PROSPECT CAPITAL CORP - FORM 10-Q - February 10, 2020

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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 December 31, 2019
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbols
Name of each exchange on which registered
Common Stock, $0.001 par value
PSEC
NASDAQ Global Select Market
6.25% Notes due 2024, par value $25
PBB
New York Stock Exchange
6.25% Notes due 2028, par value $25
PBY
New York Stock Exchange
6.875% Notes due 2029, par value $25
PBC
New York Stock Exchange
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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company o
 
 
Emerging growth company o
 (Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý
As of February 7, 2020, there were 367,658,352 shares of the registrant’s common stock, $0.001 par value per share, outstanding.


Table of Contents
 
 
Page
 
PART I
FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
PART II
OTHER INFORMATION
 
 
 



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, 2019, and those described from time to time in our future reports filed with the Securities and Exchange Commission.

The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•
our future operating results;
•
our business prospects and the prospects of our portfolio companies;
•
the impact of investments that we expect to make;
•
our contractual arrangements and relationships with third parties;
•
the dependence of our future success on the general economy and its impact on the industries in which we invest;
•
the ability of our portfolio companies to achieve their objectives;
•
difficulty in obtaining financing or raising capital, especially in the current credit and equity environment;
•
the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;
•
adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation or otherwise;
•
a compression of the yield on our investments and the cost of our liabilities, as well as the level of leverage available to us;
•
our regulatory structure and tax treatment, including our ability to operate as a business development company and a regulated investment company;
•
the adequacy of our cash resources and working capital;
•
the timing of cash flows, if any, from the operations of our portfolio companies;
•
the ability of the Investment Adviser to locate suitable investments for us and to monitor and administer our investments; and
•
authoritative generally accepted accounting principles or policy changes from such standard-setting bodies as the Financial Accounting Standards Board, the Securities and Exchange Commission, Internal Revenue Service, the NASDAQ Global Select Market, and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business.


3

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)
 
December 31, 2019
 
June 30, 2019
 
 
 
(Unaudited)
 
(Audited)
Assets
 
 
 

Investments at fair value:
 

 
 

Control investments (amortized cost of $2,397,025 and $2,385,806, respectively)
$
2,412,260

 
$
2,475,924

Affiliate investments (amortized cost of $158,295 and $177,616, respectively)
87,623

 
76,682

Non-control/non-affiliate investments (amortized cost of $3,118,324 and $3,368,880, respectively)
2,768,662

 
3,100,947

Total investments at fair value (amortized cost of $5,673,644 and $5,932,302, respectively)
5,268,545

 
5,653,553

Cash
137,867

 
107,098

Receivables for:
 
 
 
Interest, net
11,872

 
26,504

Other
159

 
3,326

Deferred financing costs on Revolving Credit Facility (Note 4)
10,232

 
8,529

Due from broker
3,140

 
—

Prepaid expenses
478

 
1,053

Total Assets 
5,432,293

 
5,800,063

Liabilities 
 

 
 

Revolving Credit Facility (Notes 4 and 8)
92,000

 
167,000

Public Notes (less unamortized discount and debt issuance costs of $12,796 and $13,826,
  respectively) (Notes 6 and 8)
781,578

 
780,548

Convertible Notes (less unamortized debt issuance costs of $11,310 and $13,867, respectively) (Notes 5 and 8)
657,104

 
739,997

Prospect Capital InterNotes® (less unamortized debt issuance costs of $12,457 and $12,349,
respectively) (Notes 7 and 8)
609,952

 
695,350

Due to Prospect Capital Management (Note 13)
44,515

 
46,525

Interest payable
30,837

 
34,104

Dividends payable
22,055

 
22,028

Accrued expenses
6,213

 
5,414

Due to Prospect Administration (Note 13)
2,929

 
1,885

Other liabilities
1,245

 
937

Total Liabilities 
2,248,428

 
2,493,788

Commitments and Contingencies (Note 3)


 
 
Net Assets 
$
3,183,865

 
$
3,306,275

 
 
 
 
Components of Net Assets 
 

 
 

Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 367,584,244 and 367,131,025 issued and outstanding, respectively) (Note 9)
$
367

 
$
367

Paid-in capital in excess of par (Note 9)
4,042,785

 
4,039,872

Total distributable earnings (loss)
(859,287
)
 
(733,964
)
Net Assets 
$
3,183,865

 
$
3,306,275

Net Asset Value Per Share (Note 16) 
$
8.66

 
$
9.01


See notes to consolidated financial statements.
4

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(Unaudited)

 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
2019
 
2018
 
2019
 
2018
Investment Income
 
 
 
 
 
 
 
Interest income:
 
 
 
 
 
 
 
Control investments
$
49,602

 
$
53,674

 
$
100,468

 
$
110,128

Affiliate investments
2,463

 
174

 
2,702

 
401

Non-control/non-affiliate investments
59,152

 
68,679

 
121,102

 
137,288

Structured credit securities
29,442

 
35,467

 
62,343

 
69,619

Total interest income
140,659

 
157,994

 
286,615

 
317,436

Dividend income:
 
