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American Capital, Ltd. (NASDAQ:ACAS)

Q4 2012 Earnings Conference Call

February 11, 2013, 11:00 AM ET

Executives

Malon Wilkus - Chairman and CEO

John R. Erickson - President, Structured Finance and CFO

Ira J. Wagner - President, European Private Finance

Rich Konzmann - SVP, Accounting and Reporting

Pete Deoudes - IR

Analysts

Richard Shane - JPMorgan

Jasper Burch - Macquarie

Kyle Joseph - Stephens

Troy Ward - Stifel Nicolaus

Vernon Plack - BB&T Capital Markets

Jonathan Bock - Wells Fargo Securities

Operator

Good morning. Welcome to the American Capital Fourth Quarter 2012 Shareholder Call. All participants will be in listen-only mode. (Operator Instructions). After today's presentation, there will be an opportunity to ask questions. (Operator Instructions). Please note this event is being recorded.

I would now like to turn the conference over to Pete Deoudes in Investor Relations. Please go ahead.

Pete Deoudes

Thank you, Laura. Thank you, everyone, for joining American Capital's Fourth Quarter 2012 Earnings Call. Before we begin the call, I'd like to review the Safe Harbor statement.

This conference call and corresponding slide presentation contains statements that, to the extent they are not recitations of historical fact, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All such forward-looking statements are intended to be subject to the Safe Harbor protection provided by the Reform Act. Actual outcomes and results could differ materially from those forecast due to the impact of many factors beyond the control of American Capital. All forward-looking statements included in this presentation are made only as of the date of this presentation and are subject to change without notice.

Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in our periodic reports filed with the Securities and Exchange Commission. Copies are available on the SEC's website at www.sec.gov. We disclaim any obligation to update our forward-looking statements unless required by law.

An archive of this presentation will be available on our website, and the telephone recording can be accessed through February 26 by dialing (877) 344-7529. The replay passcode is 10024416.

To view the Q4 slide presentation that corresponds with this call, please turn to our website at www.americancapital.com and click on the Q4 2012 Earnings Presentation link in the upper right-hand corner of the homepage. Please select the webcast option for both slides and audio, or click on the link in the Conference Call section to view the streaming slide presentation during the call.

Participating on today's call are Malon Wilkus, Chairman and Chief Executive Officer; John Erickson, President, Structured Finance and Chief Financial Officer; Gordon O'Brien, President, Specialty Finance and Operations; Sam Flax, Executive Vice President and General Counsel; Rich Konzmann, Senior Vice President, Accounting and Reporting; and Tom McHale, Senior Vice President, Finance.

With that, I'll turn the call over to Malon.

Malon Wilkus

Thanks, Pete. Thanks everyone for taking the time to join us today. The fourth quarter of 2012 capped an excellent year for American Capital. A high level review of the year shows that net operating income totaled $397 million, American Capital Asset Management appreciated $329 million, previously depreciated assets recovered approximately $325 million of net value, and the net value of our remaining portfolio of private finance companies grew by approximately $75 million. This adds up to $1.1 billion in net earnings or $3.44 per diluted share, a 22% return on equity. These earnings were 14% higher than our prior best in 2010.

Now for the details, please turn to slide 3. For the year, our net asset value grew $3.97 per share to $17.84 at year-end, increasing 29% for the year. We produced $1.16 net operating income before taxes per diluted share or $383 million, a 7.7% return on equity. As I just mentioned, our net earnings totaled $3.44 per diluted share or $1.1 billion, a 22% return on equity.

We had $1.5 billion in realizations from portfolio exits and we originated $719 million of new investments which we believe will generate attractive returns for our shareholders. Additionally, our highly accretive stock repurchase and dividend program continues to be an important enhancement to shareholder value. We repurchased 35 million shares or $362 million at an average price of $10.39 per share, producing $0.77 in accretion to NAV per share.

Considering the enhancements we made to our balance sheet since 2008, S&P increased our debt rating in Q4 from B to B+. Remember, we refinanced the remaining 600 million of our non-securitized debt and obtained a new $250 million senior secured revolving credit facility in the third quarter of 2012. We also repaid 487 million of securitized debt in 2012 bringing our debt equity ratio to less than 0.1 to 1.

