Press Release

American Capital Announces Q1 2009 Earnings
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Bethesda, MD – May 5, 2009 – American Capital Ltd. (“ACAS” or the “Company”) (Nasdaq: ACAS) announced net operating income (“NOI”) for the quarter ended March 31, 2009 of $64 million, or $0.31 per diluted share. Earnings (loss) less appreciation and depreciation (“Realized (Loss) Earnings”) for the quarter was $(55) million, or $(0.27) per diluted share. For the quarter ended March 31, 2009, there was a net loss of $(547) million, or $(2.65) per diluted share.

Q1 2009 FINANCIAL HIGHLIGHTS

  • $64 million of NOI
  • $(131) million net realized loss on investments
  • $79 million of realizations
  • $12.32 net asset value (“NAV”) per share

2009 DIVIDENDS
American Capital intends to declare by June 15, 2009 and pay by September 30, 2009 $300 million of dividends to eliminate all of its 2008 remaining rollover taxable income in order to meet its RIC requirement and avoid any income tax liability. A recent IRS ruling temporarily permits up to 90% of dividends to be paid in stock. American Capital’s Board of Directors will make a decision on the allocation of the dividend between cash and stock which will be announced at the time of declaration.

NET OPERATING INCOME
NOI decreased 60% to $0.31 per diluted share for the quarter ended March 31, 2009, compared to $0.77 per diluted share for the prior year quarter.

REALIZED (LOSS) EARNINGS
Realized (Loss) Earnings decreased to $(0.27) per diluted share for the quarter ended March 31, 2009, compared to $0.94 per diluted share for the prior year quarter.

NET LOSS
Net loss improved to $(2.65) per diluted share for the quarter ended March 31, 2009, compared to $(4.16) per diluted share for the prior year quarter.

For the quarter ended March 31, 2009, net unrealized depreciation of portfolio investments totaled $(525) million. The primary components of the net unrealized depreciation were as follows:

  • $78 million of reversals of prior depreciation associated with net realized losses on portfolio investments;
  • $(420) million of net depreciation of American Capital’s private finance portfolio of which approximately $270 million was due to performance and credit related depreciation and the balance due to widening investment spreads;
  • $25 million of net appreciation of American Capital’s investment in managed funds;
  • $(46) million of net depreciation from structured products primarily due to performance and credit related depreciation; and
  • $(162) million of depreciation of our portfolio company American Capital, LLC, an alternative asset fund manager, due largely to a reduction of its projected management fees and carried interest for managing European Capital.

FINANCIAL HIGHLIGHTS
As of March 31, 2009, NAV per share was $12.32, down from $15.41 per share as of December 31, 2008. Based on anticipated realizable value (“Realizable Value”) upon settlement or maturity, realizable NAV ("Realizable NAV") per share was $17.07 as of March 31, 2009 down from $20.63 per share as of December 31, 2008.

In the first quarter of 2009, $79 million of proceeds were received from realizations of portfolio investment repayments and exits. There was $40 million in new committed investments in the quarter. The weighted average effective interest rate on the Company’s debt investments as of March 31, 2009, was 9.5%, 120 basis points lower than as of December 31, 2008.

"Although we are still going through a severe recession, the recent growth in investment spreads slowed significantly during the first quarter of 2009, compared to the prior quarter, which is a positive indicator that we are nearing the bottom of this cycle," said Malon Wilkus, Chairman and Chief Executive Officer. “We experienced approximately $150 million of the depreciation due to widening investment spreads and approximately $450 million due to a decline in portfolio performance and credit impairment. While it is too early to call a bottom to the recession and asset depreciation, we are cautiously optimistic based on recent economic data showing that the rate of economic decline has significantly slowed. Additionally, while we are not pleased with the amount of depreciation on our portfolio in the quarter, it is a significant improvement from last quarter. We had hoped that the Financial Accounting Standards Board would make changes that would have positively impacted our valuations when they proposed amendments to SFAS 157 in March. However, despite the efforts of several BDCs the final amendments to SFAS 157 differed markedly from the initial proposal and had no impact on our valuations. We continue to believe that our valuations under GAAP reflect depreciation that does not correspond to what we believe is the Realizable Value of our portfolio. We believe that our Realizable NAV per share is $17.07 as of March 31, 2009.”

FINANCING UPDATE AND COVENANT BREACHES
The Company remains in default on $2.3 billion of unsecured credit arrangements outstanding as of March 31, 2009. The Company was able to reduce its outstanding debt by $51 million during the quarter ended March 31, 2009.

“We have continued to work with our lenders to reach a resolution of our defaults,” said John Erickson, Chief Financial Officer. “Once we reported the defaults in March, we engaged Miller Buckfire & Co. LLC, a leading restructuring advisory firm, to represent us in the negotiations. Our lenders have also engaged financial and legal advisors and we are required to reimburse them for this expense. We are also paying higher interest rates due to the defaults and credit downgrades so, unfortunately, we will see an increase in our expenses until we reach a resolution. In the quarter, we also retired $20 million of debt in one of our securitizations by purchasing one AA rated bond for $3 million, (or 18% of its face value), which resulted in a gain of $17 million. With our current restructuring discussions underway, we are unlikely to purchase more debt in the market until we reach an overall resolution of our defaults.”

Asset value declines have also caused the Company to continue to be below the 200% asset coverage ratio set forth in the Investment Company Act of 1940, which generally restricts the Company from issuing any new debt except to refinance existing debt. This does not restrict the use of cash from operations, allowing the reinvestment of proceeds from realizations of portfolio exits. The Company believes that it has sufficient liquidity to meet its currently scheduled debt amortization and the investment needs within its portfolio.