 
 
 
 
 
 
Control investments
3,268

 
13,000

 
7,068

 
27,665

Non-control/non-affiliate investments
241

 
266

 
695

 
528

Total dividend income
3,509

 
13,266

 
7,763

 
28,193

Other income:
 
 
 
 
 
 
 
Control investments
13,189

 
15,741

 
24,572

 
18,532

Non-control/non-affiliate investments
4,560

 
882

 
4,850

 
4,144

Total other income (Note 10)
17,749

 
16,623

 
29,422

 
22,676

Total Investment Income
161,917

 
187,883

 
323,800

 
368,305

Operating Expenses
 
 
 
 
 
 
 
Base management fee (Note 13)
27,543

 
33,187

 
56,006

 
63,144

Income incentive fee (Note 13)
16,971

 
20,203

 
34,736

 
41,493

Interest and credit facility expenses
37,059

 
40,656

 
75,957

 
78,564

Allocation of overhead from Prospect Administration (Note 13)
6,011

 
5,642

 
9,505

 
9,007

Audit, compliance and tax related fees
1,933

 
2,389

 
2,308

 
2,782

Directors’ fees
113

 
150

 
226

 
229

Other general and administrative expenses
4,402

 
4,845

 
6,117

 
7,116

Total Operating Expenses
94,032

 
107,072

 
184,855

 
202,335

Net Investment Income
67,885

 
80,811

 
138,945

 
165,970

Net Realized and Net Change in Unrealized Gains (Losses) from Investments
 
 
 
 
 
 
 
Net realized gains (losses)
 
 
 
 
 
 
 
Control investments
—

 
2,801

 
—

 
2,802

Non-control/non-affiliate investments
1,909

 
192

 
(289
)
 
1,232

Net realized gains (losses)
1,909

 
2,993

 
(289
)
 
4,034

Net change in unrealized (losses) gains
 
 
 
 
 
 
 
Control investments
(35,863
)
 
(85,733
)
 
(74,884
)
 
(33,815
)
Affiliate investments
12,242

 
(5,894
)
 
30,262

 
(19,649
)
Non-control/non-affiliate investments
(54,271
)
 
(59,069
)
 
(81,729
)
 
(96,183
)
Net change in unrealized (losses) gains
(77,892
)
 
(150,696
)
 
(126,351
)
 
(149,647
)
Net Realized and Net Change in Unrealized (Losses) Gains from Investments
(75,983
)
 
(147,703
)
 
(126,640
)
 
(145,613
)
Net realized losses on extinguishment of debt
(3,105
)
 
(497
)
 
(5,443
)
 
(3,951
)
Net (Decrease) Increase in Net Assets Resulting from Operations
$
(11,203
)
 
$
(67,389
)
 
$
6,862

 
$
16,406

Net (decrease) increase in net assets resulting from operations per share
$
(0.03
)
 
$
(0.18
)
 
$
0.02

 
$
0.04

Dividends declared per share
$
(0.18
)
 
$
(0.18
)
 
$
(0.36
)
 
$
(0.36
)

See notes to consolidated financial statements.
5

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share data)
(Unaudited)

 
 
Common Stock
 
 
 
 
Six Months Ended December 31, 2018
 
Shares
 
Par
 
Paid-in capital in excess of par
 
Distributable earnings (loss)(1)
 
Total Net Assets
Balance as of June 30, 2018
 
364,409,938


$
364


$
4,021,541


$
(614,858
)

$
3,407,047

Net Decrease in Net Assets resulting from Operations:
 














Net investment income
 








165,970


165,970

Net realized gains
 








83


83

Net change in unrealized losses
 








(149,647
)

(149,647
)
Distributions to Shareholders
 












—

Distributions from earnings
 








(131,531
)

(131,531
)
Shares issued through reinvestment of dividends
 
1,646,028


2


11,251





11,253

Tax reclassifications of net assets (Note 12)
 






(31
)

31


—

Total increase (decrease) for the six months ended December 31, 2018
 
1,646,028


2


11,220


(115,094
)

(103,872
)
Balance as of December 31, 2018
 
366,055,966


$
366


$
4,032,761


$
(729,952
)

$
3,303,175


 
 
Common Stock
 
 
 
 
Six Months Ended December 31, 2019
 
Shares
 
Par
 
Paid-in capital in excess of par
 
Distributable earnings (loss)
 
Total Net Assets
Balance as of June 30, 2019

367,131,025


$
367


$
4,039,872


$
(733,964
)

$
3,306,275

Net Decrease in Net Assets resulting from Operations:















Net investment income









138,945


138,945

Net realized losses









(5,732
)

(5,732
)
Net change in unrealized losses









(126,351
)

(126,351
)
Distributions to Shareholders













—

Distributions from earnings









(132,263
)

(132,263
)
Shares issued through reinvestment of dividends

453,219


—


2,991





2,991

Tax reclassifications of net assets (Note 12)







(78
)

78


—

Total increase (decrease) for the six months ended December 31, 2019

453,219


—


2,913


(125,323
)

(122,410
)
Balance as of December 31, 2019

367,584,244


$
367


$
4,042,785


$
(859,287
)

$
3,183,865


(1) See Note 2. Significant Accounting Policies and Recent Accounting Updates.