Turning to slide 4, in the fourth quarter of 2012, our net asset value increased to $17.84, $0.45 for the quarter or 10% annualized. We produced $0.36 net operating income before income taxes per diluted share or I should say $115 million and $0.38 or $123 million of net earnings, a 9% annualized return on equity.

We had 634 million of realizations and 527 million of new investment commitments in the quarter and under our stock repurchase and dividend program, we had $0.18 per share of accretion due to our stock repurchases in the fourth quarter.

I'm going to skip slides 5 and 6 and leave it to you to review the details of our new investments for the year and quarter on your own. So please turn to slide 7 where we will review two of our investments that comprise a portion of the $719 million of new investment commitments made in 2012.

In the fourth quarter, we invested $212 million for the One Stop Buyout of Cambridge Major Laboratories, Incorporated, a leading global provider of complex chemistry-based outsourcing services to the pharmaceutical and biotechnology industries. Founded in 1999, CML is an active pharmaceutical ingredient in development and manufacturing organization serving a broad base of pharmaceutical, biotech and generic drug companies. We're excited about this acquisition and its contribution to expanding American Capital's portfolio of healthcare products and service companies which has aggregate revenues of over $600 million.

Turning to slide 8, we also committed $89 million to the One Stop Buyout of ASAP Industries. Founded in 2001, ASAP is a leading independent manufacturer and refurbisher of high performance flow control products for the global oil and gas industry. This acquisition was completed by our Energy and Infrastructure group led by Paul Hanrahan.

Advancing to slide 9, the value of our investments in our operating companies saw slight unrealized depreciation in fourth quarter of $19 million and $96 million of appreciation in all of 2012. For the quarter, these companies experienced a modest aggregate revenue and adjusted EBITDA increase year-over-year.

Now let's review American Capital Asset Management, ACAM, on slides 10 and 11, our largest portfolio company valued at $828 million which appreciated $329 million in 2012. In 2012, American Capital Agency raised $3.8 billion. American Capital Mortgage raised $600 million. And our second CLO closed raising $362 million. This increased our earning asset under management to 12 billion as of yearend, a 63% increase from the prior year.

American Capital recognized 83 million of dividend income from ACAM in 2012. In addition, we announced the hiring of Paul Hanrahan to lead and expand our Energy and Infrastructure group which targets investments in global energy infrastructure assets. On slide 11, we show additional detail of the growth in earning assets under management. We continue to work to grow our existing funds under management and look forward to increasing the number of funds under management over time.

Turning to slide 12, we committed $87 million in the fourth quarter to six new Sponsor Finance debt investments that's $109 million in all of 2012. Our Sponsor Finance investments experienced 21 million of unrealized appreciation in the fourth quarter, 98 million in all of 2012. These companies had a modest aggregate revenue increase and adjusted EBITDA increase in the past three months year-over-year. Our Sponsor Finance investment teams are actively pursuing unitranche, second lien and mezzanine investments.

In the middle of slide 13, we report that we had a $75 million in our non-accruing loans at fair value due to $177 million from $252 million at the end of the third quarter in 2012. Our non-accruing loans are valued at 68% of cost which is our expected recovery rate. It is worth noting that these assets represent 3% of American Capital's book value.

Moving to slide 14, European Capital increased its NAV at a 20% annualized rate or €34 million for the fourth quarter and a 12% annual increase or €78 million for the year to €705 million. Its portfolio companies had a moderate aggregate revenue increase and a modest adjusted EBITDA increase in the past three months year-over-year. It had €82 million of realizations in 2012 and €153 million of investment commitments in 2012.

Continuing on to slide 15, European Capital's value in our books increased to $809 million at the end of 2012, primarily due to $153 million of net appreciation and a 25% annual increase. Of that increase, $50 million of net appreciation occurred in the fourth quarter, a 27% annualized increase.

Our investment in European Capital was held at 75% of its NAV as of the end of 2012, unchanged from the prior quarter and totaling $231 million discount. In addition, there's $132 million of bond yield discount on performing European Capital's debt assets that is not included in its NAV.

