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EX-32.1 - EXHIBIT 32.1 - PROSPECT CAPITAL CORPpsec10-qq32020ex321.htm
EX-32.2 - EXHIBIT 32.2 - PROSPECT CAPITAL CORPpsec10-qq32020ex322.htm
EX-31.2 - EXHIBIT 31.2 - PROSPECT CAPITAL CORPpsec10-qq32020ex312.htm
EX-31.1 - EXHIBIT 31.1 - PROSPECT CAPITAL CORPpsec10-qq32020ex311.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, 2020
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 May 8, 2020, there were 369,356,358 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,” “should,” “could,” “may,” “plan” 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 reports that we have filed or in the future may file 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 impact of global health epidemics, including, but not limited to, the recent and ongoing novel coronavirus (“Wuhan Virus”) pandemic, on our and our portfolio companies’ business and the global economy;
uncertainty surrounding the financial stability of the United States, Europe, and China;
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, and the impact of a protracted decline in the liquidity of credit markets on our and our portfolio companies’ business;
the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;
the impact of changes in London Interbank Offered Rate (“LIBOR”) on our operating results;
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)
 
March 31, 2020
 
June 30, 2019
 
 
 
(Unaudited)
 
(Audited)
Assets
 
 
 

Investments at fair value:
 

 
 

Control investments (amortized cost of $2,290,680 and $2,385,806, respectively)
$
2,208,472

 
$
2,475,924

Affiliate investments (amortized cost of $159,642 and $177,616, respectively)
79,455

 
76,682

Non-control/non-affiliate investments (amortized cost of $3,356,316 and $3,368,880, respectively)
2,856,615

 
3,100,947

Total investments at fair value (amortized cost of $5,806,638 and $5,932,302, respectively)
5,144,542

 
5,653,553

Cash
46,646

 
107,098

Receivables for:
 
 
 
Interest, net
15,653

 
26,504

Other
723

 
3,326

Deferred financing costs on Revolving Credit Facility (Note 4)
9,688

 
8,529

Prepaid expenses
344

 
1,053

Total Assets 
5,217,596

 
5,800,063

Liabilities 
 

 
 

Revolving Credit Facility (Notes 4 and 8)
165,600

 
167,000

Public Notes (less unamortized discount and debt issuance costs of $12,206 and $13,826,
  respectively) (Notes 6 and 8)
781,513

 
780,548

Prospect Capital InterNotes® (less unamortized debt issuance costs of $13,042 and $12,349,
respectively) (Notes 7 and 8)
659,517

 
695,350

Convertible Notes (less unamortized debt issuance costs of $9,810 and $13,867, respectively) (Notes 5 and 8)
577,391

 
739,997

Due to Prospect Capital Management (Note 13)
43,744

 
46,525

Interest payable
19,950

 
34,104

Dividends payable
22,069

 
22,028

Accrued expenses
5,192

 
5,414

Due to Prospect Administration (Note 13)
8,482

 
1,885

Due to Affiliate (Note 13)
38

 

Other liabilities
725

 
937

Total Liabilities 
2,284,221

 
2,493,788

Commitments and Contingencies (Note 3)


 
 
Net Assets 
$
2,933,375

 
$
3,306,275

 
 
 
 
Components of Net Assets 
 

 
 

Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 367,817,926 and 367,131,025 issued and outstanding, respectively) (Note 9)
$
368

 
$
367

Paid-in capital in excess of par (Note 9)
4,044,185

 
4,039,872

Total distributable earnings (loss)
(1,111,178
)
 
(733,964
)
Net Assets 
$
2,933,375

 
$
3,306,275

Net Asset Value Per Share (Note 16) 
$
7.98

 
$
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 March 31,
 
Nine Months Ended March 31,
 
2020
 
2019
 
2020
 
2019
Investment Income
 
 
 
 
 
 
 
Interest income:
 
 
 
 
 
 
 
