Filed by Friedman, Billings, Ramsey Group Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the Securities Act of 1934
Subject Company: FBR Asset Investment Corporation
Commission File No: 001-15049
MEDIA: WEBCAST
MARKET: INTERNET
DATE: 02/07/03
TIME: 11:00 AM
SUBJECT: FBR CONFERENCE CALL
KURT HARRINGTON, CHIEF FINANCIAL OFFICER OF FRIEDMAN, BILLINGS, RAMSEY GROUP:
Thank you. Good morning. This is Kurt Harrington, Chief Financial Officer of
Friedman, Billings Ramsey Group.
Before we begin the call, I'd like to remind everyone that statements concerning
future performance, developments, events, market forecasts, revenues, expenses,
earnings, run rates, and any other guidance on present or future periods
constitute forward-looking statements. These forward-looking statements are
subject to a number of factors, risks, and uncertainties that might cause actual
results to differ materially from stated expectations or current circumstances.
These factors include, but are not limited to, the effect of demand for public
offerings, activity in the secondary securities markets, interest rates, the
high degree of risk associated with technology and other venture capital
investments, available technologies, competition for business and personnel,
and general economic, political, and market conditions. Additional information
concerning factors that could cause actual results to differ materially is
contained in FBR Asset's Annual Report on Form10-K and quarterly reports on Form
10-Q.
I would now like to turn the call over to our chairman and Co-Chief Executive
Officer, Emanuel Friedman. Also joining us this morning are Eric Billings, vice
chairman and Co-CEO, and Bob Smith, our Chief Operating Officer.
EMANUEL FRIEDMAN, CHAIRMAN AND CO-CEO, FRIEDMAN, BILLINGS, RAMSEY:
Thank you, Kurt. We are hosting an investor call this morning to clarify
information following last week's joint call with FBR Asset Investment
Corporation that, in retrospect, was less clear than we would have liked.
Specifically,
PAGE 1
One, we want to convey that we believe the fourth quarter was in many ways one
of the best, qualitatively, in the company's history.
Two, we believe that currently our capital markets business is as diversified
and strong as we have ever seen it, and the environment is very conducive to our
continued growth.
Third, our overall revenues and profitability are more stable and predictable t
han at anytime in the company's history,
Four, earnings from our balance sheet will be increasing into 2003 as we deploy
excess capital into earning assets.
We will discuss our full-year 2003 revenue guidance of $330 million,
representing a 23% increase over full year 2002, and our resulting earnings
expectation in the range of a $1.24 to a $1.39 per share on a fully taxable
basis.
First, I want to emphasize that our fourth-quarter results illustrate the
continued strength and underlying dynamics of our business. In fact, it was
qualitatively one of the best quarters in the history of the firm. This is true
even though our investment banking revenues in the fourth quarter were down from
our very strong third quarter. Of course, revenue volatility quarter to quarter
is inherent in the investment banking business, but even in this circumstance,
our fourth quarter reflects a platform which, as we will explain, will generate
about an 18% percent annualized cash return on equity, even at the fourth
quarter's investment banking levels.
The reasons for this are threefold. One, the impact of significantly increased
balance sheet earnings, two, the continued growth in asset management earnings,
and three, expense containment.
This morning I will discuss the dynamic of our business by distinguishing three
categories of revenues--balance sheet earnings, asset management revenues, and
capital markets.
One, balance sheet earnings. Part of the key to understanding the growth
dynamic of our business is the incremental $21 million in annual revenues from
balance sheet investment that we expect in 2003 that is, the increase over and
above the fourth quarter run rate $18 million. As we said in last week's
release, we have total GAAP equity of $245 million, or approximately $5.28 a
share. It is important to
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understand that only about $50 million of this is used in our operating
business. The balance, almost $200 million and growing with retained earnings,
is deployed in our long-term investments or is currently held in cash or
convertible to cash and available for investment.
