Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - PROSPECT CAPITAL CORP | a12-4502_1ex31d1.htm |
| EX-32.1 - EX-32.1 - PROSPECT CAPITAL CORP | a12-4502_1ex32d1.htm |
| EX-31.2 - EX-31.2 - PROSPECT CAPITAL CORP | a12-4502_1ex31d2.htm |
| EX-32.2 - EX-32.2 - PROSPECT CAPITAL CORP | a12-4502_1ex32d2.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 December 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)
|
Maryland |
|
43-2048643 |
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|
|
|
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(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
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10 East 40th Street |
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|
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44th Floor |
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|
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New York, New York |
|
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). oYes o No
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 February 9, 2012 was 109,776,303.
PROSPECT CAPITAL CORPORATION
FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2011
TABLE OF CONTENTS
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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 – December 31, 2011 (Unaudited) and June 30, 2011 (Audited) |
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7 |
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31 | |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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51 | |
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75 | ||
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76 | ||
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76 | ||
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76 | ||
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76 | ||
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77 | ||
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77 | ||
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78 | ||
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78 | ||
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78 | ||
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80 |
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2011 and June 30, 2011
(in thousands, except share and per share data)
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December 31, |
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June 30, |
| ||||
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(Unaudited) |
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(Audited) |
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Assets (Note 4) |
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Investments at fair value: |
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|
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|
|
| ||
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Control investments (net cost of $273,496 and $262,301, respectively) |
|
$ |
386,552 |
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$ |
310,072 |
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|
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Affiliate investments (net cost of $59,488 and $56,833, respectively) |
|
67,872 |
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72,337 |
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| ||
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Non-control/Non-affiliate investments (net cost of $1,315,227 and $1,116,600, respectively) |
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1,262,179 |
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1,080,601 |
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| ||
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Total investments at fair value (net cost of $1,648,211 and $1,435,734, respectively, Note 3) |
|
1,716,603 |
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1,463,010 |
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| ||
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|
|
|
|
|
|
| ||
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Investments in money market funds |
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60,705 |
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59,903 |
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Cash |
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1,861 |
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|
1,492 |
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| ||
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Receivables for: |
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|
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Interest, net |
