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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
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
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GLADSTONE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 54-2040781
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1616 ANDERSON ROAD, SUITE 208
MCLEAN, VIRGINIA 22102
(Address of principal executive (Zip Code)
offices)
(703) 286-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
par value per share
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES /X/ NO / /
The approximate aggregate market value of the voting stock held by
non-affiliates of the Registrant on December 19, 2001, based on the closing
price on that date of $17.50 on the Nasdaq National Market, was $163,545,813.
For the purposes of calculating this amount only, all directors and executive
officers of the Registrant have been treated as affiliates.
There were 10,060,178 shares of the Registrant's Common Stock, $0.001 par
value, outstanding as of December 19, 2001.
DOCUMENTS INCORPORATED BY REFERENCE. Portions of the Registrant's Proxy
Statement relating to the Registrant's 2002 Annual Meeting of Stockholders are
incorporated by reference into Part III of this Report.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-K or any amendment to this
Form 10-K. / /
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PART I
ITEM 1. BUSINESS
Gladstone Capital Corporation is a specialty finance company that was
incorporated under the General Corporation Laws of the State of Maryland on
May 30, 2001 and that commenced its initial public offering on August 24, 2001.
We invest our capital in debt securities, consisting primarily of senior notes,
senior subordinated notes and junior subordinated notes, of established private
businesses that are backed by leveraged buyout funds, venture capital funds or
others. We seek to provide our stockholders with long-term capital growth
through the appreciation in the value of warrants or other equity instruments
that we may receive when we make loans. Our headquarters are in McLean,
Virginia, a suburb of Washington, DC and we have an office in New York, New
York. We have elected to be treated as a business development company under the
Investment Company Act of 1940, as amended (the "1940 Act").
David Gladstone, our chairman and chief executive officer, has over
25 years experience in making loans to and investing in small and medium sized
companies at Allied Capital Corporation and American Capital Strategies. Allied
Capital Corporation is a publicly traded subordinated debt lender and American
Capital Strategies is a publicly traded buyout and subordinated-debt lender.
While either chairman or president of Allied Capital, Mr. Gladstone oversaw,
during the years 1992 through 1997, in excess of $850 million of financing for
many small and medium sized businesses and raised, during the years 1985 through
1997, equity capital totaling over $430 million for seven funds. During the past
four years, as either chairman or vice chairman of American Capital Strategies,
Mr. Gladstone raised the company's initial $150 million in capital and assisted
in the company's subsequent capital raising. During his tenure, American Capital
Strategies invested in 46 businesses and had total assets of approximately
$650 million. During his time at these two companies he hired over 50
professionals.
Terry Lee Brubaker, our president and chief operating officer, has over
25 years experience in acquisitions and managing companies after the
acquisition. He was a member of the management team that designed and
implemented the acquisition strategy of James River Corporation that grew the
company from $200 million in revenues to over $7 billion.
Our chief financial officer, Harry Brill, brings significant experience from
his role as the chief accounting officer of Allied Capital where he was
responsible for the public filings of a family of five public companies and
oversaw the preparation of the operating reports and financial statements of
these companies and three private funds.
In addition to Messrs. Gladstone and Brubaker, we currently have four
principals who are involved in structuring and arranging financing for small and
medium sized businesses. We plan to hire an additional three principals with
business lending experience (two in our Virginia office and one in New York) and
two administrative persons. We believe that the expertise of our investing
principals will help us to be successful in lending to small and medium sized
businesses.
We intend to make loans to companies that are substantially owned by
leveraged buyout or venture capital funds. Messrs. Gladstone and Brubaker have
an extensive referral network of venture capitalists, leveraged buyout funds,
investment bankers, attorneys, commercial bankers and business and financial
brokers. We believe that these entities will be an important source of loan
opportunities. We intend to enter into additional informal relationships with
other leveraged buyout funds and venture capital funds, but we can not assure
you that we will be able to do so or that any such relationships will lead to
the origination of loans.
We have a wholly owned subsidiary, Gladstone Advisers, Inc. ("Advisers"),
through which we conduct our day to day administrative functions. In this annual
report we use "us," "we," "the Registrant" and "the Company" to refer to
Gladstone Capital Corporation and Advisers collectively, except where context
dictates otherwise.
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STRATEGY
We intend to make loans at favorable interest rates to small and medium
sized businesses that we believe have traditionally been underserved by
conventional lenders. We plan to use the loan referral networks of
Messrs. Gladstone and Brubaker and of our principals to identify and make senior
and subordinated loans to selected businesses that we believe do not have
sufficient access to traditional sources of lending. We expect to make loans to
borrowers that need funds to finance growth, restructure their balance sheets or
effect a change of control, all of which we believe are typically underserved by
banks and other traditional institutional lenders.
Our business strategy contemplates that we will achieve a high level of
current income by investing in debt securities, consisting primarily of senior
notes, senior subordinated notes and junior subordinated notes, of established
private businesses that are backed by leveraged buyout funds, venture capital
funds or others. In addition, we might acquire existing loans that meet this
profile from leveraged buyout funds, venture capital funds and others. We will
also seek to provide our stockholders with long-term capital growth through the
appreciation in the value of warrants or other equity instruments that we might
receive when we make loans. Our financial plan presumes that (1) the net capital
gains from the sale of the warrants (as well as other profit enhancements) we
receive in connection with our lending activities will exceed any losses we may
experience from loans that are not repaid and (2) the fee income we derive from
our lending will provide us with a source of revenue in excess of our general
and administrative expenses (excluding interest expense). We cannot assure you
that we will be able to achieve our investment objectives or that our business
strategy will be successful.
We believe that we are well positioned to provide financing to small and
medium sized businesses that are undergoing a change of ownership, including
management-led and third party leveraged buyouts, and to those businesses that
have good growth characteristics. We are not burdened with the capital and other
regulatory requirements of the banking and savings and loan industries and we
have relatively low overhead and administrative expenses. Moreover, our strategy
of accepting warrants to purchase stock of our borrowers is intended to closely
align our interests with those of our portfolio companies, thereby reducing
transaction costs, conveying our commitment to the borrowers and enhancing our
attractiveness as a financing source. Perhaps most importantly, we believe that
we have the experience and expertise to satisfy the financing needs of such
businesses. In particular, we intend to utilize Mr. Gladstone's 25 years of
experience in financing small to medium sized private businesses and
Mr. Brubaker's extensive experience in acquisitions and operations to realize a
competitive advantage. We plan to use the established network of loan referral
sources, consisting of relationships established over many years by
Messrs. Gladstone, Brubaker and our principals, to generate opportunities to
identify and make senior and subordinated loans to selected businesses that
satisfy our investment criteria. We intend to enter into additional informal
relationships with leveraged buyout funds and venture capital funds, but we can
not give any assurance that we will be able to do so.
We target small and medium sized private businesses that meet certain
criteria, including the potential for growth, adequate assets for loan
collateral, experienced management teams with significant ownership interest in
the business, adequate capitalization, profitable operations based on cash flow
and potential opportunities for us to realize appreciation and gain liquidity in
our various equity positions. We may achieve liquidity through a merger or
acquisition of the borrower, a public offering of the borrower's stock or by
exercising our right to require the borrower to buy back our warrants, although
we can not assure you that we will always have these rights.
As a business development company, we make available significant managerial
assistance to our portfolio companies. Such assistance will typically involve
closely monitoring the operations of each borrower, participating in its board
and management meetings, being available for consultation with its officers and
providing organizational and financial guidance.
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We expect to invest in senior, senior subordinated and junior subordinated
notes. We expect that our loans typically will range from $5 million to
$15 million, mature in no more than seven years and accrue interest at a fixed
rate or an annualized variable rate that exceeds the prime rate. We expect that
most if not all of the debt securities we acquire will be unrated by credit
rating agencies. To the extent possible, our loans generally will be
collateralized by a security interest in the borrower's assets though we may not
have the first claim on these assets. Interest payments will generally be made
monthly or quarterly with amortization of principal generally being deferred for
several years. The principal amount of the loans and any accrued but unpaid
interest will generally become due at maturity at five to seven years. We will
focus on making loans accompanied by warrants to purchase stock in the
borrowers. These warrants will typically have a nominal exercise price and
entitle us to purchase a modest percentage of the borrower's stock.
From time to time, a portfolio company may request additional financing,
providing us with additional lending opportunities. We will consider such
requests for additional financing under the criteria we have established for
initial investments and we anticipate that any debt securities we acquire in a
follow-on financing will have characteristics comparable to those issued in the
original financing. In some situations, our failure, inability or decision not
to make a follow-on investment may be detrimental to the operations or survival
of a portfolio company and thus jeopardize our investment in that borrower.
As noted above, we expect to receive warrants to purchase stock in many of
our borrowers. If a financing is successful, not only will our debt securities
have been repaid with interest, but we will be in a position to realize a gain
on the accompanying equity interests. The opportunity to realize such gain may
occur if the borrower is sold to new owners or if it makes a public offering of
its stock. In most cases, we will not have the right to require that a borrower
undergo an initial public offering by registering securities under the
Securities Act of 1933, to which we refer as the Securities Act, but we
generally will have the right to sell our equity interests in any subsequent
public offering by the borrower. Even when we have the right to participate in a
borrower's public offering, the underwriters might insist, particularly if we
own a large amount of equity securities, that we retain all or a substantial
portion of our shares for a specified period of time. Moreover, we may decide
not to sell an equity position even when we have the right and the opportunity
to do so. Thus, although we expect to dispose of an equity interest after a
certain time, situations may arise in which we hold equity securities for a
longer period.
In certain cases, we may receive the right, to which we refer as a put
right, to require the borrower to repurchase the warrants from us. When no
public offering is available, we may exercise our put rights to dispose of our
equity interest in the borrower, although our ability to exercise put rights may
be limited or nonexistent if a business does not have the money to repurchase
our warrants. Similarly, we anticipate that we may obtain the right, to which we
refer as an unlocking right, to require that the borrower purchase our warrants
or stock if it rejects a bona fide third party acquisition offer. The unlocking
rights may allow us to sell our equity interests back to the borrower at the
price offered by the potential acquirer.
In addition to the put rights and unlocking rights described above, when one
of our portfolio companies does go public, we may undertake hedging strategies
with regard to our equity interests in it. We may mitigate risks associated with
the volatility of publicly traded securities by, for instance, selling
securities short or writing or buying call or put options. Hedging against a
decline in the value of such investments in public companies would not eliminate
fluctuations in the values of such investments or prevent losses if the values
of such investments decline, but would establish other investments designed to
gain from those same developments. Therefore, by engaging in hedging
transactions we can moderate the decline in the value of our hedged investments
in public companies. However, such hedging transactions would also limit our
opportunity to gain from an increase in the value of our investment in the
public company. While we currently hold no securities of any publicly traded
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companies, and therefore have no immediate plans to undertake any such hedging
activities, it may be prudent for us to do so in the future. Hedging strategies
do pose risks to us and our stockholders, however we believe that such
activities, because they will be limited to only a portion of our portfolio, are
manageable.
Moreover, Section 12(a)(3) of the 1940 Act prohibits us "in contravention of
such rules and regulations or orders as [the SEC] may prescribe as necessary or
appropriate in the public interest or for the protection of investors . . . to
effect a short sale of any security. . . ." However, to date, the SEC has not
promulgated regulations under this statute. It is possible that such regulations
could be promulgated in the future in a way that would require us to change any
hedging strategies that we may adopt. We will only engage in any hedging
activities in compliance with applicable law and regulations.
