e497
Filed Pursuant to Rule 497
Registration Statement No. 333-141848
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 23, 2007)
4,000,000 Shares
Common Stock
We are offering 4,000,000 shares of our common stock, par
value $0.0001 per share. We will receive all of the net proceeds
from the sale of our common stock.
Our common stock is traded on the New York Stock Exchange under
the symbol ALD. The last reported sale price for our
common stock on January 29, 2008, was $23.26 per
share. We sold the shares of common stock for $21.53 per share,
which is an approximate 7.4% discount off the last reported
sales price on January 29, 2008.
Please read this prospectus supplement, and the accompanying
prospectus, before investing, and keep it for future reference.
The prospectus supplement and the accompanying prospectus
contain important information about us that a prospective
investor should know before investing in our common stock. We
file annual, quarterly and current reports, proxy statements and
other information about us with the Securities and Exchange
Commission. This information is available free of charge by
contacting us at 1919 Pennsylvania Avenue, NW, Washington, DC,
20006, or by telephone at (202) 721-6100 or on our website
at www.alliedcapital.com. The information on this website is not
incorporated by reference into this prospectus supplement and
the accompanying prospectus. The SEC also maintains a website at
www.sec.gov that contains such information.
Before buying any of these shares of our common stock, you
should review the information, including the risk of leverage,
set forth under Risk Factors on page 10 of the
accompanying prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
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Per Share |
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Total |
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Public offering price
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$ |
22.00 |
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$ |
88,000,000 |
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Underwriting discount
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$ |
0.47 |
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$ |
1,880,000 |
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Proceeds, before expenses, to us(1)
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$ |
21.53 |
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$ |
86,120,000 |
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(1) |
Expenses payable by us are estimated to be approximately
$320,000. |
If all the shares are not sold at the public offering price, the
underwriter may change the offering price and may offer shares
from time to time for sale in negotiated transactions or
otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or otherwise.
The underwriters may also purchase from us up to an additional
600,000 shares of our common stock at the public offering
price less the underwriting discount, to cover over-allotments,
if any, within 30 days of the date of this prospectus
supplement.
The underwriters are offering the shares of our common stock as
described in Underwriting. Delivery of the shares
will be made on or about February 4, 2008.
Morgan Stanley
The date of this prospectus supplement is January 29,
2008
You should rely only on the information contained in this
prospectus supplement and the accompanying prospectus. We have
not, and the underwriter has not, authorized any other person to
provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely
on it. We are not, and the underwriter is not, making an offer
to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information
appearing in this prospectus supplement and the accompanying
prospectus is accurate only as of their respective dates. Our
business, financial condition and results of operations may have
changed since those dates. This prospectus supplement supersedes
the accompanying prospectus to the extent it contains
information that is different from or additional to the
information in that prospectus.
TABLE OF CONTENTS
Prospectus Supplement
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Fees and Expenses
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S-1 |
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S-2 |
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Use of Proceeds
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S-6 |
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Underwriting
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S-7 |
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Legal Matters
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S-8 |
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S-9 |
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S-53 |
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S-55 |
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S-110 |
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Prospectus |
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1 |
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6 |
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7 |
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9 |
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10 |
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20 |
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21 |
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22 |
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80 |
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109 |
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170 |
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170 |
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F-1 |
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ABOUT THIS PROSPECTUS
In this prospectus supplement and the accompanying prospectus,
unless otherwise indicated, Allied Capital,
Company, we, us or
our refers to Allied Capital Corporation and its
subsidiaries.
Information contained in this prospectus supplement and the
accompanying prospectus may contain forward-looking statements,
which 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.
The matters described in Risk Factors in this
prospectus supplement and the accompanying prospectus and
certain other factors noted throughout this prospectus
supplement and the accompanying prospectus constitute cautionary
statements identifying important factors with respect to any
such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to differ
materially from those in such forward-looking statements.
(i)
FEES AND EXPENSES
This table describes the various costs and expenses that an
investor in our shares of common stock will bear directly or
indirectly.
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Shareholder Transaction Expenses
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Sales load (as a percentage of offering
price)(1)
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2.14 |
% |
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Dividend reinvestment plan
fees(2)
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None |
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Annual Expenses (as a percentage of consolidated net assets
attributable to common
stock)(3)
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Operating
expenses(4)
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6.95 |
% |
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Interest payments on borrowed
funds(5)
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4.82 |
% |
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Acquired fund fees and
expenses(6)
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% |
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Total annual
expenses(7)(8)
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11.77 |
% |
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Example
The following example, required by the SEC, demonstrates the
projected dollar amount of total cumulative expenses that would
be incurred over various periods with respect to a hypothetical
investment in us. In calculating the following expense amounts,
we assumed we would have no additional leverage and that our
operating expenses would remain at the levels set forth in the
table above.
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1 Year |
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3 Years |
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5 Years |
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10 Years |
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You would pay the following expenses on a $1,000 investment,
assuming a 5.0% annual return
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$ |
137 |
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$ |
361 |
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$ |
578 |
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$ |
1,090 |
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Although the example assumes (as required by the SEC) a 5.0%
annual return, our performance will vary and may result in a
return of greater or less than 5.0%. In addition, while the
example assumes reinvestment of all dividends and distributions
at net asset value, participants in the dividend reinvestment
plan may receive shares of common stock that we issue at or
above net asset value or are purchased by the administrator of
the dividend reinvestment plan, at the market price in effect at
the time, which may be higher than, at, or below net asset value.
The example should not be considered a representation of
future expenses, and the actual expenses may be greater or less
than those shown.
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(1) |
Represents the underwriting discounts or commissions with
respect to the shares sold by us in this offering. |
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(2) |
The expenses of our dividend reinvestment plan are included in
Operating expenses. We do not have a stock purchase
plan. The participants in the dividend reinvestment plan will
bear a pro rata share of brokerage commissions incurred with
respect to open market purchases or sales, if any. See
Dividend Reinvestment Plan in the accompanying
prospectus. |
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(3) |
Consolidated net assets attributable to common stock
equals net assets (i.e., total consolidated assets less total
consolidated liabilities), which at September 30, 2007, was
$2.8 billion. |
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(4) |
Operating expenses represent our estimated operating
expenses for the year ending December 31, 2007, excluding
interest on indebtedness. This percentage for the year ended
December 31, 2006, was 5.2%. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations in this prospectus supplement. |
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(5) |
Interest payments on borrowed funds represents our
estimated interest expense for the year ending December 31,
2007. We had outstanding borrowings of $1.9 billion at
September 30, 2007. This percentage for the year ended
December 31, 2006, was 3.5%. See Risk Factors
in the accompanying prospectus. |
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(6) |
See our Consolidated Statement of Investments as of
September 30, 2007, on pages S-59 through S-69 for our
investments in funds. |
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(7) |
Total annual expenses as a percentage of
consolidated net assets attributable to common stock are higher
than the total annual expenses percentage would be for a company
that is not leveraged. We borrow money to leverage our net
assets and increase our total assets. The SEC requires that
Total annual expenses percentage be calculated as a
percentage of net assets, rather than the total assets,
including assets that have been funded with borrowed monies. If
the Total annual expenses percentage were calculated
instead as a percentage of consolidated total assets, our
Total annual expenses would be 6.7% of consolidated
total assets. |
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(8) |
The holders of shares of our common stock (and not the holders
of our debt securities or preferred stock, if any) indirectly
bear the cost associated with our annual expenses. |
S-1
RECENT DEVELOPMENTS
Investment Agreement with Goldman Sachs Private Equity
Group
On January 23, 2008, we announced an investment agreement
between Goldman Sachs Private Equity Group (Goldman Sachs) and
Allied Capital that includes commitments by Goldman Sachs to
invest at least $125 million in future investment vehicles
managed by us. In addition, Goldman Sachs will purchase
$170 million in existing private equity and debt
investments from Allied Capital and will have future
opportunities to invest in our affiliates, or vehicles managed
by them, and co-invest alongside us in the future, subject to
various terms and conditions.
As part of this investment agreement with Goldman Sachs, we have
agreed to sell a pro-rata strip of private equity and debt
investments to AGILE Fund I, LLC (AGILE), a new Allied
Capital managed fund in which Goldman Sachs owns substantially
all of the interests, for a total transaction value of
$170 million. We are expected to realize a net gain and
dividend income from the sale of our investments of
approximately $15 million, net of transaction and other
costs. The purchase price of the equity investments represented
a 9% premium to our fair value for these investments at
September 30, 2007. The majority of the pro-rata equity and
debt sale closed simultaneously with the execution of the
investment agreement. The sales of the remaining assets are
expected to close by the end of the first quarter of 2008.
The sale to AGILE includes 13.7% of our equity investments in 23
of our buyout portfolio companies and 36 of our minority equity
portfolio companies for a total purchase price of
$109 million. The equity investments being sold had a fair
value at September 30, 2007 of $100 million. In
addition, we are selling approximately $60 million in debt
investments at cost, representing 7.3% of our unitranche, second
lien and subordinated debt investments in the 23 buyout
investments included in the equity sale. We will act as the
managing member of AGILE, and will be entitled to an incentive
allocation subject to certain performance benchmarks. We own the
remaining interests in AGILE not held by Goldman Sachs.
In addition, as part of this transaction, we have also agreed to
sell eleven venture capital and private equity limited
partnership investments for approximately $28 million to
Goldman Sachs, and expect to realize a loss on the sale of
approximately $7 million, including transaction costs.
Goldman Sachs will assume the $6.5 million of unfunded
commitments related to these limited partnership investments.
The sales of these investments are expected to be completed by
May 2008.
Unitranche Fund LLC
We have partnered with GE Commercial Finance (GE) to form a
senior secured unitranche loan fund of up to $3.6 billion
that will focus on making unitranche loans to companies with
EBITDA of at least $15 million. GE has committed
$3.075 billion to Unitranche Loan Fund LLC and we
have committed $525.0 million.
Termination of Deferred Compensation Arrangements
On December 14, 2007, our Board of Directors made a
determination that it is in Allied Capitals best interest
to terminate our deferred compensation arrangements as described
more fully below (each individually a Plan, or
collectively, the Plans). The
S-2
Board of Directors decision was primarily in response to
increased complexity resulting from recent changes in the
regulation of deferred compensation arrangements.
The Board of Directors resolved that The Allied Capital
Corporation Non-Qualified Deferred Compensation Plan (DCP I) and
The Allied Capital Corporation Non-Qualified Deferred
Compensation Plan II (DCP II) will be terminated in
accordance with the provisions of each of these Plans, and the
accounts under these Plans will be distributed to participants
in full on March 18, 2008, the termination and distribution
date, or as soon as is reasonably practicable thereafter.
The Board of Directors also resolved to amend and restate The
2005 Allied Capital Corporation Non-Qualified Deferred
Compensation Plan (2005 DCP I) and The 2005 Allied Capital
Corporation Non-Qualified Deferred Compensation Plan II
(2005 DCP II) to provide for termination of each of these
Plans and distribution of the accounts under these Plans on
March 18, 2008, or as soon as is reasonably practicable
thereafter, in full in accordance with the transition rule for
payment elections under Section 409A of the Internal
Revenue Code of 1986.
Distributions from the Plans will be made in cash or shares of
our common stock, net of required withholding taxes. The assets
of the rabbi trust related to DCP I and 2005 DCP I are primarily
invested in assets other than shares of our common stock. At
September 30, 2007, the liability to participants related
to DCP I and 2005 DCP I was valued at $21.6 million in the
aggregate, and that liability is fully funded by assets held in
the rabbi trust.
The assets of the rabbi trust related to DCP II and 2005
DCP II are primarily invested in shares of our common
stock. At September 30, 2007, the liability to participants
related to DCP II and 2005 DCP II was valued at
$38.9 million in the aggregate, and that liability is fully
funded by assets held in the rabbi trust. At September 30,
2007, the rabbi trust held approximately 1.3 million shares
for DCP II and 2005 DCP II.
The account balances in the Plans have accumulated as a result
of prior compensation earned by the participants. The
contributions to the Plans reflect a combination of participant
elective compensation deferrals and non-elective employer
contributions, including contributions related to previously
earned individual performance awards. As of September 30,
2007, the account balances of the named executive officers
related to these Plans were $13.3 million for William
Walton, $6.8 million for Joan Sweeney, $2.6 million
for Penni Roll, $2.8 million for John Shulman, and
$2.2 million for Michael Grisius.
The amounts related to the Plans as of September 30, 2007,
as described above, do not include the fourth quarter
contribution to the 2005 DCP II, any additional participant
elective deferrals that occurred prior to January 1, 2008,
or earnings on or changes in the value of Plan account balances
through the distribution date.
Equity Issuance
On December 4, 2007, we completed a public offering of
3,250,000 shares of common stock at an offering price of
$24.75 per share for net proceeds, after the underwriting
discount and estimated offering expenses, of $77.5 million.
The shares were issued from our shelf registration statement on
file with the SEC.
S-3
Portfolio Activity
New investments totaled approximately $580 million for the
fourth quarter of 2007.
Exemptive Application
We have applied for an exemptive order of the SEC to permit us
to issue restricted shares of our common stock as part of the
compensation packages for certain of our employees and
directors. There can be no assurance that the SEC will grant an
exemptive order to allow the granting of restricted stock. In
addition, the issuance of restricted shares of our common stock
will require the approval of our stockholders.
Investment Review Committee of the Board of
Directors
In January 2008, our board of directors established an
Investment Review Committee and delegated authority to this
committee to review and approve certain types of investments,
which the Boards Executive Committee previously reviewed,
among other duties. The Investment Review Committee is composed
of five permanent board members, who have been appointed to
serve for the year, and three additional board members, each of
whom will serve during at least one quarter during the year on a
rotating schedule.
FASB Statement No. 157, Fair Value
Measurements
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, including its net asset value, and results
of operations. The Company will adopt this statement on a
prospective basis for the quarter ending March 31, 2008.
Adoption of this statement could have a material effect on our
consolidated financial statements, including our net asset
value. However, the actual impact on our consolidated financial
statements in the period of adoption and subsequent to the
period of adoption cannot be determined at this time as it will
be influenced by the estimates of fair value for that period and
the number and amount of investments we originate, acquire or
exit.
Business Loan Express, LLC
On January 16, 2008, BLX announced that it has changed its
name to Ciena Capital LLC (Ciena). The name change reflects a
strategic shift in its business operations whereby Ciena will
emphasize loan products that provide financing to commercial
real estate owners and operators. As previously discussed, Ciena
has reduced its annual loan origination volume, and over time,
it plans to rebuild its loan origination volume in conventional
and commercial real estate loans. There are inherent risks in
repositioning the business and we continue to work with Ciena on
restructuring its operations.
In September 2007, Ciena received waivers through
January 31, 2008, from its lenders with respect to
non-compliance with certain covenants in its revolving credit
facility, and amended certain of the facility covenants through
January 31, 2008. Ciena is currently in negotiations with
its lenders to amend the terms of its revolving credit facility.
The
S-4
amendment is expected to reduce the commitments from the lenders
under the facility from $500 million to $450 million
at the effective date of the amendment, with further periodic
reductions in total commitments to $325 million by
December 31, 2008, and to amend certain financial and other
covenants. In connection with this amendment, we expect to
increase our unconditional guarantee from 60% to 100% of the
total obligations under this facility and to replace
approximately $42.5 million in letters of credit currently
issued under the Ciena credit facility by issuing new letters of
credit under our revolving line of credit. The guaranty of the
Ciena revolving line of credit can be called by the lenders in
the event of a default, which, once amended, includes the
occurrence of any event of default under our revolving credit
facility, subject to grace periods in certain cases. The
proposed amendment also prohibits cash payments from Ciena to
Allied Capital for interest, guarantee fees, management fees and
dividends. The Ciena credit facility will expire on
March 17, 2009. We currently expect this amendment to be
executed by January 31, 2008; however, there can be no
assurance that the amendment will be executed. If the credit
facility lenders do not agree to this amendment, Ciena would be
in default under the credit facility and our guaranty would
remain at 60% of Cienas outstanding obligations under the
facility. At January 25, 2008, the principal amount
outstanding on Cienas revolving credit facility was
$353.2 million and letters of credit issued under the
facility were $89.1 million. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations Portfolio and Investment
Activity Private
Finance Business Loan Express, LLC.
On December 18, 2007, the United States District Court for
the Northern District of Georgia dismissed all claims in an
action filed under the federal False Claims Act against BLX, its
current chairman, and others. The action was brought by
Greenlight Capital, Inc., a hedge fund controlled by David
Einhorn, and James Brickman. In January 2008, the plaintiffs
filed a notice of their intention to appeal the dismissal.
S-5
USE OF PROCEEDS
We estimate that our net proceeds from the sale of the
4,000,000 shares of common stock we are offering will be
approximately $85.8 million and approximately
$98.7 million, if the underwriters over-allotment
option is exercised in full, and after deducting the
underwriting discount and estimated offering expenses payable by
us.
We expect to use the net proceeds from this offering to reduce
borrowings under our revolving line of credit, if any, to invest
in debt or equity securities in primarily privately negotiated
transactions, and for other general corporate purposes. Amounts
repaid under our revolving line of credit will remain available
for future borrowings. At January 28, 2008, the interest
rate on our revolving line of credit was approximately 5.1% and
there was approximately $306.8 million outstanding. This
revolving line of credit expires on September 30, 2008.
S-6
UNDERWRITING
Subject to the terms and conditions set forth in our
underwriting agreement, we are offering the shares of our common
stock described in this prospectus supplement through Morgan
Stanley & Co. Incorporated, the underwriter. The
underwriter has agreed to purchase and we have agreed to sell to
the underwriter, all of the shares offered by this prospectus
supplement.
The underwriting agreement provides that the obligation of the
underwriter to purchase the shares of common stock offered
hereby is subject to certain conditions precedent and that the
underwriter will purchase all of the shares of common stock
offered by this prospectus supplement, other than those covered
by the over-allotment option described below, if any of these
shares are purchased.
The underwriter proposes to offer the shares of common stock to
the public at the public offering price set forth on the cover
of this prospectus supplement. If all the shares are not sold at
the public offering price, the underwriter may change the
offering price and may offer shares from time to time for sale
in negotiated transactions or otherwise, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or otherwise.
The underwriter has the option to purchase up to 600,000
additional shares of common stock from us at the same price it
is paying for the 4,000,000 shares offered hereby. The
underwriter may purchase additional shares only to cover
over-allotments made in connection with this offering and only
within 30 days after the date of this prospectus
supplement. The underwriter will offer any additional shares
that it purchases on the terms described above.
The underwriting discount per share is equal to the public
offering price per share of common stock less the amount paid by
the underwriter to us per share of common stock. These amounts
are shown assuming either no exercise or full exercise by the
underwriter of the underwriters over-allotment option:
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Total Fees |
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Without Exercise |
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of Over-Allotment |
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With Full Exercise of |
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Fee Per Share |
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Option |
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Over-Allotment Option |
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Underwriting Discount
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$ |
0.47 |
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$ |
1,880,000 |
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$ |
2,162,000 |
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We estimate that the total expenses of this offering, which will
be paid by us, excluding the underwriting discount, will be
approximately $320,000.
We have agreed to indemnify the underwriter against some
specified types of liabilities, including liabilities under the
Securities Act, and to contribute to payments the underwriter
may be required to make in respect of these liabilities.
We and certain of our executive officers have agreed not to
offer, sell, contract to sell or otherwise dispose of, or to
engage in certain hedging and derivative transactions with
respect to, our common stock for a period of 30 days after
the date of this prospectus supplement, without first obtaining
the written consent of Morgan Stanley & Co.
Incorporated, except in limited circumstances. This consent may
be given at any time without public notice.
In connection with this offering, the underwriter may purchase
and sell shares of our common stock in the open market. These
transactions may include stabilizing transactions,
S-7
short sales and purchases to cover positions created by short
sales and stabilizing transactions.
Short sales involve the sale by the underwriter of a greater
number of shares than it is required to purchase in this
offering. Covered short sales are sales made in an amount not
greater than the underwriters over-allotment option to
purchase additional shares in this offering. The underwriter may
close out any covered short position by either exercising its
over-allotment option or purchasing shares in the open market.
In determining the source of shares to close out the covered
short position, the underwriter will consider, among other
things, the price of shares available for purchase in the open
market as compared to the price at which they may purchase
shares through the over-allotment option.
Naked short sales are sales in excess of the over-allotment
option. The underwriter must close out any naked short position
by purchasing shares in the open market. A naked short position
is more likely to be created if the underwriter is concerned
there may be downward pressure on the price of shares in the
open market prior to the completion of this offering.
Stabilizing transactions consist of various bids for or
purchases of our common stock made by the underwriter in the
open market prior to the completion of this offering.
Purchases to cover a short position and stabilizing transactions
may have the effect of preventing or slowing a decline in the
market price of our common stock. Additionally, these purchases
may stabilize, maintain or otherwise affect the market price for
our common stock. As a result, the price of our common stock may
be higher than the price that might otherwise exist in the open
market. These transactions may be effected on the New York Stock
Exchange, in the over-the-counter market or otherwise.
In the ordinary course of business, the underwriter or its
affiliates have engaged and may in the future engage in various
financing, commercial banking and investment banking services
with, and provide financial advisory services to, us and our
affiliates, for which they have received or may receive
customary fees and expenses.
The principal business address of Morgan Stanley & Co.
Incorporated is 1585 Broadway, New York, NY 10036.
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares
of common stock we are offering will be passed upon for us by
Sutherland Asbill & Brennan LLP, Washington, D.C. Certain
legal matters related to the offering will be passed upon for
the underwriter by Fried, Frank, Harris, Shriver & Jacobson
LLP, Washington D.C.
S-8
INTERIM MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in
conjunction with our Interim Consolidated Financial Statements
and the Notes thereto. In addition, this prospectus supplement
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:
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changes in the economy and general economic conditions; |
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risks associated with possible disruption in our operations
due to terrorism; |
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future changes in laws or regulations and conditions in our
operating areas; and |
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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.
S-9
Our portfolio composition at September 30, 2007 and 2006,
and December 31, 2006, was as follows:
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September 30, |
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December 31, |
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2007 |
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2006 |
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2006 |
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Private finance
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97% |
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97% |
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97% |
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Commercial real estate finance
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3% |
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3% |
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3% |
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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.
S-10
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:
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At and for the |
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At and for the |
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Three Months Ended |
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Nine Months Ended |
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At and for the |
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September 30, |
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September 30, |
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Year Ended |
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December 31, |
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2007 |
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2006 |
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2007 |
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2006 |
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2006 |
($ in millions) |
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Portfolio at value
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$ |
4,326.9 |
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$ |
4,119.6 |
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$ |
4,326.9 |
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$ |
4,119.6 |
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$ |
4,496.1 |
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Investments funded
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$ |
577.5 |
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$ |
629.5 |
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$ |
1,236.7 |
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$ |
1,880.8 |
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$ |
2,437.8 |
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Change in accrued or reinvested interest and
dividends(1)
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$ |
5.1 |
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$ |
7.2 |
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$ |
22.8 |
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$ |
(1.8 |
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$ |
11.3 |
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Principal collections related to investment repayments
or sales(2)
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$ |
351.1 |
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$ |
116.3 |
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$ |
1,086.5 |
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$ |
885.9 |
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$ |
1,055.3 |
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Yield on interest-bearing portfolio
investments(3)
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11.9 |
% |
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12.4 |
% |
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11.9 |
% |
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12.4 |
% |
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11.9 |
% |
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(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. |
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(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. |
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(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. |
S-11
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:
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At and for Three Months | |
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At and for the Nine Months | |
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Ended September 30, | |
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Ended September 30, | |
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At and for the | |
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Year Ended | |
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December 31, | |
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2007 | |
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2006 | |
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2007 | |
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2006 | |
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2006 | |
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Value | |
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Yield(1) | |
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Value | |
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Yield(1) | |
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Value | |
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Yield(1) | |
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Value | |
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Yield(1) | |
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Value | |
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Yield(1) | |
($ in millions) |
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Portfolio at value:
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Loans and debt securities:
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Senior loans
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$ |
481.6 |
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9.3 |
% |
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$ |
342.4 |
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8.7 |
% |
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$ |
481.6 |
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9.3 |
% |
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$ |
342.4 |
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8.7 |
% |
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$ |
405.2 |
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8.4 |
% |
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Unitranche debt
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698.1 |
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11.5 |
% |
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745.8 |
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11.2 |
% |
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698.1 |
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11.5 |
% |
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745.8 |
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11.2 |
% |
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799.2 |
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11.2 |
% |
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Subordinated debt
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1,927.1 |
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12.6 |
% |
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1,817.0 |
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13.7 |
% |
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1,927.1 |
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12.6 |
% |
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1,817.0 |
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13.7 |
% |
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1,980.8 |
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12.9 |
% |
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Total loans and debt securities
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3,106.8 |
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11.8 |
% |
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2,905.2 |
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12.5 |
% |
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3,106.8 |
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11.8 |
% |
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2,905.2 |
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12.5 |
% |
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3,185.2 |
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11.9 |
% |
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Equity Securities:
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Preferred shares/income notes of
CLOs(2)
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131.5 |
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15.1 |
% |
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87.7 |
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13.7 |
% |
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131.5 |
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15.1 |
% |
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87.7 |
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13.7 |
% |
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97.2 |
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15.5 |
% |
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Other equity securities
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968.8 |
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994.9 |
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968.8 |
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994.9 |
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1,095.5 |
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Total equity securities
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1,100.3 |
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1,082.6 |
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1,100.3 |
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1,082.6 |
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1,192.7 |
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Total portfolio
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$ |
4,207.1 |
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$ |
3,987.8 |
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$ |
4,207.1 |
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$ |
3,987.8 |
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$ |
4,377.9 |
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Investments
funded(3)
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$ |
576.1 |
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$ |
629.2 |
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$ |
1,219.9 |
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$ |
1,866.6 |
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$ |
2,423.4 |
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Change in accrued or reinvested interest and dividends
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$ |
4.4 |
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$ |
5.8 |
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$ |
17.3 |
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$ |
(5.4 |
) |
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$ |
7.2 |
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Principal collections related to investment repayments or
sales(4)
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$ |
346.2 |
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$ |
115.6 |
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$ |
1,063.3 |
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$ |
868.0 |
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$ |
1,015.4 |
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(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. |
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(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. |
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(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. |
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(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
S-12
loans, unitranche debt (a single debt investment that is a blend
of senior and subordinated debt terms), or subordinated debt
(with or without equity features). The junior debt that we
invest in that is lower in repayment priority than senior debt
is also known as mezzanine debt. Equity investments may include
a minority equity stake in connection with a debt investment or
a substantial equity stake in connection with a buyout
transaction. In a buyout transaction, we generally invest in
senior and/or subordinated debt and equity (preferred and/or
voting or non-voting common) where our equity ownership
represents a significant portion of the equity, but may or may
not represent a controlling interest.
We intend to take a balanced approach to private equity
investing that emphasizes a complementary mix of debt
investments and buyout investments. The combination of these two
types of investments provides current interest and related
portfolio income and the potential for future capital gains. 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 $67 billion in prospective investments and we
closed on approximately 2% of the potential new investments we
reviewed.
The level of investment activity for investments funded and
principal repayments for private finance investments can vary
substantially from period to period depending on the number and
size of investments that we make or that we exit and many other
factors, including the amount of debt and equity capital
available to middle market companies, the level of merger and
acquisition activity for such companies, the general economic
environment, and the competitive environment for the types of
investments we make.
S-13
Investments Funded. Investments funded and the
weighted average yield on loans and debt securities funded for
the nine months ended September 30, 2007 and 2006, and for
the year ended December 31, 2006, consisted of the
following:
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For the Nine Months Ended September 30, 2007 | |
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Debt Investments | |
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Buyout Investments | |
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Total | |
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Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
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| |
Loans and debt securities:
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Senior loans
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$ |
285.6 |
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|
10.3 |
% |
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$ |
83.0 |
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|
10.7 |
% |
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$ |
368.6 |
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|
10.4 |
% |
|
Unitranche
debt(2)
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|
104.0 |
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|
10.8 |
% |
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|
104.0 |
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|
10.8 |
% |
|
Subordinated debt
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|
279.0 |
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|
12.4 |
% |
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|
186.3 |
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|
12.1 |
% |
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|
465.3 |
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|
12.3 |
% |
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Total loans and debt securities
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|
668.6 |
|
|
|
11.3 |
% |
|
|
269.3 |
|
|
|
11.7 |
% |
|
|
937.9 |
|
|
|
11.4 |
% |
Equity
|
|
|
155.2 |
(4)(5) |
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|
|
|
|
|
126.8 |
|
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|
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|
282.0 |
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Total
|
|
$ |
823.8 |
|
|
|
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|
|
$ |
396.1 |
|
|
|
|
|
|
$ |
1,219.9 |
|
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For the Nine Months Ended September 30, 2006 | |
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| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
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| |
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| |
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| |
|
|
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. |
S-14
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
$12.0 million from the Fund, which we had sold to the Fund
in June 2007.
S-15
Yield. The weighted average yield on the private
finance loans and debt securities was 11.8% at
September 30, 2007, as compared to 12.5% and 11.9% at
September 30, 2006, and December 31, 2006,
respectively. The weighted average yield on the private finance
loans and debt securities may fluctuate from period to period
depending on the yield on new loans and debt securities funded,
the yield on loans and debt securities repaid, the amount of
loans and debt securities for which interest is not accruing
(see Portfolio Asset Quality Loans and Debt
Securities on Non-Accrual Status below) and the amount of
lower-yielding senior or unitranche debt in the portfolio at the
end of the period. Yields on loans and debt securities have been
generally lower because of the supply of capital available to
middle market companies.
The yield on the private finance loans and debt securities has
declined partly due to our strategy to pursue investments where
our position in the portfolio company capital structure is more
senior, such as senior debt and unitranche investments that
typically have lower yields than subordinated debt investments.
In addition, during the fourth quarter of 2006, the guaranteed
dividend yield on our investment in BLXs 25% Class A
equity interests was placed on non-accrual status. The
Class A equity interests are included in our loans and debt
securities. See Business Loan Express, LLC below.
Outstanding Investment Commitments. At
September 30, 2007, we had outstanding private finance
investment commitments as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies | |
|
Companies | |
|
Companies | |
|
|
|
|
More Than | |
|
5% to 25% | |
|
Less Than | |
|
|
|
|
25% Owned(1) | |
|
Owned | |
|
5% Owned | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
($ 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). |
S-16
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 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
S-17
$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 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
S-18
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, 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
S-19
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.
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 $51 million of
subordinated debt outstanding to Mercury at closing.
Mercury owned and operated fixed base operations generally under
long-term leases from local airport authorities, which consisted
of terminal and hangar complexes that serviced the needs of the
general aviation community. Mercury was headquartered in
Richmond Heights, OH.
S-20
Total interest and related portfolio income earned from our
investment in Mercury for the nine months ended
September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ 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 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
S-21
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 $7.5 million, respectively, related
to our investments in CLO/CDO Assets. We received valuation
assistance from Duff & Phelps for our investments in
the CLO/CDO Assets as of September 30, 2007. See
Results of Operations Valuation
Methodology Private Finance below for
further discussion of the third-party valuation assistance we
received.
S-22
Commercial Real Estate Finance
The commercial real estate finance portfolio at value,
investment activity, and the yield on interest-bearing
investments at and for the three and nine months ended
September 30, 2007 and 2006, and at and for the year ended
December 31, 2006, were as follows:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the Three Months | |
|
At and for the Nine Months | |
|
|
|
|
Ended September 30, | |
|
Ended September 30, | |
|
At and for the | |
|
|
| |
|
| |
|
Year Ended | |
|
|
|
|
|
|
|
|
|
|
December 31, | |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
($ 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 $8.2 million.
Sale of CMBS Bonds and Collateralized Debt Obligation
Bonds and Preferred Shares. On May 3, 2005, we
completed the sale of our portfolio of commercial
mortgage-backed securities (CMBS) and real estate related
collateralized debt obligation (CDO) bonds and preferred
shares. Under the sale agreement, we agreed not to primarily
invest in CMBS and real estate-related CDOs and refrain from
certain other real estate-related investing or servicing
activities for a period of three years, or through May 2008,
subject to certain limitations and excluding our existing
portfolio and related activities.
S-23
PORTFOLIO ASSET QUALITY
Portfolio by Grade. We employ a grading system for
our entire portfolio. Grade 1 is used for those investments
from which a capital gain is expected. Grade 2 is used for
investments performing in accordance with plan. Grade 3 is
used for investments that require closer monitoring; however, no
loss of investment return or principal is expected. Grade 4
is used for investments that are in workout and for which some
loss of current investment return is expected, but no loss of
principal is expected. Grade 5 is used for investments that
are in workout and for which some loss of principal is expected.
At September 30, 2007, and December 31, 2006, our
portfolio was graded as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Portfolio | |
|
Percentage of | |
|
Portfolio | |
|
Percentage of | |
Grade |
|
at Value | |
|
Total Portfolio | |
|
at Value | |
|
Total Portfolio | |
|
|
| |
|
| |
|
| |
|
| |
($ 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 $74.8 million, respectively, of our
investment in BLX at value was classified as Grade 5, which
included certain of our Class B equity interests and our
Class C equity interests that were depreciated. See
Private Finance, Business Loan Express,
LLC above.
S-24
Loans and Debt Securities on Non-Accrual Status.
At September 30, 2007, and December 31, 2006,
loans and debt securities at value not accruing interest for the
total investment portfolio were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ 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
S-25
interests were placed on
non-accrual during the
fourth quarter of 2006. See Private Finance,
Business Loan Express, LLC above.
The amount of the portfolio that is on non-accrual status or
greater than 90 days delinquent may vary from period to
period. Loans and debt securities on non-accrual status and over
90 days delinquent should not be added together as they are
two separate measures of portfolio asset quality. Loans and debt
securities that are in both categories (i.e., on non-accrual
status and over 90 days delinquent) totaled
$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.
S-26
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. |
S-27
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 accruing.
S-28
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. |
S-29
Fees and other income are generally related to specific
transactions or services and therefore may vary substantially
from period to period depending on the level of investment
activity and types of services provided. Loan origination fees
that represent yield enhancement on a loan are capitalized and
amortized into interest income over the life of the loan.
Structuring and diligence fees primarily relate to the level of
new investment originations. Private finance investments funded
were $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
S-30
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
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
S-31
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 $10 million each; however,
the Compensation Committee may adjust the IPA or IPB as needed,
or make new awards as new officers are hired. If a recipient
terminates employment during the year, any further cash
contribution for the IPA or remaining cash payments under the
IPB would be forfeited.
Stock Options Expense. Effective January 1, 2006, we
adopted Statement No. 123 (Revised 2004), Share-Based
Payment (SFAS 123R) using the modified prospective
method of application, which required us to recognize
compensation costs on a prospective basis beginning
January 1, 2006. Under this method, the unamortized cost of
previously awarded options that were unvested as of
January 1, 2006, will be recognized over the remaining
service period in the statement of operations beginning in 2006,
using the fair value amounts determined for proforma disclosure
under SFAS 123R. With respect to options granted on or
after January 1, 2006, compensation cost based on estimated
grant date fair value is recognized in the consolidated
statement of operations over the service period. Our employee
stock options are typically granted with ratable vesting
provisions, and we amortize the compensation cost over the
related service period. The stock option expense for the three
and nine months ended September 30, 2007 and 2006, was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ 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.
S-32
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 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
$52.8 million reduced our additional paid-in capital and
therefore reduced our net asset value. For income tax purposes,
our tax deduction resulting from the OCP will be similar to the
tax deduction that would have resulted from an exercise of stock
options in the market. Any tax deduction for us resulting
S-33
from the OCP or an exercise of stock options in the market is
limited by Section 162(m) of the Code for persons subject
to Section 162(m).
At September 30, 2007, subsequent to the completion of the
tender offer and the cancellation of the 10.3 million
vested options, there were 18.5 million options outstanding
and 10.7 million shares available to be granted under our
Stock Option Plan. The Board of Directors adopted a target
ownership program that establishes minimum ownership levels for
our senior officers and continues to further align the interests
of our officers with those of our stockholders.
Administrative Expenses. Administrative expenses include
legal and accounting fees, valuation assistance fees, insurance
premiums, the cost of leases for our headquarters in
Washington, DC, and our regional offices, portfolio
origination and development expenses, travel costs, stock record
expenses, directors fees and stock option expense, and
various other expenses. Administrative expenses for the three
and nine months ended September 30, 2007 and 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ending | |
|
Months Ending | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ 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
$2.5 million in placement fees related to securing equity
commitments to the Allied Capital Senior Debt Fund, L.P. in the
second quarter of 2007. See Private Finance,
Allied Capital Senior Debt Fund, L.P. above.
Investigation and litigation costs include costs associated with
requests for information in connection with government
investigations and other legal matters. We expect that we will
continue to incur legal and other costs associated with these
matters. These expenses remain difficult to predict. See
Legal Proceedings below.
Income Tax Expense (Benefit), Including Excise
Tax. Income tax expense
(benefit) for the three and nine months ended September 30,
2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ending | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-34
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 $16.6 million for the three and nine
months ended September 30, 2007, respectively. See
Dividends and Distributions. While excise tax
expense is presented in the consolidated statement of operations
as a reduction to net investment income, excise tax relates to
both net investment income and net realized gains.
In June 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, which
clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in
accordance with FASB Statement No. 109, Accounting for
Income Taxes. This interpretation is effective for fiscal
years beginning after December 15, 2006. The adoption of
this interpretation did not have a significant effect on our
consolidated financial position or our results of operations.
Realized Gains and Losses. Net realized gains
primarily result from the sale of equity securities associated
with certain private finance investments and the realization of
unamortized discount resulting from the sale and early repayment
of private finance loans and commercial mortgage loans, offset
by losses on investments. Net realized gains for the three and
nine months ended September 30, 2007 and 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ 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
S-35
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 |
|
|
|
|
|
S-36
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
S-37
Board of Directors may differ significantly from the values that
would have been used had a ready market existed for the
investments, and the differences could be material.
There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that
judgment be applied to the specific facts and circumstances of
each portfolio investment while employing a consistently applied
valuation process for the types of investments we make. Unlike
banks, we are not permitted to provide a general reserve for
anticipated loan losses. Instead, we are required to
specifically value each individual investment on a quarterly
basis. We will record unrealized depreciation on investments
when we believe that an investment has become impaired,
including where collection of a loan or realization of an equity
security is doubtful, or when the enterprise value of the
portfolio company does not currently support the cost of our
debt or equity investment. Enterprise value means the entire
value of the company to a potential buyer, including the sum of
the values of debt and equity securities used to capitalize the
enterprise at a point in time. We will record unrealized
appreciation if we believe that the underlying portfolio company
has appreciated in value and/or our equity security has
appreciated in value. Changes in fair value are recorded in the
statement of operations as net change in unrealized appreciation
or depreciation.
As a business development company, we have invested in illiquid
securities including debt and equity securities of companies and
CDO and CLO bonds and preferred shares/income notes. The
structure of each debt and equity security is specifically
negotiated to enable us to protect our investment and maximize
our returns. We include many terms governing interest rate,
repayment terms, prepayment penalties, financial covenants,
operating covenants, ownership parameters, dilution parameters,
liquidation preferences, voting rights, and put or call rights.
Our investments may be subject to certain restrictions on resale
and generally have no established trading market. Because of the
type of investments that we make and the nature of our business,
our valuation process requires an analysis of various factors.
Our fair value methodology includes the examination of, among
other things, the underlying investment performance, financial
condition, and market changing events that impact valuation.
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,
S-38
Depreciation, Amortization and, in some instances, Management
fees) in order to assess a portfolio companys financial
performance and to value a portfolio company. EBITDA and EBITDAM
are not intended to represent cash flow from operations as
defined by U.S. generally accepted accounting principles and
such information should not be considered as an alternative to
net income, cash flow from operations, or any other measure of
performance prescribed by U.S. generally accepted accounting
principles. When using EBITDA to determine enterprise value, we
may adjust EBITDA for non-recurring items. Such adjustments are
intended to normalize EBITDA to reflect the portfolio
companys earnings power. Adjustments to EBITDA may include
compensation to previous owners, acquisition, recapitalization,
or restructuring related items or one-time non-recurring income
or expense items.
In determining a multiple to use for valuation purposes, we
generally look to private merger and acquisition statistics, the
entry multiple for the transaction, discounted public trading
multiples or industry practices. In estimating a reasonable
multiple, we consider not only the fact that our portfolio
company may be a private company relative to a peer group of
public comparables, but we also consider the size and scope of
our portfolio company and its specific strengths and weaknesses.
In some cases, the best valuation methodology may be a
discounted cash flow analysis based on future projections. If a
portfolio company is distressed, a liquidation analysis may
provide the best indication of enterprise value.
If there is adequate enterprise value to support the repayment
of our debt, the fair value of our loan or debt security
normally corresponds to cost unless the borrowers
condition or other factors lead to a determination of fair value
at a different amount. The fair value of equity interests in
portfolio companies is determined based on various factors,
including the enterprise value remaining for equity holders
after the repayment of the portfolio companys debt and
other preference capital, and other pertinent factors such as
recent offers to purchase a portfolio company, recent
transactions involving the purchase or sale of the portfolio
companys equity securities, liquidation events, or other
events. The determined equity values are generally discounted
when we have a minority position, restrictions on resale,
specific concerns about the receptivity of the capital markets
to a specific company at a certain time, or other factors.
CDO/CLO Assets are carried at fair value, which is based on a
discounted cash flow model that utilizes prepayment,
re-investment and loss assumptions based on historical
experience and projected performance, economic factors, the
characteristics of the underlying cash flow and comparable
yields for similar bonds and preferred shares/income notes, when
available. We recognize unrealized appreciation or depreciation
on our CDO/CLO Assets as comparable yields in the market change
and/ or based on changes in estimated cash flows resulting from
changes in prepayment, re-investment or loss assumptions in the
underlying collateral pool. We determine the fair value of our
CDO/CLO Assets on an individual security-by-security basis. If
we were to sell 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
S-39
new investments. Therefore, we do not intend to disclose
financial or other information about our portfolio companies,
unless required, because we believe doing so may put them at an
economic or competitive disadvantage, regardless of our level of
ownership or control.
We currently intend to continue to work with third-party
consultants to obtain assistance in determining fair value for a
portion of the private finance portfolio each quarter. We work
with these consultants to obtain assistance as additional
support in the preparation of our internal valuation analysis.
In addition, we may receive third-party assessments of a
particular private finance portfolio companys value in the
ordinary course of business, most often in the context of a
prospective sale transaction or in the context of a bankruptcy
process.
The valuation analysis prepared by management 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 $1.7 million for 2007.
S-40
Net Change in Unrealized Appreciation or Depreciation.
Net change in unrealized appreciation or depreciation for the
three and nine months ended September 30, 2007 and 2006,
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007(1) | |
|
2006(1) | |
|
2007(1) | |
|
2006(1) | |
($ 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; (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
S-41
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.
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
S-42
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 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,
S-43
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 Results of
Operations above and Risk Factors in the
accompanying prospectus.
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
S-44
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.
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.
S-45
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.
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 $52.8 million for the cash portion of the
option cancellation payment made in connection with our tender
offer. See Results of Operations, Stock Option
Expense, Options Cancelled in Connection with Tender
Offer. See Note 12 to our consolidated financial
statements for further detail on the change in
shareholders equity for the period.
We currently target a debt to equity ratio ranging between
0.50:1.00 to 0.70:1.00 because we believe that it is prudent to
operate with a larger equity capital base and less leverage.
S-46
At September 30, 2007, and December 31, 2006, we had
outstanding debt as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
|
|
Annual | |
|
|
|
Annual | |
|
|
Facility | |
|
Amount | |
|
Interest | |
|
Facility | |
|
Amount | |
|
Interest | |
|
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
($ 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. |
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
S-47
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 $207.8 million.
We have various financial and operating covenants required by
the revolving line of credit and the privately issued unsecured
notes payable outstanding at September 30, 2007. These
covenants require us to maintain certain financial ratios,
including debt to equity and interest coverage, and a minimum
net worth. These credit facilities provide for customary events
of default, including, but not limited to, payment defaults,
breach of representations or covenants, cross-defaults,
bankruptcy events, failure to pay judgments, attachment of our
assets, change of control and the issuance of an order of
dissolution. Certain of these events of default are subject to
notice and cure periods or materiality thresholds. Our credit
facilities limit our ability to declare dividends if we default
under certain provisions. As of September 30, 2007, we were
in compliance with these covenants.
We have certain financial and operating covenants that are
required by the publicly issued unsecured notes payable,
including that we will maintain a minimum ratio of 200% of total
assets to total borrowings, as required by the Investment
Company Act of 1940, as amended, while these notes are
outstanding. At September 30, 2007, we were in compliance
with these covenants.
S-48
The following table shows our significant contractual
obligations for the repayment of debt and payment of other
contractual obligations as of September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Year | |
|
|
|
|
| |
|
|
|
|
|
|
After | |
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 | |
|
2011 | |
|
2011 | |
($ 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 |
|
|
|
4.4 |
|
|
|
4.6 |
|
|
|
4.5 |
|
|
|
1.8 |
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$ |
1,943.7 |
|
|
$ |
1.1 |
|
|
$ |
157.4 |
|
|
$ |
274.5 |
|
|
$ |
412.5 |
|
|
$ |
474.3 |
|
|
$ |
623.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 $63.5 million
issued under the credit facility. |
Off-Balance Sheet Arrangements
In the ordinary course of business, we have issued guarantees
and have extended standby letters of credit through financial
intermediaries on behalf of certain portfolio companies. We have
generally issued guarantees of debt, rental and lease
obligations. Under these arrangements, we would be required to
make payments to third-party beneficiaries if the portfolio
companies were to default on their related payment obligations.
The following table shows our guarantees and standby letters of
credit that may have the effect of creating, increasing, or
accelerating our liabilities as of September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Commitment Expiration Per Year | |
|
|
|
|
| |
|
|
|
|
|
|
After | |
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
2011 | |
($ 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
commitments(2)
|
|
$ |
327.4 |
|
|
$ |
3.0 |
|
|
$ |
66.5 |
|
|
$ |
251.5 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
2.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. 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
S-49
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.
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.
S-50
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
S-51
yield over the remaining life of the preferred shares/income
notes from the date the estimated yield was changed. CDO and CLO
bonds have stated interest rates.
Net Realized Gains or Losses and Net Change in Unrealized
Appreciation or Depreciation. Realized gains or losses
are measured by the difference between the net proceeds from the
repayment or sale and the cost basis of the investment without
regard to unrealized appreciation or depreciation previously
recognized, and include investments charged off during the
period, net of recoveries. Net change in unrealized appreciation
or depreciation primarily reflects the change in portfolio
investment values during the reporting period, including the
reversal of previously recorded unrealized appreciation or
depreciation when gains or losses are realized. Net change in
unrealized appreciation or depreciation also reflects the change
in the value of U.S. Treasury bills and deposits of proceeds
from sales of borrowed Treasury securities, and depreciation on
accrued interest and dividends receivable and other assets where
collection is doubtful.
Fee Income. Fee income includes fees for loan
prepayment premiums, guarantees, commitments, and services
rendered by us to portfolio companies and other third parties
such as diligence, structuring, transaction services, management
and consulting services, and other services. Loan prepayment
premiums are recognized at the time of prepayment. Guaranty and
commitment fees are generally recognized as income over the
related period of the guaranty or commitment, respectively.
Diligence, structuring, and transaction services fees are
generally recognized as income when services are rendered or
when the related transactions are completed. Management,
consulting and other services fees are generally recognized as
income as the services are rendered.
Federal and State Income Taxes and Excise Tax. We
intend to comply with the requirements of the Internal Revenue
Code (Code) that are applicable to regulated investment
companies (RIC) and real estate investment trusts (REIT). We and
any of our subsidiaries that qualify as a RIC or a REIT intend
to distribute 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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our business activities contain elements of risk. We consider
the principal types of market risk to be fluctuations in
interest rates. We consider the management of risk
S-52
essential to conducting our businesses. Accordingly, our risk
management systems and procedures are designed to identify and
analyze our risks, to set appropriate policies and limits and to
continually monitor these risks and limits by means of reliable
administrative and information systems and other policies and
programs.
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.
In addition, we may have risk regarding portfolio valuation. See
Results of Operations Change in
Unrealized Appreciation or Depreciation above for more
discussion on portfolio valuation.
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.
S-53
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
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.
S-54
INTERIM CONSOLIDATED 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.
S-55
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.
S-56
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.
S-57
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.
S-58
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
(16.5%, Due 12/05
12/07)(6) |
|
$ |
27,055 |
|
|
$ |
26,987 |
|
|
$ |
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Financial Services)
|
|
(18.0%, Due 10/08) |
|
|
6,575 |
|
|
|
6,575 |
|
|
|
6,575 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
(16.6%, Due 2/13) |
|
|
40,602 |
|
|
|
40,452 |
|
|
|
40,452 |
|
|
|
Common Stock (37,200,551 shares) |
|
|
|
|
|
|
33,321 |
|
|
|
41,034 |
|
|
Direct Capital Corporation
|
|
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Financial Services)
|
|
(16.0%, Due 3/13) |
|
|
37,676 |
|
|
|
37,515 |
|
|
|
37,515 |
|
|
|
Common Stock (2,097,234 shares) |
|
|
|
|
|
|
19,250 |
|
|
|
6,923 |
|
|
Financial Pacific Company
|
|
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Financial Services)
|
|
(17.4%, Due 2/12 8/12) |
|
|
72,668 |
|
|
|
72,475 |
|
|
|
72,475 |
|
|
|
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.
S-59
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
(10.7%, Due 9/02
11/07)(6) |
|
$ |
15,957 |
|
|
$ |
15,957 |
|
|
$ |
7,576 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Retail)
|
|
(15.0%, Due 12/12) |
|
|
59,401 |
|
|
|
59,149 |
|
|
|
59,149 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
(15.0%, Due 9/12) |
|
|
44,257 |
|
|
|
44,129 |
|
|
|
44,804 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Industrial Products)
|
|
(15.5%, Due
3/08)(6) |
|
|
1,575 |
|
|
|
1,575 |
|
|
|
1,575 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
(8.0%, Due 3/07) |
|
|
748 |
|
|
|
748 |
|
|
|
748 |
|
|
|
Equity Interest |
|
|
|
|
|
|
1,809 |
|
|
|
1,585 |
|
|
MVL Group, Inc.
|
|
Senior Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
(12.0%, Due 6/09 7/09) |
|
|
30,674 |
|
|
|
30,633 |
|
|
|
30,633 |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
(18.0%, Due 7/14) |
|
|
19,433 |
|
|
|
19,342 |
|
|
|
19,342 |
|
|
|
Equity Interests |
|
|
|
|
|
|
18,767 |
|
|
|
19,602 |
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
(15.5%, Due 8/13) |
|
|
39,038 |
|
|
|
38,880 |
|
|
|
38,880 |
|
|
|
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.
S-60
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services) |
|
(13.5%,
Due 1/07)(6) |
|
|
541 |
|
|
|
541 |
|
|
|
544 |
|
|
Startec Equity, LLC
|
|
Equity Interests |
|
|
|
|
|
|
230 |
|
|
|
440 |
|
|
(Telecommunications)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sweet Traditions, Inc.
|
|
Senior Loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Retail) |
|
(9.0%, Due 9/08
8/11)(6) |
|
|
39,692 |
|
|
|
36,052 |
|
|
|
36,673 |
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Services/Consumer Products) |
|
(12.9%, Due 1/10 6/17) |
|
|
42,784 |
|
|
|
42,590 |
|
|
|
42,590 |
|
|
|
|
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.
S-61
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.
S-62
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
(12.3%, Due 2/14) |
|
|
41,325 |
|
|
|
39,685 |
|
|
|
39,685 |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(CDO/CLO) |
|
(23,600,000 shares,
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.
S-63
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.
(Education Services)
|
|
Subordinated Debt
(13.5%, Due 11/13) |
|
|
34,878 |
|
|
|
34,800 |
|
|
|
34,800 |
|
|
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.
(Industrial Products)
|
|
Subordinated Debt
(13.5%, Due 1/13) |
|
|
18,363 |
|
|
|
18,290 |
|
|
|
18,290 |
|
|
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.
(Business Services)
|
|
Subordinated Debt
(11.7%, Due 6/13) |
|
|
37,500 |
|
|
|
37,500 |
|
|
|
37,500 |
|
|
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.
(Consumer Services)
|
|
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 |
|
|
|
|
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.
(Business Services)
|
|
Subordinated Debt
(15.0%, Due 11/13) |
|
|
127,000 |
|
|
|
126,440 |
|
|
|
126,440 |
|
|
|
|
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.
S-64
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.
S-65
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.
(Business Services)
|
|
Unitranche Debt
(10.5%, Due 12/11) |
|
|
20,805 |
|
|
|
20,913 |
|
|
|
20,913 |
|
|
|
|
Convertible Subordinated Debt (9.8%, Due 12/15) |
|
|
13,242 |
|
|
|
13,304 |
|
|
|
14,959 |
|
|
Norwesco, Inc.
(Industrial Products)
|
|
Subordinated Debt
(12.6%, Due 1/12 7/12) |
|
|
82,812 |
|
|
|
82,546 |
|
|
|
82,546 |
|
|
|
|
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.
(Business Services)
|
|
Subordinated Debt
(17.0%, Due
1/11)(6) |
|
|
34,028 |
|
|
|
34,028 |
|
|
|
|
|
|
|
|
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.
S-66
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
(Industrial Products)
|
|
Unitranche Debt
(11.0%, Due 10/12) |
|
$ |
61,750 |
|
|
$ |
61,489 |
|
|
$ |
61,489 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
2,500 |
|
|
|
3,100 |
|
|
Pro Mach, Inc.
(Industrial Products)
|
|
Subordinated Debt
(13.0%, Due 6/12) |
|
|
14,525 |
|
|
|
14,466 |
|
|
|
14,466 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,600 |
|
|
Promo Works, LLC
(Business Services)
|
|
Unitranche Debt
(10.3%, Due 12/11) |
|
|
26,215 |
|
|
|
25,995 |
|
|
|
25,995 |
|
|
|
|
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
(Industrial Products)
|
|
Subordinated Debt
(15.5%, Due 9/11) |
|
|
5,000 |
|
|
|
4,980 |
|
|
|
4,980 |
|
|
|
|
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.
(Industrial Products)
|
|
Subordinated Debt
(11.0%, Due 1/13) |
|
|
30,386 |
|
|
|
30,268 |
|
|
|
30,268 |
|
|
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.
(Business Services)
|
|
Subordinated Debt
(12.0%, Due 12/09) |
|
|
9,136 |
|
|
|
8,668 |
|
|
|
8,668 |
|
|
TransAmerican Auto Parts, LLC
(Consumer Products)
|
|
Subordinated Debt
(14.0%, Due 11/12) |
|
|
23,955 |
|
|
|
23,746 |
|
|
|
23,746 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,198 |
|
|
|
1,016 |
|
|
Trover Solutions, Inc.
(Business Services)
|
|
Senior Loan
(11.3%, Due 5/12 11/12) |
|
|
77,000 |
|
|
|
76,725 |
|
|
|
76,725 |
|
|
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.
S-67
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
d/b/a Wear Me Apparel
|
|
Subordinated Debt
(13.6%, Due 4/13) |
|
$ |
125,000 |
|
|
|
123,971 |
|
|
|
123,971 |
|
|
(Consumer Products)
|
|
Subordinated Debt
(9.0%, Due
4/14)(6) |
|
|
13,033 |
|
|
|
13,033 |
|
|
|
13,033 |
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
(12.0%, Due 2/15) |
|
|
90,000 |
|
|
|
89,560 |
|
|
|
89,560 |
|
|
|
|
Common Stock
(7,500 shares) |
|
|
|
|
|
|
7,500 |
|
|
|
7,500 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
York Insurance Services Group, Inc.
(Business Services)
|
|
Subordinated Debt
(14.5%, Due 1/14) |
|
|
44,916 |
|
|
|
44,734 |
|
|
|
44,734 |
|
|
|
|
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.
S-68
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.
S-69
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:
S-70
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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 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.
S-71
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
|
|
|
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 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
S-72
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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.
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.
S-73
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
|
|
|
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.
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.
S-74
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
|
|
|
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:
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|
|
|
|
|
|
|
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|
|
|
|
|
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 |
|
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
S-75
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
to calculate the fair value of options granted during the three
and nine months ended September 30, 2007 and 2006:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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
S-76
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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).
|
|
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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.
S-77
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.
S-78
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:
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|
|
|
|
|
|
|
|
|
|
|
|
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
S-79
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
is only one factor in pricing the investment relative to the
Companys rights and priority in the portfolio
companys capital structure, and will vary depending on
many factors, including if the Company has received nominal cost
equity or other components of investment return, such as loan
origination fees or market discount. The stated interest rate
may include some component of contractual payment-in-kind
interest, which represents contractual interest accrued and
added to the loan balance that generally becomes due at maturity.
At 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
S-80
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 $3.0 million in the form of Class A equity
interests in BLX. The Company plans to purchase these interests
from him in conjunction with a restructuring of BLXs
operations. The purpose of these additional investments was to
fund payments to the SBA in the first quarter of 2007 discussed
below and to provide additional equity capital to BLX.
Total interest and related portfolio income earned from the
Companys investment in BLX for the three and nine months
ended September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ 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
S-81
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 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.
S-82
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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, 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
S-83
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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.
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
S-84
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 $51 million of
subordinated debt outstanding to Mercury at closing.
Mercury owned and operated fixed base operations generally under
long-term leases from local airport authorities, which consisted
of terminal and hangar complexes that serviced the needs of the
general aviation community. Mercury was headquartered in
Richmond Heights, OH.
Total interest and related portfolio income earned from the
Companys investment in Mercury for the three and nine
months ended September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ 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.
S-85
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 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
$162.6 million at value at December 31, 2006. This
investment was included in companies 5% to 25% owned in the
consolidated financial statements as the Company continues to
hold a seat on Advantages board of directors.
S-86
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Collateralized Loan Obligations (CLOs) and
Collateralized Debt Obligations (CDOs). At
September 30, 2007, and December 31, 2006, the Company
owned bonds and preferred shares/income notes in CLOs and a CDO
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ 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
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
S-87
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 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
S-88
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 |
|
|
|
|
|
|
|
|
S-89
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 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. |
S-90
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 $18.9 million,
respectively, were not accruing interest. Loans greater than
120 days delinquent generally do not accrue interest.
Equity interests consist primarily of equity securities issued
by privately owned companies that invest in single real estate
properties. These equity interests may be subject to certain
restrictions on their resale and are generally illiquid. Equity
interests generally do not produce a current return, but are
generally held in anticipation of investment appreciation and
ultimate realized gain on sale.
The property types and the geographic composition securing the
commercial mortgage loans and equity interests at value at
September 30, 2007, and December 31, 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
Property Type
|
|
|
|
|
|
|
|
|
Hospitality
|
|
|
44 |
% |
|
|
45 |
% |
Office
|
|
|
21 |
|
|
|
20 |
|
Retail
|
|
|
19 |
|
|
|
19 |
|
Recreation
|
|
|
14 |
|
|
|
1 |
|
Housing
|
|
|
|
|
|
|
13 |
|
Other
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
Southeast
|
|
|
36 |
% |
|
|
36 |
% |
Mid-Atlantic
|
|
|
31 |
|
|
|
35 |
|
Midwest
|
|
|
25 |
|
|
|
21 |
|
Northeast
|
|
|
8 |
|
|
|
8 |
|
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
S-91
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt
At September 30, 2007, and December 31, 2006, the
Company had the following debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Annual |
|
|
|
Annual |
|
|
Facility |
|
Amount |
|
Interest |
|
Facility |
|
Amount |
|
Interest |
|
|
Amount |
|
Drawn |
|
Cost(1) |
|
Amount |
|
Drawn |
|
Cost(1) |
($ 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 $15.2 million. The notes
have fixed interest rates and have substantially the same terms
as the Companys other unsecured notes. The Euro notes
require annual interest payments and the Sterling notes require
semi-annual interest payments until maturity. Simultaneous with
issuing the notes, the Company entered into a cross currency
swap with a financial institution which fixed the Companys
interest and principal payments in U.S. dollars for the
life of the debt.
S-92
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
Publicly Issued Unsecured Notes Payable. At
September 30, 2007, the Company had outstanding publicly
issued unsecured notes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Maturity Date | |
($ 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 |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
S-93
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
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.
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
S-94
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
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.
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.
S-95
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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.
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 |
|
S-96
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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 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
S-97
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
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 $33.9 million,
respectively. At September 30, 2007, and December 31,
2006, the DCP II held 1.3 million shares and
1.0 million shares, respectively, of the Companys
common stock.
The IPA expense for the three and nine months ended
September 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Nine | |
|
|
Months Ended | |
|
Months Ended | |
|
|
September 30, | |
|
September 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-98
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
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 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.
S-99
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9. Stock Option Plan, continued
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,
S-100
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
respectively, and $0.59, $0.60 and $0.61 per common share
for the first, second and third quarters of 2006, respectively.
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
S-101
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
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.
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.
S-102
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. |
S-103
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
S-104
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 13. Litigation, continued
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 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.
S-105
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
S-106
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.
S-107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
S-108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. |
S-109
NOTICE REGARDING INDEPENDENT PUBLIC ACCOUNTANTS
REVIEW REPORT
With respect to the unaudited interim financial information as
of September 30, 2007, and for the three-month and
nine-month periods ended September 30, 2007 and 2006,
included herein, KPMG LLP has reported that they applied limited
procedures in accordance with professional standards for a
review of such information. However, their separate report
included herein states that they did not audit and they do not
express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature
of the review procedures applied. The accountants are not
subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their report on the unaudited interim
financial information because that report is not a
report or a part of the registration
statement prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Securities Act of 1933.
S-110
PROSPECTUS
50,000,000 Shares
Common Stock
|
|
|
|
We may offer, from time to time, up to 50,000,000 shares of our
common stock in one or more offerings. |
|
|
|
The shares of common stock may be offered at prices and on terms
to be described in one or more supplements to this prospectus.
The offering price per share of our common stock less any
underwriting commissions or discounts will not be less than the
net asset value per share of our common stock at the time we
make the offering. |
|
|
|
We are an internally managed closed-end, non-diversified
management investment company that has elected to be regulated
as a business development company under the Investment Company
Act of 1940. |
|
|
|
Our investment objective is to achieve current income and
capital gains. We seek to achieve our investment objective by
investing in primarily private middle market companies in a
variety of industries. No assurances can be given that we will
continue to achieve our objective. |
|
|
|
Please read this prospectus and the accompanying prospectus
supplement, if any, before investing, and keep it for future
reference. The prospectus and the accompanying prospectus
supplement contain important information about us that a
prospective investor should know before investing in our common
stock. We file annual, quarterly and current reports, proxy
statements and other information with the Securities and
Exchange Commission. This information is available free of
charge by contacting us at 1919 Pennsylvania Avenue, N.W.,
Washington, DC, 20006 or by telephone at (202) 721-6100 or
on our website at www.alliedcapital.com. The SEC also maintains
a website at www.sec.gov that contains such information. |
|
|
|
Our common stock is traded on the New York Stock Exchange under
the symbol ALD. As of August 17, 2007, the last
reported sale price on the New York Stock Exchange for the
common stock was $29.58. |
|
|
|
You should review the information, including the risk of
leverage, set forth under Risk Factors on
page 10 of this prospectus before investing in our common
stock. |
|
|
|
|
|
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense. |
|
|
|
|
|
This prospectus may not be used to consummate sales of
shares of common stock unless accompanied by a prospectus
supplement. |
|
August 23, 2007
We have not authorized any dealer, salesman or other person
to give any information or to make any representation other than
those contained in this prospectus or any prospectus supplement,
if any, to this prospectus. You must not rely upon any
information or representation not contained in this prospectus
or any such supplements as if we had authorized it. This
prospectus and any such supplements do not constitute an offer
to sell or a solicitation of any offer to buy any security other
than the registered securities to which they relate, nor do they
constitute an offer to sell or a solicitation of an offer to buy
any securities in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such
jurisdiction. The information contained in this prospectus and
any such supplements is accurate as of the dates on their
covers; however, the prospectus and any supplements will be
updated to reflect any material changes.
TABLE OF CONTENTS
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Page | |
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Prospectus Summary
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1 |
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Fees and Expenses
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6 |
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Selected Condensed Consolidated Financial Data
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7 |
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Where You Can Find Additional Information
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9 |
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Risk Factors
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10 |
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Use of Proceeds
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20 |
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Price Range of Common Stock and Distributions
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21 |
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Managements Discussion and Analysis of Financial Condition
and Results of Operations
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22 |
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Senior Securities
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80 |
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Business
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83 |
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Portfolio Companies
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101 |
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Determination of Net Asset Value
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109 |
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Management
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113 |
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Portfolio Management
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121 |
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Compensation of Directors and Executive Officers
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124 |
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Control Persons and Principal Holders of Securities
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144 |
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Certain Relationships and Related Party Transactions
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146 |
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Tax Status
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147 |
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Certain Government Regulations
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153 |
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Stock Trading Plans and Ownership Guidelines
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157 |
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Dividend Reinvestment Plan
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157 |
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Description of Capital Stock
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159 |
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Description of Public Notes
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165 |
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Plan of Distribution
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168 |
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Legal Matters
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169 |
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Custodians, Transfer and Dividend Paying Agent and Registrar
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169 |
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Brokerage Allocation and Other Practices
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170 |
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Independent Registered Public Accounting Firm
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170 |
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Index to Consolidated Financial Statements
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F-1 |
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have
filed with the Securities and Exchange Commission using the
shelf registration process. Under the shelf
registration process, which constitutes a delayed offering in
reliance on Rule 415 under the Securities Act of 1933, as
amended, we may offer, from time to time, up to 50,000,000
shares of our common stock on the terms to be determined at the
time of the offering. Shares of our common stock may be offered
at prices and on terms described in one or more supplements to
this prospectus. This prospectus provides you with a general
description of the shares of our common stock that we may offer.
Each time we use this prospectus to offer shares of our common
stock, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. A
prospectus supplement may also add, update or change information
contained in this prospectus. Please carefully read this
prospectus and any such supplements together with the additional
information described under Where You Can Find Additional
Information in the Prospectus Summary and
Risk Factors sections before you make an investment
decision.
A prospectus supplement may also add to, update or change
information contained in this prospectus.
(i)
PROSPECTUS SUMMARY
The following summary contains basic information about this
offering. It may not contain all the information that is
important to an investor. For a more complete understanding of
this offering, we encourage you to read this entire prospectus
and the documents that are referred to in this prospectus,
together with any accompanying supplements.
In this prospectus or any accompanying prospectus supplement,
unless otherwise indicated, Allied Capital,
we, us or our refer to
Allied Capital Corporation and its subsidiaries.
BUSINESS (Page 83)
We are a business development company in the private equity
business and we are internally managed. We provide long-term
debt and equity capital to primarily private middle market
companies in a variety of industries. We have participated in
the private equity business since we were founded in 1958 and
have financed thousands of companies nationwide. Our investment
objective is to achieve current income and capital gains.
We believe the private equity capital markets are important to
the growth of small and middle market companies because such
companies often have difficulty accessing the public debt and
equity capital markets. We use the term middle market to include
companies with annual revenues typically between
$50 million and $500 million. We believe that we are
well positioned to be a source of capital for such companies.
We primarily invest in the American entrepreneurial economy. At
June 30, 2007, our private finance portfolio included
investments in 143 companies that generate aggregate annual
revenues of over $12 billion and employ more than 85,000
people.
We generally target companies in less cyclical industries with,
among other things, high returns on invested capital, management
teams with meaningful equity ownership, well-constructed balance
sheets, and the ability to generate free cash flow. As a private
equity investor, we spend significant time and effort
identifying, structuring, performing due diligence, monitoring,
developing, valuing, and ultimately exiting our investments.
Our investment activity is primarily 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). 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 debt, 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.
Our investments in the debt and equity of primarily private
middle market companies are generally long-term in nature and
are privately negotiated, and no readily available market exists
for them. This makes our investments highly illiquid and, as
result, we cannot readily trade them. When we make an
investment, we enter into a long-term arrangement where our
ultimate exit from that investment may be three to ten years in
the future.
1
The capital we provide is used by portfolio companies to fund
buyouts, acquisitions, growth, recapitalizations, note
purchases, or other types of financings.
Our investments are typically structured to provide recurring
cash flow in the form of interest income to us as the investor.
In addition to earning interest income, we may structure our
investments to generate income from management, consulting,
diligence, structuring, or other fees. We may also enhance our
total return from capital gains through equity features, such as
nominal cost warrants, or by investing in equity investments.
We provide managerial assistance to our portfolio companies,
including, but 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.
We have elected to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986,
otherwise referred to as the Code. Assuming that we qualify as a
regulated investment company, we generally will not be subject
to corporate level income taxation on income we timely
distribute to our stockholders as dividends. See Tax
Status. We pay regular quarterly dividends based upon an
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. Since 1963,
our portfolio has provided sufficient ordinary taxable income
and realized net capital gains to sustain or grow our dividends
over time.
We are a Maryland corporation and a closed-end, non-diversified
management investment company that has elected to be regulated
as a business development company under the Investment Company
Act of 1940, which we refer to as the 1940 Act.
As a business development company, we are required to meet
certain regulatory tests, the most significant relating to our
investments and borrowings. A business development company is
required to invest at least 70% of its assets in eligible
portfolio companies. A business development company must also
maintain a coverage ratio of assets to senior securities of at
least 200%. See Certain Government Regulations and
Risk Factors.
Our executive offices are located at 1919 Pennsylvania
Avenue, N.W., Washington, DC, 20006-3434 and our telephone
number is (202) 721-6100. In addition, we have regional
offices in New York, Chicago, and Los Angeles.
Our Internet website address is www.alliedcapital.com.
Information contained on our website is not incorporated by
reference into this prospectus and you should not consider
information contained on our website to be part of this
prospectus.
Our common stock is traded on the New York Stock Exchange
under the symbol ALD.
DETERMINATION OF
NET ASSET VALUE (Page 109)
Our portfolio investments are generally recorded at fair value
as determined in good faith by our Board of Directors in the
absence of readily available public market values.
Pursuant to the requirements of the 1940 Act, we value
substantially all of our portfolio investments at fair value as
determined in good faith by the Board of Directors on
2
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
portfolio investments pursuant to our valuation policy and
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. 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. 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.
We adjust the valuation of our portfolio quarterly to reflect
the change in the value of each investment in our portfolio. Any
changes in value are recorded in our statement of operations as
net change in unrealized appreciation or
depreciation.
PLAN OF DISTRIBUTION (Page 168)
We may offer, from time to time, up to 50,000,000 shares of our
common stock, on terms to be determined at the time of the
offering.
Shares of our common stock may be offered at prices and on terms
described in one or more supplements to this prospectus. The
offering price per share of our common stock less any
underwriting commission or discount will not be less than the
net asset value per share of our common stock at the time we
make the offering.
Our shares of common stock may be offered directly to one or
more purchasers, through agents designated from time to time by
us, or to or through underwriters or dealers. The supplement to
this prospectus relating to the offering will identify any
agents or underwriters involved in the sale of our shares of
common stock, and will set forth any applicable purchase price,
fee and commission or discount arrangement or the basis upon
which such amount may be calculated.
We may not sell shares of common stock pursuant to this
prospectus without delivering a prospectus supplement describing
the method and terms of the offering of such shares.
3
USE OF PROCEEDS (Page 20)
We intend to use the net proceeds from selling shares of common
stock for general corporate purposes, which includes investing
in debt or equity securities in primarily privately negotiated
transactions, repayment of indebtedness, acquisitions and other
general corporate purposes.
Any supplement to this prospectus relating to any offering of
common stock will more fully identify the use of the proceeds
from such offering.
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
(Page 21)
We intend to pay quarterly dividends to holders of our common
stock. The amount of our quarterly dividends is determined by
our Board of Directors on a quarterly basis.
DIVIDEND REINVESTMENT PLAN (Page 157)
We maintain an opt in dividend reinvestment plan for
our common shareholders. As a result, if our Board of Directors
declares a dividend, then our shareholders that have not
opted in to our dividend reinvestment plan will
receive cash dividends. New shareholders must notify our
transfer agent in writing if they wish to enroll in the dividend
reinvestment plan.
RISK FACTORS (Page 10)
Investment in shares of our common stock involves a number of
significant risks relating to our business and our investment
objective that you should consider before purchasing shares of
our common stock.
Our portfolio of investments is generally illiquid. Our
portfolio includes securities primarily issued by private
companies. These investments may involve a high degree of
business and financial risk; they are illiquid, and may not
produce current returns or capital gains. 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.
We may be required to liquidate some or all of our portfolio
investments to meet our debt service obligations or in the event
we are required to fulfill our obligations under agreements
pursuant to which we guarantee the repayment of indebtedness by
third parties.
An economic slowdown may affect the ability of a portfolio
company to engage in a liquidity event, which is a transaction
that involves the sale or recapitalization of all or part of a
portfolio company. These conditions could lead to financial
losses in our portfolio and a decrease in our revenues, net
income and assets. Numerous other 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.
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.
We may not borrow money unless we maintain asset coverage for
indebtedness of at least 200%, which may affect returns to
shareholders. We borrow funds to make
4
investments. As a result, we are exposed to the risks of
leverage, which may be considered a speculative investment
technique. Borrowings, also known as leverage, magnify the
potential for gain and loss on amounts invested and therefore
increase the risks associated with investing in our securities.
A large number of entities and individuals compete for the same
kind of investment opportunities as we do. Increased competition
would make it more difficult for us to purchase or originate
investments at attractive prices. As a result of this
competition, sometimes we may be precluded from making otherwise
attractive investments.
Our business of making private equity investments and
positioning them for liquidity events also may be affected by
current and future market conditions.
To maintain our status as a business development company, we
must 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.
We may not be able to pay dividends and failure to qualify as a
regulated investment company for tax purposes could have a
material adverse effect on the income available for debt service
or distributions to our shareholders, which may have a material
adverse effect on our total return to common shareholders, if
any.
Also, we are subject to certain risks associated with valuing
our portfolio, changing interest rates, accessing additional
capital, fluctuating financial results, operating in a regulated
environment, and certain conflicts of interest.
Our common stock price may be volatile due to market factors
that may be beyond our control.
CERTAIN ANTI-TAKEOVER PROVISIONS (Page 161)
Our charter and bylaws, as well as certain statutory and
regulatory requirements, contain certain provisions that may
have the effect of discouraging a third party from making an
acquisition proposal for Allied Capital. These anti-takeover
provisions may inhibit a change in control in circumstances that
could give the holders of our common stock the opportunity to
realize a premium over the market price for our common stock.
5
FEES AND EXPENSES
This table describes the various costs and expenses that an
investor in our shares of common stock will bear directly or
indirectly.
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Shareholder Transaction Expenses
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Sales load (as a percentage of offering
price)(1)
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% |
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Dividend reinvestment plan
fees(2)
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None |
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Annual Expenses (as a percentage of consolidated net assets
attributable to common
stock)(3)
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Operating
expenses(4)
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5.97% |
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Interest payments on borrowed
funds(5)
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4.61% |
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Acquired fund fees and
expenses(6)
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% |
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Total annual
expenses(7)(8)
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10.58% |
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Example
The following example, required by the SEC, demonstrates the
projected dollar amount of total cumulative expenses that would
be incurred over various periods with respect to a hypothetical
investment in us. In calculating the following expense amounts,
we assumed we would have no additional leverage and that our
operating expenses would remain at the levels set forth in the
table above. In the event that shares to which this prospectus
relates are sold to or through underwriters, a corresponding
prospectus supplement will restate this example to reflect the
applicable sales load.
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1 Year | |
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3 Years | |
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5 Years | |
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10 Years | |
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You would pay the following expenses on a $1,000 investment,
assuming a 5.0% annual return
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$ |
105 |
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$ |
311 |
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$ |
512 |
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$ |
993 |
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Although the example assumes (as required by the SEC) a 5.0%
annual return, our performance will vary and may result in a
return of greater or less than 5.0%. In addition, while the
example assumes reinvestment of all dividends and distributions
at net asset value, participants in the dividend reinvestment
plan may receive shares of common stock that we issue at or
above net asset value or are purchased by the administrator of
the dividend reinvestment plan, at the market price in effect at
the time, which may be higher than, at, or below net asset value.
The example should not be considered a representation of
future expenses, and the actual expenses may be greater or less
than those shown.
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(1) |
In the event that the shares of common stock to which this
prospectus relates are sold to or through underwriters, a
corresponding prospectus supplement will disclose the applicable
sales load. |
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(2) |
The expenses of our dividend reinvestment plan are included in
Operating expenses. We do not have a stock purchase
plan. The participants in the dividend reinvestment plan will
bear a pro rata share of brokerage commissions incurred with
respect to open market purchases or sales, if any. See
Dividend Reinvestment Plan. |
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(3) |
Consolidated net assets attributable to common stock
equals net assets (i.e., total consolidated assets less
total consolidated liabilities), which at June 30, 2007, was
$3.0 billion. |
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(4) |
Operating expenses represent our estimated operating
expenses for the year ending December 31, 2007, excluding
interest on indebtedness. This percentage for the year ended
December 31, 2006, was 5.19%. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations, Management and Compensation
of Executive Officers and Directors. |
|
(5) |
The Interest payments on borrowed funds represents
our estimated interest expense for the year ending
December 31, 2007, including estimated interest related to
usage under our revolving line of credit and new debt issuances
that we anticipate during the remainder of 2007. We had
outstanding borrowings of $1.9 billion at June 30,
2007. See Risk Factors. This percentage for the year
ended December 31, 2006, was 3.54%. |
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(6) |
See our Consolidated Statement of Investments as of
June 30, 2007, on
pages F-75 through
F-85 for our
investments in funds. |
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(7) |
Total annual expenses as a percentage of
consolidated net assets attributable to common stock are higher
than the total annual expenses percentage would be for a company
that is not leveraged. We borrow money to leverage our net
assets and increase our total assets. The SEC requires that
Total annual expenses percentage be calculated as
a percentage of net assets, rather than the total
assets, including assets that have been funded with borrowed
monies. If the Total annual expenses percentage were
calculated instead as a percentage of consolidated total assets,
our Total annual expenses would be 6.27% of
consolidated total assets. |
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(8) |
The holders of shares of our common stock (and not the holders
of our debt securities or preferred stock, if any) indirectly
bear the cost associated with our annual expenses. |
6
SELECTED CONDENSED CONSOLIDATED FINANCIAL DATA
You should read the condensed consolidated financial information
below with the Consolidated Financial Statements and Notes
thereto included herein. Financial information at and for the
years ended December 31, 2006, 2005, 2004, 2003, and 2002,
has been derived from our financial statements that were audited
by KPMG LLP. Quarterly financial information is derived from
unaudited financial data, but in the opinion of management,
reflects all adjustments (consisting only of normal recurring
adjustments) which are necessary to present fairly the results
for such interim periods. Interim results at and for the six
months ended June 30, 2007, are not necessarily indicative
of the results that may be expected for the year ending
December 31, 2007. See Managements
Discussion and Analysis of Financial Condition and Results of
Operations and Senior Securities below for
more information.
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At and for the | |
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Six Months | |
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Ended June 30, | |
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At and for the Year Ended December 31, | |
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| |
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(in thousands, |
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
except per share data) |
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| |
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| |
|
| |
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| |
|
| |
|
| |
|
|
(unaudited) | |
|
|
|
|
|
|
|
|
|
|
Operating Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and related portfolio income:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest and dividends
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|
$ |
204,797 |
|
|
$ |
184,314 |
|
|
$ |
386,427 |
|
|
$ |
317,153 |
|
|
$ |
319,642 |
|
|
$ |
290,719 |
|
|
$ |
264,042 |
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|
Fees and other income
|
|
|
20,831 |
|
|
|
37,153 |
|
|
|
66,131 |
|
|
|
56,999 |
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|
|
47,448 |
|
|
|
38,510 |
|
|
|
45,886 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total interest and related portfolio income
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|
|
225,628 |
|
|
|
221,467 |
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|
|
452,558 |
|
|
|
374,152 |
|
|
|
367,090 |
|
|
|
329,229 |
|
|
|
309,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Interest
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|
64,624 |
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|
|
46,346 |
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|
|
100,600 |
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|
77,352 |
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|
|
75,650 |
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|
|
77,233 |
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70,443 |
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|
Employee
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|
|
50,539 |
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|
|
41,826 |
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|
|
92,902 |
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|
78,300 |
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53,739 |
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|
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36,945 |
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|
|
33,126 |
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Employee stock
options(1)
|
|
|
13,180 |
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|
|
8,203 |
|
|
|
15,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
|
27,729 |
|
|
|
21,195 |
|
|
|
39,005 |
|
|
|
69,713 |
|
|
|
34,686 |
|
|
|
22,387 |
|
|
|
21,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
156,072 |
|
|
|
117,570 |
|
|
|
248,106 |
|
|
|
225,365 |
|
|
|
164,075 |
|
|
|
136,565 |
|
|
|
125,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
69,556 |
|
|
|
103,897 |
|
|
|
204,452 |
|
|
|
148,787 |
|
|
|
203,015 |
|
|
|
192,664 |
|
|
|
184,855 |
|
|
Income tax expense (benefit), including excise tax
|
|
|
4,881 |
|
|
|
12,402 |
|
|
|
15,221 |
|
|
|
11,561 |
|
|
|
2,057 |
|
|
|
(2,466 |
) |
|
|
930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
64,675 |
|
|
|
91,495 |
|
|
|
189,231 |
|
|
|
137,226 |
|
|
|
200,958 |
|
|
|
195,130 |
|
|
|
183,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized and unrealized gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
|
102,545 |
|
|
|
533,075 |
|
|
|
533,301 |
|
|
|
273,496 |
|
|
|
117,240 |
|
|
|
75,347 |
|
|
|
44,937 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
55,024 |
|
|
|
(491,254 |
) |
|
|
(477,409 |
) |
|
|
462,092 |
|
|
|
(68,712 |
) |
|
|
(78,466 |
) |
|
|
(571 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains (losses)
|
|
|
157,569 |
|
|
|
41,821 |
|
|
|
55,892 |
|
|
|
735,588 |
|
|
|
48,528 |
|
|
|
(3,119 |
) |
|
|
44,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
222,244 |
|
|
$ |
133,316 |
|
|
$ |
245,123 |
|
|
$ |
872,814 |
|
|
$ |
249,486 |
|
|
$ |
192,011 |
|
|
$ |
228,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
1.44 |
|
|
$ |
0.94 |
|
|
$ |
1.68 |
|
|
$ |
6.36 |
|
|
$ |
1.88 |
|
|
$ |
1.62 |
|
|
$ |
2.20 |
|
Net investment income plus net realized gains per
share(2)
|
|
$ |
1.08 |
|
|
$ |
4.38 |
|
|
$ |
4.96 |
|
|
$ |
2.99 |
|
|
$ |
2.40 |
|
|
$ |
2.28 |
|
|
$ |
2.21 |
|
Dividends per common
share(2)
|
|
$ |
1.27 |
|
|
$ |
1.19 |
|
|
$ |
2.47 |
|
|
$ |
2.33 |
|
|
$ |
2.30 |
|
|
$ |
2.28 |
|
|
$ |
2.23 |
|
Weighted average common shares outstanding diluted
|
|
|
154,446 |
|
|
|
142,466 |
|
|
|
145,599 |
|
|
|
137,274 |
|
|
|
132,458 |
|
|
|
118,351 |
|
|
|
103,574 |
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
|
|
|
|
|
|
|
|
|
|
|
Six Months | |
|
|
|
|
Ended June 30, | |
|
At and for the Year Ended December 31, | |
|
|
| |
|
| |
(in thousands, |
|
2007 | |
|
2006 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
except per share data) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(unaudited) | |
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio at value
|
|
$ |
4,471,060 |
|
|
$ |
4,496,084 |
|
|
$ |
3,606,355 |
|
|
$ |
3,013,411 |
|
|
$ |
2,584,599 |
|
|
$ |
2,488,167 |
|
Total assets
|
|
|
5,045,488 |
|
|
|
4,887,505 |
|
|
|
4,025,880 |
|
|
|
3,260,998 |
|
|
|
3,019,870 |
|
|
|
2,794,319 |
|
Total debt
outstanding(3)
|
|
|
1,921,815 |
|
|
|
1,899,144 |
|
|
|
1,284,790 |
|
|
|
1,176,568 |
|
|
|
954,200 |
|
|
|
998,450 |
|
Undistributed (distributions in excess of) earnings
|
|
|
476,015 |
|
|
|
502,163 |
|
|
|
112,252 |
|
|
|
12,084 |
|
|
|
(13,401 |
) |
|
|
(15,830 |
) |
Shareholders equity
|
|
|
2,991,134 |
|
|
|
2,841,244 |
|
|
|
2,620,546 |
|
|
|
1,979,778 |
|
|
|
1,914,577 |
|
|
|
1,546,071 |
|
Shareholders equity per common share (net asset
value)(4)
|
|
$ |
19.59 |
|
|
$ |
19.12 |
|
|
$ |
19.17 |
|
|
$ |
14.87 |
|
|
$ |
14.94 |
|
|
$ |
14.22 |
|
Common shares outstanding at end of period
|
|
|
152,652 |
|
|
|
148,575 |
|
|
|
136,697 |
|
|
|
133,099 |
|
|
|
128,118 |
|
|
|
108,698 |
|
Asset coverage
ratio(5)
|
|
|
256% |
|
|
|
250 |
% |
|
|
309 |
% |
|
|
280 |
% |
|
|
322 |
% |
|
|
270 |
% |
Debt to equity ratio
|
|
|
0.64 |
|
|
|
0.67 |
|
|
|
0.49 |
|
|
|
0.59 |
|
|
|
0.50 |
|
|
|
0.65 |
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funded
|
|
$ |
659,141 |
|
|
$ |
2,437,828 |
|
|
$ |
1,675,773 |
|
|
$ |
1,524,523 |
|
|
$ |
931,450 |
|
|
$ |
506,376 |
|
Principal collections related to investment repayments or sales
|
|
|
735,441 |
|
|
|
1,055,347 |
|
|
|
1,503,388 |
|
|
|
909,189 |
|
|
|
788,328 |
|
|
|
356,641 |
|
Realized gains
|
|
|
120,602 |
|
|
|
557,470 |
|
|
|
343,061 |
|
|
|
267,702 |
|
|
|
94,305 |
|
|
|
95,562 |
|
Realized losses
|
|
|
(18,057 |
) |
|
|
(24,169 |
) |
|
|
(69,565 |
) |
|
|
(150,462 |
) |
|
|
(18,958 |
) |
|
|
(50,625 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
(in thousands, |
|
Qtr 2 | |
|
Qtr 1 | |
|
Qtr 4 | |
|
Qtr 3 | |
|
Qtr 2 | |
|
Qtr 1 | |
|
Qtr 4 | |
|
Qtr 3 | |
|
Qtr 2 | |
|
Qtr 1 | |
except per share data) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Quarterly Data (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
117,676 |
|
|
$ |
107,952 |
|
|
$ |
117,708 |
|
|
$ |
113,383 |
|
|
$ |
110,456 |
|
|
$ |
111,011 |
|
|
$ |
98,169 |
|
|
$ |
94,857 |
|
|
$ |
86,207 |
|
|
$ |
94,919 |
|
Net investment income
|
|
|
25,175 |
|
|
|
39,500 |
|
|
|
49,078 |
|
|
|
48,658 |
|
|
|
50,195 |
|
|
|
41,300 |
|
|
|
37,073 |
|
|
|
46,134 |
|
|
|
15,267 |
|
|
|
38,752 |
|
Net increase in net assets resulting from operations
|
|
|
89,158 |
|
|
|
133,086 |
|
|
|
33,921 |
|
|
|
77,886 |
|
|
|
33,729 |
|
|
|
99,587 |
|
|
|
328,140 |
|
|
|
113,168 |
|
|
|
311,885 |
|
|
|
119,621 |
|
Diluted earnings per common share
|
|
|
0.57 |
|
|
|
0.87 |
|
|
|
0.23 |
|
|
|
0.53 |
|
|
|
0.24 |
|
|
|
0.70 |
|
|
|
2.36 |
|
|
|
0.82 |
|
|
|
2.29 |
|
|
|
0.88 |
|
Dividends declared per common share
(6)
|
|
|
0.64 |
|
|
|
0.63 |
|
|
|
0.67 |
|
|
|
0.61 |
|
|
|
0.60 |
|
|
|
0.59 |
|
|
|
0.61 |
|
|
|
0.58 |
|
|
|
0.57 |
|
|
|
0.57 |
|
Net asset value per common
share(4)
|
|
|
19.59 |
|
|
|
19.58 |
|
|
|
19.12 |
|
|
|
19.38 |
|
|
|
19.17 |
|
|
|
19.50 |
|
|
|
19.17 |
|
|
|
17.37 |
|
|
|
17.01 |
|
|
|
15.22 |
|
|
|
(1) |
Effective January 1, 2006, we adopted the provisions of
Statement No. 123 (Revised 2004), Share-Based
Payment. See Managements Discussion and Analysis
of Financial Condition and Results of Operations below. |
(2) |
Dividends are based on taxable income, which differs from income
for financial reporting purposes. Net investment income and net
realized gains are the most significant components of our annual
taxable income from which dividends are paid. At
December 31, 2006, we had estimated excess taxable income
of $397.1 million carried over for distribution to
shareholders in 2007. See Managements Discussion and
Analysis of Financial Condition and Results of Operations
and Dividends and Distributions below. |
(3) |
See Senior Securities and Managements
Discussion and Analysis of Financial Condition and Results of
Operations for more information regarding our level of
indebtedness. |
(4) |
We determine net asset value per common share as of the last day
of the period presented. The net asset values shown are based on
outstanding shares at the end of each period presented. |
(5) |
As a business development company, we are generally required to
maintain a minimum ratio of 200% of total assets to total
borrowings. |
(6) |
Dividends declared per common share for the fourth quarter of
2006 included the regular quarterly dividend of $0.62 per common
share and an extra dividend of $0.05 per common share. Dividends
declared per common share for the fourth quarter of 2005
included the regular quarterly dividend of $0.58 per common
share and an extra dividend of $0.03 per common share. |
8
WHERE YOU CAN FIND
ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form N-2
together with all amendments and related exhibits under the
Securities Act of 1933. The registration statement contains
additional information about us and the securities being offered
by this prospectus.
We file annual, quarterly and current reports, proxy statements
and other information with the SEC under the Securities Exchange
Act of 1934. You can inspect any materials we file with the SEC,
without charge, at the SECs Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at
1-800-SEC-0330 for
further information on the Public Reference Room. The
information we file with the SEC is available free of charge by
contacting us at 1919 Pennsylvania Avenue, N.W., Washington, DC,
20006-3434, or by
telephone at
(202) 721-6100 or
on our website at www.alliedcapital.com. The SEC also maintains
a website that contains reports, proxy statements and other
information regarding registrants, including us, that file such
information electronically with the SEC. The address of the
SECs website is www.sec.gov. Information contained
on our website or on the SECs website about us is not
incorporated into this prospectus and you should not consider
information contained on our website or on the SECs
website to be part of this prospectus.
9
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 June 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 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
10
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 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,
11
our portfolio companies may have, or may be permitted to incur,
other debt that ranks senior to or equally with our securities.
This means that payments on such senior-ranking securities may
have to be made before we receive any payments on our
subordinated loans or debt securities. Deterioration in a
borrowers financial condition and prospects may be
accompanied by deterioration in any related collateral and may
have a negative effect on our financial results.
Our private finance investments may not produce current
returns or capital gains. Our private finance investments
are typically structured as unsecured debt securities with a
relatively high fixed rate of interest and with equity features
such as conversion rights, warrants, or options, or as buyouts
of companies where we invest in debt and equity securities. As a
result, our private finance investments are generally structured
to generate interest income from the time they are made and may
also produce a realized gain from an accompanying equity
feature. We cannot be sure that our portfolio will generate a
current return or capital gains.
Our financial results could be negatively affected if a
significant portfolio investment fails to perform as
expected. Our total investment in companies may be
significant individually or in the aggregate. As a result, if a
significant investment in one or more companies fails to perform
as expected, our financial results could be more negatively
affected and the magnitude of the loss could be more significant
than if we had made smaller investments in more companies. At
June 30, 2007, our largest investments at value were in
Mercury Air Centers, Inc. and Business Loan Express, LLC (BLX),
which represented 6.3% and 4.4% of our total assets,
respectively, and 1.9% and 1.2% of our total interest and
related portfolio income, respectively, for the six months ended
June 30, 2007.
BLX is a national, non-bank lender that participates in the
Small Business Administrations (SBA) 7(a) Guaranteed Loan
Program and is licensed by the SBA as a Small Business Lending
Company (SBLC). The Office of the Inspector General of the SBA
(OIG) and the United States Secret Service are conducting an
ongoing investigation of allegedly fraudulently obtained
SBA-guaranteed loans issued by BLX. The OIG and the U.S.
Department of Justice are also conducting a civil investigation
of BLXs lending practices in various jurisdictions. 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 are ongoing.
As an SBA lender, BLX is also subject to other SBA and OIG
audits, investigations, and reviews. These investigations,
audits and reviews, changes in the laws or regulations that
govern SBLCs or the SBA 7(a) Guaranteed Loan Program, or
changes in government funding for this program could have a
material adverse impact on BLX and, as a result, could
negatively affect our financial results.
The current market conditions for small business loans remain
very competitive, and as a result, BLX continues to experience
high loan prepayments in its securitized loan portfolio. This
competitive environment combined with BLXs liquidity
constraints has restrained BLXs ability to grow its loan
origination volume. Due to the changes in BLXs operations,
the status of its current financing facilities and the effect of
BLXs current regulatory issues, ongoing investigations and
litigation, we are in the process of working with BLX with
respect to various potential strategic alternatives including,
but not limited to, recapitalization, restructuring, joint
venture or sale or divestiture of BLX or some or all of its
assets. The ultimate resolution of these matters could have a
material adverse impact on BLXs financial condition, and,
as a result, our financial results could be negatively
12
affected. See Managements Discussion and Analysis of
Financial Condition and Results of
Operations Private Finance, 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 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 June 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 0.64 to 1.00. We may incur
additional debt in the future. If our portfolio of investments
fails to produce adequate returns, we may be unable to make
interest or principal payments on our indebtedness when they are
due. In order for us to cover annual interest payments on
indebtedness, we must have achieved annual returns on our assets
of at least 2.5% as of June 30, 2007, which returns were
achieved.
Illustration. The following table illustrates the effect
of leverage on returns from an investment in our common stock
assuming various annual returns, net of expenses. The
calculations in the table below are hypothetical and actual
returns may be higher or lower than those appearing below. The
calculation assumes (i) $5,045.5 million in total
assets, (ii) an average cost of funds of 6.6%,
(iii) $1,921.8 million in debt outstanding and
(iv) $2,991.1 million of shareholders equity.
