-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N+iEcIQG7daLJEp339MJQLIDuULArbcJOnFTF7m/wdKAaAnndanCwXc1xYzZb5zn hWySLVPkUzOagBEKFW58HA== 0001299933-08-002460.txt : 20080509 0001299933-08-002460.hdr.sgml : 20080509 20080509103525 ACCESSION NUMBER: 0001299933-08-002460 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Patriot Capital Funding, Inc. CENTRAL INDEX KEY: 0001321560 IRS NUMBER: 743068511 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 814-00713 FILM NUMBER: 08816497 BUSINESS ADDRESS: STREET 1: 274 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: (203) 429-2700 MAIL ADDRESS: STREET 1: 274 RIVERSIDE AVENUE CITY: WESTPORT STATE: CT ZIP: 06880 8-K 1 htm_27143.htm LIVE FILING Patriot Capital Funding, Inc. (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   May 9, 2008

Patriot Capital Funding, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 0-51459 74-3068511
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
274 Riverside Avenue, Westport, Connecticut   06880
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   203-429-2700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02 Results of Operations and Financial Condition.

On May 9, 2008, Patriot Capital Funding, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2008. The press release is included as Exhibit 99.1 to this Form 8-K.





Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.
(b) Not applicable.
(c) Exhibits

99.1 Press Release dated May 9, 2008.






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.

         
    Patriot Capital Funding, Inc.
          
May 9, 2008   By:   /s/ William E. Alvarez, Jr.
       
        Name: William E. Alvarez, Jr.
        Title: Executive Vice President, Chief Financial Officer and Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated May 9, 2008
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

FOR IMMEDIATE RELEASE News Announcement

Patriot Capital Funding Reports 2008 First Quarter Results

WESTPORT, CT – May 9, 2008 — Patriot Capital Funding, Inc. (NasdaqGS: PCAP) (“Patriot Capital Funding” or the “Company”), a specialty finance company providing flexible financing solutions to private equity sponsors focused on making investments in small- to mid-sized companies, today announced results for the three-month period ended March 31, 2008.

2008 First Quarter Summary

    Total investment income of $11.2 million

    Net investment income of $6.8 million, or $0.33 per basic and diluted share

    Net loss of $3.9 million, or $0.19 per basic and diluted share

    Net asset value per share of common stock at March 31, 2008 declined to $10.22, from $10.73 at December 31, 2007

Portfolio Activity

During the 2008 first quarter, no new investment commitments were originated as a result of a variety of factors, including but not limited to unusually drawn out closing timeframes for transactions, a material increase in the number of terminated transactions, persistently high leverage multiples and our own pessimism regarding the economy.

In addition, during the 2008 first quarter:

    We received proceeds of $2.9 million in conjunction with the sale of our senior secured term loan investment in Nice-Pak Products, Inc., a manufacturer of pre-moistened wipes. We realized a $90,000 loss in connection with this sale.

    We received proceeds of $7.4 million in conjunction with the sale of 50% of our revolver and senior term debt investments and unfunded commitments in Fairchild Industrial Products, Co. No gain or loss was recorded on the sale.

    We received gross proceeds of $9.1 million in conjunction with the full repayment of a junior secured term loan in Eight O’Clock Coffee Company. Upon repayment of this investment, we received a $90,000 prepayment fee.

    We received $4.0 million in proceeds in conjunction with a paydown on our senior secured term loan investment in ADAPCO, Inc.

    We increased commitments to three existing portfolio companies, funding $325,000 in subordinated debt to L.A. Spas, Inc., a $250,000 subordinated convertible note to Smart, LLC and a $141,000 investment in a subordinated member note to Aylward Enterprises, LLC.

Subsequent to the 2008 first quarter, we amended our senior and subordinated debt investments in Encore Legal Solutions Inc. (“Encore”). Concurrent with a $1.0 million subordinated debt paydown received from Encore on April 2, 2008, the remaining subordinated debt cost balance of approximately $5.2 million was converted into an equity investment. At March 31, 2008, the fair value balance of the subordinated debt was approximately $3.7 million before the paydown and conversion. After the conversion, we had a 30% equity ownership interest in Encore.