Control investments
$
51,833

 
$
51,078

 
$
152,301

 
$
161,206

Affiliate investments
2,623

 
230

 
5,325

 
631

Non-control/non-affiliate investments
57,960

 
67,656

 
179,062

 
204,944

Structured credit securities
26,390

 
36,112

 
88,733

 
105,731

Total interest income
138,806

 
155,076

 
425,421

 
472,512

Dividend income:
 
 
 
 
 
 
 
Control investments
2,267

 
3,612

 
9,335

 
31,277

Affiliate investments

 
659

 

 
659

Non-control/non-affiliate investments
310

 
253

 
1,005

 
781

Total dividend income
2,577

 
4,524

 
10,340

 
32,717

Other income:
 
 
 
 
 
 
 
Control investments
9,440

 
10,799

 
34,012

 
29,331

Non-control/non-affiliate investments
3,678

 
710

 
8,528

 
4,854

Total other income (Note 10)
13,118

 
11,509

 
42,540

 
34,185

Total Investment Income
154,501

 
171,109

 
478,301

 
539,414

Operating Expenses
 
 
 
 
 
 
 
Base management fee (Note 13)
26,625

 
29,540

 
82,631

 
92,684

Income incentive fee (Note 13)
17,119

 
19,315

 
51,855

 
60,808

Interest and credit facility expenses
37,646

 
38,946

 
113,603

 
117,510

Allocation of overhead from Prospect Administration (Note 13)
4,096

 
2,084

 
13,601

 
11,091

Audit, compliance and tax related fees
421

 
680

 
2,729

 
3,462

Directors’ fees
113

 
112

 
339

 
341

Other general and administrative expenses
5

 
3,170

 
6,122

 
10,286

Total Operating Expenses
86,025

 
93,847

 
270,880

 
296,182

Net Investment Income
68,476

 
77,262

 
207,421

 
243,232

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

 
11,507

 

 
14,309

Non-control/non-affiliate investments
26

 
(2,024
)
 
(263
)
 
(792
)
Net realized gains (losses)
26

 
9,483

 
(263
)
 
13,517

Net change in unrealized (losses) gains
 
 
 
 
 
 
 
Control investments
(97,444
)
 
11,686

 
(172,328
)
 
(22,129
)
Affiliate investments
(9,516
)
 
(4,101
)
 
20,746

 
(23,750
)
Non-control/non-affiliate investments
(150,037
)
 
(2,155
)
 
(231,766
)
 
(98,338
)
Net change in unrealized (losses) gains
(256,997
)
 
5,430

 
(383,348
)
 
(144,217
)
Net Realized and Net Change in Unrealized (Losses) Gains from Investments
(256,971
)
 
14,913

 
(383,611
)
 
(130,700
)
Net realized gains (losses) on extinguishment of debt
2,796

 
(2,980
)
 
(2,647
)
 
(6,931
)
Net (Decrease) Increase in Net Assets Resulting from Operations
$
(185,699
)
 
$
89,195

 
$
(178,837
)
 
$
105,601

Net (decrease) increase in net assets resulting from operations per share
$
(0.51
)
 
$
0.24

 
$
(0.49
)
 
$
0.29

Dividends declared per share
$
(0.18
)
 
$
(0.18
)
 
$
(0.54
)
 
$
(0.54
)

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
 
 
 
 
Nine Months Ended March 31, 2019
 
Shares
 
Par
 
Paid-in capital in excess of par
 
Distributable earnings (loss)
 
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
 








243,232


243,232

Net realized gains
 








6,586


6,586

Net change in unrealized losses
 








(144,217
)

(144,217
)
Distributions to Shareholders
 













Distributions from earnings
 








(197,555
)

(197,555
)
Shares issued through reinvestment of dividends
 
2,475,036


3


16,719





16,722

Tax reclassifications of net assets (Note 12)
 






(31
)

31



Total increase (decrease) for the nine months ended March 31, 2019
 
2,475,036


3


16,688


(91,923
)

(75,232
)
Balance as of March 31, 2019
 
366,884,974


$
367


$
4,038,229


$
(706,781
)

