Good day everyone and welcome to the Prospect Capital Corporation First Fiscal Quarter Earnings Release and 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 Chairman and CEO, John Barry. Please go ahead.

Thank you, William. Joining me 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’ll turn the call back over to John.

Thank you, Kristin. For the September 2018 quarter, our net investment income or NII was $85.2 million or $0.23 per share, up $0.01 from the prior quarter and exceeding our current dividend rate of $0.18 per share by $0.05. NII increased due to higher dividend income. In the September 2018 quarter, our net debt to equity ratio was 75.1%, up 3.5% from the prior year. Our net income for the quarter was $83.8 million or $0.23 per share, down $0.08 from the prior quarter. We are announcing monthly cash distributions to shareholders of $0.06 per share for each of November, December and January, representing 126 consecutive shareholder distributions. We plan on announcing our next series of shareholder distributions in February. Since our IPO nearly 15 years ago through our January 2019 distribution at our current share count, we will have paid out $16.98 per share to original shareholders, exceeding $2.7 billion in cumulative distributions to all shareholders. Our NAV stood at $9.39 per share in September 2018, up $0.04 from the prior quarter. Our balance sheet as of September 2018, comprised 87.8% floating rate interest earning assets and 85% fixed rate liabilities, positioning us to benefit from rate increases. Our percentage of total investment income from interest income was 88.4% in the September 2018 quarter, a decrease of 3.4% from the prior quarter as we increased our quarterly dividend income from NPRC and other controlled investments while continuing to focus on recurring income compared to one-time structuring fees. We believe there is no greater alignment between management and shareholders than for management to purchase a significant amount of stock, particularly when management has purchased stock on the same basis as other shareholders in the open market. Prospect’s management is the largest shareholder in Prospect and has never sold a single share. Management and affiliates on a combined basis have purchased at cost over $350 million of stock in Prospect. Our management team has been in the investment business for decades with experience handling both challenges and opportunities provided by dynamic economic and interest rate cycles. We have learned when it is more productive to reduce risk and to reach for yield, and the current environment is one of those time periods. At the same time, we believe the future will provide us with substantial opportunities to purchase attractive assets, utilizing the dry powder we’ve built and reserved. Thank you. I will now turn the call over to Grier.

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 September 2018, our controlled investments at fair value stood at 41.9% of our portfolio, down 0.1% from the prior quarter. 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 the preference for secured lending and senior loans. As of September 2018, our portfolio at fair value comprised 44.4% secured first lien, up 0.5% from the prior quarter; 21.7% secured second lien, down 0.4% from the prior quarter; 16.3% structured credit with underlying secured first lien collateral; 0.5% unsecured debt; and 17.1% equity investments, resulting in 82% of our investments being assets with underlying secured debt benefiting from borrower pledge collateral. Prospect’s approach is one that generates attractive risk adjusted yields. And our debt investments were generating an annualized yield of 13.5% as of September 2018, up 0.5% from the prior quarter and the fourth straight quarterly increase. We also hold equity positions in certain investments that can act as yield…

Thanks, Grier. We believe our prudent leverage, diversified access to matched-book funding, substantial majority of unencumbered assets, and weighting toward unsecured fixed rate debt demonstrate both balance sheet strengths, as well as substantial liquidity to capitalize on attractive opportunities. Our Company has locked in a ladder of fixed rate liabilities, extending 25 years into the future, while the significant majority of our loans float with LIBOR provide a potential upside to shareholders as interest rates rise. We are 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 alike should appreciate the thoughtful approach differentiated in our industry, which we have taken towards construction of the right-hand side of our balance sheet. As of September 2018, we held approximately $4.7 billion of our assets as unencumbered assets, representing approximately 75% of our portfolio. The remaining assets are pledged to Prospect Capital funding where we recently completed an extension of our revolver by 5.7 years, reducing the interest rate on drawn amounts to one-month LIBOR plus 220 basis points. We currently have $830 million of commitments from 21 banks with a $1.5 billion total size accordion feature at our option. We are targeting adding more commitments from additional lenders. The facility revolves until March 2022 followed by two years of amortization with interest distributions continuing to be allowed to us. Outside of our revolver and benefiting from our unencumbered assets, we’ve issued at Prospect Capital Corporation, including recently 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 commitments, no asset restrictions, and…

Thank you, Kristin. We can now answer any questions.

