-----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, SXrRvB/Ar8nakXDFiTmbVjFdnhMH2tBlu8jRWlXGnOis1A9iUcknBRIVLJhqEAx2 tOEwXl6N0Og1JV6CoCDH9Q== 0001299933-06-001470.txt : 20060306 0001299933-06-001470.hdr.sgml : 20060306 20060306085150 ACCESSION NUMBER: 0001299933-06-001470 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060306 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060306 DATE AS OF CHANGE: 20060306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED CAPITAL CORP CENTRAL INDEX KEY: 0000003906 IRS NUMBER: 521081052 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-02708 FILM NUMBER: 06665916 BUSINESS ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2023311112 MAIL ADDRESS: STREET 1: 1919 PENNSYLVANIA AVENUE NW STREET 2: 1666 K STREET NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED CAPITAL LENDING CORP DATE OF NAME CHANGE: 19931116 FORMER COMPANY: FORMER CONFORMED NAME: ALLIED LENDING CORP DATE OF NAME CHANGE: 19920703 8-K 1 htm_10733.htm LIVE FILING Allied Capital Corporation (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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):   March 6, 2006

Allied Capital Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Maryland 0-22832 52-1081052
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1919 Pennsylvania Avenue, N.W., Washington, District of Columbia   20006
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   202 331-1112

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  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 March 6, 2006, Allied Capital issued a press release announcing its 2005 financial results. The press release is included as Exhibit 99.1 to this Form 8-K.

On March 2, 2006, Allied Capital issued a press release announcing that a definitive agreement has been signed to sell a majority equity interest in Advantage to an affiliate of J.W. Childs Associates, L.P. and Merrill Lynch Global Private Equity. The press release is included as Exhibit 99.2 to this Form 8-K.





Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Description
99.1 Press release dated March 6, 2006.
99.2 Press release dated March 2, 2006.






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.

         
    Allied Capital Corporation
          
March 6, 2006   By:   Penni F. Roll
       
        Name: Penni F. Roll
        Title: Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated March 6, 2006.
99.2
  Press release dated March 2, 2006.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

EXHIBIT 99.1

Allied Capital Announces 2005 Financial Results

March 6, 2006 – Washington, DC – Allied Capital Corporation (NYSE: ALD) today announced 2005 financial results.

Highlights for 2005

    Net income was $6.36 per share, or $872.8 million

    Net investment income was $1.00 per share, or $137.2 million

    The total of net investment income and net realized gains was $2.99 per share, or $410.7 million

    Net unrealized appreciation was $3.37 per share, or $462.1 million

    Regular quarterly dividends of $2.30 per share; an extra cash dividend of $0.03 per share was paid for 2005

    Net asset value was $19.17 per share

    Shareholders’ equity was $2.6 billion

    New investments totaled $1.68 billion for the year, including $347.5 million in the fourth quarter

Operating Results
For the year ended December 31, 2005, net investment income was $137.2 million or $1.00 per share, as compared to $201.0 million or $1.52 per share for the year ended December 31, 2004. Net realized gains were $273.5 million or $1.99 per share for the year ended December 31, 2005, as compared to $117.2 million or $0.88 per share for the year ended December 31, 2004. The sum of net investment income and net realized gains was $410.7 million or $2.99 per share for the year ended December 31, 2005, as compared to $318.2 million or $2.40 per share for the year ended December 31, 2004.

Net income for the year ended December 31, 2005, was $872.8 million or $6.36 per share, including net unrealized appreciation of $462.1 million or $3.37 per share. Net income for the year ended December 31, 2004, was $249.5 million or $1.88 per share, after net unrealized depreciation of $68.7 million or $0.52 per share. Net income can vary substantially from year to year primarily due to changes in unrealized appreciation or depreciation and the recognition of realized gains or losses, which vary from year to year.

For the three months ended December 31, 2005, net investment income was $37.1 million or $0.27 per share, as compared to $54.7 million or $0.40 per share for the three months ended December 31, 2004. Net realized losses were $15.0 million or $0.11 per share for the three months ended December 31, 2005, as compared to $58.5 million or $0.43 per share for the three months ended December 31, 2004. The sum of net investment income and net realized losses was $ 22.1 million or $0.16 per share for the three months ended December 31, 2005, as compared to a net loss of $3.8 million or $0.03 per share for the three months ended December 31, 2004.

