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 |
|
FOR THE QUARTER ENDED MARCH 31, 2006 |
|
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
|
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 large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12 b-2 of the Exchange Act. (Check One):
Large accelerated filer o Accelerated filer ý Non-accelerated filer 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 May 1, 2006 was 11,308,510.
GLADSTONE CAPITAL CORPORATION
TABLE OF CONTENTS
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(Unaudited)
|
|
March 31, |
|
September 30, |
|
||
ASSETS |
|
|
|
|
|
||
Investments at fair value (Cost 3/31/2006:$206,033,242; 9/30/2005: $205,375,554) |
|
$ |
206,461,282 |
|
$ |
200,846,763 |
|
Cash and cash equivalents |
|
311,090 |
|
503,776 |
|
||
Interest receivable investments in debt securities |
|
1,063,698 |
|
1,406,212 |
|
||
Interest receivable officers |
|
13,015 |
|
27,067 |
|
||
Due from custodian |
|
9,251,975 |
|
2,624,074 |
|
||
Due from Adviser |
|
320,621 |
|
|
|
||
Deferred financing fees |
|
23,536 |
|
70,000 |
|
||
Prepaid assets |
|
145,036 |
|
177,848 |
|
||
Other assets |
|
135,066 |
|
137,354 |
|
||
TOTAL ASSETS |
|
$ |
217,725,319 |
|
$ |
205,793,094 |
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
||
Accounts payable |
|
$ |
4,589 |
|
$ |
21,893 |
|
Interest payable |
|
278,951 |
|
183,707 |
|
||
Fees due to Adviser |
|
230,182 |
|
391,322 |
|
||
Borrowings under lines of credit |
|
60,300,000 |
|
53,034,064 |
|
||
Accrued expenses and deferred liabilities |
|
249,286 |
|
350,665 |
|
||
Funds held in escrow |
|
200,800 |
|
200,760 |
|
||
Total Liabilities |
|
61,263,808 |
|
54,182,411 |
|
||
Net Assets |
|
$ |
156,461,511 |
|
$ |
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 |
|
164,774,090 |
|
164,610,873 |
|
||
Notes receivable employees |
|
(8,722,687 |
) |
(8,745,781 |
) |
||
Net unrealized appreciation (depreciation) on investments |
|
428,038 |
|
(4,528,791 |
) |
||
Unrealized depreciation on derivative |
|
(229,981 |
) |
(253,747 |
) |
||
Realized (loss) gain on sale of investments |
|
(760,845 |
) |
42,250 |
|
||
Distributions less than net investment income |
|
961,587 |
|
474,575 |
|
||
Total Net Assets |
|
$ |
156,461,511 |
|
$ |
151,610,683 |
|
Net Assets Per Share |
|
$ |
13.84 |
|
$ |
13.41 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
2
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF MARCH 31, 2006
(UNAUDITED)
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Advanced Homecare |
|
Home health nursing services |
|
Senior Subordinated
Term |
|
$ |
7,500,000 |
|
$ |
7,500,000 |
|
|
|
|
|
(13.7%, Due 12/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Allied Extruders, LLC |
|
Polyethylene film manufacturer |
|
Senior Real Estate Term
Debt |
|
1,000,000 |
|
1,000,000 |
|
||
LLC |
|
|
|
Senior Term Debt (3)(5) |
|
8,000,000 |
|
8,030,000 |
|
||
|
|
|
|
(11.3%,Due 3/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Badanco Acquisition Corp. |
|
Manufacturing-luggage |
|
Senior Term Debt (5) |
|
5,880,019 |
|
5,894,719 |
|
||
|
|
|
|
(10.3%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3)(5) |
|
8,650,000 |
|
8,693,250 |
|
||
|
|
|
|
(13.3%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Benetech, Inc. |
|
Dust management systems |
|
Senior Term Debt (5) |
|
2,437,500 |
|
2,461,875 |
|
||
|
|
for the coal and electric |
|
(9.6%, Due 5/2009 |
|
|
|
|
|
||
|
|
utility industries |
|
Senior Term Debt (3)(5) |
|
3,128,125 |
|
3,175,047 |
|
||
|
|
|
|
