x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(Exact name of Registrant as specified in its charter)
Delaware | 20-5951150 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of exchange on which registered | |
Common Shares, par value $0.01 per share | The NASDAQ Global Select Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes o No x
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2011 was approximately $152 million based upon a closing price of $7.95 reported for such date by The NASDAQ Global Select Market. Common shares held by each executive officer and director and by each person who owns 5% or more of the outstanding common shares have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of outstanding shares of common stock of the registrant as of March 1, 2012 was 23,009,963.
This Amendment No. 1 (this Amendment) is being filed to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which Kohlberg Capital Corporation, a Delaware corporation (the Company or we), originally filed on March 15, 2012 (the Original 10-K). We are filing this Amendment solely for the purpose of correcting the date of the reports of Grant Thornton LLP, the Companys independent registered public accounting firm, set forth on pages F-2 and F-3 of the Original 10-K (the Reports), and to correct the date of the Reports referred to in the consent of Grant Thornton LLP included as Exhibit 23.1 to the Original 10-K (the Consent). The Reports were signed by Grant Thornton LLP and dated March 15, 2012, but the dates included in the Original 10-K were inadvertently reflected as March 15, 2011 in the Reports (and March 14, 2012 in the Consent).
All of the financial statements included in this Amendment are unchanged from those included in the Original 10-K.
In connection with filing this Amendment, and pursuant to Rules 12b-15, 13a-14(a) and 13a-14(b) under the Securities Act of 1934, as amended (the Exchange Act), the Company is also filing a corrected copy of the consent of Grant Thornton LLP dated March 15, 2012 related to its reports with respect to the financial statements and internal control over financial reporting of the Company, a copy of the consent of Grant Thornton LLP dated March 15, 2012 related to its report with respect to the financial statements of Katonah Debt Advisors, L.L.C., and currently dated certifications of the Companys principal executive officer and principal financial officer pursuant to Rules 13a-14(a) and 13a-14(b) under the Exchange Act. Except as described above, no other amendments are being made to the Original 10-K. This Amendment does not reflect events occurring after the filing of the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments referred to above. This Amendment should be read in conjunction with the Original 10-K and the Companys other filings made with the Securities and Exchange Commission subsequent to the filing of the Original 10-K on March 15, 2012.
Our financial statements are annexed to this Amendment beginning on page F-1.
(a) Documents filed as part of this report:
1. For a list of the consolidated financial information included herein, see Index to the Consolidated Financial Statements on page F-1.
2. For a list of the other financial statements and financial statement schedules included herein, see Index to Other Financial Statements and Financial Statement Schedules on page S-1.
3. For a list of other exhibits included herein, see Exhibit List on page E-1.
(b) Exhibits required by Item 601 of Regulation S-K. Reference is made to the Exhibit List filed as a part of this report beginning on page E-1. Each of such exhibits is incorporated by reference herein.
(c) Other financial statements and financial statement schedules. Reference is made to the Index to Other Financial Statements and Financial Statement Schedules on page S-1. Each of such documents is incorporated by reference herein.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Kohlberg Capital Corporation | ||
Date: March 22, 2012 | By /s/ Dayl W. Pearson |
4
F-1
Board of Directors and Stockholders of
Kohlberg Capital Corporation
We have audited the accompanying balance sheets, including the schedule of investments, of Kohlberg Capital Corporation and subsidiary (collectively, the Company) (a Delaware corporation) as of December 31, 2011 and 2010, and the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2011 and financial highlights for each of the five years in the period ended December 31, 2011. These financial statements and financial highlights are the responsibility of the Companys management. Our responsibility is to express an opinion on the financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of investments owned as of December 31, 2011 and 2010. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Kohlberg Capital Corporation and subsidiary as of December 31, 2011 and 2010, and the results of their operations, changes in their net assets and their cash flows for each of the three years in the period ended December 31, 2011 and the financial highlights for each of the five years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Kohlberg Capital Corporation and subsidiarys internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 15, 2012 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
New York, New York
March 15, 2012
F-2
Board of Directors and Stockholders of
Kohlberg Capital Corporation
We have audited Kohlberg Capital Corporation and subsidiarys (collectively, the Company) (a Delaware Corporation) internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for maintaining effective internal control over financial reporting for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Kohlberg Capital Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control Integrated Framework issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying balance sheets of the Company, including the schedule of investments as of December 31, 2011 and 2010, and the related statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2010 and financial highlights for each of the five years in the period ended December 31, 2011, and our report dated March 15, 2012 expressed an unqualified opinion.
/s/ GRANT THORNTON LLP
New York, New York
March 15, 2012
F-3
As of December 31, 2011 |
As of December 31, 2010 |
|||||||
ASSETS |
||||||||
Investments at fair value: |
||||||||
Time deposits (cost: 2011 $229,152; 2010 $720,225) | $ | 229,152 | $ | 720,225 | ||||
Money market account (cost: 2011 $31,622,134; 2010 $210,311) | 31,622,134 | 210,311 | ||||||
Debt securities (cost: 2011 $134,311,238; 2010 $126,545,510) | 114,673,506 | 91,042,928 | ||||||
CLO fund securities managed by non-affiliates (cost: 2011 $12,544,303; 2010 $15,690,983) | 2,732,000 | 4,921,000 | ||||||
CLO fund securities managed by affiliate (cost: 2011 $52,665,506; 2010 $52,589,217) | 43,680,000 | 48,110,000 | ||||||
Equity securities (cost: 2011 $16,559,610; 2010 $13,483,227) | 6,040,895 | 4,688,832 | ||||||
Asset manager affiliates (cost: 2011 $44,338,301; 2010 $44,532,329) | 40,814,000 | 41,493,000 | ||||||
Total Investments at fair value | 239,791,687 | 191,186,296 | ||||||
Cash | 2,555,259 | 10,175,488 | ||||||
Restricted cash | | 67,023,170 | ||||||
Interest and dividends receivable | 2,548,895 | 2,574,115 | ||||||
Receivable for open trades | | 7,681,536 | ||||||
Accounts Receivable | 859,156 | 851,020 | ||||||
Due from affiliates | 3,517 | | ||||||
Other assets | 2,375,147 | 331,061 | ||||||
Total assets | $ | 248,133,661 | $ | 279,822,686 | ||||
LIABILITIES |
||||||||
Borrowings | $ | | $ | 86,746,582 | ||||
Convertible Senior Notes | 60,000,000 | | ||||||
Accounts payable and accrued expenses | 3,527,682 | 2,337,767 | ||||||
Dividend payable | 4,080,037 | 3,812,670 | ||||||
Total liabilities | $ | 67,607,719 | $ | 92,897,019 | ||||
STOCKHOLDERS' EQUITY |
||||||||
Common stock, par value $0.01 per share, 100,000,000 common shares authorized; 22,992,211 and 22,767,130 common shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively. | $ | 226,648 | $ | 224,274 | ||||
Capital in excess of par value | 284,571,466 | 282,794,025 | ||||||
Accumulated undistributed net investment income | 1,008,783 | 818,664 | ||||||
Accumulated net realized losses | (52,802,400 | ) | (34,325,792 | ) | ||||
Net unrealized depreciation on investments | (52,478,555 | ) | (62,585,504 | ) | ||||
Total stockholders' equity | $ | 180,525,942 | $ | 186,925,667 | ||||
Total liabilities and stockholders' equity | $ | 248,133,661 | $ | 279,822,686 | ||||
NET ASSET VALUE PER COMMON SHARE | $ | 7.85 | $ | 8.21 |
See accompanying notes to financial statements.
F-4
For the Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Investment Income: |
||||||||||||
Interest from investments in debt securities | $ | 9,438,493 | $ | 14,409,069 | $ | 24,157,213 | ||||||
Interest from cash and time deposits | 21,938 | 21,531 | 17,956 | |||||||||
Dividends from investments in CLO fund securities managed by non-affiliates | 1,984,177 | 1,837,024 | 1,296,349 | |||||||||
Dividends from investments in CLO fund securities managed by affiliate | 12,565,859 | 8,371,007 | 8,025,695 | |||||||||
Dividends from affiliate asset manager | 1,910,000 | 4,500,000 | | |||||||||
Capital structuring service fees | 86,057 | 215,233 | 399,338 | |||||||||
Other Income | 2,000,000 | | | |||||||||
Total investment income | 28,006,524 | 29,353,864 | 33,896,551 | |||||||||
Expenses: |
||||||||||||
Interest and amortization of debt issuance costs | 4,588,482 | 7,088,202 | 9,276,563 | |||||||||
Compensation | 3,907,900 | 3,322,895 | 3,222,604 | |||||||||
Professional fees | 2,010,253 | 5,411,499 | 1,691,832 | |||||||||
Insurance | 493,305 | 419,942 | 359,062 | |||||||||
Administrative and other | 987,381 | 1,214,207 | 990,835 | |||||||||
Total expenses | 11,987,321 | 17,456,745 | 15,540,896 | |||||||||
Net Investment Income before Income Tax Expense | 16,019,203 | 11,897,119 | 18,355,655 | |||||||||
Excise taxes | | | (25,000 | ) | ||||||||
Net Investment Income | 16,019,203 | 11,897,119 | 18,330,655 | |||||||||
Realized And Unrealized Gains (Losses) On Investments: |
||||||||||||
Net realized gain loss from investment transactions | (18,476,608 | ) | (17,862,984 | ) | (15,782,121 | ) | ||||||
Net change in unrealized appreciation (depreciation) on: |
||||||||||||
Debt securities | 15,864,850 | 9,196,912 | 25,300,586 | |||||||||
Equity securities | (1,724,319 | ) | (1,142,038 | ) | (7,485,064 | ) | ||||||
CLO fund securities managed by affiliate | (4,506,289 | ) | 3,079,974 | 12,986,453 | ||||||||
CLO fund securities managed by non-affiliates | 957,680 | 894,877 | (473,907 | ) | ||||||||
Affiliate asset manager investments | (484,973 | ) | (20,352,537 | ) | 1,526,668 | |||||||
Net realized and unrealized appreciation (depreciation) on investments | (8,369,659 | ) | (26,185,796 | ) | 16,072,615 | |||||||
Net Increase (Decrease) In Stockholders Equity Resulting From Operations | $ | 7,649,544 | $ | (14,288,677) | $ | 34,403,270 | ||||||
Net Increase (Decrease) in Stockholders' Equity Resulting from Operations per Common Share: |
||||||||||||
Basic: | $ | 0.33 | $ | (0.64 | ) | $ | 1.56 | |||||
Diluted: | $ | 0.33 | $ | (0.64 | ) | $ | 1.56 | |||||
Net Investment Income Per Common Share: |
||||||||||||
Basic: | $ | 0.70 | $ | 0.53 | $ | 0.83 | ||||||
Diluted: | $ | 0.70 | $ | 0.53 | $ | 0.83 | ||||||
Weighted Average Shares of Common Stock Outstanding Basic | 22,868,648 | 22,283,088 | 22,105,800 | |||||||||
Weighted Average Shares of Common Stock Outstanding Diluted | 22,880,674 | 22,283,088 | 22,105,800 |
See accompanying notes to financial statements.
F-5
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Operations: |
||||||||||||
Net investment income | $ | 16,019,203 | $ | 11,897,119 | $ | 18,330,655 | ||||||
Net realized gain loss from investment transactions | (18,476,608 | ) | (17,862,984 | ) | (15,782,121 | ) | ||||||
Net change in unrealized gain (loss) on investments | 10,106,949 | (8,322,812 | ) | 31,854,736 | ||||||||
Net increase (decrease) in net assets resulting from operations | 7,649,544 | (14,288,677 | ) | 34,403,270 | ||||||||
Shareholder distributions: |
||||||||||||
Dividends from net investment income to common stockholders | (15,802,712 | ) | (11,897,119 | ) | (18,330,654 | ) | ||||||
Dividends from net investment income to restricted stockholders | (26,373 | ) | (55,404 | ) | (125,053 | ) | ||||||
Common Stock Dividends in excess of net investment income | | (3,269,688 | ) | (1,747,018 | ) | |||||||
Net decrease in net assets resulting from stockholder distributions | (15,829,085 | ) | (15,222,211 | ) | (20,202,725 | ) | ||||||
Capital share transactions: |
||||||||||||
Issuance of common stock for: |
||||||||||||
Dividend reinvestment plan | 1,006,205 | 1,621,074 | 2,218,818 | |||||||||
Vesting of restricted stock | 961 | 647 | 1,223 | |||||||||
Stock based compensation | 772,650 | 919,111 | 909,119 | |||||||||
Net increase in net assets resulting from capital share transactions | 1,779,816 | 2,540,832 | 3,129,160 | |||||||||
Net assets at beginning of period | 186,925,667 | 213,895,723 | 196,566,018 | |||||||||
Net assets at end of period (including accumulated undistributed net investment income of $1,008,783, $818,664, and $1,326,380 in 2011, 2010, and 2009, respectively. | $ | 180,525,942 | $ | 186,925,667 | $ | 213,895,723 | ||||||
Net asset value per common share | $ | 7.85 | $ | 8.21 | $ | 9.56 | ||||||
Common shares outstanding at end of period | 22,992,211 | 22,767,130 | 22,363,281 |
See accompanying notes to financial statements.
F-6
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
OPERATING ACTIVITIES: |
||||||||||||
Net increase (decrease) in stockholders equity resulting from operations | $ | 7,649,544 | $ | (14,288,677 | ) | $ | 34,403,270 | |||||
Adjustments to reconcile net increase (decrease) in stockholders equity resulting from operations to net cash provided by operations: |
||||||||||||
Net realized losses on investment transactions | 18,476,608 | 17,862,984 | 15,782,121 | |||||||||
Net change in unrealized (appreciation) depreciation on investments | (10,106,949 | ) | 8,322,812 | (31,854,736 | ) | |||||||
Net accretion of discount on securities and loans | (235,789 | ) | (466,826 | ) | (1,706,928 | ) | ||||||
Amortization of debt issuance cost | 22,908 | 595,614 | 824,695 | |||||||||
Amortization of convertible notes offering cost | 375,597 | | | |||||||||
Purchases of investments | (115,976,563 | ) | (12,018,942 | ) | (13,581,354 | ) | ||||||
Capital contribution to (from) affiliate asset manager | 194,027 | (3,780,817 | ) | (3,600,016 | ) | |||||||
Payment-in-kind interest income | (469,329 | ) | (820,262 | ) | (3,801 | ) | ||||||
Proceeds from sale and redemption of investments | 67,194,142 | 204,092,344 | 81,459,787 | |||||||||
Stock based compensation expense | 772,650 | 919,112 | 909,121 | |||||||||
Changes in operating assets and liabilities: |
||||||||||||
Decrease in interest and dividends receivable | 25,219 | 1,261,916 | 332,567 | |||||||||
Increase in accounts receivable | (8,135 | ) | | | ||||||||
(Increase) Decrease in other assets | (72,137 | ) | (286,473 | ) | 251,550 | |||||||
(Increase) Decrease in due from affiliates | (3,517 | ) | 44,274 | 346,315 | ||||||||
Increase (decrease) in accounts payable and accrued expenses | 1,189,915 | (1,570,996 | ) | (6,661 | ) | |||||||
Net cash provided by (used in) operating activities | (30,971,809 | ) | 199,866,063 | 83,555,930 | ||||||||
FINANCING ACTIVITIES: |
||||||||||||
Issuance of stock (net of offering costs) | | 647 | 1,223 | |||||||||
Dividends paid in cash | (14,554,554 | ) | (14,200,702 | ) | (19,451,339 | ) | ||||||
Cash paid on repayment of debt | (86,746,582 | ) | (131,303,781 | ) | (43,640,786 | ) | ||||||
Convertible notes offering costs | (2,370,454 | ) | | | ||||||||
Issuance of Convertible Senior Notes | 60,000,000 | | | |||||||||
(Increase) Decrease in restricted cash | 67,023,170 | (48,327,147 | ) | (16,576,032 | ) | |||||||
Net cash provided by (used in) financing activities | 23,351,580 | (193,830,983 | ) | (79,666,934 | ) | |||||||
CHANGE IN CASH | (7,620,229 | ) | 6,035,080 | 3,888,996 | ||||||||
CASH, BEGINNING OF YEAR | 10,175,488 | 4,140,408 | 251,412 | |||||||||
CASH, END OF YEAR | $ | 2,555,259 | $ | 10,175,488 | $ | 4,140,408 | ||||||
Supplemental Information: |
||||||||||||
Interest paid during the year | $ | 2,745,968 | $ | 7,195,181 | $ | 8,297,586 | ||||||
Non-cash dividends paid during the year under the dividend reinvestment plan | $ | 1,007,164 | $ | 1,621,074 | $ | 2,218,818 |
See accompanying notes to financial statements.
F-7
Portfolio Company/Principal Business | Investment Interest Rate(1)/Maturity |
Principal | Cost | Value(2) | ||||||||||||
Advanced Lighting Technologies, Inc. Home and Office Furnishings, Housewares, and Durable Consumer Products |
Senior Secured Loan Revolving Loan .5% Cash, Due 6/13 |
$ | | $ | | $ | | |||||||||
Advanced Lighting Technologies, Inc. Home and Office Furnishings, Housewares, and Durable Consumer Products |
Junior Secured Loan Second Lien Term Loan Note 6.3% Cash, Due 6/14 |
5,000,000 | 4,997,622 | 4,965,000 | ||||||||||||
Alaska Communications Systems Holdings, Inc. Telecommunications |
Senior Secured Loan Term Loan 5.5% Cash, Due 10/16 |
2,970,000 | 2,986,151 | 2,776,950 | ||||||||||||
Avis Budget Car Rental, LLC Personal Transportation |
Senior Secured Loan Extended Term Loan 5.8% Cash, Due 4/14 |
2,974,338 | 2,993,092 | 2,983,648 | ||||||||||||
Bankruptcy Management Solutions, Inc. Diversified/Conglomerate Service |
Junior Secured Loan Loan (Second Lien) 1.4% Cash, 7.0% PIK, Due 8/15 |
1,291,447 | 1,217,438 | 39,822 | ||||||||||||
Bankruptcy Management Solutions, Inc. Diversified/Conglomerate Service |
Senior Secured Loan Term Loan B 6.5% Cash, 1.0% PIK, Due 8/14 |
1,442,478 | 1,434,611 | 331,777 | ||||||||||||
Bicent Power LLC Utilities |
Junior Secured Loan Advance (Second Lien) 4.6% Cash, Due 12/14 |
4,000,000 | 4,000,000 | 137,500 | ||||||||||||
Burger King Corporation Personal, Food and Miscellaneous Services |
Senior Secured Loan Tranche B Term Loan 4.5% Cash, Due 10/16 |
2,872,500 | 2,872,500 | 2,827,359 | ||||||||||||
Caribe Media Inc. (fka Caribe Information Investments Incorporated) Printing and Publishing |
Senior Secured Loan Loan 10.0% Cash, Due 11/14 |
684,774 | 684,774 | 684,774 | ||||||||||||
CoActive Technologies LLC (fka CoActive Technologies, Inc.) Machinery (Non-Agriculture, Non-Construction, Non-Electronic) |
Junior Secured Loan Term Loan (Second Lien) 7.3% Cash, Due 1/15 |
2,000,000 | 1,983,174 | 1,552,200 | ||||||||||||
Del Monte Foods Company Beverage, Food and Tobacco |
Senior Secured Loan Initial Term Loan 4.5% Cash, Due 3/18 |
2,985,000 | 2,991,687 | 2,843,212 | ||||||||||||
eInstruction Corporation Healthcare, Education and Childcare |
Junior Secured Loan Term Loan (Second Lien) 11.5% Cash, Due 7/14 |
10,000,000 | 10,000,000 | 9,489,000 | ||||||||||||
Freescale Semiconductor, Inc. Electronics |
Senior Subordinated Bond 10.125% 12/2016 35687MAP2 10.3% Cash, Due 12/16 |
3,000,000 | 3,007,007 | 3,135,000 | ||||||||||||
Ginn LA Conduit Lender, Inc.(8) Buildings and Real Estate(4) |
Senior Secured Loan First Lien Tranche A Credit-Linked Deposit 7.8% Cash, Due 6/11 |
1,257,143 | 1,224,101 | 91,142 | ||||||||||||
Ginn LA Conduit Lender, Inc.(8) Buildings and Real Estate(4) |
Senior Secured Loan First Lien Tranche B Term Loan 7.8% Cash, Due 6/11 |
2,694,857 | 2,624,028 | 195,377 | ||||||||||||
Ginn LA Conduit Lender, Inc.(8) Buildings and Real Estate(4) |
Junior Secured Loan Loan (Second Lien) 11.8% Cash, Due 6/12 |
3,000,000 | 2,715,997 | 15,000 |
F-8
Portfolio Company/Principal Business | Investment Interest Rate(1)/Maturity |
Principal | Cost | Value(2) | ||||||||||||
HMSC Corporation (aka Swett and Crawford) Insurance |
Junior Secured Loan Loan (Second Lien) 5.8% Cash, Due 10/14 |
$ | 5,000,000 | $ | 4,919,522 | $ | 3,753,000 | |||||||||
Hunter Defense Technologies, Inc. Aerospace and Defense |
Junior Secured Loan Term Loan (Second Lien) 7.3% Cash, Due 2/15 |
5,000,000 | 4,916,872 | 5,000,000 | ||||||||||||
Hunter Fan Company Home and Office Furnishings, Housewares, and Durable Consumer Products |
Junior Secured Loan Loan (Second Lien) 7.0% Cash, Due 10/14 |
3,000,000 | 3,000,000 | 2,724,300 | ||||||||||||
International Architectural Products, Inc.(8) Mining, Steel, Iron and Non-Precious Metals |
Senior Secured Loan Term Loan 12.0% Cash, 3.3% PIK, Due 5/15 |
530,803 | 504,240 | 437,913 | ||||||||||||
Jones Stephens Corp. Home and Office Furnishings, Housewares, and Durable Consumer Products |
Senior Secured Loan Term Loan 7.0% Cash, Due 9/15 |
4,889,912 | 4,889,912 | 4,889,912 | ||||||||||||
Kaseman Holdings and Sallyport Holdings Aerospace and Defense |
Mezzanine Investment Mezzanine Notes 14.5% Cash, Due 6/17 |
11,250,597 | 10,931,428 | 11,588,115 | ||||||||||||
KIK Custom Products Inc. Personal and Non Durable Consumer Products (Mfg. Only) |
Junior Secured Loan Loan (Second Lien) 5.3% Cash, Due 12/14 |
5,000,000 | 5,000,000 | 3,250,000 | ||||||||||||
LBREP/L-Suncal Master I LLC(8) Buildings and Real Estate(4) |
Senior Secured Loan Term Loan (First Lien) 7.5% Cash, Due 1/10 |
3,401,921 | 3,401,921 | 359,923 | ||||||||||||
Legacy Cabinets, Inc. Home and Office Furnishings, Housewares, and Durable Consumer Products |
Senior Secured Loan Term Loan 1.0% Cash, 6.3% PIK, Due 5/14 |
492,944 | 463,380 | 253,817 | ||||||||||||
Merisant Company Beverage, Food and Tobacco |
Senior Secured Loan Loan 7.5% Cash, Due 1/14 |
5,049,291 | 5,030,584 | 5,043,232 | ||||||||||||
Metropolitan Health Networks, Inc. Healthcare, Education and Childcare |
Junior Secured Loan Term Loan (Second Lien) 13.5% Cash, Due 10/17 |
5,000,000 | 4,903,929 | 5,000,000 | ||||||||||||
Michael Foods Group, Inc. (f/k/a M-Foods Holdings, Inc.) Beverage, Food and Tobacco |
Senior Secured Loan Term B Facility 4.3% Cash, Due 2/18 |
1,925,767 | 1,870,004 | 1,910,120 | ||||||||||||
Neiman Marcus Group Inc., The Retail Stores |
Senior Secured Loan Term Loan 4.8% Cash, Due 5/18 |
2,000,000 | 1,885,086 | 1,932,500 | ||||||||||||
Pegasus Solutions, Inc. Leisure, Amusement, Motion Pictures, Entertainment |
Senior Subordinated Bond Senior Subordinated Second Lien PIK Notes 13.0% Cash, Due 4/14 |
1,490,892 | 1,490,892 | 1,490,892 | ||||||||||||
Perseus Holding Corp.(6) Leisure, Amusement, Motion Pictures, Entertainment |
Preferred Stock Preferred Stock 14.0% PIK |
400,000 | 400,000 | 400,000 | ||||||||||||
Potters Holdings, II, L.P. Diversified/Conglomerate Manufacturing |
Junior Secured Loan Term B Loan (Second Lien) 10.3% Cash, Due 11/17 |
7,000,000 | 6,905,447 | 7,000,000 | ||||||||||||
Trinseo Materials Operating S.C.A. (fka Styron S.A.R.L)(3) Chemicals, Plastics and Rubber |
Senior Secured Loan Term Loan 6.0% Cash, Due 8/17 |
1,989,950 | 1,824,534 | 1,728,779 | ||||||||||||
TriZetto Group, Inc. (TZ Merger Sub, Inc.) Electronics |
Senior Secured Loan Term Loan 4.8% Cash, Due 5/18 |
1,979,757 | 1,898,410 | 1,950,554 | ||||||||||||
TUI University, LLC Healthcare, Education and Childcare |
Senior Secured Loan Term Loan (First Lien) 3.5% Cash, Due 10/14 |
3,040,242 | 2,978,384 | 2,626,161 |
F-9
Portfolio Company/Principal Business | Investment Interest Rate(1)/Maturity |
Principal | Cost | Value(2) | ||||||||||||
Twin-Star International, Inc. Home and Office Furnishings, Housewares, and Durable Consumer Products |
Senior Subordinated Bond Senior Subordinated Note 13.0% Cash, Due 4/14 |
$ | 5,500,000 | $ | 5,500,000 | $ | 5,500,000 | |||||||||
Univar Inc. Chemicals, Plastics and Rubber |
Senior Secured Loan Term B Loan 5.0% Cash, Due 6/17 |
2,984,925 | 2,984,925 | 2,886,049 | ||||||||||||
Vantiv, LLC (fka Fifth Third Processing Solutions, LLC) Electronics |
Senior Secured Loan Term B-1 Loan (First Lien) 4.5% Cash, Due 11/16 |
1,989,975 | 1,992,299 | 1,988,482 | ||||||||||||
Vertafore, Inc. Electronics |
Senior Secured Loan Term Loan (First Lien) 5.3% Cash, Due 7/16 |
1,989,956 | 1,933,723 | 1,952,147 | ||||||||||||
Walker Group Holdings LLC Cargo Transport |
Junior Secured Loan Term Loan B 13.3% Cash, Due 12/13 |
416,737 | 416,737 | 416,737 | ||||||||||||
Walker Group Holdings LLC Cargo Transport |
Junior Secured Loan Term Loan B 13.3% Cash, Due 12/13 |
3,957,614 | 3,957,614 | 3,957,614 | ||||||||||||
Warner Chilcott Company, LLC Healthcare, Education and Childcare |