At the bottom of slide 16, you'll see that our $247 million investment at fair value in CLOs, CMBS and CDOs, which collectively are our structured products business line, produced $11 million more interest income in 2012 than in 2012, totaling $67 million, $17 million in the fourth quarter. The drivers to increase cash flow for CLOs included improved fundamentals, including lower defaults and improved credit migration and favorable technical factors.

I'm going to skip slide 17 most of which we've already summarized covering our balance sheet management in 2012. So I will quickly review slide 18, where I'd like to summarize our potential growth opportunities. We have $1.5 billion of equity assets exclusive of ECAS and American Capital Asset Management, which have the potential to grow at equity rates of return.

Additionally, we expect to continue to grow our $828 million investment in American Capital Asset Management and have a potential to experience appreciation in our $700 million equity investment in European Capital. Lastly, we remain committed to our stock repurchase and dividend program, which while optimizing our tax asset.

Slide 19 shows the performance of all of our assets by year of investments. Slide 20 shows the steady and considerable increase of our NAV since 2009. And slide 21 summarizes our outlook for 2013.

And with that, Pete, let's open up the call for questions.

Question-and-Answer Session

Operator

At this time, we will begin the question-and-answer session. (Operator Instructions). Our first question is from Richard Shane of JPMorgan.

Richard Shane - JPMorgan

Good morning, guys. Thanks for taking my question. What are the significant trends on the quarter with reversal on the non-accruals which was a very positive step? The other thing we noticed that there was a step up in interest and dividend income. I'm wondering if they were related to the non-accruals, any sort of one-time true ups that we should understand, just as we're modeling things going forward?

Malon Wilkus

Well, let me ask Rich if he would give the recent detail for the number.

Rich Konzmann

Yeah. We actually have a slide in the presentation. If you go to slide 49, that shows the impact of the non-accrual adjustments for the quarter. So, on the interest income side, there was about $30 million positive benefit during the quarter and on the dividend income side, there is about a $2 million positive impact for the quarter related to non-accruals adjustment from prior period prior to – you recall out of period adjustments.

Richard Shane - JPMorgan

Got it. I'm looking at the slide now. I didn't catch that. That's very helpful. Thank you.

Malon Wilkus

You're welcome, Richard.

Pete Deoudes

Laura, next question please.

Operator

Certainly. Our next question is from Jasper Burch of Macquarie.

Jasper Burch - Macquarie

Good morning, guys. On ACAM, the asset management franchise, in the past, you guys have said that a portion of the valuation of the fair value is based on forward growth expectations. I was wondering if you could break out one; sort of how much of the fair value is contingent on future AUM growth? And then two, how that assumption has changed sequentially?

Malon Wilkus

We can't break that out. We don't have that detail in front of us. And honestly, I don't think we would break that out even if we had it in front of us for you. Every quarter we do -- this is true for all of our portfolio companies. Every quarter we assess the forecast in the cash flows going forward, in doing one component of our valuation which is typically a discounted cash flow analysis and we assess that, we reforecast the next five years typically.

Jasper Burch - Macquarie

Okay. Thank you.

Pete Deoudes

Laura, next question please.

Operator

Yes. The next question is from Kyle Joseph of Stephens.

Kyle Joseph - Stephens

Good morning, guys. Thanks for taking my questions. I was just hoping to get a little more color on the investment activity during the quarter. Can you give us an idea the kind of blended yield on new investments in the quarter, and also kind of where leverage rates are on the new mezzanine investments and the new senior secured?

Malon Wilkus

Generally, I'll say that these were all, of course, done at market and you can -- there's a number of firms that will provide you kind of market rates of return in middle market investments for the various tranches of the investments. But I think overall, I think somewhere in the presentation, we do give or certainly in the K, we'll be giving the overall yields for debt investments.

With respect to the Cambridge Major Laboratories, CML investment, I will say that we did that as a One Stop Buyout. But shortly after the buyout, we refinanced out the senior and syndicated that senior and we kept the mezzanine and equity investments in the company.

