Seeking Alpha
We cover over 5K calls/quarter
Profile| Send Message|
( followers)  

Ares Capital Corporation (NASDAQ:ARCC)

Q4 2009 Earnings Call

February 25, 2010 11:00 am ET

Executives

Michael Arougheti – President

Rick Davis – Chief Financial Officer

Analysts

Greg Mason – Stifel Nicolaus

Vernon Plack – BB&T Capital Markets

Don Fandetti – Citigroup

Chris Harris – Wells Fargo Securities

Jim Ballan – Lazard Capital Markets

John Stilmar – SunTrust

Aaron Heighonowich (ph) – Ladinburgh

Steven – KBW

Sla Lewis (ph) – Obatres Research (ph)

Rob Schwartzberg – Compass Point

Operator

Good morning and welcome to the Ares Capital Corporation earnings conference call. At this time all participants are in listen-only mode. As a reminder, this conference is being recorded on Thursday, February 25, 2010. Comments made during the course of this conference call and webcast and the accompanying documents contain forward-looking statements and are subject to risk and uncertainties.

Many of these forward looking statements can be identified by the use of the words such as anticipates, believes, expects, intends, will, should, may and similar expressions. The company’s actual results could differ materially from those expressed in the forward-looking statements for any reason including those listed in the SEC filings. Ares Capital Corporation assumes no obligation to update any such forward-looking statements.

Please also note the past performances or market information is not a guarantee of future results.

During this conference call the company may discuss core earnings per share or core EPS which is non-GAAP financial measure as defined by SEC Regulation G. Core EPS is a net per share increase or decrease in stockholders’ equity resulting from operations, less realized and unrealized gains and losses, any incentive management fees attributable to such realized gains and losses and any income taxes related to such realized gains.

A reconciliation of core EPS to the net per share increase/decrease in stockholders’ equity resulting from operations, the most directly comparable GAAP financial measure can be found in the company’s earnings press release. 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.

At this time we would like to invite participants to access the accompanying slide presentation by going to the company’s website at www.arescapitalcorp.com and clicking on the February 25, 2010 presentation link on the home page of the investor resources section of the website. Ares Capital Corporation earnings release and the annual report are also available on the company’s website.

I would now like to turn the call over to Mr. Michael Arougheti, Ares Capital Corporation’s President.

Michael Arougheti

Good morning everyone and thanks for joining us. Here with me this morning are Rick Davis, our Chief Financial Officer; Carl Drake and Scott Lem from our financing and accounting team; Josh Bloomstein, our General Counsel; Eric Beckman, Kipp deVeer, and Mitch Goldstein and Michael Smith, all senior members of our investment advisors management team.

I hope you all have had a chance to review our earnings press release this morning and our investor presentation posted on our website. I would like to start this morning by highlighting recent conditions in the broader market and any impact on us and then discuss our credit performance, balance sheet and earnings, all of which we believe position us as well as any company in our marketplace today.

Rick will then walk through our fourth quarter results before I conclude our call with a discussion of our recent investments in our portfolio. We would then be happy to take Q&A.

However, while we understand there is a lot of interest in discussing Ares Capital’s proposed merger with Allied Capital Corporation, we will not discuss the proposed merger and the ongoing proxy solicitations by ARCC and Allied Capital on this call. Instead Ares Capital and Allied Capital have scheduled a joint conference call to discuss the proposed merger on March 3, 2010. You can obtain details about the call on Ares Capital’s website at www.arescapitalcorp.com. We also refer you to the information filed with the Securities and Exchange Commission regarding the proposed merger and the Ares Capital special meeting.

During the fourth quarter, the credit markets continued to improve driven by a combination of positive technical and fundamental factors. Significantly stronger loan repayments outpaced new originations leading to a further reduction in outstanding institutional loans and continued investment appetite from existing market participants. The higher repayments were driven in part by a robust high yield market, which set records for price performance and volume in 2009.

Fourth quarter new leverage loan originations rebounded reaching levels not seen since the third quarter of 2008 and additional liquidity also tightened credit spreads.

From a fundamental perspective, industry defaults began to decline during the fourth quarter and the industry outlook for 2010 improved significantly. Although the lagging 12-month S&P leverage loan index principal default rate peaked in November at 10.8%, the rate declined to 9.6% by the end of the year and market participants and rating agencies currently expect the rate to be potentially cut in half by the end of 2010.

Year-over-year (inaudible) growth for companies in the index has resumed principally through expense reductions. Positive performance is driving investor confidence and the net effect has been a modest increase in the asset values in the broadly syndicated loan market.

I remind everyone that while often taking cues from the broader market, our core middle market rarely sees the same volatility. Although the middle market has lately experienced some very modest tightening in spreads and higher leverage, spreads in the middle market remain near historical highs and in fact, the spread gap between middle market loans and the broadly syndicated loan market reached an all-time high during the fourth quarter per S&P data.

In our core market, we still see first lien floating rate debt opportunities with unlevered total expected return profiles in the 10% to 13% range and mezzanine in the mid to high teens. Total leverage levels remain attractive by historical standards. We are still find high quality company investment opportunities at less than 4.25 times debt-to-EBITDA from mezzanine and at approximately 3.5 to 3.75 times debt-to-EBITDA for unitranche investments.

We also witnessed a jump in primary middle market sponsor related activity, which began after Labor Day and has continued into the first quarter of 2010. Although market activity has increased from a depressed base, volumes still remain significantly below historical averages. However, we do expect that new issue and refinancing opportunities will increase as a significant amount of uninvested private equities deployed and as the wall of maturing debt in 2011 through 2014 is refinanced.

Fortunately for capital providers like us, competition remains significantly reduced particularly in our core middle market where many traditional players have exited and where access to the high yield market is often not available from those borrowers.

We took advantage of the increased market activity by making over $350 million in gross new investments during the fourth quarter of 2009, the highest quarterly investment activity we have experienced since 2007. Our fourth quarter new origination activity reflects our efforts to stay active in all of our origination channels despite that market slowdown over the past year.

