Form 10-K for the fiscal year ended March 31, 2010
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED MARCH 31, 2010

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM             TO             

COMMISSION FILE NUMBER: 814-00646

 

 

APOLLO INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   52-2439556
(State of Incorporation)   (I.R.S. Employer Identification Number)

9 West 57th Street

New York, N.Y.

  10019
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (212) 515-3450

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Name of Each Exchange on Which Registered

Common Stock, par value

$0.001 per share

  The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  x

  Accelerated filer  ¨   Non-accelerated filer  ¨    Smaller Reporting Company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)    Yes  ¨    No  x

The aggregate market value of common stock held by non-affiliates of the Registrant on September 30, 2009 based on the closing price on that date of $9.55 on the NASDAQ Global Select Market was approximately $1.6 billion. For the purposes of calculating this amount only, all directors and executive officers of the Registrant have been treated as affiliates. There were 193,844,627 shares of the Registrant’s common stock outstanding as of May 26, 2010.

Portions of the registrant’s Proxy Statement for its 2010 Annual Meeting of Stockholders to be filed not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K.

 

 

 


Table of Contents

APOLLO INVESTMENT CORPORATION

FORM 10-K

FOR THE FISCAL YEAR ENDED MARCH 31, 2010

TABLE OF CONTENTS

 

          Page
   PART I   

Item 1.

  

Business

   1

Item 1A.

  

Risk Factors

   9

Item 1B.

  

Unresolved Staff Comments

   25

Item 2.

  

Properties

   25

Item 3.

  

Legal Proceedings

   25
   PART II   

Item 5.

  

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

   26

Item 6.

  

Selected Financial Data

   29

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   30

Item 7A.

  

Quantitative and Qualitative Disclosures about Market Risk

   40

Item 8.

  

Financial Statements and Supplementary Data

   41

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   82

Item 9A.

  

Controls and Procedures

   82

Item 9B.

  

Other Information

   82
   PART III   

Item 10.

  

Directors and Executive Officers of the Registrant

   83

Item 11.

  

Executive Compensation

   87

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   88

Item 13.

  

Certain Relationships and Related Transactions, and Director Independence

   89

Item 14.

  

Principal Accountant Fees and Services

   90
   PART IV   

Item 15.

  

Exhibits and Financial Statement Schedules

   92
  

Signatures

   93


Table of Contents

PART I

Item 1. Business

Apollo Investment Corporation

Apollo Investment Corporation (“Apollo Investment”, the “Company” or “we”), a Maryland corporation organized on February 2, 2004, is a closed-end, externally managed, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). In addition, for tax purposes we have elected to be treated as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended (the “Code”).

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of mezzanine and senior secured loans, as well as by making equity investments. From time to time, we may also invest in the securities of public companies.

Our portfolio is comprised primarily of investments in long-term subordinated debt, referred to as mezzanine debt, and senior secured loans of private middle-market companies, and from time to time includes equity interests such as common stock, preferred stock, warrants or options. In this Form 10-K, we use the term “middle-market” to refer to companies with annual revenues between $50 million and $2 billion. While our primary focus is to generate both current income and capital appreciation through investments in U.S. senior and subordinated loans, other debt securities and private equity, we may also invest a portion of the portfolio in opportunistic investments, including foreign securities.

Apollo Investment Management, L.P. (“AIM”) is the investment adviser for the Company and an affiliate of Apollo Global Management, LLC, and its consolidated subsidiaries (“AGM”). AGM and other affiliates manage other funds that may have investment mandates that are similar, in whole or in part, with ours. AIM and its affiliates may determine that an investment is appropriate both for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more other funds. We may make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. In certain circumstances negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. There can be no assurance that any such order will be obtained.

During our fiscal year ended March 31, 2010, we invested $716 million across 5 new and 24 existing portfolio companies, primarily through opportunistic secondary market purchases. This compares to investing $435 million in 12 new and 13 existing portfolio companies for the previous fiscal year ended March 31, 2009. Investments sold or prepaid during the fiscal year ended March 31, 2010 totaled $452 million versus $340 million for the fiscal year ended March 31, 2009. The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio as of March 31, 2010 at our current cost basis were 8.5%, 13.5% and 11.8%, respectively. At March 31, 2009, the yields were 8.2%, 13.2%, and 11.7%, respectively.

Our targeted investment size typically ranges between $20 million and $250 million, although this investment size may vary proportionately as the size of our available capital base changes. At March 31, 2010, our net portfolio consisted of 67 portfolio companies and was invested 30% in senior secured loans, 59% in subordinated debt, 1% in preferred equity and 10% in common equity and warrants measured at fair value versus 72 portfolio companies invested 26% in senior secured loans, 58% in subordinated debt, 5% in preferred equity and 11% in common equity and warrants at March 31, 2009.

Since the initial public offering of Apollo Investment in April 2004 and through March 31, 2010, invested capital totaled $6.3 billion in 128 portfolio companies. Over the same period, Apollo Investment completed transactions with more than 85 different financial sponsors.

 

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At March 31, 2010, 64% or $1.6 billion of our income-bearing investment portfolio is fixed rate debt and 36% or $0.9 billion is floating rate debt, measured at fair value. On a cost basis, 65% or $1.8 billion of our income-bearing investment portfolio is fixed rate debt and 35% or $1.0 billion is floating rate debt. At March 31, 2009, 70% or $1.5 billion of our income-bearing investment portfolio was fixed rate debt and 30% or $0.7 billion was floating rate debt. On a cost basis, 66% or $2.0 billion of our income-bearing investment portfolio is fixed rate debt and 34% or $1.0 billion is floating rate debt.

Apollo Investment Management, L.P.

AIM, our investment adviser, is led by a dedicated team of investment professionals. The investment committee of AIM currently consists of John J. Hannan, the Chairman of our board of directors; James C. Zelter, our Chief Executive Officer and a Vice President of the general partner of AIM; Patrick J. Dalton, President and Chief Operating Officer of Apollo Investment and a Vice President and the Chief Investment Officer of the general partner of AIM; Rajay Bagaria, a Partner of AIM; and Justin Sendak, a Partner of AIM. The composition of the investment committee of AIM may change from time to time. AIM draws upon AGM’s 20 year history and benefits from the broader firm’s significant capital markets, trading and research expertise developed through investments in many core sectors in over 150 companies since inception.

Apollo Investment Administration

In addition to furnishing us with office facilities, equipment, and clerical, bookkeeping and record keeping services, Apollo Investment Administration, LLC (“AIA” or “Apollo Administration”) also oversees our financial records as well as prepares our reports to stockholders and reports filed with the SEC. AIA also performs and oversees the determination and publication of our net asset value, oversees the preparation and filing of our tax returns, the payment of our expenses and the performance of various third-party service providers. Furthermore, AIA provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

Operating and Regulatory Structure

Our investment activities are managed by AIM and supervised by our board of directors, a majority of whom are independent of Apollo and its affiliates. AIM is an investment adviser that is registered under the Investment Advisers Act of 1940. Under our investment advisory and management agreement, we pay AIM an annual base management fee based on our average gross assets as well as an incentive fee.

As a business development company, we are required to comply with certain regulatory requirements. Also, while we are permitted to finance investments using debt, our ability to use debt is limited in certain significant respects (see Item 1A Risk Factors). We have elected to be treated for federal income tax purposes as a RIC under Subchapter M of the Code.

Investments

Apollo Investment seeks to create a portfolio that includes primarily debt investments in mezzanine and senior secured loans and, to a lesser extent, private equity investments by generally investing, on an individual portfolio company basis, approximately $20 million to $250 million of capital, on average, in these securities of middle-market companies. The average investment size will vary as the size of our capital base varies. Our target portfolio will generally be more heavily weighted toward mezzanine loans. Structurally, mezzanine loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt, and are often unsecured. As such, other creditors may rank senior to us in the event of an insolvency. However, mezzanine loans rank senior to common and preferred equity in a borrowers’ capital structure. Mezzanine loans may have a fixed or floating interest rate. Additional upside can be generated from upfront fees, call protection including call premiums, equity co-investments or warrants. We believe that mezzanine loans offer an attractive investment opportunity based upon their historic returns. Additionally, we may acquire investments in the secondary market if we believe the risk-adjusted returns are attractive.

 

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Our principal focus is to provide capital to middle-market companies in a variety of industries. We generally seek to target companies that generate positive free cash flows.

The following is a representative list of the industries in which we have invested:

 

• Building materials    • Education    • Lodging/Leisure/Resorts
• Business services    • Energy/Utilities    • Manufacturing/Basic industry
• Cable television    • Environmental services    • Media
• Chemicals    • Financial services    • Packaging
• Communications    • Food    • Printing and publishing
• Consumer products    • Government services    • Restaurants
• Distribution    • Healthcare    • Transportation

We may also invest in other industries if we are presented with attractive opportunities.

In an effort to increase our returns and the number of loans that we can make, we may in the future seek to securitize our loans. To securitize loans, we may create a wholly owned subsidiary and contribute a pool of loans to the subsidiary. We may sell interests in the subsidiary on a non-recourse basis to purchasers whom we would expect to be willing to accept a lower interest rate to invest in investment-grade loan pools. We may use the proceeds of such sales to pay down bank debt or to fund additional investments. We may also invest through special purpose entities or other arrangements, including total return swaps and repurchase agreements, in order to obtain non-recourse financing or for other purposes.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds. We may also co-invest on a concurrent basis with affiliates of Apollo Investment, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. There can be no assurance that any such order will be obtained.

At March 31, 2010, our net portfolio consisted of 67 portfolio companies and was invested 30% in senior secured loans, 59% in subordinated debt, 1% in preferred equity and 10% in common equity and warrants measured at fair value. We expect that our portfolio will continue to include primarily mezzanine and senior secured loans as well as, to a lesser extent, equity-related securities. In addition, we also expect to invest a portion of our portfolio in opportunistic investments, which are not our primary focus, but are intended to enhance our risk-adjusted returns to stockholders. These investments may include, but are not limited to, securities of public companies and debt and equity securities of companies located outside of the United States.

While our primary focus is to generate both current income and capital appreciation through investments in U.S. senior and subordinated loans, other debt securities and private equity, we may also invest a portion of the portfolio in opportunistic investments, including foreign securities.

 

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Listed below are our top ten portfolio companies and industries represented as a percentage of total assets for the years ended March 31, 2010 and 2009:

TOP TEN PORTFOLIO COMPANIES AND INDUSTRIES AS OF MARCH 31, 2010

 

PORTFOLIO COMPANY

   % of Total Assets     INDUSTRY    % of Total Assets  

Asurion Corporation

   4.3   Education    8.3

Ranpak Corporation

   4.2   Healthcare    5.6

BNY ConvergEx Group, LLC

   3.7   Insurance    5.2

First Data Corporation

   3.0   Business Services    5.0

TL Acquisitions, Inc. (Thomson Learning)

   2.6   Diversified Service    4.9

MEG Energy Corp.

   2.5   Retail    4.6

Ceridian Corp.

   2.5   Oil & Gas    4.3

US Foodservice

   2.4   Packaging    4.2

Playpower Holdings Inc.

   2.4   Financial Services    4.0

Fleetpride Corporation

   2.4   Broadcasting & Entertainment    3.1

TOP TEN PORTFOLIO COMPANIES AND INDUSTRIES AS OF MARCH 31, 2009

 

PORTFOLIO COMPANY

   % of Total Assets    

INDUSTRY

   % of Total Assets  

Asurion Corporation

   4.8  

Education

   7.7

First Data Corporation

   4.5   Healthcare    7.2

TL Acquisitions, Inc. (Thomson Learning)

   3.8   Financial Services    6.2

Grand Prix Holdings, LLC (Innkeepers USA)

   3.3   Diversified Service    5.8

Gray Wireline Service, Inc.

   3.2   Insurance    5.6

Ceridian Corp.

   2.9   Oil & Gas    4.9

Ranpak Corporation

   2.9   Consumer Products    4.1

Playpower Holdings Inc.

   2.8   Transportation    3.9

Fleetpride Corporation

   2.8  

Retail

   3.8

Quality Home Brands Holdings LLC

   2.6   Industrial    3.6

Listed below is the geographic breakdown of the portfolio as of March 31, 2010 and 2009:

 

Geographic Region

 

% of Portfolio
at March 31, 2010

 

Geographic Region

 

% of Portfolio
at March 31, 2009

United States   91.6%   United States   91.0%
Canada   3.1%   Canada   1.8%
Western Europe   5.3%   Western Europe   7.2%
         
  100.0%     100.0%
         

Investment selection & due diligence

We are committed to a value oriented philosophy and will commit resources to managing risk to the Company’s capital. Our investment adviser conducts due diligence on prospective portfolio companies. In conducting their due diligence, our adviser uses information provided by the company and its management team, publicly available information, as well as information from their extensive relationships with former and current management teams, consultants, competitors and investment bankers and the direct experience of the senior partners of our affiliates.

 

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Our investment adviser’s due diligence will typically include:

 

   

review of historical and prospective financial information;

 

   

on-site visits;

 

   

interviews with management, employees, customers and vendors of the potential portfolio company;

 

   

review of loan documents;

 

   

background checks; and

 

   

research relating to the company’s management, industry, markets, products and services, and competitors.

Upon the completion of due diligence and a decision to proceed with an investment in a company, the professionals leading the investment present the investment opportunity to our investment adviser’s investment committee, which determines whether to pursue the potential investment. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys and independent accountants (retained by us or such portfolio company) prior to the closing of the investment, as well as other outside advisers, as appropriate.

Investment structure

Once we have determined that a prospective portfolio company is suitable for investment, we work with the management of that company and its other capital providers, including senior, junior and equity capital providers, to structure an investment.

We seek to structure our mezzanine investments primarily as unsecured, subordinated loans that provide for relatively high interest rates that provide us with significant current interest income. These loans typically have interest-only payments. In some cases, we may enter into loans that, by their terms, convert into equity or additional debt securities or defer payments of interest after our investment. Also, in some cases our mezzanine loans may be collateralized by a subordinated lien on some or all of the assets of the borrower. Typically, our mezzanine loans have maturities of five to ten years.

We also seek to invest in portfolio companies in the form of senior secured loans. We expect these senior secured loans to have terms of three to ten years and may provide for deferred interest payments over the term of the loan. We generally seek to obtain security interests in the assets of our portfolio companies that serve as collateral in support of the repayment of these loans. This collateral may take the form of first or second priority liens on the assets of a portfolio company.

In the case of our mezzanine and senior secured loan investments, we seek to tailor the terms of the investment to the facts and circumstances of the transaction and the prospective portfolio company, negotiating a structure that protects our rights and manages our risk while creating incentives for the portfolio company to achieve its business plan and improve its profitability. For example, in addition to seeking a senior position in the capital structure of our portfolio companies, we seek to limit the downside potential of our investments by:

 

   

requiring an expected total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk;

 

   

generally incorporating call protection into the investment structure where possible; and

 

   

negotiating covenants and information rights in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with our goal of preserving our capital. Such restrictions may include affirmative and negative covenants, default penalties, lien protection, change of control provisions and board rights, including either observation or participation rights.

 

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Our investments may include equity features, such as warrants or options to buy a minority interest in the portfolio company. Any warrants we receive with our debt securities generally require only a nominal cost to exercise, and thus, as a portfolio company appreciates in value, we may achieve additional investment return from this equity interest. We may structure the warrants to provide provisions protecting our rights as a minority-interest holder, as well as puts, or rights to sell such securities back to the company, upon the occurrence of specified events. In many cases, we may also seek to obtain registration rights in connection with these equity interests, which may include demand and “piggyback” registration rights.

We expect to hold most of our investments to maturity or repayment, but we may sell certain of our investments sooner if a liquidity event takes place such as the sale or recapitalization or worsening of credit quality of a portfolio company, among other reasons.

Managerial assistance

As a business development company, we offer, and must provide upon request, managerial assistance to our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. We may receive fees for these services. AIA provides such managerial assistance on our behalf to portfolio companies that request this assistance.

Ongoing relationships with portfolio companies

Monitoring

AIM monitors our portfolio companies on an ongoing basis as well as monitors the financial trends of each portfolio company to determine if each is meeting its respective business plans and to assess the appropriate course of action for each company.

AIM has several methods of evaluating and monitoring the performance and fair value of our investments, which can include, but are not limited to, the following:

 

   

Assessment of success in adhering to portfolio company’s business plan and compliance with covenants;

 

   

Periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

 

   

Comparisons to other portfolio companies in the industry;

 

   

Attendance at and participation in board meetings; and

 

   

Review of monthly and quarterly financial statements and financial projections for portfolio companies.

In addition to various risk management and monitoring tools, AIM also uses an investment rating system to characterize and monitor our expected level of returns on each investment in our portfolio.

 

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We use an investment rating scale of 1 to 5. The following is a description of the conditions associated with each investment rating:

 

Investment
Rating

  

Summary Description

1    Capital gain expected
2    Full return of principal and interest or dividend expected, with the portfolio company performing in accordance with our analysis of its business
3    Full return of principal and interest or dividend expected, but the portfolio company requires closer monitoring
4    Some loss of interest, dividend or capital appreciation expected, but still expecting an overall positive internal rate of return on the investment
5    Loss of interest or dividend and some loss of principal investment expected, which would result in an overall negative internal rate of return on the investment

AIM monitors and, when appropriate, changes the investment ratings assigned to each investment in our portfolio. In connection with our valuation process, AIM reviews these investment ratings on a quarterly basis, and our audit committee monitors such ratings.