And we will now begin the question-and-answer session. [Operator Instructions] And today’s first questioner will be Leslie Vandergrift with Raymond James. Please go ahead you’re your question.

Hi. Good morning. Thank you for taking my questions. Dividend income this quarter was really healthy, $11 million from the private REIT and $3.5 million from Valley Electric, going forward is that a run rate or how much of that is sustainable?

Well, Leslie, as you know, dividends from any operating company are less predictable than interest income, which is contractually stead. So, I would say it’s less predictable. But we would not be taking these dividends now, unless we thought the companies were healthy enough to continue them. Grier?

Sure. To add to that on an expectation basis, we’ve seen substantial uptick in performance in both of those businesses, Valley and NPRC. NPRC obviously is a substantially larger operation for us. We would expect for Valley that dividend to continue, at least in the current quarter. And 2019 is looking quite promising as well, given the growing backlog nature of that business. With NPRC, we currently expect these distributions to continue, not only for the current quarter but into each calendar quarter of 2019 as well. And we’ll see if that’s beyond that. We’ve had significant success with our value added renovation program and have delivered realized IRRs on a growing number of assets in excess of 20%. We have multiple transactions under purchase agreement that are in closing mode right now, 3 more to be exact, beyond the ones that articulated, in each case with non-refundable deposits and well on a way towards closing. I suspect two of those have closed in the current quarter and another transaction in early 2019. And then, we’re always optimizing the book. And in addition to purchasing and making new investments, we’re looking at exiting -- increasingly just through an outright sale. Although, we have recast deals and we’ve examined refinancing options as well. So, we are quite pleased with not only the historical performance of a real estate book but also the outlook and the pipeline of exits. At the same time, we’re replenishing those with new originations. I think on a trailing 12-month basis, our new originations are almost identical to our exits that we have been well in excess of 2 times cash and cash multiples.

Thank you. And right now, the markets right where they are and a few more investors moving into leverage lending, is there any industry specific investments that have just been, I guess crazy would be the word for it on deal terms or pricing, any industry that is new that’s worth of waiting right now?

Well, I’ll give my thoughts and then see if John can add to it. But, we try not to be so tops down in analysis to, for a lack of better word, redline certain industries versus others. Having said that, there are some industries that are quite challenged that we tend not to do a whole lot and retail is one of those were we have zero retailers in our book today. And that’s a very difficult industry because of the secular trend towards online commerce and competitive margin drivers. Grocery would be another area we’re seeing significant oversupply going to it. But, with every analysis the company analysis and also capital structure analysis, there are certain technology-related companies that get levered to the hill out there that are levered and priced for that matter to perfection. And we often pass on those opportunities as well. So, it’s difficult to give a generic answer to that. It’s really individual credit by credit analysis that comes into play. John, anything you’d add to that?

I guess, Leslie, I bet, you have your own list of auto supply chain, restaurants, gambling. Right?

Yes. I would agree on at least three of those.

Right. Hotels, so people that are price takers. I remember somebody came in some years ago -- Grier would remember this quite well, came in -- the company is -- well, I shouldn’t name the company, they might not appreciate it. But, they came in for a loan, and the company was in the middle of the supply -- auto supply chain, a price taker on all of the company’s inputs or virtually all, which were mainly commodities, rubber being a significant component. And when the company manufactured products and turned around to sell to the big three, company discovered it was a price taker on that end too. So, that wasn’t an easy one to avoid. One of our competitors went into that transaction, and what I saw was it was restructured. So, we see certain areas where historically we’ve noticed there’s what would I call, price risk, volume risk, fashion risk. And what happens? Do we redline those industries? No. We bear in mind our hard experience in those sectors as we consider whether we might invest. And so, as a result, we do -- we make investments. Grier, I think it’s proper to say in every industry and it’s just the -- what we do is I think is we bring a different lens to each industry and may demand much, much lower multiples, much higher fixed charge coverage, more stringent covenants in some industries rather than others. One of the things we do for example, when we are looking at restaurants, obviously, we want low multiples of debt plus fixed lease obligations to the earnings ability of any restaurant company, but also we want quick amortization. Lender’s best friend is quick amortization. Right? So, we do things that have enabled us over the years to make loans in industries that may be other people would consider tricky. And that’s one reason why we are in many cases able to get interest rates that are unavailable to other lenders who may be don’t bring the same expertise that we do to those industries. Is that helpful?