$
3,331,815


 
 
Common Stock
 
 
 
 
Nine Months Ended March 31, 2020
 
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









207,421


207,421

Net realized losses









(2,910
)

(2,910
)
Net change in unrealized losses









(383,348
)

(383,348
)
Distributions to Shareholders














Distributions from earnings









(198,455
)

(198,455
)
Shares issued through reinvestment of dividends

686,901


1


4,391





4,392

Tax reclassifications of net assets (Note 12)







(78
)

78



Total increase (decrease) for the nine months ended March 31, 2020

686,901


1


4,313


(377,214
)

(372,900
)
Balance as of March 31, 2020

367,817,926


$
368


$
4,044,185


$
(1,111,178
)

$
2,933,375




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 March 31, 2019
 
Shares
 
Par
 
Paid-in capital in excess of par
 
Distributable earnings (loss)
 
Total Net Assets
Balance as of December 31, 2018
 
366,055,966

 
$
366

 
$
4,032,761


$
(729,952
)

$
3,303,175

Net Increase in Net Assets resulting from Operations:
 


 


 








Net investment income
 

 


 



77,262


77,262

Net realized gains
 

 


 



6,503


6,503

Net change in unrealized losses
 

 


 



5,430


5,430

Distributions to Shareholders
 


 


 







Distributions from earnings
 

 


 



(66,024
)

(66,024
)
Shares issued through reinvestment of dividends
 
829,008

 
1

 
5,468





5,469

Total increase (decrease) for the three months ended March 31, 2019
 
829,008

 
1

 
5,468

 
23,171

 
28,640

Balance as of March 31, 2019
 
366,884,974

 
$
367

 
$
4,038,229

 
$
(706,781
)
 
$
3,331,815


 
 
Common Stock
 
 
 
 
Three Months Ended March 31, 2020
 
Shares
 
Par
 
Paid-in capital in excess of par
 
Distributable earnings (loss)
 
Total Net Assets
Balance as of December 31, 2019
 
367,584,244

 
$
367

 
$
4,042,785

 
$
(859,287
)
 
$
3,183,865

Net Decrease in Net Assets resulting from Operations:
 


 


 


 


 


Net investment income
 

 


 


 
68,476

 
68,476

Net realized gains
 

 


 


 
2,822

 
2,822

Net change in unrealized losses
 

 


 


 
(256,997
)
 
(256,997
)
Distributions to Shareholders
 


 


 


 


 

Distributions from earnings
 

 


 


 
(66,192
)
 
(66,192
)
Shares issued through reinvestment of dividends
 
233,682

 
1

 
1,400

 


 
1,401

Total increase (decrease) for the three months ended March 31, 2020
 
233,682

 
1

 
1,400

 
(251,891
)
 
(250,490
)
Balance as of March 31, 2020
 
367,817,926

 
$
368

 
$
4,044,185

 
$
(1,111,178
)
 
$
2,933,375



See notes to consolidated financial statements.
7


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

 
Nine Months Ended March 31,
 
2020
 
2019
Operating Activities
 
 
 
Net (decrease) increase in net assets resulting from operations
$
(178,837
)
 
$
105,601

Net realized losses on extinguishment of debt
2,647

 
6,931

Net realized losses (gains) on investments
263

 
(13,517
)
Net change in net unrealized losses (gains) on investments
383,348

 
144,217

Amortization of discounts (accretion of premiums), net
5,750

 
(2,654
)
Accretion of discount on Public Notes (Note 6)
775

 
406

Amortization of deferred financing costs
6,342

 
8,699

Payment-in-kind interest
(35,134
)
 
(29,663
)
Structuring fees
(5,562
)
 
(3,434
)
Change in operating assets and liabilities:
 
 
 
Payments for purchases of investments
(721,764
)
 
(483,508
)
Proceeds from sale of investments and collection of investment principal
882,111

 
415,165

Increase in due to broker

 
25,660

Decrease in due to Prospect Capital Management
(2,781
)
 
