UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT
P
ursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report  (Date of earliest event reported)  May 8, 2006

 

ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)

 

Maryland

000-50697

33-1089684

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

 

780 Third Avenue, 46 th Floor, 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):

 

                ¨ 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 May 8, 2006, the Registrant issued a press release announcing its financial results for the quarter ended March 31, 2006.  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, filed herewith as Exhibit 99.1, and by this reference incorporated herein, on May 8, 2006 announcing the declaration of a first quarter dividend of $0.38 per share.  The record date for the dividend is June 15, 2006 and it will be paid on June 30, 2006.

 

Item 9.01  Financial Statements and Exhibits.

 

(d)           Exhibits:

 

Exhibit Number

 

Description

99.1

 

Press Release, dated as of May 8, 2006

 

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: May 8, 2006

 

 

 

By:

/s/Daniel F. Nguyen

 

Name:

Daniel F. Nguyen

 

Title:

Chief Financial Officer

 

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Exhibit 99.1

 

ARES CAPITAL CORPORATION

DECLARES DIVIDEND OF $0.38 PER SHARE AND

ANNOUNCES MARCH 31, 2006 FINANCIAL RESULTS

 

SECOND QUARTER DIVIDEND DECLARED

New York, NY — May 8, 2006 — Ares Capital Corporation (NASDAQ:  ARCC) announced that its Board of Directors has declared a second quarter dividend of $0.38 per share, payable on June 30, 2006 to stockholders of record as of June 15, 2006.

 

MARCH 31, 2006 FINANCIAL RESULTS

Ares Capital today announced financial results for its first quarter ended March 31, 2006.

 

HIGHLIGHTS

                                Stockholders’ Equity (at March 31, 2006 ):  $571.4 million

                                Net Assets per Share (at March 31, 2006):  $15.03

                                Total Fair Value of Investments:  $747.1 million

                                Declared  1 st Quarter 2006 Dividend:  $0.36

                                Reported 1 st Quarter 2006 Basic and Diluted GAAP EPS:  $0.36

                                Reported 1 st Quarter 2006 Basic and Diluted core EPS:  $0.31(1)

 

First Quarter 2006 Operating Results:

                                Net income:  $13,843,033 or $0.36 per share

                                Net investment income:  $11,691,535 or $0.31 per share

                                Net realized and unrealized gains:  $2,151,498 or $0.05 per share

 

First Quarter 2006 Portfolio Activity

                                Purchase cost of additional investments made during period: $195.4 million

                                Sales/redemptions of investments during period:  $37.3 million

                                Number of portfolio company investments as of March 31, 2006:  48

                                Weighted average yield of income producing equity securities and debt as of March 31, 2006:  11.47%(2)


(1)  Basic and diluted core EPS is a non-GAAP financial measure. Core EPS is the net per share increase in stockholders’ equity  resulting from operations less capital gains and losses and any incentive management fees attributable to such capital gains and losses. The most directly comparable GAAP financial measure is the net per share increase in stockholders’ equity resulting from operations, which is reflected above as “Reported 1 st Quarter 2006 Basic and Diluted GAAP EPS”.  The Company believes that core EPS provides useful information to investors regarding financial performance because it is one method the Company 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 to the most directly comparable GAAP financial measure is set forth in Schedule 1 hereto.

 

(2)  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, divided by (b) total income producing equity securities and debt at fair value.

 



 

                                Average total assets for the quarter was $675.1 million

 

OPERATING RESULTS

For the quarter ended March 31, 2006, Ares Capital reported net income of $13.8 million or $0.36 per share.  Net investment income for the first quarter ended March 31, 2006 was $11.7 million or $0.31 per share.  Net realized and unrealized gains were $2.1 million or $0.05 per share for the first quarter of 2006.