(12.6%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Consolidated Bedding, Inc. |
|
Manufacturing-mattresses |
|
Senior Subordinated
Term |
|
2,495,370 |
|
2,375,472 |
|
||
|
|
|
|
(13.8%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Country Road |
|
Service- |
|
Senior Subordinated Term |
|
|
|
|
|
||
Communications LLC |
|
telecommunications |
|
Debt (5)(6) |
|
5,958,768 |
|
6,060,000 |
|
||
Country Road Management, Inc. |
|
|
|
(12.6%, Due 7/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Defiance Stamping Company |
|
Manufacturing-trucking |
|
Senior Term Debt (3)(5) |
|
6,325,000 |
|
6,317,094 |
|
||
|
|
parts |
|
(12.6%, Due 4/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Doe & Ingalls Management |
|
Distributor-specialty |
|
Senior Term Debt (5) |
|
5,100,000 |
|
5,112,750 |
|
||
LLC |
|
chemicals |
|
(9.1%, Due 11/2010) |
|
|
|
|
|
||
Doe & Ingalls of North |
|
|
|
Senior Term Debt (3)(5) |
|
4,500,000 |
|
4,505,625 |
|
||
Carolina Operating LLC |
|
|
|
(12.6%, Due 11/2010) |
|
|
|
|
|
||
Doe & Ingalls of Florida |
|
|
|
|
|
|
|
|
|
||
Operating LLC |
|
|
|
|
|
|
|
|
|
||
Doe & Ingalls of Virginia |
|
|
|
|
|
|
|
|
|
||
Operating LLC |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Finn Corporation |
|
Manufacturing-landscape |
|
Common Stock Warrants |
|
37,000 |
|
730,178 |
|
||
|
|
equipment |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Gammill, Inc. |
|
Designer and assembler of |
|
Senior Term Debt (5) |
|
2,305,147 |
|
2,302,266 |
|
||
|
|
quilting machines and |
|
(9.5%, Due 12/2008) |
|
|
|
|
|
||
|
|
accessories |
|
Senior Term Debt (3)(5) |
|
4,601,563 |
|
4,572,803 |
|
||
|
|
|
|
(12.0%, Due 12/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Global Materials |
|
Manufacturing-steel wool |
|
Senior Term Debt (3)(5) |
|
5,400,000 |
|
5,373,000 |
|
||
Technologies, Inc. |
|
products and metal fibers |
|
(13.6%, Due 11/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
John Henry Holdings, Inc. |
|
Manufacturing-packaging |
|
Senior Subordinated Term |
|
|
|
|
|
||
|
|
products |
|
Debt(5)(6) |
|
7,070,737 |
|
6,993,500 |
|
||
|
|
|
|
(11.8%, Due 6/2011) |
|
|
|
|
|
||
3
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Mistras Holdings Corp. |
|
Nondestructive testing |
|
Senior Term Debt (3)(5) |
|
$ |
9,666,666 |
|
$ |
9,437,083 |
|
|
|
instruments, systems |
|
(10.7%, Due 8/2008) |
|
|
|
|
|
||
|
|
and services |
|
Senior Term Debt (3)(5) |
|
5,333,334 |
|
5,200,001 |
|
||
|
|
|
|
(12.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Network Solutions LLC |
|
Service-internet domain |
|
Senior Term Debt (6) |
|
4,486,678 |
|
4,488,750 |
|
||
|
|
registry and host |
|
(10.0%,Due 1/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Northern Contours |
|
Manufacturing-veneer and |
|
Senior Subordinated Term |
|
|
|
|
|
||
Northern Contours |
|
laminate components |
|
Debt (5) |
|
7,000,000 |
|
7,008,750 |
|
||
of Kentucky, Inc. |
|
|
|
(11.6%, Due 5/2010) |
|
|
|
|
|
||
Norcon Holding LLC |
|
|
|
|
|
|
|
|
|
||
Norcon Lewis LLC |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Penn Engineering & Manufacturing Corp. |
|
Manufacturing-fractional |
|
Senior Subordinated
Term |
|
5,008,810 |
|
5,050,000 |
|
||
PN Merger Sub Inc. |
|
|
|
(10.9%, Due 5/2012) |
|
|
|
|
|
||
PEM Holding Co. |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Polar Corporation |
|
Manufacturing-trailer parts |
|
Senior Subordinated
Term |
|
10,004,963 |
|
10,030,346 |
|
||
|
|
|
|
(11.3%, Due 6/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Puerto Rico Cable |