SELECTION OF LOAN OPPORTUNITIES
We have identified certain characteristics that we believe are important to
profitably lend to small and medium sized businesses. The criteria listed below
provide a general guidepost for our lending and investment decisions, although
not all of these criteria may be followed in each instance.
- GROWTH. In addition to generating sufficient cash flow to service its
debt, a potential borrower generally will be required to establish its
ability to grow its cash flow. Anticipated growth will be a key factor in
determining the value ascribed to the warrants we acquire in connection
with many of our loans.
- SIGNIFICANT SPONSOR. We seek businesses in which leveraged buyout funds or
venture capital funds have invested. We believe that a business that has a
substantial equity sponsor that has made a meaningful investment is a good
borrowing candidate.
- LIQUIDATION VALUE OF ASSETS. Although we do not intend to operate as an
asset-based lender, liquidation value of the assets collateralizing our
loans is an important factor in each credit decision. Emphasis is placed
both on tangible assets (e.g., accounts receivable, inventory, plant,
property and equipment) and intangible assets (e.g., customer lists,
networks, databases and recurring revenue streams).
- EXPERIENCED MANAGEMENT TEAM. We will generally require that each borrower
have a management team that is experienced and properly incentivized
through a significant ownership interest in the borrower. We generally
will require that a borrower have, at a minimum, a strong chief executive
officer and chief financial officer who have demonstrated the ability to
accomplish the borrower's objectives and implement its business plan.
- PROFITABLE OR NEAR PROFITABLE OPERATIONS. We focus on borrowers that are
profitable or near profitable at the operating level. We do not intend
typically to lend to or invest in start-up or other early stage companies,
nor do we intend typically to lend to or invest in businesses that are
experiencing operating problems.
- EXIT STRATEGY. Prior to making a loan for which we receive a warrant to
purchase stock of the borrower, we will analyze the potential for the
borrower to experience a liquidity event that will allow us to realize
value for our equity position. Liquidity events include, among other
things, an initial public offering, a private sale of our financial
interest, a merger or acquisition of the borrower or a purchase of our
equity position by the borrower or one of its stockholders.
OPERATIONS
ORIGINATION PROCESS. To originate loans, our lending officers use an
extensive referral network comprised of venture capitalists, leveraged buyout
funds, investment bankers, attorneys, accountants, commercial bankers and
business brokers. We intend to enter into additional informal relationships
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with leveraged buyout funds and venture capital funds, but we can give no
assurance that we will be able to do so.
APPROVAL PROCESS. Our lending professionals review informational packages
in search of potential financing opportunities and conduct a due diligence
investigation of each applicant that passes an initial screening process. This
due diligence investigation generally includes one or more on-site visits, a
review of the potential borrower's historical and projected financial
information, interviews with management, employees, customers and vendors of the
applicant and background checks and research on the applicant's product, service
or particular industry. Upon completion of the due diligence investigation, our
financial professional creates a borrower profile summarizing the prospective
borrower's historical financial statements, industry and management team and
analyzing its conformity to our general investment criteria. Our lending
professional then presents this profile to our credit committee, which is
comprised of David Gladstone and Terry Lee Brubaker. Our credit committee must
unanimously approve each loan and each member of our board of directors must
review each financing.
TEMPORARY INVESTMENTS
Pending investment in other types of "qualifying assets," we will invest our
otherwise uninvested cash primarily in cash, cash items, government securities
or high quality debt securities maturing in one year or less from the time of
investment, to which we refer collectively as temporary investments, so that 70%
of our assets are qualifying assets. For information regarding regulations to
which we are subject and the definition of "qualifying assets," see
"Business--Regulation." Typically, we will invest in US Treasury bills or in
repurchase obligations of a "primary dealer" in government securities, as
designated by the Federal Reserve Bank of New York, or of any other dealer whose
credit has been established to the satisfaction of our board of directors. There
is no percentage restriction on the proportion of our assets that may be
invested in such repurchase agreements. A repurchase agreement involves the
purchase by an investor, such as us, of a specified security and the
simultaneous agreement by the seller to repurchase it at an agreed-upon future
date and at a price which is greater than the purchase price by an amount that
reflects an agreed-upon interest rate. Such interest rate is effective for the
period of time during which the investor's money is invested in the arrangement
and is related to current market interest rates rather than the coupon rate on
the purchased security. Our custodian, or the correspondent in its account with
the Federal Reserve/Treasury Book Entry System, will be required to constantly
maintain underlying securities in an amount at least equal to the repurchase
price. If the seller were to default on its repurchase obligation, we might
suffer a loss to the extent that the proceeds from the sale of the underlying
security were less than the repurchase price. A seller's bankruptcy could delay
or prevent a sale of the underlying securities. Our board of directors has
established procedures, which it will review periodically, requiring us to
monitor the creditworthiness of the dealers with which we enter into repurchase
agreement transactions.
COMPETITION
A large number of entities compete with us and make the types of investments
that we plan to make in small and medium sized privately owned businesses. Such
competitors include private equity funds, leveraged buyout funds and venture
capital funds, investment banks and other equity and non-equity based investment
funds, and other financing sources, including traditional financial services
companies such as commercial banks. Many of our competitors are substantially
larger than we are and have considerably greater financial, technical and
marketing resources than we do. For example, some competitors may have a lower
cost of funds and access to funding sources that are not available to us. In
addition, certain of our competitors may have higher risk tolerances or
different risk assessments, which could allow them to consider a wider variety
of investments, establish more relationships and build their market shares.
Furthermore, many of these competitors are not subject to the regulatory
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restrictions that the 1940 Act imposes on us as a business development company.
We cannot assure you that the competitive pressures we face will not have a
material adverse effect on our business, financial condition and results of
operations.
EMPLOYEES
We currently have six lending officers, all of whom are professionals
working on financings for small and medium sized businesses. We intend to hire
three additional professionals with business lending experience and two
additional administrative personnel. We believe that our relations with our
employees are excellent. We intend to maintain a relatively low level of
overhead by outsourcing most job functions not directly related to marketing,
underwriting our investments or executive management.
LEVERAGE
For the purpose of making investments other than temporary investments and
to take advantage of favorable interest rates, we intend to issue senior debt
securities, up to the maximum amount permitted by the 1940 Act. The 1940 Act
currently permits us to issue senior debt securities and preferred stock, which
we refer to collectively as senior securities, in amounts such that our asset
coverage, as defined in the 1940 Act, is at least 200% after each issuance of
senior securities. We may also incur such indebtedness to repurchase our common
stock. As a result of issuing senior securities, we would become exposed to the
risks of leverage. Although borrowing money for investments increases the
potential for gain, it also increases the risk of a loss. A decrease in the
value of our investments will have a greater impact on the value of our common
stock if we borrow money to make investments. There is a possibility that the
costs of borrowing could exceed the income we receive on the investments we make
with such borrowed funds. In addition, our ability to pay dividends or incur
additional indebtedness would be restricted if asset coverage is less than twice
our indebtedness. If the value of our assets declines, we might be unable to
satisfy that test. If this happens, we may be required to liquidate a portion of
our loan portfolio and repay a portion of our indebtedness at a time when a sale
may be disadvantageous. Furthermore, any amounts that we use to service our
indebtedness will not be available for distributions to our stockholders.
Our board of directors is authorized to provide for the issuance of
preferred stock with such preferences, powers, rights and privileges as it deems
appropriate, except that such an issuance must adhere to the requirements of the
1940 Act. See "Business--Regulation--Asset Coverage" for a discussion of
leveraging constraints.
We do not intend to leverage ourselves so long as we hold cash or temporary
investments in an amount sufficient to fund the investments, other than
temporary investments, we plan to make in the next nine months.
SECURITIZATION
In an effort to increase our returns and the number of loans that we can
make, we anticipate that we will seek to securitize our loans. To securitize
loans, we would create a wholly-owned subsidiary and contribute a pool of loans
to it. Then we would seek to have the pool of loans in the subsidiary rated by
rating agencies. Once the pool of loans is rated, we would sell interests in the
pool of loans to purchasers who we would expect to be willing to accept a lower
interest rate to invest in investment-grade loan pools. We would use the
proceeds of such sales to pay down bank debt or to make or purchase new loans.
There are risks associated with this strategy since we intend to retain the
non-investment grade portion of the subsidiary, rather than to securitize it,
and the unrated portion of the subsidiary is the one most likely to generate
losses. We do not intend to securitize any warrants we receive in connection
with any loans we make.
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INVESTMENT OBJECTIVES AND POLICIES
We intend to achieve a high level of current income by investing in debt
securities, consisting primarily of senior notes, senior subordinated notes and
junior subordinated notes, of established private businesses that are backed by
leveraged buyout funds, venture capital funds or others, with a particular
emphasis on senior subordinated notes. We also seek to provide our stockholders
with long-term capital growth through the appreciation in the value of warrants
or other equity instruments that we may receive when we make loans. The
following restrictions, along with these investment objectives, are our only
fundamental policies, which are policies that may not be changed without the
approval of the holders of the majority of our outstanding voting securities, as
defined in the 1940 Act. For a fuller explanation of the regulatory framework in
which we operate, see "Business--Regulation." The percentage restrictions set
forth below, other than the restriction pertaining to the issuance of senior
securities, as well as those contained elsewhere in this prospectus, apply at
the time we effect a transaction and a subsequent change in a percentage
resulting from market fluctuations or any cause other than an action by us will
not require us to dispose of portfolio securities or to take other action to
satisfy the percentage restriction.
We will at all times conduct our business so as to retain our status as a
business development company. In order to retain that status, we may not acquire
any assets (other than non-investment assets necessary and appropriate to our
operations as a business development company) if after giving effect to such
acquisition the value of our "qualifying assets" is less than 70% of the value
of our total assets. We anticipate that the securities we seek to acquire
(provided that we control or, through our officers or other participants in the
financing transaction, make significant managerial assistance available to the
issuers of these securities), as well as temporary investments, will generally
be qualifying assets.
We may invest up to 100% of our assets in securities acquired directly from
issuers in privately negotiated transactions. With respect to such securities,
we may, for the purpose of public resale, be deemed an "underwriter" as that
term is defined in the Securities Act of 1933. We may invest up to 20% of our
assets in securities of a particular issuer. We may exceed this limitation in
connection with bridge financings, although these bridge investments will never
exceed 25% of our total assets at any time. We do not intend to concentrate our
investments in any particular industry or group of industries. However, it is
possible that, as the values of our portfolio companies change, one industry or
a group of industries may comprise in excess of 25% of the value of our total
assets.
We will at all times endeavor to conduct our business so as to retain our
status as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986 (the "Code"). In order to do so, we must meet income
source, asset diversification and annual distribution requirements.
We may issue senior securities, such as debt or preferred stock, to the
extent permitted by the 1940 Act for the purpose of making investments, to fund
share repurchases, or for temporary emergency or other purposes. For a
discussion of the risks associated with the resulting leverage, see
"Business--Leverage."
