PROSPECT CAPITAL CORP - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - PROSPECT CAPITAL CORP	psec10-qq32016ex311.htm
EX-32.1 - EXHIBIT 32.1 - PROSPECT CAPITAL CORP	psec10-qq32016ex321.htm
EX-31.2 - EXHIBIT 31.2 - PROSPECT CAPITAL CORP	psec10-qq32016ex312.htm
EX-32.2 - EXHIBIT 32.2 - PROSPECT CAPITAL CORP	psec10-qq32016ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016 OR
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
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10 East 40th Street, 42nd Floor
New York, New York	10016
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code: (212) 448-0702

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, 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, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer ý	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.



Class of Common Stock		Outstanding at May 10, 2016
$0.001 par value		356,437,837

Table of Contents



		Page
	Forward-Looking Statements	1
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of March 31, 2016 (unaudited) and June 30, 2015	2
	Consolidated Statements of Operations for the three and nine months ended March 31, 2016 and March 31, 2015 (unaudited)	3
	Consolidated Statements of Changes in Net Assets for the nine months ended March 31, 2016 and March 31, 2015 (unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended March 31, 2016 and March 31, 2015 (unaudited)	5
	Consolidated Schedules of Investments as of March 31, 2016 (unaudited) and June 30, 2015	6
	Notes to Consolidated Financial Statements	40
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	121
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	155
Item 4.	Controls and Procedures	155
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	157
Item 1A.	Risk Factors	157
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	157
Item 3.	Defaults Upon Senior Securities	157
Item 4.	Mine Safety Disclosures	157
Item 5.	Other Information	157
Item 6.	Exhibits and Financial Statement Schedules	157
	Signatures

FORWARD-LOOKING STATEMENTS

This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,”

“intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to volume growth, share of sales and earnings per share growth, and statements expressing general views about future operating results—are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended June 30, 2015, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

PART I

Item 1. Financial Statements

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share data)



	March 31, 2016			June 30, 2015
	(Unaudited)			(Audited)
Assets
Investments at fair value:
Control investments (amortized cost of $1,959,243 and $1,894,644, respectively)	$	1,998,023		$	1,974,202
Affiliate investments (amortized cost of $10,758 and $45,150, respectively)	12,088			45,945
Non-control/non-affiliate investments (amortized cost of $4,238,156 and $4,619,582, respectively)	3,994,994			4,589,411
Total investments at fair value (amortized cost of $6,208,157 and $6,559,376, respectively)	6,005,105			6,609,558
Cash and cash equivalents	169,212			110,026
Receivables for:
Interest, net	18,879			20,408
Other	927			2,885
Prepaid expenses	1,268			757
Deferred financing costs	50,937			54,420
Total Assets	6,246,328			6,798,054

Liabilities
Revolving Credit Facility (Notes 4 and 8)	—			368,700
Convertible Notes (Notes 5 and 8)	1,089,000			1,239,500
Public Notes (Notes 6 and 8)	708,242			548,094
Prospect Capital InterNotes® (Notes 7 and 8)	898,535			827,442
Due to broker	—			26,778
Interest payable	33,724			39,659
Dividends payable	29,675			29,923
Due to Prospect Administration (Note 13)	1,899			4,238
Due to Prospect Capital Management (Note 13)	55,021			2,550
Accrued expenses	3,153			3,408
Other liabilities	4,663			4,713
Commitments and Contingencies (Note 3)	—			—
Total Liabilities	2,823,912			3,095,005
Net Assets	$	3,422,416		$	3,703,049

Components of Net Assets
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 356,113,777 and 359,090,759 issued and outstanding, respectively) (Note 9)	$	356		$	359
Paid-in capital in excess of par (Note 9)	3,959,864			3,975,672
Accumulated overdistributed net investment income	(5,800		)	(21,077		)
Accumulated net realized loss on investments and extinguishment of debt	(328,952		)	(302,087		)
Net unrealized (depreciation) appreciation on investments	(203,052		)	50,182
Net Assets	$	3,422,416		$	3,703,049

Net Asset Value Per Share (Note 16)	$	9.61		$	10.31

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(Unaudited)



