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8-K - FORM 8-K - APOLLO INVESTMENT CORPd8k.htm

Exhibit 99.1

Apollo Investment Corporation

Announces December 31, 2010 Quarterly Financial Results

and Quarterly Dividend of $0.28 Per Share

NEW YORK— February 3, 2011—Apollo Investment Corporation (NASDAQ-GS: AINV) or the “Company”, “Apollo Investment”, “we” or “our” today announces financial results for its fiscal quarter ended December 31, 2010. Additionally, the Company announces that its Board of Directors has declared its fourth fiscal quarter 2011 dividend of $0.28 per share, payable on April 4, 2011 to stockholders of record as of March 17, 2011. The dividend will be paid from earnings whose specific tax characteristics will be reported to stockholders on Form 1099 after the end of the calendar year.

HIGHLIGHTS:

At December 31, 2010:

Total Assets: $3.2 billion

Investment Portfolio: $2.9 billion

Net Assets: $1.9 billion

Net Asset Value per share: $9.73

Portfolio Activity for the Quarter Ended December 31, 2010:

Investments made during the quarter: $382 million

Number of new portfolio companies invested: 8

Investments sold or prepaid during the quarter: $481 million

Number of portfolio company exits: 6

Operating Results for the Quarter Ended December 31, 2010 (in thousands, except per share amounts):

Net investment income: $50,126

Net realized and unrealized gains: $34,378

Net increase in net assets from operations: $84,504

Net investment income per share: $0.26

Net realized and unrealized gains per share: $0.17

Conference Call/Webcast at 11:00 a.m. ET on February 4, 2011

The Company will also host a conference call at 11:00 a.m. (Eastern Time) on Friday, February 4, 2011 to present the third quarter results. All interested parties are welcome to participate in the conference call by dialing (888) 802-8579 approximately 5-10 minutes prior to the call, international callers should dial (973) 633-6740. Participants should reference Apollo Investment Corporation when prompted. Following the call you may access a replay of the event either telephonically or via audio webcast. The telephonic replay will be available through February 18, 2011 by calling (800) 642-1687, international callers please dial (706) 645-9291, reference pin # 39077764. The audio webcast will be available later that same day. To access the audio webcast please visit the Event Calendar in the Investor Relations section of our website at www.apolloic.com.


PORTFOLIO AND INVESTMENT ACTIVITY

During the three months ended December 31, 2010, we invested $382 million across 8 new and 3 existing portfolio companies, through a mix of primary and opportunistic secondary market purchases. This compares to investing $212 million in 2 new and several existing portfolio companies for the three months ended December 31, 2009. Investments sold or prepaid during the three months ended December 31, 2010 totaled $481 million versus $67 million for the three months ended December 31, 2009.

At December 31, 2010, our net portfolio consisted of 69 portfolio companies and was invested 29% in senior secured loans, 62% in subordinated debt, 1% in preferred equity and 8% in common equity and warrants measured at fair value versus 70 portfolio companies invested 28% in senior secured loans, 58% in subordinated debt, 3% in preferred equity and 11% in common equity and warrants at December 31, 2009.

The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio as of December 31, 2010 at our current cost basis were 8.7%, 12.9%, and 11.5%, respectively. At December 31, 2009, the yields were 8.2%, 13.4%, and 11.6%, respectively.

Since the initial public offering of Apollo Investment in April 2004 and through December 31, 2010, invested capital totaled $7.0 billion in 140 portfolio companies. Over the same period, Apollo Investment completed transactions with more than 85 different financial sponsors.

RESULTS OF OPERATIONS

Results comparisons are for the three and nine months ended December 31, 2010 and December 31, 2009.

Investment Income

For the three and nine months ended December 31, 2010, gross investment income totaled $94.3 million and $264.1 million, respectively. For the three and nine months ended December 31, 2009, gross investment income totaled $85.6 million and $252.6 million, respectively. The increase in gross investment income for the three and nine months ended December 31, 2010, was primarily due to a higher average debt portfolio yield for the period as compared to the three and nine months ended December 31, 2009.