Valuation Process

The following is a description of the steps we take each quarter to determine the value of our portfolio. Many of our portfolio investments are recorded at fair value as determined in good faith by or under the direction of our board of directors pursuant to a written valuation policy and a consistently applied valuation process utilizing the input of our investment adviser, independent valuation firms and the audit committee. Investments for which market quotations are readily available are recorded in our financial statements at such market quotations if they are deemed to represent fair value. Market quotations may be deemed not to represent fair value where AIM believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security, among other reasons. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and discussed with senior management of our investment adviser;

(3) independent valuation firms engaged by our board of directors conduct independent appraisals and review our investment adviser’s preliminary valuations and make their own independent assessment;

(4) the audit committee of the board of directors reviews the preliminary valuation of our investment adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

(5) the board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our investment adviser, the respective independent valuation firm and the audit committee.

 

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When we make investments that involve deferrals of interest payable to us, any increase in the value of the investment due to the accrual of interest is allocated to the increase in the cost basis of the investment, rather than to capital appreciation or gain.

Competition

Our primary competitors in providing financing to middle-market companies include public and private funds, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity or hedge funds. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than we. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company. We also expect to use the industry information of Apollo’s investment professionals to which we have access to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, we believe that the relationships of the senior managers of AIM and those of our affiliates enable us to learn about, and compete effectively for, financing opportunities with attractive middle-market companies in the industries in which we seek to invest.

Staffing

The Company has a chief financial officer and a chief compliance officer and, to the extent necessary, they have hired and will continue to hire additional personnel. These individuals perform their respective functions under the terms of the administration agreement. Certain of our other executive officers are managing partners of our investment adviser. Our day-to-day investment operations are managed by our investment adviser. AIM has hired and will continue to hire additional investment professionals in the future. In addition, we generally reimburse AIA for our allocable portion of expenses incurred by it in performing its obligations under the administration agreement, including rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example:

 

   

Pursuant to Rule 13a-14 of the 1934 Act, our Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial statements contained in our periodic reports;

 

   

Pursuant to Item 307 of Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;

 

   

Pursuant to Rule 13a-15 of the 1934 Act, our management must prepare a report regarding its assessment of our internal control over financial reporting; and

 

   

Pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the 1934 Act, our periodic reports must disclose whether there were significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. We will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

 

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You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is (http://www.sec.gov).

Our internet address is www.apolloic.com. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on our website is not incorporated by reference into this annual report on Form 10-K, and you should not consider information contained on our website to be part of this annual report on Form 10-K.

Item 1A. Risk Factors

Investing in Apollo Investment involves a number of significant risks related to our business, structure, investments and investment in our common stock. As a result, there can be no assurance that we will achieve our investment objective.

CERTAIN RISKS IN THE CURRENT ENVIRONMENT

Capital markets have recently been in a period of disruption and instability. These market conditions have materially and adversely affected debt and equity capital markets in the United States and abroad, which have had, and may in the future have, a negative impact on our business and operations.

The global capital markets have recently been in a period of disruption as evidenced by a lack of liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of certain major financial institutions. Despite actions of the United States federal government and foreign governments, these events contributed to worsening general economic conditions that materially and adversely impacted the broader financial and credit markets and reduced the availability of debt and equity capital for the market as a whole and financial services firms in particular. These conditions could continue for a prolonged period of time or worsen in the future. While these conditions persist, we and other companies in the financial services sector may have to access, if available, alternative markets for debt and equity capital. Equity capital may be difficult to raise because subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than net asset value. In addition, our ability to incur indebtedness (including by issued preferred stock) is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 200% immediately after each time we incur indebtedness. The debt capital that will be available, if at all, may be at a higher cost and on less favorable terms and conditions in the future. Any inability to raise capital could have a negative effect on our business, financial condition and results of operations.

Moreover, recent market conditions have made, and may in the future make, it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business. The illiquidity of our investments may make it difficult for us to sell such investments if required. As a result, we may realize significantly less than the value at which we have recorded our investments.

Given the recent extreme volatility and dislocation in the capital markets, many BDCs have faced, and may in the future face, a challenging environment in which to raise capital. Recent significant changes in the capital markets affecting our ability to raise capital have affected the pace of our investment activity. In addition, significant changes in the capital markets, including the recent extreme volatility and disruption, have had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events involving our investments. An inability to raise capital, and any required sale of our investments for liquidity purposes, could have a material adverse impact on our business, financial condition or results of operations.

 

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RISKS RELATING TO OUR BUSINESS AND STRUCTURE

We may suffer credit losses.

Investment in small and middle-market companies is highly speculative and involves a high degree of risk of credit loss. These risks are likely to increase during volatile economic periods, as the US and many other economies have recently been experiencing.

We are dependent upon Apollo Investment Management’s key personnel for our future success and upon their access to Apollo’s investment professionals and partners.

We depend on the diligence, skill and network of business contacts of the senior management of AIM. Members of our senior management may depart at any time. We also depend, to a significant extent, on AIM’s access to the investment professionals and partners of Apollo and the information and deal flow generated by the Apollo investment professionals in the course of their investment and portfolio management activities. The senior management of AIM evaluates, negotiates, structures, closes and monitors our investments. Our future success depends on the continued service of the senior management team of AIM. The departure of any senior managers of AIM, or of a significant number of the investment professionals or partners of Apollo, could have a material adverse effect on our ability to achieve our investment objective. In addition, we can offer no assurance that AIM will remain our investment adviser or that we will continue to have access to Apollo’s partners and investment professionals or its information and deal flow.

Our financial condition and results of operations depend on our ability to manage future growth effectively.

Our ability to achieve our investment objective depends, in part, on our ability to grow, which depends, in turn, on AIM’s ability to identify, invest in and monitor companies that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of AIM’s structuring of the investment process, its ability to provide competent, attentive and efficient services to us and our access to financing on acceptable terms. The senior management team of AIM has substantial responsibilities under the investment advisory and management agreement, and with respect to certain members, in connection with their roles as officers of other Apollo funds.

They may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time may distract them or slow the rate of investment. In order to grow, we and AIM need to hire, train, supervise and manage new employees. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

We operate in a highly competitive market for investment opportunities.

A number of entities compete with us to make the types of investments that we make. We compete with public and private funds, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, private equity funds. Competition for investment opportunities intensifies from time to time and may intensify further in the future. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions and valuation requirements that the 1940 Act imposes on us as a BDC. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. Also, as a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective.

 

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We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors make loans with interest rates that are comparable to or lower than the rates we offer.

We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss.

Any failure on our part to maintain our status as a BDC would reduce our operating flexibility.

If we do not remain a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility.

We will be subject to corporate-level income tax if we are unable to qualify as a RIC.

To qualify as a RIC under the Code, we must meet certain source-of-income, asset diversification and annual distribution requirements. The annual distribution requirement for a RIC is satisfied if we distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to our stockholders on an annual basis. To the extent we use debt financing, we are subject to certain asset coverage ratio requirements and other financial covenants under loan and credit agreements, and could in some circumstances also become subject to such requirements under the 1940 Act, that could, under certain circumstances, restrict us from making distributions necessary to qualify as a RIC. If we are unable to obtain cash from other sources, we may fail to qualify as a RIC and, thus, may be subject to corporate-level income tax. To qualify as a RIC, we must also meet certain asset diversification requirements at the end of each calendar quarter. Failure to meet these tests may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments are in private companies, any such dispositions could be made at disadvantageous prices and may result in substantial losses. If we fail to qualify as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate-level taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders.

To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our stockholders our earnings and profits attributable to non-RIC years reduced by an interest charge on 50% of such earnings and profits payable by us to the IRS. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years, in order to qualify as a RIC in a subsequent year.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For federal income tax purposes, we include in income certain amounts that we have not yet received in cash, such as original issue discount, which may arise if we receive warrants in connection with the making of a loan or possibly in other circumstances, or payment-in-kind interest, which represents contractual interest added to the loan balance and due at the end of the loan term. Such original issue discount, which could be significant relative to our overall investment activities, or increases in loan balances as a result of payment-in-kind arrangements are included in income before we receive any corresponding cash payments. We also may be required to include in income certain other amounts that we do not receive in cash.

That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash. If a portfolio company defaults on a loan, it is possible that accrued interest previously used in the calculation of the incentive fee will

 

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become uncollectible. Consequently, while we may make incentive fee payments on income accruals that we may not collect in the future and with respect to which we do not have a formal clawback right against our investment adviser per se, the amount of accrued income written off in any period will reduce the income in the period in which such write-off was taken and thereby reduce such period’s incentive fee payment.

Since in certain cases we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the tax requirement to distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to maintain our status as a RIC. Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations in order to meet distribution and/or leverage requirements.

Regulations governing our operation as a BDC affect our ability to, and the way in which we raise, additional capital.

We may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, the contractual arrangements governing these securities may require us to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous.

BDCs may issue and sell common stock at a price below net asset value per share only in limited circumstances, one of which is during the one-year period after stockholder approval. In the past, our stockholders have approved a plan so that during the subsequent 12 month period we could, in one or more public or private offerings of our common stock, sell or otherwise issue shares of our common stock at a price below the then current net asset value per share, subject to certain conditions including parameters on the level of permissible dilution, approval of the sale by a majority of our independent directors and a requirement that the sale price be not less than approximately the market price of the shares of our common stock at specified times, less the expenses of the sale. We may in the future seek to renew such authority on terms and conditions set forth in the corresponding proxy statement. There is no assurance such approvals will be obtained.

In the event we sell, or otherwise issue, shares of our common stock at a price below net asset value per share, existing stockholders will experience net asset value dilution and the investors who acquire shares in such offering may thereafter experience the same type of dilution from subsequent offerings at a discount. For example, if we sell an additional 10% of our common shares at a 5% discount from net asset value, a stockholder who does not participate in that offering for its proportionate interest will suffer net asset value dilution of up to 0.5% or $5 per $1000 of net asset value.

We currently use borrowed funds to make investments and are exposed to the typical risks associated with leverage.

We are exposed to increased risk of loss due to our use of debt to make investments. A decrease in the value of our investments will have a greater negative impact on the value of our common stock than if we did not use debt. Our ability to pay dividends will be restricted if we fail to satisfy certain of our asset coverage ratios and other financial covenants and any amounts that we use to service our indebtedness are not available for dividends to our common stockholders.

The agreements governing our revolving credit facility require us to comply with certain financial and operational covenants. These covenants require us to, among other things, maintain certain financial ratios, including asset coverage, minimum shareholder equity and liquidity. As of March 31, 2010, we were in

 

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compliance with these covenants. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. In the event of deterioration in the capital markets and pricing levels subsequent to this period, net unrealized depreciation in our portfolio may increase in the future. Absent an amendment to our revolving credit facility, continued unrealized depreciation in our investment portfolio could result in non-compliance with certain covenants.

Accordingly, there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we were unable to obtain a waiver from the lenders, could accelerate repayment under the facilities and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay dividends.

Our current and future debt securities are and may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. We, and indirectly our stockholders, bear the cost of issuing and servicing such securities. Any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock.

We fund a portion of our investments with borrowed money, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us.

Borrowings and other types of financing, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. Our lenders have fixed dollar claims on our assets that are superior to the claims of our common stockholders or any preferred stockholders. If the value of our assets increases, then leveraging would cause the net asset value to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases, leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase in our income in excess of consolidated interest payable on the borrowed funds would cause our net income to increase more than it would without the leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make common stock dividend payments. Leverage is generally considered a speculative investment technique.

We may in the future determine to fund a portion of our investments with preferred stock, which would magnify the potential for gain or loss and the risks of investing in us in the same way as our borrowings.

Preferred stock, which is another form of leverage, has the same risks to our common stockholders as borrowings because the dividends on any preferred stock we issue must be cumulative. Payment of such dividends and repayment of the liquidation preference of such preferred stock must take preference over any dividends or other payments to our common stockholders, and preferred stockholders are not subject to any of our expenses or losses and are not entitled to participate in any income or appreciation in excess of their stated preference.

Changes in interest rates may affect our cost of capital and net investment income.

Because we borrow money, and may issue preferred stock to finance investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay dividends on preferred stock and the rate at which we invest these funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates, our cost of funds would increase except to the extent we issue fixed rate debt or preferred stock, which could reduce our net investment income. Our long-term fixed-rate investments are financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. Interest rate hedging activities do not protect against credit risk. We have analyzed the potential impact of changes in interest rates on interest income net of interest expense. Assuming that the balance sheet were to remain constant and no actions were taken to alter the existing interest rate

 

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sensitivity, a hypothetical immediate 1% change in interest rates would not materially affect our investment income over a one-year horizon. In addition, we believe that our interest rate matching strategy and our ability to hedge mitigates the effects any changes in interest rates may have on our investment income. Although management believes that this is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in credit quality, size and composition of the assets on the balance sheet and other business developments that could affect net increase or decrease in net assets resulting from operations, or net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by this estimate.

You should also be aware that a change in the general level of interest rates can be expected to lead to a change in the interest rates we receive on many of our debt investments. Accordingly, a change in interest rates could make it easier for us to meet or exceed the performance threshold and may result in a substantial increase in the amount of incentive fees payable to our investment adviser with respect to pre-incentive fee net investment income.

We may need to raise additional capital to grow because we must distribute most of our income.

We may need additional capital to fund growth in our investments. We have issued equity securities and have borrowed from financial institutions. A reduction in the availability of new capital could limit our ability to grow. We must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, to our stockholders to maintain our regulated investment company status. As a result, any such cash earnings may not be available to fund investment originations. We expect to continue to borrow from financial institutions and issue additional debt and equity securities. If we fail to obtain funds from such sources or from other sources to fund our investments, it could limit our ability to grow, which may have an adverse effect on the value of our securities. In addition, as a BDC, our ability to borrow or issue additional preferred stock may be restricted if our total assets are less than 200% of our total borrowings and preferred stock.

Many of our portfolio investments are recorded at fair value as determined in good faith by our board of directors and, as a result, there is uncertainty as to the value of our portfolio investments.

A large percentage of our portfolio investments are not publicly traded. The fair value of these investments may not be readily determinable. We value these investments quarterly at fair value (based on ASC 820, its corresponding guidance and the principal markets in which these investments trade) as determined in good faith by our board of directors pursuant to a written valuation policy and a consistently applied valuation process utilizing the input of our investment adviser, independent valuation firms and the audit committee. Our board of directors utilizes the services of independent valuation firms to aid it in determining the fair value of these investments. The types of factors that may be considered in fair value pricing of these investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings, the markets in which the portfolio company does business, comparison to more liquid securities, indices and other market-related inputs, discounted cash flow, our principal market and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a readily available market for these investments existed and may differ materially from the amounts we realize on any disposition of such investments. Our net asset value could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon the disposal of such investments.

In addition, decreases in the market values or fair values of our investments are recorded as unrealized depreciation. Unprecedented declines in prices and liquidity in the corporate debt markets have resulted in significant net unrealized depreciation in our portfolio in the past. The effect of all of these factors on our portfolio has reduced our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may continue to suffer additional unrealized losses in future periods, which could have a material adverse impact on our business, financial condition and results of operations.

 

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The lack of liquidity in our investments may adversely affect our business.

We generally make investments in private companies. Substantially all of these securities are subject to legal and other restrictions on resale or are otherwise less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to sell such investments if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our investments. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we or an affiliated manager of Apollo has material non-public information regarding such portfolio company.

We may experience fluctuations in our periodic results.

We could experience fluctuations in our periodic operating results due to a number of factors, including the interest rates payable on the debt securities we acquire, the default rate on such securities, the level of our expenses (including the interest rates payable on our borrowings), the dividend rates on preferred stock we issue, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

There are significant potential conflicts of interest which could adversely affect our investment returns.

Our executive officers and directors, and the partners of our investment adviser, AIM, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. Moreover, we note that, notwithstanding the difference in principal investment objectives between us and other Apollo funds, such other Apollo sponsored funds, including new affiliated potential pooled investment vehicles or managed accounts not yet established (whether managed or sponsored by those Apollo affiliates or AIM itself), have and may from time to time have overlapping investment objectives with us and, accordingly, invest in, whether principally or secondarily, asset classes similar to those targeted by us. To the extent such other investment vehicles have overlapping investment objectives, the scope of opportunities otherwise available to us may be adversely affected and/or reduced. As a result, certain partners of AIM may face conflicts in their time management and commitments as well as in the allocation of investment opportunities to other Apollo funds. In addition, in the event such investment opportunities are allocated among us and other investment vehicles managed or sponsored by, or affiliated with, AIM our desired investment portfolio may be adversely affected. Although AIM endeavors to allocate investment opportunities in a fair and equitable manner, it is possible that we may not be given the opportunity to participate in certain investments made by investment funds managed by AIM or investment managers affiliated with AIM.

There are no information barriers amongst Apollo and certain of its affiliates. If AIM were to receive material non-public information about a particular company, or have an interest in investing in a particular company, Apollo or certain of its affiliates may be prevented from investing in such company. Conversely, if Apollo or certain of its affiliates were to receive material non-public information about a particular company, or have an interest in investing in a particular company, we may be prevented from investing in such company.

AIM and/or its affiliates and investment managers may determine that an investment is appropriate both for us and for one or more other funds. In such event, depending on the availability of such investment and other appropriate factors, AIM may determine that we should invest on a side-by-side basis with one or more other funds. We may make all such investments subject to compliance with applicable regulations and interpretations, and our allocation procedures. In certain circumstances negotiated co-investments may be made only if we receive an order from the SEC permitting us to do so. There can be no assurance that any such order will be obtained.

 

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In the course of our investing activities, we pay management and incentive fees to AIM, and reimburse AIM for certain expenses it incurs. As a result, investors in our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in, among other things, a lower rate of return than one might achieve through direct investments. As a result of this arrangement, there may be times when the management team of AIM has interests that differ from those of our common stockholders, giving rise to a conflict.

