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2012年2月8日星期三

Apollo Investment Corporation Announces Quarterly Financial Results, Senior Management Changes, Quarterly Dividend …

NEW YORK, NY–(Marketwire -02/08/12)- Apollo Investment Corporation (NASDAQ: AINV – News)
  • Reports Net Assets of $1.6 billion and Net Asset Value per share of $8.16 as of December 31, 2011 and Net Investment Income of $0.20 per share for the quarter ended December 31, 2011
  • Names Respected Industry Veteran Edward Goldthorpe as President
  • Seeks to Capitalize on Current Market Opportunities by Providing Diverse Array of Private Debt Market Investment Solutions
  • Declares a Dividend of $0.20 per share for the Fiscal Fourth Quarter of 2012
  • Considers an Equity Capital Raise with Support from Apollo Global Management and Related Fee Waiver from Apollo Investment Management
Apollo Investment Corporation (NASDAQ: AINV – News) or the “Company”, “Apollo Investment“, “we” or “our” today announces financial results for its fiscal quarter ended December 30, 2011. Our net investment income was $0.20 per share for the quarter ended December 31, 2011 and net asset value (“NAV”) was $8.16 per share as of December 31, 2011.
The Board announced today that Mr. Edward Goldthorpe will be joining Apollo Investment Corporation as its President, succeeding Mr. Patrick Dalton, who formerly held positions as President and Chief Operating Officer. Mr. Edward Goldthorpe will also replace Mr. Dalton as Chief Investment Officer of our investment adviser. The Company announced that its Board of Directors has appointed Mr. James Zelter as the Company‘s interim President, effective immediately. He will also serve as interim CIO of Apollo Investment Management until Mr. Goldthorpe joins, which is expected to occur in the next 90 days. Mr. Zelter will retain his position as Chief Executive Officer of the Company. Apollo Investment also announced that its Board of Directors has appointed Mr. Gene Donnelly, Apollo Global Management, LLC’s CFO, as interim CFO and Treasurer for the Company. Mr. Donnelly succeeds Mr. Richard Peteka who formerly served as the Company’s CFO and Treasurer. Mr. Donnelly will serve as interim CFO and Treasurer until a permanent replacement has been appointed by the Board. The Board also named Ms. Eileen Patrick as the Executive Vice President of Corporate Strategy for the Company. In this newly created role, Ms. Patrick will assist in the execution of Apollo Investment Corporation’s strategic expansion during this period of transition.
In order to capitalize on various proprietary market opportunities and to maintain an appropriate capital structure, the Board has authorized management to explore whether the Company should raise up to $200 million of additional equity capital, which may be conducted, among other means, through either a marketed deal or a rights offering. Apollo Global Management has informed the Company that it intends to support AINV’s equity capital raise, which in the case of a rights offering could include the exercise of oversubscription rights as a backstop for up to $50 million. In further support of an equity offering, Apollo Investment Management has informed the Company that it intends to waive its management and incentive fees associated with any shares issued through this offering. Additionally, Apollo Global Management may also purchase shares of AINV in the open market.
The Company also announced that its Board of Directors has declared for the fourth fiscal quarter of 2012 a dividend of $0.20 per share, payable on April 3, 2012 to stockholders of record as of February 18, 2012. We believe having a dividend that is more closely aligned with net investment income per share is prudent and appropriate. The specific tax characteristics of this dividend will be reported to stockholders on Form 1099 after the end of the calendar year.
Mr. Zelter, Apollo Investment Corporation’s Chief Executive Officer, said, “Since the onset of the global credit crisis, we believe the role of business development companies such as Apollo Investment Corporation has become increasingly important, filling the gap left by banks and traditional financial services companies. Prior to the credit crisis, AINV focused primarily on providing acquisition financing to middle market private equity sponsors. Today, we believe the growing void in the capital markets creates attractive opportunities for our business. Consequently, we intend to expand our footprint to provide a wider array of proprietary private financing solutions for companies across a broad spectrum of industries and situations. The changes we have announced today, including more closely aligning our dividend with our net investment income and our decision to explore the raising of additional equity capital, are designed to reposition us to grow our business in the current environment.”
Mr. Zelter continued, “We are very pleased that industry veteran Edward Goldthorpe has agreed to join the senior management team at AINV, and we are confident he will play a major role in driving growth and value creation for the Company. Broadly speaking, we believe the changes we have made will enable us to capitalize on the meaningful opportunities we see in the current market and generate attractive risk-adjusted returns for our shareholders.”
ABOUT EDWARD J. GOLDTHORPE:Mr. Goldthorpe was most recently with Goldman Sachs for the past 13 years, where he served as a Managing Director with the Bank Loan Distressed Investing Desk (2009-2012), and prior to that Mr. Goldthorpe was a Managing Director with the Special Situations Group within the firm’s Securities Division (2005-2009). Previously, Mr. Goldthorpe was a Vice President in the High Yield Distressed Group (2001-2005), an analyst in the Merchant Banking Division (2000-2001), and an analyst in the Investment Banking Division (1999-2000).
FINANCIAL HIGHLIGHTS FOR THE QUARTER ENDED DECEMBER 31, 2011:
At December 31, 2011:
Total Assets: $2.9 billion
Investment Portfolio: $2.8 billion
Net Assets: $1.6 billion
Net Asset Value per share: $8.16
Portfolio Activity for the Quarter Ended December 31, 2011:
Investments made during the quarter: $95 million
Number of new portfolio companies invested: 3
Investments sold or prepaid during the quarter: $175 million
Number of portfolio company exits: 5
Operating Results for the Quarter Ended December 31, 2011 (in thousands, except per share amounts):
Net investment income: $38,538
Net realized and unrealized gain: $25,159
Net increase in net assets from operations: $63,697
Net investment income per share: $0.20
Net realized and unrealized gain per share: $0.12
Earnings per share — basic: $0.32
Earnings per share — diluted: $0.31
CONFERENCE CALL / WEBCAST AT 11:00 AM EST ON FEBRUARY 8, 2012
The Company will host a conference call at 11:00 a.m. (Eastern Standard Time) on Wednesday, February 8, 2012 to present third fiscal quarter results. All interested parties are welcome to participate in the conference call by dialing (888) 802-8579 approximately 5-10 minutes prior to the call, international callers should dial (973) 633-6740. Participants should reference Apollo Investment Corporation or Conference ID: 40610975 when prompted. Following the call you may access a replay of the event either telephonically or via audio webcast. The telephonic replay will be available through February 22, 2012 by calling (800) 585-8367; international callers please dial (404) 537-3406, reference pin #40610975. The audio webcast will be available later that same day. To access the audio webcast please visit the Event Calendar in the Investor Relations section of our website at www.apolloic.com.
