UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to
Commission File No. 000-50697
ARES CAPITAL CORPORATION
(Exact name of Registrant as specified in its charter)
Maryland |
|
33-1089684 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
245 Park Avenue, 44th Floor, New York, NY 10167
(Address of principal executive office) (Zip Code)
(212) 750-7300
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x |
|
Accelerated filer o |
|
|
|
Non-accelerated filer o |
|
Smaller reporting company o |
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Class |
|
Outstanding at May 8, 2012 |
Common stock, $0.001 par value |
|
221,874,996 |
ARES CAPITAL CORPORATION
Part I. |
Financial Information |
|
|
|
|
Item 1. |
Financial Statements |
|
|
|
|
|
Consolidated Balance Sheet as of March 31, 2012 (unaudited) and December 31, 2011 |
2 |
|
|
|
|
3 | |
|
|
|
|
Consolidated Schedule of Investments as of March 31, 2012 (unaudited) and December 31, 2011 |
4 |
|
|
|
|
Consolidated Statement of Stockholders Equity for the three months ended March 31, 2012 (unaudited) |
42 |
|
|
|
|
43 | |
|
|
|
|
44 | |
|
|
|
Managements Discussion and Analysis of Financial Condition and Results of Operations |
68 | |
|
|
|
86 | ||
|
|
|
86 | ||
|
|
|
| ||
|
|
|
87 | ||
|
|
|
87 | ||
|
|
|
87 | ||
|
|
|
87 | ||
|
|
|
87 | ||
|
|
|
87 | ||
|
|
|
88 |
ARES CAPITAL CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
|
|
As of |
| ||||
|
|
March 31, 2012 |
|
December 31, 2011 |
| ||
|
|
(unaudited) |
|
|
| ||
ASSETS |
|
|
|
|
| ||
Investments at fair value |
|
|
|
|
| ||
Non-controlled/non-affiliate investments |
|
$ |
3,064,016 |
|
$ |
3,060,084 |
|
Non-controlled affiliate company investments |
|
309,401 |
|
267,324 |
| ||
Controlled affiliate company investments |
|
1,831,114 |
|
1,767,098 |
| ||
Total investments at fair value (amortized cost of $5,182,508 and $5,108,663, respectively) |
|
5,204,531 |
|
5,094,506 |
| ||
Cash and cash equivalents |
|
216,412 |
|
120,782 |
| ||
Receivable for open trades |
|
45 |
|
550 |
| ||
Interest receivable |
|
101,197 |
|
99,078 |
| ||
Other assets |
|
86,953 |
|
72,521 |
| ||
Total assets |
|
$ |
5,609,138 |
|
$ |
5,387,437 |
|
LIABILITIES |
|
|
|
|
| ||
Debt |
|
$ |
2,018,866 |
|
$ |
2,073,602 |
|
Management and incentive fees payable |
|
95,329 |
|
92,496 |
| ||
Accounts payable and other liabilities |
|
39,035 |
|
47,691 |
| ||
Interest and facility fees payable |
|
22,647 |
|
26,383 |
| ||
Total liabilities |
|
2,175,877 |
|
2,240,172 |
| ||
Commitments and contingencies (Note 6) |
|
|
|
|
| ||
STOCKHOLDERS EQUITY |
|
|
|
|
| ||
Common stock, par value $.001 per share, 400,000 common shares authorized, 221,875 and 205,130 common shares issued and outstanding, respectively |
|
222 |
|
205 |
| ||
Capital in excess of par value |
|
3,652,760 |
|
3,390,354 |
| ||
Accumulated overdistributed net investment income |
|
(15,385 |
) |
(10,449 |
) | ||
Accumulated net realized loss on investments, foreign currency transactions, extinguishment of debt, other assets and acquisitions |
|
(226,359 |
) |
(218,688 |
) | ||
Net unrealized gain (loss) on investments |
|
22,023 |
|
(14,157 |
) | ||
Total stockholders equity |
|
3,433,261 |
|
3,147,265 |
| ||
Total liabilities and stockholders equity |
|
$ |
5,609,138 |
|
$ |
5,387,437 |
|
NET ASSETS PER SHARE |
|
$ |
15.47 |
|
$ |
15.34 |
|
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