We continually review our capital needs and potential returns. For several
months we have begun to redeploy our capital from equity investments, primarily
hedge and private equity, into fixed income, particularly investment-grade,
government agency mortgage backeds. As our December 31 schedule of long-term
investment shows, at year-end we held $75 million in FBR Asset and $75 million
in long-term investments. The balance of $45 million of excess capital at
December 31st, 2002 was available for investment in our mortgage-backed
strategy. As we have said in last week's conference call, we did deploy $35
million into that strategy in January, and we expect to redeploy another $35
million from our hedge funds, cash, or retained earnings for a total of $70
million in the mortgage-backed strategy.
On our $75 million investment in FBR Asset, we expect to generate at least
twenty percent, on $15 million in revenues, As an investor in FBR Asset
ourselves, this return is net of fees and expense. FBR Asset held a conference
call yesterday to discuss the basis for this guidance.
On the $70 million of our own equity capital invested directly in government
agency mortgage backs, the $35 million we invested last week was invested at a
spread of 240 basis points, which equates to a return on equity of approximately
24 percent. This return would generate almost $17 million on the full $70
million that we intend to invest in this strategy.
On the $60 million that would remain in our long-term investment, after
redeployment of some capital in the mortgage-backed strategy, we target a 12
percent gross return for 2003, or more than $7 million.
Total revenues from these items will therefore be $39 million in 2003, compared
with an annualized four-quarter number of $18 million. Why the increase? Because
we built up excess capital during 2002 that we are now investing because we are
deploying capital in the mortgage-backed for more volatile equity strategies,
and because we think the worst of our technology venture capital losses are
behind us. We expect the pre-tax earnings impact of this $39 million of revenues
to be in the region of $35 million.
Two, asset management. Now let me discuss the asset management business. We
expect asset management fees to continue to grow in 2003. Why? First, because
our assets under management
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continue to grow. Our mutual fund assets grew by 18 percent in 2003, and in
addition, FBR Asset has grown, with $37 million of new equity capital in
December of 2002. As the capital base on which we receive bases fees has grown,
so have the fees. On this basis, we would expect fees from FBR Asset under the
current terms at an annualized rate of about $12 million in base fees for the
full year 2003, and incentive fees of between $24 to $27 million. We expect fees
from our other managed vehicles of more than $25 million. Total asset management
fees for 2003 would thus reach approximately $61 million on a full-year basis,
contributing approximately $28 million in pre-tax income. Obviously, we're now
talking about FBR Group on a stand-alone basis. After the merger of FBR Group
and FBR Asset, the fees from FBR Asset will be replaced by increased spread
income and other balance sheet earnings in the merged entity. Our other asset
management business will be unaffected.
I would now like to turn the call over to the co-CEO, Eric Billings.
ERIC BILLINGS, VICE CHAIRMAN AND CO-CEO, FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.:
Thank you, Manny. In the capital markets businesses, we have provided revenue
guidance of $150 million in investment banking and $78 million in brokerage for
a total of capital markets $228 million out of our overall total of $330 million
for 2003. This represents only a 10 percent increase over 2002 capital markets
revenues. We believe these revenues are very achievable considering our standing
as an investment bank and the competitive environment.
Over the last several years, we have broadened and deepened our capital markets
platform into new industries, new products, and new accounts. As a result, we
are a top-ranked underwriter, particularly in the middle markets, approximately
number 8 for issuers of less than a billion dollar market cap sized company,
number three for companies with less than $500 million in market cap size. And
overall, we were the number twelve ranked lead managed underwriter by dollar
volume raised in 2002 for all industries and all market caps. For the one in
five-year period which ended December 31st, 2002, from a performance
perspective, we rank number one in after market performance on all of our lead
managed underwritings.
As the firm has matured, and as we have developed a reputation as a merchant
bank, we have seen more repeat business and secondaries. Of our forty
transactions, lead-managed transactions over the last two years, thirty-two were
follow-on and secondaries, demonstrating very importantly our ability to
maintain customer relationships in contrast to earlier years. The impact of
maintaining these
PAGE 4
relationships is twofold. It provides greater predictability of revenues and
increases our access to profitable M&A and advisory activity.
At the same time, much of our competition, particularly in the middle markets,
has disappeared as many strong mid-tier investment banks have ceased to exist or
have been diminished.
