Highland Distressed Opportunities, Inc. (the �Company�) (NYSE:
HCD) today announced its financial results for the year ended
December 31, 2008.
Highlights for the year ended December 31, 2008:
Stockholders� Equity (Net Assets): $60.6
million
Total Portfolio Market Value: $72.6
million
Net Asset Value per share: $3.42
Operating Results (in thousands, except per share
amounts):
Net decrease in stockholders� equity (net
assets) from operations: $108,171
Net investment income: $10,790
Net realized and unrealized losses on
investments: $118,961
Distributions to stockholders per share:
$0.75
Portfolio Investment Activity:
Cost of investments purchased during
period: $98.2 million
Proceeds from disposition of investments
during period: $219.7 million
Number of portfolio companies as of
December 31, 2008: 25
Portfolio and Investment Activity
The following table summarizes the historical composition of our
investment portfolio, exclusive of cash and cash equivalents, as a
percentage of total investments.
�
Senior Loans �
�
Corporate Notes and
Bonds
�
Claims �
Equity Interests
� December 31, 2008 47.4% 27.8% 0.1% 24.7% September 30, 2008 60.5%
24.9% 0.7% 13.9% June 30, 2008 68.1% 27.0% 0.2% 4.7% March 31, 2008
49.7% 40.4% 0.5% 9.4% December 31, 2007 48.4% 34.8% 0.5% 16.3%
September 30, 2007 50.3% 34.4% 1.2% 14.1% June 30, 2007 45.9% 35.4%
0.8% 17.9% March 31, 2007 76.7% 21.1% 0.8% 1.4%
Our equity investments increased as a percentage of total
investments during the fourth quarter. This was caused primarily by
a decline in our loan and bond investments while the equity
investments maintained their value in large part. However, during
the fourth quarter we did not increase our equity holdings through
additional investments.
Bank debt typically accrues interest at variable rates
determined by reference to a base lending rate, such as LIBOR or
prime rate, and typically will have maturities of 3 to 5 years.
Corporate notes and bonds will typically accrue interest at fixed
rates and have stated maturities at origination that range from 5
to 10 years. At December 31, 2008, the weighted average yield of
our portfolio investments, exclusive of cash and cash equivalents,
was approximately 5.7%. At December 31, 2008, the weighted average
yield of our investments in senior loans and corporate notes and
bonds was approximately 6.0%. Yields are computed assuming a fully
settled portfolio; using interest rates as of the report date and
include amortization of senior loan discount points, original issue
discount and market premium or discount; weighted by their
respective costs when averaged.
As of December 31, 2008, approximately 85.3% of our portfolio
consisted of investments in 10 issuers. This is a material increase
from prior quarters as we have sought to consolidate our holdings
into fewer core positions. We accomplished this consolidation by
liquidating smaller, non-core positions and using the proceeds to
pay down the credit facility. Additional information regarding
these specific investments has been outlined below. This additional
information is limited to publicly available information, and does
not address the creditworthiness or financial viability of the
issuer, or the future plans of the Company as it relates to a
specific investment. Furthermore, while the objective of the
Company is to invest primarily in financially-troubled or
distressed companies, the Company can and does invest in issuers
that are not financially-troubled or distressed at the time of
investment. The Company may have sold some, or all, of the
positions outlined below subsequent to December 31, 2008.
Argatroban Royalty Sub, LLC
Argatroban Royalty Sub, LLC, a wholly-owned subsidiary of
Encysive Pharmaceuticals, was established to issue senior secured
bonds backed by the royalty cash stream from the sales of
Argatroban, a branded pharmaceutical marketed by GlaxoSmithKline
plc. Argatroban is a synthetic direct thrombin inhibitor indicated
as an anticoagulant for prophylaxis or treatment of thrombosis in
patients with heparin-induced thrombocytopenia, or HIT, which is a
profound allergic reaction to anticoagulation therapy with heparin.
More information can be found at www.argatroban.com.
Azithromycin Royalty Sub, LLC
Azithromycin Royalty Sub, LLC, a wholly-owned subsidiary of
InSite Vision Inc., was established to issue senior secured bonds
backed by the royalty cash stream from the sales of azithromycin
ophthalmic solution, a branded pharmaceutical sold under the brand
name AzaSite� and marketed by Inspire Pharmaceuticals, Inc. The
solution is used to treat conjunctivitis. More information can be
found at www.azasite.com.
