UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE QUARTER ENDED MARCH 31, 2007 |
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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)
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MARYLAND |
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54-2040781 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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1521 WESTBRANCH DRIVE, SUITE 200 |
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MCLEAN, VIRGINIA 22102 |
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(Address of principal executive office) |
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(703) 287-5800 |
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(Registrant’s telephone number, including area code) |
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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 x 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 x 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 x .
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of the issuer’s Common Stock, $0.001 par value, outstanding as of April 27, 2007 was 12,249,683.
GLADSTONE CAPITAL CORPORATION
TABLE OF CONTENTS
GLADSTONE CAPITAL
CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(Unaudited)
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March 31, |
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September 30, |
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2007 |
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2006 |
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ASSETS |
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Investments at fair value (Cost 3/31/2007: $281,525,450; 9/30/2006: $216,202,986) |
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$ |
280,242,688 |
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$ |
217,642,750 |
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Cash and cash equivalents |
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2,973,135 |
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731,744 |
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Interest receivable – investments in debt securities |
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2,116,813 |
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1,394,942 |
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Interest receivable – employees |
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45,359 |
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37,396 |
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Due from custodian |
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4,828,847 |
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3,587,152 |
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Deferred financing fees |
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50,466 |
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145,691 |
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Prepaid assets |
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241,088 |
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226,747 |
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Fees due from Adviser (Refer to Notes 4 and 5) |
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28,768 |
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— |
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Due from employees |
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— |
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1,803,283 |
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Other assets |
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488,790 |
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213,510 |
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TOTAL ASSETS |
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$ |
291,015,954 |
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$ |
225,783,215 |
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LIABILITIES |
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Accounts payable |
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$ |
5,005 |
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$ |
4,072 |
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Interest payable |
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528,736 |
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247,530 |
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Administration fee due to Administrator |
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168,766 |
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— |
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Fees due to Adviser (Refer to Notes 4 and 5) |
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— |
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240,363 |
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Borrowings under line of credit |
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120,300,000 |
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49,993,000 |
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Withholding taxes payable |
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— |
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1,803,283 |
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Accrued expenses and deferred liabilities |
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486,330 |
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721,287 |
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Funds held in escrow |
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203,222 |
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203,193 |
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TOTAL LIABILITIES |
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121,692,059 |
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53,212,728 |
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NET ASSETS |
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$ |
169,323,895 |
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$ |
