10-Q
1
d901194d10q.htm
10-Q
10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one):
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
TO
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 100
MCLEAN, VIRGINIA
22102
(Address of principal executive office)
(Zip Code)
(703) 287-5800
(Registrants telephone number, including area code)
Not Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to
Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which
Registered
Common Stock, $0.001 par value per share
GLAD
The Nasdaq Stock Market LLC
6.125% Notes due 2023, $25.00 par value per note
GLADD
The Nasdaq Stock Market LLC
5.375% Notes due 2024, $25.00 par value per note
GLADL
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☐ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer,
accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The number of shares of the issuers common stock,
$0.001 par value per share, outstanding as of July 28, 2020 was 31,192,639.
Table of Contents
GLADSTONE CAPITAL CORPORATION
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Consolidated Statements of Assets and Liabilities as of June 30, 2020 and September 30, 2019
2
Consolidated Statements of Operations for the three and nine months ended June 30, 2020 and 2019
3
Consolidated Statements of Changes in Net Assets for the three and nine months ended June 30, 2020 and 2019
5
Consolidated Statements of Cash Flows for the nine months ended June 30, 2020 and 2019
6
Consolidated Schedules of Investments as of June 30, 2020 and September 30, 2019
7
Notes to Consolidated Financial Statements
19
Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations
43
Overview
43
Results of Operations
47
Liquidity and Capital Resources
55
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
62
Item 4.
Controls and Procedures
62
PART II.
OTHER INFORMATION
Item 1.
Legal Proceedings
63
Item 1A.
Risk Factors
63
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
65
Item 3.
Defaults Upon Senior Securities
65
Item 4.
Mine Safety Disclosures
65
Item 5.
Other Information
65
Item 6.
Exhibits
66
SIGNATURES
67
1
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
June 30,
2020
September 30,
2019
ASSETS
Investments, at fair value:
Non-Control/Non-Affiliate
investments (Cost of $422,125 and $361,272, respectively)
$
389,967
$
345,876
Affiliate investments (Cost of $43,922 and $38,921, respectively)
39,222
35,421
Control investments (Cost of $28,522 and $28,259, respectively)
17,487
21,578
Cash and cash equivalents
2,375
15,707
Restricted cash and cash equivalents
109
41
Interest receivable, net
2,557
2,625
Due from administrative agent
4,555
2,826
Deferred financing costs, net
582
866
Other assets, net
864
1,129
TOTAL ASSETS
$
457,718
$
426,069
LIABILITIES
Borrowings, at fair value (Cost of $133,500 and $66,900, respectively)
$
133,500
$
67,067
Notes payable, net (Cost of $96,313 and $57,500, respectively)
93,710
55,750
Mandatorily redeemable preferred stock, $0.001 par value per share, $25 liquidation preference
per share; 5,440,000 and 5,440,000 shares authorized, respectively, and 0 and 2,070,000 shares issued and outstanding, respectively, net
50,354
Accounts payable and accrued expenses
609
576
Interest payable
1,186
842
Fees due to Adviser (A)
841
1,452
Fee due to Administrator (A)
634
366
Other liabilities
441
332
TOTAL LIABILITIES
$
230,921
$
176,739
Commitments and contingencies (B)
NET ASSETS
Common stock, $0.001 par value per share, 44,560,000 and 44,560,000 shares authorized,
respectively, and 31,192,639 and 30,345,923 shares issued and outstanding, respectively
$
31
$
30
Capital in excess of par value
365,336
358,113
Cumulative net unrealized depreciation of investments
(47,893
)
(25,577
)
Cumulative net unrealized appreciation of other
(167
)
Under distributed net investment income
17
136
Accumulated net realized losses
(90,694
)
(83,205
)
Total distributable loss
(138,570
)
(108,813
)
TOTAL NET ASSETS
$
226,797
$
249,330
NET ASSET VALUE PER COMMON SHARE
$
7.27
$
8.22
(A)
Refer to Note 4 Related Party Transactions in the accompanying Notes to Consolidated Financial
Statements for additional information.
(B)
Refer to Note 10 Commitments and Contingencies in the accompanying Notes to Consolidated
Financial Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
2
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2020
2019
2020
2019
INVESTMENT INCOME
Interest income
Non-Control/Non-Affiliate
investments
$
9,100
$
9,256
$
27,771
$
27,889
Affiliate investments
1,140
1,044
3,332
3,253
Control investments
411
522
1,246
1,713
Cash and cash equivalents
1
14
17
40
Total interest income (excluding PIK interest income)
10,652
10,836
32,366
32,895
PIK interest income
Non-Control/Non-Affiliate
investments
976
326
1,720
930
Affiliate investments
49
Control investments
76
Total PIK interest income
976
326
1,720
1,055
Total interest income
11,628
11,162
34,086
33,950
Success fee income
Non-Control/Non-Affiliate
investments
458
350
1,129
Total success fee income
458
350
1,129
Dividend income
Non-Control/Non-Affiliate
investments
4
166
489
Control investments
49
346
259
518
Total dividend income
49
350
425
1,007
Other income
52
916
519
1,231
Total investment income
11,729
12,886
35,380
37,317
EXPENSES
Base management fee (A)
1,881
1,772
5,573
5,424
Loan servicing fee (A)
1,463
1,267
4,309
3,762
Incentive fee (A)
1,275
1,543
3,896
4,286
Administration fee (A)
349
288
1,078
959
Interest expense on borrowings and notes payable
2,472
2,088
7,591
6,071
Dividend expense on mandatorily redeemable preferred stock
776
9
2,328
Amortization of deferred financing costs
375
344
1,099
985
Professional fees
219
209
671
694
Other general and administrative expenses
280
303
939
898
Expenses, before credits from Adviser
8,314
8,590
25,165
25,407
Credit to base management fee - loan servicing
fee (A)
(1,463
)
(1,267
)
(4,309
)
(3,762
)
Credits to fees from Adviser -
other (A)
(1,205
)
(650
)
(4,523
)
(2,544
)
Total expenses, net of credits
5,646
6,673
16,333
19,101
NET INVESTMENT INCOME
6,083
6,213
19,047
18,216
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss):
Non-Control/Non-Affiliate
investments
(107
)
(834
)
(7,611
)
(25,384
)
Affiliate investments
27
25
Control investments
(9
)
Other
(1,407
)
Total net realized gain (loss)
(107
)
(807
)
(9,018
)
(25,368
)
Net unrealized appreciation (depreciation):
Non-Control/Non-Affiliate
investments
6,484
5,561
(16,762
)
29,994
Affiliate investments
3,205
(1,478
)
(1,200
)
2,597
Control investments
(708
)
(460
)
(4,354
)
(10,788
)
Other
(173
)
167
(173
)
3
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Total net unrealized appreciation (depreciation)
8,981
3,450
(22,149
)
21,630
Net realized and unrealized gain (loss)
8,874
2,643
(31,167
)
(3,738
)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$
14,957
$
8,856
$
(12,120
)
$
14,478
BASIC AND DILUTED PER COMMON SHARE:
Net investment income
$
0.20
$
0.21
$
0.62
$
0.63
Net increase (decrease) in net assets resulting from operations
$
0.48
$
0.30
$
(0.39
)
$
0.50
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING: Basic and Diluted
31,192,639
29,491,285
30,948,956
28,876,197
(A)
Refer to Note 4 Related Party Transactions in the accompanying Notes to Consolidated Financial
Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
4
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)
(UNAUDITED)
2020
2019
NET ASSETS, SEPTEMBER 30
$
249,330
$
237,092
OPERATIONS
Net investment income
$
6,417
$
5,986
Net realized gain (loss) on investments
(4,434
)
(26,863
)
Realized gain (loss) on other
(1,407
)
Net unrealized appreciation (depreciation) of investments
139
17,169
Net unrealized depreciation (appreciation) of other
(17
)
Net increase (decrease) in net assets resulting from operations
698
(3,708
)
DISTRIBUTIONS
Distributions to common stockholders from net investment income ($0.21 per share) (A)
(6,417
)
(5,986
)
CAPITAL TRANSACTIONS
Issuance of common stock
7,315
28
Discounts, commissions and offering costs for issuance of common stock
(137
)
Net increase in net assets resulting from capital transactions
7,178
28
NET INCREASE (DECREASE) IN NET ASSETS
1,459
(9,666
)
NET ASSETS, DECEMBER 31
$
250,789
$
227,426
OPERATIONS
Net investment income
$
6,547
$
6,017
Net realized gain (loss) on investments
(3,070
)
2,302
Net unrealized appreciation (depreciation) of investments
(31,436
)
1,011
Net unrealized depreciation (appreciation) of other
184
Net increase (decrease) in net assets resulting from operations
(27,775
)
9,330
DISTRIBUTIONS
Distributions to common stockholders from net investment income ($0.21 per share) (A)
(6,547
)
(6,017
)
CAPITAL TRANSACTIONS
Issuance of common stock
1,482
4,258
Discounts, commissions and offering costs for issuance of common stock
(26
)
(74
)
Net increase in net assets resulting from capital transactions
1,456
4,184
NET INCREASE (DECREASE) IN NET ASSETS
(32,866
)
7,497
NET ASSETS, MARCH 31
$
217,923
$
234,923
OPERATIONS
Net investment income
$
6,083
$
6,213
Net realized gain (loss) on investments
(107
)
(807
)
Net unrealized appreciation (depreciation) of investments
8,981
3,623
Net unrealized depreciation (appreciation) of other
(173
)
Net increase (decrease) in net assets resulting from operations
14,957
8,856
DISTRIBUTIONS
Distributions to common stockholders from net investment income ($0.20 and $0.19 per share,
respectively) (A)
(6,083
)
(5,468
)
Distributions to common stockholders from return of capital ($0.00 and $0.02 per share,
respectively) (A)
(745
)
(6,083
)
(6,213
)
CAPITAL TRANSACTIONS
Issuance of common stock
8,772
Discounts, commissions and offering costs for issuance of common stock
(152
)
Net increase in net assets resulting from capital transactions
8,620
NET INCREASE (DECREASE) IN NET ASSETS
8,874
11,263
NET ASSETS, JUNE 30
$
226,797
$
246,186
(A)
Refer to Note 9 Distributions to Common Stockholders in the accompanying Notes to Consolidated
Financial Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.
5
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Nine Months Ended June 30,
2020
2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations
$
(12,120
)
$
14,478
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net
cash provided by (used) in operating activities:
Purchase of investments
(128,004
)
(122,324
)
Principal repayments on investments
53,294
98,589
Net proceeds from sale of investments
2,826
3,645
Increase in investments due to
paid-in-kind interest
(1,574
)
(1,422
)
Net change in premiums, discounts and amortization
(281
)
407
Net realized loss (gain) on investments
7,622
25,395
Net realized loss (gain) on other
1,407
Net unrealized depreciation (appreciation) of investments
22,316
(21,803
)
Net unrealized appreciation (depreciation) of other
(167
)
173
Changes in assets and liabilities:
Amortization of deferred financing costs
1,099
985
Decrease (increase) in interest receivable, net
68
(311
)
Decrease (increase) in funds due from administrative agent
(1,729
)
443
Decrease (increase) in other assets, net
232
(653
)
Increase (decrease) in accounts payable and accrued expenses
33
207
Increase (decrease) in interest payable
344
512
Increase (decrease) in fees due to
Adviser (A)
(611
)
591
Increase (decrease) in fee due to
Administrator (A)
268
(29
)
Increase (decrease) in other liabilities
109
134
Net cash provided by (used in) operating activities
(54,868
)
(983
)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit
179,800
122,800
Repayments on line of credit
(113,200
)
(173,500
)
Redemption of preferred stock
(51,750
)
Proceeds from issuance of long term debt
38,813
57,500
Deferred financing costs
(1,677
)
(2,204
)
Proceeds from issuance of common stock
8,797
13,058
Discounts, commissions and offering costs for issuance of common stock
(132
)
(194
)
Distributions paid to common stockholders
(19,047
)
(18,216
)
Net cash provided by (used in) financing activities
41,604
(756
)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH
EQUIVALENTS
(13,264
)
(1,739
)
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF
PERIOD
15,748
2,004
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, END OF
PERIOD
$
2,484
$
265
CASH PAID FOR INTEREST
$
7,247
$
5,559
(A)
Refer to Note 4 Related Party Transactions in the accompanying Notes to Consolidated Financial
Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
6
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2020
(UNAUDITED)
(DOLLAR
AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
NON-CONTROL/NON-AFFILIATE
INVESTMENTS (M) 171.9%
Secured First Lien Debt 84.9%
Aerospace and Defense 5.3%
Antenna Research Associates, Inc. Term Debt (L + 10.0%, 12.0% Cash, 4.0% PIK, Due 11/2023) (E)
$
12,031
$
12,031
$
12,031
Beverage, Food, and Tobacco 11.0%
Café Zupas Line of Credit, $4,000 available (L + 7.4%, 8.9% Cash, Due 12/2024) (C)
Café Zupas Delayed Draw Term Loan, $3,030 available (L + 7.4%, 8.9% Cash, Due
12/2024) (C)
1,970
1,970
1,891
Café Zupas Term Debt (L + 7.4%, 8.9% Cash, Due 12/2024) (C)
24,000
24,000
23,040
25,970
24,931
Buildings and Real Estate 0.8%
GFRC 360, LLC Line of Credit, $400 available (L + 8.0%, 9.0% Cash, Due 9/2020) (C)
800
800
772
GFRC 360, LLC Term Debt (L + 8.0%, 9.0% Cash, Due 9/2020) (C)
1,000
1,000
965
1,800
1,737
Diversified/Conglomerate Service 31.9%
DKI Ventures, LLC Line of Credit, $2,500 available (L + 8.3%, 9.3% Cash, 2.0% PIK, Due
12/2021) (C)
DKI Ventures, LLC Term Debt (L + 8.3%, 9.3% Cash, 2.0% PIK, Due 12/2023) (C)
5,941
5,941
4,693
ENET Holdings, LLC Term Debt (10.2% Cash, Due 12/2022) (C)(F)
1,000
1,000
835
ENET Holdings, LLC Term Debt (10.2% Cash, Due 4/2025) (C)(F)
29,000
29,000
24,215
R2i Holdings, LLC Line of Credit, $1,171 available (8.0% Cash, Due 12/2021) (C)(F)
829
829
763
R2i Holdings, LLC Term Debt (8.0% Cash, Due 12/2023) (C)(F)
19,625
19,625
18,055
Universal Survey Center, Inc. Line of Credit, $500 available (L + 7.3%, 9.3% Cash, Due
9/2022) (Q)(Z)
500
500
500
Universal Survey Center, Inc. Term Debt (L + 7.3%, 9.3% Cash, Due 9/2024) (Q)(Z)
13,225
13,225
13,225
Vision Government Solutions, Inc. Line of Credit, $2,500 available (L + 8.8%, 9.8% Cash,
Due 12/2022) (C)
Vision Government Solutions, Inc. Term Debt (L + 8.8%, 9.8% Cash, Due 12/2022) (C)
10,225
10,192
9,995
80,312
72,281
Healthcare, Education, and Childcare 21.6%
ALS Education, LLC Line of Credit, $2,500 available (L + 7.5%, 9.0% Cash, Due 5/2025) (C)
1,500
1,500
1,500
ALS Education, LLC Term Debt (L + 7.5%, 9.0% Cash, Due 5/2025) (C)
21,670
21,670
21,670
EL Academies, Inc. Delayed Draw Term Loan, $0 available (L + 8.8%, 9.8% Cash, Due 8/2022) (C)
16,000
15,984
14,800
EL Academies, Inc. Term Debt (L + 8.8%, 9.8% Cash, Due 8/2022) (C)
12,000
11,981
11,100
51,135
49,070
Machinery 2.6%
Arc Drilling Holdings LLC Line of Credit, $875 available (L + 8.0%, 9.3% Cash, Due 11/2020) (C)
125
125
118
Arc Drilling Holdings LLC Term Debt (L + 9.5%, 10.8% Cash, 3.0% PIK, Due 11/2022) (C)
5,900
5,900
5,597
Precision International, LLC Line of Credit, $500 available (L + 7.5%, 7.7% Cash, Due
9/2021) (C)
Precision International, LLC Term Debt (10.0% Cash, Due 9/2021) (C)(F)
286
286
276
6,311
5,991
Printing and Publishing 0.0%
Chinese Yellow Pages Company Line of Credit, $0 available (PRIME + 4.0%, 7.3% Cash, Due
2/2015) (E)(V)
107
107
Telecommunications 11.7%
B+T Group Acquisition, Inc. (S) Line of
Credit, $0 available (L + 11.0%, 13.0% Cash, Due 12/2021) (C)(H)
1,200
1,200
1,101
B+T Group Acquisition, Inc. (S) Term
Debt (L + 11.0%, 13.0% Cash, Due 12/2021) (C)(H)
6,000
6,000
5,505
NetFortris Corp. Term Debt (L + 9.0%, 9.5% Cash, Due 2/2021) (C)
23,302
23,286
19,923
30,486
26,529
Total Secured First Lien Debt
$
208,152
$
192,570
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
7
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2020
(UNAUDITED)
(DOLLAR
AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
Secured Second Lien Debt 73.2%
Automobile 4.1%
Sea Link International IRB, Inc. Term Debt (13.3% PIK, Due 3/2023) (C)(F)
$
10,226
$
10,226
$
9,357
Beverage, Food, and Tobacco 1.5%
8 th Avenue Food & Provisions, Inc.
Term Debt (L + 7.8%, 7.9% Cash, Due 10/2026) (D)
3,683
3,705
3,489
Cargo Transportation 13.3%
AG Transportation Holdings, LLC Term Debt (L + 10.0%, 13.3% Cash, Due 12/2021) (C)
13,000
12,968
12,545
American Trailer Rental Group LLC Term Debt (L + 8.9%, 10.4% Cash, Due 8/2025) (C)
18,000
18,000
17,595
30,968
30,140
Chemicals, Plastics, and Rubber 4.8%
Phoenix Aromas & Essential Oils, LLC Term Debt (L + 9.5%, 10.5% Cash, 2.0% PIK,
Due 5/2024) (C)
10,085
10,085
9,782
Vertellus Holdings LLC Term Debt (L + 12.0%, 13.0% Cash, Due 10/2021) (C)
1,099
1,099
1,038
11,184
10,820
Diversified/Conglomerate Manufacturing 14.1%
Magpul Industries Corp. Term Debt (L + 11.5%, 12.5% Cash, Due 5/2026) (C)
28,000
28,000
28,000
Tailwind Smith Cooper Intermediate Corporation Term Debt (L + 9.0%, 9.2% Cash, Due 5/2027) (D)
5,000
4,770
3,950
32,770
31,950
Diversified/Conglomerate Service 14.8%
CHA Holdings, Inc. Term Debt (L + 8.8%, 9.8% Cash, Due 4/2026) (D)(U)
3,000
2,952
2,640
Drive Chassis Holdco, LLC Term Debt (L + 8.3%, 8.4% Cash, Due 4/2026) (D)
5,000
4,779
4,325
Gray Matter Systems, LLC Term Debt (12.0% Cash, Due 11/2023) (C)(F)
11,100
11,100
10,601
Keystone Acquisition Corp. Term Debt (L + 9.3%, 10.3% Cash, Due 5/2025) (D)(U)
4,000
3,943
3,200
Prophet Brand Strategy Delayed Draw Term Loan, $5,000 available (L + 8.5%, 10.5% Cash, Due
2/2025) (C)
Prophet Brand Strategy Term Debt (L + 8.5%, 10.5% Cash, Due 2/2025) (C)
13,000
13,000
12,870
35,774
33,636
Healthcare, Education, and Childcare 2.4%
Medical Solutions Holdings, Inc. Term Debt (L + 8.4%, 9.4% Cash, Due 6/2025) (D)
3,000
2,968
2,700
Medical Solutions Holdings, Inc. Term Debt (L + 8.8%, 9.8% Cash, Due 6/2025) (D)
3,000
2,945
2,760
5,913
5,460
Home and Office Furnishings, Housewares and Durable Consumer Products 4.2%
Belnick, Inc. Term Debt (11.0% Cash, Due 8/2023) (C)(F)
10,000
10,000
9,575
Hotels, Motels, Inns, and Gaming 2.9%
Vacation Rental Pros Property Management, LLC Term Debt (L + 10.0%, 11.0% Cash, 3.0% PIK,
Due 6/2023) (C)
7,991
7,991
6,595
Machinery 0.4%
CPM Holdings, Inc. Term Debt (L + 8.3%, 8.4% Cash, Due 11/2026) (D)
1,000
1,000
850
Oil and Gas 10.7%
Imperative Holdings Corporation Term Debt (L + 10.3%, 12.3% Cash, Due 9/2022) (C)
28,000
28,000
24,220
Total Secured Second Lien Debt
$
177,531
$
166,092
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
8
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2020
(UNAUDITED)
(DOLLAR
AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair
Value
Unsecured Debt 1.8%
Diversified/Conglomerate Service 0.0%
Frontier Financial Group Inc. Convertible Debt (6.0%, Due 6/2022) (E)(F)
$
98
$
98
$
9
Healthcare, education, and childcare 1.8%
Edmentum Ultimate Holdings, LLC Term Debt (10.0% PIK, Due 6/2020) (C)(F)
4,305
4,305
4,133
Total Unsecured Debt
$
4,403
$
4,142
Preferred Equity 2.2%
Beverage, Food, and Tobacco 0.0%
Triple H Food Processors, LLC Preferred
Stock (E)(G)
75
75
Buildings and Real Estate 0.7%
GFRC 360, LLC Preferred
Stock (E)(G)
1,000
1,025
1,537
Diversified/Conglomerate Service 0.0%
Frontier Financial Group Inc. Preferred
Stock (E)(G)
766
500
Frontier Financial Group Inc. Preferred Stock Warrant (E)(G)
168
500
Oil and Gas 0.7%
FES Resources Holdings LLC Preferred Equity Units (E)(G)
6,350
6,350
Imperative Holdings Corporation Preferred Equity Units (E)(G)
13,740
632
1,551
6,982
1,551
Telecommunications 0.8%
B+T Group Acquisition, Inc. (S)
Preferred Stock (E)(G)
6,130
2,024
NetFortris Corp. Preferred
Stock (E)(G)
7,890,860
789
1,846
2,813
1,846
Total Preferred Equity
$
11,395
$
4,934
Common Equity 9.8%
Aerospace and Defense 1.5%
Antenna Research Associates, Inc. Common Equity Units (E)(G)
4,283
$
4,283
$
3,482
Automobile 0.1%
Sea Link International IRB, Inc. Common Equity Units (E)(G)
823,333
823
238
Beverage, Food, and Tobacco 0.0%
Triple H Food Processors, LLC Common
Stock (E)(G)
250,000
250
Buildings and Real Estate 0.0%
GFRC 360, LLC Common Stock
Warrants (E)(G)
45.0
%
Cargo Transportation 1.9%
AG Transportation Holdings, LLC Member Profit Participation (E)(G)
27.0
%
1,350
2,456
AG Transportation Holdings, LLC Profit Participation Warrants (E)(G)
5.0
%
244
591
American Trailer Rental Group LLC Common
Stock (E)(G)
6,667
1,000
1,061
2,594
4,108
Chemicals, Plastics, and Rubber 0.5%
Vertellus Holdings LLC Common Stock
Units (E)(G)
879,121
3,018
1,061
Healthcare, Education, and Childcare 2.2%
Edmentum Ultimate Holdings, LLC Common
Stock (E)(G)
21,429
2,636
GSM MidCo LLC Common
Stock (E)(G)
767
767
951
Leeds Novamark Capital I, L.P. Limited Partnership Interest ($843 uncalled capital
commitment) (G)(L)(R)
3.5
%
2,152
3,957
5,555
4,908
Machinery 0.5%
Arc Drilling Holdings LLC Common
Stock (E)(G)
15,000
1,500
643
Precision International, LLC Membership Unit Warrant (E)(G)
33.3
%
553
1,500
1,196
Oil and Gas 0.1%
FES Resources Holdings LLC Common Equity
Units (E)(G)
6,233
Total Safety Holdings, LLC Common
Equity (E)(G)
435
499
298
499
298
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
9
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2020
(UNAUDITED)
(DOLLAR
AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
Personal and Non-Durable Consumer Products
(Manufacturing Only) 0.0%
Funko Acquisition Holdings, LLC (S)
Common Units (G)(T)
12,180
59
48
Telecommunications 0.0%
B+T Group Acquisition, Inc. (S) Common
Stock Warrant (E)(G)
1.5
%
NetFortris Corp. Common Stock
Warrant (E)(G)
1
1
1
Textiles and Leather 3.0%
Targus Cayman HoldCo, Ltd. Common
Stock (E)(G)
3,076,414
2,062
6,890
Total Common Equity
$
20,644
$
22,229
Total
Non-Control/Non-Affiliate Investments
$
422,125
$
389,967
AFFILIATE INVESTMENTS (N)
17.3%
Secured First Lien Debt 3.6%
Diversified/Conglomerate Manufacturing 3.6%
Edge Adhesives Holdings, Inc. (S) Line
of Credit, $400 available (L + 8.0%, 10.0% Cash, Due 12/2020) (C)
$
280
$
280
$
269
Edge Adhesives Holdings, Inc. (S) Term
Debt (L + 10.5%, 12.5% Cash, Due 2/2022) (C)
6,200
6,200
5,952
Edge Adhesives Holdings, Inc. (S) Term
Debt (L + 11.8%, 13.8% Cash, Due 2/2022) (C)
2,000
2,000
1,920
$
8,480
$
8,141
Secured Second Lien Debt 11.6%
Diversified Natural Resources, Precious Metals and Minerals 11.6%
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 5/2025) (C)
$
6,000
$
6,000
$
6,000
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 5/2025) (C)
8,000
8,000
8,000
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 5/2025) (C)
3,300
3,300
3,300
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 5/2025) (C)
4,000
4,000
4,000
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 5/2025) (C)
5,000
5,000
5,000
$
26,300
$
26,300
Preferred Equity 1.4%
Diversified/Conglomerate Manufacturing 0.4%
Edge Adhesives Holdings, Inc. (S)
Preferred Stock (E)(G)
5,466
$
5,466
$
963
Diversified Natural Resources, Precious Metals and Minerals 0.7%
Lignetics, Inc. Preferred
Stock (E)(G)
68,880
1,321
1,534
Personal and Non-Durable Consumer Products
(Manufacturing Only) 0.3%
Canopy Safety Brands, LLC Preferred
Stock (E)(G)
500,000
500
672
Total Preferred Equity
$
7,287
$
3,169
Common Equity 0.7%
Diversified Natural Resources, Precious Metals and Minerals 0.7%
Lignetics, Inc. Common
Stock (E)(G)
152,603
$
1,855
$
1,612
Personal and Non-Durable Consumer Products
(Manufacturing Only) 0.0%
Canopy Safety Brands, LLC Common
Stock (E)(G)
500,000
Total Common Equity
$
1,855
$
1,612
Total Affiliate Investments
$
43,922
$
39,222
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
10
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
JUNE 30, 2020
(UNAUDITED)
(DOLLAR
AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
CONTROL INVESTMENTS (O)
7.7%
Secured First Lien Debt 2.4%
Diversified/Conglomerate Manufacturing 1.8%
LWO Acquisitions Company LLC Term Debt (L + 7.5%, 10.0% Cash, Due 6/2021) (E)
$
6,000
$
6,000
$
3,990
LWO Acquisitions Company LLC Term Debt (Due 6/2021) (E)(P)
10,632
10,632
16,632
3,990
Printing and Publishing 0.6%
TNCP Intermediate HoldCo, LLC Line of Credit, $500 available (8.0% Cash, Due 9/2021) (E)(F)
1,500
1,478
1,500
Total Secured First Lien Debt
$
18,110
$
5,490
Secured Second Lien Debt 3.6%
Automobile 3.6%
Defiance Integrated Technologies, Inc. Term Debt (L + 9.5%, 11.0% Cash, Due 5/2026) (E)
$
8,065
$
8,065
$
8,065
Unsecured Debt 0.0%
Diversified/Conglomerate Manufacturing 0.0%
LWO Acquisitions Company LLC Term Debt (Due 6/2020) (E)(P)
$
95
$
95
$
Preferred Equity 0.1%
Automobile 0.1%
Defiance Integrated Technologies, Inc. Preferred Stock (E)(G)
6,043
$
250
$
250
Common Equity 1.6%
Automobile 0.4%
Defiance Integrated Technologies, Inc. Common Stock (E)(G)
33,321
$
580
$
807
Diversified/Conglomerate Manufacturing 0.0%
LWO Acquisitions Company LLC Common
Units (E)(G)
921,000
921
Machinery 1.1%
PIC 360, LLC Common Equity
Units (E)(G)
750
1
2,538
Printing and Publishing 0.1%
TNCP Intermediate HoldCo, LLC Common Equity Units (E)(G)
790,000
500
337
Total Common Equity
$
2,002
$
3,682
Total Control Investments
$
28,522
$
17,487
TOTAL INVESTMENTS 196.9%
$
494,569
$
446,676
(A)
Certain of the securities listed in this schedule are issued by affiliate(s) of the indicated portfolio
company. The majority of the securities listed, totaling $409.9 million at fair value, are pledged as collateral to our revolving line of credit, as described further in Note 5 Borrowings in the accompanying Notes to Consolidated
Financial Statements. Under the Investment Company Act of 1940, as amended, (the 1940 Act), we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying
assets represent at least 70% of our total assets. As of June 30, 2020, our investments in Leeds Novamark Capital I, L.P. (Leeds) and Funko Acquisition Holdings, LLC (Funko) are considered
non-qualifying assets under Section 55 of the 1940 Act. Such non-qualifying assets represent 0.9% of total investments, at fair value, as of June 30, 2020.