	Three Months Ended March 31,						Nine Months Ended March 31,
	2016			2015			2016			2015
Investment Income
Interest income:
Control investments	$	50,762		$	50,418		$	154,135		$	146,230
Affiliate investments	—			973			896			2,814
Non-control/non-affiliate investments	83,986			94,556			265,855			290,665
Structured credit securities	44,244			39,046			135,912			118,238
Total interest income	178,992			184,993			556,798			557,947
Dividend income:
Control investments	8,288			1,346			25,046			4,756
Affiliate investments	—			—			—			778
Non-control/non-affiliate investments	13			24			16			46
Money market funds	—			1			—			27
Total dividend income	8,301			1,371			25,062			5,607
Other income:
Control investments	1,758			1,620			7,436			10,352
Affiliate investments	—			—			—			226
Non-control/non-affiliate investments	442			3,366			9,639			18,122
Total other income (Note 10)	2,200			4,986			17,075			28,700
Total Investment Income	189,493			191,350			598,935			592,254
Operating Expenses
Investment advisory fees:
Base management fee (Note 13)	30,977			33,679			95,712			100,878
Income incentive fee (Note 13)	21,906			21,860			69,940			68,307
Total investment advisory fees	52,883			55,539			165,652			169,185
Interest and credit facility expenses	41,719			42,213			125,881			127,371
Legal fees	11			(4		)	2,163			1,554
Valuation services	365			401			1,228			1,310
Audit, compliance and tax related fees	1,596			648			4,665			2,239
Allocation of overhead from Prospect Administration (Note 13)	2,936			2,984			9,114			8,414
Insurance expense	214			121			653			373
Directors’ fees	94			94			282			282
Excise tax	400			(793		)	1,700			982
Other general and administrative expenses	1,649			2,706			7,836			7,315
Total Operating Expenses	101,867			103,909			319,174			319,025
Net Investment Income	87,626			87,441			279,761			273,229

Net realized (losses) gains on investments	(10,784		)	4,704			(18,237		)	(150,973		)
Net change in unrealized (depreciation) appreciation on investments	(1,311		)	(9,775		)	(253,233		)	130,528
Net realized and unrealized losses on investments	(12,095		)	(5,071		)	(271,470		)	(20,445		)
Net realized losses on extinguishment of debt	(23		)	(878		)	(86		)	(1,214		)
Net Increase in Net Assets Resulting from Operations	$	75,508		$	81,492		$	8,205		$	251,570
Net increase in net assets resulting from operations per share	$	0.21		$	0.23		$	0.02		$	0.71
Dividends declared per share	$	(0.25	)	$	(0.28	)	$	(0.75	)	$	(0.94	)

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share data)

(Unaudited)



	Nine Months Ended March 31,
	2016			2015
Operations
Net investment income	$	279,761		$	273,229
Net realized losses on investments	(18,237		)	(150,973		)
Net change in unrealized (depreciation) appreciation on investments	(253,233		)	130,528
Net realized losses on extinguishment of debt	(86		)	(1,214		)
Net Increase in Net Assets Resulting from Operations	8,205			251,570

Distributions to Shareholders
Distribution from net investment income	(266,920		)	(331,863		)
Distribution of return of capital	—			—
Net Decrease in Net Assets Resulting from Distributions to Shareholders	(266,920		)	(331,863		)

Common Stock Transactions
Issuance of common stock, net of underwriting costs	—			146,085
Less: Offering costs from issuance of common stock	118			(585		)
Repurchase of common stock under stock repurchase program	(34,140		)	—
Value of shares issued through reinvestment of dividends	12,104			11,199
Net (Decrease) Increase in Net Assets Resulting from Common Stock Transactions	(21,918		)	156,699

Total (Decrease) Increase in Net Assets	(280,633		)	76,406
Net assets at beginning of period	3,703,049			3,618,182
Net Assets at End of Period	$	3,422,416		$	3,694,588

Common Stock Activity
Shares sold	—			14,845,556
Shares repurchased under stock repurchase program	(4,708,750		)	—
Shares issued through reinvestment of dividends	1,731,768			1,189,248
Net shares (repurchased) issued due to common stock activity	(2,976,982		)	16,034,804
Shares issued and outstanding at beginning of period	359,090,759			342,626,637
Shares Issued and Outstanding at End of Period	356,113,777			358,661,441

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands, except share data)

(Unaudited)