172,570,487 |
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ANALYSIS OF NET ASSETS |
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Common stock, $0.001 par value, 50,000,000 shares authorized and 12,249,683 and 12,305,008 shares issued and outstanding, respectively |
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$ |
12,250 |
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$ |
12,305 |
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Capital in excess of par value |
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179,782,427 |
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181,270,565 |
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Notes receivable – employees |
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(9,947,366 |
) |
(10,248,308 |
) |
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Net unrealized appreciation on investments |
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(1,282,764 |
) |
1,439,764 |
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Unrealized depreciation on derivative |
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(279,329 |
) |
(253,716 |
) |
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Realized loss on sale of investments |
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(775,176 |
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(861,695 |
) |
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Realized gain on settlement of derivative |
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37,807 |
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15,014 |
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Accumulated undistributed net investment income |
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1,776,046 |
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1,196,558 |
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TOTAL NET ASSETS |
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$ |
169,323,895 |
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$ |
172,570,487 |
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NET ASSETS PER SHARE |
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$ |
13.82 |
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$ |
14.02 |
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
2
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF MARCH 31, 2007
(UNAUDITED)
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Company (1) |
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Industry |
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Investment (2) |
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Cost |
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Fair Value |
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ActivStyle Acquisition Co. |
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Service-medical products |
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Line of Credit (5) (9) |
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$ |
450,000 |
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$ |
448,875 |
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ActivStyle, Inc. |
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distribution |
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(9.6%, Due 7/2009) |
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Senior Term Debt (5) |
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3,040,000 |
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3,040,000 |
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(9.6%, Due 7/2011) |
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Senior Term Debt (3) (5) |
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2,500,000 |
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2,500,000 |
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(11.9%, Due 7/2011) |
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Advanced Homecare |
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Service-home health nursing |
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Senior Subordinated Term Debt (5) (6) |
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6,300,000 |
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6,300,000 |
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Management, Inc. |
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services |
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(11.8%, Due 12/2013) |
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Allied Extruders, LLC |
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Manufacturing-polyethylene |
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Senior Real Estate Term Debt |
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1,000,000 |
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1,000,000 |
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P&O Packaging Acquisition LLC |
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film |
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(9.8%, Due 3/2011) |
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Senior Term Debt (3) (5) (19) |
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8,000,000 |
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8,170,800 |
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(11.3%, Due 3/2011) |
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Anitox Acquisition Company |
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Manufacturing-preservatives for |
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Senior Real Estate Term Debt |
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3,415,828 |
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3,360,000 |
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Anitox Holding, Inc. |
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animal feed |
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(8.8%, Due 1/2012) |
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Senior Term Debt (5) |
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2,750,000 |