|
Service-telecommunications |
|
Senior Subordinated
Term |
|
7,820,642 |
|
7,823,536 |
|
||
|
|
|
|
(11.3%, Due 1/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
RCS Management Holding |
|
Service-healthcare |
|
Senior Term Debt (3) |
|
3,000,000 |
|
3,000,000 |
|
||
Co. |
|
supplies |
|
(9.3%,Due 1/2011) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (4) |
|
3,000,000 |
|
3,000,000 |
|
||
|
|
|
|
(11.8%,Due 1/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Santana Plastics |
|
Manufacturing- |
|
Senior Term Debt (3)(5) |
|
5,850,000 |
|
5,850,000 |
|
||
|
|
polyethylene |
|
(12.7%, Due 11/2009) |
|
|
|
|
|
||
|
|
bathroom partitions |
|
Senior Term Debt (4)(5) |
|
1,901,250 |
|
1,901,250 |
|
||
|
|
|
|
(13.0%, Due 11/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
SCPH Holdings, Inc. |
|
Manufacturing-underwater |
|
Credit Facility (7) |
|
|
|
|
|
||
Sea Con Phoenix, Inc. |
|
and harsh environment |
|
(9.3%, Due 2/2007) |
|
|
|
|
|
||
Phoenix Optix, Inc. |
|
components |
|
Senior Term Debt (5) |
|
2,975,000 |
|
2,978,719 |
|
||
|
|
|
|
(9.8%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3)(5) |
|
2,962,500 |
|
2,966,203 |
|
||
|
|
|
|
(12.8%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
SCS Acquisition Corp. |
|
Service-chemically treated |
|
Credit Facility (8) |
|
|
|
|
|
||
|
|
equipment distribution |
|
(8.6%, Due 12/2011) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (9) |
|
6,500,000 |
|
6,500,000 |
|
||
|
|
|
|
(8.6%, Due 12/2011) |
|
|
|
|
|
||
|
|
|
|
Senior Term Debt (3)(10) |
|
6,606,250 |
|
6,606,250 |
|
||
|
|
|
|
(10.6%, Due 12/2011) |
|
|
|
|
|
||
4
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Survey Sampling |
|
Service-telecommunications |
|
Senior Subordinated
Term |
|
$ |
2,256,602 |
|
$ |
2,269,688 |
|
||
|
|
|
|
(12.2%, Due 5/2012) |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Tech Lighting LLC |
|
Manufacturing-low voltage lighting systems |
|
Senior Subordinated
Term |
|
9,011,222 |
|
9,000,000 |
|
||||
|
|
|
|
(11.5%, Due 10/2010) |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Thibaut Acquisition Co. |
|
Design and disbtribution- |
|
Credit Facility (11) |
|
575,000 |
|
574,281 |
|
||||
|
|
wall coverings |
|
(9.1%,Due 1/2011) |
|
|
|
|
|
||||
|
|
|
|
Senior Term Debt |
|
3,500,000 |
|
3,500,000 |
|
||||
|
|
|
|
(9.1%,Due 1/2011) |
|
|
|
|
|
||||
|
|
|
|
Senior Term Debt (3) |
|
3,000,000 |
|
3,000,000 |
|
||||
|
|
|
|
(11.6%,Due 1/2011) |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Visual Edge Technology, Inc. |
|
Service-office supplies |
|
Senior Subordinated Term |
|
|
|
|
|
||||
Graphic Enterprises, Inc. |
|
distribution |
|
Debt (5) |
|
5,000,000 |
|
4,993,750 |
|
||||
Copeco, Inc. |
|
|
|
(12.6%, Due 8/2011) |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Westlake Hardware, Inc. |
|
Retail-hardware and |
|
Senior Subordinated Term |
|
|
|
|
|
||||
WHI Holding Corp. |
|
variety |
|
Debt (5) |
|
15,000,000 |
|
15,000,000 |
|
||||
|
|
|
|
(11.9%, Due 1/2011) |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Xspedius Communications |
|
Service- |
|
Senior Subordinated Term |
|
|
|
|
|
||||
LLC |
|
telecommunications |
|
Debt (5) |
|
5,185,096 |
|
5,185,096 |
|
||||
|
|
|
|
(15.3%, Due 3/2010) |
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total: |
|
|
|
|
|
$ |
206,033,242 |
|
$ |
206,461,282 |
|
||
(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) Fair value was based on valuation prepared and provided by Standard & Poors Loan Evaluation Services.
