Prospect Flexible Income Fund, Inc. - FORM 10-Q

Attached files

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EX-31.2 - EXHIBIT 31.2 - Prospect Flexible Income Fund, Inc.	flex10qq32021ex312.htm
EX-32.2 - EXHIBIT 32.2 - Prospect Flexible Income Fund, Inc.	flex10qq32021ex322.htm
EX-32.1 - EXHIBIT 32.1 - Prospect Flexible Income Fund, Inc.	flex10qq32021ex321.htm
EX-31.1 - EXHIBIT 31.1 - Prospect Flexible Income Fund, Inc.	flex10qq32021ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 814-00908

PROSPECT FLEXIBLE INCOME FUND, INC.(Exact name of Registrant as specified in its charter)


Maryland						45-2460782
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10 East 40th Street, 42nd Floor New York, NY						10016
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (212) 448-0702

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

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 x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of May 10, 2021 was 2,369,730.

PROSPECT FLEXIBLE INCOME FUND, INC.

TABLE OF CONTENTS


		Page
	Forward-Looking Statements	1
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Assets and Liabilities as of March 31, 2021 (unaudited) and June 30, 2020	2
	Consolidated Statements of Operations for the three months and nine months ended March 31, 2021 and 2020 (unaudited)	3
	Consolidated Statements of Changes in Net Assets for the three months and nine months ended March 31, 2021 and 2020 (unaudited)	4
	Consolidated Statements of Cash Flows for the nine months ended March 31, 2021 and 2020 (unaudited)	6
	Consolidated Schedules of Investments as of March 31, 2021 (unaudited) and June 30, 2020	7
	Notes to Consolidated Financial Statements (unaudited)	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74
Item 4.	Controls and Procedures	76
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	76
Item 1A.	Risk Factors	76
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78
Item 3.	Default Upon Senior Securities	79
Item 4.	Mine Safety Disclosures	79
Item 5.	Other Information	80
Item 6.	Exhibits	80
	Signatures	81

Forward-Looking Statements

Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including, but not limited to, statements as to:

•our future operating results;

•our business prospects and the prospects of our portfolio companies;

•the impact of investments that we expect to make;

•our contractual arrangements and relationships with third parties;

•the dependence of our future success on the general economy and its impact on the industries in which we invest;

•the impact of global health epidemics, including, but not limited to, the recent and ongoing novel coronavirus (“Wuhan Virus”) pandemic, on our and our portfolio companies’ business and the global economy;

•uncertainty surrounding the financial stability of the United States, Europe, and China;

•the ability of our portfolio companies to achieve their objectives;

•difficulty in obtaining financing or raising capital, especially in the current credit and equity environment, and the impact of a protracted decline in the liquidity of credit markets on our and our portfolio companies’ business;

•the level and volatility of prevailing interest rates and credit spreads, magnified by the current turmoil in the credit markets;

•the impact of changes in London Interbank Offered Rate (“LIBOR”) on our operating results;

•adverse developments in the availability of desirable loan and investment opportunities whether they are due to competition, regulation or otherwise;

•a compression of the yield on our investments and the cost of our liabilities, as well as the level of leverage available to us;

•our regulatory structure and tax treatment, including our ability to operate as a business development company and a regulated investment company;

•the adequacy of our cash resources and working capital;

•the timing of cash flows, if any, from the operations of our portfolio companies;

•the ability of the Investment Adviser to locate suitable investments for us and to monitor and administer our investments; and

•authoritative generally accepted accounting principles or policy changes from such standard-setting bodies as the Financial Accounting Standards Board, the Securities and Exchange Commission, Internal Revenue Service, and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “trend,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “potential,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. The forward looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties and undue reliance should not be placed on them. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this quarterly report on Form 10-Q, our annual report on Form 10-K and our other SEC filings.

We have based the forward-looking statements included in this report on information available to us on the date of this quarterly report on Form 10-Q, and we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K.

As a result of Pathway Capital Opportunity Fund, Inc. (“PWAY”) being the accounting survivor of the Merger (as defined herein), certain financial information and performance of operations regarding PWAY are discussed herein. Such information may contain forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and above for a discussion of the uncertainties, risks and assumptions associated with such statements. You should read this quarterly report on Form 10-Q in conjunction with the financial statements and related notes and other financial information appearing elsewhere herein.

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

PART I

Item 1. Financial Statements


Assets	March 31, 2021		June 30, 2020
	(unaudited)		(audited)
Investments at fair value:
Affiliate investments (amortized cost of $472,357 and $472,357, respectively)	$	1,002,900	$	786,988
Non-control/non-affiliate investments (amortized cost of $38,927,488 and $38,402,556, respectively)	38,186,486		35,876,715
Total investments (amortized cost of $39,399,845 and $38,874,913, respectively)	39,189,386		36,663,703
Cash	3,504,731		3,602,662
Deferred financing costs (Note 11)	478,032		522,163
Prepaid expenses and other assets	319,725		385,597
Interest receivable	125,935		64,550
Deferred offering costs	115,654		281,203
Receivable for repayments of portfolio investments	68,677		—
Receivable for investments sold	—		381,075
Total Assets	$	43,802,140	$	41,900,953

Liabilities
Revolving Credit Facility (Note 11)	$	21,000,000	$	21,000,000
Payable for investments purchased	1,237,500		690,000
Due to Adviser (Note 4)	373,364		—
Accrued audit fees	195,000		178,550
Due to Administrator (Note 4)	185,820		122,384
Accrued legal fees	144,245		55,241
Distributions payable	124,151		111,447
Accrued expenses	83,663		28,329
Interest payable	52,973		61,627
Due to Affiliates (Note 4)	23,848		94,975
Total Liabilities	$	23,420,564	$	22,342,553
Commitments and Contingencies (Note 10)	—		—
Net Assets	$	20,381,576	$	19,558,400

Components of Net Assets
Common Stock, par value $0.001 per share (75,000,000 shares authorized; 2,386,177 and 2,363,011 shares issued and outstanding, respectively) (Note 3)	$	2,386	$	2,363
Paid-in capital in excess of par (Note 3)	25,565,914		27,133,944
Total distributable earnings (loss) (Note 6)	(5,186,724)		(7,577,907)
Net Assets	$	20,381,576	$	19,558,400
Net Asset Value Per Share (Note 12)	$	8.54	$	8.28

See notes to consolidated financial statements.

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


	Three Months Ended March 31,				Nine Months Ended March 31,
	2021		2020		2021		2020
Investment Income
Interest income from non-control/non-affiliate investments	$	649,692	$	623,699	$	1,764,153	$	1,756,859
Interest income from structured credit securities	293,388		276,672		898,067		746,004
Total Investment Income	943,080		900,371		2,662,220		2,502,863

Operating Expenses
Administrator Costs (Note 4)	201,289		114,765		675,562		452,081
Base management fees (Note 4)	189,019		185,935		556,750		525,549
Legal expense	156,679		20,760		297,365		132,380
Interest expense and credit facility expenses (Note 11)	140,675		178,723		432,126		454,726
Amortization of offering costs	102,547		151,512		378,875		423,406
Audit and tax expense	85,721		75,014		302,571		211,897
Transfer agent’s fees and expenses	46,581		43,028		119,036		112,785
Insurance expense	43,027		37,968		129,235		114,892
Valuation services	25,982		48,288		89,098		96,705
General and administrative	10,739		10,492		96,195		82,862
Total Operating Expenses	1,002,259		866,485		3,076,813		2,607,283
Expense limitation payment (Note 4)	—		(185,935)		(183,386)		(525,549)
Total Net Operating Expenses	1,002,259		680,550		2,893,427		2,081,734
Net Investment Income (Loss)	(59,179)		219,821		(231,207)		421,129

Net Realized and Net Change in Unrealized Gains (Losses) on Investments
Net realized gains (losses):
Non-control/non-affiliate investments	—		—		11,050		(695,468)
Net realized gains (losses)	—		—		11,050		(695,468)
Net change in unrealized gains (losses):
Affiliate investments	7,900		37,438		215,912		161,211
Non-control/non-affiliate investments	312,932		(2,603,514)		1,784,839		(3,123,885)
Net change in unrealized gains (losses)	320,832		(2,566,076)		2,000,751		(2,962,674)
Net Realized and Net Change in Unrealized Gains (Losses) on Investments	320,832		(2,566,076)		2,011,801		(3,658,142)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	261,653	$	(2,346,255)	$	1,780,594	$	(3,237,013)
Net increase (decrease) in net assets resulting from operations per share (Note 12)(1)	$	0.11	$	(1.00)	$	0.75	$	1.37
Distributions declared per share	$	0.16	$	0.19	$	0.48	$	0.53

(1) For the three months ended March 31, 2021 and 2020, the weighted average common shares outstanding were 2,380,077 and 2,345,900, respectively.For the nine months ended March 31, 2021 and 2020, the weighted average common shares outstanding were 2,374,867 and 2,365,238, respectively.

See notes to consolidated financial statements.

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)


	Common Stock
For the Three Months Ended March 31, 2021	Shares	Par		Paid-in Capital in Excess of Par		Distributable Earnings (Loss)		Net Assets
Balance as of December 31, 2020	2,384,673	$	2,385	$	25,952,125	$	(5,448,377)	$	20,506,133
Net increase in net assets resulting from operations
Net investment income (loss)	—	—		—		(59,179)		(59,179)
Net change in unrealized gains (losses) on investments	—	—		—		320,832		320,832
Distributions to Shareholders (Note 5)
Return of capital distributions	—	—		(394,915)		—		(394,915)
Capital Transactions
Shares issued through reinvestment of distributions	23,092	23		200,815		—		200,838
Repurchase of common shares	(21,588)	(22)		(192,111)		—		(192,133)
Total Increase (Decrease) for the three months ended March 31, 2021	1,504	1		(386,211)		261,653		(124,557)
Balance as of March 31, 2021	2,386,177	$	2,386	$	25,565,914	$	(5,186,724)	$	20,381,576


	Common Stock
For the Three Months Ended March 31, 2020	Shares	Par		Paid-in Capital in Excess of Par		Distributable Earnings (Loss)		Total Net Assets
Balance as of December 31, 2019	2,325,749	$	2,326	$	27,609,008	$	(6,240,124)	$	21,371,210
Net decrease in net assets resulting from operations
Net investment income (loss)	—	—		—		219,821		219,821
Net realized gains (losses) on investments	—	—		—		—		—
Net change in unrealized gains (losses) on investments	—	—		—		(2,566,076)		(2,566,076)
Distributions to Shareholders (Note 5)
Distributions from earnings	—	—		—		(268,495)		(268,495)
Return of capital distributions	—	—		(182,055)		—		(182,055)
Capital Transactions
Shares issued	55,529	56		631,864		—		631,920
Commissions and fees on shares issued	—	—		(37,915)		—		(37,915)
Shares issued through reinvestment of distributions	21,162	21		226,416		—		226,437
Repurchase of common shares	(19,743)	(20)		(211,226)		—		(211,246)
Total Increase (Decrease) for the three months ended March 31, 2020	56,948	57		427,084		(2,614,750)		(2,187,609)
Balance as of March 31, 2020	2,382,697	$	2,383	$	28,036,092	$	(8,854,874)	$	19,183,601

See notes to consolidated financial statements.

(unaudited)

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS


	Common Stock
For the nine Months Ended March 31, 2021	Shares	Par		Paid-in Capital in Excess of Par		Distributable Earnings (Loss)		Net Assets
Balance as of June 30, 2020	2,363,011	$	2,363	$	27,133,944	$	(7,577,907)	$	19,558,400
Net increase in net assets resulting from operations
Net investment income (loss)	—	—		—		(231,207)		(231,207)
Net realized gains (losses) on investments	—	—		—		11,050		11,050
Net change in unrealized gains (losses) on investments	—	—		—		2,000,751		2,000,751
Distributions to Shareholders (Note 5)
Distributions from earnings	—	—		—		30,720		30,720
Return of capital distributions	—	—		(1,184,081)		—		(1,184,081)
Capital Transactions
Shares issued	31,133	31		280,969		—		281,000
Commissions and fees on shares issued	—	—		(16,862)		—		(16,862)
Shares issued through reinvestment of distributions	69,393	70		590,469		—		590,539
Repurchase of common shares	(77,360)	(78)		(658,656)		—		(658,734)
Tax Reclassification of Net Assets (Note 6)	—	—		(579,869)		579,869		—
Total Increase (Decrease) for the nine months ended March 31, 2021	23,166	23		(1,568,030)		2,391,183		823,176
Balance as of March 31, 2021	2,386,177	$	2,386	$	25,565,914	$	(5,186,724)	$	20,381,576


	Common Stock
For the Nine Months Ended March 31, 2020	Shares	Par		Paid-in Capital in Excess of Par		Distributable Earnings (Loss)		Total Net Assets
Balance as of June 30, 2019	2,370,011	$	2,370	$	30,105,995	$	(6,697,650)	$	23,410,715
Net decrease in net assets resulting from operations
Net investment income (loss)	—	—		—		421,129		421,129
Net realized gains (losses) on investments	—	—		—		(695,468)		(695,468)
Net change in unrealized gains (losses) on investments	—	—		—		(2,962,674)		(2,962,674)
Distributions to Shareholders (Note 5)
Distributions from earnings	—	—		—		(268,495)		(268,495)
Return of capital distributions	—	—		(992,189)		—		(992,189)
Capital Transactions
Shares issued	57,726	58		656,862		—		656,920
Commissions and fees on shares sold	—	—		(39,772)		—		(39,772)
Shares issued through reinvestment of distributions	60,907	61		651,668		—		651,729
Repurchase of common shares	(105,947)	(106)		(998,188)		—		(998,294)
Tax Reclassification of Net Assets (Note 6)	—	—		(1,348,284)		1,348,284		—
Total Increase (Decrease) for the nine months ended March 31, 2020	12,686	13		(2,069,903)		(2,157,224)		(4,227,114)
Balance as of March 31, 2020	2,382,697	$	2,383	$	28,036,092	$	(8,854,874)	$	19,183,601

See notes to consolidated financial statements.

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Nine Months Ended March 31,
	2021		2020
Cash flows from operating activities:
Net increase (decrease) in net assets resulting from operations	$	1,780,594	$	(3,237,013)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Amortization of offering costs	378,875		423,406
Purchases of investments	(5,794,540)		(22,003,340)
Repayments and sales of portfolio investments	5,620,552		5,984,671
Net change in unrealized (gains) losses on investments	(2,000,751)		2,962,674
Net realized (gains) losses on investments	(11,050)		695,468
Accretion of purchase discount on investments, net	(302,376)		(73,973)
Amortization of deferred financing costs	44,131		45,832
Payment-in-kind interest	(37,518)		(87)
Changes in other assets and liabilities:
(Increase) Decrease in operating assets
Receivable for investments sold	381,075		952,631
Receivable for repayments of portfolio investments	(68,677)		—
Interest receivable	(61,385)		(56,436)
Due from Adviser (Note 4)	—		128,852
Deferred offering costs (Note 4)	(213,326)		(533,913)
Prepaid expenses and other assets	65,872		117,188
Due from Affiliate (Note 4)	—		2,137
Increase (Decrease) in operating liabilities
Due to Adviser (Note 4)	373,364		(127,414)
Accrued expenses	55,334		(142,293)
Accrued legal fees	89,004		(437,930)
Accrued audit fees	16,450		(99,292)
Due to Administrator (Note 4)	63,436		(13,111)
Payable for investments purchased	547,500		(1,961,399)
Due to Affiliates (Note 4)	(71,127)		167,517
Interest payable	(8,654)		36,485
Net cash provided by (used in) operating activities	846,783		(17,169,340)
Cash flows from financing activities:
Gross proceeds from shares issued (Note 3)	281,000		656,920
Commissions and fees on shares issued	(16,862)		(39,772)
Distributions paid to stockholders	(550,118)		(590,563)
Repurchase of common shares	(658,734)		(1,493,800)
Financing costs paid and deferred	—		(125,000)
Borrowings under Revolving Credit Facility (Note 11)	—		15,500,000
Net cash provided by (used in) financing activities	(944,714)		13,907,785
Net increase (decrease) in cash	(97,931)		(3,261,555)
Cash at beginning of period	3,602,662		6,730,743
Cash at end of period	$	3,504,731	$	3,469,188
Supplemental disclosures:
Cash paid for interest	$	396,649	$	372,409
Non-cash financing activities:
Value of shares issued through reinvestment of distributions	$	590,539	$	651,729

See notes to consolidated financial statements.

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2021

(unaudited)


							March 31, 2021
Portfolio Company / Security Type	Industry	Acquisition Date	Coupon/Yield (b)		Floor	Legal Maturity	Principal/ Quantity		Amortized Cost (d)		Fair Value (c)		% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control):
Senior Secured Loans-First Lien(m)(n)
Amerilife Holdings, LLC (g)(j)(l)	Banking, Finance, Insurance & Real Estate	2/6/2020	1ML+4.00% (4.11%)		—	3/18/2027	$	744,483	$	743,297	$	744,483	3.65	%
CareerBuilder (g)(l)(j)	Services: Consumer	7/27/2017	3ML+6.75% (7.75%)		1.00	7/31/2023	969,272		917,196		929,895		4.56	%
Correct Care Solutions Group Holdings, LLC (g)(l)(j)	Healthcare & Pharmaceuticals	4/2/2019	1ML+5.50% (5.61%)		—	10/1/2025	2,059,988		2,025,315		2,059,988		10.11	%
Digital Room Holdings, Inc(g)(l)(j)	Media: Broadcasting & Subscription	5/14/2019	6ML+5.00% (5.20%)		—	5/21/2026	1,965,000		1,940,905		1,965,000		9.64	%
First Brands, LLC (f/k/a Trico Group, LLC)(g)(j)(l)	Automotive	3/24/2021	1ML+5.00% (6.00%)		1.00	3/30/2027	1,250,000		1,237,500		1,250,000		6.13	%
GK Holdings, Inc.(i)(o)(j)	Media: Broadcasting & Subscription	1/30/2015	3ML+6.00% (9.00%)		1.00	1/20/2021	117,500		117,645		105,750		0.52	%
Global Tel*Link Corporation (g)(l)(j)	Telecommunications	4/5/2019	1ML+4.25% (4.36%)		—	11/28/2025	1,963,593		1,915,612		1,938,585		9.51	%
Help/Systems Holdings, Inc. (g)(j)(k)	High Tech Industries	11/14/2019	3ML+4.75% (5.75%)		1.00	11/19/2026	1,485,000		1,472,888		1,485,000		7.29	%
Keystone Acquisition Corp. (g)(l)(j)	Healthcare & Pharmaceuticals	4/10/2019	3ML+5.25% (6.25%)		1.00	5/1/2024	2,060,726		2,040,394		2,060,726		10.11	%
McAfee LLC (g)(k)	High Tech Industries	9/27/2017	1ML+3.75% (3.86%)		—	9/30/2024	214,946		213,343		215,255		1.06	%
The Octave Music Group, Inc.(g)(j)	Consumer goods: Durable	2/26/2020	1ML+5.25% (6.25%)		1.00	5/29/2025	724,138		718,169		724,138		3.55	%
PGX Holdings, Inc. (f)(g)(j)(l)	Services: Consumer	4/2/2019	1ML+5.25% (6.25%) plus 4.50% PIK		1.00	9/29/2023	1,950,965		1,902,836		1,950,965		9.57	%
Quidditch Acquisition, Inc. (g)(j)	Beverage, Food & Tobacco	3/16/2018	3ML+7.00% (8.00%)		1.00	3/21/2025	485,000		478,214		475,300		2.33	%
Research Now Group, Inc. & Survey Sampling International LLC (g)(j)	Services: Business	4/2/2019	3ML+5.50% (6.50%)		1.00	12/20/2024	1,965,726		1,965,726		1,965,726		9.65	%
Rocket Software, Inc. (g)(l)(k)	High Tech Industries	4/2/2019	1ML+4.25% (4.36%)		—	11/28/2025	2,060,088		2,045,580		2,059,192		10.11	%
Securus Technologies Holdings, Inc.(g)(l)(j)(k)	Telecommunications	7/31/2019	3ML+4.50% (5.50%)		1.00	11/1/2024	1,964,467		1,837,473		1,893,600		9.29	%
Shutterfly, Inc.(g)(l)(j)	Media: Diversified and Production	11/14/2019	3ML+6.00% (7.00%)		1.00	9/25/2026	1,601,935		1,454,345		1,601,900		7.86	%
Sorenson Communications, LLC (g)(l)(j)	Services: Consumer	3/12/2021	3ML+5.50% (6.25%)		0.75	3/17/2026	2,000,000		1,980,077		2,000,000		9.81	%
Staples, Inc.(g)(l)(k)	Wholesale	11/18/2019	3ML+5.00% (5.21%)		—	4/16/2026	1,974,874		1,953,646		1,938,444		9.51	%
Transplace Holdings, Inc. (g)(j)(k)	Transportation: Cargo	4/10/2019	3ML+3.75% (4.75%)		1.00	10/7/2024	1,474,671		1,460,451		1,479,743		7.26	%
Upstream Newco, Inc.(g)(j)	Services: Consumer	10/24/2019	1ML+4.50% (4.61%)		—	11/20/2026	1,732,500		1,725,437		1,732,500		8.50	%
Total Senior Secured Loans-First Lien									$	30,146,049	$	30,576,190	150.02	%

Senior Secured Loans-Second Lien(j)(m)(n)
Encino Acquisition Partners Holdings, LLC (g)	Energy: Oil & Gas	9/25/2018	1ML+6.75% (7.75%)		1.00	10/29/2025	$	500,000	$	496,428	$	467,290	2.29	%
FullBeauty Brands Holding(f)	Retail	2/7/2019	7%		—	1/31/2025	12,374		10,292		10,209		0.05	%
GK Holdings, Inc.(i)(o)	Media: Broadcasting & Subscription	1/30/2015	3ML+10.25% (13.25%)		1.00	1/21/2022	125,000		124,220		75,000		0.37	%
Inmar, Inc. (g)	Media: Advertising, Printing & Publishing	4/25/2017	3ML+8.00% (9.00%)		1.00	5/1/2025	500,000		494,812		477,500		2.34	%
Total Senior Secured Loans-Second Lien									$	1,125,752	$	1,029,999	5.05	%

Senior Secured Notes (j)(m)
Ace Cash Express, Inc.(l)(q)	Financial	12/8/2017	12.00	%	N/A	12/15/2022	$	1,000,000	$	969,416	$	946,672	4.65	%
Total Senior Secured Notes									$	969,416	$	946,672	4.65	%

Structured Subordinated Notes (a)(e)(j)(m)
Apidos CLO XXIV	Structured Finance	5/17/2019	24.47	%	N/A	10/20/2030	$	250,000	$	162,050	$	159,741	0.78	%
Apidos CLO XXVI	Structured Finance	7/25/2019	21.88	%	N/A	7/18/2029	250,000		183,401		200,391		0.98	%
California CLO IX, Ltd.	Structured Finance	12/13/2019	28.23	%	N/A	7/16/2032	500,000		207,534		244,165		1.20	%

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2021

(unaudited)


							March 31, 2021
Portfolio Company / Security Type	Industry	Acquisition Date	Coupon/Yield (b)		Floor	Legal Maturity	Principal/ Quantity		Amortized Cost (d)		Fair Value (c)		% of Net Assets
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.	Structured Finance	4/7/2017	18.22	%	N/A	7/15/2030	250,000		197,756		168,457		0.83	%
Carlyle Global Market Strategies CLO 2017-5, Ltd.	Structured Finance	12/18/2017	14.27	%	N/A	1/22/2030	500,000		482,467		416,212		2.04	%
Galaxy XIX CLO, Ltd.	Structured Finance	12/5/2016	16.07	%	N/A	7/24/2030	250,000		176,989		118,709		0.58	%
GoldenTree Loan Opportunities IX, Ltd.	Structured Finance	7/19/2017	16.09	%	N/A	10/29/2029	250,000		198,126		162,451		0.80	%
Madison Park Funding XIII, Ltd.	Structured Finance	11/6/2015	27.82	%	N/A	4/22/2030	250,000		178,544		179,619		0.88	%
Madison Park Funding XIV, Ltd.	Structured Finance	11/16/2015	17.56	%	N/A	10/22/2030	250,000		193,169		158,356		0.78	%
Octagon Investment Partners XIV, Ltd.	Structured Finance	12/1/2017	17.68	%	N/A	7/16/2029	850,000		547,078		423,165		2.08	%
Octagon Investment Partners XV, Ltd.	Structured Finance	5/23/2019	21.24	%	N/A	7/19/2030	500,000		295,926		297,707		1.46	%
Octagon Investment Partners XXI,Ltd.(l)	Structured Finance	1/6/2016	18.88	%	N/A	2/14/2031	387,538		238,657		188,129		0.92	%
Octagon Investment Partners 30, Ltd.	Structured Finance	11/16/2017	16.38	%	N/A	3/17/2030	475,000		435,292		373,084		1.83	%
Octagon Investment Partners 31, Ltd.	Structured Finance	12/20/2019	34.60	%	N/A	7/20/2030	250,000		160,083		162,959		0.80	%
Octagon Investment Partners 36, Ltd.	Structured Finance	12/20/2019	27.08	%	N/A	4/15/2031	500,000		414,750		383,302		1.88	%
Octagon Investment Partners 39, Ltd.	Structured Finance	1/9/2020	26.75	%	N/A	10/21/2030	250,000		196,178		215,722		1.06	%
OZLM XII, Ltd. (p)	Structured Finance	1/17/2017	—	%	N/A	4/30/2027	275,000		173,685		107,187		0.53	%
Sound Point CLO II, Ltd.	Structured Finance	5/16/2019	17.86	%	N/A	1/26/2031	1,500,000		853,920		687,595		3.37	%
Sound Point CLO VII-R, Ltd.	Structured Finance	8/23/2019	19.54	%	N/A	10/23/2031	150,000		60,422		49,962		0.25	%
Sound Point CLO XVIII, Ltd.	Structured Finance	5/16/2019	14.91	%	N/A	1/21/2031	250,000		230,810		203,119		1.00	%
THL Credit Wind River 2013-1 CLO, Ltd.	Structured Finance	11/1/2017	11.62	%	N/A	7/22/2030	325,000		264,618		177,925		0.87	%
Venture XXXIV CLO, Ltd.	Structured Finance	7/30/2019	20.38	%	N/A	10/15/2031	250,000		214,584		200,581		0.98	%
Voya IM CLO 2013-1, Ltd.(l)	Structured Finance	6/9/2016	11.26	%	N/A	10/15/2030	278,312		197,848		150,235		0.74	%
Voya CLO 2016-1, Ltd.	Structured Finance	1/22/2016	16.81	%	N/A	1/21/2031	250,000		213,630		204,852		1.00	%
Total Structured Subordinated Notes									$	6,477,517	$	5,633,625	27.64	%

Equity/Other(a)(j)(m)
FullBeauty Brands Holding, Common Stock(h)(i)	Retail	2/7/2019	N/A		N/A	N/A	72		$	208,754	$	—	—	%
Total Equity/Other									$	208,754	$	—	—	%

Total Non-Control/Non-Affiliate Investments									$	38,927,488	$	38,186,486	187.36	%

Affiliate Investments (5.00% to 24.99% voting control):
Equity/Other(a)(j)(m)
ACON IWP Investors I, L.L.C. (h)(i)	Healthcare & Pharmaceuticals	4/30/2015	N/A		N/A	N/A	$	472,357	$	472,357	$	1,002,900	4.92	%
Total Equity/Other									$	472,357	$	1,002,900	4.92	%

Total Affiliate Investments									$	472,357	$	1,002,900	4.92	%

Total Portfolio Investments									$	39,399,845	$	39,189,386	192.28	%

(a) Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (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. Of the Company’s total investments as of March 31, 2021, 16% are non-qualifying assets as a percentage of total assets.