AIM receives a quarterly incentive fee based, in part, on our pre-incentive fee income, if any, for the immediately preceding calendar quarter. This incentive fee will not be payable to AIM unless the pre-incentive net investment income exceeds the performance threshold. To the extent we or AIM are able to exert influence over our portfolio companies, the quarterly pre-incentive fee may provide AIM with an incentive to induce our portfolio companies to prepay interest or other obligations in certain circumstances.

We have entered into a royalty-free license agreement with Apollo, pursuant to which Apollo has agreed to grant us a non-exclusive license to use the name “Apollo.” Under the license agreement, we have the right to use the “Apollo” name for so long as AIM or one of its affiliates remains our investment adviser. In addition, we rent office space from AIA, an affiliate of AIM, and pay Apollo Administration our allocable portion of overhead and other expenses incurred by AIA in performing its obligations under the administration agreement, including our allocable portion of the cost of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, which can create conflicts of interest that our board of directors must monitor.

In the past following periods of volatility in the market price of a company’s securities, securities class action litigation has, from time to time, been brought against that company.

If our stock price fluctuates significantly, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

Changes in laws or regulations governing our operations may adversely affect our business.

We and our portfolio companies are subject to regulation by laws at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any change in these laws or regulations could have a material adverse affect on our business.

Provisions of the Maryland General Corporation Law and of our charter and bylaws could deter takeover attempts and have an adverse impact on the price of our common stock.

The Maryland General Corporation Law, our charter and our bylaws contain provisions that may discourage, delay or make more difficult a change in control of Apollo Investment or the removal of our directors. We are subject to the Maryland Business Combination Act, subject to any applicable requirements of the 1940 Act. Our board of directors has adopted a resolution exempting from the Business Combination Act any business combination between us and any other person, subject to prior approval of such business combination by our board of directors, including approval by a majority of our disinterested directors. If the resolution exempting business combinations is repealed or our board of directors does not approve a business combination, the Business Combination Act may discourage third parties from trying to acquire control of us and increase the difficulty of consummating such an offer. Our bylaws exempt from the Maryland Control Share Acquisition Act acquisitions of our common stock by any person. If we amend our bylaws to repeal the exemption from the Control Share Acquisition Act, the Control Share Acquisition Act also may make it more difficult for a third party to obtain control of us and increase the difficulty of consummating such an offer.

We have also adopted other measures that may make it difficult for a third party to obtain control of us, including provisions of our charter classifying our board of directors in three classes serving staggered three-year terms, and provisions of our charter authorizing our board of directors to classify or reclassify shares of our stock in one or more classes or series, to cause the issuance of additional shares of our stock, and to amend our charter,

 

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without stockholder approval, to increase or decrease the number of shares of stock that we have authority to issue. These provisions, as well as other provisions of our charter and bylaws, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.

We may choose to pay dividends in our own common stock, in which case you may be required to pay federal income taxes in excess of the cash dividends you receive.

We may distribute taxable dividends that are payable in cash and shares of our common stock at the election of each stockholder. Under IRS Revenue Procedure 2009-15, up to 90% of any such taxable dividend for a RIC’s taxable years ending on or before December 31, 2009 could be payable in our common stock with the 10% or greater balance paid in cash. The Internal Revenue Service has also issued (and where Revenue Procedure 2009-15 is not currently applicable, the Internal Revenue Service continues to issue) private letter rulings on cash/stock dividends paid by regulated investment companies and real estate investment trusts using a 20% cash standard (instead of the 10% cash standard of Revenue Procedure 2009-15) if certain requirements are satisfied. Stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in common stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock. It is unclear whether and to what extent we will be able to pay taxable dividends in cash and common stock (whether pursuant to Revenue Procedure 2009-15, a private letter ruling or otherwise).

Climate Change

There is evidence of global climate change. Climate change creates physical and financial risk and some of our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increased energy use due to weather changes may require additional investments by our portfolio companies engaged in the energy business in more pipelines and other infrastructure to serve increased demand. Increases in the cost of energy also could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of our portfolio companies’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Energy companies could also be affected by the potential for lawsuits against or taxes or other regulatory costs imposed on greenhouse gas emitters, based on links drawn between greenhouse gas emissions and climate change.

RISKS RELATED TO OUR INVESTMENTS

Our investments in prospective portfolio companies are risky, and you could lose all or part of your investment.

Investment in middle-market companies is speculative and involves a number of significant risks including a high degree of risk of credit loss. Middle-market companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment. In addition, they typically have shorter operating histories,

 

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narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Middle-market companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us. Middle-market companies also generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, directors and our investment adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies.

We invest primarily in mezzanine debt and senior secured loans and we may not realize gains from our equity investments.

Mezzanine loans are generally unsecured and junior to other indebtedness of the issuer. As a consequence, the holder of a mezzanine loan may lack adequate protection in the event the issuer becomes distressed or insolvent and will likely experience a lower recovery than more senior debtholders in the event the issuer defaults on its indebtedness. In addition, mezzanine loans of middle market companies are often highly illiquid and in adverse market conditions may experience steep declines in valuation even if they are fully performing.

Senior secured loans are the most senior form of indebtedness of an issuer and, due to the ability of the lender to sell the collateral to repay its loan in the event of default, the lender will likely experience more favorable recovery than more junior creditors in the event of the issuer defaults on its indebtedness.

When we invest in mezzanine and senior secured loans, we have and may continue to acquire warrants or other equity securities as well. In addition, we may invest directly in the equity securities of portfolio companies. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

During portions of fiscal 2010, the economy was in the midst of a recession and in a difficult part of a credit cycle. Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our loans during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods if we are required to write down the values of our investments. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we or one of our affiliates may have structured our interest as senior debt, depending on the facts and circumstances, including the extent to which we actually provided significant managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt holding and subordinate all or a portion of our claim to that of other creditors.

 

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Our ability to invest in public companies may be limited in certain circumstances.

As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a market capitalization that is less than $250 million at the time of such investment.

Our portfolio contains a limited number of portfolio companies, which subjects us to a greater risk of significant loss if any of these companies defaults on its obligations under any of its debt securities.

A consequence of the limited number of investments in our portfolio is that the aggregate returns we realize may be significantly adversely affected if one or more of our significant portfolio company investments perform poorly or if we need to write down the value of any one significant investment. Beyond our income tax diversification requirements, we do not have fixed guidelines for diversification, and our portfolio could contain relatively few portfolio companies.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing or (3) attempt to preserve or enhance the value of our investment.

We may elect not to make follow-on investments, may be constrained in our ability to employ available funds, or otherwise may lack sufficient funds to make those investments. We have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, or because we are inhibited by compliance with BDC requirements or the desire to maintain our tax status.

When we do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

We do not generally take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in a portfolio company, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

An investment strategy focused primarily on privately-held companies presents certain challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.

We have invested and will continue to invest primarily in privately-held companies. Generally, little public information exists about these companies, and we are required to rely on the ability of AIM’s investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies.

 

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If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately-held companies frequently have less diverse product lines and smaller market presence than public company competitors, which often are larger. These factors could affect our investment returns.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We have invested and intend to invest primarily in mezzanine and senior debt securities issued by our portfolio companies. The portfolio companies usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company. In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors.

Our incentive fee may induce AIM to make certain investments, including speculative investments.

The incentive fee payable by us to AIM may create an incentive for AIM to make investments on our behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee payable to AIM is determined, which is calculated separately in two components as a percentage of the income (subject to a performance threshold) and as a percentage of the realized gain on invested capital, may encourage our investment adviser to use leverage to increase the return on our investments. Under certain circumstances, the use of leverage may increase the likelihood of default, which would disfavor the holders of our common stock, including investors in offerings of common stock, securities convertible into our common stock or warrants representing rights to purchase our common stock or securities convertible into our common stock. In addition, AIM receives the incentive fee based, in part, upon net capital gains realized on our investments. Unlike the portion of the incentive fee based on income, there is no performance threshold applicable to the portion of the incentive fee based on net capital gains. As a result, AIM may have a tendency to invest more in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

The incentive fee payable by us to AIM also may create an incentive for AIM to invest on our behalf in instruments that have a deferred interest feature. Under these investments, we would accrue the interest over the life of the investment but would not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. Thus, while a portion of this incentive fee would be based on income that we have not yet received in cash and with respect to which we do not have a formal claw-back right against our investment adviser per se, the amount of accrued income to the extent written off in any period will reduce the income in the period in which such write-off was taken and thereby reduce such period’s incentive fee payment.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent we so invest, will bear our ratable share of any such investment

 

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company’s expenses, including management and performance fees. We will also remain obligated to pay management and incentive fees to AIM with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our common stockholders will bear his or her share of the management and incentive fee of AIM as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.

We may be obligated to pay our investment adviser incentive compensation even if we incur a loss.

Our investment adviser is entitled to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our pre-incentive fee net investment income for that quarter (before deducting incentive compensation) above a performance threshold for that quarter. Accordingly, since the performance threshold is based on a percentage of our net asset value, decreases in our net asset value make it easier to achieve the performance threshold. Our pre-incentive fee net investment income for incentive compensation purposes excludes realized and unrealized capital losses or depreciation that we may incur in the fiscal quarter, even if such capital losses or depreciation result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay AIM incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter.

Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks are likely to be more pronounced for investments in companies located in emerging markets and particularly for middle-market companies in these economies.

Although most of our investments are denominated in U.S. dollars, our investments that are denominated in a foreign currency are subject to the risk that the value of a particular currency may change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk or, that if we do, such strategies will be effective.

Hedging transactions may expose us to additional risks.

If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

 

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While we may enter into transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

RISKS RELATED TO ISSUANCE OF OUR PREFERRED STOCK

An investment in our preferred stock should not constitute a complete investment program.

If we issue preferred stock, the net asset value and market value of our common stock may become more volatile.

We cannot assure you that the issuance of preferred stock would result in a higher yield or return to the holders of the common stock. The issuance of preferred stock would likely cause the net asset value and market value of the common stock to become more volatile. If the dividend rate on the preferred stock were to approach the net rate of return on our investment portfolio, the benefit of leverage to the holders of the common stock would be reduced. If the dividend rate on the preferred stock were to exceed the net rate of return on our portfolio, the leverage would result in a lower rate of return to the holders of common stock than if we had not issued preferred stock. Any decline in the net asset value of our investments would be borne entirely by the holders of common stock. Therefore, if the market value of our portfolio were to decline, the leverage would result in a greater decrease in net asset value to the holders of common stock than if we were not leveraged through the issuance of preferred stock. This greater net asset value decrease would also tend to cause a greater decline in the market price for the common stock. We might be in danger of failing to maintain the required asset coverage of the preferred stock or of losing our ratings on the preferred stock or, in an extreme case, our current investment income might not be sufficient to meet the dividend requirements on the preferred stock. In order to counteract such an event, we might need to liquidate investments in order to fund a redemption of some or all of the preferred stock. In addition, we would pay (and the holders of common stock would bear) all costs and expenses relating to the issuance and ongoing maintenance of the preferred stock, including higher advisory fees if our total return exceeds the dividend rate on the preferred stock. Holders of preferred stock may have different interests than holders of common stock and may at times have disproportionate influence over our affairs.

Holders of any preferred stock we might issue would have the right to elect members of the board of directors and class voting rights on certain matters.

Holders of any preferred stock we might issue, voting separately as a single class, would have the right to elect two members of the board of directors at all times and in the event dividends become two full years in arrears would have the right to elect a majority of the directors until such arrearage is completely eliminated. In addition, preferred stockholders have class voting rights on certain matters, including changes in fundamental investment restrictions and conversion to open-end status, and accordingly can veto any such changes. Restrictions imposed on the declarations and payment of dividends or other distributions to the holders of our common stock and preferred stock, both by the 1940 Act and by requirements imposed by rating agencies or the terms of our credit facilities, might impair our ability to maintain our qualification as a RIC for federal income tax purposes. While we would intend to redeem our preferred stock to the extent necessary to enable us to distribute our income as required to maintain our qualification as a RIC, there can be no assurance that such actions could be effected in time to meet the tax requirements.

 

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RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK

Investing in our securities involves a high degree of risk and is highly speculative.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive, therefore, an investment in our securities may not be suitable for someone with a low risk tolerance.

There is a risk that investors in our equity securities may not receive dividends or that our dividends may not grow over time and that investors in our debt securities may not receive all of the interest income to which they are entitled.

We intend to make distributions on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income in cash to obtain tax benefits as a RIC.

If we do not distribute at least 98% of our annual taxable income (excluding net long-term capital gains retained or deemed to be distributed) in the year earned, we generally will be required to pay a non-deductible excise tax on amounts carried over and distributed to stockholders in the next year equal to 4% of the amount by which 98% of our annual taxable income available for distribution exceeds the distributions from such income for the current year.

Finally, if more stockholders opt to receive cash dividends rather than participate in our dividend reinvestment plan, we may be forced to liquidate some of our investments and raise cash in order to make cash dividend payments.

Our shares may trade at discounts from net asset value or at premiums that are unsustainable over the long term.

Shares of business development companies may trade at a market price that is less than the net asset value that is attributable to those shares. The possibility that our shares of common stock will trade at a discount from net asset value or at a premium that is unsustainable over the long term are separate and distinct from the risk that our net asset value will decrease. It is not possible to predict whether shares will trade at, above, or below net asset value.

Investigations and Reviews of Affiliate Use of Placement Agents Could Harm Our Reputation; Depress Our Stock Price or Have Other Negative Consequences.

While AIC has not, to date, raised any funds through the use of placement agents (other than through the ordinary course engagement of underwriters, from time to time, in connection with the public offering of AIC’s securities), affiliates of AIM sometimes use placement agents to assist in marketing certain of the investment funds that they manage. Various state attorneys general and regulatory agencies have initiated industry-wide investigations into the use of placement agents in connection with the solicitation of investments, particularly

 

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with respect to investments by public pension funds. Certain affiliates of AGM have received subpoenas and other requests for information from various government regulatory agencies and investors in AGM’s funds, seeking information regarding the use of placement agents. California Public Employees’ Retirement System (“CalPERS”), one of AGM’s strategic investors, announced on October 14, 2009, that it had initiated a special review of placement agents and related issues. AGM is cooperating with all such investigations and other reviews. In addition, on May 6, 2010, the California Attorney General filed a civil complaint against Alfred Villalobos and his company, Arvco Capital Research, LLC (a placement agent that AGM has used), and Federico Buenrostro Jr., the former CEO of CalPERS, alleging conduct in violation of certain California laws in connection with CalPERS’ purchase of securities in various funds managed by AGM and another asset manager. No AGM entity is a party to the civil lawsuit, and the lawsuit does not allege any misconduct on the part of AIC, AIM or AGM. AGM has informed us that it believes it has handled its use of placement agents in an appropriate manner. AGM has received requests for information in connection with certain of these investigations and is cooperating with such requests. Any unanticipated developments from these or future investigations or changes in industry practice may adversely affect AGM’s business (including with respect to AIM) or indirectly thereby, AIC’s business. Even if these investigations or changes in industry practice do not directly or indirectly affect AGM’s or AIC’s respective businesses, adverse publicity could harm our reputation and may cause us to lose existing investors, fail to gain new investors, depress our stock price or have other negative consequences.

The market price of our securities may fluctuate significantly.

The market price and liquidity of the market for our securities may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

 

   

volatility in the market price and trading volume of securities of business development companies or other companies in our sector, which are not necessarily related to the operating performance of these companies;

 

   

changes in regulatory policies or tax guidelines, particularly with respect to RICs or business development companies;

 

   

loss of RIC status;

 

   

changes in earnings or variations in operating results;

 

   

changes in the value of our portfolio of investments;

 

   

any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

 

   

departure of AIM’s key personnel;

 

   

operating performance of companies comparable to us;

 

   

general economic trends and other external factors; and

 

   

loss of a major funding source.

We may be unable to invest the net proceeds raised from offerings on acceptable terms, which would harm our financial condition and operating results.

Until we identify new investment opportunities, we intend to either invest the net proceeds of future offerings in interest-bearing deposits or other short-term instruments or use the net proceeds from such offerings to reduce then-outstanding obligations under our credit facility. We cannot assure you that we will be able to find enough appropriate investments that meet our investment criteria or that any investment we complete using the proceeds from an offering will produce a sufficient return.

 

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Sales of substantial amounts of our securities may have an adverse effect on the market price of our securities.

Sales of substantial amounts of our securities, or the availability of such securities for sale, could adversely affect the prevailing market prices for our securities. If this occurs and continues, it could impair our ability to raise additional capital through the sale of securities should we desire to do so.

Stockholders may experience dilution in their ownership percentage if they do not participate in our dividend reinvestment plan.

All dividends declared in cash payable to stockholders that are participants in our dividend reinvestment plan are generally automatically reinvested in shares of our common stock. As a result, stockholders that do not participate in the dividend reinvestment plan may experience dilution over time. Stockholders who do not elect to receive dividends in shares of common stock may experience accretion to the net asset value of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the dividend payable to a stockholder.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

As of March 31, 2010, we do not own any real estate or other physical properties materially important to our operation. Our administrative and principal executive offices are located at 730 Fifth Avenue, New York, NY 10019 and 9 West 57th Street, New York, NY 10019, respectively. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Item 3. Legal Proceedings

As of March 31, 2010, we were not subject to any material pending legal proceedings.

As previously disclosed on April 13, 2010, by InnKeepers USA Trust (“InnKeepers”), a wholly-owned subsidiary of the Company, InnKeepers has not made certain scheduled monthly interest payments on certain of its debt obligations, and has retained financial and legal advisors to assist it in an evaluation of financial alternatives, including a potential restructuring of its balance sheet. On May 21, 2010, the special servicer with respect to certain of InnKeepers’ indebtedness, Midland Loan Services, Inc. filed a complaint against the Company in New York Supreme Court, New York County. The Complaint alleges that InnKeepers has failed to timely complete certain property improvements guaranteed by the Company and asserts a single claim for specific performance of the guaranty. The Company intends to vigorously defend the lawsuit, to which it believes it has meritorious defenses.