Expenses

Expenses totaled $44.2 million and $122.9 million, respectively, for the three and nine months ended December 31, 2010, of which $27.7 million and $80.1 million, respectively, were base management fees and performance-based incentive fees and $13.4 million and $34.1 million, respectively, were interest and other debt expenses. Administrative services and other general and administrative expenses totaled $3.0 million and $8.8 million, respectively, for the three and nine months ended December 31, 2010. Expenses totaled $34.2 million and $100.5 million, respectively, for the three and nine months ended December 31, 2009, of which $26.4 million and $77.6 million, respectively, were base management fees and performance-based incentive fees and $5.0 million and $14.5 million, respectively, were interest and other debt expenses. Administrative services and other general and administrative expenses totaled $2.8 million and $8.4 million, respectively, for the three and nine months ended December 31, 2009. Expenses consist of base investment advisory and management fees, insurance expenses, administrative services fees, legal fees, directors’ fees, audit and tax services expenses, and other general and administrative expenses. The increase in expenses from the three and nine months periods ended December 2010 versus the three and nine months periods ended December 2009 was primarily related to the increase in interest and other debt expenses due to the December 2009 amendment to our revolving credit facility and our October issuance of senior secured notes. For the three and nine months ended December 31, 2010, accrued excise tax expenses totaled $0. For the three and nine months ended December 31, 2009, accrued excise tax expenses totaled $1.2 million.

Net Investment Income

The Company’s net investment income totaled $50.1 million and $141.1 million, or $0.26, and $0.73, on a per average share basis, respectively, for the three and nine months ended December 31, 2010. For the three and nine months ended December 31, 2009, net investment income totaled $50.2 million and $150.9 million, or $0.30, and $0.99, on a per average share basis, respectively.


Net Realized Losses

The Company had investment sales and prepayments totaling $481 million and $722 million, respectively, for the three and nine months ended December 31, 2010. For the three and nine months ended December 31, 2009, investment sales and prepayments totaled $67 million and $167 million, respectively. Net realized losses for the three and nine months ended December 31, 2010 were $64.9 million and $150.5 million, respectively. For the three and nine months ended December 31, 2009, net realized losses totaled $152.0 million and $253.4 million, respectively. Net realized losses for the three and nine months ended December 31, 2010 and the three and nine months ended December 31, 2009 were primarily derived from selective exits and restructurings of underperforming investments.

Net Unrealized Appreciation on Investments, Cash Equivalents and Foreign Currencies

For the three and nine months ended December 31, 2010, net change in unrealized appreciation on the Company’s investments, cash equivalents, foreign currencies and other assets and liabilities totaled $99.3 million and $77.7 million, respectively. For the three and nine months ended December 31, 2009, net change in unrealized appreciation totaled $181.4 million and $375.6 million, respectively. Net unrealized appreciation for the three and nine months ended December 31, 2010 was primarily due to net changes in specific portfolio company fundamentals and stronger capital market conditions. For the three and nine months ended December 31, 2009, the increase in unrealized appreciation was also derived from net changes in specific portfolio company fundamentals and stronger capital market conditions.