Senior Secured Loan Term B-2 Loan 4.3% Cash, Due 3/18 |
454,851 | 455,921 | 449,450 | ||||||||||||
Warner Chilcott Corporation Healthcare, Education and Childcare |
Senior Secured Loan Term B-1 Loan 4.3% Cash, Due 3/18 |
909,703 | 911,841 | 898,900 | ||||||||||||
WC Luxco S.A.R.L. (Warner Chilcott)(3) Healthcare, Education and Childcare |
Senior Secured Loan Term B-3 Loan 4.3% Cash, Due 3/18 |
625,421 | 626,891 | 617,994 | ||||||||||||
Wesco Aircraft Hardware Corp. Aerospace and Defense |
Senior Secured Loan Tranche B Term Loan 4.3% Cash, Due 4/17 |
2,590,244 | 2,584,560 | 2,599,154 | ||||||||||||
Total Investment in Debt Securities (64% of net asset value at fair value) |
$ | 136,034,039 | $ | 134,311,238 | $ | 114,673,506 |
Portfolio Company/Principal Business | Investment | Percentage Interest/Shares | Cost | Value(2) | ||||||||||||
Aerostructures Holdings L.P.(6) Aerospace and Defense |
Partnership Interests | 1.2 | % | $ | 1,000,000 | $ | 1,000 | |||||||||
Aerostructures Holdings L.P.(6) Aerospace and Defense |
Series A Preferred Interests | 1.2 | % | 250,961 | 250,961 | |||||||||||
Bankruptcy Management Solutions, Inc.(6) Diversified/Conglomerate Service |
Common Stock | 1.2 | % | 218,592 | 1,005 | |||||||||||
Bankruptcy Management Solutions, Inc.(6) Diversified/Conglomerate Service |
Warrants | 0.1 | % | | | |||||||||||
Coastal Concrete Holding II, LLC(6) Buildings and Real Estate(4) |
Class A Units | 10.8 | % | 8,625,626 | 1,000 | |||||||||||
eInstruction Acquisition, LLC(6) Healthcare, Education and Childcare |
Membership Units | 1.1 | % | 1,079,617 | 442,319 | |||||||||||
FP WRCA Coinvestment Fund VII, Ltd.(3),(6) Machinery (Non-Agriculture, Non-Construction, Non-Electronic) |
Class A Shares | 1,500 | $ | 1,500,000 | 2,339,700 | |||||||||||
International Architectural Products, Inc.(6) Mining, Steel, Iron and Non-Precious Metals |
Common | 2.5 | % | 292,851 | 1,000 | |||||||||||
Legacy Cabinets, Inc.(6) Home and Office Furnishings, Housewares, and Durable Consumer Products |
Equity | 4.0 | % | 115,580 | 1,000 |
F-10
Portfolio Company/Principal Business | Investment | Percentage Interest/Shares | Cost | Value(2) | ||||||||||||
Perseus Holding Corp.(6) Leisure, Amusement, Motion Pictures, Entertainment |
Common | 0.2 | % | $ | 400,000 | $ | 193,120 | |||||||||
Plumbing Holdings Corporation(6) Home and Office Furnishings, Housewares, and Durable Consumer Products |
Common | 7.8 | % | | | |||||||||||
Plumbing Holdings Corporation(6) Home and Office Furnishings, Housewares, and Durable Consumer Products |
Preferred Stock | 9.0 | % | 2,716,618 | 2,270,821 | |||||||||||
Caribe Media Inc. (fka Caribe Information Investments Incorporated)(6) | Common | 1.3 | % | 359,765 | 538,969 | |||||||||||
Total Investment in Equity Securities (3% of net asset value at fair value) |
$ | 16,559,610 | $ | 6,040,895 |
Portfolio Company | Investment | Percentage Interest | Cost | Value(2) | ||||||||||||
Grant Grove CLO, Ltd.(3),(10) | Subordinated Securities | 22.2 | % | $ | 4,724,303 | $ | 2,730,000 | |||||||||
Katonah III, Ltd.(3),(10) | Preferred Shares | 23.1 | % | 4,500,000 | 1,000 | |||||||||||
Katonah V, Ltd.(3),(10),(11) | Preferred Shares | 26.7 | % | 3,320,000 | 1,000 | |||||||||||
Katonah VII CLO Ltd.(3),(7),(10) | Subordinated Securities | 16.4 | % | 4,500,000 | 2,210,000 | |||||||||||
Katonah VIII CLO Ltd(3),(7),(10) | Subordinated Securities | 10.3 | % | 3,400,000 | 1,800,000 | |||||||||||
Katonah IX CLO Ltd(3),(7),(10) | Preferred Shares | 6.9 | % | 2,000,000 | 1,240,000 | |||||||||||
Katonah X CLO Ltd(3),(7),(10) | Subordinated Securities | 33.3 | % | 11,631,226 | 8,320,000 | |||||||||||
Katonah 2007-I CLO Ltd.(3),(7),(10) | Preferred Shares | 100.0 | % | 30,027,384 | 23,540,000 | |||||||||||
Total Investment in CLO Equity Securities | $ | 64,102,913 | $ | 39,842,000 |
Portfolio Company | Investment | Percentage Interest | Cost | Value(2) | ||||||||||||
Katonah 2007-I CLO Ltd.(3),(7),(10) | Class B-2L Notes Par Value of $10,500,000 100.0%, Due 4/22 |
100.0 | % | $ | 1,106,896 | $ | 6,570,000 | |||||||||
Total Investment in CLO Rated-Note | $ | 1,106,896 | $ | 6,570,000 | ||||||||||||
Total Investment in CLO Fund Securities (26% of net asset value at fair value) | $ | 65,209,809 | $ | 46,412,000 |
Portfolio Company/Principal Business | Investment | Percentage Interest | Cost | Value(2) | ||||||||||||
Katonah Debt Advisors | Asset Management Company |
100.0 | % | $ | 44,338,301 | $ | 40,814,000 | |||||||||
Total Investment in Asset Manager Affiliate (23% of net asset value at fair value) | $ | 44,338,301 | $ | 40,814,000 |
F-11
Time Deposits and Money Market Account | Investment | Yield | Par/Cost | Value(2) | ||||||||||||
JP Morgan Asset Account | Time Deposit | 0.0 | % | $ | 229,152 | $ | 229,152 | |||||||||
JP Morgan Business Money Market Account(9) | Money Market Account | 0.2 | % | 164,573 | 164,573 | |||||||||||
US Bank Money Market Account | Money Market Account | 0.4 | % | 31,457,561 | 31,457,561 | |||||||||||
Total Investment in Time Deposit and Money Market Accounts (18% of net asset value at fair value) |
$ | 31,851,286 | $ | 31,851,286 | ||||||||||||
Total Investments(5) (133% of net asset value at fair value) |
$ | 292,270,244 | $ | 239,791,687 |
(1) | A majority of the variable rate loans to the Companys portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2011. |
(2) | Reflects the fair market value of all existing investments as of December 31, 2011, as determined by the Companys Board of Directors. |
(3) | Non-U.S. company or principal place of business outside the U.S. |
(4) | Buildings and real estate relate to real estate ownership, builders, managers and developers and excludes mortgage debt investments and mortgage lenders or originators. As of December 31, 2011, the Company had no exposure to mortgage securities (residential mortgage bonds, commercial mortgage backed securities, or related asset backed securities), companies providing mortgage lending or emerging markets investments either directly or through the Companys investments in CLO funds. |
(5) | The aggregate cost of investments for federal income tax purposes is approximately $292 million. The aggregate gross unrealized appreciation is approximately $8 million, the aggregate gross unrealized depreciation is approximately $60 million, and the net unrealized depreciation is approximately $52 million. |
(6) | Non-income producing. |
(7) | An affiliate CLO Fund managed by Katonah Debt Advisors, L.L.C. or its affiliate. |
(8) | Loan or debt security is on non-accrual status and therefore is considered non-income producing. |
(9) | Money market account holding restricted cash for employee flexible spending accounts. |
(10) | These securities were acquired in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), pursuant to Rule 144A thereunder. These securities may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers. |
(11) | As of December 31, 2011, this CLO Fund Security was not providing a dividend distribution. |
F-12
Portfolio Company/Principal Business | Investment Interest Rate(1)/Maturity |
Principal | Cost | Value(2) | ||||||||||||
Advanced Lighting Technologies, Inc. Home and Office Furnishings, Housewares, and Durable Consumer Products |
Senior Secured Loan Revolving Loan 3.7% Cash, Due 6/13 |
$ | 1,080,000 | $ | 1,075,943 | $ | 979,452 | |||||||||
Advanced Lighting Technologies, Inc.(6) Home and Office Furnishings, Housewares, and Durable Consumer Products |
Junior Secured Loan Second Lien Term Loan Note 6.3% Cash, Due 6/14 |
5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||
Awesome Acquisition Company (CiCi's Pizza)(6) Personal, Food and Miscellaneous Services |
Junior Secured Loan Term Loan (Second Lien) 5.3% Cash, Due 6/14 |
4,000,000 | 3,985,854 | 3,840,000 | ||||||||||||
Bankruptcy Management Solutions, Inc.(6) Diversified/Conglomerate Service |
Junior Secured Loan Second Lien Facility 1.3% Cash, 7.0% PIK, Due 8/15 |
1,217,438 | 1,217,438 | 95,368 | ||||||||||||
Bankruptcy Management Solutions, Inc.(6) Diversified/Conglomerate Service | Senior Secured Loan Term Loan B 7.5% Cash, Due 8/14 |
1,438,720 | 1,448,006 | 719,360 | ||||||||||||
Bicent Power LLC(6) Utilities |
Junior Secured Loan Advance (Second Lien) 4.3% Cash, Due 12/14 |
4,000,000 | 4,000,000 | 2,367,600 | ||||||||||||
BP Metals, LLC (fka Constellation Enterprises)(6) Mining, Steel, Iron and Non-Precious Metals |
Senior Secured Loan Term Loan 12.0% Cash, Due 6/13 |
3,982,143 | 3,982,143 | 4,002,054 | ||||||||||||
Caribe Information Investments Incorporated(6) Printing and Publishing |
Senior Secured Loan Term Loan 2.5% Cash, Due 3/13 |
1,611,045 | 1,608,021 | 1,273,692 | ||||||||||||
Charlie Acquisition Corp.(9) Personal, Food and Miscellaneous Services |
Mezzanine Investment Senior Subordinated Notes 17.5% Cash, Due 6/13 |
14,261,996 | 10,744,496 | 250,000 | ||||||||||||
CoActive Technologies LLC (fka CoActive Technologies, Inc.)(6) Machinery (Non-Agriculture, Non-Construction, Non-Electronic) |
Junior Secured Loan Term Loan (Second Lien) 7.1% Cash, Due 1/15 |
2,000,000 | 1,977,696 | 1,464,600 | ||||||||||||
eInstruction Corporation(6) Healthcare, Education and Childcare |
Junior Secured Loan Term Loan (Second Lien) 7.8% Cash, Due 7/14 |
10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
Freescale Semiconductor, Inc. Electronics |
Senior Subordinated Bond 10.125% 12/2016 35687MAP2 10.1% Cash, Due 12/16 |
3,000,000 | 3,006,137 | 3,176,250 | ||||||||||||
Ginn LA Conduit Lender, Inc.(9) Buildings and Real Estate(4) |
Senior Secured Loan First Lien Tranche A Credit-Linked Deposit 7.8% Cash, Due 6/11 |
1,257,143 | 1,224,101 | 72,286 | ||||||||||||
Ginn LA Conduit Lender, Inc.(9) Buildings and Real Estate(4) |
Senior Secured Loan First Lien Tranche B Term Loan 7.8% Cash, Due 6/11 |
2,694,857 | 2,624,028 | 154,954 | ||||||||||||
Ginn LA Conduit Lender, Inc.(9) Buildings and Real Estate(4) |
Junior Secured Loan Loan (Second Lien) 11.8% Cash, Due 6/12 |
3,000,000 | 2,715,997 | 15,000 | ||||||||||||
HMSC Corporation (aka Swett and Crawford)(6) Insurance |
Junior Secured Loan Loan (Second Lien) 5.8% Cash, Due 10/14 |
5,000,000 | 4,890,322 | 4,049,000 |
F-13
Portfolio Company/Principal Business | Investment Interest Rate(1)/Maturity |
Principal | Cost | Value(2) | ||||||||||||
Hunter Fan Company(6) Home and Office Furnishings, Housewares, and Durable Consumer Products |
Junior Secured Loan Loan (Second Lien) 7.0% Cash, Due 10/14 |
$ | 3,000,000 | $ | 3,000,000 | $ | 2,682,900 | |||||||||
International Architectural Products, Inc.(6),(9) Mining, Steel, Iron and Non-Precious Metals |
Senior Secured Loan Term Loan 8.8% Cash, 3.3% PIK, Due 5/15 |
967,622 | 948,809 | 929,498 | ||||||||||||
Intrapac Corporation/Corona Holdco(6) Containers, Packaging and Glass |
Junior Secured Loan Term Loans (Second Lien) 7.8% Cash, Due 5/13 |
3,000,000 | 3,009,682 | 3,000,000 | ||||||||||||
Jones Stephens Corp.(6),(9) Buildings and Real Estate(4) |
Senior Secured Loan Term Loan (2006) 7.8% Cash, Due 9/12 |
9,541,180 | 9,527,522 | 6,364,921 | ||||||||||||
KIK Custom Products Inc.(6) Personal and Non Durable Consumer Products (Mfg. Only) |
Junior Secured Loan Loan (Second Lien) 5.3% Cash, Due 12/14 |
5,000,000 | 5,000,000 | 3,435,000 | ||||||||||||
LBREP/L-Suncal Master I LLC(9) Buildings and Real Estate(4) |
Junior Secured Loan Term Loan (Third Lien) 15.0% Cash, Due 2/12 |
2,332,868 | 2,332,868 | 933 | ||||||||||||
LBREP/L-Suncal Master I LLC(6),(9) Buildings and Real Estate(4) |
Senior Secured Loan Term Loan (First Lien) 7.5% Cash, Due 1/10 |
3,875,156 | 3,875,156 | 58,127 | ||||||||||||
LBREP/L-Suncal Master I LLC(6),(9) Buildings and Real Estate(4) |
Junior Secured Loan Term Loan (Second Lien) 9.5% Cash, Due 1/11 |
2,000,000 | 1,920,211 | 7,600 | ||||||||||||
Legacy Cabinets, Inc.(6) Home and Office Furnishings, Housewares, and Durable Consumer Products |
Senior Secured Loan Term Loan 7.3% Cash, Due 5/14 |
463,380 | 463,380 | 92,676 | ||||||||||||
MCCI Group Holdings, LLC(6) Healthcare, Education and Childcare |
Junior Secured Loan Term Loan (Second Lien) 7.5% Cash, Due 6/13 |
1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||
Pegasus Solutions, Inc.(12) Leisure, Amusement, Motion Pictures, Entertainment |
Senior Subordinated Bond Senior Subordinated Second Lien PIK Notes 13.0% Cash, Due 4/14 |
1,314,459 | 1,314,459 | 1,314,459 | ||||||||||||
Perseus Holding Corp.(7) Leisure, Amusement, Motion Pictures, Entertainment |
Preferred Stock Preferred Stock 14.0% Cash |
400,000 | 400,000 | 356,960 | ||||||||||||
QA Direct Holdings, LLC(6) Printing and Publishing |
Senior Secured Loan Term Loan 8.3% Cash, Due 8/14 |
4,396,024 | 4,372,508 | 4,396,024 | ||||||||||||
Resco Products, Inc. Mining, Steel, Iron and Non-Precious Metals |
Junior Secured Loan Term Loan (Second Lien) 12.0% Cash, 8.0% PIK, Due 6/14 |
2,078,079 | 2,078,079 | 2,078,079 | ||||||||||||
Resco Products, Inc.(6) Mining, Steel, Iron and Non-Precious Metals |
Junior Secured Loan Term Loan (Second Lien) 12.0% Cash, 8.0% PIK, Due 6/14 |
7,193,458 | 7,079,981 | 7,193,458 | ||||||||||||
Specialized Technology Resources, Inc.(6) Diversified/Conglomerate Service |
Junior Secured Loan Loan (Second Lien) 7.3% Cash, Due 12/14 |
7,500,000 | 7,500,000 | 7,500,000 | ||||||||||||
TUI University, LLC(6) Healthcare, Education and Childcare |
Senior Secured Loan Term Loan (First Lien) 3.3% Cash, Due 10/14 |
3,119,818 | 3,033,934 | 2,958,212 | ||||||||||||
Walker Group Holdings LLC Cargo Transport |
Junior Secured Loan Term Loan B 13.3% Cash, Due 12/13 |
470,643 | 470,643 | 470,643 | ||||||||||||
Walker Group Holdings LLC(6) Cargo Transport |
Junior Secured Loan Term Loan B 13.3% Cash, Due 12/13 |
4,469,539 | 4,469,539 | 4,469,539 |
F-14
Portfolio Company/Principal Business | Investment Interest Rate(1)/Maturity |
Principal | Cost | Value(2) | ||||||||||||
Wesco Aircraft Hardware Corp. Aerospace and Defense |
Junior Secured Loan Loan (Second Lien) 6.0% Cash, Due 3/14 |
$ | 1,720,000 | $ | 1,679,298 | $ | 1,720,000 | |||||||||
Wesco Aircraft Hardware Corp.(6) Aerospace and Defense |
Junior Secured Loan Loan (Second Lien) 6.0% Cash, Due 3/14 |
3,554,283 | 3,569,258 | 3,554,283 | ||||||||||||
Total Investment in Debt Securities (49% of net asset value at fair value) |
$ | 130,939,851 | $ | 126,545,510 | $ | 91,042,928 |
Portfolio Company/Principal Business | Investment | Percentage Interest/Shares | Cost | Value(2) | ||||||||||||
Aerostructures Holdings L.P.(7) Aerospace and Defense |
Partnership Interests | 1.2 | % | $ | 1,000,000 | $ | 88,600 | |||||||||
Aerostructures Holdings L.P.(7) Aerospace and Defense |
Series A Preferred Interests | 1.2 | % | 250,961 | 250,961 | |||||||||||
Bankruptcy Management Solutions, Inc.(6),(7) Diversified/Conglomerate Service |
Warrants | 0.1 | % | | | |||||||||||
Coastal Concrete Holding II, LLC(7) Buildings and Real Estate(4) |
Class A Units | 10.8 | % | 8,625,626 | 250,143 | |||||||||||
eInstruction Acquisition, LLC(7) Healthcare, Education and Childcare |
Membership Units | 1.1 | % | 1,079,617 | 1,079,724 | |||||||||||
FP WRCA Coinvestment Fund VII, Ltd.(3),(7) Machinery (Non-Agriculture, Non-Construction, Non-Electronic) |
Class A Shares | 1,500 | 1,500,000 | 2,400,000 | ||||||||||||
International Architectural Products, Inc.(6),(7) Mining, Steel, Iron and Non-Precious Metals |
Common | 2.5 | % | 292,851 | 227,223 | |||||||||||
Legacy Cabinets, Inc.(6),(7) Home and Office Furnishings, Housewares, and Durable Consumer Products |
Equity | 4.0 | % | 115,580 | 49,422 | |||||||||||
Perseus Holding Corp.(7) Leisure, Amusement, Motion Pictures, Entertainment |
Common | 0.2 | % | 400,000 | 312,200 | |||||||||||
Bankruptcy Management Solutions, Inc.(6),(7) Diversified/Conglomerate Service |
Common Stock | 1.2 | % | 218,592 | 30,559 | |||||||||||
Total Investment in Equity Securities (3% of net asset value at fair value) |
$ | 13,483,227 | $ | 4,688,832 |
Portfolio Company | Investment | Percentage Interest | Cost | Value(2) | ||||||||||||
Grant Grove CLO, Ltd.(3),(12) | Subordinated Securities | 22.2 | % | $ | 4,720,982 | $ | 3,150,000 | |||||||||
Katonah III, Ltd.(3),(12) | Preferred Shares | 23.1 | % | 4,500,000 | 470,000 | |||||||||||
Katonah IV, Ltd.(3),(12) | Preferred Shares | 17.1 | % | 3,150,000 | 1,300,000 | |||||||||||
Katonah V, Ltd.(3),(12),(13) | Preferred Shares | 26.7 | % | 3,320,000 | 1,000 | |||||||||||
Katonah VII CLO Ltd.(3),(8),(12) | Subordinated Securities | 16.4 | % | 4,500,000 | 2,090,000 | |||||||||||
Katonah VIII CLO Ltd(3),(8),(12) | Subordinated Securities | 10.3 | % | 3,400,000 | 1,690,000 | |||||||||||
Katonah IX CLO Ltd(3),(8),(12) | Preferred Shares | 6.9 | % | 2,000,000 | 1,300,000 | |||||||||||
Katonah X CLO Ltd (3),(8),(12) | Subordinated Securities | 33.3 | % | 11,612,677 | 8,820,000 | |||||||||||
Katonah 2007-I CLO Ltd.(3),(8),(12) | Preferred Shares | 100.0 | % | 29,987,959 | 26,200,000 | |||||||||||
Total Investment in CLO Equity Securities | $ | 67,191,618 | $ | 45,021,000 |
F-15
Portfolio Company | Investment | Percentage Interest | Cost | Value(2) | ||||||||||||
Katonah 2007-I CLO Ltd.(3),(8),(12) | Class B-2L Notes Par Value of $44,674 5.2%, Due 1/00 |
100.0 | % | $ | 1,088,582 | $ | 8,010,000 | |||||||||
Total Investment in CLO Rated-Note | $ | 1,088,582 | $ | 8,010,000 | ||||||||||||
Total Investment in CLO Fund Securities (28% of net asset value at fair value) |
$ | 68,280,200 | $ | 53,031,000 |
Portfolio Company / Principal Business | Investment | Percentage Interest | Cost | Value(2) | ||||||||||||
Katonah Debt Advisors | Asset Management Company |
100.0 | % | $ | 44,532,329 | $ | 41,493,000 | |||||||||
Total Investment in Asset Manager Affiliate (22% of net asset value at fair value) |
$ | 44,532,329 | $ | 41,493,000 |
Time Deposits and Money Market Account | Investment | Yield | Par / Cost | Value(2) | ||||||||||||
JP Morgan Asset Account | Time Deposit | 0.03 | % | $ | 720,225 | $ | 720,225 | |||||||||
JP Morgan Business Money Market Account(11) | Money Market Account | 0.2 | % | 210,311 | 210,311 | |||||||||||
Total Investment in Time Deposit and Money Market Accounts (0% of net asset value at fair value) |
$ | 930,536 | $ | 930,536 | ||||||||||||
Total Investments(5) (102% of net asset value at fair value) |
$ | 253,771,802 | $ | 191,186,296 |
(1) | A majority of the variable rate loans to the Companys portfolio companies bear interest at a rate that may be determined by reference to either LIBOR or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically resets semi-annually, quarterly, or monthly. For each such loan, the Company has provided the weighted average annual stated interest rate in effect at December 31, 2010. |
(2) | Reflects the fair market value of all existing investments as of December 31, 2010, as determined by the Companys Board of Directors. |
(3) | Non-U.S. company or principal place of business outside the U.S. |
(4) | Buildings and real estate relate to real estate ownership, builders, managers and developers and excludes mortgage debt investments and mortgage lenders or originators. As of December 31, 2010, the Company had no exposure to mortgage securities (residential mortgage bonds, commercial mortgage backed securities, or related asset backed securities), companies providing mortgage lending or emerging markets investments either directly or through the Companys investments in CLO funds. |
(5) | The aggregate cost of investments for federal income tax purposes is approximately $254 million. The aggregate gross unrealized appreciation is approximately $8 million, the aggregate gross unrealized depreciation is approximately $71 million, and the net unrealized depreciation is approximately $63 million. |
(6) | Pledged as collateral for the secured revolving credit facility (see Note 6 to the financial statements). |
(7) | Non-income producing. |
(8) | An affiliate CLO Fund managed by Katonah Debt Advisors L.L.C. or its affiliate. |
(9) | Loan or debt security is on non-accrual status and therefore is considered non-income producing. |
(10) | Time deposit investment partially restricted under terms of the secured credit facility (see Note 6 to financial statements). |
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(11) | Money market account holding restricted cash for employee flexible spending accounts. |
(12) | These securities were acquired in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), pursuant to Rule 144A thereunder. These securities may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers. |
(13) | As of December 31, 2010, this CLO Fund securities were not providing a dividend distribution. |
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For the Year Ended December 31, | ||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||
Per Share Data: |
||||||||||||||||||||
Net asset value, at beginning of year | $ | 8.21 | $ | 9.56 | $ | 9.03 | $ | 14.38 | $ | 14.29 | ||||||||||
Net investment income(1) | 0.70 | 0.53 | 0.83 | 1.50 | 1.27 | |||||||||||||||
Net realized losses(1) | (0.81 | ) | (0.79 | ) | (0.71 | ) | (0.03 | ) | 0.01 | |||||||||||
Net change in unrealized appreciation/depreciation on investments(1) | 0.37 | (0.54 | ) | 1.19 | (6.80 | ) | 0.12 | |||||||||||||
Net income | 0.26 | (0.80 | ) | 1.31 | (5.33 | ) | 1.40 | |||||||||||||
Net decrease in net assets resulting from distributions |
||||||||||||||||||||
From net investment income | (0.69 | ) | (0.52 | ) | (0.84 | ) | (1.43 | ) | (1.36 | ) | ||||||||||
In excess of net investment income | | (0.14 | ) | (0.08 | ) | (0.01 | ) | (0.04 | ) | |||||||||||
Net decrease in net assets resulting from distributions | (0.69 | ) | (0.66 | ) | (0.92 | ) | (1.44 | ) | (1.40 | ) | ||||||||||
Net increase in net assets relating to stock-based transactions |
||||||||||||||||||||
Issuance of common stock (not including DRIP) | | | | 1.26 | | |||||||||||||||
Issuance of common stock under dividend reinvestment plan | 0.04 | 0.07 | 0.10 | 0.12 | 0.06 | |||||||||||||||
Stock based compensation expense | 0.03 | 0.04 | 0.04 | 0.04 | 0.03 | |||||||||||||||
Net increase in net assets relating to stock-based transactions | 0.07 | 0.11 | 0.14 | 1.42 | 0.09 | |||||||||||||||
Net asset value, end of year | $ | 7.85 | $ | 8.21 | $ | 9.56 | $ | 9.03 | $ | 14.38 | ||||||||||
Total net asset value return(2) | 4.0 | % | (7.1 | )% | 16.0 | % | (27.2 | )% | 10.4 | % | ||||||||||
Ratio/Supplemental Data: |
||||||||||||||||||||
Per share market value at beginning of year | $ | 6.97 | $ | 4.56 | $ | 3.64 | $ | 12.00 | $ | 17.30 | ||||||||||
Per share market value at end of year | $ | 6.31 | $ | 6.97 | $ | 4.56 | $ | 3.64 | $ | 12.00 | ||||||||||
Total market return(3) | 0.4 | % | 67.6 | % | 50.5 | % | (57.7 | )% | (22.5 | )% | ||||||||||
Shares outstanding at end of year | 22,992,211 | 22,767,130 | 22,363,281 | 21,771,186 | 18,017,699 | |||||||||||||||
Net assets at end of year | $ | 180,525,942 | $ | 186,925,667 | $ | 213,895,724 | $ | 196,566,018 | $ | 259,068,164 | ||||||||||
Portfolio turnover rate | 24.5 | % | 3.4 | % | 3.2 | % | 14.4 | % | 24.7 | % | ||||||||||
Average debt outstanding | $ | 53,974,098 | $ | 154,952,070 | $ | 236,184,703 | $ | 248,300,441 | $ | 105,616,438 | ||||||||||
Average debt outstanding per share | $ | 2.35 | $ | 6.81 | $ | 10.56 | $ | 11.41 | $ | 5.86 | ||||||||||
Asset coverage ratio | 401 | % | 315 | % | 198 | % | 175 | % | 202 | % | ||||||||||
Ratio of net investment income to average net assets | 8.1 | % | 5.8 | % | 8.7 | % | 12.0 | % | 8.6 | % | ||||||||||
Ratio of total expenses to average net assets | 6.0 | % | 8.5 | % | 7.4 | % | 7.2 | % | 5.9 | % | ||||||||||
Ratio of interest expense to average net assets | 2.3 | % | 3.4 | % | 4.4 | % | 4.3 | % | 2.7 | % | ||||||||||
Ratio of non-interest expenses to average net assets | 3.7 | % | 5.0 | % | 3.0 | % | 3.0 | % | 3.2 | % |
(1) | Based on weighted average number of common shares outstanding for the period. |
(2) | Total net asset value return (not annualized) equals the change in the net asset value per share over the beginning of period net asset value per share plus dividends, divided by the beginning net asset value per share. |
(3) | Total market return equals the change in the ending market price over the beginning of period price per share plus dividends, divided by the beginning price. |