(B)
Unless indicated otherwise, all cash interest rates are indexed to
30-day London Interbank Offered Rate (LIBOR or L), which was 0.16% as of June 30, 2020. If applicable,
paid-in-kind (PIK) interest rates are noted separately from the cash interest rate. Certain securities are subject to an interest rate floor. The cash
interest rate is the greater of the floor or LIBOR plus a spread. Due dates represent the contractual maturity date.
(C)
Fair value was based on an internal yield analysis or on estimates of value submitted by ICE Data Pricing and
Reference Data, LLC (ICE).
(D)
Fair value was based on the indicative bid price on or near June 30, 2020, offered by the respective
syndication agents trading desk.
(E)
Fair value was based on the total enterprise value of the portfolio company, which was then allocated to the
portfolio companys securities in order of their relative priority in the capital structure.
(F)
Debt security has a fixed interest rate.
(G)
Security is non-income producing.
(H)
Debt security is on non-accrual status.
(I)
Reserved.
(J)
Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned
within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.
(K)
Reserved.
(L)
There are certain limitations on our ability to withdraw our partnership interest prior to dissolution of the
entity, which must occur no later than May 9, 2024 or two years after all outstanding leverage has matured.
(M)
Non-Control/Non-Affiliate
investments, as defined by the 1940 Act, are those that are neither Control nor Affiliate investments and in which we own less than 5.0% of the issued and outstanding voting securities.
(N)
Affiliate investments, as defined by the 1940 Act, are those in which we own, with the power to vote, between
and inclusive of 5.0% and 25.0% of the issued and outstanding voting securities.
11
Table of Contents
(O)
Control investments, as defined by the 1940 Act, are those where we have the power to exercise a controlling
influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.
(P)
Debt security does not have a stated interest rate that is payable thereon.
(Q)
Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to
occur imminently.
(R)
Fair value was based on net asset value provided by the fund as a practical expedient.
(S)
One of our affiliated funds, Gladstone Investment Corporation,
co-invested with us in this portfolio company pursuant to an exemptive order granted by the U.S. Securities and Exchange Commission.
(T)
Our investment in Funko was valued using Level 2 inputs within the Financial Accounting Standards Board
(FASB) Accounting Standard Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820) fair value hierarchy. Our common units in Funko are convertible to class A common stock in
Funko, Inc. upon meeting certain requirements. Fair value was based on the closing market price of shares of Funko, Inc. as of the reporting date, less a discount for lack of marketability. Funko, Inc. is traded on the Nasdaq Global Select Market
under the trading symbol FNKO. Refer to Note 3 Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(U)
The cash interest rate on this investment was indexed to 90-day LIBOR,
which was 0.30% as of June 30, 2020.
(V)
The cash interest rate on this investment was indexed to the U.S. Prime Rate (PRIME), which was
3.25% as of June 30, 2020.
(W)
Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the ASC 820 fair
value hierarchy. Refer to Note 3 Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(X)
Represents the principal balance for debt investments and the number of shares/units held for equity
investments. Warrants are represented as a percentage of ownership, as applicable.
(Y)
Category percentages represent the fair value of each category and subcategory as a percentage of net assets as
of June 30, 2020.
(Z)
Investment was exited subsequent to June 30, 2020.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
12
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2019
(DOLLAR AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
NON-CONTROL/NON-AFFILIATE
INVESTMENTS (M) 138.7%
Secured First Lien Debt 65.6%
Aerospace and Defense 4.8%
Antenna Research Associates, Inc. Term Debt (L + 10.0%, 12.0% Cash, 4.0% PIK, Due 11/2023) (C)
$
12,124
$
12,124
$
12,033
Automobile 0.0%
Meridian Rack & Pinion, Inc. (S)
Term Debt (L + 11.5%, 13.5% Cash, Due 12/2019) (E)(H)
4,140
4,140
112
Buildings and Real Estate 0.9%
GFRC 360, LLC Line of Credit, $50 available (L + 8.0%, 10.0% Cash, Due 9/2020) (C)
1,150
1,150
1,143
GFRC 360, LLC Term Debt (L + 8.0%, 10.0% Cash, Due 9/2020) (C)
1,000
1,000
994
2,150
2,137
Diversified/Conglomerate Service 28.4%
DKI Ventures, LLC Line of Credit, $2,500 available (L + 8.3%, 10.3% Cash, Due 12/2021) (C)
DKI Ventures, LLC Delayed Draw Term Loan, $5,000 available (L + 8.3%, 10.3% Cash,
Due 12/2023) (C)
DKI Ventures, LLC Term Debt (L + 8.3%, 10.3% Cash, Due 12/2023) (C)
6,054
6,054
5,827
ENET Holdings, LLC Line of Credit, $1,000 available (L + 7.3%, 9.3% Cash, Due 4/2022) (C)
ENET Holdings, LLC Term Debt (L + 7.3%, 9.3% Cash, Due 4/2025) (C)
29,000
29,000
28,420
R2i Holdings, LLC Line of Credit, $2,000 available (L + 8.0%, 10.0% Cash, Due 12/2021) (C)
R2i Holdings, LLC Term Debt (L + 8.0%, 10.0% Cash, Due 12/2023) (C)
19,625
19,625
18,987
Travel Sentry, Inc. Term Debt (L + 8.0%, 10.1% Cash, Due 12/2021) (C)(U)
6,939
6,939
6,930
Vision Government Solutions, Inc. Line of Credit, $2,500 available (L + 8.8%, 10.8% Cash,
Due 12/2022) (C)
Vision Government Solutions, Inc. Term Debt (L + 8.8%, 10.8% Cash, Due 12/2022) (C)
10,600
10,558
10,547
72,176
70,711
Healthcare, Education, and Childcare 11.2%
EL Academies, Inc. Line of Credit, $2,000 available (L + 8.8%, 10.8% Cash, Due 8/2020) (C)
EL Academies, Inc. Delayed Draw Term Loan, $0 available (L + 8.8%, 10.8% Cash, Due 8/2022) (C)
16,000
15,980
15,940
EL Academies, Inc. Term Debt (L + 8.8%, 10.8% Cash, Due 8/2022) (C)
12,000
11,975
11,955
27,955
27,895
Machinery 2.5%
Arc Drilling Holdings LLC Line of Credit, $875 available (L + 8.0%, 10.0% Cash, Due
11/2020) (C)
125
125
125
Arc Drilling Holdings LLC Term Debt (L + 9.5%, 11.5% Cash, 3.0% PIK, Due 11/2022) (C)
5,916
5,916
5,663
Precision International, LLC Line of Credit, $500 available (L + 7.5%, 9.5% Cash, Due
9/2021) (C)
Precision International, LLC Term Debt (10.0% Cash, Due 9/2021) (C)(F)
436
436
437
6,477
6,225
Printing and Publishing 0.0%
Chinese Yellow Pages Company Line of Credit, $0 available (PRIME + 4.0%, 9.0% Cash,
Due 2/2015) (E)(V)
107
107
Telecommunications 17.8%
B+T Group Acquisition, Inc. (S) Line of
Credit, $435 available (L + 11.0%, 13.0% Cash,
Due 12/2021) (C)
765
765
759
B+T Group Acquisition, Inc. (S) Term
Debt (L + 11.0%, 13.0% Cash, Due 12/2021) (C)
6,000
6,000
5,955
NetFortris Corp. Term Debt (L + 9.0%, 11.0% Cash, Due 2/2021) (C)
23,302
23,269
22,137
XMedius America, Inc. Term Debt (L + 9.3%, 11.3% Cash, Due 10/2022) (Q)
8,690
8,690
8,777
XMedius Solutions Inc. Term Debt (L + 9.3%, 11.3% Cash, Due 10/2022) (Q)
6,683
6,683
6,749
45,407
44,377
Total Secured First Lien Debt
$
170,536
$
163,490
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
13
Table of Contents
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2019
(DOLLAR AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
Secured Second Lien Debt 59.6%
Automobile 4.0%
Sea Link International IRB, Inc. Term Debt (11.3% Cash, Due 3/2023) (C)(F)
$
10,000
$
9,986
$
9,913
Beverage, Food, and Tobacco 4.2%
8 th Avenue Food & Provisions, Inc.
Term Debt (L + 7.8%, 9.8% Cash, Due 10/2026) (D)
3,683
3,707
3,628
The Mochi Ice Cream Company Term Debt (L + 10.5%, 12.5% Cash, Due 12/2023) (C)
6,750
6,729
6,843
10,436
10,471
Cargo Transportation 5.2%
AG Transportation Holdings, LLC Term Debt (L + 10.0%, 13.3% Cash, Due 12/2020) (C)
13,000
13,000
12,967
Chemicals, Plastics, and Rubber 4.4%
Phoenix Aromas & Essential Oils, LLC Term Debt (L + 9.5%, 11.5% Cash, Due 5/2024) (C)
10,000
10,000
9,838
Vertellus Holdings LLC Term Debt (L + 12.0%, 14.0% Cash, Due 10/2021) (C)
1,099
1,099
1,085
11,099
10,923
Diversified/Conglomerate Manufacturing 1.9%
Tailwind Smith Cooper Intermediate Corporation Term Debt (L + 9.0%, 11.0% Cash, Due 5/2027) (D)
5,000
4,756
4,700
Diversified/Conglomerate Service 18.5%
CHA Holdings, Inc. Term Debt (L + 8.8%, 10.8% Cash, Due 4/2026) (D)(U)
3,000
2,947
3,030
DigiCert Holdings, Inc. Term Debt (L + 8.0%, 10.0% Cash, Due 10/2025) (D)(AA)
2,400
2,379
2,388
DiscoverOrg, LLC Term Debt (L + 8.5%, 10.5% Cash, Due 2/2027) (D)
3,303
3,275
3,287
Drive Chassis Holdco, LLC Term Debt (L + 8.3%, 10.3% Cash, Due 4/2026) (D)
5,000
4,760
4,700
Gray Matter Systems, LLC Term Debt (12.0% Cash, Due 11/2023) (C)(F)
11,100
11,100
10,989
Keystone Acquisition Corp. Term Debt (L + 9.3%, 11.3% Cash, Due 5/2025) (D)(U)
4,000
3,936
3,880
LDiscovery, LLC Term Debt (L + 10.0%, 12.0% Cash, Due 12/2023) (D)
5,000
4,858
4,938
Prophet Brand Strategy Delayed Draw Term Loan, $5,000 available (L + 9.5%, 11.5% Cash,
Due 2/2025) (C)
Prophet Brand Strategy Term Debt (L + 9.5%, 11.5% Cash, Due 2/2025) (C)
13,000
13,000
13,000
46,255
46,212
Healthcare, Education, and Childcare 1.1%
Medical Solutions Holdings, Inc. Term Debt (L + 8.3%, 10.3% Cash, Due 6/2025) (D)
3,000
2,964
2,850
New Trident Holdcorp, Inc. Term Debt (L + 10.0%, 12.1% Cash, Due 7/2020) (E)(H)(K)(U)
4,409
4,409
7,373
2,850
Home and Office Furnishings, Housewares and Durable Consumer Products 3.9%
Belnick, Inc. Term Debt (11.0% Cash, Due 8/2023) (C)(F)
10,000
10,000
9,800
Hotels, Motels, Inns, and Gaming 2.9%
Vacation Rental Pros Property Management, LLC Term Debt (L + 10.0%, 12.0% Cash, 3.0% PIK,
Due 6/2023) (C)
7,593
7,593
7,209
Machinery 0.4%
CPM Holdings, Inc. Term Debt (L + 8.3%, 10.3% Cash, Due 11/2026) (D)
1,000
1,000
990
Oil and Gas 11.9%
Imperative Holdings Corporation Term Debt (L + 10.3%, 12.3% Cash, Due 9/2022) (C)
30,000
30,000
29,625
Retail Stores 1.2%
United PF Holdings, LLC Term Debt (L + 8.5%, 10.5% Cash, Due 6/2027) (D)
3,000
2,956
2,970
Total Secured Second Lien Debt
$
154,454
$
148,630
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
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GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2019
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
Unsecured Debt 1.6%
Healthcare, education, and childcare 1.6%
Edmentum Ultimate Holdings, LLC Term Debt (10.0% PIK, Due 6/2020) (C)(F)
$
3,993
$
3,993
$
3,933
Preferred Equity 3.3%
Automobile 0.0%
Meridian Rack & Pinion,
Inc. (S) Preferred Stock (E)(G)
1,449
$
1,449
$
Buildings and Real Estate 0.5%
GFRC 360, LLC Preferred
Stock (E)(G)
1,000
1,025
1,273
Diversified/Conglomerate Service 0.0%
Frontier Financial Group Inc. Preferred Stock (E)(G)
766
500
Frontier Financial Group Inc. Preferred Stock Warrant (E)(G)
169
500
Oil and Gas 2.1%
FES Resources Holdings LLC Preferred Equity Units (E)(G)
6,350
6,350
3,236
Imperative Holdings Corporation Preferred Equity Units (E)(G)
13,740
632
2,030
6,982
5,266
Telecommunications 0.7%
B+T Group Acquisition, Inc. (S)
Preferred Stock (E)(G)
5,503
1,799
NetFortris Corp. Preferred
Stock (E)(G)
7,890,860
789
1,734
2,588
1,734
Total Preferred Equity
$
12,544
$
8,273
Common Equity 8.6%
Aerospace and Defense 1.3%
Antenna Research Associates, Inc. Common Equity Units (E)(G)
4,283
$
4,283
$
3,131
Automobile 0.5%
Sea Link International IRB, Inc. Common Equity Units (E)(G)
823,333
824
1,152
Beverage, Food, and Tobacco 0.8%
The Mochi Ice Cream Company Common Stock (E)(G)
450
450
1,365
Triple H Food Processors, LLC Common Stock (E)(G)
250,000
250
650
700
2,015
Buildings and Real Estate 0.0%
GFRC 360, LLC Common Stock Warrants (E)(G)
45.0%
Cargo Transportation 0.9%
AG Transportation Holdings, LLC Member Profit Participation (E)(G)
18.0%
1,000
1,511
AG Transportation Holdings, LLC Profit Participation Warrants (E)(G)
12.0%
244
747
1,244
2,258
Chemicals, Plastics, and Rubber 0.2%
Vertellus Holdings LLC Common Stock Units (E)(G)
879,121
3,018
525
Healthcare, Education, and Childcare 1.8%
Edmentum Ultimate Holdings, LLC Common Stock (E)(G)
21,429
2,636
GSM MidCo LLC Common
Stock (E)(G)
767
767
777
Leeds Novamark Capital I, L.P. Limited Partnership Interest
($843 uncalled
capital commitment) (G)(L)(R)
3.5%
2,152
4,060
5,555
4,837
Machinery 0.5%
Arc Drilling Holdings LLC Common Stock (E)(G)
15,000
1,500
415
Precision International, LLC Membership Unit Warrant (E)(G)
33.3%
783
1,500
1,198
Oil and Gas 0.1%
FES Resources Holdings LLC Common Equity Units (E)(G)
6,233
Total Safety Holdings, LLC Common Equity (E)(G)
435
499
160
499
160
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
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GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2019
(DOLLAR AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
Personal and Non-Durable Consumer Products
(Manufacturing Only) 0.1%
Funko Acquisition Holdings, LLC (S)
Common Units (G)(T)
12,180
59
170
Telecommunications 0.0%
B+T Group Acquisition, Inc. (S) Common
Stock Warrant (E)(G)
1.5
%
NetFortris Corp. Common Stock
Warrant (E)(G)
1
1
1
Textiles and Leather 2.4%
Targus Cayman HoldCo, Ltd. Common
Stock (E)(G)
3,076,414
2,062
6,104
Total Common Equity
$
19,745
$
21,550
Total
Non-Control/Non-Affiliate Investments
$
361,272
$
345,876
AFFILIATE INVESTMENTS (N)
14.2%
Secured First Lien Debt 3.2%
Diversified/Conglomerate Manufacturing 3.2%
Edge Adhesives Holdings, Inc. (S) Term
Debt (L + 10.5%, 12.5% Cash, Due 2/2022) (C)
$
6,200
$
6,200
$
6,045
Edge Adhesives Holdings, Inc. (S) Term
Debt (L + 11.8%, 13.8% Cash, Due 2/2022) (C)
2,000
2,000
1,960
8,200
8,005
Total Secured First Lien Debt
$
8,200
$
8,005
Secured Second Lien Debt 10.0%
Diversified Natural Resources, Precious Metals and Minerals 8.5%
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 11/2022) (C)
$
6,000
$
6,000
$
5,940
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 11/2022) (C)
8,000
8,000
7,920
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 11/2022) (C)
3,300
3,300
3,267
Lignetics, Inc. Term Debt (L + 9.0%, 12.0% Cash, Due 11/2022) (C)
4,000
4,000
3,960
21,300
21,087
Personal and Non-Durable Consumer Products
(Manufacturing Only) 1.5%
Canopy Safety Brands, LLC Term Debt (L + 10.5%, 12.5% Cash, Due 7/2022) (C)
3,750
3,750
3,759
Total Secured Second Lien Debt
$
25,050
$
24,846
Preferred Equity 0.6%
Diversified/Conglomerate Manufacturing 0.0%
Edge Adhesives Holdings, Inc. (S)
Preferred Stock (E)(G)
2,516
$
2,516
$
Diversified Natural Resources, Precious Metals and Minerals 0.3%
Lignetics, Inc. Preferred
Stock (E)(G)
40,000
800
947
Personal and Non-Durable Consumer Products (Manufacturing
Only) 0.3%
Canopy Safety Brands, LLC Preferred
Stock (E)(G)
500,000
500
634
Total Preferred Equity
$
3,816
$
1,581
Common Equity 0.4%
Diversified Natural Resources, Precious Metals and Minerals 0.3%
Lignetics, Inc. Common
Stock (E)(G)
152,603
$
1,855
$
805
Personal and Non-Durable Consumer Products
(Manufacturing Only) 0.1%
Canopy Safety Brands, LLC Common
Stock (E)(G)
500,000
184
Total Common Equity
$
1,855
$
989
Total Affiliate Investments
$
38,921
$
35,421
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
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GLADSTONE CAPITAL CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2019
(DOLLAR AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(W)(Y)
Principal/
Shares/
Units (J)(X)
Cost
Fair Value
CONTROL INVESTMENTS (O)
8.7%
Secured First Lien Debt 2.8%
Diversified/Conglomerate Manufacturing 2.2%
LWO Acquisitions Company LLC Term Debt (L + 7.5%, 10.0% Cash, Due 6/2021) (E)
$
6,000
$
6,000
$
5,218
LWO Acquisitions Company LLC Term Debt (Due 6/2021) (E)(P)
10,632
10,632
16,632
5,218
Printing and Publishing 0.6%
TNCP Intermediate HoldCo, LLC Line of Credit, $500 available (8.0% Cash, Due 9/2021) (E)(F)
1,500
1,465
1,500
Total Secured First Lien Debt
$
18,097
$
6,718
Secured Second Lien Debt 3.2%
Automobile 3.2%
Defiance Integrated Technologies, Inc. Term Debt (L + 9.5%, 11.5% Cash, Due 8/2023) (E)
$
8,065
$
8,065
$
8,065
Unsecured Debt 0.0%
Diversified/Conglomerate Manufacturing 0.0%
LWO Acquisitions Company LLC Term Debt (Due 6/2020) (E)(P)
$
95
$
95
$
Common Equity 2.7%
Automobile 1.7%
Defiance Integrated Technologies, Inc. Common Stock (E)(G)
33,321
$
580
$
4,287
Diversified/Conglomerate Manufacturing 0.0%
LWO Acquisitions Company LLC Common
Units (E)(G)
921,000
921
Machinery 0.9%
PIC 360, LLC Common Equity
Units (E)(G)
750
1
2,311
Printing and Publishing 0.1%
TNCP Intermediate HoldCo, LLC Common Equity Units (E)(G)
790,000
500
197
Total Common Equity
$
2,002
$
6,795
Total Control Investments
$
28,259
$
21,578
TOTAL INVESTMENTS (Z)
161.6%
$
428,452
$
402,875
(A)
Certain of the securities listed in this schedule are issued by affiliate(s) of the indicated portfolio
company. The majority of the securities listed, totaling $369.0 million at fair value, are pledged as collateral to our revolving line of credit, as described further in Note 5 Borrowings in the accompanying Notes to Consolidated
Financial Statements. Under the 1940 Act, we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. As of
September 30, 2019, our investments in Leeds, Funko, and XMedius Solutions Inc. are considered non-qualifying assets under Section 55 of the 1940 Act. Such
non-qualifying assets represent 2.7% of total investments, at fair value, as of September 30, 2019.