We will not (1) act as an underwriter of securities of other issuers (except
to the extent that we may be deemed an "underwriter" of securities we purchase
that must be registered under the Securities Act before they may be offered or
sold to the public); (2) purchase or sell real estate or interests in real
estate or real estate investment trusts (except that we may (a) purchase and
sell real estate or interests in real estate in connection with the orderly
liquidation of investments, (b) own the securities of companies or participate
in a partnership or partnerships that are in the business of buying, selling or
developing real estate or (c) finance the purchase of real estate by our
portfolio companies); (3) sell securities short (except with regard to managing
the risks associated with publicly-traded securities issued by our portfolio
companies); (4) purchase securities on margin (except to the extent that we may
purchase securities with borrowed money); (5) write or buy put or call options
(except (a) to the extent
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of warrants or conversion privileges in connection with our acquisition
financing or other investments and rights to require the issuers of such
investments or their affiliates to repurchase them under certain circumstances,
(b) with regard to managing risks associated with publicly-traded securities
issued by our portfolio companies or (c) with regard to managing the risks
associated with interest rate fluctuations); (6) engage in the purchase or sale
of commodities or commodity contracts, including futures contracts (except where
necessary in working out distressed loan or investment situations or in managing
the risks associated with interest rate fluctuations); or (7) acquire more than
3% of the voting stock of, or invest more than 5% of our total assets in, any
securities issued by any other investment company (except as they may be
acquired as part of a merger, consolidation or acquisition of assets). That
portion of our investments that is in securities issued by other investment
companies may subject our stockholders to additional expenses.
INVESTMENT ADVISOR
We have no investment advisor and are internally managed by our executive
officers under the supervision of our board of directors.
REGULATION
We are a closed-end, non-diversified, management investment company that has
elected to be regulated as a business development company under Section 54 of
the 1940 Act. As such, we are subject to regulation under the 1940 Act. The 1940
Act contains prohibitions and restrictions relating to transactions between
business development companies and their affiliates, principal underwriters and
affiliates of those affiliates or underwriters and requires that a majority of
the directors be persons other than "interested persons," as defined in the 1940
Act. In addition, the 1940 Act provides that we may not change the nature of our
business so as to cease to be, or to withdraw our election as, a business
development company unless approved by a majority of our outstanding voting
securities.
REGULATED INVESTMENT COMPANY
We intend to operate so as to qualify for treatment as a regulated
investment company, or RIC, under Subchapter M of the Code. As such, we must
distribute to our stockholders, for each taxable year, at least 90% of our
investment company taxable income, which is generally our ordinary income plus
short term capital gains. We refer to this as the annual distribution
requirement. We must also meet several additional requirements, including:
- INCOME SOURCE REQUIREMENTS. At least 90% of our gross income for each
taxable year must be from dividends, interest, payments with respect to
securities loans, gains from sales or other disposition of securities or
other income derived with respect to our business of investing in
securities, and
- ASSET DIVERSIFICATION REQUIREMENTS. As of the close of each quarter of our
taxable year:
(1) at least 50% of the value of our assets must consist of cash, cash
items, US government securities, the securities of other regulated
investment companies and other securities to the extent that (1) we
do not hold more than 10% of the outstanding voting securities of an
issuer of such other securities and (2) such other securities of any
one issuer do not represent more than 5% of our total assets, and
(2) no more than 25% of the value of our total assets may be invested in
the securities of one issuer (other than US government securities or
the securities of other regulated investment companies), or of two or
more issuers that are controlled by us and are engaged in the same or
similar or related trades or businesses.
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If we are unable to qualify for treatment as a RIC, we will be subject to
tax on all of our taxable income at regular corporate rates. We would not be
able to deduct distributions to stockholders, nor would we be required to make
such distributions. Distributions would be taxable to our stockholders as
ordinary dividend income to the extent of our current and accumulated earnings
and profits. Subject to certain limitations under the Code, corporate
distributees would be eligible for the dividends received deduction.
Distributions in excess of our current and accumulated earnings and profits
would be treated first as a return of capital to the extent of the stockholder's
tax basis, and then as a gain realized from the sale or exchange of property. If
we fail to meet the RIC requirements in our first taxable year or, with respect
to later years, for more than two consecutive years and then seek to requalify
as a RIC, we would be required to recognize gain to the extent of any unrealized
appreciation on our assets unless we make a special election to pay
corporate-level tax on any such unrealized appreciation recognized during the
succeeding 10-year period. Absent such special election, any gain we recognized
would be deemed distributed to our stockholders as a taxable distribution.
If we qualify as a RIC and distribute to stockholders each year in a timely
manner at least 90% of our investment company taxable income, we will not be
subject to federal income tax on the portion of our taxable income and gains we
distribute to stockholders. We would, however, be subject to a 4% nondeductible
federal excise tax if we do not distribute, actually or on a deemed basis, 98%
of our income, including both ordinary income and capital gains. The excise tax
would apply only to the amount by which 98% of our income exceeds the amount of
income we distribute, actually or on a deemed basis, to stockholders. We will be
subject to regular corporate income tax, currently at rates up to 35%, on any
undistributed income, including both ordinary income and capital gains. We
intend to retain some or all of our capital gains, but to designate the retained
amount as a deemed distribution. In that case, among other consequences, we will
pay tax on the retained amount, each stockholder will be required to include its
share of the deemed distribution in income as if it had been actually
distributed to the stockholder and the stockholder will be entitled to claim a
credit or refund equal to its allocable share of the tax we pay on the retained
capital gain. The amount of the deemed distribution net of such tax will be
added to the stockholder's cost basis for its common stock. Since we expect to
pay tax on any retained capital gains at our regular corporate capital gain tax
rate, and since that rate is in excess of the maximum rate currently payable by
individuals on long-term capital gains, the amount of tax that individual
stockholders will be treated as having paid will exceed the tax they owe on the
capital gain dividend and such excess may be claimed as a credit or refund
against the stockholder's other tax obligations. A stockholder that is not
subject to US federal income tax or tax on long-term capital gains would be
required to file a US federal income tax return on the appropriate form in order
to claim a refund for the taxes we paid. In order to utilize the deemed
distribution approach, we must provide written notice to the stockholders prior
to the expiration of 60 days after the close of the relevant tax year. We will
also be subject to alternative minimum tax, but any tax preference items would
be apportioned between us and our stockholders in the same proportion that
dividends, other than capital gain dividends, paid to each stockholder bear to
our taxable income determined without regard to the dividends paid deduction.
If we acquire debt obligations that were originally issued at a discount,
which would generally include loans we make that are accompanied by warrants,
that bear interest at rates that are not either fixed rates or certain qualified
variable rates or that are not unconditionally payable at least annually over
the life of the obligation, we will be required to include in taxable income
each year a portion of the "original issue discount" that accrues over the life
of the obligation. Such original issue discount will be included in our
investment company taxable income even though we receive no cash corresponding
to such discount amount. As a result, we may be required to make additional
distributions corresponding to such original issue discount amounts in order to
satisfy the annual distribution requirement and to continue to qualify as a RIC
or to avoid the 4% excise tax. In this event, we may be required to sell
temporary investments or other assets to meet the RIC distribution requirements.
10
For any period during which we qualify for treatment as a RIC for federal
income tax purposes, distributions to our stockholders attributable to our
investment company taxable income generally will be taxable as ordinary income
to stockholders to the extent of our current or accumulated earnings and
profits. Any distributions in excess of our earnings and profits will first be
treated as a return of capital to the extent of the stockholder's adjusted basis
in his or her shares of common stock and thereafter as gain from the sale of
shares of our common stock. Distributions of our long-term capital gains,
designated by us as such, will be taxable to stockholders as long-term capital
gains regardless of the stockholder's holding period for its common stock and
whether the distributions are paid in cash or invested in additional common
stock. Corporate stockholders are generally eligible for the 70% dividends
received deduction with respect to ordinary income, but not to capital gains
dividends to the extent such amount designated by us does not exceed the
dividends received by us from domestic corporations. Any dividend declared by us
in October, November or December of any calendar year, payable to stockholders
of record on a specified date in such a month and actually paid during January
of the following year, will be treated as if it were paid by us and received by
the stockholders on December 31 of the previous year. In addition, we may elect
to relate a dividend back to the prior taxable year if we (1) declare such
dividend prior to the due date for filing our return for that taxable year,
(2) make the election in that return, and (3) distribute the amount in the
12-month period following the close of the taxable year but not later than the
first regular dividend payment following the declaration. Any such election will
not alter the general rule that a stockholder will be treated as receiving a
dividend in the taxable year in which the distribution is made, subject to the
October, November, December rule described above.
BUSINESS DEVELOPMENT COMPANY
We intend to conduct our business so as to retain our status as a business
development company. In general, a business development company must have been
organized and have its principal place of business in the United States and must
be operated for the purpose of making investments in the types of securities
described in (1) or (2) below.
QUALIFYING ASSETS. Under the 1940 Act, a business development company may
not acquire any asset other than assets of the type listed in Section 55(a) of
the 1940 Act, which are referred to as qualifying assets, unless, at the time
the acquisition is made, qualifying assets represent at least 70% of the
company's total assets. The principal categories of qualifying assets relevant
to our business are the following:
(1) Securities purchased in transactions not involving any public offering
from the issuer of such securities, which issuer is an eligible portfolio
company. An eligible portfolio company is generally defined in the 1940
Act as any issuer which, first, is organized under the laws of, and has
its principal place of business in, the United States. Second, the issuer
must not be an investment company, other than a small business investment
company wholly-owned by the business development company. Finally, the
issuer may not have any class of securities with respect to which a
broker or dealer may extend margin credit.
(2) Securities of any eligible portfolio company over which we exercise a
controlling influence and for which an affiliate of ours serves as a
director.
(3) Securities received in exchange for or distributed on or with respect to
securities described in (1) or (2) above, or pursuant to the exercise of
options, warrants or rights relating to such securities.
(4) Cash, cash items, government securities, or high quality debt securities
maturing in one year or less from the time of investment.
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Securities of public companies are generally not qualifying assets unless
they were acquired in a distribution or in exchange for, or upon the exercise
of, a right relating to securities that were qualifying assets.
ASSET COVERAGE. We are permitted, under specified conditions, to issue
multiple classes of indebtedness and one class of stock senior to our common
stock if our asset coverage, as defined in the 1940 Act, is at least 200%
immediately after each such issuance. In addition, while senior securities are
outstanding, we must make provisions to prohibit any distribution to our
stockholders or the repurchase of such securities or shares unless we meet the
applicable asset coverage ratios at the time of the distribution or repurchase.
We may also borrow amounts up to 5% of the value of our total assets for
temporary purposes. The 1940 Act requires, among other things, that
(1) immediately after issuance and before any dividend or distribution is made
with respect to our common stock or before any purchase of common stock is made,
the preferred stock, together with all other senior securities, must not exceed
an amount equal to 50% of our total assets after deducting the amount of such
dividend, distribution or purchase price, as the case may be, and (2) the
holders of shares of preferred stock, if any are issued, must be entitled as a
class to elect two directors at all times and to elect a majority of the
directors if dividends on the preferred stock are in arrears by two years or
more. As permitted by the 1940 Act, we may, in addition, borrow amounts up to 5%
of our total assets for temporary purposes.
SIGNIFICANT MANAGERIAL ASSISTANCE. For portfolio securities to be
qualifying assets for the 70% test described above, the business development
company must either exercise a controlling influence over the issuer of the
securities or must make available to the issuer of the securities significant
managerial assistance. However, with respect to certain but not all such
securities, where the business development company purchases such securities in
conjunction with one or more other persons acting together, one of the other
persons in the group may make available such managerial assistance, or the
business development company may exercise such control jointly. Making available
significant managerial assistance means, among other things, any arrangement
whereby the business development company, through its directors, officers or
employees, offers to provide, and, if accepted, does so provide, significant
guidance and counsel concerning the management, operations or business
objectives and policies of a portfolio company.