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Kohlberg Capital Corporation (Kohlberg Capital or the Company) is an internally managed, non-diversified closed-end investment company that is regulated as a business development company (BDC) under the Investment Company Act of 1940. The Company originates, structures, and invests in senior secured term loans, mezzanine debt and selected equity securities primarily in privately-held middle market companies. The Company defines the middle market as comprising companies with earnings before interest, taxes, depreciation and amortization (EBITDA), of $10 million to $50 million and/or total debt of $25 million to $150 million. The Company was formed as a Delaware limited liability company on August 8, 2006 and, prior to the issuance of shares of the Companys common stock in its initial public offering (IPO), converted to a corporation incorporated in Delaware on December 11, 2006. Prior to its IPO, the Company did not have material operations. The Companys IPO of 14,462,000 shares of common stock raised net proceeds of approximately $200 million. Prior to the IPO, the Company issued 3,484,333 shares to affiliates of Kohlberg & Co., L.L.C. (Kohlberg & Co.), a leading middle market private equity firm, in exchange for the contribution to the Company of their ownership interests in Katonah Debt Advisors, L.L.C., and related affiliates controlled by the Company (collectively, Katonah Debt Advisors) and in securities issued by collateralized loan obligation funds (CLO Funds) managed by Katonah Debt Advisors and two other asset managers. As of December 31, 2011, Katonah Debt Advisors had approximately $1.9 billion of assets under management.
The Companys investment objective is to generate current income and capital appreciation from investments made in senior secured term loans, mezzanine debt and selected equity investments in privately-held middle market companies. The Company also expects to continue to receive distributions of recurring fee income and to generate capital appreciation from its investment in the asset management business of Katonah Debt Advisors. Katonah Debt Advisors manages CLO Funds which invest in broadly syndicated loans, high-yield bonds and other credit instruments. The Companys investment portfolio as well as the investment portfolios of the CLO Funds in which it has invested and the investment portfolios of the CLO Funds managed by Katonah Debt Advisors consist exclusively of credit instruments and other securities issued by corporations and do not include any asset-backed securities secured by commercial mortgages, residential mortgages or other consumer borrowings.
The Company has elected to be treated as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. As a RIC, the Company generally will not have to pay corporate-level taxes on any income that it distributes in a timely manner to its stockholders.
The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (GAAP).
The financial statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Companys results of operations and financial condition for the periods presented. Furthermore, the preparation of the financial statements requires management to make significant estimates and assumptions including the fair value of investments that do not have a readily available market value. Actual results could differ from those estimates, and the differences could be material. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for the full year.
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In accordance with Article 6 of Regulation S-X under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company does not consolidate portfolio company investments, including those in which it has a controlling interest (Katonah Debt Advisors, including related affiliates, is currently the only company in which the Company has a controlling interest). Effective January 1, 2010, Katonah Debt Advisors adopted guidance encompassed in Accounting Standards Codification Topic 810, Consolidation. Although the Company cannot consolidate portfolio company investments, the adoption of this new guidance had an impact on the required disclosures relating to Katonah Debt Advisors, as it requires Katonah Debt Advisors to consolidate its managed CLO Funds that were not previously consolidated. As a result of the consolidation of these CLO Funds into Katonah Debt Advisors, Katonah Debt Advisors qualifies as a significant subsidiary and, as a result, the Company is required to include additional disclosure regarding Katonah Debt Advisors in its filings. The additional disclosures regarding Katonah Debt Advisors do not directly impact the financial operations or results of the Company.
Accounting Standards Codification. In June 2009, the Financial Accounting Standards Board (FASB) issued a pronouncement establishing the FASB Accounting Standards Codification (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with GAAP. The ASC reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The standard explicitly recognizes rules and interpretive releases of the Commission under federal securities laws as authoritative GAAP for SEC registrants. The ASC supersedes all existing U.S. accounting standards; all other accounting literature not included in the ASC (other than SEC guidance for publicly-traded companies) is considered non-authoritative. The ASC was effective on a prospective basis for interim and annual reporting periods ending after September 15, 2009. The adoption of the ASC changed the Companys references to U.S. GAAP accounting standards but did not impact its results of operations, financial position or liquidity.
Investment transactions are recorded on the applicable trade date. Realized gains or losses are determined using the specific identification method.
Valuation of Portfolio Investments. The Companys Board of Directors is ultimately and solely responsible for making a good faith determination of the fair value of portfolio investments on a quarterly basis. Debt and equity securities for which market quotations are readily available are generally valued at such market quotations. Debt and equity securities that are not publicly traded or whose market price is not readily available are valued by the Board of Directors based on detailed analyses prepared by management, the Valuation Committee of the Board of Directors, and, in certain circumstances, third parties with valuation expertise. Valuations are conducted by management on 100% of the investment portfolio at the end of each quarter. The Company follows the provisions of ASC Fair Value Measurements and Disclosures (Fair Value Measurements and Disclosures). This standard defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent to the adoption of Fair Value Measurements and Disclosures, the FASB has issued various staff positions clarifying the initial standard as noted below.
In January 2010, the FASB issued guidance that clarifies and requires new disclosures about fair value measurements. The clarifications and requirement to disclose the amounts and reasons for significant transfers between Level 1 and Level 2, as well as significant transfers in and out of Level 3 of the fair value hierarchy, were adopted by the Company in the first quarter of 2010. Note 4 below reflects the amended disclosure requirements. The new guidance also requires that purchases, sales, issuances and settlements be presented
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gross in the Level III reconciliation and that requirement is effective for fiscal years beginning after December 15, 2010 and for interim periods within those years. The Company is evaluating the increased disclosure requirements for implementation by the effective date. Since this new guidance only amends the disclosures requirements, it did not impact our statements of financial position, statements of operations, or cash flow statements.
Fair Value Measurements and Disclosures requires the disclosure in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period.
In 2011 and 2010, the Company engaged an independent valuation firm, to provide a third-party review of our CLO fair value model relative to its functionality, model inputs and calculations as a reasonable method to determine CLO fair values, in the absence of Level 1 or Level 2 trading activity or observable market inputs. The independent valuation firm concluded that the Companys CLO model appropriately factors in all the necessary inputs required to build a CLO equity cash flow for fair value purposes and that the inputs were being employed correctly.
Beginning with the period ending June 30, 2011, the Company has engaged an independent valuation firm to provide third party valuation consulting services to the Companys Board of Directors. Each quarter, the independent valuation firm will perform third party valuations on the Companys investments on illiquid securities such that they are reviewed at least once during a trailing 12 month period. Third party valuations were performed on approximately 8% of investments at fair value as of December 31, 2011. These third party valuation estimates were considered as one of the relevant data inputs in the Companys determination of fair value. The Board of Directors intends to continue to engage an independent valuation firm in the future to provide certain valuation services, including the review of certain portfolio assets, as part of the quarterly and annual year-end valuation process.
The Board of Directors may consider other methods of valuation than those set forth above to determine the fair value of Level III investments as appropriate in conformity with GAAP. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Companys investments may differ materially from the values that would have been used had a ready market existed for such investments. Further, such investments may be generally subject to legal and other restrictions on resale or otherwise be less liquid than publicly traded securities. In addition, changes in the market environment and other events may occur over the life of the investments that may cause the value realized on such investments to be different from the currently assigned valuations.
The Companys valuation methodology and procedures are as follows:
1) | Each portfolio company or investment is cross-referenced to an independent pricing service to determine if a current market quote is available. The nature and quality of such quote is reviewed to determine reliability and relevance of the quote. Factors considered in this determination include whether the quote is from a transaction or is a broker quote, the date and aging of such quote, whether the transaction is arms-length, whether it is of a liquidation or distressed nature and certain other factors judged to be relevant by management within the framework of Fair Value Measurements and Disclosures. |
2) | If an investment does not have a market quotation on either a broad market exchange or from an independent pricing service, the investment is initially valued by the Companys investment professionals responsible for the portfolio investment in conjunction with the portfolio management team. |
3) | Preliminary valuation conclusions are discussed and documented by management. |
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4) | Illiquid loans, junior and mezzanine securities, equity investments, CLO Fund securities and Katonah Debt Advisors may be selected for review by an independent valuation firm, which is engaged by the Companys Board of Directors. Such independent valuation firm reviews managements preliminary valuations and makes their own independent valuation assessment. |
5) | The Valuation Committee of the Board of Directors reviews the portfolio valuations, as well as the input and report of such independent valuation firm, as applicable. |
6) | Upon approval of the investment valuations by the Valuation Committee of the Board of Directors, the Audit Committee of the Board of Directors reviews the results for inclusion in the Companys quarterly and annual financial statements, as applicable. |
7) | The Board of Directors discusses the valuations and determines in good faith that the fair values of each investment in the portfolio is reasonable based upon any applicable independent pricing service, input of management, estimates from independent valuation firms (if any) and the recommendations of the Valuation Committee of the Board of Directors. |
The majority of the Companys investment portfolio is composed of debt and equity securities with unique contract terms and conditions and/or complexity that requires a valuation of each individual investment that considers multiple levels of market and asset specific inputs, including historical and forecasted financial and operational performance of the individual investment, projected cash flows, market multiples, comparable market transactions, the priority of the security compared with those of other securities for such issuers, credit risk, interest rates, and independent valuations and reviews.
Loans and Debt Securities. To the extent that the Companys investments are exchange traded and are priced or have sufficient price indications from normal course trading at or around the valuation date (financial reporting date), such pricing will determine fair value. Pricing service marks from third party pricing services may be used as an indication of fair value, depending on the volume and reliability of the marks, sufficient and reasonable correlation of bid and ask quotes, and, most importantly, the level of actual trading activity. However, most of the Companys investments are illiquid investments with little or no trading activity. Further, the Company has been unable to identify directly comparable market indices or other market guidance that correlate directly to the types of investments the Company owns. As a result, for most of its assets, the Company determines fair value using alternative methodologies using available market data, as adjusted, to reflect the types of assets the Company owns, their structure, qualitative and credit attributes and other asset specific characteristics.
The Company derives fair value for its illiquid investments that do not have indicative fair values based upon active trades primarily by using a present value technique that discounts the estimated contractual cash flows for the underlying assets with discount rates imputed by broad market indices, bond spreads and yields for comparable issuers relative to the subject assets (the Market Yield Approach) and also considers recent loan amendments or other activity specific to the subject asset. Discount rates applied to estimated contractual cash flows for an underlying asset vary by specific investment, industry, priority and nature of the debt security (such as the seniority or security interest of the debt security) and are assessed relative to two indices, a leveraged loan index and a high-yield bond index, at the valuation date. The Company has identified these two indices as benchmarks for broad market information related to its loan and debt investments. Because the Company has not identified any market index that directly correlates to the loan and debt investments held by the Company and therefore uses the two benchmark indices, these market indices may require significant adjustment to better correlate such market data for the calculation of fair value of the investment under the Market Yield Approach. Such adjustments require judgment and may be material to the calculation of fair value. Further adjustments to the discount rate may be applied to reflect other market conditions or the perceived credit risk of the borrower. When broad market indices are used as part of the valuation methodology, their use is subject to adjustment for many factors, including priority, collateral used as security, structure,
F-22
performance and other quantitative and qualitative attributes of the asset being valued. The resulting present value determination is then weighted along with any quotes from observable transactions and broker/pricing quotes. If such quotes are indicative of actual transactions with reasonable trading volume at or near the valuation date that are not liquidation or distressed sales, relatively more reliance will be put on such quotes to determine fair value. If such quotes are not indicative of market transactions or are insufficient as to volume, reliability, consistency or other relevant factors, such quotes will be compared with other fair value indications and given relatively less weight based on their relevancy. Other significant assumptions, such as coupon and maturity, are asset-specific and are noted for each investment in the Schedules of Investments.
Equity and Equity-Related Securities. The Companys equity and equity-related securities in portfolio companies for which there is no liquid public market are carried at fair value based on the enterprise value of the portfolio company, which is determined using various factors, including EBITDA and cash flows from operations less capital expenditures and other pertinent factors, such as recent offers to purchase a portfolio companys securities or other liquidation events. The determined fair values are generally discounted to account for restrictions on resale and minority ownership positions. The values of the Companys equity and equity-related securities in public companies for which market quotations are readily available are based upon the closing public market prices on the balance sheet date. Securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.
The significant inputs used to determine the fair value of equity and equity-related securities include prices, earnings, EBITDA and cash flows after capital expenditures for similar peer comparables and the investment entity itself. Equity and equity related securities are classified as Level III, as described in Note 4 below, when there is limited activity or less transparency around inputs to the valuation given the lack of information related to such equity investments held in nonpublic companies. Significant assumptions observed for comparable companies are applied to relevant financial data for the specific investment. Such assumptions, such as model discount rates or price/earnings multiples, vary by the specific investment, equity position and industry and incorporate adjustments for risk premiums, liquidity and company specific attributes. Such adjustments require judgment and may be material to the calculation of fair value.
Affiliate Asset Manager. The Companys investment in its wholly-owned asset management company, Katonah Debt Advisors, is carried at fair value, which is determined after taking into consideration a percentage of assets under management and a discounted cash flow model incorporating different levels of discount rates depending on the hierarchy of fees earned (including the likelihood of realization of senior, subordinate and incentive fees) and prospective modeled performance. Such valuation includes an analysis of comparable asset management companies. Katonah Debt Advisors is classified as a Level III investment (as described below). Any change in value from period to period is recognized as net change in unrealized appreciation or depreciation.
CLO Fund Securities. The Company typically makes a minority investment in the most junior class of securities of CLO Funds raised and managed by Katonah Debt Advisors and may selectively invest in securities issued by funds managed by other asset management companies (collectively CLO Fund securities). The Companys CLO Fund securities relate exclusively to credit instruments issued by corporations and do not include any asset-backed securities secured by commercial mortgages, residential mortgages, or consumer borrowings.
The Companys investments in CLO Fund securities are carried at fair value, which is based either on (i) the present value of the net expected cash inflows for interest income and principal repayments from underlying assets and cash outflows for interest expense, debt paydown and other fund costs for the CLO Funds that are approaching or past the end of their reinvestment period and therefore are selling assets and/or using principal repayments to pay down CLO Fund debt (or will begin to do so shortly), and for which there continue to be net cash distributions to the class of securities owned by the Company, or (ii) a discounted cash flow model for more recent CLO Funds that utilizes prepayment and loss assumptions based on historical
F-23
experience and projected performance, economic factors, the characteristics of the underlying cash flow and comparable yields for similar securities or preferred shares to those in which the Company has invested. The Company recognizes unrealized appreciation or depreciation on the Companys investments in CLO Fund securities as comparable yields in the market change and/or based on changes in NAVs or estimated cash flows resulting from changes in prepayment or loss assumptions in the underlying collateral pool. As each investment in CLO Fund securities ages, the expected amount of losses and the expected timing of recognition of such losses in the underlying collateral pool are updated and the revised cash flows are used in determining the fair value of the CLO Fund investment. The Company determines the fair value of its investments in CLO Fund securities on an individual security-by-security basis.
Due to the individual attributes of each CLO Fund security, they are classified as a Level III investment unless specific trading activity can be identified at or near the valuation date. When available, observable market information will be identified, evaluated and weighted accordingly in the application of such data to the present value models and fair value determination. Significant assumptions to the present value calculations include default rates, recovery rates, prepayment rates, investment/reinvestment rates and spreads and the discount rate by which to value the resulting underlying cash flows. Such assumptions can vary significantly, depending on market data sources which often vary in depth and level of analysis, understanding of the CLO market, detailed or broad characterization of the CLO market and the application of such data to an appropriate framework for analysis. The application of data points are based on the specific attributes of each individual CLO Fund securitys underlying assets, historic, current and prospective performance, vintage, and other quantitative and qualitative factors that would be evaluated by market participants. The Company evaluates the source of market data for reliability as an indicative market input, consistency amongst other inputs and results and also the context in which such data is presented.
For bond rated tranches of CLO Fund securities (those above the junior class) without transactions to support a fair value for the specific CLO Fund and tranche, fair value is based on discounting estimated bond payments at current market yields, which may reflect the adjusted yield on the leveraged loan index for similarly rated tranches, as well as prices for similar tranches for other CLO Funds and also other factors such as the default and recovery rates of underlying assets in the CLO Fund, as may be applicable. Such model assumptions may vary and incorporate adjustments for risk premiums and CLO Fund specific attributes. Such adjustments require judgment and may be material to the calculation of fair value.
Cash. The Company defines cash as demand deposits. The Company places its cash with financial institutions and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Restricted Cash. Restricted cash at December 31, 2010 consisted mostly of cash held in an operating account pursuant to the Companys secured credit facility agreement with its lender. As the Company paid off its secured credit facility as of January 31, 2011, no such restricted cash balances were needed.
Time Deposits and Money Market Accounts. Time deposits primarily represent investments of cash held in non-demand deposit accounts. Money market accounts primarily represent short term interest-bearing deposit accounts including an account that contains restricted cash held for employee flexible spending accounts.