Our investment banking pipeline is strong. This week we priced a $40 million
REIT transaction. We are currently on the road with a $100 million financial
services IPO. We have $160 million IPO from our diversified industries group
that we have already filed. We are also working on some very large transactions
that have not yet been filed, and all of our industry teams are extremely
active. 35 percent of our transactions in 2002 were in non-FIG, non-real estate
related areas.
In institutional brokerage, we have also made great strides. 2002 revenues were
$63 million. This compares with $29 million in 1997. Over a period when
commissioned business in our industry has come under enormous pressures, we had
more than doubled our commissioned revenues over this time frame. 75 percent of
our research names have no investment banking relationships with the firm. We
have set for ourselves a long-term goal of becoming at least the number fifteen
broker on the list of the top institutional accounts in the country. Achieving
this goal, in our judgment, would take our brokerage revenues by itself, to
approximately $200 million.
We are recognized as a leading capital markets player in the financial services
and real estate industry, but it is important to realize, again, that
approximately thirty-five of our five analysts, thirty five of our seventy-five
bankers, and a significant portion of our brokerage revenues are in other
industries--technology, energy, health care, and diversified industries.
Following the merger with FBR Asset, the majority of our earnings of the
combined entity, will be derived from the REIT qualifying assets and will be
distributed to shareholders. Pro forma for the merger, we expect fully taxed
earnings of approximately a $1.52 per share1 and an annual dividend of
approximately a $1.37. Importantly, only $50 million of our current equity
capital is used in our capital markets platforms. We will therefore be able to
pay these dividends and still maintain our growth characteristics through the
compounded growth of retained earnings of the operating businesses in addition
to paying these substantial dividends.
PAGE 5
Our continued growth will be driven by maintaining client relationships, which
drives increased secondaries and follow-on and M&A advisory activity, increasing
market share in our institutional secondary brokerage business, broadening into
new industry focuses, our ability to continue to hire great new people on a
disciplined basis, and the fact that our competition is under great pressure,
and our aggregate resources in the combined businesses will be the largest and
the most significant they have ever been at the same time that the environment
for us vis-a-vis the competitive circumstance is the greatest it has ever been
for us.
We are filing our amended S-4 for the merger this morning. The S-4 is filed
under the name "Forest Merger Corp." The record date for both the FBR Group and
FBR Asset special meeting is now February 13th. We expect favorable Fed actions
on our applications to occur in a timely manner after February 18th, the close
of the comment period on our application.
We would like to open the call now to any questions people may have.
MODERATOR: Excuse me, this is the conference operator. At this time, if you'd
like to ask a question, press star-one on your touch-tone phone. Once again,
that is star-one to ask a question, and you may do so at this time. Joe Stieven,
you may ask your question.
JOE STIEVEN (STIFEL NICOLAUS) CALLER: Good morning, guys. Eric, What was the
number that you said was non-FIG, non-real estate regarding your investment
banking activities?
ERIC BILLINGS: 35 percent of the transactions we did last year were in the
non-FIG, non-real estate industry focuses for the company. Also, we didn't
mention, but our M&A advisory business grew by a 100 percent last year and
specifically grew to just under twenty million. This is obviously the most
important, or most profitable, part of the banking business, very reflective of
those activities. And those trends are continuing into 2003.
PAGE 6
STIEVEN: You guys also mentioned the potential for, you know, expansion. Are you
talking about new verticals you're looking at or just adding, taking some of
your verticals a little bit deeper?
Eric Billings: Joe, particularly we're saying that in an appropriate time frame,
and as a rough estimate it would probably be the beginning of next year, we
would probably look to add another industry focus. It would have the same
characteristics that our others do. The industry will be large and it will be
fragmented. When we will enter the vertical we will enter it entirely, which
would of course mean with great banking, great research, great institutional
brokerage--you know, a very deep, comprehensive focus on the industry. And that
is one of the incremental ways we have broadened and stabilized the revenue and
predictability and growth of the business and will certainly continue to be in
the year.
And, Joe, the second part of your question. Of course, we do constantly add
incremental people, and in this environment better than at any time we've seen,
to fill out and upgrade the character of each of our existing industry focuses,
and that really cannot be underestimated. This is quite an extraordinary time
frame in those areas. We would anticipate probably growing the firm from about
465 employees at end of, year-end of 2002 to about 500 at the end of 2003. So
disciplined growth, but still growth of very, very capable people and
simultaneously, certainly, always looking to upgrade with the best people we can
find out there in the industry.
