-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HeAEdhi/Fe6aPi0um+sNEoQh1ZsB63T7XKUVWooSwjyu3cp/t9ySYkoCuk+RYYl1 NujLK2BtEp+vajOng5lJHQ== 0001104659-10-042120.txt : 20100805 0001104659-10-042120.hdr.sgml : 20100805 20100805080136 ACCESSION NUMBER: 0001104659-10-042120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100805 DATE AS OF CHANGE: 20100805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARES CAPITAL CORP CENTRAL INDEX KEY: 0001287750 IRS NUMBER: 331089684 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00663 FILM NUMBER: 10992722 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 22ND FLOOR STREET 2: BUILDING EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2127507300 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 22ND FLOOR STREET 2: BUILDING EAST CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 a10-15289_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) August 5, 2010

 

ARES CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

000-50697

 

33-1089684

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

280 Park Avenue, 22nd Floor, Building East, New York, NY

 

10017

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (212) 750-7300

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02  Results of Operations and Financial Condition.

 

On August 5, 2010, the registrant issued a press release announcing its financial results for the quarter ended June 30, 2010. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

 

The information disclosed under this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 7.01  Regulation FD Disclosure.

 

The registrant issued a press release, included herewith as Exhibit 99.1, and by this reference incorporated herein, on August 5, 2010 announcing the declaration of a third quarter dividend of $0.35 per share. The dividend is payable on September 30, 2010 to stockholders of record as of September 15, 2010.

 

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)          Exhibits:

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated as of August 5, 2010

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ARES CAPITAL CORPORATION

 

 

Date:   August 5, 2010

 

 

 

 

By:

/s/ Richard S. Davis

 

Name:

Richard S. Davis

 

Title:

Chief Financial Officer

 

3



 

Exhibit Index

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated as of August 5, 2010

 

4


 

 

EX-99.1 2 a10-15289_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

ARES CAPITAL CORPORATION DECLARES
THIRD QUARTER DIVIDEND OF $0.35 PER SHARE
AND ANNOUNCES JUNE 30, 2010 FINANCIAL RESULTS

 

THIRD QUARTER DIVIDEND DECLARED

 

New York, NY —August 5, 2010 — Ares Capital Corporation (NASDAQ:  ARCC) announced that its Board of Directors has declared a third quarter dividend of $0.35 per share, payable on September 30, 2010 to stockholders of record as of September 15, 2010.

 

JUNE 30, 2010 FINANCIAL RESULTS

 

Ares Capital also announced financial results for its second quarter ended June 30, 2010.

 

HIGHLIGHTS

 

Allied Acquisition

 

On April 1, 2010, we consummated the acquisition of Allied Capital Corporation (the “Allied Acquisition”), becoming the largest business development company measured by market capitalization and total portfolio companies under management as of April 1, 2010. Allied Capital stockholders received 0.325 shares of our common stock for each share of Allied Capital common stock held immediately prior to the merger (subject to adjustment for fractional shares paid in cash), resulting in 58.5 million newly issued shares of our common stock. As a result of the Allied Acquisition, we acquired $2.0 billion of assets including $1.8 billion of investments, and assumed $944 million of liabilities including $817 million of debt ($137 million of which was repaid upon closing). Accordingly, the financial and other data set forth below for the second quarter of 2010 reflect the results of the combined company.

 

Financial

 

(dollar amounts in millions, except per share data)

 

 

 

Q2-10

 

Q2-09

 

 

 

Total
Amount

 

Per
Share

 

Total
Amount

 

Per
Share

 

Core EPS (Q2-10 excludes $0.06 per share of professional fees and other costs related to the Allied Acquisition) — Basic and Diluted(1)

 

 

 

 

$

0.32

 

 

 

 

$

0.33

 

GAAP net income — Basic and Diluted

 

$

330.2

 

$

1.73

 

$

34.8

 

$

0.36

 

Net investment income — Basic and Diluted

 

$

49.5

 

$

0.26

 

$

31.9

 

$

0.33

 

Net realized gains (losses), excluding gain on the Allied Acquisition

 

$

11.9

 

$

0.06

 

$

(0.7

)

$

(0.01

)

Net unrealized gains (losses)

 

$

72.8

 

$

0.38

 

$

3.5

 

$

0.04

 

Gain on the Allied Acquisition

 

$

195.9

 

$

1.03

 

 

 

 

 

 

