UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2009
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
(Registrant’s 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12 b-2 of the Exchange Act.
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Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller reporting company 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 May 5, 2009 was 21,087,574.
GLADSTONE CAPITAL CORPORATION
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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2 |
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Condensed Consolidated Schedules of Investments as of March 31, 2009 and September 30, 2008 |
3 |
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11 |
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12 |
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Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2009 and 2008 |
13 |
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Financial Highlights for the three and six months ended March 31, 2009 and 2008 |
14 |
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15 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
29 |
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29 |
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31 |
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38 |
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46 |
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46 |
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47 |
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47 |
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48 |
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48 |
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48 |
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49 |
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49 |
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49 |
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1
GLADSTONE CAPITAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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March 31, |
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September 30, |
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2009 |
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2008 |
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ASSETS |
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Non-Control/Non-Affiliate investments (Cost 3/31/09: $417,063; 9/30/08: $448,356) |
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$ |
369,595 |
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$ |
407,153 |
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Control investments (Cost 3/31/09: $27,500; 9/30/08: $12,514) |
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15,502 |
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780 |
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||
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Total investments at fair value (Cost 3/31/09: $444,563; 9/30/08: $460,870) |
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385,097 |
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407,933 |
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Cash |
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10,529 |
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6,493 |
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Interest receivable — investments in debt securities |
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3,473 |
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3,588 |
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Interest receivable — employees (Refer to Note 4) |
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117 |
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91 |
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Due from custodian |
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10,132 |
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4,544 |
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Deferred financing fees |
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637 |
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1,905 |
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Prepaid assets |
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249 |
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306 |
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Other assets |
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1,156 |
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838 |
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TOTAL ASSETS |
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$ |
411,390 |
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$ |
425,698 |
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LIABILITIES |
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Accounts payable |
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$ |
8 |
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$ |
8 |
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Interest payable |
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481 |
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646 |
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Fee due to Administrator (Refer to Note 4) |
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211 |
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247 |
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Due to Adviser (Refer to Note 4) |
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691 |
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457 |
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Borrowings under line of credit |
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153,370 |
