e10vq
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
|
|
x |
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act
of 1934 |
For The Quarterly Period
Ended September 30, 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 November 7, 2007, there were 154,532,721 shares
outstanding of the Registrants common stock, $0.0001 par
value.
ALLIED CAPITAL CORPORATION
FORM 10-Q TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
(in thousands, except per share amounts) |
|
(unaudited) | |
|
|
ASSETS |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned (cost: 2007-$1,571,149;
2006-$1,578,822)
|
|
$ |
1,236,844 |
|
|
$ |
1,490,180 |
|
|
|
Companies 5% to 25% owned (cost: 2007-$434,164; 2006-$438,560)
|
|
|
397,930 |
|
|
|
449,813 |
|
|
|
Companies less than 5% owned (cost: 2007-$2,601,101;
2006-$2,479,981)
|
|
|
2,572,354 |
|
|
|
2,437,908 |
|
|
|
|
|
|
|
|
|
|
|
Total private finance (cost: 2007-$4,606,414; 2006-$4,497,363)
|
|
|
4,207,128 |
|
|
|
4,377,901 |
|
|
Commercial real estate finance (cost: 2007-$96,115;
2006-$103,546)
|
|
|
119,739 |
|
|
|
118,183 |
|
|
|
|
|
|
|
|
|
|
|
Total portfolio at value (cost: 2007-$4,702,529; 2006-$4,600,909)
|
|
|
4,326,867 |
|
|
|
4,496,084 |
|
Investments in money market and other securities
|
|
|
291,069 |
|
|
|
202,210 |
|
Accrued interest and dividends receivable
|
|
|
74,829 |
|
|
|
64,566 |
|
Other assets
|
|
|
153,940 |
|
|
|
122,958 |
|
Cash
|
|
|
14,816 |
|
|
|
1,687 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
4,861,521 |
|
|
$ |
4,887,505 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
Notes payable and debentures (maturing within one year:
2007-$153,000; 2006-$)
|
|
$ |
1,922,370 |
|
|
$ |
1,691,394 |
|
|
Revolving line of credit
|
|
|
|
|
|
|
207,750 |
|
|
Accounts payable and other liabilities
|
|
|
173,368 |
|
|
|
147,117 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,095,738 |
|
|
|
2,046,261 |
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 400,000 shares authorized;
154,506 and 148,575 shares issued and outstanding at
September 30, 2007, and December 31, 2006, respectively
|
|
|
15 |
|
|
|
15 |
|
|
Additional paid-in capital
|
|
|
2,594,406 |
|
|
|
2,493,335 |
|
|
Common stock held in deferred compensation trust
|
|
|
(37,079 |
) |
|
|
(28,335 |
) |
|
Notes receivable from sale of common stock
|
|
|
(2,708 |
) |
|
|
(2,850 |
) |
|
Net unrealized appreciation (depreciation)
|
|
|
(395,216 |
) |
|
|
(123,084 |
) |
|
Undistributed earnings
|
|
|
606,365 |
|
|
|
502,163 |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
2,765,783 |
|
|
|
2,841,244 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
4,861,521 |
|
|
$ |
4,887,505 |
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
17.90 |
|
|
$ |
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 | |
|
For the Nine Months | |
|
|
Ended September 30, | |
|
Ended September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
|
|
(unaudited) | |
|
(unaudited) | |
Interest and Related Portfolio Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
28,198 |
|
|
$ |
23,812 |
|
|
$ |
83,895 |
|
|
$ |
77,377 |
|
|
|
Companies 5% to 25% owned
|
|
|
9,374 |
|
|
|
10,977 |
|
|
|
32,111 |
|
|
|
28,046 |
|
|
|
Companies less than 5% owned
|
|
|
68,097 |
|
|
|
63,879 |
|
|
|
194,460 |
|
|
|
177,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
|
105,669 |
|
|
|
98,668 |
|
|
|
310,466 |
|
|
|
282,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
5,146 |
|
|
|
6,486 |
|
|
|
14,552 |
|
|
|
24,222 |
|
|
|
Companies 5% to 25% owned
|
|
|
19 |
|
|
|
10 |
|
|
|
518 |
|
|
|
4,008 |
|
|
|
Companies less than 5% owned
|
|
|
7,534 |
|
|
|
8,219 |
|
|
|
18,460 |
|
|
|
23,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
|
|
12,699 |
|
|
|
14,715 |
|
|
|
33,530 |
|
|
|
51,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
118,368 |
|
|
|
113,383 |
|
|
|
343,996 |
|
|
|
334,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
33,744 |
|
|
|
26,109 |
|
|
|
98,368 |
|
|
|
72,455 |
|
|
Employee
|
|
|
26,306 |
|
|
|
25,228 |
|
|
|
76,845 |
|
|
|
67,054 |
|
|
Employee stock options
|
|
|
18,312 |
|
|
|
3,649 |
|
|
|
31,492 |
|
|
|
11,852 |
|
|
Administrative
|
|
|
10,496 |
|
|
|
8,153 |
|
|
|
38,225 |
|
|
|
29,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
88,858 |
|
|
|
63,139 |
|
|
|
244,930 |
|
|
|
180,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
29,510 |
|
|
|
50,244 |
|
|
|
99,066 |
|
|
|
154,141 |
|
Income tax expense (benefit), including excise tax
|
|
|
11,192 |
|
|
|
1,586 |
|
|
|
16,073 |
|
|
|
13,988 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
18,318 |
|
|
|
48,658 |
|
|
|
82,993 |
|
|
|
140,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
201,582 |
|
|
|
394 |
|
|
|
267,359 |
|
|
|
528,793 |
|
|
|
Companies 5% to 25% owned
|
|
|
(5,475 |
) |
|
|
93 |
|
|
|
(5,171 |
) |
|
|
(324 |
) |
|
|
Companies less than 5% owned
|
|
|
16,263 |
|
|
|
9,429 |
|
|
|
52,727 |
|
|
|
14,522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net realized gains
|
|
|
212,370 |
|
|
|
9,916 |
|
|
|
314,915 |
|
|
|
542,991 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
(327,156 |
) |
|
|
19,312 |
|
|
|
(272,132 |
) |
|
|
(471,942 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains (losses)
|
|
|
(114,786 |
) |
|
|
29,228 |
|
|
|
42,783 |
|
|
|
71,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from operations
|
|
$ |
(96,468 |
) |
|
$ |
77,886 |
|
|
$ |
125,776 |
|
|
$ |
211,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share
|
|
$ |
(0.63 |
) |
|
$ |
0.54 |
|
|
$ |
0.83 |
|
|
$ |
1.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share
|
|
$ |
(0.62 |
) |
|
$ |
0.53 |
|
|
$ |
0.81 |
|
|
$ |
1.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic
|
|
|
154,025 |
|
|
|
144,163 |
|
|
|
151,979 |
|
|
|
141,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
155,329 |
|
|
|
147,112 |
|
|
|
154,708 |
|
|
|
144,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Nine Months | |
|
|
Ended September 30, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
|
(unaudited) | |
Operations:
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
82,993 |
|
|
$ |
140,153 |
|
|
Net realized gains
|
|
|
314,915 |
|
|
|
542,991 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
(272,132 |
) |
|
|
(471,942 |
) |
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
125,776 |
|
|
|
211,202 |
|
|
|
|
|
|
|
|
Shareholder distributions:
|
|
|
|
|
|
|
|
|
|
Common stock dividends
|
|
|
(293,706 |
) |
|
|
(255,430 |
) |
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from shareholder
distributions
|
|
|
(293,706 |
) |
|
|
(255,430 |
) |
|
|
|
|
|
|
|
Capital share transactions:
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
93,784 |
|
|
|
218,882 |
|
|
Issuance of common stock in lieu of cash distributions
|
|
|
12,447 |
|
|
|
11,050 |
|
|
Issuance of common stock upon the exercise of stock options
|
|
|
13,307 |
|
|
|
11,108 |
|
|
Cash portion of option cancellation payment
|
|
|
(52,833 |
) |
|
|
|
|
|
Stock option expense
|
|
|
32,069 |
|
|
|
12,088 |
|
|
Net decrease in notes receivable from sale of common stock
|
|
|
142 |
|
|
|
1,005 |
|
|
Purchase of common stock held in deferred compensation trust
|
|
|
(9,272 |
) |
|
|
(7,226 |
) |
|
Distribution of common stock held in deferred compensation trust
|
|
|
528 |
|
|
|
656 |
|
|
Other
|
|
|
2,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from capital share
transactions
|
|
|
92,469 |
|
|
|
247,563 |
|
|
|
|
|
|
|
|
|
|
Total increase (decrease) in net assets
|
|
|
(75,461 |
) |
|
|
203,335 |
|
Net assets at beginning of period
|
|
|
2,841,244 |
|
|
|
2,620,546 |
|
|
|
|
|
|
|
|
Net assets at end of period
|
|
$ |
2,765,783 |
|
|
$ |
2,823,881 |
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
17.90 |
|
|
$ |
19.38 |
|
|
|
|
|
|
|
|
Common shares outstanding at end of period
|
|
|
154,506 |
|
|
|
145,722 |
|
|
|
|
|
|
|
|
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 Nine Months Ended | |
|
|
September 30, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in thousands) |
|
| |
|
| |
|
|
(unaudited) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
125,776 |
|
|
$ |
211,202 |
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Portfolio investments
|
|
|
(1,236,671 |
) |
|
|
(1,700,751 |
) |
|
|
Principal collections related to investment repayments or sales
|
|
|
1,086,513 |
|
|
|
885,872 |
|
|
|
Change in accrued or reinvested interest and dividends
|
|
|
(22,812 |
) |
|
|
1,820 |
|
|
|
Net collection (amortization) of discounts and fees
|
|
|
(1,215 |
) |
|
|
(3,644 |
) |
|
|
Redemption of (investments in) U.S. Treasury bills
|
|
|
|
|
|
|
(22,875 |
) |
|
|
Redemption of (investments in) money market securities
|
|
|
(82,219 |
) |
|
|
7,581 |
|
|
|
Stock option expense
|
|
|
32,069 |
|
|
|
12,088 |
|
|
|
Changes in other assets and liabilities
|
|
|
13,943 |
|
|
|
33,897 |
|
|
|
Depreciation and amortization
|
|
|
1,540 |
|
|
|
1,303 |
|
|
|
Realized gains from the receipt of notes and other consideration
from sale of investments, net of collections
|
|
|
(29,716 |
) |
|
|
(209,049 |
) |
|
|
Realized losses
|
|
|
81,456 |
|
|
|
7,063 |
|
|
|
Net change in unrealized (appreciation) or depreciation
|
|
|
272,132 |
|
|
|
471,942 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
240,796 |
|
|
|
(303,551 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
93,784 |
|
|
|
218,882 |
|
|
Sale of common stock upon the exercise of stock options
|
|
|
13,307 |
|
|
|
11,108 |
|
|
Collections of notes receivable from sale of common stock
|
|
|
142 |
|
|
|
1,005 |
|
|
Borrowings under notes payable
|
|
|
230,000 |
|
|
|
450,000 |
|
|
Repayments on notes payable and debentures
|
|
|
|
|
|
|
(53,500 |
) |
|
Net borrowings under (repayments on) revolving line of credit
|
|
|
(207,750 |
) |
|
|
(91,750 |
) |
|
Cash portion of option cancellation payment
|
|
|
(52,833 |
) |
|
|
|
|
|
Purchase of common stock held in deferred compensation trust
|
|
|
(9,272 |
) |
|
|
(7,226 |
) |
|
Other financing activities
|
|
|
(6,363 |
) |
|
|
(4,674 |
) |
|
Common stock dividends and distributions paid
|
|
|
(288,682 |
) |
|
|
(248,479 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(227,667 |
) |
|
|
275,366 |
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
13,129 |
|
|
|
(28,185 |
) |
Cash at beginning of period
|
|
|
1,687 |
|
|
|
31,363 |
|
|
|
|
|
|
|
|
Cash at end of period
|
|
$ |
14,816 |
|
|
$ |
3,178 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
4
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 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 |
|
|
|
|
|
|
5,189 |
|
|
|
|
|
|
|
Guaranty ($1,100) |
|
|
|
|
|
|
|
|
|
|
|
|
|
AllBridge Financial, LLC
|
|
Equity Interests |
|
|
|
|
|
|
2,300 |
|
|
|
2,300 |
|
|
(Financial Services)
|
|
Standby Letter of Credit ($30,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Capital Senior Debt Fund,
L.P.(5)
|
|
Equity Interests (See Note 3) |
|
|
|
|
|
|
19,080 |
|
|
|
19,535 |
|
|
(Private Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne,
Inc.(7)
|
|
Preferred Stock (12,500 shares) |
|
|
|
|
|
|
611 |
|
|
|
850 |
|
|
(Business Services)
|
|
Common Stock (27,500 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance,
Inc.(7)
|
|
Preferred Stock (1,568 shares) |
|
|
|
|
|
|
2,401 |
|
|
|
973 |
|
|
(Business Services)
|
|
Common Stock (2,750 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty ($2,401) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviation Properties Corporation
|
|
Common Stock (100 shares) |
|
|
|
|
|
|
65 |
|
|
|
|
|
|
(Business Services)
|
|
Guaranty ($1,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc.
|
|
Preferred Stock (100,000 shares) |
|
|
|
|
|
|
12,721 |
|
|
|
2,473 |
|
|
(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) |
|
|
95,822 |
|
|
|
95,822 |
|
|
|
95,822 |
|
|
|
|
Class B Equity Interests |
|
|
|
|
|
|
119,436 |
|
|
|
40,888 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
109,301 |
|
|
|
|
|
|
|
Guaranty ($252,007 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit
($19,000 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Calder Capital Partners,
LLC(5)
|
|
Senior Loan (8.5%, Due
5/09)(6) |
|
|
2,218 |
|
|
|
2,218 |
|
|
|
2,218 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,235 |
|
|
|
347 |
|
|
Callidus Capital Corporation
|
|
Subordinated Debt (18.0%, Due 10/08) |
|
|
6,575 |
|
|
|
6,575 |
|
|
|
6,575 |
|
|
(Financial Services)
|
|
Common Stock (100 shares) |
|
|
|
|
|
|
2,067 |
|
|
|
42,640 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt (12.0%, Due 7/11) |
|
|
35,054 |
|
|
|
34,914 |
|
|
|
34,914 |
|
|
(Business Services)
|
|
Subordinated Debt (15.0%, Due 7/11) |
|
|
6,000 |
|
|
|
5,977 |
|
|
|
5,977 |
|
|
|
|
Common Stock (884,880 shares) |
|
|
|
|
|
|
16,648 |
|
|
|
23,018 |
|
|
CR Holding, Inc.
|
|
Subordinated Debt (16.6%, Due 2/13) |
|
|
40,602 |
|
|
|
40,452 |
|
|
|
40,452 |
|
|
(Consumer Products)
|
|
Common Stock (37,200,551 shares) |
|
|
|
|
|
|
33,321 |
|
|
|
41,034 |
|
|
Direct Capital Corporation
|
|
Subordinated Debt (16.0%, Due 3/13) |
|
|
37,676 |
|
|
|
37,515 |
|
|
|
37,515 |
|
|
(Financial Services)
|
|
Common Stock (2,097,234 shares) |
|
|
|
|
|
|
19,250 |
|
|
|
6,923 |
|
|
Financial Pacific Company
|
|
Subordinated Debt (17.4%, Due 2/12 8/12) |
|
|
72,668 |
|
|
|
72,475 |
|
|
|
72,475 |
|
|
(Financial Services)
|
|
Preferred Stock (10,964 shares) |
|
|
|
|
|
|
10,276 |
|
|
|
18,454 |
|
|
|
|
Common Stock (14,735 shares) |
|
|
|
|
|
|
14,819 |
|
|
|
47,022 |
|
|
ForeSite Towers, LLC
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
881 |
|
|
(Tower Leasing)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Global Communications, LLC
|
|
Senior Loan (10.7%, Due 9/02
11/07)(6) |
|
$ |
15,957 |
|
|
$ |
15,957 |
|
|
$ |
7,576 |
|
|
(Business Services)
|
|
Subordinated Debt (17.0%, Due
12/03 9/05)(6) |
|
|
11,339 |
|
|
|
11,336 |
|
|
|
|
|
|
|
Preferred Equity Interest |
|
|
|
|
|
|
14,067 |
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
1,639 |
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior Loan (10.0%, Due
12/08)(6) |
|
|
2,625 |
|
|
|
2,625 |
|
|
|
|
|
|
(Business Services)
|
|
Common Stock (1,000 shares) |
|
|
|
|
|
|
6,942 |
|
|
|
|
|
|
Hot Stuff Foods, LLC
|
|
Senior Loan (8.6%, Due 2/11-2/12) |
|
|
49,550 |
|
|
|
49,351 |
|
|
|
49,351 |
|
|
(Consumer Products)
|
|
Subordinated Debt (13.8%, Due 8/12 2/13) |
|
|
61,532 |
|
|
|
61,301 |
|
|
|
42,191 |
|
|
|
|
Subordinated Debt (16.0%, Due
2/13)(6) |
|
|
20,841 |
|
|
|
20,750 |
|
|
|
|
|
|
|
|
Common Stock (1,147,453 shares) |
|
|
|
|
|
|
56,187 |
|
|
|
|
|
|
Huddle House, Inc.
|
|
Subordinated Debt (15.0%, Due 12/12) |
|
|
59,401 |
|
|
|
59,149 |
|
|
|
59,149 |
|
|
(Retail)
|
|
Common Stock (415,328 shares) |
|
|
|
|
|
|
41,533 |
|
|
|
44,262 |
|
|
Impact Innovations Group, LLC
|
|
Equity Interests in Affiliate |
|
|
|
|
|
|
|
|
|
|
320 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insight Pharmaceuticals Corporation
|
|
Subordinated Debt (15.0%, Due 9/12) |
|
|
44,257 |
|
|
|
44,129 |
|
|
|
44,804 |
|
|
(Consumer Products)
|
|
Subordinated Debt (19.0%, Due
9/12)(6) |
|
|
16,181 |
|
|
|
16,130 |
|
|
|
16,626 |
|
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
25,000 |
|
|
|
1,845 |
|
|
|
Common Stock (620,000 shares) |
|
|
|
|
|
|
6,325 |
|
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt (15.5%, Due
3/08)(6) |
|
|
1,575 |
|
|
|
1,575 |
|
|
|
1,575 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Partners Group, Inc.
|
|
Senior Loan (14.0%, Due
5/09)(6) |
|
|
3,843 |
|
|
|
3,843 |
|
|
|
3,843 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
4,261 |
|
|
|
1,271 |
|
|
Litterer
Beteiligungs-GmbH(4)
|
|
Subordinated Debt (8.0%, Due 3/07) |
|
|
748 |
|
|
|
748 |
|
|
|
748 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
1,809 |
|
|
|
1,585 |
|
|
MVL Group, Inc.
|
|
Senior Loan (12.0%, Due 6/09 7/09) |
|
|
30,674 |
|
|
|
30,633 |
|
|
|
30,633 |
|
|
(Business Services)
|
|
Subordinated Debt (14.5%, Due 6/09 7/09) |
|
|
39,937 |
|
|
|
39,651 |
|
|
|
39,651 |
|
|
|
Common Stock (648,661 shares) |
|
|
|
|
|
|
643 |
|
|
|
4,961 |
|
|
Old Orchard Brands, LLC
|
|
Subordinated Debt (18.0%, Due 7/14) |
|
|
19,433 |
|
|
|
19,342 |
|
|
|
19,342 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
18,767 |
|
|
|
19,602 |
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt (15.5%, Due 8/13) |
|
|
39,038 |
|
|
|
38,880 |
|
|
|
38,880 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
21,128 |
|
|
|
28,795 |
|
|
Powell Plant Farms, Inc.
|
|
Senior Loan (15.0%, Due
12/07)(6) |
|
|
1,350 |
|
|
|
1,350 |
|
|
|
1,350 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
(unaudited) | |
Portfolio Company |
|
|
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Service Champ, Inc.
|
|
Subordinated Debt (15.5%, Due 4/12) |
|
$ |
28,262 |
|
|
$ |
28,165 |
|
|
$ |
28,165 |
|
|
(Business Services)
|
|
Common Stock (63,888 shares) |
|
|
|
|
|
|
13,662 |
|
|
|
26,355 |
|
|
Staffing Partners Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc. |
|
Subordinated Debt (13.5%,
Due 1/07)(6) |
|
|
541 |
|
|
|
541 |
|
|
|
544 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Equity, LLC
|
|
Equity Interests |
|
|
|
|
|
|
230 |
|
|
|
440 |
|
|
(Telecommunications)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sweet Traditions, Inc.
|
|
Senior Loan (9.0%, Due 9/08
8/11)(6) |
|
|
39,692 |
|
|
|
36,052 |
|
|
|
36,673 |
|
|
(Retail)
|
|
Preferred Stock (961 Shares) |
|
|
|
|
|
|
950 |
|
|
|
|
|
|
|
Common Stock (10,000 Shares) |
|
|
|
|
|
|
50 |
|
|
|
|
|
|
Triview Investments,
Inc.(8)
|
|
Senior Loan (10.0%, Due 12/07) |
|
|
433 |
|
|
|
433 |
|
|
|
433 |
|
|
(Broadcasting & Cable/Business |
|
Subordinated Debt (12.9%, Due 1/10 6/17) |
|
|
42,784 |
|
|
|
42,590 |
|
|
|
42,590 |
|
|
Services/Consumer Products) |
|
Subordinated Debt (12.5%, Due 11/07 3/08)
(6) |
|
|
1,400 |
|
|
|
1,400 |
|
|
|
1,534 |
|
|
|
|
Common Stock (202 shares) |
|
|
|
|
|
|
119,836 |
|
|
|
82,777 |
|
|
|
Guaranty ($900) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letter of Credit ($200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Express Operations, LLC
|
|
Subordinated Debt (14.0%, Due 2/14) |
|
|
2,800 |
|
|
|
2,624 |
|
|
|
2,624 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
12,900 |
|
|
|
12,900 |
|
|
|
|
Warrants |
|
|
|
|
|
|
163 |
|
|
|
163 |
|
|
Total
companies more than 25% owned |
|
|
|
|
|
$ |
1,571,149 |
|
|
$ |
1,236,844 |
|
|
Companies 5% to 25% Owned |
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
Subordinated Debt (12.0%, Due 3/14) |
|
$ |
154,642 |
|
|
$ |
154,041 |
|
|
$ |
154,041 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan (7.9%, Due 3/11) |
|
|
1,920 |
|
|
|
1,866 |
|
|
|
1,866 |
|
|
(Healthcare Services) |
|
Equity Interests |
|
|
|
|
|
|
3,470 |
|
|
|
10,800 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock (622 shares) |
|
|
|
|
|
|
622 |
|
|
|
719 |
|
|
(Business Services)
|
|
Common Stock (13,513 shares) |
|
|
|
|
|
|
14 |
|
|
|
300 |
|
|
Amerex Group, LLC
|
|
Subordinated Debt (12.0%, Due 1/13) |
|
|
8,400 |
|
|
|
8,400 |
|
|
|
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
3,509 |
|
|
|
15,657 |
|
|
BB&T Capital Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
(5)
|
|
Equity Interests |
|
|
|
|
|
|
5,873 |
|
|
|
5,607 |
|
|
(Private Equity Fund) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt (14.5%, Due 8/12) |
|
|
24,707 |
|
|
|
24,636 |
|
|
|
24,636 |
|
|
(Industrial Products)
|
|
Common Stock(5,073 shares) |
|
|
|
|
|
|
5,813 |
|
|
|
4,200 |
|
|
BI Incorporated
|
|
Subordinated Debt (13.5%, Due 2/14) |
|
|
30,615 |
|
|
|
30,495 |
|
|
|
30,495 |
|
|
(Business Services)
|
|
Common Stock (40,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
7,400 |
|
|
|
|
|
(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. has a cost basis of
$164.3 million and holds investments in Longview Cable
& Data, LLC (Broadcasting & Cable) with a value of
$6.9 million, Triax Holdings, LLC (Consumer Products) with
a value of $62.2 million, and Crescent Hotels &
Resorts, LLC and affiliates (Business Services) with a value of
$58.2 million. |
The accompanying notes are an integral part of these
consolidated financial statements.
7
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 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) |
|
$ |
22,208 |
|
|
$ |
22,115 |
|
|
$ |
22,115 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
4,543 |
|
|
|
6,900 |
|
|
Creative Group, Inc.
|
|
Subordinated Debt (14.0%, Due
9/13)(6) |
|
|
15,000 |
|
|
|
13,686 |
|
|
|
9,259 |
|
|
(Business Services)
|
|
Warrant |
|
|
|
|
|
|
1,387 |
|
|
|
|
|
|
Drew Foam Companies, Inc.
|
|
Preferred Stock (722 shares) |
|
|
|
|
|
|
722 |
|
|
|
396 |
|
|
(Business Services)
|
|
Common Stock (7,287 shares) |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
MedBridge Healthcare, LLC
|
|
Senior Loan (8.0%, Due
8/09)(6) |
|
|
7,164 |
|
|
|
7,164 |
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt (10.0%, Due
8/14)(6) |
|
|
5,184 |
|
|
|
5,184 |
|
|
|
1,723 |
|
|
|
Convertible Subordinated Debt (2.0%,
Due
8/14)(6) |
|
|
2,970 |
|
|
|
984 |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,416 |
|
|
|
|
|
|
MHF Logistical Solutions, Inc.
|
|
Subordinated Debt (11.5%, Due
6/12)(6) |
|
|
33,600 |
|
|
|
33,448 |
|
|
|
10,585 |
|
|
(Business Services) |
|
Subordinated Debt (18.0%, Due
6/13)(6) |
|
|
11,211 |
|
|
|
11,154 |
|
|
|
|
|
|
|
Common Stock (20,934
shares)(12) |
|
|
|
|
|
|
20,942 |
|
|
|
|
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Unitranche Debt (11.3%, Due 11/11) |
|
|
19,850 |
|
|
|
19,748 |
|
|
|
19,748 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
942 |
|
|
PresAir LLC
|
|
Senior Loan (7.5%, Due
12/10)(6) |
|
|
5,702 |
|
|
|
5,384 |
|
|
|
800 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,341 |
|
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt (16.0%, Due 12/09) |
|
|
3,985 |
|
|
|
3,970 |
|
|
|
3,970 |
|
|
(Consumer Products)
|
|
Preferred Stock (500 shares) |
|
|
|
|
|
|
500 |
|
|
|
1,017 |
|
|
|
Common Stock (197 shares) |
|
|
|
|
|
|
13 |
|
|
|
5,100 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan (11.1%, Due 6/12) |
|
|
500 |
|
|
|
484 |
|
|
|
484 |
|
|
(Healthcare Services)
|
|
Unitranche Debt (11.1%, Due 6/12) |
|
|
12,000 |
|
|
|
11,953 |
|
|
|
11,953 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,685 |
|
|
SGT India Private
Limited(4)
|
|
Common Stock (109,524 shares) |
|
|
|
|
|
|
4,098 |
|
|
|
2,625 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt (12.0%, Due 11/10) |
|
|
14,500 |
|
|
|
13,702 |
|
|
|
13,702 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,170 |
|
|
|
2,641 |
|
|
Universal Environmental Services, LLC
|
|
Equity Interests |
|
|
|
|
|
|
1,810 |
|
|
|
|
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
companies 5% to 25% owned |
|
|
|
|
|
$ |
434,164 |
|
|
$ |
397,930 |
|
|
Companies Less Than 5% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3SI Security Systems, Inc.
|
|
Subordinated Debt (14.5%, Due 8/13) |
|
$ |
27,651 |
|
|
$ |
27,547 |
|
|
$ |
27,547 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AgData, L.P.
|
|
Senior Loan (10.3%, Due 7/12) |
|
|
526 |
|
|
|
496 |
|
|
|
496 |
|
|
(Consumer Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Axium Healthcare Pharmacy, Inc.
|
|
Unitranche Debt (12.0%, Due 12/12) |
|
|
10,950 |
|
|
|
10,877 |
|
|
|
10,877 |
|
|
(Healthcare Services)
|
|
Common Stock (26,500 shares) |
|
|
|
|
|
|
2,650 |
|
|
|
1,100 |
|
|
Baird Capital Partners IV Limited
Partnership(5)
(Private Equity Fund)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,967 |
|
|
|
1,856 |
|
|
|
|
|
(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. |
(12)
|
|
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.