Assumed Return on Our Portfolio
(net of expenses)
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-20% | |
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-10% | |
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-5% | |
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0% | |
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5% | |
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10% | |
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20% | |
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Corresponding return to shareholder
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-37.98% |
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-21.11% |
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-12.67% |
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-4.24% |
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4.19% |
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12.63% |
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29.50% |
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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
13
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
June 30, 2007, our asset coverage for senior indebtedness
was 256%.
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 June 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 1% over a one year horizon. Although management
believes that this measure is indicative of our sensitivity to
interest rate changes, it does not adjust for potential changes
in credit quality, size and composition of the assets on the
balance sheet and other business developments that could affect
net increase in net assets resulting from operations, or net
income. Accordingly, no assurances can be given that actual
results would not differ materially from the potential outcome
simulated by this estimate.
We will continue to need additional capital to grow because
we must distribute our income. We will continue to need
capital to fund growth in our investments. Historically, we have
borrowed from financial institutions or other investors and have
issued 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
14
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.
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
15
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. See Certain Government
Regulations. Therefore, we may be precluded from investing
in what we believe are attractive investments if such
investments are not qualifying assets for purposes of the 1940
Act. If we do not invest a sufficient portion of our assets in
qualifying assets, we could lose our status as a business
development company, which would have a material adverse effect
on our business, financial condition and results of operations.
Similarly, these rules could prevent us from making additional
investments in existing portfolio companies, which could result
in the dilution of our position, or could require us to dispose
of investments at inopportune times in order to comply with the
1940 Act. If we were forced to sell nonqualifying investments
16
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; |
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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; |
17
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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 also 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.
18
Disclosure Regarding Forward-Looking Statements
Information contained or incorporated by reference in this
prospectus, and any prospectus supplement accompanying this
prospectus contains
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 above in the Risk
Factors section. Other factors that could cause actual
results to differ materially include:
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changes in the economy; |
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risks associated with possible disruption in our operations due
to terrorism; |
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future changes in laws or regulations and conditions in our
operating areas; and |
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other risks and uncertainties as may be detailed from time to
time in our public announcements and SEC filings. |
The matters described in Risk Factors and certain
other factors noted throughout this prospectus, and any
prospectus supplement accompanying this prospectus and in any
exhibits to the registration statement of which this prospectus
is a part, constitute cautionary statements identifying
important factors with respect to any such
forward-looking
statements, including certain risks and uncertainties, that
could cause actual results to differ materially from those in
such forward-looking
statements.
Although we believe that the assumptions on which these
forward-looking statements are based are reasonable, any of
those assumptions could prove to be inaccurate, and as a result,
the forward-looking statements based on those assumptions also
could be incorrect. Important assumptions include our ability to
originate new investments, maintain certain margins and levels
of profitability, access the capital markets for debt and equity
capital, the ability to meet regulatory requirements and the
ability to maintain certain debt to asset ratios. In light of
these and other uncertainties, the inclusion of a projection or
forward-looking statement in this prospectus and any prospectus
supplement accompanying this prospectus should not be regarded
as a representation by us that our plans and objectives will be
achieved. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of
this prospectus and the date on the cover of any such
supplements with respect to such supplements. The
forward-looking statements contained in this prospectus and any
accompanying prospectus supplement are excluded from the safe
harbor protection provided by Section 27A of the Securities
Act of 1933.
19
USE OF PROCEEDS
We intend to use the net proceeds from selling shares of our
common stock for general corporate purposes, which may include
investing in debt or equity securities in primarily privately
negotiated transactions, repayment of indebtedness, acquisitions
and other general corporate purposes. Because our primary
business is to provide long-term debt and equity capital to
primarily middle-market companies, we are continuously
identifying, reviewing and, to the extent consistent with our
investment objective, funding new investments. As a result, we
typically raise capital as we deem appropriate to fund such new
investments. Any supplement to this prospectus relating to an
offering will more fully identify the use of the proceeds from
such offering.
We anticipate that substantially all of the net proceeds of any
offering of shares of our common stock will be used, as
described above or in any prospectus supplement accompanying
this prospectus, within six months, but in no event longer than
two years. Pending investment, we intend to invest the net
proceeds of any offering of shares of our common stock in time
deposits, income-producing securities with maturities of three
months or less that are issued or guaranteed by the federal
government or an agency of the federal government, high quality
debt securities maturing in one year or less from the time of
investment or other qualifying investments. Our ability to
achieve our investment objective may be limited to the extent
that the net proceeds of any offering, pending full investment,
are held in lower-yielding time deposits and other short-term
instruments.
20
PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS
Our common stock is traded on the New York Stock Exchange under
the symbol ALD. The following table lists the high
and low closing sales prices for our common stock, the closing
sales price as a percentage of net asset value (NAV) and
quarterly dividends per share. On August 17, 2007, the last
reported closing sale price of our common stock was
$29.58 per share.
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Closing Sales | |
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Premium | |
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Premium | |
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Price | |
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of High | |
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of Low | |
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Sales Price | |
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Sales Price | |
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Declared | |
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NAV(1) | |
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High | |
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Low | |
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to NAV(2) | |
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to NAV(2) | |
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Dividends | |
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Year ended December 31, 2005
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First Quarter
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$ |
15.22 |
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$ |
27.84 |
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$ |
24.89 |
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183 |
% |
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164 |
% |
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$ |
0.57 |
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Second Quarter
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$ |
17.01 |
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$ |
29.29 |
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$ |
25.83 |
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172 |
% |
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152 |
% |
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$ |
0.57 |
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Third Quarter
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$ |
17.37 |
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$ |
29.17 |
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$ |
26.92 |
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168 |
% |
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|
155 |
% |
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$ |
0.58 |
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Fourth Quarter
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$ |
19.17 |
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$ |
30.80 |
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$ |
26.11 |
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161 |
% |
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136 |
% |
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$ |
0.58 |
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Extra Dividend
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$ |
0.03 |
|
Year ended December 31, 2006
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First Quarter
|
|
$ |
19.50 |
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|
$ |
30.68 |
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$ |
28.51 |
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|
|
157 |
% |
|
|
146 |
% |
|
$ |
0.59 |
|
|
Second Quarter
|
|
$ |
19.17 |
|
|
$ |
31.32 |
|
|
$ |
28.77 |
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|
|
163 |
% |
|
|
150 |
% |
|
$ |
0.60 |
|
|
Third Quarter
|
|
$ |
19.38 |
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|
$ |
30.88 |
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$ |
27.30 |
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|
|
159 |
% |
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|
141 |
% |
|
$ |
0.61 |
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Fourth Quarter
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$ |
19.12 |
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$ |
32.70 |
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$ |
29.99 |
|
|
|
171 |
% |
|
|
157 |
% |
|
$ |
0.62 |
|
|
Extra Dividend
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.05 |
|
Year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
19.58 |
|
|
$ |
32.98 |
|
|
$ |
28.05 |
|
|
|
168 |
% |
|
|
143 |
% |
|
$ |
0.63 |
|
|
Second Quarter
|
|
$ |
19.59 |
|
|
$ |
32.96 |
|
|
$ |
28.90 |
|
|
|
168 |
% |
|
|
148 |
% |
|
$ |
0.64 |
|
|
Third Quarter (through August 17, 2007)
|
|
|
* |
|
|
$ |
32.87 |
|
|
$ |
27.10 |
|
|
|
* |
|
|
|
* |
|
|
$ |
0.65 |
(3) |
|
Fourth Quarter
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
|
* |
|
|
$ |
0.65 |
(3) |
|
|
(1) |
Net asset value per share is determined as of the last day in
the relevant quarter and therefore may not reflect the net asset
value per share on the date of the high and low sales prices.
The net asset values shown are based on outstanding shares at
the end of each period. |
|
(2) |
Calculated as the respective high or low closing sales price
divided by NAV. |
|
(3) |
On July 27, 2007, our Board of Directors declared a
$0.65 per share dividend for both the third and fourth
quarters of 2007. See Managements Discussion and
Analysis and Results of Operations Dividends and
Distributions below. |
|
|
* |
Not determinable at the time of filing. |
Our common stock continues to trade in excess of net asset
value. There can be no assurance, however, that our shares will
continue to trade at a premium to our net asset value.
We intend to pay quarterly dividends to shareholders of our
common stock. The amount of our quarterly dividends is
determined by our Board of Directors. Our Board of Directors has
established a dividend policy to review the dividend rate
quarterly, and may adjust the quarterly dividend rate throughout
the year. See Managements Discussion and Analysis of
Financial Condition and Results of Operations
Dividends and Distributions and Tax Status.
There can be no assurance that we will achieve investment
results or maintain a tax status that will permit any particular
level of dividend payment. Certain of our credit facilities
limit our ability to declare dividends if we default under
certain provisions.
We maintain an opt in dividend reinvestment plan for
our common shareholders. As a result, if our Board of Directors
declares a dividend, then our shareholders will receive cash
dividends, unless they specifically opt in to the
dividend reinvestment plan to reinvest their dividends and
receive additional shares of common stock. See Dividend
Reinvestment Plan.
21
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this section should be read in
conjunction with our Consolidated Financial Statements and the
Notes thereto. In addition, this prospectus 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 in Risk
Factors above. Other factors that could cause actual
results to differ materially include:
|
|
|
|
|
changes in the economy; |
|
|
|
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 this 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.
22
Our portfolio composition at June 30, 2007 and 2006, and at
December 31, 2006, 2005, and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Private finance
|
|
|
97 |
% |
|
|
96 |
% |
|
|
97 |
% |
|
|
96 |
% |
|
|
76 |
% |
Commercial real estate
finance(1)
|
|
|
3 |
% |
|
|
4 |
% |
|
|
3 |
% |
|
|
4 |
% |
|
|
24 |
% |
|
|
(1) |
On May 3, 2005, we completed the sale of our portfolio of
non-investment grade commercial mortgage-backed securities and
real estate related collateralized debt obligation bonds and
preferred shares investments. Upon the completion of this
transaction, our lending and investment activity has been
focused primarily on private finance investments. |
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.
23
PORTFOLIO AND INVESTMENT ACTIVITY
The total portfolio at value, investment activity, and the yield
on interest-bearing investments at and for the six months ended
June 30, 2007 and 2006, and at and for the years ended
December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
|
|
|
Six Months Ended | |
|
At and for the | |
|
|
June 30, | |
|
Years Ended December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value
|
|
$ |
4,471.1 |
|
|
$ |
3,593.5 |
|
|
$ |
4,496.1 |
|
|
$ |
3,606.4 |
|
|
$ |
3,013.4 |
|
Investments
funded(1)
|
|
$ |
659.1 |
|
|
$ |
1,251.2 |
|
|
$ |
2,437.8 |
|
|
$ |
1,675.8 |
|
|
$ |
1,524.5 |
|
Change in accrued or reinvested interest and
dividends(2)
|
|
$ |
17.7 |
|
|
$ |
(9.1 |
) |
|
$ |
11.3 |
|
|
$ |
6.6 |
|
|
$ |
52.2 |
|
Principal collections related to investment repayments
or sales(3)
|
|
$ |
735.4 |
|
|
$ |
769.6 |
|
|
$ |
1,055.3 |
|
|
$ |
1,503.4 |
|
|
$ |
909.2 |
|
Yield on interest-bearing
investments(4)
|
|
|
11.6 |
% |
|
|
12.6 |
% |
|
|
11.8 |
% |
|
|
12.8 |
% |
|
|
14.0 |
% |
|
|
(1) |
Investments funded included investments acquired through the
issuance of our common stock as consideration totaling
$7.2 million and $3.2 million, respectively, for the
years ended December 31, 2005 and 2004. See also
Private Finance below. |
|
(2) |
Includes changes in accrued or reinvested interest related to
our investments in money market securities of $4.7 million
and $1.7 million, respectively, for the six months ended
June 30, 2007 and 2006, and $3.1 million for the year
ended December 31, 2006. |
|
(3) |
Principal collections related to investment repayments or sales
for the six months ended June 30, 2007, included
collections of $182.4 million related to the sale of loans
to the Allied Capital Senior Debt Fund, L.P. in the second
quarter of 2007. See discussion below. |
|
(4) |
The weighted average yield on interest-bearing investments is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total interest-bearing investments at value. The
weighted average yield is computed as of the balance sheet date. |
24
Private Finance
The private finance portfolio at value, investment activity, and
the yield on loans and debt securities at and for the six months
ended June 30, 2007 and 2006, and at and for the years
ended December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
At and for the | |
|
|
Six Months Ended June 30, | |
|
Years Ended December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield(2) | |
|
Value | |
|
Yield(2) | |
|
Value | |
|
Yield(2) | |
|
Value | |
|
Yield(2) | |
|
Value | |
|
Yield(2) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
409.8 |
|
|
|
8.3 |
% |
|
$ |
275.9 |
|
|
|
9.5 |
% |
|
$ |
405.2 |
|
|
|
8.4 |
% |
|
$ |
239.8 |
|
|
|
9.5 |
% |
|
$ |
234.6 |
|
|
|
8.5 |
% |
|
|
Unitranche debt
|
|
|
681.4 |
|
|
|
11.4 |
% |
|
|
515.0 |
|
|
|
10.7 |
% |
|
|
799.2 |
|
|
|
11.2 |
% |
|
|
294.2 |
|
|
|
11.4 |
% |
|
|
43.9 |
|
|
|
14.8 |
% |
|
|
Subordinated debt
|
|
|
1,892.2 |
|
|
|
12.5 |
% |
|
|
1,700.3 |
|
|
|
13.9 |
% |
|
|
1,980.8 |
|
|
|
12.9 |
% |
|
|
1,560.9 |
|
|
|
13.8 |
% |
|
|
1,324.4 |
|
|
|
14.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
2,983.4 |
|
|
|
11.7 |
% |
|
|
2,491.2 |
|
|
|
12.7 |
% |
|
|
3,185.2 |
|
|
|
11.9 |
% |
|
|
2,094.9 |
|
|
|
13.0 |
% |
|
|
1,602.9 |
|
|
|
13.9 |
% |
|
Equity securities
|
|
|
1,364.9 |
|
|
|
|
|
|
|
969.2 |
|
|
|
|
|
|
|
1,192.7 |
|
|
|
|
|
|
|
1,384.4 |
|
|
|
|
|
|
|
699.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
$ |
4,348.3 |
|
|
|
|
|
|
$ |
3,460.4 |
|
|
|
|
|
|
$ |
4,377.9 |
|
|
|
|
|
|
$ |
3,479.3 |
|
|
|
|
|
|
$ |
2,302.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments
funded(1)
|
|
$ |
643.7 |
|
|
|
|
|
|
$ |
1,237.3 |
|
|
|
|
|
|
$ |
2,423.4 |
|
|
|
|
|
|
$ |
1,462.3 |
|
|
|
|
|
|
$ |
1,140.8 |
|
|
|
|
|
Change in accrued or reinvested interest and dividends
|
|
$ |
12.9 |
|
|
|
|
|
|
$ |
(11.3 |
) |
|
|
|
|
|
$ |
7.2 |
|
|
|
|
|
|
$ |
24.6 |
|
|
|
|
|
|
$ |
45.6 |
|
|
|
|
|
Principal collections related to investment repayments or
sales(3)
|
|
$ |
717.0 |
|
|
|
|
|
|
$ |
752.4 |
|
|
|
|
|
|
$ |
1,015.4 |
|
|
|
|
|
|
$ |
703.9 |
|
|
|
|
|
|
$ |
551.9 |
|
|
|
|
|
|
|
(1) |
Investments funded for the six months ended June 30, 2006,
and for the years ended December 31, 2006 and 2004,
included debt investments in certain portfolio companies
received in conjunction with the sale of such companies. See
Private Finance, Investments Funded below. |
|
(2) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. The weighted
average yield is computed as of the balance sheet date. |
|
(3) |
Includes collections from the sale or repayment of senior loans
totaling $236.2 million and $228.2 million for the six
months ended June 30, 2007 and 2006, respectively, and
$322.7 million, $301.8 million, and $35.6 million
for the years ended December 31, 2006, 2005, and 2004,
respectively. Principal collections also included the principal
repayment of our $15 million subordinated debt investment in
Drilltec Patents & Technologies Company, Inc. There was no
realized gain or loss resulting from the Drilltec repayment. |
Our investment activity is focused on making long-term
investments in the debt and equity of primarily private middle
market companies. Debt investments may include senior loans,
unitranche debt (a single debt investment that is a blend of
senior and subordinated debt terms), or subordinated debt (with
or without equity features). The junior debt that we invest in
that is lower in repayment priority than senior debt is also
known as mezzanine debt. Equity investments may include a
minority equity stake in connection with a debt investment or a
substantial equity stake in connection with a buyout
transaction. In a buyout transaction, we generally invest in
senior and/or subordinated debt and equity (preferred and/or
voting or non-voting common) where our equity ownership
represents a significant portion of the equity, but may or may
not represent a controlling interest.
We intend to take a balanced approach to private equity
investing that emphasizes a complementary mix of debt
investments and buyout investments. The combination of these two
types of investments provides current interest and related
portfolio income and the potential for future capital gains. The
private equity investment marketplace remained very active
through June 30, 2007. Purchase price multiples remained
high and debt pricing was very competitive. We did not fund as
many investments in the first half of 2007 as we did
25
in the first half of 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 and 2005, we reviewed over
$65 billion and $45 billion, respectively, in prospective
investments and we closed on approximately 3% of the potential
new investments that we reviewed for both years. For the first
half of 2007, we reviewed over $42 billion in prospective
investments and we closed on approximately 1% of the potential
new investments we reviewed.
The level of investment activity for investments funded and
principal repayments for private finance investments can vary
substantially from period to period depending on the number and
size of investments that we make or that we exit and many other
factors, including the amount of debt and equity capital
available to middle market companies, the level of merger and
acquisition activity for such companies, the general economic
environment, and the competitive environment for the types of
investments we make. Since June 30, 2007, the debt capital
markets in general have become volatile. To the extent that
financing for middle market companies becomes more restricted,
we may see improved conditions for our investing activities. If
these conditions persist, we may be able to deploy debt capital
at more attractive yields and on more favorable terms than we
have seen in the first two quarters.
26
Investments Funded. Investments funded and the
weighted average yield on loans and debt securities funded for
the six months ended June 30, 2007, and for the years ended
December 31, 2006, 2005, and 2004, consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended June 30, 2007 | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
177.0 |
|
|
|
10.2 |
% |
|
$ |
40.0 |
|
|
|
9.4 |
% |
|
$ |
217.0 |
|
|
|
10.0 |
% |
|
Unitranche
debt(2)
|
|
|
57.1 |
|
|
|
10.7 |
% |
|
|
|
|
|
|
|
|
|
|
57.1 |
|
|
|
10.7 |
% |
|
Subordinated debt
|
|
|
114.4 |
|
|
|
12.5 |
% |
|
|
103.2 |
|
|
|
10.9 |
% |
|
|
217.6 |
|
|
|
11.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
348.5 |
|
|
|
11.0 |
% |
|
|
143.2 |
|
|
|
10.5 |
% |
|
|
491.7 |
|
|
|
10.9 |
% |
Equity
|
|
|
99.1 |
(5)(6) |
|
|
|
|
|
|
52.9 |
|
|
|
|
|
|
|
152.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
447.6 |
|
|
|
|
|
|
$ |
196.1 |
|
|
|
|
|
|
$ |
643.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Investments Funded | |
|
|
| |
|
|
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 |
(5) |
|
|
|
|
|
|
294.1 |
|
|
|
|
|
|
|
385.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,319.2 |
|
|
|
|
|
|
$ |
1,104.2 |
|
|
|
|
|
|
$ |
2,423.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 Investments Funded | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
76.8 |
|
|
|
10.0 |
% |
|
$ |
250.2 |
|
|
|
6.4 |
% |
|
$ |
327.0 |
|
|
|
7.2 |
% |
|
Unitranche
debt(2)
|
|
|
259.5 |
|
|
|
10.5 |
% |
|
|
|
|
|
|
|
|
|
|
259.5 |
|
|
|
10.5 |
% |
|
Subordinated debt
|
|
|
296.9 |
(4) |
|
|
12.3 |
% |
|
|
330.9 |
|
|
|
12.5 |
% |
|
|
627.8 |
|
|
|
12.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
633.2 |
|
|
|
11.3 |
% |
|
|
581.1 |
|
|
|
9.9 |
% |
|
|
1,214.3 |
|
|
|
10.6 |
% |
Equity
|
|
|
82.5 |
(5) |
|
|
|
|
|
|
165.5 |
|
|
|
|
|
|
|
248.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
715.7 |
|
|
|
|
|
|
$ |
746.6 |
|
|
|
|
|
|
$ |
1,462.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 Investments Funded | |
|
|
| |
|
|
Debt Investments | |
|
Buyout Investments | |
|
Total | |
|
|
| |
|
| |
|
| |
|
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
|
Amount | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
25.1 |
|
|
|
9.1 |
% |
|
$ |
140.8 |
|
|
|
7.2 |
% |
|
$ |
165.9 |
|
|
|
7.5 |
% |
|
Unitranche
debt(2)
|
|
|
18.9 |
|
|
|
13.0 |
% |
|
|
|
|
|
|
|
|
|
|
18.9 |
|
|
|
13.0 |
% |
|
Subordinated
debt(3)
|
|
|
396.4 |
|
|
|
13.4 |
% |
|
|
320.1 |
|
|
|
15.5 |
% |
|
|
716.5 |
|
|
|
14.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
440.4 |
|
|
|
13.2 |
% |
|
|
460.9 |
|
|
|
13.0 |
% |
|
|
901.3 |
|
|
|
13.1 |
% |
Equity
|
|
|
72.3 |
(5) |
|
|
|
|
|
|
167.2 |
|
|
|
|
|
|
|
239.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
512.7 |
|
|
|
|
|
|
$ |
628.1 |
|
|
|
|
|
|
$ |
1,140.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on interest-bearing investments is
computed as the (a) annual stated interest on accruing
interest-bearing investments, divided by (b) total
interest-bearing investments funded. |
|
(2) |
Unitranche debt is a single debt investment that is a blend of
senior and subordinated debt terms. The yield on a unitranche
investment reflects the blended yield of senior and subordinated
debt combined. |
|
(3) |
Debt investments funded for the 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. Debt investments funded for the year ended
December 31, 2004, included a $47.5 million
subordinated debt investment in The Hillman Companies, Inc.
received in conjunction with the sale of Hillman. |
|
(4) |
Subordinated debt investments for the year ended
December 31, 2005, included $45.5 million in
investments in the bonds of collateralized loan obligations
(CLOs) and collateralized debt obligations (CDOs) that are
managed by Callidus Capital Corporation (Callidus), a portfolio
company controlled by us. These CLOs and CDOs primarily invest
in senior debt. |
|
(5) |
Equity investments for the six months ended June 30, 2007,
and for the years ended December 31, 2006, 2005, and 2004,
included $17.2 million, $26.1 million,
$47.9 million, and $23.6 million, respectively, in
investments in the preferred shares/income notes of CLOs and
CDOs that are managed by Callidus. These CDOs and CLOs primarily
invest in senior debt. |
|
(6) |
Equity investments for the six months ended June 30, 2007,
included $19.1 million invested in the Allied Capital
Senior Debt Fund, L.P. See discussion below. |
27
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. (see 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. Repayments 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 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
June 30, 2007, our investment in the Fund totaled
$19.1 million at cost and $19.3 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. We may
sell additional loans to the Fund or the warehouse financing
vehicle.
Yield. The weighted average yield on the private
finance loans and debt securities was 11.7% at June 30,
2007, as compared to 12.7%, 11.9%, 13.0% and 13.9% at
June 30, 2006, and December 31, 2006, 2005, and 2004,
respectively. The weighted average yield on the private finance
loans and debt securities may fluctuate from period to period
depending
28
on the yield on new loans and debt securities funded, the yield
on loans and debt securities repaid, the amount of loans and
debt securities for which interest is not accruing (see
Portfolio Asset Quality Loans and Debt
Securities on Non-Accrual Status below) and the amount of
lower-yielding senior or unitranche debt in the portfolio at the
end of the period. Yields on senior and subordinated debt
investments have been generally lower because of the supply of
capital available to middle market companies.
The yield on the private finance portfolio has declined partly
due to our strategy to pursue investments where our position in
the portfolio company capital structure is more senior, such as
senior debt and unitranche investments that typically have lower
yields than subordinated debt investments. In addition, during
the fourth quarter of 2006, the guaranteed dividend yield on our
investment in BLXs 25% Class A equity interests was
placed on non-accrual status, and remained on non-accrual status
in the first half of 2007. The Class A equity interests are
included in our loans and debt securities. See Business
Loan Express, LLC below.
Outstanding Investment Commitments. At
June 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
|
|
$ |
14.6 |
|
|
$ |
16.0 |
|
|
$ |
113.6 |
|
|
$ |
144.2 |
(2) |
Unitranche debt
|
|
|
|
|
|
|
|
|
|
|
45.4 |
|
|
|
45.4 |
|
Subordinated debt
|
|
|
44.0 |
|
|
|
0.1 |
|
|
|
|
|
|
|
44.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
|
|
|
58.6 |
|
|
|
16.1 |
|
|
|
159.0 |
|
|
|
233.7 |
|
Equity securities
|
|
|
83.3 |
|
|
|
16.0 |
|
|
|
73.4 |
|
|
|
172.7 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
141.9 |
|
|
$ |
32.1 |
|
|
$ |
232.4 |
|
|
$ |
406.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
|
$ |
(0.7 |
) |
|
$ |
3.3 |
|
Subordinated debt to support warehouse facilities &
warehousing
activities(*)
|
|
|
44.0 |
|
|
|
|
|
|
|
44.0 |
|
Purchase of preferred equity in future CLO transactions
|
|
|
13.2 |
|
|
|
|
|
|
|
13.2 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
61.2 |
|
|
$ |
(0.7 |
) |
|
$ |
60.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
Callidus had a secured warehouse credit facility with a third
party for up to $360 million. The facility was used
primarily to finance the acquisition of loans pending
securitization through a CDO or CLO. In addition, Callidus has a
synthetic credit facility with a third party for up to
$50 million. We have agreed to designate our subordinated
debt commitment for Callidus to draw upon to provide first loss
capital as needed to support these facilities. |
|
|
(2) |
Includes $125.0 million in the form of revolving senior
debt facilities to 30 companies. |
|
(3) |
Includes $89.4 million to 20 private equity and
venture capital funds, including $4.3 million in
co-investment commitments to one private equity fund, and
$12.7 million to the Allied Capital Senior Debt Fund, L.P.
(see discussion above). |
In addition to these outstanding investment commitments at
June 30, 2007, we may be required to fund additional
amounts under earn-out arrangements primarily related to
29
buyout transactions in the future if those companies meet
agreed-upon performance targets. We also had commitments to
private finance portfolio companies in the form of standby
letters of credit and guarantees totaling $249.2 million.
See Financial Condition, Liquidity and Capital
Resources.
Mercury Air Centers, Inc. At June 30, 2007,
our investment in Mercury Air Centers, Inc. (Mercury) totaled
$85.3 million at cost and $320.1 million at value, or
6.3% of our total assets, which included unrealized appreciation
of $234.8 million. At December 31, 2006, our
investment in Mercury totaled $84.3 million at cost and
$244.2 million at value, which included unrealized
appreciation of $159.9 million.
Mercury owns and operates fixed base operations generally under
long-term leases from local airport authorities, which consist
of terminal and hangar complexes that service the needs of the
general aviation community. Mercury is headquartered in Richmond
Heights, OH. We completed the purchase of a majority ownership
in Mercury in April 2004.
Total interest and related portfolio income earned from our
investment in Mercury for the six months ended June 30,
2007 and 2006, and for the years ended December 31, 2006,
2005, and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months | |
|
|
|
|
Ended | |
|
Year Ended | |
|
|
June 30, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest income
|
|
$ |
4.1 |
|
|
$ |
5.3 |
|
|
$ |
9.3 |
|
|
$ |
8.8 |
|
|
$ |
5.5 |
|
Fees and other income
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
0.6 |
|
|
|
0.7 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
4.3 |
|
|
$ |
5.6 |
|
|
$ |
9.9 |
|
|
$ |
9.5 |
|
|
$ |
7.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income from Mercury for the six months ended
June 30, 2007 and 2006, and for the years ended
December 31, 2006, 2005, and 2004, included interest income
of $1.0 million, $1.0 million, $2.0 million, $1.6
million, and $1.0 million, respectively, which was paid in kind.
The interest paid in kind was paid to us through the issuance of
additional debt.
Net change in unrealized appreciation or depreciation included a
net increase in unrealized appreciation on our investment in
Mercury of $74.9 million and $4.3 million for the six
months ended June 30, 2007 and 2006, respectively, and
$106.1 million, $53.8 million, and zero for the years
ended December 31, 2006, 2005, and 2004, respectively.
On August 9, 2007, Mercury was sold for an enterprise value of
approximately $452 million, subject to post-closing
adjustments. We realized a gain on our majority equity interest
of approximately $259 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.
Business Loan Express,
LLC. BLX originates, sells,
and services primarily real estate secured loans, including real
estate secured conventional small business loans, SBA 7(a)
loans, and small investment real estate loans. BLX has offices
across the United States and is headquartered in New York, NY.
We acquired BLX in 2000.
30
At June 30, 2007, our investment in BLX totaled
$324.6 million at cost and $220.8 million at value, or
4.4% of our total assets, which included unrealized depreciation
of $103.8 million. At December 31, 2006, our
investment in BLX totaled $295.3 million at cost and
$210.7 million at value, or 4.3% of our total assets, which
included unrealized depreciation of $84.6 million. In the
first six months 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 $3.0 million in the form
of Class A equity interests in BLX. We agreed to purchase
these interests for cash at fair value in the event that BLX
amends or otherwise restructures its existing senior credit
facility or he is terminated for any reason. The purpose of
these additional investments was to fund payments to the SBA in
the first quarter of 2007 discussed below and to provide
additional equity capital to BLX.
Total interest and related portfolio income earned from our
investment in BLX for the six months ended June 30, 2007
and 2006, and for the years ended December 31, 2006, 2005,
and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months | |
|
Year Ended | |
|
|
Ended June 30, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest income
|
|
$ |
|
|
|
$ |
7.8 |
|
|
$ |
11.9 |
|
|
$ |
14.3 |
|
|
$ |
23.2 |
|
Dividend income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.0 |
|
|
|
14.8 |
|
Fees and other income
|
|
|
2.8 |
|
|
|
4.3 |
|
|
|
7.8 |
|
|
|
9.2 |
|
|
|
12.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
2.8 |
|
|
$ |
12.1 |
|
|
$ |
19.7 |
|
|
$ |
37.5 |
|
|
$ |
50.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income from BLX for the six months ended
June 30, 2006, and for the years ended December 31,
2006, 2005, and 2004, included interest and dividend income of
$3.7 million, $5.7 million, $8.9 million, and
$25.4 million, respectively, which was paid in kind. The
interest and dividends paid in kind were paid to us through the
issuance of additional debt or 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 six months ended June 30, 2007, and this resulted
in lower interest income from our investment in BLX for the
first six months of 2007 as compared to the first six months of
2006, as well as for 2006 as compared to 2005.
In consideration for providing a guaranty on BLXs
revolving credit facility and standby letters of credit
(discussed below), we earned fees of $2.8 million and
$3.1 million for the six months ended June 30, 2007
and 2006, respectively, and $6.1 million,
$6.3 million, and $6.0 million for the years ended
December 31, 2006, 2005, and 2004, respectively, which were
included in fees and other income above. Other assets included a
receivable from BLX of $2.8 million related to these fees
at June 30, 2007. At December 31, 2006, accrued
interest and fees due from BLX totaled $1.7 million, which
was paid in cash in the first quarter of 2007. The remaining
fees and other income relate to management fees from BLX. We did
not charge a management fee to BLX in the fourth quarter of 2006
or in the first or second quarter of 2007.
Net change in unrealized appreciation or depreciation included a
net increase in unrealized depreciation on our investment in BLX
of $19.1 million for the six months ended June 30,
2007, a net decrease in unrealized appreciation of
$33.6 million for the six months ended June 30, 2006,
a net decrease of $142.3 million and $32.3 million for
the
31
years ended December 31, 2006 and 2004, respectively, and a
net increase of $2.9 million for the year ended
December 31, 2005. See Results of Operations,
Valuation of Business Loan Express, LLC below.
BLX is a national, non-bank lender that participates in the
SBAs 7(a) Guaranteed Loan Program and is licensed by
the SBA as a Small Business Lending Company (SBLC). The Office
of the Inspector General of the SBA (OIG) and the United States
Secret Service are conducting an ongoing investigation of
allegedly fraudulently obtained SBA-guaranteed loans issued by
BLX. Specifically, on or about January 9, 2007, BLX became
aware of an indictment captioned as the United States v.
Harrington, No. 2:06-CR-20662 pending in the United States
District Court for the Eastern District of Michigan. The
indictment alleges that a former BLX employee in the Detroit
office engaged in the fraudulent origination of loans
guaranteed, in substantial part, by the SBA. We understand that
BLX is working cooperatively with the U.S. Attorneys
Office and the investigating agencies with respect to this
matter. The OIG and the U.S. Department of Justice are also
conducting a civil investigation of BLXs lending practices
in various jurisdictions. 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 are ongoing.
As an SBA lender, BLX is also subject to other SBA and OIG
audits, investigations, and reviews. These investigations,
audits and reviews, changes in the laws or regulations that
govern SBLCs or the SBA 7(a) Guaranteed Loan Program, or changes
in government funding for this program could have a material
adverse impact on BLX and, as a result, could negatively affect
our financial results. We have considered BLXs current
regulatory issues and ongoing investigations and litigation in
performing the valuation of BLX at June 30, 2007. See
Results of Operations, Valuation of Business
Loan Express, LLC below. We are monitoring the
situation. We have retained a third party to work with BLX to
review BLXs current 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 inquiry by the United States Attorneys
Office for the Eastern District of Michigan. As part of the
SBAs increased oversight, the agreement provides that any
loans originated and closed by BLX during the term of the
agreement will be reviewed by an independent third party
selected by the SBA prior to the sale of such loans into the
secondary market. The agreement also requires BLX to repurchase
the guaranteed portion of certain loans that default after
having been sold into the secondary market, and subjects such
loans to a similar third party review prior to any reimbursement
of BLX by the SBA. In connection with this agreement, BLX also
entered into an escrow agreement with the SBA and an escrow
agent in which BLX agreed to deposit $10 million with the
escrow agent for any additional payments BLX may be obligated to
pay to the SBA in the future. BLX remains subject to SBA rules
and regulations and as a result may be required to make
additional payments to the SBA in the ordinary course of
business. The agreement states that nothing in the agreement
shall affect the rights of BLX to securitize or service its
loans. Notwithstanding the foregoing, BLX and the SBA are
conducting ongoing
32
discussions with respect to BLXs ability to securitize the
unguaranteed portions of SBA loans in accordance with the
requirements of the SBA regulations.
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 August 30, 2007. BLX
is in negotiations with the warehouse facility providers to
renew and amend the facility for an additional one-year term,
subject to satisfactory conclusion of discussions with the SBA
with respect to BLXs ability to securitize the
unguaranteed portions of SBA loans. If the current facility were
to expire without renewal, the 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 reach agreement with the SBA on BLXs ability
to securitize the unguaranteed portions of SBA loans 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 June 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. We have provided
an unconditional guaranty to these revolving credit facility
lenders in an amount equal to 50% of the total obligations
(consisting of principal, letters of credit issued under the
facility, accrued interest, and other fees) of BLX under this
facility. At June 30, 2007, the principal amount
outstanding on the revolving credit facility was
$357.7 million and letters of credit issued under the
facility were $52.9 million. The total obligation
guaranteed by us at June 30, 2007, was $205.8 million.
At June 30, 2007, we had also provided four standby letters
of credit totaling $20.0 million in connection with four
term securitization transactions completed by BLX.
The guaranty on the BLX revolving line of credit facility can be
called by the lenders in the event of a default, which includes
certain defaults under our revolving credit facility. Among
other requirements, the BLX facility requires that BLX maintain
compliance with certain financial covenants such as interest
coverage, maximum debt to net worth, asset coverage, and
maintenance of certain asset quality metrics. In addition, BLX
would have an event of default if BLX failed to maintain its
lending status with the SBA and such failure could reasonably be
expected to result in a material adverse effect on BLX, or if
BLX failed to maintain certain financing programs for the sale
or long-term funding of BLXs loans. In June, 2007, BLX
received waivers until September 30, 2007, from its lenders
with respect to (i) non-compliance with certain facility
covenants and (ii) the requirement for BLX to maintain
certain financing programs for SBA loans. The waivers regarding
financing programs for SBA loans provide that BLX may retain
unguaranteed portions of SBA loans on its balance sheet until
September 30, 2007. 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
33
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 at
subsequent quarter ends, BLX would be in default under the
credit facility.
The current market conditions for small business loans remain
very competitive, and as a result, BLX continues to experience
high loan prepayments in its securitized loan portfolio. This
competitive environment combined with BLXs liquidity
constraints has restrained BLXs ability to grow its loan
origination volume. Due to the changes in BLXs operations,
the status of its current financing facilities and the effect of
BLXs current regulatory issues, ongoing investigations and
litigation, we are in the process of working with BLX with
respect to various potential strategic alternatives including,
but not limited to, recapitalization, restructuring, joint
venture or sale or divestiture of BLX or some or all of its
assets. The ultimate resolution of these matters could have a
material adverse impact on BLXs financial condition, and,
as a result, our financial results could be negatively affected.
On or about January 16, 2007, BLX and Business
Loan Center LLC (BLC) became aware of a lawsuit
titled, United States, ex rel James R. Brickman and Greenlight
Capital, Inc. v. Business Loan Express LLC f/k/a
Business Loan Express, Inc.; Business Loan Center LLC
f/k/a Business Loan Center, Inc.; Robert Tannenhauser;
Matthew McGee; and George Harrigan,
05-CV-3147 (JEC), that
is pending in the United States District Court for the Northern
District of Georgia. The complaint includes allegations arising
under the False Claims Act and relating to alleged fraud in
connection with SBA guarantees on shrimp vessel loans made by
BLX and BLC. On April 9, 2007, BLX, BLC and the other
defendants filed motions to dismiss the complaint in its
entirety. The motions are pending.
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 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 are 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 June 30, 2007, the amount of the escrow
34
included in other assets on our consolidated balance sheet was
approximately $24 million. For tax purposes, the receipt of
the $150 million subordinated note as part of our
consideration for the common stock sold and the hold back of
certain proceeds in escrow has allowed us, through installment
treatment, to defer the recognition of taxable income for a
portion of our realized gain until the note or other amounts are
collected.
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 six months ended June 30, 2006,
and for the year ended December 31, 2006, and
$37.4 million and $21.3 million, for the years ended
December 31, 2005 and 2004, respectively. 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 the first quarter of
2006. Net change in unrealized appreciation or depreciation for
the six months ended June 30, 2006, and for the year ended
December 31, 2006, included the reversal of
$389.7 million of previously recorded unrealized
appreciation associated with the realization of a gain on the
sale of 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 June 30, 2007, which was
composed of subordinated debt and a minority equity interest,
totaled $153.2 million at cost and $164.2 million at
value, which included unrealized appreciation of
$11.0 million.
Investments in CLOs and Other Similar Funds.
Subsequent to June 30, 2007, the debt capital markets have
shown volatility and yield spreads have widened. With respect to
the CLO market, investor demand for pricing has increased. As a
result, we believe that the market yields for our investments in
CLOs and other similar funds, which primarily invest in senior
corporate loans, may have increased subsequent to June 30,
2007, and as a result, the fair value of our investments may
have decreased. At June 30, 2007, these investments
represented less than 3.3% of our total assets.
35
Commercial Real Estate Finance
The commercial real estate finance portfolio at value,
investment activity, and the yield on interest-bearing
investments at and for the six months ended June 30, 2007
and 2006, and at and for the years ended December 31, 2006,
2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
At and for the | |
|
|
Six Months Ended June 30, | |
|
Years Ended December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Portfolio at value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMBS bonds
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
373.8 |
|
|
|
14.6% |
|
|
CDO bonds and preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
212.6 |
|
|
|
16.8% |
|
|
Commercial mortgage loans
|
|
|
68.7 |
|
|
|
6.6% |
|
|
|
96.5 |
|
|
|
8.1% |
|
|
|
71.9 |
|
|
|
7.5% |
|
|
|
102.6 |
|
|
|
7.6% |
|
|
|
95.0 |
|
|
|
6.8% |
|
|
Real estate owned
|
|
|
20.4 |
|
|
|
|
|
|
|
14.6 |
|
|
|
|
|
|
|
19.6 |
|
|
|
|
|
|
|
13.9 |
|
|
|
|
|
|
|
16.9 |
|
|
|
|
|
|
Equity interests
|
|
|
33.7 |
|
|
|
|
|
|
|
22.0 |
|
|
|
|
|
|
|
26.7 |
|
|
|
|
|
|
|
10.6 |
|
|
|
|
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio
|
|
$ |
122.8 |
|
|
|
|
|
|
$ |
133.1 |
|
|
|
|
|
|
$ |
118.2 |
|
|
|
|
|
|
$ |
127.1 |
|
|
|
|
|
|
$ |
711.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments funded
|
|
$ |
15.4 |
|
|
|
|
|
|
$ |
13.9 |
|
|
|
|
|
|
$ |
14.4 |
|
|
|
|
|
|
$ |
213.5 |
|
|
|
|
|
|
$ |
383.7 |
|
|
|
|
|
Change in accrued or reinvested interest
|
|
$ |
0.1 |
|
|
|
|
|
|
$ |
0.5 |
|
|
|
|
|
|
$ |
1.0 |
|
|
|
|
|
|
$ |
(18.0 |
) |
|
|
|
|
|
$ |
6.6 |
|
|
|
|
|
Principal collections related to investment repayments or
sales(2)
|
|
$ |
18.4 |
|
|
|
|
|
|
$ |
17.2 |
|
|
|
|
|
|
$ |
39.9 |
|
|
|
|
|
|
$ |
799.5 |
|
|
|
|
|
|
$ |
357.3 |
|
|
|
|
|
|
|
(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. |
|
(2) |
Principal collections related to investment repayments or sales
for the year ended December 31, 2005, included
$718.1 million related to the sale of our CMBS and CDO
portfolio in May 2005. |
36
Our commercial real estate investments funded for the years
ended December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face | |
|
|
|
Amount | |
|
|
Amount | |
|
Discount | |
|
Funded | |
($ in millions) |
|
| |
|
| |
|
| |
For the Year Ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial mortgage loans
|
|
$ |
8.0 |
|
|
$ |
|
|
|
$ |
8.0 |
|
Equity interests
|
|
|
6.4 |
|
|
|
|
|
|
|
6.4 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
14.4 |
|
|
$ |
|
|
|
$ |
14.4 |
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
CMBS
bonds(1)
|
|
$ |
211.5 |
|
|
$ |
(90.5 |
) |
|
$ |
121.0 |
|
Commercial mortgage loans
|
|
|
88.5 |
|
|
|
(0.8 |
) |
|
|
87.7 |
|
Equity interests
|
|
|
4.8 |
|
|
|
|
|
|
|
4.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
304.8 |
|
|
$ |
(91.3 |
) |
|
$ |
213.5 |
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
CMBS bonds
|
|
$ |
419.1 |
|
|
$ |
(183.7 |
) |
|
$ |
235.4 |
|
CDO bonds and preferred shares
|
|
|
40.5 |
|
|
|
(0.1 |
) |
|
|
40.4 |
|
Commercial mortgage loans
|
|
|
112.1 |
|
|
|
(8.2 |
) |
|
|
103.9 |
|
Equity interests
|
|
|
4.0 |
|
|
|
|
|
|
|
4.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
575.7 |
|
|
$ |
(192.0 |
) |
|
$ |
383.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The CMBS bonds invested in during 2005, were sold on May 3,
2005. |
At June 30, 2007, we had outstanding funding commitments
related to commercial mortgage loans and equity interests of
$43.8 million, and commitments in the form of standby
letters of credit and guarantees related to equity interests of
$8.2 million.
During the fourth quarter of 2006, we sold commercial mortgage
loans with a total outstanding principal balance of $21.1
million and realized a gain of $0.7 million. As these loans were
purchased at prices that were based in part on comparable
Treasury rates, we had a related hedge in place to protect
against movements in Treasury rates. Upon the loan sale, we
settled the related hedge, which resulted in a realized gain of
$0.5 million, which was included in the realized gain on the
sale of $0.7 million. At June 30, 2007, we did not have any
similar hedges in place.
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 to affiliates of Caisse de dépôt et placement
du Québec (the Caisse) for cash proceeds of
$976.0 million and a net realized gain of
$227.7 million, after transaction and other costs of
$7.8 million. Transaction costs included investment banking
fees, legal and other professional fees, and other transaction
costs. The CMBS and CDO assets sold had a cost basis at closing
of $739.8 million, including accrued interest of
$21.7 million. Upon the closing of the sale, we settled all
the hedge positions relating to these assets, which resulted in
a net realized loss of $0.7 million, which was included in
the net realized gain on the sale. Under the sale agreement, we
agreed not to primarily invest in CMBS and real estate-related
CDOs and refrain from certain other real estate-related
investing or servicing activities for a period of three years,
or through May 2008, subject to certain limitations and
excluding our existing portfolio and related activities.
37
PORTFOLIO ASSET QUALITY
Portfolio by Grade. We employ a grading system for
our entire portfolio. Grade 1 is used for those investments
from which a capital gain is expected. Grade 2 is used for
investments performing in accordance with plan. Grade 3 is
used for investments that require closer monitoring; however, no
loss of investment return or principal is expected. Grade 4
is used for investments that are in workout and for which some
loss of current investment return is expected, but no loss of
principal is expected. Grade 5 is used for investments that
are in workout and for which some loss of principal is expected.
At June 30, 2007, and December 31, 2006 and 2005, our
portfolio was graded as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Percentage | |
|
|
|
Percentage | |
|
|
|
Percentage | |
|
|
Portfolio | |
|
of Total | |
|
Portfolio | |
|
of Total | |
|
Portfolio | |
|
of Total | |
Grade |
|
at Value | |
|
Portfolio | |
|
at Value | |
|
Portfolio | |
|
at Value | |
|
Portfolio | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
$ |
1,727.2 |
|
|
|
38.6 |
% |
|
$ |
1,307.3 |
|
|
|
29.1 |
% |
|
$ |
1,643.0 |
|
|
|
45.6 |
% |
2
|
|
|
2,207.0 |
|
|
|
49.4 |
|
|
|
2,672.3 |
|
|
|
59.4 |
|
|
|
1,730.8 |
|
|
|
48.0 |
|
3
|
|
|
359.4 |
|
|
|
8.0 |
|
|
|
308.1 |
|
|
|
6.9 |
|
|
|
149.1 |
|
|
|
4.1 |
|
4
|
|
|
72.8 |
|
|
|
1.6 |
|
|
|
84.2 |
|
|
|
1.9 |
|
|
|
26.5 |
|
|
|
0.7 |
|
5
|
|
|
104.7 |
|
|
|
2.4 |
|
|
|
124.2 |
|
|
|
2.7 |
|
|
|
57.0 |
|
|
|
1.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,471.1 |
|
|
|
100.0 |
% |
|
$ |
4,496.1 |
|
|
|
100.0 |
% |
|
$ |
3,606.4 |
|
|
|
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 $177.5 million,
$208.4 million and $83.5 million, respectively, or
were 4.0%, 4.6% and 2.3%, respectively, of the total portfolio
value at June 30, 2007, and December 31, 2006 and
2005. 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 June 30, 2007, and December 31, 2006,
$165.2 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
June 30, 2007, and December 31, 2006,
$55.6 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. At
December 31, 2005, our investment in BLX of
$357.1 million at value was classified as Grade 1. See
Private Finance, Business Loan Express,
LLC above.
38
Loans and Debt Securities on Non-Accrual Status.
At June 30, 2007, and December 31, 2006 and
2005, loans and debt securities at value not accruing interest
for the total investment portfolio were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
2005 | |
($ in millions) |
|
| |
|
| |
|
| |
Loans and debt securities in workout status (classified as
Grade 4 or
5)(1) |
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
20.4 |
|
|
$ |
51.1 |
|
|
$ |
15.6 |
|
|
|
Companies 5% to 25% owned
|
|
|
27.5 |
|
|
|
4.0 |
|
|
|
|
|
|
|
Companies less than 5% owned
|
|
|
22.7 |
|
|
|
31.6 |
|
|
|
11.4 |
|
|
Commercial real estate finance
|
|
|
12.3 |
|
|
|
12.2 |
|
|
|
12.9 |
|
Loans and debt securities not in workout status
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private finance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
171.0 |
|
|
|
87.1 |
|
|
|
58.0 |
|
|
|
Companies 5% to 25% owned
|
|
|
18.3 |
|
|
|
7.2 |
|
|
|
0.5 |
|
|
|
Companies less than 5% owned
|
|
|
19.1 |
|
|
|
38.9 |
|
|
|
49.5 |
|
|
Commercial real estate finance
|
|
|
6.8 |
|
|
|
6.7 |
|
|
|
7.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
298.1 |
|
|
$ |
238.8 |
|
|
$ |
155.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of total portfolio
|
|
|
6.7 |
% |
|
|
5.3 |
% |
|
|
4.3 |
% |
|
|
(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 June 30, 2007, and December 31, 2006, our
Class A equity interests in BLX of $95.8 million and
$66.6 million, respectively, which represented 2.1% and
1.5% of the total portfolio at value, respectively, were
included in non-accruals. The BLX 25% Class A equity
interests were placed on non-accrual status during the fourth
quarter of 2006. See Private Finance, Business
Loan Express, LLC above.
Loans and Debt Securities Over 90 Days Delinquent.
Loans and debt securities greater than 90 days
delinquent at value at June 30, 2007, and December 31,
2006 and 2005, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
($ in millions) |
|
|
|
|
|
|
Private finance
|
|
$ |
136.1 |
|
|
$ |
46.5 |
|
|
$ |
74.6 |
|
Commercial mortgage loans
|
|
|
1.9 |
|
|
|
1.9 |
|
|
|
6.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
138.0 |
|
|
$ |
48.4 |
|
|
$ |
80.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of total portfolio
|
|
|
3.1 |
% |
|
|
1.1 |
% |
|
|
2.2 |
% |
The amount of loans and debt securities over 90 days
delinquent increased to $138.0 million at June 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 2.1% of the total portfolio at value. The
Class A equity interests were placed on non-accrual during
the fourth quarter of 2006. See Private
Finance, Business Loan Express, LLC above.
39
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
$138.0 million, $44.3 million, and $60.7 million
at June 30, 2007, and December 31, 2006 and 2005,
respectively.
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 June 30, 2007, and
December 31, 2006 and 2005, other assets totaled
$153.5 million, $123.0 million, and
$87.9 million, respectively. The increase from
December 31, 2006, to June 30, 2007, was primarily the
result of increased prepaid expenses related to tax deposits and
deferred financing costs. The increase since December 31,
2005, was primarily the result of amounts received in connection
with the sale of Advantage and certain other portfolio companies
that are being held in escrow. See Private
Finance above.
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
June 30, 2007, December 31, 2006 and 2005, accounts
payable and other liabilities totaled $132.5 million,
$147.1 million, and $102.9 million, respectively. The
decrease from December 31, 2006, to June 30, 2007, was
primarily the result of the payment of liabilities at
December 31, 2006, in the first quarter of 2007 related to
accrued 2006 bonuses of $38.0 million, excise tax of
$15.4 million and an extra dividend of $7.5 million,
offset by an increase in liabilities for 2007 related to accrued
2007 bonuses and excise taxes totaling $28.7 million, an
increase in the liability related to the deferred compensation
trust of $7.3 million, and an increase in accrued interest
payable of $7.0 million. The increase from
December 31, 2005 to December 31, 2006, was primarily
the result of an increase in the liability related to the
deferred compensation trust of $13.6 million, accrued bonus
of $11.3 million, accrued interest payable of
$10.3 million, and accrued excise tax of $9.2 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.
40
RESULTS OF OPERATIONS
Comparison of the Three and Six Months Ended June 30,
2007 and 2006
The following table summarizes our operating results for the
three and six months ended June 30, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, | |
|
For the Six Months Ended June 30, | |
|
|
| |
|
| |
|
|
|
|
Percent | |
|
|
|
Percent | |
|
|
2007 | |
|
2006 | |
|
Change | |
|
Change | |
|
2007 | |
|
2006 | |
|
Change | |
|
Change | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest and Related Portfolio Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends
|
|
$ |
102,814 |
|
|
$ |
95,433 |
|
|
$ |
7,381 |
|
|
|
8 |
% |
|
$ |
204,797 |
|
|
$ |
184,314 |
|
|
$ |
20,483 |
|
|
|
11 |
% |
|
Fees and other income
|
|
|
14,862 |
|
|
|
15,023 |
|
|
|
(161 |
) |
|
|
(1 |
%) |
|
|
20,831 |
|
|
|
37,153 |
|
|
|
(16,322 |
) |
|
|
(44 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
117,676 |
|
|
|
110,456 |
|
|
|
7,220 |
|
|
|
7 |
% |
|
|
225,628 |
|
|
|
221,467 |
|
|
|
4,161 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
34,336 |
|
|
|
21,861 |
|
|
|
12,475 |
|
|
|
57 |
% |
|
|
64,624 |
|
|
|
46,346 |
|
|
|
18,278 |
|
|
|
39 |
% |
|
Employee
|
|
|
28,611 |
|
|
|
20,398 |
|
|
|
8,213 |
|
|
|
40 |
% |
|
|
50,539 |
|
|
|
41,826 |
|
|
|
8,713 |
|
|
|
21 |
% |
|
Employee stock options
|
|
|
9,519 |
|
|
|
4,597 |
|
|
|
4,922 |
|
|
|
107 |
% |
|
|
13,180 |
|
|
|
8,203 |
|
|
|
4,977 |
|
|
|
61 |
% |
|
Administrative
|
|
|
14,505 |
|
|
|
9,861 |
|
|
|
4,644 |
|
|
|
47 |
% |
|
|
27,729 |
|
|
|
21,195 |
|
|
|
6,534 |
|
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
86,971 |
|
|
|
56,717 |
|
|
|
30,254 |
|
|
|
53 |
% |
|
|
156,072 |
|
|
|
117,570 |
|
|
|
38,502 |
|
|
|
33 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
30,705 |
|
|
|
53,739 |
|
|
|
(23,034 |
) |
|
|
(43 |
%) |
|
|
69,556 |
|
|
|
103,897 |
|
|
|
(34,341 |
) |
|
|
(33 |
%) |
|
Income tax expense (benefit), including excise tax
|
|
|
5,530 |
|
|
|
3,544 |
|
|
|
1,986 |
|
|
|
56 |
% |
|
|
4,881 |
|
|
|
12,402 |
|
|
|
(7,521 |
) |
|
|
(61 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
25,175 |
|
|
|
50,195 |
|
|
|
(25,020 |
) |
|
|
(50 |
%) |
|
|
64,675 |
|
|
|
91,495 |
|
|
|
(26,820 |
) |
|
|
(29 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
|
74,879 |
|
|
|
100,240 |
|
|
|
(25,361 |
) |
|
|
* |
|
|
|
102,545 |
|
|
|
533,075 |
|
|
|
(430,530 |
) |
|
|
* |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
(10,896 |
) |
|
|
(116,706 |
) |
|
|
105,810 |
|
|
|
* |
|
|
|
55,024 |
|
|
|
(491,254 |
) |
|
|
(546,278 |
) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains (losses)
|
|
|
63,983 |
|
|
|
(16,466 |
) |
|
|
80,449 |
|
|
|
* |
|
|
|
157,569 |
|
|
|
41,821 |
|
|
|
115,748 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
89,158 |
|
|
$ |
33,729 |
|
|
$ |
55,429 |
|
|
|
164 |
% |
|
$ |
222,244 |
|
|
$ |
133,316 |
|
|
$ |
88,928 |
|
|
|
67 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
0.57 |
|
|
$ |
0.24 |
|
|
$ |
0.33 |
|
|
|
138 |
% |
|
$ |
1.44 |
|
|
$ |
0.94 |
|
|
$ |
0.50 |
|
|
|
54 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
156,051 |
|
|
|
143,213 |
|
|
|
12,838 |
|
|
|
9 |
% |
|
|
154,446 |
|
|
|
142,466 |
|
|
|
11,980 |
|
|
|
8 |
% |
|
|
* |
Net change in unrealized appreciation or depreciation and net
gains (losses) can fluctuate significantly from period to
period. As a result, comparisons may not be meaningful. |
41
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 six months ended June 30, 2007 and 2006, was
composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private finance loans and debt securities
|
|
$ |
96.9 |
|
|
$ |
88.6 |
|
|
$ |
193.5 |
|
|
$ |
171.2 |
|
|
Commercial mortgage loans
|
|
|
2.5 |
|
|
|
2.1 |
|
|
|
3.8 |
|
|
|
4.8 |
|
|
Cash, U.S. Treasury bills, money market and other securities
|
|
|
3.4 |
|
|
|
2.9 |
|
|
|
6.2 |
|
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest
|
|
|
102.8 |
|
|
|
93.6 |
|
|
|
203.5 |
|
|
|
181.9 |
|
Dividends
|
|
|
|
|
|
|
1.8 |
|
|
|
1.3 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
$ |
102.8 |
|
|
$ |
95.4 |
|
|
$ |
204.8 |
|
|
$ |
184.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
June 30, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
($ in millions) |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
|
| |
|
| |
|
| |
|
| |
Private finance loans and debt securities
|
|
$ |
2,983.4 |
|
|
|
11.7 |
% |
|
$ |
2,491.2 |
|
|
|
12.7 |
% |
Commercial mortgage loans
|
|
|
68.7 |
|
|
|
6.6 |
% |
|
|
96.5 |
|
|
|
8.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,052.1 |
|
|
|
11.6 |
% |
|
$ |
2,587.7 |
|
|
|
12.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. The weighted
average yield is computed as of the balance sheet date. |
Our interest income from our private finance loans and debt
securities has increased year over year primarily as a result of
the growth in this portfolio, net of the reduction in yield. The
private finance portfolio yield at June 30, 2007, of 11.7%
as compared to the private finance portfolio yield of 12.7% at
June 30, 2006, reflects the mix of debt investments in the
private finance portfolio. The weighted average yield varies
from period to period based on the current stated interest on
loans and debt securities and the amount of loans and debt
securities for which interest is not accruing. See the
discussion of the private finance portfolio yield above under
the caption Portfolio and Investment
Activity Private Finance.
Interest income from cash, U.S. Treasury bills, money market and
other securities results primarily from interest earned on our
liquidity portfolio. See Financial Condition, Liquidity
and Capital Resources below. The value and weighted
average yield of the
42
liquidity portfolio was $200.7 million and 5.3%,
respectively, at June 30, 2007, and $201.8 million and
5.3%, respectively, at December 31, 2006.
Dividend income results from the dividend yield on preferred
equity interests, if any, or the declaration of dividends by a
portfolio company on preferred or common equity interests.
Dividend income will vary from period to period depending upon
the timing and amount of dividends that are declared or paid by
a portfolio company on preferred or common equity interests.
Fees and Other Income. Fees and other income primarily
include fees related to structuring, diligence, transaction
services, management and consulting services to portfolio
companies, commitments, guarantees, and other services and loan
prepayment premiums. As a business development company, we are
required to make significant managerial assistance available to
the companies in our investment portfolio. Managerial assistance
includes, but is not limited to, management and consulting
services related to corporate finance, marketing, human
resources, personnel and board member recruiting, business
operations, corporate governance, risk management and other
general business matters.
Fees and other income for the three and six months ended
June 30, 2007 and 2006, included fees relating to the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Structuring and diligence
|
|
$ |
6.2 |
|
|
$ |
8.0 |
|
|
$ |
7.9 |
|
|
$ |
19.0 |
|
Management, consulting and other services provided to portfolio
companies(1)
|
|
|
2.3 |
|
|
|
2.4 |
|
|
|
4.1 |
|
|
|
6.6 |
|
Commitment, guaranty and other fees from portfolio
companies(2)
|
|
|
2.9 |
|
|
|
2.9 |
|
|
|
5.0 |
|
|
|
4.6 |
|
Loan prepayment premiums
|
|
|
3.4 |
|
|
|
1.7 |
|
|
|
3.6 |
|
|
|
7.0 |
|
Other income
|
|
|
0.1 |
|
|
|
|
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
|
$ |
14.9 |
|
|
$ |
15.0 |
|
|
$ |
20.8 |
|
|
$ |
37.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The six months ended June 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. |
|
(2) |
Includes guaranty and other fees from BLX of $1.3 million
and $1.6 million for the three months ended June 30,
2007 and 2006, respectively, and $2.8 million and
$3.1 million for the six months ended June 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 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 $643.7 million for the six months ended June 30,
2007, as compared to $1.2 billion for the six months ended
June 30, 2006.
Loan prepayment premiums for the six months ended June 30,
2006, included $5.0 million related to the repayment of our
subordinated debt in connection with the sale of our majority
equity interest in Advantage on March 29, 2006. See
Portfolio and Investment Activity above
for further discussion. While the scheduled maturities of
43
private finance and commercial real estate loans generally range
from five to ten years, it is not unusual for our borrowers to
refinance or pay off their debts to us ahead of schedule.
Therefore, we generally structure our loans to require a
prepayment premium for the first three to five years of the
loan. Accordingly, the amount of prepayment premiums will vary
depending on the level of repayments and the age of the loans at
the time of repayment.
Mercury and BLX. Mercury and BLX were our largest
investments at value at June 30, 2007, and together
represented 10.7% and 11.4% of our total assets at June 30,
2007 and 2006, respectively.
Total interest and related portfolio income from these
investments for the three and six months ended June 30,
2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Mercury
|
|
$ |
2.2 |
|
|
$ |
2.5 |
|
|
$ |
4.3 |
|
|
$ |
5.6 |
|
BLX
|
|
$ |
1.3 |
|
|
$ |
6.0 |
|
|
$ |
2.8 |
|
|
$ |
12.1 |
|
See Portfolio and Investment Activity
above for further detail on Mercury and BLX.
Operating Expenses. Operating expenses include
interest, employee, employee stock options, and administrative
expenses.
Interest Expense. The fluctuations in interest expense
during the three and six months ended June 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 six months ended June 30, 2007 and 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the Three | |
|
At and for the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Total outstanding debt
|
|
$ |
1,921.8 |
|
|
$ |
1,208.9 |
|
|
$ |
1,921.8 |
|
|
$ |
1,208.9 |
|
Average outstanding debt
|
|
$ |
1,965.6 |
|
|
$ |
1,301.1 |
|
|
$ |
1,904.4 |
|
|
$ |
1,395.8 |
|
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 $0.2 million for the three
months ended June 30, 2007 and 2006, respectively, and
$2.3 million and $0.4 million for the six months ended
June 30, 2007 and 2006, respectively. Installment interest
expense for the year ended December 31, 2007, is estimated
to be a total of $6.4 million. See Dividends and
Distributions below.
44
Employee Expense. Employee expenses for the three and six
months ended June 30, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Salaries and employee benefits
|
|
$ |
21.2 |
|
|
$ |
17.6 |
|
|
$ |
42.6 |
|
|
$ |
35.0 |
|
Individual performance award (IPA)
|
|
|
2.4 |
|
|
|
2.1 |
|
|
|
4.9 |
|
|
|
3.8 |
|
IPA mark to market expense (benefit)
|
|
|
2.4 |
|
|
|
(1.5 |
) |
|
|
(1.6 |
) |
|
|
(0.6 |
) |
Individual performance bonus (IPB)
|
|
|
2.6 |
|
|
|
2.2 |
|
|
|
4.6 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employee expense
|
|
$ |
28.6 |
|
|
$ |
20.4 |
|
|
$ |
50.5 |
|
|
$ |
41.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of employees at end of period
|
|
|
173 |
|
|
|
166 |
|
|
|
173 |
|
|
|
166 |
|
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 $11.2 million and
$9.0 million for the three months ended June 30, 2007
and 2006, respectively, and $21.7 million and
$16.9 million for the six months ended June 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 equally 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.
Option Cancellation Payment. 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, which would be paid
one-half in cash and
45
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 our common stock over the
fifteen trading days preceding the first day of the offer
period, or June 20, 2007. Our stockholders 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
optionees were paid net of required payroll and income tax
withholdings.
As the consideration paid by us for the OCP did not exceed the
cancellation date fair value of the options, no expense will be
recorded for the transaction in accordance with the guidance in
FASB Statement No. 123 (Revised 2004). However, the portion
of the OCP paid in cash of $52.8 million will reduce our
paid in capital and will therefore reduce our net asset value in
the third quarter of 2007. 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).
Subsequent to the completion of the tender offer and the
cancellation of the 10.3 million vested options, there were
18.3 million options outstanding and 11.0 million
shares available to be granted under our Stock Option Plan. As
part of this initiative, 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.
Stock Options Expense. In December 2004, the FASB issued
Statement No. 123 (Revised 2004), Share-Based Payment (the
Statement), which requires companies to recognize the grant-date
fair value of stock options and other equity-based compensation
issued to employees in the income statement. The Statement was
effective January 1, 2006, and it applies to our stock
option plan. Our employee stock options are typically granted
with ratable vesting provisions, and we amortize the
compensation cost over the related service period. The Statement
was adopted using the modified prospective method of
application, which required us to recognize compensation costs
on a prospective basis beginning January 1, 2006. Under
this method, the unamortized cost of previously awarded options
that were unvested as of January 1, 2006, is recognized
over the remaining service period in the statement of operations
beginning in 2006, using the fair value amounts determined for
proforma disclosure under the Statement. With respect to options
granted on or after January 1, 2006, compensation cost
based on estimated grant date fair value is
46
recognized in the consolidated statement of operations over the
service period. The stock option expense for the three and six
months ended June 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
3.3 |
|
|
$ |
3.3 |
|
|
$ |
6.5 |
|
|
$ |
6.7 |
|
|
Options granted on or after January 1, 2006
|
|
|
6.2 |
|
|
|
1.3 |
|
|
|
6.7 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
9.5 |
|
|
$ |
4.6 |
|
|
$ |
13.2 |
|
|
$ |
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In addition to the employee stock option expense, for the three
and six months ended June 30, 2007 and 2006, administrative
expense included $0.2 million of expense related to options
granted to directors during each respective period. 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 the Statement that will be recorded in our consolidated
statement of operations, including the expense related to the
options granted in the second quarter of 2007, will be
approximately $20.3 million, $9.2 million, and
$2.6 million for the years ended December 31, 2007,
2008, and 2009, respectively, which includes approximately
$10.9 million, $6.3 million, and $2.6 million,
respectively, related to options granted since adoption of the
Statement (January 1, 2006). This estimate may change if
our assumptions related to future option forfeitures change.
This estimate does not include any expense related to future
stock option grants as the fair value of those stock options
will be determined at the time of grant.
Administrative Expense. Administrative expenses include
legal and accounting fees, valuation assistance fees, insurance
premiums, the cost of leases for our headquarters in
Washington, DC, and our regional offices, portfolio
origination and development expenses, travel costs, stock record
expenses, directors fees and stock option expense, and
various other expenses. Administrative expenses for the three
and six months ended June 30, 2007 and 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ending | |
|
Months Ending | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Administrative expenses
|
|
$ |
13.6 |
|
|
$ |
9.4 |
|
|
$ |
23.5 |
|
|
$ |
17.8 |
|
Investigation and litigation costs
|
|
|
0.9 |
|
|
|
0.5 |
|
|
|
4.2 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total administrative expenses
|
|
$ |
14.5 |
|
|
$ |
9.9 |
|
|
$ |
27.7 |
|
|
$ |
21.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative expenses, excluding investigation and litigation
costs, for the six months ended June 30, 2007, included
costs of $1.4 million incurred in the first quarter of
47
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 three and six months ended
June 30, 2007, included $2.5 million in placement fees
related to securing equity commitments to the Allied Capital
Senior Debt Fund, L.P. See Private Finance,
Allied Capital Senior Debt Fund, L.P. above.
Investigation and litigation costs include costs associated with
requests for information in connection with government
investigations and other legal matters. We expect that we will
continue to incur legal and other costs associated with these
matters. These expenses remain difficult to predict. See
Legal Proceedings below.
Income Tax Expense (Benefit), Including Excise
Tax. Income tax expense
(benefit) for the three and six months ended June 30, 2007
and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ending | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Income tax expense (benefit)
|
|
$ |
1.5 |
|
|
$ |
0.3 |
|
|
$ |
(2.7 |
) |
|
$ |
0.8 |
|
Excise tax expense
|
|
|
4.0 |
|
|
|
3.2 |
|
|
|
7.6 |
|
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit), including excise tax
|
|
$ |
5.5 |
|
|
$ |
3.5 |
|
|
$ |
4.9 |
|
|
$ |
12.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
$4.0 million and $7.6 million for the three and six
months ended June 30, 2007, respectively. See
Dividends and Distributions. While excise tax
expense is presented in the Consolidated Statement of Operations
as a reduction to net investment income, excise tax relates to
both net investment income and net realized gains.
In June 2006, the FASB issued Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, which
clarifies the accounting for uncertainty in income taxes
recognized in an enterprises financial statements in
accordance with FASB Statement No. 109, Accounting for
Income Taxes. This interpretation is effective for fiscal
years beginning after December 15, 2006. The adoption of
this interpretation did not have a significant effect on our
consolidated financial position or our results of operations.
Realized Gains and Losses. Net realized gains
primarily result from the sale of equity securities associated
with certain private finance investments and the realization of
unamortized discount resulting from the sale and early repayment
of private finance loans
48
and commercial mortgage loans, offset by losses on investments.
Net realized gains for the three and six months ended
June 30, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Realized gains
|
|
$ |
87.4 |
|
|
$ |
101.0 |
|
|
$ |
120.6 |
|
|
$ |
537.5 |
|
Realized losses
|
|
|
(12.5 |
) |
|
|
(0.8 |
) |
|
|
(18.1 |
) |
|
|
(4.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
$ |
74.9 |
|
|
$ |
100.2 |
|
|
$ |
102.5 |
|
|
$ |
533.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 six months ended June 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 Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
($ in millions) |
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Reversal of previously recorded net unrealized appreciation
associated with realized gains
|
|
$ |
(55.0 |
) |
|
$ |
(95.6 |
) |
|
$ |
(87.0 |
) |
|
$ |
(489.2 |
) |
Reversal of previously recorded net unrealized depreciation
associated with realized losses
|
|
|
16.6 |
|
|
|
0.5 |
|
|
|
22.3 |
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reversal
|
|
$ |
(38.4 |
) |
|
$ |
(95.1 |
) |
|
$ |
(64.7 |
) |
|
$ |
(486.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gains for the three months ended June 30, 2007 and
2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
HMT, Inc.
|
|
$ |
39.9 |
|
Healthy Pet Corp.
|
|
|
36.6 |
|
Wear Me Apparel Corporation
|
|
|
6.1 |
|
Advantage Sales & Marketing, Inc.
|
|
|
3.1 |
|
Geotrace Technologies, Inc.
|
|
|
1.1 |
|
Other
|
|
|
0.6 |
|
|
|
|
|
Total realized gains
|
|
$ |
87.4 |
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
STS Operating, Inc.
|
|
$ |
94.8 |
|
United Site Services, Inc.
|
|
|
3.3 |
|
MHF Logistical Solutions, Inc.
|
|
|
1.2 |
|
Advantage Sales & Marketing, Inc.
|
|
|
0.6 |
|
Other
|
|
|
1.1 |
|
|
|
|
|
Total realized gains
|
|
$ |
101.0 |
|
|
|
|
|
49
Realized losses for the three months ended June 30, 2007
and 2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Powell Plant Farms, Inc.
|
|
$ |
11.5 |
|
Alaris Consulting, LLC
|
|
|
1.0 |
|
|
|
|
|
Total realized losses
|
|
$ |
12.5 |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Other
|
|
$ |
0.3 |
|
|
|
|
|
|
Total private finance
|
|
|
0.3 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
0.5 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
0.5 |
|
|
|
|
|
Total realized losses
|
|
$ |
0.8 |
|
|
|
|
|
Realized gains for the six months ended June 30, 2007 and
2006 were as follows:
($ in million)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
HMT, Inc.
|
|
$ |
39.9 |
|
Healthy Pet Corp.
|
|
|
36.6 |
|
Palm Coast Data, LLC
|
|
|
20.0 |
|
Wear Me Apparel Corporation
|
|
|
6.1 |
|
Mogas Energy, LLC
|
|
|
4.5 |
|
Tradesmen International, Inc.
|
|
|
3.8 |
|
ForeSite Towers, LLC
|
|
|
3.8 |
|
Advantage Sales & Marketing, Inc.
|
|
|
3.1 |
|
Geotrace Technologies, Inc.
|
|
|
1.1 |
|
Other
|
|
|
1.7 |
|
|
|
|
|
Total realized gains
|
|
$ |
120.6 |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
$ |
433.7 |
|
STS Operating, Inc.
|
|
|
94.8 |
|
United Site Services, Inc.
|
|
|
3.3 |
|
Nobel Learning Communities, Inc.
|
|
|
1.5 |
|
MHF Logistical Solutions, Inc.
|
|
|
1.2 |
|
The Debt Exchange, Inc.
|
|
|
1.1 |
|
Other
|
|
|
1.3 |
|
|
|
|
|
|
Total private finance
|
|
|
536.9 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
0.6 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
0.6 |
|
|
|
|
|
Total realized gains
|
|
$ |
537.5 |
|
|
|
|
|
Realized losses for the six months ended June 30, 2007 and
2006, were as follows:
($ in millions)
|
|
|
|
|
2007 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Powell Plant Farms, Inc.
|
|
$ |
11.5 |
|
Legacy Partners Group, LLC
|
|
|
5.8 |
|
Alaris Consulting, LLC
|
|
|
1.0 |
|
Other
|
|
|
(0.2 |
) |
|
|
|
|
Total realized losses
|
|
$ |
18.1 |
|
|
|
|
|
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Aspen Pet Products, Inc.
|
|
$ |
1.6 |
|
Nobel Learning Communities, Inc.
|
|
|
1.4 |
|
Other
|
|
|
0.6 |
|
|
|
|
|
|
Total private finance
|
|
|
3.6 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
0.8 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
0.8 |
|
|
|
|
|
Total realized losses
|
|
$ |
4.4 |
|
|
|
|
|
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
50
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 June 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.
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
51
must derive a single estimate of enterprise value. To determine
the enterprise value of a portfolio company, we analyze its
historical and projected financial results. This financial and
other information is generally obtained from the portfolio
companies, and may represent unaudited, projected or pro forma
financial information. We generally require portfolio companies
to provide annual audited and quarterly unaudited financial
statements, as well as annual projections for the upcoming
fiscal year. Typically in the private equity business, companies
are bought and sold based on multiples of EBITDA, cash flow, net
income, revenues or, in limited instances, book value. The
private equity industry uses financial measures such as EBITDA
or EBITDAM (Earnings Before Interest, Taxes, Depreciation,
Amortization and, in some instances, Management fees) in order
to assess a portfolio companys financial performance and
to value a portfolio company. EBITDA and EBITDAM are not
intended to represent cash flow from operations as defined by
U.S. generally accepted accounting principles and such
information should not be considered as an alternative to net
income, cash flow from operations, or any other measure of
performance prescribed by U.S. generally accepted accounting
principles. When using EBITDA to determine enterprise value, we
may adjust EBITDA for non-recurring items. Such adjustments are
intended to normalize EBITDA to reflect the portfolio
companys earnings power. Adjustments to EBITDA may include
compensation to previous owners, acquisition, recapitalization,
or restructuring related items or one-time non-recurring income
or expense items.
In determining a multiple to use for valuation purposes, we
generally look to private merger and acquisition statistics, the
entry multiple for the transaction, discounted public trading
multiples or industry practices. In estimating a reasonable
multiple, we consider not only the fact that our portfolio
company may be a private company relative to a peer group of
public comparables, but we also consider the size and scope of
our portfolio company and its specific strengths and weaknesses.
In some cases, the best valuation methodology may be a
discounted cash flow analysis based on future projections. If a
portfolio company is distressed, a liquidation analysis may
provide the best indication of enterprise value.
If there is adequate enterprise value to support the repayment
of our debt, the fair value of our loan or debt security
normally corresponds to cost unless the borrowers
condition or other factors lead to a determination of fair value
at a different amount. The fair value of equity interests in
portfolio companies is determined based on various factors,
including the enterprise value remaining for equity holders
after the repayment of the portfolio companys debt and
other preference capital, and other pertinent factors such as
recent offers to purchase a portfolio company, recent
transactions involving the purchase or sale of the portfolio
companys equity securities, liquidation events, or other
events. The determined equity values are generally discounted
when we have a minority position, restrictions on resale,
specific concerns about the receptivity of the capital markets
to a specific company at a certain time, or other factors.
CDO/CLO Assets are carried at fair value, which is based on a
discounted cash flow model that utilizes prepayment,
re-investment and loss assumptions based on historical
experience and projected performance, economic factors, the
characteristics of the underlying cash flow and comparable
yields for similar bonds and preferred shares/income notes, when
available. We recognize unrealized appreciation or depreciation
on our CDO/CLO Assets as comparable yields in the market change
and/ or based on changes in estimated cash flows resulting from
changes in prepayment, re-investment or loss assumptions in the
underlying collateral pool. We determine the fair value of our
52
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.
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 | |
|
Q1 | |
|
Q2 | |
|
|
| |
|
| |
|
| |
|
| |
Number of private finance portfolio companies reviewed
|
|
|
88 |
|
|
|
92 |
|
|
|
78 |
|
|
|
78 |
|
Percentage of private finance portfolio reviewed at value
|
|
|
91.8 |
% |
|
|
92.1 |
% |
|
|
87.0 |
% |
|
|
89.6 |
% |
Professional fees for third-party valuation assistance were
$1.5 million for the year ended December 31, 2006, and are
estimated to be approximately $1.6 million for 2007.
53
Net Change in Unrealized Appreciation or Depreciation.
Net change in unrealized appreciation or depreciation for the
three and six months ended June 30, 2007 and 2006,
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007(1) | |
|
2006(1) | |
|
2007(1) | |
|
2006(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Net unrealized appreciation (depreciation)
|
|
$ |
27.5 |
|
|
$ |
(21.6 |
) |
|
$ |
119.7 |
|
|
$ |
(5.3 |
) |
Reversal of previously recorded unrealized appreciation
associated with realized gains
|
|
|
(55.0 |
) |
|
|
(95.6 |
) |
|
|
(87.0 |
) |
|
|
(489.2 |
) |
Reversal of previously recorded unrealized depreciation
associated with realized losses
|
|
|
16.6 |
|
|
|
0.5 |
|
|
|
22.3 |
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation
|
|
$ |
(10.9 |
) |
|
$ |
(116.7 |
) |
|
$ |
55.0 |
|
|
$ |
(491.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 Mercury Air Centers, Inc. In April
2007, we signed a definitive agreement to sell our majority
equity interest in Mercury. Based on this definitive agreement,
which was amended in June 2007 to increase the sales price,
Mercury was expected to sell for an enterprise value of
approximately $451 million, subject to pre- and
post-closing adjustments. See Note 3 Portfolio to
our June 30, 2007, consolidated financial statements. At
June 30, 2007, we estimated the enterprise value of Mercury
to be $406 million given that the closing of the
transaction was subject to certain closing conditions, including
regulatory approvals, and the sales price was subject to pre-
and post-closing adjustments and certain holdback provisions.
Using the enterprise value at June 30, 2007, of
$406 million we determined the value of our investments in
Mercury to be $320.1 million, which included unrealized
appreciation of $234.8 million at June 30, 2007. This
is an increase in unrealized appreciation of $18.2 million
for the three months ended June 30, 2007, and
$74.9 million for the six months ended June 30, 2007.
Net change in unrealized appreciation or depreciation included a
decrease in unrealized appreciation of $0.4 million and a
net increase in unrealized appreciation of $4.3 million for
the three and six months ended June 30, 2006, respectively,
on our investment in Mercury. We received valuation assistance
from Duff & Phelps for our investment in Mercury at
June 30, 2007, and December 31, 2006. The transaction
was expected to close in the third quarter of 2007, upon
satisfying certain closing conditions, including regulatory
approvals. See Valuation Methodology
Private Finance above for further discussion of the
third-party valuation assistance we received.
Valuation of Business Loan Express, LLC. Our
investment in BLX totaled $324.6 million at cost and
$220.8 million at value at June 30, 2007, and
$295.3 million at cost and $210.7 million at value at
December 31, 2006. To determine the value of our investment
in BLX at June 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; (3) analysis of merger and
acquisition transactions for financial services companies;
(4) a discounted
54
dividend analysis; and (5) adding BLXs net asset
value (adjusted for certain discounts) to the estimated value of
BLXs business operations, which was determined by using a
discounted cash flow model. In performing the valuation analyses
at June 30, 2007, we continued to consider the impact of
various changes in BLXs business model due to the
competitive environment. We also continued to consider
BLXs current regulatory issues and ongoing investigations
and litigation as well as various strategic alternatives. (See
Private Finance, Business Loan Express,
LLC above.) We received valuation assistance from
Duff & Phelps for our investment in BLX at
June 30, 2007, and December 31, 2006. See
Valuation Methodology Private
Finance above for further discussion of the
third-party valuation assistance we received.
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 June 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 March 31, 2007, and December 31, 2006.
Our investment in BLX at June 30, 2007, was valued at
$220.8 million. This fair value was within the range of
values determined by our valuation analyses discussed above.
Unrealized depreciation on our investment was
$103.8 million at June 30, 2007. Net change in
unrealized appreciation or depreciation included a net decrease
of $19.1 million for both the three and six months ended
June 30, 2007, and a net decrease of $10.9 million and
$33.6 million for the three and six months ended
June 30, 2006, respectively.
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 156.1 million and
143.2 million for the three months ended June 30, 2007
and 2006, respectively, and were 154.4 million and
142.5 million for the six months ended June 30, 2007
and 2006, respectively.
55
Comparison of the Years Ended December 31, 2006, 2005,
and 2004
The following table summarizes our operating results for the
years ended December 31, 2006, 2005, and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent | |
|
|
|
|
|
|
|
Percent | |
|
|
2006 | |
|
2005 | |
|
Change | |
|
Change | |
|
2005 | |
|
2004 | |
|
Change | |
|
Change | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Interest and Related Portfolio Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends
|
|
$ |
386,427 |
|
|
$ |
317,153 |
|
|
$ |
69,274 |
|
|
|
22 |
% |
|
$ |
317,153 |
|
|
$ |
319,642 |
|
|
$ |
(2,489 |
) |
|
|
(1 |
)% |
|
Fees and other income
|
|
|
66,131 |
|
|
|
56,999 |
|
|
|
9,132 |
|
|
|
16 |
% |
|
|
56,999 |
|
|
|
47,448 |
|
|
|
9,551 |
|
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
452,558 |
|
|
|
374,152 |
|
|
|
78,406 |
|
|
|
21 |
% |
|
|
374,152 |
|
|
|
367,090 |
|
|
|
7,062 |
|
|
|
2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
100,600 |
|
|
|
77,352 |
|
|
|
23,248 |
|
|
|
30 |
% |
|
|
77,352 |
|
|
|
75,650 |
|
|
|
1,702 |
|
|
|
2 |
% |
|
Employee
|
|
|
92,902 |
|
|
|
78,300 |
|
|
|
14,602 |
|
|
|
19 |
% |
|
|
78,300 |
|
|
|
53,739 |
|
|
|
24,561 |
|
|
|
46 |
% |
|
Employee stock options
|
|
|
15,599 |
|
|
|
|
|
|
|
15,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
|
39,005 |
|
|
|
69,713 |
|
|
|
(30,708 |
) |
|
|
(44 |
)% |
|
|
69,713 |
|
|
|
34,686 |
|
|
|
35,027 |
|
|
|
101 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
248,106 |
|
|
|
225,365 |
|
|
|
22,741 |
|
|
|
10 |
% |
|
|
225,365 |
|
|
|
164,075 |
|
|
|
61,290 |
|
|
|
37 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
204,452 |
|
|
|
148,787 |
|
|
|
55,665 |
|
|
|
37 |
% |
|
|
148,787 |
|
|
|
203,015 |
|
|
|
(54,228 |
) |
|
|
(27 |
)% |
|
|
Income tax expense (benefit), including excise tax
|
|
|
15,221 |
|
|
|
11,561 |
|
|
|
3,660 |
|
|
|
32 |
% |
|
|
11,561 |
|
|
|
2,057 |
|
|
|
9,504 |
|
|
|
462 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
189,231 |
|
|
|
137,226 |
|
|
|
52,005 |
|
|
|
38 |
% |
|
|
137,226 |
|
|
|
200,958 |
|
|
|
(63,732 |
) |
|
|
(32 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
|
533,301 |
|
|
|
273,496 |
|
|
|
259,805 |
|
|
|
95 |
% |
|
|
273,496 |
|
|
|
117,240 |
|
|
|
156,256 |
|
|
|
133 |
% |
|
Net change in unrealized appreciation or depreciation
|
|
|
(477,409 |
) |
|
|
462,092 |
|
|
|
(939,501 |
) |
|
|
* |
|
|
|
462,092 |
|
|
|
(68,712 |
) |
|
|
530,804 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains (losses)
|
|
|
55,892 |
|
|
|
735,588 |
|
|
|
(679,696 |
) |
|
|
* |
|
|
|
735,588 |
|
|
|
48,528 |
|
|
|
687,060 |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
245,123 |
|
|
$ |
872,814 |
|
|
$ |
(627,691 |
) |
|
|
(72 |
)% |
|
$ |
872,814 |
|
|
$ |
249,486 |
|
|
$ |
623,328 |
|
|
|
250 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
1.68 |
|
|
$ |
6.36 |
|
|
$ |
(4.68 |
) |
|
|
(74 |
)% |
|
$ |
6.36 |
|
|
$ |
1.88 |
|
|
$ |
4.48 |
|
|
|
238 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
145,599 |
|
|
|
137,274 |
|
|
|
8,325 |
|
|
|
6 |
% |
|
|
137,274 |
|
|
|
132,458 |
|
|
|
4,816 |
|
|
|
4 |
% |
|
|
|
|
* |
Net change in unrealized appreciation or depreciation and net
gains (losses) can fluctuate significantly from year to year. |
56
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 years ended December 31, 2006, 2005, and 2004, was
composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private finance loans and debt securities
|
|
$ |
359.9 |
|
|
$ |
251.0 |
|
|
$ |
195.2 |
|
|
CMBS and CDO portfolio
|
|
|
|
|
|
|
29.4 |
|
|
|
93.3 |
|
|
Commercial mortgage loans
|
|
|
8.3 |
|
|
|
7.6 |
|
|
|
9.4 |
|
|
Cash, U.S. Treasury bills, money market and other securities
|
|
|
14.0 |
|
|
|
9.4 |
|
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest
|
|
|
382.2 |
|
|
|
297.4 |
|
|
|
301.0 |
|
Dividends
|
|
|
4.2 |
|
|
|
19.8 |
|
|
|
18.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
$ |
386.4 |
|
|
$ |
317.2 |
|
|
$ |
319.6 |
|
|
|
|
|
|
|
|
|
|
|
The level of interest income, which includes interest paid in
cash and in kind, is directly related to the balance of the
interest-bearing investment portfolio outstanding during the
period multiplied by the weighted average yield. The
interest-bearing investments in the portfolio at value and the
yield on the interest-bearing investments in the portfolio at
December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
($ in millions) |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
Value | |
|
Yield(1) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Private finance loans and debt securities
|
|
$ |
3,185.2 |
|
|
|
11.9 |
% |
|
$ |
2,094.9 |
|
|
|
13.0 |
% |
|
$ |
1,602.9 |
|
|
|
13.9 |
% |
CMBS and CDO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
586.4 |
|
|
|
15.4 |
% |
Commercial mortgage loans
|
|
|
71.9 |
|
|
|
7.5 |
% |
|
|
102.6 |
|
|
|
7.6 |
% |
|
|
95.0 |
|
|
|
6.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,257.1 |
|
|
|
11.8 |
% |
|
$ |
2,197.5 |
|
|
|
12.8 |
% |
|
$ |
2,284.3 |
|
|
|
14.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. The weighted
average yield is computed as of the balance sheet date. |
Our interest income from our private finance loans and debt
securities has increased year over year primarily as a result of
the growth in this portfolio, net of the reduction in yield. The
private finance portfolio yield at December 31, 2006, of
11.9% as compared to the private finance portfolio yield of
13.0% and 13.9% at December 31, 2005 and 2004,
respectively, reflects the mix of debt investments in the
private finance portfolio. The weighted average yield varies
from year to year based on the current stated interest on loans
and debt securities and the amount of loans and debt securities
for which interest is not accruing. See the discussion of the
private finance portfolio yield above under the caption
Portfolio and Investment Activity
Private Finance.
There was no interest income from the CMBS and real
estate-related CDO portfolio in 2006 as we sold this portfolio
on May 3, 2005. The CMBS and CDO portfolio sold had a cost
basis of $718.1 million and a weighted average yield on the
cost basis of the portfolio of approximately 13.8%. We generally
reinvested the principal proceeds from the CMBS and CDO
portfolio into our private finance portfolio.
57
Our interest income from cash, U.S. Treasury bills, money market
and other securities has increased primarily as a result of the
fluctuations in our level of investments in U.S. Treasury bills,
money market and other securities and the weighted average yield
on these securities. During the fourth quarter of 2005, we
established a liquidity portfolio that is composed primarily of
money market and other securities and U.S. Treasury bills.
See Financial Condition, Liquidity and Capital
Resources below. The value and weighted average yield of
the liquidity portfolio was $201.8 million and 5.3%,
respectively, at December 31, 2006, and $200.3 million
and 4.2%, respectively, at December 31, 2005.
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 year to year depending upon the
timing and amount of dividends that are declared or paid by a
portfolio company on preferred or common equity interests.
Dividend income for the year ended December 31, 2006, did
not include any dividends from BLX. See Private
Finance, Business Loan Express, LLC above. Dividend income
for the years ended December 31, 2005 and 2004, included
dividends from BLX on the Class B equity interests held by
us of $14.0 million and $14.8 million, respectively.
For the year ended December 31, 2005, $12.0 million of
these dividends were paid in cash and $2.0 million of these
dividends were paid through the issuance of additional
Class B equity interests. For the year ended
December 31, 2004, the dividends were paid through the
issuance of additional Class B equity interests.
Fees and Other Income. Fees and other income primarily
include fees related to financial structuring, diligence,
transaction services, management and consulting services to
portfolio companies, commitments, guarantees, and other services
and loan prepayment premiums. As a business development company,
we are required to make significant managerial assistance
available to the companies in our investment portfolio.
Managerial assistance includes, but is not limited to,
management and consulting services related to corporate finance,
marketing, human resources, personnel and board member
recruiting, business operations, corporate governance, risk
management and other general business matters.
Fees and other income for the years ended December 31,
2006, 2005, and 2004, included fees relating to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Structuring and diligence
|
|
$ |
37.3 |
|
|
$ |
24.6 |
|
|
$ |
18.4 |
|
Management, consulting and other services provided to portfolio
companies(1)
|
|
|
11.1 |
|
|
|
14.4 |
|
|
|
11.4 |
|
Commitment, guaranty and other fees from portfolio
companies(2)
|
|
|
8.8 |
|
|
|
9.3 |
|
|
|
9.4 |
|
Loan prepayment premiums
|
|
|
8.8 |
|
|
|
6.3 |
|
|
|
5.5 |
|
Other income
|
|
|
0.1 |
|
|
|
2.4 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other
income(3)
|
|
$ |
66.1 |
|
|
$ |
57.0 |
|
|
$ |
47.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
2006 includes $1.8 million in management fees from
Advantage prior to its sale on March 29, 2006. See
Portfolio and Investment Activity above
for further discussion. 2005 and 2004 include $6.5 million
and $3.1 million, respectively, in management fees from
Advantage. |
|
(2) |
Includes guaranty and other fees from BLX of $6.1 million,
$6.3 million, and $6.0 million for 2006, 2005, and
2004, respectively. See Private Finance, Business
Loan Express, LLC above. |
|
(3) |
Fees and other income related to the CMBS and CDO portfolio were
$4.1 million and $6.2 million for 2005 and 2004,
respectively. As noted above, we sold our CMBS and CDO portfolio
on May 3, 2005. |
58
Fees and other income are generally related to specific
transactions or services and therefore may vary substantially
from year to year depending on the level of investment activity
and types of services provided. Loan origination fees that
represent yield enhancement on a loan are capitalized and
amortized into interest income over the life of the loan.
Structuring and diligence fees primarily relate to the level of
new investment originations. Private finance investments funded
were $2.4 billion for the year ended December 31,
2006, as compared to $1.5 billion and $1.1 billion for
the years ended December 31, 2005 and 2004, respectively.
Structuring and diligence fees for the years ended
December 31, 2006, 2005, and 2004, included structuring
fees from companies more than 25% owned totaling
$8.3 million, $9.1 million, and $11.4 million,
respectively.
Loan prepayment premiums for the year ended December 31,
2006, included $5.0 million related to the repayment of our
subordinated debt in connection with the sale of our majority
equity interest in Advantage on March 29, 2006. See
Portfolio and Investment Activity above
for further discussion. While the scheduled maturities of
private finance and commercial real estate loans generally range
from five to ten years, it is not unusual for our borrowers to
refinance or pay off their debts to us ahead of schedule.
Therefore, we generally structure our loans to require a
prepayment premium for the first three to five years of the
loan. Accordingly, the amount of prepayment premiums will vary
depending on the level of repayments and the age of the loans at
the time of repayment.
Mercury, BLX and Advantage. Mercury and BLX were our
largest investments at value at December 31, 2006, and
together represented 9.3% of our total assets. Advantage and BLX
were our largest investments at value at December 31, 2005
and 2004, and together represented 25.3% and 19.0% of our total
assets, respectively.
Total interest and related portfolio income from these
investments for the years ended December 31, 2006, 2005,
and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Mercury
|
|
$ |
9.9 |
|
|
$ |
9.5 |
|
|
$ |
7.4 |
|
BLX
|
|
$ |
19.7 |
|
|
$ |
37.5 |
|
|
$ |
50.0 |
|
Advantage(1)
|
|
$ |
14.1 |
|
|
$ |
37.4 |
|
|
$ |
21.3 |
|
|
|
(1) |
Includes income from the period we had a majority interest only.
See Portfolio and Investment Activity
above for further discussion. |
See Portfolio and Investment Activity
above for further detail on Mercury, BLX and Advantage.