“At our Annual Meeting on June 11, we are asking our stockholders to approve a charter amendment allowing up to four reverse stock splits over the next year,” noted Sam Flax, Executive Vice President and General Counsel. “Our Board of Directors may determine a reverse stock split is in the Company’s best interests if, among other factors, our continued stock exchange listing is in doubt. If we do complete a reverse split, it will automatically adjust the authority our stockholders granted us in February to sell a limited number of shares below net asset value and, while SEC approval will be required, we hope for an appropriate adjustment to the strike price of our options and the number of shares for which the options would be exercised.”

PORTFOLIO LIQUIDITY AND PERFORMANCE
“We generated $79 million of liquidity from our portfolio in the quarter,” said Steve Burge, President North American Private Finance. “Middle market M&A activity remains at the depressed levels experienced since October 2008. Our portfolio though continues to perform relatively well under the circumstances so we expect that even without an improvement in the market, we will generate reasonable liquidity in 2009. In fact, since quarter end, we sold Piper Aircraft, generating $31 million of gains and a 19% annual return on our $91 million of investments since our initial investment eleven years ago.”

As of March 31, 2009, loans with a fair value of $214 million were on non-accrual. The $214 million fair value of non-accruing loans represented 4.4% of total loans at fair value as of March 31, 2009, compared to the $150 million fair value of non-accrual loans representing 2.9% of total loans at fair value as of December 31, 2008.

“During the quarter we completed the purchase of the remaining outstanding shares of our portfolio company European Capital,” said Tom McHale, Senior Vice President, Finance. “We had expected to value our investment in European Capital at its NAV as a result of this purchase, but European Capital breached some of its debt covenants in the quarter. Although its lenders have agreed to forbear for a period of time, the existing defaults could prevent our realization of NAV. Miller Buckfire & Co. LLC has also been engaged to assist in restructuring the credit of European Capital and Citigroup Global Markets Inc. has been engaged to advise on strategic alternatives. If European Capital successfully restructures its debt, this may result in appreciation of American Capital’s investment in European Capital.”

                   AMERICAN CAPITAL, LTD.                  
                CONSOLIDATED BALANCE SHEETS                
 As of March 31, 2009, December 31, 2008 and March 31, 2008
                       (in millions)                       
              
                                                           
                                                           
                                                              Q1 2009  
                                                             Versus Q4 
                                                                2008    
                                             Q1       Q4    ------------
                                            2009     2008     $      % 
                                            ----     ----    ---    --- 
                                         (unaudited)                    
Assets                                                     
Investments at fair value
 (cost of $10,707, $10,691
 and $10,292, respectively)                $6,849   $7,427   $(578)  -8%
Cash and cash equivalents                      88      209    (121) -58%
Restricted cash and cash equivalents           68       71      (3)  -4%
Interest receivable                            44       44       -    - 
Other                                         162      159       3    2%
                                              ---      ---      --   -- 
          Total assets                     $7,211   $7,910   $(699)  -9%
                                           ======   ======   =====   == 
                                                           
Liabilities and Shareholders' Equity                       
Debt                                       $4,377   $4,428    $(51)  -1%
Derivative and option agreements
 (cost of $0, $(20) and $1,                                             
 respectively)                                102      222    (120) -54%
Accrued dividends payable                       -        -       -    - 
Other                                          78      105     (27) -26%
                                               --      ---     ---  --- 
          Total liabilities                 4,557    4,755    (198)  -4%
                                            -----    -----    ----   -- 
                                                           
Commitments and contingencies                              
                                                           
Shareholders' equity:                                      
     Undesignated preferred stock,
      $0.01 par value, 5.0 shares
      authorized, 0 issued and
      outstanding                               -        -       -    - 
     Common stock, $0.01 par value,
      1,000.0 shares authorized,
      225.8, 214.3 and 210.0 issued and    
      215.4, 204.7 and 203.1 outstanding,               
      respectively                              2        2       -    - 
     Capital in excess of par value         6,591    6,545      46    1%
     Undistributed net realized earnings       21       76     (55) -72%
     Net unrealized depreciation of                                      
      investments                          (3,960)  (3,468)   (492) -14%
                                           ------   ------    ----  --- 
          Total shareholders' equity        2,654    3,155    (501) -16%
                                            -----    -----    ----  --- 
          Total liabilities and
           shareholders' equity            $7,211   $7,910   $(699)  -9%
                                           ======   ======   =====   == 
                                                           
                                                           
                                                    Q1 2009 Versus      
                                                        Q1 2008         
                                             Q1     ----------------     
                                            2008       $        %      
                                            ----      ---      ---      
                                         (unaudited)                     
Assets                                                     
Investments at fair value (cost of
 $10,707, $10,691 and $10,292,                                      
 respectively)                             $9,639  $(2,790)    -29%     
Cash and cash equivalents                      37       51     138%     
Restricted cash and cash equivalents          280     (212)    -76%     
Interest receivable                            55      (11)    -20%     
Other                                         208      (46)    -22%     
                                              ---      ---     ---      
          Total assets                    $10,219  $(3,008)    -29%     
                                          =======  =======     ===      
                                                           
Liabilities and Shareholders'
 Equity                       
Debt                                       $4,079     $298       7%     
Derivative and option                                      
 agreements (cost of $0, $(20)
 and $1, respectively)                        150      (48)    -32%     
Accrued dividends payable                     196     (196)   -100%     
Other                                          75        3       4%     
                                               --       --      --      
          Total liabilities                 4,500       57       1%     
                                            -----       --      --      
                                                           