(190
)
Decrease in interest receivable, net
10,851

 
2,858

Decrease in interest payable
(14,154
)
 
(8,315
)
(Decrease) increase in accrued expenses
(222
)
 
52

Decrease in due from broker

 
2,490

Increase in due to affiliates
38

 

Decrease in other liabilities
(212
)
 
(903
)
Decrease in other receivables
2,603

 
882

Decrease in prepaid expenses
709

 
699

Increase (decrease) in due to Prospect Administration
6,597

 
(405
)
Net Cash Provided by Operating Activities
343,368

 
171,071

Financing Activities
 
 
 
Borrowings under Revolving Credit Facility (Note 4)
990,000

 
912,154

Principal payments under Revolving Credit Facility (Note 4)
(991,400
)
 
(850,154
)
Issuances of Public Notes, net of original issue discount (Note 6)

 
215,638

Redemptions of Public Notes (Note 6)
(446
)
 
(153,536
)
Redemptions of Convertible Notes, net (Note 5)
(165,159
)
 
(246,670
)
Issuance of Convertible Notes (Note 5)

 
201,250

Issuances of Prospect Capital InterNotes® (Note 7)
224,934

 
124,643

Redemptions of Prospect Capital InterNotes®, net (Note 7)
(260,074
)
 
(130,846
)
Financing costs paid and deferred
(7,651
)
 
(26,057
)
Dividends paid
(194,024
)
 
(180,685
)
Net Cash Used in Financing Activities
(403,820
)
 
(134,263
)
Net (Decrease) Increase in Cash
(60,452
)
 
36,808

Cash at beginning of period
107,098

 
83,758

Cash at End of Period
$
46,646

 
$
120,566

Supplemental Disclosures
 
 
 
Cash paid for interest
$
120,640

 
$
116,720

Purchases of investments settled net of proceeds from sale of investments
$
61,086

 
$

Non-Cash Financing Activities
 
 
 
Value of shares issued through reinvestment of dividends
$
4,392

 
$
16,722

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

 
$
371


See notes to consolidated financial statements.
8


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF MARCH 31, 2020 (Unaudited)
(in thousands, except share data)






March 31, 2020 (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 (12.46% (LIBOR + 11.00% with 1.00% LIBOR floor), due 12/29/2022)(11)(46)
10/1/2017
$
35,622

$
35,622

$
35,622

1.2%
Senior Secured Term Loan A to Spartan Energy Services, Inc. (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 12/31/2022)(13)
10/20/2014
13,156

13,156

13,156

0.5%
Senior Secured Term Loan B to Spartan Energy Services, Inc. (15.00% PIK (LIBOR + 14.00% with 1.00% LIBOR floor), in non-accrual status effective 1/1/2020, due 12/31/2022)(13)
10/20/2014
24,302

23,361

6,400

0.2%
Series B Convertible Preferred Stock (16.00%, 790 shares)(16)
10/30/2015


63,225

17,591

0.6%
Common Stock (102,924 shares)(16)
8/2/2013


86,241


—%






221,605

72,769

2.5%
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
59,785

56,705

59,785

2.0%
Class A Units (14,867,312 units)(14)(16)
12/28/2012


19,331

11,802

0.4%
Net Revenues Interest (25% of Net Revenues)(14)(16)
1/28/2015




—%






76,036

71,587

2.4%
Echelon Transportation, LLC
Aerospace & Defense
Senior Secured Term Loan (11.75% (LIBOR + 9.75% with 2.00% LIBOR floor) plus 2.25% PIK, due 3/31/2022)(13)(46)
3/31/2014
42,572

42,572

42,572

1.5%
Senior Secured Term Loan (11.00% (LIBOR + 9.00% with 2.00% LIBOR floor) plus 1.00% PIK, due 12/7/2024)(13)(46)
12/9/2016
20,399