CODE OF ETHICS. As required by the 1940 Act, we have adopted a code of
ethics that establishes procedures for personal investments and restricts
certain transactions by our personnel. Our code of ethics is filed as an exhibit
to the registration statement we filed in connection with our initial public
offering.
FORWARD-LOOKING STATEMENTS
All statements contained herein, other than historical facts, may constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements may relate to, among other things, future events or
our future performance or financial condition. In some cases, you can identify
forward-looking statements by terminology such as "may," "might," "believe,"
"will," "provided," "anticipate," "future," "could," "growth," "plan," "intend,"
"expect," "should," "would," "if," "seek," "possible," "potential" or the
negative of such terms or comparable terminology. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity, performance
or achievements expressed or implied by such forward-looking statements. Such
factors include, among others, (1) adverse changes in interest rates; (2) our
failure or inability to establish or maintain referral arrangements with
leveraged buyout funds and venture capital funds to generate loan opportunities;
(3) the loss of one or more of our executive
12
officers, in particular David Gladstone or Terry Lee Brubaker; (4) our inability
to establish or maintain a credit facility on terms reasonably acceptable to us,
if at all; (5) our inability to successfully securitize our loan portfolio on
terms reasonably acceptable to us, if at all; (6) the decision of our potential
competitors to aggressively seek to make senior and subordinated loans to small
and medium sized businesses on terms more favorable than we intend to provide;
(7) our inability to consummate loan transactions with one or more of the
entities identified under the caption "Prospective portfolio companies" of our
prospectus dated August 23, 2001, as filed with the Securities and Exchange
Commission on August 27, 2001 (the "Prospectus") on terms acceptable to us, if
at all; and (8) those factors listed under the caption "Risk factors" of the
Prospectus. We caution readers not to place undue reliance on any such
forward-looking statements, which are made pursuant to the Private Securities
Litigation Reform Act on 1995 and, as such, speak only as of the date made. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
after the date of this Form 10-K.
RISK FACTORS
The purchase of our shares involves a number of significant risk and other
factors relating to our structure and investment objectives. As a result, we
cannot assure you that we will achieve our investment objectives. You should
consider carefully the following information before making an investment in our
common stock.
WE ARE A NEW COMPANY WITH A LIMITED OPERATING HISTORY.
We were incorporated in May 2001 and, to date, have only made two loans.
Thus far, we have conducted only limited operations as a lender to small and
medium sized companies. In addition, we are subject to all of the business risks
and uncertainties associated with any new business enterprise. We may not meet
our investment objectives and the value of your investment in us may decline
substantially or be reduced to zero.
WE ARE DEPENDENT UPON OUR KEY MANAGEMENT PERSONNEL FOR OUR FUTURE SUCCESS,
PARTICULARLY DAVID GLADSTONE AND TERRY LEE BRUBAKER.
We are dependent on the diligence, skill and network of business contacts of
our senior management and other management members for the final selection,
structuring, closing and monitoring of our investments. Our future success
depends to a significant extent on the continued service and coordination of our
senior management team, particularly David Gladstone, our chairman and chief
executive officer, and Terry Lee Brubaker, our president and chief operating
officer. The departure of any of our executive officers or key employees could
have a material adverse effect on our ability to implement our business strategy
and to achieve our investment objectives.
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL DEPEND ON OUR ABILITY TO
EFFECTIVELY MANAGE OUR FUTURE GROWTH.
Our ability to achieve our investment objectives will depend on our ability
to sustain continued growth, which will depend on our ability to identify,
evaluate, finance and invest in suitable companies that meet our investment
criteria. Accomplishing this result on a cost-effective basis is largely a
function of our marketing capabilities, our management of the investment
process, our ability to provide competent, attentive and efficient services and
our access to financing sources on acceptable terms. As we grow, we will also be
required to hire, train, supervise and manage new employees. Failure to
effectively manage our future growth could have a material adverse effect on our
business, financial condition and results of operations.
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WE OPERATE IN A HIGHLY COMPETITIVE MARKET FOR INVESTMENT OPPORTUNITIES.
A large number of entities will compete with us and make the types of
investments that we plan to make in small and medium sized privately owned
businesses. We compete with a large number of private equity funds, leveraged
buyout funds and venture capital funds, investment banks and other equity and
non-equity based investment funds, and other sources of financing, including
traditional financial services companies such as commercial banks. Many of our
competitors are substantially larger and have considerably greater financial,
technical and marketing resources than we do. For example, some competitors may
have a lower cost of funds and access to funding sources that are not available
to us. In addition, certain of our competitors may have higher risk tolerances
or different risk assessments, which could allow them to consider a wider
variety of investments and establish more relationships an build their market
shares. Furthermore, many of our potential competitors are not subject to the
regulatory restrictions that the 1940 Act imposes on us as a business
development company. We cannot assure you that the competitive pressures we face
will not have a material adverse effect on our business, financial condition and
results of operations. Also, as a result of this competition, we may not be able
to take advantage of attractive investment opportunities from time to time and
there can be no assurance that we will be able to identify and make investments
that satisfy our investment objectives or that we will be able to fully invest
our available capital.
OUR BUSINESS MODEL IS DEPENDENT UPON THE DEVELOPMENT OF STRONG REFERRAL
RELATIONSHIPS WITH LEVERAGED BUYOUT FUNDS AND VENTURE CAPITAL FUNDS.
We expect that we will be dependent upon informal relationships with
leveraged buyout funds and venture capital funds to provide us with deal flow.
The investment we made to Finn Corporation and a number of the loans we are
currently considering are with portfolio companies of Three Cities Fund II, L.P.
and Three Cities Fund III, L.P., leveraged buyout funds that are managed by
Three Cities Research Inc. Moreover, we have a mutual referral relationship with
American Capital Strategies Ltd. The relationship with American Capital led to
our mutual investment in Marcal Paper Mills, Inc. If we fail to maintain our
relationship with funds such as Three Cities and American Capital, or if we fail
to establish strong referral relationships with other funds, we will not be able
to grow our portfolio of loans and fully execute our business plan.
OUR LOANS TO SMALL AND MEDIUM SIZED BORROWERS ARE EXTREMELY RISKY AND YOU COULD
LOSE YOUR ENTIRE INVESTMENT.
Loans to small and medium sized borrowers are subject to a number of
significant risks including the following:
- SMALL AND MEDIUM SIZED BUSINESSES MAY HAVE LIMITED FINANCIAL RESOURCES AND
MAY BE UNABLE TO REPAY THE LOANS WE MAKE TO THEM. Our strategy includes
providing financing to borrowers that typically is not readily available
to them. While we believe that this provides an attractive opportunity for
us to generate profits, this may make it difficult for the borrowers to
repay their loans to us upon maturity. A borrower's ability to repay its
loan may be adversely affected by numerous factors, including the failure
to meet its business plan, a downturn in its industry or negative economic
conditions. A deterioration in a borrower's financial condition and
prospects usually will be accompanied by a deterioration in the value of
any collateral and a reduction in the likelihood of us realizing on any
guarantees we may have obtained from the borrower's management. Although
we will sometimes seek to be the senior, secured lender to a borrower, in
most of our loans we expect to be subordinated to a senior lender, and our
interest in any collateral would, accordingly, likely be subordinate to
another lender's security interest.
- SMALL AND MEDIUM SIZED BUSINESSES TYPICALLY HAVE NARROWER PRODUCT LINES
AND SMALLER MARKET SHARES THAN LARGE BUSINESSES. Because our expected
target borrowers are smaller businesses, they
14
will tend to be more vulnerable to competitors' actions and market
conditions, as well as general economic downturns. In addition, our
portfolio companies may face intense competition, including competition
from companies with greater financial resources, more extensive
development, manufacturing, marketing and other capabilities and a larger
number of qualified managerial and technical personnel.
- THERE IS GENERALLY LITTLE OR NO PUBLICLY AVAILABLE INFORMATION ABOUT THESE
BUSINESSES. Because we expect to make loans to privately owned businesses,
there will generally be little or no publicly available operating and
financial information about our borrowers. As a result, we will rely on
our officers, other employees and consultants to perform due diligence
investigations of these borrowers, their operations and their prospects.
We may not learn all of the material information we need to know regarding
these businesses through our investigations.
- SMALL AND MEDIUM SIZED BUSINESSES GENERALLY HAVE LESS PREDICTABLE
OPERATING RESULTS. We expect that our borrowers may have significant
variations in their operating results, may from time to time be parties to
litigation, may be engaged in rapidly changing businesses with products
subject to a substantial risk of obsolescence, may require substantial
additional capital to support their operations, to finance expansion or to
maintain their competitive position, may otherwise have a weak financial
position or may be adversely affected by changes in the business cycle.
Our portfolio companies may not meet net income, cash flow and other
coverage tests typically imposed by their senior lenders. A borrower's
failure to satisfy financial or operating covenants imposed by senior
lenders could lead to defaults and, potentially, foreclosure on its senior
credit facility, which could additionally trigger cross-defaults in other
agreements. If this were to occur, it is possible that the borrower's
ability to repay our loan would be jeopardized.
- SMALL AND MEDIUM SIZED BUSINESSES ARE MORE LIKELY TO BE DEPENDENT ON ONE
OR TWO PERSONS. Typically, the success of a small or medium sized business
also depends on the management talents and efforts of one or two persons
or a small group of persons. The death, disability or resignation of one
or more of these persons could have a material adverse impact on our
borrower and, in turn, on us.
- SMALL AND MEDIUM SIZED BUSINESSES ARE LIKELY TO HAVE GREATER EXPOSURE TO
ECONOMIC DOWNTURNS THAN LARGER BUSINESSES. We expect that our borrowers
will have fewer resources than larger businesses and an economic downturn
is more likely to have a material adverse effect on them. If one of our
borrowers is adversely impacted by an economic downturn, its ability to
repay our loan would be diminished.
- SMALL AND MEDIUM SIZED BUSINESSES MAY HAVE LIMITED OPERATING HISTORIES.
While we intend to target stable companies with proven track records, we
may make loans to new companies that meet our other investment criteria.
Borrowers with limited operating histories will be exposed to all of the
operating risks that new businesses face and may be particularly
susceptible to, among other risks, market downturns, competitive pressures
and the departure of key executive officers.
WE HAVE BEEN AND MAY CONTINUE TO BE NEGATIVELY IMPACTED BY THE SEPTEMBER 11,
2001 TERRORIST ATTACKS ON THE UNITED STATES.
On September 11, 2001, the United States was attacked by terrorists using
hijacked commercial airplanes. Following these attacks, there have been numerous
threats of further terrorist actions within the United States and the initiation
of military response by the United States in Afghanistan. The subsequent
economic decline in the wake of these events has contributed to a delay in our
consummation of some prospective loans. While it is too early to predict what
long-term effects these events will have on our business, it is possible that
there will be a continued decline in economic activity due to, among other
things, the public's fears regarding additional acts of terrorism and
uncertainty surrounding the duration and magnitude of the military response by
the United States. This
15
uncertain economic environment could further delay the consummation of our
prospective loans and could have a direct or indirect negative impact on our
current and prospective portfolio companies and, as a result, our financial
position or results of operations in the future.
WE MAY NOT REALIZE GAINS FROM OUR EQUITY INVESTMENTS.
When we make a subordinated loan, we generally expect to receive warrants to
purchase stock issued by the borrower. Our goal is to ultimately dispose of
these equity interests and realize gains upon our disposition of such interests.
