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FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

QUARTERLY REPORT PURSUANT TO

SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


     
For The Quarterly Period
Ended September 30, 2002
  Commission File Number:
0-22832

ALLIED CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

     
Maryland
(State or Jurisdiction of
Incorporation or Organization)
  52-1081052
(IRS Employer
Identification No.)

1919 Pennsylvania Avenue, N.W.

Washington, DC 20006
(Address of Principal Executive Offices)

     Registrant’s telephone number, including area code: (202) 331-1112


      Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as 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 [ ]

      On November 13, 2002, there were 102,467,934 shares outstanding of the Registrant’s common stock, $0.0001 par value.




 

ALLIED CAPITAL CORPORATION

FORM 10-Q INDEX

       
PART I. FINANCIAL INFORMATION
   
Item 1. Financial Statements
  1
Consolidated Balance Sheet as of September 30, 2002 (unaudited) and December 31, 2001
  1
Consolidated Statement of Operations — For the Three and Nine Months Ended September 30, 2002 and 2001 (unaudited)
  2
Consolidated Statement of Changes in Net Assets — For the Nine Months Ended September 30, 2002 and 2001 (unaudited)
  3
Consolidated Statement of Cash Flows — For the Nine Months Ended September 30, 2002 and 2001 (unaudited)
  4
Consolidated Statement of Investments as of September 30, 2002 (unaudited) and December 31, 2001
  5
Notes to Consolidated Financial Statements
  25
Independent Accountants’ Review Report
  43
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
  44
Item 3. Quantitative and Qualitative Disclosures about Market Risk
  84
Item 4. Controls and Procedures
  86
 
PART II. OTHER INFORMATION
   
 
Item 1. Legal Proceedings
  87
 
Item 2. Changes in Securities and Use of Proceeds
  87
 
Item 3. Defaults Upon Senior Securities
  87
 
Item 4. Submission of Matters to Vote of Security Holders
  87
 
Item 5. Other Information
  87
 
Item 6. Exhibits and Reports on Form 8-K
  87
 
Signatures
  91
 
Certification of Chief Executive Officer
  92
 
Certification of Chief Financial Officer
  94


 

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

                       
September 30, December 31,
2002 2001


(in thousands, except share and per share amounts) (unaudited)
ASSETS
Portfolio at value:
               
 
Private finance
               
   
Companies more than 25% owned (cost: 2002-$550,629; 2001-$451,705)
  $ 589,613     $ 505,620  
   
Companies 5% to 25% owned (cost: 2002-$235,006; 2001-$211,030)
    266,131       232,399  
   
Companies less than 5% owned (cost: 2002-$871,077; 2001-$891,231)
    806,824       857,053  
     
     
 
     
Total private finance
    1,662,568       1,595,072  
 
Commercial real estate finance (cost: 2002-$645,219; 2001-$732,636)
    681,056       734,518  
     
     
 
     
Total portfolio at value
    2,343,624       2,329,590  
     
     
 
Other assets
    155,741       130,234  
Cash and cash equivalents
    23,630       889  
     
     
 
     
Total assets
  $ 2,522,995     $ 2,460,713  
     
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
               
 
Notes payable and debentures
  $ 869,200     $ 876,056  
 
Revolving line of credit
    121,500       144,750  
 
Accounts payable and other liabilities
    96,246       80,784  
     
     
 
     
Total liabilities
    1,086,946       1,101,590  
     
     
 
Commitments and contingencies
               
Preferred stock
    7,000       7,000  
Shareholders’ equity:
               
 
Common stock, $0.0001 par value, 200,000,000 shares authorized; 102,467,934 and 99,607,396 shares issued and outstanding at September 30, 2002, and December 31, 2001, respectively
    10       10  
 
Additional paid-in capital
    1,420,995       1,352,688  
 
Notes receivable from sale of common stock
    (25,356 )     (26,028 )
 
Net unrealized appreciation
    16,320       39,981  
 
Undistributed (distributions in excess of) earnings
    17,080       (14,528 )
     
     
 
     
Total shareholders’ equity
    1,429,049       1,352,123  
     
     
 
     
Total liabilities and shareholders’ equity
  $ 2,522,995     $ 2,460,713  
     
     
 
Net asset value per common share
  $ 13.95     $ 13.57  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

1


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

                                         
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,


2002 2001 2002 2001
(in thousands, except per share amounts)



(unaudited) (unaudited)
Interest and related portfolio income:
                               
 
Interest and dividends
                               
     
Companies more than 25% owned
  $ 9,661     $ 5,776     $ 28,468     $ 16,664  
     
Companies 5% to 25% owned
    6,837       6,973       21,222       19,884  
     
Companies less than 5% owned
    51,126       47,274       145,599       137,174  
     
     
     
     
 
       
Total interest and dividends
    67,624       60,023       195,289       173,722  
 
Premiums from loan dispositions
                               
     
Companies more than 25% owned
          339             850  
     
Companies less than 5% owned
    392             2,051       1,220  
     
     
     
     
 
       
Total premiums from loan dispositions
    392       339       2,051       2,070  
 
Fees and other income
                               
     
Companies more than 25% owned
    5,250       9,059       19,115       15,136  
     
Companies 5% to 25% owned
    636       49       1,112       199  
     
Companies less than 5% owned
    2,427       3,164       14,346       15,317  
     
     
     
     
 
       
Total fees and other income
    8,313       12,272       34,573       30,652  
     
     
     
     
 
       
Total interest and related portfolio income
    76,329       72,634       231,913       206,444  
     
     
     
     
 
Expenses:
                               
 
Interest
    17,430       16,093       52,414       47,974  
 
Employee
    8,153       8,213       24,462       22,269  
 
Administrative
    5,052       4,139       12,913       10,166  
     
     
     
     
 
       
Total operating expenses
    30,635       28,445       89,789       80,409  
     
     
     
     
 
Net investment income before income tax expense and net realized and unrealized gains
    45,694       44,189       142,124       126,035  
Income tax expense
    600             600        
     
     
     
     
 
Net investment income before net realized and unrealized gains
    45,094       44,189       141,524       126,035  
     
     
     
     
 
Net realized and unrealized gains:
                               
 
Net realized gains (losses)
                               
   
Companies more than 25% owned
    60,063       2,623       59,433       1,893  
   
Companies 5% to 25% owned
    (700 )           18       4,571  
   
Companies less than 5% owned
    (11,141 )     725       (2,379 )     1,875  
     
     
     
     
 
       
Total net realized gains
    48,222       3,348       57,072       8,339  
 
Net unrealized gains (losses)
    (47,796 )     12,166       (23,661 )     23,463  
     
     
     
     
 
       
Total net realized and unrealized gains
    426       15,514       33,411       31,802  
     
     
     
     
 
Net increase in net assets resulting from operations
  $ 45,520     $ 59,703     $ 174,935     $ 157,837  
     
     
     
     
 
Basic earnings per common share
  $ 0.44     $ 0.64     $ 1.73     $ 1.77  
     
     
     
     
 
Diluted earnings per common share
  $ 0.44     $ 0.63     $ 1.70     $ 1.74  
     
     
     
     
 
Weighted average common shares outstanding — basic
    102,327       92,903       101,329       89,282  
     
     
     
     
 
Weighted average common shares outstanding — diluted
    103,302       94,585       103,040       90,864  
     
     
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

2


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

                     
For the Nine Months
Ended September 30,

2002 2001
(in thousands, except per share amounts)

(unaudited)
Operations:
               
 
Net investment income before income tax expense and net realized and unrealized gains
  $ 142,124     $ 126,035  
 
Income tax expense
    600       —   
 
Net realized gains
    57,072       8,339  
 
Net unrealized gains (losses)
    (23,661 )     23,463  
     
     
 
   
Net increase in net assets resulting from operations
    174,935       157,837  
     
     
 
Shareholder distributions:
               
 
Common stock dividends
    (166,823 )     (135,702 )
 
Preferred stock dividends
    (165 )     (165 )
     
     
 
   
Net decrease in net assets resulting from shareholder distributions
    (166,988 )     (135,867 )
     
     
 
Capital share transactions:
               
 
Sale of common stock
    49,920       237,037  
 
Issuance of common stock upon the exercise of stock options
    13,290       7,826  
 
Issuance of common stock in lieu of cash distributions
    4,696       4,879  
 
Net decrease (increase) in notes receivable from sale of common stock
    672       (1,167 )
 
Other
    401       —   
     
     
 
   
Net increase in net assets resulting from capital share transactions
    68,979       248,575  
     
     
 
   
Total increase in net assets
  $ 76,926     $ 270,545  
     
     
 
Net assets at beginning of period
  $ 1,352,123     $ 1,029,692  
     
     
 
Net assets at end of period
  $ 1,429,049     $ 1,300,237  
     
     
 
Net asset value per common share
  $ 13.95     $ 13.42  
     
     
 
Common shares outstanding at end of period
    102,468       96,921  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

3


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

                       
For the Nine Months
Ended September 30,

2002 2001
(in thousands)

(unaudited)
Cash flows from operating activities:
               
 
Net increase in net assets resulting from operations
  $ 174,935     $ 157,837  
 
Adjustments
               
   
Portfolio investments
    (353,026 )     (513,489 )
   
Repayments of investment principal
    111,691       50,413  
   
Proceeds from investment sales
    213,474       129,980  
   
Change in accrued or reinvested interest and dividends
    (32,999 )     (40,359 )
   
Changes in other assets and liabilities
    (7,845 )     1,508  
   
Amortization of loan discounts and fees
    (15,479 )     (11,793 )
   
Depreciation and amortization
    1,053       724  
   
Realized losses
    36,282       1,603  
   
Net unrealized losses (gains)
    23,661       (23,463 )
     
     
 
     
Net cash provided by (used in) operating activities
    151,747       (247,039 )
     
     
 
Cash flows from financing activities:
               
 
Sale of common stock
    49,920       237,037  
 
Sale of common stock upon the exercise of stock options
    10,909       3,369  
 
Collections of notes receivable from sale of common stock
    3,053       3,293  
 
Common stock dividends and distributions paid
    (162,127 )     (130,823 )
 
Preferred stock dividends paid
    (165 )     (165 )
 
Net borrowings under (repayments on) notes payable and debentures
    (6,856 )     12,836  
 
Net borrowings under (repayments on) revolving line of credit
    (23,250 )     125,000  
 
Other
    (490 )     (2,817 )
     
     
 
     
Net cash provided by (used in) financing activities
    (129,006 )     247,730  
     
     
 
Net increase in cash and cash equivalents
  $ 22,741     $ 691  
     
     
 
Cash and cash equivalents at beginning of period
  $ 889     $ 2,449  
     
     
 
Cash and cash equivalents at end of period
  $ 23,630     $ 3,140  
     
     
 

The accompanying notes are an integral part of these consolidated financial statements.

4


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INVESTMENTS

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




Companies More Than 25% Owned                
Acme Paging, L.P.
  Loan   $ 3,525     $ 3,525  
 
(Telecommunications)
  Common Stock (177 shares)     27       27  
    Equity Interests     13,274       11,819  

American Healthcare Services, Inc.
  Debt Securities     40,643       40,643  
 
(Healthcare)
  Common Stock (79,567,042 shares)     1,000       100  
    Guaranty ($915)            

Avborne, Inc. 
  Loan     9,625       9,625  
 
(Business Services)
  Common Stock (27,500 shares)            
      Preferred Stock (12,500 shares)     14,138       3,500  

Business Loan Express, Inc. 
  Loan     6,000       6,000  
 
(Financial Services)
  Debt Securities     83,206       83,206  
    Preferred Stock (25,111 shares)     25,111       25,111  
    Common Stock (25,503,043 shares)     104,641       140,000  
    Guaranty ($48,476 — See Note 3)            
    Standby Letters of Credit ($10,550 — See Note 3)            

The Color Factory Inc. 
  Loan     8,590       8,590  
 
(Consumer Products)
  Preferred Stock (1,000 shares)     1,002       1,002  
    Common Stock (980 shares)     6,535       8,035  

EDM Consulting, LLC
  Debt Securities     1,875       443  
 
(Business Services)
  Equity Interests     250        

Elmhurst Consulting, LLC
  Loan     14,484       14,484  
 
(Business Services)
  Equity Interests     5,165       5,165  

Foresite Towers, LLC
  Equity Interests     15,522       15,022  
 
(Tower Leasing)
                   

Gordian Group, Inc.
  Loan     7,213       7,213  
 
(Business Services)
  Common Stock (1,000 shares)     2,088       2,088  

HealthASPex, Inc.
  Preferred Stock (1,451,380 shares)     4,900       2,617  
 
(Business Services)
  Preferred Stock (700,000 shares)     700       700  
    Common Stock (1,451,380 shares)     4        

The Hillman Companies Inc.(1)
  Debt Securities     41,494       41,494  
 
(Consumer Products)
  Common Stock (6,890,937 shares)     57,169       90,013  

HMT, Inc.
  Debt Securities     9,058       9,058  
 
(Business Services)
  Preferred Stock (519,484 shares)     2,078       2,078  
    Common Stock (300,000 shares)     3,000       1,694  
    Warrants     1,155       651  

(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

5


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




xMonitoring Solutions, Inc.
  Debt Securities   $ 1,823     $ 153  
 
(Business Services)
  Common Stock (33,333 shares)            
    Warrants            

MVL Group, Inc.
  Loan     17,017       17,017  
 
(Business Services)
  Debt Securities     16,236       16,236  
    Common Stock (648,638 shares)            

Powell Plant Farms, Inc.
  Loan     22,223       12,709  
 
(Consumer Products)
  Preferred Stock (1,483 shares)            
      Warrants            

Spa Lending Corporation
  Preferred Stock (28,672 shares)     395       276  
 
(Recreation)
  Common Stock (6,208 shares)            

STS Operating, Inc.
  Common Stock (3,000,000 shares)     3,177       3,177  
 
(Industrial Products)
                   

Sure-Tel, Inc.
  Preferred Stock (1,000,000 shares)     1,000       1,000  
 
(Consumer Services)
  Common Stock (37,000 shares)     5,018       5,018  

Total Foam, Inc.
  Debt Securities     258       124  
 
(Industrial Products)
  Common Stock (910 shares)     10        

          Total companies more than 25% owned   $ 550,629     $ 589,613  

Companies 5% to 25% Owned

Aspen Pet Products, Inc. 
  Loans   $ 16,368     $ 16,368  
 
(Consumer Products)
  Preferred Stock (2,024 shares)     1,981       1,981  
    Common Stock (1,400 shares)     140       140  

Autania AG(1,3)
  Debt Securities     4,486       4,486  
 
(Industrial Products)
  Common Stock (250,000 shares)     2,169       2,145  

CBA-Mezzanine Capital Finance, LLC
  Loan     2,418       2,418  
 
(Financial Services)
                   

Colibri Holding Corporation
  Loans     3,486       3,486  
 
(Consumer Products)
  Preferred Stock (237 shares)     248       248  
    Common Stock (3,362 shares)     1,250       1,088  
    Warrants     290       252  

CorrFlex Graphics, LLC
  Debt Securities     11,940       11,940  
 
(Business Services)
  Warrants           17,490  
    Options           1,510  

CyberRep
  Loan     1,224       1,224  
 
(Business Services)
  Debt Securities     14,716       14,716  
    Warrants     660       4,510  

The Debt Exchange Inc.
  Preferred Stock (921,829 shares)     1,250       1,250  
 
(Business Services)
                   

(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

6


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




International Fiber Corporation
  Debt Securities   $ 22,552     $ 22,552  
 
(Industrial Products)
  Common Stock (1,029,069 shares)     5,483       7,755  
    Warrants     550       778  

Liberty-Pittsburgh Systems, Inc.
  Debt Securities     3,497       3,497  
 
(Business Services)
  Common Stock (123,929 shares)     142       142  

Litterer Beteiligungs-GmbH(3)
  Debt Securities     1,070       1,070  
 
(Business Services)
  Equity Interest     358       358  

Logic Bay Corporation
  Preferred Stock (1,131,222 shares)     5,000        
 
(Business Services)
                   

Magna Card, Inc.
  Debt Securities     153       153  
 
(Consumer Products)
  Preferred Stock (1,875 shares)     94       94  
    Common Stock (4,687 shares)            

Master Plan, Inc.
  Loan     959       959  
 
(Business Services)
  Common Stock (156 shares)     42       42  

MortgageRamp.com, Inc.
  Common Stock (772,000 shares)     3,860       3,860  
 
(Business Services)
                   

Morton Grove
  Loan     16,356       16,356  
 
Pharmaceuticals, Inc. 
  Preferred Stock (106,947 shares)     5,000       14,000  
 
(Consumer Products)
                   

Nobel Learning Communities,
  Debt Securities     9,729       9,729  
 
Inc.(1)
  Preferred Stock (1,063,830 shares)     2,000       2,000  
 
(Education)
  Warrants     575       382  

North American Archery, LLC
  Loans     1,390       840  
 
(Consumer Products)
  Convertible Debentures     2,248       59  
    Guaranty ($1,020)            

Packaging Advantage
  Debt Securities     14,207       14,207  
 
Corporation
  Common Stock (232,168 shares)     2,386       2,386  
 
(Business Services)
  Warrants     963       963  

Professional Paint, Inc.
  Debt Securities     22,791       22,791  
 
(Consumer Products)
  Preferred Stock (15,000 shares)     19,500       19,500  
    Common Stock (110,000 shares)     69       5,000  

Progressive International
  Debt Securities     3,965       3,965  
 
Corporation
  Preferred Stock (500 shares)     500       500  
 
(Consumer Products)
  Common Stock (197 shares)     13       13  
    Warrants            

Redox Brands, Inc.
  Debt Securities     9,744       9,744  
 
(Consumer Products)
  Preferred Stock (2,404,086 shares)     6,974       6,974  
    Warrants     584       584  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

7


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




Staffing Partners Holding
  Loan   $ 2,500     $ 2,500  
 
Company, Inc.
  Debt Securities     4,993       4,993  
 
(Business Services)
  Preferred Stock (414,600 shares)     2,073       2,073  
    Common Stock (50,200 shares)     50       50  
    Warrants     10       10  

          Total companies 5% to 25% owned   $ 235,006     $ 266,131  

Companies Less Than 5% Owned
ACE Products, Inc. 
  Loans   $ 17,164     $ 13,061  
 
(Industrial Products)
                   

Advantage Mayer, Inc. 
  Debt Securities     10,702       10,702  
 
(Business Services)
  Warrants     382       1,455  

Alderwoods Group, Inc.(1)
  Common Stock (357,568 shares)     5,006       2,324  
 
(Consumer Services)
                   

Allied Office Products, Inc.
  Debt Securities     7,628       50  
 
(Business Services)
  Warrants     629        

American Barbecue & Grill, Inc. 
  Warrants     125        
 
(Retail)
                   

American Home Care Supply,
  Debt Securities     6,950       6,950  
 
LLC
  Warrants     579       1,849  
 
(Consumer Products)
                   

ASW Holding Corporation
  Warrants     25       25  
 
(Industrial Products)
                   

Bakery Chef, Inc.
  Loans     17,908       17,908  
 
(Consumer Products)
                   

Blue Rhino Corporation(1)
  Debt Securities     13,965       13,965  
 
(Consumer Products)
  Warrants     1,200       15,300  

Border Foods, Inc.
  Debt Securities     9,365       9,365  
 
(Consumer Products)
  Preferred Stock (50,919 shares)     2,000       2,000  
    Warrants     665       665  

Camden Partners Strategic Fund II, L.P.(4)
  Limited Partnership Interest     2,124       2,238  
 
(Private Equity Fund)
                   

Candlewood Hotel Company(1)
  Preferred Stock (3,250 shares)     3,250       975  
 
(Hospitality)
                   

Celebrities, Inc. 
  Loan     220       220  
 
(Broadcasting & Cable)
  Warrants     12       492  

Clif Bar, Inc.
  Loan     24,889       24,889  
 
(Consumer Products)
                   

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

8


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




Component Hardware Group, Inc.
  Debt Securities   $ 11,157     $ 11,157  
 
(Industrial Products)
  Preferred Stock (18,000 shares)     2,229       2,229  
    Common Stock (2,000 shares)     200       200  

Cooper Natural Resources, Inc. 
  Loan     299       299  
 
(Industrial Products)
  Debt Securities     1,849       1,849  
    Preferred Stock (6,316 shares)     1,427       1,427  
    Warrants     832       832  

Coverall North America, Inc. 
  Loan     12,403       12,403  
 
(Business Services)
  Debt Securities     6,423       6,423  

CPM Acquisition Corporation
  Loan     10,055       10,055  
 
(Industrial Products)
                   

CTT Holdings
  Loan     1,500       1,500  
 
(Consumer Products)
                   

Cumulus Media, Inc. (1)
  Common Stock (11,037 shares)     198       195  
 
(Broadcasting & Cable)
                   

Drilltec Patents &
  Loan     10,918        
 
Technologies Company, Inc. 
  Debt Securities     1,500        
 
(Industrial Products)
  Warrants            

eCentury Capital Partners, L.P.(4)
  Limited Partnership Interest     1,875       1,675  
 
(Private Equity Fund)
                   

El Dorado Communications, Inc.
  Loans     306       232  
 
(Broadcasting & Cable)
                   

Elexis Beta GmbH(3)
  Options     426       426  
 
(Industrial Products)
                   

Eparfin S.A.(3)
  Loan     29       29  
 
(Consumer Products)
                   

E-Talk Corporation
  Debt Securities     8,852       300  
 
(Business Services)
  Warrants     1,157        

Executive Greetings, Inc.
  Debt Securities     18,061       18,061  
 
(Business Services)
  Warrants     360       360  

Fairchild Industrial Products
  Debt Securities     5,924       5,924  
 
Company
  Warrants     280       1,100  
 
(Industrial Products)
                   

Galaxy American
  Debt Securities     48,989       25,000  
 
Communications, LLC
  Options            
 
(Broadcasting & Cable)
  Standby Letter of Credit ($750)            

Garden Ridge Corporation
  Debt Securities     27,133       27,133  
 
(Retail)
  Preferred Stock (1,130 shares)     1,130       1,130  
    Common Stock (188,400 shares)     613       613  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

9


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




GC-Sun Holdings II, LP (Kar Products, LP)
  Loans   $ 7,738     $ 7,738  
 
(Business Services)
                   

Gibson Guitar Corporation
  Debt Securities     17,753       17,753  
 
(Consumer Products)
  Warrants     525       2,325  

Ginsey Industries, Inc.
  Loans     5,000       5,000  
 
(Consumer Products)
  Convertible Debentures     500       500  
    Warrants           1,500  

Global Communications, LLC
  Loan     1,998       1,998  
 
(Business Services)
  Debt Securities     16,033       16,033  
    Equity Interest     12,707       12,707  
    Options     1,639       1,639  

Grant Broadcasting Systems II
  Warrants     87       3,000  
 
(Broadcasting & Cable)
                   

Grotech Partners, VI, L.P.(4)
  Limited Partnership Interest     2,803       2,369  
 
(Private Equity Fund)
                   

The Hartz Mountain Corporation
  Debt Securities     27,616       27,616  
 
(Consumer Products)
  Common Stock (200,000 shares)     2,000       2,000  
    Warrants     2,613       2,613  

Haven Eldercare of New England, LLC
  Loan     35,633       35,633  
 
(Healthcare)
                   

Headwaters Incorporated(1)
  Loan     9,951       9,951  
 
(Industrial Products)
                   

Hotelevision, Inc.
  Preferred Stock (315,100 shares)     315        
 
(Broadcasting & Cable)
                   

Icon International, Inc.
  Common Stock (35,228 shares)     1,219       2,712  
 
(Business Services)
                   

Impact Innovations Group, LLC
  Debt Securities     6,797       3,436  
 
(Business Services)
  Warrants     1,674        

Intellirisk Management Corporation
  Loans     23,035       23,035  
 
(Business Services)
                   

Interline Brands, Inc.
  Debt Securities     33,733       33,733  
 
(Business Services)
  Preferred Stock (199,313 shares)     1,849       1,849  
    Common Stock (15,615 shares)     139       139  
    Warrants     1,181       1,181  

Jakel, Inc.
  Loan     23,307       14,255  
 
(Industrial Products)
                   

JRI Industries, Inc.
  Debt Securities     2,018       2,018  
 
(Industrial Products)
  Warrants     74       74  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

10


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




Julius Koch USA, Inc.
  Warrants   $ 259     $ 8,000  
 
(Industrial Products)
                   

Kirker Enterprises, Inc.
  Warrants     348       3,501  
 
(Industrial Products)
  Equity Interest     4       4  

Kirkland’s, Inc.(1)
  Common Stock (240,442 shares)     66       3,700  
 
(Retail)
                   

Kyrus Corporation
  Debt Securities     7,145       7,145  
 
(Business Services)
  Warrants     348       348  

Love Funding Corporation
  Preferred Stock (26,000 shares)     359       213  
 
(Financial Services)
                   

Matrics, Inc.
  Preferred Stock (511,876 shares)     500       500  
 
(Business Services)
  Warrants            

MedAssets.com, Inc.
  Debt Securities     15,618       15,618  
 
(Business Services)
  Preferred Stock (260,417 shares)     2,049       2,049  
    Warrants     136       136  

Mid-Atlantic Venture Fund IV, L.P.(4)
  Limited Partnership Interest     3,975       2,555  
 
(Private Equity Fund)
                   

Midview Associates, L.P.
  Warrants            
 
(Housing)
                   

Most Confiserie GmbH & Co KG(3)
  Loan     943       50  
 
(Consumer Products)
                   

NetCare, AG(3)
  Loan     760       50  
 
(Business Services)
  Common Stock (262,784 shares)     226        

Norstan Apparel Shops, Inc.
  Debt Securities     11,786       11,786  
 
(Retail)
  Common Stock (29,477 shares)     4,750       4,750  
      Warrants     655       655  

Northeast Broadcasting Group, L.P.
  Debt Securities     278       278  
 
(Broadcasting & Cable)
                   

Novak Biddle Venture Partners III, L.P.(4)
  Limited Partnership Interest     690       690  
 
(Private Equity Fund)
                   

Nursefinders, Inc.
  Debt Securities     11,178       11,178  
 
(Business Services)
  Warrants     900       2,200  

Onyx Television GmbH(3)
  Preferred Units (120,000 shares)     201       8  
 
(Broadcasting & Cable)
                   

Opinion Research Corporation(1)
  Debt Securities     14,313       14,313  
 
(Business Services)
  Warrants     996       687  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

11


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




Oriental Trading Company, Inc.
  Preferred Equity Interest   $ 1,751     $ 1,751  
 
(Consumer Products)
  Common Equity Interest           2,600  

Outsource Partners, Inc.
  Debt Securities     24,077       24,077  
 
(Business Services)
  Warrants     826       826  

Pico Products, Inc.
  Loan     1,406       1,406  
 
(Industrial Products)
                   