Interest Income. Interest income, including the amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company generally places a loan or security on non-accrual status and ceases recognizing cash interest income on such loan or security when a loan or security becomes 90 days or more past due or if the Company otherwise does not expect the debtor to be able to service its debt obligations. Non-accrual loans remain in such status until
F-24
the borrower has demonstrated the ability and intent to pay contractual amounts due or such loans become current. As of December 31, 2011, three issuers representing less than 1% of total investments at fair value were considered in default.
Dividends from Affiliate Asset Manager. The Company records dividend income from its affiliate asset manager on the declaration date, which represents the ex-dividend date.
Dividend Income from CLO Fund Securities. The Company generates dividend income from its investments in the most junior class of securities of CLO Funds (typically preferred shares or subordinated securities) managed by Katonah Debt Advisors and selective investments in securities issued by funds managed by other asset management companies. The Companys CLO Fund junior class securities are subordinated to senior bond holders who typically receive a fixed rate of return on their investment. The CLO Funds are leveraged funds and any excess cash flow or excess spread (interest earned by the underlying securities in the fund less payments made to senior bond holders and less fund expenses and management fees) is paid to the holders of the CLO Funds subordinated securities or preferred shares. The Company makes estimated interim accruals of such dividend income based on recent historical distributions and CLO Fund performance and adjusts such accruals on a quarterly basis to reflect actual distributions.
For non-junior class CLO Fund securities, such as the Companys investment in the Class B-2L Notes of the Katonah 2007-1 CLO, interest is earned at a fixed spread relative to the LIBOR index.
Capital Structuring Service Fees. The Company may earn ancillary structuring and other fees related to the origination, investment, disposition or liquidation of debt and investment securities. Generally, the Company will capitalize loan origination fees, then amortize these fees into interest income over the term of the loan using the effective interest rate method, recognizes prepayment and liquidation fees upon receipt and equity structuring fees as earned, which generally occurs when an investment transaction closes.
Debt Issuance Costs. Debt issuance costs represent fees and other direct costs incurred in connection with the Companys borrowings. These amounts are capitalized and amortized ratably over the contractual term of the borrowing. In January 31, 2011, the Company fully repaid its outstanding secured credit borrowing facility which had a balance of $86.7 million as of December 31, 2010 and, at repayment, all related debt issuance costs were fully amortized. During March 2011, the Company issued $60 million of convertible senior notes (the Convertible Senior Notes) and incurred debt issuance costs of approximately $2.4 million which will be amortized over a five-year period. At December 31, 2011, there was an unamortized debt issuance cost of approximately $2.0 million included in other assets in the accompanying balance sheet. Amortization expense for the year ended December 31, 2011 and 2010 was approximately $353,000 and $596,000, respectively.
Expenses. The Company is internally managed and expenses costs, as incurred, with regard to the running of its operations. Primary operating expenses include employee salaries and benefits, the costs of identifying, evaluating, negotiating, closing, monitoring and servicing the Companys investments and related overhead charges and expenses, including rental expense, and any interest expense incurred in connection with borrowings. The Company and its asset manager affiliates share office space and certain other operating expenses. The Company has entered into an Overhead Allocation Agreement with its asset manager affiliates which provides for the sharing of such expenses based on an equal sharing of office lease costs and the ratable usage of other shared resources. The aggregate net payments of such expenses under the Overhead Allocation Agreement are not material.
Dividends. Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is generally based upon the earnings estimated by management for the period and year.
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The Company has adopted a dividend reinvestment plan that provides for reinvestment of its distributions on behalf of its stockholders, unless a stockholder opts out of the plan to receive cash in lieu of having their cash dividends automatically reinvested in additional shares of the Companys common stock.
Improved Disclosures Regarding Fair Value Measurements. In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Fair Value Measurements and Improving Disclosures About Fair Value Measurements (Topic 820), which provides for improving disclosures about fair value measurements, primarily significant transfers in and out of Levels I and II, and activity in Level III fair value measurements. The new disclosures and clarifications of existing disclosures are effective for the interim and annual reporting periods beginning after December 15, 2009, while the disclosures about the purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements are effective for fiscal years beginning after December 15, 2010 and for the interim periods within those fiscal years. Except for certain detailed Level III disclosures, which are effective for fiscal years beginning after December 15, 2010 and interim periods within those years, the new guidance became effective for the Companys fiscal 2010 second quarter. The adoption of this disclosure-only guidance is included in Note 4 Portfolio Investments and did not have a material impact on the Companys financial results.
In May 2011, the FASB issued FASB Accounting Standards Update (ASU) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this ASU are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. Management currently believes that the adoption of this ASU will not have a material impact on the Companys operating results, financial position or cash flows.
The following information sets forth the computation of basic and diluted net increase (decrease) in stockholders equity per share for the years ended December 31, 2011, 2010, and 2009:
For the Years ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Net increase (decrease) in net assets from operations | $ | 7,649,544 | $ | (14,288,677 | ) | $ | 34,403,270 | |||||
Net increase (decrease) in net assets available to common stockholders | 7,649,544 | (14,288,677 | ) | 34,403,270 | ||||||||
Weighted average number of common shares outstanding for basic shares computation | 22,868,647 | 22,598,185 | 22,105,800 | |||||||||
Effect of dilutive securities stock options | | | | |||||||||
Weighted average number of common and common stock equivalent shares outstanding for diluted shares computation | 22,868,647 | 22,598,185 | 22,105,800 | |||||||||
Net increase (decrease) in net assets per basic common shares: |
||||||||||||
Net increase (decrease) in Net assets from operations(1) | 0.33 | (0.63 | ) | 1.56 |
F-26
Share-based awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and included in the computation of both basic and diluted earnings per share. Grants of restricted stock awards to our employees and directors are considered participating securities when there are earnings in the period and the earnings per share calculations include outstanding unvested restricted stock awards in the basic weighted average shares outstanding calculation. Included in the weighted average shares outstanding for the year ended December 31, 2011 are 305,221 shares of unvested restricted stock, which were deemed to be participating securities.
Options to purchase 20,000 shares were included in the computation of diluted earnings per share for the year ended December 31, 2011. For the year ended December 31, 2010, options to purchase 40,000 shares were not included in the computation of diluted earnings per share because the effect would be antidilutive as the exercise prices exceeded the average market price of the common shares.
The Companys Convertible Senior Notes are included in the computation of the diluted net increase or decrease in net assets resulting from operations per share in accordance with ASC 261-10-45-40-b by application of the if-converted method. Under the if-converted method, interest charges applicable to the convertible debt for the period are added to the reported net increase or decrease in net assets resulting from operations and the full amount of shares (pro-rata if not outstanding for the full period) that would be issued are added to weighted average basic shares. Convertible debt is considered anti-dilutive only when its interest per share upon conversion exceeds the basic net increase or decrease in net assets resulting from operations per share. For the year ended December 31, 2011, the convertible debt is anti-dilutive.
The if-converted method of computing the dilutive effects on convertible debt assumes a conversion even if the contracted conversion price exceeds the market value of the shares. The Companys Convertible Senior Notes have a conversion price of $8.44 per share which was above the Companys net asset value per share at the time of issuance. Upon conversion, the Company would issue the full amount of common stock upon conversion and retire the full amount of debt outstanding.
On February 29, 2012, the Company completed the acquisition of Trimaran Advisors, L.L.C. (Trimaran) through a newly-formed, wholly-owned subsidiary of the Company. The aggregate consideration paid for all of the outstanding equity interests in Trimaran consisted of $13.0 million in cash and 3,600,000 shares of common stock, par value $0.01 per share, of the Company. The change in the number of common shares outstanding at December 31, 2011 as if this acquisition had closed prior to year end would be an increase of 3,600,000 common shares to a total outstanding share amount of 26,367,130.
F-27
The Company invests in senior secured loans and mezzanine debt and, to a lesser extent, equity capital of middle market companies in a variety of industries. The Company generally targets companies that generate positive cash flows because the Company looks to cash flows as the primary source for servicing debt. However, the Company may invest in other industries if it is presented with attractive opportunities.
The following table shows the Companys portfolio by security type at December 31, 2011 and December 31, 2010:
December 31, 2011 | December 31, 2010 | |||||||||||||||||||||||
Security Type | Cost | Fair Value | % | Cost | Fair Value | % | ||||||||||||||||||
Time Deposits | $ | 229,152 | $ | 229,152 | | % | $ | 720,225 | $ | 720,225 | | % | ||||||||||||
Money Market Account | 31,622,134 | 31,622,134 | 18 | 210,311 | 210,311 | | ||||||||||||||||||
Senior Secured Loan | 54,045,184 | 45,259,328 | 25 | 34,183,551 | 22,001,256 | 12 | ||||||||||||||||||
Junior Secured Loan | 58,936,728 | 47,300,172 | 26 | 76,896,867 | 63,944,003 | 34 | ||||||||||||||||||
Mezzanine Investment | 10,931,428 | 11,588,115 | 6 | 10,744,496 | 250,000 | | ||||||||||||||||||
Senior Subordinated Bond | 9,997,898 | 10,125,891 | 6 | 4,320,596 | 4,490,709 | 3 | ||||||||||||||||||
CLO Fund Securities | 65,209,809 | 46,412,000 | 26 | 68,280,200 | 53,031,000 | 28 | ||||||||||||||||||
Equity Securities | 16,559,610 | 6,040,895 | 3 | 13,232,266 | 4,437,871 | 3 | ||||||||||||||||||
Preferred | 400,000 | 400,000 | | 650,961 | 607,921 | | ||||||||||||||||||
Affiliate Asset Managers | 44,338,301 | 40,814,000 | 23 | 44,532,329 | 41,493,000 | 22 | ||||||||||||||||||
Total | $ | 292,270,244 | $ | 239,791,687 | 133 | % | $ | 253,771,802 | $ | 191,186,296 | 102 | % |
(1) | Calculated as a percentage of net asset value |
F-28
The industry concentrations, based on the fair value of the Companys investment portfolio as of December 31, 2011 and December 31, 2010, were as follows:
December 31, 2011 | December 31, 2010 | |||||||||||||||||||||||
Industry Classification | Cost | Fair Value | %(1) | Cost | Fair Value | %(1) | ||||||||||||||||||
Aerospace and Defense | $ | 19,683,821 | $ | 19,439,230 | 10 | % | $ | 6,499,518 | $ | 5,613,844 | 3 | % | ||||||||||||
Asset Management Company(2) | 44,338,301 | 40,814,000 | 23 | 44,532,329 | 41,493,000 | 22 | ||||||||||||||||||
Beverage, Food and Tobacco | 9,892,274 | 9,796,565 | 5 | | | | ||||||||||||||||||
Broadcasting and Entertainment(3) | | | | | | | ||||||||||||||||||
Buildings and Real Estate | 18,591,674 | 662,443 | | 32,845,509 | 6,923,964 | 4 | ||||||||||||||||||
Cargo Transport | 4,374,350 | 4,374,351 | 2 | 4,940,182 | 4,940,182 | 3 | ||||||||||||||||||
Chemicals, Plastics and Rubber | 4,809,459 | 4,614,828 | 3 | | | | ||||||||||||||||||
CLO Fund Securities | 65,209,809 | 46,412,000 | 26 | 68,280,200 | 53,031,000 | 28 | ||||||||||||||||||
Containers, Packaging and Glass | | | | 3,009,682 | 3,000,000 | 2 | ||||||||||||||||||
Diversified/Conglomerate Manufacturing | 6,905,447 | 7,000,000 | 4 | | | | ||||||||||||||||||
Diversified/Conglomerate Service | 2,870,642 | 372,599 | | 10,384,036 | 8,345,287 | 4 | ||||||||||||||||||
Electronics | 8,831,440 | 9,026,186 | 5 | 3,006,137 | 3,176,250 | 2 | ||||||||||||||||||
Healthcare, Education and Childcare | 20,956,582 | 19,523,824 | 11 | 15,113,551 | 15,037,936 | 8 | ||||||||||||||||||
Home and Office Furnishings, Housewares, and Durable Consumer Products | 21,683,112 | 20,604,850 | 11 | 9,654,903 | 8,804,450 | 5 | ||||||||||||||||||
Insurance | 4,919,522 | 3,753,000 | 2 | 4,890,322 | 4,049,000 | 2 | ||||||||||||||||||
Leisure, Amusement, Motion Pictures, Entertainment | 2,290,892 | 2,084,012 | 1 | 2,114,458 | 1,983,619 | 1 | ||||||||||||||||||
Machinery (Non-Agriculture, Non-Construction, Non-Electronic) | 3,483,174 | 3,891,900 | 2 | 3,477,696 | 3,864,600 | 2 | ||||||||||||||||||
Mining, Steel, Iron and Non-Precious Metals | 797,091 | 438,913 | | 14,381,863 | 14,430,312 | 8 | ||||||||||||||||||
Personal and Non Durable Consumer Products (Mfg. Only) | 5,000,000 | 3,250,000 | 2 | 5,000,000 | 3,435,000 | 2 | ||||||||||||||||||
Personal, Food and Miscellaneous Services | 2,872,500 | 2,827,359 | 2 | 14,730,350 | 4,090,000 | 2 | ||||||||||||||||||
Personal Transportation | 2,993,092 | 2,983,648 | 2 | | | | ||||||||||||||||||
Printing and Publishing | 1,044,539 | 1,223,743 | 1 | 5,980,529 | 5,669,716 | 3 | ||||||||||||||||||
Retail Stores | 1,885,086 | 1,932,500 | 1 | | | | ||||||||||||||||||
Telecommunications | 2,986,151 | 2,776,950 | 2 | | | | ||||||||||||||||||
Time Deposit and Money Market Accounts | 31,851,286 | 31,851,286 | 18 | 930,537 | 930,536 | | ||||||||||||||||||
Utilities | 4,000,000 | 137,500 | | 4,000,000 | 2,367,600 | 1 | ||||||||||||||||||
Total | $ | 292,270,244 | $ | 239,791,687 | 133 | % | $ | 253,771,802 | $ | 191,186,296 | 102 | % |
(1) | Calculated as a percentage of net asset value. |
(2) | Represents Katonah Debt Advisors and related asset manager affiliates. |
(3) | Buildings and real estate relate to real estate ownership, builders, managers and developers and excludes mortgage debt investments and mortgage lenders or originators. As of December 31, 2011 and December 31, 2010, the Company had no exposure to mortgage securities (residential mortgage bonds, commercial mortgage backed securities, or related asset backed securities) or companies providing mortgage lending. |
F-29
The Company may invest up to 30% of the investment portfolio in opportunistic investments in high-yield bonds, debt and equity securities of CLO Funds, distressed debt or equity securities of public companies. However, the Companys investment strategy is to limit the value of its investments in debt or equity securities issued by CLO Funds to not more than 15% of the value of its total investment portfolio at the time of investment. The Company expects that these public companies generally will have debt that is non-investment grade. The Company also may invest in debt of middle market companies located outside of the United States, which investments (excluding the Companys investments in CLO Funds) are generally not anticipated to be in excess of 10% of the investment portfolio at the time such investments are made. The Company is generally prohibited from buying or selling any security from or to any portfolio company of a private equity fund managed by Kohlberg & Co. without the prior approval of the SEC. In addition, the Company may co-invest on a concurrent basis with Kohlberg & Co. or any of its affiliates, subject to compliance with existing regulatory guidance, applicable regulations and its allocation procedures. Certain types of negotiated co-investments may be made only if the Company receives an order from the SEC permitting it to do so. There can be no assurance that any such order will be applied for or, if applied for, obtained.
At December 31, 2011 and December 31, 2010, approximately 21% and 29% of the Companys investments were foreign assets (including the Companys investments in CLO Funds, which are typically domiciled outside the U.S. and represented approximately 19% and 28% of its portfolio on such dates), respectively. At December 31, 2011, no foreign assets were in U.S. dollar denominated over-night time Eurodollar deposits which revert to cash each business morning.
At December 31, 2011 and December 31, 2010, the Companys ten largest portfolio companies represented approximately 62% and 65%, respectively, of the total fair value of its investments. The Companys largest investment, Katonah Debt Advisors which is its wholly-owned asset manager affiliate, represented 17% and 22% of the total fair value of the Companys investments at December 31, 2011 and December 31, 2010, respectively. Excluding Katonah Debt Advisors and CLO Fund securities, the Companys ten largest portfolio companies represented approximately 26% and 30% of the total fair value of the Companys investments at December 31, 2011 and December 31, 2010, respectively.
The Company typically makes a minority investment in the most junior class of securities of CLO Funds (typically preferred shares or subordinated securities) managed by Katonah Debt Advisors and may selectively invest in securities issued by funds managed by other asset management companies. However, as noted above, the Companys investment strategy is to limit the value of its investments in the debt or equity securities issued by CLO Funds to not more than 15% of the value of its total investment portfolio at the time of investment. Preferred shares or subordinated securities issued by CLO Funds are entitled to recurring dividend distributions which generally equal the net remaining cash flow of the payments made by the underlying CLO Funds securities less contractual payments to senior bond holders and CLO Fund expenses. CLO Funds managed by Katonah Debt Advisors (CLO fund securities managed by affiliate) invest primarily in broadly syndicated non-investment grade loans, high-yield bonds and other credit instruments of corporate issuers. The underlying assets in each of the CLO Funds in which the Company has an investment are generally diversified secured or unsecured corporate debt and exclude mortgage pools or mortgage securities (residential mortgage bonds, commercial mortgage backed securities, or related asset-backed securities), debt to companies providing mortgage lending and emerging markets investments. The CLO Funds are leveraged funds and any excess cash flow or excess spread (interest earned by the underlying securities in the fund less payments made to senior bond holders, fund expenses and management fees) is paid to the holders of the CLO Funds subordinated securities or preferred shares.
F-30
The subordinated securities and preferred share securities are considered equity positions in the CLO Funds and, as of December 31, 2011 and December 31, 2010, the Company had approximately $40 million and $45 million, respectively, of such CLO equity investments at fair value. The cost basis of the Companys investment in CLO Fund equity securities as of December 31, 2011 was approximately $64 million and aggregate unrealized depreciation on the CLO Fund securities totaled approximately $24 million. The cost basis of the Companys investment in CLO Fund equity securities as of December 31, 2010, was approximately $67 million and aggregate unrealized depreciation on the CLO Fund securities totaled approximately $22 million.
In May, 2009 the Company purchased the class B-2L notes of the Katonah 2007-1 CLO investment managed by Katonah Debt Advisors (Katonah 2007-1 B-2L). The Company purchased the Katonah 2007-1 B-2L for 10% of the par value. The fair value, cost basis, and aggregate unrealized appreciation of the Katonah 2007-1 B-2L investment as of December 31, 2011 were approximately $7 million, $1 million, and $6 million, respectively, and at December 31, 2010, the fair value, cost basis, and aggregate unrealized appreciation of the Katonah 2007-1 B-2L investment were $8 million, $1 million, and $7 million, respectively. Both the B-2L notes and preferred shares of Katonah 2007-1 are owned 100% by the Company and are making their required quarterly distributions.
All CLO Funds managed by Katonah Debt Advisors are currently making quarterly dividend distributions to the Company and are paying all senior and subordinate management fees to Katonah Debt Advisors. With the exception of the Katonah V, Ltd. CLO Fund, all third-party managed CLO Funds held as investments are making quarterly dividend distributions to the Company.
The Company follows the provisions of Fair Value Measurements and Disclosures, which among other matters, requires enhanced disclosures about investments that are measured and reported at fair value. This standard defines fair value and establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value and expands disclosures about assets and liabilities measured at fair value. Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This fair value definition focuses on an exit price in the principal, or most advantageous market, and prioritizes, within a measurement of fair value, the use of market-based inputs (which may be weighted or adjusted for relevance, reliability and specific attributes relative to the subject investment) over entity-specific inputs. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Subsequent to the adoption of Fair Value Measurements and Disclosures, the FASB has issued various staff positions clarifying the initial standard (see Note 2. Significant Accounting Policies Investments).
Fair Value Measurements and Disclosures establishes the following three-level hierarchy, based upon the transparency of inputs to the fair value measurement of an asset or liability as of the measurement date:
Level I Unadjusted quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed securities. As required by Fair Value Measurements and Disclosures, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably affect the quoted price.
F-31
Level II Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument, or inputs that are derived principally from, or corroborated by, observable market information. Investments which are generally included in this category include illiquid corporate loans and bonds and less liquid, privately held or restricted equity securities for which some level of recent trading activity has been observed.
Level III Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be based on the Companys own assumptions about how market participants would price the asset or liability or may use Level II inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. These inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.) are available, such investments are grouped as Level III if any significant data point that is not also market observable (private company earnings, cash flows, etc.) is used in the valuation methodology.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investments level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Companys assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and the Company considers factors specific to the investment. Substantially all of the Companys investments are classified as Level III. The Company evaluates the source of inputs, including any markets in which its investments are trading, in determining fair value. Inputs that are backed by actual transactions, those that are highly correlated to the specific investment being valued and those derived from reliable or knowledgeable sources will tend to have a higher weighting in determining fair value. Ongoing reviews by the Companys investment analysts, Chief Investment Officer, Valuation Committee and independent valuation firms (if engaged) are based on an assessment of each underlying investment, its current and prospective operating and financial performance, consideration of financing and sale transactions with third parties, expected cash flows and market-based information, including comparable transactions, performance factors, and other investment or industry specific market data, among other factors.
The following table summarizes the fair value of investments by the above Fair Value Measurements and Disclosures fair value hierarchy levels as of December 31, 2011 and December 31, 2010, respectively:
As of December, 31 2011 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Time deposit and money market account | $ | | $ | 31,851,286 | $ | | $ | 31,851,286 | ||||||||
Debt securities | | 31,578,832 | 83,094,674 | 114,673,506 | ||||||||||||
CLO fund securities | | | 46,412,000 | 46,412,000 | ||||||||||||
Equity securities | | | 6,040,895 | 6,040,895 | ||||||||||||
Asset manager affiliate | | | 40,814,000 | 40,814,000 |
As of December, 31 2010 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Time deposit and money market account | $ | | $ | 930,536 | $ | | $ | 930,536 | ||||||||
Debt securities | | | 91,042,928 | 91,042,928 | ||||||||||||
CLO fund securities | | | 53,031,000 | 53,031,000 | ||||||||||||
Equity securities | | | 4,688,832 | 4,688,832 | ||||||||||||
Asset manager affiliate | | | 41,493,000 | 41,493,000 |
F-32
As a BDC, it is required that the Company invest primarily in the debt and equity of non-public companies for which there is little, if any, market-observable information. As a result, most, if not all, of the Companys investments at any given time will most likely be deemed Level III investments. The Company believes that investments classified as Level III for Fair Value Measurements and Disclosures have a further hierarchal framework which prioritizes and ranks such valuations based on the degree of independent and observable inputs, objectivity of data and models and the level of judgment required to adjust comparable data. The hierarchy of such methodologies are presented in the above table and discussed below in descending rank.
Investment values derived by a third party pricing service are deemed Level III values since such values are not traded on an active public exchange and may represent a traded or broker quote on an asset that is infrequently traded.
The Company derives fair value for its illiquid investments that do not have indicative fair values based upon active trades primarily by using the Market Yield Approach and also considers recent loan amendments or other activity specific to the subject asset. Discount rates applied to estimated contractual cash flows for an underlying asset vary by specific investment, industry, priority and nature of the debt security (such as the seniority or security interest of the debt security) and are assessed relative to two indices, a leveraged loan index and a high-yield bond index, at the valuation date. The Company has identified these two indices as benchmarks for broad market information related to its loan and debt investments. Because the Company has not identified any market index that directly correlates to the loan and debt investments held by the Company and therefore uses the two benchmark indices, these market indices may require significant adjustment to better correlate such market data for the calculation of fair value of the investment under the Market Yield Approach. Such adjustments require judgment and may be material to the calculation of fair value. Further adjustments to the discount rate may be applied to reflect other market conditions or the perceived credit risk of the borrower. When broad market indices are used as part of the valuation methodology, their use is subject to adjustment for many factors, including priority, collateral used as security, structure, performance and other quantitative and qualitative attributes of the asset being valued. The resulting present value determination is then weighted along with any quotes from observable transactions and broker/pricing quotes. If such quotes are indicative of actual transactions with reasonable trading volume at or near the valuation date that are not liquidation or distressed sales, relatively more reliance will be put on such quotes to determine fair value. If such quotes are not indicative of market transactions or are insufficient as to volume, reliability, consistency or other relevant factors, such quotes will be compared with other fair value indications and given relatively less weight based on their relevancy. The appropriateness of specific valuation methods and techniques may change as market conditions and available data change.