During the quarter we also experienced significant liquidity in our portfolio. We exited over $243 million of investments primarily due to improving liquidity in the market, which provided us with new capital to reinvest and additional flexibility to optimize our portfolio. Importantly, during this period, we were able to reinvest our capital that yielded significantly in excess of the investments that were repaid during the quarter.

Our new investments made during the quarter yielded approximately 15.7% on a weighted average basis compared to our repayments which had yield of approximately 10.1%. The incremental return on our portfolio rotation illustrates the strategic value of having capital available in this market.

Now let me highlight a few of our other recent noteworthy accomplishments. The first is our credit performance. While many of our peers and other banks and finance companies continue to struggle with a high level of non-performing assets, we have generally seen improving credit and investment performance for the last two quarters. In the aggregate, our portfolio performance statistics have continued to improve. On a weighted average basis, our underlying portfolio of company revenues and EBITDA increased more than 4% and 20% respectively over the prior year. In addition, the majority of our portfolio companies exceeded budgeted EBITDA on a weighted average basis.

This quarter was the second consecutive quarter that our non-accruing loan ratio has declined. Non-accruing loans reached a peak of 6.2% at cost and 2.1% at fair value during the second quarter of 2009 and have now declined to only 2.5% at cost and 0.5% at fair value. We have kept relatively low levels of delinquent and non-accruing loans while at the same time we have reported substantially lower net realized losses versus the peer average.

While we did realize modest losses this quarter from the exited two loans are non-accrual, we realized values in the aggregate on our exits that exceeded our fair value marks on such assets. With only 2.5% at cost of our portfolio are non-accrual and with net realized losses totaling approximately 2.1% of our average portfolio during 2009 and only 1.2% cumulatively since the current credit cycle began in mid 2007, our credit statistics compare very favorably to our BDC peers.

Secondly, we address one of our most strategic priorities of January when we expanded our debt capacity and extended the maturities that were revolving and CP funding credit facilities to January 2013. We increased our revolving credit facility from $525 million to $615 million on a standalone basis with a further increase to $690 million that is available on the closing of our Allied Capital Acquisition.

In addition, we combined our $425 million revolving and turn CP funding facilities provided by Wachovia Wells Fargo into a single $400 million revolving credit facility with no amortization requirement and better asset flexibility.

We now have total debt capacity of $1.3 billion with a blended pro forma cost of 2.4% using our debt balances of the 12/31/09. None of our credit facilities posses a LIBOR for it and we can increase the capacity on our larger revolving credit facility through an accordion feature, which could provide an additional $282 million on a standalone basis.

At a time when many of our peers have been forced to reduce debt or shrink their balance sheet, these facilities provide us with the flexibility and the lower relative cost of capital to grow our business in a profitable manner and they demonstrate the breadth and strength of our banking relationships.

We further strengthened our balance sheet during the first quarter of 2010 through an equity offering that raised about $278 million in net proceeds at a premium to our NAV. This is our 11th equity capital raise as a public company. On a cumulative basis since inception, we have raised $1.8 billion in gross proceed at an average multiple of 1.02 times our NAV. If we apply the offering proceeds pro forma to our December 31st, 2009 balance sheet, this would decrease our pro forma balance sheet leverage to 0.39 times net of cash.

We believe accomplishing these balance sheet initiatives has positioned us to exploit the attractive investment opportunities that we see in the current market.

Finally a brief comment on our fourth quarter and full year results. We reported our third consecutive quarterly increase in basic and diluted core earnings per share, which totaled $0.37 per share excluding $0.02 of professional fees associated with our pending acquisition of Allied Capital. This represents an increase of 12% versus a year ago. Importantly, our quarterly core earnings per share again excluding the $0.02 of professional fees, covered our quarterly dividend level by approximately 106%.

Our $0.64 in fourth quarter GAAP EPS were near record level driving a 2.5% increase in our net asset value per share to $11.44 and for the full year 2009 we reported record GAAP earnings per share of $1.99, our highest level in our history, driven in part by solid net investment gains in our portfolio over the last two quarters.

And with that, I would like to turn it over to Rick for more detailed comments in our Q4 financial results. Rick?

Rick Davis

Please turn to the financial and portfolio highlights slide in our presentation, which is slide three. As Mike mentioned, our basic and diluted core EPS were $0.37 per share for the fourth quarter, excluding fees associated with our pending acquisition of Allied Capital. A $0.03 per share increase over the comparable metric last quarter and $0.04 per share better than the fourth quarter of 2008. This quarterly increase is aided by a higher weighted average investment spread and approximately $0.03 per share of structuring fee income.

Due to net investment gains of $0.29 per share comprised of net unrealized gains of $0.67 per share and net realized losses of $0.38 per share, we reported GAAP earnings per share of $0.64 compared to $0.62 last quarter and a loss of $1.14 for the fourth quarter of 2008. After paying our $0.35 dividend, our net asset value was $1.44, an increase of 2.5% from last quarter.

We experienced high levels of new investments and repayments in the fourth quarter primarily due to the pickup in market activity. Gross spending of $355.9 million were partially offset by repayments of $243.2 million resulting in net fundings of $112.7 million. The exits and repayments were a combination of prepayments, selective portfolio sales, normal portfolio amortization and paydowns on revolving lines.

We ended the quarter and the year with 95 portfolio companies valued at approximately $2.2 billion. Excluding cash and cash equivalents, our quarter end portfolio was comprised of approximately 49% in senior secured debt securities with 33% in first lien and 16% in second lien assets, 27% in senior subordinated debt securities, 16% in the equity and other securities and approximately 8% in a diversified pool of first lien unitranche loans in the senior secured loan fund that we co-manage with GE Capital.

We were able to increase our weighted average investment spread by 10% during the fourth quarter, a 35 basis point increase during the quarter and 133 basis point increase over the past year. Our overall yield on debt and income producing securities at amortized cost increased to 12.1% versus 11.7% a year ago. Despite the decline in LIBOR, we were able to increase our portfolio yield at cost primarily due to higher yields, new investments and loan repricings that took place throughout the year.