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9,739 |
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|
9,269 |
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| ||
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Other |
|
517 |
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|
267 |
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| ||
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Prepaid expenses |
|
387 |
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|
101 |
|
| ||
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Deferred financing costs |
|
12,410 |
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|
15,275 |
|
| ||
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Total Assets |
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1,802,222 |
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1,549,317 |
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| ||
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|
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Liabilities |
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|
|
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Credit facility payable (Note 4) |
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252,000 |
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84,200 |
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Senior convertible notes (Note 5) |
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322,500 |
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322,500 |
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| ||
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Dividends payable |
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11,123 |
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10,895 |
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Due to Broker |
|
17,339 |
|
|
— |
|
| ||
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Due to Prospect Administration (Note 9) |
|
628 |
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|
212 |
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Due to Prospect Capital Management (Note 9) |
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17,459 |
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7,706 |
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Accrued expenses |
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5,966 |
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5,876 |
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Other liabilities |
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2,723 |
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3,571 |
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Total Liabilities |
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629,738 |
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434,960 |
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Net Assets |
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$ |
1,172,484 |
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$ |
1,114,357 |
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Components of Net Assets |
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Common stock, par value $0.001 per share (200,000,000 common shares authorized; 109,691,051 and 107,606,690 issued and outstanding, respectively) (Note 6) |
|
$ |
110 |
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$ |
108 |
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Paid-in capital in excess of par (Note 6) |
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1,217,027 |
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1,196,741 |
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Distributions in excess of net investment income |
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(23,806 |
) |
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(21,638 |
) |
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Accumulated net realized losses on investments |
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(89,239 |
) |
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(88,130 |
) |
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Net unrealized appreciation on investments |
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68,392 |
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27,276 |
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Net Assets |
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$ |
1,172,484 |
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$ |
1,114,357 |
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Net Asset Value Per Share |
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$ |
10.69 |