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151,030 |
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Accrued expenses and deferred liabilities |
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1,295 |
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1,328 |
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Funds held in escrow |
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121 |
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234 |
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TOTAL LIABILITIES |
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156,177 |
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153,950 |
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NET ASSETS |
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$ |
255,213 |
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$ |
271,748 |
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ANALYSIS OF NET ASSETS |
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Common stock, $0.001 par value, 50,000,000 shares authorized and 21,087,574 shares issued and outstanding at March 31, 2009 and September 30, 2008 |
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$ |
21 |
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$ |
21 |
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Capital in excess of par value |
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334,140 |
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334,143 |
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Notes receivable — employees (Refer to Note 4) |
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(9,171 |
) |
(9,175 |
) |
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Net unrealized depreciation on investments |
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(59,466 |
) |
(52,937 |
) |
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Unrealized depreciation on derivative |
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— |
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(304 |
) |
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Distributions in excess of net investment income |
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(10,311 |
) |
— |
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TOTAL NET ASSETS |
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$ |
255,213 |
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$ |
271,748 |
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NET ASSETS PER SHARE |
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$ |
12.10 |
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$ |
12.89 |
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
2
GLADSTONE CAPITAL CORPORATION
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF MARCH 31, 2009
(DOLLAR AMOUNTS IN THOUSANDS)
(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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NON-CONTROL/NON-AFFILIATE INVESTMENTS |
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Non-syndicated Loans: |
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Access Television Network, Inc. |
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Service-cable airtime (infomercials) |
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Senior Term Debt (10.5%, Due 6/2009) (5) (9) |
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$ |
1,313 |
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$ |
1,290 |
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ACE Expediters, Inc |
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Service-over-the-ground logistics |
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Senior Term Debt (13.5%, Due 1/2012) (5) |
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5,000 |
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4,650 |
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Common Stock Warrants (8) (14) |
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200 |
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698 |
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ActivStyle Acquisition Co. |
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Service-medical products distribution |
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Line of Credit, $1,500 available (4.7%, Due 7/2009) (5) |
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1,500 |
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1,477 |
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Senior Term Debt (8.5%, Due 9/2012) (5) |
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4,524 |
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4,456 |
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Senior Term Debt (10.5%, Due 9/2012) (3) (5) (9) |
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4,435 |
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4,256 |
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Allison Publications, LLC |
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Service-publisher of consumer oriented magazines |
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Senior Term Debt (10.0%, Due 9/2012) (5) |
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10,019 |
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8,469 |
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Anitox Acquisition Company |
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Manufacturing-preservatives for animal feed |
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Line of Credit, $3,000 available (4.7%, Due 1/2010) (5) |
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2,000 |
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1,860 |
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Senior Term Debt (8.5%, Due 1/2012) (5) |
