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 DECEMBER 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 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No ý .
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 February 3, 2006 was 11,308,510.
GLADSTONE CAPITAL CORPORATION
TABLE OF CONTENTS
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(Unaudited)
|
|
December 31, |
|
September 30, |
|
||
|
|
|
|
|
|
||
ASSETS |
|
|
|
|
|
||
Investments at fair value (Cost 12/31/2005:$192,181,728; 9/30/2005: $205,375,554) |
|
$ |
192,625,362 |
|
$ |
200,846,763 |
|
Cash and cash equivalents |
|
15,393,252 |
|
503,776 |
|
||
Interest receivable investments in debt securities |
|
958,365 |
|
1,406,212 |
|
||
Interest receivable officers |
|
17,150 |
|
27,067 |
|
||
Due from custodian |
|
2,413,120 |
|
2,624,074 |
|
||
Due from affiliate |
|
300,638 |
|
|
|
||
Deferred financing fees |
|
43,750 |
|
70,000 |
|
||
Prepaid assets |
|
197,125 |
|
177,848 |
|
||
Other assets |
|
157,381 |
|
137,354 |
|
||
TOTAL ASSETS |
|
$ |
212,106,143 |
|
$ |
205,793,094 |
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
||
Accounts payable |
|
$ |
10,784 |
|
$ |
21,893 |
|
Interest payable |
|
189,390 |
|
183,707 |
|
||
Fees due to affiliate |
|
210,109 |
|
391,322 |
|
||
Borrowings under lines of credit |
|
55,723,723 |
|
53,034,064 |
|
||
Accrued expenses and deferred liabilities |
|
352,962 |
|
350,665 |
|
||
Funds held in escrow |
|
202,164 |
|
200,760 |
|
||
Total Liabilities |
|
56,689,132 |
|
54,182,411 |
|
||
Net Assets |
|
$ |
155,417,011 |
|
$ |
151,610,683 |
|
|
|
|
|
|
|
||
ANALYSIS OF NET ASSETS |
|
|
|
|
|
||
Common stock, $0.001 par value, 50,000,000 shares authorized and 11,308,510 and 11,303,510 shares issued and outstanding, respectively |
|
$ |
11,309 |
|
$ |
11,304 |
|
Capital in excess of par value |
|
164,740,025 |
|
164,610,873 |
|
||
Notes receivable officers |
|
(8,722,687 |
) |
(8,745,781 |
) |
||
Net unrealized appreciation/(depreciation) on investments |
|
443,631 |
|
(4,528,791 |
) |
||
Unrealized depreciation on derivative |
|
(254,639 |
) |
(253,747 |
) |
||
Realized (loss)/gain on sale of investments |
|
(1,138,345 |
) |
42,250 |
|
||
Distributions less than net investment income |
|
337,717 |
|
474,575 |
|
||
Total Net Assets |
|
$ |
155,417,011 |
|
$ |
151,610,683 |
|
Net Assets Per Share |
|
$ |
13.74 |
|
$ |
13.41 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
2
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF DECEMBER 31, 2005
(UNAUDITED)
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Advanced Homecare Management, Inc. |
|
Home health nursing services |
|
Senior Subordinated Term Debt(6)(7) |
|
$ |
7,500,000 |
|
$ |
7,500,000 |
|
|
|
|
|
|
|
|
|
|
|
||
Allied Extruders, Inc. |
|
Polyethylene film manufacturer |
|
Senior Term Debt (3)(6) |
|
3,900,000 |
|
3,909,750 |
|
||
|
|
|
|
(12.3%, Due 7/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Badanco Acquisition Corp. |
|
Manufacturing-luggage |
|
Senior Term Debt (6) |
|
6,247,519 |
|
6,247,519 |
|
||
|
|
|
|
(9.8%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3)(6)(12) |
|
8,650,000 |
|
8,879,225 |
|
||
|
|
|
|
(12.8%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Benetech, Inc. |
|
Dust management systems |
|
Senior Term Debt (6) |
|
2,600,000 |
|
2,622,750 |
|
||
|
|
for the coal and electric utility |
|
(9.3%, Due 5/2009) |
|
|
|
|
|
||
|
|
industries |
|
Senior Term Debt (3) (6) |
|
3,168,750 |
|
3,212,320 |
|
||
|
|
|
|
(12.3%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Consolidated Bedding, Inc. |
