UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2005
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 814-00237
GLADSTONE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND |
|
54-2040781 |
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VIRGINIA 22102
(Address of principal executive office)
(703) 287-5800
(Registrants telephone number, including area code)
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 and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12 b-2 of the Exchange Act).
Yes ý No o.
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. The number of shares of the issuers Common Stock, $0.001 par value, outstanding as of May 3, 2005 was 11,298,510.
GLADSTONE CAPITAL CORPORATION
TABLE OF CONTENTS
GLADSTONE CAPITAL CORPORATION
(Unaudited)
|
|
March 31, |
|
September 30, |
|
||
|
|
|
|
|
|
||
ASSETS |
|
|
|
|
|
||
Investments at fair value (Cost 3/31/2005: $181,100,807; 9/30/2004: $149,189,306) |
|
$ |
178,448,617 |
|
$ |
146,446,240 |
|
Cash and cash equivalents |
|
19,174,183 |
|
15,969,890 |
|
||
Cash and cash equivalents pledged to creditors |
|
|
|
49,984,950 |
|
||
Interest receivable investments in debt securities |
|
1,115,302 |
|
837,336 |
|
||
Interest receivable employees |
|
107,187 |
|
112,960 |
|
||
Due from custodian |
|
14,472,037 |
|
1,203,079 |
|
||
Due from affiliate |
|
|
|
109,639 |
|
||
Deferred financing costs |
|
166,912 |
|
350,737 |
|
||
Prepaid assets |
|
155,540 |
|
191,676 |
|
||
Other assets |
|
114,220 |
|
127,220 |
|
||
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
213,753,998 |
|
$ |
215,333,727 |
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
||
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
||
Accounts payable |
|
$ |
155,872 |
|
$ |
105,921 |
|
Fees due to affiliate |
|
167,243 |
|
113,511 |
|
||
Borrowings under lines of credit |
|
59,100,000 |
|
40,743,547 |
|
||
Accrued expenses and deferred liabilities |
|
189,573 |
|
798,096 |
|
||
Repurchase agreement |
|
|
|
21,345,997 |
|
||
|
|
|
|
|
|
||
Total Liabilities |
|
$ |
59,612,688 |
|
$ |
63,107,072 |
|
|
|
|
|
|
|
||
STOCKHOLDERS EQUITY |
|
|
|
|
|
||
Common stock, $0.001 par value, 50,000,000 shares authorized and 11,298,510 and 11,278,510 shares issued and outstanding, respectively |
|
$ |
11,299 |
|
$ |
11,279 |
|
Capital in excess of par value |
|
164,498,128 |
|
164,294,781 |
|
||
Notes receivable for sale of stock to employees |
|
(8,816,389 |
) |
(9,432,678 |
) |
||
Net unrealized depreciation on investments |
|
(2,652,189 |
) |
(2,743,066 |
) |
||
Unrealized depreciation on derivative |
|
(223,222 |
) |
(214,259 |
) |
||
Distributions less than net investment income |
|
1,323,683 |
|
310,598 |
|
||
|
|
|
|
|
|
||
Total Stockholders Equity |
|
$ |
154,141,310 |
|
$ |
152,226,655 |
|
|
|
|
|
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
213,753,998 |
|
$ |
215,333,727 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
2
GLADSTONE CAPITAL CORPORATION
AS OF MARCH 31, 2005
(UNAUDITED)
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Advanced Homecare Management, Inc. |
|
Home health nursing services |
|
Senior Subordinated Term Debt (7) |
|
$ |
7,500,000 |
|
$ |
7,509,375 |
|
|
|
|
|
|
|
|
|
|
|
||
Allied Extruders, Inc. |
|
Polyethylene film manufacturer |
|
Senior Term Debt (3) |
|
4,000,000 |
|
4,005,000 |
|
||
|
|
|
|
|
|
|
|
|
|
||
ARI Holdings, Inc. |
|
Manufacturing-auto parts |
|
Senior Term Debt (8) |
|
3,920,000 |
|
3,920,000 |
|
||
|
|
|
|
(9.8%, Due 2/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Badanco Acquisition Corp. |
|
Manufacturing-luggage |
|
Senior Term Debt (8) |
|
7,350,000 |
|
7,350,000 |
|
||
|
|
|
|
(8.2%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (8) |
|
8,650,000 |
|
8,650,000 |
|
||
|
|
|
|
(11.8%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Benetech, Inc. |
|
Dust management systems for the coal and electric |
|
Senior Term Debt (6) |
|
3,006,250 |
|
3,021,281 |
|
||
|
|
utility industries |
|
Senior Term Debt (3) (6) |
|
3,250,000 |
|
3,282,500 |
|
||
|
|
|
|
(11.5%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Consolidated Bedding, Inc. |
|
Manufacturing-mattresses |
|
Senior Subordinated Term Debt (8) |
|
3,001,835 |
|
3,001,835 |
|
||
|
|
|
|
(12.0%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Coyne International Enterprises |