 

 


(1) Basic and diluted Core EPS (excluding professional fees and other costs related to the Allied Acquisition) is a non-GAAP financial measure. Core EPS (excluding professional fees and other costs related to the Allied Acquisition) is the net per share increase (decrease) in stockholders’ equity resulting from operations less professional fees and other costs related to the Allied Acquisition, realized and unrealized gains and losses, any incentive management fees attributable to such realized gains and any income taxes related to such realized gains. Basic and diluted GAAP EPS is the most directly comparable GAAP financial measure. Ares Capital believes that Core EPS provides useful information to investors regarding financial performance because it is one method Ares Capital uses to measure its financial condition and results of operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. Reconciliation of basic and diluted Core EPS (excluding professional fees and other costs related to the Allied Acquisition) to the most directly comparable GAAP financial measure is set forth in Schedule 1 hereto.

 

1



 

·                  Total fair value of portfolio investments:

·                  June 30, 2010: $3.8 billion (including $1.7 billion acquired in the Allied Acquisition)

·                  June 30, 2009: $2.0 billion

 

·                  Net assets per share:

·                  June 30, 2010: $14.11

·                  June 30, 2009: $11.21

 

·                  Stockholders’ equity:

·                  June 30, 2010: $2.7 billion

·                  June 30, 2009: $1.1 billion

 

·                  Dividends declared per share:

·                  Second quarter 2010: $0.35

·                  Second quarter 2009: $0.35

 

Portfolio Activity

 

(dollar amounts in millions, except as otherwise indicated)

 

 

 

Q2-10

 

Q2-09

 

Gross commitments made during period(2)

 

$

409.9

 

$

43.1

 

Investments acquired as part of the Allied Acquisition

 

$

1,833.8

 

$

 

Exits of commitments during period

 

$

681.3

(3)

$

81.4

 

Average total investments for the period

 

$

3,444.2

 

$

1,955.2

 

 

·                  Number of portfolio company investments:

·                  June 30, 2010: 188 (includes 99 acquired in the Allied Acquisition)

·                  June 30, 2009: 94

 

·                  Weighted average yield of debt and income producing securities at fair value(4):

·                  June 30, 2010: 13.39%

·                  June 30, 2009: 12.60%

 

·                  Weighted average yield of debt and income producing securities at amortized cost(5):

·                  June 30, 2010: 13.40%

·                  June 30, 2009: 11.68%

 

·                  Weighted average yield of debt and income producing securities for investments acquired in the Allied Acquisition at June 30, 2010:

·      At fair value: 13.90%(4)

·      At amortized cost: 14.29%(5)

 

OPERATING RESULTS

 

For the quarter ended June 30, 2010, Ares Capital reported GAAP net income of $330.2 million or $1.73 per share (basic and diluted). Net investment income for the second quarter was $49.5 million or $0.26 per share (basic and diluted). Net realized and unrealized gains were $84.7 million or $0.44 per share (basic and diluted) excluding the gain on the Allied Acquisition of $195.9 million or $1.03 per share (basic and diluted).

 

Net income can vary substantially from period to period due to various factors, including the recognition of realized gains and losses

 


(2) Excludes investments acquired as part of the Allied Acquisition on April 1, 2010.

(3) Includes exits of $151.0 million of commitments acquired as part of the Allied Acquisition.

(4) Computed as (a) annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount earned on accruing debt included in such securities, divided by (b) total debt and income producing securities at fair value included in such securities.

(5) Computed as (a) annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount earned on accruing debt included in such securities, divided by (b) total debt and income producing securities at amortized cost included in such securities.

 

2



 

and unrealized appreciation and depreciation. As a result, quarterly comparisons of net income may not be meaningful.

 

As of June 30, 2010, total assets were $4.1 billion, stockholders’ equity was $2.7 billion and net asset value per share was $14.11.