See notes to consolidated financial statements.
6

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
(in thousands, except share data)
(Unaudited)


 
 
Common Stock
 
 
 
 
Three Months Ended December 31, 2018
 
Shares
 
Par
 
Paid-in capital in excess of par
 
Distributable earnings (loss)(1)
 
Total Net Assets
Balance as of September 30, 2018
 
365,225,139

 
$
365

 
$
4,027,305

 
$
(596,726
)
 
$
3,430,944

Net Decrease in Net Assets resulting from Operations:
 
 
 
 
 
 
 
 
 
 
Net investment income
 
 
 
 
 
 
 
80,811

 
80,811

Net realized gains
 
 
 
 
 
 
 
2,496

 
2,496

Net change in unrealized losses
 
 
 
 
 
 
 
(150,696
)
 
(150,696
)
Distributions to Shareholders
 
 
 
 
 
 
 
 
 
—

Distributions from earnings
 
 
 
 
 
 
 
(65,837
)
 
(65,837
)
Shares issued through reinvestment of dividends
 
830,827

 
1

 
5,456

 
 
 
5,457

Total increase (decrease) for the three months ended December 31, 2018
 
830,827

 
1

 
5,456

 
(133,226
)
 
(127,769
)
Balance as of December 31, 2018
 
366,055,966

 
$
366

 
$
4,032,761

 
$
(729,952
)
 
$
3,303,175


 
 
Common Stock
 
 
 
 
Three Months Ended December 31, 2019
 
Shares
 
Par
 
Paid-in capital in excess of par
 
Distributable earnings (loss)
 
Total Net Assets
Balance as of September 30, 2019
 
367,363,872

 
$
367

 
$
4,041,338

 
$
(781,932
)
 
$
3,259,773

Net Decrease in Net Assets resulting from Operations:
 
 
 
 
 
 
 
 
 
 
Net investment income
 
 
 
 
 
 
 
67,885

 
67,885

Net realized losses
 
 
 
 
 
 
 
(1,196
)
 
(1,196
)
Net change in unrealized losses
 
 
 
 
 
 
 
(77,892
)
 
(77,892
)
Distributions to Shareholders
 
 
 
 
 
 
 
 
 
—

Distributions from earnings
 
 
 
 
 
 
 
(66,152
)
 
(66,152
)
Shares issued through reinvestment of dividends
 
220,372

 
—

 
1,447

 
 
 
1,447

Total increase (decrease) for the three months ended December 31, 2019
 
220,372

 
—

 
1,447

 
(77,355
)
 
(75,908
)
Balance as of December 31, 2019
 
367,584,244

 
$
367

 
$
4,042,785

 
$
(859,287
)
 
$
3,183,865



See notes to consolidated financial statements.
7

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share data)
(Unaudited)

 
Six Months Ended December 31,
 
2019
 
2018
Operating Activities
 
 
 
Net increase in net assets resulting from operations
$
6,862

 
$
16,406

Net realized losses on extinguishment of debt
5,443

 
3,951

Net realized losses (gains) on investments
289

 
(4,034
)
Net change in net unrealized losses (gains) on investments
126,351

 
149,647

Amortization of discounts (accretion of premiums), net
2,858

 
(120
)
Accretion of discount on Public Notes (Note 6)
515

 
235

Amortization of deferred financing costs
4,110

 
6,343

Payment-in-kind interest
(21,175
)
 
(19,306
)
Structuring fees
(5,177
)
 
(3,434
)
Change in operating assets and liabilities:
 
 
 
Payments for purchases of investments
(344,587
)
 
(458,154
)
Proceeds from sale of investments and collection of investment principal
626,450

 
220,110

Decrease in due to broker
—

 
(6,159
)
(Decrease) increase in due to Prospect Capital Management
(2,010
)
 
2,256

Decrease in interest receivable, net
14,632

 
12,120

Decrease in interest payable
(3,267
)
 
(766
)
Increase in accrued expenses
799

 
79

(Increase) decrease in due from broker
(3,140
)
 
2,449

Increase (Decrease) in other liabilities
308

 
(144
)
Decrease in other receivables
3,167

 
1,630

Decrease in prepaid expenses
575

 
416

Increase (decrease) in due to Prospect Administration
1,044

 
(427
)
Net Cash Provided by (Used in) Operating Activities
414,047

 
(76,902
)
Financing Activities
 
 
 
Borrowings under Revolving Credit Facility (Note 4)
398,000

 
746,791

Principal payments under Revolving Credit Facility (Note 4)
(473,000
)
 
