Use these links to rapidly review the document
TABLE OF CONTENTS Prospectus Supplement
GLADSTONE CAPITAL CORPORATION INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
TABLE OF CONTENTS
GLADSTONE CAPITAL CORPORATION INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

Filed Pursuant to Rule 497
Registration No. 333-162592

PROSPECTUS SUPPLEMENT   TO PROSPECTUS DATED JANUARY 28, 2010

LOGO

Up to 2,000,000 Shares of Common Stock

        Gladstone Capital Corporation is a specialty finance company that provides capital to small and medium sized U.S. businesses. We operate as a closed-end, non-diversified management investment company, and have elected to be treated as a business development company under the Investment Company Act of 1940, as amended, or the "1940 Act." In addition, for tax purposes we have elected to be treated as a regulated investment company, or "RIC," under the Internal Revenue Code of 1986, as amended.

        We have entered into an equity distribution agreement with BB&T Capital Markets, a division of Scott & Stringfellow, LLC, which we refer to as the "Sales Manager," relating to the shares of our common stock, par value $0.001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell up to 2,000,000 of our shares of common stock from time to time through the Sales Manager as our agent for the offer and sale of the shares of common stock.

        Our common stock is traded on the Nasdaq Global Select Market under the symbol "GLAD." As of May 13, 2010, the last reported sale price for shares of our common stock was $12.13.

        Sales of shares our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be "at the market" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange.

        The Sales Manager will receive from us a commission equal to 2.0% of the gross sales price of all shares of common stock sold through it as Sales Manager under the equity distribution agreement. In connection with the sale of the common stock on our behalf, the Sales Manager may be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of a Sales Manager may be deemed to be underwriting commissions or discounts.

        The Sales Manager is not required to sell any specific number or dollar amount of common stock, but upon receiving written instructions from us will use its commercially reasonable efforts to sell the common stock offered by this prospectus supplement and the accompanying prospectus. See "Plan of Distribution" on page S-34 of this prospectus supplement.

        Investing in our securities involves certain risks. You could lose some or all of your investment. See "Risk Factors" beginning on page S-7 of this prospectus supplement and page 9 of the accompanying prospectus. You should consider carefully these risks together with all of the other information contained in this prospectus supplement and the accompanying prospectus before making a decision to purchase our securities.

        Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



BB&T Capital Markets
A division of Scott & Stringfellow, LLC

The date of this prospectus supplement is May 17, 2010


Table of Contents


TABLE OF CONTENTS

Prospectus Supplement

 
  Page

Prospectus Supplement Summary

  S-1

Risk Factors

  S-7

Forward-Looking Statements

  S-24

Use of Proceeds

  S-25

Capitalization

  S-26

Price Range of Common Stock and Distributions

  S-27

Sales of Common Stock Below Net Asset Value

  S-28

Plan of Distribution

  S-34

Legal Matters

  S-35

Experts

  S-35

Available Information

  S-35

Interim Management's Discussion and Analysis of Financial Condition and Results of Operations

  S-36

Interim Condensed Consolidated Financial Statements

  S-67

Prospectus


 

 

Page

Prospectus Summary

  1

Additional Information

  8

Risk Factors

  9

Special Note Regarding Forward-Looking Statements

  25

Use of Proceeds

  26

Price Range of Common Stock and Distributions

  26

Consolidated Selected Financial Data

  28

Management's Discussion and Analysis of Financial Condition and Results of Operations

  29

Business

  70

Portfolio Companies

  84

Management

  90

Control Persons and Principal Stockholders

  105

Dividend Reinvestment Plan

  106

Material U.S. Federal Income Tax Considerations

  107

Regulation as a Business Development Company

  110

Description of Our Securities

  112

Certain Provisions of Maryland Law and of Our Articles of Incorporation and Bylaws

  116

Share Repurchases

  118

Plan of Distribution

  119

Custodian, Transfer and Dividend Paying Agent and Registrar

  120

Brokerage Allocation and Other Practices

  120

Legal Matters

  121

Experts

  121

Financial Statements

  F-1

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus supplement or the accompanying prospectus. You must not rely upon any information or representation not contained in this prospectus supplement or the accompanying prospectus as if we had authorized it. This prospectus supplement

i


Table of Contents


and the accompanying prospectus do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in this prospectus supplement and the accompanying prospectus is accurate as of the dates on their respective covers only. Our business, financial condition, results of operations and prospects may have changed since such dates.

ii


Table of Contents


PROSPECTUS SUPPLEMENT SUMMARY

        The following summary contains basic information about this offering. It likely does not contain all the information that is important to an investor. For a more complete understanding of this offering, we encourage you to read this entire document and the documents to which we have referred in this prospectus supplement and the accompanying prospectus. You should carefully read the section titled "Risk Factors" on page S-7 of this prospectus supplement and page 9 of the accompanying prospectus before deciding to invest in shares of our common stock. Except where the context suggests otherwise, the terms "we," "us," "our," the "Company" and "Gladstone Capital" refer to Gladstone Capital Corporation; "Adviser" refers to Gladstone Management Corporation; "Administrator" refers to Gladstone Administration, LLC; "Gladstone Commercial" refers to Gladstone Commercial Corporation, "Gladstone Investment" refers to Gladstone Investment Corporation; and "Gladstone Companies" refers to our Adviser and its affiliated companies.


Gladstone Capital Corporation

General

        We were incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. Our investment objective is 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 substantially owned by leveraged buyout funds or individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, we may acquire from others existing loans that meet this profile. We also seek to provide our stockholders with long-term capital growth through 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 we have elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, which we refer to as the 1940 Act. In addition, for tax purposes we have elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

        We seek to invest in small and medium-sized private U.S. businesses that meet certain criteria, including some, but not necessarily all, of the following: the potential for growth in cash flow, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, profitable operations based on the borrower's cash flow, reasonable capitalization of the borrower (usually by leveraged buyout funds or venture capital funds) and the potential to realize appreciation and gain liquidity in our equity positions, if any. We anticipate that liquidity in our equity position will be achieved 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 repurchase our warrants, though there can be no assurance that we will always have these rights. We seek to lend to borrowers that need funds to finance growth, restructure their balance sheets or effect a change of control. Our loans typically range from $5 million to $20 million, although this investment size may vary proportionately as the size of our capital base changes, generally mature in no more than seven years and accrue interest at a fixed or variable rate that exceeds the prime rate.

Our Investment Adviser and Administrator

        Our Adviser is our affiliate and investment adviser and is led by a management team which has extensive experience in our lines of business. Excluding our chief financial officer, all of our executive officers serve as either directors or executive officers, or both, of Gladstone Commercial, a publicly traded real estate investment trust; Gladstone Investment, a publicly traded business development company; our Adviser; and our Administrator. Our Administrator employs our chief financial officer, chief compliance officer, internal counsel, controller, treasurer and their respective staffs.

S-1


Table of Contents

        Our Adviser and our Administrator also provide investment advisory and administrative services, respectively, to our affiliates Gladstone Commercial, Gladstone Investment and Gladstone Land Corporation, an agricultural real estate company owned by our chairman and chief executive officer, David Gladstone. In the future, our Adviser may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.

        We have been externally managed by our Adviser pursuant to a contractual investment advisory arrangement since October 1, 2004 (the "Advisory Agreement"). Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Our Adviser is headquartered in McLean, Virginia, a suburb of Washington D.C., and our Adviser also has offices in New York, Connecticut, New Jersey, Illinois, Texas and Georgia.

Our Investment Strategy

        We seek 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 substantially owned by leveraged buyout funds or individual investors or are family-owned businesses, with a particular focus on senior notes and senior subordinated notes. In addition, we may acquire from others existing loans that meet this profile. 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. We seek to invest primarily in three categories of debt of private companies:

S-2


Table of Contents


Recent Developments

Portfolio Matters

        Subsequent to March 31, 2010, through May 4, 2010, we extended approximately $1.2 million of revolver draws and additional investments to existing portfolio companies. In addition, we extended $0.4 million in a new investment, FedCap Partners, LLC, which is a fund that invests in government contractors. Our investment commitment in FedCap Partners is the lesser of $2.0 million or 10% of the fund's aggregate investor commitments. We also received approximately $15.0 million from scheduled and unscheduled loan repayments and a loan payoff. This included a $13.6 million payoff from VantaCore.


The Offering

Common Stock offered by us

  Up to 2,000,000 shares

Common Stock outstanding as of the date of this Prospectus Supplement

 

21,039,242 shares

Use of proceeds

 

We intend to use the net proceeds from the sale of our common stock to first pay down existing short-term borrowings on our line of credit, then to draw down on that line of credit to make investments in small and mid-sized businesses in accordance with our investment objective, with any remaining proceeds to be used for other general corporate purposes. See "Use of Proceeds" in this prospectus supplement.

Nasdaq Global Select Market Symbol

 

GLAD

Risk Factors

 

See "Risk Factors" in this prospectus supplement and the accompanying prospectus and other information in this prospectus supplement and the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.


Fees and Expenses

        The following table is intended to assist you in understanding the costs and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus supplement contains a reference to fees or expenses paid by "us" or "Gladstone Capital," or that "we" will pay fees or expenses, stockholders will indirectly bear such fees

S-3


Table of Contents


or expenses as investors in Gladstone Capital. The following percentages were calculated based on actual expenses incurred in the quarter ended March 31, 2010 and net assets as of March 31, 2010.

Stockholder Transaction Expenses:

   

Sales load (as a percentage of offering price)

  2.00%

Offering expenses borne by us (as a percentage of offering price)

  1.44%

Dividend reinvestment plan expenses(1)

  None 

Total stockholder transaction expenses (as a percentage of offering price)

  3.44%

Estimated annual expenses (as a percentage of net assets attributable to common stock):

   

Management fees(2)

  2.50%

Incentive fees payable under investment advisory and management agreement (20% of realized capital gains and 20% of pre-incentive fee net investment income)(3)

  1.68%

Interest payments on borrowed funds(4)

  2.49%

Other expenses(5)

  1.73%

Total annual expenses (estimated)(2)(3)(5)

  8.40%

(1)
The expenses of the reinvestment plan are included in stock record expenses, a component of "Other expenses." We do not have a cash purchase plan. The participants in the dividend reinvestment plan will bear a pro rata share of brokerage commissions incurred with respect to open market purchases, if any. See "Dividend Reinvestment Plan" in the accompanying prospectus for information on the dividend reinvestment plan.

(2)
Our annual base management fee is 2.0% (0.5% quarterly) of our average gross assets, which are defined as total assets of Gladstone Capital, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings. For the three months ended March 31, 2010, our Adviser voluntarily agreed to waive the annual base management fee of 2.0% to 0.5% for those senior syndicated loan participations that we purchase using borrowings from our credit facility. Although there can be no guarantee that our Adviser will continue to waive any portion of the fees due under the Advisory Agreement, on an annual basis after giving effect to this waiver, the estimated management fees as a percentage of net assets attributable to common stock were 2.49% and the total estimated annual expenses as a percentage of net assets attributable to common stock were 8.39%. See "Management—Certain Transactions—Investment Advisory and Management Agreement" in the accompanying prospectus and footnote 3 below.

(3)
The incentive fee consists of two parts: an income-based fee and a capital gains-based fee. The income-based fee is payable quarterly in arrears, and equals 20% of the excess, if any, of our pre-incentive fee net investment income that exceeds a 1.75% quarterly (7% annualized) hurdle rate of our net assets, subject to a "catch-up" provision measured as of the end of each calendar quarter. The "catch-up" provision requires us to pay 100% of our pre-incentive fee net investment income with respect to that portion of such income, if any, that exceeds the hurdle rate but is less than 125% of the quarterly hurdle rate (or 2.1875%) in any calendar quarter (8.75% annualized). The "catch-up" provision is meant to provide our Adviser with 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply when our pre-incentive fee net investment income exceeds 125% of the quarterly hurdle rate in any calendar quarter (8.75% annualized). The income-based incentive fee is computed and paid on income that may include interest that is accrued but not yet received in cash. Our pre-incentive fee net investment income used to calculate this part of the income-based incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee (see footnote 2 above). The capital gains-based incentive fee equals 20% of our net realized capital gains since our inception, if any,

S-4


Table of Contents

(4)
We entered into a revolving credit facility, effective March 15, 2010, under which our borrowing capacity is $127 million. We have drawn down on this credit facility and we expect to borrow additional funds in the future up to an amount so that our asset coverage, as defined in the 1940 Act, is at least 200% after each issuance of our senior securities. Assuming that we borrowed $127 million at an interest rate of 2.0% plus an additional fee related to borrowings of 4.5%, for an aggregate rate of 6.5%, interest payments on borrowed funds would have been 3.24% of our net assets as of March 31, 2010.

(5)
Includes our overhead expenses, including payments under the administration agreement based on our projected allocable portion of overhead and other expenses incurred by our Administrator in performing its obligations under the administration agreement. See "Management—Certain Transactions—Administration Agreement" in the accompanying prospectus.

Example

        The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock.

S-5


Table of Contents


In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above.

 
  1 Year   3 Years   5 Years   10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return

  $ 99   $ 224   $ 345   $ 630  

        While the example assumes, as required by the Securities and Exchange Commission, which we refer to as the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Additionally, we have assumed that the entire amount of such 5% annual return would constitute ordinary income as we have not historically realized positive capital gains (computed net of all realized capital losses) on our investments. Because the assumed 5% annual return is significantly below the hurdle rate of 7% (annualized) that we must achieve under the investment advisory and management agreement to trigger the payment of an income-based incentive fee, we have assumed, for purposes of the above example, that no income-based incentive fee would be payable if we realized a 5% annual return on our investments. Additionally, because the capital gains-based incentive fee is calculated on a cumulative basis (computed net of all realized capital losses and unrealized capital depreciation) and because of the significant capital losses realized to date, we have assumed that we will not trigger the payment of any capital gains-based incentive fee in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors after such expenses, would be higher than reflected in the example. The expenses you would pay, based on a $1,000 investment, and assuming a 5% annual return resulting entirely from net realized capital gains (disregarding for purposes of this example all net historical realized losses and aggregate unrealized depreciation) (and therefore subject to the capital gains-based incentive fee), and otherwise making the same assumptions in the example above, would be: 1 year, $109; 3 years, $233; 5 years, $354; and 10 years, $638. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See "Dividend Reinvestment Plan" in the accompanying prospectus for additional information regarding our dividend reinvestment plan.

        This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, incentive fees, if any, and other expenses) may be greater or less than those shown.

S-6


Table of Contents


RISK FACTORS

        You should carefully consider the risks described below and in the accompanying prospectus and all other information provided in this prospectus supplement and the accompanying prospectus before making a decision to purchase our common stock. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to the Economy

The current state of the economy and the capital markets increases the possibility of adverse effects on our financial position and results of operations. Continued economic adversity could impair our portfolio companies' financial positions and operating results and affect the industries in which we invest, which could, in turn, harm our operating results. Continued adversity in the capital markets could impact our ability to raise capital and reduce our volume of new investments.

        The United States has recently been in a recession. The recession generally, and the disruptions in the capital markets in particular, have decreased liquidity and increased our cost of debt and equity capital, where available. The longer these conditions persist, the greater the probability that these factors could continue to increase our costs of, and significantly limit our access to, debt and equity capital and, thus, have an adverse effect on our operations and financial results. Many of the companies in which we have made or will make investments are also susceptible to the recession, which may affect the ability of one or more of our portfolio companies to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The recession could also disproportionately impact some of the industries in which we invest, causing us to be more vulnerable to losses in our portfolio, which could cause the number of our non-performing assets to increase and the fair market value of our portfolio to decrease. The recession may also decrease the value of collateral securing some of our loans as well as the value of our equity investments which would decrease our ability to borrow under our credit facility or raise equity capital, thereby further reducing our ability to make new investments.

We may experience fluctuations in our quarterly and annual results based on the impact of inflation in the United States.