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3,151 |
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2,930 |
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Senior Term Debt (10.5%, Due 1/2012) (3) (5) |
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3,688 |
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3,356 |
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Badanco Acquisition Corp. |
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Service-luggage design and distribution |
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Senior Subordinated Term Debt (non-accrual, Due 7/2012) (5) (10) |
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9,409 |
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4,704 |
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BAS Broadcasting |
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Service-radio station operator |
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Senior Term Debt (11.5%, Due 7/2013) (5) |
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7,300 |
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6,752 |
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Senior Term Debt (12.0%, Due 7/2009) (3) (5) |
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950 |
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929 |
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CCS, LLC |
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Service-cable TV franchise owner |
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Senior Term Debt (non-accrual, Due 8/2008) (5) (10) |
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631 |
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221 |
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Chinese Yellow Pages Company |
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Service-publisher of Chinese language directories |
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Line of Credit, $700 available (7.3%, Due 9/2010) (5) |
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675 |
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602 |
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Senior Term Debt (7.3%, Due 9/2010) (5) |
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610 |
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539 |
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Clinton Holdings, LLC |
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Distribution-aluminum sheets and stainless steel |
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Senior Subordinated Term Debt (12.0%, Due 1/2013) (5) |
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15,500 |
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14,241 |
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Common Stock Warrants (8) (14) |
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109 |
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— |
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CMI Acquisition, LLC |
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Service-recycling |
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Senior Subordinated Term Debt (7.5%, Due 11/2012) (5) |
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6,414 |
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5,837 |
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Defiance Acquisition Corp. |
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Manufacturing-trucking parts |
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Senior Term Debt (11.0%, Due 4/2010) (3) (5) |
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6,305 |
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4,413 |
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Doe & Ingalls Management LLC |
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Distributor-specialty chemicals |
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Senior Term Debt (6.8%, Due 11/2010) (5) |
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2,700 |
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2,551 |
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Senior Term Debt (7.8%, Due 11/2010) (3) (5) |
|
4,388 |
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4,124 |
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Finn Corporation |
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Manufacturing-landscape equipment |
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Common Stock Warrants (8) (14) |
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37 |
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1,800 |
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GFRC Holdings LLC |
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Manufacturing-glass-fiber reinforced concrete |
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Line of Credit, $2,000 available (4.7%, Due 12/2010) (5) |
|
750 |
|
731 |
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Senior Term Debt (9.0%, Due 12/2012) (5) |
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6,975 |
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6,661 |
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||
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Senior Subordinated Term Debt (11.5%, Due 12/2012) (3) (5) |
|
6,682 |
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6,307 |
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||
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Global Materials Technologies, Inc. |
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Manufacturing-steel wool products and metal fibers |
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Senior Term Debt (13.0%, Due 11/2009) (3) (5) |
|
4,510 |
|
4,014 |