Commitments and contingencies                              
                                                           
Shareholders' equity:                                      
     Undesignated preferred stock,
      $0.01 par value, 5.0 shares
      authorized, 0 issued and                                    
      outstanding                               -        -       -      
     Common stock, $0.01 par value,
      1,000.0 shares authorized,
      225.8, 214.3 and 210.0 issued and    
      215.4, 204.7 and 203.1 outstanding,             
      respectively                              2        -       -      
     Capital in excess of par value         6,301      290       5%     
     Undistributed net realized earnings      241     (220)    -91%     
     Net unrealized depreciation of                                      
      investments                            (825)  (3,135)   -380%     
                                             ----   ------    ----      
          Total shareholders' equity        5,719   (3,065)    -54%     
                                            -----   ------     ---      
          Total liabilities and
           shareholders' equity           $10,219  $(3,008)    -29%     
                                          =======  =======     ===      






                         AMERICAN CAPITAL, LTD.              
                  CONSOLIDATED STATEMENTS OF OPERATIONS       
           Three and Twelve Months Ended March 31, 2009 and 2008 
                     (in millions, except per share data)       
                                (unaudited)                    
                                                   
                                                             Three Months 
                                             Three Months        Ended
                                                 Ended      March 31, 2009
                                               March 31,      Versus 2008 
                                               ---------      -----------
                                              2009    2008      $     % 
                                              ----    ----     ---   --- 
                                                   
OPERATING INCOME:                                  
Investing operating income(1)                 $181    $255    $(74)  -29%
Asset management and advisory operating
 income(2)                                      14      37     (23)  -62%
                                                --      --     ---   --- 
                                                   
    Total operating income                     195     292     (97)  -33%
                                               ---     ---     ---   --- 
                                                   
OPERATING EXPENSES:                                 
Interest                                        52      63     (11)  -17%
Salaries, benefits and stock-based                                   
 compensation                                   53      56      (3)   -5%
General and administrative                      26      23       3    13%
                                                --      --      --    -- 
    Total operating expenses                   131     142     (11)   -8%
                                               ---     ---     ---    -- 
                                                   
OPERATING INCOME BEFORE INCOME TAXES            64     150     (86)  -57%
                                                --     ---     ---   --- 
                                                   
Provision for income taxes                       -       1      (1) -100%
                                                --      --      --  ---- 
                                                   
NET OPERATING INCOME                            64     151     (87)  -58%
                                                --     ---     ---   --- 
                                                   
Gain on extinguishment of debt, net             12       -      12   100%
                                                --      --      --   --- 
                                                   
Net realized (loss) gain on investments            
    Portfolio company investments              (79)     28    (107)   NM 
    Taxes on net realized gain                   -      (1)      1   100%
    Foreign currency transactions               (2)      5      (7)   NM 
    Derivative and option agreements           (50)      1     (51)   NM 
                                               ---      --     ---    -- 
        Total net realized (loss) gain        (131)     33    (164)   NM 
                                              ----      --    ----    -- 
                                                   
REALIZED (LOSS) EARNINGS                       (55)    184    (239)   NM 
                                               ---     ---    ----    -- 
                                                   
Net unrealized (depreciation) appreciation
 of investments                                       
    Portfolio company investments             (525)   (997)    472    47%
    Foreign currency translation               (69)     73    (142)   NM 
    Derivative and option                                        
     agreements                                102     (73)    175    NM 
                                               ---     ---     ---    -- 
        Total net unrealized depreciation     (492)   (997)    505    51%
                                              ----    ----     ---    -- 
                                                   
NET DECREASE IN NET ASSETS RESULTING                                  
 FROM OPERATIONS ("NET LOSS")                $(547)  $(813)   $266    33%
                                             =====   =====    ====    == 
                                                   
NET OPERATING INCOME PER COMMON SHARE*:            
    Basic                                    $0.31   $0.77  $(0.46)  -60%
    Diluted                                  $0.31   $0.77  $(0.46)  -60%
                                                   
REALIZED (LOSS) EARNINGS PER COMMON SHARE*:        
    Basic                                   $(0.27)  $0.94  $(1.21)   NM 
    Diluted                                 $(0.27)  $0.94  $(1.21)   NM 
                                                   
NET LOSS PER COMMON SHARE*:                        
    Basic                                   $(2.65) $(4.16)  $1.51    36%
    Diluted                                 $(2.65) $(4.16)  $1.51    36%
                                                   
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:                   
    Basic                                    206.6   195.2    11.4     6%
    Diluted                                  206.6   195.2    11.4     6%
                                                   
DIVIDENDS DECLARED PER COMMON SHARE             $-   $1.01  $(1.01) -100%
                                                   
NM = Not meaningful.                               
                                                   
* May not recalculate due to rounding.             
                                                   
(1) The investing operating income consists of interest, dividends,
    prepayment fees and other investment fee income. 

(2) The asset management and advisory operating income consists primarily
    of asset management fees and reimbursements, dividends from portfolio
    company fund managers, transaction structuring fees, equity and loan
    financing fees, portfolio company management and administrative fees
    and other fee income.                                           






                       AMERICAN CAPITAL, LTD.                      
                    OTHER FINANCIAL INFORMATION                    
      Three Months Ended March 31, 2009, December 31, 2008
                         and March 31, 2008 
                (in millions, except per share data)               
                            (Unaudited)                            
                                                          
                                                          Q1 2009 
                                                       Versus Q4 2008
                                      Q1       Q4      -------------- 
                                     2009     2008        $      % 
                                    ------   ------      ---    --- 
                                                                   
  Assets Under Management:                                         
       American Capital Assets at                                  
        Fair Value(1)               $7,211   $7,910    $(699)   -9%
       Externally Managed Assets                                   
        at Fair Value(2)             3,659    5,477   (1,818)  -33%
                                     -----    -----   ------   --- 
         Total                     $10,870  $13,387  $(2,517)  -19%
                                   =======  =======  =======   === 
                                                                   