|
Manufacturing-mattresses |
|
Senior Subordinated Term Debt (6) |
|
2,890,155 |
|
2,738,895 |
|
||
|
|
|
|
(13.0%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Country Road |
|
Service-telecommunications |
|
Senior Subordinated Term Debt |
|
5,957,355 |
|
6,060,000 |
|
||
Communications LLC |
|
|
|
(6)(7) |
|
|
|
|
|
||
Country Road Management, Inc. |
|
|
|
(11.6%, Due 7/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Coyne International |
|
Industrial services |
|
Senior Term Debt (3) (5) (6) |
|
6,370,574 |
|
6,306,869 |
|
||
Enterprises |
|
|
|
(13.0%, PIK 2%, Due 7/2007) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Defiance Stamping |
|
Manufacturing-trucking parts |
|
Senior Term Debt (3)(6)(13) |
|
6,325,000 |
|
6,358,649 |
|
||
Company |
|
|
|
(12.3%, Due 4/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Doe & Ingalls Management |
|
Distributor-specialty chemicals |
|
Senior Term Debt (6) |
|
5,500,000 |
|
5,506,875 |
|
||
LLC |
|
|
|
(8.8%, Due 11/2010) |
|
|
|
|
|
||
Doe & Ingalls of North |
|
|
|
Senior Term Debt (3)(6) |
|
4,500,000 |
|
4,500,000 |
|
||
Carolina Operating LLC |
|
|
|
(12.3%, Due 11/2010) |
|
|
|
|
|
||
Doe & Ingalls of Florida |
|
|
|
|
|
|
|
|
|
||
Operating LLC |
|
|
|
|
|
|
|
|
|
||
Doe & Ingalls of Virginia |
|
|
|
|
|
|
|
|
|
||
Operating LLC |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Finn Corporation |
|
Manufacturing-landscape |
|
Common Stock Warrants |
|
37,000 |
|
694,057 |
|
||
|
|
equipment |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Gammill, Inc. |
|
Designer and assembler of |
|
Senior Term Debt (6) |
|
3,389,696 |
|
3,385,459 |
|
||
|
|
quilting machines and |
|
(9.5%, Due 12/2008) |
|
|
|
|
|
||
|
|
accessories |
|
Senior Term Debt (3) (6) |
|
4,631,250 |
|
4,602,305 |
|
||
|
|
|
|
(12.0%, Due 12/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Global Materials |
|
Manufacturing-steel wool |
|
Senior Term Debt (3) (6) |
|
5,450,000 |
|
5,422,750 |
|
||
Technologies, Inc. |
|
products and metal fibers |
|
(13.3%, Due 11/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Infor Global Solutions Ltd. |
|
Enterprise application |
|
Senior Subordinated Term Debt (7) |
|
6,828,000 |
|
6,947,500 |
|
||
|
|
solutions |
|
(11.8%, Due 5/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
John Henry Holdings, Inc. |
|
Manufacturing-packaging |
|
Senior Subordinated Term Debt(6)(7) |
|
7,069,330 |
|
6,993,500 |
|
||
|
|
products |
|
(11.5%, Due 6/2011) |
|
|
|
|
|
||
3
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
Mistras Holdings Corp. |
|
Nondestructive testing |
|
Senior Term Debt (3) (6) |
|
9,666,666 |
|
9,437,083 |
|
|
|
instruments, systems |
|
(10.5%, Due 8/2008) |
|
|
|
|
|
|
|
and services |
|
Senior Term Debt (3) (6) |
|
5,333,334 |
|
5,200,001 |
|
|
|
|
|
(12.5%, Due 8/2008) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northern Contours |
|
Manufacturing-veneer and |
|
Senior Subordinated Term Debt (6) |
|
7,000,000 |
|
7,000,000 |
|
Northern Contours |
|
laminate components |
|
(11.3%, Due 5/2010) |
|
|
|
|
|
of Kentucky, Inc. |
|
|
|
|
|
|
|
|
|
Norcon Holding LLC |
|
|
|
|
|
|
|
|
|
Norcon Lewis LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penn Engineering & |
|
Manufacturing-fractional |
|
Senior Subordinated Term Debt (7) |
|
5,009,167 |
|
5,050,000 |
|
Manufacturing Corp. |
|
horsepower engines |
|
(10.5%, Due 5/2012) |
|
|
|
|
|
PN Merger Sub Inc. |
|
|
|
|
|
|
|
|
|
PEM Holding Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polar Corporation |
|
Manufacturing-trailer parts |