|
|
For the three months ended |
| ||||
|
|
March 31, 2012 |
|
March 31, 2011 |
| ||
|
|
(unaudited) |
|
(unaudited) |
| ||
INVESTMENT INCOME: |
|
|
|
|
| ||
From non-controlled/non-affiliate company investments: |
|
|
|
|
| ||
Interest income |
|
$ |
72,168 |
|
$ |
61,860 |
|
Capital structuring service fees |
|
7,877 |
|
5,365 |
| ||
Dividend income |
|
3,802 |
|
1,515 |
| ||
Management fees |
|
328 |
|
154 |
| ||
Other income |
|
2,748 |
|
1,236 |
| ||
Total investment income from non-controlled/non-affiliate company investments |
|
86,923 |
|
70,130 |
| ||
|
|
|
|
|
| ||
From non-controlled affiliate company investments: |
|
|
|
|
| ||
Interest income |
|
4,592 |
|
10,132 |
| ||
Dividend income |
|
316 |
|
2,376 |
| ||
Management fees |
|
63 |
|
188 |
| ||
Other income |
|
25 |
|
576 |
| ||
Total investment income from non-controlled affiliate company investments |
|
4,996 |
|
13,272 |
| ||
|
|
|
|
|
| ||
From controlled affiliate company investments: |
|
|
|
|
| ||
Interest income |
|
56,125 |
|
38,621 |
| ||
Capital structuring service fees |
|
9,783 |
|
5,593 |
| ||
Dividend income |
|
5,101 |
|
4,900 |
| ||
Management fees |
|
4,541 |
|
3,107 |
| ||
Other income |
|
269 |
|
68 |
| ||
Total investment income from controlled affiliate company investments |
|
75,819 |
|
52,289 |
| ||
|
|
|
|
|
| ||
Total investment income |
|
167,738 |
|
135,691 |
| ||
|
|
|
|
|
| ||
EXPENSES: |
|
|
|
|
| ||
Interest and credit facility fees |
|
32,776 |
|
30,175 |
| ||
Incentive management fees |
|
26,386 |
|
30,941 |
| ||
Base management fees |
|
19,986 |
|
16,730 |
| ||
Professional fees |
|
3,686 |
|
2,632 |
| ||
Administrative fees |
|
2,320 |
|
2,425 |
| ||
Other general and administrative |
|
2,801 |
|
2,918 |
| ||
Total expenses |
|
87,955 |
|
85,821 |
| ||
|
|
|
|
|
| ||
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
79,783 |
|
49,870 |
| ||
|
|
|
|
|
| ||
Income tax expense, including excise tax |
|
2,745 |
|
2,047 |
| ||
|
|
|
|
|
| ||
NET INVESTMENT INCOME |
|
77,038 |
|
47,823 |
| ||
|
|
|
|
|
| ||
REALIZED AND UNREALIZED NET GAINS (LOSSES) ON INVESTMENTS: |
|
|
|
|
| ||
Net realized gains (losses): |
|
|
|
|
| ||
Non-controlled/non-affiliate company investments |
|
462 |
|
72,412 |
| ||
Non-controlled affiliate company investments |
|
3 |
|
(3,596 |
) | ||
Controlled affiliate company investments |
|
(8,136 |
) |
(6,247 |
) | ||
Net realized gains (losses) |
|
(7,671 |
) |
62,569 |
| ||
|
|
|
|
|
| ||
Net unrealized gains (losses): |
|
|
|
|
| ||
Non-controlled/non-affiliate company investments |
|
6,017 |
|
(13,054 |
) | ||
Non-controlled affiliate company investments |
|
10,093 |
|
6,547 |
| ||
Controlled affiliate company investments |
|
20,070 |
|
28,741 |
| ||
Net unrealized gains |
|
36,180 |
|
22,234 |
| ||
|
|
|
|
|
| ||
Net realized and unrealized gains on investments |
|
28,509 |
|
84,803 |
| ||
|
|
|
|
|
| ||
REALIZED LOSS ON EXTINGUISHMENT OF DEBT |
|
|
|
(8,860 |
) | ||
|
|
|
|
|
| ||
NET INCREASE IN STOCKHOLDERS EQUITY RESULTING FROM OPERATIONS |
|
$ |
105,547 |
|
$ |
123,766 |
|
|
|
|
|
|
| ||
BASIC AND DILUTED EARNINGS PER COMMON SHARE (see Note 9) |
|
$ |
0.49 |
|
$ |
0.61 |
|
|
|
|
|
|
| ||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING BASIC AND DILUTED (see Note 9) |
|
217,044 |
|
204,419 |
|
See accompanying notes to consolidated financial statements.
