Good day and welcome to the Prospect Capital Corporation Third Fiscal Quarter Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to John Barry, Chairman and CEO. Please go ahead.

Thank you very much, Nicole. Joining me today on the call today are Grier Eliasek, our President and Chief Operating Officer; and Kristin Van Dask, our Chief Financial Officer. Kristin?

Thanks, John. This call is the property of Prospect Capital Corporation. Unauthorized use is prohibited. This call contains forward-looking statements within the meaning of the securities laws that are intended to be subject to Safe Harbor protection. Actual outcomes and results could differ materially from those forecast due to the impact of many factors. We do not undertake to update our forward-looking statements unless required by law. For additional disclosure, see our earnings press release, our 10-Q and our corporate presentation filed previously and available on the Investor Relations tab on our website, prospectstreet.com. Now, I will turn the call back over to John.

Thank you, Kristen. We were delighted last month to name Kristin Van Dask, as our Chief Financial Officer, a role Kristin is well equipped to perform as she moves into her second decade of tenure as part of our senior management team at Prospect. I also want to take this opportunity to thank Brian Oswald for his 10 years of loyal service to Prospect for which we are all most grateful. We hope Brian enjoys his retirement in sunny Florida, and gets his golf cap [ph] down to scratch which has been an objective for Brian for many years. Brian may not be on call because cell phones are not allowed on the golf course but we do hope that Brian listens to the recording. Again, thank you very much Brian for your decade of loyal service to Prospect. Back to the results; for the March 2018 quarter our net investment income or NII was $70.4 million or $0.195 per share, down less than $0.01 from the prior quarter, and exceeding our current dividend rate of $0.18 per share. NII decreased due to higher administrative overhead expense. As the economic cycle ages, we are not yield but are instead seeking to reduce risk and protect capital. We remain committed to our historic credit discipline which has served us well in the past. While we have a robust pipeline of potential investments in our target range for credit quality and yield, we are not chasing risky assets with low returns and so remained underinvested at March 31. We believe our disciplined approach to credit will continue to serve us well in the coming years. In the March 2018 quarter, we also maintained our objective to protect risk with a prudent net debt to equity ratio of 69.1%, down 6.5% from the…

Thanks, John. Our scale business with over 6 billion of assets and undrawn credit continues to deliver solid performance. Our experienced team consists of approximately 100 professionals, representing one of the largest middle market credit groups in the industry. With our scale, longevity, experience and deep bench we continue to focus on a diversified investment strategy that covers third-party private equity sponsor related and direct non-sponsor lending, prospect sponsored operating and financial buyouts, structured credit, real estate yield investing and online lending. As of March 2018, our controlled investments at fair value stood at 34.7% of our portfolio. This diversity allows us to source a broad range and high volume of opportunities then select in a disciplined bottoms up manner the opportunities we deem to be the most attractive on a risk-adjusted basis. Our team typically evaluates thousands of opportunities annually and invests in a disciplined manner in a low single digit percentage of such opportunities. Our non-bank structure gives us the flexibility to invest in multiple levels of the corporate capital stack with a preference for secured lending and senior loans. As of March 2018, our portfolio at fair value comprised 44.9% secured first lien, 23.2% secured second lien, 16.5% structured credit with underlying secured first lien collateral, 0.5% unsecured debt, and 14.9% equity investments resulting in 84% of our investments being assets with underlying secured debt benefiting from borrower pledge collateral. Prospects approach is one that generates attractive risk-adjusted yields, and our debt investments were generating an annualized yield of 12.9% as of March 2018, up 30 basis points in the prior quarter and the second straight quarterly increase. We also hold equity positions in certain investments that can act as yield enhancers or capital gains contributors as such positions generate distributions. We've continued to prioritize senior and…

Thank you, Grier. We believe our prudent leverage diversified access to mass book funding, substantial majority of unencumbered asset, and waiting toward unsecured fixed rate debt demonstrate both balance sheet strength, as well as substantial liquidity to capitalize on attractive opportunities. Our Company has locked in a ladder a fixed rate liabilities extending over 25 years into the future. While the significant majority of our loans were with LIBOR providing potential upside to shareholders as interest rates rise. We're a leader and innovator in our marketplace, we were the first company in our industry to issue a convertible bond, develop a notes program, issue an institutional bond, acquire another BDC and many other lists of first. Shareholders and unsecured creditors like to depreciate the thoughtful approach differentiated in our industry which we have taken towards construction of the right hand side of our balance sheet. As of March 2018, we held approximately $4.6 billion of our assets as unencumbered assets representing approximately 79% of our portfolio. The remaining assets are pledged to prospects capital funding which has a double A rated $885 million revolver with 21 banks, and with a $1.5 billion total sized accordion [ph] feature at our option. The revolver is priced at LIBOR plus 225 basis points, a 50 basis point reduction from the previous rate, and revolves until March 2019 followed by one year of amortization with interest distributions continuing to be allowed to us. Outside of our revolver and benefiting from our unencumbered assets, we've issued a prospect capital corporation multiple types of investment grade unsecured debt including convertible bonds, institutional bonds, baby bonds, and program notes. All of these types of unsecured debt have no financial covenants, no asset restrictions, and no cross default with our revolver. We enjoy an investment grade triple B…