	Nine Months Ended March 31,
	2016			2015
Operating Activities
Net increase in net assets resulting from operations	$	8,205		$	251,570
Net realized losses on extinguishment of debt	86			1,214
Net realized losses on investments	18,237			150,973
Net change in unrealized depreciation (appreciation) on investments	253,233			(130,528		)
Amortization of discounts and premiums, net	62,631			64,200
Accretion of discount on Public Notes (Note 6)	148			164
Amortization of deferred financing costs	10,156			9,601
Payment-in-kind interest	(7,475		)	(16,485		)
Structuring fees	(6,932		)	(18,055		)
Change in operating assets and liabilities:
Payments for purchases of investments	(670,657		)	(1,421,531		)
Proceeds from sale of investments and collection of investment principal	955,415			1,022,394
Decrease (increase) in interest receivable, net	1,529			(2,372		)
Decrease in other receivables	1,958			983
(Increase) decrease in prepaid expenses	(511		)	968
Decrease in due to broker	(26,778		)	—
Decrease in interest payable	(5,935		)	(2,073		)
(Decrease) increase in due to Prospect Administration	(2,339		)	336
Increase in due to Prospect Capital Management	52,471			1,388
Decrease in accrued expenses	(255		)	(1,455		)
(Decrease) increase in other liabilities	(50		)	319
Net Cash Provided by (Used in) Operating Activities	643,137			(88,389		)
Financing Activities
Borrowings under Revolving Credit Facility (Note 4)	615,000			1,187,000
Principal payments under Revolving Credit Facility (Note 4)	(983,700		)	(961,300		)
Issuance of Public Notes (Note 6)	160,000			—
Redemption of Convertible Notes (Note 5)	(150,000		)	—
Repurchase of Convertible Notes, net (Note 5)	(500		)	(7,658		)
Issuances of Prospect Capital InterNotes® (Note 7)	74,862			74,967
Redemptions of Prospect Capital InterNotes®, net (Note 7)	(3,769		)	(83,475		)
Financing costs paid and deferred	(6,759		)	(8,626		)
Cost of shares repurchased under stock repurchase program	(34,140		)	—
Proceeds from issuance of common stock, net of underwriting costs	—			146,085
Offering costs from issuance of common stock	118			(585		)
Dividends paid	(255,063		)	(328,620		)
Net Cash (Used in) Provided by Financing Activities	(583,951		)	17,788

Net Increase (Decrease) in Cash and Cash Equivalents	59,186			(70,601		)
Cash and cash equivalents at beginning of period	110,026			134,225
Cash and Cash Equivalents at End of Period	$	169,212		$	63,624

Supplemental Disclosures
Cash paid for interest	$	121,512		$	119,679
Non-Cash Financing Activities
Value of shares issued through reinvestment of dividends	$	12,104		$	11,199

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(47)

American Property REIT Corp.(8)	Various / Real Estate	Senior Secured Term Loan (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 4/1/2019)(4)(6)(30)	$	51,905	$	51,905	$	51,905	1.4%
		Common Stock (318,249 shares)	—		24,382		43,170		1.3%
		Net Operating Income Interest (5% of Net Operating Income)	—		—		12,418		0.4%
					76,287		107,493		3.1%
Arctic Energy Services, LLC(9)	Wyoming / Oil & Gas Services	Class D Units (32,915 units)	—		31,639		33,116		1.0%
		Class E Units (21,080 units)	—		20,230		4,500		0.1%
		Class A Units (700 units)	—		9,006		—		—%
		Class C Units (10 units)	—		—		—		—%
					60,875		37,616		1.1%
CCPI Inc.(10)	Ohio / Manufacturing	Senior Secured Term Loan A (10.00%, due 12/31/2017)(3)	12,425		12,425		12,425		0.4%
		Senior Secured Term Loan B (12.00% plus 7.00% PIK, due 12/31/2017)(6)	9,320		9,320		9,320		0.3%
		Common Stock (14,957 shares)	—		6,636		19,108		0.5%
					28,381		40,853		1.2%
CP Energy Services Inc.(11)	Oklahoma / Oil & Gas Services	Series B Convertible Preferred Stock (1,043 shares)	—		98,272		75,423		2.2%
		Common Stock (2,924 shares)	—		15,227		—		—%
					113,499		75,423		2.2%
Credit Central Loan Company, LLC(12)	South Carolina / Consumer Finance	Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2019)(6)(32)	36,333		36,333		36,333		1.0%
		Class A Shares (7,500,000 shares)(32)	—		11,633		12,426		0.4%
		Net Revenues Interest (25% of Net Revenues)(32)	—		—		3,627		0.1%
					47,966		52,386		1.5%
Echelon Aviation LLC	New York / Aerospace & Defense	Senior Secured Term Loan (11.75% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(4)(6)(30)	37,855		37,855		37,855		1.1%
		Membership Interest (99%)	—		19,907		19,109		0.6%
					57,762		56,964		1.7%
Edmentum Ultimate Holdings, LLC(13)	Minnesota / Consumer Services	Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00%, due 6/9/2020)(33)	—		2,742		2,742		0.1%
		Unsecured Senior PIK Note (8.50% PIK, due 6/9/2020)(6)	6,209		6,209		6,209		0.2%
		Unsecured Junior PIK Note (10.00% PIK, due 6/9/2020)(6)	28,131		21,632		25,092		0.7%
		Class A Common Units (370,964.14 units)	—		6,577		6,245		0.2%
					37,160		40,288		1.2%
First Tower Finance Company LLC(14)	Mississippi / Consumer Finance	Subordinated Term Loan to First Tower, LLC (10.00% plus 12.00% PIK, due 6/24/2019)(6)(32)	255,249		255,249		255,249		7.5%
		Class A Shares (86,711,625 shares)(32)	—		70,476		102,881		3.0%
					325,725		358,130		10.5%
Freedom Marine Solutions, LLC(15)	Louisiana / Oil & Gas Services	Membership Interest (100%)	—		40,211		26,619		0.8%
					40,211		26,619		0.8%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(47)