(B)
Unless indicated otherwise, all cash interest rates are indexed to
30-day LIBOR, which was 2.02% as of September 30, 2019. If applicable, PIK interest rates are noted separately from the cash interest rate. Certain securities are subject to an interest rate floor. The
cash interest rate is the greater of the floor or LIBOR plus a spread. Due dates represent the contractual maturity date.
(C)
Fair value was based on an internal yield analysis or on estimates of value submitted by ICE.
(D)
Fair value was based on the indicative bid price on or near September 30, 2019, offered by the respective
syndication agents trading desk.
(E)
Fair value was based on the total enterprise value of the portfolio company, which was then allocated to the
portfolio companys securities in order of their relative priority in the capital structure.
(F)
Debt security has a fixed interest rate.
(G)
Security is non-income producing.
(H)
Debt security is on non-accrual status.
(I)
Reserved.
(J)
Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned
within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.
(K)
In February 2019, New Trident Holdcorp, Inc. filed for Chapter 11 bankruptcy protection.
(L)
There are certain limitations on our ability to withdraw our partnership interest prior to dissolution of the
entity, which must occur no later than May 9, 2024 or two years after all outstanding leverage has matured.
(M)
Non-Control/Non-Affiliate
investments, as defined by the 1940 Act, are those that are neither Control nor Affiliate investments and in which we own less than 5.0% of the issued and outstanding voting securities.
(N)
Affiliate investments, as defined by the 1940 Act, are those in which we own, with the power to vote, between
and inclusive of 5.0% and 25.0% of the issued and outstanding voting securities.
(O)
Control investments, as defined by the 1940 Act, are those where we have the power to exercise a controlling
influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.
(P)
Debt security does not have a stated interest rate that is payable thereon.
(Q)
Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to
occur imminently.
(R)
Fair value was based on net asset value provided by the fund as a practical expedient.
(S)
One of our affiliated funds, Gladstone Investment Corporation,
co-invested with us in this portfolio company pursuant to an exemptive order granted by the U.S. Securities and Exchange Commission.
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(T)
Our investment in Funko was valued using Level 2 inputs within the ASC 820 fair value hierarchy. Our
common units in Funko are convertible to class A common stock in Funko, Inc. upon meeting certain requirements. Fair value was based on the closing market price of shares of Funko, Inc. as of the reporting date, less a discount for lack of
marketability. Funko, Inc. is traded on the Nasdaq Global Select Market under the trading symbol FNKO. Refer to Note 3 Investments in the accompanying Notes to Consolidated Financial Statements for additional
information.
(U)
The cash interest rate on this investment was indexed to 90-day LIBOR,
which was 2.09% as of September 30, 2019.
(V)
The cash interest rate on this investment was indexed to PRIME, which was 5.00% as of September 30, 2019.
(W)
Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the ASC 820 fair
value hierarchy. Refer to Note 3 Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(X)
Represents the principal balance for debt investments and the number of shares/units held for equity
investments. Warrants are represented as a percentage of ownership, as applicable.
(Y)
Category percentages represent the fair value of each category and subcategory as a percentage of net assets as
of September 30, 2019.
(Z)
Cumulative gross unrealized depreciation for federal income tax purposes is $55.6 million; cumulative
gross unrealized appreciation for federal income tax purposes is $19.8 million. Cumulative net unrealized depreciation is $35.8 million, based on a tax cost of $438.6 million.
(AA)
Investment was exited subsequent to September 30, 2019.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
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GLADSTONE CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2020
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)
NOTE 1. ORGANIZATION
Gladstone Capital Corporation was
incorporated under the Maryland General Corporation Law on May 30, 2001 and completed an initial public offering on August 24, 2001. The terms the Company, we, our and us all refer to
Gladstone Capital Corporation and its consolidated subsidiaries. We are an externally managed, closed-end, non-diversified management investment company that has elected
to be treated as a business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act), and are applying the guidance of the Financial Accounting Standards Board (FASB)
Accounting Standards Codification (ASC) Topic 946 Financial Services-Investment Companies (ASC 946). In addition, we have elected to be treated for U.S. federal income tax purposes as a regulated investment
company (RIC) under the Internal Revenue Code of 1986, as amended (the Code). We were established for the purpose of investing in debt and equity securities of established private businesses operating in the United States
(U.S.). Our investment objectives are to: (1) achieve and grow current income by investing in debt securities of established lower middle market companies (which we generally define as companies with annual earnings before interest,
taxes, depreciation and amortization (EBITDA) of $3 million to $15 million) in the U.S. that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness
and make distributions to stockholders that grow over time; and (2) provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities of established businesses that we believe can grow
over time to permit us to sell our equity investments for capital gains.
Gladstone Business Loan, LLC (Business Loan), a wholly-owned
subsidiary of ours, was established on February 3, 2003, for the sole purpose of holding certain investments pledged as collateral to our line of credit. The financial statements of Business Loan are consolidated with those of Gladstone Capital
Corporation. We also have significant subsidiaries (as defined under Rule 1-02(w) of the U.S. Securities and Exchange Commissions (SEC) Regulation S-X)
whose financial statements are not consolidated with ours. Refer to Note 12 Unconsolidated Significant Subsidiaries for additional information regarding our unconsolidated significant subsidiaries.
We are externally managed by Gladstone Management Corporation (the Adviser), an affiliate of ours and an SEC registered investment adviser,
pursuant to an investment advisory and management agreement (as amended and/or restated from time to time, the Advisory Agreement). Administrative services are provided by Gladstone Administration, LLC (the Administrator), an
affiliate of ours and the Adviser, pursuant to an administration agreement (the Administration Agreement). Refer to Note 4 Related Party Transactions for additional information regarding these arrangements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unaudited Interim Financial Statements and Basis of Presentation
We prepare our interim financial statements in accordance with accounting principles generally accepted in the U.S. (GAAP) for interim financial
information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, we have not included in this
quarterly report all of the information and notes required by GAAP for annual financial statements. The accompanying Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation. In accordance with Article 6 of Regulation S-X, we do not consolidate portfolio company investments. Under the investment company
rules and regulations pursuant to the American Institute of Certified Public Accountants Audit and Accounting Guide for Investment Companies, codified in ASC 946, we are precluded from consolidating any entity other than another investment company,
except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries. In our opinion, all adjustments, consisting solely of
normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included. The results of operations for the three and nine months ended June 30, 2020 are not necessarily indicative of
results that ultimately may be achieved for the fiscal year ending September 30, 2020 or any future interim periods. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes
thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, as filed with the SEC on November 13, 2019 and amended on December 16, 2019.
Use of Estimates
Preparing financial statements requires
management to make estimates and assumptions that affect the amounts reported in our accompanying Consolidated Financial Statements and these Notes to Consolidated Financial Statements . Actual results may differ from those estimates.
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Investment Valuation Policy
Accounting Recognition
We record our investments at fair
value in accordance with the FASB ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820) and the 1940 Act. Investment transactions are recorded on the trade date. Realized gains or losses are generally measured by
the difference between the net proceeds from the repayment or sale and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of
recoveries. Unrealized appreciation or depreciation primarily reflects the change in investment fair values, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Board Responsibility
In accordance with the 1940 Act,
our Board of Directors has the ultimate responsibility for reviewing and determining, in good faith, the fair value of our investments for which market quotations are not readily available based on our investment valuation policy (which has been
approved by our Board of Directors) (the Policy). Such review occurs in three phases. First, prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials provided by
professionals of the Adviser and Administrator with oversight and direction from the chief valuation officer (the Valuation Team). Second, the Valuation Committee of our Board of Directors (comprised entirely of independent directors)
meets to review the valuation recommendations and supporting materials presented by the chief valuation officer. Third, after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committees
findings to the entire Board of Directors so that the full Board of Directors may review and determine in good faith the fair value of such investments in accordance with the Policy.
There is no single standard for determining fair value (especially for privately-held businesses), as fair value depends upon the specific facts and
circumstances of each individual investment. In determining the fair value of our investments, the Valuation Team, led by the chief valuation officer, uses the Policy, and each quarter the Valuation Committee and Board of Directors review the Policy
to determine if changes thereto are advisable and whether the Valuation Team has applied the Policy consistently.
Use of Third Party Valuation Firms
The Valuation Team engages third party valuation firms to provide independent assessments of fair value of certain of our investments.
ICE Data Pricing and Reference Data, LLC (ICE), a valuation specialist, generally provides estimates of fair value on our proprietary debt
investments. The Valuation Team generally assigns ICEs estimates of fair value to our debt investments where we do not have the ability to effectuate a sale of the applicable portfolio company. The Valuation Team corroborates ICEs
estimates of fair value using one or more of the valuation techniques discussed below. The Valuation Teams estimate of value on a specific debt investment may significantly differ from ICEs. When this occurs, our Valuation Committee and
Board of Directors review whether the Valuation Team has followed the Policy and whether the Valuation Teams recommended fair value is reasonable in light of the Policy and other facts and circumstances before determining fair value.
We may engage other independent valuation firms to provide earnings multiple ranges, as well as other information, and evaluate such information for
incorporation into the total enterprise value (TEV) of certain of our investments. Generally, at least once per year, we engage an independent valuation firm to value or review the valuation of each of our significant equity
investments, which includes providing the information noted above. The Valuation Team evaluates such information for incorporation into our TEV, including review of all inputs provided by the independent valuation firm. The Valuation Team then
makes a recommendation to our Valuation Committee and Board of Directors as to the fair value. Our Board of Directors reviews the recommended fair value, and whether it is reasonable in light of the Policy, and other relevant facts and
circumstances before determining fair value.
Valuation Techniques
In accordance with ASC 820, the Valuation Team uses the following techniques when valuing our investment portfolio:
Total Enterprise Value In determining the fair value using a TEV, the Valuation Team first
calculates the TEV of the portfolio company by incorporating some or all of the following factors: the portfolio companys ability to make payments and other specific portfolio company attributes; the earnings of the portfolio company (the
trailing or projected twelve month revenue or EBITDA); EBITDA obtained from our indexing methodology whereby the original transaction EBITDA at the time of our closing is indexed to a general subset of comparable disclosed transactions and EBITDA
from recent sales to third parties of similar securities in similar industries; a comparison to publicly traded securities in similar industries, and other pertinent factors. The Valuation Team generally reviews industry statistics and may use
outside experts when gathering this information. Once the TEV is determined for a portfolio company, the Valuation Team generally allocates the TEV to the portfolio companys securities based on the facts and circumstances of the securities,
which typically results in the allocation of fair value to securities based on the order of their relative priority in the capital structure. Generally, the Valuation Team uses TEV to value our equity investments and, in the circumstances where we
have the ability to effectuate a sale of a portfolio company, our debt investments.
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TEV is primarily calculated using EBITDA; however, TEV may also be calculated using revenue
multiples or a discounted cash flow (DCF) analysis whereby future expected cash flows of the portfolio company are discounted to determine a net present value using estimated risk-adjusted discount rates, which incorporate adjustments
for nonperformance and liquidity risks. Generally, the Valuation Team uses a DCF analysis to calculate TEV to corroborate estimates of value for our equity investments where we do not have the ability to effectuate a sale of a portfolio company or
for debt of credit impaired portfolio companies.
Yield Analysis The Valuation Team generally determines the fair value of our debt investments for
which we do not have the ability to effectuate a sale of the applicable portfolio company using the yield analysis, which includes a DCF calculation and assumptions that the Valuation Team believes market participants would use, including, estimated
remaining life, current market yield, current leverage, and interest rate spreads. This technique develops a modified discount rate that incorporates risk premiums including increased probability of default, increased loss upon default and increased
liquidity risk. Generally, the Valuation Team uses the yield analysis to corroborate both estimates of value provided by ICE and market quotes.
Market Quotes For our investments for which a limited market exists, we generally base fair value
on readily available and reliable market quotations which are corroborated by the Valuation Team (generally by using the yield analysis explained above). In addition, the Valuation Team assesses trading activity for similar investments and evaluates
variances in quotations and other market insights to determine if any available quoted prices are reliable. Typically, the Valuation Team uses the lower indicative bid price (IBP) in the bid-to-ask price range obtained from the respective originating syndication agents trading desk on or near the valuation date. The Valuation Team may take further steps to consider additional
information to validate that price in accordance with the Policy. For securities that are publicly traded, we generally base fair value on the closing market price of the securities we hold as of the reporting date. For restricted securities that
are publicly traded, we generally base fair value on the closing market price of the securities we hold as of the reporting date less a discount for the restriction, which includes consideration of the nature and term to expiration of the
restriction.
Investments in Funds For equity investments in other funds for which we cannot effectuate a sale of
the fund, the Valuation Team generally determines the fair value of our invested capital at the net asset value (NAV) provided by the fund. Any invested capital that is not yet reflected in the NAV provided by the fund is valued at par
value. The Valuation Team may also determine fair value of our investments in other investment funds based on the capital accounts of the underlying entity.
In addition to the valuation techniques listed above, the Valuation Team may also consider other factors when determining the fair value of our investments,
including: the nature and realizable value of the collateral, including external parties guaranties, any relevant offers or letters of intent to acquire the portfolio company, timing of expected loan repayments, and the markets in which the
portfolio company operates.
Fair value measurements of our investments may involve subjective judgments and estimates and due to the uncertainty inherent
in valuing these securities, the determinations of fair value may fluctuate from period to period and may differ materially from the values that could be obtained if a ready market for these securities existed. Our NAV could be materially affected
if the determinations regarding the fair value of our investments are materially different from the values that we ultimately realize upon our disposal of such securities. Additionally, changes in the market environment and other events that may
occur over the life of the investment may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. Further, such investments are generally subject to legal and other restrictions on
resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which it is recorded.
Refer to Note 3 Investments for additional information regarding fair value measurements and our application of ASC 820.
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Revenue Recognition
Interest Income Recognition
Interest income, including
the amortization of premiums, acquisition costs and amendment fees, the accretion of original issue discounts (OID), and paid-in-kind (PIK)
interest, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes 90 days or more past due or if our qualitative assessment indicates that the debtor is unable to service its debt
or other obligations, we will place the loan on non-accrual status and cease recognizing interest income on that loan for financial reporting purposes until the borrower has demonstrated the ability and intent
to pay contractual amounts due. However, we remain contractually entitled to this interest. Interest payments received on non-accrual loans may be recognized as income or applied to the cost basis depending
upon managements judgment. Generally, non-accrual loans are restored to accrual status when past due principal and interest are paid and, in managements judgment, are likely to remain current, or
due to a restructuring such that the interest income is deemed to be collectible. As of June 30, 2020, loans to B+T Group Acquisition Inc. (B+T) were on non-accrual status with an aggregate
debt cost basis of $7.2 million, or 1.6% of the cost basis of all debt investments in our portfolio, and an aggregate fair value of approximately $6.6 million, or 1.6% of the fair value of all debt investments in our portfolio. As of
September 30, 2019, loans to Meridian Rack & Pinion Inc. and New Trident Holdcorp, Inc. were on non-accrual status with an aggregate debt cost basis of approximately $8.5 million, or 2.2% of
the cost basis of all debt investments in our portfolio, and an aggregate fair value of approximately $0.1 million, or 0.0% of the fair value of all debt investments in our portfolio.
We currently hold, and we expect to hold in the future, some loans in our portfolio that contain OID or PIK provisions. We recognize OID for loans originally
issued at discounts and recognize the income over the life of the obligation based on an effective yield calculation. PIK interest, computed at the contractual rate specified in a loan agreement, is added to the principal balance of a loan and
recorded as income over the life of the obligation. Thus, the actual collection of PIK income may be deferred until the time of debt principal repayment. To maintain our ability to be taxed as a RIC, we may need to pay out both OID and PIK non-cash income amounts in the form of distributions, even though we have not yet collected the cash on either.
As of
June 30, 2020 and September 30, 2019, we held five and ten OID loans, respectively, primarily from the syndicated loans in our portfolio. We recorded OID income of $46 thousand and $0.3 million during the three and nine months
ended June 30, 2020, respectively, and $35 thousand and $0.1 million during the three and nine months ended June 30, 2019, respectively. The unamortized balance of OID investments as of June 30, 2020 and September 30,
2019 totaled $0.6 million and $0.8 million, respectively. As of June 30, 2020 and September 30, 2019, we had seven and four investments which had a PIK interest component, respectively. We recorded PIK interest income of
$1.0 million and $1.7 million during the three and nine months ended June 30, 2020, respectively, as compared to $0.3 million and $1.1 million during the three and nine months ended June 30, 2019, respectively. We
collected $0 in PIK interest in cash during the three and nine months ended June 30, 2020 and 2019.
Success Fee Income Recognition
We record success fees as income when earned, which often occurs upon receipt of cash. Success fees are generally contractually due upon a change of control in
a portfolio company, typically resulting from an exit or sale, and are non-recurring.
Dividend Income
Recognition
We accrue dividend income on preferred and common equity securities to the extent that such amounts are expected to be collected and if we
have the option to collect such amounts in cash or other consideration.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents are generally cash and cash equivalents held in escrow received as part of an investment exit. Restricted cash and cash
equivalents are carried at cost, which approximates fair value.
Deferred Financing and Offering Costs
Deferred financing and offering costs consist of costs incurred to obtain financing, including lender fees and legal fees. Certain costs associated with our
revolving line of credit are deferred and amortized using the straight-line method, which approximates the effective interest method, over the term of the revolving line of credit. Costs associated with the issuance of our notes payable are
presented as discounts to the principal amount of the notes payable and are amortized using the straight-line method, which approximates the effective interest method, over the term of the notes. Costs associated with the issuance of our mandatorily
redeemable preferred stock are presented as discounts to the liquidation value of the mandatorily redeemable preferred stock and are amortized using the straight-line method, which approximates the effective interest method, over the term of the
respective series of preferred stock. Refer to Note 5 Borrowings and Note 6 Mandatorily Redeemable Preferred Stock for further discussion.
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Related Party Fees
We are party to the Advisory Agreement with the Adviser, which is owned and controlled by our chairman and chief executive officer. In accordance with the
Advisory Agreement, we pay the Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee. Additionally, we pay the Adviser a loan servicing fee as compensation for its services as servicer under the
terms of our Fifth Amended and Restated Credit Agreement with KeyBank National Association (KeyBank), as administrative agent, lead arranger and lender (our Credit Facility). These fees are accrued at the end of the quarter
when the services are performed and generally paid the following quarter.
We are also party to the Administration Agreement with the Administrator, which
is owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services. Refer to Note 4 Related Party Transactions for additional information regarding these related party fees and
agreements.
Recent Accounting Pronouncements
In
March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04). ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other
transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 was effective immediately. The adoption of ASU 2020-04 did not have a material
impact on our financial position, results of operations or cash flows.
In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820): Disclosure FrameworkChanges to the Disclosure Requirements for Fair Value (ASU 2018-13),
which modifies the disclosure requirements in ASC 820. We are currently assessing the impact of ASU 2018-13 and do not anticipate a material impact on our disclosures. ASU 2018-13 is effective for annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted.
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NOTE 3. INVESTMENTS
Fair Value
In accordance with
ASC 820, the fair value of each investment is determined to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date. This fair value
definition focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. ASC 820 also establishes the following three-level
hierarchy for fair value measurements based upon the transparency of inputs to the valuation of a financial instrument as of the measurement date.
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for
identical financial instruments in active markets;
Level 2 inputs to the valuation methodology include quoted prices for similar
financial instruments in active or inactive markets, and inputs that are observable for the financial instrument, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs are in those markets
for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers; and
Level 3 inputs to the valuation methodology are unobservable and significant to
the fair value measurement. Unobservable inputs are those inputs that reflect assumptions that market participants would use when pricing the financial instrument and can include the Valuation Teams assumptions based upon the best available
information.
When a determination is made to classify our investments within Level 3 of the valuation hierarchy, such
determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable, or Level 3, inputs, observable
inputs (or components that are actively quoted and can be validated to external sources). The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the
fair value measurement. Investments in funds measured using NAV as a practical expedient are not categorized within the fair value hierarchy.
As of
June 30, 2020, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (Funko), which was valued using Level 2 inputs,
and our investment in Leeds Novamark Capital I, L.P. (Leeds), which was valued using NAV as a practical expedient. As of September 30, 2019, all of our investments were valued using Level 3 inputs within the ASC 820 fair value
hierarchy, except for our investment in Funko, which was valued using Level 2 inputs, and our investment in Leeds, which was valued using NAV as a practical expedient.
We transfer investments in and out of Level 1, 2, and 3 of the valuation hierarchy as of the beginning balance sheet date, based on changes in the use of
observable and unobservable inputs utilized to perform the valuation for the period. During the nine months ended June 30, 2020 and 2019, there were no investments transferred into or out of Levels 1, 2 or 3 of the valuation hierarchy.
As of June 30, 2020 and September 30, 2019, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair
value hierarchy:
Fair Value Measurements
Fair Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
As of June 30, 2020:
Secured first lien debt
$
206,201
$
$
$
206,201
Secured second lien debt
200,457
200,457
Unsecured debt
4,142
4,142
Preferred equity
8,353
8,353
Common equity/equivalents
23,566
(A)
48
(B)
23,518
Total Investments at June 30, 2020
$
442,719
$
$
48
$
442,671
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Fair Value Measurements
Fair Value
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
As of September 30, 2019:
Secured first lien debt
$
178,213
$
$
$
178,213
Secured second lien debt
181,541
181,541
Unsecured debt
3,933
3,933
Preferred equity
9,854
9,854
Common equity/equivalents
25,274
(A)
170
(B)
25,104
Total Investments at September 30, 2019
$
398,815
$
$
170
$
398,645
(A)
Excludes our investment in Leeds with a fair value of $4.0 million and $4.1 million as of
June 30, 2020 and September 30, 2019, respectively. Leeds was valued using NAV as a practical expedient.
(B)
Fair value was determined based on the closing market price of shares of Funko, Inc. (our units in Funko can be
converted into common shares of Funko, Inc.) at the reporting date less a discount for lack of marketability as our investment was subject to certain restrictions.
The following table presents our portfolio investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy and carried at fair value as
of June 30, 2020 and September 30, 2019, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:
Total Recurring Fair Value Measurements
Reported
in
Consolidated Statements of Assets and Liabilities
Using Significant Unobservable Inputs (Level 3)
June 30, 2020
September 30, 2019
Non-Control/Non-Affiliate
Investments
Secured first lien debt
$
192,570
$
163,490
Secured second lien debt
166,092
148,630
Unsecured debt
4,142
3,933
Preferred equity
4,934
8,273
Common equity/equivalents
18,224
(A)
17,320
(B)
Total
Non-Control/Non-Affiliate Investments
$
385,962
$
341,646
Affiliate Investments
Secured first lien debt
$
8,141
$
8,005
Secured second lien debt
26,300
24,846
Preferred equity
3,169
1,581
Common equity/equivalents
1,612
989
Total Affiliate Investments
$
39,222
$
35,421
Control Investments
Secured first lien debt
$
5,490
$
6,718
Secured second lien debt
8,065
8,065
Preferred equity
250
Common equity/equivalents
3,682
6,795
Total Control Investments
$
17,487
$
21,578
Total Investments at Fair Value Using Level 3 Inputs
$
442,671
$
398,645
(A)
Excludes our investments in Leeds and Funko with fair values of $4.0 million and $48 thousand,
respectively, as of June 30, 2020. Leeds was valued using NAV as a practical expedient, and Funko was valued using Level 2 inputs.
(B)
Excludes our investments in Leeds and Funko with fair values of $4.1 million and $0.2 million,
respectively, as of September 30, 2019. Leeds was valued using NAV as a practical expedient, and Funko was valued using Level 2 inputs.
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In accordance with ASC 820, the following table provides quantitative information about our Level 3
fair value measurements of our investments as of June 30, 2020 and September 30, 2019. The table below is not intended to be all-inclusive, but rather provides information on the significant
Level 3 inputs as they relate to our fair value measurements. The weighted average calculations in the table below are based on the principal balances for all debt related calculations and on the cost basis for all equity related calculations
for the particular input.