 

In the second quarter of 2010, Ares Capital made $409.9 million in new commitments (excluding investments acquired as part of the Allied Acquisition) across five new portfolio companies and eight existing portfolio companies. In these new transactions, nine private equity sponsors were represented. In total, as of June 30, 2010, 87 separate private equity sponsors were represented in the Ares Capital portfolio. In these new transactions, four investments were in non-sponsored transactions. Of the $409.9 million in new commitments made during the quarter, approximately 56% were made in first lien senior secured debt, 18% in second lien senior secured debt, 17% in senior subordinated debt, 8% in subordinated notes of Senior Secured Loan Fund LLC (the “Senior Secured Loan Fund”) to fund investments by the Senior Secured Loan Fund and 1% in equity/other securities. Of these commitments, 50% were in floating rate debt securities. During the second quarter, significant new commitments included:

 

·                  $103 million in senior subordinated and delayed draw debt of a health care technology provider;

·                  $73 million in second lien senior secured and delayed draw debt of an airport food service operator;

·                  $63 million in a bridge loan commitment to a hardware/home improvement products manufacturer;

·                  $43 million in first lien senior secured debt of a collections services provider;

·                  $40 million in first lien senior secured debt and equity of an airport retail operator; and

·                  $33 million in subordinated notes of the Senior Secured Loan Fund to fund an investment in a postsecondary education provider.

 

The fair value of Ares Capital’s portfolio investments at June 30, 2010 was approximately $3.8 billion. These portfolio investments (excluding cash and cash equivalents) were comprised of approximately 38% in senior secured debt securities (31% in first lien assets and 7% in second lien assets), 33% in senior subordinated debt securities, 5% in the Senior Secured Loan Fund, 17% in equity/other securities, 6% in collateralized loan obligations and 1% in commercial real estate. As of June 30, 2010, the weighted average yield of debt and income producing securities at fair value was 13.39%(4) (13.40% at amortized cost(5)) and 24% of the Company’s investments at fair value were in floating rate debt securities.

 

President Michael Arougheti commented, “Our second quarter results, which incorporate our first quarter following our acquisition of Allied Capital, reflect substantial core earnings per share improvement from last quarter and a sizeable boost in our net asset value of nearly 20% to $14.11.  Our core earnings improvement was notable given that we divested significantly more investments than we made, ending the quarter with a lower leverage ratio.  Our higher net asset value includes a one-time gain of $1.03 from our purchase of Allied Capital and net gains of $0.44 per share from improving portfolio investment performance across both our core ARCC por1tfolio and the legacy Allied Capital portfolio.  We made progress in rotating the legacy Allied portfolio this quarter by exiting or receiving repayment of approximately $162 million in primarily non-core investments at a small gain, and we are optimistic about the opportunity to exit additional non-core assets with re-investment into higher yielding assets in future quarters.”

 

Mr. Arougheti continued, “We ended the second quarter with net debt to equity of 0.41 times and with debt capacity and cash of over $900 million, subject to leverage and borrowing base restrictions.  Our backlog and pipeline remains strong at over $700 million, reflecting our deeper market coverage, increased scale and enhanced competitive advantages as a result of the Allied Capital acquisition.  We believe we are well positioned to invest this capital to increase our earnings in future quarters.”

 

PORTFOLIO QUALITY

 

Ares Capital Management LLC, our investment adviser, employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our investment adviser grades the risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e. at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. Under this system, investments with a grade of 4 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit. Investments graded 3 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 3. Investments graded 2 indicate that the risk to our ability to recoup the cost of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non- compliance with debt covenants; however, payments are generally not more than 120 days past due. An investment grade of 1 indicates that the risk to our ability to recoup the cost of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 1, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For

 

3



 

investments graded 1, it is not anticipated that we will be repaid in an amount equal to our full initial cost basis. For investments graded 1 or 2, our investment adviser enhances its level of scrutiny over the monitoring of such portfolio company.

 

Ares Capital assigned a fair value as of April 1, 2010 to each of the portfolio investments acquired in connection with the Allied Acquisition. Grades on each investment were initially assessed a grade of 3 (i.e., generally the grade we assign a portfolio company at acquisition), reflecting the relative risk to our initial cost basis of such investments. The initial cost basis of each investment acquired in connection with the Allied Acquisition was equal to the fair value of such investment as of April 1, 2010. Many of these portfolio investments were assigned a fair value reflecting a significant discount to Allied Capital’s cost basis at the time of Allied Capital’s origination or acquisition. It is important to note that our grading system does not take into account factors or events in respect of the period from when Allied Capital originated or acquired such portfolio investments or the current status of these portfolio investments in terms of compliance with debt facilities, financial performance and similar factors. Rather, it is only intended to measure risk from the time that Ares Capital acquired the portfolio investment in connection with the Allied Acquisition. Accordingly, it is possible that the grade of certain of these portfolio investments may be reduced or increased in the future.

