Good morning and welcome to the Prospect Capital Corporation Second 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 Mr. John Barry, Chairman and CEO. Please go ahead.

Thank you, Phil. Joining me on the call today are once again 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.

Thanks Kristin. For the December 2018 quarter, our net investment income or NII was $80.8 million or $0.22 per share, down $0.01 from the prior quarter and exceeding our current dividend rate of $0.18 by $0.04. NII decreased due to higher operating expenses partially offset by higher structuring fee income. In the December 2018 quarter, our net debt to equity ratio was 75%, down 0.1% from the prior quarter. Taking into account changes in balance sheet values as of the market close on December 31, 2018, our net loss for the quarter was $67.4 million or $0.18 per share, a decrease of $0.41 from the prior quarter. This change is driven primarily by unrealized losses in the portfolio including a decline in industry valuations in the debt and equity capital markets as of the market close December 31, 2018. We are announcing monthly cash distributions to shareholders of $0.06 per share for each of February, March and April, representing 129 consecutive shareholder distributions. We plan on announcing our next series of shareholder distributions in May. Since our IPO nearly 15 years ago through our April 2019 distribution and our current share count, we will have paid out $17.16 per share to original shareholders, aggregating approximately $2.8 billion in cumulative distributions to all shareholders. Our NAV stood at $9.02 per share in December 2018, down $0.37 from the prior quarter. Thank you. I'll now turn the call over to Grier.

Thank you, 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 December 2018, our controlled investments at fair value stood at 41.6% of our portfolio, down 0.3% 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 December 2018, our portfolio at fair value comprised 46.2% secured first lien, which was up 1.8% from the prior quarter; 23.1% secured second lien, which was up 1.4% from the prior quarter; 16% structured credit with underlying secured first lien collateral, down 0.3% from the prior quarter; 0.4% unsecured debt, down 0.1%; and 14.3% equity, down 2.8% from the prior quarter, resulting in 85% of our investments being assets with underlying secured debt benefiting from borrower pledge collateral. Our approach is one that generates attractive risk adjusted yields. And our debt investments were generating an annualized yield of 13.1% as of December 2018, down 0.4% from the prior quarter. We…

Thank you, 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 24 years into the future, while the significant majority of our loans float with LIBOR, providing 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 December 2018, we held approximately $4.3 billion of our assets as unencumbered assets, representing approximately 72% 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 $1.02 billion of commitments from 29 banks with $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 have 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 covenant, no asset restrictions, and…

Thank you very much Kristin. We can now answer any questions.

Thank you for taking my questions. So, my first question for today on the NAV markdown, you know how much of that is just from the temporary market movements that were really moving late December for our space versus company-specific issues?

Hey Leslie, this is John speaking. I was looking to do that calculation this morning, but I don't have all of the numbers. I don't know if Kristin or Grier have performed that calculation. As you are…

Yeah, we anticipated that question. Of course, we are asking ourselves, it's not unpacked fully, Leslie, but just a rough – very rough estimate, I'd say about half from sort of macro flash crash if you will forces impacted December, some of which potentially has come back though, maybe volatility is back today, so obviously a day by day assessment of the overall capital markets. But as a very rough estimate maybe 50-50.

And Leslie I think if you look at the LSTA or some small cap middle market credit indices, my estimate is a recovery of about 50% from December 31st.

Okay. Perfect. Thank you. And then you ran through in the prepared remarks, the origination and the repayment so far in the quarter, but I'm afraid, I missed those numbers, I'll write them down. Could you repeat those please?

Go ahead Grier.

Sure Leslie. It's in the – I believe it's in our earnings release as well. But we've added about $3 million gross, $44 million repayment and then – so net repayments of $41 million. It's obviously been a very quiet market year-to-date because of how volatility sees the market and I think that's pretty much across the board of the industry not just ourselves..

And then in the December quarter, you had $226 million of gross originations. Were those pretty early on in the quarter or was that all over weighted [towards the end] [ph], and how do those come in?

I mean these things are not on a perfect conveyor belt right, sometimes you will commit to a deal and then it will settle if it's a club or quasi-syndicated deals several weeks later. I don't know the exact schedule. My general sense is that, it's a little bit more weighted towards the first half of the quarter. I mean between Thanksgiving and Holidays is usually a slower time anyway from a seasonality perspective. And when volatility gripped the market, this particular year, a lot of processes just got kicked into 2019. So, first half of the quarter was little bit more active than the latter part, but we continue to be active in all fronts of our business, given real estate for example, we sold a property in December, we sold another property in January, so it's nice to have a more diversified business model than many others in our industry because parts of the business are zigging while others are zagging. So, the real estate market has continued to be lot more active and lot more robust. We've noticed in the corporate credit side of things.

And congratulations on the Moody's investment grade rating. Now that you guys have that one as well, is there any reconsideration on changing the asset coverage requirement for Prospect? And if so, would there be a timeline that may take a little bit longer because of the outstanding inter notes in those covenants?

No change is anticipated. We continue to be quite comfortable with staying within 200% asset coverage, and as well we question at this part of the cycle, strategies that others are espousing to lever up, we think exactly – this is exactly the time in the cycle when you should be doing the opposite, and that's what we're doing.

Okay, thank for that color on that. And then just on some portfolio investment, just an update on two of the non-accruals InterDent, which is one of your larger investments on the portfolio had two non-accruing loans under that name, and then Pacific World?

Correct.

Yes. And is there an update on those assets?