“While the pipeline of potential transactions reviewed increased throughout the first quarter of 2008, the quality of the pipeline was poor. Further, upheaval in the credit markets has caused the closing timeframe of many transactions to be unusually drawn out and in certain situations, caused transactions to be terminated completely,” stated Patriot Capital Funding President and Chief Executive Officer Richard Buckanavage. “While credit spreads have widened, leverage remains high in our market, which when combined with our outlook for the economy resulted in us pursuing fewer transactions relative to the size of our pipeline than our historical norm. As a result, we made no new investments in the first quarter.”

“Our disciplined investment philosophy, emphasizing quality over quantity, has proved valuable during these challenging times. Approximately 80% of our portfolio remains in the two highest rating categories and we have no past due or non-accrual loans,” concluded Mr. Buckanavage.

We recorded net unrealized depreciation on our investments in the amount of approximately $9.9 million during the 2008 first quarter. A portion of this amount, approximately $1.2 million, resulted from quoted market prices on our syndicated loan portfolio as a result of disruption in the financial credit markets for broadly syndicated loans, approximately $4.2 million resulted from a decline in cash flows of our portfolio companies and approximately $4.5 million resulted from the adoption of Statement of Financial Accounting Standards No. 157 – Fair Value Measurements (“SFAS 157”). We believe that the majority of the $4.5 million of unrealized depreciation attributable to the adoption of SFAS 157 reflected in this quarter’s results will ultimately be reversed when we exit these investments. We invest primarily in illiquid assets with the intention to hold these assets to settlement or maturity. This is in contrast to the premise under SFAS 157 that assets generally should be valued on the basis of their current market value and, if no market exists, that they are sold in a hypothetical market at the end of each quarter. We have not historically exited our investments through the individual sale of such investments rather we have typically exited our investments through a sale of the portfolio company or through a recapitalization of the portfolio company. Our belief that the majority of the $4.5 million of unrealized deprecation attributable to SFAS 157 will ultimately be reversed is supported by the fact that all such unrealized depreciation is related to investments we rated 1 or 2 under our rating system described below.

Portfolio Yield

The weighted average yield on all of our debt investments for the three months ended March 31, 2008 was 12.2%, which remained constant from the fourth quarter of 2007.

Portfolio Asset Quality

We utilize the following investment rating system for our entire portfolio of debt investments:  

Investment Rating 1 – Investments that exceed expectations and/or a capital gain is expected.
Investment Rating 2 – Investments that are generally performing in accordance with expectations.
Investment Rating 3 – Investments that require closer monitoring.
Investment Rating 4 – Investments performing below expectations where a higher risk of loss exists.
Investment Rating 5 – Investments performing significantly below expectations where we expect a loss.

At March 31, 2008, the distribution of our debt investments on the 1 to 5 investment rating scale at fair value was as follows:

Investment Rating 1 investments totaled $54.5 million (16.0% of the total portfolio).
Investment Rating 2 investments totaled $219.1 million (64.5% of the total portfolio).
Investment Rating 3 investments totaled $37.3 million (11.0% of the total portfolio).
Investment Rating 4 investments totaled $28.9 million (8.5% of the total portfolio).
Investment Rating 5 – no investments were rated 5.

Liquidity and Capital Resources

At March 31, 2008, we had cash and cash equivalents of $1.3 million, total assets of $365.0 million and net assets of $211.1 million. We had $143 million of borrowings outstanding at March 31, 2008 under our $175 million securitization revolving credit facility, which was expanded to $225 million subsequent to
quarter-end. At March 31, 2008, the interest rate on our securitization revolving credit facility was 4.1%, down from 6.2% at December 31, 2007, and our regulatory asset coverage was 248%, up from 234% at December 31, 2007. We are required to maintain regulatory asset coverage of at least 200%.

On April 11, 2008, we entered into an amended and restated securitization revolving credit facility with an entity affiliated with BMO Capital Markets Corp. and Branch Banking and Trust Company (BB&T). Among other things, the facility was amended and restated to:

    increase the borrowing limit under the facility from $175 million to $225 million;

    extend the maturity date of the facility from July 22, 2010 to April 11, 2011; and

    increase the interest payable under the facility from the commercial paper rate plus 100 basis points to the commercial paper rate plus 175 basis points on up to $175 million of borrowings outstanding under the facility and LIBOR plus 175 basis points on up to $50 million of borrowings outstanding under the facility.

