UNITED STATESSECURITIES 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 JUNE 30, 2007
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 200MCLEAN, 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 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 filero.
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 July 31, 2007 was 14,612,574.
GLADSTONE CAPITAL CORPORATIONTABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Consolidated Statements of Assets and Liabilities as of June 30, 2007 and September 30, 2006
Consolidated Schedules of Investments as of June 30, 2007 and September 30, 2006
Consolidated Statements of Operations for the three months ended June 30, 2007 and 2006
Consolidated Statements of Operations for the nine months ended June 30, 2007 and 2006
Consolidated Statements of Changes in Net Assets for the nine months ended June 30, 2007 and 2006
Consolidated Statements of Cash Flows for the nine months ended June 30, 2007 and 2006
Financial Highlights for the three months ended June 30, 2007 and 2006
Financial Highlights for the nine months ended June 30, 2007 and 2006
Notes to Consolidated Financial Statements
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview
Results of Operations
Liquidity and Capital Resources
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
Item 4.
Controls and Procedures
PART II.
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Submission of Matters to a Vote of Security Holders
Item 5.
Other Information
Item 6.
Exhibits
SIGNATURES
PART I. FINANCIAL INFORMATION
GLADSTONE CAPITAL CORPORATIONCONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES(Unaudited)
June 30, 2007
September 30, 2006
ASSETS
Investments at fair value (Cost 6/30/2007: $369,975,398; 9/30/2006: $216,202,986)
$
368,949,247
217,642,750
Cash and cash equivalents
3,491,495
731,744
Interest receivable — investments in debt securities
2,221,606
1,394,942
Interest receivable — employees
32,739
37,396
Due from custodian
3,129,891
3,587,152
Deferred financing fees
246,333
145,691
Prepaid assets
186,643
226,747
Due from employees
—
1,803,283
Other assets
352,796
213,510
TOTAL ASSETS
378,610,750
225,783,215
LIABILITIES
Accounts payable
5,160
4,072
Interest payable
516,780
247,530
Administration fee due to Administrator
186,895
Fees due to Adviser (Refer to Notes 4 and 5)
404,240
240,363
Borrowings under line of credit
161,188,000
49,993,000
Withholding taxes payable
Accrued expenses and deferred liabilities
854,322
721,287
Funds held in escrow
202,433
203,193
TOTAL LIABILITIES
163,357,830
53,212,728
NET ASSETS
215,252,920
172,570,487
ANALYSIS OF NET ASSETS
Common stock, $0.001 par value, 50,000,000 shares authorized and 14,249,683 and 12,305,008 shares issued and outstanding, respectively
14,250
12,305
Capital in excess of par value
225,449,718
181,270,565
Notes receivable — employees
(9,947,366
)
(10,248,308
Net unrealized appreciation on investments
(1,026,151
1,439,764
Unrealized depreciation on derivative
(279,593
(253,716
Realized loss on sale of investments
(780,197
(861,695
Realized gain on settlement of derivative
46,212
15,014
Accumulated undistributed net investment income
1,776,047
1,196,558
TOTAL NET ASSETS
NET ASSETS PER SHARE
15.11
14.02
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
2
GLADSTONE CAPITAL CORPORATIONCONSOLIDATED SCHEDULE OF INVESTMENTSAS OF JUNE 30, 2007(UNAUDITED)
Company(1)
Industry
Investment(2)
Cost
Fair Value
Access Television Network, Inc.
Service-cable airtime (infomercials)
Line of Credit (7)(8)
AccessTV PIN Acquisition LLC
(12.3% Due 3/2009)
Product Information Network
Senior Term Debt (7)
2,979,835
2,948,401
Venture
ActivStyle Acquisition Co. ActivStyle, Inc.
Service-medical products distribution
Line of Credit (5) (9)(9.6%, Due 7/2009)
450,000
448,313
Senior Term Debt (5)(9.6%, Due 7/2011)
2,960,000
2,956,300
Senior Term Debt (3) (5)(11.8%, Due 7/2011)
2,500,000
2,496,875
Advanced Homecare Management, Inc.
Service-home health nursing services
Senior Subordinated Term Debt (5) (6)(11.9%, Due 12/2013)
6,300,000
Allison Publications, LLC
Service-publisher of consumer
8,014,728
7,933,000
D. Magazine Partners, L.P.
oriented magazines
(10.3%, Due 12/2011)
Allison Media, Inc.
City Newspapers, LP
City Newspapers, Management, LLC
Anitox Acquisition Company
Manufacturing-preservatives for
Senior Real Estate Term Debt
3,412,939
3,360,000
Anitox Holding, Inc.
animal feed
(8.8%, Due 1/2012)
Line of Credit (10)
(9.6%, Due 1/2010)
Senior Term Debt (5)
2,750,000
2,746,563
(9.6%, Due 1/2012)
Senior Term Debt (3) (5)
(11.8%, Due 1/2012)
Badanco Acquisition Corp.
Service-luggage design and distribution
Senior Subordinated Term Debt (5)(12.1%, Due 7/2012)
9,701,250
Bresnan Communications, LLC
Service-telecommunications
Senior Term Debt (6)(7.3%, Due 9/2013)
3,001,880
2,992,500
Senior Subordinated Term Debt (6)(9.9%, Due 3/2014)
1,510,393
1,505,625
CCS, LLC
Service-cable tv franchise owner
Senior Term Debt (7)(12.3%, Due 7/2007)
3,455,580
3,424,146
CHG Companies, Inc.
Service-healthcare staffing
Letter of Credit (5) (6)
400,000
404,000
CHG Medical Staffing, Inc.
(7.9%, Due 12/2012)
Senior Term Debt (5) (6)(7.8%, Due 12/2012)
1,596,000
1,605,975
Senior Subordinated Term Debt (5) (6)(11.3%, Due 12/2012)
500,000
503,125
3
GLADSTONE CAPITAL CORPORATIONCONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)AS OF JUNE 30, 2007(UNAUDITED)
Chinese Yellow Pages Company
Service-publisher of Chinese
Line of Credit (7)(11)
150,071
language directories
(12.3%, Due 9/2010)
1,235,008
1,222,435
Clinton Holdings, LLC
Distribution-aluminum sheets
Senior Subordinated Term Debt (5)
15,500,000
15,519,375
Clinton Aluminum Acquisition,
and stainless steel
(12.6%, Due 1/2013)
LLC
Common Stock Warrants
109,124
125,864
Metal Transportation, LLC
Clinton Distribution Center, LLC
CMI Acquisition, LLC(d/b/a Triangle Metal Industries)
Service-recycling
Senior Subordinated Term Debt (7)(12.3%, Due 11/2012)
6,500,000
TMC Acquisition, LLC
Community Media Corporation
Service-publisher of free weekly newspapers
Senior Term Debt (7)(10.8%, Due 7/2007)
2,572,497
2,547,350
Country Road
Senior Subordinated Term Debt (5) (6)
5,965,833
6,030,000
Communications LLC
(13.2%, Due 7/2013)
Country Road Management, Inc.
Defiance Acquisition Corporation
Manufacturing-trucking parts
Senior Term Debt (3) (5)(13.3%, Due 4/2010)
6,325,000
6,317,094
Doe & Ingalls Management LLC
Distributor-specialty chemicals
Senior Term Debt (5)(8.8%, Due 11/2010)
4,100,000
4,110,250
Doe & Ingalls of North Carolina Operating LLC
Senior Term Debt (3) (5)(9.8%, Due 11/2010)
4,466,250
4,471,833
Doe & Ingalls of Florida Operating LLC
Doe & Ingalls of Virginia Operating LLC
Doe & Ingalls of Maryland Operating LLC
Emdeon Business Services, Inc.
Service-healthcare technology solutions
Senior Term Debt (6)(7.6%, Due 11/2013)
2,440,341
2,450,020
Senior Subordinated Term Debt (6)(10.4%, Due 5/2014)
2,013,460
2,020,000
Express Courier International, Inc.
Service-ground delivery and logistics
Line of Credit (12)(9.6%, Due 6/2009)
Senior Term Debt (5)(9.6%, Due 6/2011)
4,347,500
Senior Term Debt (3) (5)(11.8%, Due 6/2011)
3,950,000
4
Finn Corporation
Manufacturing-landscape equipment
37,000
2,972,858
Florida Cable, Inc.
Service-cable and internet
5,906,391
5,849,810
Lakepointe Limited Partnership
system operator
(11.8%, Due 7/2010)
FR X Ohmstede Holdings, LLC
Service & Manufacturing-heat
Senior Term Debt (6)
2,739,130
2,756,250
FR X Ohmstede Acquisitions Co.
exchangers
(7.9%, Due 8/2013)
Senior Subordinated Term Debt (6)(12.4%, Due 8/2014)
3,011,190
3,015,000
Global Materials Technologies, Inc.
Manufacturing-steel wool products and metal fibers
Senior Term Debt (3) (5)(14.3%, Due 11/2009)
5,150,000
4,944,000
GTM Holdings, Inc.
Manufacturing-socks
497,500
499,988
Gold Toe Investment Corp.
(8.1%, Due 10/2013)
Senior Subordinated Term Debt (6)(11.4%, Due 4/2014)
505,000
Greatwide Logistics Services, Inc.
Service - logistics and transportation
Senior Term Debt (6)(8.6%, Due 12/2013)
3,980,000
3,880,500
Senior Subordinated Term Debt (6)(11.9%, Due 6/2014)
4,000,000
3,840,000
Harrington Holdings, Inc.
Service - healthcare products
2,493,750
2,506,219
Harrington Acquisition Corp.
distribution
(7.8%, Due 1/2014)
Senior Subordinated Term Debt (6)(11.4%, Due 1/2014)
5,000,000
5,025,000
Heartland Communications Group, LLC
Service-radio station operator
Line of Credit (7)(13)(11.8%, Due 5/2008)
9,856
Heartland Comm. License, LLC
4,873,531
4,823,237
Heartland Comm. Houghton
(11.8%, Due 5/2011)
License, LLC
Tu-Mar Broadcasting, Inc.
International Junior Golf
Service-golf training
Line of Credit (5) (14)(9.6%, Due 5/2010)
499,375
Senior Term Debt (5)(9.6%, Due 5/2012)
2,650,000
2,646,688
Senior Term Debt (3) (5)(11.8%, Due 5/2012)
It’s Just Lunch International, LLC
Service-dating service
Line of Credit (5) (15)(9.3%, Due 6/2009)
550,000
514,250
3,300,000
3,085,500
Senior Term Debt (3) (5) (15)(11.8%, Due 6/2011)
467,500
5
John Henry Holdings, Inc. Multi Packaging Solutions, Inc.
Manufacturing-packaging products
Senior Subordinated Term Debt (6)(12.3%, Due 6/2011)
8,000,000
Kinetek Acquisition Corp.
Manufacturing-custom engineered motors & controls
Senior Term Debt (6)(7.8%, Due 11/2013)
1,498,218
1,492,500
Senior Subordinated Term Debt (6)(10.8%, Due 5/2014)
1,509,209
1,507,500
KMBQ Corporation
Service-AM/FM radio broadcaster
Line of Credit (7) (16)(13.3%, Due 3/2010)
150,000
Senior Term Debt (7)(13.3%, Due 3/2010)
1,825,404
1,806,543
LocalTel, Inc.
Service-yellow pages publishing
Line of Credit (5) (17)(9.8%, Due 6/2009)
1,275,000
1,096,500
Senior Term Debt (5)(9.8%, Due 6/2011)
2,687,500
2,311,250
Senior Term Debt (3) (5)(12.3%, Due 6/2011)
2,282,500
Macfadden Performing Arts Media, LLC
Service-magazine publisher
Line of Credit (7)(11.3%, Due 6/2009)
515,979
Senior Term Debt (7)(11.3%, Due 6/2009)
6,775,441
6,700,000
MCA Communications, LLC
Service-internet-based data
Line of Credit (7)
798,349
792,063
MCA Internet, LLC
publisher
(non-accrual, Due 9/2006)
Meteor Holding Corporation
Manufacturing-bar code scanning
2,354,100
2,364,281
Metrologic Instruments, Inc.
and data capture
(8.3%, Due 12/2013)
Senior Subordinated Term Debt (6)
1,500,000
1,509,375
(11.6%, Due 12/2013)
Multi-Ag Media LLC
Service-dairy magazine publisher/
2,643,911
2,618,764
HFW Communications, Inc.
information database
(12.3%, Due 12/2009)
Dairy Radio, LLC
DPW Publishing, Inc.
Phoenix Data Processing, LLC
Newhall Holdings, Inc. (d/b/a Newhall Laboratories)
Service-distributor of personal care products and supplements
Line of Credit (7) (20)(8.8%, Due 5/2010)
Golden Sun, Inc.
Senior Term Debt (3) (7)(9.1%, Due 5/2012)
4,500,000
Senior Term Debt (3) (7)(11.3%, Due 5/2012)
6
Northern Contours
Manufacturing-veneer and
7,000,000
7,008,750
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 centers
Line of Credit (21)(9.6%, Due 12/2009)
Senior Term Debt (5)(9.6%, Due 12/2011)
Senior Term Debt (3)(5)(12.3%, Due 12/2011)
4,494,375
Precision Acquisition Group
Manufacturing-consumable
Equipment Note (5) (22)
591,228
Holdings, Inc.
components for the aluminum
(9.8%, Due 10/2011)
Precision Asset Acquisition
industry
5,012,500
Company, LLC
(9.8%, Due 10/2010)
Senior Term Debt (3)(5)(11.8%, Due 10/2010)
4,200,000
4,210,500
PROFITSystems Acquisition Co.
Service-design and develop
Line of Credit (23)
PROFITSystems, Inc.
ERP software
(9.6%, Due 7/2009)
2,875,000
2,878,594
Senior Term Debt (3)(5)(11.8%, Due 7/201)
2,900,000
2,903,625
Puerto Rico Cable Acquisition Company, Inc.
Senior Subordinated Term Debt (5)(6)(11.6%, Due 1/2012)
7,802,222
7,755,841
Reading Broadcasting, Inc.
Service-television station operator
Senior Term Debt (7)(12.8%, Due 12/2011)
7,087,084
7,017,930
RCS Management Holding Co.
Service-healthcare supplies
Senior Term Debt (3) (5)(9.8%, Due 1/2011)
3,000,000
2,910,000
Senior Term Debt (4) (5)(12.3%, Due 1/2011)
2,895,000
RedPrairie Holding, Inc.
4,457,500
RedPrairie Corporation
supply chain software
(8.4%, Due 7/2012)
Blue Cube Software, Inc.
Senior Subordinated Term Debt (6)(11.9%, Due 1/2013)
RiskMetrics Group Holdings, LLC
Service - develop risk and wealth management solutions
Senior Term Debt (6)(7.6%, Due 1/2014)
1,995,000
1,999,988
Senior Subordinated Term Debt (6)(10.9%, Due 7/2014)
SCI Cable, Inc.
Service-cable, internet, voice provider
Senior Term Debt (7) (14.3%, Due 10/2008)
2,485,032
2,459,885
7
SCS Acquisition Corp. (d/b/a Specialty Coatings Systems)
Service-chemically treated equipment distribution
Senior Term Debt (5) (17)(9.3%, Due 12/2011)
5,442,311
Senior Term Debt (3) (5) (17)(11.3%, Due 12/2011)
6,531,250
Sunburst Media - Louisiana, LLC
Senior Term Debt (7)(12.0%, Due 6/2011)
7,875,441
7,800,000
Sunshine Media Holdings
Service-publisher regional B2B trade magazines
Credit Facility (5) (24)(9.3%, Due 5/2010)
600,000
598,500
Senior Term Debt (5)(9.3%, Due 5/2012)
17,000,000
16,978,750
10,000,000
9,975,000
Thibaut Acquisition Co.