Gulf Coast Machine & Supply Company	Texas / Manufacturing	Senior Secured Term Loan (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), in non-accrual status effective 1/1/2015, due 10/12/2017)(4)(30)	$	37,379	$	33,925	$	9,946	0.3%
		Series A Convertible Preferred Stock (99,900 shares)	—		25,950		—		—%
					59,875		9,946		0.3%
Harbortouch Payments, LLC(16)	Pennsylvania / Business Services	Senior Secured Term Loan A (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor), due 9/30/2017)(3)(4)(30)	128,225		128,225		128,225		3.7%
		Senior Secured Term Loan B (5.50% (LIBOR + 4.00% with 1.50% LIBOR floor) plus 5.50% PIK, due 3/31/2018)(4)(6)(30)	144,878		144,878		144,878		4.2%
		Senior Secured Term Loan C (13.00% (LIBOR + 9.00% with 4.00% LIBOR floor), due 9/29/2018)(4)(30)	19,639		19,639		19,639		0.6%
		Class C Shares (535 shares)	—		8,689		42,938		1.3%
					301,431		335,680		9.8%
MITY, Inc.(17)	Utah / Durable Consumer Products	Senior Secured Note A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 3/19/2019)(3)(4)(30)	18,250		18,250		18,250		0.5%
		Senior Secured Note B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor) plus 10.00% PIK, due 3/19/2019)(3)(4)(6)(30)	16,442		16,442		16,442		0.5%
		Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due on demand)(32)	7,200		7,200		5,555		0.2%
		Common Stock (42,053 shares)	—		6,849		17,376		0.5%
					48,741		57,623		1.7%
National Property REIT Corp.(18)	Various / Real Estate	Senior Secured Term Loan A (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 4/1/2019)(4)(6)(30)	140,061		140,061		140,061		4.1%
		Senior Secured Term Loan E (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 5.00% PIK, due 4/1/2019)(4)(6)(30)	158,079		158,079		158,079		4.6%
		Senior Secured Term Loan C to ACL Loan Holdings, Inc. (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 5.00% PIK, due 4/1/2019)(4)(6)(30)(32)	113,131		113,131		113,131		3.3%
		Common Stock (1,000,451 shares)	—		114,794		130,439		3.8%
		Net Operating Income Interest (5% of Net Operating Income)	—		—		36,833		1.1%
					526,065		578,543		16.9%
Nationwide Loan Company LLC(19)	Illinois / Consumer Finance	Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2019)(6)(32)	16,696		16,696		16,696		0.5%
		Class A Shares (30,192,535 shares)(32)	—		16,201		17,502		0.5%
					32,897		34,198		1.0%
NMMB, Inc.(20)	New York / Media	Senior Secured Note (14.00%, due 5/6/2021)	3,714		3,714		3,714		0.1%
		Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2021)	7,000		7,000		7,000		0.2%
		Series A Preferred Stock (7,200 shares)	—		7,200		2,556		0.1%
		Series B Preferred Stock (5,669 shares)	—		5,669		—		—%
					23,583		13,270		0.4%
R-V Industries, Inc.	Pennsylvania / Manufacturing	Senior Subordinated Note (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 6/12/2018)(3)(4)(30)	28,622		28,622		28,622		0.8%
		Common Stock (545,107 shares)	—		5,087		4,891		0.1%
		Warrant (to purchase 200,000 shares of Common Stock, expires 6/30/2017)	—		1,682		1,794		0.1%
					35,391		35,307		1.0%

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Control Investments (greater than 25.00% voting control)(47)