8
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
BenefitMall, Inc.
|
|
Unitranche Debt (13.3%, Due 8/12) |
|
$ |
110,030 |
|
|
$ |
109,699 |
|
|
$ |
109,699 |
|
|
(Business Services)
|
|
Common Stock (45,528,000
shares)(12) |
|
|
|
|
|
|
45,528 |
|
|
|
60,376 |
|
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit ($7,986) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcast Electronics, Inc.
|
|
Senior Loan (9.4%, Due 7/12) |
|
|
4,925 |
|
|
|
4,897 |
|
|
|
4,897 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bushnell, Inc.
|
|
Subordinated Debt (12.3%, Due 2/14) |
|
|
41,325 |
|
|
|
39,685 |
|
|
|
39,685 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDO Fund I,
Ltd.(4)(10)
|
|
Class C Notes (12.9%, Due 12/13) |
|
|
18,800 |
|
|
|
18,935 |
|
|
|
18,988 |
|
|
(CDO/CLO)
|
|
Class D Notes (17.0%, Due 12/13) |
|
|
9,400 |
|
|
|
9,467 |
|
|
|
9,494 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund III, Ltd.
(4)(10) |
|
Preferred Shares (23,600,000 shares, |
|
|
|
|
|
|
|
|
|
|
|
|
|
(CDO/CLO) |
|
15.0%)(11) |
|
|
|
|
|
|
21,980 |
|
|
|
20,702 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund IV,
Ltd.(4)(10)
|
|
Income Notes
(13.5%)(11) |
|
|
|
|
|
|
12,373 |
|
|
|
10,758 |
|
|
(CDO/CLO)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund V, Ltd.
(4)(10)
|
|
Income Notes
(20.0%)(11) |
|
|
|
|
|
|
13,988 |
|
|
|
14,649 |
|
|
(CDO/CLO)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund VI,
Ltd.(4)(10)
|
|
Income Notes
(19.8%)(11) |
|
|
|
|
|
|
25,662 |
|
|
|
25,662 |
|
|
(CDO/CLO)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I
LLC(10)
|
|
Class E Notes (10.7%, Due 12/17) |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
16,401 |
|
|
(CDO/CLO)
|
|
Income Notes
(8.7%)(11) |
|
|
|
|
|
|
50,090 |
|
|
|
41,673 |
|
|
Callidus MAPS CLO Fund II, Ltd.
(4)(10)
|
|
Income Notes
(14.8%)(11) |
|
|
|
|
|
|
18,061 |
|
|
|
18,061 |
|
|
(CDO/CLO)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camden Partners Strategic Fund II,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
997 |
|
|
|
2,382 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Wide Plank Floors, Inc.
|
|
Unitranche Debt (10.0%, Due 6/11) |
|
|
3,161 |
|
|
|
3,123 |
|
|
|
3,123 |
|
|
(Consumer Products)
|
|
Preferred Stock (400,000 Shares) |
|
|
|
|
|
|
400 |
|
|
|
500 |
|
|
Catterton Partners V,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,510 |
|
|
|
4,038 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catterton Partners VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,795 |
|
|
|
1,656 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centre Capital Investors IV,
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,079 |
|
|
|
2,170 |
|
|
(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. |
(10)
|
|
The fund is managed by Callidus Capital, a portfolio company of
Allied Capital. |
(11)
|
|
Represents the effective interest yield earned on the cost basis
of these preferred equity investments and income notes. The
yield is included in interest income from companies less than 5%
owned in the consolidated statement of operations. |
(12)
|
|
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.
9
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
CK Franchising, Inc.
|
|
Senior Loan (11.0%, Due 7/12) |
|
$ |
30,150 |
|
|
$ |
29,959 |
|
|
$ |
29,959 |
|
|
(Consumer Services)
|
|
Subordinated Debt (15.0%, Due 7/17) |
|
|
1,000 |
|
|
|
1,000 |
|
|
|
1,000 |
|
|
|
|
Preferred Stock (1,486,004 shares) |
|
|
|
|
|
|
1,486 |
|
|
|
1,486 |
|
|
|
|
Common Stock (8,793,408 shares) |
|
|
|
|
|
|
8,793 |
|
|
|
8,793 |
|
|
Commercial Credit Group, Inc.
|
|
Subordinated Debt (14.8%, Due 2/11) |
|
|
12,000 |
|
|
|
12,025 |
|
|
|
12,025 |
|
|
(Financial Services)
|
|
Preferred Stock (74,978 shares) |
|
|
|
|
|
|
18,018 |
|
|
|
19,469 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Community Education Centers, Inc.
|
|
Subordinated Debt (13.5%, Due 11/13) |
|
|
34,878 |
|
|
|
34,800 |
|
|
|
34,800 |
|
|
(Education Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compass Group Diversified
Holdings,
LLC(3)
|
|
Senior Loan (8.0%, Due 11/11) |
|
|
2,000 |
|
|
|
1,896 |
|
|
|
1,896 |
|
|
(Financial Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component Hardware Group, Inc.
|
|
Subordinated Debt (13.5%, Due 1/13) |
|
|
18,363 |
|
|
|
18,290 |
|
|
|
18,290 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cook Inlet Alternative Risk, LLC
|
|
Unitranche Debt (10.8%, Due 4/13) |
|
|
100,000 |
|
|
|
99,507 |
|
|
|
99,507 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
640 |
|
|
|
1,700 |
|
|
Cortec Group Fund IV,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,383 |
|
|
|
2,906 |
|
|
(Private Equity)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSAV, Inc.
|
|
Subordinated Debt (11.7%, Due 6/13) |
|
|
37,500 |
|
|
|
37,500 |
|
|
|
37,500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Mercury
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications, LLC
|
|
Senior Loan (9.0%, Due 3/13) |
|
|
233 |
|
|
|
217 |
|
|
|
217 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital VideoStream, LLC
|
|
Unitranche Debt (11.0%, Due 2/12) |
|
|
17,677 |
|
|
|
17,586 |
|
|
|
17,586 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.0%, Due 2/16) |
|
|
4,017 |
|
|
|
4,003 |
|
|
|
4,100 |
|
|
Distant Lands Trading Co.
|
|
Senior Loan (10.3%, Due 11/11) |
|
|
10,000 |
|
|
|
9,963 |
|
|
|
9,963 |
|
|
(Consumer Products)
|
|
Unitranche Debt (11.0%, Due 11/11) |
|
|
42,375 |
|
|
|
42,216 |
|
|
|
42,216 |
|
|
|
|
Common Stock (4,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
2,652 |
|
|
Driven Brands, Inc.
|
|
Senior Loan (8.9%, Due 6/11) |
|
|
36,070 |
|
|
|
35,942 |
|
|
|
35,942 |
|
|
d/b/a Meineke and Econo Lube
|
|
Subordinated Debt (12.1%, Due 6/12 6/13) |
|
|
83,000 |
|
|
|
82,736 |
|
|
|
82,736 |
|
|
(Consumer Services)
|
|
Common Stock (11,675,331
shares)(12) |
|
|
|
|
|
|
29,455 |
|
|
|
17,977 |
|
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dynamic India Fund IV
(4)(5)
|
|
Equity Interests |
|
|
|
|
|
|
6,050 |
|
|
|
6,215 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EarthColor, Inc.
|
|
Subordinated Debt (15.0%, Due 11/13) |
|
|
127,000 |
|
|
|
126,440 |
|
|
|
126,440 |
|
|
(Business Services)
|
|
Common Stock
(73,540 shares)(12) |
|
|
|
|
|
|
73,540 |
|
|
|
42,884 |
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
eCentury Capital Partners,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,899 |
|
|
|
2,615 |
|
|
(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. |
|
(12) |
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 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) |
|
$ |
8,000 |
|
|
|
7,978 |
|
|
|
7,978 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FCP-BHI Holdings, LLC
|
|
Subordinated Debt (12.8%, Due 9/13) |
|
|
24,000 |
|
|
|
23,882 |
|
|
|
23,882 |
|
|
d/b/a Bojangles
|
|
Equity Interests |
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidus Mezzanine Capital,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,294 |
|
|
|
3,294 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frozen Specialties, Inc.
|
|
Warrants |
|
|
|
|
|
|
435 |
|
|
|
230 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garden Ridge Corporation
(Retail)
|
|
Subordinated Debt (7.0%, Due
5/12)(6) |
|
|
20,500 |
|
|
|
20,500 |
|
|
|
20,500 |
|
|
Geotrace Technologies, Inc.
|
|
Subordinated Debt (10.0%, Due 6/09) |
|
|
7,347 |
|
|
|
7,167 |
|
|
|
7,167 |
|
|
(Energy Services)
|
|
Warrants |
|
|
|
|
|
|
2,350 |
|
|
|
3,000 |
|
|
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 |
|
|
|
|
|
|
8,808 |
|
|
|
6,970 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Havco Wood Products LLC
|
|
Senior Loan (9.9%, Due 8/11) |
|
|
1,150 |
|
|
|
1,134 |
|
|
|
1,134 |
|
|
(Industrial Products)
|
|
Unitranche Debt (11.5%, Due 8/11) |
|
|
7,600 |
|
|
|
6,740 |
|
|
|
6,740 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,055 |
|
|
|
3,200 |
|
|
Haven Eldercare of New England, LLC
|
|
Subordinated Debt (12.0%, Due 8/09) |
|
|
1,927 |
|
|
|
1,927 |
|
|
|
1,927 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HealthASPex Services Inc.
|
|
Senior Loan (8.0%, Due
7/08)(6) |
|
|
500 |
|
|
|
500 |
|
|
|
133 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Higginbotham Insurance Agency, Inc.
|
|
Senior Loan (7.9%, Due 8/12) |
|
|
15,196 |
|
|
|
15,099 |
|
|
|
15,099 |
|
|
(Business Services)
|
|
Subordinated Debt (13.6%,
Due 8/13 8/14) |
|
|
46,855 |
|
|
|
46,626 |
|
|
|
46,626 |
|
|
|
|
Common Stock
(28,277 shares)(12) |
|
|
|
|
|
|
26,522 |
|
|
|
26,522 |
|
|
|
|
Warrant(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hillman Companies,
Inc.(3)
|
|
Subordinated Debt (10.0%, Due 9/11) |
|
|
44,580 |
|
|
|
44,450 |
|
|
|
44,450 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Homax Group, Inc.
|
|
Senior Loan (9.1%, Due 10/12) |
|
|
11,027 |
|
|
|
11,027 |
|
|
|
11,027 |
|
|
(Consumer Products)
|
|
Subordinated Debt (12.0%, Due 4/14) |
|
|
14,000 |
|
|
|
13,225 |
|
|
|
13,225 |
|
|
|
|
Preferred Stock (89 shares) |
|
|
|
|
|
|
89 |
|
|
|
74 |
|
|
|
|
Common Stock (28 shares) |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
1,106 |
|
|
|
909 |
|
|
Ideal Snacks Corporation
|
|
Senior Loan (9.5%, Due 6/10) |
|
|
35 |
|
|
|
35 |
|
|
|
35 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrity Interactive Corporation
|
|
Unitranche Debt (10.5%, Due 2/12) |
|
|
12,434 |
|
|
|
12,331 |
|
|
|
12,331 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Fiber Corporation
|
|
Subordinated Debt (14.0%, Due 6/12) |
|
|
24,447 |
|
|
|
24,354 |
|
|
|
24,354 |
|
|
(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. |
|
(12) |
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Jones Stephens Corporation
|
|
Senior Loan (8.9%, Due 9/12) |
|
$ |
5,558 |
|
|
$ |
5,545 |
|
|
$ |
5,545 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K2 Advisors Subsidiary Holdings, LLC
|
|
Senior Loan (8.7%, Due 4/13) |
|
|
9,836 |
|
|
|
9,836 |
|
|
|
9,836 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kodiak Fund
LP(5)
|
|
Equity Interests |
|
|
|
|
|
|
9,423 |
|
|
|
2,853 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line-X, Inc.
|
|
Senior Loan (12.0%, Due 8/11) |
|
|
1,100 |
|
|
|
1,084 |
|
|
|
1,084 |
|
|
(Consumer Products)
|
|
Unitranche Debt (12.0% Due 8/11) |
|
|
48,355 |
|
|
|
48,185 |
|
|
|
48,185 |
|
|
|
|
Standby Letter of Credit ($1,500) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MedAssets, Inc.
|
|
Preferred Stock (227,865 shares) |
|
|
|
|
|
|
2,049 |
|
|
|
3,845 |
|
|
(Business Services)
|
|
Common Stock (50,000 shares) |
|
|
|
|
|
|
|
|
|
|
100 |
|
|
Mid-Atlantic Venture Fund IV, L.P.
(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,975 |
|
|
|
2,861 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NetShape Technologies, Inc.
|
|
Senior Loan (8.9%, Due 2/13) |
|
|
5,661 |
|
|
|
5,630 |
|
|
|
5,630 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Hardware Resale, Inc.
|
|
Unitranche Debt (10.5%, Due 12/11) |
|
|
20,805 |
|
|
|
20,913 |
|
|
|
20,913 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt (9.8%, Due 12/15) |
|
|
13,242 |
|
|
|
13,304 |
|
|
|
14,959 |
|
|
Norwesco, Inc.
|
|
Subordinated Debt (12.6%, Due 1/12 7/12) |
|
|
82,812 |
|
|
|
82,546 |
|
|
|
82,546 |
|
|
(Industrial Products)
|
|
Common Stock (559,603
shares)(12) |
|
|
|
|
|
|
38,313 |
|
|
|
118,118 |
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Novak Biddle Venture Partners III,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,910 |
|
|
|
1,983 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oahu Waste Services, Inc.
|
|
Stock Appreciation Rights |
|
|
|
|
|
|
239 |
|
|
|
1,000 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odyssey Investment Partners Fund III,
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,542 |
|
|
|
2,162 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Health
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications, Inc.
|
|
Preferred Stock (651,381 shares) |
|
|
|
|
|
|
2,000 |
|
|
|
2,398 |
|
|
(Healthcare Services)
|
|
Common Stock (19,680 shares) |
|
|
|
|
|
|
48 |
|
|
|
48 |
|
|
Pendum, Inc.
|
|
Subordinated Debt (17.0%, Due
1/11)(6) |
|
|
34,028 |
|
|
|
34,028 |
|
|
|
|
|
|
(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. |
|
(12) |
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 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) |
|
$ |
61,750 |
|
|
$ |
61,489 |
|
|
$ |
61,489 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,500 |
|
|
|
3,100 |
|
|
Pro Mach, Inc.
|
|
Subordinated Debt (13.0%, Due 6/12) |
|
|
14,525 |
|
|
|
14,466 |
|
|
|
14,466 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,600 |
|
|
Promo Works, LLC
|
|
Unitranche Debt (10.3%, Due 12/11) |
|
|
26,215 |
|
|
|
25,995 |
|
|
|
25,995 |
|
|
(Business Services)
|
|
Guaranty ($600) |
|
|
|
|
|
|
|
|
|
|
|
|
|
S.B. Restaurant Company
|
|
Unitranche Debt (9.8%, Due 4/11) |
|
|
29,001 |
|
|
|
28,739 |
|
|
|
28,739 |
|
|
(Retail)
|
|
Preferred Stock (54,125 shares) |
|
|
|
|
|
|
135 |
|
|
|
135 |
|
|
|
Warrants |
|
|
|
|
|
|
619 |
|
|
|
2,100 |
|
|
|
Standby Letters of Credit ($2,540) |
|
|
|
|
|
|
|
|
|
|
|
|
|
SBBUT, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Center Metals, LLC
|
|
Subordinated Debt (15.5%, Due 9/11) |
|
|
5,000 |
|
|
|
4,980 |
|
|
|
4,980 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
313 |
|
|
|
337 |
|
|
Snow Phipps Group,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,317 |
|
|
|
2,317 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPP Mezzanine Funding,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,364 |
|
|
|
2,928 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPP Mezzanine Funding II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,750 |
|
|
|
2,409 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stag-Parkway, Inc.
|
|
Unitranche Debt (10.8%, Due 7/12) |
|
|
51,000 |
|
|
|
50,799 |
|
|
|
50,799 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STS Operating, Inc.
|
|
Subordinated Debt (11.0%, Due 1/13) |
|
|
30,386 |
|
|
|
30,268 |
|
|
|
30,268 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit Energy Services, Inc.
|
|
Senior Loan (10.4%, Due 8/13) |
|
|
60,000 |
|
|
|
59,824 |
|
|
|
59,824 |
|
|
(Business Services)
|
|
Common Stock (89,406 shares) |
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
|
Tappan Wire and Cable Inc.
|
|
Senior Loan (15.0%, Due 8/14) |
|
|
24,100 |
|
|
|
23,970 |
|
|
|
23,970 |
|
|
(Business Services)
|
|
Common Stock
(15,000 shares)(12) |
|
|
|
|
|
|
2,250 |
|
|
|
2,250 |
|
|
|
|
Warrant(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Step2 Company, LLC
|
|
Unitranche Debt (11.0%, Due 4/12) |
|
|
96,041 |
|
|
|
95,672 |
|
|
|
95,672 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,483 |
|
|
|
3,003 |
|
|
Tradesmen International, Inc.
|
|
Subordinated Debt (12.0%, Due 12/09) |
|
|
9,136 |
|
|
|
8,668 |
|
|
|
8,668 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TransAmerican Auto Parts, LLC
|
|
Subordinated Debt (14.0%, Due 11/12) |
|
|
23,955 |
|
|
|
23,746 |
|
|
|
23,746 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,198 |
|
|
|
1,016 |
|
|
Trover Solutions, Inc.
|
|
Senior Loan (11.3%, Due 5/12 11/12) |
|
|
77,000 |
|
|
|
76,725 |
|
|
|
76,725 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Universal Air Filter Company
|
|
Senior Loan (12.0%, Due 11/12) |
|
|
14,875 |
|
|
|
14,810 |
|
|
|
14,810 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
|
(12) |
|
|
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.
13
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Updata Venture Partners II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
$ |
4,727 |
|
|
$ |
6,148 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse-Cibernet Investors, LLC
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
54 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse Group,
LLC(5)
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
1,381 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VICORP Restaurants, Inc.
|
|
Warrants |
|
|
|
|
|
|
33 |
|
|
|
|
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walker Investment Fund II,
LLLP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,330 |
|
|
|
358 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WMA Equity Corporation and Affiliates
|
|
Subordinated Debt (13.6%, Due 4/13) |
|
$ |
125,000 |
|
|
|
123,971 |
|
|
|
123,971 |
|
|
d/b/a Wear Me Apparel
|
|
Subordinated Debt (9.0%, Due
4/14)(6) |
|
|
13,033 |
|
|
|
13,033 |
|
|
|
13,033 |
|
|
(Consumer Products)
|
|
Common Stock (100 shares) |
|
|
|
|
|
|
46,046 |
|
|
|
14,428 |
|
|
Webster Capital II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
538 |
|
|
|
538 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodstream Corporation
|
|
Subordinated Debt (12.0%, |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
Due 2/15) |
|
|
90,000 |
|
|
|
89,560 |
|
|
|
89,560 |
|
|
|
|
Common Stock (7,500 shares) |
|
|
|
|
|
|
7,500 |
|
|
|
7,500 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
York Insurance Services Group, Inc.
|
|
Subordinated Debt (14.5%, Due 1/14) |
|
|
44,916 |
|
|
|
44,734 |
|
|
|
44,734 |
|
|
(Business Services)
|
|
Common Stock (15,000 shares) |
|
|
|
|
|
|
1,500 |
|
|
|
2,000 |
|
|
Other companies
|
|
Other debt
investments(6) |
|
|
6,516 |
|
|
|
6,516 |
|
|
|
6,511 |
|
|
|
Other equity investments |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
companies less than 5% owned |
|
|
|
|
|
$ |
2,601,101 |
|
|
$ |
2,572,354 |
|
|
Total
private finance (151 portfolio investments) |
|
|
|
|
|
$ |
4,606,414 |
|
|
$ |
4,207,128 |
|
|
|
|
|
|
|
|
(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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2007 | |
|
|
|
|
|
|
| |
|
|
Interest | |
|
Number of | |
|
(unaudited) | |
|
|
Rate Ranges | |
|
Loans | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Commercial Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 6.99% |
|
|
|
3 |
|
|
$ |
20,388 |
|
|
$ |
19,838 |
|
|
|
|
7.00%8.99% |
|
|
|
8 |
|
|
|
21,623 |
|
|
|
21,623 |
|
|
|
|
9.00%10.99% |
|
|
|
3 |
|
|
|
8,371 |
|
|
|
8,371 |
|
|
|
|
11.00%12.99% |
|
|
|
1 |
|
|
|
10,453 |
|
|
|
10,453 |
|
|
|
15.00% and above |
|
|
2 |
|
|
|
3,970 |
|
|
|
3,970 |
|
|
|
|
Total commercial mortgage
loans(13)
|
|
|
|
|
|
|
17 |
|
|
$ |
64,805 |
|
|
$ |
64,255 |
|
|
Real Estate Owned
|
|
|
|
|
|
|
|
|
|
$ |
15,568 |
|
|
$ |
21,979 |
|
|
Equity
Interests(2)
Companies more than 25% owned |
|
|
|
|
|
$ |
15,742 |
|
|
$ |
33,505 |
|
|
Guarantees ($6,871)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letter of Credit ($1,295)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial real estate finance
|
|
|
|
|
|
|
|
|
|
$ |
96,115 |
|
|
$ |
119,739 |
|
|
Total portfolio
|
|
|
|
|
|
|
|
|
|
$ |
4,702,529 |
|
|
$ |
4,326,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
Liquidity
Portfolio(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Beacon Money Market Select FD Fund
|
|
|
5.4% |
|
|
$ |
126,410 |
|
|
$ |
126,410 |
|
|
American Beacon Money Market Fund
|
|
|
5.2% |
|
|
|
40,102 |
|
|
|
40,102 |
|
|
SEI Daily Income Tr Prime Obligation Fund
|
|
|
5.2% |
|
|
|
34,151 |
|
|
|
34,151 |
|
|
|
|
Total liquidity portfolio
|
|
|
|
|
|
$ |
200,663 |
|
|
$ |
200,663 |
|
|
Other Investments in Money Market
Securities(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia Treasury Reserves Money Market Fund
|
|
|
5.3% |
|
|
$ |
90,406 |
|
|
$ |
90,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 $19.1 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 |
|
|
(CDO/CLO)
|
|
Class D Notes (17.0%, Due 12/13) |
|
|
9,400 |
|
|
|
9,476 |
|
|
|
9,476 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund III,
Ltd.(4)(9)
(CDO/CLO) |
|
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 |
|
|
(CDO/CLO)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund V,
Ltd.(4)(9)
|
|
Income Notes
(15.8%)(12) |
|
|
|
|
|
|
13,769 |
|
|
|
13,769 |
|
|
(CDO/CLO)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I
LLC(9)
|
|
Class E Notes (10.9%, Due 12/17) |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
17,155 |
|
|
(CDO/CLO)
|
|
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 investments) |
|
|
|
|
|
$ |
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 and nine months ended
September 30, 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 September 30, 2007,
the results of operations for the three and nine months ended
September 30, 2007 and 2006, and changes in net assets and
cash flows for the nine months ended September 30, 2007 and
2006. The results of operations for the three and nine months
ended September 30, 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 or where
the Company controls the portfolio companys board of
directors and, therefore, are deemed controlled by the Company
under the 1940 Act; companies owned 5% to 25%, which represent
portfolio companies where the Company directly or indirectly
owns 5% to 25% of the outstanding voting securities of such
portfolio company or where the Company holds one or more seats
on the portfolio 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
27
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
owns less than 5% of the outstanding voting securities of such
portfolio company and where the Company has no other
affiliations with such portfolio company. The interest and
related portfolio income and net realized gains (losses) from
the commercial real estate finance portfolio and other sources,
including investments in money market and other securities, are
included in the companies less than 5% owned category on the
consolidated statement of operations.
In the ordinary course of business, the Company enters into
transactions with portfolio companies that may be considered
related party transactions.
|
|
|
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 |
The Companys loans and debt securities generally do not
trade. The Company typically exits its loans and debt securities
upon the sale or recapitalization of the portfolio company.
Therefore, the Company generally determines the enterprise value
of the portfolio company and then allocates that value to the
loans and debt securities in order of the legal priority of
contractual obligations, with the remaining value, if any, going
to the portfolio companys outstanding equity 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 or recapitalization 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
28
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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, 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.
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 investments in private
debt and equity funds are generally valued at the funds
net asset value. 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 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 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 are recorded
as a reduction to the proceeds from the sale of common stock.