Quantitative Information about Level 3 Fair Value Measurements
Fair Value as of
Range / Weighted Average as of
June 30,
2020
September 30,
2019
Valuation
Techniques/
Methodologies
Unobservable
Input
June 30,
2020
September 30,
2019
Secured first lien debt (A)
$
188,680
$
171,383
Yield Analysis
Discount Rate
9.0% - 22.9% /
14.2%
9.8% - 18.0% /
12.4%
17,521
6,830
TEV
EBITDA multiple
5.0x - 5.0x /
5.0x
6.5x - 6.5x /
6.5x
EBITDA
$6,217 - $6,217 /
$6,217
$830 - $830 /
$830
Revenue multiple
0.3x - 0.3x /
0.3x
0.3x - 0.3x /
0.3x
Revenue
$7,337 - $13,300 /
$12,807
$6,663 - $18,978 /
$17,959
Secured second lien debt
168,478
136,115
Yield Analysis
Discount Rate
10.8% - 21.8% /
14.6%
11.5% - 16.8% /
12.6%
23,914
37,361
Market Quote
IBP
79.0% - 94.8% /
86.4%
94.0% - 101.0% /
97.3
%
8,065
8,065
TEV
EBITDA multiple
5.1x - 5.1x /
5.1x
5.4x - 6.5x /
5.8x
EBITDA
$3,330 - $3,330 /
$3,330
$3,571 - $37,311 /
$15,498
Unsecured debt
4,133
3,933
Yield Analysis
Discount Rate
12.9% - 12.9% /
12.9%
12.2% - 12.2% /
12.2%
9
TEV
Revenue multiple
0.3x - 1.4x /
0.8x
Revenue
$891 - $13,300 /
$6,999
Preferred and common equity /
equivalents (B)
31,871
34,958
TEV
EBITDA multiple
3.1x - 9.6x /
6.1x
3.3x - 8.9x /
6.4x
EBITDA
$483 - $95,222 /
$16,463
$715 - $48,973 /
$14,853
Revenue multiple
0.3x - 1.4x /
0.8x
0.3x - 1.4x /
0.8x
Revenue
$891 - $57,516 /
$22,797
$1,033 - $61,584 /
$25,814
Total Level 3 Investments, at Fair Value
$
442,671
$
398,645
(A)
Fair value as of June 30, 2020 includes one proprietary debt investment totaling $13.7 million, which
was valued using the expected payoff amount as the unobservable input. Fair value as of September 30, 2019 includes two proprietary debt investments totaling $15.5 million, which were valued using the expected payoff amount as the
unobservable input.
(B)
Fair value as of June 30, 2020 excludes our investments in Leeds and Funko with fair values of
$4.0 million and $48 thousand, respectively, as of June 30, 2020. Fair value as of September 30, 2019 excludes our investments in Leeds and Funko with fair values of $4.1 million and $0.2 million, respectively, as of
September 30, 2019. Leeds was valued using NAV as a practical expedient and Funko was valued using Level 2 inputs as of both June 30, 2020 and September 30, 2019.
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Table of Contents
Fair value measurements can be sensitive to changes in one or more of the valuation inputs. Changes in
discount rates, EBITDA or EBITDA multiples (or revenue or revenue multiples), each in isolation, may change the fair value of certain of our investments. Generally, an increase/(decrease) in market yields, discount rates, or an increase/(decrease)
in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in a corresponding increase/(decrease), respectively, in the fair value of certain of our investments.
Changes in Level 3 Fair Value Measurements of Investments
The following tables provide the changes in fair value, broken out by security type, during the three and nine months ended June 30, 2020 and 2019 for all
investments for which we determine fair value using unobservable (Level 3) inputs.
Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)
Three months ended June 30, 2020
Secured
First Lien
Debt
Secured
Second
Lien Debt
Unsecured
Debt
Preferred
Equity
Common
Equity/
Equivalents
Total
Fair Value as of March 31, 2020
$
187,597
$
174,822
$
3,969
$
7,088
$
20,462
$
393,938
Total gains (losses):
Net realized gain (loss) (A)
(92
)
(40
)
25
(107
)
Net unrealized appreciation
(depreciation) (B)
(87
)
4,407
(30
)
1,015
3,057
8,362
Reversal of prior period net depreciation (appreciation) on realization (B)
534
458
992
New investments, repayments and settlements:
(C)
Issuances/originations
25,528
30,559
203
250
56,540
Settlements/repayments
(7,372
)
(9,789
)
(17,161
)
Net proceeds from sales
93
40
(26
)
107
Fair Value as of June 30, 2020
$
206,201
$
200,457
$
4,142
$
8,353
$
23,518
$
442,671
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Nine months ended June 30, 2020
Secured
First Lien
Debt
Secured
Second
Lien Debt
Unsecured
Debt
Preferred
Equity
Common
Equity/
Equivalents
Total
Fair Value as of September 30, 2019
$
178,213
$
181,541
$
3,933
$
9,854
$
25,104
$
398,645
Total gains (losses):
Net realized gain (loss) (A)
(4,232
)
(4,449
)
(1,449
)
2,533
(7,597
)
Net unrealized appreciation
(depreciation) (B)
(14,568
)
(10,156
)
(201
)
(5,522
)
65
(30,382
)
Reversal of prior period net depreciation (appreciation) on realization (B)
4,647
4,745
1,449
(2,550
)
8,291
New investments, repayments and settlements:
(C)
Issuances/originations
67,088
56,709
410
4,021
1,350
129,578
Settlements/repayments
(25,040
)
(27,973
)
(53,013
)
Net proceeds from sales
93
40
(2,984
)
(2,851
)
Fair Value as of June 30, 2020
$
206,201
$
200,457
$
4,142
$
8,353
$
23,518
$
442,671
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Table of Contents
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Three months ended June 30, 2019
Secured
First Lien
Debt
Secured
Second
Lien Debt
Unsecured
Debt
Preferred
Equity
Common
Equity/
Equivalents
Total
Fair Value as of March 31, 2019
$
189,281
$
148,691
$
3,771
$
15,591
$
26,038
$
383,372
Total gains (losses):
Net realized gain (loss) (A)
(90
)
3
(87
)
Net unrealized appreciation
(depreciation) (B)
(737
)
767
(10
)
354
2,445
2,819
Reversal of prior period net (appreciation) depreciation on realization (B)
(450
)
1
(449
)
New investments, repayments and settlements:
(C)
Issuances/originations
36,323
23,057
94
59,474
Settlements/repayments
(37,875
)
(2,508
)
(1,408
)
(41,791
)
Net proceeds from sales
90
(3
)
87
Transfers
Fair Value as of June 30, 2019
$
186,542
$
170,008
$
3,855
$
15,945
$
27,075
$
403,425
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Nine months ended June 30, 2019
Secured
First Lien
Debt
Secured
Second
Lien Debt
Unsecured
Debt
Preferred
Equity
Common
Equity/
Equivalents
Total
Fair Value as of September 30, 2018
$
199,625
$
156,373
$
3,655
$
7,749
$
18,661
$
386,063
Total gains (losses):
Net realized gain (loss) (A)
(90
)
(25,631
)
(1,226
)
2,083
(24,864
)
Net unrealized appreciation
(depreciation) (B)
(8,683
)
(257
)
(81
)
1,825
9,178
1,982
Reversal of prior period net (appreciation) depreciation on realization (B)
292
18,981
1,027
(2,133
)
18,167
New investments, repayments and settlements:
(C)
Issuances/originations
80,476
33,182
281
5,312
4,494
123,745
Settlements/repayments
(55,168
)
(41,287
)
(2,543
)
(98,998
)
Net proceeds from sales
90
(3
)
(528
)
(2,229
)
(2,670
)
Transfers
(30,000
)
28,650
1,786
(436
)
Fair Value as of June 30, 2019
$
186,542
$
170,008
$
3,855
$
15,945
$
27,075
$
403,425
(A)
Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of
Operations for the corresponding period.
(B)
Included in net unrealized appreciation (depreciation) on investments on our accompanying Consolidated
Statements of Operation s for the corresponding period.
(C)
Includes increases in the cost basis of investments resulting from new portfolio investments, accretion of
discounts, PIK, and other non-cash disbursements to portfolio companies, as well as decreases in the cost basis of investments resulting from principal repayments or sales, the amortization of premiums and
acquisition costs and other cost-basis adjustments.
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Table of Contents
Investment Activity
Proprietary Investments
As of each of June 30, 2020
and September 30, 2019, we held 37 proprietary investments with an aggregate fair value of $409.3 million and $353.7 million, or 91.6% and 87.8% of the total portfolio at fair value, respectively. The following significant proprietary
investment transactions occurred during the nine months ended June 30, 2020:
In October 2019, we invested $14.0 million in Universal Survey Center, Inc. through secured first lien debt.
In December 2019, we invested $24.0 million in Café Zupas through secured first lien debt.
In January 2020, we invested an additional $5.5 million in Lignetics, Inc., an existing portfolio company,
through a combination of secured second lien debt and preferred equity.
In January 2020, we sold our investment in The Mochi Ice Cream Company, which resulted in a realized gain of
approximately $2.5 million. In connection with the sale, we received net cash proceeds of approximately $9.7 million, including the repayment of our debt investment of $6.8 million at par.
In January 2020, we exited our investment in Meridian Rack & Pinion, Inc., with a fair value of $0 as of
December 31, 2019 and recorded a realized loss of $5.6 million.
In February 2020, we invested $19.0 million in American Trailer Rental Group LLC through a combination of
secured second lien debt and common equity.
In March 2020, our investments in XMedius America, Inc. and XMedius Solutions Inc. paid off at par for combined
net proceeds of $14.9 million.
In May 2020, we invested $30.0 million in Magpul Industries Corp. through secured second lien debt.
In May 2020, we invested $23.5 million in ALS Education, LLC through secured first lien debt.
In May 2020, we sold our investment in Travel Sentry, Inc. for net proceeds of $6.1 million, which resulted
in a $0.1 million realized loss.
In May 2020, our debt investment in Canopy Safety Brands, LLC paid off at par for net proceeds of
$3.8 million.
Syndicated Investments
As of June 30, 2020 and September 30, 2019, we held 11 and 16 syndicated investments with an aggregate fair value of $37.3 million and
$49.2 million, or 8.4% and 12.2% of the total portfolio at fair value, respectively. The following significant syndicated investment transactions occurred during the nine months ended June 30, 2020:
In October 2019, we invested an additional $3.0 million in Medical Solutions Holdings, Inc., an existing
portfolio company, through secured second lien debt.
In October 2019, our investment in DigiCert Holdings, Inc. paid off at par for net proceeds of $2.4 million.
In December 2019, our investment in LDiscovery, LLC paid off at par for net proceeds of $5.0 million.
In December 2019, our investment in United PF Holdings, LLC paid off at par for net proceeds of
$3.1 million. In conjunction with the payoff, we received a prepayment fee of $0.1 million.
In December 2019, we recorded a net realized loss of $4.4 million related to our investment in New Trident
Holdcorp, Inc. which filed for bankruptcy protection in February 2019.
In June 2020, our investment in DiscoverOrg, LLC paid off at par for net proceeds of $3.3 million. In
conjunction with the payoff, we received a prepayment fee of $33 thousand.
Investment Concentrations
As of June 30, 2020, our investment portfolio consisted of investments in 48 portfolio companies located in 24 states in 18 different industries, with an
aggregate fair value of $446.7 million. The five largest investments at fair value as of June 30, 2020 totaled $135.1 million,
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or 30.2% of our total investment portfolio, as compared to the five largest investments at fair value as of September 30, 2019 totaling $135.5 million, or 33.6% of our total investment
portfolio. As of June 30, 2020 and September 30, 2019, our average investment by obligor was $10.3 million and $8.1 million at cost, respectively.
The following table outlines our investments by security type as of June 30, 2020 and September 30, 2019:
June 30, 2020
September 30, 2019
Cost
Fair Value
Cost
Fair Value
Secured first lien debt
$
234,742
47.5
%
$
206,201
46.2
%
$
196,833
45.9
%
$
178,213
44.2
%
Secured second lien debt
211,896
42.8
200,457
44.9
187,569
43.8
181,541
45.1
Unsecured debt
4,498
0.9
4,142
0.9
4,088
1.0
3,933
1.0
Total debt investments
451,136
91.2
410,800
92.0
388,490
90.7
363,687
90.3
Preferred equity
18,932
3.8
8,353
1.9
16,360
3.8
9,854
2.4
Common equity/equivalents
24,501
5.0
27,523
6.1
23,602
5.5
29,334
7.3
Total equity investments
43,433
8.8
35,876
8.0
39,962
9.3
39,188
9.7
Total Investments
$
494,569
100.0
%
$
446,676
100.0
%
$
428,452
100.0
%
$
402,875
100.0
%
Our investments at fair value consisted of the following industry classifications as of June 30, 2020 and
September 30, 2019:
June 30, 2020
September 30, 2019
Industry Classification
Fair Value
Percentage of
Total
Investments
Fair Value
Percentage of
Total
Investments
Diversified/Conglomerate Service
$
105,926
23.7
%
$
116,923
29.0
%
Healthcare, Education, and Childcare
63,571
14.2
39,515
9.8
Diversified/Conglomerate Manufacturing
45,044
10.1
17,923
4.4
Cargo Transportation
34,248
7.7
15,225
3.8
Diversified Natural Resources, Precious Metals, and Minerals
29,446
6.6
22,839
5.7
Beverage, Food, and Tobacco
28,420
6.4
12,486
3.1
Telecommunications
28,375
6.3
46,111
11.4
Oil and Gas
26,069
5.8
35,051
8.7
Automobile
18,717
4.2
23,529
5.8
Aerospace and Defense
15,513
3.5
15,164
3.8
Chemicals, Plastics, and Rubber
11,881
2.7
11,448
2.8
Machinery
10,575
2.4
10,724
2.7
Home and Office Furnishings, Housewares, and Durable Consumer Products
9,575
2.1
9,800
2.4
Textiles and Leather
6,890
1.5
6,104
1.5
Hotels, Motels, Inns, and Gaming
6,595
1.5
7,209
1.8
Buildings and Real Estate
3,274
0.7
3,410
0.9
Personal and Non-Durable Consumer Products
720
0.2
4,747
1.2
Other, < 2.0%
1,837
0.4
4,667
1.2
Total Investments
$
446,676
100.0
%
$
402,875
100.0
%
Our investments at fair value were included in the following U.S. geographic regions and Canada as of June 30, 2020 and
September 30, 2019:
June 30, 2020
September 30, 2019
Location
Fair Value
Percentage of
Total
Investments
Fair Value
Percentage of
Total
Investments
South
$
214,815
48.1
%
$
171,985
42.7
%
West
136,530
30.6
118,078
29.3
Midwest
55,163
12.3
56,149
13.9
Northeast
40,168
9.0
49,914
12.4
Canada
6,749
1.7
Total Investments
$
446,676
100.0
%
$
402,875
100.0
%
The geographic composition indicates the location of the headquarters for our portfolio companies. A portfolio company may
have additional locations in other geographic regions.
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Investment Principal Repayments
The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments,
as of June 30, 2020:
Amount
For the remaining three months ending September 30:
2020
$
7,457
For the fiscal years ending September 30:
2021
49,787
2022
89,691
2023
47,692
2024
65,039
Thereafter
192,227
Total contractual repayments
$
451,893
Adjustments to cost basis of debt investments
(757
)
Investments in equity securities
43,433
Investments held as of June 30, 2020 at cost:
$
494,569
Receivables from Portfolio Companies
Receivables from portfolio companies represent non-recurring costs incurred on behalf of such portfolio companies and
are included in other assets on our accompanying Consolidated Statements of Assets and Liabilities. We generally maintain an allowance for uncollectible receivables from portfolio companies when the receivable balance becomes 90 days or more past
due or if it is determined, based upon managements judgment, that the portfolio company is unable to pay its obligations. We write-off accounts receivable when we have exhausted collection efforts and
have deemed the receivables uncollectible. As of June 30, 2020 and September 30, 2019, we had gross receivables from portfolio companies of $0.6 million and $0.7 million, respectively. The allowance for uncollectible receivables
was $29 thousand and $16 thousand as of June 30, 2020 and September 30, 2019, respectively.
NOTE 4. RELATED PARTY TRANSACTIONS
Transactions with the Adviser
We have been
externally managed by the Adviser pursuant to the Advisory Agreement since October 1, 2004 pursuant to which we pay the Adviser a base management fee and an incentive fee for its services. On July 14, 2020, our Board of Directors,
including a majority of the directors who are not parties to the Advisory Agreement or interested persons of such party, unanimously approved the renewal of the Advisory Agreement through August 31, 2021.
We also pay the Adviser a loan servicing fee for its role of servicer pursuant to our Credit Facility. The entire loan servicing fee paid to the Adviser by
Business Loan is non-contractually, unconditionally and irrevocably credited against the base management fee otherwise payable to the Adviser, since Business Loan is a consolidated subsidiary of ours, and
overall, the base management fee (including any loan servicing fee) cannot exceed 1.75% of total assets (including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings) during any given
fiscal year pursuant to the Advisory Agreement.
Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee
Brubaker (our vice chairman and chief operating officer), serve as directors and executive officers of the Adviser, which is 100% indirectly owned and controlled by Mr. Gladstone. Robert Marcotte (our president) also serves as executive vice
president of private equity (debt) of the Adviser.
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The following table summarizes the base management fee, incentive fee, and loan servicing fee and associated
non-contractual, unconditional and irrevocable credits reflected in our accompanying Consolidated Statements of Operations :
Three Months Ended
June 30,
Nine Months Ended
June 30,
2020
2019
2020
2019
Average total assets subject to base management fee (A)
$
429,943
$
405,029
$
424,610
$
413,257
Multiplied by prorated annual base management fee of 1.75%
0.4375
%
0.4375
%
1.3125
%
1.3125
%
Base management fee (B)
$
1,881
$
1,772
$
5,573
$
5,424
Portfolio company fee credit
(675
)
(484
)
(1,290
)
(1,169
)
Syndicated loan fee credit
(92
)
(115
)
(314
)
(290
)
Net Base Management Fee
$
1,114
$
1,173
$
3,969
$
3,965
Loan servicing fee (B)
1,463
1,267
4,309
3,762
Credit to base management fee - loan servicing
fee (B)
(1,463
)
(1,267
)
(4,309
)
(3,762
)
Net Loan Servicing Fee
$
$
$
$
Incentive fee (B)
1,275
1,543
3,896
4,286
Incentive fee credit
(438
)
(51
)
(2,919
)
(1,085
)
Net Incentive Fee
$
837
$
1,492
$
977
$
3,201
Portfolio company fee credit
(675
)
(484
)
(1,290
)
(1,169
)
Syndicated loan fee credit
(92
)
(115
)
(314
)
(290
)
Incentive fee credit
(438
)
(51
)
(2,919
)
(1,085
)
Credits to Fees From Adviser -
other (B)
$
(1,205
)
$
(650
)
$
(4,523
)
$
(2,544
)
(A)
Average total assets subject to the base management fee is defined in the Advisory Agreement as total assets,
including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the two most recently completed quarters within the respective years and adjusted appropriately for
any share issuances or repurchases during the period.
(B)
Reflected as a line item on our accompanying Consolidated Statements of Operations .
Base Management Fee
The base
management fee is payable quarterly to the Adviser pursuant to our Advisory Agreement and is assessed at an annual rate of 1.75%, computed on the basis of the value of our average total assets at the end of the two most recently-completed quarters
(inclusive of the current quarter), which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings and adjusted appropriately for any share issuances or
repurchases during the period.
Additionally, pursuant to the requirements of the 1940 Act, the Adviser makes available significant managerial assistance
to our portfolio companies. The Adviser may also provide other services to our portfolio companies under certain agreements and may receive fees for services other than managerial assistance. Such services may include: (i) assistance obtaining,
sourcing or structuring credit facilities, long term loans or additional equity from unaffiliated third parties; (ii) negotiating important contractual financial relationships; (iii) consulting services regarding restructuring of the
portfolio company and financial modeling as it relates to raising additional debt and equity capital from unaffiliated third parties; and (iv) taking a primary role in interviewing, vetting and negotiating employment contracts with candidates
in connection with adding and retaining key portfolio company management team members. The Adviser non-contractually, unconditionally, and irrevocably credits 100% of any fees for such services against the
base management fee that we would otherwise be required to pay to the Adviser; however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees, totaling $23 thousand and $38 thousand for the three and nine
months ended June 30, 2020, respectively, and $17 thousand and $38 thousand for the three and nine months ended June 30, 2019, respectively, was retained by the Adviser in the form of reimbursement, at cost, for tasks completed
by personnel of the Adviser primarily for the valuation of portfolio companies.
Our Board of Directors accepted a
non-contractual, unconditional, and irrevocable credit from the Adviser to reduce the annual base management fee on syndicated loan participations to 0.5%, to the extent that proceeds resulting from borrowings
were used to purchase such syndicated loan participations, for each of the three and nine months ended June 30, 2020 and 2019.
Loan Servicing Fee
The Adviser also services the loans held by Business Loan (the borrower under the Credit Facility), in return for which the Adviser receives a 1.5%
annual fee payable monthly based on the aggregate outstanding balance of loans pledged under our Credit Facility. As discussed in the notes to the table above, we treat payment of the loan servicing fee pursuant to the Credit Facility as a pre-payment of the base management fee under the Advisory Agreement. Accordingly, these loan servicing fees are 100% non-contractually, unconditionally and irrevocably
credited back to us by the Adviser.
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Incentive Fee
The incentive fee consists of two parts: an income-based incentive fee and a capital gains-based incentive fee. The income-based incentive fee rewards the
Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% (2.0% during the one year period from April 1, 2020 through March 31, 2021) of our net assets, which we define as total assets less
indebtedness and before taking into account any incentive fees payable or contractually due but not payable during the period, at the end of the immediately preceding calendar quarter, adjusted appropriately for any share issuances or repurchases
during the period (the hurdle rate). The income-based incentive fee with respect to our pre-incentive fee net investment income is generally payable quarterly to the Adviser and is computed as
follows:
no incentive fee in any calendar quarter in which our pre-incentive fee
net investment income does not exceed the hurdle rate;
100.0% 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% (2.4375% during the one year period from April 1, 2020 through March 31,
2021) of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter; and
20.0% of the amount of our pre-incentive fee net investment income, if
any, that exceeds 2.1875% (2.4375% during the one year period from April 1, 2020 through March 31, 2021) of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter.
As reflected above, on April 14, 2020, our Board of Directors approved the amendment of the Advisory Agreement, which temporarily
revised the hurdle rate, for the period beginning April 1, 2020 and ending March 31, 2021, increasing the hurdle rate from 1.75% per quarter (7% annualized) to 2.00% per quarter (8% annualized) and increasing the excess incentive fee
hurdle rate from 2.1875% per quarter (8.75% annualized) to 2.4375% per quarter (9.75% annualized).
The second part of the incentive fee is a capital
gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date) and equals 20.0% of our net realized capital gains (as
defined herein) as of the end of the fiscal year. In determining the capital gains-based incentive fee payable to the Adviser, we calculate net realized capital gains at the end of each applicable year by subtracting the sum of our
cumulative aggregate realized capital losses and our entire portfolios aggregate unrealized capital depreciation from our cumulative aggregate realized capital gains. For this purpose, cumulative aggregate realized capital gains, if any,
equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales
price of each investment, when sold, is less than the original cost of such investment since inception. The entire portfolios aggregate unrealized capital depreciation, if any, equals the sum of the difference between the valuation of each
investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable fiscal year, the amount of capital gains that serves as the basis for our calculation of the capital gains-based incentive fee
equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less the entire portfolios aggregate unrealized capital depreciation, if any. If this number is positive at the end of such fiscal year,
then the capital gains-based incentive fee for such year equals 20.0% of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years. No capital gains-based incentive fee has
been recorded or paid since our inception through June 30, 2020, as cumulative unrealized capital depreciation has exceeded cumulative realized capital gains net of cumulative realized capital losses.
In accordance with GAAP, a capital gains-based incentive fee accrual is calculated using the aggregate cumulative realized capital gains and losses and
aggregate cumulative unrealized capital appreciation and depreciation. If such amount is positive at the end of a period, then GAAP requires us to record a capital gains-based incentive fee equal to 20.0% of such amount, less the aggregate amount of
actual capital gains-based incentive fees paid in all prior years. If such amount is negative, then there is no accrual for such period. GAAP requires that the capital gains-based incentive fee accrual consider the cumulative aggregate unrealized
capital appreciation in the calculation, as a capital gains-based incentive fee would be payable if such unrealized capital appreciation were realized. There can be no assurance that such unrealized capital appreciation will be realized in the
future. No GAAP accrual for a capital gains-based incentive fee has been recorded from our inception through June 30, 2020.