(b) The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L") which resets monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or the prime lending rate ("Prime") and the current contractual interest rate in effect at March 31, 2021. Certain investments are subject to a LIBOR or Prime interest rate floor. The one-month ("1ML"), two-month ("2ML"), three-month ("3ML"), and six-month ("6ML") LIBOR rates are based on the applicable LIBOR rate for each investment on its reset date.

(d) See Note 6 for a discussion of the tax cost of the portfolio.

(e) The structured subordinated notes and preference/preferred shares are considered equity positions in the Collateralized Loan Obligations (“CLOs”), which is referred to as "Subordinated Structured Notes", or "SSN". 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

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF MARCH 31, 2021

(unaudited)

holders and fund expenses. The current estimated yield is calculated using amortized cost 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.

(f) This investment has contractual payment-in-kind (“PIK”) interest. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date.

(g) Security is held by Prospect Flexible Funding, LLC, our SPV, and is pledged as collateral for the Credit Facility and such security is not available as collateral to our general creditors (see Note 11). The fair values of the investments held by the SPV at March 31, 2021 and June 30, 2020 were $31,415,230 and $29,705,147, respectively, representing 80% and 81% of our total investments, respectively.

(h) Affiliated investment as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments. Affiliated funds that are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security. The aggregate fair value of non-controlled, affiliated investments at March 31, 2021 represented 4.92% of the Company’s net assets. Fair value as of March 31, 2021 along with transactions during the nine months ended March 31, 2021 in affiliated investments were as follows:


Non-controlled, Affiliated Investments	Number of Shares	Fair Value at June 30, 2020		Gross Additions (Cost)*		Gross Reductions (Cost)**		Unrealized Change in FMV		Net Realized Gain (Loss)		Fair Value at March 31, 2021		Interest & Dividends Credited to Income
ACON IWP Investors I, L.L.C.	472,357	$	786,988	$	—	$	—	$	215,912	—		$	1,002,900	$	—
Total		$	786,988	$	—	$	—	$	215,912	$	—	$	1,002,900	$	—

*Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

**Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

(i) Represents non-income producing security that has not paid interest or dividends in the year preceding the reporting date.

(j) Investment(s) is (are) valued using significant unobservable inputs and are categorized as Level 3 investments in accordance with ASC 820. See Notes 2 and 8 within the accompanying notes to the consolidated financial statements.

(k) Investment is categorized as Level 2 investments in accordance with ASC 820. See Note 2 within the accompanying notes to the consolidated financial statements.

(l) Acquisition date represents the date of FLEX's initial investment. Follow-on acquisitions have occurred on the following dates to arrive at FLEX's current investment (excluding effects of capitalized PIK interest, premium/original issue discount amortization/accretion, and partial repayments):

Portfolio Company

Investment

Follow-On Acquisition Dates

Follow-On Acquisitions (Excluding initial investment cost)

Ace Cash Express, Inc.

Senior Secured Notes

7/15/2019

493,625

Amerilife Holdings, LLC

Senior Secured Loans-First Lien

11/2/2020

85,227

CareerBuilder

Senior Secured Loans-First Lien

6/5/2020

690,000

Correct Care Solutions Group Holdings, LLC

Senior Secured Loans-First Lien

4/10/2019, 7/25/2019

1,327,000

Digital Room Holdings, Inc

Senior Secured Loans-First Lien

7/16/2019

490,000

Global Tel*Link Corporation

Senior Secured Loans-First Lien

7/9/2019, 7/16/2019

1,436,250

Janus International Group, LLC

Senior Secured Loans-First Lien

8/7/2019

1,498,125

Keystone Acquisition Corp.

Senior Secured Loans-First Lien

4/23/2019, 8/2/2019

1,576,000

Octagon Investment Partners XXI, Ltd.

Structured Subordinated Notes

2/14/2019

35,015

PGX Holdings, Inc.

Senior Secured Loans-First Lien

2/3/2021

1,350,000

Rocket Software, Inc.

Senior Secured Loans-First Lien

6/28/2019, 7/30/2019

1,327,272

Securus Technologies Holdings, Inc.

Senior Secured Loans-First Lien

8/2/2019

908,750

Shutterfly, Inc.

Senior Secured Loans-First Lien

11/18/2019, 11/20/2019

1,361,250

Staples, Inc.

Senior Secured Loans-First Lien

2/3/2020

980,031

Voya IM CLO 2013-1, Ltd.

Structured Subordinated Notes

10/17/2017, 7/1/2019

20,584

(m) None of the investments qualify as restricted securities in accordance with Rule 12-12 of Regulation S-X.

(n) Syndicated investments which were originated by a financial institution and broadly distributed.

(o) Investment on non-accrual status as of the reporting date (see Note 2).

(p) The effective yield has been estimated to be 0% as expected future cash flows are anticipated to not be sufficient to repay the investment at cost. If the expected investment proceeds increase, there is a potential for future investment income from the investment. Distributions, once received, will be recognized as return of capital, and when called, any remaining unamortized investment costs will be written off if the actual distributions are less than the amortized investment cost. To the extent that the cost basis of the SSN is fully recovered, any future distributions will be recorded as realized gains.

(q) During the nine months ended March 31, 2021, the characterization of this investment changed from non-qualifying to qualifying.

See notes to consolidated financial statements.

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2020


							June 30, 2020
Portfolio Company / Security Type	Industry	Acquisition Date	Coupon/Yield (b)		Floor	Legal Maturity	Principal/ Quantity		Amortized Cost (d)		Fair Value (c)		% of Net Assets
Non-Control/Non-Affiliate Investments (less than 5.00% voting control):
Senior Secured Loans-First Lien(j)(l)(n)
Amerilife Holdings, LLC (Delayed Draw - $85,227 Commitment) (g)(m)	Banking, Finance, Insurance & Real Estate	2/6/2020	1ML+4.00% (5.00%)		—	3/18/2027	$	—	$	—	$	—	—	%
Amerilife Holdings, LLC (g)	Banking, Finance, Insurance & Real Estate	2/6/2020	1ML+4.00% (4.17%)		—	3/18/2027	664,773		663,305		663,305		3.39	%
CareerBuilder (g)(k)	Services: Consumer	7/27/2017	3ML+6.75% (7.75%)		1.00	7/31/2023	969,272		901,368		880,423		4.50	%
Correct Care Solutions Group Holdings, LLC (g)(k)	Healthcare & Pharmaceuticals	4/2/2019	1ML+5.50% (5.67%)		—	10/1/2025	2,075,793		2,035,345		2,048,026		10.47	%
Digital Room Holdings, Inc(g)(k)	Media: Broadcasting & Subscription	5/14/2019	6ML+5.00% (6.45%)		—	5/21/2026	1,980,000		1,952,387		1,871,800		9.57	%
GK Holdings, Inc.(i)(o)	Media: Broadcasting & Subscription	1/30/2015	3ML+6.00% (7.94%)		1.00	1/20/2021	118,125		117,703		84,164		0.43	%
Global Tel*Link Corporation (g)(k)	Telecommunications	4/5/2019	1ML+4.25% (4.43%)		—	11/28/2025	1,977,393		1,921,693		1,846,242		9.44	%
Help/Systems Holdings, Inc. (g)	High Tech Industries	11/14/2019	3ML+4.75% (5.75%)		1.00	11/19/2026	1,496,250		1,482,527		1,482,957		7.58	%
Janus International Group, LLC (g)(k)	Construction & Building	7/9/2019	6ML+4.50% (5.57%)		1.00	2/12/2025	1,730,600		1,730,600		1,644,070		8.41	%
Keystone Acquisition Corp. (g)(k)	Healthcare & Pharmaceuticals	4/10/2019	3ML+5.25% (6.25%)		1.00	5/1/2024	2,076,742		2,051,467		2,076,741		10.62	%
McAfee LLC (g)	High Tech Industries	9/17/2017	1ML+3.75% (3.93%)		—	9/30/2024	240,445		238,500		234,868		1.20	%
The Octave Music Group, Inc.(g)	Consumer goods: Durable	2/26/2020	1ML+5.25% (6.25%)		1.00	5/29/2025	743,534		736,490		705,287		3.61	%
PGX Holdings, Inc. (g)	Services: Consumer	4/2/2019	1ML+5.25% (6.25%)		1.00	9/29/2023	706,546		702,636		706,546		3.61	%
Quidditch Acquisition, Inc. (g)	Beverage, Food & Tobacco	3/16/2018	3ML+7.00% (7.31%)		1.00	3/21/2025	488,812		480,745		436,673		2.23	%
Research Now Group, Inc. & Survey Sampling International LLC (g)	Services: Business	4/2/2019	3ML+5.50% (6.50%)		1.00	12/20/2024	1,980,964		1,980,964		1,960,850		10.03	%
Rocket Software, Inc. (g)(k)	High Tech Industries	4/2/2019	1ML+4.25% (4.42%)		—	11/28/2025	2,075,854		2,059,014		2,038,281		10.42	%
Securus Technologies Holdings, Inc.(g)(k)	Telecommunications	7/31/2019	1ML+4.50% (5.50%)		1.00	11/1/2024	1,979,695		1,826,159		1,734,200		8.87	%
Shutterfly, Inc.(g)(k)	Media: Diversified and Production	11/14/2019	3ML+6.00% (6.31%)		1.00	9/25/2026	1,741,935		1,574,165		1,644,000		8.41	%
Sorenson Communications, LLC (g)(k)	Services: Consumer	4/26/2019	3ML+6.50% (6.81%)		—	4/29/2024	1,357,940		1,343,057		1,347,829		6.89	%
Staples, Inc.(g)(k)	Wholesale	11/18/2019	1ML+5.00% (6.31%)		—	4/16/2026	1,989,950		1,965,138		1,807,778		9.24	%
Transplace Holdings, Inc. (g)	Transportation: Cargo	4/10/2019	6ML+3.75% (4.82%)		1.00	10/7/2024	1,486,294		1,469,043		1,469,647		7.51	%
Upstream Newco, Inc.(g)	Services: Consumer	10/24/2019	1ML+4.50% (4.68%)		—	11/20/2026	1,745,625		1,737,622		1,654,970		8.46	%
Vero Parent Inc. (Sahara) (g)	High Tech Industries	8/11/2017	3ML+6.25% (6.61%)		—	8/16/2024	340,436		337,697		314,904		1.61	%
Total Senior Secured Loans-First Lien									$	29,307,625	$	28,653,561	146.50	%

Senior Secured Loans-Second Lien(j)(l)(n)
Encino Acquisition Partners Holdings, LLC (g)	Energy: Oil & Gas	9/25/2018	1ML+6.75% (7.75%)		1.00	10/29/2025	$	500,000	$	495,842	$	365,000	1.87	%
FullBeauty Brands Holding(f)	Retail	2/7/2019	7%		—	1/31/2025	11,825		9,742		1,774		0.01	%
GK Holdings, Inc.(i)(o)	Media: Broadcasting & Subscription	1/30/2015	3ML+10.25% (12.19%)		1.00	1/21/2022	125,000		123,498		75,624		0.39	%
Inmar, Inc. (g)	Media: Advertising, Printing&Publishing	4/25/2017	6ML+8.00% (9.07%)		1.00	5/1/2025	500,000		493,860		332,812		1.70	%
McAfee LLC (g)	High Tech Industries	9/27/2017	1ML+8.50% (9.50%)		1.00	9/29/2025	437,500		435,130		437,938		2.24	%

Total Senior Secured Loans-Second Lien									$	1,558,072	$	1,213,148	6.21	%

Senior Secured Notes (a)(j)(l)
Ace Cash Express, Inc.(k)	Financial	12/8/2017	12.00	%	N/A	12/15/2022	$	1,000,000	$	955,986	$	811,267	4.15	%
Total Senior Secured Notes									$	955,986	$	811,267	4.15	%

Structured Subordinated Notes (a)(e)(j)(l)
Apidos CLO XXIV	Structured Finance	5/17/2019	20.83	%	N/A	10/20/2030	$	250,000	$	158,111	$	144,237	0.74	%
Apidos CLO XXVI	Structured Finance	7/25/2019	20.52	%	N/A	7/18/2029	250,000		176,714		171,189		0.88	%

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2020


							June 30, 2020
Portfolio Company / Security Type	Industry	Acquisition Date	Coupon/Yield (b)		Floor	Legal Maturity	Principal/ Quantity		Amortized Cost (d)		Fair Value (c)		% of Net Assets
California CLO IX, Ltd.	Structured Finance	12/13/2019	23.03	%	N/A	7/16/2032	500,000		183,350		219,316		1.12	%
Carlyle Global Market Strategies CLO 2014-4-R, Ltd.	Structured Finance	4/7/2017	16.89	%	N/A	7/15/2030	250,000		183,549		152,090		0.78	%
Carlyle Global Market Strategies CLO 2017-5, Ltd.	Structured Finance	12/18/2017	13.44	%	N/A	1/22/2030	500,000		480,053		388,680		1.99	%
Galaxy XIX CLO, Ltd.	Structured Finance	12/5/2016	15.57	%	N/A	7/24/2030	250,000		172,025		107,770		0.55	%
GoldenTree Loan Opportunities IX, Ltd.	Structured Finance	7/19/2017	14.57	%	N/A	10/29/2029	250,000		192,349		132,052		0.68	%
Madison Park Funding XIII, Ltd.	Structured Finance	11/6/2015	21.73	%	N/A	4/22/2030	250,000		174,573		163,995		0.84	%
Madison Park Funding XIV, Ltd.	Structured Finance	11/16/2015	14.66	%	N/A	10/22/2030	250,000		183,577		141,354		0.72	%
Octagon Investment Partners XIV, Ltd.	Structured Finance	12/1/2017	15.14	%	N/A	7/16/2029	850,000		540,175		412,590		2.11	%
Octagon Investment Partners XV, Ltd.	Structured Finance	5/23/2019	18.90	%	N/A	7/19/2030	500,000		284,052		261,483		1.34	%
Octagon Investment Partners XXI,Ltd.(k)	Structured Finance	1/6/2016	13.69	%	N/A	2/14/2031	387,538		233,443		161,650		0.83	%
Octagon Investment Partners 30, Ltd.	Structured Finance	11/16/2017	12.72	%	N/A	3/17/2030	475,000		439,458		338,256		1.73	%
Octagon Investment Partners 31, Ltd.	Structured Finance	12/20/2019	30.01	%	N/A	7/20/2030	250,000		150,012		142,543		0.73	%
Octagon Investment Partners 36, Ltd.	Structured Finance	12/20/2019	24.76	%	N/A	4/15/2031	500,000		405,831		366,602		1.87	%
Octagon Investment Partners 39, Ltd.	Structured Finance	1/9/2020	23.29	%	N/A	10/21/2030	250,000		188,817		176,010		0.90	%
OZLM XII, Ltd.	Structured Finance	1/17/2017	0.33	%	N/A	4/30/2027	275,000		197,010		117,712		0.60	%
Sound Point CLO II, Ltd.	Structured Finance	5/16/2019	15.39	%	N/A	1/26/2031	1,500,000		870,827		675,904		3.45	%
Sound Point CLO VII-R, Ltd.	Structured Finance	8/23/2019	19.90	%	N/A	10/23/2031	150,000		60,832		51,653		0.25	%
Sound Point CLO XVIII, Ltd.	Structured Finance	5/16/2019	14.01	%	N/A	1/21/2031	250,000		236,191		204,742		1.05	%
THL Credit Wind River 2013-1 CLO, Ltd.	Structured Finance	11/1/2017	9.84	%	N/A	7/22/2030	325,000		241,512		145,769		0.75	%
Venture XXXIV CLO, Ltd.	Structured Finance	7/30/2019	17.97	%	N/A	10/15/2031	250,000		212,471		195,325		1.00	%
Voya IM CLO 2013-1, Ltd.(k)	Structured Finance	6/9/2016	8.67	%	N/A	10/15/2030	278,312		190,763		136,471		0.70	%
Voya CLO 2016-1, Ltd.	Structured Finance	1/22/2016	15.31	%	N/A	1/21/2031	250,000		216,424		191,346		0.97	%
Total Structured Subordinated Notes(e)									$	6,372,119	$	5,198,739	26.58	%

Equity/Other(a)(j)(l)
FullBeauty Brands Holding, Common Stock(h)(i)	Retail	2/7/2019	N/A		N/A	N/A	$	72	$	208,754	$	—	—	%
Total Equity/Other									$	208,754	$	—	—	%

Total Non-Control/Non-Affiliate Investments									$	38,402,556	$	35,876,715	183.44	%

Affiliate Investments (5.00% to 24.99% voting control):
Equity/Other(a)(j)(l)
ACON IWP Investors I, L.L.C. (h)(i)	Healthcare & Pharmaceuticals	4/30/2015	N/A		N/A	N/A	$	472,357	$	472,357	$	786,988	4.02	%
Total Equity/Other									$	472,357	$	786,988	4.02	%

Total Affiliate Investments									$	472,357	$	786,988	4.02	%

Total Portfolio Investments									$	38,874,913	$	36,663,703	187.46	%

(a) Indicates assets that the Company believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (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. Of the Company’s total investments as of June 30, 2020, 16% are non-qualifying assets as a percentage of total assets.

(b) The majority of the investments bear interest at a rate that may be determined by reference to London Interbank Offered Rate ("LIBOR" or "L") which resets monthly, quarterly, or semiannually. For each such investment, the Company has provided the spread over LIBOR or the prime lending rate ("Prime") and the current contractual interest rate in effect at June 30, 2020. Certain investments are subject to a LIBOR or Prime interest rate floor. The one-month ("1ML"), two-month ("2ML"), three-month ("3ML"), and six-month ("6ML") LIBOR rates are based on the applicable LIBOR rate for each investment on its reset date.

(d) See Note 6 for a discussion of the tax cost of the portfolio.

PROSPECT FLEXIBLE INCOME FUND, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS AS OF JUNE 30, 2020

(f) This investment has contractual payment-in-kind (“PIK”) interest. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date.

(g) Security is held by Prospect Flexible Funding, LLC, our SPV, and is pledged as collateral for the Credit Facility and such security is not available as collateral to our general creditors (see Note 11). The fair values of the investments held by the SPV at June 30, 2020 and June 30, 2019 were $29,705,147 and $15,859,230, respectively, representing 81% and 66% of our total investments, respectively.

(h) Affiliated investment as defined by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s outstanding voting securities and the investments are not classified as controlled investments. Affiliated funds that are managed by an affiliate of Triton Pacific Adviser, LLC also hold investments in this security. The aggregate fair value of non-controlled, affiliated investments at June 30, 2020 represented 4.02% of the Company’s net assets. Fair value as of June 30, 2020 along with transactions during the year ended June 30, 2020 in affiliated investments were as follows:


Non-controlled, Affiliated Investments	Number of Shares	Fair Value at June 30, 2019		Gross Additions (Cost)*		Gross Reductions (Cost)**		Unrealized Change in FMV		Net Realized Gain (Loss)		Fair Value at June 30, 2020		Interest & Dividends Credited to Income
ACON IWP Investors I, L.L.C.	472,357	$	570,816	$	—	$	—	$	216,172	—		$	786,988	$	—
Total		$	570,816	$	—	$	—	$	216,172	$	—	$	786,988	$	—

(i) Represents non-income producing security that has not paid interest or dividends in the year preceding the reporting date.

(j) Investments are valued using significant unobservable inputs and are categorized as Level 3 investments in accordance with ASC 820. See Notes 2 and 8 within the accompanying notes to the consolidated financial statements.

(k) Acquisition date represents the date of FLEX's initial investment. Follow-on acquisitions have occurred on the following

dates to arrive at FLEX's current investment (excluding effects of capitalized PIK interest, premium/original issue discount

amortization/accretion, and partial repayments):

Portfolio Company

Investment

Follow-On Acquisition Dates

Follow-On Acquisitions (Excluding initial investment cost)

Ace Cash Express, Inc.

Senior Secured Notes

7/15/2019

493,625

CareerBuilder

Senior Secured Loans-First Lien

6/5/2020

690,000

Correct Care Solutions Group Holdings, LLC

Senior Secured Loans-First Lien

4/10/2019, 7/25/2019

1,327,000

Digital Room Holdings, Inc

Senior Secured Loans-First Lien

7/16/2019

490,000

Global Tel*Link Corporation

Senior Secured Loans-First Lien

7/9/2019, 7/16/2019

1,436,250

Janus International Group, LLC

Senior Secured Loans-First Lien

8/7/2019

1,498,125

Keystone Acquisition Corp.

Senior Secured Loans-First Lien

4/23/2019, 8/2/2019

1,576,000

Octagon Investment Partners XXI, Ltd.

Structured subordinated notes

2/14/19

35,015

Rocket Software, Inc.

Senior Secured Loans-First Lien

6/28/2019, 7/30/2019

1,327,272

Securus Technologies Holdings, Inc.

Senior Secured Loans-First Lien

8/2/2019

908,750

Shutterfly, Inc.

Senior Secured Loans-First Lien

11/18/2019, 11/20/2019

1,361,250

Sorenson Communications, LLC

Senior Secured Loans-First Lien

5/27/2020

985,000

Staples, Inc.

Senior Secured Loans-First Lien

2/3/2020

980,031

Voya IM CLO 2013-1, Ltd.

Structured subordinated notes

10/17/2017, 7/1/2019

20,584

(l) None of the investments qualify as restricted securities in accordance with Rule 12-12 of Regulation S-X.

(m) Delayed draw term loans to our portfolio companies incur commitment and unused fees ranging from 0.00% to 4.00%. As of June 30, 2020, we had $85,227 of delayed draw term loan commitments to our portfolio companies. There were no delayed draw term loan commitments as of June 30, 2019.

(n) Syndicated investments which were originated by a financial institution and broadly distributed.

(o) Investment on non-accrual status as of the reporting date (see Note 2).

See notes to consolidated financial statements.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

NOTE 1 - NATURE OF OPERATIONS

Prospect Flexible Income Fund, Inc. (formerly known as Triton Pacific Investment Corporation, Inc. and TP Flexible Income Fund, Inc.) (the “Company”, "FLEX", “our”, “us”, “we”), incorporated in Maryland on April 29, 2011, is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We expect that at least 70% of our portfolio of investments will consist primarily of syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, and that up to 30% of our portfolio of investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt tranches of a type of pools of broadly syndicated loans known as collateralized loan obligations ("CLOs"), which we also refer to as subordinated structured notes ("SSNs"). Pursuant to our Articles of Incorporation, as amended, restated and supplemented, the Company is authorized to issue 75,000,000 shares of common stock with a par value of $0.001 per share. Additionally, the Company is authorized to issue 25,000,000 shares of preferred stock with a par value of $0.001 per share. The Company previously offered for sale a maximum of $300,000,000 of shares of common stock on a “best efforts” basis pursuant to a registration statement on Form N-2 filed with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, that was dated and became effective on October 27, 2020 (the “Offering”). The Company's initial registration statement on Form N-2 was declared effective on September 4, 2012 and the Company commenced the Offering on such date. On June 25, 2014, the Company met its minimum offering requirement of $2,500,000 and released all shares held in escrow. On and effective February 19, 2021, the Company terminated the Offering and, as a result, the Company's Amended and Restated Dealer Manager Agreement, dated August 6, 2020, with Triton Pacific Securities, LLC ("TPS") terminated in accordance with its terms and TPS ceased serving as the Company's dealer manager effective as of such date. The Company is engaged in discussions with and due diligence of other firms to potentially serve in the future capacity as the Company’s dealer manager regarding potential future capital raises of the Company.

On March 31, 2019, Pathway Capital Opportunity Fund, Inc. (“PWAY”) merged with and into us (the “Merger”). As the combined surviving company, we were renamed TP Flexible Income Fund, Inc. (we were formerly known as Triton Pacific Investment Corporation, Inc. (“TPIC”)). In connection with the Merger, Prospect Flexible Income Management, LLC (the "Adviser"), an affiliate of PWAY, became our investment adviser, and Prospect Administration LLC (the "Administrator"), an affiliate of the Adviser, became our administrator. Although PWAY merged into us in connection with the Merger, PWAY is considered the accounting survivor of the Merger and its historical financial statements are included and discussed in this report. The Company adopted PWAY’s fiscal year end of June 30.

On and effective August 5, 2020, the Company changed its name to Prospect Flexible Income Fund, Inc. from TP Flexible Income Fund, Inc. by filing Articles of Amendment to its Fourth Articles of Amendment and Restatement, as amended and supplemented.

The Adviser was formed in Delaware as a private investment management firm and is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended, or the Advisers Act. The Adviser oversees the management of our activities and is responsible for making the investment decisions with respect to our investment portfolio, subject to the oversight of our board of directors. See "Note 15 - Subsequent Events" for additional information regarding the Adviser and our investment advisory agreement.

On May 16, 2019, we formed a wholly-owned subsidiary TP Flexible Funding, LLC (the “SPV”), 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 the SPV. This subsidiary has been consolidated since operations commenced. On and effective August 5, 2020, the Company changed the name of the SPV to Prospect Flexible Funding, LLC.

In the opinion of management, the unaudited financial results included herein contain all adjustments, consisting solely of normal accruals, considered necessary for the fair statement of the results for the interim period included herein. The interim consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2020, as filed with the Securities and Exchange Commission (“SEC”).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

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 FLEX and the SPV. All intercompany balances and transactions have been eliminated in consolidation.

Management Estimates and Assumptions. 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 the issuers of our investment portfolio and any other parameters used in determining these estimates could cause actual results to differ, and these differences could be material.

Cash. All cash balances are maintained with high credit quality financial institutions which are members of the Federal Deposit Insurance Corporation ("FDIC"). Cash held at financial institutions, at times, may exceed the FDIC insured limit.

Valuation of Portfolio Investments. The Company determines the fair value of its investment portfolio each quarter. The fair values of the Company’s investments are determined in good faith by the Company’s board of directors. The Company’s board of directors is solely responsible for the valuation of the Company’s portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and consistently applied valuation process.

In connection with that determination, the Adviser provides the Company’s board of directors with portfolio company valuations which are based on relevant inputs which may include indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by third-party valuation services.

We follow guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which classifies the inputs used to measure fair values into the following hierarchy:

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access 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 an inactive market, 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 is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The 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.

Securities that are publicly-traded are valued at the reported closing price on the valuation date. Securities traded in the over-the-counter market are valued by an independent pricing agent or more than one principal market maker, if available, otherwise a principal market maker or a primary market dealer. We value over-the-counter securities by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent pricing agent and screened for validity by such service. As a result of the volatility and disruption to the global economy from the Wuhan Virus pandemic (as further discussed in Note 8), certain market quotations were not deemed to represent fair value.

When 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 for each quarter, as described below, and such investments are classified in Level 3 of the fair value hierarchy:

1. Each portfolio company or investment is reviewed by investment professionals of the Adviser with the independent valuation firms engaged by our board of directors.

2. The independent valuation firms prepare independent valuations based on their own independent assessments and issue their reports.

3. The audit committee of our board of directors (the “Audit Committee”) reviews and discusses with the independent valuation firms the valuation reports, and then makes a recommendation to our board of directors of the value for each investment.

4. Our board of directors discusses valuations and determines the fair value of such investments in our portfolio in good faith based on the input of the Adviser, the respective independent valuation firms and the Audit Committee.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

Most of our non-CLO investments are classified as Level 3 fair value measured securities under ASC 820 and are valued utilizing broker quotes, yield technique, enterprise value (“EV”) technique, net asset value technique, liquidation technique, discounted cash flow technique, expected recovery, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, 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) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment by dividing a relevant earnings stream by an appropriate capitalization rate. The liquidation technique 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 technique converts 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 fair value measurement is based on the net present value indicated by current market expectations about those future amounts.