Polaris Pool Systems, Inc.
  Debt Securities     10,691       10,691  
 
(Consumer Products)
  Warrants     1,145       1,145  

Proeducation GmbH(3)
  Loan     261       261  
 
(Education)
                   

Prosperco Finanz Holding AG(3)
  Convertible Debentures     5,305       5,305  
 
(Financial Services)
  Common Stock (1,528 shares)     1,059       708  
    Warrants            

Raytheon Aerospace, LLC
  Debt Securities     5,169       5,169  
 
(Business Services)
  Equity Interest           250  

Scitor Corporation
  Loan     21,893       21,893  
 
(Business Services)
                   

Simula, Inc.(1)
  Loan     20,863       20,863  
 
(Industrial Products)
                   

Soff-Cut Holdings, Inc.
  Debt Securities     8,999       8,999  
 
(Industrial Products)
  Preferred Stock (300 shares)     300       300  
    Common Stock (2,000 shares)     200       200  

Southwest PCS, LLC
  Loan     6,220       6,220  
 
(Telecommunications)
                   

Startec Global Communications
  Loan     23,815       23,815  
 
Corporation(1)
  Debt Securities     20,737       245  
 
(Telecommunications)
  Common Stock (258,064 shares)     3,000        
    Warrants            

SunStates Refrigerated
  Loans     4,722       2,847  
 
Services, Inc.
  Debt Securities     2,445        
 
(Warehouse Facilities)
                   

Sydran Food Services II, L.P.
  Debt Securities     12,973       12,973  
 
(Retail)
  Equity Interests     3,909        
    Warrants            

Tubbs Snowshoe
  Debt Securities     3,924       3,924  
 
Company, LLC
  Equity Interests     500       500  
 
(Consumer Products)
  Warrants     54       54  

United Pet Group, Inc.
  Debt Securities     9,023       9,023  
 
(Consumer Products)
  Warrants     85       85  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

12


 

                       
September 30, 2002
Private Finance
Portfolio Company (unaudited)
(in thousands, except number of shares) Investment(2) Cost Value




Updata Venture Partners II, L.P.(4)
  Limited Partnership Interest   $ 502     $ 1,650  
 
(Private Equity Fund)
                   

Venturehouse Group, LLC(4)
  Equity Interest     667       378  
 
(Private Equity Fund)
                   

Walker Investment Fund II, LLLP(4)
  Limited Partnership Interest     1,200       887  
 
(Private Equity Fund)
                   

Warn Industries, Inc.
  Debt Securities     11,522       11,522  
 
(Consumer Products)
  Warrants     1,429       3,379  

Wilshire Restaurant Group, Inc.
  Debt Securities     15,901       15,901  
 
(Retail)
  Warrants     735       735  

Wilton Industries, Inc.
  Loan     12,000       12,000  
 
(Consumer Products)
                   

Woodstream Corporation
  Loan     2,621       2,621  
 
(Consumer Products)
  Debt Securities     7,665       7,665  
    Equity Interests     1,700       4,547  
    Warrants     450       1,203  

          Total companies less than 5% owned   $ 871,077     $ 806,824  

          Total private finance (127 portfolio companies)   $ 1,656,712     $ 1,662,568  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

13


 

                                     
September 30, 2002
(unaudited)
Stated
(in thousands, except number of loans) Interest Face Cost Value





Commercial Real Estate Finance
                               

Commercial Mortgage-Backed Securities
                               
CMBS Bonds
                               
 
Mortgage Capital Funding, Series 1998-MC3
    5.5 %   $ 50,404     $ 24,871     $ 25,901  
 
Morgan Stanley Capital I, Series 1999-RM1
    6.4 %     47,566       19,470       20,175  
 
COMM 1999-1
    5.6 %     70,159       33,472       34,584  
 
Morgan Stanley Capital I, Series 1999-FNV1
    6.1 %     33,485       14,005       14,379  
 
DLJ Commercial Mortgage Trust 1999-CG2
    6.1 %     74,140       31,194       32,470  
 
Commercial Mortgage Acceptance Corp., Series 1999-C1
    6.8 %     31,884       14,338       15,205  
 
LB Commercial Mortgage Trust, Series 1999-C2
    6.7 %     25,872       9,767       10,704  
 
Chase Commercial Mortgage Securities Corp., Series 1999-2
    6.5 %     33,380       13,906       15,217  
 
FUNB CMT, Series 1999-C4
    6.5 %     39,283       15,696       16,827  
 
Heller Financial, HFCMC Series 2000 PH-1
    6.8 %     42,442       16,795       18,267  
 
SBMS VII, Inc., Series 2000-NL1
    7.2 %     18,549       9,200       9,941  
 
DLJ Commercial Mortgage Trust, Series 2000-CF1
    7.0 %     35,773       16,577       17,716  
 
Deutsche Bank Alex. Brown, Series Comm 2000-C1
    6.9 %     34,935       14,773       16,458  
 
LB-UBS Commercial Mortgage Trust, Series 2000-C4
    6.9 %     31,820       11,130       12,364  
 
Credit Suisse First Boston Mortgage Securities Corp., Series 2001-CK1
    5.9 %     35,847       13,677       15,212  
 
JP Morgan-CIBC-Deutsche 2001
    5.8 %     39,933       15,725       16,836  
 
Lehman Brothers-UBS Warburg 2001-C4
    6.4 %     42,014       17,397       19,017  
 
SBMS VII, Inc., Series 2001-C1
    6.1 %     35,536       12,559       13,789  
 
GE Capital Commercial Mortgage Securities Corp., Series 2001-2
    6.1 %     39,012       16,089       17,280  
 
Credit Suisse First Boston Mortgage Securities Corp., Series 2001-CKN5
    5.2 %     40,150       15,464       16,515  
 
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2001-C1
    5.6 %     37,178       12,879       13,944  
 
SBMS VII, Inc., Series 2001-C2
    6.2 %     31,369       11,604       12,620  
 
FUNB CMT, Series 2002-C1
    6.0 %     38,238       16,722       18,618  
 
GE Capital Commercial Mortgage Corp., Series 2002-1
    6.2 %     80,490       44,510       52,892  
 
GMAC Commercial Mortgage Securities, Inc., Series 2002-C2
    5.8 %     62,703       34,790       39,471  

   
Total CMBS bonds
          $ 1,052,162     $ 456,610     $ 496,402  

Collateralized Debt Obligation Preferred Shares
                               
 
Crest 2001-1, Ltd.(3)
            23,639       23,639       23,639  
 
Crest 2002-1, Ltd.(3)
            23,513       23,513       23,513  
 
Crest 2002-IG, Ltd.(3)
            4,915       4,915       4,915  
 
Crest Clarendon Street 2002-1, Ltd.(3)
            964       964       964  

   
Total collateralized debt obligation preferred shares
          $ 53,031     $ 53,031     $ 53,031  

   
Total CMBS
          $ 1,105,193     $ 509,641     $ 549,433  

                                   
Interest Number of
Rate Ranges Loans Cost Value




Commercial Mortgage Loans
                               
      Up to 6.99%       9     $ 9,723     $ 10,753  
      7.00%- 8.99%       18       19,514       17,150  
      9.00%-10.99%       9       9,858       9,858  
      11.00%-12.99%       10       14,436       13,970  
      13.00%-14.99%       7       7,880       7,880  
    15.00% and above     1       45       45  

 
Total commercial mortgage loans
            54     $ 61,456     $ 59,656  

Residual Interest
                  $ 69,335     $ 69,035  
Real Estate Owned
                    4,787       2,932  

 
Total commercial real estate finance
                  $ 645,219     $ 681,056  

Total portfolio
                  $ 2,301,931     $ 2,343,624  

                                 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

14


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INVESTMENTS

                       
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




Companies More Than 25% Owned                

Acme Paging, L.P.
  Debt Securities   $ 6,992     $ 6,992  
 
(Telecommunications)
  Equity Interests     3,640       2,184  

American Healthcare Services,
  Debt Securities     40,194       40,194  
 
Inc.
  Common Stock (79,567,042 shares)     1,000       100  
 
(Healthcare)
  Guaranty ($195)            

Business Loan Express, Inc. 
  Loan     6,000       6,000  
 
(Financial Services)
  Debt Securities     76,242       76,242  
    Preferred Stock (25,111 shares)     25,111       25,111  
    Common Stock (25,503,043 shares)     104,596       120,096  
    Guaranty ($51,350 — See Note 3)            

The Color Factory Inc. 
  Loan     5,346       5,346  
 
(Consumer Products)
  Preferred Stock (600 shares)     788       788  
    Common Stock (980 shares)     6,535       8,035  

Directory Investment Corporation
  Common Stock (470 shares)     112       32  
 
(Publishing)
                   

Directory Lending Corporation
  Series A Common Stock (34 shares)            
 
(Publishing)
  Series B Common Stock (6 shares)     8        
    Series C Common Stock (10 shares)     22        

EDM Consulting, LLC
  Debt Securities     1,875       443  
 
(Business Services)
  Equity Interest     250        

Elmhurst Consulting, LLC
  Loan     7,762       7,762  
 
(Business Services)
  Equity Interests     5,157       5,157  

Foresite Towers, LLC
  Equity Interests     15,500       15,500  
 
(Tower Leasing)
                   

HealthASPex, Inc.
  Preferred Stock (1,451,380 shares)     4,900       3,900  
 
(Business Services)
  Preferred Stock (611,923 shares)     612       612  
    Common Stock (1,451,380 shares)     4        

The Hillman Companies, Inc.
  Debt Securities     40,071       40,071  
 
(Consumer Products)
  Common Stock (6,890,937 shares)     57,156       57,156  

HMT, Inc.
  Debt Securities     8,995       8,995  
 
(Business Services)
  Common Stock (300,000 shares)     3,000       3,000  
    Warrants     1,155       1,155  

Monitoring Solutions, Inc.
  Debt Securities     1,823       153  
 
(Business Services)
  Common Stock (33,333 shares)            
    Warrants            

(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

15


 

                         
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




Spa Lending Corporation
  Preferred Stock (28,625 shares)   $ 485     $ 375  
 
(Recreation)
  Common Stock (6,208 shares)     25       18  

STS Operating, Inc.
  Common Stock (3,000,000 shares)     3,177       3,177  
 
(Industrial Products)
                   

Sure-Tel, Inc.
  Loan     1,207       1,207  
 
(Consumer Services)
  Preferred Stock (1,116,902 shares)     4,642       4,642  
    Warrants     662       662  
    Options            

Total Foam, Inc.
  Debt Securities     263       127  
 
(Industrial Products)
  Common Stock (910 shares)     10        

WyoTech Acquisition
  Debt Securities     12,588       12,588  
 
Corporation
  Preferred Stock (100 shares)     3,700       3,700  
 
(Education)
  Common Stock (99 shares)     100       44,100  

     Total companies more than 25% owned   $ 451,705     $ 505,620  

Companies 5% to 25% Owned                

Aspen Pet Products, Inc. 
  Loans   $ 14,576     $ 14,576  
 
(Consumer Products)
  Preferred Stock (1,860 shares)     1,981       1,981  
    Common Stock (1,400 shares)     140       140  

Autania AG(1,3)
  Debt Securities     4,762       4,762  
 
(Industrial Products)
  Common Stock (250,000 shares)     2,261       2,261  

Colibri Holding Corporation
  Loans     3,464       3,464  
 
(Consumer Products)
  Preferred Stock (237 shares)     237       237  
    Common Stock (3,362 shares)     1,250       1,250  
    Warrants     290       290  

CorrFlex Graphics, LLC
  Debt Securities     2,312       2,312  
 
(Business Services)
  Warrants           6,674  
    Options           576  

Csabai Canning Factory Rt(3)
  Hungarian Quotas (9.2%)     700        
 
(Consumer Products)
                   

CyberRep
  Loan     1,109       1,109  
 
(Business Services)
  Debt Securities     14,209       14,209  
    Warrants     660       3,310  

The Debt Exchange Inc.
  Preferred Stock (921,829 shares)     1,250       1,250  
 
(Business Services)
                   

FTI Consulting, Inc.(1)
  Warrants           510  
 
(Business Services)
                   

Gibson Guitar Corporation
  Debt Securities     17,175       17,175  
 
(Consumer Products)
  Warrants     525       2,325  

(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

16


 

                         
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




International Fiber Corporation
  Debt Securities   $ 22,257     $ 22,257  
 
(Industrial Products)
  Common Stock (1,029,068 shares)     5,483       6,982  
    Warrants     550       700  

Liberty-Pittsburgh Systems, Inc.
  Debt Securities     3,487       3,487  
 
(Business Services)
  Common Stock (123,929 shares)     142       142  

Logic Bay Corporation
  Preferred Stock (1,131,222 shares)     5,000       5,000  
 
(Business Services)
                   

Magna Card, Inc.
  Debt Securities     153       153  
 
(Consumer Products)
  Preferred Stock (1,875 shares)     94       94  
    Common Stock (4,687 shares)            

Master Plan, Inc.
  Loan     1,204       1,204  
 
(Business Services)
  Common Stock (156 shares)     42       2,042  

MortgageRamp.com, Inc.
  Common Stock (772,000 shares)     3,860       3,860  
 
(Business Services)
                   

Morton Grove
  Loan     16,150       16,150  
 
Pharmaceuticals, Inc. 
  Preferred Stock (106,947 shares)     5,000       9,000  
 
(Consumer Products)
                   

Nobel Learning Communities,
  Debt Securities     9,656       9,656  
 
Inc.(1)
  Preferred Stock (265,957 shares)     2,000       2,000  
 
(Education)
  Warrants     575       575  

North American Archery, LLC
  Loans     1,390       840  
 
(Consumer Products)
  Convertible Debentures     2,248       2,008  
    Guaranty ($270)            

Packaging Advantage
  Debt Securities     11,586       11,586  
 
Corporation
  Common Stock (200,000 shares)     2,000       2,000  
 
(Business Services)
  Warrants     963       963  

Professional Paint, Inc.
  Debt Securities     21,409       21,409  
 
(Consumer Products)
  Preferred Stock (15,000 shares)     17,215       17,215  
    Common Stock (110,000 shares)     69       3,069  

Progressive International
  Debt Securities     3,958       3,958  
 
Corporation
  Preferred Stock (500 shares)     500       500  
 
(Consumer Products)
  Common Stock (197 shares)     13       13  
    Warrants            

Staffing Partners Holding
  Debt Securities     4,992       4,992  
 
Company, Inc.
  Preferred Stock (414,600 shares)     2,073       2,073  
 
(Business Services)
  Common Stock (50,200 shares)     50       50  
    Warrants     10       10  

     Total companies 5% to 25% owned   $ 211,030     $ 232,399  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

17


 

                       
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




Companies Less Than 5% Owned                

Ability One Corporation
  Loans   $ 10,657     $ 10,657  
 
(Consumer Products)
                   

ACE Products, Inc. 
  Loans     16,875       16,875  
 
(Industrial Products)
                   

Advantage Mayer, Inc. 
  Debt Securities     10,945       10,945  
 
(Business Services)
  Warrants            

Allied Office Products, Inc.
  Debt Securities     7,491       7,491  
 
(Business Services)
  Warrants     629       629  

American Barbecue & Grill, Inc. 
  Warrants     125        
 
(Retail)
                   

American Home Care Supply, LLC
  Debt Securities     6,906       6,906  
 
(Consumer Products)
  Warrants     579       1,579  

ASW Holding Corporation
  Warrants     25       25  
 
(Industrial Products)
                   

Aurora Communications, LLC
  Loans     15,809       15,809  
 
(Broadcasting & Cable)
  Equity Interest     2,461       6,050  

Avborne, Inc. 
  Debt Securities     12,750       6,375  
 
(Business Services)
  Warrants     1,180        

Bakery Chef, Inc.
  Loans     17,018       17,018  
 
(Consumer Products)
                   

Blue Rhino Corporation(1)
  Debt Securities     13,816       13,816  
 
(Consumer Products)
  Warrants     1,200       2,000  

Border Foods, Inc.
  Debt Securities     9,313       9,313  
 
(Consumer Products)
  Preferred Stock (50,919 shares)     2,000       2,000  
    Warrants     665       665  

Camden Partners Strategic Fund II, L.P.(4)
  Limited Partnership Interest     1,295       1,295  
 
(Private Equity Fund)
                   

CampGroup, LLC
  Debt Securities     2,702       2,702  
 
(Recreation)
  Warrants     220       220  

Candlewood Hotel Company(1)
  Preferred Stock (3,250 shares)     3,250       3,250  
 
(Hospitality)
                   

Celebrities, Inc. 
  Loan     244       244  
 
(Broadcasting & Cable)
  Warrants     12       550  

Classic Vacation Group, Inc.(1)
  Loan     6,399       6,399  
 
(Consumer Products)
                   

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

18


 

                       
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




Component Hardware Group, Inc.
  Debt Securities   $ 10,774     $ 10,774  
 
(Industrial Products)
  Preferred Stock (18,000 shares)     1,800       1,800  
    Common Stock (2,000 shares)     200       200  

Convenience Corporation of
  Debt Securities     8,355       2,738  
 
America
  Preferred Stock (22,301 shares)     334        
 
(Retail)
  Warrants            

Cooper Natural Resources, Inc.
  Debt Securities     1,750       1,750  
 
(Industrial Products)
  Preferred Stock (6,316 shares)     1,427       1,427  
    Warrants     832       832  

Coverall North America, Inc. 
  Loan     10,309       10,309  
 
(Business Services)
  Debt Securities     5,324       5,324  
    Warrants            

CPM Acquisition Corporation
  Loan     9,604       9,604  
 
(Industrial Products)
                   

CTT Holdings
  Loan     1,388       1,388  
 
(Consumer Products)
                   

Drilltec Patents &
  Loan     10,918       9,262  
 
Technologies Company, Inc. 
  Debt Securities     1,500       1,500  
 
(Industrial Products)
  Warrants            

eCentury Capital Partners, L.P.(4)
  Limited Partnership Interest     1,875       1,800  
 
(Private Equity Fund)
                   

El Dorado Communications, Inc.
  Loans     306       306  
 
(Broadcasting & Cable)
                   

Elexis Beta GmbH(3)
  Options     426       526  
 
(Industrial Products)
                   

Eparfin S.A.(3)
  Loan     29       29  
 
(Consumer Products)
                   

E-Talk Corporation
  Debt Securities     8,852       6,509  
 
(Business Services)
  Warrants     1,157        

Ex Terra Credit Recovery, Inc.
  Preferred Stock (500 shares)     568       318  
 
(Business Services)
  Common Stock (2,500 shares)            
    Warrants            

Executive Greetings, Inc.
  Debt Securities     15,938       15,938  
 
(Business Services)
  Warrants     360       360  

Fairchild Industrial Products
  Debt Securities     5,872       5,872  
 
Company
  Warrants     280       2,378  
 
(Industrial Products)
                   

Galaxy American
  Debt Securities     48,869       39,217  
 
Communications, LLC
  Options            
 
(Broadcasting & Cable)
  Standby Letter of Credit ($750)            

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

19


 

                       
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




Garden Ridge Corporation
  Debt Securities   $ 26,948     $ 26,948  
 
(Retail)
  Preferred Stock (1,130 shares)     1,130       1,130  
    Common Stock (471 shares)     613       613  

Ginsey Industries, Inc.
  Loans     5,000       5,000  
 
(Consumer Products)
  Convertible Debentures     500       500  
    Warrants           504  

Global Communications, LLC
  Loan     1,990       1,990  
 
(Business Services)
  Debt Securities     14,884       14,884  
    Equity Interest     11,067       11,067  
    Options     1,639       1,639  

Grant Broadcasting Systems II
  Warrants     87       5,976  
 
(Broadcasting & Cable)
                   

Grant Television II LLC
  Options     492       492  
 
(Broadcasting & Cable)
                   

Grotech Partners, VI, L.P.(4)
  Limited Partnership Interest     1,463       1,060  
 
(Private Equity Fund)
                   

The Hartz Mountain Corporation
  Debt Securities     27,408       27,408  
 
(Consumer Products)
  Common Stock (200,000 shares)     2,000       2,000  
    Warrants     2,613       2,613  

Hotelevision, Inc.
  Preferred Stock (315,100 shares)     315       315  
 
(Broadcasting & Cable)
                   

Icon International, Inc.
  Common Stock (37,821 shares)     1,219       1,519  
 
(Business Services)
                   

Impact Innovations Group, LLC
  Debt Securities     6,598       6,598  
 
(Business Services)
  Warrants     1,674       1,674  

Intellirisk Management Corporation
  Loans     22,334       22,334  
 
(Business Services)
                   

Interline Brands, Inc.
  Debt Securities     32,839       32,839  
 
(Business Services)
  Warrants     3,169       3,169  

iSolve Incorporated
  Preferred Stock (14,853 shares)     874        
 
(Business Services)
  Common Stock (13,306 shares)     14        

Jakel, Inc.
  Loan     22,291       22,291  
 
(Industrial Products)
                   

JRI Industries, Inc.
  Debt Securities     1,972       1,972  
 
(Industrial Products)
  Warrants     74       74  

Julius Koch USA, Inc.
  Debt Securities     1,066       1,066  
 
(Industrial Products)
  Warrants     259       7,000  

Kirker Enterprises, Inc.
  Warrants     348       3,501  
 
(Industrial Products)
  Equity Interest     4       4  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

20


 

                       
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




Kirkland’s, Inc.
  Debt Securities   $ 7,676     $ 7,676  
 
(Retail)
  Preferred Stock (917 shares)     412       412  
    Warrants     96       96  

Kyrus Corporation
  Debt Securities     7,810       7,810  
 
(Business Services)
  Warrants     348       348  

The Loewen Group, Inc.(1)
  High-Yield Senior Secured Debt     15,150       12,440  
 
(Consumer Services)
                   

Love Funding Corporation
  Preferred Stock (26,000 shares)     359       213  
 
(Financial Services)
                   

Matrics, Inc.
  Preferred Stock (511,876 shares)     500       500  
 
(Business Services)
  Warrants            

MedAssets.com, Inc.
  Debt Securities     14,949       14,949  
 
(Business Services)
  Preferred Stock (260,417 shares)     2,049       2,049  
    Warrants     136       136  

Mid-Atlantic Venture Fund IV, L.P.(4)
  Limited Partnership Interest     2,475       1,586  
 
(Private Equity Fund)
                   

Midview Associates, L.P.
  Warrants            
 
(Housing)
                   

Most Confiserie GmbH & Co KG(3)
  Loan     933       933  
 
(Consumer Products)
                   

MVL Group, Inc.
  Loan     1,856       1,856  
 
(Business Services)
  Debt Securities     14,806       14,806  
    Warrants     643       643  
    Guaranty ($1,357)            

NetCare, AG(3)
  Loan     811       811  
 
(Business Services)
                   

NETtel Communications, Inc.
  Debt Securities and Receivables     11,334       4,334  
 
(Telecommunications)
                   

Northeast Broadcasting Group, L.P.
  Debt Securities     310       310  
 
(Broadcasting & Cable)
                   

Novak Biddle Venture Partners III, L.P.(4)
  Limited Partnership Interest     330       330  
 
(Private Equity Fund)
                   

Nursefinders, Inc.
  Debt Securities     11,341       11,341  
 
(Business Services)
  Warrants     900       1,500  

Onyx Television GmbH(3)
  Preferred Units (120,000 shares)     201       201  
 
(Broadcasting & Cable)
                   

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

21


 

                       
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




Opinion Research Corporation(1)
  Debt Securities   $ 14,186     $ 14,186  
 
(Business Services)
  Warrants     996       996  

Oriental Trading Company, Inc.
  Debt Securities     12,847       12,847  
 
(Consumer Products)
  Preferred Equity Interest     1,500       1,500  
    Common Equity Interest            
    Warrants     13       588  

Outsource Partners, Inc.
  Debt Securities     23,994       23,994  
 
(Business Services)
  Warrants     826       826  

Pico Products, Inc.
  Loan     1,406       1,406  
 
(Industrial Products)
                   

Polaris Pool Systems, Inc.
  Debt Securities     6,581       6,581  
 
(Consumer Products)
  Warrants     1,050       1,050  

Powell Plant Farms, Inc.
  Loan     16,993       16,993  
 
(Consumer Products)
                   

Proeducation GmbH(3)
  Loan     206       206  
 
(Education)
                   

Prosperco Finanz Holding AG(3)
  Convertible Debentures     4,899       4,899  
 
(Financial Services)
  Common Stock (1,528 shares)     956       956  
    Warrants            

Raytheon Aerospace, LLC
  Debt Securities     5,051       5,051  
 
(Business Services)
  Equity Interest            

Redox Brands, Inc.
  Debt Securities     9,462       9,462  
 
(Consumer Products)
  Warrants     584       584  

Schwinn Holdings Corporation
  Debt Securities     10,195       1,835  
 
(Consumer Products)
                   

Seasonal Expressions, Inc.
  Preferred Stock (504 shares)     500        
 
(Consumer Products)
                   

Simula, Inc.(1)
  Loan     19,914       19,914  
 
(Industrial Products)
                   

Soff-Cut Holdings, Inc.
  Debt Securities     8,569       8,569  
 
(Industrial Products)
  Preferred Stock (300 shares)     300       300  
    Common Stock (2,000 shares)     200       200  
    Warrants     446       446  

Southwest PCS, LLC
  Loan     8,243       8,243  
 
(Telecommunications)
                   

Startec Global Communications
  Loan     22,815       22,815  
 
Corporation(1)
  Debt Securities     21,286       10,301  
 
(Telecommunications)
  Common Stock (258,064 shares)     3,000        
    Warrants            

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

22


 

                         
Private Finance December 31, 2001
Portfolio Company
(in thousands, except number of shares) Investment(2) Cost Value




SunStates Refrigerated
  Loans   $ 6,062     $ 4,573  
 
Services, Inc.
  Debt Securities     2,445       877  
 
(Warehouse Facilities)
                   

Sydran Food Services II, L.P.
  Debt Securities     12,973       12,973  
 
(Retail)
  Equity Interests     3,909       3,909  
    Warrants                

Tubbs Snowshoe
  Debt Securities     3,913       3,913  
 
Company, LLC
  Equity Interests     500       500  
 
(Consumer Products)
  Warrants     54       54  

United Pet Group, Inc.
  Debt Securities     4,965       4,965  
 
(Consumer Products)
  Warrants     15       15  

Updata Venture Partners II, L.P.(4)
  Limited Partnership Interest     2,300       3,865  
 
(Private Equity Fund)
                   

Velocita, Inc.(1)
  Debt Securities     11,677       11,677  
 
(Telecommunications)
  Warrants     3,540       3,540  

Venturehouse Group, LLC(4)
  Equity Interest     667       398  
 
(Private Equity Fund)
                   

Walker Investment Fund II, LLLP(4)
  Limited Partnership Interest     1,000       743  
 