Kyle Joseph - Stephens

Okay. And then I noticed that Asset Management and other fee income appeared to increase a lot in the quarter, was that tied to the active quarter of originations?

Malon Wilkus

Yes, in part. We would have earned some fees with respect to the originations we did in the fourth quarter and the fourth quarter was our largest quarter.

Kyle Joseph - Stephens

Okay. And then how does quarter-to-date investment environment compare to the fourth quarter so far?

Malon Wilkus

If you recall, the fourth quarter of last year was driven in part by the concerns about the new tax regime in 2012 -- I should say in 2013, and so we do think some deals were pulled forward into 2012 that would have otherwise happened in 2013. And the first quarter, as a result, I think it's always been historically the smallest quarter for M&A activity. I think that continued to be the case this year and aggravated by the pull forward of some deals into 2012 for tax reasons.

Kyle Joseph - Stephens

Okay, good. Thanks for answering my questions and congrats on a good quarter.

Malon Wilkus

Thank you.

Pete Deoudes

Thanks Kyle.

Operator

Our next question is from Troy Ward of Stifel.

Troy Ward - Stifel Nicolaus

Great. Thanks guys. Just real quick, can you provide a little bit of color back to the last question on the fee income, the $23 million was higher than expectation. Can you give us a little bit of granularity on what was flowing through that number?

John R. Erickson

Sure. As Malon pointed out previously, a significant amount of an increase quarter-over-quarter would be attributable to the origination activity during the quarter. I want to say approximately about $5 million to $8 million of that number probably attributable to new origination activity during the quarter, the high origination activity.

Troy Ward - Stifel Nicolaus

Okay. And then Malon, can you just speak a little bit on what you're seeing in the industry? I mean, obviously, you did a high number of your totaled sponsored finance business you did in all of 2012 was done in the fourth quarter. And you had the two large buyouts, which again that's restarting the buyout that we've seen historically. Was there -- there is a positive change you saw in the environment that made you more comfortable to put that dollars to work or was it more of an organizational change or just more prepared as an organization to put capital to work?

Malon Wilkus

Troy, we have been bidding on companies quite a bit for several years now in terms of our One Stop Buyouts. And we have just not won those bids. The market is very competitive and so for the few companies that do come to -- the few good companies that do come to market there is a lot of competition for them. As it turns out, I think for the CML transaction, we had substantial amount of experience and familiarity with the sector and we've -- I think we brought more to the table than possibly other bidders did and we were successful in winning the bid we think at a fine price and a quite attractive, and we'd hope to get very good returns for our shareholders in that investment. And in a way a similar case for our investment in ASAP.

Unidentified Company Participant

Yeah. I think CML, our deal team tracked that company for well over a year. So, with our experience in that specific space, we are well aware of that company. And then I think looking at ASAP, we -- over the summer and fall had bid on three other at least two other companies, so total of three in the energy space and lost two of the bids. So, it is very competitive and we're maintaining our discipline.

Troy Ward - Stifel Nicolaus

Okay. And then one last one on just as you look forward, from a syndication standpoint, do you -- what is your current activity in syndication as your buyout activity increases? Can you give us some color on your desire or ability to syndicate to third parties?

Malon Wilkus

You're referring to the senior debt in the buyout transaction?

Troy Ward - Stifel Nicolaus

Yes, I am.

Malon Wilkus

It's very robust. I think we just did a press release indicating the amount of syndications that we did in all of 2012. It was our record-breaking year for us in terms of refinancing our portfolio -- the senior debt of our portfolio companies. And so there is plenty of capital available for the senior components of these capital structures.

John R. Erickson

Troy, that release went out on January 14 for reference.

Troy Ward - Stifel Nicolaus

Great. Thanks, guys.

Pete Deoudes

Laura, next question please.

Operator

Yes. The next question is from Vernon Plack of BB&T Capital Markets.

Vernon Plack - BB&T Capital Markets

Thanks. I'm trying to get a feel for what drove the effective interest rate on private debt investments to 11.4 from 11.1?

