Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - PROSPECT CAPITAL CORP | a11-11910_1ex31d1.htm |
| EX-32.1 - EX-32.1 - PROSPECT CAPITAL CORP | a11-11910_1ex32d1.htm |
| EX-32.2 - EX-32.2 - PROSPECT CAPITAL CORP | a11-11910_1ex32d2.htm |
| EX-31.2 - EX-31.2 - PROSPECT CAPITAL CORP | a11-11910_1ex31d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2011
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 814-00659
PROSPECT CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland |
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43-2048643 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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10 East 40th Street |
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44th Floor |
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New York, New York |
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10016 |
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(Address of principal executive offices) |
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(Zip Code) |
(212) 448-0702
(Registrant’s telephone number, including area code)
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. x Yes o 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). oYes x No
The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of May 10, 2011 was 97,435,188.
PROSPECT CAPITAL CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2011
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Page |
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3 | ||
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3 | ||
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3 | |
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4 | |
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5 | |
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6 | |
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Consolidated Schedule of Investments – March 31, 2011 (Unaudited) and |
7 |
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26 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
50 | |
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80 | ||
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80 | ||
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81 | ||
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81 | ||
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81 | ||
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82 | ||
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85 |
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
March 31, 2011 and June 30, 2010
(in thousands, except share and per share data)
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March 31, 2011 |
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June 30, 2010 | ||||
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Assets (Note 5) |
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Investments at fair value: |
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Control investments (cost of $235,879 and $185,720, respectively) |
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$ |
275,349 |
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$ |
195,958 |
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Affiliate investments (cost of $56,594 and $65,082, respectively) |
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70,754 |
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73,740 |
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Non-control/Non-affiliate investments (cost of $881,166 and $477,957, respectively) |
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867,414 |
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478,785 |
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Total investments at fair value (cost of $1,173,639 and $728,759, respectively, Note 4) |
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1,213,517 |
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748,483 |
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Investments in money market funds |
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94,919 |
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68,871 |
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Cash |
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2,395 |
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1,081 |
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Receivables for: |
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Interest, net |
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10,728 |
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5,356 |
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Dividends |
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60 |
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1 |
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Other |
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561 |
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419 |
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Prepaid expenses |
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496 |
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371 |
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Deferred financing costs, net |
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16,186 |
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7,579 |
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Other assets |
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— |
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534 |
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Total Assets |
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1,338,862 |
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832,695 |