In the first quarter of 2006 Ares Capital invested approximately $195.4 million in new commitments across 13 portfolio companies (11 new borrowers and 2 existing borrowers).  11 separate private equity sponsors were represented in these new transactions.  Of these 11, 2 were firms with which Ares Capital had already completed a transaction.  In total, 41 separate private equity sponsors are represented in the Ares Capital portfolio.  Of the $195.4 million in new commitments during the quarter, approximately 49%, 29%, 16% and 6% were made in first lien senior secured debt, second lien senior secured debt, senior subordinated debt and equity/other securities, respectively. 70% of such investments were floating rate.  Specifically during the quarter, significant new commitments included:

                                $26.0 million in first lien senior term debt and equity of a medical school operator;

                                $22.0 million in first lien senior term debt and senior subordinated debt of a bankruptcy and foreclosure processing services provider;

                                $20.2 million in first lien senior term debt and second lien senior term debt of a radiation oncology care provider;

                                $20.0 million in first lien senior term debt of a television broadcasting company;

                                $19.9 million in first lien senior term debt and preferred stock of a printing management services provider; and,

                                $18.5 million in first lien senior debt to a large consumer products company.

During the first quarter of 2006, Ares Capital had net realized and unrealized gains of $2.1 million.  The portfolio value of the company’s investments at March 31, 2006 was $747.1 million.  As of March 31, 2006, these portfolio investments (excluding cash and cash equivalents) were comprised of approximately 64% senior secured debt securities (31% first lien and 33% second lien assets), 19% mezzanine debt securities, 13% preferred/common equity securities and 4% other securities (senior notes/CDO investments).

 

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In addition to $76.1 million of investments that Ares Capital Corporation has made since March 31, 2006, Ares Capital has outstanding commitments to fund an aggregate of approximately $160 million of investments.  Ares Capital expects to syndicate a portion of these commitments to third parties.  In addition, Ares Capital has a pipeline of approximately $250 million.  The consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the prospective portfolio company, our acceptance of the terms and structure of such investment, the execution and delivery of satisfactory documentation and the receipt of any necessary consents. We cannot assure you that we will make any of these investments.

Total assets were $778.6 million as of March 31, 2006.  Stockholders’ equity was $571.4 million at March 31, 2006, while net assets per share was $15.03.  As of March 31, 2006, the weighted average yield of income producing equity securities and debt was 11.47% (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, divided by (b) total income producing equity securities and debt at fair value).  As of March 31, 2006, 61% of the fund’s assets were in floating rate debt securities.

“2006 continues to be an exciting time for ARCC, as we see growth in our market presence as demonstrated by our increase in originations quarter over quarter as well as significant backlog and pipeline looking forward,” said President Michael Arougheti. “Our franchise continues to strengthen and gain both investor and sponsor attention and confidence as we establish ourselves as a premier “one-stop” financing source for middle market companies and private equity sponsors.”

PORTFOLIO QUALITY

Ares Capital employs an investment rating system (Grade 1 to 4) to categorize its investments.  As of March 31, 2006, the weighted average grade of Ares Capital’s portfolio investments was 3.1 (with no 1.0 ratings in the portfolio).  Grade 4 is for those investments that involve the least amount of risk in our portfolio (i.e. the borrower is performing above expectations and the trends and risk factors are generally favorable).  Grade 3 is for those investments that involve a level of risk that is similar to the risk at the time of origination (i.e. the borrower is performing as expected and the risk factors are neutral to favorable).  Grade 2 is for those investments where a borrower is performing below expectations and indicates that the risk has increased materially since origination.  Grade 1 is for those investments that are not anticipated to be repaid in full.

 

3



 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2006 we had $109.2 million outstanding under the separate $350 million credit facility of our subsidiary, Ares Capital CP Funding LLC, a single member, special purpose, limited liability company, which expires on November 1, 2006, unless extended prior to such date with the consent of the lenders.  As of March 31, 2006, we had $76.0 million outstanding under our $250 million revolving credit facility, which expires on December 28, 2010.

 

DIVIDEND

 

For the three months ended March 31, 2006, Ares Capital declared a dividend on February 28, 2006 of $0.36 per share for a total of $13,682,573.  The record date was March 24, 2006 and the dividend was distributed on April 14, 2006.