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||
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Heartland Communications Group |
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Service-radio station operator |
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Senior Term Debt (10.0%, Due 5/2011) (5) |
|
4,574 |
|
3,180 |
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Interfilm Holdings, Inc. |
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Service-slitter and distributor of plastic films |
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Senior Term Debt (10.5%, Due 10/2012) (5) |
|
4,975 |
|
4,589 |
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||
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International Junior Golf Training Acquisition Company |
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Service-golf training |
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Line of Credit, $1,500 available (9.0%, Due 5/2010) (5) |
|
1,400 |
|
1,330 |
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||
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Senior Term Debt (4.7%, Due 5/2012) (5) |
|
2,352 |
|
2,152 |
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|||||
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Senior Term Debt (10.5%, Due 5/2012) (3) (5) |
|
2,500 |
|
2,231 |
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||
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It’s Just Lunch International, LLC |
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Service-dating service |
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Senior Term Debt (10.0%, Due 6/2012) (5) |
|
4,350 |
|
4,132 |
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||
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KMBQ Corporation |
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Service-AM/FM radio broadcaster |
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Line of Credit, $200 available (11.0%, Due 3/2010) (5) |
|
153 |
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76 |
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Senior Term Debt (11.0%, Due 3/2010) (5) |
|
1,788 |
|
890 |
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||
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Legend Communications of Wyoming LLC |
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Service-operator of radio stations |
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Line of Credit, $500 available (11.0%, Due 6/2011) (5) |
|
497 |
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475 |
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||
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Senior Term Debt (11.0%, Due 6/2013) (5) |
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9,250 |
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8,834 |
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||
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Multi-Ag Media LLC |
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Service-dairy magazine publisher/ information database |
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Senior Term Debt (7.3%, Due 12/2009) (5) |
|
1,792 |
|
1,516 |
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3
GLADSTONE CAPITAL CORPORATION
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF MARCH 31, 2009
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
|
Company (1) |
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Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
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|
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|
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|
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Newhall Holdings, Inc. |
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Service-distributor of personal care products and |
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Line of Credit, $3,000 available (11.3%, Due 5/2010) (5) |
|
$ |
300 |
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$ |
270 |
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supplements |
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Senior Term Debt (5) (11.3%, Due 5/2012) (5) |
|
4,050 |
|
3,645 |
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||
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|
|
|
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Senior Term Debt (14.3%, Due 5/2012) (3) (5) |
|
4,455 |
|
3,943 |
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||
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Northern Contours, Inc. |
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Manufacturing-veneer and laminate components |
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Senior Subordinated Term Debt (10.0%, Due 5/2010) (5) |
|
6,737 |
|
5,845 |
|
||
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|
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Pinnacle Treatment Centers, Inc. |
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Service-Addiction treatment centers |
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Line of Credit, $500 available (4.7%, Due 12/2009) |
|
— |
|
— |
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||
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|
|
|
|
Senior Term Debt (8.5%, Due 12/2011) (5) |
|
3,150 |
|
2,945 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 12/2011) (3) (5) |
|
7,500 |
|
6,938 |
|
||
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Precision Acquisition Group Holdings, Inc. |
|
Manufacturing-consumable components for the |
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Equipment Note, $1,500 available (8.5%, Due 10/2011) (5) |
|
1,000 |
|
975 |
|
||
|
|
|