20,399

20,399

0.7%
Membership Interest (100%)(16)
3/31/2014


22,738

21,869

0.7%






85,709

84,840

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
274,350

274,350

274,350

9.3%
Class A Units (95,709,910 units)(14)(16)
6/14/2012


81,146

198,835

6.8%






355,496

473,185

16.1%
Freedom Marine Solutions, LLC(24)
Energy Equipment & Services
Membership Interest (100%)(16)
11/9/2006


43,892

15,418

0.5%






43,892

15,418

0.5%
InterDent, Inc.(29)
Health Care Providers & Services
Senior Secured Term Loan A/B (7.05% (LIBOR + 5.05% with 2.00% LIBOR floor), due 9/5/2020)(13)
8/1/2018
14,000

14,000

14,000

0.5%
Senior Secured Term Loan A (6.49% (LIBOR + 5.50% with 0.75% LIBOR floor), due 9/5/2020)(13)
8/3/2012
77,994

77,994

77,994

2.6%
Senior Secured Term Loan B (10.00% PIK, due 9/5/2020)(46)
8/3/2012
125,276

125,276

110,358

3.8%
Senior Secured Term Loan C (18.00% PIK, in non-accrual status effective 10/1/2018, due 9/5/2020)
3/22/2018
46,800

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
8,834

8,751


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


1


—%






261,788

202,352

6.9%

See notes to consolidated financial statements.
9


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF MARCH 31, 2020 (Unaudited)
(in thousands, except share data)





March 31, 2020 (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

$
3,838

0.1%






2,378

3,838

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

0.9%
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
32,187

32,187

28,923

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

6,488


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


6,849


—%






71,774

55,173

1.9%
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
311,218

311,218

311,218

10.6%
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
59,316

59,316

57,639

2.0%
Senior Secured Term Loan C (13.46% (LIBOR + 12.00% with 1.00% LIBOR floor) plus 2.25% PIK, due 12/31/2023)(11)(46)
10/31/2019
78,359

78,359

78,359

2.7%
Residual Profit Interest(37)
12/31/2018



36,934

1.2%
Common Stock (3,253,060 shares)(52)
12/31/2013


183,426

415,862

14.2%






632,319

900,012

30.7%
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
19,588

19,588

19,588

0.7%
Class A Units (38,550,460 units)(14)
1/31/2013


20,462

15,678

0.5%






40,050

35,266

1.2%
NMMB, Inc.(28)
Media
Delayed Draw Term Loan – $10,000 Commitment (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 12/30/2024)(11)(15)
3/25/2020



—%
Senior Secured Note (10.50% (LIBOR + 8.50% with 2.00% LIBOR floor), due 12/30/2024)(11)
12/30/2019
5,062

5,062

5,062

0.1%
Common Stock (21,419 shares)
12/30/2019

12,869

31,498

1.1%






17,931

36,560

1.2%
Pacific World Corporation(40)
Personal Products
Revolving Line of Credit – $26,000 Commitment (8.25% (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
19,625

19,625

19,625

0.7%
Senior Secured Term Loan A (6.25% 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

92,277

33,599

1.1%
Senior Secured Term Loan B (11.20% 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
119,927

96,500


—%
Convertible Preferred Equity (247,330 shares)(16)
6/15/2018


37,100


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




—%






245,502

53,224

1.8%
R-V Industries, Inc.
Machinery
Senior Subordinated Note (10.46% (LIBOR + 9.00% with 1.00% LIBOR floor), due 3/31/2022)(3)(11)
6/12/2013
28,622

28,622

28,622

1.0%
Common Stock (745,107 shares)(16)
6/26/2007


6,866

9,221

0.3%






35,488

37,843

1.3%

See notes to consolidated financial statements.
10


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF MARCH 31, 2020 (Unaudited)
(in thousands, except share data)





March 31, 2020 (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
$
2,894

$
2,894

$
2,894

0.1%
Senior Secured Term Loan A (7.21% (LIBOR + 5.75% with 1.00% LIBOR floor), due 7/22/2021)(11)
7/22/2016
30,225

