Allied Capital Rejects Greenlight Capital's Charges.Business Editors WASHINGTON--(BUSINESS WIRE)--June 19, 2002 Allied Capital Corporation (NYSE NYSE See: New York Stock Exchange : ALD ALD abbr. adrenoleukodystrophy ALD, n.pr See adrenoleukodystrophy. ALD aldolase. ) today rejected Greenlight Capital's accusations made in a press release issued June 17, 2002, and stated that it was yet another element of the ongoing disinformation dis·in·for·ma·tion n. 1. Deliberately misleading information announced publicly or leaked by a government or especially by an intelligence agency in order to influence public opinion or the government in another nation: campaign against Allied Capital for personal profit. William L. Walton, Chairman and Chief Executive Officer, stated, "We believe that Allied Capital has been the victim of a systematic campaign by short-sellers to use misinformation mis·in·form tr.v. mis·in·formed, mis·in·form·ing, mis·in·forms To provide with incorrect information. mis for personal profit. Transparency goes both ways. It's time It's Time was a successful political campaign run by the Australian Labor Party (ALP) under Gough Whitlam at the 1972 election in Australia. Campaigning on the perceived need for change after 23 years of conservative (Liberal Party of Australia) government, Labor put forward a for Greenlight Capital and our other accusers to be held accountable, in the light of day, for the misinformation they are circulating. It is unfortunate that some of our investors have been misled by these baseless accusations." Greenlight has implied that the SEC agreed with its critique of Allied Capital, but in fact the SEC official was not specifically commenting on Allied Capital when he spoke with David Einhorn David Einhorn may refer to:
The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president. of Allied Capital, stated, "Today I met with Douglas Scheidt, Chief Counsel and Associate Director of the Division of Investment Management at the SEC. He confirmed to me that in his conversation with Mr. Einhorn he was not commenting on Allied Capital. He was only answering specific questions asked. Allied Capital does not believe that the questions asked of Mr. Scheidt address Allied Capital's valuation policies and procedures Policies and Procedures are a set of documents that describe an organization's policies for operation and the procedures necessary to fulfill the policies. They are often initiated because of some external requirement, such as environmental compliance or other governmental . Mr. Scheidt informed me that he told Mr. Einhorn that he was not specifically commenting on Allied Capital." Allied Capital pointed out that the following undisputed facts contradict the accusations made by Greenlight that the company is not fairly valuing its portfolio consistent with established rules and polices of the SEC, AICPA AICPA See American Institute of Certified Public Accountants (AICPA). and SBA SBA abbr. Small Business Administration Noun 1. SBA - an independent agency of the United States government that protects the interests of small businesses and ensures that they receive a fair share of government . Fact: Allied Capital has not "mismarked" its investment portfolio. The company employs an appropriate fair value methodology that has been consistently applied. Contrary to Greenlight's assertions that Allied Capital has systematically over-valued its portfolio companies, over the past five years, net realized gains Realized Gain A gain resulting from selling an asset at a price higher than the original purchase price. Notes: There may be tax consequences for a realized profit. exceeded Allied Capital's fair value at the time of exit. By year, net gains exceeded the carrying value Carrying Value Also know as "book value," it is a company's total assets minus intangible assets and liabilities, such as debt. Notes: This is different than market value, as it can be higher or lower depending on the circumstances. by $7.6 million in the first quarter of 2002; $3.1 million in 2001; $20.0 million in 2000; $16.2 million in 1999; $18.0 million in 1998; and $12.6 million in 1997. Fact: Allied Capital's valuation policies for determining the fair value for a private finance investment are appropriate, consistent, well documented and executed in good faith by the board of the directors. Fact: Allied Capital's valuation policies are consistent with the rules of the SEC. The company's valuation methodology is outlined in the Company's Form N-2 shelf registration statement, which is filed every quarter with the SEC, and the SEC has consistently found these filings satisfactory. Fact: Allied Capital's valuation policies are consistent with the American Institute of Certified Public Accountants With over 330,525 CPA members (in August 2006), the American Institute of Certified Public Accountants (AICPA) is the largest professional organization of Certified Public Accountants (CPAs) in the United States of America. Audit and Accounting Guide for Audits of Investment Companies. Fact: Allied Capital's valuation policies are consistent with the SBA's published valuation guidelines for Small Business Investment Companies, which also invest in illiquid Illiquid An asset or security that cannot be converted into cash very quickly (or near prevailing