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$ |
10.36 |
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See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Three and Six Months Ended December 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 Six Months Ended |
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December 31, |
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December 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 3) |
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Control investments |
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$ |
6,415 |
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$ |
5,428 |
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$ |
12,580 |
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$ |
10,617 |
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Affiliate investments |
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2,399 |
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3,524 |
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4,801 |
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6,474 |
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Non-control/Non-affiliate investments |
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36,714 |
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18,410 |
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70,034 |
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39,192 |
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Total interest income |
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45,528 |
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27,362 |
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87,415 |
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56,283 |
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Dividend income: |
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Control investments |
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17,645 |
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2,300 |
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24,345 |
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4,050 |
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Non-control/Non-affiliate investments |
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1,992 |
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1,068 |
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2,841 |
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1,508 |
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Money market funds |
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- |
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3 |
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1 |
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7 |
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Total dividend income |
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19,637 |
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3,371 |
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27,187 |
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5,565 |
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Other income: (Note 7) |
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Control investments |
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612 |
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14 |
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618 |
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1,785 |
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Affiliate investments |
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13 |
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7 |
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74 |
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154 |
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Non-control/Non-affiliate investments |
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1,473 |
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2,546 |
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7,311 |
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4,725 |
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Total other income |
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2,098 |
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2,567 |
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8,003 |
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6,664 |
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Total Investment Income |
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67,263 |
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|
33,300 |
|
|
122,605 |
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|
68,512 |