Net income for the three months ended December 31, 2005, was $328.1 million or $2.36 per share, including net unrealized appreciation of $306.1 million or $2.20 per share. Net income for the three months ended December 31, 2004, was $47.8 million or $0.35 per share, including net unrealized appreciation of $51.7 million or $0.38 per share. Net income can vary substantially from quarter to quarter primarily due to changes in unrealized appreciation or depreciation and the recognition of realized gains or losses, which vary from quarter to quarter. As a result, quarterly comparisons of net income may not be meaningful.

For the year ended December 31, 2005, the Company invested a total of $1.68 billion. After total portfolio repayments and asset sales of $1.5 billion, including $718.1 million from the sale of the CMBS and CDO portfolio, and valuation and other changes during the year, the total portfolio was $3.6 billion at December 31, 2005. At December 31, 2005, the overall weighted average yield on the interest-bearing portfolio was 12.8%, as compared to 14.0% at December 31, 2004.
Shareholders’ equity was $2.6 billion at December 31, 2005, with a net asset value per share of $19.17 as compared to $2.0 billion or $14.87 per share at December 31, 2004.

Private Finance
The private finance portfolio totaled $3.5 billion at December 31, 2005. Loans and debt securities, which totaled $2.1 billion at December 31, 2005, had a weighted average yield of 13.0% as compared to 13.9% at December 31, 2004. Private finance investments funded totaled $330.3 million for the quarter. Significant new private finance investments during the fourth quarter of 2005 included:

    $64.9 million in the preferred shares of Callidus MAPS CLO Fund I LLC;

    $51.1 million in financing to support a minority recapitalization of Network Hardware Resale, Inc., a provider of pre-owned networking equipment;

    $45.9 million to Callidus Capital Corporation pursuant to its existing credit facility;

    $31.9 million of financing to support the buyout of Promo Works, L.L.C., an in-store product sampling company;

    $20.4 million of financing to support the leveraged recapitalization of Universal Air Filter Company, a designer and manufacturer of custom electronics cooling air filters;

    $18.3 million in senior financing to Event Rentals, Inc., a party and special event rental company;

    $16.6 million to Mercury Air Centers, Inc., an operator of fixed base operations, to finance several acquisitions;

    $14.9 million in financing to Triview Investments, Inc. — $7.5 million to finance a recapitalization of Triax Holdings, LLC and $7.4 million in acquisition financing to Longview Cable & Data, LLC;

    $14.8 million in acquisition financing to Red Hawk Industries, a provider of electronic and physical security products, systems and services to financial institutions;

    $10.9 million to support the buyout of Transamerican Auto Parts, LLC, a retailer, wholesaler and manufacturer/supplier of parts and accessories for light trucks, Jeep vehicles and SUVs;

    $10.0 million to Business Loan Express, LLC, under a short-term revolving credit facility;

    $8.5 million in growth financing to S.B. Restaurant, Inc., an owner and operator of casual dining, full-service restaurants; and

    $7.2 million in financing to support a recapitalization of Geotrace Technologies, Inc., a provider of subsurface imaging solutions and sophisticated reservoir analysis to the oil and gas industry.

Investments funded in January and February of 2006 totaled $526.3 million.

Portfolio Quality
Allied Capital employs a grading system to monitor the quality of its 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 December 31, 2005, Grade 1 investments totaled $1.6 billion, or 45.6% of the total portfolio at value; Grade 2 investments totaled $1.7 billion, or 48.0% of the total portfolio; Grade 3 investments totaled $149.1 million, or 4.1% of the total portfolio; Grade 4 investments totaled $26.5 million, or 0.7% of the total portfolio; and Grade 5 investments totaled $57.0 million, or 1.6% of the total portfolio.

Loans and debt securities over 90 days delinquent totaled $80.7 million at December 31, 2005, as compared to $132.6 million at December 31, 2004. Loans and debt securities not accruing interest totaled $155.8 million at December 31, 2005, as compared to $114.9 million at December 31, 2004. In general, the company does not accrue interest on loans or debt securities where there is doubt about interest collection or where the enterprise value of the portfolio company may not support further accrual. As a result loans or debt securities on non-accrual may be different than loans or debt securities that are over 90 days delinquent.