Baker & Taylor, Inc.
Baker & Taylor, Inc. (�B&T�) is engaged in the
distribution of books, music, video and game products. In addition,
unique information services built around the B&T�s proprietary
databases as well as specialized consulting and outsourcing
services are provided to customers. Customers include retailers
(including Internet retailers), public, academic and school
libraries and various departments of federal and local governments.
B&T distributes its products throughout the United States and
worldwide.
Celtic Pharma Phinco B.V.
Celtic Pharmaceuticals Phinco B.V. (�Celtic Pharma�) is a
private investment fund with a mandate to purchase a diversified
portfolio of novel pharmaceutical products in the later stages of
development that have already demonstrated initial proof of
principle efficacy in human clinical trials. Celtic Pharma has $250
million of equity commitments in addition to raising $156 million
of high-yield bonds. Celtic Pharma has invested in nine drug
programs since its 2004 inception. More information can be found at
www.celticpharma.com.
Comcorp Broadcasting, Inc.
Comcorp Broadcasting, Inc. (�ComCorp�) is a privately-held
regional broadcasting company based in Lafayette, LA. ComCorp
operates 23 TV stations in 10 markets in Texas, Louisiana, and
Indiana. ComCorp filed for bankruptcy in June 2006 after it was
unable to meet its ongoing debt obligations. ComCorp, and its
direct and indirect subsidiaries, exited bankruptcy with an
effective date of October 4, 2007 under reorganization plans filed
(�Plans�) with the United States Bankruptcy Court in the Western
District of Louisiana (Case No. 06-50410). Copies of the Plans and
the Confirmation Orders may be downloaded, without cost, at
www.kccllc.net/cca, or be requested free of charge by calling
Kurtzman Carson Consultants LLC at 1-866-381-9100.
Fontainebleau Florida Hotel, LLC
Fontainebleau Florida Hotel, LLC is the owner of the
Fontainebleau Miami Beach, an 825 room luxury hotel redevelopment
in Miami Beach, Florida. The parent company of Fontainebleau
Florida Hotel, LLC and developer of the resort is Fontainebleau
Resorts, LLC (�Fontainebleau�). Fontainebleau is led by Chairman
Jeffrey Soffer, who also serves as Chief Executive Officer of
Turnberry, Ltd., a creator of luxury condominium and
condominium-hotel developments, and President and Chief Financial
Officer Glenn Schaeffer, a former Chief Executive Officer of
Mandalay Resort Group. The Fontainebleau Miami was renovated and
expanded into a 22-acre destination resort, which opened in the
fall of 2008. More information can be found at
www.bleaumiamibeach.com.
Genesys Ventures IA, LP
Genesys Ventures IA, LP, a limited partnership with Genesys
Capital Partners of Toronto, Ontario, was established to hold the
preferred equity of three late-stage venture healthcare
companies.
Kepler Holdings Limited
Kepler Holdings Limited is a Bermuda-based special purpose
vehicle with a portfolio comprised of pre-defined segments of
Hannover Re�s natural catastrophe property reinsurance
business.
LVI Services, Inc.
LVI Services, Inc. (�LVI�) is a remediation and facility
services firm serving commercial, industrial, retail, government,
healthcare and education end markets. From a nationwide branch
network, LVI provides asbestos abatement, soft and structural
demolition, mold remediation, emergency response, fireproofing,
decontamination and decommissioning, lead-based paint abatement and
infection control. More information can be found at
www.lviservices.com.
Penhall Holding Company
Penhall Holding Company is the parent company of Penhall
International Corporation (�Penhall�), one of the largest providers
of concrete cutting, breaking and highway grinding services in the
United States. Penhall�s business model is centered on utilizing a
nationwide network of approximately 800 skilled operators and an
extensive fleet of specialized construction equipment to perform
primarily non-residential and infrastructure-related construction
work. The company operates 41 locations in the United States and
Canada, and has a customer base that includes construction
contractors, industrial companies, manufacturers, government
agencies and municipalities.