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2012
(dollar amounts in thousands)
(unaudited)
Company(1) |
|
Business Description |
|
Investment |
|
Interest (5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
| ||
Investment Funds and Vehicles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
AGILE Fund I, LLC (7)(9) |
|
Investment partnership |
|
Member interest (0.50% interest) |
|
|
|
4/1/2010 |
|
$ |
207 |
|
$ |
104 |
|
|
|
CIC Flex, LP (9) |
|
Investment partnership |
|
Limited partnership units (0.94 unit) |
|
|
|
9/7/2007 |
|
2,452 |
|
3,648 |
|
|
| ||
Covestia Capital Partners, LP (9) |
|
Investment partnership |
|
Limited partnership interest (46.67% interest) |
|
|
|
6/17/2008 |
|
1,059 |
|
1,111 |
|
|
| ||
Dynamic India Fund IV, LLC (9) |
|
Investment company |
|
Member interest (5.44% interest) |
|
|
|
4/1/2010 |
|
4,822 |
|
3,509 |
|
|
| ||
Firstlight Financial Corporation (6)(9) |
|
Investment company |
|
Senior subordinated loan ($71,720 par due 12/2016) |
|
1.00% PIK |
|
12/31/2006 |
|
71,462 |
|
74,342 |
|
|
| ||
|
|
|
|
Class A common stock (10,000 shares) |
|
|
|
12/31/2006 |
|
10,000 |
|
|
|
|
| ||
|
|
|
|
Class B common stock (30,000 shares) |
|
|
|
12/31/2006 |
|
30,000 |
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
111,462 |
|
74,342 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
HCI Equity, LLC (7)(8)(9) |
|
Investment company |
|
Member interest (100.00% interest) |
|
|
|
4/1/2010 |
|
808 |
|
736 |
|
|
| ||
Imperial Capital Private Opportunities, LP (9) |
|
Investment partnership |
|
Limited partnership interest (80.00% interest) |
|
|
|
5/10/2007 |
|
6,643 |
|
5,120 |
|
|
| ||
Ivy Hill Middle Market Credit Fund, Ltd. (7)(8)(9) |
|
Investment company |
|
Class B deferrable interest notes ($40,000 par due 11/2018) |
|
6.47% (Libor + 6.00%/Q) |
|
11/20/2007 |
|
40,000 |
|
38,000 |
|
|
| ||
|
|
|
|
Subordinated notes ($16 par due 11/2018) |
|
15.00% |
|
11/20/2007 |
|
15,515 |
|
16,480 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
55,515 |
|
54,480 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Kodiak Funding, LP (9) |
|
Investment partnership |
|
Limited partnership interest (3.96% interest) |
|
|
|
4/1/2010 |
|
859 |
|
823 |
|
|
| ||
Novak Biddle Venture Partners III, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (2.46% interest) |
|
|
|
4/1/2010 |
|
83 |
|
184 |
|
|
| ||
Partnership Capital Growth Fund I, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (25.00% interest) |
|
|
|
6/16/2006 |
|
1,721 |
|
4,225 |
|
|
| ||
Partnership Capital Growth Fund III, L.P. (9) |
|
Investment partnership |
|
Limited partnership interest (2.50% interest) |
|
|
|
10/5/2011 |
|
1,342 |
|
1,266 |
|
|
| ||
Senior Secured Loan Fund LLC (7)(10)(17) |
|
Co-investment vehicle |
|
Subordinated certificates ($1,110,966 par due 12/2020) |
|
8.47% (Libor + 8.00%/Q) |
|
10/30/2009 |
|
1,100,243 |
|
1,125,702 |
|
|
| ||
VSC Investors LLC (9) |
|
Investment company |
|
Membership interest (1.95% interest) |
|
|
|
1/24/2008 |
|
1,394 |
|
790 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
1,288,610 |
|
1,276,040 |
|
37.17 |
% | ||
Healthcare-Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
BenefitMall Holdings Inc. and Centerstone Insurance and Financial Services (7) |
|
Employee benefits broker services company |
|
Senior subordinated loan ($40,326 par due 6/2014) |
|
18.00% |
|
4/1/2010 |
|
40,326 |
|
40,326 |
|
|
| ||
|
|
|
|
Common stock (39,274,290 shares) |
|
|
|
4/1/2010 |
|
53,510 |
|
60,096 |
|
|
| ||
|
|
|
|
Warrants |
|
|
|
4/1/2010 |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
93,836 |
|
100,422 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
CCS Group Holdings, LLC |
|
Correctional facility healthcare operator |
|
Class A units (601,937 units) |
|
|
|
8/19/2010 |
|
602 |
|
1,064 |
|
|
| ||
CT Technologies Intermediate Holdings, Inc. and CT Technologies Holdings LLC (6) |
|
Healthcare analysis services |
|
Senior secured loan ($7,227 par due 3/2017) |
|
7.75% (Libor + 6.50%/Q) |
|