|
Industrial services |
|
Senior Term Debt (3) (5) (6) |
|
8,517,337 |
|
8,474,750 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Finn Corporation |
|
Manufacturing-landscape equipment |
|
Senior Subordinated Term Debt (6) |
|
10,500,000 |
|
7,402,500 |
|
||
|
|
|
|
Common Stock Warrants |
|
37,000 |
|
599,176 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Gammill, Inc. |
|
Designer and assembler of quilting machines and |
|
Senior Term Debt (6) |
|
3,962,292 |
|
3,962,292 |
|
||
|
|
accessories |
|
Senior Term Debt (3) (6) |
|
4,720,313 |
|
4,690,811 |
|
||
|
|
|
|
(12.0%, Due 12/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Global Materials |
|
Manufacturing-steel wool |
|
Senior Term Debt (3) (6) |
|
5,500,000 |
|
5,513,750 |
|
||
Technologies, Inc. |
|
products and metal fibers |
|
(13.0%, Due 11/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
John Henry Holdings, Inc. |
|
Manufacturing-packaging products |
|
Senior Subordinated Term Debt (7) |
|
5,473,565 |
|
5,418,829 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Maidenform, Inc. |
|
Intimate apparel |
|
Senior Subordinated Term Debt (6) |
|
10,003,304 |
|
10,150,000 |
|
||
|
|
|
|
(10.2%, Due 5/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Marcal Paper Mills, Inc. |
|
Manufacturing-paper products |
|
Senior Subordinated Term Debt (6) |
|
6,625,000 |
|
6,376,563 |
|
||
|
|
|
|
First Mortgage Loan (5) |
|
9,301,053 |
|
9,301,053 |
|
||
|
|
|
|
(16%, PIK 1%, Due 12/2006) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
MedAssets, Inc. |
|
Pharmaceuticals and healthcare GPO |
|
Senior Term Debt (6) |
|
1,391,451 |
|
1,393,160 |
|
||
|
|
|
|
Senior Subordinated Term Debt (6) |
|
6,502,813 |
|
6,573,125 |
|
||
|
|
|
|
(12.9%, Due 3/2008) |
|
|
|
|
|
||
3
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Mistras Holdings Corp. |
|
Nondestructive testing |
|
Senior Term Debt (3) (6) |
|
9,666,666 |
|
9,497,499 |
|
||
|
|
instruments, systems |
|
(10.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
and services |
|
Senior Term Debt (3) (6) |
|
4,833,334 |
|
4,742,709 |
|
||
|
|
|
|
(12.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3) (6) |
|
1,000,000 |
|
986,750 |
|
||
|
|
|
|
(13.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Polar Corporation |
|
Manufacturing-trailer parts |
|
Senior Subordinated Term Debt (6) |
|
5,556,627 |
|
5,639,976 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Regency Gas Services LLC |
|
Midstream gas gathering and processing |
|
Senior Subordinated Term Debt (7) |
|
3,023,453 |
|
3,075,000 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Santana Plastics |
|
Manufacturing-polyethylene bathroom |
|
Senior Term Debt (6) |
|
6,000,000 |
|
6,007,500 |
|
||
|
|
partitions |
|
Senior Term Debt (6) |
|
1,950,000 |
|
1,952,438 |
|
||
|
|
|
|
(13.0%, Due 11/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
SCPH Holdings, Inc. |
|
Manufacturing-underwater |
|
Credit Facility (9) |
|
|
|
|
|
||
Sea Con Phoenix, Inc. |
|
and harsh environment |
|
(8.0%, Due 3/2006) |
|
|
|
|
|
||
Phoenix Optix, Inc. |
|
components |
|
Senior Term Debt (8) |
|
3,412,500 |
|
3,412,500 |
|
||
|
|
|
|
(8.5%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (8) |
|
3,000,000 |
|
3,000,000 |
|
||
|
|
|
|
(12.0%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Tech Lighting LLC |
|
Manufacturing-low voltage lighting systems |
|
Senior Subordinated Term Debt (6) |
|
9,013,681 |
|
9,033,750 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Woven Electronics Corporation |
|
Custom electrical cable assemblies |
|
Senior Term Debt (3) (6) |
|
2,474,000 |
|
2,486,370 |
|
||
|
|
|
|
Senior Term Debt (4) (6) |
|
11,958,333 |
|
12,018,125 |
|
||
|
|
|
|
(11.5%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Xspedius Communications |
|
Service- |
|
Senior Subordinated Term Debt (8) |
|
6,000,000 |
|
6,000,000 |
|
||
LLC |
|
telecommunications |
|
(9.6%, Due 3/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Total: |
|
|
|
|
|
$ |
181,100,807 |
|
$ |
178,448,617 |
|
(1) We do not Control, and are not an Affiliate of, any of our portfolio companies, each as defined in the Investment Company Act of 1940, as amended (the 1940 Act). In general, under the 1940 Act, we would 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.