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2,750,000 |
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(9.6%, Due 1/2012) |
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Senior Term Debt (3) (5) |
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2,750,000 |
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2,750,000 |
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(11.8%, Due 1/2012) |
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Badanco Acquisition Corp. |
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Service-luggage design and |
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Senior Subordinated Term Debt (5) |
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9,750,000 |
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9,762,188 |
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distribution |
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(12.1%, Due 7/2012) |
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Benetech, Inc. |
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Service & Manufacturing-dust |
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Senior Term Debt (5) |
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1,787,500 |
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1,816,547 |
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management systems for the |
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(10.3%, Due 5/2009) |
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coal and electric utility |
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Senior Term Debt (3) (5) |
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2,965,625 |
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3,028,645 |
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industries |
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(13.3%, Due 5/2009) |
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Bresnan Communications, LLC |
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Service-telecommunications |
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Senior Term Debt (6) |
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1,001,958 |
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1,000,000 |
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(7.1%, Due 9/2013) |
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Senior Subordinated Term Debt (6) |
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1,510,780 |
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1,530,000 |
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(9.9%, Due 3/2014) |
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CHG Companies, Inc. |
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Service-healthcare staffing |
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Letter of Credit (5) (6) |
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400,000 |
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404,500 |
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CHG Medical Staffing, Inc. |
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(7.9%, Due 12/2012) |
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Senior Term Debt (5) (6) |
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1,596,000 |
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1,613,955 |
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(7.9%, Due 12/2012) |
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Senior Subordinated Term Debt (5) (6) |
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500,000 |
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507,500 |
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(11.3%, Due 12/2012) |
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Clinton Holdings, LLC |
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Distribution-aluminum sheets |
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Senior Subordinated Term Debt (5) |
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15,500,000 |
|
15,538,750 |
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Clinton Aluminum Acquisition, LLC |
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and stainless steel |
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(12.6%, Due 1/2013) |
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Metal Transportation, LLC |
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Common Stock Warrants (7) |
|
109,124 |
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109,124 |
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Clinton Distribution Center, LLC |
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3
GLADSTONE CAPITAL
CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF MARCH 31, 2007
(UNAUDITED)
|
Company (1) |
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Industry |
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Investment (2) |
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Cost |
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Fair Value |
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|
Consolidated Bedding, Inc. |
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Manufacturing-mattresses |
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Senior Subordinated Term Debt (5) |
|
$ |
2,340,538 |
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$ |
1,858,050 |
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(14.4%, Due 3/2009) |
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Country Road |
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Service-telecommunications |
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Senior Subordinated Term Debt (5) (6) |
|
5,964,420 |
|
6,030,000 |
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Communications LLC |
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(13.2%, Due 7/2013) |
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Country Road Management, Inc. |
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Critical Healthcare Solutions, Inc. |
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Service-home therapy and |
