10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| |
ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2015 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.
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| | | |
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.
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Class of Common Stock | | Outstanding at November 3, 2015 |
$0.001 par value | | 355,211,654 |
Table of Contents
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PART I | FINANCIAL INFORMATION | |
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PART II | OTHER INFORMATION | |
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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)
|
| | | | | | | |
| September 30, 2015 | | June 30, 2015 |
| (Unaudited) | | (Audited) |
Assets | |
| | |
|
Investments at fair value: | |
| | |
|
Control investments (amortized cost of $1,973,325 and $1,894,644, respectively) | $ | 2,012,700 |
| | $ | 1,974,202 |
|
Affiliate investments (amortized cost of $2,228 and $45,150, respectively) | 3,128 |
| | 45,945 |
|
Non-control/non-affiliate investments (amortized cost of $4,466,440 and $4,619,582, respectively) | 4,415,072 |
| | 4,589,411 |
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Total investments at fair value (amortized cost of $6,441,993 and $6,559,376, respectively) | 6,430,900 |
| | 6,609,558 |
|
Cash and cash equivalents | 71,828 |
| | 110,026 |
|
Receivables for: | | | |
Interest, net | 14,379 |
| | 20,408 |
|
Other | 907 |
| | 2,885 |
|
Prepaid expenses | 725 |
| | 757 |
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Deferred financing costs | 51,740 |
| | 54,420 |
|
Total Assets | 6,570,479 |
| | 6,798,054 |
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| | | |
Liabilities | |
| | |
|
Revolving Credit Facility (Notes 4 and 8) | 156,700 |
| | 368,700 |
|
Convertible Notes (Notes 5 and 8) | 1,239,500 |
| | 1,239,500 |
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Public Notes (Notes 6 and 8) | 548,143 |
| | 548,094 |
|
Prospect Capital InterNotes® (Notes 7 and 8) | 874,948 |
| | 827,442 |
|
Commitments and Contingencies (Note 3) | — |
| | — |
|
Due to broker | 55,253 |
| | 26,778 |
|
Interest payable | 35,639 |
| | 39,659 |
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Dividends payable | 29,601 |
| | 29,923 |
|
Due to Prospect Administration (Note 13) | 5,415 |
| | 4,238 |
|
Due to Prospect Capital Management (Note 13) | 162 |
| | 2,550 |
|
Accrued expenses | 3,363 |
| | 3,408 |
|
Other liabilities | 7,734 |
| | 4,713 |
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Total Liabilities | 2,956,458 |
| | 3,095,005 |
|
Net Assets | $ | 3,614,021 |
| | $ | 3,703,049 |
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| | | |
Components of Net Assets | |
| | |
|
Common stock, par value $0.001 per share (1,000,000,000 common shares authorized; 355,222,482 and 359,090,759 issued and outstanding, respectively) (Note 9) | $ | 355 |
| | $ | 359 |
|
Paid-in capital in excess of par (Note 9) | 3,954,051 |
| | 3,975,672 |
|
Accumulated overdistributed net investment income | (16,514 | ) | | (21,077 | ) |
Accumulated net realized loss on investments and extinguishment of debt | (312,778 | ) | | (302,087 | ) |
Net unrealized (depreciation) appreciation on investments | (11,093 | ) | | 50,182 |
|
Net Assets | $ | 3,614,021 |
| | $ | 3,703,049 |
|
| | | |
Net Asset Value Per Share (Note 16) | $ | 10.17 |
| | $ | 10.31 |
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PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(Unaudited)
|
| | | | | | | |
| Three Months Ended September 30, |
| 2015 | | 2014 |
Investment Income | | | |
Interest income: | | | |
Control investments | $ | 51,944 |
| | $ | 45,128 |
|
Affiliate investments | 885 |
| | 837 |
|
Non-control/non-affiliate investments | 93,708 |
| | 98,778 |
|
Structured credit securities | 44,766 |
| | 39,397 |
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Total interest income | 191,303 |
| | 184,140 |
|
Dividend income: | | | |
Control investments | 3,213 |
| | 759 |
|
Affiliate investments | — |
| | 1,429 |
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Non-control/non-affiliate investments | — |
| | 22 |
|
Money market funds | 2 |
| | 15 |
|
Total dividend income | 3,215 |
| | 2,225 |
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Other income: | | | |
Control investments | 2,409 |
| | 5,663 |
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Affiliate investments | — |
| | 226 |
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Non-control/non-affiliate investments | 3,324 |
| | 9,767 |
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Total other income (Note 10) | 5,733 |
| | 15,656 |
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Total Investment Income | 200,251 |
| | 202,021 |
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Operating Expenses | | | |
Investment advisory fees: | | | |
Base management fee (Note 13) | 32,954 |
| | 33,165 |
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Income incentive fee (Note 13) | 22,810 |
| | 23,616 |
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Total investment advisory fees | 55,764 |
| | 56,781 |
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Interest and credit facility expenses | 41,957 |
| | 42,914 |
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Legal fees | 1,415 |
| | 1,163 |
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Valuation services | 463 |
| | 450 |
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Audit, compliance and tax related fees | 1,877 |
| | 667 |
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Allocation of overhead from Prospect Administration (Note 13) | 4,178 |
| | 3,016 |
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Insurance expense | 226 |
| | 131 |
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Directors’ fees | 94 |
| | 94 |
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Other general and administrative expenses | 3,035 |
| | 2,342 |
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Total Operating Expenses | 109,009 |
| | 107,558 |
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Net Investment Income | 91,242 |
| | 94,463 |
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| | | |
Net realized losses on investments | (2,135 | ) | | (22,911 | ) |
Net change in unrealized (depreciation) appreciation on investments | (61,275 | ) | | 12,556 |
|
Net realized and unrealized losses on investments | (63,410 | ) | | (10,355 | ) |
Net realized losses on extinguishment of debt | (15 | ) | | — |
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Net Increase in Net Assets Resulting from Operations | $ | 27,817 |
| | $ | 84,108 |
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Net increase in net assets resulting from operations per share | $ | 0.08 |
| | $ | 0.24 |
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Dividends declared per share | $ | (0.25 | ) | | $ | (0.33 | ) |
See notes to consolidated financial statements.
3
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share data)
(Unaudited)
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| | | | | | | |
| Three Months Ended September 30, |
| 2015 | | 2014 |
Operations | |
| | |
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Net investment income | $ | 91,242 |
| | $ | 94,463 |
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Net realized losses on investments | (2,135 | ) | | (22,911 | ) |
Net change in unrealized (depreciation) appreciation on investments | (61,275 | ) | | 12,556 |
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Net realized losses on extinguishment of debt | (15 | ) | | — |
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Net Increase in Net Assets Resulting from Operations | 27,817 |
| | 84,108 |
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| | | |
Distributions to Shareholders | | | |
Distribution from net investment income | (89,115 | ) | | (114,266 | ) |
Distribution of return of capital | — |
| | — |
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Net Decrease in Net Assets Resulting from Distributions to Shareholders | (89,115 | ) | | (114,266 | ) |
| | | |
Common Stock Transactions | | | |
Issuance of common stock, net of underwriting costs | — |
| | 56,305 |
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Less: Offering costs from issuance of common stock | 118 |
| | (210 | ) |
Repurchase of common stock under stock repurchase program | (31,530 | ) | | — |
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Value of shares issued through reinvestment of dividends | 3,682 |
| | 3,640 |
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Net (Decrease) Increase in Net Assets Resulting from Common Stock Transactions | (27,730 | ) | | 59,735 |
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Total (Decrease) Increase in Net Assets | (89,028 | ) | | 29,577 |
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Net assets at beginning of period | 3,703,049 |
| | 3,618,182 |
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Net Assets at End of Period | $ | 3,614,021 |
| | $ | 3,647,759 |
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| | | |
Common Stock Activity | | | |
Shares sold | — |
| | 5,536,780 |
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Shares repurchased under stock repurchase program | (4,358,750 | ) | | — |
|
Shares issued through reinvestment of dividends | 490,473 |
| | 340,958 |
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Total shares issued due to common stock activity | (3,868,277 | ) | | 5,877,738 |
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Shares issued and outstanding at beginning of period | 359,090,759 |
| | 342,626,637 |
|
Shares Issued and Outstanding at End of Period | 355,222,482 |
| | 348,504,375 |
|
See notes to consolidated financial statements.
4
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share data)
(Unaudited)
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| | | | | | | |
| Three Months Ended September 30, |
| 2015 | | 2014 |
Operating Activities | | | |
Net increase in net assets resulting from operations | $ | 27,817 |
| | $ | 84,108 |
|
Net realized losses on extinguishment of debt | 15 |
| | — |
|
Net realized losses on investments | 2,135 |
| | 22,911 |
|
Net change in unrealized depreciation (appreciation) on investments | 61,275 |
| | (12,556 | ) |
Amortization of discounts and premiums, net | 24,072 |
| | 13,952 |
|
Accretion of discount on Public Notes (Note 6) | 49 |
| | 69 |
|
Amortization of deferred financing costs | 3,556 |
| | 3,829 |
|
Payment-in-kind interest | (1,279 | ) | | (5,887 | ) |
Structuring fees | (3,556 | ) | | (10,515 | ) |
Change in operating assets and liabilities: | | | |
Payments for purchases of investments | (432,778 | ) | | (870,803 | ) |
Proceeds from sale of investments and collection of investment principal | 528,789 |
| | 863,144 |
|
Decrease in interest receivable, net | 6,029 |
| | 1,474 |
|
Decrease (increase) in other receivables | 1,978 |
| | (178 | ) |
Decrease in prepaid expenses | 32 |
| | 23 |
|
Increase in due to broker | 28,475 |
| | 1,787 |
|
Decrease in interest payable | (4,020 | ) | | (1,509 | ) |
Increase in due to Prospect Administration | 1,177 |
| | 64 |
|
(Decrease) increase in due to Prospect Capital Management | (2,388 | ) | | 3,912 |
|
(Decrease) increase in accrued expenses | (45 | ) | | 1,087 |
|
Increase in other liabilities | 3,021 |
| | 2,499 |
|
Net Cash Provided by Operating Activities | 244,354 |
| | 97,411 |
|
Financing Activities | | | |
Borrowings under Revolving Credit Facility (Note 4) | 200,000 |
| | 547,000 |
|
Principal payments under Revolving Credit Facility (Note 4) | (412,000 | ) | | (228,000 | ) |
Issuances of Prospect Capital InterNotes® (Note 7) | 48,134 |
| | — |
|
Redemptions of Prospect Capital InterNotes®, net (Note 7) | (628 | ) | | (1,365 | ) |
Financing costs paid and deferred | (891 | ) | | (7,309 | ) |
Cost of shares repurchased under stock repurchase program | (31,530 | ) | | — |
|
Proceeds from issuance of common stock, net of underwriting costs | — |
| | 56,305 |
|
Offering costs from issuance of common stock | 118 |
| | (210 | ) |
Dividends paid | (85,755 | ) | | (109,951 | ) |
Net Cash (Used in) Provided by Financing Activities | (282,552 | ) | | 256,470 |
|
| | | |
Total (Decrease) Increase in Cash and Cash Equivalents | (38,198 | ) | | 353,881 |
|
Cash and cash equivalents at beginning of period | 110,026 |
| | 134,225 |
|
Cash and Cash Equivalents at End of Period | $ | 71,828 |
| | $ | 488,106 |
|
| | | |
Supplemental Disclosures | | | |
Cash paid for interest | $ | 43,004 |
| | $ | 40,524 |
|
Non-Cash Financing Activities | | | |
Value of shares issued through reinvestment of dividends | $ | 3,682 |
| | $ | 3,640 |
|
See notes to consolidated financial statements.
5
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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)(49) | | | | |
| | | | | | |
American Property REIT Corp.(32) | 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)(20) | $ | 78,635 |
| $ | 78,635 |
| $ | 78,635 |
| 2.2% |
Common Stock (301,845 shares) | | 22,912 |
| 33,531 |
| 0.9% |
Net Operating Income Interest (5% of Net Operating Income) | | — |
| 8,182 |
| 0.2% |
| | | | 101,547 |
| 120,348 |
| 3.3% |
Arctic Energy Services, LLC(30) | Wyoming / Oil & Gas Services | Class D Units (32915.09 units) | | 31,640 |
| 32,915 |
| 1.0% |
Class E Units (21,080 units) | | 20,230 |
| 21,080 |
| 0.6% |
Class A Units (700 units) | | 9,006 |
| 1,600 |
| —% |
Class C Units (10 units) | | — |
| 745 |
| —% |
| | | | 60,876 |
| 56,340 |
| 1.6% |
CCPI Inc.(33) | Ohio / Manufacturing | Senior Secured Term Loan A (10.00%, due 12/31/2017)(3) | 12,650 |
| 12,650 |
| 12,650 |
| 0.4% |
Senior Secured Term Loan B (12.00% plus 7.00% PIK, due 12/31/2017)(6) | 9,000 |
| 9,000 |
| 9,000 |
| 0.2% |
Common Stock (14,857 shares) | | 6,636 |
| 14,756 |
| 0.4% |
| | | | 28,286 |
| 36,406 |
| 1.0% |
CP Energy Services Inc.(38) | Oklahoma / Oil & Gas Services | Senior Secured Term Loan A to CP Well Testing, LLC (7.00% (LIBOR + 5.00% with 2.00% LIBOR floor), in non-accrual status effective 9/30/2015, due 4/1/2019)(4)(20) | 11,035 |
| 11,035 |
| 11,035 |
| 0.3% |
Senior Secured Term Loan B to CP Well Testing, LLC (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor) plus 7.50% PIK, in non-accrual status effective 9/30/2015, due 4/1/2019)(3)(4)(6)(20) | 75,930 |
| 72,238 |
| 71,826 |
| 2.0% |
Second Lien Term Loan to CP Well Testing, LLC (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor) plus 9.00% PIK, in non-accrual status effective 9/30/2015, due 4/1/2019)(4)(6)(20) | 15,924 |
| 15,000 |
| — |
| —% |
Common Stock (2,924 shares) | | 15,227 |
| — |
| —% |
| | | | 113,500 |
| 82,861 |
| 2.3% |
Credit Central Loan Company, LLC(34) | South Carolina / Consumer Finance | Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2019)(6)(22) | 36,333 |
| 36,333 |
| 36,333 |
| 1.1% |
Class A Shares (7,500,000 shares)(22) |
|
| 11,633 |
| 16,110 |
| 0.4% |
Net Revenues Interest (25% of Net Revenues)(22) | | — |
| 4,066 |
| 0.1% |
| | | | 47,966 |
| 56,509 |
| 1.6% |
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)(20) | 40,808 |
| 40,808 |
| 40,808 |
| 1.2% |
Membership Interest (99%) |
|
| 19,907 |
| 19,745 |
| 0.5% |
| | | | 60,715 |
| 60,553 |
| 1.7% |
Edmentum Ultimate Holdings, LLC(47) | Minnesota / Consumer Services | Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00%, due 6/9/2020)(25)(26) | — |
| — |
| — |
| —% |
Unsecured Senior PIK Note (8.50% PIK, due 6/9/2020)(6) | 5,948 |
| 5,948 |
| 5,875 |
| 0.2% |
Unsecured Junior PIK Note (10.00% PIK, due 6/9/2020)(6) | 26,746 |
| 20,249 |
| 19,868 |
| 0.5% |
Class A Common Units (370,964.14 units) | | 6,577 |
| 6,577 |
| 0.2% |
| | | | 32,774 |
| 32,320 |
| 0.9% |
| | | | | | |
See notes to consolidated financial statements.
6
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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)(49) | | | | |
| | | | | | |
First Tower Finance Company LLC(29) | Mississippi / Consumer Finance | Subordinated Term Loan to First Tower, LLC (10.00% plus 12.00% PIK, due 6/24/2019)(6)(22) | $ | 251,246 |
| $ | 251,246 |
| $ | 251,246 |
| 7.0% |
Class A Shares (83,729,323 shares)(22) | | 66,473 |
| 112,378 |
| 3.1% |
| | | | 317,719 |
| 363,624 |
| 10.1% |
Freedom Marine Solutions, LLC(8) | Louisiana / Oil & Gas Services | Senior Secured Note to Vessel Company, LLC (18.00%, due 12/12/2016) | 3,500 |
| 3,500 |
| 3,500 |
| 0.1% |
Senior Secured Note to Vessel Company II, LLC (13.00%, due 11/25/2018) | 13,000 |
| 12,504 |
| 8,682 |
| 0.2% |
Senior Secured Note to Vessel Company III, LLC (13.00%, due 12/3/2018) | 16,000 |
| 16,000 |
| 13,794 |
| 0.4% |
Membership Interest (100%) | | 7,808 |
| 1,121 |
| —% |
| | | | 39,812 |
| 27,097 |
| 0.7% |
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)(20) | 30,535 |
| 28,925 |
| 8,896 |
| 0.2% |
Series A Convertible Preferred Stock (99,900 shares) | | 25,950 |
| — |
| —% |
| | | | 54,875 |
| 8,896 |
| 0.2% |
Harbortouch Payments, LLC(43) | Pennsylvania / Business Services | Senior Secured Term Loan A (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor), due 9/30/2017)(3)(4)(20) | 128,820 |
| 128,820 |
| 128,820 |
| 3.6% |
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)(20) | 144,878 |
| 144,878 |
| 144,878 |
| 4.0% |
Senior Secured Term Loan C (13.00% (LIBOR + 9.00% with 4.00% LIBOR floor), due 9/29/2018)(4)(20) | 21,762 |
| 21,762 |
| 21,762 |
| 0.6% |
Class C Shares (535 shares) | | 8,712 |
| 62,899 |
| 1.7% |
| | | | 304,172 |
| 358,359 |
| 9.9% |
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)(20) | 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)(4)(6)(20) | 16,442 |
| 16,442 |
| 16,442 |
| 0.5% |
Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due on demand)(22) | 7,200 |
| 7,200 |
| 5,496 |
| 0.2% |
Common Stock (42,053 shares) | | 6,849 |
| 12,261 |
| 0.3% |
| | | | 48,741 |
| 52,449 |
| 1.5% |
National Property REIT Corp.(40) | 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)(20) | 203,332 |
| 203,332 |
| 203,332 |
| 5.7% |
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)(20) | 131,606 |
| 131,606 |
| 131,606 |
| 3.6% |
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)(20) | 99,133 |
| 99,133 |
| 99,133 |
| 2.7% |
Common Stock (643,175 shares) | | 102,020 |
| 92,124 |
| 2.5% |
Net Operating Income Interest (5% of Net Operating Income) | | — |
| 21,101 |
| 0.6% |
| | | | 536,091 |
| 547,296 |
| 15.1% |
Nationwide Loan Company LLC(36) | Illinois / Consumer Finance | Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2019)(6)(22) | 14,820 |
| 14,820 |
| 14,820 |
| 0.4% |
Class A Shares (26,974,454.27 shares)(22) | | 14,794 |
| 19,018 |
| 0.5% |
| | | | 29,614 |
| 33,838 |
| 0.9% |
See notes to consolidated financial statements.
7
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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)(49) | | | | |
| | | | | | |
NMMB, Inc.(24) | New York / Media | Senior Secured Note (14.00%, due 5/6/2016) | $ | 3,714 |
| $ | 3,714 |
| $ | 3,714 |
| 0.1% |
Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2016) | 7,000 |
| 7,000 |
| 7,000 |
| 0.2% |
Series A Preferred Stock (7,200 shares) |
|
| 7,200 |
| 2,306 |
| 0.1% |
Series B Preferred Stock (5,669 shares) | | 5,669 |
| — |
| —% |
| | | | 23,583 |
| 13,020 |
| 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)(20) | 29,237 |
| 29,237 |
| 29,237 |
| 0.8% |
Common Stock (545,107 shares) | | 5,087 |
| 2,775 |
| 0.1% |
Warrant (to purchase 200,000 shares of Common Stock, expires 6/30/2017) | | 1,682 |
| 1,018 |
| —% |
| | | | 36,006 |
| 33,030 |
| 0.9% |
United Property REIT Corp.(41) | 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)(20) | 64,506 |
| 64,506 |
| 64,506 |
| 1.8% |
Common Stock (74,449 shares) | | 13,165 |
| 14,809 |
| 0.4% |
Net Operating Income Interest (5% of Net Operating Income) | | — |
| 10,632 |
| 0.3% |
| | | | 77,671 |
| 89,947 |
| 2.5% |
Valley Electric Company, Inc.(35) | 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)(20) | 10,406 |
| 10,406 |
| 10,406 |
| 0.3% |
Senior Secured Note (10.00% plus 8.50% PIK, due 12/31/2018)(6) | 22,767 |
| 22,767 |
| 22,767 |
| 0.6% |
Common Stock (50,000 shares) | | 26,204 |
| 4,223 |
| 0.1% |
| | | | 59,377 |
| 37,396 |
| 1.0% |
Wolf Energy, LLC(12) | 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)(37) | 32,112 |
| — |
| 2,326 |
| 0.1% |
Membership Interest (100%) | | — |
| — |
| —% |
Net Profits Interest (8% of Equity Distributions)(7) | | — |
| 85 |
| —% |
| | | | — |
| 2,411 |
| 0.1% |
Total Control Investments | | $ | 1,973,325 |
| $ | 2,012,700 |
| 55.7% |
|
| | | | | | | | | | |
Affiliate Investments (5.00% to 24.99% voting control)(50) | | | | |
| | | | | | |
BNN Holdings Corp. | Michigan / Healthcare | Series A Preferred Stock (9,925.455 shares)(13) | | $ | 1,780 |
| $ | 2,572 |
| 0.1% |
Series B Preferred Stock (1,753.636 shares)(13) | | 448 |
| 556 |
| —% |
| | | | 2,228 |
| 3,128 |
| 0.1% |
Total Affiliate Investments | $ | 2,228 |
| $ | 3,128 |
| 0.1% |
See notes to consolidated financial statements.
8
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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) | | | | |
| | | | | | |
Aderant North America, Inc. | Georgia / Software & Computer Services | Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 6/20/2019)(4)(16)(21) | $ | 7,000 |
| $ | 6,931 |
| $ | 7,000 |
| 0.2% |
| | | | 6,931 |
| 7,000 |
| 0.2% |
AFI Shareholder, LLC (f/k/a Aircraft Fasteners International, LLC) | California / Machinery | Class A Units (32,500 units) | — |
| 376 |
| 533 |
| —% |
| | | | 376 |
| 533 |
| —% |
Airmall Inc. | Pennsylvania / Property Management | Escrow Receivable | — |
| 5,880 |
| 3,901 |
| 0.1% |
| | | | 5,880 |
| 3,901 |
| 0.1% |
Ajax Rolled Ring & Machine, LLC | South Carolina / Manufacturing | Escrow Receivable | — |
| 1,264 |
| 2,222 |
| 0.1% |
| | | | 1,264 |
| 2,222 |
| 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)(16)(21) | 11,771 |
| 11,601 |
| 11,733 |
| 0.3% |
| | | | 11,601 |
| 11,733 |
| 0.3% |
American Gilsonite Company | Utah / Metal Services & Minerals | Second Lien Term Loan (11.50%, due 9/1/2017)(16) | 14,755 |
| 14,755 |
| 13,084 |
| 0.4% |
Membership Interest (99.9999%)(15) | — |
| — |
| — |
| —% |
| | | | 14,755 |
| 13,084 |
| 0.4% |
Apidos CLO IX | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 19.60%)(11)(22) | 23,525 |
| 20,533 |
| 22,946 |
| 0.6% |
| | | | 20,533 |
| 22,946 |
| 0.6% |
Apidos CLO XI | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.52%)(11)(22) | 38,340 |
| 30,890 |
| 30,289 |
| 0.8% |
| | | | 30,890 |
| 30,289 |
| 0.8% |
Apidos CLO XII | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 18.87%)(11)(22) | 44,063 |
| 36,762 |
| 37,440 |
| 1.0% |
| | | | 36,762 |
| 37,440 |
| 1.0% |
Apidos CLO XV | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.12%)(11)(22) | 36,515 |
| 33,078 |
| 29,558 |
| 0.8% |
| | | | 33,078 |
| 29,558 |
| 0.8% |
Apidos CLO XXII | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 16.53%)(11)(22)(48) | 31,350 |
| 26,773 |
| 26,806 |
| 0.7% |
| | | | 26,773 |
| 26,806 |
| 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)(20) | 150,000 |
| 150,000 |
| 147,346 |
| 4.1% |
| | | | 150,000 |
| 147,346 |
| 4.1% |
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)(21) | 21,603 |
| 21,603 |
| 19,604 |
| 0.5% |
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/8/2019)(4)(21) | 23,544 |
| 23,544 |
| 20,605 |
| 0.6% |
| | | | 45,147 |
| 40,209 |
| 1.1% |
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)(3)(4)(16)(20) | 7,000 |
| 6,892 |
| 6,374 |
| 0.2% |
| | | | 6,892 |
| 6,374 |
| 0.2% |
| | | | | | |
See notes to consolidated financial statements.
9
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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 – $4,000 Commitment (13.00% (LIBOR + 11.00% with 2.00% LIBOR floor), due 8/21/2016)(4)(20)(25)(26) | $ | 2,350 |
| $ | 2,350 |
| $ | 2,350 |
| 0.1% |
Senior Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 2/21/2018)(3)(4)(20) | 38,462 |
| 38,462 |
| 35,863 |
| 1.0% |
| | | | 40,812 |
| 38,213 |
| 1.1% |
BAART Programs, Inc. | California / Healthcare | Revolving Line of Credit – $5,000 Commitment (8.75% (LIBOR + 8.25% with 0.50% LIBOR floor), due 6/30/2018)(20)(25)(26) | — |
| — |
| — |
| —% |
Senior Secured Term Loan A (6.25% (LIBOR + 5.75% with 0.50% LIBOR floor), due 6/30/2020)(4)(20) | 21,366 |
| 21,366 |
| 21,793 |
| 0.6% |
Senior Secured Term Loan B (11.25% (LIBOR + 10.75% with 0.50% LIBOR floor), due 6/30/2020)(4)(20) | 21,500 |
| 21,500 |
| 22,145 |
| 0.6% |
Delayed Draw Term Loan – $10,500 Commitment (expires 12/31/2015)(25) | | — |
| — |
| —% |
| | | | 42,866 |
| 43,938 |
| 1.2% |
Babson CLO Ltd. 2014-III | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.11%)(11)(22)(48) | 52,250 |
| 46,603 |
| 45,565 |
| 1.3% |
| | | | 46,603 |
| 45,565 |
| 1.3% |
Broder Bros., Co. | Pennsylvania / Textiles, Apparel & Luxury Goods | Senior Secured Notes (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 4/8/2019)(3)(4)(21)(46) | 251,075 |
| 251,075 |
| 249,164 |
| 6.9% |
| | | | 251,075 |
| 249,164 |
| 6.9% |
Brookside Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 18.48%)(11)(22) | 26,000 |
| 20,990 |
| 22,927 |
| 0.6% |
| | | | 20,990 |
| 22,927 |
| 0.6% |
Caleel + Hayden, LLC | Colorado / Personal & Nondurable Consumer Products | Membership Interest(31) | | — |
| 303 |
| —% |
| | | | — |
| 303 |
| —% |
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)(21) | 102,500 |
| 101,907 |
| 101,892 |
| 2.8% |
| | | | 101,907 |
| 101,892 |
| 2.8% |
Cent CLO 17 Limited | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.79%)(11)(22) | 24,870 |
| 19,907 |
| 20,167 |
| 0.6% |
| | | | 19,907 |
| 20,167 |
| 0.6% |
Cent CLO 20 Limited | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 12.51%)(11)(22) | 40,275 |
| 34,950 |
| 32,087 |
| 0.9% |
| | | | 34,950 |
| 32,087 |
| 0.9% |
Cent CLO 21 Limited | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.29%)(11)(22)(48) | 48,528 |
| 41,719 |
| 40,353 |
| 1.1% |
| | | | 41,719 |
| 40,353 |
| 1.1% |
CIFC Funding 2011-I, Ltd. | Cayman Islands / Structured Finance | Class D Senior Secured Notes (5.32% (LIBOR + 5.00%, due 1/19/2023)(4)(9)(22)(20) | 19,000 |
| 15,684 |
| 18,446 |
| 0.5% |
Class E Subordinated Notes (7.32% (LIBOR + 7.00%, due 1/19/2023)(4)(9)(22)(20) | 15,400 |
| 13,062 |
| 14,336 |
| 0.4% |
| | | | 28,746 |
| 32,782 |
| 0.9% |
CIFC Funding 2013-III, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.18%)(11)(22) | 44,100 |
| 34,395 |
| 33,811 |
| 0.9% |
| | | | 34,395 |
| 33,811 |
| 0.9% |
CIFC Funding 2013-IV, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 16.03%)(11)(22) | 45,500 |
| 35,246 |
| 36,772 |
| 1.0% |
| | | | 35,246 |
| 36,772 |
| 1.0% |
See notes to consolidated financial statements.
10
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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) | | | | |
| | | | | | |
CIFC Funding 2014-IV Investor, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 14.72%)(11)(22)(48) | $ | 41,500 |
| $ | 33,724 |
| $ | 35,354 |
| 1.0% |
| | | | 33,724 |
| 35,354 |
| 1.0% |
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)(20) | 67,204 |
| 67,154 |
| 67,204 |
| 1.9% |
| | | | 67,154 |
| 67,204 |
| 1.9% |
Coverall North America, Inc. | Florida / Commercial Services | Senior Secured Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor), due 12/17/2017)(3)(4)(21) | 49,600 |
| 49,600 |
| 49,600 |
| 1.4% |
| | | | 49,600 |
| 49,600 |
| 1.4% |
Crosman Corporation | New York / Manufacturing | Senior Secured Term Loan A (9.00% (LIBOR + 8.70% with 0.30% LIBOR floor) plus 4.00% PIK, due 8/5/2020)(3)(4)(6)(21) | 52,761 |
| 52,761 |
| 52,129 |
| 1.4% |
Senior Secured Term Loan B (16.00% (LIBOR + 15.70% with 0.30% LIBOR floor) plus 4.00% PIK, due 8/5/2020)(3)(4)(6)(21) | 40,199 |
| 40,199 |
| 39,251 |
| 1.1% |
| | | | 92,960 |
| 91,380 |
| 2.5% |
Diamondback Operating, LP | Oklahoma / Oil & Gas Production | Net Profits Interest (15% of Equity Distributions)(7) | — |
| — |
| — |
| —% |
| | | | — |
| — |
| —% |
Empire Today, LLC | Illinois / Durable Consumer Products | Senior Secured Note (11.375%, due 2/1/2017)(16) | 15,700 |
| 15,544 |
| 13,818 |
| 0.4% |
| | | | 15,544 |
| 13,818 |
| 0.4% |
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)(20) | 24,446 |
| 24,446 |
| 24,446 |
| 0.7% |
Delayed Draw Term Loan – $15,000 Commitment (expires 4/30/2019)(25) | | — |
| — |
| —% |
| | | | 24,446 |
| 24,446 |
| 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)(16)(21) | 18,000 |
| 17,834 |
| 18,000 |
| 0.5% |
| | | | 17,834 |
| 18,000 |
| 0.5% |
Galaxy XV CLO, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.67%)(11)(22) | 39,275 |
| 30,079 |
| 31,905 |
| 0.9% |
| | | | 30,079 |
| 31,905 |
| 0.9% |
Galaxy XVI CLO, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.39%)(11)(22) | 24,575 |
| 20,073 |
| 19,910 |
| 0.6% |
| | | | 20,073 |
| 19,910 |
| 0.6% |
Galaxy XVII CLO, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 13.96%)(11)(22)(48) | 39,905 |
| 32,681 |
| 32,168 |
| 0.9% |
| | | | 32,681 |
| 32,168 |
| 0.9% |
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)(21) | 49,567 |
| 49,567 |
| 49,567 |
| 1.4% |
| | | | 49,567 |
| 49,567 |
| 1.4% |
Halcyon Loan Advisors Funding 2012-1 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 25.29%)(11)(22) | 23,188 |
| 19,661 |
| 23,249 |
| 0.6% |
| | | | 19,661 |
| 23,249 |
| 0.6% |
Halcyon Loan Advisors Funding 2013-1 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 23.47%)(11)(22) | 40,400 |
| 34,345 |
| 38,136 |
| 1.1% |
| | | | 34,345 |
| 38,136 |
| 1.1% |
Halcyon Loan Advisors Funding 2014-1 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 19.30%)(11)(22) | 24,500 |
| 20,436 |
| 21,719 |
| 0.6% |
| | | | 20,436 |
| 21,719 |
| 0.6% |
See notes to consolidated financial statements.
11
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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 2014-2 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 20.63%)(11)(22)(48) | $ | 41,164 |
| $ | 33,869 |
| $ | 36,727 |
| 1.0% |
| | | | 33,869 |
| 36,727 |
| 1.0% |
Halcyon Loan Advisors Funding 2015-3 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.91%)(11)(22)(48) | 39,598 |
| 38,415 |
| 37,639 |
| 1.0% |
| | | | 38,415 |
| 37,639 |
| 1.0% |
HarbourView CLO VII, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 17.08%)(11)(22)(48) | 19,025 |
| 14,826 |
| 13,908 |
| 0.4% |
| | | | 14,826 |
| 13,908 |
| 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)(16)(20) | 9,000 |
| 8,861 |
| 8,855 |
| 0.2% |
| | | | 8,861 |
| 8,855 |
| 0.2% |
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)(21) | 22,388 |
| 22,388 |
| 22,063 |
| 0.6% |
| | | | 22,388 |
| 22,063 |
| 0.6% |
ICON Health & Fitness, Inc. | Utah / Durable Consumer Products | Senior Secured Note (11.875%, due 10/15/2016)(16) | 16,100 |
| 16,081 |
| 16,016 |
| 0.4% |
| | | | 16,081 |
| 16,016 |
| 0.4% |
ICV-CSI Holdings, LLC | New York / Transportation | Membership Units (1.6 units) | — |
| 1,639 |
| 2,439 |
| 0.1% |
| | | | 1,639 |
| 2,439 |
| 0.1% |
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)(20) | 116,424 |
| 116,424 |
| 116,424 |
| 3.2% |
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/28/2019)(3)(4)(20) | 150,100 |
| 150,100 |
| 150,100 |
| 4.2% |
Senior Secured Term Loan C (12.75% (LIBOR + 11.75% with 1.00% LIBOR floor), due 3/28/2019)(4)(20) | 27,000 |
| 27,000 |
| 27,000 |
| 0.7% |
Delayed Draw Term Loan – $16,000 Commitment (expires 5/29/2016)(25) | | — |
| — |
| —% |
| | | | 293,524 |
| 293,524 |
| 8.1% |
Intelius, Inc. | | Revolving Line of Credit – $1,500 Commitment (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 7/1/2016)(4)(20) | — |
| — |
| — |
| —% |
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 7/1/2020)(4)(20) | 21,500 |
| 21,500 |
| 21,500 |
| 0.6% |
Senior Secured Term Loan B (12.50% (LIBOR + 11.50% with 1.00% LIBOR floor), due 7/1/2020)(4)(20) | 21,500 |
| 21,500 |
| 21,500 |
| 0.6% |
| | | | 43,000 |
| 43,000 |
| 1.2% |
InterDent, Inc. | California / Healthcare | Senior Secured Term Loan A (6.25% (LIBOR + 5.25% with 1.00% LIBOR floor), due 8/3/2017)(4)(21) | 80,200 |
| 80,200 |
| 80,200 |
| 2.2% |
Senior Secured Term Loan B (11.25% (LIBOR + 10.25% with 1.00% LIBOR floor), due 8/3/2017)(3)(4)(21) | 131,125 |
| 131,125 |
| 131,125 |
| 3.6% |
| | | | 211,325 |
| 211,325 |
| 5.8% |
JAC Holding Corporation | Michigan / Transportation | Senior Secured Note (11.50%, due 10/1/2019)(16) | 3,000 |
| 3,000 |
| 2,973 |
| 0.1% |
| | | | 3,000 |
| 2,973 |
| 0.1% |
| | | | | | |
See notes to consolidated financial statements.
12
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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) | | | | |
| | | | | | |
Jefferson Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.65%)(11)(22)(48) | $ | 19,500 |
| $ | 16,916 |
| $ | 16,777 |
| 0.5% |
| | | | 16,916 |
| 16,777 |
| 0.5% |
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)(20) | 35,342 |
| 35,342 |
| 35,342 |
| 1.0% |
| | | | 35,342 |
| 35,342 |
| 1.0% |
LaserShip, Inc. | Virginia / Transportation | Senior Secured Term Loan A (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor) plus 2.00% default interest, due 3/18/2019)(3)(4)(21) | 34,922 |
| 34,922 |
| 27,805 |
| 0.7% |
Senior Secured Term Loan B (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor) plus 2.00% default interest, due 3/18/2019)(3)(4)(21) | 21,416 |
| 21,416 |
| 17,048 |
| 0.5% |
Delayed Draw Term Loan – $6,000 Commitment (expires 12/31/2016)(25) | | — |
| — |
| —% |
| | | | 56,338 |
| 44,853 |
| 1.2% |
LCM XIV Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 16.54%)(11)(22) | 30,500 |
| 24,565 |
| 25,696 |
| 0.7% |
| | | | 24,565 |
| 25,696 |
| 0.7% |
Madison Park Funding IX, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 18.16%)(11)(22) | 31,110 |
| 23,522 |
| 25,868 |
| 0.7% |
| | | | 23,522 |
| 25,868 |
| 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)(20) | 33,702 |
| 33,702 |
| 33,702 |
| 0.9% |
Senior Secured Term Loan B (12.50% (LIBOR + 11.00% with 1.50% LIBOR floor), due 8/9/2018)(3)(4)(20) | 40,562 |
| 40,562 |
| 40,562 |
| 1.1% |
| | | | 74,264 |
| 74,264 |
| 2.0% |
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) | — |
| — |
| 303 |
| —% |
| | | | 1,252 |
| 2,340 |
| 0.1% |
Mountain View CLO 2013-I Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 19.96%)(11)(22) | 43,650 |
| 36,279 |
| 38,974 |
| 1.1% |
| | | | 36,279 |
| 38,974 |
| 1.1% |
Mountain View CLO IX Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 17.87%)(11)(22)(48) | 47,830 |
| 45,551 |
| 45,263 |
| 1.3% |
| | | | 45,551 |
| 45,263 |
| 1.3% |
Nathan's Famous, Inc. | New York / Food Products | Senior Secured Notes (10.00%, due 3/15/2020)(16) | 3,000 |
| 3,000 |
| 3,000 |
| 0.1% |
| | | | 3,000 |
| 3,000 |
| 0.1% |
NCP Finance Limited Partnership | Ohio / Consumer Finance | Subordinated Secured Term Loan (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)(3)(4)(16)(21)(22) | 16,252 |
| 16,021 |
| 16,143 |
| 0.4% |
| | | | 16,021 |
| 16,143 |
| 0.4% |
New Century Transportation, Inc. | New Jersey / Transportation | Senior Subordinated Term Loan (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 4.00% PIK, in non-accrual status effective 4/1/2014, due 2/3/2018)(4)(6)(21) | 187 |
| 187 |
| — |
| —% |
| | | | 187 |
| — |
| —% |
Nixon, Inc. | California / Durable Consumer Products | Senior Secured Term Loan (8.75% plus 2.75% PIK, due 4/16/2018)(3)(6)(16) | 14,022 |
| 13,860 |
| 13,686 |
| 0.4% |
| | | | 13,860 |
| 13,686 |
| 0.4% |
See notes to consolidated financial statements.
13
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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) | | | | |
| | | | | | |
Octagon Investment Partners XV, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 20.17%)(11)(22) | $ | 32,921 |
| $ | 27,580 |
| $ | 28,601 |
| 0.8% |
| | | | 27,580 |
| 28,601 |
| 0.8% |
Octagon Investment Partners XVIII, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 22.18%)(11)(22)(48) | 28,200 |
| 21,530 |
| 23,183 |
| 0.6% |
| | | | 21,530 |
| 23,183 |
| 0.6% |
Onyx Payments | 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)(20)(25)(26) | 2,000 |
| 2,000 |
| 2,000 |
| 0.1% |
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 9/10/2019)(3)(4)(20) | 51,328 |
| 51,328 |
| 51,328 |
| 1.4% |
Senior Secured Term Loan B (13.50% (LIBOR + 12.50% with 1.00% LIBOR floor), due 9/10/2019)(4)(20) | 59,389 |
| 59,389 |
| 59,389 |
| 1.6% |
| | | | 112,717 |
| 112,717 |
| 3.1% |
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)(21)(25)(26) | 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)(21) | 99,000 |
| 99,000 |
| 93,929 |
| 2.6% |
Senior Secured Term Loan B (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/26/2020)(3)(4)(21) | 99,000 |
| 99,000 |
| 82,591 |
| 2.3% |
| | | | 200,500 |
| 179,020 |
| 5.0% |
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)(16)(21) | 17,500 |
| 17,484 |
| 17,337 |
| 0.5% |
| | | | 17,484 |
| 17,337 |
| 0.5% |
PGX Holdings, Inc. | Utah / Consumer Services | Second Lien Term Loan (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)(3)(4)(21) | 135,000 |
| 135,000 |
| 135,000 |
| 3.7% |
| | | | 135,000 |
| 135,000 |
| 3.7% |
Photonis Technologies SAS | France / Aerospace & Defense | First Lien Term Loan (8.50% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(4)(16)(21)(22) | 10,343 |
| 10,132 |
| 10,051 |
| 0.3% |
| | | | 10,132 |
| 10,051 |
| 0.3% |
Pinnacle (US) Acquisition Co. Limited | Texas / Software & Computer Services | Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 8/3/2020)(4)(16)(20) | 7,037 |
| 6,896 |
| 6,760 |
| 0.2% |
| | | | 6,896 |
| 6,760 |
| 0.2% |
PlayPower, Inc. | North Carolina / Durable Consumer Products | Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 6/23/2022)(4)(16)(20) | 10,000 |
| 9,854 |
| 9,850 |
| 0.3% |
| | | | 9,854 |
| 9,850 |
| 0.3% |
Prime Security Services Borrower, LLC | Illinois / Consumer Services | Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 7/1/2022)(4)(16)(21) | 10,000 |
| 9,853 |
| 9,850 |
| 0.3% |
| | | | 9,853 |
| 9,850 |
| 0.3% |
PrimeSport, Inc. | Georgia / Hotels, Restaurants & Leisure | Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 2/11/2021)(3)(4)(20) | 54,091 |
| 54,091 |
| 54,091 |
| 1.5% |
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 2/11/2021)(3)(4)(20) | 74,500 |
| 74,500 |
| 74,500 |
| 2.1% |
| | | | 128,591 |
| 128,591 |
| 3.6% |
Prince Mineral Holding Corp. | New York / Metal Services & Minerals | Senior Secured Term Loan (11.50%, due 12/15/2019)(16) | 10,000 |
| 9,919 |
| 9,108 |
| 0.3% |
| | | | 9,919 |
| 9,108 |
| 0.3% |
See notes to consolidated financial statements.
14
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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) | | | | |
| | | | | | |
Rocket Software, Inc. | Massachusetts / Software & Computer Services | Second Lien Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 2/8/2019)(3)(4)(16)(20) | $ | 20,000 |
| $ | 19,812 |
| $ | 20,000 |
| 0.6% |
| | | | 19,812 |
| 20,000 |
| 0.6% |
Royal Holdings, Inc. | Indiana / Chemicals | Second Lien Term Loan (8.50% (LIBOR + 7.50% with 1.00% LIBOR floor), due 6/19/2023)(4)(16)(21) | 5,000 |
| 4,963 |
| 4,972 |
| 0.1% |
| | | | 4,963 |
| 4,972 |
| 0.1% |
Security Alarm Financing Enterprises, L.P. | California / Consumer Services | Subordinated Unsecured Notes (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 12/19/2020)(4)(21) | 25,000 |
| 25,000 |
| 24,909 |
| 0.7% |
| | | | 25,000 |
| 24,909 |
| 0.7% |
SESAC Holdco II LLC | Tennessee / Media | Second Lien Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 4/22/2021)(3)(4)(16)(20) | 10,000 |
| 9,857 |
| 9,915 |
| 0.3% |
| | | | 9,857 |
| 9,915 |
| 0.3% |
SITEL Worldwide Corporation | | Second Lien Term Loan (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 9/18/2022)(3)(4)(16)(21) | 16,000 |
| 15,681 |
| 15,680 |
| 0.4% |
| | | | 15,681 |
| 15,680 |
| 0.4% |
Small Business Whole Loan Portfolio | New York / Online Lending | 4 small business loans purchased from Direct Capital Corporation | 8 |
| 8 |
| 8 |
| —% |
1,137 small business loans purchased from On Deck Capital, Inc. | 15,004 |
| 15,004 |
| 14,264 |
| 0.4% |
Subordinated Notes (Residual Interest, current yield 43.69%) in MarketPlace Loan Trust, Series 2015-OD2 |
|
| 3,397 |
| 2,702 |
| 0.1% |
| | | | 18,409 |
| 16,974 |
| 0.5% |
Spartan Energy Services, Inc. | Louisiana / Oil & Gas Services | Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 12/28/2017)(3)(4)(21) | 13,333 |
| 13,333 |
| 13,019 |
| 0.3% |
Senior Secured Term Loan B (11.00% (LIBOR + 10.00% with 1.00% LIBOR floor), due 12/28/2017)(3)(4)(21) | 13,846 |
| 13,846 |
| 13,402 |
| 0.4% |
| | | | 27,179 |
| 26,421 |
| 0.7% |
Speedy Group Holdings Corp. | Canada / Consumer Finance | Senior Unsecured Notes (12.00%, due 11/15/2017)(16)(22) | 15,000 |
| 15,000 |
| 15,000 |
| 0.4% |
| | | | 15,000 |
| 15,000 |
| 0.4% |
Stauber Performance Ingredients, Inc. | California / Food Products | Senior Secured Term Loan A (7.50% (LIBOR + 6.50% with 1.00% LIBOR floor), due 11/25/2019)(3)(4)(20) | 9,524 |
| 9,524 |
| 9,524 |
| 0.2% |
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 11/25/2019)(3)(4)(20) | 9,787 |
| 9,787 |
| 9,787 |
| 0.3% |
| | | | 19,311 |
| 19,311 |
| 0.5% |
Stryker Energy, LLC | Ohio / Oil & Gas Production | Overriding Royalty Interests(18) | — |
| — |
| — |
| —% |
| | | | — |
| — |
| —% |
Sudbury Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.92%)(11)(22) | 28,200 |
| 22,034 |
| 22,484 |
| 0.6% |
| | | | 22,034 |
| 22,484 |
| 0.6% |
Symphony CLO IX Ltd. | Cayman Islands / Structured Finance | Preference Shares (Residual Interest, current yield 20.76%)(11)(22) | 45,500 |
| 34,065 |
| 38,118 |
| 1.1% |
| | | | 34,065 |
| 38,118 |
| 1.1% |
Symphony CLO XIV Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 12.24%)(11)(22)(48) | 49,250 |
| 42,166 |
| 42,649 |
| 1.2% |
| | | | 42,166 |
| 42,649 |
| 1.2% |
See notes to consolidated financial statements.
15
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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) | | | | |
| | | | | | |
Symphony CLO XV, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 11.72%)(11)(22) | $ | 50,250 |
| $ | 45,559 |
| $ | 44,952 |
| 1.2% |
| | | | 45,559 |
| 44,952 |
| 1.2% |
System One Holdings, LLC | Pennsylvania / Business Services | Senior Secured Term Loan (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 11/17/2020)(3)(4)(21) | 79,946 |
| 79,946 |
| 79,946 |
| 2.2% |
| | | | 79,946 |
| 79,946 |
| 2.2% |
Targus Group International, Inc. | California / Durable Consumer Products | First Lien Term Loan (11.75% (PRIME + 8.50%) plus 1.00% PIK and 2.00% default interest, due 5/24/2016)(4)(6)(16) | 21,542 |
| 21,461 |
| 16,860 |
| 0.5% |
| | | | 21,461 |
| 16,860 |
| 0.5% |
Tolt Solutions, Inc. | South Carolina / Business Services | Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 3/7/2019)(3)(4)(20) | 47,482 |
| 47,482 |
| 47,482 |
| 1.3% |
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/7/2019)(3)(4)(20) | 48,900 |
| 48,900 |
| 48,900 |
| 1.4% |
| | | | 96,382 |
| 96,382 |
| 2.7% |
TouchTunes Interactive Networks, Inc. | New York / Media | Second Lien Term Loan (9.25% (LIBOR + 8.25% with 1.00% LIBOR floor), due 5/29/2022)(4)(16)(21) | 5,000 |
| 4,928 |
| 4,926 |
| 0.1% |
| | | | 4,928 |
| 4,926 |
| 0.1% |
Traeger Pellet Grills LLC | Oregon / Durable Consumer Products | Senior Secured Term Loan A (6.50% (LIBOR + 4.50% with 2.00% LIBOR floor), due 6/18/2018)(3)(4)(20) | 35,363 |
| 35,363 |
| 35,363 |
| 1.0% |
Senior Secured Term Loan B (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 6/18/2018)(3)(4)(20) | 36,787 |
| 36,787 |
| 36,787 |
| 1.0% |
| | | | 72,150 |
| 72,150 |
| 2.0% |
Transaction Network Services, Inc. | Virginia / Telecommunication Services | Second Lien Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 8/14/2020)(4)(16)(21) | 4,595 |
| 4,573 |
| 4,595 |
| 0.1% |
| | | | 4,573 |
| 4,595 |
| 0.1% |
Trinity Services Group, Inc. | Florida / Food Products | Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 8/13/2019)(4)(20) | 9,776 |
| 9,776 |
| 9,776 |
| 0.3% |
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 8/13/2019)(3)(4)(20) | 100,000 |
| 100,000 |
| 100,000 |
| 2.7% |
| | | | 109,776 |
| 109,776 |
| 3.0% |
United Sporting Companies, Inc. | South Carolina / Durable Consumer Products | Second Lien Term Loan (12.75% (LIBOR + 11.00% with 1.75% LIBOR floor), due 5/16/2018)(3)(4)(21) | 158,238 |
| 158,238 |
| 142,198 |
| 3.9% |
| | | | 158,238 |
| 142,198 |
| 3.9% |
United States Environmental Services, LLC | Texas / Commercial Services | Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 3/31/2019)(3)(4)(20) | 23,100 |
| 23,100 |
| 21,559 |
| 0.6% |
Senior Secured Term Loan B (13.50% (LIBOR + 12.50% with 1.00% LIBOR floor), due 3/31/2019)(3)(4)(20) | 36,000 |
| 36,000 |
| 31,764 |
| 0.9% |
| | | | 59,100 |
| 53,323 |
| 1.5% |
See notes to consolidated financial statements.
16
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | September 30, 2015 (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) | | | | |
| | | | | | |
USG Intermediate, LLC | Texas / Durable Consumer Products | Revolving Line of Credit – $5,000 Commitment (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 4/15/2016)(4)(21)(25)(26) | $ | 2,800 |
| $ | 2,800 |
| $ | 2,800 |
| 0.1% |
Senior Secured Term Loan A (7.50% (LIBOR + 6.50% with 1.00% LIBOR floor), due 4/15/2020)(3)(4)(21) | 21,335 |
| 21,335 |
| 21,335 |
| 0.6% |
Senior Secured Term Loan B (12.50% (LIBOR + 11.50% with 1.00% LIBOR floor), due 4/15/2020)(3)(4)(21) | 21,615 |
| 21,615 |
| 21,615 |
| 0.6% |
Equity | — |
| 1 |
| — |
| —% |
| | | | 45,751 |
| 45,750 |
| 1.3% |
Venio LLC | Pennsylvania / Business Services | Second Lien Term Loan (12.00% (LIBOR + 9.50% with 2.50% LIBOR floor), due 2/19/2020)(3)(4)(20) | 17,000 |
| 17,000 |
| 15,462 |
| 0.4% |
| | | | 17,000 |
| 15,462 |
| 0.4% |
Voya CLO 2012-2, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 18.13%)(11)(22) | 38,070 |
| 29,363 |
| 31,558 |
| 0.9% |
| | | | 29,363 |
| 31,558 |
| 0.9% |
Voya CLO 2012-3, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 17.63%)(11)(22) | 46,632 |
| 36,082 |
| 37,106 |
| 1.0% |
| | | | 36,082 |
| 37,106 |
| 1.0% |
Voya CLO 2012-4, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 17.10%)(11)(22) | 40,613 |
| 32,008 |
| 33,748 |
| 0.9% |
| | | | 32,008 |
| 33,748 |
| 0.9% |
Voya CLO 2014-1, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 16.52%)(11)(22)(48) | 32,383 |
| 27,810 |
| 27,919 |
| 0.8% |
| | | | 27,810 |
| 27,919 |
| 0.8% |
Washington Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.05%)(11)(22)(48) | 22,600 |
| 19,805 |
| 19,438 |
| 0.5% |
| | | | 19,805 |
| 19,438 |
| 0.5% |
Water Pik, Inc. | Colorado / Personal & Nondurable Consumer Products | Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 1/8/2021)(4)(16)(20) | 16,147 |
| 15,748 |
| 15,936 |
| 0.4% |
| | | | 15,748 |
| 15,936 |
| 0.4% |
Wheel Pros, LLC | Colorado / Business Services | Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(4)(20) | 12,000 |
| 12,000 |
| 12,000 |
| 0.3% |
Delayed Draw Term Loan – $3,000 Commitment (expires 12/30/2015)(25) | | — |
| — |
| —% |
| | | | 12,000 |
| 12,000 |
| 0.3% |
Wind River Resources Corporation | Utah / Oil & Gas Production | Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% default interest on principal and 16.00% default interest on past due interest, in non-accrual status effective 12/1/2008, past due)(4)(39) | 3,000 |
| 3,000 |
| — |
| —% |
Net Profits Interest (5% of Equity Distributions)(7) | | — |
| — |
| —% |
| | | | 3,000 |
| — |
| —% |
Total Non-Control/Non-Affiliate Investments (Level 3) | | $ | 4,466,440 |
| $ | 4,415,072 |
| 122.1% |
| | | | |
Total Portfolio Investments | | $ | 6,441,993 |
| $ | 6,430,900 |
| 177.9% |
See notes to consolidated financial statements.
17
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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)(49) | | | | |
| | | | | | |
American Property REIT Corp.(32) | 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)(20) | $ | 78,077 |
| $ | 78,077 |
| $ | 78,077 |
| 2.1% |
Common Stock (301,845 shares) | | 22,115 |
| 32,098 |
| 0.9% |
Net Operating Income Interest (5% of Net Operating Income) | | — |
| 8,081 |
| 0.2% |
| | | | 100,192 |
| 118,256 |
| 3.2% |
Arctic Energy Services, LLC(30) | Wyoming / Oil & Gas Services | Senior Secured Term Loan (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor), due 5/5/2019)(3)(4) | 31,640 |
| 31,640 |
| 31,640 |
| 0.9% |
Senior Subordinated Term Loan (14.00% (LIBOR + 11.00% with 3.00% LIBOR floor), due 5/5/2019)(3)(4) | 20,230 |
| 20,230 |
| 20,230 |
| 0.5% |
Class A Units (700 units) | | 8,879 |
| 8,374 |
| 0.2% |
Class C Units (10 units) | | 127 |
| 120 |
| —% |
| | | | 60,876 |
| 60,364 |
| 1.6% |
CCPI Inc.(33) | Ohio / Manufacturing | Senior Secured Term Loan A (10.00%, due 12/31/2017)(3) | 16,763 |
| 16,763 |
| 16,763 |
| 0.5% |
Senior Secured Term Loan B (12.00% plus 7.00% PIK, due 12/31/2017)(6) | 8,844 |
| 8,844 |
| 8,844 |
| 0.2% |
Common Stock (14,857 shares) | | 8,553 |
| 15,745 |
| 0.4% |
| | | | 34,160 |
| 41,352 |
| 1.1% |
CP Energy Services Inc.(38) | Oklahoma / Oil & Gas Services | Senior Secured Term Loan A to CP Well Testing, LLC (7.00% (LIBOR + 5.00% with 2.00% LIBOR floor), due 4/1/2019)(4)(20) | 11,035 |
| 11,035 |
| 11,035 |
| 0.3% |
Senior Secured Term Loan B to CP Well Testing, LLC (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor) plus 7.50% PIK, due 4/1/2019)(3)(4)(6)(20) | 74,493 |
| 74,493 |
| 74,493 |
| 2.0% |
Second Lien Term Loan to CP Well Testing, LLC (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor) plus 9.00% PIK, due 4/1/2019)(4)(6)(20) | 15,563 |
| 15,563 |
| 5,481 |
| 0.2% |
Common Stock (2,924 shares) | | 15,227 |
| — |
| —% |
| | | | 116,318 |
| 91,009 |
| 2.5% |
Credit Central Loan Company, LLC(34) | South Carolina / Consumer Finance | Subordinated Term Loan (10.00% plus 10.00% PIK, due 6/26/2019)(6)(22) | 36,333 |
| 36,333 |
| 36,333 |
| 1.0% |
Class A Shares (7,500,000 shares)(22) | | 11,633 |
| 14,529 |
| 0.4% |
Net Revenues Interest (25% of Net Revenues)(22) | | — |
| 4,310 |
| 0.1% |
| | | | 47,966 |
| 55,172 |
| 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)(20) | 40,808 |
| 40,808 |
| 40,808 |
| 1.1% |
Membership Interest (99%) | | 19,907 |
| 28,133 |
| 0.8% |
| | | | 60,715 |
| 68,941 |
| 1.9% |
Edmentum Ultimate Holdings, LLC(47) | Minnesota / Consumer Services | Second Lien Revolving Credit Facility to Edmentum, Inc. – $7,834 Commitment (5.00%, due 6/9/2020)(25)(26) | 4,896 |
| 4,896 |
| 4,896 |
| 0.1% |
Unsecured Senior PIK Note (8.50% PIK, due 6/9/2020)(6) | 5,875 |
| 5,875 |
| 5,875 |
| 0.2% |
Unsecured Junior PIK Note (10.00% PIK, due 6/9/2020)(6) | 19,868 |
| 19,868 |
| 19,868 |
| 0.5% |
Class A Common Units (370,964.14 units) | — |
| 6,577 |
| 6,577 |
| 0.2% |
| | | | 37,216 |
| 37,216 |
| 1.0% |
See notes to consolidated financial statements.