The types of factors that are taken into account in fair value determination include, as relevant, market changes in expected returns for similar investments, performance improvement or deterioration, security covenants, call protection provisions, and information rights, the nature and realizable value of any collateral, the issuer’s ability to make payments and its earnings and cash flows, the principal markets in which the issuer does business, publicly available financial ratios of peer companies, comparisons to traded securities, the principal market, enterprise values, and other relevant factors.

Our investments in CLOs are classified as Level 3 fair value measured securities under ASC 820 and are valued using a discounted multi-path cash flow model. The CLO structures are analyzed to identify the risk exposures and to determine an appropriate call date (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations, which is a simulation used to model the probability of different outcomes, to generate probability-weighted (i.e., multi-path) cash flows from the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market as well as certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the multi-path cash flows. 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. The main risk factors are default risk, prepayment 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 11 for the disclosure of the fair value of our outstanding debt and the market observable inputs used in determining fair value.

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.

Credit Spread Risk

Credit spreads risk represents the risk that with higher interest rates comes a higher risk of defaults.

Default Risk

Default risk is the risk that a borrower will be unable to make the required payments on their debt obligation.

Downgrade Risk

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

Downgrade risk results when rating agencies lower their rating on a bond which are usually accompanied by bond price declines.

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 us less likely to fully earn all of the expected income of that security and reinvesting in a lower yielding instrument.

Structured Credit Related Risk

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.

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.

As a BDC, we must not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). As of March 31, 2021 and June 30, 2020, our qualifying assets as a percentage of total assets, stood at 83.96% and 83.78%, respectively.

Investment Transactions. 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. Specifically, we record all security transactions on a trade date basis. 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. Amounts for investments traded but not yet settled are reported in Payable for investments purchased and Receivable for investments sold on the Consolidated Statements of Assets and Liabilities.

Revenue Recognition. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Accretion of such purchase discounts or amortization of such premiums is calculated using the effective interest method as of the settlement date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or bond, any unamortized discount or premium is recorded as interest income. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. 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 are either applied to the cost basis or interest income, depending upon management’s judgment of the collectibility of the loan receivable. 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 and future principal and interest collections when due are probable. Interest received and applied against cost while a loan is on non-accrual, and PIK interest capitalized but not recognized while on non-accrual, is recognized prospectively on the effective yield basis through maturity of the loan when placed back on accrual status, to the extent deemed collectible by management. As of March 31, 2021 and June 30, 2020, the Company had two loans on non-accrual status. Loan origination fees are capitalized and the Company accretes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees are recorded as interest income. Upfront structuring fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

Some of our loans and other investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, we capitalize the accrued interest (reflecting such amounts in the basis as additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. At the point that we believe PIK is not fully expected to be realized, the PIK investment will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. We do not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if we believe that PIK is expected to be realized.

Interest income from investments in Structured Subordinated Notes (typically preferred shares, income notes or subordinated notes of CLO funds) is recorded based on an estimation of an effective yield to expected maturity utilizing assumed future cash flows in accordance with ASC 325-40, Beneficial Interest in the Securitized Financial Assets. The Company monitors the expected cash inflows from CLO equity investments, including the expected residual payments, and the estimated effective yield is determined and updated periodically.

Due from and to Adviser. Amounts due from the Adviser are for amounts waived under the ELA (as such term is defined in Note 4) and amounts due to the Adviser are for base management fees, incentive fees, operating expenses paid on our behalf and offering and organization expenses paid on our behalf. As of June 30, 2020, the due from and due to Adviser balances were presented net on the Consolidated Statements of Assets and Liabilities. All balances due from and to the Adviser are settled quarterly.

Payment-In-Kind Interest. The Company has certain investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. For the three months ended March 31, 2021 and 2020, PIK interest included in interest income totaled $22,363 and $29, respectively. For the nine months ended March 31, 2021 and 2020, PIK interest included in interest income totaled $37,518 and $87, respectively. The Company stops accruing PIK interest when it is determined that PIK interest is no longer collectible. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income must be paid out to the stockholders in the form of distributions, even though the Company has not yet collected the cash.

Offering Costs and Expenses. The Company will incur certain costs and expenses in connection with registering to sell shares of its common stock. These costs and expenses principally relate to certain costs and expenses for advertising and sales, printing and marketing costs, professional and filing fees. Offering costs incurred by the Company are capitalized to deferred offering costs on the Consolidated Statements of Assets and Liabilities and amortized to expense over the 12 month period following such capitalization on a straight line basis.

Dividends and Distributions. Dividends and distributions to common stockholders are recorded on the record date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our board of directors quarterly and generally depends on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our board of directors deems relevant from time to time. Net realized capital gains, if any, are distributed at least annually.

Financing Costs. We record origination expenses related to our Revolving Credit Facility as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation of our Revolving Credit Facility. (See Note 11 for further discussion).

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. As of March 31, 2021 and June 30, 2020, there were no issued convertible securities.

Net Realized and Net Change in Unrealized Gains or Losses. Gains or losses on the sale of investments are calculated by using the specific identification method. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Federal and State Income Taxes. The Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and intends to continue to comply with the requirements of the Code applicable to RICs. As a RIC, the Company is required to distribute at least 90% of its investment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

company taxable income and intends to distribute (or retain through a deemed distribution) all of its investment company taxable income and net capital gain to stockholders; therefore, the Company has made no provision for income taxes. The character of income and gains that the Company 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 the Company does not distribute (or is not deemed to have distributed) at least 98% of its annual ordinary income and 98.2% of its net capital gains in the calendar year earned, it will generally be required to pay an excise tax equal to 4% of the amount by which 98% of its annual ordinary income and 98.2% of its capital gains exceeds the distributions from such taxable income for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, it accrues excise taxes, if any, on estimated excess taxable income. As of March 31, 2021, the Company does not expect to have any excise tax due for the 2021 calendar year. Thus, the Company has not accrued any excise tax for this period.

If the Company fails to satisfy the annual distribution requirement or otherwise fails to qualify as a RIC in any taxable year, it would be subject to tax on all of its taxable income at regular corporate income tax rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. Distributions would generally be taxable to the Company’s 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 its 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, the Company would be required to distribute to its shareholders its accumulated earnings and profits attributable to non-RIC years. In addition, if the Company 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, it 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 five years.

The Company follows 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 March 31, 2021, the Company did not record any unrecognized tax benefits or liabilities. 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 the Company files both federal and state income tax returns, its major tax jurisdiction is federal. The Company’s federal tax returns for the tax years ended December 31, 2017 and thereafter remain subject to examination by the Internal Revenue Service.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three months and nine months ended March 31, 2021.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. The standard modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. ASU No. 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. The adoption of ASU 2018-13 did not have a material effect on our consolidated financial statements and disclosures.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The effectiveness of the amended guidance in ASU 2016-13 did not have a material effect on our consolidated financial statements and disclosures.

NOTE 3 - SHARE TRANSACTIONS

Below is a summary of transactions with respect to shares of common stock of FLEX during the three months and nine months ended March 31, 2021:


	Three Months Ended March 31, 2021			Nine Months Ended March 31, 2021
	FLEX Class A Common Shares			FLEX Class A Common Shares
	Shares	Amount		Shares	Amount
Shares issued	—	$	—	31,133	$	281,000
Shares issued through reinvestment of distributions	23,092	200,838		69,393	590,539
Repurchase of common shares	(21,588)	(192,133)		(77,360)	(658,734)
Net increase/(decrease) from capital transactions	1,504	$	8,705	23,166	$	212,805

Below is a summary of transactions with respect to shares of common stock of FLEX during the three months and nine months ended March 31, 2020:


	Three Months Ended March 31, 2020			Nine Months Ended March 31, 2020
	FLEX Class A Common Shares			FLEX Class A Common Shares
	Shares	Amount		Shares	Amount
Shares issued	55,529	$	631,920	57,726	$	656,920
Shares issued through reinvestment of distributions	21,162	226,437		60,907	651,729
Repurchase of common shares	(19,743)	(211,246)		(105,947)	(998,294)
Net increase/(decrease) from capital transactions	56,948	$	647,111	12,686	$	310,355

Status of Continuous Public Offering

The proceeds from the issuance of common stock pursuant to the Offering as presented on the accompanying Consolidated Statements of Changes in Net Assets and Consolidated Statements of Cash Flows are presented net of selling commissions and dealer manager fees. The tables above are presented gross of selling commissions and dealer manager fees for the three months and nine months ended March 31, 2021 and 2020. On and effective February 19, 2021, the Company terminated the Offering.

The net increase (decrease) from capital transactions during the three months and nine months ended March 31, 2021 and 2020 also includes reinvested stockholder distributions as noted in the tables above.

Share Repurchase Program

The Company intends to continue to conduct quarterly tender offers pursuant to its share repurchase program. The Company’s board of directors will consider the following factors, among others, in making its determination regarding whether to cause the Company to offer to repurchase shares of common stock and under what terms:

• the effect of such repurchases on the Company’s qualification as a RIC (including the consequences of any necessary asset sales);

• the liquidity of the Company’s assets (including fees and costs associated with disposing of assets);

• the Company’s investment plans and working capital requirements;

• the relative economies of scale with respect to the Company’s size;

• the Company’s history in repurchasing shares of common stock or portions thereof; and

• the condition of the securities markets.

The Company currently intends to limit the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock it can repurchase with the proceeds it receives from the issuance of shares of common stock under its distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

cash on hand, cash available from borrowings and cash from the liquidation of securities investments as of the end of the applicable period to repurchase shares of common stock. In addition, the Company will limit the number of shares of common stock to be repurchased in any calendar year to 10% of the weighted average number of shares of common stock outstanding in the prior calendar year, or 2.5% in each calendar quarter, though the actual number of shares of common stock that the Company offers to repurchase may be less in light of the limitations noted above.

Our board of directors reserves the right, in its sole discretion, to limit the number of shares to be repurchased for each class by applying the limitations on the number of shares to be repurchased, noted above, on a per class basis. We further anticipate that we will offer to repurchase such shares on each date of repurchase at a price equal to the current net offering price on each date of repurchase. If the amount of repurchase requests exceeds the number of shares we seek to repurchase, we will repurchase shares on a pro-rata basis. As a result, we may repurchase less than the full amount of shares that stockholders submit for repurchase. If we do not repurchase the full amount of the shares that stockholders have requested to be repurchased, or we determine not to make repurchases of our shares, stockholders may not be able to dispose of their shares. Any periodic repurchase offers will be subject in part to our available cash and compliance with the 1940 Act.

Special Repurchase Offer

At the 2019 Annual Meeting of TPIC's stockholders (the "2019 Annual Meeting"), TPIC’s stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. Because our securities are not listed on a national securities exchange, pursuant to the requirements of the Small Business Credit Availability Act (the "SBCAA") we were required to conduct four quarterly tender offers (the "Special Repurchase Offer" or "Special Repurchase Offers") that, taken together, allowed all of the former stockholders of TPIC (the "Eligible Stockholders") as of March 15, 2019, the date of the 2019 Annual Meeting, to have those shares that such Eligible Stockholders held as of that date to be repurchased by us. PWAY stockholders who became our stockholders in connection with the Merger were not eligible to participate in these Special Repurchase Offers. In addition, shares of our common stock acquired after the date of the 2019 Annual Meeting were not eligible for repurchase in these Special Repurchase Offers. These Special Repurchase Offers were separate and apart from our share repurchase program discussed above.

The Special Repurchase Offer consisted of four quarterly tender offers, the first of which occurred in the second calendar quarter of 2019, the second of which occurred in the third calendar quarter of 2019, the third of which occurred in the fourth calendar quarter of 2019 and the last of which occurred in the first calendar quarter of 2020. Each of the four tender offers that were part of the Special Repurchase Offer allowed the Eligible Stockholders to tender for repurchase up to 25% of their shares held as of the date of the 2019 Annual Meeting. The repurchase price for any shares tendered during the Special Repurchase Offer was equal to the net asset value per share of our common stock as of the date of each such repurchase.

In connection with each tender offer that was part of the Special Repurchase Offer, we provided notice to all Eligible Stockholders describing the terms of the Special Repurchase Offer and other information such Eligible Stockholders should consider in deciding whether to tender their shares to us in the Special Repurchase Offer. These documents are available on our website at www.flexbdc.com. Each Eligible Stockholder had not less than 20 business days from the date of that notice to elect to tender their shares back to us.

The payment for the eligible shares that were tendered in each Special Repurchase Offer was paid promptly at the end of the applicable Special Repurchase Offer in accordance with the 1940 Act. At the discretion of our board of directors, we used cash on hand, cash available from borrowings, cash available from the issuance of new shares of our common stock and cash from the sale of our investments to fund the aggregate purchase price payable as a result of any Special Repurchase Offer.

Below is a summary of transactions with respect to shares of common stock during each tender offer:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


Quarterly Offer Date	Repurchase Effective Date	Shares Repurchased	Percentage of Shares Tendered That Were Repurchased		Repurchase Price Per Share		Aggregate Consideration for Repurchased Shares
Three months ended March 31, 2021
March 31, 2021	February 10, 2021	21,588	10	%	$	8.90	192,133
Total for the three months ended March 31, 2021		21,588					$	192,133

Nine months ended March 31, 2021
September 30, 2020	July 22, 2020	28,786	44	%	$	8.25	$	237,488
December 31, 2020	November 2, 2020	26,986	15	%	$	8.49	229,113
March 31, 2021	February 10, 2021	21,588	10	%	$	8.90	192,133
Total for the nine months ended March 31, 2021		77,360					$	658,734

Year ended June 30, 2020
September 30, 2019(1)	October 8, 2019	34,489	100	%	$	9.46	$	326,262
December 31, 2019(1)	December 27, 2019	51,715	100	%	$	8.91	460,786
March 31, 2020	February 21, 2020	19,743	12	%	$	10.70	211,246
June 30, 2020(1)	April 14, 2020	52,987	100	%	$	8.05	426,546
Total for the year ended June 30, 2020		158,934					$	1,424,840

Year ended June 30, 2019
June 30, 2018(2)	August 7, 2018	31,716	100	%	Class A:$12.67 Class I: $12.70		$	401,849
September 30, 2018(2)	November 13, 2018	19,180	100	%	Class A:$11.35		217,695
December 31, 2018(2)	February 15, 2019	17,748	100	%	Class A:$10.80		191,672
June 30, 2019(1)	June 27, 2019	49,916	100	%	Class A:$9.93		495,169
Total for the year ended June 30, 2019		118,560					$	1,306,385

(1) Subsequent to the Merger on March 31, 2019, FLEX Class A common shares were tendered in a Special Repurchase Offer.

(2) As part of the Merger each outstanding Class A and Class I share of PWAY common stock was canceled and retired in exchange for 1.2848 and 1.2884 shares, respectively, of TPIC Class A common stock as consideration for the Merger. From and after the Merger date of March 31, 2019 (Effective Time), shares of PWAY common stock are no longer outstanding and cease to exist.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

NOTE 4 - RELATED PARTY TRANSACTIONS AND ARRANGEMENTS

Administration Agreement

Pursuant to the agreement and plan of merger, as amended and restated, between TPIC and PWAY, the Administrator, an affiliate of the Adviser, became the administrator for the Company pursuant to an administrative agreement, as amended and restated as of June 17, 2019 (the "Administration Agreement"). The Administrator performs, oversees and arranges for the performance of administrative services necessary for the operation of the Company. These services include, but are not limited to, accounting, finance and legal services. For providing these services, facilities and personnel, the Company reimburses the Administrator for the Company’s actual and allocable portion of expenses and overhead incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and the Company’s allocable portion of the costs of its Chief Financial Officer and Chief Compliance Officer and her staff. For the three months ended March 31, 2021 and 2020, allocation of overhead from the Administrator to the Company was $190,039 and $114,765, respectively. For the nine months ended March 31, 2021 and 2020, administrative costs incurred by the Company to the Administrator were $664,312 and $452,081, respectively. As of March 31, 2021 and June 30, 2020, $185,820 and $122,384, respectively, was payable to the Administrator by the Company.

Investment Advisory Agreement

The Company entered into an Investment Advisory Agreement, dated March 31, 2019, with our Adviser (the “Investment Advisory Agreement”). We pay our Adviser a fee for its services under the Investment Advisory Agreement consisting of two components - a base management fee and an incentive fee. The cost of both the base management fee payable to the Adviser and any incentive fees it earns will ultimately be borne by our stockholders. See "Note 15 - Subsequent Events" for additional information regarding our Adviser and the Investment Advisory Agreement.

Base Management Fee. The base management fee is calculated at an annual rate of 1.75% (0.4375% quarterly) of our average total assets, which includes any borrowings for investment purposes. For the first quarter of our operations commencing with the date of the Investment Advisory Agreement, the base management fee was calculated based on the average value of our total assets as of the date of the Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Subsequently, the base management fee is payable quarterly in arrears, and is calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and is appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month or quarter is appropriately pro-rated. At the Adviser’s option, the base management fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines.

The total base management fee incurred by the Adviser was $189,019 and $185,935 during the three months ended March 31, 2021 and 2020, respectively. The total base management fee incurred by the Adviser was $556,750 and $525,549 during the nine months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021, the base management fee was not waived by the Adviser. During the nine months ended March 31, 2021, base management fees of $183,386 related to the three months ended September 30, 2020 were waived by the Adviser. During the nine months ended March 31, 2020, base management fees of $525,549 were waived by the Adviser. As of March 31, 2021, the total base management fee due to the Adviser after the waiver was $373,364. As of June 30, 2020, the total base management fee due to the Adviser after the waiver was $0.

Incentive Fee- Subordinated Incentive Fee on Income. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For purpose of this fee “pre-incentive fee net investment income” means interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses reimbursed under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income and capital gains). 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 preferred return, or “hurdle,” of 1.5% per quarter (6.0% annualized) and a “catch-up” feature measured as of the end of each calendar quarter as discussed below. The subordinated incentive fee on income for each calendar quarter is paid to our Adviser as follows: (1) no incentive fee is payable to our Adviser in any calendar quarter in which our pre-incentive fee net

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

investment income does not exceed the fixed preferred return rate of 1.5%; (2) 100% 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 fixed preferred return but is less than or equal to 1.875% in any calendar quarter (7.5% annualized); and (3) 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 1.875% in any calendar quarter (7.5% annualized). This reflects that once the fixed preferred return is reached and the catch-up is achieved, 20.0% of all pre-incentive fee net investment income thereafter is allocated to our Adviser. 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.

Incentive Fee- Capital Gains Incentive Fee. The second part of the incentive fee, which is referred to as 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 our 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 our 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 amortized 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 amortized 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 amortized 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. Operating expenses are not taken into account when determining capital gains incentive fees.

There were no incentive fees payable as of March 31, 2021 or June 30, 2020. During the three months and nine months ended March 31, 2021 and 2020, there were no incentive fees incurred.

Co-Investments

On January 13, 2020, the parent company of the Adviser received an exemptive order from the SEC (the “Order”),which superseded a prior co-investment exemptive order granted on February 10, 2014, granting the ability to negotiate terms other than price and quantity of co-investment transactions with other funds managed by the Adviser or certain affiliates, including Prospect Capital Corporation (“PSEC”) and Priority Income Fund, Inc. (“PRIS”), where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions included therein.

Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s 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 the Company and its stockholders and do not involve overreaching of the Company or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s investment objective and strategies. In certain situations where co-investment with one or more funds managed or owned by the 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 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, the Company will be unable to invest in any issuer in which one or more funds managed or owned by the Adviser or its affiliates has previously invested.

Allocation of Expenses

The cost of valuation services for CLOs is initially borne by PRIS, which then allocates to the Company its proportional share of such expense. During the three months ended March 31, 2021 and 2020, PRIS incurred $13,633 and $22,158, respectively, in expenses related to valuation services that are attributable to the Company. During the nine months ended March 31, 2021 and 2020, PRIS incurred $39,910 and $60,813, respectively, in expenses related to valuation services that are attributable to the Company. The Company reimburses PRIS for these expenses and includes them as part of Valuation services on the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

Consolidated Statements of Operations. As of March 31, 2021 and June 30, 2020, $13,400 and $13,516, respectively, of expense is due to PRIS, which is presented as part of Due to Affiliates on the Consolidated Statements of Assets and Liabilities.

The cost of filing software and general ledger expenses are initially borne by PSEC, which then allocates to the Company its proportional share of such expense. During the three months ended March 31, 2021 and 2020, PSEC incurred $0 and $739, respectively, in expenses related to the filing software and general ledger expenses that are attributable to the Company. During the nine months ended March 31, 2021 and 2020, PSEC incurred $6,779 and $9,065, respectively, in expenses related to the filing software and general ledger expenses that are attributable to the Company. The Company reimburses PSEC for these expenses and includes them as part of General and administrative expenses on the Consolidated Statements of Operations. As of March 31, 2021 and June 30, 2020, $0 of expense is due to PSEC.

Officers and Directors

Certain officers and directors of the Company are also officers and directors of the Adviser and its affiliates. There were no fees paid to the independent directors of the Company as the Company did not exceed the minimum net asset value required (i.e., greater than $100 million) to receive a fee for the three months and nine months ended March 31, 2021. The officers do not receive any direct compensation from the Company.

Expense Limitation and Expense Reimbursement Agreements

Expense Reimbursement Agreement with TPIC and the Former Adviser

Prior to the Merger, Triton Pacific Adviser, LLC served as our investment adviser (the “Former Adviser”). On March 27, 2014, TPIC and the Former Adviser entered into an Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective April 5, 2018. Under the Expense Reimbursement Agreement, as amended, the Former Adviser, in consultation with TPIC, could pay up to 100% of both of TPIC’s organizational and offering expenses and TPIC’s operating expenses, all as determined by TPIC and the Former Adviser. The Expense Reimbursement Agreement stated that until the net proceeds to TPIC from its offering were at least $25 million, the Former Adviser could pay up to 100% of both of TPIC’s organizational and offering expenses and TPIC’s operating expenses. After TPIC received at least $25 million in net proceeds from its offering, the Former Adviser could, with TPIC’s consent, continue to make expense support payments to TPIC in such amounts as was acceptable to TPIC and the Former Adviser. The Expense Reimbursement Agreement terminated on December 31, 2018. The Former Adviser had agreed to reimburse a total of $5,292,192 as of December 31, 2018. However, as part of the Merger, the Former Adviser agreed to waive any amounts owed to it under the Expense Reimbursement Agreement.

PWAY’s Expense Support and Expense Limitation Agreement

PWAY entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with Pathway Capital Opportunity Fund Management, LLC (the “PWAY Adviser”), whereby the PWAY Adviser agreed to reimburse PWAY for operating expenses in an amount equal to the difference between distributions to its stockholders for which a record date occurred in each quarter less the sum of PWAY's net investment income, the net realized capital gains/losses and dividends and other distributions paid to PWAY from its portfolio investments during such period (“Expense Support Reimbursement”). To the extent that there were no dividends or other distributions to PWAY's stockholders for which a record date had occurred in any given quarter, then the Expense Payment for such quarter was equal to such amount necessary in order for available operating funds for the quarter to equal zero. PWAY had a conditional obligation to reimburse the PWAY Adviser for any amounts funded by the PWAY Adviser under the Expense Support Agreement. Following any calendar quarter in which Available Operating Funds in such calendar quarter exceeded the cumulative distributions to stockholders for which a record date occurred in such calendar quarter (“Excess Operating Funds”) on a date mutually agreed upon by the PWAY Adviser and PWAY (each such date, a “Reimbursement Date”), PWAY paid such Excess Operating Funds, or a portion thereof, to the extent that PWAY had cash available for such payment, to the PWAY Adviser until such time as all Expense Payments made by the PWAY Adviser to PWAY had been reimbursed; provided that (i) the operating expense ratio as of such Reimbursement Date was equal to or less than the operating expense ratio as of the Expense Payment Date attributable to such specified Expense Payment; (ii) the annualized distribution rate, which included all regular cash distributions paid and excluded special distributions or the effect of any stock dividends paid, as of such Reimbursement Date was equal to or greater than the annualized distribution rate as of the Expense Payment Date attributable to such specified Expense Payment; and (iii) such specified Expense Payment Date was not earlier than three years prior to the Reimbursement Date. PWAY received $456,660 in Expense Support Reimbursement for the year ended June 30, 2018. The Expense Support Agreement including any amendments, terminated on October 31, 2017.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

The PWAY Adviser and PWAY entered into an Expense Limitation Agreement on October 31, 2017 under which the PWAY Adviser agreed contractually to waive its fees and to pay or absorb the operating expenses of PWAY, including offering expenses, any shareholder servicing fees, and other expenses described in the Investment Advisory Agreement of PWAY, but not including any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, distribution fees, extraordinary expenses and acquired fund fees and expenses, to the extent that they exceeded the expense limitation per class on a per annum basis of PWAY’s average weekly net assets, through October 31, 2018 (the “Expense Limitation”). In consideration of the PWAY Adviser’s agreement to limit PWAY’s expenses, PWAY agreed to repay the PWAY Adviser in the amount of any fees waived and PWAY expenses paid or absorbed, subject to the limitations that: (1) the reimbursement was made only for fees and expenses incurred not more than three years following the end of the fiscal quarter in which they were incurred; and (2) the reimbursement was not made if it would cause the Expense Limitation, or any lower limit had been put in place, to be exceeded. On October 31, 2018, the Expense Limitation Agreement expired.

On May 11, 2018, the PWAY Adviser agreed to permanently waive its right to any reimbursement (the “Waiver”) to which it was entitled pursuant to the Expense Support Agreement, and any amendments, or the Expense Limitation Agreement, between PWAY and the PWAY Adviser, in the event PWAY (i) consummates a transaction (a “Transaction”) in which PWAY (x) merged with and into another company, or (y) sold all or substantially all of its assets to one or more third parties, or (ii) liquidate its assets and dissolved in accordance with PWAY’s charter and bylaws (a “Dissolution” and together with a Transaction, an “Exit Event”). The Waiver was effective on August 10, 2018 which is when PWAY’s board of directors approved an Exit Event via a merger with TPIC. As such, PWAY is no longer obligated to reimburse the PWAY Adviser per the Waiver. This resulted in a reversal of offering costs in the amount $482,981 which is presented as an increase to paid-in capital on the Consolidated Statements of Changes in Net Assets for the year ended June 30, 2019.

Expense Limitation Agreement with the Adviser

Concurrently with the closing of the Merger, we entered into an Expense Limitation Agreement with our Adviser (the “ELA”). On April 30, 2020, the Company's board of directors approved extending the ELA for an additional 12-month term ending on April 30, 2021. On and effective February 17, 2021, the ELA was terminated in accordance with its terms. See "Note 15 - Subsequent Events" for information regarding the Company's new Expense Limitation Agreement.

Pursuant to the ELA, our Adviser, in its sole discretion, could waive a portion or all of the investment advisory fees that it was entitled to receive pursuant to the Investment Advisory Agreement in order to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). For purposes of the ELA, the term “Operating Expenses” with respect to the Company, was defined to include all expenses necessary or appropriate for the operation of the Company, including but not limited to our Adviser’s base management fee, any and all costs and expenses that qualified as line item “organization and offering” expenses in the consolidated financial statements of the Company as the same were filed with the SEC and other expenses described in the Investment Advisory Agreement, but did not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses (such as sales commissions, dealer manager fees, and similar expenses) were not Operating Expenses. Our Adviser did not waive base management fees for the three month ended March 31, 2021 pursuant to the ELA as a result of a non-waiver election made by Triton Pacific Adviser, LLC, a member of the Adviser. During the nine months ended March 31, 2021, as a part of the ELA, our Adviser waived its base management fees of $183,386 relating to the three months ended September 30, 2020. During the three months and nine months ended March 31, 2020, as a part of the ELA, our Adviser waived its base management fees of $185,935 and $525,549, respectively.

Any amount waived pursuant to the ELA is subject to repayment to our Adviser (an “ELA Reimbursement”) by us within the three years following the end of the quarter in which the waiver was made by our Adviser. Although the ELA terminated effective February 17, 2021, our Adviser maintains its right to repayment for any waiver it has made under the ELA, subject to the Repayment Limitations (discussed below).