(Private Equity Fund)
                   

Warn Industries, Inc.
  Debt Securities     18,624       18,624  
 
(Consumer Products)
  Warrants     1,429       3,129  

Williams Brothers Lumber
  Warrants     24       322  
 
Company
                   
 
(Retail)
                   

Wilshire Restaurant Group, Inc.
  Debt Securities     15,106       15,106  
 
(Retail)
  Warrants     735       735  

Wilton Industries, Inc.
  Loan     12,000       12,000  
 
(Consumer Products)
                   

Woodstream Corporation
  Loan     572       572  
 
(Consumer Products)
  Debt Securities     7,631       7,631  
    Equity Interests     1,700       4,547  
    Warrants     450       1,203  

       Total companies less than 5% owned   $ 891,231     $ 857,053  

       Total private finance (135 portfolio companies)   $ 1,553,966     $ 1,595,072  

                     
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

23


 

                                     
December 31, 2001
Stated
(in thousands, except number of loans) Interest Face Cost Value





Commercial Real Estate Finance
                               

Commercial Mortgage-Backed Securities
                               
CMBS Bonds
                               
 
Mortgage Capital Funding, Series 1998-MC3
    5.5 %   $ 54,491     $ 26,888     $ 26,888  
 
Morgan Stanley Capital I, Series 1999-RM1
    6.4 %     51,046       21,462       21,462  
 
COMM 1999-1
    5.6 %     74,879       35,636       35,636  
 
Morgan Stanley Capital I, Series 1999-FNV1
    6.1 %     45,527       22,272       22,272  
 
DLJ Commercial Mortgage Trust 1999-CG2
    6.1 %     96,432       44,732       44,732  
 
Commercial Mortgage Acceptance Corp., Series 1999-C1
    6.8 %     34,856       16,304       16,304  
 
LB Commercial Mortgage Trust, Series 1999-C2
    6.7 %     29,005       11,326       11,326  
 
Chase Commercial Mortgage Securities Corp., Series 1999-2
    6.5 %     43,046       20,535       20,535  
 
FUNB CMT, Series 1999-C4
    6.5 %     49,287       22,253       22,253  
 
Heller Financial, HFCMC Series 2000 PH-1
    6.8 %     45,456       18,657       18,657  
 
SBMS VII, Inc., Series 2000-NL1
    7.2 %     24,230       13,309       13,309  
 
DLJ Commercial Mortgage Trust, Series 2000-CF1
    7.0 %     40,502       19,481       19,481  
 
Deutsche Bank Alex. Brown, Series Comm 2000-C1
    6.9 %     41,084       19,418       19,418  
 
LB-UBS Commercial Mortgage Trust, Series 2000-C4
    6.9 %     31,471       11,455       11,455  
 
Credit Suisse First Boston Mortgage Securities Corp., Series 2001-CK1
    5.9 %     58,786       29,050       29,050  
 
JP Morgan-CIBC-Deutsche 2001
    5.8 %     60,889       29,584       29,584  
 
Lehman Brothers-UBS Warburg 2001-C4
    6.4 %     65,130       32,326       32,326  
 
SBMS VII, Inc., Series 2001-C1
    6.1 %     54,780       25,267       25,267  
 
GE Capital Commercial Mortgage Securities Corp., Series 2001-2
    6.1 %     57,039       28,103       28,103  
 
Credit Suisse First Boston Mortgage Securities Corp., Series 2001-CKN5
    5.2 %     84,482       46,176       46,176  
 
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2001-C1
    5.6 %     55,432       24,075       24,075  
 
SBMS VII, Inc., Series 2001-C2
    6.2 %     72,422       40,037       40,037  

   
Total CMBS bonds
            1,170,272       558,346       558,346  

Collateralized Debt Obligation Preferred Shares
                               
 
Crest 2001-1, Ltd.(3)
            24,207       24,207       24,207  

   
Total CMBS
          $ 1,194,479     $ 582,553     $ 582,553  

                                   
Interest Number of
Rate Ranges Loans Cost Value




Commercial Mortgage Loans
                               
      Up to 6.99%       7     $ 3,404     $ 5,100  
      7.00%- 8.99%       30       34,583       36,589  
      9.00%-10.99%       16       13,617       13,618  
      11.00%-12.99%       14       11,977       11,979  
      13.00%-14.99%       7       12,455       12,251  
    15.00% and above     2       84       60  

 
Total commercial mortgage loans
            76     $ 76,120     $ 79,597  

Residual Interest
                  $ 70,179     $ 69,879  
Real Estate Owned
                    3,784       2,489  

 
Total commercial real estate finance
                  $ 732,636     $ 734,518  

Total portfolio
                  $ 2,286,602     $ 2,329,590  

                                 
(1) Public company.
(2) Common stock, preferred stock, warrants, options and equity interests are generally non-income producing and restricted.
(3) Non-U.S. company.
(4) Non-registered investment company.
 
The accompanying notes are an integral part of these consolidated financial statements.

24


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Information at September 30, 2002 and 2001 and for the
nine months ended September 30, 2002 and 2001 is unaudited)

Note 1. Organization

      Allied Capital Corporation, a Maryland corporation, is a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (“1940 Act”). Allied Capital Corporation (“ACC”) has a subsidiary that has also elected to be regulated as a BDC, Allied Investment Corporation (“Allied Investment”), which is licensed under the Small Business Investment Act of 1958 as a Small Business Investment Company (“SBIC”). In addition, ACC has a real estate investment trust subsidiary, Allied Capital REIT, Inc. (“Allied REIT”), and several subsidiaries which are single-member limited liability companies established primarily to hold real estate properties. In April 2001, ACC established a subsidiary, A.C. Corporation (“AC Corp”), which provides diligence and structuring services on private finance and commercial real estate transactions, as well as structuring, transaction, management and advisory services to the Company, its portfolio companies and other third parties.

      Allied Capital Corporation and its subsidiaries, collectively, are hereinafter referred to as the “Company.”

      In accordance with specific rules prescribed for investment companies, subsidiaries hold investments on behalf of the Company or provide substantial services to the Company. Portfolio investments are held for purposes of deriving investment income and future capital gains. The Company consolidates the results of its subsidiaries for financial reporting purposes. The financial results of the Company’s portfolio investments are not consolidated in the Company’s financial statements.

      The investment objective of the Company is to achieve current income and capital gains. In order to achieve this objective, the Company invests primarily in private companies in a variety of industries and non-investment grade commercial mortgage-backed securities (“CMBS”).

Note 2. Summary of Significant Accounting Policies

  Basis of Presentation

      The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to the 2001 balances to conform with the 2002 financial statement presentation.

      The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, the interim financial information does not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements of the Company included herein contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company as of September 30, 2002 and December 31, 2001 and the results of operations for the three and nine months ended September 30, 2002 and 2001, and changes in net assets and cash flows for the nine months ended September 30, 2002 and 2001. The results of operations for the nine months ended September 30, 2002 are not necessarily indicative of the operating results to be expected for the full year.

25


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 2. Summary of Significant Accounting Policies, continued

      The private finance portfolio is presented in three categories — companies more than 25% owned, which represent portfolio companies where the Company directly or indirectly owns more than 25% of the outstanding voting securities of such portfolio company and, therefore, are deemed controlled by the Company under the 1940 Act; companies owned 5% to 25%, which represent portfolio companies where the Company directly or indirectly owns 5% to 25% of the outstanding voting securities of such portfolio company or where the Company holds one or more seats on the portfolio company’s board of directors and, therefore, are deemed to be an affiliated person under the 1940 Act; and companies less than 5% owned which represent portfolio companies where the Company directly or indirectly owns less than 5% of the outstanding voting securities of such portfolio company and where the Company has no other affiliations with such portfolio company. The interest and related portfolio income and net realized gains or losses from the commercial real estate finance portfolio and other sources are included in the companies less than 5% owned category on the consolidated statement of operations.

  Valuation of Portfolio Investments

      The Company, as a BDC, invests in illiquid securities including debt and equity securities of primarily private companies and non-investment grade CMBS. The Company’s investments are generally subject to restrictions on resale and generally have no established trading market. The Company values substantially all of its investments at fair value as determined in good faith by the board of directors in accordance with the Company’s valuation policy. The Company determines fair value to be the amount for which an investment could be exchanged in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. The Company’s valuation policy considers the fact that no ready market exists for substantially all of the securities in which it invests. The Company’s valuation policy is intended to provide a consistent basis for determining the fair value of the portfolio. The Company will record unrealized depreciation on investments when it believes that an investment has become impaired, including where collection of a loan or realization of an equity security is doubtful. Conversely, the Company will record unrealized appreciation if it believes that the underlying portfolio company has appreciated in value and the Company’s equity security has also appreciated in value, where appropriate. The value of investments in public securities are determined using quoted market prices discounted for restrictions on resale.

  Loans and Debt Securities

      For loans and debt securities, fair value generally approximates cost unless the borrower’s enterprise value or overall financial condition or other factors lead to a determination of fair value at a different amount.

      When the Company receives nominal cost warrants or free equity securities (“nominal cost equity”), the Company allocates its cost basis in its investment between its debt securities and its nominal cost equity at the time of origination. At that time, the original issue discount basis of the nominal cost equity is recorded by increasing the cost basis in the equity and decreasing the cost basis in the related debt securities.

      Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. For loans and debt securities with contractual payment-in-kind interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, the Company will not accrue payment-in-kind interest if the portfolio company valuation indicates

26


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 2. Summary of Significant Accounting Policies, continued

that the payment-in-kind interest is not collectible. Loans classified as Grade 4 or Grade 5 assets do not accrue interest. Loan origination fees, original issue discount and market discount are capitalized and then amortized into interest income using the effective interest method. Prepayment premiums are recorded on loans when received.

      The weighted average yield on loans and debt securities is computed as the (a) annual stated interest rate earned plus the annual amortization of loan origination fees, original issue discount and market discount earned on accruing loans and debt securities, divided by (b) total loans and debt securities at value. The weighted average yield is computed as of the balance sheet date.

  Equity Securities

      The Company’s equity interests in portfolio companies for which there is no liquid public market are valued at fair value based on the enterprise value of the portfolio company, which is determined using various factors, including cash flow from operations of the portfolio company and other pertinent factors such as recent offers to purchase a portfolio company’s securities or other liquidation events. The determined fair values are generally discounted to account for restrictions on resale and minority control positions.

      The value of the Company’s equity interests in public companies for which market quotations are readily available is based upon the closing public market price on the balance sheet date. Securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.

      Dividend income is recorded on preferred equity securities on an accrual basis to the extent that such amounts are expected to be collected, and on common equity securities on the record date for private companies or on the ex-dividend date for publicly traded companies.

  Commercial Mortgage-Backed Securities (“CMBS”)

      CMBS are carried at fair value, which is based upon a discounted cash flow model that utilizes prepayment and loss assumptions based upon historical experience and projected performance, economic factors, the characteristics of the underlying cash flow and comparable market yields for similar CMBS bonds. The Company’s assumption with regard to discount rate for determining fair value is based upon the yield of comparable securities. The Company recognizes income from the amortization of original issue discount using the effective interest method, using the anticipated yield over the projected life of the investment. Yields are revised when there are changes in estimates of future credit losses, actual losses incurred, or actual and estimated prepayment speeds. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the CMBS from the date the estimated yield is changed. The Company recognizes unrealized appreciation or depreciation on its CMBS as comparable yields in the market change and recognizes unrealized depreciation whenever it determines that the value of its CMBS is less than the cost basis due to changes in cash flows resulting from changes in prepayment or loss assumptions in the underlying collateral pool.

  Residual Interest

      The Company values its residual interest from a previous securitization and recognizes income using the same accounting policies used for the CMBS. The residual interest is carried at fair value

27


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 2. Summary of Significant Accounting Policies, continued

based on discounted estimated future cash flows. The Company recognizes income from the residual interest using the effective interest method. At each reporting date, the effective yield is recalculated and used to recognize income until the next reporting date.

  Net Realized and Unrealized Gains or Losses

      Realized gains or losses are measured by the difference between the net proceeds from the sale and the cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the year, net of recoveries. Unrealized gains or losses reflect the change in portfolio investment values during the reporting period.

  Fee Income

      Fee income includes fees for diligence, structuring, transaction services, management services and investment advisory services rendered by the Company to portfolio companies and other third parties. Diligence, structuring and transaction services fees are generally recognized as income when services are rendered or when the related transactions are completed. Management and investment advisory services fees are generally recognized as income as the services are rendered.

  Deferred Financing Costs

      Financing costs are based on actual costs incurred in obtaining debt financing and are deferred and amortized as part of interest expense over the term of the related debt instrument.

  Cash and Cash Equivalents

      Cash and cash equivalents include cash in banks and all highly liquid investments with original maturities of three months or less.

  Dividends to Shareholders

      Dividends to shareholders are recorded on the record date.

  Stock Compensation Plans

      The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations to account for its stock compensation plans. Under this method, the Company records compensation expense for awards of stock options to employees only if the market price of the stock on the grant date exceeds the amount the employee is required to pay to acquire the stock.

  Federal and State Income Taxes

      The Company intends to comply with the requirements of the Internal Revenue Code (“Code”) that are applicable to regulated investment companies (“RIC”) and real estate investment trusts (“REIT”). The Company and its subsidiaries that qualify as a RIC or a REIT intend to annually distribute or retain through a deemed distribution all of their taxable income to shareholders; therefore, the Company has made no provision for income taxes for these entities. AC Corp is a

28


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 2. Summary of Significant Accounting Policies, continued

corporation subject to federal and state income taxes and records a provision for income taxes as appropriate.

  Per Share Information

      Basic earnings per share is calculated using the weighted average number of shares outstanding for the period presented. Diluted earnings per share reflects the potential dilution that could occur if options to issue common stock were exercised into common stock. Earnings per share is computed after subtracting dividends on preferred shares.

  Use of Estimates in the Preparation of Financial Statements

      The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

      The consolidated financial statements include investments at value of $2,343,624,000 and $2,329,590,000 as of September 30, 2002, and December 31, 2001, respectively (93% and 95%, respectively, of total assets). Substantially all of these investments represent investments whose fair values have been determined by the board of directors in good faith in the absence of readily ascertainable market values. Because of the inherent uncertainty of valuation, the board of directors’ determined values may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.

Note 3. Portfolio

  Private Finance

      At September 30, 2002, and December 31, 2001, the private finance portfolio consisted of the following:

                                                   
2002 2001


Cost Value Yield Cost Value Yield
($ in thousands)





Loans and debt securities
  $ 1,233,583     $ 1,122,552       14.4 %   $ 1,169,673     $ 1,107,890       14.8 %
Equity interests
    423,129       540,016               384,293       487,182          
     
     
             
     
         
 
Total
  $ 1,656,712     $ 1,662,568             $ 1,553,966     $ 1,595,072          
     
     
             
     
         

      Private finance investment activity principally involves providing financing through privately negotiated long-term debt and equity investments. Private finance investments are generally structured as loans and debt securities that carry a relatively high fixed rate of interest, which may be combined with equity features, such as conversion privileges, or warrants or options to purchase a portion of the portfolio company’s equity at a pre-determined strike price, which is generally a nominal price for warrants or options in a private company. Private finance investments are generally issued by privately-owned companies and are generally illiquid and subject to restrictions on resale or transferability.

      Loans and debt securities generally have a maturity of five to ten years, with interest-only payments in the early years and payments of both principal and interest in the later years, although debt maturities and principal amortization schedules vary. At September 30, 2002, and December 31,

29


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3. Portfolio, continued

2001, approximately 97% and 98%, respectively, of the Company’s private finance loan portfolio was composed of fixed interest rate loans.

      Equity interests consist primarily of securities issued by privately-owned companies and may be subject to restrictions on their resale or may be otherwise illiquid. Equity securities generally do not produce a current return, but are held in anticipation of investment appreciation and ultimate gain on sale.

      At September 30, 2002, and December 31, 2001, the Company had an investment at value totaling $254,317,000 and $227,449,000, respectively, in Business Loan Express, Inc. (“BLX”), a small business lender that participates in the U.S. Small Business Administration or SBA 7(a) Guaranteed Loan Program. At September 30, 2002, the Company owns 94.9% of BLX’s common stock. The Company’s common stock ownership is subject to dilution by management options. As the controlling shareholder of BLX, the Company has provided an unconditional guaranty to the BLX credit facility lenders in an amount up to 50% of the total obligations (consisting of principal, accrued interest and other fees) on BLX’s 3-year unsecured $124,000,000 revolving credit facility that matures in March 2004. The amount guaranteed by the Company at September 30, 2002, and December 31, 2001, was $48,476,000 and $51,350,000, respectively. This guaranty can be called by the lenders only in the event of a default by BLX. BLX was in compliance with the terms of its credit facility at September 30, 2002. In consideration for providing this guaranty, BLX will pay the Company an annual guaranty fee of approximately $3,100,000 in 2002. The Company has also provided two standby letters of credit in connection with two term securitization transactions completed by BLX in the second quarter of 2002 totaling $10,550,000. BLX is headquartered in New York, NY.

      At September 30, 2002, and December 31, 2001, the Company had an investment in The Hillman Companies, Inc. (formerly SunSource, Inc.) totaling $131,507,000 and $97,227,000 at value, respectively. At September 30, 2002, the Company owns 93.2% of Hillman’s common stock. The Company’s common stock ownership is subject to dilution by management options. Hillman is a leading manufacturer of key making equipment and distributor of key blanks, fasteners, signage and other small hardware components and operates in multiple channels of the retail marketplace such as hardware stores, national and regional home centers and mass merchants. Hillman’s primary operations are located in Cincinnati, Ohio.

      At December 31, 2001, the Company had an investment in WyoTech Acquisition Corporation at value totaling $60,388,000. WyoTech is a proprietary trade school and its primary operations are in Laramie, Wyoming. On July 1, 2002, the Company completed the sale of WyoTech Acquisition Corporation to a third party. The Company’s total proceeds from the sale of WyoTech, including the repayment of debt and preferred stock and the sale of the Company’s 91% common equity ownership, were $77.2 million, resulting in a realized gain of $60.8 million in the third quarter of 2002. The sale of WyoTech is subject to post-closing working capital adjustments, if any, and customary indemnification provisions.

30


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 3. Portfolio, continued

      At September 30, 2002, and December 31, 2001, loans and debt securities, classified as Grades 4 and 5 under the Company’s internal grading system, that were not accruing interest at value were as follows:

                 
2002 2001
(in thousands)

Companies more than 25% owned
  $ 13,429     $ 930  
Companies 5% to 25% owned
    899       2,848  
Companies less than 5% owned
    59,526       89,966  
     
     
 
    $ 73,854     $ 93,744  
     
     
 

      Included in Grade 4 and 5 loans and debt securities not accruing interest were assets valued at $8,905,000 at December 31, 2001 that were related to portfolio companies in liquidation. As of September 30, 2002, $8,908,000 at value representing receivables related to portfolio companies in liquidation were included in other assets. In addition to Grade 4 and 5 assets that are in workout, the Company may not accrue interest on loans to companies that are more than 50% owned by the Company if such companies are in need of additional capital and, therefore, the Company may defer current debt service. Loans and debt securities to such companies totaled $63,810,000 at value at September 30, 2002.

      The industry and geographic compositions of the private finance portfolio at value at September 30, 2002, and December 31, 2001, were as follows:

                   
2002 2001


Industry
               
Consumer products
    31 %     28 %
Business services
    27       22  
Financial services
    16       15  
Industrial products
    9       10  
Retail
    5       5  
Healthcare services
    4       3  
Telecommunications
    3       4  
Broadcasting & cable
    2       4  
Education
    1       5  
Other
    2       4  
     
     
 
 
Total
    100 %     100 %
     
     
 
Geographic Region
               
Mid-Atlantic
    44 %     43 %
West
    17       19  
Midwest
    16       17  
Southeast
    14       14  
Northeast
    8       5  
International
    1       2  
     
     
 
 
Total
    100 %     100 %
     
     
 

31


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3. Portfolio, continued

  Commercial Real Estate Finance

      At September 30, 2002, and December 31, 2001, the commercial real estate finance portfolio consisted of the following:

                                                   
2002 2001


Cost Value Yield Cost Value Yield
($ in thousands)





CMBS
  $ 509,641     $ 549,433       14.7 %   $ 582,553     $ 582,553       14.8 %
Loans
    61,456       59,656       8.0 %     76,120       79,597       7.7 %
Residual interest
    69,335       69,035       9.4 %     70,179       69,879       9.4 %
Real estate owned
    4,787       2,932               3,784       2,489          
     
     
             
     
         
 
Total
  $ 645,219     $ 681,056             $ 732,636     $ 734,518          
     
     
             
     
         

  CMBS

      At September 30, 2002, and December 31, 2001, the CMBS portfolio consisted of the following:

                                                   
2002 2001


Cost Value Yield Cost Value Yield
(in thousands)





CMBS bonds
  $ 456,610     $ 496,402       14.5 %   $ 558,346     $ 558,346       14.7 %
Collateralized debt obligation preferred shares
    53,031       53,031       17.2 %     24,207       24,207       16.9 %
     
     
             
     
         
 
Total
  $ 509,641     $ 549,433             $ 582,553     $ 582,553          
     
     
             
     
         

      CMBS Bonds. At September 30, 2002, and December 31, 2001, the CMBS bonds, which were purchased from the original issuer, consisted of the following:

                 
2002 2001
($ in thousands)

Face
  $ 1,052,162     $ 1,170,272  
Original issue discount
    (595,552 )     (611,926 )
     
     
 
Cost
  $ 456,610     $ 558,346  
     
     
 
Value
  $ 496,402     $ 558,346  
     
     
 
Yield
    14.5%       14.7%  

      The non-investment grade and unrated tranches of the CMBS bonds in which the Company invests are junior in priority for payment of interest and principal to the more senior tranches of the related CMBS bond issuance. Cash flow from the underlying mortgages generally is allocated first to the senior tranches, with the most senior tranches having a priority right to the cash flow. Then, any remaining cash flow is allocated, generally, among the other tranches in order of their relative seniority. To the extent there are defaults and unrecoverable losses on the underlying mortgages or the properties securing those mortgages resulting in reduced cash flows, the Company’s most subordinate tranche will bear this loss first. At September 30, 2002, the Company’s CMBS bonds were subordinate to 91% to 97% of the tranches of bonds issued in various CMBS transactions. Given that the non-investment grade CMBS bonds in which the Company invests are junior in priority for payment of principal, the Company invests in these CMBS bonds at a discount from the face amount of the bonds.

32


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 3. Portfolio, continued

      The underlying rating classes of the CMBS bonds at value at September 30, 2002, and December 31, 2001, were as follows:

                                   
2002 2001


Percentage Percentage
Value of Total Value of Total
($ in thousands)



BB+
  $ 26,434       5.3 %   $ 24,785       4.4 %
BB
    26,503       5.3       69,404       12.4  
BB-
    13,199       2.7       67,460       12.1  
B+
    112,741       22.7       103,560       18.6  
B
    140,764       28.4       131,362       23.5  
B-
    80,309       16.2       73,572       13.2  
CCC
    8,893       1.8       8,893       1.6  
Unrated
    87,559       17.6       79,310       14.2  
     
     
     
     
 
 
Total
  $ 496,402       100.0 %   $ 558,346       100.0 %
     
     
     
     
 

      At September 30, 2002, and December 31, 2001, the underlying pools of mortgage loans that are collateral for the Company’s CMBS bonds consisted of approximately 4,100 and 3,800 commercial mortgage loans with a total outstanding principal balance of $22.9 billion and $20.5 billion, respectively. At September 30, 2002, and December 31, 2001, 0.99% and 0.52%, respectively, of the mortgage loans in the underlying collateral pool for the Company’s CMBS bonds were over 30 days delinquent or were classified as real estate owned. The property types and the geographic composition of the underlying mortgage loans in the underlying collateral pool calculated using the outstanding principal balance at September 30, 2002, and December 31, 2001, were as follows:

                   
2002 2001


Property Type
               
Retail
    32 %     31 %
Housing
    27       27  
Office
    21       22  
Hospitality
    7       7  
Industrial Real Estate
    6       6  
Other
    7       7  
     
     
 
 
Total
    100 %     100 %
     
     
 
                   
Geographic Region
               
West
    31 %     32 %
Mid-Atlantic
    25       24  
Midwest
    22       21  
Southeast
    17       17  
Northeast
    5       6  
     
     
 
 
Total
    100 %     100 %
     
     
 

      The Company’s yield on its CMBS bonds is based upon a number of assumptions that are subject to certain business and economic uncertainties and contingencies. Examples include the

33


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3. Portfolio, continued

timing and magnitude of credit losses on the mortgage loans underlying the CMBS that are a result of the general condition of the real estate market (including competition for tenants and their related credit quality) and changes in market rental rates. The initial yield on each CMBS bond has been computed assuming an approximate 1% loss rate on its entire underlying collateral mortgage pool, with the estimated losses being assumed to occur in three equal installments in years three, six and nine. As each CMBS bond ages, the amount of losses and the expected timing of recognition of such losses will be updated, and the respective yield will be adjusted as necessary. As these uncertainties and contingencies are difficult to predict and are subject to future events which may alter these assumptions, no assurance can be given that the anticipated yields to maturity will be achieved.

      The Company acts as the directing certificate holder for the CMBS bonds, which allows the Company to approve disposition plans for individual collateral securities.

  Collateralized Debt Obligation Preferred Shares. At September 30, 2002, the Company owned preferred shares in four collateralized debt obligations (“CDOs”) secured by investment grade unsecured debt issued by various real estate investment trusts (“REITs”) and investment and non-investment grade CMBS bonds. The investment grade REIT collateral consists of debt with a cut-off balance of $1,017,553,000 and was issued by 42 REITs. The investment grade CMBS collateral consisted of CMBS bonds with a face amount of $479,021,000 issued in 39 separate CMBS transactions. The non-investment grade CMBS collateral consists of BB+, BB and BB- CMBS bonds with a face amount of $463,426,000 issued in 39 separate CMBS transactions (“CMBS Collateral”). Included in the CMBS Collateral for the CDOs are $397,872,000 of CMBS bonds that are senior in priority of repayment to certain lower rated CMBS bonds held by the Company, which were issued in 23 separate CMBS transactions. The preferred shares are junior in priority for payment of principal and interest to the more senior tranches of debt issued by the CDOs. To the extent there are defaults and unrecoverable losses on the underlying collateral resulting in reduced cash flows, the preferred shares will bear this loss first. At September 30, 2002, the Company’s preferred shares in the CDOs were subordinate to approximately 96% of the more senior tranches of debt issued by the CDOs.

      The Company acts as the disposition consultant with respect to three of the CDOs, which allows the Company to approve disposition plans for individual collateral securities. For these services with respect to the CDOs, the Company collects annual fees based on the outstanding collateral pool balance, and for the nine months ended September 30, 2002, this fee totaled $322,000.