  Capital Resources Under Management: 
       American Capital Assets at                                 
        Fair Value plus Available                                  
        Capital Resources(1)        $7,234   $8,430  $(1,196)  -14%
       Externally Managed Assets                                  
        at Fair Value plus
        Available Capital
        Resources(2)                 3,884    5,956   (2,072)  -35%
                                     -----    -----   ------   --- 
         Total                     $11,118  $14,386  $(3,268)  -23%
                                   =======  =======  =======   === 
                                                                   
  New Investments:                                                 
       Senior Debt                     $27     $288    $(261)  -91%
       Subordinated Debt                 5       16      (11)  -69%
       Preferred Equity                  8       22      (14)  -64%
       Common Equity                     -       11      (11) -100%
       Structured Products               -        -        -     - 
                                        --       --       --    -- 
         Total                         $40     $337    $(297)  -88%
                                       ===     ====    =====   === 
                                                                   
       Investments in Managed Funds     $-     $250    $(250) -100%
       Financing for Private Equity                                 
        Buyouts                          -       27      (27) -100%
       Direct Investments                -        9       (9) -100%
       American Capital Sponsored                                  
        Buyouts                          -        -        -     - 
       Structured Products               -        -        -     - 
       Add-on Financing for Working                                  
        Capital in Distressed
        Situations                      25       37      (12)  -32%

       Add-on Financing for Growth                                 
        and Working Capital              -       10      (10) -100%
       Add-on Financing for Acquisitions -        2       (2) -100%
       Add-on Financing for                                         
        Recapitalizations               15        2       13   650%
                                        --       --       --   --- 
         Total                         $40     $337    $(297)  -88%
                                       ===     ====    =====   === 
                                                                   
  Realizations:                                                    
       Scheduled Principal                                          
        Amortization                   $10      $11      $(1)   -9%
       Loan Syndications and Sales       8        6        2    33%
       Principal Prepayments            42      112      (70)  -63%
       Payment of Accrued Payment-in-                                 
        kind Interest and Dividends and                               
        Original Issue Discount          4        4        -     - 
       Sale of Equity Investments       15      113      (98)  -87%
                                        --      ---      ---   --- 
         Total                         $79     $246    $(167)  -68%
                                       ===     ====    =====   === 
                                                                   
  Appreciation, Depreciation, Gain 
   and Loss:                                                      
       Gross Realized Gain              $8       $8       $-     - 
       Gross Realized Loss             (87)     (40)     (47) -118%
                                       ---      ---      ---  ---- 
         Portfolio Net Realized                              
          (Loss) Gain                  (79)     (32)     (47) -147%
       Taxes on Realized Net Gain        -       (1)       1   100%
       Foreign Currency                 (2)       1       (3)   NM 
       Option Agreement                (44)       -      (44) -100%
       Derivative Agreements            (6)     (15)       9    60%
                                        --      ---       --    --  
         Net Realized (Loss) Gain     (131)     (47)     (84) -179%
                                      ----      ---      ---  ---- 
                                                                   
       Gross Unrealized Appreciation                                 
        of Private Finance Portfolio                         
        Investments                     33       15       18   120%
       Gross Unrealized Depreciation                                 
        of Private Finance Portfolio                         
        Investments                   (401)    (728)     327    45%
       Impact of Adopting SFAS No. 157 (52)    (248)     196    79%
                                       ---     ----      ---    -- 
       Net Unrealized Depreciation                                 
        of Private Finance Portfolio                        
        Investments                   (420)    (961)     541    56%
       Net Unrealized Appreciation                                 
        (Depreciation) of Managed                                   
        Funds                           25     (280)     305    NM 
       Net Unrealized Depreciation                                 
        of American Capital, LLC      (162)    (141)     (21)  -15%
       Net Unrealized Depreciation                                 
        of Structured Products         (46)    (206)     160    78%
       Reversal of Prior Period                                   
        Net Unrealized Depreciation                         
        (Appreciation) Upon                                    
        Realization                     78       40       38    95%
                                        --       --       --    -- 
       Net Unrealized Depreciation                                 
        of Portfolio Investments      (525)  (1,548)   1,023    66%
       Foreign Currency Translation    (69)     (24)     (45) -188%
       Derivative Agreements            53     (109)     162    NM 
       Reversal of Prior Period                                   
        Net Unrealized Depreciation                         
        (Appreciation) on Option                                 
        Agreements                      49        -       49   100%
                                        --       --       --   ---
         Net Unrealized Depreciation
          of Investments              (492)  (1,681)   1,189    71%
                                      ----   ------    -----    -- 
         Net Gains, Losses,                                       
          Appreciation and                                         
          Depreciation               $(623) $(1,728)  $1,105   -64%
                                     =====  =======   ======   === 
                                                                   