Our Board of Directors
accepted non-contractual, unconditional and irrevocable credits from the Adviser to reduce the income-based incentive fee to the extent net investment income did not 100.0% cover distributions to common
stockholders for the three and nine months ended June 30, 2020 and 2019.
Transactions with the Administrator
We have entered into the Administration Agreement with the Administrator to provide administrative services. We reimburse the Administrator pursuant to the
Administration Agreement for the portion of expenses the Administrator incurs while performing services for us. The Administrators expenses are primarily rent and the salaries, benefits and expenses of the Administrators employees,
including: our chief financial officer and treasurer, chief compliance officer, chief valuation officer, and general counsel and secretary (who also serves as the Administrators president, general counsel and secretary) and their respective
staffs. Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our vice chairman and chief operating officer) serve as members of the board of managers and executive officers of the
Administrator, which is 100% indirectly owned and controlled by Mr. Gladstone. Another of our officers, Michael LiCalsi (our general counsel and secretary), serves as the Administrators president as well as the executive vice president of
administration for the Adviser.
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Our allocable portion of the Administrators expenses is generally derived by multiplying the
Administrators total expenses by the approximate percentage of time during the current quarter the Administrators employees performed services for us in relation to their time spent performing services for all companies serviced by the
Administrator. On July 14, 2020, our Board of Directors, including a majority of the directors who are not parties to the Administration Agreement or interested persons of either party, approved the renewal of the Administration Agreement
through August 31, 2021.
Other Transactions
Gladstone Securities, LLC (Gladstone Securities), a privately-held broker-dealer registered with the Financial Industry Regulatory Authority and
insured by the Securities Investor Protection Corporation, which is 100% indirectly owned and controlled by Mr. Gladstone, our chairman and chief executive officer, has provided other services, such as investment banking and due diligence
services, to certain of our portfolio companies, for which Gladstone Securities receives a fee. Any such fees paid by portfolio companies to Gladstone Securities do not impact the fees we pay to the Adviser or the
non-contractual, unconditional and irrevocable credits against the base management fee or incentive fee. Gladstone Securities received fees from portfolio companies totaling $0.3 million and
$0.7 million during the three and nine months ended June 30, 2020, respectively, and $0.4 million and $1.1 million during the three and nine months ended June 30, 2019, respectively.
Related Party Fees Due
Amounts due to related parties on
our accompanying Consolidated Statements of Assets and Liabilities were as follows:
June 30, 2020
September 30, 2019
Base management fee due to (from) Adviser
$
(348
)
$
61
Loan servicing fee due to Adviser
352
305
Incentive fee due to (from) Adviser
837
1,086
Total fees due to (from) Adviser
841
1,452
Fee due to Administrator
634
366
Total Related Party Fees Due
$
1,475
$
1,818
In addition to the above fees, other operating expenses due to the Adviser as of June 30, 2020 and September 30,
2019, totaled $27 thousand and $32 thousand, respectively. In addition, net expenses payable to Gladstone Investment Corporation (for reimbursement purposes), which includes certain co-investment
expenses, totaled $59 thousand and $0 as of June 30, 2020 and September 30, 2019, respectively. These amounts are generally settled in the quarter subsequent to being incurred and are included in other liabilities on the accompanying
Consolidated Statements of Assets and Liabilities as of June 30, 2020 and September 30, 2019.
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NOTE 5. BORROWINGS
Revolving Credit Facility
On April 29, 2020, we,
through Business Loan, entered into Amendment No. 6 to our Credit Facility with KeyBank, which extended the revolving period end date to July 15, 2021, included certain LIBOR transition provisions and decreased the commitment amount from
$190 million to $180 million. All principal and interest will continue to be due and payable on April 15, 2022.
On July 10, 2019, we,
through Business Loan, entered into Amendment No. 5 to our Credit Facility with KeyBank, which (i) modified the covenants to reduce our minimum asset coverage with respect to senior securities representing indebtedness from 200% to 150%
(or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), (ii) amended the excess concentration limits definition to decrease the limit for
non-first lien loans from 60% to 50% under certain circumstances and (iii) amended the distributions covenant to allow a distribution to be applied towards the redemption of our 6.00% Series 2024 Term
Preferred Stock, par value $0.001 per share (Series 2024 Term Preferred Stock).
On March 9, 2018, we, through Business Loan, entered
into Amendment No. 4 to our Credit Facility with KeyBank, which increased the commitment amount from $170.0 million to $190.0 million, extended the revolving period end date by approximately two years to January 15, 2021,
decreased the marginal interest rate added to 30-day LIBOR from 3.25% to 2.85% per annum, and changed the unused commitment fee from 0.50% of the total unused commitment amount to 0.50% when the average unused
commitment amount for the reporting period is less than or equal to 50%, 0.75% when the average unused commitment amount for the reporting period is greater than 50% but less than or equal to 65%, and 1.00% when the average unused commitment amount
for the reporting period is greater than 65%. All principal and interest will be due and payable on April 15, 2022. Subject to certain terms and conditions, our Credit Facility may be expanded up to a total of $265.0 million through
additional commitments of new or existing lenders. We incurred fees of approximately $1.2 million in connection with this amendment, which are being amortized through our Credit Facilitys revolving period end date of July 15, 2021.
The following tables summarize noteworthy information related to our Credit Facility:
June 30, 2020
September 30, 2019
Commitment amount
$
180,000
$
190,000
Borrowings outstanding, at cost
133,500
66,900
Availability (A)
36,954
101,725
For the Three Months
Ended June 30,
For the Nine Months
Ended June 30,
2020
2019
2020
2019
Weighted average borrowings outstanding, at cost
$
117,053
$
69,134
$
98,195
$
77,236
Weighted average interest rate (B)
3.7
%
7.0
%
4.7
%
6.5
%
Commitment (unused) fees incurred
$
90
$
283
$
463
$
697
(A)
Available borrowings are subject to various constraints imposed under our Credit Facility, based on the
aggregate loan balance pledged by Business Loan, which varies as loans are added and repaid, regardless of whether such repayments are prepayments or made as contractually required.
(B)
Includes unused commitment fees and excludes the impact of deferred financing costs.
Our Credit Facility also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with
KeyBank. KeyBank is also the trustee of the account and generally remits the collected funds to us once each month. Amounts collected in the lockbox account with KeyBank are presented as Due from administrative agent on the accompanying
Consolidated Statement of Assets and Liabilities as of June 30, 2020 and September 30, 2019.
Our Credit Facility contains covenants that
require Business Loan to maintain its status as a separate legal entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to our credit and collection
policies without the lenders consent. Our Credit Facility also generally limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts elected to have been paid during
the prior year in accordance with Section 855(a) of the Code. Business Loan is also subject to certain limitations on the type of loan investments it can apply as collateral towards the borrowing base to receive additional borrowing
availability under our Credit Facility, including restrictions on geographic concentrations, sector concentrations, loan size, payment frequency and status, average life and lien property. Our Credit Facility further requires Business Loan to comply
with other financial and operational covenants, which obligate Business Loan to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum number of 25 obligors required in the borrowing base.
Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include our mandatorily redeemable preferred stock)
of $205.0 million plus 50.0% of all equity and subordinated debt raised after May 1, 2015 less 50% of any equity and subordinated debt retired or redeemed after May 1, 2015, which equates to $268.1 million as of June 30,
2020, (ii) asset coverage with respect to senior securities representing indebtedness of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), and
(iii) our status as a BDC under the 1940 Act and as a RIC under the Code.
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As of June 30, 2020, and as defined in our Credit Facility, we had a net worth of $319.9 million,
asset coverage on our senior securities representing indebtedness of 196.8%, calculated in accordance with the requirements of Section 18 and 61 of the 1940 Act, and an active status as a BDC and RIC. In addition, we had 31 obligors
in our Credit Facilitys borrowing base as of June 30, 2020. As of June 30, 2020, we were in compliance with all of our Credit Facility covenants.
Fair Value
We elected to apply the fair value option of
ASC 825, Financial Instruments , specifically for the Credit Facility, which was consistent with our application of ASC 820 to our investments. Generally, the fair value of our Credit Facility is determined using a yield analysis
which includes a DCF calculation and the assumptions that the Valuation Team believes market participants would use, including the estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar
securities as of the measurement date. As of June 30, 2020, the discount rate used to determine the fair value of our Credit Facility was 30-day LIBOR, plus 2.85% per annum, plus a 0.50% unused commitment
fee. As of September 30, 2019, the discount rate used to determine the fair value of our Credit Facility was 30-day LIBOR, plus 2.65% per annum, plus a 0.75% unused commitment fee. Generally, an increase
or decrease in the discount rate used in the DCF calculation may result in a corresponding decrease or increase, respectively, in the fair value of our Credit Facility. As of June 30, 2020 and September 30, 2019, our Credit Facility was
valued using Level 3 inputs and any changes in its fair value are recorded in net unrealized depreciation (appreciation) of other on our accompanying Consolidated Statements of Operations .
The following tables present our Credit Facility carried at fair value as of June 30, 2020 and September 30, 2019, on our accompanying
Consolidated Statements of Assets and Liabilities for Level 3 of the hierarchy established by ASC 820 and the changes in fair value of our Credit Facility during the three and nine months ended June 30, 2020 and 2019:
Total Recurring Fair Value Measurement Reported in
Consolidated Statements of Assets
and Liabilities Using
Significant Unobservable Inputs (Level 3)
June 30, 2020
September 30, 2019
Credit Facility
$
133,500
$
67,067
Fair Value Measurements
Using Significant Unobservable Data Inputs (Level 3)
Three Months Ended
June 30,
2020
2019
Fair value as of March 31, 2020 and 2019, respectively
$
92,100
$
52,300
Borrowings
62,600
57,800
Repayments
(21,200
)
(50,800
)
Net unrealized appreciation (A)
173
Fair Value as of June 30, 2020 and 2019, respectively
$
133,500
$
59,473
Fair Value Measurements
Using Significant Unobservable Data Inputs (Level 3)
Nine Months Ended
June 30,
2020
2019
Fair value as of September 30, 2019 and 2018, respectively
$
67,067
$
110,000
Borrowings
179,800
122,800
Repayments
(113,200
)
(173,500
)
Net unrealized appreciation (A)
(167
)
173
Fair Value as of June 30, 2020 and 2019, respectively
$
133,500
$
59,473
(A)
Included in net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements
of Operations for the three and nine months ended June 30, 2020 and 2019.
The fair value of the collateral under our Credit
Facility totaled approximately $409.9 million and $369.0 million as of June 30, 2020 and September 30, 2019, respectively.
Notes
Payable
In October 2019, we completed a public debt offering of $38.8 million aggregate principal amount of 5.375% Notes due 2024 (the 2024
Notes), inclusive of the overallotment option exercised by the underwriters, for net proceeds of approximately $37.5 million after deducting underwriting discounts, commissions and offering expenses borne by us.
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In November 2018, we completed a public debt offering of $57.5 million aggregate principal amount of
6.125% Notes due 2023 (the 2023 Notes), inclusive of the overallotment option exercised by the underwriters, for net proceeds of $55.4 million after deducting underwriting discounts, commissions and offering expenses borne by
us.
The 2024 and 2023 Notes are traded under the ticker symbols GLADL and GLADD, respectively, on the Nasdaq Global Select Market
(Nasdaq). The 2024 Notes and 2023 Notes will mature on November 1, 2024 and November 1, 2023, respectively, and may be redeemed in whole or in part at any time or from time to time at the Companys option on or after
November 1, 2021 and November 1, 2020, respectively. The 2024 Notes and 2023 Notes bear interest at a rate of 5.375% and 6.125% per year, respectively, payable quarterly on February 1, May 1, August 1, and November 1 of
each year (which equates to approximately $5.6 million per year). The 2024 Notes and 2023 Notes are recorded at the principal amount, less discounts and offering costs, on our Consolidated Statements of Assets and Liabilities .
The indenture relating to the 2024 Notes and 2023 Notes contains certain covenants, including (i) an inability to incur additional debt or issue
additional debt or preferred securities unless the Companys asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend payable in our
stock) on a class of our capital stock or to purchase shares of our capital stock unless the Companys asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or purchase, and
(iii) if, at any time, we are not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, we will provide the holders of the 2024 Notes and 2023 Notes and the trustee with audited annual consolidated financial
statements and unaudited interim consolidated financial statements.
The fair value, based on the last quoted closing price, of the 2023 Notes as of
June 30, 2020 and September 30, 2019 was $54.9 million and $60.1 million, respectively. The fair value, based on the last quoted closing price, of the 2024 Notes as of June 30, 2020 was $36.9 million. We consider the
trading price of the 2024 Notes and 2023 Notes to be a Level 1 input within the ASC 820 hierarchy.
NOTE 6. MANDATORILY REDEEMABLE PREFERRED STOCK
In September 2017, we completed a public offering of approximately 2.1 million shares of our Series 2024 Term Preferred Stock at a public
offering price of $25.00 per share. Gross proceeds totaled $51.8 million and net proceeds, after deducting underwriting discounts, commissions and offering expenses borne by us, were approximately $49.8 million. We incurred approximately
$1.9 million in total underwriting discounts and offering costs related to the issuance of the Series 2024 Term Preferred Stock, which were recorded as discounts to the liquidation value on our accompanying Consolidated Statements of Assets
and Liabilities and were previously amortized from issuance through September 30, 2024, the mandatory redemption date.
The shares of our Series
2024 Term Preferred Stock were traded under the ticker symbol GLADN on Nasdaq as of September 30, 2019. The asset coverage on our senior securities that are stock as of September 30, 2019 was 238.5%, calculated in
accordance with Sections 18 and 61 of the 1940 Act.
On October 2, 2019, we voluntarily redeemed all 2,070,000 outstanding shares of our Series 2024
Term Preferred Stock at a redemption price of $25.00 per share which represents the liquidation preference per share, plus accrued and unpaid dividends through October 1, 2019 in the amount of $0.004166 per share, for a total payment per share
of $25.004166 and an aggregate redemption price of approximately $51.8 million. In connection with the voluntary redemption of our Series 2024 Term Preferred Stock, we incurred a loss on extinguishment of debt of $1.4 million, which has
been reflected in Realized loss on other in our accompanying Consolidated Statement of Operations and which is primarily comprised of the unamortized deferred issuance costs at the time of redemption.
We paid the following monthly dividends on our Series 2024 Term Preferred Stock for the nine months ended June 30, 2019:
Fiscal Year
Declaration Date
Record Date
Payment Date
Distribution per
Share of Series 2024
Term Preferred
Stock
2019
October 9, 2018
October 19, 2018
October 31, 2018
$
0.125
October 9, 2018
November 20, 2018
November 30, 2018
0.125
October 9, 2018
December 20, 2018
December 31, 2018
0.125
January 8, 2019
January 18, 2019
January 31, 2019
0.125
January 8, 2019
February 20, 2019
February 28, 2019
0.125
January 8, 2019
March 20, 2019
March 29, 2019
0.125
April 9, 2019
April 22, 2019
April 30, 2019
0.125
April 9, 2019
May 22, 2019
May 31, 2019
0.125
April 9, 2019
June 19, 2019
June 28, 2019
0.125
Nine Months Ended June 30, 2019:
$
1.125
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The federal income tax characteristics of dividends paid to our preferred stockholders generally constitute
ordinary income to the extent of our current and accumulated earnings and profits and is reported after the end of the calendar year based on tax information for the full fiscal year. Estimates of tax characterization made on a quarterly basis may
not be representative of the actual tax characterization of dividends for the full year. Estimates made on a quarterly basis are updated as of each interim reporting date. The tax characterization of dividends paid to our preferred stockholders
during the calendar years ended December 31, 2019 and 2018 was 100% from ordinary income.
In accordance with ASC 480, Distinguishing
Liabilities from Equity , mandatorily redeemable financial instruments should be classified as liabilities in the balance sheet. Our mandatorily redeemable preferred stock was recorded at the liquidation preference, less discounts, on our
accompanying Consolidated Statements of Assets and Liabilities as of September 30, 2019. The related dividend payments to our mandatorily redeemable preferred stockholders are treated as dividend expense on our Consolidated Statements
of Operations as of the ex-dividend date.
The fair value, based on the last quoted closing price, for our
Series 2024 Term Preferred Stock as of September 30, 2019 was $51.8 million. We consider the trading price of our mandatorily redeemable preferred stock to be a Level 1 input within the fair value hierarchy.
NOTE 7. REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS
Our shelf registration statement permits us to issue, through one or more transactions, up to an aggregate of $300.0 million in securities, consisting of
common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock or preferred stock. As of June 30, 2020, we had the ability to issue up to an additional $235.2 million in securities under the
registration statement.
Common Stock Offerings
In
February 2019, we entered into an equity distribution agreement with Jefferies LLC (the Jefferies Sales Agreement) under which we have the ability to issue and sell, from time to time, up to an aggregate offering price of
$50.0 million shares of our common stock. During the nine months ended June 30, 2020, we sold 846,716 shares of our common stock under the Jefferies Sales Agreement, at a weighted-average price of $10.39 per share and raised
$8.8 million of gross proceeds. Net proceeds, after deducting commissions and offering costs borne by us, were approximately $8.6 million. As of June 30, 2020, we had a remaining capacity to sell up to an additional
$24.0 million of our common stock under the Jefferies Sales Agreement.
NOTE 8. NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
PER WEIGHTED AVERAGE COMMON SHARE
The following table sets forth the computation of basic and diluted net increase (decrease) in net assets resulting
from operations per weighted average common share for the three and nine months ended June 30, 2020 and 2019:
Three Months Ended
June 30,
Nine Months Ended
June 30,
2020
2019
2020
2019
Numerator for basic and diluted net increase (decrease) in net assets resulting from operations
per common share
$
14,957
$
8,856
$
(12,120
)
$
14,478
Denominator for basic and diluted weighted average common shares
31,192,639
29,491,285
30,948,956
28,876,197
Basic and diluted net increase (decrease) in net assets resulting from operations per common
share
$
0.48
$
0.30
$
(0.39
)
$
0.50
NOTE 9. DISTRIBUTIONS TO COMMON STOCKHOLDERS
To qualify to be taxed as a RIC under Subchapter M of the Code, we must generally distribute to our stockholders, for each taxable year, at least 90% of our
taxable ordinary income plus the excess of our net short-term capital gains over net long-term capital losses (Investment Company Taxable Income). The amount to be paid out as distributions to our stockholders is determined by our Board
of Directors quarterly and is based on managements estimate of Investment Company Taxable Income. Based on that estimate, our Board of Directors declares three monthly distributions to common stockholders each quarter.
The federal income tax characteristics of all distributions will be reported to stockholders on the IRS Form 1099 after the end of each calendar year. For
calendar year ended December 31, 2019, 97.4% of distributions to common stockholders were deemed to be paid from ordinary income and 2.6% of distributions to common stockholders were deemed to be a return of capital for 1099 stockholder
reporting purposes. For the calendar year ended December 31, 2018, 100% of distributions to common stockholders were deemed to be paid from ordinary income for 1099 stockholder reporting purposes.
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We paid the following monthly distributions to common stockholders for the nine months ended June 30,
2020 and 2019:
Fiscal Year
Declaration Date
Record Date
Payment Date
Distribution
per Common
Share
2020
October 8, 2019
October 22, 2019
October 31, 2019
$
0.07
October 8, 2019
November 19, 2019
November 29, 2019
0.07
October 8, 2019
December 19, 2019
December 31, 2019
0.07
January 14, 2020
January 24, 2020
January 31, 2020
0.07
January 14, 2020
February 19, 2020
February 28, 2020
0.07
January 14, 2020
March 20, 2020
March 31, 2020
0.07
April 14, 2020
April 24, 2020
April 30, 2020
0.065
April 14, 2020
May 19, 2020
May 29, 2020
0.065
April 14, 2020
June 19, 2020
June 30, 2020
0.065
Nine Months Ended June 30, 2020:
$
0.615
Fiscal Year
Declaration Date
Record Date
Payment Date
Distribution
per Common
Share
2019
October 9, 2018
October 19, 2018
October 31, 2018
$
0.07
October 9, 2018
November 20, 2018
November 30, 2018
0.07
October 9, 2018
December 20, 2018
December 31, 2018
0.07
January 8, 2019
January 18, 2019
January 31, 2019
0.07
January 8, 2019
February 20, 2019
February 28, 2019
0.07
January 8, 2019
March 20, 2019
March 29, 2019
0.07
April 9, 2019
April 22, 2019
April 30, 2019
0.07
April 9, 2019
May 22, 2019
May 31, 2019
0.07
April 9, 2019
June 19, 2019
June 28, 2019
0.07
Nine Months Ended June 30, 2019:
$
0.63
Aggregate distributions declared and paid to our common stockholders were approximately $19.0 million and
$18.2 million for the nine months ended June 30, 2020 and 2019, respectively, and were declared based on estimates of Investment Company Taxable Income for the respective fiscal years. For the fiscal year ended September 30, 2019,
distributions declared and paid exceeded taxable income available for common distributions resulting in a partial return of capital of approximately $0.7 million.
For the nine months ended June 30, 2020 and the fiscal year ended September 30, 2019, we recorded the following adjustments for book-tax differences to reflect tax character. Results of operations, total net assets, and cash flows were not affected by these adjustments.
Nine Months Ended
June 30, 2020
Year Ended
September 30, 2019
Undistributed net investment income
$
(119
)
$
355
Accumulated net realized losses
1,529
1,553
Capital in excess of par value
(1,410
)
(1,908
)
NOTE 10. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are party to certain legal
proceedings incidental to the normal course of our business. We are required to establish reserves for litigation matters where those matters present loss contingencies that are both probable and estimable. When loss contingencies are not both
probable and estimable, we do not establish reserves. Based on current knowledge, we do not believe that loss contingencies, if any, arising from pending investigations, litigation or regulatory matters will have a material adverse effect on our
financial condition, results of operations or cash flows. Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of June 30, 2020 and September 30, 2019, we
had no established reserves for such loss contingencies.
Escrow Holdbacks
From time to time, we enter into arrangements relating to exits of certain investments whereby specific amounts of the proceeds are held in escrow to be used
to satisfy potential obligations, as stipulated in the sales agreements. We record escrow amounts in Restricted cash and cash equivalents, if received in cash but subject to potential obligations or other contractual restrictions, or as escrow
receivables in
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Other assets, net, if not yet received in cash, on our accompanying Consolidated Statements of Assets and Liabilities. We establish reserves and holdbacks against escrow amounts if we determine
that it is probable and estimable that a portion of the escrow amounts will not ultimately be released or received at the end of the escrow period. There were no aggregate reserves recorded against the escrow amounts as of June 30, 2020 and
September 30, 2019.
Financial Commitments and Obligations
We have lines of credit, delayed draw term loans, and an uncalled capital commitment with certain of our portfolio companies that have not been fully drawn.
Since these commitments have expiration dates and we expect many will never be fully drawn, the total commitment amounts do not necessarily represent future cash requirements. We estimate the fair value of the combined unused lines of credit, the
unused delayed draw term loans and the uncalled capital commitment as of June 30, 2020 and September 30, 2019 to be immaterial.
The following
table summarizes the amounts of our unused lines of credit, delayed draw term loans and uncalled capital commitment, at cost, as of June 30, 2020 and September 30, 2019, which are not reflected as liabilities in the accompanying
Consolidated Statements of Assets and Liabilities :
June 30,
2020
September 30,
2019
Unused line of credit commitments
$
15,846
$
12,360
Delayed draw term loans
8,030
10,000
Uncalled capital commitment
843
843
Total
$
24,719
$
23,203
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NOTE 11. FINANCIAL HIGHLIGHTS
Three Months Ended June 30,
Nine Months Ended June 30,
2020
2019
2020
2019
Per Common Share Data:
Net asset value at beginning of
period (A)
$
6.99
$
8.11
$
8.22
$
8.32
Income from operations (B)
Net investment income
0.20
0.21
0.62
0.63
Net realized and unrealized gain (loss) on investments
0.28
0.10
(0.97
)
(0.12
)
Net realized and unrealized gain (loss) on other
(0.01
)
(0.04
)
(0.01
)
Total from operations
0.48
0.30
(0.39
)
0.50
Distributions to common stockholders
from (B)(C)
Net investment income
(0.20
)
(0.19
)
(0.62
)
(0.61
)
Return of capital
(0.02
)
(0.02
)
Total distributions
(0.20
)
(0.21
)
(0.62
)
(0.63
)
Capital share transactions (B)
Offering costs for issuance of common stock
(0.01
)
(0.01
)
Anti-dilutive effect of common stock
issuance (D)
0.04
0.06
0.05
Total capital share transactions
0.03
0.06
0.04
Net asset value at end of period (A)
$
7.27
$
8.23
$
7.27
$
8.23
Per common share market value at beginning of period
$
5.62
$
9.01
$
9.75
$
9.50
Per common share market value at end of period
7.31
9.38
7.31
9.38
Total return (E)
33.99
%
6.46
%
(19.12
)%
5.90
%
Common stock outstanding at end of
period (A)
31,192,639
29,904,418
31,192,639
29,904,418
Statement of Assets and Liabilities Data:
Net assets at end of period
$
226,797
$
246,186
$
226,797
$
246,186
Average net assets (F)
221,040
241,924
236,999
235,985
Senior Securities Data:
Borrowings under Credit Facility, at cost
133,500
59,300
133,500
59,300
Mandatorily redeemable preferred stock, at liquidation preference
51,750
51,750
Long term debt
96,313
57,500
96,313
57,500
Ratios/Supplemental Data:
Ratio of net expenses to average net assets annualized (G)(H)
10.22
%
11.03
%
9.19
%
10.79
%
Ratio of net investment income to average net assets annualized (I)
11.01
%
10.27
%
10.72
%
10.29
%
(A)
Based on actual shares outstanding at the end of the corresponding period.