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Senior Term Debt (8) |
|
1,987,500 |
|
1,986,258 |
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respiratory therapy |
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(8.6%, Due 1/2012) |
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Dealer Computer Services, Inc. |
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Manufacturing & Service- |
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Senior Term Debt (8) |
|
947,240 |
|
954,936 |
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(d/b/a Reynolds & Reynolds) |
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Systems for automotive retailers |
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(7.4%, Due 10/2012) |
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Defiance Acquisition Corporation |
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Manufacturing-trucking parts |
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Senior Term Debt (3) (5) |
|
6,325,000 |
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6,317,094 |
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(13.3%, Due 4/2010) |
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Doe & Ingalls Management LLC |
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Distributor-specialty chemicals |
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Senior Term Debt (5) |
|
4,300,000 |
|
4,310,750 |
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Doe & Ingalls of North Carolina |
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(9.8%, Due 11/2010) |
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Operating LLC |
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Senior Term Debt (3) (5) |
|
4,477,500 |
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4,483,097 |
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Doe & Ingalls of Florida Operating LLC |
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(13.3%, Due 11/2010) |
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Doe & Ingalls of Virginia Operating LLC |
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Doe & Ingalls of Maryland Operating LLC |
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Emdeon Business Services, Inc. |
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Service-healthcare technology |
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Senior Term Debt (6) |
|
2,479,803 |
|
2,486,483 |
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solutions |
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(7.6%, Due 11/2013) |
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Senior Subordinated Term Debt (6) |
|
2,013,952 |
|
2,030,000 |
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(10.4%, Due 5/2014) |
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Employment Solutions |
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Service-specialty staffing |
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Senior Term Debt (8) |
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2,992,989 |
|
2,996,241 |
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Management, Inc. |
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(8.3%, Due 10/2012) |
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Employbridge |
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|
Senior Subordinated Term Debt (8) |
|
3,000,495 |
|
3,000,000 |
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|
(12.3%, Due 10/2013) |
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Express Courier International, Inc. |
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Service-ground delivery and |
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Line of Credit (10) |
|
200,000 |
|
200,000 |
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logistics |
|
(9.6%, Due 6/2009) |
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Senior Term Debt (5) |
|
4,465,000 |
|
4,470,581 |
|
||
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|
|
|
|
(9.6%, Due 6/2011) |
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|
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||
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|
Senior Term Debt (3) (5) |
|
3,950,000 |
|
3,954,938 |
|
||
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|
|
|
|
(11.8%, Due 6/2011) |
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Finn Corporation |
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Manufacturing-landscape |
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Common Stock Warrants |
|
37,000 |
|
826,061 |
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||
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|
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equipment |
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|
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|
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FR X Ohmstede Holdings, LLC |
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Service & Manufacturing-heat |
|
Senior Term Debt (6) |
|
2,739,130 |
|
2,749,402 |
|
||
|
FR X Ohmstede Acquisitions Co. |
|
exchangers |
|
(7.9%, Due 8/2013) |
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|
|
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||
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|
|
|
|
Senior Subordinated Term Debt (6) |
|
3,011,583 |
|
3,052,500 |
|
||
|
|
|
|
|
(12.4%, Due 8/2014) |
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|
|
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4
GLADSTONE CAPITAL
CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF MARCH 31, 2007
(UNAUDITED)
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
Generac Acquisition Corp. |
|
Manufacturing-standby power |
|
Senior Term Debt (8) |
|
$ |
2,356,200 |
|
$ |
2,375,344 |
|
|
|
|
products |
|
(7.9%, Due 11/2013) |
|
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|
Global Materials |
|
Manufacturing-steel wool |
|
Senior Term Debt (3) (5) |
|
5,200,000 |
|
5,018,000 |
|
||
|