Service-design and disbribute wall covering
Credit Facility (5) (25)(9.8%, Due 1/2011)
Senior Term Debt (5)(9.8%, Due 1/2011)
2,887,500
Senior Term Debt (3) (5)(12.3%, Due 1/2011)
U.S. HealthCare Communications, LLC
Service-magazine publisher/operator
Senior Term Debt (7)(11.3%, Due 4/2011)
2,244,182
2,219,035
Viapack, Inc.
Manufacturing-polyethylene
975,000
P&O Packaging Acquisition LLC
film
(9.8%, Due 3/2011)
Senior Term Debt (3) (5) (19)(11.3%, Due 3/2011)
4,223,438
4,202,320
Visual Edge Technology, Inc.
Service-office equipment
3,625,000
Graphic Enterprises, Inc.
(13.3%, Due 8/2011)
Copeco, Inc.
Wesco Holdings, Inc.
Service-aerospace parts and
2,478,317
2,466,436
Wesco Aircraft Hardware Corp.
(7.6%, Due 9/2013)
Senior Subordinated Term Debt (6)(11.1%, Due 3/2014)
2,271,494
2,289,375
West Coast Yellow Pages, Inc.
Service-directory publisher
Senior Term Debt (7)(13.8%, Due 8/2010)
1,624,251
1,605,390
Westlake Hardware, Inc.
Retail-hardware and variety
15,000,000
14,925,000
WHI Holding Corp.
(12.6%, Due 1/2011)
Winchester Electronics
Manufacturing-high bandwidth connectors and cables
Senior Term Debt (5)(9.1%, Due 6/2012)
2,000,000
2,002,500
Senior Subordinated Term Debt (5)(12.3%, Due 6/2012)
10,012,500
WP Evenflo Group Holdings Inc.
Manufacturing-infant and
1,990,000
1,999,950
WP Evenflo Acquisition, Inc.
juvenile products
(7.8%, Due 2/2013)
Senior Subordinated Term Debt (6)(11.3%, Due 2/2014)
Total:
369,975,398
8
(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 June 30, 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 June 29, 2007, from the respective originating syndication agent’s trading desk.
(7) Investment valued at cost due to recent acquisition.
(8) Availability under the Access TV credit facility totals $500,000. There were no borrowings outstanding as of June 30, 2007.
(9) Availability under the ActivStyle credit facility totals $1,500,000. Borrowings of $450,000 were outstanding at June 30, 2007.
(10) Availability under the Anitox credit facility totals $3,000,000. There were no borrowings outstanding at June 30, 2007.
(11) Availability under the Chinese Yellow Pages credit facility totals $950,000. Borrowings of $150,071 were outstanding at June 30, 2007.
(12) Availability under the Express Courier credit facility totals $1,500,000. There were no borrowings outstanding at June 30, 2007.
(13) Availability under the Heartland credit facility totals $500,000. Borrowings of $9,856 were outstanding at June 30, 2007.
(14) Availability under the International Junior Golf credit facility totals $1,000,000. Borrowings of $500,000 were outstanding at June 30, 2007.
(15) Remaining availability under the It’s Just Lunch revolving credit facility totals $200,000, borrowings of $550,000 were outstanding at June 30, 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 June 30, 2007.
(16) Availability under the KMBQ credit facility totals $200,000. Borrowings of $150,000 were outstanding at June 30, 2007.
(17) Availability under the LocalTel credit facility totals $3,000,000. Borrowings of $1,275,000 were outstanding at June 30, 2007.
(18) Availability under the MacFadden credit facility totals $1,400,000. Borrowings of $515,979 were outstanding at June 30, 2007.
(19) The MCA credit facility was matured as of June 30, 2007. The investment is currently not income producing.
(20) Availability under the Newhall credit facility totals $4,000,000. There were no borrowings outstanding as of June 30, 2007.
(21) Availability under the Pinnacle credit facility totals $500,000. There were no borrowings outstanding at June 30, 2007.
(22) Precision may borrow up to $1,000,000 for purposes of acquiring equipment. Borrowings of $591,228 were outstanding at June 30, 2007.
(23) Availability under the ProfitSystems credit facility totals $1,250,000. There were no borrowings outstanding at June 30, 2007.
(24) Availability under the Sunshine credit facility totals $3,000,000. Borrowings of $600,000 were outstanding at June 30, 2007.
(25) Availability under the Thibaut credit facility totals $500,000. Borrowings of $500,000 were outstanding at June 30, 2007.
9
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF SEPTEMBER 30, 2007
Company (1)
Investment (2)
ActivStyle Acquisition Co.
Service-medical
Line of Credit (16)
ActivStyle, Inc.
products distribution
3,200,000
(9.6%, Due 7/2011)
(11.8%, Due 7/2011)
Service-home health
Senior Subordinated Term
nursing
Debt(5)(6)
services
(11.33%, Due 12/2013)
Allied Extruders, LLCP&O Packaging Acquisition LLC
Senior Real Estate Term Debt(9.8%, Due 3/2011)
1,000,000
8,030,000
(11.3%, Due 3/2011)
Manufacturing-luggage
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-
2,112,500
2,144,187
dust management systems for the coal and electric
(10.3%, Due 5/2009)Senior Term Debt (3) (5)
3,046,875
3,107,813
utility industries
(13.3%, Due 5/2009)
Senior Term Debt (6)(7.2%, Due 9/2013)
1,002,115
997,500
Senior Subordinated Term Debt
1,511,554
1,533,750
(9.9%, Due 3/2014)
Consolidated Bedding, Inc.
Manufacturing-mattresses
Senior Subordinated TermDebt (5)
2,438,359
2,306,991
(14.4%, Due 3/2009)
Country RoadCommunications LLC
Senior Subordinated TermDebt (5) (6)
5,961,594
6,015,000
(13.3%, Due 7/2013)
Defiance Stamping Company
6,332,906
Doe & Ingalls ManagementLLCDoe & Ingalls of North
Senior Term Debt (5)(9.8%, Due 11/2010)
4,700,000
4,723,500
Carolina Operating LLC
4,516,875
Doe & Ingalls of Florida
(13.3%, Due 11/2010)
Operating LLC
Doe & Ingalls of Virginia
Line of Credit (7)(9.6%, Due 6/2009)
(9.6%, Due 6/2011)
(11.8%, Due 6/2011)
Manufacturing-landscape
709,431
equipment
10
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
Service &
3,026,250
Manufacuring-heat
(8.5%, Due 8/2013)
3,012,369
3,030,000
(12.5%, Due 8/2014)
Global Materials
Manufacturing-steel wool
5,300,000
5,233,750
Technologies, Inc.
products and metal fibers
(14.3%, Due 11/2009)
It’s Just Lunch International,
Line of Credit (12) (5)
200,000
199,500
(9.2%, Due 6/2009)
Senior Term Debt (13) (5)
3,291,750
Senior Term Debt (3) (14)
John Henry Holdings, Inc.Multi Packaging Solutions, Inc.
Senior Subordinated Term Debt (6)(12.5%, Due 6/2011)
Service-yellow pages
Line of Credit (5) (15)
350,000
343,000
publishing
(9.8%, Due 6/2009)
2,633,750
(9.8%, Due 6/2011)
2,695,000
(12.3%, Due 6/2011)
Mistras Holdings Corp.
Service & Manufacturing
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 and host
Senior Term Debt (6)(10.4%, Due 1/2012)
4,464,358
4,499,747
Northern ContoursNorthern Contours
Manufacturing-veneer andlaminate components
Senior Subordinated Term Debt (5)(12.3%, Due 5/2010)
7,017,500
of Kentucky, Inc.
PROFITSystems Acquisition Co.PROFITSystems, Inc.
Service-design and develop ERP
Line of Credit (17)(9.6%, Due 7/2009)
software
3,100,000
(11.8%, Due 7/201) (3)
Puerto Rico CableAcquisition Company, Inc.
7,813,274
7,775,183
QCE, LLC (d/b/a Quiznos Corp.)
Service-restaurant franchisor
Senior Term Debt (6)(7.6%, Due 5/2013)
3,010,713
2,977,538
Senior Term Debt (3) (6)
3,045,560
3,033,750
(11.1%, Due 11/2013)
11
Service-healthcare
3,003,750
supplies
(9.8%, Due 1/2011)
Senior Term Debt (4) (5)
(12.3%, Due 1/2011)
RedPrairie Holding, Inc.RedPrairie Corporation
Service-design and develop supply chain
Senior Term Debt (6)(8.4%, Due 7/2012)
3,990,000
2,005,000
SCPH Holdings, Inc.Sea Con Phoenix, Inc.
Manufacturing-underwater
Credit Facility (8)(9.8%, Due 2/2007)
Phoenix Optix, Inc.
and harsh environment
2,625,000
2,631,563
components
(10.3%, Due 2/2010)
2,898,328
(13.3%, Due 2/2010)
SCS Acquisition Corp.
Service-chemically treated equipment
Senior Term Debt (3) (5) (9)(9.3%, Due 12/2011)
6,250,000
6,257,812
Senior Term Debt (3) (5) (10)
6,568,750
6,576,961
(11.3%, Due 12/2011)
Design and
Credit Facility (11)
Disbtribution-wall
coverings
3,325,000
Visual Edge Technology, Inc.Graphic Enterprises, Inc.
Service-office equipment distribution
Senior Subordinated Term Debt (5)(13.3%, Due 8/2011)
4,987,500
Westlake Hardware, Inc.WHI Holding Corp.
Senior Subordinated Term Debt (5)(12.6%, Due 1/2011)
14,981,250
Manufacturing-high
6,000,000
6,007,500
bandwidth connectors
(12.3%, Due 6/2012)
and cables
Xspedius CommunicationsLLC
Senior Subordinated Term Debt (5)(15.8%, Due 3/2010)
5,157,821
5,306,110
216,202,986
(2) Percentage represents interest rates in effect at September 30, 2006 and due date represents the contractual maturity date.
(6) Marketable securities, such as syndicated loans, are valued based on the indicative bid price, as of September 30, 2006 from the respective originating syndication agent’s trading desk.
(7) Availability under the credit facility totals $1,500,000. There were no borrowings outstanding at September 30, 2006.
(8) Availability under the credit facility totals $500,000. There were no borrowings outstanding at September 30, 2006.
(9) Availability under the debt facility totals $7,500,000. The outstanding balance of the debt facility was $6,250,000 at September 30, 2006.
(10) Availability under the debt facility totals $7,500,000. The outstanding balance of the debt facility was $6,568,750 at September 30, 2006.
(11) Availability under the credit facility totals $1,000,000. There were no borrowings outstanding at September 30, 2006.
(12) Availability under the credit facility totals $750,000. Borrowings of $200,000 were outstanding at September 30, 2006.
12
(13) The company may borrow an additional $500,000 under the senior term debt facility, subject to certain conditions including Gladstone Capital’s approval.
(14) The company may borrow an additional $2,250,000 under the senior term debt facility, subject to certain conditions including Gladstone Capital’s approval.
(15) Availability under the credit facility totals $3,000,000. Borrowings of $350,000 were outstanding at September 30, 2006.
(16) Availability under the credit facility totals $1,500,000. There were no borrowings outstanding at September 30, 2006
(17) Availability under the credit facility totals $1,250,000. There were no borrowings outstanding at September 30, 2006
(18) Includes a success fee with a fair value of $742,000 and no cost basis.
13
GLADSTONE CAPITAL CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)
Three Months Ended June 30,
2007
2006
INVESTMENT INCOME
Interest income — investments
8,911,643
5,775,522
Interest income — cash and cash equivalents
109,269
8,178
Interest income — notes receivable from employees
132,795
108,877
Prepayment fees and other income
47,572
630,239
Total investment income
9,201,279
6,522,816
EXPENSES
Interest expense
1,762,249
702,449
Loan servicing (Refer to Notes 4 and 5)
897,634
693,965
Base management fee (Refer to Note 4)
727,259
334,814
Incentive fee (Refer to Note 4)
1,166,529
Administration fee (Refer to Note 4)
Professional fees
148,609
166,405
Amortization of deferred financing fees
72,133
36,036
Stockholder related costs
39,434
28,371
Directors fees
56,250
27,500
Insurance expense
66,246
50,589
Stock option compensation
202,296
Other expenses
82,062
35,083
Expenses before credit from Adviser
5,205,300
2,277,508
Credit to base management and incentive fees from Adviser (Refer to Note 4)
(1,708,888
(542,774
Total expenses net of credits to base management and incentive fees
3,496,412
1,734,734
NET INVESTMENT INCOME
5,704,867
4,788,082
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
(5,021
(100,850
8,405
1,367
Unrealized (depreciation) appreciation on derivative
(264
41,486
256,613
812,991
Net gain on investments
259,733
754,994
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
5,964,600
5,543,076
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE:
Basic
0.44
0.49
Diluted
0.48
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
13,561,511
11,337,291
11,570,425
14
Nine Months Ended June 30,
25,064,702
18,497,893
178,183
21,714
403,917
323,003
431,973
711,225
26,078,775
19,553,835
4,693,525
2,302,693
2,377,409
2,144,024
1,806,075
955,894
3,474,007
481,746
368,610
399,758
198,633
94,572
190,450
273,170
167,470
81,712
191,338
151,956
279,618
219,522
151,663
14,168,785
6,835,060
(4,682,160
(1,765,774
9,486,625
5,069,286
NET INVESTMENT INCOME BEFORE INCOME TAXES
16,592,150
14,484,549
Income tax expense
50,237
14,434,312
Net realized gain (loss) on sale of investments
81,498
(903,945
31,198
(25,877
65,252
Net unrealized (depreciation) appreciation on investments
(2,465,915
5,769,820
Net (loss) gain on investments
(2,379,096
4,932,494
14,213,054
19,366,806
1.12
1.71
1.68
12,701,845
11,317,437
11,549,054
15
GLADSTONE CAPITAL CORPORATIONCONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS(UNAUDITED)
Operations:
Net investment income
Unrealized (depreciation) appreciation on derivatives
Net increase in net assets from operations
Capital transactions:
Issuance of common stock under shelf offering
46,075,000
Distributions to stockholders
(16,012,661
(13,751,539
Shelf offering costs
(405,708
Repayment of principal on employee notes
300,941
129,943
Issuance of common stock under stock option plan
1,150,245
Stock surrendered in settlement of withholding tax
(1,488,193
Increase (decrease) in net assets from capital share transactions
28,469,379
(12,191,733
Total increase in net assets
42,682,433
7,175,073
Net assets at beginning of year
151,610,683
Net assets at end of period
158,785,756
16
GLADSTONE CAPITAL CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) provided by operating activities:
Purchase of investments
(253,727,829
(105,076,400
Principal repayments on investments
99,802,867
107,876,077
Net amortization of premiums and discounts
29,872
(144,501
Stock compensation expense
Realized loss on investments
122,680
1,329,458
Unrealized depreciation (appreciation) on derivative
25,877
(65,252
Change in net unrealized depreciation (appreciation) on investments
2,465,915
(5,769,820
(Increase) decrease in interest receivable
(822,007
276,230
Decrease in funds due from custodian
457,261
130,150
Decrease in prepaid assets
40,102
105,902
Increase in due from affiliate
(207,960
Increase in other assets
(165,163
(27,845
Increase in accounts payable
1,088
23,449
Increase in interest payable
269,250
4,685
Increase (decrease) in accrued expenses and deferred liabilities
133,035
(125,298
Increase (decrease) in fees due to affiliate
163,877
(209,924
Increase in administration fee due to Gladstone Administration
(Decrease) increase in funds held in escrow
(760
40
Increase in investment balance due to payment in kind interest
(74,701
Net cash (used in) provided by operating activities
(136,605,353
17,785,286
CASH FLOWS FROM INVESTING ACTIVITIES
Receipt of principal on notes receivable - employees
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common shares
45,669,292
Borrowings from the lines of credit
277,800,000
113,090,000
Repayments on the lines of credit
(166,605,000
(118,278,064
Distributions paid
Exercise of employee stock options
(299,275
(173,333
Withholding tax obligation settlement
Net cash provided by (used in) financing activities
139,064,163
(17,962,691
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(1)
2,759,751
(47,462
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
503,776
CASH AND CASH EQUIVALENTS, END OF PERIOD
456,314
CASH PAID DURING PERIOD FOR INTEREST
4,424,275
2,298,008
NON-CASH FINANCING ACTIVITIES
Notes receivable issued in exchange for common stock associated with the exercise of employee stock options
199,980
(1) Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less when purchased.