30,225

25,339

0.9%
Senior Secured Term Loan B (13.21% 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
41,553

32,500


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




—%






65,619

28,233

1.0%
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
49,199

30,651

16,182

0.6%
Senior Secured Term Loan B (15.50% PIK, in non-accrual status effective 4/1/2016, due 7/29/2022)
3/31/2014
63,752

35,568


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




—%






66,219

16,182

0.6%
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

0.4%
Senior Secured Note (8.00% plus 10.00% PIK, due 6/23/2024)(46)
6/24/2014
33,301

33,301

33,301

1.1%
Consolidated Revenue Interest (2.0%)(38)
6/22/2018



2,616

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


25,143

75,643

2.6%






68,874

121,990

4.2%
Total Control Investments
 
$
2,290,680

$
2,208,472

75.3%


See notes to consolidated financial statements.
11


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF MARCH 31, 2020 (Unaudited)
(in thousands, except share data)

 
 
 
 
March 31, 2020 (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
$
8,434

$
8,434

$
8,434

0.3%
Unsecured Senior PIK Note (8.50% PIK, due 12/9/2021)(46)
6/9/2015
8,734

8,734

8,734

0.3%
Unsecured Junior PIK Note (10.00% PIK, due 12/9/2021)(46)
6/9/2015
41,998

27,614

39,529

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

6,577


—%
 
 
 
 
 
51,359

56,697

1.9%
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

18,042

0.6%
 
 
 
 
 
2,805

18,042

0.6%
United Sporting Companies, Inc.(18)
Distributors
Second Lien Term Loan (13.25% (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
147,470

105,478

4,716

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



—%
 
 
 
 
 
105,478

4,716

0.2%
Total Affiliate Investments
 
$
159,642

$
79,455

2.7%

See notes to consolidated financial statements.
12


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF MARCH 31, 2020 (Unaudited)
(in thousands, except share data)





March 31, 2020 (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 (8.55% (LIBOR + 7.75%), due 10/1/2026)(3)(8)(13)
10/10/2018
$
25,000

$
24,847

$
25,000

0.9%





24,847

25,000

0.9%
ACE Cash Express, Inc.
Consumer Finance
Senior Secured Note (12.00%, due 12/15/2022)(8)(14)
12/15/2017
30,000

28,685

24,651

0.8%





28,685

24,651

0.8%
Ahead Data Blue, LLC
IT Services
Second Lien Term Loan (10.00% (LIBOR + 8.50% with 1.50% LIBOR floor), due 11/8/2025)(3)(13)
12/13/2019
70,000

70,000

70,000

2.4%





70,000

70,000

2.4%
Apidos CLO XI
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 8.47%, due 10/17/2030)(5)(14)
1/17/2013
40,500

32,907

25,004

0.9%





32,907

25,004

0.9%
Apidos CLO XII
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 14.71%, due 4/15/2031)(5)(14)
4/18/2013
52,203

37,578

28,408

1.0%





37,578

28,408

1.0%
Apidos CLO XV
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 13.13%, due 4/21/2031)(5)(14)
10/16/2013
48,515

38,910

27,649

0.9%





38,910

27,649

0.9%
Apidos CLO XXII
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 14.15%, due 4/21/2031)(5)(14)
10/14/2015
35,855

29,998

23,429

0.8%





29,998

23,429

0.8%
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 – $3,000 Commitment (10.75% (LIBOR + 8.75% with 2.00% LIBOR floor), due 4/30/2021)(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 4/30/2021)(3)(11)
2/21/2013
72,215

72,215

72,215

2.5%





74,215

74,215

2.6%
Barings CLO 2018-III
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 5.11%, due 7/20/2029)(5)(14)
11/18/2014
83,098

48,635

30,372

1.0%





48,635

30,372

1.0%
Broder Bros., Co.
Textiles, Apparel & Luxury Goods
Senior Secured Note (9.77% (LIBOR + 8.50% with 1.25% LIBOR floor), due 12/02/2022)(3)(11)
12/4/2017
171,927