Technologies, Inc. |
|
products and metal fibers |
|
(14.3%, Due 11/2009) |
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||
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|
GTM Holdings, Inc. |
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Manufacturing-socks |
|
Senior Term Debt (6) |
|
498,750 |
|
501,244 |
|
||
|
Gold Toe Investment Corp. |
|
|
|
(8.1%, Due 10/2013) |
|
|
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|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
500,000 |
|
507,500 |
|
||
|
|
|
|
|
(11.4%, Due 4/2014) |
|
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||
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||
|
Greatwide Logistics |
|
Service - logistics and |
|
Senior Term Debt (6) |
|
3,990,000 |
|
4,009,950 |
|
||
|
Services, Inc. |
|
transportation |
|
(8.6%, Due 12/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
4,000,000 |
|
3,960,000 |
|
||
|
|
|
|
|
(11.9%, Due 6/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Harrington Holdings, Inc. |
|
Service - healthcare products |
|
Senior Term Debt (6) |
|
2,500,000 |
|
2,506,250 |
|
||
|
Harrington Acquisition Corp. |
|
distribution |
|
(7.8%, Due 1/2014) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
5,000,000 |
|
5,025,000 |
|
||
|
|
|
|
|
(11.3%, Due 1/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Hudson Products Holdings, Inc. |
|
Manufacturing-heat transfer |
|
Senior Term Debt (8) |
|
2,141,257 |
|
2,148,664 |
|
||
|
|
|
solutions |
|
(8.1%, Due 12/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
IPC Information Systems, LLC |
|
Manufacturing-specialized |
|
Senior Term Debt (6) |
|
236,810 |
|
238,290 |
|
||
|
|
|
telephony systems |
|
(7.9%, Due 9/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
It’s Just Lunch International, LLC |
|
Service-dating service |
|
Line of Credit (5) (11) |
|
550,000 |
|
545,875 |
|
||
|
|
|
|
|
(9.3%, Due 6/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
3,300,000 |
|
3,275,250 |
|
||
|
|
|
|
|
(9.6%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) (11) |
|
500,000 |
|
496,250 |
|
||
|
|
|
|
|
(11.8%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
John Henry Holdings, Inc. |
|
Manufacturing-packaging |
|
Senior Subordinated Term Debt (6) |
|
8,000,000 |
|
8,000,000 |
|
||
|
Multi Packaging Solutions, Inc. |
|
products |
|
(12.3%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Kinetek Acquisition Corp. |
|
Manufacturing-custom |
|
Senior Term Debt (6) |
|
1,505,605 |
|
1,507,157 |
|
||
|
|
|
engineered motors & controls |
|
(7.8%, Due 11/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
1,509,548 |
|
1,515,000 |
|
||
|
|
|
|
|
(10.8%, Due 5/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
LocalTel, Inc. |
|
Service-yellow pages |
|
Line of Credit (5) (12) |
|
1,035,000 |
|
983,250 |
|
||
|
|
|
publishing |
|
(9.8%, Due 6/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
2,687,500 |
|
2,418,750 |
|
||
|
|
|
|
|
(9.8%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) |
|
2,750,000 |
|
2,337,500 |
|
||
|
|
|
|
|
(12.3%, Due 6/2011) |
|
|
|
|
|
||
5
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF MARCH 31, 2007
(UNAUDITED)
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
MediMedia USA Inc. |
|
Service-healthcare and |
|
Senior Term Debt (8) |
|
$ |
1,074,835 |
|
$ |
1,075,667 |
|
|
|
|
pharmaceutical marketing |
|
(7.8%, Due 10/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Meteor Holding Corporation |
|
Manufacturing-bar code scanning |
|
Senior Term Debt (6) |
|
997,500 |
|
1,002,488 |
|
||
|
Metrologic Instruments, Inc. |
|
and data capture |
|
(8.1%, Due 12/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
500,000 |
|
505,000 |
|
||
|
|
|
|
|
(11.8%, Due 12/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Northern Contours |
|
Manufacturing-veneer and |
|
Senior Subordinated Term Debt (5) |
|
7,000,000 |
|
7,026,250 |
|
||
|
Northern Contours of Kentucky, Inc. |
|
laminate components |
|
(12.3%, Due 5/2010) |
|
|
|
|
|
||
|
Norcon Holding LLC |
|
|
|
|
|
|
|
|
|
||
|
Norcon Lewis LLC |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Pinnacle Treatment Centers, Inc. |
|
Service-Addiction treatment |
|
Line of Credit (13) |
|
— |
|
— |
|
||
|
|
|
centers |
|
(9.6%, Due 12/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
2,500,000 |
|
2,500,000 |
|
||
|
|
|
|
|
(9.6%, Due 12/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3)(5) |
|
4,500,000 |
|
4,500,000 |
|
||
|
|
|
|
|
(12.3%, Due 12/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Precision Acquisition Group |
|
Manufacturing-consumable |
|
Equipment Note (14) |
|
— |
|
— |
|
||
|
Holdings, Inc. |
|
components for the aluminum |
|
(9.8%, Due 10/2011) |
|
|
|
|
|
||
|
Precision Asset Acquisition |
|
industry |
|
Senior Term Debt (5) |
|
5,000,000 |
|
5,012,500 |
|
||
|
Company, LLC |
|
|
|
(9.8%, Due 10/2010) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3)(5) |
|
4,200,000 |
|
4,210,500 |
|
||
|
|
|
|
|
(11.8%, Due 10/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
PROFITSystems Acquisition Co. |
|
Service-design and develop |
|
Line of Credit (15) |
|
— |
|
— |
|
||
|
PROFITSystems, Inc. |
|
ERP software |
|
(9.6%, Due 7/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
2,950,000 |
|
2,957,375 |
|
||
|
|
|
|
|
(9.6%, Due 7/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3)(5) |
|
2,900,000 |
|
2,907,250 |
|
||
|
|
|
|
|
(11.8%, Due 7/201) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Puerto Rico Cable |
|
Service-telecommunications |
|
Senior Subordinated Term Debt (5)(6) |
|
7,805,906 |
|
7,794,524 |
|
||
|
Acquisition Company, Inc. |
|
|
|
(11.6%, Due 1/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Rally Parts, Inc. |
|
Manufacturing-aftermarket |
|
Senior Term Debt (8) |
|
1,193,021 |
|
1,198,153 |
|
||
|
Motorsport Aftermarket Group, Inc. |
|
motorcycle parts and accessories |
|
(7.9%, Due 11/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
RCS Management Holding Co. |
|
Service-healthcare supplies |
|
Senior Term Debt (3) (5) |
|
3,000,000 |
|
2,925,000 |
|
