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)  February 28 , 2006

 

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.)

 

 

 

 

 

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):

 

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 February 28, 2006, the Registrant issued a press release announcing its financial results for the fiscal year ended December 31, 2005.  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 February 28, 2006 announcing the declaration of a first quarter dividend of $0.36 per share.  The record date for the dividend is March 24, 2006 and it will be paid on April 14, 2006.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits:

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated as of February 28, 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:

February 28, 2006

 

 

 

 

By:

/s/Daniel F. Nguyen

 

 

Name: Daniel F. Nguyen

 

Title: Chief Financial Officer

 

3


Exhibit 99.1

 

 

ARES CAPITAL CORPORATION

DECLARES DIVIDEND OF $0.36 PER SHARE AND

ANNOUNCES DECEMBER 31, 2005 FINANCIAL RESULTS

 

FIRST QUARTER DIVIDEND DECLARED

 

New York, NY – February 28, 2006 – Ares Capital Corporation (Nasdaq:  ARCC) announced that its Board of Directors has declared a first quarter dividend of $0.36 per share, payable on April 14, 2006 to stockholders of record as of March 24, 2006.

 

DECEMBER 31, 2005 FINANCIAL RESULTS

 

Ares Capital today announced financial results for its fourth quarter and year ended December 31, 2005.

 

HIGHLIGHTS

 

                              Stockholders’ Equity (at December 31, 2005 ):  $569.6 million

                              Net Assets per Share (at December 31, 2005):  $15.03

                              Total Fair Value of Investments:  $586.0 million

                              Declared  4 th Quarter 2005 Dividend:  $0.34

                              Reported 4 th Quarter 2005 Basic and Diluted GAAP EPS:  $0.45

                              Reported 4 th  Quarter 2005 Basic and Diluted core EPS:  $0.30 (1)

                              Reported Year Ended 2005 Basic and Diluted GAAP EPS: $1.78

                              Reported Year Ended 2005 Basic and Diluted core EPS: $1.20 (1)

 

Fourth Quarter 2005 Operating Results:

                              Net income:  $15,863,024 or $0.45 per share

                              Net investment income:  $11,581,559 or $0.33 per share

                              Net realized and unrealized gains:  $4,281,465 or $0.12 per share

 


(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 4 th Quarter 2005 Basic and Diluted GAAP EPS” and “Reported Year Ended 2005 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.

 



 

Year Ended 2005 Operating Results:

                              Net income:  $41,851,076 or $1.78 per share

                              Net investment income:  $27,123,800 or $1.15 per share

                              Net realized and unrealized gains:  $14,727,276 or $0.63 per share

 

Fourth Quarter 2005 Portfolio Activity

                              Purchase cost of additional investments made during period: $171.1 million

                              Sales/redemptions of investments during period:  $14.7 million

                              Number of portfolio company investments as of December 31, 2005:  38

                              Weighted average yield of income producing equity securities and debt as of December 31, 2005:  11.25%(2)

                              Average total assets for the quarter was $554.2 million

 

Year Ended 2005 Portfolio Activity

                              Purchase cost of additional investments made during period: $504.3 million

                              Sales/redemptions of investments during period:  $108.4 million

                              Average total assets for the year was $386.7 million

 

OPERATING RESULTS

For the quarter ended December 31, 2005, Ares Capital reported net income of $15.9 million or $0.45 per share.  Net investment income for the fourth quarter ended December 31, 2005 was $11.6 million or $0.33 per share.  Net realized and unrealized gains were $4.3 million or $0.12 per share for the fourth quarter of 2005.

 

For the year ended December 31, 2005, Ares Capital reported net income of $41.9 million or $1.78 per share.  Net investment income for the year ended December 31, 2005 was $27.1 million or $1.15 per share.  Net realized and unrealized gains were $14.7 million or $0.63 per share for the year ended December 31, 2005.

 

In the fourth quarter of 2005 Ares Capital invested approximately $171.1 million in new commitments across 11 portfolio companies (nine new borrowers and two existing borrowers).  Nine separate private equity sponsors were represented in these new transactions.  Of these nine, 3 were firms with which Ares Capital had already completed a transaction.  In total, 35 separate private equity sponsors are represented in the Ares Capital portfolio.  Of the $171.1 million in new commitments during the quarter, approximately 27%, 56%, 11% and 6% were made in first lien senior secured debt, second lien senior secured debt, senior subordinated debt and equity/other securities, respectively. 67% of such investments were floating rate.  Specifically during the quarter, significant new commitments included:

 


(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.