 

As of June 30, 2010, the weighted average grade of the investments in our portfolio (excluding investments acquired in connection with the Allied Acquisition), the investments in our portfolio acquired in connection with the Allied Acquisition and the investments in our portfolio as a whole was each 3.0. The weighted average grade of the investments in our portfolio as of December 31, 2009 was 3.0.

 

As of June 30, 2010:

 

·                  2.3% of our investments (excluding investments acquired in connection with the Allied Acquisition) at amortized cost (0.2% at fair value) were on non-accrual status;

·                  7.1% of our investments acquired in connection with the Allied Acquisition at amortized cost (7.4% at fair value) were on non-accrual status; and

·                  9.4% at amortized cost (or 7.6% at fair value) of the investments in our portfolio as a whole were on non-accrual status.

 

As of December 31, 2009, 2.5% of our investments at amortized cost (or 0.5% at fair value) were on non-accrual status.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of June 30, 2010, Ares Capital had $139 million in cash and cash equivalents and $1.3 billion in total principal debt outstanding ($1.2 billion in carrying value). Subject to leverage and borrowing base restrictions, Ares Capital had approximately $807 million available for additional borrowings under its existing credit facilities as of June 30, 2010.

 

During the three months ended June 30, 2010, we increased the size of the Revolving Credit Facility by an aggregate amount of $135 million, comprised of increases of $60 million under the “accordion” feature and increases of an additional $75 million as a result of the effectiveness of the Allied Acquisition, bringing the total amount available for borrowing under the Revolving Credit Facility as of June 30, 2010 to $750 million.

 

DIVIDEND

 

For the three months ended June 30, 2010, Ares Capital declared a dividend on May 10, 2010 of $0.35 per share for a total of $67.1 million. The record date was June 15, 2010 and the dividend was distributed on June 30, 2010.

 

RECENT DEVELOPMENTS

 

On August 4, 2010, we exercised the “accordion” feature of the Revolving Credit Facility and increased the size of the facility by $25 million, bringing the total amount available for borrowing under the Revolving Credit Facility to $775 million.

 

As of August 4, 2010, we had made new investment commitments of $138 million, all of which were funded, since June 30, 2010. Of these new investment commitments, 80% were in investments in subordinated notes of the Senior Secured Loan Fund, 18% were in first lien senior secured debt and 2% were in equity securities. Of the $138 million of new investment commitments, 80% were fixed rate with a weighted average yield at amortized cost of 20% and 18% were floating rate with a weighted average spread at amortized cost of 7.5%.

 

As of August 4, 2010, we had exited $81 million of investments since June 30, 2010. Of these investments, 95% were in first lien senior secured debt, 3% were in senior subordinated debt and 2% were in second lien senior secured debt. Of the $81 million of investments, 60% were in fixed rate investments with a weighted average yield at amortized cost of 13%. Of the remaining investments, 27% were in floating rate investments with a weighted average spread at amortized cost of 4% and 13% were investments on non-accrual status.  Also, of the $81 million of investments exited since June 30, 2010, $66 million were investments acquired as part of the Allied Acquisition.

 

4



 

In addition, as of August 4, 2010, we had an investment backlog and pipeline of $376 million and $355 million, respectively. We may syndicate a portion of these investments and commitments to third parties. The consummation of any of the investments in this backlog and pipeline depends upon, among other things: satisfactory completion of our due diligence investigation of the prospective portfolio company, our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. We cannot assure you that we will make any of these investments or that we will syndicate any portion of such investments and commitments.

 

WEBCAST / CONFERENCE CALL

 

Ares Capital will host a webcast/conference call on August 5, 2010, at 12:00 p.m. (ET) to discuss its second quarter ended June 30, 2010 financial results. PLEASE VISIT OUR WEBCAST LINK LOCATED ON THE HOME PAGE OF THE INVESTOR RESOURCES SECTION OF OUR WEBSITE FOR A SLIDE PRESENTATION THAT COMPLEMENTS THE EARNINGS CONFERENCE CALL.

 

All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the home page of the Investor Resources section of our website at http://www.arescapitalcorp.com. Please visit the website to test your connection before webcast. Domestic callers can access the conference call by dialing (866) 843-0890. International callers can access the conference call by dialing +1 (412) 317-9250. All callers are asked to dial in 10-15 minutes prior to the call so that name and company information can be collected. All callers will need to reference “Ares Capital Corporation” and Elite Entry #0717148 to join the conference. For interested parties, an archived replay of the call will be available one hour after the end of the conference through August 20, 2010 to domestic callers by dialing (877) 344-7529 and to international callers by dialing +1 (412) 317-0088. For all replays, please reference conference passcode #442579. An archived replay will also be available on a webcast link located on the home page of the Investor Resources section of our website.