United Property REIT Corp.(21)	Various / Real Estate	Senior Term Loan (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 5.50% PIK, due 4/1/2019)(4)(6)(30)	$	67,252	$	67,252	$	67,252	2.0%
		Common Stock (83,470 shares)	—		15,907		20,734		0.6%
		Net Operating Income Interest (5% of Net Operating Income)	—		—		17,646		0.5%
					83,159		105,632		3.1%
Valley Electric Company, Inc.(22)	Washington / Construction & Engineering	Senior Secured Note to Valley Electric Co. of Mt. Vernon, Inc. (8.00% (LIBOR + 5.00% with 3.00% LIBOR floor) plus 2.50% PIK, due 12/31/2017)(3)(4)(6)(30)	10,430		10,430		10,430		0.3%
		Senior Secured Note (10.00% plus 8.50% PIK, due 12/31/2018)(6)	23,601		23,601		20,929		0.6%
		Common Stock (50,000 shares)	—		26,204		—		—%
					60,235		31,359		0.9%
Wolf Energy, LLC	Kansas / Oil & Gas Production	Senior Secured Promissory Note secured by assets formerly owned by H&M (18.00%, in non-accrual status effective 4/15/2013, due 4/15/2018)	35,050		—		674		—%
		Membership Interest (100%)	—		—		—		—%
		Net Profits Interest (8% of Equity Distributions)(7)	—		—		19		—%
					—		693		—%
Total Control Investments					$	1,959,243	$	1,998,023	58.9%



Affiliate Investments (5.00% to 24.99% voting control)(48)

BNN Holdings Corp.	Michigan / Healthcare	Series A Preferred Stock (9,925.455 shares)(26)	$	—	$	2,228	$	2,904	0.1%
		Series B Preferred Stock (1,753.636 shares)(26)	—		—		623		—%
					2,228		3,527		0.1%
Targus International, LLC(46)	California / Durable Consumer Products	Senior Secured Term Loan A (15.00% PIK, in non-accrual status effective 10/1/15, due 12/31/2019)(27)	1,270		1,263		1,270		—%
		Senior Secured Term Loan B (15.00% PIK, in non-accrual status effective 10/1/15, due 12/31/2019)(27)	3,812		3,788		3,812		0.1%
		Common (1,262,737 shares)	—		3,479		3,479		0.1%
					8,530		8,561		0.2%
Total Affiliate Investments					$	10,758	$	12,088	0.3%