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Operating Expenses |
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Investment advisory fees: |
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Base management fee (Note 9) |
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8,825 |
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4,903 |
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17,036 |
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9,179 |
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Income incentive fee (Note 9) |
|
9,127 |
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|
4,769 |
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|
16,096 |
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|
10,018 |
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Total investment advisory fees |
|
17,952 |
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|
9,672 |
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33,132 |
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19,197 |
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|
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Interest and credit facility expenses |
|
9,759 |
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2,261 |
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18,719 |
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4,522 |
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Legal fees |
|
510 |
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|
170 |
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|
942 |
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|
480 |
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Valuation services |
|
306 |
|
|
231 |
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|
608 |
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|
448 |
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| ||||
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Audit, compliance and tax related fees |
|
525 |
|
|
265 |
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|
865 |
|
|
481 |
|
| ||||
|
Allocation of overhead from Prospect Administration (Note 9) |
|
1,117 |
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|
840 |
|
|
2,233 |
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|
1,640 |
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| ||||
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Insurance expense |
|
20 |
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|
72 |
|
|
99 |
|
|
143 |
|
| ||||
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Directors’ fees |
|
63 |
|
|
64 |
|
|
127 |
|
|
128 |
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| ||||
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Other general and administrative expenses |
|
503 |
|
|
645 |
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|
1,495 |
|
|
1,398 |
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| ||||
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Total Operating Expenses |
|
30,755 |
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|
14,220 |
|
|
58,220 |
|
|
28,437 |
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| ||||
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|
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|
|
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Net Investment Income |
|
36,508 |
|
|
19,080 |
|
|
64,385 |
|
|
40,075 |
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| ||||
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|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
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Net realized gain (loss) on investments (Note 3) |
|
13,498 |
|
|
4,489 |
|
|
(1,109) |
|
|
5,016 |
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| ||||
|
Net change in unrealized appreciation on investments (Note 3) |
|
14,486 |
|
|
8,371 |
|
|
41,116 |
|
|
12,429 |
|
| ||||
|
|
|
|
|
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|
|
|
|
|
|
|
|
| ||||
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Net Increase in Net Assets Resulting from Operations |
|
$ |
64,492 |
|
|
$ |
31,940 |
|
|
$ |
104,392 |
|
|
$ |
57,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
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Net increase in net assets resulting from operations per share: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
(Note 8 and Note 12) |
|
$ |
0.59 |
|
|
$ |
0.38 |
|
|
$ |
0.96 |
|
|
$ |
0.73 |
|
|
|
Dividends declared per share |
|
$ |
0.31 |
|
|
$ |
0.30 |
|
|
$ |
0.61 |
|
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$ |
0.60 |
|
|
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
For The Six Months Ended December 31, 2011 and 2010