aluminum industry |
|
Senior Term Debt (8.5%, Due 10/2010) (5) |
|
4,500 |
|
4,388 |
|
||
|
|
|
|
|
Senior Term Debt (11.5%, Due 10/2010) (3) (5) |
|
4,116 |
|
4,013 |
|
||
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|
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||
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PROFITSystems Acquisition Co. |
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Service-design and develop ERP software |
|
Line of Credit, $1,250 available (4.7%, Due 7/2009) |
|
— |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (8.5%, Due 7/2011) (5) |
|
1,900 |
|
1,724 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 7/2011) (3) (5) |
|
2,900 |
|
2,596 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
RCS Management Holding Co. |
|
Service-healthcare supplies |
|
Senior Term Debt (8.5%, Due 1/2011) (3) (5) |
|
2,687 |
|
2,506 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 1/2011) (4) (5) |
|
3,060 |
|
2,808 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Reliable Biopharmaceutical Holdings, Inc. |
|
Manufacturing-pharmaceutical and biochemical |
|
Line of Credit, $5,000 available (9.0%, Due 10/2010) (5) |
|
1,700 |
|
1,624 |
|
||
|
|
|
intermediates |
|
Mortgage Note (9.5%, Due 10/2014) (5) |
|
7,369 |
|
7,111 |
|
||
|
|
|
|
|
Senior Term Debt (9.0%, Due 10/2012) (5) |
|
1,665 |
|
1,590 |
|
||
|
|
|
|
|
Senior Term Debt (11.0%, Due 10/2012) (3) (5) |
|
11,873 |
|
11,190 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (12.0%, Due 10/2013) (5) |
|
6,000 |
|
5,250 |
|
||
|
|
|
|
|
Common Stock Warrants (8) (14) |
|
209 |
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Saunders & Associates |
|
Manufacturing-equipment provider for frequency |
|
Line of Credit, $2,500 available (5.0%, Due 5/2009) (5) |
|
2,500 |
|
2,425 |
|
||
|
|
|
control devices |
|
Senior Term Debt (9.8%, Due 5/2013) (5) |
|
10,835 |
|
10,510 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
SCI Cable, Inc. |
|
Service-cable, internet, voice provider |
|
Senior Term Debt (9.3%, Due 10/2008) (5) (11) |
|
2,710 |
|
678 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Sunburst Media - Louisiana, LLC |
|
Service-radio station operator |
|
Senior Term Debt (10.5%, Due 6/2011) (5) |
|
6,422 |
|
5,610 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Sunshine Media Holdings |
|
Service-publisher regional B2B trade magazines |
|
Senior Term Debt (11.0%, Due 5/2012) (5) |
|
17,000 |
|
15,725 |
|
||
|
|
|
|
|
Senior Term Debt (13.5%, Due 5/2012) (3) (5) |
|
10,700 |
|
9,684 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Thibaut Acquisition Co. |
|
Service-design and disbribute wall covering |
|
Line of Credit, $1,000 available (5.5%, Due 1/2011) (5) |
|
1,000 |
|
915 |
|
||
|
|
|
|
|
Senior Term Debt (5.5%, Due 1/2011) (5) |
|
1,662 |
|
1,521 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 1/2011) (3) (5) |
|
3,000 |
|
2,663 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Tulsa Welding School |
|
Service-private welding school |
|
Line of credit, $750 available (9.5%, 9/2011) (5) |
|
— |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (9.5%, 9/2013) (5) |
|
4,250 |
|
4,208 |
|
||
|
|
|
|
|
Senior Term Debt (12.8%, 9/2013) (5) |
|
8,000 |
|
7,900 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Vanta Core |
|
Service-acquisition of aggregate quarries |
|
Senior Subordinated Term Debt (12.0%, 8/2013) (5) |
|
13,865 |
|
13,622 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Viapack, Inc. |
|
Manufacturing-polyethylene film |
|
Senior Real Estate Term Debt (10.0%, Due 3/2011) (5) |
|
800 |
|
720 |
|
||
|
|
|
|
|
Senior Term Debt (13.0%, Due 3/2011) (3) (5) |
|
4,062 |
|
3,636 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Visual Edge Technology, Inc. |
|
Service-office equipment distribution |
|
Senior Subordinated Term Debt (15.5%, Due 8/2011) (5) |
|
5,000 |
|
3,750 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Westlake Hardware, Inc. |
|
Retail-hardware and variety |
|
Senior Subordinated Term Debt (9.0%, Due 1/2011) (5) |
|
15,000 |
|
13,538 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (10.3%, Due 1/2011) (5) |
|
10,000 |
|
8,800 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Winchester Electronics |
|
Manufacturing-high bandwidth connectors and cables |
|
Senior Term Debt (7.0%, Due 5/2013) (5) |
|
438 |
|
419 |
|
||
|
|
|
|
|
Senior Term Debt (6.1%, Due 5/2013) (5) |
|
1,690 |
|
1,547 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (14.0%, Due 6/2013) (5) |
|
9,925 |
|
8,920 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Subtotal - Non-syndicated loans |
|
|
|
|
|
347,436 |
|
313,425 |
|
||
4
GLADSTONE CAPITAL CORPORATION
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF MARCH 31, 2009
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Syndicated Loans: |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
AKQA Holdings |
|
Service - market and advertising |
|
Senior Term Debt (5.7%, Due 3/2013) (6) |
|
8,367 |
|
8,976 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Bresnan Communications, LLC |
|
Service-telecommunications |
|
Senior Term Debt (3.6%, Due 9/2013) (7) |
|
3,001 |
|
2,624 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (5.0%, Due 3/2014) (7) |
|
1,508 |
|
1,088 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
CHG Companies, Inc. |
|
Service-healthcare staffing |
|
Letter of Credit, $400 available (1.1%, Due 12/2012) (7) |
|
400 |
|
333 |
|
||
|
|
|
|
|
Senior Term Debt (3.0%, Due 12/2012) (7) |
|
1,519 |
|
1,265 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6.5%, Due 12/2013) (6) |
|
500 |
|
429 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Emdeon Business Services, Inc. |
|
Service-healthcare technology solutions |
|
Senior Term Debt (2.5%, Due 11/2013) (7) |
|