In 2011 and 2010, the Company engaged an independent valuation firm, to provide a third-party review of our CLO fair value model relative to its functionality, model inputs and calculations as a reasonable method to determine CLO fair values, in the absence of Level 1 or Level 2 trading activity or observable market inputs. The independent valuation firm concluded that the Companys CLO model appropriately factors in all the necessary inputs required to build a CLO equity cash flow for fair value purposes and that the inputs were being employed correctly.
F-33
Beginning with the period ending June 30, 2011, the Company has engaged an independent valuation firm to provide third party valuation consulting services to the Companys Board of Directors. Each quarter, the independent valuation firm will perform third party valuations on the Companys investments on illiquid securities such that they are reviewed at least once during a trailing 12 month period. Third party valuations were performed on approximately 8% of investments at fair value as of December 31, 2011. These third party valuation estimates were considered as one of the relevant data inputs in the Companys determination of fair value. The Board of Directors intends to continue to engage an independent valuation firm in the future to provide certain valuation services, including the review of certain portfolio assets, as part of the quarterly and annual year-end valuation process.
Values derived for debt securities using public/private company comparables generally utilize market-observable data from such comparables and specific, non-public and non-observable financial measures (such as earnings or cash flows) for the private, underlying company/issuer. Such non-observable company/issuer data is typically provided on a monthly basis, is certified as correct by the management of the company/issuer and/or audited by an independent accounting firm on an annual basis. Since such private company/issuer data is not publicly available it is not deemed market-observable data and, as a result, such investment values are grouped as Level III assets.
Values derived for asset manager affiliates using public/private company comparables generally utilize market-observable data from such comparables and specific, non-public and non-observable financial measures (such as assets under management, historical and prospective earnings) for the asset manager affiliate. The Company recognizes that comparable asset managers may not be fully comparable to its asset manager affiliates and typically identifies a range of performance measures and/or adjustments within the comparable population with which to determine value. Since any such ranges and adjustments are entity specific they are not considered market-observable data and thus require a Level III grouping. Illiquid investments that have values derived through the use of discounted cash flow models and residual enterprise value models are grouped as Level III assets.
F-34
The changes in investments measured at fair value for which the Company has used unobservable inputs to determine fair value are as follows:
Year Ended December 31, 2011 | ||||||||||||||||||||
Debt Securities |
CLO Fund Securities |
Equity Securities |
Asset Manager Affiliates |
Total | ||||||||||||||||
Balance, December 31, 2010 | $ | 91,042,928 | $ | 53,031,000 | $ | 4,688,832 | $ | 41,493,000 | $ | 190,255,760 | ||||||||||
Transfers out of Level III(1) | | | | | | |||||||||||||||
Net accretion of discount | 156,180 | 79,609 | | | 235,789 | |||||||||||||||
Purchases | 81,815,921 | | 3,218,151 | (194,027 | ) | 84,840,045 | ||||||||||||||
Sales | (56,944,765 | ) | (1,935,000 | ) | (141,769 | ) | | (59,021,534 | ) | |||||||||||
Total loss realized and unrealized included in earnings | (1,396,758 | ) | (4,763,609 | ) | (1,724,319 | ) | (484,973 | ) | (8,369,659 | ) | ||||||||||
Balance, December 31, 2011 | $ | 114,673,506 | $ | 46,412,000 | $ | 6,040,895 | $ | 40,814,000 | $ | 207,940,401 | ||||||||||
Changes in unrealized gains (losses) included in earnings related to investments still held at reporting date | $ | (2,344,027 | ) | (4,198,609 | ) | (1,724,321 | ) | (1,703,973 | ) | (9,970,930 | ) |
Year Ended December 31, 2010 | ||||||||||||||||||||
Debt Securities |
CLO Fund Securities |
Equity Securities |
Asset Manager Affiliates |
Total | ||||||||||||||||
Balance, December 31, 2009 | $ | 297,356,529 | $ | 48,971,000 | $ | 4,713,246 | $ | 58,064,720 | $ | 409,105,495 | ||||||||||
Transfers out of Level III(1) | | | | | | |||||||||||||||
Net accretion of discount | 381,677 | 85,149 | | | 466,826 | |||||||||||||||
Purchases | 9,981,426 | | 1,927,366 | 3,780,817 | 15,689,609 | |||||||||||||||
Sales | (208,820,374 | ) | | | | (208,820,374 | ) | |||||||||||||
Total gain (loss) realized and unrealized included in earnings | (7,856,330 | ) | 3,974,851 | (1,951,780 | ) | (20,352,537 | ) | (26,185,796 | ) | |||||||||||
Balance, December 31, 2010 | $ | 91,042,928 | $ | 53,031,000 | $ | 4,688,832 | $ | 41,493,000 | $ | 190,255,760 | ||||||||||
Changes in unrealized gains (losses) included in earnings related to investments still held at reporting date | $ | (5,623,079 | ) | $ | 3,974,851 | $ | (1,142,038 | ) | $ | (20,352,537 | ) | $ | (23,142,803 | ) |
(1) | Transfers out of Level III represent a transfer of $0 relating to debt securities for which pricing inputs, other than their quoted prices in active markets were observable as of Dec 31, 2011 |
Katonah Debt Advisors is a wholly-owned portfolio company. Katonah Debt Advisors manages CLO Funds primarily for third party investors that invest in broadly syndicated loans, high yield bonds and other credit instruments issued by corporations. These CLO Funds do not invest in asset-backed securities secured by commercial mortgages, residential mortgages or other consumer borrowings. At December 31, 2011, Katonah Debt Advisors had approximately $1.9 billion of par value of assets under management, and the Companys 100% equity interest in Katonah Debt Advisors was valued at approximately $41 million.
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As a manager of the CLO Funds, Katonah Debt Advisors receives contractual and recurring management fees and may receive a one-time structuring fee from the CLO Funds for its management and advisory services. The annual fees which Katonah Debt Advisors receives are generally based on a fixed percentage of assets under management (at par value and not subject to changes in market value), and Katonah Debt Advisors generates annual operating income equal to the amount by which its fee income exceeds it operating expenses. The annual management fees Katonah Debt Advisors receives have two components a senior management fee and a subordinated management fee. Currently, all CLO Funds managed by Katonah Debt Advisors are paying both their senior and subordinated management fees on a current basis.
During 2009, certain CLO funds managed by Katonah Debt Advisors were restricted from currently paying their subordinated management fees as a result of the failure by those CLO Funds to satisfy certain restrictive covenants contained in their indenture agreements. At such time, those subordinated management fees continued to be accrued by the applicable CLO Fund to become payable to Katonah Debt Advisors when such CLO Fund becomes compliant with the applicable covenants. During the year ended December 31, 2010, all those CLO Funds which deferred payment of their subordinated management fees regained compliance with all applicable covenants in order to pay current subordinated management fees as well as a portion of previously accrued subordinated management fees. During the year ended December 31, 2010, approximately $5 million of deferred subordinated management fees had been paid.
In future years, Katonah Debt Advisors may receive accrued incentive fees upon the liquidation of CLO Funds it manages, provided such CLO Funds have achieved a minimum investment return to holders of their subordinated securities or preferred shares.
On January 2, 2008, the Katonah Debt Advisors platform acquired substantially all of the assets of Scotts Cove Capital Management LLC (Scotts Cove), an asset manager focused on an event-driven credit long short investment strategy. On February 4, 2011, Katonah Debt Advisors entered to an Asset Purchase Agreement with a third-party buyer controlled by a former Katonah Debt Advisors employee to sell substantially all of the Scotts Cove assets for a purchase price of $25,000. The transaction closed on February 28, 2011. At closing, Katonah Debt Advisors and the buyer entered into a Services Agreement, pursuant to which the buyer paid to Katonah Debt Advisors $225,000 for certain transitional services to be provided by Katonah Debt Advisors (including access to office space, secretarial services and information technology support) and agreed to pay an additional amount of $75,000 on each of the first and second anniversaries of the closing date (subject to, in the case of the first payment, deferment for up to one year under certain circumstances). Katonah Debt Advisors obligation to provide transitional services under the Services Agreement continued through June 30, 2011. At closing, Katonah Debt Advisors and the employees that formerly managed the Scotts Cove assets also entered into employee termination agreements, whereby they agreed to terminate their employment with Katonah Debt Advisors and to relinquish all claims against Katonah Debt Advisors or its affiliates.
The revenue that Katonah Debt Advisors generates through the fees it receives for managing CLO Funds and after paying the expenses associated with its operations, including compensation of its employees, may be distributed to the Company. Any distributions of Katonah Debt Advisors net income are recorded as dividends from affiliate asset manager are recorded as declared (where declaration date represents ex-dividend date) by Katonah Debt Advisors as income on our statement of operations. For the year ended December 31, 2011, Katonah Debt Advisors made distributions of $1.9 million to the Company. Dividends are recorded as declared (where declaration date represents ex-dividend date) by Katonah Debt Advisors as income on our statement of operations. The declared fourth quarter dividend of $750,000 by Katonah Debt Advisors was recorded as a dividend receivable as of December 31, 2011.
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As with all other investments, Katonah Debt Advisors fair value is periodically determined. The valuation is primarily based on an analysis of both a percentage of its assets under management and Katonah Debt Advisors estimated operating income. Any change in value from period to period is recognized as unrealized gain or loss. See Note 2, Significant Accounting Policies and Note 4, Investments for further information relating to the Companys valuation methodology. For the year ended December 31, 2011 Katonah Debt Advisors had a decrease in fair value of approximately $679,000.
As a separately regarded entity for tax purposes, Katonah Debt Advisors is taxed at normal corporate rates. For tax purposes, any distributions of taxable net income earned by Katonah Debt Advisors to the Company would generally need to be distributed to the Companys shareholders. Generally, such distributions of Katonah Debt Advisors income to the Companys shareholders will be considered as qualified dividends for tax purposes. Katonah Debt Advisors taxable net income will differ from GAAP net income because of deferred tax timing adjustments and permanent tax adjustments. Deferred tax timing adjustments may include differences for the recognition and timing of depreciation, bonuses to employees and stock option expense. Permanent differences may include adjustments, limitations or disallowances for meals and entertainment expenses, penalties, tax goodwill amortization and net operating loss carryforward.
Goodwill amortization for tax purposes was created upon the purchase of 100% of the equity interests in Katonah Debt Advisors prior to the Companys IPO in exchange for shares of the Companys stock valued at $33 million. Although this transaction was a stock transaction rather than an asset purchase and thus no goodwill was recognized for GAAP purposes, such exchange was considered an asset purchase under Section 351(a) of the Code. At the time of the transfer, Katonah Debt Advisors had equity of approximately $1 million resulting in tax goodwill of approximately $32 million which will be amortized for tax purposes on a straight-line basis over 15 years, which accounts for an annual difference between GAAP income and taxable income by approximately $2 million per year over such period.
At December 31, 2011 and December 31, 2010 there were no intercompany balances with our affiliates.
The Companys debt obligations consist of the following:
As of December 31, 2011 |
As of December 31, 2010 |
|||||||
Convertible Senior Notes, due March 15, 2016 | $ | 60,000,000 | $ | | ||||
Secured credit facility, due February 28, 2011(1) | $ | | $ | 86,746,582 |
(1) | February 28, 2011 was the maturity date as established by a Forbearance and Settlement Agreement dated September 20, 2010 |
At December 31, 2010, the Company had a secured credit facility with an outstanding balance of $86,746,582.
On January 31, 2011, the Company repaid in full the outstanding balance under this facility, resulting in the lenders release to the Company of approximately $73 million of collateral previously securing the facility and their payment of a $2 million cash settlement to the Company.
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On March 16, 2011, the Company issued $55 million in aggregate principal amount of unsecured 8.75% convertible senior notes due 2016 (Convertible Senior Notes). On March 23, 2011, pursuant to an over-allotment option, the Company issued an additional $5 million of such Convertible Senior Notes for a total of $60 million in aggregate principal amount. The net proceeds for the Convertible Senior Notes, following underwriting expenses, were approximately $57.7 million. Interest on the Convertible Senior Notes is paid semi-annually in arrears on March 15 and September 15, at a rate of 8.75%, commencing September 15, 2011. The Notes mature on March 15, 2016 unless converted earlier. The Convertible Senior Notes are senior unsecured obligations of the Company.
The Convertible Senior Notes are convertible into shares of Companys common stock based on an initial conversion rate of 118.5255 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $8.44 per share of common stock. The conversion rate will be subject to adjustment upon certain events.
Upon conversion, unless a holder converts after a record date for an interest payment but prior to the corresponding interest payment date, the holder will receive a separate cash payment with respect to the Convertible Senior Notes surrendered for conversion representing accrued and unpaid interest to, but not including the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Convertible Senior Notes.
No holder of Convertible Senior Notes will be entitled to receive shares of the Companys common stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of the Companys common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change. The Company will not issue any shares in connection with the conversion or redemption of the Convertible Senior Notes which would equal or exceed 20% of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.
Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Convertible Senior Notes upon a fundamental change at a price equal to 100% of the principal amount of the Convertible Senior Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.. In addition, in the case of certain fundamental changes and without duplication of the foregoing amount, the Company will also pay holders an amount in cash (or, in certain circumstances, shares of the Companys common stock) equal to the present value of the remaining interest payments on such notes through, and including, the maturity date.
In connection with the issuance of the Convertible Senior Notes, the Company incurred approximately $2.4 million of debt offering costs which are being amortized over the term of the facility on a straight-line basis, which approximates the effective yield method, of which approximately $2.0 million remains to be amortized.
The Convertible Senior Notes have been analyzed for any features that would require its accounting to be bifurcated. There are no features that require accounting to be bifurcated, and as a result, they are recorded as a liability at their contractual amounts.
For the period from March 11, 2011 (the date of issuance of the notes) to December 31, 2011, the Company recorded approximately $4.5 million of interest costs and amortization of financing costs as interest expense.
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Fair Value of Convertible Senior Notes. The Company carries the Convertible Senior Notes at cost. The Convertible Senior Notes were issued in a private placement and there is no active trading of these notes. The fair value of the Companys outstanding Convertible Senior Notes was approximately $55.2 million at December 31, 2011. The fair value was determined based on the average of indicative bid and offer pricing for the Convertible Senior Notes.
Effective December 11, 2006, the Company elected to be treated as a RIC under the Code and adopted a December 31 calendar year end. As a RIC, the Company is not subject to federal income tax on the portion of its taxable income and gains distributed currently to its stockholders as a dividend. The Companys quarterly dividends, if any, are determined by the Board of Directors. The Company anticipates distributing at least 90% of its taxable income and gains, within the Subchapter M rules, and thus the Company anticipates that it will not incur any federal or state income tax at the RIC level. As a RIC, the Company is also subject to a federal excise tax based on distributive requirements of its taxable income on a calendar year basis (e.g., calendar year 2011). Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income, to the extent required. The Company anticipates timely distribution of its taxable income within the tax rules, and the Company anticipates that it will not incur a US federal excise tax for the calendar year 2011.
The following reconciles net decrease in shareholders equity resulting from operations to taxable income for the year ended December 31, 2011:
Year Ended December 31, | ||||||||
2011 | 2010 | |||||||
Net increase (decrease) in stockholders' equity resulting from operations | $ | 7,649,544 | $ | (14,288,677 | ) | |||
Net change in unrealized (appreciation) depreciation from investments | (10,106,949 | ) | 8,322,812 | |||||
Excess capital losses over capital gains | 18,476,608 | 17,862,984 | ||||||
Income not on GAAP books currently taxable | 85,608 | 241,110 | ||||||
Income not currently taxable | (89,793 | ) | (76,990 | ) | ||||
Expenses not currently deductible | (120,240 | ) | 347,883 | |||||
Expenses not on GAAP books currently deductible | (3,978 | ) | (3,978 | ) | ||||
Taxable income before deductions for distributions | $ | 15,890,800 | $ | 12,405,144 | ||||
Taxable income before deductions for distributions per weighted average shares for the period | $ | 0.69 | $ | 0.55 |
Taxable income differs from net increase (decrease) in stockholders equity resulting from operations primarily due to: (1) unrealized appreciation (depreciation) on investments, as investment gains and losses are not included in taxable income until they are realized; (2) amortization of discount on CLO Fund Securities; (3) amortization of organizational costs; (4) non-deductible expenses; (5) stock compensation expense that is not currently deductible for tax purposes; (6) excess of capital losses over capital gains; and (7) recognition of interest income on certain loans.
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Distributions which exceed tax distributable income (tax net investment income and realized gains, if any) are reported as distributions of paid-in capital (i.e., return of capital). The tax character of distributions paid during the years ended December 31, 2011, 2010, and 2009 was as follows:
Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
Distributions paid from: |
||||||||||||
Ordinary income | $ | 15,890,800 | $ | 12,405,144 | $ | 19,869,708 | ||||||
15,890,800 | 12,405,144 | 19,869,708 | ||||||||||
(Under distribution) Return of Capital | (114,461 | ) | 2,817,067 | 333,017 | ||||||||
$ | 15,776,339 | $ | 15,222,211 | $ | 20,202,725 |
As of December 31, 2011 and 2010, the components of accumulated earnings on a tax basis were as follows:
Year Ended December 31, | ||||||||
2011 | 2010 | |||||||
Distributable ordinary income | $ | 947,068 | $ | 818,664 | ||||
Capital loss carryforward | (50,501,419 | ) | (32,024,811 | ) | ||||
Net unrealized depreciation | (52,478,555 | ) | (62,585,504 | ) |
At December 31, 2011, the Company had a net capital loss carryforward of $51 million to offset net capital gains, to the extent provided by federal tax law. The capital loss carryforward will begin to expire in the tax year ending December 31, 2015.
The Company adopted Financial Accounting Standards Board ASC Topic 740 Accounting for Uncertainty in Income Taxes (ASC 740) as of January 1, 2007. ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Companys tax returns to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. The Company recognizes the tax benefits of uncertain tax positions only where the position is more likely than not to be sustained assuming examination by tax authorities. Management has analyzed the Companys tax positions, and has concluded that no liability for unrecognized tax benefits should be recorded related to uncertain tax positions taken on returns filed for open tax years (the last three fiscal years) or expected to be taken in the Companys current year tax return. The Company identifies its major tax jurisdictions as U.S. Federal and New York State, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. The adoption of ASC 740 did not have an effect on the financial position or results of operations of the Company as there was no liability for unrecognized tax benefits and no change to the beginning capital of the Company. Managements determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof.
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the needs of the Companys investment in portfolio companies. Such instruments include commitments to extend credit and may involve, in varying degrees, elements of credit risk in excess of amounts recognized on the Companys balance sheet. Prior to extending such credit, the Company attempts to limit its credit risk by conducting extensive due diligence, obtaining collateral where necessary and negotiating appropriate financial covenants. As of both December 31, 2011 and December 31, 2010, the Company had committed to make a total of approximately $2 million of investments in various revolving senior secured
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loans, of which approximately $0 had been funded as of December 31, 2011 and $1 million had been funded as of December 31, 2010. As of December 31, 2011 and December 31, 2010, the Company had committed to make no investments in delayed draw senior secured loans.
The Company and certain directors and officers were named as defendants in three putative class actions pending in the Southern District of New York brought by stockholders of the Company and filed in December 2009 and January 2010. The complaints in these three actions alleged violations of Sections 10 and 20 of the Exchange Act based on the Companys disclosures of its year-end 2008 and first- and second-quarter 2009 financial statements. The federal court consolidated the three lawsuits and appointed a lead plaintiff under the Private Securities Litigation Reform Act on March 21, 2011, and lead plaintiff filed a consolidated amended complaint on May 11, 2011. The Company moved to dismiss the consolidated amended complaint. On July 28, 2011, the Court granted that motion and dismissed the consolidated amended complaint, giving the plaintiff until August 22, 2011 to file any further amended complaint. Lead plaintiff filed a second amended consolidated class action complaint on August 22, 2011, which defendants moved to dismiss. The Court dismissed that complaint with prejudice on October 7, 2011. The time for that Lead plaintiff to appeal the dismissal has now passed.
In addition, the Company and certain directors and officers were also named as defendants in a derivative action filed on March 2, 2010 in the Supreme Court of New York, County of New York. The complaint in this action purported to state causes of action for breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and corporate waste. On October 20, 2010, the court dismissed the complaint, and found, among other things, that the plaintiff had not alleged that any of the Companys directors knowingly misrepresented or permitted others to misrepresent KCAPs financial condition, or that the directors were confronted with red flags sufficient to put them on notice of potential problems with KCAPs investment valuations so as to excuse plaintiffs requirement under Delaware law to make a demand on KCAPs board before filing suit. On January 12, 2011, the court entered the final judgment dismissing the complaint. While plaintiff filed a timely notice of appeal, the time to perfect that appeal expired in November.
On January 11, 2010, the staff of the SECs Division of Enforcement informed the Company that it was conducting an informal inquiry. The focus of the inquiry concerns the valuation methodology and procedures used by the Company to value its investments. On April 30, 2010, the SEC Staff advised the Company that a formal order of private investigation had been issued and that the informal inquiry was now a formal investigation. A subpoena has been issued to the Company in connection with the formal investigation. The subpoena requests that the Company produce documents that primarily relate to the valuation methodology and procedures used by the Company to value its investments. Since January 2010, the Company has been providing documents in response to the informal inquiry and the subpoena, and the SEC Staff has taken testimony from Company representatives. The Company is cooperating fully with the SEC Staffs investigation. The Company cannot predict the outcome of, or the time frame for, the conclusion of this investigation.
On April 28, 2008 the Company completed a rights offering which resulted in the issuance of 3.1 million common shares and net proceeds of approximately $27 million. During the year ended December 31, 2011 and December 31, 2010, the Company issued 141,278 and 301,663 shares, respectively, of common stock under its dividend reinvestment plan. For the year ended December 31, 2011, the Company issued 90,805 shares of restricted stock for which 3,668 shares were forfeited and 96,122 shares were converted to common stock during the year due to vesting. The total number of shares issued and outstanding as of December 31, 2011 was and 22,992,211, respectively and shares issued and outstanding as of December 31, 2010 was 22,767,130.
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During 2006 and as amended in 2008, the Company established an equity incentive plan (the Plan) and reserved 2,000,000 shares of common stock for issuance under the Plan. The purpose of the Plan is to provide officers and prospective employees of the Company with additional incentives and align the interests of its employees with those of its shareholders. Options granted under the Plan are exercisable at a price equal to the fair market value (market closing price) of the shares on the day the option is granted. Restricted stock granted under the Plan is granted at a price equal to the fair market value (market closing price) of the shares on the day such restricted stock is granted.
During the years ended December 31, 2009, and December 31, 2010, 20,000 options per year were granted to non-employee directors as partial annual compensation for their services as director. Each of these annual options grants have a vesting period by which 50% of such options vest on the grant date and 50% vest on the first grant date anniversary. The exercise price of these grants and other characteristics of these grants are as follows:
Options granted for the year ended: | Exercise Price |
Exercise Period (years) |
Risk Free Rate |
Volatility Rate |
Weighted Average Grant Date Fair Value per Share |
|||||||||||||||
December 31, 2009 | $ | 4.93 | 10 | 4.3 | % | 41 | % | $ | 0.90 | |||||||||||
December 31, 2010 | $ | 4.83 | 10 | 3.1 | % | 59 | % | $ | 1.46 |
On June 10, 2011, the Companys shareholders approved the Amended and Restated Non-Employee Director Plan. Accordingly, the previous annual grant of 20,000 options to non-employee directors was discontinued and replaced with an annual grant of 4,000 shares of restricted stock as partial annual compensation for the services of the non-employee directors.
Information with respect to options granted, exercised and forfeited under the Plan for the period January 1, 2010 through December 31, 2011 is as follows:
Shares | Weighted Average Exercise Price per Share |
Weighted Average Contractual Remaining Term (years) |
Aggregate Intrinsic Value(1) |
|||||||||||||
Options outstanding at January 1, 2010 | 40,000 | $ | 8.45 | |||||||||||||
Granted | 20,000 | $ | 4.83 | |||||||||||||
Exercised | | $ | | |||||||||||||
Forfeited | | $ | | |||||||||||||
Options outstanding at December 31, 2010 | 60,000 | $ | 7.24 | |||||||||||||
Granted | | $ | | |||||||||||||
Exercised | | $ | | |||||||||||||
Forfeited | | $ | | |||||||||||||
Outstanding at December 31, 2011 | 60,000 | $ | 7.24 | 7.5 | $ | 57,200 | ||||||||||
Total vested at December 31, 2011 | 60,000 | $ | 7.24 | 7.5 |
(1) | Represents the difference between the market value of shares of the Company upon exercise of the options at December 31, 2011 and the cost for the option holders to exercise the options. |
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For the year ended December 31, 2011, 20,000 options with a weighted average grant date fair value of $4.88 vested during the period and 50,000 options issued at a weighted average grant date fair value of $7.73 remained unvested. For the year ended December 31, 2010, 10,000 options with a weighted average grant date fair value of $4.83 vested during the period and 60,000 options issued at a grant date fair value of $7.24 weighted average remained unvested.