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

AFI Shareholder, LLC (f/k/a Aircraft Fasteners International, LLC)	California / Machinery	Class A Units (32,500 units)	$	—	$	349	$	482	—%
					349		482		—%
Airmall Inc.	Pennsylvania / Property Management	Escrow Receivable	—		4,160		3,061		0.1%
					4,160		3,061		0.1%
Ajax Rolled Ring & Machine, LLC(42)	South Carolina / Manufacturing	Escrow Receivable(42)	—		1,264		2,312		0.1%
					1,264		2,312		0.1%
ALG USA Holdings, LLC	Pennsylvania / Hotels, Restaurants & Leisure	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 2/28/2020)(4)(27)(30)	11,771		11,620		11,771		0.3%
					11,620		11,771		0.3%
American Gilsonite Company	Utah / Metal Services & Minerals	Membership Interest (1.93%)(36)	—		—		—		—%
					—		—		—%
Apidos CLO IX	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 17.56%)(24)(32)	23,525		20,097		19,490		0.6%
					20,097		19,490		0.6%
Apidos CLO XI	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.94%)(24)(32)	38,340		30,111		25,358		0.7%
					30,111		25,358		0.7%
Apidos CLO XII	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 14.55%)(24)(32)	44,063		35,179		29,742		0.9%
					35,179		29,742		0.9%
Apidos CLO XV	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 12.42%)(24)(32)	36,515		31,908		24,179		0.7%
					31,908		24,179		0.7%
Apidos CLO XXII	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.61%)(24)(25)(32)	31,350		27,868		24,461		0.7%
					27,868		24,461		0.7%
Arctic Glacier U.S.A., Inc.	Minnesota / Food Products	Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 11/10/2019)(3)(4)(30)	150,000		150,000		145,015		4.2%
					150,000		145,015		4.2%
Ark-La-Tex Wireline Services, LLC	Louisiana / Oil & Gas Services	Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 4/8/2019)(4)(31)	21,322		21,322		14,781		0.4%
		Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/8/2019)(4)(31)	23,239		23,239		—		—%
					44,561		14,781		0.4%
Armor Holding II LLC	New York / Diversified Financial Services	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 12/26/2020)(4)(27)(30)	7,000		6,901		6,913		0.2%
					6,901		6,913		0.2%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Atlantis Health Care Group (Puerto Rico), Inc.	Puerto Rico / Healthcare	Revolving Line of Credit – $7,000 Commitment (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 8/21/2017)(4)(30)(33)	$	2,350	$	2,350	$	2,350	0.1%
		Senior Term Loan (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor), due 2/21/2018)(3)(4)(30)	38,265		38,265		38,008		1.1%
					40,615		40,358		1.2%
Babson CLO Ltd. 2014-III	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 13.71%)(24)(25)(32)	52,250		44,678		38,113		1.1%
					44,678		38,113		1.1%
Broder Bros., Co.	Pennsylvania / Textiles, Apparel & Luxury Goods	Senior Secured Term Loan A (7.00% (LIBOR + 5.75% with 1.25% LIBOR floor), due 6/03/2021)(3)(4)(31)	121,475		121,475		121,475		3.5%
		Senior Secured Term Loan B (13.50% (LIBOR + 12.25% with 1.25% LIBOR floor), due 6/03/2021)(4)(31)	121,966		121,966		121,966		3.6%
					243,441		243,441		7.1%
Brookside Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.23%)(24)(32)	26,000		20,131		18,490		0.5%
					20,131		18,490		0.5%
Capstone Logistics Acquisition, Inc.	Georgia / Business Services	Second Lien Term Loan (9.25% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)(3)(4)(27)(31)	102,500		101,948		98,169		2.9%
					101,948		98,169		2.9%
Cent CLO 17 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 9.54%)(24)(32)	24,870		19,206		16,208		0.5%
					19,206		16,208		0.5%
Cent CLO 20 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 7.58%)(24)(32)	40,275		33,574		25,023		0.7%
					33,574		25,023		0.7%
Cent CLO 21 Limited	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 7.70%)(24)(25)(32)	48,528		39,614		29,616		0.9%
					39,614		29,616		0.9%
CIFC Funding 2013-III, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.80%)(24)(32)	44,100		32,902		29,752		0.9%
					32,902		29,752		0.9%
CIFC Funding 2013-IV, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 17.45%)(24)(32)	45,500		34,078		33,278		1.0%
					34,078		33,278		1.0%
CIFC Funding 2014-IV Investor, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 15.41%)(24)(25)(32)	41,500		32,303		29,486		0.9%
					32,303		29,486		0.9%
Cinedigm DC Holdings, LLC	New York / Software & Computer Services	Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)(4)(6)(30)	66,543		66,493		66,543		1.9%
					66,493		66,543		1.9%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)			% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Coverall North America, Inc.	Florida / Commercial Services	Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(4)(30)	$	24,500	$	24,500	$	24,500		0.7%
		Senior Secured Term Loan B(12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(4)(30)	25,000		25,000		25,000			0.7%
					49,500		49,500			1.4%
Crosman Corporation	New York / Manufacturing	Senior Secured Term Loan A (9.13% (LIBOR + 8.70% with 0.3% LIBOR floor) plus 4.00% PIK, due 8/5/2020)(3)(4)(6)(31)	53,707		53,707		51,660			1.5%
		Senior Secured Term Loan B (16.13% (LIBOR + 15.70% with 0.3% LIBOR floor) plus 4.00% PIK, due 8/5/2020)(4)(6)(31)	40,920		40,920		38,396			1.1%
					94,627		90,056			2.6%
Easy Gardener Products, Inc.	Texas / Durable Consumer Products	Senior Secured Term Loan (10.63% (LIBOR + 10.00% with 0.25% LIBOR floor), due 09/30/2020)(3)(4)(30)	17,413		17,413		17,413			0.5%
					17,413		17,413			0.5%
Empire Today, LLC	Illinois / Durable Consumer Products	Senior Secured Note (11.375%, due 2/1/2017)(27)	15,700		15,602		15,700			0.5%
					15,602		15,700			0.5%
Fleetwash, Inc.	New Jersey / Business Services	Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/30/2019)(3)(4)(30)	24,446		24,446		24,117			0.7%
		Delayed Draw Term Loan – $15,000 Commitment (expires 4/30/2019)(4)(33)	—		—		(202		)	—%
					24,446		23,915			0.7%
Focus Brands, Inc.	Georgia / Consumer Services	Second Lien Term Loan (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 8/21/2018)(4)(27)(31)	18,000		17,862		18,000			0.5%
					17,862		18,000			0.5%
Galaxy XV CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 18.15%)(24)(32)	39,275		29,195		29,001			0.8%
					29,195		29,001			0.8%
Galaxy XVI CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.96%)(24)(32)	24,575		19,420		18,092			0.5%
					19,420		18,092			0.5%
Galaxy XVII CLO, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 15.67%)(24)(25)(32)	39,905		31,376		29,034			0.8%
					31,376		29,034			0.8%
Global Employment Solutions, Inc.	Colorado / Business Services	Senior Secured Term Loan (10.25% (LIBOR + 9.25% with 1.00% LIBOR floor), due 6/26/2020)(3)(4)(31)	49,379		49,379		48,893			1.4%
					49,379		48,893			1.4%
Halcyon Loan Advisors Funding 2012-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 21.06%)(24)(32)	23,188		18,672		18,969			0.6%
					18,672		18,969			0.6%
Halcyon Loan Advisors Funding 2013-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 23.80%)(24)(32)	40,400		32,563		33,415			1.0%
					32,563		33,415			1.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Halcyon Loan Advisors Funding 2014-1 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 17.25%)(24)(32)	$	24,500	$	18,853	$	17,435	0.5%
					18,853		17,435		0.5%
Halcyon Loan Advisors Funding 2014-2 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 20.67%)(24)(25)(32)	41,164		31,691		31,344		0.9%
					31,691		31,344		0.9%
Halcyon Loan Advisors Funding 2015-3 Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 19.00%)(24)(25)(32)	39,598		40,552		38,102		1.1%
					40,552		38,102		1.1%
HarbourView CLO VII, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.12%)(24)(25)(32)	19,025		14,516		12,179		0.4%
					14,516		12,179		0.4%
Harley Marine Services, Inc.	Washington / Transportation	Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 12/20/2019)(3)(4)(27)(30)	9,000		8,878		8,878		0.3%
					8,878		8,878		0.3%
Hollander Sleep Products, LLC	Florida / Durable Consumer Products	Senior Secured Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 10/21/2020)(3)(4)(30)	22,275		22,275		21,396		0.6%
					22,275		21,396		0.6%
ICV-CAS Holdings, LLC	New York / Transportation	Escrow Receivable	—		—		58		—%
			—		—		58		—%
Instant Web, LLC	Minnesota / Media	Senior Secured Term Loan A (5.50% (LIBOR + 4.50% with 1.00% LIBOR floor), due 3/28/2019)(4)(30)	115,442		115,442		115,442		3.4%
		Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/28/2019)(3)(4)(30)	150,100		150,100		150,100		4.3%
		Senior Secured Term Loan C (12.75% (LIBOR + 11.75% with 1.00% LIBOR floor), due 3/28/2019)(4)(30)	27,000		27,000		27,000		0.8%
		Delayed Draw Term Loan – $16,000 Commitment (expires 5/29/2016)(33)	—		—		—		—%
					292,542		292,542		8.5%
InterDent, Inc.	California / Healthcare	Senior Secured Term Loan A (6.25% (LIBOR + 5.50% with 0.75% LIBOR floor), due 8/3/2017)(4)(31)	79,759		79,759		79,759		2.3%
		Senior Secured Term Loan B (11.25% (LIBOR + 10.50% with 0.75% LIBOR floor), due 8/3/2017)(3)(4)(31)	131,125		131,125		129,979		3.8%
					210,884		209,738		6.1%
JAC Holding Corporation	Michigan / Transportation	Senior Secured Note (11.50%, due 10/1/2019)(27)	2,868		2,868		2,777		0.1%
					2,868		2,777		0.1%
Jefferson Mill CLO Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 10.40%)(24)(25)(32)	19,500		16,925		12,241		0.4%
					16,925		12,241		0.4%
JHH Holdings, Inc.	Texas / Healthcare	Second Lien Term Loan (11.25% (LIBOR + 10.00% with 1.25% LIBOR floor) plus 0.50% PIK, due 3/30/2019)(3)(4)(6)(30)	35,432		35,432		35,432		1.0%
					35,432		35,432		1.0%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