Our weighted average funded costs were essentially flat again at about 2% for the quarter and versus 3% a year ago. Our overall yield on debt and income producing securities at fair value was essentially flat at 12.7% versus 12.8% a year ago.

On slide four, we provide detail regarding our fixed and floating rate portfolio assets at fair value. Our fixed rate assets accounted for 48.8% of our portfolio with 39.5% of our assets at floating rates. We know have LIBOR 4s on approximately 44% of our floating rate portfolio.

During the quarter, third party independent valuation providers reviewed approximately 50% of the portfolio based on fair value. Over the last two quarters, third party independent reviews have been conducted on approximately $1.8 billion of our portfolio at fair value with 81% of the portfolio at fair value either reviewed or new to the portfolio over this period.

On slide five, I would like to highlight the improvement in our annual GAAP earnings per share. GAAP earnings increased from a loss of $1.56 per share in 2008 to earnings of $1.99 per share in 2009. This significant improvement was primarily due to the reversal of a portion of our mark-to-market unrealized losses incurred during 2008 as well as improved performance on our portfolio investments.

As shown on slide six, we incurred net realized losses of $41.9 million and net unrealized investment gains of $73.1 million for total net gains of $31.3 million in the fourth quarter. Our realized losses on investments were approximately $9 million less than our previously recognized depreciation on such assets. This is illustrated by the reversal of the prior period unrealized depreciation of $50.8 million on investments where we recognized $41.9 million in net realized losses. These two realized losses consisted of a newspaper company investment and a consumer apparel company which were two of the most cyclical companies in our portfolio.

Our net unrealized gains were broad based and reflect both slightly improved asset values including modestly tighter spreads on primary market loans and debt comparables and overall stronger credit and investment performance.

Slide seven shows a summary of our debt facilities. As of December 31, we had approximately $969 million in total debt outstanding with cash on hand of approximately $99 million and approximately $250 million of capacity available for additional borrowing, subject to leverage and borrowing based restrictions. At December 31, 2009, our weighted average cost of debt was approximately 2%.

Now if you turn to slide eight, you see our current debt structure after giving effect to our refinancing that took place in January of this year. This slide shows our increased $615 million of revolving facility and the new 2013 maturities on both revolving facilities. Longer maturities increased our weighted average maturity on our debt capital from 3.8 years to five years which allows to better match [fund] our assets. You can see we accomplished this expansion and increase in debt capacity at only a slightly higher interest cost. On a blended basis, our new weighted average interest expense would have been approximately 2.43% versus 2.05%.

We believe that our cost of capital would be an important competitive advantage for us over the next few years. Including the cash and equivalents on our balance sheet of $99 million, we would have had debt capacity and cash of approximately $418 million on a pro forma basis at year end.

On slide nine is our balance sheet. Our debt to equity ratio at quarter end was 0.77 times and including cash and cash equivalents, our net debt to equity ratio was a conservative 0.69 times. If you can fit our equity raise of over $277 million in early February, our 12/31/09 net debt to equity ratio would be approximately 0.39 times on a pro forma basis and our cash and debt capacity would have increased to approximately $700 million.

The time it takes for us to accretively redeploy amounts paid down under our debt facilities using the proceeds from our recent equity offering may temporarily affect earnings per share in the short-term.

Turning to slide 10, we paid our fourth quarter dividend of $0.35 per share on December 31 of 2009 and this morning we declared our first quarter dividend of $0.35 per share. The dividend is payable on March 31 to shareholders of record as of March 15. We have now declared [to paid] our current dividend level of at least $0.35 per share for the past 17 quarters dating back to the first quarter of 2006. During that period, we covered our regular quarterly dividends with our core earnings per share and net realized gains by over 100%.

Now I will turn the call back over to Mike.

Michael Arougheti

Thanks, Rick. Now I would like to say a few words about our recent investment activity and touch on our portfolio performance before concluding. And if you would please turn to slide 11, in the fourth quarter, we closed our $344 million in new commitments across five new and five existing portfolio companies. Our new commitments include our $165 million investment in the senior secured loan fund purchased from Allied Capital, $46.7 million in first lien and subordinated debt in a portable moving and storage company in two separate transactions; $43.6 million in unitranche debt to a core profit post secondary education company; $32.5 million dollars in unitranche debt to a personal care products company and $33.6 million investment in Ivy Hill Asset Management related to its acquisition of interest in the Ivy Hill senior debt fund from Allied Capital.

All of these investments were made in our strike zone for leverage, expected return, preferred industries and size.

Given the significant contribution to last quarter’s activity, I thought it would be helpful to highlight the mechanics and the strategic value of the two fund acquisitions that we made during the quarter. We believe the senior secured loan fund provides us with meaningful origination advantages and compelling economics which should hopefully be a catalyst for future earnings growth.

Since we are partnering with GE Capital, one of the leading senior debt providers in the middle market, we believe the breadth of our already strong origination platform has been greatly enhanced. In addition, since the fund provides leverage for Ares Capital’s investment, the underlying returns to Ares Capital on typical senior unitranche debt are roughly 8% to 12% become leverage returns that may range between 15% and 25%. Yet since the fund is providing senior debt to companies at modest debt to EBITDA multiples, typically less than four times, we believe the risk from the leverage is reduced providing attractive risk adjusted returns for us.

The unitranche product has been an asset class that has historically performed very well for us. We believe that the $3.6 billion of capital in the fund, of which we have committed $525 million, is an important strategic advantage for us in the marketplace today and may help us [cut back] potential spread compression while still generating very attractive returns.

Second, Ivy Hill Asset Management’s purchase of the Allied Capital senior debt fund is a continuation of our strategy to expand and leverage the strategic value of our asset management platform. Since raising Ivy Hill middle market credit fund one in late 2007, Ivy Hill Asset Management has grown its committed capital under management organically and through acquisition from $404 million to over $2.3 billion as of December 31, 2009.

Funds managed by Ivy Hill have investments in over 200 middle market companies that are not also Ares Capital’s balance sheet. This provides us with potential opportunities for enhanced deal flow and valuable incremental market research and deal specific benefits, which in turn enhances our underwriting skills and asset selection.