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Liabilities |
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| ||
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Credit facility payable (Note 5) |
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47,500 |
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100,300 |
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Senior convertible notes (Note 6) |
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322,500 |
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— |
| ||
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Payable for securities purchased |
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31,984 |
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— |
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Dividends payable |
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8,940 |
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6,909 |
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Due to Prospect Administration (Note 10) |
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1,456 |
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294 |
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Due to Prospect Capital Management (Note 10) |
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6,353 |
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9,006 |
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Accrued expenses |
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5,319 |
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4,057 |
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Other liabilities |
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1,889 |
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705 |
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Total Liabilities |
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425,941 |
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121,271 |
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Net Assets |
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$ |
912,921 |
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$ |
711,424 |
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Components of Net Assets |
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Common stock, par value $0.001 per share (200,000,000 and 100,000,000 |
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common shares authorized, respectively; 88,358,811 and 69,086,862 issued |
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$ |
88 |
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$ |
69 |
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Paid-in capital in excess of par (Note 7) |
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991,658 |
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805,918 |
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Distributions in excess of net investment income |
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(21,202 |
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(9,692 |
) | ||
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Accumulated realized losses on investments |
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(97,501 |
) |
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(104,595 |
) | ||
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Unrealized appreciation on investments |
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39,878 |
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19,724 |
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Net Assets |
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$ |
912,921 |
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$ |
711,424 |
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Net Asset Value Per Share |
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$ |
10.33 |
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$ |
10.30 |
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See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three and Nine Months Ended March 31, 2011 and 2010
(in thousands, except share and per share data)
(Unaudited)
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For The Three Months Ended |
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For The Nine Months Ended |
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March 31, |
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March 31, |
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2011 |
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2010 |
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2011 |
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2010 |
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Investment Income |
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Interest Income: (Note 4) |
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Control investments (Net of foreign withholding tax of |
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$ |
5,180 |
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$ |
4,494 |
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$ |
15,798 |
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$ |
14,137 |
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Affiliate investments |
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3,049 |
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2,731 |
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9,523 |
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5,119 |
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Non-control/Non-affiliate investments |
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26,275 |
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20,722 |