Operating Expenses. Operating expenses include
interest, employee, employee stock options, and administrative
expenses.
Interest Expense. The fluctuations in interest expense
during the years ended December 31, 2006, 2005, and 2004,
were primarily attributable to changes in the level of our
borrowings under various notes payable and our revolving line of
credit. Our borrowing
59
activity and weighted average cost of debt, including fees and
debt financing costs, at and for the years ended
December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Total outstanding debt
|
|
$ |
1,899.1 |
|
|
$ |
1,284.8 |
|
|
$ |
1,176.6 |
|
Average outstanding debt
|
|
$ |
1,491.0 |
|
|
$ |
1,087.1 |
|
|
$ |
985.6 |
|
Weighted average
cost(1)
|
|
|
6.5 |
% |
|
|
6.5 |
% |
|
|
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 $0.9 million and $0.6 million for the years
ended December 31, 2006 and 2005, respectively. See
Dividends and Distributions below.
Interest expense also included interest on our obligations to
replenish borrowed Treasury securities related to our hedging
activities of $0.7 million, $1.4 million, and
$5.2 million for the years ended December 31, 2006,
2005, and 2004, respectively.
Employee Expense. Employee expenses for the years ended
December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Salaries and employee benefits
|
|
$ |
73.8 |
|
|
$ |
57.3 |
|
|
$ |
40.7 |
|
Individual performance award (IPA)
|
|
|
8.1 |
|
|
|
7.0 |
|
|
|
13.4 |
|
IPA mark to market expense (benefit)
|
|
|
2.9 |
|
|
|
2.0 |
|
|
|
(0.4 |
) |
Individual performance bonus (IPB)
|
|
|
8.1 |
|
|
|
6.9 |
|
|
|
|
|
Transition compensation,
net(1)
|
|
|
|
|
|
|
5.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employee expense
|
|
$ |
92.9 |
|
|
$ |
78.3 |
|
|
$ |
53.7 |
|
|
|
|
|
|
|
|
|
|
|
Number of employees at end of period
|
|
|
170 |
|
|
|
131 |
|
|
|
162 |
|
|
|
(1) |
Transition compensation for the year ended December 31,
2005, included $3.1 million of costs under retention
agreements and $3.1 million of transition services bonuses
awarded to certain employees in the commercial real estate group
as a result of the sale of the CMBS and CDO portfolio.
Transition compensation costs were reduced by $1.1 million
for salary reimbursements from CWCapital under a transition
services agreement. |
The change in salaries and employee benefits reflects the effect
of an increase in number of employees, compensation increases,
and the change in mix of employees given their area of
responsibility and relevant experience level. The overall
increase in employee expense during 2006 also reflects the
competitive environment for attracting and retaining talent in
the private equity industry. Salaries and employee benefits
include an accrual for employee bonuses, which are generally
paid annually after the completion of the fiscal year. Salaries
and employee benefits included bonus expense of
$38.2 million, $26.9 million, and $12.4 million
for the years ended December 31, 2006, 2005, and 2004,
respectively.
At December 31, 2006 and 2005, the total accrued bonus was
$38.2 million and $26.9 million, respectively, and was
included in Accounts Payable and Other Liabilities on the
accompanying Balance Sheet.
See Employee Expense included in the
Comparison of the Three and Six Months Ended June 30,
2007 and 2006 above for a discussion of the IPA and the
IPB.
60
Stock Options Expense. In December 2004, the FASB issued
Statement No. 123 (Revised 2004), Share-Based Payment (the
Statement). We adopted the Statement in the first
quarter of 2006 as discussed above under Stock Options
Expense included in the Comparison of the Three and
Six Months Ended June 30, 2007 and 2006. The stock
option expense for the year ended December 31, 2006, was as
follows:
|
|
|
|
|
|
|
|
|
2006 | |
($ in millions) |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
13.2 |
|
|
Options granted on or after January 1, 2006
|
|
|
2.4 |
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
15.6 |
|
|
|
|
|
In addition to the employee stock option expense, for the year
ended December 31, 2006, administrative expense included
$0.2 million of expense related to options granted to
directors during the year. Options granted to non-officer
directors vest on the grant date and therefore, the full expense
is recorded on the grant date.
Administrative Expense. Administrative expenses include
legal and accounting fees, valuation assistance fees, insurance
premiums, the cost of leases for our headquarters in
Washington, DC, and our regional offices, portfolio
origination and development expenses, travel costs, stock record
expenses, directors fees and stock option expense, and
various other expenses. Administrative expenses for the years
ended December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Administrative expenses
|
|
$ |
34.0 |
|
|
$ |
33.3 |
|
|
$ |
30.1 |
|
Investigation and litigation costs
|
|
|
5.0 |
|
|
|
36.4 |
|
|
|
4.6 |
|
|
|
|
|
|
|
|
|
|
|
|
Total administrative expenses
|
|
$ |
39.0 |
|
|
$ |
69.7 |
|
|
$ |
34.7 |
|
|
|
|
|
|
|
|
|
|
|
The increase in administrative expenses, excluding investigation
and litigation costs, for the year ended December 31, 2005,
over the year ended December 31, 2004, was primarily due to
increased expenses related to evaluating potential new
investments of $2.0 million, accounting fees of
$0.8 million, recruiting and employee training costs of
$0.6 million, and valuation assistance fees of
$0.5 million, offset by a decrease in expenses related to a
decline in portfolio workout expenses of $0.6 million.
Investigation and litigation costs include costs associated with
requests for information in connection with government
investigations and other legal matters. We expect that we will
continue to incur legal and other costs associated with these
matters. These expenses remain difficult to predict. See Note
16, Litigation of our Notes to the 2006 Consolidated
Financial Statements and Legal Proceedings below.
Income Tax Expense (Benefit), Including Excise
Tax. Income tax expense
(benefit) for the years ended December 31, 2006, 2005, and
2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Income tax expense (benefit)
|
|
$ |
0.1 |
|
|
$ |
5.4 |
|
|
$ |
1.1 |
|
Excise tax
expense(1)
|
|
|
15.1 |
|
|
|
6.2 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit), including excise tax
|
|
$ |
15.2 |
|
|
$ |
11.6 |
|
|
$ |
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
2006 includes an accrual for estimated excise tax of
$15.4 million for the year ended December 31, 2006,
net of the reversal of over accrued estimated excise taxes
related to 2005 of $0.3 million. |
61
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. In addition,
our estimated annual taxable income for 2006 exceeded our
dividend distributions to shareholders for 2006 from such
taxable income, and such estimated excess taxable income will be
distributed in 2007. Therefore, we will be required to pay a 4%
excise tax on the excess of 98% of our taxable income for 2006
over the amount of actual distributions for 2006. Accordingly,
we accrued an estimated excise tax of $15.4 million for the
year ended December 31, 2006, based upon our current
estimate of annual taxable income for 2006. 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. At December 31, 2006 and 2005, excise tax
payable was $15.4 million and $6.2 million,
respectively, which was included in Accounts Payable and Other
Liabilities on the accompanying Balance Sheet.
Realized Gains and Losses. Net realized gains
primarily result from the sale of equity securities associated
with certain private finance investments, the sale of CMBS bonds
and CDO bonds and preferred shares, and the realization of
unamortized discount resulting from the sale and early repayment
of private finance loans and commercial mortgage loans, offset
by losses on investments. Net realized gains for the years ended
December 31, 2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Realized gains
|
|
$ |
557.5 |
|
|
$ |
343.1 |
|
|
$ |
267.7 |
|
Realized losses
|
|
|
(24.2 |
) |
|
|
(69.6 |
) |
|
|
(150.5 |
) |
|
|
|
|
|
|
|
|
|
|
Net realized gains
|
|
$ |
533.3 |
|
|
$ |
273.5 |
|
|
$ |
117.2 |
|
|
|
|
|
|
|
|
|
|
|
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 years ended December 31, 2006, 2005, and 2004, we
reversed previously recorded unrealized appreciation or
depreciation when gains or losses were realized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005(1) | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Reversal of previously recorded net unrealized appreciation
associated with realized gains
|
|
$ |
(501.5 |
) |
|
$ |
(108.0 |
) |
|
$ |
(210.5 |
) |
Reversal of previously recorded net unrealized depreciation
associated with realized losses
|
|
|
22.5 |
|
|
|
68.0 |
|
|
|
151.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total reversal
|
|
$ |
(479.0 |
) |
|
$ |
(40.0 |
) |
|
$ |
(58.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes the reversal of net unrealized appreciation of
$6.5 million on the CMBS and CDO assets sold and the
related hedges. The net unrealized appreciation recorded on
these assets prior to their sale was determined on an individual
security-by-security basis. The net gain realized upon the sale
of $227.7 million reflects the total value received for the
portfolio as a whole. |
62
Realized gains for the years ended December 31, 2006, 2005,
and 2004, were as follows:
($ in millions)
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Advantage Sales & Marketing,
Inc.(1)
|
|
$ |
434.4 |
|
STS Operating, Inc.
|
|
|
94.8 |
|
Oriental Trading Company, Inc.
|
|
|
8.9 |
|
Advantage Sales & Marketing,
Inc.(2)
|
|
|
4.8 |
|
United Site Services, Inc.
|
|
|
3.3 |
|
Component Hardware Group, Inc.
|
|
|
2.8 |
|
Opinion Research Corporation
|
|
|
1.9 |
|
Nobel Learning Communities, Inc.
|
|
|
1.5 |
|
MHF Logistical Solutions, Inc.
|
|
|
1.2 |
|
The Debt Exchange, Inc.
|
|
|
1.1 |
|
Other
|
|
|
1.5 |
|
|
|
|
|
|
Total private finance
|
|
|
556.2 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
1.3 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
1.3 |
|
|
|
|
|
Total realized gains
|
|
$ |
557.5 |
|
|
|
|
|
|
|
|
|
|
|
2005 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Housecall Medical Resources, Inc.
|
|
$ |
53.7 |
|
Fairchild Industrial Products Company
|
|
|
16.2 |
|
Apogen Technologies Inc.
|
|
|
9.0 |
|
Polaris Pool Systems, Inc.
|
|
|
7.4 |
|
MasterPlan, Inc.
|
|
|
3.7 |
|
U.S. Security Holdings, Inc.
|
|
|
3.3 |
|
Ginsey Industries, Inc.
|
|
|
2.8 |
|
E-Talk Corporation
|
|
|
1.6 |
|
Professional Paint, Inc.
|
|
|
1.6 |
|
Oriental Trading Company, Inc.
|
|
|
1.0 |
|
Woodstream Corporation
|
|
|
0.9 |
|
Impact Innovations Group, LLC
|
|
|
0.8 |
|
DCS Business Services, Inc.
|
|
|
0.7 |
|
Other
|
|
|
3.4 |
|
|
|
|
|
|
Total private finance
|
|
|
106.1 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
CMBS/CDO assets,
net(3)
|
|
|
227.7 |
|
Other
|
|
|
9.3 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
237.0 |
|
|
|
|
|
Total realized gains
|
|
$ |
343.1 |
|
|
|
|
|
|
|
|
|
|
|
2004 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
The Hillman Companies, Inc.
|
|
$ |
150.3 |
|
CorrFlex Graphics, LLC
|
|
|
25.7 |
|
Professional Paint, Inc.
|
|
|
13.7 |
|
Impact Innovations Group, LLC
|
|
|
11.1 |
|
The Hartz Mountain Corporation
|
|
|
8.3 |
|
Housecall Medical Resources, Inc.
|
|
|
7.2 |
|
International Fiber Corporation
|
|
|
5.2 |
|
CBA-Mezzanine Capital Finance, LLC
|
|
|
4.1 |
|
United Pet Group, Inc.
|
|
|
3.8 |
|
Oahu Waste Services, Inc.
|
|
|
2.8 |
|
Grant Broadcasting Systems II
|
|
|
2.7 |
|
Matrics, Inc.
|
|
|
2.1 |
|
SmartMail, LLC
|
|
|
2.1 |
|
Other
|
|
|
7.6 |
|
|
|
|
|
|
Total private finance
|
|
|
246.7 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
CMBS/CDO assets,
net(3)
|
|
|
17.4 |
|
Other
|
|
|
3.6 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
21.0 |
|
|
|
|
|
Total realized gains
|
|
$ |
267.7 |
|
|
|
|
|
|
|
(1) |
Represents the realized gain on our majority equity investment
only. See Private Finance above. |
|
(2) |
Represents a realized gain on our minority equity investment
only. See Private Finance above. |
|
(3) |
Net of net realized losses from related hedges of
$0.7 million and $3.8 million for the years ended
December 31, 2005 and 2004, respectively. |
63
Realized losses for the years ended December 31, 2006,
2005, and 2004, were as follows:
($ in millions)
|
|
|
|
|
|
2006 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Staffing Partners Holding Company, Inc.
|
|
$ |
10.6 |
|
Acme Paging, L.P.
|
|
|
4.7 |
|
Cooper Natural Resources, Inc.
|
|
|
2.2 |
|
Aspen Pet Products, Inc.
|
|
|
1.6 |
|
Nobel Learning Communities, Inc.
|
|
|
1.4 |
|
Other
|
|
|
1.6 |
|
|
|
|
|
|
Total private finance
|
|
|
22.1 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
2.1 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
2.1 |
|
|
|
|
|
Total realized losses
|
|
$ |
24.2 |
|
|
|
|
|
|
|
|
|
|
|
2005 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
Norstan Apparel Shops, Inc.
|
|
$ |
18.5 |
|
Acme Paging, L.P.
|
|
|
13.8 |
|
E-Talk Corporation
|
|
|
9.0 |
|
Garden Ridge Corporation
|
|
|
7.1 |
|
HealthASPex, Inc.
|
|
|
3.5 |
|
MortgageRamp, Inc.
|
|
|
3.5 |
|
Maui Body Works, Inc.
|
|
|
2.7 |
|
Packaging Advantage Corporation
|
|
|
2.2 |
|
Other
|
|
|
3.7 |
|
|
|
|
|
|
Total private finance
|
|
|
64.0 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
5.6 |
|
|
|
|
|
|
Total commercial real estate
|
|
|
5.6 |
|
|
|
|
|
Total realized losses
|
|
$ |
69.6 |
|
|
|
|
|
|
|
|
|
|
|
|
2004 | |
| |
Portfolio Company |
|
Amount | |
|
|
| |
Private Finance:
|
|
|
|
|
American Healthcare Services, Inc.
|
|
$ |
32.9 |
|
The Color Factory, Inc.
|
|
|
24.5 |
|
Executive Greetings, Inc.
|
|
|
19.3 |
|
Sydran Food Services II, L.P.
|
|
|
18.2 |
|
Ace Products, Inc.
|
|
|
17.6 |
|
Prosperco Finanz Holding AG
|
|
|
7.5 |
|
Logic Bay Corporation
|
|
|
5.0 |
|
Sun States Refrigerated Services, Inc.
|
|
|
4.7 |
|
Chickasaw Sales & Marketing, Inc.
|
|
|
3.8 |
|
Sure-Tel, Inc.
|
|
|
2.3 |
|
Liberty-Pittsburgh Systems, Inc.
|
|
|
2.0 |
|
EDM Consulting, LLC
|
|
|
1.9 |
|
Pico Products, Inc.
|
|
|
1.7 |
|
Impact Innovations Group, LLC
|
|
|
1.7 |
|
Interline Brands, Inc.
|
|
|
1.3 |
|
Startec Global Communications Corporation
|
|
|
1.1 |
|
Other
|
|
|
2.7 |
|
|
|
|
|
|
Total private finance
|
|
|
148.2 |
|
|
|
|
|
Commercial Real Estate:
|
|
|
|
|
Other
|
|
|
2.3 |
|
|
|
|
|
|
|
Total commercial real estate
|
|
|
2.3 |
|
|
|
|
|
Total realized losses
|
|
$ |
150.5 |
|
|
|
|
|
Change in Unrealized Appreciation or Depreciation.
For a discussion of our fair value methodology, see
Change in Unrealized Appreciation or Depreciation
included in the Comparison of the Three and Six Months
Ended June 30, 2007 and 2006 above.
Private Finance. We receive third-party valuation
assistance from Duff & Phelps and Houlihan Lokey Howard and
Zukin for our private finance portfolio. See Change in
Unrealized Appreciation or Depreciation included in the
Comparison of the Three and Six Months Ended June 30,
2007 and 2006 above for further discussion of the
third-party
64
valuation assistance we received. For the years ended December
31, 2006 and 2005, we received third-party valuation assistance
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Q4 | |
|
Q3 | |
|
Q2 | |
|
Q1 | |
|
Q4 | |
|
Q3 | |
|
Q2 | |
|
Q1 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Number of private finance portfolio companies reviewed
|
|
|
81 |
|
|
|
105 |
|
|
|
78 |
|
|
|
78 |
|
|
|
80 |
|
|
|
89 |
|
|
|
72 |
|
|
|
36 |
|
Percentage of private finance portfolio reviewed at value
|
|
|
82.9 |
% |
|
|
86.5 |
% |
|
|
89.6 |
% |
|
|
87.0 |
% |
|
|
92.4 |
% |
|
|
89.3 |
% |
|
|
83.0 |
% |
|
|
74.5 |
% |
Professional fees for third-party valuation assistance for the
years ended December 31, 2006, 2005, and 2004, were
$1.5 million, $1.4 million, and $0.9 million,
respectively.
Net Change in Unrealized Appreciation or Depreciation.
Net change in unrealized appreciation or depreciation for the
years ended December 31, 2006, 2005, and 2004, consisted of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006(1) | |
|
2005(1) | |
|
2004(1) | |
($ in millions) |
|
| |
|
| |
|
| |
Net unrealized appreciation or depreciation
|
|
$ |
1.6 |
|
|
$ |
502.1 |
|
|
$ |
(10.0 |
) |
Reversal of previously recorded unrealized appreciation
associated with realized gains
|
|
|
(501.5 |
) |
|
|
(108.0 |
) |
|
|
(210.5 |
) |
Reversal of previously recorded unrealized depreciation
associated with realized losses
|
|
|
22.5 |
|
|
|
68.0 |
|
|
|
151.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation
|
|
$ |
(477.4 |
) |
|
$ |
462.1 |
|
|
$ |
(68.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The net change in unrealized appreciation or depreciation can
fluctuate significantly from year to year. As a result, annual
comparisons may not be meaningful. |
Valuation of Business Loan Express, LLC. Our
investment in BLX totaled $295.3 million at cost and
$210.7 million at value at December 31, 2006, and
$299.4 million at cost and $357.1 million at value at
December 31, 2005. To determine the value of our investment
in BLX at December 31, 2006, we performed numerous
valuation analyses to determine a range of values including:
(1) analysis of comparable public company trading
multiples; (2) analysis of BLXs value assuming an
initial public offering; (3) analysis of merger and
acquisition transactions for financial services companies;
(4) a discounted dividend analysis; and (5) adding
BLXs net asset value (adjusted for certain discounts) to
the value of BLXs business operations, which was
determined by using a discounted cash flow model. In performing
the valuation analyses at December 31, 2006, we considered
the impact of various changes in BLXs business model due
to the competitive environment for small business loans and
BLXs newer non-SBA real estate lending products. We also
considered BLXs regulatory issues and ongoing
investigations when we performed our valuation as of
December 31, 2006. (See Note 3, Portfolio
of our Notes to the 2006 Consolidated Financial Statements.) The
competitive SBA lending environment, our estimates of future
profitability, and the impact of BLXs legal and regulatory
matters resulted in a decrease in the value of our investment in
BLX at December 31, 2006. We received valuation assistance
from Duff & Phelps for our investment in BLX at
December 31, 2006, 2005, and 2004. See Change in
Unrealized Appreciation or Depreciation included in the
Comparison of the Three and Six Months Ended June 30,
2007 and 2006 above for further discussion of the
third-party valuation assistance we received.
65
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 December 31, 2006, was made up of CIT Group, Inc.,
Financial Federal Corporation, GATX Corporation, and Marlin
Business Services Corporation, which is consistent with the
comparable group at December 31, 2005.
Our investment in BLX at December 31, 2006, was valued at
$210.7 million. This fair value was within the range of
values determined by our valuation analyses discussed above.
Unrealized depreciation on our investment was $84.6 million
at December 31, 2006. Net change in unrealized appreciation
or depreciation included a net decrease of $142.3 million
and $32.3 million for the years ended December 31,
2006 and 2004, respectively, and a net increase of
$2.9 million for the year ended December 31, 2005.
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 145.6 million,
137.3 million, and 132.5 million for the years ended
December 31, 2006, 2005, and 2004, respectively.
OTHER MATTERS
Regulated Investment Company Status. We have
elected to be taxed as a regulated investment company under
Subchapter M of the Code. As long as we qualify as a
regulated investment company, we generally 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.
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
66
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
Total regular quarterly dividends to common shareholders were
$2.42, $2.30, and $2.28 per common share for the years ended
December 31, 2006, 2005, and 2004, respectively. An extra
cash dividend of $0.05, $0.03 and $0.02 per common share was
declared during 2006, 2005, and 2004, respectively, and was paid
to shareholders on January 19, 2007, January 27, 2006,
and January 28, 2005, respectively.
Dividends to common shareholders for the six months ended
June 30, 2007 and 2006, were $193.4 million and
$166.6 million, respectively, or $1.27 per common
share for the first half of 2007 and $1.19 per common share
for the first half of 2006.
The Board of Directors has declared a dividend of $0.65 per
common share for both the third and fourth quarters of 2007.
Our Board of Directors reviews the dividend rate quarterly, and
may adjust the quarterly dividend throughout the year. Dividends
are declared considering our estimate of annual taxable income
available for distribution to shareholders and the amount of
taxable income carried over from the prior year for distribution
in the current year. Our goal is to declare what we believe to
be sustainable increases in our regular quarterly dividends. To
the extent that we earn annual taxable income in excess of
dividends paid from such taxable income for the year, we may
carry over the excess taxable income into the next year and such
excess income will be available for distribution in the next
year as permitted under the Code (see discussion below). Such
income will be treated under the Code as having been distributed
during the prior year for purposes of our qualification for RIC
tax treatment for such year. The maximum amount of excess
taxable income that we may carry over for distribution in the
next year under the Code is the total amount of dividends paid
in the following year, subject to certain declaration and
payment guidelines. Excess taxable income carried over and paid
out in the next year is generally subject to a 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
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
67
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.
The summary of our taxable income and distributions of such
taxable income for the years ended December 31, 2006, 2005, and
2004, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
|
|
(ESTIMATED)(1) | |
|
|
|
|
Taxable
income(2)
|
|
$ |
595.5 |
|
|
$ |
445.0 |
|
|
$ |
323.2 |
|
Taxable income earned in current year and carried forward for
distribution in next year
|
|
|
(397.1 |
) |
|
|
(156.5 |
) |
|
|
(26.0 |
) |
Taxable income earned in prior year and carried forward and
distributed in current year
|
|
|
156.5 |
|
|
|
26.0 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends to common shareholders
|
|
$ |
354.9 |
|
|
$ |
314.5 |
|
|
$ |
299.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Our taxable income for 2006 is an estimate and will not be
finally determined until we file our 2006 tax return in
September 2007. Therefore, the final taxable income and the
taxable income earned in 2006 and carried forward for
distribution in 2007 may be different than the estimate above.
See Risk Factors above and Note 10, Dividends
and Distributions and Taxes of our Notes to the 2006
Consolidated Financial Statements. |
|
(2) |
See Note 10, Dividends and Distributions and Taxes
of our Notes to the 2006 Consolidated Financial Statements for
further information on the differences between net income for
book purposes and taxable income. |
Our estimated annual taxable income for 2006 exceeded our
dividend distributions to shareholders for 2006 from such
taxable income, and, therefore, we have carried over excess
taxable income, which is currently estimated to be
$397.1 million, for distribution to shareholders in 2007.
Estimated excess taxable income for 2006 represents
approximately $120.6 million of ordinary income and
approximately $276.5 million of net long-term capital
gains. Our taxable income for 2006 is an estimate and will not
be finally determined until we file our 2006 tax return in
September 2007. Therefore, the excess taxable income earned in
2006 and carried forward for distribution in 2007 may be
different from this estimate.
Dividends paid in 2007 will first be paid out of the excess
taxable income carried over from 2006. For the first and second
quarters of 2007, we paid dividends of $193.4 million. The
remainder of 2006 estimated excess taxable income to be
distributed during the second half of 2007 is approximately
$203.7 million. In accordance with regulated investment
company distribution rules, we must declare current year
dividends to be paid from carried over excess taxable income
from 2006 before we file 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. The third and fourth quarter
dividends will be paid on September 26, 2007, and
December 26, 2007, respectively. We expect that
substantially all of the 2007 dividend payments will be made
from excess 2006 taxable earnings.
68
Given that substantially all of 2007s 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 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 six months ended June 30, 2007, we have
recorded an excise tax of $7.6 million. Excise taxes are
accrued based upon estimated excess taxable income as estimated
taxable income is earned, therefore, the excise tax accrued to
date in 2007 may be adjusted as appropriate in the remainder of
2007 to reflect changes in our estimate of the carry over amount
and additional excise tax may be accrued during the remainder of
2007 as additional excess taxable income is earned, if any. Our
ability to earn the estimated annual taxable income for 2007
depends on many factors, including our ability to make new
investments at attractive yields, the level of repayments in the
portfolio, the realization of gains or losses from portfolio
exits, and the level of operating expenses incurred. See
Managements Discussion and Analysis of Financial
Condition and Results of Operations and Risk
Factors.
In addition to excess taxable income available to be carried
over from one tax year for distribution in the following tax
year, we currently estimate that we have cumulative deferred
taxable income related to installment sale gains of
approximately $220.7 million as of December 31, 2006, which
is composed of cumulative deferred taxable income of
$39.6 million as of December 31, 2005, and
approximately $181.1 million for the year ended
December 31, 2006. These gains have been recognized for
financial reporting purposes in the respective years they were
realized, but generally will be deferred for tax purposes until
the notes or other amounts received from the sale of the related
investments are collected in cash. The installment sale gains
for 2006 are estimates and will not be finally determined until
we file our 2006 tax return in September 2007. See Other
Matters Regulated Investment Company Status
above.
To the extent that installment sale gains are deferred for
recognition in taxable income, we pay interest to the Internal
Revenue Service. Installment-related interest expense for the
six months ended June 30, 2007 and 2006, was
$2.3 million and $0.4 million, respectively, and for
the years ended December 31, 2006 and 2005 was
$0.9 million and $0.6 million, respectively. This
interest is included in interest expense in our consolidated
statement of operations. See Results of
Operations above.
69
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2007, and December 31, 2006 and 2005, our
liquidity portfolio (see below), cash and investments in money
market and other securities, total assets, total debt
outstanding, total shareholders equity, debt to equity
ratio and asset coverage for senior indebtedness were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions) |
|
2007 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
Liquidity portfolio (including money market and other
securities: 2007-$200.7; 2006-$201.8; 2005-$100.0)
|
|
$ |
200.7 |
|
|
$ |
201.8 |
|
|
$ |
200.3 |
|
Cash and investments in money market securities (including money
market and other securities: 2007-$103.7; 2006-$0.4; 2005-$22.0)
|
|
$ |
149.3 |
|
|
$ |
2.1 |
|
|
$ |
53.3 |
|
Total assets
|
|
$ |
5,045.5 |
|
|
$ |
4,887.5 |
|
|
$ |
4,025.9 |
|
Total debt outstanding
|
|
$ |
1,921.8 |
|
|
$ |
1,899.1 |
|
|
$ |
1,284.8 |
|
Total shareholders equity
|
|
$ |
2,991.1 |
|
|
$ |
2,841.2 |
|
|
$ |
2,620.5 |
|
Debt to equity
ratio(1)
|
|
|
0.64 |
|
|
|
0.67 |
|
|
|
0.49 |
|
Asset coverage
ratio(2)
|
|
|
256 |
% |
|
|
250 |
% |
|
|
309 |
% |
|
|
(1) |
The debt to equity ratio adjusted for the liquidity portfolio
and cash and investments in money market securities was 0.53,
0.60, and 0.39 at June 30, 2007, and December 31, 2006
and 2005, 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 six months ended June 30, 2007 and 2006,
and for the years ended December 31, 2006, 2005, and 2004,
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months | |
|
For the Year Ended | |
|
|
Ended June 30, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
122.8 |
|
|
$ |
126.8 |
|
|
$ |
(597.5 |
) |
|
$ |
116.0 |
|
|
$ |
(179.3 |
) |
Add: portfolio investments funded
|
|
|
659.1 |
|
|
|
1,071.2 |
|
|
|
2,257.8 |
|
|
|
1,668.1 |
|
|
|
1,472.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash provided by operating activities before new
investments
|
|
$ |
781.9 |
|
|
$ |
1,198.0 |
|
|
$ |
1,660.3 |
|
|
$ |
1,784.1 |
|
|
$ |
1,293.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 June 30, 2007, and December 31, 2006 and 2005, the
value and yield of the securities in the liquidity portfolio
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
|
Value | |
|
Yield | |
|
Value | |
|
Yield | |
|
Value | |
|
Yield | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
U.S. Treasury bills
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
100.3 |
|
|
|
4.3 |
% |
Money market securities
|
|
|
140.7 |
|
|
|
5.2 |
% |
|
|
161.2 |
|
|
|
5.3 |
% |
|
|
100.0 |
|
|
|
4.1 |
% |
Certificate of
Deposit(1)
|
|
|
60.0 |
|
|
|
5.5 |
% |
|
|
40.6 |
|
|
|
5.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
200.7 |
|
|
|
5.3 |
% |
|
$ |
201.8 |
|
|
|
5.3 |
% |
|
$ |
200.3 |
|
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The certificate of deposit at June 30, 2007, matures in
September 2007. |
70
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.
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
$886.0 million on June 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 six months ended June 30, 2007 and 2006, we sold
new equity of $93.8 million and $83.0 million,
respectively, in public offerings. During the years ended
December 31, 2006 and 2004, we sold new equity of
$295.8 million and $70.3 million, respectively, in public
offerings. We did not sell new equity in a public offering
during the year ended December 31, 2005. During the years
ended December 31, 2005 and 2004, we issued
$7.2 million and $3.2 million, respectively, of our
common stock as consideration for investments. In addition,
shareholders equity increased by $20.4 million,
$15.9 million, $27.7 million, $77.5 million, and
$51.3 million through the exercise of stock options, the
collection of notes receivable from the sale of common stock,
and the issuance of shares through our dividend reinvestment
plan for the six months ended June 30, 2007 and 2006, and
for the years ended December 31, 2006, 2005, and 2004,
respectively.
We currently target a debt to equity ratio ranging between
0.50:1.00 to 0.70:1.00 because we believe that it is prudent to
operate with a larger equity capital base and less leverage.
71
At June 30, 2007, and December 31, 2006 and 2005, we
had outstanding debt as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Annual | |
|
|
|
Annual | |
|
|
|
Annual | |
|
|
|
|
Return to | |
|
|
|
Return to | |
|
|
|
Return to | |
|
|
|
|
Annual | |
|
Cover | |
|
|
|
Annual | |
|
Cover | |
|
|
|
Annual | |
|
Cover | |
|
|
Facility | |
|
Amount | |
|
Interest | |
|
Interest | |
|
Facility | |
|
Amount | |
|
Interest | |
|
Interest | |
|
Facility | |
|
Amount | |
|
Interest | |
|
Interest | |
|
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
|
Payments(2) | |
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
|
Payments(2) | |
|
Amount | |
|
Outstanding | |
|
Cost(1) | |
|
Payments(2) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Notes payable and debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately issued unsecured notes payable
|
|
|
$1,041.8 |
|
|
|
$1,041.8 |
|
|
|
6.1 |
% |
|
|
1.2 |
% |
|
|
$1,041.4 |
|
|
|
$1,041.4 |
|
|
|
6.1 |
% |
|
|
1.3 |
% |
|
|
$1,164.5 |
|
|
|
$1,164.5 |
|
|
|
6.2 |
% |
|
|
1.8 |
% |
|
Publicly issued unsecured notes payable
|
|
|
880.0 |
|
|
|
880.0 |
|
|
|
6.7 |
% |
|
|
1.2 |
% |
|
|
650.0 |
|
|
|
650.0 |
|
|
|
6.6 |
% |
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
SBA debentures
(3)
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
% |
|
|
28.5 |
|
|
|
28.5 |
|
|
|
7.5 |
% |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable and debentures
|
|
|
1,921.8 |
|
|
|
1,921.8 |
|
|
|
6.4 |
% |
|
|
2.4 |
% |
|
|
1,691.4 |
|
|
|
1,691.4 |
|
|
|
6.3 |
% |
|
|
2.2 |
% |
|
|
1,193.0 |
|
|
|
1,193.0 |
|
|
|
6.3 |
% |
|
|
1.9 |
% |
Revolving line of
credit(6)
|
|
|
922.5 |
|
|
|
|
|
|
|
|
%(4) |
|
|
0.1 |
% |
|
|
922.5 |
|
|
|
207.7 |
|
|
|
6.4 |
%(4) |
|
|
0.3 |
% |
|
|
772.5 |
|
|
|
91.8 |
|
|
|
5.6 |
%(4) |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
$2,844.3 |
|
|
|
$1,921.8 |
|
|
|
6.6 |
%(5) |
|
|
2.5 |
% |
|
|
$2,613.9 |
|
|
|
$1,899.1 |
|
|
|
6.5 |
%(5) |
|
|
2.5 |
% |
|
|
$1,965.5 |
|
|
|
$1,284.8 |
|
|
|
6.5 |
% (5) |
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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) |
The annual return to cover interest payments is calculated as
the June 30, 2007, or December 31, 2006 or 2005,
annualized cost of debt per class of financing outstanding
divided by total assets at June 30, 2007, or
December 31, 2006 or 2005, respectively. |
|
(3) |
The SBA debentures were repaid in full during 2006. |
|
(4) |
There were no amounts drawn on the revolving line of credit at
June 30, 2007. The annual interest cost at
December 31, 2006 and 2005, reflects the interest rate
payable for borrowings under the revolving line of credit. In
addition to the current interest rate payable, there were annual
costs of commitment fees, other facility fees and amortization
of debt financing costs of $3.8 million, $3.9 million
and $3.3 million at June 30, 2007, and
December 31, 2006 and 2005, respectively. |
|
(5) |
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. |
|
(6) |
At June 30, 2007, $886.0 million remained unused and
available on the revolving line of credit, net of amounts
committed for standby letters of credit of $36.5 million issued
under the credit facility. |
Privately Issued Unsecured Notes Payable. We
have privately issued unsecured long-term notes to institutional
investors, primarily insurance companies. The notes have five-
or seven-year maturities and fixed rates of interest. The notes
require payment of interest only semi-annually, and all
principal is due upon maturity. At June 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.
On October 16, 2006, we repaid $150.0 million of
unsecured long-term debt that matured. This debt had a fixed
interest rate of 7.2%. We used cash generated from operations
and borrowings on our revolving line of credit to repay this
debt.
On May 1, 2006, we issued $50.0 million of unsecured
long-term debt with a fixed interest rate of 6.8%. This debt
matures in May 2013. The proceeds of this issuance were used to
repay $25 million of 7.5% unsecured long-term debt that
matured on May 1, 2006,
72
and the remainder was used to fund new portfolio investments and
for general corporate purposes.
On October 13, 2005, we issued $261.0 million of
five-year and $89.0 million of seven-year unsecured
long-term notes, primarily to insurance companies. The five-and
seven-year notes have fixed interest rates of 6.2% and 6.3%,
respectively, and have substantially the same terms as our
existing unsecured long-term notes. We used a portion of the
proceeds from the new long-term note issuance to repay
$125.0 million of our existing unsecured long-term notes
that matured on October 15, 2005, and had an annual
weighted average interest cost of 8.3%. During the second
quarter of 2005, we repaid $40.0 million of the unsecured
notes payable.
Publicly Issued Unsecured Notes Payable. At
June 30, 2007, we had outstanding publicly issued unsecured
notes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Maturity Date | |
($ 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.
Small Business Administration Debentures. Through
our small business investment company subsidiary, we had
debentures payable to the Small Business Administration
(SBA) with contractual maturities of ten years. The notes
required payment of interest only semi-annually, and all
principal was due upon maturity. For the years ended
December 31, 2006 and 2005, we repaid $28.5 million
and $49.0 million, respectively, of this outstanding debt.
At December 31, 2006, we had no outstanding borrowings from
the SBA. Allied Investments L.P., our Small Business Investment
Company (SBIC) subsidiary, surrendered its SBIC license and on
October 1, 2006, Allied Investments L.P. was merged into
its parent, Allied Capital Corporation. Therefore, the SBA is no
longer a source of debt capital for us.
Revolving Line of Credit. At June 30, 2007,
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
73
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 June 30, 2007, there were no outstanding borrowings on
our unsecured revolving line of credit. The amount available
under the line at June 30, 2007, was $886.0 million,
net of amounts committed for standby letters of credit of
$36.5 million. Net repayments under the revolving line of
credit for the six months ended June 30, 2007, were
$207.8 million. Net borrowings under the revolving line of
credit for the year ended December 31, 2006, were
$116.0 million.
We have various financial and operating covenants required by
the revolving line of credit and the privately issued unsecured
notes payable outstanding at June 30, 2007. These covenants
require us to maintain certain financial ratios, including debt
to equity and interest coverage, and a minimum net worth. These
credit facilities provide for customary events of default,
including, but not limited to, payment defaults, breach of
representations or covenants, cross-defaults, bankruptcy events,
failure to pay judgments, attachment of our assets, change of
control and the issuance of an order of dissolution. Certain of
these events of default are subject to notice and cure periods
or materiality thresholds. Our credit facilities limit our
ability to declare dividends if we default under certain
provisions. As of June 30, 2007, and December 31, 2006
and 2005, we were in compliance with these covenants.
We have certain financial and operating covenants that are
required by the publicly issued unsecured notes payable,
including that we will maintain a minimum ratio of 200% of total
assets to total borrowings, as required by the Investment
Company Act of 1940, as amended, while these notes are
outstanding. At June 30, 2007, and December 31, 2006,
we were in compliance with these covenants.
The following table shows our significant contractual
obligations for the repayment of debt and payment of other
contractual obligations as of June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Year | |
|
|
|
|
| |
|
|
|
|
|
|
After | |
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 | |
|
2011 | |
|
2011 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Unsecured notes payable
|
|
$ |
1,921.8 |
|
|
$ |
|
|
|
$ |
153.0 |
|
|
$ |
269.3 |
|
|
$ |
408.0 |
|
|
$ |
472.5 |
|
|
$ |
619.0 |
|
Revolving line of
credit(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases
|
|
|
22.4 |
|
|
|
2.2 |
|
|
|
4.4 |
|
|
|
4.6 |
|
|
|
4.5 |
|
|
|
1.8 |
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$ |
1,944.2 |
|
|
$ |
2.2 |
|
|
$ |
157.4 |
|
|
$ |
273.9 |
|
|
$ |
412.5 |
|
|
$ |
474.3 |
|
|
$ |
623.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
At June 30, 2007, $886.0 million remained unused and
available on the revolving line of credit, net of amounts
committed for standby letters of credit of $36.5 million
issued under the credit facility. |
74
Off-Balance Sheet Arrangements
In the ordinary course of business, we have issued guarantees
and have extended standby letters of credit through financial
intermediaries on behalf of certain portfolio companies. We have
generally issued guarantees of debt, rental and lease
obligations. Under these arrangements, we would be required to
make payments to third-party beneficiaries if the portfolio
companies were to default on their related payment obligations.
The following table shows our guarantees and standby letters of
credit that may have the effect of creating, increasing, or
accelerating our liabilities as of June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Commitment Expiration Per Year | |
|
|
|
|
| |
|
|
|
|
|
|
After | |
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
2011 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Guarantees
|
|
$ |
220.9 |
|
|
$ |
3.3 |
|
|
$ |
3.0 |
|
|
$ |
208.3 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
Standby letters of
credit(1)
|
|
|
36.5 |
|
|
|
3.9 |
|
|
|
32.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
commitments(2)
|
|
$ |
257.4 |
|
|
$ |
7.2 |
|
|
$ |
35.6 |
|
|
$ |
208.3 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Standby letters of credit are issued under our revolving line of
credit that expires in September 2008. Therefore, unless a
standby letter of credit is set to expire at an earlier date, we
have assumed that the standby letters of credit will expire
contemporaneously with the expiration of our line of credit in
September 2008. |
|
(2) |
Our most significant commitments relate to our investment in
Business Loan Express, LLC (BLX), which commitments totaled
$228.8 million at June 30, 2007. At June 30,
2007, we guaranteed 50% of the outstanding total obligations on
BLXs revolving line of credit, which expires in
March 2009, for a total guaranteed amount of
$205.8 million and we had also provided four standby
letters of credit totaling $20.0 million in connection with
four term securitizations completed by BLX. In addition, we have
agreed to purchase the $3.0 million of Class A equity
interests purchased by the chief executive officer of BLX at
fair value in the event that BLX amends or otherwise
restructures its existing senior credit facility or he is
terminated for any reason. See Private
Finance, Business Loan Express, LLC above for further
discussion. |
In addition, we had outstanding commitments to fund investments
totaling $450.2 million at June 30, 2007. See
Portfolio and Investment Activity
Outstanding Commitments above. We intend to fund these
commitments and prospective investment opportunities with
existing cash, through cash flow from operations before new
investments, through borrowings under our line of credit or
other long-term debt agreements, or through the sale or issuance
of new equity capital.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are based on the selection
and application of critical accounting policies, which require
management to make significant estimates and assumptions.
Critical accounting policies are those that are both important
to the presentation of our financial condition and results of
operations and require managements most difficult,
complex, or subjective judgments. Our critical accounting
policies are those 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
75
amount for which an investment could be exchanged in an orderly
disposition over a reasonable period of time between willing
parties other than in a forced or liquidation sale. Our
valuation policy considers the fact that no ready market exists
for substantially all of the securities in which we invest. Our
valuation policy is intended to provide a consistent basis for
determining the fair value of the portfolio. We will record
unrealized depreciation on investments when we believe that an
investment has become impaired, including where collection of a
loan or realization of an equity security is doubtful, or when
the enterprise value of the portfolio company does not currently
support the cost of our debt or equity investments. Enterprise
value means the entire value of the company to a potential
buyer, including the sum of the values of debt and equity
securities used to capitalize the enterprise at a point in time.
We will record unrealized appreciation if we believe that the
underlying portfolio company has appreciated in value and/ or
our equity security has also appreciated in value. The value of
investments in publicly traded securities is determined using
quoted market prices discounted for restrictions on resale, if
any.
See Results of Operations Change
in Unrealized Appreciation or Depreciation above for more
discussion on portfolio valuation.
Loans and Debt Securities. For loans
and debt securities, fair value generally approximates cost
unless the borrowers enterprise value, overall financial
condition or other factors lead to a determination of fair value
at a different amount. The value of loan and debt securities may
be greater than our cost basis if the amount that would be
repaid on the loan or debt security upon the sale 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.
Interest income is recorded on an accrual basis to the extent
that such amounts are expected to be collected. For loans and
debt securities with contractual payment-in-kind interest, which
represents contractual interest accrued and added to the loan
balance that generally becomes due at maturity, we will not
accrue payment-in-kind interest if the portfolio company
valuation indicates that the payment-in-kind interest is not
collectible. In general, interest is not accrued on loans and
debt securities if we have doubt about interest collection or
where the enterprise value of the portfolio company may not
support further accrual. Loans in workout status do not accrue
interest. In addition, interest may not accrue on loans or debt
securities to portfolio companies that are more than 50% owned
by us depending on such companys capital requirements.
Loan origination fees, original issue discount, and market
discount are capitalized and then amortized into interest income
using a method that approximates the effective interest method.
Upon the prepayment of a loan or debt security, any unamortized
loan origination fees are recorded as interest income and any
unamortized original issue discount or market discount is
recorded as a realized gain. Prepayment premiums are recorded on
loans and debt securities when received.
Equity Securities. Our equity
securities in portfolio companies for which there is no liquid
public market are valued at fair value based on the enterprise
value of the portfolio company, which is determined using
various factors, including cash flow from operations of the
portfolio company, multiples at which private companies are
bought and
76
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 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 year,
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.
77
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.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our business activities contain elements of risk. We consider
the principal types of market risk to be fluctuations in
interest rates. We consider the management of risk essential to
conducting our businesses. Accordingly, our risk management
systems and procedures are designed to identify and analyze our
risks, to set appropriate policies and limits and to continually
monitor these risks and limits by means of reliable
administrative and information systems and other policies and
programs.
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-
78
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 June 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 1% over a one year horizon. Although management
believes that this measure is indicative of our sensitivity to
interest rate changes, it does not adjust for potential changes
in credit quality, size and composition of the assets on the
balance sheet and other business developments that could affect
net increase in net assets resulting from operations, or net
income. Accordingly, no assurances can be given that actual
results would not differ materially from the potential outcome
simulated by this estimate.
In addition, we may have risk regarding portfolio valuation. See
Business Portfolio Valuation.
79
SENIOR SECURITIES
Information about our senior securities is shown in the
following tables as of December 31 for the years indicated in
the table, unless otherwise noted. The report of our independent
registered public accounting firm on the senior securities table
as of December 31, 2006, is attached as an exhibit to the
registration statement of which this prospectus is a part. The
indicates information which the SEC expressly
does not require to be disclosed for certain types of senior
securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amount | |
|
|
|
|
|
|
|
|
Outstanding | |
|
|
|
Involuntary |
|
|
|
|
Exclusive of | |
|
Asset | |
|
Liquidating |
|
Average | |
|
|
Treasury | |
|
Coverage | |
|
Preference |
|
Market Value | |
Class and Year |
|
Securities(1) | |
|
Per Unit(2) | |
|
Per Unit(3) |
|
Per Unit(4) | |
|
|
| |
|
| |
|
|
|
| |
Privately Issued Unsecured Notes Payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
180,000,000 |
|
|
|
2,734 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
419,000,000 |
|
|
|
2,283 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
544,000,000 |
|
|
|
2,445 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
694,000,000 |
|
|
|
2,453 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
694,000,000 |
|
|
|
2,704 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
854,000,000 |
|
|
|
3,219 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
981,368,000 |
|
|
|
2,801 |
|
|
|
|
|
|
|
N/A |
|
2005(5)
|
|
|
1,164,540,000 |
|
|
|
3,086 |
|
|
|
|
|
|
|
N/A |
|
2006(5)
|
|
|
1,041,400,000 |
|
|
|
2,496 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30,
unaudited)(6)
|
|
|
1,041,815,000 |
|
|
|
2,556 |
|
|
|
|
|
|
|
N/A |
|
|
Publicly Issued Unsecured Notes Payable |
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2005(5)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2006(5)
|
|
|
650,000,000 |
|
|
|
2,496 |
|
|
|
|
|
|
$ |
1,000 |
|
2007 (as of June 30,
unaudited)(6)
|
|
|
880,000,000 |
|
|
|
2,556 |
|
|
|
|
|
|
$ |
745 |
|
|
Revolving Lines of Credit |
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
38,842,000 |
|
|
$ |
2,215 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
95,000,000 |
|
|
|
2,734 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
82,000,000 |
|
|
|
2,283 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
82,000,000 |
|
|
|
2,445 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
144,750,000 |
|
|
|
2,453 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
204,250,000 |
|
|
|
2,704 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
112,000,000 |
|
|
|
2,801 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
91,750,000 |
|
|
|
3,086 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
207,750,000 |
|
|
|
2,496 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amount | |
|
|
|
|
|
|
|
|
Outstanding | |
|
|
|
Involuntary |
|
|
|
|
Exclusive of | |
|
Asset | |
|
Liquidating |
|
Average | |
|
|
Treasury | |
|
Coverage | |
|
Preference |
|
Market Value | |
Class and Year |
|
Securities(1) | |
|
Per Unit(2) | |
|
Per Unit(3) |
|
Per Unit(4) | |
|
|
| |
|
| |
|
|
|
| |
Small Business Administration
Debentures(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
54,300,000 |
|
|
$ |
2,215 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
47,650,000 |
|
|
|
2,734 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
62,650,000 |
|
|
|
2,283 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
78,350,000 |
|
|
|
2,445 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
94,500,000 |
|
|
|
2,453 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
94,500,000 |
|
|
|
2,704 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
94,500,000 |
|
|
|
3,219 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
77,500,000 |
|
|
|
2,801 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
28,500,000 |
|
|
|
3,086 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
|
Overseas Private Investment Corporation
Loan |
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
8,700,000 |
|
|
$ |
2,215 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
5,700,000 |
|
|
|
2,734 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
5,700,000 |
|
|
|
2,283 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
5,700,000 |
|
|
|
2,445 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
5,700,000 |
|
|
|
2,453 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
5,700,000 |
|
|
|
2,704 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
5,700,000 |
|
|
|
3,219 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
5,700,000 |
|
|
|
2,801 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
|
Auction Rate Reset Note |
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
76,598,000 |
|
|
|
2,445 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
81,856,000 |
|
|
|
2,453 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
|
Master Repurchase Agreement and Master Loan and Security
Agreement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
225,821,000 |
|
|
$ |
2,215 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
6,000,000 |
|
|
|
2,734 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
23,500,000 |
|
|
|
2,283 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
81
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Amount | |
|
|
|
|
|
|
|
|
Outstanding | |
|
|
|
Involuntary | |
|
|
|
|
Exclusive of | |
|
Asset | |
|
Liquidating | |
|
Average | |
|
|
Treasury | |
|
Coverage | |
|
Preference | |
|
Market Value | |
Class and Year |
|
Securities(1) | |
|
Per Unit(2) | |
|
Per Unit(3) | |
|
Per Unit(4) | |
|
|
| |
|
| |
|
| |
|
| |
|
Senior Note
Payable(8) |
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
20,000,000 |
|
|
$ |
2,215 |
|
|
$ |
|
|
|
|
N/A |
|
1998
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
1999
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2000
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2001
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2002
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2003
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2004
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
|
Redeemable Cumulative Preferred
Stock(7)(9) |
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
1,000,000 |
|
|
$ |
217 |
|
|
$ |
100 |
|
|
|
N/A |
|
1998
|
|
|
1,000,000 |
|
|
|
267 |
|
|
|
100 |
|
|
|
N/A |
|
1999
|
|
|
1,000,000 |
|
|
|
225 |
|
|
|
100 |
|
|
|
N/A |
|
2000
|
|
|
1,000,000 |
|
|
|
242 |
|
|
|
100 |
|
|
|
N/A |
|
2001
|
|
|
1,000,000 |
|
|
|
244 |
|
|
|
100 |
|
|
|
N/A |
|
2002
|
|
|
1,000,000 |
|
|
|
268 |
|
|
|
100 |
|
|
|
N/A |
|
2003
|
|
|
1,000,000 |
|
|
|
319 |
|
|
|
100 |
|
|
|
N/A |
|
2004
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
Non-Redeemable Cumulative
Preferred Stock(7) |
|
|
|
|
|
|
|
|
|
|
|
|
1997
|
|
$ |
6,000,000 |
|
|
$ |
217 |
|
|
$ |
100 |
|
|
|
N/A |
|
1998
|
|
|
6,000,000 |
|
|
|
267 |
|
|
|
100 |
|
|
|
N/A |
|
1999
|
|
|
6,000,000 |
|
|
|
225 |
|
|
|
100 |
|
|
|
N/A |
|
2000
|
|
|
6,000,000 |
|
|
|
242 |
|
|
|
100 |
|
|
|
N/A |
|
2001
|
|
|
6,000,000 |
|
|
|
244 |
|
|
|
100 |
|
|
|
N/A |
|
2002
|
|
|
6,000,000 |
|
|
|
268 |
|
|
|
100 |
|
|
|
N/A |
|
2003
|
|
|
6,000,000 |
|
|
|
319 |
|
|
|
100 |
|
|
|
N/A |
|
2004
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2005
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2006
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
2007 (as of June 30, unaudited)
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
|
N/A |
|
|
|
(1) |
Total amount of each class of senior securities outstanding at
the end of the period presented. |
|
(2) |
The asset coverage ratio for a class of senior securities
representing indebtedness is calculated as our consolidated
total assets, less all liabilities and indebtedness not
represented by senior securities, divided by senior securities
representing indebtedness. This asset coverage ratio is
multiplied by $1,000 to determine the Asset Coverage Per Unit.
The asset coverage ratio for a class of senior securities that
is preferred stock is calculated as our consolidated total
assets, less all liabilities and indebtedness not represented by
senior securities, divided by senior securities representing
indebtedness, plus the involuntary liquidation preference of the
preferred stock (see footnote 3). The Asset Coverage Per
Unit for preferred stock is expressed in terms of dollar amounts
per share. |
|
(3) |
The amount to which such class of senior security would be
entitled upon the involuntary liquidation of the issuer in
preference to any security junior to it. |
|
(4) |
Not applicable, except for publicly issued unsecured notes
payable, as other senior securities are not registered for
public trading. The average market value of the publicly issued
unsecured notes payable is calculated as the weighted average
face value of the notes. On August 17, 2007, the closing
price of our $230 million 6.875% Notes due 2047 was $20.04
per share. |
|
(5) |
See Note 4 to our 2006 consolidated financial statements for a
description of the terms. |
|
(6) |
See Note 4 to our June 30, 2007, consolidated
financial statements for a description of the terms. |
|
(7) |
Issued by our small business investment company subsidiary to
the Small Business Administration. These categories of senior
securities were not subject to the asset coverage requirements
of the 1940 Act. During 2006, our small business investment
company (SBIC) subsidiary surrendered its SBIC license and was
merged into its parent. |
|
(8) |
We were the obligor on $15 million of the senior notes. Our
small business investment company subsidiary was the obligor on
the remaining $5 million, which was not subject to the
asset coverage requirements of the 1940 Act. |
|
(9) |
The Redeemable Cumulative Preferred Stock was reclassified to
Other Liabilities on the accompanying financial statements
during 2003 in accordance with SFAS No. 150. |
82
BUSINESS
General
We are a business development company, or BDC, in the private
equity business and we are internally managed. Specifically, we
provide long-term debt and equity capital to primarily private
middle market companies in a variety of industries. We believe
the private equity capital markets are important to the growth
of small and middle market companies because such companies
often have difficulty accessing the public debt and equity
capital markets. We believe that we are well positioned to be a
source of capital for such companies. We provide our investors
the opportunity to participate in the U.S. private equity
industry through an investment in our publicly traded stock.
We have participated in the private equity business since we
were founded in 1958. Since then through June 30, 2007, we
have invested more than $12 billion in thousands of
companies nationwide. We primarily invest in the American
entrepreneurial economy, helping to build middle market
businesses and support American jobs. We generally invest in
established companies with adequate cash flow for debt service
and are well positioned for growth. We are not venture
capitalists, and we generally do not provide seed, or early
stage, capital. At June 30, 2007, our private finance
portfolio included investments in 143 companies that generate
aggregate annual revenues of over $12 billion and employ
more than 85,000 people.
Our investment objective is to achieve current income and
capital gains. In order to achieve this objective, we primarily
invest in debt and equity securities of private companies in a
variety of industries. However, from time to time, we may invest
in companies that are public but lack access to additional
public capital.
Private Equity Investing
As a private equity investor, we spend significant time and
effort identifying, structuring, performing due diligence,
monitoring, developing, valuing, and ultimately exiting our
investments. We generally target companies in less cyclical
industries with, among other things, high returns on invested
capital, management teams with meaningful equity ownership,
well-constructed balance sheets, and the ability to generate
free cash flow. Each investment is subject to an extensive due
diligence process. It is not uncommon for a single investment to
take from two months to a full year to complete, depending on
the complexity of the transaction.
Our investment activity is primarily focused on making long-term
investments in the debt and equity of primarily private middle
market companies. These investments are generally long-term in
nature and privately negotiated, and no readily available market
exists for them. This makes our investments highly illiquid and,
as a result, we cannot readily trade them. When we make an
investment, we enter into a long-term arrangement where our
ultimate exit from that investment may be three to ten years in
the future.
We believe illiquid investments generally provide better
investment returns on average over time than do more liquid
investments, such as public equities and public debt
instruments, because of the increased liquidity risk in holding
such investments. Investors in illiquid investments cannot
manage risk through investment trading techniques. In order to
manage our risk, we focus on careful investment selection,
thorough due diligence,
83
portfolio monitoring and portfolio diversification. Our
investment management processes have been designed to
incorporate these disciplines.
We have focused on investments in the debt and equity of
primarily private middle market companies because they can be
structured to provide recurring cash flow to us as the investor.
In addition to earning interest income, we may earn income from
management, consulting, diligence, structuring or other fees. We
may also enhance our total return with capital gains realized
from investments in equity instruments or from equity features,
such as nominal cost warrants. For the period January 1,
1998, through June 30, 2007, we realized $1.2 billion
in cumulative net realized gains from our investment portfolio.
Net realized gains for the years 1998 through 2006 as a
percentage of total assets are shown in the chart below.
One measure of the performance of a private equity investor is
the internal rate of return generated by the investors
portfolio. Since our merger on December 31, 1997, through
June 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 $4.3 billion. The weighted average holding period
of these investments was 36 months. Investments are
considered to be exited when the original investment objective
has been achieved through the receipt of cash
and/or non-cash
consideration upon the repayment of our debt investment or sale
of an equity investment, or through the determination that no
further consideration was collectible and, thus, a loss may have
been realized. The aggregate cash flow IRR for private finance
investments exited was approximately 21% and for CMBS/CDO
investments exited was approximately 24% for the same
period. The weighted average holding period of the private
finance and CMBS/CDO investments was 46 months and
22 months, respectively, for the same period. These IRR
results represent historical results. Historical results are not
necessarily indicative of future results.
We believe our business model is well suited for long-term
illiquid investing. Our balance sheet is capitalized with
significant equity capital and we use only a modest level of
debt capital, which allows us the ability to be patient and to
manage through difficult
84
market conditions with less risk of liquidity issues. Under the
1940 Act, we are restricted to a debt to equity ratio of
approximately one-to-one. Thus, our capital structure, which
includes a modest level of long-term leverage, is well suited
for long-term illiquid investments.
In general, we compete for investments with a large number of
private equity funds and mezzanine funds, other business
development companies, hedge funds, 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. However, we primarily compete with other providers of
long-term debt and equity capital to middle market companies,
including private equity funds and other business development
companies.
We are internally managed, led by an experienced management team
with our senior officers and managing directors possessing, on
average, 22 years of experience. At June 30, 2007, we
had 173 employees focused on transaction sourcing,
origination and execution, portfolio monitoring, accounting,
valuation and other operational and administrative activities.
We are headquartered in Washington, DC, with offices in
New York, NY, Chicago, IL, and Los Angeles, CA and
have a centralized approval process.
Private Finance Portfolio. Our private finance
portfolio is primarily composed of debt and equity securities.
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. These investments are also
generally illiquid.
Our capital is generally used to fund:
|
|
|
Buyouts
|
|
Recapitalizations |
Acquisitions
|
|
Note purchases |
Growth
|
|
Other types of financings |
When assessing a prospective private finance investment, we
generally look for companies in less cyclical industries in the
middle market (i.e., generally $50 million to
$500 million in revenues) with certain target
characteristics, which may or may not be present in the
companies in which we invest. Our target investments generally
are in companies with the following characteristics:
|
|
|
|
|
Management team with meaningful equity ownership |
|
|
|
Dominant or defensible market position |
|
|
|
High return on invested capital |
|
|
|
Stable operating margins |
|
|
|
Ability to generate free cash flow |
|
|
|
Well-constructed balance sheet |
We generally invest in companies in the following industries:
|
|
|
Business
Services
|
|
Industrial Products |
Consumer
Products
|
|
Consumer Services |
Financial
Services
|
|
|
85
We intend to take a balanced approach to private equity
investing that emphasizes a complementary mix of debt
investments and buyout investments. The combination of these two
types of investments provides current interest and related
portfolio income and the potential for future capital gains. Our
strategy is to manage risk in these investments through the
structure and terms of our debt and equity investments. It is
our preference to structure our investments with a focus on
current recurring interest and other income, which may include
management, consulting or other fees. We generally target debt
investments of $10 million to $150 million and buyout
investments of up to $300 million of invested capital.
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. We may make equity investments for a minority
equity stake in portfolio companies or may receive equity
features, such as nominal cost warrants, in conjunction with our
debt investments. We generally target a minimum weighted average
portfolio yield of 10% on the debt investments in our private
finance portfolio.
Senior loans may carry a fixed rate of interest or a floating
rate of interest, usually set as a spread over LIBOR, and
generally require payments of both principal and interest
throughout the life of the loan. Senior loans generally have
contractual maturities of three to six years and interest is
generally paid to us 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 us
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 us quarterly.
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. Repayments include repayments of senior
debt funded by us that was subsequently sold by us or refinanced
or repaid by the portfolio companies.
We may also invest in the bonds or preferred shares/income notes
of collateralized loan obligations (CLOs) or collateralized debt
obligations (CDOs), where the underlying collateral pool
consists of senior loans. Certain of the CLOs and CDOs in which
we invest may be managed by Callidus Capital Management, a
subsidiary of Callidus.
86
In a buyout transaction, we generally invest in senior debt,
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. If we invest in non-voting equity in a
buyout investment, we generally have an option to acquire a
controlling stake in the voting securities of the portfolio
company at fair market value. We generally structure our buyout
investments such that we seek to earn a blended current return
on our total capital invested of approximately 10% through a
combination of interest income on our senior loans and
subordinated debt, dividends on our preferred and common equity,
and management, consulting, or transaction services fees to
compensate us for the managerial assistance that we may provide
to the portfolio company. As a result of our significant equity
investment in a buyout investment there is potential to realize
larger capital gains through buyout investing as compared to
debt or mezzanine investing.
The structure of each debt and equity security is specifically
negotiated to enable us to protect our investment, with a focus
on preservation of capital, 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 senior loans and unitranche
debt are generally secured, however in a liquidation scenario,
the collateral, if any, may not be sufficient to support our
outstanding investment. Our junior or mezzanine loans are
generally unsecured. Our investments may be subject to certain
restrictions on resale and generally have no established trading
market.
At June 30, 2007, 68.6% of the private finance portfolio at
value consisted of loans and debt securities and 31.4% consisted
of equity securities (equity securities included 29.6% in
investment cost basis and 1.8% in net unrealized appreciation).
At June 30, 2007, 90% of our private finance loans and debt
securities carried a fixed rate of interest and 10% carried a
floating rate of interest. The mix of fixed and variable rate
loans and debt securities in the portfolio may vary depending on
the level of floating rate senior loans or unitranche debt in
the portfolio at a given time. The weighted average yield on our
private finance loans and debt securities was 11.7% at
June 30, 2007.
At June 30, 2007, 39.3% of the private finance investments
at value were in companies more than 25% owned, 9.6% were in
companies 5% to 25% owned, and 51.1% were in companies less than
5% owned.
87
Our ten largest investments at value at June 30, 2007, were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2007 | |
($ in millions) |
|
|
|
| |
|
|
|
|
|
|
Unrealized | |
|
|
Portfolio |
|
|
|
|
|
Appreciation | |
|
|
|
Percentage of | |
Company |
|
Company Information |
|
Cost | |
|
(Depreciation) | |
|
Value | |
|
Total Assets | |
|
|
|
|
| |
|
| |
|
| |
|
| |
Mercury Air Centers, Inc.
(1,2)
|
|
Owns and operates fixed base operations generally under long-
term leases from local airport authorities, which consist of
terminal and hangar complexes that service the needs of the
general aviation community. |
|
$ |
85.3 |
|
|
$ |
234.8 |
|
|
$ |
320.1 |
|
|
|
6.3% |
|
|
Business Loan Express,
LLC(1)
|
|
Originates, sells, and services primarily real estate secured
loans, generally for businesses with financing needs of up to
$8.0 million. Provides primarily real estate secured
conventional small business loans, SBA 7(a) loans, and
small investment real estate loans. |
|
$ |
324.6 |
|
|
$ |
(103.8 |
) |
|
$ |
220.8 |
|
|
|
4.4% |
|
|
WMA Equity Corporation and Affiliates d/b/a/ Wear Me Apparel
|
|
Designer and marketer of licensed and private childrens
apparel. |
|
$ |
182.7 |
|
|
$ |
|
|
|
$ |
182.7 |
|
|
|
3.6% |
|
|
Norwesco, Inc.
|
|
Designs, manufactures and markets a broad assortment of
polyethylene tanks primarily to the agricultural and septic tank
markets. |
|
$ |
120.7 |
|
|
$ |
58.1 |
|
|
$ |
178.8 |
|
|
|
3.5% |
|
|
BenefitMall, Inc.
|
|
Insurance general agency providing brokers with products, tools,
and services that make selling employee benefits to small
businesses more efficient. |
|
$ |
155.2 |
|
|
$ |
10.6 |
|
|
$ |
165.8 |
|
|
|
3.3% |
|
|
Advantage Sales & Marketing,
Inc.(1)
|
|
Sales and marketing agency providing outsourced sales,
merchandising, and marketing services to the consumer packaged
goods industry. |
|
$ |
153.2 |
|
|
$ |
11.0 |
|
|
$ |
164.2 |
|
|
|
3.3% |
|
|
Financial Pacific Company
|
|
Specialized commercial finance company that leases business-
essential equipment to small businesses nationwide. |
|
$ |
97.2 |
|
|
$ |
63.0 |
|
|
$ |
160.2 |
|
|
|
3.2% |
|
|
Driven Brands, Inc.
|
|
Business format franchisor in the car care sector of the
automotive aftermarket industry and in the general car care
services with approximately 1,100 locations worldwide operating
primarily under the Meineke Car Care Centers
®
and Econo Lube N
Tune®
brands. |
|
$ |
149.1 |
|
|
$ |
(9.9 |
) |
|
$ |
139.2 |
|
|
|
2.8% |
|
|
EarthColor, Inc.
|
|
Commercial printer focused on providing a one-stop printing
solution of electronic pre-press, printing and finishing
primarily for promotional products such as direct mail pieces,
brochures, product information and free standing inserts. |
|
$ |
160.1 |
|
|
$ |
(23.4 |
) |
|
$ |
136.7 |
|
|
|
2.7% |
|
|
Huddle House Inc.
|
|
Franchisor of more than 400 value-priced, full service, family
dining restaurants. |
|
$ |
100.2 |
|
|
$ |
1.6 |
|
|
$ |
101.8 |
|
|
|
2.0% |
|
|
|
(1) |
See Managements Discussion and Analysis of Financial
Condition and Results of Operations. |
|
(2) |
In August 2007, we sold our majority equity interest in Mercury
Air Centers, Inc. See Managements Discussion and
Analysis of Financial Condition and Results of Operations. |
88
We monitor the portfolio to maintain diversity within the
industries in which we invest. We may or may not concentrate in
any industry or group of industries in the future. The industry
composition of the private finance portfolio at value at
June 30, 2007, and December 31, 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Industry
|
|
|
|
|
|
|
|
|
Business services
|
|
|
39 |
% |
|
|
39 |
% |
Consumer products
|
|
|
23 |
|
|
|
20 |
|
Financial services
|
|
|
12 |
|
|
|
9 |
|
Industrial products
|
|
|
10 |
|
|
|
9 |
|
Retail
|
|
|
4 |
|
|
|
6 |
|
CDO/CLO
Funds(1)
|
|
|
4 |
|
|
|
3 |
|
Consumer services
|
|
|
3 |
|
|
|
6 |
|
Healthcare services
|
|
|
1 |
|
|
|
3 |
|
Energy services
|
|
|
1 |
|
|
|
2 |
|
Other
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
(1) |
These funds invest in senior debt representing a variety of
industries and are managed by Callidus Capital, our portfolio
company. |
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 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
June 30, 2007, our investment in the Fund totaled
$19.1 million at cost and $19.3 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. We may
sell additional loans to the Fund or the warehouse financing
vehicle. See Risk Factors There are potential
conflicts of interest between us and the Allied Capital Senior
Debt Fund, L.P.
Commercial Real Estate Finance Portfolio. Since
1998, our commercial real estate investments were generally in
the non-investment grade tranches of commercial mortgage-backed
securities, also known as CMBS, and in the bonds and preferred
shares of collateralized debt obligations, also known as CDOs.
On May 3, 2005, we completed the sale of our portfolio of
CMBS and CDO investments to affiliates of Caisse de
dépôt et
89
placement du Québec (the Caisse). See
Managements Discussion and Analysis of Financial
Condition and Results of Operations. Simultaneous with the
sale of our CMBS and CDO portfolio, we entered into a platform
assets purchase agreement, under which we have 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.
At June 30, 2007, our commercial real estate finance
portfolio consisted of commercial mortgage loans, real estate
owned and equity interests, which totaled $122.8 million at
value.
Business Processes
Business Development and New Deal Origination. Over the
years, we believe we have developed and maintained a strong
industry reputation and an extensive network of relationships.
We have a team of business development professionals dedicated
to sourcing deals through our relationships with numerous
private equity investors, investment banks, business brokers,
merger and acquisition advisors, financial services companies,
banks, law firms and accountants through whom we source
investment opportunities. Through these relationships, we
believe we have been able to strengthen our position as a
private equity investor. We are well known in the private equity
industry, and we believe that our experience and reputation
provide a competitive advantage in originating new investments.
We believe that our debt portfolio relationships and sponsor
relationships are a significant source for buyout investments.
We generally source our buyout transactions in ways other than
going to broad auctions, which include capitalizing on existing
relationships with companies and sponsors to participate in
proprietary buyout opportunities. We work closely with these
companies and sponsors while we are debt investors so that we
may be positioned to partner with them on buyout opportunities
in a subsequent transaction.
From time to time, we may receive referrals for new prospective
investments from our portfolio companies as well as other
participants in the capital markets. We may pay referral fees to
those who refer transactions to us that we consummate.
New Deal Underwriting and Investment Execution. In a
typical transaction, we review, analyze, and substantiate
through due diligence, the business plan and operations of the
potential portfolio company. We perform financial due diligence,
perform operational due diligence, study the industry and
competitive landscape, and conduct reference checks with company
management or other employees, customers, suppliers, and
competitors, as necessary. We may work with external
consultants, including accounting firms and industry or
operational consultants, in performing due diligence and in
monitoring our portfolio investments.
Once we have determined that a prospective portfolio company is
suitable for investment, we work with the management and the
other capital providers, including senior, junior, and equity
capital providers, to structure a deal. We negotiate
among these parties to agree on the rights and terms of our
investment relative to the other capital in the portfolio
companys capital structure. The typical debt transaction
requires approximately two to six months of diligence and
structuring before funding occurs. The typical buyout
transaction may take up to one year to complete because the due
diligence
90
and structuring process is significantly longer when investing
in a substantial equity stake in the company.
Our investments are tailored to the facts and circumstances of
each deal. The specific structure is designed to protect our
rights and manage our risk in the transaction. We generally
structure the debt instrument to require restrictive affirmative
and negative covenants, default penalties, or other protective
provisions. In addition, each debt investment is individually
priced to achieve a return that reflects our rights and
priorities in the portfolio companys capital structure,
the structure of the debt instrument, and our perceived risk of
the investment. Our loans and debt securities have an annual
stated interest rate; however, that interest rate is only one
factor in pricing the investment. The annual 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
or upon prepayment. In addition to the interest earned on loans
and debt securities, our debt investments may include equity
features, such as nominal cost warrants or options to buy a
minority interest in the portfolio company. In a buyout
transaction where our equity investment represents a significant
portion of the equity, our equity ownership may or may not
represent a controlling interest. If we invest in non-voting
equity in a buyout, we generally have an option to acquire a
controlling stake in the voting securities of the portfolio
company at fair market value.
We have a centralized, credit-based approval process. The key
steps in our investment process are:
|
|
|
|
|
Initial investment screening; |
|
|
|
Initial investment committee approval; |
|
|
|
Due diligence, structuring and negotiation; |
|
|
|
Internal review of diligence results, including peer review; |
|
|
|
Final investment committee approval; |
|
|
|
Approval by the Executive Committee of the Board of Directors
(for all debt investments that represent a commitment equal to
or greater than $20 million and every buyout transaction);
and |
|
|
|
Funding of the investment (due diligence must be completed with
final investment committee approval and Executive Committee
approval, as needed, before funds are disbursed). |
The investment process benefits from the significant
professional experience of the members of our investment
committee, which is chaired by our Chief Executive Officer and
includes our Chief Operating Officer, our Chief Financial
Officer, our Chief Valuation Officer (non-voting member), and
certain of our Managing Directors.
Portfolio Monitoring and Development. Middle market
companies often lack the management expertise and experience
found in larger companies. As a BDC, we are required by the 1940
Act to make available significant managerial assistance to our
portfolio companies. Our senior level professionals work with
portfolio company management teams to assist them in building
their businesses. 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,
91
corporate governance, risk management and other general business
matters. Our corporate finance assistance includes supporting
our portfolio companies efforts to structure and attract
additional capital. We believe our extensive network of industry
relationships and our internal resources help make us a
collaborative partner in the development of our portfolio
companies.
Our team of investment professionals regularly monitors the
status and performance of each investment. This portfolio
company monitoring process generally includes review of the
portfolio companys financial performance against its
business plan, review of current financial statements and
compliance with financial covenants, evaluation of significant
current developments and assessment of future exit strategies.
For debt investments we may have board observation rights that
allow us to attend portfolio company board meetings. For buyout
investments, we generally hold a majority of the seats on the
board of directors where we own a controlling interest in the
portfolio company and we have board observation rights where we
do not own a controlling interest in the portfolio company.
Our portfolio management committee is responsible for review and
oversight of the investment portfolio, including reviewing the
performance of selected portfolio companies, overseeing
portfolio companies in workout status, reviewing and approving
certain modifications or amendments to or certain additional
investments in existing portfolio companies, reviewing and
approving certain portfolio exits, reviewing and approving
certain actions by portfolio companies whose voting securities
are more than 50% owned by us, reviewing significant
investment-related litigation matters where we are a named
party, and reviewing and approving proxy votes with respect to
our portfolio investments. Our portfolio management committee is
chaired by our Chief Executive Officer and includes our Chief
Operating Officer, Chief Financial Officer, Chief Valuation
Officer (non-voting member), our private finance general
counsel, and certain of our Managing Directors. From time to
time we will identify investments that require closer monitoring
or become workout assets. We develop a workout strategy for
workout assets and the portfolio management committee gauges our
progress against the strategy.
We seek to price our investments to provide an investment return
considering the fact that certain investments in the portfolio
may underperform or result in loss of investment return or
investment principal. As a private equity investor, we will
incur losses from our investing activities, however we have a
history of working with troubled portfolio companies in order to
recover as much of our investments as is practicable.
Portfolio Grading
We employ a grading system for our entire portfolio.
Grade 1 is for those investments from which a capital gain
is expected. Grade 2 is for investments performing in
accordance with plan. Grade 3 is for investments that
require closer monitoring; however, no loss of investment return
or principal is expected. Grade 4 is 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 for investments that are in workout and for
which some loss of principal is expected. At June 30, 2007,
Grade 1, 2, and 3 investments totaled $4,293.6 million, and
Grade 4 and 5 investments totaled $177.5 million.
92
Portfolio Valuation
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
1940 Act, 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. Because of the inherent
uncertainty of determining the fair value of investments that do
not have a readily available market value, the fair value of our
investments determined in good faith by the Board of Directors
may differ significantly from the values that would have been
used had a ready market existed for the investments, and the
differences could be material.
There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that
judgment be applied to the specific facts and circumstances of
each portfolio investment while employing a consistently applied
valuation process for the types of investments we make. Unlike
banks, we are not permitted to provide a general reserve for
anticipated loan losses. Instead, we are required to
specifically value each individual investment on a quarterly
basis. We will record unrealized depreciation on investments
when we believe that an investment has become impaired,
including where collection of a loan or realization of an equity
security is doubtful, or when the enterprise value of the
portfolio company does not currently support the cost of our
debt or equity investment. Enterprise value means the entire
value of the company to a potential buyer, including the sum of
the values of debt and equity securities used to capitalize the
enterprise at a point in time. We will record unrealized
appreciation if we believe that the underlying portfolio company
has appreciated in value and/or our equity security has
appreciated in value. Changes in fair value are recorded in the
statement of operations as net change in unrealized appreciation
or depreciation.
As a business development company, we invest in illiquid
securities including debt and equity securities of companies and
CDO and CLO bonds and preferred shares/income notes (CDO/CLO
Assets). 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.
93
There is no one methodology to determine enterprise value and,
in fact, for any one portfolio company, enterprise value is best
expressed as a range of fair values. However, we must derive a
single estimate of enterprise value. To determine the enterprise
value of a portfolio company, we analyze its historical and
projected financial results. This financial and other
information is generally obtained from the portfolio companies,
and may represent unaudited, projected or pro forma financial
information. We generally require portfolio companies to provide
annual audited and quarterly unaudited financial statements, as
well as annual projections for the upcoming fiscal year.
Typically in the private equity business, companies are bought
and sold based on multiples of EBITDA, cash flow, net income,
revenues or, in limited instances, book value. The private
equity industry uses financial measures such as EBITDA or
EBITDAM (Earnings Before Interest, Taxes, Depreciation,
Amortization and, in some instances, Management fees) in order
to assess a portfolio companys financial performance and
to value a portfolio company. EBITDA and EBITDAM are not
intended to represent cash flow from operations as defined by
U.S. generally accepted accounting principles and such
information should not be considered as an alternative to net
income, cash flow from operations, or any other measure of
performance prescribed by U.S. generally accepted accounting
principles. When using EBITDA to determine enterprise value, we
may adjust EBITDA for non-recurring items. Such adjustments are
intended to normalize EBITDA to reflect the portfolio
companys earnings power. Adjustments to EBITDA may include
compensation to previous owners, acquisition, recapitalization,
or restructuring related items or one-time non-recurring income
or expense items.
In determining a multiple to use for valuation purposes, we
generally look to private merger and acquisition statistics, the
entry multiple for the transaction, discounted public trading
multiples or industry practices. In estimating a reasonable
multiple, we consider not only the fact that our portfolio
company may be a private company relative to a peer group of
public comparables, but we also consider the size and scope of
our portfolio company and its specific strengths and weaknesses.
In some cases, the best valuation methodology may be a
discounted cash flow analysis based on future projections. If a
portfolio company is distressed, a liquidation analysis may
provide the best indication of enterprise value.
If there is adequate enterprise value to support the repayment
of our debt, the fair value of our loan or debt security
normally corresponds to cost unless the borrowers
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 liquidation of the portfolio company
is greater than our cost basis. 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
94
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. To balance the lack of publicly available
information about our private portfolio companies, we will
continue to work with third-party consultants to obtain
assistance in determining fair value for a portion of the
private finance portfolio each quarter as discussed below.
Valuation Process. The portfolio valuation process
is managed by our Chief Valuation Officer (CVO). The CVO works
with the investment professionals responsible for each
investment. The following is an overview of the steps we take
each quarter to determine the value of our portfolio.
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Our valuation process begins with each portfolio company or
investment being initially valued by the investment
professionals, led by the Managing Director or senior officer
who is responsible for the portfolio company relationship (the
Deal Team). |
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The CVO and third-party valuation consultants, as applicable
(see below), review the preliminary valuation documentation as
prepared by the Deal Team. |
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The CVO, members of the valuation team, and third-party
consultants (see below), as applicable, meet with each Managing
Director or responsible senior officer to discuss the
preliminary valuation determined and documented by the Deal Team
for each of their respective investments. |
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The CEO, COO, CFO and the Managing Directors meet with the CVO
to discuss the preliminary valuation results. |
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Valuation documentation is distributed to the members of the
Board of Directors. |
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The Audit Committee of the Board of Directors meets separately
from the full Board of Directors with the third-party
consultants (see below) to discuss the assistance provided and
results. The CVO attends this meeting. |
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The CVO discusses and reviews the valuations with the Board of
Directors. |
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To the extent there are changes or if additional information is
deemed necessary, a
follow-up Board meeting
may take place. |
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The Board of Directors determines the fair value of the
portfolio in good faith. |
95
In connection with our valuation process to determine the fair
value of a private finance investment, we work with third-party
consultants to obtain assistance and advice as additional
support in the preparation of our internal valuation analysis
for a portion of the portfolio each quarter. In addition, we may
receive other third-party assessments of a particular private
finance portfolio companys value in the ordinary course of
business, most often in the context of a prospective sale
transaction or in the context of a bankruptcy process.
The valuation analysis prepared by management 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.
We currently intend to continue to work with third-party
consultants to obtain valuation assistance for a portion of the
private finance portfolio each quarter. We currently anticipate
that we will generally obtain valuation assistance for all
companies in the portfolio where we own more than 50% of the
outstanding voting equity securities on a quarterly basis and
that we will generally obtain assistance for companies where we
own equal to or less than 50% of the outstanding voting equity
securities at least once during the course of the calendar year.
Valuation assistance may or may not be obtained for new
companies that enter the portfolio after June 30 of any
calendar year during that year or for investments with a cost
and value less than $250,000. For the quarter ended
June 30, 2007, Duff & Phelps and Houlihan Lokey
assisted us by reviewing our valuation of 92 portfolio
companies, which represented 92.1% of the private finance
portfolio at value. See Managements Discussion and
Analysis of Financial Condition and Results of Operations.
Disposition of Investments
We manage our portfolio of investments in an effort to maximize
our expected returns. Our portfolio is large and we are
generally repaid by our borrowers and exit our debt and equity
investments as portfolio companies are sold, recapitalized or
complete an initial public offering.
We may retain a position in the senior loans we originate or we
may sell all or a portion of these investments. In our debt
investments where we have equity features, we are generally in a
minority ownership position in a portfolio company, and as a
result, generally exit the investment when the majority equity
stakeholder decides to sell or recapitalize the company. Where
we have a control position in an investment, as we may have in
buyout investments, we have more flexibility and can determine
whether or not we should exit our investment. Our most common
exit strategy for a buyout investment is the sale of a portfolio
company to a strategic or financial buyer. If an investment has
appreciated in value, we may realize a gain when we exit the
investment. If an investment has depreciated in value, we may
realize a loss when we exit the investment.
We are in the investment business, which includes acquiring and
exiting investments. It is our policy not to comment on
potential transactions in the portfolio prior to reaching
96
a definitive agreement or, in many cases, prior to consummating
a transaction. To the extent we enter into any material
transactions, we would provide disclosure as required.
Dividends
We have elected to be taxed as a regulated investment company
under Subchapter M of the Code. Assuming that we qualify as
a regulated investment company, we generally will not be subject
to corporate level income taxation on income we timely
distribute to our stockholders as dividends. We pay regular
quarterly dividends based upon an estimate of annual taxable
income available for distribution to shareholders, which
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 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. 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.
As a regulated investment company, we distribute substantially
all of our annual taxable income to shareholders through the
payment of cash dividends. 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. The
maximum amount of excess taxable income that may be carried 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. See
Managements Discussion and Analysis of Financial
Condition and Results of Operations Other
Matters Regulated Investment Company Status.
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.
We began paying quarterly dividends in 1963, and our portfolio
has provided sufficient ordinary taxable income and realized net
capital gains to sustain or grow our dividends over time. Since
inception through December 31, 2006, our average annual
total return to shareholders (assuming all dividends were
reinvested) was 18.1%. Over the past one, three, five and ten
years (assuming each period ended on December 31, 2006),
our total return
97
to shareholders (assuming all dividends were reinvested) has
been 20.6%, 14.6%, 14.4% and 19.1%, respectively, with the
dividend providing a meaningful portion of this return.
The percentage of our dividend generated by ordinary taxable
income versus capital gain income will vary from year to year.
The percentage of ordinary taxable income versus net capital
gain income supporting the dividend since 1987 is shown below.
Corporate Structure and Offices
We are a Maryland corporation and a closed-end, non-diversified
management investment company that has elected to be regulated
as a business development company under the 1940 Act. We have a
real estate investment trust subsidiary, Allied Capital REIT,
Inc., and several subsidiaries that are single-member limited
liability companies established for specific purposes, including
holding real estate property. We also have a subsidiary, A.C.
Corporation, that generally provides diligence and structuring
services, as well as transaction, management, consulting, and
other services, including underwriting and arranging senior
loans, to Allied Capital and our portfolio companies.
Our executive offices are located at 1919 Pennsylvania
Avenue, NW, Washington, DC
20006-3434 and our
telephone number is
(202) 721-6100. In
addition, we have regional offices in New York, Chicago, and
Los Angeles.
Properties
Our principal offices are located at 1919 Pennsylvania
Avenue, N.W., Washington, DC
20006-3434. Our lease
for approximately 59,000 square feet of office space at
that location expires in December 2010. The office is equipped
with an integrated network of computers for word processing,
financial analysis, accounting and loan servicing. We believe
our office space is suitable for our needs for the foreseeable
future. We also maintain offices in New York, Chicago, and
Los Angeles.
98
Employees
At June 30, 2007, we employed 173 individuals including
investment and portfolio management professionals, operations
professionals and administrative staff. The majority of our
employees are located in our Washington, DC office. We believe
that our relations with our employees are excellent.
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 have entered into a settlement with
the SEC that resolves 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 the SEC. 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 United States
Attorneys office.
On February 13, 2007, Rena Nadoff filed a shareholder
derivative action in the Superior Court of the District of
Columbia, captioned Rena Nadoff v. Walton, et al., CA
001060-07, seeking unspecified compensatory and other damages,
as well as equitable relief on behalf of Allied Capital
Corporation. The complaint was summarily dismissed in July 2007.
The complaint alleged breach of fiduciary duty by the Board of
Directors arising
99
from internal control failures and mismanagement of Business
Loan Express, LLC, an Allied Capital portfolio company.
On February 26, 2007, Dana Ross filed a class action
complaint in the U.S. District Court for the District of
Columbia in which she alleges that Allied Capital Corporation
and certain members of management violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and
Rule 10b-5
thereunder. Thereafter, the court appointed new lead counsel and
approved new lead plaintiffs. On July 30, 2007, plaintiffs
served an amended complaint. Plaintiffs claim that, between
November 7, 2005, and January 22, 2007, Allied Capital
either failed to disclose or misrepresented information about
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.
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.
100
PORTFOLIO COMPANIES
The following is a listing of each portfolio company or its
affiliate, together referred to as portfolio companies, in which
we had an equity investment at June 30, 2007. Percentages
shown for class of securities held by us represent percentage of
the class owned and do not necessarily represent voting
ownership or economic ownership. Percentages shown for equity
securities other than warrants or options represent the actual
percentage of the class of security held before dilution.
Percentages shown for warrants and options held represent the
percentage of class of security we may own assuming we exercise
our warrants or options before dilution.
The portfolio companies are presented in three categories:
companies more than 25% owned which represent portfolio
companies where we directly or indirectly own more than 25% of
the outstanding voting securities of such portfolio company and,
therefore, are deemed controlled by us under the 1940 Act;
companies owned 5% to 25% which represent portfolio companies
where we directly or indirectly own 5% to 25% of the outstanding
voting securities of such portfolio company or where we hold 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 we directly or indirectly own less
than 5% of the outstanding voting securities of such portfolio
company and where we have no other affiliations with such
portfolio company. We make available significant managerial
assistance to our portfolio companies. We generally receive
rights to observe the meetings of our portfolio companies
board of directors, and may have one or more voting seats on
their boards.
For information relating to the amount and nature of our
investments in portfolio companies, see our consolidated
statement of investments at June 30, 2007, at
pages F-75 to
F-85.
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Percentage | |
Name and Address |
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Nature of its |
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Title of Securities |
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of Class | |
of Portfolio Company |
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Principal Business |
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Held by the Company |
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Held | |
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PRIVATE FINANCE
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Companies More Than 25% Owned
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Alaris Consulting, LLC
(1)(2)
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Consulting Firm |
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Equity Interests |
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83.1% |
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1815 South Meyers Road |
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Suite 1000 |
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Oakbrook, IL 60181
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AllBridge Financial,
LLC(1)
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Real Estate |
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Class A Equity Interests |
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95.2% |
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5080 Spectrum Drive
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Finance Company |
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Suite 1150 E
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Addison, TX 75001
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Allied Capital Senior Debt Fund,
L.P.(1)(13)
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Private Debt Fund |
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Class A-1 Limited |
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1919 Pennsylvania Ave, N.W.
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Partnership Interest |
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41.0% |
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Washington, DC 20006
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Avborne,
Inc.(1)(7)
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Aviation Services |
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Series B Preferred Stock |
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23.8% |
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c/o Trivest, Inc.
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Common Stock |
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27.2% |
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7500 NW 26th Street
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Miami, FL 33122
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Avborne Heavy Maintenance,
Inc.(1)(7)
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Aviation Services |
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Series A Preferred Stock |
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27.5% |
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c/o Trivest, Inc.
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Common Stock |
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27.5% |
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7500 NW 26th Street
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Miami, FL 33122
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Border Foods,
Inc.(1)
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Mexican Ingredient & Food |
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Series A Preferred Stock |
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100.0% |
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1750 Valley View Lane
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Product Manufacturer |
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Series A Common Stock |
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100.0% |
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Suite 350
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Farmers Branch, TX 75234
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Business Loan Express,
LLC(1)
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Real-Estate Secured |
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Class A Equity Interests |
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97.0% |
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1633 Broadway
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Small Business Lender |
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Class B Equity Interests |
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100.0% |
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New York, NY 10019
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Class C Equity Interests |
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94.9% |
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Equity Interest in BLX |
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Subsidiary(3) |
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20.0% |
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101
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Percentage | |
Name and Address |
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Nature of its |
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Title of Securities |
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of Class | |
of Portfolio Company |
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Principal Business |
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Held by the Company |
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Held | |
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Calder Capital Partners,
LLC(1)
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Private Investment Firm |
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Equity Interests |
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65.0% |
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321 North Clark Street, 8th Floor
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Chicago, IL 60610
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Callidus Capital
Corporation(1)(4)
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Asset Manager and |
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Common stock |
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100.0% |
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520 Madison Avenue
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Finance Company |
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New York, NY 10022
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Coverall North America,
Inc.(1)
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Corporate Cleaning Service |
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Common Stock |
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98.8% |
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5201 Congress Avenue
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Provider |
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Suite 275
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Boca Raton, Florida 33487
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CR Holding,
Inc.(1)
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Household Cleaning |
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Common Stock |
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82.2% |
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141 Venture Boulevard
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Products |
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Spartanburg, SC 29306
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Direct Capital
Corporation(1)
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Business Equipment |
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Class A Common Stock |
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66.1% |
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155 Commerce Way
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Leasing |
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Portsmouth, NH 03801
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Financial Pacific
Company(1)
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Commercial Finance |
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Series A Preferred Stock |
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99.4% |
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3455 South 344th Way
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Leasing |
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Common Stock |
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99.4% |
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Suite 300
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Federal Way, WA 98001
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ForeSite Towers,
LLC(1)
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Tower Leasing |
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Common Equity Interest |
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88.1% |
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5809 Feldspar Way
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Birmingham, AL 35244
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Global Communications,
LLC(1)
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Muzak Franchisee |
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Preferred Equity Interest |
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77.8% |
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1000 North Dixie Highway
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Options for Common |
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West Palm Beach, FL 33401
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Equity Interest |
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59.3% |
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Gordian Group,
Inc.(1)
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Financial Advisory Services |
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Common Stock |
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100.0% |
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499 Park Avenue
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New York, NY 10022
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Hot Stuff Foods,
LLC(1)
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Foodservice to |
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Class B Common Stock |
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95.5% |
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2930 W. Maple Street
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Convenience Stores |
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Class A Common
Stock(6) |
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52.9% |
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Sioux Falls, SD 57118
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Huddle House,
Inc.(1)
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Restaurant Franchisor |
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Common Stock |
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97.4% |
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5901-B Peachtree-Dunwoody Road
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Suite 450
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Atlanta, Georgia 30328
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Impact Innovations Group, LLC
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Information Technology |
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Equity Interests in |
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500 Northwinds Parkway
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Services Provider |
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Affiliate(5) |
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50.0% |
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Suite 200
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Alpharetta, GA 30004
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|
|
|
|
Insight Pharmaceuticals Corporation
(1)
|
|
Marketer of Over-The- |
|
Preferred Stock |
|
|
100.0% |
|
|
1170 Wheeler Way
|
|
Counter Pharmaceuticals |
|
Common Stock |
|
|
99.7% |
|
|
Suite 150
|
|
|
|
|
|
|
|
|
|
Langhorne, PA 19047
|
|
|
|
|
|
|
|
|
|
Jakel,
Inc.(1)
|
|
Manufacturer of Electric |
|
Series A-1 Preferred Stock |
|
|
32.3% |
|
|
201 S. Madison Avenue
|
|
Motors and Blowers |
|
Class B Common Stock |
|
|
100.0% |
|
|
Aurora, MO 65605
|
|
|
|
|
|
|
|
|
|
Legacy Partners Group,
Inc.(1)
|
|
Merger and Acquisition |
|
Equity Interests |
|
|
100.0% |
|
|
520 Madison Avenue, 27th Floor
|
|
Advisor |
|
|
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
Litterer Beteiligungs-GmbH
|
|
Scaffolding Company |
|
Equity Interest |
|
|
25.0% |
|
|
Theodor-Heuss-Anlage 2
|
|
|
|
|
|
|
|
|
|
68165 Manheim
|
|
|
|
|
|
|
|
|
|
Germany
|
|
|
|
|
|
|
|
|
|
Mercury Air Centers,
Inc.(1)(12)
|
|
Fixed Base Operations |
|
Series A Common Stock |
|
|
100.0% |
|
|
Cuyahoga County Airport
|
|
|
|
Common Stock |
|
|
84.3% |
|
|
355 Richmond Road
|
|
|
|
|
|
|
|
|
|
Richmond Heights, OH 44143
|
|
|
|
|
|
|
|
|
|
MVL Group,
Inc.(1)
|
|
Market Research |
|
Common Stock |
|
|
64.9% |
|
|
1061 E. Indiantown Road
|
|
Services |
|
|
|
|
|
|
|
Suite 300
|
|
|
|
|
|
|
|
|
|
Jupiter, FL 33477
|
|
|
|
|
|
|
|
|
Old Orchards Brand,
LLC(1)
|
|
Beverage Manufacturer |
|
Equity Interests |
|
|
78.0% |
|
|
1991 Twelve Mile Road
|
|
and Marketer |
|
|
|
|
|
|
|
Sparta, MI 49345
|
|
|
|
|
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage | |
Name and Address |
|
Nature of its |
|
Title of Securities |
|
of Class | |
of Portfolio Company |
|
Principal Business |
|
Held by the Company |
|
Held | |
|
|
|
|
|
|
| |
Penn Detroit Diesel Allison,
LLC(1)
|
|
Distributor of Engines, |
|
Equity Interests |
|
|
78.0% |
|
|
8330 State Road
|
|
Transmissions, and Parts |
|
|
|
|
|
|
|
Philadelphia, PA 19136
|
|
|
|
|
|
|
|
|
|
Powell Plant Farms,
Inc.(1)
|
|
Plant Producer & |
|
Preferred Stock |
|
|
100.0% |
|
|
Route 3, Box 1058
|
|
Wholesaler |
|
Warrants to Purchase |
|
|
|
|
|
Troup, TX 75789
|
|
|
|
Common Stock |
|
|
83.5% |
|
|
Service Champ,
Inc.(1)
|
|
Wholesale Distributor of |
|
Common Stock |
|
|
63.9% |
|
|
180 New Britain Boulevard
|
|
Auto Parts |
|
|
|
|
|
|
|
Chalfont, PA 18914
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
Corporation(1)
|
|
Telecommunications |
|
Common Stock |
|
|
68.5% |
|
|
7631 Calhoun Place
|
|
Services |
|
|
|
|
|
|
|
Suite 650
|
|
|
|
|
|
|
|
|
|
Rockville, MD 20855
|
|
|
|
|
|
|
|
|
|
Sweet Traditions, Inc.