 

2



 

                  $33.0 million as lead investor in second lien senior secured term debt of a private school operator;

 

                  $29.0 million as lead investor in second lien senior secured term debt of an acute care hospital operator;

 

                  $16.7 million in first lien senior secured term debt of a dialysis provider;

 

                  $16.0 million in second lien senior secured term debt of a plastics container manufacturer;

 

                  $13.8 million in first lien senior secured term debt of a party rental services operator;

 

During the year ended December 31, 2005, Ares Capital invested approximately $504.3 million in new commitments across 31 portfolio companies (23 new borrowers and eight existing borrowers).  Of the $504.3 million in new commitments during the year, approximately 43%, 25%, 15% and 17% were made in first lien senior secured debt, second lien senior secured debt, senior subordinated debt and equity/other securities, respectively. 64% of such investments were floating rate.

 

During the fourth quarter of 2005, Ares Capital had net realized and unrealized gains of $4.3 million.  During the year ended December 31, 2005, Ares Capital had net realized and unrealized gains of $14.7 million.  The portfolio value of the company’s investments at December 31, 2005 was $586.0 million.  These portfolio investments (excluding cash and cash equivalents) were comprised of approximately 58% senior secured debt securities (32% first lien and 26% second lien assets), 22% mezzanine debt securities, 15% preferred/common equity securities and 5% other securities (senior notes/CDO investments) as of December 31, 2005.

 

In addition to $98.2 million of investments that Ares Capital Corporation has made since December 31, 2005, Ares Capital has outstanding commitments to fund an aggregate of over $352 million of investments.  Ares Capital expects to syndicate a portion of these commitments to third parties.  In addition, Ares Capital has signed proposal letters or mandates from other companies for additional investments in an aggregate of approximately $145 million.  The consummation of any of the investments in this backlog and pipeline of close to $500 million 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.

 

3



 

Total assets were $613.6 million as of December 31, 2005.  Stockholders’ equity was $569.6 million at December 31, 2005, while net assets per share was $15.03.  As of December 31, 2005, the weighted average yield of income producing equity securities and debt was 11.25% (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 December 31, 2005, 57% of the fund’s assets were in floating rate debt securities.

 

“2005 was an important year for ARCC, as we scaled our equity base and funding lines to address the broadest range of opportunities in our core markets,” said President Michael Arougheti. “We witnessed exciting growth in our franchise and market presence, and grew originations quarter over quarter.  Through consistent and thoughtful execution we have established ARCC as a premier “one-stop” financing source for middle market companies.”

 

PORTFOLIO QUALITY

 

Ares Capital employs an investment rating system (Grade 1 to 4) to categorize its investments.  As of December 31, 2005, 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.

 

Ares Capital President Michael Arougheti said “We are thrilled with the credit and investment performance in the portfolio and are proud that we have been able to deliver consistent value to our stockholders.”

 

LIQUIDITY AND CAPITAL RESOURCES

 

During 2005, Ares Capital has raised a total of approximately $398 million in net proceeds from public offerings of its common stock.  In December 2005, Ares Capital entered into a Senior Secured Revolving Credit Agreement that provides for up to $250 million of borrowings.  As of December 31, 2005 we had $18.0 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 December 31, 2005, we had no amounts outstanding under the $250 million credit facility, which expires on December 28, 2010.

 

4



 

DIVIDEND

 

For the period from October 1, 2005 through December 31, 2005, Ares Capital declared a dividend on December 12, 2005 of $0.34 per share for a total of $12,889,224.  The record date was December 22, 2005 and the dividend was distributed on January 17, 2006.

 

CONFERENCE CALL

 
The company will host a conference call, Tuesday, February 28, 2006, at 4:30 p.m. (ET) to discuss its fourth quarter and year ended 2005 financial results.  All interested parties are welcome to participate. You can access the conference call by dialing (800) 732-9370 approximately 5-10 minutes prior to the call. International callers should dial (212) 346-6535.  All callers should reference “Ares Capital Corporation.” An archived replay of the call will be available through March 10, 06 by calling (800) 633-8625. International callers please dial (402) 977-9141. For all replays, please reference pin #21284062.

 

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.