(in thousands, except share data)
(Unaudited)
|
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For The Six Months Ended December 31, |
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2011 |
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2010 |
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Increase in Net Assets from Operations: |
|
|
|
|
| ||||
|
Net investment income |
|
$ |
64,385 |
|
|
$ |
40,075 |
|
|
|
Net realized (loss) gain on investments |
|
(1,109 |
) |
|
5,016 |
|
| ||
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Net change in unrealized appreciation on investments |
|
41,116 |
|
|
12,429 |
|
| ||
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Net Increase in Net Assets Resulting from Operations |
|
104,392 |
|
|
57,520 |
|
| ||
|
|
|
|
|
|
|
|
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Dividends to Shareholders |
|
(66,553 |
) |
|
(48,752 |
) |
| ||
|
|
|
|
|
|
|
|
| ||
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Capital Share Transactions: |
|
|
|
|
|
|
| ||
|
Proceeds from capital shares sold, net of underwriting costs |
|
15,060 |
|
|
178,317 |
|
| ||
|
Less: Offering costs of public share offerings |
|
(165 |
) |
|
(599 |
) |
| ||
|
Reinvestment of dividends |
|
5,393 |
|
|
5,280 |
|
| ||
|
Net Increase in Net Assets Resulting from Capital Share Transactions |
|
20,288 |
|
|
182,998 |
|
| ||
|
|
|
|
|
|
|
|
| ||
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Total Increase in Net Assets |
|
58,127 |
|
|
191,766 |
|
| ||
|
Net assets at beginning of period |
|
1,114,357 |
|
|
711,424 |
|
| ||
|
Net Assets at End of Period |
|
$ |
1,172,484 |
|
|
$ |
903,190 |
|
|
|
|
|
|
|
|
|
|
| ||
|
Capital Share Activity: |
|
|
|
|
|
|
| ||
|
Shares sold |
|
1,500,000 |
|
|
18,494,476 |
|
| ||
|
Shares issued through reinvestment of dividends |
|
584,361 |
|
|
534,044 |
|
| ||
|
Net increase in capital share activity |
|
2,084,361 |
|
|
19,028,520 |
|
| ||
|
Shares outstanding at beginning of period |
|
107,606,690 |
|
|
69,086,862 |
|
| ||
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
| ||
|
Shares Outstanding at End of Period |
|
109,691,051 |
|
|
88,115,382 |
|
| ||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For The Six Months Ended December 31, 2011 and 2010
(in thousands, except share data)
(Unaudited)
|
|
|
For The Six Months Ended December 31,
|
| ||||||
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
| ||||
|
|
|
2011 |
|
2010 |
| ||||
|
|
|
|
|
|
| ||||
|
Cash Flows from Operating Activities: |
|
|
|
|
| ||||
|
Net increase in net assets resulting from operations |
|
$ |
104,392 |
|
|
$ |
57,520 |
|
|
|
Net realized loss (gain) on investments |
|
1,109 |
|
|
(5,016 |
) |
| ||
|
Net change in unrealized appreciation on investments |
|
(41,116 |
) |
|
(12,429 |
) |
| ||
|
Accretion of purchase discount on investments |
|
(2,575 |
) |
|
(5,960 |
) |
| ||
|
Amortization of deferred financing costs |
|
4,494 |
|
|
2,134 |
|
| ||
|
|
|
|
|
|
|
|
| ||
|
Change in operating assets and liabilities |
|
|
|
|
|
|
| ||
|
Payments for purchases of investments |
|
(373,943 |
) |
|
(275,867 |
) |
| ||
|
Payment-in-kind interest |
|
(3,329 |
) |
|
(6,017 |
) |
| ||
|
Proceeds from sale of investments and collection of investment principal |
|
166,261 |
|
|
135,553 |
|
| ||
|
Net increase of investments in money market funds |
|
(802 |
) |
|
(63,323 |
) |
| ||
|
Increase in interest receivable |
|
(470 |
) |
|
(3,064 |
) |
| ||
|
Increase in dividends receivable |
|
— |
|
|
(1 |
) |
| ||
|
(Increase) decrease in other receivables |
|
(250 |
) |
|
69 |
|
| ||
|
(Increase) decrease in prepaid expenses |
|
(286 |
) |
|
121 |
|
| ||
|
Increase in due to broker |
|
17,339 |
|
|
— |
|
| ||
|
Increase in due to Prospect Administration |
|
416 |
|
|
23 |
|
| ||
|
Increase (decrease) in due to Prospect Capital Management |
|
9,753 |
|
|
781 |
|
| ||
|
Increase (decrease) in accrued expenses |
|
90 |
|
|
(1,418 |
) |
| ||
|
(Decrease) increase in other liabilities |
|
(848 |
) |
|
557 |
|
| ||
|
Net Cash Used In Operating Activities |
|
(119,765 |
) |
|
(176,337 |
) |
| ||
|
|
|
|
|
|
|
|
| ||
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
| ||
|
Borrowings under Senior Convertible Notes (Note 5) |
|
— |
|
|
150,000 |
|
| ||
|
Borrowings under credit facility |
|
442,300 |
|
|
180,500 |
|
| ||
|
Principal payments under credit facility |
|
(274,500 |
) |
|
(280,800 |
) |
| ||
|
Financing costs paid and deferred |
|
(1,629 |
) |
|
(6,660 |
) |
| ||
|
Proceeds from issuance of common stock, net of underwriting costs |
|
15,060 |
|
|
178,317 |
|
| ||
|
Offering costs from issuance of common stock |
|
(165 |
) |
|
(599 |
) |
| ||
|
Dividends paid |
|
(60,932 |
) |
|
(41,483 |
) |
| ||
|