The Company uses a Binary Option Pricing Model (American, call option) to establish the expected value of all stock option grants. For the year ended December 31, 2011, the Company recognized non-cash compensation expense related to stock options of approximately $8,000. For the year ended December 31, 2010, the Company recognized non-cash compensation expense related to stock options of approximately $25,000. For the year ended December 31, 2009, the Company recognized non-cash compensation expense related to stock options of approximately $21,000. At December 31, 2011, the Company had no remaining compensation cost related to unvested stock-based awards.
On June 13, 2008, the Companys shareholders approved the Plan, as amended and the Board of Directors approved the grant of awards of 100,250 shares of restricted stock to certain executive officers of the Company. On October 7, 2011 and July 22, 2010, the Board of Directors approved the grant of an additional 86,805 and 103,519 shares of restricted stock, respectively, to a certain executive officer of the Company. Such awards of restricted stock will vest as to 50% of the shares on the third anniversary of the grant date and the remaining 50% of the shares on the fourth anniversary of the grant date.
On June 13, 2008, the Companys Board of Directors authorized the Company to allow employees who agree to cancel options that they hold to receive shares of the Company's common stock to receive 1 share of restricted stock for every 5 options so cancelled. The shares of restricted stock received by employees through any such transaction will vest annually generally over the remaining vesting schedule as was applicable to the cancelled options. Subsequently, employees holding options to purchase 1,295,000 shares individually entered into agreements to cancel such options and to receive 259,000 shares of restricted stock. As of December 31, 2011, 233,998 of such shares were vested and converted to common shares. The remaining 25,002 shares have been forfeited.
On June 10, 2011, the Companys shareholders approved the Amended and Restated Non-Employee Director Plan, and the Board of Directors approved the grant of awards of 4,000 shares of restricted stock to the non-employee directors of the Company as partial annual compensation for their services as director. Such awards of restricted stock will vest as to 50% of the shares on the grant date and the remaining 50% of the shares on the first anniversary of the grant date.
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During the year ended December 31, 2011, 96,122 shares of restricted stock were vested and converted to common shares. As of December 31, 2011, after giving effect to these option cancellations and restricted stock awards, there were options to purchase 60,000 shares of common stock outstanding and there were 327,339 shares of restricted stock outstanding. Information with respect to restricted stock granted, exercised and forfeited under the Plan for the period January 1, 2009 through December 31, 2011 is as follows:
Non-Vested Restricted Shares |
Weighted Average Exercise Price per Share |
|||||||
Non-vested shares outstanding at December 31, 2009 | 302,139 | $ | 9.63 | |||||
Granted | 103,519 | $ | 4.83 | |||||
Vested | (64,667 | ) | $ | 10.39 | ||||
Forfeited | (4,667 | ) | $ | 9.82 | ||||
Non-vested shares outstanding at December 31, 2010 | 336,324 | $ | 8.01 | |||||
Granted | 90,805 | $ | 8.11 | |||||
Vested | (96,122 | ) | $ | 11.16 | ||||
Forfeited | (3,668 | ) | $ | 9.67 | ||||
Outstanding at December 31, 2011 | 327,339 | $ | 6.46 | |||||
Total non-vested shares at December 31, 2011 | 327,339 | $ | 6.46 |
For the year ended December 31, 2011, non-cash compensation expense related to restricted stock was approximately $766,000; of this amount approximately $677,000 was expensed at the Company and approximately $89,000 was a reimbursable expense allocated to Katonah Debt Advisors. For the year ended December 31, 2010, non-cash compensation expense related to restricted stock was approximately $894,000; of this amount approximately $654,000 was expensed at the Company and approximately $240,000 was a reimbursable expense allocated to Katonah Debt Advisors. For the year ended December 31, 2009 non-cash compensation expense related to restricted stock was approximately $890,000; of this amount approximately $609,000 was expensed at the Company and approximately $281,000 was a reimbursable expense allocated to Katonah Debt Advisors.
Dividends are paid on all outstanding shares of restricted stock, whether or not vested. In general, shares of unvested restricted stock are forfeited upon the recipients termination of employment. At December 31, 2011, the Company had approximately $1 million of total unrecognized compensation cost related to nonvested share-based awards. That cost is expected to be recognized over a weighted average period of 2.3 years.
The Company adopted a 401(k) plan (401K Plan) effective January 1, 2007. The 401K Plan is open to all full time employees. The Plan permits an employee to defer a portion of their total annual compensation up to the Internal Revenue Service annual maximum based on age and eligibility. The Company makes contributions to the 401K Plan of up to 2.67% of the employees first 74.9% of maximum eligible compensation, which fully vest at the time of contribution. For the years ended December 31, 2011 and 2010, the Company made contributions to the 401K Plan of approximately $23,000 and $29,000, respectively.
The Company has also adopted a deferred compensation plan (Profit-Sharing Plan) effective January 1, 2007. Employees are eligible for the Profit-Sharing Plan provided that they are employed and working with the Company for at least 100 days during the year and remain employed as of the last day of the year. Employees do not make contributions to the Profit-Sharing Plan. On behalf of the employee, the Company may contribute to the Profit-Sharing Plan 1) up to 8.0% of all compensation up to the Internal Revenue Service annual maximum and 2) up to 5.7% excess contributions on any incremental amounts above the social security wage base limitation and up to the Internal Revenue Service annual maximum. Employees vest 100%
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in the Profit-Sharing Plan after five years of service. For the year ended December 31, 2011, the Company made contributions of approximately $139,000 to the Profit-Sharing Plan.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Fair Value Measurements: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements (ASU 2011-04). ASU 2011-04 amends Topic 820 to clarify existing fair value measurement disclosures to (1) specifically provide quantitative information about the significant unobservable inputs used for all level 3 measurements and (2) disclose any transfers between levels 1 and 2 of the fair value hierarchy, not just significant transfers. ASU 2011-04 also requires a number of additional disclosures regarding fair value measurements. Specifically, ASU 2011-04 requires entities to disclose: (1) a qualitative discussion about the sensitivity of recurring level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs; (2) a description of the Companys valuation processes surrounding level 3 measurements; (3) information about when the current use of a non-financial asset measured at fair value differs from its highest and best use; and (4) the hierarchy classification for items whose fair value is not recorded on the balance sheet but is disclosed in the notes. ASU 2011-04 amends Topic 820 to change the fair value measurement of financial instruments and the application of premiums and discounts in a fair value measurement. ASU 2011-04 also clarifies existing fair value measurement regarding the concepts of valuation premise, the application of the highest and best use, and the fair value measurement of an instrument classified in an entitys shareholders equity. The adoption of ASU 2011-04 is not expected to have an effect on the Companys current fair value measurements but is expected to have a significant impact on the Companys disclosures related to the assets and liabilities of its consolidated investment products that are classified as level 3 assets within the fair value hierarchy. The amendments to Topic 820 made by ASU 2011-04 are effective for interim and annual periods beginning on or after December 15, 2011. As such, these disclosure changes will be required in the Companys Form 10-Q for the three months ended March 31, 2012.
Q1 2011 | Q2 2011 | Q3 2011 | Q4 2011 | |||||||||||||
Total interest and related portfolio income | $ | 7,346,660 | $ | 6,293,311 | $ | 7,260,030 | $ | 7,106,522 | ||||||||
Net investment income | $ | 5,007,602 | $ | 2,900,004 | $ | 4,047,546 | $ | 4,064,052 | ||||||||
Net increase (decrease) in net assets resulting from operations | $ | 9,604,633 | $ | 873,829 | $ | (1,485,255 | ) | $ | (1,343,663 | ) | ||||||
Net increase (decrease) in net assets resulting from operations per share basic | $ | 0.43 | $ | 0.04 | $ | (0.07 | ) | $ | (0.06 | ) | ||||||
Net increase (decrease) in net assets resulting from operations per share diluted | $ | 0.43 | $ | 0.04 | $ | (0.07 | ) | $ | (0.06 | ) | ||||||
Net investment income per share basic | $ | 0.22 | $ | 0.13 | $ | 0.18 | $ | 0.18 | ||||||||
Net investment income per share diluted | $ | 0.22 | $ | 0.13 | $ | 0.18 | $ | 0.18 |
F-45
Q1 2010 | Q2 2010 | Q3 2010 | Q4 2010 | |||||||||||||
Total interest and related portfolio income | $ | 6,963,826 | $ | 7,382,805 | $ | 8,091,217 | $ | 6,916,015 | ||||||||
Net investment income | $ | 2,578,494 | $ | 297,198 | $ | 3,831,270 | $ | 5,190,156 | ||||||||
Net increase (decrease) in net assets resulting from operations | $ | 1,594,909 | $ | (5,690,916 | ) | $ | (3,319,312 | ) | $ | (6,873,359 | ) | |||||
Net increase (decrease) in net assets resulting from operations per share basic and diluted | $ | 0.07 | $ | (0.26 | ) | $ | (0.15 | ) | $ | (0.31 | ) | |||||
Net increase (decrease) in net assets resulting from operations per share diluted | $ | 0.07 | $ | (0.26 | ) | $ | (0.15 | ) | $ | (0.31 | ) | |||||
Net investment income per share basic | $ | 0.12 | $ | 0.01 | $ | 0.17 | $ | 0.23 | ||||||||
Net investment income per share diluted | $ | 0.12 | $ | 0.01 | $ | 0.17 | $ | 0.23 |
On February 24, 2012, the Company entered into a Note Purchase Agreement (the Note Purchase Agreement) with Credit Suisse AG, Cayman Islands Branch (CS), Credit Suisse Securities (USA) LLC, as arranger, The Bank of New York Mellon Trust Company, National Association, as collateral administrator and collateral agent (BNYM), and KCAP Funding, a special-purpose bankruptcy remote wholly-owned subsidiary of the Company (KCAP Funding), whereby KCAP Funding purchased a portfolio of senior secured term loans (the Collateral Debt Obligations), the purchase of which was financed by the issuance of (a) a senior note in an aggregate principal amount of $30.0 million, issued to CS in exchange for $30.0 million in cash and (b) a junior note in an aggregate principal amount of $12.5 million, issued to the Company in exchange for the sale by the Company to KCAP Funding of the Collateral Debt Obligations. Pursuant to the Note Purchase Agreement, the Company has agreed to act as Portfolio Manager on behalf of KCAP Funding and CS of the Collateral Debt Obligations, and has granted a security interest to KCAP Funding in all of the Companys right to receive certain management fees, and KCAP Funding granted to CS a security interest in, among other things, the Collateral Debt Obligations and its rights to receive the management fees pledged to it by the Company. In its capacity as Portfolio Manager, the Company also entered into a Collateral Administration Agreement, dated as of February 24, 2012, with KCAP Funding, CS and BNYM, as collateral administrator and collateral agent, whereby BNYM will, among other things, hold the collateral on behalf of CS, as secured party, administer the Collateral Debt Obligations and perform certain other administrative obligations.
On February 29, 2012, the Company completed the acquisition of Trimaran Advisors, L.L.C. (Trimaran) through a newly-formed, wholly-owned subsidiary of the Company. The aggregate consideration paid for all of the outstanding equity interests in Trimaran consisted of $13.0 million in cash and 3,600,000 shares of common stock, par value $0.01 per share, of the Company. Trimaran manages four CLO Funds with aggregate assets under management of approximately $1.5 billion. Contemporaneously with the acquisition, the Company also acquired the subordinated or preferred share interests in certain CLO Funds managed by Trimaran for an aggregate cash purchase price of $12.0 million.
F-46
S-1
Member of
Katonah Debt Advisors
Katonah Debt Advisors, L.L.C.
We have audited the accompanying combined balance sheets of Katonah Debt Advisors, L.L.C., and affiliates, Katonah Management Holding, LLC, Katonah X Management LLC, Katonah 2007-I Management LLC, Katonah Scotts Cove Capital Management LLC, Katonah VII CLO Ltd., Katonah VIII CLO Ltd., Katonah IX CLO Ltd., Katonah X CLO Ltd., and Katonah 2007-I CLO, Ltd., (a Delaware corporation) (collectively, the Company) as of December 31, 2011 and 2010, and the related combined statements of operations, changes in members equity, and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Katonah Debt Advisory, L.L.C. and affiliates as of December 31, 2011 and 2010, and the results of their operations, changes in members equity and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
New York, New York
March 15, 2012
S-2
As of December 31, 2011 |
As of December 31, 2010 |
|||||||
ASSETS |
||||||||
Investments of CLO Funds at fair value | $ | 1,768,088,977 | $ | 1,741,497,876 | ||||
Cash | 6,364,939 | 4,497,282 | ||||||
Restricted cash of CLO Funds | 71,888,141 | 137,546,770 | ||||||
Accrued management fees receivable | | 198,521 | ||||||
Accrued interest receivable | 8,065,586 | 7,968,701 | ||||||
Deferred tax asset | 383,348 | | ||||||
Other assets | 722,440 | 2,874,698 | ||||||
Total assets | $ | 1,855,513,431 | $ | 1,894,583,848 | ||||
LIABILITIES |
||||||||
CLO Fund liabilities at fair value | $ | 1,727,560,760 | $ | 1,717,378,071 | ||||
Accrued interest expense | 7,676,896 | 6,231,024 | ||||||
Payable for open trades | 15,454,626 | 32,235,824 | ||||||
Accounts payable and accrued expenses | 2,749,899 | 2,481,610 | ||||||
Deferred tax liability | | 182,585 | ||||||
Total liabilities | $ | 1,753,442,181 | $ | 1,758,509,114 | ||||
MEMBER'S EQUITY |
||||||||
Member's contributions | $ | 12,933,258 | $ | 12,112,655 | ||||
Accumulated earnings (deficit) | (6,707,276 | ) | (5,548,487 | ) | ||||
Total Katonah Debt Advisors L.L.C. equity | 6,225,982 | 6,564,168 | ||||||
Appropriated retained earnings of Consolidated Variable Interest Entities | 95,845,268 | 129,510,566 | ||||||
Total member's equity | 102,071,250 | 136,074,734 | ||||||
Total liabilities and member's equity | $ | 1,855,513,431 | $ | 1,894,583,848 |
See accompanying notes to combined financial statements.
S-3
For the Year Ended December 31, | ||||||||||||
2011 | 2010 | 2009 | ||||||||||
(unaudited) | ||||||||||||
Income |
||||||||||||
Interest income investments of CLO Funds | $ | 68,772,354 | $ | 63,504,932 | $ | | ||||||
Interest income cash and time deposits | 72,372 | 81,297 | 17,617 | |||||||||
Management and incentive fees | 448,790 | 1,376,108 | 10,158,056 | |||||||||
Fee income investments of CLO Funds | 3,769,889 | 2,318,083 | | |||||||||
Other income | 7,231 | 24,244 | 6,897 | |||||||||
Total income | 73,070,636 | 67,304,664 | 10,182,570 | |||||||||
Expenses |
||||||||||||
Interest expense of CLO Fund liabilities | 55,650,280 | 36,043,196 | | |||||||||
Compensation | 5,399,450 | 6,557,730 | 6,497,776 | |||||||||
Insurance | 469,089 | 403,171 | 372,531 | |||||||||
Professional fees | 990,307 | 2,262,786 | 382,506 | |||||||||
Administrative and other | 1,429,837 | 1,609,358 | 1,110,023 | |||||||||
Trustee fees | 540,683 | 545,326 | | |||||||||
Total expenses | 64,479,646 | 47,421,567 | 8,362,836 | |||||||||
Net realized and unrealized gain (loss) | (41,726,392 | ) | (29,488,314 | ) | | |||||||
Net income (loss) before tax | (33,135,402 | ) | (9,605,217 | ) | 1,819,734 | |||||||
Income tax expense (benefit) | (221,315 | ) | 873,901 | 1,228,518 | ||||||||
Net income (loss) | (32,914,087 | ) | (10,479,118 | ) | 591,216 | |||||||
Net income (loss) attributable to noncontrolling interests in consolidated Variable Interest Entities | (33,665,298 | ) | (11,002,220 | ) | | |||||||
Net income (loss) attributable to Katonah Debt Advisors, L.L.C. | $ | 751,211 | $ | 523,102 | $ | 591,216 |
See accompanying notes to combined financial statements.
S-4
Member's Contributions |
Accumulated Earnings (Deficit) |
Appropriated Retained Earnings of Variable Interest Entities |
Total Member's Equity |
|||||||||||||
Total at January 1, 2009 (unaudited) | $ | 4,748,421 | $ | (2,162,805) | $ | | $ | 2,585,616 | ||||||||
Net income (loss) (unaudited) | | 591,216 | | 591,216 | ||||||||||||
Contributions (unaudited) | 3,600,016 | | | 3,600,016 | ||||||||||||
Total at December 31, 2009 (unaudited) | 8,348,437 | (1,571,589) | | 6,776,848 | ||||||||||||
Adoption of guidance now encompassed in ASC Topic 810 | | | 140,512,786 | 140,512,786 | ||||||||||||
January 1, 2010, as adjusted | 8,348,437 | (1,571,589 | ) | 140,512,786 | 147,289,634 | |||||||||||
Net income (loss) | | 523,102 | | 523,102 | ||||||||||||
Contributions | 3,764,218 | | | 3,764,218 | ||||||||||||
Distributions | | (4,500,000 | ) | | (4,500,000 | ) | ||||||||||
Net income (loss) classified as appropriated retained earnings | | | (11,002,220 | ) | (11,002,220 | ) | ||||||||||
Total at December 31, 2010 | 12,112,655 | (5,548,487) | 129,510,566 | 136,074,734 | ||||||||||||
Net income (loss) | | 751,211 | | 751,211 | ||||||||||||
Distributions | (34,640 | ) | (1,910,000 | ) | | (1,944,640 | ) | |||||||||
Contributions | 855,243 | | | 855,243 | ||||||||||||
Net income (loss) classified as appropriated retained earnings | | | (33,665,298 | ) | (33,665,298 | ) | ||||||||||
Total at December 31, 2011 | $ | 12,933,258 | $ | (6,707,276) | $ | 95,845,268 | $ | 102,071,250 |
See accompanying notes to combined financial statements.
S-5
Year Ended December 31, | ||||||||||||||||||||||||
2011 | 2010 | 2009 (unaudited) | ||||||||||||||||||||||
Katonah Debt Advisors, L.L.C. cash |
Katonah Debt Advisors CLO Restricted Cash |
Katonah Debt Advisors, L.L.C. cash |
Katonah Debt Advisors CLO Restricted Cash |
Katonah Debt Advisors, L.L.C. cash |
Katonah Debt Advisors CLO Restricted Cash |
|||||||||||||||||||
OPERATING ACTIVITIES: |
||||||||||||||||||||||||
Net income (loss) attributable to Katonah Debt Advisors | $ | 751,211 | | $ | 523,102 | | $ | 591,216 | | |||||||||||||||
Net income (loss) attributable to Variable Interest Entities | | $ | (33,665,298 | ) | | $ | (11,002,220 | ) | | | ||||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||||||||||||||||||
Net change in deferred tax assets | (565,933 | ) | | 620,648 | | (63,285 | ) | | ||||||||||||||||
Net realized and unrealized loss | 1,808,520 | 39,917,872 | | 29,488,314 | | | ||||||||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||||||||||
Decrease (increase) in accrued management fees receivable | 190,826 | 7,694 | 3,849,962 | (3,878,142 | ) | (2,265,122 | ) | | ||||||||||||||||
Decrease (increase) in accrued interest receivable | (13 | ) | (96,872 | ) | 3 | (2,348,135 | ) | 243 | | |||||||||||||||
Decrease receivable for open trades | | | | 1,855,000 | | | ||||||||||||||||||
Decrease (increase) in other assets | 78,190 | (131,130 | ) | 283,247 | 9,039 | 510,312 | | |||||||||||||||||
Increase (decrease) in accounts payable and accrued expenses | 444,253 | (29,284 | ) | (369,846 | ) | (31,487 | ) | (4,639,838 | ) | | ||||||||||||||
Increase (decrease) in payable for open trades | | (16,781,198 | ) | | 13,508,283 | | | |||||||||||||||||
Increase (decrease) in accrued interest expense | | 1,445,871 | | 2,503,203 | | | ||||||||||||||||||
Net cash provided by (used in) operating activities | 2,707,054 | (9,332,345 | ) | 4,907,116 | 30,103,855 | (5,866,474 | ) | | ||||||||||||||||
Investing activities: |
||||||||||||||||||||||||
Change in Investments: |
||||||||||||||||||||||||
Purchase of investments | | (836,925,087 | ) | | (646,646,273 | ) | | | ||||||||||||||||
Sale of investments | | 77,790,466 | | 117,530,020 | | | ||||||||||||||||||
Proceeds from sale and redemption of investments | 250,000 | 704,008,337 | | 532,448,082 | | | ||||||||||||||||||
Net cash provided by (used in) investing activities | 250,000 | (55,126,284 | ) | | 3,331,829 | | | |||||||||||||||||
Financing Activities: |
||||||||||||||||||||||||
Members contributions | 855,243 | | 3,764,218 | | 3,600,016 | | ||||||||||||||||||
Members distributions | (34,640 | ) | | | | | | |||||||||||||||||
Dividends paid in cash | (1,910,000 | ) | | (4,500,000 | ) | | | | ||||||||||||||||
Repayments of Debt | | (1,200,000 | ) | | (9,821,734 | ) | | | ||||||||||||||||
Net cash provided by (used in) financing activities | (1,089,397 | ) | (1,200,000 | ) | (735,782 | ) | (9,821,734 | ) | 3,600,016 | | ||||||||||||||
CHANGE IN CASH | 1,867,657 | (65,658,629 | ) | 4,171,334 | 23,613,950 | (2,266,458 | ) | | ||||||||||||||||
CASH, BEGINNING OF YEAR | 4,497,282 | 137,546,770 | 325,948 | 113,932,820 | 2,592,406 | | ||||||||||||||||||
CASH, END OF YEAR | $ | 6,364,939 | $ | 71,888,141 | $ | 4,497,282 | $ | 137,546,770 | $ | 325,948 | | |||||||||||||
Supplemental Information: |
||||||||||||||||||||||||
Cash paid for interest | | $ | 54,204,409 | | $ | 33,539,993 | | |||||||||||||||||
Cash paid for taxes | $ | 40,500 | | $ | 477,904 | | $ | 579,944 |
See accompanying notes to combined financial statements.
S-6
Katonah Debt Advisors, L.L.C., and affiliates, Katonah Management Holding, LLC, Katonah X Management LLC, Katonah 2007-I Management LLC, Katonah Scotts Cove Capital Management LLC, Katonah VII CLO Ltd., Katonah VIII CLO Ltd., Katonah IX CLO Ltd., Katonah X CLO Ltd., and Katonah 2007-I CLO, Ltd. (collectively with its affiliates, Katonah Debt Advisors) manages collateralized loan obligation funds (CLO Funds) which invest in broadly syndicated loans, high-yield bonds and other credit instruments. Katonah Debt Advisors is wholly owned by Kohlberg Capital Corporation (Kohlberg Capital) which is an internally managed, non-diversified closed-end publically traded investment company that is regulated as a business development company (BDC) under the Investment Company Act of 1940. Katonah Debt Advisors does not have any investment interests in the CLO Funds it manages; however, Kohlberg Capital holds investments in a portion of the bonds issued by the CLO Funds managed by Katonah Debt Advisors.
Katonah Debt Advisors provides investment management services to CLO Funds, making day-to-day investment decisions concerning the assets of the CLO Funds. The CLO Funds managed by Katonah Debt Advisors consist exclusively of credit instruments and other securities issued by corporations and do not include any asset-backed securities secured by commercial mortgages, residential mortgages or other consumer borrowings. As of December 31, 2011, Katonah Debt Advisors had approximately $1.9 billion of assets under management in five CLO Funds.