Malon Wilkus

Probably the biggest impact for that would be the improvement in non-accruals quarter-over-quarter.

John R. Erickson

The recapture, yeah.

Vernon Plack - BB&T Capital Markets

Got it. Okay. And on the -- you talked a little bit about Cambridge, I'm curious in terms of what you have left on that $155 million, what you're keeping? And interested in the blended rate to that as well as what's the rate on convertible preferred?

Malon Wilkus

I believe we're keeping about 50% of that capital structure.

Vernon Plack - BB&T Capital Markets

Okay.

Malon Wilkus

And then what was the question? You had a second component to the question?

Vernon Plack - BB&T Capital Markets

On the preferred, I was curious, Malon, in terms of what the rate on the convertible preferred was?

Malon Wilkus

I don't we…

John R. Erickson

We did not put a PIK rate on it.

Vernon Plack - BB&T Capital Markets

I assume that will be in the Q?

John R. Erickson

Yes, but I think we have zero is -- we may not put a PIK on that. So, I don't think it has an 8% PIK like you've seen on some of our other preferreds, but it will be quite high.

Vernon Plack - BB&T Capital Markets

All right, that helps. Thank you very much.

Malon Wilkus

You're welcome. Thanks, Vernon.

Operator

(Operator Instructions). And our final question will come from Jonathan Bock of Wells Fargo Securities.

Jonathan Bock - Wells Fargo Securities

Good morning, gentlemen. Thank you for taking my questions. One quick one related to European Capital. I noticed this quarter -- in the past, ECAS generally trended with its peer comps, the ICG being a pretty easy one in terms of price to NAV. Yet, this quarter we saw that valuation kind of relationship decouple a bit with ECAS still being held at 0.75 at NAV while ICG at the end of the quarter was 0.88-ish now even higher close to book today. Any reason for that deviation from historical trend?

John R. Erickson

Yes, I don't think our data was showing 0.88. I think it was showing a lower appreciation. So I don't know where your 0.88 is coming from. I think we were selling it closer to 0.83 which was off the data that we're getting. I mean keep in mind, we always do things within a reasonable range. And so there obviously can be variances. The models aren't mechanical to the point where ICG appreciates 0.2 or something that's going to necessarily result in European Capital appreciating 0.2.

There is a lot of factors that go into evaluation, including we do estimate of an inverse to U.S. GAAP conversion because as you're aware of, three ICGs books are done on the IFRS. And that's another factor we put into our model, which I'm sure that you don't have the ability to come up with that same estimate. So there is a number of factors that go into that and I think that at the end of the day, we're in a reasonable range.

Jonathan Bock - Wells Fargo Securities

Got it, very interesting. And then I guess if we're going to talk about kind of the robustness of the structured credit markets, whether it's here or across the Atlantic, perhaps would you be looking to see a bias higher to ECAS valuation in the future based on current comps?

Malon Wilkus

First of all, we don't have biases here on it. We just try to subtract the market and fair value our assets with where the market is at the end of the quarter. But Europe is -- frankly, our companies in Europe have done better than I would have anticipated with all of the troubles that do exist in Europe. We said earlier in the presentation that for the quarter, the revenues and EBITDAs of our European portfolio companies had, I believe, a modest growth. And frankly, I'm very pleased about that. We could have usually -- we would not have been surprised if it'd come in on the negative side. Ira, do you have anything to add to this?

Ira J. Wagner

No, nothing.

Jonathan Bock - Wells Fargo Securities

Okay. That's very helpful. Thank you. So another follow-up just on the stock valuation ACAS, in particular. So we've noticed there is at times a stronger correlation between the stock's price to NAV and the emphasis on your stock or share price buyback program. So the more of the buyback program you use, the improved price to NAV. And so let's say to the extent that's the case, why would fourth quarter choose -- or use of capital choose to favor One Stop Buyout over share repurchases particularly when middle market valuation levels in the fourth quarter of '12 were considered to be a little frothy?

Malon Wilkus

Well, first of all I would say that our stock buyback program has been a highly consistent program totaling a very substantial amount for the year and a half that we have been implemented. We've invested $362 million in our stock buyback program.