An ELA Reimbursement can be made solely in the event that we have sufficient excess cash on hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such quarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of at least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any ELA Reimbursement will be treated as an expense of the Company for such quarter, without regard to the GAAP treatment of such expense. To the extent the Company books accruals

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

for any such reimbursements, such accruals shall be booked in accordance with GAAP. In the event that the Company is unable to make a full payment of any ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any ELA Reimbursements, such payment shall be made no later than the date that is three years following the end of the quarter in which the applicable waiver was made by our Adviser.

The following table provides information regarding liabilities incurred by the Adviser pursuant to the ELA:


Period Ended	ELA Reimbursement Payable to the Adviser		ELA Reimbursement Payment to the Adviser		Unreimbursed ELA Reimbursement		Operating Expense Ratio	Annualized Distribution Rate	Eligible to be Repaid Through
June 30, 2019	$	128,852	$	—	$	128,852	5.54%	6.00%	June 30, 2022
September 30, 2019	$	157,409	$	—	$	157,409	2.84%	6.00%	September 30, 2022
December 31, 2019	$	182,205	$	—	$	182,205	3.68%	6.00%	December 31, 2022
March 31, 2020	$	185,935	$	—	$	185,935	3.39%	7.00%	March 31, 2023
June 30, 2020	$	182,915	$	—	$	182,915	3.76%	7.00%	June 30, 2023
September 30, 2020	$	183,386	$	—	$	183,386	4.33%	7.00%	September 30, 2023
December 31, 2020	$	—	$	—	$	—	—%	—%	N/A
March 31, 2021	$	—	$	—	$	—	—%	—%	N/A
Total	$	1,020,702			$	1,020,702

Dealer Manager Agreement

The Company and its Adviser entered into a dealer manager agreement, as amended, with TPS, which terminated effective February 19, 2021 in accordance with its terms in connection with the termination of the Offering. TPS ceased serving as the Company's dealer manager effective as of such date. Pursuant to the terms of this dealer manager agreement, the Company would pay the dealer manager a fee of up to 9% of gross proceeds raised in the Offering, some of which would be re-allowed to other participating broker-dealers. In addition to the upfront selling commissions and dealer manager fees, the Adviser could pay TPS a fee (the "Additional Selling Commissions") equal to no more than 1.0% of the net asset value per share per year. TPS would reallow all or a portion of the Additional Selling Commissions to participating broker-dealers. TPS is an affiliated entity of the Former Adviser and is partially owned by one of our former directors, Craig Faggen.

For the three months ended March 31, 2021 and 2020, TPS incurred offering expenses of $0 and $91,384, respectively. For the nine months ended March 31, 2021 and 2020 TPS incurred offering expenses of $16,937 and $207,430, respectively. As of March 31, 2021 and June 30, 2020, the Company owes TPS $9,455 and $798, respectively, related to offering costs and general and administrative expenses which is included in Due to Affiliate on the Consolidated Statements of Assets and Liabilities. Offering costs of $993 and $80,661 as of March 31, 2021 and June 30, 2020, respectively, are also included in Due to Affiliate on the Consolidated Statements of Assets and Liabilities.

License Agreement

We entered into a license agreement with an affiliate of our Adviser, pursuant to which the affiliate granted us a non-exclusive, royalty free license to use the “Prospect” name. Under this license agreement, we have the right to use such name for so long as our Adviser or another affiliate of Prospect Capital Management L.P. is our investment adviser. Other than with respect to this limited license, we have no legal right to the “Prospect” name or logo.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

NOTE 5 - DISTRIBUTIONS

As of March 31, 2021 and June 30, 2020, distributions payable is $124,151 and $111,447, respectively, which is presented as Distributions payable on the Consolidated Statements of Assets and Liabilities. As of March 31, 2021, the Company sent the cash distribution payment of $62,073 to the transfer agent ahead of the payment date to investors of April 2, 2021 and it is included in Prepaid expenses and other assets on the Consolidated Statements of Assets and Liabilities.

The following table reflects the cash distributions per share that the Company declared and paid on its common stock during the nine months ended March 31, 2021 and 2020,:


	Distributions
For the Nine Months Ended	FLEX Class A Common Shares, per share		FLEX Class A Common Shares, Amount Distributed
March 31, 2021
July 6, 10, 17, 24 and 31, 2020	$	0.05895	$	139,125
August 7, 14, 21 and 28, 2020	$	0.04716	$	111,326
September 4, 11, 18 and 25, 2020	$	0.05012	$	119,152
October 2, 9, 16, 23 and 30, 2020	$	0.06265	$	149,320
November 6, 13, 20 and 27, 2020	$	0.05012	$	119,146
December 4, 11, 18 and 25, 2020	$	0.05048	$	120,377
January 4, 8, 15, 22 and 29, 2021	$	0.06310	$	150,666
February 5, 12, 19 and 26, 2021	$	0.05048	$	120,099
March 5, 12, 19, and 26, 2021	$	0.05204	$	124,150
Total for the Nine Months Ended March 31, 2021			$	1,153,361

	Distributions
For the Nine Months Ended	FLEX Class A Common Shares, per share		FLEX Class A Common Shares, Amount Distributed
March 31, 2020
July 5, 12, 19 and 26, 2019	$	0.05240	$	124,512
August 2, 9, 16, 23 and 30, 2019	$	0.06550	$	156,184
September 6, 13, 20 and 27, 2019	$	0.05240	$	125,345
October 4, 11, 18 and 25, 2019	$	0.05240	$	124,308
November 1, 8, 15, 22 and 29, 2019	$	0.06550	$	155,217
December 6, 13, 20 and 27, 2019	$	0.05240	$	124,568
January 3, 10, 17, 24 and 31, 2020	$	0.06986	$	162,910
February 7, 14, 21 and 28, 2020	$	0.06112	$	143,127
March 6, 13, 20 and 27, 2020	$	0.06112	$	144,513
Total for the Nine Months Ended March 31, 2020			$	1,260,684

The following FLEX distributions were previously declared and have record dates subsequent to March 31, 2021:

Record Date

Payment date

FLEX Class A Common Shares, per share

April 2, 9, 16, 23, and 30, 2021

May 7, 2021

0.06505

May 7, 14, 21, and 28, 2021

June 7, 2021

0.05204

The Company has adopted an “opt in” distribution reinvestment plan for its stockholders. As a result, if the Company makes a cash distribution, its stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of the Company’s common stock. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a stockholder’s ability to participate in the distribution reinvestment plan.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

The Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity investments in portfolio companies and expense reimbursements from the Adviser. The Company has not established limits on the amount of funds it may use from available sources to make distributions.

During the three months and nine months ended March 31, 2021 and 2020 the Company's officers and directors did not purchase any shares of our stock.

NOTE 6 - INCOME TAXES

On March 31, 2019, in connection with the Merger, PWAY’s outstanding shares were cancelled and retired in exchange for TPIC common stock. The Merger should qualify as a “tax-free reorganization” within the meaning of Section 368(a) of the Code, and the merger agreement constituted a “plan of reorganization” for such purposes. As such, this transaction was intended to qualify as a nontaxable merger under Section 368 of the Code. Due to this transaction, PWAY dissolved for income tax purposes as of March 31, 2019. As such, PWAY filed a final tax return for the nine-month period ended March 31, 2019. The Company continued to file its income tax returns using a calendar year end. The Company reflected all items of income, deduction, gain, and loss generated from the assets obtained from the merger transaction beginning on April 1, 2019. Former PWAY shareholders received a final Form 1099-DIV for the 2019 year reflecting the character of PWAY’s distributions made between January 1, 2019 and March 31, 2019. The Company’s shareholders received a Form 1099-DIV for the 2019 calendar year reflecting TPIC’s distributions made between January 1, 2019 and March 31, 2019 and FLEX’s distributions made between April 1, 2019 and December 31, 2019.

While our fiscal year end for financial reporting purposes is June 30 of each year, our tax year end is December 31 of each year. The information presented in this footnote is based on our tax year end for each period presented, unless otherwise specified.

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 year ended December 31, 2019 was as follows:


	Unaudited TPIC January 1, 2019 - March 31, 2019		FLEX April 1, 2019 - December 31, 2019		Tax Year Ended December 31, 2019
Ordinary income	$	48,359	$	—	$	48,359
Return of capital	113,975		1,221,101		1,335,076
Total distributions paid to stockholders	$	162,334	$	1,221,101	$	1,383,435

The estimated tax character of dividends paid to the Company's shareholders during the twelve months ended December 31, 2020 is expected to be as follows:


	Unaudited FLEX January 1, 2020- December 31, 2020
Ordinary income	$	315,994
Return of capital	1,232,806
Total distributions paid to stockholders(1)	$	1,548,800

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

The estimated tax character of dividends paid to the Company's shareholders during the three months ended March 31, 2021 is expected to be as follows.


	January 1, 2021- March 31, 2021
Ordinary income	$	—
Return of capital	492,183
Total distributions paid to stockholders(1)	$	492,183

(1)For the three months ended March 31, 2021, $97,268 of the 2020 declared distributions are allocable to 2021 for federal income tax purposes and will be reported on the 2021 Form 1099-DIV.

However, the final determination of the tax character of dividends between ordinary income, capital gains and return of capital will not be made until we file our tax return for the tax year ending December 31, 2021.

We generate certain types of income that may be exempt from U.S. withholding tax when distributed to non-U.S. stockholders. Under IRC Section 871(k), a RIC is permitted to designate distributions of qualified interest income and short-term capital gains as exempt from U.S. withholding tax when paid to non-U.S. stockholders with proper documentation. For the 2020 calendar year, 72.39% of our taxable dividends qualified as interest related dividends which are exempt from U.S. withholding tax applicable to non-U.S. stockholders. For the three months ended March 31, 2021, there was no income available to distribute.

The Company's cost basis of investments as of March 31, 2021 for tax purposes was $37,897,180, resulting in an estimated net unrealized gain of $1,292,206. The gross unrealized gains and losses of as March 31, 2021 were $1,486,944 and $194,738, respectively. The Company's cost basis of investments as of December 31, 2020 for tax purposes was $37,896,586, resulting in an estimated net unrealized gain of $853,857. The gross unrealized gains and losses of as December 31, 2020 were $1,505,661 and $651,804, respectively. The Company's cost basis of investments as of June 30, 2020 for tax purposes was $37,805,562, resulting in an estimated net unrealized loss of $1,141,859. The gross unrealized gains and losses as of June 30, 2020 were $679,115 and $1,820,974, respectively.

Taxable income generally differs from net decrease 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 illustrates the net increase (decrease) in net assets resulting from operations to taxable income, which were included as part of our tax return for the tax year ended December 31, 2020 and December 31, 2019.


	January 1, 2020 - December 31, 2020
Net increase (decrease) in net assets resulting from operations	$	92,077
Net realized (gains) losses on investments	845,773
Net unrealized (gains) losses on investments	(744,114)
Other temporary book-to-tax differences	(492,355)
Permanent differences	579,507
Taxable income (loss) before deductions for distributions	$	280,888

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


	Unaudited TPIC January 1, 2019 - March 31, 2019		FLEX April 1, 2019 - December 31, 2019		Tax Year Ended December 31, 2019
Net increase (decrease) in net assets resulting from operations	$	(775,946)	$	(1,838,219)	$	(2,614,165)
Net realized (gains) losses on investments	(1,672)		1,880,543		1,878,871
Net unrealized (gains) losses on investments	61,423		(522,667)		(461,244)
Other temporary book-to-tax differences	—		(468,645)		(468,645)
Permanent differences	659,270		372,911		1,032,181
Taxable income (loss) before deductions for distributions	$	(56,925)	$	(576,077)	$	(633,002)

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. For the tax year ended December 31, 2020 and December 31, 2019, we had capital loss carryforwards of approximately $4,185,434 and $3,339,662, respectively available for use in later tax years. 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, some of the Company’s capital loss carryforwards may become permanently unavailable due to limitations by the Code.

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, amortization of offering costs, expense payments, nondeductible federal excise taxes and net operating losses, among other items. For the tax year ended December 31, 2019, we increased total distributable earnings (loss) by $1,665,184 and decreased additional paid in capital by $1,665,184. Initially when the Company filed it's audited financial statements, we increased total distributable earnings (loss) by $1,664,822 and decreased additional paid in capital by $1,664,822. The $362 difference is adjusted for the three months and nine months ended March 31, 2021. For the tax year ended December 31, 2020, we increased total distributable earnings (loss) by $579,507 and decreased additional paid in capital by $579,507.

PWAY Income Taxes - Pre-Merger

As of March 31, 2019, PWAY’s cost basis of investments for tax purposes was $8,993,783 resulting in an estimated net unrealized loss of $811,740. As of March 31, 2019, the gross unrealized gains and losses were $198,628 and $1,010,368, respectively. As a result of the tax-free reorganization on March 31, 2019, PWAY’s tax basis in its assets have been carried over to the Company.

For the short tax year ended March 31, 2019, PWAY had no cumulative taxable income in excess of cumulative distributions. For the short tax year ended March 31, 2019, PWAY estimated $100,642 in capital loss carryforwards available for future use. This amount is available for utilization by the Company beginning with the tax year ended December 31, 2019.

TPIC/FLEX Income Taxes - Pre-Merger

Prior to the merger, the TPIC’s cost basis of investments for tax purposes was $12,106,882 resulting in an estimated net unrealized loss of $675,641. Prior to the merger, the gross unrealized gains and losses were $70,589 and $746,230 respectively.

For the tax year ended December 31, 2018, TPIC had no cumulative taxable income in excess of cumulative distributions.

For the tax year ended December 31, 2018, TPIC had $1,360,148 capital loss carryforwards available for future use. Combined with PWAY’s capital loss carryforward of $100,642, the Company will have a combined capital loss carryforward of $1,460,790 available for future utilization.

The tax character of distributions declared and paid to PWAY's shareholders during the nine months ended March 31, 2019 was as follows:

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


	Nine Months Ended March 31, 2019(1)
Ordinary income	$	23,732
Return of capital	300,907
Total distributions paid to stockholders	$	324,639

(1)PWAY dissolved for income tax purposes as of March 31, 2019. As such, PWAY filed a final tax return for the nine-month period ended March 31, 2019.

The character of distributions declared and paid to PWAY's shareholders during the year ended June 30, 2018 was as follows:


	Year Ended June 30, 2018
Capital gain	$	161,753
Return of capital	403,766
Total distributions paid to stockholders	$	565,519

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 decrease in net assets resulting from operations to taxable income for the tax years ended June 30, 2018 and the nine months ended March 31, 2019.


	Nine Months Ended March 31, 2019		Year Ended June 30, 2018
Net increase (decrease) in net assets resulting from operations	$	163,573	$	(5,126)
Net realized (gain) loss on investments	45,453		(181,007)
Net unrealized (gain) losses on investments	769,197		704,925
Other temporary book-to-tax differences	(83,713)		(230,457)
Permanent differences	(899,819)		(855,526)
Taxable income before deductions for distributions	$	(5,309)	$	(567,191)

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 differences in the book and tax basis of certain assets and liabilities, amortization of offering costs, expense payments, nondeductible federal excise taxes and net operating losses, among other items. For the year ended June 30, 2019, we increased accumulated net investment loss by $894,510 and increased additional paid in capital by $894,510.

NOTE 7 - INVESTMENT PORTFOLIO

At March 31, 2021, we had investments in 50 long-term portfolio investments and CLOs, which had an amortized cost of $39,399,845 and a fair value of $39,189,386. At June 30, 2020, we had investments in 51 long-term portfolio investments and CLOs, which had an amortized cost of $38,874,913 and a fair value of $36,663,703.

The original cost basis of debt placement and equity securities acquired, including follow-on investments for existing portfolio companies, payment-in-kind interest, and structuring fees, totaled $4,542,613 and $2,578,142 during the three months ended March 31, 2021 and 2020, respectively. The original cost basis of debt placement and equity securities acquired, including follow-on investments for existing portfolio companies, payment-in-kind interest, and structuring fees, totaled $5,832,058 and $22,003,427 during the nine months ended March 31, 2021 and 2020, respectively. Debt repayments and considerations from sales of equity securities of approximately $4,515,094 and $2,709,397 were received during the three months ended March 31, 2021 and 2020, respectively. Debt repayments and considerations from sales of equity securities of approximately $5,620,552 and $5,984,671 were received during the nine months ended March 31, 2021 and 2020, respectively.

The following tables summarize the composition of the Company’s investment portfolio at amortized cost and fair value as of March 31, 2021 and June 30, 2020:

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


	March 31, 2021
	Investments at Amortized Cost(1)		Investments at Fair Value		Fair Value Percentage of Total Portfolio

Senior Secured Loans-First Lien	$	30,146,049	$	30,576,190	78	%
Senior Secured Loans-Second Lien	1,125,752		1,029,999		3	%
Senior Secured Notes	969,416		946,672		2	%
Structured Subordinated Notes	6,477,517		5,633,625		14	%
Equity/Other	681,111		1,002,900		3	%
Total Portfolio Investments	$	39,399,845	$	39,189,386	100	%

	June 30, 2020
	Investments at Amortized Cost(1)		Investments at Fair Value		Fair Value Percentage of Total Portfolio

Senior Secured Loans-First Lien	$	29,307,625	$	28,653,561	78	%
Senior Secured Loans-Second Lien	1,558,072		1,213,148		4	%
Senior Secured Notes	955,986		811,267		2	%
Structured Subordinated Notes	6,372,119		5,198,739		14	%
Equity/Other	681,111		786,988		2	%
Total Portfolio Investments	$	38,874,913	$	36,663,703	100	%

(1) Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of March 31, 2021 and June 30, 2020:


	March 31, 2021
Industry	Investments at Fair Value		Percentage of Portfolio
Services: Consumer	$	6,613,360	17	%
Structured Finance	5,633,625		14	%
Healthcare & Pharmaceuticals	5,123,614		13	%
Telecommunications	3,832,185		10	%
High Tech Industries	3,759,447		10	%
Media: Broadcasting & Subscription	2,145,750		6	%
Services: Business	1,965,726		5	%
Wholesale	1,938,444		5	%
Media: Diversified and Production	1,601,900		4	%
Transportation: Cargo	1,479,743		4	%
Automotive	1,250,000		3	%
Financial	946,672		2	%
Banking, Finance, Insurance & Real Estate	744,483		2	%
Consumer goods: Durable	724,138		2	%
Media: Advertising, Printing & Publishing	477,500		1	%
Beverage, Food & Tobacco	475,300		1	%
Energy: Oil & Gas	467,290		1	%
Retail	10,209		0%
Total	$	39,189,386	100	%

	June 30, 2020
Industry	Investments at Fair Value		Percentage of Portfolio
Structured Finance	$	5,198,739	14	%
Healthcare & Pharmaceuticals	4,911,755		13	%
Services: Consumer	4,589,768		13	%
High Tech Industries	4,508,948		12	%
Telecommunications	3,580,442		10	%
Media: Broadcasting & Subscription	2,031,588		6	%
Services: Business	1,960,850		5	%
Wholesale	1,807,778		5	%
Construction & Building	1,644,070		5	%
Media: Diversified and Production	1,644,000		4	%
Transportation: Cargo	1,469,647		4	%
Financial	811,267		2	%
Consumer goods: Durable	705,287		2	%
Banking, Finance, Insurance & Real Estate	663,305		2	%
Beverage, Food & Tobacco	436,673		1	%
Energy: Oil & Gas	365,000		1	%
Media: Advertising, Printing & Publishing	332,812		1	%
Retail	1,774		0%
Total	$	36,663,703	100	%

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the fair value of our investments disaggregated into the three levels of the ASC 820 valuation hierarchy as of March 31, 2021 and June 30, 2020, respectively:


	As of March 31, 2021
	Level 1		Level 2		Level 3		Total
Portfolio Investments
Senior Secured Loans-First Lien	$	—	$	9,071,234	$	21,504,956	$	30,576,190
Senior Secured Loans-Second Lien	—		—		1,029,999		1,029,999
Senior Secured Notes	—		—		946,672		946,672
Structured Subordinated Notes	—		—		5,633,625		5,633,625
Equity/Other	—		—		1,002,900		1,002,900
Total Portfolio Investments	$	—	$	9,071,234	$	30,118,152	$	39,189,386

	As of June 30, 2020
	Level 1		Level 2		Level 3		Total
Portfolio Investments
Senior Secured Loans-First Lien	$	—	$	—	$	28,653,561	$	28,653,561
Senior Secured Loans-Second Lien	—		—		1,213,148		1,213,148
Senior Secured Notes	—		—		811,267		811,267
Structured Subordinated Notes	—		—		5,198,739		5,198,739
Equity/Other	—		—		786,988		786,988
Total Portfolio Investments	$	—	$	—	$	36,663,703	$	36,663,703

Investments for which market quotations are readily available are typically valued at such market quotations. In order to validate market quotations, management and the independent valuation firm look at a number of factors to determine if the quotations are representative of fair value, including the source and nature of the quotations. In determining the range of values for debt instruments where market quotations are not available, except CLOs, 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 technique was then applied using the appropriate yield to maturity as the discount rate, to determine a range of values. In determining the range of values for equity investments of portfolio companies , the enterprise value was determined by applying a market approach such as using earnings before interest income, tax, depreciation and amortization (“EBITDA”) multiples, net income and/or book value multiples for similar guideline public companies and/or similar recent investment transactions and/or an income approach, such as the discounted cash flow technique. The enterprise value technique may also be used to value debt investments which are credit impaired. For stressed debt and equity investments, asset recovery analysis was used.

In determining the range of values for our investments in CLOs, the independent valuation firm uses a discounted multi-path 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 (i.e., expected maturity). These risk factors are sensitized in the multi-path cash flow model using Monte Carlo simulations to generate probability-weighted (i.e., multi-path) cash flows for the underlying assets and liabilities. These cash flows are discounted using appropriate market discount rates, and relevant data in the CLO market and certain benchmark credit indices are considered, to determine the value of each CLO investment. In addition, we generate a single-path cash flow utilizing our best estimate of expected cash receipts, and assess the reasonableness of the implied discount rate that would be effective for the value derived from the corresponding multi-path cash flow model.

Our portfolio consists of residual interests in CLOs, which involve a number of significant risks. CLOs are typically very highly levered (10 - 14 times), and therefore the 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 CLOs. 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, the prices of indices and securities underlying our CLOs will rise or fall. These prices (and, therefore, the prices of the CLOs) will be

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

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 would 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) 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 cost of those investments. Our CLO investments and/or the CLOs’ underlying senior secured loans may prepay more quickly than expected, which could have an adverse impact on our value.

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 hold more than a 10% interest in certain foreign corporations that are treated as controlled foreign corporations (“CFC”) for U.S. federal income tax purposes (including our residual interest tranche investments in CLOs). Therefore, we are treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporations in an amount equal to our pro rata share of the corporation’s income for that tax year (including both ordinary earnings and capital gains). We are required to include such deemed distributions from a CFC in our taxable income and we are required to distribute at least 90% of such income to maintain our RIC status, regardless of whether or not the CFC makes an actual distribution during such year.

If we acquire shares in “passive foreign investment companies” (“PFICs”) (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 PFIC’s income for each year regardless of whether we receive any distributions from such PFICs. We must nonetheless distribute such income to maintain our status as a RIC.

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 our 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.

A portion of the Company’s portfolio is concentrated in CLOs, which is subject to a risk of loss if that sector experiences a market downturn. The Company is subject to credit risk in the normal course of pursuing its investment objectives. The Company’s maximum risk of loss from credit risk for the portfolio of CLO investments is the inability of the CLOs collateral managers to return up to the cost value due to defaults occurring in the underlying loans of the CLOs.

Investments in CLOs residual interests generally offer less liquidity than other investment grade or high-yield corporate debt, and may be subject to certain transfer restrictions. The Company’s ability to sell certain investments quickly in response to changes in economic and other conditions and to receive a fair price when selling such investments may be limited, which could prevent the Company from making sales to mitigate losses on such investments. In addition, CLOs are subject to the possibility

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

of liquidation upon an event of default of certain minimum required coverage ratios, which could result in full loss of value to the CLOs interests and junior debt investors.

The fair value of the Company’s investments may be significantly affected by changes in interest rates. The Company’s investments in senior secured loans through CLOs are sensitive to interest rate levels and volatility. In the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase and result in credit losses which may adversely affect the Company’s cash flow, fair value of its investments and operating results. In the event of a declining interest rate environment, a faster than anticipated rate of prepayments is likely to result in a lower than anticipated yield.

The significant unobservable input used to value our investments based on the yield technique and discounted cash flow technique 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 firms 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 technique. 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 would result in an increase or decrease, respectively, in EV which would result in an increase or decrease in the fair value measurement of the debt of controlled companies 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.

Changes in market yields, discount rates, 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 nine months ended March 31, 2021, the valuation methodology for ACE Cash Express, Inc. (“ACE Cash”) changed to incorporate the price observed in a completed tender offer for the Senior Secured Notes. As a result of the price observed in the completed tender offer and a decline in market yields, the fair value of our investment in ACE Cash increased to $946,672 as of March 31, 2021, a discount of $22,744 from its amortized cost, compared to the $144,719 unrealized depreciation recorded at June 30, 2020.

During the nine months ended March 31, 2021, the valuation methodology for Global Tel*Link Corporation ("Global Tel*Link") changed to incorporate Markit quotes. As a result of an increase in the quoted price of the First Lien Term Loan, the fair value of our investment in Global Tel*Link increased to $1,938,585 as of March 31, 2021, a premium of $22,973 from its amortized cost, compared to the $75,451 unrealized depreciation recorded at June 30, 2020.

During the nine months ended March 31, 2021, the valuation methodology for Help/Systems Holdings, Inc. ("Help Systems") changed to remove the yield method. As a result of an increase in the quoted price of the First Lien Term Loan, the fair value of our investment in Help Systems increased to $1,485,000 as of March 31, 2021, a premium of $12,112 from its amortized cost, compared to the $430 unrealized appreciation recorded at June 30, 2020.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

During the nine months ended March 31, 2021, the valuation methodology for Rocket Software, Inc. ("Rocket") changed to remove the yield method. As a result of an increase in the quoted price of the First Lien Term Loan, the fair value of our investment in Rocket increased to $2,059,192 as of March 31, 2021, a premium of $13,612 from its amortized cost, compared to the $20,733 unrealized depreciation recorded at June 30, 2020.

During the nine months ended March 31, 2021, the valuation methodology for Staples, Inc. ("Staples") changed to remove the yield method. As a result of an increase in the quoted price of the First Lien Term Loan – 7 Year, the fair value of our investment in Staples increased to $1,938,444 as of March 31, 2021, a discount of $15,202 from its amortized cost, compared to the $157,360 unrealized depreciation recorded at June 30, 2020.

During the nine months ended March 31, 2021, the valuation methodology for Transplace Holdings, Inc. ("Transplace"), changed to remove the yield method. As a result of an increase in the quoted price, the fair value of our investment in Transplace increase to $1,479,743 as of March 31, 2021, a premium of $19,292 from its amortized cost, compared to the $604 unrealized appreciation recorded at June 30, 2020.

During the nine months ended March 31, 2021, the valuation methodology for GK Holdings, Inc., Second Lien Term Loan ("GK- 2L"), changed from a market quote to a recovery analysis. As a result, the fair value of our investment in GK-2L decreased to $75,000 as of March 31, 2021, a discount of $49,220 from its amortized cost, compared to the $47,874 unrealized depreciation recorded at June 30, 2020.

As of March 31, 2021 and June 30, 2020, the cost basis of our loans on non-accrual status amounted to $241,865 and $241,201, respectively, with fair value of $180,750 and $159,788, respectively. The fair values of these investments represent approximately 0.5% and 0.4% of our total assets at fair value as of March 31, 2021 and June 30, 2020, respectively.