We expect that, over time, the gains we realize on these warrants will offset
any losses we experience on loan defaults. However, the warrants we receive may
not appreciate in value and, in fact, may decline in value. Accordingly, we may
not be able to realize gains from our equity interests and any gains we do
recognize on the disposition of equity interests may not be sufficient to offset
losses we experience on our loan portfolio.
BECAUSE THE LOANS WE MAKE AND EQUITY SECURITIES WE RECEIVE WHEN WE MAKE LOANS
ARE NOT PUBLICLY TRADED, THERE WILL BE UNCERTAINTY REGARDING THE VALUE OF OUR
PRIVATELY HELD SECURITIES THAT COULD ADVERSELY AFFECT OUR DETERMINATION OF OUR
NET ASSET VALUE.
None of our portfolio loans or equity securities, at least initially, will
be publicly traded or have a readily determinable market value. We will value
these securities based on a determination of their fair value made in good faith
by management and approved by our board of directors. Due to the uncertainty
inherent in valuing these securities, our determinations of fair value may
differ materially from the values that would exist if a ready market for these
securities existed. Our net asset value could be materially affected if our
determinations regarding the fair value of our investments are materially
different from the values that we ultimately realize on our disposal of such
securities.
THE LACK OF LIQUIDITY OF OUR PRIVATELY HELD SECURITIES MAY ADVERSELY AFFECT OUR
BUSINESS.
Most of our investments will consist of loans and warrants acquired in
private transactions directly from borrowers or from the originators of loans to
such borrowers. Substantially all of these securities will be subject to
restrictions on resale, including, in some instances, legal restrictions, or
will otherwise be less liquid than publicly traded securities. The illiquidity
of our investments may make it difficult for us to obtain cash equal to the
value at which we record our investments if the need arises. This could cause us
to miss important business opportunities. In addition, if we are required to
quickly liquidate all or a portion of our portfolio, we may realize
significantly less than the value at which we have previously recorded our
investments.
OUR PORTFOLIO WILL BE CONCENTRATED IN A LIMITED NUMBER OF COMPANIES AND
INDUSTRIES, WHICH SUBJECTS US TO AN INCREASED RISK OF SIGNIFICANT LOSS IF ANY
ONE OF THESE COMPANIES DOES NOT REPAY US OR IF THE INDUSTRIES EXPERIENCE
DOWNTURNS.
We intend to have outstanding loans to approximately 20 to 40 companies at
any given time. A consequence of a limited number of investments is that the
aggregate returns we realize may be substantially adversely affected by the
unfavorable performance of a small number of such loans or a substantial
writedown of any one investment. Beyond our regulatory and income tax
diversification requirements, we do not have fixed guidelines for industry
diversification and our investments could potentially be concentrated in
relatively few industries. In addition, while we do not intend to invest 25% or
more of our total assets in a particular industry or group of industries at the
time of investment, it is possible that as the values of our portfolio companies
change, one industry or a group of industries may comprise in excess of 25% of
the value of our total assets. As a result, a downturn in an industry in which
we have made multiple loans could have a materially adverse effect on us.
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OUR BUSINESS PLAN IS DEPENDENT UPON EXTERNAL FINANCING WHICH MAY EXPOSE US TO
RISKS ASSOCIATED WITH LEVERAGE.
Our business will require a substantial amount of cash to operate. We may
acquire such additional capital from the following sources:
- SENIOR SECURITIES. We intend to issue debt securities, other evidences of
indebtedness and possibly preferred stock, up to the maximum amount
permitted by the 1940 Act. The 1940 Act currently permits us, as a
business development company, to issue debt securities and preferred
stock, to which we refer collectively as senior securities, in amounts
such that our asset coverage, as defined in the 1940 Act, is at least 200%
after each issuance of senior securities. As a result of issuing senior
securities, we will be exposed to the risks associated with leverage.
Although borrowing money for investments increases the potential for gain,
it also increases the risk of a loss. A decrease in the value of our
investments will have a greater impact on the value of our common stock if
we borrow money to make investments. There is a possibility that the costs
of borrowing could exceed the income we receive on the investments we make
with such borrowed funds. In addition, our ability to pay dividends or
incur additional indebtedness would be restricted if asset coverage is not
at least twice our indebtedness. If the value of our assets declines, we
might be unable to satisfy that test. If this happens, we may be required
to liquidate a portion of our loan portfolio and repay a portion of our
indebtedness at a time when a sale may be disadvantageous. Furthermore,
any amounts that we use to service our indebtedness will not be available
for distributions to our stockholders.
- COMMON STOCK. Because we are constrained in our ability to issue debt for
the reasons given above, we are dependent on the issuance of equity as a
financing source. If we raise additional funds by issuing more common
stock or debt securities convertible into or exchangeable for our common
stock, the percentage ownership of our stockholders at the time of the
issuance would decrease and they may experience additional dilution. In
addition, any convertible or exchangeable securities that we issue in the
future may have rights, preferences and privileges more favorable than
those of our common stock.
- SECURITIZATION. In addition to issuing securities to raise capital as
described above, we anticipate that in the future we will securitize our
loans to generate cash for funding new investments. An inability to
successfully securitize our loan portfolio could limit our ability to grow
our business, fully execute our business strategy and impact our
profitability. Moreover, successful securitization of our loan portfolio
might expose us to losses as the loans in which we do not plan to sell
interests will be those that are riskier and more apt to generate losses.
A CHANGE IN INTEREST RATES MAY ADVERSELY AFFECT OUR PROFITABILITY AND OUR
HEDGING STRATEGY MAY EXPOSE US TO ADDITIONAL RISKS.
A portion of our income will depend upon the difference between the rate at
which we borrow funds and the rate at which we loan these funds. We anticipate
using a combination of equity and long-term and short-term borrowings to finance
our lending activities. Certain of our borrowings may be at fixed rates and
others at variable rates. Currently, we expect approximately 50% of the loans in
our portfolio to be at fixed rates and approximately 50% to be at variable rates
determined on the basis of a benchmark prime rate. We will typically seek to
hedge against the risk of adverse movement in interest rates on our borrowings
relative to our portfolio of assets. We expect to hedge against interest rate
fluctuations by using standard hedging instruments such as futures, options and
forward contracts. While hedging activities may insulate us against adverse
fluctuations in interest rates, they may also limit our ability to participate
in the benefits of lower interest rates with respect to the hedged portfolio.
Adverse developments resulting from changes in interest rates or hedging
transactions could have a material adverse effect on our business, financial
condition and results of operations.
17
WE MAY BE UNABLE TO OBTAIN A CREDIT FACILITY ON TERMS THAT ARE ACCEPTABLE TO US.
We will have a continuing need for capital to finance our loans. In order to
maintain RIC status, we will be required to distribute to our stockholders at
least 90% of our ordinary income and short-term capital gains on an annual
basis. Accordingly, such earnings will not be available to fund additional
loans. Therefore, we will need to raise additional capital which we expect to
finance through a credit facility. A credit facility is an agreement with a bank
or other traditional lending institution that would allow us to borrow funds,
either through a term loan or a line of credit, to make investments. We can not
assure you that we will be able to obtain a credit facility on terms that we
find acceptable, if at all. The unavailability of funds from commercial banks or
other sources on favorable terms could inhibit the growth of our business and
have a material adverse effect on us.
OUR EXPECTED CREDIT FACILITY WILL LIKELY IMPOSE CERTAIN LIMITATIONS ON US.
While there can be no assurance that we will be able to borrow from banks
and other financial institutions, we expect that we will at some time in the
future obtain a credit facility. The lender or lenders under this credit
facility will have fixed dollar claims on our assets that are senior to the
claims of our stockholders and, thus, will have a preference over our
stockholders with respect to our assets. We also expect our credit facility to
contain customary default provisions such as a minimum net worth amount, a
profitability test, a restriction on changing our business and loan quality
standards. An event of default under our expected credit facility would likely
result, among other things, in termination of further funds available under that
facility and an accelerated maturity date for all amounts outstanding under the
facility. This would likely disrupt the portfolio companies whose loans we
financed through the facility, could reduce our revenues and, by delaying any
cash payment allowed to us under our facility until the lender has been paid in
full, could reduce our liquidity and cash flow.
OUR INVESTMENTS WILL TYPICALLY BE LONG TERM AND IT MAY REQUIRE SEVERAL YEARS TO
REALIZE LIQUIDATION EVENTS.
Since we generally intend to make five to seven year term loans and to hold
our loans and related warrants until the loans mature, you should not expect
realization events, if any, to occur over the near term. In addition, we expect
that our warrants may require several years to appreciate in value and we cannot
give any assurance that such appreciation will occur.
WE WILL BE SUBJECT TO CORPORATE LEVEL TAX IF WE ARE UNABLE TO SATISFY INTERNAL
REVENUE CODE REQUIREMENTS FOR RIC QUALIFICATION.
To maintain our qualification as a RIC, we must meet income source, asset
diversification and annual distribution requirements. The annual distribution
requirement is satisfied if we distribute at least 90% of our ordinary income
and short-term capital gains to our stockholders on an annual basis. Because we
intend to use leverage, we are subject to certain asset coverage ratio
requirements under the 1940 Act and could, under certain circumstances, be
restricted from making distributions necessary to qualify as a RIC. Warrants we
receive with respect to debt investments will create "original issue discount,"
which we must recognize as ordinary income, increasing the amounts we are
required to distribute to maintain RIC status. Because such warrants will not
produce distributable cash for us at the same time as we are required to make
distributions in respect of the related original issue discount, we will need to
use cash from other sources to satisfy such distribution requirements. The asset
diversification requirements must be met at the end of each calendar quarter. If
we fail to meet these tests, we may need to quickly dispose of certain
investments to prevent the loss of RIC status. Since most of our investments
will be illiquid, such dispositions, if even possible, may not be made at prices
advantageous to us and, in fact, may result in substantial losses. If we fail to
qualify as a RIC for any reason and become fully subject to corporate income
tax, the resulting corporate taxes could substantially reduce our net assets,
the amount of income available for distribution, and the actual
18
amount distributed. Such a failure would have a material adverse effect on us
and our shares. For additional information regarding asset coverage ratio and
RIC requirements, see "Business--Leverage," and "Business--Regulation."
THERE ARE SIGNIFICANT POTENTIAL CONFLICTS OF INTEREST WHICH COULD IMPACT OUR
INVESTMENT RETURNS.
Our executive officers and directors may serve as officers and directors of
entities that operate in the same line of business as we do. Accordingly, they
may have obligations to investors in those entities, the fulfillment of which
might not be in the best interests of us or our stockholders. It is possible
that new investment opportunities that meet our investment objectives may come
to the attention of one of our executive officers or directors, such as
Mr. Gladstone, in his role as an officer or director of another entity, and, if
so, such opportunity might not be offered, or otherwise made available, to us.
CHANGES IN LAWS OR REGULATIONS GOVERNING OUR OPERATIONS MAY ADVERSELY AFFECT OUR
BUSINESS.
We and our portfolio companies will be subject to regulation by laws at the
local, state and federal level. These laws and regulations, as well as their
interpretation, may be changed from time to time. Accordingly, any change in
these laws or regulations could have a material adverse impact on our business.
For additional information regarding the regulations to which we are subject,
see "Business--Regulation."
WE MAY EXPERIENCE FLUCTUATION IN OUR QUARTERLY RESULTS.
We could experience fluctuations in our quarterly operating results due to a
number of factors including, among others, variations in and the timing of the
recognition of realized and unrealized gains or losses, the degree to which we
encounter competition in our markets and general economic conditions. As a
result of these factors, results for any period should not be relied upon as
being indicative of performance in future periods.