Liquidity and Capital Resources
At December 31, 2005, the company had cash and investments in money market securities of $53.3 million, a newly established liquidity portfolio totaling $200.3 million, outstanding long-term debt of $1.2 billion, and outstanding borrowings of $91.8 million on a revolving line of credit. At December 31, 2005, the company had a weighted average cost of debt of 6.5% and its regulatory asset coverage was 309%. The company is required to maintain regulatory asset coverage of at least 200%.

On January 31, 2006, the Company sold 3.0 million shares of its common stock for proceeds totaling $83.0 million, net of underwriting discounts and estimated offering expenses. The Company primarily used the net proceeds of the offering to reduce borrowings under its revolving line of credit and for general corporate purposes.

Quarterly Dividend of $0.59 Per Share Declared
As previously released on January 23, 2006, the Company declared its170th regular quarterly dividend of $0.59 per share for the first quarter of 2006. The dividend is payable as follows:

     
Record date:
Payable date:
  March 17, 2006
March 31, 2006

The Company’s dividend is paid from taxable income. The Board determines the dividend based on annual estimates of taxable income, which differ from book income due to changes in unrealized appreciation and depreciation and due to temporary and permanent differences in income and expense recognition.

Webcast/ Conference Call at 10:15 a.m. ET on March 6, 2006
The company will host a webcast/ conference call at 10:15 a.m. (Eastern Time) to discuss the results for the year. PLEASE VISIT THE PRESENTATIONS & REPORTS SECTION OF THE INVESTOR RESOURCES PORTION OF THE COMPANY’S WEBSITE FOR A SLIDE PRESENTATION THAT COMPLEMENTS TODAY’S CONFERENCE CALL.

All interested parties are welcome to attend the live webcast, which will be hosted through our web site at www.alliedcapital.com. Please visit the web site to test your connection before the call. You can also access the conference call by dialing (888) 689-4612 approximately 15 minutes prior to the call. International callers should dial (706) 645-0106. All callers should reference the passcode “Allied Capital”.

An archived replay of the event will be available through March 20, 2006 by calling (800) 642-1687 (international callers please dial (706) 645-9291). Please reference passcode “5023608”. An archived replay will also be available on our website. For complete information about the webcast / conference call and the replay, please visit our web site or call Allied Capital Investor Relations at (888) 818-5298.

About Allied Capital
Allied Capital Corporation, a leading business development company with total assets of more than $4 billion, has paid regular, quarterly cash dividends to shareholders since 1963. Allied Capital invests in the American entrepreneurial economy by providing capital to companies seeking a long-term financial partner and access to managerial resources often unavailable to smaller companies. Since its IPO in 1960, the Company has provided long-term debt and equity financing to thousands of middle market companies. In serving its shareholders, Allied Capital helps build middle market businesses and support American jobs. The Company’s private finance portfolio includes investments in over 100 companies that generate aggregate revenues of more than $10 billion and employ more than 85,000 people.

Headquartered in Washington, DC, Allied Capital offers shareholders the opportunity to participate in the private equity industry through an investment in the Company’s New York Stock Exchange-listed stock, which is traded under the symbol ALD. For more information, please visit www.alliedcapital.com, call Allied Capital investor relations toll-free at (888) 818-5298, or e-mail us at ir@alliedcapital.com. All media inquiries should be directed to Stan Collender of Financial Dynamics at (202) 434-0601.

Forward-Looking Statements
The information contained in this press release contains forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements, and these factors are enumerated in Allied Capital’s filings with the Securities and Exchange Commission.