        The majority of our portfolio companies are in industries that are directly impacted by inflation, such as consumer goods and services and manufacturing. Our portfolio companies may not be able to pass on to customers increases in their costs of operations which could greatly affect their operating results, impacting their ability to repay our loans. In addition, any projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

Risks Related to Our External Management

We are dependent upon our key management personnel and the key management personnel of our Adviser, particularly David Gladstone, George Stelljes III and Terry Lee Brubaker, and on the continued operations of our Adviser, for our future success.

        We have no employees. Our chief executive officer, president and chief investment officer, chief operating officer and chief financial officer, and the employees of our Adviser, do not spend all of their time managing our activities and our investment portfolio. We are particularly dependent upon David Gladstone, George Stelljes III and Terry Lee Brubaker in this regard. Our executive officers and the

S-7


Table of Contents


employees of our Adviser allocate some, and in some cases a material portion, of their time to businesses and activities that are not related to our business. We have no separate facilities and are completely reliant on our Adviser, which has significant discretion as to the implementation and execution of our business strategies and risk management practices. We are subject to the risk of discontinuation of our Adviser's operations or termination of our existing advisory agreement with our Adviser, which we refer to as the Advisory Agreement, and the risk that, upon such event, no suitable replacement will be found. We believe that our success depends to a significant extent upon our Adviser and that discontinuation of its operations could have a material adverse effect on our ability to achieve our investment objective.

Our incentive fee may induce our Adviser to make certain investments, including speculative investments.

        The management compensation structure that has been implemented under the Advisory Agreement may cause our Adviser to invest in high risk investments or take other risks. In addition to its management fee, our Adviser is entitled under the Advisory Agreement to receive incentive compensation based in part upon our achievement of specified levels of income. In evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net income may lead our Adviser to place undue emphasis on the maximization of net income at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, or management of credit risk or market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our investment portfolio.

We may be obligated to pay our Adviser incentive compensation even if we incur a loss.

        The Advisory Agreement entitles our Adviser to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before deducting incentive compensation, net operating losses and certain other items) above a threshold return for that quarter. When calculating our incentive compensation, our pre-incentive fee net investment income excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay our Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter. For additional information on incentive compensation under the Advisory Agreement with our Adviser, see "Business—Investment Advisory and Management Agreement" in the accompanying prospectus.

Our Adviser's failure to identify and invest in securities that meet our investment criteria or perform its responsibilities under the Advisory Agreement may adversely affect our ability for future growth.

        Our ability to achieve our investment objective will depend on our ability to grow, which in turn will depend on our Adviser's ability to identify and invest in securities that meet our investment criteria. Accomplishing this result on a cost-effective basis will be largely a function of our Adviser's structuring of the investment process, its ability to provide competent and efficient services to us, and our access to financing on acceptable terms. The senior management team of our Adviser has substantial responsibilities under the Advisory Agreement. In order to grow, our Adviser will need to hire, train, supervise and manage new employees successfully. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

S-8


Table of Contents


There are significant potential conflicts of interest which could impact our investment returns.

        Our executive officers and directors, and the officers and directors of our Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. 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. For example, Mr. Gladstone, our chairman and chief executive officer, is the chairman of the board and chief executive officer of our Adviser, Gladstone Investment and Gladstone Commercial. In addition, Mr. Brubaker, our vice chairman, chief operating officer and secretary is the vice chairman, chief operating officer and secretary of our Adviser, Gladstone Investment and Gladstone Commercial. Mr. Stelljes, our president and chief investment officer, is also the president and chief investment officer of our Adviser and Gladstone Commercial and vice chairman and chief investment officer of Gladstone Investment. Moreover, our Adviser may establish or sponsor other investment vehicles which from time to time may have potentially overlapping investment objectives with those of ours and accordingly may invest in, whether principally or secondarily, asset classes similar to those we target. While our Adviser generally has broad authority to make investments on behalf of the investment vehicles that it advises, our Adviser has adopted investment allocation procedures to address these potential conflicts and intends to direct investment opportunities to the Gladstone affiliate with the investment strategy that most closely fits the investment opportunity. Nevertheless, the management of our Adviser may face conflicts in the allocation of investment opportunities to other entities managed by our Adviser. As a result, it is possible that we may not be given the opportunity to participate in certain investments made by other members of the Gladstone Companies or investment funds managed by investment managers affiliated with our Adviser.

        In certain circumstances, we may make investments in a portfolio company in which one of our affiliates has or will have an investment, subject to satisfaction of any regulatory restrictions and, where required, to the prior approval of our Board of Directors. As of March 31, 2010, our Board of Directors has approved the following types of co-investment transactions:

        Certain of our officers, who are also officers of our Adviser, may from time to time serve as directors of certain of our portfolio companies. If an officer serves in such capacity with one of our portfolio companies, such officer will owe fiduciary duties to all stockholders of the portfolio company, which duties may from time to time conflict with the interests of our stockholders.

        In the course of our investing activities, we will pay management and incentive fees to our Adviser and will reimburse our Administrator for certain expenses it incurs. As a result, investors in our common stock will invest on a "gross" basis and receive distributions on a "net" basis after expenses, resulting in, among other things, a lower rate of return than one might achieve through our investors themselves making direct investments. As a result of this arrangement, there may be times when the management team of our Adviser has interests that differ from those of our stockholders, giving rise to a conflict.

S-9


Table of Contents


Our Adviser is not obligated to provide a waiver of the base management fee, which could negatively impact our earnings and our ability to maintain our current level of distributions to our stockholders.

        The Advisory Agreement provides for a base management fee based on our gross assets. Since our 2008 fiscal year, our Board of Directors has accepted on a quarterly basis voluntary, unconditional and irrevocable waivers to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations, and any waived fees may not be recouped by our Adviser in the future. However, our Adviser is not required to issue these or other waivers of fees under the Advisory Agreement, and to the extent our investment portfolio grows in the future, we expect these fees will increase. If our Adviser does not issue these waivers in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of distributions to our stockholders, which could have a material adverse impact on our stock price.

Our business model is dependent upon developing and sustaining strong referral relationships with investment bankers, business brokers and other intermediaries.

        We are dependent upon informal relationships with investment bankers, business brokers and traditional lending institutions to provide us with deal flow. If we fail to maintain our relationship with such funds or institutions, 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.

Risks Related to Our External Financing

In recent years, creditors have significantly curtailed their lending to business development companies, including us. Because of the limited amount of committed funding under our Credit Facility, we will have limited ability to fund new investments if we are unable to expand the facility.

        In recent years, creditors have significantly curtailed their lending to many business development companies, including us. In March 2010 we entered into a fourth amended and restated credit agreement providing for a revolving line of credit, which we refer to as the Credit Facility. Committed funding under the Credit Facility is $127.0 million. The Credit Facility may be expanded up to $202.0 million through the addition of other committed lenders to the facility. However, if additional lenders are unwilling to join the facility on its terms, we will be unable to expand the facility and thus will continue to have limited availability to finance new investments under our line of credit. The Credit Facility matures on March 15, 2012, and, if the facility is not renewed or extended by this date, all principal and interest will be due and payable on March 15, 2013. As of May 4, 2010, we had $28.4 million drawn and outstanding under the Credit Facility.

        There can be no guarantee that we will be able to renew, extend or replace the Credit Facility upon its maturity on terms that are favorable to us, if at all. Our ability to expand the Credit Facility, and to obtain replacement financing at the time of maturity, will be constrained by then-current economic conditions affecting the credit markets. In the event that we are not able to expand the Credit Facility, or to renew, extend or refinance the Credit Facility at the time of its maturity, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify as a RIC under the Code.

S-10


Table of Contents


Our business plan is dependent upon external financing, which is constrained by the limitations of the 1940 Act.

        Our business requires a substantial amount of cash to operate and grow. We may acquire such additional capital from the following sources:

A change in interest rates may adversely affect our profitability.

        We anticipate using a combination of equity and long-term and short-term borrowings to finance our investment activities. As a result, 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. Higher interest rates on our borrowings will decrease the overall return on our portfolio.

S-11


Table of Contents

        Ultimately, we expect approximately 80% of the loans in our portfolio to be at variable rates determined on the basis of a London Interbank Offer Rate, or LIBOR, and approximately 20% to be at fixed rates. As of March 31, 2010, our portfolio had approximately 9% of the total loan cost value at variable rates without a floor or ceiling, approximately 85% of the total loan cost value at variable rates with floors, approximately 2% of the total loan cost value at variable rates with a floor and ceiling and approximately 4% of the total loan cost value at fixed rates.

In addition to regulatory limitations on our ability to raise capital, our credit facility contains various covenants which, if not complied with, could accelerate our repayment obligations under the facility, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.

        We will have a continuing need for capital to finance our loans. In order to maintain RIC status, we are 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 are party to the Credit Facility, which provides us with a $127 million revolving credit line facility of which $28.4 million was drawn and outstanding as of May 4, 2010. The Credit Facility permits us to fund additional loans and investments as long as we are within the conditions set out in the credit agreement. Current market conditions have forced us to write down the value of a portion of our assets as required by the 1940 Act and fair value accounting rules. While we have not yet sold these assets, and accordingly such amounts are reflected as unrealized losses on the accompanying financial statements, these losses constitute adjustment in asset values for purposes of financial reporting and for collateral value for the Credit Facility. As assets are marked down in value, the amount we can borrow on the Credit Facility decreases.

        As a result of the Credit Facility, we are subject to certain limitations on the type of loan investments we make, including restrictions on geographic concentrations, sector concentrations, loan size, dividend payout, payment frequency and status, and average life. The credit agreement also requires us to comply with other financial and operational covenants, which require us to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum net worth. As of March 31, 2010, we were in compliance with these covenants, however, our continued compliance with these covenants depends on many factors, some of which are beyond our control. In particular, depreciation in the valuation of our assets, which valuation is subject to changing market conditions that remain very volatile, affects our ability to comply with these covenants. During the year ended September 30, 2009, net unrealized appreciation on our investments was approximately $9.5 million, compared to $47.0 million unrealized depreciation during the prior fiscal year. During the six months ended March 31, 2010, net unrealized appreciation on our investments was approximately $5.1 million, compared to $6.5 million unrealized depreciation during the corresponding prior year period. Given the continued deterioration in the capital markets, the cumulative unrealized depreciation in our portfolio may increase in future periods and threaten our ability to comply with the covenants under the Credit Facility. Accordingly, there are no assurances that we will continue to comply with these covenants. Under the Credit Facility, we are also required to maintain our status as a BDC under the 1940 Act and as a RIC under the Code. Our failure to satisfy these covenants could result in foreclosure by our lenders, which would accelerate our repayment obligations under the facility and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.

S-12


Table of Contents

Risks Related to Our Investments

We operate in a highly competitive market for investment opportunities.

        A large number of entities compete with us and make the types of investments that we seek to make in small and mid-sized companies. We compete with public and private buyout funds, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, hedge funds. 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, some of our competitors may have higher risk tolerances or different risk assessments, which would allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company. The competitive pressures we face could 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 we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective. We do not seek to compete based on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors' pricing, terms and structure. However, if we match our competitors' pricing, terms and structure, we may experience decreased net interest income and increased risk of credit loss.

Our investments in small and medium-sized portfolio companies are extremely risky and could cause you to lose all or a part of your investment.

        Investments in small and medium-sized portfolio companies are subject to a number of significant risks including the following:

S-13


Table of Contents

Because a large percentage of the loans we make and equity securities we receive when we make loans are not publicly traded, there is uncertainty regarding the value of our privately held securities that could adversely affect our determination of our net asset value.

        A large percentage of our portfolio investments are, and we expect will continue to be, in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. Our Board of Directors has established an investment valuation policy and consistently applies valuation procedures used to determine the fair value of these securities quarterly. These procedures for the determination of value of many of our debt securities rely on the opinions of value submitted to us by Standard & Poor's Loan Evaluation Service, Inc., or SPSE,

S-14


Table of Contents


the use of internally developed discounted cash flow, or DCF, methodologies, or internal methodologies based on the total enterprise value, or TEV, of the issuer used for certain of our equity investments. SPSE will only evaluate the debt portion of our investments for which we specifically request evaluation, and SPSE may decline to make requested evaluations for any reason in its sole discretion. However, to date, SPSE has accepted each of our requests for evaluation.

        Our use of these fair value methods is inherently subjective and is based on estimates and assumptions of each security. In the event that we are required to sell a security, we may ultimately sell for an amount materially less than the estimated fair value calculated by SPSE, TEV or the DCF methodology. We sold 13 of the 24 syndicated loans that were held in our portfolio of investments at March 31, 2009 to various investors in the syndicated loan market for an aggregate of $22.5 million in net proceeds. The loans had an aggregate cost value of approximately $30.4 million, or 7% of the cost value of our total investments, and an aggregate fair market value of approximately $22.5 million, or 6% of the fair market value of our total investments, at March 31, 2009.

        Our procedures also include provisions whereby our Adviser will establish the fair value of any equity securities we may hold where SPSE or third-party agent banks are unable to provide evaluations. The types of factors that may be considered in determining the fair value of our debt and equity securities include some or all of the following:

        Because such valuations, particularly valuations of private securities and private companies, are not susceptible to precise determination, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ from the values that might have actually resulted had a readily available market for these securities been available.

        A portion of our assets are, and will continue to be, comprised of equity securities that are valued based on internal assessment using our own valuation methods approved by our Board of Directors, without the input of SPSE or any other third-party evaluator. We believe that our equity valuation methods reflect those regularly used as standards by other professionals in our industry who value equity securities. However, determination of fair value for securities that are not publicly traded, whether or not we use the recommendations of an independent third-party evaluator, necessarily involves the exercise of subjective judgment. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

The lack of liquidity of our privately held investments may adversely affect our business.

        We will generally make investments in private companies whose securities are not traded in any public market. Substantially all of the investments we presently hold and the investments we expect to acquire in the future are, and will be, subject to legal and other restrictions on resale and will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises. This could cause us to miss important investment opportunities. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may record substantial realized losses upon liquidation. For example, as a result of the economic downturn, the availability of credit in the market

S-15


Table of Contents


became scarce, and we were forced to sell 13 of the 24 syndicated loans that were held in our portfolio of investments at March 31, 2009 in order to repay amounts outstanding under our prior credit facility. These loans, in aggregate, had a cost value of approximately $30.4 million, or 7% of the cost value of our total investments, and an aggregate fair market value of approximately $22.5 million, or 6% of the fair market value of our total investments, at March 31, 2009. Since then, we have sold additional syndicated loans and incurred a net realized loss of $26.4 million for the fiscal year ended September 30, 2009 and $1.1 million for the six months ended March 31, 2010. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, our Adviser, or our respective officers, employees or affiliates have material non-public information regarding such portfolio company.

        Due to the uncertainty inherent in valuing these securities, our determinations of fair value may differ materially from the values that could be obtained 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 upon our disposal of such securities.

Our financial results could be negatively affected if a significant portfolio investment fails to perform as expected.

        Our total investment in companies may be significant individually or in the aggregate. As a result, if a significant investment in one or more companies fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies.

When we are a debt or minority equity investor in a portfolio company, which we expect will generally be the case, we may not be in a position to control the entity, and its management may make decisions that could decrease the value of our investment.

        We anticipate that most of our investments will continue to be either debt or minority equity investments in our portfolio companies. Therefore, we are, and will remain subject to risk that a portfolio company may make business decisions with which we disagree, and the shareholders and management of such company may take risks or otherwise act in ways that do not serve our best interests. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings. In addition, we will generally not be in a position to control any portfolio company by investing in its debt securities.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

        We invest primarily in debt securities issued by our portfolio companies. In some cases portfolio companies will be permitted to have other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders thereof are entitled to receive payment of interest and principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company.

