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| MVC > SEC Filings for MVC > Form 10-Q on 8-Sep-2009 | All Recent SEC Filings |
8-Sep-2009
Quarterly Report
Selected Consolidated Financial Data
Nine Month Nine Month
Period Ended Period Ended Year Ended
July 31, July 31, October 31,
2009 2008 2008
(Unaudited) (Unaudited)
(In thousands, except per share data)
Operating Data:
Interest and related portfolio income:
Interest and dividend income $ 16,348 $ 20,458 $ 26,047
Fee income 3,232 2,888 3,613
Other income 175 435 367
Total operating income 19,755 23,781 30,027
Expenses:
Incentive compensation (Note 9) (3,039 ) 9,326 10,822
Administrative 2,640 2,321 8,989
Interest, fees and other borrowing costs 2,486 3,274 4,464
Management fee 7,283 6,479 3,620
Total operating expenses 9,370 21,400 27,895
Net operating income before taxes 10,385 2,381 2,132
Tax benefit - (106 ) (936 )
Net operating income 10,385 2,487 3,068
Net realized and unrealized gains (losses):
Net realized gains - 1,419 1,418
Net change in unrealized appreciation
(depreciation) (23,637 ) 52,689 59,465
Net realized and unrealized (losses) gains on
investments (23,637 ) 54,108 60,883
Net increase (decrease) in net assets resulting
from operations $ (13,252 ) $ 56,595 $ 63,951
Per Share:
Net increase (decrease) in net assets per share
resulting from operations $ (0.54 ) $ 2.33 $ 2.63
Dividends per share $ 0.36 $ 0.36 $ 0.48
Balance Sheet Data:
Portfolio at fair value $ 467,550 $ 453,301 $ 490,804
Portfolio at cost 445,983 414,874 445,600
Total assets 482,444 585,051 510,711
Shareholders' equity 399,872 417,429 421,871
Shareholders' equity per share (net asset value) $ 16.46 $ 17.18 $ 17.36
Common shares outstanding at period end 24,297 24,297 24,297
Other Data:
Number of Investments funded in period 5 11 15
Investments funded ($) in period $ 5,668 $ 93,471 $ 126,300
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2009 2008 2007
Qtr 3 Qtr 2 Qtr 1 Qtr 4 Qtr 3 Qtr 2 Qtr 1 Qtr 4 Qtr 3 Qtr 2 Qtr 1
(In thousands, except per share data)
Quarterly Data
(Unaudited):
Total operating income 7,410 5,757 6,588 6,246 6,804 8,081 8,896 8,438 7,030 6,073 5,409
Incentive compensation (2,550 ) (335 ) (154 ) 1,496 3,929 3,740 1,657 771 1,618 4,898 3,526
Interest, fees and
other borrowing costs 660 736 1,090 1,190 1,022 1,081 1,171 1,223 1,252 1,256 1,128
Management fee 2,379 2,421 2,483 2,510 2,276 2,185 2,018 1,929 1,616 1,854 1,635
Administrative 894 865 881 1,299 887 753 681 630 608 652 669
Tax expense (benefit) - 359 (359 ) (830 ) 58 (186 ) 22 77 (78 ) (394 ) 20
Net operating income
(loss) before net
realized and
unrealized gains 6,027 1,711 2,647 581 (1,368 ) 508 3,347 3,808 2,014 (2,193 ) (1,569 )
Net increase
(decrease) in net
assets resulting from
operations (6,297 ) (7,809 ) 854 7,357 18,623 17,158 20,813 8,514 13,788 24,323 19,077
Net increase
(decrease) in net
assets resulting from
operations per share (0.26 ) (0.32 ) 0.04 0.30 0.77 0.70 0.86 0.35 0.57 1.00 1.00
Net asset value per
share 16.46 16.84 17.28 17.36 17.18 16.53 15.95 15.21 14.98 14.53 13.23
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OVERVIEW
The Company is an externally managed, non-diversified, closed-end management
investment company that has elected to be regulated as a business development
company under the 1940 Act. The Company's investment objective is to seek to
maximize total return from capital appreciation and/or income.