(B)
Based on weighted average basic per share data.
(C)
The tax character of distributions is determined based on taxable income calculated in accordance with income
tax regulations, which may differ from amounts determined under GAAP.
(D)
During the three and nine months ended June 30, 2020 and 2019, the anti-dilution was a result of issuing
common shares during the period at a price above the then current NAV per share.
(E)
Total return equals the change in the ending market value of our common stock from the beginning of the fiscal
year, taking into account distributions reinvested in accordance with the terms of our dividend reinvestment plan. Total return does not take into account distributions that may be characterized as a return of capital. For further information on the
estimated character of our distributions to common stockholders, refer to Note 9 Distributions to Common Stockholders .
(F)
Computed using the average of the balance of net assets at the end of each month of the reporting period.
(G)
Ratio of net expenses to average net assets is computed using total expenses, net of credits from the Adviser,
to the base management, loan servicing and incentive fees.
(H)
Had we not received any voluntary, unconditional and irrevocable credits of the incentive fee due to the
Adviser, the ratio of net expenses to average net assets would have been 11.02% and 10.85% for the three and nine months ended June 30, 2020, respectively, and 11.12% and 11.41% for the three and nine months ended June 30, 2019,
respectively.
(I)
Had we not received any voluntary, unconditional and irrevocable credits of the incentive fee due to the
Adviser, the ratio of net investment income to average net assets would have been 10.22% and 9.09% for the three and nine months ended June 30, 2020, respectively, and 10.19% and 9.68% for the three and nine months ended June 30, 2019,
respectively.
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NOTE 12. UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES
In accordance with the SECs Regulation S-X, we do not consolidate portfolio company investments. Further, in
accordance with ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to
the investment company or its consolidated subsidiaries.
We had two unconsolidated subsidiaries, LWO Acquisitions Company LLC and Defiance Integrated
Technologies, Inc., that met at least one of the significance conditions under Rule 1-02(w) of the SECs Regulation S-X as of or during at least one of the nine
month periods ended June 30, 2020 and 2019. Accordingly, summarized, comparative financial information, in aggregate, is presented below for the nine months ended June 30, 2020 and 2019 for our unconsolidated significant subsidiary.
Nine Months Ended
June 30,
Income Statement
2020
2019
Net sales
$
29,438
$
36,454
Gross profit
3,258
4,028
Net loss
(3,789
)
(3,769
)
NOTE 13. SUBSEQUENT EVENTS
Portfolio Activity
In July 2020, our investment in
Universal Survey Center, Inc. paid off at par for net proceeds of $14.1 million. In conjunction with the payoff, we received a prepayment fee of $0.3 million.
In July 2020, we sold $6.0 million of our debt investment in Lignetics, Inc.
Distributions and Dividends
In July 2020, our Board of
Directors declared the following monthly distributions to common stockholders:
Record Date
Payment Date
Distribution per
Common Share
July 24, 2020
July 31, 2020
$
0.065
August 24, 2020
August 31, 2020
0.065
September 23, 2020
September 30, 2020
0.065
Total for the Quarter:
$
0.195
COVID-19
We continue to monitor and work with the management teams and shareholders of our portfolio companies to navigate the significant market, operational and
economic challenges created by the COVID-19 pandemic. The Companys investment portfolio continues to be focused on a diversified mix of industries and sectors that are generally expected to be more
durable than industries or sectors that are more prone to economic cycles including consumer or retail industries. We believe our portfolio companies have taken immediate actions to effectively and efficiently respond to the challenges posed by COVID-19 and related orders imposed by state and local governments including paused or reversed reopening orders, including developing liquidity plans supported by internal cash reserves, shareholder supports, and
as appropriate accessing the government Paycheck Protection Program. We believe we have sufficient levels of liquidity to support our existing portfolio companies, as necessary, and selectively deploy capital in new investment
opportunities.
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ITEM 2. MANAGEMENTS 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, our future operating results, our business prospects and the prospects of our portfolio companies, actual and potential conflicts of interest with Gladstone Management Corporation (the
Adviser), our adviser, and its affiliates, the use of borrowed money to finance our investments, the adequacy of our financing sources and working capital, and our ability to co-invest, among other
factors. In some cases, you can identify forward-looking statements by terminology such as estimate, may, might, believe, will, provided, anticipate,
future, could, growth, plan, project, intend, expect, should, would, if, seek, possible,
potential, likely or the negative or variations 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: (1) changes in
the economy and the capital markets, including stock price volatility; (2) risks associated with negotiation and consummation of pending and future transactions; (3) the loss of one or more of our executive officers, in particular David
Gladstone, Terry Lee Brubaker or Robert L. Marcotte; (4) changes in our investment objectives and strategy; (5) availability, terms (including the possibility of interest rate volatility) and deployment of capital; (6) changes in our
industry, interest rates, exchange rates or the general economy; (7) our business prospects and the prospects of our portfolio companies; (8) the degree and nature of our competition; (9) changes in governmental regulation, tax rates
and similar matters; (10) our ability to exit investments in a timely manner; (11) our ability to maintain our qualification as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as
amended (the Code), and as business development company (BDC) under the Investment Company Act of 1940, as amended (the 1940 Act); (12) those factors described herein, including Item 1A. Risk Factors,
and in the Risk Factors sections of our Annual Report on Form 10-K (our Annual Report) for the fiscal year ended September 30, 2019, filed with the U.S. Securities and Exchange
Commission (SEC) on November 13, 2019 and amended on December 16, 2019 as well as in Item 1A. Risk Factors in Part II of our Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2020, as filed with the SEC on May 4, 2020 and (13) the impact of COVID-19 on the economy, our portfolio companies and the capital markets, including the measures taken
by governmental authorities to address it, which may precipitate or exacerbate other risks and/or uncertainties. Additionally, many of the risks and uncertainties listed above, among others, are currently elevated by and may or will continue to be
elevated by the COVID-19 pandemic. We caution readers not to place undue reliance on any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking
statements and future results could differ materially from historical performance. We have based forward-looking statements on information available to us on the date of this report. Except as required by the federal securities laws, 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 Quarterly Report on Form 10-Q. Although we
undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports
that we have filed or in the future may file with the SEC from time to time, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K. The forward-looking statements contained in this Quarterly Report on Form 10-Q are excluded from the safe harbor protection provided by the Private Securities
Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended.
The following analysis of our financial condition
and results of operations should be read in conjunction with our accompanying Consolidated Financial Statements and the notes thereto contained elsewhere in this Quarterly Report on Form
10-Q and in our Annual Report. Historical financial condition and results of operations and percentage relationships among any amounts in the financial statements are not necessarily indicative of financial
condition or results of operations for any future periods. Except per share amounts, dollar amounts in the tables included herein are in thousands unless otherwise indicated.
OVERVIEW
General
We were incorporated under the Maryland General Corporation Law on May 30, 2001. We operate as an externally managed, closed-end, non-diversified management investment company, and have elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we have
elected to be treated as a RIC under the Code. To continue to qualify as a RIC for federal income tax purposes and obtain favorable RIC tax treatment, we must meet certain requirements, including certain minimum distribution requirements.
We were established for the purpose of investing in debt and equity securities of established private businesses operating in the U.S. Our investment
objectives are to: (1) achieve and grow current income by investing in debt securities of established lower middle market businesses that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest
payments on our outstanding indebtedness and make distributions to stockholders that grow over time; and (2) provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities of
established businesses that we believe can grow over time to permit us to sell our equity investments for capital gains. To achieve our investment objectives, our investment strategy is to
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invest in several categories of debt and equity securities, with each investment generally ranging from $8 million to $30 million, although investment size may vary, depending upon our
total assets or available capital at the time of investment. We expect that our investment portfolio over time will consist of approximately 90.0% debt investments and 10.0% equity investments, at cost. As of June 30, 2020, our investment
portfolio was made up of approximately 91.2% debt investments and 8.8% equity investments, at cost.
We focus on investing in lower middle market
companies (which we generally define as companies with annual earnings before interest, taxes, depreciation and amortization of $3 million to $15 million) in the U.S. that meet certain criteria, including the following: the sustainability of
the business free cash flow and its ability to grow it over time, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, reasonable capitalization of the borrower, including an
ample equity contribution or cushion based on prevailing enterprise valuation multiples and, to a lesser extent, the potential to realize appreciation and gain liquidity in our equity position, if any. We lend to borrowers that need funds for growth
capital or to finance acquisitions or recapitalize or refinance their existing debt facilities. We seek to avoid investing in high-risk, early-stage enterprises. Our targeted portfolio companies are generally considered too small for the larger
capital marketplace.
We invest by ourselves or jointly with other funds and/or management of the portfolio company, depending on the opportunity. In July
2012, the SEC granted us an exemptive order (the Co-Investment Order) that expanded our ability to co-invest, under certain circumstances, with certain of
our affiliates, including Gladstone Investment Corporation, a BDC also managed by the Adviser, and any future BDC or closed-end management investment company that is advised (or
sub-advised if it controls the fund) by the Adviser, or any combination of the foregoing, subject to the conditions in the Co-Investment Order. Since 2012, we have
opportunistically made several co-investments with Gladstone Investment Corporation pursuant to the Co-Investment Order. We believe the
Co-Investment Order has enhanced and will continue to enhance our ability to further our investment objectives and strategies. If we are participating in an investment with one or more co-investors, our investment is likely to be smaller than if we were investing alone.
We are externally managed by the
Adviser, an investment adviser registered with the SEC and an affiliate of ours, pursuant to an investment advisory and management agreement. The Adviser manages our investment activities. We have also entered into an administration agreement with
Gladstone Administration, LLC (the Administrator), an affiliate of ours and the Adviser, whereby we pay separately for administrative services.
Additionally, Gladstone Securities, LLC (Gladstone Securities), a privately-held broker-dealer registered with the Financial Industry Regulatory
Authority and insured by the Securities Investor Protection Corporation, which is 100% indirectly owned and controlled by Mr. Gladstone, our chairman and chief executive officer, has provided other services, such as investment banking and due
diligence services, to certain of our portfolio companies, for which Gladstone Securities receives a fee.
Business
Portfolio and Investment Activity
In general, our
investments in debt securities have a term of no more than seven years, accrue interest at variable rates (generally based on the 30-day London Interbank Offered Rate (LIBOR)) and, to a lesser
extent, at fixed rates. We seek debt instruments that pay interest monthly or, at a minimum, quarterly, may have a success fee or deferred interest provision and are primarily interest only, with all principal and any accrued but unpaid interest due
at maturity. Generally, success fees accrue at a set rate and are contractually due upon a change of control of a portfolio company, typically from an exit or sale. Some debt securities have deferred interest whereby some portion of the interest
payment is 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 (PIK) interest.
Typically, our equity
investments consist of common stock, preferred stock, limited liability company interests, or warrants to purchase the foregoing. Often, these equity investments occur in connection with our original investment, recapitalizing a business, or
refinancing existing debt.
During the nine months ended June 30, 2020, we invested $110.5 million in five new portfolio companies and extended
$17.5 million in investments to existing portfolio companies. In addition, during the nine months ended June 30, 2020, we exited ten portfolio companies through early payoffs or a restructure. We received a total of $56.1 million in
combined net proceeds and principal repayments from the aforementioned portfolio company exits as well as principal repayments by existing portfolio companies during the nine months ended June 30, 2020. This activity resulted in a net decrease
in our overall portfolio by five portfolio companies to 48 and a net increase of $66.1 million in our portfolio at cost since September 30, 2019. From our initial public offering in August 2001 through June 30, 2020, we have made 549
different loans to, or investments in, 245 companies for a total of approximately $2.0 billion, before giving effect to principal repayments on investments and divestitures.
During the nine months ended June 30, 2020, the following significant transactions occurred:
Proprietary Investments
In October 2019, we invested $14.0 million in Universal Survey Center, Inc. through secured first lien debt.
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In December 2019, we invested $24.0 million in Café Zupas through secured first lien debt.
In January 2020, we invested an additional $5.5 million in Lignetics, Inc., an existing portfolio company,
through a combination of secured second lien debt and preferred equity.
In January 2020, we sold our investment in The Mochi Ice Cream Company (Mochi), which resulted in a
realized gain of approximately $2.5 million. In connection with the sale, we received net cash proceeds of approximately $9.7 million, including the repayment of our debt investment of $6.8 million at par.
In January 2020, we exited our investment in Meridian Rack & Pinion, Inc. (Meridian), with a
fair value of $0 as of December 31, 2019 and recorded a realized loss of $5.6 million.
In February 2020, we invested $19.0 million in American Trailer Rental Group LLC through a combination of
secured second lien debt and common equity.
In March 2020, our investments in XMedius America, Inc. and XMedius Solutions Inc. paid off at par for combined
net proceeds of $14.9 million.
In May 2020, we invested $30.0 million in Magpul Industries Corp. through secured second lien debt.
In May 2020, we invested $23.5 million in ALS Education, LLC through secured first lien debt.
In May 2020, we sold our investment in Travel Sentry, Inc. for net proceeds of $6.1 million, which resulted
in a $0.1 million realized loss.
In May 2020, our debt investment in Canopy Safety Brands, LLC paid off at par for net proceeds of
$3.8 million.
Syndicated Investments
In October 2019, we invested an additional $3.0 million in Medical Solutions Holdings, Inc., an existing
portfolio company, through secured second lien debt.
In October 2019, our investment in DigiCert Holdings, Inc. paid off at par for net proceeds of $2.4 million.
In December 2019, our investment in LDiscovery, LLC paid off at par for net proceeds of $5.0 million.
In December 2019, our investment in United PF Holdings, LLC paid off at par for net proceeds of
$3.1 million. In conjunction with the payoff, we received a prepayment fee of $0.1 million.
In December 2019, we recorded a net realized loss of $4.4 million related to our investment in New Trident
Holdcorp, Inc. (New Trident) which filed for bankruptcy protection in February 2019.
In June 2020, our investment in DiscoverOrg, LLC paid off at par for net proceeds of $3.3 million. In
conjunction with the payoff, we received a prepayment fee of $33 thousand.
Capital Raising
We have been able to meet our capital needs through extensions of and increases to our line of credit under the Fifth Amended and Restated Credit Agreement
with KeyBank National Association (KeyBank), as administrative agent, lead arranger and lender (as amended, our Credit Facility) and by accessing the capital markets in the form of public equity offerings of common and
preferred stock and public debt offerings. We have successfully extended the Credit Facilitys revolving period multiple times, most recently to July 2021, and currently have a total commitment amount of $180.0 million. We sold 846,716 and
1,402,438 common shares under our at-the-market program during the nine months ended June 30, 2020 and 2019, respectively. In October 2019, we completed a public
debt offering of $38.8 million aggregate principal amount of our 5.375% Notes due 2024 (the 2024 Notes), inclusive of the overallotment. Additionally, we completed a public debt offering of $57.5 million aggregate principal
amount of our 6.125% Notes due 2023 (the 2023 Notes), inclusive of the overallotment in November 2018. Refer to Liquidity and Capital Resources Revolving Credit Facility, Liquidity and Capital Resources
Equity Common Stock, and Liquidity and Capital Resources Notes Payable for further discussion.
Although
we were able to access the capital markets historically and in recent years, market conditions, including the impact of COVID-19, may continue to affect the trading price of our capital stock and thus may
inhibit our ability to finance new investments through the issuance of equity. When our common stock trades below net asset value (NAV) per common share, as it has done periodically since March 2020, our ability to issue equity is
constrained by provisions of the 1940 Act, which generally prohibits the issuance and sale of our common stock below NAV per common share without first obtaining approval from our stockholders and our independent directors, other than through sales
to our then-existing stockholders pursuant to a rights offering.
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On June 30, 2020, the closing market price of our common stock was $7.31 per share, a 0.6% premium to
our June 30, 2020 NAV per share of $7.27.
Regulatory Compliance
Our ability to seek external debt financing, to the extent that it is available under current market conditions, is further subject to the asset coverage
limitations of the 1940 Act, which require us to have an asset coverage (as defined in Sections 18 and 61 of the 1940 Act) of at least 150% on our senior securities representing indebtedness and our senior securities that are
stock.
On April 10, 2018, our Board of Directors, including a required majority (as such term is defined in Section 57(o) of
the 1940 Act) thereof, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the Companys asset coverage requirements for senior securities changed from 200% to 150%, effective
April 10, 2019.
As of June 30, 2020, our asset coverage on our senior securities representing indebtedness was 196.8%.
Recent Developments
Portfolio Activity
In July 2020, our investment in Universal Survey Center, Inc. paid off at par for net proceeds of $14.1 million. In conjunction with the
payoff, we received a prepayment fee of $0.3 million.
In July 2020, we sold $6.0 million of our debt investment in Lignetics, Inc.
Distributions and Dividends
In July 2020, our
Board of Directors declared the following monthly distributions to common stockholders:
Record Date
Payment Date
Distribution per
Common Share
July 24, 2020
July 31, 2020
$
0.065
August 24, 2020
August 31, 2020
0.065
September 23, 2020
September 30, 2020
0.065
Total for the Quarter:
$
0.195
LIBOR Transition
In general, our investments in debt securities have a term of five years, accrue interest at variable rates (based on the
30-day LIBOR) and, to a lesser extent, at fixed rates. LIBOR is currently anticipated to be phased out during late 2021. LIBOR may transition to a new standard rate, the Secured Overnight Financing Rate
(SOFR), which will incorporate certain overnight repo market data collected from multiple data sets. To attain an equivalent 30-day rate, we currently intend to adjust the SOFR to minimize the
difference between the interest that a borrower would be paying using LIBOR versus what it will be paying using SOFR. We are currently monitoring the transition and cannot assure you whether SOFR will become a standard rate for variable rate
debt. However, we expect we will need to renegotiate certain loan documents with our portfolio companies that utilize LIBOR as a factor in determining the interest rate to replace LIBOR with the new standard that is established and may also
need to renegotiate certain provisions of the Credit Facility. Assuming that SOFR replaces LIBOR and is appropriately adjusted to equate to 30-day LIBOR, we expect that there should be minimal impact on our
operations.
COVID-19
We continue to monitor and work with the management teams and shareholders of our portfolio companies to navigate the significant market, operational and
economic challenges created by the COVID-19 pandemic. The Companys investment portfolio continues to be focused on a diversified mix of industries and sectors that are generally expected to be more
durable than industries or sectors that are more prone to economic cycles including consumer or retail industries. We believe our portfolio companies have taken immediate actions to effectively and efficiently respond to the challenges posed by COVID-19 and related orders imposed by state and local governments including paused or reversed reopening orders, including developing liquidity plans supported by internal cash reserves, shareholder supports, and
as appropriate accessing the government Paycheck Protection Program. We believe we have sufficient levels of liquidity to support our existing portfolio companies, as necessary, and selectively deploy capital in new investment opportunities.
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RESULTS OF OPERATIONS
Comparison of the Three Months Ended June 30, 2020, to the Three Months Ended June 30, 2019
Three Months Ended June 30,
2020
2019
$ Change
% Change
INVESTMENT INCOME
Interest income
$
11,628
$
11,162
$
466
4.2
%
Success fee, dividend, and other income
101
1,724
(1,623
)
(94.1
)
Total investment income
11,729
12,886
(1,157
)
(9.0
)
EXPENSES
Base management fee
1,881
1,772
109
6.2
Loan servicing fee
1,463
1,267
196
15.5
Incentive fee
1,275
1,543
(268
)
(17.4
)
Administration fee
349
288
61
21.2
Interest expense on borrowings and notes payable
2,472
2,088
384
18.4
Dividend expense on mandatorily redeemable preferred stock
776
(776
)
(100.0
)
Amortization of deferred financing costs
375
344
31
9.0
Other expenses
499
512
(13
)
(2.5
)
Expenses, before credits from Adviser
8,314
8,590
(276
)
(3.2
)
Credit to base management fee loan servicing fee
(1,463
)
(1,267
)
(196
)
15.5
Credits to fees from Adviser - other
(1,205
)
(650
)
(555
)
85.4
Total expenses, net of credits
5,646
6,673
(1,027
)
(15.4
)
NET INVESTMENT INCOME
6,083
6,213
(130
)
(2.1
)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments and other
(107
)
(807
)
700
(86.7
)
Net unrealized appreciation (depreciation) of investments
8,981
3,623
5,358
147.9
Net unrealized appreciation of other
(173
)
173
NM
Net gain (loss) from investments and other
8,874
2,643
6,231
235.8
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$
14,957
$
8,856
$
6,101
68.9
%
NM = Not Meaningful
Investment Income
Interest income increased by
4.2% for the three months ended June 30, 2020, as compared to the prior year period. The increase was due primarily to an increase in the weighted average principal balance of our interest-bearing portfolio, partially offset by a decrease in
the weighted average yield on our interest-bearing portfolio. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 10.9% for the three months
ended June 30, 2020, compared to 11.8% for the three months ended June 30, 2019, inclusive of any allowances on interest receivables made during those periods. The decrease was driven mainly by a decrease in LIBOR over the two respective
periods. The weighted average principal balance of our interest-bearing investment portfolio for the three months ended June 30, 2020, was $429.0 million, compared to $379.9 million for the three months ended June 30, 2019, an
increase of $49.1 million, or 12.9%.
As of June 30, 2020, loans to one portfolio company, B+T Group Acquisition Inc. (B+T), were on
non-accrual status, with an aggregate debt cost basis of approximately $7.2 million, or 1.6% of the cost basis of all debt investments in our portfolio. As of June 30, 2019, two portfolio companies,
Meridian and New Trident, were on non-accrual status with an aggregate debt cost basis of approximately $8.5 million, or 2.2% of the cost basis of all debt investments in our portfolio.
Other income decreased by 94.1% during the three months ended June 30, 2020, as compared to the prior year period primarily due to prepayment fees and
success fees received in the prior year period with no such amounts in the current year.
As of June 30, 2020 and September 30, 2019, no single
investment represented greater than 10% of the total investment portfolio at fair value.
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Expenses
Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, decreased
$1.0 million, or 15.4%, for the three months ended June 30, 2020 as compared to the prior year period. This decrease was primarily due to a $0.8 million decrease in preferred dividend expense due to the redemption of our Series 2024
Term Preferred Stock in October 2019 and a $0.6 million increase in credits to fees from the Adviser, partially offset by a $0.4 million increase in interest expense on borrowings and notes payable.
Interest expense increased by 18.4% during the three months ended June 30, 2020, as compared to the prior year period, due primarily to the issuance of
$38.8 million aggregate principal amount of the 2024 Notes in October 2019. We incurred $0.5 million in interest expense related to the 2024 Notes issuance during the three months ended June 30, 2020 versus no such amounts in the
prior year period.
The weighted average balance outstanding on our Credit Facility during the three months ended June 30, 2020 was
$117.1 million, as compared to $69.1 million in the prior year period, an increase of 69.5%. The effective interest rate on our Credit Facility, including unused commitment fees incurred but excluding the impact of deferred financing
costs, was 3.7% during the three months ended June 30, 2020, compared to 7.0% during the prior year period. The decrease in the effective interest rate was driven primarily by a decrease in LIBOR and a decrease in unused commitment fees as
compared to the prior year period. Interest expense on our Credit Facility decreased by $0.1 million period over period as the decrease in the effective interest rate more than offset the increase in the weighted average balance outstanding on
our Credit Facility.
The net base management fee earned by the Adviser decreased by $59 thousand, or 5.0%, during the three months ended
June 30, 2020, as compared to the prior year period, resulting from an increase in credits from the Adviser period over period.
