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)  May 4, 2005

 

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 May 4, 2005, the Registrant issued a press release announcing its financial results for the quarter ended March 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 9.01                    Financial Statements and Exhibits .

 

(c)                                   Exhibits:

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated as of May 4, 2005.

 

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 4, 2005

 

 

 

 

By:

  /s/ Daniel F. Nguyen

 

 

Name: Daniel F. Nguyen

 

Title: Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release, dated as of May 4, 2005.

 

4


 

Exhibit 99.1

 

 

ARES CAPITAL ANNOUNCES

 

MARCH 31, 2005 FINANCIAL RESULTS

 

New York, NY – May 4, 2005 – Ares Capital Corporation (Nasdaq: ARCC) today announced financial results for its first quarter ended March 31, 2005.  Ares Capital commenced material operations on October 8, 2004 after closing its initial public offering of 11,000,000 shares of common stock at $15.00 per share.  On March 23, 2005 Ares Capital completed a secondary offering of 12,075,000 shares at $16.00 per share.  Ares Capital received net proceeds of approximately $341 million from these offerings.

 

HIGHLIGHTS

 

                              Stockholders’ Equity (at March 31, 2005 ):  $346.3 million

                              Net Assets per Share (at March 31, 2005):  $14.96

                              Declared  1 st Quarter 2005 Dividend:  $0.30

                              Reported 1 st Quarter 2005 EPS Basic and Diluted:  $0.69

                              Total Fair Value of Investments:  $235.3 million

                              Increased commitments under revolving facility that allows up to $225 million of borrowings

 

First Quarter 2005 Operating Results:

 

                              Net income:  $8,503,906 or $0.69 per share

                              Net investment income:  $3,529,829 or $0.29 per share

                              Net realized and unrealized gains:  $4,974,077 or $0.40 per share

 

First Quarter 2005 Portfolio Activity

 

                              Purchase cost of additional investments made during period: $56.8 million

                              Sales/redemptions of investments during period:  $9.7 million

                              Number of portfolio company investments as of March 31, 2005:  23

                              Weighted average yield of the debt and income producing equity securities as of March 31, 2005:  12.22%(1)

 


(1) Computed as (a) the annual stated interest rate (or, in the case of equity securities, dividend rate) plus the annual amortization of loan origination fees, original issue discount on accruing loans, debt and income producing equity securities divided by (b) total loans, debt and income producing equity securities at fair value.

 



 

OPERATING RESULTS

 

For the quarter ended March 31, 2005, Ares Capital reported net income of $8.5 million or $0.69 per share.  Net investment income for the first quarter ended March 31, 2005 was $3.5 million or $0.29 per share.  Net realized and unrealized gains were $5.0 million or $0.40 per share for the first quarter of 2005.

 

In the first quarter of 2005 Ares Capital invested approximately $56 million in new commitments across five portfolio companies (three new borrowers and two existing borrowers).  Of the $56 million in new commitments during the quarter, approximately 62%, 27% and 11% were made in first lien senior secured debt, senior subordinated debt and equity/other securities, respectively. 84% of such investments were at variable rates.  Specifically during the quarter, significant new commitments included:

 

                  $15.5 million in first lien senior secured debt to a collection services company;

 

                  $15.0 million in first lien senior secured debt and senior subordinated debt to a branded luggage designer, marketer and distributor;

 

                  $10.0 million in first lien senior secured debt to a  residential, outdoor storage shed manufacturer;

 

                  $9.3 million in first lien senior secured debt, senior subordinated debt and equity to a thermal management and electronic packaging manufacturer; and,

 

                  $5.8 million in senior notes to an office supply products manufacturer and distributor.

 

During the first quarter of 2005, Ares Capital realized capital gains of $0.41 million from dispositions and recorded unrealized capital gains of $4.6 million. The unrealized capital gains were attributable primarily to a $4.8 million  anticipated gain under a purchase and sale agreement that was entered into on March 19, 2005 pursuant to which one of our portfolio companies agreed to be sold. Because the gain was not realized during the quarter, no incentive fee was payable with respect to the transaction for the quarter ended March 31, 2005.   The portfolio value of the company’s investments at March 31, 2005 was $235.3 million.  These portfolio investments (excluding cash and cash equivalents) were comprised of approximately 39% senior secured debt securities (29% first lien and 10% second lien assets), 39% mezzanine debt securities, 14% preferred/common equity securities and 8% other securities (senior notes/CDO debt/equity assets) as of March 31, 2005.

 

Total assets were $360.5 million as of March 31, 2005.  Stockholders’ equity was $346.3 million at March 31, 2005, while net assets per share was $14.96.  As of March 31, 2005, the weighted average yield of the debt and income producing equity securities was 12.22% (computed as (a) the annual stated interest rate (or, in the case of equity securities, dividend rate) plus the annual amortization of loan origination fees, original issue discount on accruing loans, debt and income producing equity securities divided

 



 

by (b) total loans, debt and income producing equity securities at fair value).  As of March 31, 2005, 46% of the fund’s assets were in floating rate debt securities.

 

PORTFOLIO QUALITY

 

Ares Capital employs an investment rating system (Grade 1 to 4) to categorize its investments.  As of March 31, 2005, the weighted average grade of Ares Capital’s portfolio investments was 3.2 (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.