John R. Erickson

That's for 2012, about $0.5 billion for the six quarters under the program.

Malon Wilkus

And we are very committed to it. We believe in it and we think that a consistent quarterly general purchase in that program is the best way to operate it. But on the other hand, we are limited in that program to how much we can buyback without putting at risk our deferred tax asset. We can talk with you about that offline if you'd like, but that is a limiter as to how much we can buy over a three-year period in that program. And then finally let me just say that we believe that we need to be doing a variety of things to perform for our shareholders and that would include making new investments. So we're quite committed to that as well.

Both our Sponsor Finance business as well as our operating company business of our One Stop Buyouts. And so we are continuing to pursue that heavily and those are very lumpy in nature. So when they happen they happen and it just happens to fall in a quarter where we are doing our stock buybacks and we're doing that on a consistent basis. And so any quarter where a buyout occurs, it's going to happen in a quarter where we're also doing stock buybacks.

John R. Erickson

Also keep in mind that if you look the last four years, a lot of our capital went to debt repayments and I think that trend is ended. And so when you look at our capital allocation now, it's going to be more in the way of new investments and share repurchases because the deleveraging has stopped. So we generated a lot of capital in the last four years that went to deleveraging. And so I think we've got plenty of capital deployed both in new investments and then to continue doing the share repurchases.

The other thing is I wouldn't necessarily agree with your first assessment. I like your data that would conclude that the discount to NAV has shrunk with the share repurchases. I mean I've been looking at that and trying to assess the correlation and I'm not concluding that the discount is changing based on share repurchases. But I'd be willing to look at your data and see if that's actually correct.

Jonathan Bock - Wells Fargo Securities

Yeah, sure, would love to. And John, I appreciate the color. And then just a last one is that, over time you guys have looked at numerous ways to return shareholder value. Obviously we're in maybe the second act of a long ride upwards. And one of those was the possibility of the diversified growth company among others. And I was just curious given now that the stock does continue to approach NAV, let's say over time, are your options or perhaps maybe the favorability of those options maybe lending towards staying a BDC? Maybe just walk through the calculus on your potential restructuring strategies and how now an improved valuation fits into that?

Malon Wilkus

Let me just say that we -- what we have conveyed through our 10-K is that we are studying ours corporate structure to see if there is a way to provide enhanced value to our shareholders by revising our corporate structure. I think it's worth noting that in all the things that we're looking at, we always continue to be managing a debt-oriented BDC. So, BDC is in our future and no matter what in our view.

But beyond that, we're not looking doing this with an eye toward where our stock price is today. It's really more where we think we can work to get our stock price in the future and how we can best structure ourselves to perform for our shareholders. And so I'm not sure whether where we're trading at, at any given time will have that much impact on whether we pursue a change in our structure.

Jonathan Bock - Wells Fargo Securities

I guess with any of those, it does depend on relative valuation, right? Whenever you're assessing that at the end of the day, you're concluding that one structure or the other is a better valuation. So you're right to some extent that the change in a relative valuation of the [DGC] versus BDC could influence whether you take those steps or not. But that's something that you probably decide a lot later when you're really -- or whenever you can make a decision.

Jonathan Bock - Wells Fargo Securities

Makes total sense, guys.

Malon Wilkus

Thanks, Jon. I wanted to go back to an earlier question that came up about the syndications of senior debt in our portfolio of companies. And in 2012 we syndicated $2.4 billion of debt in our portfolio companies, refinanced $2.4 billion, I should say, and that was a record level for us. The market is very robust and so we have been enhancing the value to our interest in these companies by lowering the cost of capital for the portfolio of companies and that's a very good thing.

Folks, thank you for joining us for the fourth quarter call and 2012 and we appreciate it and look forward to talking with you again next quarter. And with that, I think we'll end the call. Thank you.

Pete Deoudes

Laura?

Operator

Yes. The conference is now concluded. An archive of this presentation will be available on ACAS's website, and a telephone recording of this call can be accessed through February25, by dialing 877-344-7529, using the conference ID 10024416. Thank you for joining today's call. You may now disconnect.

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