THERE IS A RISK THAT YOU MAY NOT RECEIVE DIVIDENDS OR THAT OUR DIVIDENDS MAY NOT
GROW OVER TIME.
Our current intention is to distribute at least 90% of our ordinary income
and short-term capital gains to our stockholders on a quarterly basis. We expect
to retain net realized long-term capital gains to supplement our equity capital
and support the growth of our portfolio, although our board of directors may
determine in certain cases to distribute these gains. We cannot assure you that
we will achieve investment results or maintain a tax status that will allow or
require any specified level of cash distributions or year-to-year increases in
cash distributions.
PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS COULD DETER TAKEOVER
ATTEMPTS AND ADVERSELY IMPACT THE PRICE OF OUR COMMON STOCK.
Our articles of incorporation and bylaws and the Maryland General
Corporation Law contain provisions that may have the effect of discouraging,
delaying or making more difficult a change in control and preventing the removal
of incumbent directors. The existence of these provisions may negatively impact
the price of our common stock and may discourage third-party bids. These
provisions may reduce any premiums paid to you for shares of our common stock.
Furthermore, we are subject to Section 3-602 of the Maryland General Corporation
Law which governs business combinations with interested stockholders and could
delay or prevent a change in control. In addition, our board of directors will
be elected in staggered terms which will make it more difficult for a hostile
bidder to acquire control of us.
19
THE MARKET PRICE OF OUR COMMON STOCK MAY FLUCTUATE SIGNIFICANTLY.
The market price and marketability of shares of our common stock may from
time to time be significantly affected by numerous factors, including many over
which we have no control and that may not be directly related to us. These
factors include the following:
- price and volume fluctuations in the stock market from time to time, which
are often unrelated to the operating performance of particular companies;
- significant volatility in the market price and trading volume of
securities of RICs, business development companies or other companies in
our sector, which is not necessarily related to the operating performance
of these companies;
- changes in regulatory policies or tax guidelines, particularly with
respect to RICs or business development companies;
- loss of RIC status;
- changes in earnings or variations in operating results;
- changes in the value of our portfolio of investments;
- any shortfall in revenue or net income or any increase in losses from
levels expected by securities analysts;
- departure of key personnel;
- operating performance of companies comparable to us;
- general economic trends and other external factors; and
- loss of a major funding source.
Fluctuations in the trading price of our common stock may adversely affect
the liquidity of the trading market for our common stock and, if we seek to
raise capital through future equity financings, our ability to raise such equity
capital.
SHARES OF CLOSED-END INVESTMENT COMPANIES FREQUENTLY TRADE AT A DISCOUNT FROM
NET ASSET VALUE.
Shares of closed-end investment companies frequently trade at a discount
from net asset value. This characteristic of shares of closed-end investment
companies is separate and distinct from the risk that our net asset value per
share will decline. It is not possible to predict whether the shares of our
common stock will trade at, above, or below net asset value.
SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK IN THE PUBLIC MARKET MAY HAVE
AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK.
We currently have 10,060,208 shares of common stock outstanding. Sales of
substantial amounts of our common stock in the public market, pursuant to
Rule 144 of the Securities Act or otherwise, or the availability of such shares
for sale, could adversely affect the prevailing market prices for our common
stock. If this occurs, it could impair our ability to raise additional capital
through the sale of equity securities should we desire to do so.
ITEM 2. PROPERTIES
We do not own any real estate or other physical properties materially
important to our operation. Our headquarters are located in McLean, Virginia
where we occupy our office space pursuant to a license agreement which has a
term of one year, with an option to extend the license for a second year.
20
ITEM 3. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceeding, nor, to our
knowledge, is any material legal proceeding threatened against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended September 30, 2001.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is traded on the Nasdaq National Market under the symbol
"GLAD." We completed our initial public offering of our common stock in
August 2001 at a price of $15 per share. Prior to such date there was no public
market for our common stock.
The following table reflects, by quarter, the high and low closing prices
per share of our common stock on the Nasdaq National Market for the fiscal year
ended September 30, 2001.
QUARTER
ENDED HIGH LOW
- --------------------- -------- --------
09/30/01* $17.48 $15.98
- ------------------------------
* Our common stock commenced trading on the Nasdaq National Market on
August 24, 2001
As of December 19, 2001, there were approximately 5000 beneficial owners of
our Common Stock.
We currently intend to distribute in the form of cash dividends a minimum of
90% of our ordinary income and short-term capital gains, if any, on a quarterly
basis to our stockholders. On December 10, 2001, we declared a quarterly cash
dividend of $0.18 per share on our common stock. This dividend is payable on
January 15, 2002 to stockholders of record as of December 31, 2001. The
following table reflects, by quarter, the dividends we have declared on our
common stock:
QUARTER CASH DIVIDEND
ENDED PER SHARE
-------- -------------
FY 2001.............................................. 06/30/01 NONE
09/30/01 NONE
FY 2002.............................................. 12/31/01 $0.18
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data as of September 30, 2001 has been
derived from our consolidated financial statements which have been audited by
Ernst & Young LLP, independent accountants. The data should be read in
conjunction with our consolidated financial statements and
21
notes thereto and "Management's discussion and analysis of financial condition
and results of operations" included elsewhere in this report.
PERIOD FROM INCEPTION (MAY 30, 2001)
THROUGH SEPTEMBER 30, 2001
-------------------------------------
STATEMENT OF OPERATIONS DATA:
Net operating loss.......................................... $92,644
Basic and diluted net loss per share........................ $ (0.03)
SEPTEMBER 30, 2001
---------------------------
BALANCE SHEET DATA:
Total assets................................................ $132,205,486
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES
THERETO CONTAINED ELSEWHERE IN THIS REPORT.
OVERVIEW
We were incorporated under the General Corporation Laws of the State of
Maryland on May 30, 2001. Our investment objectives are to achieve a high level
of current income by investing in debt securities, consisting primarily of
senior notes, senior subordinated notes and junior subordinated notes, of
established private businesses that are backed by leveraged buyout funds,
venture capital funds or others, with a particular emphasis on senior
subordinated notes. In addition, we may acquire existing loans that meet this
profile from leveraged buyout funds, venture capital funds and others. We will
also seek to provide our stockholders with long-term capital growth through the
appreciation in the value of warrants or other equity instruments that we may
receive when we make loans. We operate as a closed-end, non-diversified
management investment company, and have elected to be treated as a business
development company under the 1940 Act.
We seek out small and medium sized businesses that meet certain criteria,
including (1) the potential for growth in cash flow, (2) adequate assets for
loan collateral, (3) experienced management teams with significant ownership
interest in the borrower, (4) profitable operations based on the borrower's cash
flow, (5) reasonable capitalization of the borrower (usually by leveraged buyout
funds or venture capital funds), and (6) the potential to realize appreciation
and gain liquidity in our equity position. We anticipate that this liquidity
will be achieved through a merger or acquisition of the borrower, a public
offering by the borrower or by exercise of our right to require the borrower to
buy back its warrants. We expect to make loans to borrowers that need funds to
finance growth, restructure their balance sheets or effect a change of control.
As a business development company, we make available significant managerial
assistance to our portfolio companies. Such assistance will typically involve
closely monitoring the operations of each company, participating in its board
and management meetings, being available for consultation with its officers and
providing organizational and financial guidance.
We expect that our loans typically will range from $5 million to
$15 million, mature in no more than seven years and accrue interest at a fixed
rate or an annualized variable rate that exceeds the prime rate. We also expect
that most if not all of the debt securities we acquire will be unrated. To the
extent possible, our loans generally will be collateralized by a security
interest in the borrower's assets. Interest payments will generally be made
monthly or quarterly with amortization of principal generally being deferred for
several years. The principal amount of the loans and any accrued but unpaid
interest
22
will generally become due at maturity at five to seven years. We will focus on
making loans accompanied by warrants to purchase stock in the borrowers. These
warrants will typically have a nominal exercise price and entitle us to purchase
a modest percentage of the borrower's stock.
To date, we have made two investments for a total of $27 million. In
addition, we are earnestly working toward the consummation of more investments.
These prospective loans are subject to, among other things, the satisfactory
completion of our due diligence investigation of each borrower, acceptance of
terms and structure and necessary consents. With respect to each prospective
loan, we will only agree to provide the loan if, among other things, the results
of our due diligence investigations are satisfactory, the terms and conditions
of the loan are acceptable and all necessary consents are received. Our
management has initiated its due diligence investigations of the potential
borrowers, however we can not assure you that we will not discover facts in the
course of completing our due diligence that would render a particular investment
imprudent or that any of these loans will actually be made.
We initially expected that it would take approximately one year to
substantially fully invest the proceeds from our initial public offering.
However, the terrorist attacks on the United States on September 11, 2001 and
the ensuing economic uncertainty have resulted in a delay in the rate at which
we have been able to enter into loans. We anticipate that we are approximately
forty-five days behind our original schedule for closing loans.
RESULTS OF OPERATIONS
OPERATING INCOME
Operating income for the period from inception (May 30, 2001) through
September 30, 2001 was approximately $395,000. This amount consisted of
approximately $350,000 in interest income from our invested cash and cash
equivalents and approximately $45,000 in interest income from loans to our
employees in connection with the exercise of employee stock options. The
interest on invested cash and cash equivalents primarily reflects the interest
we received on the investment of the proceeds of our initial public offering in
short-term investment grade securities from August 29, 2001 through
September 30, 2001. As we invest the proceeds of our initial public offering in
debt securities of private companies, we will begin to generate income from
these debt securities, which we anticipate will be at interest rates
significantly greater than the rates that we are currently receiving on our
deposited cash and cash equivalents. We will also receive income from
origination fees that we expect to receive when we purchase such debt
securities. As we acquire debt securities, we expect that income from invested
cash and cash equivalents will decline as a percentage of total revenue and that
interest income from debt securities will increase and become our predominant
source of revenue.
OPERATING EXPENSES
Operating expenses for the period from inception through September 30, 2001
was approximately $487,000. This amount consisted primarily of salaries and
benefits, professional fees, organizational expenses, general and administrative
expenses, directors fees and travel expenses. Salaries and benefits consisted of
approximately $229,000 during the period from inception through September 30,
2001. We expect salaries and benefits to increase as we hire additional loan
officers.
The remainder of the operating expenses incurred for the period from
inception through September 30, 2001, consisted of approximately $72,000 in
professional fees, $65,000 in organizational expenses, $47,000 in general and
administrative expenses, $38,000 in directors fees and $33,000 in travel
expenses. Because these operating expenses were incurred in connection with the
organization of the company and the commencement of operations, we believe that
this level of operating expenses is not necessarily indicative of our future
operating expenses. We estimate that over time, as we begin to
23
more fully deploy the proceeds of our initial public offering, our operating
expenses will be approximately two percent of our net assets.
NET OPERATING LOSS
As a result of the operating income and operating expenses described above,
we incurred a net operating loss of approximately $93,000 for the period from
inception through September 30, 2001. Based on a weighted-average of 3,219,525
shares outstanding, our net operating loss per common share for the period from
inception through September 30, 2001 was $(0.03), basic and fully-diluted.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2001, we had no investments in portfolio securities of any
companies and had approximately $132 million of total assets. Subsequently, on
November 6, 2001, we made a senior subordinated loan of $10.5 million to Finn
Corporation, a designer, manufacturer and marketer of landscape and erosion
control equipment. The loan carries an interest rate of 13%. In connection with
the loan, we received warrants to purchase 33,000 shares of common stock in
Finn, exercisable at $7.50 per share. The loan matures on February 1, 2006.