market prices). Notes: A house is a good example of an illiquid asset. See also: Cash, Liquidity Illiquid In the context of finance. securities in private companies. Our SBIC SBIC Small Business Investment Company SBIC Sustainable Buildings Industry Council SBIC Singapore Bioimaging Consortium (Singapore) SBIC School Bus Information Council SBIC Saudi Basic Industries Corporation SBIC Scsi Bus Interface Controller subsidiary is the oldest operating SBIC license in the country and has elected to be a BDC (Backup Domain Controller) In a Windows NT server, a copy of the Primary Domain Controller (PDC). The BDC is periodically synchronized with the PDC. See PDC. BDC - Backup Domain Controller . Fact: Allied Capital's valuation policies are consistent with the fair value practices used by other BDCs, based upon a review of the disclosure of other public BDCs. Fact: Despite Greenlight's implications, "fire sale pricing" is not an appropriate method for valuing illiquid companies contained in Allied's portfolio. "Mark to market" and "fair value" are NOT the same thing. It has been falsely stated that the appropriate valuation method to be used is a rigid "mark to market" or "fire sale" price. The experts do not agree. Fair value is a regulatory concept that includes the concept of "current sale" which is not the same thing as "fire sale." The term is defined by the AICPA Guide and means an "orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale liquidation sale liquid (US) n → Verkauf m wegen Geschäftsaufgabe ." "Anyone who takes the time to look at the facts will conclude that Allied Capital remains a solid company with a demonstrated record of growth and integrity," said Mr. Walton. He further remarked, "Over the last five years, including the shock of the collapse of the dot.coms and the recent impact of 9/11, Allied Capital has generated an average annual total return, up until this recent short attack, of over 20%. A $10,000 investment in Allied Capital in 1960 at the time of its IPO (Initial Public Offering) The first time a company offers shares of stock to the public. While not a computer term per se, many founders, employees and insiders of computer companies have found this acronym more exciting than any tech term they ever heard. , with all dividends reinvested, would have been worth $12.5 million by the end of 2001, representing an 18.5% average annual total return for our shareholders over the 42 years. We are proud of that record - and no disinformation campaign can alter the facts." "Our portfolio quality remains strong and will continue to support our healthy dividend payout," he said. Allied Capital June 17 Investor Conference Call The following are excerpts from the remarks made on the June 17 conference call, which was conducted by Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. William Walton Noun 1. William Walton - English composer (1902-1983) Sir William Turner Walton, Sir William Walton, Walton , and provides extensive and detailed refutation ref·u·ta·tion also re·fut·al n. 1. The act of refuting. 2. Something, such as an argument, that refutes someone or something. Noun 1. of the allegations made by Greenlight and other critics of Allied. Portfolio Valuation Now I'd like to discuss the various specific securities that our critics have pointed to that they believe demonstrates a "systemic overstatement o·ver·state tr.v. o·ver·stat·ed, o·ver·stat·ing, o·ver·states To state in exaggerated terms. See Synonyms at exaggerate. o of asset values." As you will see, close factual scrutiny demonstrates that in every single instance, their allegations are baseless. Let me offer examples of the most egregious e·gre·gious adj. Conspicuously bad or offensive. See Synonyms at flagrant. [From Latin examples. First, we invest primarily in private companies and as such they did not agree to be subject to the standards of public reporting. We are going to provide additional data today about certain portfolio companies that is not usual to provide in order to demonstrate how wrong our critics are. We will establish standards for future disclosure above what is required when we issue our second quarter financials. And, I'd also like to put this discussion of individual assets into perspective. This is a large and diverse portfolio with 133 separate private finance investments, plus the size and diversity of the CMBS CMBS See: Commercial Mortgage Backed Securities portfolio with over 4,000 commercial mortgage loans as collateral. The benefit of such size and diversity is that, apart from our larger control deals, losses in any one investment will not have a material effect on our overall long-term financial performance. The focus and attention that has been given to several individual assets is totally out of proportion to the effect any valuation change on these assets would have had on Allied Capital's overall performance. Finally, on the topic of appropriate valuation methodology consistently applied, we asked KPMG KPMG Klynveld Peat Marwick Goerdeler (accounting firm) KPMG Kaiser Permanente Medical Group KPMG Keiner Prüft Mehr Genau (German) KPMG Kommen Prüfen Meckern Gehen to issue a review report regarding their review of our first quarter results for 2002, in order to clarify that, as our newly appointed auditors, KPMG had completed a timely quarterly review of our financial results, and no changes to the financial statements were required. We encourage everyone to read the review report, which was included in our amended 10-Q which was filed on June 12, 2002. 