On November 6, 2003, Mr. Tokarz assumed his positions as Chairman and
Portfolio Manager of the Company. He and the Company's investment professionals
(who, effective November 1, 2006, provide their services to the Company through
the Company's investment adviser, TTG Advisers) are seeking to implement our
investment objective (i.e., to maximize total return from capital appreciation
and/or income) through making a broad range of private investments in a variety
of industries.
The investments can include senior or subordinated loans, convertible debt
and convertible preferred securities, common or preferred stock, equity
interests, warrants or rights to acquire equity interests, and other private
equity transactions. During the year ended October 31, 2008, the Company made
four new investments and 11 follow-on investments in existing portfolio
companies, committing capital totaling approximately $126.3 million pursuant to
our current investment objective. During the nine month period ended July 31,
2009, the Company made no new investments and five follow-on investments in
existing portfolio companies, committing capital totaling $5.7 million.
Prior to the adoption of our current investment objective, the Company's
investment objective had been to achieve long-term capital appreciation from
venture capital investments in information technology companies. The Company's
investments had thus previously focused on investments in equity and debt
securities of information technology companies. As of July 31, 2009, 3.23% of
the current fair value of our assets consisted of Legacy Investments. We are,
however, seeking to manage these Legacy Investments to try and realize maximum
returns. We generally seek to capitalize on opportunities to realize cash
returns on these investments when presented with a potential "liquidity event,"
i.e., a sale, public offering, merger or other reorganization.
Our new portfolio investments are made pursuant to our current objective and
strategy. We are concentrating our investment efforts on small and middle-market
companies that, in our view, provide opportunities to maximize total return from
capital appreciation and/or income. Under our investment approach, we are
permitted to invest, without limit, in any one portfolio company, subject to any
diversification limits required in order for us to continue to qualify as a RIC
under Subchapter M of the Code. Due to our asset growth and composition,
compliance with the RIC requirements currently restricts our ability to make
additional investments that represent more than 5% of our total assets or more
than 10% of the outstanding voting securities of the issuer ("Non-Diversified
Investments").
We participate in the private equity business generally by providing
privately negotiated long-term equity and/or debt investment capital to small
and middle-market companies. Our financing is generally used to fund growth,
buyouts, acquisitions, recapitalizations, note purchases, and/or bridge
financings. We generally invest in private companies, though, from time to time,
we may invest in public companies that may lack adequate access to public
capital.
We may also seek to achieve our investment objective by establishing a
subsidiary or subsidiaries that would serve as a general partner or managing
member to a private equity or other investment vehicle(s). In fact,
during fiscal year 2006, we established MVC Partners for this purpose.
Furthermore, our board of directors has authorized the establishment of a
private equity fund (a "PE Fund") that would have the ability, among other
things, to make Non-Diversified Investments. A subsidiary of the Company would
serve as the general partner (or managing member) of the PE Fund. Our board of
directors also authorized the subsidiary's retention of TTG Advisers to serve as
portfolio manager of the PE Fund. The general partner and MVC Partners are
anticipated to earn (before their respective expenses) a portion (approximately
25-30%) of the revenue and carried interest generated by the PE Fund (which, if
launched, may have an asset size of up to $250 million). Additionally, in
pursuit of our objective, we may acquire a portfolio of existing private equity
or debt investments held by financial institutions or other investment funds
should such opportunities arise.
Additionally, in pursuit of our objective, MVC Partners may acquire a
portfolio of existing private equity or debt investments held by financial
institutions or other investment funds should such opportunities arise.
OPERATING INCOME
For the Nine Month Periods Ended July 31, 2009 and 2008. Total operating
income was $19.8 million for the nine month period ended July 31, 2009 and
$23.8 million for the nine month period ended July 31, 2008, a decrease of
$4.0 million.