Results of Operations
Results comparisons are for the year ended December 31, 2008
(�Fiscal 2008�) and the period from January 18, 2007 (commencement
of operations) through December 31, 2007 (�Fiscal 2007�). These
comparisons between current and prior periods may not necessarily
be meaningful as we were incorporated in Delaware on August 22,
2006, initially funded on January 18, 2007, and commenced material
operations on February 27, 2007.
Investment Income
We primarily generate revenue in the form of interest income on
the debt securities that we own, dividend income on any common or
preferred stock that we own, and capital gains or losses on any
debt or equity securities that we acquire and subsequently sell. We
also may acquire investments, which may pay cash or in-kind
dividends on a recurring or otherwise negotiated basis. Investment
income for Fiscal 2008 and Fiscal 2007 was approximately $22.0
million and $31.3 million, respectively, of which approximately
$0.1 million and $0.8 million, respectively, was attributable to
invested cash and cash equivalents and approximately $21.9 million
and $30.5 million, respectively, was attributable to portfolio
investments. For Fiscal 2008 and Fiscal 2007, of the approximately
$21.9 million and $30.5 million, respectively, in investment income
from investments other than cash and cash equivalents,
approximately $3.5 million and $2.6 million, respectively, of PIK
interest income was recorded. In Fiscal 2008, investment income
decreased as compared to Fiscal 2007 for three primary reasons: 1)
LIBOR was significantly lower for the majority of 2008 versus 2007,
2) defaults in the portfolio increased in 2008 and 3) we reduced
our leverage by over 50% during 2008, decreasing the total amount
of revenue generating assets.
Operating Expenses
Operating expenses for Fiscal 2008 and Fiscal 2007 were
approximately $11.2 million and $14.2 million, respectively. These
amounts consisted of advisory fees of approximately $4.2 million
and $6.3 million, incentive fees of approximately $1.7 million and
$2.5 million, and administrative fees, accounting fees,
professional fees, directors� fees, taxes and other expenses of
approximately $3.0 million and $2.4 million, respectively, for
Fiscal 2008 and Fiscal 2007.
Additionally, for the quarter ended June 30, 2008, the
Investment Adviser voluntarily waived incentive fees of
approximately $0.8 million. Pursuant to an agreement with the
Investment Adviser, advisory fees of approximately $2.7 million
were waived during Fiscal 2007. Additionally, for Fiscal 2007 the
Investment Adviser voluntarily waived incentive fees of
approximately $1.7 million.
Net Investment Income
The Company�s net investment income totaled approximately $10.8
million and $17.1 million, respectively, for Fiscal 2008 and for
Fiscal 2007. Net investment income was lower in Fiscal 2008
primarily due to lower LIBOR rates, a smaller asset base, and
higher defaults.
Net Unrealized Depreciation on Investments
For Fiscal 2008 and Fiscal 2007, the Company�s investments had
net unrealized depreciation of approximately $34.4 million and
$60.0 million, respectively.
Net Realized Losses
For Fiscal 2008 and Fiscal 2007, the Company had net realized
losses on investments of approximately $84.5 million and $14.3
million, respectively.
Net Decrease in Stockholders� Equity (Net Assets) from
Operations
For Fiscal 2008 and Fiscal 2007, the Company had a net decrease
in stockholders� equity (net assets) resulting from operations of
approximately $108.2 million ($6.11 per share) and $57.3 million
($3.23 per share), respectively. For Fiscal 2008 and Fiscal 2007,
the decrease in stockholders� equity (net assets) resulting from
operations was primarily attributable to net realized and net
unrealized depreciation on investments, respectively, as discussed
above.