(6) Marketable securities, such as syndicated loans, are valued based on the indicative bid price, as of March 31, 2005, from the respective originating syndication agents trading desk.
(7) Availability under the credit facility totals $500,000. There were no borrowings outstanding at March 31, 2006.
(8) Availability under the credit facility totals $2,500,000. There were no borrowings outstanding at March 31, 2006.
(9) Availability under the debt facility totals $7,500,000. The outstanding balance of the debt facility was $6,500,000 at March 31, 2006.
(10) Availability under the debt facility totals $7,500,000. The outstanding balance of the debt facility was $6,606,250 at March 31, 2006.
(11) Availability under the credit facility totals $1,000,000. Borrowings of $575,000 were outstanding at March 31, 2006.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF 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 |
|
$ |
7,500,000 |
|
$ |
7,500,000 |
|
|
|
|
|
(12.6%, Due 12/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Allied Extruders, Inc. |
|
Polyethylene film |
|
Senior Term Debt (3) |
|
3,950,000 |
|
3,964,813 |
|
||
|
|
manufacturer |
|
(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 |
|
Senior Term Debt (6) |
|
2,762,500 |
|
2,783,219 |
|
||
|
|
for the coal and electric |
|
(8.7%, Due 5/2009) |
|
|
|
|
|
||
|
|
utility industries |
|
Senior Term Debt (3)(6) |
|
3,209,375 |
|
3,249,492 |
|
||
|
|
|
|
(11.7%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Consolidated Bedding, Inc. |
|
Manufacturing-mattresses |
|
Senior Subordinated
Term |
|
2,927,382 |
|
2,898,968 |
|
||
|
|
|
|
(13.0%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Country Road |
|
Service- |
|
Senior Subordinated Term Debt |
|
5,955,942 |
|
6,060,000 |
|
||
Communications LLC |
|
telecommunications |
|
(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 |
|
Senior Term Debt (3) |
|
6,325,000 |
|
6,332,906 |
|
||
Company |
|
parts |
|
(11.7%, Due 4/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Finn Corporation |
|
Manufacturing-landscape equipment |
|
Senior Subordinated
Term |
|
10,500,000 |
|
7,350,000 |
|
||
|
|
|
|
(13.0%, Due 2/2006) |
|
|
|
|
|
||
|
|
|
|
Common Stock Warrants |
|
37,000 |
|
682,114 |
|
||
|
|
|
|
|
|
|
|
|
|
||
Gammill, Inc. |
|
Designer and assembler of |
|
Senior Term Debt (6) |
|
3,771,427 |
|
3,771,427 |
|
||
|
|
quilting machines and |
|
(9.5%, Due 12/2008) |
|
|
|
|
|
||
|
|
accessories |
|
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 |
|
6,821,250 |
|
7,070,000 |
|
||
|
|
|
|
(11.0%, Due 4/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
John Henry Holdings, Inc. |
|
Manufacturing-packaging |
|
Senior Subordinated
Term |
|
7,067,923 |
|
7,064,500 |
|
||
|
|
|
|
(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 |
|
$ |
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 |
|
|
|
|
|
||
Northern Contours |
|
|
|
Debt (8) |
|
7,000,000 |
|
7,000,000 |
|
||
of Kentucky, Inc. |
|
laminate components |
|
(10.7%, Due 5/2010) |
|
|
|
|
|
||
Norcon Holding LLC |
|
|
|
|
|
|
|
|
|
||
Norcon Lewis LLC |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Penn Engineering & |
|
Manufacturing-fractional |
|
Senior Subordinated Term |
|
5,009,524 |
|
5,050,000 |
|
||
Manufacturing Corp. |
|
|
|
Debt (8) |
|
|
|
|
|
||
PN Merger Sub Inc. |
|
horsepower engines |
|
(10.0%, Due 5/2012) |
|
|
|
|
|
||
PEM Holding Co. |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Polar Corporation |
|
Manufacturing-trailer parts |
|
Senior Subordinated
Term |
|
8,609,566 |
|
8,627,500 |
|
||
|
|
|
|
(10.3%, Due 6/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Puerto Rico Cable |