Financing costs generally include underwriting, accounting and
legal fees, and printing costs.
|
|
|
Dividends to Shareholders |
Dividends to shareholders are recorded on the 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 SFAS 123R). The SFAS
123R 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 the SFAS 123R. With respect to
options granted on or after January 1, 2006, compensation
cost based on estimated grant date fair value is recognized over
the related service period in the consolidated statement of
operations. The stock option expense for the three and nine
months ended September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months | |
|
Months | |
|
|
Ended | |
|
Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
1.7 |
|
|
$ |
3.2 |
|
|
$ |
8.2 |
|
|
$ |
9.9 |
|
|
|
Options granted on or after January 1, 2006
|
|
|
2.2 |
|
|
|
0.4 |
|
|
|
8.9 |
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total options granted
|
|
|
3.9 |
|
|
|
3.6 |
|
|
|
17.1 |
|
|
|
11.9 |
|
|
Options cancelled in connection with tender offer (see
Note 9)
|
|
|
14.4 |
|
|
|
|
|
|
|
14.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
18.3 |
|
|
$ |
3.6 |
|
|
$ |
31.5 |
|
|
$ |
11.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per basic share
|
|
$ |
0.12 |
|
|
$ |
0.03 |
|
|
$ |
0.21 |
|
|
$ |
0.08 |
|
|
|
Per diluted share
|
|
$ |
0.12 |
|
|
$ |
0.02 |
|
|
$ |
0.20 |
|
|
$ |
0.08 |
|
31
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
Options Granted. In addition to the employee stock
option expense for options granted, for both the nine months
ended September 30, 2007 and 2006, administrative expense
included $0.2 million of expense related to options granted
to directors during each respective period. Options were granted
to non-officer directors in the second quarters of 2007 and
2006. Options granted to non-officer directors vest on the grant
date and therefore, the full expense is recorded on the grant
date.
The stock option expense for options granted 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 and nine
months ended September 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Expected term (in years)
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
Risk-free interest rate
|
|
|
4.6 |
% |
|
|
4.7 |
% |
|
|
4.6 |
% |
|
|
4.8 |
% |
Expected volatility
|
|
|
24.4 |
% |
|
|
26.8 |
% |
|
|
26.4 |
% |
|
|
29.1 |
% |
Dividend yield
|
|
|
8.9 |
% |
|
|
9.0 |
% |
|
|
8.9 |
% |
|
|
9.0 |
% |
Weighted average fair value per option
|
|
$ |
2.51 |
|
|
$ |
3.12 |
|
|
$ |
2.96 |
|
|
$ |
3.47 |
|
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 for options granted, the
calculated fair value of the options granted is applied to the
options granted, net of assumed future option forfeitures. The
Company estimates that the employee-related stock option expense
under SFAS 123R that will be recorded in the Companys
statement of operations, excluding the expense related to the
options cancelled in connection with the tender offer, will be
approximately $21.0 million, $9.5 million, and
$2.8 million for the years ended December 31, 2007,
2008, and 2009, respectively, which includes approximately
$10.9 million, $6.6 million, and $2.8 million,
respectively, related to options granted since adoption of SFAS
123R (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 September 30,
2007, is expected to be recognized over an estimated
weighted-average period of 1.2 years.
Options Cancelled in Connection with Tender Offer.
As discussed in Note 9, the Company completed a
tender offer in July 2007, whereby the Company accepted for
cancellation 10.3 million vested options held by employees
and non-officer directors of the Company in exchange for an
option cancellation payment (OCP). The OCP was equal
to the in-the-money value of the stock
32
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
options cancelled, determined using the Weighted Average Market
Price of $31.75, and was paid one-half in cash and one-half in
unregistered shares of the Companys common stock. In
accordance with the terms of the tender offer, the Weighted
Average Market Price represented the volume weighted average
price of the Companys common stock over the fifteen
trading days preceding the first day of the offer period, or
June 20, 2007. Because the Weighted Average Market Price at
the commencement of the tender offer on June 20, 2007, was
higher than the market price of the Companys common stock
at the close of the offer on July 18, 2007, SFAS 123R
required the Company to record employee-related stock option
expense of $14.4 million and administrative expense related
to stock options cancelled that were held by non-officer
directors of $0.4 million. The same amounts were recorded
as an increase to additional paid-in capital and, therefore, had
no effect on the Companys net asset value. The portion of
the OCP paid in cash of $52.8 million reduced the
Companys additional paid-in capital and therefore reduced
the Companys net asset value. For income tax purposes, the
Companys tax deduction resulting from the OCP will be
similar to the tax deduction that would have resulted from an
exercise of stock options in the market. Any tax deduction for
the Company resulting from the OCP or an exercise of stock
options in the market is limited by Section 162(m) of the
Code for persons subject to Section 162(m).
|
|
|
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.
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 during the year earned.
To the extent that the Company determines that its estimated
current year annual taxable income will be in excess of
estimated current year dividend distributions from such taxable
income, the Company accrues excise taxes on estimated excess
taxable income as taxable income is earned using an annual
effective excise tax rate. The annual effective excise tax rate
is determined by dividing the estimated annual excise tax by the
estimated annual taxable income.
Income taxes for AC Corp are accounted for under the asset and
liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
as well as operating loss and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.
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.
33
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
|
|
|
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 $4.3 billion and $4.5 billion
at September 30, 2007, and December 31, 2006,
respectively. At September 30, 2007, and December 31,
2006, 89% and 92%, respectively, of the Companys total
assets represented portfolio investments whose fair values had
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.
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 is currently analyzing
the effect of adoption of this statement on its consolidated
financial position and 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 is
currently analyzing the effect of adoption of this statement on
its consolidated financial position and results of operations.
34
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio
At September 30, 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
|
|
$ |
523.9 |
|
|
$ |
481.6 |
|
|
|
9.3 |
% |
|
$ |
450.0 |
|
|
$ |
405.2 |
|
|
|
8.4 |
% |
|
Unitranche
debt(2)
|
|
|
698.1 |
|
|
|
698.1 |
|
|
|
11.5 |
% |
|
|
800.0 |
|
|
|
799.2 |
|
|
|
11.2 |
% |
|
Subordinated debt
|
|
|
2,052.7 |
|
|
|
1,927.1 |
|
|
|
12.6 |
% |
|
|
2,038.3 |
|
|
|
1,980.8 |
|
|
|
12.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt
securities(3)
|
|
|
3,274.7 |
|
|
|
3,106.8 |
|
|
|
11.8 |
% |
|
|
3,288.3 |
|
|
|
3,185.2 |
|
|
|
11.9 |
% |
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares/income notes of CLOs
(4)
|
|
|
142.2 |
|
|
|
131.5 |
|
|
|
15.1 |
% |
|
|
101.1 |
|
|
|
97.2 |
|
|
|
15.5 |
% |
|
Other equity securities
|
|
|
1,189.5 |
|
|
|
968.8 |
|
|
|
|
|
|
|
1,108.0 |
|
|
|
1,095.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
1,331.7 |
|
|
|
1,100.3 |
|
|
|
|
|
|
|
1,209.1 |
|
|
|
1,192.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
4,606.4 |
|
|
$ |
4,207.1 |
|
|
|
|
|
|
$ |
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
September 30, 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, to the extent it was accrued, 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 on the preferred shares/income notes
of CLOs is calculated as the (a) effective interest yield
on the preferred shares/income notes of CLOs, divided by
(b) total preferred shares/income notes of CLOs at value.
The weighted average yields are computed as of the balance sheet
date. The yield on the CLO assets represents the yield used for
recording interest income. The market yield used in the
valuation of the CLO assets may be different than the interest
yields. |
|
(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 $3,298.5 million and $3,322.3 million
at September 30, 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
$23.8 million and $34.0 million at September 30,
2007, and December 31, 2006, respectively. |
|
(4) |
Investments in the preferred shares/income notes of CLOs earn a
current return that is included in interest income in the
accompanying consolidated statement of operations. |
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,
35
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 September 30, 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 may
carry a fixed rate of interest or a floating rate of interest,
usually set as a spread over LIBOR, and may require payments of
both principal and interest throughout the life of the loan.
Senior loans generally have contractual maturities of three to
six years and interest is generally paid to the Company monthly
or quarterly. Unitranche debt generally carries a fixed
rate of interest 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.
Business Loan Express, LLC. BLX originates, sells,
and services primarily real estate secured loans, including real
estate secured conventional loans, loans under the Small
Business Administrations 7(a) Guaranteed Loan
Program, and small commercial real estate loans. BLX is
headquartered in New York, NY.
The Companys investment in BLX totaled $324.6 million
at cost and $136.7 million at value, which included
unrealized depreciation of $187.9 million, at
September 30, 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 half of 2007, the Company increased its investment
in BLX by $29.2 million by acquiring additional
Class A equity interests. In addition, in the first quarter
of 2007, the chief executive officer of BLX invested
$3.0 million in the form of Class A equity interests
in BLX. The Company plans to purchase these interests from him
in conjunction with a restructuring of BLXs operations.
The purpose of these additional investments was to fund payments
to the SBA in the first quarter of 2007 discussed below and to
provide additional equity capital to BLX.
36
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Total interest and related portfolio income earned from the
Companys investment in BLX for the three and nine months
ended September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Interest income on subordinated debt and Class A equity
interests
|
|
$ |
|
|
|
$ |
4.1 |
|
|
$ |
|
|
|
$ |
11.9 |
|
Fees and other income
|
|
|
1.3 |
|
|
|
2.0 |
|
|
|
4.1 |
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
1.3 |
|
|
$ |
6.1 |
|
|
$ |
4.1 |
|
|
$ |
18.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income from BLX for the three and nine
months ended September 30, 2006, included interest income
of $2.0 million and $5.7 million, respectively, which
was paid in kind. The interest paid in kind was paid to the
Company through the issuance of additional Class A 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 or nine
months ended September 30, 2007.
In consideration for providing a guaranty on BLXs
revolving credit facility and standby letters of credit
(discussed below), the Company earned fees of $1.3 million
and $4.1 million for the three and nine months ended
September 30, 2007, respectively, and $1.5 million and
$4.6 million for the three and nine months ended
September 30, 2006, respectively, which were included in
fees and other income. As of September 30, 2007, BLX had
not yet paid the $4.1 million in such fees earned by the
Company in 2007 and, as a result, such fees were included as a
receivable in other assets. The remaining fees and other income
in 2006 relate to management fees from BLX. The Company has not
charged BLX management fees in 2007.
Net change in unrealized appreciation or depreciation included a
net decrease of $84.1 million and $103.2 million for
the three and nine months ended September 30, 2007,
respectively. Net change in unrealized appreciation or
depreciation for the three and nine months ended
September 30, 2006, included a net decrease of
$34.3 million and $67.9 million, respectively, on the
Companys investment in BLX.
BLX is a national, non-bank lender that currently participates
in the SBAs 7(a) Guaranteed Loan Program and its
wholly-owned subsidiary 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 ongoing investigations 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 alleged 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. On October 1, 2007,
the former BLX employee pled guilty to one count of conspiracy
to fraudulently originate SBA-guaranteed loans and one count of
making a false statement before a grand jury. The OIG and the
U.S. Department of Justice are also conducting a civil
investigation of BLXs lending practices in
37
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
various jurisdictions. As an SBA lender, BLX is also subject to
other SBA and OIG audits, investigations, and reviews. In
addition, the Office of the Inspector General of the U.S.
Department of Agriculture is conducting an investigation of
BLXs lending practices under the Business and Industry
Loan (B&I) program. These investigations, audits and reviews
are ongoing.
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 the Companys financial results.
The Company has considered BLXs current regulatory issues
and ongoing investigations and litigation in performing the
valuation of BLX at September 30, 2007. The Company is
monitoring the situation.
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 the charges by the U.S. Attorneys
Office for the Eastern District of Michigan against
Mr. Harrington. 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, in
October 2007, BLX received a notice from the SBA that
outlines certain conditions to the SBAs authorization for
BLX to securitize the unguaranteed portions of SBA loans.
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 December 31, 2007. BLX
is in negotiations with the warehouse facility providers to
renew and amend the facility. If the current facility were to
expire without renewal, the warehouse facility notes would
become due and payable, and substantially all collections on the
unguaranteed interests that currently are in the warehouse
facility would be applied 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 this event,
the warehouse providers would not have recourse to BLX for
repayment of the warehouse facility notes. In addition, BLX
would not have the right to sell additional unguaranteed
interests in SBA loans into this facility. In the event that BLX
is unable to meet the SBAs conditions for securitization
of the unguaranteed portions of SBA loans discussed above or if
the warehouse providers do not agree to an extension of the
warehouse facility,
38
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
BLX will be required to seek alternative sources of capital to
finance SBA loan originations and could incur higher capital
costs.
At September 30, 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 to $600.0 million through
new or additional commitments 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. Upon the closing of this revolving credit facility in
January 2006, the Company agreed to provide 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. On September 27,
2007, the Company increased the guaranty amount to 60% of the
total obligations in connection with an amendment to and waivers
under the facility as discussed below. At September 30,
2007, the principal amount outstanding on the revolving credit
facility was $322.5 million and letters of credit issued
under the facility were $89.5 million. The total obligation
guaranteed by the Company at September 30, 2007, was
$249.0 million. At September 30, 2007, the Company had
also provided four standby letters of credit totaling
$19.0 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
the occurrence of 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. In September 2007, BLX received waivers until
January 31, 2008, from its lenders with respect to
non-compliance with certain facility covenants, and amended
certain facility covenants through January 31, 2008. In
addition, BLX previously received waivers from its lenders with
respect to certain other covenants to permit BLX to comply with
its obligations under its agreement with the SBA. BLXs
agreement with the SBA has reduced BLXs liquidity due to
the working capital required to comply with the agreement. BLX
is in negotiations with its lenders to amend the credit facility
covenants, but there can be no assurance that such negotiations
will be successful. If the credit facility lenders do not agree
to amend the covenants or to waive compliance with the covenants
in periods subsequent to January 31, 2008, BLX would be in
default under the credit facility.
On or about January 16, 2007, BLX and its subsidiary
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.
39
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 September 30, 2007, the
Company held 97.1% 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 may 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 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, if any, in the future should the Company intend to sell
the assets of or its interests in BLX within the
10-year period. At
September 30, 2007, and December 31, 2006, the Company
considered the impact on the fair value of its investment in BLX
due to BLXs tax attributes as an LLC and has also
considered the impact on the fair value of its investment due to
estimated built-in gain taxes, if any, in determining the fair
value of its investment in BLX.
Mercury Air Centers, Inc. In April 2004, the
Company completed the purchase of a majority ownership in
Mercury Air Centers, Inc. (Mercury).
At December 31, 2006, the Companys investment in
Mercury totaled $84.3 million at cost and
$244.2 million at value, which included unrealized
appreciation of $159.9 million.
In August 2007, the Company completed the sale of its majority
equity interest in Mercury and realized a gain of $259.5
million, subject to post-closing adjustments. Approximately $11
million of the Companys proceeds from the sale of its
equity is subject to certain holdback provisions. In addition,
the Company was repaid approximately $51 million of
subordinated debt outstanding to Mercury at closing.
Mercury owned and operated fixed base operations generally under
long-term leases from local airport authorities, which consisted
of terminal and hangar complexes that serviced the needs of the
general aviation community. Mercury was headquartered in
Richmond Heights, OH.
40
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Total interest and related portfolio income earned from the
Companys investment in Mercury for the three and nine
months ended September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Interest income
|
|
$ |
1.0 |
|
|
$ |
2.0 |
|
|
$ |
5.1 |
|
|
$ |
7.3 |
|
Fees and other income
|
|
|
|
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
1.0 |
|
|
$ |
2.1 |
|
|
$ |
5.3 |
|
|
$ |
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation for the
three months ended September 30, 2007, included the
reversal of $234.8 million of previously recorded
unrealized appreciation associated with the realization of a
gain on the sale of the Companys majority equity interest
in Mercury. Net change in unrealized appreciation or
depreciation for the nine months ended September 30, 2007,
included an increase in unrealized appreciation totaling
$74.9 million for the first half of 2007 and the reversal
of $234.8 million associated with the sale of the
Companys majority equity interest in the third quarter of
2007. Net change in unrealized appreciation or depreciation for
the three and nine months ended September 30, 2006,
included an increase in unrealized appreciation of
$59.8 million and $64.1 million, respectively, related to
the Companys investment in Mercury.
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. The Companys realized gain was
$434.4 million for the year ended December 31, 2006,
subject to post-closing adjustments and excluding any earn-out
amounts. In addition, the Company was entitled to receive
additional consideration through an earn-out payment based on
Advantages 2006 audited results. The earn-out payment
totaled $3.1 million, subject to potential
post-determination adjustments, and was recorded as a realized
gain in the second quarter of 2007.
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 September 30, 2007, the amount of the escrow
included in other assets in the accompanying consolidated
balance sheet was approximately $25 million.
Total interest and related portfolio income earned from the
Companys investment in Advantage while the Company held a
majority equity interest for the nine months ended
September 30, 2006, was $14.1 million. Net change in
unrealized appreciation or depreciation for the nine months ended
41
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
September 30, 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 the first quarter of 2006.
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, 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
$154.0 million at cost and $165.0 million at value at
September 30, 2007, and $151.6 million at cost and
$162.6 million at value at December 31, 2006. This
investment was included in companies 5% to 25% owned in the
consolidated financial statements as the Company continues to
hold a seat on Advantages board of directors.
Collateralized Loan Obligations (CLOs) and
Collateralized Debt Obligations (CDOs). At
September 30, 2007, and December 31, 2006, the Company
owned bonds and preferred shares/income notes in CLOs and a CDO
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Bonds(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CDO Fund I, Ltd.
|
|
$ |
28.4 |
|
|
$ |
28.5 |
|
|
|
14.2% |
|
|
$ |
28.4 |
|
|
$ |
28.4 |
|
|
|
14.3% |
|
Callidus MAPS CLO Fund I LLC
|
|
|
17.0 |
|
|
|
16.4 |
|
|
|
11.1% |
|
|
|
17.0 |
|
|
|
17.2 |
|
|
|
10.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
45.4 |
|
|
|
44.9 |
|
|
|
13.1% |
|
|
|
45.4 |
|
|
|
45.6 |
|
|
|
12.9% |
|
Preferred Shares/ Income
Notes(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CLO Fund III, Ltd.
|
|
|
22.0 |
|
|
|
20.7 |
|
|
|
15.9% |
|
|
|
23.3 |
|
|
|
23.0 |
|
|
|
12.8% |
|
Callidus Debt Partners CLO Fund IV, Ltd.
|
|
|
12.4 |
|
|
|
10.8 |
|
|
|
15.6% |
|
|
|
13.0 |
|
|
|
13.0 |
|
|
|
13.8% |
|
Callidus Debt Partners CLO Fund V, Ltd.
|
|
|
14.0 |
|
|
|
14.6 |
|
|
|
19.1% |
|
|
|
13.8 |
|
|
|
13.8 |
|
|
|
15.8% |
|
Callidus MAPS CLO Fund I LLC
|
|
|
50.1 |
|
|
|
41.7 |
|
|
|
10.4% |
|
|
|
51.0 |
|
|
|
47.4 |
|
|
|
17.1% |
|
Callidus MAPS CLO Fund II, Ltd.
|
|
|
18.0 |
|
|
|
18.0 |
|
|
|
14.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CLO Fund VI, Ltd.
|
|
|
25.7 |
|
|
|
25.7 |
|
|
|
19.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total preferred shares/ income notes
|
|
|
142.2 |
|
|
|
131.5 |
|
|
|
15.1% |
|
|
|
101.1 |
|
|
|
97.2 |
|
|
|
15.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
187.6 |
|
|
$ |
176.4 |
|
|
|
|
|
|
$ |
146.5 |
|
|
$ |
142.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The yield on these debt and equity securities is included in
interest income in the accompanying consolidated statement of
operations. The weighted average yield is calculated as the
(a) annual stated interest on the accruing bonds or the
effective interest yield on the preferred shares/income notes,
divided by (b) CLO and CDO assets at value. The market
yield used in the valuation of the CLO and CDO assets may be
different than the interest yields shown above. |
|
(2) |
These securities are included in private finance subordinated
debt. |
|
(3) |
These securities are included in private finance equity
securities. |
The initial yields on the cost basis of the CLO 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 classes. As each CLO preferred share or income note
ages, the estimated future cash flows are updated based on the
estimated performance of the underlying collateral assets, and
the respective yield on the cost basis is adjusted as necessary.
As future cash flows are subject to uncertainties and
contingencies that are difficult to predict and are subject to
42
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
future events that may alter current assumptions, no assurance
can be given that the anticipated yields to maturity will be
achieved.
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 September 30, 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 September 30, 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 94% and 86% to 92%, respectively, of the
face value of the securities issued in these CLOs.
At September 30, 2007, and December 31, 2006, the
underlying collateral assets of these CLO and CDO investments,
consisting primarily of senior debt, were issued by
486 issuers and 465 issuers, respectively, and had balances
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Bonds
|
|
$ |
273.3 |
|
|
$ |
245.4 |
|
Syndicated loans
|
|
|
2,471.8 |
|
|
|
1,769.9 |
|
Cash(1)
|
|
|
33.1 |
|
|
|
59.5 |
|
|
|
|
|
|
|
|
|
Total underlying collateral assets
|
|
$ |
2,778.2 |
|
|
$ |
2,074.8 |
|
|
|
|
|
|
|
|
|
|
(1) |
Includes undrawn liability amounts. |
At September 30, 2007, there was one defaulted obligor that
was included in the underlying collateral assets of Callidus
Debt Partners CLO Fund III, Ltd., Callidus Debt Partners
CLO Fund IV, Ltd. and Callidus MAPS CLO Fund I LLC. 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 September 30, 2007, and December 31,
2006, the total face value of defaulted obligations was
$6.4 million and $9.6 million, respectively, or
approximately 0.2% and 0.5% of the total underlying collateral
assets, respectively.
Allied Capital Senior Debt Fund, L.P. The Company
is a special limited partner in the Allied Capital Senior Debt
Fund, L.P. (the Fund), a private fund that generally
invests in senior, unitranche and second lien debt. The Company
has committed $31.8 million to the Fund, which is a
portfolio company, of which $19.1 million has been funded.
At September 30, 2007, the Companys investment in the
Fund totaled $19.1 million at cost and $19.5 million
at value. The Fund has closed on $125 million in equity
capital commitments. As a special limited partner, the Company
expects to earn an incentive allocation of 20% of the annual net
income of the Fund, subject to certain
43
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
performance benchmarks. The value of the Companys
investment in the Fund is based on the net asset value of the
Fund, which reflects the capital invested plus its allocation of
the net earnings of the Fund, including the incentive allocation.
AC Corp is the investment manager to the Fund. Callidus Capital
Corporation, a portfolio investment controlled by the Company,
acts as special manager to the Fund. An affiliate of the Company
is the general partner of the Fund, and AC Corp serves as
collateral manager to a warehouse financing vehicle associated
with the Fund. AC Corp will earn a management fee of up to 2% of
the net asset value of the Fund and will pay Callidus 25% of
that management fee to compensate Callidus for its role as
special manager.
In connection with the Funds formation in June 2007, the
Company sold an initial portfolio of approximately
$183 million of seasoned assets with a weighted average
yield of 10.3% to a warehouse financing vehicle associated with
the Fund. In the third quarter of 2007, the Company sold
$14.8 million of seasoned assets with a weighted average
yield of 8.6% to the warehouse financing vehicle. The Company
may sell additional loans to the Fund or the warehouse financing
vehicle. In addition, during the third quarter of 2007, the
Company repurchased one asset totaling $12.0 million from
the Fund, which the Company had sold to the Fund in
June 2007.
Loans and Debt Securities on Non-Accrual Status.
At September 30, 2007, and December 31, 2006, private
finance loans and debt securities at value not accruing interest
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Loans and debt securities in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
51.6 |
|
|
$ |
51.1 |
|
|
Companies 5% to 25% owned
|
|
|
13.1 |
|
|
|
4.0 |
|
|
Companies less than 5% owned
|
|
|
20.7 |
|
|
|
31.6 |
|
Loans and debt securities not in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
116.2 |
|
|
|
87.1 |
|
|
Companies 5% to 25% owned
|
|
|
16.4 |
|
|
|
7.2 |
|
|
Companies less than 5% owned
|
|
|
13.0 |
|
|
|
38.9 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
231.0 |
|
|
$ |
219.9 |
|
|
|
|
|
|
|
|
44
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 September 30, 2007, and December 31, 2006,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Industry
|
|
|
|
|
|
|
|
|
Business services
|
|
|
37 |
% |
|
|
39 |
% |
Consumer products
|
|
|
24 |
|
|
|
20 |
|
Industrial products
|
|
|
11 |
|
|
|
9 |
|
Financial services
|
|
|
10 |
|
|
|
9 |
|
Retail
|
|
|
5 |
|
|
|
6 |
|
Consumer services
|
|
|
4 |
|
|
|
6 |
|
CLO/CDO(1)
|
|
|
4 |
|
|
|
3 |
|
Healthcare services
|
|
|
2 |
|
|
|
3 |
|
Energy services
|
|
|
|
|
|
|
2 |
|
Other
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic
Region(2)
|
|
|
|
|
|
|
|
|
Mid-Atlantic
|
|
|
36 |
% |
|
|
31 |
% |
Midwest
|
|
|
29 |
|
|
|
30 |
|
Southeast
|
|
|
19 |
|
|
|
18 |
|
West
|
|
|
14 |
|
|
|
17 |
|
Northeast
|
|
|
2 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
(1) |
These funds invest in senior debt representing a variety of
industries and are managed by Callidus Capital, a portfolio
company of Allied Capital. |
|
(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 September 30, 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
|
|
$ |
64.8 |
|
|
$ |
64.2 |
|
|
|
6.4% |
|
|
$ |
72.6 |
|
|
$ |
71.9 |
|
|
|
7.5% |
|
Real estate owned
|
|
|
15.6 |
|
|
|
22.0 |
|
|
|
|
|
|
|
15.7 |
|
|
|
19.6 |
|
|
|
|
|
Equity interests
|
|
|
15.7 |
|
|
|
33.5 |
|
|
|
|
|
|
|
15.2 |
|
|
|
26.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
96.1 |
|
|
$ |
119.7 |
|
|
|
|
|
|
$ |
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. |
45
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 September 30, 2007, and
December 31, 2006, approximately 87% and 96%, respectively,
of the Companys commercial mortgage loan portfolio was
composed of fixed rate loans and approximately 13% and 4%,
respectively, was composed of adjustable rate loans. At
September 30, 2007, and December 31, 2006, loans with
a value of $19.1 million and $18.9 million,
respectively, were not accruing interest. Loans greater than
120 days delinquent generally do not accrue interest.
Equity interests consist primarily of equity securities issued
by privately owned companies that invest in single real estate
properties. These equity interests may be subject to certain
restrictions on their resale and are generally illiquid. Equity
interests generally do not produce a current return, but are
generally held in anticipation of investment appreciation and
ultimate realized gain on sale.