18
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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)(49) | | | | |
| | | | | | |
First Tower Finance Company LLC(29) | Mississippi / Consumer Finance | Subordinated Term Loan to First Tower, LLC (10.00% plus 12.00% PIK, due 6/24/2019)(6)(22) | $ | 251,578 |
| $ | 251,578 |
| $ | 251,578 |
| 6.8% |
Class A Shares (83,729,323 shares)(22) | | 66,473 |
| 114,372 |
| 3.1% |
| | | | 318,051 |
| 365,950 |
| 9.9% |
Freedom Marine Solutions, LLC(8) | Louisiana / Oil & Gas Services | Senior Secured Note to Vessel Company, LLC (18.00%, due 12/12/2016) | 3,500 |
| 3,500 |
| 3,500 |
| 0.1% |
Senior Secured Note to Vessel Company II, LLC (13.00%, due 11/25/2018) | 13,000 |
| 12,504 |
| 8,680 |
| 0.2% |
Senior Secured Note to Vessel Company III, LLC (13.00%, due 12/3/2018) | 16,000 |
| 16,000 |
| 13,790 |
| 0.4% |
Membership Interest (100%) | | 7,808 |
| 1,120 |
| —% |
| | | | 39,812 |
| 27,090 |
| 0.7% |
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)(20) | 26,844 |
| 26,000 |
| 6,918 |
| 0.2% |
Series A Convertible Preferred Stock (99,900 shares) | | 25,950 |
| — |
| —% |
| | | | 51,950 |
| 6,918 |
| 0.2% |
Harbortouch Payments, LLC(43) | Pennsylvania / Business Services | Senior Secured Term Loan A (9.00% (LIBOR + 7.00% with 2.00% LIBOR floor), due 9/30/2017)(3)(4)(20) | 128,980 |
| 128,980 |
| 128,980 |
| 3.5% |
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)(20) | 144,878 |
| 144,878 |
| 144,878 |
| 3.9% |
Senior Secured Term Loan C (13.00% (LIBOR + 9.00% with 4.00% LIBOR floor), due 9/29/2018)(4)(20) | 22,876 |
| 22,876 |
| 22,876 |
| 0.6% |
Class C Shares (535 shares) | | 8,725 |
| 80,202 |
| 2.2% |
| | | | 305,459 |
| 376,936 |
| 10.2% |
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)(20) | 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)(4)(6)(20) | 16,301 |
| 16,301 |
| 16,301 |
| 0.4% |
Subordinated Unsecured Note to Broda Enterprises ULC (10.00%, due on demand)(22) | 7,200 |
| 7,200 |
| 5,827 |
| 0.2% |
Common Stock (42,053 shares) | | 6,849 |
| 10,417 |
| 0.3% |
| | | | 48,600 |
| 50,795 |
| 1.4% |
National Property REIT Corp.(40) | 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)(20) | 202,629 |
| 202,629 |
| 202,629 |
| 5.5% |
Senior Secured Term Loan C (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 7.50% PIK, due 4/1/2019)(4)(6)(20) | 44,147 |
| 44,147 |
| 44,147 |
| 1.2% |
Senior Secured Term Loan D (14.00% (LIBOR + 12.00% with 2.00% LIBOR floor) plus 4.50% PIK, due 4/1/2019)(4)(6)(20) | 67,443 |
| 67,443 |
| 67,443 |
| 1.8% |
Senior Secured Term Loan A to ACL Loan Holdings, Inc. (6.00% (LIBOR + 4.00% with 2.00% LIBOR floor) plus 7.50% PIK, due 4/1/2019)(4)(6)(20) | 20,413 |
| 20,413 |
| 20,413 |
| 0.6% |
Senior Secured Term Loan B to ACL Loan Holdings, Inc. (14.00% (LIBOR + 12.00% with 2.00% LIBOR floor) plus 4.50% PIK, due 4/1/2019)(4)(6)(20) | 30,582 |
| 30,582 |
| 30,582 |
| 0.8% |
Common Stock (643,175 shares) | — |
| 84,446 |
| 87,002 |
| 2.3% |
Net Operating Income Interest (5% of Net Operating Income) | — |
| — |
| 19,673 |
| 0.5% |
| | | | 449,660 |
| 471,889 |
| 12.7% |
See notes to consolidated financial statements.
19
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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)(49) | | | | |
| | | | | | |
Nationwide Loan Company LLC(36) | Illinois / Consumer Finance | Senior Subordinated Term Loan to Nationwide Acceptance LLC (10.00% plus 10.00% PIK, due 6/18/2019)(6)(22) | $ | 14,820 |
| $ | 14,820 |
| $ | 14,820 |
| 0.4% |
Class A Shares (26,974,454.27 shares)(22) | | 14,795 |
| 19,730 |
| 0.5% |
| | | | 29,615 |
| 34,550 |
| 0.9% |
NMMB, Inc.(24) | New York / Media | Senior Secured Note (14.00%, due 5/6/2016) | 3,714 |
| 3,714 |
| 3,714 |
| 0.1% |
Senior Secured Note to Armed Forces Communications, Inc. (14.00%, due 5/6/2016) | 7,000 |
| 7,000 |
| 7,000 |
| 0.2% |
Series A Preferred Stock (7,200 shares) | | 7,200 |
| 1,338 |
| —% |
Series B Preferred Stock (5,669 shares) | | 5,669 |
| — |
| —% |
| | | | 23,583 |
| 12,052 |
| 0.3% |
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)(20) | 29,237 |
| 29,237 |
| 29,237 |
| 0.8% |
Common Stock (545,107 shares) | | 5,087 |
| 8,246 |
| 0.2% |
Warrant (to purchase 200,000 shares of Common Stock, expires 6/30/2017) | | 1,682 |
| 3,025 |
| 0.1% |
| | | | 36,006 |
| 40,508 |
| 1.1% |
United Property REIT Corp.(41) | 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)(20) | 62,768 |
| 62,768 |
| 62,768 |
| 1.7% |
Common Stock (74,449 shares) | | 12,860 |
| 11,216 |
| 0.3% |
Net Operating Income Interest (5% of Net Operating Income) | | — |
| 10,701 |
| 0.3% |
| | | | 75,628 |
| 84,685 |
| 2.3% |
Valley Electric Company, Inc.(35) | 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)(20) | 10,340 |
| 10,340 |
| 10,340 |
| 0.3% |
Senior Secured Note (10.00% plus 8.50% PIK, due 12/31/2018)(6) | 22,293 |
| 22,293 |
| 20,157 |
| 0.5% |
Common Stock (50,000 shares) | | 26,204 |
| — |
| —% |
| | | | 58,837 |
| 30,497 |
| 0.8% |
Wolf Energy, LLC(12) | 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)(37) | 32,112 |
| — |
| — |
| —% |
Membership Interest (100%) | | — |
| — |
| —% |
Net Profits Interest (8% of Equity Distributions)(7) | | — |
| 22 |
| —% |
| | | | — |
| 22 |
| —% |
Total Control Investments | | $ | 1,894,644 |
| $ | 1,974,202 |
| 53.3% |
|
| | | | | | | | | | | | |
Affiliate Investments (5.00% to 24.99% voting control)(50) | | | | |
| | | | | | |
BNN Holdings Corp. | Michigan / Healthcare | Senior Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 8/29/2019)(3)(4)(26) | $ | 21,182 |
| $ | 21,182 |
| $ | 21,182 |
| 0.6% |
Senior Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 8/29/2019)(3)(4)(26) | 21,740 |
| 21,740 |
| 21,740 |
| 0.6% |
Series A Preferred Stock (9,925.455 shares)(13) | | 1,780 |
| 2,569 |
| —% |
Series B Preferred Stock (1,753.636 shares)(13) | | 448 |
| 454 |
| —% |
| | | | 45,150 |
| 45,945 |
| 1.2% |
Total Affiliate Investments | | $ | 45,150 |
| $ | 45,945 |
| 1.2% |
See notes to consolidated financial statements.
20
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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) | | | | |
| | | | | | |
Aderant North America, Inc. | Georgia / Software & Computer Services | Second Lien Term Loan (10.00% (LIBOR + 8.75% with 1.25% LIBOR floor), due 6/20/2019)(4)(16)(21) | $ | 7,000 |
| $ | 6,928 |
| $ | 7,000 |
| 0.2% |
| | | | 6,928 |
| 7,000 |
| 0.2% |
AFI Shareholder, LLC (f/k/a Aircraft Fasteners International, LLC) | California / Machinery | Class A Units (32,500 units) | — |
| 376 |
| 563 |
| —% |
| | | | 376 |
| 563 |
| —% |
Airmall Inc.(27) | Pennsylvania / Property Management | Escrow Receivable | — |
| 5,880 |
| 3,814 |
| 0.1% |
| | | | 5,880 |
| 3,814 |
| 0.1% |
Ajax Rolled Ring & Machine, LLC(42) | South Carolina / Manufacturing | Escrow Receivable | — |
| 1,264 |
| 2,170 |
| 0.1% |
| | | | 1,264 |
| 2,170 |
| 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)(16)(21) | 11,771 |
| 11,593 |
| 11,771 |
| 0.3% |
| | | | 11,593 |
| 11,771 |
| 0.3% |
American Gilsonite Company | Utah / Metal Services & Minerals | Second Lien Term Loan (11.50%, due 9/1/2017)(16) | 15,755 |
| 15,755 |
| 14,287 |
| 0.4% |
Membership Interest (99.9999%)(15) | — |
| — |
| — |
| —% |
| | | | 15,755 |
| 14,287 |
| 0.4% |
Apidos CLO IX | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 22.56%)(11)(22) | 23,525 |
| 20,644 |
| 22,325 |
| 0.6% |
| | | | 20,644 |
| 22,325 |
| 0.6% |
Apidos CLO XI | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.64%)(11)(22) | 38,340 |
| 31,485 |
| 32,108 |
| 0.9% |
| | | | 31,485 |
| 32,108 |
| 0.9% |
Apidos CLO XII | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 17.68%)(11)(22) | 44,063 |
| 37,751 |
| 38,817 |
| 1.0% |
| | | | 37,751 |
| 38,817 |
| 1.0% |
Apidos CLO XV | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.07%)(11)(22) | 36,515 |
| 33,958 |
| 30,911 |
| 0.8% |
| | | | 33,958 |
| 30,911 |
| 0.8% |
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)(20) | 150,000 |
| 150,000 |
| 149,180 |
| 4.0% |
| | | | 150,000 |
| 149,180 |
| 4.0% |
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)(21) | 21,743 |
| 21,743 |
| 20,042 |
| 0.5% |
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 4/8/2019)(4)(21) | 23,697 |
| 23,697 |
| 21,675 |
| 0.6% |
| | | | 45,440 |
| 41,717 |
| 1.1% |
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)(3)(4)(16)(20) | 7,000 |
| 6,888 |
| 6,480 |
| 0.2% |
| | | | 6,888 |
| 6,480 |
| 0.2% |
Atlantis Health Care Group (Puerto Rico), Inc. | Puerto Rico / Healthcare | Revolving Line of Credit – $4,000 Commitment (13.00% (LIBOR + 11.00% with 2.00% LIBOR floor), due 8/21/2016)(4)(20)(25)(26) | 2,350 |
| 2,350 |
| 2,350 |
| 0.1% |
Senior Term Loan (10.00% (LIBOR + 8.00% with 2.00% LIBOR floor), due 2/21/2018)(3)(4)(20) | 38,561 |
| 38,561 |
| 35,189 |
| 0.9% |
| | | | 40,911 |
| 37,539 |
| 1.0% |
See notes to consolidated financial statements.
21
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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) | | | | |
| | | | | | |
BAART Programs, Inc. | California / Healthcare | Revolving Line of Credit – $5,000 Commitment (8.75% (LIBOR + 8.25% with 0.50% LIBOR floor), due 6/30/2018)(20)(25)(26) | $ | 1,000 |
| $ | 1,000 |
| $ | 1,000 |
| —% |
Senior Secured Term Loan A (6.25% (LIBOR + 5.75% with 0.50% LIBOR floor), due 6/30/2020)(4)(20) | 21,500 |
| 21,500 |
| 21,500 |
| 0.6% |
Senior Secured Term Loan B (11.25% (LIBOR + 10.75% with 0.50% LIBOR floor), due 6/30/2020)(4)(20) | 21,500 |
| 21,500 |
| 21,500 |
| 0.6% |
Delayed Draw Term Loan – $10,500 Commitment (expires 12/31/2015)(25) | — |
| — |
| — |
| —% |
| | | | 44,000 |
| 44,000 |
| 1.2% |
Babson CLO Ltd. 2014-III | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.25%)(11)(22)(48) | 52,250 |
| 47,799 |
| 47,148 |
| 1.3% |
| | | | 47,799 |
| 47,148 |
| 1.3% |
Broder Bros., Co. | Pennsylvania / Textiles, Apparel & Luxury Goods | Senior Secured Notes (10.25% (LIBOR + 9.00% with 1.25% LIBOR floor), due 4/8/2019)(3)(4)(21)(46) | 252,200 |
| 252,200 |
| 252,200 |
| 6.8% |
| | | | 252,200 |
| 252,200 |
| 6.8% |
Brookside Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 19.25%)(11)(22) | 26,000 |
| 21,432 |
| 24,566 |
| 0.7% |
| | | | 21,432 |
| 24,566 |
| 0.7% |
Caleel + Hayden, LLC | Colorado / Personal & Nondurable Consumer Products | Membership Interest(31) | — |
| — |
| 227 |
| —% |
| | | | — |
| 227 |
| —% |
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)(21) | 102,500 |
| 101,891 |
| 101,891 |
| 2.8% |
| | | | 101,891 |
| 101,891 |
| 2.8% |
Cent CLO 17 Limited | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.90%)(11)(22) | 24,870 |
| 20,309 |
| 20,922 |
| 0.6% |
| | | | 20,309 |
| 20,922 |
| 0.6% |
Cent CLO 20 Limited | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 12.49%)(11)(22) | 40,275 |
| 35,724 |
| 33,505 |
| 0.9% |
| | | | 35,724 |
| 33,505 |
| 0.9% |
Cent CLO 21 Limited | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 13.42%)(11)(22)(48) | 48,528 |
| 43,038 |
| 41,910 |
| 1.1% |
| | | | 43,038 |
| 41,910 |
| 1.1% |
CIFC Funding 2011-I, Ltd. | Cayman Islands / Structured Finance | Class D Senior Secured Notes (5.28% (LIBOR + 5.00%, due 1/19/2023)(4)(20)(22) | 19,000 |
| 15,604 |
| 18,175 |
| 0.5% |
Class E Subordinated Notes (7.28% (LIBOR + 7.00%, due 1/19/2023)(4)(20)(22) | 15,400 |
| 13,009 |
| 14,223 |
| 0.4% |
| | | | 28,613 |
| 32,398 |
| 0.9% |
CIFC Funding 2013-III, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.56%)(11)(22) | 44,100 |
| 35,412 |
| 35,599 |
| 1.0% |
| | | | 35,412 |
| 35,599 |
| 1.0% |
CIFC Funding 2013-IV, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.87%)(11)(22) | 45,500 |
| 36,124 |
| 38,265 |
| 1.0% |
| | | | 36,124 |
| 38,265 |
| 1.0% |
CIFC Funding 2014-IV Investor, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 13.83%)(11)(22)(48) | 41,500 |
| 34,921 |
| 36,195 |
| 1.0% |
| | | | 34,921 |
| 36,195 |
| 1.0% |
See notes to consolidated financial statements.
22
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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) | | | | |
| | | | | | |
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)(20) | $ | 67,449 |
| $ | 67,399 |
| $ | 67,449 |
| 1.8% |
| | | | 67,399 |
| 67,449 |
| 1.8% |
Coverall North America, Inc. | Florida / Commercial Services | Senior Secured Term Loan (11.50% (LIBOR + 8.50% with 3.00% LIBOR floor), due 12/17/2017)(3)(4)(21) | 49,922 |
| 49,922 |
| 49,922 |
| 1.3% |
| | | | 49,922 |
| 49,922 |
| 1.3% |
Crosman Corporation | New York / Manufacturing | Second Lien Term Loan (12.00% (LIBOR + 10.50% with 1.50% LIBOR floor), due 12/30/2019)(3)(4)(21) | 40,000 |
| 40,000 |
| 35,973 |
| 1.0% |
| | | | 40,000 |
| 35,973 |
| 1.0% |
Diamondback Operating, LP | Oklahoma / Oil & Gas Production | Net Profits Interest (15% of Equity Distributions)(7) | — |
| — |
| — |
| —% |
| | | | — |
| — |
| —% |
Empire Today, LLC | Illinois / Durable Consumer Products | Senior Secured Note (11.375%, due 2/1/2017)(16) | 15,700 |
| 15,518 |
| 13,070 |
| 0.4% |
| | | | 15,518 |
| 13,070 |
| 0.4% |
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)(20) | 24,446 |
| 24,446 |
| 24,446 |
| 0.7% |
Delayed Draw Term Loan – $15,000 Commitment (expires 4/30/2019)(25) | — |
| — |
| — |
| —% |
| | | | 24,446 |
| 24,446 |
| 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)(16)(21) | 18,000 |
| 17,821 |
| 18,000 |
| 0.5% |
| | | | 17,821 |
| 18,000 |
| 0.5% |
Galaxy XV CLO, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.65%)(11)(22) | 35,025 |
| 27,762 |
| 29,739 |
| 0.8% |
| | | | 27,762 |
| 29,739 |
| 0.8% |
Galaxy XVI CLO, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 13.97%)(11)(22) | 24,575 |
| 20,434 |
| 20,849 |
| 0.6% |
| | | | 20,434 |
| 20,849 |
| 0.6% |
Galaxy XVII CLO, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 13.43%)(11)(22)(48) | 39,905 |
| 33,493 |
| 33,742 |
| 0.9% |
| | | | 33,493 |
| 33,742 |
| 0.9% |
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)(21) | 49,567 |
| 49,567 |
| 49,567 |
| 1.3% |
| | | | 49,567 |
| 49,567 |
| 1.3% |
GTP Operations, LLC(10) | Texas / Software & Computer Services | Senior Secured Term Loan (10.00% (LIBOR + 5.00% with 5.00% LIBOR floor), due 12/11/2018)(3)(4)(20) | 116,411 |
| 116,411 |
| 116,411 |
| 3.1% |
| | | | 116,411 |
| 116,411 |
| 3.1% |
Halcyon Loan Advisors Funding 2012-1 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 30.89%)(11)(22) | 23,188 |
| 19,941 |
| 23,172 |
| 0.6% |
| | | | 19,941 |
| 23,172 |
| 0.6% |
Halcyon Loan Advisors Funding 2013-1 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 21.41%)(11)(22) | 40,400 |
| 34,936 |
| 39,208 |
| 1.1% |
| | | | 34,936 |
| 39,208 |
| 1.1% |
Halcyon Loan Advisors Funding 2014-1 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 17.17%)(11)(22) | 24,500 |
| 21,020 |
| 22,096 |
| 0.6% |
| | | | 21,020 |
| 22,096 |
| 0.6% |
See notes to consolidated financial statements.
23
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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 2014-2 Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 18.73%)(11)(22)(48) | $ | 41,164 |
| $ | 34,723 |
| $ | 37,555 |
| 1.0% |
| | | | 34,723 |
| 37,555 |
| 1.0% |
HarbourView CLO VII, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 17.84%)(11)(22)(48) | 19,025 |
| 15,252 |
| 15,197 |
| 0.4% |
| | | | 15,252 |
| 15,197 |
| 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)(16)(20) | 9,000 |
| 8,855 |
| 8,748 |
| 0.2% |
| | | | 8,855 |
| 8,748 |
| 0.2% |
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)(21) | 22,444 |
| 22,444 |
| 22,444 |
| 0.6% |
| | | | 22,444 |
| 22,444 |
| 0.6% |
ICON Health & Fitness, Inc. | Utah / Durable Consumer Products | Senior Secured Note (11.875%, due 10/15/2016)(16) | 16,100 |
| 16,103 |
| 16,100 |
| 0.4% |
| | | | 16,103 |
| 16,100 |
| 0.4% |
ICV-CSI Holdings, LLC | New York / Transportation | Membership Units (1.6 units) | — |
| 1,639 |
| 2,400 |
| 0.1% |
| | | | 1,639 |
| 2,400 |
| 0.1% |
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)(20) | 146,363 |
| 146,363 |
| 146,363 |
| 4.0% |
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/28/2019)(3)(4)(20) | 150,100 |
| 150,100 |
| 150,100 |
| 4.0% |
Senior Secured Term Loan C (12.75% (LIBOR + 11.75% with 1.00% LIBOR floor), due 3/28/2019)(4)(20) | 27,000 |
| 27,000 |
| 27,000 |
| 0.7% |
Delayed Draw Term Loan – $16,000 Commitment (expires 5/29/2016)(25) | — |
| — |
| — |
| —% |
| | | | 323,463 |
| 323,463 |
| 8.7% |
InterDent, Inc. | California / Healthcare | Senior Secured Term Loan A (6.25% (LIBOR + 5.25% with 1.00% LIBOR floor), due 8/3/2017)(4)(21) | 125,350 |
| 125,350 |
| 125,350 |
| 3.4% |
Senior Secured Term Loan B (11.25% (LIBOR + 10.25% with 1.00% LIBOR floor), due 8/3/2017)(3)(4)(21) | 131,125 |
| 131,125 |
| 131,125 |
| 3.5% |
| | | | 256,475 |
| 256,475 |
| 6.9% |
JAC Holding Corporation | Michigan / Transportation | Senior Secured Note (11.50%, due 10/1/2019)(16) | 3,000 |
| 3,000 |
| 3,000 |
| 0.1% |
| | | | 3,000 |
| 3,000 |
| 0.1% |
Jefferson Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.65%)(11)(22)(48) | 19,500 |
| 16,928 |
| 16,928 |
| 0.5% |
| | | | 16,928 |
| 16,928 |
| 0.5% |
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)(20) | 35,297 |
| 35,297 |
| 35,297 |
| 1.0% |
| | | | 35,297 |
| 35,297 |
| 1.0% |
See notes to consolidated financial statements.
24
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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% default interest, due 3/18/2019)(3)(4)(21) | $ | 35,156 |
| $ | 35,156 |
| $ | 30,778 |
| 0.8% |
Senior Secured Term Loan B (10.25% (LIBOR + 8.25% with 2.00% LIBOR floor) plus 2.00% default interest, due 3/18/2019)(3)(4)(21) | 21,555 |
| 21,555 |
| 18,866 |
| 0.5% |
Delayed Draw Term Loan – $6,000 Commitment (expires 12/31/2016)(25) | — |
| — |
| — |
| —% |
| | | | 56,711 |
| 49,644 |
| 1.3% |
LCM XIV Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 16.70%)(11)(22) | 26,500 |
| 22,636 |
| 23,163 |
| 0.6% |
| | | | 22,636 |
| 23,163 |
| 0.6% |
Madison Park Funding IX, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 21.64%)(11)(22) | 31,110 |
| 23,663 |
| 25,804 |
| 0.7% |
| | | | 23,663 |
| 25,804 |
| 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)(20) | 34,389 |
| 34,389 |
| 34,026 |
| 0.9% |
Senior Secured Term Loan B (12.50% (LIBOR + 11.00% with 1.50% LIBOR floor), due 8/9/2018)(3)(4)(20) | 40,562 |
| 40,562 |
| 40,562 |
| 1.1% |
| | | | 74,951 |
| 74,588 |
| 2.0% |
Maverick Healthcare Equity, LLC | Arizona / Healthcare | Preferred Units (1,250,000 units) | — |
| 1,252 |
| 2,190 |
| 0.1% |
Class A Common Units (1,250,000 units) | — |
| — |
| — |
| —% |
| | | | 1,252 |
| 2,190 |
| 0.1% |
Mountain View CLO 2013-I Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 18.47%)(11)(22) | 43,650 |
| 37,168 |
| 40,480 |
| 1.1% |
| | | | 37,168 |
| 40,480 |
| 1.1% |
Mountain View CLO IX Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.43%)(11)(22)(48) | 47,830 |
| 44,739 |
| 44,666 |
| 1.2% |
| | | | 44,739 |
| 44,666 |
| 1.2% |
Nathan's Famous, Inc. | New York / Food Products | Senior Secured Notes (10.00%, due 3/15/2020)(16) | 3,000 |
| 3,000 |
| 3,000 |
| 0.1% |
| | | | 3,000 |
| 3,000 |
| 0.1% |
NCP Finance Limited Partnership(23) | Ohio / Consumer Finance | Subordinated Secured Term Loan (11.00% (LIBOR + 9.75% with 1.25% LIBOR floor), due 9/30/2018)(3)(4)(16)(21)(22) | 16,305 |
| 16,065 |
| 16,305 |
| 0.4% |
| | | | 16,065 |
| 16,305 |
| 0.4% |
New Century Transportation, Inc. | New Jersey / Transportation | Senior Subordinated Term Loan (12.00% (LIBOR + 10.00% with 2.00% LIBOR floor) plus 4.00% PIK, in non-accrual status effective 4/1/2014, due 2/3/2018)(4)(6)(21) | 187 |
| 187 |
| — |
| —% |
| | | | 187 |
| — |
| —% |
Nixon, Inc. | California / Durable Consumer Products | Senior Secured Term Loan (8.75% plus 2.75% PIK, due 4/16/2018)(3)(6)(16) | 13,925 |
| 13,749 |
| 13,616 |
| 0.4% |
| | | | 13,749 |
| 13,616 |
| 0.4% |
Octagon Investment Partners XV, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 20.72%)(11)(22) | 28,571 |
| 24,515 |
| 26,461 |
| 0.7% |
| | | | 24,515 |
| 26,461 |
| 0.7% |
See notes to consolidated financial statements.
25
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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(44) | Texas / Diversified Financial Services | Revolving Line of Credit – $5,000 Commitment (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 9/10/2015)(4)(20)(25)(26) | $ | 2,000 |
| $ | 2,000 |
| $ | 2,000 |
| 0.1% |
Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 9/10/2019)(3)(4)(20) | 52,050 |
| 52,050 |
| 52,050 |
| 1.4% |
Senior Secured Term Loan B (13.50% (LIBOR + 12.50% with 1.00% LIBOR floor), due 9/10/2019)(4)(20) | 59,389 |
| 59,389 |
| 59,389 |
| 1.6% |
| | | | 113,439 |
| 113,439 |
| 3.1% |
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)(21)(25)(26) | 6,500 |
| 6,500 |
| 6,500 |
| 0.2% |
Senior Secured Term Loan A (6.00% (LIBOR + 5.00% with 1.00% LIBOR floor), due 9/26/2020)(4)(21) | 99,250 |
| 99,250 |
| 95,400 |
| 2.6% |
Senior Secured Term Loan B (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/26/2020)(3)(4)(21) | 99,250 |
| 99,250 |
| 81,772 |
| 2.2% |
| | | | 205,000 |
| 183,672 |
| 5.0% |
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)(16)(21) | 17,500 |
| 17,484 |
| 17,500 |
| 0.5% |
| | | | 17,484 |
| 17,500 |
| 0.5% |
PGX Holdings, Inc.(28) | Utah / Consumer Services | Second Lien Term Loan (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 9/29/2021)(3)(4)(21) | 135,000 |
| 135,000 |
| 135,000 |
| 3.6% |
| | | | 135,000 |
| 135,000 |
| 3.6% |
Photonis Technologies SAS | France / Aerospace & Defense | First Lien Term Loan (8.50% (LIBOR + 7.50% with 1.00% LIBOR floor), due 9/18/2019)(4)(16)(21)(22) | 10,369 |
| 10,145 |
| 9,734 |
| 0.3% |
| | | | 10,145 |
| 9,734 |
| 0.3% |
Pinnacle (US) Acquisition Co. Limited | Texas / Software & Computer Services | Second Lien Term Loan (10.50% (LIBOR + 9.25% with 1.25% LIBOR floor), due 8/3/2020)(4)(16)(20) | 7,037 |
| 6,890 |
| 6,612 |
| 0.2% |
| | | | 6,890 |
| 6,612 |
| 0.2% |
PlayPower, Inc. | North Carolina / Durable Consumer Products | Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 6/23/2022)(4)(16)(20) | 10,000 |
| 9,850 |
| 9,850 |
| 0.3% |
| | | | 9,850 |
| 9,850 |
| 0.3% |
Prime Security Services Borrower, LLC | Illinois / Consumer Services | Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 7/1/2022)(4)(16)(21) | 10,000 |
| 9,850 |
| 9,850 |
| 0.3% |
| | | | 9,850 |
| 9,850 |
| 0.3% |
PrimeSport, Inc. | Georgia / Hotels, Restaurants & Leisure | Revolving Line of Credit – $15,000 Commitment (9.50% (LIBOR + 8.50% with 1.00% LIBOR floor), due 7/31/2015)(4)(20)(25)(26) | 13,800 |
| 13,800 |
| 13,800 |
| 0.4% |
Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 2/11/2021)(3)(4)(20) | 54,227 |
| 54,227 |
| 54,227 |
| 1.4% |
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 2/11/2021)(3)(4) | 74,500 |
| 74,500 |
| 74,500 |
| 2.0% |
| | | | 142,527 |
| 142,527 |
| 3.8% |
Prince Mineral Holding Corp. | New York / Metal Services & Minerals | Senior Secured Term Loan (11.50%, due 12/15/2019)(16) | 10,000 |
| 9,915 |
| 9,458 |
| 0.3% |
| | | | 9,915 |
| 9,458 |
| 0.3% |
See notes to consolidated financial statements.
26
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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) | | | | |
| | | | | | |
Rocket Software, Inc. | Massachusetts / Software & Computer Services | Second Lien Term Loan (10.25% (LIBOR + 8.75% with 1.50% LIBOR floor), due 2/8/2019)(3)(4)(16)(20) | $ | 20,000 |
| $ | 19,801 |
| $ | 20,000 |
| 0.5% |
| | | | 19,801 |
| 20,000 |
| 0.5% |
Royal Holdings, Inc. | Indiana / Chemicals | Second Lien Term Loan (8.50% (LIBOR + 7.50% with 1.00% LIBOR floor), due 6/19/2023)(4)(16)(21) | 5,000 |
| 4,963 |
| 5,000 |
| 0.1% |
| | | | 4,963 |
| 5,000 |
| 0.1% |
Ryan, LLC | Texas / Business Services | Subordinated Unsecured Notes (12.00% (LIBOR + 9.00% with 3.00% LIBOR floor) plus 3.00% PIK, due 6/30/2018)(4)(6)(20) | 72,701 |
| 72,701 |
| 72,701 |
| 2.0% |
| | | | 72,701 |
| 72,701 |
| 2.0% |
Security Alarm Financing Enterprises, L.P.(45) | California / Consumer Services | Subordinated Unsecured Notes (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 12/19/2020)(4)(21) | 25,000 |
| 25,000 |
| 25,000 |
| 0.7% |
| | | | 25,000 |
| 25,000 |
| 0.7% |
SESAC Holdco II LLC | Tennessee / Media | Second Lien Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 4/22/2021)(3)(4)(16)(20) | 10,000 |
| 9,854 |
| 9,925 |
| 0.3% |
| | | | 9,854 |
| 9,925 |
| 0.3% |
Small Business Whole Loan Portfolio(19) | New York / Online Lending | 40 small business loans purchased from Direct Capital Corporation | 492 |
| 492 |
| 362 |
| —% |
2,306 small business loans purchased from On Deck Capital, Inc. | 50,066 |
| 50,066 |
| 50,530 |
| 1.4% |
| | | | 50,558 |
| 50,892 |
| 1.4% |
Spartan Energy Services, Inc. | Louisiana / Oil & Gas Services | Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 12/28/2017)(3)(4)(21) | 13,422 |
| 13,422 |
| 12,973 |
| 0.3% |
Senior Secured Term Loan B (11.00% (LIBOR + 10.00% with 1.00% LIBOR floor), due 12/28/2017)(3)(4)(21) | 13,935 |
| 13,935 |
| 13,664 |
| 0.4% |
| | | | 27,357 |
| 26,637 |
| 0.7% |
Speedy Group Holdings Corp. | Canada / Consumer Finance | Senior Unsecured Notes (12.00%, due 11/15/2017)(16)(22) | 15,000 |
| 15,000 |
| 15,000 |
| 0.4% |
| | | | 15,000 |
| 15,000 |
| 0.4% |
Stauber Performance Ingredients, Inc. | California / Food Products | Senior Secured Term Loan A (7.50% (LIBOR + 6.50% with 1.00% LIBOR floor), due 11/25/2019)(3)(4)(20) | 9,561 |
| 9,561 |
| 9,561 |
| 0.2% |
Senior Secured Term Loan B (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 11/25/2019)(3)(4)(20) | 9,799 |
| 9,799 |
| 9,799 |
| 0.3% |
| | | | 19,360 |
| 19,360 |
| 0.5% |
Stryker Energy, LLC | Ohio / Oil & Gas Production | Overriding Royalty Interests(18) | — |
| — |
| — |
| —% |
| | | | — |
| — |
| —% |
Sudbury Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.92%)(11)(22) | 28,200 |
| 22,562 |
| 24,425 |
| 0.7% |
| | | | 22,562 |
| 24,425 |
| 0.7% |
Symphony CLO IX Ltd. | Cayman Islands / Structured Finance | Preference Shares (Residual Interest, current yield 20.76%)(11)(22) | 45,500 |
| 34,797 |
| 40,034 |
| 1.1% |
| | | | 34,797 |
| 40,034 |
| 1.1% |
Symphony CLO XIV Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 12.24%)(11)(22)(48) | 49,250 |
| 44,018 |
| 45,641 |
| 1.2% |
| | | | 44,018 |
| 45,641 |
| 1.2% |
Symphony CLO XV, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 11.72%)(11)(22) | 50,250 |
| 46,994 |
| 46,452 |
| 1.3% |
| | | | 46,994 |
| 46,452 |
| 1.3% |
See notes to consolidated financial statements.
27
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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) | | | | |
| | | | | | |
System One Holdings, LLC | Pennsylvania / Business Services | Senior Secured Term Loan (10.50% (LIBOR + 9.50% with 1.00% LIBOR floor), due 11/17/2020)(3)(4)(21) | $ | 68,146 |
| $ | 68,146 |
| $ | 68,146 |
| 1.8% |
Delayed Draw Term Loan – $11,500 Commitment (expires 12/31/2015)(25) | — |
| — |
| — |
| —% |
| | | | 68,146 |
| 68,146 |
| 1.8% |
Targus Group International, Inc. | California / Durable Consumer Products | First Lien Term Loan (11.75% (PRIME + 8.50%) plus 1.00% PIK and 2.00% default interest, due 5/24/2016)(4)(6)(16) | 21,487 |
| 21,378 |
| 17,233 |
| 0.5% |
| | | | 21,378 |
| 17,233 |
| 0.5% |
TB Corp. | Texas / Hotels, Restaurants & Leisure | Senior Subordinated Note (12.00% plus 1.50% PIK, due 12/19/2018)(3)(6) | 23,628 |
| 23,628 |
| 23,628 |
| 0.6% |
| | | | 23,628 |
| 23,628 |
| 0.6% |
Therakos, Inc. | New Jersey / Healthcare | Second Lien Term Loan (10.75% (LIBOR + 9.50% with 1.25% LIBOR floor), due 6/27/2018)(4)(16)(20) | 13,000 |
| 12,808 |
| 13,000 |
| 0.4% |
| | | | 12,808 |
| 13,000 |
| 0.4% |
Tolt Solutions, Inc. | South Carolina / Business Services | Senior Secured Term Loan A (7.00% (LIBOR + 6.00% with 1.00% LIBOR floor), due 3/7/2019)(3)(4)(20) | 47,802 |
| 47,802 |
| 45,548 |
| 1.2% |
Senior Secured Term Loan B (12.00% (LIBOR + 11.00% with 1.00% LIBOR floor), due 3/7/2019)(3)(4)(20) | 48,900 |
| 48,900 |
| 46,155 |
| 1.2% |
| | | | 96,702 |
| 91,703 |
| 2.4% |
TouchTunes Interactive Networks, Inc. | New York / Media | Second Lien Term Loan (9.25% (LIBOR + 8.25% with 1.00% LIBOR floor), due 5/29/2022)(4)(16)(21) | 5,000 |
| 4,925 |
| 4,925 |
| 0.1% |
| | | | 4,925 |
| 4,925 |
| 0.1% |
Traeger Pellet Grills LLC | Oregon / Durable Consumer Products | Senior Secured Term Loan A (6.50% (LIBOR + 4.50% with 2.00% LIBOR floor), due 6/18/2018)(3)(4)(20) | 35,644 |
| 35,644 |
| 35,644 |
| 1.0% |
Senior Secured Term Loan B (11.50% (LIBOR + 9.50% with 2.00% LIBOR floor), due 6/18/2018)(3)(4)(20) | 36,881 |
| 36,881 |
| 36,881 |
| 1.0% |
| | | | 72,525 |
| 72,525 |
| 2.0% |
Transaction Network Services, Inc. | Virginia / Telecommunication Services | Second Lien Term Loan (9.00% (LIBOR + 8.00% with 1.00% LIBOR floor), due 8/14/2020)(4)(16)(21) | 4,595 |
| 4,573 |
| 4,595 |
| 0.1% |
| | | | 4,573 |
| 4,595 |
| 0.1% |
Trinity Services Group, Inc.(14) | Florida / Food Products | Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor), due 8/13/2019)(4)(20) | 9,825 |
| 9,825 |
| 9,825 |
| 0.3% |
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor), due 8/13/2019)(3)(4)(20) | 100,000 |
| 100,000 |
| 100,000 |
| 2.7% |
| | | | 109,825 |
| 109,825 |
| 3.0% |
United Sporting Companies, Inc.(5) | South Carolina / Durable Consumer Products | Second Lien Term Loan (12.75% (LIBOR + 11.00% with 1.75% LIBOR floor), due 5/16/2018)(3)(4)(21) | 158,238 |
| 158,238 |
| 145,618 |
| 3.9% |
| | | | 158,238 |
| 145,618 |
| 3.9% |
United States Environmental Services, LLC | Texas / Commercial Services | Senior Secured Term Loan A (6.50% (LIBOR + 5.50% with 1.00% LIBOR floor) plus 2.00% default interest, due 3/31/2019)(3)(4)(20) | 23,250 |
| 23,250 |
| 21,551 |
| 0.6% |
Senior Secured Term Loan B (11.50% (LIBOR + 10.50% with 1.00% LIBOR floor) plus 2.00% default interest, due 3/31/2019)(3)(4)(20) | 36,000 |
| 36,000 |
| 33,406 |
| 0.9% |
| | | | 59,250 |
| 54,957 |
| 1.5% |
See notes to consolidated financial statements.
28
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | | | |
| | | June 30, 2015 (Audited) |
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) | | | | |
| | | | | | |
USG Intermediate, LLC | Texas / Durable Consumer Products | Revolving Line of Credit – $5,000 Commitment (10.00% (LIBOR + 9.00% with 1.00% LIBOR floor), due 4/15/2016)(4)(21)(25)(26) | $ | — |
| $ | — |
| $ | — |
| —% |
Senior Secured Term Loan A (7.50% (LIBOR + 6.50% with 1.00% LIBOR floor), due 4/15/2020)(3)(4)(21) | 21,587 |
| 21,587 |
| 21,587 |
| 0.6% |
Senior Secured Term Loan B (12.50% (LIBOR + 11.50% with 1.00% LIBOR floor), due 4/15/2020)(3)(4)(21) | 21,695 |
| 21,695 |
| 21,695 |
| 0.6% |
Equity | — |
| 1 |
| — |
| —% |
| | | | 43,283 |
| 43,282 |
| 1.2% |
Venio LLC | Pennsylvania / Business Services | Second Lien Term Loan (12.00% (LIBOR + 9.50% with 2.50% LIBOR floor), due 2/19/2020)(3)(4)(20) | 17,000 |
| 17,000 |
| 16,042 |
| 0.4% |
| | | | 17,000 |
| 16,042 |
| 0.4% |
Voya CLO 2012-2, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 19.32%)(11)(22) | 38,070 |
| 30,002 |
| 32,391 |
| 0.9% |
| | | | 30,002 |
| 32,391 |
| 0.9% |
Voya CLO 2012-3, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 16.87%)(11)(22) | 46,632 |
| 37,208 |
| 38,465 |
| 1.0% |
| | | | 37,208 |
| 38,465 |
| 1.0% |
Voya CLO 2012-4, Ltd. | Cayman Islands / Structured Finance | Income Notes (Residual Interest, current yield 19.40%)(11)(22) | 40,613 |
| 32,918 |
| 34,977 |
| 0.9% |
| | | | 32,918 |
| 34,977 |
| 0.9% |
Voya CLO 2014-1, Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 15.25%)(11)(22)(48) | 32,383 |
| 28,886 |
| 29,170 |
| 0.8% |
| | | | 28,886 |
| 29,170 |
| 0.8% |
Washington Mill CLO Ltd. | Cayman Islands / Structured Finance | Subordinated Notes (Residual Interest, current yield 14.28%)(11)(22)(48) | 22,600 |
| 19,542 |
| 20,137 |
| 0.5% |
| | | | 19,542 |
| 20,137 |
| 0.5% |
Water Pik, Inc. | Colorado / Personal & Nondurable Consumer Products | Second Lien Term Loan (9.75% (LIBOR + 8.75% with 1.00% LIBOR floor), due 1/8/2021)(4)(16)(20) | 9,147 |
| 8,796 |
| 9,147 |
| 0.2% |
| | | | 8,796 |
| 9,147 |
| 0.2% |
Wheel Pros, LLC | Colorado / Business Services | Senior Subordinated Secured Note (11.00% (LIBOR + 7.00% with 4.00% LIBOR floor), due 6/29/2020)(3)(4)(20) | 12,000 |
| 12,000 |
| 12,000 |
| 0.3% |
Delayed Draw Term Loan – $3,000 Commitment (expires 12/30/2015)(25) | — |
| — |
| — |
| —% |
| | | | 12,000 |
| 12,000 |
| 0.3% |
Wind River Resources Corporation(39) | Utah / Oil & Gas Production | Senior Secured Note (13.00% (LIBOR + 7.50% with 5.50% LIBOR floor) plus 3.00% default interest on principal and 16.00% default interest on past due interest, in non-accrual status effective 12/1/2008, past due)(4)(39) | 3,000 |
| 3,000 |
| — |
| —% |
Net Profits Interest (5% of Equity Distributions)(7) | | — |
| — |
| —% |
| | | | 3,000 |
| — |
| —% |
Total Non-Control/Non-Affiliate Investments (Level 3) | | $ | 4,619,519 |
| $ | 4,589,151 |
| 124.0% |
| | | | |
Total Level 3 Portfolio Investments | | $ | 6,559,313 |
| $ | 6,609,298 |
| 178.5% |
See notes to consolidated financial statements.
29
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
|
| | | | | | | | | | |
| | | June 30, 2015 (Audited) |
Portfolio Company | Locale / Industry | Investments(1) | Principal Value | Cost | Fair Value(2) | % of Net Assets |
| | | | | | |
LEVEL 1 PORTFOLIO INVESTMENTS | | | | |
| | | | | | |
Non-Control/Non-Affiliate Investments (less than 5.00% voting control) | | | | |
| | | | | | |
Dover Saddlery, Inc. | Massachusetts / Retail | Common Stock (30,974 shares) | | $ | 63 |
| $ | 260 |
| —% |
| | | | 63 |
| 260 |
| —% |
Total Non-Control/Non-Affiliate Investments (Level 1) | $ | 63 |
| $ | 260 |
| —% |
| | | | |
Total Non-Control/Non-Affiliate Investments | $ | 4,619,582 |
| $ | 4,589,411 |
| 124.0% |
| | | | |
Total Portfolio Investments | $ | 6,559,376 |
| $ | 6,609,558 |
| 178.5% |
See notes to consolidated financial statements.
30
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015
| |
(1) | The terms “Prospect,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise. The securities in which Prospect has invested were acquired in transactions that were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These securities may be resold only in transactions that are exempt from registration under the Securities Act. |
| |
(2) | Fair value is determined by or under the direction of our Board of Directors. As of June 30, 2015, one of our portfolio investments, Dover Saddlery, Inc. (“Dover”), was publicly traded and classified as Level 1 within the valuation hierarchy established by ASC 820, Fair Value Measurement (“ASC 820”). On July 1, 2015 we redeemed our investment in Dover and realized a gain of $200. As of June 30, 2015, the fair value of our remaining portfolio investments was determined using significant unobservable inputs. As of September 30, 2015, all of our investments were classified as Level 3. ASC 820 classifies such inputs used to measure fair value as Level 3 within the valuation hierarchy. See Notes 2 and 3 within the accompanying notes to consolidated financial statements for further discussion. |
| |
(3) | Security, or a portion thereof, is held by Prospect Capital Funding LLC (“PCF”), our wholly-owned subsidiary and a bankruptcy remote special purpose entity, and is pledged as collateral for the Revolving Credit Facility and such security is not available as collateral to our general creditors (see Note 4). The fair values of these investments held by PCF at September 30, 2015 and June 30, 2015 were $1,504,847 and $1,511,585, respectively; they represent 23.4% and 22.9% of our total investments, respectively. |
| |
(4) | Security, or a portion thereof, has a floating interest rate which may be subject to a LIBOR or PRIME floor. Stated interest rate was in effect at September 30, 2015 and June 30, 2015. |
| |
(5) | Ellett Brothers, LLC, Evans Sports, Inc., Jerry’s Sports, Inc., Simmons Gun Specialties, Inc., Bonitz Brothers, Inc., and Outdoor Sports Headquarters, Inc. are joint borrowers on the second lien term loan. United Sporting Companies, Inc. is a parent guarantor of this debt investment. |
| |
(6) | The interest rate on these investments contains a PIK provision, whereby the issuer has either the option or the obligation to make interest payments with the issuance of additional securities. The interest rate in the schedule represents the current interest rate in effect for these investments. |
See notes to consolidated financial statements.
31
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
The following table provides additional details on these PIK investments, including the maximum PIK interest rate allowed under the existing credit agreements, as of September 30, 2015:
|
| | | | |
Security Name ** | PIK Rate - Capitalized | PIK Rate - Paid as cash | Maximum Current PIK Rate | |
American Property REIT Corp. | 2.75% | 2.75% | 5.5% | |
CCPI Inc. | 7% | —% | 7% | |
Cinedigm DC Holdings, LLC | 2.5% | —% | 2.5% | |
CP Energy Services Inc. - Senior Secured Term Loan B | 7.5% | —% | 7.5% | *** |
CP Energy Services Inc. - Second Lien Term Loan | 9% | —% | 9% | *** |
Credit Central Loan Company | —% | 10% | 10% | |
Crosman Corporation - Senior Secured Term Loan A | 4.00% | —% | 4% | |
Crosman Corporation - Senior Secured Term Loan B | 4% | —% | 4% | |
Echelon Aviation LLC | —% | 2.25% | 2.25% | |
First Tower Finance Company LLC | —% | 12% | 12% | |
Harbortouch Payments, LLC | N/A | N/A | 5.5% | * |
JHH Holdings, Inc. | 0.50% | 0.00% | 0.5% | |
Edmentum Ultimate Holdings, LLC - Senior PIK Note | 8.5% | —% | 8.5% | |
Edmentum Ultimate Holdings, LLC - Junior PIK Note | 10% | —% | 10% | |
Mity, Inc. | 3.35% | 6.65% | 10% | |
Nationwide Loan Company LLC | —% | 10% | 10% | |
Nixon, Inc. | 2.75% | —% | 2.75% | |
National Property REIT Corp. - Senior Secured Term Loan A | 1.38% | 4.13% | 5.5% | |
National Property REIT Corp. - Senior Secured Term Loan C | —% | 5% | 5% | |
National Property REIT Corp. - Senior Secured Term Loan E | —% | 5% | 5% | |
United Property REIT Corp. | —% | 5.5% | 5.5% | |
Valley Electric Co. of Mt. Vernon, Inc. | 2.5% | —% | 2.5% | |
Valley Electric Company, Inc. | 8.5% | —% | 8.5% | |
Targus Group International, Inc. | 1% | —% | 1% | |
*PIK is capitalized annually; next PIK payment date is 4/1/16
**The table above excludes impaired debt which is on non-accrual status
***Investment was changed to non-accrual basis as of 9/30/15 and all capitalized PIK was reserved
See notes to consolidated financial statements.
32
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
The following table provides additional details on these PIK investments, including the maximum PIK interest rate allowed under the existing credit agreements, as of June 30, 2015:
|
| | | | |
Security Name ** | PIK Rate - Capitalized | PIK Rate - Paid as cash | Maximum Current PIK Rate | |
American Property REIT Corp. | —% | 5.5% | 5.5% | |
CCPI Inc. | 7% | —% | 7% | |
Cinedigm DC Holdings, LLC | 2.5% | —% | 2.5% | |
CP Energy Services Inc. - Senior Secured Term Loan B | 7.5% | —% | 7.5% | |
CP Energy Services Inc. - Second Lien Term Loan | 9% | —% | 9% | |
Credit Central Loan Company, LLC | —% | 10% | 10% | |
Echelon Aviation LLC | N/A | N/A | 2.25% | |
First Tower Finance Company LLC | 1.64% | 10.36% | 12% | |
Harbortouch Payments, LLC | 5.5% | —% | 5.5% | * |
JHH Holdings, Inc. | 0.5% | —% | 0.5% | |
Edmentum Ultimate Holdings, LLC - Unsecured Senior PIK Note | N/A | N/A | 8.5% |
|
Edmentum Ultimate Holdings, LLC - Unsecured Junior PIK Note | N/A | N/A | 10% |
|
Mity, Inc. | 10% | —% | 10% | |
Nationwide Loan Company LLC | —% | 10% | 10% | |
Nixon, Inc. | 2.75% | —% | 2.75% | |
National Property REIT Corp. - Senior Secured Term Loan A | —% | 5.5% | 5.5% | |
National Property REIT Corp. - Senior Secured Term Loan C | —% | 7.5% | 7.5% | |
National Property REIT Corp. - Senior Secured Term Loan D | —% | 4.5% | 4.5% | |
National Property REIT Corp. - Senior Secured Term Loan A to ACL Loan Holdings, Inc. | —% | 7.5% | 7.5% | |
National Property REIT Corp. - Senior Secured Term Loan B to ACL Loan Holdings, Inc. | —% | 4.5% | 4.5% | |
Ryan, LLC | 3% | —% | 3% | |
United Property REIT Corp. | —% | 5.5% | 5.5% | |
Valley Electric Co. of Mt. Vernon, Inc. | 2.5% | —% | 2.5% | |
Valley Electric Company, Inc. | 8.5% | —% | 8.5% | |
Targus Group International, Inc. | 1% | —% | 1% | |
*PIK is capitalized annually; next PIK payment date is 4/1/16
**PIK is capitalized quarterly; next PIK payment date is 7/31/15
***The table above excludes impaired debt which is on non-accrual status
| |
(7) | In addition to the stated returns, the net profits interest held will be realized upon sale of the borrower or a sale of the interests. |
| |
(8) | Energy Solutions Holdings Inc., a consolidated entity in which we own 100% of equity, owns 100% of Freedom Marine Solutions, LLC (“Freedom Marine”), which owns Vessel Company, LLC, Vessel Company II, LLC and Vessel Company III, LLC. We report Freedom Marine as a separate controlled company. |
| |
(9) | This investment is in the debt class of a CLO security. |
| |
(10) | GTP Operations, LLC, Transplace, LLC, CI (Transplace) International, LLC, Transplace Freight Services, LLC, Transplace Texas, LP, Transplace Stuttgart, LP, Transplace International, Inc., Celtic International, LLC, and Treetop Merger Sub, LLC are joint borrowers on the senior secured term loan. |
| |
(11) | The CLO equity investments are entitled to recurring distributions which are generally equal to the excess cash flow generated from the underlying investments after payment of the contractual payments to debt holders and fund expenses. The current estimated yield is based on the current projections of this excess cash flow taking into account assumptions which have been made regarding expected prepayments, losses and future reinvestment rates. These assumptions are periodically reviewed and adjusted. Ultimately, the actual yield may be higher or lower than the estimated yield if actual results differ from those used for the assumptions. |
See notes to consolidated financial statements.
33
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
| |
(12) | This investment is in the equity class of a CLO security. |
| |
(13) | On a fully diluted basis represents 10.00% of voting common shares. |
| |
(14) | Trinity Services Group, Inc. and Trinity Services I, LLC are joint borrowers on the senior secured loan facility. |
| |
(15) | We own 99.9999% of AGC/PEP, LLC. AGC/PEP, LLC owns 2,037.65 out of a total of 83,818.69 shares (including 5,111 vested and unvested management options) of American Gilsonite Holding Company which owns 100% of American Gilsonite Company. |
| |
(16) | Syndicated investment which was originated by a financial institution and broadly distributed. |
| |
(17) | MITY Holdings of Delaware Inc. (“MITY Delaware”), a consolidated entity in which we own 100% of the common stock, owns 94.99% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”). MITY owns 100% of each of MITY-Lite, Inc.; Broda Enterprises USA, Inc.; and Broda Enterprises ULC (“Broda Canada”). We report MITY as a separate controlled company. MITY Delaware has a subordinated unsecured note issued and outstanding to Broda Canada that is denominated in Canadian Dollars (CAD). As of September 30, 2015, the principal balance of this note was CAD 7,371. In accordance with ASC 830, Foreign Currency Matters (“ASC 830”), this note was remeasured into our functional currency, US Dollars (USD), and is presented on our Consolidated Schedule of Investments in USD. |
| |
(18) | The overriding royalty interests held receive payments at the stated rates based upon operations of the borrower. |
| |
(19) | Our wholly-owned subsidiary Prospect Small Business Lending, LLC purchases small business whole loans on a recurring basis from online small business loan originators, including On Deck Capital, Inc. and Direct Capital Corporation. |
| |
(20) | The interest rate on these investments is subject to the base rate of 3-Month LIBOR, which was 0.33% and 0.28% at September 30, 2015 and June 30, 2015, respectively. The current base rate for each investment may be different from the reference rate on September 30, 2015 and June 30, 2015. |
| |
(21) | The interest rate on these investments is subject to the base rate of 1-Month LIBOR, which was 0.19% at September 30, 2015 and June 30, 2015. The current base rate for each investment may be different from the reference rate on September 30, 2015 and June 30, 2015. |
| |
(22) | Investment has been designated as an investment not “qualifying” under Section 55(a) of the Investment Company Act of 1940 (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. As of September 30, 2015 and June 30, 2015, our qualifying assets as a percentage of total assets, stood at 72.6% and 75.1%, respectively. We monitor the status of these assets on an ongoing basis. |
| |
(23) | NCP Finance Limited Partnership, NCP Finance Ohio, LLC, and certain affiliates thereof are joint borrowers on the subordinated secured term loan. |
| |
(24) | NMMB Holdings, a consolidated entity in which we own 100% of the equity, owns 96.33% and 92.93% of the fully diluted equity of NMMB, Inc. (“NMMB”) as of September 30, 2015 and June 30, 2015, respectively. NMMB owns 100% of Refuel Agency, Inc. (“Refuel Agency”), which owns 100% of Armed Forces Communications, Inc. (“Armed Forces”). We report NMMB as a separate controlled company. |
| |
(25) | Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 2.00%. As of September 30, 2015 and June 30, 2015, we had $84,184 and $88,288, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies. |
| |
(26) | The interest rate on these investments is subject to the base rate of 6-Month LIBOR, which was 0.44% at June 30, 2015. The current base rate for each investment may be different from the reference rate on June 30, 2015. |
| |
(27) | On August 1, 2014, we sold our investments in Airmall Inc. (“Airmall”) for net proceeds of $51,379 and realized a loss of $3,473 on the sale. In addition, there is $6,000 being held in escrow, of which 98% is due to Prospect, which will be recognized as an additional realized loss if it is not received. On October 22, 2014, we received a tax refund of $665 related to our investment in Airmall for which we realized a gain of the same amount. |
| |
(28) | As of June 30, 2015, Progrexion Marketing, Inc., Progrexion Teleservices, Inc., Progrexion ASG, Inc., Progrexion IP, Inc., Creditrepair.com, Inc., and eFolks, LLC were joint borrowers on the senior secured term loan. PGX Holdings, Inc. was the parent |
See notes to consolidated financial statements.
34
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
guarantor of this debt investment. As of September 30, 2015, PGX Holdings, Inc. is the sole borrower on the second lien term loan.
| |
(29) | First Tower Holdings of Delaware LLC, a consolidated entity in which we own 100% of the membership interests, owns 80.1% of First Tower Finance Company LLC (“First Tower Finance”), which owns 100% of First Tower, LLC, the operating company. We report First Tower Finance as a separate controlled company. |
| |
(30) | Arctic Oilfield Equipment USA, Inc., a consolidated entity in which we own 100% of the common equity, owns 70% of the equity of Arctic Energy Services, LLC (“Arctic Energy”), the operating company. We report Arctic Energy as a separate controlled company. On September 30, 2015, Prospect refinanced its investment in Arctic Energy. Concurrent with the refinancing, we received a repayment of the $31,640 senior secured loan and the $20,230 subordinated loan in exchange for Class D and Class E equity in Arctic Energy. |
| |
(31) | We own 2.8% (13,220 shares) of Mineral Fusion Natural, LLC, a subsidiary of Caleel + Hayden, LLC, common and preferred interest. |
| |
(32) | APH Property Holdings, LLC, a consolidated entity in which we own 100% of the membership interests, owns 100% of the common equity of American Property REIT Corp. (f/k/a American Property Holdings Corp.) (“APRC”), a qualified REIT which holds investments in several real estate properties. We report APRC as a separate controlled company. See Note 3 for further discussion of the properties held by APRC. |
| |
(33) | CCPI Holdings Inc., a consolidated entity in which we own 100% of the common stock, owns 93.99% and 94.95% of CCPI Inc. (“CCPI”), the operating company, as of September 30, 2015 and June 30, 2015, respectively. We report CCPI as a separate controlled company. |
| |
(34) | Credit Central Holdings of Delaware, LLC, a consolidated entity in which we own 100% of the membership interests, owns 74.93% and 74.93% of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC) (“Credit Central”) as of September 30, 2015 and June 30, 2015, respectively. Credit Central owns 100% of each of Credit Central, LLC; Credit Central South, LLC; Credit Central of Texas, LLC; and Credit Central of Tennessee, LLC, the operating companies. We report Credit Central as a separate controlled company. |
| |
(35) | Valley Electric Holdings I, Inc., a consolidated entity in which we own 100% of the common stock, owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”), another consolidated entity. Valley Holdings II owns 94.99% of Valley Electric Company, Inc. (“Valley Electric”). Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. (“Valley”). We report Valley Electric as a separate controlled company. |
| |
(36) | Nationwide Acceptance Holdings LLC, a consolidated entity in which we own 100% of the membership interests, owns 93.79% of Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC) (“Nationwide”), the operating company. We report Nationwide as a separate controlled company. On June 1, 2015, Nationwide completed a corporate reorganization. As part of a reorganization, Nationwide Acceptance LLC was renamed Nationwide Loan Company LLC (continues as “Nationwide”) and formed two new wholly-owned subsidiaries: Pelican Loan Company LLC (“Pelican”) and Nationwide Consumer Loans LLC. Nationwide assigned 100% of the equity interests in its other subsidiaries to Pelican which, in turn, assigned these interests to Nationwide Acceptance LLC (“New Nationwide”), the new operating company wholly-owned by Pelican. New Nationwide also assumed the existing senior subordinated term loan due to Prospect. |
| |
(37) | On April 15, 2013, assets previously held by H&M Oil & Gas, LLC (“H&M”) were assigned to Wolf Energy in exchange for a $66,000 term loan secured by the assets. The cost basis in this loan of $44,632 was determined in accordance with ASC 310-40, Troubled Debt Restructurings by Creditors, and was equal to the fair value of assets at the time of transfer resulting in a capital loss of $19,647 in connection with the foreclosure on the assets. On May 17, 2013, Wolf Energy sold the assets located in Martin County, which were previously held by H&M, for $66,000. Proceeds from the sale were primarily used to repay the loan, accrued interest and net profits interest receivable due to us resulting in a realized capital gain of $11,826. We received $3,960 of structuring and advisory fees from Wolf Energy during the year ended June 30, 2013 related to the sale and $991 under the net profits interest agreement which was recognized as other income during the fiscal year ended June 30, 2013. |
| |
(38) | CP Holdings of Delaware LLC, a consolidated entity in which we own 100% of the membership interests, owns 82.3% and 82.3% of CP Energy Services Inc. (“CP Energy”) as of September 30, 2015 and June 30, 2015, respectively. As of June 30, 2015, CP Energy owned directly or indirectly 100% of each of CP Well Testing, LLC (“CP Well”); Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. We report CP Energy as a separate controlled company. |
See notes to consolidated financial statements.