3/15/2011 |
|
7,227 |
|
6,938 |
(2)(16) |
|
| ||
|
|
|
|
Senior secured loan ($7,623 par due 3/2017) |
|
7.75% (Libor + 6.50%/Q) |
|
3/15/2011 |
|
7,623 |
|
7,318 |
(3)(16) |
|
| ||
|
|
|
|
Class A common stock (9,679 shares) |
|
|
|
6/15/2007 |
|
4,000 |
|
9,019 |
|
|
| ||
|
|
|
|
Class C common stock (1,546 shares) |
|
|
|
6/15/2007 |
|
|
|
1,441 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
18,850 |
|
24,716 |
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
INC Research, Inc. |
|
Pharmaceutical and biotechnology consulting services |
|
Common stock (1,410,000 shares) |
|
|
|
9/27/2010 |
|
1,512 |
|
1,403 |
|
|
| ||
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2012
(dollar amounts in thousands)
(unaudited)
Company(1) |
|
Business Description |
|
Investment |
|
Interest (5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
Magnacare Holdings, Inc., Magnacare Administrative Services, LLC, and Magnacare, LLC |
|
Healthcare professional provider |
|
Senior secured loan ($20,711 par due 3/2018) |
|
9.75% (Libor + 8.75%/Q) |
|
9/15/2010 |
|
20,711 |
|
20,711 |
(16) |
|
|
|
|
|
|
Senior secured loan ($44,001 par due 3/2018) |
|
9.75% (Libor + 8.75%/Q) |
|
9/15/2010 |
|
44,001 |
|
44,001 |
(2)(16) |
|
|
|
|
|
|
Senior secured loan ($56,798 par due 3/2018) |
|
9.75% (Libor + 8.75%/Q) |
|
3/16/2012 |
|
56,798 |
|
56,798 |
(16) |
|
|
|
|
|
|
Senior secured loan ($15,999 par due 3/2018) |
|
9.75% (Libor + 8.75%/Q) |
|
3/16/2012 |
|
15,999 |
|
15,999 |
(2)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
137,509 |
|
137,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MW Dental Holding Corp. |
|
Dental services |
|
Senior secured revolving loan ($1,700 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
1,700 |
|
1,700 |
(16) |
|
|
|
|
|
|
Senior secured loan ($4,000 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
4,000 |
|
4,000 |
(16) |
|
|
|
|
|
|
Senior secured loan ($5,371 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
5,371 |
|
5,371 |
(16) |
|
|
|
|
|
|
Senior secured loan ($49,625 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
49,625 |
|
49,625 |
(2)(16) |
|
|
|
|
|
|
Senior secured loan ($9,975 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
9,975 |
|
9,975 |
(4)(16) |
|
|
|
|
|
|
Senior secured loan ($2,680 par due 4/2017) |
|
8.50% (Libor + 7.00%/M) |
|
4/12/2011 |
|
2,680 |
|
2,680 |
(3)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
73,351 |
|
73,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Napa Management Services Corporation |
|
Anesthesia management services provider |
|
Senior secured loan ($10,822 par due 4/2016) |
|
7.50% (Libor + 6.00%/Q) |
|
4/15/2011 |
|
10,504 |
|
10,822 |
(16) |
|
|
|
|
|
|
Senior secured loan ($29,250 par due 4/2016) |
|
7.50% (Libor + 6.00%/Q) |
|
4/15/2011 |
|
29,250 |
|
29,250 |
(2)(16) |
|
|
|
|
|
|
Senior secured loan ($7,702 par due 4/2016) |
|
7.50% (Libor + 6.00%/Q) |
|
4/15/2011 |
|
7,702 |
|
7,702 |
(3)(16) |
|
|
|
|
|
|
Common units (5,000 units) |
|
|
|
4/15/2011 |
|
5,000 |
|
5,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
52,456 |
|
53,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NS Merger Sub. Inc. and NS Holdings, Inc. |
|
Healthcare technology provider |
|
Senior subordinated loan ($579 par due 6/2017) |
|
13.50% |
|
6/21/2010 |
|
579 |
|
579 |
|
|
|
|
|
|
|
Senior subordinated loan ($50,000 par due 6/2017) |
|
13.50% |
|
6/21/2010 |
|
50,000 |
|
50,000 |
(2) |
|
|
|
|
|
|
Common stock (2,500,000 shares) |
|
|
|
6/21/2010 |
|
2,500 |
|
3,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
53,079 |
|
54,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OnCURE Medical Corp. |
|
Radiation oncology care provider |
|
Common stock (857,143 shares) |
|
|
|
8/18/2006 |
|
3,000 |
|
1,361 |
|
|
|
Passport Health Communications, Inc., Passport Holding Corp. and Prism Holding Corp. |
|
Healthcare technology provider |
|
Series A preferred stock (1,594,457 shares) |
|
|
|
7/30/2008 |
|
11,156 |
|
9,962 |
|
|
|
|
|
|
|
Common stock (16,106 shares) |