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65,466 |
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42,065 |
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Total interest income |
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34,504 |
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27,947 |
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90,787 |
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61,321 |
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Dividend income: |
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Control investments |
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2,760 |
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2,300 |
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6,810 |
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12,660 |
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Non-control/Non-affiliate investments |
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— |
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— |
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1,508 |
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— |
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Money market funds |
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3 |
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1 |
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10 |
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29 |
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Total dividend income |
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2,763 |
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2,301 |
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8,328 |
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12,689 |
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Other income: (Note 8) |
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Control investments |
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2 |
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235 |
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1,787 |
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243 |
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Affiliate investments |
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22 |
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6 |
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176 |
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73 |
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Non-control/Non-affiliate investments |
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7,282 |
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1,516 |
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12,007 |
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2,365 |
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Gain on Patriot acquisition (Note 3) |
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— |
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— |
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— |
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8,632 |
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Total other income |
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7,306 |
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1,757 |
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13,970 |
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11,313 |
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Total Investment Income |
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44,573 |
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32,005 |
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113,085 |
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85,323 |
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Operating Expenses |
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Investment advisory fees: |
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Base management fee (Note 10) |
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6,037 |
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3,576 |
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15,216 |
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9,961 |
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Income incentive fee (Note 10) |
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5,997 |
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4,744 |
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16,015 |
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12,640 |
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Total investment advisory fees |
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12,034 |
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8,320 |
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31,231 |
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22,601 |
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Interest and credit facility expenses |
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5,660 |
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2,111 |
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10,182 |
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5,480 |
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Legal fees |
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283 |
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146 |
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763 |
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536 |
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Valuation services |
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262 |
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231 |