|
Service- |
|
Senior Subordinated Term Debt |
|
5,050,182 |
|
5,075,000 |
|
||
Acquisition Company, Inc. |
|
telecommunications |
|
(10.3%, Due 1/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Regency Gas Services LLC |
|
Midstream gas gathering and processing |
|
Senior Subordinated
Term |
|
5,029,188 |
|
5,037,500 |
|
||
|
|
|
|
(9.9%, Due 12/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Santana Plastics |
|
Manufacturing- |
|
Senior Term Debt (3)(6) |
|
6,000,000 |
|
6,007,500 |
|
||
|
|
polyethylene bathroom |
|
(11.7%, Due 11/2009) |
|
|
|
|
|
||
|
|
partitions |
|
Senior Term Debt (4)(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 (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 |
|
4,514,105 |
|
4,539,375 |
|
||
|
|
|
|
(11.0%, Due 5/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Tech Lighting LLC |
|
Manufacturing-low voltage lighting systems |
|
Senior Subordinated
Term |
|
9,012,452 |
|
9,067,500 |
|
||
|
|
|
|
(10.4%, Due 10/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Visual Edge Technology,
Inc. |
|
Service-office supplies distribution |
|
Senior Subordinated
Term |
|
5,000,000 |
|
5,000,000 |
|
||
Copeco, Inc. |
|
|
|
(11.7%, Due 8/2011) |
|
|
|
|
|
||
7
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
||
Woven Electronics Corporation |
|
Custom electrical cable |
|
Senior Term Debt (4)(6)(10) |
|
$ |
8,344,999 |
|
$ |
8,776,435 |
|
|
|
assemblies |
|
(11.5%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Xspedius Communications LLC |
|
Service-telecommunications |
|
Senior Subordinated
Term |
|
5,972,727 |
|
4,479,545 |
|
||
|
|
|
|
(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 OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
8
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
Three Months Ended March 31, |
|
||||
|
|
2006 |
|
2005 |
|
||
INVESTMENT INCOME |
|
|
|
|
|
||
Interest income investments |
|
$ |
6,875,264 |
|
$ |
5,198,180 |
|
Interest income cash and cash equivalents |
|
4,624 |
|
5,130 |
|
||
Interest income notes receivable from employees |
|
107,033 |
|
113,599 |
|
||
Prepayment fees and other income |
|
13,779 |
|
569,620 |
|
||
Total investment income |
|
7,000,700 |
|
5,886,529 |
|
||
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
||
Loan servicing (Refer to Note 12) |
|
734,644 |
|
585,542 |
|
||
Management fee (Refer to Notes 12 and 15) |
|
352,379 |
|
390,007 |
|
||
Professional fees |
|
110,887 |
|
156,383 |
|
||
Amortization of deferred financing fees |
|
32,286 |
|
91,912 |
|
||
Interest expense |
|
948,166 |
|
439,521 |
|
||
Stockholder related costs |
|
115,864 |
|
104,541 |
|
||
Directors fees |
|
30,212 |
|
24,000 |
|
||
Insurance expense |
|
50,590 |
|
43,890 |
|
||
Stock option compensation |
|
34,065 |
|
|
|
||
General and administrative exepnses |
|
60,791 |
|
69,475 |
|
||
Expenses before credit from Gladstone Management |
|
2,469,884 |
|
1,905,271 |
|
||
Credit to management fee for fees collected by Gladstone Management |
|
|
|
|
|
||
(Refer to Note 15) |
|
(673,000 |
) |
(450,000 |
) |
||
Total expenses net of credit to management fee |
|
1,796,884 |
|
1,455,271 |
|
||
|
|
|
|
|
|
||
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
5,203,816 |
|
4,431,258 |
|
||
Income tax expense |
|
|
|
|
|
||
NET INVESTMENT INCOME |
|
5,203,816 |
|
4,431,258 |
|
||
|
|
|
|
|
|
||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
|
|
|
|
|
||
Realized gain on sale of investments |
|
377,500 |
|
20,000 |
|
||
Unrealized appreciation on derivative |
|
24,658 |
|
15,848 |
|
||
Net unrealized depreciation on investments |
|
(15,593 |
) |