|
Senior Subordinated Term Debt(6)(7) |
|
10,012,391 |
|
10,030,346 |
|
|
|
|
|
(10.9%, Due 6/2010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Puerto Rico Cable |
|
Service-telecommunications |
|
Senior Subordinated Term Debt(6)(7) |
|
7,075,780 |
|
7,105,000 |
|
Acquisition Company, Inc. |
|
|
|
(10.8%, Due 1/2012) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Santana Plastics |
|
Manufacturing-polyethylene |
|
Senior Term Debt (3)(6) |
|
5,925,000 |
|
5,925,000 |
|
|
|
bathroom partitions |
|
(12.3%, Due 11/2009) |
|
|
|
|
|
|
|
|
|
Senior Term Debt (4)(6) |
|
1,925,625 |
|
1,925,625 |
|
|
|
|
|
(13.0%, Due 11/2009) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCPH Holdings, Inc. |
|
Manufacturing-underwater |
|
Credit Facility (9) |
|
|
|
|
|
Sea Con Phoenix, Inc. |
|
and harsh environment |
|
(8.8%, Due 3/2006) |
|
|
|
|
|
Phoenix Optix, Inc. |
|
components |
|
Senior Term Debt (6) |
|
3,150,000 |
|
3,150,000 |
|
|
|
|
|
(9.3%, Due 2/2010) |
|
|
|
|
|
|
|
|
|
Senior Term Debt (3)(6) |
|
3,000,000 |
|
3,000,000 |
|
|
|
|
|
(12.3%, Due 2/2010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCS Acquisition Corp. |
|
Service-chemically treated |
|
Credit Facility (10) |
|
|
|
|
|
|
|
equipment distribution |
|
Senior Term Debt (8)(11) |
|
6,625,000 |
|
6,625,000 |
|
|
|
|
|
(8.4%, Due 12/2011) |
|
|
|
|
|
|
|
|
|
Senior Term Debt (3)(8)(11) |
|
6,625,000 |
|
6,625,000 |
|
|
|
|
|
(10.4%, Due 12/2011) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Survey Sampling |
|
Service-telecommunications |
|
Senior Subordinated Term Debt(6)(7) |
|
2,263,568 |
|
2,264,063 |
|
|
|
|
|
(11.8%, Due 5/2012) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tech Lighting LLC |
|
Manufacturing-low voltage |
|
Senior Subordinated Term Debt(6)(7) |
|
9,011,837 |
|
9,045,000 |
|
|
|
lighting systems |
|
(11.5%, Due 10/2010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Visual Edge Technology, Inc. |
|
Service-office supplies |
|
Senior Subordinated Term Debt (6) |
|
5,000,000 |
|
5,000,000 |
|
Graphic Enterprises, Inc. |
|
distribution |
|
(12.3%, Due 8/2011) |
|
|
|
|
|
Copeco, Inc. |
|
|
|
|
|
|
|
|
|
4
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Woven Electronics |
|
Custom electrical cable |
|
Senior Term Debt (4) (6) (14) |
|
8,344,999 |
|
8,675,962 |
|
||
Corporation |
|
assemblies |
|
(11.5%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Xspedius Communications |
|
Service-telecommunications |
|
Senior Subordinated Term Debt (6) |
|
5,198,732 |
|
4,678,859 |
|
||
LLC |
|
|
|
(14.8%, Due 3/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Total: |
|
|
|
|
|
$ |
192,181,728 |
|
$ |
192,625,362 |
|
(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 December 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 9 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, 2005.
(6) Fair value was based on valuation prepared and provided by Standard & Poors Loan Evaluation Services.
(7) Marketable securities, such as syndicated loans, are valued based on the indicative bid price, as of December 30, 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 December 31, 2005.
(10) Availability under the credit facility totals $2,500,000. There were no borrowings outstanding at December 31, 2005.
(11) Availability under the debt facility totals $7,500,000. The outstanding balance of the debt facility was $6,625,000 at December 31, 2005.
(12) Includes a success fee with a $147,725 fair value and no cost basis.
(13) Includes a success fee with a $33,649 fair value and no cost basis.