  Other Financial Data: 
       Net Asset Value per Share    $12.32   $15.41   $(3.09)  -20%
       Net Asset Value per Share                                   
        Based on Realizable Value   
        (3)                         $17.07   $20.63   $(3.56)  -17%
       Financial Liabilities at                                     
        Cost                        $4,377   $4,428     $(51)   -1%
       Financial Liabilities at
        Fair Value                  $3,212   $3,172      $40     1%
       Market Capitalization          $403     $663    $(260)  -39%
       Total Enterprise Value       $4,692   $4,882    $(190)   -4%
     Credit Quality:                                            
       Weighted Average Effective                                 
        Interest Rate on Debt                                      
        Investments                                                   
        at Period End                  9.5%    10.7%    -1.2%  -11%
       Loans on Non-Accrual at                                      
        Face                        $1,103     $871     $232    27%
       Loans on Non-Accrual at Fair                                  
        Value                         $214     $150      $64    43%
       Past Due Loans at Face          $41      $50      $(9)  -18%
       Past Due and Non-Accrual                                   
        Loans at Face as a
        Percentage of Total Loans     18.1%    14.5%               
       Non-Accrual Loans at Fair                                   
        Value as a Percentage of
        Total Loans                    4.4%     2.9%               
       Number of Portfolio Companies                                 
        on Non-Accrual and Past Due     38       35                
       Debt to Equity Conversions at                                 
        Cost                           $35       $-      $35   100%
     Return on Equity:                                      
       LTM Net Operating Income                                    
        Return on Average Equity
        at Cost                        6.1%     7.5%               
       LTM Realized Earnings Return                                 
        on Average Equity at Cost      4.3%     8.0%               
       LTM Loss on Average Equity    -64.2%   -60.0%               
       Current Quarter Net Operating                                 
        Income Return on Average
        Equity at Cost Annualized      3.9%     2.6%               
       Current Quarter Realized                                   
        (Loss) Earnings Return on
        Average Equity at Cost                     
        Annualized                    -3.4%    -0.2%               
       Current Quarter Loss on                                     
        Average Equity Annualized    -75.4%  -164.0%               

                                                         
                                                         2009 Versus 2008
                                                    Q1   ---------------- 
                                                   2008       $       % 
                                                  ------     ---     ---
                                                                     
  Assets Under Management: 
       American Capital Assets at Fair Value(1)  $10,219  $(3,008)  -29%
       Externally Managed Assets at Fair                              
        Value(2)                                   4,874   (1,215)  -25%
                                                   -----   ------   --- 
         Total                                   $15,093  $(4,223)  -28%
                                                 =======  =======   === 
                                                                     
  Capital Resources Under Management: 
       American Capital Assets at Fair Value                         
        plus Available Capital Resources(1)      $12,412  $(5,178)  -42%
       Externally Managed Assets at Fair Value                        
        plus Available Capital Resources(2)        6,268   (2,384)  -38%
                                                   -----   ------   --- 
         Total                                   $18,680  $(7,562)  -40%
                                                 =======  =======   === 
                                                                     
  New Investments:                                                   
       Senior Debt                                  $510    $(483)  -95%
       Subordinated Debt                             113     (108)  -96%
       Preferred Equity                              115     (107)  -93%
       Common Equity                                 123     (123) -100%
       Structured Products                            48      (48) -100%
                                                      --      ---  ---- 
         Total                                      $909    $(869)  -96%
                                                    ====    =====   === 
                                                                     
       Investments in Managed Funds                 $400    $(400) -100%
       Financing for Private Equity Buyouts            -        -     - 
       Direct Investments                            113     (113) -100%
       American Capital Sponsored Buyouts            303     (303) -100%
       Structured Products                            48      (48) -100%
       Add-on Financing for Working Capital                            
        in Distressed Situations                      30       (5)  -17%
       Add-on Financing for Growth and Working                           
        Capital                                       13      (13) -100%
       Add-on Financing for Acquisitions               -        -     - 
       Add-on Financing for Recapitalizations          2       13   650%
                                                      --       --   --- 
         Total                                      $909    $(869)  -96%
                                                    ====    =====   === 
                                                                     
  Realizations:                                                      
       Scheduled Principal Amortization              $17      $(7)  -41%
       Loan Syndications and Sales                   274     (266)  -97%
       Principal Prepayments                         240     (198)  -83%
       Payment of Accrued Payment-in-kind                              
        Interest and Dividends and Original Issue   
        Discount                                      20      (16)  -80%
       Sale of Equity Investments                    380     (365)  -96%
                                                     ---     ----   --- 
         Total                                      $931    $(852)  -92%
                                                    ====    =====   === 
                                                                       
  Appreciation, Depreciation, Gain and Loss: 
       Gross Realized Gain                           $51     $(43)  -84%
       Gross Realized Loss                           (23)     (64) -278%
                                                     ---      ---  ---- 
         Portfolio Net Realized (Loss) Gain           28     (107)   NM 
       Taxes on Realized Net Gain                     (1)       1   100%
       Foreign Currency                                5       (7)   NM 
       Option Agreement                                -      (44) -100%
       Derivative Agreements                           1       (7)   NM 
                                                      --       --    --
         Net Realized (Loss) Gain                     33     (164)   NM 
                                                      --     ----    -- 
                                                                       
       Gross Unrealized Appreciation of                              
        Private Finance Portfolio Investments        129      (96)  -74%
       Gross Unrealized Depreciation of                                
        Private Finance Portfolio Investments       (276)    (125)  -45%
       Impact of Adopting SFAS No. 157              (180)     128    71%
                                                    ----      ---    -- 
       Net Unrealized Depreciation of Private                          
        Finance Portfolio Investments               (327)     (93)  -28%
       Net Unrealized Appreciation                                     
        (Depreciation) of Managed Funds             (123)     148    NM 
       Net Unrealized Depreciation of                                  
        American Capital, LLC                       (140)     (22)  -16%
       Net Unrealized Depreciation of                                 
        Structured Products                         (361)     315    87%
       Reversal of Prior Period Net                                    
        Unrealized Depreciation  
        (Appreciation) Upon Realization              (46)     124    NM 
                                                     ---      ---    -- 
       Net Unrealized Depreciation of                                  
        Portfolio Investments                       (997)     472    47%
       Foreign Currency Translation                   73     (142)   NM 
       Derivative Agreements                         (73)     126    NM 
       Reversal of Prior Period Net Unrealized                          
        Depreciation (Appreciation) on Option            
        Agreements                                     -       49   100%
                                                      --       --   ---
         Net Unrealized Depreciation of    
          Investments                               (997)     505    51%
                                                    ----      ---    -- 
         Net Gains, Losses,                                            
          Appreciation and Depreciation            $(964)    $341    35%
                                                   =====     ====    == 
                                                                       