S-16


Table of Contents

Prepayments of our investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

        In addition to risks associated with delays in investing our capital, we are also subject to the risk that investments that we make in our portfolio companies may be repaid prior to maturity. For the year ended September 30, 2009 and the six months ended March 31, 2010, we received principal payments prior to maturity of $25.2 million and $32.0 million, respectively. We will first use any proceeds from prepayments to repay any borrowings outstanding on our credit facility. In the event that funds remain after repayment of our outstanding borrowings, then we will generally reinvest these proceeds in government securities, pending their future investment in new debt and/or equity securities. These government securities will typically have substantially lower yields than the debt securities being prepaid and we could experience significant delays in reinvesting these amounts. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elects to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.

Higher taxation of our portfolio companies may impact our quarterly and annual operating results.

        The recession's adverse effect on federal, state, and municipality revenues may induce these government entities to raise various taxes to make up for lost revenues. Additional taxation may have an adverse affect on our portfolio companies' earnings and reduce their ability to repay our loans to them, thus affecting our quarterly and annual operating results.

Our portfolio is 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.

        As of March 31, 2010 we had loans outstanding to 41 portfolio companies. 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 write-down of any one investment. Beyond our regulatory and income tax diversification requirements, we do not have fixed guidelines for industry concentration 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 of March 31, 2010, 14.3% of our total assets were invested in healthcare, education and childcare companies, 14.9% were invested in broadcast companies, and 13.3% were invested in printing and publishing companies. As a result, a downturn in an industry in which we have invested a significant portion of our total assets could have a materially adverse effect on us.

Our investments are typically long term and will require several years to realize liquidation events.

        Since we generally make five to seven year term loans and hold our loans and related warrants or other equity positions until the loans mature, you should not expect realization events, if any, to occur over the near term. In addition, we expect that any warrants or other equity positions that we receive when we make loans may require several years to appreciate in value and we cannot give any assurance that such appreciation will occur.

S-17


Table of Contents


We may not realize gains from our equity investments and other yield enhancements.

        When we make a subordinated loan, we may receive warrants to purchase stock issued by the borrower or other yield enhancements, such as success fees (conditional interest). 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 and other yield enhancements will offset any losses we experience on loan defaults. However, any warrants we receive may not appreciate in value and, in fact, may decline in value, and any other yield enhancements, such as success fees, may not be realized. Accordingly, we may not be able to realize gains from our equity interests or other yield enhancements and any gains we do recognize may not be sufficient to offset losses we experience on our loan portfolio.

Any unrealized depreciation we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

        As a business development company we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by or under the direction of our Board of Directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Since our inception, we have at times incurred a cumulative net unrealized depreciation of our portfolio. Any unrealized depreciation in our investment portfolio could result in realized losses in the future and ultimately in reductions of our income available for distribution to stockholders in future periods.

Risks Related to Our Regulation and Structure

We will be subject to corporate level tax if we are unable to satisfy 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 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 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—Competitive Advantages—Leverage" and "Material U.S. Federal Income Tax Considerations—Regulated Investment Company Status" in the accompanying prospectus.

S-18


Table of Contents


Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and any failure by us to comply with laws or regulations governing our operations may adversely affect our business.

        We and our portfolio companies are subject to regulation by laws at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any change in these laws or regulations, or their interpretation, or any failure by us or our portfolio companies to comply with these laws or regulations may adversely affect our business. For additional information regarding the regulations to which we are subject, see "Material U.S. Federal Income Tax Considerations—Regulated Investment Company Status" and "Regulation as a Business Development Company" in the accompanying prospectus.

We are subject to restrictions that may discourage a change of control. Certain provisions contained in our articles of incorporation and Maryland law may prohibit or restrict a change of control and adversely impact the price of our shares.

        Our Board of Directors is divided into three classes, with the term of the directors in each class expiring every third year. At each annual meeting of stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. After election, a director may only be removed by our stockholders for cause. Election of directors for staggered terms with limited rights to remove directors makes it more difficult for a hostile bidder to acquire control of us. The existence of this provision may negatively impact the price of our common stock and may discourage third-party bids to acquire our common stock. This provision may reduce any premiums paid to stockholders in a change in control transaction.

        Certain provisions of Maryland law applicable to us prohibit business combinations with:

        These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination with the interested stockholder must be recommended by our Board of Directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding shares of common stock and two-thirds of the votes entitled to be cast by holders of our common stock other than shares held by the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders' interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our Board of Directors prior to the time that someone becomes an interested stockholder.

        Our articles of incorporation permit our Board of Directors to issue up to 50,000,000 shares of capital stock. In addition, our Board of Directors, without any action by our stockholders, may amend our articles of incorporation from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Our Board of Directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our Board of Directors could authorize the issuance of senior common stock or preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Senior Common Stock or Preferred stock could also have the effect of

S-19


Table of Contents

delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock. See the "Description of Our Securities—Senior Common and Preferred Stock" in the accompanying prospectus.

Risks Related to an Investment in Our Common Stock

We may experience fluctuations in our quarterly and annual operating results.

        We may experience fluctuations in our quarterly and annual operating results due to a number of factors, including, among others, variations in our investment income, the interest rates payable on the debt securities we acquire, the default rates on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the level of our expenses, the degree to which we encounter competition in our markets, and general economic conditions, including the impacts of inflation. The majority of our portfolio companies are in industries that are directly impacted by inflation, such as manufacturing and consumer goods and services. Our portfolio companies may not be able to pass on to customers increases in their costs of production which could greatly affect their operating results, impacting their ability to repay our loans. In addition, any projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized and unrealized losses and therefore reduce our net assets resulting from operations. 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 distributions.

        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 by paying monthly distributions. 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. In addition, our credit facility restricts the amount of distributions we are permitted to make. 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.

Distributions by us have and may in the future continue to include a return of capital.

        Our Board of Directors declares monthly distributions based on estimates of net investment income for each fiscal year, which may differ, and in the past have differed, from actual results. Because our distributions are based on estimates of net investment income that may differ from actual results, future distributions payable to our stockholders may also include a return of capital. Moreover, to the extent that we distribute amounts that exceed our accumulated earnings and profits, these distributions constitute a return of capital. A return of capital represents a return of a stockholder's original investment in shares of our stock and should not be confused with a distribution from earnings and profits. Although return of capital distributions may not be taxable, such distributions may increase an investor's tax liability for capital gains upon the sale of our shares by reducing the investor's tax basis for such shares. Such returns of capital reduce our asset base and also adversely impact our ability to raise debt capital as a result of the leverage restrictions under the 1940 Act, which could have a material adverse impact on our ability to make new investments.

S-20


Table of Contents


The market price of our shares may fluctuate significantly.

        The trading price of our common stock may fluctuate substantially. The extreme volatility and disruption that have affected the capital and credit markets for over a year have reached unprecedented levels in recent months. We have experienced greater than usual stock price volatility.

        The market price and marketability of our shares 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, but are not limited to, the following:

        Fluctuations in the trading prices of our shares may adversely affect the liquidity of the trading market for our shares 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. Since our inception, our common stock has at times traded above net asset value, and at times traded below net asset value. Until recently, during the past year, our common stock has traded consistently, and at times significantly, below 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. As with any stock, the price of our shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Whether investors will realize gains or losses upon the sale of our shares will not depend directly upon our net asset value, but will depend upon the market price of the shares at the time of sale. Since the market price of our shares will be affected by such factors as the relative demand for and supply of the shares in the market,

S-21


Table of Contents


general market and economic conditions and other factors beyond our control, we cannot predict whether the shares will trade at, below or above our net asset value.

        Under the 1940 Act, we are generally not able to issue additional shares of our common stock at a price below net asset value per share to purchasers other than our existing stockholders through a rights offering without first obtaining the approval of our stockholders and our independent directors. Additionally, at times when our stock is trading below its net asset value per share, our dividend yield may exceed the weighted average returns that we would expect to realize on new investments that would be made with the proceeds from the sale of such stock, making it unlikely that we would determine to issue additional shares in such circumstances. Thus, for as long as our common stock trades below net asset value, we will be subject to significant constraints on our ability to raise capital through the issuance of common stock. Additionally, an extended period of time in which we are unable to raise capital may restrict our ability to grow and adversely impact our ability to increase or maintain our distributions.

The issuance of subscription rights to our existing stockholders may dilute the ownership and voting powers by existing stockholders in our common stock, dilute the net asset value of their shares and have a material adverse effect on the trading price of our common stock.

        There are significant capital raising constraints applicable to us under the 1940 Act when our stock is trading below its net asset value per share. In the event that we issue subscription rights to our existing stockholders, there is a significant possibility that the rights offering will dilute the ownership interest and voting power of stockholders who do not fully exercise their subscription rights. Stockholders who do not fully exercise their subscription rights should expect that they will, upon completion of a rights offering, own a smaller proportional interest in our company than would otherwise be the case if they fully exercised their subscription rights. In addition, because the subscription price of a rights offering is likely to be less than our most recently determined net asset value per share, our stockholders are likely to experience an immediate dilution of the per share net asset value of their shares as a result of the offer. As a result of these factors, any future rights offerings of our common stock, or our announcement of our intention to conduct a rights offering, could have a material adverse impact on the trading price of our common stock.

Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then-current net asset value per share of our common stock.

        At our most recent annual meeting, our stockholders approved a proposal designed to allow us to access the capital markets in a way that we were previously unable to as a result of restrictions that, absent stockholder approval, apply to business development companies under the 1940 Act. Specifically, our stockholders approved a proposal that authorizes us to sell shares of our common stock below the then-current net asset value per share of our common stock in one or more offerings for a period of one year. Until recently, during the past year, our common stock has traded consistently, and at times significantly, below net asset value. Any decision to sell shares of our common stock below the then-current net asset value per share of our common stock would be subject to the determination by our Board of Directors that such issuance is in our and our stockholders' best interests.

        If we were to sell shares of our common stock below net asset value per share, such sales would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of the sale of shares at a price below the then-current net asset value per share of our common stock and a proportionately greater decrease in a stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. The greater the difference between the sale price and the net asset value per share at the time of the offering, the more significant the dilutive impact would be. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect, if any, cannot

S-22


Table of Contents


be currently predicted. However, if, for example, we sold an additional 10% of our common stock at a 5% discount from net asset value, a stockholder who did not participate in that offering for its proportionate interest would suffer net asset value dilution of up to 0.5% or $5 per $1,000 of net asset value.

Other Risks

We could face losses and potential liability if intrusion, viruses or similar disruptions to our technology jeopardize our confidential information, whether through breach of our network security or otherwise.

        Maintaining our network security is of critical importance because our systems store highly confidential financial models and portfolio company information. Although we have implemented, and will continue to implement, security measures, our technology platform is and will continue to be vulnerable to intrusion, computer viruses or similar disruptive problems caused by transmission from unauthorized users. The misappropriation of proprietary information could expose us to a risk of loss or litigation.

Terrorist attacks, acts of war or national disasters may affect any market for our common stock, impact the businesses in which we invest and harm our business, operating results and financial conditions.

        Terrorist acts, acts of war or national disasters have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations or national disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and national disasters are generally uninsurable.

S-23


Table of Contents


FORWARD-LOOKING STATEMENTS

        All statements contained herein, other than historical facts, may constitute "forward-looking statements." These statements may relate to, among other things, future events or our future performance or financial condition.

        These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as "may," "might," "believe," "will," "provided," "anticipate," "future," "could," "growth," "plan," "intend," "expect," "should," "would," "if," "seek," "possible," "potential," "likely" or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: (1) adverse changes in interest rates; (2) our failure or inability to establish or maintain referral arrangements with leveraged buyout funds and venture capital funds to generate loan opportunities; (3) the loss of one or more of our executive officers, in particular David Gladstone, Terry Lee Brubaker, or George Stelljes III; (4) our inability to extend, refinance or maintain our credit facilities on terms reasonably acceptable to us, if at all, in future equity capital resources; (5) our inability to successfully securitize our loan portfolio on terms reasonably acceptable to us, if at all; (6) the decision of our competitors to aggressively seek to make senior and subordinated loans to small and medium-sized businesses on terms more favorable than we intend to provide; and (7) those factors listed under the caption "Risk Factors" in this prospectus supplement and the accompanying prospectus. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus supplement.

S-24


Table of Contents


USE OF PROCEEDS

        Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be "at the market" as defined in Rule 415 under the Securities Act, including sales made directly on the Nasdaq Global Select Market or sales made to or through a market maker other than on an exchange. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. Actual sales, if any, of our common stock under this prospectus supplement and the accompanying prospectus may be less than as set forth in this paragraph depending on, among other things, the market price of our common stock at the time of any such sale, and may be for prices below our most recently determined net asset value per share. As a result, the actual net proceeds we receive may be more or less than the amount of net proceeds estimated in this prospectus supplement. Assuming the sale of all of our common stock offered under this prospectus supplement and the accompanying prospectus, at the last reported sale price of $12.13 per share for our common stock on the Nasdaq Global Select Market as of May 13, 2010, we estimate that the net proceeds of this offering will be approximately $23.4 million after deducting the estimated Sales Manager commissions and estimated offering expenses payable by us.

        We expect the net proceeds of this offering to be used first to pay down existing short-term debt under our credit facility, then to make investments in small and mid-sized businesses in accordance with our investment objective, with any remaining proceeds to be used for other general corporate purposes. Indebtedness under our credit facility currently accrues interest at the rate of approximately 6.5% and matures on March 15, 2012. Pending utilization, we intend to invest the net proceeds of the offering primarily in cash, cash equivalents, U.S. government securities, and other high-quality debt investments that mature in one year or less from the date of investment, consistent with the requirements for continued qualification as a RIC for federal income tax purposes.

S-25


Table of Contents


CAPITALIZATION

        We may offer and sell up to 2,000,000 shares of our common stock from time to time through the Sales Manager as our agent for the offer and sale of such common stock. There is no guarantee that there will be any sales of our common stock pursuant to this prospectus supplement and the accompanying prospectus. The table below assumes that we will sell 2,000,000 shares of our common stock, at a price of $12.13 per share (the last reported sale price per share of our common stock on the Nasdaq Global Select Market on May 13, 2010). Actual sales, if any, of our common stock to be issued under this prospectus supplement and the accompanying prospectus may be less than as set forth in the table below. In addition, the price per share of any such sale may be greater or less than $12.13, depending on the market price of our common stock at the time of any such sale and whether such sale is made at a discount to our most recently determined net asset value per share.

        The following table sets forth our actual capitalization at March 31, 2010:

        This table should be read in conjunction with "Use of Proceeds," our "Interim Management's Discussion and Analysis of Financial Condition and Results of Operations" and our interim financial statements and notes thereto included in this prospectus supplement, and our "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and notes thereto included in the accompanying prospectus.

 
  Actual
(unaudited)
  As Adjusted for Net
Repayments After
March 31, 2010
(unaudited)
  As Further Adjusted
for this Offering
(unaudited)
 
 
  (in thousands, except share and per share amounts)
 

Assets

                   

Cash

  $ 4,261   $ 4,261   $ 4,261  

Borrowings

                   

Borrowings under line of credit

    53,000     28,400     4,975  

Net Assets

                   

Common stock, $0.001 par value; 50,000,000 shares authorized; 21,039,242 shares issued and outstanding, actual and as adjusted; 23,039,242 shares issued and outstanding as further adjusted

  $ 21   $ 21   $ 23  

Capital in excess of par value

    327,709     327,709     351,132  

Notes receivable-officers

    (8,503 )   (8,503 )   (8,503 )

Net unrealized depreciation on investments

    (38,343 )   (38,343 )   (38,343 )

Accumulated net realized losses

    (26,335 )   (26,335 )   (26,335 )
 

Total Net Assets

 
$

254,549
 
$

254,549
 
$

277,974
 

Total Capitalization(1)

 
$

307,549
 
$

282,949
 
$

282,949
 

(1)
Total capitalization does not include the balance of cash.