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711 |
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504 |
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Audit, compliance and tax related fees |
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168 |
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181 |
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649 |
|
682 |
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Allocation of overhead from Prospect Administration (Note 10) |
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1,669 |
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840 |
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3,309 |
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2,520 |
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Insurance expense |
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74 |
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64 |
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217 |
|
190 |
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Directors’ fees |
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64 |
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64 |
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191 |
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192 |
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Potential merger expenses (Note 11) |
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— |
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925 |
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— |
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925 |
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Other general and administrative expenses |
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403 |
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149 |
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1,801 |
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1,143 |
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Total Operating Expenses |
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20,617 |
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13,031 |
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49,054 |
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34,773 |
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Net Investment Income |
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23,956 |
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18,974 |
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64,031 |
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50,550 |
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Net realized gain (loss) on investments (Note 4) |
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2,078 |
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(2) |
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7,094 |
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(51,231) |
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Net change in unrealized appreciation (depreciation) on |
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7,725 |
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6,968 |
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20,154 |
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5,723 |
| ||||
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Net Increase in Net Assets Resulting from Operations |
|
$ |
33,759 |
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$ |
25,940 |
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$ |
91,279 |
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$ |
5,042 |
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Net increase in net assets resulting from operations per share: |
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$ |
0.38 |
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$ |
0.41 |
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$ |
1.11 |
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$ |
0.09 |
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Dividends declared per share |
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$ |
0.30 |
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$ |
0.41 |
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$ |
0.91 |
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$ |
1.23 |
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See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For The Nine Months Ended March 31, 2011 and 2010
(in thousands, except share data)
(Unaudited)
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For The Nine Months Ended | ||||||
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March 31, 2011 |
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March 31, 2010 | ||||
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Increase in Net Assets from Operations: |
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|
|
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Net investment income |
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$ |
64,031 |
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$ |
50,550 |
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Net realized gain (loss) on investments |
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|
7,094 |
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|
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(51,231 |
) |
|
Net change in unrealized appreciation (depreciation) on investments |
|
|
20,154 |
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|
|
5,723 |
|
|
Net Increase in Net Assets Resulting from Operations |
|
|
91,279 |
|
|
|
5,042 |
|
|
|
|
|
|
|
|
|
|
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Dividends to Shareholders |