The five CLO funds managed by Katonah Debt Advisors are considered to be variable interest entities (VIEs) for which Katonah Debt Advisors is the primary beneficiary are consolidated into the financial statements of Katonah Debt Advisors as discussed in Note 3 CLO Funds.
On January 2, 2008, the Katonah Debt Advisors platform acquired substantially all of the assets of Scotts Cove Capital Management LLC (Scotts Cove), an asset manager focused on an event-driven credit long short investment strategy. On February 28, 2011, Katonah Debt Advisors sold its interest in Scotts Cove to a third-party buyer controlled by a former Katonah Debt Advisors employee for a purchase price of $25,000 and the buyer entered into a Services Agreement, pursuant to which the buyer paid to Katonah Debt Advisors $225,000 for certain transitional services to be provided by Katonah Debt Advisors and agreed to pay an additional amount of $75,000 on each of the first and second anniversaries of the closing date (subject to, in the case of the first payment, deferment for up to one year under certain circumstances). During the year ended December 31, 2011, Katonah Debt Advisors recognized a loss of $1.8 million on the sale of Scotts Cove which is included in net realized and unrealized gain (loss) on the combined statements of operations.
In the opinion of management, the combined financial statements reflect all adjustments, consisting of normal recurring accruals, which are necessary for the fair presentation of the financial condition and results of operations for the periods presented. All significant intercompany transactions, balances, revenues and expenses are eliminated upon combination.
The preparation of the financial statements requires management to make significant estimates and assumptions that affect reported revenues, expenses, assets and liabilities and disclosure of contingent liabilities, including the fair value of CLO fund investments and CLO fund liabilities that do not have a readily available market value. Actual results could differ from those estimates, and the differences could be material.
The combined financial statements have been prepared in accordance with U.S. GAAP and include the financial statements of Katonah Debt Advisors and any VIEs required to be consolidated. A VIE is an entity that does not have sufficient equity to finance its operations without additional subordinated financial support, or an entity for which the risks and rewards of ownership are not directly linked to voting interests. Control is deemed to be present when the Parent holds a majority voting interest or otherwise has the power to govern
S-7
the financial and operating policies of the subsidiary or VIE so as to obtain the benefits from its activities. Katonah Debt Advisors provides investment management services to CLO Funds, making day-to-day investment decisions concerning the assets of the CLO Funds. All of the CLO Funds are considered to be VIEs as discussed in Note 3 CLO Funds.
Although Katonah Debt Advisors has no ownership interests in the CLO Funds it manages, Katonah Debt Advisors follows the provisions of Accounting Standards Codification (ASC) Topic 810, Consolidation, when accounting for VIEs further detailed below.
For CLO Funds, if Katonah Debt Advisors is deemed to have the power to direct the activities of the CLO that most significantly impact the CLOs economic performance, and the obligation to absorb losses/right to receive benefits (management fees and potential incentive fees) from the CLO that could potentially be significant to the CLO, then Katonah Debt Advisors is deemed to be the CLOs primary beneficiary and is required to consolidate the CLO.
All of the investments held and notes issued by CLO Funds considered to be VIEs are presented at fair value in Katonah Debt Advisors Combined Balance Sheet and interest income and expense of consolidated CLO Funds are presented in Katonah Debt Advisors Combined Statement of Operations. The surplus of consolidated CLO assets over CLO liabilities is reflected in Katonah Debt Advisors Combined Balance Sheets as retained earnings appropriated for investors in consolidated variable interest entities. Current period gains (losses) attributable to investors in consolidated CLOs are included in gains (losses) attributable to non-controlling interests in consolidated variable interest entities in the Combined Statement of Operations and in appropriated retained earnings of consolidated variable interest entities in the Consolidated Balance Sheets, as they are considered non-controlling interests of Katonah Debt Advisors.
Accounting Standards Codification. In June 2009, the Financial Accounting Standards Board (FASB) issued a pronouncement establishing the FASB Accounting Standards Codification (ASC) as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with GAAP. The ASC reorganized existing U.S. accounting and reporting standards issued by the FASB and other related private sector standard setters into a single source of authoritative accounting principles arranged by topic. The standard explicitly recognizes rules and interpretive releases of the Commission under federal securities laws as authoritative GAAP for SEC registrants. The ASC supersedes all existing U.S. accounting standards; all other accounting literature not included in the ASC (other than SEC guidance for publicly-traded companies) is considered non-authoritative. The ASC was effective on a prospective basis for interim and annual reporting periods ending after September 15, 2009. The adoption of the ASC changed the references to U.S. GAAP accounting standards but did not impact its results of operations, financial position or liquidity.
Investments of CLO Funds at Fair Value. Investment transactions are recorded on the applicable trade date. Realized gains or losses are determined using the specific identification method. Investments held by the CLO Funds are stated at fair value. ASC 820-10, Fair Value Measurements and Disclosures (ASC 820-10), requires among other things, disclosures about assets and liabilities that are measured and reported at fair value.
Hierarchy of Fair Value Inputs. The provisions of ASC 820-10 establish a hierarchy that prioritizes inputs to valuation techniques used to measure fair value and require companies to disclose the fair value of their financial instruments according to the fair value hierarchy (i.e., Level 1, 2 and 3 inputs, as defined). The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. Additionally, companies are required to provide additional disclosure regarding instruments in the Level 3 category (which have inputs to the valuation techniques that are unobservable and require significant management judgment), including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities.
S-8
Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:
Level 1 Inputs:
Quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date.
| Level 1 assets may include listed mutual funds (including those accounted for under the equity method of accounting as these mutual funds are investment companies, that have publicly available NAVs which in accordance with GAAP are calculated under fair value measures and are equal to the earnings of such funds), ETFs, equities and certain derivatives. |
Level 2 Inputs:
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; quotes from pricing services or brokers, for which Katonah Debt Advisors can determine that orderly transactions took place at the quoted price or that the inputs used to arrive at the price were observable; and inputs other than quoted prices that are observable, such as models or other valuation methodologies.
| Level 2 assets in this category may include debt securities, bank loans, short-term floating rate notes and asset-backed securities, restricted public securities valued at a discount, as well as over the counter derivatives, including interest and inflation rate swaps and foreign currency exchange contracts that have inputs to the valuations that generally can be corroborated by observable market data. |
Level 3 Inputs:
Unobservable inputs for the valuation of the asset or liability, which may include non-binding broker quotes. Level 3 assets include investments for which there is little, if any, market activity. These inputs require significant management judgment or estimation.
| Level 3 assets in this category may include general and limited partnership interests in private equity funds, funds of private equity funds, real estate funds, hedge funds, and funds of hedge funds, direct private equity investments held within consolidated funds, bank loans, bonds issued by CLO Funds and certain held for sale real estate disposal assets. |
| Level 3 liabilities included in this category include borrowings of consolidated collateralized loan obligations valued based upon non-binding broker quotes or discounted cash flow model based on a discount margin calculation. |
Significance of Inputs:
Katonah Debt Advisors assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
Valuation of Portfolio Investments. Debt and equity securities for which market quotations are readily available are generally valued at such market quotations. Debt and equity securities that are not publicly traded or whose market price is not readily available are valued based on detailed analyses prepared by management, and, in certain circumstances, may utilize third parties with valuation expertise. Katonah Debt Advisors follows the provisions of ASC 820-10. This standard defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. Fair Value Measurements and Disclosures defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent to the adoption of ASC 820-10, the FASB has issued various staff positions clarifying the initial standard as noted below.
S-9
In January 2010, the FASB issued guidance that clarifies and requires new disclosures about fair value measurements. The clarifications and requirement to disclose the amounts and reasons for significant transfers between Level 1 and Level 2, as well as significant transfers in and out of Level 3 of the fair value hierarchy, were adopted by Katonah Debt Advisors in 2010.
Fair Value Measurements and Disclosures requires the disclosure of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period.
Katonah Debt Advisors valuation methodology and procedures for investments held by the CLO Funds are generally as follows:
1. | For any asset which is also held by Kohlberg Capital on the applicable date, the Kohlberg Capital fair value mark as of such applicable date is used. |
2. | Each portfolio company or investment is cross-referenced to an independent pricing service to determine if a current market quote is available. The nature and quality of such quote is reviewed to determine reliability and relevance of the quote. Factors considered in this determination include whether the quote is from a transaction or is a broker quote, the date and aging of such quote, whether the transaction is arms-length, whether it is of a liquidation or distressed nature and certain other factors judged to be relevant by management within the framework of ASC 820-10. |
3. | If an investment does not have a market quotation on either a broad market exchange or from an independent pricing service, the investment is initially valued by Katonah Debt Advisors investment professionals responsible for the portfolio investment in conjunction with the portfolio management team. Generally, such fair values are determined by reference to public market or private transactions or valuations for comparable companies or assets in the relevant asset class and or industry when such amounts are available. Generally these valuations are derived by multiplying a key performance metric of the investee company or asset (e.g., EBITDA) by the relevant valuation multiple observed for comparable companies or transactions, adjusted by management for differences between the investment and the referenced comparable. If the fair value of such investments cannot be valued by reference to observable valuation measures for comparable companies, then the primary analytical method used to estimate the fair value is a discounted cash flow method and/or cap rate analysis. A sensitivity analysis is applied to the estimated future cash flows using various factors depending on the investment, including assumed growth rates (in cash flows), capitalization rates (for determining terminal values) and appropriate discount rates to determine a range of reasonable values or to compute projected return on investment. |
4. | Preliminary valuation conclusions are discussed and documented by management. |
5. | Illiquid loans, junior and mezzanine securities and investments in other CLO bonds are fair valued using models developed by management with applicable market assumptions. |
6. | Management discusses the valuations and determines in good faith that the fair values of each investment in the portfolio is reasonable based upon any applicable independent pricing service, input of management, and estimates from independent valuation firms (if any). |
Debt Securities. Most of the CLO Funds investment portfolio is composed of broadly syndicated debt securities for which an independent pricing service quote is available. To the extent that the investments are exchange traded and are priced or have sufficient price indications from normal course trading at or around the valuation date (financial reporting date), such pricing will determine fair value. Pricing service marks from third party pricing services may be used as an indication of fair value, depending on the volume and reliability of the marks, sufficient and reasonable correlation of bid and ask quotes, and, most importantly, the level of actual trading activity.
S-10
CLO Fund Securities. The CLO Funds managed by Katonah Debt Advisors may selectively invest in securities issued by funds managed by other asset management companies. For bond rated tranches of CLO Funds (those above the junior class) without transactions to support a fair value for the specific CLO Fund and tranche, fair value is based on discounting estimated bond payments at current market yields, which may reflect the adjusted yield on the leveraged loan index for similarly rated tranches, as well as prices for similar tranches for other CLO Funds and also other factors such as the default and recovery rates of underlying assets in the CLO Fund, as may be applicable. Such model assumptions may vary and incorporate adjustments for risk premiums and CLO Fund specific attributes. Such adjustments require judgment and may be material to the calculation of fair value.
Cash. Katonah Debt Advisors defines cash as demand deposits. Katonah Debt Advisors places its cash with financial institutions and, at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.
Restricted Cash of CLO Funds. Restricted cash consist of cash held for reinvestment, quarterly interest and principal distributions (if any) to holders of CLO Fund liabilities, and payment of CLO Fund expenses.
CLO Fund Liabilities at Fair Value. Katonah Debt Advisors has no debt; however the CLO Funds it manages and that are consolidated herein, have issued rated and unrated bonds to finance their operations. Debt is presented at fair value.
Interest Income. Interest income is recorded on the accrual basis on interest-bearing assets. The CLO Funds generally places a loan or security on non-accrual status and ceases recognizing cash interest income on such loan or security when a loan or security becomes 90 days or more past due or if Katonah Debt Advisors otherwise does not expect the debtor to be able to service its debt obligations. Non-accrual loans represented 0.23% and 0.63% of Investments of CLO Funds at fair value as of December 31, 2011 and December 31, 2010, respectively. The aggregate unpaid principal value of loans past due as of December 31, 2011 was approximately $28.0 million and the difference between fair value and the unpaid principal balance was approximately $24.1 million. The aggregate unpaid principal value of loans past due as of December 31, 2010 was approximately $47.9 million and the difference between fair value and the unpaid principal balance was approximately $36.9 million.
Management and Incentive Fees. As a manager of CLO Funds and the Scotts Cove Funds, Katonah Debt Advisors receives management fees and incentive fees, which are contractual interests that Katonah Debt Advisors earns based on assets under management, and a percentage of net profits (Scotts Cove Funds) and residual cash flows, subject to a specified relative and/or absolute investment (CLO Funds), respectively. Incentive fees may be earned by Katonah Debt Advisors upon exceeding specified relative and/or absolute investment return thresholds. Such fees are recorded upon completion of the measurement period which varies by CLO Fund. If incentive fees are paid upon reaching such investment return thresholds, they are not subject to claw-back provisions. At December 31, 2011, and December 31, 2010, Katonah Debt Advisors has not earned any incentive fees from the CLO Funds.
For the year ended December 31, 2009, Kohlberg Debt Advisors earned management fees of $10.2 million. For the years ended December 31, 2011 and 2010, Katonah Debt Advisors earned management fees and incentive fees from the Scotts Cove Funds of $500 thousand and $1.4 million respectively. The management fees Katonah Debt Advisors receives from the CLO Funds, which have two components a senior management fee and a subordinated management fee have been eliminated in consolidation for the years ended December 31, 2011 and 2010.
Fee Income. Fee income is earned upon the completion of transactions involving collateral assets in our CLO Funds and include, but are not limited to, restructuring fees, delayed closing fees, commitment fees and consent fees, which are recorded in the combined Financial Statements on the date the transactions are legally closed.
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Dividends to Member. Dividends payable to Katonah Debt Advisors sole member are recognized on the declaration date. Generally, dividends are declared and paid on a quarterly basis.
Expenses. Katonah Debt Advisors is internally managed and expenses costs, as incurred, with regard to the running of its operations. Primary operating expenses include employee salaries and benefits, the costs of identifying, evaluating, monitoring and servicing the CLO Fund investments managed Katonah Debt Advisors and related overhead charges and expenses, including rental expense. Katonah Debt Advisors and its asset manager affiliates share office space and certain other operating expenses. Katonah Debt Advisors has entered into an Overhead Allocation Agreement with its sole member, Kohlberg Capital, which provides for the sharing of such expenses based on an equal sharing of office lease costs and the ratable usage of other shared resources. The aggregate net payments of such expenses under the Overhead Allocation Agreement are settled quarterly. Katonah Debt Advisors accounts for its operating leases, which may include escalations, in accordance with ASC 840-10, Leases, and expenses the lease payments associated with operating leases evenly during the lease term (including rent-free periods), beginning on the commencement of the lease term.
Interest Expenses. Katonah Debt Advisors has no debt; however the CLO Funds it manages and that are consolidated herein, have issued rated and unrated bonds to finance their operations. Interest on CLO Fund liabilities is calculated by the third party trustee of the CLO Funds. Interest is accrued and generally paid quarterly.
Trustee Fees. Each CLO Fund has a third party trustee that is the custodian for all investments of the CLO Funds and receives and disburses all cash in accordance to the trustee and custodial agreements. Trustee fees are accrued and paid quarterly by the CLO Funds.
Income Taxes. Katonah Debt Advisors accounts for income taxes under the asset and liability method prescribed by ASC 740-10, Income Taxes (ASC 740-10). Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using currently enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in income in the period that includes the enactment date.
Management periodically assesses the recoverability of its deferred income tax assets based upon expected future earnings, taxable income in prior carryback years, future deductibility of the asset, changes in applicable tax laws and other factors. If management determines that it is not more likely than not that the deferred tax asset will be fully recoverable in the future, a valuation allowance will be established for the difference between the asset balance and the amount expected to be recoverable in the future. This allowance will result in a charge to income tax expense on the combined statements of income. Katonah Debt Advisors records its income taxes receivable and payable based upon its estimated income tax liability.
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in a companys financial statements by prescribing a threshold for measurement and recognition in the financial statements of an asset or liability resulting from a tax position taken or expected to be taken in an income tax return. ASC 740-10 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
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In June 2009, the Financial Accounting Standards Board (FASB) issued ASU 2009-17, which amended the consolidation guidance for VIEs. The amendments include: (1) the elimination of the exemption from consolidation for qualifying special purpose entities, (2) a new approach for determining the primary beneficiary of a VIE, which requires that the primary beneficiary have both (i) the power to control the most significant activities of the VIE and (ii) either the obligation to absorb losses or the right to receive benefits that potentially could be significant to the VIE, and (3) the requirement to continually reassess the primary beneficiary of a VIE.
On January 1, 2010, upon the adoption of the forgoing guidance now encompassed in ASC 810, Katonah Debt Advisors determined it was the primary beneficiary of all five of the CLO Funds it manages as it has the power to direct the activities of the CLO Funds that most significantly impact the CLO Funds economic performance, and the obligation to absorb losses/right to receive benefits (in the form of senior and subordinate management fees as well as the potential to earn an incentive fee) from the CLO Funds that could potentially be significant to the CLO Funds. As a result, these CLO Funds are consolidated into the combined financial statements of Katonah Debt Advisors.
Upon consolidation of the CLO Funds, the assets and liabilities of the consolidated CLOs were measured at fair value, as the determination of carrying amounts was not practicable. Katonah Debt Advisors has elected the fair value option under ASC Topic 825-10-25 to measure the assets and liabilities of all consolidated CLOs at fair value subsequent to the date of initial adoption of this additional guidance to mitigate accounting mismatches between the carrying value of the assets and liabilities and to achieve operational simplifications.
The cumulative effect adjustment upon adoption at January 1, 2010 resulted in an appropriation of retained earnings of $140.5 million.
In January 2010, the FASB issued Accounting Standards Update 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 amends Topic 820 to require a number of additional disclosures regarding fair value measurements. Specifically, ASU 2010-06 requires entities to disclose: (1) the amount of significant transfers between Level 1 and Level 2 of the fair value hierarchy and the reasons for these transfers; (2) the reasons for any transfers in or out of Level 3; and (3) information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. ASU 2010-06 also clarifies existing fair value disclosures about the appropriate level of disaggregation and about inputs and valuation techniques for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The additional disclosure requirements with respect to rollforward activity did not have a significant impact on the Companys disclosures.
In May 2011, the FASB issued Accounting Standards Update 2011-04, Fair Value Measurements: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements (ASU 2011-04). ASU 2011-04 amends Topic 820 to clarify existing fair value measurement disclosures to (1) specifically provide quantitative information about the significant unobservable inputs used for all level 3 measurements and (2) disclose any transfers between levels 1 and 2 of the fair value hierarchy, not just significant transfers. ASU 2011-04 also requires a number of additional disclosures regarding fair value measurements. Specifically,
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ASU 2011-04 requires entities to disclose: (1) a qualitative discussion about the sensitivity of recurring level 3 measurements to changes in the unobservable inputs disclosed, including the interrelationship between inputs; (2) a description of the Companys valuation processes surrounding level 3 measurements; (3) information about when the current use of a non-financial asset measured at fair value differs from its highest and best use; and (4) the hierarchy classification for items whose fair value is not recorded on the balance sheet but is disclosed in the notes. ASU 2011-04 amends Topic 820 to change the fair value measurement of financial instruments and the application of premiums and discounts in a fair value measurement. ASU 2011-04 also clarifies existing fair value measurement regarding the concepts of valuation premise, the application of the highest and best use, and the fair value measurement of an instrument classified in an entitys shareholders equity. The adoption of ASU 2011-04 is not expected to have an effect on the Companys current fair value measurements but is expected to have a significant impact on the Companys disclosures related to the assets and liabilities of its consolidated investment products that are classified as level 3 assets within the fair value hierarchy. The amendments to Topic 820 made by ASU 2011-04 are effective for interim and annual periods beginning on or after December 15, 2011.
A CLO Fund generally refers to a special purpose vehicle that owns a portfolio of investments and issues various tranches of debt and subordinated note securities to finance the purchase of those investments. Investments purchased by the CLO Funds are governed by extensive investment guidelines, including limits on exposure to any single industry or issuer and limits on the ratings of the CLO Funds assets. The CLO Funds managed by Katonah Debt Advisors have a defined investment period during which they are allowed to make investments or reinvest capital as it becomes available.
Katonah Debt Advisors manages five CLO Funds primarily for third party investors that invest in broadly syndicated loans, high yield bonds and other credit instruments issued by corporations. These CLO Funds do not invest in asset-backed securities secured by commercial mortgages, residential mortgages or other consumer borrowings. At December 31, 2011 and 2010, Katonah Debt Advisors had approximately $1.9 billion of par value of assets under management in these CLO Funds.
CLO Funds typically issue multiple tranches of debt and subordinated note securities with varying ratings and levels of subordination to finance the purchase their underlying investments. Interest and principal payments (net of designated CLO Fund expenses) from the CLO Fund are paid to each issued security in accordance with an agreed upon priority of payments, commonly referred to as the waterfall. The most senior notes, generally rated AAA/Aaa, commonly represent the majority of the total liabilities of the CLO Fund. AAA/Aaa notes are issued at a specified spread over LIBOR and normally have the first claim on the earnings on the CLO Funds investments after payment of certain fees and expenses. Lower subordinated mezzanine tranches of rated notes generally have ratings ranging from AA/Aa to BB/Ba and are usually issued at a specified spread over LIBOR with higher spreads paid on the tranches with lower ratings. Each tranche is typically only entitled to a share of the earnings on the CLO Funds investments if the required interest and principal payments have been made on the more senior tranches in the waterfall. The most junior tranche can take the form of either subordinated notes or preferred shares. The subordinated notes or preferred shares generally do not have a stated coupon but are entitled to residual cash flows from the CLO Funds investments after all of the other tranches of notes and certain other fees and expenses are paid.
The CLO Funds are primarily financed via capital contributed by equity and debt holders. Katonah Debt Advisors risk with respect to each investment in the CLO Funds it manages is limited to any uncollected management fees (as Katonah Debt Advisors has no investment in the CLO Funds and it has no exposure or benefits in the ownership of the CLO Funds bonds). Therefore, the gains or losses of the CLO Funds have not had a significant impact on Katonah Debt Advisors financial position, results of operations or cash flows. Katonah Debt Advisors has no right to the benefits from, nor does it bear the risks associated with, these investments, beyond the management fees generated from the CLO Funds. If Katonah Debt Advisors were to
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liquidate, these investments would not be available to any general creditors of Katonah Debt Advisors. Additionally, the collateral assets of consolidated CLO Funds are held solely to satisfy the obligations of the CLO Funds, and the investors in the consolidated CLO Funds have no recourse to the general credit of Katonah Debt Advisors for the notes issued by the CLO Funds.
CLO Funds are investment vehicles created for the sole purpose of issuing collateralized loan instruments that offer investors the opportunity for returns that vary with the risk level of their investment. The notes issued by the CLO Funds are backed by diversified collateral asset portfolios consisting primarily of loans or structured debt. For managing the collateral for the CLO Fund entities, Katonah Debt Advisors earns investment management fees, including subordinated management fees, as well as contingent incentive fees. Katonah Debt Advisors has no investment in the CLO Funds it manages. However, its sole shareholder, Kohlberg Capital, has invested in certain of the CLO Funds, generally taking a portion of the unrated, junior subordinated position (generally subordinated to other interests in the entities and entitle Kohlberg Capital and other subordinated tranche investors to receive the residual cash flows, if any, from the entities).
Upon adoption of guidance encompassed in ASC Topic 810, Katonah Debt Advisors determined that it was the primary beneficiary of these CLO Funds, as it has the power to direct the activities of the CLO Funds that most significantly impact the CLO Funds economic performance, and the obligation to absorb losses/right to receive benefits (in the form of senior and subordinate management fees as well as the potential to earn an incentive fee) from the CLO Funds that could potentially be significant to the CLO Funds. The primary beneficiary assessment includes an analysis of the rights of Katonah Debt Advisors in its capacity as investment manager. In certain CLOs, Katonah Debt Advisors role as investment manager provides that Katonah Debt Advisors contractually has the power, as defined in ASC Topic 810, to direct the activities of the CLO Funds that most significantly impact the CLO Funds economic performance, such as managing the collateral portfolio and its credit risk. Additionally, the primary beneficiary assessment includes an analysis of Katonah Debt Advisors rights to receive benefits and obligations to absorb losses associated with its management/incentive fees.