17
GLADSTONE CAPITAL CORPORATIONFINANCIAL HIGHLIGHTS(UNAUDITED)
Per Share Data(1)
Net asset value at beginning of period
13.82
13.84
Income from investment operations:
Net investment income(2)
0.42
Realized gain (loss) on sale of investments(2)
(0.01
Net unrealized (loss) gain on investments(2)
0.02
0.07
Net unrealized gain on derivatives(2)
0.01
Total from investment operations
Less distributions:
Distributions from net investment income
(0.42
(0.41
Total distributions
1.50
Offering costs and underwriting discount
(0.23
0.10
Repayment of principal on notes receivable
Dilutive effect of share issuance
(0.08
Net asset value at end of period
13.95
Per share market value at beginning of period
23.68
21.55
Per share market value at end of period
21.46
21.39
Total return(3)(4)
-7.69
%
1.11
Shares outstanding at end of period
14,249,683
11,384,363
Ratios/Supplemental Data
Average net assets(5)
197,994,217
156,053,816
Ratio of expenses to average net assets-annualized(6)
10.52
5.83
Ratio of net expenses to average net assets-annualized(7)
7.06
4.45
Ratio of net investment income to average net assets-annualized
11.53
12.27
(1) Based on actual shares outstanding at the end of the corresponding period.
(2) Based on weighted average basic per share data.
(3) Total return equals the increase or decrease of the ending market value over the beginning market value plus monthly dividends divided by the monthly beginning market value, assuming monthly dividend reinvestment.
(4) Amounts were not annualized.
(5) Average net assets are computed using the average of the balance of net assets at the end of each month of the reporting period.
(6) Ratio of expenses to average net assets is computed using expenses before credits from Adviser to the base management and incentive fees and including income tax expense.
(7) Ratio of net expenses to average net assets is computed using total expenses net of credits from Adviser to the base management and incentive fees and including income tax expense.
18
13.41
1.31
1.28
Realized loss on sale of investments(2)
(0.19
0.51
(1.26
(1.22
Stock surrendered to settle withholding tax obligation
(0.06
22.01
22.55
2.92
0.35
179,127,176
153,804,303
10.55
5.97
4.44
12.35
12.51
19
GLADSTONE CAPITAL CORPORATIONNOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2007(UNAUDITED)
NOTE 1. ORGANIZATION
Gladstone Capital Corporation (the “Company”) was incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. The Company is a closed-end, non-diversified management investment company that has elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated for tax purposes as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s investment objectives are to achieve a high level of current income by investing in debt and equity securities of established private businesses.
Gladstone Business Loan LLC (“Business Loan”), a wholly-owned subsidiary of the Company, was established on February 3, 2003 for the purpose of holding the Company’s portfolio of loan investments. Gladstone Capital Advisers, Inc. is also a wholly-owned subsidiary.
Gladstone SSBIC Corporation (“Gladstone SSBIC”), a wholly-owned subsidiary of the Company, was established on November 21, 2006 for the purpose of holding a license to operate as a Specialized Small Business Investment Company. Gladstone SSBIC acquired this license in February 2007. This will enable the Company, through this subsidiary, to make investments in accordance with the United States Small Business Administration guidelines for specialized small business investment companies.
The financial statements of the subsidiaries are consolidated with those of the Company.
The Company is externally managed by Gladstone Management Corporation (the “Adviser”), an unconsolidated affiliate of the Company.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Statements
Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended September 30, 2006, as filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2006.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation with no effect to net increase in net assets resulting from operations.
20
Investment Valuation
The Company carries its investments at fair value, as determined by its Board of Directors. Securities that are publicly traded are valued at the closing price on the valuation date. Securities for which a limited market exists, such as certain participations in syndicated loans, are valued at the indicative bid price on or near the valuation date from the respective originating syndication agent’s trading desk. Debt and equity securities that are not publicly traded, or for which a limited market does not exist, are valued at fair value. The Company’s Board of Directors has established a valuation policy and consistently applied valuation procedures used to determine the fair value of these securities quarterly.
The procedures for the determination of value of the Company’s debt securities that that are not publicly traded and that are issued to portfolio companies where the Company has no equity, or equity-like securities, rely on the opinions of value submitted to us by Standard & Poor’s Securities Evaluations, Inc. (“SPSE”). The Company may also submit paid in kind (“PIK”) interest to SPSE for valuation when it is determined the PIK interest is likely to be received. SPSE will only evaluate the debt portion of the Company’s investments for which the Company specifically requests evaluation, and may decline to make requested evaluations for any reason at its sole discretion. SPSE opinions of value are submitted to the Board of Directors along with the Adviser’s supplemental assessment and recommendation regarding valuation of each of these investments. Lastly, the Company adds any amortized original issue discount (“OID”) interest to the fair value, unless adverse factors lead to a determination of a lesser valuation.
The fair value of convertible debt, equity, success or exit fees or other equity-like securities is determined based on the collateral, the enterprise value of the issuer, the issuer’s ability to make payments, the earnings of the issuer, recent sales to third parties of similar securities, the comparison to publicly traded securities, discounted cash flow or other pertinent factors. In gathering the sales to third parties of similar securities, the Company may reference industry statistics and use outside experts.
Debt securities that are issued to portfolio companies where the Company has equity, or equity-like securities are valued at cost, if there is adequate total enterprise value determined when valuing the Company’s equity securities of the portfolio company. Fair values are discounted for any shortfall of total enterprise value over the total debt outstanding for the borrower.
The Board of Directors then reviews whether the Adviser has followed its established procedures for determinations of fair value, and votes whether or not to accept the recommended valuation of the Company’s investment portfolio.
Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have resulted had a ready market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuation currently assigned. Because there is a delay between when the Company closes an investment and when the investment can be evaluated by SPSE, new investments are not valued immediately by SPSE; rather, the Adviser makes its own determination about the recommended value of these investments in accordance with the Company’s valuation policy without the input of SPSE during the specific quarter in which the investment is made. Because SPSE does not currently perform independent valuations of mortgage loans or equity securities for the Company, the Adviser also determines a recommendation for the fair value of these investments, if any, without the input of SPSE. The Adviser considers a number of qualitative and quantitative factors in current market conditions when performing valuations. The Board of Directors then determines whether or not to accept the Adviser’s recommendations for the aggregate valuation of the Company’s portfolio of investments. The Board of Directors is ultimately responsible for setting the fair value and disclosure of investments in the financial statements.
Interest Income Recognition
Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. At June 30, 2007, one investment was on non-accrual. Conditional interest or a success fee is recorded when earned upon full repayment of a loan investment.
Paid in Kind Interest
The Company seeks to avoid PIK interest, however, the Company had one loan in its portfolio that contained a PIK provision during the six months ended March 31, 2006 and no loans with PIK provisions for the remainder of fiscal year 2006. A PIK provision requires the borrower to accrue a payment to the Company but the borrower does not have to pay that interest until the loan is paid in full. The PIK interest is added to the principal balance of the loan and recorded as income to the Company even though the cash has not been received. To maintain the Company’s status as a RIC (as discussed in Note 10), this non-cash source of income must be paid out to stockholders in the form of cash dividends, even though the Company has not yet collected the cash. The Company recorded no PIK interest income for the three and nine months ended June 30, 2007 and $63,217, respectively, for the nine months ended June 30, 2006, there were no PIK loans in the Company’s portfolio during the three months ended June 30, 2006.
21
Services Provided to Portfolio Companies
The 1940 Act requires that a business development company make available managerial assistance to its portfolio companies by providing significant guidance and counsel concerning the management, operations, or business objectives and policies of the respective portfolio company. The Company provides these and other services to its portfolio companies through its Adviser. Currently, neither the Company nor the Adviser charges a fee for managerial assistance.
The Adviser receives fees for other services it provides to portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to the Adviser by the borrower or potential borrower upon closing of the investment. The services the Adviser provides to portfolio companies vary by investment, but generally include a broad array of services, such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, turnaround management, merger and acquisition services and recruiting new management personnel. When the Adviser receives fees for these services, fifty percent of certain of those fees are credited to the base management fees due to the Adviser from the Company. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.
The Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to the Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by the Adviser when earned and are not credited against the base management fees.
While the Adviser receives all fees in connection with the Company’s investments, such fees received by the Adviser, with the exception of monitoring and review fees, are credited to the Company as a reduction of the advisory fee payable under the advisory agreement between the Company and the Adviser. Prior to April 1, 2007, these fees were entirely credited against the advisory fee payable and starting on April 1, 2007, these fees were credited at 50% against the advisory fee payable. For the three and nine months ended June 30, 2007, the Adviser received $1,061,750 and $2,147,750, respectively, of such fees, of which $530,875 and $1,616,875, respectively, were credited against the base management fee payable for the three and nine months ended June 30, 2007, as compared to $539,000 and $1,762,000, respectively, for the three and nine months ended June 30, 2006 and the advisory fee payable by the Company to the Adviser was reduced by these amounts. None of these fees were for managerial assistance even though the Adviser provided managerial assistance to many of the Company’s portfolio companies.
Cash and Cash Equivalents
Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less when purchased. Cash and cash equivalents are carried at cost which approximates fair value as of June 30, 2007 and September 30, 2006.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company’s cost basis in the investment at the disposition date and the net proceeds received from such disposition. Unrealized appreciation or depreciation displays the difference between the fair market value of the investment and the cost basis of such investment.
Federal and State Income Taxes
The Company intends to continue to qualify for treatment as a RIC under Subchapter M of the Code. As a RIC, the Company is not subject to federal or state income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required to distribute to its stockholders at least 90% of its investment company taxable income, as defined by the Code and, as such, no income tax provisions have been recorded for the individual companies of Gladstone Capital Corporation and Gladstone Business Loan LLC.
During the nine months ended June 30, 2006, Gladstone Capital Corporation recorded approximately $50,000 in connection with penalties incurred on misclassified revenue on its fiscal year 2004 corporate tax return.
22
Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Corrections,” a replacement of APB Opinion No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements” and changed the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle and also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted the provisions of SFAS No. 154, as applicable, on October 1, 2006.
In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB statements No. 133 and 140”(“SFAS No. 155”). SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) as long as the entire instrument is valued on a fair value basis. The statement also resolves and clarifies other specific SFAS No. 133 and SFAS No. 140 related issues. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company adopted SFAS No. 155 on October 1, 2006 and has not realized a material impact of the financial statements since all investments are valued on a fair value basis.
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109,”which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” This Statement shall be effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2006. The Company will adopt this Interpretation effective October 1, 2007. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies broadly to securities and other types of assets and liabilities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within that fiscal year. The Company will be required to adopt SFAS No. 157 on October 1, 2008 and is currently evaluating the impact of this pronouncement on its consolidated financial statements.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”). SAB 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements and requires registrants to consider the effect of all carry over and reversing effects of prior year misstatements when quantifying errors in current year financial statements. SAB 108 does not change the SEC’s previous guidance in SAB No. 99, “Materiality,” on evaluating the materiality of misstatements. A registrant applying the new guidance for the first time that identifies material errors in existence at the beginning of the first fiscal year ending after November 15, 2006, may correct those errors through a one-time cumulative effect adjustment to beginning-of-year retained earnings. The cumulative effect alternative is available only if the application of the new guidance results in a conclusion that a material error exists as of the beginning of the first fiscal year ending after November 15, 2006, and those misstatements were determined to be immaterial based on a proper application of the registrant’s previous method for quantifying misstatements. The adoption of SAB 108 did not have an impact on the Company’s consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115” which is effective for fiscal years beginning after November 15, 2007. This pronouncement permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. The Company is currently evaluating the potential impact of this pronouncement on its consolidated financial statements.
NOTE 3. INVESTMENTS
Investments at fair value consisted of the following industry classifications as of June 30, 2007 and September 30, 2006:
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Industry Classification
% of TotalInvestments
% ofNet Assets
Aerospace & Defense
4,755,812
1.3
2.2
5,529,891
2.5
3.2
Automobile
6,442,958
1.8
3.0
2.9
3.7
Broadcasting (TV, Radio & Cable)
36,289,808
9.8
16.9
Cargo Transport
16,018,000
4.3
7.4
8,650,000
4.0
5.0
Chemicals, Plastics & Rubber
25,732,964
7.0
12.0
31,105,148
14.3
18.0
Diversified/Conglomerate Manufacturing
3,999,950
1.1
1.9
Electronics
32,128,375
8.7
14.9
33,360,123
15.4
19.3
Entertainment
3,491,250
1.6
2.0
Farming & Agriculture
11,825,984
5.5
0.3
0.4
Finance
2,504,988
0.7
1.2
Healthcare, Education & Childcare
39,512,077
10.7
18.4
16,707,500
7.7
9.7
Home & Office Furnishings
17,020,625
4.6
7.9
20,636,991
9.5
Leisure, Amusement & Movies
9,707,063
2.6
4.5
Machinery
9,814,228
2.7
Mining, Steel, Iron & Non-precious Metals
26,963,375
7.3
12.5
2.4
Oil & Gas
5,771,250
6,056,250
2.8
3.5
Personal, Food and Miscellaneous Services
6,011,288
Personal & Nondurable Consumer Products
9,000,000
4.2
Printing, Publishing & Broadcasting
85,830,553
23.3
39.9
16,203,000
9.4
Retail Stores
6.9
Telecommunications
23,596,040
10.8
13.7
Textiles & Leather
10,706,237
13,785,932
6.3
8.0
Utilities
5,252,000
Total
100.0
The investments at fair value consisted of the following geographic regions of the United States at June 30, 2007 and September 30, 2006:
Geographic Region
Midwest
163,405,522
44.3
99,413,970
45.7
West
72,358,060
19.6
15,502,538
7.1
Mid-Atlantic
57,231,151
15.5
53,044,805
24.4
Southeast
50,493,423
24,697,113
11.3
Northeast
17,705,250
4.8
17,209,141
US Territory
2.1
3.6
The geographic region depicts the location of the headquarters for the Company’s portfolio companies. A portfolio company may have a number of other locations in other geographic regions.