1. Business Loan Express Business Loan Express, or BLX BLX Business Line Expert BLX Basic Launch Complex BLX British Legion of Xbox (gaming clan) , is the second largest SBA 7(a) lender in the country and is 95% owned by Allied Capital. BLX has 34 offices throughout the country and is a Preferred Lender in 67 markets. The criticism from the shorts seems to be centered on two allegations. First, they say that Allied is taking excessive money from BLX in interest payments and fees. Second, they claim that we have chosen not to consolidate BLX's financial statements for reasons, with the insinuation INSINUATION, civil law. The transcription of an act on the public registers, like our recording of deeds. It was not necessary in any other alienation, but that appropriated to the purpose of donation. Inst. 2, 7, 2; Poth. Traite des Donations, entre vifs, sect. 2, art. 3, Sec. that BLX is really nothing more than a sham company reminiscent of Enron's off-balance sheet special purpose entities. These allegations are totally baseless. Let's look at the facts: Fact: BLX is a successful and financially sound company. For the nine months ended March 31, 2002, BLX had earnings before interest, taxes and management fees of $32 million on revenues of $60 million. BLX's fiscal year end is June 30. BLX is current on its debt, and has not violated a bank covenant since we made our investment, and has consistently achieved its targets as set out in its business plan. Fact: The delinquencies in BLX's SBA portfolio at March 31, 2002 were 10.1%, exactly within the SBA's average expected delinquency range of 8-12%. Because of collateral protection, however, BLX's actual loan losses have been minimal, with cumulative losses since 1994 of 79 basis points of total originations. Fact: BLX was recently audited by the SBA and received the highest rating for a Preferred Lender. Fact: As the majority owner of BLX, Allied Capital performs substantial consulting services on behalf of BLX, including loan systems integration, marketing, HR, website development, and board recruitment to name a few, which more than justify the management fees it pays to us. Fact: Allied Capital has invested in both subordinated debt Subordinated Debt A loan (or security) that ranks below other loans (or securities) with regard to claims on assets or earnings. Also known as "junior security" or "subordinated loan". and preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. of BLX, in addition to owning a majority of the common equity. While the sub debt carries a 25% interest rate, which is at the high end of the range for a typical sub debt investment, our preferred stock investment has no current return at all. The combination of our sub debt and preferred stock investment generates an effective current return of 18%, which is a market rate for this type of financing. Fact: The consolidation issue is absolutely black and white. Since Allied Capital is a BDC, the SEC rules for accounting for investment companies is quite clear. No investment company may consolidate the financial results of its portfolio companies into its own. Nevertheless, if Allied could consolidate BLX's results, our reported earnings would have been higher, not lower. BLX is a stand-alone company stand-alone company An independent operating firm. For example, a large diversified firm may consider spinning off a subsidiary because, as a stand-alone company, the subsidiary would command a higher price-earnings ratio than the parent. with its own financial results. For the nine-months ended March 31, 2002, BLX originated over $400 million in new loans and is now managing a $1.2 billion small business loan portfolio secured by commercial real estate. For the year ended June 30, 2001, total revenues were $51 million and earnings before interest, taxes and management fees were $26.8 million for BLX, including six months of pre-merger operating results for Allied Capital Express. Fact: The fact that we guaranteed BLX's bank debt means nothing about the quality of BLX. Many companies routinely guarantee the bank lines of majority-owned entities because it lowers the borrowing company's cost of capital and acts as credit enhancement Credit Enhancement A method whereby a company attempts to improve its debt or credit worthiness. Notes: Credit enhancements take many different forms. An example of a credit enhancement would be conversion rights added on to a debt instrument in order to lower the issuing . This is a common practice. 