Now turning to slide 12 for an update on portfolio of quality statistics, this data demonstrates our strategy of increasing our portfolio investment spread while reducing portfolio risk throughout the credit cycle. The left chart shows that our weighted average investment spread has increased while our weighted average leverage in interest cover statistics have generally improved and held constant. Our average portfolio last dollar total net debt leverage declined from 4.1 times to 3.9 times and compared to 4.2 times a year ago. Our underlying portfolio of interest coverage held constant at a healthy 2.7 times, up from 2.4 times a year ago.

And as you can see on the right hand side, the average EBITDA for our portfolio companies has increased modestly from year ago but declined slightly during the quarter to approximately $46.4 million. The average size of our portfolio companies is expected to remain near our current range in the short-term as we exploit inefficiencies below the liquid credit markets.

The improved economy has rippled through our portfolio as well. As I mentioned earlier, our portfolio companies weighted average revenues and EBITDA continue to increase versus the same period a year ago. For the full year, our portfolio companies weighted average revenues increased in the mid single digits and their weighted average EBITDA increased over 20% versus the prior year reflecting the improved operating leverage from cost cutting and some modest pickup in demand.

Slide 13 shows additional detail on the diversification of our portfolio by issuer concentration, asset class and geography. We continue to be over-weighted in defensive industries such as healthcare, education, other service industries and food and beverage. The only notable change this quarter is in the financial category, which increased from 8% to 16%. The increase is entirely due to our strategic investment in the senior secured loan fund, which is actually comprised of a number of diversified investments and the unitranche debt of 11 different issuers through our unique fund structure.

These 11 issuers in the fund are nine different industries. Our overall portfolio remains highly diversified with no single investment other than the senior secured loan fund representing more than 4.7% of the portfolio at fair value and with the top 15 accounting for 45% of the total.

Slide 14 provides another view of our portfolio of quality. As a reminder, our investment advisor employs an investment rating system, which grades one through four, with one being the lowest grade for investments that are not anticipated to be repaid in full and with four being the highest grade for investments that involve the least amount of risk in our portfolio.

At the end of the fourth quarter, the weighted average grade of our portfolio investments remained at three, unchanged from the last quarter. We experienced four performance related upgrades and three performance related downgrades. Such upgrades were related to companies with a fair value of $138.8 million and our downgrades were the companies with a fair value of only $17.5 million.

We also experienced two downgrades of companies with an aggregate fair value of $29.4 million that changed from our highest rating of four which indicates an exit is likely to a three rating as it became clear that an imminent exit of these investments through an IPO or sale was less likely. Therefore the aggregate fair value involved in rating changes was positive and we believe reflects positive credit performance in our portfolio.

Overall we have just 0.3% of our portfolio at fair value in our lowest rating category of one where we don’t expect a full recovery and 9.8% at fair value in our highest category of four. And as I mentioned earlier, we have just 0.5% of our portfolio on non-accrual at fair value and only 2.5% at cost at 12/31/2009 and other than these portfolio companies on non-accrual, we have no other companies delinquent in payment.

On slide 15 is our recent investment activity since quarter end and our backlog and pipeline. As of February 24, we made additional investments of $151.2 million since December 31, 2009. About 94% of these new investments were fixed rate with a weighted average yield of 15% and about 5% were floating rate investments with a weighted average spread of 11%.

We had also exited $118 million of investments at lower weighted average yield of 12.7% on fixed rate assets and lower weighted average spread of 6.4% on floating rate assets. And on this day, our total backlog and pipeline stood at $75 million and $220 million respectively. Of course, we can’t assure you that we will make any of these investments and we may syndicate a portion of these investments.

Now I just like to make one clarification related to our backlog and pipeline definitions. We define our backlog as committed transactions that are under a letter of intent. We define our pipeline as transactions with no formal commitment but where significant due diligence has been performed and there is a good probability of us consummating a transaction.

Unlike some of our peers, our pipeline does not include other transactions that are currently being reviewed in-house. For example, we are currently actively reviewing investment opportunities representing over $3 billion in transaction value excluding secondary purchases of potential portfolio acquisitions.

So a few key takeaways before Q&A. We delivered yet another quarter of growth in our core earnings per share and we again provided a 100% dividend coverage through core earnings per share. We incurred no new non-accruing loans and experienced improved portfolio performance and increased our net asset value. We have continued to build on this momentum into 2010 by expanding and extending the maturities in our revolving CP funding facilities at a modest incremental cost and further strengthen our balance sheet and capital with the recent equity raise of $277 million in proceeds.

We believe that our results, our credit and our investment performance throughout the cycle and the current state of our portfolio and balance sheet clearly separate us from others in our industry. And we hope that you are sharing the enthusiasm we have for our business and our excitement for the current market opportunity in what lies ahead.

And with that, operator we would like to open up the line for Q&A.

Question-and-Answer Session

Operator

Thank you. (Operator Instructions). Our first question comes from Greg Mason of Stifel Nicolaus.

Greg Mason – Stifel Nicolaus

Hi, good morning, gentlemen. Just first talking about credit quality, the decline in non-accruals, you said you sold Courtside and Wear Me Apparel. Did you have any loans that returned to performing status in the quarter versus last quarter?

Rick Davis

Yes, we did. We had one loan that was reinstated.

Greg Mason – Stifel Nicolaus

Great. And then the exits that you had in the fourth quarter plus the $118 million in the first quarter, how many of those are related to moving investments in the GE fund versus repayments from the company versus you deciding you want to sell your investment? Can you give us where the exits are coming from?

Rick Davis

Sure. We will give you just a – at a very high level of the $120 million, close to $80 million of it was sold to other Ares managed funds, but not the GE unit crunch fund and the remainder were sold to other market participants and third parties.

Greg Mason – Stifel Nicolaus

Great. Can we talk about the payment of the deferred incentive fee? You have not been taking your incentive fee in cash for six quarters now and you probably can’t take it next quarter. What are you thinking about in terms of the payment of that? I believe $66 million incentive fee.