(2) Percentage represents interest rates in effect at March 31, 2005 and due date represents the contractual maturity date.
(3) Last Out Tranche of senior debt, meaning if the company is liquidated then the holder of the Last Out Tranche is paid after the senior debt.
(4) Last Out Tranche of senior debt, meaning if the company is liquidated then the holder of the Last Out Tranche is paid after the senior debt, however the debt is junior to another Last Out Tranche.
(5) Has some paid in kind (PIK) interest. Refer to Note 7 Payment in Kind Interest hereto and Note 2 Summary of Significant Accounting Policies of the Companys Form 10-K for the fiscal year ended September 30, 2004.
(6) Fair value was based on valuation prepared and provided by Standard & Poors Loan Evaluation Services.
(7) Marketable securities are valued based on the bid price, as of March 31, 2005, from the respective originating syndication agents trading desk.
(8) Investment was valued at cost due to recent acquisition.
(9) Availability under the credit facility totals $500,000. There were no borrowings outstanding at March 31, 2005.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
4
GLADSTONE CAPITAL CORPORATION
SCHEDULE OF INVESTMENTS
AS OF SEPTEMBER 30, 2004
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
A and G, Inc. |
|
Activewear products |
|
Senior Term Debt (3) (6) |
|
$ |
12,250,000 |
|
$ |
12,250,000 |
|
(d/b/a Alstyle) |
|
|
|
(11.0%, Due 6/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Allied Extruders, Inc. |
|
Polyethylene film manufacturer |
|
Senior Term Debt (3) |
|
4,000,000 |
|
4,000,000 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Americas Water Heater Rentals |
|
Household appliances rental |
|
Senior Term Debt (4) (6) (8) |
|
12,000,000 |
|
12,840,000 |
|
||
|
|
|
|
|
|
|
|
|
|
||
ARI Holdings, Inc. |
|
Manufacturing-auto parts |
|
Senior Term Debt (6) |
|
1,190,141 |
|
1,188,653 |
|
||
|
|
|
|
(9.75%, Due 6/2008) |
|
|
|
|
|
||
|
|
|
|
Senior Subordinated Term Debt (5) (6) |
|
3,657,164 |
|
3,634,306 |
|
||
|
|
|
|
(11%, PIK 4%, Due 12/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Bear Creek Corporation |
|
Premium horticultural and food products |
|
Senior Subordinated Term Debt (7) (9.1%, Due 6/2010) |
|
6,000,000 |
|
6,090,000 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Benetech, Inc. |
|
Dust management systems for the coal and electric |
|
Senior Term Debt (6) |
|
3,168,750 |
|
3,160,828 |
|
||
|
|
utility industries |
|
Senior Term Debt (3) (6) |
|
3,250,000 |
|
3,241,875 |
|
||
|
|
|
|
(11.5%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Burts Bees, Inc. |
|
Personal & household products |
|
Senior Term Debt (7) |
|
975,000 |
|
987,188 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Coyne International Enterprises |
|
Industrial services |
|
Senior Term Debt (3) (5) (6)(13.0%, PIK 2%, Due 7/2007) |
|
15,700,625 |
|
15,308,110 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Finn Corporation |
|
Manufacturing-landscape equipment |
|
Senior Subordinated Term Debt (6) |
|
10,500,000 |
|
7,612,500 |
|
||
|
|
|
|
Common Stock Warrants |
|
37,000 |
|
474,984 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Gammill, Inc. |
|
Designer and assembler of quilting machines and |
|
Senior Term Debt (6) |
|
4,708,013 |
|
4,731,553 |
|
||
|
|
accessories |
|
Senior Term Debt (3) (6) |
|
4,750,000 |
|
4,767,813 |
|
||
|
|
|
|
(12.0%, Due 12/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Inca Metal Products Corporation |
|
Material handling and storage products |
|
Senior Term Debt (3) (6) |
|
2,387,548 |
|
2,136,855 |
|
||
Kingway Acquisition, Inc. |
|
|
|
|
|
|
|
|
|
||
Clymer Acquisition, Inc. |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Maidenform, Inc. |
|
Intimate apparel |
|
Senior Subordinated Term Debt (7) |
|
10,003,571 |
|
10,175,000 |
|
||
|
|
|
|
(9.4%, Due 5/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Marcal Paper Mills, Inc. |
|
Manufacturing-paper products |
|
Senior Subordinated Term Debt (6) |
|
6,800,000 |
|
6,188,000 |
|
||
|
|
|
|
First Mortgage Loan (5) |
|
9,254,715 |
|
9,254,715 |
|
||
|
|
|
|
(16%, Due 12/2006) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
MedAssets, Inc. |
|
Pharmaceuticals and healthcare GPO |
|
Senior Term Debt (7) |
|
1,815,497 |
|
1,806,887 |
|
||
|
|
|
|
Senior Subordinated Term Debt (7) |
|
6,503,282 |
|
6,500,000 |
|
||
|
|
|
|
(11.2%, Due 3/2008) |
|
|
|
|
|
||
5
Mistras Holdings Corp. |
|
Nondestructive testing |
|
Senior Term Debt (3) (6) |
|
9,833,333 |
|
9,759,583 |
|
||
|
|
instruments, systems |
|
(10.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
and services |
|
Senior Term Debt (3) (6) |
|
4,916,667 |
|
4,867,500 |
|
||
|
|
|
|
(12.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3) (6) |
|
1,000,000 |
|
1,000,000 |
|
||
|
|
|
|
(13.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Woven Electronics Corporation |
|
Custom electrical cable assemblies |
|
Senior Term Debt (3) (6) |
|
2,488,000 |
|
2,484,890 |
|
||
|
|
|
|
Senior Term Debt (4) (6) |
|
12,000,000 |
|
11,985,000 |
|
||
|
|
|
|
(11.5%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Total: |
|
|
|
|
|
$ |
149,189,306 |
|
$ |
146,446,240 |
|
(1) We do not Control, and are not an Affiliate of, any of our portfolio companies, each as defined in the Investment Company Act of 1940, as amended (the 1940 Act). In general, under the 1940 Act, we would 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.