171,927

170,497

5.8%





171,927

170,497

5.8%
Brookside Mill CLO Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 0.00%, due 1/17/2028)(5)(14)(17)
5/23/2013
36,300

17,553

11,212

0.4%





17,553

11,212

0.4%
California Street CLO IX Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 7.41%, due 7/16/2032)(5)(14)
5/8/2012
58,915

41,325

27,670

0.9%





41,325

27,670

0.9%
Candle-Lite Company, LLC
Household Products
Senior Secured Term Loan A (7.09% (LIBOR + 5.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)
1/23/2018
12,000

12,000

11,943

0.4%
Senior Secured Term Loan B (11.09% (LIBOR + 9.50% with 1.25% LIBOR floor), due 1/23/2023)(3)(11)
1/23/2018
12,500

12,500

11,905

0.4%






24,500

23,848

0.8%

See notes to consolidated financial statements.
13


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF MARCH 31, 2020 (Unaudited)
(in thousands, except share data)





March 31, 2020 (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 (9.32% (LIBOR + 8.25% with 1.00% LIBOR floor), due 10/7/2022)(3)(8)(53)
10/7/2014
$
98,982

$
98,769

$
98,982

3.4%





98,769

98,982

3.4%
Carlyle C17 CLO Limited
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 19.27%, due 4/30/2031)(5)(14)
2/21/2013
24,870

15,090

12,316

0.4%





15,090

12,316

0.4%
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 19.32%, due 7/15/2030)(5)(14)
4/12/2017
25,534

17,885

15,788

0.5%






17,885

15,788

0.5%
Carlyle Global Market Strategies CLO 2016-3, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 12.03%, due 10/20/2029)(5)(14)
9/13/2016
32,200

32,966

24,910

0.8%






32,966

24,910

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



2,337

0.1%







2,337

0.1%
CCS-CMGC Holdings, Inc.
Health Care Providers & Services
First Lien Term Loan (7.28% (LIBOR + 5.50%), due 10/1/2025)(3)(8)(11)
5/23/2019
3,639

3,588

3,492

0.1%
First Lien Term Loan (6.57% (LIBOR + 5.50%), due 10/1/2025)(3)(8)(53)
5/23/2019
6,009

5,925

5,765

0.2%
Second Lien Term Loan (10.78% (LIBOR + 9.00%), due 10/1/2026)(3)(8)(11)
10/12/2018
37,000

36,421

35,752

1.2%






45,934

45,009

1.5%
Cent CLO 21 Limited
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 10.64%, due 7/27/2030)(5)(14)
6/18/2014
49,552

38,925

25,563

0.9%





38,925

25,563

0.9%
CIFC Funding 2013-III-R, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 9.21%, due 4/24/2031)(5)(14)
9/12/2013
44,100

29,695

20,909

0.7%





29,695

20,909

0.7%
CIFC Funding 2013-IV, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 12.90%, due 4/28/2031)(5)(14)
11/14/2013
45,500

32,887

27,111

0.9%





32,887

27,111

0.9%
CIFC Funding 2014-IV-R, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 15.31%, due 10/17/2030)(5)(14)
9/3/2014
44,467

31,251

22,535

0.8%





31,251

22,535

0.8%
CIFC Funding 2016-I, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 9.23%, due 10/21/2031)(5)(14)
12/21/2016
34,000

30,149

26,028

0.9%





30,149

26,028

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
12,205

12,155

12,205

0.4%






12,155

12,205

0.4%
Class Valuation, LLC
Real Estate Management & Development
Senior Secured Term Loan (9.75% (LIBOR + 8.25% with 1.50% LIBOR floor), due 3/10/2023)(3)(11)
3/12/2018
38,222

38,222

38,222

1.3%






38,222

38,222

1.3%
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
30,216

30,216

30,216

1.0%






30,216

30,216

1.0%

See notes to consolidated financial statements.
14


PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS AS OF MARCH 31, 2020 (Unaudited)
(in thousands, except share data)