|
|
|
7/30/2008 |
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,256 |
|
9,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PG Mergersub, Inc. and PGA Holdings, Inc. |
|
Provider of patient surveys, management reports and national databases for the integrated healthcare delivery system |
|
Senior secured loan ($9,085 par due 11/2015) |
|
6.75% (Libor + 5.00%/Q) |
|
11/3/2010 |
|
9,063 |
|
9,085 |
(3)(16) |
|
|
|
|
|
|
Senior subordinated loan ($4,000 par due 3/2016) |
|
12.50% |
|
3/12/2008 |
|
3,958 |
|
4,000 |
|
|
|
|
|
|
|
Preferred stock (333 shares) |
|
|
|
3/12/2008 |
|
125 |
|
16 |
|
|
|
|
|
|
|
Common stock (16,667 shares) |
|
|
|
3/12/2008 |
|
167 |
|
789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
13,313 |
|
13,890 |
|
|
|
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2012
(dollar amounts in thousands)
(unaudited)
Company(1) |
|
Business Description |
|
Investment |
|
Interest (5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
PRA Holdings, Inc. |
|
Drug testing services |
|
Senior secured loan ($11,330 par due 12/2014) |
|
4.48% (Libor + 4.00%/Q) |
|
12/14/2007 |
|
11,057 |
|
11,103 |
(4) |
|
|
|
|
|
|
Senior secured loan ($12,000 par due 12/2014) |
|
4.48% (Libor + 4.00%/Q) |
|
12/14/2007 |
|
11,707 |
|
11,760 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
22,764 |
|
22,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RCHP, Inc. |
|
Operator of general acute care hospitals |
|
Junior secured loan ($15,000 par due 5/2019) |
|
11.50% (Libor + 10.00%/Q) |
|
11/4/2011 |
|
15,000 |
|
15,000 |
(16) |
|
|
|
|
|
|
Junior secured loan ($50,000 par due 5/2019) |
|
11.50% (Libor + 10.00%/Q) |
|
11/4/2011 |
|
50,000 |
|
50,000 |
(2)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
65,000 |
|
65,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reed Group, Ltd. |
|
Medical disability management services provider |
|
Senior secured revolving loan ($1,448 par due 12/2013) |
|
|
|
4/1/2010 |
|
1,080 |
|
1,231 |
(15) |
|
|
|
|
|
|
Senior secured loan ($12,457 par due 12/2013) |
|
|
|
4/1/2010 |
|
9,285 |
|
10,588 |
(15) |
|
|
|
|
|
|
Senior secured loan ($26,469 par due 12/2013) |
|
|
|
4/1/2010 |
|
16,658 |
|
2,036 |
(15) |
|
|
|
|
|
|
Equity interests |
|
|
|
4/1/2010 |
|
203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,226 |
|
13,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soteria Imaging Services, LLC (6) |
|
Outpatient medical imaging provider |
|
Junior secured loan ($1,177 par due 11/2010) |
|
|
|
4/1/2010 |
|
1,003 |
|
770 |
(15) |
|
|
|
|
|
|
Junior secured loan ($1,681 par due 11/2010) |
|
|
|
4/1/2010 |
|
1,461 |
|
1,099 |
(15) |
|
|
|
|
|
|
Preferred member units (1,823,179 units) |
|
|
|
4/1/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,464 |
|
1,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sunquest Information Systems, Inc. |
|
Laboratory software solutions provider |
|
Junior secured loan ($67,000 par due 6/2017) |
|
9.75% (Libor + 8.50%/Q) |
|
12/16/2010 |
|
67,000 |
|
67,000 |
(16) |
|
|
|
|
|
|
Junior secured loan ($58,000 par due 6/2017) |
|
9.75% (Libor + 8.50%/Q) |
|
12/16/2010 |
|
58,000 |
|
58,000 |
(2)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
125,000 |
|
125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Renal Care, Inc. |
|
Dialysis provider |
|
Senior secured loan ($7,425 par due 12/2016) |
|
5.50% (Libor + 4.00%/M) |
|
6/9/2011 |
|
7,388 |
|
7,425 |
(16) |
|
|
|
|
|
|
Senior subordinated loan ($50,824 par due 6/2018) |
|
11.25% Cash, 2.00% PIK |
|
5/24/2010 |
|
50,824 |
|
50,824 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
58,212 |
|
58,249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vantage Oncology, Inc. |
|
Radiation oncology care provider |
|
Common stock (62,157 shares) |
|
|
|
2/3/2011 |
|
4,670 |
|
4,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
764,100 |
|
762,229 |
|
22.20 |
% |
Education |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Academy Holdings, LLC |
|