(2) Percentage represents interest rates in effect at September 30, 2004 and due date represents the contractual maturity date.
(3) Last Out Tranche of senior debt, meaning if the company is liquidated then the holder of the Last Out Tranche is paid after the senior debt.
(4) Last Out Tranche of senior debt, meaning if the company is liquidated then the holder of the Last Out Tranche is paid after the senior debt, however the debt is junior to another Last Out Tranche.
(5) Has some paid in kind (PIK) interest. Refer to Note 7 Payment in Kind Interest hereto and Note 2 Summary of Significant Accounting Policies of the Companys Form 10-K for the fiscal year ended September 30, 2004.
(6) Fair value was based on valuation prepared and provided by Standard & Poors Loan Evaluation Services.
(7) Marketable securities are valued based on the bid price, as of September 30, 2004, from the respective originating syndication agents trading desk.
(8) Includes a success fee with a fair value of $660,000 and no cost basis.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
6
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
March 31, |
|
||
INVESTMENT INCOME |
|
|
|
|
|
||
Interest income investments |
|
$ |
5,198,180 |
|
$ |
3,878,817 |
|
Interest income cash and cash equivalents |
|
5,130 |
|
17,334 |
|
||
Interest income notes receivable from employees |
|
113,599 |
|
109,538 |
|
||
Fee income (Refer to Note 12) |
|
|
|
356,231 |
|
||
Other income |
|
569,620 |
|
6,000 |
|
||
Total investment income |
|
5,886,529 |
|
4,367,920 |
|
||
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
||
Loan servicing (Refer to Note 10) |
|
585,542 |
|
|
|
||
Management fee (Refer to Notes 10 and 13) |
|
390,007 |
|
|
|
||
Professional fees |
|
156,383 |
|
271,075 |
|
||
Amortization of deferred financing costs |
|
91,912 |
|
69,881 |
|
||
Interest |
|
439,521 |
|
101,952 |
|
||
Stockholder related costs |
|
104,541 |
|
67,320 |
|
||
Directors fees |
|
24,000 |
|
32,877 |
|
||
Insurance |
|
43,890 |
|
63,274 |
|
||
Salaries and benefits |
|
|
|
419,769 |
|
||
Rent |
|
|
|
33,964 |
|
||
General and administrative |
|
69,475 |
|
181,183 |
|
||
Expenses before credit from Gladstone Management |
|
1,905,271 |
|
1,241,295 |
|
||
Credit to management fee for fees collected by Gladstone Management (Refer to Note 13) |
|
(450,000 |
) |
|
|
||
Total expenses net of credit to management fee |
|
1,455,271 |
|
1,241,295 |
|
||
|
|
|
|
|
|
||
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
4,431,258 |
|
3,126,625 |
|
||
Income tax expense |
|
|
|
|
|
||
NET INVESTMENT INCOME |
|
4,431,258 |
|
3,126,625 |
|
||
|
|
|
|
|
|
||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
|
|
|
|
|
||
Realized gain on sale of investment |
|
20,000 |
|
12,500 |
|
||
Unrealized appreciation (depreciation) on derivative |
|
15,848 |
|
(5,067 |
) |
||
Net unrealized depreciation on investments |
|
(191,728 |
) |
(305,475 |
) |
||
Net realized and unrealized loss on investments |
|
(155,880 |
) |
(298,042 |
) |
||
|
|
|
|
|
|
||
NET INCREASE IN STOCKHOLDERS EQUITY RESULTING FROM OPERATIONS |
|
$ |
4,275,378 |
|
$ |
2,828,583 |
|
|
|
|
|
|
|
||
NET INCREASE IN STOCKHOLDERS EQUITY RESULTING FROM OPERATIONS PER COMMON SHARE: |
|
|
|
|
|
||
Basic |
|
$ |
0.38 |
|
$ |
0.28 |
|
Diluted |
|
$ |
0.37 |
|
$ |
0.27 |
|
|
|
|
|
|
|
||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: |
|
|
|
|
|
||
Basic |
|
11,288,833 |
|
10,087,615 |
|
||
Diluted |
|
11,620,603 |
|
10,375,281 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
7
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
|
|
Six Months Ended |
|
||||
|
|
March 31, |
|
March 31, |
|
||