NOTE 4. RELATED PARTY TRANSACTIONS
Loans to Employees
The Company provided loans to employees of the Adviser for the exercise of options under the Amended and Restated 2001 Equity Incentive Plan (the “2001 Plan”), which has since been terminated and is no longer in operation. The loans require the quarterly payment of interest at the market rate in effect at the date of issue, have varying terms not exceeding ten years and have been recorded as a reduction of net assets. The loans are evidenced by full recourse notes that are due upon maturity or 60 days following termination of employment, and the shares of common stock purchased with the proceeds of the loan are posted as collateral. No new loans were issued during the three and nine months ended June 30, 2007 and the Company received $300,941 of principal repayments during the nine months ended June 30, 2007. During the nine months ended June 30, 2006, the Company issued one loan to an employee for $199,980 and received principal repayments of $129,943 in connection with the full repayment of one loan and a partial
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repayment on another loan. The Company recognized interest income from all employee stock option loans of $132,795 and $403,917, respectively, for the three and nine months ended June 30, 2007, as compared to $108,877 and $323,003, respectively, for the three and nine months ended June 30, 2006.
Investment Advisory and Management and Administration Agreements
The Company is externally managed by the Adviser, which is controlled by our chairman and chief executive officer, under a contractual investment advisory agreement. On October 1, 2006, the Company entered into an amended and restated investment advisory agreement (the “Amended Advisory Agreement”). Prior to October 1, 2006, the relationship was governed by the initial advisory agreement (the “Initial Advisory Agreement”).
Terms of the Amended Advisory Agreement
Under the Amended Advisory Agreement, the Company pays the Adviser an annual base management fee of 2% of its average gross assets, which is defined as total assets less cash and cash equivalents pledged to creditors calculated as of the end of the two most recently completed fiscal quarters and also consists of a two-part incentive fee.
The first part of the incentive fee is an income-based incentive fee which rewards the Adviser if the Company’s quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of the Company’s net assets (the “hurdle rate”). The Company pays the Adviser an income incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:
· no incentive fee in any calendar quarter in which its pre-incentive fee net investment income does not exceed the hurdle rate (7% annualized);
· 100% of pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
· 20% of the amount of pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
The second part of the incentive fee is a capital gains incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date) and equals 20% of the Company’s realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Adviser, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Company’s inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in its portfolio.
The Adviser’s board of directors voluntarily waived, for the fiscal quarter ended June 30, 2007, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations and also waived a portion of the incentive fee due.
In addition to the base management and incentive fees under the Amended Advisory Agreement, certain fees received by the Adviser from the Company’s portfolio companies were credited against the investment advisory fee under the Initial Advisory Agreement, and will continue to be paid to the Adviser and credited under the Amended Advisory Agreement. Effective April 1, 2007, 50% of certain of the fees received by the Adviser are credited against the base management fee. In addition, the Company will continue to pay its direct expenses including, but not limited to, directors’ fees, legal and accounting fees, stockholder related expenses, and directors and officers insurance under the Amended Advisory Agreement.
For the three months ended June 30, 2007, the Company recorded a base management fee of $727,259, after reductions for loan servicing fees paid to the Adviser of $897,634, less a 50% credit of $530,875 for fees received by the Adviser and a $139,261 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management fee of $57,123 as compared to a base management fee of $334,814, after reductions for loan servicing fees paid to the Adviser of $693,965, less a credit of $539,000 for fees received by the Adviser and a $3,774 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management fee credit of $207,960 for the three months ended June 30, 2006. For the nine months ended June 30, 2007, the Company recorded a base management fee of $1,806,075, after reductions for loan servicing fees paid to the Adviser of $2,377,409, less a credit of $1,616,875 for fees received by the Adviser and a $369,161 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management fee credit of $179,961 as compared to a base management fee of $955,894, after reductions for loan servicing fees paid to the Adviser of $2,144,024, less a credit of $1,762,000 for fees received by the Adviser and a $3,774 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management fee credit of $809,880 for the nine months ended June 30, 2006. The Company also recorded a gross incentive fee of $1,166,529 and $3,474,007,
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for the three and nine months ended June 30, 2007, respectively, offset by a credit from a voluntary waiver issued by the Adviser’s board of directors of $1,038,752 and $2,696,124, for the three and nine months ended June 30, 2007, respectively, for a net incentive fee of $127,777 and $777,883, for the three and nine months ended June 30, 2007, respectively. There was no incentive fee in effect at June 30, 2006. As of June 30, 2007, the Company owed $57,123 of unpaid base management fee due to the Adviser and owed $127,777 of unpaid incentive fees to the Adviser, presented in the net fees due to Adviser in the accompanying consolidated statements of assets and liabilities. The credits to the base management fee and incentive fee are reflected on the consolidated statement of operations as credits to base management and incentive fees. Overall, the base management fee due to the Adviser cannot exceed 2% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year.
Terms of the Initial Advisory Agreement
As compensation for its services, under the Initial Advisory Agreement, the Company paid the Adviser an annual advisory fee of 1.25% of total assets (as reduced by cash and cash equivalents pledged to creditors), payable in quarterly computed increments of 0.3125%, and an annual administrative fee of 0.75% of total assets (as reduced by cash and cash equivalents pledged to creditors), payable in quarterly computed increments of 0.1875%, for a total annual management fee of 2.0% (0.50% quarterly) of total assets (as reduced by cash and cash equivalents pledged to creditors). The Company also paid all of its direct expenses including, but not limited to, directors’ fees, legal and accounting fees, stockholder related expenses, and directors and officers insurance.
Loan Servicing and Portfolio Company Fees
The Adviser also services the loans held by Business Loan, in return for which it receives a 1.5% annual fee based on the monthly aggregate outstanding balance of the loans pledged under the Company’s line of credit. Since the Company owns these loans, all loan servicing fees paid to the Adviser have been and continue to be treated as reductions directly against the 2% management fee, under both the Initial and Amended Advisory Agreements. Effective in April 2006, the Adviser’s board of directors voluntarily agreed to a waiver of the annual servicing fee rate for senior syndicated loans that, on a temporary basis, reduced the annual servicing fee rate on these loans to 0.5%. For the three and nine months ended June 30, 2007, these loan servicing fees totaled $897,634 and $2,377,409, respectively, as compared to the loan servicing fees for the three and nine months ended June 30, 2006 of $693,965 and $2,144,024, respectively, all of which were deducted against the 2% base management fee in order to derive the base management fee which is presented as the line item base management fee in the consolidated statements of operations. At June 30, 2007, the Company owed $219,339 of unpaid loan servicing fees to the Adviser, which are netted and recorded in fees due to Adviser. At September 30, 2006, the Company owed $214,608 in loan servicing fees to the Adviser, recorded in fees due to Adviser in the consolidated statements of assets and liabilities. Under the Initial and Amended Advisory Agreements, the Adviser has also provided and continues to provide managerial assistance and other services to the Company’s portfolio companies and may receive fees for services other than managerial assistance services.
Administration Agreement
On October 1, 2006, the Company entered into an administration agreement (the “Administration Agreement”) with Gladstone Administration, LLC (the “Administrator”), a wholly-owned subsidiary of the Adviser. Under the Administration Agreement, the Company pays separately for administrative services. The Administration Agreement provides for payments equal to the Company’s allocable portion of the Administrator’s overhead expenses in performing its obligations under the Administration Agreement, including, but not limited to, rent for employees of the Administrator, and the allocable portion of salaries and benefits expenses of the Company’s chief financial officer, controller, chief compliance officer, treasurer and their respective staffs. The Company recorded an administration fee of $186,895 and $481,746, respectively, for the three and nine months ended June 30, 2007. The administration fee was not in effect during the three and nine months ended June 30, 2006.
Sale of Investments to Affiliate
During the three and nine months ended June 30, 2007, the Company sold to its affiliate, Gladstone Investment Corporation (“Gladstone Investment”), certain of its investments in syndicated loan participations at market value totaling approximately $9.7 million and approximately $22.1 million, respectively. An independent broker was engaged to execute these transactions between the Company and Gladstone Investment. The independent broker accepted the quotes from the respective agent bank for each syndicated loan and then executed these transactions between the Company and Gladstone Investment. The cumulative effect of these transactions, net of any unamortized premiums or discounts associated with the loans, resulted in a realized net gain of $26,965 and $83,182, respectively, for the three and nine months ended June 30, 2007. The sales that occurred during the three months ended June 30, 2007 were all initiated during the three months ended March 31, 2007.
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NOTE 5. LINE OF CREDIT
Through Business Loan, the Company has a $220 million revolving credit facility (the “DB Facility”) with Deutsche Bank AG, as administrative agent, pursuant to which Business Loan pledges the loans it holds to secure future advances by certain institutional lenders. The interest rate charged on the advances under the DB Facility is based on the London Interbank Offered Rate (“LIBOR”), the Prime Rate or the Federal Funds Rate, depending on market conditions, and adjusts periodically. The DB Facility is in effect through May 23, 2008. As of June 30, 2007, the outstanding principal balance under the DB Facility was $161,188,000 at an interest rate of approximately 5.3%. Available borrowings are subject to various constraints imposed under the credit agreement, based on the aggregate loan balance pledged by Business Loan, which varies as loans are added and repaid, regardless of whether such repayments are early prepayment or are made as contractually required. At June 30, 2007, the remaining borrowing capacity available under the DB Facility was approximately $58.8 million.
The DB Facility contains covenants that require Business Loan to maintain its status as a separate entity; prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions); and restrict material changes to the Company’s credit and collection policies. The DB Facility also restricts some of the terms and provisions (including interest rates, terms to maturity and payments schedules) and limits the borrower and industry concentrations of loans that are eligible to secure advances. As of June 30, 2007, Business Loan was in compliance with all of the facility covenants.
The administrative agent also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with the Bank of New York as custodian. Deutsche Bank AG is also the trustee of the account and once a month remits the collected funds to the Company. At June 30, 2007, the amount due from custodian was $3,129,891 and at September 30, 2006, the amount due from custodian was $3,587,152.
The Adviser also services the loans pledged under the DB Facility. As a condition to this servicing arrangement, the Company executed a performance guaranty pursuant to which it guaranteed that the Adviser would comply fully with all of its obligations under the DB Facility. The performance guaranty requires that the Company maintain a minimum net worth of $100 million and maintain “asset coverage” with respect to “senior securities representing indebtedness” of at least 200%, in accordance with Section 18 of the 1940 Act. As of June 30, 2007, the Company was in compliance with all covenants under the performance guaranty.
NOTE 6. INTEREST RATE CAP AGREEMENT
Pursuant to the DB Facility, the Company has an interest rate cap agreement that effectively limits the interest rate on a portion of the borrowings under the line of credit.
The use of a cap involves risks that are different from those associated with ordinary portfolio securities transactions. Cap agreements may be considered to be illiquid. Although the Company will not enter into any such agreements unless it believes that the other party to the transaction is creditworthy, the Company does bear the risk of loss of the amount expected to be received under such agreements in the event of default or bankruptcy of the agreement counterparty.
In February 2004, the Company entered into an interest rate cap agreement with a notional amount of $35.0 million at a cost of $304,000. The interest rate cap agreement’s current notional amount is $8.8 million and it has a current fair value of $24,407 which is recorded in other assets on the Company’s consolidated balance sheet at June 30, 2007. At September 30, 2006, the interest rate cap agreement had a fair market value of $50,284. The Company records changes in the fair market value of the interest rate cap agreement monthly based on the current market valuation at month end as unrealized depreciation or appreciation on derivative on the Company’s consolidated statement of operations. The interest rate cap agreement expires in February 2009. The agreement provides that the Company’s floating interest rate or cost of funds on a portion of the portfolio’s borrowings will be capped at 5% when the LIBOR rate is in excess of 5%. During the three and nine months ended June 30, 2007, the Company recorded $8,405 and $31,198, respectively, as compared to $1,367 for the three and nine months ended June 30, 2006 of income from the interest rate cap agreement recorded as a realized gain on the settlement of derivative on the Company’s consolidated statements of operations.
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NOTE 7. COMMON STOCK TRANSACTIONS
As of June 30, 2006 and June 30, 2007, 50,000,000 shares of $0.001 par value common stock were authorized and 11,384,363 and 14,249,683 shares were outstanding, respectively.
Transactions in common stock were as follows:
Common Stock
Shares
Amount
Balance at September 30, 2005
11,303,510
11,304
Issuance of Common Stock Under Stock Option Plan
80,853
81
Balance at June 30, 2006
11,385
Balance at September 30, 2006
12,305,008
Issuance of Common Stock Under Shelf Offering
2,000
5,000
Stock surrendered for settlement of withholding tax
(60,325
(60
Balance at June 30, 2007
In May 2007, the Company completed a public offering of 2,000,000 shares of its common stock at $24.25 per share, less an underwriting discount of $1.21 per share or 5%. In October 2006, 5,000 shares of common stock were issued as a result of an option exercise which took place on the last business day of the prior fiscal year. These shares were issued by the transfer agent at the start of the current fiscal year and during the nine months ended June 30, 2007, 60,325 shares of stock were surrendered to the Company from certain optionees who exercised non-qualified stock options during the third and fourth quarters of fiscal year 2006 in order to satisfy settlement of withholding taxes that were paid by the Company with respect to the shares underlying the exercise of such options.
NOTE 8. STOCK OPTIONS
There were no stock options outstanding at June 30, 2007. Prior to its termination on September 30, 2006, the Company had authorized 2,000,000 shares of capital stock for the issuance of options under the 2001 Plan to employees and directors. Options granted under the 2001 Plan originally could have been exercised during a term not to exceed ten years from the date of grant. Only employees of the Company and its affiliates were eligible to receive incentive stock options and both employees and non-employee directors were eligible to receive nonstatutory stock options under the 2001 Plan. Options granted under the 2001 Plan were either incentive stock options or nonstatutory stock options. The option exercise price was equal to the market price on the date of the grant. In connection with the externalization of the Company’s management, all of the Company’s officers and employees became direct employees of the Adviser, as of October 1, 2004. However, these individuals continued to be eligible to receive stock options under the 2001 Plan. Effective October 1, 2004, the Company accounted for any options granted to employees of the Adviser, who qualify as leased employees of the Company under FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25.”
On October 1, 2005, the Company adopted SFAS No. 123 (revised 2004) “Share-based Payment”(“SFAS No. 123(R)”) using the modified prospective approach. Under the modified prospective approach, stock-based compensation expense was recorded for the unvested portion of previously issued awards that remained outstanding at October 1, 2005 using the same estimate of the grant date fair value and the same attribution method previously used to determine the pro forma disclosure under SFAS No. 123. SFAS No. 123(R) also requires that all share-based payments to employees after October 1, 2005, including employee stock options, be recognized in the financial statements as stock-based compensation expense based on the fair value on the date of grant.
For the three and nine months ended June 30, 2006, the Company recorded stock option compensation expense for the cost of stock options issued under the 2001 Plan of $202,296 and $279,618, respectively. The Company’s expensing of stock options decreased both basic and diluted net increase to net assets resulting from operations per share by $0.02 for the three and nine months ended June 30, 2006, respectively. Additionally, SFAS No. 123(R) states that any potential tax benefits associated with incentive stock options should be recognized only at the time of settlement if those options settle through a disqualifying disposition. Thus, the related stock-based compensation expense must be treated as a permanent difference until that time which, in turn, results in an increase to the Company’s effective tax rate. The Company did not record tax benefits associated with the expensing of stock options since the Company intends to qualify as a RIC under Subchapter M of the Code and as such the Company is not subject to federal income tax on the portion of its taxable income and gains distributed to stockholders, provided that at least 90% of the taxable income is distributed.