Provider of education, training, certification, networking, and consulting services to medical coders and other healthcare professionals |
|
Senior secured revolving loan ($100 par due 3/2016) |
|
9.50% (Libor + 8.50%/Q) |
|
3/18/2011 |
|
100 |
|
100 |
(16) |
|
|
|
|
|
|
Senior secured loan ($21,415 par due 3/2016) |
|
9.50% (Libor + 8.50%/Q) |
|
3/18/2011 |
|
21,415 |
|
21,415 |
(16) |
|
|
|
|
|
|
Senior secured loan ($55,437 par due 3/2016) |
|
9.50% (Libor + 8.50%/Q) |
|
3/18/2011 |
|
55,437 |
|
55,437 |
(2)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
76,952 |
|
76,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Campus Management Corp. and Campus Management Acquisition Corp. (6) |
|
Education software developer |
|
Preferred stock (485,159 shares) |
|
|
|
2/8/2008 |
|
10,520 |
|
12,560 |
|
|
|
Community Education Centers, Inc. |
|
Offender re-entry and in-prison treatment services provider |
|
Senior secured loan ($17,143 par due 12/2014) |
|
6.25% (Libor + 5.25%/Q) |
|
12/10/2010 |
|
17,143 |
|
17,143 |
(16) |
|
|
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2012
(dollar amounts in thousands)
(unaudited)
Company(1) |
|
Business Description |
|
Investment |
|
Interest (5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
Junior secured loan ($32,161 par due 12/2015) |
|
15.57% (Libor + 11.57% Cash, 4.00% PIK /Q) |
|
12/10/2010 |
|
32,161 |
|
30,553 |
|
|
|
|
|
|
|
Junior secured loan ($9,680 par due 12/2015) |
|
15.50% (Libor + 11.50% Cash, 4.00% PIK /Q) |
|
12/10/2010 |
|
9,680 |
|
9,196 |
|
|
|
|
|
|
|
Warrants to purchase up to 578,427 shares |
|
|
|
12/10/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,984 |
|
56,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
eInstruction Corporation |
|
Developer, manufacturer and retailer of educational products |
|
Junior secured loan ($17,000 par due 7/2014) |
|
|
|
4/1/2010 |
|
15,396 |
|
7,532 |
(15) |
|
|
|
|
|
|
Senior subordinated loan ($28,396 par due 1/2015) |
|
|
|
4/1/2010 |
|
24,151 |
|
|
(15) |
|
|
|
|
|
|
Common stock (2,406 shares) |
|
|
|
4/1/2010 |
|
926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,473 |
|
7,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ELC Acquisition Corp., ELC Holdings Corporation, and Excelligence Learning Corporation (6) |
|
Developer, manufacturer and retailer of educational products |
|
Preferred stock (99,492 shares) |
|
|
|
8/1/2011 |
|
10,149 |
|
8,213 |
|
|
|
|
|
|
|
Common stock (50,800 shares) |
|
|
|
8/1/2011 |
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,200 |
|
8,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Infilaw Holding, LLC |
|
Operator of for-profit law schools |
|
Senior secured loan ($29,850 par due 8/2016) |
|
9.50% (Libor + 8.50%/Q) |
|
8/25/2011 |
|
29,850 |
|
29,850 |
(2)(16) |
|
|
|
|
|
|
Series A preferred units (131,000 units) |
|
10.75% (Base Rate + 7.50%/Q) |
|
8/25/2011 |
|
131,000 |
|
131,000 |
(16) |
|
|
|
|
|
|
|
|
|
|
|
|
160,850 |
|
160,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Instituto de Banca y Comercio, Inc. & Leeds IV Advisors, Inc. |
|
Private school operator |
|
Series B preferred stock (1,750,000 shares) |
|
|
|
8/5/2010 |
|
5,000 |
|
6,386 |
|
|
|
|
|
|
|
Series C preferred stock (2,512,586 shares) |
|
|
|
6/7/2010 |
|
689 |
|
323 |
|
|
|
|
|
|
|
Common stock (20 shares) |
|
|
|
6/7/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,689 |
|
6,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JTC Education Holdings, Inc. |
|
Postsecondary school operator |
|
Senior secured revolving loan ($2,175 par due 12/2014) |
|
12.75% (Base Rate + 9.50%/Q) |
|
12/31/2009 |
|
2,175 |
|
2,175 |
(16) |
|
|
|
|
|
|
Senior secured loan ($19,810 par due 12/2014) |
|
12.50% (Libor + 9.50%/M) |
|
12/31/2009 |
|
19,810 |
|
19,810 |
(16) |
|
|
|
|
|
|
Senior secured loan ($9,594 par due 12/2014) |
|
12.50% (Libor + 9.50%/M) |
|
12/31/2009 |
|
9,594 |
|
9,594 |
(3)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
31,579 |
|
31,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lakeland Tours, LLC |
|