(191,728 |
) |
||
Net gain (loss) on investments |
|
386,565 |
|
(155,880 |
) |
||
|
|
|
|
|
|
||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
5,590,381 |
|
$ |
4,275,378 |
|
|
|
|
|
|
|
||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE: |
|
|
|
|
|
||
Basic |
|
$ |
0.49 |
|
$ |
0.38 |
|
Diluted |
|
$ |
0.48 |
|
$ |
0.37 |
|
|
|
|
|
|
|
||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: |
|
|
|
|
|
||
Basic |
|
11,308,510 |
|
11,288,833 |
|
||
Diluted |
|
11,536,360 |
|
11,620,603 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
9
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
|
|
Six Months Ended March 31 |
|
||||
|
|
2006 |
|
2005 |
|
||
INVESTMENT INCOME |
|
|
|
|
|
||
Interest income investments |
|
$ |
12,722,371 |
|
$ |
10,905,523 |
|
Interest income cash and cash equivalents |
|
13,536 |
|
21,470 |
|
||
Interest income notes receivable from employees |
|
214,126 |
|
228,317 |
|
||
Prepayment fees and other income |
|
80,986 |
|
809,620 |
|
||
Total investment income |
|
13,031,019 |
|
11,964,930 |
|
||
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
||
Loan servicing (Refer to Note 12) |
|
1,450,059 |
|
1,116,494 |
|
||
Management fee (Refer to Notes 12 and 15) |
|
621,080 |
|
717,309 |
|
||
Professional fees |
|
233,353 |
|
395,105 |
|
||
Amortization of deferred financing fees |
|
58,536 |
|
183,824 |
|
||
Interest expense |
|
1,600,244 |
|
611,251 |
|
||
Stockholder related costs |
|
244,799 |
|
176,310 |
|
||
Directors fees |
|
54,212 |
|
51,000 |
|
||
Insurance expense |
|
101,367 |
|
90,162 |
|
||
Stock option compensation |
|
77,322 |
|
|
|
||
General and administrative exepnses |
|
116,580 |
|
112,635 |
|
||
Expenses before credit from Gladstone Management |
|
4,557,552 |
|
3,454,090 |
|
||
Credit to management fee for fees collected by Gladstone Management |
|
|
|
|
|
||
(Refer to Note 15) |
|
(1,223,000 |
) |
(736,500 |
) |
||
Total expenses net of credit to management fee |
|
3,334,552 |
|
2,717,590 |
|
||
|
|
|
|
|
|
||
NET INVESTMENT INCOME BEFORE INCOME TAXES |
|
9,696,467 |
|
9,247,340 |
|
||
Income tax expense |
|
50,237 |
|
138,678 |
|
||
NET INVESTMENT INCOME |
|
9,646,230 |
|
9,108,662 |
|
||
|
|
|
|
|
|
||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
|
|
|
|
|
||
Net realized (loss) gain on sale of investments |
|
(803,095 |
) |
29,750 |
|
||
Unrealized appreciation (depreciation) on derivative |
|
23,766 |
|
(8,963 |
) |
||
Net unrealized appreciation on investments |
|
4,956,829 |
|
90,877 |
|
||
Net gain on investments |
|
4,177,500 |
|
111,664 |
|
||
|
|
|
|
|
|
||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
|
$ |
13,823,730 |
|
$ |
9,220,326 |
|
|
|
|
|
|
|
||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE: |
|
|
|
|
|
||
Basic |
|
$ |
1.22 |
|
$ |
0.82 |
|
Diluted |
|
$ |
1.20 |
|
$ |
0.79 |
|
|
|
|
|
|
|
||
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: |
|
|
|
|
|
||
Basic |
|
11,307,510 |
|
11,283,671 |
|
||
Diluted |
|
11,555,479 |
|
11,614,219 |
|
||
|
|
|
|
|
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
10
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(UNAUDITED)
|
|
Six Months Ended March 31, |
|
||||
|
|
2006 |
|
2005 |
|
||
Operations: |
|
|
|
|
|
||
Net investment income |
|
$ |
9,646,230 |
|
$ |
9,108,662 |
|
Net realized (loss) gain on sale of investments |
|
(803,095 |
) |
29,750 |
|
||
Unrealized appreciation (depreciation) on derivatives |
|
23,766 |
|
(8,963 |
) |
||
Net unrealized appreciation on investments |
|
4,956,829 |
|
90,877 |
|
||
Net increase in net assets from operations |
|
13,823,730 |
|
9,220,326 |
|
||
|
|
|
|
|
|
||
Capital transactions: |