  Loans

      The commercial mortgage loan portfolio contains loans that were originated by the Company or were purchased from third-party sellers.

      At September 30, 2002 and December 31, 2001, approximately 78% and 22% and 76% and 24% of the Company’s commercial mortgage loan portfolio was composed of fixed and adjustable interest rate loans, respectively. As of September 30, 2002 and December 31, 2001, workout loans, or those loans in Grade 4 and 5, with a value of $14,255,000 and $15,241,000, respectively, were not accruing interest.

34


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 3. Portfolio, continued

      The property types and the geographic composition securing the commercial mortgage loan portfolio at value at September 30, 2002, and December 31, 2001, were as follows:

                   
2002 2001


Property Type
               
Office
    29 %     34 %
Hospitality
    25       25  
Retail
    24       21  
Recreation
    3       4  
Other
    19       16  
     
     
 
 
Total
    100 %     100 %
     
     
 
 
Geographic Region
               
Southeast
    43 %     36 %
West
    22       20  
Mid-Atlantic
    15       23  
Midwest
    12       16  
Northeast
    8       5  
     
     
 
 
Total
    100 %     100 %
     
     
 

  Residual Interest

      At September 30, 2002, and December 31, 2001, the residual interest consisted of the following:

                                   
2002 2001


Cost Value Cost Value
(in thousands)



Residual interest
  $ 68,853     $ 68,853     $ 68,853     $ 68,853  
Residual interest spread
    482       182       1,326       1,026  
     
     
     
     
 
 
Total
  $ 69,335     $ 69,035     $ 70,179     $ 69,879  
     
     
     
     
 

      The residual interest primarily consists of a retained interest totaling $68,853,000 from a 1998 asset securitization whereby bonds were sold in three classes rated AAA, AA and A. The residual interest represents a right to cash flows from the underlying collateral pool of loans after these senior bond obligations are satisfied. At September 30, 2002, one class of bonds rated AAA is outstanding, totaling $21,707,000. The Company has the right to call the bonds upon a minimum of ten days notice to the bondholders. Once the bonds are fully repaid, either through the cash flows from the securitized loans or due to the Company calling the bonds, the remaining loans in the trust will be returned to the Company as payment on the residual interest.

      The Company sold $295 million of loans, and received cash proceeds, net of costs, of approximately $223 million in January 1998. The Company retained a trust certificate for its residual interest in a loan pool sold, and will receive interest income from this residual interest as well as the residual interest spread (“Residual”) from the interest earned on the loans sold less the interest paid on the bonds over the life of the bonds. As of September 30, 2002, and December 31, 2001, the

35


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 3. Portfolio, continued

mortgage loan pool had an approximate weighted average stated interest rate of 9.3%. The outstanding bond classes sold had an aggregate weighted average interest rate of 6.7% and 6.6% as of September 30, 2002, and December 31, 2001, respectively.

      The Company uses a discounted cash flow methodology for determining the fair value of its retained Residual. In determining the cash flow of the Residual, the Company assumes a prepayment speed of 15% after the applicable prepayment lockout period and credit losses of 1% or approximately $1.0 million of the total principal balance of the underlying collateral throughout the life of the collateral. These assumptions result in an expected weighted average life of the bonds of 0.5 years. The value of the resulting Residual cash flows is then determined by applying a discount rate of 9% which, in the Company’s view, is commensurate with the market risk of comparable assets.

Note 4. Debt

      The Company records debt at cost. At September 30, 2002, and December 31, 2001, the Company had the following debt:

                                     
2002 2001


Facility Amount Facility Amount
Amount Drawn Amount Drawn
(in thousands)



Notes payable and debentures:
                               
 
Unsecured long-term notes payable
  $ 694,000     $ 694,000     $ 694,000     $ 694,000  
 
SBA debentures
    101,800       94,500       101,800       94,500  
 
Auction rate reset note
    75,000       75,000       81,856       81,856  
 
OPIC loan
    5,700       5,700       5,700       5,700  
     
     
     
     
 
   
Total notes payable and debentures
    876,500       869,200       883,356       876,056  
     
     
     
     
 
Revolving line of credit
    527,500       121,500       497,500       144,750  
     
     
     
     
 
 
Total
  $ 1,404,000     $ 990,700     $ 1,380,856     $ 1,020,806  
     
     
     
     
 

  Notes Payable and Debentures

      Unsecured Long-Term Notes Payable. The Company issued unsecured long-term notes to private institutional investors. The notes require semi-annual interest payments until maturity and have original terms of five or seven years. At September 30, 2002, the notes had remaining maturities of eight months to four years. The weighted average fixed interest rate on the notes was 7.6% at September 30, 2002, and December 31, 2001. The notes may be prepaid in whole or in part, together with an interest premium, as stipulated in the note agreement.

      SBA Debentures. At September 30, 2002, and December 31, 2001, the Company had debentures payable to the SBA with terms of ten years and at fixed interest rates ranging from 5.9% to 8.2% and 2.4% to 8.2%, respectively. At September 30, 2002, the debentures had remaining maturities of two to ten years. The weighted average interest rate was 7.0% and 6.7% at September 30, 2002 and December 31, 2001, respectively. The debentures require semi-annual interest-only payments with all principal due upon maturity. The SBA debentures are subject to prepayment penalties if paid prior to maturity. At September 30, 2002, the Company has a

36


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 4. Debt, continued

commitment from the SBA to borrow up to an additional $7,300,000 above the amount outstanding. The commitment expires on September 30, 2005.

      Auction Rate Reset Note. The Company has an Auction Rate Reset Senior Note Series A that bears interest at the three-month London Interbank Offered Rate (“LIBOR”) plus 1.75%, which adjusts quarterly. Interest is due quarterly and the note matures on December 27, 2002, as amended.

      As a means to repay the note, the Company has entered into an agreement with the placement agent of this note to serve as the placement agent on a future issuance of $75.0 million of debt, equity or other securities in one or more public or private transactions. Alternatively, the Company may repay the note in cash without conducting a capital raise. If the Company chooses to repay the note in cash without conducting a capital raise, the Company will incur additional expense of approximately $3,188,000.

      Scheduled future maturities of notes payable and debentures at September 30, 2002, are as follows:

           
Amount Maturing
Year (in thousands)


2002
  $ 75,000  
2003
    140,000  
2004
    221,000  
2005
    179,000  
2006
    180,700  
Thereafter
    73,500  
     
 
 
Total
  $ 869,200  
     
 

  Revolving Line of Credit

      The Company has an unsecured revolving line of credit for $527,500,000. The facility may be expanded up to $600,000,000 at the Company’s option. The facility bears interest at a rate equal to (i) the one-month LIBOR plus 1.25% or (ii) the higher of (a) the Bank of America, N.A. prime rate or (b) the Federal Funds rate plus 0.50%. The interest rate adjusts at the beginning of each new interest period, usually every thirty days. The interest rates were 3.3% and 3.2% at September 30, 2002, and December 31, 2001, respectively, and the facility requires an annual commitment fee equal to 0.25% of the committed amount. The line expires in August 2003, and may be extended under substantially similar terms for one additional year at the Company’s sole option. The line of credit requires monthly interest payments and all principal is due upon its expiration.

      The average debt outstanding on the revolving line of credit was $55,785,000 and $106,338,000 for the nine months ended September 30, 2002, and for the year ended December 31, 2001, respectively. The maximum amount borrowed under this facility and the weighted average interest rate for the nine months ended September 30, 2002, and for the year ended December 31, 2001, were $145,250,000 and $213,500,000, and 3.2% and 5.4%, respectively.

      The Company has various financial and operating covenants required by the revolving line of credit and the notes payable and debentures. These covenants require the Company to maintain

37


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 
Note 4. Debt, continued

certain financial ratios, including debt to equity and interest coverage, and a minimum net worth. The Company’s credit facilities limit its ability to declare dividends if the Company defaults under certain provisions. As of September 30, 2002, the Company was in compliance with these covenants.

Note 5. Preferred Stock

      Allied Investment has outstanding a total of 60,000 shares of $100 par value, 3% cumulative preferred stock and 10,000 shares of $100 par value, 4% redeemable cumulative preferred stock issued to the SBA pursuant to Section 303(c) of the Small Business Investment Act of 1958, as amended. The 3% cumulative preferred stock does not have a required redemption date. Allied Investment has the option to redeem in whole or in part the preferred stock by paying the SBA the par value of such securities and any dividends accumulated and unpaid to the date of redemption. The 4% redeemable cumulative preferred stock has a required redemption date in June 2005.

Note 6. Shareholders’ Equity

      Sales of common stock for the nine months ended September 30, 2002, and the year ended December 31, 2001, were as follows:

                   
2002 2001
(in thousands)

Number of common shares
    1,946       13,286  
Gross proceeds
  $ 51,800     $ 301,539  
Less costs including underwriting fees
    (1,880 )     (14,651 )
     
     
 
 
Net proceeds
  $ 49,920     $ 286,888  
     
     
 

      In addition, the Company issued 204,855 shares of common stock with a value of $5,157,000 to acquire one portfolio investment in a stock-for-stock exchange during 2001.

      The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. If the Company issues new shares, the issue price is equal to the average of the closing sale prices reported for the Company’s common stock for the five consecutive days immediately prior to the dividend payment date.

      Dividend reinvestment plan activity for the nine months ended September 30, 2002, and for the year ended December 31, 2001, was as follows:

                 
2002 2001
(in thousands, except per share amounts)

Shares issued
    203       271  
Average price per share
  $ 23.12     $ 23.32  

38


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 7. Earnings Per Common Share

      Earnings per common share for the three and nine months ended September 30, 2002, and 2001, were as follows:

                                 
For the Three Months For the Nine Months
Ended September 30, Ended September 30,


2002 2001 2002 2001
(in thousands, except per share amounts)



Net increase in net assets resulting from operations
  $ 45,520     $ 59,703     $ 174,935     $ 157,837  
Less preferred stock dividends
    (55 )     (55 )     (165 )     (165 )
     
     
     
     
 
Income available to common shareholders
  $ 45,465     $ 59,648     $ 174,770     $ 157,672  
     
     
     
     
 
Basic shares outstanding
    102,327       92,903       101,329       89,282  
Dilutive options outstanding to officers
    975       1,682       1,711       1,582  
     
     
     
     
 
Diluted shares outstanding
    103,302       94,585       103,040       90,864  
     
     
     
     
 
Basic earnings per common share
  $ 0.44     $ 0.64     $ 1.73     $ 1.77  
     
     
     
     
 
Diluted earnings per common share
  $ 0.44     $ 0.63     $ 1.70     $ 1.74  
     
     
     
     
 

Note 8. Dividends and Distributions

      The Company’s Board of Directors declared and the Company paid dividends of $0.53, $0.55 and $0.56 per common share for the first, second and third quarters of 2002, respectively. The dividends totaled $57,340,000 and $166,823,000 for the three and nine months ended September 30, 2002, respectively. The Company’s Board of Directors also declared a dividend of $0.56 per common share for the fourth quarter of 2002.

Note 9. Supplemental Disclosure of Cash Flow Information

      For the nine months ended September 30, 2002, and 2001, the Company paid $40,565,000 and $36,867,000, respectively, for interest. For the nine months ended September 30, 2002, and 2001, the Company’s non-cash financing activities totaled $7,077,000 and $9,338,000, respectively, and includes stock option exercises and dividend reinvestment.

Note 10. Hedging Activities

      The Company invests in CMBS bonds, which are purchased at prices that are based on the 10-year Treasury rate. The Company has entered into transactions with two financial institutions to hedge against movement in Treasury rates on certain of the BB+, BB and BB- rate CMBS bonds. These transactions involved the Company receiving the proceeds from the sale of borrowed Treasury securities, with the obligation to replenish the borrowed Treasury securities at a later date based on

39


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 10. Hedging Activities, continued

the then current market price. Borrowed Treasury securities as of September 30, 2002, and December 31, 2001, consisted of the following:

                                 
September 30, 2002 December 31, 2001
(in thousands)

Description of Issue Cost Value Cost Value





10-year Treasury, due August 2011
  $     $     $ 19,175     $ 17,989  
10-year Treasury, due August 2011
                5,693       5,656  
10-year Treasury, due August 2011
                23,636       23,618  
10-year Treasury, due February 2012
    2,628       2,888              
10-year Treasury, due February 2012
    25,271       28,662              
10-year Treasury, due February 2012
    18,765       20,664              
     
     
     
     
 
    $ 46,664     $ 52,214     $ 48,504     $ 47,263  
     
     
     
     
 

      Obligations to replenish borrowed Treasury securities as of September 30, 2002 and December 31, 2001 were $52,214,000 and $47,263,000 respectively, and are recorded as other liabilities. As of September 30, 2002, the total obligations on the hedge had increased since the original sale date due to changes in the yield on the borrowed Treasury securities, resulting in unrealized depreciation on the obligations of $5,550,000. The net proceeds related to the sales of the borrowed Treasury securities of $46,664,000 and $48,504,000 have been included in other assets at September 30, 2002 and December 31, 2001, respectively. Under the terms of the transactions, the Company has provided additional cash collateral of $5,026,000 at September 30, 2002 for the difference between the net proceeds related to the sales of the borrowed Treasury securities and the obligations to replenish the securities on the weekly settlement date. The cash collateral has been included in other assets in the accompanying consolidated financial statements.

40


 

ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11. Financial Highlights

                                                           
At and for the
Nine Months Ended
September 30, At and for the Years Ended December 31,


2002(5) 2001(5) 2001 2000 1999 1998 1997







(unaudited)
Per Common Share Data
                                                       
Net asset value, beginning of period
  $ 13.57     $ 12.11     $ 12.11     $ 10.20     $ 8.79     $ 8.07     $ 8.34  
     
     
     
     
     
     
     
 
 
Net investment income before income tax benefit (expense) and net realized and unrealized gains(1)
    1.38       1.39       1.92       1.53       1.18       1.06       0.94  
 
Income tax benefit (expense)(1)
    (0.01 )           0.01                   (0.01 )     (0.03 )
 
Net realized and unrealized gains(1)
    0.33       0.35       0.23       0.41       0.46       0.45       0.36  
 
Minority interests(1)
                                        (0.03 )
     
     
     
     
     
     
     
 
Net increase in net assets resulting from operations
    1.70       1.74       2.16       1.94       1.64       1.50       1.24  
     
     
     
     
     
     
     
 
Net decrease in net assets from shareholder distributions(2)
    (1.64 )     (1.50 )     (2.01 )     (1.82 )     (1.60 )     (1.43 )     (1.71 )
Net increase in net assets from capital share transactions
    0.32       1.07       1.31       1.79       1.37       0.65       0.20  
     
     
     
     
     
     
     
 
Net asset value, end of period
  $ 13.95     $ 13.42     $ 13.57     $ 12.11     $ 10.20     $ 8.79     $ 8.07  
     
     
     
     
     
     
     
 
Market value, end of period
  $ 21.89     $ 22.75     $ 26.00     $ 20.88     $ 18.31     $ 17.31     $ 22.25  
Total return
    (10 )%     16 %     36 %     25 %     15 %     (16 )%     77 %
Ratios and Supplemental Data ($ and shares in thousands, except per share amounts)
                                                       
Ending net assets
  $ 1,429,049     $ 1,300,237     $ 1,352,123     $ 1,029,692     $ 667,513     $ 491,358     $ 420,060  
Common shares outstanding at end of period(3)
    102,468       96,921       99,607       85,057       65,414       55,919       52,047  
Diluted weighted average shares outstanding
    103,040       90,864       93,003       73,472       60,044       51,974       49,251  
Employee and administrative expenses/ average net assets
    2.67 %     2.85 %     3.80 %     4.98 %     6.25 %     7.09 %     4.66 %
Total expenses/average net assets(4)
    6.42 %     7.06 %     9.31 %     11.88 %     12.44 %     11.86 %     12.43 %
Net investment income/ average net assets(4)
    10.11 %     11.07 %     15.15 %     13.55 %     12.61 %     12.72 %     11.15 %
Portfolio turnover rate
    13.97 %     9.27 %     10.04 %     28.92 %     34.19 %     63.53 %     42.72 %
Average debt outstanding
  $ 927,270     $ 821,900     $ 847,121     $ 707,400     $ 461,500     $ 261,300     $ 336,800  
Average debt per share
  $ 9.00     $ 9.05     $ 9.11     $ 9.63     $ 7.69     $ 5.03     $ 6.84  

(1)  Based on diluted weighted average number of shares outstanding for the period.
 
(2)  For the year ended December 31, 1997, shareholder distributions included $0.51 of merger-related dividends.
 
(3)  Excludes 234,977, 516,779 and 810,456 common shares held in the deferred compensation trust at or for the years ended December 31, 2000, 1999, and 1998, respectively.
 
(4)  For the purpose of calculating the ratios, total expenses and net investment income for the year ended December 31, 1997 exclude merger expenses of $5,159,000.
 
(5)  The results for the nine months ended September 30, 2002 and 2001, respectively, are not necessarily indicative of the operating results to be expected for the full year.

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ALLIED CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12. Litigation

      A series of class action lawsuits had been filed in the United States District Court for the Southern District of New York against the Company, certain of its directors and officers and its former independent auditors, Arthur Andersen LLP, with respect to alleged violations of the securities laws. These lawsuits alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, specifically they alleged, among other things, that the Company purportedly misstated the value of certain portfolio investments in its financial statements, which allegedly resulted in the purchase of its common stock by purported class members at artificially inflated prices. Several of the complaints also alleged state law claims for common law fraud. The complaints sought compensatory and other damages, and costs and expenses associated with the litigation. The lawsuits have been consolidated into a single proceeding captioned In re Allied Capital Corp. Securities Litigation, 02 CV 3812. The consolidated complaint does not include Arthur Andersen LLP as a named defendant or assert any state law claims against the named defendants. The Company believes that the lawsuit is without merit, and it intends to defend the lawsuit vigorously. While the Company does not expect these matters to materially affect its financial condition or results of operations, there can be no assurance as to whether any such pending litigation will have a material adverse effect on its financial condition or results of operations in any future reporting period.

      The Company also is party to certain other lawsuits in the normal course of business. While the outcome of these legal proceedings cannot at this time be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon the Company’s financial condition or results of operations.

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Independent Accountants’ Review Report

The Board of Directors and Shareholders
Allied Capital Corporation and Subsidiaries:

      We have reviewed the accompanying consolidated balance sheet of Allied Capital Corporation and subsidiaries, including the consolidated statement of investments, as of September 30, 2002, and the related consolidated statements of operations for the three- and nine-month periods ended September 30, 2002, changes in net assets and cash flows for the nine-month period ended September 30, 2002, and financial highlights (included in Note 11) for the nine-month period ended September 30, 2002. These consolidated financial statements and financial highlights are the responsibility of the Company’s management.

      We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material modifications that should be made to the consolidated financial statements and financial highlights referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

      The consolidated financial statements of the Company as of and for the year ended December 31, 2001, were audited by other accountants whose report dated February 20, 2002, expressed an unqualified opinion on those consolidated financial statements. Such consolidated financial statements were not audited by us and, accordingly, we do not express an opinion or any form of assurance on the information set forth in the accompanying consolidated balance sheet, including the consolidated statement of investments, as of December 31, 2001. Additionally, the consolidated statements of operations for the three-month and nine-month periods ended September 30, 2001, and the related statement of changes in net assets and cash flows for the nine-month period ended September 30, 2001, and financial highlights (included in Note 11) for the nine-month period ended September 30, 2001, were not reviewed or audited by us and, accordingly, we do not express an opinion or any form of assurance on them.

  /s/ KPMG LLP

Washington, D.C.

October 21, 2002

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following analysis of the financial condition and results of operations of the Company should be read in conjunction with the Company’s Consolidated Financial Statements and the Notes thereto included herein and in the Company’s annual report on Form 10-K for the year ended December 31, 2001.

      Financial or other information presented for private finance portfolio companies has been obtained from the portfolio company, and the financial information presented may represent unaudited, projected or pro forma financial information, and therefore may not be indicative of actual results. In addition, the private equity industry uses financial measures such as EBITDA or EBITDAM (Earnings Before Interest, Taxes, Depreciation, Amortization and, in some instances, Management fees) in order to assess a portfolio company’s financial performance and to value a portfolio company. EBITDA and EBITDAM are not intended to represent cash flow from operations as defined by accounting principles generally accepted in the United States of America and such information should not be considered as an alternative to net income, cash flow from operations or any other measure of performance prescribed by accounting principles generally accepted in the United States of America.

OVERVIEW

      We are a business development company that provides long-term debt and equity investment capital to support the expansion of companies in a variety of industries. Our lending and investment activity is generally focused in private finance and commercial real estate finance, primarily in non-investment grade commercial mortgage-backed securities, which we refer to as CMBS. Our private finance activity principally involves providing financing through privately negotiated long-term debt and equity investment capital. Our private financing is generally used to fund growth, buyouts, acquisitions, recapitalizations, note purchases, and bridge financings. We generally invest in private companies though, from time to time, we may invest in public companies that lack access to public capital or whose securities may not be marginable.

      Our portfolio composition at September 30, 2002, and December 31, 2001, was as follows:

                 
At At
September 30, December 31,
2002 2001


Private Finance
    71%       68%  
Commercial Real Estate Finance
    29%       32%  

      Our earnings depend primarily on the level of interest and related portfolio income, fee income and net realized and unrealized gains or losses earned on our investment portfolio after deducting interest paid on borrowed capital and operating expenses. Interest income results from the stated interest rate earned on a loan and the amortization of loan origination points and discounts. The level of interest income is directly related to the

44


 

balance of the interest-bearing investment portfolio multiplied by the weighted average yield. Our ability to generate interest income is dependent on economic, regulatory and competitive factors that influence new investment activity, the amount of loans for which interest is not accruing and our ability to secure debt and equity capital for our investment activities.

PORTFOLIO AND INVESTMENT ACTIVITY

      Total portfolio investment activity and yields at and for the three and nine months ended September 30, 2002 and 2001, and at and for the year ended December 31, 2001, were as follows:

                                         
At and for the At and for the At and for the
Three Months Ended Nine Months Ended Year Ended
September 30, September 30, December 31,



2002 2001 2002 2001 2001
($ in millions)




(unaudited) (unaudited)
Portfolio at value
  $ 2,343.6     $ 2,174.4     $ 2,343.6     $ 2,174.4     $ 2,329.6  
Investments funded
  $ 157.6     $ 213.7     $ 353.0     $ 513.5     $ 680.3  
Change in accrued or reinvested interest and dividends
  $ 13.5     $ 14.9     $ 33.0     $ 40.4     $ 51.6  
Principal repayments
  $ 44.7     $ 7.9     $ 111.7     $ 50.4     $ 74.5  
CMBS and commercial real estate loan sales
  $ 87.2     $ 55.4     $ 213.5     $ 130.0     $ 130.0  
Yield*
    14.1 %     14.1 %     14.1 %     14.1 %     14.3 %

The weighted average yield on the interest-bearing investments is computed as the (a) annual stated interest rate earned plus the annual amortization of loan origination fees, original issue discount and market discount earned on accruing interest-bearing investments, divided by (b) total interest-bearing investments at value. The weighted average yield is computed as of the balance sheet date.

Private Finance

      The private finance portfolio, investment activity and yields at and for the three and nine months ended September 30, 2002 and 2001, and at and for the year ended December 31, 2001, were as follows:

                                           
At and for the At and for the At and for
Three Months Ended Nine Months Ended the Year Ended
September 30, September 30, December 31,



2002 2001 2002 2001 2001
($ in millions)




(unaudited) (unaudited)
Portfolio at value:
                                       
 
Loans and debt securities
  $ 1,122.6     $ 1,095.6     $ 1,122.6     $ 1,095.6     $ 1,107.9  
 
Equity interests
    540.0       443.7       540.0       443.7       487.2  
     
     
     
     
     
 
Total portfolio
  $ 1,662.6     $ 1,539.3     $ 1,662.6     $ 1,539.3     $ 1,595.1  
     
     
     
     
     
 
Investments funded
  $ 148.7     $ 116.9     $ 218.4     $ 230.7     $ 287.7  
Change in accrued or reinvested interest and dividends
  $ 13.5     $ 14.8     $ 32.6     $ 39.2     $ 48.9  
Principal repayments
  $ 44.2     $ 6.0     $ 100.2     $ 29.1     $ 43.8  
Yield*
    14.4 %     14.5 %     14.4 %     14.5 %     14.8 %

The weighted average yield on loans and debt securities is computed as the (a) annual stated interest rate earned plus the annual amortization of loan origination fees, original issue discount and market discount earned on accruing loans and debt securities, divided by (b) total loans and debt securities at value. The weighted average yield is computed as of the balance sheet date.

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     Investments funded during the three and nine month periods ended September 30, 2002, and the year ended December 31, 2001, consisted of the following:

                             
Loans and Equity
Debt Securities Interests Total
($ in thousands)


For the three months ended September 30, 2002(1)
                       
 
Companies more than 25% owned
  $ 15,775     $ 300     $ 16,075  
 
Companies 5% to 25% owned
    17,314       386       17,700  
 
Companies less than 5% owned
    106,995       7,886       114,881  
     
     
     
 
   
Total
  $ 140,084     $ 8,572     $ 148,656  
     
     
     
 
For the nine months ended September 30, 2002(1)
                       
 
Companies more than 25% owned
  $ 31,737     $ 4,059     $ 35,796  
 
Companies 5% to 25% owned
    24,808       7,432       32,240  
 
Companies less than 5% owned
    141,018       9,392       150,410  
     
     
     
 
   
Total
  $ 197,563     $ 20,883     $ 218,446  
     
     
     
 
For the year ended December 31, 2001(1)
                       
 
Companies more than 25% owned
  $ 47,860     $ 78,260     $ 126,120  
 
Companies 5% to 25% owned
    8,203       3,721       11,924  
 
Companies less than 5% owned
    142,144       7,548       149,692  
     
     
     
 
   
Total
  $ 198,207     $ 89,529     $ 287,736  
     
     
     
 

(1)  The private finance portfolio is presented in three categories—companies more than 25% owned, which represent portfolio companies where we directly or indirectly own more than 25% of the outstanding voting securities of such portfolio company and therefore are deemed controlled by us under the 1940 Act; companies owned 5% to 25%, which represent portfolio companies where we directly or indirectly own 5% to 25% of the outstanding voting securities of such portfolio company or where we hold one or more seats on the portfolio company’s board of directors and, therefore are deemed to be an affiliated person under the 1940 Act; and companies less than 5% owned, which represent portfolio companies where we directly or indirectly own less than 5% of the outstanding voting securities of such portfolio company and where we have no other affiliations with such portfolio company.