Educational travel provider |
|
Senior secured loan ($13,201 par due 12/2016) |
|
6.00% (Libor + 4.50%/Q) |
|
10/4/2011 |
|
13,161 |
|
13,201 |
(16) |
|
|
|
|
|
|
Senior secured loan ($9,470 par due 12/2016) |
|
6.00% (Libor + 4.50%/Q) |
|
10/4/2011 |
|
9,441 |
|
9,470 |
(2)(16) |
|
|
|
|
|
|
Senior secured loan ($1,894 par due 12/2016) |
|
6.00% (Libor + 4.50%/Q) |
|
10/4/2011 |
|
1,888 |
|
1,894 |
(4)(16) |
|
|
|
|
|
|
Senior secured loan ($56,265 par due 12/2016) |
|
10.00% (Libor + 8.50%/Q) |
|
10/4/2011 |
|
56,093 |
|
56,265 |
(14)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior secured loan ($40,362 par due 12/2016) |
|
10.00% (Libor + 8.50%/Q) |
|
10/4/2011 |
|
40,238 |
|
40,362 |
(2)(14)(16) |
|
|
|
|
|
|
Senior secured loan ($8,072 par due 12/2016) |
|
10.00% (Libor + 8.50%/Q) |
|
10/4/2011 |
|
8,047 |
|
8,072 |
(4)(14)(16) |
|
|
|
|
|
|
Common stock (5,000 shares) |
|
|
|
10/4/2011 |
|
5,000 |
|
4,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
133,868 |
|
133,901 |
|
|
|
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2012
(dollar amounts in thousands)
(unaudited)
Company(1) |
|
Business Description |
|
Investment |
|
Interest (5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
R3 Education, Inc. and EIC Acquisitions Corp. (8) |
|
Medical school operator |
|
Senior secured loan ($1,882 par due 4/2013) |
|
9.00% (Libor + 6.00%/Q) |
|
9/21/2007 |
|
1,882 |
|
4,522 |
(3)(16) |
|
|
|
|
|
|
Senior secured loan ($2,437 par due 4/2013) |
|
9.00% (Libor + 6.00%/Q) |
|
9/21/2007 |
|
2,437 |
|
5,857 |
(3)(16) |
|
|
|
|
|
|
Senior secured loan ($6,719 par due 4/2013) |
|
13.00% PIK |
|
12/8/2009 |
|
4,568 |
|
16,146 |
|
|
|
|
|
|
|
Preferred stock (8,800 shares) |
|
|
|
7/30/2008 |
|
2,200 |
|
1,760 |
|
|
|
|
|
|
|
Common membership interest (26.27% interest) |
|
|
|
9/21/2007 |
|
15,800 |
|
23,936 |
|
|
|
|
|
|
|
Warrants to purchase up to 27,890 shares |
|
|
|
12/8/2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,887 |
|
52,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
556,002 |
|
547,409 |
|
15.94 |
% |
Restaurants and Food Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADF Capital, Inc. & ADF Restaurant Group, LLC |
|
Restaurant owner and operator |
|
Senior secured revolving loan ($1,968 par due 11/2013) |
|
6.50% (Libor + 3.50%/Q) |
|
11/27/2006 |
|
1,968 |
|
1,968 |
(16) |
|
|
|
|
|
|
Senior secured loan ($7,205 par due 11/2013) |
|
6.50% (Libor + 3.50%/Q) |
|
11/27/2006 |
|
7,205 |
|
7,205 |
(16) |
|
|
|
|
|
|
Senior secured loan ($11,238 par due 11/2014) |
|
12.50% (Libor + 9.50%/Q) |
|
11/27/2006 |
|
11,241 |
|
11,238 |
(2)(16) |
|
|
|
|
|
|
Senior secured loan ($9,370 par due 11/2014) |
|
12.50% (Libor + 9.50%/Q) |
|
11/27/2006 |
|
9,370 |
|
9,370 |
(3)(16) |
|
|
|
|
|
|
Promissory note ($14,897,360 par due 11/2016) |
|
|
|
11/27/2006 |
|
14,886 |
|
15,339 |
|
|
|
|
|
|
|
Warrants to purchase up to 0.61 shares |
|
|
|
6/1/2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,670 |
|
45,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hojeij Branded Foods, Inc. |
|
Airport restaurant operator |
|
Senior secured revolving loan ($1,200 par due 2/2017) |
|
10.25% (Base Rate + 7.00%/Q) |
|
2/15/2012 |
|
1,200 |
|
1,164 |
(16) |
|
|
|
|
|
|
Senior secured loan ($15,000 par due 2/2017) |
|
9.00% (Libor + 8.00%/Q) |
|
2/15/2012 |
|
15,000 |
|
14,550 |
(16) |
|
|
|
|
|
|
Warrants to purchase up to 324 shares of Class A common stock |
|
|
|
2/15/2012 |
|
|
|
669 |
|
|
|
|
|
|
|
Warrants to purchase up to 7.5% of membership interest |
|
|
|
2/15/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,200 |
|
16,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Orion Foods, LLC (fka Hot Stuff Foods, LLC) (7) |
|
Convenience food service retailer |
|
Senior secured revolving loan ($7,300 par due 9/2014) |
|
10.75% (Base Rate + 7.50%/M) |
|
4/1/2010 |
|
7,300 |
|
7,300 |
(16) |
|
|
|
|
|
|
Senior secured loan ($33,807 par due 9/2014) |
|
10.00% (Libor + 8.50%/Q) |
|
4/1/2010 |
|
33,807 |
|
33,807 |
(2)(16) |
|
|
|
|
|
|