INVESTMENT INCOME |
|
|
|
|
|
||
Interest income investments |
|
$ |
10,905,523 |
|
$ |
7,418,513 |
|
Interest income cash and cash equivalents |
|
21,470 |
|
65,955 |
|
||
Interest income notes receivable from employees |
|
228,317 |
|
218,170 |
|
||
Fee income (Refer to Note 12) |
|
|
|
611,231 |
|
||
Other income |
|
809,620 |
|
22,000 |
|
||
Total investment income |
|
11,964,930 |
|
8,335,869 |
|
||
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
||
Loan servicing (Refer to Note 10) |
|
1,116,494 |
|
|
|
||
Management fee (Refer to Notes 10 and 13) |
|
717,309 |
|
|
|
||
Professional fees |
|
395,105 |
|
423,846 |
|
||
Amortization of deferred financing costs |
|
183,824 |
|
153,432 |
|
||
Interest |
|
611,251 |
|
180,152 |
|
||
Stockholder related costs |
|
176,310 |
|
119,980 |
|
||
Directors fees |
|
51,000 |
|
57,210 |
|
||
Insurance |
|
90,162 |
|
137,285 |
|
||
Salaries and benefits |
|
|
|
810,476 |
|
||
Rent |
|
|
|
71,724 |
|
||
General and administrative |
|
112,635 |
|
316,503 |
|
||
Expenses before credit from Gladstone Management |
|
3,454,090 |
|
2,270,608 |
|
||
Credit to management fee for fees collected by Gladstone Management (Refer to Note 13) |
|
(736,500 |
) |
|
|
||
Total expenses net of credit to management fee |
|
2,717,590 |
|
2,270,608 |
|
||
|
|
|
|
|
|
||
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
9,247,340 |
|
6,065,261 |
|
||
Income tax expense |
|
138,678 |
|
|
|
||
NET INVESTMENT INCOME |
|
9,108,662 |
|
6,065,261 |
|
||
|
|
|
|
|
|
||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
|
|
|
|
|
||
Realized gain on sale of investment |
|
29,750 |
|
12,500 |
|
||
Unrealized depreciation on derivative |
|
(8,963 |
) |
(5,067 |
) |
||
Net unrealized appreciation (depreciation) on investments |
|
90,877 |
|
(1,863,037 |
) |
||
Net realized and unrealized gain (loss) on investments |
|
111,664 |
|
(1,855,604 |
) |
||
|
|
|
|
|
|
||
NET INCREASE IN STOCKHOLDERS EQUITY RESULTING FROM OPERATIONS |
|
$ |
9,220,326 |
|
$ |
4,209,657 |
|
|
|
|
|
|
|
||
NET INCREASE IN STOCKHOLDERS EQUITY RESULTING FROM OPERATIONS PER COMMON SHARE: |
|
|
|
|
|
||
Basic |
|
$ |
0.82 |
|
$ |
0.42 |
|
Diluted |
|
$ |
0.79 |
|
$ |
0.41 |
|
|
|
|
|
|
|
||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: |
|
|
|
|
|
||
Basic |
|
11,283,671 |
|
10,084,729 |
|
||
Diluted |
|
11,614,219 |
|
10,354,405 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
8
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
Distributions |
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
Notes |
|
Less Than/(in |
|
Realized |
|
Unrealized |
|
Unrealized |
|
|
|
||||||||
|
|
|
|
|
|
Capital in |
|
Receivable |
|
Excess of) Net |
|
Gain on |
|
Appreciation/ |
|
Appreciation/ |
|
Total |
|
||||||||
|
|
Common Stock |
|
Excess of |
|
From Sale of |
|
Investment |
|
Sale of |
|
(Depreciation) |
|
(Depreciation) |
|
Stockholders |
|
||||||||||
|
|
Shares |
|
Amount |
|
Par Value |
|
Common Stock |
|
Income |
|
Investment |
|
of Investments |
|
of Derivatives |
|
Equity |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2003 |
|
10,081,844 |
|
$ |
10,082 |
|
$ |
140,416,674 |
|
$ |
(8,985,940 |
) |
$ |
(416,094 |
) |
$ |
|
|
$ |
(222,340 |
) |
$ |
|
|
$ |
130,802,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Issuance of Common Stock under Stock option Plan |
|
23,334 |
|
23 |
|
349,987 |
|
(350,010 |
) |
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repayment of Principal on Notes Receivable |
|
|
|
|
|
|
|
103,252 |
|
|
|
|
|
|
|
|
|
103,252 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shelf Offering Costs |
|
|
|
|
|
(43,598 |
) |
|
|
|
|
|
|
|
|
|
|
(43,598 |
) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Increase in Stockholders Equity Resulting from Operations |
|
|
|
|
|
|
|
|
|
6,065,261 |
|
12,500 |
|
(1,863,037 |
) |
(5,067 |
) |
4,209,657 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions Declared ($0.66 per common share) |
|
|
|
|
|
|
|
|
|
(6,656,584 |
) |
|
|
|
|
|
|
(6,656,584 |
) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, 2004 |
|
10,105,178 |
|
$ |
10,105 |
|
$ |
140,723,063 |
|
$ |
(9,232,698 |
) |
$ |
(1,007,417 |
) |
$ |
12,500 |
|
$ |
(2,085,377 |
) |
$ |
(5,067 |
) |
$ |
128,415,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2004 |
|
11,278,510 |
|
$ |
11,279 |
|
$ |
164,294,781 |
|
$ |
(9,432,678 |
) |
$ |
298,098 |
|
$ |
12,500 |
|
$ |
(2,743,066 |
) |
$ |
(214,259 |
) |
$ |
152,226,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Issuance of Common Stock under Stock Option Plan |
|
20,000 |
|
20 |
|
314,580 |
|
(157,100 |
) |
|
|
|
|
|
|
|
|
157,500 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Repayment of Principal on Notes Receivable |
|
|
|
|
|
|
|
773,389 |
|
|
|
|
|
|
|
|
|
773,389 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shelf Offering Costs |
|
|
|
|
|
(111,233 |
) |
|
|
|
|
|
|
|
|
|
|
(111,233 |
) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Increase in Stockholders Equity Resulting from Operations |
|
|
|
|
|
|
|
|
|
9,108,662 |
|
29,750 |
|
90,877 |
|
(8,963 |
) |
9,220,326 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Distributions Declared ($0.72 per common share) |
|
|
|
|
|
|
|
|
|
(8,125,327 |
) |
|
|
|
|
|
|
(8,125,327 |
) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, 2005 |
|
11,298,510 |
|
$ |
11,299 |
|
$ |
164,498,128 |
|
$ |
(8,816,389 |
) |
$ |
1,281,433 |
|
$ |
42,250 |
|
$ |
(2,652,189 |
) |
$ |
(223,222 |
) |
$ |
154,141,310 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
9
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
|
|
Six Months Ended |
|
||||
|
|
March 31, |
|
March 31, |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
||
|
|
|
|
|
|
||
Net increase in stockholders equity resulting from operations |
|
$ |
9,220,326 |
|
$ |
4,209,657 |
|
Adjustments to reconcile net increase in stockholders equity resulting from operations to net cash provided by operating activities: |
|
|
|
|
|
||
Depreciation |
|
|
|
14,438 |
|
||
Net amortization of premiums and discounts |
|
(8,267 |
) |
|
|
||
Amortization of deferred financing costs |
|
183,824 |
|
117,328 |
|
||
Unrealized depreciation on derivative |
|
8,963 |
|
5,067 |
|
||
Change in net unrealized (appreciation) depreciation |
|
(90,877 |
) |
1,863,037 |
|
||
Increase in interest receivable |
|
(272,193 |
) |
(228,868 |
) |
||
(Increase) decrease in funds due from custodian |
|
(13,268,958 |
) |
982,000 |
|
||
Decrease in prepaid assets |
|
36,136 |
|
27,949 |
|
||
Decrease (increase) in due from affiliate |
|
109,639 |
|
(426,267 |
) |
||
Decrease (increase) in other assets |
|
4,038 |
|
(329,717 |
) |
||
Increase in accounts payable |
|
49,951 |
|
63,548 |
|
||
(Decrease) increase in accrued expenses and deferred liabilities |
|
(608,523 |
) |
219,141 |
|
||
Increase in fees due to affiliate |
|
53,732 |
|
|
|
||
Increase in investment balance due to payment in kind interest |
|
(275,483 |
) |
(275,316 |
) |
||
Net cash (used in) provided by operating activities |
|
(4,857,692 |
) |
6,241,997 |
|
||
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
||
|
|
|
|
|
|
||
Purchase of investments |
|
(91,463,375 |
) |
(36,000,000 |
) |
||
Principal repayments on investments |
|
59,835,625 |
|
5,178,541 |
|
||
Proceeds from repurchase agreements |
|
|
|
186,206,000 |
|
||