LaserShip, Inc.	Virginia / Transportation	Senior Secured Term Loan A (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor) plus 2.00% PIK, due 3/18/2019)(4)(6)(31)	$	34,629	$	34,629	$	29,495	0.9%
		Senior Secured Term Loan B (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor) plus 2.00% PIK, due 3/18/2019)(3)(4)(6)(31)	21,245		21,245		18,095		0.5%
					55,874		47,590		1.4%
LCM XIV Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 17.71%)(24)(32)	30,500		23,256		22,225		0.6%
					23,256		22,225		0.6%
Madison Park Funding IX, Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 20.38%)(24)(32)	31,110		22,617		23,670		0.7%
					22,617		23,670		0.7%
Matrixx Initiatives, Inc.	New Jersey / Pharmaceuticals	Senior Secured Term Loan A (7.50% (LIBOR + 6.00% with 1.50% LIBOR floor), due 8/9/2018)(3)(4)(30)	32,327		32,327		32,260		0.9%
		Senior Secured Term Loan B (12.50% (LIBOR + 11.00% with 1.50% LIBOR floor), due 8/9/2018)(3)(4)(30)	40,562		40,562		40,562		1.2%
					72,889		72,822		2.1%
Maverick Healthcare Equity, LLC	Arizona / Healthcare	Preferred Units (1,250,000 units)	—		1,252		2,037		0.1%
		Class A Common Units (1,250,000 units)	—		—		895		—%
					1,252		2,932		0.1%
Mineral Fusions Natural Brands	Colorado / Personal & Nondurable Consumer Products	Membership Interest (1.43%)(40)	—		—		266		—%
					—		266		—%
Mountain View CLO 2013-I Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.24%)(24)(32)	43,650		34,466		31,761		0.9%
					34,466		31,761		0.9%
Mountain View CLO IX Ltd.	Cayman Islands / Structured Finance	Subordinated Notes (Residual Interest, current yield 16.81%)(24)(25)(32)	47,830		43,830		39,129		1.1%
					43,830		39,129		1.1%
Nathan's Famous, Inc.	New York / Food Products	Senior Secured Notes (10.00%, due 3/15/2020)(27)	3,000		3,000		3,000		0.1%
					3,000		3,000		0.1%
NCP Finance Limited Partnership(37)	Ohio / Consumer Finance	Subordinated Secured Term Loan (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)(3)(4)(27)(31)(32)	16,169		15,977		16,125		0.5%
					15,977		16,125		0.5%
Nixon, Inc.	California / Durable Consumer Products	Senior Secured Term Loan (9.50% plus 3.00% PIK, due 4/16/2018)(3)(6)(27)	14,192		14,061		13,133		0.4%
					14,061		13,133		0.4%
Octagon Investment Partners XV, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 17.20%)(24)(32)	32,921		26,520		23,862		0.7%
					26,520		23,862		0.7%
Octagon Investment Partners XVIII, Ltd.	Cayman Islands / Structured Finance	Income Notes (Residual Interest, current yield 20.20%)(24)(25)(32)	28,200		20,456		19,547		0.6%
					20,456		19,547		0.6%