Junior secured loan ($37,552 par due 9/2014) |
|
14.00% |
|
4/1/2010 |
|
26,397 |
|
27,443 |
|
|
|
|
|
|
|
Preferred units (10,000 units) |
|
|
|
10/28/2010 |
|
|
|
|
|
|
|
|
|
|
|
Class A common units (25,001 units) |
|
|
|
4/1/2010 |
|
|
|
|
|
|
|
|
|
|
|
Class B common units (1,122,452 units) |
|
|
|
4/1/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,504 |
|
68,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTG Management, Inc. |
|
Airport restaurant operator |
|
Senior secured revolving loan ($1,875 par due 8/2016) |
|
8.50% (Libor + 7.00%/Q) |
|
8/9/2011 |
|
1,875 |
|
1,875 |
(16) |
|
|
|
|
|
|
Senior secured revolving loan ($937 par due 8/2016) |
|
9.25% (Base Rate + 6.00%/M) |
|
8/9/2011 |
|
937 |
|
937 |
(16) |
|
|
ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2012
(dollar amounts in thousands)
(unaudited)
Company(1) |
|
Business Description |
|
Investment |
|
Interest (5)(11) |
|
Acquisition |
|
Amortized |
|
Fair Value |
|
Percentage |
|
|
|
|
|
Senior secured loan ($18,687 par due 8/2016) |
|
8.50% (Libor + 7.00%/Q) |
|
8/9/2011 |
|
18,687 |
|
18,687 |
(16) |
|
|
|
|
|
|
Junior secured loan ($2,143 par due 8/2016) |
|
14.50% (Libor + 13.00%/Q) |
|
8/9/2011 |
|
2,143 |
|
2,143 |
(16) |
|
|
|
|
|
|
Junior secured loan ($29,285 par due 8/2016) |
|
14.50% (Libor + 13.00%/M) |
|
8/9/2011 |
|
29,285 |
|
29,285 |
(16) |
|
|
|
|
|
|
Common units (3,000,000 units) |
|
|
|
1/5/2011 |
|
3,000 |
|
2,702 |
|
|
|
|
|
|
|
Warrants to purchase up to 189,857 shares of common stock |
|
|
|
6/19/2008 |
|
100 |
|
4,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
56,027 |
|
60,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PMI Holdings, Inc. |
|
Restaurant owner and operator |
|
Senior secured revolving loan ($2,000 par due 5/2015) |
|
10.00% (Libor + 8.00%/M) |
|
5/5/2010 |
|
2,000 |
|
2,000 |
(16) |
|
|
|
|
|
|
Senior secured loan ($8,614 par due 5/2015) |
|
10.00% (Libor + 8.00%/M) |
|
5/5/2010 |
|
8,614 |
|
8,614 |
(4)(16) |
|
|
|
|
|
|
Senior secured loan ($212 par due 5/2015) |
|
10.25% (Base Rate + 7.00%/M) |
|
5/5/2010 |
|
212 |
|
212 |
(4)(16) |
|
|
|
|
|
|
Senior secured loan ($8,614 par due 5/2015) |
|
10.00% (Libor + 8.00%/M) |
|
5/5/2010 |
|
8,614 |
|
8,614 |
(3)(16) |
|
|
|
|
|
|
Senior secured loan ($212 par due 5/2015) |
|
10.25% (Base Rate + 7.00%/M) |
|
5/5/2010 |
|
212 |
|
212 |
(3)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
19,652 |
|
19,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restaurant Holding Company, LLC |
|
Fast food restaurant operator |
|
Senior secured loan ($63,000 par due 2/2017) |
|
9.00% (Libor + 7.50%/M) |
|
2/15/2012 |
|
61,767 |
|
62,370 |
(16) |
|
|
|
|
|
|
Senior secured loan ($12,000 par due 2/2017) |
|
9.00% (Libor + 7.50%/M) |
|
2/15/2012 |
|
11,761 |
|
11,880 |
(2)(16) |
|
|
|
|
|
|
|
|
|
|
|
|
73,528 |
|
74,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.B. Restaurant Company |
|
Restaurant owner and operator |
|
Senior secured loan ($34,549 par due 7/2012) |
|
13.00% (Libor + 9.00% Cash, 2.00% PIK /Q) |
|
4/1/2010 |
|
32,711 |
|
34,549 |
(16) |
|
|
|
|
|
|
Preferred stock (46,690 shares) |
|
|
|
4/1/2010 |
|
|
|
117 |
|
|
|
|
|
|
|
Warrants to purchase up to 257,429 shares of common stock |
|
|
|
4/1/2010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,711 |
|
34,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vistar Corporation and Wellspring Distribution Corp. |
|
Food service distributor |
|
Junior secured loan ($50,250 par due 5/2015) |
|
11.00% |
|
5/23/2008 |
|
49,341 |
|
50,250 |
|
|
|
|
|
|
|
Junior secured loan ($50,000 par due 5/2015) |
|
11.00% |
|
5/23/2008 |
|
49,627 |
|
50,000 |
(2) |
|
|
|
|
|
|
Class A non-voting common stock (1,366,120 shares) |
|
|
|
5/3/2008 |
|
7,500 |
|
6,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
106,468 |
|
107,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
416,760 |
|
425,956 |
|
12.41 |
% |
Financial Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AllBridge Financial, LLC (7) |
|
Asset management services |