STIEVEN:
Eric, the quote-unquote 35 people you're talking about adding, what
level are these people at, typically? Are these real senior bankers, senior
research people, or are you counting the staff that comes along with them? Just
trying to get a sense of, are these rainmakers, or sort of what line are they?
ERIC BILLINGS: Yeah, great question, Joe. And very important. When you, when we
go through this planning, as of course we do every year, it is really, really
important to be disciplined about this, particularly in these environments,
because you can find yourself expanding more rapidly than you think and more
productively than you can facilitate. But specifically, Joe, these will be
senior--as you described them, definitely rainmaker-type people, and they will
be more substantially in our investment banking profit center than in other
areas at this time. We would intend to add managing directors in each of our
industry focuses and are looking to add these people currently, as we speak. We
will be adding a little
page 7
bit on the institutional brokerage side. We will be adding a little bit on the
senior research side, but mostly it will be in the investment banking, and they
are very much production-oriented additions.
STIEVEN:
Okay. Thanks, guys.
ERIC BILLINGS:
Thank you, Joe.
MODERATOR:
Richard Herr, your line is open.
RICHARD HERR (KBW), CALLER: Hi. Good morning, guys. Thanks for having the call.
Just a couple quick questions. One is on your pipeline. I see it goes $240
million in lead-managed IPOs. I was wondering if there was anything more coming
down that you guys can kind of give us some color on? And the second question is
regarding the deal. It looks like it's on schedule, but if it gets delayed, who
gets the dividends? And if the price of the FBR stock is below the collar ten
days prior to the meeting, what would happen? Would the deal get renegotiated?
Thank you.
EMANUEL FRIEDMAN: In terms of this dividend, what we could do if there's any
type of delay, we would delay the ex-date of the dividend so that it would still
be done together. We at FBR have said that we will not, we will not renegotiate
the collar period. That's a decision that we've made, and it's important for
everyone to understand that. Of course, the FBR Asset special committee can
waive the collar if they want to, but we will not renegotiate it.
In terms of the pipeline, keep in mind that last year we had virtually no
IPOs--one very small IPO, about $10 million, in the first two months of this
year. It looks like we'll have approximately a $250 million of just IPOs, so
we're pretty excited about the depth of the pipeline. And as Eric suggested
earlier, we do have a number of large transactions that are potentially, that
could be done, which we think will be done, and we have a number of actually
important restructuring potentials that are also out there.
page 8
ERIC BILLINGS: And just to follow up a little bit on that, the important thing
is the diversity of the pipeline, from our perspective. Given the current
circumstance in the capital market in the United States and the business
environment, although it's subdued and therefore would be defined as a
challenging environment, I really would emphasize, there are very good
environments for us. We have a significant amount of activity in companies that
we are very optimistic that we will be, we will raise capital for and/or advise
in, really, each of our industry focuses. And we are very optimistic that we
will be filing a, for instance, one very substantial transaction, could quite
possibly be larger than half a billion dollar IPO coming up here in the very
near future, so the breadth and the depth or the backlog is again, as Manny
described, very, very good and very strong and very diversified.
And as it relates to the merger transaction, just a final comment as well. The
regulatory processes, and obviously there are two different agencies that are
involved, because certainly the Federal Reserve Board involved which we
commented on. The SEC, of course it is all part of the normal process. But at
this time, as you did say, it is going according to plan and going very well. We
do anticipate a closure well before the end of the first quarter, so we do
anticipate, unless something unusual were to occur, this should certainly be
completed well before the end of the first quarter.
STIEVEN:
Okay. Terrific, guys. Thank you very much.
FBR REPRESENTATIVE:
Thank you.
MODERATOR:
Eric Woodworth, your line is open.