(14) Includes a success fee with a $247,513 fair value and no cost basis.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
5
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF SEPTEMBER 30, 2005
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Advanced Homecare Management, Inc. |
|
Home health nursing services |
|
Senior Subordinated Term Debt (6) |
|
$ |
7,500,000 |
|
$ |
7,500,000 |
|
|
|
|
|
|
|
|
|
|
|
||
Allied Extruders, Inc. |
|
Polyethylene film manufacturer |
|
Senior Term Debt (3) |
|
3,950,000 |
|
3,964,813 |
|
||
|
|
|
|
(12.3%, Due 7/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
ARI Holdings, Inc. (11) (12) |
|
Manufacturing-auto parts |
|
Senior Term Debt |
|
3,933,939 |
|
2,880,000 |
|
||
|
|
|
|
(12.8%, Due 2/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Badanco Acquisition Corp. |
|
Manufacturing-luggage |
|
Senior Term Debt (6) |
|
6,615,019 |
|
6,615,019 |
|
||
|
|
|
|
(9.2%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3)(6) |
|
8,650,000 |
|
8,650,000 |
|
||
|
|
|
|
(12.2%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Benetech, Inc. |
|
Dust management systems for the |
|
Senior Term Debt (6) |
|
2,762,500 |
|
2,783,219 |
|
||
|
|
coal and electric utility industries |
|
(8.7%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3) (6) |
|
3,209,375 |
|
3,249,492 |
|
||
|
|
|
|
(11.7%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Consolidated Bedding, Inc. |
|
Manufacturing-mattresses |
|
Senior Subordinated Term Debt (6) |
|
2,927,382 |
|
2,898,968 |
|
||
|
|
|
|
(13.0%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Country Road |
|
Service-telecommunications |
|
Senior Subordinated Term Debt |
|
5,955,942 |
|
6,060,000 |
|
||
Communications LLC |
|
|
|
(11.6%, Due 7/2013) |
|
|
|
|
|
||
Country Road Management, Inc. |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Coyne International |
|
Industrial services |
|
Senior Term Debt (3) (5) (6) |
|
6,375,052 |
|
6,367,083 |
|
||
Enterprises |
|
|
|
(13.0%, PIK 2%, Due 7/2007) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Defiance Stamping |
|
Manufacturing-trucking parts |
|
Senior Term Debt (3) |
|
6,325,000 |
|
6,332,906 |
|
||
Company |
|
|
|
(11.7%, Due 4/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Finn Corporation |
|
Manufacturing-landscape equipment |
|
Senior Subordinated Term Debt (6) |
|
10,500,000 |
|
7,350,000 |
|
||
|
|
|
|
(13.0%, Due 2/2006) |
|
|
|
|
|
||
|
|
|
|
Common Stock Warrants |
|
37,000 |
|
682,114 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Gammill, Inc. |
|
Designer and assembler of quilting |
|
Senior Term Debt (6) |
|
3,771,427 |
|
3,771,427 |
|
||
|
|
machines and accessories |
|
(9.5%, Due 12/2008) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3) (6) |
|
4,690,625 |
|
4,667,172 |
|
||
|
|
|
|
(12.0%, Due 12/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Global Materials |
|
Manufacturing-steel wool |
|
Senior Term Debt (3) (6) |
|
5,500,000 |
|
5,486,250 |
|
||
Technologies, Inc. |
|
products and metal fibers |
|
(13.0%, Due 11/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Infor Global Solutions Ltd. |
|
Enterprise application solutions |
|
Senior Subordinated Term Debt (7) |
|
6,821,250 |
|
7,070,000 |
|
||
|
|
|
|
(11.0%, Due 4/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
John Henry Holdings, Inc. |
|
Manufacturing-packaging |
|
Senior Subordinated Term Debt(6) |
|
7,067,923 |
|
7,064,500 |
|
||
|
|
products |
|
(11.0%, Due 6/2011) |
|
|
|
|
|
||
6
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
Marcal Paper Mills, Inc. (12) |
|
Manufacturing-paper products |
|
Senior Subordinated Term Debt (6) |
|
6,275,000 |
|
6,149,500 |
|
|
|
|
|
(13.0%, Due 12/2006) |
|
|
|
|
|
|
|
|
|
First Mortgage Loan (5) |
|
9,277,877 |
|
9,277,877 |
|
|
|
|
|
(16%, PIK 1%, Due 12/2006) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mistras Holdings Corp. |