PORTFOLIO AND INVESTMENT ACTIVITYDuring the three months ended December 31, 2011, we invested $95 million across 3 new and 6 existing portfolio companies, through a combination of primary and secondary market purchases. This compares to investing $382 million in 8 new and 3 existing portfolio companies for the three months ended December 31, 2010. Investments sold or prepaid during the three months ended December 31, 2011 totaled $175 million versus $481 million for the three months ended December 31, 2010.
At December 31, 2011, our portfolio consisted of 67 portfolio companies and was invested 29% in senior secured loans, 60% in subordinated debt, 1% in preferred equity and 10% in common equity and warrants measured at fair value versus 69 portfolio companies invested 29% in senior secured loans, 62% in subordinated debt, 1% in preferred equity and 8% in common equity and warrants at December 31, 2010.
The weighted average yields on our senior secured loan portfolio, subordinated debt portfolio and total debt portfolio as of December 31, 2011 at our current cost basis were 9.7%, 12.6% and 11.7%, respectively. At December 31, 2010, the yields were 8.7%, 12.9% and 11.5%, respectively.
Since the initial public offering of Apollo Investment in April 2004 and through December 31, 2011, invested capital totaled over $8.6 billion in 164 portfolio companies. Over the same period, Apollo Investment completed transactions with more than 100 different financial sponsors.
At December 31, 2011, 66% or $1.7 billion of our income-bearing investment portfolio is fixed rate and 34% or $0.8 billion is floating rate, measured at fair value. On a cost basis, 65% or $1.8 billion of our income-bearing investment portfolio is fixed rate and 35% or $1.0 billion is floating rate. At December 31, 2010, 63% or $1.7 billion of our income-bearing investment portfolio was fixed rate and 37% or $1.0 billion was floating rate. On a cost basis, 63% or $1.8 billion of our income-bearing investment portfolio was fixed rate and 37% or $1.0 billion was floating rate.
RESULTS OF OPERATIONS
Results comparisons below are for the three and nine months ended December 31, 2011 and December 31, 2010.
Investment Income
For the three and nine months ended December 31, 2011, gross investment income totaled $83.8 million and $272.4 million, respectively. For the three and nine months ended December 31, 2010, gross investment income totaled $94.3 million and $264.1 million, respectively. The decrease in gross investment income for the three months ended December 31, 2011 as compared to the three months ended December 31, 2010 was primarily due to a decrease in the receipt of prepayment premiums and other deal related income. The increase in gross investment income for the nine months ended December 31, 2011 as compared to the nine months ended December 31, 2010 was primarily due to an increase in the receipt of prepayment premiums and other deal related income.
Expenses
Expenses totaled $45.3 million and $140.7 million, respectively, for the three and nine months ended December 31, 2011, of which $24.3 million and $75.6 million, respectively, were base management fees and performance-based incentive fees and $16.9 million and $50.2 million, respectively, were interest and other debt expenses. Administrative services and other general and administrative expenses totaled $4.0 million and $14.9 million, respectively, for the three and nine months ended December 31, 2011. Expenses totaled $44.2 million and $122.9 million, respectively, for the three and nine months ended December 31, 2010, of which $27.7 million and $80.1 million, respectively, were base management fees and performance-based incentive fees and $13.4 million and $34.1 million, respectively, were interest and other debt expenses. Administrative services and other general and administrative expenses totaled $3.0 million and $8.8 million, respectively, for the three and nine months ended December 31, 2010. Expenses consist of base investment advisory and management fees, insurance expenses, administrative services fees, legal fees, directors’ fees, audit and tax services expenses, and other general and administrative expenses. The increase in expenses from the December 2010 periods to the December 2011 periods was primarily due to an increase in interest expense as our average interest cost in the current periods is over 100 basis points higher than in the year ago periods and the average debt outstanding is roughly $150 million higher on a year over year basis. The increase in average interest cost resulted from the issuance of new tranches of long-term fixed rate debt in periods during and subsequent to the three and nine month periods ended December 31, 2010. In addition, in the nine month period ended December 31, 2011, the Company recognized approximately $4.0 million in net non-recurring expenses, including legal and other professional expenses of $4.7 million net of a non-recurring reduction of administrative expenses.
Net Investment Income
The Company’s net investment income totaled $38.5 million and $131.7 million, or $0.20 and $0.67, per average basic share, respectively, for the three and nine months ended December 31, 2011. The Company’s net investment income totaled $50.1 million and $141.1 million, or $0.26 and $0.73, per average basic share, respectively, for the three and nine months ended December 31, 2010.
Net Realized Losses
The Company had investment sales and prepayments totaling $175 million and $1.3 billion, respectively, for the three and nine months ended December 31, 2011. The Company had investment sales and prepayments totaling $481 million and $722 million, respectively, for the three and nine months ended December 31, 2010. Net realized losses for the three and nine months ended December 31, 2011 were $275.0 million and $341.1 million, respectively. For the three and nine months ended December 31, 2010, net realized losses totaled $64.9 million and $150.5 million, respectively. Net realized losses for the three and nine month periods ended December 31, 2011 were primarily derived from the exits of select investments, specifically Grand Prix Holdings, which accounted for $274 million of the realized loss totals, but also included Playpower Holdings, TL Acquisitions and FSC Holdings. The realized losses incurred upon the exit of these investments reversed out previously reported unrealized losses. Net realized losses for the three and nine months ended December 31, 2010 were primarily derived from selective exits and restructurings of underperforming investments.
Net Unrealized Appreciation (Depreciation) on Investments, Cash Equivalents and Foreign Currencies