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NOTE 9. INCREASE IN NET ASSETS PER SHARE RESULTING FROM OPERATIONS
The following table sets forth the computation of basic and diluted net increase in net assets per share resulting from operations for the three and nine months ended June 30, 2007 and June 30, 2006:
Numerator for basic and diluted net increase in net assets resulting from operations per share
Denominator for basic weighted average shares
Dilutive effect of stock options
233,134
231,617
Denominator for diluted weighted average shares
Basic net increase in net assets resulting from operations per share
Diluted net increase in net assets resulting from operations per share
There were no stock options outstanding at June 30, 2007. There were 1,224,645 options outstanding to purchase common stock at June 30, 2006. Of these, 336,000 options were not included in the computation of diluted earnings per share for the three and nine months ended June 30, 2006, because the options’ exercise prices were greater than the average market price of the common shares for the period and, therefore, were anti-dilutive.
NOTE 10. DIVIDENDS
The Company is required to pay out as a dividend 90% of its ordinary income and short-term capital gains for each taxable year in order to maintain its status as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. It is the policy of the Company to pay out as a dividend up to 100% of those amounts. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based on the annual earnings estimated by the management of the Company. Based on that estimate, three monthly dividends are declared each quarter. At year-end the Company may pay a bonus dividend, in addition to the monthly dividends, to ensure that it has paid out at least 90% of its ordinary income and realized net short-term capital gains for the year. Long-term capital gains are composed of success fees, prepayment fees and gains from the sale of securities held for one year or more. The Company intends to retain long-term capital gains from the sale of securities, if any, and not pay them out as dividends, however, the Board of Directors may decide to declare and pay out capital gains during any fiscal year. If the Company decides to retain long-term capital gains, the portion of the retained capital gains will be subject to 35% tax. The tax characteristics of all dividends will be reported to stockholders on Form 1099 at the end of each calendar year. The following table lists the per share dividends paid for the nine months ended June 30, 2007 and 2006:
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Fiscal Year
Record Date
Payment Date
Dividendper Share
June 21, 2007
June 29, 2007
0.14
May 22, 2007
May 31, 2007
April 20, 2007
April 30, 2007
March 22, 2007
March 30, 2007
February 20, 2007
February 28, 2007
January 23, 2007
January 31, 2007
December 20, 2006
December 29, 2006
November 21, 2006
November 30, 2006
October 23, 2006
October 31, 2006
1.26
June 22, 2006
June 30, 2006
0.135
May 22, 2006
May 31, 2006
April 20, 2006
April 28, 2006
March 23, 2006
March 31, 2006
February 20, 2006
February 28, 2006
January 19, 2006
January 31, 2006
December 21, 2005
December 30, 2005
November 21, 2005
November 30, 2005
October 21, 2005
October 31, 2005
1.215
NOTE 11. CONTRACTUAL OBLIGATIONS
As of June 30, 2007, the Company was a party to signed and non-binding term sheets for two loan originations for an aggregate of $15.0 million. The Company expects to fund these potential investments as follows:
Payment Due by Period
Contractual Obligations
Less than 1 Year
1-3 Years
3-5 Years
More than5 Years
Investments
All prospective investments are subject to, among other things, the satisfactory completion of the Company’s due diligence investigation of each borrower, acceptance of terms and structure and receipt of necessary consents. With respect to each prospective loan, the Company will only agree to provide the loan if, among other things, the results of its due diligence investigations are satisfactory, the terms and conditions of the loan are acceptable and all necessary consents are received. The Company has initiated its due diligence investigations of the potential borrowers, however there can be no guarantee that facts will not be discovered in the course of completing the due diligence that would render a particular investment imprudent or that any of these investments will actually be made.
As of July 31, 2007, the above mentioned investments had not yet funded.
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NOTE 12. SUBSEQUENT EVENTS
In July 2007, the Company’s Board of Directors declared the following monthly cash dividends:
Dividend perShare
July 23, 2007
July 31, 2007
$0.14
August 23, 2007
August 31, 2007
September 20, 2007
September 28, 2007
On July 24, 2007, the Company completed an offering of 400,000 shares of its common stock, at a price of $20.41 per share, under a shelf registration statement on Form N-2 (File No. 333-143027), and pursuant to the terms set forth in a prospectus dated July 5, 2007, as supplemented by a final prospectus dated July 24, 2007. Net proceeds of the offering, after offering expenses, were approximately $8,149,000 and were used to repay outstanding borrowings under the Company’s line of credit.
On July 26, 2007, a loan to an employee, and the shares pledged as collateral under the loan under a separate pledge agreement, were cancelled due to an event of default which was triggered by a stop loss provision in the employee’s promissory note and pledge agreement. The provision specified that in the event that the aggregate value of the shares pledged under the note, as determined by the intra-day price of the shares on Nasdaq, became less than or equal to the aggregate outstanding principal amount of the note, the note would become immediately due and collectible through cancellation of the shares under the terms of the pledge agreement. The Company cancelled 37,109 shares which, in turn, cancelled via a non-cash transaction the remaining outstanding principal of the note of approximately $716,711.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
All statements contained herein, other than historical facts, may constitute “forward-looking statements.” These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: (1) adverse changes in interest rates; (2) our failure or inability to establish or maintain referral arrangements with leveraged buyout funds and venture capital funds to generate loan opportunities; (3) the loss of one or more of our executive officers, in particular David Gladstone, Terry Lee Brubaker, or George Stelljes III; (4) our inability to extend, refinance or maintain our credit facilities on terms reasonably acceptable to us, if at all in future equity capital resources; (5) our inability to successfully securitize our loan portfolio on terms reasonably acceptable to us, if at all; (6) the decision of our competitors to aggressively seek to make senior and subordinated loans to small and medium-sized businesses on terms more favorable than we intend to provide; and (7) those factors listed under the caption “Risk Factors” of the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on December 6, 2006 and our Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May 2, 2007. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Form 10-Q.
The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto contained elsewhere in this report and our annual report on Form 10-K for the fiscal year ended September 30, 2006.
OVERVIEW
We were incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. Our investment objectives are to achieve a high level of current income by investing in debt securities, consisting primarily of senior notes, second lien notes, and senior subordinated notes of established private businesses that are backed by leveraged buyout funds, venture capital funds or others, with a particular emphasis on second lien and senior subordinated notes. In addition, we may acquire existing loans, which meet this profile, from leveraged buyout funds, venture capital funds and others. We also seek to provide our stockholders with long-term capital growth through the appreciation in the value of warrants, or other equity instruments that we may receive when we extend loans. We operate as a closed-end, non-diversified management investment company, and have elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”).
We seek to invest in small and medium-sized businesses that meet certain criteria, including some or all of the following: (1) the potential for growth in cash flow, (2) adequate assets for loan collateral, (3) experienced management teams with a significant ownership interest in the borrower, (4) profitable operations based on the borrower’s cash flow, (5) reasonable capitalization of the borrower (usually by buyout funds or venture capital funds) and (6) the potential to realize appreciation and gain liquidity in our equity position, if any. We anticipate that liquidity in our equity position will be achieved through a merger or acquisition of the borrower, a public offering by the borrower or by exercise of our right to require the borrower to buy back its warrants. We lend to borrowers that need funds to, among other things, effect a change of control, restructure their balance sheets, or finance growth, including acquisitions.
Our loans typically range from $5 million to $15 million, although this investment size may vary proportionately as the size of our capital base changes, generally mature in no more than seven years and accrue interest at fixed or variable rates. Some of our loans may contain a provision that calls for some portion of the interest payments to be deferred and added to the principal balance so that the interest is paid, together with the principal, at maturity. This form of deferred interest is often called “paid in kind” or “PIK” interest, and, when earned, we record PIK interest as interest income and add the PIK interest to the principal balance of the loans. We seek to avoid PIK interest with all potential investments under review. We currently do not hold any investments with PIK and, therefore, there was no PIK accrued on our balance sheet as of June 30, 2007.
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Because the majority of our portfolio loans consist of term debt of private companies who typically cannot or will not expend the resources to have their debt securities rated by a credit rating agency, we expect that most of the debt securities we acquire will be unrated. We cannot accurately predict what ratings these loans might receive if they were in fact rated, and thus cannot determine whether or not they could be considered “investment grade” quality.
To the extent possible, our loans generally are collateralized by a security interest in the borrower’s assets. Interest payments are generally made monthly or quarterly (except to the extent of any PIK interest) with amortization of principal generally being deferred for several years. The principal amount of the loans and any accrued but unpaid interest generally become due at maturity at five to seven years. When we receive a warrant to purchase stock in a borrower in connection with a loan, the warrant will typically have an exercise price equal to the fair value of the portfolio company’s common stock at the time of the loan and entitle us to purchase a modest percentage of the borrower’s stock.
Original issue discounts (“OID”) arise when we extend a loan and receive an equity interest in the borrower at the same time. To the extent that the price paid for the equity is not at market value, we must allocate part of the price paid for the loan, to the value of the equity. Then the amount allocated to the equity, the OID, must be amortized over the life of the loan. As with PIK interest, the amortization of OID also produces income that must be recognized for purposes of satisfying the distribution requirements for a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), whereas the cash is received, if at all, when the equity instrument is sold. We seek to avoid OID and to date do not hold any investments with OID.
In addition, as a business development company under the 1940 Act, we are required to make available significant managerial assistance to our portfolio companies. Our investment adviser, Gladstone Management Corporation (the “Adviser”) provides these services on our behalf through its officers who are also our officers. In addition, our Adviser provides other services to our portfolio companies, for which it receives fees, in connection with our investments. The fees for these services are generally paid to the Adviser in part at the time a prospective portfolio company signs a non-binding term sheet with us (as further described in the following paragraph), with the remainder paid at the closing of the investment. These fees are generally non-recurring, however in some instances they may have a recurring component which is also paid to the Adviser. Fees for certain of these services are credited 50% against the base management fee payable to the Adviser pursuant to the terms of our advisory agreement, which has the effect of reducing our expenses to the extent of any such credits. The specific other services the Adviser provides vary by portfolio company, but generally include a broad array of services to the portfolio companies such as investment banking services, arranging bank financing, arranging equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, turnaround management, merger and acquisition services and recruiting new management personnel. To date the Adviser has not charged for managerial assistance services, however, if the Adviser does receive fees for such managerial assistance, the Adviser will credit the managerial assistance fees to the base management fee due from us to the Adviser.
Prior to making an investment, we ordinarily enter into a non-binding term sheet with the potential borrower. These non-binding term sheets are generally subject to a number of conditions, including, but not limited to, the satisfactory completion of our due diligence investigations of the potential borrower’s business, reaching agreement on the legal documentation for the loan, and the receipt of all necessary consents. Upon execution of the non-binding term sheet, the potential borrower generally pays the Adviser a non-refundable fee for its services rendered through the date of the non-binding term sheet. These fees are received by the Adviser and are offset against the base management fee payable to the Adviser, which has the effect of reducing our expenses to the extent of any such fees received by the Adviser.
In the event that we expend significant effort in considering and negotiating a potential investment that ultimately is not consummated, we generally will seek reimbursement from the proposed borrower for our reasonable expenses incurred in connection with the transaction, including legal fees. Any amounts collected for expenses incurred by the Adviser in connection with unconsummated investments will be reimbursed to the Adviser. Amounts collected for these expenses incurred by us will be reimbursed to us and will be recognized in the period in which such reimbursement is received, however, there can be no guarantee that we will be successful in collecting any such reimbursements.
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During the nine months ended June 30, 2007, we extended, directly or through participations or acquisitions, approximately $253.7 million of new loans to a total of 52 companies. This includes an acquisition of approximately $63.3 million in senior debt with 16 different borrowers in June 2007. Also, during the nine months ended June 30, 2007, four borrowers repaid their loans ahead of contractual maturity, one borrower refinanced its investment and we sold or were repaid in full on twenty four syndicated loans of approximately $90.8 million, and we received scheduled contractual principal repayments of approximately $9.0 million, for total principal repayments of approximately $99.8 million. Since our initial public offering in August 2001, we have made 227 different loans to, or investments in, 120 companies for a total of approximately $760.2 million, before giving effect to principal repayments on investments and divestitures.
These prospective loans are subject to, among other things, the satisfactory completion of our due diligence investigation of each borrower, acceptance of terms and structure and attainment of necessary consents. With respect to each prospective loan, we will only agree to provide the loan if, among other things, the results of our due diligence investigations are satisfactory, the terms and conditions of the loan are acceptable and all necessary consents are received. Our management has initiated its due diligence investigations of the potential borrowers, however we cannot assure you that we will not discover facts in the course of completing our due diligence that would render a particular investment imprudent or that any of these loans will actually be made.
Our Investment Adviser and Administrator
Our Adviser is led by a management team which has extensive experience in our lines of business. Our Adviser is controlled by David Gladstone, our chairman and chief executive officer. Mr. Gladstone is also the chairman and chief executive officer of our Adviser. Terry Lee Brubaker, our vice chairman, chief operating officer, secretary and director, is a member of the board of directors of our Adviser and its vice chairman and chief operating officer. George Stelljes III, our president, chief investment officer and director, is a member of the board of directors of our Adviser and its president and chief investment officer. Harry Brill, our chief financial officer, is also the chief financial officer of our Adviser. Our Adviser also has a wholly-owned subsidiary, Gladstone Administration, LLC (the “Administrator”), which employs our chief financial officer, chief compliance officer, controller, treasurer and their respective staffs.
Our Adviser and Administrator also provide investment advisory and administrative services to our affiliates, Gladstone Commercial Corporation, a publicly traded real estate investment trust; Gladstone Investment Corporation, a publicly traded business development company; and Gladstone Land Corporation, an agricultural real estate company owned by Mr. Gladstone. All of our directors and executive officers serve as either directors or executive officers, or both, of Gladstone Commercial Corporation and Gladstone Investment Corporation. In the future, our Adviser may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.
We have been externally managed by our Adviser pursuant to an investment advisory and management agreement since October 1, 2004. Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Our Adviser is headquartered in McLean, Virginia, a suburb of Washington D.C., and also has offices in New York, New Jersey, Pennsylvania, Illinois, Texas and Washington.
Investment Advisory and Management Agreement
On December 2, 2005, our stockholders approved a proposal to enter into an amended and restated investment advisory agreement (the “Amended Advisory Agreement”) with the Adviser and an administration agreement (the “Administration Agreement”) between us and our Administrator, both of which became effective on October 1, 2006. The Amended Advisory Agreement replaced the original advisory agreement (the “Initial Advisory Agreement”), which terminated on September 30, 2006. We will continue to pay our direct expenses including, but not limited to, directors’ fees, legal and accounting fees, stockholder related expenses, and directors and officers insurance under the Amended Advisory Agreement.
Pursuant to the Initial Advisory Agreement, we paid the Adviser an annual advisory fee of 1.25% of our total assets (as reduced by cash and cash equivalents pledged to creditors), payable in quarterly computed increments of 0.3125%, and an annual administrative fee of 0.75% of our total assets (as reduced by cash and cash equivalents pledged to creditors), payable in quarterly computed increments of 0.1875%, for a total annual base management fee of 2%. This fee was then directly reduced by the amount of loan servicing fees paid to the Adviser and any other fees received by the Adviser from our borrowers and potential borrowers.