 

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

PRICE RANGE OF COMMON STOCK

Our common stock is traded on the NASDAQ Global Select Market under the symbol “AINV.” The following table lists the high and low closing sale price for our common stock, the closing sale price as a percentage of net asset value, or NAV and quarterly dividends per share since shares of our common stock began being regularly quoted on NASDAQ.

 

     NAV(1)    Closing Sales Price    Premium or
Discount of
High Sales
Price to
NAV(2)
    Premium or
Discount of
Low Sales
Price to
NAV(2)
    Declared
Dividends
        High    Low       

Fiscal Year Ending March 31, 2010

               

Fourth Fiscal Quarter

   $ 10.06    $ 12.73    $ 9.82    127   98   $ 0.28

Third Fiscal Quarter

   $ 10.40    $ 10.12    $ 8.81    97   85   $ 0.28

Second Fiscal Quarter

   $ 10.29    $ 10.31    $ 5.18    100   50   $ 0.28

First Fiscal Quarter

   $ 10.15    $ 7.02    $ 3.97    69   39   $ 0.26

Fiscal Year Ending March 31, 2009

               

Fourth Fiscal Quarter

   $ 9.82    $ 9.76    $ 2.05    99   21   $ 0.26

Third Fiscal Quarter

   $ 9.87    $ 15.85    $ 6.08    161   62   $ 0.52

Second Fiscal Quarter

   $ 13.73    $ 17.99    $ 13.11    131   95   $ 0.52

First Fiscal Quarter

   $ 15.93    $ 18.59    $ 14.33    117   90   $ 0.52

 

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2) Calculated as of the respective high or low closing sales price divided by the quarter end NAV.

While our common stock has from time to time traded in excess of our net asset value, there can be no assurance, however, that it will trade at such a premium (to net asset value) in the future. The last reported closing market price of our common stock on May 13, 2010 was $11.71 per share. As of May 13, 2010, we had 98 stockholders of record.

DIVIDENDS

We intend to continue to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our board of directors.

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.

 

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We may not be able to achieve operating results that will allow us to make dividends and distributions at a specific level or to increase the amount of these dividends and distributions from time to time. In addition, we may be limited in our ability to make dividends and distributions due to the asset coverage test for borrowings when applicable to us as a business development company under the 1940 Act and due to provisions in current and future credit facilities. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax consequences, including possible loss of our RIC status. We cannot assure stockholders that they will receive any dividends and distributions or dividends and distributions at a particular level.

All dividends declared in cash payable to stockholders that are participants in our dividend reinvestment plan are generally automatically reinvested in shares of our common stock. As a result, stockholders that do not participate in the dividend reinvestment plan may experience dilution over time. Stockholders who do not elect to receive dividends in shares of common stock may experience accretion to the net asset value of their shares if our shares are trading at a premium and dilution if our shares are trading at a discount. The level of accretion or discount would depend on various factors, including the proportion of our stockholders who participate in the plan, the level of premium or discount at which our shares are trading and the amount of the dividend payable to a stockholder.

The following table lists the quarterly dividends per share from our common stock for the past two fiscal years.

 

     Declared Dividends

Fiscal Year Ending March 31, 2010

  

Fourth Fiscal Quarter

   $ 0.28

Third Fiscal Quarter

   $ 0.28

Second Fiscal Quarter

   $ 0.28

First Fiscal Quarter

   $ 0.26

Fiscal Year Ending March 31, 2009

  

Fourth Fiscal Quarter

   $ 0.26

Third Fiscal Quarter

   $ 0.52

Second Fiscal Quarter

   $ 0.52

First Fiscal Quarter

   $ 0.52

Recent Sale of Unregistered Securities

We did not engage in any sales of unregistered securities during the fiscal year ended March 31, 2010.

 

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STOCK PERFORMANCE GRAPH

This graph compares the return on our common stock with that of the Standard & Poor’s 500 Stock Index and the Russell 2000 Financial Services Index, for the period April 8, 2004 (inception of Apollo Investment Corporation) through March 31, 2010. The graph assumes that, on April 8, 2004, a person invested $100 in each of the following: our common stock, the S&P 500 Index, and the Russell 2000 Financial Services Index. The graph measures total stockholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are invested in like securities.

LOGO

The graph and other information furnished under this Part II Item 5 of this Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the 1934 Act. The stock price performance included in the above graph is not necessarily indicative of future stock price performance.

 

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Item 6. Selected Financial Data

The Statement of Operations, Per Share and Balance Sheet data for the fiscal years ended March 31, 2010, 2009, 2008, 2007, and 2006 are derived from our financial statements which have been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm. This selected financial data should be read in conjunction with our financial statements and related notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this report.

 

     For the Year Ended March 31,
(dollar amounts in thousands,
except per share data)
 

Statement of Operations Data:

   2010     2009     2008     2007     2006  

Total Investment Income

   $ 340,238      $ 377,304      $ 357,878      $ 266,101      $ 152,827   

Net Expenses (including taxes)

   $ 140,828      $ 170,973      $ 156,272      $ 140,783      $ 63,684   

Net Investment Income

   $ 199,410      $ 206,331      $ 201,606      $ 125,318      $ 89,143   

Net Realized and Unrealized Gains (Losses)

   $ 63,880      $ (818,210   $ (235,044   $ 186,848      $ 31,244   

Net Increase (Decrease) in Net Assets Resulting from Operations

   $ 263,290      $ (611,879   $ (33,438   $ 312,166      $ 120,387   

Per Share Data:

          

Net Asset Value

   $ 10.06      $ 9.82      $ 15.83      $ 17.87      $ 15.15   

Net Increase (Decrease) in Net Assets Resulting from Operations

   $ 1.65      $ (4.39   $ (0.30   $ 3.64      $ 1.90   

Distributions Declared

   $ 1.10      $ 1.82      $ 2.07      $ 1.93      $ 1.63   

Balance Sheet Data:

          

Total Assets

   $ 3,465,116      $ 2,548,639      $ 3,724,324      $ 3,523,218      $ 2,511,074   

Borrowings Outstanding

   $ 1,060,616      $ 1,057,601      $ 1,639,122      $ 492,312      $ 323,852   

Total Net Assets

   $ 1,772,806      $ 1,396,138      $ 1,897,908      $ 1,849,748      $ 1,229,855   

Other Data:

          

Total Return(1)

     313.0     (73.9 )%      (17.5 )%      31.7     12.9

Number of Portfolio Companies at Period End

     67        72        71        57        46   

Total Portfolio Investments for the Period

   $ 716,425      $ 434,995      $ 1,755,913      $ 1,446,730      $ 1,110,371   

Investment Sales and Prepayments for the Period

   $ 451,687      $ 339,724      $ 714,225      $ 845,485      $ 452,325   

Weighted Average Yield on Debt Portfolio at Period End

     11.8     11.7     12.0     13.1     13.1

 

(1) Total return is based on the change in market price per share and takes into account dividends and distributions, if any, reinvested in accordance with Apollo Investment’s dividend reinvestment plan.

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this report.

Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including 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;

 

   

our contractual arrangements and relationships with third parties;

 

   

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 generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

OVERVIEW

Apollo Investment was incorporated under the Maryland General Corporation Law in February 2004. We have elected to be treated as a BDC under the 1940 Act. As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. Apollo Investment commenced operations on April 8, 2004 upon completion of its initial public offering that raised $870 million in net proceeds selling 62 million shares of its common stock at a price of $15.00 per share. Since then, and through March 31, 2010, we have raised approximately $1.7 billion in net proceeds from additional offerings of common stock. Subsequently, in April 2010, the Company raised an additional $204 million from an offering of common stock, bringing the total net proceeds from additional offerings of common stock since inception to approximately $1.9 billion.

 

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Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make. As a business development company, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted in 2006, the SEC expanded the definition of “eligible portfolio company” to include certain public companies that do not have any securities listed on a national securities exchange. The SEC also adopted an additional rule under the 1940 Act to expand the definition of “eligible portfolio company” to include companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million. This rule became effective on July 21, 2008.

Revenue

We generate revenue primarily in the form of interest and dividend income from the securities we hold and capital gains, if any, on investment securities that we may acquire in portfolio companies. Our debt investments, whether in the form of mezzanine or senior secured loans, generally have a stated term of five to ten years and bear interest at a fixed rate or a floating rate usually determined on the basis of a benchmark: LIBOR, EURIBOR, GBP LIBOR, or the prime rate. Interest on debt securities is generally payable quarterly or semiannually and while U.S. subordinated debt and corporate notes typically accrue interest at fixed rates, some of our investments may include zero coupon and/or step-up bonds that accrue income on a constant yield to call or maturity basis. In addition, some of our investments provide for PIK. Such amounts of accrued payment-in-kind (“PIK”) interest or dividends are added to the cost of the investment on the respective capitalization dates and generally become due at maturity or upon being called by the issuer. We may also generate revenue in the form of commitment, origination, structuring fees, fees for providing managerial assistance and, if applicable, consulting fees, etc.

Expenses

All investment professionals of the investment adviser and their staff, when and to the extent engaged in providing investment advisory and management services to us, and the compensation and routine overhead expenses of that personnel which is allocable to those services are provided and paid for by AIM. We bear all other costs and expenses of our operations and transactions, including those relating to:

 

   

investment advisory and management fees;

 

   

expenses incurred by AIM payable to third parties, including agents, consultants or other advisors, in monitoring our financial and legal affairs and in monitoring our investments and performing due diligence on our prospective portfolio companies;

 

   

calculation of our net asset value (including the cost and expenses of any independent valuation firm);

 

   

direct costs and expenses of administration, including independent registered public accounting and legal costs;

 

   

costs of preparing and filing reports or other documents with the SEC;

 

   

interest payable on debt, if any, incurred to finance our investments;

 

   

offerings of our common stock and other securities;

 

   

registration and listing fees;

 

   

fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments;

 

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transfer agent and custodial fees;

 

   

taxes;

 

   

independent directors’ fees and expenses;

 

   

marketing and distribution-related expenses;

 

   

the costs of any reports, proxy statements or other notices to stockholders, including printing and postage costs;

 

   

our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;

 

   

organizational costs; and

 

   

all other expenses incurred by us or the Administrator in connection with administering our business, such as our allocable portion of overhead under the administration agreement, including rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs.

We expect our general and administrative operating expenses related to our ongoing operations to increase moderately in dollar terms. During periods of asset growth, we generally expect our general and administrative operating expenses to decline as a percentage of our total assets and increase during periods of asset declines. Incentive fees, interest expense and costs relating to future offerings of securities, among others, may also increase or reduce overall operating expenses based on portfolio performance, benchmarks LIBOR and EURIBOR, and offerings of our securities relative to comparative periods, among other factors.

Portfolio and Investment Activity

During our fiscal year ended March 31, 2010, we invested $716 million across 5 new and 24 existing portfolio companies, primarily through opportunistic secondary market purchases. This compares to investing $435 million in 12 new and 13 existing portfolio companies for the previous fiscal year ended March 31, 2009. Investments sold or prepaid during the fiscal year ended March 31, 2010 totaled $452 million versus $340 million for the fiscal year ended March 31, 2009.

At March 31, 2010, our net portfolio consisted of 67 portfolio companies and was invested 30% in senior secured loans, 59% in subordinated debt, 1% in preferred equity and 10% in common equity and warrants measured at fair value versus 72 portfolio companies invested 26% in senior secured loans, 58% in subordinated debt, 5% in preferred equity and 11% in common equity and warrants at March 31, 2009.

The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio as of March 31, 2010 at our current cost basis were 8.5%, 13.5% and 11.8%, respectively. At March 31, 2009, the yields were 8.2%, 13.2%, and 11.7%, respectively.

Since the initial public offering of Apollo Investment in April 2004 and through March 31, 2010, invested capital totaled $6.3 billion in 128 portfolio companies. Over the same period, Apollo Investment completed transactions with more than 85 different financial sponsors.

At March 31, 2010, 64% or $1.6 billion of our income-bearing investment portfolio is fixed rate debt and 36% or $0.9 billion is floating rate debt, measured at fair value. On a cost basis, 65% or $1.8 billion of our income-bearing investment portfolio is fixed rate debt and 35% or $1.0 billion is floating rate debt. At March 31, 2009, 70% or $1.5 billion of our income-bearing investment portfolio was fixed rate debt and 30% or $0.7 billion was floating rate debt. On a cost basis, 66% or $2.0 billion of our income-bearing investment portfolio is fixed rate debt and 34% or $1.0 billion is floating rate debt.

 

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As previously disclosed on April 13, 2010, by InnKeepers USA Trust (“InnKeepers”), a wholly-owned subsidiary of the Company, InnKeepers has not made certain scheduled monthly interest payments on certain of its debt obligations, and has retained financial and legal advisors to assist it in an evaluation of financial alternatives, including a potential restructuring of its balance sheet. On May 21, 2010, the special servicer with respect to certain of InnKeepers’ indebtedness, Midland Loan Services, Inc. filed a complaint against the Company in New York Supreme Court, New York County. The Complaint alleges that InnKeepers has failed to timely complete certain property improvements guaranteed by the Company and asserts a single claim for specific performance of the guaranty. The Company intends to vigorously defend the lawsuit, to which it believes it has meritorious defenses. Innkeepers’ financial distress has caused us to incur significant unrealized depreciation on our investment in Grand Prix Holdings LLC.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our critical accounting policies are further described in the notes to the financial statements.

Valuation of Portfolio Investments

Under procedures established by our board of directors, we value investments, including certain senior secured debt, subordinated debt, and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets. Investments maturing in 60 days or less are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our board of directors. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and discussed with senior management of our investment adviser;

(3) independent valuation firms engaged by our board of directors conduct independent appraisals and review our investment adviser’s preliminary valuations and make their own independent assessment;

(4) the audit committee of the board of directors reviews the preliminary valuation of our investment adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

(5) the board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our investment adviser, the respective independent valuation firm and the audit committee.

 

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Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered in the valuation process of independent valuation firms. For the fiscal year ended March 31, 2010, there has been no change to the Company’s valuation techniques and related inputs considered in the valuation process.

In September 2006, the Financial Accounting Standards Board issued guidance related to Fair Value Measurements. This guidance defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This guidance was effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted this guidance for our first fiscal quarter ended June 30, 2008.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

On October 10, 2008, revised guidance was issued which provides examples of how to determine fair value in a market that is not active. It did not change the fair value measurement principles set forth in ASC 820. Furthermore, on April 9, 2009, the FASB issued additional revised guidance which provides information on estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. It also includes guidance on identifying circumstances that indicate a transaction is not orderly. According to this guidance in the above circumstances, more analysis and significant adjustments to transaction or quoted prices may be necessary to estimate fair value. In addition, it requires disclosure of any changes in valuation techniques and related inputs resulting from the application. The total effect of the change in valuation techniques and related inputs must also be disclosed by major asset category. This revised guidance was effective for periods ending after June 15, 2009. The adoption did not have a material effect on the Company’s financial position or results of operations.

Accounting Standards Update No. 2010-06, Improving Disclosure about Fair Value Measurements was released in January 2010 and is effective for periods beginning after December 15, 2009. This update improves financial statement disclosure around transfers in and out of level 1 and 2 fair value measurements, around valuation techniques and inputs and around other related disclosures. Transfers between levels, if any, are recognized at the end of the reporting period. See certain additional disclosures in note 6 to our financial statements.

 

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Revenue Recognition

The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments may have contractual PIK interest or dividends. PIK represents contractual interest or dividends accrued and is added to the cost of the investment on the respective capitalization dates and generally becomes due at maturity or upon being called by the issuer. Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts into income. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Structuring fees are recorded as other income when earned.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation

We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

RESULTS OF OPERATIONS

Results comparisons are for the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008.

Investment Income

For the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008, gross investment income totaled $340.2 million, $377.3 million and $357.9 million, respectively. The decrease in gross investment income from fiscal year 2009 to fiscal year 2010 was primarily due to two factors: the reduction in the size of the income-producing portfolio as compared to the previous fiscal year and the reduction in average LIBOR of over 150 basis points year over year. The increase in gross investment income from fiscal year 2008 to fiscal year 2009 was primarily due to changes in the composition of the portfolio as compared to the previous fiscal year.

Expenses

Net operating expenses totaled $139.6 million, $170.5 million and $154.4 million, respectively, for the fiscal years ended March 31, 2010, March 31, 2009 and March 31, 2008, of which $103.9 million, $111.3 million and $90.3 million, respectively, were base management fees and performance-based incentive fees and $24.5 million, $48.9 million and $55.8 million, respectively, were interest and other credit facility expenses. Of these net operating expenses, general and administrative expenses totaled $11.2 million, $10.3 million and $8.3 million, respectively, for the fiscal years ended March 31, 2010, 2009 and 2008. Net 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 decrease in net expenses from fiscal 2009 to 2010 was primarily related to the decrease in interest and other credit facility expenses due to the reduction in average LIBOR in the year over year period coupled with the lower average outstanding balance on the credit facility during fiscal year 2010 as compared to fiscal year 2009. The increase in net expenses from fiscal 2008 to 2009 was primarily related to the increase in performance-based incentive expenses accrued during fiscal 2009 as compared to those accrued during fiscal 2008. In addition, excise tax expense totaled $1.2 million, $0.5 million, and $1.9 million for the fiscal years ended March 31, 2010, 2009 and 2008.

 

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Net Investment Income

The Company’s net investment income totaled $199.4 million, $206.3 million and $201.6 million, or $1.26, $1.48, and $1.82, on a per average share basis, respectively, for the fiscal years ended March 31, 2010, 2009 and 2008.