Rick Davis

Well, it’s a – it’s been accrued through the income statement, so just to remind everybody that all of the earnings over the last year-and-a-half have been expensing that incentive fee. While we hope to turn it back on soon our expectation would be provided that the company has liquidity that incentive fee would get paid.

Greg Mason – Stifel Nicolaus

Great.

Rick Davis

Greg, the incentive fee is about $58 million, that the other piece of that is the management fee for Q4.

Greg Mason – Stifel Nicolaus

Okay, great.

Rick Davis

And just a correction, I misstated. We had – we didn’t have any loans. We had a loan that was reinstated last quarter. We didn’t have any loans that were reinstated this quarter.

Greg Mason – Stifel Nicolaus

Okay, great. Thank you, Rick. And one final question, I will hop back in the queue. I know you are not going to talk about your strategy with Allied on this call, but could you talk about your strategy if the Allied vote does not go through, what are your plans on a standalone basis? How does your strategy change going forward if you don’t get Allied? What are your plans?

Michael Arougheti

We are obviously going to be in a position to have a much more fulsome discussion on the merger transaction next week. But as we have continued to say, Allied is really a point in time along a continuation of the strategy that we laid out six years ago. And from our perspective, we have every hope and expectations the merger close, but in any event we will continue to do what we have been doing both in terms of how we are originating investments and how we are managing the existing portfolio.

Greg Mason – Stifel Nicolaus

Great, thank you, gentlemen.

Operator

Our next question is from Vernon Plack of BB&T Capital Markets.

Vernon Plack – BB&T Capital Markets

Thanks. Mike, investments after the quarter were very heavily weighted in sub debt and fixed rates investments compared to the rest of the portfolio. Was that just a function of the opportunities or can we expect more of that going forward? Will it be more heavily weighted in sub debt and fixed rate products?

Michael Arougheti

Yes, I think we talked about this last quarter. Our typical portfolio rotation sees us increasing meaningfully the amount of senior secured debt as the cycle peaks. And then obviously as we start to see reduced competition and spread widening and level reduction, we tend to gravitate more towards sub debt and fixed rate investing.

We are mindful on the fixed rate side of the shape of the forward curve and in fact a lot of the mezzanine that we are quoting here today is actually floating rate mezzanine just to make sure that we are not taking on the interest rate risk. But one thing that I would like to highlight and you saw this when you look at the weighted average leverage statistics quarter-over-quarter.

When we are investing in mezzanine now we are doing it with the goal of continuing to deleverage the portfolio, so we have a willingness to give up our first lien position and go subordinated in an effort to capture in-efficiencies in greater return, but we don’t have a significant appetite to take on underlying leverage. So what we have seen in vintages like this is we can invest in subordinated debt between 3.5 times to 4 times EBITDA which is where senior debt was leveraging at the peak of the cycle.

So when you think about our portfolio (inaudible) absolutely we are going to be focusing on sub debt. There is a huge opportunity in the mezzanine market today, but we are going to be doing it all with the focus on continuing to deleverage while increasing our spread.

Vernon Plack – BB&T Capital Markets

Okay. And you may have partially answered this or at least implied at given the response to one of the great questions, but cash on hand went up to $99 million. Just curious in terms of how much cash you plan on carrying on the balance sheet?

Rick Davis

The cash that we had on hand at the end of the year was higher than we normally keep. It was – that was really a function of having some repayments and other things and at the end of December and then some cash on hand to fund investments in early January. We typically keep anywhere from $25 million to $50 million of cash, so that was a little larger amount than we would typically keep.

Michael Arougheti

And as you know most of our credit facilities are revolving, which gives us a lot of flexibility in how we manage our cash position.

Vernon Plack – BB&T Capital Markets

Yes. And one final one, expenses related toward the Allied deal in this – in the – in Q3 there were $2 million, in Q4 there were $3 million, maybe a difficult question to answer, but can we expect at least for the first quarter a $3 million type of number?

Michael Arougheti

I would expect the number in the first quarter somewhere consistent with Q3 and Q4.

Vernon Plack – BB&T Capital Markets

Okay, all right, thank you.

Michael Arougheti

Thank you.

Operator

Our next question comes from Don Fandetti of Citigroup.

Don Fandetti – Citigroup

Hi. Michael, obviously the returns in the middle market lending is very attractive for you right now, just trying to get a sense on how long you think that window is going to be opened to you or do you run the risk of some compression and more competition? Obviously it gives a middle market spreads versus (inaudible) very wide, just want to get a sense on how you think that will play out.

Michael Arougheti

Sure. Each cycle is different, but our historical experience has been and we will just talk a little bit about ‘02, ‘03, ‘04 which is probably the most comparable period to what we are experiencing today. There was a good two to three-year runway where a competition was limited, leverage was low and spreads were wide, the structure of the middle market is much different today than it was back then, there is a lot less liquidity in the market, there is a lot of structural barriers to capital coming into our market.

CLOs are having difficulty leveraging middle market collateral, the banks have a reduced risk appetite, they are changing requirements from regulatory capital against mezzanine and private equity investments within the bank context. So we think that the opportunity for our market is as good as we have seen it and we actually think that the opportunity here will last longer than we have seen in past cycles.

Now, naturally where there is outsize returns available, capital tends to find its way into those markets, which speaks a lot of why we have been so focused on scale and originations, because as the market continues to improve and liquidity comes in, we will have continued stake market share and build our organization to out compete people that do come in. So we are very bullish on the market opportunity. We will see pockets of spread tightening as cash fits within the existing system goes to new investments what we think fundamentally the supply demand in our market is as good as we have ever seen it.

Don Fandetti – Citigroup

Okay, thanks for the perspective. That’s all I have.

Operator

Our next question is from Chris Harris of Wells Fargo Securities.

Chris Harris – Wells Fargo Securities

Great, thanks a lot. I appreciate your comments Mike on the – on your asset management initiatives here. And I am just curious how quickly do you think the – or do you expect the senior secured loan funds have really began ramping and to be kind of significant driver of earnings?