That’s very helpful. Thank you. And I appreciate you taking my questions this morning.

We are delighted. Thank you.

And our next questioner today will be Chris Testa with National Securities Corporation. Please go ahead.

I just wanted to just touch a little bit on what Leslie was asking about the dividend income. So, NPRC, you guys sold three properties. I’m just curious, how much was the dividend of $11 million relative to the gain on the three of those properties combined?

I’ll give that to Grier.

The three properties, total proceeds of $45 million, our cost basis was $17 million. So, you are talking about $28 million gain. But, we’ve actually been building up off of our prior gains undistributed even before that, Chris, and then we have as well as I mentioned three other deals that are in the process of closing and then further ones behind that. So, since we have about 60 properties, I don’t want to say these are on a perfect conveyor belt because it is M&A related and markets can of course change for exits. But, we’ve got a pretty good backlog here -- well book deals as well as the backlog here on a going forward basis. And so with nothing incremental to what’s already occurred or is already under contract, we feel pretty good about sustaining through the entirety of calendar year 2019, as I mentioned. And then, beyond that it’s going to likely depend the magnitude on future exits beyond what’s under contract. And we’re going through an optimization process right now and we will be teeing up some additional properties for exit. Generally, after a whole period of say three to five years, after which time we’ve -- running out a lot of the optimization benefits that we underwrote by substantially completing upgrades of the common areas and the individual units, it’s time to exit and sell to buyers that will pay a premium for those improved properties.

And just to be clear, were these properties -- are they going to be replenished in the current quarter, are you under contract basically to buy another three properties with the gain minus the dividend paid out?

We’re selling -- we're in a contract with another three properties, on top of the ones that just articulated. But, we already have booked gains. We’ve been banking gains for quite a while. We’ve exited -- I think it’s close to 10 properties at this point. So, then, add another three to that and further beyond. Some properties are of course larger than others. We just sold Amberly for example, which was one of our larger properties. Actually that’s -- I should amend it, we have one that already sold since 9/30 to today, and then we have three under contracts. So, that’s actually four properties since quarter. It’s not reflected in the historical exit results.

So, when you’re talking about potentially more dividends continue in the current quarter and maybe through at least the beginning of ‘19 for NPRC upto the PSEC level, most of those are coming from kind of gains on sale. Is that a way to look at that?

End of 2019 is what we guided towards, not beginning, end, throughout the entirety of 2019…

Okay. So, through all of ‘19, got it. And are you guys -- are you looking at this, Grier, as just being sort of a net seller? Are you seeing a lot of the markets where you are getting these gains as kind of frothy and maybe you are not going to replenish the assets as quickly as you are selling them or are there less opportunities in your opinion as to putting the money to work for those?

It’s hard to tell, Chris. We don’t have a predetermined -- we don’t think it’s healthy to have budgets on how much to purchase. If the deal makes sense economically, we’ll do. And if we don’t see deals, we’ll do no deals. It just kind of happened to be that our exits were about equal to our newer adjacent when we added it up after the fact, so probably more coincidental than anything else. The business of buying garden style, Class B, multifamily in various markets across the U.S. is a highly, highly fragmented market. Probably, it came to on the corporate side lower middle market corporate lending. And you’ll have the same secular shift boom of all of money you have in the corporate credit side. You still have the normal cyclical money flows that go in almost every asset classes, but not the secular shift, the double whammy that we see hitting a lot of the corporate credit space that concerning to us and many others for a few years. So, one of those things, there is a lot off market deals, there is a lot of non-auction deals, there is a lot of deals where someone -- it’s a partnership, it’s ending, it’s fixed life and needs to exit, it’s the REIT that needs to meet certain strategic goals. It’s all sorts of reasons why folks still will need to monetize. There is also wide range of operational capabilities out there. We feel very good about our roster of operating management teams, and we’ve built up a nice history of property after property and going the distance on a full cycle basis with many of them. We continue to add horizontally with new management teams and then, vertically on a repeat basis by business with repeat management teams. We like the recession resilience of multifamily, Class B. These aren’t big ticket numbers in terms of what’s paid on monthly basis for rent. We like the interest rate resilience because when rates go up, yes, financing costs can also go up. But, it also makes it more expensive for people to purchase homes and they stay in apartments. This is probably the most resilient asset class in real estate during the last cycle. So this is lots and lots of pluses that makes this a great fit for us, a great fit on a yield and a total return basis. So, we’re going to for the foreseeable continue to deploy capital to this asset class.