Net Realized Gains (Losses)

The Company had investment sales and prepayments totaling $452 million, $340 million and $714 million, respectively, for the fiscal years ended March 31, 2010, 2009 and 2008. Net realized losses for the fiscal year ended March 31, 2010 were $473.0 million. Net realized losses for the fiscal year ended March 31, 2009 were $83.7 million and the net realized gains were $54.3 million for the fiscal year ended March 31, 2008. Net realized losses incurred during fiscal year 2010 were primarily related to sales and restructurings of certain underperforming portfolio companies, various portfolio optimization measures, and our liquidity management strategy during the financial crisis early in our fiscal year. Net realized losses incurred in fiscal 2009 were mainly derived from selective exits of underperforming investments. Net realized gains for fiscal 2008 were mainly derived from exits from certain outperforming investments.

Net Unrealized Appreciation (Depreciation) on Investments, Cash Equivalents and Foreign Currencies

For the fiscal year ended March 31, 2010, net change in unrealized appreciation on the Company’s investments, cash equivalents, foreign currencies and other assets and liabilities totaled $536.9 million. For the fiscal years ended March 31, 2009 and 2008, net change in unrealized depreciation on the Company’s investments, cash equivalents, foreign currencies and other assets and liabilities totaled $734.5 million and $289.3 million, respectively. Net unrealized appreciation for fiscal 2010 was primarily due to the recognition of realized losses which reversed unrealized depreciation, net changes in specific portfolio company fundamentals, and improving capital market conditions. During fiscal 2009, a material increase in unrealized depreciation was recognized from significantly lower fair value determinations on many of our investments. These lower fair values were driven primarily from the general market dislocation, the illiquid capital markets, and the then current market expectations for pricing increased credit risk and default assumptions. For the fiscal 2008 period, unrealized depreciation generally stemmed from lower fair values on certain investments as compared to the prior fiscal year.

Net Increase (Decrease) in Net Assets From Operations

For the fiscal year ended March 31, 2010, the Company had a net increase in net assets resulting from operations of $263.3 million. For the fiscal years ended March 31, 2009 and 2008, the Company had a net decrease in net assets resulting from operations of $611.9 million and $33.4 million, respectively. For the year ended March 31, 2010, earnings per average share were $1.65. The loss per average share was $4.39 and $0.30 for the years ended March 31, 2009 and 2008, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity offerings, our senior secured, multi-currency $1.56 billion revolving credit facility (see note 12 within the Notes to Financial Statements), 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 March 31, 2010, the Company had $1.06 billion in borrowings outstanding and $498 million of unused capacity on its revolving credit facility. In the future, the Company may raise additional equity or debt capital off its shelf registration, among other considerations. The primary use of funds will be investments in portfolio companies, reductions in debt outstanding and other general corporate purposes. On April 27, 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.

 

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Cash Equivalents

The Company deems certain U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities as cash equivalents. (See note 2(o) within the accompanying financial statements.) At the end of each fiscal quarter, Apollo Investment considers taking proactive steps utilizing cash equivalents with the objective of enhancing the Company’s investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, Apollo Investment may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically closes out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. Apollo Investment may also utilize repurchase agreements or other balance sheet transactions, including drawing down on its revolving credit facility, as it deems appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined. There were $449.8 million of cash equivalents held at March 31, 2010.

 

     Payments due by Period as of March 31, 2010 (dollars  in millions)
         Total        Less than
1 year
   1-3 years    3-5 years      More than
5 years  

Senior Secured Revolving Credit Facility(1)

   $ 1,061    $ —      $ 259    $ 802       $ —  

 

(1) At March 31, 2010, $498 million remained unused under our senior secured revolving credit facility.

Information about our senior securities is shown in the following table as of each year ended March 31 since the Company commenced operations, unless otherwise noted. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.

 

Class and Year

   Total Amount
Outstanding
(dollars in
thousands)(1)
   Asset
Coverage
Per Unit(2)
   Involuntary
Liquidating
Preference
Per Unit(3)
   Average
Market Value
Per Unit(4)

Revolving Credit Facility

           

Fiscal 2010

   $ 1,060,616    $ 2,671    $ —      N/A

Fiscal 2009

     1,057,601      2,320      —      N/A

Fiscal 2008

     1,639,122      2,158      —      N/A

Fiscal 2007

     492,312      4,757      —      N/A

Fiscal 2006

     323,852      4,798      —      N/A

Fiscal 2005

     0      0      —      N/A

 

(1) Total amount of each class of senior securities outstanding at the end of the period presented.
(2) The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(3) The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it.
(4) Not applicable, as senior securities are not registered for public trading.

Contractual Obligations

We have entered into two contracts under which we have future commitments: the investment advisory and management agreement, pursuant to which AIM has agreed to serve as our investment adviser, and the administration agreement, pursuant to which the Administrator has agreed to furnish us with the facilities and administrative services necessary to conduct our day-to-day operations and provide on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. Payments under the investment advisory and management agreement are equal to (1) a percentage of the value of our average gross

 

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assets and (2) a two-part incentive fee. Payments under the administration agreement are equal to an amount based upon our allocable portion of the Administrator’s overhead in performing its obligations under the administration agreement, including rent, technology systems, insurance and our allocable portion of the costs of our chief financial officer and chief compliance officer and their respective staffs. Either party may terminate each of the investment advisory and management agreement and administration agreement without penalty upon not more than 60 days’ written notice to the other. Please see Note 3 within our financial statements for more information.

Off-Balance Sheet Arrangements (dollars in thousands)

The Company has the ability to issue standby letters of credit through its revolving credit facility. As of March 31, 2010 and March 31, 2009, the Company had issued through JPMorgan Chase Bank, N.A. standby letters of credit totaling $3,708 and $3,508, respectively.

AIC Credit Opportunity Fund LLC (currencies in thousands)

We own all of the common member interests in AIC Credit Opportunity Fund LLC (“AIC Holdco”), which was formed for the purpose of holding various financed investments. Effective in June 2008, we invested $39,500 in a special purpose entity wholly owned by AIC Holdco, AIC (FDC) Holdings LLC (“Apollo FDC”), which was used to purchase a Junior Profit-Participating Note due 2013 in principal amount of $39,500 (the “Junior Note”) from Apollo I Trust (the “Trust”). The Trust also issued a Senior Floating Rate Note due 2013 (the “Senior Note”) to an unaffiliated third party (“FDC Counterparty”) in principal amount of $39,500 paying interest at Libor plus 1.50%, increasing over time to Libor plus 2.0%. The Trust used the aggregate $79,000 proceeds to acquire $100,000 face value of a senior subordinated loan of First Data Corporation (the “FDC Reference Obligation”) due 2016 and paying interest at 11.25% per year. The Junior Note generally entitles Apollo FDC to the net interest and other proceeds due under the FDC Reference Obligation after payment of interest due under the Senior Notes, as described above. In addition, Apollo FDC is entitled to 100% of any realized appreciation in the FDC Reference Obligation and, since the Senior Note is a non-recourse obligation, Apollo FDC is exposed up to the amount of equity used by AIC Holdco to fund the purchase of the Junior Note plus any additional margin Apollo decides to post, if any, during the term of the financing.

Through AIC Holdco, effective in June 2008, we invested $11,375 in a special purpose entity wholly owned by AIC Holdco, AIC (TXU) Holdings LLC (“Apollo TXU”), which acquired exposure to $50,000 notional amount of a Libor plus 3.5% senior secured delayed draw term loan of Texas Competitive Electric Holdings (“TXU”) due 2014 through a non-recourse total return swap with an unaffiliated third party expiring on October 10, 2013 and pursuant to which Apollo TXU pays interest at Libor plus 1.5% and generally receives all proceeds due under the delayed draw term loan of TXU (the “TXU Reference Obligation”). Like Apollo FDC, Apollo TXU is entitled to 100% of any realized appreciation in the TXU Reference Obligation and, since the total return swap is a non-recourse obligation, Apollo TXU is exposed up to the amount of equity used by AIC Holdco to fund the investment in the total return swap, plus any additional margin we decide to post, if any, during the term of the financing.

Through AIC Holdco, effective in September 2008, we invested $10,022 equivalent, in a special purpose entity wholly owned by AIC Holdco, AIC (Boots) Holdings, LLC (“Apollo Boots”), which acquired €23,383 and £12,465 principal amount of senior term loans of AB Acquisitions Topco 2 Limited, a holding company for the Alliance Boots group of companies (the “Boots Reference Obligations”), out of the proceeds of our investment and a multicurrency $40,876 equivalent non-recourse loan to Apollo Boots (the “Acquisition Loan”) by an unaffiliated third party that matures in September 2013 and pays interest at LIBOR plus 1.25% or, in certain cases, the higher of the Federal Funds Rate plus 0.50% or the lender’s prime-rate. The Boots Reference Obligations pay interest at the rate of LIBOR plus 3% per year and mature in June 2015.

We do not consolidate AIC Holdco or its wholly owned subsidiaries and accordingly only the value of our investment in AIC Holdco is included on our statement of assets and liabilities. The Senior Note, total return swap and Acquisition Loan are non-recourse to AIC Holdco, its subsidiaries and us and have standard events of

 

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default including failure to pay contractual amounts when due and failure by each of the underlying Apollo special purpose entities to provide additional credit support, sell assets or prepay a portion of its obligations if the value of the FDC Reference Obligation, the TXU Reference Obligation or the Boots Reference Obligation, as applicable, declines below specified levels. We may unwind any of these transactions at any time without penalty. From time to time Apollo Investment may provide additional capital to AIC Holdco for purposes of funding margin calls under one or more of the transactions described above among other reasons. During the fiscal year ended March 31, 2009, we provided $18,480 in additional capital to AIC Holdco. During the fiscal year ended March 31, 2010, $9,336 of net capital was returned to us from AIC Holdco.

Dividends

Dividends paid to stockholders for the fiscal years ended March 31, 2010, 2009 and 2008 totaled $181.4 million or $1.10 per share, $258.8 million or $1.82 per share, and $230.9 million or $2.07 per share, respectively. Tax characteristics of all dividends will be reported to shareholders on Form 1099 after the end of the calendar year. Our quarterly dividends, if any, will be determined by our Board of Directors.

The following table summarizes our quarterly dividends paid to stockholders for the fiscal years ended March 31, 2010, 2009 and 2008, respectively:

 

     Declared Dividends

Fiscal Year Ending March 31, 2010

  

Fourth Fiscal Quarter

   $ 0.28

Third Fiscal Quarter

   $ 0.28

Second Fiscal Quarter

   $ 0.28

First Fiscal Quarter

   $ 0.26

Fiscal Year Ending March 31, 2009

  

Fourth Fiscal Quarter

   $ 0.26

Third Fiscal Quarter

   $ 0.52

Second Fiscal Quarter

   $ 0.52

First Fiscal Quarter

   $ 0.52

Fiscal Year Ending March 31, 2008

  

Fourth Fiscal Quarter

   $ 0.52

Third Fiscal Quarter

   $ 0.52

Second Fiscal Quarter

   $ 0.52

First Fiscal Quarter

   $ 0.51

We have elected to be taxed as a RIC under Subchapter M of the Code. To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. In addition, although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment.

We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, then stockholders’ cash dividends will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash dividends.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a business development company, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare dividends if we default under certain provisions. If we do not distribute a certain percentage of our income annually, we will suffer adverse tax

 

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consequences, including possible loss of the tax benefits available to us as a regulated investment company. In addition, in accordance with U.S. generally accepted accounting principles and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual payment-in-kind interest, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may have difficulty meeting the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a regulated investment company.

With respect to the dividends to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

We are subject to financial market risks, including changes in interest rates. During the fiscal year ended March 31, 2010, many of the loans in our portfolio had floating interest rates. These loans are usually based on floating LIBOR and typically have durations of one to six months after which they reset to current market interest rates. As the percentage of our U.S. mezzanine and other subordinated loans increase as a percentage of our total investments, we expect that more of the loans in our portfolio will have fixed rates. At March 31, 2010, our floating-rate assets and floating-rate liabilities were closely matched. As such, a change in interest rates would not have a material effect on our net investment income. However, we may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments. During the fiscal year ended March 31, 2010, we did not engage in interest rate hedging activities.

 

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Item 8. Financial Statements and Supplementary Data

 

Index to Financial Statements

    

Management’s Report on Internal Control over Financial Reporting

   42

Report of Independent Registered Public Accounting Firm

   43

Statement of Assets & Liabilities as of March 31, 2010 and March 31, 2009

   44

Statement of Operations for the years ended March 31, 2010, March 31, 2009 and March  31, 2008

   45

Statement of Changes in Net Assets for the years ended March 31, 2010, March  31, 2009 and March 31, 2008

   46

Statement of Cash Flows for the years ended March 31, 2010, March 31, 2009 and March  31, 2008

   47

Schedule of Investments as of March 31, 2010 and March 31, 2009

   48

Notes to Financial Statements

   66

 

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of March 31, 2010. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2010 based upon criteria in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our assessment, management determined that the Company’s internal control over financial reporting was effective as of March 31, 2010 based on the criteria on Internal Control — Integrated Framework issued by COSO.

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2010 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

 

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

Apollo Investment Corporation:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations, changes in net assets and cash flows present fairly, in all material respects, the financial position of Apollo Investment Corporation (“the Company”) at March 31, 2010 and March 31, 2009, and the results of its operations, the changes in net assets, and its cash flows for each of the three years in the period ended March 31, 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing on page 42 of the annual report to shareholders. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/  PricewaterhouseCoopers LLP

New York, New York

May 26, 2010

 

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APOLLO INVESTMENT CORPORATION

STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except per share amounts)

 

     March 31, 2010     March 31, 2009  

Assets

    

Non-controlled/non-affiliated investments, at value (cost—$2,782,880 and $3,082,364, respectively)

   $ 2,677,893      $ 2,345,470   

Non-controlled/affiliated investments, at value (cost—$102,135 and $0, respectively)

     83,136        —     

Controlled investments, at value (cost—$357,590 and $342,115, respectively)

     92,551        141,421   

Cash equivalents, at value (cost—$449,852 and $0, respectively)

     449,828        —     

Cash

     7,040        5,914   

Foreign currency (cost—$30,705 and $694, respectively)

     30,717        693   

Receivable for investments sold

     49,643        —     

Interest receivable

     43,139        42,461   

Dividends receivable (see note 2)

     5,700        7,302   

Miscellaneous income receivable

     788        51   

Receivable from investment adviser

     611        393   

Prepaid expenses and other assets

     24,070        4,934   
                

Total assets

   $ 3,465,116      $ 2,548,639   
                

Liabilities

    

Credit facility payable (see note 7 & 12)

   $ 1,060,616      $ 1,057,601   

Payable for investments and cash equivalents purchased

     549,009        27,555   

Dividends payable

     49,340        36,978   

Management and performance-based incentive fees payable (see note 3)

     26,363        25,314   

Interest payable

     2,132        711   

Accrued administrative expenses

     1,722        1,547   

Other liabilities and accrued expenses

     3,128        2,795   
                

Total liabilities

   $ 1,692,310      $ 1,152,501   
                

Net Assets

    

Common stock, par value $.001 per share, 400,000 and 400,000 common shares authorized, respectively, and 176,214 and 142,221 issued and outstanding, respectively

   $ 176      $ 142   

Paid-in capital in excess of par (see note 2f)

     2,645,687        2,352,205   

Undistributed net investment income (see note 2f)

     104,878        96,174   

Accumulated net realized loss (see note 2f)

     (583,270     (120,811

Net unrealized depreciation

     (394,665     (931,572
                

Total Net Assets

   $ 1,772,806      $ 1,396,138   
                

Total liabilities and net assets

   $ 3,465,116      $ 2,548,639   
                

Net Asset Value Per Share

   $ 10.06      $ 9.82   
                

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

     Year Ended March 31,  
     2010     2009     2008  

INVESTMENT INCOME:

      

From non-controlled/non-affiliated investments:

      

Interest

   $ 297,123      $ 340,664      $ 321,684   

Dividends

     11,450        11,940        14,551   

Other Income

     10,003        5,326        4,643   

From non-controlled/affiliated investments:

      

Interest

     1,002        —          —     

From controlled investments:

      

Dividends

     20,660        19,374        7,000   

Other Income

     —          —          10,000   
                        

Total Investment Income

     340,238        377,304        357,878   
                        

EXPENSES:

      

Management fees (see note 3)

   $ 54,069      $ 59,686      $ 59,871   

Performance-based incentive fees (see note 3)

     49,853        51,583        30,449   

Interest and other credit facility expenses

     24,480        48,919        55,772   

Administrative services expense

     4,725        4,794        3,450   

Insurance expense

     1,100        948        776   

Other general and administrative expenses

     5,383        4,740        4,360   
                        

Total expenses

     139,610        170,670        154,678   

Expense offset arrangement (see note 8)

     —          (217     (273
                        

Net expenses

     139,610        170,453        154,405   
                        

Net investment income before excise taxes

     200,628        206,851        203,473   

Excise tax expense

     (1,218     (520     (1,867
                        

Net investment income

   $ 199,410      $ 206,331      $ 201,606   
                        

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

      

Net realized gain (loss):

      

Investments and cash equivalents

     (467,275     (125,005     93,261   

Foreign currencies

     (5,752     41,265        (38,961
                        

Net realized gain (loss)

     (473,027     (83,740     54,300   
                        

Net change in unrealized gain (loss):

      

Investments and cash equivalents

     548,530        (784,388     (257,645

Foreign currencies

     (11,623     49,918        (31,699
                        

Net change in unrealized gain (loss)

     536,907        (734,470     (289,344
                        

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

     63,880        (818,210     (235,044
                        

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

   $ 263,290      $ (611,879   $ (33,438
                        

EARNINGS (LOSS) PER SHARE (see note 5)