  Other Financial Data:                                                
       Net Asset Value per Share                  $28.16  $(15.84)  -56%
       Net Asset Value per Share Based                               
        on Realizable Value(3)                    $31.39  $(14.32)  -46%
       Financial Liabilities at Cost              $4,079     $298     7%
       Financial Liabilities at Fair Value        $3,875    $(663)  -17%
       Market Capitalization                      $6,937  $(6,534)  -94%
       Total Enterprise Value                    $10,978  $(6,286)  -57%
     Credit Quality:                                                    
       Weighted Average Effective Interest Rate                          
        on Debt Investments at Period End           11.2%    -1.7%  -15%
       Loans on Non-Accrual at Face                 $375     $728   194%
       Loans on Non-Accrual at Fair Value            $80     $134   168%
       Past Due Loans at Face                       $106     $(65)  -61%
       Past Due and Non-Accrual Loans at Face                         
        as a Percentage of Total Loans               8.2%               
       Non-Accrual Loans at Fair Value as a                            
        Percentage of Total Loans                    1.5%               
       Number of Portfolio Companies on                                
        Non-Accrual and Past Due                      24                
       Debt to Equity Conversions at Cost            $40      $(5)  -13%
     Return on Equity:    
       LTM Net Operating Income Return on                              
        Average Equity at Cost                      10.9%               
       LTM Realized Earnings Return on                                 
        Average Equity at Cost                      15.0%               
       LTM Loss on Average Equity                   -4.1%               
       Current Quarter Net Operating Income                          
        Return on Average Equity at Cost
        Annualized                                   9.4%         
       Current Quarter Realized (Loss)
        Earnings Return on Average Equity at
        Cost Annualized                             11.5%               
       Current Quarter Loss on Average Equity                         
        Annualized                                 -53.5%               
                                                                     
 NM = Not meaningful 

(1)  Includes American Capital's investment in its externally managed
     funds.  
(2)  Includes European Capital (for Q1 2008 and Q4 2008), American Capital
     Equity I, American Capital Equity II, ACAS CLO-1 and ACAS CRE CDO
     2007-1.  
(3)  Realizable Value is a non-GAAP financial measure which does not
     represent current fair value or net present value.  Realizable Value
     is the future value that we anticipate realizing on the settlement or
     maturity of our investments.  
     Refer to the table on the following page for additional information
     and discussion regarding the use of non-GAAP financial information. 






                        AMERICAN CAPITAL, LTD.                        
                      OTHER FINANCIAL INFORMATION                     
                         As of March 31, 2009                         
                             (in millions)   

The following table summarizes the current GAAP cost basis and fair value
of our investments as of March 31, 2009 compared to the realizable value,
which is the amount that we currently anticipate realizing on settlement
or maturity of these investments, or realizable value: 
                                                                      
                                                           Difference  
                                                            Between    
                          GAAP    GAAP     Realizable      Realizable    
                          Cost    Fair        Value         Value and   
 Asset Class              Basis   Value     (Unaudited)  GAAP Fair Value 
-------------            ------- -------   ------------  --------------- 
 Private finance          $8,326  $6,168         $6,663          $495 
 Managed funds             1,355     517            517             - 
 Structured products         958     143            776           633 
 American Capital, LLC        68      11             11             - 
 Derivatives, net              -     (92)          (198)         (106)
                              --     ---           ----          ---- 
      Total              $10,707  $6,747         $7,769        $1,022 
                         =======  ======         ======        ====== 
              

USE OF NON-GAAP FINANCIAL INFORMATION
In addition to the results presented in accordance with generally accepted accounting principles (“GAAP”), this press release includes Realizable Value, a non-GAAP financial measure which management uses in its internal analysis of results, and believes may be informative to investors gauging the quality of the Company’s assets and financial performance from a long-term perspective, identifying trends in its results and providing meaningful period-to-period comparisons. Realizable Value is defined as the future value that American Capital currently anticipates realizing on the settlement or maturity of its investments as of the reporting date. It does not represent current fair value or net present value and is based on assumptions of future cash flows as of the reporting date. Accordingly, changes to expectations of future cash flows as a result of events subsequent to the reporting date are not adjusted in the realizable value as of the reporting date. American Capital believes that this non-GAAP financial measure provides information useful to investors because the Company generally intends to hold its assets to settlement or maturity, and there may be material differences between the GAAP fair values of its investments and the amounts the Company expects to realize on settlement or maturity as of the reporting date. This is primarily because the current lack of liquidity in the financial markets has caused investment spreads between the cost of funds and investment income to widen significantly on investments, resulting in current fair values under Statement of Financial Accounting Standards No. 157, Fair Value Measurements, that are materially lower than what the Company currently anticipates realizing on settlement or maturity. American Capital believes that providing investors with Realizable Value in addition to the related GAAP fair value gives investors greater transparency to the information used by management in its financial operational decision-making. Although American Capital believes that this non-GAAP financial measure enhances investors’ understanding of its business and performance, Realizable Value should not be considered as an alternative to GAAP basis financial measures. A reconciliation of non-GAAP Realizable Value to GAAP fair value is set forth above.

