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A N N U a L R E P O R T 2 0 ANNUAL REPORT 2008 CONTENTS Letter to Shareholders 1 Form 10-K 13 To Our Fellow Shareholders: Apollo Investment Corporation (“AINV”) welcomes you with our March 31, 2008 fiscal year Annual Report. It certainly has been a year of extremes. As we began our fiscal year in April 2007, the capital markets were bustling. There was an abundance of leveraged buyout announcements and transactions getting done nearly everyday. The markets were flush with liquidity, banks were lending at generous terms and companies were being purchased and sold for historical record multiples of earnings. Looking back, it clearly was a period of excess for many people and many companies. It was the peak of the credit cycle. As home values continued depreciating during 2007, reports of increasing mortgage defaults struck investors in sub-prime and other mortgage credits with significant losses. It also sent yields upward on most credits searching for new, higher levels. Covenants started coming back into securities and credit risk was being re-evaluated and re-priced. Headlines of trouble at banks and other lenders began rolling in. In addition to losses on mortgage securities, investment and commercial banks were also caught with over $300 billion of unsold commitments to fund leveraged buyouts on terms that were no longer acceptable to debt investors once the broad sell-off of credit began. This had dire consequences for some institutions. With these and many other circumstances to consider, most banks briskly clamped down on lending and the market’s liquidity seemingly dried up overnight. Initially, banks were hopeful and many were patient and sought to hold onto their loans. But, with increasing credit concerns and substantial markdowns of assets across several credit products, many banks were constrained and had limited options. Their challenging situations would lead many of them to seek capital and liquidity in a variety of ways. Some institutions simply began to liquidate all or a portion of their credit commitments at significant discounts… while others sought relatively expensive common and preferred equity capital infusions from current and prospective investors in their companies. The credit crunch was now in full effect. “Having liquidity and significant capital to invest when others do not is strategic for AINV.” Business development companies were created by the United States Congress in 1980 and were initially designed to assist middle-market companies and others with capital needs during periods when capital is constrained. Understanding market cycles and their affects, the United States Congress also understood that companies across America will always need alternative sources of financing. Accordingly, and as a business development company, AINV looks at these market conditions as a time to be accretive. In addition, we also view them as opportunistic times in generating long-term value for our shareholders. Apollo Investment Corporation 2008 Annual | 1 Results For our fiscal year ended on March 31, 2008… and to date, we are pleased that AINV has steered clear of many of the problems and issues experienced by other financial institutions. AINV continues to stay the course and operate its consistent business plan with its cautious and prudent investment strategy. By the time we closed our fiscal year on March 31, 2008, the capital markets were still suffering. It had been a challenging period for many companies, especially for those operating within the Financials sector. Most investors saw significant dips in the value of their investments as panic seemed to fill the marketplace with concerns about everything from a recession to increased defaults to a possible rippling effect from the problems with our country’s financial institutions. No one has a crystal ball to $20,000 know for sure how long and how deep the apparent trough of this cycle will last, but we are $15,000 optimistic about our future given our experience $10,000 across many market cycles as a value investor. $5,000 For our fiscal year ended March 31, 2008, public shares of AINV lost 17.5%, including reinvested $0 dividends. Shareholders investing in AINV at its IPO in April 2004 have received an average annual total return of 9.8% or 45.1% cumulatively through March 31, 2008, assuming reinvestment of dividends. While AINV’s stock price underperformed the S&P 500 Index of -5.1% and the Russell 2000 Financial Services Index of -13.0% for the one year ended March 31, 2008, the stock’s cumulative performance compared favorably to and outperformed the cumulative returns of the S&P 500 Index of 25.0% and the Russell 2000 Financial Services Index of 18.0%, as reflected in the accompanying chart. 