Impact of the novel coronavirus (“Wuhan Virus”) pandemic

On March 11, 2020, the World Health Organization declared the novel coronavirus (the "Wuhan Virus") as a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The Wuhan Virus has had a devastating impact on the global economy, including the U.S. economy, and has resulted in a global economic rescission.

The Wuhan Virus pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, or the reintroduction of business shutdowns, cancellations of and restrictions on events and travel, significant reductions in demand for certain goods and services, reductions in and restrictions on business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. While several countries, as well as certain states, counties and cities in the United States, have begun to lift the public health restrictions with a view to reopening their economies, recurring Wuhan Virus outbreaks have led to the re-introduction of such restrictions in certain states in the United States and globally and could continue to lead to the re-introduction of such restrictions elsewhere. Additionally, any delays or pauses in vaccine distributions, or inability to achieve "herd immunity" could lead people to continue to self-isolate and not participate in the economy at prepandemic levels for a prolonged period of time. Further, the extent and strength of any economic recovery after the Wuhan Virus pandemic abates, including following any "second wave", or "third wave" or other intensifying of the pandemic, is uncertain and subject to various factors and conditions. Even after the Wuhan Virus pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession.

The Wuhan Virus pandemic (including the preventative measures taken in response thereto) has to date (i) created significant business disruption issues for certain of our portfolio companies, and (ii) materially and adversely impacted the value and performance of certain of our portfolio companies and SSN investments. The Wuhan Virus pandemic is having a particularly adverse impact on industries in which certain of our portfolio companies operate, including energy, hospitality, travel, retail and restaurants. Certain of our portfolio companies in other industries have also been significantly impacted. The Wuhan Virus pandemic is continuing as of the filing date of these financial statements, and its extended duration may have further adverse impacts on our portfolio companies and SSN investments after March 31, 2021, including for the reasons described herein. As a result of this disruption and the pressures on their liquidity, certain of our portfolio companies have been, or may continue to be, incentivized to draw on most, if not all, of the unfunded portion of any revolving or delayed draw term loans made by us, subject to availability under the terms of such loans.

As a BDC, we are required to carry our investments at fair value as determined in good faith by our board of directors. Depending on market conditions, we could incur substantial losses in future periods, which could have a material adverse impact on our business, financial condition, and results of operations.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

Although it is difficult to predict the extent of the impact of the Wuhan Virus outbreak on the underlying CLO vehicles we invest in, CLO vehicles in which we invest may fail to satisfy certain financial covenants, including with respect to adequate collateralization and/or interest coverage tests. Such failure could cause the assets of the CLO vehicles to not receive full par credit for purposes of calculation of the CLO vehicles's overcollateralization tests and as a consequence, may lead to a reduction in such CLO vehicle's payments to us because 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 vehicle 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 impact of the Wuhan Virus pandemic may not yet be fully reflected in the valuation of our investments as our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that is often from a time period earlier, generally two to three months, than the quarter for which we are reporting. Additionally, we may not have yet received information or certifications from our portfolio companies that indicate any or the full extent of declining performance or non-compliance with debt covenants, as applicable, as a result of the Wuhan Virus pandemic. As a result, our valuations at March 31, 2021 may not show the complete or continuing impact of the Wuhan Virus pandemic and the resulting measures taken in response thereto. In addition, write downs in the value of our investments have reduced, and any additional write downs may further reduce, our net asset value (and, as a result, our asset coverage calculation). Accordingly, we may continue to incur additional net unrealized losses or may incur realized losses after March 31, 2021, which could have a material adverse effect on our business, financial condition and results of operations.

The following is a reconciliation for the nine months ended March 31, 2021 and 2020 of investments for which significant unobservable inputs (Level 3) were used in determining fair value:


	Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
	Senior Secured Loans - First Lien		Senior Secured Loans - Second Lien		Senior Secured Notes		Equity/Other		Structured Subordinated Notes		Total
Fair Value at June 30, 2020	$	28,653,561	$	1,213,148	$	811,267	$	—	$	5,198,739	$	35,876,715
Net realized gains on investments	—		11,050		—		—		—		11,050
Net change in unrealized gains (losses) on investments	996,438		249,171		121,976		—		329,487		1,697,072
Net realized and unrealized gains (losses) on investments	996,438		260,221		121,976		—		329,487		1,708,122
Purchases of investments	5,794,540		—		—		—		—		5,794,540
Payment-in-kind interest	36,968		550		—		—		—		37,518
Accretion (amortization) of purchase discount and premium, net	167,101		2,330		13,429		—		105,399		288,259
Repayments and sales of portfolio investments	(5,116,227)		(446,250)		—		—		—		(5,562,477)
Transfers within Level 3(1)	—		—		—		—		—		—
Transfers into Level 3(1)	—		—		—		—		—		—
Transfers out of Level 3(1)	(9,027,425)		—		—		—		—		(9,027,425)
Fair Value at March 31, 2021	$	21,504,956	$	1,029,999	$	946,672	$	—	$	5,633,625	$	29,115,252

Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period	$	619,152	$	251,979	$	121,976	$	—	$	329,487	$	1,322,594

(1) Transfer are assumed to have occurred at the beginning of the quarter during which the asset was transferred. Transfers out of Level 3 were due to increased observability of the inputs during the quarter ended March 31, 2021.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


	Affiliate Investments (5.00% to 24.99% voting control)
	Equity/Other		Total
Fair Value at June 30, 2020	$	786,988	$	786,988
Net realized (losses) on investments	—		—
Net change in unrealized gains (losses) on investments	215,912		215,912
Net realized and unrealized gains (losses) on investments	215,912		215,912
Fair Value at March 31, 2021	$	1,002,900	$	1,002,900

Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period	$	215,912	$	215,912


	Non-Control/Non-Affiliate Investments (less than 5.00% voting control)
	Senior Secured Loans - First Lien		Senior Secured Loans - Second Lien		Senior Secured Notes		Equity/Other		Structured Subordinated notes		Total
Fair Value at June 30, 2019	$	15,825,870	$	2,505,227	$	—	$	—	$	4,715,487	$	23,046,584
Net realized (losses) on investments	(262,779)		(432,689)		—		—		—		(695,468)
Net change in unrealized gains (losses) on investments	(1,656,968)		(470,687)		(32,460)		—		(777,203)		(2,937,318)
Net realized and unrealized gains (losses) on investments	(1,919,747)		(903,376)		(32,460)		—		(777,203)		(3,632,786)
Purchases of investments	19,164,017		—		—		—		1,355,698		20,519,715
Payment-in-kind interest	—		87		—		—		—		87
Accretion (amortization) of purchase discount and premium, net	102,816		4,312		4,460		—		(55,375)		56,213
Repayments and sales of portfolio investments	(5,909,608)		(65,000)		—		—		—		(5,974,608)
Transfers into Level 3(1)	4,166,783		—		849,700		—		—		5,016,483
Transfers out of Level 3(1)	(3,309,573)		—		—		—		—		(3,309,573)
Fair Value at March 31, 2020	$	28,120,558	$	1,541,250	$	821,700	$	—	$	5,238,607	$	35,722,115

Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period	$	(1,815,502)	$	(660,117)	$	(32,460)	$	—	$	(777,203)	$	(3,285,282)

(1) Transfer are assumed to have occurred at the beginning of the quarter during which the asset was transferred. Transfers into Level 3 were due to decreased observability of the inputs during the quarter ended March 31, 2020. Transfers out of Level 3 were due to increased observability of the inputs during the quarter ended March 31, 2020.


	Affiliate Investments (5.00% to 24.99% voting control)
	Equity/Other		Total
Fair Value at June 30, 2019	$	570,816	$	570,816
Net realized (losses) on investments	—		—
Net change in unrealized gains (losses) on investments	161,211		161,211
Net realized and unrealized gains (losses) on investments	161,211		161,211
Fair Value at March 31, 2020	$	732,027	$	732,027

Net change in unrealized gains (losses) attributable to Level 3 investments still held at the end of the period	$	161,211	$	161,211

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

The following table provides quantitative information regarding significant unobservable inputs used in the fair value measurement of Level 3 investments as of March 31, 2021:


				Unobservable Inputs
Asset Category	Fair Value		Primary Valuation Technique	Inputs	Range	Weighted Average

Senior Secured First Lien Debt	$	3,112,845	Market quotes	Indicative dealer quotes	88.00%-100.89%	98.40%
Senior Secured First Lien Debt	18,392,111		Discounted Cash Flow (Yield Analysis)	Market Yield	5.16%-8.05%	6.38%
Senior Secured Second Lien Debt	954,999		Market quotes	Indicative dealer quotes	80.00%-96.25%	94.36%
Senior Secured Second Lien Debt	75,000		Recovery Analysis	Recovery Rate	60%	60%
Senior Secured Notes	946,672		Discounted Cash Flow (Yield Analysis)	Market Yield	16.49%-19.49%	17.99
Equity/Other	1,002,900		Enterprise Value Waterfall (Market Approach)	EBITDA multiples (x)	0.00x-8.50x	8.00x
Subordinated Structured Notes	5,633,625		Discounted Cash Flow	Discount Rate	0.04%- 33.69%(1)	24.62%(1)
	$	30,118,152
(1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.

The following table provides quantitative information regarding significant unobservable inputs used in the fair value measurement of Level 3 investments as of June 30, 2020:


				Unobservable Inputs
Asset Category	Fair Value		Primary Valuation Technique	Inputs	Range	Weighted Average

Senior Secured First Lien Debt	$	3,595,102	Market quotes	Indicative dealer quotes	71.25%-97.68%	92.69%
Senior Secured First Lien Debt	25,058,459		Discounted Cash Flow (Yield Analysis)	Market Yield	4.38%-12.50%	7.22%
Senior Secured Second Lien Debt	1,213,148		Market quotes	Indicative dealer quotes	15.00%-100.10%	80.15%
Senior Secured Notes	811,267		Discounted Cash Flow (Yield Analysis)	Market Yield	21.48%-22.64%	22.06%
Equity/Other	786,988		Enterprise Value Waterfall (Market Approach)	EBITDA multiples (x)	0.00x-7.50x	7.50x
Subordinated Structured Notes	5,198,739		Discounted Cash Flow	Discount Rate	17.83%- 32.90%(1)	24.13%(1)
	$	36,663,703
(1) Represents the implied discount rate based on our internally generated single-cash flows that is derived from the fair value estimated by the corresponding multi-path cash flow model utilized by the independent valuation firm.

For the three months and nine months ended March 31, 2021 and 2020 there were structuring fees recognized as part of interest income of $1,827 and $0, respectively on the Consolidated Statement of Operations. For the three months ended March 31, 2021 and 2020, accelerated original issue discount due to repayments included in interest income totaled $69,651 and $5,241, respectively. For the nine months ended March 31, 2021 and 2020, accelerated original issue discount due to repayments included in interest income totaled $69,651 and $41,689, respectively.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

NOTE 9 - MERGER

Effective March 31, 2019, TPIC and PWAY entered into a tax free business combination. Concurrent with the Merger, TPIC, the legal acquirer, was renamed TP Flexible Income Fund, Inc. As a result of the Merger, the Company issued 775,193 shares of the Company’s common stock to the former shareholders of PWAY and all shares of PWAY were retired. On and effective August 5, 2020, the Company changed its name to Prospect Flexible Income Fund, Inc. from TP Flexible Income Fund, Inc. by filing Articles of Amendment to its Fourth Articles of Amendment and Restatement, as amended and supplemented.

For financial reporting purposes, the Merger was treated as a recapitalization of PWAY followed by the reverse acquisition of TPIC by PWAY for a purchase price equivalent to the fair value of TPIC’s net assets.

Consistent with tax free business combinations of investment companies, for financial reporting purposes, the reverse merger accounting was recorded at fair value; however, the cost basis of the investments received from TPIC was carried forward to align ongoing financial reporting of the Company’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Further, the components of net assets of the Company reflect the combined components of net assets of both PWAY and TPIC.

In accordance with the accounting and presentation for reverse acquisitions, the historical financial statements of the Company, prior to the date of the Merger reflect the financial positions and results of operations of PWAY, with the exception of the components of net assets described above, with the results of operations of TPIC being included commencing on April 1, 2019. Effective with the completion of the Merger, TPIC, changed its fiscal year end to be the last day of June consistent with PWAY’s fiscal year.

In the Merger, common shareholders of PWAY received newly-issued common shares in the Company having an aggregate net asset value equal to the aggregate net asset value of their holdings of PWAY Class A and/or PWAY Class I common shares, as applicable, as determined at the close of business on March 27, 2019, as permitted by the Merger agreement. The differences in net asset value between March 27, 2019 and March 31, 2019 were not material. Relevant details pertaining to the Merger are as follows:


	NAV/Share ($)		Conversion Ratio
Triton Pacific Investment Corporation, Inc.	$	10.48	N/A
Pathway Capital Opportunity Fund, Inc.: Class A	$	13.46	1.2848
Pathway Capital Opportunity Fund, Inc.: Class I	$	13.50	1.2884

Investments

The cost, fair value and net unrealized appreciation (depreciation) of the investments of TPIC as of the date of the Merger, was as follows:


	TPIC
Cost of investments	$	12,106,879
Fair value of investments	11,431,241
Net unrealized appreciation (depreciation) on investments	$	(675,638)

Common Shares

The common shares outstanding, net assets applicable to common shares and NAV per common share outstanding immediately before and after the Merger were as follows:

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


Accounting Acquirer - Prior to Merger	PWAY Class A		PWAY Class I
Common shares outstanding	570,431		32,834
Net assets applicable to common shares	$	7,679,839	$	443,296
NAV per common share	$	13.46	$	13.50
Legal Acquiring Fund - Prior to Merger	TPIC
Common shares outstanding	1,614,221
Net assets applicable to common shares	$	16,915,592
NAV per common share	$	10.48
Legal Acquiring Fund - Post Merger	FLEX
Common shares outstanding	2,403,349
Net assets applicable to common shares	$	25,086,682
NAV per common share	$	10.44

Cost and Expenses

In connection with the Merger, PWAY incurred certain associated costs and expenses of approximately $731,000, of which $709,000 of these costs and expenses were expensed by PWAY and $22,000 were expensed by the Company. In connection with the Merger, TPIC incurred certain associated costs and expenses of approximately $682,000, of which $636,000 were expensed by TPIC and $46,000 were expensed by the Company.

Purchase Price Allocation

PWAY as the accounting acquiror acquired 32% of the voting interests of TPIC. The below summarized the purchase price allocation from TPIC:


	PWAY as acquirer
Value of Common Stock Issued	$	17,052,546
Assets acquired:
Investments	11,431,241
Cash and cash equivalents	5,055,456
Other assets	607,163
Total assets acquired	17,093,860
Total liabilities assumed	41,314
Net assets acquired	17,052,546
Total purchase price	$	17,052,546

NOTE 10 - COMMITMENTS AND CONTINGENCIES

The Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. Management has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.

The Company has a conditional obligation to reimburse the Adviser for any amounts funded by the Adviser under the Expense Limitation Agreement for any payments made by the Adviser. The Expense Limitation Agreement payments are subject to repayment by the Company within the three years following the end of the quarter in which the payment was made by the Adviser; provided that any such repayments shall be subject to the then-applicable expense limitation, if any, and the limit that was in effect at the time when the Adviser made the payment that is subject to repayment.

The Company is not currently subject to any material legal proceedings and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, the Company does not expect that any such proceedings will have a material adverse effect upon its financial condition or results of operations.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

As of June 30, 2020, the Company had an unfunded commitment related to Amerilife Holdings, LLC for $85,227. The fair value of our delayed draw term loans was zero as of June 30, 2020. As of March 31, 2021, there was no unfunded commitment made by the Company.

NOTE 11 - REVOLVING CREDIT FACILITY

On May 16, 2019, the Company established a $50 million senior secured revolving credit facility (the “Credit Facility”) with Royal Bank of Canada, a Canadian chartered bank, acting as administrative agent. In connection with the Credit Facility, the SPV, as borrower, and each of the other parties thereto entered into a Revolving Loan Agreement, dated as of May 16, 2019 (the “Loan Agreement”).

The Credit Facility matures on May 21, 2029 and interest on borrowings under the Credit Facility when established was three-month LIBOR plus 1.55%. On May 11, 2020, the Company agreed to the increased interest rate of three-month LIBOR plus 2.20% on the Credit Facility for the period between May 16, 2020 to November 15, 2020. Effective November 10, 2020, the end date of the ramp period of the Credit Facility was extended from November 15, 2020 to May 14, 2021. As a result, the interest rate on borrowings under the Credit Facility of the three-month LIBOR plus 2.20% was extended from the period between May 16, 2020 to November 15, 2020 to the period between May 16, 2020 to May 14, 2021. The Credit Facility is secured by substantially all of the SPV’s properties and assets. Under the Loan Agreement, the SPV has made certain customary representations and warranties and is required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature. As of March 31, 2021, we were in compliance with the applicable covenants.

As of March 31, 2021 and June 30, 2020, we had $21,000,000 outstanding on our Credit Facility. As of March 31, 2021 and June 30, 2020, the investments used as collateral for the Credit Facility had an aggregate fair value of $31,415,230 and $29,705,147, respectively, which represents 80% and 81% of our total investments for each period, respectively. As permitted by ASC 825-10-25, we have not elected to fair value our Credit Facility on Consolidated Statements of Assets and Liabilities. The fair value of the Credit Facility was $21,000,0000 and is categorized as Level 2 under ASC 820 as of March 31, 2021.

In connection with the origination of the Credit Facility, we incurred $588,355 in fees, all of which are being amortized over the term of the facility in accordance with ASC 470-50. As of March 31, 2021 and June 30, 2020, $478,032 and $522,163, respectively, remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities.

During the three months ended March 31, 2021 and 2020, we recorded $140,675 and $178,723, respectively, of interest costs and amortization of financing costs on the Credit Facility as interest expense. During the nine months ended March 31, 2021 and 2020 we recorded $432,126 and $454,726, respectively, of interest costs and amortization of financing costs on the Credit Facility as interest expense.

For the three months ended March 31, 2021 and 2020, the average stated interest rate (i.e., rate in effect plus the spread) was 2.40% and 3.05%, respectively. For the nine months ended March 31, 2021 and 2020 the average stated interest rate (i.e., rate in effect plus the spread) was 2.43% and 3.43%, respectively. For the three months ended March 31, 2021 and 2020, average outstanding borrowings for Credit Facility was $21,000,000. For the nine months ended March 31, 2021 and 2020 average outstanding borrowings for Credit Facility was $21,000,000 and $16,105,455, respectively.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

NOTE 12- FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the three months and nine months ended March 31, 2021 and 2020:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2021			2020			2021			2020
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Per Share Data(a):
Net asset value at beginning of period	$	8.60		$	9.19		$	8.28		$	9.88
Net investment income (loss)	(0.02)			0.09			(0.10)			0.18
Net realized and net change in unrealized gains (losses) on investments	0.13			(1.09)			0.85			(1.55)
Net increase (decrease) in net assets resulting from operations	0.11			(1.00)			0.75			(1.37)
Distributions(b)
Return of capital distributions	(0.17)			(0.08)			(0.43)			(0.42)
Distributions from net investment income	—			(0.11)			(0.06)			(0.11)
Total Distributions	(0.17)			(0.19)			(0.49)			(0.53)
Other (c)	—			0.05			—			0.07
Net asset value at end of period	$	8.54		$	8.05		$	8.54		$	8.05
Total return based on net asset value (d)	1.23		%	(10.80)		%	9.20		%	(14.36)		%

Supplemental Data:
Net assets at end of period	$	20,381,576		$	19,183,603		$	20,381,576		$	19,183,603
Average net assets	$	20,443,855		$	20,277,408		$	20,082,453		$	21,653,136
Average shares outstanding	2,380,077			2,345,900			2,374,867			2,365,238
Ratio to average net assets:
Total annualized expenses	19.61		%	17.09		%	20.43		%	16.05		%
Total annualized expenses (after expense limitation agreement)	19.61		%	13.42		%	19.21		%	12.82		%
Net investment income (loss)	(1.16)		%	4.34		%	(1.54)		%	2.59		%

Portfolio Turnover	11.59		%	6.82		%	14.75		%	18.17		%

(a) Calculated based on weighted average shares outstanding.
(b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01.
(c) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the period.
(d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the period and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded. Total return has not been annualized.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

The following is a schedule of financial highlights for each of the five years ended in the period ended June 30, 2020:


	Year Ended			Year Ended			Year Ended			Year Ended
	June 30, 2020			June 30, 2019(e)			June 30, 2018(f)			June 30, 2018(f)
							PWAY Class A			PWAY Class I
Per Share Data(a):
Net asset value at beginning of year	9.88			$	9.89		$	13.53		$	13.53
Net investment income	0.24			0.91			0.79			0.81
Net realized and unrealized (losses) on investments	(1.22)			(1.11)			(0.80)			(0.79)
Net increase (decrease) in net assets resulting from operations	(0.98)			(0.20)			(0.01)			0.02
Distributions(b)
Return of capital distributions	(0.57)			(0.54)			(0.62)			(0.62)
Distributions from net investment income	(0.15)			(0.03)			(0.24)			(0.24)
Total Distributions	(0.72)			(0.57)			(0.86)			(0.86)
Offering costs				0.61			—			—
Other (c)	0.10			0.15			0.05			0.04
Net asset value at end of year	$	8.28		$	9.88		$	12.71		$	12.73
Total return based on net asset value (d)	(10.13)		%	7.52		%	0.18		%	0.33		%

Supplemental Data:
Net assets at end of year	$	19,558,400		$	23,410,715		$	7,933,028		$	420,136
Average net assets	$	21,234,189		$	12,536,923		$	8,314,166		$	439,787
Average shares outstanding	2,366,005			1,297,582			622,683			32,914
Ratio to average net assets:
Total annual expenses	16.41		%	23.48		%	22.69		%	22.43		%
Total annual expenses (after expense support agreement/expense limitation agreement)	13.07		%	9.11		%	8.91		%	8.73		%
Net investment income	2.67		%	2.15		%	5.92		%	6.04		%

Portfolio Turnover	24.56%			93.42		%	37.42		%	37.42		%

(a) Calculated based on weighted average shares outstanding.
(b) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year. Distributions per share are rounded to the nearest $0.01.
(c) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year.
(d) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year and assumes that distributions are reinvested in accordance with the Company’s distribution reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded.
(e) Data presented for the year ended June 30, 2019 includes the shareholder activity of PWAY Class A and Class I shares, prior to the Merger and conversion into shares of the Company. The net asset value per share at beginning of year has been adjusted by the exchange ratio used in the Merger.
(f) The per share data and total return include the shareholder activity prior to PWAY’s conversion to an interval fund. PWAY Class A Shares include the activity for Class R shares prior to such conversion and PWAY Class I Shares include activity for PWAY Class I Shares and Class RIA shares prior to such conversion.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


	Year Ended			Period Ended
	June 30, 2017			June 30, 2016 (a)
	PWAY Class R, RIA and I			PWAY Class R, RIA and I
Per Share Data(b):
Net asset value, beginning of year or period	$	12.81		$	13.80
Net investment income	0.71			1.21
Net realized and unrealized gains (losses) on investments	0.68			(0.03)
Net increase in net assets resulting from operations	1.39			1.18
Return of capital distributions(c)	(0.92)			(0.75)
Offering costs	0.03			(0.62)
Other(d)	0.22			(0.80)
Net asset value, end of year or period	$	13.53		$	12.81
Total return, based on NAV(e)	13.20		%	(1.75)		%

Supplemental Data:
Net assets, end of year or period	$	8,405,744		$	5,976,355
Average net assets	$	7,508,410		$	3,597,990
Average shares outstanding	550,843			341,596
Ratio to average net assets:
Expenses without expense support payment	22.05		%	36.65		%
Expenses after expense support payment	10.52		%	3.41		%
Net investment income	5.19		%	11.50		%

Portfolio turnover	27.54		%	4.27		%

(a) The net asset value at the beginning of the period is the net offering price as of August 25, 2015, which is the date that the Company satisfied its minimum offering requirement by raising over $2.5 million from selling shares to persons not affiliated with the Company or the Adviser (the “Minimum Offering Requirement”), and as a result, broke escrow and commenced making investments.
(b) Calculated based on weighted average shares outstanding.
(c) The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the year or period. Distributions per share are rounded to the nearest $0.01.
(d) The amount shown represents the balancing figure derived from the other figures in the schedule, and is primarily attributable to the accretive effects from the sales of the Company’s shares and the effects of share repurchases during the year or period.
(e) Total return is based upon the change in net asset value per share between the opening and ending net asset values per share during the year or period and assumes that distributions are reinvested in accordance with the Company’s dividend reinvestment plan. The computation does not reflect the sales load for any class of shares. Total return based on market value is not presented since the Company’s shares are not publicly traded. For the period less than one year, total return is not annualized.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


Revolving Credit Facility	Total Amount Outstanding		Asset Coverage per Unit(1)		Involuntary Liquidating Preference per Unit(2)	Average Market Value per Unit(2)
March 31, 2021	$	21,000,000	$	1,971	—	—
December 31, 2020	$	21,000,000	$	1,976	—	—
September 30, 2020	$	21,000,000	$	1,947	—	—
June 30, 2020	$	21,000,000	$	1,931	—	—
March 31, 2020	$	21,000,000	$	1,914	—	—
December 31, 2019	$	21,000,000	$	2,018	—	—
September 30, 2019	$	15,500,000	$	2,461	—	—
June 30, 2019	$	5,500,000	$	5,256	—	—

(1) The asset coverage ratio is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(2) This column is inapplicable.

NOTE 13 - SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

The following table sets forth selected financial data for each quarter within the three years ending June 30, 2021:


		Investment Income				Net Investment Income
Quarter Ended		Total	Per Share(1)	Per Share (PWAY Class A)(1)(2)	Per Share (PWAY Class I)(1)(2)	Total	Per Share(1)	Per Share (PWAY Class A)(1)(2)	Per Share (PWAY Class I(1)(2)
September 30, 2018		$314,140	N/A	$0.49	$0.49	$(279,116)	N/A	$(0.43)	$(0.44)
December 31, 2018		284,830	N/A	0.46	0.46	(46,857)	N/A	(0.08)	(0.07)
March 31, 2019		251,386	N/A	0.41	0.41	1,304,197	N/A	2.13	2.17
June 30, 2019		560,370	$0.23	N/A	N/A	(709,296)	$(0.30)	N/A	N/A

September 30, 2019		$748,644	$0.31	N/A	N/A	$150,724	$0.06	N/A	N/A
December 31, 2019		853,848	0.36	N/A	N/A	50,584	0.02	N/A	N/A
March 31, 2020		900,371	0.38	N/A	N/A	219,821	0.09	N/A	N/A
June 30, 2020		839,755	0.35	N/A	N/A	145,913	0.06	N/A	N/A

September 30, 2020		$848,045	$0.36	N/A	N/A	$31,475	$0.01	N/A	N/A
December 31, 2020		871,095	0.37	N/A	N/A	(203,503)	(0.09)	N/A	N/A
March 31, 2021		943,080	0.40	N/A	N/A	(59,179)	(0.02)	N/A	N/A

(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.
(2)	Data presented for September 30, 2018- March 31, 2019 includes the shareholder activity of PWAY Class A and Class I shares, prior to the Merger.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021


		Net Realized and Net Change in Unrealized (Losses) Gains				Net Increase (Decrease) in Net Assets from Operations
	Quarter Ended	Total	Per Share(1)	Per Share (PWAY Class A)(1)(2)	Per Share (PWAY Class I(1)(2)	Total	Per Share(1)	Per Share (PWAY Class A)(1)(2)	Per Share (PWAY Class I(1)(2)
September 30, 2018		$(142,584)	N/A	$(0.22)	$(0.23)	$(421,700)	N/A	$(0.65)	$(0.66)
December 31, 2018		(847,927)	N/A	(1.36)	(1.37)	(894,784)	N/A	(1.43)	(1.44)
March 31, 2019		175,862	N/A	0.29	0.28	1,480,059	N/A	2.42	2.45
June 30, 2019		(238,167)	$(0.10)	N/A	N/A	(947,463)	$(0.40)	N/A	N/A

September 30, 2019		$(744,821)	$(0.31)	N/A	N/A	$(594,097)	$(0.25)	N/A	N/A
December 31, 2019		(347,245)	(0.15)	N/A	N/A	(296,661)	(0.13)	N/A	N/A
March 31, 2020		(2,566,076)	(1.09)	N/A	N/A	(2,346,255)	(1.00)	N/A	N/A
June 30, 2020		773,450	0.32	N/A	N/A	919,363	0.38	N/A	N/A

September 30, 2020		$475,633	$0.20	N/A	N/A	$507,108	$0.21	N/A	N/A
December 31, 2020		1,215,336	0.51	N/A	N/A	1,011,833	0.42	N/A	N/A
March 31, 2021		320,832	0.13	N/A	N/A	261,653	0.11	N/A	N/A

(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.
(2)	Data presented for September 30, 2018- March 31, 2019 includes the shareholder activity of PWAY Class A and Class I shares, prior to the Merger.