The property types and the geographic composition securing the
commercial mortgage loans and equity interests at value at
September 30, 2007, and December 31, 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Property Type
|
|
|
|
|
|
|
|
|
Hospitality
|
|
|
44 |
% |
|
|
45 |
% |
Office
|
|
|
21 |
|
|
|
20 |
|
Retail
|
|
|
19 |
|
|
|
19 |
|
Recreation
|
|
|
14 |
|
|
|
1 |
|
Housing
|
|
|
|
|
|
|
13 |
|
Other
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
Southeast
|
|
|
36 |
% |
|
|
36 |
% |
Mid-Atlantic
|
|
|
31 |
|
|
|
35 |
|
Midwest
|
|
|
25 |
|
|
|
21 |
|
Northeast
|
|
|
8 |
|
|
|
8 |
|
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
46
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt
At September 30, 2007, and December 31, 2006, the
Company had the following debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Annual |
|
|
|
Annual |
|
|
Facility |
|
Amount |
|
Interest |
|
Facility |
|
Amount |
|
Interest |
|
|
Amount |
|
Drawn |
|
Cost(1) |
|
Amount |
|
Drawn |
|
Cost(1) |
($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable and debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately issued unsecured notes payable
|
|
$ |
1,042.4 |
|
|
$ |
1,042.4 |
|
|
|
6.1% |
|
|
|
$1,041.4 |
|
|
|
$1,041.4 |
|
|
|
6.1% |
|
|
Publicly issued unsecured notes payable
|
|
|
880.0 |
|
|
|
880.0 |
|
|
|
6.7% |
|
|
|
650.0 |
|
|
|
650.0 |
|
|
|
6.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable and debentures
|
|
|
1,922.4 |
|
|
|
1,922.4 |
|
|
|
6.4% |
|
|
|
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
|
|
$ |
2,844.9 |
|
|
$ |
1,922.4 |
|
|
|
6.6% |
(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
September 30, 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 $4.1 million and $3.9 million at
September 30, 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 September 30, 2007, $859.0 million remained unused
and available on the revolving line of credit, net of amounts
committed for standby letters of credit of $63.5 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 September 30, 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 $15.2 million. The notes
have fixed interest rates and have substantially the same terms
as the Companys other unsecured notes. The Euro notes
require annual interest payments and the Sterling notes require
semi-annual interest payments until maturity. Simultaneous with
issuing the notes, the Company entered into a cross currency
swap with a financial institution which fixed the Companys
interest and principal payments in U.S. dollars for the
life of the debt.
Publicly Issued Unsecured Notes Payable. At
September 30, 2007, the Company had outstanding publicly
issued unsecured notes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Maturity Date | |
($ 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
|
|
|
230.0 |
|
|
|
April 15, 2047 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
880.0 |
|
|
|
|
|
|
|
|
|
|
|
|
47
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. In April 2007, the Company issued
additional notes, through an over-allotment option, totaling
$30.0 million for net proceeds of $29.1 million. Net
proceeds are net of underwriting discounts and estimated
offering expenses.
The 6.875% Notes due 2047 require payment of interest only
quarterly, and all principal is due upon maturity. The Company
may redeem these notes in whole or in part at any time or from
time to time on or after April 15, 2012, at par and upon
the occurrence of certain tax events as stipulated in the notes.
Scheduled Maturities. Scheduled future maturities
of notes payable at September 30, 2007, were as follows:
|
|
|
|
|
|
Year |
|
Amount Maturing | |
|
|
| |
|
|
($ in millions) | |
2007
|
|
$ |
|
|
2008
|
|
|
153.0 |
|
2009
|
|
|
269.9 |
|
2010
|
|
|
408.0 |
|
2011
|
|
|
472.5 |
|
Thereafter
|
|
|
619.0 |
|
|
|
|
|
|
Total
|
|
$ |
1,922.4 |
|
|
|
|
|
At September 30, 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 $4.1 million and
$3.9 million at September 30, 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.
48
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
$62.3 million and $137.3 million, respectively, for
the nine months ended September 30, 2007 and 2006. The
maximum amount borrowed under this facility and the weighted
average stated interest rate for the nine months ended
September 30, 2007 and 2006, were $225.5 million and
6.4%, respectively, and $540.3 million and 6.3%,
respectively. At September 30, 2007, the amount available
under the revolving line of credit was $859.0 million, net
of amounts committed for standby letters of credit of
$63.5 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 September 30, 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 September 30, 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 September 30, 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 September 30, 2007, and
December 31, 2006, the Company had issued guarantees of
debt, rental obligations, and lease obligations aggregating
$263.9 million and $202.1 million, respectively, and
had extended standby letters of credit aggregating
$63.5 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
$327.4 million and $243.1 million at
September 30, 2007, and December 31, 2006,
respectively.
49
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 5. Guarantees and Commitments, continued
As of September 30, 2007, the guarantees and standby
letters of credit expired as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
After 2011 | |
(in millions) |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Guarantees
|
|
$ |
263.9 |
|
|
$ |
3.0 |
|
|
$ |
3.0 |
|
|
$ |
251.5 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
2.0 |
|
Standby letters of
credit(1)
|
|
|
63.5 |
|
|
|
|
|
|
|
63.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total(2)
|
|
$ |
327.4 |
|
|
$ |
3.0 |
|
|
$ |
66.5 |
|
|
$ |
251.5 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 $271.0 million at September 30,
2007. At September 30, 2007, the principal components of
these guarantees included a guarantee of 60% of the outstanding
total obligations on BLXs revolving line of credit, which
expires in March 2009, for a total guaranteed amount of
$249.0 million and standby letters of credit totaling
$19.0 million in connection with term securitizations
completed by BLX. 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 or guaranty
certain minimum fees to such parties under certain circumstances.
At September 30, 2007, the Company had outstanding
commitments to fund investments totaling $469.0 million,
including $426.6 million related to private finance
investments and $42.4 related to commercial real estate
finance investments.
Note 6. Shareholders Equity
Sales of common stock for the nine months ended
September 30, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
(in millions) |
|
| |
|
| |
Number of common shares
|
|
|
3,325 |
|
|
|
8,175 |
|
|
|
|
|
|
|
|
Gross proceeds
|
|
$ |
97,256 |
|
|
$ |
229,804 |
|
Less costs, including underwriting fees
|
|
|
(3,472 |
) |
|
|
(10,922 |
) |
|
|
|
|
|
|
|
|
Net proceeds
|
|
$ |
93,784 |
|
|
$ |
218,882 |
|
|
|
|
|
|
|
|
The Company issued 0.5 million shares of common stock upon
the exercise of stock options during both the nine months ended
September 30, 2007 and 2006. In addition, in July 2007, the
Company issued 1.7 million unregistered shares of common
stock upon the cancellation of stock options pursuant to a
tender offer. See Note 9.
50
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
nine months ended September 30, 2007 and 2006, the Company
issued new shares in order to satisfy dividend reinvestment
requests. Dividend reinvestment plan activity for the nine
months ended September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Nine | |
|
|
Months Ended | |
|
|
September 30, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in millions, except per share amounts) |
|
| |
|
| |
Shares issued
|
|
|
0.4 |
|
|
|
0.4 |
|
Average price per share
|
|
$ |
30.05 |
|
|
$ |
29.95 |
|
Note 7. Earnings Per Common Share
Earnings per common share for the three and nine months ended
September 30, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
(in millions, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
Net increase (decrease) in net assets resulting from operations
|
|
$ |
(96.5 |
) |
|
$ |
77.9 |
|
|
$ |
125.8 |
|
|
$ |
211.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding basic
|
|
|
154.0 |
|
|
|
144.2 |
|
|
|
152.0 |
|
|
|
141.0 |
|
Dilutive options outstanding
|
|
|
1.3 |
|
|
|
2.9 |
|
|
|
2.7 |
|
|
|
3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding diluted
|
|
|
155.3 |
|
|
|
147.1 |
|
|
|
154.7 |
|
|
|
144.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share
|
|
$ |
(0.63 |
) |
|
$ |
0.54 |
|
|
$ |
0.83 |
|
|
$ |
1.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share
|
|
$ |
(0.62 |
) |
|
$ |
0.53 |
|
|
$ |
0.81 |
|
|
$ |
1.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
September 30, 2007, and December 31, 2006, totaled
$21.6 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
51
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 the nine
months ended September 30, 2007 and 2006, 0.3 million and
0.2 million shares were purchased in the DCP II,
respectively.
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 September 30,
2007, and December 31, 2006, common stock held in DCP II
was $37.1 million and $28.3 million, respectively, and
the IPA liability was $38.9 million and $33.9 million,
respectively. At September 30, 2007, and December 31,
2006, the DCP II held 1.3 million shares and
1.0 million shares, respectively, of the Companys
common stock.
52
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
The IPA expense for the three and nine months ended
September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
IPA contributions
|
|
$ |
2.4 |
|
|
$ |
2.1 |
|
|
$ |
7.4 |
|
|
$ |
6.0 |
|
IPA mark to market expense (benefit)
|
|
|
(2.0 |
) |
|
|
1.2 |
|
|
|
(3.6 |
) |
|
|
0.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total IPA expense (benefit)
|
|
$ |
0.4 |
|
|
$ |
3.3 |
|
|
$ |
3.8 |
|
|
$ |
6.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company also has an individual performance bonus
(IPB), which is distributed in cash to award
recipients 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 September 30, 2007 and 2006, the IPB
expense was $2.6 million and $2.3 million,
respectively. For the nine months ended September 30, 2007
and 2006, the IPB expense was $7.1 million and
$5.9 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 up to a three year period. Options granted to
non-officer directors vest on the grant date.
All rights to exercise options terminate 60 days after an
optionee ceases to be (i) a non-officer director,
(ii) both an officer and a director, if such optionee
serves in both capacities, or (iii) an officer (if such
officer is not also a director) of the Company for any cause
other than death or total and permanent disability. In the event
of a change of control of the Company, all outstanding options
will become fully vested and exercisable as of the change of
control.
At December 31, 2006, there were 32.2 million shares
authorized under the Option Plan. On May 15, 2007, the
Companys stockholders voted to increase the number of
shares of common stock authorized for issuance to
37.2 million shares.
On July 18, 2007, the Company completed a tender offer
related to the Companys offer to all optionees who held
vested in-the-money stock options as of
June 20, 2007, the opportunity to receive an option
cancellation payment (OCP) equal to the
in-the-money value of the stock options cancelled,
determined using the Weighted Average Market Price of $31.75,
which would be paid one-half in cash and one-half in
unregistered shares of the Companys common stock. The
Company accepted for cancellation 10.3 million vested
options, which in the aggregate had a weighted average exercise
price of $21.50. This resulted in a total option cancellation
payment of approximately $105.6 million, of which
$52.8 million was paid in cash and $52.8 million was
paid through the issuance of 1.7 million unregistered
shares of the Companys common stock, determined
53
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9. Stock Option Plan, continued
using the Weighted Average Market Price of $31.75. The Weighted
Average Market Price represented the volume weighted average
price of the Companys common stock over the fifteen
trading days preceding the first day of the offer period, or
June 20, 2007. See Note 2 Stock Compensation
Plans.
At September 30, 2007, (subsequent to the completion of the
tender offer) and December 31, 2006, the number of shares
available to be granted under the Option Plan was
10.7 million and 1.6 million, respectively.
Information with respect to options granted, exercised,
cancelled in tender offer and forfeited under the Option Plan
for the nine months ended September 30, 2007, was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
Weighted | |
|
|
|
|
|
|
Average | |
|
Average | |
|
Aggregate | |
|
|
|
|
Exercise | |
|
Contractual | |
|
Intrinsic | |
|
|
|
|
Price Per | |
|
Remaining | |
|
Value at | |
|
|
Shares | |
|
Share | |
|
Term (Years) | |
|
September 30, 2007(1) | |
|
|
| |
|
| |
|
| |
|
| |
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at January 1, 2007
|
|
|
23.2 |
|
|
$ |
24.92 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
6.6 |
|
|
$ |
29.52 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(0.5 |
) |
|
$ |
25.19 |
|
|
|
|
|
|
|
|
|
Cancelled in tender
offer(2)
|
|
|
(10.3 |
) |
|
$ |
21.50 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(0.5 |
) |
|
$ |
28.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at September 30, 2007
|
|
|
18.5 |
|
|
$ |
28.36 |
|
|
|
6.82 |
|
|
$ |
21.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at September 30,
2007(3)
|
|
|
11.8 |
|
|
$ |
27.99 |
|
|
|
6.78 |
|
|
$ |
17.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable and expected to be exercisable at September 30,
2007(4)
|
|
|
18.0 |
|
|
$ |
28.34 |
|
|
|
6.82 |
|
|
$ |
20.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the difference between the market value of the
options at September 30, 2007, and the cost for the option
holders to exercise the options. |
(2) |
See description of the tender offer above. |
(3) |
Represents vested options. |
(4) |
The amount of options expected to be exercisable at
September 30, 2007, is calculated based on an estimate of
expected forfeitures. |
During the nine months ended September 30, 2006,
1.8 million options were granted, 0.5 million options
were exercised and 0.3 million options were forfeited.
The fair value of the shares vested during the nine months ended
September 30, 2007 and 2006, was $21.6 million and
$16.1 million, respectively. The total intrinsic value of
the options exercised during the nine months ended
September 30, 2007 and 2006, was $2.6 million and
$3.4 million, respectively.
Note 10. Dividends and Distributions and Taxes
The Companys Board of Directors declared and the Company
paid a dividend of $0.63, $0.64 and $0.65 per common share
for the first, second and third quarters of 2007, respectively,
and $0.59, $0.60 and $0.61 per common share for the first,
second and third quarters of 2006, respectively.
54
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
These dividends totaled $293.7 million and
$255.4 million for the nine months ended September 30,
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 declared a dividend of
$0.65 per common share for the fourth quarter of 2007, and
an extra cash dividend of $0.07 per share.
At December 31, 2006, the Company had excess taxable income
of $402.8 million available for distribution to
shareholders in 2007. Excess taxable income for 2006 represents
$126.7 million of ordinary income and $276.1 million
of net long-term capital gains.
Dividends paid in 2007 will first be paid out of the excess
taxable income carried over from 2006. For the first, second and
third quarters of 2007, the Company paid dividends of
$293.7 million. The remainder of 2006 excess taxable income
to be distributed during the fourth quarter of 2007 is
$109.1 million. In accordance with regulated investment
company distribution rules, the Company was required to declare
current year dividends to be paid from carried over excess
taxable income from 2006 before the Company filed its 2006 tax
return in September 2007, and the Company must pay such
dividends by December 31, 2007. To comply with these rules,
on July 27, 2007, the Companys Board of Directors
declared a $0.65 per share dividend for both the third and
fourth quarters of 2007. The Companys Board of Directors
also declared an extra dividend of $0.07 per share on
September 14, 2007. The third quarter dividend was paid on
September 26, 2007, and the fourth quarter dividend will be
paid on December 26, 2007. The extra dividend will be paid
on December 27, 2007. The Company expects that
substantially all of the 2007 dividend payments will be made
from excess 2006 taxable earnings.
Given that substantially all of the 2007 dividend payments will
be made from excess taxable income carried over from 2006, the
Company currently expects to carry over substantially all of its
estimated annual taxable income for 2007 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 during the year. The
Company accrues an excise tax on the estimated excess taxable
income earned for the respective periods. For the three and nine
months ended September 30, 2007, the Company recorded an
excise tax of $9.0 million and $16.6 million,
respectively. For the three and nine months ended
September 30, 2006, the Company recorded an excise tax of
$2.5 million and $14.1 million, respectively.
In addition to excess taxable income carried forward, the
Company has cumulative deferred taxable income related to
installment sale gains of $221.9 million as of
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 Companys consolidated subsidiary, AC Corp, is subject
to federal and state income taxes. For the three months ended
September 30, 2007 and 2006, the income tax
expense was $2.2 million and the income tax benefit
was $0.6 million, respectively, and for the nine months
ended September 30, 2007 and 2006, the income tax benefit
was $0.5 million and the income tax expense was
$0.2 million, respectively.
55
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 11. Supplemental Disclosure of Cash Flow
Information
The Company paid interest of $81.2 million and
$50.1 million, respectively, for the nine months ended
September 30, 2007 and 2006.
Non-cash operating activities for the nine months ended
September 30, 2007 and 2006, totaled $58.4 million and
$308.1 million, respectively. Non-cash operating activities
for the nine months ended September 30, 2006, included a
note received as consideration from the sale of the
Companys equity investment in Advantage of
$150.0 million and a note received as consideration from
the sale of the Companys equity investment in STS
Operating, Inc. of $30.0 million.
Non-cash financing activities included the issuance of common
stock in lieu of cash distributions totaling $12.4 million
and $11.1 million, for the nine months ended
September 30, 2007 and 2006, respectively. Non-cash
financing activities for the nine months ended
September 30, 2007, also included the payment of one-half
of the value of the option cancellation payment in connection
with the tender offer, or $52.8 million, through the
issuance of 1.7 million unregistered shares of the
Companys common stock. See Notes 2 and 9.
56
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 12. Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
At and for the | |
|
|
Nine Months Ended | |
|
Year Ended | |
|
|
September 30, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007(1) | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
|
(unaudited) | |
|
|
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$ |
19.12 |
|
|
$ |
19.17 |
|
|
$ |
19.17 |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income(2)
|
|
|
0.54 |
|
|
|
0.97 |
|
|
|
1.30 |
|
|
Net realized
gains(2)(3)
|
|
|
2.03 |
|
|
|
3.77 |
|
|
|
3.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income plus net realized
gains(2)
|
|
|
2.57 |
|
|
|
4.74 |
|
|
|
4.96 |
|
|
Net change in unrealized appreciation or
depreciation(2)(3)
|
|
|
(1.76 |
) |
|
|
(3.27 |
) |
|
|
(3.28 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
(2)
|
|
|
0.81 |
|
|
|
1.47 |
|
|
|
1.68 |
|
|
|
|
|
|
|
|
|
|
|
Decrease in net assets from shareholder distributions
|
|
|
(1.92 |
) |
|
|
(1.80 |
) |
|
|
(2.47 |
) |
Net increase in net assets from capital share
transactions(2)(4)
|
|
|
0.23 |
|
|
|
0.54 |
|
|
|
0.74 |
|
Decrease in net assets from the cash portion of the option
cancellation
payment(2)(5)
|
|
|
(0.34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$ |
17.90 |
|
|
$ |
19.38 |
|
|
$ |
19.12 |
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period
|
|
$ |
29.39 |
|
|
$ |
30.21 |
|
|
$ |
32.68 |
|
Total
return(6)
|
|
|
(4.2 |
)% |
|
|
9.2 |
% |
|
|
20.6 |
% |
Ratios and Supplemental Data
($ and shares in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending net assets
|
|
$ |
2,765.8 |
|
|
$ |
2,823.9 |
|
|
$ |
2,841.2 |
|
Common shares outstanding at end of period
|
|
|
154.5 |
|
|
|
145.7 |
|
|
|
148.6 |
|
Diluted weighted average common shares outstanding
|
|
|
154.7 |
|
|
|
144.0 |
|
|
|
145.6 |
|
Employee, employee stock option and administrative
expenses/average net
assets(7)
|
|
|
5.06 |
% |
|
|
3.99 |
% |
|
|
5.38 |
% |
Total operating expenses/average net
assets(7)
|
|
|
8.46 |
% |
|
|
6.65 |
% |
|
|
9.05 |
% |
Net investment income/average net
assets(7)
|
|
|
2.87 |
% |
|
|
5.16 |
% |
|
|
6.90 |
% |
Net increase in net assets resulting from operations/average net
assets(7)
|
|
|
4.35 |
% |
|
|
7.78 |
% |
|
|
8.94 |
% |
Portfolio turnover
rate(7)
|
|
|
24.43 |
% |
|
|
23.61 |
% |
|
|
27.05 |
% |
Average debt outstanding
|
|
$ |
1,909.5 |
|
|
$ |
1,433.5 |
|
|
$ |
1,491.0 |
|
Average debt per
share(2)
|
|
$ |
12.34 |
|
|
$ |
9.95 |
|
|
$ |
10.24 |
|
|
|
(1) |
The results for the nine months ended September 30, 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) |
Excludes capital share transactions related to the cash portion
of the option cancellation payment. |
|
(5) |
See Notes 2 and 9 to the consolidated financial statements above
for further discussion. |
|
(6) |
Total return assumes the reinvestment of all dividends paid for
the periods presented. |
|
(7) |
The ratios for the nine months ended September 30, 2007 and
2006, do not represent annualized results. |
57
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 13. Litigation
On June 23, 2004, the Company was notified by the SEC that
the SEC was conducting an informal investigation of the Company.
The investigation related to the valuation of securities in the
Companys private finance portfolio and other matters. On
June 20, 2007, the Company announced that it entered into a
settlement with the SEC that resolved the SECs informal
investigation. As part of the settlement and without admitting
or denying the SECs allegations, the Company agreed to the
entry of an administrative order. In the order the SEC alleged
that, between June 30, 2001, and March 31, 2003, the
Company did not maintain books, records and accounts which, in
reasonable detail, supported or accurately and fairly reflected
valuations of certain securities in the Companys private
finance portfolio and, as a result, did not meet certain
recordkeeping and internal controls provisions of the federal
securities laws. In the administrative order, the SEC ordered
the Company to continue to maintain certain of its current
valuation-related controls. Specifically, for a period of two
years, the Company has undertaken to: (1) continue to
employ a Chief Valuation Officer, or a similarly structured
officer-level employee, to oversee its quarterly valuation
processes; and (2) continue to employ third-party valuation
consultants to assist in its quarterly valuation processes.
On December 22, 2004, the Company received letters from the
U.S. Attorney for the District of Columbia requesting the
preservation and production of information regarding the Company
and Business Loan Express, LLC in connection with a criminal
investigation relating to matters similar to those investigated
by and settled with the SEC as discussed above. The Company
produced materials in response to the requests from the U.S.
Attorneys office and certain current and former employees
were interviewed by the U.S. Attorneys Office. The Company
has voluntarily cooperated with the investigation.
In late December 2006, the Company received a subpoena from the
U.S. Attorney for the District of Columbia requesting,
among other things, the production of records regarding the use
of private investigators by the Company or its agents. The Board
established a committee, which was advised by its own counsel,
to review this matter. In the course of gathering documents
responsive to the subpoena, the Company became aware that an
agent of the Company obtained what were represented to be
telephone records of David Einhorn and which purport to be
records of calls from Greenlight Capital during a period of time
in 2005. Also, while the Company was gathering documents
responsive 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 U.S. 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. The complaint
was summarily dismissed in July 2007. The complaint alleged
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. On
October 5, 2007, Rena Nadoff sent a letter to the
Companys Board of Directors with substantially the same
claims and a request that the Board of Directors investigate the
claims and take appropriate action. The Board of Directors has
established a committee, which is advised by its own counsel, to
review the matter.
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
58
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 13. Litigation, continued
management violated Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and
Rule 10b-5
thereunder. Thereafter, the court appointed new lead counsel and
approved new lead plaintiffs. On July 30, 2007, plaintiffs
served an amended complaint. Plaintiffs claim that, between
November 7, 2005, and January 22, 2007, Allied Capital
either failed to disclose or misrepresented information about
its portfolio company, Business Loan Express, LLC. Plaintiffs
seek 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. On
September 13, 2007, the Company filed a motion to dismiss
the lawsuit. The motion is pending.
In addition, the Company is party to certain lawsuits in the
normal course of business.
While the outcome of any of the open legal proceedings described
above cannot at this time be predicted with certainty, the
Company does not expect these matters will materially affect its
financial condition or results of operations.
59
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 September 30,
2007, the related consolidated statements of operations, for the
three- and nine-month periods ended September 30, 2007 and
2006, and the consolidated statements of changes in net assets
and cash flows and the financial highlights (included in
Note 12) for the nine-month periods ended
September 30, 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.
November 7, 2007
60
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, |
|
|
|
|
|
September 30, |
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,025 |
|
|
|
(1,025 |
) |
|
|
|
|
|
AllBridge Financial, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
|
|
|
|
2,300 |
|
|
(Financial Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Capital Senior Debt Fund, L.P.