As a manager of the CLO Funds, Katonah Debt Advisors receives contractual and recurring management fees and may receive a one-time structuring fee from the CLO Funds for its management and advisory services. The annual fees which Katonah Debt Advisors receives are generally based on a fixed percentage of assets under management (at par value and not subject to changes in market value), and Katonah Debt Advisors generates annual operating income equal to the amount by which its fee income exceeds it operating expenses. The annual management fees Katonah Debt Advisors receives have two components a senior management fee and a subordinated management fee. At December 31, 2011, Katonah Debt Advisors continued to receive all senior and subordinated management fees payable by the CLO Funds managed by it.
During 2009, certain CLO funds managed by Katonah Debt Advisors were restricted from currently paying their subordinated management fees as a result of the failure by those CLO Funds to satisfy certain restrictive covenants contained in their indenture agreements. At such time, those subordinated management fees continued to be accrued by the applicable CLO Fund to become payable to Katonah Debt Advisors if and when such CLO Fund becomes compliant with the applicable covenants. During the year ended December 31, 2010, all those CLO Funds which deferred payment of their subordinated management fees regained compliance with all applicable covenants in order to pay current subordinated management fees as well as a portion of previously accrued subordinated management fees. Currently, all CLO Funds managed by Katonah Debt Advisors are paying both their senior and subordinated management fees on a current basis.
In future years, Katonah Debt Advisors may receive accrued incentive fees upon the liquidation of CLO Funds it manages, provided such CLO Funds have achieved a minimum investment return to holders of their subordinated securities or preferred shares.
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Fair value of consolidated CLO Funds
The investments held by consolidated CLO Funds are primarily invested in senior secured bank loans (typically syndicated by banks), bonds, equity securities, and other CLOs and structured finance securities. Bank loan investments, which comprise the majority of consolidated CLO Fund portfolio collateral, are senior secured corporate loans from a variety of industries, including but not limited to the aerospace and defense, broadcasting, technology, utilities, household products, healthcare, oil and gas, and finance industries. Bank loan investments mature at various dates between 2012 and 2019, pay interest at Libor plus a spread of up to 8.5%, and typically range in credit rating categories from BBB down to unrated. At December 31, 2011, the unpaid par principal balance exceeded the fair value of the senior secured bank loans and bonds by approximately $211 million. At December 31, 2010, the unpaid par principal balance exceeded the fair value of the senior secured bank loans and bonds by approximately $239 million. Less than 0.23% and 0.63% of the collateral assets at fair value are in default as of December 31, 2011 and December 31, 2010, respectively. Substantially all the CLO Fund investments are valued based on price quotations provided by an independent third-party pricing source which are indicative of traded prices and/or dealer price quotations. In the event that a third-party pricing source is unable to price an investment, other relevant factors, data and information are considered, including: i) information relating to the market for the investment, including price quotations for and trading in the investment and interest in similar investments and the market environment and investor attitudes towards the investment and interests in similar investments; ii) the characteristics of and fundamental analytical data relating to the investment, including the cost, size, current interest rate, period until next interest rate reset, maturity and base lending rate, the terms and conditions of the loan and any related agreements, and the position of the loan in the issuers debt structure; iii) the nature, adequacy and value of the senior secured corporate loans collateral, including the CLOs rights, remedies and interests with respect to the collateral; iv) the creditworthiness of the borrower, based on an evaluation of its financial condition, financial statements and information about the business, cash flows, capital structure and future prospects; v) the reputation and financial condition of the agent and any intermediate participants in the senior secured corporate loan; and vi) general economic and market conditions affecting the fair value of the senior secured corporate loan.
CLO Fund liabilities issued by consolidated CLO Funds have a legal maturity at various dates between 2013 and 2022 and have a weighted average maturity of 7.6 years. The CLO Fund liabilities are issued in various tranches with different risk profiles and ratings. The interest rates are generally variable rates based on Libor plus a pre-defined spread, which varies from 0.225% for the more senior tranches to 5.00% for the more subordinated tranches. At December 31, 2011 and 2010, the outstanding balance on the CLO Fund liabilities issued by consolidated CLO Funds exceeds their fair value by approximately $252 million and $263 million, respectively. The investors in the CLO Fund liabilities have no recourse to the general credit of Katonah Debt Advisors. CLO Fund liabilities are recorded at fair value using an income approach, driven by cash flows expected to be received from the portfolio collateral assets. Fair value is determined using current information, notably market yields and projected cash flows of collateral assets based on forecasted default and recovery rates that a market participant would use in determining the current fair value of the liabilities, taking into account the overall credit quality of the issuers and Katonah Debt Advisors past experience in managing similar securities. Market yields, default rates and recovery rates used in Katonah Debt Advisors estimate of fair value vary based on the nature of the investments in the underlying collateral pools. In periods of rising market yields, default rates and lower debt recovery rates, the fair value, and therefore the carrying value, of the liabilities may be adversely affected. Once the undiscounted cash flows of the collateral assets have been determined, Katonah Debt Advisors applies appropriate discount rates that a market participant would use, to determine the discounted cash flow valuation of the liabilities.
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The following table presents the fair value hierarchy levels of the CLO investments held and CLO Fund liabilities issued by the CLO Funds, which are measured at fair value as of December 31, 2011 and December 31, 2010:
December 31, 2011 | ||||||||||||||||
($ in millions) | Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Assets: |
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Investments of CLO Funds | 1,768.1 | | 1,562.7 | 205.4 | ||||||||||||
Liabilities: |
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CLO Fund Liabilities | 1,727.6 | | | 1,727.6 |
December 31, 2010 | ||||||||||||||||
($ in millions) | Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Assets: |
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Investments of CLO Funds | 1,741.5 | | 1,625.0 | 116.5 | ||||||||||||
Liabilities: |
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CLO Fund Liabilities | 1,717.4 | | | 1,717.4 |
The following table shows a reconciliation of the beginning and ending fair value measurements for Level 3 assets using significant unobservable inputs:
For the year ended December 31, | ||||||||
($ in millions) | 2011 | 2010 | ||||||
Beginning balance | 116.5 | 235.1 | ||||||
Transfers to Level 3 | 13.0 | 5.0 | ||||||
Transfers from Level 3 | (7.0 | ) | (115.6 | ) | ||||
Purchase of investments | 104.9 | 30.4 | ||||||
Sale of investments | (5.0 | ) | (6.3 | ) | ||||
Proceeds from paydown and redemption of investments | (7.8 | ) | (40.0 | ) | ||||
Realized and unrealized gains / (losses), net | (9.2 | ) | 8.0 | |||||
Ending balance | 205.4 | 116.6 | ||||||
Changes in unrealized appreciation (depreciation) included in net realized and unrealized loss related to investments still held at the reporting date | 4.0 | (10.8 | ) |
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The following table shows a reconciliation of the beginning and ending fair value measurements for Level 3 liabilities using significant unobservable inputs:
For the year ended December 31, | ||||||||
($ in millions) | 2011 | 2010 | ||||||
Beginning balance | 1,717.4 | 1,618.0 | ||||||
Repayment of debt | (1.2 | ) | (9.8 | ) | ||||
Unrealized appreciation/(depreciation) | 11.4 | 109.2 | ||||||
Ending balance | 1,727.6 | 1,717.4 | ||||||
Changes in unrealized appreciation (depreciation) included in net realized and unrealized loss related to liabilities still held at the reporting date | 11.4 | 109.2 |
All transfers into and out of Level 3 represent transfers between Level 3 and Level 2. There were no transfers in or out of Level 1 for the periods presented. All Level 1, 2, and 3 transfers are recognized at the beginning of each accounting period, the actual date of the event, or change in circumstance that caused the transfer, or at the end of the accounting period.
Katonah Debt Advisors deems the funds managed by Scotts Cove (Scotts Cove Funds) to be VIEs for which Katonah Debt Advisors is not the primary beneficiary and thus the Scotts Cove Funds are not consolidated into the financial statements of Katonah Debt Advisors. A primary beneficiary is one that absorbs a majority of the entitys expected losses, receives a majority of the entitys residual returns or both. Katonah Debt Advisors has no obligation to absorb any of the entitys expected losses. In addition, Katonah Debt Advisors does not receive the majority of the entitys expected residual returns. As a result, Katonah Debt Advisors does not consolidate the Scotts Cove Funds. Katonah Debt Advisors maximum exposure to loss as a result of it involvement in the Scotts Cove Funds is limited to any uncollected management fees due from the funds it manages. At December 31, 2010 Katonah Debt Advisors had a $67,000 investment interest in the Scotts Cove Funds and no investment interest in the Scotts Cove Funds at December 31, 2011 due to the sale of Scotts Cove on February 28, 2011, as discussed in Note 1.
As a separately regarded entity for tax purposes, Katonah Debt Advisors is taxed at normal corporate rates. The CLO Funds are not taxed.
For tax purposes, Katonah Debt Advisors taxable net income will differ from GAAP net income because of deferred tax timing adjustments and permanent tax adjustments. Deferred tax timing adjustments may include differences for the recognition and timing of depreciation, bonuses to employees and stock option expense. Permanent differences may include adjustments, limitations or disallowances for meals and entertainment expenses, penalties and tax goodwill amortization.
Goodwill amortization for tax purposes was created upon the purchase of 100% of the equity interests in Katonah Debt Advisors by its sole member, Kohlberg Capital, in exchange for shares of the Kohlberg Capitals stock valued at $33 million. Although this transaction was a stock transaction rather than an asset purchase and thus no goodwill was recognized for GAAP purposes, such exchange was considered an asset purchase under Section 351(a) of the Code. At the time of the transfer, Katonah Debt Advisors had equity of approximately $1 million resulting in tax goodwill of approximately $32 million which will be amortized for tax purposes on a straight-line basis over 15 years, which accounts for an annual difference between GAAP income and taxable income by approximately $2 million per year over such period.
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Any distributions of taxable net income earned by Katonah Debt Advisors to Kohlberg Capital would generally need to be distributed to the Kohlberg Capitals shareholders. Generally, such distributions of Katonah Debt Advisors income to the Kohlberg Capitals shareholders will be considered as qualified dividends for tax purposes.
The components of income tax expense (benefit) for the years ended December 31, 2011, 2010 and 2009 are as follows:
For the year ended December 31, | ||||||||||||
($ in millions) | 2011 | 2010 | 2009 | |||||||||
Current income tax expense: |
||||||||||||
Federal | 84,821 | 290,622 | 191,846 | |||||||||
State & local | 259,797 | (39,719 | ) | (24,115 | ) | |||||||
Total current income tax expense | 344,618 | 250,903 | 167,731 | |||||||||
Deferred income tax expense (benefit): |
||||||||||||
Federal | (350,459 | ) | (39,639 | ) | 1,205,433 | |||||||
State & local | (215,474 | ) | 662,637 | (144,646 | ) | |||||||
Total deferred income tax expense (benefit) | (565,933 | ) | 622,998 | 1,060,787 | ||||||||
Total income tax expense | (221,315 | ) | 873,901 | 1,228,518 |
The Companys effective income tax rate and pre-tax book income was 0.7%, -9.1% and 67.5% for tax years 2011, 2010 and 2009, respectively. The difference between the Companys reported provision for income taxes and the U.S. federal statutory rate of 35% is primarily due to tax goodwill amortization and the CLO funds having no tax consequences.
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the consolidated financial statements. These temporary differences result in taxable or deductible amounts in future years.
The components of deferred income tax assets and liabilities are shown below:
For the year ended December 31, | ||||||||
($ in millions) | 2011 | 2010 | ||||||
Deferred income tax assets: |
||||||||
Net operating loss and tax credit carryforward | 3,912,080 | 3,671,698 | ||||||
Restricted stock | 327,886 | 242,533 | ||||||
Other | 21,490 | 231,359 | ||||||
Less: Valuation allowance | (3,878,108 | ) | (3,623,183 | ) | ||||
Total deferred tax assets | 383,348 | (522,407 | ) | |||||
Deferred income tax liabilities: |
||||||||
Fixed asset and intangible depreciation/amortization | | (704,992 | ) | |||||
Total deferred tax liabilities | 383,348 | (182,585 | ) | |||||
Net deferred tax assets | 383,348 | (887,577 | ) | |||||
The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. If it is not more likely than not that some portion or all of the gross deferred income tax assets will be realized in future years, a valuation allowance is recorded.
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At December 31, 2011 the Company had federal and state net loss carryovers of $8.7 million and $8.3 million available to offset future taxable income. At December 31, 2010, federal and state net loss carryovers were $7.7 million and $8.1 million, respectively. The net loss carryovers expire in the years 2022 to 2029. At December 31, 2011, the federal and state net operating loss carryovers made up $3.0 million and $0.9 million of the deferred tax asset, respectively. At the present time, the Company believes it is more likely than not that the deferred tax assets related to net operating loss carryovers will not be recognized. Accordingly, the Company has provided a full valuation allowance against such carryovers.
Katonah Debt Advisors adopted Financial Accounting Standards Board ASC Topic 740 Accounting for Uncertainty in Income Taxes (ASC 740) as of January 1, 2009. ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the tax returns to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Adoption of ASC 740 was applied to all open taxable years (the last three fiscal years) as of the effective date. The adoption of ASC 740 did not have an effect on the financial position or results of operations of the Company as there was no liability for unrecognized tax benefits and no change to the beginning capital of the Company.
Managements determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. With a few exceptions, the Company is no longer subject to U.S. federal, state and local tax examinations by tax authorities for years prior to 2008.
Katonah Debt Advisors has no direct commitments and contingencies; however, the CLO Funds have purchase commitments to fund approximately $326,000 and $6 million of investments as of December 31, 2011 and December 2010, respectively. Rent expense was approximately $295,459, $341,441 and $322,256 for the years ended December 31, 2011, 2010 and 2009, respectively.
The following table summarizes our future minimum lease payments as of December 31, 2011:
Contractual Obligations | 2012 | 2013 | 2014 | 2015 | 2016 | More than 5 years |
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Operating lease obligations | $ | 335,445 | $ | 342,611 | $ | 361,177 | $ | 369,432 | $ | 369,432 | $ | 2,893,884 |
The member interest of Katonah Debt Advisors is held solely by Kohlberg Capital. Kohlberg Capital owns 100 common units (no par or stated value) of Katonah Debt Advisors.
Katonah Debt Advisors adopted a 401(k) plan (401K Plan) effective January 1, 2007 that it shares with its sole shareholder, Kohlberg Capital. The 401K Plan is open to all full time employees. The Plan permits an employee to defer a portion of their total annual compensation up to the Internal Revenue Service annual maximum based on age and eligibility. Katonah Debt Advisors makes contributions to the 401K Plan of up to 2.67% of the employees first 74.9% of maximum eligible compensation, which fully vest at the time of contribution. For the years ended December 31, 2011 and 2010, Katonah Debt Advisors made contributions to the 401K Plan of approximately $41,000 and $66,000, respectively.
S-20
Certain employees of Katonah Debt Advisors may receive restricted stock grants in the stock of Katonah Debt Advisors sole member, Kohlberg Capital. On October 7, 2011 and July 22, 2010, the Board of Directors approved the grant of an additional 86,805 and 103,519 shares of restricted stock, respectively, to a certain executive officer of the Katonah Debt Advisors. Such awards of restricted stock will vest as to 50% of the shares on the third anniversary of the grant date and the remaining 50% of the shares on the fourth anniversary of the grant date.
For the years ended December 31, 2011, December 31, 2010, and December 31, 2009, non-cash compensation expense of $89,000, $240,000, $281,000 respectively, was expensed at Katonah Debt Advisors related to an allocated reimbursable expense for a grant of restricted stock of Kohlberg Capital.
Katonah Debt Advisors has evaluated events or transactions that have occurred since December 31, 2011 through March 15, 2012 the date the financial statements were available for issuance. KDA has determined that there are no material events that would require the disclosure in the financial statements other than the following.
On February 29, 2012, Katonah Debt Advisors acquired 100% of the equity interest of Trimaran Advisors, L.L.C. (Trimaran). The aggregate consideration paid for all of the outstanding equity interests in Trimaran consisted of $13.0 million in cash and 3,600,000 shares of common stock, par value $0.01 per share, of Kohlberg Capital. Trimaran manages four CLO Funds with aggregate assets under management of approximately $1.5 billion. Contemporaneously with the acquisition, Kohlberg Capital also acquired the subordinated or preferred share interests in certain CLO Funds managed by Trimaran for an aggregate cash purchase price of $12.0 million. An estimate of the financial effects of this acquisition has not been fully quantified pending the final determination of financial information up to the closing date of Trimaran.
S-21
Exhibit Number |
Description | |
2.1 | Purchase and Sale Agreement, dated February 29, 2012, by and among Kohlberg Capital Corporation (the Company), Commodore Holdings, L.L.C., Trimaran Advisors, L.L.C., HBK Caravelle, L.L.C., Trimaran Fund Management, L.L.C., Jay R. Bloom, and Dean C. Kehler.(1) |
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2.2 | Escrow Agreement, dated February 29. 2012, by and among Commodore Holdings, L.L.C., Trimaran Fund Management, L.L.C., HBK Caravelle, L.L.C. and The Bank of New York Mellon, as escrow agent.(2) | |
3.1 | Form of Certificate of Incorporation of the Company.(3) | |
3.2 | Form of Bylaws of the Company, as amended and restated effective February 29, 2012.(4) | |
4.1 | Specimen certificate of the Companys common stock, par value $0.01 per share.(3) | |
4.2 | Form of Registration Rights Agreement.(5) | |
4.3 | Form of Dividend Reinvestment Plan.(5) | |
4.4 | Indenture dated as of March 16, 2011, by and between the Company and U.S. Bank National Association, as trustee.(6) | |
4.5 | Form of 8.75% Convertible Senior Note Due 2016 (included as part of Exhibit 4.4). | |
10.1 | Form of the Amended and Restated 2006 Equity Incentive Plan.(7)* | |
10.2 | Form of Company Non-Qualified Stock Option Certificate.(5)* | |
10.3 | Form of Custodian Agreement by and among Kohlberg Capital Corporation and U.S. Bank National Association.(5) | |
10.4 | Form of License and Referral Agreement between the Company and Kohlberg & Company, L.L.C.(3) |
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10.5 | Form of Overhead Allocation Agreement between the Company and Katonah Debt Advisors, L.L.C.(5) |
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10.6 | Form of Employment Agreement between the Company and Dayl W. Pearson.(5)* | |
10.7 | Form of Employment Agreement between the Company and Michael I. Wirth.(5)* | |
10.8 | Form of Employment Agreement between the Company and R. Jon Corless.(5)* | |
10.9 | Form of Employment Agreement between the Company and E.A. Kratzman.(5)* | |
10.10 | Form of Employment Agreement between Katonah Debt Advisors and E.A. Kratzman.(5)* | |
10.11 | Letter Agreement, dated December 10, 2010, between the Company and John M. Stack.(8)* | |
10.12 | Consulting Agreement, dated December 10, 2010, between Katonah Debt Advisors, L.L.C. and John M. Stack.(9)* | |
10.13 | Form of Employment Agreement between Katonah Debt Advisors and Daniel P. Gilligan.(10)* | |
10.14 | Form of Indemnification Agreement for Officers and Directors of the Company.(11) | |
10.19 | Forebearance and Settlement Agreement, dated as of September 20, 2010, by and among the Company, BMO Capital Markets Corp. and the other lender parties thereto.(12) | |
10.20 | Amended and Restated Non-Employee Director Plan.(13)* | |
10.21 | Note Purchase Agreement, dated as of February 24, 2012, by and among the Company, Credit Suisse AG, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, as arranger, The Bank of New York Mellon Trust Company, National Association, as collateral administrator and collateral agent, and KCAP Funding.(14) |
Exhibit Number |
Description | |
10.22 | Collateral Administration Agreement, dated as of February 24, 2012, by and among the Company, KCAP Funding, Credit Suisse AG, Cayman Islands Branch, The Bank of New York Mellon Trust Company, National Association, as collateral administrator and collateral agent.(15) | |
10.23 | Employment Agreement, dated February 29, 2012, by and among, Jay R. Bloom and Trimaran Advisors, L.L.C., and, solely as to the last three sentences of Section 1(a) and Section 2(d), the Company.(16)* | |
10.24 | Employment Agreement, dated February 29, 2012,by and among, Dean C. Kehler and Trimaran Advisors, L.L.C., and, solely as to the last three sentences of Section 1(a) and Section 2(d), the Company.(17)* | |
21.1 | List of Subsidiaries(18) | |
23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm. | |
23.2 | Consent of Grant Thornton LLP, Independent Certified Public Accountants | |
31.1 | Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, as filed on March 1, 2012 (File No. 814-00735). |
(2) | Incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K, as filed on March 1, 2012 (File No. 814-00735). |
(3) | Incorporated by reference to the exhibit included in Pre-Effective Amendment No. 1 on Form N-2, as filed on October 6, 2006 (File No. 333-136714). |
(4) | Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, as filed on March 1, 2012 (File No. 814-00735). |
(5) | Incorporated by reference to the exhibit included in Pre-Effective Amendment No. 2 on Form N-2, as filed on November 20, 2006 (File No. 333-136714). |
(6) | Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, as filed on March 16, 2011 (File No. 814-00735). |
(7) | Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, as filed on June 19, 2008 (File No. 814-00735). |
(8) | Incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K, as filed on March 15, 2011 (File No. 814-00735). |
(9) | Incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K, as filed on March 15, 2011 (File No. 814-00735). |
(10) | Incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K, as filed on March 15, 2011 (File No. 814-00735). |
(11) | Incorporated by reference to the exhibit included in Pre-Effective Amendment No. 3 on Form N-2, as filed on November 24, 2006 (File No. 333-136714). |
(12) | Incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q, as filed on November 8, 2010 (File No. 333-814-00735). |
(13) | Incorporated by reference to Exhibit 4.1 included in the Registration Statement on form S-8, as filed on July 28, 2011 (File No. 333-175838). |
(14) | Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, as filed on March 1, 2012 (File No. 814-00735). |
(15) | Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K, as filed on March 1, 2012 (File No. 814-00735). |
(16) | Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K, as filed on March 1, 2012 (File No. 814-00735). |
(17) | Incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K, as filed on March 1, 2012 (File No. 814-00735). |
(18) | Incorporated by reference to Exhibit 21.1 of the Annual Report on Form 10-K, as filed on March 15, 2012 (File No. 814-00735). |
* | Indicates a management contract or compensatory plan, contract or agreement. |
Exhibit 23.1
We have issued our reports dated March 15, 2012, with respect to the financial statements and internal control over financial reporting, included in the Annual Report of Kohlberg Capital Corporation on Form 10-K for the year ended December 31, 2011. We hereby consent to the incorporation by reference of said reports in the Registration Statements of Kohlberg Capital Corporation on Form S-8 (File No. 333-175838), effective July 28, 2011 and Form S-8 (File No. 333-151995), effective June 27, 2008.
/s/ Grant Thornton LLP
New York, New York
March 15, 2012
Exhibit 23.2
We have issued our report dated March 15, 2012, with respect to the combined financial statements of Katonah Debt Advisors, L.L.C. and affiliates, included in the Annual Report of Kohlberg Capital Corporation on Form 10-K for the year ended December 31, 2011. We hereby consent to the incorporation by reference of said report in the Registration Statements of Kohlberg Capital Corporation on Form S-8 (File No. 333-175838), effective July 28, 2011 and Form S-8 (File No. 333-151995), effective June 27, 2008.
/s/ Grant Thornton LLP
New York, New York
March 15, 2012
Exhibit 31.1
I, Dayl W. Pearson, certify that:
1. I have reviewed this annual report on Form 10-K/A of Kohlberg Capital Corporation (the registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 22, 2012 | By: /s/ Dayl W. Pearson |
Exhibit 31.2
I, Michael I. Wirth, certify that:
1. I have reviewed this annual report on Form 10-K/A of Kohlberg Capital Corporation
(the registrant);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: March 22, 2012 | By: /s/ Michael I. Wirth |
Exhibit 32.1
In connection with the accompanying Annual Report of Kohlberg Capital Corporation (the Company) on Form 10-K/A for the year ended December 31, 2011 (the Report), I, Dayl W. Pearson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 22, 2012 | By: /s/ Dayl W. Pearson |
Exhibit 32.2
In connection with the accompanying Annual Report of Kohlberg Capital Corporation (the Company) on Form 10-K/A for the year ended December 31, 2011 (the Report), I, Michael I. Wirth, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 22, 2012 | By: /s/ Michael I. Wirth |