|
|
|
|
|
||
Distributions to stockholders |
|
(9,159,218 |
) |
(8,125,327 |
) |
||
Stock option compensation |
|
77,322 |
|
|
|
||
Issuance of common stock under stock option plan |
|
85,900 |
|
157,500 |
|
||
Repayment of principal on employee notes |
|
23,094 |
|
773,389 |
|
||
Shelf offering costs |
|
|
|
(111,233 |
) |
||
Decrease in net assets from capital share transactions |
|
(8,972,902 |
) |
(7,305,671 |
) |
||
|
|
|
|
|
|
||
Total increase in net assets |
|
4,850,828 |
|
1,914,655 |
|
||
Net assets at beginning of year |
|
151,610,683 |
|
152,226,655 |
|
||
Net assets at end of period |
|
$ |
156,461,511 |
|
$ |
154,141,310 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
11
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|
Six Months Ended March 31, |
|
||||
|
|
2006 |
|
2005 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
||
|
|
|
|
|
|
||
Net increase in net assets resulting from operations |
|
$ |
13,823,730 |
|
$ |
9,220,326 |
|
Adjustments to reconcile net increase in net assets resulting from |
|
|
|
|
|
||
operations to net cash provided by (used in) operating activities: |
|
|
|
|
|
||
Net amortization of premiums and discounts |
|
(121,151 |
) |
(8,267 |
) |
||
Amortization of deferred financing fees |
|
58,536 |
|
183,824 |
|
||
Stock compensation |
|
77,322 |
|
|
|
||
Realized loss on investments |
|
1,180,595 |
|
|
|
||
Unrealized (appreciation) depreciation on derivative |
|
(23,766 |
) |
8,963 |
|
||
Change in net unrealized appreciation |
|
(4,956,829 |
) |
(90,877 |
) |
||
Decrease (increase) in interest receivable |
|
356,566 |
|
(272,193 |
) |
||
Increase in funds due from custodian |
|
(6,627,901 |
) |
(13,268,958 |
) |
||
Decrease in prepaid assets |
|
32,812 |
|
36,136 |
|
||
(Increase) decrease in due from affiliate |
|
(320,621 |
) |
109,639 |
|
||
Decrease in other assets |
|
26,054 |
|
4,038 |
|
||
(Decrease) increase in accounts payable |
|
(17,304 |
) |
141 |
|
||
Increase in interest payable |
|
95,244 |
|
49,810 |
|
||
Decrease in accrued expenses and deferred liabilities |
|
(101,379 |
) |
(608,523 |
) |
||
(Decrease) increase in fees due to affiliate |
|
(161,140 |
) |
53,732 |
|
||
Increase in funds held in escrow |
|
40 |
|
|
|
||
Increase in investment balance due to payment in kind interest |
|
(74,701 |
) |
(275,483 |
) |
||
Net cash provided by (used in) operating activities |
|
3,246,107 |
|
(4,857,692 |
) |
||
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
||
|
|
|
|
|
|
||
Purchase of investments |
|
(65,159,566 |
) |
(91,463,375 |
) |
||
Principal repayments on investments |
|
63,517,133 |
|
59,835,625 |
|
||
Repayment of repurchase agreements |
|
|
|
(21,345,997 |
) |
||
Receipt of principal on notes receivable - employees |
|
23,094 |
|
773,389 |
|
||
Net cash used in investing activities |
|
(1,619,339 |
) |
(52,200,358 |
) |
||
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
||
|
|
|
|
|
|
||
Borrowings from the lines of credit |
|
69,780,000 |
|
100,400,000 |
|
||
Repayments on the lines of credit |
|
(62,514,064 |
) |
(82,043,547 |
) |
||
Distributions paid |
|
(9,159,218 |
) |
(8,125,327 |
) |
||
Exercise of employee stock options |
|
85,900 |
|
157,500 |
|
||
Deferred financing fees |
|
(12,072 |
) |
|
|
||
Shelf offering costs |
|
|
|
(111,233 |
) |
||
Net cash (used in) provided by financing activities |
|
(1,819,454 |
) |
10,277,393 |
|
||
|
|
|
|
|
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS (1) |
|
(192,686 |
) |
(46,780,657 |
) |
||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
503,776 |
|
65,954,840 |
|
||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
311,090 |