S-26


Table of Contents


PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

        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 in the form of monthly dividends. We intend to retain long-term capital gains and treat them as deemed distributions for tax purposes. We report the estimated tax characteristics of each dividend when declared while the actual tax characteristics of dividends are reported annually to each stockholder on Form 1099 DIV. There is no assurance that we will achieve investment results or maintain a tax status that will permit any specified level of cash distributions or year-to-year increases in cash distributions. At the option of a holder of record of common stock, all cash distributions can be reinvested automatically under our dividend reinvestment plan in additional whole and fractional shares. A stockholder whose shares are held in the name of a broker or other nominee should contact the broker or nominee regarding participation in our dividend reinvestment plan on the stockholder's behalf. See "Risk Factors—We will be subject to corporate level tax if we are unable to satisfy Internal Revenue Code requirements for RIC qualification," "Dividend Reinvestment Plan" and "Material U.S. Federal Income Tax Considerations" in the accompanying prospectus.

        Our common stock is quoted on The Nasdaq Global Select Market under the symbol "GLAD." Our common stock has historically traded at prices both above and below its net asset value. There can be no assurance, however, that any premium to net asset value will be attained or maintained. As of May 12, 2010, we had 74 stockholders of record, meaning individuals or entities that we carry in our records as the registered holder (although not necessarily the beneficial owner) of our common stock.

        The following table sets forth the range of high and low closing sales prices of our common stock as reported on The Nasdaq Global Select Market and the dividends declared by us for the last two completed fiscal years and the current fiscal year through May 13, 2010.

 
  Net Asset
Value per
Share(1)
  High   Low   Dividend
Declared
  Premium
(Discount) of
High Sales
Price to Net
Asset Value(2)
  Premium
(Discount) of
Low Sales
Price to Net
Asset Value(2)
 

FY 2008

                                     

First Quarter

  $ 15.08   $ 20.62   $ 17.01   $ 0.420     37 %   13 %

Second Quarter

  $ 14.27   $ 19.22   $ 16.25   $ 0.420     35 %   14 %

Third Quarter

  $ 13.97   $ 19.31   $ 15.24   $ 0.420     38 %   9 %

Fourth Quarter

  $ 12.89   $ 18.65   $ 12.91   $ 0.420     45 %   0.2 %

FY 2009

                                     

First Quarter

  $ 12.04   $ 15.38   $ 5.50   $ 0.420     28 %   (54 )%

Second Quarter

  $ 12.10   $ 10.28   $ 5.01   $ 0.420     (14 )%   (59 )%

Third Quarter

  $ 11.86   $ 7.80   $ 5.49   $ 0.210     (34 )%   (54 )%

Fourth Quarter

  $ 11.81   $ 10.40   $ 7.17   $ 0.210     (12 )%   (39 )%

FY 2010

                                     

First Quarter

  $ 11.92   $ 9.49   $ 7.50   $ 0.210     (20 )%   (37 )%

Second Quarter

  $ 12.10   $ 12.19   $ 7.19   $ 0.210     1 %   (41 )%

Third Quarter (through May 13, 2010)

  $ *   $ 13.94   $ 11.00   $ 0.210     * %   * %

(1)
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sale price. The net asset values shown are based on outstanding shares at the end of each period.

(2)
The premiums (discounts) set forth in these columns represent the high or low, as applicable, closing price per share for the relevant quarter minus the net asset value per share as of the end

S-27


Table of Contents

*
Not yet available, as the net asset value per share as of the end of this quarter has not yet been determined.


SALES OF COMMON STOCK BELOW NET ASSET VALUE

        At our 2010 annual stockholders meeting, our stockholders approved our ability to sell or otherwise issue shares of our common stock at a price below the then-current net asset value, or NAV, per share during a one year period, which we refer to as the Stockholder Approval, beginning on February 18, 2010, and expiring on the first anniversary of the date of the 2010 annual stockholders meeting. In order to sell shares of common stock pursuant to this authorization, no further authorization from our stockholders will be solicited but a majority of our directors who have no financial interest in the sale and a majority of our independent directors must (i) find that the sale is in our best interests and in the best interests of our stockholders and (ii) in consultation with any underwriter or underwriters or sales manager or sales managers of the offering, make a good faith determination as of a time either immediately prior to the first solicitation by us or on our behalf of firm commitments to purchase such shares of common stock, or immediately prior to the issuance of such common stock, that the price at which such shares of common stock are to be sold is not less than a price which closely approximates the market value of those shares of common stock, less any distributing commission or discount.

        As of the date of this prospectus supplement, our common stock is trading at a price above our most recently determined NAV per share. However, in the future, our common stock may trade at a price below our most recently determined NAV per share and, as such, the offering being made pursuant to this prospectus supplement may be at a price below our most recently determined NAV per share.

        Any offering of common stock below its NAV per share will be designed to raise capital for investment in accordance with our investment objective.

        In making a determination that an offering of common stock below its NAV per share is in our and our stockholders' best interests, our Board of Directors will consider a variety of factors including:

S-28


Table of Contents

        Our Board of Directors will also consider the fact that sales of shares of common stock at a discount will benefit our Adviser as our Adviser will earn additional investment management fees on the proceeds of such offerings, as it would from the offering of any other of our securities or from the offering of common stock at a premium to NAV per share.

        We will not sell shares of our common stock under this prospectus supplement pursuant to the Stockholder Approval without first filing a post-effective amendment to the registration statement if the cumulative dilution to our NAV per share from offerings under the registration statement exceeds 15%. This would be measured separately for each offering pursuant to the registration statement by calculating the percentage dilution or accretion to aggregate NAV from that offering and then summing the percentage from each offering. For example, if our most recently determined NAV per share at the time of the first offering is $10.00 and we have 140 million shares outstanding, the sale of 35 million shares at net proceeds to us of $5.00 per share (a 50% discount) would produce dilution of 10%. If we subsequently determined that our NAV per share increased to $11.00 on the then 175 million shares outstanding and then made an additional offering, we could, for example, sell approximately an additional 43.75 million shares at net proceeds to us of $8.25 per share, which would produce dilution of 5%, before we would reach the aggregate 15% limit. If we file a new post-effective amendment, the threshold would reset.

        Sales by us of our common stock at a discount from NAV per share pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. Any sale of common stock at a price below NAV per share would result in an immediate dilution to existing common stockholders who do not participate in such sale on at least a pro-rata basis. See "Risk Factors—Risks Related to an Investment in Our Common Stock."

        The following three headings and accompanying tables explain and provide hypothetical examples of the impact of an offering of our common stock at a price less than NAV per share on three different types of investors:

Impact on Existing Stockholders who do not Participate in an Offering

        Our existing stockholders who do not participate in an offering below NAV per share or who do not buy additional shares in the secondary market at the same or lower price we obtain in the offering (after expenses and commissions) face the greatest potential risks. These stockholders will experience an immediate decrease (often called dilution) in the NAV of the shares they hold and their NAV per share. These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we will experience in our assets, potential earning power and voting interests due to the offering. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discounts increase. Further, if current stockholders do not purchase sufficient shares to maintain their percentage interest, regardless of whether such offering is above or below the then-current NAV, their voting power will be diluted.

S-29


Table of Contents

        The following table illustrates the level of NAV dilution that would be experienced by a nonparticipating stockholder in three different hypothetical offerings of different sizes and levels of discount from NAV per share, although it is not possible to predict the level of market price decline that may occur. Actual sales prices and discounts may differ from the presentation below.

        The examples assume that we have 1,000,000 common shares outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current NAV and NAV per share are thus $10,000,000 and $10.00, respectively. The table illustrates the dilutive effect on a nonparticipating stockholder of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and commission (a 5% discount from NAV), (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and commissions (a 10% discount from NAV) and (3) an offering of 200,000 shares (20% of the outstanding shares) at $8.00 per share after offering expenses and commissions (a 20% discount from NAV).

 
   
  Example 1
5% Offering
at 5% Discount
  Example 2
10% Offering
at 10% Discount
  Example 3
20% Offering
at 20% Discount
 
 
  Prior to Sale
Below NAV
  Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
 

Offering Price

                                           

Price per Share to Public

      $ 10.00       $ 9.47       $ 8.42      

Net Proceeds per Share to Issuer

      $ 9.50       $ 9.00       $ 8.00      

Decrease to NAV per Share

                                           

Total Shares Outstanding

    1,000,000     1,050,000     5.00 %   1,100,000     10.00 %   1,200,000     20.00 %

NAV per Share

  $ 10.00   $ 9.98     (0.20 )% $ 9.91     (0.90 )% $ 9.67     (3.33 )%

Dilution to Stockholder

                                           

Shares Held by Stockholder

    10,000     10,000         10,000         10,000      

Percentage Held by Stockholder

    1.0 %   0.95 %   (4.76 )%   0.91 %   (9.09 )%   0.83 %   (16.67 )%
 

Total Asset Values

                                           

Total NAV Held by Stockholder

  $ 100,000   $ 99,800     (0.20 )% $ 99,100     (0.90 )% $ 96,700     (3.33 )%

Total Investment by Stockholder (Assumed to be $10.00 per Share)

  $ 100,000   $ 100,000       $ 100,000       $ 100,000      
 

Total Dilution to Stockholder (Total NAV Less Total Investment)

      $ (200 )     $ (900 )     $ (3,300 )    

Per Share Amounts

                                           

NAV Per Share Held by Stockholder

      $ 9.98       $ 9.91       $ 9.67      
 

Investment per Share Held by Stockholder (Assumed to be $10.00 per Share on Shares Held prior to Sale)

  $ 10.00   $ 10.00       $ 10.00       $ 10.00      
 

Dilution per Share Held by Stockholder (NAV per Share Less Investment per Share)

      $ (0.02 )     $ (0.09 )     $ (0.33 )    
 

Percentage Dilution to Stockholder (Dilution per Share Divided by Investment per Share)

            (0.20 )%       (0.90 )%       (3.33 )%

S-30


Table of Contents

Impact on Existing Stockholders who do Participate in an Offering

        Our existing stockholders who participate in an offering below NAV per share or who buy additional shares in the secondary market at the same or lower price as we obtain in the offering (after expenses and commissions) will experience the same types of NAV dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in our shares immediately prior to the offering. The level of NAV dilution will decrease as the number of shares such stockholders purchase increases. Existing stockholders who buy more than such percentage will experience NAV dilution but will, in contrast to existing stockholders who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in NAV per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over-participates will, however, be subject to the risk that we may make additional discounted offerings in which such stockholder does not participate, in which case such a stockholder will experience NAV dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discount to NAV increases.

        The following chart illustrates the level of dilution and accretion in the hypothetical 20% discount offering from the prior chart for a stockholder that acquires shares equal to (1) 50% of its proportionate share of the offering (i.e., 1,000 shares, which is 0.50% of the offering 200,000 shares

S-31


Table of Contents


rather than its 1% proportionate share) and (2) 150% of such percentage (i.e., 3,000 shares, which is 1.50% of an offering of 200,000 shares rather than its 1% proportionate share).

 
   
  50% Participation   150% Participation  
 
  Prior to Sale
Below NAV
  Following
Sale
  %
Change
  Following
Sale
  %
Change
 

Offering Price

                               

Price per Share to Public

      $ 8.42       $ 8.42      

Net Proceeds per Share to Issuer

      $ 8.00       $ 8.00      

Increases in Shares and Decrease to NAV per Share

                               

Total Shares Outstanding

    1,000,000     1,200,000     20.00 %   1,200,000     20.00 %

NAV per Share

  $ 10.00   $ 9.67     (3.33 )% $ 9.67     (3.33 )%

Dilution/Accretion to Stockholder

                               

Shares Held by Stockholder

    10,000     11,000     10.00 %   13,000     30.00 %

Percentage Held by Stockholder

    1.0 %   0.92 %   (8.33 )%   1.08 %   8.33 %
 

Total Asset Values

                               

Total NAV Held by Stockholder

  $ 100,000   $ 106,333     6.33 % $ 125,667     25.67 %

Total Investment by Stockholder (Assumed to be $10.00 per Share on Shares Held prior to Sale)

  $ 100,000   $ 108,420       $ 125,260      
 

Total Dilution/Accretion to Stockholder (Total NAV Less Total Investment)

        (2,087 )     $ 407      

Per Share Amounts

                               

NAV Per Share Held by Stockholder

      $ 9.67       $ 9.67      
 

Investment per Share Held by Stockholder (Assumed to be $10.00 per Share on Shares Held prior to Sale)

  $ 10.00   $ 9.86     (1.44 )% $ 9.64     (3.65 )%
 

Dilution/Accretion per Share Held by Stockholder (NAV per Share Less Investment per Share)

      $ (0.19 )     $ 0.03      
 

Percentage Dilution/Accretion to Stockholder (Dilution/Accretion per Share Divided by Investment per Share)

            (1.92 )%       0.32 %

Impact on New Investors

        Investors who are not currently stockholders, but who participate in an offering below NAV and whose investment per share is greater than the resulting NAV per share (due to selling compensation and expenses paid by us) will experience an immediate decrease, albeit small, in the NAV of their shares and their NAV per share compared to the price they pay for their shares. Investors who are not currently stockholders and who participate in an offering below NAV per share and whose investment per share is also less than the resulting NAV per share due to selling compensation and expenses paid by the issuer being significantly less than the discount per share will experience an immediate increase in the NAV of their shares and their NAV per share compared to the price they pay for their shares. These investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests. These investors will, however, be subject to the risk that we may make additional discounted offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings. These investors may also experience a decline

S-32


Table of Contents


in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discounts increases.

        The following chart illustrates the level of dilution or accretion for new investors that would be experienced by a new investor in the same 5%, 10% and 20% discounted offerings as described in the first chart above. The illustration is for a new investor who purchases the same percentage (1%) of the shares in the offering as the stockholder in the prior examples held immediately prior to the offering.

 
   
  Example 1
5% Offering
at 5% Discount
  Example 2
10% Offering
at 10% Discount
  Example 3
20% Offering
at 20% Discount
 
 
  Prior to Sale
Below NAV
  Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
 

Offering Price

                                           

Price per Share to Public

      $ 10.00       $ 9.47       $ 8.42      

Net Proceeds per Share to Issuer

      $ 9.50       $ 9.00       $ 8.00      

Decrease to NAV per Share

                                           

Total Shares Outstanding

    1,000,000     1,050,000     5.00 %   1,100,000     10.00 %   1,200,000     20.00 %

NAV per Share

  $ 10.00   $ 9.98     (0.20 )% $ 9.91     (0.90 )% $ 9.67     (3.33 )%

Dilution/Accretion to Stockholder

                                           

Shares Held by Stockholder

        500         1,000         2,000      

Percentage Held by Stockholder

    0.0 %   0.05 %       0.09 %       0.17 %    
 

Total Asset Values

                                           

Total NAV Held by Stockholder

      $ 4,990       $ 9,910       $ 19,340      

Total Investment by Stockholder

      $ 5,000       $ 9,470       $ 16,840      
 

Total Dilution/Accretion to Stockholder (Total NAV Less Total Investment)

      $ (10 )     $ 440       $ 2,500      

Per Share Amounts

                                           

NAV Per Share Held by Stockholder

      $ 9.98       $ 9.91       $ 9.67      
 

Investment per Share Held by Stockholder

      $ 10.00       $ 9.47       $ 8.42      
 

Dilution/Accretion per Share Held by Stockholder (NAV per Share Less Investment per Share)

      $ (0.02 )     $ 0.44       $ 1.25      
 

Percentage Dilution/Accretion to Stockholder (Dilution/Accretion per Share Divided by Investment per Share)

            (0.20 )%       4.65 %       14.85 %

S-33


Table of Contents


PLAN OF DISTRIBUTION

        Upon written instructions from the Company, BB&T Capital Markets, a division of Scott & Stringfellow, LLC, will use its commercially reasonable efforts consistent with its sales and trading practices to sell, as our sales agent, common stock under the terms and subject to the conditions set forth in the equity distribution agreement. We will instruct the Sales Manager as to the amount of common stock to be sold by it. We may instruct the Sales Manager not to sell common stock if the sales cannot be effected at or above the price designated by the Company in any instruction. We or the Sales Manager may suspend the offering of common stock upon proper notice and subject to other conditions.