On December 17, 2001, we closed our second investment, which consisted of
two separate loans, in an aggregate principal amount of $16.5 million, to Marcal
Paper Mills, Inc., a manufacturer and supplier of towel, tissue and napkin
products in the northeast United States. This investment was part of a larger
recapitalization of Marcal that consisted of four tranches of debt: a senior
loan, a senior subordinated loan, a junior subordinated loan and a first
mortgage loan facility. We provided a senior subordinated loan in the amount of
$7.5 million, which is half of the total $15 million senior subordinated
tranche. The senior subordinated loan has a term of five years and carries an
interest rate of 13%. We also provided $9 million of the first mortgage
facility, which is half of the total $18 million first mortgage tranche. The
first mortgage facility has a term of five years and carries a 17% interest
rate.
Net cash provided by financing activities was approximately $133,000,000 for
the period from inception through September 30, 2001. These amounts consisted
primarily of the proceeds from our initial public offering, which closed on
August 29, 2001. Cash used by operating activities during the period from
inception through September 30, 2001 consisting primarily of the items described
in "Results of Operations," was approximately $76,000.
In order to qualify as a regulated investment company and to avoid corporate
level tax on the income we distribute to our stockholders, we are required,
under Subchapter M of the Internal Revenue Code, to distribute at least 90% of
our ordinary income and short-term capital gains to our stockholders on an
annual basis. In accordance with these requirements, on December 10, 2001, we
declared a quarterly cash dividend of $0.18 per share on our common stock, such
dividend payable on January 15, 2002 to stockholders of record as of
December 31, 2001.
We anticipate borrowing funds to obtain additional capital once the proceeds
of our initial public offering have been fully invested. We also intend to
pursue a strategy of securitizing our loan portfolio in approximately two years.
We would use the cash we receive upon the sale of interests in our loans to
repay bank borrowings and make additional loans. We can not assure you that this
securitization strategy will be successful.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including changes in interest
rates. We expect that approximately 50% of the loans in our portfolio will be
made at fixed rates, with approximately 50%
24
made at variable rates. To date, we have made investments and substantially all
of the remainder of our assets are invested in money market instruments.
We also expect to borrow funds to finance future lending activities after we
have substantially fully invested the proceeds of our initial public offering.
These future borrowings may be at fixed rates or variable rates. To date, we
have not yet borrowed any funds.
We expect to hedge against interest rate fluctuations in the future by using
standard hedging instruments such as futures, options and forward contracts.
While hedging activities may insulate us against adverse fluctuations in
interest rates, they may also limit our ability to participate in the benefits
of lower interest rates with respect to our portfolio of investments.
25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
--------------------
Report of Independent Auditors.............................. 27
Consolidated Balance Sheets as of September 30, 2001 and
May 30, 2001 (inception).................................. 28
Consolidated Statement of Operations for the period from
May 30, 2001 (inception) through September 30, 2001....... 29
Consolidated Statement of Stockholders Equity for the period
from May 30, 2001 (inception) through September 30,
2001...................................................... 30
Consolidated Statement of Cash Flows for the period from
May 30, 2001 (inception) through September 30, 2001....... 31
Notes to Financial Statements............................... 32
26
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Stockholders
Gladstone Capital Corporation
We have audited the accompanying consolidated balance sheets of Gladstone
Capital Corporation at September 30 and May 30, 2001 (inception), and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the period from May 30, 2001 (inception) through September 30, 2001.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Gladstone
Capital Corporation at September 30 and May 30, 2001 (inception), and the
consolidated results of its operations and its cash flows for the period from
May 30, 2001 (inception) through September 30, 2001, in conformity with
accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
McLean, Virginia
November 29, 2001
27
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 AND MAY 30, 2001 (INCEPTION)
ASSETS
SEPTEMBER 30, MAY 30,
2001 2001
------------- --------
ASSETS
Cash and cash equivalents................................. $131,824,080 $ --
Interest receivable....................................... 34,544 --
Interest receivable--officers............................. 45,355 --
Stock subscription receivable............................. -- 652,631
Prepaid assets............................................ 166,250 --
Other assets.............................................. 135,257 --
------------ --------
TOTAL ASSETS................................................ $132,205,486 $652,631
============ ========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accrued offering costs.................................... $ 590,382 $ --
Accrued expenses, deferred liabilities and other.......... 365,960 --
------------ --------
Total Liabilities....................................... 956,342 --
------------ --------
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 50,000,000 and 10,000,000
shares authorized, respectively, and 10,060,178 and
43,508 shares issued and outstanding, respectively...... 10,060 44
Capital in excess of par value............................ 140,131,778 652,587
Notes receivable--officers................................ (8,800,050) --
Net realized loss......................................... (92,644) --
------------ --------
Total Stockholders' Equity.............................. 131,249,144 652,631
------------ --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $132,205,486 $652,631
============ ========
SEE ACCOMPANYING NOTES.
28
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD MAY 30, 2001 (INCEPTION) THROUGH SEPTEMBER 30, 2001
OPERATING INCOME
Interest income--cash and cash equivalents................ $ 349,500
Interest income--officer loans............................ 45,355
----------
Total Operating Income.................................. 394,855
----------
OPERATING EXPENSES
Salaries and benefits..................................... 229,379
Rent...................................................... 3,306
Travel.................................................... 33,287
Professional fees......................................... 72,088
Directors fees............................................ 38,000
Organizational expenses................................... 64,803
General and administrative................................ 46,636
----------
Total Operating Expenses................................ 487,499
----------
NET OPERATING LOSS.......................................... (92,644)
==========
NET DECREASE IN STOCKHOLDERS' EQUITY RESULTING FROM
OPERATIONS................................................ $ (92,644)
==========
- ------------------------------------------------------------------------
Net operating loss per common share:
Basic and Diluted......................................... $ (0.03)
Weighted average shares of common stock outstanding:
Basic and Diluted......................................... 3,219,525
SEE ACCOMPANYING NOTES.
29
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD MAY 30, 2001 (INCEPTION) THROUGH SEPTEMBER 30, 2001
NOTES
RECEIVABLE
COMMON STOCK CAPITAL IN FROM SALE OF NET TOTAL
--------------------- EXCESS OF COMMON REALIZED STOCKHOLDERS'
SHARES AMOUNT PAR VALUE STOCK LOSS EQUITY
---------- -------- ------------ ------------ --------- -------------
Balance at May 30, 2001
(Inception)............... 43,508 $ 44 $ 652,587 $ -- $ -- $ 652,631
Issuance of Common Stock In
Public Offering (net of
offering costs of
$10,760,843).............. 9,430,000 9,430 130,679,727 -- -- 130,689,157
Issuance of Common Stock
Under Stock Option Plan... 586,670 586 8,799,464 (8,800,050) -- --
Net Decrease in
Stockholders' Equity
Resulting from
Operations................ -- -- -- -- (92,644) (92,644)
---------- ------- ------------ ----------- -------- ------------
Balance at September 30,
2001...................... 10,060,178 $10,060 $140,131,778 $(8,800,050) $(92,644) $131,249,144
========== ======= ============ =========== ======== ============
SEE ACCOMPANYING NOTES.
30
GLADSTONE CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 30, 2001 (INCEPTION) THROUGH SEPTEMBER 30, 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net decrease in stockholders' equity resulting from
operations.............................................. $ (92,644)
Adjustments to reconcile net decrease in stockholders'
equity resulting from operations to net cash provided by
operating activities:
Depreciation.......................................... 265
Increase in interest receivable....................... (79,899)
Increase in other assets.............................. (103,728)
Increase in accrued expenses, deferred liabilities and
other liabilities................................... 365,960
Increase in prepaid assets............................ (166,250)
------------
Net Cash Used by Operating Activities............... (76,296)
------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment....................... (31,794)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from the issuances of common stock........... 132,341,788
Increase in accrued offering costs........................ 590,382
------------
Net Cash Provided by Financing Activities........... 132,932,170
------------
NET INCREASE IN CASH AND CASH EQUIVALENTS................... 131,824,080
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............. --
------------
CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $131,824,080
============
NON-CASH FINANCING ACTIVITIES
Notes receivable issued in exchange for common stock...... $ 8,800,050
============
SEE ACCOMPANYING NOTES.
31
GLADSTONE CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
NOTE 1. ORGANIZATION
Gladstone Capital Corporation (Company) was incorporated under the General
Corporation Laws of the State of Maryland on May 30, 2001 as a closed-end
investment company. The Company has elected to be treated as a business
development company under the Investment Company Act of 1940, as amended. In
addition, the Company has elected to be treated for tax purposes as a regulated
investment company, or RIC, under the Internal Revenue Code of 1986, as amended.
The Company's investment objectives are to achieve a high level of current
income by investing in debt and equity securities of established private
businesses.
Gladstone Advisers, Inc. (Advisers), a wholly-owned subsidiary, conducts the
daily administrative operations of the Company.
On August 29, 2001, the Company closed its initial public offering and sold
9,430,000 shares of its common stock at $15.00 per share less an underwriting
discount of $1.05 per share and offering expenses of $859,343 for total net
proceeds to the Company of $130,689,157.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary. All significant intercompany
balances and transactions have been eliminated.
USE OF ESTIMATES
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States that require
management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results may differ from
those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of demand deposits and highly liquid
investments with original maturities of three months or less. Cash and cash
equivalents are carried at cost which approximates fair value.
INTEREST INCOME RECOGNITION
Interest income is recorded on the accrual basis to the extent that such
amounts are expected to be collected.
FEDERAL INCOME TAXES
The Company operates so as to qualify to be taxed as a RIC under the
Internal Revenue Code. Generally, a RIC is entitled to deduct dividends it pays
to its stockholders from its income to determine "taxable income." The Company
intends to distribute sufficient dividends to eliminate taxable income.
PROPERTY AND EQUIPMENT
Property and equipment are carried at cost and are depreciated using the
straight-line method over the estimated useful lives of the related assets
ranging from three to seven years.
32
GLADSTONE CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
MANAGEMENT FEES
The Company is self-managed and therefore does not incur management fees
payable to third parties.
CONCENTRATION OF CREDIT RISK
The Company places its cash and cash equivalents with financial institutions
and, at times, cash held in checking accounts may exceed the Federal Deposit
Insurance Corporation insured limit.
NOTE 3. STOCK OPTION PLAN
The Company applies APB No. 25, "Accounting for Stock Issued to Employees"
(APB 25), and related interpretations in accounting for its stock-based
compensation plan. In accordance with SFAS 123, "Accounting for Stock-Based
Compensation" (SFAS 123), the Company elected to apply the provisions of APB 25
and provide pro forma disclosure of the Company's net operating loss resulting
from operations calculated as if compensation costs were computed in accordance
with SFAS 123. Effective July 23, 2001, the Company adopted the Amended and
Restated 2001 Equity Incentive Plan (2001 Plan). The Company has authorized
1,500,000 shares of capital stock for the issuance of options under the 2001
Plan to employees and directors. Options granted under the 2001 Plan may be
exercised for a period of no more than ten years from the date of grant. Unless
sooner terminated by the Company's board of directors, the 2001 Plan will
terminate on June 1, 2011 and no additional awards may be made under the 2001
Plan after that date. Only employees of the Company and its subsidiaries are
eligible to receive incentive stock options and both employees and non-employee
directors are eligible to receive nonstatutory stock options under the 2001
Plan. Options granted may be exercised for a period of no more than ten years
from the date of grant.
