Attached files
| file | filename |
|---|---|
| EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13A-14(A) - MCG CAPITAL CORP | ex31212311410ka.htm |
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13A-14(A) - MCG CAPITAL CORP | ex31112311410ka.htm |
| EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C - MCG CAPITAL CORP | ex32112311410ka.htm |
| EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C - MCG CAPITAL CORP | ex32212311410ka.htm |
| EX-23.2 - CONSENT OF WARREN AVERETT LLC - MCG CAPITAL CORP | ex23212311410ka.htm |
| EX-99.1 - CONSOLIDATED FINANCIAL STATEMENTS OF RADIOPHARMACY INVESTORS, LLC AND SUB - MCG CAPITAL CORP | ex991fsnotes-radiopharmacy.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K/A
(Amendment No.1)
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
___________________
Commission file number 0-33377
MCG CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 54-1889518 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1001 19th Street North, 10th Floor, Arlington, VA | 22209 | |
(Address of principal executive offices) | (Zip Code) | |
(703) 247-7500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Name of each exchange on which registered | |
Common Stock, 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 ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨ 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 ¨
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | o | Accelerated filer | x |
Non-accelerated filer | o | Smaller reporting company | o |
(Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The aggregate market value of the Registrant’s voting shares of common stock held by non-affiliates of the Registrant on June 30, 2014, was $208,493,565, based on $3.92 per share, the last reported sale price of the shares of common stock on the NASDAQ Global Select Market. For purposes of this computation, shares held by certain stockholders and by directors and executive officers of the Registrant have been excluded. Such exclusion of shares held by such persons is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the Registrant. There were 37,074,635 shares of the Registrant’s common stock outstanding as of February 23, 2014.
Documents Incorporated by Reference
Portions of the Registrant’s definitive Proxy Statement relating to its 2015 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the Securities and Exchange Commission, are incorporated by reference into Part III of this Annual Report on Form 10-K as indicated herein.
EXPLANATORY NOTE
This Amendment No. 1, or Amendment No. 1, to our Annual Report on Form 10-K for the year ended December 31, 2014 which was filed with the Securities and Exchange Commission, or SEC, on March 2, 2015, or Form 10-K, is being filed to provide separate financial statements for our unconsolidated portfolio company, RadioPharmacy Investors, LLC, or RadioPharmacy, as new Exhibit 99.1 in Part IV, Item 15.
We have determined that for the periods presented in our consolidated financial statements in our Form 10-K, this unconsolidated portfolio company has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which we are required, pursuant to Rule 3-09 of Regulation S-X, to attach separate financial statements as exhibits to our Form 10-K.
In addition, this Amendment No. 1 revises Part IV, Item 15 of our Form 10-K to include new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, and a new Exhibit 23.2, consent of Warren Averet, LLP, Independent Registered Public Accounting Firm.
No other changes have been made to our Form 10-K other than that described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of our Form 10-K or modify or update in any way disclosures made in our Form 10-K. Among other things, forward-looking statements made in our Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of our Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment No. 1 should be read in conjunction with our Form 10-K and with our filings with the SEC subsequent to our Form 10-K.
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
1 | The following financial statements, which include the statements of the company and its consolidated subsidiaries, were filed as part of our Annual Report on Form 10-K on March 2, 2015: | |
Reports of Independent Registered Public Accounting Firm | ||
Consolidated Balance Sheets as of December 31, 2014 and 2013 | ||
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 | ||
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2014, 2013 and 2012 | ||
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 | ||
Consolidated Schedule of Investments as of December 31, 2014 | ||
Consolidated Schedule of Investments as of December 31, 2013 | ||
Notes to Consolidated Financial Statements | ||
The following financial statements of RadioPharmacy Investors, LLC are filed as part of this Amendment No 1 on Form 10-K/A: | ||
Independent Auditors' Report | ||
Consolidated Balance Sheets as of December 31, 2014 and 2013 | ||
Consolidated Statements of Operations for the years ended December 31, 2014 and 2013 | ||
Consolidated Statements of Changes in Members' Equity for the years ended December 31, 2014 and 2013 | ||
Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013 | ||
Notes to the Consolidated Financial Statements | ||
2 | The following financial statement schedule was filed as part of our Annual Report on Form 10-K on March 2, 2015: | |
Schedule 12-14 Investments in and Advances to Affiliates | ||
3 | Exhibits required to be filed by Item 601 of Regulation S-K | |
Exhibits
The following table lists exhibits filed as part of this report, according to the number assigned to them in Item 601 of Regulation S-K. All exhibits listed in the following table are incorporated by reference except for those exhibits denoted in the last column. Please note that the agreements included as exhibits to this Form 10-K/A are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.