Michael Arougheti

We made our first investment in the senior secured loans fund in the quarter in January, which we were very happy with. Obviously, it takes a while to get the infrastructure and logistics in place to really use that fund effectively. The unit tranche product in today’s market is an extraordinary competitive tool as you can appreciate, if you have limited competition on the senior debt side and limited competition on the mezzanine side, being able to provide a scale balance sheet solution to an issuer is a significant advantage. So in most of the situations that we are looking at the unit tranches of prominence – of prominent offering and part of the dialog. So our hope is that that will ramp very quickly and we will start to see the benefit of it as it flow through the earnings throughout 2010.

Chris Harris – Wells Fargo Securities

Okay, great. And then in the quarter, it looked like there was a nice decline in the amount of non-cash or fixed income you received. And I am just wondering kind of what’s driving that? And I am assuming it’s from borrowers that had previously been ticking are now paying cash interest and maybe if you can just share a little perspective on what’s going on there.

Rick Davis

The pick was down to about $10.7 million in Q4 versus – about $10.8 million in Q3 and little higher levels earlier on. I think it’s just a function of some things that rolled off with some of the rotation in the portfolio.

Chris Harris – Wells Fargo Securities

Okay, thanks, Rick. That’s all I had.

Rick Davis

Okay, thank you.

Operator

The next question is from Jim Ballan of Lazard Capital Markets.

Jim Ballan – Lazard Capital Markets

Hi, Jim Ballan from Lazard. A couple of things; one is, it looks like you earned 15% you mentioned kind of like mid-to-high teens for sub debt. And I guess you also went around 16% in the senior secured loans under the unit transponder. How much of the returns that you are getting on sub debt is influenced by what you are making on the unit transponder is that not included in that calculation?

Michael Arougheti

It’s – well, it’s not included in that calculation, because again in the fourth quarter we – under the unit transponder we invested the $165 million, but we made no new investment. But it’s an interesting question, Jim, because if you look at the levered rates of return on balance sheet for the mezzanine product versus the unit transponder, what makes the unit transponder so compelling is that we are actually able to generate cash-on-cash returns on levered first lien securities in excess of the cash-on-cash returns we are able to generate on the levered basis for mezzanine. So as I just mentioned, I mentioned two advantages when we were discussing the unit transponder in our prepared remarks, one was the origination scale, but it gives us, two was the – just the earnings power. But I think what’s important too is on a relative basis, we can drive higher cash-on-cash rates of returns, taking less risk in a – an underlying company’s balance sheet. But the numbers that we quoted include all of the investments that we made including the blended rate on the $165 million.

Jim Ballan – Lazard Capital Markets

Okay, great. And then one other thing, the $151 million that you put to work since the beginning of the year, can you talk about how much that – of that was related to Allied assets? And if you have one, is there a sort of a strategy around buying assets from Allied ahead of closing? What else can you talk about that?

Michael Arougheti

Well, yes, Allied talked about it on their call yesterday and the significant majority of the assets that we purchased early in this quarter were in fact purchases from Allied that we had been working on through the end of the year, but swept into the first quarter. And now as we sit here today, our expectations that we will close the merger at the end of the quarter, so at this point we are not expecting a significant amount of continuing asset purchases as we move into closing.

Jim Ballan – Lazard Capital Markets

Got it. Actually one last one if I may. The – can you talk a little bit about what would enable you to exercise the accordion feature for the revolver? How would that work?

Michael Arougheti

Yes, so the way the accordion feature is structured is the existing $615 million credit facility can be upsized by bringing in new lenders without the consent of the existing lenders. So anybody who is an existing lender under that credit facility has effectively pre-approved our bringing in new investors without any change to the underlying documents. As we discussed on our last call, our expectation is that we will launch a syndication process to bring new investors into that vehicle.

Jim Ballan – Lazard Capital Markets

All right, sometime after closing.

Michael Arougheti

It’s an ongoing discussion. As you can imagine we are constantly having dialog with our lending partners and developing new relationships. It doesn’t all have to come in at once. So if I remind you, last year, we brought in a $15 million commitment early in the year just as part of an ongoing dialog we were having with an institution and it doesn’t go away. So I would expect to see increasing in that facility over time as opposed to one – one large increase.

Jim Ballan – Lazard Capital Markets

Got it. Great, thanks a lot, Mike.

Michael Arougheti

Sure, thank you.

Operator

Our next question comes from John Stilmar with SunTrust.

John Stilmar – SunTrust

Good morning. Just really quickly two points; the first one, Mike can you comment a little bit about interest coverage? Obviously we have over 500 basis points of increased coupon, part of that is moving further down the capital structure, the other part of it is potential taking advantage of selling loans or done in a more liquid environment and investing in a less liquid environment. But the other piece I guess I am looking for a little color on is where are we on an interest coverage perspective? You certainly talked about leverage levels and it was comfortable there, but that’s the other piece of just missing. I was wondering you would be able to provide a context and color to that when that’s been.

Michael Arougheti

Yes, on a weighted average basis and we have talked about certainly the interest coverage in the portfolio is about 2.7 times.

John Stilmar – SunTrust

Yes, but on marginal investments, is it still on that same range.

Michael Arougheti

Yes, new investments are being underwritten those types of levels. And you can see it obviously the interest coverage is up quarter-over-quarter and a lot of that is the new market. Obviously with lower leverage levels in new capital structures as well as low interest rates you expect to see an increase in the interest coverage in the underlying portfolio.

John Stilmar – SunTrust

Okay, perfect. And then the other question has to do with – you had mentioned the syndication by potential for new origination activity. Can you talk to me about how capital is forming in the syndication market, because to me syndication feels like it’s highly predicated on the structured market or increased liquidity? I am wondering what you are seeing there? And what sort of indicator should we (inaudible) comments of which seemed to be little bit more of robust outlook for your billing to syndicate?

Michael Arougheti

Yes. And there is – there are really two pockets of cash today. One is cash that’s kind of (inaudible) existing system, think of that as cash balances in CLOs available for reinvestment in small size. And that ebbs and flows depending on where they are in their fund life and their investment pace. And then there are a number of smaller providers to the market, whether they are BDCs or private finance companies that have access to capital, but don’t have access to capital in size where they can buy $10 million, $15 million, $20 million of a name, but not really read the deals the way that we can.