ERIK WOODWORTH (COHEN BROTHERS), CALLER: Good morning, and thank you for these
clarifications. In a post-merger world, could you give us a little bit more
information on how you will determine the amount of the fees paid from the REIT
parent to the taxable REIT sub and vice versa--how much the taxable REIT sub
will be able to contribute in capital to the parent, if at all?
page 9
ERIC BILLINGS: Yes, absolutely, Eric. First of all, there will be no fees paid
from the REIT to the taxable subsidiary. So specifically, the simplest way to
think about that, obviously, is that the REIT currently earns the money and then
FB Asset pays it to FBR Group in the form of a contractual fee. Post the merger,
that profitability will simply stay in the REIT, the spread-based side of the
business. So it's actually just simpler from that perspective.
WOODWORTH: Is there no management fee required to--just by the nature of that
relationship, or are you saying there's no management or are you saying that
there's no management fee required at all?
ERIC BILLINGS: There are management fees that would be equal to the expenses
that it, costs to run that business, but as you know, Eric, we run that
business, a simple way to think about that, certainly, is less than fifteen
basis points of the percentage of assets.
WOODWORTH:
Okay. Great, that's clear.
ERIC BILLINGS: Okay. Now, as it relates to the broker dealer capital market
subsidiary, as we retain earnings, we first, of course, very importantly will
pay the same taxes we would have paid as a stand-alone company, so we will pay
those taxes, we will retain those earnings, and then, as we do today, we will
look at those earnings and make a judgment as to what is the highest and best
risk-adjusted return we can receive from that retained capital, and we will
allocate, of course, accordingly. And so clearly, as I think you all know, we
believe that the spread-based agency government-backed mortgage spread business
is the highest risk-adjusted return that we can do, and so we would certainly
expect that we would be reallocating our retained equity capital in that
direction.
One quick point, Erik, and again, to stress, albeit we are indicating earnings
of greater than two hundred million, and we would be paying about a $180 million
of those earnings out in the form of dividends, but I want to stress that in our
current capital markets platform at FBR Group, $250 million of equity, only $50
million is in the broker dealer. We do not need incremental capital to grow our
company any more than we have ever through our history. So that is why we can
pay out a $180 million
page 10
of our $200 of earnings and still maintain the growth rate of FBR Group. In
fact, it will be unaffected by paying out that dividend. So it's very important
that people understand that dynamic.
WOODWORTH:
Great, thank you.
ERIC BILLINGS:
Thank you.
MODERATOR:
Howard Feingold, your line is open.
HOWARD FEINGOLD (RAYMOND JAMES AND ASSOC.), CALLER: Thank you. Gentlemen, I
believe that you said that when the transaction was first proposed, that the tax
savings to FBR as a result of this would be on the order, I think you said, of
around twenty million dollars?
ERIC BILLINGS:
Yes, that's right, Howard.
FEINGOLD:
Could you take us through the derivation of that?
ERIC BILLINGS: Sure. Very simply, when you think about FBR Group today, we
received the management fee, and of course the earnings that we receive from our
direct investment in FB Asset today of approximately $75 million, we earn about
$12 million net from that direct investment. And as we've indicated on the phone
call, the management fees in total, net, are approximately $28 million to FBR
Group.
Now, inside the new merged companies, that $28 million stays inside the REIT, as
does the $12 million of net earnings we received from our investment, direct
investment. In addition, the investments that we make in our mortgage spread
business, as we just indicated, we're reallocating $70 million of our own equity
capital into our mortgage-backed spread strategy, which will be identical to the
FB Asset's, and that will all be retained in the REIT side of the business. In
the aggregate, that is approximately $55
PAGE 11
million of a $100 million of pre-tax earnings that FBR Group would otherwise
achieve on a stand-alone basis. Approximately that $55 million staying in the
REIT, therefore, would save something in the order of $22 million in taxes that
we would otherwise have to pay in the stand-alone FBR Group company.
EMANUEL FRIEDMAN: Keep in mind, those tax savings, again, are only on the
REIT-related business, only on the exact REIT-related management and on the
REIT-related assets. That is the portion the tax saving is on. Again, on the
broker dealer portion, we will continue to pay tax.
FEINGOLD: Okay. And the merged company will be a new entity, as distinct from
the two companies today, is that correct?
FBR REPRESENTATIVE:
Yes.
FEINGOLD:
As distinct from the two companies today.
EMANUEL FRIEDMAN:
Yes, they will be a new co.
FEINGOLD:
Okay. Thank you.