Options granted under the 2001 Plan may be either incentive stock options or
nonstatutory stock options. Half of the options granted during the period ended
September 30, 2001 vested immediately and the other half vest in one year from
the date of the grant.
PERIOD ENDED SEPTEMBER 30, 2001
- ------------ ------------------
Net operating loss
As reported............................................... $ (92,644)
Pro forma................................................. $(1,826,984)
The effects of applying SFAS 123 for providing pro forma disclosures are not
likely to be representative of the effects on reported net operating income and
net (decrease) increase in stockholders' equity resulting from operations for
future years.
For options granted during the period ended September 30, 2001, the Company
estimated a fair value per option on the date of grant of $2.51 using a
Black-Scholes option-pricing model and the following assumptions; dividend yield
6.00%, risk-free interest rate 4.60%, expected volatility factor 0.324, and
expected lives of the options of 3 years.
33
GLADSTONE CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 3. STOCK OPTION PLAN (CONTINUED)
A summary of the status of the Company's stock option plans as of and for
the period ended September 30, 2001 is as follows:
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
---------- --------
Granted................................................. 1,250,000 $15.00
Exercised............................................... (586,670) $15.00
---------- ------
Options outstanding at September 30, 2001, of which
63,330 shares are exercisable......................... 663,330 $15.00
========== ======
During the period ended September 30, 2001, the Company issued 586,670
shares of common stock to employees of the Company, pursuant to option
exercises, in exchange for full recourse notes receivable totaling $8,800,050.
These transactions were executed pursuant to the Amended and Restated 2001
Equity Incentive Plan, which allows the Company to lend to its employees funds
to pay for the exercise of stock options. All loans made under this arrangement
are fully secured by the value of the common stock purchased. Interest is
charged and paid on such loans at the market rate as determined based on
individual financial positions.
NOTE 4. COMMITMENTS AND CONTINGENCIES
The Company occupies its office space pursuant to a license agreement. The
license is effective on November 1, 2001 and ends on October 31, 2002. The
Company has an option to extend the license until October 31, 2003. The future
payments under this license total $95,970.
NOTE 5. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings
per share for the period ended September 30, 2001:
Numerator for basic and diluted loss per share.............. $ (92,644)
Denominator for basic and diluted weighted average shares... 3,219,525
----------
Basic and diluted loss per common share..................... $ (0.03)
==========
Due to the Company's net operating loss, diluted loss per common share is
equal to basic loss per common share for the period ended September 30, 2001. As
a result, the incremental shares have an anti-dilutive effect for the period
ended September 30, 2001.
NOTE 6. RELATED PARTY TRANSACTIONS
The Company has provided loans to employees for the exercise of options
under the Amended and Restated 2001 Equity Incentive Plan. The loans require the
quarterly payment of interest at the market rate of interest in effect at the
date of issue, have varying terms not exceeding nine years and have been
recorded as a reduction of stockholders' equity. The loans are evidenced by full
recourse notes that are due upon maturity or 60 days following termination of
employment, and the shares of common stock purchased with the proceeds of the
loan are posted as collateral. During the period
34
GLADSTONE CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 2001
NOTE 6. RELATED PARTY TRANSACTIONS (CONTINUED)
ended September 30, 2001, the Company issued $8,800,050 in loans to seven
employees for the exercise of options. The Company recognized interest income
from these loans of $45,355 during the period ended September 30, 2001.
NOTE 7. INCOME TAXES
The Company intends to qualify for treatment as a regulated investment
company under Subchapter M of the Internal Revenue Code (the Code). As a
regulated investment company, the Company will not be subject to federal income
tax on the portion of its taxable income and gains distributed to stockholders.
To qualify as a regulated investment company, the Company is required to
distribute to its stockholders at least 90% of investment company taxable
income, as defined by the Code. The Company intends to distribute at least 90%
of its ordinary income and short-term capital gains on a quarterly basis. The
Company may, but does not currently intend to, pay out a return of capital.
NOTE 8. SELECTED QUARTERLY DATA (UNAUDITED)
PERIOD ENDED
SEPTEMBER 30, 2001
------------------------
PERIOD QUARTER
ENDED ENDED
JUNE 30, SEPTEMBER 30,
2001 2001
-------- -------------
Total Operating Income................................ $ -- $394,854
Net Operating Loss.................................... (39,400) (53,244)
Net Decrease in Stockholders'
Equity Resulting from Operations.................... (39,400) (53,244)
Basic loss per common share........................... (0.91) (0.01)
Diluted loss per common share......................... (0.91) (0.01)
NOTE 9. SUBSEQUENT EVENTS
INVESTMENTS
On November 6, 2001, the Company made a senior subordinated loan of
$10,500,000 to Finn Corporation at an interest rate of 13%. In connection with
the loan, the Company received warrants to purchase 33,000 shares of common
stock in Finn Corporation, exercisable at $7.50 per share.
On December 17, 2001, the Company made a $16,500,000 loan to Marcal
Corporation. This investment consisted of a $7,500,000 senior subordinated loan
at an interest rate of 13% and a $9,000,000 first mortgage loan facility at an
interest rate of 17%.
DIVIDENDS
On December 10, 2001, the Company declared a first quarter dividend of $0.18
per share on its common stock, payable on January 15, 2002 to record holders as
of December 31, 2001.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
35
PART III
We will file a definitive Proxy Statement with the Securities and Exchange
Commission, pursuant to Regulation 14A, not later than 120 days after the end of
our fiscal year. Accordingly, certain information required by Part III has been
omitted under General Instruction G(3) for Form 10-K. Only those sections of the
Proxy Statement that specifically address the items set forth herein are
incorporated by reference.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is hereby incorporated by reference from
our Proxy Statement for the 2002 Annual Meeting of Stockholders (the "2002 Proxy
Statement") under the captions "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance."
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated by reference from
our 2002 Proxy Statement under the caption "Compensation of Directors and
Executive Officers."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is hereby incorporated by reference from
our 2002 Proxy Statement under the caption "Security Ownership of Certain
Beneficial Owners and Management."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is hereby incorporated by reference from
our 2002 Proxy Statement under the caption "Certain Transactions."
36
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A. DOCUMENTS FILED AS PART OF THIS REPORT
1. The following financial statements are filed herewith:
PAGE
--------------------
Report of Independent Auditors.............................. 27
Consolidated Balance Sheets as of September 30, 2001 and
May 30, 2001 (inception).................................. 28
Consolidated Statement of Operations for the period from
May 30, 2001 (inception) through September 30, 2001....... 29
Consolidated Statement of Stockholders Equity for the period
from May 30, 2001 (inception) through September 30,
2001...................................................... 30
Consolidated Statement of Cash Flows for the period from
May 30, 2001 (inception) through September 30, 2001....... 31
Notes to Financial Statements............................... 32
2. Financial statement schedules
No financial statement schedules are filed herewith because (1) such
schedules are not required or (2) the information has been presented in the
aforementioned financial statements.
3. Exhibits
The following exhibits are filed as part of this report or hereby
incorporated by reference to exhibits previously filed with the Securities and
Exchange Commission:
3.1* Articles of Amendment and Restatement of the Articles of
Incorporation, incorporated by reference to Exhibit a.2 to
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-2 (File No. 333-63700), filed July 27, 2001.
3.2* By-laws, incorporated by reference to Exhibit b to
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-2 (File No. 333-63700), filed July 27, 2001.
4.1* Form of Direct Registration Transaction Advice for the
Company's common stock, par value $0.001 per share, the
rights of holders of which are defined in exhibits 3.1 and
3.2, incorporated by reference to Exhibit d to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-2
(File No. 333-63700), filed July 27, 2001.
4.2* Specimen Stock Certificate, incorporated by reference to
Exhibit d.2 to Pre-Effective Amendment No. 3 to the
Registration Statement on Form N-2 (File No. 333-63700),
filed August 23, 2001.
10.1* Employment Agreement, dated June 25, 2001, between the
Company and David Gladstone, incorporated by reference to
Exhibit k.2 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 (File No. 333-63700),
filed July 27, 2001.
10.2* Employment Agreement, dated July 23, 2001, between the
Company and Terry Lee Brubaker, incorporated by reference to
Exhibit k.3 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 (File No. 333-63700),
filed July 27, 2001.
10.3* Amendment to Employment Agreement, dated August 8, 2001,
between the Company and David Gladstone, incorporated by
reference to Exhibit k.4 to Pre-Effective Amendment No. 2
to the Registration Statement on Form N-2 (File
No. 333-63700), filed August 10, 2001.
37
10.4* Promissory Note of David Gladstone in favor of the Company,
dated August 23, 2001, filed with the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2001,
filed October 4, 2001.
10.5* Promissory Note of Terry Brubaker in favor of the Company,
dated August 23, 2001, filed with the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2001,
filed October 4, 2001.
10.6* Promissory Note of Harry Brill in favor of the Company,
dated August 23, 2001, filed with the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2001,
filed October 4, 2001.
10.7* Subscription Agreement dated May 30, 2001, incorporated by
reference to Exhibit p to the Registration Statement on
Form N-2 (File No. 333-63700), filed June 22, 2001.
10.8+ Facility Service License, dated November 1, 2001, between
the Company and Teqcorner, LLC.
10.9* Amended and Restated 2001 Equity Incentive Plan,
incorporated by reference to Exhibit i.1 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-2
(File No. 333-63700), filed July 27, 2001.
10.10* First Amendment to Amended and Restated 2001 Equity
Incentive Plan, incorporated by reference to Exhibit i.3 to
Pre-Effective Amendment No. 2 to the Registration Statement
on Form N-2 (File No. 333-63700), filed August 10, 2001.
10.11* Form of Stock Option Agreement, incorporated by reference to
Exhibit i.2 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-2 (File No. 333-63700),
filed July 27, 2001.
10.12* Form of Early Exercise Stock Purchase Agreement,
incorporated by reference to Exhibit i.4 to Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-2
(File No. 333-63700), filed August 23, 2001.
11+ Computation of Per Share Earnings (included in the notes to
the audited financial statements contained in this report).
21+ Subsidiaries of the Registrant.
- ------------------------
* Previously filed.
+ Filed 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.
B. REPORTS ON FORM 8-K
During the last fiscal quarter of the fiscal year ended September 30, 2001,
we did not file any reports on Form 8-K.
38
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: December 20, 2001 By: /s/ HARRY BRILL
-----------------------------------------
Harry Brill
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacity and on the dates indicated.
Date: December 20, 2001 By: /s/ DAVID GLADSTONE
-----------------------------------------
David Gladstone
Chief Executive Officer and Chairman of
the Board of Directors
(principal executive officer)
Date: December 20, 2001 By: /s/ TERRY LEE BRUBAKER
-----------------------------------------
Terry Lee Brubaker
President, Chief Operating Officer
and Director
Date: December 20, 2001 By: /s/ HARRY BRILL
-----------------------------------------
Harry Brill
Chief Financial Officer and Treasurer
(principal financial and
accounting officer)
Date: December 20, 2001 By: /s/ DAVID A.R. DULLUM
-----------------------------------------
David A.R. Dullum
Director
Date: December 20, 2001 By: /s/ GEORGE STELLJES, III
-----------------------------------------
George Stelljes, III
Director
Date: December 20, 2001 By: /s/ ANTHONY W. PARKER
-----------------------------------------
Anthony W. Parker
Director
39