35
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
Effective December 31, 2014, CP Energy underwent a corporate reorganization in order to consolidate certain of its wholly-owned subsidiaries.
| |
(39) | Wind River Resources Corporation and Wind River II Corporation are joint borrowers on the senior secured note. The interest rate for this investment is subject to the base rate of 12-Month LIBOR, which was 0.85% and 0.77% at September 30, 2015 and June 30, 2015. |
| |
(40) | NPH Property Holdings, LLC, a consolidated entity in which we own 100% of the membership interests, owns 100% of the common equity of National Property REIT Corp. (f/k/a National Property Holdings Corp.) (“NPRC”), a property REIT which holds investments in several real estate properties. Additionally, through its wholly-owned subsidiaries, NPRC invests in online consumer loans. We report NPRC as a separate controlled company. See Note 3 for further discussion of the properties held by NPRC. On March 17, 2015, we entered into a new credit agreement with ACL Loan Holdings, Inc. (“ACLLH”), a wholly-owned subsidiary of NPRC, to form two new tranches of senior secured term loans, Term Loan A and Term Loan B, with the same terms as the existing NPRC Term Loan A and Term Loan B due to us. The agreement was effective as of June 30, 2014. On June 30, 2014, ACLLH made a non-cash return of capital distribution of $22,390 to NPRC and NPRC transferred and assigned to ACLLH a senior secured Term Loan A due to us. On June 2, 2015, we amended the credit agreement with NPRC to form two new tranches of senior secured term loans, Term Loan C and Term Loan D, with the same terms as the existing ACLLH Term Loan A and Term Loan B due to us. The amendment was effective as of April 1, 2015. On August 18, 2015, we amended the credit agreement with NPRC to form a new tranche of senior secured term loans, Term Loan E. The amendment was effective as of July 1, 2015, outstanding Term Loan C and Term Loan D balances were converted to Term Loan E. On August 12, 2015, we amended the credit agreement with ACLLH to form a new tranche of senior secured term loans, Term Loan C. The amendment was effective as of July 1, 2015, outstanding Term Loan A and Term Loan B balances were converted to Term Loan C. |
| |
(41) | UPH Property Holdings, LLC, a consolidated entity in which we own 100% of the membership interests, owns 100% of the common equity of United Property REIT Corp. (f/k/a United Property Holdings Corp.) (“UPRC”), a property REIT which holds investments in several real estate properties. We report UPRC as a separate controlled company. See Note 3 for further discussion of the properties held by UPRC. |
| |
(42) | SB Forging Company, Inc. (“SB Forging”), a consolidated entity in which we own 100% of the equity, owned 100% of Ajax Rolled Ring & Machine, LLC, the operating company, which was sold on October 10, 2014. As part of the sale there is $3,000 being held in escrow of which $802 was received on May 6, 2015 for which we realized a gain of the same amount. The remainder will be recognized as additional gain if and when received. |
| |
(43) | Harbortouch Holdings of Delaware Inc., a consolidated entity in which we own 100% of the common stock, owns 100% of the Class C voting units of Harbortouch Payments, LLC (“Harbortouch”), which provide for a 53.5% residual profits allocation. Harbortouch management owns 100% of the Class B and Class D voting units of Harbortouch, which provide for a 46.5% residual profits allocation. Harbortouch owns 100% of Credit Card Processing USA, LLC. We report Harbortouch as a separate controlled company. |
| |
(44) | Pegasus Business Intelligence, LP, Paycom Acquisition, LLC, and Paycom Acquisition Corp. are joint borrowers on the senior secured loan facility. Paycom Intermediate Holdings, Inc. is the parent guarantor of this debt investment. These entities transact business internationally under the trade name Onyx Payments. |
| |
(45) | Security Alarm Financing Enterprises, L.P. and California Security Alarms, Inc. are joint borrowers on the senior subordinated note. |
| |
(46) | A portion of the senior secured note is denominated in Canadian Dollars (CAD). As of June 30, 2015 and September 30, 2015, the principal balance of this note was CAD 36,666, respectively. In accordance with ASC 830, this note was remeasured into our functional currency, US Dollars (USD), and is presented on our Consolidated Schedules of Investments in USD. |
| |
(47) | On June 9, 2015, we provided additional debt and equity financing to support the recapitalization of Edmentum, Inc. (“Edmentum”). As part of the recapitalization, we exchanged 100% of the $50,000 second lien term loan previously outstanding for $26,365 of junior PIK notes and 370,964.14 Class A common units representing 37.1% equity ownership in Edmentum Ultimate Holdings, LLC. In addition, we invested $5,875 in senior PIK notes and committed $7,834 as part of a second lien revolving credit facility, of which $4,896 was funded at closing. On June 9, 2015, we determined that the impairment of Edmentum was impaired and recorded a realized loss of $22,116 for the amount that the amortized cost exceeded the fair value, reducing the amortized cost to $37,216. |
See notes to consolidated financial statements.
36
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
| |
(48) | Co-investment with another fund managed by an affiliate of our investment adviser, Prospect Capital Management L.P. See Note 13 for further discussion. |
| |
(49) | As defined in the 1940 Act, we are deemed to “Control” these portfolio companies because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the three months ended September 30, 2015 with these controlled investments were as follows: |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Fair Value at June 30, 2015 | Gross Additions (Cost)* | Gross Reductions (Cost)** | Net unrealized gains (losses) | Fair Value at September 30, 2015 | Interest income | Dividend income | Other income | Net realized gains (losses) |
American Property REIT Corp. | $ | 118,256 |
| $ | 1,356 |
| $ | — |
| $ | 736 |
| $ | 120,348 |
| $ | 2,295 |
| $ | — |
| $ | 231 |
| $ | — |
|
Arctic Energy Services, LLC | 60,364 |
| 51,870 |
| (51,870 | ) | (4,024 | ) | 56,340 |
| 1,123 |
| — |
| — |
| — |
|
ARRM Services, Inc. | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
BXC Company, Inc. | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
CCPI Inc. | 41,352 |
| 155 |
| (6,030 | ) | 929 |
| 36,406 |
| 876 |
| 2,782 |
| — |
| — |
|
Change Clean Energy Company, LLC | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
CP Energy Services Inc. | 91,009 |
| (2,818 | ) | — |
| (5,330 | ) | 82,861 |
| (390 | ) | — |
| — |
| — |
|
Credit Central Loan Company, LLC | 55,172 |
| — |
| — |
| 1,337 |
| 56,509 |
| 1,857 |
| — |
| 619 |
| — |
|
Echelon Aviation LLC | 68,941 |
| — |
| — |
| (8,388 | ) | 60,553 |
| 1,460 |
| — |
| — |
| — |
|
Edmentum Ultimate Holdings, LLC | 37,216 |
| 454 |
| (4,896 | ) | (454 | ) | 32,320 |
| 1,052 |
| — |
| — |
| — |
|
First Tower Finance Company LLC | 365,950 |
| 347 |
| (678 | ) | (1,994 | ) | 363,624 |
| 14,137 |
| — |
| — |
| — |
|
Freedom Marine Solutions, LLC | 27,090 |
| — |
| — |
| 7 |
| 27,097 |
| 1,125 |
| — |
| — |
| — |
|
Gulf Coast Machine & Supply Company | 6,918 |
| 3,000 |
| (75 | ) | (947 | ) | 8,896 |
| — |
| — |
| — |
| — |
|
Harbortouch Payments, LLC | 376,936 |
| — |
| (1,288 | ) | (17,289 | ) | 358,359 |
| 7,779 |
| — |
| — |
| — |
|
Manx Energy, Inc. | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
MITY, Inc. | 50,795 |
| 140 |
| — |
| 1,514 |
| 52,449 |
| 1,448 |
| — |
| — |
| (1 | ) |
National Property REIT Corp. | 471,889 |
| 86,431 |
| — |
| (11,024 | ) | 547,296 |
| 14,110 |
| — |
| 1,237 |
| — |
|
Nationwide Loan Company LLC | 34,550 |
| — |
| — |
| (712 | ) | 33,838 |
| 758 |
| 356 |
| — |
| — |
|
NMMB, Inc. | 12,052 |
| — |
| — |
| 968 |
| 13,020 |
| 383 |
| — |
| — |
| — |
|
R-V Industries, Inc. | 40,508 |
| — |
| — |
| (7,478 | ) | 33,030 |
| 731 |
| 75 |
| — |
| — |
|
United Property REIT Corp. | 84,685 |
| 2,044 |
| — |
| 3,218 |
| 89,947 |
| 1,891 |
| — |
| 322 |
| — |
|
Valley Electric Company, Inc. | 30,497 |
| 540 |
| — |
| 6,359 |
| 37,396 |
| 1,309 |
| — |
| — |
| — |
|
Vets Securing America, Inc. | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Wolf Energy, LLC | 22 |
| — |
| — |
| 2,389 |
| 2,411 |
| — |
| — |
| — |
| — |
|
Yatesville Coal Company, LLC | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Total | $ | 1,974,202 |
| $ | 143,519 |
| $ | (64,837 | ) | $ | (40,183 | ) | $ | 2,012,700 |
| $ | 51,944 |
| $ | 3,213 |
| $ | 2,409 |
| $ | (1 | ) |
See notes to consolidated financial statements.
37
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
| |
(50) | As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the three months ended September 30, 2015 with these affiliated investments were as follows: |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Fair Value at June 30, 2015 | Gross Additions (Cost)* | Gross Reductions (Cost)* | Net unrealized gains (losses) | Fair Value at September 30, 2015 | Interest income | Dividend income | Other income | Net realized gains (losses) |
BNN Holdings Corp. | $ | 45,945 |
| $ | — |
| $ | (42,922 | ) | $ | 105 |
| $ | 3,128 |
| $ | 885 |
| $ | — |
| $ | — |
| $ | — |
|
Total | $ | 45,945 |
| $ | — |
| $ | (42,922 | ) | $ | 105 |
| $ | 3,128 |
| $ | 885 |
| $ | — |
| $ | — |
| $ | — |
|
* Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and the exchange of one or more existing securities for one or more new securities.
** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales and the exchange of one or more existing securities for one or more new securities.
See notes to consolidated financial statements.
38
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
| |
(51) | As defined in the 1940 Act, we are deemed to “Control” these portfolio companies because we own more than 25% of the portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2015 with these controlled investments were as follows: |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Fair Value at June 30, 2014 | Gross Additions (Cost)* | | Gross Reductions (Cost)** | Net unrealized gains (losses) | Fair Value at June 30, 2015 | Interest income | Dividend income | Other income | Net realized gains (losses) |
Airmall Inc. | $ | 45,284 |
| $ | — |
| | $ | (57,500 | ) | $ | 12,216 |
| $ | — |
| $ | 576 |
| $ | — |
| $ | 3,000 |
| $ | (2,808 | ) |
American Property REIT Corp. | 206,159 |
| (102,543 | ) | *** | (32 | ) | 14,672 |
| 118,256 |
| 14,747 |
| — |
| 1,342 |
| — |
|
Appalachian Energy LLC | — |
| — |
| | (2,050 | ) | 2,050 |
| — |
| — |
| — |
| — |
| (2,050 | ) |
Arctic Energy Services, LLC | 61,114 |
| — |
| | — |
| (750 | ) | 60,364 |
| 6,721 |
| — |
| — |
| — |
|
ARRM Services, Inc. | 25,536 |
| — |
| | (46,550 | ) | 21,014 |
| — |
| 956 |
| — |
| 2,000 |
| (23,560 | ) |
Borga, Inc. | 436 |
| — |
| | (3,177 | ) | 2,741 |
| — |
| — |
| — |
| — |
| (2,589 | ) |
BXC Company, Inc. | 2,115 |
| 250 |
| | (17,699 | ) | 15,333 |
| (1 | ) | — |
| — |
| 5 |
| (16,949 | ) |
CCPI Inc. | 32,594 |
| 599 |
| | (476 | ) | 8,635 |
| 41,352 |
| 3,332 |
| — |
| 525 |
| — |
|
Change Clean Energy Company, LLC | — |
| — |
| | — |
| — |
| — |
| — |
| — |
| — |
| — |
|
Coalbed, LLC | — |
| — |
| | — |
| — |
| — |
| — |
| — |
| — |
| — |
|
CP Energy Services Inc. | 130,119 |
| 2,818 |
| | — |
| (41,927 | ) | 91,010 |
| 16,420 |
| — |
| — |
| — |
|
Credit Central Loan Company, LLC | 50,432 |
| 300 |
| | (2,337 | ) | 6,777 |
| 55,172 |
| 7,375 |
| 159 |
| 1,220 |
| — |
|
Echelon Aviation LLC | 92,628 |
| 5,800 |
| | (37,713 | ) | 8,226 |
| 68,941 |
| 6,895 |
| — |
| — |
| — |
|
Edmentum Ultimate Holdings, LLC | — |
| 59,333 |
| | (22,116 | ) | — |
| 37,217 |
| — |
| — |
| — |
| (22,116 | ) |
First Tower Finance Company LLC | 326,785 |
| 332 |
| | (1,932 | ) | 40,765 |
| 365,950 |
| 52,900 |
| 1,929 |
| — |
| — |
|
Freedom Marine Solutions, LLC | 32,004 |
| — |
| | (485 | ) | (4,429 | ) | 27,090 |
| 4,461 |
| — |
| — |
| — |
|
Gulf Coast Machine & Supply Company | 14,459 |
| 8,500 |
| | — |
| (16,041 | ) | 6,918 |
| 1,370 |
| — |
| — |
| — |
|
Harbortouch Payments, LLC | 291,314 |
| 35,374 |
| | (8,609 | ) | 58,857 |
| 376,936 |
| 29,834 |
| — |
| 579 |
| — |
|
Manx Energy, Inc. | — |
| — |
| | (50 | ) | 50 |
| — |
| — |
| — |
| — |
| (50 | ) |
MITY, Inc. | 49,289 |
| 3,032 |
| | (2,594 | ) | 1,068 |
| 50,795 |
| 5,783 |
| — |
| — |
| (5 | ) |
National Property REIT Corp. | 124,511 |
| 361,481 |
| *** | (38,420 | ) | 24,317 |
| 471,889 |
| 30,611 |
| — |
| 1,959 |
| — |
|
Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC) | 29,923 |
| 2,814 |
| | (2,350 | ) | 4,163 |
| 34,550 |
| 3,005 |
| 4,425 |
| — |
| — |
|
NMMB, Inc. | 6,297 |
| 383 |
| | — |
| 5,372 |
| 12,052 |
| 1,521 |
| — |
| — |
| — |
|
R-V Industries, Inc. | 57,734 |
| — |
| | (1,175 | ) | (16,052 | ) | 40,507 |
| 3,018 |
| 298 |
| — |
| — |
|
United Property REIT Corp. | 24,566 |
| 51,936 |
| *** | (448 | ) | 8,631 |
| 84,685 |
| 5,893 |
| — |
| 2,345 |
| — |
|
Valley Electric Company, Inc. | 33,556 |
| 2,053 |
| | (76 | ) | (5,036 | ) | 30,497 |
| 4,991 |
| — |
| — |
| — |
|
Vets Securing America, Inc.**** | — |
| 100 |
| | (3,931 | ) | 3,831 |
| — |
| — |
| — |
| — |
| (3,246 | ) |
Wolf Energy, LLC | 3,599 |
| — |
| | (5,991 | ) | 2,414 |
| 22 |
| — |
| — |
| — |
| (5,818 | ) |
Yatesville Coal Company, LLC | — |
| — |
| | (1,449 | ) | 1,449 |
| — |
| — |
| — |
| — |
| (1,449 | ) |
Total | $ | 1,640,454 |
| $ | 432,562 |
| | $ | (257,160 | ) | $ | 158,346 |
| $ | 1,974,202 |
| $ | 200,409 |
| $ | 6,811 |
| $ | 12,975 |
| $ | (80,640 | ) |
See notes to consolidated financial statements.
39
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED SCHEDULES OF INVESTMENTS (CONTINUED)
(in thousands, except share data)
Endnote Explanations as of September 30, 2015 (Unaudited) and June 30, 2015 (Continued)
| |
(52) | As defined in the 1940 Act, we are deemed to be an “Affiliated company” of these portfolio companies because we own more than 5% of the portfolio company’s outstanding voting securities. Transactions during the year ended June 30, 2015 with these affiliated investments were as follows: |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Portfolio Company | Fair Value at June 30, 2014 | Gross Additions (Cost)* | Gross Reductions (Cost)** | Net unrealized gains (losses) | Fair Value at June 30, 2015 | Interest income | Dividend income | Other income | Net realized gains (losses) |
BNN Holdings Corp. | $ | 32,121 |
| $ | 44,000 |
| $ | (30,679 | ) | $ | 503 |
| $ | 45,945 |
| $ | 3,799 |
| $ | 778 |
| $ | 226 |
| $ | — |
|
Total | $ | 32,121 |
| $ | 44,000 |
| $ | (30,679 | ) | $ | 503 |
| $ | 45,945 |
| $ | 3,799 |
| $ | 778 |
| $ | 226 |
| $ | — |
|
* Gross additions include increases in the cost basis of the investments resulting from new portfolio investments, PIK interest, and the exchange of one or more existing securities for one or more new securities.
** Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investments repayments or sales and the exchange of one or more existing securities for one or more new securities. Redemption amounts included within gross reductions include the cost basis adjustments resulting from consolidation on July 1, 2014.
*** These amounts include the cost basis of investments transferred from APRC and UPRC to NPRC. (See Note 3 for details.)
**** During the year ended June 30, 2015, THS ceased operations and the VSA management team supervised both the continued operations of VSA and the wind-down of activities at THS.
See notes to consolidated financial statements.
40
PROSPECT CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(Unaudited)
Note 1. Organization
In this report, the terms “Prospect,” “we,” “us” and “our” mean Prospect Capital Corporation and its subsidiaries unless the context specifically requires otherwise.
Prospect Capital Corporation is a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end investment company incorporated in Maryland. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As a BDC, we have elected to be treated as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). We were organized on April 13, 2004 and were funded in an initial public offering completed on July 27, 2004.
On May 15, 2007, we formed a wholly-owned subsidiary Prospect Capital Funding LLC (“PCF”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the revolving credit facility at PCF. Our wholly-owned subsidiary Prospect Small Business Lending, LLC (“PSBL”) was formed on January 27, 2014 and purchases small business whole loans on a recurring basis from online small business loan originators, including On Deck Capital, Inc. (“OnDeck”) and Direct Capital Corporation (“Direct Capital”). On September 30, 2014, we formed a wholly-owned subsidiary Prospect Yield Corporation, LLC (“PYC”) and effective October 23, 2014, PYC holds our investments in collateralized loan obligations (“CLOs”). Each of these subsidiaries have been consolidated since operations commenced.
Effective July 1, 2014, we began consolidating certain of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy. The following companies have been included in our consolidated financial statements since July 1, 2014: AMU Holdings Inc.; APH Property Holdings, LLC; Arctic Oilfield Equipment USA, Inc.; CCPI Holdings Inc.; CP Holdings of Delaware LLC; Credit Central Holdings of Delaware, LLC; Energy Solutions Holdings Inc.; First Tower Holdings of Delaware LLC; Harbortouch Holdings of Delaware Inc.; MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc.; NPH Property Holdings, LLC; STI Holding, Inc.; UPH Property Holdings, LLC; Valley Electric Holdings I, Inc.; Valley Electric Holdings II, Inc.; and Wolf Energy Holdings Inc. On October 10, 2014, concurrent with the sale of the operating company, our ownership increased to 100% of the outstanding equity of ARRM Services, Inc. which was renamed SB Forging Company, Inc. (“SB Forging”). As such, we began consolidating SB Forging on October 11, 2014. We collectively refer to these entities as the “Consolidated Holding Companies.”
We are externally managed by our investment adviser, Prospect Capital Management L.P. (“Prospect Capital Management” or the “Investment Adviser”). Prospect Administration LLC (“Prospect Administration” or the “Administrator”), a wholly-owned subsidiary of the Investment Adviser, provides administrative services and facilities necessary for us to operate.
Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We invest primarily in senior and subordinated debt and equity of private companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes. We work with the management teams or financial sponsors to seek investments with historical cash flows, asset collateral or contracted pro-forma cash flows.
Note 2. Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) pursuant to the requirements for reporting on Form 10-Q, ASC 946, Financial Services—Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated financial statements include the accounts of Prospect, PCF, PSBL, PYC, and the Consolidated Holding Companies. All intercompany balances and transactions have been eliminated in consolidation. The financial results of our non-substantially wholly-owned holding companies and operating portfolio company investments are not consolidated in the financial statements. Any operating companies owned by the Consolidated Holding Companies are not consolidated.
Use of Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, and gains and losses during the reported period. Changes in the economic environment, financial markets, creditworthiness of our portfolio companies and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents include funds deposited with financial institutions and short-term, highly-liquid overnight investments in money market funds. Cash and cash equivalents are carried at cost which approximates fair value.
Investment Classification
We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of more than 25% of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.
Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported in due to broker or as a receivable for investments sold in the consolidated statements of assets and liabilities.
Investment Risks
Our investments are subject to a variety of risks. Those risks include the following:
Market Risk
Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.
Credit Risk
Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.
Liquidity Risk
Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price.
Interest Rate Risk
Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument.
Prepayment Risk
Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making the security less likely to be an income producing instrument.
Investment Valuation
To value our investments, we follow the guidance of ASC 820, Fair Value Measurement (“ASC 820”), that defines fair value, establishes a framework for measuring fair value in conformity with GAAP, and requires disclosures about fair value measurements. In accordance with ASC 820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
Our Board of Directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.
Investments for which market quotations are readily available are valued at such market quotations.
For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation process each quarter, as described below.
| |
1. | Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors. |
| |
2. | The independent valuation firms conduct independent valuations and make their own independent assessments. |
| |
3. | The Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of the Investment Adviser and that of the independent valuation firms. |
| |
4. | The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the Audit Committee. |
Our non-CLO investments are valued utilizing a yield analysis, enterprise value (“EV”) analysis, net asset value analysis, liquidation analysis, discounted cash flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads for loans, dividend yields for certain investments and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market multiples approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net asset value analysis is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant transactions. The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow analysis uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts.
In applying these methodologies, additional factors that we consider in valuing our investments may include, as we deem relevant: security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer companies; the principal market; and enterprise values, among other factors.
Our investments in CLOs are classified as ASC 820 Level 3 securities and are valued using a discounted cash flow model. The valuations have been accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date (i.e., expected maturity). For each CLO security, the most appropriate valuation approach has been chosen from alternative approaches to ensure the most accurate valuation for such security. To value a CLO, both the assets and the liabilities of the CLO capital structure are modeled. We use a waterfall engine to store the collateral data, generate collateral cash flows from the assets based on various assumptions for the risk factors, distribute the cash flows to the liability structure based on the payment priorities, and discount them back using current market discount rates. The main risk factors are: default risk, interest rate risk, downgrade risk, and credit spread risk.
Valuation of Other Financial Assets and Financial Liabilities
ASC 825, Financial Instruments, specifically ASC 825-10-25, permits an entity to choose, at specified election dates, to measure eligible items at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. See Note 8 for further discussion of our financial liabilities that are measured using another measurement attribute.
Our undrawn committed revolvers and delayed draw term loans are fair valued with zero value. See Note 3 for further discussion.
Convertible Notes
We have recorded the Convertible Notes at their contractual amounts. The Convertible Notes were analyzed for any features that would require bifurcation and such features were determined to be immaterial. See Note 5 for further discussion.
Revenue Recognition
Realized gains or losses on the sale of investments are calculated using the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or commitment fees associated with investments in portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of such purchase discounts or amortization of premiums is calculated using the effective interest method as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as interest income. See Note 3 for further discussion.
Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management’s judgment, is likely to remain current. As of September 30, 2015, approximately 1.4% of our total assets are in non-accrual status.
Interest income from investments in the “equity” class of security of CLO funds (typically preferred shares, income notes or subordinated notes) and “equity” class of security of securitized trust is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. We monitor the expected cash inflows from our CLO and securitized trust equity investments, including the expected residual payments, and the effective yield is determined and updated periodically.
Dividend income is recorded on the ex-dividend date.
Structuring fees and similar fees are recognized as income is earned, usually when paid. Structuring fees, excess deal deposits, net profits interests and overriding royalty interests are included in other income. See Note 10 for further discussion.
Federal and State Income Taxes
We have elected to be treated as a regulated investment company and intend to continue to comply with the requirements of the Code applicable to regulated investment companies. We are required to distribute at least 90% of our investment company taxable income and intend to distribute (or retain through a deemed distribution) all of our investment company taxable income and net capital gain to stockholders; therefore, we have made no provision for income taxes. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.
If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay an excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated excess taxable income. For the calendar year ended December 31, 2014, we incurred an excise tax expense of $461 because our annual taxable income exceeded our distributions. As of September 30, 2015, we had a payable of $305 for excise taxes as our expected excise tax liability exceeded our excise tax payments through September 30, 2015. This amount is included within accrued expenses on the Consolidated Statement of Assets and Liabilities as of September 30, 2015 and June 30, 2015.
If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would we be required to make distributions. Distributions would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years reduced by an interest charge of 50% of such earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years.
We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of September 30, 2015 and for the three months then ended, we did not have a liability for any unrecognized tax benefits. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal. Our tax returns for our federal tax years ending August 31, 2012 and thereafter remain subject to examination by the Internal Revenue Service.
Dividends and Distributions
Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our Board of Directors quarterly and is generally based upon our management’s estimate of our future earnings. Net realized capital gains, if any, are distributed at least annually.
Financing Costs
We record origination expenses related to our Revolving Credit Facility and Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Unsecured Notes”) as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method for our Revolving Credit Facility and the effective interest method for our Unsecured Notes over the respective expected life or maturity. In the event that we modify or extinguish our debt before maturity, we follow the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of our Revolving Credit Facility, any unamortized deferred costs relating to lenders who are not part of the new lending group are expensed. For extinguishments of our Unsecured Notes, any unamortized deferred costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
We record registration expenses related to shelf filings as prepaid assets. These expenses consist principally of SEC registration fees, legal fees and accounting fees incurred. These prepaid assets are charged to capital upon the receipt of proceeds from an equity offering or charged to expense if no offering is completed.
Guarantees and Indemnification Agreements
We follow ASC 460, Guarantees (“ASC 460”). ASC 460 elaborates on the disclosure requirements of a guarantor in its interim and annual consolidated financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the inception of a guarantee, for those guarantees that are covered by ASC 460, the fair value of the obligation undertaken in issuing certain guarantees.
Per Share Information
Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares outstanding for the period presented. In accordance with ASC 946, convertible securities are not considered in the calculation of net asset value per share.
Recent Accounting Pronouncements
In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The new guidance will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance must be applied on a retrospective basis to all prior periods presented in the financial statements. The adoption of the amended guidance in ASU 2015-03 is not expected to have a significant effect on our consolidated financial statements and disclosures.
Note 3. Portfolio Investments
At September 30, 2015, we had investments in 131 long-term portfolio investments, which had an amortized cost of $6,441,993 and a fair value of $6,430,900. At June 30, 2015, we had investments in 131 long-term portfolio investments, which had an amortized cost of $6,559,376 and a fair value of $6,609,558.
The original cost basis of debt placements and equity securities acquired, including follow-on investments for existing portfolio companies, totaled $437,613 and $887,205 during the three months ended September 30, 2015 and September 30, 2014, respectively. Debt repayments and proceeds from sales of equity securities of approximately $528,789 and $863,144 were received during the three months ended September 30, 2015 and September 30, 2014, respectively.
The following table shows the composition of our investment portfolio as of September 30, 2015 and June 30, 2015.
|
| | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
| Cost | | Fair Value | | Cost | | Fair Value |
Revolving Line of Credit | $ | 9,650 |
| | $ | 9,650 |
| | $ | 30,546 |
| | $ | 30,546 |
|
Senior Secured Debt | 3,560,126 |
| | 3,475,767 |
| | 3,617,111 |
| | 3,533,447 |
|
Subordinated Secured Debt | 1,158,854 |
| | 1,121,886 |
| | 1,234,701 |
| | 1,205,303 |
|
Subordinated Unsecured Debt | 73,397 |
| | 71,148 |
| | 145,644 |
| | 144,271 |
|
Small Business Loans | 18,409 |
| | 16,974 |
| | 50,558 |
| | 50,892 |
|
CLO Debt | 28,746 |
| | 32,782 |
| | 28,613 |
| | 32,398 |
|
CLO Residual Interest | 1,144,790 |
| | 1,171,770 |
| | 1,072,734 |
| | 1,113,023 |
|
Equity | 448,021 |
| | 530,923 |
| | 379,469 |
| | 499,678 |
|
Total Investments | $ | 6,441,993 |
| | $ | 6,430,900 |
| | $ | 6,559,376 |
| | $ | 6,609,558 |
|
In the previous table and throughout the remainder of this footnote, we aggregate our portfolio investments by type of investment, which may differ slightly from the nomenclature used by the constituent instruments defining the rights of holders of the investment, as disclosed on our Consolidated Schedules of Investments (“SOI”). The following investments are included in each category:
| |
• | Senior Secured Debt includes investments listed on the SOI such as senior secured term loans, senior term loans, secured promissory notes, senior demand notes, and first lien term loans. |
| |
• | Subordinated Secured Debt includes investments listed on the SOI such as subordinated secured term loans, subordinated term loans, senior subordinated notes, and second lien term loans. |
| |
• | Subordinated Unsecured Debt includes investments listed on the SOI such as subordinated unsecured notes and senior unsecured notes. |
| |
• | Small Business Loans includes our investments in small business whole loans purchased from OnDeck and Direct Capital. |
| |
• | CLO Debt includes our investments in the “debt” class of security of CLO funds. |
| |
• | CLO Residual Interest includes our investments in the “equity” class of security of CLO funds such as income notes, preference shares, and subordinated notes. |
| |
• | Equity, unless specifically stated otherwise, includes our investments in preferred stock, common stock, membership interests, net profits interests, net operating income interests, net revenue interests, overriding royalty interests, escrows receivable, and warrants. |
The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of September 30, 2015.
|
| | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
Revolving Line of Credit | $ | — |
| | $ | — |
| | $ | 9,650 |
| | $ | 9,650 |
|
Senior Secured Debt | — |
| | — |
| | 3,475,767 |
| | 3,475,767 |
|
Subordinated Secured Debt | — |
| | — |
| | 1,121,886 |
| | 1,121,886 |
|
Subordinated Unsecured Debt | — |
| | — |
| | 71,148 |
| | 71,148 |
|
Small Business Loans | — |
| | — |
| | 16,974 |
| | 16,974 |
|
CLO Debt | — |
| | — |
| | 32,782 |
| | 32,782 |
|
CLO Residual Interest | — |
| | — |
| | 1,171,770 |
| | 1,171,770 |
|
Equity | — |
| | — |
| | 530,923 |
| | 530,923 |
|
Total Investments | $ | — |
| | $ | — |
| | $ | 6,430,900 |
| | $ | 6,430,900 |
|
The following table shows the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of June 30, 2015.
|
| | | | | | | | | | | | | | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
Revolving Line of Credit | $ | — |
| | $ | — |
| | $ | 30,546 |
| | $ | 30,546 |
|
Senior Secured Debt | — |
| | — |
| | 3,533,447 |
| | 3,533,447 |
|
Subordinated Secured Debt | — |
| | — |
| | 1,205,303 |
| | 1,205,303 |
|
Subordinated Unsecured Debt | — |
| | — |
| | 144,271 |
| | 144,271 |
|
Small Business Loans | — |
| | — |
| | 50,892 |
| | 50,892 |
|
CLO Debt | — |
| | — |
| | 32,398 |
| | 32,398 |
|
CLO Residual Interest | — |
| | — |
| | 1,113,023 |
| | 1,113,023 |
|
Equity | 260 |
| | — |
| | 499,418 |
| | 499,678 |
|
Total Investments | $ | 260 |
| | $ | — |
| | $ | 6,609,298 |
| | $ | 6,609,558 |
|
The following tables show the aggregate changes in the fair value of our Level 3 investments during the three months ended September 30, 2015.
|
| | | | | | | | | | | | | | | |
| Fair Value Measurements Using Unobservable Inputs (Level 3) |
| Control Investments | | Affiliate Investments | | Non-Control/ Non-Affiliate Investments | | Total |
Fair value as of June 30, 2015 | $ | 1,974,202 |
| | $ | 45,945 |
| | $ | 4,589,151 |
| | $ | 6,609,298 |
|
Net realized losses on investments | (1 | ) | | — |
| | (2,384 | ) | | (2,385 | ) |
Net change in unrealized (depreciation) appreciation | (40,183 | ) | | 105 |
| | (21,000 | ) | | (61,078 | ) |
Net realized and unrealized (losses) gains | (40,184 | ) | | 105 |
| | (23,384 | ) | | (63,463 | ) |
Purchases of portfolio investments | 143,441 |
| | — |
| | 292,893 |
| | 436,334 |
|
Payment-in-kind interest | 78 |
| | — |
| | 1,201 |
| | 1,279 |
|
Amortization of discounts and premiums | — |
| | — |
| | (24,072 | ) | | (24,072 | ) |
Repayments and sales of portfolio investments | (64,837 | ) | | (42,922 | ) | | (420,717 | ) | | (528,476 | ) |
Transfers within Level 3(1) | — |
| | — |
| | — |
| | — |
|
Transfers in (out) of Level 3(1) | — |
| | — |
| | — |
| | — |
|
Fair value as of September 30, 2015 | $ | 2,012,700 |
| | $ | 3,128 |
| | $ | 4,415,072 |
| | $ | 6,430,900 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revolving Line of Credit | | Senior Secured Debt | | Subordinated Secured Debt | | Subordinated Unsecured Debt | | Small Business Loans | | CLO Debt | | CLO Residual Interest | | Equity | | Total |
Fair value as of June 30, 2015 | $ | 30,546 |
| | $ | 3,533,447 |
| | $ | 1,205,303 |
| | $ | 144,271 |
| | $ | 50,892 |
| | $ | 32,398 |
| | $ | 1,113,023 |
| | $ | 499,418 |
| | $ | 6,609,298 |
|
Net realized (losses) gains on investments | — |
| | — |
| | (144 | ) | | (1 | ) | | (2,424 | ) | | — |
| | — |
| | 184 |
| | (2,385 | ) |
Net change in unrealized (depreciation) appreciation | — |
| | (696 | ) | | (7,572 | ) | | (875 | ) | | (1,770 | ) | | 252 |
| | (13,306 | ) | | (37,111 | ) | | (61,078 | ) |
Net realized and unrealized (losses) gains | — |
| | (696 | ) | | (7,716 | ) | | (876 | ) | | (4,194 | ) | | 252 |
| | (13,306 | ) | | (36,927 | ) | | (63,463 | ) |
Purchases of portfolio investments | 3,400 |
| | 220,193 |
| | 22,620 |
| | — |
| | 22,952 |
| | — |
| | 96,620 |
| | 70,549 |
| | 436,334 |
|
Payment-in-kind interest | — |
| | 999 |
| | (173 | ) | | 453 |
| | — |
| | — |
| | — |
| | — |
| | 1,279 |
|
Accretion (amortization) of discounts and premiums | — |
| | 66 |
| | 297 |
| | — |
| | — |
| | 132 |
| | (24,567 | ) | | — |
| | (24,072 | ) |
Repayments and sales of portfolio investments | (24,296 | ) | | (278,242 | ) | | (98,445 | ) | | (72,700 | ) | | (52,676 | ) | | — |
| | — |
| | (2,117 | ) | | (528,476 | ) |
Transfers within Level 3(1) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Transfers in (out) of Level 3(1) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Fair value as of September 30, 2015 | $ | 9,650 |
| | $ | 3,475,767 |
| | $ | 1,121,886 |
| | $ | 71,148 |
| | $ | 16,974 |
| | $ | 32,782 |
| | $ | 1,171,770 |
| | $ | 530,923 |
| | $ | 6,430,900 |
|
| |
(1) | Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred. |
The following tables show the aggregate changes in the fair value of our Level 3 investments during the three months ended September 30, 2014.
|
| | | | | | | | | | | | | | | |
| Fair Value Measurements Using Unobservable Inputs (Level 3) |
| Control Investments | | Affiliate Investments | | Non-Control/ Non-Affiliate Investments | | Total |
Fair value as of June 30, 2014 | $ | 1,640,454 |
| | $ | 32,121 |
| | $ | 4,580,996 |
| | $ | 6,253,571 |
|
Net realized (losses) gains on investments | (24,403 | ) | | — |
| | 1,492 |
| | (22,911 | ) |
Net change in unrealized appreciation (depreciation) | 17,292 |
| | (495 | ) | | (4,232 | ) | | 12,565 |
|
Net realized and unrealized losses | (7,111 | ) | | (495 | ) | | (2,740 | ) | | (10,346 | ) |
Purchases of portfolio investments | 129,327 |
| | 44,000 |
| | 707,991 |
| | 881,318 |
|
Payment-in-kind interest | 3,759 |
| | — |
| | 2,128 |
| | 5,887 |
|
Accretion (amortization) of discounts and premiums | — |
| | — |
| | (13,952 | ) | | (13,952 | ) |
Repayments and sales of portfolio investments | (106,432 | ) | | (29,170 | ) | | (727,542 | ) | | (863,144 | ) |
Transfers within Level 3(1) | — |
| | — |
| | — |
| | — |
|
Transfers in (out) of Level 3(1) | — |
| | — |
| | — |
| | — |
|
Fair value as of September 30, 2014 | $ | 1,659,997 |
| | $ | 46,456 |
| | $ | 4,546,881 |
| | $ | 6,253,334 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revolving Line of Credit | | Senior Secured Debt | | Subordinated Secured Debt | | Subordinated Unsecured Debt | | Small Business Loans | | CLO Debt | | CLO Residual Interest | | Equity | | Total |
Fair value as of June 30, 2014 | $ | 2,786 |
| | $ | 3,514,198 |
| | $ | 1,200,221 |
| | $ | 85,531 |
| | $ | 4,252 |
| | $ | 33,199 |
| | $ | 1,093,985 |
| | $ | 319,399 |
| | $ | 6,253,571 |
|
Net realized (losses) on investments | (1,095 | ) | | (15,063 | ) | | — |
| | — |
| | — |
| | — |
| | — |
| | (6,753 | ) | | (22,911 | ) |
Net change in unrealized appreciation (depreciation) | 659 |
| | 9,920 |
| | (1,316 | ) | | — |
| | 1,163 |
| | (100 | ) | | 4,752 |
| | (2,513 | ) | | 12,565 |
|
Net realized and unrealized (losses) gains | (436 | ) | | (5,143 | ) | | (1,316 | ) | | — |
| | 1,163 |
| | (100 | ) | | 4,752 |
| | (9,266 | ) | | (10,346 | ) |
Purchases of portfolio investments | 9,000 |
| | 648,140 |
| | 145,787 |
| | 6,593 |
| | 12,651 |
| | — |
| | 39,105 |
| | 20,042 |
| | 881,318 |
|
Payment-in-kind interest | — |
| | 5,263 |
| | 83 |
| | 541 |
| | — |
| | — |
| | — |
| | — |
| | 5,887 |
|
Accretion (amortization) of discounts and premiums | — |
| | 70 |
| | 418 |
| | — |
| | — |
| | 120 |
| | (14,560 | ) | | — |
| | (13,952 | ) |
Repayments and sales of portfolio investments | — |
| | (755,962 | ) | | (85,522 | ) | | — |
| | (5,527 | ) | | — |
| | — |
| | (16,133 | ) | | (863,144 | ) |
Transfers within Level 3(1) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Transfers in (out) of Level 3(1) | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Fair value as of September 30, 2014 | $ | 11,350 |
| | $ | 3,406,566 |
| | $ | 1,259,671 |
| | $ | 92,665 |
| | $ | 12,539 |
| | $ | 33,219 |
| | $ | 1,123,282 |
| | $ | 314,042 |
| | $ | 6,253,334 |
|
| |
(1) | Transfers are assumed to have occurred at the beginning of the quarter during which the asset was transferred. |
For the three months ended September 30, 2015 and September 30, 2014, the net change in unrealized (depreciation) appreciation on the investments that use Level 3 inputs was $(64,913) and $17,779 for investments still held as of September 30, 2015 and September 30, 2014, respectively.
The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of September 30, 2015 were as follows:
|
| | | | | | | | | | | | |
| | | | | | Unobservable Input |
Asset Category | | Fair Value | | Primary Valuation Technique | | Input | | Range | | Weighted Average |
Senior Secured Debt | | $ | 2,325,141 |
| | Discounted Cash Flow | | Market Yield | | 5.9%-25.6% | | 12.0% |
Senior Secured Debt | | 505,060 |
| | Enterprise Value Waterfall | | EBITDA Multiple | | 3.5x-10.5x | | 7.5x |
Senior Secured Debt | | 40,808 |
| | Enterprise Value Waterfall | | Discount Rate | | 7.0%-9.0% | | 8.0% |
Senior Secured Debt | | 37,198 |
| | Liquidation Analysis | | N/A | | N/A | | N/A |
Senior Secured Debt (1) | | 230,739 |
| | Enterprise Value Waterfall | | Loss-Adjusted Discount Rate | | 3.8%-14.1% | | 8.2% |
Senior Secured Debt (2) | | 346,473 |
| | Enterprise Value Waterfall | | Capitalization Rate | | 5.8%-7.6% | | 6.5% |
Senior Secured Debt (2) | | | | Enterprise Value Waterfall | | Dividend Yield | | 8.8%-11.7% | | 9.7% |
Subordinated Secured Debt | | 777,170 |
| | Discounted Cash Flow | | Market Yield | | 7.9%-18.5% | | 12.3% |
Subordinated Secured Debt | | 42,321 |
| | Enterprise Value Waterfall | | EBITDA Multiple | | 5.3x-8.0x | | 7.5x |
Subordinated Secured Debt | | 302,399 |
| | Enterprise Value Waterfall | | Book Value Multiple | | 1.2x-3.7x | | 2.6x |
Subordinated Unsecured Debt | | 39,909 |
| | Discounted Cash Flow | | Market Yield | | 12.2%-16.3% | | 13.4% |
Subordinated Unsecured Debt | | 31,239 |
| | Enterprise Value Waterfall | | EBITDA Multiple | | 5.8x-8.0x | | 7.2x |
Small Business Loans (3) | | 16,974 |
| | Discounted Cash Flow | | Loss-Adjusted Discount Rate | | 11.7%-33.2% | | 30.4% |
CLO Debt | | 32,782 |
| | Discounted Cash Flow | | Discount Rate | | 6.2%-7.0% | | 6.6% |
CLO Residual Interest | | 1,171,770 |
| | Discounted Cash Flow | | Discount Rate | | 12.5%-19.3% | | 15.3% |
Preferred Equity | | 4,876 |
| | Enterprise Value Waterfall | | EBITDA Multiple | | 4.5x-9.0x | | 6.6x |
Preferred Equity | | 3,128 |
| | Discounted Cash Flow | | Market Yield | | 19.8%-24.7% | | 22.3% |
Common Equity/Interests/Warrants | | 163,894 |
| | Enterprise Value Waterfall | | EBITDA Multiple | | 3.5x-10.5x | | 8.5x |
Common Equity/Interests/Warrants | | 147,506 |
| | Enterprise Value Waterfall | | Book Value Multiple | | 1.2x-3.7x | | 2.4x |
Common Equity/Interests/Warrants (2) | | 140,466 |
| | Enterprise Value Waterfall | | Capitalization Rate | | 5.8%-7.6% | | 6.5% |
Common Equity/Interests/Warrants (2) | | | | Enterprise Value Waterfall | | Dividend Yield | | 8.8%-11.7% | | 9.5% |
Common Equity/Interests/Warrants (4) | | 39,915 |
| | Discounted Cash Flow | | Discount Rate | | 11.0%-12.0% | | 11.5% |
Common Equity/Interests/Warrants | | 19,745 |
| | Enterprise Value Waterfall | | Discount Rate | | 7.0%-9.0% | | 8.0% |
Common Equity/Interests/Warrants | | 4,066 |
| | Discounted Cash Flow | | Discount Rate | | 16.0%-18.0% | | 17.0% |
Common Equity/Interests/Warrants | | 1,198 |
| | Liquidation Analysis | | N/A | | N/A | | N/A |
Escrow Receivable | | 6,123 |
| | Discounted Cash Flow | | Discount Rate | | 6.7%-7.8% | | 7.3% |
Total Level 3 Investments | | $ | 6,430,900 |
| | | | | | | | |
| |
(1) | Represents an investment in a Real Estate Investment subsidiary. The Enterprise Value analysis includes the fair value of our investments in such indirect subsidiary’s consumer loans purchased from online consumer lending platforms, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 1.0%-22.9%, with a weighted average of 12.4%. |
| |
(2) | Represents Real Estate Investments. Enterprise Value Waterfall methodology uses both the net asset value and dividend yield inputs, which are weighted equally (50%). |
| |
(3) | Includes our investments in small business whole loans purchased from Direct Capital and OnDeck and our residual interest in MarketPlace Loan Trust, Series 2015-OD2. Valuation also used projected loss rates as an unobservable input ranging from 0.00%-32.0%, with a weighted average of 8.68%. |
| |
(4) | Represents net operating income interests in Real Estate Investments. |
The ranges of unobservable inputs used in the fair value measurement of our Level 3 investments as of June 30, 2015 were as follows:
|
| | | | | | | | | | | | |
| | | | | | Unobservable Input |
Asset Category | | Fair Value | | Primary Valuation Technique | | Input | | Range | | Weighted Average |
Senior Secured Debt | | $ | 2,421,188 |
| | Yield Analysis | | Market Yield | | 6.1%-21.4% | | 11.3% |
Senior Secured Debt | | 563,050 |
| | EV Analysis | | EBITDA Multiple | | 3.5x-11.0x | | 8.1x |
Senior Secured Debt(1) | | 64,560 |
| | EV Analysis | | Loss-Adjusted Discount Rate | | 3.8%-10.7% | | 6.9% |
Senior Secured Debt(2) | | 98,025 |
| | EV Analysis | | Loss-Adjusted Discount Rate | | 5.4%-16.3% | | 10.0% |
Senior Secured Debt | | 40,808 |
| | EV Analysis | | Discount Rate | | 7.0%-9.0% | | 8.0% |
Senior Secured Debt | | 25,970 |
| | EV Analysis | | Appraisal | | N/A | | N/A |
Senior Secured Debt | | 6,918 |
| | Liquidation Analysis | | N/A | | N/A | | N/A |
Senior Secured Debt | | 343,474 |
| | Net Asset Value Analysis | | Capitalization Rate | | 5.6%-7.0% | | 6.0% |
Subordinated Secured Debt | | 847,624 |
| | Yield Analysis | | Market Yield | | 8.1%-18.3% | | 12.5% |
Subordinated Secured Debt | | 54,948 |
| | EV Analysis | | EBITDA Multiple | | 3.5x-6.0x | | 4.7x |
Subordinated Secured Debt | | 302,731 |
| | EV Analysis | | Book Value Multiple | | 1.2x-3.8x | | 2.7x |
Subordinated Unsecured Debt | | 112,701 |
| | Yield Analysis | | Market Yield | | 9.1%-15.3% | | 11.8% |
Subordinated Unsecured Debt | | 31,570 |
| | EV Analysis | | EBITDA Multiple | | 5.8x-8.0x | | 7.2x |
Small Business Loans(3) | | 362 |
| | Discounted Cash Flow | | Loss-Adjusted Discount Rate | | 11.7%-27.3% | | 23.5% |
Small Business Loans(4) | | 50,530 |
| | Discounted Cash Flow | | Loss-Adjusted Discount Rate | | 20.4%-33.2% | | 24.9% |
CLO Debt | | 32,398 |
| | Discounted Cash Flow | | Discount Rate | | 6.1%-6.9% | | 6.5% |
CLO Residual Interest | | 1,113,023 |
| | Discounted Cash Flow | | Discount Rate | | 11.2%-18.0% | | 14.0% |
Equity | | 139,424 |
| | EV Analysis | | EBITDA Multiple | | 2.0x-11.0x | | 8.5x |
Equity | | 148,631 |
| | EV Analysis | | Book Value Multiple | | 1.2x-3.8x | | 2.5x |
Equity | | 1,120 |
| | EV Analysis | | Appraisal | | N/A | | N/A |
Equity | | 3,023 |
| | Yield Analysis | | Market Yield | | 19.8%-24.7% | | 22.2% |
Equity | | 130,316 |
| | Net Asset Value Analysis | | Capitalization Rate | | 5.6%-7.0% | | 5.9% |
Equity | | 28,133 |
| | Discounted Cash Flow | | Discount Rate | | 7.0%-9.0% | | 8.0% |
Participating Interest(5) | | 42,765 |
| | Yield Analysis | | Market Yield | | 11.5%-18.0% | | 12.5% |
Participating Interest(5) | | 22 |
| | Liquidation Analysis | | N/A | | N/A | | N/A |
Escrow Receivable | | 5,984 |
| | Discounted Cash Flow | | Discount Rate | | 7.0%-8.2% | | 7.6% |
Total Level 3 Investments | | $ | 6,609,298 |
| | | | | | | | |
| |
(1) | EV analysis is based on the fair value of our investments in consumer loans purchased from Prosper, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 0.6%-26.5%, with a weighted average of 8.4%. |
| |
(2) | EV analysis is based on the fair value of our investments in consumer loans purchased from Lending Club, which are valued using a discounted cash flow valuation technique. The key unobservable input to the discounted cash flow analysis is noted above. In addition, the valuation also used projected loss rates as an unobservable input ranging from 2.3%-23.8%, with a weighted average of 16.9%. |
| |
(3) | Includes our investments in small business whole loans purchased from Direct Capital. Valuation also used projected loss rates as an unobservable input ranging from 0.03%-60.0%, with a weighted average of 42.3%. |
| |
(4) | Includes our investments in small business whole loans purchased from OnDeck. Valuation also used projected loss rates as an unobservable input ranging from 4.2%-11.7%, with a weighted average of 9.7%. |
| |
(5) | Participating Interest includes our participating equity investments, such as net profits interests, net operating income interests, net revenue interests, and overriding royalty interests. |
In determining the range of value for debt instruments except CLOs and debt investments in controlling portfolio companies, management and the independent valuation firm estimated corporate and security credit ratings and identified corresponding yields to maturity for each loan from relevant market data. A discounted cash flow analysis was then prepared using the appropriate yield to maturity as the discount rate, to determine range of value. For non-traded equity investments, the enterprise value was determined by applying earnings before income tax, depreciation and amortization (“EBITDA”) multiples, net income multiples, or book value multiples for similar guideline public companies and/or similar recent investment transactions. For stressed equity investments, a liquidation analysis was prepared. For the private REIT investments, enterprise values were determined based on an average of results from a net asset value analysis of the underlying property investments and a dividend yield analysis utilizing capitalization rates and dividend yields, respectively, for similar guideline companies and/or similar recent investment transactions.
In determining the range of value for our investments in CLOs, management and the independent valuation firm used a discounted cash flow model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date. For each CLO security, the most appropriate valuation approach was chosen from alternative approaches to ensure the most accurate valuation for such security. A waterfall engine was used to store the collateral data, generate collateral cash flows from the assets based on various assumptions for the risk factors, distribute the cash flows to the liability structure based on the payment priorities, and discount them back using proper discount rates to expected maturity or call date.
CLO investments may be riskier and less transparent to us than direct investments in underlying companies. CLOs typically will have no significant assets other than their underlying senior secured loans. Therefore, payments on CLO investments are and will be payable solely from the cash flows from such senior secured loans. Our CLO investments are exposed to leveraged credit risk. If certain minimum collateral value ratios and/or interest coverage ratios are not met by a CLO, primarily due to senior secured loan defaults, then cash flow that otherwise would have been available to pay distributions to us on our CLO investments may instead be used to redeem any senior notes or to purchase additional senior secured loans, until the ratios again exceed the minimum required levels or any senior notes are repaid in full. Our CLO investments and/or the underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on our value. We are not responsible for and have no influence over the asset management of the portfolios underlying the CLO investments we hold as those portfolios are managed by non-affiliated third party CLO collateral managers.
Our portfolio consists of residual interests and junior debt investments in CLOs, which involve a number of significant risks. CLOs are typically very highly levered (10 - 14 times), and therefore the junior debt and residual interest tranches that we invest in are subject to a higher degree of risk of total loss. In particular, investors in CLO residual interests indirectly bear risks of the underlying loan investments held by such CLOs. We generally have the right to receive payments only from the CLOs, and generally do not have direct rights against the underlying borrowers or the entity that sponsored the CLO. While the CLOs we target generally enable the investor to acquire interests in a pool of senior loans without the expenses associated with directly holding the same investments, our prices of indices and securities underlying CLOs will rise or fall. These prices (and, therefore, the prices of the CLOs) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO investment in which we invest to satisfy financial covenants, including with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO fails certain tests, holders of debt senior to us may be entitled to additional payments that would, in turn, reduce the payments we would otherwise be entitled to receive. Separately, we may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting CLO or any other investment we may make. If any of these occur, it could materially and adversely affect our operating results and cash flows.
The interests we have acquired in CLOs are generally thinly traded or have only a limited trading market. CLOs are typically privately offered and sold, even in the secondary market. As a result, investments in CLOs may be characterized as illiquid securities. In addition to the general risks associated with investing in debt securities, CLO residual interests carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the fact that our investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO investment or unexpected investment results. Our net asset value may also decline over time if our principal recovery with respect to CLO residual interests is less than the price that we paid for those investments.
An increase in LIBOR would materially increase the CLO’s financing costs. Since most of the collateral positions within the CLOs have LIBOR floors, there may not be corresponding increases in investment income (if LIBOR increases but stays below the LIBOR floor rate of such investments) resulting in materially smaller distribution payments to the residual interest investors.
We anticipate that the CLOs in which we invest may constitute “passive foreign investment companies” (“PFICs”). If we acquire shares in a PFIC (including residual interest tranche investments in CLOs that are PFICs), we may be subject to federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend to our stockholders. Certain elections may be available to mitigate or eliminate such tax on excess distributions, but such elections (if available) will generally require us to recognize our share of the PFICs income for each year regardless of whether we receive any distributions from such PFICs. We must nonetheless distribute such income to maintain its status as a RIC.
If we hold more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation (“CFC”) (including residual interest tranche investments in a CLO investment treated as a CFC), we may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of the corporation’s income for the tax year (including both ordinary earnings and capital gains). If we are required to include such deemed distributions from a CFC in our income, we will be required to distribute such income to maintain its RIC status regardless of whether or not the CFC makes an actual distribution during such year.
Legislation enacted in 2010 imposes a withholding tax of 30% on payments of U.S. source interest and dividends paid after December 31, 2013, or gross proceeds from the disposition of an instrument that produces U.S. source interest or dividends paid after December 31, 2016, to certain non-U.S. entities, including certain non-U.S. financial institutions and investment funds, unless such non-U.S. entity complies with certain reporting requirements regarding its United States account holders and its United States owners. Most CLOs in which we invest will be treated as non-U.S. financial entities for this purpose, and therefore will be required to comply with these reporting requirements to avoid the 30% withholding. If a CLO in which we invest fails to properly comply with these reporting requirements, it could reduce the amounts available to distribute to residual interest and junior debt holders in such CLO vehicle, which could materially and adversely affect our operating results and cash flows.
If we are required to include amounts in income prior to receiving distributions representing such income, we may have to sell some of its investments at times and/or at prices management would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.
The significant unobservable input used to value our investments based on the yield analysis and discounted cash flow analysis is the market yield (or applicable discount rate) used to discount the estimated future cash flows expected to be received from the underlying investment, which includes both future principal and interest/dividend payments. Increases or decreases in the market yield (or applicable discount rate) would result in a decrease or increase, respectively, in the fair value measurement. Management and the independent valuation firm consider the following factors when selecting market yields or discount rates: risk of default, rating of the investment and comparable company investments, and call provisions.
The significant unobservable inputs used to value our investments based on the EV analysis may include market multiples of specified financial measures such as EBITDA, net income, or book value of identified guideline public companies, implied valuation multiples from precedent M&A transactions, and/or discount rates applied in a discounted cash flow analysis. The independent valuation firm identifies a population of publicly traded companies with similar operations and key attributes to that of the portfolio company. Using valuation and operating metrics of these guideline public companies and/or as implied by relevant precedent transactions, a range of multiples of the latest twelve months EBITDA, or other measure such as net income or book value, is typically calculated. The independent valuation firm utilizes the determined multiples to estimate the portfolio company’s EV generally based on the latest twelve months EBITDA of the portfolio company (or other meaningful measure). Increases or decreases in the multiple may result in an increase or decrease, respectively, in EV which may increase or decrease the fair value measurement of the debt and/or equity investment, as applicable. In certain instances, a discounted cash flow analysis may be considered in estimating EV, in which case, discount rates based on a weighted average cost of capital and application of the Capital Asset Pricing Model may be utilized.