2. The Hillman Hillman was a famous British automobile marque, manufactured by the Rootes Group. It was based in Ryton-on-Dunsmore, near Coventry, England, from 1907 to 1976. Before 1907 the company had built bicycles. Companies, Inc. Hillman is a dominant manufacturer and distributor of hardware items throughout North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , and is a recognized leader in its niche market A niche market also known as a target market is a focused, targetable portion (subset) of a market sector. By definition, then, a business that focuses on a niche market is addressing a need for a product or service that is not being addressed by mainstream providers. . We first became aware of Hillman in 2000 when we provided a $30 million subordinated loan In the field of finance, a subordinated loan is a type of loan which ranks after other debts should a company fall into receivership or be closed. It is also known as subordinated debt, or as junior debt. to the company's predecessor, SunSource, Inc. As we built our relationship with Hillman, we determined with management that an opportunity existed to purchase the common equity from the public in a "going private" transaction. In September of 2001, we completed the acquisition of Hillman's common equity for $72 million. We then sold a division of Hillman called STS (Synchronous Transport Signal) The electrical equivalent of the SONET optical signal. In SDH, the European counterpart of SONET, STS is known as STM (Synchronous Transport Module). , and recapitalized the new company whereby we reduced our investment from $113 million to $97 million in total, consisting of $40 million of subordinated debt and $57 million of common equity. Hillman also has a $105 million senior debt facility and $105 million of trust preferred stock outstanding. Our critics claim, among other things, that we have overvalued Overvalued A stock whose current price is not justified by the earnings outlook or price/earnings (P/E) ratio and thus, expected to drop in price. Overvaluation may result from an emotional buying spurt, which inflates the market price of the stock or from a deterioration in a our investment in Hillman. Our critics have also mischaracterized our acquisition of Hillman as an attempt to cover up a bad $30 million mezzanine loan A mezzanine loan is a relatively large loan, typically unsecured (ie., not backed by a pledging of assets) or with a deeply subordinated security structure (e.g., third lien on the property but non-recourse vis-a-vis the borrower). . Fact: We saw a real opportunity in Hillman to jettison jettison (jĕt`əsən, –zən) [O.Fr.,=throwing], in maritime law, casting all or part of a ship's cargo overboard to lighten the vessel or to meet some danger, such as fire. a non-core subsidiary from the company, and then recapitalize re·cap·i·tal·ize tr.v. re·cap·i·tal·ized, re·cap·i·tal·iz·ing, re·cap·i·tal·iz·es To change the capital structure of (a corporation). re·cap and rationalize its balance sheet to prepare it to grow and flourish. It would have been irrational to spend the time and money to take a public company private, spin off a division, and recapitalize the remaining company, simply to cover up a "bad" deal. Also, taking a public company private is a very "public" process that involves SEC review, fairness and valuation opinions, as well as shareholder votes. If you were trying to hide a bad deal, this would not have been a preferred strategy. Although this investment is still new to our portfolio, the early results for Hillman are quite good. Our critics support their overvaluation o·ver·val·ue tr.v. o·ver·val·ued, o·ver·val·u·ing, o·ver·val·ues To assign too high a value to: overvalued the painting. charge by pointing to a small loss in the first quarter of 2002. Fact: The first quarter of Hillman's year is typically their seasonal low quarter. Hillman is above plan for the year and is projected to achieve sales of $276 million this year, and profits before tax of $7 million. Their earnings before interest, depreciation, amortization and management fees are projected to be $50 million for the year. Revenue growth this year is expected to be 11%. Hillman is current on all of its debt obligations and is in compliance with all debt covenants. Its total assets at March 31, 2002 were $348 million and its senior debt owed to banks totaled $94 million. The critics also support their overvaluation charge by reference to a footnote in Hillman's 2001 10-K, which states that the fair value of the senior debt is $13 million below face value under SFAS SFAS Statement of Financial Accounting Standards SFAS Special Forces Assessment and Selection SFAS Student Financial Aid Services SFAS Sport Fishing Association of Singapore SFAS Safety Features Actuation System SFAS Statewide Fixed Assets System 107, which implies that our sub debt and equity investments could not be valued at cost. Fact: Hillman's footnote disclosure was a mistake. The appropriate fair value of floating rate senior debt should be equal to its cost basis. Hillman's current CFO See Chief Financial Officer. has confirmed that the fair value presented in the 10-K was a mistake, as has Hillman's outside accountants, PriceWaterhouseCoopers, and the footnote disclosure will be corrected with their next filing. Fact: Another simple way to assess the market's value of Hillman is to look at the fact that at March 31, 2002, Hillman's trust preferred stock, which trades in a liquid public market on the AMEX AMEX See: American Stock Exchange , traded at its par value of $25. Since the trust preferred is subordinate to all of Hillman's other debt obligations, it is reasonable to conclude that its debt is not impaired. 3. Velocita We have been criticized for using overly optimistic op·ti·mist n. 1. One who usually expects a favorable outcome. 