For the Nine Month Period Ended July 31, 2009
Total operating income was $19.8 million for the nine month period ended
July 31, 2009. The decrease in operating income over the same period last year
was primarily due to the repayment of investments that provide the Company with
current income, a decrease in the LIBOR rate which impacts our variable rate
loans, and reserves against non-performing loans. The main components of
investment income were the interest earned on loans and dividend income from
portfolio companies and the receipt of closing and monitoring fees from certain
portfolio companies by the Company and MVCFS. The Company earned approximately
$16.3 million in interest and dividend income from investments in portfolio
companies. Of the $16.3 million recorded in interest/dividend income,
approximately $4.5 million was "payment in kind" interest/dividends. The
"payment in kind" interest/dividends are computed at the contractual rate
specified in each investment agreement and added to the principal balance of
each investment. The Company's debt investments yielded rates from 1.3% to 17%.
Also, the Company earned approximately $7,100 in interest income on its cash
equivalents and short-term investments. The Company received fee income and
other income from portfolio companies and other entities totaling approximately
$3.4 million.
For the Nine Month Period Ended July 31, 2008
Total operating income was $23.8 million for the nine month period ended
July 31, 2008. The increase in operating income over the same period last year
was primarily due to the increase in the number of investments that provide the
Company with current income. The main components of investment income were the
interest earned on loans and dividend income from portfolio companies and the
receipt of closing and monitoring fees from certain portfolio companies by the
Company and MVCFS. The Company earned approximately $19.6 million in interest
and dividend income from investments in portfolio companies. Of the
$19.6 million recorded in interest/dividend income, approximately $4.2 million
was "payment in kind" interest/dividends. The "payment in kind"
interest/dividends are computed at the contractual rate specified in each
investment agreement and added to the principal balance of each investment. The
Company's debt investments yielded rates from 2% to 17%. Also, the Company
earned approximately $830,000 in interest income on its cash equivalents and
short-term investments. The Company received fee income and other income from
portfolio companies and other entities totaling approximately $2.9 million and
$436,000, respectively.
OPERATING EXPENSES
For the Nine Month Period Ended July 31, 2009 and 2008. Operating expenses
were $9.4 million for the nine month period ended July 31, 2009 and
$21.4 million for the nine month period ended July 31, 2008, a decrease of
$12.0 million.
For the Nine Month Period Ended July 31, 2009
Operating expenses were $9.4 million or 3.01% of the Company's average net
assets, when annualized, for the nine month period ended July 31, 2009.
Significant components of operating expenses for the nine month period ended
July 31, 2009, included the management fee of $7.3 million and interest expense
and other borrowing costs of $2.5 million.
The $12.0 million decrease in the Company's operating expenses for the nine
month period ended July 31, 2009 compared to the nine month period ended
July 31, 2008, was primarily due to the $12.4 million decrease in the estimated
provision for incentive compensation expense and the approximately $787,000
decrease in interest and other borrowing costs offset by the increase of
approximately $804,000 in the management fee expense. The Amended Agreement
extended the expense cap applicable to the Company for an additional two fiscal
years (fiscal years 2009 and 2010) and increased the expense cap from 3.25% to
3.5%. For fiscal year 2008 and for the nine month period ended July 31, 2009
annualized, the Company's expense ratio was 2.93% and 3.19% , respectively,
(taking into account the same carve outs as those applicable to the expense
cap).