(1)
|
|
Franchisor of Krispy |
|
Class B-2 Preferred Stock |
|
|
100.0% |
|
|
11780 Manchester Road
|
|
Kreme Doughnut |
|
Class A-1 Common Stock |
|
|
51.0% |
|
|
Suite 207
|
|
Corporation |
|
|
|
|
|
|
|
St. Louis, MO 63131
|
|
|
|
|
|
|
|
|
|
Triview Investments,
Inc.(1)(11)
|
|
Multi-system Cable |
|
Common Stock |
|
|
99.5% |
|
|
1919 Pennsylvania Ave, N.W.
|
|
Operator, |
|
|
|
|
|
|
|
Washington, DC 20006
|
|
Pharmaceutical Marketer and Hotel Management Company |
|
|
|
|
|
|
|
Companies 5% to 25% Owned
|
|
|
|
|
|
|
|
|
|
Advantage Sales & Marketing,
Inc.(1)
|
|
Sales and Marketing |
|
Equity Interests |
|
|
4.1% |
|
|
19100 Von Karman Avenue
|
|
Agency |
|
|
|
|
|
|
|
Suite 600
|
|
|
|
|
|
|
|
|
|
Irvine, CA 92612
|
|
|
|
|
|
|
|
|
|
Air Medical Group Holdings LLC
|
|
Air Ambulance Service |
|
Series A Preferred Equity |
|
|
|
|
|
306 Davis Drive
|
|
|
|
Interests |
|
|
6.6% |
|
|
P.O. Box 768
|
|
|
|
Series B Preferred Equity |
|
|
|
|
|
West Plains, MO 65775
|
|
|
|
Interests |
|
|
6.2% |
|
|
Alpine ESP Holdings, Inc.
|
|
Engineering and Technical |
|
Preferred Stock |
|
|
13.1% |
|
|
3361 Rouse Road
|
|
Services |
|
Common Stock |
|
|
10.8% |
|
|
Suite 165
|
|
|
|
|
|
|
|
|
|
Orlando, FL 32817
|
|
|
|
|
|
|
|
|
|
Amerex Group,
LLC(1)
|
|
Outerwear Apparel |
|
Class A Equity Interests |
|
|
100.0% |
|
|
350 Fifth Avenue
|
|
Supplier |
|
|
|
|
|
|
|
Suite 1401
|
|
|
|
|
|
|
|
|
|
New York, NY 10118
|
|
|
|
|
|
|
|
|
|
BB&T Capital Partners/ Windsor
|
|
Private Equity Fund |
|
Class A Equity Interests |
|
|
32.6% |
|
Mezzanine Fund, LLC
|
|
|
|
|
|
|
|
|
|
101 N. Cherry Street
|
|
|
|
|
|
|
|
|
|
Suite 400
|
|
|
|
|
|
|
|
|
|
Winston-Salem, NC 27101
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Speciality Chemical |
|
Common Stock |
|
|
5.6% |
|
|
801 Dayton Avenue
|
|
Manufacturer |
|
|
|
|
|
|
|
Ames, IA 50010
|
|
|
|
|
|
|
|
|
|
BI Incorporated
|
|
Electronic Monitoring |
|
Common Stock |
|
|
7.1% |
|
|
6400 Lookout Road
|
|
Equipment |
|
|
|
|
|
|
|
Boulder, CO 80301
|
|
|
|
|
|
|
|
|
|
CitiPostal, Inc. and Affiliates
|
|
Storage and Management |
|
Equity Interests |
|
|
10.0% |
|
|
5 North 11th Street
|
|
|
|
Equity Interests of |
|
|
|
|
|
Brooklyn, NY 11211
|
|
|
|
Affiliates |
|
|
10.0% |
|
|
Creative Group,
Inc.(1)
|
|
Concept-to-Completion |
|
Warrants to Purchase |
|
|
|
|
|
1601 Broadway, 10th Floor
|
|
Development |
|
Common Stock |
|
|
28.5% |
|
|
New York, NY 10019
|
|
|
|
|
|
|
|
|
|
Drew Foam Companies, Inc.
|
|
Polystyrene Block Plastic |
|
Preferred Stock |
|
|
8.8% |
|
|
144 Industrial Drive
|
|
Foam Manufacturer |
|
Common Stock |
|
|
7.3% |
|
|
Monticello, AR 71655
|
|
|
|
|
|
|
|
|
|
MedBridge Healthcare,
LLC(1)
|
|
Sleep Diagnostic Facilities |
|
Debt Convertible |
|
|
|
|
|
110 West North Street
|
|
|
|
into Equity Interests |
|
|
75.0% |
|
|
Suite 100
|
|
|
|
Class C Equity Interest |
|
|
100.0% |
|
|
Greenville, SC 29601
|
|
|
|
|
|
|
|
|
103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage | |
Name and Address |
|
Nature of its |
|
Title of Securities |
|
of Class | |
of Portfolio Company |
|
Principal Business |
|
Held by the Company |
|
Held | |
|
|
|
|
|
|
| |
MHF Logistical Solutions,
Inc.(1)
|
|
Third-Party |
|
Class B Common Stock
(10) |
|
|
84.3% |
|
|
800 Cranberry Woods Drive
|
|
Environmental Logistics |
|
Warrants to Purchase |
|
|
|
|
|
Suite 450
|
|
|
|
Class C Common Stock
(10) |
|
|
100.0% |
|
|
Cranberry Township, PA 16066
|
|
|
|
|
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Marketing Services |
|
Series A Preferred Equity |
|
|
|
|
|
1720 W. Detweiller Drive
|
|
|
|
Interests |
|
|
17.4% |
|
|
Peoria, IL 61615
|
|
|
|
Class A Common Equity Interests |
|
|
10.5% |
|
|
PresAir LLC
|
|
Pressure Switch |
|
Equity Interests |
|
|
15.0% |
|
|
1009 W. Boston Post Road
|
|
Manufacturer |
|
|
|
|
|
|
|
Mamaroneck, NY 10543
|
|
|
|
|
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Retail Kitchenware |
|
Series A Redeemable |
|
|
|
|
|
6111 S. 228th Street
|
|
|
|
Preferred Stock |
|
|
14.3% |
|
|
Kent, WA 98064
|
|
|
|
Class A Common Stock |
|
|
1.0% |
|
|
|
|
|
|
Warrants to Purchase |
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
|
42.3% |
|
|
Regency Healthcare Group, LLC
|
|
Hospice Services |
|
Class A Equity Interests |
|
|
8.8% |
|
|
2151 Highland Avenue
|
|
|
|
|
|
|
|
|
|
Suite 350
|
|
|
|
|
|
|
|
|
|
Birmingham, AL 35205
|
|
|
|
|
|
|
|
|
|
SGT India Private
Limited(1)
|
|
Software/Business Process |
|
Common Stock |
|
|
17.4% |
|
|
5858 Westheimer Road
|
|
Developer |
|
|
|
|
|
|
|
Houston, TX 77057
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Diagnostic Imaging |
|
Class A Preferred Equity |
|
|
|
|
|
6009 Brownsboro Park Boulevard
|
|
Facilities Operator |
|
Interests |
|
|
10.8% |
|
|
Suite H
|
|
|
|
|
|
|
|
|
|
Louisville, KY 40207
|
|
|
|
|
|
|
|
|
|
Universal Environmental Services, LLC
|
|
Used Oil Recycling |
|
Preferred Equity |
|
|
|
|
|
411 Dividend Drive
|
|
|
|
Interests |
|
|
15.0% |
|
|
Peachtree City, GA 30269
|
|
|
|
|
|
|
|
|
|
Companies Less Than 5% Owned
|
|
|
|
|
|
|
|
|
|
Axium Healthcare Pharmacy, Inc.
|
|
Pharmaceutical Services |
|
Common Stock |
|
|
14.6% |
|
|
550 Technology Park
|
|
|
|
|
|
|
|
|
|
Lake Mary, FL 32746
|
|
|
|
|
|
|
|
|
|
Baird Capital Partners IV Limited Partnership
|
|
Private Equity Fund |
|
Limited Partnership Interest |
|
|
2.5% |
|
|
777 East Wisconsin Avenue
|
|
|
|
|
|
|
|
|
|
Milwaukee, WI 53202
|
|
|
|
|
|
|
|
|
|
BenefitMall, Inc.
|
|
Insurance General Agency |
|
Series B Common Stock
(10) |
|
|
100.0% |
|
|
4851 LBJ Freeway, Suite 1100
|
|
to Small Businesses |
|
Warrant to Purchase |
|
|
|
|
|
Dallas, TX 75244
|
|
|
|
Class C Common
Stock(10) |
|
|
100.0% |
|
|
Callidus Debt Partners CLO Fund III,
Ltd.(8)
|
|
CDO/CLO Fund |
|
Preferred Shares |
|
|
68.4% |
|
|
520 Madison Avenue
|
|
|
|
|
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CLO Fund IV,
Ltd.(8)
|
|
CDO/CLO Fund |
|
Income Notes |
|
|
27.5% |
|
|
520 Madison Avenue
|
|
|
|
|
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CLO Fund V,
Ltd.(8)
|
|
CDO/CLO Fund |
|
Income Notes |
|
|
43.1% |
|
|
520 Madison Avenue
|
|
|
|
|
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage | |
Name and Address |
|
Nature of its |
|
Title of Securities |
|
of Class | |
of Portfolio Company |
|
Principal Business |
|
Held by the Company |
|
Held | |
|
|
|
|
|
|
| |
Callidus MAPS CLO Fund I
LLC(8)
|
|
CDO/CLO Fund |
|
Income Notes |
|
|
86.5% |
|
|
520 Madison Avenue
|
|
|
|
|
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund II,
Ltd.(8)
|
|
CDO/CLO Fund |
|
Income Notes |
|
|
47.1% |
|
|
520 Madison Avenue
|
|
|
|
|
|
|
|
|
|
New York, NY 10022
|
|
|
|
|
|
|
|
|
|
Camden Partners Strategic Fund II, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
One South Street
|
|
|
|
Interest |
|
|
3.9% |
|
|
Suite 2150
|
|
|
|
|
|
|
|
|
|
Baltimore, MD 21202
|
|
|
|
|
|
|
|
|
|
Carlisle Wide Plank Floors, Inc.
|
|
Wide Plank Wood Flooring |
|
Class A-1 Preferred Stock |
|
|
5.2% |
|
|
1676 Route 9
|
|
|
|
|
|
|
|
|
|
Stoddard, NH 03464
|
|
|
|
|
|
|
|
|
|
Catterton Partners V, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
599 West Putnam Avenue
|
|
|
|
Interest |
|
|
0.8% |
|
|
Greenwich, CT 06830
|
|
|
|
|
|
|
|
|
|
Catterton Partners VI, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
599 West Putnam Avenue
|
|
|
|
Interest |
|
|
0.5% |
|
|
Greenwich, CT 06830
|
|
|
|
|
|
|
|
|
|
Centre Capital Investors IV, LP
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
30 Rockefeller Plaza, Suite 5050
|
|
|
|
Interest |
|
|
0.6% |
|
|
New York, NY 10020
|
|
|
|
|
|
|
|
|
|
Commercial Credit Group, Inc.
|
|
Equipment Finance and |
|
Series C Preferred Stock |
|
|
100.0% |
|
|
121 West Trade Street
|
|
Leasing |
|
Series D Preferred Stock |
|
|
52.0% |
|
|
Suite 2100
|
|
|
|
Warrant to Purchase |
|
|
|
|
|
Charlotte, NC 28202
|
|
|
|
Common
Stock(10) |
|
|
28.5% |
|
|
Cook Inlet Alternative Risk, LLC
|
|
Management Services |
|
Equity Interests |
|
|
3.7% |
|
|
10 British American Boulevard
|
|
|
|
|
|
|
|
|
|
Latham, NY 12110
|
|
|
|
|
|
|
|
|
|
Cortec Group Fund IV, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
200 Park Avenue
|
|
|
|
Interest |
|
|
2.2% |
|
|
New York, NY 10166
|
|
|
|
|
|
|
|
|
|
Digital VideoStream, LLC
|
|
Media Post Production |
|
Debt Convertible |
|
|
|
|
|
2600 West Olive Avenue
|
|
|
|
into Equity Interests |
|
|
20.8% |
|
|
Burbank, CA 91505
|
|
|
|
|
|
|
|
|
|
Distant Lands Trading Co.
|
|
Provider of Premium |
|
Series A-1 Common Stock |
|
|
10.3% |
|
|
801 Houser Way North
|
|
Coffee and Coffee |
|
Class A Common Stock |
|
|
4.4% |
|
|
Renton, WA 98055
|
|
Beans |
|
|
|
|
|
|
|
Driven Brands, Inc. (d/b/a
Meineke Car Care
Centers®
and
Econo Lube N
Tune®)
|
|
Franchisor of |
|
Class B Common
Stock(10) |
|
|
97.9% |
|
|
128 South Tryon Street
|
|
Car Care Centers |
|
Warrant to Purchase |
|
|
|
|
|
Suite 900
|
|
|
|
Class A Common
Stock(10) |
|
|
51.0% |
|
|
Charlotte, NC 28202
|
|
|
|
|
|
|
|
|
|
Dynamic India Fund IV
|
|
Fund Focused on Real |
|
Equity Interests |
|
|
2.4% |
|
|
International Financial Services Limited
|
|
Estate in India |
|
|
|
|
|
|
|
IFS Court, Twenty Eight
|
|
|
|
|
|
|
|
|
|
Cybercity, Ebene, Mauritius
|
|
|
|
|
|
|
|
|
|
EarthColor, Inc.
|
|
Full Service Commercial |
|
Class B Common
Stock(10) |
|
|
100.0% |
|
|
527 W. 34th Street, 4th Floor
|
|
Printer |
|
Warrant to Purchase |
|
|
|
|
|
New York, NY 10001
|
|
|
|
Class C Common
Stock(10) |
|
|
100.0% |
|
|
eCentury Capital Partners, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
8180 Greensboro Drive
|
|
|
|
Interest |
|
|
25.0% |
|
|
Suite 1150
|
|
|
|
|
|
|
|
|
|
McLean, VA 22102
|
|
|
|
|
|
|
|
|
|
Elexis Beta GmbH
|
|
Distance Measurement |
|
Options to Purchase |
|
|
|
|
|
Ulmenstraße 22
|
|
Device |
|
Shares |
|
|
9.8% |
|
|
60325 Frankfurt
|
|
Manufacturer |
|
|
|
|
|
|
|
Germany
|
|
|
|
|
|
|
|
|
|
Fidus Mezzanine Capital, L.P.
|
|
Private Equity Fund |
|
Limited Partnership
Interest(15) |
|
|
33.1% |
|
|
101 North Tryon Street
|
|
|
|
|
|
|
|
|
|
Charlotte, NC 28246
|
|
|
|
|
|
|
|
|
|
Frozen Specialties, Inc.
|
|
Private Label Frozen |
|
Warrants to Purchase |
|
|
|
|
|
720 Barre Road
|
|
Food Manufacturer |
|
Class A Common Stock |
|
|
2.7% |
|
|
Archbold, OH 43502
|
|
|
|
|
|
|
|
|
105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage | |
Name and Address |
|
Nature of its |
|
Title of Securities |
|
of Class | |
of Portfolio Company |
|
Principal Business |
|
Held by the Company |
|
Held | |
|
|
|
|
|
|
| |
Geotrace Technologies, Inc.
|
|
Oil and Gas Reservoir |
|
Warrant to Purchase |
|
|
|
|
|
1011 Highway 6 South
|
|
Analysis |
|
Preferred Stock |
|
|
8.9% |
|
|
Suite 220
|
|
|
|
Warrant to Purchase |
|
|
|
|
|
Houston, TX 77077
|
|
|
|
Common Stock |
|
|
8.1% |
|
|
Grotech Partners, VI, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
c/o Grotech Capital Group
|
|
|
|
Interest |
|
|
2.4% |
|
|
9690 Deereco Road
|
|
|
|
|
|
|
|
|
|
Suite 800
|
|
|
|
|
|
|
|
|
|
Timonium, MD 21093
|
|
|
|
|
|
|
|
|
|
Havco Wood Products LLC
|
|
Hardwood Flooring |
|
Equity Interests |
|
|
4.5% |
|
|
3200 East Outer Road
|
|
Products Manufacturer |
|
|
|
|
|
|
|
Scott City, MO 63780
|
|
|
|
|
|
|
|
|
|
The Homax Group, Inc.
|
|
Supplier of Branded |
|
Preferred Stock |
|
|
0.1% |
|
|
P.O. Box 5643
|
|
Consumer Products |
|
Common Stock |
|
|
0.1% |
|
|
Bellingham, WA 98227
|
|
|
|
Warrant to Purchase |
|
|
|
|
|
|
|
|
|
Preferred Stock |
|
|
1.1% |
|
|
|
|
|
|
Warrant to Purchase |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
1.1% |
|
|
International Fiber Corporation
|
|
Cellulose and Fiber |
|
Series A Preferred Stock |
|
|
4.7% |
|
|
50 Bridge Street
|
|
Producer |
|
|
|
|
|
|
|
North Tonawanda, NY 14120
|
|
|
|
|
|
|
|
|
|
Kodiak Fund LP
|
|
Real Estate Finance Fund |
|
Equity Interests |
|
|
4.0% |
|
|
2107 Wilson Boulevard
|
|
|
|
|
|
|
|
|
|
Suite 450
|
|
|
|
|
|
|
|
|
|
Arlington, VA 22201
|
|
|
|
|
|
|
|
|
|
MedAssets, Inc.
|
|
Healthcare Outsourcing |
|
Series B Convertible |
|
|
|
|
|
100 North Pointe Center
|
|
|
|
Preferred Stock |
|
|
7.8% |
|
|
Suite 150
|
|
|
|
Common Stock |
|
|
0.4% |
|
|
Alpharetta, GA 30022
|
|
|
|
|
|
|
|
|
|
Mid-Atlantic Venture Fund IV, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
128 Goodman Drive
|
|
|
|
Interest |
|
|
6.7% |
|
|
Bethlehem, PA 18015
|
|
|
|
|
|
|
|
|
|
Network Hardware Resale, Inc.
|
|
Provider of Pre-Owned |
|
Debt Convertible into |
|
|
|
|
|
26 Castilian Drive
|
|
Networking Equipment |
|
Common Stock |
|
|
21.8% |
|
|
Suite A
|
|
|
|
|
|
|
|
|
|
Santa Barbara, CA 93117
|
|
|
|
|
|
|
|
|
|
Norwesco, Inc.
|
|
Polyethylene Tanks |
|
Class B Common
Stock(10) |
|
|
96.3% |
|
|
P.O. BOX 439
|
|
Manufacturer |
|
Warrants to Purchase |
|
|
|
|
|
4365 Steiner St.
|
|
|
|
Class A Common
Stock(10) |
|
|
50.2% |
|
|
St. Bonifacius, MN 55375
|
|
|
|
|
|
|
|
|
|
Novak Biddle Venture Partners III, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
7501 Wisconsin Avenue
|
|
|
|
Interest |
|
|
2.5% |
|
|
East Tower, Suite 1380
|
|
|
|
|
|
|
|
|
|
Bethesda, MD 20814
|
|
|
|
|
|
|
|
|
|
Odyssey Investment Partners Fund III, LP
|
|
Private Equity Investment |
|
Limited Partnership |
|
|
|
|
|
280 Park Avenue, 38th Floor
|
|
Fund |
|
Interest |
|
|
0.7% |
|
|
West Tower
|
|
|
|
|
|
|
|
|
|
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
Passport Health Communications, Inc.
|
|
Healthcare Technology |
|
Preferred Stock |
|
|
6.7% |
|
|
720 Cool Springs Blvd
|
|
|
|
Common Stock |
|
|
0.1% |
|
|
Suite 450
|
|
|
|
|
|
|
|
|
|
Franklin, TN 37067
|
|
|
|
|
|
|
|
|
|
Pendum, Inc.
|
|
Outsourced ATM Services |
|
Series C-2 Preferred Stock |
|
|
100.0% |
|
|
1415 West Cedar Avenue
|
|
Provider |
|
Warrants to Purchase Class C-2 |
|
|
|
|
|
Denver, CO 80223
|
|
|
|
Common Stock |
|
|
100.0% |
|
|
Performant Financial Corporation
|
|
Collections and |
|
Common Stock |
|
|
2.1% |
|
|
333 N. Canyons Pkwy
|
|
Default Prevention |
|
|
|
|
|
|
|
Suite 100
|
|
Services |
|
|
|
|
|
|
|
Livermore, CA 94551
|
|
|
|
|
|
|
|
|
|
Postle Aluminum Company, LLC
|
|
Aluminum Extrusions |
|
Class B Equity Interests |
|
|
100.0% |
|
|
511 Pine Creek Court
|
|
Distributor and |
|
|
|
|
|
|
|
Elkhart, IN 46516
|
|
Manufacturer |
|
|
|
|
|
|
|
Pro Mach, Inc.
|
|
Packaging Machinery |
|
Equity Interests |
|
|
2.3% |
|
|
6279 Tri-Ridge Boulevard
|
|
Manufacturer |
|
|
|
|
|
|
|
Suite 410
|
|
|
|
|
|
|
|
|
|
Loveland, OH 45140
|
|
|
|
|
|
|
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage | |
Name and Address |
|
Nature of its |
|
Title of Securities |
|
of Class | |
of Portfolio Company |
|
Principal Business |
|
Held by the Company |
|
Held | |
|
|
|
|
|
|
| |
S.B. Restaurant Company
(d/b/a Elephant Bar)
|
|
Restaurants |
|
Series B Convertible |
|
|
|
|
|
14241 Firestone Boulevard
|
|
|
|
Preferred Stock |
|
|
2.5% |
|
|
Suite 315
|
|
|
|
Warrants to Purchase |
|
|
|
|
|
La Mirada, CA 90638
|
|
|
|
Series A Common Stock |
|
|
13.1% |
|
|
SBBUT, LLC
|
|
Holding Company |
|
Equity Interests in |
|
|
|
|
|
52 River Road
|
|
|
|
Affiliate Company |
|
|
10.4% |
|
|
Stowe, VT 05672
|
|
|
|
|
|
|
|
|
|
Service Center Metals, LLC
|
|
Manufacturer Aluminum |
|
Series C Preferred |
|
|
|
|
|
5850 Quality Way
|
|
Products |
|
Equity Interests |
|
|
2.8% |
|
|
Prince George, VA 23875
|
|
|
|
|
|
|
|
|
|
SPP Mezzanine Fund, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
330 Madison Avenue, 28th Floor
|
|
|
|
Interest |
|
|
35.7% |
|
|
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
SPP Mezzanine Fund II, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
330 Madison Avenue, 28th Floor
|
|
|
|
Interest |
|
|
31.2% |
|
|
New York, NY 10017
|
|
|
|
|
|
|
|
|
|
The Step2 Company, LLC
|
|
Manufacturer of Plastic |
|
Preferred Equity Interests |
|
|
3.3% |
|
|
10010 Aurora-Hudson Road
|
|
Childrens and Home |
|
Common Equity Interests |
|
|
3.3% |
|
|
Streetsboro, Ohio 44241
|
|
Products |
|
|
|
|
|
|
|
TransAmerican Auto Parts, LLC
|
|
Auto Parts and |
|
Preferred Equity Interests |
|
|
1.4% |
|
|
801 West Artesia Boulevard
|
|
Accessories Retailer |
|
Common Equity Interests |
|
|
1.4% |
|
|
Compton, CA 90220
|
|
and Wholesaler |
|
|
|
|
|
|
|
Updata Venture Partners II, L.P.
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
11955 Freedom Drive
|
|
|
|
Interest |
|
|
15.0% |
|
|
Reston, VA 20190
|
|
|
|
|
|
|
|
|
|
Venturehouse-Cibernet Investors, LLC
|
|
Third-Party Billing |
|
Equity Interest |
|
|
3.3% |
|
|
509 Seventh Street, NW
|
|
|
|
|
|
|
|
|
|
Washington, DC 20004
|
|
|
|
|
|
|
|
|
|
Venturehouse Group, LLC
|
|
Private Equity Fund |
|
Common Equity Interest |
|
|
3.1% |
|
|
509 Seventh Street, NW
|
|
|
|
|
|
|
|
|
|
Washington, DC 20004
|
|
|
|
|
|
|
|
|
|
VICORP Restaurants, Inc.
|
|
Restaurants |
|
Warrant to Purchase |
|
|
|
|
|
400 W. 48th Avenue
|
|
|
|
Preferred Stock |
|
|
1.4% |
|
|
Denver, CO 80216
|
|
|
|
Warrant to Purchase |
|
|
|
|
|
|
|
|
Common Stock |
|
|
3.4% |
|
|
Walker Investment Fund II, LLLP
|
|
Private Equity Fund |
|
Limited Partnership |
|
|
|
|
|
3060 Washington Road
|
|
|
|
Interest |
|
|
5.1% |
|
|
Suite 200
|
|
|
|
|
|
|
|
|
|
Glenwood, MD 21738
|
|
|
|
|
|
|
|
|
|
WMA Equity Corporation and
Affiliates(14)
|
|
Marketer of Childrens |
|
Common Stock |
|
|
100% |
|
|
31 West 34th Street
|
|
Apparel |
|
|
|
|
|
|
|
New York, NY 10001
|
|
|
|
|
|
|
|
|
|
Webster Capital II, L.P.
|
|
Private Equity Fund |
|
Limited Partnership Interest |
|
|
3.5% |
|
|
950 Winter Street
|
|
|
|
|
|
|
|
|
|
Suite 4200
|
|
|
|
|
|
|
|
|
|
Waltham, MA 02451
|
|
|
|
|
|
|
|
|
|
Woodstream Corporation
|
|
Pest Control |
|
Common Stock |
|
|
4.4% |
|
|
69 North Locust Street
|
|
Manufacturer |
|
Warrants to Purchase |
|
|
|
|
|
Lititz, PA 17543
|
|
|
|
Common Stock |
|
|
3.7% |
|
|
York Insurance Services Group, Inc.
|
|
Insurance Claims |
|
Common Stock |
|
|
2.5% |
|
|
99 Cherry Hill Road
|
|
Administrator |
|
|
|
|
|
|
|
Suite 102
|
|
|
|
|
|
|
|
|
|
Parsippany, NJ 07054
|
|
|
|
|
|
|
|
|
|
COMMERCIAL REAL ESTATE
FINANCE(9)
|
|
|
|
|
|
|
|
|
Aquila Binks Forest Development,
LLC(1)
|
|
Real Estate Developer |
|
Equity Interest |
|
|
50% |
|
|
15430 Endeavour Drive
|
|
|
|
|
|
|
|
|
|
Jupiter, FL 33478
|
|
|
|
|
|
|
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage | |
Name and Address |
|
Nature of its |
|
Title of Securities |
|
of Class | |
of Portfolio Company |
|
Principal Business |
|
Held by the Company |
|
Held | |
|
|
|
|
|
|
| |
MGP Park Place
|
|
|
|
|
|
|
|
|
|
Equity, LLC
|
|
Commercial Real |
|
Equity Interest |
|
|
70.0% |
|
|
6901 Rockledge Drive
|
|
Estate Development |
|
|
|
|
|
|
|
Suite 230
|
|
|
|
|
|
|
|
|
|
Bethesda, MD 20817
|
|
|
|
|
|
|
|
|
|
NPH,
Inc.(1)
|
|
Commercial Real |
|
Common Stock |
|
|
100.0% |
|
|
1919 Pennsylvania Ave, N.W.
|
|
Estate Developer |
|
|
|
|
|
|
|
Washington, DC 20006
|
|
|
|
|
|
|
|
|
|
Stemmons Freeway Hotel,
LLC(1)
|
|
Hotel |
|
Equity Interests |
|
|
100.0% |
|
|
1919 Pennsylvania Ave, N.W.
|
|
|
|
|
|
|
|
|
|
Washington, DC 20006
|
|
|
|
|
|
|
|
|
|
WSA Commons LLC
|
|
Residential Real |
|
Equity Interests |
|
|
50.0% |
|
|
421 East 4th Street
|
|
Estate Development |
|
|
|
|
|
|
|
Cincinnati, OH 45202
|
|
|
|
|
|
|
|
|
|
WSALD-CEH,
LLC(1)
|
|
Commercial Real |
|
Equity Interest |
|
|
50.0% |
|
|
1919 Pennsylvania Ave, N.W.
|
|
Estate Developer |
|
|
|
|
|
|
|
Washington, DC 20006
|
|
|
|
|
|
|
|
|
|
Van Ness Hotel,
Inc.(1)
|
|
Hotel |
|
Common Stock |
|
|
100.0% |
|
|
1919 Pennsylvania Ave, N.W.
|
|
|
|
|
|
|
|
|
|
Washington, DC 20006
|
|
|
|
|
|
|
|
|
|
|
(1) |
The portfolio company is deemed to be an affiliated person under
the 1940 Act because we hold one or more seats on the portfolio
companys board of directors, are the general partner, or
are the managing member. |
|
(2) |
Alaris Consulting, LLC owns 95% of Alaris Consulting, Inc. |
|
(3) |
Included in Class C Equity Interests in the Consolidated
Statement of Investments. |
|
(4) |
Callidus Capital Corporation owns 80% of Callidus Capital
Management, LLC. |
|
(5) |
The affiliate holds subordinated debt issued by Impact
Innovations Group, LLC. We made an investment in and exchanged
our existing subordinated debt for equity interests in the
affiliate. |
|
(6) |
In the first quarter of 2007, we exercised our option to acquire
a majority of the voting securities of Hot Stuff Foods, LLC at
fair market value. |
|
(7) |
Avborne, Inc. and Avborne Heavy Maintenance, Inc. are affiliated
companies. |
|
(8) |
Callidus Capital Management, LLC is the manager of the fund (see
Note 4 above). |
|
(9) |
These portfolio companies are included in the Commercial Real
Estate Finance Equity Interests in the Consolidated
Statement of Investments. |
|
|
(10) |
Common stock is non-voting. In addition to non-voting stock
ownership, we have an option to acquire a majority of the voting
securities of the portfolio company at fair market value. |
|
(11) |
Triview Investments Inc. holds investments in Longview
Cable & Data, LLC, Triax Holdings, LLC, and Crescent
Hotels & Resorts, LLC and affiliates. |
|
(12) |
In August 2007, we sold our majority equity interest in Mercury
Air Centers, Inc. See Managements Discussion and
Analysis of Financial Condition and Results of Operations. |
|
(13) |
Our affiliate holds 100% of the general partnership interests in
the Allied Capital Senior Debt Fund, L.P. (the Fund). See
Managements Discussion and Analysis and Results of
Operations Allied Capital Senior Debt Fund,
L.P. above. We hold 41% of the
Class A-1 limited
partnership interests in the Fund, however; we only own 25% of
the total limited partnership interests in the Fund. |
|
(14) |
WMA Equity Corporation holds 23% of the equity interests in Wear
Me Apparel LLC. |
|
(15) |
Limited partnership interests are non-voting. |
108
DETERMINATION OF NET ASSET VALUE
Quarterly Net Asset Value Determination
We determine the net asset value per share of our common stock
quarterly. The net asset value per share is equal to the value
of our total assets minus liabilities divided by the total
number of common shares outstanding.
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
1940 Act, 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. Because of the inherent
uncertainty of determining the fair value of investments that do
not have a readily available market value, the fair value of our
investments determined in good faith by the Board of Directors
may differ significantly from the values that would have been
used had a ready market existed for the investments, and the
differences could be material.
There is no single standard for determining fair value in good
faith. As a result, determining fair value requires that
judgment be applied to the specific facts and circumstances of
each portfolio investment while employing a consistently applied
valuation process for the types of investments we make. Unlike
banks, we are not permitted to provide a general reserve for
anticipated loan losses. Instead, we are required to
specifically value each individual investment on a quarterly
basis. We will record unrealized depreciation on investments
when we believe that an investment has become impaired,
including where collection of a loan or realization of an equity
security is doubtful, or when the enterprise value of the
portfolio company does not currently support the cost of our
debt or equity investment. Enterprise value means the entire
value of the company to a potential buyer, including the sum of
the values of debt and equity securities used to capitalize the
enterprise at a point in time. We will record unrealized
appreciation if we believe that the underlying portfolio company
has appreciated in value and/or our equity security has
appreciated in value. Changes in fair value are recorded in the
statement of operations as net change in unrealized appreciation
or depreciation.
As a business development company, we invest 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.
109
Valuation Methodology. Our process for determining
the fair value of a private finance investment begins with
determining the enterprise value of the portfolio company. The
fair value of our investment is based on the enterprise value at
which the portfolio company could be sold in an orderly
disposition over a reasonable period of time between willing
parties other than in a forced or liquidation sale. The
liquidity event whereby we exit a private finance investment is
generally the sale, the recapitalization or, in some cases, the
initial public offering of the portfolio company.
There is no one methodology to determine enterprise value and,
in fact, for any one portfolio company, enterprise value is best
expressed as a range of fair values. However, we must derive a
single estimate of enterprise value. To determine the enterprise
value of a portfolio company, we analyze its historical and
projected financial results. This financial and other
information is generally obtained from the portfolio companies,
and may represent unaudited, projected or pro forma financial
information. We generally require portfolio companies to provide
annual audited and quarterly unaudited financial statements, as
well as annual projections for the upcoming fiscal year.
Typically in the private equity business, companies are bought
and sold based on multiples of EBITDA, cash flow, net income,
revenues or, in limited instances, book value. The private
equity industry uses financial measures such as EBITDA or
EBITDAM (Earnings Before Interest, Taxes, Depreciation,
Amortization and, in some instances, Management fees) in order
to assess a portfolio companys financial performance and
to value a portfolio company. EBITDA and EBITDAM are not
intended to represent cash flow from operations as defined by
U.S. generally accepted accounting principles and such
information should not be considered as an alternative to net
income, cash flow from operations, or any other measure of
performance prescribed by U.S. generally accepted accounting
principles. When using EBITDA to determine enterprise value, we
may adjust EBITDA for non-recurring items. Such adjustments are
intended to normalize EBITDA to reflect the portfolio
companys earnings power. Adjustments to EBITDA may include
compensation to previous owners, acquisition, recapitalization,
or restructuring related items or one-time non-recurring income
or expense items.
In determining a multiple to use for valuation purposes, we
generally look to private merger and acquisition statistics, the
entry multiple for the transaction, discounted public trading
multiples or industry practices. In estimating a reasonable
multiple, we consider not only the fact that our portfolio
company may be a private company relative to a peer group of
public comparables, but we also consider the size and scope of
our portfolio company and its specific strengths and weaknesses.
In some cases, the best valuation methodology may be a
discounted cash flow analysis based on future projections. If a
portfolio company is distressed, a liquidation analysis may
provide the best indication of enterprise value.
If there is adequate enterprise value to support the repayment
of our debt, the fair value of our loan or debt security
normally corresponds to cost unless the borrowers
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 liquidation of the portfolio company
is greater than our cost basis. 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
110
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.
Loans and Debt Securities. For loans
and debt securities, fair value generally approximates cost
unless the borrowers enterprise value, overall financial
condition or other factors lead to a determination of fair value
at a different amount. The value of loan and debt securities may
be greater than our cost basis if the amount that would be
repaid on the loan or debt security upon the sale 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.
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.
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.
Determinations In Connection With Offerings
In connection with each offering of shares of our common stock,
the Board of Directors or a committee thereof is required to
make the determination that we are not selling shares of our
common stock at a price below our then current net asset value
at the
111
time at which the sale is made. The Board of Directors considers
the following factors, among others, in making such
determination:
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the net asset value of our common stock disclosed in the most
recent periodic report we filed with the SEC; |
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our managements assessment of whether any material change
in the net asset value has occurred (including through the
realization of net gains on the sale of our portfolio
investments) from the period beginning on the date of the most
recently disclosed net asset value to the period ending two days
prior to the date of the sale of our common stock; and |
|
|
|
the magnitude of the difference between the net asset value
disclosed in the most recent periodic report we filed with the
SEC and our managements assessment of any material change
in the net asset value since the date of the most recently
disclosed net asset value, and the offering price of the shares
of our common stock in the proposed offering. |
Importantly, this determination does not require that we
calculate net asset value in connection with each offering of
shares of our common stock, but instead it involves the
determination by the Board of Directors or a committee thereof
that we are not selling shares of our common stock at a price
below the then current net asset value at the time at which the
sale is made.
Moreover, to the extent that there is even a remote possibility
that we may (i) issue shares of our common stock at a price
below the then current net asset value of our common stock at
the time at which the sale is made or (ii) trigger the
undertaking (which we provided to the SEC in the registration
statement to which this prospectus is a part) to suspend the
offering of shares of our common stock pursuant to this
prospectus if the net asset value fluctuates by certain amounts
in certain circumstances until the prospectus is amended, the
Board of Directors or a committee thereof will elect, in the
case of clause (i) above, either to postpone the offering
until such time that there is no longer the possibility of the
occurrence of such event or to undertake to determine net asset
value within two days prior to any such sale to ensure that such
sale will not be below our then current net asset value, and, in
the case of clause (ii) above, to comply with such
undertaking or to undertake to determine net asset value to
ensure that such undertaking has not been triggered.
These processes and procedures are part of our compliance
policies and procedures. Records will be made contemporaneously
with all determinations described in this section and these
records will be maintained with other records we are required to
maintain under the 1940 Act.
112
MANAGEMENT
Our Board of Directors oversees our management. The
responsibilities of the Board of Directors include, among other
things, the oversight of our investment activity, the quarterly
valuation of our assets, oversight of our financing arrangements
and corporate governance activities. The Board of Directors
maintains an Executive Committee, Audit Committee, Compensation
Committee, and Corporate Governance/Nominating Committee, and
may establish additional committees from time to time as
necessary. All of our directors also serve as directors of our
subsidiaries.
The management of our company and our investment portfolio is
the responsibility of various corporate committees, including
the management committee, the investment committee, and the
portfolio management committee. See Portfolio
Management.
Structure of Board of Directors
Our Board of Directors is classified into three approximately
equal classes with three-year terms, with the term of office of
only one of the three classes expiring each year. Directors
serve until their successors are elected and qualified.
Directors
Our directors have been divided into two
groups interested directors and independent
directors. Interested directors are interested
persons of Allied Capital as defined in the 1940 Act.
Information regarding our Board of Directors at August 9,
2007, is as follows:
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Director | |
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Expiration | |
Name |
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Age | |
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Position |
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Since(1) | |
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of Term | |
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Interested Directors
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William L. Walton
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57 |
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Chairman, Chief Executive Officer and President |
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1986 |
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2010 |
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Joan M. Sweeney
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47 |
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Chief Operating Officer |
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|
2004 |
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2010 |
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Robert E. Long
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76 |
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Director |
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1972 |
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2010 |
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Independent Directors
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Ann Torre Bates
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49 |
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Director |
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2003 |
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2009 |
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Brooks H. Browne
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57 |
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Director |
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1990 |
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2010 |
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John D. Firestone
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63 |
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Director |
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1993 |
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2008 |
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Anthony T. Garcia
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51 |
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Director |
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1991 |
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2008 |
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Edwin L. Harper
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65 |
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Director |
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2006 |
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2009 |
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Lawrence I. Hebert
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60 |
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Director |
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1989 |
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2008 |
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John I. Leahy
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76 |
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Director |
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1994 |
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2009 |
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Alex J. Pollock
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64 |
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Director |
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2003 |
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2009 |
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Marc F. Racicot
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59 |
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Director |
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2005 |
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2008 |
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Guy T. Steuart II
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76 |
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Director |
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1984 |
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2009 |
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Laura W. van Roijen
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55 |
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Director |
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1992 |
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2008 |
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(1) |
Includes service as a director of any of the predecessor
companies of Allied Capital. |
Each director has the same address as Allied Capital, 1919
Pennsylvania Avenue, N.W., Washington, D.C. 20006.
113
Executive Officers
Information regarding our executive officers at August 9,
2007, is as follows:
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Name |
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Age | |
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Position |
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William L. Walton
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57 |
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Chairman, Chief Executive Officer and President |
Joan M. Sweeney
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47 |
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Chief Operating Officer |
Kelly A. Anderson
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53 |
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Executive Vice President and Treasurer |
Scott S. Binder
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52 |
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Chief Valuation Officer |
Ralph G. Blasey III
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46 |
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Executive Vice President and Private Finance General Counsel |
John M. Fruehwirth
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39 |
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Managing Director |
Michael J. Grisius
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43 |
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Managing Director |
Jeri J. Harman
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50 |
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Managing Director |
Thomas C. Lauer
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40 |
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Managing Director |
G. Scott Lesmes
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|
40 |
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Chief Legal Officer and Chief Compliance Officer |
Robert D. Long
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50 |
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Managing Director |
Justin S. Maccarone
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48 |
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Managing Director |
Robert M. Monk
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41 |
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Managing Director |
Diane E. Murphy
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53 |
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Executive Vice President and Director of Human Resources |
Penni F. Roll
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41 |
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Chief Financial Officer |
Daniel L. Russell
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42 |
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Managing Director |
John M. Scheurer
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55 |
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Managing Director |
John D. Shulman
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44 |
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Managing Director |
Suzanne V. Sparrow
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41 |
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Executive Vice President and Corporate Secretary |
Each executive officer has the same address as Allied Capital,
1919 Pennsylvania Avenue, N.W., Washington, D.C. 20006.
Biographical Information
Directors
Our directors have been divided into two groups
interested directors and independent directors. Interested
directors are interested persons of Allied Capital
as defined in the 1940 Act.
Interested Directors
William L. Walton has been Chairman, President and Chief
Executive Officer of Allied Capital since 1997 and a director
since 1986. Mr. Waltons previous experience includes
serving as a Managing Director of Butler Capital Corporation, as
personal investment advisor to William S. Paley, founder of
CBS, and as Senior Vice President in Lehman Brothers Kuhn
Loebs Merger and Acquisition Group. He also founded two
education service companies Language Odyssey and
SuccessLab. Mr. Walton currently serves on the boards of the
U.S. Chamber of Commerce and the Financial Services
Roundtable, and he is the Board President of the National
Symphony Orchestra. Mr. Walton is Chairman of the Kelley School
of Business Deans Council at Indiana University.
114
Joan M. Sweeney is the Chief Operating Officer of Allied
Capital and has been employed by Allied Capital since 1993. Ms.
Sweeney oversees Allied Capitals daily operations. Prior
to joining Allied Capital, Ms. Sweeney was employed by
Ernst & Young, Coopers & Lybrand, and the
Division of Enforcement of the Securities and Exchange
Commission.
Robert E. Long has been the Chief Executive Officer and a
director of GLB Group, Inc., an investment management firm,
since 1997 and President of Ariba GLB Asset
Management, Inc., the parent company of GLB Group, Inc.,
since 2005. He has been the Chairman of Emerald City Radio
Partners, LLC since 1997. Mr. Long was the President of
Business News Network, Inc. from 1995 to 1998, the Chairman and
Chief Executive Officer of Southern Starr Broadcasting Group,
Inc. from 1991 to 1995, and a director and the President of
Potomac Asset Management, Inc. from 1983 to 1991. Mr. Long
is a director of AmBase Corporation, CSC Scientific, Inc., and
Advanced Solutions International, Inc. Mr. Long is the
father of Robert D. Long, an executive officer of Allied
Capital.
Independent Directors
Ann Torre Bates has been a strategic and financial
consultant since 1997. From 1995 to 1997, Ms. Bates served
as Executive Vice President, CFO and Treasurer of NHP, Inc., a
national real estate services firm. From 1991 to 1995,
Ms. Bates was Vice President and Treasurer of
US Airways. She currently serves on the boards of Franklin
Mutual Series, Franklin Mutual Recovery, and SLM Corporation
(Sallie Mae).
Brooks H. Browne has been a private investor since 2002.
Mr. Browne was the President of Environmental Enterprises
Assistance Fund from 1993 to 2002 and served as a director from
1991 to 2005. He currently serves as Chairman of the Board for
Winrock International, a non-profit organization.
John D. Firestone has been a Partner of Secor Group, a
venture capital firm since 1978. Mr. Firestone has also
served as a director of Security Storage Company of Washington,
DC, since 1978. He is currently a director of Cuisine Solutions,
Inc., and several non-profit organizations, including the
National Rehabilitation Hospital, The Washington Ballet and the
Tudor Place Foundation of which he is the past president. From
1997 to 2001 he was a director of The Bryn Mawr Trust
Corporation.
Anthony T. Garcia has been a private investor since
March 2007. Previously, Mr. Garcia was Vice President
of Finance of Kirusa, a developer of mobile services, from
January to March 2007, and was a private investor from 2003
through 2006. Mr. Garcia was Vice President of Finance of
Formity Systems, Inc., a developer of software products for
business management of data networks, from 2002 through 2003.
Mr. Garcia was a private investor from 2000 to 2001, the
General Manager of Breen Capital Group, an investor in tax
liens, from 1997 to 2000, and a Senior Vice President of Lehman
Brothers Inc. from 1985 to 1996.
Edwin L. Harper has been an executive for Assurant, Inc.,
a financial services and insurance provider, since 1998. He
currently serves as Senior Vice President, Public Affairs and
Government Relations and previously served as Chief Operating
Officer and Chief Financial Officer for Assurants largest
subsidiary. From 1992 to 1997, Mr. Harper served as
President and Chief Executive Officer of the Association of
American Railroads. He also spent five years with Campbell Soup
Company, serving as Chief Financial Officer from 1986 to 1991.
Earlier in his career, Mr. Harper served on the White House
staffs of
115
both President Reagan and President Nixon. Mr. Harper
currently serves as Director for the Council for Excellence in
Government.
Lawrence I. Hebert is Senior Advisor for PNC Bank, N.A.,
and was a director and President and Chief Executive Officer of
Riggs Bank N.A., a subsidiary of Riggs National Corporation,
from 2001 to 2005. Mr. Hebert also served as Chief
Executive Officer of Riggs National Corporation during 2005 and
served as a director of Riggs National Corporation from 1988 to
2005. Mr. Hebert served as a director of Riggs Investment
Advisors and Riggs Bank Europe Limited (both indirect
subsidiaries of Riggs National Corporation). Mr. Hebert
previously served as Vice Chairman from 1983 to 1998, President
from 1984 to 1998, and Chairman and Chief Executive Officer from
1998 to 2001 of Allbritton Communications Company.
John I. Leahy has been the President of Management and
Marketing Associates, a management consulting firm, since 1986.
Previously, Mr. Leahy spent 34 years of his career
with Black & Decker Corporation, where he served as
President and CEO of the United States subsidiary from 1979 to
1981 and President and Group Executive Officer of the Western
Hemisphere of Black & Decker Corporation from 1982 to
1985. Mr. Leahy is currently a director of B&L Sales,
Inc. and Chairman of Integra Health Management, Inc. He is also
Trustee Emeritus of the Sellinger School of Business at Loyola
College, Maryland.
Alex J. Pollock has been a Resident Fellow at the
American Enterprise Institute since 2004. He was President and
Chief Executive Officer of the Federal Home Loan Bank of Chicago
from 1991 to 2004. He currently serves as a director of the
Chicago Mercantile Exchange, Great Lakes Higher Education
Corporation, the Great Books Foundation, the Illinois Council on
Economic Education and the International Union for Housing
Finance. Allied Capital has contributed $25 thousand to the
American Enterprise Institute.
Marc F. Racicot has served as President and Chief
Executive Officer of the American Insurance Association since
August 2005. Prior to that, he was an attorney at the law firm
of Bracewell & Giuliani, LLP from 2001 to 2005. He is a
former Governor (1993 to 2001) and Attorney General (1989 to
1993) of the State of Montana. Mr. Racicot was appointed by
President Bush to serve as the Chairman of the Republican
National Committee from 2002 to 2003 and he served as Chairman
of the Bush/Cheney Re-election Committee from 2003 to 2004. He
presently serves on the Board of Directors for Burlington
Northern Santa Fe Corporation, Massachusetts Mutual Life
Insurance Company, Jobs for Americas Graduates, and the
Board of Visitors for the University of Montana School of Law.
Guy T. Steuart II has been a director of Steuart
Investment Company, which manages, operates, and leases real and
personal property and holds stock in operating subsidiaries
engaged in various businesses, since 1960 where he served as
President until 2003 and currently serves as Chairman.
Mr. Steuart has served as Trustee Emeritus of Washington
and Lee University since 1992.
Laura W. van Roijen has been a private investor since
1992. Ms. van Roijen was a Vice President at Citicorp from
1982 to 1992.
Executive Officers who are not Directors
Kelly A. Anderson, Executive Vice President and
Treasurer, has been employed by Allied Capital since 1987.
Ms. Andersons responsibilities include Allied
Capitals infrastructure operations, business process
management, and certain treasury functions.
116
Scott S. Binder, Chief Valuation Officer, has been
employed by Allied Capital since 1997. He has served as Chief
Valuation Officer since 2003. He served as a consultant to the
Company from 1991 until 1997. Prior to joining the Company,
Mr. Binder formed and was President of Overland
Communications Group. He also served as a board member and
financial consultant for a public affairs and lobbying firm in
Washington, DC. Mr. Binder founded Lonestar Cablevision in
1986, serving as President until 1991. In the early 1980s,
Mr. Binder worked for two firms specializing in leveraged lease
transactions. From 1976 to 1981, he was employed by
Coopers & Lybrand.
Ralph G. Blasey III, Executive Vice President and
Private Finance General Counsel, has been employed by Allied
Capital since 2004. Prior to joining Allied Capital,
Mr. Blasey practiced law from 1987 to 2004. He joined the
law firm of Baker & Hostetler, LLP in 1989 and was
named a partner in 1996.
John M. Fruehwirth, Managing Director, has been employed
by Allied Capital since 2003. Previously, he worked at Wachovia
(formerly First Union) in several merchant banking groups
including Wachovia Capital Partners, Leveraged Capital and
Middle Market Capital from 1999 to 2003. Prior to that,
Mr. Fruehwirth worked in First Unions Leveraged
Finance Group from 1996 to 1998.
Michael J. Grisius, Managing Director, has been employed
by Allied Capital since 1992. Prior to joining Allied Capital,
Mr. Grisius worked in leveraged finance at Chemical Bank
from 1989 to 1992 and held senior accountant and consultant
positions with KPMG LLP from 1985 to 1988.
Jeri J. Harman, Managing Director, has been employed by
Allied Capital since 2004. Prior to joining Allied Capital,
Ms. Harman served as a Managing Director and Principal for
American Capital Strategies, Ltd., a business development
company, from 2000 until 2004. She worked as a Managing Director
and Head of Private Placements for First Security Van Kasper
from 1996 to 2000 and a Managing Director of Coopers &
Lybrand from 1993 to 1996. From 1982 to 1993, Ms. Harman
held various senior level positions in the private placement arm
of The Prudential Insurance Company of America. She has served
on the Board of Directors for the Association of Corporate
Growth since 2000 and currently serves on the Board of the
Womens Leadership Council.
Thomas C. Lauer, Managing Director, has been employed by
Allied Capital since 2004. Prior to joining Allied Capital,
Mr. Lauer worked in GE Capitals sponsor finance group
from 2003 to 2004 and in the merchant banking and leveraged
finance groups of Wachovia Securities (previously First Union
Securities) from 1997 to 2003. He also held senior analyst
positions at Intel Corporation and served as a corporate lender
and credit analyst at National City Corporation.
G. Scott Lesmes, Chief Legal Officer and Chief
Compliance Officer, has been employed by Allied Capital since
2007. Prior to joining Allied Capital, Mr. Lesmes served as
Senior Vice President and Deputy General Counsel at Fannie Mae
from 2005 to 2007 where he was responsible for corporate,
securities and securitization legal matters. From 2000 to 2005,
he was a Vice President and Deputy General Counsel for corporate
and securities matters at Fannie Mae. Earlier in his career, he
served as an Associate at Silver, Freedman and Taff, LLP
specializing in mergers and acquisitions, initial public
offerings, and various financing transactions.
Robert D. Long, Managing Director, has been employed by
Allied Capital since 2002 and currently manages our business
development activities. Prior to joining Allied Capital,
117
Mr. Long was Managing Director and Head of Investment
Banking at C.E. Unterberg from 2001 to 2002, and Managing
Director at E*OFFERING/Wit SoundView from 2000 to 2001. He also
held management positions at Bank of America (Montgomery
Securities) from 1996 to 2000, and Nomura Securities
International from 1992 to 1996, and prior to that he served as
a Managing Director at CS First Boston.
Justin S. Maccarone, Managing Director, has been employed
by Allied Capital since 2005. Prior to joining Allied Capital,
Mr. Maccarone served as a partner with UBS Capital
Americas, LLC, a private equity fund focused on middle market
investments, from 1993 to 2005. Prior to that,
Mr. Maccarone served as a Senior Vice President at GE
Capital specializing in merchant banking and leveraged finance
from 1989 to 1993 and served as Vice President of the Leveraged
Finance Group at HSBC/ Marine Midland Bank from 1981 to 1989.
Robert M. Monk, Managing Director, has been employed by
Allied Capital since 1993. Prior to joining Allied Capital,
Mr. Monk worked in the leveraged finance group at First
Union National Bank (currently Wachovia Securities).
Diane E. Murphy, Executive Vice President and Director of
Human Resources, has been employed by Allied Capital since 2000.
Prior to joining Allied Capital, Ms. Murphy was employed by
Allfirst Financial from 1982 to 1999 and served in several
capacities including head of the retail banking group in the
Greater Washington Metro Region from 1994 to 1996 and served as
the senior human resources executive from 1996 to 1999.
Penni F. Roll, Chief Financial Officer, has been employed
by Allied Capital since 1995. Ms. Roll is responsible for
Allied Capitals financial operations. Prior to joining
Allied Capital, Ms. Roll was employed by KPMG LLP in the
firms audit practice.
Daniel L. Russell, Managing Director, has been
employed by Allied Capital since 1998. Prior to joining Allied
Capital, Mr. Russell was employed by KPMG LLP in the firms
financial services group.
John M. Scheurer, Managing Director, has been employed by
Allied Capital since 1991. Mr. Scheurer is currently a
member of the Board of Governors of the Commercial Mortgage
Securities Association. He has also served as Chairman and as a
Vice Chair of the Capital Markets Committee for the Commercial
Real Estate Finance Committee of the Mortgage Bankers
Association.
John D. Shulman, Managing Director, has been employed by
Allied Capital since 2001. Prior to joining Allied Capital, Mr.
Shulman served as the President and CEO of Onyx International,
LLC, a private equity firm, from 1994 to 2001. He currently
serves as a member of the investment committee of Greater China
Private Equity Fund.
Suzanne V. Sparrow, Executive Vice President and
Corporate Secretary, has been employed by Allied Capital since
1987. Ms. Sparrow manages various special projects for
Allied Capital and is involved in Allied Capitals
compliance and corporate governance activities.
Committees of the Board of Directors
Our Board of Directors has established an Executive Committee,
an Audit Committee, a Compensation Committee, and a Corporate
Governance/ Nominating Committee. The Audit Committee,
Compensation Committee, and Corporate Govern-
118
ance/ Nominating Committee each operate pursuant to a committee
charter. The charter of each Committee is available on our web
site at www.alliedcapital.com in the Investor Resources section
and is also available in print to any stockholder or other
interested party who requests a copy.
The Executive Committee has and may exercise those rights,
powers, and authority that the Board of Directors from time to
time grants to it, except where action by the Board is required
by statute, an order of the Securities and Exchange Commission
(the Commission), or Allied Capitals charter or bylaws.
The Executive Committee has been delegated authority from the
Board to review and approve certain investments. The Executive
Committee met 50 times during 2006. The Executive Committee
members currently are Messrs. Walton (Chairman), Harper,
Hebert, Leahy, Long, Pollock and Steuart. Messrs. Harper,
Hebert, Leahy, Pollock, and Steuart are independent directors
for purposes of the 1940 Act. Messrs. Walton and Long are
interested persons of Allied Capital, as defined in
Section 2(a)(19) of the 1940 Act.
The Audit Committee operates pursuant to a charter approved by
the Board of Directors and meets the requirements of
Section 3(a)(58)(A) of the Exchange Act. The charter sets
forth the responsibilities of the Audit Committee. The primary
function of the Audit Committee is to serve as an independent
and objective party to assist the Board of Directors in
fulfilling its responsibilities for overseeing and monitoring
the quality and integrity of our financial statements, the
adequacy of our system of internal controls, the review of the
independence, qualifications and performance of our independent
registered public accounting firm, and the performance of our
internal audit function. The Audit Committee met 13 times during
2006. The Audit Committee is presently composed of five persons,
including Mmes. Bates (Chairman) and van Roijen and
Messrs. Browne, Garcia, and Harper, all of whom are
considered independent under the rules promulgated by the New
York Stock Exchange. Our Board of Directors has determined that
Ms. Bates and Messrs. Browne, Garcia, and Harper are
audit committee financial experts as defined under
Item 407(d)(5) of
Regulation S-K of
the Securities Exchange Act of 1934, as each meets the current
independence and experience requirements of Rule 10A-3 of
the Exchange Act and, in addition, are not interested
persons of the Company as defined in Section 2(a)(19)
of the 1940 Act.
The Compensation Committee approves the compensation of our
executive officers, and reviews the amount of salary and bonus
for each of the Companys other officers and employees. In
addition, the Compensation Committee approves stock option
grants for our officers under our Amended Stock Option Plan,
determines the Individual Performance Awards (IPA) and
Individual Performance Bonuses (IPB) for participants and
determines other compensation arrangements for employees. The
Compensation Committee met nine times during 2006. The
Compensation Committee members currently are Messrs. Garcia
(Chairman), Browne, Firestone, Leahy, and Racicot, each of whom
is not an interested person as defined in
Section 2(a)(19) of the 1940 Act.
The Corporate Governance/ Nominating Committee recommends
candidates for election as directors to the Board of Directors
and makes recommendations to the Board as to our corporate
governance policies. The Corporate Governance/ Nominating
Committee met four times during 2006. The Corporate Governance/
Nominating Committee members currently are Messrs. Hebert
(Chairman), Firestone, Pollock, Racicot, and Steuart, each of
whom is not an interested person as defined in
Section 2(a)(19) of the 1940 Act.
119
The Corporate Governance/ Nominating Committee will consider
qualified director nominees recommended by stockholders when
such recommendations are submitted to the care of the Corporate
Secretary in accordance with the Companys bylaws,
Corporate Governance Policy, and any other applicable law, rule
or regulation regarding director nominations. When submitting a
nomination to the Company for consideration, a stockholder must
provide certain information that would be required under
applicable Commission rules, including the following minimum
information for each director nominee: full name, age and
address; principal occupation during the past five years;
current directorships on publicly held companies and investment
companies; number of shares of Company common stock owned, if
any; and, a written consent of the individual to stand for
election if nominated by the Board of Directors and to serve if
elected by the stockholders.
120
PORTFOLIO MANAGEMENT
The management of our company and our investment portfolio is
the responsibility of various corporate committees, including
the management committee, the investment committee, and the
portfolio management committee. In addition, the Executive
Committee of the Board of Directors approves certain investment
decisions.
Our management committee is responsible for, among other things,
business planning and the establishment and review of general
investment criteria. The management committee is chaired by
William Walton, our Chief Executive Officer (CEO), and currently
includes Joan Sweeney, our Chief Operating Officer (COO), Penni
Roll, our Chief Financial Officer (CFO), Scott Binder, our Chief
Valuation Officer (CVO), Scott Lesmes, our Chief Legal Officer,
and John Fruehwirth, Michael Grisius, Jeri Harman, Thomas Lauer,
Robert D. Long, Justin Maccarone, Robert Monk, Daniel
Russell, John Scheurer, and John Shulman, all managing
directors. The composition of the committee may change from time
to time.
Our investment committee is responsible for approving new
investments. Our investment committee is chaired by William
Walton, CEO, and currently includes Joan Sweeney, COO, Penni
Roll, CFO, Scott Binder, CVO (non-voting), John Fruehwirth,
Michael Grisius, Jeri Harman, Thomas Lauer, Robert D. Long,
Justin Maccarone, Robert Monk, Daniel Russell, John Scheurer,
John Shulman and Paul Tanen, all managing directors. The
composition of the committee may change from time to time.
In addition to approval by the investment committee, each
transaction that represents a commitment equal to or greater
than $20 million, every buyout transaction, and any other
investment that in our judgment demonstrates unusual risk/reward
characteristics also requires the approval of the Executive
Committee of the Board of Directors. Our Executive Committee is
currently comprised of Messrs. Walton, Harper, Hebert,
Leahy, Long, Pollock and Steuart.
Our portfolio management committee is responsible for review and
oversight of the investment portfolio, including reviewing the
performance of selected portfolio companies, overseeing
portfolio companies in workout status, reviewing and approving
certain modifications or amendments to or certain additional
investments in existing portfolio companies, reviewing and
approving certain portfolio exits, reviewing and approving
certain actions by portfolio companies whose voting securities
are more than 50% owned by us, reviewing significant
investment-related litigation matters where we are a named
party, and reviewing and approving proxy votes with respect to
our portfolio investments. From time to time we will identify
investments that require closer monitoring or become workout
assets. We develop a workout strategy for workout assets and the
portfolio management committee gauges our progress against the
strategy. Our portfolio management committee is chaired by
William Walton, CEO, and currently includes Joan Sweeney, COO,
Penni Roll, CFO, Scott Binder, CVO (non-voting), Ralph Blasey,
Private Finance General Counsel, and Christina DelDonna, Susan
Mayer, John Scheurer and Paul Tanen, all managing directors. The
composition of the committee may change from time to time.
We are internally managed and our investment professionals
manage the investments in our portfolio. These investment
professionals have extensive experience in managing investments
in private businesses in a variety of industries, and are
familiar with our approach of lending and investing. Because we
are internally managed, we pay no external
121
investment advisory fees, but instead we pay the operating costs
associated with employing investment and other professionals.
Biographical Information for Non-Executive Officers
Information regarding the business experience of the additional
investment professionals who are directors or executive officers
is contained under the caption Management
Biographical Information.
Christina L. DelDonna, Managing Director, has been
employed by Allied Capital since 1992. Ms. DelDonna has
previously worked in a number of other managerial roles during
her tenure with Allied Capital. Prior to joining Allied Capital,
Ms. DelDonna held several accounting, audit, and financial
analyst roles within a variety of industries.
Susan Mayer, Managing Director, has been employed by
Allied Capital since 2003. Prior to joining Allied Capital,
Ms. Mayer served in various investment and management
positions with MCI Communications Corporation from 1993 to 2003.
Before joining MCI, Ms. Mayer served in a variety of
corporate development, management, and consulting roles and was
employed by NHP, Inc. from 1991 to 1993, Comsat, Inc. from 1986
to 1991, and the Boston Consulting Group from 1979 to 1986.
Paul R. Tanen, Managing Director, has been employed by
Allied Capital since May 2006, and was also employed by Allied
Capital from 2000 until 2004. From 2004 to 2006, Mr. Tanen
served as a consultant to Allied Capital. Prior to working with
Allied Capital, Mr. Tanen served as a Managing Director at
Ridgefield Partners from 1998 to 2000, and was a Founding Member
of the private equity group at Charter Oak Partners from 1992
to 1998.
Compensation
The compensation for the members of our management committee,
investment committee, and portfolio management committee
includes: (i) annual base salary; (ii) annual cash
bonus; (iii) stock options; and (iv) individual
performance award and/or individual performance bonus.
Compensation for the members of our Executive Committee, with
the exception of Mr. Walton, consists of: (i) annual
retainer; (ii) attendance fee per committee meeting; and
(iii) stock options. The compensation of the members of the
management committee, investment committee and portfolio
management committee is determined in the same manner as the
compensation received by our named executive officers. See
Management and Compensation of Directors and
Executive Officers for additional information regarding
our compensation program and our determination of individual
compensation.
Beneficial Ownership
Messrs. Walton, Long, and Steuart, members of the Executive
Committee, beneficially own shares of our common stock with a
value of more than $1,000,000, based on the closing price of
$32.87 on August 9, 2007, on the New York Stock Exchange.
Messrs. Hebert, Leahy, and Pollock, members of the Executive
Committee, beneficially own shares of our common stock with a
value of $500,001 to $1,000,000 based on the August 9,
2007, closing price. Mr. Harper, member of the Executive
Committee, beneficially owns shares of our common stock with a
value of $50,001 to $100,000 based on the August 9, 2007,
closing price. Each member of the management committee and the
portfolio management committee beneficially owns shares of our
common stock with a value of more than $1,000,000, based on the
August 9, 2007 closing price. Each member of the investment
committee beneficially owns shares of our common stock with a
value of more than $1,000,000, based on the August 9, 2007
closing price.
122
Conflicts of Interest
Certain of the members of the Executive Committee, the
management committee, the investment committee, and the
portfolio management committee serve or may serve in an
investment management capacity to the Allied Capital Senior Debt
Fund, L.P. (the Fund). Specifically, the credit committee for
the Fund includes certain of our officers who serve in similar
roles for us, including William Walton, Christina DelDonna,
Thomas Lauer, and Robert D. Long. 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. See Risk
Factors There are potential conflicts of interest
between us and the Allied Capital Senior Debt Fund, L.P.
123
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Under SEC rules applicable to business development companies, we
are required to set forth certain information regarding the
compensation of certain executive officers and directors. The
following tables set forth compensation earned during the year
ended December 31, 2006, by all of our directors, our
principal executive officer, our principal financial officer,
and each of our three highest paid executive officers
(collectively, the Named Executive Officers or NEOs) in each
capacity in which each NEO served. Certain of the NEOs served as
both officers and directors.
DIRECTOR COMPENSATION
The following table sets forth compensation that we paid during
the year ended December 31, 2006, to our directors. Our
directors have been divided into two groups
interested directors and independent directors. Interested
directors are interested persons as defined in
Section 2(a)(19) of the 1940 Act.
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Change in |
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Pension Value |
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and Non- |
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Fees | |
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Qualified |
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Earned or | |
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Non-Equity | |
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Deferred |
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Paid in | |
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Stock | |
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Option | |
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Incentive Plan | |
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Compensation |
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All Other |
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Name |
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Cash | |
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Awards | |
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Awards(1) | |
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Compensation | |
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Earnings(4) |
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Compensation |
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Total | |
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Interested Directors
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William L.
Walton(2)
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$ |
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n/a |
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$ |
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n/a |
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$ |
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$ |
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$ |
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Joan M.
Sweeney(2)
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$ |
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n/a |
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$ |
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n/a |
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$ |
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$ |
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$ |
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Robert E. Long
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$ |
109,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
127,169 |
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Independent Directors
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Ann Torre Bates
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$ |
84,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
102,169 |
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Brooks H. Browne
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$ |
102,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
120,169 |
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John D. Firestone
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$ |
66,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
84,169 |
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Anthony T. Garcia
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$ |
102,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
120,169 |
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Edwin L. Harper
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$ |
86,500 |
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n/a |
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$ |
36,337 |
(3) |
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n/a |
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$ |
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$ |
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$ |
122,837 |
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Lawrence I. Hebert
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$ |
126,500 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
144,669 |
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John I. Leahy
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$ |
138,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
156,169 |
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Alex J. Pollock
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$ |
115,500 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
133,669 |
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Marc F. Racicot
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$ |
64,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
82,169 |
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Guy T. Steuart II
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$ |
106,500 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
124,669 |
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Laura W. van Roijen
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$ |
79,000 |
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n/a |
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$ |
18,169 |
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n/a |
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$ |
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$ |
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$ |
97,169 |
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(1) |
Reflects the annual grant of 5,000 options. Options granted vest
immediately. The fair value of the options was estimated on the
grant date for financial reporting purposes using the
Black-Scholes option pricing model and pursuant to the
requirements of FASB Statement No. 123 (Revised)
(FAS 123R). See Note 2 to our consolidated financial
statements for the assumptions used in determining FAS 123R
values. |
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(2) |
Mr. Walton and Ms. Sweeney did not receive any
compensation for serving on the Board of Directors. See
Executive Compensation Summary
Compensation below. |
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(3) |
Reflects the grant of 10,000 options made upon
Mr. Harpers initial election to the Board. |
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(4) |
There were no above market or preferential earnings on the
non-qualified deferred compensation plans. See Non-
Qualified Deferred Compensation below. |
In July 2007, our Board of Directors adopted the following
compensation structure for non-officer directors, which is
effective for 2007. Each non-officer director receives an annual
retainer of $100,000. In addition, each member of each committee
receives an annual retainer of $45,000 to attend the meetings of
the committee and each committee
124
chair also receives an annual retainer of $5,000. In addition,
members who serve on special purpose committees will receive
$3,000 per meeting.
Directors may choose to defer such fees through the 2005 Allied
Capital Non-Qualified Deferred Compensation Plan (DCP I),
and may choose to have such deferred income invested in shares
of our common stock through a trust, which is owned by us. See
Non-Qualified Deferred Compensation for additional
information.
Non-officer directors are eligible for stock option awards under
our Amended Stock Option Plan pursuant to an exemptive order
from the Commission. The terms of the order, which was granted
in September 1999, provided for a one-time grant of 10,000
options to each non-officer director on the date that the order
was issued, or on the date that any new director is elected by
stockholders to the Board of Directors. Thereafter, each
non-officer director will receive 5,000 options each year on the
date of the Annual Meeting of Stockholders at the fair market
value on the date of grant. See Amended Stock Option
Plan. The options granted to our directors vest
immediately.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview of the Compensation
Program
Compensation Philosophy. Allied Capitals
compensation and benefits programs are designed with the goal of
providing compensation that is fair, reasonable and competitive.
The programs are intended to help us align the compensation paid
to our executive officers with the achievement of certain
corporate and executive performance objectives that have been
established to achieve the long-term objectives of Allied
Capital. We also believe that the compensation programs should
enable us to attract, motivate, and retain key officers who will
contribute to our future success.
The design of our compensation programs is based on the
following:
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Competitiveness and Market Alignment Our
compensation and benefits programs are designed to be
competitive with those provided by companies with whom we
compete for talent and to be sufficient to attract the best
talent from an increasingly competitive market for top
performers in the private equity industry. In general, programs
are considered competitive when they are in a range between the
median (50th percentile) and 75th percentile of market
compensation levels as measured against similarly situated
competitor companies. Benefit programs are designed to provide
competitive levels of protection and financial security and are
not based on performance. As part of its annual review process,
the Committee reviews the competitiveness of our current
compensation levels of its key employees and executives with a
third-party compensation consultant against the competitive
market and relative to overall corporate performance during the
year. |
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Achievement of Corporate and Individual Performance
Objectives We believe that the best way to
accomplish alignment of compensation with the interests of our
stockholders is to link pay to individual performance and
individual contributions to the returns generated for
stockholders. Compensation is determined by the Compensation
Committee on a discretionary basis and is dependent on the
achievement of certain corporate and executive performance
objectives that have been established to achieve long-term
objectives of Allied Capital. When individual |
125
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performance exceeds expectations
and performance goals established during the year, pay levels
for the individual are expected to be above competitive market
levels. When individual performance falls below expectations,
pay levels are expected to be below competitive levels.
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Alignment with Requirements
of the 1940
Act Our
compensation program must align with the requirements of the
1940 Act, which imposes certain limitations on the structure of
a BDCs compensation program. For example, the 1940 Act
prohibits a BDC from maintaining a stock option plan and a
profit sharing arrangement simultaneously. As a result, if a BDC
has a stock option plan, it is prohibited from using a carried
interest formula, a common form of compensation in the private
equity industry, as a form of compensation. Because of these and
other similar limitations imposed by the 1940 Act, the
Compensation Committee is limited as to the type of compensation
arrangements that can be utilized in order to attract, retain
and motivate employees.
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Components of Total Compensation. The Compensation
Committee determined that the compensation packages for 2006 for
the named executive officers identified in the Summary
Compensation Table (the NEOs) should generally consist of the
following five key components:
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Annual base salary; |
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Annual cash bonus; |
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Stock options, priced at current market value; |
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Individual Performance Award (IPA), which is a cash award that
is generally determined at the beginning of the year based upon
the individual performance of the officer, which is used
exclusively to purchase shares of our common stock in the market
through a deferred compensation plan; and |
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Individual Performance Bonus (IPB), which is a cash award that
is generally determined at the beginning of the year based upon
the individual performance of the officer and is paid as current
compensation during the year. |
Base Salary. Base salary is designed to attract and
retain experienced executives who can drive the achievement of
our goals and objectives. While an executives initial base
salary is determined by an assessment of competitive market
levels, the factors used in determining increases in base salary
include individual performance, changes in role and/or
responsibility and changes in the competitive market environment.
We have entered into employment agreements with William
L. Walton, our Chairman and Chief Executive Officer, Joan
M. Sweeney, our Chief Operating Officer, and Penni F. Roll, our
Chief Financial Officer. See Employment
Agreements below for information regarding the material
terms of these agreements.
Annual Cash Bonus. The annual cash bonus is designed to
reward those executives that have achieved certain corporate and
executive performance objectives and have contributed to the
achievement of certain long-term objectives of Allied Capital.
The amount of the annual cash bonus is determined by the
Compensation Committee on a discretionary basis. The annual cash
bonus, when combined with base salary and the IPA and IPB
described below, is benchmarked against a range of compensation
that is
126
competitive between the median (50th percentile) and
75th percentile of market compensation levels based on the
performance of the individual.
Stock Options. Our principal objective in awarding stock
options to our officers and directors is to align each
optionees interests with the success of Allied Capital and
the financial interests of our stockholders by linking a portion
of such optionees compensation with the performance of our
stock and the value delivered to stockholders. The Compensation
Committee evaluates a number of criteria, including the past
service of each such optionee to Allied Capital, the present and
potential contributions of such optionee to the success of
Allied Capital, and such other factors as the Compensation
Committee shall deem relevant in connection with accomplishing
the purposes of the Amended Stock Option Plan, including the
recipients current stock holdings, years of service,
position with us, and other factors. The Compensation Committee
does not apply a formula assigning specific weights to any of
these factors when making its determination. The Compensation
Committee awards stock options on a subjective basis and such
awards depend in each case on the performance of the officer
under consideration, and in the case of new hires, their
potential performance. See Amended Stock Option Plan
for additional information.
IPA and IPB. Following the enactment of The
Sarbanes-Oxley Act of 2002, we were no longer permitted to
provide loans to executive officers for the exercise of stock
options, as is statutorily provided for in the 1940 Act. This
was a significant development, since a substantial component of
the total return to stockholders comes in the form of the
dividend paid on our common stock. Under the former loan
program, an officer could exercise vested stock options with a
loan for the purpose of buying the underlying shares and would
then receive dividends on the shares obtained through such
exercise and pay us interest on the loan until maturity. The
loan program was also desirable because it caused the officers
to share in the risk of ownership of the stock, since the loan
would have to be repaid. As such, under the loan program, there
was a balance of the benefits and risks of share ownership for
the officers. When the loan program was discontinued, the
Compensation Committee established a long-term incentive
compensation program whereby the Compensation Committee of the
Board of Directors determines an Individual Performance Award
(IPA) for certain officers annually, generally at the beginning
of each year. In determining the award for any one officer, the
Compensation Committee considers individual performance factors,
as well as the individuals contribution to the returns
generated for stockholders, among other factors. Stockholders
approved the Non-Qualified Deferred Compensation Plan II
(DCP II), through which the IPA is administered, in 2004.
See Non-Qualified Deferred Compensation The
2005 Deferred Compensation Plan II for additional
detail regarding the DCP II.
As a result of changes in the Code imposed by the American Jobs
Creation Act of 2004 (JCA) regarding non-qualified deferred
compensation plans, as well as an increase in the competitive
market for recruiting and retaining top performers in private
equity firms, beginning in 2005 the Board of Directors
determined that a portion of the IPA should be paid as an
Individual Performance Bonus (IPB). The IPB is determined
annually, generally at the beginning of the year, and is
distributed in cash in equal installments to award recipients
throughout the year as long as each recipient remains employed
by us. If a recipient terminates employment during the year, any
remaining cash payments under the IPB would be forfeited. In
determining an IPB award for any one officer, the Committee
considers individual performance factors, as well as the
individuals contribution to the returns generated for
stockholders, among other factors.
127
Employment Agreements and Severance Arrangements. We
entered into employment agreements in 2004 with Mr. Walton
and Mmes. Sweeney and Roll and these agreements were amended in
2007 to comply with the JCA and to address other tax related
matters. Pursuant to each of these agreements, if the
executives employment is terminated without cause during
the term of the agreement, or within 24 months of a change
in control, the executive shall be entitled to severance pay.
See Severance and Change in Control Arrangements for
more detail.
401(k) Plan. We maintain a 401(k) Plan. All full-time
employees who are at least 21 years of age have the
opportunity to contribute pre-tax salary deferrals to the 401(k)
Plan, up to $15,500 annually for the 2007 plan year, and to
direct the investment of these contributions. Plan participants
who are age 50 or older during the 2007 plan year are
eligible to defer an additional $5,000 during 2007. The 401(k)
Plan allows eligible participants to invest in shares of an
Allied Capital Common Stock Fund, consisting of Allied Capital
common stock and cash, among other investment options. In
addition, during the 2007 plan year, we expect to contribute up
to 5% of each participants eligible compensation for the
year, up to maximum compensation of $225,000, to each
participants plan account on the participants
behalf, which fully vests at the time of the contribution. The
contribution with respect to compensation in excess of $225,000
will be made to The 2005 Allied Capital Corporation
Non-Qualified Deferred Compensation Plan. See
Non-Qualified Deferred Compensation The 2005
Deferred Compensation Plan I. On August 9, 2007, the
401(k) Plan held less than 1% of the outstanding shares of
Allied Capital.
Insurance. We also make available to all employees health
insurance, dental insurance, and group life, disability, and
other insurance. Prior to the Sarbanes-Oxley Act of 2002, we
provided split dollar life insurance arrangements for certain
senior officers. We have subsequently terminated our obligations
to pay future premiums with respect to existing split-dollar
life insurance arrangements.
Perquisites. We provide only limited perquisites such as
company-paid parking to our NEOs. We utilize corporate aircrafts
for business use in an effort to improve the efficiency of
required business travel. Imputed income determined in
accordance with the Internal Revenue Service (IRS) requirements
is reflected in an NEOs aggregate compensation for income
tax purposes for any business trip on which a non-employee
family member accompanies the NEO. For compensation disclosure
purposes, the value of such travel by non-employee family
members is calculated using the direct variable costs incurred.
Establishing Compensation
Levels
Role of the Compensation Committee and Management.
The Compensation Committee is comprised entirely of independent
directors who are also non-employee directors as defined in
Rule 16b-3 under
the Securities Exchange Act of 1934 and independent directors as
defined by New York Stock Exchange rules.
The Compensation Committee operates pursuant to a charter that
sets forth the mission of the Compensation Committee and its
specific goals and responsibilities. The Compensation
Committees mission is to evaluate the compensation of our
executive officers, and their performance relative to their
compensation, and to assure that they are compensated
effectively in a manner consistent with the compensation
philosophy discussed earlier, internal equity considerations,
competitive practice, and the requirements of applicable law and
the appropriate regulatory bodies. In addition, the Compensation
128
Committee evaluates and makes recommendations to the Board
regarding the compensation of the directors, including their
compensation for services on Board committees.
The Compensation Committees charter reflects these goals
and responsibilities, and the Compensation Committee annually
reviews and revises its charter as necessary. To assist in
carrying out its responsibilities, the Compensation Committee
periodically receives reports and recommendations from
management and from a third-party compensation consultant that
it selects and retains. The Compensation Committee may also,
from time to time, consult with legal, accounting or other
advisors all in accordance with the authority granted to the
Compensation Committee in its charter.
The key members of management involved in the compensation
process are the Chief Executive Officer, the Chief Operating
Officer and the Director of Human Resources. Management proposes
certain corporate and executive performance objectives for
executive management that could be established to achieve
long-term objectives of Allied Capital and used to determine
total compensation, and these proposals are presented to the
Compensation Committee for review and approval. Management also
participates in the discussion of peer companies to be used to
benchmark NEO compensation, and recommends the overall funding
level for the annual cash bonus, IPA and IPB, and
managements recommendations are presented to the
Compensation Committee for review and approval.
Company Compensation Policies. In determining the
individual compensation for our NEOs, the Compensation Committee
considers the total compensation to be awarded to each NEO and
may exercise discretion in determining the portion allocated to
the various components of total compensation. We believe that
the focus on total compensation provides the ability to align
pay decisions with short- and long-term needs of the business.
This approach also allows for the flexibility needed to
recognize differences in performance by providing differentiated
pay.
Assessment of Market Data, Peer Comparisons and
Benchmarking of Compensation. The Compensation Committee
annually retains a third-party compensation consultant to assess
the competitiveness of the current and proposed compensation
levels of our NEOs to competitive market practices. For over
five years, the Committee has engaged Ernst & Young
LLPs Performance and Reward Practice for this purpose. The
consultant assists with the assessment of the compensation
practices of our direct competitors. Given our unique structure
as a publicly traded, internally managed BDC coupled with the
fact that most of our direct competitors are privately held
private equity partnerships, specific compensation information
with respect to our direct competitors typically is not publicly
available. There are a limited number of published survey
sources that have a primary focus on the private equity industry
and that provide annualized information on long-term incentive
plans in the industry, which typically take the form of carried
interest.
As a part of the annual assessment of compensation, the
Compensation Committee and its consultant analyze NEO
compensation information relative to: (a) a peer group of
publicly traded companies, as determined by the Compensation
Committee, including internally managed BDCs, deemed similar to
Allied Capital in terms of industry segment, company size and
competitive market for executive talent; (b) published
survey data on similarly sized private equity firms; and
(c) an estimation of aggregate compensation levels paid by
externally managed BDCs and similar pass-through structures,
such as real estate investment trusts. Through this process, the
Compensation Committee benchmarks our
129
compensation for NEOs, including the CEO, to the median
(50th
percentile) through the 75th percentile of competitive
market data. However, the Compensation Committee was unable to
benchmark the compensation data of individual NEOs from the
externally managed companies because no individual compensation
data is available.
Assessment of Company Performance. The
Compensation Committee considered certain corporate and
executive performance measures that have been established to
achieve long-term total return to stockholders. During 2006, we
achieved numerous strategic investment and operational goals and
objectives, including the origination of $2.4 billion in
new investments, achievement of approximately $533 million
in net realized gains, and the payment of approximately
$355 million of dividends to stockholders. We also achieved
investment grade status from the primary ratings agencies.
Compensation
Determination
In identifying prevailing market competitive compensation and
benefit levels for similarly situated companies, Allied Capital
employs a three-pronged approach as noted above. First, the
Compensation Committee reviews compensation information from a
proxy peer group that is composed of similarly situated publicly
traded companies, including internally managed BDCs, deemed
similar to us in terms of industry segment and competitive
market for executive talent. Second, the Compensation Committee
considers published survey data on similarly sized private
equity firms. Third, the Compensation Committee reviews an
estimation of aggregate compensation levels paid by externally
managed BDCs and similar pass-through structures, such as real
estate investment trusts.
The Compensation Committee annually reviews tally sheets that
illustrate all components of the compensation provided to our
NEOs, including base salary, annual cash bonus, IPAs and IPBs,
stock option awards, perquisites and benefits, the accumulated
balance under non-qualified deferred compensation plans, and the
aggregate amounts that may be paid as the result of certain
events of termination under employment agreements including a
change of control. The Compensation Committee also provides a
full report of all compensation program components to the Board
of Directors, including the review and discussion of tally
sheets.
Individual compensation levels for NEOs are determined based on
individual performance and the achievement of certain corporate
and executive performance objectives that have been established
to achieve our long-term objectives.
Increases to base salary are awarded to address changes in the
external competitive market for a given position, to recognize
an executive for assuming additional responsibilities and
his/her related performance, or to achieve an appropriate
competitive level due to a promotion to a more senior position.
In determining the amount of an executives variable
compensation the annual cash bonus, IPA and
IPB the Compensation Committee uses market-based
total compensation guidelines described above. Within those
guidelines, the Committee considers the overall funding
available for such awards, the executives performance, and
the desired mix between the various components of total
compensation. We do not use any formula-based approach in
determining individual awards. Rather, discretion is exercised
in determining the overall total compensation to be awarded to
the executive. As a result, the amounts delivered in the form of
an annual cash bonus, IPA and IPB are designed to work together
130
in conjunction with base salary to deliver an appropriate total
compensation level to the NEO.
We believe that the discretionary design of our variable
compensation program supports its overall compensation
objectives by allowing for significant differentiation of pay
based on individual performance and by providing the flexibility
necessary to ensure that pay packages for its NEOs are
competitive relative to our market.
Determination of 2006 Compensation for the CEO and other
NEOs. The compensation of our Chief Executive Officer
and other NEOs is determined based on the achievement of certain
corporate and executive performance objectives. 2006 was a year
of continued progress in achieving the objectives that
contribute to the long-term success of Allied Capital. Under
Mr. Waltons leadership in 2006, we invested
$2.4 billion in over 65 total transactions, generated
approximately $533 million in net realized gains, paid
approximately $355 million in dividends to stockholders,
raised $700 million in long-term debt and achieved
investment grade status from the three primary ratings agencies.
Mr. Walton is paid an annual base salary of $1,500,000, the
same rate that has been in effect since February 2004.
Mr. Walton received an annual bonus for 2006 of $2,750,000,
the same amount as the annual bonus that was paid for 2005, in
recognition of our performance discussed above and his
instrumental role in driving those results. Mr. Walton also
received a 2006 IPA of $1,475,000 and a 2006 IPB of $1,475,000,
which were the same amounts as the prior year. Mr. Walton
did not receive any stock option grants in 2006 to help ensure
that we had sufficient stock option reserves to make market
competitive stock option grants to new officer hires below the
NEO level.
Ms. Sweeney is paid an annual base salary of $1,000,000,
the same rate that has been in effect since February 2004.
Ms. Sweeney received an annual bonus for 2006 of
$1,500,000, the same amount as the annual bonus that was paid
for 2005, in recognition of our performance and her individual
performance. Ms. Sweeney also received a 2006 IPA of
$750,000 and a 2006 IPB of $750,000, which were the same amounts
as the prior year. Ms. Sweeney did not receive any stock
option grants in 2006 to help ensure that we had sufficient
stock option reserves to make market competitive stock option
grants to new officer hires below the NEO level.
For 2006, Ms. Roll was paid an annual base salary of
$523,568. Ms. Roll received an annual bonus for 2006 of
$850,000 in recognition of our performance and her individual
performance. Ms. Roll also received a 2006 IPA of $350,000
and a 2006 IPB of $350,000. Ms. Roll did not receive any
stock option grants in 2006 to help ensure that we had
sufficient stock option reserves to make market competitive
stock option grants to new officer hires below the NEO level.
For 2006, Mr. Shulman was paid an annual base salary of
$561,250. Mr. Shulman received an annual bonus for 2006 of
$3,000,000 in recognition of our performance and his individual
performance. Mr. Shulman also received a 2006 IPA of
$1,000,000 and a 2006 IPB of $1,000,000. Mr. Shulman did
not receive any stock option grants in 2006 to help ensure that
we had sufficient stock option reserves to make market
competitive stock option grants to new officer hires below the
NEO level.
For 2006, Mr. Grisius was paid an annual base salary of
$556,538. Mr. Grisius received an annual bonus for 2006 of
$1,500,000 in recognition of our performance and his individual
performance. Mr. Grisius also received a 2006 IPA of
$500,000 and a 2006 IPB of $500,000. Mr. Grisius did not
receive any stock option grants in 2006 to help ensure
131
that we had sufficient stock option reserves to make market
competitive stock option grants to new officer hires below the
NEO level.
The Compensation Committee determined that the total
compensation levels for each of these executives was within a
competitive range to existing market levels.
Determination of 2007 IPA and 2007 IPB for NEOs.
In determining the 2007 IPAs and IPBs, the Compensation
Committee considered each NEOs individual contribution to
Allied Capital as a whole. The 2007 IPAs for Mr. Walton,
Ms. Sweeney, Ms. Roll, Mr. Shulman and
Mr. Grisius were determined to be $1,475,000, $750,000,
$350,000, $500,000 and $400,000, respectively. The 2007 IPBs for
Mr. Walton, Ms. Sweeney, Ms. Roll,
Mr. Shulman and Mr. Grisius were determined to be
$1,475,000, $750,000, $350,000, $500,000 and $400,000,
respectively. The 2007 IPAs and IPBs for Mr. Walton,
Ms. Sweeney and Ms. Roll remained unchanged from their
2006 award amounts. The 2007 IPAs and IPBs for
Messrs. Shulman and Grisius were each decreased by $500,000
and $100,000, respectively, from their 2006 awards.
The IPA for 2007 for all recipients in the aggregate has been
determined to be approximately $10 million. This amount
represents IPAs expected to be expensed for financial reporting
purposes for 2007 assuming each participant remains employed by
us throughout the year. This amount is subject to change if
there is a change in the composition of the pool of award
recipients during the year, or if the Compensation Committee
determines that a change to an individual award is needed. The
IPAs are not paid to executive officers on a current basis.
Instead, IPAs are deposited in a deferred compensation trust in
approximately equal cash installments, on a quarterly basis, and
the cash is used to purchase shares of our common stock in the
market on the New York Stock Exchange. See Non-Qualified
Deferred Compensation The 2005 Deferred Compensation
Plan II for additional information.
The IPB for 2007 for all recipients in the aggregate has been
determined to be approximately $10 million. The IPB will be
distributed in cash to award recipients in equal installments
throughout the year as long as the recipient remains employed by
us. If a recipient terminates employment during the year, any
remaining cash payments under the IPB for the recipient are
forfeited. This amount represents IPBs expected to be expensed
for financial reporting purposes for 2007 assuming each
recipient remains employed by us throughout the year. This
amount is subject to change if there is a change in the
composition of the pool of award recipients during the year or
if the Compensation Committee determines that a change to an
individual award is needed.
Stock
Option Practices
Our principal objective in awarding stock options to our
officers and directors is to align each optionees
interests with the success of Allied Capital and the financial
interests of our stockholders by linking a portion of such
optionees compensation with the performance of our stock
and the value delivered to stockholders. The Compensation
Committee awards stock options on a subjective basis and such
awards depend in each case on the performance of the officer
under consideration, and in the case of new hires, their
potential performance. Stock options are priced at the closing
price of the stock on the date the option is granted. The
Compensation Committee takes into account material non-public
information, among other factors, when granting stock options.
During 2006, NEOs did not receive stock option grants to help
ensure that we had sufficient stock option reserves to make
market competitive stock option grants to new officer hires.
132
Stock
Ownership Initiative
In connection with our 2006 Annual Meeting of Stockholders, our
stockholders approved the issuance of up to
2,500,000 shares of our common stock in exchange for the
cancellation of vested in-the-money stock options
granted to certain officers and directors under the Amended
Stock Option Plan. Under the initiative, which was reviewed and
approved by our Board of Directors, all optionees who hold
vested stock options with exercise prices below the market value
of the stock (or in-the-money options), would be
offered the opportunity to receive cash and unregistered common
stock in exchange for their voluntary cancellation of their
vested stock options. The sum of the cash and common stock to be
received by each optionee would equal the
in-the-money value of the stock option cancelled. As
part of this initiative, the Board of Directors adopted a target
ownership program that establishes minimum ownership levels for
our senior officers, which is intended to further align the
interests of our officers with those of our stockholders. On
July 18, 2007, we completed the tender offer in connection
with the OCP. See Results of Operations, Option
Cancellation Payment above.
Impact
of Regulatory Requirements Tax Deductibility of
Pay
Section 162(m) of the Internal Revenue Code of 1986, as
amended (the Code), places a limit of $1,000,000 on the amount
of compensation that we may deduct in any one year, which
applies with respect to certain of our most highly paid
executive officers for 2006. There is an exception to the
$1,000,000 limitation for performance-based compensation meeting
certain requirements. To maintain flexibility in compensating
executive officers in a manner designed to promote varying
corporate goals, the Compensation Committee has not adopted a
policy requiring all compensation to be deductible.
Mr. Waltons, Ms. Sweeneys and
Mr. Shulmans total compensation is above the
$1,000,000 threshold for 2006; accordingly, for 2006, a portion
of their total compensation, including salaries, bonuses and
IPBs, and the taxable value of their perquisites under the Code,
is not deductible by us.
133
Summary Compensation
The following table sets forth compensation for the year ended
December 31, 2006, to our principal executive officer,
principal financial officer and each of our three highest paid
executive officers (collectively, the Named Executive Officers
or NEOs) in each capacity in which each NEO served. Certain of
the NEOs served as both officers and directors.
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Change in | |
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Pension Value | |
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and Non- | |
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Non-Equity | |
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Qualified | |
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Incentive | |
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Deferred | |
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Name and Principal |
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Stock | |
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Option | |
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Plan | |
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Compensation | |
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All Other | |
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Position |
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Year | |
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Salary | |
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Bonus(1) | |
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Awards | |
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Awards(2) | |
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Compensation | |
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Earnings(3) | |
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Compensation(4) | |
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Total | |
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William L. Walton,
Chief Executive Officer
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2006 |
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$ |
1,500,000 |
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$ |
5,700,000 |
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n/a |
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$ |
421,142 |
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n/a |
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n/a |
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$ |
250,763 |
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$ |
7,871,905 |
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Joan M. Sweeney,
Chief Operating Officer
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2006 |
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$ |
1,000,000 |
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$ |
3,000,000 |
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n/a |
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$ |
314,827 |
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n/a |
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n/a |
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$ |
134,418 |
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$ |
4,449,245 |
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Penni F. Roll,
Chief Financial Officer
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2006 |
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$ |
523,568 |
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$ |
1,550,000 |
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n/a |
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$ |
490,659 |
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n/a |
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n/a |
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$ |
70,571 |
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$ |
2,634,798 |
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John D. Shulman,
Managing Director
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2006 |
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$ |
561,250 |
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$ |
5,000,000 |
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n/a |
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$ |
633,987 |
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n/a |
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n/a |
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$ |
130,772 |
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$ |
6,326,009 |
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Michael J. Grisius,
Managing Director
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2006 |
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$ |
556,538 |
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$ |
2,500,000 |
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n/a |
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$ |
596,974 |
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n/a |
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n/a |
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$ |
81,945 |
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$ |
3,735,457 |
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(1) |
This column includes annual cash bonus, IPA and IPB. See
Compensation Discussion and Analysis above for a
discussion of these components. The following table provides
detail as to the composition of the bonus received by each of
the NEOs: |
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Bonus | |
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IPA | |
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IPB | |
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Mr. Walton
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$ |
2,750,000 |
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$ |
1,475,000 |
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$ |
1,475,000 |
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Ms. Sweeney
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$ |
1,500,000 |
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$ |
750,000 |
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$ |
750,000 |
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Ms. Roll
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$ |
850,000 |
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$ |
350,000 |
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$ |
350,000 |
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Mr. Shulman
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$ |
3,000,000 |
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$ |
1,000,000 |
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$ |
1,000,000 |
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Mr. Grisius
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$ |
1,500,000 |
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$ |
500,000 |
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$ |
500,000 |
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(2) |
No option grants were made to NEOs in 2006. This column includes
amounts from awards granted prior to 2006 which were recognized
for financial statement reporting purposes without regard to
estimated forfeitures in 2006 in accordance with FAS 123R.