EMANUEL FRIEDMAN:
Thank you, Howard.
MODERATOR:
Once again, if you'd like to ask a question, press star-one on your
touch-tone phone. Kemp Burns, your line is open. [Pause] Your line is open.
PAGE 12
KEMP BYRNES (FREDA & KEMP BYRNES INVESTMENTS), CALLER:
Okay. This is Kemp Burns. First of all, I want to say that you guys are doing
a great job. I have two questions. One is, when you promote investments in
companies like AmeriCredit, can you have a takeover provision if they don't meet
their projections?
ERIC BILLINGS: Not really. Realistically, we can't. That's really not something
that we ever really get involved with. We make--when we make a strategic
merchant banking-type investment, which, as you know, we do from time to time
and only selectively in those investments that we think are the very best
investments that we see from the entirety of our platform. And just as a segue,
since that activity occurs substantially from FB Asset, those FBR Group
shareholders that are not completely familiar, we've achieved north of a thirty
percent return since 1997 in all of those activities. So we're very, very
pleased with that.
But specifically, we are a passive investor when we make these investments. We
certainly always try to provide financial guidance and help to our, to these
companies, given our experience in these industries, but we really don't go
further than that.
BURNS:
Okay, let me ask you something. Do you have any provisions that would help your
investors if their management team just went haywire?
ERIC BILLINGS: Well, we would have the same recourse, you know, obviously, as
voting shareholders if something very, very bad happened. We would, I think we
would all act together as voting shareholders and try to make the right changes
and alternatives. But I only say, as you mentioned AmeriCredit, I do want to be
clear on this. We are very, very happy with the AmeriCredit management, and I
know this has been very controversial in recent times, but we would stress that
this management, in our judgment, has built one of the finest financial
platforms from a business perspective, vis-a-vis measurable return on assets,
measurable cost-operated business, measurable service provided to all of the
dealerships they do business with. They have in fact, in our judgment, created a
very fine business franchise, and by the addition of the $550 million of equity
capital, we now believe the company has been transformed into a very fine
balance sheet, specifically now having twelve percent tangible equity as the
percent of its total managed assets, making it approximately the highest
capitalized financial services company in the
PAGE 13
United States. So we do want to stress that we have great confidence in the
management team of AmeriCredit.
ERIC BILLINGS:
Again, as we've said on previous calls, when you do do the
restructuring, we note historically there's often going to be some bumps, and
you have to be prepared to go through those bumps.
BURNS: Well, it sounds like you all did your due diligence, and certainly you
have a great track record of picking winners. And I understand, though, a part
of the problem with that stock, I guess, going down about fifty percent or
something, that these hedge funds really created some havoc for that investment
and for this company. Do you have people on your investment committee that
decides on what investments you're going to make, that sort of act like the
devil's advocate of being like a hedge fund operator and picking the deals apart
like a hedge fund would before you make the investment?
ERIC BILLINGS: To be very clear on that question, we do extremely extensive due
diligence on all of the investments we make and all of the underwritings that we
lead or co-manage. We know these industries with extreme depth. We have been
involved in these industries for a very long time, so that we believe our
combined resources give us a great competitive advantage. It has been a crucial
part of the reason why we've achieved such outstanding results in our merchant
banking returns and as a lead managed underwriter in the United States over a
very long period of time. So we most certainly go to great lengths to understand
all of the intricacies of businesses and the investment opportunities and the
potential risks that may be involved, and again, think that's why we've had
this, the track record of success that we've achieved historically.
BURNS:
One last question. Did any of the hedge funds come up with information about
AmeriCredit that you didn't know about?
ERIC BILLINGS:
Not to our knowledge. They did not.
PAGE 14
BURNS:
Okay. Thank you very much, and you're doing a phenomenal job, as I said.
ERIC BILLINGS:
Thank you very much. We appreciate it.
MODERATOR:
I'm showing no other questions at this time.
ERIC BILLINGS:
Thank you, everybody, for joining us.
MODERATOR:
Actually, we do have a late question. Did you want to take that?
EMANUEL FRIEDMAN:
Yes, of course.
Moderator:
Joe Stieven, your line is open.