        The Sales Manager will provide written confirmation of a sale to us no later than the opening of the trading day on the Nasdaq Global Select Market following each trading day in which shares of our common stock are sold under the equity distribution agreement. Each confirmation will include the number of shares of common stock sold on the preceding day, the net proceeds to us and the compensation payable by us to the Sales Manager in connection with the sales.

        The Sales Manager will receive from us a commission equal to 2.0% of the gross sales price of all shares of common stock sold through it as Sales Manager under the equity distribution agreement. There is no guarantee that there will be any sales of our shares of common stock under this prospectus supplement and the accompanying prospectus. Actual sales, if any, of our shares of common stock under this prospectus supplement and accompanying prospectus may be less than as set forth on the cover of this prospectus supplement. In addition, the price per share of any such sale may be greater or less than $12.13, the last reported sale price for shares of our common stock on May 13, 2010 as traded on the Nasdaq Global Select Market, depending on the market price of our shares of common stock at the time of any such sale. We estimate that the total expenses for the offering, excluding compensation payable to the Sales Manager under the terms of the equity distribution agreement, will be approximately $0.8 million. We have agreed to reimburse the Sales Manager for certain of its expenses.

        Settlement for sales of shares of common stock will occur on the third trading day following the date on which such sales are made, or on some other date that is agreed upon by the Company and the Sales Manager in connection with a particular transaction, in return for payment of the net proceeds to the Company. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

        In connection with the sale of the common stock on our behalf, the Sales Manager may be deemed to be an "underwriter" within the meaning of the Securities Act, and the compensation of the Sales Manager may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to each the Sales Manager against certain civil liabilities, including liabilities under the Securities Act.

        The offering of our shares of common stock pursuant to the equity distribution agreement will terminate upon the earlier of (i) the sale of all common stock subject to the equity distribution agreement or (ii) the termination of the equity distribution agreement. The equity distribution agreement may be terminated by the Company in our sole discretion under the circumstances specified in the equity distribution agreement by giving notice to the Sales Manager. In addition, the Sales Manager may terminate the equity distribution agreement under the circumstances specified in the equity distribution agreement by giving notice to the Company.

        The Sales Manager may perform investment banking and advisory services for us from time to time for which they have received customary fees and expenses. The Sales Manager and their respective affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of business.

        The principal business address of BB&T Capital Markets, a division of Scott & Stringfellow, LLC, is 909 East Main Street, Richmond, VA 23219.

S-34


Table of Contents


LEGAL MATTERS

        The legality of securities offered hereby will be passed upon for us by Cooley LLP, Reston, Virginia. Certain legal matters will be passed on for the Sales Manager by Troutman Sanders LLP.


EXPERTS

        The financial statements as of September 30, 2009 and September 30, 2008 and for each of the three years in the period ended September 30, 2009 and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) as of September 30, 2009 included in the accompanying prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.


AVAILABLE INFORMATION

        We have filed with the SEC a registration statement on Form N-2 under the Securities Act, with respect to our common stock offered by this prospectus supplement and the accompanying prospectus. This prospectus supplement, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or exhibits and schedules thereto. For further information with respect to our business and our common stock, reference is made to the registration statement, including the amendments, exhibits and schedules thereto.

        We also file reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Such reports, proxy statements and other information, as well as the registration statement and the amendments, exhibits and schedules thereto, can be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information about the operation of the public reference facilities may be obtained by calling the SEC at 1-202-551-8090. The SEC maintains a website that contains reports, proxy statements and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC's website is http://www.sec.gov. Copies of such material may also be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Our common stock is listed on The Nasdaq Global Select Market and our corporate website is located at http://www.gladstonecapital.com. The information contained on, or accessible through, our website is not a part of this prospectus supplement.

        We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

        We also furnish to our stockholders annual reports, which include annual financial information that has been examined and reported on, with an opinion expressed, by our independent registered public accounting firm. See "Experts" in the accompanying prospectus.

S-35


Table of Contents


INTERIM MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(dollar amounts in thousands, except per share data or unless otherwise indicated)

        All statements contained herein, other than historical facts, may constitute "forward-looking statements." These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as "estimate," "may," "might," "believe," "will," "provided," "anticipate," "future," "could," "growth," "plan," "intend," "expect," "should," "would," "if," "seek," "possible," "potential," "likely" or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We caution readers not to place undue reliance on any such forward-looking statements. 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 prospectus supplement.

        The following analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto contained elsewhere in this prospectus supplement and in the accompanying prospectus.

OVERVIEW

General

        We were incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. Our investment objective is 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 substantially owned by leveraged buyout funds, individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, we may acquire from others existing loans that meet this profile. 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. We operate as a closed-end, non-diversified management investment company, and have elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, for tax purposes we have elected to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code").

        We seek to invest in small and medium-sized private U.S. businesses that meet certain criteria, including some but not all of the following: the potential for growth in cash flow, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, profitable operations based on the borrower's cash flow, reasonable capitalization of the borrower (usually by leveraged buyout funds or venture capital funds) and the potential to realize appreciation and gain liquidity in our equity position, if any. We anticipate that liquidity in our equity position will be achieved through a merger or acquisition of the borrower, a public offering of the borrower's stock or by exercising our right to require the borrower to repurchase our warrants, though there can be no assurance that we will always have these rights. We lend to borrowers that need funds to finance growth, restructure their balance sheets or effect a change of control.

S-36


Table of Contents

Business Environment

        While economic conditions generally appear to be improving somewhat, we remain cautious about a long-term economic recovery. The recent recession generally, and the disruptions in the capital markets in particular, have decreased liquidity and increased our cost of debt and equity capital, where available. The longer these conditions persist, the greater the probability that these factors could continue to increase our costs of, and significantly limit our access to, debt and equity capital and, thus, have an adverse effect on our operations and financial results. Many of the companies in which we have made or will make investments are still susceptible to the economic conditions, which may affect the ability of one or more of our portfolio companies to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The economic conditions could also disproportionately impact some of the industries in which we invest, causing us to be more vulnerable to losses in our portfolio, which could cause the number of our non-performing assets to increase and the fair market value of our portfolio to decrease. We do not know when market conditions will stabilize, if adverse conditions will intensify or the full extent to which the disruptions will affect us. If market instability persists or intensifies, we may experience difficulty in raising capital.

        Challenges in the current market are intensified for us by certain regulatory limitations under the Code and the 1940 Act, as well as contractual restrictions under the agreement governing our credit facility that further constrain our ability to access the capital markets. To maintain our qualification as a RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments makes it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. Our external financing sources include the issuance of equity securities, debt securities or other leverage such as borrowings under our line of credit. Our ability to seek external debt financing, to the extent that it is available under current market conditions, is further subject to the asset coverage limitations of the 1940 Act, which require us to have at least a 200% asset coverage ratio, meaning generally that for every dollar of debt, we must have two dollars of assets.

        Market conditions have also affected the trading price of our common stock and thus our ability to finance new investments through the issuance of equity. When our stock is trading below net asset value ("NAV"), as it has consistently traded for most of the last 18 months, our ability to issue equity is constrained by provisions of the 1940 Act which generally prohibit the issuance and sale of our common stock below NAV per share without stockholder approval other than through sales to our then-existing stockholders pursuant to a rights offering. At our annual meeting of stockholders held on February 18, 2010, stockholders approved a proposal which authorizes us to sell shares of our common stock at a price below our then current NAV per share for a period of one year from the date of approval, provided that our Board of Directors makes certain determinations prior to any such sale. On May 3, 2010, the closing market price of our common stock was $13.87, which price represented a 15% premium to our March 31, 2010 NAV per share.

        Current economic conditions may also decrease the value of collateral securing some of our loans, as well as the value of our equity investments, which has impacted and may continue to impact our ability to borrow under our credit facility. For the six months ended March 31, 2010, we recorded net unrealized appreciation on our portfolio of investments of $5,082. We may see decreases in the value of our portfolio, which will further limit our ability to borrow under our current credit facility. Additionally, our credit facility contains covenants regarding the maintenance of certain minimum net worth requirements which are affected by the decrease in value of our portfolio. Failure to meet these requirements would result in a default which, if we are unable to obtain a waiver from our lenders, would result in the acceleration of our repayment obligations under our credit facility. As of March 31, 2010, we were in compliance with all of the facility covenants.

S-37


Table of Contents

        We expect that, given these regulatory and contractual constraints in combination with current market conditions, debt and equity capital may be costly or difficult for us to access. However, we believe that our entry into a new $127,000 credit facility with a two-year term (discussed in detail further below) increases our ability to make new investments consistent with our strategy of making conservative investments in businesses that we believe will weather the current economy and that are likely to produce attractive long-term returns for our stockholders.

Syndicated Loan Valuations

        In monitoring the market activity during the quarter ended March 31, 2010, we noted market conditions indicating continued liquidity and a better functioning secondary market for syndicated loans. Therefore, in accordance with Accounting Standards Codification ("ASC") 820, and following our valuation procedures which specify the use of third-party indicative bid quotes for valuing syndicated loans where there is a liquid public market for those loans and market pricing quotes are readily available, third-party bid quotes were used to value the remaining syndicated loans not sold during the quarter ended March 31, 2010. As we noted some illiquidity in the public market, we do not believe that the third-party bid quotes are representative of Level 2 inputs.

Investment Highlights

        Purchases:    During the six months ended March 31, 2010, we extended $180 of investments to a new portfolio company and $7,140 of investments to existing portfolio companies through revolver draws or the additions of new term notes, for total investments of $7,320.

        Repayments:    During the six months ended March 31, 2010, five borrowers made unscheduled full payoffs of $31,006, one borrower made an unscheduled partial payoff of $950 and we experienced contractual amortization, revolver repayments and some principal payments received ahead of schedule for an aggregate of $6,513, for total principal repayments of $38,469.

        Sales:    During the six months ended March 31, 2010, we sold three syndicated loans (which resulted in our exit from three portfolio companies) for an aggregate of $3,119 in net proceeds.

        Since our initial public offering in August 2001, we have made 263 different loans to, or investments in, 127 companies for a total of approximately $958,933, before giving effect to principal repayments on investments and divestitures.

Financing Highlights

        On March 15, 2010, through our wholly-owned subsidiary, Gladstone Business Loan, LLC ("Business Loan"), we entered into a fourth amended and restated credit agreement which provides for a $127,000 revolving line of credit arranged by Key Equipment Finance Inc. as administrative agent (the "Credit Facility"). Branch Banking and Trust Company ("BB&T") and ING Capital LLC ("ING") also joined the Credit Facility as committed lenders. Subject to certain terms and conditions, the Credit Facility may be expanded up to $202 million through the addition of other committed lenders to the facility. The Credit Facility matures in two years on March 15, 2012, and, if the facility is not renewed or extended by this date, all principal and interest will be due and payable on March 15, 2013. Advances under the Credit Facility will generally bear interest at the 30-day LIBOR (subject to a minimum rate of 2%), plus 4.5% per annum, with a commitment fee of 0.5% per annum on undrawn amounts.

S-38


Table of Contents

        During the six months ended March 31, 2010, we applied Financial Accounting Standards Board ("FASB") ASC 825, "Financial Instruments," specifically to our Credit Facility, which requires us to apply a fair value methodology to the Credit Facility as of March 31, 2010. Since the Credit Facility was entered into during the three months ended March 31, 2010, the cost basis of the Credit Facility of $53,000 was determined to be the best approximation of fair value as of March 31, 2010.

Registration Statement

        On October 20, 2009, we filed a registration statement on Form N-2 with the Securities and Exchange Commission (the "SEC") that was amended on December 9, 2009. The SEC declared the registration statement effective on January 28, 2010 and such registration statement will permit us to issue, through one or more transactions, up to an aggregate of $300,000 in securities, consisting of common stock, senior common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock, or a combination of these securities.

S-39


Table of Contents

RESULTS OF OPERATIONS

Comparison of the Three Months Ended March 31, 2010 to the Three Months Ended March 31, 2009

A comparison of our operating results for the three months ended March 31, 2010 and March 31, 2009 is shown below:

 
  For the three months ended March 31,  
 
  2010   2009   $ Change   % Change  

INVESTMENT INCOME

                         
 

Interest income—non control/non affiliate investments

  $ 8,523   $ 10,329   $ (1,806 )   (17.5 )%
 

Interest income—control investments

    709     482     227     47.1 %
 

Interest income—cash

        1     (1 )   (100.0 )%
 

Interest income—notes receivable from employees

    108     117     (9 )   (7.7 )%
 

Prepayment fees and other income

    474         474      
                   
   

Total investment income

    9,814     10,929     (1,115 )   (10.2 )%
                   

EXPENSES

                         
 

Interest expense

    1,136     2,016     (880 )   (43.7 )%
 

Loan servicing fee

    852     1,526     (674 )   (44.2 )%
 

Base management fee

    739     484     255     52.7 %
 

Incentive fee

    1,072     1,089     (17 )   (1.6 )%
 

Administration fee

    176     211     (35 )   (16.6 )%
 

Professional fees

    219     205     14     6.8 %
 

Amortization of deferred financing fees

    449     726     (277 )   (38.2 )%
 

Stockholder related costs

    144     196     (52 )   (26.5 )%
 

Directors' fees

    48     48         0.0 %
 

Insurance expense

    79     65     14     21.5 %
 

Compensation expense

    245         245      
 

Other expenses

    187     74     113     152.7 %
                   
   

Expenses before credit from Adviser

    5,346     6,640     (1,294 )   (19.5 )%
 

Credit to base management and incentive fees from Adviser

    (6 )   (1,266 )   1,260     (99.5 )%
                   
   

Total expenses net of credit to base management and incentive fees

    5,340     5,374     (34 )   (0.6 )%
                   

NET INVESTMENT INCOME

    4,474     5,555     (1,081 )   (19.5 )%
                   

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, DERIVATIVE AND BORROWINGS UNDER LINE OF CREDIT:

                         
 

Net realized gain (loss) on investments

    892     (2,000 )   2,892     (144.6 )%
 

Realized loss on settlement of derivative

        (304 )   304     (100.0 )%
 

Net unrealized appreciation on derivative

        304     (304 )   (100.0 )%
 

Net unrealized appreciation on investments

    2,483     6,725     (4,242 )   (63.1 )%
 

Net unrealized depreciation on borrowings under line of credit

    131         131      
                   
   

Net gain on investments, derivative and borrowings under line of credit

    3,506     4,725     (1,219 )   (25.8 )%

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 
$

7,980
 
$

10,280
 
$

(2,300

)
 
(22.4

)%
                   

S-40


Table of Contents

Investment Income

        Investment income for the three months ended March 31, 2010 was $9,814, as compared to $10,929 for the three months ended March 31, 2009. Interest income from our aggregate investment portfolio decreased for the three months ended March 31, 2010, as compared to the prior year period. The level of interest income from investments is directly related to the balance, at cost, of the interest-bearing investment portfolio outstanding during the period multiplied by the weighted average yield. The weighted average yield varies from period to period based on the current stated interest rate on interest-bearing investments and the amounts of loans for which interest is not accruing. Interest income from our investments decreased primarily due to the overall reduction in the cost basis of our investments, resulting from the exit of loans subsequent to March 31, 2009, partially offset by an increase in the weighted average yield on our portfolio. The annualized weighted average yield on our portfolio, excluding cash and cash equivalents, was 10.9% for the three months ended March 31, 2010 as compared to 9.7% for the prior year period. During the three months ended March 31, 2010, six investments were on non-accrual, for an aggregate of approximately $26,422 at cost, or 8.0% of the aggregate cost of our investment portfolio, and during the prior year period, three investments were on non-accrual, for an aggregate of approximately $10,659 at cost, or 2.4% of the aggregate cost of our investment portfolio. The increase in investments on non-accrual was due primarily to the addition of one portfolio company (Lindmark). Although we did not historically report Lindmark as non-accrual, we have not recognized interest income on this investment since April 2009.