Thank you, Kristin. We're ready for questions.

[Operator Instructions] And our first question comes from Christopher Nolan of National Security Corporation.

I just wanted to talk about Atlantis [ph] Healthcare; obviously operating in Puerto Rico since Hurricane Maria in September; I'm just curious if you could comment on if they had any power outages in any of the locations since the hurricane?

I greatly appreciate the question because we are worried about the people in Puerto Rico, it seems that it's been a very slow process getting that grid back up and running, getting power, or even water to these communities and people are really suffering there. So of course, we also have an investment in Atlantis. To my great surprise, 16 of 17 locations have been operating continuously since the hurricane and I don't know Grier what's the latest on the 17, is that up and running?

I'm not sure about the '17 but there is backup power which we -- the company had in place when the hurricane hit as prudent risk management, and that was supplemented with greater redundant systems. So from a credit standpoint because we're a lender of the company, not an owner; the business had delivered rapidly before that point, leverage has picked up a bit but this is not one that we're worried about. Census counts are growing again, things are operating recently smoothly from a healthcare delivery standpoint, so this is not a credit right now on our worry list.

And have the evacuations of people there caused any slowdown for the services that they are providing?

Well, my understanding is that there were some patients that needed to be relocated to the mainland, particularly patients that didn't have the -- let's say family and friends, support network to be able to get transported to our locations but for those with that support network in place they continued. My understanding is some patients have returned, some are still on the mainland. Since those counts are not where they were in August before the hurricane struck but they're -- they've increased; and they get from a credit standpoint this is one where we're obviously watching very carefully but not one on the worry list.

Looking at the CL [ph] equity, the cash flows were down during the quarter; can you guys just sort of quantify how much of that was due to refine and reset during the quarter versus freight compression?

I have a specific breakdown but the vast bulk of the reduction was because of spread compression with an increase in the Fed funds rate increasing LIBOR causing the cost of liabilities to go up, that's already modeled into largely on the gas side what was expected because the LIBOR forward curve is used for GAAP income recognition and that -- those are said moves were -- had very little surprise attached to them, one quarter ago; so already largely factored in. From a cash yield, perspective there is a partial impact short-term from doing a reset in refinancing and that we often will use third-party financing income, ex-notes which are just a way to fund upfront reset costs cheaply with third-party capital as opposed to injecting capital into the equity tranche; some deals don't need any such capital as well in fact cash gets so-called flushed to the equity as additional consideration at time zero, call that an infinite IRR investment decision. So if you remove some of those deals which had the ex-notes, you see about 100 basis points increase in cash yield just to give you a sense of that magnitude; so that's kind of a short-term aspect that should correct itself in the current June quarter, Chris.

So there should probably be less refi activity in the current quarter?

No, not at all, in fact the opposite; that just refers to the deals that we refinanced largely through a resetting and refinancing where we extend maturity and it's not just reducing the cost of liabilities, it's also -- by extending the deal our management teams were able to purchase longer dated collateral which has a higher spread attached to it. When you get closer to the end of the deal and you're managing your weighted average life tests, you have to buy shorter dated collateral which has thinner spreads attached to it than longer dated collateral. So there is a double benefit there Chris. We've reset -- just to give you a sense -- 7 deals in the March quarter and we are currently budgeting -- we'll see how many week we get done but we're budgeting around 11 deals to reset which we've already done multiple deals quarter-to-date in the June quarter. So that's an increase in reset activity of about 50%; so it's a pretty active schedule for what's going on and we're quite proactive in making sure we are early in the queue for that activity to do what is appropriating correct to do economically with these deals given where we are in the cycle. And as a majority investor to go the management team, account for a large percentage of the tranche, and so can act more swiftly than perhaps other deals which take time to assemble the appropriate voting of the same tranche, we already have a lot of that in place already.