     At September 30, 2002, we had outstanding funding commitments of $92.8 million to portfolio companies, including $28.1 million committed to private venture capital funds. At September 30, 2002, we also had total commitments to private finance portfolio companies in the form of standby letters of credit and guarantees of $61.7 million.

      We fund new investments using cash, through the issuance of our common equity, the reinvestment of previously accrued interest and dividends in debt or equity securities, or the current reinvestment of interest and dividend income through the receipt of a debt or equity security (payment-in-kind income). From time to time we may opt to reinvest accrued interest receivable in a new debt or equity security in lieu of receiving such interest in cash and providing a subsequent growth investment.

      We may acquire more than 50% of the common stock of a company in a control buyout transaction. Control investments are generally structured such that we earn a current return through a combination of interest income on our senior loans and subordinated debt, dividends on our preferred and common stock, and management or transaction services fees to compensate us for the managerial assistance that we provide to a controlled portfolio company. In some cases for companies that are more than 50% owned, we may not accrue interest on loans and debt securities if such company is in need of additional capital and, therefore, we may defer current debt service. Our most significant

46


 

investments acquired through control buyout transactions at September 30, 2002, were The Hillman Companies, Inc., (formerly SunSource, Inc.), acquired in 2001 and Business Loan Express, Inc., acquired in 2000.

      The Hillman Companies, Inc. During 2001, we acquired 93.2% of the common equity of SunSource, Inc. for $71.5 million in cash. Subsequently, SunSource completed the sale of its STS business unit and distributed $16.5 million in cash to us, reducing our common stock cost basis to $57.2 million at December 31, 2001. As part of the STS sale, we invested $3.2 million in the new STS. During the third quarter of 2001, we received fees from SunSource of $2.8 million related to transaction assistance for the SunSource sale and STS sale, and $1.6 million for the syndication of SunSource’s senior credit facilities. In addition, we realized a gain of $2.5 million from the sale of warrants prior to the buyout transaction. During the first quarter of 2002, SunSource changed its name to The Hillman Companies, Inc., also referred to as Hillman.

      Hillman is a leading manufacturer of key making equipment and distributor of key blanks, fasteners, signage and other small hardware components and operates in multiple channels of the retail marketplace such as hardware stores, national and regional home centers and mass merchants. Hillman has certain patent-protected products including key duplication technology that is important to its business. Hillman’s primary operations are located in Cincinnati, Ohio.

      During the second quarter of 2002, we recorded unrealized appreciation on this investment of $32.8 million. At September 30, 2002, our investment in Hillman totaled $131.5 million at value, or 5.2% of total assets. We did not change the unrealized appreciation on our investment in Hillman during the third quarter of 2002, as the fair value of our investment was still within our range of estimations of enterprise value for the company. Hillman remains on plan with respect to achieving its estimated 2002 earnings before interest, taxes, depreciation, amortization and management fees, of approximately $50 million.

      Business Loan Express, Inc. On December 31, 2000, we acquired 94.9% of BLC Financial Services, Inc. in a “going private” buyout transaction for $95.2 million. We issued approximately 4.1 million shares of our common stock, or $86.1 million of new equity, and paid $9.1 million in cash to acquire BLC, which thereafter changed its name to Business Loan Express, Inc.

      As part of the transaction, we recapitalized Allied Capital Express, our small business lending operation, as an independently managed private portfolio company and merged it into Business Loan Express. We contributed certain assets, including our online rules-based underwriting technology and fixed assets, and transferred 37 employees to the private portfolio company. Upon completion of the transaction, our investment in Business Loan Express as of December 31, 2000 totaled $204.1 million and consisted of $74.5 million of subordinated debt, $25.1 million of preferred stock, and $104.5 million of common stock.

      At September 30, 2002, our investment in Business Loan Express totaled $254.3 million at value, or 10.1% of our total assets, which includes unrealized appreciation of $35.4 million. We did not change the unrealized appreciation on our investment in BLX during the third quarter of 2002, as the fair value of our investment was still within our range of estimations of enterprise value. In determining the equity value included in the estimated enterprise value, we assumed that BLX’s equity securities would be valued at a multiple of approximately 8 times trailing 2002 pro-forma net income of $23 million,

47


 

which results from BLX’s actual fiscal 2002 earnings adjusted for management fees and a pro-forma capital structure that assumes the sale of the company.

      To view another measure of the fair value of our investment in BLX, we compared our investment at fair value in BLX of $254.3 million to our share of the book value of BLX’s junior capital. Our share of BLX’s junior capital totals $145.7 million and includes subordinated debt due to us of $89.4 million, preferred equity of $25.1 million and our share of common equity, including paid-in capital and retained earnings of $31.2 million. This comparison shows that the fair value of our $254.3 million investment is 1.7 times the cost or book basis of our share of BLX’s junior capital in total.

      Summary financial data for Business Loan Express at and for the quarter ended September 30, 2002, and the year ended June 30, 2002, was as follows:

                   
At and for the At and for the
Quarter Ended Year Ended
September 30, 2002(1) June 30, 2002
($ in millions)

Operating Data
               
 
Total revenue
  $ 25.7     $ 84.6  
 
Profits before taxes
  $ 1.5     $ 3.6  
 
Earnings before interest, taxes and management fees (EBITM)
  $ 12.9     $ 43.0  
Balance Sheet Data
               
 
Total assets(2)
  $ 279.7     $ 277.1  
 
Total debt
  $ 186.1     $ 183.0  
 
Total shareholders’ equity
  $ 60.7     $ 59.9  
Cash Flow Data
               
 
Cash provided by operating activities
  $ 10.7     $ 18.7  
 
Cash used in investing activities
  $ (8.6 )   $ (37.1 )
 
Cash provided by financing activities
  $ 0.7     $ 3.0  
Other Data
               
 
Total loan originations
  $ 153.7     $ 565.1  
 
Serviced loan portfolio
  $ 1,501.6     $ 1,372.6  
 
Number of loans
    2,251       2,083  
 
Loan delinquencies(3)
    8.5%       9.4%  

(1)  Financial data at and for the quarter ended September 30, 2002, is unaudited. The results of operations, changes in cash flows and loan originations for the three months ended September 30, 2002 are not necessarily indicative of the operating results to be expected for the full year.
(2)  Included in total assets is $6 million of goodwill. There is no other goodwill on BLX’s balance sheet. We acquired 94.9% of BLC Financial Services, Inc. on December 31, 2000. “Push-down” accounting was not required with respect to this transaction; accordingly, goodwill was not recorded by BLX.
(3)  Represents the percentage of loans in the total serviced loan portfolio that are greater than 30 days delinquent, which includes loans in workout status. Loans greater than 30 days delinquent for the SBA 7(a) loan portfolio only, which are included in the total serviced loan portfolio, were 7.9% at September 30, 2002. Delinquencies for the types of small business loans made by BLX typically range between 8% and 12%.

     The loans originated by BLX are generally secured by commercial real estate. Loans originated under the 7(a) Guaranteed Loan Program also require the personal guarantee of the borrower and, in many cases, the loans are also secured by additional real estate collateral. Because the loans are secured by collateral, BLX’s annual loan losses for its

48


 

serviced SBA 7(a) loans, computed using the unguaranteed balance of the SBA 7(a) loan portfolio, were less than 1% on average for the last five fiscal years.

      Business Loan Express sells or securitizes substantially all of the loans it originates. BLX currently sells the guaranteed piece of SBA 7(a) guaranteed loans for cash premiums of up to 10% of the guaranteed loan amount plus a retained annual servicing fee generally between 1% and 2.0% of the guaranteed loan amount. Alternatively, BLX may sell the guaranteed piece of SBA 7(a) guaranteed loans at par and retain an annual servicing spread, at current prices, of generally between 4.0% and 4.8%. BLX securitizes the unguaranteed piece of the SBA 7(a) loans and conventional loans it originates. Typically, BLX retains up to 2.7% of the loan securitization pools and receives a spread from the excess of loan interest received on the loans sold over the interest cost on the securities issued in the securitization generally between 4.7% and 4.8%.

      As a result of BLX’s guaranteed loan sales and as a result of securitization transactions, BLX had assets at September 30, 2002, totaling approximately $116.1 million representing the residual interests in and servicing assets for loans sold or securitized, together referred to as Residual Interests. These Residual Interests represent the discounted present value of future cash flow streams to be received from loans sold or securitized after making allowances for estimated prepayments, losses and loan delinquencies.

      If loan payments on all loans were to be received as stated in the loan agreements, estimated future cash flows to BLX from loans sold or securitized would total approximately $469 million in the aggregate over the remaining term of these loans. Of the approximate $469 million, estimated cash flows for the 12 months ended September 30, 2003, 2004, 2005, and 2006 would be approximately $36 million, $35 million, $34 million and $33 million, respectively.

      BLX’s cash flow from operations for the quarter ended September 30, 2002 was $10.7 million. Sources of cash flow from operations include net income, cash proceeds from loan sales net of cash used for loans originated, and changes in working capital. BLX’s cash used in investing activities for the quarter ended September 30, 2002 was $8.6 million. Cash used in investing activities includes the origination of residual interests from loans sold, net of collections of residual interests and cash used to purchase fixed assets. BLX’s external cash funding requirements to finance its operations and loan portfolio for the quarter were $0.7 million which was funded by the senior revolving line of credit.

      Business Loan Express has a three-year $124 million revolving credit facility that matures in March 2004. As the controlling shareholder of Business Loan Express, we have provided an unconditional guaranty to the revolving credit facility lenders in an amount of up to 50% of the total obligations (consisting of principal, accrued interest and other fees) of Business Loan Express under the revolving credit facility. The amount guaranteed by us at September 30, 2002 was $48.5 million. This guaranty can be called by the lenders only in the event of a default by Business Loan Express. Business Loan Express was in compliance with the terms of the revolving credit facility at September 30, 2002. We have also provided two standby letters of credit in connection with two term securitization transactions completed by Business Loan Express in the second quarter of 2002 totaling $10.6 million.

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      Business Loan Express is currently contemplating a corporate restructure and recapitalization whereby the company would convert from a corporation to a limited liability company. This restructure would enable the company to have greater flexibility as it grows. Upon such restructure and recapitalization, our equity interests would be converted to membership units and the earnings of Business Loan Express would pass through to its members as dividends. There can be no assurance when or if the corporate restructure and recapitalization will occur. BLX expects to incur certain reorganization expenses related to the corporate restructure and recapitalization.

      Business Loan Express is the nation’s second largest non-bank government guaranteed lender utilizing the SBA’s 7(a) Guaranteed Loan Program and is licensed by the SBA as a Small Business Lending Company (SBLC). Therefore, changes in the laws or regulations that govern SBLCs or the SBA’s 7(a) Guaranteed Loan Program or changes in government funding for this program could have a material impact on Business Loan Express or its operations. As of October 1, 2002, the SBA implemented a maximum loan size of $500,000 for loans originated through the SBA 7(a) Guaranteed Loan Program. Pending revision of the government’s funding of this program, this limitation may be revisited. BLX does not anticipate that the change will have a material effect on its business. The company plans to emphasize its conventional loan program should the $500,000 SBA 7(a) loan size cap remain in place. Business Loan Express is a preferred lender as designated by the SBA in 68 markets across the United States, and originates, sells and services small business loans. In addition to the 7(a) Guaranteed Loan Program, Business Loan Express originates conventional small business loans and originates loans under the USDA Business and Industry Guaranteed Loan Program. Business Loan Express has 37 offices across the United States and is headquartered in New York, New York.

      WyoTech Acquisition Corporation. On July 1, 2002, WyoTech Acquisition Corporation was sold for $84.4 million. We acquired WyoTech in December of 1998 and owned 91% of the common equity of WyoTech. At June 30, 2002, our investment had a cost basis of $16.4 million, which represented all of the debt ($12.6 million), preferred stock ($3.7 million) and 91% of the common equity capital ($0.1 million) of WyoTech. Our total proceeds from the sale of WyoTech, including the repayment of debt and preferred stock and the sale of our 91% common equity ownership, were $77.2 million. We recognized a realized gain of $60.8 million on the transaction. The sale of WyoTech is subject to post-closing working capital adjustments, if any, and customary indemnification provisions.

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Commercial Real Estate Finance

      The commercial real estate finance portfolio, investment activity and yields at and for the three and nine months ended September 30, 2002 and 2001, and at and for the year ended December 31, 2001, were as follows:

                                             
At and for the At and for the
Three Months Nine Months At and for the
Ended Ended Year Ended
September 30, September 30, December 31,



2002 2001 2002 2001 2001
($ in millions)




(unaudited) (unaudited)
Portfolio at value:
                                       
 
CMBS bonds
  $ 496.4     $ 447.5     $ 496.4     $ 447.5     $ 558.3  
 
Collateralized debt obligation preferred shares
    53.0       24.6       53.0       24.6       24.2  
     
     
     
     
     
 
   
Total CMBS
    549.4       472.1       549.4       472.1       582.5  
 
Commercial mortgage loans
    59.7       86.2       59.7       86.2       79.6  
 
Residual interest
    69.0       74.4       69.0       74.4       69.9  
 
Real estate owned
    2.9       2.4       2.9       2.4       2.5  
     
     
     
     
     
 
Total Portfolio
  $ 681.0     $ 635.1     $ 681.0     $ 635.1     $ 734.5  
     
     
     
     
     
 
Investments funded
  $ 8.9     $ 96.8     $ 134.6     $ 282.8     $ 392.6  
Change in accrued or reinvested interest
  $     $ 0.1     $ 0.4     $ 1.2     $ 2.7  
Principal repayments
  $ 0.5     $ 1.9     $ 11.5     $ 21.3     $ 30.7  
CMBS and commercial real estate loan sales
  $ 87.2     $ 55.4     $ 213.5     $ 130.0     $ 130.0  
Yield*
    13.6 %     13.5 %     13.6 %     13.5 %     13.5 %

The weighted average yield on the interest-bearing investments is computed as the (a) annual stated interest rate earned plus the annual amortization of loan origination fees, original issue discount and market discount earned on accruing interest-bearing investments, divided by (b) total interest-bearing investments at value. The weighted average yield is computed as of the balance sheet date. Interest-bearing investments for the commercial real estate finance portfolio include all investments except for real estate owned.

     Our primary commercial real estate investment activity is the investment in non-investment grade commercial mortgage-backed securities, or CMBS. In 1998, we began to take advantage of a unique market opportunity to acquire non-investment grade CMBS bonds at significant discounts from the face amount of the bonds. We believe that CMBS is an attractive asset class because of the yields that can be earned on securities that are secured by commercial mortgage loans, and ultimately commercial real estate properties. We did not make any new CMBS bond investments during the third quarter of 2002 as there was a limited supply of new CMBS bond issuances in the market. The supply of new CMBS bond issuances has increased in the fourth quarter and we are currently in the process of underwriting two transactions that may close during the fourth quarter of 2002. Our CMBS investment activity level will be dependent upon our ability to invest in CMBS at attractive yields. We plan to continue our CMBS investment activity, however, in order to maintain a balanced portfolio, we expect that CMBS will not exceed 25% of our total assets.

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      Our commercial real estate investment activity for the three and nine months ended September 30, 2002, and for the year ended December 31, 2001, was as follows:

                                   
Amount Invested

Face Amount
Amount Discount Funded Yield(1)(3)
($ in millions)



For the three months ended September 30, 2002
                               
CMBS bonds
  $     $     $          
CDOs
    1.0             1.0       17.4%  
Commercial mortgage loans
                         
Real estate owned(2)
    7.9             7.9          
     
     
     
         
 
Total
  $ 8.9     $     $ 8.9       17.4%  
     
     
     
         
For the nine months ended September 30, 2002
                               
CMBS bonds
  $ 181.4     $ (83.8 )   $ 97.6       14.7%  
CDOs
    29.0             29.0       17.5%  
Commercial mortgage loans
    0.1             0.1       10.0%  
Real estate owned(2)
    7.9             7.9          
     
     
     
         
 
Total
  $ 218.4     $ (83.8 )   $ 134.6       15.3%  
     
     
     
         
For the year ended December 31, 2001
                               
CMBS bonds
  $ 661.4     $ (295.6 )   $ 365.8       14.0%  
CDOs
    24.6             24.6       16.9%  
Commercial mortgage loans
    2.2             2.2       10.0%  
     
     
     
         
 
Total
  $ 688.2     $ (295.6 )   $ 392.6       14.2%  
     
     
     
         

(1)  The yield on new CMBS bond investments will vary from period to period depending on the concentration of lower yielding BB+, BB and BB- CMBS bonds purchased in that period to the total amount invested.
(2)  During the quarter ended September 30, 2002, we acquired real estate property in connection with a foreclosed asset in order to facilitate the disposition of the property. A current yield was therefore not calculated for this investment.
(3)  Total yield calculation for the three and nine months ended September 30, 2002 excludes new investments in real estate owned.

     CMBS Bonds. The non-investment grade and unrated tranches of the CMBS bonds in which we invest are junior in priority for payment of interest and principal to the more senior tranches of the related CMBS bond issuance. Cash flow from the underlying mortgages generally is allocated first to the senior tranches, with the most senior tranches having a priority right to the cash flow. Then, any remaining cash flow is allocated, generally, among the other tranches in order of their relative seniority. To the extent there are defaults and unrecoverable losses on the underlying mortgages resulting in reduced cash flows, our most subordinate tranche will bear this loss first. At September 30, 2002, our CMBS bonds were subordinate to 91% to 97% of the tranches of bonds issued in various CMBS transactions. Given that the non-investment grade CMBS bonds in which we invest are junior in priority for payment of principal and interest, we invest in these CMBS bonds at a discount from the face amount of the bonds. The discount increases with the decrease in the seniority of the CMBS bonds. For the nine months ended September 30, 2002, and the year ended December 31, 2001, the average discount for the CMBS bonds in which we invested was 46% and 45%, respectively.

      The underlying pools of mortgage loans that are collateral for our new CMBS bond investments for the nine months ended September 30, 2002, and for the year ended

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December 31, 2001, had respective underwritten loan to value and underwritten debt service coverage ratios as follows:
                                 
For the Nine Months For the Year Ended
Ended September 30, December 31,
2002 2001


Loan to Value Ranges Amount Percentage Amount Percentage
($ in millions)



Less than 60%
  $ 401.9       16 %   $ 1,259.7       15 %
60-65%
    178.7       7       941.6       11  
65-70%
    264.1       11       1,140.6       14  
70-75%
    799.5       32       2,400.4       29  
75-80%
    812.7       33       2,466.4       30  
Greater than 80%
    12.0       1       119.6       1  
     
     
     
     
 
Total
  $ 2,468.9       100 %   $ 8,328.3       100 %
     
     
     
     
 
Weighted average loan to value
    70.4 %             69.7 %        
                                 
For the Nine Months For the Year Ended
Ended September 30, December 31,
2002 2001
Debt Service Coverage

Ratio(1) Ranges Amount Percentage Amount Percentage
($ in millions)



Greater than 2.00
  $ 103.3       4 %   $ 484.8       6 %
1.76-2.00
    84.2       3       158.2       2  
1.51-1.75
    240.3       10       855.0       10  
1.26-1.50
    1,631.8       66       5,008.3       60  
1.00-1.25
    409.3       17       1,822.0       22  
     
     
     
     
 
Total
  $ 2,468.9       100 %   $ 8,328.3       100 %
     
     
     
     
 
Weighted average debt service coverage ratio
    1.41               1.48          


(1)  Defined as annual net cash flow before debt service divided by annual debt service payments.

     As a part of our strategy to maximize our return on equity capital, we sold CMBS bonds rated BB+ through B during the nine months ended September 30, 2002 with a cost basis of $205.9 million, and bonds rated BB+ through BB-during the year ended December 31, 2001 with a cost basis of $124.5 million. These bonds had a weighted average effective yield of 11.5% and 10.3%, and were sold for $225.6 million and $126.8 million, respectively, resulting in realized gains on the sales. The sales of these primarily lower-yielding bonds increased our overall liquidity. Included in the CMBS bond sales during the third quarter of 2002 were $129.8 million of face amount of CMBS bonds with a cost basis of $82.7 million. We recognized a gain on this sale of $12.0 million, net of a realized loss of $2.1 million from a hedge related to the CMBS bonds sold. The CMBS bonds sold represented a strip of BB+ through B from our portfolio and had a weighted average yield to maturity of 12.0%. The CMBS bonds were sold to institutional investors.

      The effective yield on our CMBS bond portfolio at September 30, 2002 and December 31, 2001 was 14.5% and 14.7%, respectively. The yield on the CMBS portfolio at any point in time will vary depending on the concentration of lower yielding BB+, BB and BB- CMBS bonds held in the portfolio. At September 30, 2002, and December 31, 2001, the unamortized discount related to the CMBS portfolio was $595.6 million and $611.9 million, respectively. At September 30, 2002, the CMBS bond portfolio had a fair value of $496.4 million, which included net unrealized appreciation on the CMBS bonds of $39.8 million.

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      At September 30, 2002, the underlying pools of mortgage loans that are collateral for our CMBS bonds consisted of approximately 4,100 commercial mortgage loans with a total outstanding principal balance of $22.9 billion. At September 30, 2002, and December 31, 2001, 0.99% and 0.52%, respectively, of the loans in the underlying collateral pool for our CMBS bonds were over 30 days delinquent or were classified as real estate owned.

      Collateralized Debt Obligation Preferred Shares. During the nine months ended September 30, 2002, and the year ended December 31, 2001, we invested in the preferred shares of three and one, respectively, collateralized debt obligations, or CDOs, which are secured by investment grade unsecured debt issued by various real estate investment trusts, or REITs, and investment and non-investment grade CMBS bonds. The investment grade REIT collateral consists of debt with a cut-off balance of $1,017.6 million and was issued by 42 REITs. The investment grade CMBS collateral consists of CMBS bonds with a face amount of $479.0 million issued in 39 separate CMBS transactions. The non-investment grade CMBS collateral consists of BB+, BB and BB- CMBS bonds with a face amount of $463.4 million issued in 39 separate CMBS transactions. Included in the CMBS collateral for the CDOs are $397.9 million of CMBS bonds that are senior in priority of repayment to certain lower rated CMBS bonds held by us, which were issued in 23 separate CMBS transactions. The preferred shares are junior in priority for payment of principal to the more senior tranches of debt issued by the CDOs. To the extent there are defaults and unrecoverable losses on the underlying collateral resulting in reduced cash flows, the preferred shares will bear this loss first. At September 30, 2002, our preferred shares in the CDOs were subordinate to approximately 96% of the more senior tranches of debt issued by the CDOs. The yield on the CDOs was 17.2% and 16.9% at September 30, 2002, and December 31, 2001, respectively.

      Commercial Mortgage Loans and Real Estate Owned. Since 1998, we have been liquidating much of our whole commercial mortgage loan portfolio so that we can redeploy the proceeds into higher yielding assets. For the nine months ended September 30, 2002, and for the year ended December 31, 2001, we sold $7.6 million and $5.5 million, respectively, of commercial mortgage loans and real estate owned. At September 30, 2002, our whole commercial mortgage loan portfolio had been reduced to $59.7 million from $79.6 million at December 31, 2001.

      Residual Interests. The residual interest primarily consists of a retained interest totaling $68.9 million from a 1998 asset securitization whereby bonds were sold in three classes rated AAA, AA and A. The residual interest represents a right to cash flows from the underlying collateral pool of loans after these senior bond obligations are satisfied. At September 30, 2002, one class of bonds rated AAA was outstanding totaling $21.7 million. We have the right to call the bonds upon a minimum of ten days notice to the bondholders. Once the bonds are fully repaid, either through the cash flows from the securitized loans or due to us calling the bonds, the remaining loans in the trust will be returned to us as payment on the residual interest. At September 30, 2002, the residual interest had a fair value of $69.0 million.

Portfolio Asset Quality

      As a means to review portfolio quality, we are providing data using three separate measures — 1) portfolio by grade, 2) loans and debt securities on non-accrual status, and 3) loans and debt securities over 90 days delinquent. These three separate categories should not be added together, but instead are three different measures to assist in

54


 

evaluating the portfolio. Our primary measure for portfolio quality remains the grade of each investment in the portfolio.

      We employ a standard grading system for the entire portfolio. Grade 1 is used for those investments from which a capital gain is expected. Grade 2 is used for investments performing in accordance with plan. Grade 3 is used for investments that require closer monitoring; however, no loss of interest or principal is expected. Grade 4 is used for investments that are in workout and for which some loss of current interest is expected, but no loss of principal is expected. Grade 5 is used for investments that are in workout and for which some loss of principal is expected and the investment is written down to net realizable value.

      At September 30, 2002, and December 31, 2001, our portfolio was graded as follows:

                                 
2002 2001


Percentage Percentage
Portfolio of Total Portfolio of Total
Grade at Value Portfolio at Value Portfolio





($ in millions)
1
  $ 720.3       30.7 %   $ 603.3       25.9 %
2
    1,441.6       61.5       1,553.8       66.7  
3
    58.2       2.5       79.5       3.4  
4
    12.8       0.6       44.5       1.9  
5
    110.7       4.7       48.5       2.1  
     
     
     
     
 
    $ 2,343.6       100.0 %   $ 2,329.6       100.0 %
     
     
     
     
 

      Portfolio by Grade. Total Grades 4 and 5 assets as a percentage of the total portfolio at value at September 30, 2002 and December 31, 2001 were 5.3% and 4.0%, respectively. Grade 4 and 5 assets include loans, debt securities and equity securities. We expect that a number of portfolio companies will be in the Grades 4 or 5 categories from time to time. Part of the business of private finance is working with troubled portfolio companies to improve their businesses and protect our investment. The number of portfolio companies and related investment amount included in Grades 4 and 5 may fluctuate significantly from period to period. We continue to follow our historical practice of working with a troubled portfolio company in order to recover the maximum amount of our investment, but record unrealized depreciation for the expected full amount of the potential loss when such exposure is identified.

      Loans and Debt Securities on Non-Accrual Status. Loans and debt securities on non-accrual status for which we have doubt about interest collection are classified as Grade 4 or 5 assets, which are investments in workout status. In addition to Grade 4 and 5 assets that are in workout, we may not accrue interest on loans to companies which are more than 50% owned by us from time to time if such companies are in need of additional capital and, therefore, we may defer current debt service. Loans and debt securities on non-accrual status may or may not be over 90 days delinquent, as it is not unusual for us to place a loan on non-accrual status before it is over 90 days past due, and there may be loans over 90 days delinquent for which we believe that the interest is fully collectible.

      For the total investment portfolio, workout loans not accruing interest, or those loans and debt securities in Grade 4 and 5, were $88.1 million at value at September 30, 2002, or 3.8% of the total portfolio. Included in this category at September 30, 2002, were loans

55


 

of $14.3 million that were secured by commercial real estate. Workout loans not accruing interest were $109.0 million at value at December 31, 2001, or 4.7% of the total portfolio, of which $8.9 million were related to portfolio companies in liquidation, and $15.2 million represented loans secured by commercial real estate. As of September 30, 2002, $8.9 million representing receivables related to portfolio companies in liquidation were included in other assets. In addition to Grade 4 and 5 assets that are in workout, loans and debt securities to companies which are more than 50% owned by us that were not accruing interest totaled $63.8 million at value at September 30, 2002.