The significant unobservable input used to value our investments based on the net asset value analysis is the capitalization rate applied to the earnings measure of the underlying property. Increases or decreases in the capitalization rate would result in a decrease or increase, respectively, in the fair value measurement.
Changes in market yields, discount rates, capitalization rates or EBITDA multiples, each in isolation, may change the fair value measurement of certain of our investments. Generally, an increase in market yields, discount rates or capitalization rates, or a decrease in EBITDA (or other) multiples may result in a decrease in the fair value measurement of certain of our investments.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the currently assigned valuations.
During the three months ended September 30, 2015, the valuation methodology for Empire Today, LLC (“Empire”) changed to remove the waterfall analysis used in previous periods due to positive trends in financial performance and deleveraging. As a result of this change and current market conditions, the fair value of our investment in Empire increased to $13,818 as of September 30, 2015, a discount of $1,726 from its amortized cost, compared to the $2,448 unrealized depreciation recorded at June 30, 2015.
During the three months ended September 30, 2015, the valuation methodology for Lasership, Inc. (“Lasership”) changed to incorporate a waterfall analysis. As a result of this change, and in recognition of recent company performance and current market conditions, we decreased the fair value of our investment in Lasership to $44,853 as of September 30, 2015, a discount of $11,485 to its amortized cost, compared to the $7,067 unrealized depreciation recorded at June 30, 2015.
During the three months ended September 30, 2015, the valuation methodology for Pacific World Corporation (“Pacific World”) changed to incorporate a waterfall analysis. As a result of this change, and in recognition of recent company performance, we decreased the fair value of our investment in Pacific World to $179,020 as of September 30, 2015, a discount of $21,480 compared to the $21,328 unrealized depreciation recorded at June 30, 2015.
During the three months ended September 30, 2015, the valuation methodology for Targus Group International, Inc. (“Targus”) changed to remove the secondary trade data used in previous periods due to illiquidity. As a result of this change, and in recognition of recent company performance and current market conditions, we decreased the fair value of our investment in Targus to $16,860 as of September 30, 2015, a discount of $4,601 from its amortized cost, compared to the $4,145 unrealized depreciation recorded at June 30, 2015.
During the three months ended September 30, 2015, the valuation methodology for Tolt Solutions, Inc. (“Tolt”) changed to a incorporate the call premium due to expected refinancing in October 2015. As a result of this change, and in recognition of recent company performance and current market conditions, we increased the fair value of our investment in Tolt to $96,382 as of September 30, 2015, equal to its amortized cost, compared to the $4,999 unrealized depreciation recorded at June 30, 2015.
During the three months ended September 30, 2015, the valuation methodology for United States Environmental Services, LLC (“USES”) changed to incorporate a waterfall analysis. As a result of this change, and in recognition of recent company performance and current market conditions, we decreased the fair value of our investment in USES to $53,323 as of September 30, 2015, a discount of $5,777 from its amortized cost, compared to the $4,293 unrealized depreciation recorded at June 30, 2015.
During the three months ended September 30, 2015, the valuation methodology for American Gilsonite Company (“AGC”) changed to incorporate a waterfall analysis. Management adopted the waterfall analysis due to a deterioration in operating results and resulting credit impairment. As a result of this change, and in recognition of recent company performance and current market conditions, we decreased the fair value of our investment in AGC to $13,084 as of September 30, 2015, a discount of $1,671 from its amortized cost, compared to the $1,468 unrealized depreciation recorded at June 30, 2015.
During the three months ended September 30, 2015, we provided $799 of equity financing to American Property REIT Corp. (“APRC”) to fund capital expenditures for existing properties. As of September 30, 2015, our investment in APRC had an amortized cost of $101,547 and a fair value of $120,348.
As of September 30, 2015, APRC’s real estate portfolio was comprised of twelve multi-family properties and one commercial property. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by APRC as of September 30, 2015.
|
| | | | | | | | | | | | | | |
No. | | Property Name | | City | | Acquisition Date | | Purchase Price | | Mortgage Outstanding |
1 | | 1557 Terrell Mill Road, LLC | | Marietta, GA | | 12/28/2012 | | $ | 23,500 |
| | $ | 15,099 |
|
2 | | Lofton Place, LLC | | Tampa, FL | | 4/30/2013 | | 26,000 |
| | 16,965 |
|
3 | | Vista Palma Sola, LLC | | Bradenton, FL | | 4/30/2013 | | 27,000 |
| | 17,550 |
|
4 | | Arlington Park Marietta, LLC | | Marietta, GA | | 5/8/2013 | | 14,850 |
| | 9,650 |
|
5 | | Cordova Regency, LLC | | Pensacola, FL | | 11/15/2013 | | 13,750 |
| | 9,026 |
|
6 | | Crestview at Oakleigh, LLC | | Pensacola, FL | | 11/15/2013 | | 17,500 |
| | 11,488 |
|
7 | | Inverness Lakes, LLC | | Mobile, AL | | 11/15/2013 | | 29,600 |
| | 19,400 |
|
8 | | Kings Mill Pensacola, LLC | | Pensacola, FL | | 11/15/2013 | | 20,750 |
| | 13,622 |
|
9 | | Plantations at Pine Lake, LLC | | Tallahassee, FL | | 11/15/2013 | | 18,000 |
| | 11,817 |
|
10 | | Verandas at Rocky Ridge, LLC | | Birmingham, AL | | 11/15/2013 | | 15,600 |
| | 10,205 |
|
11 | | Plantations at Hillcrest, LLC | | Mobile, AL | | 1/17/2014 | | 6,930 |
| | 4,950 |
|
12 | | Crestview at Cordova, LLC | | Pensacola, FL | | 1/17/2014 | | 8,500 |
| | 4,928 |
|
13 | | Taco Bell, OK | | Yukon, OK | | 6/4/2014 | | 1,719 |
| | — |
|
| | | | | | | | $ | 223,699 |
| | $ | 144,700 |
|
During the three months ended September 30, 2015, we provided $68,154 and $17,415 of debt and equity financing, respectively, to National Property REIT Corp. (“NPRC”) to enable certain of its wholly-owned subsidiaries to invest in online consumer loans.
The online consumer loan investments held by certain of NPRC’s wholly-owned subsidiaries are unsecured obligations of individual borrowers that are issued in amounts ranging from $1 to $50, with fixed terms ranging from 24 to 85 months. As of September 30, 2015, the investment in online consumer loans by certain of NPRC’s wholly-owned subsidiaries was comprised of 51,522 individual loans and had an aggregate fair value of $459,307. The average outstanding individual loan balance is approximately $9 and the loans mature on dates ranging from October 31, 2016 to October 25, 2022 with an average outstanding term of 37 months as of September 30, 2015. Fixed interest rates range from 4.0% to 29.0% with a weighted-average current interest rate of 19.5%.
During the three months ended September 30, 2015, we provided $159 of equity financing, respectively, to NPRC to fund capital expenditures for existing properties. As of September 30, 2015, our investment in NPRC had an amortized cost of $536,091 and a fair value of $547,296.
As of September 30, 2015, NPRC’s real estate portfolio was comprised of eleven multi-family properties, twelve self-storage properties, and one commercial property. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by NPRC as of September 30, 2015.
|
| | | | | | | | | | | | | | |
No. | | Property Name | | City | | Acquisition Date | | Purchase Price | | Mortgage Outstanding |
1 | | 146 Forest Parkway, LLC | | Forest Park, GA | | 10/24/2012 | | $ | 7,400 |
| | $ | — |
|
2 | | 5100 Live Oaks Blvd, LLC | | Tampa, FL | | 1/17/2013 | | 63,400 |
| | 39,600 |
|
3 | | NPRC Carroll Resort, LLC | | Pembroke Pines, FL | | 6/24/2013 | | 225,000 |
| | 157,500 |
|
4 | | APH Carroll 41, LLC | | Marietta, GA | | 11/1/2013 | | 30,600 |
| | 22,020 |
|
5 | | Matthews Reserve II, LLC | | Matthews, NC | | 11/19/2013 | | 22,063 |
| | 17,571 |
|
6 | | City West Apartments II, LLC | | Orlando, FL | | 11/19/2013 | | 23,562 |
| | 18,533 |
|
7 | | Vinings Corner II, LLC | | Smyrna, GA | | 11/19/2013 | | 35,691 |
| | 26,640 |
|
8 | | Uptown Park Apartments II, LLC | | Altamonte Springs, FL | | 11/19/2013 | | 36,590 |
| | 27,471 |
|
9 | | Mission Gate II, LLC | | Plano, TX | | 11/19/2013 | | 47,621 |
| | 36,148 |
|
10 | | St. Marin Apartments II, LLC | | Coppell, TX | | 11/19/2013 | | 73,078 |
| | 53,863 |
|
11 | | APH Carroll Bartram Park, LLC | | Jacksonville, FL | | 12/31/2013 | | 38,000 |
| | 28,432 |
|
12 | | APH Carroll Atlantic Beach, LLC | | Atlantic Beach, FL | | 1/31/2014 | | 13,025 |
| | 8,879 |
|
13 | | 23 Mile Road Self Storage, LLC | | Chesterfield, MI | | 8/19/2014 | | 5,804 |
| | 4,350 |
|
14 | | 36th Street Self Storage, LLC | | Wyoming, MI | | 8/19/2014 | | 4,800 |
| | 3,600 |
|
15 | | Ball Avenue Self Storage, LLC | | Grand Rapids, MI | | 8/19/2014 | | 7,281 |
| | 5,460 |
|
16 | | Ford Road Self Storage, LLC | | Westland, MI | | 8/29/2014 | | 4,642 |
| | 3,480 |
|
17 | | Ann Arbor Kalamazoo Self Storage, LLC | | Ann Arbor, MI | | 8/29/2014 | | 4,458 |
| | 3,345 |
|
18 | | Ann Arbor Kalamazoo Self Storage, LLC | | Scio, MI | | 8/29/2014 | | 8,927 |
| | 6,695 |
|
19 | | Ann Arbor Kalamazoo Self Storage, LLC | | Kalamazoo, MI | | 8/29/2014 | | 2,363 |
| | 1,775 |
|
20 | | Jolly Road Self Storage, LLC | | Okemos, MI | | 1/16/2015 | | 7,492 |
| | 5,620 |
|
21 | | Eaton Rapids Road Self Storage, LLC | | Lansing West, MI | | 1/16/2015 | | 1,741 |
| | 1,305 |
|
22 | | Haggerty Road Self Storage, LLC | | Novi, MI | | 1/16/2015 | | 6,700 |
| | 5,025 |
|
23 | | Waldon Road Self Storage, LLC | | Lake Orion, MI | | 1/16/2015 | | 6,965 |
| | 5,225 |
|
24 | | Tyler Road Self Storage, LLC | | Ypsilanti, MI | | 1/16/2015 | | 3,507 |
| | 2,630 |
|
| | | | | | | | $ | 680,710 |
| | $ | 485,167 |
|
During the three months ended September 30, 2015, we provided $1,738 and $306 of debt and equity financing, respectively, to United Property REIT Corp. (“UPRC”) to fund capital expenditures for existing properties. As of September 30, 2015, our investment in UPRC had an amortized cost of $77,671 and a fair value of $89,947.
As of September 30, 2015, UPRC’s real estate portfolio was comprised of fifteen multi-families properties and one commercial property. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by UPRC as of September 30, 2015.
|
| | | | | | | | | | | | | | |
No. | | Property Name | | City | | Acquisition Date | | Purchase Price | | Mortgage Outstanding |
1 | | Atlanta Eastwood Village LLC | | Stockbridge, GA | | 12/12/2013 | | $ | 25,957 |
| | $ | 19,785 |
|
2 | | Atlanta Monterey Village LLC | | Jonesboro, GA | | 12/12/2013 | | 11,501 |
| | 9,193 |
|
3 | | Atlanta Hidden Creek LLC | | Morrow, GA | | 12/12/2013 | | 5,098 |
| | 3,619 |
|
4 | | Atlanta Meadow Springs LLC | | College Park, GA | | 12/12/2013 | | 13,116 |
| | 10,180 |
|
5 | | Atlanta Meadow View LLC | | College Park, GA | | 12/12/2013 | | 14,354 |
| | 11,141 |
|
6 | | Atlanta Peachtree Landing LLC | | Fairburn, GA | | 12/12/2013 | | 17,224 |
| | 13,575 |
|
7 | | Taco Bell, MO | | Marshall, MO | | 6/4/2014 | | 1,405 |
| | — |
|
8 | | Canterbury Green Apartments Holdings LLC | | Fort Wayne, IN | | 9/29/2014 | | 85,500 |
| | 65,825 |
|
9 | | Abbie Lakes OH Partners, LLC | | Canal Winchester, OH | | 9/30/2014 | | 12,600 |
| | 10,440 |
|
10 | | Kengary Way OH Partners, LLC | | Reynoldsburg, OH | | 9/30/2014 | | 11,500 |
| | 11,000 |
|
11 | | Lakeview Trail OH Partners, LLC | | Canal Winchester, OH | | 9/30/2014 | | 26,500 |
| | 20,142 |
|
12 | | Lakepoint OH Partners, LLC | | Pickerington, OH | | 9/30/2014 | | 11,000 |
| | 10,080 |
|
13 | | Sunbury OH Partners, LLC | | Columbus, OH | | 9/30/2014 | | 13,000 |
| | 10,480 |
|
14 | | Heatherbridge OH Partners, LLC | | Blacklick, OH | | 9/30/2014 | | 18,416 |
| | 15,480 |
|
15 | | Jefferson Chase OH Partners, LLC | | Blacklick, OH | | 9/30/2014 | | 13,551 |
| | 12,240 |
|
16 | | Goldenstrand OH Partners, LLC | | Hilliard, OH | | 10/29/2014 | | 7,810 |
| | 8,040 |
|
| | | | | | | | $ | 288,532 |
| | $ | 231,220 |
|
On August 1, 2014, we sold our investments in Airmall Inc. (“Airmall”) for net proceeds of $51,379 and realized a loss of $3,473 on the sale. In addition, there is $6,000 being held in escrow, of which 98% is due to Prospect, which will be recognized as an additional realized loss if it is not received. Included in the net proceeds were $3,000 of structuring fees from Airmall related to the sale of the operating company which was recognized as other income during the three months ended September 30, 2014. On October 22, 2014, we received a tax refund of $665 related to our investment in Airmall for which we realized a gain of the same amount.
On August 20, 2014, we sold the assets of Borga, Inc. (“Borga”), a wholly-owned subsidiary of STI Holding, Inc., for net proceeds of $382 and realized a loss of $2,589 on the sale. On December 29, 2014, Borga was dissolved.
On August 25, 2014, we sold Boxercraft Incorporated, a wholly-owned subsidiary of BXC Company, Inc., for net proceeds of $750 and realized a net loss of $16,949 on the sale.
On September 15, 2014, Echelon Aviation LLC repaid $37,313 of the $78,121 loan receivable to us.
On September 30, 2014, we made a $26,431 follow-on investment in Harbortouch Payments, LLC (“Harbortouch”) to support an acquisition. As part of the transaction, we received $529 of structuring fee income and $50 of amendment fee income from Harbortouch which was recognized as other income.
During the three months ended September 30, 2014, we determined that our investment in Appalachian Energy LLC was impaired and recorded a realized loss of $2,050, reducing the amortized cost to zero.
On August 12, 2015, we sold 780 of our small business whole loans (with a cost of $30,968) purchased from OnDeck to Jefferies Asset Funding LLC for proceeds of $26,619, net of related transaction expenses, and a trust certificate representing a 41.54% interest in the MarketPlace Loan Trust, Series 2015-OD2. We realized a loss of $775 on the sale.
As of September 30, 2015, $4,207,476 of our loans, at fair value, bear interest at floating rates and $4,174,694 of those loans have LIBOR floors ranging from 0.3% to 5.5%. As of June 30, 2015, $4,413,161 of our loans, at fair value, bore interest at floating rates and $4,380,763 of those loans had LIBOR floors ranging from 0.5% to 5.5%.
At September 30, 2015, five loan investments were on non-accrual status: CP Energy Services, Inc., Gulf Coast Machine & Supply Company (“Gulf Coast”), New Century Transportation, Inc. (“NCT”), Wind River Resources Corporation (“Wind River”), and Wolf Energy, LLC (“Wolf Energy”). At June 30, 2015, four loan investments were on non-accrual status: Gulf Coast, NCT, Wind River, and Wolf Energy. Principal balances of these loans amounted to $168,723 and $62,143 as of September 30, 2015 and June 30, 2015, respectively. The fair value of these loans amounted to $94,083 and $6,918 as of September 30, 2015 and June 30, 2015, respectively. The fair values of these investments represent approximately 1.4% and 0.1% of our total assets as of September 30, 2015 and June 30, 2015, respectively. For the three months ended September 30, 2015 and September 30, 2014, the income foregone as a result of not accruing interest on non-accrual debt investments amounted to $5,784 and $7,994, respectively.
Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 2.00%. As of September 30, 2015 and June 30, 2015, we had $84,184 and $88,288, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies. Our undrawn committed revolvers and delayed draw term loans are fair valued with zero value as of September 30, 2015 and June 30, 2015, respectively, and are included in the accompanying Consolidated Schedule of Investments.
During the year ended June 30, 2015, we sold $132,909 of the outstanding principal balance of the senior secured Term Loan A investments in certain portfolio companies. There was no gain or loss realized on the sale. We serve as an agent for these loans and collect a servicing fee from the counterparties on behalf of the Investment Adviser. We receive a credit for these payments as a reduction of base management fee payable by us to the Investment Adviser. See Note 13 for further discussion.
Unconsolidated Significant Subsidiaries
Our investments are generally in small and mid-sized companies in a variety of industries. In accordance with Rules 3-09 and 4-08(g) of Regulation S-X, we must determine which of our unconsolidated controlled portfolio companies are considered “significant subsidiaries”, if any. In evaluating these investments, there are three tests utilized to determine if any of our controlled investments are considered significant subsidiaries: the investment test, the asset test and the income test. Rule 3-09 of Regulation S-X requires separate audited financial statements of an unconsolidated subsidiary in an annual report if any of the three tests exceed 20%. Rule 4-08(g) of Regulation S-X requires summarized financial information in an annual report if any of the three tests exceeds 10%, and summarized financial information in a quarterly report if any of the three tests exceeds 20% pursuant to Rule 10-01(b) of Regulation S-X.
As of September 30, 2015 and June 30, 2015, we did not have a single investment that represented greater than 20% of our total investment portfolio at fair value or 20% of our total assets. Income, consisting of interest, dividends, fees, other investment income and gains or losses, which can fluctuate upon repayment or sale of an investment or the marking to fair value an investment in any given period can be highly concentrated among several investments. After performing the income analysis for the three months ended September 30, 2015, as currently promulgated by the SEC, we determined that three of our controlled investments individually generated more than 20% of our income, primarily due to unrealized appreciation/depreciation that was recognized on the investment during the three months ended September 30, 2015. We do not believe that the calculation promulgated by the SEC correctly identifies significant subsidiaries but have included First Tower, Harbortouch and Valley Electric as significant subsidiaries.
The following tables show summarized financial information for First Tower Finance Company LLC and its subsidiaries:
|
| | | | | | |
| September 30, 2015 | June 30, 2015 |
Balance Sheet Data | | |
Cash and cash equivalents | $ | 69,651 |
| $ | 65,614 |
|
Finance receivables, net | 434,581 |
| 400,451 |
|
Intangibles, including goodwill | 117,907 |
| 121,822 |
|
Other assets | 18,228 |
| 17,373 |
|
Notes payable | 367,179 |
| 334,637 |
|
Notes payable, due to Prospect or Affiliate | 251,246 |
| 251,578 |
|
Other liabilities | 51,515 |
| 47,493 |
|
Total equity | (29,573 | ) | (28,448 | ) |
|
| | | | | | |
| Three Months Ended September 30, |
| 2015 | 2014 |
Summary of Operations | | |
Total revenue | $ | 53,751 |
| $ | 53,130 |
|
Total expenses | 55,148 |
| 52,730 |
|
Net (loss) income | $ | (1,397 | ) | $ | 400 |
|
The following tables show summarized financial information for Harbortouch Payments, LLC:
|
| | | | | | |
| August 31, 2015 | June 30, 2015 |
Balance Sheet Data | | |
Cash and cash equivalents | $ | 538 |
| $ | 168 |
|
Receivables | 31,799 |
| 28,721 |
|
Intangibles, including goodwill | 342,823 |
| 351,396 |
|
Other assets | 27,317 |
| 28,686 |
|
Notes payable | 25,553 |
| 25,132 |
|
Notes payable, due to Prospect or Affiliate | 295,460 |
| 296,734 |
|
Other liabilities | 37,907 |
| 37,235 |
|
Total equity | 43,557 |
| 49,870 |
|
|
| | | | | | |
| Three Months Ended August 31, |
| 2015 | 2014 |
Summary of Operations | | |
Total revenue | $ | 78,002 |
| $ | 69,950 |
|
Total expenses | 88,222 |
| 81,083 |
|
Net loss | $ | (10,220 | ) | $ | (11,133 | ) |
The following tables show summarized financial information for Valley Electric Company, Inc. and its subsidiaries:
|
| | | | | | |
| September 30, 2015 | June 30, 2015 |
Balance Sheet Data | | |
Cash and cash equivalents | $ | (223 | ) | $ | 522 |
|
Accounts receivable | 24,431 |
| 28,324 |
|
Goodwill | 17,269 |
| 18,021 |
|
Other assets | 10,437 |
| 11,997 |
|
Accounts payable | 6,327 |
| 6,266 |
|
Notes payable, due to Prospect or Affiliate | 33,173 |
| 32,633 |
|
Other liabilities | 9,015 |
| 15,199 |
|
Total equity | 3,399 |
| 4,766 |
|
|
| | | | | | |
| Three Months Ended September 30, |
| 2015 | 2014 |
Summary of Operations | | |
Total revenue | $ | 30,345 |
| $ | 22,952 |
|
Total expenses | 31,935 |
| 25,492 |
|
Net loss | $ | (1,590 | ) | $ | (2,540 | ) |
The SEC has requested for comments on the proper mechanics of how the calculations related to Rules 3-09 and 4-08(g) of Regulation S-X should be completed. There is currently diversity in practice for the calculations. We expect that the SEC will clarify the calculation methods in the near future.
Note 4. Revolving Credit Facility
On March 27, 2012, we closed on an extended and expanded credit facility with a syndicate of lenders through PCF (the “2012 Facility”). The lenders had extended commitments of $857,500 under the 2012 Facility as of June 30, 2014, which was increased to $877,500 in July 2014. The 2012 Facility included an accordion feature which allowed commitments to be increased up to $1,000,000 in the aggregate. Interest on borrowings under the 2012 Facility was one-month LIBOR plus 275 basis points with no minimum LIBOR floor. Additionally, the lenders charged a fee on the unused portion of the 2012 Facility equal to either 50 basis points if at least half of the credit facility is drawn or 100 basis points otherwise.
On August 29, 2014, we renegotiated the 2012 Facility and closed an expanded five and a half year revolving credit facility (the “2014 Facility” and collectively with the 2012 Facility, the “Revolving Credit Facility”). The lenders have extended commitments of $885,000 under the 2014 Facility as of September 30, 2015. The 2014 Facility includes an accordion feature which allows commitments to be increased up to $1,500,000 in the aggregate. The revolving period of the 2014 Facility extends through March 2019, with an additional one year amortization period (with distributions allowed) after the completion of the revolving period. During such one year amortization period, all principal payments on the pledged assets will be applied to reduce the balance. At the end of the one year amortization period, the remaining balance will become due, if required by the lenders.
The 2014 Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans, interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements. The 2014 Facility also contains certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, violation of which could result in the early termination of the 2014 Facility. The 2014 Facility also requires the maintenance of a minimum liquidity requirement. As of September 30, 2015, we were in compliance with the applicable covenants.
Interest on borrowings under the 2014 Facility is one-month LIBOR plus 225 basis points with no minimum LIBOR floor. Additionally, the lenders charge a fee on the unused portion of the 2014 Facility equal to either 50 basis points if at least 35% of the credit facility is drawn or 100 basis points otherwise. The 2014 Facility requires us to pledge assets as collateral in order to borrow under the credit facility.
As of September 30, 2015 and June 30, 2015, we had $724,982 and $721,800, respectively, available to us for borrowing under the Revolving Credit Facility, of which the amount outstanding was $156,700 and $368,700, respectively. As additional eligible investments are transferred to PCF and pledged under the Revolving Credit Facility, PCF will generate additional availability up to the current commitment amount of $885,000. As of September 30, 2015, the investments, including money market funds, used as collateral for the Revolving Credit Facility had an aggregate fair value of $1,511,917, which represents 23.3% of our total investments and money market funds. These assets are held and owned by PCF, a bankruptcy remote special purpose entity, and as such, these investments are not available to our general creditors. The release of any assets from PCF requires the approval of the facility agent.
In connection with the origination and amendments of the Revolving Credit Facility, we incurred $12,405 of new fees and $3,539 of fees carried over for continuing participants from the previous facility, which are being amortized over the term of the facility in accordance with ASC 470-50, of which $9,587 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015. In accordance with ASC 470-50, we expensed $332 of fees relating to credit providers in the 2012 Facility who did not commit to the 2014 Facility.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $3,701 and $4,011, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense.
Note 5. Convertible Notes
On December 21, 2010, we issued $150,000 aggregate principal amount of convertible notes that mature on December 15, 2015 (the “2015 Notes”), unless previously converted or repurchased in accordance with their terms. The 2015 Notes bear interest at a rate of 6.25% per year, payable semi-annually on June 15 and December 15 of each year, beginning June 15, 2011. Total proceeds from the issuance of the 2015 Notes, net of underwriting discounts and offering costs, were $145,200.
On February 18, 2011, we issued $172,500 aggregate principal amount of convertible notes that mature on August 15, 2016 (the “2016 Notes”), unless previously converted or repurchased in accordance with their terms. The 2016 Notes bear interest at a rate of 5.50% per year, payable semi-annually on February 15 and August 15 of each year, beginning August 15, 2011. Total proceeds from the issuance of the 2016 Notes, net of underwriting discounts and offering costs, were $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000 aggregate principal amount of the 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30, 2012.
On April 16, 2012, we issued $130,000 aggregate principal amount of convertible notes that mature on October 15, 2017 (the “2017 Notes”), unless previously converted or repurchased in accordance with their terms. The 2017 Notes bear interest at a rate of 5.375% per year, payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2012. Total proceeds from the issuance of the 2017 Notes, net of underwriting discounts and offering costs, were $126,035.
On August 14, 2012, we issued $200,000 aggregate principal amount of convertible notes that mature on March 15, 2018 (the “2018 Notes”), unless previously converted or repurchased in accordance with their terms. The 2018 Notes bear interest at a rate of 5.75% per year, payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2013. Total proceeds from the issuance of the 2018 Notes, net of underwriting discounts and offering costs, were $193,600.
On December 21, 2012, we issued $200,000 aggregate principal amount of convertible notes that mature on January 15, 2019 (the “2019 Notes”), unless previously converted or repurchased in accordance with their terms. The 2019 Notes bear interest at a rate of 5.875% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2013. Total proceeds from the issuance of the 2019 Notes, net of underwriting discounts and offering costs, were $193,600.
On April 11, 2014, we issued $400,000 aggregate principal amount of convertible notes that mature on April 15, 2020 (the “2020 Notes”), unless previously converted or repurchased in accordance with their terms. The 2020 Notes bear interest at a rate of 4.75% per year, payable semi-annually on April 15 and October 15 each year, beginning October 15, 2014. Total proceeds from the issuance of the 2020 Notes, net of underwriting discounts and offering costs, were $387,500. On January 30, 2015, we repurchased $8,000 aggregate principal amount of the 2020 Notes at a price of 93.0, including commissions. As a result of this transaction, we recorded a gain in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net gain on the extinguishment of the 2020 Notes in the year ended June 30, 2015 was $332.
Certain key terms related to the convertible features for the 2015 Notes, the 2016 Notes, the 2017 Notes, the 2018 Notes, the 2019 Notes and the 2020 Notes (collectively, the “Convertible Notes”) are listed below.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| 2015 Notes |
| | 2016 Notes |
| | 2017 Notes |
| | 2018 Notes |
| | 2019 Notes |
| | 2020 Notes |
|
Initial conversion rate(1) | 88.0902 |
| | 78.3699 |
| | 85.8442 |
| | 82.3451 |
| | 79.7766 |
| | 80.6647 |
|
Initial conversion price | $ | 11.35 |
| | $ | 12.76 |
| | $ | 11.65 |
| | $ | 12.14 |
| | $ | 12.54 |
| | $ | 12.40 |
|
Conversion rate at September 30, 2015(1)(2) | 89.9752 |
| | 80.2196 |
| | 87.7516 |
| | 84.1497 |
| | 79.8248 |
| | 80.6670 |
|
Conversion price at September 30, 2015(2)(3) | $ | 11.11 |
| | $ | 12.47 |
| | $ | 11.40 |
| | $ | 11.88 |
| | $ | 12.53 |
| | $ | 12.40 |
|
Last conversion price calculation date | 12/21/2014 |
| | 2/18/2015 |
| | 4/16/2015 |
| | 8/14/2015 |
| | 12/21/2014 |
| | 4/11/2015 |
|
Dividend threshold amount (per share)(4) | $ | 0.101125 |
| | $ | 0.101150 |
| | $ | 0.101500 |
| | $ | 0.101600 |
| | $ | 0.110025 |
| | $ | 0.110525 |
|
| |
(1) | Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted. |
| |
(2) | Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date. |
| |
(3) | The conversion price in effect at September 30, 2015 was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. |
| |
(4) | The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. |
In no event will the total number of shares of common stock issuable upon conversion exceed 96.8992 per $1 principal amount of the 2015 Notes (the “conversion rate cap”), except that, to the extent we receive written guidance or a no-action letter from the staff of the Securities and Exchange Commission (the “Guidance”) permitting us to adjust the conversion rate in certain instances without regard to the conversion rate cap and to make the 2015 Notes convertible into certain reference property in accordance with certain reclassifications, business combinations, asset sales and corporate events by us without regard to the conversion rate cap, we will make such adjustments without regard to the conversion rate cap and will also, to the extent that we make any such adjustment without regard to the conversion rate cap pursuant to the Guidance, adjust the conversion rate cap accordingly. We will use our commercially reasonable efforts to obtain such Guidance as promptly as practicable.
Prior to obtaining the Guidance, we will not engage in certain transactions that would result in an adjustment to the conversion rate increasing the conversion rate beyond what it would have been in the absence of such transaction unless we have engaged in a reverse stock split or share combination transaction such that in our reasonable best estimation, the conversion rate following the adjustment for such transaction will not be any closer to the conversion rate cap than it would have been in the absence of such transaction.
Upon conversion, unless a holder converts after a record date for an interest payment but prior to the corresponding interest payment date, the holder will receive a separate cash payment with respect to the notes surrendered for conversion representing accrued and unpaid interest to, but not including, the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Convertible Notes.
No holder of Convertible Notes will be entitled to receive shares of our common stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of our common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change. We will not issue any shares in connection with the conversion or redemption of the Convertible Notes which would equal or exceed 20% of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.
Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Convertible Notes upon a fundamental change at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. In addition, upon a fundamental change that constitutes a non-stock change of control we will also pay holders an amount in cash equal to the present value of all remaining interest payments (without duplication of the foregoing amounts) on such Convertible Notes through and including the maturity date.
In connection with the issuance of the Convertible Notes, we incurred $39,678 of fees which are being amortized over the terms of the notes, of which $19,407 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $18,729 and $18,589, respectively, of interest costs and amortization of financing costs on the Convertible Notes as interest expense.
Note 6. Public Notes
On May 1, 2012, we issued $100,000 aggregate principal amount of unsecured notes that were scheduled to mature on November 15, 2022 (the “2022 Notes”). The 2022 Notes bore interest at a rate of 6.95% per year, payable quarterly on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2012. Total proceeds from the issuance of the 2022 Notes, net of underwriting discounts and offering costs, were $97,000. On May 15, 2015, we redeemed $100,000 aggregate principal amount of the 2022 Notes at par. In connection with this transaction, we recorded a loss in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net loss on the extinguishment of the 2022 Notes in the year ended June 30, 2015 was $2,600.
On March 15, 2013, we issued $250,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “2023 Notes”). The 2023 Notes bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2013. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $245,885.
On April 7, 2014, we issued $300,000 aggregate principal amount of unsecured notes that mature on July 15, 2019 (the “5.00% 2019 Notes”). Included in the issuance is $45,000 of Prospect Capital InterNotes® that were exchanged for the 5.00% 2019 Notes. The 5.00% 2019 Notes bear interest at a rate of 5.00% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2014. Total proceeds from the issuance of the 5.00% 2019 Notes, net of underwriting discounts and offering costs, were $250,775.
The 2022 Notes, the 2023 Notes and the 5.00% 2019 Notes (collectively, the “Public Notes”) are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding.
In connection with the issuance of the 2023 Notes and the 5.00% 2019 Notes, we incurred $8,036 of fees which are being amortized over the term of the notes, of which $6,254 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $7,821 and $9,458, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense.
Note 7. Prospect Capital InterNotes®
On February 16, 2012, we entered into a selling agent agreement (the “Selling Agent Agreement”) with Incapital LLC, as purchasing agent for our issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes® (the “InterNotes® Offering”), which was increased to $1,500,000 in May 2014. Additional agents may be appointed by us from time to time in connection with the InterNotes® Offering and become parties to the Selling Agent Agreement.
These notes are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding. Each series of notes will be issued by a separate trust. These notes bear interest at fixed interest rates and offer a variety of maturities no less than twelve months from the original date of issuance.
During the three months ended September 30, 2015, we issued $48,134 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $47,381. These notes were issued with stated interest rates ranging from 4.625% to 5.25% with a weighted average interest rate of 5.06%. These notes mature between July 15, 2020 and March 15, 2022. The following table summarizes the Prospect Capital InterNotes® issued during the three months ended September 30, 2015.
|
| | | | | | | | | | | |
Tenor at Origination (in years) | | Principal Amount | | Interest Rate Range | | Weighted Average Interest Rate | | Maturity Date Range |
5 | | $ | 17,784 |
| | 4.63%–4.75% | | 4.74 | % | | July 15, 2020 – September 15, 2020 |
6.5 | | 30,350 |
| | 5.10%–5.25% | | 5.24 | % | | January 15, 2022 – March 15, 2022 |
| | $ | 48,134 |
| | | | | | |
During the three months ended September 30, 2014, we did not issue any Prospect Capital InterNotes®. During the three months ended September 30, 2014, we repaid $1,365 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus.
During the three months ended September 30, 2015, we repaid $628 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the three months ended September 30, 2015 was $15. The following table summarizes the Prospect Capital InterNotes® outstanding as of September 30, 2015.
|
| | | | | | | | | | | |
Tenor at Origination (in years) | | Principal Amount | | Interest Rate Range | | Weighted Average Interest Rate | | Maturity Date Range |
3 | | $ | 5,710 |
| | 4.00% | | 4.00 | % | | October 15, 2016 |
3.5 | | 3,109 |
| | 4.00% | | 4.00 | % | | April 15, 2017 |
4 | | 45,690 |
| | 3.75%–4.00% | | 3.92 | % | | November 15, 2017 – May 15, 2018 |
5 | | 225,472 |
| | 4.25%–5.00% | | 4.90 | % | | July 15, 2018 – September 15, 2020 |
5 | | 4,440 |
| | 4.63% | | 4.63 | % | | August 15, 2020 – September 15, 2020 |
5 | | 2,686 |
| | 4.63% | | 4.63 | % | | September 15, 2020 |
5 | | 5,000 |
| | 4.75% | | 4.75 | % | | August 15, 2019 |
6 | | 110,184 |
| | 4.25%–5.00% | | 4.65 | % | | February 15, 2019 – November 15, 2020 |
6.0 | | 2,197 |
| | 3.38% | | 3.38 | % | | April 15, 2021 – May 15, 2021 |
6.5 | | 36,062 |
| | 5.10%–5.50% | | 5.24 | % | | February 15, 2020 – March 15, 2022 |
7 | | 191,524 |
| | 4.00%–5.85% | | 5.13 | % | | September 15, 2019 – June 15, 2022 |
7.5 | | 1,996 |
| | 5.75% | | 5.75 | % | | February 15, 2021 |
10 | | 36,836 |
| | 3.29%–7.00% | | 6.12 | % | | March 15, 2022 – May 15, 2024 |
12 | | 2,978 |
| | 6.00% | | 6.00 | % | | November 15, 2025 – December 15, 2025 |
15 | | 17,365 |
| | 5.00%–6.00% | | 5.14 | % | | May 15, 2028 – November 15, 2028 |
18 | | 22,689 |
| | 4.13%–6.25% | | 5.52 | % | | December 15, 2030 – August 15, 2031 |
20 | | 4,530 |
| | 5.75%–6.00% | | 5.89 | % | | November 15, 2032 – October 15, 2033 |
25 | | 36,182 |
| | 6.25%–6.50% | | 6.39 | % | | August 15, 2038 – May 15, 2039 |
30 | | 120,298 |
| | 5.50%–6.75% | | 6.23 | % | | November 15, 2042 – October 15, 2043 |
| | $ | 874,948 |
| | | | |
| | |
The following table summarizes the Prospect Capital InterNotes® outstanding as of June 30, 2015.
|
| | | | | | | | | | | |
Tenor at Origination (in years) | | Principal Amount | | Interest Rate Range | | Weighted Average Interest Rate | | Maturity Date Range |
3 | | $ | 5,710 |
| | 4.00% | | 4.00 | % | | October 15, 2016 |
3.5 | | 3,109 |
| | 4.00% | | 4.00 | % | | April 15, 2017 |
4 | | 45,690 |
| | 3.75%–4.00% | | 3.92 | % | | November 15, 2017 – May 15, 2018 |
5 | | 207,719 |
| | 4.25%–5.00% | | 4.92 | % | | July 15, 2018 – May 15, 2019 |
5.25 | | 7,126 |
| | 4.63%–4.625% | | 4.63 | % | | August 15, 2020 – September 15, 2020 |
5.5 | | 115,184 |
| | 4.25%–5.00% | | 4.65 | % | | February 15, 2019 – November 15, 2020 |
6 | | 2,197 |
| | 3.38%–3.375% | | 3.38 | % | | April 15, 2021 – May 15, 2021 |
6.5 | | 5,712 |
| | 5.10%–5.50% | | 5.23 | % | | February 15, 2020 – December 15, 2021 |
7 | | 191,549 |
| | 4.00%–5.85% | | 5.13 | % | | September 15, 2019 – June 15, 2022 |
7.5 | | 1,996 |
| | 5.75% | | 5.75 | % | | February 15, 2021 |
10 | | 36,925 |
| | 3.29%–7.00% | | 6.11 | % | | March 15, 2022 – May 15, 2024 |
12 | | 2,978 |
| | 6.00% | | 6.00 | % | | November 15, 2025 – December 15, 2025 |
15 | | 17,385 |
| | 5.00%–6.00% | | 5.14 | % | | May 15, 2028 – November 15, 2028 |
18 | | 22,729 |
| | 4.13%–6.25% | | 5.52 | % | | December 15, 2030 – August 15, 2031 |
20 | | 4,530 |
| | 5.75%–6.00% | | 5.89 | % | | November 15, 2032 – October 15, 2033 |
25 | | 36,320 |
| | 6.25%–6.50% | | 6.39 | % | | August 15, 2038 – May 15, 2039 |
30 | | 120,583 |
| | 5.50%–6.75% | | 6.23 | % | | November 15, 2042 – October 15, 2043 |
| | $ | 827,442 |
| | | | |
| | |
In connection with the issuance of Prospect Capital InterNotes®, we incurred $21,054 of fees which are being amortized over the term of the notes, of which $16,507 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $11,706 and $10,856, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense.
Note 8. Fair Value and Maturity of Debt Outstanding
The following table shows the maximum draw amounts and outstanding borrowings of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of September 30, 2015 and June 30, 2015.
|
| | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
| Maximum Draw Amount | | Amount Outstanding | | Maximum Draw Amount | | Amount Outstanding |
Revolving Credit Facility | $ | 885,000 |
| | $ | 156,700 |
| | $ | 885,000 |
| | $ | 368,700 |
|
Convertible Notes | 1,239,500 |
| | 1,239,500 |
| | 1,239,500 |
| | 1,239,500 |
|
Public Notes | 548,143 |
| | 548,143 |
| | 548,094 |
| | 548,094 |
|
Prospect Capital InterNotes® | 874,948 |
| | 874,948 |
| | 827,442 |
| | 827,442 |
|
Total | $ | 3,547,591 |
| | $ | 2,819,291 |
| | $ | 3,500,036 |
| | $ | 2,983,736 |
|
The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of September 30, 2015.
|
| | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total | | Less than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | After 5 Years |
Revolving Credit Facility | $ | 156,700 |
| | $ | — |
| | $ | — |
| | $ | 156,700 |
| | $ | — |
|
Convertible Notes | 1,239,500 |
| | 317,500 |
| | 530,000 |
| | 392,000 |
| | — |
|
Public Notes | 548,094 |
| |
|
| |
|
| | 300,000 |
| | 248,094 |
|
Prospect Capital InterNotes® | 874,948 |
| | — |
| | 54,509 |
| | 539,202 |
| | 281,237 |
|
Total Contractual Obligations | $ | 2,819,242 |
| | $ | 317,500 |
| | $ | 584,509 |
| | $ | 1,387,902 |
| | $ | 529,331 |
|
The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2015.
|
| | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total | | Less than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | After 5 Years |
Revolving Credit Facility | $ | 368,700 |
| | $ | — |
| | $ | — |
| | $ | 368,700 |
| | $ | — |
|
Convertible Notes | 1,239,500 |
| | 150,000 |
| | 497,500 |
| | 592,000 |
| | — |
|
Public Notes | 548,094 |
| | — |
| | — |
| | 300,000 |
| | 248,094 |
|
Prospect Capital InterNotes® | 827,442 |
| | — |
| | 54,509 |
| | 369,938 |
| | 402,995 |
|
Total Contractual Obligations | $ | 2,983,736 |
| | $ | 150,000 |
| | $ | 552,009 |
| | $ | 1,630,638 |
| | $ | 651,089 |
|
As permitted by ASC 825-10-25, we have not elected to value our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® at fair value. The following table shows the fair value of these financial liabilities disaggregated into the three levels of the ASC 820 valuation hierarchy as of September 30, 2015.
|
| | | | | | | | | | | | | | | |
| Fair Value Hierarchy | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
Revolving Credit Facility(1) | $ | — |
| | $ | 156,700 |
| | $ | — |
| | $ | 156,700 |
|
Convertible Notes(2) | — |
| | 1,208,721 |
| | — |
| | 1,208,721 |
|
Public Notes(2) | — |
| | 563,371 |
| | — |
| | 563,371 |
|
Prospect Capital InterNotes®(3) | — |
| | 880,807 |
| | — |
| | 880,807 |
|
Total | $ | — |
| | $ | 2,809,599 |
| | $ | — |
| | $ | 2,809,599 |
|
| |
(1) | The carrying value of our Revolving Credit Facility approximates the fair value. |
| |
(2) | We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes. |
| |
(3) | The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates. |
The following table shows the fair value of these financial liabilities disaggregated into the three levels of the ASC 820 valuation hierarchy as of June 30, 2015.
|
| | | | | | | | | | | | | | | |
| Fair Value Hierarchy | | |
| Level 1 | | Level 2 | | Level 3 | | Total |
Revolving Credit Facility(1) | $ | — |
| | $ | 368,700 |
| | $ | — |
| | $ | 368,700 |
|
Convertible Notes(2) | — |
| | 1,244,402 |
| | — |
| | 1,244,402 |
|
Public Notes(2) | — |
| | 564,052 |
| | — |
| | 564,052 |
|
Prospect Capital InterNotes®(3) | — |
| | 848,387 |
| | — |
| | 848,387 |
|
Total | $ | — |
| | $ | 3,025,541 |
| | $ | — |
| | $ | 3,025,541 |
|
| |
(1) | The carrying value of our Revolving Credit Facility approximates the fair value. |
| |
(2) | We use available market quotes to estimate the fair value of the Convertible Notes and Public Notes. |
| |
(3) | The fair value of Prospect Capital InterNotes® is estimated by discounting remaining payments using current Treasury rates. |
Note 9. Stock Repurchase Program, Equity Offerings, Offering Expenses, and Distributions
On August 24, 2011, our Board of Directors approved a share repurchase plan (the “Repurchase Program”) under which we may repurchase up to $100,000 of our common stock at prices below our net asset value per share. Prior to any repurchase, we are required to notify shareholders of our intention to purchase our common stock. Our last notice was delivered with our annual proxy mailing on September 10, 2015. This notice lasts for six months after notice is given. During the three months ended September 30, 2015, we repurchased 4,358,750 shares of our common stock pursuant to the Repurchase Program. Our NAV per share was increased by approximately $0.04 as a result of the share repurchases.
The following table summarizes our share repurchases under our Repurchase Program for the three months ended September 30, 2015. We did not repurchase any shares of our common stock for the three months ended September 30, 2014.
|
| | | |
Issuances of Common Stock | For the three months ended September 30, 2015 |
Dollar amount repurchased | $ | 31,530 |
|
Shares Repurchased | 4,358,750 |
|
Weighted average price per share | $ | 7.23 |
|
Weighted average discount to net asset value as of June 30, 2015 | 30.0 | % |
Excluding dividend reinvestments, during the three months ended September 30, 2015 we did not issue any shares of our common stock. Excluding dividend reinvestments, we issued 5,536,780 shares of our common stock during the three months ended September 30, 2014. The following table summarizes our issuances of common stock during the three months ended September 30, 2014.
|
| | | | | | | | | | | | | | | | | | | |
Issuances of Common Stock | | Number of Shares Issued | | Gross Proceeds | | Underwriting Fees | | Offering Expenses | | Average Offering Price |
During the three months ended September 30, 2014: | | |
| | |
| | |
| | |
|
September 11, 2014 – September 30, 2014(1) | | 5,536,780 |
| | $ | 56,575 |
| | $ | 270 |
| | $ | 210 |
| | $ | 10.22 |
|
| |
(1) | Shares were issued in connection with our at-the-market offering program which we enter into from time to time with various counterparties. |
Our shareholders’ equity accounts as of September 30, 2015 and June 30, 2015 reflect cumulative shares issued as of those respective dates. Our common stock has been issued through public offerings, a registered direct offering, the exercise of over-allotment options on the part of the underwriters, our dividend reinvestment plan and in connection with the acquisition of certain controlled portfolio companies. When our common stock is issued, the related offering expenses have been charged against paid-in capital in excess of par. All underwriting fees and offering expenses were borne by us.
On November 4, 2014, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, we can issue up to $4,774,492 of additional debt and equity securities in the public market as of September 30, 2015. See Note 18 for updates to our Registration Statement subsequent to September 30, 2015.
During the three months ended September 30, 2015 and September 30, 2014, we distributed approximately $89,115 and $114,266, respectively, to our stockholders. The following table summarizes our distributions declared and payable for the three months ended September 30, 2014 and September 30, 2015.
|
| | | | | | | | | | | | |
Declaration Date | | Record Date | | Payment Date | | Amount Per Share | | Amount Distributed (in thousands) |
2/3/2014 | | 7/31/2014 | | 8/21/2014 | | $ | 0.110475 |
| | $ | 37,863 |
|
2/3/2014 | | 8/29/2014 | | 9/18/2014 | | 0.110500 |
| | 37,885 |
|
2/3/2014 | | 9/30/2014 | | 10/22/2014 | | 0.110525 |
| | 38,518 |
|
Total declared and payable for the three months ended September 30, 2014 | | | $ | 114,266 |
|
| | | | | | | | |
5/6/2015 | | 7/31/2015 | | 8/20/2015 | | $ | 0.083330 |
| | $ | 29,909 |
|
5/6/2015 | | 8/31/2015 | | 9/17/2015 | | 0.083330 |
| | 29,605 |
|
8/24/2015 | | 9/30/2015 | | 10/22/2015 | | 0.083330 |
| | 29,601 |
|
Total declared and payable for the three months ended September 30, 2015 | | | $ | 89,115 |
|
Dividends and distributions to common stockholders are recorded on the ex-dividend date. As such, the table above includes distributions with record dates during the three months ended September 30, 2015 and September 30, 2014. It does not include distributions previously declared to stockholders of record on any future dates, as those amounts are not yet determinable. The following dividends were previously declared and will be payable subsequent to September 30, 2015:
| |
• | $0.08333 per share for September 2015 to holders of record on September 30, 2015 with a payment date of October 22, 2015; and |
| |
• | $0.08333 per share for October 2015 to holders of record on October 30, 2015 with a payment date of November 19, 2015. |
During the three months ended September 30, 2015 and September 30, 2014, we issued and 490,473 and 340,958 shares of our common stock, respectively, in connection with the dividend reinvestment plan.
As of September 30, 2015, we have reserved 102,790,062 shares of our common stock for issuance upon conversion of the Convertible Notes (see Note 5).
Note 10. Other Income
Other income consists of structuring fees, overriding royalty interests, revenue receipts related to net profit interests, deal deposits, administrative agent fees, and other miscellaneous and sundry cash receipts. The following table shows income from such sources during the three months ended September 30, 2015 and September 30, 2014.
|
| | | | | | | |
| Three Months Ended September 30, |
| 2015 | | 2014 |
Structuring and amendment fees (refer to Note 3) | $ | 3,642 |
| | $ | 14,705 |
|
Royalty interests | 1,903 |
| | 803 |
|
Administrative agent fees | 188 |
| | 148 |
|
Total Other Income | $ | 5,733 |
| | $ | 15,656 |
|
Note 11. Net Increase in Net Assets per Share
The following information sets forth the computation of net increase in net assets resulting from operations per share during the three months ended September 30, 2015 and September 30, 2014.
|
| | | | | | | |
| Three Months Ended September 30, |
| 2015 | | 2014 |
Net increase in net assets resulting from operations | $ | 27,817 |
| | $ | 84,108 |
|
Weighted average common shares outstanding | 356,962,242 |
| | 343,359,061 |
|
Net increase in net assets resulting from operations per share | $ | 0.08 |
| | $ | 0.24 |
|
Note 12. Income Taxes
While our fiscal year end for financial reporting purposes is June 30 of each year, our tax year end is August 31 of each year. The information presented in this footnote is based on our tax year end for each period presented, unless otherwise specified. The tax return for the tax year ended August 31, 2015 has not been filed. Taxable income and all amounts related to taxable income for the tax year ended August 31, 2015 are estimates and will not be fully determined until the Company’s tax return is filed.
For income tax purposes, dividends paid and distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of dividends paid to shareholders during the tax years ended August 31, 2015, 2014 and 2013 were as follows:
|
| | | | | | | | | | | | |
| | Tax Year Ended August 31, |
| | 2015 | | 2014 | | 2013 |
Ordinary income | | $ | 413,640 |
| | $ | 413,051 |
| | $ | 282,621 |
|
Capital gain | | — |
| | — |
| | — |
|
Return of capital | | — |
| | — |
| | — |
|
Total dividends paid to shareholders | | $ | 413,640 |
| | $ | 413,051 |
| | $ | 282,621 |
|
For the tax year ending August 31, 2016, the tax character of dividends paid to shareholders through September 30, 2015 is expected to be ordinary income. Because of the difference between our fiscal and tax year ends, the final determination of the tax character of dividends will not be made until we file our tax return for the tax year ending August 31, 2016.
Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The following reconciles the net increase in net assets resulting from operations to taxable income for the tax years ended August 31, 2015, 2014 and 2013:
|
| | | | | | | | | | | | |
| | Tax Year Ended August 31, |
| | 2015 | | 2014 | | 2013 |
Net increase in net assets resulting from operations | | $ | 306,373 |
| | $ | 317,671 |
| | $ | 238,721 |
|
Net realized loss on investments | | 165,200 |
| | 28,244 |
| | 24,632 |
|
Net unrealized (appreciation) depreciation on investments | | (103,053 | ) | | 24,638 |
| | 77,835 |
|
Other temporary book-to-tax differences | | 79,162 |
| | (9,122 | ) | | (6,994 | ) |
Permanent differences | | 2,436 |
| | (4,317 | ) | | 5,939 |
|
Taxable income before deductions for distributions | | $ | 450,118 |
| | $ | 357,114 |
| | $ | 340,133 |
|
Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain limitations. The Regulated Investment Company Modernization Act (the “RIC Modernization Act”) was enacted on December 22, 2010. Under the RIC Modernization Act, capital losses incurred by taxpayers in taxable years beginning after the date of enactment will be allowed to be carried forward indefinitely and are allowed to retain their character as either short-term or long-term losses. As such, the capital loss carryforwards generated by us after the August 31, 2011 tax year will not be subject to expiration. Any losses incurred in post-enactment tax years will be required to be utilized prior to the losses incurred in pre-enactment tax years. As of August 31, 2015, we had capital loss carryforwards of approximately $183,327 available for use in later tax years. Of the amount available as of August 31, 2015, $32,612 and $46,156 will expire on August 31, 2017 and 2018, respectively, and $104,559 is not subject to expiration. The unused balance each year will be carried forward and utilized as gains are realized, subject to limitations. While our ability to utilize losses in the future depends upon a variety of factors that cannot be known in advance, substantially all of the Company's capital loss carryforwards may become permanently unavailable due to limitations by the Code.
Under current tax law, capital losses and specific ordinary losses realized after October 31st and December 31st, respectively, may be deferred and treated as occurring on the first business day of the following tax year. As of August 31, 2015, we had deferred $148,410 of long-term capital losses which will be treated as arising on the first day of the tax year ending August 31, 2016.
For the tax year ended August 31, 2015, we had estimated taxable income in excess of the distributions made and we will elect to carry forward the excess for distribution to shareholders in the tax year ending August 31, 2016. The cumulative amount carried forward to 2016 will be approximately $85,948. For the tax year ended August 31, 2014, we had distributions in excess of taxable income. After the excess distributions, we still had cumulative taxable income in excess of cumulative distributions, and therefore, we elected to carry forward the excess for distribution to shareholders in the tax year ended August 31, 2015. The amount carried forward to 2015 was approximately $49,471. For the tax year ended August 31, 2013, we had taxable income in excess of the distributions made from such taxable income during the year, and therefore, we elected to carry forward the excess for distribution to shareholders in the tax year ended August 31, 2014. The cumulative amount carried forward to 2014 was approximately $105,408.
As of September 30, 2015, the cost basis of investments for tax purposes was $6,508,533 resulting in estimated gross unrealized appreciation and depreciation of $234,888 and $312,521, respectively. As of June 30, 2015, the cost basis of investments for tax purposes was $6,599,876 resulting in estimated gross unrealized appreciation and depreciation of $263,892 and $254,210, respectively. Due to the difference between our fiscal year end and tax year end, the cost basis of our investments for tax purposes as of September 30, 2015 and June 30, 2015 was calculated based on the book cost of investments as of September 30, 2015 and June 30, 2015, respectively, with cumulative book-to-tax adjustments for investments through August 31, 2015 and 2014, respectively.
In general, we may make certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which may include merger-related items, differences in the book and tax basis of certain assets and liabilities, and nondeductible federal excise taxes, among other items. During the tax year ended August 31, 2015, we decreased accumulated overdistributed net investment income by $2,436, increased accumulated net realized loss on investments by $8,541 and increased capital in excess of par value by $6,105. During the tax year ended August 31, 2014, we increased accumulated overdistributed net investment income by $4,316, decreased accumulated net realized loss on investments by $3,384 and decreased capital in excess of par value by $932. Due to the difference between our fiscal and tax year end, the reclassifications for the taxable year ended August 31, 2015 will be recorded in the fiscal year ending June 30, 2016 and the reclassifications for the taxable year ended August 31, 2014 were recorded in the fiscal year ended June 30, 2015.
Note 13. Related Party Agreements and Transactions
Investment Advisory Agreement
On December 23, 2014, the Investment Adviser, Prospect Capital Management LLC, converted into a Delaware limited partnership and is now known as Prospect Capital Management L.P. (continues as the “Investment Adviser”). We have entered into an investment advisory and management agreement with the Investment Adviser (the “Investment Advisory Agreement”) under which the Investment Adviser, subject to the overall supervision of our Board of Directors, manages the day-to-day operations of, and provides investment advisory services to, us. Under the terms of the Investment Advisory Agreement, the Investment Adviser: (i) determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes, (ii) identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies); and (iii) closes and monitors investments we make.
The Investment Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired. For providing these services the Investment Adviser receives a fee from us, consisting of two components: a base management fee and an incentive fee. The base management fee is calculated at an annual rate of 2.00% on our gross assets (including amounts borrowed). For services currently rendered under the Investment Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.
The total gross base management fee incurred to the favor of the Investment Adviser was $33,416 and $33,165 during the three months ended September 30, 2015 and September 30, 2014, respectively.
The Investment Adviser has entered into a servicing agreement with certain institutions, where we serve as the agent and collect a servicing fee on behalf of the Investment Adviser. During the three months ended September 30, 2015, we received payments of $462 from these institutions, on behalf of the Investment Adviser, for providing such services under the servicing agreement resulting in net total base management fee of $32,954. We were given a credit for these payments as a reduction of base management fee payable by us to the Investment Adviser during the three months ended September 30, 2015. No such payments were received during the three months ended September 30, 2014.
The incentive fee has two parts. The first part, the income incentive fee, is calculated and payable quarterly in arrears based on our pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees and other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the base management fee, expenses payable under the Administration Agreement described below, and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Pre-incentive fee net investment income, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, is compared to a “hurdle rate” of 1.75% per quarter (7.00% annualized).
The net investment income used to calculate this part of the incentive fee is also included in the amount of the gross assets used to calculate the 2.00% base management fee. We pay the Investment Adviser an income incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:
| |
• | No incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate; |
| |
• | 100.00% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate); and |
| |
• | 20.00% of the amount of our pre-incentive fee net investment income, if any, that exceeds 125.00% of the quarterly hurdle rate in any calendar quarter (8.75% annualized assuming a 7.00% annualized hurdle rate). |
These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
The second part of the incentive fee, the capital gains incentive fee, is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), and equals 20.00% of our realized capital gains for the calendar year, if any, computed net of all realized capital losses and unrealized capital depreciation at the end of such year. In determining the capital gains incentive fee payable to the Investment Adviser, we calculate the aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each investment that has been in its portfolio. For the purpose of this calculation, an “investment” is defined as the total of all rights and claims which may be asserted against a portfolio company arising from our participation in the debt, equity, and other financial instruments issued by that company. Aggregate realized capital gains, if any, equal the sum of the differences between the aggregate net sales price of each investment and the aggregate cost basis of such investment when sold or otherwise disposed. Aggregate realized capital losses equal the sum of the amounts by which the aggregate net sales price of each investment is less than the aggregate cost basis of such investment when sold or otherwise disposed. Aggregate unrealized capital depreciation equals the sum of the differences, if negative, between the aggregate valuation of each investment and the aggregate cost basis of such investment as of the applicable calendar year-end. At the end of the applicable calendar year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee involves netting aggregate realized capital gains against aggregate realized capital losses on a since-inception basis and then reducing this amount by the aggregate unrealized capital depreciation. If this number is positive, then the capital gains incentive fee payable is equal to 20.00% of such amount, less the aggregate amount of any capital gains incentive fees paid since inception.