See Note 2 to our 2006 consolidated financial statements
for the assumptions used in determining FAS 123R values. |
|
(3) |
There were no above market or preferential earnings on the
non-qualified deferred compensation plans. See
Non-Qualified Deferred Compensation below. |
|
(4) |
All Other Compensation is composed of the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company | |
|
|
|
|
|
|
Contribution | |
|
Company | |
|
|
|
|
to 401(k) | |
|
Contribution | |
|
|
|
|
Plan | |
|
to DCP I | |
|
Other(5) | |
|
|
| |
|
| |
|
| |
Mr. Walton
|
|
$ |
11,000 |
|
|
$ |
201,500 |
|
|
$ |
38,263 |
|
Ms. Sweeney
|
|
$ |
11,000 |
|
|
$ |
114,000 |
|
|
$ |
9,418 |
|
Ms. Roll
|
|
$ |
11,000 |
|
|
$ |
55,154 |
|
|
$ |
4,417 |
|
Mr. Shulman
|
|
$ |
11,000 |
|
|
$ |
117,000 |
|
|
$ |
2,772 |
|
Mr. Grisius
|
|
$ |
11,000 |
|
|
$ |
66,770 |
|
|
$ |
4,175 |
|
|
|
(5) |
This amount includes perquisites such as Company-paid parking
and the imputed income value of split dollar life insurance
arrangements. For Mr. Walton, the amount also includes the
premiums associated with executive long-term disability
insurance. In addition, the amount includes approximately
$28,000 for Mr. Walton and approximately $3,000 for
Ms. Sweeney related to the direct variable costs associated
with the travel of non-employee family members when they have
accompanied the NEOs on trips for business purposes. The value
of this perquisite is different than each NEOs imputed
income, which is calculated in accordance with IRS requirements. |
134
Grants of Plan-Based
Awards(1)
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|
|
|
|
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|
|
|
|
|
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|
|
|
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|
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All Other | |
|
All Other | |
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|
|
|
Estimated Future Payouts | |
|
Estimated Future Payouts | |
|
Stock | |
|
Option | |
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|
|
|
|
|
|
Under Non-Equity Incentive | |
|
Under Equity Incentive Plan | |
|
Awards; | |
|
Awards; | |
|
Exercise | |
|
Grant Date | |
|
|
|
|
Plan Awards | |
|
Awards | |
|
Number of | |
|
Number of | |
|
or Base | |
|
Fair Value | |
|
|
|
|
| |
|
| |
|
Shares of | |
|
Securities | |
|
Price of | |
|
of Stock and | |
|
|
Grant | |
|
|
|
|
|
Stock or | |
|
Underlying | |
|
Option | |
|
Option | |
Name |
|
Date | |
|
Threshold | |
|
Target | |
|
Maximum | |
|
Threshold | |
|
Target | |
|
Maximum | |
|
Units | |
|
Options | |
|
Awards | |
|
Awards | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
William L. Walton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joan M. Sweeney
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penni F. Roll
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John D. Shulman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Grisius
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
(1) |
No option grants were made to NEOs in 2006. |
Employment
Agreements
We entered into employment agreements in 2004 with William L.
Walton, our Chairman and CEO, Joan M. Sweeney, our Chief
Operating Officer, and Penni F. Roll, our Chief Financial
Officer. These agreements were amended in 2007 to comply with
the JCA and to address other tax-related matters. Each of the
agreements provides for a three-year term that extends one day
at the end of every day during its length, unless either party
provides written notice of termination of such extension. In
that case, the agreement would terminate three years from such
notification.
Each agreement specifies each executives base salary
compensation during the term of the agreement. The Compensation
Committee has the right to increase the base salary during the
term of the employment agreement. In addition, each employment
agreement states that the Compensation Committee may provide, at
their sole discretion, an annual cash bonus. This bonus is to be
determined with reference to each executives performance
in accordance with performance criteria to be determined by the
Compensation Committee in its sole discretion. Under each
agreement, each executive is also entitled to participate in our
Amended Stock Option Plan, and to receive all other awards and
benefits previously granted to each executive including, the
payment of life insurance premiums.
The executive has the right to voluntarily terminate employment
at any time with 30 days notice, and in such case,
the employee will not receive any severance pay. Among other
things, the employment agreements prohibit the solicitation of
employees from us in the event of an executives departure
for a period of two years. See Severance and Change in
Control Arrangements for a discussion of the severance and
change in control arrangements set forth in each of these
agreements.
Amended
Stock Option Plan
Our Amended Stock Option Plan is intended to encourage stock
ownership in Allied Capital by our officers and directors, thus
giving them a proprietary interest in our performance. The
Amended Stock Option Plan was most recently approved by our
stockholders on May 15, 2007. Our stockholders approved an
amendment to increase the number of shares of common stock
authorized for issuance under the Stock Option Plan to
37.2 million shares. At December 31, 2006, there were
32.2 million shares authorized under the Stock Option Plan.
On May 15, 2007, the Board of Directors granted a total of
6.4 million options to employees and non-officer directors.
In July 2007, in connection with the tender offer discussed
above, we accepted for cancellation 10.3 million vested
options. Subsequent to
135
the May option grants and completion of the tender offer there
were 11.0 million shares available to be granted.
The Compensation Committees principal objective in
awarding stock options to our eligible officers and directors is
to align each optionees interests with our success and the
financial interests of our stockholders by linking a portion of
such optionees compensation with the performance of our
stock and the value delivered to stockholders.
Stock options are granted under the Amended Stock Option Plan at
a price not less than the prevailing market value at the time of
the grant and will have realizable value only if our stock price
increases. The Compensation Committee determines the amount, if
any, and features of the stock options to be awarded to
optionees. The Compensation Committee evaluates a number of
criteria, including the past service of each such optionee to
Allied Capital, the present and potential contributions of such
optionee to the success of Allied Capital, and such other
factors as the Compensation Committee shall deem relevant in
connection with accomplishing the purposes of the Amended Stock
Option Plan, including the recipients current stock
holdings, years of service, position with Allied Capital, and
other factors. The Compensation Committee does not apply a
formula assigning specific weights to any of these factors when
making its determination. The Compensation Committee awards
stock options on a subjective basis and such awards depend in
each case on the performance of the officer under consideration,
and in the case of new hires, their potential performance.
The Amended Stock Option Plan is designed to satisfy the
conditions of Section 422 of the Code so that options
granted under the Amended Stock Option Plan may qualify as
incentive stock options. To qualify as
incentive stock options, options may not become
exercisable for the first time in any year if the number of
incentive options first exercisable in that year multiplied by
the exercise price exceeds $100,000.
We have received approval from the SEC to grant non-qualified
options under the Amended Stock Option Plan to non-officer
directors. Pursuant to the SEC order, non-officer directors
receive options to purchase 10,000 shares upon election by
stockholders to the Board of Directors, and options to purchase
5,000 shares each year thereafter, on the date of the Annual
Meeting of Stockholders.
136
Outstanding Equity Awards at Fiscal Year-end
The following table sets forth the stock option awards
outstanding at December 31, 2006:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards | |
|
Stock Awards(4) | |
|
|
| |
|
| |
|
|
|
|
|
|
Equity | |
|
|
|
|
|
|
|
|
Incentive | |
|
Equity | |
|
|
|
|
|
|
Plan | |
|
Incentive | |
|
|
|
|
|
|
Awards: | |
|
Plan | |
|
|
|
|
|
|
Number | |
|
Awards: | |
|
|
|
|
Equity | |
|
|
|
|
|
of | |
|
Market or | |
|
|
|
|
Incentive | |
|
|
|
|
|
Unearned | |
|
Payout | |
|
|
|
|
Plan | |
|
|
|
|
|
Shares, | |
|
Value of | |
|
|
|
|
Awards: | |
|
|
|
|
|
Market | |
|
Units or | |
|
Unearned | |
|
|
Number of | |
|
Number of | |
|
Number of | |
|
|
|
Number of | |
|
Value of | |
|
Other | |
|
Shares, | |
|
|
Securities | |
|
Securities | |
|
Securities | |
|
|
|
Shares or | |
|
Shares or | |
|
Rights | |
|
Units | |
|
|
Underlying | |
|
Underlying | |
|
Underlying | |
|
|
|
Units of | |
|
Units of | |
|
That | |
|
of Other | |
|
|
Unexercised | |
|
Unexercised | |
|
Unexercised | |
|
Option | |
|
Option | |
|
Stock That | |
|
Stock That | |
|
Have | |
|
Rights That | |
|
|
Options | |
|
Options | |
|
Unearned | |
|
Exercise | |
|
Expiration | |
|
Have Not | |
|
Have Not | |
|
Not | |
|
Have Not | |
Name |
|
Exercisable(1) | |
|
Unexercisable | |
|
Options | |
|
Price | |
|
Date | |
|
Vested | |
|
Vested | |
|
Vested | |
|
Vested | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
William L. Walton
|
|
|
659,188 |
|
|
|
|
|
|
|
|
|
|
$ |
21.375 |
|
|
|
01/08/2008 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
51,196 |
|
|
|
|
|
|
|
|
|
|
$ |
17.875 |
|
|
|
12/08/2008 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
90,922 |
|
|
|
|
|
|
|
|
|
|
$ |
17.750 |
|
|
|
12/30/2009 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
755,500 |
|
|
|
|
|
|
|
|
|
|
$ |
16.813 |
|
|
|
05/26/2010 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
254,274 |
|
|
|
|
|
|
|
|
|
|
$ |
21.590 |
|
|
|
09/20/2011 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
607,554 |
|
|
|
|
|
|
|
|
|
|
$ |
21.520 |
|
|
|
12/13/2012 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
300,000 |
|
|
|
100,000 |
(2) |
|
|
|
|
|
$ |
28.980 |
|
|
|
03/11/2014 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
Joan M. Sweeney
|
|
|
310,049 |
|
|
|
|
|
|
|
|
|
|
$ |
21.375 |
|
|
|
01/08/2008 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
32,469 |
|
|
|
|
|
|
|
|
|
|
$ |
17.875 |
|
|
|
12/08/2008 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
75,511 |
|
|
|
|
|
|
|
|
|
|
$ |
17.750 |
|
|
|
12/30/2009 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
285,000 |
|
|
|
|
|
|
|
|
|
|
$ |
16.813 |
|
|
|
05/26/2010 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
151,722 |
|
|
|
|
|
|
|
|
|
|
$ |
21.590 |
|
|
|
09/20/2011 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
462,281 |
|
|
|
|
|
|
|
|
|
|
$ |
21.520 |
|
|
|
12/13/2012 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
225,000 |
|
|
|
75,000 |
(2) |
|
|
|
|
|
$ |
28.980 |
|
|
|
03/11/2014 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
Penni F. Roll
|
|
|
19,254 |
|
|
|
|
|
|
|
|
|
|
$ |
21.375 |
|
|
|
01/08/2008 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
48,000 |
|
|
|
|
|
|
|
|
|
|
$ |
19.875 |
|
|
|
07/28/2008 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
3,656 |
|
|
|
|
|
|
|
|
|
|
$ |
17.750 |
|
|
|
12/30/2009 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
75,398 |
|
|
|
|
|
|
|
|
|
|
$ |
16.813 |
|
|
|
05/26/2010 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
58,927 |
|
|
|
|
|
|
|
|
|
|
$ |
21.590 |
|
|
|
09/20/2011 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
245,354 |
|
|
|
|
|
|
|
|
|
|
$ |
21.520 |
|
|
|
12/13/2012 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
150,000 |
|
|
|
50,000 |
(2) |
|
|
|
|
|
$ |
28.980 |
|
|
|
03/11/2014 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
66,667 |
|
|
|
133,333 |
(3) |
|
|
|
|
|
$ |
27.510 |
|
|
|
08/03/2015 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
John D. Shulman
|
|
|
295,429 |
|
|
|
|
|
|
|
|
|
|
$ |
21.875 |
|
|
|
04/05/2011 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
22,053 |
|
|
|
|
|
|
|
|
|
|
$ |
21.590 |
|
|
|
09/20/2011 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
289,620 |
|
|
|
|
|
|
|
|
|
|
$ |
21.520 |
|
|
|
12/13/2012 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
300,000 |
|
|
|
100,000 |
(2) |
|
|
|
|
|
$ |
28.980 |
|
|
|
03/11/2014 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
50,000 |
|
|
|
100,000 |
(3) |
|
|
|
|
|
$ |
27.510 |
|
|
|
08/03/2015 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
Michael J. Grisius
|
|
|
140,410 |
|
|
|
|
|
|
|
|
|
|
$ |
21.375 |
|
|
|
01/08/2008 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
140,797 |
|
|
|
|
|
|
|
|
|
|
$ |
16.813 |
|
|
|
05/26/2010 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
13,767 |
|
|
|
|
|
|
|
|
|
|
$ |
21.590 |
|
|
|
09/20/2011 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
71,746 |
|
|
|
|
|
|
|
|
|
|
$ |
21.520 |
|
|
|
12/13/2012 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
225,000 |
|
|
|
75,000 |
(2) |
|
|
|
|
|
$ |
28.980 |
|
|
|
03/11/2014 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
|
66,667 |
|
|
|
133,333 |
(3) |
|
|
|
|
|
$ |
27.510 |
|
|
|
08/03/2015 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
(1) |
No stock option awards have been transferred. |
(2) |
The options granted vest in four installments on 6/30/04,
6/30/05, 6/30/06 and 6/30/07 and vest immediately upon a change
in control. |
(3) |
The options granted vest in three installments on 6/30/06,
6/30/07 and 6/30/08 and vest immediately upon a change in
control. |
(4) |
We have not made any stock awards. As a business development
company, we are prohibited by the 1940 Act from issuing stock
awards except pursuant to an SEC exemptive order. |
137
Option Exercises and Stock Vested
The following table sets forth the stock option awards exercised
by each NEO during the year ended December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1) | |
|
Stock Awards | |
|
|
| |
|
| |
|
|
Number of Shares | |
|
|
|
Number of Shares | |
|
|
|
|
Acquired on | |
|
Value Realized | |
|
Acquired on | |
|
Value Realized | |
Name |
|
Exercise | |
|
on Exercise(2) | |
|
Vesting | |
|
on Vesting | |
|
|
| |
|
| |
|
| |
|
| |
William L. Walton
|
|
|
4,646 |
|
|
$ |
35,588 |
|
|
|
n/a |
|
|
|
n/a |
|
Joan M. Sweeney
|
|
|
11,188 |
|
|
$ |
128,494 |
|
|
|
n/a |
|
|
|
n/a |
|
Penni F. Roll
|
|
|
20,871 |
|
|
$ |
221,644 |
|
|
|
n/a |
|
|
|
n/a |
|
John D. Shulman
|
|
|
|
|
|
|
|
|
|
|
n/a |
|
|
|
n/a |
|
Michael J. Grisius
|
|
|
13,306 |
|
|
$ |
131,751 |
|
|
|
n/a |
|
|
|
n/a |
|
|
|
(1) |
See Compensation Discussion and Analysis for more
information about the options. |
|
(2) |
Represents the difference between the market price at the date
of exercise and the exercise price. These options were exercised
and the underlying shares were held by the individuals. |
Non-Qualified Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
Aggregate | |
|
|
Executive | |
|
Company | |
|
Aggregate | |
|
Withdrawals/ |
|
Balance at | |
|
|
Contributions in | |
|
Contributions in | |
|
Earnings in | |
|
Distributions in |
|
December 31, | |
Name |
|
2006(1)(4) | |
|
2006(2)(4) | |
|
2006(3) | |
|
2006 |
|
2006 | |
|
|
| |
|
| |
|
| |
|
|
|
| |
William L. Walton
|
|
$ |
1,453,612 |
|
|
$ |
100,521 |
|
|
$ |
1,565,725 |
|
|
$ |
|
|
|
$ |
12,027,985 |
|
Joan M. Sweeney
|
|
$ |
739,125 |
|
|
$ |
63,565 |
|
|
$ |
949,212 |
|
|
$ |
|
|
|
$ |
6,074,302 |
|
Penni F. Roll
|
|
$ |
344,925 |
|
|
$ |
26,609 |
|
|
$ |
252,786 |
|
|
$ |
|
|
|
$ |
2,257,335 |
|
John D. Shulman
|
|
$ |
985,500 |
|
|
$ |
34,000 |
|
|
$ |
278,929 |
|
|
$ |
|
|
|
$ |
2,355,683 |
|
Michael J. Grisius
|
|
$ |
492,750 |
|
|
$ |
26,609 |
|
|
$ |
260,040 |
|
|
$ |
|
|
|
$ |
1,899,901 |
|
|
|
(1) |
Executive contributions are based on the IPAs earned during the
2006 plan year (net of FICA tax) and contributed to the 2005
DCP II. There are no other executive deferrals. |
|
(2) |
Company contributions are based on the excess 401(k) employer
contribution made to the 2005 DCP I in 2006 (for the 2005
plan year) and allocated to the participants account. |
|
(3) |
Includes interest and dividend income and realized and
unrealized gains and losses. |
|
(4) |
Executive and company contributions are included in the Summary
Compensation table above. |
The
2005 Deferred Compensation Plan I
Pursuant to changes in federal tax law imposed by the American
Jobs Creation Act of 2004 (JCA) regarding non-qualified deferred
compensation arrangements, in 2005, we restated and replaced our
existing deferred compensation plan (DCP I) with The 2005 Allied
Capital Corporation Non-Qualified Deferred Compensation Plan
(2005 DCP I). The 2005 DCP I is an unfunded plan, as defined by
the Code, that provides for the deferral of compensation by our
directors, employees, and consultants. Any director, senior
officer, or consultant is eligible to participate in the 2005
DCP I at such time and for such period as designated by the
Board of Directors. The 2005 DCP I is administered through a
grantor trust, and we fund this plan through cash contributions.
Directors may choose to defer directors fees through the
2005 DCP I, and may choose to have invested such deferred income
in shares of our common stock through the trust. On
August 9, 2007, the trust related to the 2005 DCP I
held 3,557 shares of our common stock.
We continue to maintain DCP I and all deferrals made to the DCP
I (through December 31, 2004) shall be distributed pursuant
to the terms of that plan. In the event of termination of
employment, the participants deferral account in DCP I
will be immediately distributed, either in lump sum or annual
installments, as previously elected
138
by the participant. On August 9, 2007, the trust related to
the DCP I held 1,681 shares of our common stock.
In the event of a change of control, all amounts in a
participants deferral account in DCP I will be immediately
distributed to the participant. For purposes of DCP I,
Change of Control prior to the JCA (Pre-JCA) was
defined as (i) the sale or other disposition of all or
substantially all of our assets; or (ii) the acquisition,
whether directly, indirectly, beneficially (within the meaning
of Rule 13d-3 of
the Securities Exchange Act of 1934 (the 1934 Act)), or of
record, as a result of a merger, consolidation or otherwise, of
our securities representing fifteen percent (15%) or more of the
aggregate voting power of our then outstanding common stock by
any person (within the meaning of Section 13(d) and 14(d)
of the 1934 Act), including, but not limited to, any corporation
or group of persons acting in concert, other than
(A) Allied Capital or its subsidiaries and/or (B) any
employee pension benefit plan (within the meaning of
Section 3(2) of the Employee Retirement Income Security Act
of 1974) of ours or our subsidiaries, including a trust
established pursuant to any such plan; or (iii) the
individuals who were members of the Board of Directors as of the
Effective Date (the Incumbent Board) cease to constitute at
least two-thirds (2/3) of the Board; provided, however, that any
director appointed by at least two-thirds (2/3) of the then
Incumbent Board or nominated by at least two-thirds (2/3) of the
Corporate Governance/ Nominating Committee of the Board of
Directors (a majority of the members of the Corporate
Governance/ Nominating Committee shall be members of the then
Incumbent Board or appointees thereof), other than any director
appointed or nominated in connection with, or as a result of, a
threatened or actual proxy or control contest, shall be deemed
to constitute a member of the Incumbent Board.
For 2005 and 2006, all deferrals were made to the 2005 DCP I and
shall be distributed pursuant to the terms of this plan in
compliance with the JCA. In the event of termination of
employment, the participants deferral account in 2005 DCP
I will be distributed either in a lump sum or annual
installments, as previously elected by the participant, however,
in no event will the first payment be made earlier than six
months after the date of termination of the participants
employment.
In the event of a change of control, all amounts in a
participants deferral account in 2005 DCP I will be
immediately distributed to the participant. For purposes of 2005
DCP I, Change of Control following the JCA
(Post-JCA) is defined as (i) the sale or other disposition
of at least forty percent (40%) of our assets; or (ii) the
acquisition, whether directly, indirectly, beneficially (within
the meaning of
Rule 13d-3 of the
1934 Act), or of record, as a result of a merger, consolidation
or otherwise, of our securities representing fifty percent (50%)
or more of the aggregate voting power of our then outstanding
common stock by any person (within the meaning of
Section 13(d) and 14(d) of the 1934 Act), including, but
not limited to, any corporation or group of persons acting in
concert, other than (A) Allied Capital or its subsidiaries
and/or (B) any employee pension benefit plan (within the
meaning of Section 3(2) of the Employee Retirement Income
Security Act of 1974) of ours or our subsidiaries,
including a trust established pursuant to any such plan; or
(iii) the individuals who were members of the Board of
Directors as of the Effective Date (the Incumbent Board) cease
to constitute at least two-thirds (2/3) of the Board of
Directors; provided, however, that any director appointed by at
least two-thirds (2/3) of the then Incumbent Board or nominated
by at least two-thirds (2/3) of the Corporate Governance/
Nominating Committee of the Board (if a majority of the members
of the Corporate Governance/ Nominating Committee are members of
the then Incumbent Board or appointees thereof), other than any
director appointed or nominated in
139
connection with, or as a result of, a threatened or actual proxy
or control contest, shall be deemed to constitute a member of
the Incumbent Board.
The Compensation Committee of our Board of Directors administers
DCP I and 2005 DCP I. The Board of Directors reserves the right
to amend, terminate, or discontinue DCP I and 2005 DCP I,
provided that no such action will adversely affect a
participants rights under the plans with respect to the
amounts paid to his or her deferral accounts.
The
2005 Deferred Compensation Plan II
In conjunction with the IPA, we established a non-qualified
deferred compensation plan (DCP II) in 2004, which is
administered through a grantor trust with a third-party trustee.
In 2005, pursuant to recent changes in law imposed by the JCA
regarding non-qualified deferred compensation arrangements, we
restated and replaced DCP II with The 2005 Allied Capital
Corporation Non-Qualified Deferred Compensation Plan II (2005
DCP II). The 2005 DCP II is an unfunded plan, as
defined by the Code, that provides for the deferral of
compensation by our officers. All IPA contributions made for
2005 and 2006 were made into the 2005 DCP II.
The IPAs are generally deposited in the trust in equal
installments, on a quarterly basis, in the form of cash. The
Compensation Committee designed both DCP II and 2005 DCP II to
require the trustee to use the cash to purchase shares of our
common stock in the market on the New York Stock Exchange. A
participant only vests in the award as it is deposited into the
trust. The Compensation Committee, in its sole discretion, shall
designate the senior officers who will receive IPAs and
participate in 2005 DCP II. During any period of time in which a
participant has an account in either DCP II or 2005 DCP II, any
dividends declared and paid on shares of common stock allocated
to the participants accounts shall be reinvested by the
trustee as soon as practicable in shares of our common stock
purchased in the open market.
We continue to maintain DCP II and all contributions made to DCP
II (through December 31, 2004) shall be distributed
pursuant to the terms of that plan. In the event of termination
of employment, one-third of the participants deferral
account in DCP II will be immediately distributed, one half of
the then current remaining balance will be distributed within
30 days of the first anniversary of his or her employment
termination date, and the remainder of the account balance will
be distributed within 30 days of the second anniversary of
the employment termination date. In the event of a change of
control (following the
Pre-JCA definition for
Change in Control), all amounts in a
participants deferral account in DCP II will be
immediately distributed to the participant.
Contributions made to the 2005 DCP II shall be distributed
pursuant to the terms of this plan in compliance with the JCA.
In the event of termination of employment, one-third of the
participants deferral account in 2005 DCP II will be
distributed six months after his or her employment termination
date, one half of the then current remaining balance will be
distributed within 30 days of the first anniversary of his
or her employment termination date, and the remainder of the
account balance will be distributed within 30 days of the
second anniversary of the employment termination date. In the
event of a change of control, (following the Post-JCA definition
for Change of Control), all amounts in a
participants deferral account in 2005 DCP II will be
immediately distributed to the participant.
140
A participant who violates certain non-solicitation covenants
contained in the DCP II and 2005 DCP II during the two years
after the termination of his or her employment will forfeit back
to us the remaining value of his or her deferral accounts.
The aggregate maximum number of shares of our common stock that
the trustee is authorized to purchase in the open market for the
purpose of investing the cash from IPAs in DCP II and 2005 DCP
II is 3,500,000 shares, subject to appropriate adjustments
in the event of a stock dividend, stock split, or similar change
in capitalization affecting our common stock. On August 9,
2007, the trust related to the DCP II held 502,429 shares
of our common stock and the trust related to the 2005 DCP II
held 702,977 shares of our common stock.
The Compensation Committee of our Board of Directors administers
DCP II and 2005 DCP II. The Board of Directors reserves the
right to amend, terminate, or discontinue DCP II and 2005 DCP
II, provided that no such action will adversely affect a
participants rights under the plans with respect to the
amounts contributed to his or her deferral accounts.
Severance and Change in Control Arrangements
We entered into employment agreements in 2004 with William L.
Walton, Chairman and CEO, Joan M. Sweeney, Chief Operating
Officer, and Penni F. Roll, Chief Financial Officer. These
agreements were amended in 2007 to comply with the JCA and to
address other tax-related matters. Each of the agreements
provides for a three-year term that extends one day at the end
of every day during its length, unless either party provides
written notice of termination of such extension. In that case,
the agreement would terminate three years from such notification.
Pursuant to each of those agreements, if the executive resigns
without good reason or his/her employment is terminated with
cause, the executive will not receive any severance pay. If,
however, employment is terminated by us without cause or by the
executive for good reason, the executive will be entitled to
severance pay for a period not to exceed 36 months.
Severance pay will include three times the average base salary
for the preceding three years, plus three times the average
bonus compensation for the preceding three years, plus a lump
sum severance amount, plus certain benefits for a period of one
year. These benefits include COBRA premiums for Mr. Walton,
Ms. Sweeney and Ms. Roll and their eligible family
members for the maximum period of continuation coverage provided
under COBRA, and also include the full cost for substantially
equivalent health and dental insurance benefits for six months
after such maximum continuation coverage expires at our sole
expense. These benefits also include participation in our stock
option plan, split-dollar life insurance plan, executive long
term disability plan, and deferred compensation plan, if
applicable. Additionally, all balances under the deferred
compensation plans would be distributed in accordance with the
terms of such deferred compensation plans. See
Non-Qualified Deferred Compensation for the
aggregate deferred compensation balances outstanding at
December 31, 2006, for each executive. Calculated based on
December 31, 2006, data, the aggregate severance value,
including the value of ongoing benefits, would have been
$14,537,660 for Mr. Walton, $9,711,758 for Ms. Sweeney
and $5,149,142 for Ms. Roll. Severance payments will be
paid in a lump sum no earlier than six months after separation.
If a termination event occurs within 24 months after a
change of control, in addition to the severance value described
above, Mr. Walton, Ms. Sweeney and Ms. Roll would
141
each be entitled to a tax equalization payment to offset any
applicable excise tax penalties imposed on the executive under
Section 4999 of the Code. Under the terms of the Amended
Stock Option Plan, all outstanding options will vest immediately
upon a change of control. As of December 31, 2006, the
value of the executives unvested options was $370,000 for
Mr. Walton, $277,500 for Ms. Sweeney and $874,331 for
Ms. Roll. Under this change of control scenario, calculated
using December 31, 2006, data, the aggregate payments to
the executives, including severance pay, tax equalization
payments, the value of the unvested options, and the value of
ongoing benefits, would have been $21,468,883 for
Mr. Walton, $14,081,581 for Ms. Sweeney, and
$8,399,414 for Ms. Roll. Severance payments will be paid in
a lump sum no earlier than six months after separation.
If employment is terminated as a result of death or disability
(as defined in the executives employment agreements) and
no notice of non-renewal has been given, the executive will be
entitled to severance pay equal to one times his/her average
base salary for the preceding three years, plus one times
his/her average bonus compensation for the preceding three
years, plus a lump sum severance amount, plus certain benefits
previously described for a period of one year. The aggregate
severance value for a termination due to death or disability,
calculated based on December 31, 2006, data would be
$6,997,954 for Mr. Walton, $5,158,051 for Ms. Sweeney,
and $2,744,021 for Ms. Roll.
If a notice of non-renewal has been given prior to death or
disability of the executive, then instead of using a one times
multiple of the average base salary and average bonus
compensation as described above, the severance amount that
relates to base salary and bonus compensation would be
calculated using the number of years remaining between the date
of the executives death or disability and the third
anniversary of the notice of non-renewal, but in no event less
than one year. Any severance relating to disability will be paid
in a lump sum no earlier than six months after separation. Any
severance relating to death will be paid in two installments:
75% of such pay will be paid at the time of separation and 25%
will be paid on the first anniversary of such separation.
If the term of employment expires in accordance with the
agreement after the delivery of a non-renewal notice by either
party, the executive would continue to be employed for three
years after the notice of non-renewal (unless otherwise
terminated under the agreement). At the end of the three-year
term, the executive would receive severance pay equal to one
times the average base salary for the preceding three years,
plus one times the average bonus compensation for the preceding
three years, plus a lump sum severance amount, plus the benefits
previously described. Severance payments will be paid in a lump
sum no earlier than six months after separation.
If any provision of the employment agreements would cause the
executive to incur any additional tax under Section 409A of
the Code or any regulations or Treasury guidance promulgated
thereunder, we will reform the provision in a manner that
maintains, to the extent possible, the original intent of the
applicable provision without violating the provisions of
Section 409A of the Code. In addition, in such a situation,
we will notify and consult with the executives prior to the
effective date of any such change.
142
Indemnification Agreements
We have entered into indemnification agreements with our
directors and certain senior officers. The indemnification
agreements are intended to provide these directors and senior
officers the maximum indemnification permitted under Maryland
law and the 1940 Act. Each indemnification agreement
provides that Allied Capital shall indemnify the director or
senior officer who is a party to the agreement
(an Indemnitee), including the advancement of
legal expenses, if, by reason of his or her corporate status,
the Indemnitee is, or is threatened to be, made a party to or a
witness in any threatened, pending, or completed proceeding,
other than a proceeding by or in the right of Allied Capital.
143
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of August 9, 2007, there were no persons that owned 25%
or more of our outstanding voting securities, and no person
would be deemed to control us, as such term is defined in the
1940 Act.
The following table sets forth, as of August 9, 2007, each
stockholder who owned more than 5% of our outstanding shares of
common stock, each director, each NEO, and our directors and
executive officers as a group. Unless otherwise indicated, we
believe that each beneficial owner set forth in the table has
sole voting and investment power. Certain shares beneficially
owned by our executive officers and directors may be held in
accounts with third party brokerage firms, where such shares may
from time to time be subject to a security interest for margin
credit provided in accordance with such brokerage firms
policies.
Our directors are divided into two groups interested
directors and independent directors. Interested directors are
interested persons as defined in
Section 2(a)(19) of the 1940 Act.
Each director and executive officer has the same address as
Allied Capital Corporation, 1919 Pennsylvania Avenue, NW,
Washington, DC 20006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of | |
|
|
Number of | |
|
|
|
Equity Securities | |
Name of |
|
Shares Owned | |
|
Percentage | |
|
Beneficially Owned | |
Beneficial Owner |
|
Beneficially(1) | |
|
of Class(2) | |
|
by Directors(3) | |
|
|
| |
|
| |
|
| |
Capital Research and Management Company
|
|
|
7,646,020 |
(4) |
|
|
5.0 |
% |
|
|
|
|
333 South Hope Street, 55th Floor
|
|
|
|
|
|
|
|
|
|
|
|
|
Los Angeles, CA 90071-1447
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
William L. Walton
|
|
|
1,909,792 |
(5,6,7,15) |
|
|
1.2 |
% |
|
|
over $100,000 |
|
Joan M. Sweeney
|
|
|
848,808 |
(5,15) |
|
|
* |
|
|
|
over $100,000 |
|
Robert E. Long
|
|
|
39,716 |
(8,15) |
|
|
* |
|
|
|
over $100,000 |
|
Independent Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann Torre Bates
|
|
|
25,845 |
(7,8) |
|
|
* |
|
|
|
over $100,000 |
|
Brooks H. Browne
|
|
|
85,236 |
(7,8,15) |
|
|
* |
|
|
|
over $100,000 |
|
John D. Firestone
|
|
|
61,031 |
(7,8) |
|
|
* |
|
|
|
over $100,000 |
|
Anthony T. Garcia
|
|
|
74,083 |
(8) |
|
|
* |
|
|
|
over $100,000 |
|
Edwin L. Harper
|
|
|
1,946 |
(13,15) |
|
|
* |
|
|
|
$50,001-$100,000 |
|
Lawrence I. Hebert
|
|
|
28,371 |
(8,12) |
|
|
* |
|
|
|
over $100,000 |
|
John I. Leahy
|
|
|
25,137 |
|
|
|
* |
|
|
|
over $100,000 |
|
Alex J. Pollock
|
|
|
30,288 |
(7,8,9,15) |
|
|
* |
|
|
|
over $100,000 |
|
Marc F. Racicot
|
|
|
1,088 |
|
|
|
* |
|
|
|
$10,001-$50,000 |
|
Guy T. Steuart II
|
|
|
329,924 |
(10,15) |
|
|
* |
|
|
|
over $100,000 |
|
Laura W. van Roijen
|
|
|
76,864 |
(7,8,15) |
|
|
* |
|
|
|
over $100,000 |
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Grisius
|
|
|
737,993 |
(5,7,15) |
|
|
* |
|
|
|
|
|
Penni F. Roll
|
|
|
727,830 |
(5,15) |
|
|
* |
|
|
|
|
|
John D. Shulman
|
|
|
596,035 |
(5) |
|
|
* |
|
|
|
|
|
All directors and executive officers as a group (31 in
number)
|
|
|
10,762,108 |
(6,11) |
|
|
6.7 |
% |
|
|
|
|
* Less than 1%
|
|
|
|
(1) |
Beneficial ownership has been determined in accordance with
Rule 13d-3 of the
Securities Exchange Act of 1934. |
144
|
|
|
|
(2) |
Based on a total of 154,358,570 shares of our common stock
issued and outstanding on August 9, 2007, and the number of
shares of our common stock issuable upon the exercise of stock
options exercisable within 60 days held by each executive
officer and non-officer director, which totals 5,686,590 in the
aggregate. |
|
|
(3) |
Beneficial ownership has been determined in accordance with
Rule 16a-1(a)(2)
of the Securities Exchange Act of 1934. |
|
|
(4) |
Information regarding share ownership was obtained from the
Schedule 13F that Capital Research and Management Company
filed with the SEC on June 21, 2007. |
|
|
(5) |
Share ownership for the following executive officers includes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned | |
|
Options | |
|
|
|
|
|
|
Through | |
|
Exercisable | |
|
|
|
|
|
|
Deferred | |
|
Within 60 Days | |
|
|
|
|
Owned | |
|
Compensation | |
|
of August 9, | |
|
Allocated to | |
|
|
Directly | |
|
Plans (14) | |
|
2007 | |
|
401(k) Plan | |
|
|
| |
|
| |
|
| |
|
| |
William L. Walton
|
|
|
922,475 |
|
|
|
273,955 |
|
|
|
462,000 |
|
|
|
8,367 |
|
Joan M. Sweeney
|
|
|
558,018 |
|
|
|
137,509 |
|
|
|
135,229 |
|
|
|
18,052 |
|
Penni F. Roll
|
|
|
163,822 |
|
|
|
49,321 |
|
|
|
502,511 |
|
|
|
12,176 |
|
Michael J. Grisius
|
|
|
177,122 |
|
|
|
60,129 |
|
|
|
479,834 |
|
|
|
20,908 |
|
John D. Shulman
|
|
|
106,459 |
|
|
|
79,288 |
|
|
|
410,288 |
|
|
|
|
|
|
|
(6) |
Includes 251,362 shares held by the 401(k) Plan, of which
Mr. Walton and Mr. Blasey are sub-trustees of the fund
holding our shares. The sub-trustees disclaim beneficial
ownership of such shares. |
|
(7) |
Includes certain shares held in IRA or Keogh accounts:
Walton 12,015 shares; Bates 4,250
shares; Browne 12,280 shares; Firestone
3,415 shares; Pollock 1,000 shares; van
Roijen 9,883 shares; and Grisius 1,295
shares. |
|
(8) |
Beneficial ownership for these non-officer directors includes
exercisable options to purchase 40,000 shares, except with
respect to Mr. Firestone who has exercisable options to
purchase 25,000 shares; Ms. Bates and Mr. Long
who have exercisable options to purchase 20,000 shares; and
Mr. Garcia, Mr. Hebert, and Mr. Pollock who have
exercisable options to purchase 10,000 shares. |
|
(9) |
Includes 5,238 shares held in a deferred compensation plan for
Mr. Pollock. |
|
|
(10) |
Includes 276,691 shares held by a corporation for which
Mr. Steuart serves as an executive officer. |
|
(11) |
Includes a total of 5,686,590 shares underlying stock
options exercisable within 60 days of August 9, 2007,
which are assumed to be outstanding for the purpose of
calculating the groups percentage ownership, and
251,362 shares held by the 401(k) Plan. |
|
(12) |
Includes 9,000 shares held in a revocable trust. |
|
(13) |
Includes 1,500 shares held in a revocable trust. |
|
(14) |
See Individual Performance Award and The 2005
Deferred Compensation Plan II for a discussion of shares
owned through the deferred compensation plans. |
|
(15) |
Includes certain shares held in margin accounts or otherwise
could be pledged. |
145
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following table sets forth certain information, as of
August 9, 2007, regarding indebtedness to Allied Capital in
excess of $120,000 of any person serving as a director or
executive officer of Allied Capital at any time since
January 1, 2006. All of such indebtedness results from
loans we made to enable the exercise of stock options. The loans
are required to be fully collateralized and are full recourse
against the borrower and have varying terms not exceeding ten
years. The interest rates charged generally reflect the
applicable federal rate on the date of the loan. As of
December 31, 2006, the total loans outstanding to such
executive officers of Allied Capital was $2.9 million or
0.1% of Allied Capitals total assets at December 31,
2006.
As a business development company under the Investment Company
Act of 1940, we are entitled to provide and have provided loans
to our officers in connection with the exercise of stock
options. However, as a result of provisions of the
Sarbanes-Oxley Act of 2002, we have been prohibited from making
new loans to our executive officers since July 30, 2002.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Amount | |
|
|
|
Range of | |
|
|
|
|
of Principal | |
|
of Interest | |
|
Highest Amount | |
|
Interest Rates | |
|
Amount | |
Name and Position |
|
Paid During | |
|
Paid During | |
|
Outstanding | |
|
| |
|
Outstanding at | |
with Company |
|
2006 | |
|
2006 | |
|
During 2006 | |
|
High | |
|
|
|
Low | |
|
August 9, 2007 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Executive Officers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kelly A. Anderson, Executive Vice President and Treasurer
|
|
$ |
|
|
|
$ |
24,116 |
|
|
$ |
496,225 |
|
|
|
5.96% |
|
|
|
|
|
3.91% |
|
|
$ |
496,225 |
|
|
Michael J. Grisius, Managing Director
|
|
$ |
24,000 |
|
|
$ |
12,594 |
|
|
$ |
230,727 |
|
|
|
4.68% |
|
|
|
|
|
3.91% |
|
|
$ |
194,727 |
|
|
Penni F. Roll, Chief Financial Officer
|
|
$ |
344,246 |
|
|
$ |
23,179 |
|
|
$ |
875,770 |
|
|
|
5.89% |
|
|
|
|
|
4.45% |
|
|
$ |
531,524 |
|
|
Suzanne V. Sparrow, Executive Vice President and Corporate
Secretary
|
|
$ |
147,170 |
|
|
$ |
17,342 |
|
|
$ |
556,498 |
|
|
|
6.18% |
|
|
|
|
|
4.45% |
|
|
$ |
281,213 |
|
|
Joan M. Sweeney, Chief Operating Officer and Director
(1)
|
|
$ |
399,962 |
|
|
$ |
9,346 |
|
|
$ |
399,962 |
|
|
|
4.45% |
|
|
|
|
|
4.45% |
|
|
$ |
|
|
|
|
(1) |
Ms. Sweeney is an interested director. Interested directors are
interested persons as defined by the 1940 Act. |
146
TAX STATUS
The following discussion is a general summary of the material
United States federal income tax considerations applicable to us
and to an investment in our common stock. This summary does not
purport to be a complete description of the income tax
considerations applicable to such an investment. The discussion
is based upon the Code, Treasury Regulations, and administrative
and judicial interpretations, each as of the date of this
prospectus and all of which are subject to change. You should
consult your own tax advisor with respect to tax considerations
that pertain to your purchase of our common stock.
This summary is intended to apply to investments in our
common stock and assumes that investors hold our common stock as
capital assets. This summary does not discuss all aspects of
federal income taxation relevant to holders of our common stock
in light of particular circumstances, or to certain types of
holders subject to special treatment under federal income tax
laws, including dealers in securities, pension plans and trusts
and financial institutions. This summary does not discuss any
aspects of U.S. estate and gift tax or foreign, state or local
tax. It does not discuss the special treatment under federal
income tax laws that could result if we invested in tax-exempt
securities or certain other investment assets.
Except as specifically indicated herein, this summary is
intended to apply to U.S. Stockholders (as defined below) and
does not purport to discuss all U.S. federal income tax
consequences to persons who are not U.S. Stockholders
(Non-U.S. Stockholders) from an investment in our
common stock. (A U.S. Stockholder is a stockholder
who is (i) a citizen or resident of the United States,
(ii) a corporation or partnership created in or organized
under the laws of the United States or any political subdivision
thereof, (iii) an estate, the income of which is subject to
United States federal income taxation regardless of its source,
or (iv) a trust subject to the supervision of a court
within the United States and the control of a United States
person.) Non-U.S. Stockholders should consult their own tax
advisors to discuss the consequences of an investment in our
common stock.
Taxation as a Regulated Investment Company
We intend to be treated for tax purposes as a regulated
investment company under Subchapter M of Chapter 1 of
the Code. If we (i) qualify as a regulated investment
company and (ii) distribute to stockholders in a timely
manner at least 90% of our investment company taxable
income, as defined in the Code (i.e., net ordinary
investment income, including accrued original issue discount,
and net realized short-term capital gain in excess of net
realized long-term capital loss) (the 90% Distribution
Requirement) each year, we generally will not be subject
to federal income tax on the portion of our investment company
taxable income and net capital gain (i.e., net realized
long-term capital gain in excess of net realized short-term
capital loss) we distribute (or treat as deemed
distributed) to stockholders. (We will, however, be
subject to such tax to the extent that, prior to
February 2, 2013, BLX sells property held by BLX, Inc. on
the date of its corporate reorganization, but only to the extent
(i) such property had a built-in gain (that is, value in
excess of tax basis) on such date and (ii) such built-in
gain is recognized on such sale.) In addition, we are generally
required to distribute in a timely manner an amount at least
equal to the sum of (i) 98% of our ordinary income for each
calendar year, (ii) 98% of our capital gain net income for
the one-year period ending
147
December 31 of that calendar year, and (iii) any
income realized, but not taxed or distributed in prior years, in
order to avoid the 4% nondeductible federal excise tax on
certain undistributed income of regulated investment companies
(the Excise Tax Avoidance Requirements). If we do
not satisfy the Excise Tax Avoidance Requirements for any year,
we will be required to pay this 4% excise tax on the amount by
which 98% of the current years taxable income exceeds the
distribution for the year. The ordinary income or net capital
gain income on which the excise tax is paid is generally
distributed to shareholders in the next tax year. Depending on
the level of ordinary income or net capital gain income for a
tax year, we may choose to carry over the portion of such income
in excess of our current year distributions into the next tax
year and pay the 4% excise tax, as required. We will be subject
to federal income tax at the regular corporate rate on any
amounts of investment company taxable income or net capital gain
not distributed (or deemed distributed) to our stockholders.
In order to qualify as a regulated investment company for
federal income tax purposes, we must, among other things:
(a) continue to qualify as a business development company
under the 1940 Act; (b) derive in each taxable year at
least 90% of our gross income from (i) dividends, interest,
payments with respect to securities loans, gains from the sale
of stock or other securities, or other income derived with
respect to our business of investing in such stock or securities
or (ii) net income derived from an interest in a
qualified publicly traded partnership (the 90%
Income Test); and (c) diversify our holdings so that
at the end of each quarter of the taxable year (i) at least
50% of the value of our assets consists of cash, cash items,
U.S. government securities, securities of other regulated
investment companies, and other securities if such other
securities of any one issuer do not represent more than 5% of
our assets or more than 10% of the outstanding voting securities
of the issuer, and (ii) no more than 25% of the value of
our assets is invested in the securities of any one issuer
(other than U.S. government securities or securities of other
regulated investment companies), the securities of two or more
issuers that are controlled (as determined under applicable Code
rules) by us and are engaged in the same or similar or related
trades or businesses, or the securities of one or more
qualified publicly traded partnerships (the
Diversification Tests).
If we acquire or are deemed to have acquired debt obligations
that were issued originally at a discount or that otherwise are
treated under applicable tax rules as having original issue
discount or market discount, we must include in income each year
a portion of the original issue discount that accrues over the
life of the obligation regardless of whether cash representing
such income is received by us in the same taxable year. Any
amount accrued as original issue discount will be included in
our investment company taxable income for the year of accrual
and cash or other assets equal to the amount of such original
issue discount accrual may have to be distributed to our
stockholders in order to satisfy the 90% Distribution
Requirement or the Excise Tax Avoidance Requirements even though
we have not received any cash representing such income.
To the extent we engage in certain hedging transactions,
including hedging transactions in options, future contracts, and
straddles, or other similar transactions, we may be subject to
special tax rules (including constructive sale, mark-to-market,
straddle, wash sale, and short sale rules), the effect of which
may be to accelerate our income, disallow, suspend or otherwise
limit our losses or deductions, cause adjustments in the holding
periods of our securities, convert long-term capital gains into
short-term capital gains or ordinary income, or convert
short-term capital losses into long-term capital losses, or
other tax consequences.
148
In addition, although we do not currently intend to do so, if we
were to invest in certain options, futures, or forward
contracts, we may be required to report income from such
investments on a mark-to-market basis, which could result in us
recognizing unrealized gains and losses for federal income tax
purposes even though we may not realize such gains and losses
when we ultimately dispose of such investments. We could also be
required to treat such gains and losses as 60% long-term capital
gain or loss and 40% short-term capital gain or loss regardless
of our holding period for the investments.
These rules could affect our investment company taxable income
or net capital gain for a taxable year and thus affect the
amounts that we would be required to distribute to our
stockholders pursuant to the 90% Distribution Requirement and
the Excise Tax Avoidance Requirements for such year.
Although we do not presently expect to do so, we are authorized
to borrow funds and to sell assets in order to satisfy
distribution requirements. However, under the 1940 Act, we are
not permitted to make distributions to stockholders while our
debt obligations and other senior securities are outstanding
unless certain asset coverage tests are met.
Moreover, our ability to dispose of assets to meet our
distribution requirements may be limited by the illiquid nature
of our portfolio and other requirements relating to our status
as a regulated investment company, including the Diversification
Tests. If we dispose of assets in order to meet the 90%
Distribution Requirement or the Excise Tax Avoidance
Requirements, we may make such dispositions at times that, from
an investment standpoint, are not advantageous.
If we fail to satisfy the 90% Distribution Requirement or fail
to qualify as a regulated investment company in any taxable
year, we will be subject to tax in that year on all of our
taxable income, regardless of whether we make any distributions
to our stockholders. In that case, all of our income will be
subject to corporate-level tax, reducing the amount available
for debt service and distribution to our stockholders, and our
distributions to our stockholders generally will be
characterized as ordinary income (to the extent of our current
and accumulated earnings and profits), although such
distributions may constitute qualified dividend
income to individual shareholders subject to the same
reduced maximum rate of tax applicable to long-term capital
gains. In contrast, if we qualify as a regulated investment
company, our corporate-level federal income tax should be
substantially reduced or eliminated, and a portion of our
distributions or deemed distributions may be characterized as
long-term capital gain in the hands of our stockholders.
The remainder of this summary assumes that we qualify as a
regulated investment company and satisfy the 90% Distribution
Requirement.
Taxation of Stockholders
Our distributions generally are taxable to stockholders as
ordinary income or capital gains. Our distributions of
investment company taxable income will be taxable as ordinary
income to stockholders to the extent of our current or
accumulated earnings and profits, whether paid in cash or
reinvested in additional common stock (including any dividends
reinvested through our dividend reinvestment plan). A portion of
our distributions of investment company taxable income may
constitute qualified dividend income. Qualified
dividend income of individual shareholders currently is subject
to the same reduced maximum rate of tax applicable to long-term
capital gains. Our distributions of net capital gains properly
designated by us as capital gain dividends will be
taxable to each
149
stockholder as long-term capital gains regardless of the
stockholders holding period for his or her common stock
and regardless of whether paid in cash or reinvested in
additional common stock (including any dividends reinvested
through our dividend reinvestment plan). Distributions in excess
of the Companys earnings and profits will be designated as
a return of capital and first will reduce a
stockholders adjusted tax basis in such stockholders
common stock and, after the adjusted basis is reduced to zero,
will generally constitute capital gains to such stockholder.
At our option, we may elect to retain some or all of our net
capital gains for a tax year, but designate the retained amount
as a deemed distribution. In that case, among other
consequences, we will pay tax on the retained amount for the
benefit of our stockholders, the stockholders will be required
to report their share of the deemed distribution on their tax
returns as if it had been distributed to them, and the
stockholders will report a credit for their share of the tax
paid thereon by us. The amount of the deemed distribution net of
such tax will be added to the stockholders cost basis for
his or her common stock. Since we would be required to pay tax
at our regular corporate capital gain tax rate on any retained
net capital gains that are deemed to be distributed, and since
that rate is in excess of the maximum rate currently payable by
individuals on long-term capital gains, the amount of tax that
individual stockholders will be treated as having paid and for
which they will receive a credit will exceed the amount of tax
that such stockholders would be required to pay on the retained
net capital gains. Such excess generally will be available to
offset other tax liabilities of the stockholders. A stockholder
that does not have a sufficient amount of other tax liabilities
or that is not subject to U.S. federal income tax should be able
to file a return on the appropriate form or a claim for refund
that allows such stockholder to recover the taxes paid on his or
her behalf. In the event we select this option, we must provide
written notice to the stockholders prior to the expiration of
60 days after the close of the relevant tax year.
For purposes of determining (i) whether the 90% Distribution
Requirement is satisfied for any year and (ii) the amount of
capital gains dividends paid for that year, we may, under
certain circumstances, elect to treat a dividend that is paid
during the following taxable year as if it had been paid during
the taxable year in question. If we make such an election, the
U.S. Stockholder will still be treated as receiving the dividend
in the taxable year in which the distribution is made, and any
capital gain dividend will be treated as a capital gain dividend
to the U.S. Stockholder.
In addition, any dividend declared by us in October, November,
or December of any calendar year, payable to stockholders of
record on a specified date in such a month and actually paid
during January of the following year will be treated as if it
had been received by the stockholders on December 31 of the
year in which the dividend was declared to the extent of
earnings and profits for the calendar year.
In some taxable years, we may be subject to the alternative
minimum tax (AMT). If we have tax items that are treated
differently for AMT purposes than for regular tax purposes, we
may apportion those items between us and our stockholders, and
this may affect our stockholders AMT liabilities. Although
regulations explaining the precise method of apportionment have
not yet been issued by the Internal Revenue Service, we may
apportion these items in the same proportion that dividends paid
to each stockholder bear to our taxable income (determined
without regard to the dividends paid deduction), unless we
determine that a different method for a particular item is
warranted under the circumstances. You should consult your own
tax advisor to determine how an investment in our stock could
affect your AMT liability.
150
You should consider the tax implications of buying common stock
just prior to a distribution. Even if the price of the common
stock includes the amount of the forthcoming distribution, you
may be taxed upon receipt of the distribution and will not be
entitled to offset the distribution against the tax basis in
your common stock.
You may recognize taxable gain or loss if you sell or exchange
your common stock. The amount of the gain or loss will be
measured by the difference between your adjusted tax basis in
your common stock and the amount of the proceeds you receive in
exchange for such stock. Any gain or loss arising from the sale
or exchange of common stock generally will be a capital gain or
loss. This capital gain or loss normally will be treated as a
long-term capital gain or loss if you have held your common
stock for more than one year; otherwise, it will be classified
as short-term capital gain or loss. However, any capital loss
arising from the sale or exchange of common stock held for six
months or less generally will be treated as a long-term capital
loss to the extent of the amount of capital gain dividends
received (or treated as deemed distributed) with respect to such
stock and, for this purpose, the special rules of
Section 852(b)(4)(C) of the Code generally apply in
determining the holding period of such stock. In addition, all
or a portion of any loss realized upon a taxable disposition of
common stock will be disallowed if other shares of our common
stock are purchased (under our dividend reinvestment plan or
otherwise) within 30 days before or after the disposition.
We will send to each of our stockholders, as promptly as
possible after the end of each calendar year, a notice
detailing, on a per share and per distribution basis, the
amounts includible in such stockholders taxable income for
such year as ordinary income (including the amount of any
qualified dividend income) and as long-term capital gains. In
addition, the federal tax status of each years
distributions generally will be reported to the IRS.
Distributions may also be subject to additional state, local,
and foreign taxes depending on a stockholders particular
situation. Our ordinary income dividends to corporate
stockholders may, if certain conditions are met, qualify for the
dividends received deduction to the extent that we have received
qualifying dividend income during the taxable year; capital gain
dividends distributed by us are not eligible for the dividends
received deduction.
A Non-U.S. Stockholder may be subject to withholding of U.S.
federal tax at a 30% rate (or lower applicable treaty rate) on
distributions (including certain redemptions of common stock)
from us. However, the portion of our distributions that are
properly designated by us as long-term capital gain dividends,
short-term capital gain dividends or interest-related dividends
may be exempt from such withholding if you have provided to us
(or another appropriate withholding agent) in a timely manner a
properly completed
Form W-8BEN or
applicable form. Currently, we do not anticipate that any
significant amount of our distribution will be designated as
eligible for this exemption from withholding. Non-U.S.
Stockholders should consult their own tax advisors with respect
to the appropriate forms to file to avoid withholding tax and
for all other issues concerning U.S. federal income and
withholding tax, and state, local, and foreign tax, consequences
of an investment in our common stock.
We may be required to withhold U.S. federal income tax
(backup withholding) at a 28% rate from all taxable
distributions payable to (i) any stockholder who fails to
furnish us with its correct taxpayer identification number or a
certificate that the stockholder is exempt from backup
withholding, and (ii) any stockholder with respect to whom
the IRS notifies us that the stockholder has failed to properly
report certain interest and dividend income to the IRS and to
respond to notices to that effect. We may be required to report
annually to the IRS and to each Non-U.S. Stockholder the amount
of dividends paid to
151
such stockholder and the amount, if any, of tax withheld
pursuant to the backup withholding rules with respect to such
dividends. This information may also be made available to the
tax authorities in the Non-U.S. Stockholders country of
residence. Backup withholding is not an additional tax. Any
amounts withheld under the backup withholding rules from
payments made to a stockholder may be refunded or credited
against such stockholders United States federal income tax
liability, if any, provided that the required information is
furnished to the IRS.
You should consult your own tax advisor with respect to
the particular tax consequences to you of an investment in us,
including the possible effect of any pending legislation or
proposed regulation.
152
CERTAIN GOVERNMENT REGULATIONS
We operate in a highly regulated environment. The following
discussion generally summarizes certain government regulations.
Business Development Company. A business
development company is defined and regulated by the 1940 Act. A
business development company must be organized in the United
States for the purpose of investing in or lending to primarily
private companies and making managerial assistance available to
them. A business development company may use capital provided by
public shareholders and from other sources to invest in
long-term, private investments in businesses. A business
development company provides shareholders the ability to retain
the liquidity of a publicly traded stock, while sharing in the
possible benefits, if any, of investing in primarily privately
owned companies.
As a business development company, we may not acquire any asset
other than qualifying assets unless, at the time we
make the acquisition, the value of our qualifying assets
represent at least 70% of the value of our total assets. The
principal categories of qualifying assets relevant to our
business are:
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Securities purchased in transactions not involving any public
offering, the issuer of which is an eligible portfolio company; |
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Securities received in exchange for or distributed with respect
to securities described in the bullet above or pursuant to the
exercise of options, warrants or rights relating to such
securities; and |
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Cash, cash items, government securities or high quality debt
securities (within the meaning of the 1940 Act), maturing in one
year or less from the time of investment. |
An eligible portfolio company is generally a domestic company
that is not an investment company (other than a small business
investment company wholly owned by a business development
company) and that:
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does not have a class of securities with respect to which a
broker may extend margin credit at the time the acquisition is
made; |
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is controlled by the business development company and has an
affiliate of a business development company on its board of
directors; |
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does not have any class of securities listed on a national
securities exchange; or |
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meets such other criteria as may be established by the SEC. |
Control, as defined by the 1940 Act, is presumed to exist
where a business development company beneficially owns more than
25% of the outstanding voting securities of the portfolio
company.
In October 2006, the SEC re-proposed rules providing for an
additional definition of eligible portfolio company. As
re-proposed, the rule would expand the definition of eligible
portfolio company to include certain public companies that list
their securities on a national securities exchange. The SEC is
seeking comment regarding the application of this proposed rule
to companies with: (1) a public float of less than
$75 million; (2) a market capitalization of less than
$150 million; or (3) a market capitalization of less
than
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$250 million. There is no assurance that such proposal will
be adopted or what the final proposal will entail.
To include certain securities described above as qualifying
assets for the purpose of the 70% test, a business development
company must make available to the issuer of those securities
significant managerial assistance such as providing significant
guidance and counsel concerning the management, operations, or
business objectives and policies of a portfolio company. We
offer to provide significant managerial assistance to our
portfolio companies.
As a business development company, we are entitled to issue
senior securities in the form of stock or senior securities
representing indebtedness, including debt securities and
preferred stock, as long as each class of senior security has an
asset coverage of at least 200% immediately after each such
issuance. In addition, while any senior securities remain
outstanding, we must make provisions to prohibit any
distribution to our shareholders unless we meet the applicable
asset coverage ratio at the time of the distribution.
We are not generally able to issue and sell our common stock at
a price below net asset value per share. We may, however, sell
our common stock, at a price below the current net asset value
of the common stock, or sell warrants, options or rights to
acquire such common stock, at a price below the current net
asset value of the common stock if our Board of Directors
determines that such sale is in the best interests of the
Company and our stockholders, and our stockholders approve our
policy and practice of making such sales. In any such case, the
price at which our securities are to be issued and sold may not
be less than a price which, in the determination of our Board of
Directors, closely approximates the market value of such
securities (less any distributing commission or discount).
We are also limited in the amount of stock options that may be
issued and outstanding at any point in time. The 1940 Act
provides that the amount of a business development
companys voting securities that would result from the
exercise of all outstanding warrants, options and rights at the
time of issuance may not exceed 25% of the business development
companys outstanding voting securities, except that if the
amount of voting securities that would result from the exercise
of all outstanding warrants, options, and rights issued to the
business development companys directors, officers, and
employees pursuant to any executive compensation plan would
exceed 15% of the business development companys
outstanding voting securities, then the amount of voting
securities that would result from the exercise of all
outstanding warrants, options, and rights at the time of
issuance shall not exceed 20% of the outstanding voting
securities of the business development company.
We may also be prohibited under the 1940 Act from knowingly
participating in certain transactions with our affiliates
without the prior approval of the members of our Board of
Directors who are not interested persons and, in some cases,
prior approval by the SEC. We have been granted an exemptive
order by the SEC permitting us to engage in certain transactions
that would be permitted if we and our subsidiaries were one
company and permitting certain transactions among our
subsidiaries, subject to certain conditions and limitations.
We have designated a chief compliance officer and established a
compliance program pursuant to the requirements of the
1940 Act. We are periodically examined by the SEC for
compliance with the 1940 Act.
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As with other companies regulated by the 1940 Act, a business
development company must adhere to certain substantive
regulatory requirements. A majority of our directors must be
persons who are not interested persons, as that term is defined
in the 1940 Act. Additionally, we are required to provide and
maintain a bond issued by a reputable fidelity insurance company
to protect us against larceny and embezzlement. Furthermore, as
a business development company, we are prohibited from
protecting any director or officer against any liability to us
or our shareholders arising from willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of such persons office.
We maintain a code of ethics that establishes procedures for
personal investment and restricts certain transactions by our
personnel. Our code of ethics generally does not permit
investment by our employees in securities that have been or are
contemplated to be purchased or held by us. Our code of ethics
is posted on our website at www.alliedcapital.com and is also
filed as an exhibit to our registration statement which is on
file with the SEC. You may read and copy the code of ethics at
the SECs Public Reference Room in Washington, D.C.
You may obtain information on operations of the Public Reference
Room by calling the SEC at
1-800-SEC-0330. In
addition, the code of ethics is available on the EDGAR database
on the SEC Internet site at http://www.sec.gov. You may obtain
copies of the code of ethics, after paying a duplicating fee, by
electronic request at the following email address:
publicinfo@sec.gov, or by writing to the SECs Public
Reference Section, 100 F Street, NE, Washington, D.C.
20549.
As a business development company under the 1940 Act, we are
entitled to provide and have provided loans to our officers in
connection with the exercise of options. However, as a result of
provisions of the Sarbanes-Oxley Act of 2002, we have been
prohibited from making new loans to our executive officers since
July 2002.
We may not change the nature of our business so as to cease to
be, or withdraw our election as, a business development company
unless authorized by vote of a majority of the outstanding
voting securities, as defined in the 1940 Act. A majority
of the outstanding voting securities of a company is defined
under the 1940 Act as the lesser of: (i) 67% or more of
such companys shares present at a meeting if more than 50%
of the outstanding shares of such company are present and
represented by proxy or (ii) more than 50% of the
outstanding shares of such company.
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,
otherwise referred to as the Code. As long as we qualify as a
regulated investment company, we generally 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.
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
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held in escrow, received as consideration from the sale of
investments are collected in cash.
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.
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.
Compliance with the Sarbanes-Oxley Act of 2002.
The Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley
Act) imposes a wide variety of regulatory requirements on
publicly held companies and their insiders. Many of these
requirements apply to us, including:
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Our Chief Executive Officer and Chief Financial Officer certify
the financial statements contained in our periodic reports
through the filing of Section 302 certifications; |
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Our periodic reports disclose our conclusions about the
effectiveness of our disclosure controls and procedures; |
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Our annual report on
Form 10-K contains
a report from our management on internal control over financial
reporting, including a statement that our management is
responsible for establishing and maintaining adequate internal
control over financial reporting as well as our
managements assessment of the effectiveness of our
internal control over financial reporting, which must be audited
by our independent registered public accounting firm; |
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Our periodic reports disclose whether there were significant
changes in our internal control over financial reporting or in
other factors that could significantly affect our internal
control over financial reporting subsequent to the date of their
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses; and |
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We may not make any loan to any director or executive officer
and we may not materially modify any existing loans. |
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We have adopted procedures to comply with the Sarbanes-Oxley Act
and the regulations promulgated thereunder. We will continue to
monitor our compliance with all future regulations that are
adopted under the Sarbanes-Oxley Act and will take actions
necessary to ensure that we are in compliance therewith.
In addition, the New York Stock Exchange requires compliance
with certain corporate governance rules as part of its listing
standards. We have adopted certain policies and procedures to
comply with the New York Stock Exchanges corporate
governance rules, and in 2007 we submitted the required CEO
certification to the New York Stock Exchange pursuant to
Section 303A.12(a) of the listed company manual.
Proxy Voting Policies and Procedures
We vote proxies relating to our portfolio securities in the best
interest of our shareholders. We review on a case-by-case basis
each proposal submitted to a shareholder vote to determine its
impact on the portfolio securities held by us. Although we
generally vote against proposals that may have a negative impact
on our portfolio securities, we may vote for such a proposal if
there exists compelling long-term reasons to do so.
Our proxy voting decisions are made by our portfolio management
committee. To ensure that our vote is not the product of a
conflict of interest, we require that: (i) anyone involved
in the decision making process disclose to our Chief Compliance
Officer any potential conflict that he or she is aware of and
any contact that he or she has had with any interested party
regarding a proxy vote; and (ii) employees involved in the
decision making process or vote administration are prohibited
from revealing how we intend to vote on a proposal in order to
reduce any attempted influence from interested parties.
Stockholders may obtain information regarding how we voted
proxies with respect to our portfolio securities without charge
by making a written request for proxy voting information to:
Corporate Secretary, Allied Capital Corporation, 1919
Pennsylvania Avenue, N.W., Washington, D.C. 20006 or by
telephone at
(202) 721-6100.
STOCK TRADING PLANS AND OWNERSHIP GUIDELINES
Our Board of Directors has established a target ownership
program, which requires senior officers to retain certain
ownership levels commensurate with their positions within the
company. Our Board of Directors has also established a policy to
permit our officers and directors to enter into trading plans to
sell shares of our common stock in accordance with
Rule 10b5-1 of the
Securities Act of 1934. The policy allows our participating
officers and directors to adopt a pre-arranged stock trading
plan to buy or sell pre-determined amounts of our shares of
common stock over a period of time. Our Board of Directors
established the policy in recognition of the liquidity and
diversification objectives of our officers and directors,
including the desire of certain of our officers and directors to
sell certain shares of our common stock, subject to the target
ownership program.
DIVIDEND REINVESTMENT PLAN
We currently maintain a dividend reinvestment plan that provides
for reinvestment of our distributions on behalf of our
shareholders by our transfer agent. The dividend reinvestment
plan is an opt in plan, which means that if our
Board of Directors declares
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a cash dividend then our shareholders that have not opted
in to our dividend reinvestment plan will receive cash
dividends, rather than reinvesting dividends in additional
shares of common stock.
To enroll in the dividend reinvestment plan, each shareholder
must complete an enrollment status form and return it to the
plan agent. The plan agent shall then automatically reinvest any
dividend in additional shares of common stock. Shareholders may
change their status in the dividend reinvestment plan at any
time by contacting our transfer agent and plan administrator in
writing.
A shareholders ability to participate in a dividend
reinvestment plan may be limited according to how the shares of
common stock are held. A nominee may preclude beneficial owners
holding shares in street name from participating in the dividend
reinvestment plan. Shareholders who wish to participate in a
dividend reinvestment plan may need to hold their shares of
common stock in their own name. Shareholders who hold shares in
the name of a nominee should contact the nominee for details.
All distributions to investors who do not participate (or whose
nominee elects not to participate) in the dividend reinvestment
plan will be paid directly, or through the nominee, to the
record holder by or under the discretion of the plan agent. The
plan agent is American Stock Transfer and Trust Company, 59
Maiden Lane, New York, New York 10038. Their telephone number is
(800) 937-5449.
Under the dividend reinvestment plan, we may issue new shares
unless the market price of the outstanding shares of common
stock is less than 110% of the last reported net asset value.
Alternatively, the plan agent may buy shares of common stock in
the market. We value newly issued shares of common stock for the
dividend reinvestment plan at the average of the reported last
sale prices of the outstanding shares of common stock on the
last five trading days prior to the payment date of the
distribution, but not less than 95% of the opening bid price on
such date. The price in the case of shares bought in the market
will be the average actual cost of such shares of common stock,
including any brokerage commissions. There are no other fees
charged to shareholders in connection with the dividend
reinvestment plan. Any distributions reinvested under the plan
will nevertheless remain taxable to the shareholders.
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DESCRIPTION OF CAPITAL STOCK
The following summary description is based on relevant
portions of the Maryland General Corporation Law and our charter
and bylaws. This summary is not necessarily complete, and we
refer you to the Maryland General Corporation Law and our
charter and bylaws for a detailed description of the provisions
summarized below.
Capital Stock
Our authorized capital stock consists of 400,000,000 shares,
$0.0001 par value per share, all of which has been initially
designated as common stock. Our Board of Directors may classify
and reclassify any unissued shares of our capital stock by
setting or changing in one or more respects the preferences,
conversion or other rights, voting powers, restrictions,
limitations as to dividends, qualifications, terms or conditions
or redemption or other rights of such shares of capital stock.
Common Stock
At August 9, 2007, there were 154,358,570 shares of
common stock outstanding and 29,266,354 shares of common
stock reserved for issuance under our amended stock option plan.
The following are the outstanding classes of securities of
Allied Capital as of August 9, 2007:
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Allied Capital Corporation
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Common Stock |
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400,000,000 |
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All shares of common stock have equal rights as to earnings,
assets, dividends and voting and all outstanding shares of
common stock are fully paid and non-assessable. Distributions
may be paid to the holders of common stock if and when declared
by our Board of Directors out of funds legally available
therefor. Our common stock has no preemptive, exchange,
conversion, or redemption rights and is freely transferable,
except where their transfer is restricted by federal and state
securities law or by contract. In the event of liquidation,
dissolution or winding-up of Allied Capital, each share of
common stock is entitled to share ratably in all of our assets
that are legally available for distributions after payment of
all debts and liabilities and subject to any prior rights of
holders of preferred stock, if any, then outstanding. Each share
of common stock is entitled to one vote on all matters submitted
to a vote of shareholders, including the election of directors.
Except as provided with respect to any other class or series of
capital stock, the holders of our common stock will possess
exclusive voting power. There is no cumulative voting in the
election of directors, which means that holders of a majority of
the shares, if they so choose, could elect all of the directors,
and holders of less than a majority of the shares would, in that
case, be unable to elect any director. All shares of common
stock offered hereby will be, when issued and paid for, fully
paid and non-assessable.
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Preferred Stock
Our charter authorizes our Board of Directors to classify and
reclassify any unissued shares of stock into other classes or
series of stock, including preferred stock. Prior to issuance of
shares of each class or series, the Board of Directors is
required by Maryland law and by our charter to set the terms,
preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends or other
distributions, qualifications and terms or conditions of
redemption for each class or series. Thus, the Board of
Directors could authorize the issuance of shares of preferred
stock with terms and conditions which could have the effect of
delaying, deferring or preventing a transaction or a change in
control that might involve a premium price for holders of our
common stock or otherwise be in their best interest.
In addition, any issuance of preferred stock must comply with
the requirements of the 1940 Act. The 1940 Act requires, among
other things, that (1) immediately after issuance and
before any dividend or other distribution is made with respect
to our common stock, we maintain a coverage ratio of total
assets to total senior securities, which include all of our
borrowings and our preferred stock we may issue in the future,
of at least 200%, and (2) the holders of shares of
preferred stock, if any are issued, must be entitled as a class
to elect two directors at all times and to elect a majority of
the directors if dividends on such preferred stock are in
arrears by two years or more. The features of preferred stock
will be further limited by the requirements applicable to
regulated investment companies under the Code.
Limitation on Liability of Directors and Officers;
Indemnification and Advance of Expenses
We have adopted provisions in our charter limiting the liability
of our directors and officers for monetary damages. The effect
of these provisions in the charter is to eliminate the rights of
Allied Capital and its stockholders (through stockholders
derivative suits on our behalf) to recover monetary damages
against a director or officer for breach of the fiduciary duty
of care as a director or officer (including breaches resulting
from negligent behavior) except for liability resulting from
(i) actual receipt of an improper benefit or profit in
money, property or services or (ii) active and deliberate
dishonesty established by a final judgment as being material to
the cause of action. These provisions do not limit or eliminate
the rights of Allied Capital or any stockholder to seek
non-monetary relief such as an injunction or rescission in the
event of a breach of a directors or officers duty of
care. These provisions will not alter the liability of directors
or officers under federal securities laws.
Our charter and bylaws authorize us, to the maximum extent
permitted by Maryland law and subject to the requirements of the
1940 Act, to indemnify any present or former director or officer
or any individual who, while a director and at our request,
serves or has served another corporation, real estate investment
trust, partnership, joint venture, trust, employee benefit plan
or other enterprise as a director, officer, partner or trustee,
from and against any claim or liability to which that person may
become subject or which that person may incur by reason of his
or her status as a present or former director or officer and to
pay or reimburse their reasonable expenses in advance of final
disposition of a proceeding. The charter and bylaws also permit
us to indemnify and advance expenses to any person who served a
predecessor of us in any of the capacities described above and
any of our employees or agents or any employees or agents of our
predecessor. In accordance with the 1940 Act, we will not
indemnify any person for any liability to which such person
would be subject by reason of such persons willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.
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Maryland law requires a corporation (unless its charter provides
otherwise, which our charter does not) to indemnify a director
or officer who has been successful, on the merits or otherwise,
in the defense of any proceeding to which he or she is made a
party by reason of his or her service in that capacity. Maryland
law permits a corporation to indemnify its present and former
directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they
may be made a party by reason of their service in those or other
capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving
rise to the proceeding and (1) was committed in bad faith
or (2) was the result of active and deliberate dishonesty,
(b) the director or officer actually received an improper
personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was
unlawful. However, under Maryland law, a Maryland corporation
may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the
basis that a personal benefit was improperly received, unless in
either case a court orders indemnification, and then only for
expenses. In addition, Maryland law permits a corporation to
advance reasonable expenses to a director or officer upon the
corporations receipt of (a) a written affirmation by
the director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for
indemnification by the corporation and (b) a written
undertaking by him or her or on his or her behalf to repay the
amount paid or reimbursed by the corporation if it is ultimately
determined that the standard of conduct was not met.
We have entered into indemnification agreements with our
directors and certain of our senior officers. The
indemnification agreements provide these directors and senior
officers the maximum indemnification permitted under Maryland
law and the 1940 Act.
Certain Anti-Takeover Provisions
Our charter and bylaws and certain statutory and regulatory
requirements contain certain provisions that could make more
difficult the acquisition of Allied Capital by means of a tender
offer, a proxy contest or otherwise. These provisions are
expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons
seeking to acquire control of us to negotiate first with the
Board of Directors. We believe that the benefits of these
provisions outweigh the potential disadvantages of discouraging
such proposals because, among other things, negotiation of such
proposals might result in an improvement of their terms. The
description set forth below is intended only to be a summary of
certain of our anti-takeover provisions and is qualified in its
entirety by reference to our charter and the bylaws.
Classified Board of Directors
Our bylaws provide for our Board of Directors to be divided into
three classes of directors serving staggered three-year terms,
with each class to consist as nearly as possible of one-third of
the directors then elected to the board. A classified board may
render more difficult a change in control of Allied Capital or
removal of incumbent management. We believe, however, that the
longer time required to elect a majority of a classified Board
of Directors helps to ensure continuity and stability of our
management and policies.
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Issuance of Preferred Stock
Our Board of Directors, without stockholder approval, has the
authority to reclassify authorized but unissued common stock as
preferred stock and to issue preferred stock. Such stock could
be issued with voting, conversion or other rights designed to
have an anti-takeover effect.
Number of Directors; Vacancies; Removal
Our charter provides that the number of directors will be set
only by the Board of Directors in accordance with our bylaws.
Our bylaws provide that a majority of our entire Board of
Directors may at any time increase or decrease the number of
directors. However, unless our bylaws are amended, the number of
directors may never be less than three nor more than fifteen.
Except as may be provided by the Board of Directors in setting
the terms of any class or series of preferred stock, any and all
vacancies on the Board of Directors may be filled only by the
affirmative vote of a majority of the remaining directors in
office, even if the remaining directors do not constitute a
quorum, and any director elected to fill a vacancy will serve
for the remainder of the full term of the directorship in which
the vacancy occurred and until a successor is elected and
qualified.
Our bylaws provides that a director may be removed by
stockholders only with cause and then only by the
affirmative vote of at least a majority of the votes entitled to
be cast in the election of directors.
Action by Stockholders
Under the Maryland General Corporation Law, stockholder action
can be taken only at an annual or special meeting of
stockholders or by unanimous written consent in lieu of a
meeting. These provisions, combined with the requirements of our
bylaws regarding the calling of a stockholder-requested special
meeting of stockholders discussed below, may have the effect of
delaying consideration of a stockholder proposal until the next
annual meeting.
Advance Notice Provisions for Stockholder Nominations and
Stockholder Proposals
Our bylaws provide that with respect to an annual meeting of
stockholders, nominations of persons for election to the Board
of Directors and the proposal of business to be considered by
stockholders may be made only (1) pursuant to our notice of
the meeting, (2) by the Board of Directors or (3) by a
stockholder who is entitled to vote at the meeting and who has
complied with the advance notice procedures of the bylaws. With
respect to special meetings of stockholders, only the business
specified in our notice of the meeting may be brought before the
meeting. Nominations of persons for election to the Board of
Directors at a special meeting may be made only
(1) pursuant to our notice of the meeting, (2) by the
Board of Directors or (3) provided that the Board of
Directors has determined that directors will be elected at the
meeting, by a stockholder who is entitled to vote at the meeting
and who has complied with the advance notice provisions of the
bylaws.
The purpose of requiring stockholders to give us advance notice
of nominations and other business is to afford our Board of
Directors a meaningful opportunity to consider the
qualifications of the proposed nominees and the advisability of
any other proposed business
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and, to the extent deemed necessary or desirable by our Board of
Directors, to inform stockholders and make recommendations about
such qualifications or business, as well as to provide a more
orderly procedure for conducting meetings of stockholders.
Although our bylaws do not give our Board of Directors any power
to disapprove stockholder nominations for the election of
directors or proposals recommending certain action, they may
have the effect of precluding a contest for the election of
directors or the consideration of stockholder proposals if
proper procedures are not followed and of discouraging or
deterring a third party from conducting a solicitation of
proxies to elect its own slate of directors or to approve its
own proposal without regard to whether consideration of such
nominees or proposals might be harmful or beneficial to us and
our stockholders.
Calling of Special Meetings of Stockholders
Our bylaws provide that special meetings of stockholders may be
called by our Board of Directors and certain of our officers.
Additionally, our bylaws provide that, subject to the
satisfaction of certain procedural and informational
requirements by the stockholders requesting the meeting, a
special meeting of stockholders will be called by our Corporate
Secretary upon the written request of stockholders entitled to
cast not less than a majority of all the votes entitled to be
cast at such meeting.
Amendments; Supermajority Vote Requirements
Our bylaws impose supermajority vote requirements in connection
with the amendment of provisions of our bylaws, including those
provisions relating to the classified Board of Directors, the
ability of stockholders to call special meetings and the advance
notice provisions for stockholder meetings.
Maryland General Corporation Law
Maryland General Corporation Law provides for the Business
Combination Statute and the Control Share Acquisition Statute,
as defined below. The partial summary of the foregoing statutes
contained in this prospectus is not intended to be complete and
reference is made to the full text of such statutes for their
entire terms.
Business Combination Statute. Certain provisions
of the Maryland General Corporation Law establish special
requirements with respect to business combinations
between Maryland corporations and interested
stockholders unless exemptions are applicable (the
Business Combination Statute). Among other things,
the Business Combination Statute prohibits for a period of five
years a merger or other specified transactions between a company
and an interested stockholder and requires a supermajority vote
for such transactions after the end of such five-year period.
Interested stockholders are all persons owning
beneficially, directly or indirectly, 10% or more of the
outstanding voting stock of a Maryland corporation.
Business combinations include certain mergers or
similar transactions subject to a statutory vote and additional
transactions involving transfer of assets or securities in
specified amounts to interested stockholders or their affiliates.
Unless an exemption is available, a business
combination may not be consummated between a Maryland
corporation and an interested stockholder or its affiliates for
a period of five years after the date on which the stockholder
first became an interested stockholder
163
and thereafter may not be consummated unless recommended by the
board of directors of the Maryland corporation and approved by
the affirmative vote of at least 80% of the votes entitled to be
cast by all holders of outstanding shares of voting stock and
662/3%
of the votes entitled to be cast by all holders of outstanding
shares of voting stock other than the interested stockholder or
its affiliates or associates, unless, among other things, the
corporations stockholders receive a minimum price (as
defined in the Business Combination Statute) for their shares
and the consideration is received in cash or in the same form as
previously paid by the interested stockholder for its shares.
A business combination with an interested stockholder which is
approved by the board of directors of a Maryland corporation at
any time before an interested stockholder first becomes an
interested stockholder is not subject to the five-year
moratorium or special voting requirements. An amendment to a
Maryland corporations charter electing not to be subject
to the foregoing requirements must be approved by the
affirmative vote of at least 80% of the votes entitled to be
cast by all holders of outstanding shares of voting stock and
662/3%
of the votes entitled to be cast by holders of outstanding
shares of voting stock who are not interested stockholders. Any
such amendment is not effective until 18 months after the
vote of stockholders and does not apply to any business
combination of a corporation with a stockholder who became an
interested stockholder on or prior to the date of such vote.
Control Share Acquisition Statute. The Maryland
General Corporation Law imposes limitations on the voting rights
of shares acquired in a control share acquisition.
The control share statute defines a control share
acquisition to mean the acquisition, directly or
indirectly, of control shares subject to certain
exceptions. Control shares of a Maryland corporation
are defined to be voting shares of stock which, if aggregated
with all other shares of stock previously acquired by the
acquiror, would entitle the acquiror to exercise voting power in
electing directors with one of the following ranges of voting
power:
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(1) |
one-tenth or more but less than one-third; |
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(2) |
one-third or more but less than a majority; or |
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(3) |
a majority of all voting power. |
The requisite stockholder approval must be obtained each time an
acquiror crosses one of the thresholds of voting power set forth
above. Control shares do not include shares which the acquiring
person is entitled to vote as a result of having previously
obtained stockholder approval. Control shares of a Maryland
corporation acquired in a control share acquisition have no
voting rights except to the extent approved by a vote of
two-thirds of the votes entitled to be cast by stockholders in
the election of directors, excluding shares of stock as to which
the acquiring person, officers of the corporation and directors
of the corporation who are employees of the corporation are
entitled to exercise or direct the exercise of the voting power
of the shares in the election of the directors.
The control share statute also requires Maryland corporations to
hold a special meeting at the request of an actual or proposed
control share acquiror generally within 50 days after a
request is made with the submission of an acquiring person
statement, but only if the acquiring person:
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(1) |
gives a written undertaking and, if required by the directors of
the issuing corporation, posts a bond for the cost of the
meeting; and |
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(2) |
submits definitive financing agreements for the acquisition of
the control shares to the extent that financing is not provided
by the acquiring person. |
164
In addition, unless the issuing corporations charter or
bylaws provide otherwise, the control share statute provides
that the issuing corporation, within certain time limitations,
shall have the right to redeem control shares (except those for
which voting rights have previously been approved) for
fair value as determined pursuant to the control
share statute in the event:
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(1) |
there is a stockholder vote and the grant of voting rights is
not approved; or |
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(2) |
an acquiring person statement is not delivered to
the target within 10 days following a control share
acquisition. |
Moreover, unless the issuing corporations charter or
bylaws provide otherwise, the control share statute provides
that if, before a control share acquisition occurs, voting
rights are accorded to control shares which result in the
acquiring person having majority voting power, then all
stockholders other than the acquiring person have appraisal
rights as provided under the Maryland General Corporation Law.
An acquisition of shares may be exempted from the control share
statute provided that a charter or bylaw provision is adopted
for such purpose prior to the control share acquisition by any
person with respect to Allied Capital. The control share
acquisition statute does not apply to shares acquired in a
merger, consolidation or share exchange to which the corporation
is a party.
Our Board of Directors has opted out of the Control Share
Acquisition Statute through an amendment to our bylaws.
DESCRIPTION OF PUBLIC NOTES
The following summary description is based on the indenture
between us and the Bank of New York, as trustee, dated
June 16, 2006 (the Indenture) and any
supplements to the Indenture. This summary is not necessarily
complete and we refer you to the Indenture and any supplements
to the Indenture for a detailed description of the provisions
summarized below.
As of June 30, 2007, we have completed public issuances of
unsecured notes as follows:
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Amount | |
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Maturity Date | |
($ in millions) |
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| |
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| |
6.625% Notes due
2011(1)(2)
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$ |
400.0 |
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July 15, 2011 |
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6.000% Notes due
2012(1)(2)
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250.0 |
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April 1, 2012 |
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6.875% Notes due
2047(1)(3)
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230.0 |
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|
April 15, 2047 |
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Total
|
|
$ |
880.0 |
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(1) |
The terms of the notes are governed by two additional covenants,
through which we have agreed to not violate
Section 18(a)(1)(A) as modified by Section 61(a)(1) of
the 1940 Act, as amended, while the notes are outstanding, and
to provide financial information to the holders of the notes and
the trustee if we should no longer be subject to the reporting
requirements under the Securities Exchange Act of 1934, as
amended. The supplements to the Indenture governing the issuance
of the notes also revise certain events of default. The
amendments to the Indenture apply to the notes only and do not
apply to any prior or future issuance of debt securities under
the Indenture unless so provided in an applicable supplement to
the Indenture. |
|
(2) |
We may redeem the notes in whole at any time or in part from
time to time provided that any exercise of our option to redeem
the notes will be done in compliance with the 1940 Act, and the
rules and regulations promulgated thereunder, to the extent
applicable. |
|
(3) |
These notes are listed on the New York Stock Exchange under the
trading symbol AFC. We may redeem the notes in whole
or in part at any time or from time to time on or after
April 15, 2012, and upon the occurrence of certain tax
events provided that any exercise of our option to redeem the
notes will be done in compliance with the 1940 Act, and the
rules and regulations promulgated thereunder, to the extent
applicable. |
165
The debt securities are our direct unsecured obligations and
rank equally with our other outstanding unsecured indebtedness.
The Indenture permits us to issue debt securities from time to
time and debt securities issued under the Indenture will be
issued as part of a series that has been established by us under
such Indenture. We will initially issue all debt securities in
global form, which form shall include master notes evidencing
medium-term notes, commercial paper or retail notes.
DTC acts as securities depository for our debt securities. The
debt securities were issued as fully-registered securities
registered in the name of Cede & Co. (DTCs partnership
nominee). One fully-registered certificate was issued for the
debt securities in connection with each public offering, in the
aggregate principal amount of such issue and was deposited with
DTC. In the case of our 6.875% Notes due 2047, an
additional fully-registered certificate was issued in the
aggregate principal amount of the notes issued upon exercise by
the underwriters of their option to purchase additional notes to
cover over-allotments.
The following provisions apply to all series of debt securities
issued under the Indenture including our outstanding public
notes, except as set forth in the applicable supplemental
indenture.
Mergers and Similar Transactions. We are generally
permitted to consolidate or merge with another company. We are
also permitted to sell substantially all of our assets to
another company or to buy substantially all of the assets of
another company. However, we may not consolidate or merge with
another company or convey, transfer or lease our properties or
assets substantially as an entirety or permit another company to
consolidate or merge with us unless certain conditions are met.
Modification and Waiver of Contractual Rights. Under
certain circumstances, we can make changes to the Indenture and
the securities. Some types of changes require the approval of
each security holder affected thereby, some require approval by
a majority vote with respect to each affected series of
securities and some changes do not require any approval at all.
Defeasance and Covenant Defeasance. When we establish a
series of debt securities, we may provide that the series be
subject to the defeasance and discharge provisions of the
Indenture. If those provisions are made applicable, we may elect
either:
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to defease and be discharged from, subject to some limitations,
all of our obligations with respect to those debt securities; or |
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to be released from our obligations to comply with certain
covenants relating to those debt securities. |
To effect the defeasance or covenant defeasance, we must
irrevocably deposit in trust with the relevant trustee an amount
in any combination of funds or government obligations, which,
through the payment of principal and interest in accordance with
their terms, will provide money sufficient to make payments on
those debt securities and any mandatory sinking fund or
analogous payments on those debt securities.
Redemption. The Indenture under which the debt securities
are issued may permit us to redeem such securities. If so, we
may be able to pay off such securities before their scheduled
maturity. If we have this right with respect to specific
securities, the right will be outlined in the applicable
supplemental indenture. It will also specify when we can
exercise this right and how much we will have to pay in order to
redeem the debt securities.
166
Events of Default
A holder has special rights if an event of default occurs and is
not cured. The following constitute events of default under the
Indenture, unless otherwise specified in the applicable
supplemental indenture.
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we fail to make any interest payment on a security when it is
due, and we do not cure this default within 30 days; |
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we fail to make any payment of principal when it is due at the
maturity of any security, and we do not cure this default within
5 days; |
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|
we fail to deposit a sinking fund payment when due, and we do
not cure this default within 5 days; |
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|
we fail to comply with the indenture, and after we have been
notified of the default by the trustee or holders of 25% in
principal amount of the series, we do not cure the default
within 60 days; |
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|
we file for bankruptcy, or other events in bankruptcy,
insolvency or reorganization occur and remain undischarged or
unstayed for a period of 60 days; |
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|
on the last business day of each of twenty-four consecutive
calendar months, we have an asset coverage of less than 100 per
centum, or |
|
|
|
any other event of default described as being applicable to any
particular series of debt securities. |
A holder has certain remedies if an event of default occurs as
set forth in detail in the Indenture and in the applicable
supplemental indenture.
The holders of a majority in principal amount of the relevant
series of debt securities may waive a default for all the
relevant series of debt securities. If this happens, the default
will be treated as if it has not occurred. No one can waive a
payment default on a holders debt security, however,
without his individual approval.
Certain Covenants
The Indenture under which the debt securities are issued will
require us to, unless otherwise specified in the applicable
supplemental indenture:
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duly and punctually pay the principal of and any premium and
interest on the debt securities of each series in accordance
with the terms of the debt securities and the indenture; |
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|
maintain an office or agency where the debt securities may be
presented or surrendered for payment, registration of transfer
or exchange, and where notices and demands to or upon us
regarding the securities and the indenture may be served. We
will give prompt written notice to the trustee of the location,
and any change in the location, of such office or agency; |
|
|
|
if we act as our own paying agent at any time, segregate and
hold in trust, for the benefit of the holders, an amount of
money, in the currency in which the securities are payable,
sufficient to pay the principal and any premium or interest due
on the securities of any series on or before the due date for
such payment; |
167
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do all things necessary to preserve and keep in full force and
effect our existence, rights (charter and statutory) and
franchises unless failure to do so would not disadvantage the
Holders in any material respect; |
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|
|
deliver an officers certificate to the trustee, within
120 calendar days after the end of each fiscal year,
stating whether or not, to the best knowledge of the persons
signing the officers certificate, we are in default in the
performance and observance of any of the terms, provisions and
conditions of the indenture and, if we are, specifying all such
defaults and the nature and status thereof of which we may have
knowledge; |
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maintain, preserve, and keep our material properties that are
used in the conduct of our business in good repair, condition
and working order, ordinary wear and tear excepted; and |
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|
pay or discharge when due all taxes, assessments and
governmental charges levied or imposed upon us or our income,
profits or property, as well as all lawful claims for labor,
materials and supplies that, if unpaid, might by law become a
lien upon our property, except those contested in good faith or
that would not have a material adverse effect on us. |
PLAN OF DISTRIBUTION
We may offer, from time to time, up to 50,000,000 shares of
our common stock. We may sell the shares of our common stock
through underwriters or dealers, directly to one or more
purchasers, through agents or through a combination of any such
methods of sale. Any underwriter or agent involved in the offer
and sale of the shares of our common stock will be named in the
applicable prospectus supplement.
The distribution of the shares of our common stock may be
effected from time to time in one or more transactions at a
fixed price or prices, which may be changed, at prevailing
market prices at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices, provided,
however, that the offering price per share of our common stock,
less any underwriting commissions or discounts, must equal or
exceed the net asset value per share of our common stock at the
time of the offering.
In connection with the sale of the shares of our common stock,
underwriters or agents may receive compensation from us or from
purchasers of the shares of our common stock, for whom they may
act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell shares of our common stock to
or through dealers and such dealers may receive compensation in
the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom
they may act as agents. Underwriters, dealers and agents that
participate in the distribution of shares of our common stock
may be deemed to be underwriters under the Securities Act, and
any discounts and commissions they receive from us and any
profit realized by them on the resale of shares of our common
stock may be deemed to be underwriting discounts and commissions
under the Securities Act. Any such underwriter or agent will be
identified and any such compensation received from us will be
described in the applicable prospectus supplement.
Any common stock sold pursuant to a prospectus supplement will
be quoted on the New York Stock Exchange, or another exchange on
which the common stock is traded.
168
Under agreements into which we may enter, underwriters, dealers
and agents who participate in the distribution of shares of our
common stock may be entitled to indemnification by us against
certain liabilities, including liabilities under the Securities
Act. Underwriters, dealers and agents may engage in transactions
with, or perform services for, us in the ordinary course of
business.
If so indicated in the applicable prospectus supplement, we will
authorize underwriters or other persons acting as our agents to
solicit offers by certain institutions to purchase shares of our
common stock from us pursuant to contracts providing for payment
and delivery on a future date. Institutions with which such
contracts may be made include commercial and savings banks,
insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all
cases such institutions must be approved by us. The obligations
of any purchaser under any such contract will be subject to the
condition that the purchase of shares of our common stock shall
not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such
contracts. Such contracts will be subject only to those
conditions set forth in the prospectus supplement, and the
prospectus supplement will set forth the commission payable for
solicitation of such contracts.