 

ABOUT ARES CAPITAL CORPORATION

 

Ares Capital is 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. Ares Capital is a specialty finance company that provides integrated debt and equity financing solutions to U.S. middle market companies. Ares Capital invests primarily in first and second lien loans and mezzanine debt, which in some cases includes an equity component. To a lesser extent, Ares Capital also makes equity investments. Ares Capital is externally managed by Ares Capital Management LLC, an affiliate of Ares Management LLC, a global alternative asset manager and a Securities and Exchange Commission registered investment adviser. As of June 30, 2010, Ares Management had approximately $37 billion of committed capital under management.

 

FORWARD-LOOKING STATEMENTS

 

Statements included herein or on the webcast/conference call may constitute “forward-looking statements,” which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results and condition may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Ares Capital Corporation undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.

 

AVAILABLE INFORMATION

 

Ares Capital Corporation’s filings with the Securities and Exchange Commission, press releases, earnings releases and other financial information are available on its website at www.arescapitalcorp.com.

 

CONTACT

 

Carl Drake
Ares Capital Corporation
310-201-4200

 

5


 

 


 

ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

(dollar amounts in thousands, except per share data)

 

 

 

As of

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Investments at fair value (amortized cost of $3,875,476 and $2,376,384, respectively)

 

$

3,794,020

 

$

2,171,814

 

Cash and cash equivalents

 

138,778

 

99,227

 

Interest receivable

 

78,690

 

28,019

 

Other assets

 

62,214

 

14,455

 

Total assets

 

$

4,073,702

 

$

2,313,515

 

LIABILITIES

 

 

 

 

 

Debt

 

$

1,244,938

 

$

969,465

 

Accounts payable and accrued expenses

 

71,882

 

16,533

 

Management and incentive fees payable

 

26,655

 

66,495

 

Interest and facility fees payable

 

18,899

 

2,645

 

Dividend payable

 

55

 

 

Payable for open trades

 

 

489

 

Total liabilities

 

1,362,429

 

1,055,627

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $.001 per share, 300,000,000 common shares authorized, 192,167,337 and 109,944,674 common shares issued and outstanding, respectively

 

192

 

110

 

Capital in excess of par value

 

2,650,799

 

1,490,458

 

Accumulated undistributed (overdistributed) net investment income

 

(29,218

)

3,143

 

Accumulated net realized gain (loss) on investments, foreign currency transactions, extinguishment of debt and acquisitions

 

171,804

 

(31,115

)

Net unrealized loss on investments and foreign currency transactions

 

(82,304

)

(204,708

)

Total stockholders’ equity

 

2,711,273

 

1,257,888

 

Total liabilities and stockholders’ equity

 

$

4,073,702

 

$

2,313,515

 

NET ASSETS PER SHARE

 

$

14.11

 

$

11.44

 

 

6



 

ARES CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(dollar amounts in thousands, except per share data)

 

 

 

For the three months ended

 

For the six months ended

 

 

 

June 30, 2010

 

June 30, 2009

 

June 30, 2010

 

June 30, 2009

 

 

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

 

INVESTMENT INCOME:

 

 

 

 

 

 

 

 

 

Interest from investments

 

$

104,062

 

$

53,990

 

$

165,598

 

$

106,334

 

Capital structuring service fees

 

7,692

 

603

 

9,793

 

1,847

 

Dividend income

 

3,424

 

740

 

3,905

 

1,180

 

Management fees

 

4,129

 

1,887

 

5,616

 

2,603

 

Interest from cash & cash equivalents

 

17

 

57

 

28

 

210

 

Other income

 

2,266

 

1,834

 

3,160

 

2,953

 

Total investment income

 

121,590

 

59,111

 

188,100

 

115,127

 

EXPENSES:

 

 

 

 

 

 

 

 

 

Interest and credit facility fees

 

23,110

 

6,301

 

31,698

 

12,882

 

Base management fees

 

11,682

 

7,496

 

20,138

 

14,994

 

Incentive management fees

 

14,973

 

7,987

 