(486,791
)
Issuances of Public Notes, net of original issue discount (Note 6)
—

 
182,427

Redemptions of Public Notes (Note 6)
—

 
(153,536
)
Redemptions of Convertible Notes, net (Note 5)
(87,244
)
 
(13,433
)
Issuances of Prospect Capital InterNotes® (Note 7)
158,078

 
69,586

Redemptions of Prospect Capital InterNotes®, net (Note 7)
(243,368
)
 
(104,851
)
Financing costs paid and deferred
(6,497
)
 
(17,201
)
Dividends paid
(129,247
)
 
(120,180
)
Net Cash (Used in) Provided by Financing Activities
(383,278
)
 
102,812

Net Increase in Cash
30,769

 
25,910

Cash at beginning of period
107,098

 
83,758

Cash at End of Period
$
137,867

 
$
109,668

Supplemental Disclosures
 
 
 
Cash paid for interest
$
74,599

 
$
72,752

Purchases of investments settled net of proceeds from sale of investments
$
50,237

 
$
—

Non-Cash Financing Activities
 
 
 
Value of shares issued through reinvestment of dividends
$
2,991

 
$
11,253

Cost basis of investments written off as worthless
$
2,420

 
$
—


See notes to consolidated financial statements.
8

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2019 (Unaudited)
(in thousands, except share data)






December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets
 
 
 
 
 
 
 
 
Control Investments (greater than 25.00% voting control)(49)
 
 
 
 
 
 
 
 
 
 
 
 
 
CP Energy Services Inc.(20)
Energy Equipment & Services
Senior Secured Term Loan (12.95% (LIBOR + 11.00% with 1.00% LIBOR floor), due 12/29/2022)(11)
10/1/2017
$
35,048

$
35,048

$
35,048

1.1%
Senior Secured Term Loan A to Spartan Energy Services, Inc. (9.80% (LIBOR + 8.00% with 1.00% LIBOR floor), due 12/31/2022)(13)
10/20/2014
13,156

13,156

13,156

0.4%
Senior Secured Term Loan B to Spartan Energy Services, Inc. (15.80% PIK (LIBOR + 14.00% with 1.00% LIBOR floor), due 12/31/2022)(13)(46)
10/20/2014
23,361

23,361

20,801

0.7%
Series B Convertible Preferred Stock (16.00%, 790 shares)(16)
10/30/2015


63,225

32,716

1.0%
Common Stock (102,924 shares)(16)
8/2/2013


86,241

—

—%






221,031

101,721

3.2%
Credit Central Loan Company, LLC(21)
Consumer Finance
Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2024)(14)(46)
12/28/2012
56,862

53,696

56,862

1.8%
Class A Units (14,867,312 units)(14)(16)
12/28/2012


19,331

20,020

0.6%
Net Revenues Interest (25% of Net Revenues)(14)(16)
1/28/2015


—

—

—%






73,027

76,882

2.4%
Echelon Transportation, LLC
Aerospace & Defense
Senior Secured Term Loan (11.99% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(13)(46)
3/31/2014
39,917

39,917

39,917

1.3%
Senior Secured Term Loan (11.24% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.00% PIK, due 12/7/2024)(13)(46)
12/9/2016
19,198

19,198

19,198

0.6%
Membership Interest (100%)(16)
3/31/2014


22,738

31,950

1.0%






81,853

91,065

2.9%
First Tower Finance Company LLC(23)
Consumer Finance
Subordinated Term Loan to First Tower, LLC (10.00% plus 10.50% PIK, due 6/24/2024)(14)(46)
6/24/2014
277,987

277,987

277,987

8.7%
Class A Units (95,709,910 units)(14)(16)
6/14/2012


81,146

224,798

7.1%






359,133

502,785

15.8%
Freedom Marine Solutions, LLC(24)
Energy Equipment & Services
Membership Interest (100%)(16)
11/9/2006


43,892

14,920

0.5%






43,892

14,920

0.5%
InterDent, Inc.(29)
Health Care Providers & Services
Senior Secured Term Loan A/B (6.85% (LIBOR + 5.05% with 0.75% LIBOR floor), due 9/5/2020)(13)
8/1/2018
14,000

14,000

14,000

0.4%
Senior Secured Term Loan A (7.30% (LIBOR + 5.50% with 0.75% LIBOR floor), due 9/5/2020)(13)
8/3/2012
77,994

77,994

77,994

2.5%
Senior Secured Term Loan B (10.00% PIK, due 9/5/2020)(46)
8/3/2012
122,188

122,188

104,977

3.3%
Senior Secured Term Loan C (18.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)
3/22/2018
44,763

35,766

—

—%
Senior Secured Term Loan D (1.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)
9/19/2018
5,065

5,001

—

—%
Common Stock (99,900 shares)(16)
5/3/2019


1

—

—%






254,950

196,971

6.2%

See notes to consolidated financial statements.
9

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2019 (Unaudited)
(in thousands, except share data)





December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets
 
 
 
 
 
 
 