|
Nondestructive testing |
|
Senior Term Debt (3) (6) |
|
9,666,666 |
|
9,461,249 |
|
|
|
instruments, systems |
|
(10.5%, Due 8/2008) |
|
|
|
|
|
|
|
and services |
|
Senior Term Debt (3) (6) |
|
4,833,334 |
|
4,724,584 |
|
|
|
|
|
(12.5%, Due 8/2008) |
|
|
|
|
|
|
|
|
|
Senior Term Debt (3) (6) |
|
1,000,000 |
|
982,500 |
|
|
|
|
|
(13.5%, Due 8/2008) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Northern Contours |
|
Manufacturing-veneer and |
|
Senior Subordinated Term Debt (8) |
|
7,000,000 |
|
7,000,000 |
|
Northern Contours |
|
laminate components |
|
(10.7%, Due 5/2010) |
|
|
|
|
|
of Kentucky, Inc. |
|
|
|
|
|
|
|
|
|
Norcon Holding LLC |
|
|
|
|
|
|
|
|
|
Norcon Lewis LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penn Engineering & |
|
Manufacturing-fractional |
|
Senior Subordinated Term Debt (8) |
|
5,009,524 |
|
5,050,000 |
|
Manufacturing Corp. |
|
horsepower engines |
|
(10.0%, Due 5/2012) |
|
|
|
|
|
PN Merger Sub Inc. |
|
|
|
|
|
|
|
|
|
PEM Holding Co. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polar Corporation |
|
Manufacturing-trailer parts |
|
Senior Subordinated Term Debt (6) |
|
8,609,566 |
|
8,627,500 |
|
|
|
|
|
(10.3%, Due 6/2010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Puerto Rico Cable |
|
Service-telecommunications |
|
Senior Subordinated Term Debt |
|
5,050,182 |
|
5,075,000 |
|
Acquisition Company, Inc. |
|
|
|
(10.3%, Due 1/2012) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regency Gas Services LLC |
|
Midstream gas gathering and |
|
Senior Subordinated Term Debt (7) |
|
5,029,188 |
|
5,037,500 |
|
|
|
processing |
|
(9.9%, Due 12/2010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Santana Plastics |
|
Manufacturing-polyethylene |
|
Senior Term Debt (3)(6) |
|
6,000,000 |
|
6,007,500 |
|
|
|
bathroom partitions |
|
(11.7%, Due 11/2009) |
|
|
|
|
|
|
|
|
|
Senior Term Debt (4)(6) |
|
1,950,000 |
|
1,952,438 |
|
|
|
|
|
(13.0%, Due 11/2009) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SCPH Holdings, Inc. |
|
Manufacturing-underwater and |
|
Credit Facility (9) |
|
|
|
|
|
Sea Con Phoenix, Inc. |
|
harsh environment components |
|
(8.0%, Due 3/2006) |
|
|
|
|
|
Phoenix Optix, Inc. |
|
|
|
Senior Term Debt (3)(6) |
|
3,237,500 |
|
3,241,547 |
|
|
|
|
|
(8.7%, Due 2/2010) |
|
|
|
|
|
|
|
|
|
Senior Term Debt (6) |
|
3,000,000 |
|
3,003,750 |
|
|
|
|
|
(12.0%, Due 2/2010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Survey Sampling |
|
Service-telecommunications |
|
Senior Subordinated Term Debt (6) |
|
4,514,105 |
|
4,539,375 |
|
|
|
|
|
(11.0%, Due 5/2012) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tech Lighting LLC |
|
Manufacturing-low voltage |
|
Senior Subordinated Term Debt (6) |
|
9,012,452 |
|
9,067,500 |
|
|
|
lighting systems |
|
(10.4%, Due 10/2010) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Visual Edge Technology, Inc. |
|
Service-office supplies distribution |
|
Senior Subordinated Term Debt |
|
5,000,000 |
|
5,000,000 |
|
Graphic Enterprises, Inc. |
|
|
|
(11.7%, Due 8/2011) |
|
|
|
|
|
Copeco, Inc. |
|
|
|
|
|
|
|
|
|
7
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Woven Electronics |
|
Custom electrical cable |
|
Senior Term Debt (4) (6) (10) |
|
8,344,999 |
|
8,776,435 |
|
||
Corporation |
|
assemblies |
|
(11.5%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Xspedius Communications |
|
Service-telecommunications |
|
Senior Subordinated Term Debt (6) |
|
5,972,727 |
|
4,479,545 |
|
||
LLC |
|
|
|
(14.3%, Due 3/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Total: |
|
|
|
|
|
$ |
205,375,554 |
|
$ |
200,846,763 |
|
(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, 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 2 Summary of Significant Accounting Policies of the Companys Form 10-K for the fiscal year ended September 30, 2005.