        Interest income from Non-Control/Non-Affiliate investments decreased for the three months ended March 31, 2010, as compared to the prior year period. The decrease was primarily attributable to an overall decrease in the aggregate Non-Control/Non-Affiliate investments held at March 31, 2010 compared to the prior year period. The decrease was also attributable to the conversion of two Non-Control/Non-Affiliate investments held during the prior year period (Clinton and Defiance) to Control investments. In addition, we reversed previously recorded interest income of approximately $90 during the three months ended March 31, 2010. The success fees earned during the three months ended March 31, 2010 and March 31, 2009 included in interest income were $848 and $21, respectively. Success fees earned during the three months ended March 31, 2010 resulted from payoffs from ActivStyle, Saunders and Visual Edge. Success fees earned during the three months ended March 31, 2009 resulted from a refinancing by It's Just Lunch.

        Interest income from Control investments increased for the three months ended March 31, 2010, as compared to the prior year period. The increase was attributable to two additional Control investments held during the quarter ended March 31, 2010 (Clinton and Defiance), which were converted from Non-Control/Non-Affiliate investments, as compared to the prior year period.

S-41


Table of Contents

        The following table lists the interest income from investments for the five largest portfolio company investments during the respective periods:


Three months ended March 31, 2010

Company
  Interest
Income
  % of
Total
 

Visual Edge

  $ 967     10.5 %

Reliable Biopharma

    738     8.0 %

Sunshine Media

    693     7.5 %

Westlake Hardware

    672     7.3 %

Clinton

    514     5.5 %
           

Subtotal

  $ 3,584     38.8 %

Other companies

    5,648     61.2 %
           

Total interest income

  $ 9,232     100.0 %
           


Three months ended March 31, 2009

Company
  Interest
Income
  % of
Total
 

Sunshine Media

  $ 824     7.6 %

Reliable Biopharma

    757     7.0 %

Westlake Hardware

    597     5.5 %

Clinton

    465     4.3 %

VantaCore

    416     3.9 %
           

Subtotal

  $ 3,059     28.3 %

Other companies

    7,752     71.7 %
           

Total interest income

  $ 10,811     100.0 %
           

        Interest income from invested cash for the three months ended March 31, 2010 and 2009 was nominal. Interest income is based on the amount of cash held in interest bearing accounts and the interest earned on our custodial account prior to disbursement.

        Interest income from loans to our employees, in connection with the exercise of employee stock options, decreased slightly for the three months ended March 31, 2010 as compared to the prior year period due to the reduction of employee loans during the previous quarter ended December 31, 2009.

        Prepayment fees and other income increased for the three months ended March 31, 2010 as compared to the prior year period. The income for the current period consisted of prepayment penalty fees received upon unscheduled principal repayments as well as interest from stock option loans of former employees.

Operating Expenses

        Operating expenses, net of credits from the Adviser for fees earned and voluntary and irrevocable waivers applied to the base management and incentive fees, decreased for the three months ended March 31, 2010, as compared to the prior year period. This reduction was primarily due to a decrease in interest expense and the amortization of deferred financing fees incurred in connection with the Credit Facility, as well as a decrease in incentive fees, which were offset by a reduction in the Adviser's voluntary credit to the incentive fee and compensation expense.

S-42


Table of Contents

        Interest expense decreased for the three months ended March 31, 2010 as compared to the prior year period due primarily to decreased borrowings under our line of credit during the three months ended March 31, 2010 as well as a lower weighted average annual interest cost, which is determined by using the annual stated interest rate plus commitment and other fees, plus the amortization of deferred financing fees divided by the weighted average debt outstanding.

        Loan servicing fees decreased for the three months ended March 31, 2010 as compared to the prior year period. These fees are incurred in connection with a loan servicing agreement between Business Loan and our Adviser, which is based on the size of our investment portfolio. The decrease was primarily due to the reduction in the size of our investment portfolio, in particular the loans in our borrowing base. Due to voluntary, irrevocable and unconditional waivers applied during these periods, senior syndicated loans incurred a 0.5% annual fee, whereas proprietary loans incurred a 1.5% annual fee. All of these fees were offset against the amount of the base management fee due to our Adviser.

        Base management fee (which is net of loan servicing fees) increased for the three months ended March 31, 2010 as compared to the prior year period. However, the gross management fee (consisting of the loan servicing fees plus the base management fee) decreased from the prior year period as shown below:

 
  Three months ended  
 
  March 31, 2010   March 31, 2009  

Loan servicing fee

  $ 852   $ 1,526  

Base management fee

    739     484  
           
 

Gross management fee

  $ 1,591   $ 2,010  
           

        Gross management fee decreased due to fewer total assets held during the three months ended March 31, 2010. The base management fee is computed quarterly as described under "Investment Advisory and Management Agreement" in Note 4 of the notes to the consolidated financial statements in the accompanying prospectus, and is summarized in the table below:

 
  Three months ended  
 
  March 31, 2010   March 31, 2009  

Base management fee(1)

  $ 739   $ 484  

Credit for fees received by Adviser from the portfolio companies

        (80 )

Fee reduction for the voluntary, irrevocable waiver of 2.0% fee on senior syndicated loans to 0.5% per annum(2)

    (6 )   (97 )
           
 

Net base management fee

  $ 733   $ 307  
           

(1)
Base management fee is net of loan servicing fees per the terms of the Advisory Agreement.

(2)
The board of our Adviser voluntarily and irrevocably waived, for the three months ended March 31, 2010 and 2009, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations. Fees waived cannot be recouped by the Adviser in the future.

S-43


Table of Contents

        Incentive fee decreased slightly for the three months ended March 31, 2010 as compared to the prior year period. The board of directors of our Adviser voluntarily, irrevocably and unconditionally waived the entire incentive fee for the three months ended March 31, 2009. No portion of the incentive fee was waived during the three months ended March 31, 2010. The incentive fee and associated credits are summarized in the table below:

 
  Three months ended  
 
  March 31, 2010   March 31, 2009  

Incentive fee

  $ 1,072   $ 1,089  

Credit from voluntary, irrevocable waiver issued by Adviser's board of directors

        (1,089 )
           
 

Net incentive fee

  $ 1,072   $  
           

        Administration fee decreased for the three months ended March 31, 2010 as compared to the prior year period, due to a decrease of administration staff and related expenses, as well as a decrease in our total assets in comparison to the total assets of all companies managed by our Adviser under similar agreements. The calculation of the administration fee is described in detail under "Investment Advisory and Management Agreement" in Note 4 of the notes to the consolidated financial statements in the accompanying prospectus.

        Compensation expense increased for the three months ended March 31, 2010 as compared to the prior year period due to the conversion of stock option loans of two former employees of the Adviser from recourse to non-recourse loans. The conversions were non-cash transactions and were accounted for as repurchases of the shares previously received by the employees of the Adviser upon exercise of the stock options in exchange for the non-recourse notes. The repurchases were accounted for as treasury stock transactions at the fair value of the shares, totaling $420. Since the value of the stock option loans totaled $665, we recorded compensation expense of $245.

        Other operating expenses (including professional fees, deferred financing fees, stockholder related costs, director's fees, insurance and other direct expenses) increased for the three months ended March 31, 2010 as compared to the prior year period, due primarily to legal fees incurred in connection with troubled loans during the three months ended March 31, 2010 and the provision for uncollectible receivables from portfolio companies.

Net Realized Gain (Loss) on Investments

        Net realized gain on investments for the three months ended March 31, 2010 was $892, which consisted of a gain from ACE Expediters of $1,366, partially offset by an aggregate of $474 of losses from the CCS payoff and GoldToe syndicated loan sale. Net realized loss on investments for the three months ended March 31, 2009 was $2,000, which resulted from writing off the remaining balance of the Greatwide senior subordinated term loan.

Realized Loss on Settlement of Derivative

        During the three months ended March 31, 2009, we realized a loss of $304 due to the expiration of the interest rate cap in February 2009.

Net Unrealized Appreciation on Derivative

        Net unrealized appreciation (depreciation) on derivative is the net change in the fair value of our interest rate cap during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. For the three months ended March 31, 2009, we recorded unrealized appreciation on derivative of $304, which resulted from the reversal of

S-44


Table of Contents


previously recorded unrealized depreciation when the loss was realized during the March 2009 quarter (see discussion above).

Net Unrealized Appreciation on Investments

        Net unrealized appreciation (depreciation) on investments is the net change in the fair value of our investment portfolio during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. The net unrealized appreciation on investments for the three months ended March 31, 2010 consisted of the following:

 

Control investments

  $ (566 )

 

Non-Control/Non-Affiliate investments

    1,018  

 

Reversal of previously recorded unrealized depreciation upon realization of losses

    2,031  
           

 

    Total

  $ 2,483  
           

        Although our investment portfolio appreciated during the three months ended March 31, 2010, our entire portfolio was fair valued at 88% of cost as of March 31, 2010. The cumulative unrealized depreciation of our investments does not have an impact on our current ability to pay distributions to stockholders; however, it may be an indication of future realized losses, which could ultimately reduce our income available for distribution.

Net Unrealized Depreciation on Borrowings under Line of Credit

        Net unrealized depreciation on borrowings under line of credit is the net change in the fair value of our line of credit borrowings during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. We elected to apply ASC 825, "Financial Instruments," which requires that we apply a fair value methodology to the Credit Facility. We estimated the fair value of the Credit Facility using estimates of value provided by an independent third party and our own assumptions in the absence of observable market data, including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. Since the Credit Facility was entered into during the three months ended March 31, 2010, the cost basis of the Credit Facility of $53,000 was determined to be the best approximation of the fair value as of March 31, 2010.

Net Increase in Net Assets Resulting from Operations

        For the three months ended March 31, 2010, we realized a net increase in net assets resulting from operations of $7,980 as a result of the factors discussed above. For the three months ended March 31, 2009, we realized a net increase in net assets resulting from operations of $10,280. Our net increase in net assets resulting from operations per basic and diluted weighted average common share for the three months ended March 31, 2010 and March 31, 2009 were $0.38 and $0.48, respectively.

S-45


Table of Contents

Comparison of the Six Months Ended March 31, 2010 to the Six Months Ended March 31, 2009

A comparison of our operating results for the six months ended March 31, 2010 and March 31, 2009 is shown below:

 
  For the six months ended March 31,  
 
  2010   2009   $ Change   % Change  

INVESTMENT INCOME

                         
 

Interest income—non control/non affiliate investments

  $ 17,432   $ 21,990   $ (4,558 )   (20.7 )%
 

Interest income—control investments

    1,477     502     975     194.2 %
 

Interest income—cash

        11     (11 )   (100.0 )%
 

Interest income—notes receivable from employees

    221     235     (14 )   (6.0 )%
 

Prepayment fees and other income

    488         488      
                   
   

Total investment income

    19,618     22,738     (3,120 )   (13.7 )%
                   

EXPENSES

                         
 

Interest expense

    2,671     4,478     (1,807 )   (40.4 )%
 

Loan servicing fee

    1,781     3,149     (1,368 )   (43.4 )%
 

Base management fee

    1,459     917     542     59.1 %
 

Incentive fee

    1,447     2,265     (818 )   (36.1 )%
 

Administration fee

    354     438     (84 )   (19.2 )%
 

Professional fees

    1,131     518     613     118.3 %
 

Amortization of deferred financing fees

    943     1,446     (503 )   (34.8 )%
 

Stockholder related costs

    222     284     (62 )   (21.8 )%
 

Directors' fees

    97     97         0.0 %
 

Insurance expense

    147     122     25     20.5 %
 

Compensation expense

    245         245      
 

Other expenses

    254     140     114     81.4 %
                   
   

Expenses before credit from Adviser

    10,751     13,854     (3,103 )   (22.4 )%
 

Credit to base management and incentive fees from Adviser

    (35 )   (2,553 )   2,518     (98.6 )%
                   
   

Total expenses net of credit to base management and incentive fees

    10,716     11,301     (585 )   (5.2 )%
                   

NET INVESTMENT INCOME

    8,902     11,437     (2,535 )   (22.2 )%
                   

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, DERIVATIVE AND BORROWINGS UNDER LINE OF CREDIT:

                         
 

Net realized loss on investments

    (28 )   (3,731 )   3,703     (99.2 )%
 

Realized loss on settlement of derivative

        (304 )   304     (100.0 )%
 

Net unrealized appreciation on derivative

        304     (304 )   (100.0 )%
 

Net unrealized appreciation (depreciation) on investments

    5,082     (6,528 )   11,610     (177.8 )%
 

Net unrealized appreciation on borrowings under line of credit

    350         350      
                   
   

Net gain (loss) on investments, derivative and borrowings under line of credit

    5,404     (10,259 )   15,663     (152.7 )%

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 
$

14,306
 
$

1,178
 
$

13,128
   
1,114.4

%
                   

S-46


Table of Contents

Investment Income

        Investment income for the six months ended March 31, 2010 was $19,618, as compared to $22,738 for the six months ended March 31, 2009. Interest income from our aggregate investment portfolio decreased for the six months ended March 31, 2010, as compared to the prior year period. The level of interest income from investments is directly related to the balance, at cost, of the interest-bearing investment portfolio outstanding during the period multiplied by the weighted average yield. The weighted average yield varies from period to period based on the current stated interest rate on interest-bearing investments and the amounts of loans for which interest is not accruing. Interest income from our investments decreased primarily due to the overall reduction in the cost basis of our investments, resulting from the exit of loans subsequent to March 31, 2009, partially offset by an increase in the weighted average yield on our portfolio. The annualized weighted average yield on our portfolio, excluding cash and cash equivalents, was 10.7% for the six months ended March 31, 2010 as compared to 10.0% for the prior year period. During the six months ended March 31, 2010, six investments were on non-accrual, for an aggregate of approximately $26,422 at cost, or 8.0% of the aggregate cost of our investment portfolio, and during the prior year period, three investments were on non-accrual, for an aggregate of approximately $10,659 at cost, or 2.4% of the aggregate cost of our investment portfolio. The increase in investments on non-accrual was due primarily to the addition of one portfolio company (Lindmark). Although we did not historically report Lindmark as non-accrual, we have not recognized interest income on this investment since April 2009.

        Interest income from Non-Control/Non-Affiliate investments decreased for the six months ended March 31, 2010, as compared to the prior year period. The decrease was primarily attributable to an overall decrease in the aggregate Non-Control/Non-Affiliate investments held at March 31, 2010 compared to the prior year period. The decrease was also attributable to the conversion of two Non-Control/Non-Affiliate investments held during the prior year period (Clinton and Defiance) to Control investments. In addition, we reversed previously recorded interest of approximately $598 during the six months ended March 31, 2010. The success fees earned during the six months ended March 31, 2010 and March 31, 2009, included in interest income, were $1,387 and $21, respectively. Success fees earned during the six months ended March 31, 2010 resulted from payoffs by ActivStyle, Saunders and Visual Edge, an amendment to senior term debt issued to Doe & Ingalls and a refinancing by Tulsa Welding. Success fees earned during the six months ended March 31, 2009 resulted from a refinancing by It's Just Lunch.

        Interest income from Control investments increased for the six months ended March 31, 2010, as compared to the prior year period. The increase was attributable to two additional Control investments held during the six months ended March 31, 2010 (Clinton and Defiance), which were converted from Non-Control/Non-Affiliate investments, as compared to the prior year period. In addition, we reversed previously recorded interest of approximately $75 during the six months ended March 31, 2010.

S-47


Table of Contents

        The following table lists the interest income from investments for the five largest portfolio company investments during the respective periods:


Six months ended March 31, 2010

Company
  Interest
Income
  % of
Total
 

Westlake Hardware

  $ 1,596     8.5 %

Sunshine Media

    1,539     8.1 %

Reliable Biopharma

    1,497     7.9 %

Visual Edge

    1,246     6.6 %

Clinton

    1,036     5.5 %
           

Subtotal

    6,914     36.6 %

Other companies

    11,995     63.4 %
           

Total interest income

  $ 18,909     100.0 %
           


Six months ended March 31, 2009

Company
  Interest
Income
  % of
Total
 

Sunshine Media

  $ 1,667     7.4 %

Reliable Biopharma

    1,530     6.8 %

Westlake Hardware

    1,213     5.4 %

Clinton

    940     4.2 %

VantaCore

    857     3.8 %
           

Subtotal

    6,207     27.6 %

Other companies

    16,285     72.4 %
           

Total interest income

    22,492     100.0 %
           

        Interest income from invested cash for the six months ended March 31, 2010 and 2009 was nominal. Interest income is based on the amount of cash held in interest bearing accounts and the interest earned on our custodial account prior to disbursement.