||
|
|
|
|
|
(9.8%, Due 1/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (4) (5) |
|
3,000,000 |
|
2,910,000 |
|
||
|
|
|
|
|
(12.3%, Due 1/2011) |
|
|
|
|
|
||
6
GLADSTONE CAPITAL
CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF MARCH 31, 2007
(UNAUDITED)
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
RedPrairie Holding, Inc. |
|
Service-design and develop |
|
Senior Term Debt (6) |
|
$ |
4,480,000 |
|
$ |
4,480,000 |
|
|
RedPrairie Corporation |
|
supply chain software |
|
(8.4%, Due 7/2012) |
|
|
|
|
|
||
|
Blue Cube Software, Inc. |
|
|
|
Senior Subordinated Term Debt (6) |
|
3,000,000 |
|
3,030,000 |
|
||
|
|
|
|
|
(11.9%, Due 1/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
RiskMetrics Group Holdings, LLC |
|
Service - develop risk and |
|
Senior Term Debt (6) |
|
2,000,000 |
|
2,012,500 |
|
||
|
|
|
wealth management solutions |
|
(7.6%, Due 1/2014) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
500,000 |
|
507,500 |
|
||
|
|
|
|
|
(10.6%, Due 7/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
RMK Acquisition Corporation |
|
Service - vending services |
|
Letter of Credit (8) |
|
65,841 |
|
66,171 |
|
||
|
ARAMARK Corporation |
|
|
|
(7.5%, Due 1/2014) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (8) |
|
921,289 |
|
925,895 |
|
||
|
|
|
|
|
(7.5%, Due 1/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
SCPH Holdings, Inc. |
|
Manufacturing-underwater |
|
Credit Facility (5) (16) |
|
500,000 |
|
500,000 |
|
||
|
Sea Con Phoenix, Inc. |
|
and harsh environment |
|
(9.8%, Due 2/2008) |
|
|
|
|
|
||
|
Phoenix Optix, Inc. |
|
components |
|
Senior Term Debt (5) |
|
2,275,000 |
|
2,277,844 |
|
||
|
|
|
|
|
(10.3%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) (20) |
|
2,812,500 |
|
2,913,750 |
|
||
|
|
|
|
|
(13.3%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
SCS Acquisition Corp. |
|
Service-chemically treated |
|
Senior Term Debt (5) (17) |
|
5,625,000 |
|
5,632,031 |
|
||
|
(d/b/a Specialty Coatings |
|
equipment distribution |
|
(9.3%, Due 12/2011) |
|
|
|
|
|
||
|
Systems) |
|
|
|
Senior Term Debt (3) (5) (17) |
|
6,550,000 |
|
6,558,188 |
|
||
|
|
|
|
|
(11.3%, Due 12/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Thibaut Acquisition Co. |
|
Service-design and disbribute |
|
Credit Facility (5) (18) |
|
500,000 |
|
500,000 |
|
||
|
|
|
wall covering |
|
(9.8%, Due 1/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
3,062,500 |
|
3,066,328 |
|
||
|
|
|
|
|
(9.8%, Due 1/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) |
|
3,000,000 |
|
3,003,750 |
|
||
|
|
|
|
|
(12.3%, Due 1/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Visual Edge Technology, Inc. |
|
Service-office equipment |
|
Senior Subordinated Term Debt (5) |
|
5,000,000 |
|
3,750,000 |
|
||
|
Graphic Enterprises, Inc. |
|
distribution |
|
(13.3%, Due 8/2011) |
|
|
|
|
|
||
|
Copeco, Inc. |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Wesco Holdings, Inc. |
|
Service-aerospace parts and |
|
Senior Term Debt (6) |
|
2,525,125 |
|
2,518,750 |
|
||
|
Wesco Aircraft Hardware Corp. |
|
distribution |
|
(7.6%, Due 9/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
2,272,298 |
|
2,295,000 |
|
||
|
|
|
|
|
(11.1%, Due 3/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Westlake Hardware, Inc. |
|
Retail-hardware and variety |
|
Senior Subordinated Term Debt (5) |
|
15,000,000 |
|
14,943,750 |
|
||
|
WHI Holding Corp. |
|
|
|
(12.6%, Due 1/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Winchester Electronics |
|
Manufacturing-high bandwidth |
|
Senior Term Debt (3) (5) |
|
6,000,000 |
|
6,015,000 |
|
||
|
|
|
connectors and cables |
|
(12.3%, Due 6/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
WP Evenflo Group Holdings Inc. |
|
Manufacturing-infant and |
|
Senior Term Debt (6) |
|
1,995,000 |
|
2,004,975 |
|
||
|
WP Evenflo Acquisition, Inc. |
|
juvenile products |
|
(7.8%, Due 2/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
2,000,000 |
|
2,010,000 |
|
||
|
|
|
|
|
(11.3%, Due 2/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Total: |
|
|
|
|
|
$ |
281,525,450 |
|
$ |
280,242,688 |
|
7
(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, 2007 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 opinions of value submitted by Standard & Poor’s Securities Evaluations, Inc.
(6) Marketable securities, such as syndicated loans, are valued based on the indicative bid price, as of March 30, 2007, from the respective originating syndication agent’s trading desk.
(7) Investment valued at cost due to recent acquisition.
(8) Investment valued at pending trade amount.
(9) Availability under the credit facility totals $1,500,000. Borrowings of $450,000 were outstanding at March 31, 2007.
(10) Availability under the credit facility totals $1,500,000. Borrowings of $200,000 were outstanding at March 31, 2007.
(11) Remaining availability under the revolving credit facility totals $200,000, borrowings of $550,000 were outstanding at March31, 2007. The company may borrow an additional $1,750,000 of the senior term debt facility, subject to certain conditions including Gladstone Capital’s approval, borrowings of $500,000 were outstanding at March 31, 2007.
(12) Availability under the credit facility totals $2,000,000. Borrowings of $1,035,000 were outstanding at March 31, 2007.
(13) Availability under the credit facility totals $500,000. There were no borrowings outstanding at March 31, 2007.
(14) The company may borrow up to $1,000,000 for purposes of acquiring equipment. There were no borrowings outstanding at March 31, 2007.
(15) Availability under the credit facility totals $1,250,000. There were no borrowings outstanding at March 31, 2007.
(16) Availability under the credit facility totals $500,000. Borrowings of $500,000 were outstanding at March 31, 2007.
(17) The company may borrow up to an additional $875,000 to finance capital expenditures.
(18) Availability under the credit facility totals $1,000,000. Borrowings of $500,000 were outstanding at March 31, 2007.
(19) Includes a success fee with a $180,800 fair value and no cost basis.