2 | Apollo Investment Corporation 2008 Annual AINV’s total return measured on a net asset value basis, assuming reinvested dividends, was -0.6% for the fiscal year ended March 31, 2008, clearly outperforming AINV’s public share price performance for the year. Positive contributors to NAV performance for the fiscal year included our investments in GS Prysmian and MEG Energy. Underperformers and negative contributors to NAV performance were Lexicon Marketing and Arbonne/Natural Products. The average annual and cumulative total returns on a net asset value basis since our IPO in April 2004 and through March 31, 2008 is 13.2% and 63.8%, respectively. For the fiscal year ended March 31, 2008, we were pleased to have generated strong year-over- $2.5 year increases in gross and net investment income. We were also pleased to have generated $2.0 significant net realized capital gains from our $1.5 portfolio of investments. Cumulatively, these $1.0 results are consistent with AINV’s investment $0.5 objectives and its total return focus as a value $0.0 investor. Ultimately, our NAV performance 3/31/05 3/31/06 3/31/07 3/31/08 generated taxable earnings in excess of our annual dividends to shareholders and provides us with continued confidence in our ability to deliver a steady and stable dividend stream to shareholders. During the fiscal year ended March 31, 2008, dividends distributed to shareholders totaled $2.07 per share, an increase of more than 7% from the prior year. Lastly, our March 2008 quarterly dividend of $0.52 per share translated into a relatively high annualized dividend yield of 13.1% based on the fiscal year end public share price of AINV. Apollo Investment Corporation 2008 Annual | 5 Portfolio It was a challenging year for many operating companies, but we remain pleased with the overall fundamental well-being of our portfolio company investments. And while our larger, more liquid portfolio investments offer many fundamental advantages and protections in this market, they are also susceptible to the technically driven volatility of market quoted prices, given our transparent valuation policy of using market quotes when they are readily available. Accordingly, at March 31, 2008, we recorded significant unrealized depreciation on our quoted portfolio versus the prior year end at March 31, 2007. Total unrealized depreciation amounted to $289 million. If our portfolio companies $50 80 70 continue to perform as expected along with $40 60 improvement in the broader capital markets, 50 $30 we would expect to see the market quoted 40 $20 30 prices for our investments increase signifi- 20 cantly in subsequent quarters. $10 10 $0 0 For the fiscal year ended March 31, 2008, we 33/31/05/31/05 3/31/06 3/31/07 3/31/08 added $1.8 billion in gross investments to our portfolio bringing total invested capital since our IPO to over $5.2 billion across 112 portfolio companies. At March 31, 2008, our investment portfolio consisted of 71 portfolio companies valued at $3.2 billion with an average investment size exceeding $45 million. This compares to 57 portfolio companies valued at $2.3 billion with an average investment size exceeding $41 million at March 31, 2007. At March 31, 2008, our portfolio composition was comprised 57% in subordinated debt, 22% in senior secured bank debt, 6% in preferred stock, and 15% in common equity and warrants, as compared to 61% in subordinated debt, 26% in senior secured bank debt, 4% in preferred stock, and 9% in common 6 | Apollo Investment Corporation 2008 Annual equity and warrants at March 31, 2007. The weighted average yield on our debt portfolio was 12.0% at March 31, 2008 as compared to 13.1% at March 31, 2007. The weighted average yield on our subordinated debt portfolio was 12.8% compared to 13.5% the prior year while the weighted average yield on our senior secured bank debt was 10.0% versus 12.3% at March 31, 2007. While significant decreases in LIBOR during the year lowered the yields on many of our assets, they also lowered the cost of our borrowings… leaving our yield spreads and earnings well matched during the year. Relationships AINV's comprehensive externally managed $6.0 90 structure and client service track record 80 $5.0 continues to attract new relationships. 70 $4.0 60 During the fiscal year ended March 31, 50 $3.0 2008, we selectively added 24 new sponsor 40 $2.0 30 relationships. Our credible, consistent, 20 $1.0 capital commitment process continues to 10 $0.0 0 resonate well as bank lending constraints 33/31/05/31/05 3/31/06 3/31/07 3/31/08 have increased considerably the importance of our “no-surprises” financing mandate. Through March 31, 2008, AINV has now invested with or alongside 80 different financial sponsors across 112 portfolio companies. We remain dedicated to offering financing solutions to our existing and new sponsor relationships. Apollo Investment Corporation 2008 Annual | 7 Liquidity and Capital Resources At our fiscal year end on March 31, 2008, AINV held cash and cash equivalents totaling $415 million.
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