Although we expect that cash on hand, borrowing availability, and cash generated from operations to be adequate to meet our cash needs at our current level of operations, we may face difficulty in obtaining new debt and equity financing as a result of the current turmoil in the credit markets and uncertainty in the capital markets. The debt and equity capital markets in the United States have been severely impacted by significant write-offs in the financial services sector relating to subprime mortgages and the re-pricing of credit risk in the broadly syndicated loan market, among other things. These events, along with the deterioration of the housing market, have led to worsening general economic conditions, which have impacted the broader capital and credit markets and have reduced the availability of debt and equity capital for the market as a whole and financial firms in particular. In the past, we were able to access the capital and credit markets to finance our investment activities. However, due to the current state of the markets, we cannot assure you that debt or equity capital will be available to us on favorable terms, or at all. As an example, because our common stock has occasionally traded at a price below our current net asset value per share over the last several months and we are subject to regulatory requirements that prohibit us from selling our common stock at a price below net asset value per share, we have been and may continue to be limited in our ability to raise equity capital. These conditions may limit our ability to grow our investment portfolio.

Dividend Information

On May 5, 2008, we announced that our board of directors had declared a cash dividend of $0.33 per share for the second quarter of 2008. The dividend is payable as follows:

Record date: June 5, 2008
Payment date: July 16, 2008

Our dividend is paid from taxable income. Our board of directors determines the dividend based on annual estimates of taxable income, which differs from book income due to changes in unrealized appreciation and depreciation of investments and due to temporary and permanent differences in income and expense recognition.

We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if we declare a cash dividend, then our stockholders who have not “opted out” of our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends. If your shares of our common stock are held through a brokerage firm or other financial intermediary and you wish to participate in the DRIP, please contact your broker or other financial intermediary.

2008 First Quarter Conference Call/Webcast Information

         
Conference Call:
  Today – May 9, 2008 at 11:00 a.m. EDT
Dial-in Number:
    888/343-7139  
Call Replay Until:
  May 13, 2008 at 1:00 p.m. EDT
Replay Number:
    800/633-8284  
Replay Access Code:
    21382172  
Webcast:
  www.patcapfunding.com
Web Replay:
  30 days

About Patriot Capital Funding, Inc.
Patriot Capital Funding, Inc. (www.patcapfunding.com) is a specialty finance company providing customized financing solutions primarily to private equity sponsors focused on making investments in small- to mid-sized companies. Patriot Capital Funding typically invests in companies with annual revenues ranging from $10 million to $100 million that operate in diverse industry sectors. Investments usually take the form of senior secured loans, junior secured loans, and/or subordinated debt investments – which may contain equity or equity-related instruments. Patriot Capital Funding also offers “one-stop” financing, which typically includes a revolving credit line, one or more senior term loans and a subordinated debt investment. Patriot Capital Funding also makes equity co-investments of generally up to $2.0 million and investments in broadly syndicated loans.

Forward-Looking Statements
This press release may contain certain forward-looking statements, including statements with regard to the future performance of Patriot Capital Funding. Words such as “believes,” “expects,” “projects,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements, and some of these factors are enumerated in Patriot Capital Funding’s Form 10-K for the year ended December 31, 2007, and other filings with the Securities and Exchange Commission. Patriot Capital Funding undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

(financial statements follow)

1

Patriot Capital Funding, Inc.
Consolidated Balance Sheets
(unaudited)

                 
    March 31,   December 31,
    2008   2007
ASSETS
               
Investments at fair value:
               
Non-control/non-affiliate investments (cost of $270,937,995 – 2008,
               
$294,686,727 - 2007)
  $ 260,051,446     $ 290,225,759  
Affiliate investments (cost of $87,363,276 – 2008, $86,577,905 – 2007)
    83,364,986       85,171,605  
Control investments (cost of $7,029,968 – 2008, $6,980,389 – 2007)
    8,529,968       9,328,389  
 
               
Total investments
    351,946,400       384,725,753  
Cash and cash equivalents
    1,311,750       789,451  
Restricted cash
    9,062,021       10,487,202  
Interest receivable
    1,377,674       1,758,954  
Other assets
    1,325,457       617,448  
 