Repayment of repurchase agreements |
|
(21,345,997 |
) |
(171,550,000 |
) |
||
Receipt of principal on notes receivable - employees |
|
773,389 |
|
103,252 |
|
||
Purchase of furniture & equipment |
|
|
|
(4,558 |
) |
||
Net cash used in investing activities |
|
(52,200,358 |
) |
(16,066,765 |
) |
||
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
||
|
|
|
|
|
|
||
Borrowings from the lines of credit |
|
100,400,000 |
|
20,500,000 |
|
||
Repayments on the lines of credit |
|
(82,043,547 |
) |
|
|
||
Distributions paid |
|
(8,125,327 |
) |
(9,983,593 |
) |
||
Shelf offering costs |
|
(111,233 |
) |
(43,598 |
) |
||
Exercise of stock options |
|
157,500 |
|
|
|
||
Net cash provided by financing activities |
|
10,277,393 |
|
10,472,809 |
|
||
|
|
|
|
|
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1) |
|
(46,780,657 |
) |
648,041 |
|
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
65,954,840 |
|
101,166,221 |
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
19,174,183 |
|
$ |
101,814,262 |
|
|
|
|
|
|
|
||
CASH PAID DURING PERIOD FOR INTEREST |
|
$ |
417,143 |
|
$ |
|
|
CASH PAID DURING PERIOD FOR INCOME TAXES |
|
$ |
138,678 |
|
$ |
|
|
NON-CASH FINANCING ACTIVITIES |
|
|
|
|
|
||
Notes receivable issued in exchange for common stock associated with the exercise of employee stock options |
|
$ |
157,100 |
|
$ |
350,010 |
|
(1) Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less when purchased.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
10
GLADSTONE CAPITAL CORPORATION
(UNAUDITED)
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
March 31, |
|
||
|
|
|
|
|
|
||
Per Share Data (1) |
|
|
|
|
|
||
Net asset value at beginning of period |
|
$ |
13.58 |
|
$ |
12.79 |
|
Income from investment operations: |
|
|
|
|
|
||
Net investment income (2) |
|
0.39 |
|
0.31 |
|
||
Realized gain on sale of investment (2) |
|
|
|
|
|
||
Net unrealized gain/(loss) on investments (2) |
|
(0.02 |
) |
(0.03 |
) |
||
Net unrealized (loss) on derivatives (2) |
|
|
|
|
|
||
Total from investment operations |
|
0.37 |
|
0.28 |
|
||
Less distributions: |
|
|
|
|
|
||
Distributions from net investment income |
|
(0.36 |
) |
(0.33 |
) |
||
Total distributions |
|
(0.36 |
) |
(0.33 |
) |
||
Issuance of common stock under stock option plan |
|
0.01 |
|
(0.03 |
) |
||
Repayment of principal on notes receivable |
|
0.06 |
|
|
|
||
Dilutive effect of share issuance |
|
(0.02 |
) |
|
|
||
Net asset value at end of period |
|
$ |
13.64 |
|
$ |
12.71 |
|
|
|
|
|
|
|
||
Per share market value at beginning of period |
|
$ |
23.70 |
|
$ |
22.35 |
|
Per share market value at end of period |
|
21.22 |
|
22.41 |
|
||
Total Return (3)(4) |
|
-9.07 |
% |
1.76 |
% |
||
Shares outstanding at end of period |
|
11,298,510 |
|
10,105,178 |
|
||
|
|
|
|
|
|
||
Ratios/Supplemental Data |
|
|
|
|
|
||
Net assets at end of period |
|
$ |
154,141,310 |
|
$ |
128,415,109 |
|
Average net assets |
|
$ |
152,288,314 |
|
$ |
127,521,641 |
|
Ratio of expenses to average net assets-annualized (5) |
|
5.00 |
% |
3.87 |
% |
||
Ratio of net expenses to average net assets-annualized (6) |
|
3.82 |
% |
3.87 |
% |
||
Ratio of net investment income to average net assets-annualized |
|
11.64 |
% |
9.68 |
% |
(1) Basic per share data.
(2) Based on weighted average basic per share data.
(3) Total return equals the increase of the ending market value over the beginning market value plus monthly dividends divided by the monthly beginning market value, assuming monthly dividend reinvestment.
(4) Amounts were not annualized.
(5) Ratio of expenses to average net assets is computed using expenses before credit from Gladstone Management and income tax expense.