        Interest income from loans to our employees, in connection with the exercise of employee stock options, decreased slightly for the six months ended March 31, 2010 as compared to the prior year period due to the reduction of employee loans during the prior quarter ended December 31, 2009.

        Prepayment fees and other income increased for the six months ended March 31, 2010 as compared to the prior year period. The income for the current period consisted of prepayment penalty fees received upon unscheduled principal repayments as well as interest from stock option loans of former employees.

Operating Expenses

        Operating expenses, net of credits from the Adviser for fees earned and voluntary and irrevocable waivers applied to the base management and incentive fees, decreased for the six months ended March 31, 2010, as compared to the prior year period. This reduction was primarily due to a decrease in interest expense and the amortization of deferred financing fees incurred in connection with the Credit Facility, as well as a decrease in incentive fees, which were offset by a reduction in the Adviser's voluntary credit to the incentive fee, compensation expense and an increase in professional fees.

S-48


Table of Contents

        Interest expense decreased for the six months ended March 31, 2010 as compared to the prior year period due primarily to decreased borrowings under our line of credit during the six months ended March 31, 2010 as well as a lower weighted average annual interest cost, which is determined by using the annual stated interest rate plus commitment and other fees, plus the amortization of deferred financing fees divided by the weighted average debt outstanding.

        Loan servicing fees decreased for the six months ended March 31, 2010 as compared to the prior year period. These fees are incurred in connection with a loan servicing agreement between Business Loan and our Adviser, which is based on the size of our investment portfolio. The decrease was primarily due to the reduction in the size of our investment portfolio, in particular the loans in our borrowing base. Due to voluntary, irrevocable and unconditional waivers applied during these periods, senior syndicated loans incurred a 0.5% annual fee, whereas proprietary loans incurred a 1.5% annual fee. All of these fees were offset against the amount of the base management fee due to our Adviser.

        Base management fee (which is net of loan servicing fees) increased for the six months ended March 31, 2010 as compared to the prior year period. However, the gross management fee (consisting of the loan servicing fees plus the base management fee) decreased from the prior year period as shown below:

 
  Six months ended  
 
  March 31, 2010   March 31, 2009  

Loan servicing fee

  $ 1,781   $ 3,149  

Base management fee

    1,459     917  
           
 

Gross management fee

  $ 3,240   $ 4,066  
           

        Gross management fee decreased due to fewer total assets held during the six months ended March 31, 2010. The base management fee is computed quarterly as described under "Investment Advisory and Management Agreement" in Note 4 of the notes to the consolidated financial statements in the accompanying prospectus, and is summarized in the table below:

 
  Six months ended  
 
  March 31, 2010   March 31, 2009  

Base management fee(1)

  $ 1,459   $ 917  

Credit for fees received by Adviser from the portfolio companies

        (85 )

Fee reduction for the voluntary, irrevocable waiver of 2.0% fee on senior syndicated loans to 0.5% per annum(2)

    (13 )   (203 )
           
 

Net base management fee

  $ 1,446   $ 629  
           

(1)
Base management fee is net of loan servicing fees per the terms of the Advisory Agreement.

(2)
The board of our Adviser voluntarily and irrevocably waived, for the six months ended March 31, 2010 and 2009, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations. Fees waived cannot be recouped by the Adviser in the future.

S-49


Table of Contents

        Incentive fee decreased for the six months ended March 31, 2010 as compared to the prior year period. The board of directors of our Adviser voluntarily, irrevocably and unconditionally waived a portion of the incentive fee for the six months ended March 31, 2010 and the entire incentive fee for the six months ended March 31, 2009. The incentive fee and associated credits are summarized in the table below:

 
  Six months ended  
 
  March 31, 2010   March 31, 2009  

Incentive fee

  $ 1,447   $ 2,265  

Credit from voluntary, irrevocable waiver issued by Adviser's board of directors

    (22 )   (2,265 )
           
 

Net incentive fee

  $ 1,425   $  
           

        Administration fee decreased for the six months ended March 31, 2010 as compared to the prior year period, due to a decrease of administration staff and related expenses, as well as a decrease in our total assets in comparison to the total assets of all companies managed by our Adviser under similar agreements. The calculation of the administration fee is described in detail above under "Investment Advisory and Management Agreement" in Note 4 of the notes to the consolidated financial statements in the accompanying prospectus.

        Compensation expense increased for the six months ended March 31, 2010 as compared to the prior year period due to the conversion of stock option loans of two former employees from recourse to non-recourse loans. The conversions were non-cash transactions and were accounted for as repurchases of the shares previously received by the employees upon exercise of the stock option in exchange for the non-recourse notes. The repurchases were accounted for as treasury stock transactions at the fair value of the shares, totaling $420. Since the value of the stock option loans totaled $665, we recorded compensation expense of $245.

        Other operating expenses (including professional fees, deferred financing fees, stockholder related costs, director's fees, insurance and other direct expenses) increased for the six months ended March 31, 2010 as compared to the prior year period, due primarily to legal fees incurred in connection with troubled loans during the six months ended March 31, 2010 and the provision for uncollectible receivables from portfolio companies.

Net Realized Loss on Investments

        Net realized loss on investments for the six months ended March 31, 2010 was $28, which consisted of $1,394 of losses from the Gold Toe, Kinetek and Wesco syndicated loan sales and CCS payoff, offset by a $1,366 gain from ACE Expediters payoff. Net realized loss on investments for the six months ended March 31, 2009 was $3,731, which consisted of $2,000 from writing off the remaining balance of the Greatwide senior subordinated term loan and a $1,758 loss from the sale of the Greatwide senior subordinated term loan, offset by a $27 gain from the Country Road payoff.

Realized Loss on Settlement of Derivative

        During the six months ended March 31, 2009, we realized a loss of $304 due to the expiration of the interest rate cap in February 2009.

S-50


Table of Contents

Net Unrealized Appreciation on Derivative

        Net unrealized appreciation (depreciation) on derivative is the net change in the fair value of our interest rate cap during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. For the six months ended March 31, 2009, we recorded unrealized appreciation on derivative of $304, which resulted from the reversal of previously recorded unrealized depreciation when the loss was realized during the quarter ended March 31, 2009 (see discussion above).

Net Unrealized Appreciation (Depreciation) on Investments

        Net unrealized appreciation (depreciation) on investments is the net change in the fair value of our investment portfolio during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. The net unrealized appreciation on investments for the six months ended March 31, 2010 consisted of the following:

 

Control investments

  $ (1,566 )

 

Non-Control/Non-Affiliate investments

    3,437  

 

Reversal of previously recorded unrealized depreciation upon realization of losses

    3,211  
           

 

    Total

  $ 5,082  
           

        Although our investment portfolio appreciated during the six months ended March 31, 2010, our entire portfolio was fair valued at 88% of cost as of March 31, 2010. The cumulative unrealized depreciation of our investments does not have an impact on our current ability to pay distributions to stockholders; however, it may be an indication of future realized losses, which could ultimately reduce our income available for distribution.

Net Unrealized Depreciation on Borrowings under Line of Credit

        Net unrealized depreciation on borrowings under line of credit is the net change in the fair value of our line of credit borrowings during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. We elected to apply ASC 825, "Financial Instruments," which requires that we apply a fair value methodology to the Credit Facility. We estimated the fair value of the Credit Facility using estimates of value provided by an independent third party and our own assumptions in the absence of observable market data, including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. Since the Credit Facility was entered into during the six months ended March 31, 2010, the cost basis of the Credit Facility of $53,000 was determined to be the best approximation of fair value as of March 31, 2010.

Net Increase in Net Assets Resulting from Operations

        For the six months ended March 31, 2010, we realized a net increase in net assets resulting from operations of $14,306 as a result of the factors discussed above. For the six months ended March 31, 2009, we realized a net increase in net assets resulting from operations of $1,178. Our net increase in net assets resulting from operations per basic and diluted weighted average common share for the six months ended March 31, 2010 and March 31, 2009 were $0.68 and $0.05, respectively.

S-51


Table of Contents

LIQUIDITY AND CAPITAL RESOURCES (dollar amounts in thousands, unless otherwise indicated)

Operating Activities

        At March 31, 2010, we had investments in debt securities of, or loans to, 41 private companies with a cost basis totaling approximately $330,094. During the six months ended March 31, 2010 and March 31, 2009, the following investment activity occurred:

Quarter Ended
  New
Investments(1)
  Principal
Repayments(2)
  Proceeds from
Sales/Exits(3)
  Net Gain (Loss)
on Sale/Exit
 

March 31, 2010

  $ 5,153   $ 23,065   $ 337   $ 892  

December 31, 2009

    2,167     15,404     2,782     (920 )
                   

  $ 7,320   $ 38,469   $ 3,119   $ (28 )
                   

March 31, 2009

  $ 8,427   $ 13,053   $   $ (2,000 )

December 31, 2008

    8,702     14,927     2,212     (1,731 )
                   

  $ 17,129   $ 27,980   $ 2,212   $ (3,731 )
                   

(1)
New Investments:

 
  New Investments    
   
 
 
  Disbursements to
Existing Portfolio
Companies
  Total
Disbursements
 
Quarter Ended
  Companies   Investments  

March 31, 2010

      $   $ 5,153   $ 5,153  

December 31, 2009

    1 (a)   180     1,987     2,167  
                   

    1   $ 180   $ 7,140   $ 7,320  
                   

March 31, 2009

      $   $ 8,427   $ 8,427  

December 31, 2008

            8,702     8,702  
                   

      $   $ 17,129   $ 17,129  
                   

(a)
Northstar Broadband
(2)
Principal Repayments (including repayment of paid in kind interest previously applied to principal balance):

Quarter Ended
  Number of
Companies
Fully Exited
  Unscheduled
Principal
Repayments(*)
  Scheduled
Principal
Repayments
  Total
Principal
Repayments
  Net Gain on
Sale/Exit(#)
 

March 31, 2010

    4 (a) $ 18,902   $ 4,163   $ 23,065   $ 1,055  

December 31, 2009

    1 (b)   13,054     2,350     15,404      
                       

    5   $ 31,956   $ 6,513   $ 38,469   $ 1,055  
                       

March 31, 2009

    (c) $ 7,813   $ 5,240   $ 13,053   $  

December 31, 2008

    2 (d)   6,966     7,961     14,927      
                       

    2   $ 14,779   $ 13,201   $ 27,980   $  
                       

(*)
Includes principal repayments due to excess cash flows, covenant violations, exits, refinancings, etc.

(#)
Net gain on principal repayments of $1,055 plus the net loss on sales/exits of $1,083 (per footnote 3 below) equals net loss of $28, which is included on the condensed consolidated statement of operations for the six months ended March 31, 2010.

S-52


Table of Contents

(a)
Full payoff from ACE Expediters (which resulted in a gain on the warrants), ActivStyle, CCS and Visual Edge.

(b)
Full payoff from Tulsa Welding and partial payoff from BAS Broadcasting senior term debt (last out tranche).

(c)
Refinancing from ACE Expediters and Sunburst Media.

(d)
Full payoff from Community Media and Country Road.
(3)
Proceeds from Sales/Exits:

Quarter Ended
  Number of
Companies
Fully Exited
  Proceeds
Received
  Position
(Principal)
Exited
  Unamortized
Loan Costs(*)
  Net Loss on
Exit(#)
 

March 31, 2010

    1 (a) $ 337   $ (500 ) $   $ (163 )

December 31, 2009

    2 (b)   2,782     (3,685 )   (17 )   (920 )
                       

    3   $ 3,119   $ (4,185 ) $ (17 ) $ (1,083 )
                       

March 31, 2009

    1 (c) $   $ (2,000 ) $   $ (2,000 )

December 31, 2008

    (d)   2,212     (3,950 )   7     (1,731 )
                       

    1   $ 2,212   $ (5,950 ) $ 7   $ (3,731 )
                       

(*)
Includes balance of premiums, discounts and acquisition cost at time of exit.

(#)
Net gain on principal repayments of $1,055 (per footnote 2 above) plus the net loss on sales/exits of $1,083 equals net loss of $28, which is included on the condensed consolidated statement of operations for the six months ended March 31, 2010.

(a)
Complete sale of Gold Toe senior subordinated syndicated loan.

(b)
Complete sale of Kinetek senior term syndicated loan and Wesco Holdings senior subordinated syndicated loan.

(c)
Write-off of Greatwide Logistics senior subordinated syndicated loan.

(d)
Partial sale of Greatwide Logistics senior term syndicated loan.

        The following table summarizes the contractual principal repayments and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments:

 
   
  Amount  

For the remaining six months ending September 30:

  2010   $ 20,904  

For the fiscal year ending September 30:

  2011     92,686  

  2012     78,069  

  2013     119,763  

  2014     6,116  

  2015     6,851  
           

  Total Contractual Repayments     324,389  

  Investments in equity securities     5,278  

  Unamortized premiums, discounts and investment acquisition costs on debt securities     427  
           

  Total   $ 330,094  
           

S-53


Table of Contents

        Net cash provided by operating activities for the six months ended March 31, 2010, consisting primarily of the items described in "—Results of Operations" and the investment activity described above, was $39,235 as compared to net cash provided by operating activities of $19,586 for the six months ended March 31, 2009.

Financing Activities

        Net cash used in financing activities for the six months ended March 31, 2010 was $40,250 and mainly consisted of net payments on the Credit Facility of $30,000, distributions to stockholders of $8,853 and $1,323 in financing fees for the Credit Facility. On March 15, 2010, we entered into the Credit Facility. BB&T and ING also joined the Credit Facility as committed lenders. Net cash used in financing activities for the six months ended March 31, 2009 was $15,550 and primarily consisted of distributions to stockholders of $17,714, offset by net borrowings under our line of credit of $2,340.

Distributions

        In order to qualify as a RIC and to avoid corporate level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. Further, our Credit Facility requires us to pay distributions only from estimated net investment income. In accordance with these requirements, we declared and paid monthly cash distributions of $0.07 per common share for January, February and March 2010. In April 2010, our Board of Directors declared a monthly distribution of $0.07 per common share for each of April, May and June 2010.

Section 19(a) Disclosure

        Our Board of Directors estimates the source of the distributions at the time of their declaration as required by Section 19(a) of the 1940 Act. On a monthly basis, if required under Section 19(a), we post a Section 19(a) notice through the Depository Trust Company's Legal Notice System ("LENS") and also send to our registered stockholders a written Section 19(a) notice along with the payment of distributions for any payment which includes a distribution estimated to be paid from any other source other than net investment income. The estimates of the source of the distribution are interim estimates based on GAAP that are subject to revision, and the exact character of the distributions for tax purposes cannot be determined until our books and records are finalized for the calendar year. Following the calendar year end, after we have determined definitive information, if we have made distributions of taxable income (or return of capital), we will deliver a Form 1099-DIV to our stockholders specifying such amount and the tax characterization of such amount. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes.