Incorporated by Reference | ||||||
Exhibit No. | Description | Form and SEC File No. | Filing Date with SEC | Exhibit No. | Filed with this 10-K/A | |
Certificate of Incorporation and Bylaws | ||||||
3.1 | Restated Certificate of Incorporation of MCG Capital Corporation | 8-K (0-33377) | May 31, 2005 | 3.1 | ||
3.2 | Amended and Restated Bylaws of MCG Capital Corporation | 8-K (0-33377) | April 11, 2012 | 3.1 | ||
Instruments Defining the Rights of Security Holders | ||||||
4.1 | Specimen Common Stock Certificate | N-2 (333-64596) | November 1, 2001 | 99.d.1 | ||
4.2 | Third Amended and Restated Registration Rights Agreement by and among MCG Capital Corporation and certain stockholders | 10-K (0-33377) | April 1, 2002 | 10.1 | ||
Material Contracts—Custody Agreements | ||||||
10.1 | Amended and Restated Custody Agreement by and between MCG Capital Corporation and Wells Fargo Bank, National Association, dated December 11, 2008 | 10-K (0-33377) | March 9, 2009 | 10.2 | ||
Material Contracts—Leases | ||||||
10.2 | Deed of Lease by and between BFP Potomac Tower Co. LLC, as landlord, and MCG Capital Corporation, as tenant, dated as of February 28, 2014 | 10-K (0-33377) | March 5, 2014 | 10.5 | ||
Incorporated by Reference | ||||||
Exhibit No. | Description | Form and SEC File No. | Filing Date with SEC | Exhibit No. | Filed with this 10-K/A | |
Material Contracts—Management Contracts and Compensation Plans | ||||||
10.3# | MCG Capital Corporation 401(k) Plan | 10-K (0-33377) | March 5, 2013 | 10.12 | ||
10.4# | MCG Capital Corporation Dividend Reinvestment Plan | N-2 (333-64596) | November 1, 2001 | 99.e | ||
10.5# | MCG Capital Corporation Third Amended and Restated 2006 Non-Employee Director Restricted Stock Plan | 8-K(0-33377) 8-K/A(0-33377) | June 1, 2010 June 2, 2010 | 10.2 10.2 | ||
10.6# | MCG Capital Corporation Third Amended and Restated 2006 Employee Restricted Stock Plan | 8-K(0-33377) 8-K/A(0-33377) | June 1, 2010 June 2, 2010 | 10.1 10.1 | ||
10.7# | Form of Restricted Stock Agreement for Non-Employee Members of the Board of Directors (pursuant to the Third Amended and Restated 2006 Non-Employee Director Restricted Stock Plan) | 10-Q (0-33377) | August 5, 2010 | 10.4 | ||
10.8# | Form of Restricted Stock Agreement for Employees (pursuant to the Third Amended and Restated 2006 Employee Restricted Stock Plan) | 10-Q (0-33377) | August 5, 2010 | 10.3 | ||
10.9# | Form of Restricted Stock Agreement for MCG Executive Employee (pursuant to the Third Amended and Restated 2006 Employee Restricted Stock Plan). | 8-K (0-33377) | March 15, 2012 | 10.3 | ||
10.10# | Letter Agreement between MCG Capital Corporation and B. Hagen Saville dated April 21, 2014. | 8-K (0-33377) | April 21, 2014 | 10.2 | ||
10.11# | Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Tod K. Reichert, dated August 2, 2011 | 10-Q (0-33377) | August 4, 2011 | 10.6 | ||
10.12# | Amendment No. 1 to Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Tod K. Reichert, dated as of March 5, 2014 | 10-K (0-33377) | March 5, 2014 | 10.19 | ||
10.13# | Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Keith Kennedy, dated as of March 5, 2014 | 10-K (0-33377) | March 5, 2014 | 10.20 | ||
10.14# | Amendment No. 1 to Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Keith Kennedy dated April 21, 2014. | 8-K (0-33377) | April 21, 2014 | 10.3 | ||
10.15# | MCG Capital Corporation 2011 Severance Pay Plan, dated August 3, 2011 | 10-Q (0-33377) | August 4, 2011 | 10.4 | ||
10.16# | Amendment No. 1 to MCG Capital Corporation 2011 Severance Pay Plan. | 8-K (0-33377) | March 15, 2012 | 10.1 | ||
10.17# | Amendment No. 2 to MCG Capital Corporation Severance Pay Plan | 10-Q (0-33377) | July 31, 2012 | 10.1 | ||
Code of Ethics | ||||||
14.1 | Amended and Restated Code of Business Conduct and Ethics, effective as of March 15, 2012 | 8-K (0-33377) | March 15, 2012 | 14.1 | ||
Subsidiaries of the Registrant | ||||||
21 | Subsidiaries of MCG Capital Corporation and Jurisdiction of Incorporation/Organization | 10-K (0-33377) | March 2, 2015 | 21 | ||
Consents of Experts | ||||||
23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm | 10-K (0-33377) | March 2, 2015 | 23.1 | ||
23.2 | Consent of Warren Averett, LLC, independent registered certified public accountants, relating to the financial statements of RadioPharmacy Investors, LLC | * | ||||
Certifications | ||||||
31.1 | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | * | ||||
31.2 | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | * | ||||
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | † | ||||
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002 | † | ||||
Incorporated by Reference | ||||||
Exhibit No. | Description | Form and SEC File No. | Filing Date with SEC | Exhibit No. | Filed with this 10-K/A | |
Financial Statements of Significant Subsidiary Not Consolidated | ||||||
99.1 | RadioPharmacy Investors, LLC and Subsidiary Consolidated Financial Statements as of December 31, 2014 and 2013 and for each of the years then ended. | * | ||||
* | Filed herewith. |
† | Furnished herewith. |
# | Management contracts or compensatory plans or arrangements required to be filed as an exhibit herein pursuant to Item 15(a) of Form 10-K. |
SIGNATURES
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 on March 31, 2015.
MCG CAPITAL CORPORATION | |
By: | /s/ KEITH KENNEDY |
Keith Kennedy President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date |
/s/ KEITH KENNEDY | President and Chief Executive Officer (Principal Executive Officer) | March 31, 2015 |
Keith Kennedy | ||
/s/ BEVERLY JANE ALLEY | Chief Financial Officer (Principal Financial and Accounting Officer) | March 31, 2015 |
Beverly Jane Alley | ||
/s/ RICHARD W. NEU | Chairman of the Board and Director | March 31, 2015 |
Richard W. Neu | ||
/s/ KIM D. KELLY | Director | March 31, 2015 |
Kim D. Kelly | ||
/s/ KENNETH J. O’KEEFE | Director | March 31, 2015 |
Kenneth J. O’Keefe | ||
/s/ GAVIN SAITOWITZ | Director | March 31, 2015 |
Gavin Saitowitz | ||