Financial Condition, Liquidity and Capital Resources
In light of the broader unprecedented market dislocation that
began in 2007, continued into 2008 and accelerated in the fourth
quarter, we reduced our leverage from approximately 43.8% at
December 31, 2007, to approximately 20.4% at December 31, 2008. On
November 25, 2008, we amended our existing credit agreement with
the credit facility provider, extending the maturity date from
December 1, 2008 to May 29, 2009. Additionally, on December 19,
2008, the Board approved an agreement and plan of merger and
liquidation (�Agreement�). The Agreement provides for the merger of
the Company with and into HCF Acquisition LLC (�Merger Sub�), a
Delaware limited liability company to be organized as a wholly
owned subsidiary of Highland Credit Strategies Fund (�HCF�), a
non-diversified, closed-end management investment company also
managed by the Investment Adviser (the �Merger�), with Merger Sub
being the surviving entity and pursuant to which common
stockholders of the Company will receive shares of beneficial
interest of HCF (and cash in lieu of any fractional shares).
Immediately after the Merger, Merger Sub will distribute its assets
to HCF, and HCF will assume the liabilities of Merger Sub, in
complete liquidation and dissolution of Merger Sub (collectively
with the Merger, the �Reorganization�). As a result of the
Reorganization, if consummated, each common stockholder of the
Company will become a common shareholder of HCF. The closing of the
Reorganization is subject to several conditions, including the
approval of the Company�s stockholders.
During Fiscal 2008, liquidity and capital resources were
generated primarily from cash flows from operations, including
investment sales and prepayments and income earned from investments
and cash equivalents. The liquidity generated from these sources
was used to reduce the amount outstanding on the credit facility
and to pay shareholder distributions. At year end, the Company had
no cash on hand but had approximately $14.4 million in receivables
for investments sold and interest due from investments. This was
partially offset by approximately $11.1 million in payables, mainly
for investments purchased but not yet settled.
Although the Company has $44.5 million available on its credit
facility, certain restrictions within the agreement significantly
limit the amount we can effectively borrow. Regardless, we do not
anticipate drawing down on the facility in the first quarter of
2009, and we are likely to fund our operations through additional
sales of investments, if warranted, and interest from investments.
At December 31, 2008, the Company had $15.5 million in borrowings
outstanding. During the first quarter, we intend to use excess
funds to primarily repay borrowings under our credit facility, make
strategic investments to meet our investment objectives, to make
cash distributions to holders of our common stock and to fund our
operating expenses. If the Reorganization into HCF described above
is not approved by stockholders or is otherwise not consummated
prior to the expiration of our credit facility on May 29, 2009,
there can be no assurance that we will be able to renew or extend
the facility on favorable terms. If we are unable to do so, we may
need to sell investments and may not be able to use leverage as a
part of our investment strategy.
During Fiscal 2008, the Company generated approximately $135.4
million in cash flows from operations, of which $126.5 million was
used to repay borrowings under its credit facilities and
approximately $13.3 million was used to make cash distributions to
holders of our common stock.
Distributions
We have elected to be taxed as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986. In order
to maintain our status as a regulated investment company, we are
required to meet specified source-of-income and asset
diversification requirements and must distribute annually at least
90% of our investment company taxable income. Additionally, we must
distribute at least 98% of our income (both ordinary income and net
capital gains) to avoid an excise tax. We intend to make
distributions to our stockholders on a quarterly basis of
substantially all of our net operating income. We also intend to
make distributions of net realized capital gains, if any, at least
annually.
We may not be able to achieve operating results that will allow
us to make distributions at a specific level or to increase the
amount of these distributions from time to time. In addition, we
may be limited in our ability to make distributions due to the
asset coverage test for borrowings when applicable to us as a
business development company under the Investment Company Act of
1940 and due to provisions in our credit facilities. If we do not
distribute a certain percentage of our income annually, we will
suffer adverse tax consequences, including possible loss of our
status as a regulated investment company. We cannot assure
stockholders that they will receive any distributions or
distributions at a particular level.