 
Control Investments (greater than 25.00% voting control)(49)
 
 
 
 
 
 
 
 
 
 
 
 
 
Kickapoo Ranch Pet Resort
Diversified Consumer Services
Membership Interest (100%)(16)
8/26/2019


$
2,378

$
4,361

0.1%






2,378

4,361

0.1%
MITY, Inc.(25)
Commercial Services & Supplies
Senior Secured Note A (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor), due 6/30/2020)(3)(11)
9/19/2013
$
26,250

26,250

26,250

0.8%
Senior Secured Note B (10.00% (LIBOR + 7.00% with 3.00% LIBOR floor) plus 10.00% PIK, due 6/30/2020)(3)(11)(46)
9/19/2013
31,386

31,386

29,936

1.0%
Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due 1/1/2028)(14)
9/19/2013
5,683

6,627

—

—%
Common Stock (42,053 shares)(16)
9/19/2013


6,849

—

—%






71,112

56,186

1.8%
National Property REIT Corp.(26)
Equity Real Estate Investment Trusts (REITs) / Online Lending / Structured Finance
Senior Secured Term Loan A (6.50% (LIBOR + 3.50% with 3.00% LIBOR floor) plus 5.00% PIK, due 12/31/2023)(11)(46)
12/31/2018
433,553

433,553

433,553

13.6%
Senior Secured Term Loan B (5.00% (LIBOR + 2.00% with 3.00% LIBOR floor) plus 5.50% PIK, due 12/31/2023)(11)(46)
12/31/2018
79,000

79,000

79,000

2.5%
Senior Secured Term Loan C (15.00% (LIBOR + 12.00% with 3.00% LIBOR floor) plus 2.25% PIK, due 12/31/2023)(11)(46)
10/31/2019
51,428

51,428

51,428

1.6%
Residual Profit Interest(37)
12/31/2018


—

37,562

1.2%
Common Stock (3,203,927 shares)(52)
12/31/2013


176,693

425,345

13.4%






740,674

1,026,888

32.3%
Nationwide Loan Company LLC(27)
Consumer Finance
Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2020)(14)(46)
6/18/2014
19,420

19,420

19,420

0.6%
Class A Units (32,456,159 units)(14)
1/31/2013


21,962

16,807

0.5%






41,382

36,227

1.1%
NMMB, Inc.(28)
Media
Senior Secured Note (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 12/30/2024)(11)
12/30/2019
15,100

15,100

15,100

0.5%
Common Stock (21,419 shares)(16)
12/30/2019
—

12,869

22,818

0.7%






27,969

37,918

1.2%
Pacific World Corporation(40)
Personal Products
Revolving Line of Credit – $26,000 Commitment (9.06% (LIBOR + 7.25% with 1.00% LIBOR floor), in non-accrual status effective 10/1/2019, due 9/26/2020)(13)(15)
9/26/2014
20,825

20,825

20,825

0.7%
Senior Secured Term Loan A (7.06% PIK (LIBOR + 5.25% with 1.00% LIBOR floor), in non-accrual status effective 10/24/2018, due 9/26/2020)(13)
12/31/2014
105,045

96,000

41,785

1.3%
Senior Secured Term Loan B (11.06% PIK (LIBOR + 9.25% with 1.00% LIBOR floor), in non-accrual status effective 5/21/2018, due 9/26/2020)(13)
12/31/2014
116,671

96,500

—

—%
Convertible Preferred Equity (227,330shares)(16)
6/15/2018


34,100

—

—%
Common Stock (6,778,414 shares)(16)
9/29/2017


—

—

—%






247,425

62,610

2.0%
R-V Industries, Inc.
Machinery
Senior Subordinated Note (10.95% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)(3)(11)
6/12/2013
28,622

28,622

28,622

0.9%
Common Stock (745,107 shares)(16)
6/26/2007


6,866

7,881

0.2%






35,488

36,503

1.1%

See notes to consolidated financial statements.
10

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2019 (Unaudited)
(in thousands, except share data)





December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets
 
 
 
 
 
 
 
 
Control Investments (greater than 25.00% voting control)(49)
 
 
 
 
 
 
 
 
 
 
 
 
 
Universal Turbine Parts, LLC(34)
Trading Companies & Distributors
Delayed Draw Term Loan – $5,000 Commitment (10.25% (LIBOR + 7.75% with 2.50% LIBOR floor), due 7/22/2021)(13)(15)
2/28/2019
$
998

$
998

$
998

—%
Senior Secured Term Loan A (7.70% (LIBOR + 5.75% with 1.00% LIBOR floor), due 7/22/2021)(11)
7/22/2016
30,388

30,388

27,624

0.9%
Senior Secured Term Loan B (13.70% PIK (LIBOR + 11.75% with 1.00% LIBOR floor), in non-accrual status effective 7/1/2018, due 7/22/2021)(11)
7/22/2016
40,163