2,293 |
|
2,008 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (5.5%, Due 5/2014) (7) |
|
2,010 |
|
1,463 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
GTM Holdings, Inc. |
|
Manufacturing-socks |
|
Senior Term Debt (8.5%, Due 10/2013) (7) |
|
489 |
|
271 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (11.8%, Due 4/2014) (6) |
|
500 |
|
416 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Harrington Holdings, Inc. |
|
Service - healthcare products distribution |
|
Senior Term Debt (2.8%, Due 1/2014) (7) |
|
2,431 |
|
2,064 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6.5%, Due 1/2014) (7) |
|
5,000 |
|
3,050 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
John Henry Holdings, Inc. |
|
Manufacturing-packaging products |
|
Senior Subordinated Term Debt (7.6%, Due 6/2011) (6) |
|
8,000 |
|
6,394 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Kinetek Acquisition Corp. |
|
Manufacturing-custom engineered motors & controls |
|
Senior Term Debt (3.0%, Due 11/2013) (6) |
|
1,440 |
|
1,046 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6.0%, Due 5/2014) (6) |
|
1,507 |
|
1,218 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Puerto Rico Cable Acquisition Company, Inc. |
|
Service-telecommunications |
|
Senior Subordinated Term Debt (8.0%, Due 1/2012) (6) |
|
7,181 |
|
5,974 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
RedPrairie Holding, Inc. |
|
Service-design and develop supply chain software |
|
Senior Term Debt (4.3%, Due 7/2012) (7) |
|
4,390 |
|
3,062 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (7.7%, Due 1/2013) (7) |
|
3,000 |
|
1,493 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
RiskMetrics Group Holdings, LLC |
|
Service - develop risk and wealth management solutions |
|
Senior Term Debt (3.2%, Due 1/2014) (7) |
|
1,937 |
|
1,762 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
United Maritime Group, LLC |
|
Service-cargo transport |
|
Senior Subordinated Term Debt (8.0%, Due 12/2013) (6) |
|
5,529 |
|
4,942 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Wesco Holdings, Inc. |
|
Service-aerospace parts and distribution |
|
Senior Term Debt (2.7%, Due 9/2013) (7) |
|
2,449 |
|
1,984 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6.2%, Due 3/2014) (6) |
|
2,266 |
|
1,632 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
WP Evenflo Group Holdings Inc. |
|
Manufacturing-infant and juvenile products |
|
Senior Term Debt (3.3%, Due 2/2013) (6) (12) |
|
1,910 |
|
1,220 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (6.8%, Due 2/2014) (6) (12) |
|
2,000 |
|
1,456 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Subtotal - Syndicated loans |
|
|
|
|
|
69,627 |
|
56,170 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Total Non-Control/Non-Affiliate Investments |
|
|
|
$ |
417,063 |
|
$ |
369,595 |
|
||
5
GLADSTONE CAPITAL CORPORATION
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
AS OF MARCH 31, 2009
(DOLLAR AMOUNTS IN THOUSANDS)
(UNAUDITED)
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
CONTROL INVESTMENTS |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
BERTL, Inc. |
|
Service-web-based evaluator of digital imaging products |
|
Line of Credit, $842 available (6.7%, Due 10/2009) (13) (15) |
|
$ |
842 |
|
$ |
— |
|
|
|
|
|
|
Common Stock (8) (15) |
|
424 |
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Lindmark Acquisition, LLC |
|
Service-advertising |
|
Senior Subordinated Term Debt (11.3%, Due 10/2012) (14) |
|
12,000 |
|
12,000 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (13.0%, Due 10/2012)(14) |
|
1,264 |
|
1,264 |
|
||
|
|
|
|
|
Common Stock (8) (14) |
|
1 |
|
1 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
LYP Holdings Corp. |
|
Service-yellow pages publishing |
|
Line of credit, $1,250 available (10.0%, 5/2009) (15) |
|
603 |
|
603 |
|
||
|
|
|
|
|
Senior Term Debt (12.5%, Due 2/2012) (15) |
|
250 |
|
250 |
|
||
|
|
|
|
|
Line of Credit, $3,000 available (5.0%, Due 6/2009) (15) |
|
1,170 |
|
864 |
|
||
|
|
|
|
|
Senior Term Debt (8.5%, Due 6/2011) (15) |
|
2,687 |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 6/2011) (3) (15) |
|
2,750 |
|
— |
|
||
|
|
|
|
|
Common Stock Warrants (8) (15) |
|
1 |
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
U.S. Healthcare Communications, Inc. |
|
Service-magazine publisher/operator |
|
Line of credit, $200 available (non-accrual, Due 3/2010) (10) (15) |
|
169 |
|
169 |
|
||
|
|
|
|
|
Line of credit, $450 available (non-accrual, Due 3/2010) (10) (15) |
|
450 |
|
351 |
|
||
|
|
|
|
|
Common Stock (8) (15) |
|
2,470 |
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Western Directories, Inc. |
|
Service-directory publisher |
|
Line of credit, $1,000 available (10%, Due 8/2009) (15) |
|
834 |
|
— |
|
||
|
|
|
|
|
Preferred Stock (8) (15) |
|
1,584 |
|
— |
|
||
|
|
|
|
|
Common Stock (8) (15) |
|
1 |
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Total Control Investments |
|
|
|
|
|
$ |
27,500 |
|
$ |
15,502 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Total Investments |
|
|
|
|
|
$ |
444,563 |
|
$ |
385,097 |
|
|
(1) |
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company. |
|
(2) |
Percentage represents interest rates in effect at March 31, 2009 and due date represents the contractual maturity date. |
|
(3) |
Last Out Tranche of senior debt, meaning if the portfolio 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 portfolio company is liquidated then the holder of the Last Out Tranche is paid after the senior debt, however, the debt is also junior to another Last Out Tranche. |
|
(5) |
Fair value was based on opinions of value submitted by Standard & Poor’s Securities Evaluations, Inc. |
|
(6) |
Security valued using internally-developed, risk-adjusted discounted cash flow methodologies as of March 31, 2009. |