On December 4, 2008, the Company�s Board declared a fourth
quarter distribution of $0.075 per share ($1,328,758), which was
paid on December 31, 2008 to common stockholders of record on
December 19, 2008. The Company has established an �opt out�
Dividend Reinvestment Plan (the �Plan�) for its common
stockholders. As a result, if the Company declares a cash
distribution in future periods, a stockholder�s cash distribution
will be automatically reinvested in additional shares of the
Company�s common stock unless the stockholder specifically �opts
out� of the Plan and elects to receive cash distributions. For the
fourth quarter distribution, holders of 1,829,815 shares
participated in the Plan. As a result, of the $1,328,758 total
amount distributed, $137,236 was used by the Plan agent to purchase
shares in the open market, including fractions, on behalf of the
Plan participants. On September 5, 2008, the Company�s Board
declared a third quarter distribution of $0.15 per share
($2,657,516), which was paid on September 30, 2008 to common
stockholders of record on September 19, 2008. On June 6, 2008, the
Company�s Board declared a second quarter distribution of $0.2625
per share ($4,650,652), which was paid on June 30, 2008 to common
stockholders of record on June 20, 2008. On March 7, 2008, the
Company�s Board declared a first quarter distribution of $0.2625
per share ($4,650,652), which was paid on March 31, 2008 to common
stockholders of record on March 20, 2008.
Conference Call
The Company invites all interested persons to participate in its
conference call on Monday, March 2, 2009 at 4:15 p.m. (Eastern
Time). The dial-in number for the call is (877) 795-3646. The pass
code for the conference call is 4026055. The Company will maintain
an audio replay of the call for one week following the call. The
replay dial-in number is (888) 203-1112. The replay pass code is
4026055.
PLEASE NOTE:
In order to use your time efficiently and answer your
questions satisfactorily, the Company requests all questions be
submitted in advance of the call via the Company�s website,
www.highlandhcd.com. The question submission form may be found
under the segment entitled �Contact Us.� Please select �Conference
Call Question� as your topic, enter your question in the text box
provided, and select �Submit.� The deadline for submitting
questions is Friday, February 27, 2009 at 4:00 p.m. (Eastern
Time).
HIGHLAND DISTRESSED
OPPORTUNITIES, INC.
STATEMENT OF ASSETS AND
LIABILITIES
� � �
As of As of December 31, 2008
December 31, 2007 ($) ($) Assets:
Investments in: Unaffiliated issuers, at value (cost $127,514,862
and $345,348,887, respectively) 45,530,147 284,085,088 Affiliated
issuers, at value (cost $39,538,434 and $26,667,127, respectively)
27,090,847 27,901,063 Total investments, at value (cost
$167,053,296 and $372,026,014, respectively) 72,620,994 311,986,151
Cash and cash equivalents � 4,291,098 Foreign currency (cost $10
and $0, respectively) 10 � Receivable for: Investments sold
12,106,871 24,628,173 Dividend and interest 2,337,202 5,951,790
Other assets 96,923 66,712 Total assets 87,162,000 346,923,924 �
Liabilities: Due to Custodian 122,505 � Notes payable
15,500,000 142,000,000 Net discount and unrealized depreciation on
unfunded transactions 31,756 16,228 Payables for: Investments
purchased 9,809,787 19,387,884 Investment advisory fee 627,965
1,812,285 Administration fee 109,894 317,150 Incentive fee �
383,951 Interest expense 112,469 759,465 Directors� fees 5,100 592
Accrued expenses and other liabilities 286,096 231,317 Total
liabilities 26,605,572 164,908,872
Stockholders� equity (net
assets) 60,556,428 182,015,052 �
Composition
of stockholders� equity (net assets): Common Stock, par value
$.001 per share: 550,000,000 common stock authorized, 17,716,771
common stock outstanding 17,717 17,717 Paid-in capital
253,018,580
253,163,644 Undistributed net investment income
1,067,487
3,420,147 Accumulated net realized gain/(loss) on investments,
total return swaps and foreign currency transactions (99,083,521)
(14,547,689) Net unrealized appreciation/(depreciation) on
investments, unfunded transactions and translation of assets and
liabilities denominated in foreign currency (94,463,835)
(60,038,767)
Stockholders� equity (net assets)
60,556,428 182,015,052 �
Net Asset Value Per Share
(Net Assets/Common Stock Outstanding) 3.42 10.27
�
HIGHLAND DISTRESSED
OPPORTUNITIES, INC.