Net Cash Provided By Financing Activities |
|
120,134 |
|
|
179,275 |
|
| ||
|
|
|
|
|
|
|
|
| ||
|
Total Increase in Cash |
|
369 |
|
|
2,938 |
|
| ||
|
Cash balance at beginning of period |
|
1,492 |
|
|
1,081 |
|
| ||
|
Cash Balance at End of Period |
|
$ |
1,861 |
|
|
$ |
4,019 |
|
|
|
|
|
|
|
|
|
|
| ||
|
Cash Paid For Interest |
|
$ |
12,777 |
|
|
$ |
1,314 |
|
|
|
|
|
|
|
|
|
|
| ||
|
Non-Cash Financing Activity: |
|
|
|
|
|
|
| ||
|
Amount of shares issued in connection with dividend reinvestment plan |
|
$ |
5,393 |
|
|
$ |
5,280 |
|
|
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2011 and June 30, 2011
(in thousands, except share data)
|
|
|
|
|
|
|
December 31, 2011 (Unaudited) | ||||||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of Net | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Control Investments (25.00% or greater of voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
AIRMALL USA, Inc (27) |
|
Pennsylvania / Property Management |
|
Senior Secured Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 6/30/2015)(3), (4) |
|
$ |
29,650 |
|
$ |
29,650 |
|
$ |
29,650 |
|
2.5% |
|
|
|
|
Senior Subordinated Term Loan (12.00% plus 6.00% PIK, due 12/31/2015) |
|
12,500 |
|
12,500 |
|
12,500 |
|
1.1% |
| |||||
|
|
|
Convertible Preferred Stock (9,919.684 shares) |
|
|
|
9,920 |
|
9,920 |
|
0.9% |
| |||||
|
|
|
Common Stock (100 shares) |
|
|
|
— |
|
1,075 |
|
0.1% |
| |||||
|
|
|
|
|
|
|
|
|
52,070 |
|
53,145 |
|
4.6% |
| |||
|
Ajax Rolled Ring & Machine, Inc. |
|
South Carolina / Manufacturing |
|
Senior Secured Note — Tranche A (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 4/01/2013)(3), (4) |
|
20,387 |
|
20,387 |
|
20,387 |
|
1.7% |
| |||
|
|
|
Subordinated Secured Note — Tranche B (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor) plus 6.00% PIK, due 4/01/2013)(3), (4) |
|
15,035 |
|
15,035 |
|
15,035 |
|
1.3% |
| |||||
|
|
|
Convertible Preferred Stock — Series A (6,142.6 shares) |
|
|
|
6,057 |
|
4,966 |
|
0.4% |
| |||||
|
|
|
Unrestricted Common Stock (6 shares) |
|
|
|
— |
|
40 |
|
0.0% |
| |||||
|
|
|
|
|
|
|
|
|
41,479 |
|
40,428 |
|
3.4% |
| |||
|
AWCNC, LLC(19) |
|
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% (PRIME + 1.75%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4), (25) |
|
1,000 |
|
945 |
|
1,000 |
|
0.1% |
| |||
|
|
|
Senior Secured Term Loan B (8.50% (PRIME + 5.25%) plus 3.00% default interest, in non-accrual status effective 03/02/2010, past due)(4) |
|
1,612 |
|
1,501 |
|
168 |
|
0.0% |
| |||||
|
|
|
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) |
|
9,166 |
|
707 |
|
— |
|
0.0% |
| |||||
|
|
|
Common Stock (100 shares)(21) |
|
|
|
— |
|
— |
|
0.0% |
| |||||
|
|
|
Warrants (33,750 warrants)(21) |
|
|
|
— |
|
— |
|
0.0% |
| |||||
|
|
|
|
|
|
|
|
|
3,153 |
|
1,168 |
|
0.1% |
| |||
|
C&J Cladding LLC |
|
Texas / Metal Services and Minerals |
|
Membership Interest (400 units)(22) |
|
|
|
580 |
|
5,191 |
|
0.4% |
| |||
|
|
|
|
|
|
|
|
|
580 |
|
5,191 |
|
0.4% |
| |||
|
Energy Solutions Holdings, Inc.(8) |
|
Texas / Gas Gathering and Processing |
|
Senior Secured Note (18.00%, due 12/11/2016) (3) |
|
25,000 |
|
25,000 |
|
25,000 |
|
2.1% |
| |||
|
|
|
Junior Secured Note (18.00%, due 12/12/2016) (3) |
|
12,000 |
|
12,000 |
|
12,000 |
|
1.0% |
| |||||
|
|
|
Senior Secured Note to Vessel Holdings LLC (18.00%, due 12/12/2016) |
|
3,500 |
|
3,500 |
|
3,500 |
|
0.3% |
| |||||
|
|
|
Subordinated Secured Note to Freedom Marine Holdings, LLC (12.00% (LIBOR + 6.11% with 5.89% LIBOR floor) plus 4.00% PIK, in non-accrual status effective 10/1/2010, due 12/31/2011) |
|
13,086 |
|
12,504 |
|
3,431 |
|
0.3% |
| |||||
|
|
|
Senior Secured Debt to Yatesville Coal Holdings, Inc. (Non-accrual status effective 1/01/2009, past due) |
|
1,035 |
|
1,035 |
|
— |
|
0.0% |
| |||||
|
|
|
Junior Secured Debt to Yatesville Coal Holdings, Inc. (Non-accrual status effective 1/01/2009, past due) |
|
414 |
|
414 |
|
— |
|
0.0% |
| |||||
|
|
|
Common Stock (100 shares)(3) |
|
|
|
8,793 |
|
109,536 |
|
9.3% |
| |||||
|
|
|
|
|
|
|
|
|
63,246 |
|
153,467 |
|
13.0% |
| |||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
December 31, 2011 and June 30, 2011
(in thousands, except share data)
|
|
|
|
|
|
|
December 31, 2011 (Unaudited) | ||||||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Control Investments (25.00% or greater of voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
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 – 12/31/2013) (10) |
|
$ |
2,581 |
|
$ |
2,580 |
|
$ |
1,106 |
|
0.1% |
|
|
|
|
Senior Demand Note (15.00%, in non-accrual status effective 11/1/2010, past due)(10) |
|
1,170 |
|
1,170 |
|
— |
|
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) |
|
13,110 |
|
13,110 |
|
— |