Net Increase in Net Assets From Operations

For the three and nine months ended December 31, 2010, the Company had a net increase in net assets resulting from operations of $84.5 million and $68.4 million, respectively. For the three and nine months ended December 31, 2009, the Company had a net increase in net assets resulting from operations of $79.5 million and $273.2 million, respectively. The earnings per average share were $0.43 and $0.36, respectively for the three and nine months ended December 31, 2010. For the three and nine months ended December 31, 2009, earnings per average share were $0.48 and $1.78, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our senior secured, multi-currency $1.58 billion revolving credit facility (the “Facility”), our senior secured notes, investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and prepayments of senior and subordinated loans and income earned from investments. At December 31, 2010, the Company had $775 million in borrowings outstanding and $809 million of unused capacity on its Facility. On May 3, 2010, the Company closed on its most recent follow-on public equity offering of 17.25 million shares of common stock at $12.40 per share raising approximately $204 million in net proceeds. Additionally, on September 30, 2010, the Company entered into a note purchase agreement, providing for a private placement issuance of $225,000 in aggregate principal amount of five-year, senior secured notes with a fixed interest rate of 6.25% and a maturity date of October 4, 2015 (the “Senior Secured Notes”). On October 4, 2010, the Senior Secured Notes were sold to certain institutional accredited investors pursuant to an exemption from registration under the Securities Act of 1933, as amended. Interest on the Senior Secured Notes will be due semi-annually on April 4 and October 4, commencing on April 4, 2011. The proceeds from the issuance of the Senior Secured Notes were primarily used to reduce other outstanding borrowings and/or commitments on the Company's Facility. In the future, the Company may raise additional equity or debt capital, among other considerations. The primary use of funds will be investments in portfolio companies, reductions in debt outstanding and other general corporate purposes.


As of January 19, 2011, the Company received an additional lender commitment with a maturity date of April 12, 2013 of $50,000 under the Facility. As of January 19, 2011, aggregate lender commitments total $1,633,750.

On January 25, 2011, the Company closed a private offering of $200 million aggregate principal amount of senior unsecured convertible notes (the “Unsecured Notes”). The Unsecured Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Unsecured Notes bear interest at an annual rate of 5.75%, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2011. The Unsecured Notes will mature on January 15, 2016. Prior to December 15, 2015, the Unsecured Notes will be convertible only upon specified events and during specified periods and, thereafter, at any time. The Unsecured Notes will initially be convertible at a conversion rate of 72.7405 shares of the Company’s common stock per $1,000 principal amount of Unsecured Notes, corresponding to an initial conversion price of approximately $13.75, which represents a premium of 17.5% to the $11.70 per share closing price of the Company’s common stock on The NASDAQ Global Select Market on January 19, 2011. The conversion rate will be subject to adjustment upon certain events. The net proceeds from the offering of Unsecured Notes will be used to fund new portfolio investments, reduce outstanding borrowings on the Company’s Facility and for general corporate purposes.


APOLLO INVESTMENT CORPORATION

STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except per share amounts)

 

     December 31, 2010
(unaudited)
    March 31, 2010  

Assets

    

Non-controlled/non-affiliated investments, at value (cost—$2,835,142 and $2,782,880, respectively)

   $ 2,786,409      $ 2,677,893   

Non-controlled/affiliated investments, at value (cost—$22,433 and $102,135, respectively)

     35,014        83,136   

Controlled investments, at value (cost—$376,052 and $357,590, respectively)

     94,349        92,551   

Cash equivalents, at value (cost—$199,972 and $449,852, respectively)

     199,972        449,828   

Cash

     10,756        7,040   

Foreign currency (cost—$873 and $30,705, respectively)

     883        30,717   

Receivable for investments sold

     —          49,643   

Interest receivable

     41,493        43,139   

Dividends receivable

     11        5,700   

Miscellaneous income receivable

     —          788   

Receivable from investment adviser

     —          611   

Prepaid expenses and other assets

     21,118        24,070   
                

Total assets

   $ 3,190,005      $ 3,465,116   
                

Liabilities

    

Debt

   $ 999,894      $ 1,060,616   

Payable for investments and cash equivalents purchased

     200,213        549,009   

Dividends payable

     54,613        49,340   

Management and performance-based incentive fees payable

     27,734        26,363   

Interest payable

     6,364        2,132   

Accrued administrative expenses

     1,390        1,722   

Other liabilities and accrued expenses

     1,548        3,128   
                

Total liabilities

   $ 1,291,756      $ 1,692,310   
                

Net Assets

    

Common stock, par value $.001 per share, 400,000 and 400,000 common shares authorized, respectively, and 195,045 and 176,214 issued and outstanding, respectively