   $ 1.65      $ (4.39   $ (0.30
                        

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except shares)

 

     Year Ended March 31,  
     2010     2009     2008  

Increase (Decrease) in net assets from operations:

      

Net investment income

   $ 199,410      $ 206,331      $ 201,606   

Net realized gains (loss)

     (473,027     (83,740     54,300   

Net change in unrealized gain (loss)

     536,907        (734,470     (289,344
                        

Net increase (decrease) in net assets resulting from operations

     263,290        (611,879     (33,438
                        

Dividends and distributions to stockholders (see note 13):

     (181,356     (258,843     (230,889
                        

Capital share transactions:

      

Net proceeds from shares sold

     280,823        369,589        285,545   

Less offering costs

     (618     (637     (461

Reinvestment of dividends

     14,529        —          27,403   
                        

Net increase in net assets from capital share transactions

     294,734        368,952        312,487   
                        

Total increase (decrease) in net assets:

     376,668        (501,770     48,160   

Net assets at beginning of period

     1,396,138        1,897,908        1,849,748   
                        

Net assets at end of period

   $ 1,772,806      $ 1,396,138      $ 1,897,908   
                        

Capital share activity

      

Shares sold

     32,200,000        22,327,500        14,950,000   

Shares issued from reinvestment of dividends

     1,792,583        —          1,436,069   
                        

Net increase from capital share activity

     33,992,583        22,327,500        16,386,069   
                        

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

STATEMENTS OF CASH FLOWS

(in thousands)

 

     Year Ended March 31,  
     2010     2009     2008  

Cash Flows from Operating Activities:

      

Net Increase (Decrease) in Net Assets Resulting from Operations

   $ 263,290      $ (611,879   $ (33,438

Adjustments to reconcile net increase (decrease):

      

Purchase of investment securities (including net amortization of discount and capitalized PIK)
(see note 2)

     (831,880     (503,267     (1,857,850

Proceeds from disposition of investment securities and cash equivalents

     546,446        340,168        809,223   

Increase (decrease) from foreign currency transactions

     (5,731     41,265        (38,961

Decrease (increase) in interest and dividends receivable (see note 2)

     924        19,904        (27,463

Decrease (increase) in prepaid expenses and other assets

     2,645        749        (294

Increase (decrease) in management and performance-based incentive fees payable

     1,049        (1,655     (16,610

Increase (decrease) in interest payable

     1,421        (5,467     4,329   

Increase in accrued expenses

     508        1,902        1,224   

Increase (decrease) in payable for investments and cash equivalents purchased

     521,454        (114,784     (992,292

Decrease (increase) in receivables for securities sold

     (49,643     —          28,248   

Net change in unrealized depreciation (appreciation) on investments, cash equivalents, foreign currencies and other assets and liabilities

     (536,907     734,470        289,344   

Net realized loss (gain) on investments and cash equivalents

     473,027        83,740        (54,300
                        

Net Cash Provided (Used) by Operating Activities

   $ 386,603      $ (14,854   $ (1,888,840
                        

Cash Flows from Financing Activities:

      

Net proceeds from the issuance of common stock

   $ 280,823      $ 369,589      $ 285,545   

Offering costs from the issuance of common stock

     (618     (637     (461

Dividends paid in cash

     (154,465     (231,233     (194,118

Borrowings under credit facility

     1,285,103        1,739,502        2,990,313   

Payments under credit facility

     (1,316,481     (2,270,751     (1,875,396
                        

Net Cash Provided (Used) by Financing Activities

   $ 94,362      $ (393,530   $ 1,205,883   
                        

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   $ 480,965      $ (408,384   $ (682,957

Effect of exchange rates on cash balances

     13        8        (12

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

   $ 6,607      $ 414,983      $ 1,097,952   
                        

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 487,585      $ 6,607      $ 414,983   
                        

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

      

Cash interest paid during the period

   $ 18,098      $ 51,859      $ 48,265   

Non-cash financing activities consist of the reinvestment of dividends totaling $14,529, $0 and $27,403, respectively.

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

March 31, 2010

(in thousands)

 

INVESTMENTS IN NON-CONTROLLED/NON-AFFILIATED
PORTFOLIO COMPANIES — 151.1%

  Industry   Par
Amount*
  Cost   Fair
Value(1)

CORPORATE DEBT — 137.2%

       

BANK DEBT/SENIOR SECURED LOANS(2) — 44.2%

       

1st Lien Bank Debt/Senior Secured Loans — 1.2%

       

ATI Acquisition Company, 12/30/14

  Education   $ 18,454   $ 17,743   $ 18,038

FoxCo Acquisition Sub LLC, 7/14/15

  Broadcasting &
Entertainment
    3,905     3,493     3,788
               

Total 1st Lien Bank Debt/Senior Secured Loans

      $ 21,236   $ 21,826
               

2nd Lien Bank Debt/Senior Secured Loans — 43.0%

       

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16 †

  Retail   £ 11,400   $ 19,983   $ 15,321

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16 †

  Retail   3,961     5,499     4,749

American Safety Razor Company, LLC, 1/30/14

  Consumer Products   $ 1,000     774     625

Asurion Corporation, 7/3/15

  Insurance     148,300     147,019     147,605

BNY ConvergEx Group, LLC, 4/2/14

  Business Services     83,229     80,722     83,229

C.H.I. Overhead Doors, Inc., 13.00%, 10/22/11

  Building Products     15,000     15,012     15,000

Clean Earth, Inc., 13.00%, 8/1/14

  Environmental     25,000     25,000     24,875

Datatel, Inc., 12/9/16

  Education     20,000     19,923     20,350

Dresser, Inc., 5/4/15

  Industrial     62,938     62,656     60,289

Educate, Inc., 6/14/14

  Education     10,000     10,000     9,400

Garden Fresh Restaurant Corp., 12/22/11

  Retail     33,600     32,880     33,600

Generics International, Inc., 4/30/15

  Healthcare     20,000     19,931     20,000

Infor Enterprise Solutions Holdings, Inc., Tranche B-1, 3/2/14 †

  Business Services     5,000     5,000     3,925

Infor Enterprise Solutions Holdings, Inc., 3/2/14 †

  Business Services     15,000     14,883     12,581

Infor Global Solutions European Finance S.á.R.L., 3/2/14

  Business Services   6,210     8,263     6,722

IPC Systems, Inc., 6/1/15

  Telecommunications   $ 44,250     41,165     37,613

Kronos, Inc., 6/11/15

  Electronics     60,000     60,000     56,820

Ozburn-Hessey Holding Company LLC, 10/8/16

  Logistics     35,000     35,000     35,000

Ranpak Corp., 12/27/14(3) †

  Packaging     43,550     37,564     43,165

 

See notes to financial statements.

 

48


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands)

 

INVESTMENTS IN NON-CONTROLLED/NON-AFFILIATED
PORTFOLIO COMPANIES — 151.1%

  Industry   Par
Amount*
  Cost   Fair
Value(1)

2nd Lien Bank Debt/Senior Secured Loans — (continued)

       

Ranpak Corp., 12/27/14(4) †

  Packaging   21,970   $ 27,074   $ 29,464

Sheridan Holdings, Inc., 6/15/15

  Healthcare   $ 67,847     66,948     67,169

TransFirst Holdings, Inc., 6/15/15

  Financial Services     36,632     35,687     33,519
               

Total 2nd Lien Bank Debt/Senior Secured Loans

      $ 770,983   $ 761,021
               

TOTAL BANK DEBT/SENIOR SECURED LOANS

      $ 792,219   $ 782,847
               

Subordinated Debt/Corporate Notes — 93.0%

       

AB Acquisitions UK Topco 2 Limited (Alliance Boots), GBP L+650, 7/9/17

  Retail   £ 40,847   $ 79,172   $ 56,817

Advantage Sales & Marketing, Inc., 12.00%, 3/29/14

  Grocery   $ 32,535     32,164     32,860

Allied Security Holdings LLC, 13.75%, 8/21/15

  Business Services     20,000     19,661     20,500

Altegrity Inc., 11.75%, 5/1/16 ¨

  Diversified Service     14,639     9,716     13,644

Altegrity Inc., 10.50%, 11/1/15 ¨

  Diversified Service     13,475     11,852     12,693

Angelica Corporation, 15.00%, 2/4/14

  Healthcare     60,000     60,000     64,260

ATI Acquisition Company, L+1100, 12/30/15

  Education     38,500     37,750     38,115

BNY ConvergEx Group, LLC, 14.00%, 10/2/14

  Business Services     42,730     35,913     44,140

Booz Allen Hamilton Inc., 13.00%, 7/31/16

  Consulting Services     23,435     23,109     24,197

Catalina Marketing Corporation, 11.625%,
10/1/17 ¨

  Grocery     42,175     40,997     45,549

Catalina Marketing Corporation, 10.50%, 10/1/15 ¨

  Grocery     5,000     5,094     5,300

Ceridian Corp., 13.00%, 11/15/15 †

  Diversified Service     53,250     53,250     52,185

Ceridian Corp., 11.25%, 11/15/15 †

  Diversified Service     36,000     35,246     34,740

Cidron Healthcare C S.á.R.L. (Convatec) E+950, 8/1/17

  Healthcare   8,033     12,547     10,923

Delta Educational Systems, Inc., 14.20%, 5/12/13

  Education   $ 19,517     19,120     19,713

Dura-Line Merger Sub, Inc., 14.00%, 9/22/14

  Telecommunications     42,363     41,792     42,787

European Directories (DH5) B.V., 15.735%,
7/1/16 †***

  Publishing   3,452     4,475     —  

European Directories (DH7) B.V., E+950, 7/1/15 †***

  Publishing     17,454     21,846     5,810

First Data Corporation, 11.25%, 3/31/16 †

  Financial Services   $ 40,000     33,801     33,500

First Data Corporation, 9.875%, 9/24/15 †

  Financial Services     45,500     40,129     39,244

FleetPride Corporation, 11.50%, 10/1/14 ¨

  Transportation     47,500     47,500     46,075

 

See notes to financial statements.

 

49


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands)

 

INVESTMENTS IN NON-CONTROLLED/NON-AFFILIATED
PORTFOLIO COMPANIES — 151.1%

  Industry   Par
Amount*
  Cost   Fair
Value(1)

Subordinated Debt/Corporate Notes — (continued)

       

FoxCo Acquisition Sub LLC, 13.375%,
7/15/16 ¨

  Broadcasting &
Entertainment
  $ 25,250   $ 25,034   $ 25,250

FPC Holdings, Inc. (FleetPride Corporation), 14.00%, 6/30/15 ¨

  Transportation     37,846     37,429     35,575

General Nutrition Centers, Inc., L+450, 3/15/14 †

  Retail     12,275     12,149     11,630

General Nutrition Centers, Inc., 10.75%, 3/15/15 †

  Retail     24,500     24,906     25,113

Goodman Global Inc., 13.50%, 2/15/16

  Manufacturing     25,000     25,518     28,000

Hub International Holdings, 10.25%, 6/15/15 ¨

  Insurance     33,732     32,498     32,214

Intelsat Bermuda Ltd., 11.25%, 2/4/17

  Broadcasting &
Entertainment
    75,000     77,335     79,469

Laureate Education, Inc., 11.75%, 8/15/17 ¨

  Education     53,540     51,133     56,217

LVI Services, Inc., 17.25%, 11/16/12

  Environmental     51,061     51,061     15,000

MW Industries, Inc., 14.50%, 5/1/14

  Manufacturing     61,186     60,375     62,471

NCO Group Inc., 11.875%, 11/15/14

  Consumer Finance     22,630     18,974     21,758

N.E.W. Holdings I, LLC, L+750, 3/23/17

  Consumer Services     40,000     40,000     39,600

Nielsen Finance LLC, 0% / 12.50%, 8/1/16

  Market Research     61,000     54,275     58,255

Pacific Crane Maintenance Company, L.P., 15.00%, 2/15/14 ***

  Machinery     50,172     36,825     1,505

PBM Holdings, Inc., 13.50%, 9/29/13

  Beverage, Food &
Tobacco
    17,723     17,723     18,210

Playpower Holdings Inc., 15.50%, 12/31/12 ¨

  Leisure Equipment     97,184     97,184     82,325

Ranpak Holdings, Inc., 15.00%, 12/27/15

  Packaging     67,643     67,643     68,557

RSA Holdings Corp. of Delaware (American Safety Razor), 13.50%, 1/30/15 ***

  Consumer Products     57,351     55,479     6,882

Sorenson Communications, Inc., 10.50%, 2/1/15 ¨

  Consumer Services     32,500     31,901     31,444

SquareTwo Financial Corp. (Collect America, Ltd.), 11.625%, 4/1/17 ¨

  Consumer Finance     55,000     54,046     54,046

The Servicemaster Company, 10.75%, 7/15/15 ¨

  Diversified Service     52,173     49,286     55,580

TL Acquisitions, Inc. (Cengage Learning), 13.25%, 7/15/15 ¨

  Education     72,500     72,253     70,748

TL Acquisitions, Inc. (Cengage Learning), 10.50%, 1/15/15 ¨

  Education     22,000     20,681     21,065

US Foodservice, 10.25%, 6/30/15 ¨

  Beverage, Food &
Tobacco
    81,543     62,034     84,498

Varietal Distribution, 10.75%, 6/30/17

  Distribution     22,204     21,664     20,983
               

Total Subordinated Debt/Corporate Notes

      $ 1,762,540   $ 1,649,447
               

TOTAL CORPORATE DEBT

      $ 2,554,759   $ 2,432,294
               

 

See notes to financial statements.

 

50


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands, except shares)

 

INVESTMENTS IN NON-CONTROLLED/NON-AFFILIATED
PORTFOLIO COMPANIES — 151.1%

   Industry    Par
Amount*
   Cost    Fair
Value(1)

COLLATERALIZED LOAN OBLIGATIONS — 1.5%

           

Babson CLO Ltd., Series 2008-2A Class E, L+975, 7/15/18 ¨

   Asset Management    $ 11,000    $ 10,097    $ 10,690

Babson CLO Ltd., Series 2008-1A Class E, L+550, 7/20/18 ¨

   Asset Management      10,366      7,676      8,420

Westbrook CLO Ltd., Series 2006-1A, L+370, 12/20/20 ¨

   Asset Management      11,000      6,684      6,756
                   

TOTAL COLLATERALIZED LOAN OBLIGATIONS

         $ 24,457    $ 25,866
                   
          Shares          

PREFERRED EQUITY — 1.6%

           

AHC Mezzanine LLC (Advanstar) **

   Media      1    $ 1,063    $ 298

CA Holding, Inc. (Collect America, Ltd.) Series A

   Consumer Finance      7,961      788      1,592

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 13.50%, 5/12/14

   Education      12,360      19,286      19,443

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 12.50% (Convertible)

   Education      332,500      5,364      5,360

Varietal Distribution Holdings, LLC, 8.00%

   Distribution      3,097      3,852      1,907
                   

TOTAL PREFERRED EQUITY

         $ 30,353    $ 28,600
                   

EQUITY — 10.8%

           

Common Equity/Interests — 10.4%

           

AB Capital Holdings LLC (Allied Security) **

   Business Services      2,000,000    $ 2,000    $ 2,628

A-D Conduit Holdings, LLC (Duraline) **

   Telecommunications      2,778      2,778      4,381

CA Holding, Inc. (Collect America, Ltd.)
Series A **

   Consumer Finance      25,000      2,500      1,771

CA Holding, Inc. (Collect America, Ltd.)
Series AA **

   Consumer Finance      4,294      429      859

Clothesline Holdings, Inc. (Angelica) **

   Healthcare      6,000      6,000      8,901

Explorer Coinvest LLC (Booz Allen)

   Consulting Services      430      4,300      8,849

FSC Holdings Inc. (Hanley Wood LLC) **

   Media      10,000      10,000      167

Garden Fresh Restaurant Holding, LLC **

   Retail      50,000      5,000      11,455

Gryphon Colleges Corporation (Delta Educational Systems, Inc.) **

   Education      17,500      175      4,014

GS Prysmian Co-Invest L.P. (Prysmian Cables & Systems)(5,6)

   Industrial      1      —        385

LVI Acquisition Corp. (LVI Services, Inc.) **

   Environmental      6,250      2,500      —  

MEG Energy Corp.(7)

   Oil & Gas      2,176,722      55,006      88,202

 

See notes to financial statements.

 

51


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands, except shares and warrants)

 

INVESTMENTS IN NON-CONTROLLED/NON-
AFFILIATED PORTFOLIO COMPANIES — 151.1%

   Industry    Shares    Cost    Fair
Value(1)

Common Equity/Interests — (continued)

           

New Omaha Holdings Co-Invest LP
(First Data) **

   Financial Services    13,000,000    $ 65,000    $ 31,590

PCMC Holdings, LLC (Pacific Crane) **

   Machinery    50,000      4,000      —  

Penton Business Media Holdings, LLC

   Media    124      4,950      4,950

Pro Mach Co-Investment, LLC **

   Machinery    150,000      1,500      4,200

RC Coinvestment, LLC (Ranpak Corp.) **

   Packaging    50,000      5,000      5,088

Sorenson Communications Holdings, LLC Class A

   Consumer
Services
   454,828      45      6,080

Varietal Distribution Holdings, LLC Class A **

   Distribution    28,028      28      —  
                   

Total Common Equity/Interests

         $ 171,211    $ 183,520
                   
           Warrants          

Warrants — 0.4%

           

CA Holding, Inc. (Collect America, Ltd.), Common

   Consumer Finance    7,961    $ 8      —  

Fidji Luxco (BC) S.C.A., Common (FCI)(5) **

   Electronics    48,769      491    $ 2,939

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Common **

   Education    9,820      98      2,252

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class A-1 Preferred **

   Education    45,947      460      741

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class B-1 Preferred **

   Education    104,314      1,043      1,681
                   

Total Warrants

         $ 2,100    $ 7,613
                   

TOTAL EQUITY

         $ 173,311    $ 191,133
                   

Total Investments in Non-Controlled/ Non-Affiliated Portfolio Companies

         $ 2,782,880    $ 2,677,893
                   

 

See notes to financial statements.