Portfolio Statistics(1)
 ($ in millions,         Pre-                                        
 unaudited)              2000   2000       2001        2002        2003 
-----------------------  ----   ----       ----        ----        ---- 
  IRR - Realizable                                                   
   Value - All                                                          
   Investments(2)         7.7%  8.0%       18.3%        7.8%       21.3%
  IRR - GAAP Fair                                                       
   Value - All                                                          
   Investments(3)         7.7%  8.0%       18.3%        7.7%       21.3%
  IRR - GAAP Fair
   Value - Equity   
   Investments                                                          
   Only(3)(4)(5)          1.6% 12.1%       46.9%       11.1%       29.6%
  IRR – Exited                                                          
   Investments(6)         7.7%  8.0%       20.8%       10.5%       23.5%
  Original Investments 
   and Commitments       $780  $285        $376        $961      $1,432 
  Total Exits and      
   Prepayments of
   Original Investments  $690  $285        $336        $706      $1,083 
  Total Interest,      
   Dividends and Fees  
   Collected             $302  $105        $148        $314        $374 
  Total Net Realized   
   (Loss) Gain on      
   Investments          $(118) $(39)         $9        $(51)       $142 
  Current Cost of      
   Investments            $82    $-         $37        $233        $317 
  Current Fair Value of 
   Investments            $43    $-          $6        $132        $381 
  Current Fair                                                          
   Value of Investments 
   as a % of Total      
   Investments at
   Fair Value             0.6%    -         0.1%        1.9%        5.6%
  Net Unrealized                                                        
   Appreciation/                                                        
   (Depreciation)        $(39)   $-        $(31)      $(101)        $64 
  Non-Accruing Loans
   at Face                $20    $-         $50         $57          $- 
  Non-Accruing Loans
   at Fair Value           $6    $-          $2         $11          $- 
  Equity Interest at                                                  
   Fair Value(4)          $31    $-          $-          $-        $159 
  Debt to EBITDA
   (7)(8)(9)              6.3    $-          NM         5.7         4.3 
  Interest Coverage(7)(9) 3.3     -          NM         1.4         2.0 
  Debt Service                                                         
   Coverage(7)(9)         2.6     -          NM         0.9         1.9 
  Average Age of                                                        
   Companies(9)        63 yrs     -      26 yrs      47 yrs      40 yrs 
  Diluted Ownership                                                   
   Percentage(4)           54%    -          83%         37%         52%
  Average Sales(9)(10)   $146    $-         $12         $61        $198 
  Average EBITDA(9)(11)   $11    $-          $-         $11         $39 
  Average EBITDA Margin   7.5%    -           -        18.0%       19.7%
  Total Sales(9)(10)     $374    $-        $248        $233      $1,392 
  Total EBITDA(9)(11)     $29    $-          $5         $26        $195 
  % of Senior Loans(9)(12) 42%    -           5%         70%         61%
  % of Loans with                                                   
   Lien(9)(12)            100%    -         100%        100%        100%


Portfolio Statistics(1)                                             
 ($ in millions,                                                        
 unaudited)                    2004        2005        2006        2007 
------------------------       ----        ----        ----        ---- 
  IRR - Realizable Value                                                
   - All Investments(2)        13.7%        2.9%        8.6%       -1.9%
  IRR - GAAP Fair Value                                                
   - All Investments(3)        13.1%        2.1%        6.3%      -14.4%
  IRR - GAAP Fair Value                                                 
   - Equity Investments                                                 
   Only(3)(4)(5)               27.1%      -15.1%       13.8%      -11.7%
  IRR – Exited                                                          
   Investments(6)              21.6%       25.2%       15.4%       11.4%
  Original Investments                                                  
   and Commitments           $2,266      $4,527      $5,157      $7,315 
  Total Exits and                                                       
   Prepayments of                                                       
   Original Investments      $1,655      $2,005      $2,813      $1,888 
  Total Interest,                                                       
   Dividends and Fees                                                   
   Collected                   $570        $881        $782        $669 
  Total Net Realized                                                    
   (Loss) Gain on                                                       
   Investments                 $166        $322         $66        $(36)
  Current Cost of                                                       
   Investments                 $606      $2,237      $2,027      $4,264 
  Current Fair Value of                                                 
   Investments                 $350      $1,159      $1,499      $2,612 
  Current Fair Value of 
   Investments as a % of
   Total Investments at                                             
   Fair Value                   5.1%       17.0%       21.9%       38.2%
  Net Unrealized Appreciation/                                      
   (Depreciation)             $(256)    $(1,078)      $(528)    $(1,652)
  Non-Accruing Loans at Face    $72         $90        $404        $380 
  Non-Accruing Loans at                                                 
   Fair Value                   $13         $37         $67         $75 
  Equity Interest at                                                    
   Fair Value(4)                $57        $264        $501        $682 
  Debt to EBITDA(7)(8)(9)       7.6         4.8         5.3         6.3 
  Interest Coverage(7)(9)       1.6         2.3         2.3         1.9 
  Debt Service Coverage(7)(9)   1.3         1.6         1.8         1.7 
  Average Age of
   Companies(9)              42 yrs      31 yrs      26 yrs      30 yrs   
  Diluted Ownership                                                     
   Percentage(4)                 45%         54%         35%         47%
  Average Sales(9)(10)         $109        $114        $137        $199 
  Average EBITDA(9)(11)         $23         $22         $33         $39 
  Average EBITDA Margin        21.1%       19.3%       24.1%       19.6%
  Total Sales(9)(10)         $1,341      $2,619      $5,980     $10,889 
  Total EBITDA(9)(11)          $232        $363        $979      $1,669 
  % of Senior Loans(9)(12)       53%         64%         42%         61%
  % of Loans with Lien(9)(12)    92%         92%         94%         94%