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,535 |
|
|
|
|
|
|
|
19,535 |
|
|
(Private Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
918 |
|
|
|
|
|
|
|
(68 |
) |
|
|
850 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
973 |
|
|
|
|
|
|
|
973 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviation Properties Corporation |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
65 |
|
|
|
(65 |
) |
|
|
|
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,473 |
|
|
|
|
|
|
|
2,473 |
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Loan Express, LLC |
|
Class A Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Financial Services)
|
|
Interests(5) |
|
|
|
|
|
|
|
|
|
|
66,622 |
|
|
|
29,200 |
|
|
|
|
|
|
|
95,822 |
|
|
|
Class B Equity Interests |
|
|
|
|
|
|
|
|
|
|
79,139 |
|
|
|
|
|
|
|
(38,251 |
) |
|
|
40,888 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
|
|
|
|
64,976 |
|
|
|
|
|
|
|
(64,976 |
) |
|
|
|
|
|
Calder Capital Partners, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
$ |
33 |
|
|
|
975 |
|
|
|
1,326 |
|
|
|
(83 |
) |
|
|
2,218 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,076 |
|
|
|
159 |
|
|
|
(1,888 |
) |
|
|
347 |
|
|
Callidus Capital Corporation
|
|
Senior Loan |
|
$ |
42 |
|
|
|
|
|
|
|
|
|
|
|
2,100 |
|
|
|
(2,100 |
) |
|
|
|
|
|
(Financial Services)
|
|
Subordinated Debt |
|
|
850 |
|
|
|
|
|
|
|
5,762 |
|
|
|
813 |
|
|
|
|
|
|
|
6,575 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
22,550 |
|
|
|
20,090 |
|
|
|
|
|
|
|
42,640 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt |
|
|
3,240 |
|
|
|
|
|
|
|
36,333 |
|
|
|
27 |
|
|
|
(1,446 |
) |
|
|
34,914 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
687 |
|
|
|
|
|
|
|
5,972 |
|
|
|
5 |
|
|
|
|
|
|
|
5,977 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
19,619 |
|
|
|
3,399 |
|
|
|
|
|
|
|
23,018 |
|
|
CR Holding, Inc.
|
|
Subordinated Debt |
|
|
5,092 |
|
|
|
|
|
|
|
39,401 |
|
|
|
1,051 |
|
|
|
|
|
|
|
40,452 |
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
25,738 |
|
|
|
15,296 |
|
|
|
|
|
|
|
41,034 |
|
|
Direct Capital Corporation
|
|
Subordinated Debt |
|
|
3,451 |
|
|
|
|
|
|
|
|
|
|
|
37,515 |
|
|
|
|
|
|
|
37,515 |
|
|
(Financial Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,250 |
|
|
|
(12,327 |
) |
|
|
6,923 |
|
|
Financial Pacific Company
|
|
Subordinated Debt |
|
|
9,473 |
|
|
|
|
|
|
|
71,362 |
|
|
|
1,113 |
|
|
|
|
|
|
|
72,475 |
|
|
(Financial Services)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
15,942 |
|
|
|
2,512 |
|
|
|
|
|
|
|
18,454 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
65,186 |
|
|
|
|
|
|
|
(18,164 |
) |
|
|
47,022 |
|
|
ForeSite Towers, LLC
|
|
Equity Interest |
|
|
1,269 |
|
|
|
|
|
|
|
12,290 |
|
|
|
|
|
|
|
(11,409 |
) |
|
|
881 |
|
|
(Tower Leasing)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Communications, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
15,957 |
|
|
|
|
|
|
|
(8,381 |
) |
|
|
7,576 |
|
|
(Business Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
11,237 |
|
|
|
|
|
|
|
(11,237 |
) |
|
|
|
|
|
|
Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior
Loan(5) |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
9,169 |
|
|
|
(9,169 |
) |
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Healthy Pet Corp.
|
|
Senior Loan |
|
|
1,309 |
|
|
|
|
|
|
|
27,038 |
|
|
|
6,350 |
|
|
|
(33,388 |
) |
|
|
|
|
|
(Consumer Services)
|
|
Subordinated Debt |
|
|
2,893 |
|
|
|
|
|
|
|
43,579 |
|
|
|
580 |
|
|
|
(44,159 |
) |
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
28,921 |
|
|
|
1,221 |
|
|
|
(30,142 |
) |
|
|
|
|
|
HMT, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
2,637 |
|
|
|
|
|
|
|
(2,637 |
) |
|
|
|
|
|
(Energy Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
8,664 |
|
|
|
|
|
|
|
(8,664 |
) |
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
3,336 |
|
|
|
|
|
|
|
(3,336 |
) |
|
|
|
|
|
Hot Stuff Foods, LLC
(7)
|
|
Senior Loan |
|
|
3,106 |
|
|
|
|
|
|
|
|
|
|
|
49,681 |
|
|
|
(330 |
) |
|
|
49,351 |
|
|
(Consumer Products)
|
|
Subordinated Debt |
|
|
5,601 |
|
|
|
|
|
|
|
|
|
|
|
61,302 |
|
|
|
(19,111 |
) |
|
|
42,191 |
|
|
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,461 |
|
|
|
(8,461 |
) |
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huddle House, Inc.
|
|
Senior Loan |
|
|
426 |
|
|
|
|
|
|
|
19,950 |
|
|
|
|
|
|
|
(19,950 |
) |
|
|
|
|
|
(Retail)
|
|
Subordinated Debt |
|
|
6,731 |
|
|
|
|
|
|
|
58,196 |
|
|
|
1,131 |
|
|
|
(178 |
) |
|
|
59,149 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
41,662 |
|
|
|
2,729 |
|
|
|
(129 |
) |
|
|
44,262 |
|
|
See related footnotes at the end of this schedule.
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
September 30, |
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
2007 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Impact Innovations Group, LLC |
|
Equity Interests in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Affiliate |
|
|
|
|
|
|
|
|
|
$ |
873 |
|
|
|
|
|
|
|
(553 |
) |
|
|
320 |
|
|
Insight Pharmaceuticals
|
|
Subordinated Debt |
|
$ |
4,406 |
|
|
|
|
|
|
|
43,884 |
|
|
$ |
920 |
|
|
$ |
|
|
|
$ |
44,804 |
|
|
Corporation
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
15,966 |
|
|
|
660 |
|
|
|
|
|
|
|
16,626 |
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
7,845 |
|
|
|
|
|
|
|
(6,000 |
) |
|
|
1,845 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt
(5) |
|
|
1 |
|
|
|
|
|
|
|
6,655 |
|
|
|
9,037 |
|
|
|
(14,117 |
) |
|
|
1,575 |
|
|
(Industrial Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,347 |
|
|
|
(9,347 |
) |
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,460 |
|
|
|
(6,460 |
) |
|
|
|
|
|
Legacy Partners Group, Inc.
|
|
Senior Loan
(5) |
|
|
|
|
|
|
|
|
|
|
4,843 |
|
|
|
2,804 |
|
|
|
(3,804 |
) |
|
|
3,843 |
|
|
|
|
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,952 |
|
|
|
(2,952 |
) |
|
|
|
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,271 |
|
|
|
|
|
|
|
1,271 |
|
|
Litterer Beteiligungs-GmbH
|
|
Subordinated Debt |
|
|
32 |
|
|
|
|
|
|
|
692 |
|
|
|
56 |
|
|
|
|
|
|
|
748 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
1,199 |
|
|
|
386 |
|
|
|
|
|
|
|
1,585 |
|
|
Mercury Air Centers, Inc.
|
|
Subordinated Debt |
|
|
5,054 |
|
|
|
|
|
|
|
49,217 |
|
|
|
1,654 |
|
|
|
(50,871 |
) |
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
195,019 |
|
|
|
|
|
|
|
(195,019 |
) |
|
|
|
|
|
MVL Group, Inc.
|
|
Senior Loan |
|
|
2,743 |
|
|
|
|
|
|
|
27,245 |
|
|
|
3,388 |
|
|
|
|
|
|
|
30,633 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
4,408 |
|
|
|
|
|
|
|
35,478 |
|
|
|
4,173 |
|
|
|
|
|
|
|
39,651 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,961 |
|
|
|
|
|
|
|
4,961 |
|
|
Old Orchard Brands, LLC
|
|
Senior Loan |
|
|
347 |
|
|
|
|
|
|
|
|
|
|
|
23,500 |
|
|
|
(23,500 |
) |
|
|
|
|
|
(Consumer Products)
|
|
Subordinated Debt |
|
|
1,498 |
|
|
|
|
|
|
|
|
|
|
|
19,342 |
|
|
|
|
|
|
|
19,342 |
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,602 |
|
|
|
|
|
|
|
19,602 |
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt |
|
|
4,525 |
|
|
|
|
|
|
|
37,994 |
|
|
|
886 |
|
|
|
|
|
|
|
38,880 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
25,949 |
|
|
|
2,846 |
|
|
|
|
|
|
|
28,795 |
|
|
Powell Plant Farms, Inc.
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
26,192 |
|
|
|
3,950 |
|
|
|
(28,792 |
) |
|
|
1,350 |
|
|
(Consumer Products)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
962 |
|
|
|
18,261 |
|
|
|
(19,223 |
) |
|
|
|
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Champ, Inc.
|
|
Subordinated Debt |
|
|
3,317 |
|
|
|
|
|
|
|
27,619 |
|
|
|
546 |
|
|
|
|
|
|
|
28,165 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
16,786 |
|
|
|
9,569 |
|
|
|
|
|
|
|
26,355 |
|
|
Staffing Partners Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc. |
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
486 |
|
|
|
58 |
|
|
|
|
|
|
|
544 |
|
|
(Business Services) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Senior Loan |
|
|
723 |
|
|
|
|
|
|
|
15,965 |
|
|
|
|
|
|
|
(15,965 |
) |
|
|
|
|
|
(Telecommunications)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
11,232 |
|
|
|
26,023 |
|
|
|
(37,255 |
) |
|
|
|
|
|
Startec Equity, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
440 |
|
|
|
|
|
|
|
440 |
|
|
(Telecommunications)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sweet Traditions, Inc.
|
|
Senior
Loan(5) |
|
|
1,088 |
|
|
|
|
|
|
|
35,172 |
|
|
|
1,501 |
|
|
|
|
|
|
|
36,673 |
|
|
(Retail)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
400 |
|
|
|
550 |
|
|
|
(950 |
) |
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
(50 |
) |
|
|
|
|
|
Triview Investments, Inc.
|
|
Senior Loan |
|
|
966 |
|
|
|
|
|
|
|
14,747 |
|
|
|
11 |
|
|
|
(14,325 |
) |
|
|
433 |
|
|
(Broadcasting & Cable/
|
|
Subordinated Debt |
|
|
9,934 |
|
|
|
|
|
|
|
56,008 |
|
|
|
32,009 |
|
|
|
(45,427 |
) |
|
|
42,590 |
|
|
Business Services/ |
|
Subordinated Debt
(5) |
|
|
592 |
|
|
|
|
|
|
|
4,342 |
|
|
|
792 |
|
|
|
(3,600 |
) |
|
|
1,534 |
|
|
Consumer Products)
|
|
Common Stock |
|
|
37 |
|
|
|
|
|
|
|
31,322 |
|
|
|
53,458 |
|
|
|
(2,003 |
) |
|
|
82,777 |
|
|
Worldwide Express Operations, LLC
|
|
Subordinated Debt |
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
2,800 |
|
|
|
(176 |
) |
|
|
2,624 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,900 |
|
|
|
|
|
|
|
12,900 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163 |
|
|
|
|
|
|
|
163 |
|
|
Total companies more than 25% owned |
|
$ |
83,895 |
|
|
|
|
|
|
$ |
1,490,180 |
|
|
|
|
|
|
|
|
|
|
$ |
1,236,844 |
|
|
Companies 5% to 25% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, Inc.
|
|
Subordinated Debt |
|
$ |
14,002 |
|
|
|
|
|
|
$ |
151,648 |
|
|
$ |
2,393 |
|
|
$ |
|
|
|
$ |
154,041 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan |
|
|
167 |
|
|
|
|
|
|
|
1,763 |
|
|
|
5,233 |
|
|
|
(5,130 |
) |
|
|
1,866 |
|
|
(Healthcare Services)
|
|
Subordinated Debt |
|
|
1,931 |
|
|
|
|
|
|
|
35,128 |
|
|
|
318 |
|
|
|
(35,446 |
) |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
5,950 |
|
|
|
4,850 |
|
|
|
|
|
|
|
10,800 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
602 |
|
|
|
117 |
|
|
|
|
|
|
|
719 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300 |
|
|
|
|
|
|
|
300 |
|
|
Amerex Group, LLC
|
|
Subordinated Debt |
|
|
764 |
|
|
|
|
|
|
|
8,400 |
|
|
|
|
|
|
|
|
|
|
|
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
13,823 |
|
|
|
1,872 |
|
|
|
(38 |
) |
|
|
15,657 |
|
|
See related footnotes at the end of this schedule.
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
September 30, |
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
2007 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
BB&T Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
$ |
5,554 |
|
|
$ |
53 |
|
|
$ |
|
|
|
$ |
5,607 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt |
|
$ |
2,711 |
|
|
|
|
|
|
|
24,163 |
|
|
|
473 |
|
|
|
|
|
|
|
24,636 |
|
|
(Industrial Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
3,700 |
|
|
|
500 |
|
|
|
|
|
|
|
4,200 |
|
|
BI Incorporated
|
|
Subordinated Debt |
|
|
3,137 |
|
|
|
|
|
|
|
30,135 |
|
|
|
360 |
|
|
|
|
|
|
|
30,495 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
4,100 |
|
|
|
3,300 |
|
|
|
|
|
|
|
7,400 |
|
|
CitiPostal, Inc. and Affiliates
|
|
Senior Loan |
|
|
1,754 |
|
|
|
|
|
|
|
20,569 |
|
|
|
2,326 |
|
|
|
(780 |
) |
|
|
22,115 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
4,700 |
|
|
|
2,287 |
|
|
|
(87 |
) |
|
|
6,900 |
|
|
Creative Group, Inc.
|
|
Subordinated Debt
(5) |
|
|
480 |
|
|
|
|
|
|
|
13,656 |
|
|
|
30 |
|
|
|
(4,427 |
) |
|
|
9,259 |
|
|
(Business Services)
|
|
Warrant |
|
|
|
|
|
|
|
|
|
|
1,387 |
|
|
|
|
|
|
|
(1,387 |
) |
|
|
|
|
|
Drew Foam Companies, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
722 |
|
|
|
|
|
|
|
(326 |
) |
|
|
396 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
MedBridge Healthcare, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
7,164 |
|
|
|
|
|
|
|
|
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
1,813 |
|
|
|
|
|
|
|
(90 |
) |
|
|
1,723 |
|
|
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
(110 |
) |
|
|
|
|
|
MHF Logistical
Solutions,Inc(8)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,518 |
|
|
|
(16,933 |
) |
|
|
10,585 |
|
|
(Business Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Unitranche Debt |
|
|
1,716 |
|
|
|
|
|
|
|
19,879 |
|
|
|
19 |
|
|
|
(150 |
) |
|
|
19,748 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
(1,058 |
) |
|
|
942 |
|
|
Nexcel Synthetics, LLC
|
|
Subordinated Debt |
|
|
611 |
|
|
|
|
|
|
|
10,978 |
|
|
|
199 |
|
|
|
(11,177 |
) |
|
|
|
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,486 |
|
|
|
269 |
|
|
|
(1,755 |
) |
|
|
|
|
|
PresAir LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
$ |
27 |
|
|
|
2,206 |
|
|
|
|
|
|
|
(1,406 |
) |
|
|
800 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt |
|
|
842 |
|
|
|
|
|
|
|
7,533 |
|
|
|
121 |
|
|
|
(3,684 |
) |
|
|
3,970 |
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
1,024 |
|
|
|
|
|
|
|
(7 |
) |
|
|
1,017 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
2,800 |
|
|
|
|
|
|
|
5,100 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan |
|
|
88 |
|
|
|
|
|
|
|
1,232 |
|
|
|
2 |
|
|
|
(750 |
) |
|
|
484 |
|
|
(Healthcare Services)
|
|
Unitranche Debt |
|
|
1,448 |
|
|
|
|
|
|
|
19,908 |
|
|
|
45 |
|
|
|
(8,000 |
) |
|
|
11,953 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,616 |
|
|
|
69 |
|
|
|
|
|
|
|
1,685 |
|
|
SGT India Private Limited
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
3,346 |
|
|
|
155 |
|
|
|
(876 |
) |
|
|
2,625 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt |
|
|
1,645 |
|
|
|
|
|
|
|
17,569 |
|
|
|
1,133 |
|
|
|
(5,000 |
) |
|
|
13,702 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,541 |
|
|
|
100 |
|
|
|
|
|
|
|
2,641 |
|
|
Universal Environmental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services, LLC
|
|
Unitranche Debt |
|
|
815 |
|
|
|
|
|
|
|
10,211 |
|
|
|
777 |
|
|
|
(10,988 |
) |
|
|
|
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
(15 |
) |
|
|
|
|
|
Total companies 5% to 25% owned |
|
$ |
32,111 |
|
|
|
|
|
|
$ |
449,813 |
|
|
|
|
|
|
|
|
|
|
$ |
397,930 |
|
|
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 September 30,
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
September 30, 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 (Hot Stuff) at fair market value. Therefore, Hot
Stuff was reclassified to companies more than 25% owned in the
first quarter of 2007. At December 31, 2006, the
Companys investment in Hot Stuff was included in the
companies less than 5% owned category. |
|
(8) |
In the second quarter of 2007, the Company obtained a seat on
the board of directors of MHF Logistical Solutions, Inc. (MHF).
Therefore, MHF was reclassified to companies 5% to 25% owned in
the second quarter of 2007. At December 31, 2006, the
Companys investment in MHF was included in the companies
less than 5% owned category. |
63
|
|
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 September 30, 2007 and 2006,
and December 31, 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
Private finance
|
|
|
97% |
|
|
|
97% |
|
|
|
97% |
|
Commercial real estate finance
|
|
|
3% |
|
|
|
3% |
|
|
|
3% |
|
64
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 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 and
nine months ended September 30, 2007 and 2006, and at
and for the year ended December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
At and for the | |
|
|
|
|
Three Months Ended | |
|
Nine Months Ended | |
|
At and for the | |
|
|
September 30, | |
|
September 30, | |
|
Year Ended | |
|
|
| |
|
| |
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value
|
|
$ |
4,326.9 |
|
|
$ |
4,119.6 |
|
|
$ |
4,326.9 |
|
|
$ |
4,119.6 |
|
|
$ |
4,496.1 |
|
Investments funded
|
|
$ |
577.5 |
|
|
$ |
629.5 |
|
|
$ |
1,236.7 |
|
|
$ |
1,880.8 |
|
|
$ |
2,437.8 |
|
Change in accrued or reinvested interest and
dividends(1)
|
|
$ |
5.1 |
|
|
$ |
7.2 |
|
|
$ |
22.8 |
|
|
$ |
(1.8 |
) |
|
$ |
11.3 |
|
Principal collections related to investment repayments
or sales(2)
|
|
$ |
351.1 |
|
|
$ |
116.3 |
|
|
$ |
1,086.5 |
|
|
$ |
885.9 |
|
|
$ |
1,055.3 |
|
Yield on interest-bearing portfolio
investments(3)
|
|
|
11.9 |
% |
|
|
12.4 |
% |
|
|
11.9 |
% |
|
|
12.4 |
% |
|
|
11.9 |
% |
|
|
(1) |
Includes changes in accrued or reinvested interest related to
our investments in money market securities of $1.9 million
and $1.3 million for the three months ended
September 30, 2007 and 2006, respectively, and
$6.6 million, $3.0 million, and $3.1 million for
the nine months ended September 30, 2007 and 2006, and
for the year ended December 31, 2006, respectively. |
|
(2) |
Principal collections related to investment repayments or sales
for the three and nine months ended September 30, 2007,
included collections of $14.8 million and
$197.2 million, respectively, related to the sale of loans
to the Allied Capital Senior Debt Fund, L.P. See discussion
below. |
|
(3) |
The weighted average yield on interest-bearing investments is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, plus the effective
interest yield on the preferred shares/ income notes of CLOs
divided by (b) total interest-bearing investments at value.
The weighted average yield is computed as of the balance sheet
date. |
65
Private Finance
The private finance portfolio at value, investment activity, and
the yield on loans and debt securities at and for the three and
nine months ended September 30, 2007 and 2006, and at
and for the year ended December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for Three Months | |
|
At and for the Nine Months | |
|
|
|
|
Ended September 30, | |
|
Ended September 30, | |
|
At and for the | |
|
|
| |
|
| |
|
Year Ended | |
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
481.6 |
|
|
|
9.3 |
% |
|
$ |
342.4 |
|
|
|
8.7 |
% |
|
$ |
481.6 |
|
|
|
9.3 |
% |
|
$ |
342.4 |
|
|
|
8.7 |
% |
|
$ |
405.2 |
|
|
|
8.4 |
% |
|
|
Unitranche debt
|
|
|
698.1 |
|
|
|
11.5 |
% |
|
|
745.8 |
|
|
|
11.2 |
% |
|
|
698.1 |
|
|
|
11.5 |
% |
|
|
745.8 |
|
|
|
11.2 |
% |
|
|
799.2 |
|
|
|
11.2 |
% |
|
|
Subordinated debt
|
|
|
1,927.1 |
|
|
|
12.6 |
% |
|
|
1,817.0 |
|
|
|
13.7 |
% |
|
|
1,927.1 |
|
|
|
12.6 |
% |
|
|
1,817.0 |
|
|
|
13.7 |
% |
|
|
1,980.8 |
|
|
|
12.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
3,106.8 |
|
|
|
11.8 |
% |
|
|
2,905.2 |
|
|
|
12.5 |
% |
|
|
3,106.8 |
|
|
|
11.8 |
% |
|
|
2,905.2 |
|
|
|
12.5 |
% |
|
|
3,185.2 |
|
|
|
11.9 |
% |
|
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares/income notes of
CLOs(2)
|
|
|
131.5 |
|
|
|
15.1 |
% |
|
|
87.7 |
|
|
|
13.7 |
% |
|
|
131.5 |
|
|
|
15.1 |
% |
|
|
87.7 |
|
|
|
13.7 |
% |
|
|
97.2 |
|
|
|
15.5 |
% |
|
|
Other equity securities
|
|
|
968.8 |
|
|
|
|
|
|
|
994.9 |
|
|
|
|
|
|
|
968.8 |
|
|
|
|
|
|
|
994.9 |
|
|
|
|
|
|
|
1,095.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
1,100.3 |
|
|
|
|
|
|
|
1,082.6 |
|
|
|
|
|
|
|
1,100.3 |
|
|
|
|
|
|
|
1,082.6 |
|
|
|
|
|
|
|
1,192.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
$ |
4,207.1 |
|
|
|
|
|
|
$ |
3,987.8 |
|
|
|
|
|
|
$ |
4,207.1 |
|
|
|
|
|
|
$ |
3,987.8 |
|
|
|
|
|
|
$ |
4,377.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
funded(3)
|
|
$ |
576.1 |
|
|
|
|
|
|
$ |
629.2 |
|
|
|
|
|
|
$ |
1,219.9 |
|
|
|
|
|
|
$ |
1,866.6 |
|
|
|
|
|
|
$ |
2,423.4 |
|
|
|
|
|
Change in accrued or reinvested interest and dividends
|
|
$ |
4.4 |
|
|
|
|
|
|
$ |
5.8 |
|
|
|
|
|
|
$ |
17.3 |
|
|
|
|
|
|
$ |
(5.4 |
) |
|
|
|
|
|
$ |
7.2 |
|
|
|
|
|
Principal collections related to investment repayments or
sales(4)
|
|
$ |
346.2 |
|
|
|
|
|
|
$ |
115.6 |
|
|
|
|
|
|
$ |
1,063.3 |
|
|
|
|
|
|
$ |
868.0 |
|
|
|
|
|
|
$ |
1,015.4 |
|
|
|
|
|
|
|
(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 on the preferred shares/income notes of CLOs is
calculated as the (a) effective interest yield on the
preferred shares/income notes of CLOs, divided by
(b) preferred shares/income notes of CLOs at value. The
weighted average yields are computed as of the balance sheet
date. |
|
(2) |
Investments in the preferred shares/income notes of CLOs earn a
current return that is included in interest income in the
consolidated statement of operations. |
|
(3) |
Investments funded for the nine months ended
September 30, 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. |
|
(4) |
Includes collections from the sale or repayment of senior loans
totaling $312.6 million, $268.3 million, and
$322.7 million for the nine months ended
September 30, 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
66
of investments provides current interest and related portfolio
income and the potential for future capital gains. In addition,
we may invest in funds that are managed or co-managed by us that
are complementary to our business of investing in middle market
companies, such as the Allied Capital Senior Debt Fund
(discussed below). Investments in funds may provide current
interest and related portfolio income, including management fees.
The private equity investment marketplace for middle market
companies remained active through September 30, 2007.
Purchase price multiples remained high and debt pricing remained
competitive. We did not fund as many investments during the nine
months ended September 30, 2007, as we did during the nine
months ended September 30, 2006, because we believed that many
new investment opportunities were mis-priced or over-leveraged,
and therefore, did not present an opportunity to make a
reasonable investment 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 nine months ended September 30, 2007, we
reviewed over $67 billion in prospective investments and we
closed on approximately 2% of the potential new investments we
reviewed.
The level of investment activity for investments funded and
principal repayments for private finance investments can vary
substantially from period to period depending on the number and
size of investments that we make or that we exit and many other
factors, including the amount of debt and equity capital
available to middle market companies, the level of merger and
acquisition activity for such companies, the general economic
environment, and the competitive environment for the types of
investments we make.
67
Investments Funded. Investments funded and the
weighted average yield on loans and debt securities funded for
the nine months ended September 30, 2007 and 2006, and for
the year ended December 31, 2006, consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2007 | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
285.6 |
|
|
|
10.3 |
% |
|
$ |
83.0 |
|
|
|
10.7 |
% |
|
$ |
368.6 |
|
|
|
10.4 |
% |
|
Unitranche
debt(2)
|
|
|
104.0 |
|
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
104.0 |
|
|
|
10.8 |
% |
|
Subordinated debt
|
|
|
279.0 |
|
|
|
12.4 |
% |
|
|
186.3 |
|
|
|
12.1 |
% |
|
|
465.3 |
|
|
|
12.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
668.6 |
|
|
|
11.3 |
% |
|
|
269.3 |
|
|
|
11.7 |
% |
|
|
937.9 |
|
|
|
11.4 |
% |
Equity
|
|
|
155.2 |
(4)(5) |
|
|
|
|
|
|
126.8 |
|
|
|
|
|
|
|
282.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
823.8 |
|
|
|
|
|
|
$ |
396.1 |
|
|
|
|
|
|
$ |
1,219.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2006 | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
202.4 |
|
|
|
9.4 |
% |
|
$ |
167.3 |
|
|
|
8.8 |
% |
|
$ |
369.7 |
|
|
|
9.1 |
% |
|
Unitranche
debt(2)
|
|
|
348.7 |
|
|
|
10.6 |
% |
|
|
146.5 |
|
|
|
12.9 |
% |
|
|
495.2 |
|
|
|
11.3 |
% |
|
Subordinated
debt(3)
|
|
|
508.0 |
|
|
|
13.1 |
% |
|
|
250.8 |
|
|
|
13.9 |
% |
|
|
758.8 |
|
|
|
13.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
1,059.1 |
|
|
|
11.5 |
% |
|
|
564.6 |
|
|
|
12.1 |
% |
|
|
1,623.7 |
|
|
|
11.8 |
% |
Equity
|
|
|
62.9 |
(4) |
|
|
|
|
|
|
180.0 |
|
|
|
|
|
|
|
242.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,122.0 |
|
|
|
|
|
|
$ |
744.6 |
|
|
|
|
|
|
$ |
1,866.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
|
(3) |
Debt investments funded for the nine months ended
September 30, 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 and a
$30 million subordinated debt investment in STS Operating,
Inc. received in conjunction with the sale of STS. |
|
(4) |
Equity investments for the nine months ended September 30,
2007 and 2006, and for the year ended December 31, 2006,
included $42.4 million, $12.5 million, and
$26.1 million, respectively, 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. |
|
(5) |
Equity investments for the nine months ended September 30,
2007, included $19.1 million invested in the Allied Capital
Senior Debt Fund, L.P. See discussion below. |
68
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 underwrite or arrange senior loans related to our
portfolio investments or for other companies that are not in our
portfolio. When we underwrite or arrange senior loans, we may
earn a fee for such activities. Senior loans underwritten or
arranged 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), a portfolio company controlled by us, or
funds managed by Callidus or by us, including the Allied Capital
Senior Debt Fund, L.P. (discussed below). 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 we underwrite
or arrange 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. Principal collections include repayments
of senior debt funded by us that was subsequently sold by us or
refinanced or repaid by the portfolio companies.