For the three and nine months ended December 31, 2011, net change in unrealized appreciation on the Company’s investments, cash equivalents, foreign currencies and other assets and liabilities totaled $300.2 million and $5.9 million, respectively. For the three and nine months ended December 31, 2010, net change in unrealized appreciation on the Company’s investments, cash equivalents, foreign currencies and other assets and liabilities totaled $99.3 million and $77.7 million, respectively. For the three months ended December 31, 2011, the increase in unrealized appreciation was mainly derived from the reclassification of $274 million of previously recognized unrealized depreciation on our investment in Grand Prix Holdings to a realized loss. For the nine months ended December 31, 2011, the change in unrealized depreciation was comprised of the impact from Grand Prix Holdings together with the general decline in capital market conditions during the period. For the three and nine months ended December 31, 2010, net unrealized appreciation was impacted by net changes in specific portfolio company fundamentals and stronger capital market conditions.
Net Increase (Decrease) in Net Assets From Operations
For the three months ended December 31, 2011, the Company had a net increase in net assets resulting from operations of $63.7 million. For the nine months ended December 31, 2011, the Company had a net decrease in net assets resulting from operations of $203.5 million. For the three and nine months ended December 31, 2010, the Company had a net increase in net assets resulting from operations of $84.5 million and $68.4 million, respectively. For the three months ended December 31, 2011 basic and diluted earnings per average share were $0.32 and $0.31, respectively. For the nine months ended December 31, 2011, basic and diluted losses per average share were $1.04 and $1.04, respectively. The basic and diluted earnings per average share were $0.43 and $0.36 for the three and nine months ended December 31, 2010.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our senior secured, multi-currency $1.254 billion revolving credit facility maturing on April 12, 2013 (see note 10 within the Notes to Financial Statements) (the “Facility”), our senior secured notes, investments in special purpose entities in which we hold and finance particular investments on a non-recourse basis, as well as from cash flows from operations, investment sales of liquid assets and prepayments of senior and subordinated loans and income earned from investments. The Company also has investments in its portfolio that contain PIK provisions. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of dividends, even though the Company has not yet collected the cash. For the nine months ended December 31, 2011, accrued PIK totaled $13.1 million, on total investment income of $272.4 million. On April 13, 2011, $380 million of commitments on the Facility matured. At December 31, 2011, the Company had $743 million in borrowings outstanding on its Facility and $511 million of unused capacity. As of December 31, 2011, aggregate lender commitments under the Facility total $1.254 billion.
On May 3, 2010, the Company closed on its most recent follow-on public equity offering of 17.25 million shares of common stock at $12.40 per share raising approximately $204 million in net proceeds. In the future, the Company may raise additional equity or debt capital, among other considerations. The primary use of funds will be investments in portfolio companies, reductions in debt outstanding and other general corporate purposes, including the payment of interest, fees or distributions to shareholders.
On September 30, 2010, the Company entered into a note purchase agreement, providing for a private placement issuance of $225 million in aggregate principal amount of five-year, senior secured notes with a fixed interest rate of 6.25% and a maturity date of October 4, 2015 (the “Senior Secured Notes”). On October 4, 2010, the Senior Secured Notes were sold to certain institutional accredited investors pursuant to an exemption from registration under the Securities Act of 1933, as amended. Interest on the Senior Secured Notes will be due semi-annually on April 4 and October 4, commencing on April 4, 2011. The proceeds from the issuance of the Senior Secured Notes were primarily used to reduce other outstanding borrowings and/or commitments on the Company’s Facility.
On January 25, 2011, the Company closed a private offering of $200 million aggregate principal amount of senior unsecured convertible notes (the “Convertible Notes”). The Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Convertible Notes bear interest at an annual rate of 5.75%, payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2011. The Convertible Notes will mature on January 15, 2016 unless earlier converted or repurchased at the holder’s option. Prior to December 15, 2015, the Convertible Notes will be convertible only upon certain corporate reorganizations, dilutive recapitalizations or dividends, or if, during specified periods our shares trade at more than 130% of the then applicable conversion price or the Convertible Notes trade at less than 97% of their conversion value and, thereafter, at any time. The Convertible Notes will be convertible by the holders into shares of common stock, initially at a conversion rate of 72.7405 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (14,548,100 common shares) corresponding to an initial conversion price per share of approximately $13.75, which represents a premium of 17.5% to the $11.70 per share closing price of the Company’s common stock on The NASDAQ Global Select Market on January 19, 2011. The conversion rate will be subject to adjustment upon certain events, such as stock splits and combinations, mergers, spin-offs, increases in dividends in excess of $0.28 per share per quarter and certain changes in control. Certain of these adjustments, including adjustments for increases in dividends, are subject to a conversion price floor of $11.70 per share. The Convertible Notes are senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including existing unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.
On August 11, 2011, the Company adopted a plan for the purpose of repurchasing up to $200 million of its common stock in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company’s plan was designed to allow it to repurchase its shares both during its open window periods and at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. A broker selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. Repurchases are subject to SEC regulations as well as certain price, market volume and timing constraints specified in the plan. While the portion of the plan reliant on Rule 10b-18 remains in effect, the portion reliant on Rule 10b5-1 is subject to periodic renewal and is not currently in effect. As of December 31, 2011, no shares have been repurchased.
On September 29, 2011, the Company closed a private offering of $45 million aggregate principal amount of senior secured notes (the “Notes”) consisting of two series: (1) 5.875% Senior Secured Notes, Series A, of the Company due September 29, 2016 in the aggregate principal amount of $29 million; and (2) 6.250% Senior Secured Notes, Series B, of the Company due September 29, 2018, in the aggregate principal amount of $16 million. The Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The net proceeds from the offering of Notes are intended to be used to fund new portfolio investments, reduce outstanding borrowings on the Company’s Facility and for general corporate purposes, including the payment of interest, fees or distributions to shareholders.
APOLLO INVESTMENT CORPORATION
STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except per share amounts)