|
|
(75,541) |
|
|
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(94,125 |
) |
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|
|
|
|
|
|
|
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Capital Share Transactions: |
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|
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|
|
|
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Net proceeds from capital shares sold |
|
|
178,317 |
|
|
|
108,858 |
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Less: Offering costs of public share offerings |
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|
(724) |
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|
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(1,606 |
) |
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Fair value of equity issued in conjunction with Patriot acquisition |
|
|
— |
|
|
|
92,800 |
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Reinvestment of dividends |
|
|
8,166 |
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|
8,254 |
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Net Increase in Net Assets Resulting from Capital Share Transactions |
|
|
185,759 |
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|
|
208,306 |
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|
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|
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|
|
|
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Total Increase in Net Assets |
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|
201,497 |
|
|
|
119,223 |
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|
Net assets at beginning of period |
|
|
711,424 |
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|
|
532,596 |
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Net Assets at End of Period |
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$ |
912,921 |
|
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$ |
651,819 |
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|
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|
|
|
|
|
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Capital Share Activity: |
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|
|
|
|
|
|
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Shares sold |
|
|
18,494,476 |
|
|
|
12,243,297 |
|
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Shares issued for Patriot acquisition |
|
|
— |
|
|
|
8,444,068 |
|
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Shares issued through reinvestment of dividends/distributions |
|
|
777,473 |
|
|
|
767,782 |
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Net increase in capital share activity |
|
|
19,271,949 |
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|
|
21,455,147 |
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Shares outstanding at beginning of period |
|
|
69,086,862 |
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|
42,943,084 |
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|
|
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|
|
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Shares Outstanding at End of Period |
|
|
88,358,811 |
|
|
|
64,398,231 |
|
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Nine Months Ended March 31, 2011 and 2010
(in thousands, except share data)
(Unaudited)
|
|
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For The Nine Months Ended March 31, | ||||||
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2011 |
|
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|
2010 |
|
|
|
|
|
|
|
|
|
|
|
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Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
Net increase in net assets resulting from operations |
|
$ |
91,279 |
|
|
$ |
5,042 |
|
|
Net realized (gain) loss on investments |
|
|
(7,094) |
|
|
|
51,231 |
|
|
Net change in unrealized appreciation on investments |
|
|
(20,154) |
|
|
|
(5,723 |
) |
|
Accretion of purchase discount on investments |
|
|
(10,874) |
|
|
|
(15,865 |
) |
|
Amortization of deferred financing costs |
|
|
3,628 |
|
|
|
3,427 |
|
|
Gain on Patriot acquisition |
|
|
— |
|
|
|
(8,632 |
) |
|
|
|
|
|
|
|
|
|
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Payments for purchases of investments |
|
|
(632,526) |
|
|
|
(64,390 |
) |
|
Payment-in-kind interest |
|
|
(8,510) |
|
|
|
(4,299 |
) |
|
Proceeds from sale of investments and collection of investment principal |
|
|
214,124 |
|
|
|
96,338 |
|
|
Purchases of cash equivalents |
|
|
— |
|
|
|
(199,997 |
) |
|
Sales of cash equivalents |
|
|
— |
|
|
|
199,997 |
|
|
Net (increase) decrease investments in money market funds |
|
|
(26,048) |
|
|
|
75,724 |
|
|
(Increase) decrease in interest receivable |
|
|
(5,372) |
|
|
|
2,653 |
|
|
(Increase) decrease in dividends receivable |
|
|
(59) |
|
|
|
27 |
|
|
(Increase) decrease in other receivables |
|
|
(142) |
|
|
|
167 |
|
|
Increase in prepaid expenses |
|
|
(125) |
|
|
|
(43) |
|
|
Decrease in due from Prospect Administration |
|
|
— |
|
|
|
1,500 |
|
|
Decrease (increase) in other assets |
|
|
534 |
|
|
|
(534) |
|
|
Increase (decrease) in due to Prospect Administration |
|
|
1,162 |
|
|
|
(599) |
|
|
(Decrease) increase in due to Prospect Capital Management |
|
|
(2,653) |
|
|
|
3,960 |
|
|
Increase in payable for securities purchased |
|
|
31,984 |
|
|
|
1,743 |
|
|
Increase (decrease) in accrued expenses |
|
|
1,262 |
|
|
|
(626) |
|
|
Increase in other liabilities |
|
|
1,184 |
|
|
|
1,031 |
|
|
Net Cash (Used In) Provided By Operating Activities |
|
|
(368,400) |
|
|
|
142,132 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
Acquisition of Patriot, net of cash acquired (Note 3) |
|
|
— |
|
|
|
(106,586 |
) |