Allied Capital Senior Debt Fund, L.P. AC Corp is
the investment manager to the Allied Capital Senior Debt Fund,
L.P. (the Fund), a private fund that generally invests in
senior, unitranche and second lien debt. The Fund has closed on
$125 million in equity capital commitments. Callidus acts
as special manager to the Fund. One of our affiliates is the
general partner of the Fund, and AC Corp serves as collateral
manager to a warehouse financing vehicle associated with the
Fund. AC Corp will earn a management fee of up to 2% of the
net asset value of the Fund and will pay Callidus 25% of that
management fee to compensate Callidus for its role as special
manager.
We are a special limited partner in the Fund, which is a
portfolio investment, and have committed $31.8 million to
the Fund, of which $19.1 million has been funded. At
September 30, 2007, our investment in the Fund totaled
$19.1 million at cost and $19.5 million at value. As a
special limited partner, we expect to earn an incentive
allocation of 20% of the annual net income of the Fund, subject
to certain performance benchmarks. The value of our investment
in the Fund is based on the net asset value of the Fund, which
reflects the capital invested plus our allocation of the net
earnings of the Fund, including the incentive allocation.
In connection with the Funds formation in June 2007, we
sold an initial portfolio of approximately $183 million of
seasoned assets with a weighted average yield of 10.3% to a
warehouse financing vehicle associated with the Fund. In the
third quarter of 2007, we sold $14.8 million of seasoned assets
with a weighted average yield of 8.6% to the warehouse financing
vehicle. We may sell additional loans to the Fund or the
warehouse financing vehicle. In addition, during the third
quarter of 2007, we repurchased one asset totaling
$12.0 million from the Fund, which we had sold to the Fund
in June 2007.
Yield. The weighted average yield on the private
finance loans and debt securities was 11.8% at
September 30, 2007, as compared to 12.5% and 11.9% at
September 30, 2006, and December 31, 2006,
respectively. The weighted average yield on the private finance
loans and debt securities may fluctuate from period to period
depending on the yield on new loans and debt securities funded,
the yield on loans and debt securities repaid, the amount of
loans and debt securities for which interest is not accruing
(see Portfolio Asset Quality Loans and Debt
Securities on Non-Accrual Status
69
below) and the amount of lower-yielding senior or unitranche
debt in the portfolio at the end of the period. Yields on loans
and debt securities have been generally lower because of the
supply of capital available to middle market companies.
The yield on the private finance loans and debt securities has
declined partly due to our strategy to pursue investments where
our position in the portfolio company capital structure is more
senior, such as senior debt and unitranche investments that
typically have lower yields than subordinated debt investments.
In addition, during the fourth quarter of 2006, the guaranteed
dividend yield on our investment in BLXs 25% Class A
equity interests was placed on non-accrual status. The
Class A equity interests are included in our loans and debt
securities. See Business Loan Express, LLC below.
Outstanding Investment Commitments. At
September 30, 2007, we had outstanding private finance
investment commitments as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies | |
|
Companies | |
|
Companies | |
|
|
|
|
More Than | |
|
5% to 25% | |
|
Less Than | |
|
|
|
|
25% Owned(1) | |
|
Owned | |
|
5% Owned | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
($ in millions) |
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
12.4 |
|
|
$ |
15.0 |
|
|
$ |
123.0 |
|
|
$ |
150.4 |
(2) |
Unitranche debt
|
|
|
|
|
|
|
|
|
|
|
45.4 |
|
|
|
45.4 |
|
Subordinated debt
|
|
|
18.0 |
|
|
|
0.1 |
|
|
|
|
|
|
|
18.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
30.4 |
|
|
|
15.1 |
|
|
|
168.4 |
|
|
|
213.9 |
|
Equity securities
|
|
|
118.5 |
|
|
|
16.1 |
|
|
|
78.1 |
|
|
|
212.7 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
148.9 |
|
|
$ |
31.2 |
|
|
$ |
246.5 |
|
|
$ |
426.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
|
$ |
|
|
|
$ |
4.0 |
|
Subordinated debt to support warehouse facilities &
warehousing
activities(*)
|
|
|
18.0 |
|
|
|
|
|
|
|
18.0 |
|
Purchase of preferred equity in future CLO transactions
(**)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
22.0 |
|
|
$ |
|
|
|
$ |
22.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
Callidus has a synthetic credit facility with a third party for
up to approximately $66 million. We have agreed to
designate our subordinated debt commitment for Callidus to draw
upon to provide first loss capital as needed to support this
facility. |
|
|
|
|
(**) |
Subsequent to September 30, 2007, we made an additional
commitment to Callidus to purchase preferred equity in future
CLO transactions of $27.5 million. |
|
|
|
|
(2) |
Includes $133.6 million in the form of revolving senior
debt facilities to 31 portfolio companies. |
|
|
(3) |
Includes $94.2 million to 21 private equity and
venture capital funds, including $4.3 million in
co-investment
commitments to one private equity fund, and $12.7 million
committed to the Allied Capital Senior Debt Fund, L.P. (see
discussion above). |
In addition to these outstanding investment commitments at
September 30, 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
70
commitments to private finance portfolio companies in the form
of standby letters of credit and guarantees totaling
$319.2 million. See Financial Condition, Liquidity
and Capital Resources.
Business Loan Express,
LLC. BLX originates, sells,
and services primarily real estate secured loans, including real
estate secured conventional loans, loans under the SBA 7(a)
Guaranteed Loan Program, and small commercial real estate loans.
BLX is headquartered in New York, NY and maintains offices in
other U.S. locations. We acquired BLX in 2000.
At September 30, 2007, our investment in BLX totaled
$324.6 million at cost and $136.7 million at value, or
2.8% of our total assets, which included unrealized depreciation
of $187.9 million. See Results of Operations,
Valuation of Business Loan Express, LLC for a discussion
of the determination of the value of BLX at September 30,
2007. In the first half of 2007, we increased our investment in
BLX by $29.2 million by acquiring additional Class A
equity interests. In addition, in the first quarter of 2007, the
chief executive officer of BLX invested $3.0 million in the
form of Class A equity interests in BLX. We plan to
purchase these interests from him in conjunction with a
restructuring of the BLX operations as discussed below. The
purpose of these additional investments was to fund payments to
the SBA in the first quarter of 2007 discussed below and to
provide additional equity capital to BLX.
Total interest and related portfolio income earned from our
investment in BLX for the nine months ended September 30,
2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Interest income on subordinated debt and Class A equity
interests
|
|
$ |
|
|
|
$ |
11.9 |
|
Fees and other income
|
|
|
4.1 |
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
4.1 |
|
|
$ |
18.2 |
|
|
|
|
|
|
|
|
Interest and dividend income from BLX for the nine months ended
September 30, 2006, included interest income of
$5.7 million, which was paid in kind. The interest paid in
kind was paid to us through the issuance of additional
Class A 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 nine months
ended September 30, 2007, and this resulted in lower
interest income from our investment in BLX for the first nine
months of 2007 compared to the first nine months of 2006.
In consideration for providing a guaranty on BLXs
revolving credit facility and standby letters of credit
(discussed below), we earned fees of $4.1 million and
$4.6 million for the nine months ended September 30,
2007 and 2006, respectively, which were included in fees and
other income. As of September 30, 2007, BLX had not yet
paid the $4.1 million in such fees earned by us in 2007
and, as a result, such fees were included as a receivable in
other assets. The remaining fees and other income in 2006 relate
to management fees from BLX. We have not charged BLX management
fees in 2007.
Net change in unrealized appreciation or depreciation included a
net decrease of $103.2 million for the nine months ended
September 30, 2007, and a net decrease of
$67.9 million for the nine months ended September 30,
2006. See Results of Operations, Valuation of Business
Loan Express, LLC below.
BLX is a national, non-bank lender that currently participates
in the SBAs 7(a) Guaranteed Loan Program and its
wholly-owned subsidiary 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 ongoing investigations of allegedly fraudulently
obtained SBA-guaranteed loans issued by BLX. Specifically, on or
about January 9, 2007, BLX became aware of an
71
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 alleged 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. On October 1, 2007, the former BLX
employee pled guilty to one count of conspiracy to fraudulently
originate SBA-guaranteed loans and one count of making a false
statement before a grand jury. The OIG and the U.S. Department
of Justice are also conducting a civil investigation of
BLXs lending practices in various jurisdictions. As an SBA
lender, BLX is also subject to other SBA and OIG audits,
investigations, and reviews. In addition, the Office of the
Inspector General of the U.S. Department of Agriculture is
conducting an investigation of BLXs lending practices
under the Business and Industry Loan (B&I) program. These
investigations, audits and reviews are ongoing.
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 BLXs current regulatory issues and ongoing
investigations and litigation in performing the valuation of BLX
at September 30, 2007. See Results of Operations,
Valuation of Business Loan Express, LLC below. We are
monitoring the situation. We retained a third party to work with
BLX to review BLXs internal control systems. The third
party conducted the review and offered recommendations to
strengthen BLXs controls, which are being implemented.
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 the charges by the U.S. Attorneys Office
for the Eastern District of Michigan against
Mr. Harrington. 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, in
October 2007, BLX received a notice from the SBA that
outlines certain conditions to the SBAs authorization for
BLX to securitize the unguaranteed portions of SBA loans.
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 December 31, 2007. BLX
is in negotiations with the warehouse facility providers to
renew and amend the facility. If the current facility were to
expire without renewal, the warehouse facility notes would
become due and payable, and substantially all collections on the
unguaranteed interests that currently are in the warehouse
facility would be applied 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 this event,
the warehouse providers would not have recourse to BLX for
repayment of the warehouse facility notes. In addition, BLX
would not have the
72
right to sell additional unguaranteed interests in SBA loans
into this facility. In the event that BLX is unable to meet the
SBAs conditions for securitization of the unguaranteed
portions of SBA loans discussed above or if the warehouse
providers do not agree to an extension of the warehouse
facility, BLX will be required to seek alternative sources of
capital to finance SBA loan originations and could incur higher
capital costs.
At September 30, 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 to $600.0 million through
new or additional commitments 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. Upon the closing of this revolving credit facility in
January 2006, we agreed to provide 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. On September 27, 2007, we
increased the guaranty amount to 60% of the total obligations in
connection with an amendment to and waivers under the facility
as discussed below. At September 30, 2007, the principal
amount outstanding on the revolving credit facility was
$322.5 million and letters of credit issued under the
facility were $89.5 million. The total obligation
guaranteed by us at September 30, 2007, was
$249.0 million. At September 30, 2007, we had also
provided four standby letters of credit totaling
$19.0 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
the occurrence of 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. In September
2007, BLX received waivers until January 31, 2008, from its
lenders with respect to non-compliance with certain facility
covenants, and amended certain facility covenants through
January 31, 2008. In addition, BLX previously received
waivers from its lenders with respect to certain other covenants
to permit BLX to comply with its obligations under its agreement
with the SBA. BLXs agreement with the SBA has reduced the
companys liquidity due to the working capital required to
comply with the agreement. BLX is in negotiations with its
lenders to amend the credit facility covenants, but there can be
no assurance that such negotiations will be successful. If the
credit facility lenders do not agree to amend the covenants or
to waive compliance with the covenants in periods subsequent to
January 31, 2008, BLX would be in default under the credit
facility.
We have been working with BLX on evaluating a number of
strategic alternatives for BLX and have concluded that the
company needs to make a strategic shift in its business
operations and de-emphasize government guaranteed lending
programs. BLX plans instead to further build its conventional
small business and small commercial real estate lending
activity. To effect this change in strategy, Robert
Tannenhauser, BLXs current CEO, will take on the role of
chairman on an interim basis and John Scheurer, an Allied
Capital managing director, will assume the role of interim CEO
of BLX. Under its new business plan, BLX intends to reduce its
annual loan origination volume by about 30% in the next fiscal
year, and then over time, it plans to rebuild its loan
origination volume in conventional and commercial real estate
loans. The inherent risks in repositioning the business have
been considered in our valuation of BLX at September 30,
2007. We continue to work with BLX on restructuring its
operations and financing facilities and we plan to support the
company through its transition.
73
On or about January 16, 2007, BLX and its subsidiary
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.
Mercury Air Centers, Inc. At December 31,
2006, our investment in Mercury Air Centers, Inc. (Mercury)
totaled $84.3 million at cost and $244.2 million at
value, or 5.0% of our total assets, which included unrealized
appreciation of $159.9 million. We completed the purchase
of a majority ownership in Mercury in April 2004.
In August 2007, we completed the sale of our majority
equity interest in Mercury and realized a gain of
$259.5 million, subject to post-closing adjustments.
Approximately $11 million of our proceeds from the sale of
our equity is subject to certain holdback provisions. In
addition, we were repaid approximately $51 million of
subordinated debt outstanding to Mercury at closing.
Mercury owned and operated fixed base operations generally under
long-term leases from local airport authorities, which consisted
of terminal and hangar complexes that serviced the needs of the
general aviation community. Mercury was headquartered in
Richmond Heights, OH.
Total interest and related portfolio income earned from our
investment in Mercury for the nine months ended
September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Interest income
|
|
$ |
5.1 |
|
|
$ |
7.3 |
|
Fees and other income
|
|
|
0.2 |
|
|
|
0.4 |
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
5.3 |
|
|
$ |
7.7 |
|
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation for the
three months ended September 30, 2007, included the
reversal of $234.8 million of previously recorded
unrealized appreciation associated with the realization of a
gain on the sale of our majority equity interest in Mercury. Net
change in unrealized appreciation or depreciation for the nine
months ended September 30, 2007, included an increase in
unrealized appreciation totaling $74.9 million for the
first half of 2007 and the reversal of $234.8 million
associated with the sale of our majority equity interest in the
third quarter of 2007. Net change in unrealized appreciation or
depreciation for the three and nine months ended
September 30, 2006, included an increase in unrealized
appreciation of $59.8 million and $64.1 million,
respectively, related to our investment in Mercury.
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. 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. 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
74
realized additional gains in 2006 resulting from post-closing
adjustments totaling $1.3 million. Our realized gain was
$434.4 million for the year ended December 31, 2006,
subject to post-closing adjustments and excluding any earn-out
amounts. In addition, we were entitled to receive additional
consideration through an earn-out payment based on
Advantages 2006 audited results. The earn-out payment
totaled $3.1 million, subject to potential
post-determination adjustments, and was recorded as a realized
gain in the second quarter of 2007.
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 September 30, 2007, the amount of the escrow included in
other assets on our consolidated balance sheet was approximately
$25 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.
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 nine months ended September 30,
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. Net change in unrealized appreciation or depreciation
for the nine months ended September 30, 2006, included the
reversal of $389.7 million of previously recorded
unrealized appreciation associated with the realization of a
gain on the sale of our majority equity interest in Advantage in
the first quarter of 2006.
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.
Our investment in Advantage at September 30, 2007, which
was composed of subordinated debt and a minority equity
interest, totaled $154.0 million at cost and
$165.0 million at value, which included unrealized
appreciation of $11.0 million.
Investments in Collateralized Loan Obligations and
Collateralized Debt Obligations (CLO/CDO Assets). At
September 30, 2007, we had investments in six CLO issuances
and one CDO bond, which represented 3.6% of our total assets.
These CLO/CDO Assets are primarily invested in senior corporate
loans. At September 30, 2007, the total face value of
defaulted obligations in our CLO/ CDO Assets was
$6.4 million or approximately 0.2% of the total underlying
collateral assets. During the third quarter of 2007, the debt
capital markets were volatile and market yields widened. With
respect to the CLO market, we believe investor demand for
pricing increased. As a result, the market yields for our
investments in CLO preferred shares/income notes have increased,
and as a result, the fair value of our investments in total has
decreased. At September 30, 2007, the market yields used to
value our preferred shares/income notes were 20% to 21%, with
the exception of the income notes in one CLO with a cost and
value of $18.0 million where we used a market yield of
15.9% due to the characteristics of this issuance. Net change in
unrealized appreciation or depreciation for the three and nine
months ended September 30, 2007, included a net decrease of
$5.9 million and $7.5 million, respectively, related
to our investments in CLO/CDO Assets. We received valuation
assistance from Duff & Phelps for our investments in
the CLO/CDO Assets as of September 30, 2007. See
Results of Operations Valuation
Methodology Private Finance below for
further discussion of the third-party valuation assistance we
received.
75
Commercial Real Estate Finance
The commercial real estate finance portfolio at value,
investment activity, and the yield on interest-bearing
investments at and for the three and nine months ended
September 30, 2007 and 2006, and at and for the year ended
December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the Three Months | |
|
At and for the Nine Months | |
|
|
|
|
Ended September 30, | |
|
Ended September 30, | |
|
At and for the | |
|
|
| |
|
| |
|
Year Ended | |
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage loans
|
|
$ |
64.2 |
|
|
|
6.4% |
|
|
$ |
94.4 |
|
|
|
7.7% |
|
|
$ |
64.2 |
|
|
|
6.4% |
|
|
$ |
94.4 |
|
|
|
7.7% |
|
|
$ |
71.9 |
|
|
|
7.5% |
|
|
Real estate owned
|
|
|
22.0 |
|
|
|
|
|
|
|
15.3 |
|
|
|
|
|
|
|
22.0 |
|
|
|
|
|
|
|
15.3 |
|
|
|
|
|
|
|
19.6 |
|
|
|
|
|
|
Equity interests
|
|
|
33.5 |
|
|
|
|
|
|
|
22.1 |
|
|
|
|
|
|
|
33.5 |
|
|
|
|
|
|
|
22.1 |
|
|
|
|
|
|
|
26.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
$ |
119.7 |
|
|
|
|
|
|
$ |
131.8 |
|
|
|
|
|
|
$ |
119.7 |
|
|
|
|
|
|
$ |
131.8 |
|
|
|
|
|
|
$ |
118.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funded
|
|
$ |
1.4 |
|
|
|
|
|
|
$ |
0.3 |
|
|
|
|
|
|
$ |
16.8 |
|
|
|
|
|
|
$ |
14.2 |
|
|
|
|
|
|
$ |
14.4 |
|
|
|
|
|
Change in accrued or reinvested interest
|
|
$ |
(1.2 |
) |
|
|
|
|
|
$ |
0.1 |
|
|
|
|
|
|
|
(1.1 |
) |
|
|
|
|
|
$ |
0.6 |
|
|
|
|
|
|
$ |
1.0 |
|
|
|
|
|
Principal collections related to investment repayments or sales
|
|
$ |
4.9 |
|
|
|
|
|
|
$ |
0.7 |
|
|
|
|
|
|
$ |
23.2 |
|
|
|
|
|
|
$ |
17.9 |
|
|
|
|
|
|
$ |
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 September 30, 2007, we had outstanding funding
commitments related to commercial mortgage loans and equity
interests of $42.4 million, and commitments in the form of
standby letters of credit and guarantees related to equity
interests of $8.2 million.
Sale of CMBS Bonds and Collateralized Debt Obligation
Bonds and Preferred Shares. On May 3, 2005, we
completed the sale of our portfolio of commercial
mortgage-backed securities (CMBS) and real estate related
collateralized debt obligation (CDO) bonds and preferred
shares. Under the sale agreement, we agreed not to primarily
invest in CMBS and real estate-related CDOs and refrain from
certain other real estate-related investing or servicing
activities for a period of three years, or through May 2008,
subject to certain limitations and excluding our existing
portfolio and related activities.
76
PORTFOLIO ASSET QUALITY
Portfolio by Grade. We employ a grading system for
our entire portfolio. Grade 1 is used for those investments
from which a capital gain is expected. Grade 2 is used for
investments performing in accordance with plan. Grade 3 is
used for investments that require closer monitoring; however, no
loss of investment return or principal is expected. Grade 4
is used for investments that are in workout and for which some
loss of current investment return is expected, but no loss of
principal is expected. Grade 5 is used for investments that
are in workout and for which some loss of principal is expected.
At September 30, 2007, and December 31, 2006, our
portfolio was graded as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Portfolio | |
|
Percentage of | |
|
Portfolio | |
|
Percentage of | |
Grade |
|
at Value | |
|
Total Portfolio | |
|
at Value | |
|
Total Portfolio | |
|
|
| |
|
| |
|
| |
|
| |
($ in millions) |
|
|
|
|
|
|
|
|
1
|
|
$ |
1,605.3 |
|
|
|
37.1 |
% |
|
$ |
1,307.3 |
|
|
|
29.1 |
% |
2
|
|
|
2,320.6 |
|
|
|
53.6 |
|
|
|
2,672.3 |
|
|
|
59.4 |
|
3
|
|
|
258.1 |
|
|
|
6.0 |
|
|
|
308.1 |
|
|
|
6.9 |
|
4
|
|
|
90.5 |
|
|
|
2.1 |
|
|
|
84.2 |
|
|
|
1.9 |
|
5
|
|
|
52.4 |
|
|
|
1.2 |
|
|
|
124.2 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,326.9 |
|
|
|
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 $142.9 million
and $208.4 million, respectively, or were 3.3% and 4.6%,
respectively, of the total portfolio value at September 30,
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 September 30, 2007, and December 31, 2006,
$120.4 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
September 30, 2007, and December 31, 2006,
$16.3 million and $74.8 million, respectively, of our
investment in BLX at value was classified as Grade 5, which
included certain of our Class B equity interests and our
Class C equity interests that were depreciated. See
Private Finance, Business Loan Express,
LLC above.
77
Loans and Debt Securities on Non-Accrual Status.
At September 30, 2007, and December 31, 2006,
loans and debt securities at value not accruing interest for the
total investment portfolio were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Loans and debt securities in workout status (classified as
Grade 4 or
5)(1)
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
51.6 |
|
|
$ |
51.1 |
|
|
|
Companies 5% to 25% owned
|
|
|
13.1 |
|
|
|
4.0 |
|
|
|
Companies less than 5% owned
|
|
|
20.7 |
|
|
|
31.6 |
|
|
Commercial real estate finance
|
|
|
12.4 |
|
|
|
12.2 |
|
Loans and debt securities not in workout status
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
116.2 |
|
|
|
87.1 |
|
|
|
Companies 5% to 25% owned
|
|
|
16.4 |
|
|
|
7.2 |
|
|
|
Companies less than 5% owned
|
|
|
13.0 |
|
|
|
38.9 |
|
|
Commercial real estate finance
|
|
|
6.7 |
|
|
|
6.7 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
250.1 |
|
|
$ |
238.8 |
|
|
|
|
|
|
|
|
|
|
Percentage of total portfolio
|
|
|
5.8 |
% |
|
|
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 September 30, 2007, and December 31, 2006, our
Class A equity interests in BLX of $95.8 million and
$66.6 million, respectively, which represented 2.2% and
1.5% of the total portfolio at value, respectively, were
included in
non-accruals. See
Private Finance, Business Loan Express,
LLC above.
Loans and Debt Securities Over 90 Days Delinquent.
Loans and debt securities greater than 90 days
delinquent at value at September 30, 2007, and
December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
($ in millions) |
|
|
|
|
Private finance
|
|
$ |
160.8 |
|
|
$ |
46.5 |
|
Commercial mortgage loans
|
|
|
1.9 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
162.7 |
|
|
$ |
48.4 |
|
|
|
|
|
|
|
|
|
Percentage of total portfolio
|
|
|
3.8 |
% |
|
|
1.1 |
% |
The amount of loans and debt securities over 90 days
delinquent increased to $162.7 million at
September 30, 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
$95.8 million, which represented 2.2% of the total
portfolio at value, at September 30, 2007. The Class A
equity interests were placed on
non-accrual during the
fourth quarter of 2006. See Private Finance,
Business Loan Express, LLC above.
78
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
$162.7 million and $44.3 million at September 30,
2007, and December 31, 2006, respectively.
PORTFOLIO RETURNS
Since our merger on December 31, 1997, through
September 30, 2007, our combined aggregate cash flow
internal rate of return, or IRR, has been approximately 21% 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 $4.6 billion. The weighted average holding period
of these investments was 37 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 47 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 September 30,
2007, and December 31, 2006, other assets totaled
$153.9 million and $123.0 million, respectively. The
increase since year end was primarily the result of increased
prepaid expenses related to tax deposits, deferred financing
costs, and escrow receivables.
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
September 30, 2007, and December 31, 2006, accounts
payable and other liabilities totaled $173.4 million and
$147.1 million, respectively. The increase since year end
was primarily the result of an increase in the accrued interest
payable of $18.5 million and an increase in the liability
related to the deferred compensation trust of $7.9 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.