I don’t want to imply that the market is flushed with liquidity, but there is enough capital and enough people looking for assets that we can use our origination capability to go out and drive fee income and optimize our portfolio. But as I mentioned what makes us so excited about the opportunity now is not just the risk adjusted returns, but it’s really our competitive positioning within the market.

There really are very few people that can provide a full balance sheet solution to a middle market company in the size that we can. And so having that for us a product capability and having the experience investing up in them balance sheet in size is really putting us in a position to drive the benefits through syndication. However obviously as we grow there is no obligation to syndicate and I would expect to see syndications play a lesser role as we continue to build the book over 2010.

John Stilmar – SunTrust

Okay. And actually one more follow-up question if you don’t mind. With regards to financial options that you have, it seems that you have seen some bank sponsored asset base structure deal. Can you talk to me about how you would think about that as an option going forward? Obviously there was a transaction with JPMorgan and Allied and you have some peers where there was grant sponsors, how they structured transactions to reach a lower cost of capital. Is that starting to open up in something that you would consider for marginal debt capacity above your revolver or are the structured markets with private investors trying to come out or we still kind of thinking about the unsecured markets as the next step for varies either independently or with Allied in terms of next steps for marginal debt capacity?

Michael Arougheti

Yes, it’s developing. Obviously with our performance in our issue ratings, the unsecured market are open to use today at a price. The nice thing about our balance sheet positioning now is we have no maturities for another three years. We have ample revolving capacity at very attractive rates, so we are not rushing into any financing market right now, but we are being very opportunistic.

On the structured side as you can imagine, given the breadth of IV Hills and more importantly given the breadth of the Ares management platform where we manage close to $20 billion of liquid credit, if there is a structured financing alternative out there and a vehicle that makes sense, you should probably assume that we are looking at it and that we are on the shortlist of people that are seeing it. That market is opening up.

We are beginning to see people offering us leverage on our collateral. We are still not at a point where we think the cost of the funds is attractive for Ares capital of course, but we are encouraged with some of the liquidity that we are seeing. What we do believe and are convinced although is that that marginal debt will not find its way to sub scale managers and we are already seeing it within the BDC space where the unsecured markets and some of the more flexible structured products is unavailable to the smaller issuers.

So we spent a lot of time talking about the benefit to scale, but access to the financing markets not just in terms of the cost of funds, but the structure underpinning those funds is key. So we are looking at the unsecured market, public and private, we are looking at the unsecured market retail and day-to-day we are having a discussions on a whole number of other types of structured solution.

John Stilmar – SunTrust

Thank you so much.

Michael Arougheti

Sure, thanks.

Operator

Pardon me. Our next question is from Aaron Heighonowich (ph) of Ladinburgh.

Aaron Heighonowich – Ladinburgh

Hi guys, just following up on Don’s earlier question on the positive pricing and leverage environment, how long that might last. What do you think about the possibility of any secular benefits taking out some of the active institutional people that were in the market during the peak? Just wondering what your spots are if there is going to be longer-term benefit of it’s going to return to a cyclical and a norm after this cycle?

Michael Arougheti

Are you talking about in the broader markets?

Aaron Heighonowich – Ladinburgh

Yes, just broadly.

Michael Arougheti

Yes, I think, look before this cycle nobody thought that a bank loan would ever trade below 95 and I think we have now seen the bank loans can trade 250 and they can trade above par. Our revenue as asset managers have always been that where there is more volatility, there is an opportunity for us to make more money. And so while the markets have matured and institutionalize, they have become more volatile which drives periodic and efficiencies that we think that we can explain to our collected benefit.

We don’t believe that there have been necessarily secular changes; because I think what this cycle will show is that the loan asset class in particular is a very robust asset class. I think when people look at the loss given at default ratios that come out of this cycle with leverage, you will see leverage come back into this market, I think you will see it come back at much lower levels than we have seen historically, so think three times to five times versus 10 times plus. I think the cost and the structure of that leverage will be much more rigid, but our expectation is it will come back.

But again I think it will come back to a smaller number of market players, the larger players and those with infrastructure and track records through the cycle I think are going to get the benefit of that leverage. So in the broader markets, our expectation is we are already seeing it. Liquidity is already finding its way back into the syndicated loan market, it’s finding its way back into the high yield market and that’s putting a lot of pressure on underlying structures and spreads. But because of some of things I referenced earlier, we are just not seeing that spread tightening and leverage increase creep into our market and we actually don’t expect it too for the foreseeable future.

Aaron Heighonowich – Ladinburgh

Okay, it’s helpful. And then finally, I am not sure if you can answer this, but I think the most recent disclosure of the pro forma NAV as of 9/30 was 1332, do you have any update on that or are if you feel it’s going to be materially different?

Michael Arougheti

We cannot talk about that today, but we will try to address some of those types of issues on the call next week.

Aaron Heighonowich – Ladinburgh

Okay, thank you.

Michael Arougheti

Thanks.

Operator

Our next question comes from Sanjay Sakhrani of KBW.

Steven – KBW

Hi, this is actually Steven filling in for Sanjay. Just a quick question, truing down on the investment income, I noticed that the management fees and the other income fee lines increased. And I was just wondering how should be think about the run rate going forward for those lines?

Rick Davis

Yes, those are predominantly being generated from IV Hills. It think the good news is is that the underlying performance in some of our IV Hill vehicles are exceeding our expectations and so we are seeing the dividend fees and dividends in other income is coming off of that platform increase. And obviously as we have added funds the fee income is increasing. You are also starting to see a slight increase in management fee from the senior secured loan fund that will continue into the future and should grow as we continue to get that fund invested.

Steven – KBW

So that run rate is sustainable.

Rick Davis

Yes. I think it’s sustainable and it probably will grow.

Steven – KBW

Great, thank you.

Operator

Our next question is from Sla Lewis (ph) of Obatres Research (ph).