Under the Amended Advisory Agreement, we pay the Adviser an annual base management fee of 2% of our average gross assets, which is defined as total assets less cash and cash equivalents pledged to creditors calculated as of the end of the two most recently completed fiscal quarters and also consists of a two-part incentive fee.
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The first part of the incentive fee is an income-based incentive fee which rewards the Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets (the “hurdle rate”). We will pay the Adviser an income incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:
· no incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the hurdle rate (7% annualized);
· 100% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875% in any calendar quarter (8.75% annualized); and
· 20% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), commencing on October 1, 2006, and will equal 20% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Adviser, we will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio.
The Adviser’s board of directors has agreed to voluntarily waive 1.5% of the annual 2.0% base management fee to 0.5% for senior syndicated loans for the three and nine months ended June 30, 2007.
In addition to the base management and incentive fees under the Amended Advisory Agreement, certain fees received by the Adviser from our portfolio companies were credited against the investment advisory fee under the Initial Advisory Agreement, and will continue to be paid to the Adviser and credited under the Amended Advisory Agreement.
The Adviser services our loan portfolio pursuant to a loan servicing agreement with Gladstone Business Loan, LLC (“Business Loan”) in return for a 1.5% annual fee, based on the monthly aggregate outstanding loan balance of the loans pledged under our credit facility. Effective in April 2006, the Adviser’s board of directors voted to reduce the portion of the 1.5% annual fee to 0.5% for senior syndicated loans. This fee directly reduces the amount of fee payable under both the Initial and Amended Advisory Agreements.
Under the Administration Agreement, we pay separately for administrative services. The Administration Agreement provides for payments equal to our allocable portion of the Administrator’s overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of the Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, controller, chief compliance officer, treasurer and their respective staffs. Our allocable portion of expenses is derived by multiplying our Administrator’s total expenses by the percentage of our average total assets (the total assets at the beginning and end of each quarter) in comparison to the average total assets of all companies managed by our Adviser.
Off-Balance Sheet Arrangements
We do not have any significant off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Securities and Exchange Commission (“SEC”) Regulation S-K as of June 30, 2007.
In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Corrections,” a replacement of APB Opinion No. 20,“Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements”and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle and also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS No. 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We adopted the provisions of SFAS No. 154, as applicable, on October 1, 2006.
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In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB statements No. 133 and 140” (“SFAS No. 155”). SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) as long as the entire instrument is valued on a fair value basis. The statement also resolves and clarifies other specific SFAS No. 133 and SFAS No. 140 related issues. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. We adopted SFAS No. 155 on October 1, 2006 and have not realized a material impact of the financial statements since all investments are valued on a fair value basis.
In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” This Statement shall be effective as of the beginning of an entity’s first fiscal year that begins after December 15, 2006. We will adopt this Interpretation effective October 1, 2007, and are currently evaluating the impact of this pronouncement on the consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies broadly to securities and other types of assets and liabilities. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within that fiscal year. We will be required to adopt SFAS No. 157 on October 1, 2008 and are currently evaluating the impact of this pronouncement on the consolidated financial statements.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”). SAB 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements and requires registrants to consider the effect of all carry over and reversing effects of prior year misstatements when quantifying errors in current year financial statements. SAB 108 does not change the SEC’s previous guidance in SAB No. 99, “Materiality,”on evaluating the materiality of misstatements. A registrant applying the new guidance for the first time that identifies material errors in existence at the beginning of the first fiscal year ending after November 15, 2006, may correct those errors through a one-time cumulative effect adjustment to beginning-of-year retained earnings. The cumulative effect alternative is available only if the application of the new guidance results in a conclusion that a material error exists as of the beginning of the first fiscal year ending after November 15, 2006, and those misstatements were determined to be immaterial based on a proper application of the registrant’s previous method for quantifying misstatements. The adoption of SAB 108 did not have an impact on the consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115,” which is effective for fiscal years beginning after November 15, 2007. This pronouncement permits an entity to choose to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. We are currently evaluating the potential impact of this pronouncement on the consolidated financial statements.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported consolidated amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ materially from those estimates. Our accounting policies are more fully described in the “Notes to Consolidated Financial Statements” contained elsewhere in this report. We have identified our investment valuation process as our most critical accounting policy.
The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.
General Valuation Policy:Using procedures established by our Board of Directors, we value our investment portfolio each quarter. We carry our investments at fair value, as determined in good faith by or under the direction of our Board of Directors. Securities that are publicly traded, if any, are valued at the closing price of the exchange or securities market on which they are listed on the valuation date. Securities that are not traded on a public exchange or securities market, but for which a limited market exists and that have been rated by a nationally recognized statistical rating organizations, (“NRSRO”), (such as certain participations in syndicated loans) are valued at the indicative bid price offered by the respective originating syndication agent’s desk on or near the valuation date.
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Debt and equity securities that are not publicly traded, for which a limited market does not exist, or for which a limited market exists but that have not been rated by a NRSRO (or for which we have various degrees of trading restrictions) are valued at fair value as determined in good faith by or under the direction of our Board of Directors. In making the good faith determination of the value of these securities, we start with the cost basis of the security, which includes the amortized OID and PIK interest, if any. We then apply the methods set out below in “Valuation Methods.” Members of our Adviser’s portfolio management team prepare the valuations of our investments in portfolio companies using the most recent portfolio company financial statements and forecasts. These individuals also consult with portfolio company senior management and ownership to obtain further updates on the portfolio company’s performance, including information such as industry trends, new product development, and other operational issues. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been obtained had a ready market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. There is no single standard for determining fair value in good faith, as fair value depends upon circumstances of each individual case. In general, fair value is the amount that we might reasonably expect to receive upon the current sale of the security.
At June 30, 2007, we engaged Standard & Poor’s Securities Evaluations, Inc. (“SPSE”) to submit opinions of value for most of our loan securities. We request that SPSE also evaluate and assign values to success fees (conditional interest included in some loan securities) when we determine that the probability of receiving a success fee on a given loan is above 6-8%, a threshold of significance. We may also submit paid in kind (“PIK”) interest to SPSE for valuation when it is determined the PIK interest is likely to be received. SPSE will only evaluate the debt portion of our investments for which we specifically request evaluation, and may decline to make requested evaluations for any reason at its sole discretion. We also add any amortized original issue discount (“OID”) interest to the fair value, unless adverse factors lead to a determination of a lesser valuation. Upon completing our collection of data with respect to the investments (including the information described under “Credit Information,”the risk ratings of the loans described under “Loan Grading and Risk Rating” and the factors described under “Valuation Methods”), this valuation data is forwarded along to SPSE for review and analysis. SPSE makes its independent assessment of the data that we have assembled and assesses its independent data to form an opinion as to what they consider to be the market values for the securities. With regard to its work, SPSE has issued the following paragraph:
SPSE provides evaluated price opinions which are reflective of what SPSE believes the bid side of the market would be for each loan after careful review and analysis of descriptive, market and credit information. Each price reflects SPSE’s best judgment based upon careful examination of a variety of market factors. Because of fluctuation in the market and in other factors beyond its control, SPSE cannot guarantee these evaluations. The evaluations reflect the market prices, or estimates thereof, on the date specified. The prices are based on comparable market prices for similar securities. Market information has been obtained from reputable secondary market sources. Although these sources are considered reliable, SPSE cannot guarantee their accuracy.
SPSE opinions of value are submitted to our Board of Directors along with our Adviser’s supplemental assessment and recommendation regarding valuation of each of these investments. Our Adviser generally accepts the opinion of value given by SPSE, however, in certain limited circumstances, such as when our Adviser may learn new information regarding an investment between the time of submission to SPSE and the date of the Board assessment, our Adviser’s conclusions as to value may differ from the opinion of value delivered by SPSE. Our Board of Directors then reviews whether our Adviser has followed its established procedures for determinations of fair value, and votes whether to accept the recommended valuation of our investment portfolio. Our Adviser and our management recommended, and the Board of Directors voted to accept, the opinions of value delivered by SPSE on the loans in our portfolio as denoted on the schedule of investments as of June 30, 2007 and September 30, 2006, included in our consolidated financial statements.
Because there is a delay between when we close an investment and when the investment can be evaluated by SPSE, new loans are not valued immediately by SPSE; rather, management makes its own determination about the value of these investments in accordance with our valuation policy. Because SPSE does not provide values for our equity securities, our Adviser determines the fair value of these investments using valuation policies approved by our Board of Directors.
Credit Information: Our Adviser monitors a wide variety of key credit statistics that provide information regarding our portfolio companies to help us assess credit quality and portfolio performance. If we held a controlled or affiliate investment, we and our Adviser would participate in periodic board meetings of such portfolio companies and also require them to provide annual audited and monthly unaudited financial statements. Using these statements and board discussions, our Adviser would calculate and evaluate the credit statistics.
Loan Grading and Risk Rating: As part of our valuation procedures we risk rate all of our investments in debt securities. For syndicated loans that have been rated by a NRSRO (as defined in Rule 2a-7 under the 1940 Act), we use the NRSRO’s risk rating for such security. For all other debt securities, we use a proprietary risk rating system. Our risk rating system uses a scale of 0 to 10, with 10 being the lowest probability of default. This system is used to estimate the probability of default on debt securities and the
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probability of loss if there is a default. These types of systems are referred to as risk rating systems and are used by banks and rating agencies. The risk rating system covers both qualitative and quantitative aspects of the business and the securities we hold.
For the debt securities for which we do not use a third-party NRSRO risk rating, we seek to have our risk rating system mirror the risk rating systems of major risk rating organizations, such as those provided by a NRSRO. While we seek to mirror the NRSRO systems, we cannot provide any assurance that our risk rating system will provide the same risk rating as a NRSRO for these securities. The following chart is an estimate of the relationship of our risk rating system to the designations used by two NRSROs as they risk rate debt securities of major companies. Because our system rates debt securities of companies that are unrated by any NRSRO, there can be no assurance that the correlation to the NRSRO set out below is accurate. We believe our risk rating would be significantly higher than a typical NRSRO risk rating because the risk rating of the typical NRSRO is designed for larger businesses. However, our risk rating has been designed to risk rate the securities of smaller businesses that are not rated by a typical NRSRO. Therefore, when we use our risk rating on larger business securities, the risk rating is higher than a typical NRSRO rating. The primary difference between our risk rating and the rating of a typical NRSRO is that our risk rating uses more quantitative determinants and includes qualitative determinants that we believe are not used in the NRSRO rating. It is our understanding that most debt securities of medium-sized companies do not exceed the grade of BBB on a NRSRO scale, so there would be no debt securities in the middle market that would meet the definition of AAA, AA or A. Therefore, our scale begins with the designation 10 as the best risk rating which may be equivalent to a BBB from a NRSRO, however, no assurance can be given that a 10 on our scale is equal to a BBB on a NRSRO scale.
Company’s
ystem
FirstNRSRO
SecondNRSRO
Gladstone Capital’s Description(a)
>10
Baa2
BBB
Probability of Default (PD during the next ten years is 4% and the Expected
Loss (EL) is 1% or less
Baa3
BBB-
PD is 5% and the EL is 1% to 2%
Ba1
BB+
PD is 10% and the EL is 2% to 3%
Ba2
BB
PD is 16% and the EL is 3% to 4%
Ba3
BB-
PD is 17.8% and the EL is 4% to 5%
B1
B+
PD is 22% and the EL is 5% to 6.5%
B2
B
PD is 25% and the EL is 6.5% to 8%
B3
B-
PD is 27% and the EL is 8% to 10%
Caa1
CCC+
PD is 30% and the EL is 10% to 13.3%
Caa2
CCC
PD is 35% and the EL is 13.3% to 16.7%
1
Caa3
CC
PD is 65% and the EL is 16.7% to 20%
0
N/a
D
PD is 85% or there is a Payment Default: and the EL is greater than 20%
(a) The default rates set here are for a ten year term debt security. If the company’s debt security is less than ten years then the probability of default is adjusted to a lower percentage for the shorter period which may move the security higher on our risk rating scale.
The above scale gives an indication of the probability of default and the magnitude of the loss if there is a default. Our policy is to stop accruing interest on an investment if we determine that interest is no longer collectible. Currently, our investment in MCA Communications LLC is on non-accrual, the investment is currently not accruing interest nor is it paying any past due interest. Additionally, we do not risk rate our equity securities.
The following table lists the risk ratings for all non-syndicated loans in our portfolio at June 30, 2007 and September 30, 2006, representing approximately 76% and 73%, respectively, of all loans in our portfolio:
Rating
Sept. 30, 2006
Average
7.2
Weighted Average
Highest
9.0
Lowest
6.0
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The following table lists the risk ratings for syndicated loans in our portfolio that are not currently rated by an NRSRO at June 30, 2007 and September 30, 2006, representing approximately 6% and 17%, respectively, of all loans in our portfolio:
6.1
For syndicated loans that are currently rated by an NRSRO, we risk rate such loans in accordance with the risk rating systems of major risk rating organizations such as those provided by a NRSRO. The following table lists the risk ratings for all syndicated loans in our portfolio that are currently rated by an NRSRO at June 30, 2007 and September 30, 2006, representing approximately 18% and 10%, respectively, of all loans in our portfolio:
CCC+/Caa1
B/B3
B-/B3
CCC/Caa2
CCC/Caa1
Valuation Methods: We determine the value of publicly-traded debt securities based on the closing price for the security on the exchange or securities market on which it is listed on the valuation date. We value debt securities that are not publicly traded, but for which a limited market for the security exists, such as certain participations in syndicated loans, at the indicative bid price offered by the respective originating syndication agent’s trading desk on or near the valuation date. At June 30, 2007, none of the debt securities in our portfolio were publicly traded and there was a limited market for 31 debt securities in our portfolio. At September 30, 2006, none of the debt securities in our portfolio were publicly traded and there was a limited market for 9 debt securities in our portfolio.
Debt securities that are issued to portfolio companies where we have an equity, or equity-like interest that are not publicly traded, for which there is no market, or for which there is a market but the securities have not been rated by a NRSRO, are valued at cost, if there is adequate total enterprise value determined when valuing our equity holdings in the borrower. Fair values are discounted for any shortfall of total enterprise value over the total debt outstanding for the borrower. At June 30, 2007, for our debt investment in Clinton Aluminum Holdings LLC, where we hold a warrant, we solicited and were provided an opinion of value by SPSE. Prospectively, in accordance with our valuation policies, due to its accompanying equity-like security, the debt securities for this investment will not be assessed by SPSE.
Debt securities that are not publicly traded and that are issued to portfolio companies where we have no equity or equity-like securities, for which there is no market, or for which there is a market but have not been rated by a NRSRO, we begin with the risk rating designation of the security as described above. Using this risk rating designation, we seek to determine the value of the security as if we currently intended to sell the security and consider some or all of the following factors:
· the cost basis and the type of the security;
· the nature and realizable value of the collateral;
· the portfolio company’s ability to make payments and discounted cash flow;
· reports from portfolio company senior management and board meetings;
· reported values of similar securities of the portfolio company or comparable companies; and
· changes in the economy affecting the portfolio company.