(20) Includes a success fee with a $94,219 fair value and no cost basis.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
8
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF SEPTEMBER 30, 2006
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
ActivStyle Acquisition Co. |
|
Service-medical products |
|
Line of Credit (16) |
|
$ |
— |
|
$ |
— |
|
|
ActivStyle, Inc. |
|
distribution |
|
(9.6%, Due 7/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
3,200,000 |
|
3,200,000 |
|
||
|
|
|
|
|
(9.6%, Due 7/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) |
|
2,500,000 |
|
2,500,000 |
|
||
|
|
|
|
|
(11.8%, Due 7/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Advanced Homecare Management, Inc. |
|
Service-home health nursing |
|
Senior Subordinated Term Debt(5)(6) |
|
5,000,000 |
|
5,000,000 |
|
||
|
|
|
services |
|
(11.33%, Due 12/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Allied Extruders, LLC |
|
Manufacturing-polyethylene |
|
Senior Real Estate Term Debt |
|
1,000,000 |
|
1,000,000 |
|
||
|
P&O Packaging Acquisition LLC |
|
film |
|
(9.8%, Due 3/2011) |
|
|
|
|
|
||
|
|
|
|
|
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) |
|
5,145,019 |
|
5,157,881 |
|
||
|
|
|
|
|
(10.8%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) |
|
8,585,125 |
|
8,628,051 |
|
||
|
|
|
|
|
(13.8%, Due 2/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Benetech, Inc. |
|
Service & Manufacturing-dust |
|
Senior Term Debt (5) |
|
2,112,500 |
|
2,144,187 |
|
||
|
|
|
management systems for the |
|
(10.3%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
coal and electric utility |
|
Senior Term Debt (3) (5) |
|
3,046,875 |
|
3,107,813 |
|
||
|
|
|
industries |
|
(13.3%, Due 5/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Bresnan Communications, LLC |
|
Service-telecommunications |
|
Senior Term Debt (6) |
|
1,002,115 |
|
997,500 |
|
||
|
|
|
|
|
(7.2%, Due 9/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt |
|
1,511,554 |
|
1,533,750 |
|
||
|
|
|
|
|
(9.9%, Due 3/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Consolidated Bedding, Inc. |
|
Manufacturing-mattresses |
|
Senior Subordinated Term Debt (5) |
|
2,438,359 |
|
2,306,991 |
|
||
|
|
|
|
|
(14.4%, Due 3/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Country Road |
|
Service-telecommunications |
|
Senior Subordinated Term Debt (5) (6) |
|
5,961,594 |
|
6,015,000 |
|
||
|
Communications LLC |
|
|
|
(13.3%, Due 7/2013) |
|
|
|
|
|
||
|
Country Road Management, Inc. |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Defiance Stamping Company |
|
Manufacturing-trucking parts |
|
Senior Term Debt (3) (5) |
|
6,325,000 |
|
6,332,906 |
|
||
|
|
|
|
|
(13.3%, Due 4/2010) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Doe & Ingalls Management LLC |
|
Distributor-specialty chemicals |
|
Senior Term Debt (5) |
|
4,700,000 |
|
4,723,500 |
|
||
|
Doe & Ingalls of North Carolina |
|
|
|
(9.8%, Due 11/2010) |
|
|
|
|
|
||
|
Operating LLC |
|
|
|
Senior Term Debt (3) (5) |
|
4,500,000 |
|
4,516,875 |
|
||
|
Doe & Ingalls of Florida Operating LLC |
|
|
|
(13.3%, Due 11/2010) |
|
|
|
|
|
||
|
Doe & Ingalls of Virginia Operating LLC |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Express Courier International, Inc. |
|
Service-ground delivery and |
|
Line of Credit (7) |
|
— |
|
— |
|
||
|
|
|
logistics |
|
(9.6%, Due 6/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
4,700,000 |
|
4,700,000 |
|
||
|
|
|
|
|
(9.6%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) |
|
3,950,000 |
|
3,950,000 |
|
||
|
|
|
|
|
(11.8%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Finn Corporation |
|
Manufacturing-landscape |
|
Common Stock Warrants |
|
37,000 |
|
709,431 |
|
||
|
|
|
equipment |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
9
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF SEPTEMBER 30, 2006