 

CONFERENCE CALL

 

The company will host a conference call, Monday, May 8, 2006, at 5:00 p.m. (ET) to discuss its first quarter 2006 financial results.  All interested parties are welcome to participate. You can access the conference call by dialing (800) 251-3185 approximately 5-10 minutes prior to the call.  International callers should dial (415) 908-4720.  All callers should reference “Ares Capital Corporation.” An archived replay of the call will be available through May 15, 2006 by calling (800) 633-8625.  International callers please dial (402) 977-9141. For all replays, please reference pin #21290916.

 

ABOUT ARES CAPITAL CORPORATION

 

Ares Capital Corporation is a closed-end, non-diversified management investment company that is regulated as a business development company under the Investment Company Act of 1940. Its investment objectives are to generate both current income and capital appreciation through debt and equity investments. Ares Capital Corporation invests primarily in first and second lien senior loans and mezzanine debt, which in some cases includes an equity component, and, to a lesser extent, in equity investments in private middle market companies.

 

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

 

4



 

FORWARD-LOOKING STATEMENTS

 

Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are not guarantees of future performance or results and involve a number of risks and uncertainties.  Actual results 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.  The Company undertakes no duty to update any forward-looking statements made herein.

 

INFO SOURCES

 

Ares Capital Corporation; Regulatory Filings (SEC)

 

Merritt S. Hooper
Ares Capital Corporation
310-201-4200

 

5



 

ARES CAPITAL CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

As of March 31, 2006 and December 31, 2005

 

 

 

As of

 

 

 

March 31, 2006

 

December 31, 2005

 

 

 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

Investments at fair value (amortized cost of $740,988,027 and $581,351,865, respectively)

 

 

 

 

 

Non-control/Non-affiliate investments

 

$

644,751,610

 

$

515,184,991

 

 

 

 

 

 

 

Affiliate investments

 

102,393,539

 

70,783,384

 

 

 

 

 

 

 

Total investments at fair value

 

747,145,149

 

585,968,375

 

 

 

 

 

 

 

Cash and cash equivalents

 

19,034,286

 

16,613,334

 

 

 

 

 

 

 

Receivable for open trades

 

1,025,671

 

1,581,752

 

 

 

 

 

 

 

Interest receivable

 

7,958,177

 

5,828,098

 

 

 

 

 

 

 

Other assets

 

3,457,273

 

3,653,585

 

Total assets

 

$

778,620,556

 

$

613,645,144

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Credit facility payable

 

$

185,200,000

 

$

18,000,000

 

Reimbursed underwriting costs payable to the Inv’t Adviser

 

 

2,475,000

 

 

 

 

 

 

 

Dividend payable

 

13,682,573

 

12,889,225

 

Payable for open trades

 

 

5,500,000

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

1,654,641

 

1,222,678

 

 

 

 

 

 

 

Management and incentive fees payable

 

5,466,543

 

3,478,034

 

 

 

 

 

 

 

Interest and facility fees payable

 

1,241,461

 

313,930

 

Interest payable to the Investment Adviser

 

 

154,078

 

Total liabilities

 

$

207,245,218

 

$

44,032,945

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $.001 per share, 100,000,000 common shares authorized, 38,007,148 and 37,909,484 common shares issued and outstanding, respectively

 

38,008

 

37,910

 

 

 

 

 

 

 

Capital in excess of par value

 

560,795,135

 

559,192,554

 

Accumulated net realized gain on sale of investments

 

4,385,073

 

5,765,225

 

Net unrealized appreciation on investments

 

6,157,122

 

4,616,510

 

Total stockholders’ equity

 

571,375,338

 

569,612,199

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

778,620,556

 

$

613,645,144

 

 

 

 

 

 

 

NET ASSETS PER SHARE

 

$

15.03

 

$

15.03

 

 

6



 

ARES CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

3 Months Ended

 