March 31, 2020 (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 13.12%, due 10/25/2028)(5)(14)
1/15/2014
$
40,275

$
23,121

$
20,941

0.7%






23,121

20,941

0.7%
Coverall North America, Inc.
Commercial Services & Supplies
Senior Secured Term Loan A (7.46% (LIBOR + 6.00% with 1.00% LIBOR floor), due 5/3/2021)(3)(11)
11/2/2015
3,100

3,100

3,100

0.1%
Senior Secured Term Loan B (12.46% (LIBOR + 11.00% with 1.00% LIBOR floor), due 5/3/2021)(3)(11)
11/2/2015
22,750

22,750

22,750

0.8%





25,850

25,850

0.9%
CP VI Bella Midco
IT Services
Second Lien Term Loan (7.74% (LIBOR + 6.75%), due 12/29/2025)(3)(8)(13)
2/26/2018
15,750

15,709

15,750

0.5%





15,709

15,750

0.5%
Digital Room, LLC
Commercial Services & Supplies
First Lien Term Loan (6.45% (LIBOR + 5.00%), due 5/21/2026)(3)(8)(11)
5/29/2019
25

25

24

—%
First Lien Term Loan (6.07% (LIBOR + 5.00%), due 5/21/2026)(3)(8)(13)
5/29/2019
9,900

9,778

9,341

0.3%
Second Lien Term Loan (10.07% (LIBOR + 9.00%), due 5/21/2027)(3)(8)(53)
5/30/2019
70,000

70,000

65,510

2.3%





79,803

74,875

2.6%
Dunn Paper, Inc.
Paper & Forest Products
First Lien Term Loan (5.75% (LIBOR + 4.75% with 1.00% LIBOR floor), due 8/26/2022)(3)(8)(13)
11/27/2019
4,488

4,382

4,363

0.1%
Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 8/26/2023)(3)(8)(13)
10/7/2016
11,500

11,387

11,122

0.4%





15,769

15,485

0.5%
Easy Gardener Products, Inc.
Household Durables
Senior Secured Term Loan (11.46% (LIBOR + 10.00% with 0.25% LIBOR floor), in non-accrual status effective 10/1/2019, due 09/30/2020)(11)(16)
10/2/2015
15,719

15,719

4,799

0.2%





15,719

4,799

0.2%
EDSCO Holding Company LLC
Machinery
Senior Secured Term Loan (7.50% (LIBOR + 6.00% with 1.50% LIBOR floor), due 1/10/2025)(3)(11)
1/10/2020
20,000

20,000

20,000

0.7%





20,000

20,000

0.7%
Engine Group, Inc.(7)
Media
Senior Secured Term Loan (7.25% (PRIME + 4.00%), due 9/15/2022)(8)(54)
9/25/2017
4,220

4,220

3,619

0.1%
Second Lien Term Loan (11.25% (PRIME + 8.00%), due 9/15/2023)(3)(8)(54)
9/25/2017
35,000

35,000

18,380

0.6%





39,220

21,999

0.7%
EXC Holdings III Corp
Technology Hardware, Storage & Peripherals
Second Lien Term Loan (9.41% (LIBOR + 7.50% with 1.00% LIBOR floor), due 12/01/2025)(3)(8)(11)
12/5/2017
12,500

12,411

11,851

0.4%





12,411

11,851

0.4%
Galaxy XV CLO, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 9.66%, due 10/15/2030)(5)(14)
3/14/2013
50,525

35,628

23,188

0.8%





35,628

23,188

0.8%
Galaxy XXVII CLO, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 7.13%, due 5/16/2031)(5)(14)
11/5/2013
24,575

16,437

10,938

0.4%





16,437

10,938

0.4%
Galaxy XXVIII CLO, Ltd.
Structured Finance
Subordinated Structured Note (Residual Interest, current yield 7.15%, due 7/15/2031)(5)(14)
6/27/2014
39,905

28,629

16,178

0.6%