|
Net Cash Used In Investing Activities |
|
|
— |
|
|
|
(106,586 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
Issuance of Senior Convertible Notes (Note 6) |
|
|
322,500 |
|
|
|
— |
|
|
Borrowings under credit facility |
|
|
259,100 |
|
|
|
115,000 |
|
|
Payments under credit facility |
|
|
(311,900) |
|
|
|
(185,600 |
) |
|
Financing costs paid and deferred |
|
|
(12,235) |
|
|
|
(1,424) |
|
|
Net proceeds from issuance of common stock |
|
|
178,317 |
|
|
|
108,858 |
|
|
Offering costs from issuance of common stock |
|
|
(724) |
|
|
|
(1,606 |
) |
|
Dividends paid |
|
|
(65,344) |
|
|
|
(59,467 |
) |
|
Net Cash Provided By Financing Activities |
|
|
369,714 |
|
|
|
(24,239 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total Increase in Cash |
|
|
1,314 |
|
|
|
11,307 |
|
|
Cash balance at beginning of period |
|
|
1,081 |
|
|
|
9,942 |
|
|
Cash Balance at End of Period |
|
$ |
2,395 |
|
|
$ |
21,249 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash Paid For Interest |
|
$ |
1,377 |
|
|
$ |
865 |
|
|
Non-Cash Financing Activity: |
|
|
|
|
|
|
|
|
|
Amount of shares issued in connection with Patriot acquisition |
|
$ |
— |
|
|
$ |
92,800 |
|
|
Amount of shares issued in connection with dividend reinvestment plan |
|
$ |
8,166 |
|
|
$ |
8,254 |
|
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2011 and June 30, 2010
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 | ||||||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Control Investments (25.00% or greater of voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
AIRMALL USA, Inc (28) |
|
Pennsylvania / Property Management |
|
Senior Secured Term Loan (12.00%, due 6/30/2015)(3), (4) |
|
$ |
30,000 |
|
$ |
30,000 |
|
$ |
30,000 |
|
3.3% |
|
|
Senior Subordinated Term Loan (12.00% plus 6.00% PIK, due 12/31/2015) |
|
12,500 |
|
12,500 |
|
12,500 |
|
1.4% |
| |||||||
|
Convertible Preferred Stock (9,919.684 shares) |
|
|
|
9,920 |
|
9,226 |
|
1.0% |
| |||||||
|
Common Stock (100 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
52,420 |
|
51,726 |
|
5.7% |
| |||
|
Ajax Rolled Ring & Machine, Inc. |
|
South Carolina / Manufacturing |
|
Senior Secured Note — Tranche A (10.50%, due 4/01/2013)(3), (4) |
|
20,717 |
|
20,717 |
|
20,717 |
|
2.3% |
| |||
|
Subordinated Secured Note — Tranche B (11.50% plus 6.00% PIK, due 4/01/2013)(3), (4) |
|
15,035 |
|
15,035 |
|
10,783 |
|
1.2% |
| |||||||
|
Convertible Preferred Stock — Series A (6,142.6 shares) |
|
|
|
6,057 |
|
— |
|
0.0% |
| |||||||
|
Unrestricted Common Stock (6 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
41,809 |
|
31,500 |
|
3.5% |
| |||
|
AWCNC, LLC(20) |
|
North Carolina / Machinery |
|
Members Units — Class A (1,800,000 units) |
|
|
|
— |
|
— |
|
0.0% |
| |||
|
Members Units — Class B-1 (1 unit) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
Members Units — Class B-2 (7,999,999 units) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
— |
|
— |
|
0.0% |
| |||
|
Borga, Inc. |
|
California / Manufacturing |
|
Revolving Line of Credit — $1,000 Commitment (5.00% plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4), (26) |
|
1,000 |
|
945 |
|
850 |
|
0.1% |
| |||
|
Senior Secured Term Loan B (8.50% plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4) |
|
1,612 |
|
1,500 |
|
956 |
|
0.1% |
| |||||||
|
Senior Secured Term Loan C (12.00% plus 4.00% PIK plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due) |
|
8,890 |
|
707 |
|
— |
|
0.0% |
| |||||||
|
Common Stock (100 shares)(22) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
Warrants (33,750 warrants)(22) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
3,152 |
|
1,806 |
|
0.2% |
| |||
|
C&J Cladding LLC |
|
Texas / Metal Services and Minerals |
|
Membership Interest (400 units)(23) |
|
|
|
580 |
|
5,456 |
|
0.6% |
| |||
|
|
|
|
|
|
|
|
|
580 |
|
5,456 |
|
0.6% |
| |||
|
Change Clean Energy Holdings, Inc. (“CCEHI” or “Biomass”)(5) |
|
Maine / Biomass Power |
|
Common Stock (1,000 shares) |
|
|
|
2,540 |
|
— |
|
0.0% |
| |||
|
|
|
|
|
|
|
|
|
2,540 |
|
— |
|
0.0% |
| |||
|
Fischbein, LLC |
|
North Carolina / Machinery |
|
Senior Subordinated Debt (13.00% plus 3.50% PIK, due 5/01/2013) |
|
2,133 |
|
1,988 |
|
2,133 |
|
0.2% |
| |||
|
Membership Interest(25) |
|
|
|
1,899 |
|
11,842 |
|
1.3% |
| |||||||
|
|
|
|
|
|
|
|
|
3,887 |
|
13,975 |
|
1.5% |
| |||
|
Freedom Marine Services LLC(21) |
|
Louisiana / Shipping Vessels |
|
Subordinated Secured Note (12.00% plus 4.00% PIK, in non-accrual status effective 10/1/2010, due 12/31/2011)(4) |
|
11,093 |
|
10,838 |
|
3,783 |
|
0.4% |
| |||
|
Net Profits Interest (22.50% payable on equity distributions)(7) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
10,838 |
|
3,783 |
|
0.4% |
| |||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2011 and June 30, 2010
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2011 | ||||||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Control Investments (25.00% or greater of voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Gas Solutions Holdings, Inc.(8), (3) |
|
Texas / Gas Gathering and Processing |
|
Senior Secured Note (18.00%, due 12/11/2016) |
|
$ |
25,000 |
|
$ |
25,000 |
|
$ |
25,000 |
|
2.8% |
|
|
Junior Secured Note (18.00%, due 12/12/2016) |
|
12,000 |
|
12,000 |
|
12,000 |
|
1.3% |
| |||||||
|
Common Stock (100 shares) |
|
|
|
5,003 |
|
60,596 |
|
6.7% |
| |||||||
|
|
|
|
|
|
|
|
|
42,003 |
|
97,596 |
|
10.8% |
| |||
|
Integrated Contract Services, Inc.(9) |
|
North Carolina / Contracting |
|
Secured Promissory Notes (15.00%, in non-accrual status effective 12/22/2010, due 3/21/2012 — 1/02/2013) (10) |
|
1,363 |
|
1,361 |
|
1,363 |
|
0.1% |
| |||
|
Senior Demand Note (15.00%, in non-accrual status effective 11/1/2010, past due)(10) |