December 31, 2011
(unaudited)      March 31, 2011
-----------------  ---------------
Assets
Non-controlled/non-affiliated
investments, at value (cost--$2,813,436
and $2,900,378, respectively)           $       2,577,312  $     2,901,295
Non-controlled/affiliated investments,
at value (cost--$0 and $22,407,
respectively)                                          --           37,295
Controlled investments, at value (cost--
$221,639 and $376,051, respectively)              201,543          111,568
Cash                                                    --            5,471
Foreign currency (cost--$632 and $881,
respectively)                                         635              883
Receivable for investments sold                     81,810           13,461
Interest receivable                                 60,505           45,686
Dividends receivable                                    13            5,131
Miscellaneous income receivable                      1,216               --
Receivable from investment adviser                      --              576
Prepaid expenses and other assets                   19,902           27,447
-----------------  ---------------

Total assets                           $       2,942,936  $     3,148,813
-----------------  ---------------

Liabilities
Debt                                     $       1,213,185  $     1,053,443
Payable for investments purchased                   25,000           37,382
Dividends payable                                   55,172           54,740
Management and performance-based
incentive fees payable)                            24,327           27,553
Interest payable                                    10,614            9,703
Accrued administrative expenses                      2,502            1,738
Other liabilities and accrued expenses               2,665            3,223
Due to custodian                                     2,064               --
-----------------  ---------------

Total liabilities                      $       1,335,529  $     1,187,782
-----------------  ---------------

Net Assets
Common stock, par value $.001 per share,
400,000 and 400,000 common shares
authorized, respectively, and 197,043
and 195,502 issued and outstanding,
respectively                            $             197  $           196
Paid-in capital in excess of par                 2,886,449        2,871,559
Undistributed net investment income                 23,271           56,557
Accumulated net realized loss                   (1,055,001)        (713,873)
Net unrealized depreciation                       (247,509)        (253,408)
-----------------  ---------------

Total net assets                       $       1,607,407  $     1,961,031
-----------------  ---------------

Total liabilities and net assets       $       2,942,936  $     3,148,813
-----------------  ---------------

Net Asset Value Per Share                $            8.16  $         10.03
-----------------  ---------------

APOLLO INVESTMENT CORPORATION
STATEMENTS OF OPERATIONS (unaudited)
(in thousands, except per share amounts)

Three months ended           Nine months ended
--------------------------  --------------------------
December 31,  December 31,  December 31,  December 31,
2011          2010          2011          2010
------------  ------------  ------------  ------------
INVESTMENT INCOME:
From non-
controlled/non-
affiliated
investments:
Interest            $     77,220  $     83,820  $    238,264  $    233,166
Dividends                  1,125           992         5,410         3,712
Other income               3,521         6,650        16,761        11,958
From non-
controlled/
affiliated
investments:
Interest                      --         2,746           899         9,088
From controlled
investments:
Interest                   1,297            --         2,565            --
Dividends                    652            --         8,489         6,031
Other income                  --           110            --           110
------------  ------------  ------------  ------------

Total Investment
Income            $     83,815  $     94,318  $    272,388  $    264,065
------------  ------------  ------------  ------------

EXPENSES:
Management fees     $     14,693  $     15,203  $     46,171  $     44,787
Performance-based
incentive fees            9,634        12,532        29,398        35,284
Interest and other
debt expenses            16,926        13,433        50,222        34,079
Administrative
services expense          1,500         1,540         3,887         4,348
Other general and
administrative
expenses                  2,524         1,484        10,978         4,432
------------  ------------  ------------  ------------

Total expenses           45,277        44,192       140,656       122,930
------------  ------------  ------------  ------------

Net investment
income           $     38,538  $     50,126  $    131,732  $    141,135
------------  ------------  ------------  ------------

REALIZED AND
UNREALIZED GAIN
(LOSS) ON
INVESTMENTS, CASH
EQUIVALENTS AND
FOREIGN CURRENCIES:
Net realized gain
(loss):
Non-controlled/
non-affiliated
investments and
cash equivalents  $     (1,746) $    (55,650) $    (85,208) $   (142,777)
Non-controlled/
affiliated
investments                167            --        19,039            --
Controlled
investments           (274,452)           --      (274,452)           --
Foreign currencies        1,036        (9,289)         (507)       (7,673)
------------  ------------  ------------  ------------

Net realized loss     (274,995)      (64,939)     (341,128)     (150,450)
------------  ------------  ------------  ------------

Net change in
unrealized gain
(loss):
Investments and
cash equivalents       298,005        89,088        (7,464)       71,140
Foreign currencies        2,149        10,229        13,363         6,535
------------  ------------  ------------  ------------

Net change in
unrealized gain
(loss)                300,154        99,317         5,899        77,675
------------  ------------  ------------  ------------

Net realized and
unrealized gain
(loss) from
investments, cash
equivalents and
foreign currencies       25,159        34,378      (335,229)      (72,775)
------------  ------------  ------------  ------------

NET INCREASE
(DECREASE) IN NET
ASSETS RESULTING
FROM OPERATIONS     $     63,697  $     84,504  $   (203,497) $     68,360
------------  ------------  ------------  ------------

EARNINGS (LOSS) PER
SHARE BASIC         $       0.32  $       0.43  $      (1.04) $       0.36
DILUTED              $       0.31  $       0.43  $      (1.04) $       0.36
------------  ------------  ------------  ------------
About Apollo Investment Corporation
Apollo Investment Corporation is a closed-end investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. The Company’s investment portfolio is principally in middle-market private companies. From time to time, the Company may also invest in public companies. The Company invests primarily in senior secured loans and mezzanine loans and equity in furtherance of its business plan. Apollo Investment Corporation is managed by Apollo Investment Management, L.P., an affiliate of Apollo Management, L.P., a leading private equity investor.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties, including, but not limited to, statements as to our future operating results; our business prospects and the prospects of our portfolio companies; the impact of investments that we expect to make; the dependence of our future success on the general economy and its impact on the industries in which we invest; the ability of our portfolio companies to achieve their objectives; our expected financings and investments; the adequacy of our cash resources and working capital; and the timing of cash flows, if any, from the operations of our portfolio companies.
We may use words such as “anticipates,” “believes,” “expects,” “intends”, “will”, “should,” “may” and similar expressions to identify forward-looking statements. Such statements are based on currently available operating, financial and competitive information and are subject to various risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the date on which they are made. We do not undertake to update our forward-looking statements unless required by law.
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2012年2月3日星期五

Simon Property Group Reports Fourth Quarter Results, Announces Increase In Quarterly Dividend and Provides 2012 Guidance

INDIANAPOLIS, Feb. 3, 2012 /PRNewswire-FirstCall/ — Simon Property Group, Inc. (the “Company” or “Simon”) (NYSE: SPG – News) today reported results for the quarter and year ended December 31, 2011.
Results for the Quarter
  • Net income attributable to common stockholders was $362.9 million, or $1.24 per diluted share, as compared to $217.9 million, or $0.74 per diluted share, in the prior year period. The increase on a per share basis was 67.6%.