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
FR X Ohmstede Holdings, LLC |
|
Service & Manufacturing-heat |
|
Senior Term Debt (6) |
|
$ |
3,000,000 |
|
$ |
3,026,250 |
|
|
FR X Ohmstede Acquisitions Co. |
|
exchangers |
|
(8.5%, Due 8/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6) |
|
3,012,369 |
|
3,030,000 |
|
||
|
|
|
|
|
(12.5%, Due 8/2014) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Global Materials |
|
Manufacturing-steel wool |
|
Senior Term Debt (3) (5) |
|
5,300,000 |
|
5,233,750 |
|
||
|
Technologies, Inc. |
|
products and metal fibers |
|
(14.3%, Due 11/2009) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
It’s Just Lunch International, LLC |
|
Service-dating service |
|
Line of Credit (12) (5) |
|
200,000 |
|
199,500 |
|
||
|
|
|
|
|
(9.2%, Due 6/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (13) (5) |
|
3,300,000 |
|
3,291,750 |
|
||
|
|
|
|
|
(9.6%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (14) |
|
— |
|
— |
|
||
|
|
|
|
|
(11.8%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
John Henry Holdings, Inc. |
|
Manufacturing-packaging |
|
Senior Subordinated Term Debt (6) |
|
8,000,000 |
|
8,000,000 |
|
||
|
Multi Packaging Solutions, Inc. |
|
products |
|
(12.5%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
LocalTel, Inc. |
|
Service-yellow pages |
|
Line of Credit (5) (15) |
|
350,000 |
|
343,000 |
|
||
|
|
|
publishing |
|
(9.8%, Due 6/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
2,687,500 |
|
2,633,750 |
|
||
|
|
|
|
|
(9.8%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (5) |
|
2,750,000 |
|
2,695,000 |
|
||
|
|
|
|
|
(12.3%, Due 6/2011) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Mistras Holdings Corp. |
|
Service & Manufacturing- |
|
Senior Term Debt (3) (5) |
|
9,499,999 |
|
9,737,499 |
|
||
|
|
|
nondestructive testing |
|
(11.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
|
instruments, systems |
|
Senior Term Debt (4) (5) (18) |
|
5,250,001 |
|
5,620,124 |
|
||
|
|
|
and services |
|
(12.5%, Due 8/2008) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Network Solutions LLC |
|
Service-internet domain registry |
|
Senior Term Debt (6) |
|
4,464,358 |
|
4,499,747 |
|
||
|
|
|
and host |
|
(10.4%, Due 1/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Northern Contours |
|
Manufacturing-veneer and |
|
Senior Subordinated Term Debt (5) |
|
7,000,000 |
|
7,017,500 |
|
||
|
Northern Contours of Kentucky, Inc. |
|
laminate components |
|
(12.3%, Due 5/2010) |
|
|
|
|
|
||
|
Norcon Holding LLC |
|
|
|
|
|
|
|
|
|
||
|
Norcon Lewis LLC |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
PROFITSystems Acquisition Co. |
|
Service-design and develop |
|
Line of Credit (17) |
|
— |
|
— |
|
||
|
PROFITSystems, Inc. |
|
ERP software |
|
(9.6%, Due 7/2009) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
3,100,000 |
|
3,100,000 |
|
||
|
|
|
|
|
(9.6%, Due 7/2011) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (5) |
|
2,900,000 |
|
2,900,000 |
|
||
|
|
|
|
|
(11.8%, Due 7/201) (3) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Puerto Rico Cable |
|
Service-telecommunications |
|
Senior Subordinated Term Debt (5)(6) |
|
7,813,274 |
|
7,775,183 |
|
||
|
Acquisition Company, Inc. |
|
|
|
(11.6%, Due 1/2012) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
QCE, LLC (d/b/a Quiznos Corp.) |
|
Service-restaurant franchisor |
|
Senior Term Debt (6) |
|
3,010,713 |
|
2,977,538 |
|
||
|
|
|
|
|
(7.6%, Due 5/2013) |
|
|
|
|
|
||
|
|
|
|
|
Senior Term Debt (3) (6) |
|
3,045,560 |
|
3,033,750 |
|
||
|
|
|
|
|
(11.1%, Due 11/2013) |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
10
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF SEPTEMBER 30, 2006
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
RCS Management Holding Co. |
|
Service-healthcare supplies |
|
Senior Term Debt (3) (5) |
|
$ |
3,000,000 |
|
$ |
||