The income-based
incentive fee decreased by $0.3 million, or 17.4%, for the three months ended June 30, 2020, as compared to the prior year period, due to lower pre-incentive fee net investment income over the
respective periods. Our Board of Directors accepted non-contractual, unconditional and irrevocable credits from the Adviser of $0.4 million and $51 thousand, to reduce the income-based incentive fee
to the extent net investment income did not cover 100.0% of our distributions to common stockholders during the three months ended June 30, 2020 and 2019, respectively.
The base management, loan servicing and incentive fees, and associated non-contractual, unconditional and irrevocable
credits, are computed quarterly, as described under Transactions with the Adviser in Note 4 Related Party Transactions of the Notes to Consolidated Financial Statements and are summarized in the following
table:
Three Months Ended
June 30,
2020
2019
Average total assets subject to base management
fee (A)
$
429,943
$
405,029
Multiplied by prorated annual base management fee of 1.75%
0.4375
%
0.4375
%
Base management fee (B)
$
1,881
$
1,772
Portfolio company fee credit
(675
)
(484
)
Syndicated loan fee credit
(92
)
(115
)
Net Base Management Fee
$
1,114
$
1,173
Loan servicing fee (B)
1,463
1,267
Credit to base management fee - loan servicing
fee (B)
(1,463
)
(1,267
)
Net Loan Servicing Fee
$
$
Incentive fee (B)
1,275
1,543
Incentive fee credit
(438
)
(51
)
Net Incentive Fee
$
837
$
1,492
Portfolio company fee credit
(675
)
(484
)
Syndicated loan fee credit
(92
)
(115
)
Incentive fee credit
(438
)
(51
)
Credits to Fees From Adviser -
other (B)
$
(1,205
)
$
(650
)
(A)
Average total assets subject to the base management fee is defined as total assets, including investments made
with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during
the periods.
(B)
Reflected, on a gross basis, as a line item on our Consolidated Statements of Operations .
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Net Realized and Unrealized Gain (Loss)
Net Realized Gain (Loss) on Investments
For the three
months ended June 30, 2020, we recorded a net realized loss on investments of $0.1 million, which resulted primarily from the sale of our investment in Travel Sentry, Inc. in May 2020 for a $0.1 million realized loss.
For the three months ended June 30, 2019, we recorded a net realized loss on investments of $0.8 million, which resulted primarily from the loss
recognized on our investment in FedCap Partners, LLC in May 2019.
Net Unrealized Appreciation (Depreciation) of Investments
During the three months ended June 30, 2020, we recorded net unrealized appreciation of investments in the aggregate amount of $9.0 million. The net
realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2020 were as follows:
Three Months Ended June 30, 2020
Portfolio Company
Realized Gain
(Loss)
Unrealized
Appreciation
(Depreciation)
Reversal of
Unrealized
(Appreciation)
Depreciation
Net
Gain (Loss)
Lignetics, Inc.
$
$
1,960
$
$
1,960
Targus Cayman HoldCo, Ltd.
1,671
1,671
Edge Adhesives Holdings, Inc.
1,133
1,133
EL Academies, Inc.
1,025
1,025
Drive Chassis Holdco, LLC
818
818
Vertellus Holdings LLC
750
750
Medical Solutions Holdings, Inc.
596
596
8th Avenue Food & Provisions, Inc.
480
480
Travel Sentry, Inc.
(92
)
534
442
R2i Holdings, LLC
425
425
Antenna Research Associates, Inc.
391
391
DiscoverOrg, LLC
336
336
Universal Survey Center, Inc.
315
315
AG Transportation Holdings, LLC
311
311
GFRC Holdings, LLC
296
296
Phoenix Aromas & Essential Oils, LLC
286
286
Café Zupas
259
259
Vision Government Solutions, Inc.
233
233
Arc Drilling Holdings LLC
221
221
Keystone Acquisition Corp.
198
198
Prophet Brand Strategy
195
195
Total Safety Holdings, LLC
162
162
Vacation Rental Pros Property Management, LLC
146
146
Tailwind Smith Cooper Intermediate Corporation
146
146
LWO Acquisitions Company LLC
(347
)
(347
)
Sea Link International IRB, Inc.
(353
)
(353
)
NetFortris Corp.
(356
)
(356
)
Leeds Novamark Capital I, L.P.
(388
)
(388
)
Defiance Integrated Technologies, Inc.
(571
)
(571
)
Imperative Holdings Corporation
(719
)
(719
)
ENET Holdings, LLC
(1,325
)
(1,325
)
Other, net (<$250)
(15
)
31
122
138
Total:
$
(107
)
$
7,989
$
992
$
8,874
In March 2020, the U.S. loan market exhibited a heightened level of volatility and wider credit spreads associated with the
uncertainty and potentially adverse economic ramifications of the rapid spread of COVID-19 which contributed to net unrealized depreciation of investments of $31.4 million for the three months ended
March 31, 2020. Through June 2020, credit spreads have tightened in the U.S. loan markets. The decrease in market spreads for comparable loan investments was the primary driver of the net unrealized appreciation of investments of
$9.0 million for the three months ended June 30, 2020. The increase in comparable multiples used to estimate the fair value of several of our portfolio companies also impacted the total net unrealized appreciation, partially offset by
decreased performance in certain of our portfolio companies. In part, the performance of certain of our portfolio companies was driven by the impact COVID-19 has had or is expected to have on our portfolio
companies and the markets in which they operate.
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Table of Contents
During the three months ended June 30, 2019, we recorded net unrealized appreciation of investments in
the aggregate amount of $3.6 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2019, were as follows:
Three Months Ended June 30, 2019
Portfolio Company
Realized Gain
(Loss)
Unrealized
Appreciation
(Depreciation)
Reversal of
Unrealized
(Appreciation)
Depreciation
Net
Gain (Loss)
Alloy Die Casting Co.
$
$
3,782
$
$
3,782
Arc Drilling Holdings LLC
853
853
Defiance Integrated Technologies, Inc.
697
697
LDiscovery, LLC
670
670
Leeds Novamark Capital I, L.P.
417
417
The Mochi Ice Cream Company
407
407
Vision Government Solutions, Inc.
380
380
GFRC Holdings, LLC
372
372
FedCap Partners, LLC
(814
)
833
19
AG Transportation Holdings, LLC
(272
)
(272
)
Imperative Holdings Corporation
(278
)
(278
)
NetFortris Corp.
(355
)
(355
)
Antenna Research Associates, Inc.
(366
)
(366
)
Meridian Rack & Pinion, Inc.
(414
)
(414
)
IA Tech, LLC
(450
)
(450
)
LWO Acquisitions Company LLC
(985
)
(985
)
Lignetics, Inc.
(1,475
)
(1,475
)
Other, net (<$250)
7
(157
)
(36
)
(186
)
Total:
$
(807
)
$
3,276
$
347
$
2,816
The primary driver of net unrealized appreciation of $3.6 million for the three months ended June 30, 2019 was the
improvement in the financial and operational performance of several portfolio companies, which most notably resulted in unrealized appreciation of Alloy Die Casting Co. of $3.8 million, partially offset by the decline in the financial and
operational performance of certain of our other portfolio companies.
Net Unrealized (Appreciation) Depreciation of Other
During the three months ended June 30, 2019, we recorded $0.2 million of unrealized appreciation on our Credit Facility at fair value. No such
amounts were recorded during the three months ended June 30, 2020.
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Table of Contents
Comparison of the Nine Months Ended June 30, 2020, to the Nine Months Ended June 30, 2019
For the Nine Months Ended June 30,
2020
2019
$ Change
%
Change
INVESTMENT INCOME
Interest income
$
34,086
$
33,950
$
136
0.4
%
Success fee, dividend, and other income
1,294
3,367
(2,073
)
(61.6
)
Total investment income
35,380
37,317
(1,937
)
(5.2
)
EXPENSES
Base management fee
5,573
5,424
149
2.7
Loan servicing fee
4,309
3,762
547
14.5
Incentive fee
3,896
4,286
(390
)
(9.1
)
Administration fee
1,078
959
119
12.4
Interest expense on borrowings and notes payable
7,591
6,071
1,520
25.0
Dividend expense on mandatorily redeemable preferred stock
9
2,328
(2,319
)
(99.6
)
Amortization of deferred financing costs
1,099
985
114
11.6
Other expenses
1,610
1,592
18
1.1
Expenses, before credits from Adviser
25,165
25,407
(242
)
(1.0
)
Credits to base management fee loan servicing fee
(4,309
)
(3,762
)
(547
)
14.5
Credits to fees from Adviser other
(4,523
)
(2,544
)
(1,979
)
77.8
Total expenses, net of credits
16,333
19,101
(2,768
)
(14.5
)
NET INVESTMENT INCOME
19,047
18,216
831
4.6
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments and other
(9,018
)
(25,368
)
16,350
(64.5
)
Net unrealized appreciation (depreciation) of investments
(22,316
)
21,803
(44,119
)
NM
Net unrealized appreciation of other
167
(173
)
340
NM
Net gain (loss) from investments and other
(31,167
)
(3,738
)
(27,429
)
733.8
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$
(12,120
)
$
14,478
$
(26,598
)
NM
NM = Not Meaningful
Investment Income
Interest income increased by
0.4% for the nine months ended June 30, 2020, as compared to the prior year period. The increase was due primarily to an increase in the weighted average principal balance of our interest-bearing portfolio, partially offset by a decrease in the
weighted average yield on our interest-bearing portfolio. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which decreased to 11.1% for the nine months ended
June 30, 2020, compared to 12.0% for the nine months ended June 30, 2019, inclusive of any allowances on interest receivables made during those periods. The decrease was driven mainly by a decrease in LIBOR over the two respective periods.
The weighted average principal balance of our interest-bearing investment portfolio for the nine months ended June 30, 2020 was $411.5 million, compared to $377.0 million for the nine months ended June 30, 2019, an increase of
$34.5 million, or 9.2%.
As of June 30, 2020, loans to one portfolio company, B+T, were on non-accrual
status, with an aggregate debt cost basis of approximately $7.2 million, or 1.6% of the cost basis of all debt investments in our portfolio. As of June 30, 2019, two portfolio companies, Meridian and New Trident, were on non-accrual status with an aggregate debt cost basis of approximately $8.5 million, or 2.2% of the cost basis of all debt investments in our portfolio.
Other income decreased by 61.6% during the nine months ended June 30, 2020, as compared to the prior year period primarily due to decreases in prepayment
fees and success fees received period over period.
As of June 30, 2020 and September 30, 2019, no single investment represented greater than
10% of the total investment portfolio at fair value.
Expenses
Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, decreased
$2.8 million, or 14.5%, for the nine months ended June 30, 2020 as compared to the prior year period. This decrease was primarily due to a $2.3 million decrease in preferred dividend expense due to the redemption of our Series 2024
Term Preferred Stock in October 2019 and a $2.0 million increase in credits to fees from the Adviser, partially offset by a $1.5 million increase in interest expense on borrowings and notes payable.
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Interest expense increased by 25.0% during the nine months ended June 30, 2020, as compared to the
prior year period, due primarily to the issuance of $57.5 million aggregate principal amount of the 2023 Notes in November 2018 and the issuance of $38.8 million aggregate principal amount of the 2024 Notes in October 2019, partially
offset by a decrease in interest expense on our Credit Facility. We incurred $4.2 million in interest expense related to the 2023 Notes and 2024 Notes during the nine months ended June 30, 2020 versus $2.3 million in the prior year
period. The weighted average balance outstanding on our Credit Facility during the nine months ended June 30, 2020 was $98.2 million, as compared to $77.2 million in the prior year period, an increase of 27.2%. The effective interest
rate on our Credit Facility, including unused commitment fees incurred but excluding the impact of deferred financing costs, was 4.7% during the nine months ended June 30, 2020, compared to 6.5% during the prior year period. The decrease in the
effective interest rate was driven primarily by a decrease in LIBOR and a decrease in unused commitment fees as compared to the prior year period. Interest expense on our Credit Facility decreased by $0.3 million period over period as the
decrease in the effective interest rate more than offset the increase in the weighted average balance outstanding on our Credit Facility.
The net base
management fee earned by the Adviser increased by $4 thousand, or 0.1%, during the nine months ended June 30, 2020, as compared to the prior year period, resulting from an increase in average total assets subject to the base management
fee.
The income-based incentive fee decreased by $0.4 million, or 9.1%, for the nine months ended June 30, 2020, as compared to the prior year
period, due to lower pre-incentive fee net investment income over the respective periods. Our Board of Directors accepted non-contractual, unconditional and irrevocable
credits from the Adviser of $2.9 million and $1.1 million, to reduce the income-based incentive fee to the extent net investment income did not cover 100.0% of our distributions to common stockholders during the nine months ended
June 30, 2020 and 2019, respectively.
The base management, loan servicing and incentive fees, and associated
non-contractual, unconditional and irrevocable credits, are computed quarterly, as described under Transactions with the Adviser in Note 4 Related Party Transactions of the
Notes to Consolidated Financial Statements and are summarized in the following table:
Nine Months Ended
June 30,
2020
2019
Average total assets subject to base management fee (A)
$
424,610
$
413,257
Multiplied by prorated annual base management fee of 1.75%
1.3125
%
1.3125
%
Base management fee (B)
$
5,573
$
5,424
Portfolio company fee credit
(1,290
)
(1,169
)
Syndicated loan fee credit
(314
)
(290
)
Net Base Management Fee
$
3,969
$
3,965
Loan servicing fee (B)
4,309
3,762
Credits to base management fee - loan servicing fee (B)
(4,309
)
(3,762
)
Net Loan Servicing Fee
$
$
Incentive fee (B)
3,896
4,286
Incentive fee credit
(2,919
)
(1,085
)
Net Incentive Fee
$
977
$
3,201
Portfolio company fee credit
(1,290
)
(1,169
)
Syndicated loan fee credit
(314
)
(290
)
Incentive fee credit
(2,919
)
(1,085
)
Credit to Fees From Adviser -
other (B)
$
(4,523
)
$
(2,544
)
(A)
Average total assets subject to the base management fee is defined as total assets, including investments made
with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during
the periods.
(B)
Reflected, on a gross basis, as a
line item on our accompanying Consolidated Statements of Operations .
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Net Realized and Unrealized Gain (Loss)
Net Realized Gain (Loss) on Investments
For the nine
months ended June 30, 2020, we recorded a net realized loss on investments of $7.6 million which resulted primarily from the sale of our investment in Meridian in January 2020 for a $5.6 million realized loss and the loss recognized
on our investment in New Trident of $4.4 million in December 2019, partially offset by a realized gain of $2.5 million from the sale of our investment in Mochi in January 2020.
For the nine months ended June 30, 2019, we recorded a net realized loss on investments of $25.4 million due primarily to the restructuring of our
investment in Francis Drilling Fluids, Ltd. in December 2018, which resulted in a $26.9 million realized loss, partially offset by the sale of our investment in United Flexible, Inc. in February 2019 for a $2.1 million realized gain.
Net Unrealized Appreciation (Depreciation) of Investments
During the nine months ended June 30, 2020, we recorded net unrealized depreciation of investments in the aggregate amount of $22.3 million. The net
realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2020, were as follows:
Nine Months Ended June 30, 2020
Portfolio Company
Realized Gain
(Loss)
Unrealized
Appreciation
(Depreciation)
Reversal of
Unrealized
Depreciation
(Appreciation)
Net Gain
(Loss)
The Mochi Ice Cream Company
$
2,533
$
1,541
$
(2,570
)
$
1,504
Lignetics, Inc.
1,086
1,086
Targus Cayman HoldCo, Ltd.
786
786
Vertellus Holdings LLC
489
489
Antenna Research Associates, Inc.
442
442
New Trident Holdcorp, Inc.
(4,409
)
4,409
DiscoverOrg, LLC
(348
)
336
(12
)
Travel Sentry, Inc.
(92
)
(525
)
534
(83
)
Meridian Rack & Pinion, Inc.
(5,589
)
(112
)
5,589
(112
)
Phoenix Aromas & Essential Oils, LLC
(141
)
(141
)
Canopy Safety Brands, LLC
(277
)
122
(155
)
Vision Government Solutions, Inc.
(186
)
(186
)
Belnick, Inc.
(225
)
(225
)
Precision International, LLC
(241
)
(241
)
Medical Solutions Holdings, Inc.
(339
)
(339
)
American Trailer Rental Group LLC
(344
)
(344
)
Gray Matter Systems, LLC
(388
)
(388
)
Drive Chassis Holdco, LLC
(394
)
(394
)
CHA Holdings, Inc.
(395
)
(395
)
Keystone Acquisition Corp.
(687
)
(687
)
Triple H Food Processors, LLC
(725
)
(725
)
Tailwind Smith Cooper Intermediate Corporation
(764
)
(764
)
B+T Group Acquisition Inc.
(768
)
(768
)
R2i Holdings, LLC
(998
)
(998
)
Vacation Rental Pros Property Management, LLC
(1,012
)
(1,012
)
DKI Ventures, LLC
(1,021
)
(1,021
)
Café Zupas
(1,039
)
(1,039
)
LWO Acquisitions Company LLC
(1,228
)
(1,228
)
Sea Link International IRB, Inc.
(1,709
)
(1,709
)
EL Academies, Inc.
(1,831
)
(1,831
)
NetFortris Corp.
(2,119
)
(2,119
)
Edge Adhesives Holdings, Inc.
(2,131
)
(2,131
)
FES Resources Holdings LLC
(3,236
)
(3,236
)
Defiance Integrated Technologies, Inc.
(3,480
)
(3,480
)
Imperative Holdings Corporation
(3,884
)
(3,884
)
ENET Holdings, LLC
(4,370
)
(4,370
)
Other, net (<$250)
(54
)
(34
)
(129
)
(217
)
Total:
$
(7,611
)
$
(30,607
)
$
8,291
$
(29,927
)
Since March 2020, the U.S. loan market has exhibited a heightened level of volatility and wider credit spreads associated with
the uncertainty and potentially adverse economic ramifications of the spread of COVID-19. The combination of the marked increase in market spreads for comparable loan investments and discounts applied to any
portfolio company whose markets, or operations have been impacted by the COVID-19 pandemic, were the primary drivers of net unrealized depreciation of investments of $22.3 million for the nine months
ended June 30, 2020. The decreased performance of certain of our portfolio companies, a decrease in comparable multiples used to estimate the fair value of several of our portfolio companies, and the reversal of previously recorded unrealized
appreciation of Mochi upon exit, partially offset by the reversal of previously recorded unrealized depreciation upon the exit of Meridian and New Trident also impacted the total net unrealized depreciation.
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During the nine months ended June 30, 2019, we recorded net unrealized appreciation of investments in
the aggregate amount of $21.8 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2019, were as follows:
Nine Months Ended June 30, 2019
Portfolio Company
Realized Gain
(Loss)
Unrealized
Appreciation
(Depreciation)
Reversal of
Unrealized
Depreciation
(Appreciation)
Net Gain
(Loss)
Alloy Die Casting Co.
$
$
7,419
$
$
7,419
Targus Cayman HoldCo, Ltd.
1,388
1,388
Vision Government Solutions, Inc.
1,218
1,218
Leeds Novamark Capital I, L.P.
1,052
1,052
The Mochi Ice Cream Company
964
964
GFRC Holdings, LLC
951
951
Defiance Integrated Technologies, Inc.
931
931
PIC 360, LLC
717
717
LDiscovery, LLC
559
559
Precision International, LLC
493
493
Vacation Rental Pros Property Management, LLC
344
344
Canopy Safety Brands, LLC
326
326
Lignetics, Inc.
321
321
AG Transportation Holdings, LLC
307
307
Impact! Chemical Technologies, Inc.
(619
)
647
28
FedCap Partners, LLC
(814
)
833
19
Belnick, Inc.
(200
)
(200
)
Imperative Holdings Corporation
(205
)
(205
)
United Flexible, Inc.
2,115
50
(2,387
)
(222
)
Travel Sentry, Inc.
(257
)
(257
)
R2i Holdings, LLC
(348
)
(348
)
EL Academies, Inc.
(439
)
(439
)
NetFortris Corp.
(449
)
(449
)
Antenna Research Associates, Inc.
(509
)
(509
)
Merlin International, Inc.
(600
)
(600
)
IA Tech, LLC
(450
)
(450
)
(900
)
Meridian Rack & Pinion, Inc.
(1,035
)
(1,035
)
Edge Adhesives Holdings, Inc.
(2,614
)
(2,614
)
LWO Acquisitions Company LLC
(6,207
)
(6,207
)
Francis Drilling Fluids, Ltd.
(26,872
)
20,379
(6,493
)
Other, net (<$250)
203
(174
)
(153
)
(124
)
Total:
$
(25,368
)
$
2,934
$
18,869
$
(3,565
)
The largest driver of our net unrealized appreciation of $21.8 million for the nine months ended June 30, 2019 was
the reversal of previously recorded unrealized depreciation upon the restructure of Francis Drilling Fluids, Ltd. This appreciation was partially offset by the decline in the financial and operational performance of LWO Acquisitions Company LLC.
Net Unrealized (Appreciation) Depreciation of Other
During the nine months ended June 30, 2020, we recorded $0.2 million of unrealized depreciation on our Credit Facility at fair value. During the nine
months ended June 30, 2019, we recorded $0.2 million of unrealized appreciation on our Credit Facility at fair value.
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LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
Our cash flows from operating
activities are primarily generated from the interest payments on debt securities that we receive from our portfolio companies, as well as net proceeds received through repayments or sales of our investments. We utilize this cash primarily to fund
new investments, make interest payments on our Credit Facility, make distributions to our stockholders, pay management and administrative fees to the Adviser and Administrator, and for other operating expenses.
Net cash used in operating activities for the nine months ended June 30, 2020 was $54.9 million, as compared to net cash used in operating
activities of $1.0 million for the nine months ended June 30, 2019. The change was primarily due to a decrease in principal repayments, partially offset by an increase in net unrealized depreciation on investments period over period.
Purchases of investments were $128.0 million during the nine months ended June 30, 2020, compared to $122.3 million during the nine months ended June 30, 2019. Repayments and net proceeds from sales were $56.1 million during
the nine months ended June 30, 2020 compared to $102.2 million during the nine months ended June 30, 2019.
As of June 30, 2020, we
had loans to, syndicated participations in or equity investments in 48 companies, with an aggregate cost basis of approximately $494.6 million. As of September 30, 2019, we had loans to, syndicated participations in or equity investments
in 53 companies, with an aggregate cost basis of approximately $428.5 million.
The following table summarizes our total portfolio investment
activity during the nine months ended June 30, 2020 and 2019:
Nine Months Ended
June 30,
2020
2019
Beginning investment portfolio, at fair value
$
402,875
$
390,046
New investments
110,500
111,168
Disbursements to existing portfolio companies
17,504
11,156
Scheduled principal repayments on investments
(4,784
)
(3,949
)
Unscheduled principal repayments on investments
(48,510
)
(94,640
)
Net proceeds from sale of investments
(2,826
)
(3,645
)
Net unrealized appreciation (depreciation) of investments
(30,607
)
2,934
Reversal of prior period depreciation (appreciation) of investments on realization
8,291
18,869
Net realized gain (loss) on investments
(7,622
)
(25,395
)
Increase in investments due to
PIK (A)
1,574
1,422
Net change in premiums, discounts and amortization
281
(407
)
Investment Portfolio, at Fair Value
$
446,676
$
407,559
(A)
PIK interest is a non-cash source of income and is calculated at the
contractual rate stated in a loan agreement and added to the principal balance of a loan.
The following table summarizes the
contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of June 30, 2020:
Amount
For the remaining three months ending September 30:
2020
$
7,457
For the fiscal years ending September 30:
2021
49,787
2022
89,691
2023
47,692
2024
65,039
Thereafter
192,227
Total contractual repayments
$
451,893
Adjustments to cost basis of debt investments
(757
)
Investments in equity securities
43,433
Investments held as of June 30, 2020 at cost:
$
494,569
Financing Activities
Net cash provided by financing activities for the nine months ended June 30, 2020 was $41.6 million, which consisted primarily of $66.6 million
in net borrowings on our Credit Facility and $38.8 million in gross proceeds from the issuance of long term debt, partially offset by $51.8 million used in the redemption of our Series 2024 Term Preferred Stock and $19.0 million in
distributions to common shareholders.
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Net cash used in financing activities for the nine months ended June 30, 2019 was $0.8 million,
which consisted primarily of $50.7 million in net repayments on our Credit Facility and $18.2 million in distributions to common shareholders, partially offset by $57.5 million in gross proceeds from the issuance of long term debt and
$12.9 million in proceeds from the issuance of common stock.