      Loans and Debt Securities Over 90 Days Delinquent. Loans and debt securities over 90 days delinquent are all loans and debt securities in the portfolio that are over 90 days past due, and these loans and debt securities may or may not be included in Grade 4 or 5 assets. If the loan pertains to an investment in workout, the loan or debt security will be included in the Grade 4 or 5 categories. A loan or debt security may be included in Grade 4 or 5 before it is over 90 days past due. If a loan is past due but does not pertain to an investment in workout, the loan or debt security would be included in Grades 1, 2 or 3.

      Loans and debt securities greater than 90 days delinquent were $66.5 million at value at September 30, 2002, or 2.8% of the total portfolio. Included in this category are loans valued at $26.9 million that are secured by commercial real estate. Loans greater than 90 days delinquent were $39.1 million at value at December 31, 2001, or 1.7% of the total portfolio. Included in this category are loans valued at $14.1 million that were secured by commercial real estate.

      As a provider of long-term privately negotiated investment capital, we may defer payment of principal or interest from time to time. As a result, the amount of the portfolio that is greater than 90 days delinquent or on non-accrual status may vary from quarter to quarter. The nature of our private finance portfolio company relationships frequently provide an opportunity for portfolio companies to amend the terms of payment to us or to restructure their debt and equity capital. During such restructuring, we may not receive or accrue interest or dividend payments. The investment portfolio is priced to provide current returns for shareholders assuming that a portion of the portfolio at any time may not be accruing interest currently. We also price our investments for a total return including interest or dividends plus capital gains from the sale of equity securities. Therefore, the amount of loans greater than 90 days delinquent or on non-accrual status is not necessarily an indication of future principal loss or loss of anticipated investment return. Our portfolio grading system is used as a means to assess loss of investment principal (Grade 5 assets).

      At September 30, 2002 and December 31, 2001, 0.99% and 0.52%, respectively, of the loans in the underlying collateral pool for our CMBS bond portfolio were over 30 days delinquent or were classified as real estate owned. We closely monitor the performance of all of the loans in the underlying collateral pools securing our CMBS investments.

Other Assets and Other Liabilities

      Because we invest in BB+, BB and BB- rated CMBS bonds, which are purchased at prices that are based on the 10-year Treasury rate, we have entered into transactions with financial institutions to hedge against movement in Treasury rates on certain of these CMBS bonds. These transactions involved receiving the proceeds from the sales of borrowed Treasury securities, with the obligations to replenish the borrowed Treasury securities at a later date based on the then current market price, whatever that price may be. Risks in these contracts arise from the possible inability of counterparties to meet the

56


 

terms of their contracts and from movements in the value of the borrowed Treasury securities and interest rates; we do not anticipate nonperformance by any counterparty.

      The total obligations to replenish borrowed Treasury securities were $52.2 million and $47.3 million at September 30, 2002, and December 31, 2001, respectively, which included unrealized depreciation on the obligations of $5.6 million and unrealized appreciation on the obligations of $1.2 million, respectively, due to changes in the yield on the borrowed Treasury securities. The obligations have been recorded as an other liability. The proceeds related to the sales of the borrowed Treasury securities were $46.7 million and $48.5 million at September 30, 2002, and December 31, 2001, respectively, and have been recorded as an other asset. Under the terms of the transactions, we have provided additional cash collateral of $5.0 million at September 30, 2002 for the difference between the net proceeds related to the sales of the borrowed Treasury securities and the obligations to replenish the securities on the weekly settlement date. The cash collateral has been recorded as an other asset in the accompanying consolidated financial statements.

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RESULTS OF OPERATIONS

Comparison of Three Months Ended September 30, 2002 and 2001

      The following table summarizes our condensed operating results for the three months ended September 30, 2002 and 2001.

                                     
For the Three
Months Ended
September 30,

Percent
2002 2001 Change Change
($ in thousands, except per share amounts)



(unaudited)
Interest and Related Portfolio Income
                               
 
Interest and dividends
  $ 67,624     $ 60,023     $ 7,601       13 %
 
Premiums from loan dispositions
    392       339       53       16 %
 
Fees and other income
    8,313       12,272       (3,959 )     (32 %)
     
     
     
     
 
   
Total interest and related portfolio income
    76,329       72,634       3,695       5 %
     
     
     
     
 
Expenses
                               
 
Interest
    17,430       16,093       1,337       8 %
 
Employee
    8,153       8,213       (60 )     (1 %)
 
Administrative
    5,052       4,139       913       22 %
     
     
     
     
 
   
Total operating expenses
    30,635       28,445       2,190       8 %
     
     
     
     
 
Net investment income before income tax expense and net realized and unrealized gains
    45,694       44,189       1,505       3 %
Income tax expense
    600             600        
     
     
     
     
 
Net investment income before net realized and unrealized gains
    45,094       44,189       905       2 %
     
     
     
     
 
Net Realized and Unrealized Gains
                               
 
Net realized gains
    48,222       3,348       44,874       *  
 
Net unrealized gains (losses)
    (47,796 )     12,166       (59,962 )     *  
     
     
     
     
 
   
Total net realized and unrealized gains
    426       15,514       (15,088 )     *  
     
     
     
     
 
Net increase in net assets resulting from operations
  $ 45,520     $ 59,703     $ (14,183 )     (24 %)
     
     
     
     
 
Diluted earnings per share
  $ 0.44     $ 0.63     $ (0.19 )     (30 %)
     
     
     
     
 
Weighted average shares outstanding — diluted
    103,302       94,585       8,717       9 %

Net realized and net unrealized gains and losses can fluctuate significantly from quarter to quarter. As a result, quarterly comparisons of net realized and net unrealized gains and losses may not be meaningful.

     Net increase in net assets resulting from operations, or net income, results from total interest and related portfolio income earned, less total expenses incurred in our operations, plus net realized and unrealized gains or losses.

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      Total Interest and Related Portfolio Income. Total interest and related portfolio income includes interest and dividend income, premiums from loan dispositions and fees and other income.

                 
For the Three
Months Ended
September 30,

2002 2001
($ in millions, except per share amounts)

Total Interest and Related Portfolio Income
  $ 76.3     $ 72.6  
Per share
  $ 0.74     $ 0.77  

      The increase in interest and dividend income earned resulted from the growth of our interest bearing investment portfolio and the dividends earned on certain preferred equity securities. Our investment portfolio, excluding non-interest bearing equity interests in portfolio companies, increased by 4% to $1,803.6 million at September 30, 2002, from $1,730.7 million at September 30, 2001. The weighted average yield on the interest-bearing investments in the portfolio at September 30, 2002 and 2001, was as follows:

                 
September 30,

2002 2001


Private Finance
    14.4%       14.5%  
Commercial Real Estate Finance
    13.6%       13.5%  
Total Portfolio
    14.1%       14.1%  

      Included in premiums from loan dispositions are prepayment premiums of $0.4 million and $0.3 million for the three months ended September 30, 2002 and 2001, respectively. While the scheduled maturities of private finance and commercial real estate loans range from five to ten years, it is not unusual for our borrowers to refinance or pay off their debts to us ahead of schedule. Because we seek to finance primarily seasoned, performing companies, such companies at times can secure lower cost financing as their balance sheets strengthen, or as more favorable interest rates become available. Therefore, we generally structure our loans to require a prepayment premium for the first three to five years of the loan.

      Fees and other income primarily include fees related to financial structuring, diligence, transaction services, management services to portfolio companies, guaranties and other advisory services. As a business development company, we are required to make significant managerial assistance available to the companies in our investment portfolio. Managerial assistance includes management and consulting services including, but not limited to, information technology, web site development, marketing, human resources, personnel recruiting, board recruiting, corporate governance and risk management.

      Fees and other income for the quarter ended September 30, 2002, included fees of $2.2 million related to structuring and diligence, fees of $0.4 million related to transaction services provided to portfolio companies, and fees of $5.7 million related to management services provided to portfolio companies, guaranty and other advisory services. Fees and other income are generally related to specific transactions or services, and therefore may vary substantially from period to period. Points or loan origination fees that represent yield

59


 

enhancement on a loan are capitalized and amortized into interest income over the life of the loan.

      Business Loan Express and Hillman are our most significant portfolio investments and together represent 15.3% of our total assets at September 30, 2002. Total interest and related portfolio income earned from these investments for the three months ended September 30, 2002 and 2001, was $12.4 million and $11.0 million, respectively.

      Operating Expenses. Operating expenses include interest, employee and administrative expenses. Our single largest expense is interest on our indebtedness. The fluctuations in interest expense during the three months ended September 30, 2002 and 2001, are attributable to changes in the level of our borrowings under various notes payable and debentures and our revolving credit facility. Our borrowing activity and weighted average interest cost, including fees and closing costs, were as follows:

                 
At and for the
Three Months
Ended
September 30,

2002 2001
($ in millions)

Total Outstanding Debt
  $ 990.7     $ 924.5  
Average Outstanding Debt
  $ 901.5     $ 862.4  
Weighted Average Cost
    7.1%       7.1%  
BDC Asset Coverage*
    259%       255%  

As a business development company, we are generally required to maintain a minimum ratio of 200% of total assets to total borrowings.

      Employee expenses include salaries and employee benefits. The change in employee expense reflects the effect of wage increases and the change in the mix of employees given their area of responsibility and relevant experience level. Total employees were 103 and 95 at September 30, 2002 and 2001, respectively.

      Administrative expenses include the leases for our headquarters in Washington, DC, and our regional offices, travel costs, stock record expenses, directors’ fees, legal and accounting fees, insurance premiums and various other expenses. The increase in administrative expenses as compared to the same period in 2001 includes approximately $0.2 million from legal, consulting and other fees, including costs incurred to defend against class action lawsuits alleging violations of securities laws and to respond to market activity in our stock. Administrative expenses also increased by approximately $0.3 million due to increased costs for corporate liability insurance and $0.2 million due to travel costs, including corporate aircraft depreciation.

      Realized Gains and Losses. Net realized gains resulted from the sale of equity securities associated with certain private finance investments, the sale of CMBS bonds and the realization of unamortized discount resulting from the sale and early repayment of

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private finance loans and commercial mortgage loans, offset by losses on investments. Net realized gains and losses were as follows:
                 
For the Three
Months Ended
September 30,

2002 2001
($ in millions)

Realized Gains
  $ 77.9     $ 3.3  
Realized Losses
    (29.7 )      
     
     
 
Net Realized Gains
  $ 48.2     $ 3.3  
     
     
 

      Realized gains and losses for the three months ended September 30, 2002, resulted from various private finance and commercial real estate finance transactions. Realized gains for the three months ended September 30, 2002, primarily resulted from transactions involving three private finance portfolio companies, Wyoming Technical Institute ($60.8 million), Oriental Trading Company, Inc. ($2.5 million) and Kirkland’s, Inc. ($2.2 million), and the sale of CMBS bonds ($12.0 million, net of a realized loss of $2.1 million from a hedge related to the CMBS bonds sold). We reversed previously recorded unrealized appreciation totaling $70.1 million and $2.5 million when gains were realized for the three months ended September 30, 2002 and 2001, respectively.

      Realized losses for the three months ended September 30, 2002, primarily resulted from transactions involving two private finance portfolio companies, Velocita, Inc. ($16.0 million) and Schwinn Holdings Corporation ($7.9 million), and two commercial real estate investments ($2.1 million). We reversed previously recorded unrealized depreciation totaling $29.3 million and zero when losses were realized for the three months ended September 30, 2002 and 2001, respectively.

      Unrealized Gains and Losses. We determine the fair value of each investment in our portfolio on a quarterly basis, and changes in fair value result in unrealized gains or losses being recognized. At September 30, 2002, approximately 93% of our total assets represented portfolio investments recorded at fair value. Value, as defined in Section 2(a)(41) of the Investment Company Act of 1940, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the board of directors. Since there is typically no readily ascertainable market value for the investments in our portfolio, we value substantially all of our investments at fair value as determined in good faith by the board of directors pursuant to a valuation policy and a consistently applied valuation process. Because of the inherent uncertainty of determining the fair value of investments that do not have a readily ascertainable market value, the fair value of our investments determined in good faith by the board of directors may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.

      There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses. Instead, we must determine the fair value of each individual investment on a quarterly basis. We will record unrealized depreciation on investments when we believe that an investment has become impaired,

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including where collection of a loan or realization of an equity security is doubtful. Conversely, we will record unrealized appreciation if we have an indication that the underlying portfolio company has appreciated in value and, therefore, our equity security has also appreciated in value, where appropriate. Changes in fair value are recorded in the statement of operations as unrealized gains and losses.

      As a business development company, we invest primarily in illiquid securities including debt and equity securities of private companies and non-investment grade CMBS. The structure of each debt and equity security is specifically negotiated to enable us to protect our investment and maximize our returns. We include many terms governing interest rate, repayment terms, prepayment penalties, financial covenants, operating covenants, ownership parameters, dilution parameters, liquidation preferences, voting rights, and put or call rights. Our investments are generally subject to restrictions on resale and generally have no established trading market. Because of the type of investments that we make and the nature of our business, our valuation process requires an analysis of various factors. Our fair value methodology includes the examination of, among other things, the underlying investment performance, financial condition and market changing events that impact valuation.

      Valuation Methodology — Private Finance. Our process for determining the fair value of a private finance investment begins with determining the enterprise value of the portfolio company. The fair value of our investment is based upon the enterprise value at which the portfolio company could be sold in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. The liquidity event whereby we exit a private finance investment is generally the sale, the recapitalization or, in some cases, the initial public offering of the portfolio company.

      There is no one methodology to determine enterprise value and, in fact, for any one portfolio company, enterprise value is best expressed as a range of fair values, from which we derive a single estimate of enterprise value. To determine the enterprise value of a portfolio company, we analyze its historical and projected financial results. We generally require portfolio companies to provide annual audited and monthly unaudited financial statements, as well as annual projections for the upcoming fiscal year. Typically in the private equity business, companies are bought and sold based upon multiples of EBITDA, cash flow, net income, revenues or, in limited instances, book value. When using EBITDA to determine enterprise value, we may adjust EBITDA for non-recurring items. Such adjustments are intended to normalize EBITDA to reflect the portfolio company’s earnings power. Adjustments to EBITDA may include compensation to previous owners, or acquisition, recapitalization or restructuring related items.

      In determining a multiple to use for valuation purposes, we look to private merger and acquisition statistics, discounted public trading multiples or industry practices. In estimating a reasonable multiple, we consider not only the fact that our portfolio company may be private relative to a peer group, but the size and scope of our portfolio company and its specific strengths and weaknesses. In some cases, the best valuation methodology may be a discounted cash flow analysis based upon future projections. If a portfolio company is distressed, a liquidation analysis may provide the best indication of enterprise value.

      If there is adequate enterprise value to support the repayment of our debt, the fair value of our loan or debt security normally corresponds to cost unless the borrower’s condition or other factors lead to a determination of fair value at a different amount. The

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fair value of equity interests in portfolio companies are determined based upon various factors, including the enterprise value remaining for equity holders after the repayment of the portfolio company’s debt and other pertinent factors such as recent offers to purchase a portfolio company’s equity interest or other potential liquidity events. The determined equity values are generally discounted when we have a minority position, restrictions on resale, specific concerns about the receptivity of the capital markets to a specific company at a certain time, or other factors.

      Valuation Methodology — CMBS Bonds. CMBS bonds are carried at fair value, which is based upon a discounted cash flow model which utilizes prepayment and loss assumptions based upon historical experience and projected performance, economic factors, the characteristics of the underlying cash flow and comparable market yields for similar CMBS bonds. Our assumption with regard to discount rate is based upon the yield of comparable securities. We recognize income from the amortization of original issue discount using the effective interest method, using the anticipated yield over the projected life of the investment. Yields are revised when there are changes in estimates of future credit losses, actual losses incurred, or actual and estimated prepayment speeds. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the CMBS bonds from the date the estimated yield is changed. We recognize unrealized appreciation or depreciation on our CMBS bonds, as comparable yields in the market change and/or whenever we determine that the value of our CMBS bonds is less than the cost basis due to changes in cash flows resulting from changes in prepayment or loss assumptions in the underlying collateral pool.

      Net Unrealized Gains and Losses — Net unrealized gains (losses) for the three months ended September 30, 2002 and 2001 were as follows:

                     
For the Three
Months Ended
September 30,

2002 2001
($ in millions)

Unrealized appreciation:
               
 
Unrealized gains
  $ 29.8     $ 28.3  
 
Reversal of previously recorded depreciation
    29.3        
     
     
 
   
Total unrealized appreciation
    59.1       28.3  
     
     
 
Unrealized depreciation:
               
 
Unrealized losses
    (36.8 )     (13.6 )
 
Reversal of previously recorded appreciation
    (70.1 )     (2.5 )
     
     
 
   
Total unrealized depreciation
    (106.9 )     (16.1 )
     
     
 
Net unrealized gains (losses)
  $ (47.8 )   $ 12.2  
     
     
 

      During the third quarter of 2002, we increased the fair value of our investment in Blue Rhino by $1.8 million based on the public market valuations of the company stock. In addition, we recorded unrealized appreciation totaling $6.2 million on ten other investments in our portfolio based upon the performance of the respective companies and/or indicative valuation estimates received from third parties.

      We recorded unrealized losses of $32.5 million on 30 portfolio investments during the three months ended September 30, 2002, largely due to conditions in the manufacturing, media and technology sectors, and due to company specific matters in certain companies. Portfolio companies for which unrealized depreciation was recorded this quarter include

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four companies in the portfolio that continue to be affected by weakness in the manufacturing sector for which we decreased fair value by $6.4 million; four companies in the media sector that have declined in fair value due to declining values in this sector for which we have decreased fair value by $10.5 million; and the three companies that have been affected by lower levels of technology spending for which we have decreased fair value by $1.8 million. In general, our portfolio companies in the consumer-driven sectors, such as retail and consumer products, continue to perform well. However, we decreased the fair value of three investments in this sector by $8.6 million. We also recorded depreciation of $2.0 million on five commercial mortgage loans and $0.7 million on one real estate owned property. As the economy improves, the financial performance of these portfolio companies may also improve. However, there can be no assurance when or if these companies’ performance may improve.

      CMBS Bonds. We recorded a net unrealized gain on our CMBS bond portfolio of $17.5 million in the third quarter of 2002. We determined the fair value of our CMBS bond portfolio using a discounted cash flow model based upon (i) the current performance of the underlying collateral loans, which utilizes prepayment and loss assumptions based upon historical and projected experience, economic factors and the characteristics of the underlying cash flow, and (ii) current market yields for comparable CMBS bonds, based upon Treasury rates and market spreads.

      Cash flow assumptions. With respect to the cash flows of the underlying collateral loans securing the CMBS bonds, the performance of the collateral loans to date is generally consistent with our original assumptions. We generally assume no prepayments on the collateral loans prior to maturity, as prepayments on the loans prior to maturity are generally prohibited or there are significant penalties, such as prepayment premiums, yield maintenance and/or defeasance requirements. Our credit loss assumptions for the underlying collateral loans at the time of investment in the CMBS bonds were generally estimated to assume that approximately 1% of the underlying collateral loan principal would be lost, and that one-third of the losses would be realized in year three, one-third in year six, and one-third in year nine. We believe that this is an appropriate approach to setting loss assumptions, as losses are expected to occur throughout the life of the CMBS bonds.

      As of September 30, 2002, total estimated losses in the underlying collateral pools over the life of the CMBS bonds were assumed to total approximately $217 million. Through September 30, 2002, $2.3 million in actual losses have been realized. While the actual realized losses as of September 30, 2002 are less than our originally estimated losses, we have not reduced the original estimates of the total expected losses over the life of the CMBS bonds. Loss assumptions affecting future cash flows are updated quarterly to reflect the estimated current and expected performance of the collateral loans on a loan-by-loan basis.

      Yield assumptions. During the third quarter of 2002, the overall yields on newly-issued CMBS bonds rated BB+ through B continued to decline due to the decline in Treasury yields combined with the narrowing of spreads, resulting in market yields for these bond classes being lower than the yields-to-maturity on our CMBS bonds for the same classes. More buyers of CMBS bonds have recently entered the market, particularly buyers for BB+ through BB rated CMBS bonds, which has contributed to the decline in spreads for these bond classes beginning in the second quarter of 2002. Historically, we

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have found yields on new issuances to be in the same range as the CMBS bonds we own. We confirmed our CMBS bond portfolio pricing estimates at September 30, 2002 with respect to spreads for our BB+ through B rated bonds with other CMBS bond market participants. Lower yields imply an increase in the value of our BB+ through B rated CMBS bond portfolio. The yields on B- through the non-rated classes have generally remained relatively consistent with the yields on our CMBS bonds in these classes. Pricing for these deeply subordinated classes of bonds are generally much more a function of the credit quality of a single issuance rather than market conditions.

      Fair Value. We have determined the fair value of our CMBS bonds based upon a discounted cash flow model using expected future cash flows and current market yields, as discussed above, to be approximately $496.4 million, and as a result have recorded a net unrealized gain on the CMBS bonds of $21.8 million for the quarter ended September 30, 2002. The net unrealized gain includes an unrealized loss of $0.7 million related to changes in estimated prepayment or loss assumptions.

      Because we invest in BB+, BB and BB- rated CMBS bonds, which are purchased at prices that are based on the 10-year Treasury rate, we have entered into transactions with financial institutions to hedge against movement in Treasury rates on certain of these CMBS bonds. These transactions involved receiving the proceeds from the sales of borrowed Treasury securities, with the obligation to replenish the borrowed Treasury securities at a later date based on the then current market price. The net proceeds related to the sales of the borrowed Treasury securities and the related obligations to replenish the borrowed Treasury securities totaled $46.7 million and $52.2 million, respectively, and have been included in other assets and other liabilities, respectively, at September 30, 2002. As of September 30, 2002, the total obligations on the hedge had increased to $52.2 million due to changes in the yield on the borrowed Treasury securities, resulting in unrealized depreciation on the obligation of $5.6 million. The decrease in the value of the hedge during the three months ended September 30, 2002, was $4.3 million and was recorded as an unrealized loss.

      The net unrealized gain on the CMBS bonds of $21.8 million, net of the unrealized loss on the hedge of $4.3 million, resulted in a net unrealized gain from the CMBS bond portfolio of $17.5 million for the three months ended September 30, 2002.

      Given that Treasury yields fluctuate, it is possible that there may be future adjustments to the fair value of the CMBS bonds. As a result, we have not classified the appreciated CMBS bonds as Grade 1 assets at September 30, 2002, since they may not result in any future capital gain. Therefore, CMBS bonds remain in Grade 2.

      Other Matters. All per share amounts included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section have been computed using the weighted average shares used to compute diluted earnings per share, which were 103.3 million and 94.6 million for the three months ended September 30, 2002 and 2001, respectively.

      We have elected to be taxed as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986. As long as we qualify as a regulated investment company, we are not taxed on our investment company taxable income or realized capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to shareholders on a timely basis. Annual tax distributions generally differ from net increase in net assets resulting from operations for the fiscal year due to timing differences in the recognition of income and expenses, returns of capital and net unrealized appreciation or depreciation, which are not included in taxable income.

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      In order to maintain our status as a regulated investment company, we must, in general, (1) continue to qualify as a business development company; (2) derive at least 90% of our gross income from dividends, interest, gains from the sale of securities and other specified types of income; (3) meet investment diversification requirements as defined in the Internal Revenue Code; and (4) distribute annually to shareholders at least 90% of our investment company taxable income as defined in the Internal Revenue Code. We intend to take all steps necessary to continue to qualify as a regulated investment company. However, there can be no assurance that we will continue to qualify for such treatment in future years.

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RESULTS OF OPERATIONS

Comparison of Nine Months Ended September 30, 2002 and 2001

      The following table summarizes our condensed operating results for the nine months ended September 30, 2002, and 2001.

                                     
For the Nine
Months Ended
September 30,

Percent
2002 2001 Change Change
($ in thousands, except per share amounts)



(unaudited)
Interest and Related Portfolio Income
                               
 
Interest and dividends
  $ 195,289     $ 173,722     $ 21,567       12 %
 
Premiums from loan dispositions
    2,051       2,070       (19 )     (1 %)
 
Fees and other income
    34,573       30,652       3,921       13 %
     
     
     
     
 
   
Total interest and related portfolio income
    231,913       206,444       25,469       12 %
     
     
     
     
 
Expenses
                               
 
Interest
    52,414       47,974       4,440       9 %
 
Employee
    24,462       22,269       2,193       10 %
 
Administrative
    12,913       10,166       2,747       27 %
     
     
     
     
 
   
Total operating expenses
    89,789       80,409       9,380       12 %
     
     
     
     
 
Net investment income before income tax expense and net realized and unrealized gains
    142,124       126,035       16,089       13 %
Income tax expense
    600             600        
     
     
     
     
 
Net investment income before net realized and unrealized gains
    141,524       126,035       15,489       12 %
     
     
     
     
 
Net Realized and Unrealized Gains
                               
 
Net realized gains
    57,072       8,339       48,733       *  
 
Net unrealized gains (losses)
    (23,661 )     23,463       (47,124 )     *  
     
     
     
     
 
   
Total net realized and unrealized gains
    33,411       31,802       1,609       *  
     
     
     
     
 
Net increase in net assets resulting from operations
  $ 174,935     $ 157,837     $ 17,098       11 %
     
     
     
     
 
Diluted earnings per share
  $ 1.70     $ 1.74     $ (0.04 )     (2 %)
     
     
     
     
 
Weighted average shares outstanding — diluted
    103,040       90,864       12,176       13 %


Net realized and net unrealized gains and losses can fluctuate significantly from period to period. As a result, year-to-date comparisons of net realized and net unrealized gains and losses may not be meaningful.

     Net increase in net assets resulting from operations, or net income, results from total interest and related portfolio income earned, less total expenses incurred in our operations, plus net realized and unrealized gains or losses.

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      Total interest and related portfolio income. Total interest and related portfolio income includes interest and dividend income, premiums from loan dispositions and fees and other income.