The maximum commission or discount to be received by any member
of the National Association of Securities Dealers, Inc. or
independent broker-dealer will not be greater than 10% for the
sale of any securities being registered and 0.5% for due
diligence.
In order to comply with the securities laws of certain states,
if applicable, shares of our common stock offered hereby will be
sold in such jurisdictions only through registered or licensed
brokers or dealers.
LEGAL MATTERS
The legality of shares of our common stock offered hereby will
be passed upon for us by Sutherland Asbill & Brennan
LLP, Washington, D.C. Certain legal matters will be passed
upon for underwriters, if any, by the counsel named in the
prospectus supplement.
CUSTODIANS, TRANSFER AND DIVIDEND PAYING AGENT
AND REGISTRAR
Certain of our securities are held in safekeeping by PNC Bank,
N.A., 808 17th Street, N.W., Washington, D.C.
20006. Other securities are held in custody at Chevy Chase Bank,
7501 Wisconsin Avenue, 14th Floor, Bethesda, Maryland
20814, Bank of America, 8300 Greensboro Drive, Suite 620,
McLean, Virginia 22102, Union Bank of California,
350 California Street, 6th Floor, San Francisco,
CA 94104 and M&T Investment Group, 25 South
Charles Street
MD2-CS57, Baltimore,
MD 21201. American Stock Transfer and Trust Company,
59 Maiden Lane, New York, New York 10038 acts as our
transfer, dividend paying and reinvestment plan agent and
registrar for our common stock. The Bank of New York,
101 Barclay St., New York, New York acts as our
registrar, paying agent and transfer agent for our publicly
issued debt securities.
169
BROKERAGE ALLOCATION AND OTHER PRACTICES
Since we generally acquire and dispose of our investments in
privately negotiated transactions, we rarely use brokers in the
normal course of business. In those cases where we do use a
broker, we do not execute transactions through any particular
broker or dealer, but will seek to obtain the best net results
for Allied Capital, taking into account such factors as price
(including the applicable brokerage commission or dealer
spread), size of order, difficulty of execution, and operational
facilities of the firm and the firms risk and skill in
positioning blocks of securities. While we generally seek
reasonably competitive execution costs, we may not necessarily
pay the lowest spread or commission available. Subject to
applicable legal requirements, we may select a broker based
partly upon brokerage or research services provided to us. In
return for such services, we may pay a higher commission than
other brokers would charge if we determine in good faith that
such commission is reasonable in relation to the services
provided.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements as of December 31,
2006 and 2005, and for each of the years in the three-year
period ended December 31, 2006, the related financial
statement schedule as of December 31, 2006, and the senior
securities table as of December 31, 2006, have been
included herein in reliance upon the reports of KPMG LLP
(KPMG), independent registered public accounting firm, located
at 2001 M Street, NW, Washington, DC 20036, appearing elsewhere
herein, and upon the authority of said firm as experts in
accounting and auditing. KPMGs report on the consolidated
financial statements refers to our adoption, effective
January 1, 2006, of Statement of Accounting Standards
No. 123 (Revised 2004), Share Based Payment.
With respect to the unaudited interim financial information as
of June 30, 2007, and for the
three- and
six-month periods ended
June 30, 2007 and 2006, included herein, KPMG LLP has
reported that they applied limited procedures in accordance with
professional standards for a review of such information.
However, their separate report included herein states that they
did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on
their report on such information should be restricted in light
of the limited nature of the review procedures applied. The
accountants are not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because
that report is not a report or a part of
the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the
Securities Act of 1933.
170
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Page | |
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Report of Independent Registered Public Accounting Firm
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F-2 |
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Consolidated Balance Sheet December 31, 2006
and 2005
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F-3 |
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Consolidated Statement of Operations
For the Years Ended December 31, 2006, 2005, and 2004
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F-4 |
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Consolidated Statement of Changes in Net Assets
For the Years Ended December 31, 2006, 2005, and 2004
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F-5 |
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Consolidated Statement of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
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F-6 |
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Consolidated Statement of Investments
December 31, 2006
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F-7 |
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Consolidated Statement of Investments
December 31, 2005
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F-18 |
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Notes to Consolidated Financial Statements
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F-28 |
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Report of Independent Registered Public Accounting Firm
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F-69 |
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Schedule 12-14 Investments in and Advances to
Affiliates for the Year Ended December 31, 2006
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F-70 |
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F-74 |
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F-75 |
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F-76 |
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F-77 |
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F-78 |
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F-79 |
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F-90 |
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Schedule 12-14 Investments in and Advances to
Affiliates for the Six Months Ended June 30, 2007
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F-126 |
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F-1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Allied Capital Corporation:
We have audited the accompanying consolidated balance sheet of
Allied Capital Corporation and subsidiaries as of
December 31, 2006 and 2005, including the consolidated
statements of investments as of December 31, 2006 and 2005,
and the related consolidated statements of operations, changes
in net assets and cash flows, and the financial highlights
(included in Note 14), for each of the years in the
three-year period ended December 31, 2006. These
consolidated financial statements and financial highlights are
the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included physical counts of securities owned as of
December 31, 2006 and 2005. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements and
financial highlights referred to above present fairly, in all
material respects, the financial position of Allied Capital
Corporation and subsidiaries as of December 31, 2006 and
2005, and the results of their operations, their cash flows,
changes in their net assets, and financial highlights for each
of the years in the three-year period ended December 31, 2006,
in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the consolidated financial
statements, effective January 1, 2006, the Company adopted
the provisions of Statement of Financial Accounting Standards
No. 123 (Revised 2004), Share Based Payment.
Washington, D.C.
February 28, 2007
F-2
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
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December 31, | |
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2006 | |
|
2005 | |
(in thousands, except per share amounts) |
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ASSETS |
Portfolio at value:
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Private finance
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Companies more than 25% owned (cost: 2006-$1,578,822;
2005-$1,489,782)
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|
$ |
1,490,180 |
|
|
$ |
1,887,651 |
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|
Companies 5% to 25% owned (cost: 2006-$438,560; 2005-$168,373)
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|
|
449,813 |
|
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|
158,806 |
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|
|
Companies less than 5% owned (cost: 2006-$2,479,981;
2005-$1,448,268)
|
|
|
2,437,908 |
|
|
|
1,432,833 |
|
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|
|
|
|
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Total private finance (cost: 2006-$4,497,363; 2005-$3,106,423)
|
|
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4,377,901 |
|
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3,479,290 |
|
|
Commercial real estate finance (cost: 2006-$103,546;
2005-$131,695)
|
|
|
118,183 |
|
|
|
127,065 |
|
|
|
|
|
|
|
|
|
|
|
Total portfolio at value (cost: 2006-$4,600,909; 2005-$3,238,118)
|
|
|
4,496,084 |
|
|
|
3,606,355 |
|
U.S. Treasury bills (cost: 2006-$; 2005-$100,000)
|
|
|
|
|
|
|
100,305 |
|
Investments in money market and other securities
|
|
|
202,210 |
|
|
|
121,967 |
|
Deposits of proceeds from sales of borrowed Treasury securities
|
|
|
|
|
|
|
17,666 |
|
Accrued interest and dividends receivable
|
|
|
64,566 |
|
|
|
60,366 |
|
Other assets
|
|
|
122,958 |
|
|
|
87,858 |
|
Cash
|
|
|
1,687 |
|
|
|
31,363 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
4,887,505 |
|
|
$ |
4,025,880 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
Notes payable and debentures (maturing within one year:
2006-$; 2005-$175,000)
|
|
$ |
1,691,394 |
|
|
$ |
1,193,040 |
|
|
Revolving line of credit
|
|
|
207,750 |
|
|
|
91,750 |
|
|
Obligations to replenish borrowed Treasury securities
|
|
|
|
|
|
|
17,666 |
|
|
Accounts payable and other liabilities
|
|
|
147,117 |
|
|
|
102,878 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,046,261 |
|
|
|
1,405,334 |
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 200,000 shares authorized;
148,575 and 136,697 shares issued and outstanding at
December 31, 2006 and 2005, respectively
|
|
|
15 |
|
|
|
14 |
|
|
Additional paid-in capital
|
|
|
2,493,335 |
|
|
|
2,177,283 |
|
|
Common stock held in deferred compensation trust
|
|
|
(28,335 |
) |
|
|
(19,460 |
) |
|
Notes receivable from sale of common stock
|
|
|
(2,850 |
) |
|
|
(3,868 |
) |
|
Net unrealized appreciation (depreciation)
|
|
|
(123,084 |
) |
|
|
354,325 |
|
|
Undistributed earnings
|
|
|
502,163 |
|
|
|
112,252 |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
2,841,244 |
|
|
|
2,620,546 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
|
4,887,505 |
|
|
$ |
4,025,880 |
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
19.12 |
|
|
$ |
19.17 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-3
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
| |
Interest and Related Portfolio Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
102,636 |
|
|
$ |
122,450 |
|
|
$ |
91,710 |
|
|
|
Companies 5% to 25% owned
|
|
|
39,754 |
|
|
|
21,924 |
|
|
|
25,702 |
|
|
|
Companies less than 5% owned
|
|
|
244,037 |
|
|
|
172,779 |
|
|
|
202,230 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
|
386,427 |
|
|
|
317,153 |
|
|
|
319,642 |
|
|
Fees and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
29,606 |
|
|
|
27,365 |
|
|
|
29,774 |
|
|
|
Companies 5% to 25% owned
|
|
|
4,447 |
|
|
|
124 |
|
|
|
2,383 |
|
|
|
Companies less than 5% owned
|
|
|
32,078 |
|
|
|
29,510 |
|
|
|
15,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
|
|
66,131 |
|
|
|
56,999 |
|
|
|
47,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
452,558 |
|
|
|
374,152 |
|
|
|
367,090 |
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
100,600 |
|
|
|
77,352 |
|
|
|
75,650 |
|
|
Employee
|
|
|
92,902 |
|
|
|
78,300 |
|
|
|
53,739 |
|
|
Employee stock options
|
|
|
15,599 |
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
|
39,005 |
|
|
|
69,713 |
|
|
|
34,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
248,106 |
|
|
|
225,365 |
|
|
|
164,075 |
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
204,452 |
|
|
|
148,787 |
|
|
|
203,015 |
|
Income tax expense, including excise tax
|
|
|
15,221 |
|
|
|
11,561 |
|
|
|
2,057 |
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
189,231 |
|
|
|
137,226 |
|
|
|
200,958 |
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
513,314 |
|
|
|
33,237 |
|
|
|
86,812 |
|
|
|
Companies 5% to 25% owned
|
|
|
4,467 |
|
|
|
5,285 |
|
|
|
43,818 |
|
|
|
Companies less than 5% owned
|
|
|
15,520 |
|
|
|
234,974 |
|
|
|
(13,390 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net realized gains
|
|
|
533,301 |
|
|
|
273,496 |
|
|
|
117,240 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
(477,409 |
) |
|
|
462,092 |
|
|
|
(68,712 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains
|
|
|
55,892 |
|
|
|
735,588 |
|
|
|
48,528 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
245,123 |
|
|
$ |
872,814 |
|
|
$ |
249,486 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$ |
1.72 |
|
|
$ |
6.48 |
|
|
$ |
1.92 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
1.68 |
|
|
$ |
6.36 |
|
|
$ |
1.88 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic
|
|
|
142,405 |
|
|
|
134,700 |
|
|
|
129,828 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
145,599 |
|
|
|
137,274 |
|
|
|
132,458 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
| |
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
189,231 |
|
|
$ |
137,226 |
|
|
$ |
200,958 |
|
|
Net realized gains
|
|
|
533,301 |
|
|
|
273,496 |
|
|
|
117,240 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
(477,409 |
) |
|
|
462,092 |
|
|
|
(68,712 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
245,123 |
|
|
|
872,814 |
|
|
|
249,486 |
|
|
|
|
|
|
|
|
|
|
|
Shareholder distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends
|
|
|
(354,892 |
) |
|
|
(314,509 |
) |
|
|
(299,326 |
) |
|
Preferred stock dividends
|
|
|
(10 |
) |
|
|
(10 |
) |
|
|
(62 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from shareholder
distributions
|
|
|
(354,902 |
) |
|
|
(314,519 |
) |
|
|
(299,388 |
) |
|
|
|
|
|
|
|
|
|
|
Capital share transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
295,769 |
|
|
|
|
|
|
|
70,251 |
|
|
Issuance of common stock for portfolio investments
|
|
|
|
|
|
|
7,200 |
|
|
|
3,227 |
|
|
Issuance of common stock in lieu of cash distributions
|
|
|
14,996 |
|
|
|
9,257 |
|
|
|
5,836 |
|
|
Issuance of common stock upon the exercise of stock options
|
|
|
11,734 |
|
|
|
66,688 |
|
|
|
32,274 |
|
|
Stock option expense
|
|
|
15,835 |
|
|
|
|
|
|
|
|
|
|
Net decrease in notes receivable from sale of common stock
|
|
|
1,018 |
|
|
|
1,602 |
|
|
|
13,162 |
|
|
Purchase of common stock held in deferred compensation trust
|
|
|
(9,855 |
) |
|
|
(7,968 |
) |
|
|
(13,687 |
) |
|
Distribution of common stock held in deferred compensation trust
|
|
|
980 |
|
|
|
2,011 |
|
|
|
184 |
|
|
Other
|
|
|
|
|
|
|
3,683 |
|
|
|
3,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from capital share
transactions
|
|
|
330,477 |
|
|
|
82,473 |
|
|
|
115,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net increase in net assets
|
|
|
220,698 |
|
|
|
640,768 |
|
|
|
65,201 |
|
Net assets at beginning of year
|
|
|
2,620,546 |
|
|
|
1,979,778 |
|
|
|
1,914,577 |
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of year
|
|
$ |
2,841,244 |
|
|
$ |
2,620,546 |
|
|
$ |
1,979,778 |
|
|
|
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
19.12 |
|
|
$ |
19.17 |
|
|
$ |
14.87 |
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding at end of year
|
|
|
148,575 |
|
|
|
136,697 |
|
|
|
133,099 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
(in thousands) |
|
| |
|
| |
|
| |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
245,123 |
|
|
$ |
872,814 |
|
|
$ |
249,486 |
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio investments
|
|
|
(2,257,828 |
) |
|
|
(1,668,113 |
) |
|
|
(1,472,396 |
) |
|
|
Principal collections related to investment repayments or sales
|
|
|
1,055,347 |
|
|
|
1,503,388 |
|
|
|
909,189 |
|
|
|
Change in accrued or reinvested interest and dividends
|
|
|
(11,296 |
) |
|
|
(6,594 |
) |
|
|
(52,193 |
) |
|
|
Net collection (amortization) of discounts and fees
|
|
|
1,713 |
|
|
|
(1,564 |
) |
|
|
(5,235 |
) |
|
|
Redemption of (investments in) U.S. Treasury bills
|
|
|
100,000 |
|
|
|
(100,000 |
) |
|
|
|
|
|
|
Redemption of (investments in) money market securities
|
|
|
(77,106 |
) |
|
|
(121,967 |
) |
|
|
|
|
|
|
Stock option expense
|
|
|
15,835 |
|
|
|
|
|
|
|
|
|
|
|
Changes in other assets and liabilities
|
|
|
36,418 |
|
|
|
33,023 |
|
|
|
18,716 |
|
|
|
Depreciation and amortization
|
|
|
1,800 |
|
|
|
1,820 |
|
|
|
1,433 |
|
|
|
Realized gains from the receipt of notes and other consideration
from sale of investments, net of collections
|
|
|
(209,049 |
) |
|
|
(4,293 |
) |
|
|
(47,497 |
) |
|
|
Realized losses
|
|
|
24,169 |
|
|
|
69,565 |
|
|
|
150,462 |
|
|
|
Net change in unrealized (appreciation) or depreciation
|
|
|
477,409 |
|
|
|
(462,092 |
) |
|
|
68,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(597,465 |
) |
|
|
115,987 |
|
|
|
(179,323 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
295,769 |
|
|
|
|
|
|
|
70,251 |
|
|
Sale of common stock upon the exercise of stock options
|
|
|
11,734 |
|
|
|
66,688 |
|
|
|
32,274 |
|
|
Collections of notes receivable from sale of common stock
|
|
|
1,018 |
|
|
|
1,602 |
|
|
|
13,162 |
|
|
Borrowings under notes payable
|
|
|
700,000 |
|
|
|
350,000 |
|
|
|
340,212 |
|
|
Repayments on notes payable and debentures
|
|
|
(203,500 |
) |
|
|
(219,700 |
) |
|
|
(231,000 |
) |
|
Net borrowings under (repayments on) revolving line of credit
|
|
|
116,000 |
|
|
|
(20,250 |
) |
|
|
112,000 |
|
|
Redemption of preferred stock
|
|
|
|
|
|
|
|
|
|
|
(7,000 |
) |
|
Purchase of common stock held in deferred compensation trust
|
|
|
(9,855 |
) |
|
|
(7,968 |
) |
|
|
(13,687 |
) |
|
Other financing activities
|
|
|
(6,795 |
) |
|
|
(8,333 |
) |
|
|
(3,004 |
) |
|
Common stock dividends and distributions paid
|
|
|
(336,572 |
) |
|
|
(303,813 |
) |
|
|
(290,830 |
) |
|
Preferred stock dividends paid
|
|
|
(10 |
) |
|
|
(10 |
) |
|
|
(62 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
567,789 |
|
|
|
(141,784 |
) |
|
|
22,316 |
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash
|
|
|
(29,676 |
) |
|
|
(25,797 |
) |
|
|
(157,007 |
) |
Cash at beginning of year
|
|
|
31,363 |
|
|
|
57,160 |
|
|
|
214,167 |
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year
|
|
$ |
1,687 |
|
|
$ |
31,363 |
|
|
$ |
57,160 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-6
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.
F-7
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.
F-8
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.
F-9
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.
F-10
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Bantek West, Inc.
|
|
Subordinated Debt (11.6%, Due
1/11)(6) |
|
$ |
30,000 |
|
|
$ |
30,000 |
|
|
$ |
21,463 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benchmark Medical, Inc.
|
|
Warrants |
|
|
|
|
|
|
18 |
|
|
|
|
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BenefitMall, Inc.
|
|
Unitranche Debt (13.3%, Due 8/12) |
|
|
110,030 |
|
|
|
109,648 |
|
|
|
109,648 |
|
|
(Business Services)
|
|
Common Stock (45,528,000
shares)(11) |
|
|
|
|
|
|
45,528 |
|
|
|
43,578 |
|
|
|
|
Warrants(11) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit ($9,981) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Breeze-Eastern
Corporation(3)
|
|
Senior Loan (10.1%, Due 5/11) |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
10,000 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcast Electronics, Inc.
|
|
Senior Loan (9.1%, Due 7/12) |
|
|
4,963 |
|
|
|
4,930 |
|
|
|
4,930 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C&K Market, Inc.
|
|
Subordinated Debt (14.0%, Due 12/08) |
|
|
27,819 |
|
|
|
27,738 |
|
|
|
27,738 |
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDO Fund I, Ltd.
(4)(9)
|
|
Class C Notes (12.9%, Due 12/13) |
|
|
18,800 |
|
|
|
18,951 |
|
|
|
18,951 |
|
|
(Senior Debt Fund)
|
|
Class D Notes (17.0%, Due 12/13) |
|
|
9,400 |
|
|
|
9,476 |
|
|
|
9,476 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund III,
Ltd.(4)(9)
(Senior Debt Fund) |
|
Preferred Shares (23,600,000 shares, 12.7%)
(12) |
|
|
|
|
|
|
23,285 |
|
|
|
23,010 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund IV, Ltd.
(4)(9)
|
|
Income Notes
(13.8%)(12) |
|
|
|
|
|
|
12,986 |
|
|
|
12,986 |
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund V,
Ltd.(4)(9)
|
|
Income Notes
(15.8%)(12) |
|
|
|
|
|
|
13,769 |
|
|
|
13,769 |
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I
LLC(9)
|
|
Class E Notes (10.9%, Due 12/17) |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
17,155 |
|
|
(Senior Debt Fund)
|
|
Income Notes
(15.9%)(12) |
|
|
|
|
|
|
50,960 |
|
|
|
47,421 |
|
|
Camden Partners Strategic Fund II,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,141 |
|
|
|
2,873 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Wide Plank Floors, Inc.
|
|
Unitranche Debt (10.5%, Due 6/11) |
|
|
14,000 |
|
|
|
13,900 |
|
|
|
13,900 |
|
|
(Consumer Products)
|
|
Preferred Stock (400,000 Shares) |
|
|
|
|
|
|
400 |
|
|
|
400 |
|
|
Catterton Partners V,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,306 |
|
|
|
3,412 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catterton Partners VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
531 |
|
|
|
531 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centre Capital Investors IV,
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,991 |
|
|
|
1,889 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
(2)
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
(3)
|
|
Public company. |
(4)
|
|
Non-U.S. company or principal place of business outside the
U.S. |
(5)
|
|
Non-registered investment company. |
(6)
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
(9)
|
|
The fund is managed by Callidus Capital, a portfolio company of
Allied Capital. |
(11)
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
(12)
|
|
Represents the effective yield earned on these preferred equity
investments. The yield is included in interest income from
companies less than 5% owned in the consolidated statement of
operations. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-11
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.
F-12
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.
F-13
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.
F-14
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.
F-15
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Walker Investment Fund II,
LLLP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
$ |
1,329 |
|
|
$ |
458 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wear Me Apparel Corporation
|
|
Subordinated Debt (15.0%, Due 12/10) |
|
$ |
40,000 |
|
|
|
39,407 |
|
|
|
39,407 |
|
|
(Consumer Products)
|
|
Warrants |
|
|
|
|
|
|
1,219 |
|
|
|
5,120 |
|
|
Wilton Industries, Inc.
|
|
Subordinated Debt (16.0%, Due 6/08) |
|
|
2,400 |
|
|
|
2,400 |
|
|
|
2,400 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodstream Corporation
|
|
Subordinated Debt (13.5%, Due 11/12 5/13) |
|
|
53,114 |
|
|
|
52,989 |
|
|
|
52,989 |
|
|
(Consumer Products)
|
|
Common Stock (180 shares) |
|
|
|
|
|
|
673 |
|
|
|
3,885 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
2,815 |
|
|
York Insurance Services Group, Inc.
|
|
Subordinated Debt (14.5%, Due 1/14) |
|
|
44,249 |
|
|
|
44,045 |
|
|
|
44,045 |
|
|
(Business Services)
|
|
Common Stock (15,000 shares) |
|
|
|
|
|
|
1,500 |
|
|
|
1,500 |
|
|
Other companies
|
|
Other debt
investments(6) |
|
|
223 |
|
|
|
223 |
|
|
|
218 |
|
|
|
Other equity investments |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
Total
companies less than 5% owned |
|
|
|
|
|
$ |
2,479,981 |
|
|
$ |
2,437,908 |
|
|
Total
private finance (145 portfolio companies) |
|
|
|
|
|
$ |
4,497,363 |
|
|
$ |
4,377,901 |
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-16
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.
F-17
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Companies More Than 25% Owned |
|
|
|
|
|
|
|
|
|
|
|
|
|
Acme Paging,
L.P.(4)
|
|
Senior Loan (6.0%, Due
12/07)(6) |
|
$ |
3,750 |
|
|
$ |
3,750 |
|
|
$ |
|
|
|
(Telecommunications)
|
|
Subordinated Debt (10.0%, Due
1/08)(6) |
|
|
881 |
|
|
|
881 |
|
|
|
|
|
|
|
|
Common Stock (23,513 shares) |
|
|
|
|
|
|
27 |
|
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
Subordinated Debt (10.5%, Due 9/09) |
|
|
60,000 |
|
|
|
59,787 |
|
|
|
59,787 |
|
|
(Business Services)
|
|
Subordinated Debt (18.5%, Due 12/09) |
|
|
124,000 |
|
|
|
124,000 |
|
|
|
124,000 |
|
|
|
Common Stock (18,924,976 shares) |
|
|
|
|
|
|
73,932 |
|
|
|
476,578 |
|
|
Alaris Consulting, LLC
|
|
Senior Loan (15.8%, Due 12/05
12/07)(6) |
|
|
27,055 |
|
|
|
27,050 |
|
|
|
|
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
5,305 |
|
|
|
|
|
|
|
Guaranty ($1,100) |
|
|
|
|
|
|
|
|
|
|
|
|
|
American Healthcare Services, Inc.
|
|
Senior Loan (0.7%, Due 12/04
12/05)(6) |
|
|
4,999 |
|
|
|
4,600 |
|
|
|
4,097 |
|
|
and Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne,
Inc.(7)
|
|
Preferred Stock (12,500 shares) |
|
|
|
|
|
|
658 |
|
|
|
892 |
|
|
(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) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Loan Express, LLC
|
|
Subordinated Debt (6.9%, Due 4/06) |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
10,000 |
|
|
(Financial Services)
|
|
Class A Equity Interests |
|
|
60,693 |
|
|
|
60,693 |
|
|
|
60,693 |
|
|
|
|
Class B Equity Interests |
|
|
|
|
|
|
119,436 |
|
|
|
146,910 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
109,301 |
|
|
|
139,521 |
|
|
|
Guaranty ($135,437 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit
($34,050 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Capital Corporation
|
|
Senior Loan (12.0%, Due 12/06) |
|
|
600 |
|
|
|
600 |
|
|
|
600 |
|
|
(Financial Services)
|
|
Subordinated Debt (18.0%, Due 10/08) |
|
|
4,832 |
|
|
|
4,832 |
|
|
|
4,832 |
|
|
|
Common Stock (10 shares) |
|
|
|
|
|
|
2,049 |
|
|
|
7,968 |
|
|
Diversified Group Administrators, Inc.
|
|
Preferred Stock (1,000,000 shares) |
|
|
|
|
|
|
700 |
|
|
|
728 |
|
|
(Business Services)
|
|
Preferred Stock (1,451,380 shares) |
|
|
|
|
|
|
841 |
|
|
|
841 |
|
|
|
|
Common Stock (1,451,380 shares) |
|
|
|
|
|
|
|
|
|
|
502 |
|
|
Financial Pacific Company
|
|
Subordinated Debt (17.4%, Due 2/12 8/12) |
|
|
70,175 |
|
|
|
69,904 |
|
|
|
69,904 |
|
|
(Financial Services)
|
|
Preferred Stock (10,964 shares) |
|
|
|
|
|
|
10,276 |
|
|
|
13,116 |
|
|
|
|
Common Stock (14,735 shares) |
|
|
|
|
|
|
14,819 |
|
|
|
44,180 |
|
|
ForeSite Towers, LLC
|
|
Equity Interests |
|
|
|
|
|
|
7,620 |
|
|
|
9,750 |
|
|
(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.
F-18
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(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 |
|
|
$ |
15,957 |
|
|
(Business Services)
|
|
Subordinated Debt (17.0%, Due
12/03 9/05)(6) |
|
|
11,201 |
|
|
|
11,198 |
|
|
|
11,198 |
|
|
|
Preferred Equity Interest |
|
|
|
|
|
|
14,067 |
|
|
|
4,303 |
|
|
|
Options |
|
|
|
|
|
|
1,639 |
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior Loan (10.0%, Due 6/06 12/08)
(6) |
|
|
11,392 |
|
|
|
11,421 |
|
|
|
4,161 |
|
|
(Business Services)
|
|
Common Stock (1,000 shares) |
|
|
|
|
|
|
6,542 |
|
|
|
|
|
|
Healthy Pet Corp.
|
|
Senior Loan (10.1%, Due 8/10) |
|
|
4,086 |
|
|
|
4,086 |
|
|
|
4,086 |
|
|
(Consumer Services)
|
|
Subordinated Debt (15.0%, Due 8/10) |
|
|
38,716 |
|
|
|
38,535 |
|
|
|
38,535 |
|
|
|
|
Common Stock (25,766 shares) |
|
|
|
|
|
|
25,766 |
|
|
|
25,766 |
|
|
HMT, Inc.
|
|
Preferred Stock (554,052 shares) |
|
|
|
|
|
|
2,637 |
|
|
|
2,637 |
|
|
(Energy Services)
|
|
Common Stock (300,000 shares) |
|
|
|
|
|
|
3,000 |
|
|
|
5,343 |
|
|
|
Warrants |
|
|
|
|
|
|
1,155 |
|
|
|
2,057 |
|
|
Impact Innovations Group, LLC
(Business Services)
|
|
Equity Interests in Affiliate |
|
|
|
|
|
|
|
|
|
|
742 |
|
|
Insight Pharmaceuticals Corporation
|
|
Subordinated Debt (16.1%, Due 9/12) |
|
|
58,534 |
|
|
|
58,298 |
|
|
|
58,298 |
|
|
(Consumer Products)
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
25,000 |
|
|
|
26,791 |
|
|
|
Common Stock (6,200 shares) |
|
|
|
|
|
|
6,325 |
|
|
|
236 |
|
|
Jakel, Inc.
|
|
Subordinated Debt (15.5%, Due
3/08)(6) |
|
|
13,742 |
|
|
|
13,742 |
|
|
|
|
|
|
(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 |
|
|
|
5,029 |
|
|
(Financial Services)
|
|
Subordinated Debt (18.0%, Due
5/09)(6) |
|
|
2,952 |
|
|
|
2,952 |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
4,229 |
|
|
|
|
|
|
Litterer
Beteiligungs-GmbH(4)
|
|
Subordinated Debt (8.0%, Due 3/07) |
|
|
621 |
|
|
|
621 |
|
|
|
621 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
1,810 |
|
|
|
2,226 |
|
|
Mercury Air Centers, Inc.
|
|
Senior Loan (10.0%, Due 4/09) |
|
|
31,720 |
|
|
|
31,720 |
|
|
|
31,720 |
|
|
(Business Services)
|
|
Subordinated Debt (16.0%, Due 4/09) |
|
|
46,703 |
|
|
|
46,519 |
|
|
|
46,519 |
|
|
|
|
Common Stock (57,970 shares) |
|
|
|
|
|
|
35,053 |
|
|
|
88,898 |
|
|
|
|
Standby Letters of Credit ($1,397) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MVL Group, Inc.
|
|
Senior Loan (12.1%, Due 7/09) |
|
|
27,519 |
|
|
|
27,218 |
|
|
|
27,218 |
|
|
(Business Services)
|
|
Subordinated Debt (14.4%, Due 7/09) |
|
|
32,905 |
|
|
|
32,417 |
|
|
|
32,417 |
|
|
|
Common Stock (648,661 shares) |
|
|
|
|
|
|
643 |
|
|
|
3,211 |
|
|
Pennsylvania Avenue Investors, L.P.
(5)
|
|
Equity Interests |
|
|
|
|
|
|
2,576 |
|
|
|
1,864 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Powell Plant Farms, Inc.
|
|
Senior Loan (15.0%, Due 12/05 - 12/06) |
|
|
32,640 |
|
|
|
23,792 |
|
|
|
23,792 |
|
|
(Consumer Products)
|
|
Subordinated Debt (20.0%, Due
6/03)(6) |
|
|
19,291 |
|
|
|
19,224 |
|
|
|
7,364 |
|
|
|
Preferred Stock (1,483 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
F-19
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Redox Brands, Inc.
|
|
Preferred Stock (2,726,444 shares) |
|
|
|
|
|
$ |
7,903 |
|
|
$ |
12,097 |
|
|
(Consumer Products)
|
|
Warrants |
|
|
|
|
|
|
584 |
|
|
|
500 |
|
|
Service Champ, Inc.
|
|
Subordinated Debt (15.5%, Due 4/12) |
|
$ |
27,041 |
|
|
|
26,906 |
|
|
|
26,906 |
|
|
(Business Services)
|
|
Common Stock (63,888 shares) |
|
|
|
|
|
|
13,662 |
|
|
|
13,319 |
|
|
Staffing Partners Holding
|
|
Subordinated Debt (13.5%,
Due 1/07)(6) |
|
|
6,343 |
|
|
|
6,343 |
|
|
|
6,343 |
|
|
Company, Inc. |
|
Preferred Stock (439,600 shares) |
|
|
|
|
|
|
4,968 |
|
|
|
1,812 |
|
|
(Business Services)
|
|
Common Stock (69,773 shares) |
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
10 |
|
|
|
|
|
|
Startec Global Communications
|
|
Senior Loan (10.0%, Due 5/07 5/09) |
|
|
25,226 |
|
|
|
25,226 |
|
|
|
21,685 |
|
|
Corporation
|
|
Common Stock (19,180,000 shares) |
|
|
|
|
|
|
37,255 |
|
|
|
|
|
|
(Telecommunications)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STS Operating, Inc.
|
|
Subordinated Debt (15.3%, Due 3/12) |
|
|
6,593 |
|
|
|
6,593 |
|
|
|
6,593 |
|
|
(Industrial Products)
|
|
Common Stock (3,000,000 shares) |
|
|
|
|
|
|
3,522 |
|
|
|
64,963 |
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
560 |
|
|
Triview Investments,
Inc.(8)
|
|
Senior Loan (8.6%, Due 12/06) |
|
|
7,449 |
|
|
|
7,449 |
|
|
|
7,449 |
|
|
(Broadcasting & Cable/ |
|
Subordinated Debt (15.0%, Due 7/12) |
|
|
31,000 |
|
|
|
30,845 |
|
|
|
30,845 |
|
|
Consumer Products) |
|
Subordinated Debt (16.8%, Due 7/08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7/12)(6) |
|
|
19,600 |
|
|
|
19,520 |
|
|
|
19,520 |
|
|
|
|
Common Stock (202 shares) |
|
|
|
|
|
|
93,889 |
|
|
|
29,171 |
|
|
|
Guaranty ($800) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letter of Credit ($200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
companies more than 25% owned |
|
|
|
|
|
$ |
1,489,782 |
|
|
$ |
1,887,651 |
|
|
Companies 5% to 25% Owned |
|
|
|
|
|
Air Evac Lifeteam
|
|
Subordinated Debt (13.8%, Due 7/10) |
|
$ |
42,414 |
|
|
$ |
42,267 |
|
|
$ |
42,267 |
|
|
(Healthcare Services) |
|
Equity Interests |
|
|
|
|
|
|
3,941 |
|
|
|
4,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aspen Pet Products, Inc.
|
|
Subordinated Debt (19.0%, Due 6/08) |
|
|
20,051 |
|
|
|
19,959 |
|
|
|
19,959 |
|
|
(Consumer Products)
|
|
Preferred Stock (2,935 shares) |
|
|
|
|
|
|
2,154 |
|
|
|
1,638 |
|
|
|
Common Stock (1,400 shares) |
|
|
|
|
|
|
140 |
|
|
|
17 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt (14.5%, Due 8/12) |
|
|
23,639 |
|
|
|
23,543 |
|
|
|
23,543 |
|
|
(Industrial Products)
|
|
Common Stock (5,073 shares) |
|
|
|
|
|
|
5,813 |
|
|
|
2,200 |
|
|
The Debt Exchange Inc.
|
|
Preferred Stock (921,875 shares) |
|
|
|
|
|
|
1,250 |
|
|
|
3,219 |
|
|
(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. |
(8)
|
|
Triview Investments, Inc. (formerly GAC Investments, Inc.) holds
investments in Longview Cable & Data, LLC (Broadcasting
& Cable) with a cost of $66.5 million and value of
$16.0 million and Triax Holdings, LLC (Consumer Products)
with a cost of $85.2 million and a value of
$71.0 million. The guaranty and standby letter of credit
relate to Longview Cable & Data, LLC. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-20
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
MedBridge Healthcare, LLC
|
|
Senior Loan (4.0%, Due 8/09) |
|
$ |
7,093 |
|
|
$ |
7,093 |
|
|
$ |
7,093 |
|
|
(Healthcare Services)
|
|
Subordinated Debt (10.0%, Due
8/14)(6) |
|
|
4,809 |
|
|
|
4,809 |
|
|
|
534 |
|
|
|
Convertible Subordinated Debt (2.0%,
Due
8/14)(6) |
|
|
2,970 |
|
|
|
984 |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
800 |
|
|
|
|
|
|
Nexcel Synthetics, LLC
|
|
Subordinated Debt (14.5%, Due 6/09) |
|
|
10,617 |
|
|
|
10,588 |
|
|
|
10,588 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,708 |
|
|
|
1,367 |
|
|
Pres Air Trol LLC
|
|
Unitranche Debt (12.0%, Due 4/10) |
|
|
6,138 |
|
|
|
5,820 |
|
|
|
5,820 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,356 |
|
|
|
318 |
|
|
Progressive International
|
|
Subordinated Debt (16.0%, Due 12/09) |
|
|
7,401 |
|
|
|
7,376 |
|
|
|
7,376 |
|
|
Corporation
|
|
Preferred Stock (500 shares) |
|
|
|
|
|
|
500 |
|
|
|
884 |
|
|
(Consumer Products)
|
|
Common Stock (197 shares) |
|
|
|
|
|
|
13 |
|
|
|
13 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt (11.8%, Due 11/10) |
|
|
14,500 |
|
|
|
13,447 |
|
|
|
13,447 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,153 |
|
|
|
2,308 |
|
|
Universal Environmental Services, LLC
|
|
Unitranche Debt (15.5%, Due 2/09) |
|
|
10,900 |
|
|
|
10,862 |
|
|
|
10,862 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
1,797 |
|
|
|
1,328 |
|
|
Total
companies 5% to 25% owned |
|
|
|
|
|
$ |
168,373 |
|
|
$ |
158,806 |
|
|
Companies Less Than 5% Owned |
|
|
|
|
|
Advanced Circuits, Inc.
|
|
Senior Loans (10.1%, Due 9/11 3/12) |
|
$ |
18,732 |
|
|
$ |
18,642 |
|
|
$ |
18,642 |
|
|
(Industrial Products)
|
|
Common Stock (40,000 shares) |
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
Anthony, Inc.
(Industrial Products)
|
|
Subordinated Debt (12.9%, Due 9/11 9/12) |
|
|
14,670 |
|
|
|
14,610 |
|
|
|
14,610 |
|
|
Benchmark Medical, Inc.
|
|
Warrants |
|
|
|
|
|
|
18 |
|
|
|
190 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BI Incorporated
|
|
Subordinated Debt (14.0%, Due 2/12) |
|
|
16,203 |
|
|
|
16,133 |
|
|
|
16,133 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc.
|
|
Subordinated Debt (13.0%, Due
12/10)(6) |
|
|
13,428 |
|
|
|
12,721 |
|
|
|
|
|
|
(Consumer Products)
|
|
Preferred Stock (140,214 shares) |
|
|
|
|
|
|
2,893 |
|
|
|
|
|
|
|
Common Stock (1,810 shares) |
|
|
|
|
|
|
45 |
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
910 |
|
|
|
|
|
|
|
|
|
(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.
F-21
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
C&K Market, Inc.
|
|
Subordinated Debt (13.0%, Due 12/08) |
|
$ |
14,694 |
|
|
$ |
14,638 |
|
|
$ |
14,638 |
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
Class C Notes (12.9%, Due 12/13) |
|
|
18,800 |
|
|
|
18,973 |
|
|
|
18,973 |
|
|
CDO Fund I,
Ltd.(4)(9)
|
|
Class D Notes (17.0%, Due 12/13) |
|
|
9,400 |
|
|
|
9,487 |
|
|
|
9,487 |
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
Preferred Shares (23,600,000 shares) |
|
|
|
|
|
|
24,233 |
|
|
|
24,233 |
|
|
CLO Fund III, Ltd.
(4)(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Senior Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I
LLC(9)
|
|
Class E Notes (9.7%, Due 12/17) |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
17,000 |
|
|
(Senior Debt Fund)
|
|
Income Notes |
|
|
|
|
|
|
48,108 |
|
|
|
48,108 |
|
|
Camden Partners Strategic Fund II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,142 |
|
|
|
2,726 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catterton Partners V,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,650 |
|
|
|
2,691 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CBS Personnel Holdings, Inc.
(Business Services)
|
|
Subordinated Debt (14.5%, Due 12/09) |
|
|
20,617 |
|
|
|
20,541 |
|
|
|
20,541 |
|
|
Community Education Centers, Inc.
|
|
Subordinated Debt (16.0%, Due 12/10) |
|
|
32,852 |
|
|
|
32,738 |
|
|
|
32,738 |
|
|
(Education Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component Hardware Group, Inc.
|
|
Preferred Stock (18,000 shares) |
|
|
|
|
|
|
2,605 |
|
|
|
2,783 |
|
|
(Industrial Products)
|
|
Common Stock (2,000 shares) |
|
|
|
|
|
|
200 |
|
|
|
700 |
|
|
Cooper Natural Resources, Inc.
|
|
Subordinated Debt (0%, Due 11/07) |
|
|
840 |
|
|
|
840 |
|
|
|
840 |
|
|
(Industrial Products)
|
|
Preferred Stock (6,316 shares) |
|
|
|
|
|
|
1,424 |
|
|
|
20 |
|
|
|
Warrants |
|
|
|
|
|
|
830 |
|
|
|
|
|
|
Coverall North America, Inc.
|
|
Subordinated Debt (14.6%, Due 2/11) |
|
|
27,309 |
|
|
|
27,261 |
|
|
|
27,261 |
|
|
(Business Services)
|
|
Preferred Stock (6,500 shares) |
|
|
|
|
|
|
6,500 |
|
|
|
6,866 |
|
|
|
Warrants |
|
|
|
|
|
|
2,950 |
|
|
|
3,100 |
|
|
|
|
|
(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. |
(9)
|
|
The fund is managed by Callidus Capital, a portfolio company of
Allied Capital. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-22
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Drilltec Patents & Technologies Company, Inc.
|
|
Subordinated Debt (17.0%, Due
8/06)(6) |
|
$ |
1,500 |
|
|
$ |
1,500 |
|
|
$ |
1,500 |
|
|
(Energy Services)
|
|
Subordinated Debt (10.0%, Due
8/06)(6) |
|
|
10,994 |
|
|
|
10,918 |
|
|
|
9,792 |
|
|
eCentury Capital Partners,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
5,649 |
|
|
|
83 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elexis Beta
GmbH(4)
|
|
Options |
|
|
|
|
|
|
426 |
|
|
|
50 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Event Rentals, Inc.
|
|
Senior Loans (9.9%, Due 11/11) |
|
|
18,341 |
|
|
|
18,244 |
|
|
|
18,244 |
|
|
(Consumer Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frozen Specialties, Inc.
|
|
Warrants |
|
|
|
|
|
|
435 |
|
|
|
470 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Garden Ridge Corporation
|
|
Subordinated Debt (7.0%, Due
5/12)(6) |
|
|
22,500 |
|
|
|
22,500 |
|
|
|
22,500 |
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geotrace Technologies, Inc.
|
|
Subordinated Debt (10.0%, Due 6/09) |
|
|
25,618 |
|
|
|
23,875 |
|
|
|
23,875 |
|
(Energy Services)
|
|
Warrants |
|
|
|
|
|
|
2,350 |
|
|
|
2,500 |
|
|
Ginsey Industries, Inc.
|
|
Subordinated Debt (12.5%, Due 3/07) |
|
|
3,680 |
|
|
|
3,680 |
|
|
|
3,680 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Broadcasting Systems II
|
|
Subordinated Debt (5.0%, Due 6/09) |
|
|
2,756 |
|
|
|
2,756 |
|
|
|
2,756 |
|
|
(Broadcasting & Cable)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grotech Partners, VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,914 |
|
|
|
4,161 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Havco Wood Products LLC
|
|
Unitranche Debt (10.4%, Due 8/11) |
|
|
33,000 |
|
|
|
31,794 |
|
|
|
31,794 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,048 |
|
|
|
1,048 |
|
|
Haven Eldercare of New England, LLC
(10)
|
|
Subordinated Debt (12.0%, Due
8/09)(6) |
|
|
4,320 |
|
|
|
4,320 |
|
|
|
4,320 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Haven Healthcare Management,
LLC(10)
|
|
Subordinated Debt (18.0% Due
4/07)(6) |
|
|
1,319 |
|
|
|
1,319 |
|
|
|
485 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HealthASPex Services Inc.
|
|
Senior Loans (4.0%, Due 7/08) |
|
|
500 |
|
|
|
500 |
|
|
|
500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hillman Companies,
Inc.(3)
|
|
Subordinated Debt (13.5%, Due 9/11) |
|
|
44,000 |
|
|
|
43,815 |
|
|
|
43,815 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Homax Holdings, Inc.
|
|
Subordinated Debt (12.0%, Due 8/11) |
|
|
14,000 |
|
|
|
13,039 |
|
|
|
13,039 |
|
|
(Consumer Products)
|
|
Preferred Stock (89 shares) |
|
|
|
|
|
|
89 |
|
|
|
92 |
|
|
|
|
Common Stock (28 shares) |
|
|
|
|
|
|
6 |
|
|
|
6 |
|
|
|
|
Warrants |
|
|
|
|
|
|
1,106 |
|
|
|
1,492 |
|
|
Icon International, Inc.
|
|
Common Stock (25,707 shares) |
|
|
|
|
|
|
76 |
|
|
|
16 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Fiber Corporation
|
|
Subordinated Debt (14.0%, Due 6/12) |
|
|
21,546 |
|
|
|
21,460 |
|
|
|
21,460 |
|
|
(Industrial Products)
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
2,500 |
|
|
|
1,900 |
|
|
Line-X, Inc.
|
|
Senior Loan (8.1%, Due 8/11) |
|
|
4,134 |
|
|
|
4,111 |
|
|
|
4,111 |
|
|
(Consumer Products)
|
|
Unitranche Debt (10.0% Due 8/11) |
|
|
51,475 |
|
|
|
51,229 |
|
|
|
51,229 |
|
|
|
|
Standby Letter of Credit ($1,500) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-23
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
MedAssets, Inc.
|
|
Preferred Stock (227,865 shares) |
|
|
|
|
|
$ |
2,049 |
|
|
$ |
2,893 |
|
|
(Business Services)
|
|
Warrants |
|
|
|
|
|
|
136 |
|
|
|
180 |
|
|
Meineke Car Care Centers, Inc.
|
|
Senior Loan (8.0%, Due 6/11) |
|
$ |
28,000 |
|
|
|
27,865 |
|
|
|
27,865 |
|
|
(Consumer Services)
|
|
Subordinated Debt (11.9%, Due 6/12 6/13) |
|
|
72,000 |
|
|
|
71,675 |
|
|
|
71,675 |
|
|
|
|
Common Stock (10,696,308
shares)(11) |
|
|
|
|
|
|
26,985 |
|
|
|
26,629 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
MHF Logistical Solutions, Inc.
|
|
Unitranche Debt (10.0%, Due 5/11) |
|
|
22,281 |
|
|
|
22,177 |
|
|
|
22,177 |
|
|
(Business Services)
|
|
Preferred Stock (431 shares) |
|
|
|
|
|
|
431 |
|
|
|
455 |
|
|
|
|
Common Stock (1,438 shares) |
|
|
|
|
|
|
144 |
|
|
|
211 |
|
|
Mid-Atlantic Venture Fund IV, L.P.
(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,600 |
|
|
|
3,339 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mogas Energy, LLC
|
|
Subordinated Debt (9.5%, Due 3/12 4/12) |
|
|
16,855 |
|
|
|
15,472 |
|
|
|
15,472 |
|
|
(Energy Services)
|
|
Warrants |
|
|
|
|
|
|
1,774 |
|
|
|
3,550 |
|
|
Network Hardware Resale, Inc.
|
|
Unitranche Debt (10.5%, Due 12/11) |
|
|
38,500 |
|
|
|
38,743 |
|
|
|
38,743 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt (9.8%, Due 12/15) |
|
|
12,000 |
|
|
|
12,076 |
|
|
|
12,076 |
|
|
N.E.W. Customer Service Companies, Inc.
|
|
Subordinated Debt (11.0%, Due 7/12) |
|
|
40,000 |
|
|
|
40,016 |
|
|
|
40,016 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nobel Learning Communities,
|
|
Preferred Stock (1,214,356 shares) |
|
|
|
|
|
|
2,764 |
|
|
|
2,343 |
|
|
Inc.(3)
|
|
Warrants |
|
|
|
|
|
|
575 |
|
|
|
1,296 |
|
|
(Education)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norwesco, Inc.
|
|
Subordinated Debt (12.6%, Due 1/12 7/12) |
|
|
82,061 |
|
|
|
81,683 |
|
|
|
81,683 |
|
|
(Industrial Products)
|
|
Common Stock (559,603
shares)(11) |
|
|
|
|
|
|
38,313 |
|
|
|
38,313 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Novak Biddle Venture Partners III,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,669 |
|
|
|
1,809 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oahu Waste Services, Inc.
|
|
Stock Appreciation Rights |
|
|
|
|
|
|
239 |
|
|
|
1,000 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opinion Research
Corporation(3)
|
|
Warrants |
|
|
|
|
|
|
996 |
|
|
|
45 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oriental Trading Company, Inc.
|
|
Common Stock (13,820 shares) |
|
|
|
|
|
|
|
|
|
|
5,200 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Palm Coast Data, LLC
|
|
Senior Loan (7.6%, Due 8/10) |
|
|
16,100 |
|
|
|
16,024 |
|
|
|
16,024 |
|
|
(Business Services)
|
|
Subordinated Debt (15.5%, Due 8/12 8/15) |
|
|
29,600 |
|
|
|
29,461 |
|
|
|
29,461 |
|
|
|
|
Common Stock (21,743
shares)(11) |
|
|
|
|
|
|
21,743 |
|
|
|
21,743 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Performant Financial Corporation
|
|
Common Stock (478,816 shares) |
|
|
|
|
|
|
734 |
|
|
|
2,500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Mach, Inc.
|
|
Subordinated Debt (13.8%, Due 6/12) |
|
|
19,275 |
|
|
|
19,193 |
|
|
|
19,193 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,200 |
|
|
|
|
|
|
|
|
(1) |
|
|
Interest rates represent the weighted average annual stated
interest rate on loans and debt securities, which are presented
by nature of indebtedness for a single issuer. The maturity
dates represent the earliest and the latest maturity dates. |
|
(2) |
|
|
Common stock, preferred stock, warrants, options, and equity
interests are generally non-income producing and restricted. |
|
(3) |
|
|
Public company. |
|
(4) |
|
|
Non-U.S. company or principal place of business outside the
U.S. |
|
(5) |
|
|
Non-registered investment company. |
|
(6) |
|
|
Loan or debt security is on non-accrual status and therefore is
considered non-income producing. |
|
(11) |
|
|
Common stock is non-voting. In addition to non-voting stock
ownership, the Company has an option to acquire a majority of
the voting securities of the portfolio company at fair market
value. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-24
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Promo Works, LLC
|
|
Senior Loan (8.5%, Due 12/11) |
|
$ |
900 |
|
|
$ |
851 |
|
|
$ |
851 |
|
|
(Business Services)
|
|
Unitranche Debt (10.3%, Due 12/11) |
|
|
31,000 |
|
|
|
30,728 |
|
|
|
30,728 |
|
|
|
|
Guaranty ($1,650) |
|
|
|
|
|
|
|
|
|
|
|
|
|
RadioVisa Corporation
|
|
Unitranche Debt (15.5%, Due 12/08) |
|
|
27,093 |
|
|
|
26,993 |
|
|
|
26,993 |
|
|
(Broadcasting & Cable)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Red Hawk Industries, LLC
|
|
Unitranche Debt (11.0%, Due 4/11) |
|
|
56,343 |
|
|
|
56,063 |
|
|
|
56,063 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.B. Restaurant Company
|
|
Subordinated Debt (14.6%, Due 11/08 12/09) |
|
|
29,085 |
|
|
|
28,615 |
|
|
|
28,615 |
|
|
(Retail)
|
|
Preferred Stock (54,125 shares) |
|
|
|
|
|
|
135 |
|
|
|
135 |
|
|
|
Warrants |
|
|
|
|
|
|
619 |
|
|
|
700 |
|
|
SBBUT, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
off-Cut Holdings, Inc.
|
|
Preferred Stock (300 shares) |
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
(Industrial Products)
|
|
Common Stock (2,000 shares) |
|
|
|
|
|
|
200 |
|
|
|
37 |
|
|
SPP Mezzanine Fund,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,007 |
|
|
|
2,969 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradesmen International, Inc.
|
|
Subordinated Debt (12.0%, Due 12/09) |
|
|
15,000 |
|
|
|
14,323 |
|
|
|
14,323 |
|
|
(Business Services)
|
|
Warrants |
|
|
|
|
|
|
710 |
|
|
|
1,700 |
|
|
TransAmerican Auto Parts, LLC
|
|
Subordinated Debt (14.0%, Due 11/12) |
|
|
10,000 |
|
|
|
9,951 |
|
|
|
9,951 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
889 |
|
|
|
889 |
|
|
United Site Services, Inc.
|
|
Subordinated Debt (12.4%, Due 8/11) |
|
|
49,712 |
|
|
|
49,503 |
|
|
|
49,503 |
|
|
(Business Services)
|
|
Common Stock (160,588 shares) |
|
|
|
|
|
|
1,000 |
|
|
|
1,200 |
|
|
Universal Air Filter Company
|
|
Senior Loans (7.9%, Due 11/11) |
|
|
400 |
|
|
|
390 |
|
|
|
390 |
|
|
(Industrial Products)
|
|
Unitranche Debt (11.0%, Due 11/11) |
|
|
19,867 |
|
|
|
19,768 |
|
|
|
19,768 |
|
|
Universal Tax Systems, Inc.
|
|
Subordinated Debt (14.5%, Due 7/11) |
|
|
19,068 |
|
|
|
18,995 |
|
|
|
18,995 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Updata Venture Partners II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
4,977 |
|
|
|
4,686 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse-Cibernet Investors, LLC
|
|
Equity Interest |
|
|
|
|
|
|
42 |
|
|
|
42 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse Group,
LLC(5)
|
|
Equity Interest |
|
|
|
|
|
|
598 |
|
|
|
397 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
VICORP Restaurants,
Inc.(3)
|
|
Warrants |
|
|
|
|
|
|
33 |
|
|
|
691 |
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walker Investment Fund II,
LLLP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,330 |
|
|
|
676 |
|
|
(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.
F-25
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
Private Finance |
|
|
|
| |
Portfolio Company |
|
|
|
|
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Wear Me Apparel Corporation
|
|
Subordinated Debt (15.0%, Due 12/10) |
|
$ |
40,000 |
|
|
$ |
38,992 |
|
|
$ |
38,992 |
|
|
(Consumer Products)
|
|
Warrants |
|
|
|
|
|
|
1,219 |
|
|
|
2,000 |
|
|
Wilshire Restaurant Group, Inc.
|
|
Subordinated Debt (20.0%, Due
6/07)(6) |
|
|
22,471 |
|
|
|
21,930 |
|
|
|
21,930 |
|
|
(Retail)
|
|
Warrants |
|
|
|
|
|
|
735 |
|
|
|
538 |
|
|
Wilton Industries, Inc.
|
|
Subordinated Debt (19.3%, Due 6/08) |
|
|
4,800 |
|
|
|
4,800 |
|
|
|
4,800 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodstream Corporation
|
|
Subordinated Debt (13.2%, Due 11/12 5/13) |
|
|
52,397 |
|
|
|
52,251 |
|
|
|
52,251 |
|
|
(Consumer Products)
|
|
Common Stock (180 shares) |
|
|
|
|
|
|
673 |
|
|
|
3,336 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
2,365 |
|
|
Other companies
|
|
Other debt investments |
|
|
382 |
|
|
|
382 |
|
|
|
382 |
|
|
|
Other debt
investments(6) |
|
|
470 |
|
|
|
470 |
|
|
|
348 |
|
|
|
Other equity investments |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
Guaranty ($135) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
companies less than 5% owned |
|
|
|
|
|
$ |
1,448,268 |
|
|
$ |
1,432,833 |
|
|
Total
private finance (118 portfolio companies) |
|
|
|
|
|
$ |
3,106,423 |
|
|
$ |
3,479,290 |
|
|
|
|
|
(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.
F-26
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
Commercial Real Estate Finance
(in thousands, except number of loans)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 | |
|
|
Interest | |
|
Number of | |
|
| |
|
|
Rate Ranges | |
|
Loans | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Commercial Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 6.99% |
|
|
|
5 |
|
|
$ |
23,121 |
|
|
$ |
21,844 |
|
|
|
|
7.00%8.99% |
|
|
|
24 |
|
|
|
48,156 |
|
|
|
48,156 |
|
|
|
|
9.00%10.99% |
|
|
|
5 |
|
|
|
25,999 |
|
|
|
25,967 |
|
|
|
|
11.00%12.99% |
|
|
|
1 |
|
|
|
338 |
|
|
|
338 |
|
|
|
|
13.00%14.99% |
|
|
|
1 |
|
|
|
2,294 |
|
|
|
2,294 |
|
|
|
15.00% and above |
|
|
2 |
|
|
|
3,970 |
|
|
|
3,970 |
|
|
|
Total commercial mortgage
loans(12)
|
|
|
|
|
|
|
38 |
|
|
$ |
103,878 |
|
|
$ |
102,569 |
|
|
Real Estate Owned
|
|
|
|
|
|
|
|
|
|
$ |
14,240 |
|
|
$ |
13,932 |
|
|
Equity
Interests(2)
Companies more than 25% owned
(Guarantees $7,054) |
|
|
|
|
|
$ |
13,577 |
|
|
$ |
10,564 |
|
|
|
Total commercial real estate finance
|
|
|
|
|
|
|
|
|
|
$ |
131,695 |
|
|
$ |
127,065 |
|
|
Total portfolio
|
|
|
|
|
|
|
|
|
|
$ |
3,238,118 |
|
|
$ |
3,606,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
Liquidity Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury bills (Due June 2006)
|
|
|
4.25% |
|
|
$ |
100,000 |
|
|
$ |
100,305 |
|
|
SEI Daily Income Tr Prime Obligation
Fund(13)
|
|
|
4.11% |
|
|
|
100,000 |
|
|
|
100,000 |
|
|
|
|
Total liquidity portfolio
|
|
|
|
|
|
$ |
200,000 |
|
|
$ |
200,305 |
|
|
Other Investments in Money Market
Securities(13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNC Bank Corporate Money Market Deposit Account
|
|
|
4.15% |
|
|
$ |
21,967 |
|
|
$ |
21,967 |
|
|
|
|
|
|
|
|
(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. |
|
(12) |
|
|
Commercial mortgage loans totaling $20.8 million at value
were on non-accrual status and therefore were considered
non-income producing. |
|
(13) |
|
|
Included in investments in money market securities on the
accompanying Consolidated Balance Sheet. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-27
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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.
In addition, ACC had a subsidiary, Allied Investments L.P.
(Allied Investments), which was licensed under the
Small Business Investment Act of 1958 as a Small Business
Investment Company (SBIC). As of September 30,
2006, Allied Investments surrendered its SBIC license and on
October 1, 2006, Allied Investments was merged into ACC.
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
the Company. All intercompany accounts and transactions have
been eliminated in consolidation. Certain reclassifications have
been made to the 2005 and 2004 balances to conform with the 2006
financial statement presentation.
The private finance portfolio and the interest and related
portfolio income and net realized gains (losses) on the private
finance portfolio are presented in three categories: companies
more than 25% owned, which represent portfolio companies where
the Company directly or indirectly owns more than 25% of the
outstanding voting securities of such portfolio company and,
therefore, are deemed controlled by the Company under the 1940
Act; companies owned 5% to 25%, which represent portfolio
companies where the Company directly or indirectly owns 5% to
25% of the outstanding voting securities of such portfolio
company or where the Company holds one or more seats on the
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
F-28
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
where the Company directly or indirectly owns less than 5% of
the outstanding voting securities of such portfolio company and
where the Company has no other affiliations with such portfolio
company. The interest and related portfolio income and net
realized gains (losses) from the commercial real estate finance
portfolio and other sources are included in the companies less
than 5% owned category on the consolidated statement of
operations.
In the ordinary course of business, the Company enters into
transactions with portfolio companies that may be considered
related party transactions.
|
|
|
Valuation Of Portfolio Investments |
The Company, as a BDC, has invested in illiquid securities
including debt and equity securities of companies and CDO and
CLO bonds and preferred shares/income notes. The Companys
investments may be subject to certain restrictions on resale and
generally have no established trading market. The Company values
substantially all of its investments at fair value as determined
in good faith by the Board of Directors in accordance with the
Companys valuation policy. The Company determines fair
value to be the amount for which an investment could be
exchanged in an orderly disposition over a reasonable period of
time between willing parties other than in a forced or
liquidation sale. The Companys valuation policy considers
the fact that no ready market exists for substantially all of
the securities in which it invests. The Companys valuation
policy is intended to provide a consistent basis for determining
the fair value of the portfolio. The Company will record
unrealized depreciation on investments when it believes that an
investment has become impaired, including where collection of a
loan or realization of an equity security is doubtful, or when
the enterprise value of the portfolio company does not currently
support the cost of the Companys debt or equity
investments. Enterprise value means the entire value of the
company to a potential buyer, including the sum of the values of
debt and equity securities used to capitalize the enterprise at
a point in time. The Company will record unrealized appreciation
if it believes that the underlying portfolio company has
appreciated in value and/or the Companys equity security
has also appreciated in value. The value of investments in
publicly traded securities is determined using quoted market
prices discounted for restrictions on resale, if any.
|
|
|
Loans and Debt Securities |
For loans and debt securities, fair value generally approximates
cost unless the borrowers enterprise value, overall
financial condition or other factors lead to a determination of
fair value at a different amount. The value of loan and debt
securities may be greater than the Companys cost basis if
the amount that would be repaid on the loan or debt security
upon the sale of the portfolio company is greater than the
Companys cost basis.
When the Company receives nominal cost warrants or free equity
securities (nominal cost equity), the Company
allocates its cost basis in its investment between its debt
securities and its nominal cost equity at the time of
origination. At that time, the original
F-29
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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. Prepayment
premiums are recorded on loans and debt securities when received.
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. The weighted
average yield is computed as of the balance sheet date.
The Companys equity securities in portfolio companies for
which there is no liquid public market are valued at fair value
based on the enterprise value of the portfolio company, which is
determined using various factors, including cash flow from
operations of the portfolio company, multiples at which private
companies are bought and sold, and other pertinent factors, such
as recent offers to purchase a portfolio company, recent
transactions involving the purchase or sale of the portfolio
companys equity securities, liquidation events, or other
events. The determined equity values are generally discounted
when the company has a minority ownership position, restrictions
on resale, specific concerns about the receptivity of the
capital markets to a specific company at a certain time, or
other factors.
The value of the Companys equity securities in public
companies for which market quotations are readily available is
based on the closing public market price on the balance sheet
date. Securities that carry certain restrictions on sale are
typically valued at a discount from the public market value of
the security.
Dividend income on preferred equity securities is recorded as
dividend income on an accrual basis to the extent that such
amounts are expected to be collected and to the
F-30
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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.
Commercial Mortgage-Backed
Securities (CMBS), Collateralized Debt Obligations
(CDO) and Collateralized Loan Obligations
(CLO)
CDO and CLO bonds and preferred shares/ income notes (CDO/
CLO Assets) are carried at fair value, which is based on a
discounted cash flow model that utilizes prepayment,
re-investment and loss assumptions based on historical
experience and projected performance, economic factors, the
characteristics of the underlying cash flow, and comparable
yields for similar bonds and preferred shares/income notes, when
available. The Company recognizes unrealized appreciation or
depreciation on its CDO/ CLO Assets as comparable yields in the
market change and/or based on changes in estimated cash flows
resulting from changes in prepayment, re-investment or loss
assumptions in the underlying collateral pool. The Company
determines the fair value of its CDO/CLO Assets on an individual
security-by-security basis.
The Company recognizes interest income on the preferred
shares/income notes using the effective interest method, based
on the anticipated yield and the estimated cash flows over the
projected life of the investment. Yields are revised when there
are changes in actual or estimated cash flows due to changes in
prepayments and/or re-investments, credit losses or asset
pricing. Changes in estimated yield are recognized as an
adjustment to the estimated yield over the remaining life of the
preferred share/income note from the date the estimated yield
was changed. CDO and CLO bonds have stated interest rates.
|
|
|
Net Realized Gains or Losses and Net Change in Unrealized
Appreciation or Depreciation |
Realized gains or losses are measured by the difference between
the net proceeds from the repayment or sale and the cost basis
of the investment without regard to unrealized appreciation or
depreciation previously recognized, and include investments
charged off during the year, 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
F-31
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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.
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. However, certain guarantees are excluded from the
initial recognition provisions of the Interpretation. See
Note 5.
Debt financing costs are based on actual costs incurred in
obtaining debt financing and are deferred and amortized as part
of interest expense over the term of the related debt instrument
using a method that approximates the effective interest method.
Costs associated with the issuance of common stock, such as
underwriting, accounting and legal fees, and printing costs are
recorded as a reduction to the proceeds from the sale of common
stock.
|
|
|
Dividends to Shareholders |
Dividends to shareholders are recorded on the record date.
The Company has a stock-based employee compensation plan. See
Note 9. Effective January 1, 2006, the Company adopted
the provisions of FASB Statement No. 123 (Revised 2004),
Share-Based Payment (the Statement). The
Statement was adopted using the modified prospective method of
application, which required the Company to recognize
compensation costs on a prospective basis beginning
January 1, 2006. Accordingly, the prior year financial
statements have not been restated. Under this method, the
unamortized cost of previously awarded options that were
unvested as of January 1, 2006, is recognized over the
remaining service period in the statement of operations
beginning in 2006, using the fair value amounts determined for
pro forma disclosure under Statement No. 123. With respect
to options granted on or after January 1, 2006,
compensation cost based on estimated grant date fair value is
recognized over the related
F-32
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
service period in the statement of operations. The effect of
this adoption for the year ended December 31, 2006, was as
follows:
|
|
|
|
|
|
|
|
|
2006 | |
($ in millions, except per share amounts) |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
13.2 |
|
|
Options granted on or after January 1, 2006
|
|
|
2.4 |
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
15.6 |
|
|
|
|
|
|
|
Per basic share
|
|
$ |
0.11 |
|
|
|
Per diluted share
|
|
$ |
0.11 |
|
In addition to the employee stock option expense, for the year
ended December 31, 2006, administrative expense included
$0.2 million of expense related to options granted to
directors during the year. Options granted to non-officer
directors vest on the grant date and therefore, the full expense
is recorded on the grant date.
Prior to January 1, 2006, the Company accounted for this
plan under the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Prior to
January 1, 2006, no stock-based compensation cost was
reflected in net increase in net assets resulting from
operations, as all options granted under this plan had an
exercise price equal to the market value of the underlying
common stock on the date of grant. The following table
illustrates the effect on net increase in net assets resulting
from operations and earnings per share if the Company had
applied the fair value recognition provisions of FASB Statement
No. 123, Accounting for Stock-Based Compensation, to
stock-based compensation for the years ended December 31,
2005 and 2004.
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
2004 | |
($ in millions, except per share amounts) |
|
| |
|
| |
Net increase in net assets resulting from operations as reported
|
|
$ |
872.8 |
|
|
$ |
249.5 |
|
Less total stock-based compensation expense determined under
fair value based method for all awards, net of related tax
effects
|
|
|
(12.7 |
) |
|
|
(16.9 |
) |
|
|
|
|
|
|
|
Pro forma net increase in net assets resulting from operations
|
|
|
860.1 |
|
|
|
232.6 |
|
Less preferred stock dividends
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
Pro forma net income available to common shareholders
|
|
$ |
860.1 |
|
|
$ |
232.5 |
|
|
|
|
|
|
|
|
Basic earnings per common share:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
6.48 |
|
|
$ |
1.92 |
|
|
Pro forma
|
|
$ |
6.39 |
|
|
$ |
1.79 |
|
Diluted earnings per common share:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
6.36 |
|
|
$ |
1.88 |
|
|
Pro forma
|
|
$ |
6.27 |
|
|
$ |
1.76 |
|
F-33
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
The stock option expense for 2006 and the pro forma expenses for
2005 and 2004 shown in the tables above were based on the
underlying value of the options granted by the Company. The fair
value of each option grant was estimated on the date of grant
using the Black-Scholes option pricing model and expensed over
the vesting period. The following weighted average assumptions
were used to calculate the fair value of options granted during
the years ended December 31, 2006, 2005, and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Expected term (in years)
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
Risk-free interest rate
|
|
|
4.8 |
% |
|
|
4.1 |
% |
|
|
2.9 |
% |
Expected volatility
|
|
|
29.1 |
% |
|
|
35.1 |
% |
|
|
37.0 |
% |
Dividend yield
|
|
|
9.0 |
% |
|
|
9.0 |
% |
|
|
8.8 |
% |
Weighted average fair value per option
|
|
$ |
3.47 |
|
|
$ |
3.94 |
|
|
$ |
4.17 |
|
The expected term of the options granted represents the period
of time that such options are expected to be outstanding. To
determine the expected term of the options, the Company used
historical data to estimate option exercise time frames,
including considering employee terminations. The risk free rate
was based on the U.S. Treasury bond yield curve at the date of
grant. Expected volatilities were determined based on the
historical volatility of the Companys common stock over a
historical time period consistent with the expected term. The
dividend yield was determined based on the Companys
historical dividend yield over a historical time period
consistent with the expected term.
To determine the stock options expense, the calculated fair
value of the options granted is applied to the options granted,
net of assumed future option forfeitures. The Company estimates
that the employee-related stock option expense under the
Statement that will be recorded in the Companys statement
of operations will be approximately $11.3 million,
$3.7 million, and $0.1 million for the years ended
December 31, 2007, 2008, and 2009, respectively, which
includes approximately $1.9 million, $1.0 million, and
$0.1 million, respectively, related to options granted
during the year ended December 31, 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
December 31, 2006, is expected to be recognized over an
estimated weighted-average period of 1.08 years.
|
|
|
Federal and State Income Taxes and Excise Tax |
The Company intends to comply with the requirements of the
Internal Revenue Code (Code) that are applicable to
regulated investment companies (RIC) and real estate
investment trusts (REIT). ACC and any subsidiaries
that qualify as a RIC or a REIT intend to distribute or retain
through a deemed distribution all of their annual taxable income
to shareholders; therefore, the Company has made no provision
for income taxes for these entities.
F-34
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
If the Company does not distribute at least 98% of its annual
taxable income in the year earned, the Company will generally be
required to pay an excise tax equal to 4% of the amount by which
98% of the Companys annual taxable income exceeds the
distributions from such taxable income for the year. To the
extent that the Company determines that its estimated current
year annual taxable income will be in excess of estimated
current year dividend distributions, from such taxable income,
the Company accrues excise taxes, if any, 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 year
presented. Diluted earnings per common share reflects the
potential dilution that could occur if options to issue common
stock were exercised into common stock. Earnings per share is
computed after subtracting dividends on preferred shares, if any.
|
|
|
Use of Estimates in the Preparation of Financial
Statements |
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.
The consolidated financial statements include portfolio
investments at value of $4.5 billion and $3.6 billion
at December 31, 2006 and 2005, respectively. At
December 31, 2006 and 2005, 92% and 90%, respectively, of
the Companys total assets represented portfolio
investments whose fair values have been determined by the Board
of Directors in good faith in the absence of readily available
market values. Because of the inherent uncertainty of valuation,
the Board of Directors determined values may differ
significantly from the values that would have been used had a
ready market existed for the investments, and the differences
could be material.
F-35
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
|
|
|
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 Company does
not expect the adoption of this interpretation to 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 does not expect the
adoption of this statement to have a significant effect on the
Companys consolidated financial position or its results of
operations.
In September 2006, the SEC released SEC Staff Accounting
Bulletin (SAB) No. 108, Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in
Current Year Financial Statements, which addresses how
uncorrected errors in previous years should be considered when
quantifying errors in current year financial statements and
requires registrants to consider the effect of all carry over
and reversing effects of prior year misstatements when
quantifying errors in current year financial statements. The SAB
allows registrants to record the effects of adopting the
guidance as a cumulative effect adjustment which must be
reported as of the beginning of the first fiscal year ending
after November 15, 2006. The adoption of the SAB had no
effect on the Companys consolidated financial position or
its results of operations.
F-36
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio
At December 31, 2006 and 2005, the private finance
portfolio consisted of the following:
|
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|
|
|
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|
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|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
Senior loans
|
|
$ |
450.0 |
|
|
$ |
405.2 |
|
|
|
8.4 |
% |
|
$ |
284.7 |
|
|
$ |
239.8 |
|
|
|
9.5 |
% |
|
Unitranche
debt(2)
|
|
|
800.0 |
|
|
|
799.2 |
|
|
|
11.2 |
% |
|
|
294.2 |
|
|
|
294.2 |
|
|
|
11.4 |
% |
|
Subordinated debt
|
|
|
2,038.3 |
|
|
|
1,980.8 |
|
|
|
12.9 |
% |
|
|
1,610.2 |
|
|
|
1,560.9 |
|
|
|
13.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
(3)
|
|
|
3,288.3 |
|
|
|
3,185.2 |
|
|
|
11.9 |
% |
|
|
2,189.1 |
|
|
|
2,094.9 |
|
|
|
13.0 |
% |
Equity securities
|
|
|
1,209.1 |
|
|
|
1,192.7 |
|
|
|
|
|
|
|
917.3 |
|
|
|
1,384.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
4,497.4 |
|
|
$ |
4,377.9 |
|
|
|
|
|
|
$ |
3,106.4 |
|
|
$ |
3,479.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. At
December 31, 2006 and 2005, the cost and value of
subordinated debt included the Class A equity interests in
BLX and the guaranteed dividend yield on these equity interests
was included in interest income. During the fourth quarter of
2006, the Class A equity interests were placed on
non-accrual status. The weighted average yield is computed as of
the balance sheet date. |
|
(2) |
Unitranche debt is a single debt investment that is a blend of
senior and subordinated debt terms. |
|
(3) |
The total principal balance outstanding on loans and debt
securities was $3,322.3 million and $2,216.3 million
at December 31, 2006 and 2005, respectively. The difference
between principal and cost is represented by unamortized loan
origination fees and costs, original issue discounts, and market
discounts totaling $34.0 million and $27.2 million at
December 31, 2006 and 2005, respectively. |
The Companys private finance investment activity
principally involves providing financing through privately
negotiated long-term debt and equity investments. The
Companys private finance debt and equity investments are
generally issued by private companies and are generally illiquid
and may be subject to certain restrictions on resale.
The Companys private finance debt investments are
generally structured as loans and debt securities that carry a
relatively high fixed rate of interest, which may be combined
with equity features, such as conversion privileges, or warrants
or options to purchase a portion of the portfolio companys
equity at a pre-determined strike price, which is generally a
nominal price for warrants or options in a private company. The
annual stated interest rate is only one factor in pricing the
investment relative to the Companys rights and priority in
the portfolio companys capital structure, and will vary
depending on many factors, including if the Company has received
nominal cost equity or other components of investment return,
such as loan origination fees or market discount. The stated
interest rate may include some component of contractual
payment-in-kind interest, which represents contractual interest
accrued and added to the loan balance that generally becomes due
at maturity.
F-37
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
At December 31, 2006 and 2005, 86% and 87%, respectively,
of the private finance loans and debt securities had a fixed
rate of interest and 14% and 13%, respectively, had a floating
rate of interest. Senior loans generally carry a floating rate
of interest, usually set as a spread over LIBOR, and generally
require payments of both principal and interest throughout the
life of the loan. Senior loans generally have contractual
maturities of three to six years and interest is generally paid
to the Company monthly or quarterly. Unitranche debt
generally carries a fixed rate of interest and may require
payments of both principal and interest throughout the life of
the loan. However, unitranche instruments generally allow for
principal to be repaid at a slower rate than would generally be
allowed under a more traditional senior loan/subordinated debt
structure. Unitranche debt generally has contractual
maturities of five to six years and interest is generally paid
to the Company quarterly. Subordinated debt generally carries a
fixed rate of interest generally with contractual maturities of
five to ten years and generally has interest-only payments in
the early years and payments of both principal and interest in
the later years, although maturities and principal amortization
schedules may vary. Interest is generally paid to the Company
quarterly.
Equity securities consist primarily of securities issued by
private companies and may be subject to certain restrictions on
their resale and are generally illiquid. The Company may make
equity investments for minority stakes in portfolio companies or
may receive equity features, such as nominal cost warrants, in
conjunction with its debt investments. The Company may also
invest in the equity (preferred and/or voting or non-voting
common) of a portfolio company where the Companys equity
ownership may represent a significant portion of the equity, but
may or may not represent a controlling interest. If the Company
invests in non-voting equity in a buyout investment, the Company
generally has the option to acquire a controlling stake in the
voting securities of the portfolio company at fair market value.
The Company may incur costs associated with making buyout
investments that will be included in the cost basis of the
Companys equity investment. These include costs such as
legal, accounting and other professional fees associated with
diligence, referral and investment banking fees, and other
costs. Equity securities generally do not produce a current
return, but are held with the potential for investment
appreciation and ultimate gain on sale.
Mercury Air Centers, Inc. At December 31,
2006, the Companys investment in Mercury Air Centers, Inc.
(Mercury) totaled $84.3 million at cost and
$244.2 million at value, which included unrealized
appreciation of $159.9 million. At December 31, 2005,
the Companys investment in Mercury totaled
$113.3 million at cost and $167.1 million at value,
which included unrealized appreciation of $53.8 million.
The Company completed the purchase of a majority ownership in
Mercury in April 2004.
F-38
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Total interest and related portfolio income earned from the
Companys investment in Mercury for the years ended
December 31, 2006, 2005, and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Interest income
|
|
$ |
9.3 |
|
|
$ |
8.8 |
|
|
$ |
5.5 |
|
Fees and other income
|
|
|
0.6 |
|
|
|
0.7 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
9.9 |
|
|
$ |
9.5 |
|
|
$ |
7.4 |
|
|
|
|
|
|
|
|
|
|
|
Interest income from Mercury for the years ended
December 31, 2006, 2005, and 2004, included interest income
of $2.0 million, $1.6 million, and $1.0 million, respectively,
which was paid in kind. The interest paid in kind was paid to
the Company through the issuance of additional debt.
Net change in unrealized appreciation or depreciation included a
net increase in unrealized appreciation on the Companys
investment in Mercury of $106.1 million,
$53.8 million, and zero for the years ended
December 31, 2006, 2005, and 2004, respectively.
Mercury owns and operates fixed base operations generally under
long-term leases from local airport authorities, which consist
of terminal and hangar complexes that service the needs of the
general aviation community. Mercury is headquartered in Richmond
Heights, OH.
Business Loan Express, LLC. BLX originates, sells,
and services primarily real estate secured loans, including real
estate secured conventional small business loans, Small Business
Administrations 7(a) loans and small investment real
estate loans. BLX is headquartered in New York, NY.
The Companys investment in BLX totaled $295.3 million
at cost and $210.7 million at value, which included
unrealized depreciation of $84.6 million, at
December 31, 2006, and $299.4 million at cost and
$357.1 million at value, which included unrealized
appreciation of $57.7 million, at December 31, 2005.
At December 31, 2006 and 2005, the Company owned 94.9% of
the voting Class C equity interests. BLX has an equity
appreciation rights plan for management that will dilute the
value available to the Class C equity interest holders.
Subsequent to December 31, 2006, in the first quarter of
2007 the Company increased its investment in BLX by
$12 million by acquiring additional Class A equity
interests.
At December 31, 2005, the Company had a commitment to BLX
of $30.0 million in the form of a subordinated revolving
credit facility to provide working capital to BLX. There was
$10.0 million outstanding under this facility at
December 31, 2005. Outstanding borrowings under this
facility were repaid in full and this facility matured on
April 30, 2006.
F-39
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Total interest and related portfolio income earned from the
Companys investment in BLX for the years ended
December 31, 2006, 2005, and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
Interest income on subordinated debt and Class A equity
interests
|
|
$ |
11.9 |
|
|
$ |
14.3 |
|
|
$ |
23.2 |
|
Dividend income on Class B equity interests
|
|
|
|
|
|
|
14.0 |
|
|
|
14.8 |
|
Fees and other income
|
|
|
7.8 |
|
|
|
9.2 |
|
|
|
12.0 |
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
19.7 |
|
|
$ |
37.5 |
|
|
$ |
50.0 |
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income from BLX for the years ended
December 31, 2006, 2005, and 2004, included interest and
dividend income of $5.7 million, $8.9 million, and
$25.4 million, respectively, which was paid in kind. The
interest and dividends paid in kind were paid to the Company
through the issuance of additional debt or equity interests. In
the fourth quarter of 2006, the Company placed its
$66.6 million investment in BLXs 25% Class A
equity interests on non-accrual status, which resulted in lower
interest income from its investment in BLX for 2006 as compared
to 2005.
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. The Company holds all of
BLXs Class A and Class B equity interests, and
94.9% of the Class C equity interests. 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. BLX may declare
dividends on its Class B equity interests. If declared, BLX
would determine the amount of such dividends considering its
estimated annual taxable income allocable to such interests.
There were no dividends declared or paid in 2006.
Net change in unrealized appreciation or depreciation included a
net decrease on the Companys investment in BLX of
$142.3 million and $32.3 million for the years ended
December 31, 2006 and 2004, respectively, and a net
increase of $2.9 million for the year ended
December 31, 2005.
BLX is a national, non-bank lender that participates in the
SBAs 7(a) Guaranteed Loan Program and is licensed by
the SBA as a Small Business Lending Company (SBLC). The Office
of the Inspector General of the SBA and the United States Secret
Service have announced an ongoing investigation of allegedly
fraudulently obtained SBA-guaranteed loans issued by BLX.
Specifically, on or about January 9, 2007, BLX became aware
of an indictment captioned as the United States v. Harrington,
No. 2:06-CR-20662
pending in the United States District Court for the Eastern
District of Michigan. The indictment alleges that a former BLX
employee in the Detroit office engaged in the fraudulent
origination of loans guaranteed, in substantial part, by the
SBA. The Company understands that BLX is working cooperatively
with the U.S. Attorneys Office and the investigating
agencies with respect to this matter. The Company understands
that BLX is also working cooperatively with the SBA so that it
may remain a preferred lender in the
F-40
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
SBA 7(a) program and retain the ability to sell loans into
the secondary market. The ultimate resolution of these matters
could have a material adverse impact on BLXs financial
condition, and, as a result, the Companys financial
results could be negatively affected. The Company is monitoring
the situation and has retained a third party to work with BLX to
conduct a review of BLXs current internal control systems,
with a focus on preventing fraud and further strengthening the
companys operations.
Further, on or about January 16, 2007, BLX and Business
Loan Center LLC (BLC) became aware of a lawsuit titled, United
States, ex rel James R. Brickman and Greenlight Capital,
Inc. v. Business Loan Express LLC f/k/a Business Loan Express,
Inc.; Business Loan Center LLC f/k/a Business Loan Center, Inc.;
Robert Tannenhauser; Matthew McGee; and George Harrigan,
05-CV-3147 (JEC), that
is pending in the United States District Court for the Northern
District of Georgia. The complaint includes allegations arising
under the False Claims Act and relating to alleged fraud in
connection with SBA guarantees on shrimp vessel loans made by
BLX and BLC. The Company understands that BLX and BLC plan to
vigorously contest the lawsuit. The Company is monitoring the
litigation.
As an SBA lender, BLX is also subject to other SBA and OIG
audits, investigations, and reviews. The Company has considered
these matters in performing the valuation of BLX at
December 31, 2006.
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 in the future should the Company intend to sell the assets
of or its interests in BLX within the
10-year period. At
December 31, 2006 and 2005, the Company considered the
increase in fair value of its investment in BLX due to
BLXs tax attributes as an LLC and has also considered the
reduction in fair value of its investment due to these estimated
built-in gain taxes in determining the fair value of its
investment in BLX.
At December 31, 2006, BLX had a three-year
$500.0 million revolving credit facility provided by third
party lenders that matures in March 2009. The revolving credit
facility may be expanded through new or additional commitments
up to $600.0 million at BLXs option. This facility
provides for a sub-facility for the issuance of letters of
credit for up to
F-41
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
an amount equal to 25% of the committed facility. The Company
has provided an unconditional guaranty to these revolving credit
facility lenders in an amount equal to 50% of the total
obligations (consisting of principal, letters of credit issued
under the facility, accrued interest, and other fees) of BLX
under this facility. The total obligation guaranteed by the
Company at December 31, 2006, was $189.7 million.
This guaranty can be called by the lenders in the event of a
default under the BLX credit facility, which includes certain
defaults under the Companys revolving credit facility.
Among other requirements, the BLX facility requires that BLX
maintain compliance with certain financial covenants such as
interest coverage, maximum debt to net worth, asset coverage,
and maintenance of certain asset quality metrics. In addition,
BLX would have an event of default if BLX failed to maintain its
lending status with the SBA and such failure could reasonably be
expected to result in a material adverse effect on BLX, or if
BLX failed to maintain certain financing programs for the sale
or long-term funding of BLXs loans. At December 31,
2006, BLX would not have met the required maximum debt to net
worth covenant requirement had the Company not made the
additional $12 million investment in BLX in the first
quarter of 2007 discussed above. Under the terms of the
facility, the $12 million investment in BLX caused BLX to
satisfy the leverage covenant requirement and BLX has determined
that it was in compliance with the terms of this facility at
December 31, 2006.
At December 31, 2005, BLX had a $275 million revolving credit
facility, which was replaced by the current facility discussed
above. The Company had provided a similar unconditional guaranty
to this facilitys lenders in an amount equal to 50% of
BLXs total obligations under the facility. The total
obligation guaranteed by the Company at December 31, 2005, was
$135.4 million.
At December 31, 2006 and 2005, the Company had also
provided four standby letters of credit totaling
$25.0 million and $34.1 million, respectively, in
connection with four term securitization transactions completed
by BLX. In consideration for providing the revolving credit
facility guaranty and the standby letters of credit, the Company
earned fees of $6.1 million, $6.3 million, and
$6.0 million for the years ended December 31, 2006,
2005, and 2004, respectively, which were included in fees and
other income above. The remaining fees and other income relate
to management fees from BLX. The Company did not charge a
management fee to BLX in the fourth quarter of 2006.
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.
At December 31, 2005, the Companys investment in
Advantage totaled $257.7 million at cost and
$660.4 million at value, which included unrealized
appreciation of $402.7 million.
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
F-42
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 resulting from
post-closing adjustments totaling $1.3 million in 2006. In
addition, there is potential for the Company to receive
additional consideration through an earn-out payment that would
be based on Advantages 2006 audited results. The
Companys realized gain of $434.4 million as of
December 31, 2006, subject to post-closing adjustments,
excludes any earn-out amounts.
As consideration for the common stock sold in the transaction,
the Company received a $150 million subordinated note, with
the balance of the consideration paid in cash. In addition, a
portion of the Companys cash proceeds from the sale of the
common stock were placed in escrow, subject to certain holdback
provisions. At December 31, 2006, the amount of the escrow
included in other assets in the accompanying consolidated
balance sheet was approximately $24 million.
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 resulted in a realized gain of
$4.8 million.
The Companys investment in Advantage at December 31,
2006, which was composed of subordinated debt and a minority
equity interest, totaled $151.6 million at cost and
$162.6 million at value. 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.
Total interest and related portfolio income earned from the
Companys investment in Advantage while the Company held a
majority equity interest for the years ended December 31,
2006, 2005, and 2004, was $14.1 million,
$37.4 million, and $21.3 million, respectively.
Net change in unrealized appreciation or depreciation for the
year ended December 31, 2006, included the reversal of
$389.7 million of previously recorded unrealized
appreciation associated with the realization of a gain on the
sale of the Companys majority equity interest in Advantage
and for the years ended December 31, 2005 and 2004,
included an increase in unrealized appreciation of
$378.4 million and $24.3 million, respectively,
related to the Companys majority equity interest
investment in Advantage.
The Hillman Companies, Inc. On March 31,
2004, the Company sold its control investment in Hillman, which
was one of the Companys largest investments, for a total
transaction value of $510 million, including the repayment
of outstanding debt and adding the value of Hillmans
outstanding trust preferred shares. The Company was repaid its
existing $44.6 million in outstanding debt. Total
consideration to the Company from the sale at closing, including
the repayment of debt, was $244.3 million, which included net
cash proceeds of $196.8 million and the receipt of a new
subordinated debt instrument of $47.5 million. During the
second quarter of 2004, the Company sold a $5.0 million
participation in its subordinated debt in Hillman to a third
party, which reduced the
F-43
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Companys investment, and no gain or loss resulted from the
transaction. For the year ended December 31, 2004, the
Company realized a gain of $150.3 million on the
transaction including a gain of $1.3 million realized after
closing, resulting from post-closing adjustments, which provided
additional cash consideration to the Company in the same amount.
Collateralized Loan Obligations (CLOs) and
Collateralized Debt Obligations (CDOs). At
December 31, 2006 and 2005, the Company owned bonds and
preferred shares/income notes in collateralized loan obligations
(CLOs) and a collateralized debt obligation (CDO) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Cost | |
|
Value | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Callidus Debt Partners CDO Fund I, Ltd.
|
|
$ |
28.4 |
|
|
$ |
28.4 |
|
|
$ |
28.5 |
|
|
$ |
28.5 |
|
Callidus Debt Partners CLO Fund III, Ltd.
|
|
|
23.3 |
|
|
|
23.0 |
|
|
|
24.2 |
|
|
|
24.2 |
|
Callidus Debt Partners CLO Fund IV, Ltd.
|
|
|
13.0 |
|
|
|
13.0 |
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I LLC
|
|
|
68.0 |
|
|
|
64.6 |
|
|
|
65.1 |
|
|
|
65.1 |
|
Callidus Debt Partners CLO Fund V, Ltd.
|
|
|
13.8 |
|
|
|
13.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
146.5 |
|
|
$ |
142.8 |
|
|
$ |
117.8 |
|
|
$ |
117.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
These CLO and CDO investments are managed by Callidus Capital, a
portfolio company controlled by the Company.
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 both December 31, 2006 and 2005, the face value of the
CLO and CDO bonds held by the Company were subordinate to
approximately 82% to 85% of the face value of the securities
issued in these CLOs and CDO. At December 31, 2006 and
2005, the face value of the CLO preferred shares/income notes
held by the Company were subordinate to approximately 86% to 92%
and 86% to 91%, respectively, of the face value of the
securities issued in these CLOs.
F-44
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
At December 31, 2006 and 2005, the underlying collateral
assets of these CLO and CDO investments, consisting primarily of
senior debt, were issued by 465 issuers and 336 issuers,
respectively, and had balances as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
($ in millions) |
|
| |
|
| |
Bonds
|
|
$ |
245.4 |
|
|
$ |
230.7 |
|
Syndicated loans
|
|
|
1,769.9 |
|
|
|
704.0 |
|
Cash(1)
|
|
|
59.5 |
|
|
|
238.4 |
|
|
|
|
|
|
|
|
|
Total underlying collateral assets
|
|
$ |
2,074.8 |
|
|
$ |
1,173.1 |
|
|
|
|
|
|
|
|
|
|
(1) |
Includes undrawn liability amounts. |
At December 31, 2006, there was one defaulted obligor in
the underlying collateral assets of Callidus MAPS CLO
Fund I, LLC. There were no other delinquencies in the
underlying collateral assets in the other CLO and CDO issuances
owned by the Company. At December 31, 2006, the total face
value of defaulted obligations was $9.6 million, or
approximately 0.5% of the total underlying collateral assets. At
December 31, 2005, there were no delinquencies in the
underlying collateral assets.
The initial yields on the CLO and CDO bonds, preferred shares
and income notes are based on the estimated future cash flows
from the underlying collateral assets expected to be paid to
these CLO and CDO classes. As each CLO and CDO bond, preferred
share or income note ages, the estimated future cash flows are
updated based on the estimated performance of the underlying
collateral assets, and the respective yield is adjusted as
necessary. As future cash flows are subject to uncertainties and
contingencies that are difficult to predict and are subject to
future events that may alter current assumptions, no assurance
can be given that the anticipated yields to maturity will be
achieved.
Loans and Debt Securities on Non-Accrual Status.
At December 31, 2006 and 2005, private finance loans and
debt securities at value not accruing interest were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
($ in millions) |
|
| |
|
| |
Loans and debt securities in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
51.1 |
|
|
$ |
15.6 |
|
|
Companies 5% to 25% owned
|
|
|
4.0 |
|
|
|
|
|
|
Companies less than 5% owned
|
|
|
31.6 |
|
|
|
11.4 |
|
Loans and debt securities not in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
87.1 |
|
|
|
58.0 |
|
|
Companies 5% to 25% owned
|
|
|
7.2 |
|
|
|
0.5 |
|
|
Companies less than 5% owned
|
|
|
38.9 |
|
|
|
49.5 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
219.9 |
|
|
$ |
135.0 |
|
|
|
|
|
|
|
|
F-45
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 December 31, 2006 and 2005, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Industry
|
|
|
|
|
|
|
|
|
Business services
|
|
|
39 |
% |
|
|
42 |
% |
Consumer products
|
|
|
20 |
|
|
|
14 |
|
Financial services
|
|
|
9 |
|
|
|
14 |
|
Industrial products
|
|
|
9 |
|
|
|
10 |
|
Consumer services
|
|
|
6 |
|
|
|
6 |
|
Retail
|
|
|
6 |
|
|
|
3 |
|
Healthcare services
|
|
|
3 |
|
|
|
2 |
|
Energy services
|
|
|
2 |
|
|
|
2 |
|
Other(1)
|
|
|
6 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic
Region(2)
|
|
|
|
|
|
|
|
|
Mid-Atlantic
|
|
|
31 |
% |
|
|
29 |
% |
Midwest
|
|
|
30 |
|
|
|
21 |
|
Southeast
|
|
|
18 |
|
|
|
12 |
|
West
|
|
|
17 |
|
|
|
34 |
|
Northeast
|
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
(1) |
Includes investments in senior debt CDO and CLO funds which
represented 3% of the private finance portfolio at both
December 31, 2006 and 2005. These funds invest in senior
debt representing a variety of industries. |
|
(2) |
The geographic region for the private finance portfolio depicts
the location of the headquarters for the Companys
portfolio companies. The portfolio companies may have a number
of other locations in other geographic regions. |
|
|
|
Commercial Real Estate Finance |
At December 31, 2006 and 2005, the commercial real estate
finance portfolio consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Commercial mortgage loans
|
|
$ |
72.6 |
|
|
$ |
71.9 |
|
|
|
7.5% |
|
|
$ |
103.9 |
|
|
$ |
102.6 |
|
|
|
7.6% |
|
Real estate owned
|
|
|
15.7 |
|
|
|
19.6 |
|
|
|
|
|
|
|
14.2 |
|
|
|
13.9 |
|
|
|
|
|
Equity interests
|
|
|
15.2 |
|
|
|
26.7 |
|
|
|
|
|
|
|
13.6 |
|
|
|
10.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
103.5 |
|
|
$ |
118.2 |
|
|
|
|
|
|
$ |
131.7 |
|
|
$ |
127.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
Commercial Mortgage Loans and Equity Interests.