The total income incentive fee incurred was $22,810, and $23,616 during the three months ended September 30, 2015 and September 30, 2014, respectively. No capital gains incentive fee was incurred during the three months ended September 30, 2015 and September 30, 2014.
Administration Agreement
We have also entered into an administration agreement (the “Administration Agreement”) with Prospect Administration under which Prospect Administration, among other things, provides (or arranges for the provision of) administrative services and facilities for us. For providing these services, we reimburse Prospect Administration for our allocable portion of overhead incurred by Prospect Administration in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of our Chief Financial Officer and Chief Compliance Officer and his staff. Under this agreement, Prospect Administration furnishes us with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities. Prospect Administration also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records that we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, Prospect Administration assists us in determining and publishing our net asset value, overseeing the preparation and filing of our tax returns and the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Under the Administration Agreement, Prospect Administration also provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance (see “Managerial Assistance” below). The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. Prospect Administration is a subsidiary of the Investment Adviser.
The Administration Agreement provides that, absent willful misfeasance, bad faith or negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, Prospect Administration and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of Prospect Administration’s services under the Administration Agreement or otherwise as administrator for us. Our payments to Prospect Administration are periodically reviewed by our Board of Directors.
The allocation of overhead expense from Prospect Administration was $4,907 and $3,471 for the three months ended September 30, 2015 and September 30, 2014, respectively. During the three months ended September 30, 2015 and September 30, 2014, we also incurred $600 managerial assistance due to Prospect Administration related to our consolidated entity First Tower Delaware, respectively, and $379 of overhead expense related to our consolidated entity SB Forging during the three months ended September 30, 2015, further increasing our overhead. Prospect Administration received estimated payments of $1,708 and $1,055 directly from our portfolio companies for legal, tax and portfolio level accounting services during the three months ended September 30, 2015 and 2014, respectively. We were given a credit for these payments as a reduction of the administrative services cost payable by us to Prospect Administration, resulting in net overhead expense of $4,178 and $3,016 during the three months ended September 30, 2015 and 2014, respectively. Had Prospect Administration not received these payments, Prospect Administration’s charges for its administrative services would have increased by these amounts. (See Managerial Assistance below and Note 14 for further discussion.)
Managerial Assistance
As a BDC, we are obligated under the 1940 Act to make available to certain of our portfolio companies significant managerial assistance. “Making available significant managerial assistance” refers to any arrangement whereby we provide significant guidance and counsel concerning the management, operations, or business objectives and policies of a portfolio company. We are also deemed to be providing managerial assistance to all portfolio companies that we control, either by ourselves or in conjunction with others. The nature and extent of significant managerial assistance provided by us to controlled and non-controlled portfolio companies will vary according to the particular needs of each portfolio company. Examples of such activities include (i) advice on recruiting, hiring, management and termination of employees, officers and directors, succession planning and other human resource matters; (ii) advice on capital raising, capital budgeting, and capital expenditures; (iii) advice on advertising, marketing, and sales; (iv) advice on fulfillment, operations, and execution; (v) advice on managing relationships with unions and other personnel organizations, financing sources, vendors, customers, lessors, lessees, lawyers, accountants, regulators and other important counterparties; (vi) evaluating acquisition and divestiture opportunities, plant expansions and closings, and market expansions; (vii) participating in audit committee, nominating committee, board and management meetings; (viii) consulting with and advising board members and officers of portfolio companies (on overall strategy and other matters); and (ix) providing other organizational, operational, managerial and financial guidance.
Prospect Administration, when performing a managerial assistance agreement executed with each portfolio company to which we provide managerial assistance, arranges for the provision of such managerial assistance on our behalf. When doing so, Prospect Administration utilizes personnel of our Investment Adviser. We, on behalf of Prospect Administration, invoice portfolio companies receiving and paying for managerial assistance, and we remit to Prospect Administration its cost of providing such services, including the charges deemed appropriate by our Investment Adviser for providing such managerial assistance. No income is recognized by Prospect.
During the three months ended September 30, 2015 and September 30, 2014, we received payments of $1,193 and $1,290, respectively, from our portfolio companies for managerial assistance and subsequently remitted these amounts to Prospect Administration. During the three months ended September 30, 2015, we incurred $600 of managerial assistance expense related to our consolidated entity First Tower Delaware which was included within allocation from Prospect Administration on our Consolidated Statement of Operations for the three months ended September 30, 2015. Of this amount, $600 had not yet been paid by First Tower Delaware to us and was included within due to Prospect Administration on our Consolidated Statement of Assets and Liabilities as of September 30, 2015. See Note 14 for further discussion.
Co-Investments
On February 10, 2014, we received an exemptive order from the SEC (the “Order”) that gave us the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed by the Investment Adviser or certain affiliates, including Priority Income Fund, Inc. and Pathway Energy Infrastructure Fund, Inc., subject to the conditions included therein. Under the terms of the relief permitting us to co-invest with other funds managed by our Investment Adviser or its affiliates, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. In certain situations where co-investment with one or more funds managed by the Investment Adviser or its affiliates is not covered by the Order, such as when there is an opportunity to invest in different securities of the same issuer, the personnel of the Investment Adviser or its affiliates will need to decide which fund will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations. Moreover, except in certain circumstances, when relying on the Order, we will be unable to invest in any issuer in which one or more funds managed by the Investment Adviser or its affiliates has previously invested.
As of September 30, 2015, we had co-investments with Priority Income Fund, Inc. in the following CLO funds: Apidos CLO XXII, Babson CLO Ltd. 2014-III; Cent CLO 21 Limited, CIFC Funding 2014-IV Investor, Ltd., Galaxy XVII CLO, Ltd., Halcyon Loan Advisors Funding 2014-2 Ltd., Halcyon Loan Advisors Funding 2015-3 Ltd., HarbourView CLO VII, Ltd., Jefferson Mill CLO Ltd., Mountain View CLO IX Ltd., Octagon Investment Partners XVIII, Ltd., Symphony CLO XIV Ltd., Voya IM CLO 2014-1, Ltd. and Washington Mill CLO Ltd.
Note 14. Transactions with Controlled Companies
The descriptions below detail the transactions which Prospect Capital Corporation (“Prospect”) has entered into with each of our controlled companies. Certain of the controlled entities discussed below were consolidated effective July 1, 2014 (see Note 1). As such, transactions with these Consolidated Holding Companies for the three months ended September 30, 2015 are presented on a consolidated basis.
Airmall Inc.
As of June 30, 2014, Prospect owned 100% of the equity of AMU Holdings Inc. (“AMU”), a Consolidated Holding Company. AMU owned 98% of Airmall Inc. (f/k/a Airmall USA Holdings, Inc.) (“Airmall”). Airmall is a developer and manager of airport retail operations.
On July 30, 2010, Prospect made a $22,420 investment in AMU, of which $12,500 was a senior subordinated note and $9,920 was used to purchase 100% of the preferred and common equity of AMU. AMU used its combined debt and equity proceeds of $22,420 to purchase 100% of Airmall’s common stock for $18,000, to pay $1,573 of structuring fees from AMU to Prospect (which was recognized by Prospect as structuring fee income), $836 of third party expenses, $11 of legal services provided by attorneys at Prospect Administration, and $2,000 of withholding tax. Prospect then purchased for $30,000 two loans of Airmall payable to unrealized third parties, one for $10,000 and the other $20,000. Prospect and Airmall subsequently refinanced the two loans into a single $30,000 loan from Airmall to Prospect.
On October 1, 2013, Prospect made an additional $2,600 investment in the senior subordinated note, of which $575 was utilized by AMU to pay interest due to Prospect and $2,025 was retained by AMU for working capital. On November 25, 2013, Prospect funded an additional $5,000 to the senior subordinated note, which was utilized by AMU to pay a $5,000 dividend to Prospect. On December 4, 2013, Prospect sold 2% of the outstanding principal balance of the senior secured term loan to Airmall and 2% of the outstanding principal balance of the senior subordinated note to AMU for $972.
On June 13, 2014, Prospect made a new $19,993 investment as a senior secured loan to Airmall. Airmall then distributed this amount to AMU as a return of capital, which AMU used to pay down the senior subordinated loan in the same amount. The minority interest held by a third party in AMU was exchanged for common stock of Airmall.
On July 1, 2014, Prospect began consolidating AMU. As a result, any transactions between AMU and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On August 1, 2014, Prospect sold its investments in Airmall for net proceeds of $51,379 and realized a loss of $3,473 on the sale. In addition, there is $6,000 being held in escrow, of which 98% is due to Prospect, which will be recognized as an additional realized loss if it is not received. Included in the net proceeds were $3,000 of structuring fees from Airmall related to the sale of the operating company which was recognized as other income during the year ended June 30, 2015. On October 22, 2014, Prospect received a tax refund of $665 related to its investment in Airmall and realized a gain of the same amount.
In addition to the repayments noted above, the following amounts were paid from Airmall to Prospect and recorded by Prospect as repayment of loan receivable:
|
| | | |
Three Months Ended September 30, 2014 | $ | 49 |
|
Three Months Ended September 30, 2015 | — |
|
The following interest payments were accrued and paid from Airmall to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 576 |
|
Three Months Ended September 30, 2015 | — |
|
The following managerial assistance payments were paid from Airmall to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 75 |
|
Three Months Ended September 30, 2015 | — |
|
The following payments were paid from Airmall to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Airmall (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
|
| | | |
Three Months Ended September 30, 2014 | $ | 730 |
|
Three Months Ended September 30, 2015 | — |
|
American Property REIT Corp.
Prospect owns 100% of the equity of APH Property Holdings, LLC (“APH”), a Consolidated Holding Company. APH owns 100% of the common equity of American Property REIT Corp. (f/k/a American Property Holdings Corp.) (“APRC”). APRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a REIT, APRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or operation of APRC.
APRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. APRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. APRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity (the “JV”).
On October 24, 2012, Prospect initially made a $7,808 investment in APH, of which $6,000 was a Senior Term Loan and $1,808 was used to purchase the membership interests of APH. The proceeds were utilized by APH to purchase APRC common equity for $7,806, with $2 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 100% ownership interest in 146 Forest Parkway, LLC for $7,326, pay a $250 non-refundable deposit and $222 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $8 retained by APRC for working capital. 146 Forest Parkway, LLC was purchased for $7,400. The remaining proceeds were used to pay $168 of third party expenses and $5 of legal services provided by attorneys at Prospect Administration, with $3 retained by the JV for working capital. The investment was subsequently contributed to NPRC.
On December 28, 2012, Prospect made a $9,594 investment in APH, of which $6,400 was a Senior Term Loan and $3,194 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $9,594. The proceeds were utilized by APRC to purchase a 92.7% ownership interest in 1557 Terrell Mill Road, LLC for $9,548, with $46 retained by APRC for other expenses. The JV was purchased for $23,500 which included debt financing and minority interest of $15,275 and $757, respectively. The remaining proceeds were used to pay $286 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income) and $1,652 of third party expenses, with $142 retained by the JV for working capital.
On January 17, 2013, Prospect made a $30,348 investment in APH, of which $27,600 was a Senior Term Loan and $2,748 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $29,348, with $1,000 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 97.7% ownership interest in 5100 Live Oaks Blvd, LLC for $29,348. The JV was purchased for $63,400 which included debt financing and minority interest of $39,600 and $686, respectively. The remaining proceeds were used to pay $880 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $4,265 of third party expenses, $14 of legal services provided by attorneys at Prospect Administration, and $1,030 of prepaid assets, with $45 retained by the JV for working capital. The investment was subsequently contributed to NPRC.
On April 30, 2013, Prospect made a $10,383 investment in APH, of which $9,000 was a Senior Term Loan and $1,383 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $10,233, with $150 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 93.2% ownership interest in Lofton Place, LLC for $10,233. The JV was purchased for $26,000 which included debt financing and minority interest of $16,965 and $745, respectively. The remaining proceeds were used to pay $306 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $1,223 of third party expenses, $5 of legal services provided by attorneys at Prospect Administration, and $364 of prepaid assets, with $45 retained by the JV for working capital.
On April 30, 2013, Prospect made a $10,863 investment in APH, of which $9,000 was a Senior Term Loan and $1,863 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $10,708, with $155 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 93.2% ownership interest in Vista Palma Sola, LLC for $10,708. The JV was purchased for $27,000 which included debt financing and minority interest of $17,550 and $785, respectively. The remaining proceeds were used to pay $321 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $1,272 of third party expenses, $4 of legal services provided by attorneys at Prospect Administration, and $401 of prepaid assets, with $45 retained by the JV for working capital.
On May 8, 2013, Prospect made a $6,118 investment in APH, of which $4,000 was a Senior Term Loan and $2,118 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $6,028, with $90 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 93.3% ownership interest in Arlington Park Marietta, LLC for $6,028. Arlington Park Marietta, LLC was purchased for $14,850 which included debt financing and minority interest of $9,650 and $437, respectively. The remaining proceeds were used to pay $181 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $911 of third party expenses, and $128 of prepaid assets, with $45 retained by the JV for working capital.
On June 24, 2013, Prospect made a $76,533 investment in APH, of which $63,000 was a Senior Term Loan and $13,533 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $75,233, with $1,300 retained by APH for working capital. The proceeds were utilized by APRC to purchase a 95.0% ownership interest in APH Carroll Resort, LLC for $74,398 and to pay $835 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income). The JV was purchased for $225,000 which included debt financing and minority interest of $157,500 and $3,916, respectively. The remaining proceeds were used to pay $1,436 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $7,687 of third party expenses, $8 of legal services provided by attorneys at Prospect Administration, and $1,683 of prepaid assets. The investment was subsequently contributed to NPRC and renamed NPRC Carroll Resort, LLC.
Between October 29, 2013 and December 4, 2013, Prospect made an $11,000 investment in APH, of which $9,350 was a Senior Term Loan and $1,650 was used to purchase additional membership interests of APH. The proceeds were utilized by certain of APH’s wholly-owned subsidiaries to purchase online consumer loans from a third party. The investment was subsequently contributed to NPRC.
On November 1, 2013, Prospect made a $9,869 investment in APH, of which $8,200 was a Senior Term Loan and $1,669 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $9,869. The proceeds were utilized by APRC to purchase a 94.0% ownership interest in APH Carroll 41, LLC for $9,548 and to pay $102 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $219 retained by APRC for working capital. The JV was purchased for $30,600 which included debt financing and minority interest of $22,497 and $609, respectively. The remaining proceeds were used to pay $190 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $1,589 of third party expenses, $5 of legal services provided by attorneys at Prospect Administration, and $270 of prepaid assets. The investment was subsequently contributed to NPRC.
On November 15, 2013, Prospect made a $45,900 investment in APH, of which $38,500 was a Senior Term Loan and $7,400 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $45,900. The proceeds were utilized by APRC to purchase a 99.3% ownership interest in APH Gulf Coast Holdings, LLC for $45,024 and to pay $364 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $512 retained by APRC for working capital. The JV was purchased for $115,200 which included debt financing and minority interest of $75,558 and $337, respectively. The remaining proceeds were used to pay $1,013 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $2,590 of third party expenses, $23 of legal services provided by attorneys at Prospect Administration, and $2,023 of prepaid assets, with $70 retained by the JV for working capital.
On November 19, 2013, Prospect made a $66,188 investment in APH, of which $55,000 was a Senior Term Loan and $11,188 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $66,188. The proceeds were utilized by APRC to purchase a 90.0% ownership interest in APH McDowell, LLC for $64,392 and to pay $695 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $1,101 retained by APRC for working capital. The JV was purchased for $238,605 which included debt financing and minority interest of $180,226 and $7,155, respectively. The remaining proceeds were used to pay $1,290 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $9,205 of third party expenses, $23 of legal services provided by attorneys at Prospect Administration, and $1,160 of prepaid assets, with $1,490 retained by the JV for working capital. The investment was subsequently contributed to NPRC and renamed NPH McDowell, LLC.
On December 12, 2013, Prospect made a $22,507 investment in APH, of which $18,800 was a Senior Term Loan and $3,707 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $22,507. The proceeds were utilized by APRC to purchase a 92.6% ownership interest in South Atlanta Portfolio Holding Company, LLC for $21,874 and to pay $238 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $395 retained by APRC for working capital. The JV was purchased for $87,250 which included debt financing and minority interest of $67,493 and $1,756, respectively. The remaining proceeds were used to pay $437 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $2,920 of third party expenses, and $116 of prepaid assets, with $400 retained by the JV for working capital. The investment was subsequently contributed to UPRC.
On December 31, 2013, APRC distributed its majority interests in five JVs holding real estate assets to APH. APH then distributed these JV interests to Prospect in a transaction characterized as a return of capital. Prospect, on the same day, contributed certain of these JV interests to NPH Property Holdings, LLC and the remainder to UPH Property Holdings, LLC (each wholly-owned subsidiaries of Prospect). Each of NPH and UPH immediately thereafter contributed these JV interests to NPRC and UPRC, respectively. The total investments in the JVs transferred consisted of $98,164 and $20,022 of debt and equity financing, respectively. There was no material gain or loss realized on these transactions.
On January 17, 2014, Prospect made a $6,565 investment in APH, of which $5,500 was a Senior Term Loan and $1,065 was used to purchase additional membership interests of APH. The proceeds were utilized by APH to purchase additional APRC common equity for $6,565. The proceeds were utilized by APRC to purchase a 99.3% ownership interest in APH Gulf Coast Holdings, LLC for $6,336 and to pay $54 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $175 retained by APRC for other expenses. The JV was purchased for $15,430 which included debt financing and minority interest of $10,167 and $48, respectively. The remaining proceeds were used to pay $143 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $627 of third party expenses, $4 of legal services provided by attorneys at Prospect Administration, and $312 of prepaid assets, with $35 retained by the JV for working capital.
Effective April 1, 2014, Prospect made a new $167,162 senior term loan to APRC. APRC then distributed this amount to APH as a return of capital which was used to pay down the Senior Term Loan from APH by the same amount.
On June 4, 2014, Prospect made a $1,719 investment in APH to purchase additional membership interests of APH, which was revised to $1,732 on July 1, 2014. The proceeds were utilized by APH to purchase additional APRC common equity for $1,732. The proceeds were utilized by APRC to acquire the real property located at 975 South Cornwell, Yukon, OK (“Taco Bell, OK”) for $1,719 and pay $13 of third party expenses.
On July 1, 2014, Prospect began consolidating APH. As a result, any transactions between APH and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On November 26, 2014, APRC transferred its investment in APH Carroll Resort, LLC to NPRC and the investment was renamed NPRC Carroll Resort, LLC. As a result, Prospect’s investments in APRC related to this property also transferred to NPRC. The investments transferred consisted of $10,237 of equity and $65,586 of debt. There was no gain or loss realized on the transaction.
On May 1, 2015, APRC transferred its investment in 5100 Live Oaks Blvd, LLC to NPRC. As a result, Prospect’s investments in APRC related to this property also transferred to NPRC. The investments transferred consisted of $2,748 of equity and $29,990 of debt. There was no gain or loss realized on the transaction.
On May 6, 2015, Prospect made a $1,475 investment in APRC, of which $1,381 was a Senior Term Loan and $94 was used to purchase additional common equity of APRC through APH. The proceeds were utilized by APRC to purchase additional ownership interest in its twelve multi-family properties for $1,473 and pay $2 of legal services provided by attorneys at Prospect Administration. The minority interest holder also invested an additional $17 in the JVs. The proceeds were used by the JVs to fund $1,490 of capital expenditures.
During the year ended June 30, 2015 Prospect received $8 as a return of capital on the equity investment in APRC.
On September 9, 2015, Prospect made a $799 investment in APRC used to purchase additional common equity of APRC through APH. The proceeds were utilized by APRC to purchase additional ownership interest in its twelve multi-family properties for $799. The minority interest holder also invested an additional $12 in the JVs. The proceeds were used by the JVs to fund $811 of capital expenditures.
The following interest payments were accrued and paid from APRC to Prospect and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 4,930 |
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Three Months Ended September 30, 2015 | 2,295 |
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Included above, the following payment-in-kind interest from APRC was capitalized and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 1,768 |
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Three Months Ended September 30, 2015 | 557 |
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The following interest income recognized had not yet been paid by APRC to Prospect and was included by Prospect within interest receivable:
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| | | |
June 30, 2015 | $ | 25 |
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September 30, 2015 | 25 |
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The following royalty payments were paid from APRC to Prospect and recognized by Prospect as other income:
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| | | |
Three Months Ended September 30, 2014 | $ | 403 |
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Three Months Ended September 30, 2015 | 231 |
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The following managerial assistance payments were paid from APRC to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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| | | |
Three Months Ended September 30, 2014 | $ | 148 |
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Three Months Ended September 30, 2015 | 148 |
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The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
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| | | |
June 30, 2015 | $ | 148 |
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September 30, 2015 | 148 |
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The following payments were paid from APRC to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to APRC (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
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| | | |
Three Months Ended September 30, 2014 | $ | 106 |
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Three Months Ended September 30, 2015 | 161 |
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The following amounts were due from APRC to Prospect for reimbursement of expenses paid by Prospect on behalf of APRC and were included by Prospect within other receivables:
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| | | |
June 30, 2015 | $ | 124 |
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September 30, 2015 | 116 |
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Arctic Energy Services, LLC
Prospect owns 100% of the equity of Arctic Oilfield Equipment USA, Inc. (“Arctic Equipment”), a Consolidated Holding Company. Arctic Equipment owns 70% of the equity of Arctic Energy Services, LLC (“Arctic Energy”), with Ailport Holdings, LLC (“Ailport”) (100% owned and controlled by Arctic Energy management) owning the remaining 30% of the equity of Arctic Energy. Arctic Energy provides oilfield service personnel, well testing flowback equipment, frac support systems and other services to exploration and development companies in the Rocky Mountains.
On May 5, 2014, Prospect initially purchased 100% of the common shares of Arctic Equipment for $9,006. Proceeds were utilized by Arctic Equipment to purchase 70% of Arctic Energy as described in the following paragraph.
On May 5, 2014, Prospect made an additional $51,870 investment (including in exchange for 1,102,313 common shares of Prospect at fair value of $11,916) in Arctic Energy in exchange for a $31,640 senior secured loan and a $20,230 subordinated loan. Total proceeds received by Arctic Energy of $60,876 were used to purchase 70% of the equity interests in Arctic Energy from Ailport for $47,516, pay $875 of third-party expenses, $1,713 of structuring fees to Prospect (which was recognized as structuring fee income), $445 of legal services provided by attorneys at Prospect Administration and $10,327 was retained as working capital.
On July 1, 2014, Prospect began consolidating Arctic Equipment. As a result, any transactions between Arctic Equipment and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On September 30, 2015, Prospect refinanced its investment in Arctic Energy. Concurrent with the refinancing, we received a repayment of the $31,640 senior secured loan and the $20,230 subordinated loan in exchange for Class D and Class E equity in Arctic Energy.
The following interest payments were accrued and paid from Arctic Energy to Prospect and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 970 |
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Three Months Ended September 30, 2015 | 1,123 |
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The following interest income recognized had not yet been paid by Arctic Energy to Prospect and was included by Prospect within interest receivable:
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| | | |
June 30, 2015 | $ | 18 |
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September 30, 2015 | — |
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The following managerial assistance payments were paid from Arctic Energy to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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| | | |
Three Months Ended September 30, 2014 | $ | 25 |
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Three Months Ended September 30, 2015 | 25 |
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The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
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| | | |
June 30, 2015 | $ | 25 |
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September 30, 2015 | 25 |
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The following managerial assistance recognized had not yet been paid by Arctic Energy to Prospect and was included by Prospect within other receivables and due to Prospect Administration:
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| | | |
June 30, 2015 | $ | — |
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September 30, 2015 | 25 |
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The following amounts were due from Arctic Energy to Prospect for reimbursement of expenses paid by Prospect on behalf of Arctic Energy and were included by Prospect within other receivables:
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| | | |
June 30, 2015 | $ | — |
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September 30, 2015 | 1 |
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The following amounts were due to Arctic Energy from Prospect for reimbursement of expenses paid by Arctic Energy on behalf of Prospect and were included by Prospect within other liabilities:
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| | | |
June 30, 2015 | $ | 1 |
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September 30, 2015 | — |
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ARRM Services, Inc.
As of June 30, 2014, Prospect owned 79.53% of the fully-diluted common, 85.76% of the Series A Preferred and 100% of the Series B Preferred equity of ARRM Services, Inc. (f/k/a ARRM Holdings, Inc.) (“ARRM”). ARRM owned 100% of the equity of Ajax Rolled Ring & Machine, LLC (f/k/a Ajax Rolled Ring & Machine, Inc.) (“Ajax”). Ajax forges large seamless steel rings on two forging mills in the company’s York, South Carolina facility. The rings are used in a range of industrial applications, including in construction equipment and power turbines. Ajax also provides machining and other ancillary services.
As of July 1, 2011, the cost basis of Prospect’s total debt and equity investment in Ajax was $41,699, including capitalized payment-in-kind interest of $3,535. Prospect’s investment in Ajax consisted of the following: $20,607 of senior secured term debt (“Tranche A Term Loan”); $15,035 of subordinated secured term debt (“Tranche B Term Loan”); and $6,057 of common equity. In October 2011, ARRM assumed Ajax’s Tranche B Term Loan and the equity of Ajax was exchanged for equity in ARRM. Ajax was converted into a limited liability company shortly thereafter. On December 28, 2012, Prospect provided an additional $3,600 of unsecured debt to ARRM (“Promissory Demand Note”).
On April 1, 2013, Prospect refinanced its investment in Ajax and ARRM, increasing the total size of the debt investment to $38,537. The $19,837 Tranche A Term Loan was replaced with a new senior secured term loan to Ajax in the same amount. The $15,035 Tranche B Term Loan and $3,600 Promissory Demand Note were replaced with a new subordinated unsecured term loan to ARRM in the amount of $18,700. Prospect received $50 and $46 of structuring fees from Ajax and ARRM, respectively, which were recognized as other income.
On June 28, 2013, Prospect provided an additional $1,000 in the ARRM subordinated unsecured term loan to fund equity into Ajax. The proceeds were used by Ajax to repay senior debt to a third party. On October 11, 2013, Prospect provided $25,000 in preferred equity for the recapitalization of ARRM. After the financing, Prospect received repayment of the $20,008 subordinated unsecured term loan previously outstanding from ARRM. In March 2014, Prospect received $98 of structuring fees from Ajax related to the amendment of the loan agreement in September 2013.
On October 10, 2014, ARRM sold Ajax to a third party and repaid the $19,337 loan receivable to Prospect and Prospect recorded a realized loss of $23,560 related to the sale. Concurrent with the sale, Prospect’s ownership increased to 100% of the outstanding equity of ARRM Services, Inc. which was renamed SB Forging Company, Inc. (“SB Forging”). As such, Prospect began consolidating SB Forging on October 11, 2014. In addition, there is $3,000 being held in escrow of which $802 was received on May 6, 2015 for which Prospect realized a gain of the same amount. The remainder of the escrow will be recognized as additional gain if and when received. Prospect received $2,000 of structuring fees from Ajax related to the sale of the operating company which was recognized as other income during the year ended June 30, 2015.
During the quarter ended September 30, 2015, SB Forging incurred $379 of overhead expense, which is included within due to Prospect Administration at September 30, 2015.
The following interest payments, including prepayment penalty fees, were accrued and paid from Ajax to Prospect and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 519 |
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Three Months Ended September 30, 2015 | — |
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The following managerial assistance payments were paid from Ajax to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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| | | |
Three Months Ended September 30, 2014 | $ | 45 |
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Three Months Ended September 30, 2015 | — |
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Borga, Inc.
As of June 30, 2014, Prospect owned 100% of the equity of STI Holding, Inc. (“STI”), a Consolidated Holding Company. STI owned 100% of the equity of Borga, Inc. (“Borga”). Borga manufactures pre-engineered metal buildings and components for the agricultural and light industrial markets.
On May 6, 2005, Patriot Capital Funding, Inc. (“Patriot”) (previously acquired by Prospect) provided $14,000 in senior secured debt to Borga. The debt was comprised of $1,000 Senior Secured Revolver, $3,500 Senior Secured Term Loan A, $2,500 Senior Secured Term Loan B and $7,000 Senior Secured Term Loan C. On March 31, 2009, Borga made its final amortization payment on the Senior Secured Term Loan A. The other loans remained outstanding. Prospect owned warrants to purchase 33,750 shares of common stock in Metal Buildings Holding Corporation (“Metal Buildings”), the former holding company of Borga. Metal Buildings owned 100% of Borga.
On March 8, 2010, Prospect acquired the remaining common stock of Borga.
On January 24, 2014, Prospect contributed its holdings in Borga to STI. STI also held $3,371 of proceeds from the sale of a minority equity interest in Smart Tuition Holdings, LLC (“SMART”). Prospect initially acquired membership interests in SMART indirectly as part of the Patriot acquisition on December 2, 2009 recording a zero cost basis for the equity investment. The $3,371 was distributed to Prospect on May 29, 2014, of which $3,246 was paid from earnings and profits of STI and was recognized as dividend income by Prospect. The remaining $125 was recognized as return of capital by Prospect.
On July 1, 2014, Prospect began consolidating STI. As a result, any transactions between STI and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On August 20, 2014, Prospect sold the assets of Borga, a wholly-owned subsidiary of STI, for net proceeds of $382 and realized a loss of $2,589 on the sale. On December 29, 2014, Borga was dissolved.
BXC Company, Inc.
As of June 30, 2014, Prospect owned 86.7% of Series A Preferred Stock, 96.8% of Series B Preferred Stock, and 83.1% of fully diluted common stock of BXC Company, Inc. (f/k/a BXC Holding Company) (“BXC”). BXC owned 100% of the common stock of Boxercraft Incorporated (“Boxercraft”).
As of July 1, 2012, the cost basis of Prospect’s total debt and equity investment in Boxercraft was $15,123, including capitalized payment-in-kind interest of $1,466. On December 31, 2013, Boxercraft repaid $100 of the senior secured term loan. On April 18, 2014, Prospect made a new $300 senior secured term loan to Boxercraft. During the period from July 1, 2012 through June 30, 2014, Prospect capitalized a total of $804 of paid-in-kind interest and accreted a total of $1,321 of the original purchase discount, increasing the total debt investment to $17,448 as of June 30, 2014.
Effective March 28, 2014, Prospect acquired voting control of BXC pursuant to a voting agreement and irrevocable proxy. Effective May 8, 2014, Prospect acquired control of BXC by transferring shares held by the other equity holders of BXC to Prospect pursuant to an assignment agreement entered into with such other equity holders.
On July 2, 2014, Prospect made a new $250 senior secured term loan to provide liquidity to Boxercraft.
On July 17, 2014, Prospect restructured the investments in BXC and Boxercraft. The existing Senior Secured Term Loan A and a portion of the existing Senior Secured Term Loan B were replaced with a new Senior Secured Term Loan A to Boxercraft. The remainder of the existing Senior Secured Term Loan B and the existing Senior Secured Term Loan C, Senior Secured Term Loan D, and Senior Secured Term Loan E were replaced with a new Senior Secured Term Loan B to Boxercraft. The existing Senior Secured Term Loan to Boxercraft was converted into Series D Preferred Stock in BXC.
During the year ended June 30, 2015, Prospect accrued $5 of administrative agent fees from Boxercraft (which were recognized by Prospect as other income). On August 25, 2014, Prospect sold Boxercraft, a wholly-owned subsidiary of BXC, for net proceeds of $750 and realized a net loss of $16,949 on the sale.
CCPI Inc.
Prospect owns 100% of the equity of CCPI Holdings Inc. (“CCPI Holdings”), a Consolidated Holding Company. CCPI Holdings owns 94.95% of the equity of CCPI Inc. (“CCPI”), with CCPI management owning the remaining 5.05% of the equity. CCPI owns 100% of each of CCPI Europe Ltd. and MEFEC B.V., and 45% of Gulf Temperature Sensors W.L.L.
On December 13, 2012, Prospect initially made a $15,921 investment (including 467,928 common shares of Prospect at fair value of $5,021) in CCPI Holdings, $7,500 senior secured note and $8,443 equity interest. The proceeds received by CCPI Holdings were partially utilized to purchase 95.13% of CCPI common stock for $14,878. The remaining proceeds were used to pay $395 of structuring fees from CCPI Holdings to Prospect (which were recognized by Prospect as structuring fee income), $215 for legal services provided by attorneys at Prospect Administration, $137 for third party expenses and $318 was retained by CCPI Holdings for working capital.
On December 13, 2012, Prospect made an additional investment of $18,000 in CCPI senior secured debt. The proceeds of the Prospect loan along with $14,878 of equity financing from CCPI Holdings (mentioned above) were used to purchase 95.13% of CCPI equity from the sellers for $31,829, provide $120 of debt financing to CCPI management (to partially fund a purchase by management of CCPI stock), fund $180 of structuring fees from CCPI to Prospect (which were recognized by Prospect as structuring fee income), pay $548 of third-party expenses, reimburse $12 for reimbursement of expenses paid by Prospect on behalf of CCPI (no income was recognized by Prospect) and $189 was retained by CCPI as working capital.
During the year ended June 30, 2014, certain members of CCPI management exercised options to purchase common stock, decreasing our ownership to 94.77%. On June 13, 2014, Prospect made a new $8,218 senior secured note to CCPI. CCPI then distributed this amount to CCPI Holdings as a return of capital which was used to pay down the $8,216 senior secured note from CCPI Holdings to Prospect. The remaining $2 was distributed to Prospect as a return of capital of Prospect’s equity investment in CCPI Holdings.
On July 1, 2014, Prospect began consolidating CCPI Holdings. As a result, any transactions between CCPI Holdings and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
During the year ended June 30, 2015, CCPI repurchased 30 shares of its common stock from a former CCPI executive, decreasing the number of shares outstanding and increasing Prospect’s ownership to 94.95%.
In June 2015, CCPI engaged Prospect to provide certain investment banking and financial advisory services in connection with a possible transaction. As compensation for the services provided, Prospect received $525 of advisory fees from CCPI which was recognized as other income during the year ended June 30, 2015.
During the three months ended September 30, 2015, CCPI repurchased 86 shares of its common stock from former CCPI executives. Additionally, certain CCPI executives exercised their option rights, purchasing 246 shares of CCPI common stock. These transactions increased the number of common shares outstanding by 160 shares and thus decreased Prospect’s ownership to 93.99%.
In addition to the repayments noted above, the following amounts were paid from CCPI to Prospect and recorded by Prospect as repayment of loan receivable:
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| | | |
Three Months Ended September 30, 2014 | $ | 113 |
|
Three Months Ended September 30, 2015 | 4,112 |
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The following cash distributions were declared and paid from CCPI to CCPI Holdings and recognized as a return of capital by CCPI Holdings:
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| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 1,918 |
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The following dividends were declared and paid from CCPI to CCPI Holdings and recognized as dividend income by CCPI Holdings:
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| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 2,782 |
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All dividends were paid from earnings and profits of CCPI.
The following interest payments were accrued and paid from CCPI to Prospect and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 824 |
|
Three Months Ended September 30, 2015 | 876 |
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Included above, the following payment-in-kind interest from CCPI was capitalized and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 145 |
|
Three Months Ended September 30, 2015 | 155 |
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The following interest income recognized had not yet been paid by CCPI to Prospect and was included by Prospect within interest receivable:
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| | | |
June 30, 2015 | $ | — |
|
September 30, 2015 | 4 |
|
The following managerial assistance payments were paid from CCPI to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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| | | |
Three Months Ended September 30, 2014 | $ | 60 |
|
Three Months Ended September 30, 2015 | 60 |
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The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
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| | | |
June 30, 2015 | $ | 60 |
|
September 30, 2015 | 60 |
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The following payments were paid from CCPI to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to CCPI (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 96 |
|
The following amounts were due from CCPI to Prospect for reimbursement of expenses paid by Prospect on behalf of CCPI and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | — |
|
September 30, 2015 | 6 |
|
CP Energy Services Inc.
Prospect owns 100% of the equity of CP Holdings of Delaware LLC (“CP Holdings”), a Consolidated Holding Company. CP Holdings owns 82.3% of the equity of CP Energy Services Inc. (“CP Energy”), and the remaining 17.7% of the equity is owned by CP Energy management. As of June 30, 2014, CP Energy owned directly or indirectly 100% of each of CP Well Testing Services, LLC (f/k/a CP Well Testing Holding Company LLC) (“CP Well Testing”); CP Well Testing, LLC (“CP Well”); Fluid Management Services, Inc. (f/k/a Fluid Management Holdings, Inc.) (“Fluid Management”); Fluid Management Services LLC (f/k/a Fluid Management Holdings LLC); Wright Transport, Inc. (f/k/a Wright Holdings, Inc.); Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; Artexoma Logistics, LLC; and Wright Trucking, Inc. Effective December 31, 2014, CP Energy underwent a corporate reorganization in order to consolidate certain of its wholly-owned subsidiaries. As of June 30, 2015, CP Energy owned directly or indirectly 100% of each of CP Well; Wright Foster Disposals, LLC; Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. CP Energy provides oilfield flowback services and fluid hauling and disposal services through its subsidiaries.
On October 3, 2012, Prospect initially made a $21,500 senior secured debt investment in CP Well. As part of the transaction, Prospect received $430 of structuring fees from CP Well (which was recognized by Prospect as structuring fee income) and $7 was paid by CP Well to Prospect Administration for legal services provided by attorneys at Prospect Administration.
On August 2, 2013, Prospect invested $94,014 (including 1,918,342 unregistered shares of Prospect common stock at a fair value of $21,006) to support the recapitalization of CP Energy where Prospect acquired a controlling interest in CP Energy.
On August 2, 2013, Prospect invested $12,741 into CP Holdings to purchase 100% of the common stock in CP Holdings. The proceeds were used by CP Holdings to purchase 82.9% of the common stock in CP Energy for $12,135 and pay $606 of legal services provided by attorneys at Prospect Administration.
On August 2, 2013, Prospect made a senior secured debt investment of $58,773 in CP Energy. CP Energy also received $2,505 management co-investment in exchange for 17.1% of CP Energy common stock. Total proceeds received by CP Energy of $73,413 (including the $12,135 of equity financing from CP Holdings mentioned above) were used to purchase 100% of the equity interests in CP Well Testing and Fluid Management for $33,600 and $34,576, respectively. The remaining proceeds were used by CP Energy to pay $1,414 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income) and pay $823 of third-party expenses, with $3,000 retained by CP Energy for working capital.
On August 2, 2013, Prospect made an additional senior secured debt investment of $22,500 in CP Well Testing. Total proceeds received by CP Well Testing of $56,100 (including the $33,600 of equity financing from CP Energy mentioned above) were used to purchase 100% of the equity interests in CP Well for $55,650 and pay $450 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income). After the financing, Prospect received repayment of the $18,991 loan previously outstanding from CP Well.
On October 11, 2013, Prospect made a $746 follow-on investment in CP Holdings to fund equity into CP Energy and made an additional senior secured loan to CP Energy of $5,100. Management invested an additional $154 of equity in CP Energy, and the percentage ownership of CP Energy did not change. Total proceeds of $6,000 were used to purchase flowback equipment and expand the CP Well operations in West Texas.
On December 26, 2013, Prospect made an additional $1,741 follow-on investment in CP Holdings to fund equity into CP Energy and made an additional senior secured loan to CP Energy of $11,900. Management invested an additional $359 of equity in CP Energy, and the percentage ownership of CP Energy did not change. Total proceeds of $14,000 were used to purchase additional equipment.
On April 1, 2014, Prospect made new loans to CP Well (with Foster Testing Co., Inc.; ProHaul Transports, LLC; and Wright Trucking, Inc. as co-borrowers), two first lien loans in the amount of $11,035 and $72,238, and a second lien loan in the amount of $15,000. The proceeds of these loans were used to repay CP Energy’s senior secured term loan and CP Well Testing’s senior secured term loan previously outstanding from Prospect.
On July 1, 2014, Prospect began consolidating CP Holdings. As a result, any transactions between CP Holdings and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
During the year ended June 30, 2015, certain members of CP Energy management exercised options to purchase common stock, decreasing our ownership to 82.3%.
The following interest payments were accrued and paid from CP Well to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 4,118 |
|
Three Months Ended September 30, 2015 | (390 | ) |
As of September 30, 2015, due to a pending sale transaction, we reversed $4,616 of previously recognized payment-in-kind interest from CP Well of which we do not expect to receive.
Included above, the following payment-in-kind interest from CP Well was capitalized and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 1,798 |
|
The following interest income recognized had not yet been paid by CP Well to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 46 |
|
September 30, 2015 | — |
|
The following managerial assistance payments were paid from CP Energy to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 75 |
|
Three Months Ended September 30, 2015 | 75 |
|
The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 75 |
|
September 30, 2015 | 75 |
|
The following amounts were due from CP Energy to Prospect for reimbursement of expenses paid by Prospect on behalf of CP Energy and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | 1 |
|
September 30, 2015 | 4 |
|
Credit Central Loan Company, LLC
Prospect owns 100% of the equity of Credit Central Holdings of Delaware, LLC (“Credit Central Delaware”), a Consolidated Holding Company. Credit Central Delaware owns 74.93% of the equity of Credit Central Loan Company, LLC (f/k/a Credit Central Holdings, LLC) (“Credit Central”), with entities owned by Credit Central management owning the remaining 25.07% of the equity. Credit Central owns 100% of each of Credit Central, LLC; Credit Central South, LLC; Credit Central of Texas, LLC; and Credit Central of Tennessee, LLC. Credit Central is a branch-based provider of installment loans.
On December 28, 2012, Prospect initially made a $47,663 investment (including the fair value of 897,906 common shares of Prospect for $9,581 on that date, which were included in the purchase cost paid to acquire Credit Central) in Credit Central Delaware, of which $38,082 was a Senior Secured Revolving Credit Facility and $9,581 to purchase the membership interests of Credit Central Delaware. The proceeds were partially utilized to purchase 74.75% of Credit Central’s membership interests for $43,293. The remaining proceeds were used to pay $1,440 of structuring fees from Credit Central Delaware to Prospect (which was recognized by Prospect as structuring fee income), $638 for third party expenses, $292 for legal services provided by attorneys at Prospect Administration and $2,000 was retained by Credit Central Delaware for working capital. On March 28, 2014, Prospect funded an additional $2,500 ($2,125 to the Senior Secured Revolving Credit Facility and $375 to purchase additional membership interests of Credit Central Delaware) which was utilized by Credit Central Delaware to pay a $2,000 dividend to Prospect and $500 was retained by Credit Central Delaware for working capital.
On June 26, 2014, Prospect made a new $36,333 second lien term loan to Credit Central. Credit Central then distributed this amount to Credit Central Delaware as a return of capital which was used to pay down the Senior Secured Revolving Credit Facility from Credit Central Delaware by the same amount. The remaining amount of the Senior Secured Revolving Credit Facility, $3,874, was then converted to additional membership interests in Credit Central Delaware.
On July 1, 2014, Prospect began consolidating Credit Central Delaware. As a result, any transactions between Credit Central Delaware and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
During the year ended June 30, 2015, Credit Central redeemed 24,629 shares of its membership interest from former Credit Central employees, decreasing the number of shares outstanding and increasing Prospect’s ownership to 74.93%.
The following interest payments were accrued and paid from Credit Central to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 1,857 |
|
Three Months Ended September 30, 2015 | 1,857 |
|
The following interest income recognized had not yet been paid by Credit Central to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 20 |
|
September 30, 2015 | 20 |
|
The following royalty payments were paid from Credit Central to Prospect and recognized by Prospect as other income:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 619 |
|
The following managerial assistance payments were paid from Credit Central to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 175 |
|
Three Months Ended September 30, 2015 | 175 |
|
The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 175 |
|
September 30, 2015 | 175 |
|
The following amounts were due to Credit Central from Prospect for reimbursement of expenses paid by Credit Central on behalf of Prospect and were included by Prospect within other liabilities:
|
| | | |
June 30, 2015 | $ | 27 |
|
September 30, 2015 | 27 |
|
Echelon Aviation LLC
Prospect owns 99.02% of the membership interests of Echelon Aviation LLC (“Echelon”). Echelon owns 60.7% of the equity of AerLift Leasing Limited (“AerLift”).
On March 31, 2014, Prospect initially made a $92,628 investment in Echelon, of which $78,521 was a Senior Secured Revolving Credit Facility and $14,107 to purchase 100% of the membership interests of Echelon. The proceeds were partially utilized to purchase 60.7% of AerLift’s membership interests for $83,657. The remaining proceeds were used to pay $2,771 of structuring fees from Echelon to Prospect (which was recognized by Prospect as structuring fee income), $540 for third party expenses, $664 for legal and tax services provided by Prospect Administration and $4,996 was retained by Echelon for working capital.
During the year ended June 30, 2014, Echelon issued 57,779.44 Class B shares to the company’s President, decreasing Prospect’s ownership to 99.49%.
On July 1, 2014, Prospect sold a $400 participation in the Senior Secured Revolving Credit Facility, equal to 0.51% of the outstanding principal amount on that date.
On September 15, 2014, Echelon made an optional partial prepayment of $37,313 of the Senior Secured Revolving Credit Facility outstanding.
On September 30, 2014, Prospect made an additional $5,800 investment in the membership interests of Echelon.
During the year ended June 30, 2015, Echelon issued 54,482.06 Class B shares to the company’s President, decreasing Prospect’s ownership to 99.02%.
The following interest payments were accrued and paid from Echelon to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 2,563 |
|
Three Months Ended September 30, 2015 | 1,460 |
|
The following interest income recognized had not yet been paid by Echelon to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 2,412 |
|
September 30, 2015 | 984 |
|
The following managerial assistance payments were paid from Echelon to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 63 |
|
Three Months Ended September 30, 2015 | 63 |
|
The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 63 |
|
September 30, 2015 | 63 |
|
The following payments were paid from Echelon to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Echelon (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
|
| | | |
Three Months Ended September 30, 2014 | $ | 5 |
|
Three Months Ended September 30, 2015 | 120 |
|
The following amounts were due from Echelon to Prospect for reimbursement of expenses paid by Prospect on behalf of Echelon and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | 30 |
|
September 30, 2015 | 2 |
|
Edmentum Ultimate Holdings, LLC
Prospect owns 37.1% of the equity of Edmentum Ultimate Holdings, LLC (“Edmentum Holdings”). Edmentum Holdings owns 100% of the equity of Edmentum, Inc. (“Edmentum”). Edmentum is the largest all subscription based, software as a service provider of online curriculum and assessments to the U.S. education market. Edmentum provides high-value, comprehensive online solutions that support educators to successfully transition learners from one stage to the next.
On May 17, 2012, Prospect initially made a $50,000 second lien term loan to Edmentum.
On June 9, 2015, Prospect provided additional debt and equity financing to support the recapitalization of Edmentum. As part of the recapitalization, Prospect exchanged 100% of the $50,000 second lien term loan previously outstanding for $26,365 of junior PIK notes and 370,964.14 Class A common units representing 37.1% equity ownership in Edmentum Holdings. In addition, Prospect invested $5,875 in senior PIK notes and committed $7,834 as part of a second lien revolving credit facility, of which $4,896 was funded at closing. On June 9, 2015, we determined that the impairment of Edmentum was impaired and recorded a realized loss of $22,116 for the amount that the amortized cost exceeded the fair value, reducing the amortized cost to $37,216.
The following amounts were paid from Edmentum to Prospect and recorded by Prospect as repayment of loan receivable:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 4,896 |
|
The following interest payments were accrued and paid from Edmentum to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 1,052 |
|
Included above, the following payment-in-kind interest from Edmentum was capitalized and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 454 |
|
The following interest income recognized had not yet been paid by Edmentum to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | — |
|
September 30, 2015 | 563 |
|
Energy Solutions Holdings Inc.
Prospect owns 100% of the equity of Energy Solutions Holdings Inc. (f/k/a Gas Solutions Holdings Inc.) (“Energy Solutions”), a Consolidated Holding Company. Energy Solutions owns 100% of each of Change Clean Energy Company, LLC (f/k/a Change Clean Energy Holdings, LLC) (“Change Clean”); Freedom Marine Solutions, LLC (f/k/a Freedom Marine Services Holdings, LLC) (“Freedom Marine”); and Yatesville Coal Company, LLC (f/k/a Yatesville Coal Holdings, LLC) (“Yatesville”). Change Clean owns 100% of each of Change Clean Energy, LLC and Down East Power Company, LLC, and 50.1% of BioChips LLC. Freedom Marine owns 100% of each of Vessel Company, LLC (f/k/a Vessel Holdings, LLC) (“Vessel”); Vessel Company II, LLC (f/k/a Vessel Holdings II, LLC) (“Vessel II”); and Vessel Company III, LLC (f/k/a Vessel Holdings III, LLC) (“Vessel III”). Yatesville owns 100% of North Fork Collieries, LLC.
Energy Solutions owns interests in companies operating in the energy sector. These include companies operating offshore supply vessels, ownership of a non-operating biomass electrical generation plant and several coal mines. Energy Solutions subsidiaries formerly owned interests in gathering and processing business in east Texas. As of July 1, 2011, the cost basis of Prospect’s investment in Energy Solutions, including debt and equity, was $42,003.
In December 2011, Prospect completed a reorganization of Gas Solutions Holdings Inc. renaming the company Energy Solutions and transferring ownership of other operating companies owned by Prospect and operating within the energy industry. As part of the reorganization, Prospect transferred its debt and equity interests with cost basis of $2,540 in Change Clean Energy Holdings, Inc. and Change Clean Energy, Inc. to Change Clean; $12,504 in Freedom Marine Holdings, Inc. to Freedom Marine; and $1,449 of Yatesville Coal Holdings, Inc. to Yatesville. Each of these entities is wholly owned (directly or indirectly) by Energy Solutions. On December 28, 2011, Prospect made a follow-on $1,250 equity investment in Energy Solutions and a $3,500 debt investment in Vessel.
On January 4, 2012, Energy Solutions sold its gas gathering and processing assets held in Gas Solutions II Ltd. (“Gas Solutions”) for a potential sale price of $199,805, adjusted for the final working capital settlement, including a potential earn-out of $28,000 that may be paid based on the future performance of Gas Solutions. After expenses, including structuring fees of $9,966 paid to Prospect, and $3,152 of third-party expenses, Gas Solutions LP LLC and Gas Solutions GP LLC, subsidiaries of Gas Solutions, received $157,100 and $1,587 in cash, respectively, and subsequently distributed these amounts, $158,687 in total, to Energy Solutions. The sale of Gas Solutions by Energy Solutions resulted in significant earnings and profits, as defined by the Code, at Energy Solutions for calendar year 2012. In accordance with ASC 946, the distributions Prospect received from Energy Solutions during calendar year 2012 were required to be recognized as dividend income, as there were current year earnings and profits sufficient to support such recognition. As a result, we recognized dividends of $53,820 from Energy Solutions during the year ended June 30, 2013. No such dividends were received from Energy Solutions during the year ended June 30, 2014.
During the year ended June 30, 2013, Energy Solutions repaid $28,500 of senior and subordinated secured debt due to Prospect. In addition to the repayment of principal, Prospect received $19,543 of make-whole fees for early repayment of the outstanding loan receivables, which was recorded as additional interest income during the year ended June 30, 2013.
On November 25, 2013, Prospect restructured its investment in Freedom Marine. The $12,504 subordinated secured loan to Jettco Marine Services, LLC, a subsidiary of Freedom Marine, was replaced with a senior secured note to Vessel II. On December 3, 2013, Prospect made a $16,000 senior secured investment in Vessel III. Overall, the restructuring of Prospect’s investment in Freedom Marine provided approximately $16,000 net new senior secured debt financing to support the acquisition of two new vessels. Prospect received $2,480 of structuring fees from Energy Solutions related to the Freedom Marine restructuring which was recognized as other income.
During the year ended June 30, 2014, Energy Solutions repaid the remaining $8,500 of the subordinated secured debt due to Prospect. In addition to the repayment of principal, Prospect received $4,812 of make-whole fees for early repayment of the outstanding loan receivables, which was recorded as additional interest income during the year ended June 30, 2014.
On November 28, 2012 and January 1, 2014, Prospect received $475 and $25 of litigation settlement proceeds related to Change Clean and recorded a reduction in its equity investment cost basis for Energy Solutions, respectively.
On June 4, 2014, Gas Solutions GP LLC and Gas Solutions LP LLC merged with and into Freedom Marine, with Freedom Marine as the surviving entity.
On July 1, 2014, Prospect began consolidating Energy Solutions. As a result, any transactions between Energy Solutions and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below. Transactions between Prospect and Freedom Marine are separately discussed below under “Freedom Marine Solutions, LLC.”
During the three months ended December 31, 2014, Prospect determined that the impairments of Change Clean and Yatesville were impaired and recorded a realized loss of $1,449, reducing the amortized cost to zero.
The following payments were paid from Energy Solutions to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Energy Solutions (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 65 |
|
First Tower Finance Company LLC
Prospect owns 100% of the equity of First Tower Holdings of Delaware LLC (“First Tower Delaware”), a Consolidated Holding Company. First Tower Delaware owns 80.1% of First Tower Finance Company LLC (f/k/a First Tower Holdings LLC) (“First Tower Finance”). First Tower Finance owns 100% of First Tower, LLC (“First Tower”), a multiline specialty finance company.
On June 15, 2012, Prospect made a $287,953 investment (including 14,518,207 common shares of Prospect at a fair value of $160,571) in First Tower Delaware, of which $244,760 was a Senior Secured Revolving Credit Facility and $43,193 of membership interest in First Tower Delaware. The proceeds were utilized by First Tower Delaware to purchase 80.1% of the membership interests in First Tower Finance for $282,968. The remaining proceeds at First Tower Delaware were used to pay $4,038 of structuring fees from First Tower Delaware to Prospect (which was recognized by Prospect as structuring fee income), $940 of legal services provided by attorneys at Prospect Administration, and $7 of third party expenses. Prospect received an additional $4,038 of structuring fees from First Tower (which was recognized by Prospect as structuring fee income). Management purchased the additional 19.9% of First Tower Finance common stock for $70,300. The combined proceeds received by First Tower Finance of $353,268 ($282,968 equity financing from First Tower Delaware mentioned above and $70,300 equity financing from management) were used to purchase 100% of the common stock of First Tower for $338,042, pay $11,188 of third-party expenses and $4,038 of structuring fees from First Tower mentioned above (which was recognized by Prospect as structuring fee income).
On October 18, 2012, Prospect made an additional $20,000 investment through the Senior Secured Revolving Credit Facility, $12,008 of which was invested by First Tower Delaware in First Tower Finance as equity and $7,992 of which was retained by First Tower Delaware as working capital. On December 30, 2013, Prospect funded an additional $10,000 into First Tower Delaware, $8,500 through the Senior Secured Revolving Credit Facility and $1,500 through the purchase of additional membership interests in First Tower Delaware. $8,000 of the proceeds were utilized by First Tower Delaware to pay structuring fees to Prospect for the renegotiation and expansion of First Tower’s third-party revolver, and $2,000 of the proceeds were retained by First Tower Delaware for working capital.
On June 24, 2014, Prospect made a new $251,246 second lien term loan to First Tower. First Tower distributed this amount to First Tower Finance, which distributed this amount to First Tower Delaware as a return of capital. First Tower Delaware used the distribution to partially pay down the Senior Secured Revolving Credit Facility. The remaining $23,712 of the Senior Secured Revolving Credit Facility was then converted to additional membership interests held by Prospect in First Tower Delaware.
On July 1, 2014, Prospect began consolidating First Tower Delaware. As a result, any transactions between First Tower Delaware and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
The following amounts were paid from First Tower to Prospect and recorded by Prospect as repayment of loan receivable:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 678 |
|
The following interest payments were accrued and paid from First Tower to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 10,916 |
|
Three Months Ended September 30, 2015 | 14,137 |
|
Included above, the following payment-in-kind interest from First Tower was capitalized and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 347 |
|
The following interest income recognized had not yet been paid by First Tower to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 4,612 |
|
September 30, 2015 | 154 |
|
The following managerial assistance payments were accrued and paid from First Tower Delaware to Prospect Administration and recognized by Prospect as an expense:
|
| | | |
Three Months Ended September 30, 2014 | $ | 600 |
|
Three Months Ended September 30, 2015 | 600 |
|
The following managerial assistance recognized has not yet been paid by First Tower Delaware to Prospect Administration and was included by Prospect within due to Prospect Administration.
|
| | | |
June 30, 2015 | $ | 600 |
|
September 30, 2015 | 1,200 |
|
The following amounts were due from First Tower to Prospect for reimbursement of expenses paid by Prospect on behalf of First Tower and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | 20 |
|
September 30, 2015 | 15 |
|
Freedom Marine Solutions, LLC
As discussed above, Prospect owns 100% of the equity of Energy Solutions, a Consolidated Holding Company. Energy Solutions owns 100% of Freedom Marine. Freedom Marine owns 100% of each of Vessel, Vessel II, and Vessel III.
As of July 1, 2014, the cost basis of Prospect’s total debt and equity investment in Freedom Marine was $39,811, which consisted of the following: $3,500 senior secured note to Vessel; $12,504 senior secured note to Vessel II; $16,000 senior secured note to Vessel III; and $7,807 of equity.
On December 29, 2014, Freedom Marine reached a settlement for and received $5,174, net of third party obligations, related to the contingent earn-out from the sale of Gas Solutions in January 2012 which was retained by Freedom Marine. This is a final settlement and no further payments are expected from the sale. (See “Energy Solutions Holdings Inc.” above for more information related to the sale of Gas Solutions.)