                 
For the Nine
Months Ended
September 30,

2002 2001
($ in millions, except per share amounts)

Total Interest and Related Portfolio Income
  $ 231.9     $ 206.4  
Per share
  $ 2.25     $ 2.27  

      The increase in interest and dividend income earned resulted primarily from the growth of our investment portfolio and the dividends earned on certain preferred equity securities. Our investment portfolio, excluding non-interest bearing equity interests in portfolio companies, increased by 4% to $1,803.6 million at September 30, 2002, from $1,730.7 million at September 30, 2001. The weighted average yield on the interest-bearing investments in the portfolio at September 30, 2002 and 2001 was as follows:

                 
September 30,

2002 2001


Private Finance
    14.4%       14.5%  
Commercial Real Estate Finance
    13.6%       13.5%  
Total Portfolio
    14.1%       14.1%  

      Included in premiums from loan dispositions are prepayment premiums of $2.0 million and $1.6 million for the nine months ended September 30, 2002 and 2001, respectively. While the scheduled maturities of private finance and commercial real estate loans range from five to ten years, it is not unusual for our borrowers to refinance or pay off their debts to us ahead of schedule. Because we seek to finance primarily seasoned, performing companies, such companies at times can secure lower cost financing as their balance sheets strengthen, or as more favorable interest rates become available. Therefore, we generally structure our loans to require a prepayment premium for the first three to five years of the loan.

      Fees and other income primarily include fees related to financial structuring, diligence, transaction services, management services to portfolio companies, guaranty and other advisory services. As a business development company, we are required to make significant managerial assistance available to the companies in our investment portfolio. Managerial assistance includes management and consulting services including, but not limited to, information technology, web site development, marketing, human resources, personnel recruiting, board recruiting, corporate governance and risk management.

      Fees and other income for the nine months ended September 30, 2002, included fees of $12.8 million related to structuring and diligence, fees of $4.1 million related to transaction services provided to portfolio companies, and fees of $17.4 million related to management services provided to portfolio companies, other advisory services and guaranty fees. Fees and other income are generally related to specific transactions or services, and therefore may vary substantially from period to period. Points or loan origination fees that represent yield enhancement on a loan are capitalized and amortized into interest income over the life of the loan.

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      Fees and other income for the nine months ended September 30, 2002 include investment advisory fees of $1.6 million related to our investment advisory contract to provide services to the Allied Capital Germany Fund, LLC. During the fourth quarter of 2002, we have decided to discontinue our German operations due to difficulty in finding attractive investment opportunities for the Germany Fund. In conjunction with this, we will incur some costs of discontinued operations, which we estimate will reduce our net income during the fourth quarter of 2002 and for the full year of 2002 by approximately 2.5 cents to 3.5 cents per share.

      Business Loan Express and Hillman are our most significant portfolio investments and together represent 15.3% of our total assets at September 30, 2002. Total interest and related portfolio income earned from these investments for the nine months ended September 30, 2002 and 2001 was $36.9 million and $27.4 million, respectively.

      Operating Expenses. Operating expenses include interest, employee and administrative expenses. Our single largest expense is interest on our indebtedness. The fluctuations in interest expense during the nine months ended September 30, 2002 and 2001 are attributable to changes in the level of our borrowings under various notes payable and debentures and our revolving credit facility. Our borrowing activity and weighted average interest cost, including fees and closing costs, were as follows:

                 
At and for the
Nine Months
Ended
September 30,

2002 2001
($ in millions)

Total Outstanding Debt
  $ 990.7     $ 924.5  
Average Outstanding Debt
  $ 927.3     $ 821.9  
Weighted Average Cost
    7.1%       7.1%  
BDC Asset Coverage*
    259%       255%  

As a business development company, we are generally required to maintain a minimum ratio of 200% of total assets to total borrowings.

      Employee expenses include salaries and employee benefits. The change in employee expense reflects the effect of wage increases and the change in the mix of employees given their area of responsibility and relevant experience level. Total employees were 103 and 95 at September 30, 2002 and 2001, respectively.

      Administrative expenses include the leases for our headquarters in Washington, DC, and our regional offices, travel costs, stock record expenses, directors’ fees, legal and accounting fees, insurance premiums and various other expenses. The increase in administrative expenses as compared to the same period in 2001 includes approximately $1.5 million from legal, consulting and other fees, including costs incurred to defend against class action lawsuits alleging violations of securities laws and to respond to market activity in our stock. Administrative expenses also increased by approximately $0.5 million due to increased costs for corporate liability insurance, $0.5 million due to outsourced technology assistance, and $0.2 million due to travel costs, including corporate aircraft depreciation.

      Realized Gains and Losses. Net realized gains result from the sale of equity securities associated with certain private finance investments, the sale of CMBS bonds

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and the realization of unamortized discount resulting from the sale and early repayment of private finance loans and commercial mortgage loans, offset by losses on investments. Net realized gains and losses were as follows:
                 
For the Nine
Months Ended
September 30,

2002 2001
($ in millions)

Realized Gains
  $ 93.4     $ 9.9  
Realized Losses
    (36.3 )     (1.6 )
     
     
 
Net Realized Gains
  $ 57.1     $ 8.3  
     
     
 

      Realized gains and losses for the nine months ended September 30, 2002, resulted from various private finance and commercial real estate finance transactions. Realized gains for the nine months ended September 30, 2002, primarily resulted from transactions involving six private finance portfolio companies, Wyoming Technical Institute ($60.8 million), Aurora Communications, LLC ($4.9 million), Oriental Trading ($2.5 million), Kirkland’s, Inc. ($2.2 million), Cumulus Media, Inc. ($0.5 million), and Alderwoods Group, Inc. ($0.1 million), the sale of CMBS bonds ($19.1 million, net of a realized loss of $0.5 million from a hedge related to the CMBS bonds sold) and one commercial real estate investment ($1.3 million). For the nine months ended September 30, 2002 and 2001, we reversed previously recorded unrealized appreciation totaling $77.4 million and $6.5 million, respectively, when gains were realized.

      Realized losses for the nine months ended September 30, 2002, primarily resulted from transactions involving six private finance portfolio companies, Velocita, Inc. ($16.0 million), Schwinn Holdings Corporation ($7.9 million), The Loewen Group, Inc. ($2.7 million), iSolve Incorporated ($0.9 million), Sure-Tel, Inc. ($0.5 million), Soff-Cut Holdings, Inc. ($0.5 million), and six commercial real estate investments ($3.8 million). In January 2002, The Loewen Group, Inc. emerged from bankruptcy and as a result, we exchanged our debt securities for cash, new debt securities and publicly traded common stock in the reorganized company, which resulted in a realized loss. The Loewen Group, Inc. changed its name to Alderwoods Group, Inc. For the nine months ended September 30, 2002, and 2001, we reversed previously recorded unrealized depreciation totaling $34.5 million and $2.2 million, respectively, when losses were realized.

      Unrealized Gains and Losses. For a discussion of our fair value methodology and how it affects unrealized gains and losses, see “Unrealized Gains and Losses” included in the “Comparison of Three Months Ended September 30, 2002 and 2001.”

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      Net unrealized gains (losses) for the nine months ended September 31, 2002 and 2001 were as follows:

                     
For the Nine
Months Ended
September 30,

2002 2001
($ in millions)

Unrealized appreciation:
               
 
Unrealized gains
  $ 166.3     $ 64.6  
 
Reversal of previously recorded depreciation
    34.5       2.2  
     
     
 
   
Total unrealized appreciation
    200.8       66.8  
     
     
 
Unrealized depreciation:
               
 
Unrealized losses
    (147.1 )     (36.8 )
 
Reversal of previously recorded appreciation
    (77.4 )     (6.5 )
     
     
 
   
Total unrealized depreciation
    (224.5 )     (43.3 )
     
     
 
Net unrealized gains (losses)
  $ (23.7 )   $ 23.5  
     
     
 

      Unrealized gains and losses recognized for the nine months ended September 30, 2002 are summarized below.

      During the nine months ended September 30, 2002, we increased the fair value of The Hillman Companies by $32.8 million and Business Loan Express, Inc. by $19.9 million based upon the performance of the companies; WyoTech Acquisition Corporation by $16.6 million based on the estimated proceeds expected to be received from the sale of this investment in July 2002; Blue Rhino and Kirkland’s by $13.3 million and $5.7 million, respectively, based on the public market valuations of each company’s stock; CorrFlex Graphics LLC and Morton Grove Pharmaceuticals, Inc. by $11.8 million, and $5.0 million, respectively, based on strong earnings growth and upon indicative valuation estimates received from third parties. In addition, we recorded unrealized gains totaling $15.5 million on 18 other investments in our portfolio.

      During the nine months ended September 30, 2002, we decreased the fair value of our investment in Startec Global Communications Corporation by $10.2 million to reflect the current plan of reorganization filed with the bankruptcy court in the second quarter of 2002. We decreased the value of Alderwoods Group, Inc. by $2.7 million to reflect the change in the Company’s public stock value.

      We also recorded $111.6 million in unrealized losses during the nine months ended September 30, 2002, largely due to conditions in the manufacturing, technology and media sectors, and the continuing effects of the events of September 11th, 2001. Portfolio companies for which unrealized depreciation was recorded included five companies that have been affected by weakness in the manufacturing sector for which we decreased fair value by $25.2 million; five companies that have been affected by lower levels of technology spending for which we decreased fair value by $18.5 million; seven companies in the media sector that have declined in fair value due to declining values in this sector for which we decreased fair value by $18.4 million; and two companies that continued to endure difficulties during 2002 as a result of the attacks of September 11th that have declined in fair value by $11.3 million. In general, our portfolio companies in the consumer-driven sectors, such as retail and consumer products, continue to perform well. However, we did decrease the fair value of six investments in this sector by $16.7 million during the nine months ended September 30, 2002. As the economy improves, the financial performance of these portfolio companies may also improve. However, there can be no assurance when or if these companies’ performance may improve. We also recorded

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depreciation of $3.3 million on six commercial mortgage loans and $4.2 million on two real estate owned properties.

      We also recorded $16.0 million of depreciation on our investment in Velocita, Inc. during the six months ended June 30, 2002, including accrued interest reserves, and we reversed the previously recorded depreciation during the third quarter of 2002 and recorded a realized loss of $16.0 million.

      CMBS Bonds. Unrealized appreciation on the CMBS bond portfolio was $39.1 million for the nine months ended September 30, 2002, which consisted of a net unrealized gain on the CMBS bonds of $45.7 million less the net unrealized loss on the hedge of $6.6 million. See “Unrealized Gains and Losses — CMBS Bonds” included in the “Comparison of Three Months Ended September 30, 2002 and 2001.”

      Given that Treasury yields fluctuate, it is possible that there may be future adjustments to the fair value of the CMBS bonds. As a result, we have not classified the appreciated CMBS bonds as Grade 1 assets at September 30, 2002, since they may not result in any future capital gain. Therefore, CMBS bonds remain in Grade 2.

      Other Matters. All per share amounts included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section have been computed using the weighted average shares used to compute diluted earnings per share, which were 103.0 million and 90.9 million for the nine months ended September 30, 2002 and 2001, respectively.

      We have elected to be taxed as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986. As long as we qualify as a regulated investment company, we are not taxed on our investment company taxable income or realized capital gains, to the extent that such taxable income or gains are distributed, or deemed to be distributed, to shareholders on a timely basis. Annual tax distributions generally differ from net increase in net assets resulting from operations for the fiscal year due to timing differences in the recognition of income and expenses, returns of capital and net unrealized appreciation or depreciation, which are not included in taxable income.

      In order to maintain our status as a regulated investment company, we must, in general, (1) continue to qualify as a business development company; (2) derive at least 90% of our gross income from dividends, interest, gains from the sale of securities and other specified types of income; (3) meet investment diversification requirements as defined in the Internal Revenue Code; and (4) distribute annually to shareholders at least 90% of our investment company taxable income as defined in the Internal Revenue Code. We intend to take all steps necessary to continue to qualify as a regulated investment company. However, there can be no assurance that we will continue to qualify for such treatment in future years.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

      At September 30, 2002, and December 31, 2001, we had $23.6 million and $0.9 million, respectively, in cash and cash equivalents. We invest otherwise uninvested cash in U.S. government- or agency-issued or guaranteed securities that are backed by the full faith and credit of the United States, or in high quality, short-term repurchase agreements fully collateralized by such securities. Our objective is to manage to a low cash balance and fund new originations with our revolving line of credit.

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Debt and Other Commitments

      We had outstanding debt at September 30, 2002, and December 31, 2001, as follows:

                             
Annual
Facility Amount Interest
Amount Outstanding Cost(1)
($ in millions)


At September 30, 2002
                       
Notes payable and debentures:
                       
 
Unsecured long-term notes
  $ 694.0     $ 694.0       7.8 %
 
Small Business Administration debentures
    101.8       94.5       8.2 %
 
Auction rate reset note
    75.0       75.0       3.6 %
 
Overseas Private Investment Corporation loan
    5.7       5.7       6.6 %
     
     
     
 
   
Total notes payable and debentures
  $ 876.5     $ 869.2       7.4 %
     
     
     
 
Revolving line of credit
    527.5       121.5       3.3 %(2)
     
     
     
 
   
Total debt
  $ 1,404.0     $ 990.7       7.1 %
     
     
     
 
At December 31, 2001
                       
Notes payable and debentures:
                       
 
Unsecured long-term notes
  $ 694.0     $ 694.0       7.8 %
 
Small Business Administration debentures
    101.8       94.5       7.7 %
 
Auction rate reset note
    81.9       81.9       3.9 %
 
Overseas Private Investment Corporation loan
    5.7       5.7       6.6 %
     
     
     
 
   
Total notes payable and debentures
  $ 883.4     $ 876.1       7.4 %
     
     
     
 
Revolving line of credit
    497.5       144.7       3.2 %(2)
     
     
     
 
   
Total debt
  $ 1,380.9     $ 1,020.8       7.0 %
     
     
     
 

(1)  The annual interest cost on notes payable and debentures includes the cost of commitment fees and other facility fees that are recognized into interest expense over the contractual life of the respective borrowings.
(2)  The current interest rate payable on the revolving line of credit was 3.3% and 3.2% at September 30, 2002 and December 31, 2001, respectively, which excludes the annual cost of commitment fees and other facility fees of $2.0 million.

      Unsecured Long-Term Notes. We have issued long-term debt to institutional lenders, primarily insurance companies. The notes have five- or seven-year maturities, with maturity dates beginning in 2003. The notes require payment of interest only semi-annually, and all principal is due upon maturity.

      Small Business Administration Debentures. We, through our small business investment company subsidiary, have debentures payable to the Small Business Administration with terms of ten years. The notes require payment of interest only semi-annually, and all principal is due upon maturity. Under the small business investment company program, we may borrow up to $111.7 million from the Small Business Administration. At September 30, 2002, the Small Business Administration has a commitment to lend up to an additional $7.3 million above the amount outstanding. The commitment expires on September 30, 2005.

      Auction Rate Reset Note. We have an Auction Rate Reset Senior Note Series A that bears interest at the three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.75%, which adjusts quarterly. Interest is due quarterly and the note matures on December 27, 2002, as amended. As a means to repay the note, we have entered into an agreement with the placement agent of this note to serve as the placement agent on a

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future issuance of $75.0 million of debt, equity or other securities in one or more public or private transactions. Alternatively, we may repay the note in cash without conducting a capital raise. If we choose to repay the note in cash without conducting a capital raise, we will incur additional expense of approximately $3.2 million.

      Revolving Line of Credit. As of September 30, 2002, we have a $527.5 million unsecured revolving line of credit that expires in August 2003, with the right to extend the maturity for one additional year at our sole option under substantially similar terms. This facility was increased by $30.0 million during the first quarter of 2002 from $497.5 million at December 31, 2001, and may be further expanded up to $600 million. As of September 30, 2002, $400.7 million remains unused and available, net of amounts committed for standby letters of credit of $5.3 million issued under the credit facility. The credit facility bears interest at a rate equal to (i) the one-month LIBOR plus 1.25% or (ii) the higher of (a) the Bank of America, N.A. prime rate or (b) the Federal Funds rate plus 0.50%. The credit facility requires monthly payments of interest, and all principal is due upon maturity.

      We have various financial and operating covenants required by the revolving line of credit and the notes payable and debentures. These covenants require us to maintain certain financial ratios, including debt to equity and interest coverage, and a minimum net worth. Our credit facilities limit our ability to declare dividends if we default under certain provisions. As of September 30, 2002, we were in compliance with these covenants.

      The following table shows our significant contractual obligations as of September 30, 2002.

                                                           
Payments Due By Year

($ in millions) After
Contractual Obligations Total 2002 2003 2004 2005 2006 2006








Notes payable and debentures:
                                                       
 
Unsecured long-term notes
  $ 694.0     $     $ 140.0     $ 214.0     $ 165.0     $ 175.0     $  
 
Small Business Administration debentures
    94.5                   7.0       14.0             73.5  
 
Auction rate reset note
    75.0       75.0                                
 
Overseas Private Investment Corporation loan
    5.7                               5.7        
Revolving line of credit(1)
    121.5                   121.5                    
Operating leases
    21.6       0.6       2.6       2.7       2.7       2.6       10.4  
     
     
     
     
     
     
     
 
Total contractual cash obligations
  $ 1,012.3     $ 75.6     $ 142.6     $ 345.2     $ 181.7     $ 183.3     $ 83.9  
     
     
     
     
     
     
     
 


(1)  The revolving line of credit expires in August 2003, and may be extended under substantially similar terms for one additional year at our sole option. We assume that we would exercise our option to extend the revolving line of credit, resulting in an assumed maturity of August 2004.

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     The following table shows, as of September 30, 2002, our contractual commitments that may have the effect of creating, increasing or accelerating our liabilities.

                                                         
Amount of Commitment Expiration Per Year

($ in millions) After
Commitments Total 2002 2003 2004 2005 2006 2006








Standby letters of credit
  $ 11.3     $     $     $ 5.3     $     $     $ 6.0  
Guarantees
    50.4             1.0       48.5       0.2             0.7  
     
     
     
     
     
     
     
 
Total commitments
  $ 61.7     $     $ 1.0     $ 53.8     $ 0.2     $     $ 6.7  
     
     
     
     
     
     
     
 

Equity Capital and Dividends

      Because we are a regulated investment company, we distribute income and require external capital for growth. Because we are a business development company, we are limited in the amount of debt capital we may use to fund our growth, since we are generally required to maintain a minimum ratio of 200% of total assets to total borrowings, or approximately a 1 to 1 debt to equity capital ratio.

      To support our growth during the nine months ended September 30, 2002, and for the year ended December 31, 2001, we raised $49.9 million and $286.9 million, respectively, in new equity capital through the sale of shares from our shelf registration statement. We issue equity from time to time when we have attractive investment opportunities. In addition, during the nine months ended September 30, 2002 and for the year ended December 31, 2001, we raised $4.7 million and $6.3 million, respectively, in new equity capital through the issuance of shares through our dividend reinvestment plan. At September 30, 2002, total shareholders’ equity had increased to $1,429.0 million.

      In order to raise new investment capital for portfolio growth, we are conducting a non-transferable rights offering. Each shareholder of record at the close of business on October 21, 2002, received one non-transferable right for each share held. For every 20 rights held, the shareholder will be able to purchase one share of Allied Capital’s common stock. In addition, an over-subscription feature has been included, allowing shareholders to subscribe for additional shares not subscribed for by other shareholders on a pro rata basis.

      The rights offering will expire on November 21, 2002, unless the offering is extended. The per share subscription price will be 93% of the average of the last reported sales price of a share of Allied Capital’s common stock on the NYSE on November 21, 2002, and the four preceding business days. All shares of common stock acquired through the rights offering are expected to receive the fourth quarter dividend of $0.56 per share. Subscription certificates evidencing the non-transferable rights and a copy of the prospectus for this offering have been mailed to record date shareholders. The rights offering will be made only by means of the rights offering prospectus.

      Our board of directors reviews the dividend rate quarterly, and may adjust the quarterly dividend throughout the year. For the first, second and third quarters of 2002, the board of directors declared a dividend of $0.53, $0.55 and $0.56 per common share, respectively. The board of directors has recently declared a dividend of $0.56 per common share for the fourth quarter of 2002, which will be paid on December 27, 2002 to shareholders of record on December 13, 2002. Dividends are paid based on our taxable income, which includes our taxable interest and fee income as well as taxable net realized

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capital gains. Our board of directors evaluates whether to retain or distribute capital gains on an annual basis. Our dividend policy allows us to continue to distribute capital gains, but will also allow us to retain gains that exceed a normal capital gains distribution level, and therefore avoid any unusual spike in dividends in any one year. The dividend policy also enables the board of directors to selectively retain gains to support future growth.

      We plan to maintain a strategy of financing our business with cash from operations, through borrowings under short- or long-term credit facilities or other debt securities, through asset sales, or through the sale or issuance of new equity capital. Cash flow from operations before new investments was $504.8 million for the nine months ended September 30, 2002, and $330.8 million for the year ended December 31, 2001. Cash flow from operations before new investments has historically been sufficient to finance our operations.

      We maintain a matched-funding philosophy that focuses on matching the estimated maturities of our loan and investment portfolio to the estimated maturities of our borrowings. We use our short-term credit facilities as a means to bridge to long-term financing, which may or may not result in temporary differences in the matching of estimated maturities. We evaluate our interest rate exposure on an ongoing basis. To the extent deemed necessary, we may hedge variable and short-term interest rate exposure through interest rate swaps or other techniques.

      At September 30, 2002, our debt to equity ratio was 0.69 to 1 and our weighted average cost of funds was 7.1%. Availability on the revolving line of credit, net of amounts committed for standby letters of credit issued under the line of credit facility, was $400.7 million on September 30, 2002. We believe that we have access to capital sufficient to fund our ongoing investment and operating activities.

CRITICAL ACCOUNTING POLICIES

      Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex or subjective judgments. Our critical accounting policies are those applicable to the valuation of investments and certain revenue recognition matters as discussed below.

        Valuation of Portfolio Investments. As a business development company, we invest primarily in illiquid securities including debt and equity securities of private companies and non-investment grade CMBS. Our investments are generally subject to restrictions on resale and generally have no established trading market. We value substantially all of our investments at fair value as determined in good faith by the board of directors in accordance with our valuation policy. We determine fair value to be the amount for which an investment could be exchanged in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. Our valuation policy considers the fact that no ready market exists for substantially all of the securities in which we invest. Our valuation policy is intended to provide a consistent basis for establishing the fair value of the portfolio. We will record unrealized depreciation on investments when we believe that an investment has become impaired, including where collection of a loan or realization of an equity security is doubtful. Conversely, we will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and our equity security has also appreciated in value, where appropriate. The value of investments in public securities are determined using quoted market prices discounted for restrictions on resale.

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        Loans and Debt Securities. For loans and debt securities, fair value generally approximates cost unless the borrower’s enterprise value or overall financial condition or other factors lead to a determination of fair value at a different amount.

      When we receive nominal cost warrants or free equity securities (“nominal cost equity”), we allocate our cost basis in our investment between debt securities and nominal cost equity at the time of origination. At that time, the original issue discount basis of the nominal cost equity is recorded by increasing the cost basis in the equity and decreasing the cost basis in the related debt securities.

      Interest income is recorded on an accrual basis to the extent that such amounts are expected to be collected. For loans and debt securities with contractual payment-in-kind interest, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, we will not accrue payment-in-kind interest if the portfolio company valuation indicates that the payment-in-kind interest is not collectible. Loans classified as Grade 4 or Grade 5 assets do not accrue interest. Loan origination fees, original issue discount and market discount are capitalized and then amortized into interest income using the effective interest method. The weighted average yield on loans and debt securities is computed as the (a) annual stated interest rate earned plus the annual amortization of loan origination fees, original issue discount and market discount earned on accruing loans and debt securities, divided by (b) total loans and debt securities at value. The weighted average yield is computed as of the balance sheet date. Prepayment premiums are recorded on loans when received.

      Equity Securities. Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value based on the enterprise value of the portfolio company, which is determined using various factors, including cash flow from operations of the portfolio company and other pertinent factors such as recent offers to purchase a portfolio company’s securities or other liquidation events. The determined fair values are generally discounted to account for restrictions on resale and minority control positions.

      The value of our equity interests in public companies for which market quotations are readily available is based upon the closing public market price on the balance sheet date. Securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security.

      Dividend income is recorded on cumulative preferred equity securities on an accrual basis to the extent that such amounts are expected to be collected and on common equity securities on the record date for private companies or on the ex-dividend date for publicly traded companies.

      Commercial Mortgage-Backed Securities (“CMBS”). CMBS are carried at fair value, which is based upon a discounted cash flow model that utilizes prepayment and loss assumptions based upon historical experience and projected performance, economic factors, the characteristics of the underlying cash flow and comparable market yields for similar CMBS bonds. Our assumption with regard to discount rate is based upon the yield of comparable securities. We recognize income from the amortization of original issue discount using the effective interest method, using the anticipated yield over the projected life of the investment. Yields are revised when there are changes in estimates of future credit losses, actual losses incurred, or actual and estimated prepayment speeds. Changes in estimated yield are recognized as an adjustment to the estimated yield over the remaining life of the CMBS from the date the estimated yield is changed. We recognize

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unrealized appreciation or depreciation on our CMBS as comparable yields in the market change and/or whenever we determine that the value of our CMBS is less than the cost basis due to changes in cash flows resulting from changes in prepayment or loss assumptions in the underlying collateral pool.

      Residual Interest. We value our residual interest from a previous securitization and recognize income using the same accounting policies used for the CMBS. The residual interest is carried at fair value based on discounted estimated future cash flows. We recognize income from the residual interest using the effective interest method. At each reporting date, the effective yield is recalculated and used to recognize income until the next reporting date.

      Net Realized and Unrealized Gains or Losses. Realized gains or losses are measured by the difference between the net proceeds from the sale and the cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the year, net of recoveries. Unrealized gains or losses reflect the change in portfolio investment values during the reporting period.

      Fee Income. Fee income includes fees for diligence, structuring, transaction services, management services and investment advisory services rendered by us to portfolio companies and other third parties. Diligence, structuring and transaction services fees are generally recognized as income when services are rendered or when the related transactions are completed. Management and investment advisory services fees are generally recognized as income as the services are rendered.

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RISK FACTORS

      Investing in Allied Capital involves a number of significant risks relating to our business and investment objective. As a result, there can be no assurance that we will achieve our investment objective.

      Investing in private companies involves a high degree of risk. Our portfolio consists of primarily long-term loans to and investments in private companies. Investments in private businesses involve a high degree of business and financial risk, which can result in substantial losses and accordingly should be considered speculative. There is generally no publicly available information about the companies in which we invest, and we rely significantly on the diligence of our employees and agents to obtain information in connection with our investment decisions. In addition, some smaller businesses have narrower product lines and market shares than their competition, and may be more vulnerable to customer preferences, market conditions or economic downturns, which may adversely affect the return on, or the recovery of, our investment in such businesses.

      Our portfolio of investments is illiquid. We generally acquire our investments directly from the issuer in privately negotiated transactions. The majority of the investments in our portfolio are typically subject to restrictions on resale or otherwise have no established trading market. We typically exit our investments when the portfolio company has a liquidity event such as a sale, recapitalization or initial public offering of the company. The illiquidity of our investments may adversely affect our ability to dispose of debt and equity securities at times when it may be otherwise advantageous for us to liquidate such investments. In addition, if we were forced to immediately liquidate some or all of the investments in the portfolio, the proceeds of such liquidation would be significantly less than the current value of such investments.