                                            
Portfolio Statistics (1)                           Pre-2000         
($ in millions,                                      - 2009    2004 - 2009
 unaudited)                            2008  2009  Aggregate    Aggregate 
------------------------               ----  ----  ---------    --------- 
  IRR - Realizable Value - All                                           
   Investments(2)                      -2.6%    -        7.3%        4.7%
  IRR - GAAP Fair Value - All                                            
   Investments(3)                     -18.4%    -        4.0%       -0.2%
  IRR - GAAP Fair Value - Equity                                         
   Investments Only(3)(4)(5)          -41.5%    -        1.8%       -3.1%
  IRR – Exited Investments(6)          75.0%    -       16.1%       20.6%
  Original Investments and                                               
   Commitments                       $1,014    $-    $24,113     $20,279 
  Total Exits and Prepayments of                                         
   Original Investments                 $15    $-    $11,476      $8,376 
  Total Interest, Dividends and                                          
   Fees Collected                      $105    $-     $4,250      $3,007 
  Total Net Realized (Loss) Gain                                         
   on Investments                        $6    $-       $467        $524 
  Current Cost of Investments          $904    $-    $10,707     $10,038 
  Current Fair Value of Investments    $657    $-     $6,839      $6,277 
  Current Fair Value of Investments
   as a % of Total Investments at                                     
   Fair Value                           9.6%    -      100.0%       91.8%
  Net Unrealized Appreciation/                                           
   (Depreciation)                     $(247)   $-    $(3,868)    $(3,761)
  Non-Accruing Loans at Face            $30    $-     $1,103        $976 
  Non-Accruing Loans at Fair Value       $3    $-       $214        $195 
  Equity Interest at Fair Value(4)     $136    $-     $1,830      $1,640 
  Debt to EBITDA(7)(8)(9)               6.2     -        5.8         5.9 
  Interest Coverage(7)(9)               1.8     -        2.0         2.0 
  Debt Service Coverage(7)(9)           1.5     -        1.7         1.7 
  Average Age of Companies(9)        26 yrs     -     31 yrs      30 yrs 
  Diluted Ownership Percentage(4)        30%    -         44%         43%
  Average Sales(9)(10)                 $128    $-       $159        $159 
  Average EBITDA(9)(11)                 $33    $-        $33         $34 
  Average EBITDA Margin                25.8%    -       20.8%       21.4%
  Total Sales(9)(10)                 $1,244    $-    $24,320     $22,073 
  Total EBITDA(9)(11)                  $277    $-     $3,775      $3,520 
  % of Senior Loans(9)(12)               26%    -         54%         53%
  % of Loans with Lien(9)(12)            55%    -         90%         89%

(1)  Static pool classification is based on the year the initial 
     investment was made. Subsequent add-on investments are included in 
     the static pool year of the original investment. Investments in 
     government securities and interest rate derivative agreements are 
     excluded. 
(2)  Assumes investments are exited at realizable based on anticipated 
     proceeds to be received upon settlement or maturity. 
(3)  Assumes investments are exited at current GAAP fair value. 
(4)  Excludes investments in structured products. 
(5)  Excludes equity investments that are the result of conversions of 
     debt and warrants received with the issuance of debt. 
(6)  Includes exited securities of existing portfolio companies.
(7)  These amounts do not include investments in which we own only 
     equity. 
(8)  For portfolio companies with a nominal EBITDA amount, the 
     portfolio company’s maximum debt leverage is limited to 15 times 
     EBITDA. 
(9)  Excludes investments in structured products, managed funds and 
     American Capital, LLC. 
(10) Sales of the most recent twelve months, or when appropriate, the 
     forecasted twelve months. 
(11) EBITDA of the most recent twelve months, or when appropriate, the 
     forecasted twelve months. 
(12) As a percentage of our total debt investments. 

SHAREHOLDER CALL
American Capital invites shareholders, prospective shareholders and analysts to attend the shareholder call May 6, 2009 at 11:00 am ET. The shareholder call can be accessed through a free live webcast at www.AmericanCapital.com or by dialing (866) 269-9612 (U.S. domestic) or +1 (612) 288-0329 (international). Please advise the operator you are dialing in for the American Capital shareholder call.

An archived audio of the shareholder call combined with the slide presentation will be made available on our website after the call on May 6, 2009. In addition, there will be a phone recording available from 3:00 pm ET May 6, 2009 until 11:59 pm ET May 20, 2009. If you are interested in hearing the recording of the presentation, please dial (800) 475-6701 (U.S. domestic) or +1 (320) 365-3844 (international). The access code for both domestic and international callers is 996586.

ABOUT AMERICAN CAPITAL

American Capital is a publicly traded private equity firm and global asset manager. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate and structured products. Founded in 1986, American Capital has $11 billion in capital resources under management and ten offices in the U.S., Europe and Asia. For further information, please refer to www.AmericanCapital.com.

ADDITIONAL INFORMATION
Persons considering an investment in American Capital should consider the investment objectives, risks and charges and expenses of the Company carefully before investing. Such information and other information about the Company is available in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and in the prospectuses the Company issues from time to time in connection with its offering of securities. Such materials are filed with the Securities and Exchange Commission (“SEC”) and copies are available on the SEC’s website, www.sec.gov. Prospective investors should read such materials carefully before investing. Performance data quoted above represents past performance of American Capital. Past performance does not guarantee future results and the investment return and principal value of an investment in American Capital will likely fluctuate. Consequently, an investor’s shares, when sold, may be worth more or less than their original cost. Additionally, American Capital’s current performance may be lower or higher than the performance data quoted above.

This press release contains forward-looking statements. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation, the uncertainties associated with the timing of transaction closings, changes in interest rates, availability of transactions, changes in regional, national or international economic conditions or changes in the conditions of the industries in which American Capital has made investments. Certain factors that could cause actual results to differ materially from those contained in the forward-looking statements are included in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and the Company’s subsequent periodic filings. Copies are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and are subject to change without notice. We disclaim any obligation to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.

Contact:
Gordon O'Brien, President, Specialty Finance and Operations (301) 951-6122
Steve Price, Managing Director, Operations Team (301) 951-6122
Jennifer Burke, Corporate Communications (301) 968-9400

SOURCE: American Capital Ltd.

www.americancapital.com