The following interest payments were accrued and paid from Vessel to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 161 |
|
Three Months Ended September 30, 2015 | 161 |
|
The following interest income recognized had not yet been paid by Vessel to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 2 |
|
September 30, 2015 | 2 |
|
The following interest payments were accrued and paid from Vessel II to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 432 |
|
Three Months Ended September 30, 2015 | 432 |
|
The following interest income recognized had not yet been paid by Vessel II to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 5 |
|
September 30, 2015 | 5 |
|
The following interest payments were accrued and paid from Vessel III to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 532 |
|
Three Months Ended September 30, 2015 | 532 |
|
The following interest income recognized had not yet been paid by Vessel III to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 6 |
|
September 30, 2015 | 6 |
|
The following managerial assistance payments were paid from Freedom Marine to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 75 |
|
Three Months Ended September 30, 2015 | 75 |
|
The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 75 |
|
September 30, 2015 | 75 |
|
The following amounts were due from Freedom Marine to Prospect for reimbursement of expenses paid by Prospect on behalf of Freedom Marine and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | 3 |
|
September 30, 2015 | 2 |
|
Gulf Coast Machine & Supply Company
Prospect owns 100% of the preferred equity of Gulf Coast Machine & Supply Company (“Gulf Coast”). Gulf Coast is a provider of value-added forging solutions to energy and industrial end markets.
On October 12, 2012, Prospect initially made a $42,000 first lien term loan to Gulf Coast, of which $840 was used to pay structuring fees from Gulf Coast to Prospect (which was recognized by Prospect as structuring fee income). During the year ended June 30, 2013, Gulf Coast repaid $787 of the first lien term loan.
Between July 1, 2013 and November 8, 2013, Gulf Coast repaid $263 of the first lien term loan, leaving a balance of $40,950. On November 8, 2013, Gulf Coast issued $25,950 of convertible preferred stock to Prospect (representing 99.9% of the voting securities of Gulf Coast) in exchange for crediting the same amount to the first lien term loan previously outstanding, leaving a first lien loan balance of $15,000. Prior to this conversion, Prospect was just a lender to Gulf Coast and the investment was not a controlled investment. On November 29, 2013 and December 16, 2013, Prospect provided an additional $1,000 and $1,500, respectively, to fund working capital needs, increasing the first lien loan balance to $17,500.
During the year ended June 30, 2015, Prospect made an additional $8,500 investment in the first lien term loan to Gulf Coast to fund capital improvements to key forging equipment and other liquidity needs.
During the quarter ended September 30, 2015, Prospect made an additional $3,000 investment in the first lien term loan to Gulf Coast to fund capital improvements to key forging equipment and other liquidity needs.
The following amounts were paid from Gulf Coast to Prospect and recorded by Prospect as repayment of loan receivable:
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 75 |
|
The following interest payments were accrued and paid from Gulf Coast to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 523 |
|
Three Months Ended September 30, 2015 | — |
|
The following amounts were due from Gulf Coast to Prospect for reimbursement of expenses paid by Prospect on behalf of Gulf Coast and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | 1 |
|
September 30, 2015 | 1 |
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Harbortouch Payments, LLC
Prospect owns 100% of the equity of Harbortouch Holdings of Delaware Inc. (“Harbortouch Delaware”), a Consolidated Holding Company. Harbortouch Delaware owns 100% of the Class C voting units of Harbortouch Payments, LLC (“Harbortouch”), which provide for a 53.5% residual profits allocation. Harbortouch management owns 100% of the Class B and D voting units of Harbortouch, which provide for a 46.5% residual profits allocation. Harbortouch owns 100% of Credit Card Processing USA, LLC. Harbortouch is a provider of transaction processing services and point-of sale equipment used by merchants across the United States.
On March 31, 2014, Prospect made a $147,898 investment (including 2,306,294 common shares of Prospect at a fair value of $24,908) in Harbortouch Delaware. Of this amount, $123,000 was loaned in exchanged for a subordinated note and $24,898 was an equity contribution. Harbortouch Delaware utilized $137,972 to purchase 100% of the Harbortouch Class A voting preferred units which provided an 11% preferred return and a 53.5% interest in the residual profits. Harbortouch Delaware used the remaining proceeds to pay $4,920 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $1,761 for legal services provided by attorneys at Prospect Administration and $3,245 was retained by Harbortouch Delaware for working capital. Additionally, on March 31, 2014, Prospect provided Harbortouch a senior secured loan of $130,796. Prospect received a structuring fee of $2,616 from Harbortouch (which was recognized by Prospect as structuring fee income).
On April 1, 2014, Prospect made a new $137,226 senior secured term loan to Harbortouch. Harbortouch then distributed this amount to Harbortouch Delaware as a return of capital which was used to pay down the $123,000 senior secured note from Harbortouch Delaware to Prospect. The remaining $14,226 was distributed to Prospect as a return of capital of Prospect’s equity investment in Harbortouch Delaware.
On July 1, 2014, Prospect began consolidating Harbortouch Delaware. As a result, any transactions between Harbortouch Delaware and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On September 30, 2014, Prospect made a new $26,431 senior secured term loan to Harbortouch to support an acquisition. As part of the transaction, Prospect received $529 of structuring fees (which was recognized by Prospect as structuring fee income) and $50 of amendment fees (which was recognized by Prospect as amendment fee income).
On December 19, 2014, Prospect made an additional $1,291 equity investment in Harbortouch Class C voting units. This amount was deferred consideration stipulated in the original agreement.
In addition to the repayments noted above, the following amounts were paid from Harbortouch to Prospect and recorded by Prospect as repayment of loan receivable:
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| | | |
Three Months Ended September 30, 2014 | $ | 1,817 |
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Three Months Ended September 30, 2015 | 1,274 |
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The following cash distributions were declared and paid from Harbortouch to Harbortouch Holdings and recognized as a return of capital by Harbortouch Holdings:
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Three Months Ended September 30, 2014 | $ | — |
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Three Months Ended September 30, 2015 | 14 |
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The following interest payments were accrued and paid from Harbortouch to Prospect and recognized by Prospect as interest income:
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Three Months Ended September 30, 2014 | $ | 6,874 |
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Three Months Ended September 30, 2015 | 7,779 |
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The following interest income recognized had not yet been paid by Harbortouch to Prospect and was included by Prospect within interest receivable:
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June 30, 2015 | $ | 2,077 |
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September 30, 2015 | 4,113 |
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The following managerial assistance payments were paid from Harbortouch to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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Three Months Ended September 30, 2014 | $ | 125 |
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Three Months Ended September 30, 2015 | 125 |
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The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
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June 30, 2015 | $ | 125 |
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September 30, 2015 | 125 |
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The following payments were paid from Harbortouch to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Harbortouch (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
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Three Months Ended September 30, 2014 | $ | 46 |
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Three Months Ended September 30, 2015 | — |
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The following amounts were due from Harbortouch to Prospect for reimbursement of expenses paid by Prospect on behalf of Harbortouch and were included within other receivables:
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June 30, 2015 | $ | — |
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September 30, 2015 | 53 |
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Manx Energy, Inc.
As of June 30, 2014, Prospect owned 41% of the equity of Manx Energy, Inc. (“Manx”). Manx was formed on January 19, 2010 for the purpose of rolling up the assets of existing Prospect portfolio companies, Coalbed, LLC (“Coalbed”), Appalachian Energy LLC (f/k/a Appalachian Energy Holdings, LLC) (“AEH”) and Kinley Exploration LLC. The three companies were combined under new common management.
On January 19, 2010, Prospect made a $2,800 investment at closing to Manx to provide for working capital. On the same date, Prospect exchanged $2,100 and $4,500 of the loans to AEH and Coalbed, respectively, for Manx preferred equity, and Prospect’s AEH equity interest was converted into Manx common stock. There was no change to fair value at the time of restructuring, and Prospect continued to fully reserve any income accrued for Manx. On October 15, 2010 and May 26, 2011, Prospect increased its loan to Manx in the amount of $500 and $250, respectively, to provide additional working capital. As of June 30, 2011, the cost basis of Prospect’s investment in Manx, including debt and equity, was $19,019.
On June 30, 2012, AEH and Coalbed loans held by Manx with a cost basis of $7,991 were removed from Manx and contributed by Prospect to Wolf Energy Holdings Inc., a separate holding company wholly owned by Prospect. During the three months ended June 30, 2013, Prospect determined that the impairment of Manx was impaired and recorded a realized loss of $9,397 for the amount that the amortized cost exceeded the fair value, reducing the amortized cost to $500. During the year ended June 30, 2014, Manx repaid $450 of the senior secured note. During the three months ended December 31, 2014, Manx was dissolved and Prospect recorded a realized loss of $50, reducing the amortized cost to zero.
MITY, Inc.
Prospect owns 100% of the equity of MITY Holdings of Delaware Inc. (“MITY Delaware”), a Consolidated Holding Company. MITY Delaware holds 94.99% of the equity of MITY, Inc. (f/k/a MITY Enterprises, Inc.) (“MITY”), with management of MITY owning the remaining 5.01% of the equity of MITY. MITY owns 100% of each of MITY-Lite, Inc. (“MITY-Lite”); Broda USA, Inc. (f/k/a Broda Enterprises USA, Inc.) (“Broda USA”); and Broda Enterprises ULC (“Broda Canada”). MITY is a designer, manufacturer and seller of multipurpose room furniture and specialty healthcare seating products.
On September 19, 2013, Prospect made a $29,735 investment in MITY Delaware, of which $22,792 was a senior secured debt to MITY Delaware and $6,943 was a capital contribution to the equity of MITY Delaware. The proceeds were partially utilized to purchase 97.7% of MITY common stock for $21,027. The remaining proceeds were used to issue a $7,200 note from Broda Canada to MITY Delaware, pay $684 of structuring fees from MITY Delaware to Prospect (which was recognized by Prospect as structuring fee income), $311 for legal services provided by attorneys employed by Prospect Administration and $513 was retained by MITY Delaware for working capital.
On September 19, 2013, Prospect made an additional $18,250 senior secured debt investment in MITY. The proceeds were used to repay existing third-party indebtedness, pay $365 of structuring fees from MITY to Prospect (which was recognized by Prospect as structuring fee income), pay $1,143 of third party expenses and $2,580 was retained by MITY for working capital. Members of management of MITY purchased additional shares of common stock of MITY, reducing MITY Delaware’s ownership to 94.99%. MITY, MITY-Lite and Broda USA are joint borrowers on the senior secured debt of MITY.
On June 23, 2014, Prospect made a new $15,769 debt investment in MITY and MITY distributed proceeds to MITY Delaware as a return of capital. MITY Delaware used this distribution to pay down the senior secured debt of MITY Delaware to Prospect by the same amount. The remaining amount of the senior secured debt due from MITY Delaware to Prospect, $7,200, was then contributed to the capital of MITY Delaware. On June 23, 2014, Prospect also extended a new $7,500 senior secured revolving facility to MITY, which was
at closing.
On July 1, 2014, Prospect began consolidating MITY Delaware. As a result, any transactions between MITY Delaware and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
During the year ended June 30, 2015, Prospect funded $2,500 of MITY’s senior secured revolving facility, which MITY fully repaid during that time.
The following interest payments were accrued and paid from MITY to Prospect and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 1,291 |
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Three Months Ended September 30, 2015 | 1,304 |
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Included above, the following payment-in-kind interest from MITY was capitalized and recognized by Prospect as interest income:
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Three Months Ended September 30, 2014 | $ | — |
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Three Months Ended September 30, 2015 | 140 |
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The following interest income recognized had not yet been paid by MITY to Prospect and was included by Prospect within interest receivable:
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June 30, 2015 | $ | 14 |
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September 30, 2015 | 166 |
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The following interest payments were accrued and paid from Broda Canada to MITY Delaware and recognized by Prospect as interest income:
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Three Months Ended September 30, 2014 | $ | 172 |
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Three Months Ended September 30, 2015 | 144 |
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During the three months ended September 30, 2015, there was an unfavorable fluctuation in the foreign currency exchange rate and MITY Delaware recognized $1 of realized loss related to its investment in Broda Canada.
The following managerial assistance payments were paid from MITY to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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Three Months Ended September 30, 2014 | $ | 85 |
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Three Months Ended September 30, 2015 | 75 |
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The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
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June 30, 2015 | $ | 75 |
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September 30, 2015 | 75 |
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The following managerial assistance recognized had not yet been paid by MITY to Prospect and was included by Prospect within other receivables and due to Prospect Administration:
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June 30, 2015 | $ | — |
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September 30, 2015 | 75 |
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The following payments were paid from MITY to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to MITY (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
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Three Months Ended September 30, 2014 | $ | — |
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Three Months Ended September 30, 2015 | 59 |
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The following amounts were due to Prospect from MITY for reimbursement of expenses paid by Prospect on behalf of MITY and were included within other receivables:
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June 30, 2015 | $ | — |
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September 30, 2015 | 4 |
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The following amounts were due to MITY from Prospect for reimbursement of expenses paid by MITY on behalf of Prospect and were included within other liabilities:
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June 30, 2015 | $ | 1 |
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September 30, 2015 | — |
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National Property REIT Corp.
Prospect owns 100% of the equity of NPH Property Holdings, LLC (“NPH”), a Consolidated Holding Company. NPH owns 100% of the common equity of National Property REIT Corp. (f/k/a National Property Holdings Corp.) (“NPRC”). NPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a REIT, NPRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or operation of NPRC.
NPRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. NPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. NPRC may acquire real estate assets
directly or through joint ventures by making a majority equity investment in a property-owning entity (the “JV”). Additionally, through its wholly-owned subsidiaries, NPRC invests in online consumer loans.
On December 31, 2013, APRC distributed its majority interests in five JVs holding real estate assets to APH. APH then distributed these JV interests to Prospect in a transaction characterized as a return of capital. Prospect, on the same day, contributed certain of these JV interests to NPH and the remainder to UPH (each wholly-owned subsidiaries of Prospect). Each of NPH and UPH immediately thereafter contributed these JV interests to NPRC and UPRC, respectively. The total investments in the JVs transferred to NPH and from NPH to NPRC consisted of $79,309 and $16,315 of debt and equity financing, respectively. There was no material gain or loss realized on these transactions.
On December 31, 2013, Prospect made a $10,620 investment in NPH, of which $8,800 was a Senior Term Loan and $1,820 was used to purchase additional membership interests of NPH. The proceeds were utilized by NPH to purchase additional NPRC common equity for $10,620. The proceeds were utilized by NPRC to purchase a 93.0% ownership interest in APH Carroll Bartram Park, LLC for $10,288 and to pay $113 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $219 retained by NPRC for working capital. The JV was purchased for $38,000 which included debt financing and minority interest of $28,500 and $774, respectively. The remaining proceeds were used to pay $206 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $1,038 of third party expenses, $5 of legal services provided by attorneys at Prospect Administration, and $304 of prepaid assets, with $9 retained by the JV for working capital.
Between January 7, 2014 and March 13, 2014, Prospect made a $14,000 investment in NPH, of which $11,900 was a Senior Term Loan and $2,100 was used to purchase additional membership interests of NPH. The proceeds were utilized by certain of NPRC’s wholly-owned subsidiaries to purchase online consumer loans from a third party.
On January 31, 2014, Prospect made a $4,805 investment in NPH, of which $4,000 was a Senior Term Loan and $805 used to purchase additional membership interests of NPH. The proceeds were utilized by NPH to purchase additional NPRC common equity for $4,805. The proceeds were utilized by NPRC to purchase a 93.0% ownership interest in APH Carroll Atlantic Beach, LLC for $4,603 and to pay $52 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $150 retained by NPRC for working capital. The JV was purchased for $13,025 which included debt financing and minority interest of $9,118 and $346, respectively. The remaining proceeds were used to pay $92 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $681 of third party expenses, $7 of legal services provided by attorneys at Prospect Administration, and $182 of prepaid assets, with $80 retained by the JV for working capital.
Effective April 1, 2014, Prospect made a new $104,460 senior term loan to NPRC. NPRC then distributed this amount to NPH as a return of capital which was used to pay down the Senior Term Loan from NPH by the same amount.
Between April 3, 2014 and May 21, 2014, Prospect made an $11,000 investment in NPH and NPRC, of which $9,350 was a Senior Term Loan to NPRC and $1,650 was used to purchase additional membership interests of NPH. The proceeds were utilized by NPH to purchase additional NPRC common equity for $1,650. The proceeds were utilized by certain of NPRC’s wholly-owned subsidiaries to purchase online consumer loans from a third party.
On July 1, 2014, Prospect began consolidating NPH. As a result, any transactions between NPH and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On October 23, 2014, UPRC transferred its investment in Michigan Storage, LLC to NPRC. As a result, Prospect’s investments in UPRC related to these properties also transferred to NPRC. The investments transferred consisted of $1,281 of equity and $9,444 of debt. There was no gain or loss realized on the transaction.
On November 26, 2014, APRC transferred its investment in APH Carroll Resort, LLC to NPRC and the investment was renamed NPRC Carroll Resort, LLC. As a result, Prospect’s investments in APRC related to this property also transferred to NPRC. The investments transferred consisted of $10,237 of equity and $65,586 of debt. There was no gain or loss realized on the transaction.
On January 16, 2015, Prospect made a $13,871 investment in NPRC, of which $11,810 was a Senior Term Loan directly to NPRC and $2,061 was used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in Michigan Storage, LLC (which was originally purchased by UPRC and transferred to NPRC, as discussed below) for $13,854, with $17 retained by NPRC for working capital. The minority interest holder also invested an additional $2,445 in the JV. With additional debt financing of $12,602, the total proceeds were used by the JV to purchase five additional properties for $26,405. The remaining proceeds were used to pay $276 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $1,762 of third party expenses, $65 in pre-funded capital expenditures, and $393 of prepaid assets.
On March 17, 2015, Prospect entered into a new credit agreement with ACL Loan Holdings, Inc. (“ACLLH”), a wholly-owned subsidiary of NPRC, to form two new tranches of senior secured term loans, Term Loan A and Term Loan B, with the same terms as the existing NPRC Term Loan A and Term Loan B due to Prospect. The agreement was effective as of June 30, 2014. On June 30, 2014, ACLLH made a non-cash return of capital distribution of $22,390 to NPRC and NPRC transferred and assigned to ACLLH a senior secured Term Loan A due to Prospect.
On May 1, 2015, APRC transferred its investment in 5100 Live Oaks Blvd, LLC to NPRC. As a result, Prospect’s investments in APRC related to this property also transferred to NPRC. The investments transferred consisted of $2,748 of equity and $29,990 of debt. There was no gain or loss realized on the transaction.
On May 6, 2015, Prospect made a $252 investment in NPRC, of which $236 was a Senior Term Loan and $16 was used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in 5100 Live Oaks Blvd, LLC for $252. The minority interest holder also invested an additional $6 in the JV. The proceeds were used by the JV to fund $258 of capital expenditures.
On June 2, 2015, Prospect amended the credit agreement with NPRC to form two new tranches of senior secured term loans, Term Loan C and Term Loan D, with the same terms as the existing ACLLH Term Loan A and Term Loan B due to Prospect. The amendment was effective as of April 1, 2015.
During the year ended June 30, 2015, Prospect made thirty-six follow-on investments in NPRC totaling $224,200 to support the online consumer lending initiative. Prospect invested $52,350 of equity through NPH and $171,850 of debt directly to NPRC and its wholly-owned subsidiaries. In addition, during the year ended June 30, 2015, Prospect received partial repayments of $32,883 of the loans previously outstanding and $5,577 as a return of capital on the equity investment in NPRC.
On September 9, 2015, Prospect made a $159 investment in NPRC used to purchase additional common equity of NPRC through NPH. The proceeds were utilized by NPRC to purchase additional ownership interest in its multi-family property for $159. The minority interest holder also invested an additional $4 in the JVs. The proceeds were used by the JVs to fund $163 of capital expenditures.
During the three months ended September 30, 2015, we provided $68,154 and $17,415 of debt and equity financing, respectively, to NPRC to enable certain of its wholly-owned subsidiaries to invest in online consumer loans.
The following interest payments were accrued and paid by NPRC to Prospect and recognized by Prospect as interest income:
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Three Months Ended September 30, 2014 | $ | 3,309 |
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Three Months Ended September 30, 2015 | 5,955 |
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Included above, the following payment-in-kind interest from NPRC was capitalized and recognized by Prospect as interest income:
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Three Months Ended September 30, 2014 | $ | 1,183 |
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Three Months Ended September 30, 2015 | 703 |
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The following interest income recognized had not yet been paid by NPRC to Prospect and was included by Prospect within interest receivable:
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June 30, 2015 | $ | 116 |
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September 30, 2015 | 105 |
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The following interest payments were accrued and paid by ACLLH to Prospect and recognized by Prospect as interest income:
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Three Months Ended September 30, 2014 | $ | — |
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Three Months Ended September 30, 2015 | 8,155 |
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The following interest income recognized had not yet been paid by ACLLH to Prospect and was included by Prospect within interest receivable:
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June 30, 2015 | $ | 23 |
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September 30, 2015 | 62 |
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The following royalty payments were paid from NPRC to Prospect and recognized by Prospect as other income:
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Three Months Ended September 30, 2014 | $ | 293 |
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Three Months Ended September 30, 2015 | 768 |
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The following structuring fees were paid from ACLLH to Prospect and recognized by Prospect as other income:
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Three Months Ended September 30, 2014 | $ | — |
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Three Months Ended September 30, 2015 | 469 |
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The following managerial assistance payments were paid from NPRC to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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Three Months Ended September 30, 2014 | $ | 128 |
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Three Months Ended September 30, 2015 | 128 |
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The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
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June 30, 2015 | $ | 128 |
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September 30, 2015 | 128 |
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The following payments were paid from NPRC to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to NPRC (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
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Three Months Ended September 30, 2014 | $ | 60 |
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Three Months Ended September 30, 2015 | 433 |
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The following amounts were due from NPRC to Prospect for reimbursement of expenses paid by Prospect on behalf of NPRC and included by Prospect within other receivables:
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June 30, 2015 | $ | 108 |
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September 30, 2015 | 102 |
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Nationwide Acceptance LLC
Prospect owns 100% of the membership interests of Nationwide Acceptance Holdings LLC (“Nationwide Holdings”), a Consolidated Holding Company. Nationwide Holdings owns 93.79% of the equity of Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC) (“Nationwide”), with members of Nationwide management owning the remaining 6.21% of the equity.
On January 31, 2013, Prospect initially made a $25,151 investment in Nationwide Holdings, of which $21,308 was a Senior Secured Revolving Credit Facility and $3,843 was in the form of membership interests in Nationwide Holdings. $21,885 of the proceeds were utilized to purchase 93.79% of the membership interests in Nationwide. Proceeds were also used to pay $753 of structuring fees from Nationwide Holdings to Prospect (which was recognized by Prospect as structuring fee income), $350 of third party expenses and $163 of legal services provided by attorneys at Prospect Administration. The remaining $2,000 was retained by Nationwide Holdings as working capital.
In December 2013, Prospect received $1,500 of structuring fees from Nationwide Holdings related to the amendment of the loan agreement. On March 28, 2014, Prospect funded an additional $4,000 to Nationwide Holdings ($3,400 through the Senior Secured Revolving Credit Facility and $600 to purchase additional membership interests in Nationwide Holdings). The additional funding along with cash on hand was utilized by Nationwide Holdings to fund a $5,000 dividend to Prospect.
On June 18, 2014, Prospect made a new $14,820 second lien term loan to Nationwide. Nationwide distributed this amount to Nationwide Holdings as a return of capital. Nationwide Holdings used the distribution to pay down the Senior Secured Revolving Credit Facility. The remaining $9,888 of the Senior Secured Revolving Credit Facility was then converted to additional membership interests in Nationwide Holdings.
On July 1, 2014, Prospect began consolidating Nationwide Holdings. As a result, any transactions between Nationwide Holdings and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On June 1, 2015, Nationwide completed a corporate reorganization. As part of the reorganization, Nationwide Acceptance LLC was renamed Nationwide Loan Company LLC (continues as “Nationwide”) and formed two new wholly-owned subsidiaries: Pelican Loan Company LLC (“Pelican”) and Nationwide Consumer Loans LLC. Nationwide assigned 100% of the equity interests in its other subsidiaries to Pelican which, in turn, assigned these interests to Nationwide Acceptance LLC (“New Nationwide”), the new operating company wholly-owned by Pelican. New Nationwide also assumed the existing senior subordinated term loan due to Prospect.
During the year ended June 30, 2015, Prospect made additional equity investments totaling $2,814 in Nationwide. Nationwide management invested an additional $186 of equity in Nationwide, and Prospect’s ownership in Nationwide did not change.
The following dividends were declared and paid from Nationwide to Nationwide Holdings and recognized as dividend income by Nationwide Holdings:
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Three Months Ended September 30, 2014 | $ | 671 |
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Three Months Ended September 30, 2015 | 356 |
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All dividends were paid from earnings and profits of Nationwide.
The following interest payments were accrued and paid from Nationwide to Prospect and recognized by Prospect as interest income:
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Three Months Ended September 30, 2014 | $ | 758 |
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Three Months Ended September 30, 2015 | 758 |
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The following interest income recognized had not yet been paid by Nationwide to Prospect and was included by Prospect within interest receivable:
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June 30, 2015 | $ | 8 |
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September 30, 2015 | 8 |
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The following managerial assistance payments were paid from Nationwide to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
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Three Months Ended September 30, 2014 | $ | 100 |
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Three Months Ended September 30, 2015 | 100 |
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The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
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| | | |
June 30, 2015 | $ | 100 |
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September 30, 2015 | 100 |
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The following amounts were due to Nationwide from Prospect for reimbursement of expenses paid by Nationwide on behalf of Prospect and were included by Prospect within other liabilities:
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| | | |
June 30, 2015 | $ | 12 |
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September 30, 2015 | 8 |
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NMMB, Inc.
Prospect owns 100% of the equity of NMMB Holdings, Inc. (“NMMB Holdings”), a Consolidated Holding Company. NMMB Holdings owns 96.33% of the fully-diluted equity of NMMB, Inc. (f/k/a NMMB Acquisition, Inc.) (“NMMB”), with NMMB management owning the remaining 3.67% of the equity. NMMB owns 100% of Refuel Agency, Inc. (“Refuel Agency”). Refuel Agency owns 100% of Armed Forces Communications, Inc. (“Armed Forces”). NMMB is an advertising media buying business.
On May 6, 2011, Prospect initially made a $34,450 investment (of which $31,750 was funded at closing) in NMMB Holdings and NMMB, of which $24,250 was a senior secured term loan to NMMB, $3,000 was a senior secured revolver to NMMB (of which $300 was funded at closing), $2,800 was a senior subordinated term loan to NMMB Holdings and $4,400 to purchase 100% of the Series A Preferred Stock of NMMB Holdings. The proceeds received by NMMB were used to purchase 100% of the equity of Refuel Agency and assets related to the business for $30,069, pay $1,035 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), pay $396 for third party expenses and $250 was retained by NMMB for working capital. On May 31, 2011, NMMB repaid the $300 senior secured revolver.
During the year ended June 30, 2012, NMMB repaid $2,550 of the senior secured term loan. During the year ended June 30, 2013, NMMB repaid $5,700 of the senior secured term loan due.
On December 13, 2013, Prospect invested $8,086 for preferred equity to recapitalize NMMB Holdings. The proceeds were used by NMMB Holdings to repay in full the $2,800 outstanding under the subordinated term loan and the remaining $5,286 of proceeds from Prospect were used by NMMB Holdings to purchase preferred equity in NMMB. NMMB used the proceeds from the preferred equity issuance to pay down the senior term loan.
On June 12, 2014, Prospect made a new $7,000 senior secured term loan to Armed Forces. Armed Forces distributed this amount to Refuel Agency as a return of capital. Refuel Agency distributed this amount to NMMB as a return of capital, which was used to pay down $7,000 of NMMB’s $10,714 senior secured term loan to Prospect.
On July 1, 2014, Prospect began consolidating NMMB Holdings. As a result, any transactions between NMMB Holdings and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On October 1, 2014, Prospect made an additional $383 equity investment in NMMB Series B Preferred Stock, increasing Prospect’s ownership to 93.13%. During the year ended June 30, 2015, NMMB repurchased 460 shares of its common stock from a former NMMB executive, decreasing the number of shares outstanding and increasing Prospect’s ownership to 96.33%.
The following interest payments were accrued and paid from NMMB to Prospect and recognized by Prospect as interest income:
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| | | |
Three Months Ended September 30, 2014 | $ | 153 |
|
Three Months Ended September 30, 2015 | 133 |
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The following interest income recognized had not yet been paid by NMMB to Prospect and was included by Prospect within interest receivable:
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| | | |
June 30, 2015 | $ | 133 |
|
September 30, 2015 | 1 |
|
The following interest payments were accrued and paid from Armed Forces to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 253 |
|
Three Months Ended September 30, 2015 | 250 |
|
The following interest income recognized had not yet been paid by Armed Forces to Prospect and was included by Prospect within interest receivable:
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| | | |
June 30, 2015 | $ | 250 |
|
September 30, 2015 | 3 |
|
The following managerial assistance recognized had not yet been paid by NMMB to Prospect and was included by Prospect within other receivables and due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 700 |
|
September 30, 2015 | 800 |
|
The following amounts were due from NMMB to Prospect for reimbursement of expenses paid by Prospect on behalf of NMMB and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | 2 |
|
September 30, 2015 | 2 |
|
R-V Industries, Inc.
As of July 1, 2011 and continuing through September 30, 2015, Prospect owns 88.27% of the fully-diluted equity of R-V Industries, Inc. (“R-V”), with R-V management owning the remaining 11.73% of the equity. As of June 30, 2011, Prospect’s equity investment cost basis was $1,682 and $5,087 for warrants and common stock, respectively.
On November 30, 2012, Prospect made a $9,500 second lien term loan to R-V and R-V received an additional $4,000 of senior secured financing from a third-party lender. The combined $13,500 of proceeds was partially utilized by R-V to pay a dividend to its common stockholders in an aggregate amount equal to $13,288 (including $11,073 to Prospect recognized by Prospect as a dividend). The remaining proceeds were used by R-V to pay $142 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $47 for third party expenses and $23 for legal services provided by attorneys at Prospect Administration.
On June 12, 2013, Prospect provided an additional $23,250 to the second lien term loan to R-V. The proceeds were partially utilized by R-V to pay a dividend to the common stockholders in an aggregate amount equal to $15,000 (including $13,240 dividend to Prospect). The remaining proceeds were used to pay off $7,835 of outstanding debt due from R-V to a third-party, $11 for legal services provided by attorneys at Prospect Administration and $404 was retained by R-V for working capital.
In addition to the repayments noted above, the following amounts were paid from R-V to Prospect and recorded by Prospect as repayment of loan receivable:
|
| | | |
Three Months Ended September 30, 2014 | $ | 1,175 |
|
Three Months Ended September 30, 2015 | — |
|
The following dividends were declared and paid from R-V to Prospect and recognized as dividend income by Prospect:
|
| | | |
Three Months Ended September 30, 2014 | $ | 75 |
|
Three Months Ended September 30, 2015 | 75 |
|
All dividends were paid from earnings and profits of R-V.
The following interest payments were accrued and paid from R-V to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 760 |
|
Three Months Ended September 30, 2015 | 731 |
|
The following managerial assistance payments were paid from R-V to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 45 |
|
Three Months Ended September 30, 2015 | 45 |
|
The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 45 |
|
September 30, 2015 | 45 |
|
The following amounts were due to R-V from Prospect for reimbursement of expenses paid by R-V on behalf of Prospect and were included by Prospect within other liabilities:
|
| | | |
June 30, 2015 | $ | 2 |
|
September 30, 2015 | 2 |
|
United Property REIT Corp.
Prospect owns 100% of the equity of UPH Property Holdings, LLC (“UPH”), a Consolidated Holding Company. UPH owns 100% of the common equity of United Property REIT Corp. (f/k/a United Property Holdings Corp.) (“UPRC”). UPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. In order to qualify as a REIT, UPRC issued 125 shares of Series A Cumulative Non-Voting Preferred Stock to 125 accredited investors. The preferred stockholders are entitled to receive cumulative dividends semi-annually at an annual rate of 12.5% and do not have the ability to participate in the management or operation of UPRC.
UPRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. UPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. UPRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity (the “JV”).
On December 31, 2013, APRC distributed its majority interests in five JVs holding real estate assets to APH. APH then distributed these JV interests to Prospect in a transaction characterized as a return of capital. Prospect, on the same day, contributed certain of these JV interests to NPH and the remainder to UPH (each wholly-owned subsidiaries of Prospect). Each of NPH and UPH immediately thereafter contributed these JV interests to NPRC and UPRC, respectively. The total investments in the JVs transferred to UPH and from UPH to UPRC consisted of $18,855 and $3,707 of debt and equity financing, respectively. There was no material gain or loss realized on these transactions.
Effective April 1, 2014, Prospect made a new $19,027 senior term loan to UPRC. UPRC then distributed this amount to UPH as a return of capital which was used to pay down the Senior Term Loan from UPH by the same amount.
On June 4, 2014, Prospect made a $1,405 investment in UPH to purchase additional membership interests of UPH, which was revised to $1,420 on July 1, 2014. The proceeds were utilized by UPH to purchase additional UPRC common equity for $1,420. The proceeds were utilized by UPRC to acquire the real property located at 1201 West College, Marshall, MO (“Taco Bell, MO”) for $1,405 and pay $15 of third party expenses.
On July 1, 2014, Prospect began consolidating UPH. As a result, any transactions between UPH and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
On August 19, 2014 and August 27, 2014, Prospect made a combined $11,046 investment in UPRC, of which $9,389 was a Senior Term Loan directly to UPRC and $1,657 was used to purchase additional common equity of UPRC through UPH. On October 1, 2015, UPRC distributed $376 to Prospect as a return of capital. The net proceeds were utilized by UPRC to purchase an 85.0% ownership interest in Michigan Storage, LLC for $10,579, with $42 retained by UPRC for working capital and $49 restricted for future property acquisitions. The JV was purchased for $38,275 which included debt financing and minority interest of $28,705 and $1,867, respectively. The remaining proceeds were used to pay $210 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $2,589 of third party expenses, and $77 for legal services provided by attorneys at Prospect Administration. The investment was subsequently contributed to NPRC.
On September 29, 2014, Prospect made a $22,618 investment in UPRC, of which $19,225 was a Senior Term Loan and $3,393 was used to purchase additional common equity of UPRC through UPH. The proceeds were utilized by UPRC to purchase a 92.5% ownership interest in Canterbury Green Apartments Holdings, LLC for $22,036, with $582 retained by UPRC for working capital. The JV was purchased for $85,500 which included debt financing and minority interest of $65,825 and $1,787, respectively. The remaining proceeds were used to pay $432 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $2,135 of third party expenses, $82 for legal services provided by attorneys at Prospect Administration, and $1,249 of prepaid assets, with $250 retained by the JV for working capital.
On September 30, 2014 and October 29, 2014, Prospect made a combined $22,688 investment in UPRC, of which $19,290 was a Senior Term Loan and $3,398 was used to purchase additional common equity of UPRC through UPH. The proceeds were utilized by UPRC to purchase a 66.2% ownership interest in Columbus OH Apartment Holdco, LLC for $21,992 and to pay $241 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), with $455 retained by UPRC for working capital. The JV was purchased for $114,377 which included debt financing and minority interest of $97,902 and $11,250, respectively. The remaining proceeds were used to pay $440 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income), $7,711 of third party expenses, $180 for legal services provided by attorneys at Prospect Administration, $6,778 in pre-funded capital expenditures, and $1,658 of prepaid assets.
On October 23, 2014, UPRC transferred its investment in Michigan Storage, LLC to NPRC. As a result, Prospect’s investments in UPRC related to these properties also transferred to NPRC. The investments transferred consisted of $1,281 of equity and $9,444 of debt. There was no gain or loss realized on the transaction.
On November 12, 2014, Prospect made a $669 investment in UPRC, of which $569 was a Senior Term Loan and $100 was used to purchase additional common equity of UPRC through UPH. The proceeds were utilized by UPRC to purchase additional ownership interest in South Atlanta Portfolio Holding Company, LLC for $667, with $2 retained by UPRC for working capital. The minority interest holder also invested an additional $53 in the JV. The proceeds were used by the JV to fund $707 of capital expenditures and pay $13 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income).
On April 27, 2015, Prospect made a $733 investment in UPRC, of which $623 was a Senior Term Loan and $110 was used to purchase additional common equity of UPRC through UPH. The proceeds were utilized by UPRC to purchase additional ownership interest in South Atlanta Portfolio Holding Company, LLC for $731 and pay $2 of legal services provided by attorneys at Prospect Administration. The minority interest holder also invested an additional $59 in the JV. The proceeds were used by the JV to fund $775 of capital expenditures and pay $15 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income).
On May 19, 2015, Prospect made a $4,730 investment in UPRC, of which $3,926 was a Senior Term Loan and $804 was used to purchase additional common equity of UPRC through UPH. The proceeds were utilized by UPRC to purchase additional ownership interest in Columbus OH Apartment Holdco, LLC for $4,658, with $72 retained by UPRC for working capital. The proceeds were used by the JV to fund $4,565 of capital expenditures and pay $93 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income).
On July 9, 2015, Prospect made a $2,044 investment in UPRC, of which $1,738 was a Senior Term Loan and $306 was used to purchase additional common equity of UPRC through UPH. The proceeds were utilized by UPRC to purchase additional ownership interest in Canterbury Green Apartment Holdings, LLC for $2042, and pay $2 of legal services provided by attorneys at Prospect Administration. The proceeds were used by the JV to fund $2,167 of capital expenditures and pay $40 of structuring fees to Prospect (which was recognized by Prospect as structuring fee income).
The following interest payments were accrued and paid by UPRC to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 693 |
|
Three Months Ended September 30, 2015 | 1,891 |
|
Included above, the following payment-in-kind interest from UPRC was capitalized and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 162 |
|
Three Months Ended September 30, 2015 | — |
|
The following interest income recognized had not yet been paid by UPRC to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 20 |
|
September 30, 2015 | 21 |
|
The following royalty payments were paid from UPRC to Prospect and recognized by Prospect as other income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 74 |
|
Three Months Ended September 30, 2015 | 282 |
|
The following managerial assistance payments were paid from UPRC to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 50 |
|
Three Months Ended September 30, 2015 | 50 |
|
The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 50 |
|
September 30, 2015 | 50 |
|
The following payments were paid from UPRC to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to UPRC (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
|
| | | |
Three Months Ended September 30, 2014 | $ | 59 |
|
Three Months Ended September 30, 2015 | 125 |
|
The following amounts were due from UPRC to Prospect for reimbursement of expenses paid by Prospect on behalf of UPRC and were included by Prospect within other receivables:
|
| | | |
June 30, 2015 | $ | 15 |
|
September 30, 2015 | 12 |
|
Valley Electric Company, Inc.
Prospect owns 100% of the common stock of Valley Electric Holdings I, Inc. (“Valley Holdings I”), a Consolidated Holding Company. Valley Holdings I owns 100% of Valley Electric Holdings II, Inc. (“Valley Holdings II”), a Consolidated Holding Company. Valley Holdings II owns 94.99% of Valley Electric Company, Inc. (“Valley Electric”), with Valley Electric management owning the remaining 5.01% of the equity. Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. (“Valley”), a leading provider of specialty electrical services in the state of Washington and among the top 50 electrical contractors in the United States.
On December 31, 2012, Prospect initially invested $52,098 (including 4,141,547 common shares of Prospect at a fair value of $44,650) in exchange for $32,572 was in the form of a senior secured note to Valley Holdings I, a $10,000 senior secured note to Valley (discussed below) and $9,526 to purchase the common stock of Valley Holdings I. The proceeds were partially utilized by Valley Holdings I to purchase 100% of Valley Holdings II common stock for $40,528. The remaining proceeds at Valley Holdings I were used to pay $977 of structuring fees from Valley Holdings I to Prospect (which were recognized by Prospect as structuring fee income), $345 for legal services provided by attorneys at Prospect Administration and $248 was retained by Valley Holdings I for working capital. The $40,528 of proceeds received by Valley Holdings II were subsequently used to purchase 96.3% of Valley’s common stock. Valley management provided a $1,500 co-investment in Valley.
On December 31, 2012, Prospect invested $10,000 (as mentioned above) into Valley in the form of senior secured debt. Total proceeds of $52,028 received by Valley (including $42,028 equity investment mentioned above) were used to purchase the equity of Valley from third-party sellers for $45,650, pay $4,628 of third-party transaction expenses (including bonuses to Valley’s management of $2,320), pay $250 from Valley to Prospect (which were recognized by Prospect as structuring fee income) and $1,500 was retained by Valley for working capital.
On June 24, 2014, Valley Holdings II and management of Valley formed Valley Electric and contributed their shares of Valley stock to Valley Electric. Valley management made an additional equity investment in Valley Electric, reducing our ownership to 94.99%. Prospect made a new $20,471 senior secured loan to Valley Electric. Valley Electric then distributed this amount to Valley Holdings I, via Valley Holdings II, as a return of capital which was used to pay down the senior secured note of Valley Holdings I by the same amount. The remaining principal amount of the senior secured note, $16,754, was then contributed to the capital of Valley Holdings I.
On July 1, 2014, Prospect began consolidating Valley Holdings I and Valley Holdings II. As a result, any transactions between Valley Holdings I, Valley Holdings II and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
The following interest payments were accrued and paid from Valley Electric to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 948 |
|
Three Months Ended September 30, 2015 | 1,031 |
|
Included above, the following payment-in-kind interest from Valley Electric was capitalized and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 436 |
|
Three Months Ended September 30, 2015 | 474 |
|
The following interest income recognized had not yet been paid by Valley Electric to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 11 |
|
September 30, 2015 | 12 |
|
The following interest payments were accrued and paid from Valley to Prospect and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 272 |
|
Three Months Ended September 30, 2015 | 278 |
|
Included above, the following payment-in-kind interest from Valley was capitalized and recognized by Prospect as interest income:
|
| | | |
Three Months Ended September 30, 2014 | $ | 65 |
|
Three Months Ended September 30, 2015 | 66 |
|
The following interest income recognized had not yet been paid by Valley to Prospect and was included by Prospect within interest receivable:
|
| | | |
June 30, 2015 | $ | 3 |
|
September 30, 2015 | 3 |
|
The following managerial assistance payments were paid from Valley to Prospect and subsequently remitted to Prospect Administration (no income was recognized by Prospect):
|
| | | |
Three Months Ended September 30, 2014 | $ | 75 |
|
Three Months Ended September 30, 2015 | 75 |
|
The following managerial assistance payments received by Prospect had not yet been remitted to Prospect Administration and were included by Prospect within due to Prospect Administration:
|
| | | |
June 30, 2015 | $ | 75 |
|
September 30, 2015 | 75 |
|
The following payments were paid from Valley Electric to Prospect Administration as reimbursement for legal, tax and portfolio level accounting services provided directly to Valley Electric (no direct income was recognized by Prospect, but Prospect was given credit for these payments as a reduction of the administrative services costs payable by Prospect to Prospect Administration):
|
| | | |
Three Months Ended September 30, 2014 | $ | — |
|
Three Months Ended September 30, 2015 | 9 |
|
Vets Securing America, Inc.
As of June 30, 2014, Prospect owned 100% of the equity of Vets Securing America, Inc. (“VSA”) and 100% of the equity of The Healing Staff, Inc. (“THS”), a former wholly-owned subsidiary of ESA Environmental Specialists, Inc. (“ESA”). During the year ended June 30, 2015, THS ceased operations and the VSA management team supervised both the continued operations of VSA and the wind-down of activities at THS. VSA provides out-sourced security guards staffing.
As of July 1, 2011, the cost basis of Prospect’s investment in THS and VSA, including debt and equity, was $18,219. During the year ended June 30, 2012, Prospect made follow-on secured debt investments of $1,033 to support the ongoing operations of THS and VSA. In October 2011, Prospect sold a building previously acquired from ESA for $894. In January 2012, Prospect received $2,250 of litigation settlement proceeds related to ESA. The proceeds from both of these transactions were used to reduce the outstanding loan balances due from THS and VSA by $3,144. In June 2012, THS and VSA repaid $118 and $42, respectively, of loans previously outstanding.
In May 2012, in connection with the implementation of accounts receivable based funding programs for THS and VSA with a third party provider, Prospect agreed to subordinate its first priority security interest in all of the accounts receivable and other assets of THS and VSA to the third party provider of that accounts receivable based funding.
During the year ended June 30, 2013, Prospect determined that the impairment of THS and VSA was impaired and recorded a realized loss of $12,117, reducing the amortized cost to $3,831. During the year ended June 30, 2014, Prospect received $5,825 of legal cost reimbursement related to the ESA litigation settlement which had been expensed in prior years. The proceeds were recognized by Prospect as other income during the year ended June 30, 2014. During the year ended June 30, 2015, Prospect received $685 related to the ESA litigation settlement which was recognized as realized gain.
On May 20, 2015, Prospect made a new $100 secured promissory note to provide liquidity to VSA.
As of June 30, 2014, THS and VSA were joint borrowers on the secured promissory notes. On June 5, 2015, Prospect sold its equity investment in VSA and realized a net loss of $975 on the sale. In connection with the sale, VSA was released as a borrower on the secured promissory notes, leaving THS as the sole borrower. During the year ended June 30, 2015, THS ceased operations and Prospect recorded a realized loss of $2,956, reducing the amortized cost to zero.
Wolf Energy, LLC
Prospect owns 100% of the equity of Wolf Energy Holdings Inc. (“Wolf Energy Holdings”), a Consolidated Holding Company. Wolf Energy Holdings owns 100% of each of Appalachian Energy LLC (f/k/a Appalachian Energy Holdings, LLC) (“AEH”); Coalbed, LLC (“Coalbed”); and Wolf Energy, LLC (“Wolf Energy”). AEH owns 100% of C&S Operating, LLC.
Wolf Energy Holdings is a holding company formed to hold 100% of the outstanding membership interests of each of AEH and Coalbed. The membership interests and associated operating company debt of AEH and Coalbed, which were previously owned by Manx Energy, Inc. (“Manx”), were assigned to Wolf Energy Holdings effective June 30, 2012. The purpose of assignment was to remove those activities from Manx deemed non-core by the Manx convertible debt investors who were not interested in funding those operations. On June 30, 2012, AEH and Coalbed loans with a cost basis of $7,991 were assigned by Prospect to Wolf Energy Holdings from Manx.
In addition, effective June 29, 2012, C&J Cladding Holding Company, Inc. (“C&J Holdings”) merged with and into Wolf Energy Holdings, with Wolf Energy Holdings as the surviving entity. At the time of the merger, C&J Holdings held the remaining undistributed proceeds in cash from the sale of its membership interests in C&J Cladding, LLC (“C&J”) (discussed below). The merger was effectuated in connection with the broader simplification of Prospect’s energy investment holdings.
On June 1, 2012, Prospect sold the membership interests in C&J for $5,500. Proceeds from the sale were used to pay a $3,000 distribution to Prospect ($580 reduction in cost basis and $2,420 realized gain recognized by Prospect), an advisory fee of $1,500 from C&J to Prospect (which was recognized by Prospect as other income) and $978 was retained by C&J as working capital to pay $22 of legal services provided by attorneys at Prospect Administration and third-party expenses.
On February 27, 2013, Prospect made a $50 senior secured debt investment senior secured to East Cumberland, L.L.C., a former wholly-owned subsidiary of AEH with AEH as guarantor. Proceeds were used to pay off vendors.
On April 15, 2013, Prospect foreclosed on the assets of H&M Oil & Gas, LLC (“H&M”). At the time of foreclosure, H&M was in default on loans receivables due to Prospect with a cost basis of $64,449. The assets previously held by H&M were assigned by Prospect to Wolf Energy in exchange for a $66,000 term loan secured by the assets. The cost basis in this loan of $44,632 was determined in accordance with ASC 310-40, Troubled Debt Restructurings by Creditors, and was equal to the fair value of assets at the time of transfer resulting in a capital loss of $19,647 in connection with the foreclosure on the assets. On May 17, 2013, Wolf Energy sold the assets located in Martin County, which were previously held by H&M, for $66,000. Proceeds from the sale were primarily used to repay the loan, accrued interest and net profits interest receivable due to us resulting in a realized capital gain of $11,826 offsetting the previously recognized loss. Prospect received $3,960 of structuring and advisory fees from Wolf Energy during the year ended June 30, 2013 related to the sale and $991 under the net profits interest agreement which was recognized as other income during the fiscal year ended June 30, 2013.
On July 1, 2014, Prospect began consolidating Wolf Energy Holdings. As a result, any transactions between Wolf Energy Holdings and Prospect are eliminated in consolidation and as such, transactions after July 1, 2014 are not presented below.
During the three months ended September 30, 2014, Prospect determined that our investment in AEH was impaired and recorded a realized loss of $2,050, reducing the amortized cost to zero. On November 21, 2014, Coalbed merged with and into Wolf Energy, with Wolf Energy as the surviving entity. During the three months ended December 31, 2014, Prospect determined that the impairment of the Coalbed debt assumed by Wolf Energy was impaired and recorded a realized loss of $5,991, reducing the amortized cost to zero.
During the year ended June 30, 2015, Wolf Energy Holdings received a tax refund of $173 related to its investment in C&J and Prospect realized a gain of the same amount.
Note 15. Litigation
From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of these matters as they arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any material litigation as of September 30, 2015.
Note 16. Financial Highlights
The following is a schedule of financial highlights for the three months ended September 30, 2015 and September 30, 2014:
|
| | | | | | | |
| Three Months Ended |
| 2015 | | 2014 |
Per Share Data | | | |
Net asset value at beginning of period | $ | 10.31 |
| | $ | 10.56 |
|
Net investment income(1) | 0.26 |
| | 0.28 |
|
Net realized losses (gains) on investments(1) | (0.01 | ) | | (0.07 | ) |
Net realized losses on extinguishment of debt(1) | 0.00 |
| | — |
|
Net change in unrealized appreciation (depreciation) on investments(1) | (0.17 | ) | | 0.03 |
|
Dividends to shareholders | (0.25 | ) | | (0.33 | ) |
Common stock transactions(2) | 0.03 |
| | — |
|
Net asset value at end of period | $ | 10.17 |
| | $ | 10.47 |
|
| | | |
Per share market value at end of period | $ | 7.13 |
| | $ | 9.90 |
|
Total return based on market value(3) | 0.00 | % | | (3.94 | %) |
Total return based on net asset value(3) | 1.96 | % | | 2.24 | % |
Shares of common stock outstanding at end of period | 355,222,482 |
| | 348,504,375 |
|
Weighted average shares of common stock outstanding | 356,962,242 |
| | 343,359,061 |
|
| | | |
Ratios/Supplemental Data | | | |
|
Net assets at end of period | $ | 3,614,021 |
| | $ | 3,647,759 |
|
Portfolio turnover rate | 6.71 | % | | 13.80 | % |
Annualized ratio of operating expenses to average net assets | 11.92 | % | | 11.84 | % |
Annualized ratio of net investment income to average net assets | 9.98 | % | | 10.40 | % |
The following is a schedule of financial highlights for each of the five years ended in the period ended June 30, 2015:
|
| | | | | | | | | | | | | | | | | | | |
| Year Ended June 30, |
| 2015 | | 2014 | | 2013 | | 2012 | | 2011 |
Per Share Data | | | | | | | | | |
Net asset value at beginning of year | $ | 10.56 |
| | $ | 10.72 |
| | $ | 10.83 |
| | $ | 10.36 |
| | $ | 10.30 |
|
Net investment income(1) | 1.03 |
| | 1.19 |
| | 1.57 |
| | 1.63 |
| | 1.10 |
|
Net realized losses (gains) on investments(1) | (0.51 | ) | | (0.01 | ) | | (0.13 | ) | | 0.32 |
| | 0.19 |
|
Net change in unrealized appreciation (depreciation) on investments(1) | 0.47 |
| | (0.12 | ) | | (0.37 | ) | | (0.28 | ) | | 0.09 |
|
Net realized losses on extinguishment of debt(1) | (0.01 | ) | | — |
| | — |
| | — |
| | — |
|
Dividends to shareholders | (1.19 | ) | | (1.32 | ) | | (1.28 | ) | | (1.22 | ) | | (1.21 | ) |
Common stock transactions(2) | (0.04 | ) | | 0.10 |
| | 0.10 |
| | 0.02 |
| | (0.11 | ) |
Net asset value at end of year | $ | 10.31 |
| | $ | 10.56 |
| | $ | 10.72 |
| | $ | 10.83 |
| | $ | 10.36 |
|
| | | | | | | | | |
Per share market value at end of year | $ | 7.37 |
| | $ | 10.63 |
| | $ | 10.80 |
| | $ | 11.39 |
| | $ | 10.11 |
|
Total return based on market value(3) | (20.84 | %) | | 10.88 | % | | 6.24 | % | | 27.21 | % | | 17.22 | % |
Total return based on net asset value(3) | 11.47 | % | | 10.97 | % | | 10.91 | % | | 18.03 | % | | 12.54 | % |
Shares of common stock outstanding at end of year | 359,090,759 |
| | 342,626,637 |
| | 247,836,965 |
| | 139,633,870 |
| | 107,606,690 |
|
Weighted average shares of common stock outstanding | 353,648,522 |
| | 300,283,941 |
| | 207,069,971 |
| | 114,394,554 |
| | 85,978,757 |
|
| | | | | | | | | |
Ratios/Supplemental Data | | | |
| | |
| | |
| | |
|
Net assets at end of year | $ | 3,703,049 |
| | $ | 3,618,182 |
| | $ | 2,656,494 |
| | $ | 1,511,974 |
| | $ | 1,114,357 |
|
Portfolio turnover rate | 25.32 | % | | 15.21 | % | | 29.24 | % | | 29.06 | % | | 27.63 | % |
Annualized ratio of operating expenses to average net assets | 11.70 | % | | 11.11 | % | | 11.50 | % | | 10.73 | % | | 8.47 | % |
Annualized ratio of net investment income to average net assets | 9.91 | % | | 11.18 | % | | 14.86 | % | | 14.92 | % | | 10.60 | % |
| |
(1) | Per share data amount is based on the weighted average number of common shares outstanding for the period presented (except for dividends to shareholders which is based on actual rate per share). |
| |
(2) | Common stock transactions include the effect of our issuance of common stock in public offerings (net of underwriting and offering costs), shares issued in connection with our dividend reinvestment plan, shares issued to acquire investments and repurchases of common stock below net asset value pursuant to our Repurchase Program. |
| |
(3) | Total return based on market value is based on the change in market price per share between the opening and ending market prices per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in each period and assumes that dividends are reinvested in accordance with our dividend reinvestment plan. For periods less than a year, the return is not annualized. |
Note 17. Selected Quarterly Financial Data (Unaudited)
The following table sets forth selected financial data for each quarter within the three years ending June 30, 2016.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Investment Income | | Net Investment Income | | Net Realized and Unrealized Gains (Losses) | | Net Increase in Net Assets from Operations |
Quarter Ended | | Total | | Per Share(1) | | Total | | Per Share(1) | | Total | | Per Share(1) | | Total | | Per Share(1) |
September 30, 2013 | | 161,034 |
| | 0.62 |
| | 82,337 |
| | 0.32 |
| | (2,437 | ) | | (0.01 | ) | | 79,900 |
| | 0.31 |
|
December 31, 2013 | | 178,090 |
| | 0.62 |
| | 92,215 |
| | 0.32 |
| | (6,853 | ) | | (0.02 | ) | | 85,362 |
| | 0.30 |
|
March 31, 2014 | | 190,327 |
| | 0.60 |
| | 98,523 |
| | 0.31 |
| | (16,422 | ) | | (0.05 | ) | | 82,101 |
| | 0.26 |
|
June 30, 2014 | | 182,840 |
| | 0.54 |
| | 84,148 |
| | 0.25 |
| | (12,491 | ) | | (0.04 | ) | | 71,657 |
| | 0.21 |
|
| | | | | | | | | | | | | | | | |
September 30, 2014 | | 202,021 |
| | 0.59 |
| | 94,463 |
| | 0.28 |
| | (10,355 | ) | | (0.04 | ) | | 84,108 |
| | 0.24 |
|
December 31, 2014 | | 198,883 |
| | 0.56 |
| | 91,325 |
| | 0.26 |
| | (5,355 | ) | | (0.02 | ) | | 85,970 |
| | 0.24 |
|
March 31, 2015 | | 191,350 |
| | 0.53 |
| | 87,441 |
| | 0.24 |
| | (5,949 | ) | | (0.01 | ) | | 81,492 |
| | 0.23 |
|
June 30, 2015 | | 198,830 |
| | 0.55 |
| | 89,518 |
| | 0.25 |
| | 5,251 |
| | 0.01 |
| | 94,769 |
| | 0.26 |
|
| | | | | | | | | | | | | | | | |
September 30, 2015 | | 200,251 |
| | 0.56 |
| | 91,242 |
| | 0.26 |
| | (63,425 | ) | | (0.18 | ) | | 27,817 |
| | 0.08 |
|
| |
(1) | Per share amounts are calculated using the weighted average number of common shares outstanding for the period presented. As such, the sum of the quarterly per share amounts above will not necessarily equal the per share amounts for the fiscal year. |
Note 18. Subsequent Events
On October 2, 2015, we provided $17,500 of first lien senior secured debt to Easy Gardener Products, Inc., a designer, marketer, and manufacturer of branded lawn and garden products.
On October 9, 2015, BAART Programs, Inc. repaid the $42,866 loans receivable to us.
On October 16, 2015, we made a $37,000 second lien secured debt investment in Universal Fiber Systems, LLC, a manufacturer of custom and specialty fiber products used in high performance applications.
During the period from October 1, 2015 through November 4, 2015, we made four follow-on investments in NPRC totaling $31,400 to support our online consumer lending initiative. We invested $4,710 of equity through NPH and $26,690 of debt directly to ACL Loan Holdings, Inc., a wholly-owned subsidiary of NPRC. Additionally, during the period from October 1, 2015 through November 4, 2015, we received partial repayments of $40,460 of our loans previously outstanding and $7,140 as a return of capital on our equity investment in NPRC.
During the period from October 1, 2015 through November 4, 2015, our wholly-owned subsidiary PSBL purchased $3,131 of small business whole loans from OnDeck.
During the period from October 1, 2015 through November 4, 2015, we issued $11,730 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $11,559.
During the period from October 1, 2015 through October 21, 2015, we repurchased 200,000 shares of our common stock at an average price of $7.46 per share, including commissions. No additional repurchases were made after October 21, 2015.
On November 2, 2015, we provided $50,000 of first lien senior secured debt to Coverall North America, Inc., a leading franchiser of commercial cleaning businesses. As part of the transaction, we received repayment of the $49,600 loan outstanding.
On November 3, 2015, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, we can issue up to $5,000,000 of additional debt and equity securities in the public market.