|
1,170 |
|
1,170 |
|
317 |
|
0.0% |
| |||||||
|
Senior Secured Note (7.00% plus 7.00% PIK plus 6.00% default interest, in non-accrual status effective 10/09/2007, past due) |
|
960 |
|
660 |
|
— |
|
0.0% |
| |||||||
|
Junior Secured Note (7.00% plus 7.00% PIK plus 6.00% default interest, in non-accrual status effective 10/09/2007, past due) |
|
14,003 |
|
14,003 |
|
— |
|
0.0% |
| |||||||
|
Preferred Stock — Series A (10 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
Common Stock (49 shares) |
|
|
|
679 |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
17,873 |
|
1,680 |
|
0.1% |
| |||
|
Iron Horse Coiled Tubing, Inc.(24) |
|
Alberta, Canada / Production Services |
|
Senior Secured Tranche 2 (Zero Coupon, due 12/31/2016) |
|
2,338 |
|
2,338 |
|
2,142 |
|
0.2% |
| |||
|
Senior Secured Tranche 3 (2.00%, due 12/31/2016) |
|
14,000 |
|
13,781 |
|
13,231 |
|
1.4% |
| |||||||
|
Common Stock (3,821 shares) |
|
|
|
268 |
|
1,590 |
|
0.2% |
| |||||||
|
|
|
|
|
|
|
|
|
16,387 |
|
16,963 |
|
1.8% |
| |||
|
Manx Energy, Inc. (“Manx”)(12) |
|
Kansas / Oil & Gas Production |
|
Appalachian Energy Holdings, LLC (“AEH”) — Senior Secured Note (8.00%, in non-accrual status effective 1/19/2010, due 1/19/2013) |
|
2,203 |
|
2,000 |
|
345 |
|
0.0% |
| |||
|
Coalbed, LLC — Senior Secured Note (8.00%, in non-accrual status effective 1/19/2010, due 1/19/2013)(6) |
|
6,608 |
|
5,991 |
|
1,034 |
|
0.1% |
| |||||||
|
Manx — Senior Secured Note (13.00%, in non-accrual status effective 1/19/2010, due 1/19/2013) |
|
3,300 |
|
3,300 |
|
3,300 |
|
0.4% |
| |||||||
|
Manx — Preferred Stock (6,635 shares) |
|
|
|
6,307 |
|
— |
|
0.0% |
| |||||||
|
Manx — Common Stock (3,416,335 shares) |
|
|
|
1,171 |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
18,769 |
|
4,679 |
|
0.5% |
| |||
|
NRG Manufacturing, Inc. |
|
Texas / Manufacturing |
|
Senior Secured Note (16.50%, due 8/31/2011)(3), (4) |
|
13,080 |
|
13,080 |
|
13,080 |
|
1.4% |
| |||
|
Common Stock (800 shares) |
|
|
|
2,317 |
|
19,826 |
|
2.2% |
| |||||||
|
|
|
|
|
|
|
|
|
15,397 |
|
32,906 |
|
3.6% |
| |||
|
Nupla Corporation |
|
California / Home & Office Furnishings, Housewares & Durable |
|
Revolving Line of Credit — $2,000 Commitment (7.25% plus 2.00% default interest, due 9/04/2012)(4), (26) |
|
1,093 |
|
999 |
|
1,093 |
|
0.1% |
| |||
|
Senior Secured Term Loan A (8.00% plus 2.00% default interest, due 9/04/2012)(4) |
|
4,658 |
|
1,022 |
|
4,658 |
|
0.5% |
| |||||||
|
Senior Subordinated Debt (15.00% PIK, in non-accrual status effective 4/01/2009, due 3/04/2013) |
|
3,767 |
|
— |
|
334 |
|
0.0% |
| |||||||
|
Preferred Stock — Class A (2,850 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
Preferred Stock — Class B (1,330 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
Common Stock (2,360,743 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
2,021 |
|
6,085 |
|
0.6% |
| |||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2011 and June 30, 2010
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
March 31, 2011 | ||||||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Control Investments (25.00% or greater of voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
R-V Industries, Inc. |
|
Pennsylvania / Manufacturing |
|
Warrants (200,000 warrants, expiring 6/30/2017) |
|
|
|
$ |
1,682 |
|
$ |
1,931 |
|
0.2% |
| |
|
Common Stock (545,107 shares) |
|
|
|
5,086 |
|
5,263 |
|
0.6% |
| |||||||
|
|
|
|
|
|
|
|
|
6,768 |
|
7,194 |
|
0.8% |
| |||
|
Yatesville Coal Holdings, Inc.(11) |
|
Kentucky / Mining, Steel, Iron and Non-Precious Metals and Coal Production |
|
Senior Secured Note (Non-accrual status effective 1/01/2009, due 12/31/2010)(4) |
|
$ |
1,035 |
|
1,035 |
|
— |
|
0.0% |
| ||
|
Junior Secured Note (Non-accrual status effective 1/01/2009, due 12/31/2010)(4) |
|
400 |
|
400 |
|
— |
|
0.0% |
| |||||||
|
Common Stock (1,000 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
1,435 |
|
— |
|
0.0% |
| |||
|
|
|
|
|
Total Control Investments |
|
235,879 |
|
275,349 |
|
30.2% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Affiliate Investments (5.00% to 24.99% voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Biotronic NeuroNetwork |
|
Michigan / Healthcare |
|
Senior Secured Note (11.50% plus 1.00% PIK, due 2/21/2013)(3), (4) |
|
26,227 |
|
26,227 |
|
27,014 |
|
3.0% |
| |||
|
Preferred Stock Series A (9,925.455 shares)(13) |
|
|
|
2,300 |
|
5,401 |
|
0.6% |
| |||||||
|
Preferred Stock Series B (1,753.64 shares)(13) |
|
|
|
579 |
|
1,360 |
|
0.1% |
| |||||||
|
|
|
|
|
|
|
|
|
29,106 |
|
33,775 |
|
3.7% |
| |||
|
Boxercraft Incorporated |
|
Georgia / Textiles & Leather |
|
Senior Secured Term Loan A (9.50%, due 9/16/2013)(3), (4) |
|
2,950 |
|
2,611 |
|
2,884 |
|
0.3% |
| |||
|
Senior Secured Term Loan B (10.00%, due 9/16/2013)(3), (4) |
|
4,767 |
|
3,973 |
|
4,637 |
|
0.5% |
| |||||||
|
Subordinated Secured Term Loan (12.00% plus 6.50% PIK, due 3/16/2014)(3) |
|
7,601 |
|
6,295 |
|
7,520 |
|
0.8% |
| |||||||
|
Preferred Stock (1,000,000 shares) |
|
|
|
— |
|
408 |
|
0.0% |
| |||||||
|
Common Stock (10,000 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
12,879 |
|
15,449 |
|
1.6% |
| |||
|
Smart, LLC(15) |
|
New York / Diversified / Conglomerate Service |
|
Membership Interest — Class B (1,218 units) |
|
|
|
— |
|
— |
|
0.0% |
| |||
|
Membership Interest — Class D (1 unit) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
— |
|
— |
|
0.0% |
| |||
|
Sport Helmets Holdings, LLC(15) |
|
New York / Personal & Nondurable Consumer Products |
|
Revolving Line of Credit — $3,000 Commitment (5.75%, due 12/14/2013) (4), (26), (27) |
|
— |
|
— |
|
— |
|
0.0% |
| |||
|
Senior Secured Term Loan A (4.06%, due 12/14/2013)(3), (4) |
|
2,350 |
|
1,416 |
|
2,335 |
|
0.3% |
| |||||||
|