23,117

 

15,537

 

Professional fees

 

3,454

 

2,308

 

5,958

 

3,705

 

Professional fees and other costs related to the acquisition of Allied Capital

 

12,534

 

 

16,323

 

 

Administrative

 

2,378

 

1,092

 

3,609

 

2,096

 

Rent

 

1,341

 

577

 

2,094

 

1,156

 

Insurance

 

535

 

341

 

894

 

675

 

Depreciation

 

247

 

165

 

410

 

338

 

Directors fees

 

144

 

134

 

278

 

236

 

Other

 

965

 

684

 

1,811

 

1,251

 

Total expenses

 

71,363

 

27,085

 

106,330

 

52,870

 

NET INVESTMENT INCOME BEFORE INCOME TAXES

 

50,227

 

32,026

 

81,770

 

62,257

 

Income tax expense (benefit), including excise tax

 

686

 

78

 

524

 

109

 

NET INVESTMENT INCOME

 

49,541

 

31,948

 

81,246

 

62,148

 

REALIZED AND UNREALIZED NET GAINS (LOSSES) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS:

 

 

 

 

 

 

 

 

 

Net realized gains (losses):

 

 

 

 

 

 

 

 

 

Investments

 

12,307

 

(857

)

7,341

 

(2,644

)

Foreign currency transactions

 

 

116

 

85

 

68

 

Net realized gains (losses)

 

12,307

 

(741

)

7,426

 

(2,576

)

Net unrealized gains (losses):

 

 

 

 

 

 

 

 

 

Investments

 

72,813

 

3,579

 

122,556

 

(16,310

)

Foreign currency transactions

 

 

(33

)

(152

)

(18

)

Net unrealized gains (losses)

 

72,813

 

3,546

 

122,404

 

(16,328

)

Net realized and unrealized gains (losses) from investments and foreign currency transactions

 

85,120

 

2,805

 

129,830

 

(18,904

)

GAIN FROM THE ACQUISITION OF ALLIED CAPITAL

 

195,876

 

 

195,876

 

 

REALIZED GAIN (LOSS) ON EXTINGUISHMENT OF DEBT

 

(383

)

 

(383

)

26,543

 

NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS

 

$

330,154

 

$

34,753

 

$

406,569

 

$

69,787

 

BASIC AND DILUTED EARNINGS PER COMMON SHARE

 

$

1.73

 

$

0.36

 

$

2.57

 

$

0.72

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING — BASIC AND DILUTED

 

191,045,239

 

97,152,820

 

157,978,337

 

97,152,820

 

 

7



 

SCHEDULE 1

 

Reconciliations of basic and diluted Core EPS to basic and diluted GAAP EPS

 

Reconciliations of basic and diluted Core EPS (excluding professional fees and other costs related to the acquisition of Allied Capital Corporation (the “Allied Acquisition”)) to basic and diluted GAAP EPS, the most directly comparable GAAP financial measure, for the three months ended June 30, 2010 and 2009 are provided below.

 

 

 

For the three months ended

 

 

 

June 30, 2010

 

June 30, 2009

 

 

 

(unaudited)

 

(unaudited)

 

Basic and diluted Core EPS (excluding professional fees and other costs related to the Allied Acquisition)(1)

 

$

0.32

 

$

0.33

 

Professional fees and other costs related to the Allied Acquisition

 

(0.06

)

 

Net realized and unrealized gains (losses)

 

0.44

 

0.03

 

Gain on the Allied Acquisition

 

1.03

 

 

Incentive fees attributed to realized gains (losses)

 

 

 

Income tax expense related to realized gains

 

 

 

Basic and diluted GAAP EPS

 

$

1.73

 

$

0.36

 

 


(1) Basic and diluted Core EPS (excluding professional fees and other costs related to the Allied Acquisition) is a non-GAAP financial measure. Core EPS (excluding professional fees and other costs related to the Allied Acquisition) is the net per share increase (decrease) in stockholders’ equity resulting from operations less professional fees and other costs related to the Allied Acquisition, realized and unrealized gains and losses, any incentive management fees attributable to such realized gains and any income taxes related to such realized gains. Basic and diluted GAAP EPS is the most directly comparable GAAP financial measure. Ares Capital believes that Core EPS provides useful information to investors regarding financial performance because it is one method Ares Capital uses to measure its financial condition and results of operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

 

8


 

 

 

 

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