See notes to consolidated financial statements.

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)

(in thousands, except share data)



			March 31, 2016 (Unaudited)
Portfolio Company	Locale / Industry	Investments(1)	Principal Value		Cost		Fair Value(2)		% of Net Assets

LEVEL 3 PORTFOLIO INVESTMENTS

Non-Control/Non-Affiliate Investments (less than 5.00% voting control)

Onyx Payments(43)	Texas / Diversified Financial Services	Revolving Line of Credit – $5,000 Commitment (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 9/10/2016)(4)(30)(33)	$	1,000	$	1,000	$	1,000	—%
		Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 9/10/2019)(3)(4)(30)	49,884		49,884		49,884		1.5%
		Senior Secured Term Loan B (13.50% (LIBOR + 12.50% with 1.00% LIBOR floor), due 9/10/2019)(3)(4)(30)	59,389		59,389		59,337		1.7%
					110,273		110,221		3.2%
Pacific World Corporation	California / Personal & Nondurable Consumer Products	Revolving Line of Credit – $15,000 Commitment (8.00% (LIBOR + 7.00% with 1.00% LIBOR floor), due 9/26/2020)(4)(31)(33)	2,500		2,500		2,500		0.1%
		Senior Secured Term Loan A (6.00% (LIBOR + 5.00% with 1.00% LIBOR floor), due 9/26/2020)(4)(31)	98,250		98,250		90,349		2.6%
		Senior Secured Term Loan B (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/26/2020)(3)(4)(31)	98,250		98,250		72,714		2.1%
					199,000		165,563		4.8%
Pelican Products, Inc.	California / Durable Consumer Products	Second Lien Term Loan (9.25% (LIBOR + 8.25% with 1.00% LIBOR floor), due 4/9/2021)(4)(27)(30)	17,500		17,486		16,319		0.5%
					17,486		16,319		0.5%
PeopleConnect Intermediate, LLC (f/k/a Intelius, Inc.)	Washington / Software & Computer Services	Revolving Line of Credit – $1,500 Commitment (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 7/1/2016)(4)(30)(33)	—		—		—		—%
		Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 7/1/2020)(3)(4)(30)	21,142

PROSPECT CAPITAL CORP - FORM 10-Q - May 10, 2016

Attached files