  • Funds from Operations (“FFO”) was $678.9 million, or $1.91 per diluted share, as compared to $638.7 million, or $1.80 per diluted share, in the prior year period. The increase on a per share basis was 6.1%.
Results for the Year
  • Net income attributable to common stockholders was $1.021 billion, or $3.48 per diluted share, as compared to $610.4 million, or $2.10 per diluted share, in the prior year. The increase on a per share basis was 65.7%.

  • FFO was $2.439 billion, or $6.89 per diluted share, as compared to $1.770 billion, or $5.03 per diluted share, in the prior year. The increase on a per share basis was 37.0%.  2010 FFO as adjusted for debt extinguishment charges was $2.121 billion or $6.03 per diluted share. The increase on an as adjusted per share basis was 14.3%.
“Our portfolio of high quality assets continues to demonstrate strength as our regional malls and Premium Outlets generated comparable property net operating income growth of 4.5% in the quarter,” said David Simon, Chairman and Chief Executive Officer. “Occupancy in the portfolio was 30 basis points higher than one year ago and our tenants reported a robust increase in sales of 10.7%. Financing activities during the quarter enhanced our industry leading balance sheet and the ramping up of development and redevelopment activities positions us to continue to deliver strong results for our stockholders. Given our results in 2011 and our current view of 2012, we are also pleased to announce an increase in our quarterly dividend to $0.95 per share from $0.90.”
U.S. Operational Statistics(1)


As ofAs of%

December 31, 2011December 31, 2010Increase
Occupancy(2)94.8%94.5%+ 30 basis points
Total Sales per Sq. Ft. (3)$536$48410.7%
Average Rent per Sq. Ft. (2)$39.42$37.774.4%
(1)  Combined information for U.S. regional malls and U.S. Premium Outlets, including the Prime portfolio. Prior period amounts have been restated to include Prime. Does not include information for properties owned by SPG-FCM (the Mills portfolio).
(2)  Represents mall stores in regional malls and all owned gross leasable area in Premium Outlets.
(3)  Rolling 12 month sales per square foot for mall stores less than 10,000 square feet in regional malls and all owned gross leasable area in Premium Outlets.
Dividends
Today the Company announced that the Board of Directors declared a quarterly common stock dividend of $0.95 per share, an increase of 5.6% from the previous quarter. This dividend is payable on February 29, 2012 to stockholders of record on February 15, 2012.
The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred (NYSE: SPGPrJ) Stock of $1.046875 per share, payable on March 30, 2012 to stockholders of record on March 16, 2012.
Acquisitions and Dispositions
During the fourth quarter and subsequent to year-end, the Company completed several property transactions:
  • Exchanged its 50% ownership interests in six malls and one community center with the Macerich Company for their 50% ownership interests in five malls and one community center. No cash was exchanged other than customary net working capital adjustments. As a result of the transaction, Simon owns 100% of Empire Mall, Lindale Mall, Mesa Mall, Rushmore Mall, Southern Hills Mall and Empire East, and the Macerich Company owns 100% of Eastland Mall, Lake Square Mall, Northpark Mall, South Ridge Mall, Southpark Mall, Valley Mall and Eastland Convenience Center.

  • Disposed of its interests in three properties:  Gwinnett Place, Factory Merchants Branson and Crystal River Mall.

  • Acquired an additional 25% ownership interest in Del Amo Fashion Center, increasing its ownership interest to 50%.

  • Sold its 49% interest in Gallerie Commerciali Italia (“GCI”) in the first quarter of 2012. As a result of this transaction, the Company no longer owns an interest in any assets in Italy.
A net gain was recorded in the fourth quarter of 2011 as a result of the Macerich Company transaction and three U.S. property dispositions.
Capital Markets
On October 5th, the Company announced that it entered into a new unsecured revolving credit facility that increased the Company’s borrowing capacity to $4.0 billion. This facility, which can be increased to $5.0 billion during its term, will initially mature on October 30, 2015, and can be extended for an additional year to October 30, 2016 at the Company’s sole option. The base interest rate on the Company’s new facility is LIBOR plus 100 basis points.
On November 10th, the Company announced the sale of $1.2 billion of senior unsecured notes in an underwritten public offering by its majority-owned partnership subsidiary, Simon Property Group, L.P. The offering consisted of $500.0 million of 2.800% notes due 2017 and $700.0 million of 4.125% notes due 2021. Net proceeds from the offering were used to partially repay the outstanding U.S. dollar balance of the senior unsecured credit facility and for general business purposes.
Development Activity
In the U.S.
The Company has two new development projects under construction:
  • Merrimack Premium Outlets in Merrimack, New Hampshire – a 409,000 square foot upscale outlet center located one hour north of metropolitan Boston and scheduled to open on June 14, 2012. Over 100 designer and brand outlet stores will be represented at the center. The Company owns 100% of this project.
  • Tanger Outlets – Texas City – a 350,000 square foot upscale outlet center located in Texas City, Texas. The center is located approximately 30 miles south of Houston and 20 miles north of Galveston and is scheduled to open in October of 2012. The Company owns a 50% interest in this project.
Renovation and expansion projects are underway at 23 centers in addition to the restoration of Opry Mills in Nashville, Tennessee. Opry Mills has been closed since it was damaged by a historic flood in May of 2010.  The center is scheduled to reopen on March 29, 2012.
In 2011, the Company opened 38 new anchors and big box tenants, aggregating 1.7 million square feet of activity. Approximately 30 anchors and big boxes are currently scheduled to open in 2012 and 2013.
International
On December 8th, the Company completed the 90,000 square foot expansion of Ami Premium Outlets in Ibaraki Prefecture, Japan. The expansion was 100% leased at opening. The Company owns a 40% interest in this project.
The grand opening of Johor Premium Outlets, the Company’s first Premium Outlet Center® in Southeast Asia, was held on December 11th. The center encompasses 190,000 square feet of gross leasable area featuring 80 stores and is strategically located in Johor, Malaysia. Johor Premium Outlets is close to Senai Airport and less than an hour’s drive from the city center of Singapore and about three hours from Kuala Lumpur. The center was 100% leased at opening. The Company owns the property in a 50/50 partnership with Genting Berhad.
Today marks the groundbreaking for Busan Premium Outlets, a 240,000 square foot upscale outlet center that will serve southeastern Korea, including the cities of Busan, Ulsan and Daegu, as well as local and overseas visitors. The Company owns a 50% interest in this project, which will be its third Premium Outlet Center in Korea.
2012 Guidance
The Company estimates that FFO will be within a range of $7.20 to $7.30 per diluted share for the year ending December 31, 2012, and diluted net income will be within a range of $3.28 to $3.38 per share.
The following table provides the reconciliation of the range of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share.
For the year ending December 31, 2012