 

LIQUIDITY AND CAPITAL RESOURCES

 

During the first quarter of 2005, Ares Capital raised a total of $183.9 million in net proceeds from its March secondary public offering.  In April 2005, Ares Capital successfully increased its revolving credit facility to allow for up to $225.0 million of total commitments.  As of March 31, 2005 we had no borrowings outstanding under the revolving facility and Ares Capital continues to be in compliance with all of the limitations and requirements of the facility.  The facility expires on November 3, 2005, unless extended prior to such date for an additional 364-day period with the consent of the lender.  If the facility is not extended, any principal amounts then outstanding will be amortized over a 24-month period through a termination date of November 3, 2007.

 

DIVIDEND

 

For the period from January 1, 2005 through March 31, 2005, Ares Capital declared a dividend on February 23, 2005 of $0.30 per share for a total of $3,320,524.  The record date was March 7, 2005 and the dividend was distributed on April 15, 2005.

 

CONFERENCE CALL

 

The company will host a conference call today,  May 4, 2005, at 4:00 p.m. (ET) to discuss its first quarter 2005 financial results. All interested parties are welcome to participate. You can access the conference call by dialing (888) 338-2144 approximately 5-10 minutes prior to the call.  International callers should dial (212) 231-6038.  All callers should reference “Ares Capital Corporation.”  An archived replay of the call will be available through May 18, 2005 by calling (800) 633-8625.  International callers please dial (402) 977-9141.  For all replays, please reference pin # 21245780.

 

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 may include an equity component, and, to a lesser extent, in equity investments in private middle market companies.
 
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

 



 

ARES CAPITAL CORPORATION AND SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

As of March 31, 2005 (unaudited) and December 31, 2004

 

 

 

As of

 

 

 

March 31, 2005

 

December 31, 2004

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Investments at fair value (amortized cost of $230,535,301 and $182,329,200, respectively)

 

 

 

 

 

Non-control/Non-affiliate investments

 

$

216,861,880

 

$

165,126,181

 

Affiliate investments

 

18,469,415

 

17,433,966

 

Total investments at fair value

 

235,331,295

 

182,560,147

 

Cash and cash equivalents

 

119,606,955

 

26,806,160

 

Receivable for open trades

 

2,646,742

 

8,794,478

 

Interest receivable

 

1,901,933

 

1,140,495

 

Other assets

 

983,675

 

1,154,334

 

Total assets

 

$

360,470,600

 

$

220,455,614

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Credit facility payable

 

$

 

$

55,500,000

 

Payable for open trades

 

5,813,944

 

 

Reimbursed underwriting costs payable to the Inv’t Adviser

 

2,475,000

 

 

Dividend payable

 

3,320,524

 

3,320,030

 

Accounts payable and accrued expenses

 

1,029,021

 

1,556,446

 

Management and incentive fees payable

 

1,084,996

 

274,657

 

Interest and facility fees payable

 

375,290

 

96,176

 

Interest payable to the Investment Adviser

 

51,725

 

 

Total liabilities

 

$

14,150,500

 

$

60,747,309

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common stock, par value $.001 per share, 100,000,000 common shares authorized, 23,143,414 and 11,066,767 common shares issued and outstanding, respectively

 

23,144

 

11,067

 

Capital in excess of par value

 

341,019,042

 

159,602,706

 

Net unrealized appreciation on investments

 

4,795,994

 

230,947

 

Distributions less than (in excess of) net investment income

 

481,920

 

(136,415

)

Total stockholders’ equity

 

346,320,100

 

159,708,305

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

360,470,600

 

$

220,455,614

 

 

 

 

 

 

 

NET ASSETS PER SHARE

 

$

14.96

 

$

14.43

 

 



 

ARES CAPITAL CORPORATION AND SUBSIDIARY

 

CONSOLIDATED STATEMENT OF OPERATIONS

For the Quarter Ended March 31, 2005 (unaudited)

 

INVESTMENT INCOME:

 

 

 

From non-control/non-affiliate investments:

 

 

 

Interest from investments

 

$

4,920,655

 

Interest from cash & cash equivalents

 

30,356

 

Capital structuring service fees

 

303,750

 

Other income

 

59,396

 

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

 

5,314,157

 

From affiliate investments:

 

 

 

Interest from investments

 

310,593

 

Other income

 

125,842

 

Total investment income from affiliate investments

 

436,435

 

Total investment income

 

5,750,592

 

 

 

 

 

EXPENSES:

 

 

 

Management and incentive fees

 

1,084,996

 

Administrative

 

233,272

 

Professional fees

 

164,994

 

Directors fees

 

72,165

 

Insurance

 

142,813

 

Interest and credit facility fees

 

375,290

 

Interest payable to the Investment Adviser

 

51,725

 

Amortization of debt issuance costs

 

65,690

 

Other

 

29,818

 

Total expenses

 

2,220,763

 

NET INVESTMENT INCOME

 

3,529,829

 

 

 

 

 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

 

 

 

Net realized gains (losses):

 

 

 

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

 

409,180

 

Net realized loss from affiliate investment transactions

 

(150

)

Net realized gains from investment transactions

 

409,030

 

Net unrealized gain (loss):

 

 

 

Investment transactions from non-control/non-affiliate investments

 

4,566,231

 

Investment transactions from affiliate investments

 

(1,184

)

Net unrealized gains from investment transactions

 

4,565,047

 

Net realized and unrealized gain on investments

 

4,974,077

 

NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS

 

$

8,503,906

 

 

 

 

 

BASIC AND DILUTED EARNINGS PER COMMON SHARE

 

$

0.69

 

 

 

 

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING

 

12,275,457