|
0.0% |
| |||||
|
|
|
Preferred Stock — Series A (10 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||
|
|
|
Common Stock (49 shares) |
|
|
|
679 |
|
— |
|
0.0% |
| |||||
|
|
|
|
|
|
|
|
|
18,199 |
|
1,106 |
|
0.1% |
| |||
|
Manx Energy, Inc. (“Manx”)(12) |
|
Kansas / Oil & Gas Production |
|
Appalachian Energy Holdings, LLC (“AEH”) — Senior Secured First Lien Note (8.00%, in non-accrual status effective 1/19/2010, due 1/19/2013) |
|
2,341 |
|
2,000 |
|
— |
|
0.0% |
| |||
|
|
|
Coalbed, LLC — Senior Secured Note (8.00%, in non-accrual status effective 1/19/2010, due 1/19/2013)(6) |
|
7,022 |
|
5,991 |
|
— |
|
0.0% |
| |||||
|
|
|
Manx — Senior Secured Note (13.00%, in non-accrual status effective 1/19/2010, due 1/19/2013) |
|
3,550 |
|
3,550 |
|
436 |
|
0.0% |
| |||||
|
|
|
Manx — Preferred Stock (6,635 shares) |
|
|
|
6,307 |
|
— |
|
0.0% |
| |||||
|
|
|
Manx — Common Stock (17,082 shares) |
|
|
|
1,171 |
|
— |
|
0.0% |
| |||||
|
|
|
|
|
|
|
|
|
19,019 |
|
436 |
|
0.0% |
| |||
|
NMMB Holdings, Inc. (24) |
|
New York / Media |
|
Revolving Line of Credit — $3,000 Commitment (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 5/6/2012) (4), (25) |
|
— |
|
— |
|
— |
|
0.0% |
| |||
|
|
|
Senior Term Loan (14.00%, due 5/6/2016) |
|
21,700 |
|
21,700 |
|
21,700 |
|
1.9% |
| |||||
|
|
|
Senior Subordinated Term Loan (15.00%, due 5/6/2016) |
|
2,800 |
|
2,800 |
|
2,800 |
|
0.2% |
| |||||
|
|
|
Series A Preferred Stock (4,400 shares) |
|
|
|
4,400 |
|
1,784 |
|
0.2% |
| |||||
|
|
|
|
|
|
|
|
|
28,900 |
|
26,284 |
|
2.3% |
| |||
|
NRG Manufacturing, Inc. |
|
Texas / Manufacturing |
|
Senior Secured Note (15.00%, due 12/27/2016) |
|
37,218 |
|
37,218 |
|
37,218 |
|
3.2% |
| |||
|
|
|
Common Stock (408 shares) |
|
|
|
1,180 |
|
50,257 |
|
4.3% |
| |||||
|
|
|
|
|
|
|
|
|
38,398 |
|
87,475 |
|
7.5% |
| |||
|
Nupla Corporation |
|
California / Home & Office Furnishings, Housewares & Durable |
|
Revolving Line of Credit — $2,000 Commitment (7.25% (PRIME + 4.00%), plus 2.00% default interest, due 9/04/2012)(4), (25) |
|
1,093 |
|
1,046 |
|
1,093 |
|
0.1% |
| |||
|
|
|
Senior Secured Term Loan A (8.00% (PRIME + 4.75%) plus 2.00% default interest, due 9/04/2012)(4) |
|
4,273 |
|
637 |
|
3,857 |
|
0.3% |
| |||||
|
|
|
Senior Subordinated Debt (15.00% PIK, in non-accrual status effective 4/01/2009, due 3/04/2013) |
|
4,212 |
|
— |
|
96 |
|
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% |
| |||||
|
|
|
|
|
|
|
|
|
1,683 |
|
5,046 |
|
0.4% |
| |||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
December 31, 2011 and June 30, 2011
(in thousands, except share data)
|
|
|
|
|
|
|
December 31, 2011 (Unaudited) | ||||||||||
| 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 |
|
$ |
3,437 |
|
0.3% |
| |
|
|
|
Common Stock (545,107 shares) |
|
|
|
5,087 |
|
9,369 |
|
0.8% |
| |||||
|
|
|
|
|
|
|
|
|
6,769 |
|
12,806 |
|
1.1% |
| |||
|
|
|
|
|
Total Control Investments |
|
273,496 |
|
386,552 |
|
32.9% |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
Affiliate Investments (5.00% to 24.99% voting control) |
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
|
BNN Holdings Corp., (f/k/a Biotronic NeuroNetwork) |
|
Michigan / Healthcare |
|
Senior Secured Note (11.50% (LIBOR + 7.00% with 4.50% LIBOR floor) plus 1.00% PIK, due 2/21/2013)(3), (4) |
|
$ |
26,227 |
|
26,227 |
|
26,227 |
|
2.2% |
| ||
|
|
|
Preferred Stock Series A (9,925.455 shares)(13) |
|
|
|
2,300 |
|
310 |
|
0.0% |
| |||||
|
|
|
Preferred Stock Series B (1,753.64 shares)(13) |
|
|
|
579 |
|
78 |
|
0.0% |
| |||||
|
|
|
|
|
|
|
|
|
29,106 |
|
26,615 |
|
2.2% |
| |||
|
Boxercraft Incorporated |
|
Georgia / Textiles & Leather |
|
Senior Secured Term Loan A (9.50% (LIBOR + 6.50% with 3.00% LIBOR floor), due 9/16/2013)(3), (4) |
|
2,194 |
|
2,003 |
|
2,225 |
|
0.2% |
| |||
|
|
|
Senior Secured Term Loan B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 9/16/2013)(3), (4) |
|
4,725 |
|
4,140 |
|
4,796 |
|
0.4% |
| |||||
|
|
|
Senior Secured Term Loan C (10.50% (LIBOR + 7.50% with 3.00% LIBOR floor), due 9/16/2013)(3), (4) |
|
2,289 |
|
2,289 |
|
2,323 |
|
0.2% |
| |||||
|
|
|
Subordinated Secured Term Loan (12.00% plus 3.00% PIK, due 3/16/2014)(3) |
|
7,846 |
|
6,751 |
|
7,964 |
|
0.7% |
| |||||
|
|
|
Preferred Stock (1,000,000 shares) |
|
|
|
— |
|
1,305 |
|
0.1% |
| |||||
|
|
|
Common Stock (10,000 shares) |
|
|
|
— |
|
— |
|
0.0% |
| |||||
|
|
|
|
|
|
|
|
|
15,183 |
|
18,613 |
|
1.6% |
| |||
|
Smart, LLC(14) |
|
New York / Diversified / Conglomerate Service |
|
Membership Interest |
|
|
|
— |
|
37 |
|
0.0% |
| |||
|
|
|
|
|
|
|
|
|
— |
|
37 |
|
0.0% |
| |||
|
Sport Helmets Holdings, LLC(14) |
|
New York / Personal & Nondurable Consumer Products |
|
Revolving Line of Credit — $3,000 Commitment (3.87% (LIBOR + 3.50%), due 12/14/2013) (4), (25), (26) |