(6) Fair value was based on valuation prepared and provided by Standard & Poors Loan Evaluation Services.
(7) Marketable securities, such as syndicated loans, are valued based on the indicative bid price, as of September 30, 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 September 30, 2005.
(10) Includes a success fee with a $347,986 fair value and no cost basis.
(11) Non-income producing at September 30, 2005.
(12) Subsequent to September 30, 2005, the entire investment in the portfolio company was sold at the fair value reflected herein.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
8
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
Three Months |
|
Three Months |
|
||
|
|
|
|
|
|
||
INVESTMENT INCOME |
|
|
|
|
|
||
Interest income investments |
|
$ |
5,847,107 |
|
$ |
5,707,343 |
|
Interest income cash and cash equivalents |
|
8,912 |
|
16,340 |
|
||
Interest income notes receivable from employees |
|
107,093 |
|
114,718 |
|
||
Prepayment fees and other income |
|
67,207 |
|
240,000 |
|
||
Total investment income |
|
6,030,319 |
|
6,078,401 |
|
||
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
||
Loan servicing (Refer to Note 12) |
|
715,415 |
|
530,952 |
|
||
Management fee (Refer to Notes 12 and 15) |
|
268,701 |
|
327,302 |
|
||
Professional fees |
|
122,466 |
|
238,722 |
|
||
Amortization of deferred financing fees |
|
26,250 |
|
91,912 |
|
||
Interest expense |
|
652,078 |
|
171,730 |
|
||
Stockholder related costs |
|
128,935 |
|
71,769 |
|
||
Directors fees |
|
24,000 |
|
27,000 |
|
||
Insurance expense |
|
50,777 |
|
46,272 |
|
||
Stock option compensation |
|
43,257 |
|
|
|
||
General and administrative exepnses |
|
55,789 |
|
43,160 |
|
||
Expenses before credit from Gladstone Management |
|
2,087,668 |
|
1,548,819 |
|
||
Credit to management fee for fees collected by Gladstone Management |
|
|
|
|
|
||
(Refer to Note 15) |
|
(550,000 |
) |
(286,500 |
) |
||
Total expenses net of credit to management fee |
|
1,537,668 |
|
1,262,319 |
|
||
|
|
|
|
|
|
||
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
4,492,651 |
|
4,816,082 |
|
||
Income tax expense |
|
50,237 |
|
138,678 |
|
||
NET INVESTMENT INCOME |
|
4,442,414 |
|
4,677,404 |
|
||
|
|
|
|
|
|
||
REALIZED AND UNREALIZED GAIN/(LOSS) ON |
|
|
|
|
|
||
Realized (loss)/gain on sale of investments |
|
(1,180,595 |
) |
9,750 |
|
||
Unrealized depreciation on derivative |
|
(892 |
) |
(24,811 |
) |
||
Net unrealized appreciation on investments |
|
4,972,422 |
|
282,605 |
|
||
Net gain on investments |
|
3,790,935 |
|
267,544 |
|
||
|
|
|
|
|
|
||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
8,233,349 |
|
$ |
4,944,948 |
|
|
|
|
|
|
|
||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE: |
|
|
|
|
|
||
Basic |
|
$ |
0.73 |
|
$ |
0.44 |
|
Diluted |
|
$ |
0.71 |
|
$ |
0.43 |
|
|
|
|
|
|
|
||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: |
|
|
|
|
|
||
Basic |
|
11,306,510 |
|
11,278,510 |
|
||
Diluted |
|
11,573,620 |
|
11,615,796 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
9
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(UNAUDITED)
|
|
Three Months Ended December 31, |
|
||||
|
|
2005 |
|
2004 |
|
||
Operations: |
|
|
|
|
|
||
Net investment income |
|
$ |
4,442,414 |
|
$ |
4,677,404 |
|
Net realized (loss)/gain on sale of investments |
|
(1,180,595 |
) |
9,750 |
|
||
Unrealized depreciation on derivatives |
|
(892 |
) |
(24,811 |
) |
||
Net unrealized appreciation on investments |
|
4,972,422 |
|
282,605 |
|
||
Net increase in net assets from operations |
|
8,233,349 |
|
4,944,948 |
|
||
|
|
|
|
|
|
||
Capital transactions: |
|
|
|
|
|
||
Distributions to stockholders |
|
(4,579,272 |
) |
(4,060,263 |
) |
||
Stock option compensation |
|
43,257 |
|
|
|
||
Issuance of common stock under stock option plan |
|
85,900 |
|
|
|
||
Repayment of principal on employee notes |
|
23,094 |
|
150,000 |
|
||
Shelf offering costs |
|
|
|
(111,233 |
) |
||
Decrease in net assets from capital share transactions |
|
(4,427,021 |
) |
(4,021,496 |
) |
||
|
|
|
|
|
|
||
Total increase in net assets |
|
3,806,328 |
|
923,452 |
|
||
Net assets at beginning of year |
|
151,610,683 |
|
152,226,655 |
|
||
Net assets at end of year |
|
$ |
155,417,011 |
|
$ |
153,150,107 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART TO THESE CONSOLIDATED FINANCIAL STATEMENTS.