Pursuant to the terms of the Amended Agreement, during the nine month period
ended July 31, 2009, the provision for incentive compensation was decreased by a
net amount of $3,039,385 to $12,754,910. The amount of the provision reflects
the Valuation Committee's determination to increase the fair values of six of
the Company's portfolio investments (U.S. Gas, Tekers, SGDA, Velocitius, Vestal
and Dakota Growers) by a total of $21.0 million. The Valuation Committee also
increased the fair value of the Ohio Medical preferred stock by approximately
$4.3 million due to a PIK distribution, which was treated as a return of
capital. The net decrease in the provision reflects the Valuation Committee's
determination to decrease the fair values of eleven of the Company's portfolio
investments (Timberland, Amersham, Turf, PreVisor, Ohio Medical, Custom Alloy,
Harmony Pharmacy, HuaMei, Security Holdings, Tekers and BP) by a total of
$43.6 million and the Valuation Committee determination not to increase the fair
values of the Harmony Pharmacy revolving credit facility, Timberland senior
subordinated loan and the Amersham loan for the accrued PIK totaling $824,000.
During the nine month period ended July 31, 2009, there was no provision
recorded for the net operating income portion of the incentive fee as
pre-incentive fee net operating income did not exceed the hurdle rate. Please
see Note 9 "Incentive Compensation" for more information.
For the Nine Month Period Ended July 31, 2008
Operating expenses were $21.4 million or 7.30% of the Company's average net
assets, when annualized, for the nine month period ended July 31, 2008.
Significant components of operating expenses for the nine month period ended
July 31, 2008, included the estimated provision for incentive compensation
expense of approximately $9.3 million, the management fee of $6.5 million, and
interest expense and other borrowing costs of $3.3 million. The estimated
provision for incentive compensation expense is a non-cash, not yet payable,
provisional expense relating to the Prior Advisory Agreement.
The $700,000 increase in the Company's operating expenses for the nine month
period ended July 31, 2008 compared to the nine month period ended July 31,
2007, was primarily due to the $1.4 million increase in the management fee
expense offset by the decrease of $700,000 in the provision for estimated
incentive compensation. It should be noted, in this regard, that the Prior
Advisory Agreement provided for an expense cap pursuant to which TTG Advisers
agreed to absorb or reimburse operating expenses of the Company to the extent
necessary to limit the Company's expense ratio (the consolidated expenses of the
Company, including any amounts payable to TTG Advisers under the base management
fee, but excluding the amount of any interest and other direct borrowing costs,
taxes, incentive compensation and extraordinary expenses taken as a percentage
of the Company's average net assets) to 3.25% in each of the 2007 and 2008
fiscal years. For fiscal year 2007, the expense ratio was 3.0% (taking into
account the same carve outs as those applicable to the expense cap).
Pursuant to the terms of the Prior Advisory Agreement, during the nine month
period ended July 31, 2008, the estimated provision for incentive compensation
on the balance sheet, was decreased by a net amount of $3,576,743 to
$14,298,753. The amount of the provision reflects the Valuation Committee's
determination to increase the fair values of nine of the Company's portfolio
investments: U.S. Gas, Vitality, Summit, Tekers, SGDA, Custom Alloy, MVC
Automotive, PreVisor and Velocitius by a total of $50.3 million. The provision
also reflects the Valuation Committee's determination to increase the fair value
of the Ohio Medical preferred
stock by approximately $2.9 million due to a PIK distribution which was treated
as a return of capital. The net decrease in the provision for incentive
compensation during the nine month period ended July 31, 2008 was a result of
the incentive compensation payment to TTG Advisers of $12.9 million due to the
sale of Baltic Motors and BM Auto (20% of the realized gain from the sale less
unrealized depreciation on the portfolio). Under the Prior Advisory Agreement,
incentive compensation payments were made only upon the occurrence of a
realization event (such as the sale of shares of Baltic Motors and BM Auto).
Without this reserve for incentive compensation, operating expenses would have
been approximately $12.1 million or 4.06% of average net assets when annualized
as compared to 7.24%, which is reported on the Consolidated Per Share Data and
Ratios, for the nine month period ended July 31, 2008. The net decrease also
reflects the Valuation Committee's determination to decrease the fair values of
two of the Company's portfolio investments (Timberland and Vestal) by a total of
$4.6 million. During the nine month period ended July 31, 2008, there was no
provision recorded for the net operating income portion of the incentive fee as
pre-incentive fee net operating income did not exceed the hurdle rate. Please
see Note 9 "Incentive Compensation" for more information.