Sure. So, and these will become controlled investments in the past year, that's not new information. In the case of InterDent, the dental services company primarily West Coast focused, we're looking at various growth and profitability boosting initiatives and have been reinvesting back in the business particularly for branch digitization, dental and hygienist recruitment and retention initiatives which is very important given the current labor market dynamic. Just a lot of blocking and tackling, some exciting growth initiatives potentially there. But we have turned off the accrual in some of the more junior tranches. In the case of Pacific World, which is a deeper and trickier turnaround. We recently recruited to the company a world-class CEO who used to be the CEO of one of our prior portfolio companies and did a terrific job with that business turning it around. So we expect that will be in perhaps a longer time horizon to do the turnaround. When we took over the business, we found a lot of issues that needed to be addressed. So, I think we said in the past that things will get worse before they get better, and that's I think the case with that company, but with the right people in charge we're cautiously optimistic about the future. John, anything you want to add about that?

Sure. Hey Leslie, thank you. You put your finger very quickly on and I think what to me, are the two biggest takeaways from the December quarter. One is the impact of the volatility in late December, our remarks are as you know the close of business December 31. And the markets have recovered to varying degrees since then, yet volatility continues. So you put your finger on that. And the second area of attention for me is these two companies; PWC and InterDent both are substantial companies with significant revenue. And what's happened is that the margins and profitability under prior management were squeezed. And in the case of at least one of the managers, I would say a compromised manager. So unfortunately sometimes we make a loan to a sponsor buying a company, we discover that we have to take over and manage the company ourselves. The good news is that, had we not taken over these two companies? I think we would be in more distress than now, because in each case the sponsor in my personal opinion was not doing the most basic things that are required to maintain forward momentum for a company in a competitive capitalist economy. Grier was correct that our number one initiative when these problems occur with respect to loans and we become an owner of a company is to find a CEO that we have confidence in, and that we can back completely. And fortunately in the case of each company, InterDent and PWC, we have been able to find that person. M'lou Walker for example ran Zicam, I think Leslie since you seem quite familiar with our portfolio, you may have noticed that Zicam performed very well for HIG and for us. And we were fortunate to be able…

There is a co-CEO situation at the moment.

At InterDent

Yeah.

One of the two people has been at the company and is a – how would I put it, I can do. Let me get on the playing field coach. I know I am going to be scoring some goals here and we are hoping for the turnaround there. It's a different chat, at PWC the challenge is to protect the company's brands, to make more efficient the supply chain, to protect the relationship with Walmart and others, all of which is happening. How quickly that will generate the EBITDA that we saw in the past? I can't tell you. Hopefully, we are not waiting years for that. At InterDent, the challenge is to get these major contracts with these public agencies. And if they're given out every year, I think it's an annual process. We believe the team is there now is much more attentive to the political realities of getting major government contracts, which starts with knowing your customer and knowing what your customer wants and knowing what your customers thinking. And why those bromides fell by the wayside at InterDent is mystifying to us. But in each case as Grier said, things get – when you think over a company, you as a lender, it's not what you want to be doing. You only do that as an absolute last resort when it's observable that the prior owner is not caring for the company. You use it because the prior owner has no measurable economic interest other than a speculative interest. So fortunately, we've been able to get control of these companies. We own the majority of the upside. And with – if you believe that in business, careful, painstaking, diligent, detailed work, as Grier mentioned blocking and tackling. If you think that that is the road to business success, then you will be happy to see that we have people at both of those companies that are pursuing that line of thinking. And the question then is how long will it take to see results? But I wish they were yesterday. We'll see that by the time of the next earnings call, I hope we will have more tangible good news to report with respect to the financial operations and not just the hiring of new management. Does that help Leslie?

That does. Thank you. Appreciate the detail. I guess my last question then, is on the structured products and CLOs. Just kind of in general, not necessarily any one specific, but it seems like the ones through Halcyon, and I'm sure I'm mispronouncing these, Apidos, Voya and Galaxy, almost all of those are at zero effective yields right now. Is there a reason, that's had to do with market volatility last quarter? Is that structure or structural related with those –Halcyon, Apidos, et cetera, and so what's kind of driving that?

Want me to take that John?

Oh, sure.

So, in our structured credit book we have 48 positions, and so it's a highly diversified book. There is a tendency sometimes to generalize about this type of business, but the reality is, you have some deals that significantly outperform and a few others that are in the opposite end of the spectrum, that's when they need to diversify portfolio, so we benefit from that diversity. In the case of some of the deals you've mentioned, those collateral managers ran with higher energy mixes during the 2014 to 2017 downturn in that sector. And collateral mangers, everybody is impacted by energy in some fashion, within the broadly syndicated CLO market. Almost nobody was at sort of zero exposure, but some folks, and this is kind of interesting behavior to observe and looking at the last cycle as well, some folks decided to sell at the bottom, crystallize losses and then redeploy. Other said it will be much better to hold on to see value restored in some fashion, and then basically not crystalize the loss. The vast of our managers did the latter, some did the former, we disagreed with it, and you see some of the results as well from selling at the bottom. And those are tricky transactions. We're trying to figure – well, basically what we do with every deal Leslie, is we go through a series of different options and run an NPV analysis, so we're to look at, does it make sense to – well there is always the status quo sort of do nothing option, but does it make sense to reset these transaction and then you look at different years of such resets. In some cases, we'll need to put in additional capital based on the way the over collateralization test work. In…

It was. Thank you. And again thank you for answering my questions this morning.

Okay. Thank you Leslie.

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

Okay. Thank you every one. We appreciate your interest. Have a wonderful afternoon. Bye now. Thank you.

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