      Substantially all of our portfolio investments are recorded at fair value as determined in good faith by our board of directors and, as a result, there is uncertainty regarding the value of our portfolio investments. At September 30, 2002, approximately 93% of our total assets represented portfolio investments recorded at fair value. Pursuant to the requirements of the 1940 Act, we value substantially all of our investments at fair value as determined in good faith by our board of directors on a quarterly basis. Since there is typically no readily ascertainable market value, for the investments in our portfolio, our board of directors determines in good faith the fair value of these investments pursuant to a valuation policy and a consistently applied valuation process.

      There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. Unlike banks, we are not permitted to provide a general reserve for anticipated loan losses; we are instead required by the 1940 Act to specifically value each individual investment and record unrealized depreciation for an investment that we believe has become impaired, including where collection of a loan or realization of an equity security is doubtful. Conversely, we will record unrealized appreciation if we have an indication that the underlying portfolio company has appreciated in value and, therefore, our security has also appreciated in value, where appropriate. Without a readily ascertainable market value and because of the inherent uncertainty of valuation, fair value of our investments determined in good faith by the board of directors may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material.

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      We adjust quarterly the valuation of our portfolio to reflect the board of directors’ determination of the fair value of each investment in our portfolio. Any changes in estimated fair value are recorded in our statement of operations as “Net unrealized gains (losses).”

      Economic recessions or downturns could impair our portfolio companies and harm our operating results. Many of the companies in which we have made or will make investments may be susceptible to economic slowdowns or recessions. An economic slowdown may affect the ability of a company to engage in a liquidity event. Our non-performing assets are likely to increase and the value of our portfolio is likely to decrease during these periods. These conditions could lead to financial losses in our portfolio and a decrease in our revenues, net income and assets.

      Our business of making private equity investments and positioning them for liquidity events also may be affected by current and future market conditions. The absence of an active senior lending environment may slow the amount of private equity investment activity generally. As a result, the pace of our investment activity may slow. In addition, significant changes in the capital markets could have an effect on the valuations of private companies and on the potential for liquidity events involving such companies. This could affect the amount and timing of gains realized on our investments.

      Our borrowers may default on their payments, which may have an effect on our financial performance. We make long-term unsecured, subordinated loans and invest in equity securities, which may involve a higher degree of repayment risk. We primarily invest in companies that may have limited financial resources and that may be unable to obtain financing from traditional sources. Numerous factors may affect a borrower’s ability to repay its loan, including the failure to meet its business plan, a downturn in its industry or negative economic conditions. Deterioration in a borrower’s financial condition and prospects may be accompanied by deterioration in any related collateral.

      Our private finance investments may not produce current returns or capital gains. Private finance investments are typically structured as debt securities with a relatively high fixed rate of interest and with equity features such as conversion rights, warrants or options. As a result, private finance investments are generally structured to generate interest income from the time they are made, and may also produce a realized gain from an accompanying equity feature. We cannot be sure that our portfolio will generate a current return or capital gains.

      Our financial results could be negatively affected if Business Loan Express fails to perform as expected. Business Loan Express, Inc. is our largest portfolio investment. Our financial results could be negatively affected if Business Loan Express, as a portfolio company, fails to perform as expected or if government funding for, or regulations related to the Small Business Administration 7(a) Guaranteed Loan Program change. At September 30, 2002, the investment totaled $254.3 million at value, or 10.1% of total assets.

      In addition, as controlling shareholder of Business Loan Express, we have provided an unconditional guaranty to Business Loan Express’ senior credit facility lenders in an amount equal to 50% of Business Loan Express’ total obligations on its $124.0 million revolving credit facility. The amount we have guaranteed at September 30, 2002, was $48.5 million. This guaranty can only be called in the event of a default by Business Loan Express. We have also provided two standby letters of credit in connection with two term loan securitization transactions completed by Business Loan Express in the second quarter of 2002 totaling $10.6 million.

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      Investments in non-investment grade commercial mortgage-backed securities may be illiquid, may have a higher risk of default and may not produce current returns. The commercial mortgage-backed securities in which we invest are not investment grade, which means that nationally recognized statistical rating organizations rate them below the top four investment-grade rating categories (i.e., “AAA” through “BBB”), and are sometimes referred to as “junk bonds.” Non-investment grade commercial mortgage-backed securities tend to be less liquid, may have a higher risk of default and may be more difficult to value. Non-investment grade securities usually provide a higher yield than do investment-grade securities, but with the higher return comes greater risk of default. Economic recessions or downturns may cause defaults or losses on collateral securing these securities to increase. Non-investment grade securities are considered speculative, and their capacity to pay principal and interest in accordance with the terms of their issue is not ensured.

      We may not borrow money unless we maintain asset coverage for indebtedness of at least 200% which may affect returns to shareholders. We must maintain asset coverage for total borrowings of at least 200%. Our ability to achieve our investment objective may depend in part on our continued ability to maintain a leveraged capital structure by borrowing from banks or other lenders on favorable terms. There can be no assurance that we will be able to maintain such leverage. If asset coverage declines to less than 200%, we may be required to sell a portion of our investments when it is disadvantageous to do so. As of September 30, 2002, our asset coverage for senior indebtedness was 259%.

      We borrow money which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us. Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. We borrow from, and issue senior debt securities to, banks, insurance companies and other lenders. Lenders of these senior securities have fixed dollar claims on our consolidated assets that are superior to the claims of our common shareholders. If the value of our consolidated assets increases, then leveraging would cause the net asset value attributable to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our consolidated assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our consolidated income in excess of consolidated interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our consolidated income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock dividend payments. Leverage is generally considered a speculative investment technique.

      At September 30, 2002, we had $990.7 million of outstanding indebtedness, bearing a weighted average annual interest cost of 7.1%. In order for us to cover these annual interest payments on indebtedness, we must achieve annual returns on our assets of at least 2.8%.

      Changes in interest rates may affect our cost of capital and net investment income. Because we borrow money to make investments, our net investment income before net realized and unrealized gains or losses, or net investment income, is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of sharply rising interest rates, our cost of funds would increase, which would reduce our net investment income. We use a combination of long-term and short-term

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borrowings and equity capital to finance our investing activities. We utilize our short-term credit facilities as a means to bridge to long-term financing. Our long-term fixed-rate investments are financed primarily with long-term fixed-rate debt and equity. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. We have analyzed the potential impact of changes in interest rates on interest income net of interest expense. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 1% change in interest rates would have affected the net increase in net assets resulting from operations, or net income, by less than 1% over a one year horizon. Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase in assets resulting from operations, or net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate.

      We will continue to need additional capital to grow because we must distribute our income. We will continue to need capital to fund incremental growth in our investments. Historically, we have borrowed from financial institutions and have issued equity securities. A reduction in the availability of new capital could limit our ability to grow. We must distribute at least 90% of our taxable ordinary income, which excludes net realized long-term capital gains, to our shareholders to maintain our regulated investment company status. As a result, such earnings will not be available to fund investment originations. We expect to continue to borrow from financial institutions and sell additional equity securities. If we fail to obtain funds from such sources or from other sources to fund our investments, it could limit our ability to grow, which could have a material adverse effect on the value of our common stock. In addition, as a business development company, we are generally required to maintain a ratio of at least 200% of total assets to total borrowings, which may restrict our ability to borrow in certain circumstances.

      Loss of pass-through tax treatment would substantially reduce net assets and income available for dividends. We have operated so as to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986. If we meet source of income, diversification and distribution requirements, we will qualify for effective pass-through tax treatment. We would cease to qualify for such pass-through tax treatment if we were unable to comply with these requirements. In addition, we may have difficulty meeting the requirement to make distributions to our shareholders because in certain cases we may recognize income before or without receiving cash representing such income. If we fail to qualify as a regulated investment company, we will have to pay corporate-level taxes on all of our income whether or not we distribute it, which would substantially reduce the amount of income available for distribution to our stockholders. Even if we qualify as a regulated investment company, we generally will be subject to a corporate-level income tax on the income we do not distribute. Moreover, if we do not distribute at least 98% of our taxable income, we generally will be subject to a 4% excise tax.

      There is a risk that you may not receive dividends or distributions. We intend to make distributions on a quarterly basis to our stockholders. 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, due to the asset coverage test applicable to us as a business development company, we may be limited in our ability to make distributions. Also, our credit facilities limit our ability to declare dividends if we default under certain provisions. If we do not distribute a certain percentage of our income

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annually, we will suffer adverse tax consequences, including possible loss of our status as a regulated investment company. In addition, in accordance with accounting principles generally accepted in the United States of America and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest which represents contractual interest added to the loan balance that becomes due at the end of the loan term. The increases in loan balances as a result of contractual payment-in-kind arrangements are included in income in advance of receiving cash payment, and are separately included in the change in accrued or reinvested interest and dividends in our consolidated statement of cash flows. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our income to maintain our status as a regulated investment company.

      We operate in a competitive market for investment opportunities. We compete for investments with a large number of private equity funds and mezzanine funds, investment banks and other equity and non-equity based investment funds, and other sources of financing, including traditional financial services companies such as commercial banks. Some of our competitors have greater resources than we do. Increased competition would make it more difficult for us to purchase or originate investments at attractive prices. As a result of this competition, sometimes we may be precluded from making otherwise attractive investments.

      We depend on key personnel. We depend on the continued services of our executive officers and other key management personnel. If we were to lose any of these officers or other management personnel, such a loss could result in inefficiencies in our operations and lost business opportunities.

      Changes in the law or regulations that govern us could have a material impact on us or our operations. We are regulated by the SEC and the Small Business Administration. In addition, changes in the laws or regulations that govern business development companies, regulated investment companies, real estate investment trusts, and small business investment companies may significantly affect our business. Any change in the law or regulations that govern our business could have a material impact on us or our operations. Laws and regulations may be changed from time to time, and the interpretations of the relevant laws and regulations also are subject to change.

      Results may fluctuate and may not be indicative of future performance. Our operating results will fluctuate and, therefore, you should not rely on current or historical period results to be indicative of our performance in future reporting periods. Factors that could cause operating results to fluctuate include, among others, variations in the investment origination volume and fee income earned, variation in timing of prepayments, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions.

      Our common stock price may be volatile. The trading price of our common stock may fluctuate substantially. The price of the common stock may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include the following:

  •  price and volume fluctuations in the overall stock market from time to time;
 
  •  significant volatility in the market price and trading volume of securities of business development companies or other financial services companies;

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  •  volatility resulting from trading in derivative securities related to our common stock including puts, calls, long-term equity anticipation securities, or LEAPs, or short trading positions;
 
  •  changes in regulatory policies or tax guidelines with respect to business development companies or regulated investment companies;
 
  •  actual or anticipated changes in our earnings or fluctuations in our operating results or changes in the expectations of securities analysts;
 
  •  general economic conditions and trends;
 
  •  loss of a major funding source; or
 
  •  departures of key personnel.

      Recently, the trading price of our common stock has been volatile. Due to the continued potential volatility of our stock price, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business. For information about the current securities class action lawsuit filed against us, see “Part II. Other Information — Legal Proceedings.”

Disclosure Regarding Forward-Looking Statements

      Information contained in this Form 10-Q may contain “forward-looking statements” which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate” or “continue” or the negative thereof or other variations or similar words or phrases. The matters described in “Risk Factors” and certain other factors noted throughout this Form 10-Q constitute cautionary statements identifying important factors with respect to any such forward-looking statements, including certain risks and uncertainties, that could cause actual results to differ materially from those in such forward-looking statements.

      Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be incorrect. Important assumptions include our ability to originate new investments, maintain certain margins and levels of profitability, access the capital markets for debt and equity capital, the ability to meet regulatory requirements and the ability to maintain certain debt to asset ratios. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described in “Risk Factors” and elsewhere in this Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q.

 
Item  3. Quantitative and Qualitative Disclosures About Market Risk

      Our business activities contain elements of risk. We consider the principal types of risk to be fluctuations in interest rates and portfolio valuations. We consider the management of risk essential to conducting our businesses. Accordingly, our risk management systems and procedures are designed to identify and analyze our risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

      As a business development company, we invest primarily in illiquid securities including debt and equity securities of private companies and non-investment grade CMBS. Our investments are generally subject to restrictions on resale and generally have

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no established trading market. Since there is typically no ready market for the investments in our portfolio, our board of directors determines in good faith the fair value of these investments pursuant to a valuation policy and a consistently applied valuation process. We value substantially all of our investments at fair value as determined in good faith by the board of directors in accordance with our valuation policy. There is no single standard for determining fair value in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make.

      We determine fair value to be the amount for which an investment could be exchanged in an orderly disposition over a reasonable period of time between willing parties other than in a forced or liquidation sale. Our valuation policy considers the fact that no ready market exists for substantially all of the securities in which we invest. Our valuation policy is intended to provide a consistent basis for establishing the fair value of the portfolio. We will record unrealized depreciation on investments when we believe that an investment has become impaired, including where collection of a loan or realization of an equity security is doubtful. Conversely, we will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and our equity security has also appreciated in value, where appropriate. The value of investments in public securities are determined using quoted market prices discounted for restrictions on resale. Without a readily ascertainable market value and because of the inherent uncertainty of valuation, the fair value of our investments determined in good faith by the board of directors may differ significantly from the values that would have been used had a ready market existed for the investments, and the differences could be material. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Critical Accounting Policies” and “— Results of Operations — Comparison of Three and Nine Months Ended September 30, 2002 and 2001 — Unrealized Gains and Losses” for further discussion of our valuation policies and methodology.

      In addition, the illiquidity of our investments may adversely affect our ability to dispose of loans and securities at times when it may be otherwise advantageous for us to liquidate such investments. In addition, if we were required to liquidate some or all of the investments in the portfolio, the proceeds of such liquidation would be significantly less than the current value of such investments.

      Because we borrow money to make investments, our net investment income before net realized and unrealized gains or losses, or net investment income, is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of sharply rising interest rates, our cost of funds would increase, which would reduce our net investment income. We use a combination of long-term and short-term borrowings and equity capital to finance our investing activities. We utilize our short-term credit facilities as a means to bridge to long-term financing. Our long-term fixed-rate investments are financed primarily with long-term fixed-rate debt and equity. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. We have analyzed the potential impact of changes in interest rates on interest income net of interest expense. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 1% change in interest rates would have affected the

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net increase in net assets resulting from operations, or net income, by less than 1% over a one year horizon. Although management believes that this measure is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase in assets resulting from operations, or net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate.

Item 4.  Controls and Procedures

      (a) Within the 90-day period prior to the filing date of this quarterly report, the Company’s chief executive officer and chief financial officer conducted an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934). Based upon this evaluation, the Company’s chief executive officer and chief financial officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them of any material information relating to the Company that is required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934.

      (b) There have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

      A series of class action lawsuits had been filed in the United States District Court for the Southern District of New York against us, certain of our directors and officers and our former independent auditors, Arthur Andersen LLP, with respect to alleged violations of the securities laws. These lawsuits alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, specifically they alleged, among other things, that we purportedly misstated the value of certain portfolio investments in our financial statements, which allegedly resulted in the purchase of our common stock by purported class members at artificially inflated prices. Several of the complaints also alleged state law claims for common law fraud. The complaints sought compensatory and other damages, and costs and expenses associated with the litigation. The lawsuits have been consolidated into a single proceeding captioned In re Allied Capital Corp. Securities Litigation, 02 CV 3812. The consolidated complaint does not include Arthur Andersen LLP as a named defendant or assert any state law claims against the named defendants. We believe that the lawsuit is without merit, and we intend to defend the lawsuit vigorously. While we do not expect these matters to materially affect our financial condition or results of operations, there can be no assurance as to whether any such pending litigation will have a material adverse effect on our financial condition or results of operations in any future reporting period.

      We also are party to certain other lawsuits in the normal course of business. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 2.  Changes in Securities and Use of Proceeds

      During the three months ended September 30, 2002, we issued a total of 74,570 shares of common stock under our dividend reinvestment plan pursuant to an exemption from the registration requirements of the Securities Act of 1933. The aggregate offering price for the shares of common stock sold under the dividend reinvestment plan was approximately $1.6 million.

Item 3.  Defaults Upon Senior Securities

      Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

      None.

Item 5.  Other Information

      Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

      (a) List of Exhibits

     
Exhibit
Number Description


3.1
  Restated Articles of Incorporation. (Incorporated by reference to Exhibit a.1 filed with Allied Capital’s Post-Effective Amendment No. 2 to registration statement on Form N-2 (File No. 333-67336) filed on March 22, 2002).

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Exhibit
Number Description


3.2
  Amended and Restated Bylaws. (Incorporated by reference to Exhibit b. filed with Allied Capital’s Post-Effective Amendment No. 2 to registration statement on Form N-2 (File No. 333-67336) filed on March 22, 2002).
4.1
  Specimen Certificate of Allied Capital’s Common Stock, par value $0.0001 per share. (Incorporated by reference to Exhibit d. filed with Allied Capital’s registration statement on Form N-2 (File No. 333-51899) filed on May 6, 1998).
4.2
  Form of debenture between certain subsidiaries of Allied Capital and the U.S. Small Business Administration. (Incorporated by reference to Exhibit 4.2 filed by a predecessor entity to Allied Capital on Form 10-K for the year ended December 31, 1996).
10.1
  Dividend Reinvestment Plan, as amended. (Incorporated by reference to Exhibit e. filed with Allied Capital’s registration statement on Form N-2 (File No. 333-87862) filed on May 8, 2002).
10.2
  Second Amended and Restated Credit Agreement, dated August 3, 2001. (Incorporated by reference to Exhibit f.2.g filed with Allied Capital’s registration statement on Form N-2 (File No. 333-67336) filed on August 10, 2001).
10.3
  Note Agreement, dated as of April 30, 1998. (Incorporated by reference to Exhibit 10.2 filed with Allied Capital’s Form 10-Q for the period ended June 30, 1998).
10.4
  Loan Agreement between a predecessor entity to Allied Capital and Overseas Private Investment Corporation, dated April 10, 1995. (Incorporated by reference to Exhibit f.7 filed by a predecessor entity to Allied Capital to Pre-Effective Amendment No. 2 to the registration statement on Form N-2 (File No. 33-64629) filed on January 24, 1996). Letter, dated December 11, 1997, evidencing assignment of Loan Agreement from the predecessor entity of Allied Capital to Allied Capital. (Incorporated by reference to Exhibit 10.3 of Allied Capital’s Form 10-K for the year ended December 31, 1997).
10.5
  Note Agreement, dated as of May 1, 1999. (Incorporated by reference to Exhibit 10.5 filed with Allied Capital’s Form 10-Q for the period ended June 30, 1999).
10.6
  Amendment and Consent Agreement, dated December 11, 2000, to the Amended and Restated Credit Agreement, dated May 17, 2000. (Incorporated by reference to Exhibit f.6 filed with Allied Capital’s Post-Effective Amendment No. 2 to registration statement on Form N-2 (File No. 333-43534) filed on March 21, 2001).
10.7
  Sale and Servicing Agreement, dated as of January 1, 1998, among Allied Capital CMT, Inc., Allied Capital Commercial Mortgage Trust 1998-1, Allied Capital Corporation, LaSalle National Bank and ABN AMRO Bank N.V. (Incorporated by reference to Exhibit f.7.a filed with Allied Capital’s registration statement on Form N-2 (File No. 333-51899) filed on May 6, 1998).
10.8
  Indenture, dated as of January 1, 1998, between Allied Capital Commercial Mortgage Trust 1998-1 and LaSalle National Bank. (Incorporated by reference to Exhibit f.7.b filed with Allied Capital’s registration statement on Form N-2 (File No. 333-51899) filed on May 6, 1998).
10.9
  Amended and Restated Trust Agreement, dated January 1, 1998, between Allied Capital CMT, Inc., LaSalle National Bank Inc. and Wilmington Trust Company. (Incorporated by reference to Exhibit f.7.c filed with Allied Capital’s registration statement on Form N-2 (File No. 333-51899) filed on May 6, 1998).

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Exhibit
Number Description


10.10
  Guaranty, dated as of January 1, 1998, by Allied Capital. (Incorporated by reference to Exhibit f.7.d filed with Allied Capital’s registration statement on Form N-2 (File No. 333-51899) filed on May 6, 1998).
10.11
  Note Agreement, dated as of November 15, 1999. (Incorporated by reference to Exhibit 10.4a of Allied Capital’s Form 10-K for the year ended December 31, 1999).
10.12
  Note Agreement, dated as of October 15, 2000. (Incorporated by reference to Exhibit 10.4b filed with Allied Capital’s Form 10-Q for the period ended September 30, 2000).
10.13
  Note Agreement, dated as of October 15, 2001. (Incorporated by reference to Exhibit f.10 filed with Allied Capital’s Post-Effective Amendment No. 1 to registration statement on Form N-2 (File No. 333-67336) filed on November 14, 2001).
10.14
  Auction Rate Reset Note Agreement, dated as of August 31, 2000, between Allied Capital and Intrepid Funding Master Trust; Forward Issuance Agreement, dated as of August 31, 2000, between Allied Capital and Banc of America Securities LLC; Remarketing and Contingency Purchase Agreement, dated as of August 31, 2000, between Allied Capital and Banc of America Securities LLC. (Incorporated by reference to Exhibit f.12 filed with Allied Capital’s Pre-Effective Amendment No. 1 to registration statement on Form N-2 (File No. 333-43534) filed on September 12, 2000).
10.15
  Control Investor Guaranty Agreement, dated as of March 28, 2001, between Allied Capital and Fleet National Bank and Business Loan Express, Inc. (Incorporated by reference to Exhibit f.14 filed with Allied Capital’s Post-Effective Amendment No. 3 to registration statement on Form N-2 (File No. 333-43534) filed on May 15, 2001).
10.16
  Amended and Restated Deferred Compensation Plan, dated December 30, 1998. (Incorporated by reference to Exhibit 10.11 of Allied Capital’s Form 10-K for the year ended December 31, 1998).
10.17
  Amendment to Deferred Compensation Plan, dated October 18, 2000. (Incorporated by reference to Exhibit i.2.a filed with Allied Capital’s Post-Effective Amendment No. 1 to registration statement on Form N-2 (File No. 333-43534) filed on January 19, 2001).
10.18
  Amended and Restated Deferred Compensation Plan, dated May 15, 2001. (Incorporated by reference to Exhibit i.2.b filed with Allied Capital’s Post-Effective Amendment No. 1 to registration statement on Form N-2 (File No. 333-67336) filed on November 14, 2001).
10.19
  Amended Stock Option Plan. (Incorporated by reference to Exhibit A of Allied Capital’s definitive proxy statement for Allied Capital’s 2002 Annual Meeting of Stockholders filed on April 3, 2002).
10.20
  Allied Capital Corporation 401(k) Plan, dated September 1, 1999. (Incorporated by reference to Exhibit 4.4 filed with Allied Capital’s registration statement on Form S-8 (File No. 333-88681) filed on October 8, 1999).
10.21
  Amendment to Allied Capital Corporation 401(k) Plan, dated December 31, 2000. (Incorporated by reference to Exhibit i.5.a filed with Allied Capital’s Post-Effective Amendment No. 1 to registration statement on Form N-2 (File No. 333-43534) filed on January 19, 2001).
10.22
  Employment Agreement, dated June 15, 2000, between Allied Capital and William L. Walton. (Incorporated by reference to Exhibit f.9 filed with Allied Capital’s registration statement on Form N-2 (File No. 333-43534) filed on August 11, 2000).

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Exhibit
Number Description


10.23
  Employment Agreement, dated June 15, 2000, between Allied Capital and Joan M. Sweeney. (Incorporated by reference to Exhibit f.10 filed with Allied Capital’s registration statement on Form N-2 (File No. 333-43534) filed on August 11, 2000).
10.24
  Employment Agreement, dated June 15, 2000, between Allied Capital and John M. Scheurer. (Incorporated by reference to Exhibit f.10 filed with Allied Capital’s Post-Effective Amendment No. 2 to registration statement on Form N-2 (File No. 333-43534) filed on March 21, 2001).
10.25
  Form of Custody Agreement with Riggs Bank N.A. (Incorporated by reference to Exhibit j.1 filed with Allied Capital’s registration statement on Form N-2 (File No. 333-51899) filed on May 6, 1998).
10.26
  Form of Custody Agreement with LaSalle National Bank. (Incorporated by reference to Exhibit j.2 filed with Allied Capital’s registration statement on Form N-2 (File No. 333-51899) filed on May 6, 1998).
10.27
  Custodian Agreement with LaSalle National Bank Association dated July 9, 2001. (Incorporated by reference to Exhibit j.3 filed with Allied Capital’s registration statement on Form N-2 (File No. 333-67336) filed on August 10, 2001).
10.28
  Code of Ethics. (Incorporated by reference to Exhibit r. filed with Allied Capital’s Pre-Effective Amendment No. 1 to the registration statement on Form N-2 (File No. 333-43534) on September 12, 2000).
10.29*
  Letter Agreement amending the Auction Rate Reset Note Agreement, dated as of September 30, 2002, between Allied Capital and Intrepid Funding Master Trust; Letter Agreement amending the Forward Issuance Agreement, dated as of September 30, 2002, between Allied Capital and Banc of America Securities LLC; Amendment to the Remarketing and Contingent Purchase Agreement, dated as of September 30, 2002, between Allied Capital and Banc of America Securities LLC.
15*
  Letter regarding Unaudited Interim Financial Information
99.1*
  Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2*
  Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

      (b) Reports on Form 8-K.

          None.

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

     
    ALLIED CAPITAL CORPORATION
                   (Registrant)
    /s/ WILLIAM L. WALTON
---------------------------------------------------
Chairman and Chief Executive Officer
 
Dated: November 14, 2002
  /s/ PENNI F. ROLL
---------------------------------------------------
Chief Financial Officer

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Certification of Chief Executive Officer

      I, William L. Walton, Chief Executive Officer of Allied Capital Corporation, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of Allied Capital Corporation;
 
  2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
  4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a.  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

  b.  evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

  c.  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  a.  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

  b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

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  6.  The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
Date: November 14, 2002
  By: /s/ WILLIAM L. WALTON

William L. Walton
Chief Executive Officer

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Certification of Chief Financial Officer

      I, Penni F. Roll, Chief Financial Officer of Allied Capital Corporation, certify that:

  1.  I have reviewed this quarterly report on Form 10-Q of Allied Capital Corporation;
 
  2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
  3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
  4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

  a.  designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

  b.  evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

  c.  presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

  a.  all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

  b.  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

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  6.  The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

     
Date: November 14, 2002
  By: /s/ PENNI F. ROLL

Penni F. Roll
Chief Financial Officer

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