Got it.

Chris, just a thing to add because these are great questions. We really -- I greatly appreciate your honing in on this. Much of our competition from what we can see in the real estate arena buys lower cap rate properties with the intention of doing some fixing up, some refurbishment, but holding the property and working around the edges if you will and benefiting from the hopefully declining interest rates. Of course, I wouldn’t be counting on that going forward, in the near-term. And counting on enhanced demand in trophy markets. So, we see quite a bit of that. As I know you’ve discerned, we don’t invest in those markets. We try to get to the undiscovered market before other people and then, when -- and buy B or C, usually C to B properties and do a significant value-add upgrade, I believe you noticed that, in I believe every single, maybe not every single, but almost every single property. When we’ve made our purchase, we have done so with the capital expenditure plan that has been well managed by Ted Fowler and Scott Ramsey and Peter Hopkins and Dan Ackerman. We’re adding to that group as well. We believe we have a niche. And because of the fragmented nature of this market, we don’t see our niche is one that will be readily competed away. Not everybody has what would I call to proclivity or willingness to roll up his or her sleeves and get in there and start changing refrigerators and stoves and upgrading plumbing and changing signs and landscaping and so on. So, I see our strategy as one that takes what one might expect one could get in the real estate market, and adds to it a premium return, based on value-add operations. And I hope you won’t hold it against me that there is two people at our company, they will go in [ph] for now, who’ve been doing real estate investing since the 1970s, when maybe half the people on this call were in bassinets or even younger. Real estate is one of those industries where experience pays significant dividends. I’m very proud of our real estate group. And that from what I can see when I benchmark their numbers and their performance, they had outperformed the competition using this value add strategy.

Two quick things to add to that. Amberly that we sold since quarter-end, Chris, generated proceeds of just over $50 million. Our cost basis was about half that. So, that one adds that alone is another -- I think it’s $24 million or so of additional gains, and that’s before you get to the next three pending deals. The other piece, you talked about deploying capital, whether things get frothy. In general, I think we talked about this a little bit on our last call as well. We did substantial amount of buying the southeast, going back two to five years ago. There is a lot more competition in Florida, in Texas, in the Carolinas, the general Sunbelt than there was a few years ago. We’ve moved a lot of our new originations to the Midwest and Mid Atlantic. We are happy, actually we just bought quite recently a property that is only about a 20-minute drive from Crystal City, which I guess is the worst kept secret that Amazon’s likely to put substantial operations there. And we have actually purchased multiple properties in Prince George’s County in Maryland, not too far from there. So, we’ve been -- had good success in those areas, and we’ll continue to exploit it. It’s a low hit rate business just like corporate credit of a single-digit book to look ratio, Chris.

And just wanted to touch on InterDent as well. So, I know you guys had assumed control of this position or for the 6/30/18 quarter. Prior to that, the maturity was pushed out from August through December of ’17, then it was defined as past due. I know you’re currently accruing interest. So, were you guys accruing interest when this was defined as past due? And since you guys are taking control, just what, if any changes have you made down to control the company?