|
— |
|
— |
|
— |
|
0.0% |
| |||
|
|
|
Senior Secured Term Loan A (3.87% (LIBOR + 3.50%), due 12/14/2013)(3), (4) |
|
1,675 |
|
1,132 |
|
1,645 |
|
0.2% |
| |||||
|
|
|
Senior Secured Term Loan B (4.37%, (LIBOR + 4.00%) due 12/14/2013)(3), (4) |
|
7,275 |
|
5,877 |
|
7,062 |
|
0.6% |
| |||||
|
|
|
Senior Subordinated Debt — Series A (12.00% plus 3.00% PIK, due 6/14/2014)(3) |
|
7,666 |
|
6,580 |
|
7,666 |
|
0.7% |
| |||||
|
|
|
Senior Subordinated Debt — Series B (10.00% plus 5.00% PIK, due 6/14/2014)(3) |
|
1,464 |
|
1,151 |
|
1,464 |
|
0.1% |
| |||||
|
|
|
Common Stock (20,974 shares) |
|
|
|
459 |
|
4,770 |
|
0.4% |
| |||||
|
|
|
|
|
|
|
|
|
15,199 |
|
22,607 |
|
2.0% |
| |||
|
|
|
|
|
Total Affiliate Investments |
|
59,488 |
|
67,872 |
|
5.8% |
| |||||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
December 31, 2011 and June 30, 2011
(in thousands, except share data)
|
|
|
|
|
|
|
December 31, 2011 (Unaudited) | |||||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of Net | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
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 |
|
$ |
233 |
|
0.0% |
|
|
|
|
|
|
|
|
|
|
141 |
|
233 |
|
0.0% |
| ||
|
Aircraft Fasteners International, LLC |
|
California / Machinery |
|
Revolving Line of Credit — $500 Commitment (9.50% (LIBOR + 7.00% with 2.50% LIBOR floor), due 11/01/2012)(4), (25), (26) |
|
— |
|
— |
|
— |
|
0.0% |
| ||
|
|
|
Senior Secured Term Loan (9.50% (LIBOR + 7.00% with 2.50% LIBOR floor), due 11/01/2012)(3), (4) |
|
2,976 |
|
2,976 |
|
2,976 |
|
0.3% |
| ||||
|
|
|
Junior Secured Term Loan (12.00% plus 6.00% PIK, due 5/01/2013)(3) |
|
4,465 |
|
4,465 |
|
4,465 |
|
0.4% |
| ||||
|
|
|
Convertible Preferred Stock (32,500 units) |
|
|
|
396 |
|
428 |
|
0.0% |
| ||||
|
|
|
|
|
|
|
|
|
7,837 |
|
7,869 |
|
0.7% |
| ||
|
American Gilsonite Company |
|
Utah / Specialty Minerals |
|
Senior Subordinated Note (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/10/2016)(3), (4) |
|
30,232 |
|
30,232 |
|
30,232 |
|
2.6% |
| ||
|
|
|
Senior Subordinated Note (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/10/2016)(4) |
|
7,500 |
|
7,500 |
|
7,500 |
|
0.6% |
| ||||
|
|
|
Membership Interest in AGC/PEP, LLC (99.9999%)(15) |
|
|
|
— |
|
4,223 |
|
0.4% |
| ||||
|
|
|
|
|
|
|
|
|
37,732 |
|
41,955 |
|
3.6% |
| ||
|
Anchor Hocking, LLC.(3) |
|
Ohio / Durable Consumer Products |
|
Senior Secured First Lien Term Loan (10.50% (LIBOR + 9.00% with 1.50% LIBOR floor), due 9/27/2016) (4) |
|
20,444 |
|
20,444 |
|
19,859 |
|
1.7% |
| ||
|
|
|
|
|
|
|
|
|
20,444 |
|
19,859 |
|
1.7% |
| ||
|
Apidos CLO VIII |
|
Cayman Islands / Diversified Financial Services |
|
Subordinated Notes (Residual Interest) |
|
— |
|
10,677 |
|
9,668 |
|
0.8% |
| ||
|
|
|
|
|
|
|
|
|
10,677 |
|
9,668 |
|
0.8% |
| ||
|
Arrowhead General Insurance Agency, Inc.(16) |
|
California / Insurance |
|
Secured Second Lien Term Loan (11.25% (LIBOR + 9.50% with 1.75% LIBOR floor), due 9/30/2017) (4) |
|
27,000 |
|
27,000 |
|
27,810 |
|
2.4% |
| ||
|
|
|
|
|
|
|
|
|
27,000 |
|
27,810 |
|
2.4% |
| ||
|
Babson CLO Ltd 2011-I |
|
Cayman Islands / Diversified Financial Services |
|
Subordinated Notes (Residual Interest) |
|
— |
|
32,116 |
|
29,694 |
|
2.5% |
| ||
|
|
|
|
|
|
|
|
|
32,116 |
|
29,694 |
|
2.5% |
| ||
|
Byrider Systems Acquisition Corp |
|
Indiana / Auto Finance |
|
Senior Subordinated Notes (12.00% plus 2.00% PIK, due 11/3/2016) (3) |
|
25,296 |
|
25,296 |
|
25,296 |
|
2.2% |
| ||
|
|
|
|
|
|
|
|
|
25,296 |
|
25,296 |
|
2.2% |
| ||
|
Caleel + Hayden, LLC (14) |
|
Colorado / Personal & Nondurable Consumer Products |
|
Membership Units (7,500 shares) |
|
|
|
351 |
|
562 |
|
0.0% |
| ||
|
|
|
Options in Mineral Fusion Natural Brands, LLC (11,662 options) |
|
|
|
— |
|
— |
|
0.0% |
| ||||
|
|
|
|
|
|
|
|
|
351 |
|
562 |
|
0.0% |
| ||
|
Capstone Logistics, LLC. (4) |
|
Georgia / Commercial Services |
|
Senior Secured Term Loan A (7.50% (LIBOR + 5.50% with 2.00% LIBOR floor), due 9/16/2016) |
|
34,027 |
|
34,027 |
|
34,027 |
|
2.9% |
| ||
|
|
|
Senior Secured Term Loan B (13.50% (LIBOR + 11.50% with 2.00% LIBOR floor), due 9/16/2016)(3) |
|
41,625 |
|
41,625 |
|
41,625 |
|
3.6% |
| ||||
|
|
|
|
|
|
|
|
|
75,652 |
|
75,652 |
|
6.5% |
| ||
See notes to consolidated financial statements.
PROSPECT CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED SCHEDULE OF INVESTMENTS – (CONTINUED)
December 31, 2011 and June 30, 2011
(in thousands, except share data)
|
|
|
|
|
|
|
December 31, 2011 (Unaudited) |
| ||||||
| Portfolio Company |
|
Locale / Industry |
|
Investments(1) |
|
Principal |
|
Cost |
|
Fair |
|
% of Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LEVEL 3 PORTFOLIO INVESTMENTS: |
|
|
|
| |||||||||