We value convertible debt, equity, success or exit fees or other equity-like securities for which there is a market based on the market prices for such securities, even if that market is not robust. At June 30, 2007 and September 30, 2006, there was no market for any of the equity securities we owned. To value equity securities for which no market exists, we use the same information we would use for a debt security valuation described above, except risk-rating, as well as standard valuation techniques used by major valuation firms to value the equity securities of private companies. These valuation techniques also include discounted cash flow of the expected sale price in the future, valuation of the securities based on recent sales to third parties in comparable transactions, or a review of similar companies that are publicly traded and the market multiple of their equity securities. In gathering the sales to third parties of similar securities, we may reference industry statistics and use outside experts. At June 30, 2007 and September 30, 2006, we had $146,124 and $37,000, respectively, invested, at cost, in equity securities compared to our debt portfolio with a cost basis of $369,829,274 and $216,165,986, respectively.
At June 30, 2007, we had total unrealized depreciation of $4,288,673, which was mainly comprised of unrealized deprecation of $1,375,000 on our senior subordinated term debt investment in Visual Edge Technology, Inc., unrealized depreciation of $1,022,250, on the aggregate of our investments in LocalTel, Inc. and unrealized depreciation of $282,750 on our senior term debt investment in It’s Just Lunch International, LLC. Unrealized appreciation of $3,262,522 was primarily composed of unrealized appreciation of $2,935,858 on our warrants in Finn Corporation. In the aggregate, we recorded net unrealized depreciation of $1,026,151 on our total investment portfolio as of June 30, 2007.
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At September 30, 2006, we had total unrealized appreciation of $2,015,198, which was mainly comprised of unrealized appreciation of $672,431 on our warrants of Finn Corporation, unrealized appreciation of $607,625 on our senior term debt in Mistras Holding Corporation and unrealized appreciation of $148,287 on our senior subordinated term debt investment in Xspedius Communications, LLC. This unrealized appreciation was offset by unrealized depreciation of $575,434, most notably composed of unrealized depreciation of $131,367 on our senior subordinated term debt investment in Consolidated Bedding, Inc. and unrealized depreciation of $115,750 on our senior term debt in LocalTel Inc. In the aggregate, we recorded net unrealized appreciation of $1,439,764 on our total investment portfolio as of September 30, 2006.
Tax Status
Federal Income Taxes
We intend to continue to qualify for treatment as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. As a RIC, we are not subject to federal income tax on the portion of our taxable income and gains distributed to stockholders. To qualify as a RIC, we are required to distribute to stockholders at least 90% of our investment company taxable income, as defined by the Code. We have a policy to pay out as a dividend up to 100% of that amount.
In an effort to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year, an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years.
Revenue Recognition
Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. We will stop accruing interest on investments and write off any previously accrued and uncollected interest when it is determined that interest is no longer collectible. Conditional interest or a success fee is recorded when earned upon full repayment of a loan investment.
In the future, we may hold loans in our portfolio which contain a PIK interest provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain our status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though we have not yet collected the cash.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended June 30, 2007 to the Three Months Ended June 30, 2006
Investment Income
Investment income for the three months ended June 30, 2007 was $9,201,279, as compared to $6,522,816 for the three months ended June 30, 2006.
Interest income from our investments in debt securities of private companies was $8,911,643 for the three months ended June 30, 2007, as compared with $5,775,522 for the three months ended June 30, 2006. This increase consisted of approximately $88.5 million of net new investments. As a result of repayments by Allied Extruders LLC, and SCPH Holdings during the three months ended June 2007, we recorded success fees of approximately $515,000. In June 2007, we purchased a senior debt portfolio of approximately $63.3 million to 16 different lenders, which is included in the net new investments described above
The annualized weighted average yield on our portfolio for the three months ended June 30, 2007 was 11.8%; there was no PIK interest accrued during the three months ended June 30, 2007. The annualized weighted average yield on our portfolio for the three months ended June 30, 2006 was 11.7% (with and without giving effect to PIK interest).
Interest income from invested cash and cash equivalents for the three months ended June 30, 2007 was $109,269, as compared to $8,178 for the three months ended June 30, 2006. Interest income increased from the prior year due to the amount of cash that was held in interest bearing accounts and the interest earned on our custodial account prior to disbursement.
For the three months ended June 30, 2007 and June 30, 2006, we recorded $132,795 and $108,877, respectively, in interest income from loans to our employees in connection with the exercise of employee stock options. The increase is the result of additional loans issued in connection with employee stock option exercises during the fourth quarter of the previous fiscal year.
For the three months ended June 30, 2007, we recorded $47,572 of prepayment fees and other income, as compared to $630,239 for the three months ended June 30, 2006. The income for both periods consisted of prepayment penalty fees received upon the full repayment of certain loan investments ahead of contractual maturity and prepayment fees received upon the early unscheduled principal repayments which, in both instances, were based on a percentage of the outstanding principal amount of the loan at the date of prepayment.
Operating Expenses
Operating expenses, prior to credit from the Adviser for fees earned and voluntary waivers to the base management fees and incentive fees, for the three months ended June 30, 2007 were $5,205,300, as compared to $2,277,508 for the three months ended June 30, 2006. Operating expenses for the three months ended June 30, 2007 reflected a significant increase in interest expense and management fees, prior to credits, as well as the addition of the incentive and administration fees, prior to credits, under the Amended Advisory and Administration Agreements.
Loan servicing fees of $897,634 were incurred for the three months ended June 30, 2007, as compared to $693,965 for the three months ended June 30, 2006. These fees were incurred in connection with a loan servicing agreement between Business Loan and our Adviser, which is based on the size of the portfolio. These fees were reduced against the amount of the base management fee due to our Adviser.
For the three months ended June 30, 2007, we incurred a base management fee of $727,259 , after reductions for loan servicing fees received by our Adviser of $897,634, less credits for fees received by our Adviser of $530,875 and a $139,261 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management fee of $57,123 as compared to the three months ended June 30, 2006, in which we incurred a base management fee of $334,814 after reductions for loan servicing fees received by our Adviser of $693,965, less credits for fees received by our Adviser of $539,000 and a $3,774 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management credit of $207,960. The base management fee is computed quarterly as described under “Investment Advisory and Management Agreement.” Effective April 1, 2007, the board of our Adviser reduced the amount of credit for fees received by our Adviser from 100% of the fees received to 50% of the fees received, therefore the three months ended June 30, 2007 reflects the reduced credit for fees received by our Adviser. The gross base management fee before the reduction for loan servicing fees for the three months ended June 30, 2007 and June 30, 2006, was $1,624,893 and $1,028,779, respectively, increased in the current period due to the growth of the investment portfolio as compared to the same period of the prior year.
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Effective October 1, 2006, the income based incentive fee became effective and as such we recorded a gross incentive fee of $1,166,529, which was reduced by a voluntary waiver issued by our Adviser’s board of directors of $1,038,752, which resulted in a net incentive fee of $127,777, which is recorded in fees due to Adviser on our consolidated statements of assets and liabilities at June 30, 2007. There was no incentive fee recorded for the three months ended June 30, 2006, as the Amended Advisory Agreement was not in effect.
Effective October 1, 2006, the Administration Agreement became effective in which we provide payments equal to our allocable portion of our Administrator’s overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of our Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, chief compliance officer and controller and their respective staffs. We incurred an administration fee of $186,895 for the three months ended June 30, 2007. There was no administration fee recorded during the three months ended June 30, 2006, as the Administration Agreement was not in effect.
Professional fees, consisting primarily of legal and audit fees, for the three months ended June 30, 2007 were $148,609, as compared to $166,405 for the three months ended June 30, 2006. The decrease is due to the reimbursement of certain legal fees at the time of the investment funding.
Amortization of deferred financing costs, in connection with our line of credit, was $72,133 for the three months ended June 30, 2007 and $36,036 for the three months ended June 30, 2006. The increase is due to the amortization of additional fees incurred with our line of credit which were not in place during the prior year period.
Interest expense for the three months ended June 30, 2007 was $1,762,249, as compared to $702,449 for the three months ended June 30, 2006. This increase is primarily a result of increased borrowings under our line of credit during the three months ended June 30, 2007, which borrowings were partially used to finance our increased investments, borrowings remaining outstanding for longer periods of time and an increase in the interest rates on our borrowings.
Stockholder related costs for the three months ended June 30, 2007 were $39,434, as compared to $28,371 for the three months ended June 30, 2006. Stockholder related costs include such recurring items as transfer agent fees, NASDAQ listing fees, SEC filing fees and annual report printing fees. These fees increased during the three months ended June 30, 2007 due to additional filing fees as compared to the prior year.
Directors’ fees for the three months ended June 30, 2007 were $56,250, as compared to $27,500 for the three months ended June 30, 2006 due to the increase in annual stipend fees and their related monthly amortization.
Insurance expense for the three months ended June 30, 2007 was $66,246, as compared to $50,589 for the three months ended June 30, 2006. The increase was primarily the result of an increase in the amortization of our directors and officers insurance policy premiums.
There was no stock option compensation expense recorded for the three months ended June 30, 2007 as there was no longer a stock option plan in effect. Stock option compensation expense for the three months ended June 30, 2006 was $202,296 and was the result of the adoption of the SFAS No. 123 (revised 2004) “Share-based Payment.”
Other expenses were $82,062 for the three months ended June 30, 2007, as compared to $35,083 for the three months ended June 30, 2006. The expenses primarily represent direct expenses such as travel related specifically to our portfolio companies, loan evaluation services for our portfolio companies, press releases and backup servicer expenses.
Net Realized Gain (Loss) on Sale of Investments
During the three months ended June 30, 2007, we sold or were repaid in full on eleven syndicate loan investments for a net loss of $5,021, as compared to a realized net loss of $100,850 as a result of the repayment in full of syndicate investments that contained unamortized premiums during the three months ended June 30, 2006.
Realized Gain on Settlement of Derivative
During the three months ended June 30, 2007, we received interest rate cap agreement payments of $8,405 as a result of the one month LIBOR exceeding 5% as compared to $1,367 during the three months ended June 30, 2006.
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Net Unrealized Depreciation on Derivative
During the three months ended June 30, 2007, we recorded net unrealized depreciation of $264 due to a decrease in the fair market value of our interest rate cap agreement, as compared to unrealized appreciation of $41,486 during the three months ended June 30, 2006.
Net Unrealized Appreciation on Investments
For the three months ended June 30, 2007, we recorded net unrealized appreciation on investments of $256,613, as compared to net unrealized appreciation of $812,991, for the three months ended June 30, 2006. The unrealized appreciation is mainly attributable to the increase in fair value on our portfolio due to the repayment in full of certain underperforming investments, most notably Consolidated Bedding, Inc.
Net Increase in Net Assets from Operations
Overall, we realized a net increase in net assets resulting from operations of $5,964,600 for the three months ended June 30, 2007. Based on a weighted-average of 13,561,511 basic and diluted shares outstanding, our net increase in net assets from operations per weighted-average common share for the three months ended June 30, 2007 was $0.44, basic and diluted.
For the three months ended June 30, 2006, we realized a net increase in net assets resulting from operations of $5,543,076. Based on a weighted-average of 11,337,291 (basic) and 11,570,425 (diluted) shares outstanding, our net increase in net assets from operations per weighted-average common share for the three months ended June 30, 2006 was $0.49 (basic) and $0.48 (diluted).
Comparison of the Nine months ended June 30, 2007 to the Nine months ended June 30, 2006
Investment income for the nine months ended June 30, 2007 was $26,078,775, as compared to $19,553,835 for the nine months ended June 30, 2006.
Interest income from our investments in debt securities of private companies was $25,064,702 for the nine months ended June 30, 2007 as compared with $18,497,893 for the nine months ended June 30, 2006, which included $63,217 of PIK interest. This increase consisted of net new investments of approximately $153.9 million for the nine months ended June 30, 2007, as compared to net new investments of approximately $2.8 million for the nine months ended June 30, 2006. As a result of a refinancing by Badanco Acquisition Corp. and a full repayment by Mistras Holdings Corp., Allied Extruders LLC, and SCPH Holdings we recorded success fees of approximately $2,250,000 during the nine months ended June 30, 2007. In June 2007, we purchased a senior debt portfolio of approximately $63.3 million to 16 different lenders, which is included in the net new investments described above.
The annualized weighted average yield on our portfolio for the nine months ended June 30, 2007 was 12.3%; there was no PIK interest accrued during the nine months ended June 30, 2007. The annualized weighted average yield on our portfolio for the nine months ended June 30, 2006 was 12.3% (with and without giving effect to PIK interest).
Interest income from invested cash and cash equivalents for the nine months ended June 30, 2007 was $178,183, as compared to $21,714 for the nine months ended June 30, 2006. Interest income increased from the prior year due to the amount of cash that was held interest bearing accounts and the interest earned on our custodial account prior to disbursement.
For the nine months ended June 30, 2007 and June 30, 2006, we recorded $403,917 and $323,003, respectively, in interest income from loans to our employees in connection with the exercise of employee stock options. The increase is the result of additional loans issued in connection with employee stock option exercises during the fourth quarter of the previous fiscal year.
For the nine months ended June 30, 2007, we recorded $431,973 of prepayment fees and other income, as compared to $711,225 for the nine months ended June 30, 2006. The income for both periods consisted of prepayment penalty fees received upon the full repayment of certain loan investments ahead of contractual maturity and prepayment fees received upon the early unscheduled principal repayments which, in both instances, were based on a percentage of the outstanding principal amount of the loan at the date of prepayment.
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Operating expenses, prior to credit from the Adviser for fees earned and voluntary waivers to the base management and incentive fees, for the nine months ended June 30, 2007 were $14,168,785, as compared to $6,835,060 for the nine months ended June 30, 2006. Operating expenses for the nine months ended June 30, 2007 reflected a significant increase in interest expense and management fees, prior to credits, as well as the addition of the incentive and administration fees, prior to credits, under the Amended Advisory and Administration Agreements.
Loan servicing fees of $2,377,409 were incurred for the nine months ended June 30, 2007, as compared to $2,144,024 for the nine months ended June 30, 2006. These fees were incurred in connection with a loan servicing agreement between Business Loan and our Adviser, which is based on the size of the portfolio. These fees were reduced against the amount of the base management fee due to our Adviser.
For the nine months ended June 30, 2007, we incurred a base management fee of $1,806,075 after reductions for loan servicing fees received by our Adviser of $2,377,409, less credits for fees received by our Adviser of $1,616,875 and a $369,161 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management fee credit of $179,961, as compared to the nine months ended June 30, 2006, in which we incurred a base management fee of $955,894 after reductions for loan servicing fees received by our Adviser of $2,144,024, less credits for fees received by our Adviser of $1,762,000 and a $3,774 fee reduction for the waiver of the 2% fee on senior syndicated loans to 0.5%, for a net base management credit of $809,880. The base management fee is computed quarterly as described under “Investment Advisory and Management Agreement.” Effective April 1, 2007, the board of our Adviser reduced the amount of credit for fees received by our Adviser from 100% of the fees received to 50% of the fees received, therefore, the three months ended June 30, 2007 reflect the reduced credit for fees received by our Adviser. The gross base management fee before the reduction for loan servicing fees for the nine months ended June 30, 2007 and June 30, 2006, was $4,183,484 and $3,099,918, respectively, which increased in the current period due to the growth of the investment portfolio as compared to the same period of the prior year and fewer credits for fees received by our Adviser.
Effective October 1, 2006, the income based incentive fee became effective and as such we recorded a gross incentive fee of $3,474,007, which was reduced by a voluntary waiver issued by our Adviser’s board of directors of $2,696,124, which resulted in a net incentive fee of $777,883, which is recorded in fees due to Adviser on our consolidated statements of assets and liabilities at June 30, 2007. There was no incentive fee recorded for the nine months ended June 30, 2006, as the Amended Advisory Agreement was not in effect.