3 Months Ended

 

 

 

March 31, 2006

 

March 31, 2005

 

 

 

(unaudited)

 

(unaudited)

 

INVESTMENT INCOME:

 

 

 

 

 

From non-control/non-affiliate investments:

 

 

 

 

 

Interest from investments

 

$

15,051,133

 

$

4,920,655

 

Interest from cash & cash equivalents

 

231,229

 

30,356

 

Capital structuring service fees

 

1,746,205

 

303,750

 

Other income

 

42,543

 

59,396

 

Total investment income from non-control/non-affiliate investments

 

17,071,110

 

5,314,157

 

 

 

 

 

 

 

From affiliate investments:

 

 

 

 

 

Interest from investments

 

2,476,932

 

310,593

 

Capital structuring service fees

 

583,810

 

 

Other income

 

59,453

 

125,842

 

Total investment income from affiliate investments

 

3,120,195

 

436,435

 

Total investment income

 

20,191,305

 

5,750,592

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Base management fees

 

2,543,659

 

814,712

 

Incentive management fees

 

2,922,884

 

270,284

 

Administrative

 

177,537

 

233,272

 

Professional fees

 

471,451

 

164,994

 

Directors fees

 

63,250

 

72,165

 

Insurance

 

188,101

 

142,813

 

Interest and credit facility fees

 

1,322,310

 

375,290

 

Interest payable to the Investment Adviser

 

25,879

 

51,725

 

Amortization of debt issuance costs

 

407,310

 

65,690

 

Other

 

168,509

 

29,818

 

Total expenses

 

8,290,890

 

2,220,763

 

 

 

 

 

 

 

NET INVESTMENT INCOME BEFORE INCOME TAXES

 

11,900,415

 

3,529,829

 

Income tax expense, including excise tax

 

208,880

 

 

NET INVESTMENT INCOME

 

11,691,535

 

3,529,829

 

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

 

 

 

 

 

Net realized gains (losses):

 

 

 

 

 

Net realized gains from non-control/non-affiliate investment transactions

 

563,603

 

409,180

 

Net realized gains (losses) from affiliate investment transactions

 

47,283

 

(150

)

Net realized gains from investment transactions

 

610,886

 

409,030

 

 

 

 

 

 

 

Net unrealized gains (losses):

 

 

 

 

 

Investment transactions from non-control/non-affiliate investments

 

3,985,530

 

4,566,231

 

Investment transactions from affiliate investments

 

(2,444,918

)

(1,184

)

Net unrealized gains from investment transactions

 

1,540,612

 

4,565,047

 

 

 

 

 

 

 

Net realized and unrealized gain on investments

 

2,151,498

 

4,974,077

 

 

 

 

 

 

 

NET INCREASE IN STOCKHOLDERS' EQUITY RESULTING FROM OPERATIONS

 

$

13,843,033

 

$

8,503,906

 

BASIC AND DILUTED EARNINGS PER COMMON SHARE

 

$

0.36

 

$

0.69

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING

 

37,988,700

 

12,275,457

 

 

7



 

SCHEDULE 1

 

Reconciliation of basic and diluted core EPS to basic and diluted GAAP EPS

 

 

Reconciliation of basic and diluted core EPS to basic and diluted GAAP EPS, the most directly comparable GAAP financial measure, for the quarter ended March 31, 2006 is provided below.

 

 

 

Quarter ended
March 31, 2006

 

Basic and diluted core EPS(1)

 

$

0.31

 

EPS attributable to capital gains and losses and any incentive management fees related to such capital gains and losses

 

$

0.05

 

Basic and diluted GAAP EPS

 

$

0.36

 


(1)  Basic and diluted core EPS is a non-GAAP financial measure. Core EPS is the net per share increase in stockholders’ equity  resulting from operations less capital gains and losses and any incentive management fees attributable to such capital gains and losses.  The Company believes that core EPS provides useful information to investors regarding financial performance because it is one method the Company 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.

 

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