STATEMENT OF OPERATIONS
� �
For the Year Ended December 31,
2008
�
�
For the Period Ended December
31, 2007 (a)
�
($) ($) Investment Income: � Unaffiliated
interest income 20,092,839 30,519,314 Affiliated interest income
1,845,150 17,645 Unaffiliated dividends (net of foreign taxes
withheld) 40,685 792,762 � � Total investment income 21,978,674
31,329,721 �
Expenses: � Investment advisory fees 4,194,605
6,306,869 Incentive fees 1,680,346 2,475,541 Administration fees
734,056 1,103,702 Accounting service fees 154,590 123,913 Transfer
agent fees 29,890 24,500 Legal fees 1,128,698 396,096 Audit and Tax
fees 152,500 127,500 Directors' fees 19,881 35,441 Custody fees
28,827 50,956 Registration fees 24,097 20,247 Reports to
stockholders 131,041 29,725 Franchise tax expense 80,393 119,367
Organization expense � 170,383 Rating agency fees 66,184 57,003
Interest expense 3,173,667 7,407,511 Merger expenses 21,227 � Other
expense 378,713 151,384 � � Total operating expenses 11,998,715
18,600,138 � Fees and expenses waived or reimbursed by Investment
Adviser (809,977) (4,359,935) � � Net expenses 11,188,738
14,240,203 Net investment income 10,789,936 17,089,518 �
Net
Realized and Unrealized Gain/(Loss) on Investments: � Net
realized gain/(loss) on investments (84,535,832) (14,507,557) Net
realized gain/(loss) on total return swaps � 172,955 Net realized
gain/(loss) on foreign currency transactions (82) 33,337 Net change
in unrealized appreciation/(depreciation) on investments
(34,392,439) (60,039,863) Net change in unrealized
appreciation/(depreciation) on unfunded transactions (31,756) � Net
change in unrealized appreciation/(depreciation) on translation of
assets and liabilities denominated in foreign currency (873) 1,096
� � Net realized and unrealized gain/(loss) on investments
(118,960,982) (74,340,032) Net decrease in stockholders' equity
(net assets) resulting from operations (108,171,046) (57,250,514) �
(a) Highland Distressed
Opportunities, Inc. commenced operations on January 18, 2007.
�
About Highland Distressed Opportunities, Inc.
Highland Distressed Opportunities, Inc. (the �Company,� �we,�
�us� and �our�) is a non-diversified closed-end company that has
elected to be regulated as a business development company under the
Investment Company Act of 1940. The Company�s investment objective
is total return generated by both capital appreciation and current
income. We intend to invest primarily in financially-troubled or
distressed companies that are either middle-market companies or
unlisted companies by investing in senior secured debt, mezzanine
debt and unsecured debt, each of which may include an equity
component, and in equity investments. Generally, distressed
companies are those that (i) are facing financial or other
difficulties and (ii) are or have been operating under the
provisions of the U.S. Bankruptcy Code or other similar laws or, in
the near future, may become subject to such provisions or otherwise
be involved in a restructuring of their capital structure.
This press release may contain forward-looking statements
describing the Company�s future plans and objectives. These
forward-looking statements, as well as future oral and written
statements by the management of the Company, are subject to various
risks and uncertainties, which could cause actual results and
conditions to differ materially from those projected, including the
uncertainties associated with the timing of transaction closings,
changes in interest rates, availability of transactions, the future
operating results of our portfolio companies, changes in regional,
national, or international economic conditions and their impact on
the industries in which we invest, or changes in the conditions of
the industries in which we invest, and other factors enumerated in
our filings with the Securities and Exchange Commission
(�SEC�).
We may use words such as �anticipates,� �believes,� �expects,�
�intends,� �will,� �should,� �may,� �plans,� �could,� �estimates,�
�potential,� �continue,� �target,� or the negative of these terms
or other similar expressions to identify forward-looking
statements. Undue reliance should not be placed on such
forward-looking statements as such statements speak only as of the
date on which they are made. We do not undertake to update our
forward-looking statements, whether as a result of new information,
future events or otherwise, unless required by applicable law.
Persons considering an investment in the Company should consider
the investment objective, risks, and charges and expenses of the
Company carefully before investing. Such information and other
information about the Company will be available in our annual
report on Form 10-K, in our quarterly reports on Form 10-Q and
current reports on Form 8-K. Such materials are filed with the SEC
and copies are available on the SEC�s website, www.sec.gov.
Prospective investors should read such materials carefully before
investing.
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