And just -- you guys have discussed at length for a few quarters now, kind of moving upto capital stack and being cognizant of where we are in the credit cycle, you guys had the Board approve the leverage increase and kind of withdrew it after S&P's reaction. Now Fiche [ph] has a different reaction, just curious how you're looking at this decision and whether there is any inclination that you guys might actually revisit increasing a statutory leverage availability?

We have no plans to revisit that level. It's pretty straightforward what occurred; we saw that as a 1940 Act regulatory level, and we want to make sure to be careful to explain that. A regulatory limit is not the same as actually availing yourself of utilizing a higher leverage but there are certain benefits too from a cushion standpoint and mark-to-market and recessions etcetera that we saw from having a wider call it defactor regulatory covenant in place. Now, the corporations of course have no such limit and they don't lever infinitely; so we shouldn't conflate those too. What we're seeing I think here -- now, we have the benefit of a month and a half or so from the new building passed and rating agency reaction is same; what I see -- what we see is a bifurcation market between folks interested in being relevant to the bond market which generally tends to mean staying at 200% assets coverage, and folks that are focused or shifting their model towards focusing on secured financings. I would encourage folks to think about it's not just the amount of leverage but the type of leverage that matters, and we intend on -- of course, we have our bank revolver but we intend upon being quite relevant and managing our risk prudently and demonstrating that with the bond market and view that as a less risky place to be in the late endings of the business cycle approaching some sort of economic slowdown recession most likely in the next couple of years. If you're 100% dependent on secured financings and the significant bills and whistles that go -- come along with that, you have other risks that come into play and we saw that occur during the last cycle, and we of course were a significant beneficiary of that as a consolidator in the industry. So short answer again is, 200% we plan on staying at that level for asset coverage and continuing to be a relevant and leader for institutional and non-institutional term debt issuance.

And what led to be pretty big increase in dividend income on control investments and the other income as well and the controlled investments on the quarter?

The biggest factor is that we've had wonderful success in our real estate business which is really an income growth business which is a nice counterweight and diversified revenue stream with the corporate credit book in a part loan corporate credit business of course, you have one direction to go which is actually down through the fall; so unless you have some type of ops or income growth it's hard to have a minute [ph]. Yet we have that in our real estate business; I mentioned seven different realizations which we've had I believe more than a 25% internal rate of return, close to 2x cash-on-cash today. We do a very disciplined look at a real estate book frequently on whether it makes sense to exit a position, to add a supplemental financing, to do a complete refinancing or to hold the position and continue optimizing and executing on our value-added program which involves essentially refurbishing units and the common areas with appropriate associated rent gains as well. So it's been a quite effective strategy, we see on a macro level continue tailwind for that business demographically, given homeownership trends and importantly, given the activity of seniors that downsize into apartments. We see an attractive supply demand equation as well, there has been -- there has not been a huge surge of construction of so-called workforce housing, affordable type of housing, what little there has been it's been more the luxury end of the equation which is not what we focus on. So we intend on continuing with that business and through NPRC and or our excellent management team there, and we've got a nice storehouse of dividend income there that we see repeating itself by virtue of the success of that business on top of the interest income. So that's largely what you saw occur in the March quarter which we hope and expect to continue, Chris.

So as lot of that increase grew to -- you know, increases and realization as opposed to NOI on the properties?

It's both, Chris.

Okay. But I'm just trying to figure on which -- because I mean, the needle was moved pretty heavily on that, so I'm just trying to quantify which one moved it more?

The realizations; we did have some realizations in the last few months, so from an immediate quarter standpoint the realization had a greater impact but NOI growth has been significant and we expect that to continue.

Congrats on Brian for retiring; I'm just curious, if -- you have your CFO retiring as a public company, why not kind of announce this in advance and make a press release about it? There is a lot of confusion and people kind of speculating what's going on, and then you guys revealed today that Mr. Oswald retired but there was a long period of time where there was kind of radio silence in terms of what was the release to the public regarding his departure.

Well, I guess we received comments that we need to ballyhoo more our stock purchases, we need to ballyhoo more Kristin van Dask being promoted to CFO after being number two for so many years, we need to beat the drum for how much we hope Brian will enjoy sunny Florida. I guess, I've always felt being understated is a better approach to life; so people can rewind the call, they can hear at the beginning we tried to address those points, we're grateful for all that Brian has done, we're thrilled that Kristin has been Brain's understudy for 10 years, and we have a seamless transition. Somehow it sounds like boasting to me and I'd rather not be boastful, I'd rather just be workman-like, and do our job and let the numbers speak for themselves. I know people wish that there was more showmanship here but it's just not our nature.