NOTE 14 - NET INCREASE (DECREASE) 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 and nine months ended March 31, 2021 and 2020.


	Three Months Ended March 31,				Nine Months Ended March 31,
	2021		2020		2021		2020
Net increase (decrease) in net assets resulting from operations	$	261,653	$	(2,346,255)	$	1,780,594	$	(3,237,013)
Weighted average common shares outstanding	2,380,077		2,345,900		2,374,867		2,365,238
Net increase (decrease) in net assets resulting from operations per share	$	0.11	$	(1.00)	$	0.74	$	(1.37)

NOTE 15 - SUBSEQUENT EVENTS

Management has evaluated all known subsequent events through the date of issuance of these consolidated financial statements and notes the following:

Investment Advisory Agreement

On April 20, 2021, Company entered into a new investment advisory agreement (the “New Advisory Agreement”) with Prospect Capital Management L.P., the Company’s new investment adviser (“PCM”). The New Advisory Agreement was unanimously approved by the Company’s board of directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act). The Company’s stockholders approved the New Advisory Agreement at a Special Meeting of Stockholders held on March 31, 2021.

The New Advisory Agreement replaces the Company’s prior investment advisory agreement, dated March 31, 2019 (the “Prior Advisory Agreement”), with Prospect Flexible Income Management, LLC, the Company's former investment adviser ("PFIM"), which terminated effective April 20, 2021. The New Advisory Agreement is identical in all material respects to the Prior Advisory Agreement, except for its date of effectiveness, term and PCM serving as the Company’s investment adviser instead of PFIM. As such, the Prior Advisory Agreement and the New Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by PCM as were conducted by PFIM.

PROSPECT FLEXIBLE INCOME FUND, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Unaudited) March 31, 2021

The New Advisory Agreement has an initial two-year term and may be continued thereafter for successive one-year periods if such continuance is approved in the manner provided for under Section 15 of the 1940 Act. The material terms of the New Advisory Agreement are further described and compared to those of the Prior Advisory Agreement in the Company’s definitive proxy statement filed with the SEC on March 2, 2021. In addition, the termination of the Prior Advisory Agreement is described in the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021.

The foregoing description of the New Advisory Agreement is a summary only and is qualified in its entirety by reference to the full text of the New Advisory Agreement, which was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021.

Expense Limitation Agreement

On April 20, 2021, Company entered into a new expense limitation agreement (the “New ELA”) with PCM. The New ELA was unanimously approved by the Company’s board of directors, including by all of the directors who are not “interested persons” (as defined in the 1940 Act).

The New ELA replaces the Company’s former expense limitation agreement, dated March 31, 2019 (the “Former ELA), with PFIM, which was terminated effective February 17, 2021. Under the New ELA, PCM may waive a portion or all of the investment advisory fees that it is entitled to receive under the New Advisory Agreement in order to limit the Company’s operating expenses to an annual rate, expressed as a percentage of the Company’s average quarterly net assets, equal to 8.00% (the “Expense Limit,” and each such permissive waiver referred to as a “Voluntary Waiver”). The Expense Limit under the New ELA is the same as the Expense Limit that existed under the Former ELA; however, in addition to the Voluntary Waivers, PCM has agreed to waive investment advisory fees to the extent necessary to limit the Company’s operating expenses to the Expense Limit from the effective date of the New ELA through September 30, 2021 (“Guaranteed Waiver”). The Former ELA only contained a Voluntary Waiver and, unlike the New ELA, did not contain a Guaranteed Waiver. The New ELA has an initial term ending on the first full month following the one-year anniversary of its effective date and may be continued thereafter for successive one-year periods in accordance with its terms. The material terms of the New ELA are further described in the Company’s definitive proxy statement filed with the SEC on March 2, 2021. In addition, the termination of the Former ELA is described in the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021.

The foregoing description of the New ELA is a summary only and is qualified in its entirety by reference to the full text of the New ELA, which was included as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 21, 2021.

Sales of Common Stock

For the period beginning April 1, 2021 and ending May 10, 2021, the Company issued 7,218 shares pursuant to its distribution reinvestment plan in the amount of $62,079.

Investment activity

On April 30, 2021, Encino Acquisition Partners Holdings, LLC fully repaid the $500,000 Second Lien Term Loan to us at par.

Repurchase Offer

On March 19, 2021, under our share repurchase program, we made an offer to purchase (the "Tender Offer") up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of the Tender Offer. The total proceeds under the distribution reinvestment plan prior to the Tender Offer was $201,149. The Tender Offer was for cash at a price equal to the net asset value per share as of April 23, 2021. The offer expired at 4:00 P.M., Eastern Time, on April 21, 2021 and a total of 206,569 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 23,665 shares validly tendered and not withdrawn at a price equal to $8.50 per share for an aggregate purchase price of approximately $201,149.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this quarterly report on Form 10-Q (the "Quarterly Report"). In addition to historical information, the following discussion and other parts of this Quarterly 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.

The terms “FLEX,” “the Company,” “we,” “us” and “our” mean Prospect Flexible Income Fund, Inc. unless the context specifically requires otherwise.

Overview

We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We have elected and intend to continue to qualify annually to be taxed for U.S. federal income tax purposes as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code").

On March 31, 2019, Pathway Capital Opportunity Fund, Inc. (“PWAY”) merged with and into us (the “Merger”). As the combined surviving company, we were renamed as TP Flexible Income Fund, Inc. (we were formerly known as Triton Pacific Investment Corporation, Inc. (“TPIC”)). In connection with the Merger, Prospect Flexible Income Management, LLC (the "Adviser"), an affiliate of PWAY, became our investment adviser, and Prospect Administration LLC (the "Administrator" or "Prospect Administration"), an affiliate of the Adviser, became our administrator. Although PWAY merged with and into us, PWAY is considered the accounting survivor of the Merger and its historical financial statements are included and discussed herein and in other applicable reports that we file with the SEC.

On and effective August 5, 2020, we changed our name to Prospect Flexible Income Fund, Inc. from TP Flexible Income Fund, Inc. by filing Articles of Amendment to our Fourth Articles of Amendment and Restatement, as amended and supplemented.

We previously publicly offered for sale a maximum amount of $300,000,000 in shares of common stock on a "best efforts" basis with Triton Pacific Securities, LLC (the "Dealer Manager") serving as the dealer manager for the offering pursuant to a dealer manager agreement, as amended. The Dealer Manager was not required to sell any specific number or dollar amount of shares but would use its best efforts to sell the shares offered. Effective February 19, 2021, the offering was terminated and, as a result, the dealer manager agreement terminated in accordance with its terms and the Dealer Manager ceased serving as our dealer manager effective as of such date. We are engaged in discussions with and due diligence of other firms to potentially serve in the future capacity as our dealer manager regarding potential future capital raises by us.

As of May 10, 2021, we have sold a total of 2,369,730 shares of common stock, including 259,445 shares issued pursuant to our distribution reinvestment plan, for gross proceeds of approximately $31,676,556, including the reduction due to ($3,384,246) in shares repurchased pursuant to the Company’s share repurchase program and 14,815 shares of common stock sold to Triton Pacific Adviser, LLC, our former investment adviser (the “Former Adviser”) in exchange for gross proceeds of $200,003. As a result of the Merger, the Company issued 775,193 shares.

On March 11, 2020, the World Health Organization declared the Wuhan Virus a global pandemic and recommended containment and mitigation measures worldwide. As of the three months and nine months ended March 31, 2021, and subsequent to March 31, 2021, the Wuhan Virus pandemic has had a significant impact on the U.S. and global economy and on us.

The extent of the impact of the Wuhan Virus pandemic on the financial performance of our current and future investments will depend on future developments, including the duration and spread of the virus, related advisories and restrictions, and the health of the financial markets and economy, all of which are highly uncertain and cannot be predicted. To the extent our portfolio companies are adversely impacted by the effects of the Wuhan Virus pandemic, it may have a material adverse impact on its future net investment income, the fair value of its portfolio investments, its financial condition and the results of operations and financial condition of our portfolio companies.

Our Adviser

Our Adviser is a Delaware limited liability company and is registered as an investment adviser under the Advisers Act. Our Adviser is controlled by Prospect Capital Management, L.P., who owns a majority of its voting units. Mr. Eliasek is the principal officer of the Adviser. See "Recent Developments" for additional information regarding the Adviser and our investment advisory agreement.

Third Quarter Highlights

Investment Transactions

We seek to be a long-term investor with our portfolio companies. During the three months and nine months ended March 31, 2021, we purchased investment securities (excluding short-term securities) of $4,520,250 and $5,794,540, respectively. During the same three month and nine month period, sales and redemptions of investment securities (excluding short-term securities) were $4,515,094 and $5,620,552, respectively, resulting in a total net portfolio growth of $5,156 for the three months ended March 31, 2021 and a net portfolio growth of $173,988 for the nine months ended March 31, 2021.

Debt Issuances and Redemptions

During the three months and nine months ended March 31, 2021, we drew $0 on our Credit Facility (as defined herein) for a total of $21,000,000 outstanding on our credit facility as of March 31, 2021. See "Credit Facility".

On December 18, 2020, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $192,132. The tender offer was for cash at a price equal to the net offering price per share determined as of January 22, 2021. The offer expired at 4:00 P.M., Eastern Time, on January 20, 2021 and a total of 221,978 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 21,588 shares validly tendered and not withdrawn at a price equal to $8.90 per share for an aggregate purchase price of approximately $192,132.

On March 19, 2021, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $201,149. The tender offer was for cash at a price equal to the net asset value per share determined as of April 23, 2021. The offer expired at 4:00 P.M., Eastern Time, on April 21, 2021 and a total of 206,569 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 23,665 shares validly tendered and not withdrawn at a price equal to $8.50 per share for an aggregate purchase price of approximately $201,149.

Equity Issuances

As part of the dividend reinvestment plan, we issued 8,710, 7,093, and 7,218 shares of our common stock on February 5, 2021, March 5, 2021 and April 2, 2021, respectively.

Investments

We intend to primarily lend to and invest in the debt of privately-owned U.S. middle market companies. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets. We expect to focus primarily on making investments in syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. Syndicated secured loans refer to commercial loans provided by a group of lenders that are structured, arranged, and administered by one or several commercial or investment banks, known as arrangers. These loans are then sold (or syndicated) to other banks or institutional investors. Syndicated secured loans may have a first priority lien on a borrower’s assets (i.e., senior secured first lien loans), a second priority lien on a borrower’s assets (i.e., senior secured second lien loans), or a lower lien or unsecured position on the borrower’s assets (i.e., subordinated debt). We expect our target credit investments will typically have initial maturities between three and ten years and generally range in size between $1 million and $100 million, although the investment size will vary with the size of our capital base. We expect that the majority of our debt investments will bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We also expect to make our investments directly through the primary issuance by the borrower or in the secondary market.

We will generally source our investments primarily through our Adviser. We believe the investment management team of our Adviser has a significant amount of experience in the credit business, including originating, underwriting, principal investing

and loan structuring. Our Adviser, through Prospect Capital Management, L.P., has access to 93 professionals, 40 of whom perform investment advisory functions.

We expect to dynamically allocate our assets in varying types of investments based on our analysis of the credit markets, which may result in our portfolio becoming more concentrated in particular types of credit instruments (such as senior secured loans) and less invested in other types of credit instruments. The loans in which we intend to invest are often rated by a nationally recognized ratings organization, and generally carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s Corporation - also known as “high yield” or “junk bonds”). However, we may also invest in non-rated debt securities.

To seek to enhance our returns, we may employ leverage as market conditions permit and at the discretion of our Adviser, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act.

As part of our investment objective to generate current income, we expect that at least 70% of our investments will consist primarily of syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt. We expect that up to 30% of our investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt tranches of collateralized loan obligations ("CLOs"), which we also refer to as subordinated structured notes ("SSNs"). The senior secured loans underlying our CLO investments are expected typically to be BB or B rated (non-investment grade, which are often referred to as “high yield” or “junk”) and in limited circumstances, unrated, senior secured loans.

As a BDC, we are subject to certain regulatory restrictions in making our investments. For example, we have in the past and expect in the future to co-invest on a concurrent basis with certain affiliates, consistent with applicable regulations and our allocation procedures. On January 13, 2020, the parent company of the Adviser received an exemptive order from the SEC granting the ability to negotiate terms, other than price and quantity, of co-investment transactions with other funds managed by our Adviser or certain affiliates, including us, Prospect Capital Corporation and Priority Income Fund, Inc., subject to certain conditions included therein. Under the terms of the Order permitting us to co-invest with other funds managed by our Adviser or its affiliates, a majority of our independent directors who have no financial interest in the transaction 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. The Order also imposes reporting and record keeping requirements and limitations on transactional fees. We may only co-invest with certain entities affiliated with our Adviser in negotiated transactions originated by our Adviser or its affiliates in accordance with such Order and existing regulatory guidance. See Note 4 of the Consolidated Financial Statements. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating accounts. To mitigate these conflicts, our Adviser and its affiliates will seek to allocate portfolio transactions for all of the participating investment accounts, including us, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, the applicable investment programs and portfolio positions, the clients for which participation is appropriate and any other factors deemed appropriate. We intend to make all of our investments in compliance with the 1940 Act and in a manner that will not jeopardize our status as a BDC or RIC.

As a BDC, we are permitted under the 1940 Act to borrow funds to finance portfolio investments. To enhance our opportunity for gain, we intend to employ leverage as market conditions permit. At the 2019 Annual Meeting, TPIC’s stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. As a result, we were allowed to increase our leverage capacity effective as of March 16, 2019. The use of leverage, although it may increase returns, may also increase the risk of loss to our investors, particularly if the level of our leverage is high and the value of our investments declines.

Revenues

We generate revenue in the form of dividends, interest and capital gains on the debt securities, equity interests and CLOs that we hold. In addition, we may generate revenue from our portfolio companies in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. Any such fees will be recognized as earned.

Expenses

Our primary operating expenses will be the payment of advisory fees and other expenses under the Investment Advisory Agreement with the Adviser (the "Investment Advisory Agreement"). The advisory fees will compensate our Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.

We will bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

• corporate and organizational expenses relating to offerings of our common stock, subject to limitations included in the investment advisory and management services agreement;

• the cost of calculating our net asset value, including the cost of any third-party valuation services;

• the cost of effecting sales and repurchase of shares of our common stock and other securities;

• investment advisory fees;

• fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;

• transfer agent and custodial fees;

• fees and expenses associated with marketing efforts;

• federal and state registration fees;

• federal, state and local taxes;

• independent directors’ fees and expenses;

• costs of proxy statements, stockholders’ reports and notices;

• fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;

• direct costs such as printing, mailing, long distance telephone, and staff;

• fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;

• costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;

• brokerage commissions for our investments;

• legal, accounting and other costs associated with structuring, negotiating, documenting and completing our investment transactions;

• all other expenses incurred by our Adviser, in performing its obligations, subject to the limitations included in the Investment Advisory Agreement; and

• all other expenses incurred by either our Administrator or us in connection with administering our business, including payments to our Administrator under the Administration Agreement (as defined herein) that will be based upon our allocable portion of its overhead and other expenses incurred in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our chief executive officer, chief compliance officer and chief financial officer and their respective staffs.

Reimbursement of our Administrator for Administrative Services

We will reimburse our Administrator for the administrative expenses necessary for its performance of services to us. Such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. However, such reimbursement is made in an amount equal to the lower of the Administrator’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. We will not reimburse our Administrator for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of our Administrator.

Merger

Effective March 31, 2019, TPIC and PWAY entered into a tax free business combination. Concurrent with the Merger, TPIC, the legal acquirer, was renamed TP Flexible Income Fund, Inc., which was subsequently changed to Prospect Flexible Income Fund, Inc. on August 5, 5050, as discussed above. As a result of the Merger the Company issued 775,193 shares of the Company’s common stock to the former shareholders of PWAY and all shares of PWAY were retired.

In accordance with the accounting and presentation for reverse acquisitions, the historical financial statements of the Company, prior to the date of the Merger reflect the financial positions and results of operations of PWAY, with the results of operations of TPIC being included commencing on April 1, 2019. Effective with the completion of the Merger, TPIC, changed its fiscal year end to be the last day of June consistent with PWAY’s fiscal year.

In the Merger, common shareholders of PWAY received newly-issued common shares in the Company having an aggregate net asset value equal to the aggregate net asset value of their holdings of PWAY Class A and/or PWAY Class I common shares, as applicable, as determined at the close of business on March 27, 2019, as permitted by the Merger Agreement. The differences in net asset value between March 27, 2019 and March 31, 2019 were not material. Relevant details pertaining to the Merger are as follows:


	NAV/Share ($)		Conversion Ratio
Triton Pacific Investment Corporation, Inc.	$	10.48	N/A
Pathway Capital Opportunity Fund, Inc.: Class A	$	13.46	1.2848
Pathway Capital Opportunity Fund, Inc.: Class I	$	13.50	1.2884

Investments

The cost, fair value and net unrealized appreciation (depreciation) of the investments of TPIC as of the date of the Merger, was as follows:


	TPIC
Cost of investments	$	12,106,879
Fair value of investments	11,431,241
Net unrealized appreciation (depreciation) on investments	$	(675,638)

Common Shares

The common shares outstanding, net assets applicable to common shares and NAV per common share outstanding immediately before and after the Merger were as follows:


Accounting Acquirer - Prior to Merger	PWAY Class A		PWAY Class I
Common shares outstanding	570,431		32,834
Net assets applicable to common shares	$	7,679,839	$	443,296
NAV per common share	$	13.46	$	13.50
Legal Acquiring Fund - Prior to Merger	TPIC
Common shares outstanding	1,614,221
Net assets applicable to common shares	$	16,915,592
NAV per common share	$	10.48
Legal Acquiring Fund - Post Merger	FLEX
Common shares outstanding	2,403,349
Net assets applicable to common shares	$	25,086,682
NAV per common share	$	10.44

Cost and Expenses

Purchase Price Allocation

PWAY as the accounting acquirer acquired 32% of the voting interests of TPIC. The below table summarizes the purchase price allocation from TPIC:


	PWAY as acquirer
Value of Common Stock Issued	$	17,052,546
Assets acquired:
Investments	11,431,241
Cash and cash equivalents	5,055,456
Other assets	607,163
Total assets acquired	17,093,860
Total liabilities assumed	41,314
Net assets acquired	17,052,546
Total purchase price	$	17,052,546

Portfolio and Investment Activity

During the three months and nine months ended March 31, 2021, we purchased investment securities (excluding short-term securities) of $4,520,250 and $5,794,540, respectively. During the same three month and nine month period, sales and redemptions of investment securities (excluding short-term securities) were $4,515,094 and $5,620,552, respectively, resulting in a total net portfolio growth of $5,156 and $173,988 for the three months and nine months ended March 31, 2021, respectively. As of March 31, 2021, our investment portfolio, with a total fair value of $39,189,386, consisted of interests in 50 investments (81% in senior secured loans, 2% in senior secured notes, 3% in equity/other and 14% in CLO - subordinated notes).

During the three months and nine months ended March 31, 2021, the U.S. loan market exhibited a heightened level of volatility. As of March 31, 2021, there remains to be global uncertainty surrounding the Wuhan Virus pandemic, which has caused severe disruptions in the global economy and may adversely impact the fair value and performance of certain investments prospectively. During quarter end March 31, 2021, U.S. loan prices rebounded and as a result, our portfolio increased in value during the three months and nine months ended March 31, 2021. In addition, the increase is driven largely by tightening credit spreads as market participants expected a lower yield on similar investments given the level of volatility generated by the Wuhan Virus pandemic declined.

During the three months and nine months ended March 31, 2020, purchases of investment securities (excluding short-term securities) were $2,578,142 and $22,003,340, respectively. During the same three month and nine month period, sales and redemptions of investment securities (excluding short-term securities) were $2,709,397 and $5,984,671, respectively, resulting in a total net portfolio decline of ($131,255) for the three months ended March 31, 2020 and a total net portfolio growth of $16,018,669 for the nine months ended March 31, 2020. As of March 31, 2020, our investment portfolio, with a total fair value of $36,454,142, consisted of interests in 60 investments (81% in senior secured loans, 2% in senior unsecured bonds, 2% in equity/other and 15% in CLO - subordinated notes).

Portfolio Holdings

As of March 31, 2021, our investment portfolio, with a total fair value of $39,189,386, consisted of interests in 26 portfolio companies and 24 structured subordinated notes. The following table presents certain selected information regarding our portfolio composition and weighted average yields as of March 31, 2021 and June 30, 2020:


	As of March 31, 2021							As of June 30, 2020
	Amortized Cost			Fair Value		As Percent of Total Fair Value		Amortized Cost			Fair Value		As Percent of Total Fair Value
Senior Secured Loans-First Lien	$	30,146,049		$	30,576,190	78	%	$	29,307,625		$	28,653,561	78	%
Senior Secured Loans-Second Lien	1,125,752			1,029,999		3	%	1,558,072			1,213,148		4	%
Equity/Other	681,111			1,002,900		3	%	681,111			786,988		2	%
Senior Secured Notes	969,416			946,672		2	%	955,986			811,267		2	%
Structured subordinated notes	6,477,517			5,633,625		14	%	6,372,119			5,198,739		14	%
Total	$	39,399,845		$	39,189,386	100	%	$	38,874,913		$	36,663,703	100	%

Number of portfolio companies	26							27
Number of Structured subordinated notes	24							24

% Variable Rate (based on fair value)(1)	98%							98%
% Fixed Rate (based on fair value)(1)	2		%					2		%

% Weighted Average Yield Variable Rate (based on principal outstanding)(1)(2)	6		%					7		%
% Weighted Average Yield Fixed Rate (based on principal outstanding)(1)	14		%					14		%
% Weighted Average Yield on Structured Subordinated Notes (based on cost)	19		%					16		%
% Weighted Average Yield on Fixed Rate Debt, Variable Rate Debt and Structured Subordinated Notes (based on cost)(3)	9		%					8		%

(1) The interest rate by type information is calculated using the Company’s debt portfolio and excludes equity investments.
(2) The interest rate by type information is calculated using the Company’s debt portfolio and excludes structured subordinated notes.
(3) The interest rate by type information is calculated excluding the Company’s equity investments.

The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of March 31, 2021 and June 30, 2020:


	March 31, 2021
Industry	Investments at Amortized Cost		Percentage of Portfolio		Investments at Fair Value		Percentage of Portfolio
Services: Consumer	$	6,525,546	17	%	$	6,613,360	17	%
Structured Finance	6,477,517		16	%	5,633,625		14	%
Healthcare & Pharmaceuticals	4,538,066		11	%	5,123,614		13	%
Telecommunications	3,753,085		10	%	3,832,185		10	%
High Tech Industries	3,731,812		9	%	3,759,447		10	%
Media: Broadcasting & Subscription	2,182,770		6	%	2,145,750		6	%
Services: Business	1,965,726		5	%	1,965,726		5	%
Wholesale	1,953,646		5	%	1,938,444		5	%
Media: Diversified and Production	1,454,345		4	%	1,601,900		4	%
Transportation: Cargo	1,460,451		4	%	1,479,743		4	%
Automotive	1,237,500		3	%	1,250,000		3	%
Financial	969,416		2	%	946,672		2	%
Banking, Finance, Insurance & Real Estate	743,297		2	%	744,483		2	%
Consumer goods: Durable	718,169		2	%	724,138		2	%
Media: Advertising, Printing & Publishing	494,812		1	%	477,500		1	%
Beverage, Food & Tobacco	478,214		1	%	475,300		1	%
Energy: Oil & Gas	496,428		1	%	467,290		1	%
Retail	219,046		1	%	10,209		0%
Total	$	39,399,846	100	%	$	39,189,386	100	%

	June 30, 2020
Industry	Investments at Amortized Cost		Percentage of Portfolio		Investments at Fair Value		Percentage of Portfolio
Structured Finance	$	6,372,119	16	%	$	5,198,739	14	%
Healthcare & Pharmaceuticals	4,559,170		12	%	4,911,755		13	%
Services: Consumer	4,684,684		12	%	4,589,768		13	%
High Tech Industries	4,552,866		12	%	4,508,948		12	%
Telecommunications	3,747,852		10	%	3,580,442		10	%
Media: Broadcasting & Subscription	2,193,588		6	%	2,031,588		6	%
Services: Business	1,980,964		5	%	1,960,850		5	%
Wholesale	1,965,137		5	%	1,807,778		5	%
Construction & Building	1,730,600		4	%	1,644,070		5	%
Media: Diversified and Production	1,574,165		4	%	1,644,000		4	%
Transportation: Cargo	1,469,043		4	%	1,469,647		4	%
Financial	955,986		2	%	811,267		2	%
Consumer goods: Durable	736,490		2	%	705,287		2	%
Banking, Finance, Insurance & Real Estate	663,305		2	%	663,305		2	%
Beverage, Food & Tobacco	480,744		1	%	436,673		1	%
Energy: Oil & Gas	495,843		1	%	365,000		1	%
Media: Advertising, Printing & Publishing	493,860		1	%	332,812		1	%
Retail	218,497		1	%	1,774		0%
Total	$	38,874,913	100	%	$	36,663,703	100	%

We do not “control” any of our portfolio companies, as defined in the 1940 Act. We are an affiliate of Injured Workers Pharmacy, LLC (held through ACON IWP Investors I, L.L.C.). In general, under the 1940 Act, we would be presumed to

“control” a portfolio company if we owned 25% or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its voting securities.

The following table shows the composition of our investment portfolio by level of control as of March 31, 2021 and June 30, 2020:


	March 31, 2021								June 30, 2020
Level of Control	Cost		% of Portfolio		Fair Value(1)		% of Portfolio		Cost		% of Portfolio		Fair Value(1)		% of Portfolio
Affiliate	$	472,357	1	%	$	1,002,900	3	%	$	472,357	1	%	$	786,988	2	%
Non-Control/Non-Affiliate	38,927,488		99	%	38,186,486		97	%	38,402,556		99	%	35,876,715		98	%
Total Investments	$	39,399,845	100	%	$	39,189,386	100	%	$	38,874,913	100	%	$	36,663,703	100	%

(1) As of March 31, 2021 and June 30, 2020, the fair value of our investments were impacted by the uncertainty surrounding the impact of the Wuhan Virus pandemic. For more information, see “Valuation of Portfolio Investments”.