The commercial mortgage loan portfolio contains loans
that were originated by the Company or were purchased from third-
F-46
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
party sellers. At December 31, 2006, approximately 96% and
4% of the Companys commercial mortgage loan portfolio was
composed of fixed and adjustable interest rate loans,
respectively. At December 31, 2005, approximately 97% and
3% of the Companys commercial mortgage loan portfolio was
composed of fixed and adjustable interest rate loans,
respectively. At December 31, 2006 and 2005, loans with a
value of $18.9 million and $20.8 million,
respectively, were not accruing interest. Loans greater than
120 days delinquent generally do not accrue interest.
Equity interests consist primarily of equity securities issued
by privately owned companies that invest in single real estate
properties. These equity interests may be subject to certain
restrictions on their resale and are generally illiquid. Equity
interests generally do not produce a current return, but are
generally held in anticipation of investment appreciation and
ultimate realized gain on sale.
The property types and the geographic composition securing the
commercial mortgage loans and equity interests at value at
December 31, 2006 and 2005, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Property Type
|
|
|
|
|
|
|
|
|
Hospitality
|
|
|
45 |
% |
|
|
37 |
% |
Office
|
|
|
20 |
|
|
|
11 |
|
Retail
|
|
|
19 |
|
|
|
16 |
|
Housing
|
|
|
13 |
|
|
|
30 |
|
Other
|
|
|
3 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
Southeast
|
|
|
36 |
% |
|
|
25 |
% |
Mid-Atlantic
|
|
|
35 |
|
|
|
31 |
|
Midwest
|
|
|
21 |
|
|
|
21 |
|
Northeast
|
|
|
8 |
|
|
|
5 |
|
West
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
CMBS Bonds and Collateralized Debt Obligation Bonds and
Preferred Shares (CDOs). On May 3,
2005, the Company completed the sale of its portfolio of CMBS
bonds and CDO bonds and preferred shares to affiliates of Caisse
de dépôt et placement du Québec (the Caisse) for
cash proceeds of $976.0 million and realized a net gain of
$227.7 million, after transaction and other costs of
$7.8 million. Transaction costs included investment banking
fees, legal and other professional fees, and other transaction
costs. Upon the closing of the sale, the Company settled all the
hedge positions relating to these assets, which resulted in a
net realized loss of $0.7 million, which has been included
in the net realized gain on the sale. The value of these assets
prior to their sale was determined on an individual
security-by-security basis. The net gain realized upon the sale
of $227.7 million reflects the total value received for the
portfolio as a whole. Simultaneous with the sale of the
Companys CMBS and CDO portfolio, the Company entered into
certain agreements with affiliates of the Caisse, including a
platform assets purchase
F-47
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
agreement, pursuant to which the Company agreed to sell certain
additional commercial real estate-related assets to the Caisse,
subject to certain adjustments and closing conditions.
The platform assets purchase agreement was completed on
July 13, 2005, and the Company received total cash proceeds
from the sale of the platform assets of approximately $5.3
million. No gain or loss resulted from the transaction. Under
this agreement, the Company agreed not to primarily invest in
CMBS and real estate-related CDOs and refrain from certain other
real estate-related investing or servicing activities for a
period of three years, or through May 2008, subject to certain
limitations and excluding the Companys existing portfolio
and related activities.
Note 4. Debt
At December 31, 2006 and 2005, the Company had the
following debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
|
|
Annual | |
|
|
|
Annual | |
|
|
Facility | |
|
Amount | |
|
Interest | |
|
Facility | |
|
Amount | |
|
Interest | |
|
|
Amount | |
|
Drawn | |
|
Cost(1) | |
|
Amount | |
|
Drawn | |
|
Cost(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Notes payable and debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately issued unsecured notes payable
|
|
|
$1,041.4 |
|
|
|
$1,041.4 |
|
|
|
6.1 |
% |
|
$ |
1,164.5 |
|
|
$ |
1,164.5 |
|
|
|
6.2 |
% |
|
Publicly issued unsecured notes payable
|
|
|
650.0 |
|
|
|
650.0 |
|
|
|
6.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
SBA
debentures(2)
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
28.5 |
|
|
|
28.5 |
|
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total notes payable and debentures
|
|
|
1,691.4 |
|
|
|
1,691.4 |
|
|
|
6.3 |
% |
|
|
1,193.0 |
|
|
|
1,193.0 |
|
|
|
6.3 |
% |
Revolving line of
credit(5)
|
|
|
922.5 |
|
|
|
207.7 |
|
|
|
6.4 |
%(3) |
|
|
772.5 |
|
|
|
91.8 |
|
|
|
5.6 |
%(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
$2,613.9 |
|
|
|
$1,899.1 |
|
|
|
6.5 |
%(4) |
|
$ |
1,965.5 |
|
|
$ |
1,284.8 |
|
|
|
6.5 |
%(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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) |
The SBA debentures were repaid in full during 2006. |
|
(3) |
The annual interest cost reflects the interest rate payable for
borrowings under the revolving line of credit. In addition to
the current interest payable, there were annual costs of
commitment fees, other facility fees and amortization of debt
financing costs of $3.9 million and $3.3 million at
December 31, 2006 and 2005, respectively. |
|
(4) |
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. |
|
(5) |
At December 31, 2006, $673.8 million remained unused and
available on the revolving line of credit, net of amounts
committed for standby letters of credit of $41.0 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 generally
require payment of interest only semi-annually, and all
principal is due upon maturity. At December 31, 2006, the
F-48
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
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 has also 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.
On October 16, 2006, the Company repaid $150.0 million
of unsecured long-term debt that matured. This debt had a fixed
interest rate of 7.2%.
On May 1, 2006, the Company issued $50.0 million of
seven-year, unsecured notes with a fixed interest rate of 6.8%.
This debt matures in May 2013. The proceeds from the issuance of
the notes were used in part to repay $25 million of 7.5%
unsecured long-term notes that matured on May 1, 2006.
On October 13, 2005, the Company issued $261.0 million
of five-year and $89.0 million of seven-year unsecured
long-term notes, primarily to insurance companies. The five- and
seven-year notes have fixed interest rates of 6.2% and 6.3%,
respectively, and have substantially the same terms as the
Companys existing unsecured long-term notes. The Company
used a portion of the proceeds from the new long-term note
issuance to repay $125.0 million of existing unsecured
long-term notes that matured on October 15, 2005, and had
an annual weighted average interest cost of 8.3%.
Publicly Issued Unsecured Notes Payable. During
2006, the Company completed public issuances of unsecured notes
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Coupon | |
|
Maturity Date | |
($ in millions) |
|
| |
|
| |
|
| |
July 25, 2006
|
|
$ |
400.0 |
|
|
|
6.625% |
|
|
|
July 15, 2011 |
|
December 8, 2006
|
|
|
250.0 |
|
|
|
6.000% |
|
|
|
April 1, 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
650.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes 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.
SBA Debentures. At December 31, 2005, the
Company had debentures payable to the SBA with original terms of
ten years and at fixed interest rates ranging from 5.9% to 6.4%.
The debentures required semi-annual interest-only payments with
all principal due upon maturity. During the years ended
December 31, 2006 and 2005, the Company repaid
$28.5 million and $49.0 million, respectively, of the
SBA debentures. At December 31, 2006, the Company had no
debentures payable to the SBA.
F-49
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
Scheduled Maturities. Scheduled future maturities
of notes payable at December 31, 2006, were as follows:
|
|
|
|
|
|
Year |
|
Amount Maturing | |
|
|
| |
|
|
($ in millions) | |
2007
|
|
$ |
|
|
2008
|
|
|
153.0 |
|
2009
|
|
|
268.9 |
|
2010
|
|
|
408.0 |
|
2011
|
|
|
472.5 |
|
Thereafter
|
|
|
389.0 |
|
|
|
|
|
|
|
Total
|
|
$ |
1,691.4 |
|
|
|
|
|
At 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
December 31, 2005, the commitments under the facility were
$772.5 million. At the Companys option, borrowings
under the revolving line of credit generally bear interest at a
rate equal to (i) LIBOR (for the period the Company
selects) plus 1.05% or (ii) the higher of the Federal Funds
rate plus 0.50% or the Bank of America, N.A. prime rate. The
revolving line of credit requires the payment of an annual
commitment fee equal to 0.20% of the committed amount (whether
used or unused). The revolving line of credit generally requires
payments of interest at the end of each LIBOR interest period,
but no less frequently than quarterly, on LIBOR based loans and
monthly payments of interest on other loans. All principal is
due upon maturity.
The annual cost of commitment fees, other facility fees and
amortization of debt financing costs was $3.9 million and
$3.3 million at December 31, 2006 and 2005,
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.
The average debt outstanding on the revolving line of credit was
$142.1 million and $33.3 million, respectively, for
the years ended December 31, 2006 and 2005. The maximum
amount borrowed under this facility and the weighted average
stated interest rate for the years ended December 31, 2006
and 2005, were $540.3 million and 6.3%, respectively, and
$263.3 million and 4.4%, respectively. At December 31,
2006, the amount available under the revolving line of credit
was $673.8 million, net of amounts committed for standby
letters of credit of $41.0 million issued under the credit
facility.
F-50
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
The Company records debt at cost. The fair value of the
Companys outstanding debt was approximately
$1.9 billion and $1.3 billion at December 31,
2006 and 2005, respectively. The fair value of the
Companys debt was determined using market interest rates
as of the balance sheet date for similar instruments.
The Company has various financial and operating covenants
required by the privately issued unsecured notes payable and the
revolving line of credit outstanding at 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 December 31, 2006 and 2005,
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 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 December 31, 2006 and
2005, the Company had issued guarantees of debt, rental
obligations, and lease obligations aggregating
$202.1 million and $148.6 million, respectively, and
had extended standby letters of credit aggregating
$41.0 million and $37.1 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
$243.1 million and $185.7 million at December 31,
2006 and 2005, respectively. At December 31, 2006 and 2005,
$2.4 million and $2.5 million, respectively, had been
recorded as a liability for the Companys guarantees and no
amounts had been recorded as a liability for the Companys
standby letters of credit.
F-51
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 5. Guarantees and Commitments, continued
As of December 31, 2006, the guarantees and standby letters
of credit expired as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
After 2011 | |
(in millions) |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Guarantees
|
|
$ |
202.1 |
|
|
$ |
0.6 |
|
|
$ |
3.0 |
|
|
$ |
192.2 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
Standby letters of
credit(1)
|
|
|
41.0 |
|
|
|
4.0 |
|
|
|
37.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total(2)
|
|
$ |
243.1 |
|
|
$ |
4.6 |
|
|
$ |
40.0 |
|
|
$ |
192.2 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Standby letters of credit are issued under the Companys
revolving line of credit that expires in September 2008.
Therefore, unless a standby letter of credit is set to expire at
an earlier date, it is assumed that the standby letters of
credit will expire contemporaneously with the expiration of the
Companys line of credit in September 2008. |
(2) |
The Companys most significant commitments relate to its
investment in Business Loan Express, LLC (BLX), which
commitments totaled $214.7 million at December 31,
2006. At December 31, 2006, the Company guaranteed 50% of
the outstanding total obligations on BLXs revolving line
of credit for a total guaranteed amount of $189.7 million
and had also provided four standby letters of credit totaling
$25.0 million in connection with four 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 such parties
under certain circumstances.
At December 31, 2006, the Company had outstanding
commitments to fund investments totaling $435.0 million,
including $426.0 million related to private finance
investments and $9.0 related to commercial real estate
finance investments. In addition, during the fourth quarter of
2004 and the first quarter of 2005, the Company sold certain
commercial mortgage loans that the Company may be required to
repurchase under certain circumstances. These recourse
provisions expire by April 2007. The aggregate outstanding
principal balance of these sold loans was $4.2 million at
December 31, 2006.
Note 6. Shareholders Equity
Sales of common stock for the years ended December 31,
2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005(1) |
|
2004 | |
(in millions) |
|
| |
|
|
|
| |
Number of common shares
|
|
|
10.9 |
|
|
|
|
|
|
|
3.0 |
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds
|
|
$ |
310.2 |
|
|
$ |
|
|
|
$ |
75.0 |
|
Less costs, including underwriting fees
|
|
|
(14.4 |
) |
|
|
|
|
|
|
(4.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net proceeds
|
|
$ |
295.8 |
|
|
$ |
|
|
|
$ |
70.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Company did not sell any common stock during the year ended
December 31, 2005. |
The Company issued 0.3 million shares of common stock with
a value of $7.2 million as consideration for an additional
investment in Mercury Air Centers, Inc. during the year ended
December 31, 2005, and 0.1 million shares of common
stock with a value of $3.2 million as consideration for an
investment in Legacy Partners Group, LLC during the year ended
December 31, 2004.
F-52
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 6. Shareholders Equity, continued
The Company issued 0.5 million shares, 3.0 million
shares, and 1.6 million shares of common stock upon the
exercise of stock options during the years ended
December 31, 2006, 2005, and 2004, respectively.
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
years ended December 31, 2006, 2005, and 2004, the Company
issued new shares in order to satisfy dividend reinvestment
requests. Dividend reinvestment plan activity for the years
ended December 31, 2006, 2005, and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
(in millions, except per share amounts) |
|
| |
|
| |
|
| |
Shares issued
|
|
|
0.5 |
|
|
|
0.3 |
|
|
|
0.2 |
|
Average price per share
|
|
$ |
30.58 |
|
|
$ |
28.00 |
|
|
$ |
26.34 |
|
Note 7. Earnings Per Common Share
Earnings per common share for the years ended December 31,
2006, 2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
(in millions, except per share amounts) |
|
| |
|
| |
|
| |
Net increase in net assets resulting from operations
|
|
$ |
245.1 |
|
|
$ |
872.8 |
|
|
$ |
249.5 |
|
Less preferred stock dividends
|
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
Income available to common shareholders
|
|
$ |
245.1 |
|
|
$ |
872.8 |
|
|
$ |
249.4 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding basic
|
|
|
142.4 |
|
|
|
134.7 |
|
|
|
129.8 |
|
Dilutive options outstanding
|
|
|
3.2 |
|
|
|
2.6 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding diluted
|
|
|
145.6 |
|
|
|
137.3 |
|
|
|
132.5 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$ |
1.72 |
|
|
$ |
6.48 |
|
|
$ |
1.92 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
1.68 |
|
|
$ |
6.36 |
|
|
$ |
1.88 |
|
|
|
|
|
|
|
|
|
|
|
Note 8. Employee Compensation Plans
The Companys 401(k) retirement investment plan is open to
all of its full-time employees who are at least 21 years of
age. The employees may elect voluntary pre-tax wage deferrals
ranging from 0% to 100% of eligible compensation for the year up
to $15 thousand annually for the 2006 plan year. Plan
participants who were age 50 or older during the 2006 plan year
were eligible to defer an additional $5 thousand during the
year. The Company makes contributions to the 401(k) plan of up
to 5% of each participants
F-53
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
eligible compensation for the year up to a maximum compensation
permitted by the IRS, which fully vests at the time of
contribution. For the year ended December 31, 2006, the
maximum compensation was $0.2 million. Employer contributions
that exceed the IRS limitation are directed to the
participants deferred compensation plan account as
discussed below. Total 401(k) contribution expense for the years
ended December 31, 2006, 2005, and 2004, was
$1.2 million, $1.0 million, and $0.9 million,
respectively.
The Company also has a deferred compensation plan. Eligible
participants in the deferred compensation plan may elect to
defer some of their compensation and have such compensation
credited to a participant account. In addition, the Company
makes contributions to the deferred compensation plan on
compensation deemed ineligible for a 401(k) contribution.
Contribution expense for the deferred compensation plan for the
years ended December 31, 2006, 2005, and 2004, was
$1.5 million, $0.7 million, and $0.7 million,
respectively. All amounts credited to a participants
account 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 deferred compensation plan are at all
times 100% vested and non-forfeitable. A participants
account shall become distributable upon his or her separation
from service, retirement, disability, death, or at a future
determined date. All deferred compensation plan accounts will be
distributed in the event of a change of control of the Company
or in the event of the Companys insolvency. Amounts
deferred by participants under the deferred compensation plan
are funded to a trust, which is administered by trustees. 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 December 31, 2006 and 2005, totaled
$18.6 million and $16.6 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 of Directors has
approved a non-qualified deferred compensation plan
(DCP II), which is administered 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 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 years ended December 31, 2006, 2005, and 2004,
0.3 million shares, 0.3 million shares, and
0.5 million shares, respectively, were purchased in the
DCP II.
All amounts deposited and then credited to a participants
account in the trust, based on the amount of the IPA received by
such participant, are credited solely for purposes of accounting
and computation and remain assets of the Company and subject to
the claims of the Companys general creditors. Amounts
credited to participants under the DCP II are immediately
vested and generally non-forfeitable once deposited by the
Company into
F-54
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
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 by the trustee as
soon as practicable 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 December 31,
2006 and 2005, common stock held in DCP II was
$28.3 million and $19.5 million, respectively, and the
IPA liability was $33.9 million and $22.3 million,
respectively. At December 31, 2006 and 2005, the
DCP II held 1.0 million shares and 0.7 million
shares, respectively, of the Companys common stock.
The IPA expense for the years ended December 31, 2006,
2005, and 2004, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
($ in millions) |
|
| |
|
| |
|
| |
IPA contributions
|
|
$ |
8.1 |
|
|
$ |
7.0 |
|
|
$ |
13.4 |
|
IPA mark to market expense (benefit)
|
|
|
2.9 |
|
|
|
2.0 |
|
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total IPA expense
|
|
$ |
11.0 |
|
|
$ |
9.0 |
|
|
$ |
13.0 |
|
|
|
|
|
|
|
|
|
|
|
The Company also has an individual performance bonus
(IPB) which was established in 2005. The IPB is
distributed in cash to award recipients equally throughout the
year as long as the recipient remains employed by the Company.
If a recipient terminated employment during the year, any
remaining cash payments under the IPB were
F-55
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
forfeited. For the years ended December 31, 2006 and 2005,
the IPB expense was $8.1 million and $6.9 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 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 both December 31, 2006 and 2005, there were
32.2 million shares authorized under the Option Plan. At
December 31, 2006 and 2005, the number of shares available
to be granted under the Option Plan was 1.6 million and
3.0 million, respectively.
F-56
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9. Stock Option Plan, continued
Information with respect to options granted, exercised and
forfeited under the Option Plan for the years ended
December 31, 2006, 2005, and 2004, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
Weighted | |
|
|
|
|
|
|
Average | |
|
Average | |
|
|
|
|
|
|
Exercise | |
|
Contractual | |
|
Aggregate Intrinsic | |
|
|
|
|
Price Per | |
|
Remaining | |
|
Value at | |
|
|
Shares | |
|
Share | |
|
Term (Years) | |
|
December 31, 2006(1) | |
|
|
| |
|
| |
|
| |
|
| |
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at January 1, 2004
|
|
|
14.9 |
|
|
$ |
20.68 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
8.2 |
|
|
$ |
28.34 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(1.6 |
) |
|
$ |
19.73 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(1.1 |
) |
|
$ |
26.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2004
|
|
|
20.4 |
|
|
$ |
23.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
6.8 |
|
|
$ |
27.37 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(3.0 |
) |
|
$ |
22.32 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(1.9 |
) |
|
$ |
27.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2005
|
|
|
22.3 |
|
|
$ |
24.52 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
1.8 |
|
|
$ |
29.88 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(0.5 |
) |
|
$ |
22.99 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(0.4 |
) |
|
$ |
27.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2006
|
|
|
23.2 |
|
|
$ |
24.92 |
|
|
|
6.27 |
|
|
$ |
180.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006
|
|
|
16.7 |
|
|
$ |
23.70 |
|
|
|
5.60 |
|
|
$ |
150.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable and expected to be exercisable at December 31,
2006(2)
|
|
|
22.7 |
|
|
$ |
24.85 |
|
|
|
6.24 |
|
|
$ |
178.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the difference between the market value of the
options at December 31, 2006, and the cost for the option
holders to exercise the options. |
|
(2) |
The amount of options expected to be exercisable at
December 31, 2006, is calculated based on an estimate of
expected forfeitures. |
The fair value of the shares vested during the years ended
December 31, 2006, 2005, and 2004, was $16.1 million,
$16.2 million, and $18.7 million, respectively. The
total intrinsic value of the options exercised during the years
ended December 31, 2006, 2005, and 2004, was
$3.6 million, $18.4 million, and $12.2 million,
respectively.
F-57
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9. Stock Option Plan, continued
The following table summarizes information about stock options
outstanding at December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding | |
|
|
|
|
| |
|
Exercisable | |
|
|
|
|
Weighted | |
|
|
|
| |
|
|
|
|
Average | |
|
Weighted | |
|
|
|
Weighted | |
|
|
Total | |
|
Remaining | |
|
Average | |
|
Total | |
|
Average | |
Range of |
|
Number | |
|
Contractual Life | |
|
Exercise | |
|
Number | |
|
Exercise | |
Exercise Prices |
|
Outstanding | |
|
(Years) | |
|
Price | |
|
Exercisable | |
|
Price | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
(in millions, except per share amounts and years) | |
|
|
$16.81 $17.88
|
|
|
2.4 |
|
|
|
3.28 |
|
|
$ |
16.97 |
|
|
|
2.4 |
|
|
$ |
16.97 |
|
$19.00 $21.38
|
|
|
1.8 |
|
|
|
1.04 |
|
|
$ |
21.30 |
|
|
|
1.8 |
|
|
$ |
21.30 |
|
$21.52
|
|
|
3.3 |
|
|
|
5.95 |
|
|
$ |
21.52 |
|
|
|
3.3 |
|
|
$ |
21.52 |
|
$21.59 $24.98
|
|
|
2.6 |
|
|
|
5.49 |
|
|
$ |
22.43 |
|
|
|
2.4 |
|
|
$ |
22.23 |
|
$25.50 $27.38
|
|
|
1.8 |
|
|
|
7.35 |
|
|
$ |
26.49 |
|
|
|
1.4 |
|
|
$ |
26.47 |
|
$27.51
|
|
|
5.2 |
|
|
|
8.59 |
|
|
$ |
27.51 |
|
|
|
1.7 |
|
|
$ |
27.51 |
|
$28.98
|
|
|
4.3 |
|
|
|
7.19 |
|
|
$ |
28.98 |
|
|
|
3.2 |
|
|
$ |
28.98 |
|
$29.23 $30.52
|
|
|
1.8 |
|
|
|
7.18 |
|
|
$ |
29.88 |
|
|
|
0.5 |
|
|
$ |
29.77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2 |
|
|
|
6.27 |
|
|
$ |
24.92 |
|
|
|
16.7 |
|
|
$ |
23.70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Receivable from the
Sale of Common Stock
As a business development company under the 1940 Act, the
Company is entitled to provide and has provided loans to the
Companys officers in connection with the exercise of
options. However, as a result of provisions of the
Sarbanes-Oxley Act of 2002, the Company is prohibited from
making new loans to its executive officers. The outstanding
loans are full recourse, have varying terms not exceeding ten
years, bear interest at the applicable federal interest rate in
effect at the date of issue and have been recorded as a
reduction to shareholders equity. At December 31,
2006 and 2005, the Company had outstanding loans to officers of
$2.9 million and $3.9 million, respectively. Officers
with outstanding loans repaid principal of $1.0 million,
$1.6 million, and $13.2 million, for the years ended
December 31, 2006, 2005, and 2004, respectively. The
Company recognized interest income from these loans of
$0.2 million, $0.2 million, and $0.5 million,
respectively, during these same periods. This interest income is
included in interest and dividends for companies less than 5%
owned.
F-58
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes
For the years ended December 31, 2006, 2005, and 2004, the
Companys Board of Directors declared the following
distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
Total | |
|
Total Per | |
|
Total | |
|
Total Per | |
|
Total | |
|
Total Per | |
|
|
Amount | |
|
Share | |
|
Amount | |
|
Share | |
|
Amount | |
|
Share | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(in millions, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
First quarter
|
|
$ |
82.5 |
|
|
$ |
0.59 |
|
|
$ |
76.1 |
|
|
$ |
0.57 |
|
|
$ |
73.3 |
|
|
$ |
0.57 |
|
Second quarter
|
|
|
84.1 |
|
|
|
0.60 |
|
|
|
76.2 |
|
|
|
0.57 |
|
|
|
73.5 |
|
|
|
0.57 |
|
Third quarter
|
|
|
88.8 |
|
|
|
0.61 |
|
|
|
78.8 |
|
|
|
0.58 |
|
|
|
74.0 |
|
|
|
0.57 |
|
Fourth quarter
|
|
|
92.0 |
|
|
|
0.62 |
|
|
|
79.3 |
|
|
|
0.58 |
|
|
|
75.8 |
|
|
|
0.57 |
|
Extra dividend
|
|
|
7.5 |
|
|
|
0.05 |
|
|
|
4.1 |
|
|
|
0.03 |
|
|
|
2.7 |
|
|
|
0.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to common shareholders
|
|
$ |
354.9 |
|
|
$ |
2.47 |
|
|
$ |
314.5 |
|
|
$ |
2.33 |
|
|
$ |
299.3 |
|
|
$ |
2.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For income tax purposes, distributions for 2006, 2005, and 2004,
were composed of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
Total | |
|
Total Per | |
|
Total | |
|
Total Per | |
|
Total | |
|
Total Per | |
|
|
Amount | |
|
Share | |
|
Amount | |
|
Share | |
|
Amount | |
|
Share | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
(in millions, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary income
|
|
$ |
177.4 |
|
|
$ |
1.23 |
|
|
$ |
157.3 |
|
|
$ |
1.17 |
|
|
$ |
145.3 |
|
|
$ |
1.12 |
|
Long-term capital gains
|
|
|
177.5 |
|
|
|
1.24 |
|
|
|
157.2 |
|
|
|
1.16 |
|
|
|
154.0 |
|
|
|
1.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions
to common
shareholders(1)
|
|
$ |
354.9 |
|
|
$ |
2.47 |
|
|
$ |
314.5 |
|
|
$ |
2.33 |
|
|
$ |
299.3 |
|
|
$ |
2.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
For the years ended December 31, 2006, 2005 and 2004,
ordinary income included dividend income of approximately $0.04
per share, $0.03 per share, and $0.04 per share,
respectively, that qualified to be taxed at the 15% maximum
capital gains rate. |
|
(2) |
For certain eligible corporate shareholders, the dividend
received deduction for 2006, 2005, and 2004, was $0.042 per
share, $0.034 per share, and $0.038 per share,
respectively. |
The Companys Board of Directors also declared a dividend
of $0.63 per common share for the first quarter of 2007.
F-59
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
The following table summarizes the differences between financial
statement net increase in net assets resulting from operations
and taxable income available for distribution to shareholders
for the years ended December 31, 2006, 2005, and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
($ in millions) |
|
(ESTIMATED)(1) | |
|
|
|
|
Financial statement net increase in net assets resulting from
operations
|
|
$ |
245.1 |
|
|
$ |
872.8 |
|
|
$ |
249.5 |
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation
|
|
|
477.4 |
|
|
|
(462.1 |
) |
|
|
68.7 |
|
|
Amortization of discounts and fees
|
|
|
(0.3 |
) |
|
|
4.7 |
|
|
|
(5.4 |
) |
|
Interest- and dividend-related items
|
|
|
7.3 |
|
|
|
5.5 |
|
|
|
6.3 |
|
|
Employee compensation-related items
|
|
|
18.1 |
|
|
|
3.0 |
|
|
|
7.7 |
|
|
Nondeductible excise tax
|
|
|
15.1 |
|
|
|
6.2 |
|
|
|
1.0 |
|
|
Realized gains recognized (deferred) through installment
treatment (2)
|
|
|
(181.1 |
) |
|
|
(5.9 |
) |
|
|
(33.7 |
) |
|
Other realized gain or loss related items
|
|
|
11.5 |
|
|
|
18.6 |
|
|
|
5.5 |
|
|
Net income (loss) from partnerships and limited liability
companies (3)
|
|
|
(1.9 |
) |
|
|
18.0 |
|
|
|
8.6 |
|
|
Net loss from consolidated SBIC subsidiary
|
|
|
|
|
|
|
(8.4 |
) |
|
|
15.2 |
|
|
Net (income) loss from consolidated taxable subsidiary, net of
tax
|
|
|
3.9 |
|
|
|
(5.0 |
) |
|
|
(1.0 |
) |
|
Other
|
|
|
0.4 |
|
|
|
(2.4 |
) |
|
|
0.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable income
|
|
$ |
595.5 |
|
|
$ |
445.0 |
|
|
$ |
323.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Companys taxable income for 2006 is an estimate and
will not be finally determined until the Company files its 2006
tax return in September 2007. Therefore, the final taxable
income may be different than this estimate. |
|
(2) |
2006 includes the deferral of long-term capital gains through
installment treatment related to the Companys sale of its
control equity investment in Advantage and certain other
portfolio companies. |
|
(3) |
Includes taxable income passed through to the Company from BLX
in excess of interest and related portfolio income from BLX
included in the financial statements totaling $3.7 million,
$15.4 million, and $10.0 million for the years ended
December 31, 2006, 2005 and 2004, respectively. See
Note 3 for additional related disclosure. |
Taxable income generally differs from net income for financial
reporting purposes due to temporary and permanent differences in
the recognition of income and expenses, and generally excludes
net unrealized appreciation or depreciation, as gains or losses
are not included in taxable income until they are realized.
F-60
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
The Company must distribute at least 90% of its investment
company taxable income to qualify for pass-through tax treatment
and maintain its RIC status. The Company has distributed and
currently intends to distribute or retain through a deemed
distribution sufficient dividends to eliminate taxable income.
Dividends declared and paid by the Company in a year generally
differ from taxable income for that year as such dividends may
include the distribution of current year taxable income, less
amounts carried over into the following year, and the
distribution of prior year taxable income carried over into and
distributed in the current year. For income tax purposes,
distributions for 2006, 2005, and 2004, were made from taxable
income as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
($ in millions) |
|
(ESTIMATED)(1) | |
|
|
|
|
Taxable income
|
|
$ |
595.5 |
|
|
$ |
445.0 |
|
|
$ |
323.2 |
|
Taxable income earned in current year and carried forward for
distribution in next
year(2)
|
|
|
(397.1 |
) |
|
|
(156.5 |
) |
|
|
(26.0 |
) |
Taxable income earned in prior year and carried forward and
distributed in current year
|
|
|
156.5 |
|
|
|
26.0 |
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to common shareholders
|
|
$ |
354.9 |
|
|
$ |
314.5 |
|
|
$ |
299.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Companys taxable income for 2006 is an estimate and
will not be finally determined until the Company files its 2006
tax return in September 2007. Therefore, the final taxable
income and the taxable income earned in 2006 and carried forward
for distribution in 2007 may be different than this estimate. |
|
(2) |
Estimated taxable income for 2006 includes undistributed income
of $397.1 million that is being carried over for
distribution in 2007, which represents approximately
$120.6 million of ordinary income and approximately
$276.5 million of net long-term capital gains. |
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 for the year.
The Companys 2006 (estimated), 2005, and 2004, annual
taxable income were in excess of its dividend distributions from
such taxable income in 2006, 2005, and 2004, and accordingly,
the Company accrued an excise tax of $15.4 million,
$6.2 million, and $1.0 million, respectively, on the
excess taxable income carried forward. In 2006, the Company
reversed $0.3 million of excise tax which was over accrued
in 2005, resulting in excise tax expense of $15.1 million
for the year ended December 31, 2006.
In addition to excess taxable income carried forward, the
Company currently estimates that it has cumulative deferred
taxable income related to installment sale gains of
approximately $220.7 million as of December 31, 2006,
which is composed of cumulative deferred taxable income of
$39.6 million as of December 31, 2005, and
approximately $181.1 million for the year ended
December 31, 2006. These gains have been recognized for
financial reporting purposes in the respective years they were
realized, but are generally deferred for tax purposes until the
notes or other amounts received from the sale of the related
investments are collected in cash. The realized gains deferred
through installment treatment for 2006 are estimates and will
not be finally determined until the Company files its 2006 tax
return in September 2007.
The Companys undistributed book earnings of
$502.2 million as of December 31, 2006, resulted from
undistributed ordinary income and long-term capital gains. The
F-61
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
difference between undistributed book earnings at the end of the
year and taxable income carried over from the current year into
the next year relates to a variety of timing and permanent
differences in the recognition of income and expenses for book
and tax purposes as discussed above.
At December 31, 2006 and 2005, the aggregate gross
unrealized appreciation of the Companys investments above
cost for federal income tax purposes was $613.1 million
(estimated) and $789.1 million, respectively. At
December 31, 2006 and 2005, the aggregate gross unrealized
depreciation of the Companys investments below cost for
federal income tax purposes was $418.8 million (estimated)
and $308.8 million, respectively. The aggregate net
unrealized appreciation of the Companys investments over
cost for federal income tax purposes was $194.3 million
(estimated) and $480.3 million at December 31, 2006
and 2005, respectively. At December 31, 2006 and 2005, the
aggregate cost of securities, for federal income tax purposes
was $4.3 billion (estimated) and $3.1 billion,
respectively.
The Companys consolidated subsidiary, AC Corp, is subject
to federal and state income taxes. For the years ended
December 31, 2006, 2005, and 2004, AC Corps income
tax expense (benefit) was $(0.1) million,
$5.3 million, and $1.0 million, respectively. For the
years ended December 31, 2005, and 2004, paid in capital
was increased for the tax benefit of amounts deducted for tax
purposes but not for financial reporting purposes primarily
related to stock-based compensation by $3.7 million and
$3.8 million, respectively.
The net deferred tax asset at December 31, 2006, was
$6.9 million, consisting of deferred tax assets of
$13.7 million and deferred tax liabilities of
$6.8 million. The net deferred tax asset at
December 31, 2005, was $4.1 million, consisting of
deferred tax assets of $8.9 million and deferred tax
liabilities of $4.8 million. At December 31, 2006, the
deferred tax assets primarily related to compensation-related
items and the deferred tax liabilities primarily related to
depreciation. Management believes that the realization of the
net deferred tax asset is more likely than not based on
expectations as to future taxable income and scheduled reversals
of temporary differences. Accordingly, the Company did not
record a valuation allowance at December 31, 2006, 2005, or
2004.
Note 11. Cash
The Company places its cash with financial institutions and, at
times, cash held in checking accounts in financial institutions
may be in excess of the Federal Deposit Insurance Corporation
insured limit.
At December 31, 2006 and 2005, cash consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
($ in millions) |
|
| |
|
| |
Cash
|
|
$ |
2.3 |
|
|
$ |
33.4 |
|
Less escrows held
|
|
|
(0.6 |
) |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
Total cash
|
|
$ |
1.7 |
|
|
$ |
31.4 |
|
|
|
|
|
|
|
|
F-62
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 12. Supplemental Disclosure of Cash Flow
Information
The Company paid interest of $90.6 million,
$75.2 million, and $74.6 million, respectively, for
the years ended December 31, 2006, 2005, and 2004.
Principal collections related to investment repayments or sales
include the collection of discounts previously amortized into
interest income and added to the cost basis of a loan or debt
security totaling $0.2 million, $8.4 million, and
$11.4 million, for the years ended December 31, 2006,
2005, and 2004, respectively.
Non-cash operating activities for the year ended
December 31, 2006, included the following:
|
|
|
|
|
a note received as consideration from the sale of the
Companys equity investment in Advantage of
$150.0 million; |
|
|
|
a note received as consideration from the sale of the
Companys equity investment in STS Operating, Inc. of
$30.0 million; |
|
|
|
the exchange of existing debt securities and accrued interest of
S.B. Restaurant Company with a cost basis of $29.2 million
for new debt securities; |
|
|
|
the exchange of existing debt securities, preferred stock and
common stock of Border Foods, Inc. with a cost basis of
$16.6 million for new preferred and common equity
securities; and |
|
|
|
the exchange of existing preferred stock and common stock of
Redox Brands, Inc. with a cost basis of $10.2 million for
common stock in CR Brands, Inc. |
Non-cash operating activities for the year ended
December 31, 2005, included the following:
|
|
|
|
|
the exchange of existing subordinated debt securities and
accrued interest of BLX with a cost basis of $44.8 million
for additional Class B equity interests (see Note 3); |
|
|
|
the exchange of debt securities and accrued interest of Coverall
North America, Inc. with a cost basis of $24.2 million for
new debt securities and warrants with a total cost basis of
$26.8 million; |
|
|
|
the exchange of debt securities of Garden Ridge Corporation with
a cost basis of $25.0 million for a new loan with a cost
basis of $22.5 million; and |
|
|
|
the contribution to capital of existing debt securities of GAC
Investments, Inc. (GAC) with a cost basis of
$11.0 million, resulting in a decrease in the
Companys debt cost basis and an increase in the
Companys common stock cost basis in GAC. During the third
quarter of 2005, GAC changed its name to Triview Investments,
Inc. |
F-63
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 12. Supplemental Disclosure of Cash Flow
Information, continued
Non-cash operating activities for the year ended
December 31, 2004, included the following:
|
|
|
|
|
notes or other securities received as consideration from the
sale of investments of $56.6 million. Notes received
included a note received for $47.5 million in conjunction
with the sale of the Companys investment in Hillman.
During the second quarter of 2004, the Company sold a
$5.0 million participation in its subordinated debt in
Hillman to a third party, which reduced its investment, and no
gain or loss resulted from the transaction; |
|
|
|
an exchange of $93.7 million of subordinated debt in
certain predecessor companies of Advantage Sales &
Marketing, Inc. for new subordinated debt in Advantage; |
|
|
|
an exchange of existing debt securities with a cost basis of
$46.4 million for new debt and common stock in Startec
Global Communications Corporation; |
|
|
|
an exchange of existing debt securities with a cost basis of
$13.1 million for new debt of $11.3 million with the
remaining cost basis attributed to equity in Fairchild
Industrial Products Company; |
|
|
|
an exchange of existing loans with a cost basis of
$11.1 million for a new loan and equity in Gordian Group,
Inc.; |
|
|
|
the repayment in kind of $12.7 million of existing debt in
American Healthcare Services, Inc. with $10.0 million of
debt in MedBridge Healthcare, LLC and $2.7 million of debt
and equity from other companies; |
|
|
|
an exchange of existing subordinated debt with a cost basis of
$7.3 million for equity interests in an affiliate of Impact
Innovations Group, LLC; |
|
|
|
GAC acquired certain assets of Galaxy out of bankruptcy during
the third quarter of 2004. The Company exchanged its
$50.7 million outstanding debt in Galaxy for debt and
equity in GAC to facilitate the asset acquisition; and |
|
|
|
$25.5 million of CMBS bonds and LLC interests received
from the securitization of commercial mortgage loans. |
Non-cash financing activities included the issuance of common
stock in lieu of cash distributions totaling $15.0 million,
$9.3 million, and $5.8 million, for the years ended
December 31, 2006, 2005, and 2004, respectively. In
addition, the non-cash financing activities included the
issuance of $7.2 million of the Companys common stock
as consideration for an additional investment in Mercury Air
Centers, Inc. for the year ended December 31, 2005, and the
issuance of $3.2 million of the Companys common stock
as consideration for an investment in Legacy Partners Group, LLC
for the year ended December 31, 2004.
F-64
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 13. Hedging Activities
At December 31, 2005, the Company had invested in
commercial mortgage loans that were purchased at prices that
were based in part on comparable Treasury rates and the Company
had entered into transactions with one or more financial
institutions to hedge against movement in Treasury rates on
certain of these commercial mortgage loans. These transactions,
referred to as short sales, involved the Company receiving the
proceeds from the short sales of borrowed Treasury securities,
with the obligation to replenish the borrowed Treasury
securities at a later date based on the then current market
price. Borrowed Treasury securities and the related obligations
to replenish the borrowed Treasury securities at value,
including accrued interest payable on the obligations, as of
December 31, 2005, consisted of the following:
|
|
|
|
|
($ in millions) |
|
|
Description of Issue |
|
2005 | |
|
|
| |
5-year Treasury securities, due April 2010
|
|
$ |
17.7 |
|
During the fourth quarter of 2006, the Company sold commercial
mortgage loans with a total outstanding principal balance of
$21.1 million and realized a gain of $0.7 million. As
these loans were purchased at prices that were based in part on
comparable Treasury rates, the Company had a related hedge in
place to protect against movements in Treasury rates. Upon the
loan sale, the Company settled the related hedge, which resulted
in a realized gain of $0.5 million, which was included in
the realized gain on the sale of $0.7 million. At
December 31, 2006, the Company did not have any similar
hedges in place.
F-65
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 14. Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the Years | |
|
|
Ended December 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
$ |
19.17 |
|
|
$ |
14.87 |
|
|
$ |
14.94 |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income(1)
|
|
|
1.30 |
|
|
|
1.00 |
|
|
|
1.52 |
|
|
Net realized
gains(1)(2)
|
|
|
3.66 |
|
|
|
1.99 |
|
|
|
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income plus net realized
gains(1)
|
|
|
4.96 |
|
|
|
2.99 |
|
|
|
2.40 |
|
|
|
Net change in unrealized appreciation or
depreciation(1)(2)
|
|
|
(3.28 |
) |
|
|
3.37 |
|
|
|
(0.52 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
(1)
|
|
|
1.68 |
|
|
|
6.36 |
|
|
|
1.88 |
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets from shareholder distributions
|
|
|
(2.47 |
) |
|
|
(2.33 |
) |
|
|
(2.30 |
) |
Net increase in net assets from capital share
transactions(1)
|
|
|
0.74 |
|
|
|
0.27 |
|
|
|
0.35 |
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$ |
19.12 |
|
|
$ |
19.17 |
|
|
$ |
14.87 |
|
|
|
|
|
|
|
|
|
|
|
Market value, end of year
|
|
$ |
32.68 |
|
|
$ |
29.37 |
|
|
$ |
25.84 |
|
Total
return(3)
|
|
|
20.6 |
% |
|
|
23.5 |
% |
|
|
1.1 |
% |
Ratios and Supplemental Data
($ and shares in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending net assets
|
|
$ |
2,841.2 |
|
|
$ |
2,620.5 |
|
|
$ |
1,979.8 |
|
Common shares outstanding at end of year
|
|
|
148.6 |
|
|
|
136.7 |
|
|
|
133.1 |
|
Diluted weighted average common shares outstanding
|
|
|
145.6 |
|
|
|
137.3 |
|
|
|
132.5 |
|
Employee, employee stock option and administrative
expenses/average net assets
|
|
|
5.38 |
% |
|
|
6.56 |
% |
|
|
4.65 |
% |
Total operating expenses/average net assets
|
|
|
9.05 |
% |
|
|
9.99 |
% |
|
|
8.53 |
% |
Net investment income/average net assets
|
|
|
6.90 |
% |
|
|
6.08 |
% |
|
|
10.45 |
% |
Net increase in net assets resulting from operations/ average
net assets
|
|
|
8.94 |
% |
|
|
38.68 |
% |
|
|
12.97 |
% |
Portfolio turnover rate
|
|
|
27.05 |
% |
|
|
47.72 |
% |
|
|
32.97 |
% |
Average debt outstanding
|
|
$ |
1,491.0 |
|
|
$ |
1,087.1 |
|
|
$ |
985.6 |
|
Average debt per
share(1)
|
|
$ |
10.24 |
|
|
$ |
7.92 |
|
|
$ |
7.44 |
|
|
|
(1) |
Based on diluted weighted average number of common shares
outstanding for the year. |
|
(2) |
Net realized gains and net change in unrealized appreciation or
depreciation can fluctuate significantly from year to year. |
|
(3) |
Total return assumes the reinvestment of all dividends paid for
the periods presented. |
F-66
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 15. Selected Quarterly Data (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
|
| |
($ in millions, except per share amounts) |
|
Qtr. 1 | |
|
Qtr. 2 | |
|
Qtr. 3 | |
|
Qtr. 4 | |
|
|
| |
|
| |
|
| |
|
| |
Total interest and related portfolio income
|
|
$ |
111.0 |
|
|
$ |
110.5 |
|
|
$ |
113.4 |
|
|
$ |
117.7 |
|
Net investment income
|
|
$ |
41.3 |
|
|
$ |
50.2 |
|
|
$ |
48.7 |
|
|
$ |
49.1 |
|
Net increase in net assets resulting from operations
|
|
$ |
99.6 |
|
|
$ |
33.7 |
|
|
$ |
77.9 |
|
|
$ |
33.9 |
|
Basic earnings per common share
|
|
$ |
0.72 |
|
|
$ |
0.24 |
|
|
$ |
0.54 |
|
|
$ |
0.23 |
|
Diluted earnings per common share
|
|
$ |
0.70 |
|
|
$ |
0.24 |
|
|
$ |
0.53 |
|
|
$ |
0.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 | |
|
|
| |
|
|
Qtr. 1 | |
|
Qtr. 2 | |
|
Qtr. 3 | |
|
Qtr. 4 | |
|
|
| |
|
| |
|
| |
|
| |
Total interest and related portfolio income
|
|
$ |
94.9 |
|
|
$ |
86.2 |
|
|
$ |
94.9 |
|
|
$ |
98.2 |
|
Net investment income
|
|
$ |
38.8 |
|
|
$ |
15.3 |
|
|
$ |
46.1 |
|
|
$ |
37.1 |
|
Net increase in net assets resulting from operations
|
|
$ |
119.6 |
|
|
$ |
311.9 |
|
|
$ |
113.2 |
|
|
$ |
328.1 |
|
Basic earnings per common share
|
|
$ |
0.90 |
|
|
$ |
2.33 |
|
|
$ |
0.84 |
|
|
$ |
2.40 |
|
Diluted earnings per common share
|
|
$ |
0.88 |
|
|
$ |
2.29 |
|
|
$ |
0.82 |
|
|
$ |
2.36 |
|
Note 16. Litigation
On June 23, 2004, the Company was notified by the SEC that
the SEC is conducting an informal investigation of the Company.
On December 22, 2004, the Company received letters from the
U.S. Attorney for the District of Columbia requesting the
preservation and production of information regarding the Company
and Business Loan Express, LLC in connection with a criminal
investigation. Based on the information available to the Company
at this time, the inquiries appear to primarily pertain to
matters related to portfolio valuation and the Companys
portfolio company, Business Loan Express, LLC. To date, the
Company has produced materials in response to requests from both
the SEC and the U.S. Attorneys office, and a director and
certain current and former employees have provided testimony and
have been interviewed by the staff of the SEC and, in some
cases, the U.S. Attorneys Office. The Company is
voluntarily cooperating with these investigations.
In late December 2006, the Company received a subpoena from the
U.S. Attorney for the District of Columbia requesting,
among other things, the production of records regarding the use
of private investigators by the Company or its agents. The Board
established a committee, which was advised by its own counsel,
to review this matter. In the course of gathering documents
responsive to the subpoena, the Company became aware that an
agent of the Company obtained what were represented to be
telephone records of David Einhorn and which purport to be
records of calls from Greenlight Capital during a period of time
in 2005. Also, while the Company was gathering documents
responsive to the subpoena, allegations were made that the
Companys management had authorized the acquisition of
these records and that management was subsequently advised
F-67
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 16. Litigation, continued
that these records had been obtained. The Companys
management has stated that these allegations are not true. The
Company is cooperating fully with the inquiry by the United
States Attorneys office.
On February 13, 2007, Rena Nadoff filed a shareholder derivative
action in the Superior Court of the District of Columbia,
captioned Rena Nadoff v. Walton, et al., CA 001060-07, seeking
unspecified compensatory and other damages, as well as equitable
relief on behalf of Allied Capital Corporation.
Ms. Nadoffs complaint names as defendants the members
of Allied Capitals Board of Directors; Allied Capital is a
nominal defendant for purposes of the derivative action. The
complaint alleges breach of fiduciary duty by the Board of
Directors arising from internal controls failures and
mismanagement of Business Loan Express, LLC, an Allied Capital
portfolio company. The Company believes the lawsuit is without
merit, and intends to defend the lawsuit vigorously.
On February 26, 2007, Dana Ross filed a class action
complaint in the U.S. District Court for the District of
Columbia in which she alleges that Allied Capital Corporation
and certain members of management violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and
Rule 10b-5
thereunder. The complaint is captioned Dana Ross v. Walton, et
al., CV 00402. Dana Ross claims that, between March 1,
2006, and January 10, 2007, Allied Capital either failed to
disclose or misrepresented information concerning the loan
origination practices of Business Loan Express, LLC, an Allied
Capital portfolio company. Dana Ross seeks unspecified
compensatory and other damages, as well as other relief. The
Company believes the lawsuit is without merit, and intends to
defend the lawsuit vigorously.
In addition, the Company is party to certain lawsuits in the
normal course of business.
While the outcome of any of the legal proceedings described
above cannot at this time be predicted with certainty, the
Company does not expect these matters will materially affect its
financial condition or results of operations.
F-68
Report of Independent Registered Public Accounting Firm
The Board of Directors
Allied Capital Corporation:
Under date of February 28, 2007, we reported on the
consolidated balance sheet of Allied Capital Corporation and
subsidiaries as of December 31, 2006 and 2005, including
the consolidated statements of investments as of
December 31, 2006 and 2005, and the related consolidated
statements of operations, changes in net assets and cash flows,
and the financial highlights (included in Note 14), for each of
the years in the three-year period ended December 31, 2006,
which are included in the registration statement on
Form N-2. In
connection with our audits of the aforementioned consolidated
financial statements, we also audited the related financial
statement schedule as of and for the year ended
December 31, 2006. This financial statement schedule is the
responsibility of the Companys management. Our
responsibility is to express an opinion on this financial
statement schedule based on our audit.
In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects the information set forth therein.
Washington, D.C.
February 28, 2007
F-69
Schedule 12-14
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
December 31, 2005 |
|
Gross |
|
Gross |
|
December 31, 2006 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Companies More Than 25% Owned |
|
Acme Paging, L.P.
|
|
Senior Loan(5) |
|
$ |
(176 |
) |
|
|
|
|
|
$ |
|
|
|
$ |
3,750 |
|
|
$ |
(3,750 |
) |
|
$ |
|
|
|
(Telecommunications)
|
|
Subordinated Debt(5) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
881 |
|
|
|
(881 |
) |
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
(27 |
) |
|
|
|
|
|
Advantage Sales &
|
|
Subordinated Debt |
|
|
1,712 |
|
|
|
|
|
|
|
59,787 |
|
|
|
213 |
|
|
|
(60,000 |
) |
|
|
|
|
|
Marketing, Inc.(7)
|
|
Subordinated Debt |
|
|
5,555 |
|
|
|
|
|
|
|
124,000 |
|
|
|
374 |
|
|
|
(124,374 |
) |
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
476,578 |
|
|
|
|
|
|
|
(476,578 |
) |
|
|
|
|
|
Alaris Consulting, LLC
|
|
Senior Loan(5) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Healthcare
|
|
Senior Loan(5) |
|
|
|
|
|
$ |
1 |
|
|
|
4,097 |
|
|
|
502 |
|
|
|
(4,599 |
) |
|
|
|
|
|
Services, Inc. and Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
892 |
|
|
|
73 |
|
|
|
(47 |
) |
|
|
918 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Loan Express, LLC |
|
Subordinated Debt |
|
|
38 |
|
|
|
|
|
|
|
10,000 |
|
|
|
15,000 |
|
|
|
(25,000 |
) |
|
|
|
|
|
(Financial Services)
|
|
Class A Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interests(5) |
|
|
11,889 |
|
|
|
|
|
|
|
60,693 |
|
|
|
5,929 |
|
|
|
|
|
|
|
66,622 |
|
|
|
Class B Equity Interests |
|
|
|
|
|
|
|
|
|
|
146,910 |
|
|
|
|
|
|
|
(67,771 |
) |
|
|
79,139 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
|
|
|
|
139,521 |
|
|
|
|
|
|
|
(74,545 |
) |
|
|
64,976 |
|
|
Calder Capital Partners, LLC
|
|
Senior Loan(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
975 |
|
|
|
|
|
|
|
975 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,076 |
|
|
|
|
|
|
|
2,076 |
|
|
Callidus Capital Corporation
|
|
Senior Loan |
|
|
441 |
|
|
|
|
|
|
|
600 |
|
|
|
8,705 |
|
|
|
(9,305 |
) |
|
|
|
|
|
(Financial Services)
|
|
Subordinated Debt |
|
|
972 |
|
|
|
|
|
|
|
4,832 |
|
|
|
930 |
|
|
|
|
|
|
|
5,762 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
7,968 |
|
|
|
14,582 |
|
|
|
|
|
|
|
22,550 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt |
|
|
1,926 |
|
|
|
|
|
|
|
|
|
|
|
36,333 |
|
|
|
|
|
|
|
36,333 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
395 |
|
|
|
|
|
|
|
|
|
|
|
5,972 |
|
|
|
|
|
|
|
5,972 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,729 |
|
|
|
(110 |
) |
|
|
19,619 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CR Brands, Inc.
|
|
Senior Loan |
|
|
1,109 |
|
|
|
|
|
|
|
|
|
|
|
37,219 |
|
|
|
(37,219 |
) |
|
|
|
|
|
(Consumer Products)
|
|
Subordinated Debt |
|
|
5,700 |
|
|
|
|
|
|
|
|
|
|
|
39,401 |
|
|
|
|
|
|
|
39,401 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,321 |
|
|
|
(7,583 |
) |
|
|
25,738 |
|
|
Diversified Group
|
|
Preferred Stock |
|
|
87 |
|
|
|
|
|
|
|
728 |
|
|
|
|
|
|
|
(728 |
) |
|
|
|
|
|
Administrators, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
841 |
|
|
|
|
|
|
|
(841 |
) |
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
68 |
|
|
|
|
|
|
|
502 |
|
|
|
|
|
|
|
(502 |
) |
|
|
|
|
|
Financial Pacific Company
|
|
Subordinated Debt |
|
|
12,415 |
|
|
|
|
|
|
|
69,904 |
|
|
|
1,458 |
|
|
|
|
|
|
|
71,362 |
|
|
(Financial Services)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
13,116 |
|
|
|
2,826 |
|
|
|
|
|
|
|
15,942 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
44,180 |
|
|
|
21,006 |
|
|
|
|
|
|
|
65,186 |
|
|
ForeSite Towers, LLC
|
|
Equity Interests |
|
|
329 |
|
|
|
|
|
|
|
9,750 |
|
|
|
2,540 |
|
|
|
|
|
|
|
12,290 |
|
|
(Tower Leasing)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Communications, LLC
|
|
Senior Loan(5) |
|
|
|
|
|
|
|
|
|
|
15,957 |
|
|
|
|
|
|
|
|
|
|
|
15,957 |
|
|
(Business Services)
|
|
Subordinated Debt(5) |
|
|
|
|
|
|
|
|
|
|
11,198 |
|
|
|
138 |
|
|
|
(99 |
) |
|
|
11,237 |
|
|
|
Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
4,303 |
|
|
|
|
|
|
|
(4,303 |
) |
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior Loan(5) |
|
|
(18 |
) |
|
|
|
|
|
|
4,161 |
|
|
|
392 |
|
|
|
(4,553 |
) |
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220 |
|
|
|
(220 |
) |
|
|
|
|
|
Healthy Pet Corp.
|
|
Senior Loan |
|
|
1,746 |
|
|
|
|
|
|
|
4,086 |
|
|
|
24,252 |
|
|
|
(1,300 |
) |
|
|
27,038 |
|
|
(Consumer Services)
|
|
Subordinated Debt |
|
|
6,549 |
|
|
|
|
|
|
|
38,535 |
|
|
|
5,230 |
|
|
|
(186 |
) |
|
|
43,579 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
25,766 |
|
|
|
4,500 |
|
|
|
(1,345 |
) |
|
|
28,921 |
|
|
HMT, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
2,637 |
|
|
|
|
|
|
|
|
|
|
|
2,637 |
|
|
(Energy Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
5,343 |
|
|
|
3,321 |
|
|
|
|
|
|
|
8,664 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
2,057 |
|
|
|
1,279 |
|
|
|
|
|
|
|
3,336 |
|
|
See related footnotes at the end of this schedule.
F-70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
December 31, 2005 |
|
Gross |
|
Gross |
|
December 31, 2006 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Huddle House, Inc.
|
|
Senior Loan |
|
$ |
59 |
|
|
|
|
|
|
$ |
|
|
|
$ |
19,950 |
|
|
$ |
|
|
|
$ |
19,950 |
|
|
(Retail)
|
|
Subordinated Debt |
|
|
296 |
|
|
|
|
|
|
|
|
|
|
|
58,196 |
|
|
|
|
|
|
|
58,196 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,662 |
|
|
|
|
|
|
|
41,662 |
|
|
Impact Innovations Group, LLC |
|
Equity Interests in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Affiliate |
|
|
|
|
|
|
|
|
|
|
742 |
|
|
|
131 |
|
|
|
|
|
|
|
873 |
|
|
Insight Pharmaceuticals
|
|
Subordinated Debt |
|
|
9,724 |
|
|
|
|
|
|
|
58,298 |
|
|
|
1,552 |
|
|
|
|
|
|
|
59,850 |
|
|
Corporation
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
26,791 |
|
|
|
|
|
|
|
(18,946 |
) |
|
|
7,845 |
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
236 |
|
|
|
|
|
|
|
(236 |
) |
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,655 |
|
|
|
|
|
|
|
6,655 |
|
|
(Industrial Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Partners Group, LLC
|
|
Senior Loan (5) |
|
|
|
|
|
|
|
|
|
|
5,029 |
|
|
|
|
|
|
|
(186 |
) |
|
|
4,843 |
|
|
(Financial Services)
|
|
Subordinated Debt(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
(18 |
) |
|
|
|
|
|
Litterer Beteiligungs-GmbH
|
|
Subordinated Debt |
|
|
43 |
|
|
|
|
|
|
|
621 |
|
|
|
71 |
|
|
|
|
|
|
|
692 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
2,226 |
|
|
|
|
|
|
|
(1,027 |
) |
|
|
1,199 |
|
|
Mercury Air Centers, Inc.
|
|
Senior Loan |
|
|
1,231 |
|
|
|
|
|
|
|
31,720 |
|
|
|
4,000 |
|
|
|
(35,720 |
) |
|
|
|
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
8,076 |
|
|
|
|
|
|
|
46,519 |
|
|
|
5,698 |
|
|
|
(3,000 |
) |
|
|
49,217 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
88,898 |
|
|
|
106,121 |
|
|
|
|
|
|
|
195,019 |
|
|
MVL Group, Inc.
|
|
Senior Loan |
|
|
3,605 |
|
|
|
|
|
|
|
27,218 |
|
|
|
1,000 |
|
|
|
(973 |
) |
|
|
27,245 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
5,052 |
|
|
|
|
|
|
|
32,417 |
|
|
|
3,061 |
|
|
|
|
|
|
|
35,478 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
3,211 |
|
|
|
|
|
|
|
(3,211 |
) |
|
|
|
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt |
|
|
2,473 |
|
|
|
|
|
|
|
|
|
|
|
37,994 |
|
|
|
|
|
|
|
37,994 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,949 |
|
|
|
|
|
|
|
25,949 |
|
|
Pennsylvania Avenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investors, L.P.
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,864 |
|
|
|
1,193 |
|
|
|
(3,057 |
) |
|
|
|
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Powell Plant Farms, Inc.
|
|
Senior Loan(5) |
|
|
2,394 |
|
|
|
|
|
|
|
23,792 |
|
|
|
10,625 |
|
|
|
(8,225 |
) |
|
|
26,192 |
|
|
(Consumer Products)
|
|
Subordinated Debt(5) |
|
|
|
|
|
|
|
|
|
|
7,364 |
|
|
|
|
|
|
|
(6,402 |
) |
|
|
962 |
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redox Brands, Inc.
|
|
Preferred Stock |
|
|
363 |
|
|
|
|
|
|
|
12,097 |
|
|
|
1,708 |
|
|
|
(13,805 |
) |
|
|
|
|
|
(Consumer Products)
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
84 |
|
|
|
(584 |
) |
|
|
|
|
|
Service Champ, Inc.
|
|
Subordinated Debt |
|
|
4,339 |
|
|
|
|
|
|
|
26,906 |
|
|
|
713 |
|
|
|
|
|
|
|
27,619 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
13,319 |
|
|
|
3,467 |
|
|
|
|
|
|
|
16,786 |
|
|
Staffing Partners Holding
|
|
Subordinated Debt(5) |
|
|
|
|
|
$ |
355 |
|
|
|
6,343 |
|
|
|
|
|
|
|
(5,857 |
) |
|
|
486 |
|
|
Company, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
1,812 |
|
|
|
3,156 |
|
|
|
(4,968 |
) |
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60 |
|
|
|
(60 |
) |
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Senior Loan |
|
|
2,165 |
|
|
|
|
|
|
|
21,685 |
|
|
|
3,540 |
|
|
|
(9,260 |
) |
|
|
15,965 |
|
|
(Telecommunications)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,232 |
|
|
|
|
|
|
|
11,232 |
|
|
STS Operating, Inc.
|
|
Subordinated Debt |
|
|
328 |
|
|
|
|
|
|
|
6,593 |
|
|
|
123 |
|
|
|
(6,716 |
) |
|
|
|
|
|
(Industrial Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
64,963 |
|
|
|
|
|
|
|
(64,963 |
) |
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
560 |
|
|
|
|
|
|
|
(560 |
) |
|
|
|
|
|
Sweet Traditions, LLC
|
|
Senior Loan |
|
|
1,755 |
|
|
|
|
|
|
|
|
|
|
|
36,150 |
|
|
|
(978 |
) |
|
|
35,172 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
450 |
|
|
|
|
|
|
|
450 |
|
|
Triview Investments, Inc.
|
|
Senior Loan |
|
|
1,302 |
|
|
|
|
|
|
|
7,449 |
|
|
|
7,298 |
|
|
|
|
|
|
|
14,747 |
|
|
(Broadcasting & Cable/
|
|
Subordinated Debt |
|
|
8,692 |
|
|
|
|
|
|
|
30,845 |
|
|
|
25,163 |
|
|
|
|
|
|
|
56,008 |
|
|
Consumer Products/ |
|
Subordinated Debt(5) |
|
|
|
|
|
|
|
|
|
|
19,520 |
|
|
|
742 |
|
|
|
(15,920 |
) |
|
|
4,342 |
|
|
Business Services)
|
|
Common Stock |
|
|
68 |
|
|
|
|
|
|
|
29,171 |
|
|
|
11,516 |
|
|
|
(9,365 |
) |
|
|
31,322 |
|
|
Total companies more than 25% owned |
|
$ |
102,636 |
|
|
|
|
|
|
$ |
1,887,651 |
|
|
|
|
|
|
|
|
|
|
$ |
1,490,180 |
|
|
Companies 5% to 25% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales &
|
|
Subordinated Debt |
|
$ |
14,050 |
|
|
|
|
|
|
$ |
|
|
|
$ |
151,648 |
|
|
$ |
|
|
|
$ |
151,648 |
|
|
Marketing, Inc.(7)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,272 |
|
|
|
(4,272 |
) |
|
|
11,000 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan |
|
|
3,298 |
|
|
|
|
|
|
|
|
|
|
|
8,097 |
|
|
|
(6,334 |
) |
|
|
1,763 |
|
|
(Healthcare Services)
|
|
Subordinated Debt |
|
|
2,145 |
|
|
|
|
|
|
|
42,267 |
|
|
|
35,488 |
|
|
|
(42,627 |
) |
|
|
35,128 |
|
|
|
|
Equity Interests |
|
|
1,694 |
|
|
|
|
|
|
|
4,025 |
|
|
|
3,393 |
|
|
|
(1,468 |
) |
|
|
5,950 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
622 |
|
|
|
(20 |
) |
|
|
602 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
|
(14 |
) |
|
|
|
|
|
See related footnotes at the end of this schedule.
F-71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
December 31, 2005 |
|
Gross |
|
Gross |
|
December 31, 2006 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Amerex Group, LLC
|
|
Subordinated Debt |
|
$ |
669 |
|
|
|
|
|
|
$ |
|
|
|
$ |
8,400 |
|
|
$ |
|
|
|
$ |
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,860 |
|
|
|
(37 |
) |
|
|
13,823 |
|
|
Aspen Pet Products, Inc.
|
|
Subordinated Debt |
|
|
1,130 |
|
|
|
|
|
|
|
19,959 |
|
|
|
399 |
|
|
|
(20,358 |
) |
|
|
|
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
29 |
|
|
|
|
|
|
|
1,638 |
|
|
|
516 |
|
|
|
(2,154 |
) |
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
17 |
|
|
|
123 |
|
|
|
(140 |
) |
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BB&T Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,867 |
|
|
|
(313 |
) |
|
|
5,554 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt |
|
|
3,545 |
|
|
|
|
|
|
|
23,543 |
|
|
|
620 |
|
|
|
|
|
|
|
24,163 |
|
|
(Industrial Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
2,200 |
|
|
|
1,500 |
|
|
|
|
|
|
|
3,700 |
|
|
BI Incorporated
|
|
Senior Loan |
|
|
125 |
|
|
|
|
|
|
|
|
|
|
|
15,000 |
|
|
|
(15,000 |
) |
|
|
|
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
3,484 |
|
|
|
|
|
|
|
|
|
|
|
30,135 |
|
|
|
|
|
|
|
30,135 |
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,100 |
|
|
|
|
|
|
|
4,100 |
|
|
CitiPostal, Inc. and Affiliates
|
|
Senior Loan |
|
|
1,061 |
|
|
|
|
|
|
|
|
|
|
|
20,689 |
|
|
|
(120 |
) |
|
|
20,569 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,700 |
|
|
|
|
|
|
|
4,700 |
|
|
Creative Group, Inc.
|
|
Subordinated Debt |
|
|
583 |
|
|
|
|
|
|
|
|
|
|
|
13,656 |
|
|
|
|
|
|
|
13,656 |
|
|
(Business Services)
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,387 |
|
|
|
|
|
|
|
1,387 |
|
|
Drew Foam Companies, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
722 |
|
|
|
|
|
|
|
722 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
7 |
|
|
The Debt Exchange Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
3,219 |
|
|
|
|
|
|
|
(3,219 |
) |
|
|
|
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MedBridge Healthcare, LLC
|
|
Senior Loan(5) |
|
|
|
|
|
|
|
|
|
|
7,093 |
|
|
|
71 |
|
|
|
|
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt(5) |
|
|
|
|
|
|
|
|
|
|
534 |
|
|
|
1,279 |
|
|
|
|
|
|
|
1,813 |
|
|
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Debt(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
501 |
|
|
|
(501 |
) |
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Unitranche Debt |
|
|
348 |
|
|
|
|
|
|
|
|
|
|
|
19,879 |
|
|
|
|
|
|
|
19,879 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
2,000 |
|
|
Nexcel Synthetics, LLC
|
|
Subordinated Debt |
|
|
1,604 |
|
|
|
|
|
|
|
10,588 |
|
|
|
390 |
|
|
|
|
|
|
|
10,978 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,367 |
|
|
|
119 |
|
|
|
|
|
|
|
1,486 |
|
|
PresAir LLC
|
|
Senior Loan(5) |
|
|
|
|
|
$ |
261 |
|
|
|
|
|
|
|
5,492 |
|
|
|
(3,286 |
) |
|
|
2,206 |
|
|
(Industrial Products)
|
|
Unitranche Debt(5) |
|
|
|
|
|
|
|
|
|
|
5,820 |
|
|
|
328 |
|
|
|
(6,148 |
) |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
318 |
|
|
|
5 |
|
|
|
(323 |
) |
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt |
|
|
1,223 |
|
|
|
|
|
|
|
7,376 |
|
|
|
157 |
|
|
|
|
|
|
|
7,533 |
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
884 |
|
|
|
140 |
|
|
|
|
|
|
|
1,024 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
13 |
|
|
|
2,287 |
|
|
|
|
|
|
|
2,300 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan |
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
1,232 |
|
|
|
|
|
|
|
1,232 |
|
|
(Healthcare Services)
|
|
Unitranche Debt |
|
|
1,152 |
|
|
|
|
|
|
|
|
|
|
|
19,908 |
|
|
|
|
|
|
|
19,908 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,616 |
|
|
|
|
|
|
|
1,616 |
|
|
SGT India Private Limited
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,944 |
|
|
|
(598 |
) |
|
|
3,346 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt |
|
|
2,013 |
|
|
|
|
|
|
|
13,447 |
|
|
|
4,122 |
|
|
|
|
|
|
|
17,569 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,308 |
|
|
|
233 |
|
|
|
|
|
|
|
2,541 |
|
|
Universal Environmental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services, LLC
|
|
Unitranche Debt |
|
|
1,529 |
|
|
|
|
|
|
|
10,862 |
|
|
|
101 |
|
|
|
(752 |
) |
|
|
10,211 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,328 |
|
|
|
13 |
|
|
|
(1,341 |
) |
|
|
|
|
|
Total companies 5% to 25% owned |
|
$ |
39,754 |
|
|
|
|
|
|
$ |
158,806 |
|
|
|
|
|
|
|
|
|
|
$ |
449,813 |
|
|
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 December 31,
2006 and 2005. |
F-72
|
|
(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 increased 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
December 31, 2006, 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) |
Included in the companies more than 25% owned category while the
Company held a majority equity interest. On March 29, 2006,
the Company sold its majority equity interest in Advantage. The
Companys investment in Advantage after the sale
transaction is included in the companies 5% to 25% owned
category. See Note 3 to the consolidated financial
statements for further information. |
F-73
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 June 30, 2007,
the related consolidated statements of operations, for the
three- and six-month periods ended June 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 six-month periods ended June 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.
August 8, 2007
F-74
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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-$1,775,496;
2006-$1,578,822)
|
|
$ |
1,709,770 |
|
|
$ |
1,490,180 |
|
|
|
Companies 5% to 25% owned (cost: 2007-$446,746; 2006-$438,560)
|
|
|
418,647 |
|
|
|
449,813 |
|
|
|
Companies less than 5% owned (cost: 2007-$2,197,112;
2006-$2,479,981)
|
|
|
2,219,839 |
|
|
|
2,437,908 |
|
|
|
|
|
|
|
|
|
|
|
Total private finance (cost: 2007-$4,419,354; 2006-$4,497,363)
|
|
|
4,348,256 |
|
|
|
4,377,901 |
|
|
Commercial real estate finance (cost: 2007-$100,805;
2006-$103,546)
|
|
|
122,804 |
|
|
|
118,183 |
|
|
|
|
|
|
|
|
|
|
|
Total portfolio at value (cost: 2007-$4,520,159; 2006-$4,600,909)
|
|
|
4,471,060 |
|
|
|
4,496,084 |
|
Investments in money market and other securities
|
|
|
304,407 |
|
|
|
202,210 |
|
Accrued interest and dividends receivable
|
|
|
70,933 |
|
|
|
64,566 |
|
Other assets
|
|
|
153,514 |
|
|
|
122,958 |
|
Cash
|
|
|
45,574 |
|
|
|
1,687 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
5,045,488 |
|
|
$ |
4,887,505 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
Liabilities:
|
|
|
|
|
|
|
|
|
|
Notes payable and debentures (maturing within one year:
2007-$153,000; 2006-$)
|
|
$ |
1,921,815 |
|
|
$ |
1,691,394 |
|
|
Revolving line of credit
|
|
|
|
|
|
|
207,750 |
|
|
Accounts payable and other liabilities
|
|
|
132,539 |
|
|
|
147,117 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
2,054,354 |
|
|
|
2,046,261 |
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 400,000 shares authorized;
152,652 and 148,575 shares issued and outstanding at
June 30, 2007, and December 31, 2006, respectively
|
|
|
15 |
|
|
|
15 |
|
|
Additional paid-in capital
|
|
|
2,620,247 |
|
|
|
2,493,335 |
|
|
Common stock held in deferred compensation trust
|
|
|
(34,374 |
) |
|
|
(28,335 |
) |
|
Notes receivable from sale of common stock
|
|
|
(2,709 |
) |
|
|
(2,850 |
) |
|
Net unrealized appreciation (depreciation)
|
|
|
(68,060 |
) |
|
|
(123,084 |
) |
|
Undistributed earnings
|
|
|
476,015 |
|
|
|
502,163 |
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
2,991,134 |
|
|
|
2,841,244 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
5,045,488 |
|
|
$ |
4,887,505 |
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
19.59 |
|
|
$ |
19.12 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-75
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months | |
|
For the Six Months | |
|
|
Ended June 30, | |
|
Ended June 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
|
|
$ |
28,540 |
|
|
$ |
23,419 |
|
|
$ |
55,697 |
|
|
$ |
53,565 |
|
|
|
Companies 5% to 25% owned
|
|
|
10,876 |
|
|
|
11,419 |
|
|
|
22,737 |
|
|
|
17,069 |
|
|
|
Companies less than 5% owned
|
|
|
63,398 |
|
|
|
60,595 |
|
|
|
126,363 |
|
|
|
113,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividends
|
|
|
102,814 |
|
|
|
95,433 |
|
|
|
204,797 |
|
|
|
184,314 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
5,417 |
|
|
|
5,649 |
|
|
|
9,406 |
|
|
|
17,736 |
|
|
|
Companies 5% to 25% owned
|
|
|
471 |
|
|
|
1,282 |
|
|
|
499 |
|
|
|
3,998 |
|
|
|
Companies less than 5% owned
|
|
|
8,974 |
|
|
|
8,092 |
|
|
|
10,926 |
|
|
|
15,419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees and other income
|
|
|
14,862 |
|
|
|
15,023 |
|
|
|
20,831 |
|
|
|
37,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
|
117,676 |
|
|
|
110,456 |
|
|
|
225,628 |
|
|
|
221,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
34,336 |
|
|
|
21,861 |
|
|
|
64,624 |
|
|
|
46,346 |
|
|
Employee
|
|
|
28,611 |
|
|
|
20,398 |
|
|
|
50,539 |
|
|
|
41,826 |
|
|
Employee stock options
|
|
|
9,519 |
|
|
|
4,597 |
|
|
|
13,180 |
|
|
|
8,203 |
|
|
Administrative
|
|
|
14,505 |
|
|
|
9,861 |
|
|
|
27,729 |
|
|
|
21,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
86,971 |
|
|
|
56,717 |
|
|
|
156,072 |
|
|
|
117,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income before income taxes
|
|
|
30,705 |
|
|
|
53,739 |
|
|
|
69,556 |
|
|
|
103,897 |
|
Income tax expense (benefit), including excise tax
|
|
|
5,530 |
|
|
|
3,544 |
|
|
|
4,881 |
|
|
|
12,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
25,175 |
|
|
|
50,195 |
|
|
|
64,675 |
|
|
|
91,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized and Unrealized Gains (Losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
67,127 |
|
|
|
95,212 |
|
|
|
65,777 |
|
|
|
528,399 |
|
|
|
Companies 5% to 25% owned
|
|
|
138 |
|
|
|
(74 |
) |
|
|
304 |
|
|
|
(417 |
) |
|
|
Companies less than 5% owned
|
|
|
7,614 |
|
|
|
5,102 |
|
|
|
36,464 |
|
|
|
5,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net realized gains
|
|
|
74,879 |
|
|
|
100,240 |
|
|
|
102,545 |
|
|
|
533,075 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
(10,896 |
) |
|
|
(116,706 |
) |
|
|
55,024 |
|
|
|
(491,254 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net gains (losses)
|
|
|
63,983 |
|
|
|
(16,466 |
) |
|
|
157,569 |
|
|
|
41,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
89,158 |
|
|
$ |
33,729 |
|
|
$ |
222,244 |
|
|
$ |
133,316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$ |
0.59 |
|
|
$ |
0.24 |
|
|
$ |
1.47 |
|
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
0.57 |
|
|
$ |
0.24 |
|
|
$ |
1.44 |
|
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding basic
|
|
|
152,361 |
|
|
|
140,024 |
|
|
|
150,940 |
|
|
|
139,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding diluted
|
|
|
156,051 |
|
|
|
143,213 |
|
|
|
154,446 |
|
|
|
142,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-76
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months | |
|
|
Ended June 30, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in thousands, except per share amounts) |
|
| |
|
| |
|
|
(unaudited) | |
Operations:
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$ |
64,675 |
|
|
$ |
91,495 |
|
|
Net realized gains
|
|
|
102,545 |
|
|
|
533,075 |
|
|
Net change in unrealized appreciation or depreciation
|
|
|
55,024 |
|
|
|
(491,254 |
) |
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
222,244 |
|
|
|
133,316 |
|
|
|
|
|
|
|
|
Shareholder distributions:
|
|
|
|
|
|
|
|
|
|
Common stock dividends
|
|
|
(193,368 |
) |
|
|
(166,632 |
) |
|
|
|
|
|
|
|
|
|
Net decrease in net assets resulting from shareholder
distributions
|
|
|
(193,368 |
) |
|
|
(166,632 |
) |
|
|
|
|
|
|
|
Capital share transactions:
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
93,784 |
|
|
|
82,970 |
|
|
Issuance of common stock in lieu of cash distributions
|
|
|
8,279 |
|
|
|
7,199 |
|
|
Issuance of common stock upon the exercise of stock options
|
|
|
11,967 |
|
|
|
8,226 |
|
|
Stock option expense
|
|
|
13,358 |
|
|
|
8,439 |
|
|
Net decrease in notes receivable from sale of common stock
|
|
|
141 |
|
|
|
498 |
|
|
Purchase of common stock held in deferred compensation trust
|
|
|
(6,166 |
) |
|
|
(4,649 |
) |
|
Distribution of common stock held in deferred compensation trust
|
|
|
127 |
|
|
|
106 |
|
|
Other
|
|
|
(476 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from capital share
transactions
|
|
|
121,014 |
|
|
|
102,789 |
|
|
|
|
|
|
|
|
|
|
Total increase in net assets
|
|
|
149,890 |
|
|
|
69,473 |
|
Net assets at beginning of period
|
|
|
2,841,244 |
|
|
|
2,620,546 |
|
|
|
|
|
|
|
|
Net assets at end of period
|
|
$ |
2,991,134 |
|
|
$ |
2,690,019 |
|
|
|
|
|
|
|
|
Net asset value per common share
|
|
$ |
19.59 |
|
|
$ |
19.17 |
|
|
|
|
|
|
|
|
Common shares outstanding at end of period
|
|
|
152,652 |
|
|
|
140,312 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-77
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended | |
|
|
June 30, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in thousands) |
|
| |
|
| |
|
|
(unaudited) | |
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
|
|
$ |
222,244 |
|
|
$ |
133,316 |
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
Portfolio investments
|
|
|
(659,141 |
) |
|
|
(1,071,243 |
) |
|
|
Principal collections related to investment repayments or sales
|
|
|
735,441 |
|
|
|
769,598 |
|
|
|
Change in accrued or reinvested interest and dividends
|
|
|
(17,714 |
) |
|
|
9,064 |
|
|
|
Net collection (amortization) of discounts and fees
|
|
|
(425 |
) |
|
|
(3,094 |
) |
|
|
Redemption of (investments in) U.S. Treasury bills
|
|
|
|
|
|
|
(22,875 |
) |
|
|
Redemption of (investments in) money market securities
|
|
|
(97,478 |
) |
|
|
25,581 |
|
|
|
Stock option expense
|
|
|
13,358 |
|
|
|
8,439 |
|
|
|
Changes in other assets and liabilities
|
|
|
(28,354 |
) |
|
|
(1,410 |
) |
|
|
Depreciation and amortization
|
|
|
1,022 |
|
|
|
870 |
|
|
|
Realized gains from the receipt of notes and other consideration
from sale of investments, net of collections
|
|
|
(9,201 |
) |
|
|
(217,086 |
) |
|
|
Realized losses
|
|
|
18,057 |
|
|
|
4,405 |
|
|
|
Net change in unrealized (appreciation) or depreciation
|
|
|
(55,024 |
) |
|
|
491,254 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
122,785 |
|
|
|
126,819 |
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Sale of common stock
|
|
|
93,784 |
|
|
|
82,970 |
|
|
Sale of common stock upon the exercise of stock options
|
|
|
11,967 |
|
|
|
8,226 |
|
|
Collections of notes receivable from sale of common stock
|
|
|
141 |
|
|
|
498 |
|
|
Borrowings under notes payable
|
|
|
230,000 |
|
|
|
50,000 |
|
|
Repayments on notes payable and debentures
|
|
|
|
|
|
|
(37,000 |
) |
|
Net borrowings under (repayments on) revolving line of credit
|
|
|
(207,750 |
) |
|
|
(90,000 |
) |
|
Purchase of common stock held in deferred compensation trust
|
|
|
(6,166 |
) |
|
|
(4,649 |
) |
|
Other financing activities
|
|
|
(8,362 |
) |
|
|
(1,590 |
) |
|
Common stock dividends and distributions paid
|
|
|
(192,512 |
) |
|
|
(163,531 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(78,898 |
) |
|
|
(155,076 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
43,887 |
|
|
|
(28,257 |
) |
Cash at beginning of period
|
|
|
1,687 |
|
|
|
31,363 |
|
|
|
|
|
|
|
|
Cash at end of period
|
|
$ |
45,574 |
|
|
$ |
3,106 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-78
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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 |
|
|
|
|
|
|
800 |
|
|
|
800 |
|
|
(Financial Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Capital Senior Debt Fund,
L.P.(5)
|
|
Equity Interests (See Note 3) |
|
|
|
|
|
|
19,080 |
|
|
|
19,252 |
|
|
(Private Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne,
Inc.(7)
|
|
Preferred Stock (12,500 shares) |
|
|
|
|
|
|
611 |
|
|
|
927 |
|
|
(Business Services)
|
|
Common Stock (27,500 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance,
Inc.(7)
|
|
Preferred Stock (1,568 shares) |
|
|
|
|
|
|
2,401 |
|
|
|
|
|
|
(Business Services)
|
|
Common Stock (2,750 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty ($2,401) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc.
|
|
Preferred Stock (100,000 shares) |
|
|
|
|
|
|
12,721 |
|
|
|
|
|
|
(Consumer Products)
|
|
Common Stock (148,838 shares) |
|
|
|
|
|
|
3,847 |
|
|
|
|
|
|
Business Loan Express, LLC
|
|
Class A Equity Interests (25.0% See
Note 3)(6) |
|
|
95,822 |
|
|
|
95,822 |
|
|
|
95,822 |
|
|
(Financial Services)
|
|
Class B Equity Interests |
|
|
|
|
|
|
119,436 |
|
|
|
70,023 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
109,301 |
|
|
|
54,948 |
|
|
|
Guaranty ($208,821 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit
($20,000 See Note 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Calder Capital Partners,
LLC(5)
|
|
Senior Loan (8.0%, Due
5/09)(6) |
|
|
1,952 |
|
|
|
1,952 |
|
|
|
1,952 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,154 |
|
|
|
538 |
|
|
Callidus Capital Corporation
|
|
Senior Loan (12.0%, Due 12/08) |
|
|
700 |
|
|
|
700 |
|
|
|
700 |
|
|
(Financial Services)
|
|
Subordinated Debt (18.0%, Due 10/08) |
|
|
6,292 |
|
|
|
6,292 |
|
|
|
6,292 |
|
|
|
|
Common Stock (100 shares) |
|
|
|
|
|
|
2,067 |
|
|
|
48,341 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt (12.0%, Due 7/11) |
|
|
35,054 |
|
|
|
34,905 |
|
|
|
34,905 |
|
|
(Business Services)
|
|
Subordinated Debt (15.0%, Due 7/11) |
|
|
6,000 |
|
|
|
5,976 |
|
|
|
5,976 |
|
|
|
|
Common Stock (884,880 shares) |
|
|
|
|
|
|
16,648 |
|
|
|
22,510 |
|
|
CR Holding, Inc.
|
|
Subordinated Debt (16.6%, Due 2/13) |
|
|
40,256 |
|
|
|
40,099 |
|
|
|
40,099 |
|
|
(Consumer Products)
|
|
Common Stock (37,200,551 shares) |
|
|
|
|
|
|
33,321 |
|
|
|
38,522 |
|
|
Direct Capital Corporation
|
|
Subordinated Debt (16.0%, Due 3/13) |
|
|
36,227 |
|
|
|
36,058 |
|
|
|
36,058 |
|
|
(Financial Services)
|
|
Common Stock (2,097,234 shares) |
|
|
|
|
|
|
19,250 |
|
|
|
17,166 |
|
|
Financial Pacific Company
|
|
Subordinated Debt (17.4%, Due 2/12 8/12) |
|
|
72,306 |
|
|
|
72,102 |
|
|
|
72,102 |
|
|
(Financial Services)
|
|
Preferred Stock (10,964 shares) |
|
|
|
|
|
|
10,276 |
|
|
|
17,576 |
|
|
|
|
Common Stock (14,735 shares) |
|
|
|
|
|
|
14,819 |
|
|
|
70,473 |
|
|
ForeSite Towers, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
913 |
|
|
(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.
F-79
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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 |
|
|
$ |
15,957 |
|
|
(Business Services)
|
|
Subordinated Debt (17.0%, Due
12/03 9/05)(6) |
|
|
11,339 |
|
|
|
11,336 |
|
|
|
3,221 |
|
|
|
Preferred Equity Interest |
|
|
|
|
|
|
14,067 |
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
1,639 |
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior Loan (10.0%, Due 6/06
12/08)(6) |
|
|
11,792 |
|
|
|
11,794 |
|
|
|
|
|
|
(Business Services)
|
|
Common Stock (1,000 shares) |
|
|
|
|
|
|
6,942 |
|
|
|
|
|
|
Hot Stuff Foods, LLC
|
|
Senior Loan (8.8%, Due 2/11-2/12) |
|
|
49,660 |
|
|
|
49,450 |
|
|
|
49,450 |
|
|
(Consumer Products)
|
|
Subordinated Debt (13.7%, Due 8/12 2/13) |
|
|
61,532 |
|
|
|
61,293 |
|
|
|
48,155 |
|
|
|
|
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) |
|
|
58,949 |
|
|
|
58,686 |
|
|
|
58,686 |
|
|
(Retail)
|
|
Common Stock (415,328 shares) |
|
|
|
|
|
|
41,533 |
|
|
|
43,070 |
|
|
Impact Innovations Group, LLC
|
|
Equity Interests in Affiliate |
|
|
|
|
|
|
|
|
|
|
320 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insight Pharmaceuticals Corporation
|
|
Subordinated Debt (15.0%, Due 9/12) |
|
|
44,257 |
|
|
|
44,123 |
|
|
|
44,569 |
|
|
(Consumer Products)
|
|
Subordinated Debt (19.0%, Due
9/12)(6) |
|
|
16,181 |
|
|
|
16,130 |
|
|
|
16,457 |
|
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
25,000 |
|
|
|
209 |
|
|
|
Common Stock (620,000 shares) |
|
|
|
|
|
|
6,325 |
|
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt (15.5%, Due
3/08)(6) |
|
|
15,692 |
|
|
|
15,692 |
|
|
|
|
|
|
(Industrial Products)
|
|
Preferred Stock (6,460 shares) |
|
|
|
|
|
|
6,460 |
|
|
|
|
|
|
|
|
Common Stock (158,061 shares) |
|
|
|
|
|
|
9,347 |
|
|
|
|
|
|
Legacy Partners Group, Inc.
|
|
Senior Loan (14.0%, Due
5/09)(6) |
|
|
3,843 |
|
|
|
3,843 |
|
|
|
3,843 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
4,261 |
|
|
|
568 |
|
|
Litterer
Beteiligungs-GmbH(4)
|
|
Subordinated Debt (8.0%, Due 3/07) |
|
|
706 |
|
|
|
706 |
|
|
|
706 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
1,809 |
|
|
|
2,906 |
|
|
Mercury Air Centers, Inc.
|
|
Subordinated Debt (16.0%, Due 4/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
11/12) |
|
|
50,361 |
|
|
|
50,252 |
|
|
|
50,252 |
|
|
|
|
Common Stock (57,970 shares) |
|
|
|
|
|
|
35,053 |
|
|
|
269,886 |
|
|
MVL Group, Inc.
|
|
Senior Loan (12.0%, Due 6/09 7/09) |
|
|
30,674 |
|
|
|
30,623 |
|
|
|
30,623 |
|
|
(Business Services)
|
|
Subordinated Debt (14.5%, Due 6/09 7/09) |
|
|
39,687 |
|
|
|
39,364 |
|
|
|
39,364 |
|
|
|
Common Stock (648,661 shares) |
|
|
|
|
|
|
643 |
|
|
|
2,013 |
|
|
Old Orchard Brands, LLC
|
|
Subordinated Debt (18.0%, Due 7/14) |
|
|
19,300 |
|
|
|
19,206 |
|
|
|
19,206 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
18,767 |
|
|
|
18,767 |
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt (15.5%, Due 8/13) |
|
|
38,748 |
|
|
|
38,583 |
|
|
|
38,583 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
21,128 |
|
|
|
27,532 |
|
|
Powell Plant Farms, Inc.
|
|
Senior Loan (15.0%, Due
12/07)(6)(+) |
|
|
12,748 |
|
|
|
12,748 |
|
|
|
12,748 |
|
|
(Consumer Products)
|
|
Preferred Stock (1,483 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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. |
(+)
|
|
Loan repayments of $11.4 million were received on
July 2, 2007. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-80
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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) |
|
$ |
28,084 |
|
|
$ |
27,982 |
|
|
$ |
27,982 |
|
|
(Business Services)
|
|
Common Stock (63,888 shares) |
|
|
|
|
|
|
13,662 |
|
|
|
21,194 |
|
|
Staffing Partners Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc. |
|
Subordinated Debt (13.5%,
Due 1/07)(6) |
|
|
541 |
|
|
|
541 |
|
|
|
549 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Senior Loan (10.0%, Due 5/07 5/09) |
|
|
11,175 |
|
|
|
11,175 |
|
|
|
11,175 |
|
|
(Telecommunications)
|
|
Common Stock (19,180,000 shares) |
|
|
|
|
|
|
37,255 |
|
|
|
17,109 |
|
|
Sweet Traditions, Inc.
|
|
Senior Loan (9.0%, Due
8/11)(6) |
|
|
39,392 |
|
|
|
35,752 |
|
|
|
35,752 |
|
|
(Retail)
|
|
Preferred Stock (961 Shares) |
|
|
|
|
|
|
950 |
|
|
|
950 |
|
|
|
Common Stock (10,000 Shares) |
|
|
|
|
|
|
50 |
|
|
|
50 |
|
|
Triview Investments,
Inc.(8)
|
|
Senior Loan (9.6%, Due 12/07 6/08) |
|
|
14,758 |
|
|
|
14,758 |
|
|
|
14,758 |
|
|
(Broadcasting & Cable/Business |
|
Subordinated Debt (14.7%, Due 1/10 5/17) |
|
|
75,484 |
|
|
|
75,116 |
|
|
|
75,116 |
|
|
Services/Consumer Products) |
|
Subordinated Debt (8.5%, Due 11/07
7/08)(6) |
|
|
5,000 |
|
|
|
5,000 |
|
|
|
5,087 |
|
|
|
|
Common Stock (202 shares) |
|
|
|
|
|
|
110,744 |
|
|
|
47,062 |
|
|
|
Guaranty ($800) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letter of Credit ($200) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
companies more than 25% owned |
|
|
|
|
|
$ |
1,775,496 |
|
|
$ |
1,709,770 |
|
|
Companies 5% to 25% Owned |
|
|
|
|
|
Advantage Sales & Marketing, Inc.
|
|
Subordinated Debt (12.0%, Due 3/14) |
|
$ |
153,856 |
|
|
$ |
153,231 |
|
|
$ |
153,231 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan (8.5%, Due 3/11) |
|
|
1,787 |
|
|
|
1,729 |
|
|
|
1,729 |
|
|
(Healthcare Services) |
|
Equity Interests |
|
|
|
|
|
|
3,470 |
|
|
|
9,200 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock (622 shares) |
|
|
|
|
|
|
622 |
|
|
|
696 |
|
|
(Business Services)
|
|
Common Stock (13,513 shares) |
|
|
|
|
|
|
14 |
|
|
|
100 |
|
|
Amerex Group, LLC
|
|
Subordinated Debt (12.0%, Due 1/13) |
|
|
8,400 |
|
|
|
8,400 |
|
|
|
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
3,509 |
|
|
|
21,787 |
|
|
BB&T Capital Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
(5)
|
|
Equity Interests |
|
|
|
|
|
|
5,873 |
|
|
|
5,608 |
|
|
(Private Equity Fund) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt (14.5%, Due 8/12) |
|
|
24,552 |
|
|
|
24,477 |
|
|
|
24,477 |
|
|
(Industrial Products)
|
|
Common Stock(5,073 shares) |
|
|
|
|
|
|
5,813 |
|
|
|
3,600 |
|
|
BI Incorporated
|
|
Subordinated Debt (13.5%, Due 2/14) |
|
|
30,499 |
|
|
|
30,374 |
|
|
|
30,374 |
|
|
(Business Services)
|
|
Common Stock (40,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
6,800 |
|
|
|
|
|
(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
$68.0 million and a value of $7.4 million, Triax
Holdings, LLC (Consumer Products) with a cost of
$98.9 million and a value of $94.4 million, and
Crescent Hotels & Resorts, LLC and affiliates (Business
Services) with a cost of $38.8 million and a value of
$40.3 million. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-81
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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) |
|
$ |
20,610 |
|
|
$ |
20,513 |
|
|
$ |
20,513 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
4,578 |
|
|
|
6,900 |
|
|
Creative Group, Inc.
|
|
Subordinated Debt (12.0%, Due
9/13)(6) |
|
|
15,000 |
|
|
|
13,686 |
|
|
|
11,198 |
|
|
(Business Services)
|
|
Warrant |
|
|
|
|
|
|
1,387 |
|
|
|
|
|
|
Drew Foam Companies, Inc.
|
|
Preferred Stock (722 shares) |
|
|
|
|
|
|
722 |
|
|
|
428 |
|
|
(Business Services)
|
|
Common Stock (7,287 shares) |
|
|
|
|
|
|
7 |
|
|
|
|
|
|
MedBridge Healthcare, LLC
|
|
Senior Loan (6.0%, Due
8/09)(6) |
|
|
7,164 |
|
|
|
7,164 |
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt (10.0%, Due
8/14)(6) |
|
|
5,184 |
|
|
|
5,184 |
|
|
|
2,129 |
|
|
|
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 |
|
|
|
17,277 |
|
|
(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) |
|
|
19,900 |
|
|
|
19,792 |
|
|
|
19,792 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
940 |
|
|
PresAir LLC
|
|
Senior Loan (7.5%, Due
12/10)(6) |
|
|
5,729 |
|
|
|
5,411 |
|
|
|
2,082 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,341 |
|
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt (16.0%, Due 12/09) |
|
|
7,629 |
|
|
|
7,613 |
|
|
|
7,613 |
|
|
(Consumer Products)
|
|
Preferred Stock (500 shares) |
|
|
|
|
|
|
500 |
|
|
|
1,068 |
|
|
|
Common Stock (197 shares) |
|
|
|
|
|
|
13 |
|
|
|
4,300 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan (11.1%, Due 6/12) |
|
|
1,250 |
|
|
|
1,233 |
|
|
|
1,233 |
|
|
(Healthcare Services)
|
|
Unitranche Debt (11.1%, Due 6/12) |
|
|
12,000 |
|
|
|
11,949 |
|
|
|
11,949 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,720 |
|
|
SGT India Private
Limited(4)
|
|
Common Stock (109,524 shares) |
|
|
|
|
|
|
4,093 |
|
|
|
3,076 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt (12.0%, Due 11/10) |
|
|
14,500 |
|
|
|
13,661 |
|
|
|
13,661 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
2,170 |
|
|
|
2,592 |
|
|
Universal Environmental Services, LLC
|
|
Unitranche Debt (15.5%, Due
2/09)(6) |
|
|
10,989 |
|
|
|
10,963 |
|
|
|
6,010 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
1,810 |
|
|
|
|
|
|
Total
companies 5% to 25% owned |
|
|
|
|
|
$ |
446,746 |
|
|
$ |
418,647 |
|
|
Companies Less Than 5% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3SI Security Systems, Inc.
|
|
Subordinated Debt (14.5%, Due 8/13) |
|
$ |
27,376 |
|
|
$ |
27,268 |
|
|
$ |
27,268 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AgData, L.P.
|
|
Senior Loan (10.3%, Due 7/12) |
|
|
1,726 |
|
|
|
1,694 |
|
|
|
1,694 |
|
|
(Consumer Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Axium Healthcare Pharmacy, Inc.
|
|
Unitranche Debt (12.0%, Due 12/12) |
|
|
8,500 |
|
|
|
8,423 |
|
|
|
8,423 |
|
|
(Healthcare Services)
|
|
Common Stock (26,500 shares) |
|
|
|
|
|
|
2,650 |
|
|
|
1,400 |
|
|
Baird Capital Partners IV Limited
Partnership(5)
(Private Equity Fund)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,557 |
|
|
|
1,298 |
|
|
|
|
|
(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.