32,500

—

—%
Common Stock (10,000 units)(16)
12/10/2018


—

—

—%






63,886

28,622

0.9%
USES Corp.(30)
Commercial Services & Supplies
Senior Secured Term Loan A (9.00% PIK, in non-accrual status effective 4/1/2016, due 7/29/2022)
3/31/2014
42,013

30,651

16,101

0.5%
Senior Secured Term Loan B (15.50% PIK, in non-accrual status effective 4/1/2016, due 7/29/2022)
3/31/2014
61,318

35,568

—

—%
Common Stock (268,962 shares)(16)
6/15/2016


—

—

—%






66,219

16,101

0.5%
Valley Electric Company, Inc.(31)
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 12/31/2024)(3)(11)(46)
12/31/2012
10,430

10,430

10,430

0.3%
Senior Secured Note (8.00% plus 10.00% PIK, due 6/23/2024)(46)
6/24/2014
33,301

33,301

33,301

1.0%
Consolidated Revenue Interest (2.0%)(38)
6/22/2018


—

2,746

0.1%
Common Stock (50,000 shares)
12/31/2012


22,875

76,023

2.4%






66,606

122,500

3.8%
Total Control Investments
 
$
2,397,025

$
2,412,260

75.8%

 
 
 
 
December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets
 
 
 
 
 
 
 
 
Affiliate Investments (5.00% to 24.99% voting control)(48)
 
 
 
 
 
 
 
 
 
 
 
 
 
Edmentum Ultimate Holdings, LLC(22)
Diversified Consumer Services
Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00% PIK, due 12/9/2021)(15)(46)
6/9/2015
$
8,033

$
8,033

$
8,033

0.2%
Unsecured Senior PIK Note (8.50% PIK, due 12/9/2021)(46)
6/9/2015
8,548

8,548

8,548

0.3%
Unsecured Junior PIK Note (10.00% PIK, due 12/9/2021)(46)
6/9/2015
40,952

25,303

40,338

1.3%
Class A Units (370,964 units)(16)
6/9/2015
—

6,577

8,123

0.3%
 
 
 
 
 
48,461

65,042

2.1%
Nixon, Inc.(39)
Textiles, Apparel & Luxury Goods
Common Stock (857 units)(16)
5/12/2017
—

—

—

—%
 
 
 
 
 
—

—

—%
Targus Cayman HoldCo Limited(33)
Textiles, Apparel & Luxury Goods
Common Stock (7,383,395 shares)
2/12/2016
—

2,805

16,224

0.5%
 
 
 
 
 
2,805

16,224

0.5%
United Sporting Companies, Inc.(18)
Distributors
Second Lien Term Loan (12.80% (LIBOR + 11.00% with 1.75% LIBOR floor) plus 2.00% PIK, in non-accrual status effective 4/1/2017, due 11/16/2019)(13)
9/28/2012
147,991

107,029

6,357

0.2%
Common Stock (218,941 shares)(16)
5/2/2017
—

—

—

—%
 
 
 
 
 
107,029

6,357

0.2%
Total Affiliate Investments
 
$
158,295

$
87,623

2.8%

See notes to consolidated financial statements.
11

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2019 (Unaudited)
(in thousands, except share data)





December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets
 
 
 
 
 
 
 
 
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
 
 
 
 
 
 
 
 
 
 
 
 
 
8th Avenue Food & Provisions, Inc.
Food Products
Second Lien Term Loan (9.49% (LIBOR + 7.75%), due 10/1/2026)(3)(8)(13)
10/10/2018
$
25,000

$
24,841

$
24,841

0.8%





24,841

24,841

0.8%
ACE Cash Express, Inc.
Consumer Finance
Senior Secured Note (12.00%, due 12/15/2022)(8)(10)(14)
12/15/2017
30,000

28,563

25,491

0.8%





28,563

25,491

0.8%
Ahead Data Blue, LLC
IT Services
Second Lien Term Loan (10.30% (LIBOR + 8.50% with 1.50% LIBOR floor), due 11/8/2025)(13)
12/13/2019
70,000

70,000

70,000

2.2%





70,000

70,000

2.2%
AmeriLife Group, LLC
Insurance
Second Lien Term Loan (10.80% (LIBOR + 9.00%), due 6/11/2027)(3)(8)(13)
6/24/2019
10,000

10,000

10,000

0.3%





10,000

10,000

0.3%
Apidos CLO XI
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 10.94%, due 10/17/2030)(5)(14)
1/17/2013
40,500

33,349

27,462

0.9%





33,349

27,462

0.9%
Apidos CLO XII
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 15.64%, due 4/15/2031)(5)(14)
4/18/2013
52,203

37,154

30,457

1.0%





37,154

30,457

1.0%
Apidos CLO XV
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 15.00%, due 4/21/2031)(5)(14)
10/16/2013
48,515

38,601

29,519

0.9%





38,601

29,519

0.9%
Apidos CLO XXII
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 7.32%, due 10/20/2027)(5)(14)
10/14/2015
31,350