|
(7) |
Security valued based on the transaction sale price subsequent to March 31, 2009 (see Note 11). |
|
(8) |
Security is non-income producing. |
|
(9) |
Access Television and ActivStyle include success fees with fair values of $10 and $65, respectively. |
|
(10) |
Badanco, CCS and U.S. Healthcare are currently past due on interest payments and are on non-accrual. |
|
(11) |
SCI Cable’s loan expired in October 2008. The Company is actively working to recover amounts due under this loan, however, there is no assurance that there will be a full recovery of amounts past due. |
|
(12) |
WP Evenflo was past due as of March 31, 2009. The Company is actively working to recover amounts due under the loans, however, there is no assurance that there will be a full recovery of amounts past due. |
|
(13) |
BERTL’s interest is currently being capitalized as Paid in Kind (“PIK”) interest. |
|
(14) |
Lindmark valued at cost due to recent restructuring as a control investment. |
|
(15) |
Fair value was based on the total enterprise value of the portfolio company, which was calculated using a liquidity waterfall approach. |
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
6
GLADSTONE CAPITAL CORPORATION
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF SEPTEMBER 30, 2008
(DOLLAR AMOUNTS IN THOUSANDS)
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
NON-CONTROL/NON-AFFILIATE INVESTMENTS |
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||
|
Non-syndicated Loans: |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Access Television Network, Inc. |
|
Service-cable airtime (infomercials) |
|
Senior Term Debt (10.5%, Due 3/2009) (6) |
|
$ |
1,923 |
|
$ |
1,774 |
|
|
|
|
|
|
|
|
|
|
|
|
||
|
ACE Expediters, Inc |
|
Service - over-the-ground logistics |
|
Line of Credit, $850 available (6.0%, Due 1/2011) |
|
— |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (9.8%, Due 1/2012) (6) |
|
11,966 |
|
11,248 |
|
||
|
|
|
|
|
Common Stock Warrants (8) |
|
200 |
|
142 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
ActivStyle Acquisition Co. |
|
Service-medical products distribution |
|
Line of Credit, $1,500 available (6.7%, Due 7/2009) (6) |
|
1,100 |
|
1,059 |
|
||
|
|
|
|
|
Senior Term Debt (8.5%, Due 9/2012) (6) |
|
4,721 |
|
4,543 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 9/2012) (3) (6) |
|
4,435 |
|
4,213 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Allison Publications, LLC |
|
Service-publisher of consumer oriented magazines |
|
Line of Credit, $4,000 available (9.0%, Due 9/2010) |
|
— |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (9.0%, Due 9/2012) (6) |
|
10,465 |
|
9,568 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Anitox Acquisition Company |
|
Manufacturing-preservatives for animal feed |
|
Line of Credit, $3,000 available (6.7%, Due 1/2010) (6) |
|
2,000 |
|
1,880 |
|
||
|
|
|
|
|
Senior Term Debt (8.5%, Due 1/2012) (6) |
|
3,388 |
|
3,185 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 1/2012) (3) (6) |
|
3,688 |
|
3,388 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Badanco Acquisition Corp. |
|
Service-luggage design and distribution |
|
Senior Subordinated Term Debt (11.5%, Due 7/2012) (6) |
|
9,458 |
|
8,795 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
BAS Broadcasting |
|
Service-radio station operator |
|
Senior Term Debt (11.5%, Due 7/2013) (5) |
|
7,300 |
|
7,209 |
|
||
|
|
|
|
|
Senior Term Debt (12.0%, Due 7/2009) (3) (5) |
|
1,000 |
|
988 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
CCS, LLC |
|
Service-cable TV franchise owner |
|
Senior Term Debt (9.0%, Due 8/2008) (6) |
|
728 |
|
364 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Chinese Yellow Pages Company |
|
Service-publisher of Chinese language directories |
|
Line of Credit, $700 available (9.0%, Due 9/2010) (6) |
|
575 |
|
529 |
|
||
|
|
|
|
|
Senior Term Debt (9.0%, Due 9/2010) (6) |
|
702 |
|
638 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Clinton Holdings, LLC |
|
Distribution-aluminum sheets and stainless steel |
|
Senior Subordinated Term Debt (12.0%, Due 1/2013) (6) |
|
15,500 |
|
14,880 |
|
||
|
|
|
|
|
Common Stock Warrants (8) |
|
109 |
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
CMI Acquisition, LLC |
|
Service-recycling |
|
Senior Subordinated Term Debt (10.2%, Due 11/2012) (6) |
|
6,414 |
|
6,061 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Community Media Corporation |
|
Service-publisher of free weekly newspapers |
|
Senior Term Debt (7.0%, Due 8/2012) (6) |
|
987 |
|
936 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Defiance Acquisition Corporation |
|
Manufacturing-trucking parts |
|
Senior Term Debt (11.0%, Due 4/2010) (3) (6) |
|
6,165 |
|
5,055 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Doe & Ingalls Management LLC |
|
Distributor-specialty chemicals |
|
Senior Term Debt (6.8%, Due 11/2010) (6) |
|
3,100 |
|
2,945 |
|
||
|
|
|
|
|
Senior Term Debt (7.8%, Due 11/2010) (3) (6) |
|
4,410 |
|
4,167 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Finn Corporation |
|
Manufacturing-landscape equipment |
|
Common Stock Warrants (8) |
|
37 |
|
1,578 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
GFRC Holdings LLC |
|
Manufacturing-glass-fiber reinforced concrete |
|
Line of Credit, $3,000 available (6.7%, Due 12/2010) |
|
— |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (9.3%, Due 12/2012) (6) |
|
7,362 |
|
7,105 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (11.8%, Due 12/2012) (3) (6) |
|
6,716 |
|
6,414 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Global Materials Technologies, Inc. |
|
Manufacturing-steel wool products and metal fibers |
|
Senior Term Debt (13.0%, Due 11/2009) (3) (6) |
|
4,640 |
|