Sla Lewis – Obatres Research

Sure, yes. Let me ask in your new – your various lines of credit, obviously it’s very attractive to borrow with these kind of rates and invested much higher rates. Are the terms of your debt covenant changing? Are they (inaudible) they have always been or changed in any lines?

Michael Arougheti

The underlying structures are very flexible and they have very few covenants. And the covenants did not materially change from what they were before or recent refinancing. As you think about what the covenant packages are and the documents are available publicly, you will see predominantly the covenants are geared to the regulatory capital requirements one-to-one leverage. So as long as we are maintaining compliance with the regulatory leverage, the asset coverage test of one-to-one is really the governing covenant. But we are also happy with when we refinanced all of our facilities in January.

We saw only a modest tightening in advanced rates. In some cases from 85% to 80% for example on senior secured debt, but we were able to maintain most of the advanced rates that we had had for the five years or six years. I don’t think that’s true for some of our peers. Again I think that the banking community and the capital markets are starting to differentiate between scale managers and really looking at people’s credit track records and so some of the other bank lines it has come out are seeing advanced rates that are probably 50% of what we have been able to attract and it’s coming at significantly higher cost of capital.

Sla Lewis – Obatres Research

Okay, good. Thank you.

Operator

Our next question is from Rob Schwartzberg of Compass Point.

Rob Schwartzberg – Compass Point

Good morning. I had a couple of questions. One of them had to do with the $73 million of unrealized gains. Can you talk a little bit about, one, what was driving the gains? And two, any best estimate as to when those might be realized?

Michael Arougheti

Sure. The $73 million of unrealized gains, about $50 million of it was the reversal, previously recognized depreciation. As we talked about, we realized losses on two investments that had been non-performers for us, but we had effectively over reserved those by about $9 million. And so there was a reversal of the depreciation or the depreciation if you will for the tune of about $51 million. And then there was the remainder just net appreciation in the underlying portfolio, largely driven by credit improvement and a change in the mark-to-market environment. If you look at the amount of net appreciation that we have seen in the portfolio over the year, obviously, we are very happy with it. We still have a ways to go against the total amount of unrealized depreciation when we took over the cycle, but we have [obviously seen] a fair amount of healing in the portfolio through the end of the year.

In terms of the gains on – in the portfolio, it’s obviously a lumpy business. We do have a fair number of the portfolio in equity securities that we hope as the cycle matures and the economy gets on more stable floating that we will be in a position to continue our track record of realized gains, which I think as people know since inception, our gains had outpaced our losses.

Rob Schwartzberg – Compass Point

And then, if I could ask two other questions, one as a follow-up to previously asked question, structuring fees, almost $3.8 million, there were really no fees in September quarter and $600,000 in June and the $1.2 million. Do you have any guidance about that or what drove that for the quarter and how we should look at that going forward?

Michael Arougheti

We don’t give guidance but what we have said and just people can at least get a general sense for structuring fee income, it’s obviously a function of new investment phase. So as the activity levels pick up and we are in the market originating new business, we should expect to see the structuring fee income sustain itself, if not grow. In today’s environment, we are typically getting somewhere between 3% and 4% structuring fees on new dollars that we invest.

So, again, we can’t predict or guide people to what our investment activity is going to be. But (inaudible) on new commitments were typically getting 3% plus.

Rob Schwartzberg – Compass Point

So, you did the offering in the middle of the quarter but there won’t be any contribution really from Allied because it’s closing at the end of the quarter. So how do you feel about making up the – the transaction is still accretive on an earnings point of view for the quarter?

Michael Arougheti

Our expectation is, and we said this in our prepared remarks, is we typically takes us a quarter or two to get back to where we were from a core earnings standpoint. Obviously, it’s all a function of how quickly we [invest in] proceeds and at what rates of return. Obviously, raising capital at a premium to net asset value in this investment environment, our expectation going into that raise was it would be significantly accretive not just to NAV but to our earnings per share. As you can appreciate given the timing of the raise, it will take us a little while to get back to where we were from a core EPS standpoint. And then as – I would remind you, our backlog and pipeline today in the aggregate as we talked about was about $300 million, which was consistent with the sizing of the equity rates.

Rob Schwartzberg – Compass Point

Got it, and then this might be a question for next week, but are you still comfortable with the pro forma asset coverage guidance, which was given out I think at the time of the merger or do we want to talk about that next week?

Michael Arougheti

We will talk more about that on next week but we are absolutely still focused on 0.65 to 0.75 times leverage ratio for the combined company.

Operator

(Operator Instructions) We have no further questions at this time. Gentlemen, do you have any closing remarks today?

Michael Arougheti

Only to thank everybody as always for their time and continuing support. Hopefully everybody can join us on next week’s call on the 3rd and we look forward to discussing the merger then and thank you for taking the time today. Appreciate it.

Operator

Ladies and gentlemen, that does conclude our conference call for today. If you missed any part of today’s call, a recording of this conference will be available through March 12th, 2010 at 9 AM Eastern Time. To access the replay, you can call 1-877-344-7529. To call internationally, you can call 1-412-317-0088. For all replays the ID number is 437591. Thank you for joining. You may now disconnect.

Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited.

THE INFORMATION CONTAINED HERE IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL, CONFERENCE PRESENTATION OR OTHER AUDIO PRESENTATION, AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE AUDIO PRESENTATIONS. IN NO WAY DOES SEEKING ALPHA ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S AUDIO PRESENTATION ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

If you have any additional questions about our online transcripts, please contact us at: transcripts@seekingalpha.com. Thank you!

Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited.

THE INFORMATION CONTAINED HERE IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL, CONFERENCE PRESENTATION OR OTHER AUDIO PRESENTATION, AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE AUDIO PRESENTATIONS. IN NO WAY DOES SEEKING ALPHA ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S AUDIO PRESENTATION ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

If you have any additional questions about our online transcripts, please contact us at: transcripts@seekingalpha.com. Thank you!

Source: Ares Capital Corporation Q4 2009 Earnings Conference Call
This Transcript
All Transcripts