JOE STIEVEN:
Hi, guys. I went back to your old presentation that you guys did
when you did FBR stand-alone, FBR Asset stand-alone and then the merger
adjustments, and I'm just sort of trying to add things up, and it sounds to me,
and maybe you can't you don't want to say it, but it sounds to me that maybe the
preliminary estimate was maybe almost too conservative. Am I not doing my math
properly? I'm just trying to tie everything down from what you guys originally
presented and sort of what you're talking about now.
ERIC BILLINGS:
Joe, are you talking about on FBR Group stand-alone or the merged company?
STIEVEN:
The merged company.
PAGE 15
ERIC BILLINGS: You know, Joe, I think it's fair to say that what we want to have
as much clarity as possible, on vis-a-vis this call, is the very broad level of
activity that our company is having right now. We simultaneously do want people
specifically to understand that the level of recurring profitability vis-a-vis
the spread-based balance allocations, the asset management that we now have, is
giving us, a very significant return, cash return on invested equity, and
certainly for the merged company, regardless of where the capital markets level
is- if our capital markets were breaking even- we would still have very
substantial cash return on invested equity in our company, and so we want people
to clearly understand that.
For now, Joe, we want to stay with the guidelines the guidance that we've given
in the past. We are firm believers that, you know, relative to our stock price,
a $1.50 plus of earnings and a dollar thirty-seven dividend, is, represents an
extraordinary investment opportunity, and we think at this time we will stay
with that guidance.
KURT HARRINGTON: I think you may be thinking, in the merger presentation, we had
two numbers, two earnings numbers, one on a cash basis and one on a GAAP basis
after the amortization of step-ups. So the dollar fifty, the higher number, is
before the step-up adjustments.
STIEVEN: Okay. It sounds like when you're going just through FBR Group alone, it
sounds like some of the things just that FBR Group alone were maybe a little bit
better than what you guys had originally estimated. But that's fine. I'll go
back and look at my numbers again.
ERIC BILLINGS:
Joe, I don't want you to misunderstand this. We want you to
understand, specifically, the FBR Group level of activity is very deep, very
broad, very strong. And having said that, you know, we've already given guidance
that would be purposeless to raise.
STIEVEN:
Okay.
PAGE 16
ERIC BILLINGS:
And so we'll stay with it for right now.
STIEVEN:
Okay, fair enough. Thanks, guys.
ERIC BILLINGS:
Thank you, Joe.
Thank you, everybody, for joining us. We appreciate it a great deal.
# # #
Proxy Information
In connection with the proposed transactions, Friedman, Billings, Ramsey Group,
Inc., FBR Asset Investment Corporation and Forest Merger Corporation have filed
a preliminary joint proxy statement/prospectus with the Securities and Exchange
Commission. In addition, FBR Group, FBR Asset and Forest Merger Corporation
will prepare and file a definitive joint proxy statement/prospectus and other
documents regarding the proposed transaction with the SEC. Investors and
security holders are urged to carefully read the definitive joint proxy
statement/prospectus regarding the proposed transactions when it becomes
available, because it will contain important information. Investors and
security holders may obtain a free copy of the definitive joint proxy
statement/prospectus (when it is available) and other documents containing
information about FBR Group and FBR Asset, without charge, at the SEC's web
site at http://www.sec.gov. Free copies of both companies' filings may be
obtained by directing a request to 1001 Nineteenth Street North, Arlington,
Virginia 22209, Attention: Investor Relations.
Participants in Solicitation
FBR Group, FBR Asset and their respective directors, executive officers and
other members of their management and employees may be soliciting proxies from
their respective stockholders in connection with the proposed merger.
Information concerning FBR Group's participants in the solicitation is set forth
in FBR Group's proxy statement for its annual meeting of stockholders, filed
with the SEC on May 30, 2002. Information concerning FBR Asset's participants
in the solicitation is set forth in FBR Asset's proxy statement for its annual
meeting of stockholders, filed with the SEC on April 23, 2002. Additional
information is set forth in the preliminary joint proxy statement/prospectus and
will be set forth in the definitive preliminary joint proxy statement/prospectus
when it is filed with the SEC.
--------
1 excludes net MBS premium annualization of $10.8 million or 8 cents a share