Net Asset Value

During the three months ended March 31, 2021, our net asset value decreased by ($124,557), or ($0.06) per share, and, during the nine months ended March 31, 2021, our net asset value increased by $823,176, or $0.26 per share. The decrease was primarily attributable $0.19 of dilution per share related to distributions exceeding our net investment loss of $(59,179), for the three months ended March 31, 2021. The increase was primarily attributable to an increase in net realized and net change in unrealized gains of $2,011,801, or $0.85 per weighted average share, for the nine months ended March 31, 2021. For the three months ended March 31, 2021, the decrease was primarily offset by an increase in net realized and net change in unrealized gains of $320,832, or $0.13 per weighted average share. For the nine months ended March 31, 2021, the increase was primarily offset by $0.58 of dilution per share related to distributions exceeding our net investment loss of $(231,207). The following table shows the calculation of net asset value per share as of March 31, 2021 and June 30, 2020.


	March 31, 2021		June 30, 2020
Net assets	$	20,381,576	$	19,558,400
Shares of common stock issued and outstanding	2,386,177		2,363,011
Net asset value per share	$	8.54	$	8.28

Results of Operations

Investment Income

For the three months ended March 31, 2021 and 2020 we generated $943,080 and $900,371, respectively, in investment income in the form of interest and fees earned on our debt portfolio. For the nine months ended March 31, 2021 and 2020 we generated $2,662,220 and $2,502,863, respectively, in investment income in the form of interest and fees earned on our debt portfolio. Such revenues were primarily cash income and non-cash portions related to the accretion of discounts.

For the three months ended March 31, 2021 and 2020, PIK interest included in interest income totaled $22,363 and $29, respectively. For the nine months ended March 31, 2021 and 2020, PIK interest included in interest income totaled $37,518 and $87, respectively.

Operating Expenses

Total operating expenses before expense limitation support totaled $1,002,259 and $866,485 for the three months ended March 31, 2021 and 2020 respectively. Total operating expenses before expense limitation support totaled $3,076,813 and $2,607,283 for the nine months ended March 31, 2021 and 2020, respectively. These operating expenses consisted primarily of interest and credit facility expense, amortization of offering costs, base management fees, administrator costs, legal expense, and audit and tax expense.

The base management fees for the three months ended March 31, 2021 and 2020 respectively, were $189,019 and $185,935. The base management fees for the nine months ended March 31, 2021 and 2020, respectively, were $556,750 and $525,549.

The interest and credit facility expense for the three months ended March 31, 2021 and 2020 respectively, were $140,675 and $178,723. The interest and credit facility expense for the nine months ended March 31, 2021 and 2020, respectively, were $432,126 and $454,726.

The amortization of offering costs for the three months ended March 31, 2021 and 2020 respectively, were $102,547 and $151,512. The amortization of offering costs for the nine months ended March 31, 2021 and 2020, respectively, were $378,875 and $423,406.

The legal expenses for the three months ended March 31, 2021 and 2020 respectively, were $156,679 and $20,760. The legal expenses for the nine months ended March 31, 2021 and 2020, respectively, were $297,365 and $132,380. The legal expenses for the three months and nine months ended March 31, 2021 were higher due to additional costs associated with proxy filings.

Pursuant to the expense limitation support payment (discussed below), the sponsor reimbursed the Company $0 and $(185,935) for the three months ended March 31, 2021 and 2020, respectively, and $(183,386) and $(525,549) for the nine months ended March 31, 2021 and 2020, respectively.

Net Investment Income (Loss)

Our net investment income (loss) totaled $(59,179) and $219,821 for the three months ended March 31, 2021 and 2020 respectively. Our net investment income (loss) totaled $(231,207) and $421,129 for the nine months ended March 31, 2021 and 2020, respectively. Our Adviser did not waive base management fees for the quarters ended December 31, 2020 and March 31, 2021, which resulted in the decline of net investment income for the three months and nine months ended March 31, 2021.

Net Realized Gains/Losses from Investments

We measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized.

For the three months ended March 31, 2021 and 2020 respectively, we received proceeds from sales and repayments on unaffiliated investments of $4,515,094 and $2,709,397, from which we realized gains (losses) of $0 for both periods. For the nine months ended March 31, 2021 and 2020, respectively, we received proceeds from sales and repayments on unaffiliated investments of $5,620,552 and $5,984,671, from which we realized gains (losses) of $11,050 and $(695,468).

Net Unrealized Gains/Losses on Investments

Net change in unrealized gains (losses) on investments reflects the net change in the fair value of our investment portfolio. For the three months ended March 31, 2021 and 2020 respectively, net change in unrealized gains (losses) totaled $320,832 and $(2,566,076), respectively. For the nine months ended March 31, 2021 and 2020, respectively, net change in unrealized gains (losses) totaled $2,000,751 and $(2,962,674), respectively. For the three months and nine months ended March 31, 2021, the fair value of our investments was positively impacted by the rebound of U.S loan prices since the Wuhan Virus pandemic began. For more information, see “Valuation of Portfolio Investments”.

Financial Condition, Liquidity and Capital Resources

On July 27, 2017, the Financial Conduct Authority (“FCA”) announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021 (the “FCA Announcement”). Furthermore, in the United States, efforts to identify a set of alternative U.S. dollar reference interest rates include proposals by the Alternative Reference Rates Committee of the Federal Reserve Board and the Federal Reserve Bank of New York. On August 24, 2017, the Federal Reserve Board requested public comment on a proposal by the Federal Reserve Bank of New York, in cooperation with the Office of Financial Research, to produce three new reference rates intended to serve as alternatives to LIBOR. These alternative rates are based on overnight repurchase agreement transactions secured by U.S. Treasury Securities. On December 12, 2017, following consideration of public comments, the Federal Reserve Board concluded that the public would benefit if the Federal Reserve Bank of New York published the three proposed reference rates as alternatives to LIBOR (the “Federal Reserve Board Notice”). In April 2018, the Federal Reserve System, in conjunction with the ARRC, announced the replacement of LIBOR with a new index, calculated by short term repurchase agreements collateralized by U.S. Treasury securities, called the Secured Overnight Financing Rate (“SOFR”). On June 12, 2019, the Staff from the SEC’s Division of Corporate Finance, Division of Investment Management, Division of Trading and Markets, and Office of the Chief Accountant issued a statement about the potentially significant effects on financial markets and market participants when LIBOR is discontinued in 2021 and no longer available as a reference benchmark rate. The Staff encouraged all market participants to identify contracts that reference LIBOR and begin transitions to alternative rates. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or, whether the Wuhan Virus will have further

effect on LIBOR transition plans. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations.

On March 5, 2021, the FCA announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021

(all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese

yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US

dollar LIBOR settings); (ii) the overnight and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii)

the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for

a certain period using the FCA’s proposed new powers that the UK government is legislating to grant to them.

At this time, it is not possible to predict the effect of the FCA Announcement, the Federal Reserve Board Notice, or other regulatory changes or announcements, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the United Kingdom, the United States or elsewhere. As such, the potential effect of any such event on our net investment income cannot yet be determined. The CLOs in which the Company is invested generally contemplate a scenario where LIBOR is no longer available by requiring the CLO administrator to calculate a replacement rate primarily through dealer polling on the applicable measurement date. However, there is uncertainty regarding the effectiveness of the dealer polling processes, including the willingness of banks to provide such quotations, which could adversely impact our net investment income. Recently, the CLOs we are invested in have included, or have been amended to include, language permitting the CLO investment manager to implement a market replacement rate (like SOFR) upon the occurrence of certain material disruption events. However, we cannot ensure that all CLOs in which we are invested will have such provisions, nor can we ensure the CLO investment managers will undertake the suggested amendments when able. In addition, the effect of a phase out of LIBOR on U.S. senior secured loans, the underlying assets of the CLOs in which we invest, is currently unclear. To the extent that any replacement rate utilized for senior secured loans differs from that utilized for a CLO that holds those loans, the CLO would experience an interest rate mismatch between its assets and liabilities which could have an adverse impact on the Company’s net investment income and portfolio returns.

We generate cash primarily from the net proceeds of offerings of our common stock, and from cash flows from fees (such as management fees), interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of funds is investments in companies, payments of our expenses and distributions to holders of our common stock.

We believe that our current cash on hand and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations. This "Financial Condition, Liquidity and Capital Resources" section should be read in conjunction with the discussion of the Wuhan Virus Pandemic under the "Critical Accounting Policies" section below.

We previously publicly offered for sale a maximum amount of $300,000,000 in shares of common stock on a "best efforts" basis. The Dealer Manager was not required to sell any specific number or dollar amount of shares but would use its best efforts to sell the shares offered. The minimum investment in shares of our common stock in the offering was $5,000. Effective February 19, 2021, the offering was terminated and, as a result, the dealer manager agreement terminated in accordance with its terms and the Dealer Manager ceased serving as our dealer manager effective as of such date. We are engaged in discussions with and due diligence of other firms to potentially serve in the future capacity as our dealer manager regarding potential future capital raises by us.

On May 14, 2020, the Company decreased its offering price from $11.38 per share to $8.78 per share. The decrease in the offering price was effective for all closings occurring on or after May 15, 2020. On August 12, 2020, our board of directors determined to change the public offering price per share of our Class A shares of common stock from $8.78 per share to $9.03 per share. The change in the public offering price was effective as of August 12, 2020 and first applied to subscriptions in good order received on or after August 12, 2020. In addition, on August 26, 2020, the Company increased its offering price from $9.03 per share to $9.33 per share. The increase in the offering price was effective for all closings occurring on or after August 26, 2020. On November 6, 2020, our board of directors determined to change the public offering price per share of our Class A shares of common stock from $9.33 per share to $9.40 per share. The change in the public offering price became effective as of November 12, 2020 and first applied to subscriptions in good order received on or after November 9, 2020. On January 15, 2021, our board of directors determined to change the public offering price per share of our Class A shares of common stock from $9.40 per share to $9.78 per share. The change in the public offering price became effective as of January 15, 2021 and first applied to subscriptions in good order received on or after January 11, 2021. On February 16, 2021, our board of directors determined to change the public offering price per share of our Class A shares of common stock from $9.78 per share to $9.69

per share. The change in the public offering price became effective as of February 16, 2021 and first applied to subscriptions in good order received on or after February 16, 2021.

To the extent we offer shares of our common stock and our net asset value increases, we will sell at a price necessary to ensure that shares are not sold at a price per share, after deduction of selling commissions and dealer manager fees, that is below our net asset value per share. In connection with each closing, our board of directors or a committee thereof is required, within 48 hours of the time that each closing and sale is made, to make the determination that we are not selling shares of our common stock at a price per share which, after deducting upfront selling commissions, if any, is below the then-current net asset value per share of the applicable class. Promptly following any such adjustment to the offering price per share and to the extent we are conducting a public offering, we will file a prospectus supplement with the SEC disclosing the adjusted offering price, and we appropriately publish the updated information.

We may borrow funds to make investments at any time, including before we have fully invested the proceeds of our offering, to the extent we determine that additional capital would allow us to take advantage of investment opportunities, or if our board of directors determines that leveraging our portfolio would be in our best interests and the best interests of our stockholders. We have not yet decided, however, whether, and to what extent, we will finance portfolio investments using debt. We do not currently anticipate issuing any preferred stock.

The North American Securities Administrators Association, in its Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time, requires that our sponsor and its affiliates have an aggregate financial net worth, exclusive of home, automobile and home furnishings, of 5% of the first $20,000 of both the gross amount of securities currently being offered and the gross amount of any originally issued direct participation program sold by our sponsor and its affiliates within the last 12 months, plus 1% of all amounts in excess of the first $20,000. Based on these requirements, our sponsor and its affiliates have an aggregate net worth in excess of those amounts required by the Omnibus Guidelines Statement of Policy.

Contractual Obligations

We have entered into certain contracts under which we have material future commitments. On March 31, 2019, we entered into the Investment Advisory Agreement with Prospect Flexible Income Management, LLC in accordance with the 1940 Act. The Investment Advisory Agreement became effective upon consummation of the Merger. Prospect Flexible Income Management, LLC serves as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Payments under the Investment Advisory Agreement in each reporting period will consist of (i) a management fee equal to a percentage of the value of our gross assets and (ii) income and capital gains incentive fees based on our performance. See "Overview" and "Recent Developments."

On March 31, 2019, we entered into the Administration Agreement with Prospect Administration, which was amended and restated effective as of June 17, 2019, pursuant to which Prospect Administration furnishes us with administrative services necessary to conduct our day-to-day operations. The Administration Agreement with Prospect Administration initially became effective upon consummation of the Merger. We reimburse Prospect Administration for its allocable portion of overhead incurred by Prospect Administration in performing its obligations under the Administration Agreement, including rent and its allocable portion of the costs of our Chief Financial Officer and Chief Compliance Officer and her staff. We have engaged Bank of New York Mellon and affiliated entities to act as our custodian. We have also contracted with Phoenix American Financial Services to act as our transfer agent, plan administrator, distribution paying agent and registrar.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under the Investment Advisory Agreement and the Administration Agreement. Any new investment advisory agreement would also be subject to approval by our stockholders.

Off-Balance Sheet Arrangements

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.

Credit Facility

On May 16, 2019, we established a $50 million senior secured revolving credit facility (the “Credit Facility”) with Royal Bank of Canada, a Canadian chartered bank (“RBC”), acting as administrative agent. In connection with the credit facility, our wholly owned financing subsidiary, Prospect Flexible Funding, LLC (the "SPV"), as borrower, and each of the other parties thereto, entered into a Revolving Loan Agreement, dated as of May 16, 2019 (the “Loan Agreement”). The SPV is a wholly-owned subsidiary of the Company that was formed to facilitate the transactions under the Credit Facility. Under the terms of

the Credit Facility, the SPV holds certain of the securities that would otherwise be owned by the Company to be used as the borrowing base and collateral under the Credit Facility. Income paid on these investments is distributed to the Company pursuant to a waterfall after taxes, fees, expenses, and debt service. The lenders under the Credit Facility have a security interest in the investments held by the SPV. Although these investments are owned by the SPV, because the SPV is a wholly-owned subsidiary of the Company, the Company is subject to all of the benefits and risks associated with the Credit Facility and the investments held by the SPV.

The Credit Facility matures on May 21, 2029 and generally bears an interest at a rate of three-month LIBOR plus 1.55%. On May 11, 2020, the Company agreed to the increased interest rate of three-month LIBOR plus 2.20% on the Credit Facility for the period between May 16, 2020 to November 15, 2020. Effective November 10, 2020, the end date of the ramp period of the Credit Facility was extended from November 15, 2020 to May 14, 2021. As a result, the interest rate on borrowings under the Credit Facility of the three-month LIBOR plus 2.20% was extended from the period between May 16, 2020 to November 15, 2020 to the period between May 16, 2020 to May 14, 2021. The Credit Facility is secured by substantially all of the SPV’s properties and assets. Under the Loan Agreement, the SPV has made certain customary representations and warranties and is required to comply with various covenants, including reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature.

Recent Developments

Management has evaluated all known subsequent events through the date the accompanying consolidated financial statements were available to be issued on May 10, 2021 and notes the following:

Investment Advisory Agreement

The New Advisory Agreement replaces the Company’s prior investment advisory agreement, dated March 31, 2019 (the “Prior Advisory Agreement”), Prospect Flexible Income Management, LLC, the Company's former investment adviser ("PFIM"), which terminated effective April 20, 2021. The New Advisory Agreement is identical in all material respects to the Prior Advisory Agreement, except for its date of effectiveness, term and PCM serving as the Company’s investment adviser instead of PFIM. As such, the Prior Advisory Agreement and the New Advisory Agreement contain the same terms, provisions, conditions and fee rates, and provide for the same management services to be conducted by PCM as were conducted by PFIM. The New Advisory Agreement has an initial two-year term and may be continued thereafter for successive one-year periods if such continuance is approved in the manner provided for under Section 15 of the 1940 Act. The material terms of the New Advisory Agreement are further described and compared to those of the Prior Advisory Agreement in the Company’s definitive proxy statement filed with the SEC on March 2, 2021. In addition, the termination of the Prior Advisory Agreement is described in the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021.

Expense Limitation Agreement

only contained a Voluntary Waiver and, unlike the New ELA, did not contain a Guaranteed Waiver. The New ELA has an initial term ending on the first full month following the one-year anniversary of its effective date and may be continued thereafter for successive one-year periods in accordance with its terms. The material terms of the New ELA are further described in the Company’s definitive proxy statement filed with the SEC on March 2, 2021. In addition, the termination of the Former ELA is described in the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2021.

Sales of Common Stock

For the period beginning April 1, 2021 and ending May 10, 2021, the Company issued 7,218 shares pursuant to its distribution reinvestment plan in the amount of $62,079.

Investment activity

On April 30, 2021, Encino Acquisition Partners Holdings, LLC fully repaid the $500,000 Second Lien Term Loan to us at par.

Repurchase Offer

Distributions

General

We elected to be treated, beginning with our fiscal year ending December 31, 2012, and intend to qualify annually thereafter, as a RIC under the Code. To maintain RIC tax treatment, we must, among other things, distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our recognized capital gains in excess of recognized capital losses for the one-year period generally ending on October 31 of the calendar year and (iii) any ordinary income or capital gains recognized but not distributed in preceding years and on which we paid no federal income tax.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

Our board of directors has authorized, and has declared, cash distributions on our common stock on a monthly basis since the second quarter of 2015 (in our capacity as TPIC). The amount of each such distribution is subject to our board of directors’ discretion and applicable legal restrictions related to the payment of distributions. We calculate each stockholder’s specific distribution amount for the month using record and declaration dates, and distributions will begin to accrue on the date we accept subscriptions for shares of our common stock. From time to time, we may also pay interim distributions at the discretion of our board of directors. Each year a statement on Internal Revenue Service Form 1099-DIV (or any successor form) identifying the source of the distribution (i.e.,(i) paid from investment company taxable income, which is generally our net ordinary income plus our realized net short-term capital gains in excess of realized net long-term capital gains, (ii) paid from net capital gain on the sale of securities, which is our realized net long-term capital gains in excess of realized net-short term capital losses, and/or (iii) a return of paid-in capital surplus, which is generally a nontaxable distribution) will be mailed to our stockholders. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from our offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes.

We have adopted an “opt in” distribution reinvestment plan for our common stockholders. As a result, when we make a distribution, stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of our common stock. Any distributions reinvested under the plan will nevertheless remain taxable to U.S. stockholders.

Related Party Transactions

License Agreement

We entered into a license agreement with an affiliate of our Adviser, pursuant to which the affiliate granted us a non-exclusive, royalty free license to use the “Prospect” name. Under this license agreement, we have the right to use such name for so long as our Adviser or another affiliate of PCM is our investment adviser. Other than with respect to this limited license, we have no legal right to the “Prospect” name or logo.

Investment Advisory Agreement

We have entered into the Investment Advisory Agreement with our Adviser. We will pay our Adviser a fee for its services under the Investment Advisory Agreement consisting of two components - a base management fee and an incentive fee. The cost of both the base management fee payable to the Adviser and any incentive fees it earns will ultimately be borne by our stockholders. See “-Investment Advisory Fees” and "Recent Developments."

Certain members of our senior management hold an equity interest in our Adviser. Members of our senior management also serve as principals of other investment managers affiliated with our Adviser that do and may in the future manage investment funds, accounts or other investment vehicles with investment objectives similar to ours.

Administration Agreement

Allocation of Expenses

Officers and Directors

Dealer Manager Agreement

The Company and its Adviser entered into a dealer manager agreement, as amended, with Triton Pacific Securities, LLC ("TPS"),which terminated effective February 19, 2021 in accordance with its terms in connection with the termination of the Company's continuous public offering of its common stock. TPS ceased serving as the Company's dealer manager effective as of such date. Pursuant to the terms of this dealer manager agreement, the Company would pay the dealer manager a fee of up to 9% of gross proceeds raised in the Company's offering, some of which would be re-allowed to other participating broker-dealers. In addition to the upfront selling commissions and dealer manager fees, the Adviser could pay TPS a fee (the "Additional Selling Commissions") equal to no more than 1.0% of the net asset value per share per year. TPS would reallow all or a portion of the Additional Selling Commissions to participating broker-dealers. TPS is an affiliated entity of the Former Adviser and is partially owned by one of our former directors, Craig Faggen.

For the three months ended March 31, 2021 and 2020, TPS incurred offering expenses of $0 and $91,384, respectively. For the nine months ended March 31, 2021 and 2020, TPS incurred offering expenses of $16,937 and $207,430, respectively. As of March 31, 2021 and June 30, 2020, the Company owes TPS $9,455 and $798, respectively, related to offering costs and general and administrative expenses which is included in Due to Affiliate on the Consolidated Statements of Assets and Liabilities. Offering costs of $993 and $80,661 as of March 31, 2021 and June 30, 2020, respectively, are also included in Due to Affiliate on the Consolidated Statements of Assets and Liabilities.

Expense Limitation Agreement

The Company entered into an expense limitation agreement with the Adviser, which was terminated effective February 17, 2021 in accordance with its terms. Pursuant to the terms of this expense limitation agreement the Adviser, in its sole discretion, could waive a portion or all of the investment advisory fees that it was entitled to receive under the Investment Advisory Agreement in order to limit the Company's operating expenses to an annual rate, expressed as a percentage of the Company's average quarterly net assets, equal to 8.00%. See “Expense Limitation Agreement” and "Recent Developments" below.

Expense Limitation Agreement

Expense Reimbursement Agreement with our Former Adviser

On March 27, 2014, we and our Former Adviser entered into an Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective April 5, 2018. Under the Expense Reimbursement Agreement, as amended, our Former Adviser, in consultation with the Company, could pay up to 100% of both our organizational and offering expenses and our operating expenses, all as determined by us and our Former Adviser. The Expense Reimbursement Agreement stated that until the net proceeds to us from our offering are at least $25 million, our Former Adviser could pay up to 100% of both our organizational and offering expenses and our operating expenses. After we received at least $25 million in net proceeds from our offering, our Former Adviser could, with our consent, continue to make expense support payments to us in such amounts as was acceptable to us and our Former Adviser. The Expense Reimbursement Agreement terminated on December 31, 2018. Our Former Adviser had agreed to reimburse a total of $5,292,192 as of December 31, 2018. However, as part of the Merger, the Former Adviser agreed to waive any amounts owed to it under the Expense Reimbursement Agreement.

Expense Limitation Agreement with the Adviser

Concurrently with the closing of the Merger, we entered into an Expense Limitation Agreement with our Adviser (the “ELA”). On and effective February 17, 2021, the ELA was terminated in accordance with its terms. See "Recent Developments" for information regarding the Company's new Expense Limitation Agreement.

Pursuant to the ELA, our Adviser, in its sole discretion, could waive a portion or all of the investment advisory fees that it was entitled to receive pursuant to the Investment Advisory Agreement in order to limit our Operating Expenses (as defined below) to an annual rate, expressed as a percentage of our average quarterly net assets, equal to 8.00% (the “Annual Limit”). For purposes of the ELA, the term “Operating Expenses” with respect to the Company, is defined to include all expenses necessary or appropriate for the operation of the Company, including but not limited to our Adviser’s base management fee, any and all costs and expenses that qualify as line item “organization and offering” expenses in the consolidated financial statements of the Company as the same are filed with the SEC and other expenses described in the Investment Advisory Agreement, but does not include any portfolio transaction or other investment-related costs (including brokerage commissions, dealer and underwriter spreads, prime broker fees and expenses and dividend expenses related to short sales), interest expenses and other financing costs, extraordinary expenses and acquired fund fees and expenses. Upfront shareholder transaction expenses (such as sales commissions, dealer manager fees, and similar expenses) are not Operating Expenses. On April 30, 2020, the Company's board of directors approved extending the Expense Limitation Agreement for an additional 12-month term ending on April 30, 2021. Our Adviser did not waive fees for the three month ended March 31, 2021. During the nine months ended March 31, 2021, our Adviser waived its base management fees of $183,386 related to the three months ended September 30, 2020.

Any amount waived pursuant to the ELA is subject to repayment to our Adviser (an “ELA Reimbursement”) by us within the three years following the end of the quarter in which the waiver was made by our Adviser. Although the ELA was terminated effective February 17, 2021, our Adviser maintains its right to repayment for any waiver it has made under the ELA, subject to the Repayment Limitations (discussed below).

Any ELA Reimbursement can be made solely in the event that we have sufficient excess cash on hand at the time of any proposed ELA Reimbursement and shall be limited to the lesser of (i) the excess of the Annual Limit applicable to such quarter over the Company’s actual Operating Expenses for such quarter and (ii) the amount of ELA Reimbursement which, when added to the Company’s expenses for such quarter, permits the Company to pay the then-current aggregate quarterly distribution to its shareholders, at a minimum annualized rate of at least 6.00% (based on the gross offering prices of Company shares) (the “Distribution”) from the sum of (x) the Company’s net investment income (loss) for such quarter plus (y) the Company’s net realized gains (losses) for such quarter (collectively, the “Repayment Limitations”). For the purposes of the calculations pursuant to (i) and (ii) of the preceding sentence, any ELA Reimbursement will be treated as an expense of the Company for such quarter, without regard to the GAAP treatment of such expense. In the event that the Company is unable to make a full payment of any ELA Reimbursements due for any applicable quarter because the Company does not have sufficient excess cash on hand, any such unpaid amount shall become a payable of the Company for accounting purposes and shall be paid when the Company has sufficient cash on hand (subject to the Repayment Limitations); provided, that in the case of any ELA Reimbursements, such payment shall be made no later than the date that is three years following the end of the quarter in which the applicable waiver was made by our Adviser.

Investment Advisory Fees

Pursuant to the Investment Advisory Agreement, we pay the Adviser a fee for investment advisory and management services consisting of a base management fee and an incentive fee. The cost of both the base management fee payable to the Adviser and any incentive fees it earns will ultimately be borne by our stockholders. See "Recent Developments" for additional information regarding the Adviser and the Investment Advisory Agreement.

Base Management Fee. The base management fee is calculated at an annual rate of 1.75% (0.4375% quarterly) of our average total assets, which includes any borrowings for investment purposes. For the first quarter of our operations following the Merger, the base management fee was calculated based on the average value of our total assets as of the date of the Investment Advisory Agreement and at the end of the calendar quarter in which the date of the Investment Advisory Agreement fell, and was appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Subsequently, the base management fee is payable quarterly in arrears, and is calculated based on the average value of our total assets at the end of the two most recently completed calendar quarters, and is appropriately adjusted for any share issuances or repurchases during the then current calendar quarter. Base management fees for any partial month or quarter is appropriately pro-rated. At the Adviser’s option, the base management fee for any period may be deferred, without interest thereon, and paid to the Adviser at any time subsequent to any such deferral as the Adviser determines.

Incentive Fee. The incentive fee consists of two parts: (1) the subordinated incentive fee on income and (2) the capital gains incentive fee.

Subordinated Incentive Fee on Income. The first part of the incentive fee, which is referred to as the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon our “pre-incentive fee net investment income” for the immediately preceding calendar quarter. For purposes of this fee, “pre-incentive fee net investment income” means interest income, dividend income and distribution cash flows from equity investments and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses reimbursed under the Investment Advisory Agreement and the Administration Agreement, any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the organization and offering expenses and incentive fees on income and capital gains). 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. The subordinated incentive fee on income is subject to a quarterly fixed preferred return to investors, expressed as a rate of return on the value of our net assets at the end of the immediately preceding calendar quarter, of 1.5% (6.0% annualized), subject to a “catch up” feature. Operating expenses are included in the calculation of the subordinated incentive fee on income.

We will pay our Adviser a subordinated incentive fee on income for each calendar quarter as follows:

• No incentive fee will be payable to our Adviser in any calendar quarter in which our pre-incentive fee net investment income does not exceed the preferred return rate of 1.5%.