1

                                 
CONSOLIDATED BALANCE SHEET    
(in thousands, except per share amounts)    
                    December 31,   December 31,
                    2005   2004
                    (unaudited)        
ASSETS
                               
Portfolio at value:
                               
   Private finance
          $ 3,479,290     $ 2,302,086  
   Commercial real estate finance
            127,065       711,325  
 
                               
      Total portfolio at value
    3,606,355       3,013,411  
Liquidity portfolio
                    200,305        
Investments in money market securities
            21,967       -  
Deposits of proceeds from sales of borrowed Treasury securities
            17,666       38,226  
Accrued interest and dividends receivable
            60,366       79,489  
Other assets
                    87,858       72,712  
Cash
                    31,363       57,160  
      Total assets
  $ 4,025,880     $ 3,260,998  
 
                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Liabilities:
                               
   Notes payable and debentures
          $ 1,193,040     $ 1,064,568  
   Revolving line of credit
            91,750       112,000  
   Obligations to replenish borrowed Treasury securities
    17,666       38,226  
   Accounts payable and other liabilities
            102,878       66,426  
 
                               
      Total liabilities
    1,405,334       1,281,220  
Shareholders’ equity:
                               
   Common stock
            14       13  
   Additional paid-in capital
            2,177,283       2,094,421  
   Common stock held in deferred compensation trust
    (19,460 )     (13,503 )
   Notes receivable from sale of common stock
    (3,868 )     (5,470 )
   Net unrealized appreciation (depreciation) on portfolio
    354,325       (107,767 )
   Undistributed (distributions in excess of) earnings
    112,252       12,084  
 
                               
      Total shareholders' equity
    2,620,546       1,979,778  
 
                               
      Total liabilities and shareholders' equity
  $ 4,025,880     $ 3,260,998  
 
                               
Net asset value per common share
          $ 19.17     $ 14.87  
Common shares outstanding
                    136,697       133,099  

2

                                         
CONSOLIDATED STATEMENT OF OPERATIONS    
(in thousands, except per share amounts)   Three Months Ended   Year Ended
            December 31,   December 31,
            2005   2004   2005   2004
            (unaudited)   (unaudited)   (unaudited)        
Interest and related portfolio income
                               
   Interest and dividends
  $ 84,525     $ 86,102     $ 317,153     $ 319,642  
   Loan prepayment premiums
    1,615       1,292       6,250       5,502  
   Fees and other income
    12,029       13,568       50,749       41,946  
 
                                       
   Total interest and related portfolio
    98,169       100,962       374,152       367,090  
   income
                       
Expenses
                                       
   Interest
    19,684       18,301       76,798       75,650  
   Employee
    25,998       15,568       78,300       53,739  
   Administrative
    11,335       9,614       70,267       34,686  
 
                                       
   Total operating expenses
    57,017       43,483       225,365       164,075  
 
                                       
Net investment income before income taxes
    41,152       57,479       148,787       203,015  
Income tax expense, including excise tax
    4,079       2,801       11,561       2,057  
Net investment income
            37,073       54,678       137,226       200,958  
 
                                       
Net realized and unrealized gains (losses)
                               
   Net realized gains (losses)
    (14,999 )     (58,513 )     273,496       117,240  
   Net change in unrealized appreciation or
    306,066       51,672       462,092       (68,712 )
   depreciation
                       
   Total net gains (losses)
    291,067       (6,841 )     735,588       48,528  
 
                                       
Net increase in net assets resulting from operations
  $ 328,140     $ 47,837     $ 872,814     $ 249,486  
 
                                       
Diluted net investment income per common share
  $ 0.27     $ 0.40     $ 1.00     $ 1.52  
Diluted earnings per common share
  $ 2.36     $ 0.35     $ 6.36     $ 1.88  
Weighted average common shares outstanding — diluted
    139,172       135,349       137,274       132,458  

3 EX-99.2 3 exhibit2.htm EX-99.2 EX-99.2

EXHIBIT 99.2

Allied Capital to Sell a Majority Equity Interest in Advantage Sales & Marketing to
J.W. Childs Associates and Merrill Lynch Global Private Equity

March 2, 2006 –– Washington, DC –– Allied Capital Corporation (NYSE:ALD) and Advantage Sales & Marketing, Inc. (“Advantage”) announced today that a definitive agreement has been signed to sell a majority equity interest in Advantage to an affiliate of J.W. Childs Associates, L.P. and Merrill Lynch Global Private Equity. Allied Capital, along with Advantage management, will retain equity investments in the business as minority shareholders.