LowHigh

EndEnd



Estimated diluted net income available to common stockholders per share$3.28$3.38



Gain on sale of interest in GCI(0.08)(0.08)



Depreciation and amortization including the Company’s share of joint ventures4.004.00



Estimated diluted FFO per share$7.20$7.30
The 2012 guidance reflects management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels, capital spend on new and redevelopment activities, and the earnings impact of the events referenced in this release and previously disclosed. The guidance also reflects management’s view of future capital market conditions, which is generally consistent with the current forward rates for LIBOR and U.S. Treasury bonds. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, possible capital markets activity or possible future impairment charges. The guidance takes into account the impact of all transactions that have already occurred, including the initial FFO dilution from the sale of the Company’s 49% interest in GCI. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. By definition, FFO does not include real estate-related depreciation and amortization or gains or losses resulting from the sale of, or impairment charges relating to, previously depreciated operating properties. This guidance is a forward-looking statement and is subject to the risks and other factors described elsewhere in this release.
Conference Call
The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investors tab), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 11:00 a.m. Eastern Time (New York time) today, February 3, 2012. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com.
Supplemental Materials and Website
The Company has prepared a supplemental information package which is available at www.simon.com in the Investors section, Financial Information tab. It has also been furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.
We routinely post important information for investors on our website, www.simon.com, in the “Investors” section. We intend to use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Non-GAAP Financial Measures
This press release includes FFO, FFO as adjusted and comparable property net operating income growth, which are adjusted from financial performance measures defined by accounting principles generally accepted in the United States (“GAAP”). Reconciliations of these measures to the most directly comparable GAAP measures are included within this press release or the Company’s supplemental information package.  FFO and comparable property net operating income growth are financial performance measures widely used in the REIT industry.
Forward-Looking Statements
Certain statements made in this press release may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that our expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the Company’s ability to meet debt service requirements, the availability and terms of financing, changes in the Company’s credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, intensely competitive market environment in the retail industry, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading “Risk Factors” in its annual and quarterly periodic reports filed with the SEC.  The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forwardlooking statements, whether as a result of new information, future developments, or otherwise.
Simon Property Group
Simon Property Group, Inc. is an S&P 500 company and the largest real estate company in the U.S.  The Company currently owns or has an interest in 337 retail real estate properties comprising 245 million square feet in North America and Asia.  Simon Property Group is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide.  The Company’s common stock is publicly traded on the NYSE under the symbol SPG.  For further information, visit the Simon Property Group website at www.simon.com.
Simon Property Group, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)




















For the Three Months
For the Twelve Months

Ended December 31,
Ended December 31,

2011
2010
2011
2010








REVENUE:






 Minimum rent$ 706,099
$ 672,606
$ 2,664,724
$ 2,429,519
 Overage rent65,068
56,668
140,842
110,621
 Tenant reimbursements315,916
298,146
1,177,269
1,083,780
 Management fees and other revenues35,009
34,310
128,010
121,207
 Other income49,245
57,988
195,587
212,503
   Total revenue1,171,337
1,119,718
4,306,432
3,957,630








EXPENSES:






 Property operating105,559
98,615
436,571
414,264
 Depreciation and amortization277,536
276,418
1,065,946
982,820
 Real estate taxes95,803
90,893
369,755
345,960
 Repairs and maintenance33,539
37,875
113,496
102,425
 Advertising and promotion34,383
34,641
107,002
97,194
 Provision for credit losses3,325
5,190
6,505
3,130
 Home and regional office costs37,583
36,615
128,618
109,314
 General and administrative14,705
5,358
46,319
21,267
 Transaction expenses-
6,418
-
68,972
 Other35,823
23,633
97,078
68,045
   Total operating expenses638,256
615,656
2,371,290
2,213,391
OPERATING INCOME533,081
504,062
1,935,142
1,744,239








Interest expense(246,507)
(252,405)
(983,526)
(1,027,091)
Loss on extinguishment of debt-
-
-
(350,688)
Income tax expense of taxable REIT subsidiaries(877)
(2,291)
(3,583)
(1,734)
Income from unconsolidated entities31,677
25,192
81,238
75,921
Impairment charge from investments in unconsolidated entities-
(8,169)
-
(8,169)
Gain upon acquisition of controlling interests, and on sale or disposal






of assets and interests in unconsolidated entities, net124,557
687
216,629
321,036
CONSOLIDATED NET INCOME441,931
267,076
1,245,900
753,514








Net income attributable to noncontrolling interests78,167
48,318
221,101
136,476
Preferred dividends834
835
3,337
6,614








NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS$ 362,930
$ 217,923
$ 1,021,462
$ 610,424
















BASIC EARNINGS PER COMMON SHARE:






   Net income attributable to common stockholders$ 1.24
$ 0.74
$ 3.48
$ 2.10








DILUTED EARNINGS PER COMMON SHARE:






   Net income attributable to common stockholders$ 1.24
$ 0.74
$ 3.48
$ 2.10
Simon Property Group, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheets
(Dollars in thousands, except share amounts)












December 31,
December 31,

2011
2010
ASSETS:


   Investment properties at cost$ 29,657,046
$ 27,508,735
       Less – accumulated depreciation8,388,130
7,711,304

21,268,916
19,797,431
   Cash and cash equivalents798,650
796,718
   Tenant receivables and accrued revenue, net486,731
426,736
   Investment in unconsolidated entities, at equity1,378,084
1,390,105
   Deferred costs and other assets1,633,544
1,795,439
   Notes receivable from related party651,000
651,000
       Total assets$ 26,216,925
$ 24,857,429




LIABILITIES:


   Mortgages and other indebtedness$ 18,446,440
$ 17,473,760
   Accounts payable, accrued expenses, intangibles, and deferred revenues1,091,712
993,738
   Cash distributions and losses in partnerships and joint ventures, at equity695,569
485,855
   Other liabilities and accrued dividends170,971
184,855
       Total liabilities20,404,692
19,138,208




Commitments and contingencies


Limited partners’ preferred interest in the Operating Partnership and noncontrolling


   redeemable interests in properties267,945
85,469




EQUITY:


Stockholders’ equity


   Capital stock (850,000,000 total shares authorized, $ 0.0001 par value, 238,000,000


       shares of excess common stock, 100,000,000 authorized shares of preferred stock):


       Series J 8 3/8% cumulative redeemable preferred stock, 1,000,000 shares authorized,


           796,948 issued and outstanding with a liquidation value of $ 39,84745,047
45,375
       Common stock, $ 0.0001 par value, 511,990,000 shares authorized, 297,725,698 and


           296,957,360 issued and outstanding, respectively30
30
       Class B common stock, $ 0.0001 par value, 10,000 shares authorized, 8,000


           issued and outstanding-
-
   Capital in excess of par value8,103,133
8,059,852
   Accumulated deficit(3,251,740)
(3,114,571)
   Accumulated other comprehensive (loss) income(94,263)
6,530
   Common stock held in treasury at cost, 3,877,448 and 4,003,451 shares, respectively(152,541)
(166,436)
       Total stockholder’s equity4,649,666
4,830,780
Noncontrolling interests894,622
802,972
       Total equity5,544,288
5,633,752
       Total liabilities and equity$ 26,216,925
$ 24,857,429
Simon Property Group, Inc. and Subsidiaries
Unaudited Joint Venture Statements of Operations
(Dollars in thousands)


















For the Three Months
For the Twelve Months

Ended December 31,
Ended December 31,

2011
2010
2011
2010








Revenue:






 Minimum rent$ 482,040
$ 462,853
$ 1,844,774
$ 1,810,581
 Overage rent59,083
50,052
161,993
143,018
 Tenant reimbursements221,315
229,498
862,211
870,555
 Other income48,813
44,283
175,430
214,728
   Total revenue811,251
786,686
3,044,408
3,038,882








Operating Expenses:






 Property operating157,020
148,462
602,989
595,733
 Depreciation and amortization186,851
190,918
737,865
752,014
 Real estate taxes52,616
56,356
220,955
230,326
 Repairs and maintenance21,907
25,508
76,258
92,490
 Advertising and promotion15,605
16,120
57,703
55,952
 Provision for credit losses2,227
2,993
8,648
3,934
 Other62,417
54,877
227,703
209,635
   Total operating expenses498,643
495,234
1,932,121
1,940,084








Operating Income312,608
291,452
1,112,287
1,098,798








Interest expense(206,961)
(201,605)
(813,433)
(812,886)
(Loss) Income from unconsolidated entities(857)
528
(4,644)
(840)
Impairment charge from investments in unconsolidated entities-
(16,671)
-
(16,671)








Income from Continuing Operations$ 104,790
$ 73,704
$ 294,210
$ 268,401








Income from discontinued joint venture interests6,210
20,583
48,154
63,108
Gain (loss) on sale or disposal of assets and interests in






unconsolidated entities, net332,078
(85)
347,640
39,676








Net Income$ 443,078
$ 94,202
$ 690,004
$ 371,185








Third-Party Investors’ Share of Net Income$ 232,643
$ 64,568
$ 384,384
$ 234,799








Our Share of Net Income$ 210,435
$ 29,634
$ 305,620
$ 136,386
Amortization of Excess Investment (A)(12,730)
(12,653)
(50,562)
(48,329)
Our Share of (Gain) Loss on Sale or Disposal of Assets and Interests






 in Unconsolidated Entities, net(166,028)
42
(173,820)
(20,305)
Our Share of Impairment Charge from Investments in






 Unconsolidated Entities-
8,169
-
8,169
Income from Unconsolidated Entities$ 31,677
$ 25,192
$ 81,238
$ 75,921
Simon Property Group, Inc. and Subsidiaries
Unaudited Joint Venture Balance Sheets
(Dollars in thousands)












December 31,
December 31,

2011
2010
Assets:


Investment properties, at cost$ 20,481,657
$ 21,236,594
Less – accumulated depreciation5,264,565
5,126,116

15,217,092
16,110,478
Cash and cash equivalents806,895
802,025
Tenant receivables and accrued revenue, net359,208
353,719
Investment in unconsolidated entities, at equity133,576
158,116
Deferred costs and other assets526,101
525,024
       Total assets$ 17,042,872
$ 17,949,362




Liabilities and Partners’ (Deficit) Equity:


Mortgages and other indebtedness$ 15,582,321
$ 15,937,404
Accounts payable, accrued expenses, intangibles, and deferred revenue775,733
748,245
Other liabilities981,711
961,284
       Total liabilities17,339,765
17,646,933
Preferred units67,450
67,450
Partners’ (deficit) equity(364,343)
234,979
       Total liabilities and partners’ equity$ 17,042,872
$ 17,949,362




Our Share of:


Partners’ (deficit) equity$ (32,000)
$ 146,578
Add: Excess Investment (A)714,515
757,672
Our net Investment in Joint Ventures$ 682,515
$ 904,250
Simon Property Group, Inc. and Subsidiaries
Footnotes to Unaudited Financial Statements


Notes:  




(A)Excess investment represents the unamortized difference between the Company’s investment and equity in the underlying net assets of the partnerships and joint ventures.  The Company generally amortizes excess investment over the life of the related properties, typically no greater than 40 years, and the amortization is included in income from unconsolidated entities.
Simon Property Group, Inc. and Subsidiaries
Unaudited Reconciliation of Non-GAAP Financial Measures (1)
(Amounts in thousands, except per share amounts)









Reconciliation of Consolidated Net Income to FFO and FFO as Adjusted







For the Three Months Ended
For the Twelve Months Ended


December 31,
December 31,


2011
2010
2011
2010









Consolidated Net Income (2)(3)(4)(5)$       441,931
$ 267,076
$ 1,245,900
$    753,514
Adjustments to Consolidated Net Income to Arrive at FFO:







Depreciation and amortization from consolidated







    properties270,081
272,713
1,047,571
968,695

Simon’s share of depreciation and amortization from







    unconsolidated entities98,009
98,048
384,367
388,565

Impairment charges of depreciable real estate-
8,169
-
8,169

Gain upon acquisition of controlling interests, and on sale or disposal







    of assets and interests in unconsolidated entities, net(124,557)
(687)
(216,629)
(321,036)

Net income attributable to noncontrolling interest holders in







    properties(2,679)
(3,298)
(8,559)
(10,640)

Noncontrolling interests portion of depreciation and amortization(2,553)
(1,959)
(8,633)
(7,847)

Preferred distributions and dividends(1,313)
(1,313)
(5,252)
(8,929)
FFO of the Operating Partnership$       678,919
$ 638,749
$ 2,438,765
$ 1,770,491

Loss on extinguishment of debt-
-
-
350,688
FFO as adjusted of the Operating Partnership$       678,919
$ 638,749
$ 2,438,765
$ 2,121,179









Diluted net income per share to diluted FFO per share and diluted






   FFO as adjusted per share reconciliation:






Diluted net income per share$             1.24
$       0.74
$          3.48
$          2.10

Depreciation and amortization from consolidated properties







    and Simon’s share of depreciation and amortization from







    unconsolidated entities, net of noncontrolling interests portion of







    depreciation and amortization1.02
1.04
4.02
3.86

Impairment charges of depreciable real estate-
0.02
-
0.02

Gain upon acquisition of controlling interests, and on sale or disposal







    of assets and interests in unconsolidated entities, net(0.35)
-
(0.61)
(0.92)

Impact of additional dilutive securities for FFO per share-
-
-
(0.03)
Diluted FFO per share$             1.91
$       1.80
$          6.89
$          5.03

Loss on debt extinguishment-
-
-
1.00
Diluted FFO as adjusted per share$             1.91
$       1.80
$          6.89
$          6.03









Details for per share calculations:















FFO of the Operating Partnership$       678,919
$ 638,749
$ 2,438,765
$ 1,770,491









Adjustments for dilution calculation:






Impact of preferred stock and preferred unit conversions and






   option exercises (6)-
-
-
3,676
Diluted FFO of the Operating Partnership678,919
638,749
2,438,765
1,774,167
Diluted FFO allocable to unitholders(116,424)
(108,892)
(416,833)
(296,670)
Diluted FFO allocable to common stockholders$       562,495
$ 529,857
$ 2,021,932
$ 1,477,497









Basic weighted average shares outstanding293,822
292,931
293,504
291,076
Adjustments for dilution calculation:






  Effect of stock options11
230
69
274
  Impact of Series I preferred unit conversion-
-
-
238
  Impact of Series I preferred stock conversion-
-
-
1,749









Diluted weighted average shares outstanding293,833
293,161
293,573
293,337
Weighted average limited partnership units outstanding60,816
60,248
60,522
58,900
Diluted weighted average shares and units outstanding354,649
353,409
354,095
352,237









Basic FFO per Share$             1.91
$       1.81
$          6.89
$          5.06
   Percent Change5.5%


36.2%

Diluted FFO per Share$             1.91
$       1.80
$          6.89
$          5.03
   Percent Change6.1%


37.0%

Diluted FFO as adjusted per share$             1.91
$       1.80
$          6.89
$          6.03
   Percent Change6.1%


14.3%









Simon Property Group, Inc. and Subsidiaries
Footnotes to Unaudited Reconciliation of Non-GAAP Financial Measures


Notes:  


(1)This report contains measures of financial or operating performance that are not specifically defined by accounting principles generally accepted in the United States (“GAAP”), including funds from operations (“FFO”), FFO as adjusted, FFO per share and FFO as adjusted per share.  FFO is a performance measure that is standard in the REIT business.  We believe FFO provides investors with additional information concerning our operating performance and a basis to compare our performance with those of other REITs.  We also use these measures internally to monitor the operating performance of our portfolio.  As adjusted measures exclude the effect of certain debt-related charges.  We believe these measures provide investors with a basis to compare our current operating performance with previous periods in which we did not have those charges. Our computation of these non-GAAP measures may not be the same as similar measures reported by other REITs.



The Company determines FFO based upon the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”). The Company determines FFO to be our share of consolidated net income computed in accordance with GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items, excluding gains and losses from the sales of, or any impairment charges related to, previously depreciated operating properties, plus the allocable portion of FFO of unconsolidated joint ventures based upon economic ownership interest, and all determined on a consistent basis in accordance with GAAP.



The Company has adopted NAREIT’s clarification of the definition of FFO that requires it to include the effects of nonrecurring items not classified as extraordinary, cumulative effect of accounting changes, or a gain or loss resulting from the sale of, or any impairment charges relating to, previously depreciated operating properties. We include in FFO gains and losses realized from the sale of land, outlot buildings, marketable and non-marketable securities, and investment holdings of non-retail real estate. However, you should understand that FFO does not represent cash flow from operations as defined by GAAP, should not be considered as an alternative to net income determined in accordance with GAAP as a measure of operating performance, and is not an alternative to cash flows as a measure of liquidity.


(2)Includes the Company’s share of gains on land sales of $1.7 million and $2.4 million for the three months ended December 31, 2011 and 2010, respectively, and $6.2 million and $11.8 million for the twelve months ended December 31, 2011 and 2010, respectively.


(3)Includes the Company’s share of straight-line adjustments to minimum rent of $11.0 million and $8.3 million for the three months ended December 31, 2011 and 2010, respectively, and $37.2 million and $32.1 million for the twelve months ended December 31, 2011 and 2010, respectively.


(4)Includes the Company’s share of the amortization of fair market value of leases from acquisitions of $5.2 million and $5.1 million for the three months ended December 31, 2011 and 2010, respectively, and $22.9 million and $19.9 million for the twelve months ended December 31, 2011 and 2010, respectively.


(5)Includes the Company’s share of debt premium amortization of $3.0 million and $3.3 million for the three months ended December 31, 2011 and 2010, respectively, and $10.0 million and $12.7 million for the twelve months ended December 31, 2011 and 2010, respectively.


(6)Includes dividends and distributions on Series I preferred stock and Series I preferred units. All outstanding shares of Series I preferred stock and Series I preferred units were redeemed on April 16, 2010.
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