 

52


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands, except shares and warrants)

 

INVESTMENTS IN NON-CONTROLLED/AFFILIATED
PORTFOLIO COMPANIES — 4.7%(8)

   Industry    Par
Amount*
   Cost    Fair
Value(1)

CORPORATE DEBT — 4.0%

           

BANK DEBT/SENIOR SECURED LOANS (2) — 3.4%

           

1st Lien Bank Debt/Senior Secured Loans — 0.1%

           

Gray Wireline Service, Inc., 10/22/12

   Oil & Gas    $ 1,000    $ 1,000    $ 1,000
                   

2nd Lien Bank Debt/Senior Secured Loans — 3.3%

           

Gray Wireline Service, Inc., 14.00%, 10/22/12

   Oil & Gas    $ 77,554    $ 77,554    $ 59,251
                   

TOTAL BANK DEBT/SENIOR SECURED LOANS

         $ 78,554    $ 60,251
                   

Subordinated Debt/Corporate Notes — 0.6%

           

DSI Renal Inc., 17.00%, 4/7/14

   Healthcare    $ 9,860    $ 9,860    $ 10,057
                   

TOTAL CORPORATE DEBT

         $ 88,414    $ 70,308
                   
          Shares          

EQUITY — 0.7%

           

Common Equity/Interests — 0.6%

           

CDSI I Holding Company, Inc. (DSI Renal Inc.)

   Healthcare      9,303    $ 9,300    $ 10,206

Gray Energy Services, LLC Class H (Gray Wireline) **

   Oil & Gas      1,081      2,000      —  
                   

Total Common Equity/Interests

         $ 11,300    $ 10,206
                   
          Warrants          

Warrants — 0.1%

           

CDSI I Holding Company, Inc. Series A (DSI Renal Inc.)

   Healthcare      2,031    $ 773    $ 854

CDSI I Holding Company, Inc. Series B (DSI Renal Inc.)

   Healthcare      2,031      645      693

CDSI I Holding Company, Inc. (DSI Renal Inc.) §

   Healthcare      6,093,750      1,003      1,075

Gray Holdco, Inc.

   Oil & Gas      3,559      —        —  
                   

Total Warrants

         $ 2,421    $ 2,622
                   

TOTAL EQUITY

         $ 13,721    $ 12,828
                   

Total Investments in Non-Controlled/Affiliated Portfolio Companies

         $ 102,135    $ 83,136
                   

 

See notes to financial statements.

 

53


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands, except shares)

 

INVESTMENTS IN CONTROLLED PORTFOLIO
COMPANIES — 5.2%(9)

  

Industry

   Shares    Cost    Fair
Value(1)
 

Preferred Equity — 0.3%

           

Grand Prix Holdings, LLC Series A, 12.00% (Innkeepers USA) ***

   Hotels, Motels, Inns & Gaming      2,989,431    $ 101,346    $ 5,268   
                     

EQUITY

           

Common Equity/Interests — 4.9%

           

AIC Credit Opportunity Fund LLC (10)

   Asset Management       $ 70,041    $ 73,514   

Generation Brands Holdings, Inc. (Quality Home Brands)

   Consumer Products      750      —        230   

Generation Brands Holdings, Inc. Series H (Quality Home Brands)

   Consumer Products      7,500      2,297      2,297   

Generation Brands Holdings, Inc. Series 2L (Quality Home Brands)

   Consumer Products      36,700      11,242      11,242   

Grand Prix Holdings, LLC
(Innkeepers USA) **

   Hotels, Motels, Inns & Gaming      17,335,834      172,664      —     
                     

Total Common Equity/Interests

         $ 256,244    $ 87,283   
                     

TOTAL EQUITY

         $ 256,244    $ 87,283   
                     

Total Investments in Controlled Portfolio Companies

         $ 357,590    $ 92,551   
                     

Total Investments — 161.0%(11)

         $ 3,242,605    $ 2,853,580   
                     
          Par
Amount*
           

CASH EQUIVALENTS — 25.3%

           

U.S. Treasury Bill, 0.13%, 7/1/10

   Government    $ 450,000    $ 449,852    $ 449,828   
                     

Total Investments and Cash Equivalents — 186.3%

         $ 3,692,457    $ 3,303,408   

Liabilities in Excess of Other Assets — (86.3%)

              (1,530,602
                 

Net Assets — 100.0%

            $ 1,772,806   
                 

 

See notes to financial statements.

 

54


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands)

 

 

(1) Fair value is determined in good faith by or under the direction of the Board of Directors of the Company (see Note 2).
(2) Includes floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the LIBOR (London Inter-bank Offered Rate), EURIBOR (Euro Inter-bank Offered Rate), GBP LIBOR (London Inter-bank Offered Rate for British Pounds), or the prime rate. At March 31, 2010, the range of interest rates on floating rate bank debt was 4.59% to 10.50%.
(3) Position is held across five US Dollar-denominated tranches with varying yields.
(4) Position is held across three Euro-denominated tranches with varying yields.
(5) Denominated in Euro (€).
(6) The Company is the sole Limited Partner in GS Prysmian Co-Invest L.P.
(7) Denominated in Canadian dollars.
(8) Denotes investments in which we are an “Affiliated Person”, as defined in the 1940 Act, due to owning, controlling, or holding the power to vote, 5% or more of the outstanding voting securities of the investment. Transactions during the fiscal year ended March 31, 2010 in these Affiliated investments are as follows:

 

Name of Issuer

  Fair Value at
March 31, 2009
  Gross
Additions
  Gross
Reductions
  Interest/Dividend
Income
  Fair Value at
March 31, 2010

Gray Wireline Service, Inc. 1st Out

  $ —     $ 1,000   $ —     $ 5   $ 1,000

Gray Wireline Service, Inc. 2nd Out

    —       77,554     —       633     59,251

DSI Renal, Inc., 17.00%

    —       9,860     —       364     10,057

CDSI I Holding Company, Inc. Common Equity

    —       9,300     —       —       10,206

Gray Energy Services, LLC Class H Common Equity

    3,590     —       —       —       —  

CDSI I Holding Company, Inc. Series A Warrant

    —       773     —       —       854

CDSI I Holding Company, Inc. Series B Warrant

    —       645     —       —       693

CDSI I Holding Company, Inc. Contingent Payment Agreement

    —       1,003     —       —       1,075

Gray Holdco, Inc. Warrant

    —       —       —       —       —  
                             
  $ 3,590   $ 100,135   $ —     $ 1,002   $ 83,136
                             
(9) Denotes investments in which we are deemed to exercise a controlling influence over the management or policies of a company, as defined in the 1940 Act, due to beneficially owning, either directly or through one or more controlled companies, more than 25% of the outstanding voting securities of the investment. Transactions during the fiscal year ended March 31, 2010 in these Controlled investments are as follows:

 

Name of Issuer

   Fair Value at
March 31, 2009
   Gross
Additions
   Gross
Reductions
   Interest/Dividend
Income
   Fair Value at March 31,
2010

Grand Prix Holdings, LLC Series A Preferred

   $ 76,557    $ 11,272    $ —      $ 9,351    $ 5,268

AIC Credit Opportunity Fund LLC Common Equity (10)

     57,294      11,854      21,190      11,309      73,514

Generation Brands Holdings, Inc. Common Equity

     —        —        —        —        230

Generation Brands Holdings, Inc. Series H Common Equity

     —        2,297      —        —        2,297

Generation Brands Holdings, Inc. Series 2L Common Equity

     —        11,242      —        —        11,242

Grand Prix Holdings, LLC Common Equity

     7,570      —        —        —        —  
                                  
   $ 141,421    $ 36,665    $ 21,190    $ 20,660    $ 92,551
                                  

 

See notes to financial statements.

 

55


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

March 31, 2010

(in thousands)

 

The Company has a 99%, 100%, and 27% equity ownership interest in Grand Prix Holdings LLC, AIC Credit Opportunity Fund LLC, and Generation Brands Holdings, Inc., respectively.

 

(10) See note 6.
(11) Aggregate gross unrealized appreciation for federal income tax purposes is $164,234; aggregate gross unrealized depreciation for federal income tax purposes is $524,226. Net unrealized depreciation is $359,992 based on a tax cost of $3,663,400.
¨ These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.
* Denominated in USD unless otherwise noted.
** Non-income producing security
*** Non-accrual status (see note 2m)
Denote securities where the Company owns multiple tranches of the same broad asset type but whose security characteristics differ. Such differences may include level of subordination, call protection and pricing, differing interest rate characteristics, among other factors. Such factors are usually considered in the determination of fair values.
§ Position reflects a contingent payment agreement.

 

See notes to financial statements.

 

56


Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

 

Industry Classification

   Percentage of Total
Investments (at
fair value) as of
March 31, 2010

Education

       10.1%    

Healthcare

         6.8%    

Insurance

         6.3%    

Business Services

         6.1%    

Diversified Service

         5.9%    

Retail

         5.6%    

Oil & Gas

         5.2%    

Packaging

         5.1%    

Financial Services

         4.8%    

Broadcasting & Entertainment

         3.8%    

Beverage, Food & Tobacco

         3.6%    

Asset Management

         3.5%    

Manufacturing

         3.2%    

Telecommunications

         3.0%    

Grocery

         2.9%    

Leisure Equipment

         2.9%    

Transportation

         2.9%    

Consumer Finance

         2.8%    

Consumer Services

         2.7%    

Industrial

         2.1%    

Electronics

         2.1%    

Market Research

         2.0%    

Environmental

         1.4%    

Logistics

         1.2%    

Consulting Services

         1.2%    

Distribution

         0.8%    

Consumer Products

         0.7%    

Building Products

         0.5%    

Publishing

         0.2%    

Machinery

         0.2%    

Media

         0.2%    

Hotels, Motels, Inns & Gaming

         0.2%    
    

Total Investments

   100.0%  
    

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS‡

March 31, 2009

(in thousands)

 

INVESTMENTS IN NON-CONTROLLED/NON-
AFFILIATED PORTFOLIO COMPANIES — 168.0%

   Industry    Par
Amount*
   Cost    Fair
Value(1)

CORPORATE DEBT — 148.5%

           

Bank Debt/Senior Secured Loans(2) — 47.0%

           

1st Lien Bank Debt/Senior Secured Loans — 0.1%

           

OTC Investors Corporation (Oriental Trading Company), 7/31/13

   Direct Marketing    $ 2,226    $ 1,155    $ 1,124
                   

2nd Lien Bank Debt/Senior Secured Loans — 46.9%

           

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16 †

   Retail    £ 11,400    $ 19,792    $ 11,961

AB Acquisitions UK Topco 2 Limited (Alliance Boots), 7/9/16 †

   Retail    3,961      5,439      3,850

Advanstar Communications, Inc., 11/30/14

   Media    $ 20,000      20,000      6,680

Asurion Corporation, 7/3/15

   Insurance      150,300      148,798      122,795

BNY ConvergEx Group, LLC, 4/2/14

   Business Services      50,000      49,818      43,850

C.H.I. Overhead Doors, Inc., 13.00%, 10/22/11

   Building Products      15,000      15,018      11,250

Clean Earth, Inc., 13.00%, 8/1/14

   Environmental      25,000      25,000      22,750

Dresser, Inc., 5/4/15

   Industrial      61,000      60,924      47,266

Educate, Inc., 6/14/14

   Education      10,000      10,000      7,728

Garden Fresh Restaurant Corp., 12/22/11

   Retail      26,000      25,861      22,386

Generics International, Inc., 4/30/15

   Healthcare      20,000      19,917      16,343

Gray Wireline Service, Inc., 12.25%, 2/28/13

   Oil & Gas      77,500      76,966      77,500

Infor Enterprise Solutions Holdings, Inc.,
Tranche B-1, 3/2/14 †

   Business Services      5,000      5,000      950

Infor Enterprise Solutions Holdings, Inc.,
3/2/14 †

   Business Services      15,000      14,859      3,375

Infor Global Solutions European Finance S.á.R.L., 3/2/14

   Business Services    6,210      8,263      1,484

IPC Systems, Inc., 6/1/15

   Telecommunications    $ 37,250      36,312      19,544

Kronos, Inc., 6/11/15

   Electronics      60,000      60,000      44,460

Penton Media, Inc., 2/1/14

   Media      14,000      10,650      9,884

Quality Home Brands Holdings LLC, 6/20/13

   Consumer Products      40,256      39,830      30,252

Ranpak Corp., 12/27/14(3) †

   Packaging      12,500      12,500      11,108

Ranpak Corp., 12/27/14(4) †

   Packaging    5,206      7,585      6,098

Sheridan Holdings, Inc., 6/15/15

   Healthcare    $ 60,000      60,000      49,860

Sorenson Communications, Inc., 2/18/14

   Consumer Services      62,103      62,103      54,443

TransFirst Holdings, Inc., 6/15/15

   Financial Services      34,750      33,683      28,669
                   

Total 2nd Lien Bank Debt/Senior Secured Loans

         $ 828,318    $ 654,486
                   

Total Bank Debt/Senior Secured Loans

         $ 829,473    $ 655,610
                   

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)‡

March 31, 2009

(in thousands)

 

INVESTMENTS IN NON-CONTROLLED/NON-AFFILIATED
PORTFOLIO COMPANIES — 168.0%

   Industry    Par
Amount*
   Cost    Fair
Value(1)

Subordinated Debt/Corporate Notes — 101.5%

           

AB Acquisitions UK Topco 2 Limited (Alliance Boots), GBP L+650, 7/9/17

   Retail    £ 39,526    $ 76,758    $ 39,942

Advanstar, Inc., L+700, 11/30/15

   Media    $ 24,385      24,385      1,341

Advantage Sales & Marketing, Inc., 12.00%, 3/29/14

   Grocery      31,884      31,445      29,536

Allied Security Holdings LLC, 13.75%, 8/21/15

   Business Services      20,000      19,621      17,500

AMH Holdings II, Inc. (Associated Materials), 13.625%, 12/1/14 ¨

   Building Products      52,155      51,422      14,655

Angelica Corporation, 15.00%, 2/4/14

   Healthcare      60,000      60,000      60,000

Arbonne Intermediate Holdco Inc. (Natural Products Group LLC), 13.50%, 6/19/14 ***

   Direct Marketing      76,962      76,803      4,233

BNY ConvergEx Group, LLC, 14.00%, 10/2/14

   Business Services      15,611      15,611      13,879

Booz Allen Hamilton Inc., 13.00%, 7/31/16

   Consulting Services      23,435      23,073      20,857

Brenntag Holding GmbH & Co. KG, E+700, 12/23/15

   Chemicals    19,725      24,412      21,396

Catalina Marketing Corporation, 11.625%,
10/1/17 ¨

   Grocery    $ 31,959      30,327      27,165

Ceridian Corp., 12.25%, 11/15/15 †

   Diversified Service      50,000      50,000      42,750

Ceridian Corp., 11.25%, 11/15/15 †

   Diversified Service      36,000      35,140      31,788

Cidron Healthcare C S.á.R.L. (Convatec) E+950, 8/1/17

   Healthcare    7,668      12,028      8,603

Collect America, Ltd., 16.00%, 8/5/12 ¨

   Consumer Finance    $ 38,136      37,658      36,647

Delta Educational Systems, Inc., 14.20%, 5/12/13

   Education      19,271      18,777      19,126

DSI Renal Inc., 16.00%, 4/7/14

   Healthcare      11,357      11,357      9,647

Dura-Line Merger Sub, Inc., 14.00%, 9/22/14

   Telecommunications      41,218      40,561      39,033

Eurofresh, Inc., 0% / 14.50%, 1/15/14 ¨***†

   Agriculture      26,504      24,303      199

Eurofresh, Inc., 11.50%, 1/15/13 ¨***†

   Agriculture      50,000      50,000      11,250

European Directories (DH5) B.V., 15.735%,
7/1/16 †

   Publishing    2,961      3,777      3,356

European Directories (DH7) B.V., E+950,
7/1/15 †

   Publishing      16,643      20,695      19,114

First Data Corporation, 11.25%, 3/31/16 ¨

   Financial Services    $ 40,000      33,203      32,080

First Data Corporation, 9.875%, 9/24/15 †

   Financial Services      45,500      39,489      35,945

FleetPride Corporation, 11.50%, 10/1/14 ¨

   Transportation      47,500      47,500      40,375

Fox Acquisition Sub LLC, 13.375%,
7/15/16 ¨

   Broadcasting &
Entertainment
     25,000      24,785      20,825

FPC Holdings, Inc. (FleetPride Corporation),
0% / 14.00%, 6/30/15 ¨

   Transportation      37,846      36,826      30,276

General Nutrition Centers, Inc., L+450, 3/15/14

   Retail      15,275      15,070      9,375

Goodman Global Inc., 13.50%, 2/15/16

   Manufacturing      25,000      25,000      24,025

 

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)‡

March 31, 2009

(in thousands)

 

INVESTMENTS IN NON-CONTROLLED/NON-AFFILIATED
PORTFOLIO COMPANIES — 168.0%

  Industry   Par
Amount*
  Cost   Fair
Value(1)

Subordinated Debt/Corporate Notes — (continued)

       