10
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Three Months Ended December 31, |
|
||||
|
|
2005 |
|
2004 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
||
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
$ |
8,233,349 |
|
$ |
4,944,948 |
|
Adjustments to reconcile net increase in net assets
resulting from |
|
|
|
|
|
||
Net amortization of premiums and discounts |
|
32,641 |
|
455 |
|
||
Amortization of deferred financing fees |
|
26,250 |
|
91,912 |
|
||
Stock compensation |
|
43,257 |
|
|
|
||
Realized loss on investments |
|
1,180,595 |
|
|
|
||
Unrealized depreciation on derivative |
|
892 |
|
24,811 |
|
||
Change in net unrealized appreciation |
|
(4,972,422 |
) |
(282,605 |
) |
||
Decrease (increase) in interest receivable |
|
457,764 |
|
(67,382 |
) |
||
Decrease in funds due from custodian |
|
210,954 |
|
31,270 |
|
||
(Increase) decrease in prepaid assets |
|
(19,277 |
) |
1,958 |
|
||
(Increase) decrease in due from affiliate |
|
(300,638 |
) |
30,401 |
|
||
Increase in other assets |
|
(20,919 |
) |
(40,097 |
) |
||
(Decrease) increase in accounts payable |
|
(11,109 |
) |
137,112 |
|
||
Increase (decrease) in interest payable |
|
5,683 |
|
(22,189 |
) |
||
Increase (decrease) in accrued expenses and deferred liabilities |
|
2,297 |
|
(633,367 |
) |
||
(Decrease) increase in fees due to affiliate |
|
(181,213 |
) |
36,400 |
|
||
Increase in funds held in escrow |
|
1,404 |
|
|
|
||
Increase in investment balance due to payment in kind interest |
|
(33,022 |
) |
(140,090 |
) |
||
Net cash provided by operating activities |
|
4,656,486 |
|
4,113,537 |
|
||
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
||
|
|
|
|
|
|
||
Purchase of investments |
|
(26,688,457 |
) |
(46,949,500 |
) |
||
Principal repayments on investments |
|
38,702,066 |
|
25,975,707 |
|
||
Repayment of repurchase agreements |
|
|
|
(21,345,997 |
) |
||
Receipt of principal on notes receivable - employees |
|
23,094 |
|
150,000 |
|
||
Net cash provided by (used in) investing activities |
|
12,036,703 |
|
(42,169,790 |
) |
||
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
||
|
|
|
|
|
|
||
Borrowings from the lines of credit |
|
41,925,000 |
|
50,400,000 |
|
||
Repayments on the lines of credit |
|
(39,235,341 |
) |
(50,743,547 |
) |
||
Distributions paid |
|
(4,579,272 |
) |
(4,060,263 |
) |
||
Exercise of employee stock options |
|
85,900 |
|
|
|
||
Shelf offering costs |
|
|
|
(111,233 |
) |
||
Net cash used in financing activities |
|
(1,803,713 |
) |
(4,515,043 |
) |
||
|
|
|
|
|
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1) |
|
14,889,476 |
|
(42,571,296 |
) |
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
503,776 |
|
65,954,840 |
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
15,393,252 |
|
$ |
23,383,544 |
|
|
|
|
|
|
|
||
CASH PAID DURING PERIOD FOR INTEREST |
|
$ |
646,934 |
|
$ |
139,763 |
|
CASH PAID DURING PERIOD FOR INCOME TAXES |
|
$ |
|
|
$ |
138,678 |
|
(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.
11