(6) Ratio of net expenses to average net assets is computed using total expenses net of credits to management fee and income tax expense.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
11
|
|
Six Months |
|
Six Months |
|
||
|
|
|
|
|
|
||
Per Share Data (1) |
|
|
|
|
|
||
Net asset value at beginning of period |
|
$ |
13.50 |
|
$ |
12.97 |
|
Income from investment operations: |
|
|
|
|
|
||
Net investment income (2) |
|
0.81 |
|
0.60 |
|
||
Realized gain on sale of investment (2) |
|
|
|
|
|
||
Net unrealized gain/(loss) on investments (2) |
|
0.01 |
|
(0.18 |
) |
||
Net unrealized (loss) on derivatives (2) |
|
|
|
|
|
||
Total from investment operations |
|
0.82 |
|
0.42 |
|
||
Less distributions: |
|
|
|
|
|
||
Distributions from net investment income |
|
(0.72 |
) |
(0.66 |
) |
||
Total distributions |
|
(0.72 |
) |
(0.66 |
) |
||
Offering costs |
|
(0.01 |
) |
|
|
||
Issuance of common stock under stock option plan |
|
0.01 |
|
(0.03 |
) |
||
Repayment of principal on notes receivable |
|
0.07 |
|
0.01 |
|
||
Dilutive effect of share issuance |
|
(0.03 |
) |
|
|
||
Net asset value at end of period |
|
$ |
13.64 |
|
$ |
12.71 |
|
|
|
|
|
|
|
||
Per share market value at beginning of period |
|
$ |
22.71 |
|
$ |
19.45 |
|
Per share market value at end of period |
|
21.22 |
|
22.41 |
|
||
Total Return (3)(4) |
|
-3.66 |
% |
18.76 |
% |
||
Shares outstanding at end of period |
|
11,298,510 |
|
10,105,178 |
|
||
|
|
|
|
|
|
||
Ratios/Supplemental Data |
|
|
|
|
|
||
Net assets at end of period |
|
$ |
154,141,310 |
|
$ |
128,415,109 |
|
Average net assets |
|
$ |
151,859,115 |
|
$ |
128,261,840 |
|
Ratio of expenses to average net assets-annualized (5) |
|
4.73 |
% |
3.55 |
% |
||
Ratio of net expenses to average net assets-annualized (6) |
|
3.76 |
% |
3.55 |
% |
||
Ratio of net investment income to average net assets-annualized |
|
12.00 |
% |
9.45 |
% |
(1) Basic per share data.
(2) Based on weighted average basic per share data.
(3) Total return equals the increase of the ending market value over the beginning market value plus monthly dividends divided by the monthly beginning market value, assuming monthly dividend reinvestment.
(4) Amounts were not annualized.
(5) Ratio of expenses to average net assets is computed using expenses before credit from Gladstone Management and income tax expense.
(6) Ratio of net expenses to average net assets is computed using total expenses net of credits to management fee and income tax expense.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
12
GLADSTONE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2005
(UNAUDITED)
NOTE 1. ORGANIZATION
Gladstone Capital Corporation (the Company) was incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001 as a closed-end investment company. The Company has elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940, as amended (the 1940 Act). In addition, the Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended (the Code). The Companys investment objectives are to achieve a high level of current income by investing in debt and equity securities of established private businesses.
Gladstone Capital Advisers, Inc. is a wholly-owned subsidiary of the Company. The financial statements of this subsidiary are consolidated with those of the Company.
Gladstone Business Loan LLC, a wholly-owned subsidiary of the Company, was established on February 3, 2003 for the purpose of owning the Companys portfolio of loan investments. The financial statements of this subsidiary are consolidated with those of the Company.
NOTE 2. UNAUDITED INTERIM FINANCIAL STATEMENTS
Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included. The current periods results of operations are not necessarily indicative of results that ultimately may be achieved for the year. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Companys Form 10-K for the fiscal year ended September 30, 2004, as filed with the Securities and Exchange Commission.
NOTE 3. STOCK OPTIONS
The following tables set forth the pro-forma effect of fair value option accounting for the three and six months ended March 31, 2005 and March 31, 2004 in accordance with Statement of Financial Accounting Standards (SFAS) Statement No. 148 Accounting for Stock-Based Compensation Transition and Disclosure.
13
|
|
Three Months Ended |
|
||||
|
|
March 31, |
|
March 31, |
|
||
|
|
|
|
|
|
||
Net increase in stockholders equity resulting from operations as reported: |
|
$ |
4,275,378 |
|
$ |
2,828,583 |
|
|
|
|
|
|
|
||
Deduct: Total stock-based compensation expense determined using the fair value based method for all awards |
|
(76,222 |
) |
(406,271 |
) |
||
|
|
|
|
|
|
||
Pro forma net increase in stockholders equity resulting from operations |
|
$ |
4,199,156 |
|
$ |
2,422,312 |
|
|
|
|
|
|
|
||
Per share: |
|
|
|
|
|
||
As reported - basic |
|
$ |
0.38 |
|
$ |
0.28 |
|
As reported - diluted |
|
$ |
0.37 |
|
$ |
0.27 |
|
|
|
|
|
|
|
||
Pro forma-basic |
|
$ |
0.37 |
|
$ |
0.24 |
|
Pro forma-diluted |
|
$ |
0.36 |
|
$ |
0.23 |
|
|
|
Six Months Ended |
|
||||
|
|
March 31, |
|
March 31, |
|