Effective October 1, 2006, the Administration Agreement became effective in which we provide payments equal to our allocable portion of our Administrator’s overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of our Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, chief compliance officer and controller and their respective staffs. We incurred an administration fee of $481,746 for the nine months ended June 30, 2007. There was no administration fee recorded during the nine months ended June 30, 2006, as the Administration Agreement was not in effect.
Professional fees, consisting primarily of legal and audit fees, for the nine months ended June 30, 2007 were $368,610, as compared to $399,758 for the nine months ended June 30, 2006. The slight decrease is due to the reimbursement of certain legal fees at the time of investment funding.
Amortization of deferred financing costs, in connection with our line of credit, was $198,633 for the nine months ended June 30, 2007 and $94,572 for the nine months ended June 30, 2006. The increase is due to the amortization of additional fees incurred with our line of credit which were not in place during the prior year period.
Interest expense for the nine months ended June 30, 2007 was $4,693,525, as compared to $2,302,693 for the nine months ended June 30, 2006. This increase is primarily a result of increased borrowings under our line of credit during the nine months ended June 30, 2007, which borrowings were partially used to finance our increased investments, borrowings remaining outstanding for longer periods of time and an increase in the interest rates on our borrowings.
Stockholder related costs for the nine months ended June 30, 2007 were $190,450, as compared to $273,170 for the nine months ended June 30, 2006. Stockholder related costs include such recurring items as transfer agent fees, NASDAQ listing fees, SEC filing fees and annual report printing fees. These fees decreased during the nine months ended June 30, 2007 since there were no special proxy solicitation or stock option termination notices filed as there were during the nine months ended June 30, 2006.
Directors’ fees for the nine months ended June 30, 2007 were $167,470, as compared to $81,712 for the nine months ended June 30, 2006 due to the increase in annual stipend fees and their related monthly amortization.
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Insurance expense for the nine months ended June 30, 2007 was $191,338, as compared to $151,956 for the nine months ended June 30, 2006. The increase is primarily the result of an increase in the amortization of our directors and officers insurance policy premiums.
There was no stock option compensation expense recorded for the nine months ended June 30, 2007 as there was no longer a stock option plan in effect. Stock option compensation expense for the nine months ended June 30, 2006 was $279,618 and was the result of the adoption of the SFAS No. 123 (revised 2004) “Share-based Payment.”
Other expenses were $219,552 for the nine months ended June 30, 2007, as compared to $151,663 for the nine months ended June 30, 2006. The expenses primarily represent direct expenses such as travel related specifically to our portfolio companies, loan evaluation services for our portfolio companies, press releases and backup servicer expenses.
Income Tax Expense
During the nine months ended June 30, 2007, we sold or were repaid in full on 24 syndicate loan investments for a net gain of $81,498, as compared to an aggregate net loss of $903,945, which was composed of $1,180,595 loss from the sale of two investments and a net gain of $276,650 from the sale and repayments of syndicate investments during the nine months ended June 30, 2006.
During the nine months ended June 30, 2007, we received interest rate cap agreement payments of $31,198 as a result of the one month LIBOR exceeding 5%, as compared to $1,367 received during the nine months ended June 30, 2006.
Net Unrealized (Depreciation) Appreciation on Derivative
During the nine months ended June 30, 2007, we recorded net unrealized depreciation of $25,877 due to a decrease in the fair market value of our interest rate cap agreement, as compared to unrealized appreciation of $65,252 during the nine months ended June 30, 2006.
Net Unrealized (Depreciation) Appreciation on Investments
For the nine months ended June 30, 2007, we recorded net unrealized depreciation on investments of $2,465,915, as compared to net unrealized appreciation of $5,769,820, for the nine months ended June 30, 2006. The unrealized depreciation is mainly attributable to the depreciated fair value on certain investments, most notably unrealized depreciation on Its Just Lunch International LLC, LocalTel, Inc. and Visual Edge Technology, Inc., partially offset by appreciation of our warrants in Finn Corporation.
Overall, we realized a net increase in net assets resulting from operations of $14,213,054 for the nine months ended June 30, 2007. Based on a weighted-average of 12,701,845 basic and diluted shares outstanding, our net increase in net assets from operations per weighted-average common share for the nine months ended June 30, 2007 was $1.12, basic and diluted.
For the nine months ended June 30, 2006,we realized a net increase in net assets resulting from operations of $19,366,806. Based on a weighted-average of 11,317,437 (basic) and 11,549,054 (diluted) shares outstanding, our net increase in net assets from operations per weighted-average common share for the nine months ended June 30, 2006 was $1.71 (basic) and $1.68 (diluted).
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LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2007, we had investments in debt securities of, or loans to, 59 private companies, totaling approximately $370.0 million (cost basis) of total assets.
During the nine months ended June 30, 2007 and June 30, 2006, the following investment activity occurred:
Quarter Ended
New Investments
PrincipalRepayments
Net Gain/(Loss)on Disposal
126,086,654
37,572,621
March 31, 2007
75,330,167
38,263,017
84,205
December 31, 2006
52,311,008
23,967,229
2,314
253,727,829
39,916,834
44,358,944
38,471,109
24,815,067
377,500
December 31, 2005
26,688,457
38,702,066
(1,180,595
105,076,400
The following table summarizes the contractual principal amortization and maturity of our investment portfolio by fiscal year:
Fiscal Year Ended September 30,
8,358,133
2008
9,922,956
2009
26,109,512
2010
43,759,511
2011
94,200,816
Thereafter
187,624,470
Net cash used in operating activities for the nine months ended June 30, 2007, consisting primarily of the items described in “Results of Operations” and the investment activity described above, was approximately $136.6 million as compared to net cash provided by operating activities of approximately $17.8 million for the nine months ended June 30, 2006. Net cash provided by investing activities consisted of $300,941 and $129,943 for the nine months ended June 30, 2007 and June 30, 2006, respectively, and consisted of the principal repayments of employee loans. Net cash provided by financing activities for the nine months ended June 30, 2007 was approximately $139.1 million and mainly consisted of an offering of common stock for net proceeds of approximately $45.7 million, borrowings on our line of credit of approximately $277.8 million, offset by repayments on line of credit borrowings of approximately $166.6 million, and approximately $16.0 million for the payment of dividends. Net cash used in financing activities was approximately $18.0 million for the nine months ended June 30, 2006 and consisted primarily of net repayments on our line of credit of approximately $5.2 million and the payment of dividends of approximately $13.8 million.
During the nine months ended June 30, 2007, cash and cash equivalents increased from approximately $732,000 to approximately $3.5 million.
In order to qualify as a RIC and to avoid corporate level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. In accordance with these requirements, we declared and paid monthly cash dividends of $0.14 per common share for July, August, September, October, November and December 2006 and January, February, March, April, May and June 2007 and $0.135 per common share for January, February, March, April, May and June 2006, and October, November and December 2005. In July 2007, our Board of Directors declared a monthly dividend of $0.14 per common share for each of July, August, and September 2007.
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We anticipate continuing to borrow funds and, from time to time issuing additional equity securities, to obtain additional capital to make further investments. On May 2, 2007, we completed a public offering of 2,000,000 shares of our common stock, at a price of $24.25 per share, under a shelf registration statement on Form N-2 (File No. 333-100385), and pursuant to the terms set forth in a prospectus dated April 16, 2007, as supplemented by a final prospectus dated April 27, 2007. Net proceeds of the offering, after underwriting discounts and offering expenses were approximately $45,669,292 and were used to repay outstanding borrowings under our line of credit. In May 2007, we filed with the SEC a new shelf registration statement on Form N-2 (File No. 333-143027) (the “Registration Statement”) which the SEC declared effective on July 5, 2007 that would permit us to issue, through one or more transactions, up to an aggregate of $300 million in securities, consisting of common stock, preferred stock and/or debt securities. On July 24, 2007, we completed an offering of 400,000 shares of our common stock, at a price of $20.41 per share, under the Registration Statement, and pursuant to the terms set forth in a prospectus dated July 5, 2007, as supplemented by a final prospectus dated July 24, 2007. Net proceeds from this offering, after offering expenses, were approximately $8,149,000 and were used to repay outstanding borrowings under our line of credit. After this offering, we have the capacity to issue up to an aggregate of approximately $291.8 million in securities under the Registration Statement.
Revolving Credit Facilities
Through our wholly-owned subsidiary, Business Loan, we have a $220 million revolving credit facility (the “DB Facility”) with Deutsche Bank AG, as administrative agent, which is scheduled to mature on May 23, 2008. Pursuant to the DB Facility, Business Loan has pledged the loans it holds to secure future advances by certain institutional lenders. Interest rates charged on the advances under the DB Facility will be based on LIBOR, the Prime Rate or the Federal Funds Rate, depending on market conditions, and will adjust periodically. As of June 30, 2007, our outstanding principal balance under the DB Facility was approximately $161.2 million at an interest rate of approximately 5.3%. Available borrowings are subject to various constraints imposed by Deutsche Bank AG, based on the aggregate loan balance pledged by Business Loan, which varies as loans are added and repaid, regardless of whether such repayments are early prepayment or are made as contractually required. At June 30, 2007, the remaining borrowing capacity available under the DB Facility was approximately $58.8 million.
The DB Facility contains covenants that, among other things, require Business Loan to maintain its status as a separate entity; prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions); and restrict material changes to our credit and collection policies. The DB Facility also restricts some of the terms and provisions (including interest rates, terms to maturity and payments schedules) and limits the borrower and industry concentrations of loans that are eligible to secure advances. As of June 30, 2007, Business Loan was in compliance with all of the DB Facility covenants. We currently intend to securitize all of the loans held by Business Loan and to use the proceeds from the securitization to pay down any amounts then outstanding under the revolving credit facility. However, there can be no assurance that we will be able to successfully securitize any of these loans on terms acceptable to us, if at all.
The administrative agent also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with the Bank of New York as custodian. Deutsche Bank AG is also the trustee of the account and once a month remits the collected funds to us. For the nine months ended June 30, 2007, the amount due from custodian decreased by $457,261.
Our Adviser, services the loans pledged under the DB Facility. As a condition to this servicing arrangement, we executed a performance guaranty pursuant to which we guaranteed that our Adviser would comply fully with all of its obligations under the facility. The performance guaranty requires us to maintain a minimum net worth of $100 million and to maintain “asset coverage” with respect to “senior securities representing indebtedness” of at least 200%, in accordance with Section 18 of the 1940 Act. As of June 30, 2007, we were in compliance with our covenants under the performance guaranty.
The DB facility is available for general corporate purposes.
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As of June 30, 2007, we were a party to signed and non-binding term sheets for two loan originations for an aggregate of $15.0 million. To date, these investments have not yet funded and we expect to fund these potential investments as follows:
Less than1 Year
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are subject to financial market risks, including changes in interest rates. We estimate that ultimately approximately 20% of the loans in our portfolio will be made at fixed rates and approximately 80% will be made at variable rates. Currently our portfolio has approximately 51% of the total loan portfolio cost basis at variable rates with a floor, approximately 2% of the total loan portfolio cost basis at a variable rate with a floor and ceiling, approximately 46% of the total loan portfolio cost basis at variable rates without a floor or ceiling and approximately 1% of the total loan portfolio cost basis is at a fixed rate. All of our variable based loans have rates associated with either the current Prime Rate or LIBOR.
We have a $220 million revolving credit facility, based on variable rates, with Deutsche Bank AG which matures May 2008.
In February 2004, we entered into an interest rate cap agreement in order to fulfill an obligation under our line of credit to enter into certain hedging transactions in connection with our borrowings under the line of credit. We purchased this interest rate cap agreement with a notional amount of $35 million (which is amortized quarterly) for a one-time, up-front payment of $304,000. The interest rate cap agreement entitles us to receive payments, if any, equal to the amount by which interest payments on the current notional amount at one month LIBOR exceed the payments on the current notional amount at 5%. The cap expires in February 2009. This interest rate cap agreement effectively caps our interest payments on our line of credit borrowing, up to the notional amount of the interest rate cap, at five percent. This mitigates our exposure to increases in interest rates on our borrowings on our lines of credit, which are at variable rates. At June 30, 2007, the cap agreement had a fair market value of $24,407 and a current notional amount of $8.8 million. At June 30, 2007, the one month LIBOR rate was approximately 5.32%.
To illustrate the potential impact of changes in interest rates on our net increase in net assets resulting from operations, we have performed the following analysis, which assumes that our balance sheet remains constant and no further actions beyond the interest rate cap agreement are taken to alter our existing interest rate sensitivity. Under this analysis, a hypothetical increase in the one month LIBOR or the Prime Rate by 1% would increase our net increase in net assets resulting from operations by approximately $2.0 million, or 10.5%, over the next twelve months, compared to the net increase in net assets resulting from operations for the twelve months ended June 30, 2007. A hypothetical decrease in the one month LIBOR or the Prime Rate by 1% would decrease net increase in net assets resulting from operations by approximately $2.0 million, or 10.5%, over the next twelve months, compared to the net increase in net assets resulting from operations for the twelve months ended June 30, 2007. Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for potential changes in credit quality, size and composition of our loan portfolio on the balance sheet and other business developments that could affect net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.
In the event that we securitize a portion of our loan portfolio, we believe that we will likely be required to enter into further hedging arrangements in the future with respect to securitized loans. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.
We may also experience risk associated with investing in securities of companies with foreign operations. We currently do not anticipate investing in debt or equity of foreign companies, however, some potential portfolio companies may have operations located outside the United States. These risks include, but are not limited to, fluctuations in foreign currency exchange rates, imposition of foreign taxes, changes in exportation regulations and political and social instability.
ITEM 4. CONTROLS AND PROCEDURES.
As of June 30, 2007, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective in timely alerting management, including the Chief Executive Officer and Chief Financial Officer, of material information about us required to be included in periodic Securities and Exchange Commission filings. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2007, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Neither we, nor any of our subsidiaries, are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding threatened against us or any of our subsidiaries.
ITEM 1A. RISK FACTORS.
Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our common stock. For a discussion of these risks, please refer to the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed by us with the Securities and Exchange Commission on December 6, 2006 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed by us with the Securities and Exchange Commission on May 2, 2007.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of security holders during the three months ended June 30, 2007.
ITEM 5. OTHER INFORMATION.
Not applicable
ITEM 6. EXHIBITS
See the exhibit index.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
By:
/s/ HARRY BRILL
Harry Brill
Chief Financial Officer
Date: August 6, 2007
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EXHIBIT INDEX
Exhibit
Description
3.1
Articles of Amendment and Restatement of the Articles of Incorporation, incorporated by reference to Exhibit a.2 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-63700), filed July 27, 2001.
By-laws, incorporated by reference to Exhibit b to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-63700), filed July 27, 2001.
3.3
Amendment to by-laws, incorporated by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 (File No. 814-00237), filed February 17, 2004.
3.4
Second amendment to bylaws, incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-00237), filed July 10, 2007.
10.1
Amendment No. 3 to the Amended and Restated Credit Agreement by and among Gladstone Business Loan LLC, Deutsche Bank AG, and certain other parties, dated as of May 25, 2007, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-00237), filed May 29, 2007.
Computation of Per Share Earnings (included in the notes to the unaudited consolidated financial statements contained in this report).
31.1
Certification of Chief Executive Officer pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
All other exhibits for which provision is made in the applicable regulations of the Securities and Exchange Commission are not required under the related instruction or are inapplicable and therefore have been omitted.
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