79
RESULTS OF OPERATIONS
Comparison of the Three and Nine Months Ended
September 30, 2007 and 2006
The following table summarizes our operating results for the
three and nine months ended September 30, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, | |
|
For the Nine Months Ended September 30, | |
|
|
| |
|
| |
|
|
|
|
Percent | |
|
|
|
Percent | |
(in thousands, except per share |
|
2007 | |
|
2006 | |
|
Change | |
|
Change | |
|
2007 | |
|
2006 | |
|
Change | |
|
Change | |
amounts) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest and Related Portfolio Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends
|
|
$ |
105,669 |
|
|
$ |
98,668 |
|
|
$ |
7,001 |
|
|
|
7 |
% |
|
$ |
310,466 |
|
|
$ |
282,982 |
|
|
$ |
27,484 |
|
|
|
10 |
% |
|
Fees and other income
|
|
|
12,699 |
|
|
|
14,715 |
|
|
|
(2,016 |
) |
|
|
(14 |
%) |
|
|
33,530 |
|
|
|
51,868 |
|
|
|
(18,338 |
) |
|
|
(35 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
118,368 |
|
|
|
113,383 |
|
|
|
4,985 |
|
|
|
4 |
% |
|
|
343,996 |
|
|
|
334,850 |
|
|
|
9,146 |
|
|
|
3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
33,744 |
|
|
|
26,109 |
|
|
|
7,635 |
|
|
|
29 |
% |
|
|
98,368 |
|
|
|
72,455 |
|
|
|
25,913 |
|
|
|
36 |
% |
|
Employee
|
|
|
26,306 |
|
|
|
25,228 |
|
|
|
1,078 |
|
|
|
4 |
% |
|
|
76,845 |
|
|
|
67,054 |
|
|
|
9,791 |
|
|
|
15 |
% |
|
Employee stock options
|
|
|
18,312 |
|
|
|
3,649 |
|
|
|
14,663 |
|
|
|
402 |
% |
|
|
31,492 |
|
|
|
11,852 |
|
|
|
19,640 |
|
|
|
166 |
% |
|
Administrative
|
|
|
10,496 |
|
|
|
8,153 |
|
|
|
2,343 |
|
|
|
29 |
% |
|
|
38,225 |
|
|
|
29,348 |
|
|
|
8,877 |
|
|
|
30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
88,858 |
|
|
|
63,139 |
|
|
|
25,719 |
|
|
|
41 |
% |
|
|
244,930 |
|
|
|
180,709 |
|
|
|
64,221 |
|
|
|
36 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
29,510 |
|
|
|
50,244 |
|
|
|
(20,734 |
) |
|
|
(41 |
%) |
|
|
99,066 |
|
|
|
154,141 |
|
|
|
(55,075 |
) |
|
|
(36 |
%) |
|
Income tax expense (benefit), including excise tax
|
|
|
11,192 |
|
|
|
1,586 |
|
|
|
9,606 |
|
|
|
606 |
% |
|
|
16,073 |
|
|
|
13,988 |
|
|
|
2,085 |
|
|
|
15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
18,318 |
|
|
|
48,658 |
|
|
|
(30,340 |
) |
|
|
(62 |
%) |
|
|
82,993 |
|
|
|
140,153 |
|
|
|
(57,160 |
) |
|
|
(41 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
|
212,370 |
|
|
|
9,916 |
|
|
|
202,454 |
|
|
|
* |
|
|
|
314,915 |
|
|
|
542,991 |
|
|
|
(228,076 |
) |
|
|
* |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
(327,156 |
) |
|
|
19,312 |
|
|
|
(346,468 |
) |
|
|
* |
|
|
|
(272,132 |
) |
|
|
(471,942 |
) |
|
|
199,810 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains (losses)
|
|
|
(114,786 |
) |
|
|
29,228 |
|
|
|
(144,014 |
) |
|
|
* |
|
|
|
42,783 |
|
|
|
71,049 |
|
|
|
(28,266 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
(96,468 |
) |
|
$ |
77,886 |
|
|
$ |
(174,354 |
) |
|
|
(224 |
%) |
|
$ |
125,776 |
|
|
$ |
211,202 |
|
|
$ |
(85,426 |
) |
|
|
(40 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share
|
|
$ |
(0.62 |
) |
|
$ |
0.53 |
|
|
$ |
(1.15 |
) |
|
|
(217 |
%) |
|
$ |
0.81 |
|
|
$ |
1.47 |
|
|
$ |
(0.66 |
) |
|
|
(45 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
155,329 |
|
|
|
147,112 |
|
|
|
8,217 |
|
|
|
6 |
% |
|
|
154,708 |
|
|
|
144,030 |
|
|
|
10,678 |
|
|
|
7 |
% |
|
|
* |
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. |
80
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 and nine months ended September 30, 2007 and
2006, was composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Interest:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private finance loans and debt securities
|
|
$ |
94.1 |
|
|
$ |
87.9 |
|
|
$ |
280.4 |
|
|
$ |
253.8 |
|
|
Preferred shares/income notes of CLOs
|
|
|
4.3 |
|
|
|
3.0 |
|
|
|
11.5 |
|
|
|
8.3 |
|
|
Commercial mortgage loans
|
|
|
1.1 |
|
|
|
1.7 |
|
|
|
4.9 |
|
|
|
6.5 |
|
|
Cash, U.S. Treasury bills, money market and other securities
|
|
|
5.6 |
|
|
|
5.0 |
|
|
|
11.8 |
|
|
|
10.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest
|
|
|
105.1 |
|
|
|
97.6 |
|
|
|
308.6 |
|
|
|
279.5 |
|
Dividends
|
|
|
0.6 |
|
|
|
1.1 |
|
|
|
1.9 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
$ |
105.7 |
|
|
$ |
98.7 |
|
|
$ |
310.5 |
|
|
$ |
283.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The level of interest income from the portfolio, 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
September 30, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
$ |
3,106.8 |
|
|
|
11.8 |
% |
|
$ |
2,905.2 |
|
|
|
12.5 |
% |
|
Commercial mortgage loans
|
|
|
64.2 |
|
|
|
6.4 |
% |
|
|
94.4 |
|
|
|
7.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
3,171.0 |
|
|
|
11.7 |
% |
|
|
2,999.6 |
|
|
|
12.3 |
% |
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred shares/income notes of CLOs
|
|
|
131.5 |
|
|
|
15.1 |
% |
|
|
87.7 |
|
|
|
13.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing securities
|
|
$ |
3,302.5 |
|
|
|
11.9 |
% |
|
$ |
3,087.3 |
|
|
|
12.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 interest-bearing investments at value. The
weighted average yield on the preferred shares/income notes of
CLOs is calculated as the (a) effective interest yield on
the preferred shares/income notes of CLOs, divided by
(b) preferred shares/income notes of CLOs at value. The
weighted average yields are 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 loan and debt securities portfolio yield at
September 30, 2007, of 11.8% as compared to the private
finance loan and debt securities portfolio yield of 12.5% at
September 30, 2006, reflects the mix of debt investments in
the private finance loan and debt securities portfolio and an
increase in non-accruing loans and debt securities. 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
81
accruing. See the discussion of the private finance portfolio
yield above under the caption Portfolio and
Investment Activity Private Finance.
Interest income also includes the effective interest yield on
our investments in the preferred shares/income notes of CLOs.
Interest income from these investments has increased year over
year primarily as a result of the growth in these assets. The
weighted average yield on the preferred shares/income notes of
the CLOs has increased from 13.7% at September 30, 2006, to
15.1% at September 30, 2007.
Interest income from cash, U.S. Treasury bills, money market and
other securities results primarily from interest earned on our
liquidity portfolio and excess cash on hand. See Financial
Condition, Liquidity and Capital Resources below. The
value and weighted average yield of the liquidity portfolio was
$200.7 million and 5.3%, respectively, at
September 30, 2007, and $201.8 million and 5.3%,
respectively, at December 31, 2006.
Dividend income results from the dividend yield on preferred
equity interests, if any, or the declaration of dividends by a
portfolio company on preferred or common equity interests.
Dividend income will vary from period to period depending upon
the timing and amount of dividends that are declared or paid by
a portfolio company on preferred or common equity interests.
Fees and Other Income. Fees and other income primarily
include fees related to structuring, diligence, transaction
services, management and consulting services to portfolio
companies, commitments, guarantees, and other services and loan
prepayment premiums. As a business development company, we are
required to make significant managerial assistance available to
the companies in our investment portfolio. Managerial assistance
includes, but is not limited to, management and consulting
services related to corporate finance, marketing, human
resources, personnel and board member recruiting, business
operations, corporate governance, risk management and other
general business matters.
Fees and other income for the three and nine months ended
September 30, 2007 and 2006, included fees relating to the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Structuring and diligence
|
|
$ |
7.3 |
|
|
$ |
9.3 |
|
|
$ |
15.3 |
|
|
$ |
28.4 |
|
Management, consulting and other services provided to portfolio
companies(1)
|
|
|
3.2 |
|
|
|
2.6 |
|
|
|
7.3 |
|
|
|
9.1 |
|
Commitment, guaranty and other fees from portfolio
companies(2)
|
|
|
2.0 |
|
|
|
2.1 |
|
|
|
7.0 |
|
|
|
6.7 |
|
Loan prepayment premiums
|
|
|
0.1 |
|
|
|
0.7 |
|
|
|
3.7 |
|
|
|
7.7 |
|
Other income
|
|
|
0.1 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
|
$ |
12.7 |
|
|
$ |
14.7 |
|
|
$ |
33.5 |
|
|
$ |
51.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The nine months ended September 30, 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. The
three and nine months ended September 30, 2006, included
management fees from BLX of $0.5 million and
$1.7 million, respectively. We have not charged BLX
management fees in 2007. See Private Finance,
Business Loan Express, LLC above. |
|
(2) |
Includes guaranty and other fees from BLX of $1.3 million
and $1.5 million for the three months ended
September 30, 2007 and 2006, respectively, and
$4.1 million and $4.6 million for the nine months
ended September 30, 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
82
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 $1.2 billion for the nine months ended
September 30, 2007, as compared to $1.9 billion for
the nine months ended September 30, 2006. This resulted in
lower structuring and diligence fees in 2007 versus 2006.
Loan prepayment premiums for the nine months ended
September 30, 2006, included $5.0 million related to
the repayment of our subordinated debt in connection with the
sale of our majority equity interest in Advantage on
March 29, 2006. See Portfolio and
Investment Activity above for further discussion. While
the scheduled maturities of private finance and commercial real
estate loans generally range from five to ten years, it is not
unusual for our borrowers to refinance or pay off their debts to
us ahead of schedule. Therefore, we generally structure our
loans to require a prepayment premium for the first three to
five years of the loan. Accordingly, the amount of prepayment
premiums will vary depending on the level of repayments and the
age of the loans at the time of repayment.
Mercury and BLX. At September 30, 2007, BLX
represented 2.8% of our total assets. At September 30,
2006, Mercury and BLX together represented 10.7% of our total
assets. Mercury was sold in August 2007 (see above). Total
interest and related portfolio income from these investments for
the three and nine months ended September 30, 2007 and
2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Mercury
|
|
$ |
1.0 |
|
|
$ |
2.1 |
|
|
$ |
5.3 |
|
|
$ |
7.7 |
|
BLX
|
|
$ |
1.3 |
|
|
$ |
6.1 |
|
|
$ |
4.1 |
|
|
$ |
18.2 |
|
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.
Interest Expense. The fluctuations in interest expense
during the three and nine months ended September 30, 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 and nine months ended September 30, 2007 and 2006,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the Three | |
|
At and for the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Total outstanding debt
|
|
$ |
1,922.4 |
|
|
$ |
1,590.7 |
|
|
$ |
1,922.4 |
|
|
$ |
1,590.7 |
|
Average outstanding debt
|
|
$ |
1,921.1 |
|
|
$ |
1,507.5 |
|
|
$ |
1,909.5 |
|
|
$ |
1,433.5 |
|
Weighted average
cost(1)
|
|
|
6.6 |
% |
|
|
6.6 |
% |
|
|
6.6 |
% |
|
|
6.6 |
% |
|
|
(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 $2.0 million and $0.3 million for the three
months ended September 30, 2007 and 2006, respectively, and
$4.3 million and $0.7 million for the nine months
83
ended September 30, 2007 and 2006, respectively.
Installment interest expense for the year ended
December 31, 2007, is estimated to be a total of
$6.4 million. See Dividends and Distributions
below.
Employee Expense. Employee expenses for the three and
nine months ended September 30, 2007 and 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Salaries and employee benefits
|
|
$ |
23.3 |
|
|
$ |
19.6 |
|
|
$ |
65.9 |
|
|
$ |
54.6 |
|
Individual performance award (IPA)
|
|
|
2.4 |
|
|
|
2.1 |
|
|
|
7.4 |
|
|
|
6.0 |
|
IPA mark to market expense (benefit)
|
|
|
(2.0 |
) |
|
|
1.2 |
|
|
|
(3.6 |
) |
|
|
0.6 |
|
Individual performance bonus (IPB)
|
|
|
2.6 |
|
|
|
2.3 |
|
|
|
7.1 |
|
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employee expense
|
|
$ |
26.3 |
|
|
$ |
25.2 |
|
|
$ |
76.8 |
|
|
$ |
67.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of employees at end of period
|
|
|
178 |
|
|
|
168 |
|
|
|
178 |
|
|
|
168 |
|
The change in salaries and employee benefits reflects the effect
of compensation increases, the change in mix of employees given
their area of responsibility and relevant experience level and
an increase in the number of employees. 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 $11.1 million and
$10.7 million for the three months ended September 30,
2007 and 2006, respectively, and $32.7 million and
$27.6 million for the nine months ended September 30,
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 throughout the year (beginning in February of each
year) as long as the recipient remains employed by us.
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 $10 million each; however,
the Compensation Committee may adjust the IPA or IPB as needed,
or make new awards as new officers are hired. If a recipient
terminates employment during the year, any further cash
contribution for the IPA or remaining cash payments under the
IPB would be forfeited.
Stock Options Expense. Effective January 1, 2006, we
adopted Statement No. 123 (Revised 2004), Share-Based
Payment (SFAS 123R) using the modified prospective
method of application, which required us to recognize
compensation costs on a prospective basis beginning
January 1, 2006. Under this method, the unamortized cost of
previously awarded options that were unvested as of
January 1, 2006, will be recognized over the remaining
service period in the statement of operations
84
beginning in 2006, using the fair value amounts determined for
proforma disclosure under SFAS 123R. With respect to
options granted on or after January 1, 2006, compensation
cost based on estimated grant date fair value is recognized in
the consolidated statement of operations over the service
period. Our employee stock options are typically granted with
ratable vesting provisions, and we amortize the compensation
cost over the related service period. The stock option expense
for the three and nine months ended September 30, 2007 and
2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
1.7 |
|
|
$ |
3.2 |
|
|
$ |
8.2 |
|
|
$ |
9.9 |
|
|
|
Options granted on or after January 1, 2006
|
|
|
2.2 |
|
|
|
0.4 |
|
|
|
8.9 |
|
|
|
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total options granted
|
|
|
3.9 |
|
|
|
3.6 |
|
|
|
17.1 |
|
|
|
11.9 |
|
|
Options cancelled in connection with tender offer (see below)
|
|
|
14.4 |
|
|
|
|
|
|
|
14.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
18.3 |
|
|
$ |
3.6 |
|
|
$ |
31.5 |
|
|
$ |
11.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Granted. In addition to the employee stock option
expense for options granted, for both the nine months ended
September 30, 2007 and 2006, administrative expense
included $0.2 million of expense related to options granted
to directors during each respective period. Options were granted
to non-officer directors in the second quarters of 2007 and
2006. Options granted to
non-officer directors
vest on the grant date and therefore, the full expense is
recorded on the grant date.
During the second quarter of 2007, options were granted for
6.4 million shares. One-third of the options granted to
employees vested on June 30, 2007, therefore, approximately
one-third of the expense related to this grant, or
$5.9 million, was recorded in the second quarter of 2007.
Of the remaining options granted, one-half will vest on
June 30, 2008, and one-half will vest on June 30,
2009. We estimate that the employee-related stock option expense
under SFAS 123R that will be recorded in our consolidated
statement of operations, including the expense related to
options granted in 2007 but excluding the expense related to the
options cancelled in connection with the tender offer, will be
approximately $21.0 million, $9.5 million, and
$2.8 million for the years ended December 31, 2007,
2008, and 2009, respectively, which includes approximately
$10.9 million, $6.6 million, and $2.8 million,
respectively, related to options granted since adoption of
SFAS 123R (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.
Options Cancelled in Connection with Tender Offer. On
July 18, 2007, we completed a tender offer related to our
offer to all optionees who held vested in-the-money
stock options as of June 20, 2007, the opportunity to
receive an option cancellation payment (OCP) equal to the
in-the-money value of the stock options cancelled,
determined using the Weighted Average Market Price of $31.75,
which would be paid one-half in cash and one-half in
unregistered shares of our common stock. We accepted for
cancellation 10.3 million vested options held by employees
and non-officer directors, which in the aggregate had a weighted
average exercise price of $21.50. This resulted in a total
option cancellation payment of approximately
$105.6 million, of which $52.8 million was paid in
cash and $52.8 million was paid through the issuance of
1.7 million unregistered shares of the Companys
common stock, determined using the Weighted Average Market Price
of $31.75. The Weighted Average Market Price represented the
volume weighted average price of our common stock over the
fifteen trading days preceding the first day of the offer
period, or June 20, 2007. Our stockholders
85
approved the issuance of the shares of our common stock in
exchange for the cancellation of vested in-the-money
stock options at our 2006 Annual Meeting of Stockholders. Cash
payments to employee optionees were paid net of required payroll
and income tax withholdings.
As discussed above, the OCP was equal to the
in-the-money value of the stock options cancelled,
determined using the Weighted Average Market Price of $31.75,
and was paid one-half in cash and one-half in unregistered
shares of the Companys common stock. In accordance with
the terms of the tender offer, the Weighted Average Market Price
represented the volume weighted average price of the
Companys common stock over the fifteen trading days
preceding the first day of the offer period, or June 20,
2007. Because the Weighted Average Market Price at the
commencement of the tender offer on June 20, 2007, was
higher than the market price of our common stock at the close of
the offer on July 18, 2007, SFAS 123R required us to
record employee-related stock option expense of
$14.4 million and administrative expense related to stock
options cancelled that were held by non-officer directors of
$0.4 million. The same amounts were recorded as an increase
to additional paid-in capital and, therefore, had no effect on
our net asset value. The portion of the OCP paid in cash of
$52.8 million reduced our additional paid-in capital and
therefore reduced our net asset value. For income tax purposes,
our tax deduction resulting from the OCP will be similar to the
tax deduction that would have resulted from an exercise of stock
options in the market. Any tax deduction for us resulting from
the OCP or an exercise of stock options in the market is limited
by Section 162(m) of the Code for persons subject to
Section 162(m).
At September 30, 2007, subsequent to the completion of the
tender offer and the cancellation of the 10.3 million
vested options, there were 18.5 million options outstanding
and 10.7 million shares available to be granted under our
Stock Option Plan. The Board of Directors adopted a target
ownership program that establishes minimum ownership levels for
our senior officers and continues to further align the interests
of our officers with those of our stockholders.
Administrative Expenses. Administrative expenses include
legal and accounting fees, valuation assistance fees, insurance
premiums, the cost of leases for our headquarters in
Washington, DC, and our regional offices, portfolio
origination and development expenses, travel costs, stock record
expenses, directors fees and stock option expense, and
various other expenses. Administrative expenses for the three
and nine months ended September 30, 2007 and 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ending | |
|
Months Ending | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Administrative expenses
|
|
$ |
9.7 |
|
|
$ |
7.6 |
|
|
$ |
33.2 |
|
|
$ |
25.3 |
|
Investigation and litigation costs
|
|
|
0.8 |
|
|
|
0.6 |
|
|
|
5.0 |
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total administrative expenses
|
|
$ |
10.5 |
|
|
$ |
8.2 |
|
|
$ |
38.2 |
|
|
$ |
29.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses, excluding investigation and litigation
costs, for the nine months ended September 30, 2007,
included costs of $1.4 million incurred in the first
quarter of 2007 to engage a third party to work with BLX, a
portfolio company controlled by us, to conduct a review of
BLXs internal control systems. See
Private Finance, Business Loan Express,
LLC above. In addition, administrative expenses for the
nine months ended September 30, 2007, included
$2.5 million in placement fees related to securing equity
commitments to the Allied Capital Senior Debt Fund, L.P. in the
second quarter of 2007. See Private Finance,
Allied Capital Senior Debt Fund, L.P. above.
86
Investigation and litigation costs include costs associated with
requests for information in connection with government
investigations and other legal matters. We expect that we will
continue to incur legal and other costs associated with these
matters. These expenses remain difficult to predict. See
Legal Proceedings under Item 1 of Part II.
Income Tax Expense (Benefit), Including Excise
Tax. Income tax expense
(benefit) for the three and nine months ended September 30,
2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ending | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Income tax expense (benefit)
|
|
$ |
2.2 |
|
|
$ |
(0.6 |
) |
|
$ |
(0.5 |
) |
|
$ |
0.2 |
|
Excise tax expense
|
|
|
9.0 |
|
|
|
2.2 |
|
|
|
16.6 |
|
|
|
13.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit), including excise tax
|
|
$ |
11.2 |
|
|
$ |
1.6 |
|
|
$ |
16.1 |
|
|
$ |
14.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
$9.0 million and $16.6 million for the three and nine
months ended September 30, 2007, respectively. See
Dividends and Distributions. While excise tax
expense is presented in the consolidated statement of operations
as a reduction to net investment income, excise tax relates to
both net investment income and net realized gains.
In June 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, which
clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in
accordance with FASB Statement No. 109, Accounting for
Income Taxes. This interpretation is effective for fiscal
years beginning after December 15, 2006. The adoption of
this interpretation did not have a significant effect on our
consolidated financial position or our results of operations.
Realized Gains and Losses. Net realized gains
primarily result from the sale of equity securities associated
with certain private finance investments and the realization of
unamortized discount resulting from the sale and early repayment
of private finance loans and commercial mortgage loans,
87
offset by losses on investments. Net realized gains for the
three and nine months ended September 30, 2007 and 2006,
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Realized gains
|
|
$ |
275.8 |
|
|
$ |
12.6 |
|
|
$ |
396.4 |
|
|
$ |
550.1 |
|
Realized losses
|
|
|
(63.4 |
) |
|
|
(2.7 |
) |
|
|
(81.5 |
) |
|
|
(7.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
$ |
212.4 |
|
|
$ |
9.9 |
|
|
$ |
314.9 |
|
|
$ |
543.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 and nine months ended September 30,
2007 and 2006, we reversed previously recorded unrealized
appreciation or depreciation when gains or losses were realized
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
($ in millions) |
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Reversal of previously recorded net unrealized appreciation
associated with realized gains
|
|
$ |
(243.9 |
) |
|
$ |
(10.2 |
) |
|
$ |
(330.9 |
) |
|
$ |
(499.4 |
) |
Reversal of previously recorded net unrealized depreciation
associated with realized losses
|
|
|
65.8 |
|
|
|
2.2 |
|
|
|
88.1 |
|
|
|
5.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reversal
|
|
$ |
(178.1 |
) |
|
$ |
(8.0 |
) |
|
$ |
(242.8 |
) |
|
$ |
(494.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gains for the three months ended September 30,
2007 and 2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Mercury Air Centers, Inc.
|
|
$ |
259.5 |
|
Woodstream Corporation
|
|
|
14.6 |
|
Mogas Energy, LLC
|
|
|
1.2 |
|
Other
|
|
|
0.5 |
|
|
|
|
|
Total realized gains
|
|
$ |
275.8 |
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Oriental Trading Company, Inc.
|
|
$ |
8.9 |
|
Component Hardware Group, Inc.
|
|
|
2.8 |
|
Advantage Sales & Marketing, Inc.
|
|
|
0.7 |
|
Other
|
|
|
0.2 |
|
|
|
|
|
Total realized gains
|
|
$ |
12.6 |
|
|
|
|
|
Realized losses for the three months ended September 30,
2007 and 2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Jakel, Inc.
|
|
$ |
24.8 |
|
Startec Global Communications Corporation
|
|
|
20.2 |
|
Gordian Group, Inc.
|
|
|
9.7 |
|
Universal Environmental Services, LLC
|
|
|
8.6 |
|
Other
|
|
|
0.1 |
|
|
|
|
|
Total realized losses
|
|
$ |
63.4 |
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Cooper Natural Resources, Inc.
|
|
$ |
2.2 |
|
Other
|
|
|
0.5 |
|
|
|
|
|
Total realized losses
|
|
$ |
2.7 |
|
|
|
|
|
88
Realized gains for the nine months ended September 30, 2007
and 2006 were as follows:
($ in million)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Mercury Air Centers, Inc.
|
|
$ |
259.5 |
|
HMT, Inc.
|
|
|
39.9 |
|
Healthy Pet Corp.
|
|
|
36.6 |
|
Palm Coast Data, LLC
|
|
|
20.0 |
|
Woodstream Corporation
|
|
|
14.6 |
|
Wear Me Apparel Corporation
|
|
|
6.1 |
|
Mogas Energy, LLC
|
|
|
5.7 |
|
Tradesmen International, Inc.
|
|
|
3.8 |
|
ForeSite Towers, LLC
|
|
|
3.8 |
|
Advantage Sales & Marketing, Inc.
|
|
|
3.1 |
|
Geotrace Technologies, Inc.
|
|
|
1.1 |
|
Other
|
|
|
2.2 |
|
|
|
|
|
Total realized gains
|
|
$ |
396.4 |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
$ |
434.4 |
|
STS Operating, Inc.
|
|
|
94.8 |
|
Oriental Trading Company, Inc.
|
|
|
8.9 |
|
United Site Services, Inc.
|
|
|
3.3 |
|
Component Hardware Group, Inc.
|
|
|
2.8 |
|
Nobel Learning Communities, Inc.
|
|
|
1.5 |
|
MHF Logisitical Solutions, Inc.
|
|
|
1.2 |
|
The Debt Exchange, Inc.
|
|
|
1.1 |
|
Other
|
|
|
1.5 |
|
|
|
|
|
|
Total private finance
|
|
|
549.5 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
0.6 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
0.6 |
|
|
|
|
|
Total realized gains
|
|
$ |
550.1 |
|
|
|
|
|
Realized losses for the nine months ended September 30,
2007 and 2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Jakel, Inc.
|
|
$ |
24.8 |
|
Startec Global Communications, Inc.
|
|
|
20.2 |
|
Powell Plant Farms, Inc.
|
|
|
11.6 |
|
Gordian Group, Inc.
|
|
|
9.7 |
|
Universal Environmental Services, LLC
|
|
|
8.6 |
|
Legacy Partners Group, LLC
|
|
|
5.8 |
|
Other
|
|
|
0.8 |
|
|
|
|
|
Total realized losses
|
|
$ |
81.5 |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Cooper Natural Resources, Inc.
|
|
$ |
2.2 |
|
Aspen Pet Products, Inc.
|
|
|
1.6 |
|
Nobel Learning Communities, Inc.
|
|
|
1.4 |
|
Other
|
|
|
1.0 |
|
|
|
|
|
|
Total private finance
|
|
|
6.2 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
0.9 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
0.9 |
|
|
|
|
|
Total realized losses
|
|
$ |
7.1 |
|
|
|
|
|
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 September 30,
2007, portfolio investments recorded at fair value were
approximately 89% 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.
89
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.
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-
90
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 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.
91
The valuation analysis prepared by management is submitted to
our Board of Directors who is ultimately responsible for the
determination of fair value of the portfolio in good faith.
Valuation assistance from Duff & Phelps, LLC (Duff
& Phelps) for our private finance portfolio consisted of
certain limited procedures (the Procedures) we identified and
requested them to perform. Based upon the performance of the
Procedures on a selection of our final portfolio company
valuations, Duff & Phelps concluded that the fair value of
those portfolio companies subjected to the Procedures did not
appear unreasonable. In addition, we also received third-party
valuation assistance from Houlihan Lokey Howard and Zukin for
certain private finance portfolio companies. For 2007 and 2006,
we received third-party valuation assistance as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Q1 | |
|
Q2 | |
|
Q3 | |
|
Q1 | |
|
Q2 | |
|
Q3 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Number of private finance portfolio companies reviewed
|
|
|
88 |
|
|
|
92 |
|
|
|
135 |
|
|
|
78 |
|
|
|
78 |
|
|
|
105 |
|
Percentage of private finance portfolio reviewed at value
|
|
|
91.8 |
% |
|
|
92.1 |
% |
|
|
92.1 |
% |
|
|
87.0 |
% |
|
|
89.6 |
% |
|
|
86.5 |
% |
Professional fees for third-party valuation assistance were
$1.5 million for the year ended December 31, 2006, and are
estimated to be approximately $1.7 million for 2007.
Net Change in Unrealized Appreciation or Depreciation.