• 100% 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 preferred return but is less than or equal to 1.875% in any calendar quarter (7.5% annualized). We refer to this portion of our pre-incentive fee net investment income (which exceeds the preferred return but is less than or equal to 1.875%) as the “catch-up.” The effect of the “catch-up” provision is that, if our pre-incentive fee net investment income reaches 1.875% in any calendar quarter, our Adviser will receive 20.0% of our pre-incentive fee net investment income as if a preferred return did not apply.

• 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 1.875% in any calendar quarter (7.5% annualized) will be payable to our Adviser. This reflects that once the preferred return is reached and the catch-up is achieved, 20.0% of all pre-incentive fee net investment income thereafter will be allocated to our Adviser.

Capital Gains Incentive Fee. The second part of the incentive fee, which is referred to as 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 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 our 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 amortized 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 amortized 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 amortized 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. Operating expenses are not taken into account when determining capital gains incentive fees.

Asset Coverage

In accordance with the 1940 Act, the Company is currently only allowed to borrow amounts such that its “asset coverage,” as defined in the 1940 Act, is at least 150% after such borrowing. “Asset coverage” generally refers to a company’s total assets, less all liabilities and indebtedness not represented by “senior securities,” as defined in the 1940 Act, divided by total senior securities representing indebtedness and, if applicable, preferred stock. “Senior securities” for this purpose includes borrowings from banks or other lenders, debt securities and preferred stock.

On March 23, 2018, an amendment to Section 61(a) of the 1940 Act was signed into law to permit BDCs to reduce the minimum “asset coverage” ratio from 200% to 150%, so long as certain approval and disclosure requirements are satisfied. In addition, for BDCs like the Company whose securities are not listed on a national securities exchange, the Company is also required to offer to repurchase its outstanding shares at the rate of 25% per quarter over four calendar quarters. Under the existing 200% minimum asset coverage ratio, the Company is permitted to borrow up to one dollar for investment purposes for every one dollar of investor equity, and under the 150% minimum asset coverage ratio, the Company will be permitted to borrow up to two dollars for investment purposes for every one dollar of investor equity. In other words, Section 61(a) of the 1940 Act, as amended, permits BDCs to potentially increase their debt-to-equity ratio from a maximum of 1 to 1 to a maximum of 2 to 1.

At the 2019 Annual Meeting, stockholders approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act. As a result, and subject to certain additional disclosure requirements and the repurchase obligations described above, the minimum asset coverage ratio applicable to the Company was reduced from 200% to 150%, effective as of March 16, 2019.

Below is our quarterly asset coverage since June 30, 2019.


Revolving Credit Facility	Total Amount Outstanding		Asset Coverage per Unit(1)		Involuntary Liquidating Preference per Unit(2)	Average Market Value per Unit(2)
March 31, 2021	$	21,000,000	$	1,971	—	—
December 31, 2020	$	21,000,000	$	1,976	—	—
September 30, 2020	$	21,000,000	$	1,947	—	—
June 30, 2020	$	21,000,000	$	1,931	—	—
March 31, 2020	$	21,000,000	$	1,914	—	—
December 31, 2019	$	21,000,000	$	2,018	—	—
September 30, 2019	$	15,500,000	$	2,461	—	—
June 30, 2019	$	5,500,000	$	5,256	—	—

(1) The asset coverage ratio is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, divided by secured senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage Per Unit.
(2) This column is inapplicable.

On April 8, 2020, in connection with the outbreak of the Wuhan Virus pandemic, the SEC issued an Order Under Sections 6(c), 17(d), 38(a) and 57(i) of the Investment Company Act of 1940 and Rule 17d-1 Thereunder Granting Exemptions from Specified Provisions of the Investment Company Act and Certain Rules Thereunder, the 1940 Act Release No. 33837 (Apr. 8,

2020) (the “April 2020 Order”), which provides exemptions from certain requirements of the 1940 Act. Section II of the April 2020 Order (i) affords BDCs greater flexibility in calculating asset coverage ratios for purposes of the 1940 Act asset coverage requirements, (ii) requires a BDC’s board of directors, including a required majority of such board, as defined in Section 57(o) of the 1940 Act, to determine that the issuance or sale of covered senior securities is permitted by this April 2020 Order and is in the best interests of the BDC and its stockholders, (iii) requires prior disclosure on Form 8-K of an election to rely on Section II of the April 2020 Order, and (iv) includes certain limitations on new investments, among other requirements detailed in the April 2020 Order. The Company has not taken advantage of the relief provided by the April 2020 Order.

Critical Accounting Policies

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 3, 6 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 Flexible Funding, LLC. All intercompany balances and transactions have been eliminated in consolidation.

Valuation of Portfolio Investments

The Company determines the fair value of its investment portfolio each quarter. The fair values of the Company’s investments are determined in good faith by the Company’s board of directors. The Company’s board of directors is solely responsible for the valuation of the Company’s portfolio investments at fair value as determined in good faith pursuant to the Company’s valuation policy and consistently applied valuation process.

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

Level 3. Unobservable inputs for the asset or liability.

Securities that are publicly-traded are valued at the reported closing price on the valuation date. Securities traded in the over-the-counter market are valued by an independent pricing agent or more than one principal market maker, if available, otherwise a principal market maker or a primary market dealer. We value over-the-counter securities by using the midpoint of the prevailing bid and ask prices from dealers on the date of the relevant period end, which were provided by an independent pricing agent and screened for validity by such service. As a result of the volatility and disruption to the global economy from the Wuhan Virus pandemic (as further discussed in Note 8 to the consolidated financial statements), certain market quotations were not deemed to represent fair value.

1. Each portfolio company or investment is reviewed by investment professionals of the Adviser with the independent valuation firms engaged by our board of directors.

2. The independent valuation firms prepare independent valuations based on their own independent assessments and issue their reports.

The majority of our non-CLO investments are valued utilizing broker quotes, yield technique, enterprise value (“EV”) technique, net asset value technique, liquidation technique, discounted cash flow technique, or a combination of techniques, as appropriate. The yield technique uses loan spreads for loans and other relevant information implied by market data involving identical or comparable assets or liabilities. Under the EV technique, 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) valuation approach that considers relevant and applicable market trading data of guideline public companies, transaction metrics from precedent merger and acquisitions transactions, and/or a discounted cash flow technique. The net asset value technique, an income approach, is used to derive a value of an underlying investment by dividing a relevant earnings stream by an appropriate capitalization rate. The liquidation technique 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 technique converts 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 fair value measurement is based on the net present value indicated by current market expectations about those future amounts.

Our investments in bonds and loans are classified as Level 3 fair value measured securities under ASC 820.

Impact of the novel coronavirus (the "Wuhan Virus") pandemic

As of March 31, 2021, there remains to be global uncertainty surrounding the Wuhan Virus pandemic, which has caused severe disruptions in the global economy and has negatively impacted the fair value and performance of certain investments since the pandemic began. For the three months and nine months ended March 31, 2021, the resulting changes in net unrealized depreciation on investments were largely due to widening credit spreads as market participants expected a higher yield on similar investments given the significant market volatility generated by the Wuhan Virus pandemic. To a lesser extent, the changes in net unrealized depreciation on investments for the quarter for certain of our portfolio companies also reflected other factors such as specific industry concerns, uncertainty about the duration of business shutdowns and near-term liquidity needs. For additional information concerning the Wuhan Virus pandemic and its potential impact on our business and our operating results, see Part II - Other information, Item 1A. Risk Factors, “Risk Factors - The Wuhan Virus pandemic has caused severe disruptions in the global economy, which has had, and may continue to have, a negative impact on our portfolio companies and our business and operations.”

Valuation of Other Financial Assets and Financial 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.

Credit Spread Risk

Credit spreads risk represents the risk that with higher interest rates comes a higher risk of defaults.

Default Risk

Default risk is the risk that a borrower will be unable to make the required payments on their debt obligation.

Downgrade Risk

Downgrade risk results when rating agencies lower their rating on a bond which are usually accompanied by bond price declines.

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

Structured Credit Related Risk

Revenue Recognition

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Accretion of such purchase discounts or amortization of such premiums is calculated using the effective interest method as of the settlement date and adjusted only for material amendments or prepayments. Upon the prepayment of a loan or bond, any unamortized discount or premium is recorded as interest income. The Company records dividend income on the ex-dividend date. The Company does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect such income. 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 are either applied to the cost basis or interest income, depending upon management’s judgment of the collectibility of the loan receivable. 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 and future principal and interest collections when due are probable. Interest received and applied against cost while a loan is on non-accrual, and PIK interest capitalized but not recognized while on non-accrual, is recognized prospectively on the effective yield basis through maturity of the loan when placed back on accrual status, to the extent deemed collectible by management. As of June 30, 2020, the Company did not have any loans on non-accrual status. Loan origination fees are capitalized and the Company accretes such amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized loan origination fees are

recorded as interest income. Upfront structuring fees are recorded as fee income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.

Due from and to Adviser

Amounts due from the Adviser are for amounts waived under the ELA (as such term is defined in Note 4) and amounts due to the Adviser are for base management fees, incentive fees, operating expenses paid on our behalf and offering and organization expenses paid on our behalf. No amounts were waived by the Adviser under the ELA for the three months ended March 31, 2021. As of June 30, 2020, the due from and due to Adviser balances were presented net on the Consolidated Statements of Assets and Liabilities. All balances due from and to the Adviser are settled quarterly.

Payment-In-Kind Interest

The Company has certain investments in its portfolio that contain a payment-in-kind (“PIK”) interest provision, which represents contractual interest or dividends that are added to the principal balance and recorded as income. For the three months ended March 31, 2021 and 2020, PIK interest included in interest income totaled $22,363 and $29, respectively. For the nine months ended March 31, 2021 and 2020, PIK interest included in interest income totaled $37,518 and $87, respectively. The Company stops accruing PIK interest when it is determined that PIK interest is no longer collectible. To maintain RIC tax treatment, and to avoid corporate tax, substantially all of this income must be paid out to the stockholders in the form of distributions, even though the Company has not yet collected the cash.

Offering Costs and Expenses

The Company will incur certain costs and expenses in connection with registering to sell shares of its common stock. These costs and expenses principally relate to certain costs and expenses for advertising and sales, printing and marketing costs, professional and filing fees. Offering costs incurred by the Company are capitalized to deferred offering costs on the Consolidated Statements of Assets and Liabilities and amortized to expense over the 12 month period following such capitalization on a straight line basis.

Dividends and Distributions

Dividends and distributions to common stockholders are recorded on the record date. The amount, if any, to be paid as a monthly dividend or distribution is approved by our board of directors quarterly and generally depends on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our board of directors deems relevant from time to time. Net realized capital gains, if any, are distributed at least annually.

Financing Costs

We record origination expenses related to our Revolving Credit Facility as deferred financing costs. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation of our Revolving Credit Facility. (See Note 11 to the consolidated financial statements for further discussion).

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. As of March 31, 2021, there were no issued convertible securities.

Net Realized and Net Change in Unrealized Gains or Losses

Gains or losses on the sale of investments are calculated by using the specific identification method. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Federal and State Income Taxes

The Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and intends to continue to comply with the requirements of the Code applicable to RICs. As a RIC, the Company is required to distribute at least 90% of its investment company taxable income and intends to distribute (or retain through a deemed distribution) all of its investment company taxable income and net capital gain to stockholders; therefore, the Company has made no provision for income taxes. The character of income and gains that the Company 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.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform. The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The standard is effective as of March 12, 2020 through December 31, 2022. Management is currently evaluating the impact of the optional guidance on the Company's consolidated financial statements and disclosures. The Company did not utilize the optional expedients and exceptions provided by ASU 2020-04 during the three months and nine months ended March 31, 2021.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the financial instruments impairment guidance so that an entity is required to measure expected credit losses for financial assets based on historical experience, current conditions and reasonable and supportable forecasts. As such, an entity will use forward-looking information to estimate credit losses. ASU 2016-13 also amends the guidance in FASB ASC Subtopic No. 325-40, Investments-Other, Beneficial Interests in Securitized Financial Assets, related to the subsequent measurement of accretable yield recognized as interest income over the life of a beneficial interest in securitized financial assets under the effective yield method. ASU 2016-13 is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The effectiveness of the amended guidance in ASU 2016-13 did not have a material 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. Uncertainty with respect to the economic effects of the Wuhan Virus outbreak has introduced significant volatility in the financial markets, and the effects of this volatility could materially impact our market risks, including those listed below. For additional information concerning the Wuhan Virus pandemic and its potential impact on our business and our operating results, see Part I, Item 1A. Risk Factors, “Risks Relating to Our Business - The Wuhan Virus pandemic has caused severe disruptions in the global economy, which has had, and may continue to have, a negative impact on our portfolio companies and our business and operations” in our Annual Report on Form 10-K.

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates impacting some of the loans in our portfolio which have floating interest rates. Additionally, because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See Part II, Item 1A. Risk Factors, “Risks Relating to Our Business - Rising interest rates may adversely affect the value of our portfolio investments which could have an adverse effect on our business, financial condition and results of operations”.

Our debt investments may be based on floating rates or fixed rates. For our floating rate loans the rates are determined from the LIBOR, EURO Interbank Offer Rate, the Federal Funds Rate or the Prime Rate. The floating interest rate loans may be subject to a LIBOR floor. Our loans typically have durations of one, two, three, six or twelve months after which they reset to current market interest rates. As of March 31, 2021, 98% (based on fair value) of our investments paid variable interest rates and 2% paid fixed rates (considering interest rate flows for floating rate instruments, excluding our investments in equity and structured subordinated notes). A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to certain variable rate investments we hold and to declines in the value of any fixed rate investments we may hold in the future.

We also have a revolving credit facility that is based on floating LIBOR rates. Interest on borrowings under the revolving credit

facility is three-month LIBOR plus 220 basis points with no minimum LIBOR floor and an outstanding balance of $21,000,000 as of March 31, 2021.

On March 5, 2021, the FCA announced that (i) 24 LIBOR settings would cease to exist immediately after December 31, 2021 (all seven euro LIBOR settings; all seven Swiss franc LIBOR settings; the Spot Next, 1-week, 2-month, and 12-month Japanese yen LIBOR settings; the overnight, 1-week, 2-month, and 12-month sterling LIBOR settings; and the 1-week and 2-month US dollar LIBOR settings); (ii) the overnight and 12-month US LIBOR settings would cease to exist after June 30, 2023; and (iii) the FCA would consult on whether the remaining nine LIBOR settings should continue to be published on a synthetic basis for a certain period using the FCA’s proposed new powers that the UK government is legislating to grant to them.

The following table shows the estimated annual impact of changes in interest rates (considering interest rate flows for floating rate instruments, excluding our investments in equity and structured subordinated notes) on our interest income, interest expense and net interest income, assuming no changes in our investment portfolio in effect as of March 31, 2021:


LIBOR Basis Point Change	Interest Income		Interest Expense		Net Investment Income
Up 300 basis points	$	801,877	$	630,000	$	171,877
Up 200 basis points	$	485,404	$	420,000	$	65,404
Up 100 basis points	$	168,930	$	210,000	$	(41,070)
Down 100 basis points	$	(17,730)	$	(40,793)	$	23,063

Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

We may also face risk due to the lack of liquidity in the marketplace which could prevent us from raising sufficient funds to adequately invest in a broad pool of assets. We are subject to other financial market risks, including changes in interest rates. However, at this time, with no portfolio investments, this risk is immaterial.

In addition, we may have risk regarding portfolio valuation. See “Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Investments.”

Item 4: Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, 2021, 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. We are continually monitoring and assessing the Wuhan Virus situation to determine any potential impact on the design and operating effectiveness of our internal controls over financial reporting.

Change in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2021, 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 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 material legal proceedings as of March 31, 2021.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed below and the risk factors in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2020, 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.

The Wuhan Virus pandemic has caused severe disruptions in the global economy, which has had, and may continue to have,a negative impact on our portfolio companies and our business and operations.

As of the filing date of this Quarterly Report, there is an outbreak of a highly contagious form of a novel coronavirus (“Wuhan Virus”). The Wuhan Virus has been declared a pandemic by the World Health Organization and, in response to the outbreak, the U.S. Health and Human Services Secretary has declared a public health emergency in the United States. The Wuhan Virus has had a devastating impact on the global economy, including the U.S. economy, and has resulted in a global economic recession.

Many states, including those in which we and our portfolio companies operate, have issued orders requiring the closure of non-essential businesses and/or requiring or encouraging residents to stay at home. The Wuhan Virus pandemic and preventative measures taken to contain or mitigate its spread have caused, and are continuing to cause, business shutdowns, or the re-introduction of business shutdowns, cancellations of and restrictions on events and travel, significant reductions in demand for certain goods and services, reductions in and restrictions on business activity and financial transactions, supply chain interruptions and overall economic and financial market instability both globally and in the United States. Such effects will likely continue for the duration of the pandemic, which is uncertain, and for some period thereafter. While several countries, as well as certain states, counties and cities in the United States, began to relax the early public health restrictions with a view to partially or fully reopening their economies, many cities, both globally and in the United States, have since experienced a surge in the reported number of cases and hospitalizations related to the Wuhan Virus pandemic. This increase in cases has led to the re-introduction of restrictions and business shutdowns in certain states, counties and cities in the United States and globally and

could continue to lead to the re-introduction of such restrictions elsewhere. Additionally, in December 2020, the U.S. Food and Drug Administration authorized vaccines produced by Pfizer-BioNTech and Moderna for emergency use. However, it remains unclear how quickly the vaccines will be distributed nationwide and globally or when “herd immunity” will be achieved and the restrictions that were imposed to slow the spread of the virus will be lifted entirely. The delay in distributing the vaccine could lead people to continue to self-isolate and not participate in the economy at prepandemic levels for a prolonged period of time. Even after the Wuhan Virus pandemic subsides, the U.S. economy and most other major global economies may continue to experience a recession, and our business and operations, as well as the business and operations of our portfolio companies, could be materially adversely affected by a prolonged recession in the United States and other major markets. Potential consequences of the current unprecedented measures taken in response to the spread of Wuhan Virus, and current market disruptions and volatility on our business include, but are not limited to:

•sudden, unexpected and/or severe declines in the market price of our securities or net asset value;

•inability of the Company to accurately or reliably value its portfolio;

•inability of the Company to comply with certain asset coverage ratios that would prevent the Company from paying dividends to our common stockholders and that could result in breaches of covenants or events of default under our credit agreement or debt indentures;

•inability of the Company to pay any dividends and distributions or service its debt;

•inability of the Company to maintain its status as a regulated investment company under the Code;

•potentially severe, sudden and unexpected declines in the value of our investments;

•increased risk of default or bankruptcy by the companies in which we invest;

•increased risk of companies in which we invest being unable to weather an extended cessation of normal economic activity and thereby impairing their ability to continue functioning as a going concern;

•reduced economic demand resulting from changes in consumer behavior, mass employee layoffs or furloughs in response to governmental action taken to slow the spread of Wuhan Virus, which could impact the continued viability of the companies in which we invest;

•companies in which we invest being disproportionally impacted by governmental action aimed at slowing the spread of Wuhan Virus or mitigating its economic effects;

•limited availability of new investment opportunities;

•inability for us to replace our existing leverage when it becomes due or replace it on terms as favorable as our existing leverage;

•a reduction in interest rates, including interest rates based on LIBOR and similar benchmarks, which may adversely impact our ability to lend money at attractive rates; and

•general threats to the Company’s ability to continue investment operations and to operate successfully as a business development company.

The Wuhan Virus pandemic (including the preventative measures taken in response thereto) has to date (i) created significant business disruption issues for certain of our portfolio companies, and (ii) materially and adversely impacted the value and performance of certain of our portfolio companies. The Wuhan Virus pandemic is having a particularly adverse impact on industries in which certain of our portfolio companies operate, including aircraft leasing, energy, hospitality, travel, retail and restaurants. Certain of our portfolio companies in other industries have also been significantly impacted. The Wuhan Virus pandemic is continuing as of the filing date of this Quarterly Report, and its extended duration may have further adverse impacts on our portfolio companies after March 31, 2021, including for the reasons described below. Although on March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which contains provisions intended to mitigate the adverse economic effects of the Wuhan Virus pandemic, it is uncertain whether, or how much, our portfolio companies will be able to benefit from the CARES Act or any other subsequent legislation intended to provide financial relief or assistance. As a result of this disruption and the pressures on their liquidity, certain of our portfolio companies have been, or may continue to be, incentivized to draw on most, if not all, of the unfunded portion of any revolving or delayed draw term loans made by us, subject to availability under the terms of such loans.

The effects described above on our portfolio companies have, for certain of our portfolio companies to date, impacted their ability to make payments on their loans on a timely basis and in some cases have required us to amend certain terms, including payment terms. In addition, an extended duration of the Wuhan Virus pandemic may impact the ability of our portfolio companies to continue making their loan payments on a timely basis or meeting their loan covenants. The inability of portfolio companies to make timely payments or meet loan covenants may in the future require us to undertake similar amendment actions with respect to other of our investments or to restructure our investments. The amendment or restructuring of our investments may include the need for us to make additional investments in our portfolio companies (including debt or equity investments) beyond any existing commitments, exchange debt for equity, or change the payment terms of our investments to permit a portfolio company to pay a portion of its interest through payment-in-kind, which would defer the cash collection of such interest and add it to the principal balance, which would generally be due upon repayment of the outstanding principal.

The impact of the Wuhan Virus pandemic may not yet be fully reflected in the valuation of our investments as our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information that is often from a time period earlier, generally two to three months, than the period for which we are reporting. Additionally, we may not have yet received information or certifications from our portfolio companies that indicate any or the full extent of declining performance or non-compliance with debt covenants, as applicable, as a result of the Wuhan Virus pandemic. As a result, our valuations at March 31, 2021 may not show the complete or continuing impact of the Wuhan Virus pandemic and the resulting measures taken in response thereto. In addition, write downs in the value of our investments have reduced, and any additional write downs may further reduce, our net asset value (and, as a result, our asset coverage calculation). Accordingly, we may continue to incur additional net unrealized losses or may incur realized losses after March 31, 2021, which could have a material adverse effect on our business, financial condition and results of operations.

The volatility and disruption to the global economy from the Wuhan Virus pandemic has affected, and is expected to continue to affect, the pace of our investment activity, which may have a material adverse impact on our results of operations. Such volatility and disruption have also led to the increased credit spreads in the private debt capital markets.

In response to the Wuhan Virus pandemic, Prospect Capital Management L.P. instituted a work from home policy. Although certain employees are currently allowed to return to their offices in certain circumstances, subject to health and safety protocols, it is expected that most employees will continue to work remotely for the foreseeable future. Extended periods of remote working could strain our technology resources and introduce operational risks, including heightened cybersecurity risk. Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the Wuhan Virus pandemic.

Despite actions of the U.S. federal government and foreign governments, the uncertainty surrounding the Wuhan Virus pandemic and other factors has contributed to significant volatility and declines in the global public equity markets and global debt capital markets, including the market price of shares of our common stock and the trading prices of our issued debt securities. Market conditions may make it difficult for us to raise equity capital because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than net asset value without general approval by our stockholders. Moreover, these market conditions may make it difficult to access or obtain new indebtedness with similar terms to our existing indebtedness or otherwise have a negative effect on our cost of capital. See “Risk Factors-Risks Relating to Our Business-Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

It is virtually impossible to determine the ultimate impact of Wuhan Virus at this time. Further, the extent and strength of any economic recovery after the Wuhan Virus pandemic abates, including following any "second wave" or other intensifying of the pandemic, is uncertain and subject to various factors and conditions. Accordingly, an investment in the Company is subject to an elevated degree of risk as compared to other market environments.

Accordingly, an investment in the Company is subject to an elevated degree of risks as compared to other market environments.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In order to satisfy the reinvestment portion of our dividends for the nine months ended March 31, 2021, we issued the following shares of common stock to stockholders of record on the dates noted below as part of our distribution reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended.


Date of Issuance	Record Date	Number of Shares	Purchase Price per Share
July 6, 2020	June 5, 12, 19, and 26, 2020	7,120	$	8.25
August 7, 2020	July 6, 10, 17, 24 and 31, 2020	8,839	$	8.25
September 4, 2020	August 7, 14, 21 and 28, 2020	6,795	$	8.49
October 2, 2020	September 4, 11, 18 and 25, 2020	7,247	$	8.49
November 6, 2020	October 2, 9, 16, 23 and 30, 2020	9,108	$	8.49
December 4, 2020	November 6, 13, 20 and 27, 2020	7,193	$	8.55
January 4, 2021	December 4, 11, 18 and 25, 2020	7,289	$	8.55
February 5, 2021	January 4, 8, 15, 22 and 29, 2021	8,710	$	8.90
March 5, 2021	February 5, 12, 19 and 26, 2021	7,093	$	8.60
April 2, 2021	March 5, 12, 19, and 26, 2021	7,218	$	8.60

On June 9, 2020, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The tender offer was for cash at a price equal to the net offering price per share determined as of July 10, 2020. The offer expired at 4:00 P.M., Eastern Time, on July 8, 2020 and a total of 65,266 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 28,786 shares validly tendered and not withdrawn at a price equal to $8.25 per share for an aggregate purchase price of approximately $237,488.

On September 17, 2020, under our share repurchase program, we made an a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $229,113. The tender offer was for cash at a price equal to the net offering price per share determined as of October 20, 2020. The offer expired at 4:00 P.M., Eastern Time, on October 16, 2020 and a total of 181,137 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 26,986 shares validly tendered and not withdrawn at a price equal to $8.49 per share for an aggregate purchase price of approximately $229,113.

On March 19, 2021, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A common stock we could repurchase with the proceeds we receive from the issuance of shares under our distribution reinvestment plan prior to the expiration of this tender offer. The total proceeds under the distribution reinvestment plan prior to this tender offer was $201,149. The tender offer was for cash at a price equal to the net asset value per share as of April 23, 2021. The offer expired at 4:00 P.M., Eastern Time, on April 21, 2021 and a total of 206,569 shares were validly tendered and not withdrawn pursuant to the offer. In accordance with the terms of the offer, the Company purchased 23,665 shares validly tendered and not withdrawn at a price equal to $8.50 per share for an aggregate purchase price of approximately $201,149.

Item 3. Default Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated into this report by reference to exhibits previously filed with the SEC (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit No. Description

3.1 Fourth Amended Articles of Incorporation(1)

3.2 Articles Supplementary(2)

3.3 Articles Supplementary(3)

3.4 Articles of Merger of the Registrant(4)

3.5 Articles of Amendment(5)

3.6 Second Amended and Restated Bylaws(6)

10.1 Investment Advisory A greement , and between Prospect Flexible Income Fund, Inc. and Pr ospect Capital Management

L.P.(7)

10.2 Expense Limi tation Agreement, and between Prospect Flexible Income Fund, Inc. and Prospect Capital Management

L.P.(8 )

31.1 Certification by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

31.2 Certification by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

________________________

* Filed herewith.

(1)Incorporated by reference to Exhibit 2(a) to the Post-Effective Amendment No. 7 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-174873) filed with the SEC on November 1, 2013.

(2)Incorporated by reference to Exhibit 2(a)(1) to the Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-206730) filed with the SEC on March 3, 2016.

(3)Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 23, 2019.

(4)Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 1, 2019.

(5)Incorporated by reference to Exhibit 2(a)(4) to the Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-230251) filed with the SEC on August 8, 2020.

(6)Incorporated by reference to Exhibit 2(b)(1) to the Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (SEC File No. 333-230251) filed with the SEC on August 8, 2020.

(7)Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on April 21, 2021.

(8)Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on April 21, 2021.

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 May 10, 2021.

PROSPECT FLEXIBLE INCOME FUND, INC.

By: /s/ M. Grier Eliasek

M. Grier Eliasek

Chief Executive Officer

(Principal Executive Officer)

By: /s/ Kristin Van Dask

Kristin Van Dask

Chief Financial Officer

(Principal Accounting and Financial Officer)

Prospect Flexible Income Fund, Inc. - FORM 10-Q - May 10, 2021

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Prospect Flexible Income Fund, Inc. Reports