2. A believer in philosophical optimism. op judgment concerning the liquidation value Liquidation value Net amount that could be realized by selling the assets of a firm after paying the debt. of our investment in this fiber-optic network, which recently filed for bankruptcy. We've also been critiqued for not monitoring this closely enough. Velocita is one of only two companies in our entire portfolio where we purchased high yield bonds, where we did not have the opportunity to structure the investment as we would with a mezzanine loan. Fact: Allied Capital made an investment of $15 million in Velocita bonds in 2000. We are currently carrying that investment as of March 31, 2002, at $4.3 million or 28 cents on the dollar. Velocita bonds are not traded in a liquid market. In the absence of a readily ascertainable market quotation, in our judgment - based on an estimate of liquidation value - our investment value was 28 cents on the dollar. That judgment is now being Monday-morning-quarterbacked by our critics. They compare it to the judgment of one of the companies' major investors, Cisco Systems “Cisco” redirects here. For other uses, see Cisco (disambiguation). Cisco System,Inc. (NASDAQ: CSCO, HKSE: 4333 ) is an American multinational corporation with 54,000 employees and annual revenue of US $28.48 billion as of 2006. . We can find no basis in fact for the assertion that Cisco has fully written off its Velocita investment. But even if Cisco wrote off its entire investment - what does that prove? There is certainly no basis to allege that our 28 cents-on-the-dollar judgment -- as compared to at least one bondholder, whom we know made a 75 cents judgment, another 20 cents, and still another 2 cents - is evidence of a "systemic pattern" of inflated valuations. In fact, the SEC recognizes that different investors may arrive at different values based on a good faith judgment. Now, let's look at the valuation of some other portfolio companies that the shorts have questioned, so that we can provide the facts. 4. Wilmar Industries (which is also known as Interline in·ter·line 1 tr.v. in·ter·lined, in·ter·lin·ing, in·ter·lines To insert between printed or written lines. in Brands) Wilmar is a national distributor of janitorial supplies to major property managers, including apartments, hospitals and office buildings. We have heard from our critics that the "industry rumor" is that Wilmar has violated bank covenants and has been unable to pay its interest on its sub debt for some time. Fact: Wilmar's financial results were solid in 2001 and continue to be in 2002 - their revenues and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become were strong and they are current on their interest payments and in compliance with debt covenants. Our short-seller critics allege that Allied's valuation of its sub debt is inflated, citing the decision by one senior note holder, Franklin Templeton Floating Rate Trust, to discount its senior debt. Fact: The accusation of inflation is false. We believe that Fleet Securities is the only desk that trades Wilmar's debt, and one of its traders confirmed that even if the decision by a senior note holder to discount its debt is sound, that has little to do with the underlying value of the subordinated debt. Our contact at Fleet has confirmed that he cannot trade the subordinated debt, such as Allied's, at less than par. Fact: Where bank loans are valued frequently has little to do with whether the mezzanine securities are impaired. Many bank loans made in the last few years have been priced at very thin spreads over LIBOR LIBOR See: London Interbank Offered Rate LIBOR See London interbank offered rate (LIBOR). -- which is now about 2.0% -- and seldom have equity kickers. By contrast, mezzanine debt carries current yields in the mid-teens and does have equity kickers. 5. Startec Global Communications Allegation: "Allied's initial investment in Startec was pari passu [Latin, By an equal progress; equably; ratably; without preference.] Used especially to describe creditors who, in marshalling assets, are entitled to receive out of the same fund without any precedence over each other. PARI PASSU. By the same gradation. with Startec's publicly traded senior notes." Because the company is in bankruptcy, Allied's debt investment must be worthless. Fact: This is wrong. We wrote off the portion of debt that remained pari passu with the publicly traded debt. All of our now remaining debt is at the operating company operating company A business that engages in transactions with outsiders. level, which continues to have cash flow sufficient to support debt service. Moreover, $22.8 million of our investment is super priority debtor-in-possession financing Debtor-in-possession financing New debt obtained by a firm during the Chapter 11 bankruptcy process, Federal Bankruptcy Rule 4001 (c)(1). This financing is unique because it is secured, that is, it has priority over existing debt, equity and other claims. , which would be paid out first in any liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy , and the balance of $10.3 million is secured by accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying . 6. The Loewen Group (now known as Alderwoods Group The Alderwoods Group, Inc. is the second largest provider of funeral, cremation, and cemetery services in North America with operations in the United States, Canada and Puerto Rico. ) Allegation: "Allied Capital did not appropriately "mark to market" its investment in these high-yield bonds as it operated in, and was to emerge from, Chapter 11." Fact: The fact is that our valuation of Loewen was quite close to the ultimate value that we received. We originally bought $18.6 million worth of bonds for $15 million. As part of the reorganization, we received ultimate proceeds, in the form of cash, debt and publicly traded equity, of $12 million for our $15 million investment, or 80% of our original cost basis; we valued it at $13.6 million at September 30, 2001, which was the last valuation period before it was announced what we would receive in the reorganization. Of course, by December 31, 2001 we had perfect knowledge of the assets to be received and it was so valued. 7. United Pet and Polaris Pool Allegation: "Allied Capital purchased existing sub debt in each of these companies at a discount. We have heard from industry sources these companies are "problem credits." Fact: In the case of Polaris Pool Systems and United Pet Group, IBJ IBJ Industrial Bank of Japan, Ltd. IBJ Illinois Business Journal IBJ International Brotherhood of Jones decided to discontinue its mezzanine operations and liquidate To pay and settle the amount of a debt; to convert assets to cash; to aggregate the assets of an insolvent enterprise and calculate its liabilities in order to settle with the debtors and the creditors and apportion the remaining assets, if any, among the stockholders or owners of the its fund at a discount. We were co-investors with IBJ in Polaris and United Pet. When we heard about their liquidation and the discounts they were willing to accept in order to effect their liquidation quickly, we made offers to purchase these two instruments, and ended up buying them at attractive discounts. Both of these investments are current in their payments to us and are in full compliance with their covenants. As a multiple of EBITDA, our last dollar of debt is in at multiples well within mezzanine industry norms. These are not problem credits. 8. Wyoming Technical Institute Allegation: We will be unable to continue our earnings growth given that the gain generated by the sale of Wyotech has significantly contributed to the company's earnings in 2001 and 2002. Fact: For decades, Allied Capital has realized capital gains from its portfolio. While each gain by itself is indeed a one-time event for that company, we have a portfolio of 133 companies from which to harvest gains, and a track record of successfully doing so. While it is true that capital gains from control portfolio companies have the potential to generate more significant gains, we intend to maintain a balance in the portfolio between traditional mezzanine investing, and control transactions. There are certainly other gains in the portfolio that we will harvest over time. 9. The CMBS Portfolio Allegation: "Allied has not adequately reserved for the expected losses in its CMBS portfolio." Fact: At March 31, 2002, our CMBS portfolio had a face value of $1.09 billion and we had unamortized discount of $583 million. We have set aside approximately $200 million of this discount from our yield to maturity amortization calculation to cushion the future losses and properly reflect fair value. We have an underlying collateral pool of approximately $22 billion. We closely monitor the underlying collateral pool, and as of March 31, 2002, we had identified actual future potential losses of $17.3 million, which are easily covered by our $200 million discount set aside. We suspect that our critics don't fully understand the dynamics of the CMBS market, or the underwriting that we perform before investing in the bonds. Credit Quality and Earnings Quality Non-accruals and PIK PIK See: Payment-in-kind bond PIK See payment-in-kind security (PIK). Income: We have heard that our critics assert that we are shifting our workout loans from cash paying interest to PIK interest in order to artificially inflate inflate - deflate our income, and mask the quality of our portfolio. That is not true and is not supported by the facts, all of which are disclosed in our financial statements. As we have previously stated, we do not accrue interest (cash or PIK) on workout loans or those in Grade 4 and 5. We only have one Grade 3 loan that accrues PIK. At any given point in time, it is expected that a certain number of loans in the portfolio will be on non-accrual, and this will fluctuate over time depending on the economic climate and company-specific events that may impact a particular portfolio company. Our loans on non-accrual at value have increased over the past three years as follows:
Allied Capital Loans on Non-Accrual
(in millions)
As of
March 31, 2002 December 31, 2001 December 31, 2000 December 31, 1999
-------------- ----------------- ----------------- -----------------
$122 $109 $87 $48
If we were placing problem loans on PIK, as has been alleged, the increase in non-accrual loans would not be here. We try to be very conservative when determining when to place loans on non-accrual, because we don't want to overstate the yield on our portfolio. If we were using PIK as Pik As ("Ace of Spades") was a horse who was a very influential sport horse sire, especially in show jumping.