4,153 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Heartland Communications Group, LLC |
|
Service-radio station operator |
|
Line of Credit, $500 available (10.0%, Due 12/2008) (6) |
|
105 |
|
79 |
|
||
|
|
|
|
|
Senior Term Debt (10.0%, Due 5/2011) (6) |
|
4,523 |
|
3,386 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Interfilm Holdings, Inc. |
|
Service-slitter and distributor of plastic films |
|
Senior Term Debt (10.5%, Due 10/2012) (6) |
|
5,000 |
|
4,750 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
International Junior Golf Training Acquisition |
|
Service-golf training |
|
Line of Credit, $1,500 available (9.2%, Due 5/2010) (6) |
|
1,400 |
|
1,288 |
|
||
|
Company |
|
|
|
Senior Term Debt (6.7%, Due 5/2012) (6) |
|
2,551 |
|
2,347 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 5/2012) (3) (6) |
|
2,500 |
|
2,288 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
It’s Just Lunch International, LLC |
|
Service-dating service |
|
Line of Credit, $750 available (6.5%, Due 6/2009) (6) |
|
550 |
|
275 |
|
||
|
|
|
|
|
Senior Term Debt (6.7%, Due 6/2011) (6) |
|
3,300 |
|
1,650 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 6/2011) (3) (6) (9) |
|
500 |
|
250 |
|
||
7
GLADSTONE CAPITAL CORPORATION
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
SEPTEMBER 30, 2008
(DOLLAR AMOUNTS IN THOUSANDS)
|
Company (1) |
|
Industry |
|
Investment (2) |
|
Cost |
|
Fair Value |
|
||
|
KMBQ Corporation |
|
Service-AM/FM radio broadcaster |
|
Line of Credit, $200 available (11.0%, Due 3/2010) (6) |
|
$ |
153 |
|
$ |
137 |
|
|
|
|
|
|
Senior Term Debt (11.0%, Due 3/2010) (6) |
|
1,792 |
|
1,594 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Legend Communications of Wyoming LLC |
|
Service-operator of radio stations |
|
Line of Credit, $500 available (11.0%, Due 6/2011) (5) |
|
397 |
|
392 |
|
||
|
|
|
|
|
Senior Term Debt (11.0%, Due 6/2013) (5) |
|
9,250 |
|
9,134 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Lindmark Outdoor Advertising LLC |
|
Service-advertising |
|
Senior Subordinated Term Debt (11.0%, Due 10/2012) (6) |
|
11,421 |
|
9,651 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Multi-Ag Media LLC |
|
Service-dairy magazine publisher/information database |
|
Senior Term Debt (9.0%, Due 12/2009) (6) |
|
2,072 |
|
1,853 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Newhall Holdings, Inc. |
|
Service-distributor of personal care products and |
|
Line of Credit, $4,000 available (6.0%, Due 5/2010) (6) |
|
2,100 |
|
1,880 |
|
||
|
|
|
supplements |
|
Senior Term Debt (8.3%, Due 5/2012) (6) |
|
4,230 |
|
3,807 |
|
||
|
|
|
|
|
Senior Term Debt (11.3%, Due 5/2012) (3) (6) |
|
4,500 |
|
4,016 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Northern Contours, Inc. |
|
Manufacturing-veneer and laminate components |
|
Senior Subordinated Term Debt (10.0%, Due 5/2010) (6) |
|
6,912 |
|
6,082 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Pinnacle Treatment Centers, Inc. |
|
Service-Addiction treatment centers |
|
Line of Credit, $500 available (6.7%, Due 12/2009) |
|
— |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (8.5%, Due 12/2011) (6) |
|
3,550 |
|
3,319 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 12/2011) (3) (6) |
|
7,500 |
|
6,938 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Precision Acquisition Group Holdings, Inc. |
|
Manufacturing-consumable components for the |
|
Equipment Note, $1,500 available (8.5%, Due 10/2011) (6) |
|
1,000 |
|
993 |
|
||
|
|
|
aluminum industry |
|
Senior Term Debt (8.5%, Due 10/2010) (6) |
|
4,750 |
|
4,714 |
|
||
|
|
|
|
|
Senior Term Debt (11.5%, Due 10/2010) (3) (6) |
|
4,158 |
|
4,127 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
PROFITSystems Acquisition Co. |
|
Service-design and develop ERP software |
|
Line of Credit, $1,250 available (6.7%, Due 7/2009) |
|
— |
|
— |
|
||
|
|
|
|
|
Senior Term Debt (8.5%, Due 7/2011) (6) |
|
2,200 |
|
2,027 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 7/2011) (3) (6) |
|
2,900 |
|
2,657 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
RCS Management Holding Co. |
|
Service-healthcare supplies |
|
Senior Term Debt (8.5%, Due 1/2011) (3) (6) |
|
2,875 |
|
2,695 |
|
||
|
|
|
|
|
Senior Term Debt (10.5%, Due 1/2011) (4) (6) |
|
3,060 |
|
2,815 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Reliable Biopharmaceutical Holdings, Inc. |
|
Manufacturing-pharmaceutical and biochemical |
|
Line of Credit, $5,000 available (9.0%, Due 10/2010) (6) |
|
1,600 |
|
1,528 |
|
||
|
|
|
intermediates |
|
Mortgage Note (9.5%, Due 10/2014) (6) |
|
7,407 |
|
7,147 |
|
||
|
|
|
|
|
Senior Term Debt (9.0%, Due 10/2012) (6) |
|
1,800 |
|
1,719 |
|
||
|
|
|
|
|
Senior Term Debt (11.0%, Due 10/2012) (3) (6) |
|
11,933 |
|
11,352 |
|
||
|
|
|
|
|
Senior Subordinated Term Debt (12.0%, Due 10/2013) (6) |
|
6,000 |
|
5,445 |
|
||
|
|
|
|
|
Common Stock Warrants (8) |
|
209 |
|
— |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Saunders & Associates |
|
Manufacturing-equipment provider for frequency |
|
Line of Credit, $2,500 available (6.9%, Due 5/2009) |
|
— |
|
— |
|
||
|
|
|
control devices |
|
Senior Term Debt (9.8%, Due 5/2013) (6) |
|
10,945 |
|
10,740 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
SCI Cable, Inc. |
|
Service-cable, internet, voice provider |
|
Senior Term Debt (11.0%, Due 10/2008) (6) |
|
2,712 |
|
1,355 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Sunburst Media - Louisiana, LLC |
|
Service-radio station operator |
|
Senior Term Debt (9.5%, Due 6/2011) (6) |
|
7,857 |
|
6,728 |
|
||
|
|
|
|
|
|
|
|
|
|
|
||
|
Sunshine Media Holdings |
|
Service-publisher regional B2B trade magazines |
|
Line of Credit, $3,000 available (11.0%, Due 5/2010) (6) |
|
700 |
|
627 |
|
||
|
|
|
|
|
Senior Term Debt (11.0%, Due 5/2012) (6) |
|
17,000 |
|
15,300 |
|
||
|
|
|||||||||||