Distributions and Dividends to Stockholders
Common Stock Distributions
To qualify to be taxed
as a RIC and thus avoid corporate level federal income tax on the income we distribute to our stockholders, we are required to distribute to our stockholders on an annual basis at least 90.0% of our Investment Company Taxable Income. Additionally,
our Credit Facility has a covenant that generally restricts the amount of distributions to stockholders that we can pay out to be no greater than our aggregate net investment income, net capital gains and amounts elected to have been paid during the
prior year in accordance with Section 855(a) of the Code. In accordance with these requirements, we paid monthly cash distributions of $0.07 per common share for the months of October 2019 through March 2020 and paid monthly cash distributions
of $0.065 per common share for the months of April 2020 through June 2020. During the nine months ended June 30, 2019, we paid monthly cash distributions of $0.07 per common share for each month. These distributions totaled an aggregate of
$19.0 million and $18.2 million for the nine months ended June 30, 2020 and 2019, respectively. In July 2020, our Board of Directors declared a monthly distribution of $0.065 per common share for each of July, August, and September
2020. Our Board of Directors declared these distributions to our stockholders based on our estimates of our Investment Company Taxable Income for the fiscal year ending September 30, 2020. From inception through June 30, 2020, we have paid
209 monthly or quarterly consecutive distributions to common stockholders totaling approximately $364.2 million or $20.06 per share.
For the fiscal
year ended September 30, 2019, distributions declared and paid exceeded taxable income available for common distributions resulting in a partial return of capital of approximately $0.7 million.
The characterization of the common stockholder distributions declared and paid for the fiscal year ending September 30, 2020 will be determined at fiscal
year end based upon our investment company taxable income for the full fiscal year and distributions paid during the full fiscal year. Such a characterization made on a quarterly basis may not be representative of the actual full fiscal year
characterization.
Preferred Stock Dividends
On October 2, 2019, we voluntarily redeemed all 2,070,000 outstanding shares of our Series 2024 Term Preferred Stock at a redemption price of $25.00 per
share which represents the liquidation preference per share, plus accrued and unpaid dividends through October 1, 2019 in the amount of $0.004166 per share, for a payment per share of $25.004166 and an aggregate redemption price of
approximately $51.8 million.
In accordance with accounting principles generally accepted in the U.S. (GAAP), we treated these monthly
dividends as an operating expense. For federal income tax purposes, the dividends paid by us to preferred stockholders generally constituted ordinary income to the extent of our current and accumulated earnings and profits and is reported after the
end of the calendar year based on tax information for the full fiscal year. Such a characterization made on an interim, quarterly basis may not be representative of the actual tax characterization for the full fiscal year.
Dividend Reinvestment Plan
Our common
stockholders who hold their shares through our transfer agent, Computershare, Inc. (Computershare), have the option to participate in a dividend reinvestment plan offered by Computershare, as the plan agent. This is an opt in
dividend reinvestment plan, meaning that common stockholders may elect to have their cash distributions automatically reinvested in additional shares of our common stock. Common stockholders who do make such election will receive their distributions
in cash. Common stockholders who receive distributions in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. The common stockholder will have an
adjusted basis in the additional common shares purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day following the date on which the shares are
credited to the common stockholders account. Computershare purchases shares in the open market in connection with the obligations under the plan.
Equity
Registration Statement
Our shelf registration statement permits us to issue, through one or more transactions, up to an aggregate of $300.0 million in securities, consisting of
common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock, preferred stock or debt securities. As of June 30, 2020, we had the ability to issue up to an additional $235.2 million in
securities under the registration statement.
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Common Stock
In February 2019, we entered into an equity distribution agreement with Jefferies LLC (the Jefferies Sales Agreement) under which we have the
ability to issue and sell, from time to time, up to an aggregate offering price of $50.0 million shares of our common stock. During the nine months ended June 30, 2020, we sold 846,716 shares of our common stock under the Jefferies Sales
Agreement, at a weighted-average price of $10.39 per share and raised $8.8 million of gross proceeds. Net proceeds, after deducting commissions and offering costs borne by us, were approximately $8.6 million. As of June 30,
2020, we had a remaining capacity to sell up to an additional $24.0 million of our common stock under the Jefferies Sales Agreement.
We anticipate
issuing equity securities to obtain additional capital in the future. However, we cannot determine the timing or terms of any future equity issuances or whether we will be able to issue equity on terms favorable to us, or at all. To the extent that
our common stock trades at a market price below our NAV per share, we will generally be precluded from raising equity capital through public offerings of our common stock, other than pursuant to stockholder and independent director approval or a
rights offering to existing common stockholders.
On June 30, 2020, the closing market price of our common stock was $7.31 per share, a 0.6% premium
to our June 30, 2020 NAV per share of $7.27.
Revolving Credit Facility
On April 29, 2020, we, through Business Loan, entered into Amendment No. 6 to our Credit Facility with KeyBank, which extended the revolving period
end date by approximately six months to July 15, 2021, included certain LIBOR transition considerations and decreased the commitment amount from $190 million to $180 million. All principal and interest will continue to be due and
payable on April 15, 2022.
On July 10, 2019, we, through Business Loan, entered into Amendment No. 5 to our Credit Facility with KeyBank,
which (i) modified the covenants to reduce our minimum asset coverage with respect to senior securities representing indebtedness from 200% to 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by
Section 61 of the 1940 Act), (ii) amended the excess concentration limits definition to decrease the limit for non-first lien loans from 60% to 50% under certain circumstances and (iii) amended the
distributions covenant to allow a distribution to be applied towards the redemption of our Series 2024 Term Preferred Stock.
On March 9, 2018, we,
through Business Loan, entered into Amendment No. 4 to our Credit Facility with KeyBank, which increased the commitment amount from $170.0 million to $190.0 million, extended the revolving period end date by approximately two years to
January 15, 2021, decreased the marginal interest rate added to 30-day LIBOR from 3.25% to 2.85% per annum, and changed the unused commitment fee from 0.50% of the total unused commitment amount to 0.50%
when the average unused commitment amount for the reporting period is less than or equal to 50%, 0.75% when the average unused commitment amount for the reporting period is greater than 50% but less than or equal to 65%, and 1.00% when the average
unused commitment amount for the reporting period is greater than 65%. Subject to certain terms and conditions, our Credit Facility may be expanded up to a total of $265.0 million through additional commitments of new or existing lenders. We
incurred fees of approximately $1.2 million in connection with this amendment, which are being amortized through our Credit Facilitys revolving period end date of July 15, 2021.
Interest is payable monthly during the term of our Credit Facility. Available borrowings are subject to various constraints imposed under our Credit Facility,
based on the aggregate loan balance pledged by Business Loan, which varies as loans are added and repaid, regardless of whether such repayments are prepayments or made as contractually required. Our Credit Facility also requires that any interest or
principal payments on pledged loans be remitted directly by the borrower into a lockbox account with KeyBank and with The Bank of New York Mellon Trust Company, N.A. as custodian. KeyBank, which also serves as the trustee of the account, generally
remits the collected funds to us once a month.
Our Credit Facility contains covenants that require Business Loan to maintain its status as a separate
legal entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to our credit and collection policies without the lenders consents. Our Credit
Facility generally limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts elected to have been paid during the prior year in accordance with Section 855(a) of the
Code. Business Loan is also subject to certain limitations on the type of loan investments it can apply as collateral towards the borrowing base to receive additional borrowing availability under our Credit Facility, including restrictions on
geographic concentrations, sector concentrations, loan size, payment frequency and status, average life, portfolio company leverage and lien property. Our Credit Facility further requires Business Loan to comply with other financial and operational
covenants, which obligate Business Loan to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum number of 25 obligors required in the borrowing base.
Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include our mandatorily redeemable preferred stock)
of $205.0 million plus 50% of all equity and
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subordinated debt raised after May 1, 2015 less 50% of any equity and subordinated debt retired or redeemed after May 1, 2015, which equates to $268.1 million as of June 30,
2020, (ii) asset coverage with respect to senior securities representing indebtedness of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), and
(iii) our status as a BDC under the 1940 Act and as a RIC under the Code.
As of June 30, 2020, and as defined in our Credit Facility, we had a
net worth of $319.9 million, asset coverage on our senior securities representing indebtedness of 196.8% and an active status as a BDC and RIC. In addition, we had 31 obligors in our Credit Facilitys borrowing base as of
June 30, 2020. As of June 30, 2020, we were in compliance with all of our Credit Facility covenants. Refer to Note 5 Borrowings of the notes to our Consolidated Financial Statements included elsewhere in this Quarterly
Report for additional information regarding our Credit Facility.
Notes Payable
In October 2019, we completed a public debt offering of $38.8 million aggregate principal amount of 2024 Notes, inclusive of the overallotment option
exercised by the underwriters, for net proceeds of approximately $37.5 million after deducting underwriting discounts, commissions and offering expenses borne by us.
In November 2018, we completed a public debt offering of $57.5 million aggregate principal amount of 2023 Notes, inclusive of the overallotment option
exercised by the underwriters, for net proceeds of $55.4 million after deducting underwriting discounts, commissions and offering expenses borne by us.
The 2024 Notes and 2023 Notes are traded under the ticker symbols GLADL and GLADD on the Nasdaq Global Select Market, respectively.
The 2024 Notes and 2023 Notes will mature on November 1, 2024 and November 1, 2023, respectively, and may be redeemed in whole or in part at any time or from time to time at the Companys option on or after November 1, 2021 and
November 1, 2020, respectively. The 2024 Notes and 2023 Notes bear interest at a rate of 5.375% and 6.125% per year, respectively, payable quarterly on February 1, May 1, August 1, and November 1 of each year (which equates
to approximately $5.6 million per year). The 2024 Notes and 2023 Notes are recorded at the principal amount, less discounts and offering costs, on our Consolidated Statements of Assets and Liabilities .
The indenture relating to the 2024 Notes and 2023 Notes contains certain covenants, including (i) an inability to incur additional debt or issue
additional debt or preferred securities unless the Companys asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend or distribution
payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Companys asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or
purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, we will provide the holders of the 2024 Notes and 2023 Notes and the trustee with audited annual
consolidated financial statements and unaudited interim consolidated financial statements.
Off-Balance
Sheet Arrangements
We generally recognize success fee income when the payment has been received. As of June 30, 2020 and September 30,
2019, we had off-balance sheet success fee receivables on our accruing debt investments of $8.8 million and $6.2 million (or approximately $0.28 per common share and $0.21 per common share),
respectively, that would be owed to us, generally upon a change of control of the portfolio companies. Consistent with GAAP, we generally have not recognized our success fee receivables and related income in our Consolidated Financial Statements
until earned. Due to the contingent nature of our success fees, there are no guarantees that we will be able to collect all of these success fees or know the timing of such collections.
Contractual Obligations
We have lines of credit,
delayed draw term loans, and an uncalled capital commitment with certain of our portfolio companies that have not been fully drawn. Since these commitments have expiration dates and we expect many will never be fully drawn, the total commitment
amounts do not necessarily represent future cash requirements. We estimate the fair value of the combined unused lines of credit, the unused delayed draw term loans, and the uncalled capital commitment as of June 30, 2020 and September 30,
2019 to be immaterial.
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The following table shows our contractual obligations as of June 30, 2020, at cost:
Payments Due by Period
Contractual
Obligations (A)
Less than
1 Year
1-3 Years
3-5 Years
More than 5
Years
Total
Credit Facility (B)
$
$
133,500
$
$
$
133,500
Notes Payable
96,313
96,313
Interest expense on debt
obligations (C)
10,011
15,986
5,357
31,354
Total
$
10,011
$
149,486
$
101,670
$
$
261,167
(A)
Excludes our unused line of credit commitments, unused delayed draw term loans, and uncalled capital
commitments to our portfolio companies in an aggregate amount of $24.7 million, at cost, as of June 30, 2020.
(B)
Principal balance of borrowings outstanding under our Credit Facility, based on the maturity date following the
current contractual revolver period end date.
(C)
Includes estimated interest payments on our Credit Facility, 2024 Notes, and 2023 Notes. The amount of interest
expense calculated for purposes of this table was based upon rates and balances as of June 30, 2020.
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Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the
reported consolidated amounts of assets and liabilities, including 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 under different assumptions or conditions. We have identified our investment valuation policy (which has been approved by our Board of Directors) as our most critical accounting policy, which is described in Note 2
Summary of Significant Accounting Policies in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report. Additionally, refer to Note 3 Investments in our accompanying Notes
to Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding fair value measurements and our application of Financial Accounting Standards Board Accounting Standards Codification
Topic 820, Fair Value Measurements and Disclosures. We have also identified our revenue recognition policy as a critical accounting policy, which is described in Note 2 Summary of Significant Accounting Policies in
our accompanying Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report.
Investment Valuation
Credit Monitoring and Risk Rating
The 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 and, in some instances, used as inputs in our valuation techniques. Generally, we, through
the Adviser, participate in periodic board meetings of our portfolio companies in which we hold board seats and also require them to provide annual audited and monthly unaudited financial statements. Using these statements or comparable information
and board discussions, the Adviser calculates and evaluates certain credit statistics.
The Adviser risk rates all of our investments in debt securities.
The Adviser does not risk rate our equity securities. For syndicated loans that have been rated by an SEC registered Nationally Recognized Statistical Rating Organization (NRSRO), the Adviser generally uses the average of two corporate
level NRSROs risk ratings for such security. For all other debt securities, the Adviser uses a proprietary risk rating system. While the Adviser seeks to mirror the NRSRO systems, we cannot provide any assurance that the Advisers risk
rating system will provide the same risk rating as an NRSRO would for these securities. The Advisers risk rating system is used to estimate the probability of default on debt securities and the expected loss if there is a default. The
Advisers risk rating system uses a scale of 0 to >10, with >10 being the lowest probability of default. It is the Advisers understanding that most debt securities of medium-sized companies do
not exceed the grade of BBB on an NRSRO scale, so there would be no debt securities in the middle market that would meet the definition of AAA, AA or A. Therefore, the Advisers scale begins with the designation >10 as the best risk rating
which may be equivalent to a BBB from an NRSRO; however, no assurance can be given that a >10 on the Advisers scale is equal to a BBB or Baa2 on an NRSRO scale. The Advisers risk rating system covers both qualitative and quantitative
aspects of the business and the securities we hold.
The following table reflects risk ratings for all proprietary loans in our portfolio as of
June 30, 2020 and September 30, 2019, representing approximately 92.7% and 87.7%, respectively, of the principal balance of all debt investments in our portfolio at the end of each period:
Rating
As of
June 30,
2020
As of
September 30,
2019
Highest
10.0
10.0
Average
6.3
6.2
Weighted Average
6.6
6.4
Lowest
1.0
1.0
The following table reflects the risk ratings for all syndicated loans in our portfolio that were rated by an NRSRO as of
June 30, 2020 and September 30, 2019, representing approximately 5.4% and 9.1%, respectively, of the principal balance of all debt investments in our portfolio at the end of each period:
Rating
As of
June 30,
2020
As of
September 30,
2019
Highest
6.0
6.0
Average
4.8
4.5
Weighted Average
4.9
4.5
Lowest
3.0
3.0
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The following table reflects the risk ratings for all syndicated loans in our portfolio that were not rated
by an NRSRO as of June 30, 2020 and September 30, 2019, representing approximately 1.9% and 3.2%, respectively, of the principal balance of all debt investments in our portfolio at the end of each period:
Rating
As of
June 30,
2020
As of
September 30,
2019
Highest
5.0
5.0
Average
4.3
2.8
Weighted Average
4.4
3.1
Lowest
4.0
1.0
Tax Status
We
intend to continue to maintain our qualification as a RIC under Subchapter M of the Code for federal income tax purposes. As a RIC, we generally are not subject to federal income tax on the portion of our taxable income and gains distributed to our
stockholders. To maintain our qualification as a RIC, we must maintain our status as a BDC and meet certain source-of-income and asset diversification requirements. In
addition, in order to qualify to be taxed as a RIC, we must distribute to stockholders at least 90% of our Investment Company Taxable Income, determined without regard to the dividends paid deduction. Our policy generally is to make distributions to
our stockholders in an amount up to 100% of our Investment Company Taxable Income. We may retain some or all of our net long-term capital gains, if any, and designate them as deemed distributions, or distribute such gains to stockholders in cash.
In order to avoid a 4% federal excise tax on undistributed amounts of income, we must distribute to stockholders, during each calendar year, an amount at
least equal to the sum of: (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on
October 31 of the calendar year, and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years. Under the RIC
Modernization Act, we are permitted to carryforward any capital losses that we may incur for an unlimited period, and such capital loss carryforwards will retain their character as either short-term or long-term capital losses.
Recent Accounting Pronouncements
Refer to Note
2 Summary of Significant Accounting Policies in the notes to our accompanying Consolidated Financial Statements included elsewhere in this Quarterly Report for a description of recent accounting pronouncements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other
market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies whose securities are owned by us; conditions affecting the
general economy, including public health emergencies, such as COVID-19; overall market changes; local, regional or global political, social or economic instability; and interest rate fluctuations.
The primary risk we believe we are exposed to is interest rate risk. Because we borrow money to make investments, our net investment income is dependent upon
the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net
investment income. We use a combination of debt and equity capital to finance our investing activities. We may use interest rate risk management techniques from time to time to limit our exposure to interest rate fluctuations. Such techniques may
include various interest rate hedging activities to the extent permitted by the 1940 Act.
All of our variable-rate debt investments have rates generally
associated with either the current LIBOR or prime rate. As of June 30, 2020, our portfolio of debt investments on a principal basis consisted of the following:
Variable rates
78.2
%
Fixed rates
21.8
Total:
100.0
%
There have been no material changes in the quantitative and qualitative market risk disclosures for the nine months ended
June 30, 2020 from that disclosed in our Annual Report.
ITEM 4. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
As of
June 30, 2020 (the end of the period covered by this report), our management, including our chief executive officer and chief financial officer, evaluated the effectiveness and 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 at a reasonable assurance level in timely alerting management,
including the chief executive officer and chief financial officer, of material information about us required to be included in periodic SEC filings. However, in evaluation of 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.
b) Changes in Internal Control over Financial Reporting
There were no changes in internal controls for the three months ended June 30, 2020 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
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PART IIOTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various investigation, claims and legal proceedings that arise in the ordinary course of our business.
Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While we do not expect that the resolution of these matters, if they arise, would materially affect our business,
financial condition, results of operations or cash flows, resolution of these matters will be subject to various uncertainties and could result in the expenditure of significant financial and managerial resources. Neither we, nor any of our
subsidiaries are currently subject to any material legal proceeding, nor, to our knowledge, is any material legal proceeding pending or 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 securities. For a discussion of these risks, please refer to the section captioned Item 1A. Risk Factors in Part I of our Annual Report on Form 10-K for the fiscal year
ended September 30, 2019, as filed with the SEC on November 13, 2019 and amended on December 16, 2019. The risks described herein, in our Annual Report and our Quarterly Report are not the only risks we face. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
Our business may be adversely affected by the recent coronavirus outbreak.
As of the date of this Quarterly Report on Form 10-Q, there is an outbreak of a novel and highly contagious
form of coronavirus. The World Health Organization has declared the disease (COVID-19) it causes to constitute a pandemic. The outbreak
of COVID-19 has resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in certain equity and debt markets. The global impact of the
outbreak is rapidly evolving, and many countries, including the U.S., have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses are also
implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, are creating significant disruption in supply chains and
economic activity and are having a particularly adverse impact on transportation, hospitality, tourism, entertainment and other industries. As COVID-19 continues to spread, the potential impacts,
including a global, regional or other economic recession, are increasingly uncertain and difficult to assess.
Any public health emergency, including any
outbreak of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on the Company
and could adversely affect the Companys ability to fulfill its investment objectives.
The extent of the impact of any public health emergency on
the Companys operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such
public health emergencies on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extend of its disruption to important global, regional and local supply chains and economic
markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of the Companys investments, the Companys ability to source,
manage and divest investments and the Companys ability to achieve its investment objectives, all of which could result in significant losses to the Company. In addition, the operations of the Company and our Adviser may be significantly
impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential
adverse impact on the health of our Advisers personnel.
Public health threats, including
the COVID-19 pandemic, may adversely impact the businesses in which we invest and affect our business, operating results and financial condition.
Public health threats, such as COVID-19 or any other illness, may disrupt the operations of the businesses
in which we invest. Such threats can create economic and political uncertainties and can contribute to global economic instability. A public health threat poses the risk that our portfolio companies may have significantly reduced or be
prevented from conducting business activities for an unknown period of time, including shutdowns that may be requested or mandated by governmental authorities, or that they may experience disruptions in their supply chains or decreased consumer
demand. These adverse economic impacts may decrease the value of the collateral securing our loans in such portfolio companies, as well as the value of our equity investments. In addition, these adverse impacts could cause certain of our portfolio
companies to have difficulty meeting their debt service requirements, which in turn could lead to an increase in defaults, and/or could diminish the ability of certain of our portfolio companies to engage in liquidity events. These negative impacts
on our portfolio companies and their performance may reduce the interest income we receive and/or increase realized and unrealized losses related to our investments, which may, in turn, adversely impact our business, financial condition or results
of operations
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Falling interest rates may negatively impact our investment income.
As a result of the decision by the Federal Reserve Board to decrease the target range for the federal funds rate in response to
the COVID-19 pandemic, interest rates have decreased. A substantial portion of our debt investments have variable interest rates that reset periodically and are generally based on LIBOR. Accordingly,
a reduction in interest rates will result in a decrease in our total investment income unless offset by interest rate floors or an increase in the spread of our debt investments with variable interest rates. In addition, our net investment income
could decrease if there is not a corresponding decrease in the interest that we pay on our borrowings or a reduction or credit to the base management or incentive fees that we pay to the Adviser.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Sales of Unregistered Securities
Not applicable.
Issuer Purchases of Equity Securities
Not
applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE
SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
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ITEM 6. EXHIBITS.
Exhibit
Description
3.1
Articles of Amendment and Restatement to the Articles of Incorporation, incorporated by reference to Exhibit 99.a.2 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No.
333-63700), filed July 27, 2001.
3.2
Articles
Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares, including Appendix A thereto relating to the Term Preferred Shares, 7.125% Series
2016, incorporated by reference to Exhibit 2.a.2 to Post-Effective Amendment No. 5 to the Registration Statement on Form
N-2 (File No. 333-162592), filed October 31, 2011.
3.3
Certificate of Correction to Articles Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares, incorporated by reference
to Exhibit 3.1 to the Current Report on Form 8-K (File No. 814-00237), filed October 29, 2015.
3.4
Articles Supplementary, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File
No. 814-00237), filed September 21, 2017.
3.5
Articles Supplementary Establishing and Fixing the Rights and Preferences of Term Preferred Shares, including Appendix A thereto relating to the
6.00% Series 2024 Term Preferred Stock, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 814-00237), filed
September 21, 2017.
3.6
Bylaws, incorporated by reference to Exhibit
99.b to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No.
333-63700), filed July 27, 2001.
3.7
Amendment to Bylaws, incorporated by reference to Exhibit 3.3 to the Quarterly Report on Form 10-Q (File
No. 814-00237), filed February 17, 2004.
3.8
Second Amendment to Bylaws, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K
(File No. 814-00237), filed July 10, 2007.
3.9
Third Amendment to Bylaws, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K (File
No. 814-00237), filed June 10, 2011.
3.10
Fourth Amendment to Bylaws, incorporated by reference to Exhibit 3.1 to the Current Report on Form
8-K (File No. 814-00237), filed November 29, 2016.
4.1
Form of Certificate for Common Stock, incorporated by reference to Exhibit 99.d.2 to Pre-Effective Amendment
No. 3 to the Registration Statement on Form N-2 (File No. 333-63700), filed August 23, 2001.
4.2
Indenture between the Registrant and U.S. Bank National Association, dated as of November
6, 2018, incorporated by reference to Exhibit 2.d.10 to Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No.
333-208637), filed November 6, 2018.
4.3
First Supplemental Indenture between the Registrant and U.S. Bank National Association, dated as of November
6, 2018, incorporated by reference to Exhibit 2.d.11 to Post-Effective Amendment No. 7 to the Registration Statement on Form N-2 (File No.
333-208637), filed November 6, 2018.
4.4
Second Supplemental Indenture between the Registrant and U.S. Bank National Association, dated as of October
10, 2019, incorporated by reference to Exhibit 2.d.11 to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No.
333-228720), filed October 10, 2019.
10.1
Second Amended and Restated Investment Advisory and Management Agreement between the Registrant and Gladstone Management Corporation, dated as
of April 14, 2020, incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 814-00237), filed on May 4,
2020.
10.2
Amendment No. 6 to Fifth Amended and Restated Credit Agreement, dated as of April
29, 2020 by and among Gladstone Business Loan, LLC, as Borrower, Gladstone Management Corporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party thereto,
incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 814-00237), filed on May 4, 2020.
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.+
*
Filed herewith
+
Furnished herewith
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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SIGNATURES
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.
GLADSTONE CAPITAL CORPORATION
By:
/s/ Nicole Schaltenbrand
Nicole Schaltenbrand
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
Date: July 29, 2020
67
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.