The yield on the private finance portfolio at March 31, 2002 was 14.3%. We compute this yield assuming that loans on non-accrual have an interest rate of zero. Thus, even with the amount of loans on non-accrual that we have, our portfolio yield on interest-bearing loan and debt securities remains strong. In our business, we assume that we will have loans that go on non-accrual, and we price our loans to account for the fact that some loans will not perform over time. We do not use PIK as a means of inflating our income or masking our portfolio's performance. We only accrue PIK if we believe that it is collectible and we reflect PIK income in the fair value of our investments. As soon as we think PIK may not be collectible, we stop accruing the PIK income. If we choose to accept PIK income, it is because we believe that it is in our best interest and in the best interest of our portfolio company. We do not flip loans to PIK simply to inflate earnings; it is simply a financing tool used commonly in the mezzanine finance space. We primarily structure PIK upfront -- when we get into a deal. We do this to lock in our return, especially if we think that the company was purchased at a rich valuation. Our critics have argued that our PIK income has increased dramatically in the last few years as we have attempted to mask problem loans. In absolute dollars, PIK has increased, but as a percentage of the average private finance portfolio over the past three years, PIK income has not increased that much. PIK income as a percent of the private finance portfolio was 3.4% in 2001, 3.3% in 2000 and 2.0% in 1999. The increase in 2000 and 2001 reflects the fact that we opted to accept more PIK as contractual payment during 2000 when we priced our investments, because we believed that in many cases the future return we could expect from warrants was not as attractive as the contractual return of PIK, given the inflated multiples at which companies were trading at the time. Now let's look at our uncollected PIK securities on a static pool basis for the last six years. Remember, it usually takes five to seven years to exit a private finance investment, and PIK is generally collected when we exit a deal:
Uncollected PIK
(in millions)
Vintage
Origination Years 1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
New investment
originations $66 $67 $236 $347 $601 $288
Uncollected PIK
remaining $0 $3 $18 $19 $21 $4
The PIK remaining to be collected from any one vintage is less than the magnitude of a single typical private finance deal. Cash Flow and Dividends In recent publications, our critics speculated that Allied Capital doesn't generate enough cash from its operations to support the dividend, and that we are required to shrink the portfolio, or raise new equity capital to support the dividend. Fact: Our statement of cash flows in the 2001 annual report shows that net cash used in operating activities was $344 million. However, this amount includes $675 million in cash used to fund new portfolio investments. New portfolio investments are funded with excess cash flow from operations Cash flow from operations A firm's net cash inflow resulting directly from its regular operations (disregarding extraordinary items such as the sale of fixed assets or transaction costs associated with issuing securities), calculated as the sum of net income plus noncash expenses and new debt and equity capital. Therefore, this amount has to be excluded from the net cash used in operating activities to show the cash available to pay our dividend and to fund other operating activities. In fact, cash flow before new investments was $330 million in 2001. We paid $180 million in dividends, leaving $150 million in excess cash flow. New equity and debt capital was used to grow the portfolio, not pay the dividend. If you do the same math for 2000 and 1999, you will see that, after you subtract the cash required to pay the dividend, we have generated excess cash flow of $363 million in 2000 and $325 million in 1999. For the first quarter of 2002, excess cash flow, after paying the dividend, was $144 million. Our business and portfolio generate significant amounts of cash. In fact, if we were to stop investing money altogether, we would still generate significant excess cash flow. We do not need to raise equity to pay the dividend. But if anyone in the audience is unsatisfied with these facts, let me share some longer-term statistics. Allied Capital has paid $890 million in dividends to our shareholders since 1963. Since March 31, 1963, we have raised $1.4 billion in new equity. We've also raised debt capital and incurred liabilities of $1.0 billion. The new debt and equity capital has been used to increase our assets by $2.4 billion since that time. And during that time, we also paid $890 million in dividends to our shareholders. These statistics refute we believe definitively the accusation that we need new capital to pay our dividend. Valuation of Allied Capital Stock Fact: Allied Capital has been paying regular quarterly dividends since 1963. On an annual basis, the company has never cut total regular quarterly dividends paid to shareholders - regular quarterly dividends have either remained constant or increased every year since that time. Over the last 15 years, Allied Capital has traded at an average yield of 8.5%, with an average yield over that time on the high end of 10% and on the low end of 7%. Even during times of capital markets disruption, such as the Fall of 1998, when the stock price dropped as low as $12.50, or an 11.4% yield, our shareholders recognized that nothing had fundamentally changed at Allied Capital, and the yield was arbitraged away back to its historical average range. The recent selling pressure in our stock created by short selling Short Selling The selling of a security that the seller does not own, or any sale that is completed by the delivery of a security borrowed by the seller. Short sellers assume that they will be able to buy the stock at a lower amount than the price at which they sold short. activity has been a further testament to the belief that our investors value Allied Capital based on its dividend yield. Even on May 16, when more than 15 million shares of Allied Capital stock changed hands and the intraday Intraday Another way of saying "within the day." Notes: This term is often used for the new highs and lows of a security. For example, "a new intraday high" means a security reached a new all-time high throughout the trading day, but then fell by closing. low was $20 per share, the stock closed at $23.20, representing a 9.5% yield, which is still within our historical trading range Historical trading range The