28,147

23,446

0.7%





28,147

23,446

0.7%
Ark-La-Tex Wireline Services, LLC
Energy Equipment & Services
Escrow Receivable
4/8/2014


—

—

—%





—

—

—%
Atlantis Health Care Group (Puerto Rico), Inc.
Health Care Providers & Services
Revolving Line of Credit – $6,000 Commitment (10.75% (LIBOR + 8.75% with 2.00% LIBOR floor), due 2/21/2020)(11)(15)
2/21/2013
2,000

2,000

2,000

0.1%
Senior Secured Term Loan (10.75% (LIBOR + 8.75% with 2.00% LIBOR floor), due 2/21/2020)(3)(11)
2/21/2013
73,919

73,919

73,919

2.3%





75,919

75,919

2.4%
Barings CLO 2018-III
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 9.42%, due 7/20/2029)(5)(14)
11/18/2014
83,098

49,380

34,711

1.1%





49,380

34,711

1.1%
Broder Bros., Co.
Textiles, Apparel & Luxury Goods
Senior Secured Note (10.47% (LIBOR + 8.50% with 1.25% LIBOR floor), due 12/02/2022)(3)(11)
12/4/2017
172,844

172,844

172,844

5.4%





172,844

172,844

5.4%
Brookside Mill CLO Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 5.43%, due 1/17/2028)(5)(14)
5/23/2013
36,300

18,044

12,763

0.4%





18,044

12,763

0.4%
California Street CLO IX Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 10.64%, due 7/16/2032)(5)(14)
5/8/2012
58,915

41,473

31,743

1.0%





41,473

31,743

1.0%
Candle-Lite Company, LLC
Household Products
Senior Secured Term Loan A (7.42% (LIBOR + 5.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)
1/23/2018
12,063

12,063

12,061

0.4%
Senior Secured Term Loan B (11.42% (LIBOR + 9.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)
1/23/2018
12,500

12,500

12,500

0.4%






24,563

24,561

0.8%

See notes to consolidated financial statements.
12

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2019 (Unaudited)
(in thousands, except share data)





December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets
 
 
 
 
 
 
 
 
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
 
 
 
 
 
 
 
 
 
 
 
 
 
Capstone Logistics Acquisition, Inc.
Commercial Services & Supplies
Second Lien Term Loan (10.05% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)(3)(8)(13)
10/7/2014
$
98,982

$
98,748

$
98,982

3.1%





98,748

98,982

3.1%
Carlyle C17 CLO Limited
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 20.27%, due 4/30/2031)(5)(14)
2/21/2013
24,870

15,023

12,792

0.4%





15,023

12,792

0.4%
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 21.30%, due 7/15/2030)(5)(14)
4/12/2017
25,534

17,750

17,577

0.5%






17,750

17,577

0.5%
Carlyle Global Market Strategies CLO 2016-3, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 11.59%, due 10/20/2029)(5)(14)
9/13/2016
32,200

34,555

26,208

0.8%






34,555

26,208

0.8%
CCPI Inc.(19)
Electronic Equipment, Instruments & Components
Escrow Receivable
2/28/2019


—

2,307

0.1%






—

2,307

0.1%
CCS-CMGC Holdings, Inc.
Health Care Providers & Services
First Lien Term Loan (7.30% (LIBOR + 5.50%), due 10/1/2025)(3)(8)(13)
5/23/2019
6,033

5,945

5,945

0.2%
First Lien Term Loan (7.43% (LIBOR + 5.50%), due 10/1/2025)(3)(8)(11)
5/23/2019
3,639

3,586

3,586

0.1%
Second Lien Term Loan (10.93% (LIBOR + 9.00%), due 10/1/2026)(3)(8)(11)
10/12/2018
37,000

36,399

36,399

1.1%






45,930

45,930

1.4%
Cent CLO 21 Limited
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 13.37%, due 7/27/2030)(5)(14)
6/18/2014
49,552

38,609

28,433

0.9%





38,609

28,433

0.9%
CIFC Funding 2013-III-R, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 12.15%, due 4/24/2031)(5)(14)
9/12/2013
44,100

29,748

22,814

0.7%





29,748

22,814

0.7%
CIFC Funding 2013-IV, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 14.09%, due 4/28/2031)(5)(14)
11/14/2013
45,500

32,707

28,641

0.9%





32,707

28,641

0.9%
CIFC Funding 2014-IV-R, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 13.42%, due 10/17/2030)(5)(14)
9/3/2014
44,467

30,913

25,457

0.8%





30,913

25,457

0.8%
CIFC Funding 2016-I, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 11.55%, due 10/21/2031)(5)(14)
12/21/2016
34,000

31,031

27,479

0.9%





31,031

27,479

0.9%
Cinedigm DC Holdings, LLC
Entertainment
Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 2.50% PIK, due 3/31/2021)(11)(46)
2/28/2013
12,559

12,509

12,559

0.4%






12,509

12,559

0.4%
Class Valuation, LLC
Real Estate Management & Development
Revolving Line of Credit – $1,500 Commitment (10.20% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/12/2020)(11)(15)
3/12/2018
—