Net change in unrealized appreciation or depreciation for the
three and nine months ended September 30, 2007 and 2006,
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007(1) | |
|
2006(1) | |
|
2007(1) | |
|
2006(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Net unrealized appreciation (depreciation)
|
|
$ |
(149.1 |
) |
|
$ |
27.3 |
|
|
$ |
(29.3 |
) |
|
$ |
22.1 |
|
Reversal of previously recorded unrealized appreciation
associated with realized gains
|
|
|
(243.9 |
) |
|
|
(10.2 |
) |
|
|
(330.9 |
) |
|
|
(499.4 |
) |
Reversal of previously recorded unrealized depreciation
associated with realized losses
|
|
|
65.8 |
|
|
|
2.2 |
|
|
|
88.1 |
|
|
|
5.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation
|
|
$ |
(327.2 |
) |
|
$ |
19.3 |
|
|
$ |
(272.1 |
) |
|
$ |
(471.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The net change in unrealized appreciation or depreciation can
fluctuate significantly from period to period. As a result,
comparisons may not be meaningful. |
Valuation of Business Loan Express, LLC. Our
investment in BLX totaled $324.6 million at cost and
$136.7 million at value, which included unrealized
depreciation of $187.9 million, at September 30, 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. Net change in
unrealized appreciation or depreciation included a net decrease
of $84.1 million and $103.2 million for the three and
nine months ended September 30, 2007, respectively. We
received valuation assistance from Duff & Phelps for
our investment in BLX at September 30, 2007, and
December 31, 2006. See Valuation
Methodology Private Finance above for
further discussion of the third-party valuation assistance we
received.
To determine the value of our investment in BLX at
September 30, 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;
92
(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. 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 September 30,
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
both June 30, 2007, and December 31, 2006. The fair
value of BLX at September 30, 2007, was within the range of
values determined by these valuation analyses.
The value of BLX at September 30, 2007, reflects a
strategic change in the business operations of the company. We
have been working with BLX on evaluating a number of strategic
alternatives for BLX and have concluded that the company needs
to make a strategic shift in its business operations and
de-emphasize government guaranteed lending programs. BLX plans
instead to further build its conventional small business and
small commercial real estate lending activity. Under its new
business plan, BLX intends to reduce its annual loan origination
volume by about 30% in the next fiscal year, and then over time,
it plans to rebuild its loan origination volume in conventional
and commercial real estate loans. The inherent risks in
repositioning the business combined with the reduction in loan
origination volume in the projection period used to value BLX
resulted in a decrease in the value of our investment. In
addition, value was negatively impacted by a reduction in value
of residual interests and the net book value of BLX. We also
continued to consider BLXs current regulatory issues and
ongoing investigations and litigation in performing the
valuation analysis at September 30, 2007. (See
Private Finance, Business Loan Express,
LLC above.)
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 155.3 million and
147.1 million for the three months ended September 30,
2007 and 2006, respectively, and were 154.7 million and
144.0 million for the nine months ended September 30,
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
generally 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
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. See Dividends and
Distributions below.
93
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 nine months ended
September 30, 2007 and 2006, were $293.7 million and
$255.4 million, respectively, or $1.92 per common
share for the nine months ended September 30, 2007, and
$1.80 per common share for the nine months ended
September 30, 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 $0.65 per
common share for the fourth quarter of 2007, and an extra cash
dividend of $0.07 per common share, which will be paid to
shareholders on December 27, 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 nondeductible 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
94
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 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 annual taxable income for 2006 exceeded our dividend
distributions to shareholders for 2006 from such taxable income,
and, therefore, we carried over excess taxable income of
$402.8 million for distribution to shareholders in 2007.
Excess taxable income for 2006 represents $126.7 million of
ordinary income and $276.1 million of net long-term capital
gains.
Dividends paid in 2007 will first be paid out of the excess
taxable income carried over from 2006. For the nine months ended
September 30, 2007, we paid dividends of
$293.7 million. The remainder of 2006 excess taxable income
to be distributed during the fourth quarter of 2007 is
approximately $109.1 million. In accordance with regulated
investment company distribution rules, we were required to
declare current year dividends to be paid from carried over
excess taxable income from 2006 before we filed our 2006 tax
return in September 2007, and we must pay such dividends by
December 31, 2007. To comply with these rules, on
July 27, 2007, our Board of Directors declared a $0.65 per
share dividend for both the third and fourth quarters of 2007.
Our Board of Directors also declared an extra dividend of $0.07
per share on September 14, 2007. The third quarter dividend
was paid on September 26, 2007, and the fourth quarter
dividend will be paid on December 26, 2007. The extra
dividend will be paid on December 27, 2007. We expect that
substantially all of the 2007 dividend payments will be made
from excess 2006 taxable earnings.
Given that substantially all of the 2007 dividend payments will
be made from excess taxable income carried over from 2006, we
currently expect to carry over substantially all of our
estimated annual taxable income for 2007 for distribution to
shareholders in 2008. We will generally be required to pay a
nondeductible 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 nine months ended
September 30, 2007, we have recorded an excise tax of
$16.6 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.
For the nine months ended September 30, 2007, the sum of
our net investment income and net realized gains was
$397.9 million, which represents the primary components of
our taxable income. Net investment income and net realized gains
for the nine months ended September 30, 2007, are not
necessarily indicative of the results to be expected for the
full year.
In addition, we had cumulative deferred taxable income related
to installment sale gains of $221.9 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. See Other Matters Regulated
Investment Company Status above.
95
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
nine months ended September 30, 2007 and 2006, was
$4.3 million and $0.7 million, respectively. See
Results of Operations above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2007, and December 31, 2006, our
liquidity portfolio, cash and investments in money market and
other securities, total assets, total debt outstanding, total
shareholders equity, debt to equity ratio and asset
coverage for senior indebtedness were as follows:
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Liquidity portfolio (includes money market and other securities)
|
|
$ |
200.7 |
|
|
$ |
201.8 |
|
Cash and investments in money market securities (including money
market and other securities: 2007-$90.4; 2006-$0.4)
|
|
$ |
105.2 |
|
|
$ |
2.1 |
|
Total assets
|
|
$ |
4,861.5 |
|
|
$ |
4,887.5 |
|
Total debt outstanding
|
|
$ |
1,922.4 |
|
|
$ |
1,899.1 |
|
Total shareholders equity
|
|
$ |
2,765.8 |
|
|
$ |
2,841.2 |
|
Debt to equity
ratio(1)
|
|
|
0.70 |
|
|
|
0.67 |
|
Asset coverage
ratio(2)
|
|
|
244 |
% |
|
|
250 |
% |
|
|
(1) |
The debt to equity ratio adjusted for the liquidity portfolio
and cash and investments in money market securities was 0.58 and
0.60 at September 30, 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 nine months ended September 30, 2007 and
2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
240.8 |
|
|
$ |
(303.6 |
) |
Add: portfolio investments funded
|
|
|
1,236.7 |
|
|
|
1,700.8 |
|
|
|
|
|
|
|
|
|
Total cash provided by operating activities before new
investments
|
|
$ |
1,477.5 |
|
|
$ |
1,397.2 |
|
|
|
|
|
|
|
|
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 September 30, 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
|
|
$ |
200.7 |
|
|
|
5.3 |
% |
|
$ |
161.2 |
|
|
|
5.3 |
% |
Certificate of deposit
|
|
|
|
|
|
|
|
|
|
|
40.6 |
|
|
|
5.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
200.7 |
|
|
|
5.3 |
% |
|
$ |
201.8 |
|
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The liquidity portfolio was established to provide a pool of
liquid assets within our balance sheet given that 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.
96
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.
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
$859.0 million on September 30, 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 nine months ended September 30, 2007 and 2006,
and the year ended December 31, 2006, we sold new equity of
$93.8 million, $218.9 million, and
$295.8 million, respectively, in public offerings. In
addition, shareholders equity increased by
$25.9 million, $23.2 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 nine
months ended September 30, 2007 and 2006, and for the year
ended December 31, 2006, respectively. For the nine months
ended September 30, 2007, shareholders equity
decreased by $52.8 million for the cash portion of the
option cancellation payment made in connection with our tender
offer. See Results of Operations, Stock Option
Expense, Options Cancelled in Connection with Tender
Offer. See Note 12 to our consolidated financial
statements for further detail on the change in
shareholders equity for the period.
We currently target a debt to equity ratio ranging between
0.50:1.00 to 0.70:1.00 because we believe that it is prudent to
operate with a larger equity capital base and less leverage.
At September 30, 2007, and December 31, 2006, we had
outstanding debt as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
|
|
Annual | |
|
|
|
Annual | |
|
|
Facility | |
|
Amount | |
|
Interest | |
|
Facility | |
|
Amount | |
|
Interest | |
|
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Notes payable and debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately issued unsecured notes payable
|
|
$ |
1,042.4 |
|
|
$ |
1,042.4 |
|
|
|
6.1 |
% |
|
$ |
1,041.4 |
|
|
$ |
1,041.4 |
|
|
|
6.1 |
% |
|
Publicly issued unsecured notes payable
|
|
|
880.0 |
|
|
|
880.0 |
|
|
|
6.7 |
% |
|
|
650.0 |
|
|
|
650.0 |
|
|
|
6.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable and debentures
|
|
|
1,922.4 |
|
|
|
1,922.4 |
|
|
|
6.4 |
% |
|
|
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
|
|
$ |
2,844.9 |
|
|
$ |
1,922.4 |
|
|
|
6.6 |
%(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
September 30, 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 $4.1 million and $3.9 million at
September 30, 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 September 30, 2007, $859.0 million remained unused
and available on the revolving line of credit, net of amounts
committed for standby letters of credit of $63.5 million
issued under the credit facility. |
97
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 and fixed rates of interest. The notes
require payment of interest only semi-annually, and all
principal is due upon maturity. At September 30, 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.
We have issued five-year unsecured long-term notes denominated
in Euros and Sterling for a total U.S. dollar equivalent of
$15.2 million. The notes have fixed interest rates and have
substantially the same terms as our other unsecured notes. The
Euro notes require annual interest payments and the Sterling
notes require semi-annual interest payments until maturity.
Simultaneous with issuing the notes, we entered into a cross
currency swap with a financial institution which fixed our
interest and principal payments in U.S. dollars for the
life of the debt.
Publicly Issued Unsecured Notes Payable. At
September 30, 2007, we had outstanding publicly issued
unsecured notes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Maturity Date | |
($ 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
|
|
|
230.0 |
|
|
|
April 15, 2047 |
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
880.0 |
|
|
|
|
|
|
|
|
|
|
|
|
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. In April 2007, we issued additional notes,
through an over-allotment option, totaling $30.0 million
for net proceeds of $29.1 million. Net proceeds are 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 September 30,
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. At our option,
borrowings under the revolving line of credit generally bear
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 September 30, 2007, there was no outstanding balance on
our unsecured revolving line of credit. The amount available
under the line at September 30, 2007, was
$859.0 million, net of amounts committed for standby
letters of credit of $63.5 million. Net repayments under
the revolving lines of credit for the nine months ended
September 30, 2007, were $207.8 million.
98
We have various financial and operating covenants required by
the revolving line of credit and the privately issued unsecured
notes payable outstanding at September 30, 2007. These
covenants require us to maintain certain financial ratios,
including debt to equity and interest coverage, and a minimum
net worth. These credit facilities provide for customary events
of default, including, but not limited to, payment defaults,
breach of representations or covenants, cross-defaults,
bankruptcy events, failure to pay judgments, attachment of our
assets, change of control and the issuance of an order of
dissolution. Certain of these events of default are subject to
notice and cure periods or materiality thresholds. Our credit
facilities limit our ability to declare dividends if we default
under certain provisions. As of September 30, 2007, we were
in compliance with these covenants.
We have certain financial and operating covenants that are
required by the publicly issued unsecured notes payable,
including that we will maintain a minimum ratio of 200% of total
assets to total borrowings, as required by the Investment
Company Act of 1940, as amended, while these notes are
outstanding. At September 30, 2007, we were in compliance
with these covenants.
The following table shows our significant contractual
obligations for the repayment of debt and payment of other
contractual obligations as of September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Year | |
|
|
|
|
| |
|
|
|
|
|
|
After | |
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 | |
|
2011 | |
|
2011 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Unsecured notes payable
|
|
$ |
1,922.4 |
|
|
$ |
|
|
|
$ |
153.0 |
|
|
$ |
269.9 |
|
|
$ |
408.0 |
|
|
$ |
472.5 |
|
|
$ |
619.0 |
|
Revolving line of
credit(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
21.3 |
|
|
|
1.1 |
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|
|
4.4 |
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|
|
4.6 |
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|
|
4.5 |
|
|
|
1.8 |
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|
|
4.9 |
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|
|
|
|
Total contractual obligations
|
|
$ |
1,943.7 |
|
|
$ |
1.1 |
|
|
$ |
157.4 |
|
|
$ |
274.5 |
|
|
$ |
412.5 |
|
|
$ |
474.3 |
|
|
$ |
623.9 |
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
|
(1) |
At September 30, 2007, $859.0 million remained unused
and available on the revolving line of credit, net of amounts
committed for standby letters of credit of $63.5 million
issued under the credit facility. |
Off-Balance Sheet Arrangements
In the ordinary course of business, we have issued guarantees
and have extended standby letters of credit through financial
intermediaries on behalf of certain portfolio companies. We have
generally issued guarantees of debt, rental and lease
obligations. Under these arrangements, we would be required to
make payments to third-party beneficiaries if the portfolio
companies were to default on their related payment obligations.
The following table shows our guarantees and standby letters of
credit that may have the effect of creating, increasing, or
accelerating our liabilities as of September 30, 2007.
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|
Amount of Commitment Expiration Per Year | |
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| |
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After | |
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|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
2011 | |
($ in millions) |
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| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Guarantees
|
|
$ |
263.9 |
|
|
$ |
3.0 |
|
|
$ |
3.0 |
|
|
$ |
251.5 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
2.0 |
|
Standby letters of
credit(1)
|
|
|
63.5 |
|
|
|
|
|
|
|
63.5 |
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|
|
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|
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Total
commitments(2)
|
|
$ |
327.4 |
|
|
$ |
3.0 |
|
|
$ |
66.5 |
|
|
$ |
251.5 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
2.0 |
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(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
$271.0 million at September 30, 2007. At
September 30, 2007, the principal components of these
guarantees included a guarantee of 60% of the outstanding total
obligations on BLXs revolving line of credit, which
expires in March 2009, for a total guaranteed amount of
$249.0 million and standby letters of credit totaling
$19.0 million in connection with term securitizations
completed by BLX. See Private Finance,
Business Loan Express, LLC above for further discussion. |
In addition, we had outstanding commitments to fund investments
totaling $469.0 million at September 30, 2007. See
Portfolio and Investment Activity
Outstanding Commitments above.
99
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 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. Our loans
and debt securities generally do not trade. We typically exit
our loans and debt securities upon the sale or recapitalization
of the portfolio company. Therefore, we generally determine the
enterprise value of the portfolio company and then allocate that
value to the loans and debt securities in order of the legal
priority of the contractual obligations, with the remaining
value, if any, going to the portfolio companys outstanding
equity 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 or recapitalization 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.
100
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.
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 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 investments in private debt and equity
funds are generally valued at the funds net asset value.
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
101
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 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 during the year earned. 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.
102
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 September 30, 2007, that have materially
affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
103
PART II. OTHER INFORMATION
Item 1. Legal
Proceedings
On June 23, 2004, we were notified by the SEC that they
were conducting an informal investigation of us. The
investigation related to the valuation of securities in our
private finance portfolio and other matters. On June 20,
2007, we announced that we entered into a settlement with the
SEC that resolved the SECs informal investigation. As part
of the settlement and without admitting or denying the
SECs allegations, we agreed to the entry of an
administrative order. In the order the SEC alleged that, between
June 30, 2001, and March 31, 2003, we did not maintain
books, records and accounts which, in reasonable detail,
supported or accurately and fairly reflected valuations of
certain securities in our private finance portfolio and, as a
result, did not meet certain recordkeeping and internal controls
provisions of the federal securities laws. In the administrative
order, the SEC ordered us to continue to maintain certain of our
current valuation-related controls. Specifically, for a period
of two years, we have undertaken to: (1) continue to employ
a Chief Valuation Officer, or a similarly structured
officer-level employee, to oversee our quarterly valuation
processes; and (2) continue to employ third-party valuation
consultants to assist in our quarterly valuation processes.
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 relating to matters similar to those investigated
by and settled with the SEC as discussed above. We produced
materials in response to the requests from the U.S.
Attorneys office and certain current and former employees
were interviewed by the U.S. Attorneys Office. We have
voluntarily cooperated with the investigation.
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 U.S. 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. The
complaint was summarily dismissed in July 2007. The complaint
alleged 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.
On October 5, 2007, Rena Nadoff sent a letter to our Board
of Directors with substantially the same claims and a request
that the Board of Directors investigate the claims and take
appropriate action. The Board of Directors has established a
committee, which is advised by its own counsel, to review the
matter.
On February 26, 2007, Dana Ross filed a class action
complaint in the U.S. District Court for the District of
Columbia in which she alleges that Allied Capital Corporation
and certain members of management violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and
Rule 10b-5
thereunder. Thereafter, the court appointed new lead counsel and
approved new lead plaintiffs. On July 30, 2007, plaintiffs
served an amended complaint. Plaintiffs claim that, between
104
November 7, 2005, and January 22, 2007, Allied Capital
either failed to disclose or misrepresented information about
our portfolio company, Business Loan Express, LLC. Plaintiffs
seek 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. On September 13,
2007, we filed a motion to dismiss the lawsuit. The motion is
pending.
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 open 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
assurance whether any pending legal proceedings will have a
material adverse effect on our financial condition or results of
operations in any future reporting period.
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, which are
generally illiquid, 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 September 30, 2007, portfolio
investments recorded at fair value were 89% 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
105
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 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, which may negatively affect the value of our
investments, 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
106
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.
Business Loan Express, LLC (BLX) represented 2.8% of our total
assets at September 30, 2007, and 1.2% of our total
interest and related portfolio income for the nine months ended
September 30, 2007. BLX is a national, non-bank lender that
currently participates in the SBAs 7(a) Guaranteed Loan
Program and its wholly-owned subsidiary 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 ongoing investigations 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. As an SBA lender, BLX is also subject to other
SBA and OIG audits, investigations, and reviews. In addition,
the Office of the Inspector General of the U.S. Department
of Agriculture is conducting an investigation of BLXs
lending practices under the Business and Industry Loan program.
These investigations, audits and reviews are ongoing.
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
and Valuation of Business Loan Express,
LLC.
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
107
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 September 30, 2007, we had $1.9 billion of
outstanding indebtedness bearing a weighted average annual
interest cost of 6.6% and a debt to equity ratio of 0.70 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 2.6% as of September 30,
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. Under the 1940 Act and the covenants
applicable to our public debt, 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
September 30, 2007, our asset coverage for senior
indebtedness was 244%.
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 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 September 30, 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 2% 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.
108
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 debt and 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 investment company taxable ordinary income (as defined in
the Code), 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 generally 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 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.
109
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.
There are potential conflicts of interest between us and the
Allied Capital Senior Debt Fund, L.P. Certain of our
officers serve or may serve in an investment management capacity
to the Allied Capital Senior Debt Fund, L.P. (the Fund), a fund
that generally invests in senior, unitranche and second lien
debt. Specifically, the credit committee for the Fund includes
certain of our officers who serve in similar roles for us. These
investment professionals intend to allocate such time and
attention as is deemed appropriate and necessary to carry out
the operations of the Fund effectively. In this respect, they
may experience diversions of their attention from us and
potential conflicts of interest between their work for us and
their work for the Fund in the event that the interests of the
Fund run counter to our interests. Accordingly, they may have
obligations to investors in the Fund, the fulfillment of which
might not be in the best interests of us or our shareholders.
We have sold assets to the Fund and, as part of our investment
strategy, we may offer to sell additional assets to the Fund or
we may purchase assets from the Fund. While assets may be sold
or purchased at prices that are consistent with those that could
be obtained from third parties in the marketplace, there is an
inherent conflict of interest in such transactions between us
and the Fund.
Although the Fund has a different primary investment objective
than we do, the Fund may, from time to time, invest in the same
or similar asset classes that we target. These investments may
be made at the direction of the same individuals acting in their
capacity on behalf of us and the Fund. As a result, such
individuals may face conflicts in the allocation of investment
opportunities between us and the Fund. To the extent the Fund
invests in the same or similar asset classes, the scope of
opportunities otherwise available to us may be adversely
affected. We may also have the same or similar conflicts of
interest with one or more financing vehicles associated with the
Fund.
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. 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
110
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.
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:
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price and volume fluctuations in the overall stock market from
time to time; |
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significant volatility in the market price and trading volume of
securities of business development companies or other financial
services companies; |
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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; |
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changes in laws or regulatory policies or tax guidelines with
respect to business development companies or regulated
investment companies; |
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actual or anticipated changes in our earnings or fluctuations in
our operating results or changes in the expectations of
securities analysts; |
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general economic conditions and trends; |
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loss of a major funding source; or |
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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:
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the time remaining to the maturity of these debt securities; |
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the outstanding principal amount of debt securities with terms
identical to these debt securities; |
111
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the supply of debt securities trading in the secondary market,
if any; |
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the redemption or repayment features, if any, of these debt
securities; |
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the level, direction and volatility of market interest rates
generally; and |
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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
the 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 at times when
prevailing interest rates are lower than the interest rate paid
on the debt securities. In this circumstance, a 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 September 30, 2007, we issued
a total of 140,384 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
$4.2 million.
In July 2007, we completed a tender offer related to our offer
to all optionees who held vested in-the-money stock
options as of June 20, 2007, the opportunity to receive an
option cancellation payment (OCP) equal to the
in-the-money value of the stock options cancelled,
determined based on the Weighted Average Market Price of $31.75.
The OCP was paid one-half in cash and one-half in unregistered
shares of our common stock. We accepted for cancellation
10.3 million vested options, which in the aggregate had a
weighted average exercise price of $21.50. This resulted in a
total option cancellation payment of approximately
$105.6 million, of which $52.8 million was paid in
cash and $52.8 million was paid through the issuance of
1.7 million unregistered shares of the Companys
common stock, determined using the Weighted Average Market Price
of $31.75. The Weighted Average Market Price represented the
volume weighted average price of the Companys common stock
over the fifteen trading days preceding the first day of the
offer period, or June 20, 2007. The 1.7 million shares
were issued pursuant to an exemption from the registration
requirements of the Securities Act of 1933.
We received no net proceeds in conjunction with the above
transactions.
112
Issuer Purchases of Equity Securities
The following table provides information for the quarter ended
September 30, 2007, regarding shares of our common stock
that were purchased under The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan I (2005
DCP I) and The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan II (2005
DCP II), which are administered by third-party trustees.
The administrator of the 2005 DCP I and the 2005
DCP II is the Compensation Committee of our Board of
Directors.
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Total Number | |
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of Shares | |
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Average Price | |
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Purchased | |
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Paid Per Share | |
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2005 DCP
I(1)
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7/1/2007 to 7/31/2007
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105 |
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$ |
31.37 |
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8/1/2007 to 8/31/2007
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$ |
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9/1/2007 to 9/30/2007
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$ |
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2005 DCP
II(2)
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7/1/2007 to 7/31/2007
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22,814 |
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$ |
31.37 |
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8/1/2007 to 8/31/2007
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$ |
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9/1/2007 to 9/30/2007
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83,250 |
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$ |
28.67 |
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Total
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106,169 |
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$ |
29.25 |
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(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. |
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(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.
Item 4. Submission of Matters to a Vote of
Security Holders
None.
Item 5. Other Information
None.
113
Item 6. Exhibits
(a) List of Exhibits
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Exhibit | |
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Number | |
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Description |
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3 |
.1 |
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Restated Articles of Incorporation. (Incorporated by
reference to Exhibit a.2 filed with Allied Capitals
Post-Effective Amendment No. 1 to registration statement on
Form N-2 (File No. 333-141847) filed on June 1,
2007). |
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3 |
.2 |
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Amended and Restated Bylaws. (Incorporated by reference to
Exhibit 3.1. filed with Allied Capitals Form 8-K
on July 30, 2007). |
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4 |
.1 |
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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). |
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4 |
.3 |
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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). |
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4 |
.4 |
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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). |
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4 |
.5 |
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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). |
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4 |
.6 |
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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). |
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4 |
.7 |
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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). |
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4 |
.8 |
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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). |
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4 |
.9 |
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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). |
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4 |
.10 |
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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). |
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4 |
.11 |
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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). |
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4 |
.11(a) |
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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). |
114
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Exhibit | |
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Number | |
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Description |
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10 |
.1 |
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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). |
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10 |
.2 |
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Credit Agreement, dated September 30, 2005.
(Incorporated by reference to Exhibit 10.1 filed with
Allied Capitals Form 8-K on October 3, 2005). |
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10 |
.2(a) |
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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). |
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10 |
.2(b) |
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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). |
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10 |
.2(c) |
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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). |
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10 |
.3 |
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Note Agreement, dated October 13, 2005. (Incorporated by
reference to Exhibit 10.1 filed with Allied Capitals
Form 8-K on October 14, 2005). |
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10 |
.4 |
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Note Agreement, dated May 1, 2006. (Incorporated by
reference to Exhibit 10.1 filed with Allied Capitals
Form 8-K on May 1, 2006). |
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10 |
.15 |
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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). |
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10 |
.17 |
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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). |
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10 |
.17(a) |
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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
Appendix B of Allied Capitals definitive proxy
statement for Allied Capitals 2007 Annual Meeting of
Stockholders filed on April 3, 2007). |
|
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). |
115
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
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). |
|
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 |
.20(f) |
|
Amendment to Allied Capital Corporation 401(k) plan, dated
June 21, 2007. (Incorporated by reference to Exhibit
10.20(f) filed with Allied Capitals Form 10-Q for the
quarter ended June 30, 2007). |
|
10 |
.20(g) |
|
Amendment to Allied Capital Corporation 401(k) plan, dated
June 21, 2007. (Incorporated by reference to Exhibit
10.20(g) filed with Allied Capitals Form 10-Q for the
quarter ended June 30, 2007). |
|
10 |
.20(h)* |
|
Amendment to Allied Capital Corporation 401(k) plan, dated
September 14, 2007, with an effective date of
January 1, 2008. |
|
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). |
116
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
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.) |
|
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. |
117
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: November 8, 2007
|
|
/s/ William L. Walton
William
L. Walton
Chairman and Chief Executive Officer |
|
|
|
/s/ Penni F. Roll
Penni
F. Roll
Chief Financial Officer |
118
EXHIBIT INDEX
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Description |
| |
|
|
|
10 |
.20(h)* |
|
Amendment to Allied Capital Corporation 401(k) plan, dated
September 14, 2007, with an effective date of
January 1, 2008. |
|
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. |
119