Our next question comes from Robert Dodd of Raymond James.

I'm kind of following up with a couple of Chris's questions actually; and so [indiscernible]. On the weak side, obviously been a successful business for you, it looks like it also got -- I don't want to say restructure but the capital structure got adjusted during the quarter. So there is no loan through that to American consumer lending, I mean does that business still held within the week? And was there a particular reason why the capital structure was adjusted to kind of take out the loans directly to that -- going to through the roof if it's still there?

Robert, you're referring to is there has been some direct loans to the ACL's subsidiary of NPRC where the management team focuses as a portion of the business, it's a smaller portion, you've got to be careful to monitor the REITs tax tests. So that's really associated with the online business. The online business -- you didn't hear us say a whole lot about in our prepared remarks and the reason for that is that that business is likely to be a smaller inch [ph] of our books going forward than in the past. And the reason for that is significant because of cycle expectations, we take all of our strategies from an underwriting standpoint through the wringer by having expected based cases, and then of course downside cases but the expected cases across all of our strategies assume a recession occurring, this is not a shop that takes a trailing 12 months profitability and flat lines it add into an item, we don't think that's an appropriate way to underwrite at all; particularly, if you have any type of cyclicality in the most businesses strategy and just they are not completely immune to the business cycle. So with consumer finance, unless you have a mid-again through a higher APR business and bricks-and-mortar businesses; first our credit central, especially our higher APR bricks-and-mortar businesses with state-by-state licenses that makes that a lot easier. It's very hard to kind of a lower APR national lending model to get away from the cycle and in consumer credit unlike corporate credit when you have a default, generally speaks as if there has been a credit event of an individual usage because they've lost their job, and there is not much in the way of Medicaid [ph] when that happens, the recession. With a…

I really appreciate that color. I mean, just -- the next point I guess is obviously National probably did pay a $5.6 million dividend in the quarter, was that related to a payout between earnings and a one-off or is that because the business is doing well and that should be a continuing dividend payment?

Yes, [indiscernible] Robert with what we were discovering with Chris a moment ago. It's a culmination of the business of -- basically harvesting assets which we expect will be sort of a conveyor belt that will continue for a while, we've finished the value-added program for a property, we sell it, we bank it and there are dozens of properties in the book and we've only exited seven today.

But to your point, you've got -- you've successfully done that several times in the past, not just this quarter in terms of harvesting those gains but this was the first time that I can recall at least we saw a dividend from that entity and certainly in the last -- this year, rather this is the first quarter we've seen that. So is it that every seven there is going to be a dividend? I mean, I'm just trying to get an idea of how lumpy…

No, we expect to see recurring dividend income for the remaining quarters of 2018 from NPRC, not a one-off of the March quarter, we expect this to occur. It is dividend income, so it would be improvement to say that's going to be five-year phenomenon, basically. But in terms of visibility for the rest of 2018, we feel pretty good about dividend income and there is cash available. Earnings and profits, as you know, there are tax test that need to be met for such dividend income but let's not also forget about just growth of net operating income in the rest of the book on a recurring basis where above 12% weighted average yields at the asset level for that business and that's up in the last couple of years by at least a couple of hundred basis points. We've been successful finding some off-market acquisitions in conjunction with somewhere more prominent, repeat property-manager relationships. There is one asset we purchased, for example, at the very end of the December quarter which had close to 15% out-of-the-box cash yield as sort of a special situation but not every deal is going to be like that Robert, but we're having good success finding deals to be done there. And I would say it's interesting to compare and contrast real estate a bit with corporate credit; every asset class faces greater competition at this point of the cycle called cyclical competition. Corporate private debt is facing cyclical and secular increases in competition, so on a relative basis we're interestingly find somewhat of real estate deals that are quite as overbanked and over competitive as what we see on some of our sponsor finance deals.

By the way Robert, we like the area that you call home, the great Southeast of the United States.

I mean, I kind of like it too. So I appreciate the answers. Thanks, guys.

Thank you, Robert. And thank you, Chris.

This concludes our question-and-answer session. I would like to turn the conference back over to John Berry for any closing remarks.

Okay. Well, we want to thank everyone for joining our call. Grier told me that Brian did join from sunny Florida. Hello Brian, if you have any words to say, we'd all like to hear from you. If you can't get on the call, again, we want to reiterate what we said at the very beginning; we're grateful for your decade of service to us and the great training you did of Kristin Van Dask. So thank you all very much. Have a wonderful afternoon. Bye now.

Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.