Senior Secured Term Loan B (4.56%, due 12/14/2013)(3), (4) |
|
7,331 |
|
5,495 |
|
7,331 |
|
0.8% |
| |||||||
|
Senior Subordinated Debt — Series A (12.00% plus 3.00% PIK, due 6/14/2014)(3) |
|
7,493 |
|
6,196 |
|
7,493 |
|
0.8% |
| |||||||
|
Senior Subordinated Debt — Series B (10.00% plus 5.00% PIK, due 6/14/2014)(3) |
|
1,409 |
|
1,044 |
|
1,409 |
|
0.2% |
| |||||||
|
Common Stock (20,554 shares) |
|
|
|
458 |
|
2,962 |
|
0.3% |
| |||||||
|
|
|
|
|
|
|
|
|
14,609 |
|
21,530 |
|
2.4% |
| |||
|
|
|
|
|
Total Affiliate Investments |
|
56,594 |
|
70,754 |
|
7.8% |
| |||||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2011 and June 30, 2010
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
March 31, 2011 | ||||||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Non-control/Non-affiliate Investments (less than 5.00% of voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
ADAPCO, Inc. |
|
Florida / Ecological |
|
Common Stock (5,000 shares) |
|
|
|
$ |
141 |
|
$ |
245 |
|
0.0% |
| |
|
|
|
|
|
|
|
|
|
141 |
|
245 |
|
0.0% |
| |||
|
Aircraft Fasteners International, LLC |
|
California / Machinery |
|
Revolving Line of Credit — $500 Commitment (9.50%, due 11/01/2012)(4) , (26), (27) |
|
$ |
— |
|
— |
|
— |
|
0.0% |
| ||
|
Senior Secured Term Loan (9.50%, due 11/01/2012)(3), (4) |
|
3,799 |
|
3,799 |
|
3,799 |
|
0.4% |
| |||||||
|
|
|
|
|
Junior Secured Term Loan (12.00% plus 6.00% PIK, due 5/01/2013)(3) |
|
4,829 |
|
4,829 |
|
4,829 |
|
0.5% |
| |||
|
|
|
|
|
Convertible Preferred Stock (32,500 units) |
|
|
|
396 |
|
226 |
|
0.0% |
| |||
|
|
|
|
|
|
|
|
|
9,024 |
|
8,854 |
|
0.9% |
| |||
|
American Gilsonite Company |
|
Utah / Specialty Minerals |
|
Senior Subordinated Note (12.00% plus 2.50% PIK, due 12/10/2016) (4) |
|
30,169 |
|
30,169 |
|
30,169 |
|
3.3% |
| |||
|
Membership Interest in AGC/PEP, LLC (99.9999%)(16) |
|
|
|
— |
|
3,689 |
|
0.4% |
| |||||||
|
|
|
|
|
|
|
|
|
30,169 |
|
33,858 |
|
3.7% |
| |||
|
Arrowhead General Insurance Agency, Inc.(17) |
|
California / Insurance |
|
Junior Secured Term Loan (11.25%, due 9/30/2017) (4) |
|
27,000 |
|
27,000 |
|
27,000 |
|
3.0% |
| |||
|
|
|
|
|
|
|
|
|
27,000 |
|
27,000 |
|
3.0% |
| |||
|
Caleel + Hayden, LLC (15) |
|
Colorado / Personal & Nondurable Consumer Products |
|
Membership Units (7,500 shares) |
|
|
|
351 |
|
883 |
|
0.1% |
| |||
|
Options in Mineral Fusion Natural Brands, LLC (11,662 options) |
|
|
|
— |
|
— |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
351 |
|
883 |
|
0.1% |
| |||
|
Cargo Airport Services USA, LLC |
|
New York / Transportation |
|
Revolving Line of Credit — $5,000 Commitment (11.50%, due 3/31/2012)(4) ,(26) |
|
1,435 |
|
1,435 |
|
1,435 |
|
0.2% |
| |||
|
Senior Secured Term Loan A (11.50%, due 3/31/2016) (4) |
|
20,000 |
|
20,000 |
|
20,000 |
|
2.2% |
| |||||||
|
Senior Secured Term Loan B (11.50%, due 3/31/2016) (4) |
|
33,000 |
|
33,000 |
|
33,000 |
|
3.6% |
| |||||||
|
Common Equity (1.5 units) |
|
|
|
1,500 |
|
1,500 |
|
0.2% |
| |||||||
|
|
|
|
|
|
|
|
|
55,935 |
|
55,935 |
|
6.2% |
| |||
|
Clearwater Seafoods LP |
|
Canada / Food Products |
|
Second Lien Term Loan (12.00%, due 2/4/2016) |
|
45,000 |
|
45,000 |
|
45,000 |
|
4.9% |
| |||
|
|
|
|
|
|
|
|
|
45,000 |
|
45,000 |
|
4.9% |
| |||
|
The Copernicus Group, Inc. |
|
North Carolina / Healthcare |
|
Revolving Line of Credit — $1,000 Commitment (8.00%, due 2/9/2016)(4), (26) |
|
— |
|
— |
|
— |
|
0.0% |
| |||
|
Senior Secured Term Loan A (8.00%, due 2/9/2016)(3), (4) |
|
11,250 |
|
11,250 |
|
11,250 |
|
1.2% |
| |||||||
|
Senior Secured Term Loan B (14.00%, due 2/9/2016) (4) |
|
11,250 |
|
11,250 |
|
11,250 |
|
1.2% |
| |||||||
|
Preferred Stock — Series A (1,000,000 shares) |
|
|
|
67 |
|
853 |
|
0.1% |
| |||||||
|
Preferred Stock — Series C (212,121 shares) |
|
|
|
212 |
|
297 |
|
0.0% |
| |||||||
|
|
|
|
|
|
|
|
|
22,779 |
|
23,650 |
|
2.5% |
| |||
|
Deb Shops, Inc.(17) |
|
Pennsylvania / Retail |
|
Second Lien Debt (14.00% PIK, in non-accrual status effective 2/24/2009, due 10/23/2014) |
|
19,501 |
|
14,606 |
|
1,372 |
|
0.2% |
| |||
|
|
|
|
|
|
|
|
|
14,606 |
|
1,372 |
|
0.2% |
| |||
|
Diamondback Operating, LP |
|
Oklahoma / Oil & Gas Production |
|
Net Profits Interest (15.00% payable on Equity distributions)(7) |
|
|
|
— |
|
— |
|
0.0% |
| |||
|
|
|
|
|
|
|
|
|
— |
|
— |
|
0.0% |
| |||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
March 31, 2011 and June 30, 2010
(in thousands, except share data)
|
|
|
|
|
|
|
|
March 31, 2011 |
| ||||||
|
|
Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-control/Non-affiliate Investments (less than 5.00% of voting control) |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Empire Today, LLC(17) |
|
Illinois / Durable Consumer Products |
|
Senior Secured Note (11.375%, due 2/1/2017) |
|
$ 7,500 |
|
$ 7,422 |
|
$ 7,500 |
|
0.8% |
|
|
|
|
|
|
|
|
|
|
|
7,422 |
|
7,500 |
|
0.8% |
|
|
|
Fairchild Industrial Products, Co. |
|
North Carolina / Electronics |
|
Preferred Stock — Class A (285.1 shares) |
|
|
|
377 |
|
726 |
|
0.1% |
|
|
|
|
Common Stock — Class B (28 shares) |
|
|
|
211 |
|
445 |
|
0.0% |
| |||
|
|
|
|
|
|
|
|
|
|
588 |
|
1,171 |
|
0.1% |
|
|
|
H&M Oil & Gas, LLC |
|
Texas / Oil & Gas Production |
|
Senior Secured Note (13.00% plus 3.00% PIK, past due)(4) |
|
60,470 |
|
60,470 |
|
42,825 |
|
4.7% |
|
|
|
|
|
|
|
Net Profits Interest (8.00% payable on Equity distributions)(7) |
|
|
|
— |
|
— |
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
60,470 |
|
42,825 |
|
4.7% |
|
|
|
Hoffmaster Group, Inc. |
|
Wisconsin / Durable Consumer Products |
|
Second Lien Term Loan (13.50%, due 6/2/2017)(3) |
|
20,000 |
|
20,000 |
|
20,400 |
|
2.2% |
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
20,400 |
|
2.2% |
|
|
|
Hudson Products Holdings, Inc.(17) |
|||||||||||||