GLADSTONE CAPITAL CORP
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported):
May 1, 2024
Gladstone Capital Corporation
(Exact Name of Registrant as Specified in Charter)
Maryland 814-00237 54-2040781
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
1521 Westbranch Drive 22102
,
Suite 100
McLean
,
Virginia
(Address of Principal Executive Offices) (Zip Code)
(703)
287-5800
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
symbol on which registered
Common Stock, $0.001 par value per share GLAD The Nasdaq Stock Market LLC
7.75% notes due 2028 GLADZ The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR (s)230.405) or
Rule 12b-2 of
the Securities Exchange Act of 1934 (17
CFR (s)240.12b-2). Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 2.02 Results of Operations and Financial Condition.
On May 1, 2024, Gladstone Capital Corporation issued a press release
announcing its financial results for the fiscal quarter ended March 31, 2024.
The text of the press release is included as an exhibit to this Current Report
on Form
8-K.
The information in this Current Report on Form
8-K,
including Exhibit 99.1 attached hereto, is being furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
No.
99.1 Press Release of Gladstone Capital Corporation, dated May 1, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Gladstone Capital Corporation
Date: May 1, 2024 By: /s/ Nicole Schaltenbrand
Nicole Schaltenbrand
Chief Financial Officer & Treasurer
Exhibit 99.1
Gladstone Capital Corporation Reports Financial Results for its
Second Quarter Ended March 31, 2024
McLean, VA, May 1, 2024:
Gladstone CapitalCorporation
(Nasdaq: GLAD) (the "Company") today announced earnings for its second fiscal
quarter ended March 31, 2024. Please read the Company's Quarterly Report on
Form
10-Q
filedtoday with the U.S. Securities and Exchange Commission (the "SEC"), which
is available on the SEC's website at
www.sec.gov
and the investors section of the Company's website at
www.GladstoneCapital.com
.
Summary Information
(dollars in thousands, except per share data) (unaudited)
:
For the Quarter Ended: March 31, December 31, Change % Change
2024 2023
Total investment income $ 23,997 $ 23,221 $ 776 3.3 %
Total expenses, net of credits (13,220 ) (11,287 ) (1,933 ) 17.1
Net investment income 10,777 11,934 (1,157 ) (9.7 )
Net investment income per common share 0.25 0.27 (0.02 ) (7.4 )
Cash distribution per common share 0.2475 0.2475 (0.00 ) (0.0 )
Net realized gain (loss) 2,168 262 1,906 727.5
Net unrealized appreciation (depreciation) 10,695 7,805 2,890 37.0
Net increase (decrease) in net assets resulting from operations 23,632 20,001 3,631 18.2
Weighted average yield on interest-bearing investments 14.0 % 13.9 % 0.1 % 0.7
Total invested $ 44,735 $ 57,998 $ (13,263 ) (22.9 )
Total repayments and net proceeds 15,146 22,066 (6,920 ) (31.4 )
As of: March 31, December 31, Change % Change
2024 2023
Total investments, at fair value $ 791,588 $ 749,985 $ 41,603 5.5 %
Fair value, as a percent of cost 100.1 % 98.7 % 1.4 % 1.4
Net asset value per common share $ 9.90 $ 9.61 $ 0.29 3.0
Second Fiscal Quarter 2024 Highlights:
. Portfolio Activity:
Invested $15.0 million in one new portfolio company and $29.7 million inexisting portfolio companies.
. Portfolio Mix:
Secured first lien assets continue to be over 70% of our debt investments, at cost,
whilethe weighted average yield on debt investments was consistent at 14.0%.
. Credit Facility Availability:
Increased the committed facility amount by $10.0 million to$243.7 million
and ended the quarter with availability in excess of $100 million.
Second Fiscal Quarter 2024 Results:
Total investment income increased by $0.8 million, or 3.3%, for the quarter
ended March 31, 2024, compared to the prior quarter endedDecember 31, 2023,
driven by a $0.7 million increase in interest income. The increase in interest
income was driven by a 3.5% increase in the weighted average principal balance
of our interest-bearing investments from $657.6 millionduring the quarter
ended December 31, 2023 to $680.4 million during the quarter ended March 31,
2024.
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Total expenses increased by $1.9 million, or 17.1%, quarter over quarter
primarily due to a$1.4 million increase in the net base management fee, driven
mainly by a decrease in portfolio company fee credits from new deal
originations quarter over quarter.
Net investment income for the quarter ended March 31, 2024 was $10.8 million,
or $0.25 per share.