On November 4, 2015, we announced the declaration of monthly dividends in the following amounts and with the following dates:
| |
• | $0.08333 per share for November 2015 to holders of record on November 30, 2015 with a payment date of December 24, 2015; |
| |
• | $0.08333 per share for December 2015 to holders of record on December 31, 2015 with a payment date of January 21, 2016; and |
| |
• | $0.08333 per share for January 2016 to holders of record on January 29, 2016 with a payment date of February 18, 2016. |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(All figures in this item are in thousands except share, per share and other data.)
The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Annual Report. In addition to historical information, the following discussion and other parts of this Annual Report contain forward-looking information that involves risks and uncertainties. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in Part II, “Item 1A. Risk Factors” and “Forward-Looking Statements” appearing elsewhere herein.
Overview
Prospect Capital Corporation is a financial services company that primarily lends to and invests in middle market privately-held companies. We are a closed-end investment company incorporated in Maryland. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”). As a BDC, we have elected to be treated as a regulated investment company (“RIC”), under Subchapter M of the Internal Revenue Code of 1986 (the “Code”). We were organized on April 13, 2004 and were funded in an initial public offering completed on July 27, 2004.
On May 15, 2007, we formed a wholly-owned subsidiary Prospect Capital Funding LLC (“PCF”), a Delaware limited liability company and a bankruptcy remote special purpose entity, which holds certain of our portfolio loan investments that are used as collateral for the revolving credit facility at PCF. Our wholly-owned subsidiary Prospect Small Business Lending, LLC (“PSBL”) was formed on January 27, 2014 and purchases small business whole loans on a recurring basis from online small business loan originators, including On Deck Capital, Inc. (“OnDeck”) and Direct Capital Corporation (“Direct Capital”). On September 30, 2014, we formed a wholly-owned subsidiary Prospect Yield Corporation, LLC (“PYC”) and effective October 23, 2014, PYC holds our investments in collateralized loan obligations (“CLOs”). Each of these subsidiaries have been consolidated since operations commenced.
Effective July 1, 2014, we began consolidating certain of our wholly-owned and substantially wholly-owned holding companies formed by us in order to facilitate our investment strategy. The following companies have been included in our consolidated financial statements since July 1, 2014: AMU Holdings Inc.; APH Property Holdings, LLC; Arctic Oilfield Equipment USA, Inc.; CCPI Holdings Inc.; CP Holdings of Delaware LLC; Credit Central Holdings of Delaware, LLC; Energy Solutions Holdings Inc.; First Tower Holdings of Delaware LLC; Harbortouch Holdings of Delaware Inc.; MITY Holdings of Delaware Inc.; Nationwide Acceptance Holdings LLC; NMMB Holdings, Inc.; NPH Property Holdings, LLC; STI Holding, Inc.; UPH Property Holdings, LLC; Valley Electric Holdings I, Inc.; Valley Electric Holdings II, Inc.; and Wolf Energy Holdings Inc. On October 10, 2014, concurrent with the sale of the operating company, our ownership increased to 100% of the outstanding equity of ARRM Services, Inc. which was renamed SB Forging Company, Inc. (“SB Forging”). As such, we began consolidating SB Forging on October 11, 2014. We collectively refer to these entities as the “Consolidated Holding Companies.”
We are externally managed by our investment adviser, Prospect Capital Management L.P. (“Prospect Capital Management” or the “Investment Adviser”). Prospect Administration LLC (“Prospect Administration” or the “Administrator”) provides administrative services and facilities necessary for us to operate.
Our investment objective is to generate both current income and long-term capital appreciation through debt and equity investments. We invest primarily in senior and subordinated debt and equity of private companies in need of capital for acquisitions, divestitures, growth, development, recapitalizations and other purposes. We work with the management teams or financial sponsors to seek investments with historical cash flows, asset collateral or contracted pro-forma cash flows.
We currently have nine origination strategies in which we make investments: (1) lending in private equity sponsored transactions, (2) lending directly to companies not owned by private equity firms, (3) control investments in corporate operating companies, (4) control investments in financial companies, (5) investments in structured credit, (6) real estate investments, (7) investments in syndicated debt, (8) aircraft leasing and (9) online lending. We continue to evaluate other origination strategies in the ordinary course of business with no specific tops-down allocation to any single origination strategy.
Lending in Private Equity Sponsored Transactions – We make loans to companies which are controlled by leading private equity firms. This debt can take the form of first lien, second lien, unitranche or unsecured loans. In making these investments, we look for a diversified customer base, recurring demand for the product or service, barriers to entry, strong historical cash flow and experienced management teams. These loans typically have significant equity subordinate to our loan position. Historically, this strategy has comprised approximately 50%-60% of our business, but more recently it is less than 50% of our business.
Lending Directly to Companies – We provide debt financing to companies owned by non-private equity firms, the company founder, a management team or a family. Here, in addition to the strengths we look for in a sponsored transaction, we also look for the alignment with the management team with significant invested capital. This strategy often has less competition than the private equity sponsor strategy because such company financing needs are not easily addressed by banks and often require more diligence preparation. Direct lending can result in higher returns and lower leverage than sponsor transactions and may include warrants or equity to us. Historically, this strategy has comprised approximately 5%-15% of our business, but more recently it is less than 5% of our business.
Control Investments in Corporate Operating Companies – This strategy involves acquiring controlling stakes in non-financial operating companies. Our investments in these companies are generally structured as a combination of yield-producing debt and equity. We provide enhanced certainty of closure to our counterparties, give the seller personal liquidity and generally look for management to continue on in their current roles. This strategy has comprised approximately 10%-15% of our business.
Control Investments in Financial Companies – This strategy involves acquiring controlling stakes in financial companies, including consumer direct lending, sub-prime auto lending and other strategies. Our investments in these companies are generally structured as a combination of yield-producing debt and equity. These investments are often structured in a tax-efficient RIC-compliant partnership, enhancing returns. This strategy has comprised approximately 5%-15% of our business.
Investments in Structured Credit – We make investments in CLOs, generally taking a significant position in the subordinated interests (equity) of the CLOs. The CLOs include a diversified portfolio of broadly syndicated loans and do not have direct exposure to real estate, mortgages, debt or consumer based debt. The CLOs in which we invest are managed by top-tier collateral managers that have been thoroughly diligenced prior to investment. This strategy has comprised approximately 10%-20% of our business.
Real Estate Investments – We make investments in real estate through our three wholly-owned tax-efficient real estate investment trusts (“REITs”), American Property REIT Corp. (“APRC”), National Property REIT Corp. (“NPRC”) and United Property REIT Corp. (“UPRC” and collectively with APRC and NPRC, “our REITs”). Our real estate investments are in various classes of fully developed and occupied real estate properties that generate current yields. We seek to identify properties that have historically high occupancy and steady cash flow generation. Our REITs co-invest with established and experienced property managers that manage such properties after acquisition. This investment strategy has comprised approximately 5%-10% of our business.
Investments in Syndicated Debt – On an opportunistic basis, we make investments in loans and high yield bonds that have been sold to a syndicate of buyers. Here we look for investments with attractive risk-adjusted returns after we have completed a fundamental credit analysis. These investments are purchased with a long term, buy-and-hold outlook and we look to provide significant structuring input by providing anchoring orders. This strategy has comprised approximately 5%-10% of our business.
Aircraft Leasing – We invest debt as well as equity in aircraft assets subject to commercial leases to credit-worthy airlines across the globe. These investments present attractive return opportunities due to cash flow consistency from long-lived assets coupled with hard asset collateral. We seek to deliver risk-adjusted returns with strong downside protection by analyzing relative value characteristics across the spectrum of aircraft types of all vintages. Our target portfolio includes both in-production and out-of-production jet and turboprop aircraft and engines, operated by airlines across the globe. This strategy comprised approximately 1% of our business in the fiscal year ended June 30, 2015 and approximately 1% as of September 30, 2015.
Online Lending – We make investments in loans originated by certain consumer loan and small and medium sized business (“SME”) aggregators. We purchase each loan in its entirety (i.e., a “whole loan”). The borrowers are consumers and SMEs. The loans are typically serviced by the aggregators of the loans. This strategy comprised approximately 5% of our business in the fiscal year ended June 30, 2015 and approximately 5% as of September 30, 2015.
We invest primarily in first and second lien secured loans and unsecured debt, which in some cases includes an equity component. First and second lien secured loans generally are senior debt instruments that rank ahead of unsecured debt of a given portfolio company. These loans also have the benefit of security interests on the assets of the portfolio company, which may rank ahead of or be junior to other security interests. Our investments in CLOs are subordinated to senior loans and are generally unsecured. We invest in debt and equity positions of CLOs which are a form of securitization in which the cash flows of a portfolio of loans are pooled and passed on to different classes of owners in various tranches. Our CLO investments are derived from portfolios of corporate debt securities which are generally risk rated from BB to B.
We hold many of our control investments in a two-tier structure consisting of a holding company and one or more related operating companies for tax purposes. These holding companies serve various business purposes including concentration of management teams, optimization of third party borrowing costs, improvement of supplier, customer, and insurance terms, and enhancement of co-investments by the management teams. In these cases, our investment in the holding company, generally as equity, its equity investment in the operating company and along with any debt from us directly to the operating company structure represents our total exposure for the investment. As of September 30, 2015, as shown in our Consolidated Schedule of Investments, the cost basis and fair value of our investments in controlled companies was $1,973,325 and $2,012,700, respectively. This structure gives rise to several of the risks described in our public documents and highlighted elsewhere in this Quarterly Report. On July 1, 2014, we began consolidating all wholly-owned and substantially wholly-owned holding companies formed by us for the purpose of holding our controlled investments in operating companies. There were no significant effects of consolidating these holding companies as they hold minimal assets other than their investments in the controlled operating companies. Investment company accounting prohibits the consolidation of any operating companies.
We seek to be a long-term investor with our portfolio companies. The aggregate fair value of our portfolio investments was $6,430,900 and $6,609,558 as of September 30, 2015 and June 30, 2015, respectively. During the three months ended September 30, 2015, our net cost of investments decreased by $117,383, or 1.8%, as a result of the following: three new investments, several follow-on investments, and two revolver advances totaling $437,613 (including structuring fees of $3,556); payment-in-kind interest of $1,279; net amortization of discounts and premiums of $24,072; and full repayments on six investments, sale of one investments, and several partial prepayments and amortization payments totaling $528,789, net of realized losses totaling $2,135.
Compared to the end of last fiscal year (ended June 30, 2015), net assets decreased by $(89,028), or (2.4)%, during the three months ended September 30, 2015, from $3,703,049 to $3,614,021. This decrease results from $89,115 in dividend distributions to our stockholders and the repurchase of shares of our common stock in the amount of $31,530. These decreases, in turn, were offset by $27,817 from operations and dividend reinvestments of $3,682. The $27,817 from operations is net of the following: net investment income of $91,242, net realized losses on investments of $2,135, net change in unrealized depreciation on investments of $61,275, and net realized losses on extinguishment of debt of $15.
First Quarter Highlights
Investment Transactions
During the three months ended September 30, 2015, we acquired $229,334 of new investments, completed follow-on investments in existing portfolio companies totaling approximately $203,600, funded $3,400 of revolver advances, and recorded PIK interest of $1,279, resulting in gross investment originations of $437,613. During the three months ended September 30, 2015, we received full repayments on six investments and received several partial prepayments and amortization payments totaling $437,729, including realized losses totaling $2,135. The more significant of these transactions are discussed in “Portfolio Investment Activity.”
Debt Issuances and Redemptions
During the three months ended September 30, 2015, we issued $48,134 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $47,381. These notes were issued with stated interest rates ranging from 4.625% to 5.25% with a weighted average interest rate of 5.06%. These notes mature between July 15, 2020 and March 15, 2022. The following table summarizes the Prospect Capital InterNotes® issued during the three months ended September 30, 2015.
|
| | | | | | | | | | | |
Tenor at Origination (in years) | | Principal Amount | | Interest Rate Range | | Weighted Average Interest Rate | | Maturity Date Range |
5 | | $ | 17,784 |
| | 4.63%–4.75% | | 4.741 | % | | July 15, 2020 – September 15, 2020 |
6.5 | | 30,350 |
| | 5.10%–5.25% | | 5.24 | % | | January 15, 2022 – March 15, 2022 |
| | $ | 48,134 |
| | | | | | |
During the three months ended September 30, 2015, we repaid $628 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the three months ended September 30, 2015 was $15.
Share Repurchase Program
On August 24, 2011, our Board of Directors approved a share repurchase plan (the “Repurchase Program”) under which we may repurchase up to $100,000 of our common stock at prices below our net asset value per share. Prior to any repurchase, we are required to notify shareholders of our intention to purchase our common stock. Our last notice was delivered with our annual proxy mailing on September 10, 2015. This notice lasts for six months after notice is given. During the three months ended September 30, 2015, we repurchased 4,358,750 shares of our common stock pursuant to our Repurchase Program for $31,530, or approximately $7.23 weighted average price per share at an approximately 30% discount to net asset value. Our net asset value per share was increased by approximately $0.04 as a result of the share repurchases.
Equity Issuances
On July 23, 2015, August 20, 2015 and September 17, 2015, we issued 193,892, 152,896 and 143,685 shares of our common stock in connection with the dividend reinvestment plan, respectively.
“Spin-Offs” of Certain Business Strategies
We previously announced that we intend to unlock value by “spinning off” certain “pure play” business strategies to our shareholders. We desire through these transactions to (i) transform some of the business strategies we have successfully grown and developed inside Prospect into pure play public companies with the potential for increased earnings multiples, (ii) allow for continued revenue and earnings growth through more flexible non-BDC formats (which are expected to benefit from not having one or more of the (a) 30% basket, (b) leverage, and (c) control basket constraining BDCs, and (iii) free up our 30% basket and leverage capacity for new originations at Prospect. The business strategies we intend to enable our shareholders to participate in on a “pure play” basis have grown faster than our overall growth rate in the past few years, with outlets in less constricting structures required to continue this strong growth. We anticipate these non-BDC companies will have tax efficient structures.
We initially intend to focus our “spin-off” efforts on the launch of up to three separate companies owning portions of our (i) consumer online lending business, (ii) real estate business and (iii) structured credit business. We are seeking to divest these businesses in conjunction with rights offering capital raises in which existing Prospect shareholders could elect to participate in each offering or sell their rights. The goals of these “spin-offs” include leverage and earnings neutrality for Prospect. Our primary objective is to maximize the valuation of each offering (declining to proceed with any offering if we find any valuation not to be attractive).
The sizes and likelihood of these dispositions, some of which are expected to be partial rather than complete spin-offs, remain to be determined, but we currently expect the collective size of these three dispositions to be 10% or less of our asset base. We seek to complete the first of these “spin-offs” early in calendar year 2016 and the others subsequently in a sequential fashion. The consummation of any of the spin-offs depends upon, among other things: market conditions, regulatory and exchange listing approval, and sufficient investor demand, and there can be no guarantee that we will consummate any of these spin-offs.
On March 11, 2015, Prospect Yield Corporation, LLC (“Prospect Yield”), our wholly-owned subsidiary, filed a registration statement with the SEC in connection with our rights offering disposition of a portion of our structured credit business, and Prospect Yield filed an amendment on April 17, 2015. We are a selling stockholder under the registration statement. We seek but cannot guarantee consummation of this disposition, which is subject to regulatory review, during calendar year 2016.
On May 6, 2015, Prospect Finance Company, LLC (“Prospect Finance”), our indirect wholly-owned subsidiary, filed a confidential registration statement with the SEC in connection with our rights offering disposition of our online consumer lending business, and Prospect Finance filed confidential amendments on June 16, July 20 and August 12, 2015. We are a selling stockholder under the registration statement. We seek but cannot guarantee consummation of this disposition, which is subject to regulatory review, late in calendar year 2016.
On May 6, 2015, Prospect Realty Income Trust Corp. (“Prospect Realty”), our wholly-owned subsidiary, filed a confidential registration statement with the SEC in connection with our rights offering disposition of a portion of our real estate business, and Prospect Realty filed confidential amendments on June 30, July 27 and August 12, 2015. We are a selling stockholder under the
registration statement. We seek but cannot guarantee consummation of this disposition, which is subject to regulatory review, during calendar year 2016.
On May 19, 2015, Prospect, Prospect Capital Management, Prospect Yield, Prospect Finance and Prospect Realty filed an
application for an exemptive order authorizing a joint transaction that may otherwise be prohibited by Section 57(a)(4) of the
1940 Act in order to complete each of the rights offerings described above and, on October 2, 2015, an amended and restated
application for the exemptive order was filed in response to comments from the SEC. There is no guarantee that the
SEC will grant the relief requested in the exemptive order application.
We expect to continue as a BDC in the future to pursue our multi-line origination strategy (including continuing to invest in the businesses discussed above) as a value-added differentiating factor compared with other BDCs.
Investment Holdings
As of September 30, 2015, we continue to pursue our investment strategy. At September 30, 2015, approximately $6,430,900, or 177.9%, of our net assets are invested in 131 long-term portfolio investments and CLOs.
During the three months ended September 30, 2015, we originated $437,614 of new investments, primarily composed of $197,473 of debt and equity financing to non-controlled portfolio investments, $143,519 of debt and equity financing to controlled investments, and $96,622 of subordinated notes in CLOs. Our origination efforts are focused primarily on secured lending to non-control investments to reduce the risk in the portfolio by investing primarily in first lien loans, though we also continue to close select junior debt and equity investments. Our annualized current yield was 12.7% and 13.0% as of June 30, 2015 and September 30, 2015, respectively, across all performing interest bearing investments. The increase in our current yield is primarily the result of sales of lower yielding investments and originations replacing these investments at higher yields. Monetization of equity positions that we hold and loans on non-accrual status are not included in this yield calculation. In many of our portfolio companies we hold equity positions, ranging from minority interests to majority stakes, which we expect over time to contribute to our investment returns. Some of these equity positions include features such as contractual minimum internal rates of returns, preferred distributions, flip structures and other features expected to generate additional investment returns, as well as contractual protections and preferences over junior equity, in addition to the yield and security offered by our cash flow and collateral debt protections.
We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of 25% or more of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.
As of September 30, 2015, we own controlling interests in the following portfolio companies: American Property REIT Corp. (“APRC”); Arctic Energy Services, LLC; CCPI Inc.; CP Energy Services Inc. (“CP Energy”); Credit Central Loan Company, LLC; Echelon Aviation LLC (“Echelon”); Edmentum Ultimate Holdings, LLC; First Tower Finance Company LLC (“First Tower Finance”); Freedom Marine Solutions, LLC; Gulf Coast Machine & Supply Company; Harbortouch Payments, LLC (“Harbortouch”); MITY, Inc.; National Property REIT Corp. (“NPRC”); Nationwide Loan Company LLC (f/k/a Nationwide Acceptance LLC); NMMB, Inc.; R-V Industries, Inc. (“R-V”); United Property REIT Corp. (“UPRC”); Valley Electric Company, Inc. (“Valley Electric”); and Wolf Energy, LLC. We also own an affiliated interest in BNN Holdings Corp.
The following shows the composition of our investment portfolio by level of control as of September 30, 2015 and June 30, 2015:
|
| | | | | | | | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
Level of Control | Cost | % of Portfolio | Fair Value | % of Portfolio | | Cost | % of Portfolio | Fair Value | % of Portfolio |
Control Investments | $ | 1,973,325 |
| 30.7 | % | $ | 2,012,700 |
| 31.3 | % | | $ | 1,894,644 |
| 30.7 | % | $ | 1,974,202 |
| 31.3 | % |
Affiliate Investments | 2,228 |
| — | % | 3,128 |
| — | % | | 45,150 |
| — | % | 45,945 |
| — | % |
Non-Control/Non-Affiliate Investments | 4,466,440 |
| 69.3 | % | 4,415,072 |
| 68.7 | % | | 4,619,582 |
| 69.3 | % | 4,589,411 |
| 68.7 | % |
Total Investments | $ | 6,441,993 |
| 100.0 | % | $ | 6,430,900 |
| 100.0 | % | | $ | 6,559,376 |
| 100.0 | % | $ | 6,609,558 |
| 100.0 | % |
The following shows the composition of our investment portfolio by type of investment as of September 30, 2015 and June 30, 2015:
|
| | | | | | | | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
Type of Investment | Cost | % of Portfolio | Fair Value | % of Portfolio | | Cost | % of Portfolio | Fair Value | % of Portfolio |
Revolving Line of Credit | $ | 9,650 |
| 0.1 | % | $ | 9,650 |
| 0.2 | % | | $ | 30,546 |
| 0.5 | % | $ | 30,546 |
| 0.5 | % |
Senior Secured Debt | 3,560,126 |
| 55.4 | % | 3,475,767 |
| 54.0 | % | | 3,617,111 |
| 55.1 | % | 3,533,447 |
| 53.5 | % |
Subordinated Secured Debt | 1,158,854 |
| 18.0 | % | 1,121,886 |
| 17.4 | % | | 1,234,701 |
| 18.8 | % | 1,205,303 |
| 18.2 | % |
Subordinated Unsecured Debt | 73,397 |
| 1.1 | % | 71,148 |
| 1.1 | % | | 145,644 |
| 2.2 | % | 144,271 |
| 2.2 | % |
Small Business Loans | 18,409 |
| 0.3 | % | 16,974 |
| 0.3 | % | | 50,558 |
| 0.8 | % | 50,892 |
| 0.8 | % |
CLO Debt | 28,746 |
| 0.4 | % | 32,782 |
| 0.5 | % | | 28,613 |
| 0.4 | % | 32,398 |
| 0.5 | % |
CLO Residual Interest | 1,144,790 |
| 17.9 | % | 1,171,770 |
| 18.2 | % | | 1,072,734 |
| 16.4 | % | 1,113,023 |
| 16.8 | % |
Preferred Stock | 41,047 |
| 0.6 | % | 5,434 |
| 0.1 | % | | 41,047 |
| 0.6 | % | 4,361 |
| 0.1 | % |
Common Stock | 241,048 |
| 3.7 | % | 273,627 |
| 4.3 | % | | 181,404 |
| 2.8 | % | 164,984 |
| 2.5 | % |
Membership Interest | 157,100 |
| 2.4 | % | 200,655 |
| 3.1 | % | | 148,192 |
| 2.3 | % | 278,537 |
| 4.2 | % |
Participating Interest(1) | — |
| — | % | 44,066 |
| 0.7 | % | | — |
| — | % | 42,787 |
| 0.6 | % |
Escrow Receivable | 7,144 |
| 0.1 | % | 6,123 |
| 0.1 | % | | 7,144 |
| 0.1 | % | 5,984 |
| 0.1 | % |
Warrants | 1,682 |
| — | % | 1,018 |
| — | % | | 1,682 |
| — | % | 3,025 |
| — | % |
Total Investments | $ | 6,441,993 |
| 100.0 | % | $ | 6,430,900 |
| 100.0 | % | | $ | 6,559,376 |
| 100.0 | % | $ | 6,609,558 |
| 100.0 | % |
| |
(1) | Participating Interest includes our participating equity investments, such as net profits interests, net operating income interests, net revenue interests, and overriding royalty interests. |
The following shows our investments in interest bearing securities by type of investment as of September 30, 2015 and June 30, 2015:
|
| | | | | | | | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
Type of Investment | Cost | % of Portfolio | Fair Value | % of Portfolio | | Cost | % of Portfolio | Fair Value | % of Portfolio |
First Lien | $ | 3,569,776 |
| 59.6 | % | $ | 3,485,417 |
| 59.1 | % | | $ | 3,642,761 |
| 58.9 | % | $ | 3,559,097 |
| 58.3 | % |
Second Lien | 1,158,854 |
| 19.3 | % | 1,121,886 |
| 19.0 | % | | 1,239,597 |
| 20.0 | % | 1,210,199 |
| 19.8 | % |
Unsecured | 73,397 |
| 1.2 | % | 71,148 |
| 1.2 | % | | 145,644 |
| 2.4 | % | 144,271 |
| 2.4 | % |
Small Business Loans | 18,409 |
| 0.3 | % | 16,974 |
| 0.3 | % | | 50,558 |
| 0.8 | % | 50,892 |
| 0.8 | % |
CLO Debt | 28,746 |
| 0.5 | % | 32,782 |
| 0.5 | % | | 28,613 |
| 0.5 | % | 32,398 |
| 0.5 | % |
CLO Residual Interest | 1,144,790 |
| 19.1 | % | 1,171,770 |
| 19.9 | % | | 1,072,734 |
| 17.4 | % | 1,113,023 |
| 18.2 | % |
Total Debt Investments | $ | 5,993,972 |
| 100.0 | % | $ | 5,899,977 |
| 100.0 | % | | $ | 6,179,907 |
| 100.0 | % | $ | 6,109,880 |
| 100.0 | % |
The following shows the composition of our investment portfolio by geographic location as of September 30, 2015 and June 30, 2015:
|
| | | | | | | | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
Geographic Location | Cost | % of Portfolio | Fair Value | % of Portfolio | | Cost | % of Portfolio | Fair Value | % of Portfolio |
Canada | $ | 15,000 |
| 0.2 | % | $ | 15,000 |
| 0.2 | % | | $ | 15,000 |
| 0.2 | % | $ | 15,000 |
| 0.2 | % |
Cayman Islands | 1,173,536 |
| 18.2 | % | 1,204,552 |
| 18.7 | % | | 1,101,347 |
| 16.8 | % | 1,145,421 |
| 17.3 | % |
France | 10,132 |
| 0.2 | % | 10,051 |
| 0.2 | % | | 10,145 |
| 0.2 | % | 9,734 |
| 0.2 | % |
MidWest US | 669,003 |
| 10.4 | % | 689,555 |
| 10.7 | % | | 749,036 |
| 11.4 | % | 767,419 |
| 11.6 | % |
NorthEast US | 1,113,588 |
| 17.3 | % | 1,145,283 |
| 17.8 | % | | 1,085,569 |
| 16.5 | % | 1,151,510 |
| 17.4 | % |
NorthWest US | 43,000 |
| 0.7 | % | 43,000 |
| 0.7 | % | | — |
| — | % | — |
| — | % |
Puerto Rico | 40,812 |
| 0.6 | % | 38,213 |
| 0.6 | % | | 40,911 |
| 0.6 | % | 37,539 |
| 0.6 | % |
SouthEast US | 1,613,488 |
| 25.0 | % | 1,653,448 |
| 25.7 | % | | 1,609,956 |
| 24.5 | % | 1,661,477 |
| 25.1 | % |
SouthWest US | 561,671 |
| 8.7 | % | 482,850 |
| 7.5 | % | | 762,454 |
| 11.6 | % | 693,138 |
| 10.5 | % |
Western US | 1,201,763 |
| 18.7 | % | 1,148,948 |
| 17.9 | % | | 1,184,958 |
| 18.1 | % | 1,128,320 |
| 17.1 | % |
Total Investments | $ | 6,441,993 |
| 100.0 | % | $ | 6,430,900 |
| 100.0 | % | | $ | 6,559,376 |
| 99.9 | % | $ | 6,609,558 |
| 100.0 | % |
The following shows the composition of our investment portfolio by industry as of September 30, 2015 and June 30, 2015:
|
| | | | | | | | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
Industry | Cost | % of Portfolio | Fair Value | % of Portfolio | | Cost | % of Portfolio | Fair Value | % of Portfolio |
Aerospace & Defense | $ | 70,847 |
| 1.1 | % | $ | 70,604 |
| 1.1 | % | | $ | 70,860 |
| 1.1 | % | $ | 78,675 |
| 1.2 | % |
Business Services | 599,194 |
| 9.3 | % | 651,842 |
| 10.2 | % | | 646,021 |
| 9.8 | % | 711,541 |
| 10.8 | % |
Chemicals | 4,963 |
| 0.1 | % | 4,972 |
| 0.1 | % | | 4,963 |
| 0.1 | % | 5,000 |
| 0.1 | % |
Commercial Services | 245,460 |
| 3.8 | % | 239,574 |
| 3.7 | % | | 245,913 |
| 3.8 | % | 241,620 |
| 3.6 | % |
Construction & Engineering | 59,377 |
| 0.9 | % | 37,396 |
| 0.6 | % | | 58,837 |
| 0.9 | % | 30,497 |
| 0.4 | % |
Consumer Finance | 426,320 |
| 6.5 | % | 485,114 |
| 7.6 | % | | 426,697 |
| 6.5 | % | 486,977 |
| 7.4 | % |
Consumer Services | 185,608 |
| 2.9 | % | 185,320 |
| 2.9 | % | | 190,037 |
| 2.9 | % | 190,216 |
| 2.9 | % |
Diversified Financial Services | 119,609 |
| 1.9 | % | 119,091 |
| 1.9 | % | | 120,327 |
| 1.8 | % | 119,919 |
| 1.8 | % |
Durable Consumer Products | 441,552 |
| 6.9 | % | 422,177 |
| 6.6 | % | | 439,172 |
| 6.7 | % | 422,033 |
| 6.4 | % |
Food Products | 282,087 |
| 4.4 | % | 279,433 |
| 4.3 | % | | 282,185 |
| 4.3 | % | 281,365 |
| 4.3 | % |
Healthcare | 333,825 |
| 5.2 | % | 334,286 |
| 5.2 | % | | 435,893 |
| 6.6 | % | 434,446 |
| 6.6 | % |
Hotels, Restaurants & Leisure | 140,192 |
| 2.2 | % | 140,324 |
| 2.2 | % | | 177,748 |
| 2.7 | % | 177,926 |
| 2.7 | % |
Machinery | 376 |
| — | % | 533 |
| — | % | | 376 |
| — | % | 563 |
| — | % |
Manufacturing | 213,391 |
| 3.3 | % | 171,934 |
| 2.7 | % | | 163,380 |
| 2.5 | % | 126,921 |
| 1.9 | % |
Media | 331,892 |
| 5.2 | % | 321,385 |
| 5.0 | % | | 361,825 |
| 5.5 | % | 350,365 |
| 5.3 | % |
Metal Services & Minerals | 24,674 |
| 0.4 | % | 22,192 |
| 0.3 | % | | 25,670 |
| 0.4 | % | 23,745 |
| 0.4 | % |
Oil and Gas Production | 3,000 |
| — | % | 2,411 |
| — | % | | 3,000 |
| — | % | 22 |
| — | % |
Oil and Gas Services | 286,514 |
| 4.4 | % | 232,928 |
| 3.5 | % | | 289,803 |
| 4.4 | % | 246,817 |
| 3.7 | % |
Online Lending | 249,148 |
| 3.8 | % | 247,713 |
| 3.7 | % | | 213,143 |
| 3.2 | % | 213,477 |
| 3.2 | % |
Personal & Nondurable Consumer Products | 216,248 |
| 3.4 | % | 195,259 |
| 3.0 | % | | 213,796 |
| 3.4 | % | 193,046 |
| 2.8 | % |
Pharmaceuticals | 74,264 |
| 1.2 | % | 74,264 |
| 1.2 | % | | 74,951 |
| 1.1 | % | 74,588 |
| 1.1 | % |
Property Management | 5,880 |
| 0.1 | % | 3,901 |
| 0.1 | % | | 5,880 |
| 0.1 | % | 3,814 |
| 0.1 | % |
Real Estate | 484,570 |
| 7.5 | % | 526,852 |
| 8.3 | % | | 462,895 |
| 7.1 | % | 512,245 |
| 7.8 | % |
Retail | — |
| — | % | — |
| — | % | | 63 |
| — | % | 260 |
| — | % |
Software & Computer Services | 143,793 |
| 2.2 | % | 143,964 |
| 2.2 | % | | 217,429 |
| 3.3 | % | 217,472 |
| 3.3 | % |
Telecommunication Services | 4,573 |
| 0.1 | % | 4,595 |
| 0.1 | % | | 4,573 |
| 0.1 | % | 4,595 |
| 0.1 | % |
Textiles, Apparel & Luxury Goods | 251,075 |
| 3.9 | % | 249,164 |
| 3.9 | % | | 252,200 |
| 3.8 | % | 252,200 |
| 3.8 | % |
Transportation | 70,025 |
| 1.1 | % | 59,120 |
| 0.9 | % | | 70,392 |
| 1.1 | % | 63,792 |
| 1.0 | % |
Subtotal | $ | 5,268,457 |
| 81.8 | % | $ | 5,226,348 |
| 81.3 | % | | $ | 5,458,029 |
| 83.2 | % | $ | 5,464,137 |
| 82.7 | % |
Structured Finance(1) | 1,173,536 |
| 18.2 | % | 1,204,552 |
| 18.7 | % | | 1,101,347 |
| 16.8 | % | 1,145,421 |
| 17.3 | % |
Total Investments | $ | 6,441,993 |
| 100.0 | % | $ | 6,430,900 |
| 100.0 | % | | $ | 6,559,376 |
| 100.0 | % | $ | 6,609,558 |
| 100.0 | % |
| |
(1) | Our CLO investments do not have industry concentrations and as such have been separated in the table above. |
Portfolio Investment Activity
During the three months ended September 30, 2015, we acquired $229,334 of new investments, completed follow-on investments in existing portfolio companies totaling approximately $203,600, funded $3,400 of revolver advances, and recorded PIK interest of $1,279, resulting in gross investment originations of $437,613. The more significant of these transactions are briefly described below.
On July 1, 2015, we provided $31,000 of first lien senior secured financing to Intelius, Inc. (“Intelius”), an online information commerce company, of which $30,200 was funded at closing. On August 11, 2015, we made a $13,500 follow-on first lien senior secured debt investment in Intelius, of which $13,000 was funded at closing, to support an acquisition. The $21,500 Term Loan A note bears interest at the greater of 6.5% or Libor plus 5.5% and has a final maturity of July 1, 2020. The $21,500 Term Loan B note bears interest at the greater of 12.5% or Libor plus 11.5% and has a final maturity of July 1, 2020. The $1,500 senior secured revolver, which was not funded at closing, bears interest at 9.5% or Libor plus 8.5% and has a final maturity of July 1, 2016.
On July 23, 2015, we made an investment of $37,969 to purchase 80.73% of the subordinated notes issued by Halcyon Loan Advisors Funding 2015-3 Ltd. in a co-investment transaction with Priority Income Fund, Inc., a closed-end fund managed by an affiliate of Prospect Capital Management L.P.
On August 6, 2015, we provided $92,500 of first lien senior secured debt to support the refinancing of Crosman Corporation. Concurrent with the refinancing, we received repayment of the $40,000 second lien term loan previously outstanding. The $52,500 Term Loan A note bears interest at the greater of 9.0% or Libor plus 8.7% and interest payment in kind of 4.0%, and has a final maturity of August 5, 2020. The $40,000 Term Loan B note bears interest at the greater of 16.0% or Libor plus 15.7% and interest payment in kind of 4.0%, and has a final maturity of August 5, 2020.
On August 12, 2015, we made an investment of $22,898 to purchase 50.04% of the subordinated notes issued by Octagon Investment Partners XVIII, Ltd.
On August 12, 2015, we sold 780 of our small business whole loans (with a cost of $30,968) purchased from OnDeck to Jefferies Asset Funding LLC for proceeds of $26,619, net of related transaction expenses, and a trust certificate representing a 41.54% interest in the MarketPlace Loan Trust, Series 2015-OD2. We realized a loss of $775 on the sale.
On August 21, 2015, we committed to funding a $16,000 second lien secured investment in Sitel Worldwide Corporation, a provider of customer care outsourcing services. The $16,000 second lien term loan bears interest at the greater of 10.5% or Libor plus 9.5% and has a final maturity of September 18, 2022.
On September 16, 2015, we made an investment of $26,773 to purchase 75.09% of the subordinated notes issued by Apidos CLO XXII in a co-investment transaction with Priority Income Fund, Inc., a closed-end fund managed by an affiliate of Prospect Capital Management L.P.
In addition to the purchases noted above, during the three months ended September 30, 2015, we made eleven follow-on investments in NPRC totaling $85,569 to support the online consumer lending initiative. We invested $17,415 of equity through NPH Property Holdings, LLC and $68,154 of debt directly to NPRC and its wholly-owned subsidiaries.
Additionally, during the three months ended September 30, 2015, our wholly-owned subsidiary PSBL purchased $19,378 of small business whole loans from OnDeck and Direct Capital.
During the three months ended September 30, 2015, we received full repayments on six investments, sold one investments, and received several partial prepayments and amortization payments totaling $528,789, net of realized losses totaling $2,135. The more significant of these transactions are briefly described below.
On July 8, 2015, we sold 27.45% of the outstanding principal balance of the senior secured Term Loan A investment in InterDent, Inc. for $34,415. We realized no gain or loss on the sale.
On July 24, 2015, TB Corp. repaid the $23,628 loan receivable to us.
On August 7, 2015, Ryan, LLC repaid the $72,701 loan receivable to us.
On September 1, 2015, BNN Holdings Corp. repaid the $42,922 loans receivable to us.
On September 16, 2015, GTP Operations, LLC repaid the $116,411 loan receivable to us.
On September 22, 2015, we sold 19.4% of the outstanding principal balance of the senior secured Term Loan A investment in Instant Web, LLC for $29,447. We realized no gain or loss on the sale.
On September 25, 2015, we sold an additional 8.39% of the total outstanding principal balance of the senior secured Term Loan A investment in InterDent, Inc. for $10,516. We realized no gain or loss on the sale.
On September 25, 2015, Therakos, Inc. repaid the $13,000 loan receivable to us.
The following table provides a summary of our investment activity for each quarter within the three years ending June 30, 2016:
|
| | | | | | |
Quarter Ended | | Acquisitions(1) | | Dispositions(2) |
September 30, 2013 | | 556,843 |
| | 164,167 |
|
December 31, 2013 | | 608,153 |
| | 255,238 |
|
March 31, 2014 | | 1,343,256 |
| | 197,947 |
|
June 30, 2014 | | 444,104 |
| | 169,617 |
|
| | | | |
September 30, 2014 | | 887,205 |
| | 863,144 |
|
December 31, 2014 | | 522,705 |
| | 224,076 |
|
March 31, 2015 | | 219,111 |
| | 108,124 |
|
June 30, 2015 | | 459,967 |
| | 437,729 |
|
| | | | |
September 30, 2015 | | 437,613 |
| | 528,789 |
|
| |
(1) | Includes investments in new portfolio companies, follow-on investments in existing portfolio companies, refinancings and PIK interest. |
| |
(2) | Includes sales, scheduled principal payments, prepayments and refinancings. |
Investment Valuation
In determining the fair value of our portfolio investments at September 30, 2015, the Audit Committee considered valuations from the independent valuation firms and from management having an aggregate range of $6,072,444 to $6,546,805, excluding money market investments.
In determining the range of value for debt instruments except CLOs and debt investments in controlled portfolio companies, management and the independent valuation firm generally estimate corporate and security credit ratings and identify corresponding yields to maturity for each loan from relevant market data. A discounted cash flow analysis was then prepared using the appropriate yield to maturity as the discount rate, to determine range of value. For non-traded equity investments, the enterprise value was determined by applying EBITDA multiples or book value multiples for similar guideline public companies and/or similar recent investment transactions. For stressed equity investments, a liquidation analysis was prepared.
In determining the range of value for our investments in CLOs, management and the independent valuation firm used a discounted cash flow model. The valuations were accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date. For each CLO security, the most appropriate valuation approach was chosen from alternative approaches to ensure the most accurate valuation for such security. A waterfall engine is used to store the collateral data, generate collateral cash flows from the assets based on various assumptions for the risk factors, and distribute the cash flows to the liability structure based on the payment priorities, and discount them back using proper discount rates to anticipated maturity and call dates.
The Board of Directors looked at several factors in determining where within the range to value the asset including: recent operating and financial trends for the asset, independent ratings obtained from third parties, comparable multiples for recent sales of companies within the industry and discounted cash flow models for our investments in CLOs. The composite of all these analyses, applied to each investment, was a total valuation of $6,430,900.
Our portfolio companies are generally lower middle market companies, outside of the financial sector, with less than $150,000 of annual EBITDA. We believe our market has experienced less volatility than others because we believe there are more buy and hold investors who own these less liquid investments.
Control investments offer increased risk and reward over straight debt investments. Operating results and changes in market multiples can result in dramatic changes in values from quarter to quarter. Significant downturns in operations can further result in our looking to recoveries on sales of assets rather than the enterprise value of the investment. Transactions between our controlled investments and us have been detailed in Note 14 to the accompanying consolidated financial statements. Several control investments in our portfolio are under enhanced scrutiny by our senior management and our Board of Directors and are discussed below.
American Property REIT Corp.
APRC is a Maryland corporation and a qualified REIT for federal income tax purposes. APRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. APRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. APRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity. As of September 30, 2015, we own 100% of the fully-diluted common equity of APRC.
During the three months ended September 30, 2015, we provided $799 of equity financing to APRC to fund capital expenditures for existing properties.
As of September 30, 2015, APRC’s real estate portfolio was comprised of twelve multi-family properties and one commercial property. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by APRC as of September 30, 2015.
|
| | | | | | | | | | | | | | |
No. | | Property Name | | City | | Acquisition Date | | Purchase Price | | Mortgage Outstanding |
1 | | 1557 Terrell Mill Road, LLC | | Marietta, GA | | 12/28/2012 | | $ | 23,500 |
| | $ | 15,099 |
|
2 | | Lofton Place, LLC | | Tampa, FL | | 4/30/2013 | | 26,000 |
| | 16,965 |
|
3 | | Vista Palma Sola, LLC | | Bradenton, FL | | 4/30/2013 | | 27,000 |
| | 17,550 |
|
4 | | Arlington Park Marietta, LLC | | Marietta, GA | | 5/8/2013 | | 14,850 |
| | 9,650 |
|
5 | | Cordova Regency, LLC | | Pensacola, FL | | 11/15/2013 | | 13,750 |
| | 9,026 |
|
6 | | Crestview at Oakleigh, LLC | | Pensacola, FL | | 11/15/2013 | | 17,500 |
| | 11,488 |
|
7 | | Inverness Lakes, LLC | | Mobile, AL | | 11/15/2013 | | 29,600 |
| | 19,400 |
|
8 | | Kings Mill Pensacola, LLC | | Pensacola, FL | | 11/15/2013 | | 20,750 |
| | 13,622 |
|
9 | | Plantations at Pine Lake, LLC | | Tallahassee, FL | | 11/15/2013 | | 18,000 |
| | 11,817 |
|
10 | | Verandas at Rocky Ridge, LLC | | Birmingham, AL | | 11/15/2013 | | 15,600 |
| | 10,205 |
|
11 | | Plantations at Hillcrest, LLC | | Mobile, AL | | 1/17/2014 | | 6,930 |
| | 4,950 |
|
12 | | Crestview at Cordova, LLC | | Pensacola, FL | | 1/17/2014 | | 8,500 |
| | 4,928 |
|
13 | | Taco Bell, OK | | Yukon, OK | | 6/4/2014 | | 1,719 |
| | — |
|
| | | | | | | | $ | 223,699 |
| | $ | 144,700 |
|
Due to an increase in same property values driven by an increase in net operating income for the properties, the Board of Directors increased the fair value of our investment in APRC to $120,348 as of September 30, 2015, a premium of $18,801 to its amortized cost, compared to a premium of $18,605 to its amortized cost recorded at June 30, 2015.
First Tower Finance Company LLC
We own 80.1% of First Tower Finance Company LLC (“First Tower Finance”), which owns 100% of First Tower, LLC (“First Tower”), the operating company. First Tower is a multiline specialty finance company based in Flowood, Mississippi with over 170 branch offices.
On June 15, 2012, we acquired 80.1% of First Tower businesses for $110,200 in cash and 14,518,207 unregistered shares of our common stock. Based on our share price of $11.06 at the time of issuance, we acquired our 80.1% interest in First Tower for approximately $270,771. The assets of First Tower acquired include, among other things, the subsidiaries owned by First Tower, which hold finance receivables, leaseholds, and tangible property associated with First Tower’s businesses. As part of the transaction, we received $4,038 in structuring fee income from First Tower. On October 18, 2012, we funded an additional $20,000 of senior secured debt to support seasonally high demand during the holiday season. On December 30, 2013, we funded an additional $10,000 to again support seasonal demand and received $8,000 of structuring fees related to the renegotiation and expansion of First Tower’s revolver with a third party which was recognized as other income. As of September 30, 2015, First Tower had total assets of approximately $640,367 including $434,581 of finance receivables net of unearned charges. As of September 30, 2015, First Tower’s total debt outstanding to parties senior to us was $367,179.
Due to increased regulatory scrutiny and a corresponding decrease in public comparable multiples, the Board of Directors slightly decreased the fair value of our investment in First Tower Finance to $363,624 as of September 30, 2015, a premium of $45,905 to its amortized cost, compared to the $47,899 unrealized appreciation recorded at June 30, 2015.
Harbortouch Payments, LLC
Harbortouch is a merchant processor headquartered in Allentown, Pennsylvania. The company offers a range of payment processing equipment and services that facilitate the exchange of goods and services provided by small to medium-sized merchants located in the United States for payments made by credit, debit, prepaid, electronic gift, and loyalty cards. Harbortouch provides point-of-sale equipment free of cost to merchants and then manages the process whereby transaction information is sent to a consumer’s bank from the point-of-sale (front-end processing), and then funds are transferred from the consumer’s account to the merchant’s account (back-end processing).
On March 31, 2014, we acquired a controlling interest in Harbortouch for $147,898 in cash and 2,306,294 unregistered shares of our common stock. We recorded $130,796 of senior secured term debt, $123,000 of subordinated term debt and $24,898 of equity at closing. As part of the transaction, we received $7,536 of structuring fee income from Harbortouch. On April 1, 2014, we restructured our investment in Harbortouch and $14,226 of equity was converted into additional debt investment. On September 30, 2014, we made a $26,431 follow-on investment in Harbortouch to support an acquisition. As part of the transaction, we received $529 of structuring fee income and $50 of amendment fee income from Harbortouch which was recorded as other income. On December 19, 2014, we made an additional $1,292 equity investment in Harbortouch Class C voting units. As of September 30, 2015, we own 100% of the Class C voting units of Harbortouch, which provide for a 53.5% residual profits allocation.
Due to market developments, the Board of Directors decreased the fair value of our investment in Harbortouch to $358,359 as of September 30, 2015, a premium of $54,187 to its amortized cost, compared to the $71,477 unrealized appreciation recorded at June 30, 2015.
National Property REIT Corp.
NPRC is a Maryland corporation and a qualified REIT for federal income tax purposes. NPRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. NPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. NPRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity. Additionally, through its wholly-owned subsidiaries, NPRC invests in online consumer loans. As of September 30, 2015, we own 100% of the fully-diluted common equity of NPRC.
During the three months ended September 30,2015 we made 11 follow-on investments in NPRC totaling $85,569 to support the online consumer lending initiative, We invested $17,415 of equity through NPH Property Holdings, LLC and $68,154 of debt directly into NPRC and its wholly-owned subsidiaries.
The online consumer loan investments held by certain of NPRC’s wholly-owned subsidiaries are unsecured obligations of individual borrowers that are issued in amounts ranging from $1 to $50, with fixed terms ranging from 24 to 85 months. As
of September 30, 2015, the investment in online consumer loans by certain of NPRC’s wholly-owned subsidiaries was comprised of 51,522 individual loans and had an aggregate fair value of $459,307. The average outstanding individual loan balance is approximately $9 and the loans mature on dates ranging from October 31, 2016 to October 25, 2022 with an average outstanding term of 37 months as of September 30, 2015. Fixed interest rates range from 4.0% to 29.0% with a weighted-average current interest rate of 19.5%.
During the three months ended September 30, 2015, we provided $159 of equity financing to NPRC to fund capital expenditures for existing properties.
As of September 30, 2015, NPRC’s real estate portfolio was comprised of eleven multi-family properties, twelve self-storage properties, and one commercial property. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by NPRC as of September 30, 2015.
|
| | | | | | | | | | | | | | |
No. | | Property Name | | City | | Acquisition Date | | Purchase Price | | Mortgage Outstanding |
1 | | 146 Forest Parkway, LLC | | Forest Park, GA | | 10/24/2012 | | $ | 7,400 |
| | $ | — |
|
2 | | 5100 Live Oaks Blvd, LLC | | Tampa, FL | | 1/17/2013 | | 63,400 |
| | 39,600 |
|
3 | | NPRC Carroll Resort, LLC | | Pembroke Pines, FL | | 6/24/2013 | | 225,000 |
| | 157,500 |
|
4 | | APH Carroll 41, LLC | | Marietta, GA | | 11/1/2013 | | 30,600 |
| | 22,020 |
|
5 | | Matthews Reserve II, LLC | | Matthews, NC | | 11/19/2013 | | 22,063 |
| | 17,571 |
|
6 | | City West Apartments II, LLC | | Orlando, FL | | 11/19/2013 | | 23,562 |
| | 18,533 |
|
7 | | Vinings Corner II, LLC | | Smyrna, GA | | 11/19/2013 | | 35,691 |
| | 26,640 |
|
8 | | Uptown Park Apartments II, LLC | | Altamonte Springs, FL | | 11/19/2013 | | 36,590 |
| | 27,471 |
|
9 | | Mission Gate II, LLC | | Plano, TX | | 11/19/2013 | | 47,621 |
| | 36,148 |
|
10 | | St. Marin Apartments II, LLC | | Coppell, TX | | 11/19/2013 | | 73,078 |
| | 53,863 |
|
11 | | APH Carroll Bartram Park, LLC | | Jacksonville, FL | | 12/31/2013 | | 38,000 |
| | 28,432 |
|
12 | | APH Carroll Atlantic Beach, LLC | | Atlantic Beach, FL | | 1/31/2014 | | 13,025 |
| | 8,879 |
|
13 | | 23 Mile Road Self Storage, LLC | | Chesterfield, MI | | 8/19/2014 | | 5,804 |
| | 4,350 |
|
14 | | 36th Street Self Storage, LLC | | Wyoming, MI | | 8/19/2014 | | 4,800 |
| | 3,600 |
|
15 | | Ball Avenue Self Storage, LLC | | Grand Rapids, MI | | 8/19/2014 | | 7,281 |
| | 5,460 |
|
16 | | Ford Road Self Storage, LLC | | Westland, MI | | 8/29/2014 | | 4,642 |
| | 3,480 |
|
17 | | Ann Arbor Kalamazoo Self Storage, LLC | | Ann Arbor, MI | | 8/29/2014 | | 4,458 |
| | 3,345 |
|
18 | | Ann Arbor Kalamazoo Self Storage, LLC | | Scio, MI | | 8/29/2014 | | 8,927 |
| | 6,695 |
|
19 | | Ann Arbor Kalamazoo Self Storage, LLC | | Kalamazoo, MI | | 8/29/2014 | | 2,363 |
| | 1,775 |
|
20 | | Jolly Road Self Storage, LLC | | Okemos, MI | | 1/16/2015 | | 7,492 |
| | 5,620 |
|
21 | | Eaton Rapids Road Self Storage, LLC | | Lansing West, MI | | 1/16/2015 | | 1,741 |
| | 1,305 |
|
22 | | Haggerty Road Self Storage, LLC | | Novi, MI | | 1/16/2015 | | 6,700 |
| | 5,025 |
|
23 | | Waldon Road Self Storage, LLC | | Lake Orion, MI | | 1/16/2015 | | 6,965 |
| | 5,225 |
|
24 | | Tyler Road Self Storage, LLC | | Ypsilanti, MI | | 1/16/2015 | | 3,507 |
| | 2,630 |
|
| | | | | | | | $ | 680,710 |
| | $ | 485,167 |
|
Due to an increase in the observed market cap rate for our largest property and an increase in the market yield for the online consumer loans, the Board of Directors marked down the fair value of our investment in NPRC to $547,296 as of September 30, 2015, a premium of $11,204 to its amortized cost, compared to a recorded premium of $22,229 to its amortized cost at June 30, 2015.
United Property REIT Corp.
UPRC is a Delaware limited liability company and a qualified REIT for federal income tax purposes. UPRC was formed to hold for investment, operate, finance, lease, manage, and sell a portfolio of real estate assets and engage in any and all other activities as may be necessary, incidental or convenient to carry out the foregoing. UPRC acquires real estate assets, including, but not limited to, industrial, commercial, and multi-family properties. UPRC may acquire real estate assets directly or through joint ventures by making a majority equity investment in a property-owning entity. As of September 30, 2015, we own 100% of the fully-diluted common equity of UPRC.
During the three months ended September 30, 2015, we provided $1,738 and $306 of debt and equity financing, respectively, to UPRC to fund capital expenditures for existing properties.
As of September 30, 2015, UPRC’s real estate portfolio was comprised of fifteen multi-families properties and one commercial property. The following table shows the location, acquisition date, purchase price, and mortgage outstanding due to other parties for each of the properties held by UPRC as of September 30, 2015.
|
| | | | | | | | | | | | | | |
No. | | Property Name | | City | | Acquisition Date | | Purchase Price | | Mortgage Outstanding |
1 | | Atlanta Eastwood Village LLC | | Stockbridge, GA | | 12/12/2013 | | $ | 25,957 |
| | $ | 19,785 |
|
2 | | Atlanta Monterey Village LLC | | Jonesboro, GA | | 12/12/2013 | | 11,501 |
| | 9,193 |
|
3 | | Atlanta Hidden Creek LLC | | Morrow, GA | | 12/12/2013 | | 5,098 |
| | 3,619 |
|
4 | | Atlanta Meadow Springs LLC | | College Park, GA | | 12/12/2013 | | 13,116 |
| | 10,180 |
|
5 | | Atlanta Meadow View LLC | | College Park, GA | | 12/12/2013 | | 14,354 |
| | 11,141 |
|
6 | | Atlanta Peachtree Landing LLC | | Fairburn, GA | | 12/12/2013 | | 17,224 |
| | 13,575 |
|
7 | | Taco Bell, MO | | Marshall, MO | | 6/4/2014 | | 1,405 |
| | — |
|
8 | | Canterbury Green Apartments Holdings LLC | | Fort Wayne, IN | | 9/29/2014 | | 85,500 |
| | 65,825 |
|
9 | | Abbie Lakes OH Partners, LLC | | Canal Winchester, OH | | 9/30/2014 | | 12,600 |
| | 10,440 |
|
10 | | Kengary Way OH Partners, LLC | | Reynoldsburg, OH | | 9/30/2014 | | 11,500 |
| | 11,000 |
|
11 | | Lakeview Trail OH Partners, LLC | | Canal Winchester, OH | | 9/30/2014 | | 26,500 |
| | 20,142 |
|
12 | | Lakepoint OH Partners, LLC | | Pickerington, OH | | 9/30/2014 | | 11,000 |
| | 10,080 |
|
13 | | Sunbury OH Partners, LLC | | Columbus, OH | | 9/30/2014 | | 13,000 |
| | 10,480 |
|
14 | | Heatherbridge OH Partners, LLC | | Blacklick, OH | | 9/30/2014 | | 18,416 |
| | 15,480 |
|
15 | | Jefferson Chase OH Partners, LLC | | Blacklick, OH | | 9/30/2014 | | 13,551 |
| | 12,240 |
|
16 | | Goldenstrand OH Partners, LLC | | Hilliard, OH | | 10/29/2014 | | 7,810 |
| | 8,040 |
|
| | | | | | | | $ | 288,532 |
| | $ | 231,220 |
|
Due to an increase in same property values driven by an increase in net operating income for the properties, the Board of Directors increased the fair value of our investment in UPRC to $89,947 as of September 30, 2015, a premium of $12,276 to its amortized cost, compared to a recorded premium of $9,057 to its amortized cost at June 30, 2015.
Valley Electric Company, Inc.
We own 94.99% of Valley Electric Company, Inc. (“Valley Electric”) as of September 30, 2015. Valley Electric owns 100% of the equity of VE Company, Inc., which owns 100% of the equity of Valley Electric Co. of Mt. Vernon, Inc. (“Valley”). Valley is a leading provider of specialty electrical services in the state of Washington and is among the top 50 electrical contractors in the U.S. The company, with its headquarters in Everett, Washington, offers a comprehensive array of contracting services, primarily for commercial, industrial, and transportation infrastructure applications, including new installation, engineering and design, design-build, traffic lighting and signalization, low to medium voltage power distribution, construction management, energy management and control systems, 24-hour electrical maintenance and testing, as well as special projects and tenant improvement services. Valley was founded in 1982 by the Ward family, who held the company until the end of 2012.
On December 31, 2012, we acquired 96.3% of the outstanding shares of Valley. We funded the recapitalization of Valley with $42,572 of debt and $9,526 of equity financing. Through the recapitalization, we acquired a controlling interest in Valley for $7,449 in cash and 4,141,547 unregistered shares of our common stock. On June 24, 2014, Prospect and management of Valley formed Valley Electric and contributed their shares of Valley stock to Valley Electric. Valley management made an additional equity investment in Valley Electric, reducing our ownership to 94.99%.
Due to stronger operating results, the Board of Directors increased the fair value of our investment in Valley Electric to $37,396 as of September 30, 2015, a discount of $21,981 from its amortized cost, compared to the $28,340 unrealized depreciation recorded at June 30, 2015.
Equity positions in the portfolio are susceptible to potentially significant changes in value, both increases as well as decreases, due to changes in operating results. Several of our controlled companies experienced such volatility and we recorded corresponding fluctuations in valuations during the three months ended September 30, 2015. See above for discussions regarding the fluctuations in Harbortouch, NPRC, UPRC, and Valley Electric. During the three months ended September 30, 2015, the value of our investment in CP Energy decreased by $5,330 as a result of depressed earnings resulting from softness of the energy markets; Echelon decreased by $8,388 due to an early lease termination for one aircraft; and R-V decreased by $7,478 due to lower sales profitability. In total, nine of the controlled investments are valued at the original investment amounts or higher, and six of the controlled investments have been valued at discounts to the original investment. Overall, at September 30, 2015, control investments are valued at $39,375 above their amortized cost.
We hold one affiliate investment at September 30, 2015. Our affiliate portfolio company did not experience a significant change in valuation during the three months ended September 30, 2015.
With the non-control/non-affiliate investments, generally, there is less volatility related to our total investments because our equity positions tend to be smaller than with our control/affiliate investments, and debt investments are generally not as susceptible to large swings in value as equity investments. For debt investments, the fair value is generally limited on the high side to each loan’s par value, plus any prepayment premia that could be imposed. Many of the debt investments in this category have not experienced a significant change in value, as they were previously valued at or near par value. Non-control/non-affiliate investments did not experience significant changes and are generally performing as expected or better than expected. During the three months ended September 30, 2015, the value of our CLO investments decreased by $13,058 due to market fluctuations. Overall, at September 30, 2015, non-control/non-affiliate investments are valued $51,368 below their amortized cost.
Capitalization
Our investment activities are capital intensive and the availability and cost of capital is a critical component of our business. We capitalize our business with a combination of debt and equity. Our debt as of September 30, 2015 consists of: a Revolving Credit Facility availing us of the ability to borrow debt subject to borrowing base determinations; Convertible Notes which we issued in December 2010, February 2011, April 2012, August 2012, December 2012 and April 2014; Public Notes which we issued in March 2013 and April 2014; and Prospect Capital InterNotes® which we issue from time to time. Our equity capital is comprised entirely of common equity.