range of price over which a security or a commodity has traded since listing on a exchange. historical trading range The highest and lowest prices at which a security has traded since going public. . While we believe that the stock trades as a function of the dividend yield, this translates into a valuation for the company that reflects a premium to net asset value. Over the last 15 years, Allied Capital has traded at an average premium to net asset value of 201%, with a premium to NAV See navigation system and navigation bar. over that time on the high end of 334% and on the low end of 132%. As you can see, there is no historical basis for the assessment that the company should trade at book value. And why does the market value Allied Capital at a premium to net asset value? As we discussed in great length on our last conference call, an internally managed BDC is much more than a simple high-yield bond portfolio. It has an active management that identifies, structures, negotiates, closes and monitors its portfolio of privately held securities, and provides managerial assistance to its portfolio companies. There are no similarities to a bond fund that buys freely trading paper Trading paper CDs purchased by accounts that are likely to resell them. The term is commonly used in the Euromarket. in a market. And there is no question that our company is worth more than the assets it is managing. We understand that our CMBS investing activities are also being used by our critics to claim that the existence of CMBS in our portfolio means that we should not be trading at a premium to net asset value. We find this to be a baseless assertion considering that the yield on this portfolio has consistently ranged between 14% and 16% providing a consistent stream of recurring income and dividends for our shareholders. And, as we have discussed many times before and is outlined in detail on our web site, investing in non-investment grade CMBS is hardly a paper-buying exercise, but requires significant time and seasoned real estate expertise. This claim is without any merit. Continuity of Management One of the other issues that have been raised is that we've strayed from our historical investment disciplines. This is simply not the case. Let's take a look at our 1991 annual report. On the first page it states that "Allied Capital finances entrepreneurs and management in eight ways: - Equity and Debt Capital for acquisitions and buyouts; - Mezzanine Capital for growing companies; - Venture Capital for emerging growth companies; - Bridge capital for special situations; - Convertible Debentures for public and private companies; - Loans with Options for later stage mature businesses; - Senior Loans without equity; and - Straight loans for small businesses. - Our objective is to help good management grow their companies." That describes our private finance business today - nothing has changed. Our merger in 1997, and the consolidation of our assets and our people into one company, has given us the opportunity to finance larger, safer and more well established companies. This, combined with our concentrated focus on less cyclical industries, are investment themes that are directly attributable to this management team and which have proven to be valuable in more difficult economic environments. The continuity of our Board has allowed us to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. their longevity and their business experience. The average tenure of Board members is 18 years, and ranges from 8 to 43 years. And, importantly, our board members are long-term shareholders and they, together with management are buyers, not sellers of Allied Capital's stock. Update on Inclusion in Russell Indices On June 7, the Frank Russell Frank Russell may refer to the following people:
Update on the Second Quarter As we near the completion of the second quarter, we'd like to give you an update on the business. Obviously, this short attack has been a distraction and certain non-recurring expenses will be reflected in our second quarter results. As we have consistently said, our quarterly results are always lumpy lumpy characterized by the presence of a lump or lumps. lumpy disease see lumpy-skin disease (below). lumpy jaw see actinomycosis. . The good news is that our team is energized, the pipeline is building and we believe we are currently on track to deliver a ten percent increase in the dividends per share Dividends per share Dividend paid for the past 12 months divided by the number of common shares outstanding, as reported by a company. The number of shares often is determined by a weighted average of shares outstanding over the reporting term. for the year. Our guidance for the year remains unchanged. Investor Conference - August 1, 2002 As promised, we will be hosting an Investor Conference on August 1 in Washington, DC. Details will follow shortly, and will be posted on our web site. About Allied Capital Allied Capital is the nation's largest business development company, and provides long-term investment capital to support the expansion of growing middle-market companies. The company provides mezzanine debt and equity financing Equity Financing The act of raising money for company activities by selling common or preferred stock to individual or institutional investors. In return for the money paid, shareholders receive ownership interests in the corporation. , and also participates in the real estate capital markets as an investor in commercial mortgage-backed securities Commercial mortgage-backed securities (CMBS) are a type of bond commonly issued in American security markets. They are a type of Mortgage-backed security which are backed by mortgages on commercial rather than residential real estate. . The company is headquartered in Washington, DC. For more information, please visit the web site at www.alliedcapital.com, call Allied Capital Investor Relations Investor relations The process by which the corporation communicates with its investors. toll-free at (888) 818-5298, or e-mail us at ir@alliedcapital.com. Forward-Looking Statements The information contained in this press release contains forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results and conditions to differ materially from those projected in these forward-looking statements, and these factors are enumerated This term is often used in law as equivalent to mentioned specifically, designated, or expressly named or granted; as in speaking of enumerated governmental powers, items of property, or articles in a tariff schedule. in the company's periodic filings with the Securities and Exchange Commission. |
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