—

—

—%
Senior Secured Term Loan (10.20% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/10/2023)(3)(11)
3/12/2018
38,432

38,432

38,432

1.2%






38,432

38,432

1.2%
Collections Acquisition Company, Inc.
Diversified Financial Services
Senior Secured Term Loan (10.15% (LIBOR + 7.65% with 2.50% LIBOR floor), due 6/3/2024)(3)(11)
12/3/2019
30,433

30,433

30,433

1.0%






30,433

30,433

1.0%

See notes to consolidated financial statements.
13

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2019 (Unaudited)
(in thousands, except share data)





December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets
 
 
 
 
 
 
 
 
Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
 
 
 
 
 
 
 
 
 
 
 
 
 
Columbia Cent CLO 27 Limited
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 17.36%, due 10/25/2028)(5)(14)
1/15/2014
$
40,275

$
22,646

$
24,635

0.8%






22,646

24,635

0.8%
Coverall North America, Inc.
Commercial Services & Supplies
Senior Secured Term Loan A (7.95% (LIBOR + 6.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)
11/2/2015
5,100

5,100

5,100

0.2%
Senior Secured Term Loan B (12.95% (LIBOR + 11.00% with 1.00% LIBOR floor), due 11/02/2020)(3)(11)
11/2/2015
23,000

23,000

23,000

0.7%





28,100

28,100

0.9%
CP VI Bella Midco
IT Services
Second Lien Term Loan (8.55% (LIBOR + 6.75%), due 12/29/2025)(3)(8)(13)
2/26/2018
15,750

15,707

15,750

0.5%





15,707

15,750

0.5%
Digital Room, LLC
Commercial Services & Supplies
First Lien Term Loan (6.80% (LIBOR + 5.00%), due 5/21/2026)(3)(8)(13)
5/29/2019
9,950

9,819

9,819

0.3%
Second Lien Term Loan (10.80% (LIBOR + 9.00%), due 5/21/2027)(3)(8)(13)
5/30/2019
70,000

70,000

69,477

2.2%





79,819

79,296

2.5%
Dunn Paper, Inc.
Paper & Forest Products
First Lien Term Loan (6.55% (LIBOR + 4.75% with 1.00% LIBOR floor), due 8/26/2022)(8)(13)
11/27/2019
4,488

4,371

4,371

0.1%
Second Lien Term Loan (10.55% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)(3)(8)(13)
10/7/2016
11,500

11,379

11,379

0.4%





15,750

15,750

0.5%
Easy Gardener Products, Inc.
Household Durables
Senior Secured Term Loan (11.95% (LIBOR + 10.00% with 0.25% LIBOR floor), in non-accrual status effective 10/1/2019, due 09/30/2020)(11)
10/2/2015
15,719

15,719

4,353

0.1%





15,719

4,353

0.1%
Engine Group, Inc.(7)
Media
Senior Secured Term Loan (6.94% (LIBOR + 5.00% with 1.00% LIBOR floor), due 9/15/2022)(8)(11)
9/25/2017
4,220

4,220

4,031

0.1%
Second Lien Term Loan (10.94% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/15/2023)(3)(8)(11)
9/25/2017
35,000

35,000

31,305

1.0%





39,220

35,336

1.1%
EXC Holdings III Corp
Technology Hardware, Storage & Peripherals
Second Lien Term Loan (9.59% (LIBOR + 7.50% with 1.00% LIBOR floor), due 12/01/2025)(3)(8)(11)
12/5/2017
12,500

12,408

12,408

0.4%





12,408

12,408

0.4%
Galaxy XV CLO, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 9.86%, due 10/15/2030)(5)(14)
3/14/2013
50,525

35,944

25,468

0.8%





35,944

25,468

0.8%
Galaxy XXVII CLO, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 8.24%, due 5/16/2031)(5)(14)
11/5/2013
24,575

16,516

11,463

0.4%





16,516

11,463

0.4%
Galaxy XXVIII CLO, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 7.75%, due 7/15/2031)(5)(14)
6/27/2014
39,905

28,720

18,207

0.6%





28,720

18,207

0.6%
GEON Performance Solutions, LLC
Chemicals
Revolving Line of Credit – $3,621 Commitment (7.96% (LIBOR+6.25% with 1.63% LIBOR floor), due10/25/2024)(13)(15)
12/12/2019
—

—

—

—%
First Lien Term Loan (7.96% (LIBOR+6.25% with 1.63% LIBOR floor), due10/25/2024)(13)
12/12/2019
31,379

31,207

31,207

1.0%





31,207

31,207

1.0%

See notes to consolidated financial statements.
14

PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF DECEMBER 31, 2019 (Unaudited)
(in thousands, except share data)





December 31, 2019 (Unaudited)
Portfolio Company
Industry
Investments(1)(44)
Acquisition Date(51)
Principal Value
Amortized Cost
Fair
Value(2)
% of Net Assets