The following table shows the maximum draw amounts and outstanding borrowings of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of September 30, 2015 and June 30, 2015.
|
| | | | | | | | | | | | | | | |
| September 30, 2015 | | June 30, 2015 |
| Maximum Draw Amount | | Amount Outstanding | | Maximum Draw Amount | | Amount Outstanding |
Revolving Credit Facility | $ | 885,000 |
| | $ | 156,700 |
| | $ | 885,000 |
| | $ | 368,700 |
|
Convertible Notes | 1,239,500 |
| | 1,239,500 |
| | 1,239,500 |
| | 1,239,500 |
|
Public Notes | 548,143 |
| | 548,143 |
| | 548,094 |
| | 548,094 |
|
Prospect Capital InterNotes® | 874,948 |
| | 874,948 |
| | 827,442 |
| | 827,442 |
|
Total | $ | 3,547,591 |
| | $ | 2,819,291 |
| | $ | 3,500,036 |
| | $ | 2,983,736 |
|
The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of September 30, 2015.
|
| | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total | | Less than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | After 5 Years |
Revolving Credit Facility | $ | 156,700 |
| | $ | — |
| | $ | — |
| | $ | 156,700 |
| | $ | — |
|
Convertible Notes | 1,239,500 |
| | 317,500 |
| | 530,000 |
| | 392,000 |
| | — |
|
Public Notes | 548,094 |
| |
|
| |
|
| | 300,000 |
| | 248,094 |
|
Prospect Capital InterNotes® | 874,948 |
| | — |
| | 54,509 |
| | 539,202 |
| | 281,237 |
|
Total Contractual Obligations | $ | 2,819,242 |
| | $ | 317,500 |
| | $ | 584,509 |
| | $ | 1,387,902 |
| | $ | 529,331 |
|
The following table shows the contractual maturities of our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® as of June 30, 2015.
|
| | | | | | | | | | | | | | | | | | | |
| Payments Due by Period |
| Total | | Less than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | After 5 Years |
Revolving Credit Facility | $ | 368,700 |
| | $ | — |
| | $ | — |
| | $ | 368,700 |
| | $ | — |
|
Convertible Notes | 1,239,500 |
| | 150,000 |
| | 497,500 |
| | 592,000 |
| | — |
|
Public Notes | 548,094 |
| | — |
| | — |
| | 300,000 |
| | 248,094 |
|
Prospect Capital InterNotes® | 827,442 |
| | — |
| | 54,509 |
| | 369,938 |
| | 402,995 |
|
Total Contractual Obligations | $ | 2,983,736 |
| | $ | 150,000 |
| | $ | 552,009 |
| | $ | 1,630,638 |
| | $ | 651,089 |
|
Historically, we have funded a portion of our cash needs through borrowings from banks, issuances of senior securities, including secured, unsecured and convertible debt securities, or issuances of common equity. For flexibility, we maintain a universal shelf registration statement that allows for the public offering and sale of our debt securities, common stock, preferred stock, subscription rights, and warrants and units to purchase such securities in an amount up to $5,000,000 less issuances to date. As of September 30, 2015, we can issue up to $4,774,492 of additional debt and equity securities in the public market under this shelf registration. We may from time to time issue securities pursuant to the shelf registration statement or otherwise pursuant to private offerings. The issuance of debt or equity securities will depend on future market conditions, funding needs and other factors and there can be no assurance that any such issuance will occur or be successful.
Each of our Unsecured Notes (as defined below) are our general, unsecured obligations and rank equal in right of payment with all of our existing and future unsecured indebtedness and will be senior in right of payment to any of our subordinated indebtedness that may be issued in the future. The Unsecured Notes are effectively subordinated to our existing secured indebtedness, such as our credit facility, and future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally subordinated to any existing and future liabilities and other indebtedness of any of our subsidiaries.
Revolving Credit Facility
On March 27, 2012, we closed on an extended and expanded credit facility with a syndicate of lenders through PCF (the “2012 Facility”). The lenders had extended commitments of $857,500 under the 2012 Facility as of June 30, 2014, which was increased to $877,500 in July 2014. The 2012 Facility included an accordion feature which allowed commitments to be increased up to $1,000,000 in the aggregate. Interest on borrowings under the 2012 Facility was one-month LIBOR plus 275 basis points with no minimum LIBOR floor. Additionally, the lenders charged a fee on the unused portion of the 2012 Facility equal to either 50 basis points if at least half of the credit facility is drawn or 100 basis points otherwise.
On August 29, 2014, we renegotiated the 2012 Facility and closed an expanded five and a half year revolving credit facility (the “2014 Facility” and collectively with the 2012 Facility, the “Revolving Credit Facility”). The lenders have extended commitments of $885,000 under the 2014 Facility as of September 30, 2015. The 2014 Facility includes an accordion feature which allows commitments to be increased up to $1,500,000 in the aggregate. The revolving period of the 2014 Facility extends through March 2019, with an additional one year amortization period (with distributions allowed) after the completion of the revolving period. During such one year amortization period, all principal payments on the pledged assets will be applied to reduce the balance. At the end of the one year amortization period, the remaining balance will become due, if required by the lenders.
The 2014 Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans, interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements. The 2014 Facility also contains certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, violation of which could result in the early termination of the 2014 Facility. The 2014 Facility also requires the maintenance of a minimum liquidity requirement. As of September 30, 2015, we were in compliance with the applicable covenants.
Interest on borrowings under the 2014 Facility is one-month LIBOR plus 225 basis points with no minimum LIBOR floor. Additionally, the lenders charge a fee on the unused portion of the 2014 Facility equal to either 50 basis points if at least 35% of the credit facility is drawn or 100 basis points otherwise. The 2014 Facility requires us to pledge assets as collateral in order to borrow under the credit facility.
As of September 30, 2015 and June 30, 2015, we had $724,982 and $721,800, respectively, available to us for borrowing under the Revolving Credit Facility, of which the amount outstanding was $156,700 and $368,700, respectively. As additional eligible investments are transferred to PCF and pledged under the Revolving Credit Facility, PCF will generate additional availability up
to the current commitment amount of $885,000. As of September 30, 2015, the investments, including money market funds, used as collateral for the Revolving Credit Facility had an aggregate fair value of $1,511,917, which represents 23.3% of our total investments and money market funds. These assets are held and owned by PCF, a bankruptcy remote special purpose entity, and as such, these investments are not available to our general creditors. The release of any assets from PCF requires the approval of the facility agent.
In connection with the origination and amendments of the Revolving Credit Facility, we incurred $12,405 of new fees and $3,539 of fees carried over for continuing participants from the previous facility, which are being amortized over the term of the facility in accordance with ASC 470-50, of which $9,587 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015. In accordance with ASC 470-50, we expensed $332 of fees relating to credit providers in the 2012 Facility who did not commit to the 2014 Facility.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $3,701 and $4,011, respectively, of interest costs, unused fees and amortization of financing costs on the Revolving Credit Facility as interest expense.
Convertible Notes
On December 21, 2010, we issued $150,000 aggregate principal amount of convertible notes that mature on December 15, 2015 (the “2015 Notes”), unless previously converted or repurchased in accordance with their terms. The 2015 Notes bear interest at a rate of 6.25% per year, payable semi-annually on June 15 and December 15 of each year, beginning June 15, 2011. Total proceeds from the issuance of the 2015 Notes, net of underwriting discounts and offering costs, were $145,200.
On February 18, 2011, we issued $172,500 aggregate principal amount of convertible notes that mature on August 15, 2016 (the “2016 Notes”), unless previously converted or repurchased in accordance with their terms. The 2016 Notes bear interest at a rate of 5.50% per year, payable semi-annually on February 15 and August 15 of each year, beginning August 15, 2011. Total proceeds from the issuance of the 2016 Notes, net of underwriting discounts and offering costs, were $167,325. Between January 30, 2012 and February 2, 2012, we repurchased $5,000 aggregate principal amount of the 2016 Notes at a price of 97.5, including commissions. The transactions resulted in our recognizing $10 of loss in the year ended June 30, 2012.
On April 16, 2012, we issued $130,000 aggregate principal amount of convertible notes that mature on October 15, 2017 (the “2017 Notes”), unless previously converted or repurchased in accordance with their terms. The 2017 Notes bear interest at a rate of 5.375% per year, payable semi-annually on April 15 and October 15 of each year, beginning October 15, 2012. Total proceeds from the issuance of the 2017 Notes, net of underwriting discounts and offering costs, were $126,035.
On August 14, 2012, we issued $200,000 aggregate principal amount of convertible notes that mature on March 15, 2018 (the “2018 Notes”), unless previously converted or repurchased in accordance with their terms. The 2018 Notes bear interest at a rate of 5.75% per year, payable semi-annually on March 15 and September 15 of each year, beginning March 15, 2013. Total proceeds from the issuance of the 2018 Notes, net of underwriting discounts and offering costs, were $193,600.
On December 21, 2012, we issued $200,000 aggregate principal amount of convertible notes that mature on January 15, 2019 (the “2019 Notes”), unless previously converted or repurchased in accordance with their terms. The 2019 Notes bear interest at a rate of 5.875% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2013. Total proceeds from the issuance of the 2019 Notes, net of underwriting discounts and offering costs, were $193,600.
On April 11, 2014, we issued $400,000 aggregate principal amount of convertible notes that mature on April 15, 2020 (the “2020 Notes”), unless previously converted or repurchased in accordance with their terms. The 2020 Notes bear interest at a rate of 4.75% per year, payable semi-annually on April 15 and October 15 each year, beginning October 15, 2014. Total proceeds from the issuance of the 2020 Notes, net of underwriting discounts and offering costs, were $387,500. On January 30, 2015, we repurchased $8,000 aggregate principal amount of the 2020 Notes at a price of 93.0, including commissions. As a result of this transaction, we recorded a gain in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net gain on the extinguishment of the 2020 Notes in the year ended June 30, 2015 was $332.
Certain key terms related to the convertible features for the 2015 Notes, the 2016 Notes, the 2017 Notes, the 2018 Notes, the 2019 Notes and the 2020 Notes (collectively, the “Convertible Notes”) are listed below.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| 2015 Notes |
| | 2016 Notes |
| | 2017 Notes |
| | 2018 Notes |
| | 2019 Notes |
| | 2020 Notes |
|
Initial conversion rate(1) | 88.0902 |
| | 78.3699 |
| | 85.8442 |
| | 82.3451 |
| | 79.7766 |
| | 80.6647 |
|
Initial conversion price | $ | 11.35 |
| | $ | 12.76 |
| | $ | 11.65 |
| | $ | 12.14 |
| | $ | 12.54 |
| | $ | 12.40 |
|
Conversion rate at September 30, 2015(1)(2) | 89.9752 |
| | 80.2196 |
| | 87.7516 |
| | 84.1497 |
| | 79.8248 |
| | 80.6670 |
|
Conversion price at September 30, 2015(2)(3) | $ | 11.11 |
| | $ | 12.47 |
| | $ | 11.40 |
| | $ | 11.88 |
| | $ | 12.53 |
| | $ | 12.40 |
|
Last conversion price calculation date | 12/21/2014 |
| | 2/18/2015 |
| | 4/16/2015 |
| | 8/14/2015 |
| | 12/21/2014 |
| | 4/11/2015 |
|
Dividend threshold amount (per share)(4) | $ | 0.101125 |
| | $ | 0.101150 |
| | $ | 0.101500 |
| | $ | 0.101600 |
| | $ | 0.110025 |
| | $ | 0.110525 |
|
| |
(1) | Conversion rates denominated in shares of common stock per $1 principal amount of the Convertible Notes converted. |
| |
(2) | Represents conversion rate and conversion price, as applicable, taking into account certain de minimis adjustments that will be made on the conversion date. |
| |
(3) | The conversion price in effect at September 30, 2015 was calculated on the last anniversary of the issuance and will be adjusted again on the next anniversary, unless the exercise price shall have changed by more than 1% before the anniversary. |
| |
(4) | The conversion rate is increased if monthly cash dividends paid to common shares exceed the monthly dividend threshold amount, subject to adjustment. |
In no event will the total number of shares of common stock issuable upon conversion exceed 96.8992 per $1 principal amount of the 2015 Notes (the “conversion rate cap”), except that, to the extent we receive written guidance or a no-action letter from the staff of the Securities and Exchange Commission (the “Guidance”) permitting us to adjust the conversion rate in certain instances without regard to the conversion rate cap and to make the 2015 Notes convertible into certain reference property in accordance with certain reclassifications, business combinations, asset sales and corporate events by us without regard to the conversion rate cap, we will make such adjustments without regard to the conversion rate cap and will also, to the extent that we make any such adjustment without regard to the conversion rate cap pursuant to the Guidance, adjust the conversion rate cap accordingly. We will use our commercially reasonable efforts to obtain such Guidance as promptly as practicable.
Prior to obtaining the Guidance, we will not engage in certain transactions that would result in an adjustment to the conversion rate increasing the conversion rate beyond what it would have been in the absence of such transaction unless we have engaged in a reverse stock split or share combination transaction such that in our reasonable best estimation, the conversion rate following the adjustment for such transaction will not be any closer to the conversion rate cap than it would have been in the absence of such transaction.
Upon conversion, unless a holder converts after a record date for an interest payment but prior to the corresponding interest payment date, the holder will receive a separate cash payment with respect to the notes surrendered for conversion representing accrued and unpaid interest to, but not including, the conversion date. Any such payment will be made on the settlement date applicable to the relevant conversion on the Convertible Notes.
No holder of Convertible Notes will be entitled to receive shares of our common stock upon conversion to the extent (but only to the extent) that such receipt would cause such converting holder to become, directly or indirectly, a beneficial owner (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of more than 5.0% of the shares of our common stock outstanding at such time. The 5.0% limitation shall no longer apply following the effective date of any fundamental change. We will not issue any shares in connection with the conversion or redemption of the Convertible Notes which would equal or exceed 20% of the shares outstanding at the time of the transaction in accordance with NASDAQ rules.
Subject to certain exceptions, holders may require us to repurchase, for cash, all or part of their Convertible Notes upon a fundamental change at a price equal to 100% of the principal amount of the Convertible Notes being repurchased plus any accrued and unpaid interest up to, but excluding, the fundamental change repurchase date. In addition, upon a fundamental change that constitutes a non-stock change of control we will also pay holders an amount in cash equal to the present value of all remaining interest payments (without duplication of the foregoing amounts) on such Convertible Notes through and including the maturity date.
In connection with the issuance of the Convertible Notes, we incurred $39,678 of fees which are being amortized over the terms of the notes, of which $19,407 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $18,729 and $18,589, respectively, of interest costs and amortization of financing costs on the Convertible Notes as interest expense.
Public Notes
On May 1, 2012, we issued $100,000 aggregate principal amount of unsecured notes that were scheduled to mature on November 15, 2022 (the “2022 Notes”). The 2022 Notes bore interest at a rate of 6.95% per year, payable quarterly on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2012. Total proceeds from the issuance of the 2022 Notes, net of underwriting discounts and offering costs, were $97,000. On May 15, 2015, we redeemed $100,000 aggregate principal amount of the 2022 Notes at par. In connection with this transaction, we recorded a loss in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net loss on the extinguishment of the 2022 Notes in the year ended June 30, 2015 was $2,600.
On March 15, 2013, we issued $250,000 aggregate principal amount of unsecured notes that mature on March 15, 2023 (the “2023 Notes”). The 2023 Notes bear interest at a rate of 5.875% per year, payable semi-annually on March 15 and September 15 of each year, beginning September 15, 2013. Total proceeds from the issuance of the 2023 Notes, net of underwriting discounts and offering costs, were $245,885.
On April 7, 2014, we issued $300,000 aggregate principal amount of unsecured notes that mature on July 15, 2019 (the “5.00% 2019 Notes”). Included in the issuance is $45,000 of Prospect Capital InterNotes® that were exchanged for the 5.00% 2019 Notes. The 5.00% 2019 Notes bear interest at a rate of 5.00% per year, payable semi-annually on January 15 and July 15 of each year, beginning July 15, 2014. Total proceeds from the issuance of the 5.00% 2019 Notes, net of underwriting discounts and offering costs, were $250,775.
The 2022 Notes, the 2023 Notes and the 5.00% 2019 Notes (collectively, the “Public Notes”) are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding.
In connection with the issuance of the 2023 Notes and the 5.00% 2019 Notes, we incurred $8,036 of fees which are being amortized over the term of the notes, of which $6,254 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $7,821 and $9,458, respectively, of interest costs and amortization of financing costs on the Public Notes as interest expense.
Prospect Capital InterNotes®
On February 16, 2012, we entered into a selling agent agreement (the “Selling Agent Agreement”) with Incapital LLC, as purchasing agent for our issuance and sale from time to time of up to $500,000 of Prospect Capital InterNotes® (the “InterNotes® Offering”), which was increased to $1,500,000 in May 2014. Additional agents may be appointed by us from time to time in connection with the InterNotes® Offering and become parties to the Selling Agent Agreement.
These notes are direct unsecured obligations and rank equally with all of our unsecured indebtedness from time to time outstanding. Each series of notes will be issued by a separate trust. These notes bear interest at fixed interest rates and offer a variety of maturities no less than twelve months from the original date of issuance.
During the three months ended September 30, 2015, we issued $48,134 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $47,381. These notes were issued with stated interest rates ranging from 4.625% to 5.25% with a weighted average interest rate of 5.06%. These notes mature between July 15, 2020 and March 15, 2022. The following table summarizes the Prospect Capital InterNotes® issued during the three months ended September 30, 2015.
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| | | | | | | | | | | |
Tenor at Origination (in years) | | Principal Amount | | Interest Rate Range | | Weighted Average Interest Rate | | Maturity Date Range |
5 | | $ | 17,784 |
| | 4.63%–4.75% | | 4.741 | % | | July 15, 2020 – September 15, 2020 |
6.5 | | 30,350 |
| | 5.10%–5.25% | | 5.24 | % | | January 15, 2022 – March 15, 2022 |
| | $ | 48,134 |
| | | | | | |
During the three months ended September 30, 2014, we did not issue any Prospect Capital InterNotes®. During the three months ended September 30, 2014, we repaid 1,365 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus.
During the three months ended September 30, 2015, we repaid $628 aggregate principal amount of Prospect Capital InterNotes® at par in accordance with the Survivor’s Option, as defined in the InterNotes® Offering prospectus. As a result of these transactions, we recorded a loss in the amount of the difference between the reacquisition price and the net carrying amount of the notes, net of the proportionate amount of unamortized debt issuance costs. The net loss on the extinguishment of Prospect Capital InterNotes® in the three months ended September 30, 2015 was $15. The following table summarizes the Prospect Capital InterNotes® outstanding as of September 30, 2015.
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| | | | | | | | | | | |
Tenor at Origination (in years) | | Principal Amount | | Interest Rate Range | | Weighted Average Interest Rate | | Maturity Date Range |
3 | | $ | 5,710 |
| | 4.00% | | 4.00 | % | | October 15, 2016 |
3.5 | | 3,109 |
| | 4.00% | | 4.00 | % | | April 15, 2017 |
4 | | 45,690 |
| | 3.75%–4.00% | | 3.92 | % | | November 15, 2017 – May 15, 2018 |
5 | | 225,472 |
| | 4.25%–5.00% | | 4.90 | % | | July 15, 2018 – September 15, 2020 |
5.20 | | 4,440 |
| | 4.63% | | 4.63 | % | | August 15, 2020 – September 15, 2020 |
5.3 | | 2,686 |
| | 4.63% | | 4.63 | % | | September 15, 2020 |
5.4 | | 5,000 |
| | 4.75% | | 4.75 | % | | August 15, 2019 |
5.5 | | 110,184 |
| | 4.25%–5.00% | | 4.65 | % | | February 15, 2019 – November 15, 2020 |
6 | | 2,197 |
| | 3.38% | | 3.38 | % | | April 15, 2021 – May 15, 2021 |
7 | | 36,062 |
| | 5.10%–5.50% | | 5.24 | % | | February 15, 2020 – March 15, 2022 |
7 | | 191,524 |
| | 4.00%–5.85% | | 5.13 | % | | September 15, 2019 – June 15, 2022 |
7.5 | | 1,996 |
| | 5.75% | | 5.75 | % | | February 15, 2021 |
10 | | 36,836 |
| | 3.29%–7.00% | | 6.12 | % | | March 15, 2022 – May 15, 2024 |
12 | | 2,978 |
| | 6.00% | | 6.00 | % | | November 15, 2025 – December 15, 2025 |
15 | | 17,365 |
| | 5.00%–6.00% | | 5.14 | % | | May 15, 2028 – November 15, 2028 |
18 | | 22,689 |
| | 4.13%–6.25% | | 5.52 | % | | December 15, 2030 – August 15, 2031 |
20 | | 4,530 |
| | 5.75%–6.00% | | 5.89 | % | | November 15, 2032 – October 15, 2033 |
25 | | 36,182 |
| | 6.25%–6.50% | | 6.39 | % | | August 15, 2038 – May 15, 2039 |
30 | | 120,298 |
| | 5.50%–6.75% | | 6.23 | % | | November 15, 2042 – October 15, 2043 |
| | $ | 874,948 |
| | | | |
| | |
The following table summarizes the Prospect Capital InterNotes® outstanding as of June 30, 2015.
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| | | | | | | | | | | |
Tenor at Origination (in years) | | Principal Amount | | Interest Rate Range | | Weighted Average Interest Rate | | Maturity Date Range |
3 | | $ | 5,710 |
| | 4.00% | | 4.00 | % | | October 15, 2016 |
3.5 | | 3,109 |
| | 4.00% | | 4.00 | % | | April 15, 2017 |
4 | | 45,690 |
| | 3.75%–4.00% | | 3.92 | % | | November 15, 2017 – May 15, 2018 |
5 | | 207,719 |
| | 4.25%–5.00% | | 4.92 | % | | July 15, 2018 – May 15, 2019 |
5.25 | | 7,126 |
| | 4.63%–4.625% | | 4.63 | % | | August 15, 2020 – September 15, 2020 |
5.5 | | 115,184 |
| | 4.25%–5.00% | | 4.65 | % | | February 15, 2019 – November 15, 2020 |
6.0 | | 2,197 |
| | 3.38%–3.375% | | 3.38 | % | | April 15, 2021 – May 15, 2021 |
6.5 | | 5,712 |
| | 5.10%–5.50% | | 5.23 | % | | February 15, 2020 – December 15, 2021 |
7.0 | | 191,549 |
| | 4.00%–5.85% | | 5.13 | % | | September 15, 2019 – June 15, 2022 |
7.5 | | 1,996 |
| | 5.75% | | 5.75 | % | | February 15, 2021 |
10 | | 36,925 |
| | 3.29%–7.00% | | 6.11 | % | | March 15, 2022 – May 15, 2024 |
12.0 | | 2,978 |
| | 6.00% | | 6.00 | % | | November 15, 2025 – December 15, 2025 |
15 | | 17,385 |
| | 5.00%–6.00% | | 5.14 | % | | May 15, 2028 – November 15, 2028 |
18 | | 22,729 |
| | 4.13%–6.25% | | 5.52 | % | | December 15, 2030 – August 15, 2031 |
20 | | 4,530 |
| | 5.75%–6.00% | | 5.89 | % | | November 15, 2032 – October 15, 2033 |
25 | | 36,320 |
| | 6.25%–6.50% | | 6.39 | % | | August 15, 2038 – May 15, 2039 |
30 | | 120,583 |
| | 5.50%–6.75% | | 6.23 | % | | November 15, 2042 – October 15, 2043 |
| | $ | 827,442 |
| | | | |
| | |
In connection with the issuance of Prospect Capital InterNotes®, we incurred $21,054 of fees which are being amortized over the term of the notes, of which $16,507 remains to be amortized and is included within deferred financing costs on the Consolidated Statement of Assets and Liabilities as of September 30, 2015.
During the three months ended September 30, 2015 and September 30, 2014, we recorded $11,706 and $10,856, respectively, of interest costs and amortization of financing costs on the Prospect Capital InterNotes® as interest expense.
Net Asset Value
During the three months ended September 30, 2015, we repurchased 4,358,750 shares of our common stock pursuant to our Repurchase Program for $31,530, or approximately $7.23 weighted average price per share at an approximately 30% discount to net asset value. Our net asset value per share was increased by approximately $0.04 as a result of the share repurchases. During the three months ended September 30, 2015, we issued 490,473 shares of our common stock in connection with the dividend reinvestment plan. The following table shows the calculation of net asset value per share as of September 30, 2015 and June 30, 2015.
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| | | | | | | | |
| | September 30, 2015 | | June 30, 2015 |
Net assets | | $ | 3,614,021 |
| | $ | 3,703,049 |
|
Shares of common stock issued and outstanding | | 355,222,482 |
| | 359,090,759 |
|
Net asset value per share | | $ | 10.17 |
| | $ | 10.31 |
|
Results of Operations
Net increase in net assets resulting from operations for the three months ended September 30, 2015 and September 30, 2014 was $27,817 and $84,108. During the three months ended September 30, 2015, the $56,291 decrease is primarily due to a $53,055 decrease in net realized and unrealized gains and losses on investments when comparing results for the quarters ended September 30, 2015 and September 30, 2014. (See “Net Realized Losses” and “Net Change in Unrealized Appreciation (Depreciation)” for further discussion.)
While we seek to maximize gains and minimize losses, our investments in portfolio companies can expose our capital to risks greater than those we may anticipate. These companies are typically not issuing securities rated investment grade, have limited resources, have limited operating history, have concentrated product lines or customers, are generally private companies with
limited operating information available and are likely to depend on a small core of management talents. Changes in any of these factors can have a significant impact on the value of the portfolio company.
Investment Income
We generate revenue in the form of interest income on the debt securities that we own, dividend income on any common or preferred stock that we own, and fees generated from the structuring of new deals. Our investments, if in the form of debt securities, will typically have a term of one to ten years and bear interest at a fixed or floating rate. To the extent achievable, we will seek to collateralize our investments by obtaining security interests in our portfolio companies’ assets. We also may acquire minority or majority equity interests in our portfolio companies, which may pay cash or in-kind dividends on a recurring or otherwise negotiated basis. In addition, we may generate revenue in other forms including prepayment penalties and possibly consulting fees. Any such fees generated in connection with our investments are recognized as earned.
Investment income, which consists of interest income, including accretion of loan origination fees and prepayment penalty fees, dividend income and other income, including settlement of net profits interests, overriding royalty interests and structuring fees, was $200,251 and $202,021 for the three months ended September 30, 2015 and September 30, 2014, respectively. The increases are primarily the result of a larger income producing portfolio. The following table describes the various components of investment income and the related levels of debt investments:
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| | | | | | | |
| Three Months Ended September 30, |
| 2015 | | 2014 |
Interest income | $ | 191,303 |
| | $ | 184,140 |
|
Dividend income | 3,215 |
| | 2,225 |
|
Other income | 5,733 |
| | 15,656 |
|
Total investment income | $ | 200,251 |
| | $ | 202,021 |
|
| | | |
Average debt principal of performing investments | $ | 6,385,514 |
| | $ | 6,005,104 |
|
Weighted average interest rate earned on performing debt and equity investments | 11.98 | % | | 12.27 | % |
Average interest income producing assets increased from to $6,005,104 for the three months ended September 30, 2014 to $6,385,514 for the three months ended September 30, 2015. The average interest earned on interest bearing performing assets decreased from 12.27% for the three months ended September 30, 2014 to 11.98% for the three months ended September 30, 2015. The decrease is primarily due to a decrease in interest income from our investment in CP Energy offset by originations in higher yielding investments.
Investment income is also generated from dividends and other income. Dividend income increased from $2,225 for the three months ended September 30, 2014 to $3,215 for the three months ended September 30, 2015. The increase in dividend income is primarily attributed to a $2,782 dividend received from our investment in CCPI. No such dividends were received from CCPI during the three months ended September 30, 2014. We received a $357 dividend related to our investment in Nationwide during the three months ended September 30, 2015. The increase in dividend income was partially offset by a decrease in the level of dividends received from our investments in Biotronic and Nationwide during the three months ended September 30, 2015. We received dividends of $1,430 and $671 received from our investments in Biotronic and Nationwide, respectively, during the three months ended September 30, 2014. The dividends received from Biotronic and Nationwide include distributions as part of follow-on financings in August and September 2014. No such dividends were received from Biotronic during the three months ended September 30, 2015.
Other income has come primarily from structuring fees, royalty interests, and settlement of net profits interests. Income from other sources decreased from $15,656 for the three months ended September 30, 2014 to $5,733 for the three months ended September 30, 2015. The decrease is primarily due to a $10,562 decrease in structuring fees. In November 2014, we elected to suspend our equity raising activities. The curtailment of capital raising activities reduced our origination activity. These fees are primarily generated from originations and will fluctuate as levels of originations and types of originations fluctuate. During the three months ended September 30, 2015 and September 30, 2014, we recognized structuring fees of $3,596 and $14,158, respectively, from new originations, restructurings, and follow-on investments. The $3,596 of structuring fees recognized during the three months ended September 30, 2015 resulted from follow-on investments and new originations, primarily from our investments in Crosman, Intelius, NPRC and System One, as discussed above. Included within the $14,158 of structuring fees recognized during the three months ended September 30, 2014 is a $3,000 fee from Airmall related to the sale of the operating company for which a fee was received in August 2014. The remaining $11,158 of structuring fees recognized during the three months ended September 30, 2014 resulted from follow-on investments in existing portfolio companies and new originations, primarily from our investments in Pacific World, Trinity and UPRC.
Operating Expenses
Our primary operating expenses consist of investment advisory fees (base management and income incentive fees), borrowing costs, legal and professional fees and other operating and overhead-related expenses. These expenses include our allocable portion of overhead under the Administration Agreement with Prospect Administration under which Prospect Administration provides administrative services and facilities for us. Our investment advisory fees compensate the Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses of our operations and transactions. Operating expenses were $109,009 and $107,558 for the three months ended September 30, 2015 and September 30, 2014, respectively.
The net base management fee was $32,954 and $33,165 for the three months ended September 30, 2015 and September 30, 2014, respectively ($0.09 and $0.10 per weighted average share, respectively). Total gross base management fee was $33,416 and $33,165 for the three months ended September 30, 2015. The $251 increase in total gross base management fee is directly related a an increase in average total assets. The Investment Adviser has entered into a servicing agreement with certain institutions, where we serve as the agent and collect a servicing fee on behalf of the Investment Adviser. During the three months ended September 30, 2015, we received payments of $462 from these institutions, on behalf of the Investment Adviser, for providing such services under the servicing agreement resulting in net total base management fee of $32,954 for the three months ended September 30, 2015. We were given a credit for these payments as a reduction of base management fee payable by us to the Investment Adviser during the three months ended September 30, 2015. No such payments were received during the three months ended September 30, 2014.
For the three months ended September 30, 2015 and September 30, 2014, we incurred $22,810 and $23,616 of income incentive fees, respectively ($0.06 and $0.07 per weighted average share, respectively). Income incentive fees remained stable year-over-year on a dollars basis, but the per share decrease was driven by a corresponding decrease in pre-incentive fee net investment income from $0.34 per weighted average share for the three months ended September 30, 2014 to $0.32 per weighted average share for the three months ended September 30, 2015, primarily due to decreases in other income per share. No capital gains incentive fee has yet been incurred pursuant to the Investment Advisory Agreement.
During the three months ended September 30, 2015 and September 30, 2014, we incurred $41,957 and $42,914, respectively, of interest expenses related to our Revolving Credit Facility, Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Notes”). These expenses are related directly to the leveraging capacity put into place for each of those periods and the levels of indebtedness actually undertaken in those periods.
The table below describes the various expenses of our Notes and the related indicators of leveraging capacity and indebtedness during these periods.
|
| | | | | | | |
| Three Months Ended September 30, |
| 2015 | | 2014 |
Interest on borrowings | $ | 37,316 |
| | $ | 37,010 |
|
Amortization of deferred financing costs | 3,556 |
| | 3,829 |
|
Accretion of discount on Public Notes | 49 |
| | 69 |
|
Facility commitment fees | 1,041 |
| | 2,006 |
|
Total interest and credit facility expenses | $ | 41,962 |
| | $ | 42,914 |
|
| | | |
Average principal debt outstanding | $ | 2,956,726 |
| | $ | 2,731,720 |
|
Weighted average stated interest rate on borrowings(1) | 5.05 | % | | 5.42 | % |
Weighted average interest rate on borrowings(2) | 5.68 | % | | 6.28 | % |
Revolving Credit Facility amount at beginning of period | $ | 885,000 |
| | $ | 857,500 |
|
| |
(1) | Includes only the stated interest expense. |
| |
(2) | Includes the stated interest expense, amortization of deferred financing costs, accretion of discount on Public Notes and commitment fees on the undrawn portion of our Revolving Credit Facility. |
Interest expense during the three months ended September 30, 2015 and 2014 is relatively stable due to increase utilization of our Revolving Credit Facility during the three months ended September 30, 2015 and the redemption of our 2022 Notes in May 2015. The weighted average stated interest rate on borrowings (excluding amortization, accretion and undrawn facility fees) decreased from 5.42% for the three months ended September 30, 2014 to 5.05% for the three months ended September 30, 2015. This decrease is primarily due to issuances of debt at lower rates and utilization of our Revolving Credit Facility.
The allocation of overhead expense from Prospect Administration was $4,907 and $3,471 for the three months ended September 30, 2015 and September 30, 2014, respectively. During the three months ended September 30, 2015 and September 30, 2014, we also incurred $600 managerial assistance due to Prospect Administration related to our consolidated entity First Tower Delaware, respectively, and $379 of overhead expense related to our consolidated entity SB Forging during the three months ended September 30, 2015, further increasing our overhead. Prospect Administration received estimated payments of $1,708 and $1,055 directly from our portfolio companies for legal, tax and portfolio level accounting services during the three months ended September 30, 2015 and 2014, respectively. We were given a credit for these payments as a reduction of the administrative services cost payable by us to Prospect Administration, resulting in net overhead expense of $4,178 and $3,016 during the three months ended September 30, 2015 and 2014, respectively. Had Prospect Administration not received these payments, Prospect Administration’s charges for its administrative services would have increased by these amounts. As our portfolio continues to grow, we expect Prospect Administration to continue to increase the size of its administrative and financial staff.
During the three months ended September 30, 2014 , we amended our excise tax returns resulting in the $4,200 reversal of previously recognized expense and we recorded a $2,200 prepaid asset for the amount our $4,500 excise tax payment exceeded the excise tax liability estimated through June 30, 2014. During the three months ended September 30, 2015, we determined that our accrued excise tax liability of $305 from June 30, 2015 was sufficient through September 30, 2015 and no additional excise tax expense was accrued.
Total operating expenses, net of investment advisory fees, interest and credit facility expenses, allocation of overhead from Prospect Administration and excise tax (“Other Operating Expenses”) were $7,110 and $4,847 for the three months ended September 30, 2015 and September 30, 2014, respectively. The increase of $2,263 during the three months ended September 30, 2015 is primarily due to an increase in our audit and tax related fees due to the growing size and complexity of our portfolio.
Net Investment Income
Net investment income represents the difference between investment income and operating expenses. Net investment income was $91,242 and $94,463 for the three months ended September 30, 2015 and September 30, 2014, respectively. The $3,221 decrase during the three months ended September 30, 2015, is primarily the result of a $9,923 decrease in other income offset by a $7,163 increase in interest income. (Refer to "Investment Income" above for further discussion.)
Net Realized Losses
During the three months ended September 30, 2015 and September 30, 2014, we recognized net realized losses on investments of $2,135 and $22,911, respectively. The net realized loss during the three months ended September 30, 2015 was primarily due to our small business whole loans. The net realized loss during the three months ended September 30, 2014 was primarily due to the sale of our investments in Airmall, Borga and BXC for which we recognized total realized losses of $23,011, as discussed above. During the three months ended September 30, 2014, we determined that our investment in Appalachian Energy LLC ("AEH") was impaired and recorded a realized loss of $2,042 for the amount that the amortized cost exceeded the fair value. These losses were partially offset by net realized gains from the proceeds collected on warrants redeemed from Snacks Parent Corporation, litigation settlements and the release of escrowed amounts due to us from several portfolio companies for which we recognized total realized gains of of $2,142.
During the three months ended September 30, 2015, we redeemed $539 aggregate principal amount of Prospect Capital InterNotes® (including amounts repaid in accordance with the Survivor’s Option). As a result of these transactions, we recognized net realized losses on debt extinguishment of $15 during the three months ended September 30, 2015. We did not recognize any gains or losses on debt extinguishment during the three months ended September 30, 2014.
Net Change in Unrealized (Depreciation) Appreciation
Net change in unrealized (depreciation) appreciation was ($61,275) and $12,556 for the three months ended September 30, 2015 and September 30, 2014, respectively. The variability in results is primarily due to the valuation of equity positions in our controlled company portfolio susceptible to significant changes in value, both increases as well as decreases, due to operating results. For the three months ended September 30, 2015, the ($61,275) net change in unrealized depreciation was driven primarily by our investments in Echelon, Harbortouch, NPRC, R-V and our CLO equity investments, as discussed above. For the three months ended September 30, 2014, the $12,556 net change in unrealized appreciation was driven by the sale of our investments in Airmall, Borga and BXC for which we eliminated the unrealized depreciation balances related to these investments. We also experienced significant write-ups in our investments in Ajax, Harbortouch, MITY and NPRC for the three months ended September 30, 2014. These instances of unrealized appreciation were partially offset by unrealized depreciation related to APRC, Echelon, Gulf Coast and Valley Electric.
Financial Condition, Liquidity and Capital Resources
For the three months ended September 30, 2015 and September 30, 2014, our operating activities provided $244,354 and $97,411 of cash, respectively. There were no investing activities for the three months ended September 30, 2015 and September 30, 2014. Financing activities used $(284,408) and provided $256,470 of cash during the three months ended September 30, 2015 and September 30, 2014, respectively, which included dividend payments of $85,755 and $109,951, respectively.
Our primary uses of funds have been to continue to invest in portfolio companies, through both debt and equity investments, repay outstanding borrowings and to make cash distributions to holders of our common stock.
Our primary sources of funds have historically been issuances of debt and equity. More recently, we have and may continue to fund a portion of our cash needs through repayments and opportunistic sales of our existing investment portfolio. We may also securitize a portion of our investments in unsecured or senior secured loans or other assets. Our objective is to put in place such borrowings in order to enable us to expand our portfolio. During the three months ended September 30, 2015, we borrowed $200,000 and made repayments totaling $412,000 under our Revolving Credit Facility. As of September 30, 2015, we had $156,700 outstanding on our Revolving Credit Facility, $1,239,500 outstanding on the Convertible Notes, Public Notes with a carrying value of $548,143, and $874,948 outstanding on the Prospect Capital InterNotes®. (See “Capitalization” above.)
Undrawn committed revolvers and delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 2.00%. As of September 30, 2015 and June 30, 2015, we had $84,184 and $88,288, respectively, of undrawn revolver and delayed draw term loan commitments to our portfolio companies. Our undrawn committed revolvers and delayed draw term loans are fair valued with zero value as of September 30, 2015 and June 30, 2015, respectively.
Our shareholders’ equity accounts as of September 30, 2015 and June 30, 2015 reflect cumulative shares issued as of those respective dates. Our common stock has been issued through public offerings, a registered direct offering, the exercise of over-allotment options on the part of the underwriters, our dividend reinvestment plan and in connection with the acquisition of certain controlled portfolio companies. When our common stock is issued, the related offering expenses have been charged against paid-in capital in excess of par. All underwriting fees and offering expenses were borne by us.
On August 24, 2011, our Board of Directors approved a share repurchase plan (the “Repurchase Program”) under which we may repurchase up to $100,000 of our common stock at prices below our net asset value per share. Prior to any repurchase, we are required to notify shareholders of our intention to purchase our common stock. Our last notice was delivered on June 16, 2015. This notice lasts for six months after notice is given. During the three months ended September 30, 2015, we repurchased 4,358,750 shares of our common stock pursuant to the Repurchase Program. Our net asset value per share was increased by approximately $0.04 as a result of the share repurchases.
On November 4, 2014, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, we can issue up to $4,774,492 of additional debt and equity securities in the public market as of September 30, 2015. See Recent Developments for updates to our Registration Statement subsequent to September 30, 2015.
Off-Balance Sheet Arrangements
As of September 30, 2015, we did not have any off-balance sheet liabilities or other contractual obligations that are reasonably likely to have a current or future material effect on our financial condition, other than those which originate from 1) the investment advisory and management agreement and the administration agreement and 2) the portfolio companies.
Recent Developments
On October 2, 2015, we provided $17,500 of first lien senior secured debt to Easy Gardener Products, Inc., a designer, marketer, and manufacturer of branded lawn and garden products.
On October 9, 2015, BAART Programs, Inc. repaid the $42,866 loans receivable to us.
On October 16, 2015, we made a $37,000 second lien secured debt investment in Universal Fiber Systems, LLC, a manufacturer of custom and specialty fiber products used in high performance applications.
During the period from October 1, 2015 through November 4, 2015, we made four follow-on investments in NPRC totaling $31,400 to support the online consumer lending initiative. We invested $4,710 of equity through NPH and $26,690 of debt directly to ACL Loan Holdings, Inc., a wholly-owned subsidiary of NPRC. Additionally, during the period from October 1, 2015 through November 4, 2015, we received partial repayments of $40,460 of the loans previously outstanding and $7,140 as a return of capital on the equity investment in NPRC.
During the period from October 1, 2015 through November 4, 2015, our wholly-owned subsidiary PSBL purchased $3,131 of small business whole loans from OnDeck.
During the period from October 1, 2015 through November 4, 2015, we issued $11,730 aggregate principal amount of Prospect Capital InterNotes® for net proceeds of $11,559.
During the period from October 1, 2015 through October 21, 2015, we repurchased 200,000 shares of our common stock at an average price of $7.46 per share, including commissions. No additional repurchases were made after October 21, 2015.
On November 2, 2015, we provided $50,000 of first lien senior secured debt to Coverall North America, Inc., a leading franchiser of commercial cleaning businesses. As part of the transaction, we received repayment of the $49,600 loan outstanding.
On November 3, 2015, our Registration Statement on Form N-2 was declared effective by the SEC. Under this Shelf Registration Statement, we can issue up to $5,000,000 of additional debt and equity securities in the public market.
On November 4, 2015, we announced the declaration of monthly dividends in the following amounts and with the following dates:
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• | $0.08333 per share for November 2015 to holders of record on November 30, 2015 with a payment date of December 24, 2015; |
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• | $0.08333 per share for December 2015 to holders of record on December 31, 2015 with a payment date of January 21, 2016; and |
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• | $0.08333 per share for January 2016 to holders of record on January 29, 2016 with a payment date of February 18, 2016. |
Critical Accounting Policies and Estimates
Basis of Presentation and Consolidation
The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) pursuant to the requirements for reporting on Form 10-K, ASC 946, Financial Services—Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. Our consolidated financial statements include the accounts of Prospect, PCF, PSBL, PYC, and the Consolidated Holding Companies. All intercompany balances and transactions have been eliminated in consolidation. The financial results of our non-substantially wholly-owned holding companies and operating portfolio company investments are not consolidated in the financial statements. Any operating companies owned by the Consolidated Holding Companies are not consolidated.
Use of Estimates
The preparation of the consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, and gains and losses during the reported period. Changes in the economic environment, financial markets, creditworthiness of our portfolio companies and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents include funds deposited with financial institutions and short-term, highly-liquid overnight investments in money market funds. Cash and cash equivalents are carried at cost which approximates fair value.
Investment Classification
We are a non-diversified company within the meaning of the 1940 Act. As required by the 1940 Act, we classify our investments by level of control. As defined in the 1940 Act, “Control Investments” are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of more than 25% of the voting securities of an investee company. Under the 1940 Act, “Affiliate Investments” are defined by a lesser degree of influence and are deemed to exist through the possession outright or via the right to acquire within 60 days or less, beneficial ownership of 5% or more of the outstanding voting securities of another person. “Non-Control/Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments.
Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains or losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported in due to broker for investments purchased or as a receivable for investments sold in the consolidated statements of assets and liabilities.
Investment Risks
Our investments are subject to a variety of risks. Those risks include the following:
Market Risk
Market risk represents the potential loss that can be caused by a change in the fair value of the financial instrument.
Credit Risk
Credit risk represents the risk that we would incur if the counterparties failed to perform pursuant to the terms of their agreements with us.
Liquidity Risk
Liquidity risk represents the possibility that we may not be able to rapidly adjust the size of our investment positions in times of high volatility and financial stress at a reasonable price.
Interest Rate Risk
Interest rate risk represents a change in interest rates, which could result in an adverse change in the fair value of an interest-bearing financial instrument.
Prepayment Risk
Many of our debt investments allow for prepayment of principal without penalty. Downward changes in interest rates may cause prepayments to occur at a faster than expected rate, thereby effectively shortening the maturity of the security and making the security less likely to be an income producing instrument.
Investment Valuation
To value our investments, we follow the guidance of ASC 820, Fair Value Measurement (“ASC 820”), that defines fair value, establishes a framework for measuring fair value in conformity with GAAP, and requires disclosures about fair value measurements. In accordance with ASC 820, the fair value of our investments is defined as the price that we would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment is transacted.
ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:
Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.
Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.
Level 3: Unobservable inputs for the asset or liability.
In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.
Our Board of Directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.
Investments for which market quotations are readily available are valued at such market quotations.
For most of our investments, market quotations are not available. With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation process each quarter, as described below.
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1. | Each portfolio company or investment is reviewed by our investment professionals with independent valuation firms engaged by our Board of Directors. |
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2. | The independent valuation firms conduct independent valuations and make their own independent assessments. |
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3. | The Audit Committee of our Board of Directors reviews and discusses the preliminary valuation of the Investment Adviser and that of the independent valuation firms. |
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4. | The Board of Directors discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of the Investment Adviser, the respective independent valuation firm and the Audit Committee. |
Our non-CLO investments are valued utilizing a yield analysis, enterprise value (“EV”) analysis, net asset value analysis, liquidation analysis, discounted cash flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads, dividend yields for certain investments and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first determined and allocated over the portfolio company’s securities in order of their preference relative to one another (i.e., “waterfall” allocation). To determine the EV, we typically use a market multiples approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net asset value analysis is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained from guideline public companies and/or relevant transactions. The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company’s assets. The discounted cash flow analysis uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about those future amounts.
In applying these methodologies, additional factors that we consider in valuing our investments may include, as we deem relevant: security covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer companies; the principal market; and enterprise values, among other factors.
Our investments in CLOs are classified as ASC 820 Level 3 securities and are valued using a discounted cash flow model. The valuations have been accomplished through the analysis of the CLO deal structures to identify the risk exposures from the modeling point of view as well as to determine an appropriate call date. For each CLO security, the most appropriate valuation approach has been chosen from alternative approaches to ensure the most accurate valuation for such security. To value a CLO, both the assets and the liabilities of the CLO capital structure are modeled. We use a waterfall engine to store the collateral data, generate collateral cash flows from the assets based on various assumptions for the risk factors, distribute the cash flows to the liability structure based on the payment priorities, and discount them back using current market discount rates. The main risk factors are: default risk, interest rate risk, downgrade risk, and credit spread risk.
Valuation of Other Financial Assets and Financial Liabilities
ASC 825, Financial Instruments, specifically ASC 825-10-25, permits an entity to choose, at specified election dates, to measure eligible items at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. See Note 8 for further discussion of our financial liabilities that are measured using another measurement attribute.
Our undrawn committed revolvers and delayed draw term loans are fair valued with zero value. See Note 3 for further discussion.
Convertible Notes
We have recorded the Convertible Notes at their contractual amounts. The Convertible Notes were analyzed for any features that would require bifurcation and such features were determined to be immaterial. See Note 5 for further discussion.
Revenue Recognition
Realized gains or losses on the sale of investments are calculated using the specific identification method.
Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or commitment fees associated with investments in portfolio companies are accreted into interest income over the respective terms of the applicable loans. Accretion of such purchase discounts or amortization of premiums is calculated by the effective interest method as of the purchase date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or debt security, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as interest income. The purchase discount for portfolio investments acquired from Patriot Capital Funding, Inc. (“Patriot”) was determined based on the difference between par value and fair value as of December 2, 2009, and continued to accrete until maturity or repayment of the respective loans. As of December 31, 2013, the purchase discount for the assets acquired from Patriot had been fully accreted. See Note 3 for further discussion.
Loans are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Unpaid accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and in management’s judgment, is likely to remain current. As of September 30, 2015, approximately 1.4% of our total assets are in non-accrual status.
Interest income from investments in the “equity” class of security of CLO funds (typically preferred shares, income notes or subordinated notes) and “equity” class of security of securitized trust is recorded based upon an estimation of an effective yield to expected maturity utilizing assumed cash flows in accordance with ASC 325-40, Beneficial Interests in Securitized Financial Assets. We monitor the expected cash inflows from our CLO and securitized equity investments, including the expected residual payments, and the effective yield is determined and updated periodically.
Dividend income is recorded on the ex-dividend date.
Structuring fees and similar fees are recognized as income as earned, usually when paid. Structuring fees, excess deal deposits, net profits interests and overriding royalty interests are included in other income. See Note 10 for further discussion.
Federal and State Income Taxes
We have elected to be treated as a regulated investment company and intend to continue to comply with the requirements of the Code applicable to regulated investment companies. We are required to distribute at least 90% of our investment company taxable income and intend to distribute (or retain through a deemed distribution) all of our investment company taxable income and net capital gain to stockholders; therefore, we have made no provision for income taxes. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.
If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay an excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated excess taxable income. For the calendar year ended December 31, 2014, we incurred an excise tax expense of $461 because our annual taxable income exceeded our distributions. As of September 30, 2015, we had a payable of $305 for excise taxes as our expected excise tax liability exceeded our excise tax payments through September 30, 2015. This amount is included within accrued expenses on the Consolidated Statement of Assets and Liabilities as of June 30, 2015.
If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would we be required to make distributions. Distributions would generally be taxable to our individual and other non-corporate taxable stockholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits, provided certain holding period and other requirements are met. Subject to certain limitations under the Code, corporate distributions would be eligible for the dividends-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our shareholders our accumulated earnings and profits attributable to non-RIC years reduced by an interest charge of 50% of such earnings and profits payable by us as an additional tax. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of ten years.
We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the consolidated financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. As of September 30, 2014 and September 30, 2015 and for the years then ended, we did not have a liability for any tax benefits. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal. Our tax returns for our federal tax years ending August 31, 2012 and thereafter remain subject to examination by the Internal Revenue Service.
Dividends and Distributions
Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our Board of Directors quarterly and is generally based upon our management’s estimate of our future earnings. Net realized capital gains, if any, are distributed at least annually.
Financing Costs
We record origination expenses related to our Revolving Credit Facility and Convertible Notes, Public Notes and Prospect Capital InterNotes® (collectively, our “Unsecured Notes”) as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method for our Revolving Credit Facility and the effective interest method for our Unsecured Notes over the respective expected life or maturity. In the event that we modify or extinguish our debt before maturity, we follow the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For modifications to or exchanges of our Revolving Credit Facility, any unamortized deferred costs relating to lenders who are not part of the new lending group are expensed. For extinguishments of our Unsecured Notes, any unamortized deferred costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
We record registration expenses related to shelf filings as prepaid assets. These expenses consist principally of SEC registration fees, legal fees and accounting fees incurred. These prepaid assets are charged to capital upon the receipt of proceeds from an equity offering or charged to expense if no offering is completed.
Guarantees and Indemnification Agreements
We follow ASC 460, Guarantees (“ASC 460”). ASC 460 elaborates on the disclosure requirements of a guarantor in its interim and annual consolidated financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the inception of a guarantee, for those guarantees that are covered by ASC 460, the fair value of the obligation undertaken in issuing certain guarantees.
Per Share Information
Net increase or decrease in net assets resulting from operations per share is calculated using the weighted average number of common shares outstanding for the period presented. In accordance with ASC 946, convertible securities are not considered in the calculation of net asset value per share.
Recent Accounting Pronouncements
In April 2015, the FASB issued Accounting Standards Update 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset. The new guidance will make the presentation of debt issuance costs consistent with the presentation of debt discounts or premiums. ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance must be applied on a retrospective basis to all prior periods presented in the financial statements. The adoption of the amended guidance in ASU 2015-03 is not expected to have a significant effect on our consolidated financial statements and disclosures.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates and equity price risk. Some of the loans in our portfolio have floating interest rates.
We may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of higher interest rates with respect to our portfolio of investments. During the year ended September 30, 2015, we did not engage in hedging activities.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 30, 2015, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the 1934 Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
Item 1. Legal Proceedings
From time to time, we may become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, employment, tax, regulation, contract or other matters. The resolution of such of these matters as may arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any such litigation as of September 30, 2015.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended June 30, 2015, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits, Financial Statement Schedules
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 601 of Regulation S-K):
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Exhibit No. |
3.1 | Articles of Amendment and Restatement(1) |
3.2 | Amended and Restated Bylaws(2) |
4.1 | Three Hundred Sixty-Third Supplemental Indenture dated as of July 2, 2015, to the Indenture dated as of February 16, 2012, by and between the Registrant and U.S. Bank National Association, as Successor Trustee pursuant to the Agreement of Resignation, Appointment and Acceptance dated as of March 12, 2012, by and among the Registrant, American Stock Transfer & Trust Company, LLC, as Retiring Trustee, and U.S. Bank National Association, as Successor Trustee (the “U.S. Bank Indenture”) and Form of 4.625% Prospect Capital InterNote® due 2020(3) |
4.2 | Three Hundred Sixty-Fourth Supplemental Indenture dated as of July 2, 2015, to the U.S. Bank Indenture and Form of 5.100% Prospect Capital InterNote® due 2021(3) |
4.3 | Three Hundred Sixty-Fifth Supplemental Indenture dated as of July 9, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(4) |
4.4 | Three Hundred Sixty-Sixth Supplemental Indenture dated as of July 9, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(4) |
4.5 | Three Hundred Sixty-Seventh Supplemental Indenture dated as of July 16, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(5) |
4.6 | Three Hundred Sixty-Eighth Supplemental Indenture dated as of July 16, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(5) |
4.7 | Three Hundred Sixty-Ninth Supplemental Indenture dated as of July 23, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(6) |
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Exhibit No. |
4.8 | Three Hundred Seventieth Supplemental Indenture dated as of July 23, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(6) |
4.9 | Three Hundred Seventy-First Supplemental Indenture dated as of July 30, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(7) |
4.10 | Three Hundred Seventy-Second Supplemental Indenture dated as of July 30, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(7) |
4.11 | Three Hundred Seventy-Third Supplemental Indenture dated as of August 6, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(8) |
4.12 | Three Hundred Seventy-Fourth Supplemental Indenture dated as of August 6, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(8) |
4.13 | Three Hundred Seventy-Fifth Supplemental Indenture dated as of August 13, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(9) |
4.14 | Three Hundred Seventy-Sixth Supplemental Indenture dated as of August 13, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(9) |
4.15 | Three Hundred Seventy-Fifth Supplemental Indenture dated as of August 20, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(10) |
4.16 | Three Hundred Seventy-Sixth Supplemental Indenture dated as of August 20, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(10) |
4.17 | Three Hundred Seventy-Ninth Supplemental Indenture dated as of August 27, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(11) |
4.18 | Three Hundred Eightieth Supplemental Indenture dated as of August 27, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(11) |
4.19 | Three Hundred Eighty-One Supplemental Indenture dated as of September 11, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(12) |
4.20 | Three Hundred Eighty-Second Supplemental Indenture dated as of September 11, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(12) |
4.21 | Three Hundred Eighty-Third Supplemental Indenture dated as of September 17, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(13) |
4.22 | Three Hundred Eighty-Fourth Supplemental Indenture dated as of September 17, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(13) |
4.23 | Three Hundred Eighty-Fifth Supplemental Indenture dated as of September 24, 2015, to the U.S. Bank Indenture and Form of 4.750% Prospect Capital InterNote® due 2020(14) |
4.24 | Three Hundred Eighty-Sixth Supplemental Indenture dated as of September 24, 2015, to the U.S. Bank Indenture and Form of 5.250% Prospect Capital InterNote® due 2022(14) |
11 | Computation of Per Share Earnings (included in the notes to the financial statements contained in this report) |
12 | Computation of Ratios (included in the notes to the financial statements contained in this report) |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended* |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended* |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)* |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)* |
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* | Filed herewith. |
(1) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on May 9, 2014. |
(2) | Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K, filed on August 26, 2011. |
(3) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 32 to the Registration Statement on Form N-2, filed on July 2, 2015. |
(4) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 33 to the Registration Statement on Form N-2, filed on July 9, 2015. |
(5) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 34 to the Registration Statement on Form N-2, filed on July 16, 2015. |
(6) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 35 to the Registration Statement on Form N-2, filed on July 23, 2015. |
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(7) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 36 to the Registration Statement on Form N-2, filed on July 30, 2015. |
(8) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 37 to the Registration Statement on Form N-2, filed on August 6, 2015. |
(9) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 38 to the Registration Statement on Form N-2, filed on August 13, 2015. |
(10) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 39 to the Registration Statement on Form N-2, filed on August 20, 2015. |
(11) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 40 to the Registration Statement on Form N-2, filed on August 27, 2015. |
(12) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 42 to the Registration Statement on Form N-2, filed on September 16, 2015. |
(13) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 43 to the Registration Statement on Form N-2, filed on September 17, 2015. |
(14) | Incorporated by reference from the Registrant's Post-Effective Amendment No. 44 to the Registration Statement on Form N-2, filed on September 24, 2015. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 4, 2015.
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PROSPECT CAPITAL CORPORATION |
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By: | /s/ JOHN F. BARRY III |
| John F. Barry III |
| Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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/s/ JOHN F. BARRY III | | /s/ ANDREW C. COOPER |
John F. Barry III | | Andrew C. Cooper |
Chairman of the Board, Chief Executive Officer and Director | | Director |
November 4, 2015 | | November 4, 2015 |
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/s/ BRIAN H. OSWALD | | /s/ WILLIAM J. GREMP |
Brian H. Oswald | | William J. Gremp |
Chief Financial Officer | | Director |
November 4, 2015 | | November 4, 2015 |
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/s/ M. GRIER ELIASEK | | /s/ EUGENE S. STARK |
M. Grier Eliasek | | Eugene S. Stark |
President, Chief Operating Officer and Director | | Director |
November 4, 2015 | | November 4, 2015 |