In February 2008, the Company renewed its Directors & Officers/Professional
Liability Insurance policies at an annual premium expense of approximately
$362,000, which is amortized over the twelve month life of the policy. The prior
policy premium was $381,000.
REALIZED GAINS AND LOSSES ON PORTFOLIO SECURITIES
For the Nine Month Period Ended July 31, 2009 and 2008. Net realized losses
for the nine month period ended July 31, 2009 were immaterial. Net realized
gains for the nine month period ended July 31, 2008, were $1.4 million.
For the Nine Month Period Ended July 31, 2009
There were no material net realized losses or gains for the nine month period
ended July 31, 2009.
For the Nine Month Period Ended July 31, 2008
Net realized gains for the nine month period ended July 31, 2008 were
$1.4 million. The significant component of the Company's net realized gains for
the nine month period ended July 31, 2008 was primarily due to the gain on the
sale of Genevac common stock and Phoenix Coal common stock. On January 2, 2008,
Genevac repaid its senior subordinated loan in full including all accrued
interest. The total amount received was $11.9 million. The Company, at this
time, sold 140 shares of Genevac common stock for $1.7 million, resulting in a
capital gain of $595,000. On July 23, 2008, the Company sold 500,000 shares of
Phoenix Coal. The total amount received from the sale net of commission was
approximately $512,000, resulting in a realized gain of approximately $262,000.
On July 29, 2008, the Company sold 500,000 more shares of Phoenix Coal. The
total amount received from the sale net of commission was approximately
$484,000, resulting in a realized gain of approximately $234,000. The Company
also received a distribution related to the sale of Baltic of approximately
$283,000.
The Company also realized a gain on foreign currency of approximately
$60,000.
UNREALIZED APPRECIATION AND DEPRECIATION OF PORTFOLIO SECURITIES
For the Nine Month Period Ended July 31, 2009 and 2008. The Company had a net
change in unrealized depreciation on portfolio investments of $23.6 million for
the nine month period ended July 31, 2009 and unrealized appreciation of
$52.7 million for the nine month period ended July 31, 2008, a decrease of
approximately $76.3 million.
For the Nine Month Period Ended July 31, 2009
The Company had a net change in unrealized depreciation on portfolio
investments of $23.6 million for the nine month period ended July 31, 2009. The
change in unrealized depreciation on investment transactions for
the nine month period ended July 31, 2009 primarily resulted from the Valuation Committee's decision to decrease the fair value of the Company's investments in Ohio Medical common stock by $6.5 million, Foliofn preferred stock by $2.8 million, Vendio preferred stock by $1.8 million and common stock by $4,000, PreVisor common stock by $3.1 million, Custom Alloy preferred stock by $11.5 million, Timberland senior subordinated loan by approximately $7.3 million and junior revolving line of credit by $1.0 million, Amersham second lien notes by $1.4 million, Turf equity interest by $2.6 million, Harmony Pharmacy common stock by $750,000, Security Holdings common equity interest by $7.2 million, HuaMei common stock by $475,000 and BP term loan B by approximately $219,000, term loan A by approximately $255,000 and second lien loan by approximately $1.3 million. The Valuation Committee also determined not to increase the fair values of the Harmony Pharmacy revolving credit facility, Timberland senior subordinated loan and the Amersham loan for the accrued PIK totaling approximately $824,000. The Valuation Committee also increased the fair value of the Company's investments in U.S. Gas preferred stock by $6.0 million, SGDA preferred equity interest by $375,000 and common equity interest by $1.2 million, Tekers common stock by $615,000, Velocitius equity interest by $2.2 million, Vestal common stock by $650,000, Dakota Growers common stock by approximately $4.9 million and preferred stock by approximately $5.1 million, Turf membership interest by approximately $286,000 due to a return of capital and Ohio Medical preferred stock by approximately $4.3 million due to a PIK . . .
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