Sure. We are now the controlling shareholder, as you mentioned. And what we see there is some very high returning pent-up projects, investments that needed to be made. For example, modernization and digitization on the X-ray side of things, very high returning investments. So, we decided redeploying that capital into the business would generate higher medium to longer term returns for us and decided to pick certain tranches as a result, Chris. So, I think that’s a rational decision-making process and rational outcome there. We have got multiple members at the team that live and breathe that company and credit. And the dental services space is obviously a highly recurring one by its very nature. And we think with some optimization, we’re cautiously optimistic about where we are headed. But, these are not investments that should take a giant leap to pay off on an individual location by location basis when we look at where we are deploying capital for digitization and modernization of X-ray equipment and the like.

Understood. This was -- when this was defined as past due prior to your taking control, was this accruing interest during that time period as well.

It was.

I’m just thinking…

Chris, to be helpful on that. The rule that we understand is the rule that applies -- the first rule is when you get paid cash interest, we record that as income. We don’t put things on non-accrual when we get cash interest. So, we’ve recorded as interest income all of the cash interest that we receive. When we are looking at PIK or some -- any type of deferred interest stream, at that point we look at collectability. But once we get the cash in our bank account, collectability is no longer the issue. So, I believe I’m not speaking on a term with respect to InterDent that we’ve recognized 100% of the cash interest.

So, the cash coming in was a 100% of what was contractually owed to you given the interest rates on the loans?

Well, what we recognized, we did not -- when we -- so, we recognized all of the cash payments made as interest income.

No, I understand that. I’m just enquiring whether -- so it was defined as past due because of the cash payments coming in were less than what they were contractually obligated to pay you in full. Is that a correct way to look at InterDent?

Well, there is more than one tranche there and…

Hey, John, let me -- it’s just simply we went past maturity, Chris, owners [indiscernible] you to key immediately, you got to work out it a little bit.

I understand. Okay…

So, what happened was it went -- Chris -- I believe, Grier, I’m correct saying, the loan -- what happen was, the maturity to loan came and the sponsor was hoping for X, Y, and Z to happen, allow the maturity to occur without paying the loan in full. But I believe all cash interest payments -- I believe interest payments were made in cash and those are recognized, Chris, even though the loan was past maturity.

Okay. That make sense. I just wanted to get a handle on that. It’s just a lot of moving parts, so appreciate your detail on that. And...

And we were -- how would I put this, appreciative that the sponsor acted in what we felt was a proper and constructive way when the company was unable to refinance, repay the debt, sell the company. And we appreciated that. And that was our job to make it a great company again.

Right. Just looking at the CLO, the equity cash yields were down pretty significantly on the quarter. Was a lot of that due to the refinancing and reset activity during the quarter? And just wondering, if you could provide some color on the par value of what we reset or refied during the quarter.

Let me help out with that, Chris, because there were a lot of moving parts. And when you have significant -- really actually comparing June quarter to September because we reset -- I think it was nine deals, it was a record quarter for resets in June. December is much more muted with only two deals. So, we had a somewhat elevated -- that’s why really encourage folks to look more at GAAP yield than cash yield. Because cash moves around not only because there is a return of capital on top of return on capital from the nature of the asset class but also you get some volatility short-term that occurs from reset. So, especially -- people do it in different ways. For example, we like when we do resets if there is -- sometimes there’s resets where you have so called excess collateral par value flash and basically get paid a big cash distribution at time zero, for certain deals that are performed extremely well. And that’s what happened in the June quarter to cause a spike in cash yield. But also if a deal requires more capital to pay the bankers and lawyers and to resource most C tests potentially, but if there is any capital required, rather than investing it, we rather use cheap financing for that and have a so called X note tranche. It typically amortizes over two years. So, great IRR enhancer. But because you got to amortize that note, it temporary depresses the cash yield. So, moving parts in both directions and across the two quarters. You asked about the last quarter, we only reset two deals. So, I don’t think there was a high par value, probably no more than $40 million or so, give or take, $40 million to $50…

And this will conclude our question-and-answer session. I would now like to turn the conference back over to John Barry for any closing remarks.

Okay. Well, I have a couple hours of closing remarks, but I don’t think anyone is going to be that interested. So, I would like to thank everybody for joining our call and look forward to reconnecting 90 days from now. Thank you all. Bye now.

Thanks, all. Bye.

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