The net increase in net assets resulting from operations was $23.6 million, or
$0.54 per share, for the quarter ended March 31, 2024, compared to$20.0
million, or $0.46 per share, for the quarter ended December 31, 2023. The
current quarter increase was primarily driven by $10.7 million of net
unrealized appreciation recognized during the quarter.
Subsequent Events:
Subsequent to March 31, 2024, the following significant events occurred:
. Portfolio Activity:
In April 2024, we invested $7.3 million in Total Access Elevator, LLC("Total
Access") through secured first lien debt and equity. We also extended
Total Access a $3.0 million line of credit commitment and a $2.5 million
delayed draw term loan commitment, both of which were unfunded at close.
. Portfolio Activity:
In April 2024, our debt investment in Giving Home Healthcare, LLC
("GivingHome") paid off at par for net cash proceeds of $29.7 million
including a $0.9 million prepayment penalty. We also received a $2.5
million distribution related to our warrant position in Giving Home.
. Portfolio Activity:
In May 2024, our debt investment in Gray Matter Systems, LLC paid off at par for
netcash proceeds of $14.0 million including a $0.2 million prepayment penalty.
. Reverse Stock Split:
On April 4, 2024, we completed a
1-for-2
reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding common stock,
par value $0.001 per share ("Common Stock"), by the filing of Articles ofAmendment with the State
Department of Assessments and Taxation of Maryland pursuant to the Maryland General Corporation Law.
The Reverse Stock Split became effective at 4:05 p.m. Eastern Time on April 4, 2024. The Reverse
Stock Split waseffective for purposes of trading as of the opening of business on the Nasdaq Global
Select Market on April 5, 2024. As a result of the Reverse Stock Split, every two shares of Common
Stock issued and outstanding were automatically combinedinto one new share of Common Stock. Additionally,
following the Reverse Stock Split, our NAV per share approximately doubled to $19.80 per share.
. Distributions and Dividends Declared:
In April 2024, our Board of Directors declared the followingdistributions to common and preferred stockholders:
Record Date Payment Date Distribution per
Common Share
April 19, 2024 April 30, 2024 $0.165
May 17, 2024 May 31, 2024 0.165
June 19, 2024 June 28, 2024 0.165
Total for the Quarter $0.495
Record Date Payment Date Distribution per
Series A Preferred
Stock
April 22, 2024 May 3, 2024 $0.130208
May 23, 2024 June 5, 2024 0.130208
June 25, 2024 July 5, 2024 0.130208
Total for the Quarter $0.390624
Conference Call for Stockholders:
The Company will hold its earnings release conference call on Thursday, May
2,2024, at 8:30 a.m. Eastern Time. Please call (866)
424-3437
to enter the conference call. An operator will monitor the call and set a
queue for any questions. A replay of the conference call will be availablethroug
h May 9, 2024. To hear the replay, please dial (877)
660-6853
and use playback conference number 13744826. The replay of the conference call
will be available beginning approximately one hour afterthe call concludes.
The live audio broadcast of the Company's quarterly conference call will also
be available online at
www.GladstoneCapital.com
. The event will be archived and available for replay on the investors section
of theCompany's website.
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About Gladstone Capital Corporation:
Gladstone Capital Corporation
is a publicly-tradedbusiness development company that invests in debt and
equity securities, consisting primarily of secured first and second lien term
loans to lower middle market businesses in the United States. Information on
the business activities of GladstoneCapital and the other publicly-traded
Gladstone funds can be found at
www.GladstoneCompanies.com
.
To obtain a paper copy of theCompany's most recent Form
10-Q,
please contact the Company at 1521 Westbranch Drive, Suite 100, McLean, VA
22102, ATTN: Investor Relations. The financial information above is not
comprehensive and iswithout notes, so readers should obtain and carefully
review the Company's Form
10-Q
for the quarter ended March 31, 2024, including the notes to the consolidated
financial statements containedtherein.
Investor Relations Inquiries
: Please visit
www.gladstonecompanies.com
or (703)
287-5893.
Forward-looking Statements:
The statements in this press release about future growth and shareholder
returns are "forward-looking statements" within the meaning ofSection 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements inherently
involve certain risks and uncertainties in predicting futureresults and
conditions. Although these statements are based on our current plans that are
believed to be reasonable as of the date of this press release, a number of
factors could cause actual results and conditions to differ materially from
theseforward-looking statements, including those factors described from time
to time in our filings with the U.S. Securities and Exchange Commission. The
Company undertakes no obligation to publicly release the result of any
revisions to theseforward-looking statements that may be made to reflect any
future events or otherwise, except as required by law.
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