Hub International Holdings, 10.25%, 6/15/15 ¨

  Insurance   $ 25,000   $ 24,160   $ 19,666

Infor Lux Bond Company (Infor Global), L+800, 9/2/14

  Business Services     9,582     9,582     719

KAR Holdings, Inc., 10.00%, 5/1/15

  Transportation     48,225     44,404     27,488

Latham Manufacturing Corp., 20.00%,
12/30/12 ***

  Leisure Equipment     37,920     34,190     15,168

Laureate Education, Inc., 11.75%, 8/15/17 ¨

  Education     53,540     49,621     46,794

LVI Services, Inc., 14.75%, 11/16/12

  Environmental     47,523     47,523     44,790

MW Industries, Inc., 13.00%, 5/1/14

  Manufacturing     60,000     59,067     56,220

NCO Group Inc., 11.875%, 11/15/14

  Consumer Finance     22,630     18,487     19,427

Neff Corp., 10.00%, 6/1/15

  Rental Equipment     5,000     5,000     725

Nielsen Finance LLC, 0% / 12.50%, 8/1/16

  Market Research     61,000     47,500     37,430

OTC Investors Corporation (Oriental Trading Company), 13.50%, 1/31/15

  Direct Marketing     27,861     27,862     9,752

Pacific Crane Maintenance Company, L.P., 13.00%, 2/15/14

  Machinery     34,170     34,170     22,210

PBM Holdings, Inc., 13.50%, 9/29/13

  Beverage, Food & Tobacco     17,723     17,723     16,128

Playpower Holdings Inc., 15.50%, 12/31/12 ¨

  Leisure Equipment     83,707     83,707     70,732

Pro Mach Merger Sub, Inc., 12.50%, 6/15/12

  Machinery     14,616     14,464     13,626

QHB Holdings LLC (Quality Home Brands), 14.50%, 12/20/13

  Consumer Products     50,938     50,273     36,293

Ranpak Holdings, Inc., 15.00%, 12/27/15

  Packaging     58,217     58,217     50,300

RSA Holdings Corp. of Delaware (American Safety Razor), 13.50%, 1/30/15

  Consumer Products     50,129     50,130     38,976

The Servicemaster Company, 10.75%,
7/15/15 ¨

  Diversified Service     67,173     60,832     54,343

TL Acquisitions, Inc. (Thomson Learning), 0% / 13.25%, 7/15/15 ¨

  Education     72,500     69,587     57,347

TL Acquisitions, Inc. (Thomson Learning), 10.50%, 1/15/15 ¨

  Education     47,500     46,777     40,185

TP Financing 2, Ltd. (Travelex), GBP L+725, 4/1/15

  Financial Services   £ 13,505     26,128     12,499

US Foodservice, 10.25%, 6/30/15 ¨

  Beverage, Food & Tobacco   $ 30,000     23,812     25,710

US Investigations Services, Inc., 11.75%,
5/1/16 ¨

  Diversified Service     14,639     9,085     11,901

US Investigations Services, Inc., 10.50%,
11/1/15 ¨

  Diversified Service     9,500     7,991     8,075

Varietal Distribution, 10.75%, 6/30/17

  Distribution     21,875     21,288     15,269

WDAC Intermediate Corp., E+600, 11/29/15

  Publishing   46,320     62,591     379
               

Total Subordinated Debt/Corporate
Notes

      $ 1,964,197   $ 1,417,070
               

TOTAL CORPORATE DEBT

      $ 2,793,670   $ 2,072,680
               

 

See notes to financial statements.

 

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APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)‡

March 31, 2009

(in thousands, except shares)

 

INVESTMENTS IN NON-CONTROLLED/NON-

AFFILIATED PORTFOLIO COMPANIES — 168.0%

  Industry   Shares   Cost   Fair
Value(1)

PREFERRED EQUITY — 4.0%

       

AHC Mezzanine LLC (Advanstar) **

  Media     1   $ 1,063     —  

DSI Holding Company, Inc. (DSI Renal Inc.), 19.00%, 10/7/14

  Healthcare     32,500     50,514   $ 33,051

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 13.50%, 5/12/14

  Education     12,360     16,599     17,592

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), 12.50% (Convertible)

  Education     332,500     4,743     4,743

Varietal Distribution Holdings, LLC, 8.00%

  Distribution     3,097     3,558     583
               

TOTAL PREFERRED EQUITY

      $ 76,477   $ 55,969
               
        Par
Amount*
       

COLLATERALIZED LOAN OBLIGATIONS — 1.4%

       

Babson CLO Ltd., Series 2008-2A Class E, L+975, 7/15/18 ¨

  Asset Management   $ 11,000   $ 9,993   $ 8,104

Babson CLO Ltd., Series 2008-1A Class E, L+550, 7/20/18 ¨

  Asset Management     10,150     7,220     5,485

Westbrook CLO Ltd., Series 2006-1A, L+370,
12/20/20 ¨

  Asset Management     11,000     6,509     5,389
               

TOTAL COLLATERALIZED LOAN OBLIGATIONS

      $ 23,722   $ 18,978
               
        Shares        

EQUITY — 14.1%

       

Common Equity/Interests — 13.8%

       

AB Capital Holdings LLC (Allied Security)

  Business Services     2,000,000   $ 2,000   $ 2,000

A-D Conduit Holdings, LLC (Duraline) **

  Telecommunications     2,778     2,778     3,760

AHC Mezzanine LLC (Advanstar) **

  Media     10,000     10,000     —  

CA Holding, Inc. (Collect America, Ltd.) Series A

  Consumer Finance     25,000     2,500     4,162

CA Holding, Inc. (Collect America, Ltd.) Series AA

  Consumer Finance     4,294     429     859

Clothesline Holdings, Inc. (Angelica)

  Healthcare     6,000     6,000     5,770

Explorer Coinvest LLC (Booz Allen)

  Consulting Services     430     4,300     7,376

FSC Holdings Inc. (Hanley Wood LLC) **

  Media     10,000     10,000     3,520

 

See notes to financial statements.

 

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Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)‡

March 31, 2009

(in thousands, except shares and warrants)

 

INVESTMENTS IN NON-CONTROLLED/NON-

AFFILIATED PORTFOLIO COMPANIES — 168.0%

  Industry   Shares   Cost   Fair
Value(1)

Common Equity/Interests — (continued)

       

Garden Fresh Restaurant Holding, LLC **

  Retail   50,000   $ 5,000   $ 8,463

Gray Energy Services, LLC Class H
(Gray Wireline) **

  Oil & Gas   1,081     2,000     3,590

Gryphon Colleges Corporation (Delta Educational Systems, Inc.) **

  Education   17,500     175     —  

GS Prysmian Co-Invest L.P. (Prysmian Cables & Systems)(5,6)

  Industrial   1     —       43,264

Latham International, Inc. (fka Latham Acquisition Corp.) **

  Leisure Equipment   33,091     3,309     —  

LVI Acquisition Corp. (LVI Services, Inc.) **

  Environmental   6,250     2,500     —  

MEG Energy Corp.(7) **

  Oil & Gas   1,718,388     44,718     43,706

New Omaha Holdings Co-Invest LP (First Data) **

  Financial Services   13,000,000     65,000     47,893

PCMC Holdings, LLC (Pacific Crane) **

  Machinery   40,000     4,000     847

Prism Business Media Holdings, LLC (Penton Media, Inc.) **

  Media   68     14,947     3,443

Pro Mach Co-Investment, LLC **

  Machinery   150,000     1,500     3,158

RC Coinvestment, LLC (Ranpak Corp.) **

  Packaging   50,000     5,000     5,535

Sorenson Communications Holdings, LLC Class A

  Consumer Services   454,828     45     5,943

Varietal Distribution Holdings, LLC Class A **

  Distribution   28,028     28     —  
               

Total Common Equity/Interests

      $ 186,229   $ 193,289
               
        Warrants        

Warrants — 0.3%

       

DSI Holding Company, Inc. (DSI Renal Inc.), Common **

  Healthcare   5,011,327     —       —  

Fidji Luxco (BC) S.C.A., Common (FCI)(5) **

  Electronics   48,769   $ 491   $ 2,591

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Common **

  Education   9,820     98     —  

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class A-1 Preferred **

  Education   45,947     460     655

Gryphon Colleges Corporation (Delta Educational Systems, Inc.), Class B-1 Preferred **

  Education   104,314     1,043     1,308

Latham International, Inc., Common

  Leisure Equipment   347,698     174     —  
               

Total Warrants

      $ 2,266   $ 4,554
               

TOTAL EQUITY

      $ 188,495   $ 197,843
               

TOTAL INVESTMENTS IN NON-CONTROLLED/NON-AFFILIATED PORTFOLIO COMPANIES

      $ 3,082,364   $ 2,345,470
               

 

See notes to financial statements.

 

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Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)‡

March 31, 2009

(in thousands, except shares)

 

INVESTMENTS IN CONTROLLED PORTFOLIO
COMPANIES — 10.1%

   Industry    Shares    Cost    Fair
Value(1)
 

PREFERRED EQUITY — 5.5%

           

Grand Prix Holdings, LLC Series A, 12.00% (Innkeepers USA)

   Hotels, Motels, Inns
& Gaming
   2,989,431    $ 90,074    $ 76,557   
                     

EQUITY

           

Common Equity/Interests — 4.6%

           

AIC Credit Opportunity Fund LLC(8)

   Asset Management       $ 79,377    $ 57,294   

Grand Prix Holdings, LLC
(Innkeepers USA) **

   Hotels, Motels, Inns
& Gaming
   17,335,834      172,664      7,570   
                     

Total Common Equity/Interests

         $ 252,041    $ 64,864   
                     

TOTAL EQUITY

         $ 252,041    $ 64,864   
                     

TOTAL INVESTMENTS IN CONTROLLED PORTFOLIO COMPANIES

         $ 342,115    $ 141,421   
                     

TOTAL INVESTMENTS — 178.1%(9)

         $ 3,424,479    $ 2,486,891   
                     

LIABILITIES IN EXCESS OF OTHER ASSETS — (78.1%)

              (1,090,753
                 

NET ASSETS — 100.0%

            $ 1,396,138   
                 

 

See notes to financial statements.

 

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Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)‡

March 31, 2009

(in thousands)

 

 

(1) Fair value is determined in good faith by or under the direction of the board of directors of the Company (see Note 2).
(2) Includes floating rate instruments that accrue interest at a predetermined spread relative to an index, typically the LIBOR (London Inter-bank Offered Rate), EURIBOR (Euro Inter-bank Offered Rate), GBP LIBOR (London Inter-bank Offered Rate for British Pounds), or the prime rate. At March 31, 2009, the range of interest rates on floating rate bank debt was 4.92% to 9.16%.
(3) Position is held across five US Dollar-denominated tranches with varying yields.
(4) Position is held across three Euro-denominated tranches with varying yields.
(5) Denominated in Euro (€).
(6) The Company is the sole Limited Partner in GS Prysmian Co-Invest L.P.
(7) Denominated in Canadian dollars.
(8) See Note 6.
(9) Aggregate gross unrealized appreciation for federal income tax purposes is $72,338; aggregate gross unrealized depreciation for federal income tax purposes is $1,016,662. Net unrealized depreciation is $944,324 based on a tax cost of $3,431,215.
¨ These securities are exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions that are exempt from registration, normally to qualified institutional buyers.
* Denominated in USD unless otherwise noted.
** Non-income producing security
*** Non-accrual status (see note 2m)
Denote securities where the Company owns multiple tranches of the same broad asset type but whose security characteristics differ. Such differences may include level of subordination, call protection and pricing, differing interest rate characteristics, among other factors. Such factors are usually considered in the determination of fair values.
With the adoption of Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures, the Company has reclassified the Schedule of Investments dated March 31, 2009 to conform to the current period’s presentation.

 

See notes to financial statements.

 

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Table of Contents

APOLLO INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS (continued)

 

Industry Classification

   Percentage of Total
Investments (at
fair value) as of
March 31, 2009

Education

           7.9%    

Healthcare

           7.4%    

Financial Services

           6.3%    

Diversified Service

           6.0%    

Insurance

           5.7%    

Oil & Gas

           5.0%    

Consumer Products

           4.2%    

Transportation

           4.0%    

Retail

           3.9%    

Industrial

           3.6%    

Leisure Equipment

           3.5%    

Hotels, Motels, Inns and Gaming

           3.4%    

Business Services

           3.4%    

Manufacturing

           3.2%    

Asset Management

           3.1%    

Packaging

           2.9%    

Environmental

           2.7%    

Telecommunications

           2.5%    

Consumer Finance

           2.5%    

Consumer Services

           2.4%    

Grocery

           2.3%    

Electronics

           1.9%    

Beverage, Food, & Tobacco

           1.7%    

Machinery

           1.6%    

Market Research

           1.5%    

Consulting Services

           1.1%    

Building Products

           1.0%    

Media

           1.0%    

Publishing

           0.9%    

Chemicals

           0.9%    

Broadcasting & Entertainment

           0.8%    

Distribution

           0.6%    

Direct Marketing

           0.6%    

Agriculture

           0.5%    

Rental Equipment

           0.0%    
    

Total Investments

       100.0%    
    

See notes to financial statements.

 

65


Table of Contents

APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS

(in thousands except share and per share amounts)

Note 1. Organization

Apollo Investment Corporation, a Maryland corporation organized on February 2, 2004, is a closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940. In addition, for tax purposes we have elected to be treated as a regulated investment company (“RIC”), under the Internal Revenue Code of 1986, as amended. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in middle-market companies in the form of mezzanine and senior secured loans, each of which may include an equity component, and, to a lesser extent, by making equity investments in such companies.

Apollo Investment commenced operations on April 8, 2004 receiving net proceeds of $870,000 from its initial public offering selling 62 million shares of common stock at a price of $15.00 per share.

Note 2. Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.

Financial statements are prepared in accordance with GAAP and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of financial statements have been included. In addition, certain amounts totaling $40,993 were reclassified on the statements of assets and liabilities and of cash flows for the year ended March 31, 2009 to conform to the current period’s presentation.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles,” which has become the source of authoritative U.S. GAAP recognized by the FASB to be applied to nongovernmental entities. This supersedes non-SEC accounting and reporting standards and was effective for financial statements issued for interim and annual periods ending after September 15, 2009. This adoption by the Company changed the Company’s references to U.S. GAAP accounting standards but did not impact the Company’s results of operations or financial position.

The significant accounting policies consistently followed by Apollo Investment are:

(a) Security transactions are accounted for on the trade date;

(b) Under procedures established by our board of directors, we value investments, including certain senior secured debt, subordinated debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker or a primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Investments maturing in 60 days or less are valued at cost plus accreted discount, or minus amortized premium, which approximates fair value. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of our board of directors. Such determination of fair values may involve subjective judgments and estimates.

 

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

(in thousands except share and per share amounts)

 

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of our investment adviser responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and discussed with senior management of our investment adviser;

(3) independent valuation firms engaged by our board of directors conduct independent appraisals and review our investment adviser’s preliminary valuations and make their own independent assessment;

(4) the audit committee of the board of directors reviews the preliminary valuation of our investment adviser and that of the independent valuation firm and responds to the valuation recommendation of the independent valuation firm to reflect any comments; and

(5) the board of directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of our investment adviser, the respective independent valuation firm and the audit committee.

Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. When readily available, broker quotations and/or quotations provided by pricing services are considered in the valuation process of independent valuation firms. For the fiscal year ended March 31, 2010, there has been no change to the Company’s valuation techniques and related inputs considered in the valuation process.

In September 2006, the Financial Accounting Standards Board issued guidance related to Fair Value Measurements. This guidance defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This guidance was effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. We adopted this guidance for our first fiscal quarter ended June 30, 2008.

Accounting Standards Codification (“ASC”) 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by the Company at the measurement date.

 

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APOLLO INVESTMENT CORPORATION

NOTES TO FINANCIAL STATEMENTS (continued)

(in thousands except share and per share amounts)

 

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.

On October 10, 2008, revised guidance was issued which provides examples of how to determine fair value in a market that is not active. It did not change the fair value measurement principles set forth in ASC 820. Furthermore, on April 9, 2009, the FASB issued additional revised guidance which provides information on estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. It also includes guidance on identifying circumstances that indicate a transaction is not orderly. According to this guidance in the above circumstances, more analysis and significant adjustments to transaction or quoted prices may be necessary to estimate fair value. In addition, it requires disclosure of any changes in valuation techniques and related inputs resulting from the application. The total effect of the change in valuation techniques and related inputs must also be disclosed by major asset category. This revised guidance was effective for periods ending after June 15, 2009. The adoption did not have a material effect on the Company’s financial position or results of operations. Accounting Standards Update No. 2010-06, Improving Disclosure about Fair Value Measurements was released in January 2010 and is effective for periods beginning after December 15, 2009. This update improves financial statement disclosure around transfers in and out of level 1 and 2 fair value measurements, around valuation techniques and inputs and around other related disclosures. Transfers between levels, if any, are recognized at the end of the reporting period. See certain additional disclosures in note 6.

(c) Gains or losses on investments are calculated by using the specific identification method.

(d) The Company records interest and dividend income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Some of our loans and other investments, including certain preferred equity investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents contractual interest or dividends accrued and is added to the cost of the investment on the respective capitalization dates and generally becomes due at maturity. Loan origination fees, original issue discount, and market discounts are capitalized and we amortize such amounts into income. Upon the prepayment of a loan, any unamortized loan origination fees are recorded as interest income. We record prepayment premiums on loans and other investments as interest income when we receive such amounts. Structuring fees are recorded as other income when earned.

(e) The Company intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies to make distributions of taxable income sufficient to relieve it of substantially all Federal income taxes. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this income. The Company will accrue excise tax on estimated excess taxable income as required.

(f) Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified among the Company’s capital accounts. In addition, the character of income and gains to be distributed is determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America; accordingly, at March 31, 2010, $10,568 was reclassified on our statement of assets and liabilities between accumulated net

 

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