 

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 December 31, 2005 and December 31, 2004

 

 

 

As of

 

 

 

December 31, 2005

 

December 31, 2004

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Investments at fair value (amortized cost of $581,351,865 and $182,329,200, respectively)

 

 

 

 

 

Non-control/Non-affiliate investments

 

$

515,184,991

 

$

165,126,181

 

Affiliate investments

 

70,783,384

 

17,433,966

 

Total investments at fair value

 

585,968,375

 

182,560,147

 

Cash and cash equivalents

 

16,613,334

 

26,806,160

 

Receivable for open trades

 

1,581,752

 

8,794,478

 

Interest receivable

 

5,828,098

 

1,140,495

 

Other assets

 

3,653,585

 

1,154,334

 

Total assets

 

$

613,645,144

 

$

220,455,614

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Credit facility payable

 

$

18,000,000

 

$

55,500,000

 

Reimbursed underwriting costs payable to the Inv’t Adviser

 

2,475,000

 

 

Dividend payable

 

12,889,225

 

3,320,030

 

Payable for open trades

 

5,500,000

 

 

Accounts payable and accrued expenses

 

1,222,678

 

1,556,446

 

Management and incentive fees payable

 

3,478,034

 

274,657

 

Interest and facility fees payable

 

313,930

 

96,176

 

Interest payable to the Investment Adviser

 

154,078

 

 

Total liabilities

 

$

44,032,945

 

$

60,747,309

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $.001 per share, 100,000,000 common shares authorized, 37,909,484 and 11,066,767 common shares issued and outstanding, respectively

 

37,910

 

11,067

 

Capital in excess of par value

 

559,192,554

 

159,602,706

 

Distributions less than (in excess of) net investment income

 

 

(136,415

)

Accumulated net realized gain on sale of investments

 

5,765,225

 

 

Net unrealized appreciation on investments

 

4,616,510

 

230,947

 

Total stockholders’ equity

 

569,612,199

 

159,708,305

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

613,645,144

 

$

220,455,614

 

 

 

 

 

 

 

NET ASSETS PER SHARE

 

$

15.03

 

$

14.43

 

 



 

ARES CAPITAL CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS

 

 

 

For the Year
Ended

December 31, 2005

 

For the Year
Ended

December 31, 2004

 

INVESTMENT INCOME:

 

 

 

 

 

From non-control/non-affiliate investments:

 

 

 

 

 

Interest from investments

 

$

30,360,311

 

$

3,289,259

 

Interest from cash & cash equivalents

 

1,457,830

 

39,325

 

Dividend income

 

744,818

 

191,130

 

Capital structuring service fees

 

3,314,440

 

542,353

 

Other income

 

256,467

 

27,889

 

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

 

36,133,866

 

4,089,956

 

From affiliate investments:

 

 

 

 

 

Interest from investments

 

3,605,200

 

285,059

 

Capital structuring service fees

 

1,921,250

 

 

Other income

 

190,161

 

5,833

 

Total investment income from affiliate investments

 

5,716,611

 

290,892

 

Total investment income

 

41,850,477

 

4,380,848

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

Organizational expenses

 

 

199,183

 

Base management fees

 

5,147,492

 

471,565

 

Incentive management fees

 

4,202,078

 

95,471

 

Administrative

 

888,081

 

135,941

 

Professional fees

 

1,398,125

 

336,187

 

Directors fees

 

309,536

 

119,966

 

Insurance

 

630,513

 

161,855

 

Interest and credit facility fees

 

1,062,662

 

96,176

 

Interest payable to the Investment Adviser

 

154,078

 

 

Amortization of debt issuance costs

 

465,398

 

41,220

 

Other

 

468,714

 

8,189

 

Total expenses

 

14,726,677

 

1,665,753

 

NET INVESTMENT INCOME

 

27,123,800

 

2,715,095

 

 

 

 

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

 

 

 

 

 

Net realized gains (losses):

 

 

 

 

 

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

 

10,345,991

 

245,345

 

Net realized losses from affiliate investment transactions

 

(4,278

)

(899

)

Net realized gains from investment transactions

 

10,341,713

 

244,446

 

Net unrealized gains (losses):

 

 

 

 

 

Investment transactions from non-control/non-affiliate investments

 

7,814,761

 

229,875

 

Investment transactions from affiliate investments

 

(3,429,198

)

1,072

 

Net unrealized gains from investment transactions

 

4,385,563

 

230,947

 

Net realized and unrealized gain on investments

 

14,727,276

 

475,393

 

 

 

 

 

 

 

NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS

 

$

41,851,076

 

$

3,190,488

 

 

 

 

 

 

 

BASIC AND DILUTED EARNINGS PER COMMON SHARE

 

$

1.78

 

$

0.29

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING

 

23,487,935

 

11,066,767

 

 



 

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 and year ended December 31, 2005 are provided below.

 

 

 

Quarter ended
December 31, 2005

 

Year ended
December 31, 2005

 

Basic and diluted core EPS(1)

 

$

0.30

 

$

1.20

 

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

 

$

0.15

 

$

0.58

 

Basic and diluted GAAP EPS

 

$

0.45

 

$

1.78

 

 


(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.