Based on the definitive agreement, Advantage will sell for an enterprise value of approximately $1.05 billion, subject to pre- and post-closing adjustments. Allied Capital expects to realize a gain on the equity being sold of approximately $415 million, subject to pre- and post-closing adjustments. As consideration for the common stock it is selling in the transaction, Allied Capital expects to receive a $180 million subordinated note, with the balance of the consideration to be paid in cash. Approximately $35 million of Allied Capital’s proceeds will be subject to certain holdback provisions. In addition, Allied Capital will be repaid its $184 million in subordinated debt currently outstanding.

“The consolidation of the former Advantage member businesses over the last 18 months has led to significant value creation for all of Advantage’s shareholders and has resulted in a more efficient business that is better able to service its clients and customers,” said John Shulman, Managing Director of Allied Capital. “Allied Capital is thrilled to have the opportunity to continue to partner with this outstanding management team, and with J.W. Childs and Merrill Lynch Global Private Equity, who bring significant financial resources and experience in the consumer packaged goods industry.”

“This transaction brings us to the next chapter in the evolution of our business,” said Sonny King, Chairman and Chief Executive Officer of Advantage. “We are excited to have J.W. Childs and Merrill Lynch Global Private Equity on board to support us in our efforts as we continue to pursue our growth strategy. We are also very pleased that Allied Capital will remain our financial partner and that John Shulman will continue to hold a seat on our Board of Directors.”

The transaction is expected to close by the end of the first quarter of 2006, subject to certain closing conditions.

Sawaya Segalas & Co., LLC served as the exclusive financial advisor to Advantage on the transaction.

About Allied Capital
Allied Capital Corporation, a leading business development company with total assets of more than $3 billion, has paid regular, quarterly cash dividends to shareholders since 1963. Allied Capital invests in the American entrepreneurial economy by providing capital to companies seeking a long-term financial partner and access to managerial resources often unavailable to smaller companies. Since its IPO in 1960, the Company has provided long-term debt and equity financing to thousands of middle market companies. In serving its shareholders, Allied Capital helps build middle market businesses and support American jobs. The Company’s private finance portfolio includes investments in over 100 companies that generate aggregate revenues of more than $10 billion and employ more than 85,000 people.

Headquartered in Washington, DC, Allied Capital offers shareholders the opportunity to participate in the private equity industry through an investment in the Company’s New York Stock Exchange-listed stock, which is traded under the symbol ALD. For more information, please visit www.alliedcapital.com, call Allied Capital investor relations toll-free at (888) 818-5298, or e-mail us at ir@alliedcapital.com. All media inquiries should be directed to Stan Collender of Financial Dynamics at (202) 434-0601.

About Advantage Sales & Marketing
Advantage Sales & Marketing is a leading sales and marketing agency in the U.S., providing outsourced sales, merchandising, and marketing services to manufacturers, suppliers, and producers of consumer packaged goods. The company manages thousands of food and non-food products on behalf of a client base comprised of more than 1,200 manufacturers. Advantage has operations throughout the United States and Canada. For more information, please visit the company’s website at www.asmnet.com.

About J.W. Childs Associates, L.P.
J.W. Childs Associates, L.P. is a private equity firm based in Boston, Massachusetts specializing in leveraged buyouts and recapitalizations of middle-market growth companies. Since 1995, JWC has completed investments with a total transaction value in excess of $8.0 billion.  JWC currently invests through J.W. Childs Equity Partners III, L.P., an investment fund with total committed capital of $1.75 billion. For more information, please visit J.W. Childs Associates, L.P.’s website at www.jwchilds.com.

About Merrill Lynch Global Private Equity
Merrill Lynch Global Private Equity is the private equity arm of Merrill Lynch & Co., Inc.  Merrill Lynch is one of the world’s leading wealth management, capital markets and advisory companies, with offices in 36 countries and territories and total client assets of approximately $1.8 trillion.  As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide.  Through Merrill Lynch Investment Managers, the company is one of the world’s largest managers of financial assets.  Firmwide, assets under management total $544 billion.  For more information on Merrill Lynch, please visit www.ml.com.

Forward-Looking Statements
The information contained in this press release contains forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements, and these factors are enumerated in Allied Capital’s filings with the Securities and Exchange Commission.

###

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