F-82
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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 |
|
|
$ |
109,682 |
|
|
$ |
109,682 |
|
|
(Business Services)
|
|
Common Stock (45,528,000
shares)(12) |
|
|
|
|
|
|
45,528 |
|
|
|
56,162 |
|
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letters of Credit ($9,981) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Broadcast Electronics, Inc.
|
|
Senior Loan (9.4%, Due 7/12) |
|
|
4,938 |
|
|
|
4,908 |
|
|
|
4,908 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CDO Fund I, Ltd.
(4)(10)
|
|
Class C Notes (12.9%, Due 12/13) |
|
|
18,800 |
|
|
|
18,940 |
|
|
|
18,988 |
|
|
(CDO/CLO Fund)
|
|
Class D Notes (17.0%, Due 12/13) |
|
|
9,400 |
|
|
|
9,470 |
|
|
|
9,494 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund III,
Ltd.(4)(10) |
|
Preferred Shares (23,600,000 shares, |
|
|
|
|
|
|
|
|
|
|
|
|
|
(CDO/CLO Fund) |
|
15.1%)(11) |
|
|
|
|
|
|
22,158 |
|
|
|
22,947 |
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund IV, Ltd.
(4)(10)
|
|
Income Notes
(13.0%)(11) |
|
|
|
|
|
|
12,492 |
|
|
|
12,143 |
|
|
(CDO/CLO Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLO Fund V,
Ltd.(4)(10)
|
|
Income Notes
(15.8%)(11) |
|
|
|
|
|
|
14,143 |
|
|
|
14,143 |
|
|
(CDO/CLO Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus MAPS CLO Fund I
LLC(10)
|
|
Class E Notes (10.9%, Due 12/17) |
|
|
17,000 |
|
|
|
17,000 |
|
|
|
17,112 |
|
|
(CDO/CLO Fund)
|
|
Income Notes
(11.6%)(11) |
|
|
|
|
|
|
50,515 |
|
|
|
44,672 |
|
|
Callidus MAPS CLO Fund II, Ltd.
(4)(10)
|
|
Income Notes
(14.8%)(11) |
|
|
|
|
|
|
17,396 |
|
|
|
17,396 |
|
|
(CDO/CLO Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Camden Partners Strategic Fund II,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
997 |
|
|
|
2,219 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Wide Plank Floors, Inc.
|
|
Unitranche Debt (10.5%, Due 6/11) |
|
|
3,161 |
|
|
|
3,119 |
|
|
|
3,119 |
|
|
(Consumer Products)
|
|
Preferred Stock (400,000 Shares) |
|
|
|
|
|
|
400 |
|
|
|
600 |
|
|
Catterton Partners V,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,760 |
|
|
|
4,016 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catterton Partners VI,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,573 |
|
|
|
1,454 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centre Capital Investors IV,
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,022 |
|
|
|
2,100 |
|
|
(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 yield earned on 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.
F-83
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
Commercial Credit Group, Inc.
|
|
Subordinated Debt (14.8%, Due 2/11) |
|
$ |
10,000 |
|
|
$ |
9,964 |
|
|
$ |
9,964 |
|
|
(Financial Services)
|
|
Preferred Stock (42,478 shares) |
|
|
|
|
|
|
7,018 |
|
|
|
8,319 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Community Education Centers, Inc.
|
|
Subordinated Debt (13.5%, Due 12/10 11/13) |
|
|
34,814 |
|
|
|
34,732 |
|
|
|
34,732 |
|
|
(Education Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Component Hardware Group, Inc.
|
|
Subordinated Debt (13.5%, Due 1/13) |
|
|
18,295 |
|
|
|
18,218 |
|
|
|
18,218 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cook Inlet Alternative Risk, LLC
|
|
Unitranche Debt (10.8%, Due 4/13) |
|
|
100,000 |
|
|
|
99,484 |
|
|
|
99,484 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
640 |
|
|
|
2,100 |
|
|
Cortec Group Fund IV,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,345 |
|
|
|
2,919 |
|
|
(Private Equity)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CSAV, Inc.
|
|
Subordinated Debt (11.9%, Due 6/13) |
|
|
37,500 |
|
|
|
37,500 |
|
|
|
37,500 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DCWV Acquisition Corporation
|
|
Senior Loan (9.7%, Due 7/12) |
|
|
2,499 |
|
|
|
2,486 |
|
|
|
2,486 |
|
|
(Consumer Products)
|
|
Unitranche Debt (11.0%, Due 7/12) |
|
|
19,363 |
|
|
|
19,276 |
|
|
|
19,276 |
|
|
Digital VideoStream, LLC
|
|
Unitranche Debt (11.0%, Due 2/12) |
|
|
17,886 |
|
|
|
17,790 |
|
|
|
17,790 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10.0%, Due 2/16) |
|
|
3,919 |
|
|
|
3,904 |
|
|
|
3,904 |
|
|
Distant Lands Trading Co.
|
|
Senior Loan (10.2%, Due 11/11) |
|
|
5,750 |
|
|
|
5,711 |
|
|
|
5,711 |
|
|
(Consumer Products)
|
|
Unitranche Debt (11.0%, Due 11/11) |
|
|
42,375 |
|
|
|
42,202 |
|
|
|
42,202 |
|
|
|
|
Common Stock (4,000 shares) |
|
|
|
|
|
|
4,000 |
|
|
|
3,969 |
|
|
Driven Brands, Inc.
|
|
Senior Loan (8.8%, Due 6/11) |
|
|
37,070 |
|
|
|
36,934 |
|
|
|
36,934 |
|
|
d/b/a Meineke and Econo Lube
|
|
Subordinated Debt (12.1%, Due 6/12 6/13) |
|
|
83,000 |
|
|
|
82,719 |
|
|
|
82,719 |
|
|
(Consumer Services)
|
|
Common Stock (11,675,331
shares)(12) |
|
|
|
|
|
|
29,455 |
|
|
|
19,516 |
|
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dynamic India Fund IV
(4)(5)
|
|
Equity Interests |
|
|
|
|
|
|
6,050 |
|
|
|
6,050 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EarthColor, Inc.
|
|
Subordinated Debt (15.0%, Due 11/13) |
|
|
107,000 |
|
|
|
106,516 |
|
|
|
106,516 |
|
|
(Business Services)
|
|
Common Stock
(53,540 shares)(12) |
|
|
|
|
|
|
53,540 |
|
|
|
30,185 |
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
eCentury Capital Partners,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,274 |
|
|
|
2,123 |
|
|
(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.
F-84
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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 |
|
|
|
7,975 |
|
|
|
7,975 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidus Mezzanine Capital,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
3,244 |
|
|
|
3,244 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frozen Specialties, Inc.
|
|
Warrants |
|
|
|
|
|
|
435 |
|
|
|
290 |
|
|
(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) |
|
|
7,921 |
|
|
|
7,713 |
|
|
|
7,713 |
|
|
(Energy Services)
|
|
Warrants |
|
|
|
|
|
|
2,350 |
|
|
|
2,500 |
|
|
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 |
|
|
|
|
|
|
8,723 |
|
|
|
6,745 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Havco Wood Products LLC
|
|
Senior Debt (9.8%, Due 8/11) |
|
|
1,750 |
|
|
|
1,733 |
|
|
|
1,733 |
|
|
(Industrial Products)
|
|
Unitranche Debt (11.5%, Due 8/11) |
|
|
10,350 |
|
|
|
9,481 |
|
|
|
9,481 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
1,055 |
|
|
|
4,000 |
|
|
Haven Eldercare of New England, LLC
|
|
Subordinated Debt (12.0%, Due 8/09) |
|
|
2,227 |
|
|
|
2,227 |
|
|
|
2,227 |
|
|
(Healthcare Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HealthASPex Services Inc.
|
|
Senior Loan (4.0%, Due
7/08)(6) |
|
|
500 |
|
|
|
500 |
|
|
|
441 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Hillman Companies,
Inc.(3)
|
|
Subordinated Debt (10.0%, Due 9/11) |
|
|
44,580 |
|
|
|
44,442 |
|
|
|
44,442 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Homax Group, Inc.
|
|
Senior Loan (9.2%, Due 10/12) |
|
|
12,400 |
|
|
|
12,400 |
|
|
|
12,400 |
|
|
(Consumer Products)
|
|
Subordinated Debt (12.0%, Due 4/14) |
|
|
14,000 |
|
|
|
13,207 |
|
|
|
13,207 |
|
|
|
|
Preferred Stock (89 shares) |
|
|
|
|
|
|
89 |
|
|
|
78 |
|
|
|
|
Common Stock (28 shares) |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
1,106 |
|
|
|
972 |
|
|
Ideal Snacks Corporation
|
|
Senior Loan (10.0%, Due 6/10) |
|
|
33 |
|
|
|
33 |
|
|
|
33 |
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrity Interactive Corporation
|
|
Unitranche Debt (10.5%, Due 2/12) |
|
|
13,759 |
|
|
|
13,646 |
|
|
|
13,646 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International Fiber Corporation
|
|
Subordinated Debt (14.0%, Due 6/12) |
|
|
24,324 |
|
|
|
24,219 |
|
|
|
24,219 |
|
|
(Industrial Products)
|
|
Preferred Stock (25,000 shares) |
|
|
|
|
|
|
2,500 |
|
|
|
2,200 |
|
|
Jones Stephens Corporation
|
|
Senior Loan (8.9%, Due 9/12) |
|
|
5,579 |
|
|
|
5,565 |
|
|
|
5,565 |
|
|
(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. |
|
(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.
F-85
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
K2 Advisors Subsidiary Holdings, LLC
|
|
Senior Loan (8.6%, Due 4/13) |
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
$ |
10,000 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kodiak Fund
LP(5)
|
|
Equity Interests |
|
|
|
|
|
|
9,423 |
|
|
|
8,243 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line-X, Inc.
|
|
Senior Loan (12.0%, Due 8/11) |
|
|
2,200 |
|
|
|
2,183 |
|
|
|
2,183 |
|
|
(Consumer Products)
|
|
Unitranche Debt (12.0% Due 8/11) |
|
|
48,355 |
|
|
|
48,174 |
|
|
|
48,174 |
|
|
|
|
Standby Letter of Credit ($1,500) |
|
|
|
|
|
|
|
|
|
|
|
|
|
MedAssets, Inc.
|
|
Preferred Stock (227,865 shares) |
|
|
|
|
|
|
2,049 |
|
|
|
3,769 |
|
|
(Business Services)
|
|
Common Stock (50,000 shares) |
|
|
|
|
|
|
|
|
|
|
200 |
|
|
Mid-Atlantic Venture Fund IV, L.P.
(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
6,975 |
|
|
|
3,019 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mogas Energy, LLC
|
|
Subordinated Debt (9.5%, Due 8/08) |
|
|
16,285 |
|
|
|
15,125 |
|
|
|
16,285 |
|
|
(Energy Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NetShape Technologies, Inc.
|
|
Senior Debt (8.6%, Due 2/13) |
|
|
5,689 |
|
|
|
5,657 |
|
|
|
5,657 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Hardware Resale, Inc.
|
|
Unitranche Debt (10.5%, Due 12/11) |
|
|
21,086 |
|
|
|
21,204 |
|
|
|
21,204 |
|
|
(Business Services)
|
|
Convertible Subordinated Debt (9.8%, Due 12/15) |
|
|
13,242 |
|
|
|
13,306 |
|
|
|
14,121 |
|
|
Norwesco, Inc.
|
|
Subordinated Debt (12.6%, Due 1/12 7/12) |
|
|
82,703 |
|
|
|
82,421 |
|
|
|
82,421 |
|
|
(Industrial Products)
|
|
Common Stock (559,603
shares)(12) |
|
|
|
|
|
|
38,313 |
|
|
|
96,386 |
|
|
|
Warrants(12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Novak Biddle Venture Partners III,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,910 |
|
|
|
2,007 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oahu Waste Services, Inc.
|
|
Stock Appreciation Rights |
|
|
|
|
|
|
239 |
|
|
|
900 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Odyssey Investment Partners Fund III,
LP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,542 |
|
|
|
1,371 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Passport Health
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications, Inc.
|
|
Subordinated Debt (14.0%, Due 4/12) |
|
|
10,299 |
|
|
|
10,260 |
|
|
|
10,260 |
|
|
(Healthcare Services)
|
|
Preferred Stock (651,381 shares) |
|
|
|
|
|
|
2,000 |
|
|
|
2,325 |
|
|
|
Common Stock (19,680 shares) |
|
|
|
|
|
|
48 |
|
|
|
48 |
|
|
Pendum, Inc.
|
|
Subordinated Debt (17.0%, Due
1/11)(6) |
|
|
34,028 |
|
|
|
34,028 |
|
|
|
18,622 |
|
|
(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.
F-86
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 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 |
|
|
$ |
61,476 |
|
|
$ |
61,476 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,500 |
|
|
|
2,700 |
|
|
Pro Mach, Inc.
|
|
Subordinated Debt (13.0%, Due 6/12) |
|
|
14,489 |
|
|
|
14,427 |
|
|
|
14,427 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,500 |
|
|
|
1,900 |
|
|
Promo Works, LLC
|
|
Unitranche Debt (10.3%, Due 12/11) |
|
|
26,215 |
|
|
|
25,980 |
|
|
|
25,980 |
|
|
(Business Services)
|
|
Guaranty ($900) |
|
|
|
|
|
|
|
|
|
|
|
|
|
S.B. Restaurant Company
|
|
Unitranche Debt (9.8%, Due 4/11) |
|
|
26,501 |
|
|
|
26,226 |
|
|
|
26,226 |
|
|
(Retail)
|
|
Preferred Stock (54,125 shares) |
|
|
|
|
|
|
135 |
|
|
|
135 |
|
|
|
Warrants |
|
|
|
|
|
|
619 |
|
|
|
2,100 |
|
|
|
Standby Letters of Credit ($3,557) |
|
|
|
|
|
|
|
|
|
|
|
|
|
SBBUT, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Center Metals, LLC
|
|
Subordinated Debt (15.5%, Due 9/11) |
|
|
5,000 |
|
|
|
4,979 |
|
|
|
4,979 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
313 |
|
|
|
331 |
|
|
SPP Mezzanine Funding,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
2,207 |
|
|
|
2,604 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SPP Mezzanine Funding II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,990 |
|
|
|
1,690 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stag-Parkway, Inc.
|
|
Unitranche Debt (10.8%, Due 7/12) |
|
|
51,000 |
|
|
|
50,793 |
|
|
|
50,793 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STS Operating, Inc.
|
|
Subordinated Debt (11.0%, Due 1/13) |
|
|
30,386 |
|
|
|
30,262 |
|
|
|
30,262 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Step2 Company, LLC
|
|
Unitranche Debt (10.5%, Due 4/12) |
|
|
51,923 |
|
|
|
51,700 |
|
|
|
51,700 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
2,000 |
|
|
|
2,368 |
|
|
Tradesmen International, Inc.
|
|
Subordinated Debt (12.0%, Due 12/09) |
|
|
9,136 |
|
|
|
8,648 |
|
|
|
8,648 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TransAmerican Auto Parts, LLC
|
|
Subordinated Debt (14.0%, Due 11/12) |
|
|
13,076 |
|
|
|
13,027 |
|
|
|
13,027 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
1,198 |
|
|
|
953 |
|
|
Trover Solutions, Inc.
|
|
Senior Loan (11.1%, Due 5/12 11/12) |
|
|
81,000 |
|
|
|
80,710 |
|
|
|
80,710 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Universal Air Filter Company
|
|
Senior Loan (10.3%, Due 11/12) |
|
|
30,000 |
|
|
|
29,864 |
|
|
|
29,864 |
|
|
(Industrial Products)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Updata Venture Partners II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
4,627 |
|
|
|
4,955 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse-Cibernet Investors, LLC
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
54 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Venturehouse Group,
LLC(5)
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
108 |
|
|
(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. |
The accompanying notes are an integral part of these
consolidated financial statements.
F-87
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 | |
|
|
|
|
| |
Private Finance |
|
|
|
|
Portfolio Company |
|
|
|
(unaudited) | |
(in thousands, except number of shares) |
|
Investment(1)(2) |
|
Principal | |
|
Cost | |
|
Value | |
|
|
|
|
| |
|
| |
|
| |
VICORP Restaurants, Inc.
|
|
Warrants |
|
|
|
|
|
$ |
33 |
|
|
$ |
|
|
|
(Retail)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walker Investment Fund II,
LLLP(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
1,330 |
|
|
|
375 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WMA Equity Corporation and Affiliates
|
|
Subordinated Debt (13.6%, Due 4/13) |
|
$ |
125,000 |
|
|
|
123,932 |
|
|
|
123,932 |
|
|
d/b/a Wear Me Apparel
|
|
Subordinated Debt (9.0%, Due 4/14) |
|
|
12,750 |
|
|
|
12,750 |
|
|
|
12,750 |
|
|
(Consumer Products)
|
|
Common Stock (100 shares) |
|
|
|
|
|
|
46,046 |
|
|
|
46,046 |
|
|
Webster Capital II,
L.P.(5)
|
|
Limited Partnership Interest |
|
|
|
|
|
|
75 |
|
|
|
75 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodstream Corporation
|
|
Subordinated Debt (13.5%, |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
Due 11/12 5/13) |
|
|
53,477 |
|
|
|
53,363 |
|
|
|
53,363 |
|
|
|
|
Common Stock (180 shares) |
|
|
|
|
|
|
673 |
|
|
|
4,897 |
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
3,703 |
|
|
York Insurance Services Group, Inc.
|
|
Subordinated Debt (14.5%, Due 1/14) |
|
|
44,693 |
|
|
|
44,503 |
|
|
|
44,503 |
|
|
(Business Services)
|
|
Common Stock (15,000 shares) |
|
|
|
|
|
|
1,500 |
|
|
|
2,400 |
|
|
Other companies
|
|
Other debt
investments(6) |
|
|
223 |
|
|
|
94 |
|
|
|
89 |
|
|
|
Other equity investments |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
Total
companies less than 5% owned |
|
|
|
|
|
$ |
2,197,112 |
|
|
$ |
2,219,839 |
|
|
Total
private finance (143 portfolio companies) |
|
|
|
|
|
$ |
4,419,354 |
|
|
$ |
4,348,256 |
|
|
|
|
|
|
|
|
(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.
F-88
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF
INVESTMENTS (Continued)
|
|
|
|
|
|
|
|
|
Commercial Real Estate Finance
|
|
|
|
|
|
|
|
|
(in thousands, except number of loans)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 | |
|
|
|
|
|
|
| |
|
|
Interest | |
|
Number of | |
|
(unaudited) | |
|
|
Rate Ranges | |
|
Loans | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Commercial Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Up to 6.99% |
|
|
|
3 |
|
|
$ |
20,416 |
|
|
$ |
19,770 |
|
|
|
|
7.00%8.99% |
|
|
|
9 |
|
|
|
26,118 |
|
|
|
26,118 |
|
|
|
|
9.00%10.99% |
|
|
|
3 |
|
|
|
8,369 |
|
|
|
8,369 |
|
|
|
|
11.00%12.99% |
|
|
|
1 |
|
|
|
10,450 |
|
|
|
10,450 |
|
|
|
15.00% and above |
|
|
2 |
|
|
|
3,970 |
|
|
|
3,970 |
|
|
|
|
Total commercial mortgage
loans(13)
|
|
|
|
|
|
|
18 |
|
|
$ |
69,323 |
|
|
$ |
68,677 |
|
|
Real Estate Owned
|
|
|
|
|
|
|
|
|
|
$ |
15,659 |
|
|
$ |
20,412 |
|
|
Equity
Interests(2)
Companies more than 25% owned |
|
|
|
|
|
$ |
15,823 |
|
|
$ |
33,715 |
|
|
Guarantees ($6,871)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Letter of Credit ($1,295)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial real estate finance
|
|
|
|
|
|
|
|
|
|
$ |
100,805 |
|
|
$ |
122,804 |
|
|
Total portfolio
|
|
|
|
|
|
|
|
|
|
$ |
4,520,159 |
|
|
$ |
4,471,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield | |
|
Cost | |
|
Value | |
|
|
| |
|
| |
|
| |
Liquidity
Portfolio(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Beacon Money Market Select FD Fund
|
|
|
5.2% |
|
|
$ |
86,376 |
|
|
$ |
86,376 |
|
|
Certificate of Deposit (Due September 2007)
|
|
|
5.5% |
|
|
|
60,049 |
|
|
|
60,049 |
|
|
American Beacon Money Market Fund
|
|
|
5.2% |
|
|
|
20,157 |
|
|
|
20,157 |
|
|
SEI Daily Income Tr Prime Obligation Fund
|
|
|
5.2% |
|
|
|
34,150 |
|
|
|
34,150 |
|
|
|
|
Total liquidity portfolio
|
|
|
|
|
|
$ |
200,732 |
|
|
$ |
200,732 |
|
|
Other Investments in Money Market
Securities(14)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia Treasury Reserves Money Market Fund
|
|
|
5.2% |
|
|
$ |
103,675 |
|
|
$ |
103,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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.
F-89
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information at and for the three and six months ended
June 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 June 30, 2007, the
results of operations for the three and six months ended
June 30, 2007 and 2006, and changes in net assets and cash
flows for the six months ended June 30, 2007 and 2006. The
results of operations for the three and six months ended
June 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:
F-90
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
companies more than 25% owned, which represent portfolio
companies where the Company directly or indirectly owns more
than 25% of the outstanding voting securities of such portfolio
company and, therefore, are deemed controlled by the Company
under the 1940 Act; companies owned 5% to 25%, which represent
portfolio companies where the Company directly or indirectly
owns 5% to 25% of the outstanding voting securities of such
portfolio company or where the Company holds one or more seats
on the portfolio companys board of directors and,
therefore, are deemed to be an affiliated person under the 1940
Act; and companies less than 5% owned which represent portfolio
companies where the Company directly or indirectly owns less
than 5% of the outstanding voting securities of such portfolio
company and where the Company has no other affiliations with
such portfolio company. The interest and related portfolio
income and net realized gains (losses) from the commercial real
estate finance portfolio and other sources, 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 |
For loans and debt securities, fair value generally approximates
cost unless the borrowers enterprise value, overall
financial condition or other factors lead to a
F-91
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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 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.
F-92
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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.
Collateralized Debt
Obligations (CDO) and Collateralized Loan
Obligations (CLO)
CDO and CLO bonds and preferred shares/ income notes (CDO/
CLO Assets) are carried at fair value, which is based on a
discounted cash flow model that utilizes prepayment,
re-investment and loss assumptions based on historical
experience and projected performance, economic factors, the
characteristics of the underlying cash flow, and comparable
yields for similar bonds and preferred shares/income notes, when
available. The Company recognizes unrealized appreciation or
depreciation on its CDO/ CLO Assets as comparable yields in the
market change and/or based on changes in estimated cash flows
resulting from changes in prepayment, re-investment or loss
assumptions in the underlying collateral pool. The Company
determines the fair value of its CDO/CLO Assets on an individual
security-by-security basis.
The Company recognizes interest income on the preferred
shares/income notes using the effective interest method, based
on the anticipated yield and the estimated cash flows over the
projected life of the investment. Yields are revised when there
are changes in actual or estimated cash flows due to changes in
prepayments and/or re-investments, credit losses or asset
pricing. Changes in estimated yield are recognized as an
adjustment to the estimated yield over the remaining life of the
preferred share/income note from the date the estimated yield
was changed. CDO and CLO bonds have stated interest rates.
|
|
|
Net Realized Gains or Losses and Net Change in Unrealized
Appreciation or Depreciation |
Realized gains or losses are measured by the difference between
the net proceeds from the repayment or sale and the cost basis
of the investment without regard to unrealized appreciation or
depreciation previously recognized, and include investments
charged off during the period, net of recoveries. Net change in
unrealized appreciation or depreciation primarily reflects the
change in portfolio investment values during the reporting
period, including the reversal of previously recorded unrealized
appreciation or depreciation when gains or losses are realized.
Net change in unrealized appreciation or depreciation also
reflects the change in the value of U.S. Treasury bills and
deposits of
F-93
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
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.
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 Statement). The
Statement was adopted using the modified prospective method of
application, which required the Company to recognize
compensation costs on a prospective basis beginning
January 1, 2006. Accordingly, the Company did not restate
prior year financial statements. Under this method, the
unamortized cost of previously awarded options that were
unvested as of January 1, 2006, is recognized over the
remaining service period in the statement of
F-94
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
operations beginning in 2006, using the fair value amounts
determined for pro forma disclosure under the Statement. 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 six months ended June 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
Employee Stock Option Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previously awarded, unvested options as of January 1, 2006
|
|
$ |
3.3 |
|
|
$ |
3.3 |
|
|
$ |
6.5 |
|
|
$ |
6.7 |
|
|
Options granted on or after January 1, 2006
|
|
|
6.2 |
|
|
|
1.3 |
|
|
|
6.7 |
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total employee stock option expense
|
|
$ |
9.5 |
|
|
$ |
4.6 |
|
|
$ |
13.2 |
|
|
$ |
8.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per basic share
|
|
$ |
0.06 |
|
|
$ |
0.03 |
|
|
$ |
0.09 |
|
|
$ |
0.06 |
|
|
|
Per diluted share
|
|
$ |
0.06 |
|
|
$ |
0.03 |
|
|
$ |
0.09 |
|
|
$ |
0.06 |
|
In addition to the employee stock option expense, for the three
and six months ended June 30, 2007 and 2006, administrative
expense included $0.2 million of expense related to options
granted to directors during each respective period. 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 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 six months ended June 30, 2007
and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
Expected term (in years)
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
5.0 |
|
Risk-free interest rate
|
|
|
4.6 |
% |
|
|
5.0 |
% |
|
|
4.6 |
% |
|
|
4.8 |
% |
Expected volatility
|
|
|
26.5 |
% |
|
|
29.6 |
% |
|
|
26.5 |
% |
|
|
29.6 |
% |
Dividend yield
|
|
|
9.0 |
% |
|
|
9.0 |
% |
|
|
9.0 |
% |
|
|
9.0 |
% |
Weighted average fair value per option
|
|
$ |
2.98 |
|
|
$ |
3.65 |
|
|
$ |
2.98 |
|
|
$ |
3.54 |
|
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
F-95
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
with the expected term. The dividend yield was determined based
on the Companys historical dividend yield over a
historical time period consistent with the expected term.
To determine the stock options expense, the calculated fair
value of the options granted is applied to the options granted,
net of assumed future option forfeitures. The Company estimates
that the employee-related stock option expense under the
Statement that will be recorded in the Companys statement
of operations will be approximately $20.3 million,
$9.2 million, and $2.6 million for the years ended
December 31, 2007, 2008, and 2009, respectively, which
includes approximately $10.9 million, $6.3 million,
and $2.6 million, respectively, related to options granted
since adoption of the Statement (January 1, 2006). This
estimate may change if the Companys assumptions related to
future option forfeitures change. This estimate does not include
any expense related to future stock option grants as the fair
value of those stock options will be determined at the time of
grant. The aggregate total stock option expense remaining as of
June 30, 2007, is expected to be recognized over an
estimated weighted-average period of 1.3 years.
|
|
|
Federal and State Income Taxes and Excise Tax |
The Company intends to comply with the requirements of the
Internal Revenue Code (Code) that are applicable to
regulated investment companies (RIC) and real estate
investment trusts (REIT). ACC and any subsidiaries
that qualify as a RIC or a REIT intend to distribute or retain
through a deemed distribution all of their annual taxable income
to shareholders; therefore, the Company has made no provision
for income taxes exclusive of excise taxes for these entities.
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.
F-96
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
Basic earnings per common share is calculated using the weighted
average number of common shares outstanding for the period
presented. Diluted earnings per common share reflects the
potential dilution that could occur if options to issue common
stock were exercised into common stock. Earnings per share is
computed after subtracting dividends on preferred shares, if any.
|
|
|
Use of Estimates in the Preparation of Financial
Statements |
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.
The consolidated financial statements include portfolio
investments at value of $4.5 billion at both June 30,
2007, and December 31, 2006. At June 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 does not expect the
adoption of this statement to have a significant effect on the
Companys consolidated financial position or its results of
operations.
In February 2007, the FASB issued Statement No. 159, The
Fair Value Option for Financial Assets and Financial
Liabilities Including an Amendment of FASB Statement
No. 115. This statement permits an entity to choose to
measure many financial instruments and certain other items at
fair value. This statement applies to all reporting entities,
and contains financial statement presentation and disclosure
requirements for assets and
F-97
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 2. Summary of Significant Accounting Policies,
continued
liabilities reported at fair value as a consequence of the
election. This statement is effective for fiscal years beginning
after November 15, 2007, and interim periods within those
fiscal years. The Company does not expect the adoption of this
statement to have a significant effect on the Companys
consolidated financial position or its results of operations.
Note 3. Portfolio
At June 30, 2007, and December 31, 2006, the private
finance portfolio consisted of the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Loans and debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior loans
|
|
$ |
451.9 |
|
|
$ |
409.8 |
|
|
|
8.3 |
% |
|
$ |
450.0 |
|
|
$ |
405.2 |
|
|
|
8.4 |
% |
|
Unitranche
debt(2)
|
|
|
686.4 |
|
|
|
681.4 |
|
|
|
11.4 |
% |
|
|
800.0 |
|
|
|
799.2 |
|
|
|
11.2 |
% |
|
Subordinated debt
|
|
|
1,996.1 |
|
|
|
1,892.2 |
|
|
|
12.5 |
% |
|
|
2,038.3 |
|
|
|
1,980.8 |
|
|
|
12.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans and debt securities
(3)
|
|
|
3,134.4 |
|
|
|
2,983.4 |
|
|
|
11.7 |
% |
|
|
3,288.3 |
|
|
|
3,185.2 |
|
|
|
11.9 |
% |
Equity securities
|
|
|
1,285.0 |
|
|
|
1,364.9 |
|
|
|
|
|
|
|
1,209.1 |
|
|
|
1,192.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
4,419.4 |
|
|
$ |
4,348.3 |
|
|
|
|
|
|
$ |
4,497.4 |
|
|
$ |
4,377.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The weighted average yield on loans and debt securities is
computed as the (a) annual stated interest on accruing
loans and debt securities plus the annual amortization of loan
origination fees, original issue discount, and market discount
on accruing loans and debt securities less the annual
amortization of loan origination costs, divided by
(b) total loans and debt securities at value. At
June 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 is computed as of the balance sheet
date. |
|
(2) |
Unitranche debt is a single debt investment that is a blend of
senior and subordinated debt terms. |
|
(3) |
The total principal balance outstanding on loans and debt
securities was $3,157.0 million and $3,322.3 million
at June 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 $22.6 million and
$34.0 million at June 30, 2007, and December 31,
2006, respectively. |
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
F-98
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
the portfolio companys capital structure, and will vary
depending on many factors, including if the Company has received
nominal cost equity or other components of investment return,
such as loan origination fees or market discount. The stated
interest rate may include some component of contractual
payment-in-kind interest, which represents contractual interest
accrued and added to the loan balance that generally becomes due
at maturity.
At June 30, 2007, and December 31, 2006, 90% and 86%,
respectively, of the private finance loans and debt securities
had a fixed rate of interest and 10% 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 generally require payments of both
principal and interest throughout the life of the loan. Senior
loans generally have contractual maturities of three to six
years and interest is generally paid to the Company monthly or
quarterly. Unitranche debt generally carries a fixed rate
of interest and may require payments of both principal and
interest throughout the life of the loan. Unitranche debt
generally has contractual maturities of five to six years and
interest is generally paid to the Company quarterly.
Subordinated debt generally carries a fixed rate of interest
generally with contractual maturities of five to ten years and
generally has interest-only payments in the early years and
payments of both principal and interest in the later years,
although maturities and principal amortization schedules may
vary. Interest is generally paid to the Company quarterly.
Equity securities consist primarily of securities issued by
private companies and may be subject to certain restrictions on
their resale and are generally illiquid. The Company may make
equity investments for minority stakes in portfolio companies or
may receive equity features, such as nominal cost warrants, in
conjunction with its debt investments. The Company may also
invest in the equity (preferred and/or voting or non-voting
common) of a portfolio company where the Companys equity
ownership may represent a significant portion of the equity, but
may or may not represent a controlling interest. If the Company
invests in non-voting equity in a buyout investment, the Company
generally has the option to acquire a controlling stake in the
voting securities of the portfolio company at fair market value.
The Company may incur costs associated with making buyout
investments that will be included in the cost basis of the
Companys equity investment. These include costs such as
legal, accounting and other professional fees associated with
diligence, referral and investment banking fees, and other
costs. Equity securities generally do not produce a current
return, but are held with the potential for investment
appreciation and ultimate gain on sale.
Mercury Air Centers, Inc. At June 30, 2007, the
Companys investment in Mercury Air Centers, Inc. (Mercury)
totaled $85.3 million at cost and $320.1 million at
value, which included unrealized appreciation of
$234.8 million. 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 $159.9 million.
Mercury owns and operates fixed base operations generally under
long-term leases from local airport authorities, which consist
of terminal and hangar complexes that service the needs of the
general aviation community. Mercury is headquartered in Richmond
F-99
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
Heights, OH. The Company completed the purchase of a majority
ownership in Mercury in April 2004.
Total interest and related portfolio income earned from the
Companys investment in Mercury for the three and six
months ended June 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Interest income
|
|
$ |
2.1 |
|
|
$ |
2.4 |
|
|
$ |
4.1 |
|
|
$ |
5.3 |
|
Fees and other income
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
2.2 |
|
|
$ |
2.5 |
|
|
$ |
4.3 |
|
|
$ |
5.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income from Mercury for the three and six months ended
June 30, 2007, included $0.5 million and
$1.0 million, respectively, which was paid in kind.
Interest income from Mercury for the three and six months ended
June 30, 2006, included interest income of
$0.5 million and $1.0 million, respectively, which was
paid in kind. The interest paid in kind was paid to the Company
through the issuance of additional debt.
Net change in unrealized appreciation or depreciation included a
net increase in unrealized appreciation on the Companys
investment in Mercury of $18.2 million and
$74.9 million for the three and six months ended
June 30, 2007, respectively. Net change in unrealized
appreciation or depreciation included a decrease in unrealized
appreciation of $0.4 million and a net increase in
unrealized appreciation of $4.3 million for the three and
six months ended June 30, 2006, respectively.
In April 2007, the Company signed a definitive agreement to sell
its majority equity interest in Mercury. Based on this
definitive agreement, which was amended in June 2007 to increase
the sales price, Mercury is expected to sell for an enterprise
value of approximately $451 million, subject to
pre-and post-closing
adjustments. In connection with the transaction, the Company
expects to be repaid approximately $51 million of
subordinated debt outstanding to Mercury at closing. The
transaction is expected to close in the third quarter of 2007
upon satisfying certain closing conditions, including regulatory
approvals.
Business Loan Express, LLC. BLX originates, sells,
and services primarily real estate secured loans, including real
estate secured conventional small business loans, Small Business
Administrations 7(a) loans and small investment real
estate loans. BLX is headquartered in New York, NY.
The Companys investment in BLX totaled $324.6 million
at cost and $220.8 million at value, which included
unrealized depreciation of $103.8 million, at June 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 six
months 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
F-100
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
invested $3.0 million in the form of Class A equity
interests in BLX. The Company agreed to purchase these interests
for cash at fair value in the event that BLX amends or otherwise
restructures its existing senior credit facility or he is
terminated for any reason. The purpose of these additional
investments was to fund payments to the SBA in the first quarter
of 2007 discussed below and to provide additional equity capital
to BLX.
Total interest and related portfolio income earned from the
Companys investment in BLX for the three and six months
ended June 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the | |
|
|
|
|
Three | |
|
For the Six | |
|
|
Months | |
|
Months | |
|
|
Ended | |
|
Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
Interest income on subordinated debt and Class A equity
interests
|
|
$ |
|
|
|
$ |
4.0 |
|
|
$ |
|
|
|
$ |
7.8 |
|
Fees and other income
|
|
|
1.3 |
|
|
|
2.0 |
|
|
|
2.8 |
|
|
|
4.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and related portfolio income
|
|
$ |
1.3 |
|
|
$ |
6.0 |
|
|
$ |
2.8 |
|
|
$ |
12.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income from BLX for the three and six
months ended June 30, 2006, included interest income of
$1.9 million and $3.7 million, respectively, which was
paid in kind. The interest paid in kind was paid to the Company
through the issuance of additional equity interests. In the
fourth quarter of 2006, the Company placed its investment in
BLXs 25% Class A equity interests on non-accrual
status. As a result, there was no interest income from the
Companys investment in BLX for the three or six months
ended June 30, 2007, and this resulted in lower interest
income from the Companys investment in BLX for the first
six months of 2007 as compared to the first six months of 2006.
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 $2.8 million for the three and six months ended
June 30, 2007, respectively, and $1.6 million and
$3.1 million for the three and six months ended
June 30, 2006, respectively, which were included in fees
and other income. Other assets included a receivable from BLX
for $2.8 million related to these fees at June 30,
2007. The remaining fees and other income relate to management
fees from BLX. The Company did not charge a management fee to
BLX in the first or second quarter of 2007.
Net change in unrealized appreciation or depreciation included a
net increase in unrealized depreciation on the Companys
investment in BLX of $19.1 million for both the three and
six months ended June 30, 2007. Net change in unrealized
appreciation or depreciation for the three and six months ended
June 30, 2006, included a net decrease in unrealized
appreciation of $10.9 million and $33.6 million,
respectively, on the Companys investment in BLX.
BLX is a national, non-bank lender that participates in the
SBAs 7(a) Guaranteed Loan Program and is licensed by
the SBA as a Small Business Lending Company
F-101
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
(SBLC). The Office of the Inspector General of the SBA (OIG) and
the United States Secret Service are conducting an ongoing
investigation of allegedly fraudulently obtained SBA-guaranteed
loans issued by BLX. Specifically, on or about January 9,
2007, BLX became aware of an indictment captioned as the United
States v. Harrington,
No. 2:06-CR-20662
pending in the United States District Court for the Eastern
District of Michigan. The indictment alleges that a former BLX
employee in the Detroit office engaged in the fraudulent
origination of loans guaranteed, in substantial part, by the
SBA. The Company understands that BLX is working cooperatively
with the U.S. Attorneys Office and the investigating
agencies with respect to this matter. The OIG and the U.S.
Department of Justice are also conducting a civil investigation
of BLXs lending practices in various jurisdictions. 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 are ongoing.
As an SBA lender, BLX is also subject to other SBA and OIG
audits, investigations, and reviews. These investigations,
audits and reviews, changes in the laws or regulations that
govern SBLCs or the SBA 7(a) Guaranteed Loan Program, or
changes in government funding for this program could have a
material adverse impact on BLX and, as a result, could
negatively affect the Companys financial results. The
Company has considered BLXs current regulatory issues and
ongoing investigations and litigation in performing the
valuation of BLX at June 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 inquiry by the United States Attorneys
Office for the Eastern District of Michigan. As part of the
SBAs increased oversight, the agreement provides that any
loans originated and closed by BLX during the term of the
agreement will be reviewed by an independent third party
selected by the SBA prior to the sale of such loans into the
secondary market. The agreement also requires BLX to repurchase
the guaranteed portion of certain loans that default after
having been sold into the secondary market, and subjects such
loans to a similar third party review prior to any reimbursement
of BLX by the SBA. In connection with this agreement, BLX also
entered into an escrow agreement with the SBA and an escrow
agent in which BLX agreed to deposit $10 million with the
escrow agent for any additional payments BLX may be obligated to
pay to the SBA in the future. BLX remains subject to SBA rules
and regulations and as a result may be required to make
additional payments to the SBA in the ordinary course of
business. The agreement states that nothing in the agreement
shall affect the rights of BLX to securitize or service its
loans. Notwithstanding the foregoing, BLX and the SBA are
conducting ongoing discussions with respect to BLXs
ability to securitize the unguaranteed portions of SBA loans in
accordance with the requirements of the SBA regulations.
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
F-102
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
the warehouse facility, and the current extension expires on
August 30, 2007. BLX is in negotiations with the warehouse
facility providers to renew and amend the facility for an
additional one-year term, subject to satisfactory conclusion of
discussions with the SBA with respect to BLXs ability to
securitize the unguaranteed portions of SBA loans. If the
current facility were to expire without renewal, the 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 reach agreement with the SBA on
BLXs ability to securitize the unguaranteed portions of
SBA loans 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 June 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. The Company has
provided an unconditional guaranty to these revolving credit
facility lenders in an amount equal to 50% of the total
obligations (consisting of principal, letters of credit issued
under the facility, accrued interest, and other fees) of BLX
under this facility. At June 30, 2007, the principal amount
outstanding on the revolving credit facility was $357.7 million
and letters of credit issued under the facility were
$52.9 million. The total obligation guaranteed by us at
June 30, 2007, was $205.8 million. At June 30,
2007, the Company had also provided four standby letters of
credit totaling $20.0 million in connection with four term
securitization transactions completed by BLX.
The guaranty on the BLX revolving line of credit facility can be
called by the lenders in the event of a default, which includes
certain defaults under the Companys revolving credit
facility. Among other requirements, the BLX facility requires
that BLX maintain compliance with certain financial covenants
such as interest coverage, maximum debt to net worth, asset
coverage, and maintenance of certain asset quality metrics. In
addition, BLX would have an event of default if BLX failed to
maintain its lending status with the SBA and such failure could
reasonably be expected to result in a material adverse effect on
BLX, or if BLX failed to maintain certain financing programs for
the sale or long-term funding of BLXs loans. In June 2007,
BLX received waivers until September 30, 2007, from its
lenders with respect to (i) non-compliance with certain
facility covenants and (ii) the requirement for BLX to
maintain certain financing programs for SBA loans. The waivers
regarding financing programs for SBA loans provide that BLX may
retain unguaranteed portions of SBA loans on its balance sheet
until September 30, 2007. 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
F-103
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 at subsequent quarter ends, BLX
would be in default under the credit facility.
The current market conditions for small business loans remain
very competitive, and as a result, BLX continues to experience
high loan prepayments in its securitized loan portfolio. This
competitive environment combined with BLXs liquidity
constraints has restrained BLXs ability to grow its loan
origination volume. Due to the changes in BLXs operations,
the status of its current financing facilities and the effect of
BLXs current regulatory issues, ongoing investigations and
litigation, the Company is in the process of working with BLX
with respect to various potential strategic alternatives
including, but not limited to, recapitalization, restructuring,
joint venture or sale or divestiture of BLX or some or all of
its assets. The ultimate resolution of these matters could have
a material adverse impact on BLXs financial condition,
and, as a result, our financial results could be negatively
affected.
On or about January 16, 2007, BLX and Business
Loan Center LLC (BLC) became aware of a lawsuit
titled, United States, ex rel James R. Brickman and Greenlight
Capital, Inc. v. Business Loan Express LLC f/k/a
Business Loan Express, Inc.; Business Loan Center LLC
f/k/a Business Loan Center, Inc.; Robert Tannenhauser;
Matthew McGee; and George Harrigan, 05-CV-3147 (JEC), that is
pending in the United States District Court for the Northern
District of Georgia. The complaint includes allegations arising
under the False Claims Act and relating to alleged fraud in
connection with SBA guarantees on shrimp vessel loans made by
BLX and BLC. On April 9, 2007, BLX, BLC and the other
defendants filed motions to dismiss the complaint in its
entirety. The motions are pending.
At December 31, 2006, the Company held all of BLXs
Class A and Class B equity interests, and 94.9% of the
Class C equity interests. At June 30, 2007, the
Company held 97.0% 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
F-104
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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
June 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.
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 is 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 June 30, 2007, the amount of the escrow
included in other assets in the accompanying consolidated
balance sheet was approximately $24 million.
Total interest and related portfolio income earned from the
Companys investment in Advantage while the Company held a
majority equity interest for the six months ended June 30,
2006, was $14.1 million. Net change in unrealized
appreciation or depreciation for the six months ended
June 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.
F-105
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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
$153.2 million at cost and $164.2 million at value at
June 30, 2007, and $151.6 million at cost and
$162.6 million at value at December 31, 2006. This
investment was included in companies 5% to 25% owned in the
consolidated financial statements as the Company continues to
hold a seat on Advantages board of directors.
Collateralized Loan Obligations (CLOs) and
Collateralized Debt Obligations (CDOs). At
June 30, 2007, and December 31, 2006, the Company
owned bonds and preferred shares/income notes in CLOs and a CDO
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
|
|
Cost | |
|
Value | |
|
Yield(1) | |
|
Cost | |
|
Value | |
|
Yield(1) | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Bonds(2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CDO Fund I, Ltd.
|
|
$ |
28.4 |
|
|
$ |
28.5 |
|
|
|
14.3% |
|
|
$ |
28.4 |
|
|
$ |
28.4 |
|
|
|
14.3% |
|
Callidus MAPS CLO Fund I LLC
|
|
|
17.0 |
|
|
|
17.1 |
|
|
|
10.9% |
|
|
|
17.0 |
|
|
|
17.2 |
|
|
|
10.9% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total bonds
|
|
|
45.4 |
|
|
|
45.6 |
|
|
|
13.0% |
|
|
|
45.4 |
|
|
|
45.6 |
|
|
|
13.0% |
|
Preferred Shares/ Income
Notes(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Callidus Debt Partners CLO Fund III, Ltd.
|
|
|
22.2 |
|
|
|
23.0 |
|
|
|
15.1% |
|
|
|
23.3 |
|
|
|
23.0 |
|
|
|
12.7% |
|
Callidus Debt Partners CLO Fund IV, Ltd.
|
|
|
12.5 |
|
|
|
12.1 |
|
|
|
13.0% |
|
|
|
13.0 |
|
|
|
13.0 |
|
|
|
13.8% |
|
Callidus Debt Partners CLO Fund V, Ltd.
|
|
|
14.1 |
|
|
|
14.1 |
|
|
|
15.8% |
|
|
|
13.8 |
|
|
|
13.8 |
|
|
|
15.8% |
|
Callidus MAPS CLO Fund I LLC
|
|
|
50.5 |
|
|
|
44.7 |
|
|
|
11.6% |
|
|
|
51.0 |
|
|
|
47.4 |
|
|
|
15.9% |
|
Callidus MAPS CLO Fund II, Ltd.
|
|
|
17.4 |
|
|
|
17.4 |
|
|
|
14.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total preferred shares/ income notes
|
|
|
116.7 |
|
|
|
111.3 |
|
|
|
13.5% |
|
|
|
101.1 |
|
|
|
97.2 |
|
|
|
14.8% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
162.1 |
|
|
$ |
156.9 |
|
|
|
|
|
|
$ |
146.5 |
|
|
$ |
142.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The yield on these securities is included in interest and
dividend income in the accompanying statement of operations. |
|
(2) |
These securities are included in private finance subordinated
debt. |
|
(3) |
These securities are included in private finance equity
securities. |
The initial yields on the CLO and CDO preferred shares and
income notes are based on the estimated future cash flows from
the underlying collateral assets expected to be paid to these
CLO and CDO classes. As each CLO and CDO preferred share or
income note ages, the estimated future cash flows are updated
based on the estimated performance of the underlying collateral
assets, and the respective yield is adjusted as necessary. As
future cash flows are subject to uncertainties and contingencies
that are difficult to predict and are subject to future events
that may alter current assumptions, no assurance can be given
that the anticipated yields to maturity will be achieved.
F-106
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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 June 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 both June 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 92% of the face value of the securities
issued in these CLOs.
At June 30, 2007, and December 31, 2006, the
underlying collateral assets of these CLO and CDO investments,
consisting primarily of senior debt, were issued by
495 issuers and 465 issuers, respectively, and had balances
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Bonds
|
|
$ |
268.0 |
|
|
$ |
245.4 |
|
Syndicated loans
|
|
|
2,136.4 |
|
|
|
1,769.9 |
|
Cash(1)
|
|
|
33.3 |
|
|
|
59.5 |
|
|
|
|
|
|
|
|
|
Total underlying collateral assets
|
|
$ |
2,437.7 |
|
|
$ |
2,074.8 |
|
|
|
|
|
|
|
|
|
|
(1) |
Includes undrawn liability amounts. |
At June 30, 2007, there were no delinquencies in the
underlying collateral assets of the CLO and CDO issuances owned
by the Company. At December 31, 2006, there was one
defaulted obligor in the underlying collateral assets of
Callidus MAPS CLO Fund I LLC. There were no other
delinquencies in the underlying collateral assets in the other
CLO and CDO issuances owned by the Company. At December 31,
2006, the total face value of defaulted obligations was
$9.6 million, or approximately 0.5% of the total underlying
collateral assets.
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 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 June 30, 2007,
the Companys investment in the Fund totaled
$19.1 million at cost and $19.3 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 performance benchmarks. The
value of the Companys investment in the Fund is based on
the net asset
F-107
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
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
$183 million of seasoned assets with a weighted average
yield of 10.3% to a warehouse financing vehicle associated with
the Fund. The Company may sell additional loans to the Fund or
the warehouse financing vehicle.
Loans and Debt Securities on Non-Accrual Status.
At June 30, 2007, and December 31, 2006, private
finance loans and debt securities at value not accruing interest
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
Loans and debt securities in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
$ |
20.4 |
|
|
$ |
51.1 |
|
|
Companies 5% to 25% owned
|
|
|
27.5 |
|
|
|
4.0 |
|
|
Companies less than 5% owned
|
|
|
22.7 |
|
|
|
31.6 |
|
Loans and debt securities not in workout status
|
|
|
|
|
|
|
|
|
|
Companies more than 25% owned
|
|
|
171.0 |
|
|
|
87.1 |
|
|
Companies 5% to 25% owned
|
|
|
18.3 |
|
|
|
7.2 |
|
|
Companies less than 5% owned
|
|
|
19.1 |
|
|
|
38.9 |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
279.0 |
|
|
$ |
219.9 |
|
|
|
|
|
|
|
|
F-108
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 June 30, 2007, and December 31, 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Industry
|
|
|
|
|
|
|
|
|
Business services
|
|
|
39 |
% |
|
|
39 |
% |
Consumer products
|
|
|
23 |
|
|
|
20 |
|
Financial services
|
|
|
12 |
|
|
|
9 |
|
Industrial products
|
|
|
10 |
|
|
|
9 |
|
Retail
|
|
|
4 |
|
|
|
6 |
|
CDO/CLO
funds(1)
|
|
|
4 |
|
|
|
3 |
|
Consumer services
|
|
|
3 |
|
|
|
6 |
|
Healthcare services
|
|
|
1 |
|
|
|
3 |
|
Energy services
|
|
|
1 |
|
|
|
2 |
|
Other
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic
Region(2)
|
|
|
|
|
|
|
|
|
Mid-Atlantic
|
|
|
36 |
% |
|
|
31 |
% |
Midwest
|
|
|
30 |
|
|
|
30 |
|
Southeast
|
|
|
17 |
|
|
|
18 |
|
West
|
|
|
15 |
|
|
|
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 June 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
|
|
$ |
69.3 |
|
|
$ |
68.7 |
|
|
|
6.6% |
|
|
$ |
72.6 |
|
|
$ |
71.9 |
|
|
|
7.5% |
|
Real estate owned
|
|
|
15.7 |
|
|
|
20.4 |
|
|
|
|
|
|
|
15.7 |
|
|
|
19.6 |
|
|
|
|
|
Equity interests
|
|
|
15.8 |
|
|
|
33.7 |
|
|
|
|
|
|
|
15.2 |
|
|
|
26.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
100.8 |
|
|
$ |
122.8 |
|
|
|
|
|
|
$ |
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 |
F-109
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 3. Portfolio, continued
|
|
|
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.
|
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 June 30, 2007, and
December 31, 2006, approximately 90% and 96%, respectively,
of the Companys commercial mortgage loan portfolio was
composed of fixed rate loans and approximately 10% and 4%,
respectively, was composed of adjustable rate loans. At
June 30, 2007, and December 31, 2006, loans with a
value of $19.1 million and $18.9 million,
respectively, were not accruing interest. Loans greater than
120 days delinquent generally do not accrue interest.
Equity interests consist primarily of equity securities issued
by privately owned companies that invest in single real estate
properties. These equity interests may be subject to certain
restrictions on their resale and are generally illiquid. Equity
interests generally do not produce a current return, but are
generally held in anticipation of investment appreciation and
ultimate realized gain on sale.
The property types and the geographic composition securing the
commercial mortgage loans and equity interests at value at
June 30, 2007, and December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
|
|
| |
|
| |
Property Type
|
|
|
|
|
|
|
|
|
Hospitality
|
|
|
47 |
% |
|
|
45 |
% |
Office
|
|
|
21 |
|
|
|
20 |
|
Retail
|
|
|
17 |
|
|
|
19 |
|
Recreation
|
|
|
13 |
|
|
|
1 |
|
Housing
|
|
|
|
|
|
|
13 |
|
Other
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
Geographic Region
|
|
|
|
|
|
|
|
|
Mid-Atlantic
|
|
|
36 |
% |
|
|
35 |
% |
Southeast
|
|
|
34 |
|
|
|
36 |
|
Midwest
|
|
|
23 |
|
|
|
21 |
|
Northeast
|
|
|
7 |
|
|
|
8 |
|
West
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
F-110
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt
At June 30, 2007, and December 31, 2006, the Company
had the following debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
2006 |
|
|
|
|
|
|
|
|
|
Annual |
|
|
|
Annual |
|
|
Facility |
|
Amount |
|
Interest |
|
Facility |
|
Amount |
|
Interest |
|
|
Amount |
|
Drawn |
|
Cost(1) |
|
Amount |
|
Drawn |
|
Cost(1) |
($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable and debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Privately issued unsecured notes payable
|
|
$ |
1,041.8 |
|
|
$ |
1,041.8 |
|
|
|
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
|
|
|
1,921.8 |
|
|
|
1,921.8 |
|
|
|
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
|
|
$ |
2,844.3 |
|
|
$ |
1,921.8 |
|
|
|
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
June 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 $3.8 million and $3.9 million at
June 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 June 30, 2007, $886.0 million remained unused and
available on the revolving line of credit, net of amounts
committed for standby letters of credit of $36.5 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 June 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 $15.2 million. The notes
have fixed interest rates and have substantially the same terms
as the Companys other unsecured notes. The Euro notes
require annual interest payments and the Sterling notes require
semi-annual interest payments until maturity. Simultaneous with
issuing the notes, the Company entered into a cross currency
swap with a financial institution which fixed the Companys
interest and principal payments in U.S. dollars for the
life of the debt.
F-111
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
Publicly Issued Unsecured Notes Payable. At
June 30, 2007, the Company had outstanding publicly issued
unsecured notes as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Amount | |
|
Maturity Date | |
($ 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 |
|
|
|
|
|
|
|
|
|
|
|
|
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 $29.1 million. Net
proceeds are net of underwriting discounts and estimated
offering expenses.
The 6.875% Notes due 2047 require payment of interest only
quarterly, and all principal is due upon maturity. The Company
may redeem these notes in whole or in part at any time or from
time to time on or after April 15, 2012, at par and upon
the occurrence of certain tax events as stipulated in the notes.
Scheduled Maturities. Scheduled future maturities
of notes payable at June 30, 2007, were as follows:
|
|
|
|
|
|
Year |
|
Amount Maturing | |
|
|
| |
|
|
($ in millions) | |
2007
|
|
$ |
|
|
2008
|
|
|
153.0 |
|
2009
|
|
|
269.3 |
|
2010
|
|
|
408.0 |
|
2011
|
|
|
472.5 |
|
Thereafter
|
|
|
619.0 |
|
|
|
|
|
|
|
Total
|
|
$ |
1,921.8 |
|
|
|
|
|
F-112
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
At June 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 $3.8 million and
$3.9 million at June 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.
The average debt outstanding on the revolving line of credit was
$93.5 million and $201.7 million, respectively, for
the six months ended June 30, 2007 and 2006. The maximum
amount borrowed under this facility and the weighted average
stated interest rate for the six months ended June 30, 2007
and 2006, were $225.5 million and 6.4%, respectively, and
$540.3 million and 6.0%, respectively. At June 30,
2007, the amount available under the revolving line of credit
was $886.0 million, net of amounts committed for standby
letters of credit of $36.5 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 June 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 June 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
F-113
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 4. Debt, continued
Company Act of 1940, as amended, while these notes are
outstanding. As of June 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 June 30, 2007, and
December 31, 2006, the Company had issued guarantees of
debt, rental obligations, and lease obligations aggregating
$220.9 million and $202.1 million, respectively, and
had extended standby letters of credit aggregating
$36.5 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
$257.4 million and $243.1 million at June 30,
2007, and December 31, 2006, respectively.
As of June 30, 2007, the guarantees and standby letters of
credit expired as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 |
|
2011 | |
|
After 2011 | |
(in millions) |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
|
| |
Guarantees
|
|
$ |
220.9 |
|
|
$ |
3.3 |
|
|
$ |
3.0 |
|
|
$ |
208.3 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
Standby letters of
credit(1)
|
|
|
36.5 |
|
|
|
3.9 |
|
|
|
32.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total(2)
|
|
$ |
257.4 |
|
|
$ |
7.2 |
|
|
$ |
35.6 |
|
|
$ |
208.3 |
|
|
$ |
|
|
|
$ |
4.4 |
|
|
$ |
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Standby letters of credit are issued under the Companys
revolving line of credit that expires in September 2008.
Therefore, unless a standby letter of credit is set to expire at
an earlier date, it is assumed that the standby letters of
credit will expire contemporaneously with the expiration of the
Companys line of credit in September 2008. |
|
(2) |
The Companys most significant commitments relate to its
investment in Business Loan Express, LLC (BLX), which
commitments totaled $228.8 million at June 30, 2007.
At June 30, 2007, the Company guaranteed 50% of the
outstanding total obligations on BLXs revolving line of
credit, which expires in March 2009, for a total guaranteed
amount of $205.8 million and had also provided four standby
letters of credit totaling $20.0 million in connection with
four term securitizations completed by BLX. In addition, the
Company has agreed to purchase the $3.0 million of
Class A equity interests purchased by the chief executive
officer of BLX at fair value in the event that BLX amends or
otherwise restructures its existing senior credit facility or he
is terminated for any reason. See Note 3. |
In the ordinary course of business, the Company enters into
agreements with service providers and other parties that may
contain provisions for the Company to indemnify or guaranty
certain minimum fees to such parties under certain circumstances.
At June 30, 2007, the Company had outstanding commitments
to fund investments totaling $450.2 million, including
$406.4 million related to private finance investments and
$43.8 related to commercial real estate finance investments.
F-114
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 6. Shareholders Equity
Sales of common stock for the six months ended June 30,
2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 | |
|
2006 | |
(in millions) |
|
| |
|
| |
Number of common shares
|
|
|
3,325 |
|
|
|
3,000 |
|
|
|
|
|
|
|
|
Gross proceeds
|
|
$ |
97,256 |
|
|
$ |
87,750 |
|
Less costs, including underwriting fees
|
|
|
(3,472 |
) |
|
|
(4,780 |
) |
|
|
|
|
|
|
|
|
Net proceeds
|
|
$ |
93,784 |
|
|
$ |
82,970 |
|
|
|
|
|
|
|
|
The Company issued 0.5 million and 0.4 million shares
of common stock upon the exercise of stock options during the
six months ended June 30, 2007 and 2006, respectively. 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 which expired on
July 18, 2007. See Note 9.
The Company has a dividend reinvestment plan, whereby the
Company may buy shares of its common stock in the open market or
issue new shares in order to satisfy dividend reinvestment
requests. If the Company issues new shares, the issue price is
equal to the average of the closing sale prices reported for the
Companys common stock for the five consecutive trading
days immediately prior to the dividend payment date. For the six
months ended June 30, 2007 and 2006, the Company issued new
shares in order to satisfy dividend reinvestment requests.
Dividend reinvestment plan activity for the six months ended
June 30, 2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Six | |
|
|
Months Ended | |
|
|
June 30, | |
|
|
| |
|
|
2007 | |
|
2006 | |
(in millions, except per share amounts) |
|
| |
|
| |
Shares issued
|
|
|
0.3 |
|
|
|
0.2 |
|
Average price per share
|
|
$ |
30.23 |
|
|
$ |
29.63 |
|
F-115
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 7. Earnings Per Common Share
Earnings per common share for the three and six months ended
June 30, 2007 and 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
(in millions, except per share amounts) |
|
| |
|
| |
|
| |
|
| |
Net increase in net assets resulting from operations
|
|
$ |
89.2 |
|
|
$ |
33.7 |
|
|
$ |
222.2 |
|
|
$ |
133.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding basic
|
|
|
152.4 |
|
|
|
140.0 |
|
|
|
150.9 |
|
|
|
139.4 |
|
Dilutive options outstanding
|
|
|
3.7 |
|
|
|
3.2 |
|
|
|
3.5 |
|
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding diluted
|
|
|
156.1 |
|
|
|
143.2 |
|
|
|
154.4 |
|
|
|
142.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share
|
|
$ |
0.59 |
|
|
$ |
0.24 |
|
|
$ |
1.47 |
|
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share
|
|
$ |
0.57 |
|
|
$ |
0.24 |
|
|
$ |
1.44 |
|
|
$ |
0.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
June 30, 2007, and December 31, 2006, totaled
$21.2 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 of Directors has
approved non-qualified deferred compensation plans
(DCP II), which are managed through a trust by
a third-party trustee. The administrator of the DCP II is
the Compensation Committee of the Companys Board of
Directors (DCP II Administrator).
The IPA is generally determined annually at the beginning of
each year but may be adjusted throughout the year. The IPA is
deposited in the trust in four equal installments, generally on
a quarterly basis, in the form of cash. The Compensation
Committee of the Board of Directors designed the DCP II to
require the trustee to use the cash to purchase shares of the
Companys common stock in the open market. During both the
six months ended June 30, 2007 and 2006, 0.2 million
shares were purchased in the DCP II.
All amounts deposited and then credited to a participants
account in the trust, based on the amount of the IPA received by
such participant, are credited solely for purposes of accounting
and computation and remain assets of the Company and subject to
the claims of the Companys general creditors. Amounts
credited to participants under the DCP II are immediately
vested and generally non-forfeitable once deposited by the
Company into
F-116
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
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 June 30, 2007,
and December 31, 2006, common stock held in DCP II was
$34.4 million and $28.3 million, respectively, and the
IPA liability was $38.6 million and $33.9 million,
respectively. At June 30, 2007, and December 31, 2006,
the DCP II held 1.2 million shares and
1.0 million shares, respectively, of the Companys
common stock.
The IPA expense for the three and six months ended June 30,
2007 and 2006, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three | |
|
For the Six | |
|
|
Months Ended | |
|
Months Ended | |
|
|
June 30, | |
|
June 30, | |
|
|
| |
|
| |
|
|
2007 | |
|
2006 | |
|
2007 | |
|
2006 | |
($ in millions) |
|
| |
|
| |
|
| |
|
| |
IPA contributions
|
|
$ |
2.4 |
|
|
$ |
2.1 |
|
|
$ |
4.9 |
|
|
$ |
3.8 |
|
IPA mark to market expense (benefit)
|
|
|
2.4 |
|
|
|
(1.5 |
) |
|
|
(1.6 |
) |
|
|
(0.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total IPA expense (benefit)
|
|
$ |
4.8 |
|
|
$ |
0.6 |
|
|
$ |
3.3 |
|
|
$ |
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company also has an individual performance bonus
(IPB), which is distributed in cash to award
recipients equally throughout the year (beginning in February of
each year) as long as the recipient remains employed by the
Company. If a recipient terminates
F-117
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 8. Employee Compensation Plans, continued
employment during the year, any remaining cash payments under
the IPB would be forfeited. For the three months ended
June 30, 2007 and 2006, the IPB expense was
$2.6 million and $2.2 million, respectively. For the
six months ended June 30, 2007 and 2006, the IPB expense
was $4.6 million and $3.6 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. At June 30, 2007, and
December 31, 2006, the number of shares available to be
granted under the Option Plan was 0.7 million and
1.6 million, respectively.
F-118
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9. Stock Option Plan, continued
Information with respect to options granted, exercised and
forfeited under the Option Plan for the six months ended
June 30, 2007, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted | |
|
Weighted | |
|
|
|
|
|
|
Average | |
|
Average | |
|
Aggregate | |
|
|
|
|
Exercise | |
|
Contractual | |
|
Intrinsic | |
|
|
|
|
Price Per | |
|
Remaining | |
|
Value at | |
|
|
Shares | |
|
Share | |
|
Term (Years) | |
|
June 30, 2007(1) | |
|
|
| |
|
| |
|
| |
|
| |
(in millions, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at January 1, 2007
|
|
|
23.2 |
|
|
$ |
24.92 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
6.4 |
|
|
$ |
29.58 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(0.5 |
) |
|
$ |
25.02 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(0.5 |
) |
|
$ |
28.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at June 30, 2007
|
|
|
28.6 |
|
|
$ |
25.89 |
|
|
|
5.97 |
|
|
$ |
145.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30,
2007(2)
|
|
|
22.0 |
|
|
$ |
24.95 |
|
|
|
5.61 |
|
|
$ |
132.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable and expected to be exercisable at June 30,
2007(3)
|
|
|
28.1 |
|
|
$ |
25.83 |
|
|
|
5.94 |
|
|
$ |
144.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents the difference between the market value of the
options at June 30, 2007, and the cost for the option
holders to exercise the options. |
(2) |
Represents vested options. |
(3) |
The amount of options expected to be exercisable at
June 30, 2007, is calculated based on an estimate of
expected forfeitures without consideration of the Companys
tender offer completed in July 2007 discussed below. |
During the six months ended June 30, 2006, 1.5 million
options were granted, 0.4 million options were exercised
and 0.3 million options were forfeited.
The fair value of the shares vested during the six months ended
June 30, 2007 and 2006, was $21.4 million and
$16.1 million, respectively. The total intrinsic value of
the options exercised during the six months ended June 30,
2007 and 2006, was $2.4 million and $2.9 million,
respectively.
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 equal to the in-the-money value
of the stock options cancelled, 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 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.
F-119
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 9. Stock Option Plan, continued
As the consideration paid by the Company for the OCP did not
exceed the cancellation date fair value of the options, no
expense will be recorded for the transaction in accordance with
the guidance in FASB Statement No. 123 (Revised 2004).
However, the portion of the OCP paid in cash of
$52.8 million will reduce the Companys paid in
capital and will therefore reduce the Companys net asset
value in the third quarter of 2007. 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).
Subsequent to the completion of the tender offer and the
cancellation of the 10.3 million vested options, there were
11.0 million shares available to be granted under the
Option Plan and 18.3 million options outstanding, with a
weighted average exercise price of $28.36 per share and a
weighted average contractual remaining term of 7.01 years.
Note 10. Dividends and Distributions and Taxes
The Companys Board of Directors declared and the Company
paid a dividend of $0.63 and $0.64 per common share for the
first and second quarters of 2007, respectively, and $0.59 and
$0.60 per common share for the first and second quarters of
2006, respectively. These dividends totaled $193.4 million
and $166.6 million for the six months ended June 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 also declared a dividend
of $0.65 per common share for each of the third and fourth
quarters of 2007.
At December 31, 2006, the Company had estimated excess
taxable income of $397.1 million available for distribution
to shareholders in 2007. Estimated excess taxable income for
2006 represents approximately $120.6 million of ordinary
income and approximately $276.5 million of net long-term
capital gains. The excess taxable income for 2006 is an estimate
and will not be finally determined until the Company files its
2006 tax return in September 2007.
Dividends paid in 2007 will first be paid out of the excess
taxable income carried over from 2006. For the first and second
quarters of 2007, the Company paid dividends of
$193.4 million. The remainder of 2006 estimated excess
taxable income to be distributed during the second half of 2007
is approximately $203.7 million. In accordance with
regulated investment company distribution rules, the Company
must declare current year dividends to be paid from carried over
excess taxable income from 2006 before the Company files 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 third and fourth quarter dividends
will be paid on
F-120
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 10. Dividends and Distributions and Taxes,
continued
September 26, 2007, and December 26, 2007,
respectively. The Company expects that substantially all of the
2007 dividend payments will be made from excess 2006 taxable
earnings.
Given that substantially all of 2007s 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 six
months ended June 30, 2007, the Company recorded an excise
tax of $4.0 million and $7.6 million, respectively.
For the three and six months ended June 30, 2006, the
Company recorded an excise tax of $3.2 million and
$11.6 million, respectively.
In addition to excess taxable income carried forward, the
Company currently estimates that it has cumulative deferred
taxable income related to installment sale gains of
approximately $220.7 million as of December 31, 2006,
which is composed of cumulative deferred taxable income of
$39.6 million as of December 31, 2005, and
approximately $181.1 million for the year ended
December 31, 2006. These gains have been recognized for
financial reporting purposes in the respective years they were
realized, but are generally deferred for tax purposes until the
notes or other amounts received from the sale of the related
investments are collected in cash. The realized gains deferred
through installment treatment for 2006 are estimates and will
not be finally determined until the Company files its 2006 tax
return in September 2007.
The Companys undistributed book earnings of
$502.2 million as of December 31, 2006, resulted from
undistributed ordinary income and long-term capital gains. The
difference between undistributed book earnings at the end of the
year and taxable income carried over from that year into the
next year relates to a variety of timing and permanent
differences in the recognition of income and expenses for book
and tax purposes.
The Companys consolidated subsidiary, AC Corp, is subject
to federal and state income taxes. For the three months ended
June 30, 2007 and 2006, income tax expense was
$1.5 million and $0.3 million, respectively, and for
the six months ended June 30, 2007 and 2006, income tax
benefit was $2.7 million and income tax expense was
$0.8 million, respectively.
F-121
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 11. Supplemental Disclosure of Cash Flow
Information
The Company paid interest of $61.9 million and
$46.0 million, respectively, for the six months ended
June 30, 2007 and 2006.
For the six months ended June 30, 2007 and 2006, principal
collections related to investment repayments or sales included
the collection of discounts previously amortized into interest
income and added to the cost basis of a loan or debt security
totaling $0.9 million and $0.2 million, respectively.
Non-cash operating activities for the six months ended
June 30, 2007 and 2006, totaled $29.0 million and
$262.2 million, respectively. Non-cash operating activities
for the six months ended June 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 $8.3 million
and $7.2 million, for the six months ended June 30,
2007 and 2006, respectively.
F-122
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 12. Financial Highlights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At and for the | |
|
At and for the | |
|
|
Six Months Ended | |
|
Year Ended | |
|
|
June 30, | |
|
December 31, | |
|
|
| |
|
| |
|
|
2007(1) | |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
|
| |
Per Common Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$ |
19.12 |
|
|
$ |
19.17 |
|
|
$ |
19.17 |
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income(2)
|
|
|
0.42 |
|
|
|
0.64 |
|
|
|
1.30 |
|
|
Net realized
gains(2)(3)
|
|
|
0.66 |
|
|
|
3.74 |
|
|
|
3.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income plus net realized
gains(2)
|
|
|
1.08 |
|
|
|
4.38 |
|
|
|
4.96 |
|
|
Net change in unrealized appreciation or
depreciation(2)(3)
|
|
|
0.36 |
|
|
|
(3.44 |
) |
|
|
(3.28 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations
(2)
|
|
|
1.44 |
|
|
|
0.94 |
|
|
|
1.68 |
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets from shareholder distributions
|
|
|
(1.27 |
) |
|
|
(1.19 |
) |
|
|
(2.47 |
) |
Net increase in net assets from capital share
transactions(2)
|
|
|
0.30 |
|
|
|
0.25 |
|
|
|
0.74 |
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$ |
19.59 |
|
|
$ |
19.17 |
|
|
$ |
19.12 |
|
|
|
|
|
|
|
|
|
|
|
Market value, end of period
|
|
$ |
30.96 |
|
|
$ |
28.77 |
|
|
$ |
32.68 |
|
Total
return(4)
|
|
|
(1.2 |
)% |
|
|
1.9 |
% |
|
|
20.6 |
% |
Ratios and Supplemental Data
($ and shares in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending net assets
|
|
$ |
2,991.1 |
|
|
$ |
2,690.0 |
|
|
$ |
2,841.2 |
|
Common shares outstanding at end of period
|
|
|
152.7 |
|
|
|
140.3 |
|
|
|
148.6 |
|
Diluted weighted average common shares outstanding
|
|
|
154.4 |
|
|
|
142.5 |
|
|
|
145.6 |
|
Employee, employee stock option and administrative
expenses/average net
assets(5)
|
|
|
3.11 |
% |
|
|
2.66 |
% |
|
|
5.38 |
% |
Total operating expenses/average net
assets(5)
|
|
|
5.31 |
% |
|
|
4.39 |
% |
|
|
9.05 |
% |
Net investment income/average net
assets(5)
|
|
|
2.20 |
% |
|
|
3.41 |
% |
|
|
6.90 |
% |
Net increase in net assets resulting from operations/average net
assets(5)
|
|
|
7.57 |
% |
|
|
4.97 |
% |
|
|
8.94 |
% |
Portfolio turnover
rate(5)
|
|
|
14.68 |
% |
|
|
21.20 |
% |
|
|
27.05 |
% |
Average debt outstanding
|
|
$ |
1,904.4 |
|
|
$ |
1,395.8 |
|
|
$ |
1,491.0 |
|
Average debt per
share(2)
|
|
$ |
12.33 |
|
|
$ |
9.80 |
|
|
$ |
10.24 |
|
|
|
(1) |
The results for the six months ended June 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) |
Total return assumes the reinvestment of all dividends paid for
the periods presented. |
|
(5) |
The ratios for the six months ended June 30, 2007 and 2006,
do not represent annualized results. |
F-123
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 has entered
into a settlement with the SEC that resolves 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 the SEC. 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 United States
Attorneys office.
On February 13, 2007, Rena Nadoff filed a shareholder derivative
action in the Superior Court of the District of Columbia,
captioned Rena Nadoff v. Walton, et al., CA 001060-07, seeking
unspecified compensatory and other damages, as well as equitable
relief on behalf of Allied Capital Corporation. 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.
F-124
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Note 13. Litigation, continued
On February 26, 2007, Dana Ross filed a class action
complaint in the U.S. District Court for the District of
Columbia in which she alleges that Allied Capital Corporation
and certain members of management violated Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 and
Rule 10b-5
thereunder. Thereafter, the court appointed new lead counsel and
approved new lead plaintiffs. On July 30, 2007, plaintiffs
served an amended complaint. Plaintiffs claim that, between
November 7, 2005, and January 22, 2007, Allied Capital
either failed to disclose or misrepresented information about
its portfolio company, Business Loan Express, LLC. Plaintiffs
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.
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.
F-125
Schedule 12-14
ALLIED CAPITAL CORPORATION AND SUBSIDIARIES
SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
June 30, 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800 |
|
|
|
|
|
|
|
800 |
|
|
(Financial Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allied Capital Senior Debt Fund, L.P.
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,252 |
|
|
|
|
|
|
|
19,252 |
|
|
(Private Debt Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
918 |
|
|
|
54 |
|
|
|
(45 |
) |
|
|
927 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avborne Heavy Maintenance, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Border Foods, Inc. |
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Loan Express, LLC |
|
Class A Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Financial Services)
|
|
Interests(5) |
|
|
|
|
|
|
|
|
|
|
66,622 |
|
|
|
29,200 |
|
|
|
|
|
|
|
95,822 |
|
|
|
Class B Equity Interests |
|
|
|
|
|
|
|
|
|
|
79,139 |
|
|
|
|
|
|
|
(9,116 |
) |
|
|
70,023 |
|
|
|
Class C Equity Interests |
|
|
|
|
|
|
|
|
|
|
64,976 |
|
|
|
|
|
|
|
(10,028 |
) |
|
|
54,948 |
|
|
Calder Capital Partners, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
$ |
49 |
|
|
|
975 |
|
|
|
1,026 |
|
|
|
(49 |
) |
|
|
1,952 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,076 |
|
|
|
78 |
|
|
|
(1,616 |
) |
|
|
538 |
|
|
Callidus Capital Corporation
|
|
Senior Loan |
|
$ |
40 |
|
|
|
|
|
|
|
|
|
|
|
2,100 |
|
|
|
(1,400 |
) |
|
|
700 |
|
|
(Financial Services)
|
|
Subordinated Debt |
|
|
554 |
|
|
|
|
|
|
|
5,762 |
|
|
|
530 |
|
|
|
|
|
|
|
6,292 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
22,550 |
|
|
|
25,791 |
|
|
|
|
|
|
|
48,341 |
|
|
Coverall North America, Inc.
|
|
Unitranche Debt |
|
|
2,156 |
|
|
|
|
|
|
|
36,333 |
|
|
|
18 |
|
|
|
(1,446 |
) |
|
|
34,905 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
456 |
|
|
|
|
|
|
|
5,972 |
|
|
|
4 |
|
|
|
|
|
|
|
5,976 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
19,619 |
|
|
|
2,891 |
|
|
|
|
|
|
|
22,510 |
|
|
CR Holding, Inc.
|
|
Subordinated Debt |
|
|
3,361 |
|
|
|
|
|
|
|
39,401 |
|
|
|
698 |
|
|
|
|
|
|
|
40,099 |
|
|
(Consumer Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
25,738 |
|
|
|
12,784 |
|
|
|
|
|
|
|
38,522 |
|
|
Direct Capital Corporation
|
|
Subordinated Debt |
|
|
1,936 |
|
|
|
|
|
|
|
|
|
|
|
36,058 |
|
|
|
|
|
|
|
36,058 |
|
|
(Financial Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,250 |
|
|
|
(2,084 |
) |
|
|
17,166 |
|
|
Financial Pacific Company
|
|
Subordinated Debt |
|
|
6,300 |
|
|
|
|
|
|
|
71,362 |
|
|
|
740 |
|
|
|
|
|
|
|
72,102 |
|
|
(Financial Services)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
15,942 |
|
|
|
1,634 |
|
|
|
|
|
|
|
17,576 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
65,186 |
|
|
|
5,287 |
|
|
|
|
|
|
|
70,473 |
|
|
ForeSite Towers, LLC
|
|
Equity Interests |
|
|
1,269 |
|
|
|
|
|
|
|
12,290 |
|
|
|
356 |
|
|
|
(11,733 |
) |
|
|
913 |
|
|
(Tower Leasing)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Communications, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
15,957 |
|
|
|
|
|
|
|
|
|
|
|
15,957 |
|
|
(Business Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
11,237 |
|
|
|
|
|
|
|
(8,016 |
) |
|
|
3,221 |
|
|
|
Preferred Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gordian Group, Inc.
|
|
Senior
Loan(5) |
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
172 |
|
|
|
(172 |
) |
|
|
|
|
|
(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 |
|
|
|
14,897 |
|
|
|
(43,818 |
) |
|
|
|
|
|
HMT, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
2,637 |
|
|
|
|
|
|
|
(2,637 |
) |
|
|
|
|
|
(Energy Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
8,664 |
|
|
|
21,509 |
|
|
|
(30,173 |
) |
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
3,336 |
|
|
|
8,281 |
|
|
|
(11,617 |
) |
|
|
|
|
|
Hot Stuff Foods,
LLC(7)
|
|
Senior Loan |
|
|
1,969 |
|
|
|
|
|
|
|
|
|
|
|
49,670 |
|
|
|
(220 |
) |
|
|
49,450 |
|
|
(Consumer Products)
|
|
Subordinated Debt |
|
|
3,647 |
|
|
|
|
|
|
|
|
|
|
|
61,294 |
|
|
|
(13,139 |
) |
|
|
48,155 |
|
|
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,461 |
|
|
|
(8,461 |
) |
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huddle House, Inc.
|
|
Senior Loan |
|
|
426 |
|
|
|
|
|
|
|
19,950 |
|
|
|
|
|
|
|
(19,950 |
) |
|
|
|
|
|
(Retail)
|
|
Subordinated Debt |
|
|
4,447 |
|
|
|
|
|
|
|
58,196 |
|
|
|
668 |
|
|
|
(178 |
) |
|
|
58,686 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
41,662 |
|
|
|
1,545 |
|
|
|
(137 |
) |
|
|
43,070 |
|
|
Impact Innovations Group, LLC |
|
Equity Interests in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Business Services)
|
|
Affiliate |
|
|
|
|
|
|
|
|
|
|
873 |
|
|
|
1 |
|
|
|
(554 |
) |
|
|
320 |
|
|
See related footnotes at the end of this schedule.
F-126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
June 30, 2007 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Insight Pharmaceuticals
|
|
Subordinated Debt |
|
$ |
2,914 |
|
|
|
|
|
|
$ |
43,884 |
|
|
$ |
685 |
|
|
$ |
|
|
|
$ |
44,569 |
|
|
Corporation
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
15,966 |
|
|
|
2,111 |
|
|
|
(1,620 |
) |
|
|
16,457 |
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
7,845 |
|
|
|
209 |
|
|
|
(7,845 |
) |
|
|
209 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jakel, Inc.
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
6,655 |
|
|
|
500 |
|
|
|
(7,155 |
) |
|
|
|
|
|
(Industrial Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Partners Group, Inc.
|
|
Senior Loan
(5) |
|
|
|
|
|
|
|
|
|
|
4,843 |
|
|
|
|
|
|
|
(1,000 |
) |
|
|
3,843 |
|
|
(Financial Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
613 |
|
|
|
(45 |
) |
|
|
568 |
|
|
Litterer Beteiligungs-GmbH
|
|
Subordinated Debt |
|
|
21 |
|
|
|
|
|
|
|
692 |
|
|
|
14 |
|
|
|
|
|
|
|
706 |
|
|
(Business Services)
|
|
Equity Interest |
|
|
|
|
|
|
|
|
|
|
1,199 |
|
|
|
1,707 |
|
|
|
|
|
|
|
2,906 |
|
|
Mercury Air Centers, Inc.
|
|
Subordinated Debt |
|
|
4,063 |
|
|
|
|
|
|
|
49,217 |
|
|
|
1,035 |
|
|
|
|
|
|
|
50,252 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
195,019 |
|
|
|
74,867 |
|
|
|
|
|
|
|
269,886 |
|
|
MVL Group, Inc.
|
|
Senior Loan |
|
|
2,120 |
|
|
|
|
|
|
|
27,245 |
|
|
|
3,378 |
|
|
|
|
|
|
|
30,623 |
|
|
(Business Services)
|
|
Subordinated Debt |
|
|
2,581 |
|
|
|
|
|
|
|
35,478 |
|
|
|
3,886 |
|
|
|
|
|
|
|
39,364 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,013 |
|
|
|
|
|
|
|
2,013 |
|
|
Old Orchard Brands, LLC
|
|
Senior Loan |
|
|
347 |
|
|
|
|
|
|
|
|
|
|
|
23,500 |
|
|
|
(23,500 |
) |
|
|
|
|
|
(Consumer Products)
|
|
Subordinated Debt |
|
|
601 |
|
|
|
|
|
|
|
|
|
|
|
19,206 |
|
|
|
|
|
|
|
19,206 |
|
|
|
Common Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,767 |
|
|
|
|
|
|
|
18,767 |
|
|
Penn Detroit Diesel Allison, LLC
|
|
Subordinated Debt |
|
|
3,005 |
|
|
|
|
|
|
|
37,994 |
|
|
|
589 |
|
|
|
|
|
|
|
38,583 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
25,949 |
|
|
|
3,567 |
|
|
|
(1,984 |
) |
|
|
27,532 |
|
|
Powell Plant Farms, Inc.
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
26,192 |
|
|
|
3,950 |
|
|
|
(17,394 |
) |
|
|
12,748 |
|
|
(Consumer Products)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
962 |
|
|
|
18,261 |
|
|
|
(19,223 |
) |
|
|
|
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service Champ, Inc.
|
|
Subordinated Debt |
|
|
2,193 |
|
|
|
|
|
|
|
27,619 |
|
|
|
363 |
|
|
|
|
|
|
|
27,982 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
16,786 |
|
|
|
4,706 |
|
|
|
(298 |
) |
|
|
21,194 |
|
|
Staffing Partners Holding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company, Inc. |
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
486 |
|
|
|
63 |
|
|
|
|
|
|
|
549 |
|
|
(Business Services) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Startec Global Communications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Senior Loan |
|
|
689 |
|
|
|
|
|
|
|
15,965 |
|
|
|
|
|
|
|
(4,790 |
) |
|
|
11,175 |
|
|
(Telecommunications)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
11,232 |
|
|
|
5,877 |
|
|
|
|
|
|
|
17,109 |
|
|
Sweet Traditions, Inc.
|
|
Senior
Loan(5) |
|
|
1,088 |
|
|
|
|
|
|
|
35,172 |
|
|
|
580 |
|
|
|
|
|
|
|
35,752 |
|
|
(Retail)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
400 |
|
|
|
550 |
|
|
|
|
|
|
|
950 |
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
Triview Investments, Inc.
|
|
Senior Loan |
|
|
723 |
|
|
|
|
|
|
|
14,747 |
|
|
|
11 |
|
|
|
|
|
|
|
14,758 |
|
|
(Broadcasting & Cable/
|
|
Subordinated Debt |
|
|
3,274 |
|
|
|
|
|
|
|
56,008 |
|
|
|
19,108 |
|
|
|
|
|
|
|
75,116 |
|
|
Business Services/ |
|
Subordinated Debt
(5) |
|
|
1,288 |
|
|
|
|
|
|
|
4,342 |
|
|
|
745 |
|
|
|
|
|
|
|
5,087 |
|
|
Consumer Products)
|
|
Common Stock |
|
|
37 |
|
|
|
|
|
|
|
31,322 |
|
|
|
16,924 |
|
|
|
(1,184 |
) |
|
|
47,062 |
|
|
Total companies more than 25% owned |
|
$ |
55,697 |
|
|
|
|
|
|
$ |
1,490,180 |
|
|
|
|
|
|
|
|
|
|
$ |
1,709,770 |
|
|
Companies 5% to 25% Owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advantage Sales &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketing, Inc.
|
|
Subordinated Debt |
|
$ |
9,260 |
|
|
|
|
|
|
$ |
151,648 |
|
|
$ |
1,583 |
|
|
$ |
|
|
|
$ |
153,231 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
|
|
|
|
|
|
|
|
|
11,000 |
|
|
Air Medical Group Holdings LLC
|
|
Senior Loan |
|
|
125 |
|
|
|
|
|
|
|
1,763 |
|
|
|
4,239 |
|
|
|
(4,273 |
) |
|
|
1,729 |
|
|
(Healthcare Services)
|
|
Subordinated Debt |
|
|
1,931 |
|
|
|
|
|
|
|
35,128 |
|
|
|
55 |
|
|
|
(35,183 |
) |
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
5,950 |
|
|
|
3,250 |
|
|
|
|
|
|
|
9,200 |
|
|
Alpine ESP Holdings, Inc.
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
602 |
|
|
|
94 |
|
|
|
|
|
|
|
696 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
100 |
|
|
Amerex Group, LLC
|
|
Subordinated Debt |
|
|
507 |
|
|
|
|
|
|
|
8,400 |
|
|
|
|
|
|
|
|
|
|
|
8,400 |
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
13,823 |
|
|
|
8,002 |
|
|
|
(38 |
) |
|
|
21,787 |
|
|
BB&T Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners/Windsor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine Fund, LLC
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
5,554 |
|
|
|
54 |
|
|
|
|
|
|
|
5,608 |
|
|
(Private Equity Fund)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Becker Underwood, Inc.
|
|
Subordinated Debt |
|
|
1,792 |
|
|
|
|
|
|
|
24,163 |
|
|
|
314 |
|
|
|
|
|
|
|
24,477 |
|
|
(Industrial Products)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
3,700 |
|
|
|
|
|
|
|
(100 |
) |
|
|
3,600 |
|
|
BI Incorporated
|
|
Subordinated Debt |
|
|
2,076 |
|
|
|
|
|
|
|
30,135 |
|
|
|
239 |
|
|
|
|
|
|
|
30,374 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
4,100 |
|
|
|
2,700 |
|
|
|
|
|
|
|
6,800 |
|
|
CitiPostal, Inc. and Affiliates
|
|
Senior Loan |
|
|
1,141 |
|
|
|
|
|
|
|
20,569 |
|
|
|
720 |
|
|
|
(776 |
) |
|
|
20,513 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
4,700 |
|
|
|
2,253 |
|
|
|
(53 |
) |
|
|
6,900 |
|
|
See related footnotes at the end of this schedule.
F-127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Interest or |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
PRIVATE FINANCE |
|
|
|
|
|
December 31, |
|
|
|
|
|
|
Portfolio Company |
|
|
|
Credited |
|
|
|
2006 |
|
Gross |
|
Gross |
|
June 30, 2007 |
(in thousands) |
|
Investment(1) |
|
to Income(6) |
|
Other(2) |
|
Value |
|
Additions(3) |
|
Reductions(4) |
|
Value |
|
Creative Group, Inc.
|
|
Subordinated Debt |
|
$ |
480 |
|
|
|
|
|
|
$ |
13,656 |
|
|
$ |
30 |
|
|
$ |
(2,488 |
) |
|
$ |
11,198 |
|
|
(Business Services)
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
1,387 |
|
|
|
|
|
|
|
(1,387 |
) |
|
|
|
|
|
Drew Foam Companies, Inc.
|
|
Preferred
Stock(5) |
|
|
|
|
|
|
|
|
|
|
722 |
|
|
|
|
|
|
|
(294 |
) |
|
|
428 |
|
|
(Business Services)
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
MedBridge Healthcare, LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
|
|
|
|
|
7,164 |
|
|
|
|
|
|
|
|
|
|
|
7,164 |
|
|
(Healthcare Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
1,813 |
|
|
|
316 |
|
|
|
|
|
|
|
2,129 |
|
|
|
Convertible |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
(110 |
) |
|
|
|
|
|
MHF Logistical
Solutions,Inc(8)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,518 |
|
|
|
(10,241 |
) |
|
|
17,277 |
|
|
(Business Services)
|
|
Subordinated Debt
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Ad Services, Inc.
|
|
Unitranche Debt |
|
|
1,139 |
|
|
|
|
|
|
|
19,879 |
|
|
|
13 |
|
|
|
(100 |
) |
|
|
19,792 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
|
|
|
|
(1,060 |
) |
|
|
940 |
|
|
Nexcel Synthetics, LLC
|
|
Subordinated Debt |
|
|
610 |
|
|
|
|
|
|
|
10,978 |
|
|
|
199 |
|
|
|
(11,177 |
) |
|
|
|
|
|
(Consumer Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,486 |
|
|
|
269 |
|
|
|
(1,755 |
) |
|
|
|
|
|
PresAir LLC
|
|
Senior
Loan(5) |
|
|
|
|
|
$ |
81 |
|
|
|
2,206 |
|
|
|
|
|
|
|
(124 |
) |
|
|
2,082 |
|
|
(Industrial Products)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
(5 |
) |
|
|
|
|
|
Progressive International
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporation
|
|
Subordinated Debt |
|
|
615 |
|
|
|
|
|
|
|
7,533 |
|
|
|
80 |
|
|
|
|
|
|
|
7,613 |
|
|
(Consumer Products)
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
1,024 |
|
|
|
44 |
|
|
|
|
|
|
|
1,068 |
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
2,300 |
|
|
|
2,000 |
|
|
|
|
|
|
|
4,300 |
|
|
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Healthcare Group, LLC
|
|
Senior Loan |
|
|
72 |
|
|
|
|
|
|
|
1,232 |
|
|
|
1 |
|
|
|
|
|
|
|
1,233 |
|
|
(Healthcare Services)
|
|
Unitranche Debt |
|
|
1,103 |
|
|
|
|
|
|
|
19,908 |
|
|
|
41 |
|
|
|
(8,000 |
) |
|
|
11,949 |
|
|
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
1,616 |
|
|
|
104 |
|
|
|
|
|
|
|
1,720 |
|
|
SGT India Private Limited
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
3,346 |
|
|
|
149 |
|
|
|
(419 |
) |
|
|
3,076 |
|
|
(Business Services)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC
|
|
Subordinated Debt |
|
|
1,169 |
|
|
|
|
|
|
|
17,569 |
|
|
|
1,092 |
|
|
|
(5,000 |
) |
|
|
13,661 |
|
|
(Healthcare Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
2,541 |
|
|
|
51 |
|
|
|
|
|
|
|
2,592 |
|
|
Universal Environmental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services, LLC
|
|
Unitranche
Debt(5) |
|
|
717 |
|
|
|
|
|
|
|
10,211 |
|
|
|
|
|
|
|
(4,201 |
) |
|
|
6,010 |
|
|
(Business Services)
|
|
Equity Interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
(15 |
) |
|
|
|
|
|
Total companies 5% to 25% owned |
|
$ |
22,737 |
|
|
|
|
|
|
$ |
449,813 |
|
|
|
|
|
|
|
|
|
|
$ |
418,647 |
|
|
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 June 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 June 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. |
F-128
4,000,000 Shares
Common Stock
Prospectus Supplement
January 29, 2008
Morgan Stanley