               
TOTAL ASSETS
  $ 365,023,302     $ 398,378,808  
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
LIABILITIES
               
Borrowings
  $ 143,000,000     $ 164,900,000  
Interest payable
    517,602       821,124  
Dividends payable
    6,814,650       6,814,650  
Accounts payable, accrued expenses and other
    3,633,728       4,245,350  
 
               
TOTAL LIABILITIES
    153,965,980       176,781,124  
 
               
STOCKHOLDERS’ EQUITY
               
Preferred stock, $.01 par value, 1,000,000 shares authorized;
               
no shares issued and outstanding
           
Common stock, $.01 par value, 49,000,000 shares authorized;
               
20,650,455 shares issued and outstanding at
               
March 31, 2008 and December 31, 2007
    206,504       206,504  
Paid-in capital
    233,904,656       233,722,593  
Accumulated net investment loss
    (1,912,061 )     (1,912,061 )
Distributions in excess of net investment income
    (2,853,401 )     (2,824,651 )
Net realized loss on investments
    (3,260,915 )     (3,171,365 )
Net unrealized depreciation on interest rate swaps
    (1,515,216 )     (762,365 )
Net unrealized depreciation on investments
    (13,512,245 )     (3,660,971 )
 
               
TOTAL STOCKHOLDERS’ EQUITY
    211,057,322       221,597,684  
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 365,023,302     $ 398,378,808  
 
               
NET ASSET VALUE PER COMMON SHARE
  $ 10.22     $ 10.73  
 
               

2

Patriot Capital Funding, Inc.
Consolidated Statements of Operations
(unaudited)

                 
    Three Months Ended
    March 31,
    2008   2007
INVESTMENT INCOME
               
Interest and dividends:
               
Non-control/non-affiliate investments
  $ 8,298,333     $ 7,578,948  
Affiliate investments
    2,514,423       619,233  
Control investments
    178,466        
 
               
Total interest and dividend income
    10,991,222       8,198,181  
 
               
Fees:
               
Non-control/non-affiliate investments
    168,697       381,626  
Affiliate investments
    38,661       13,229  
Control investments
    6,250        
 
               
Total fee income
    213,608       394,855  
 
               
Other investment income — non-control/non-affiliate investments
    39,855       384,287  
 
               
Total Investment Income
    11,244,685       8,977,323  
 
               
EXPENSES
               
Compensation expense
    1,498,175       1,219,533  
Interest expense
    2,059,523       1,506,212  
Professional fees
    262,527       307,627  
General and administrative expense
    638,560       598,673  
 
               
Total Expenses
    4,458,785       3,632,045  
 
               
Net Investment Income
    6,785,900       5,345,278  
 
               
NET REALIZED GAIN (LOSS) AND NET UNREALIZED APPRECIATION (DEPRECIATION)
               
Net realized gain (loss) on investments - non-control/non-affiliate
    (89,550 )     6,167  
Net unrealized depreciation on investments – non-control/non- affiliate
    (6,411,284 )     (68,100 )
Net unrealized appreciation (depreciation) on investments – affiliate
    (2,591,990 )     153,200  
Net unrealized depreciation on investments – control
    (848,000 )      
Net unrealized depreciation on interest rate swaps
    (752,851 )     (63,328 )
 
               
Net Realized Gain (Loss) and Net Unrealized Appreciation (Depreciation)
    (10,693,675 )     27,939  
 
               
NET INCOME (LOSS)
  $ (3,907,775 )   $ 5,373,217  
 
               
Earnings (loss) per share, basic
  $ (0.19 )   $ 0.31  
 
               
Earnings (loss) per share, diluted
  $ (0.19 )   $ 0.30  
 
               
Weighted average shares outstanding, basic
    20,650,455       17,532,896  
 
               
Weighted average shares outstanding, diluted
    20,650,455       17,724,026  
 
               
     
CONTACTS    
Richard Buckanavage
President and Chief Executive Officer
203/429-2700
  Robert Rinderman or Steven Hecht
Jaffoni & Collins Incorporated
212/835-8500 or PCAP@jcir.com
 
   

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