   $ 195      $ 176   

Paid-in capital in excess of par

     2,866,089        2,645,687   

Undistributed net investment income

     82,675        104,878   

Accumulated net realized loss

     (733,720     (583,270

Net unrealized depreciation

     (316,990     (394,665
                

Total net assets

   $ 1,898,249      $ 1,772,806   
                

Total liabilities and net assets

   $ 3,190,005      $ 3,465,116   
                

Net Asset Value Per Share

   $ 9.73      $ 10.06   
                


APOLLO INVESTMENT CORPORATION

STATEMENTS OF OPERATIONS (unaudited)

(in thousands, except per share amounts)

 

     Three months ended     Nine months ended  
     December 31, 2010     December 31, 2009     December 31, 2010     December 31, 2009  

INVESTMENT INCOME:

        

From non-controlled/non-affiliated investments:

        

Interest

   $ 83,820      $ 73,954      $ 233,166      $ 221,126   

Dividends

     992        2,870        3,712        9,690   

Other income

     6,650        5,864        11,958        7,615   

From non-controlled/affiliated investments:

        

Interest

     2,746        —          9,088        —     

From controlled investments:

        

Dividends

     —          2,929        6,031        14,150   

Other income

     110        —          110        —     
                                

Total Investment Income

     94,318        85,617        264,065        252,581   
                                

EXPENSES:

        

Management fees

   $ 15,203      $ 13,903      $ 44,787      $ 39,839   

Performance-based incentive fees

     12,532        12,539        35,284        37,719   

Interest and other debt expenses

     13,433        4,976        34,079        14,453   

Administrative services expense

     1,540        1,260        4,348        3,767   

Other general and administrative expenses

     1,484        1,538        4,432        4,682   
                                

Total expenses

     44,192        34,216        122,930        100,460   
                                

Net investment income before excise taxes

     50,126        51,401        141,135        152,121   

Excise tax expense

     —          (1,243     —          (1,243
                                

Net investment income

   $ 50,126      $ 50,158      $ 141,135      $ 150,878   
                                

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, CASH EQUIVALENTS AND FOREIGN CURRENCIES:

        

Net realized loss:

        

Investments and cash equivalents

   $ (55,650   $ (147,822   $ (142,777   $ (249,221

Foreign currencies

     (9,289     (4,218     (7,673     (4,151
                                

Net realized loss

     (64,939     (152,040     (150,450     (253,372
                                

Net change in unrealized gain (loss):

        

Investments and cash equivalents

     89,088        177,792        71,140        399,013   

Foreign currencies

     10,229        3,613        6,535        (23,365
                                

Net change in unrealized gain (loss)

     99,317        181,405        77,675        375,648   
                                

Net realized and unrealized gain (loss) from investments, cash equivalents and foreign currencies

     34,378        29,365        (72,775     122,276   
                                

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 84,504      $ 79,523      $ 68,360      $ 273,154   
                                

EARNINGS PER SHARE

   $ 0.43      $ 0.48      $ 0.36      $ 1.78   
                                


About Apollo Investment Corporation

Apollo Investment Corporation is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company's investment portfolio is principally in middle-market private companies. From time to time, the Company may also invest in public companies. The Company invests primarily in senior secured loans and mezzanine loans and equity in furtherance of its business plan. Apollo Investment Corporation is managed by Apollo Investment Management, L.P., an affiliate of Apollo Management, L.P., a leading private equity investor.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, including, but not limited to, statements as to our future operating results; our business prospects and the prospects of our portfolio companies; the impact of investments that we expect to make; the dependence of our future success on the general economy and its impact on the industries in which we invest; the ability of our portfolio companies to achieve their objectives; our expected financings and investments; the adequacy of our cash resources and working capital; and the timing of cash flows, if any, from the operations of our portfolio companies.

We may use words such as “anticipates,” “believes,” “expects,” “intends”, “will”, “should,” “may” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. We do not undertake to update our forward-looking statements unless required by law.

CONTACT: Richard L. Peteka of Apollo Investment Corporation, (212) 515-3488