S-54


Table of Contents

        The following GAAP estimates were made by our Board of Directors during the quarter ended March 31, 2010:

Month Ended
  Ordinary Income   Return of Capital*   Total Distribution  

January 31, 2010

  $ 0.071   $ (0.001 ) $ 0.070  

February 28, 2010

    0.088     (0.018 )   0.070  

March 31, 2010

    0.057     0.013     0.070  

        Because our Board of Directors declares distributions at the beginning of a quarter, it is difficult to estimate how much of our monthly distributions, based on GAAP, will come from ordinary income, capital gains and returns of capital. Subsequent to the quarter ended March 31, 2010, the following corrections were made to the above listed estimates for that quarter:

Month Ended
  Ordinary Income   Return of Capital*   Total Distribution  

January 31, 2010

  $ 0.098   $ (0.028 ) $ 0.070  

February 28, 2010

    0.047     0.023     0.070  

March 31, 2010

    0.065     0.005     0.070  

        For distributions declared subsequent to quarter end, the following estimates, based on GAAP, have been made pursuant to Section 19(a) of the 1940 Act:

Month Ended
  Ordinary Income   Return of Capital*   Total Distribution  

April 30, 2010

  $ 0.119   $ (0.049 ) $ 0.070  

May 31, 2010

    0.086     (0.016 )   0.070  

June 30, 2010

    0.028     0.042     0.070  

*
A positive number under Return of Capital indicates a return of capital was estimated whereas a negative number indicates that a surplus of income above the distribution was estimated.

Issuance of Equity

        On October 20, 2009, we filed a registration statement on Form N-2 with the SEC, which was declared effective on January 28, 2010. The registration statement permits us to issue, through one or more transactions, up to an aggregate of $300 million in securities, consisting of common stock, senior common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock, or a combination of these securities.

        We anticipate issuing equity securities to obtain additional capital in the future. However, we cannot determine the terms of any future equity issuances or whether we will be able to issue equity on terms favorable to us, or at all. Additionally, when our common stock is trading below NAV, as it has consistently traded for most of the last 18 months, we will have regulatory constraints under the 1940 Act on our ability to obtain additional capital in this manner. Generally, the 1940 Act provides that we may not issue and sell our common stock at a price below our NAV per share, other than to our then existing stockholders pursuant to a rights offering, without first obtaining approval from our stockholders and our independent directors. As of March 31, 2010, our NAV per share was $12.10 and as of May 3 our closing market price was $13.87 per share. To the extent that our common stock trades at a market price below our NAV per share, we will generally be precluded from raising equity capital through public offerings of our common stock, other than pursuant to stockholder approval or a rights offering. The asset coverage requirement of a business development company under the 1940 Act effectively limits our ratio of debt to equity to 1:1. To the extent that we are unable to raise capital through the issuance of equity, our ability to raise capital through the issuance of debt may also be inhibited to the extent of our regulatory debt to equity ratio limits.

S-55


Table of Contents

        At our Annual Meeting of Stockholders held on February 18, 2010, our stockholders approved a proposal that authorizes us to sell shares of our common stock at a price below our then current NAV per share for a period of one year, provided that our Board of Directors makes certain determinations prior to any such sale.

Revolving Credit Facility

        On March 15, 2010, we entered into a fourth amended and restated credit agreement which currently provides for a $127,000 revolving line of credit. Advances under the Credit Facility will generally bear interest at the 30-day LIBOR (subject to a minimum rate of 2%), plus 4.5% per annum, with a commitment fee of 0.5% per annum on undrawn amounts. Subject to certain terms and conditions, the Credit Facility may be expanded up to $202 million through the addition of other committed lenders to the facility. As of March 31, 2010, there was a cost basis of approximately $53,000 of borrowings outstanding under the Credit Facility at an average interest rate of 6.5%. As of May 4, 2010, there was a cost basis of approximately $28,400 of borrowings outstanding. We expect that the Credit Facility will allow us to increase the rate of our investment activity and grow the size of our investment portfolio. Available borrowings are subject to various constraints imposed under the Credit Facility, based on the aggregate loan balance pledged by us. Interest is payable monthly during the term of the Credit Facility. The Credit Facility matures on March 15, 2012, and, if the facility is not renewed or extended by this date, all principal and interest will be due and payable on March 15, 2013. In addition, if the Credit Facility is not renewed on or before March 15, 2012, we will be required to use all principal collections from our loans to pay outstanding principal on the Credit Facility.

        The Credit Facility contains covenants that require Business Loan to maintain its status as a separate entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions) and restrict material changes to our credit and collection policies. The facility requires a minimum of 20 obligors in the borrowing base and also limits payments of distributions. As of March 31, 2010, we had 23 obligors and we were in compliance with all of the facility covenants.

        We applied ASC 825, "Financial Instruments," specifically for the Credit Facility, which was consistent with our application of ASC 820 to our investments. ASC 825 requires that we apply a fair value methodology to the Credit Facility. We estimated the fair value of the Credit Facility using estimates of value provided by an independent third party and our own assumptions in the absence of observable market data, including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. We also considered our own credit risk. Since the Credit Facility was entered into during the three months ended March 31, 2010, the cost basis of the Credit Facility of $53,000 was determined to be the best approximation of the fair value as of March 31, 2010. The following table presents the Credit Facility carried at fair value as of March 31,

S-56


Table of Contents


2010 and September 30, 2009, by caption on the accompanying consolidated statements of assets and liabilities for each of the three levels of hierarchy established by ASC 820-10:

 
  As of March 31, 2010  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statement of
Assets and Liabilities
 

Borrowings under Line of Credit

  $   $   $ 53,000   $ 53,000  
                   
 

Total

  $   $   $ 53,000   $ 53,000  
                   

 

 
  As of September 30, 2009  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statement of
Assets and Liabilities
 

Borrowings under Line of Credit

  $   $   $ 83,350   $ 83,350  
                   
 

Total

  $   $   $ 83,350   $ 83,350  
                   

Changes in Level 3 Fair Value Measurements

        The following table provides a roll-forward in the changes in fair value during the three-month period from December 31, 2009 to March 31, 2010 and the six month period from September 30, 2009 to March 31, 2010, for the Credit Facility for which we determine fair value using unobservable (Level 3) factors. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated by external sources). Accordingly, the losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

S-57


Table of Contents

Fair value measurements using unobservable data inputs (Level 3)

 
  Borrowings
under line
of credit
 

Three months ended March 31, 2010:

       

Fair value at December 31, 2009

  $ 73,531  
 

Unrealized depreciation(a)

    (131 )
 

Borrowings

    2,600  
 

Repayments

    (23,000 )
 

Transfers into/out of Level 3

     
       

Fair value as of March 31, 2010

  $ 53,000  
       

Six months ended March 31, 2010:

       

Fair value at September 30, 2009

  $ 83,350  
 

Unrealized depreciation(a)

    (350 )
 

Borrowings

    5,500  
 

Repayments

    (35,500 )
 

Transfers into/out of Level 3

     
       

Fair value as of March 31, 2010

  $ 53,000  
       

(a)
Included in unrealized depreciation on borrowings under line of credit on the accompanying condensed consolidated statements of operations for the three and six months ended March 31, 2010.

Contractual Obligations and Off-Balance Sheet Arrangements

        As of March 31, 2010, we were not party to any signed term sheets for potential investments.

        In July 2009, we executed a guaranty of a line of credit agreement between Comerica Bank and Defiance Integrated Technologies, Inc., one of our Control investments. If Defiance has a payment default, the guaranty is callable once the bank has reduced its claim by using commercial reasonable efforts to collect through disposition of the Defiance collateral. The guaranty is limited to $250 plus interest on that amount accrued from the date demand payment is made under the guaranty, and all costs incurred by the bank in its collection efforts. As of March 31, 2010, we have not been required to make any payments on the guaranty of the line of credit agreement and we consider the credit risk to be remote.

Critical Accounting Policies

        The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported consolidated amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ materially from those estimates. We have identified our investment valuation process as our most critical account policy.

Investment Valuation

        The most significant estimate inherent in the preparation of our condensed consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.

S-58


Table of Contents

        General Valuation Policy:    We value our investments in accordance with the requirements of the 1940 Act. As discussed more fully below, we value securities for which market quotations are readily available and reliable at their market value. We value all other securities and assets at fair value as determined in good faith by our Board of Directors.

        We adopted guidance for fair value measurements on October 1, 2008. In part, this guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. The guidance provides a consistent definition of fair value that focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. The guidance also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

        See Note 3, "Investments" in the accompanying notes to the condensed consolidated financial statements for additional information regarding fair value measurements.

        We use generally accepted valuation techniques to value our portfolio unless we have specific information about the value of an investment to determine otherwise. From time to time we may accept an appraisal of a business in which we hold securities. These appraisals are expensive and occur infrequently but provide a third-party valuation opinion that may differ in results, techniques and scopes used to value our investments. When these specific third-party appraisals are engaged or accepted, we would use estimates of value provided by such appraisals and our own assumptions including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date to value the investment we have in that business.

        In determining the value of our investments, our Adviser has established an investment valuation policy (the "Policy"). The Policy has been approved by our Board of Directors, and each quarter our Board of Directors reviews whether our Adviser has applied the Policy consistently and votes whether or not to accept the recommended valuation of our investment portfolio.

        The Policy, which is summarized below, applies to the following categories of securities:

Valuation Methods:

        Publicly-traded securities:    We determine the value of publicly-traded securities based on the closing price for the security on the exchange or securities market on which it is listed and primarily

S-59


Table of Contents

traded on the valuation date. To the extent that we own restricted securities that are not freely tradable, but for which a public market otherwise exists, we will use the market value of that security adjusted for any decrease in value resulting from the restrictive feature.

        Securities for which a limited market exists:    We value securities that are not traded on an established secondary securities market, but for which a limited market for the security exists, such as certain participations in, or assignments of, syndicated loans, at the quoted bid price. In valuing these assets, we assess trading activity in an asset class, evaluate variances in prices and other market insights to determine if any available quote prices are reliable. If we conclude that quotes based on active markets or trading activity may be relied upon, firm bid prices are requested; however, if a firm bid price is unavailable, we base the value of the security upon the indicative bid price offered by the respective originating syndication agent's trading desk, or secondary desk, on or near the valuation date. To the extent that we use the indicative bid price as a basis for valuing the security, our Adviser may take further steps to consider additional information to validate that price in accordance with the Policy.

        In the event these limited markets become illiquid such that market prices are no longer readily available, we will value our syndicated loans using estimated net present values of the future cash flows or discounted cash flows. The use of a DCF methodology follows that prescribed by ASC 820, which provides guidance on the use of a reporting entity's own assumptions about future cash flows and risk-adjusted discount rates when relevant observable inputs, such as quotes in active markets, are not available. When relevant observable market data does not exist, the alternative outlined in ASC 820 is the use of valuing investments based on DCF. For the purposes of using DCF to provide fair value estimates, we consider multiple inputs such as a risk-adjusted discount rate that incorporates adjustments that market participants would make both for nonperformance and liquidity risks. As such, we develop a modified discount rate approach that incorporates risk premiums including, among others, increased probability of default, or higher loss given default, or increased liquidity risk. The DCF valuations applied to the syndicated loans provide an estimate of what we believe a market participant would pay to purchase a syndicated loan in an active market, thereby establishing a fair value. We will continue to apply the DCF methodology in illiquid markets until quoted prices are available or are deemed reliable based on trading activity.

        As of March 31, 2010, we assessed trading activity in syndicated loan assets and determined that there continued to be market liquidity and a functioning secondary market for these assets. Thus, firm bid prices or indicative bids were used to fair value our remaining syndicated loans at March 31, 2010.

        Securities for which no market exists:    The valuation methodology for securities for which no market exists falls into three categories: (1) portfolio investments comprised solely of debt securities; (2) portfolio investments in controlled companies comprised of a bundle of securities, which can include debt and equity securities; and (3) portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and equity securities.

S-60


Table of Contents

S-61


Table of Contents

S-62


Table of Contents

        Valuation Considerations:    From time to time, depending on certain circumstances, the Adviser may use the following valuation considerations, including but not limited to:

        Because such valuations, particularly valuations of private securities and private companies, are not susceptible to precise determination, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ from the values that might have actually resulted had a readily available market for these securities been available.

        Credit Information:    Our Adviser monitors a wide variety of key credit statistics that provide information regarding our portfolio companies to help us assess credit quality and portfolio performance. We and our Adviser participate in the periodic board meetings of our portfolio companies in which we hold Control and Affiliate investments and also require them to provide annual audited and monthly unaudited financial statements. Using these statements or comparable information and board discussions, our Adviser calculates and evaluates the credit statistics.

        Loan Grading and Risk Rating:    As part of our valuation procedures above, we risk rate all of our investments in debt securities. For syndicated loans that have been rated by an NRSRO (as defined in Rule 2a-7 under the 1940 Act), we use the NRSRO's risk rating for such security. For all other debt securities, we use a proprietary risk rating system. Our risk rating system uses a scale of 0 to 10, with 10 being the lowest probability of default. This system is used to estimate the probability of default on debt securities and the probability of loss if there is a default. These types of systems are referred to as risk rating systems and are used by banks and rating agencies. The risk rating system covers both qualitative and quantitative aspects of the business and the securities we hold. During the three months ended March 31, 2010, we modified our risk rating model to incorporate additional factors in our qualitative and quantitative analysis. While the overall process did not change, we believe the additional factors enhance the quality of the risk ratings of our investments. No adjustments were made to prior periods as a result of this modification.

        For the debt securities for which we do not use a third-party NRSRO risk rating, we seek to have our risk rating system mirror the risk rating systems of major risk rating organizations, such as those provided by an NRSRO. While we seek to mirror the NRSRO systems, we cannot provide any assurance that our risk rating system will provide the same risk rating as an NRSRO for these securities. The following chart is an estimate of the relationship of our risk rating system to the designations used by two NRSROs as they risk rate debt securities of major companies. Because our system rates debt securities of companies that are unrated by any NRSRO, there can be no assurance that the correlation to the NRSRO set out below is accurate. We believe our risk rating would be significantly higher than a typical NRSRO risk rating because the risk rating of the typical NRSRO is designed for larger businesses. However, our risk rating has been designed to risk rate the securities of smaller businesses that are not rated by a typical NRSRO. Therefore, when we use our risk rating on larger business securities, the risk rating is higher than a typical NRSRO rating. The primary difference between our risk rating and the rating of a typical NRSRO is that our risk rating uses more quantitative determinants and includes qualitative determinants that we believe are not used in the NRSRO rating. It is our understanding that most debt securities of medium-sized companies do not exceed the grade of BBB on an NRSRO scale, so there would be no debt securities in the middle

S-63


Table of Contents


market that would meet the definition of AAA, AA or A. Therefore, our scale begins with the designation 10 as the best risk rating which may be equivalent to a BBB from an NRSRO, however, no assurance can be given that a 10 on our scale is equal to a BBB on an NRSRO scale.

Company's System
  First
NRSRO
  Second
NRSRO
  Gladstone Capital's Description(a)

>10

  Baa2   BBB   Probability of Default (PD) during the next ten years is 4% and the Expected Loss (EL) is 1% or less

10

  Baa3   BBB-   PD is 5% and the EL is 1% to 2%

9

  Ba1   BB+   PD is 10% and the EL is 2% to 3%

8

  Ba2   BB   PD is 16% and the EL is 3% to 4%

7

  Ba3   BB-   PD is 17.8% and the EL is 4% to 5%

6

  B1   B+   PD is 22% and the EL is 5% to 6.5%

5

  B2   B   PD is 25% and the EL is 6.5% to 8%

4

  B3   B-   PD is 27% and the EL is 8% to 10%

3

  Caa1   CCC+   PD is 30% and the EL is 10% to 13.3%

2

  Caa2   CCC   PD is 35% and the EL is 13.3% to 16.7%

1

  Caa3   CC   PD is 65% and the EL is 16.7% to 20%

0

  N/a   D   PD is 85% or there is a payment default and the EL is greater than 20%

(a)
The default rates set forth are for a ten year term debt security. If a debt security is less than ten years, then the probability of default is adjusted to a lower percentage for the shorter period, which may move the security higher on our risk rating scale.

        The above scale gives an indication of the probability of default and the magnitude of the loss if there is a default. Our policy is to stop accruing interest on an investment if we determine that interest is no longer collectible. As of March 31, 2010 one Non-Control/Non-Affiliate investment and five Control investments were on non-accrual. As of September 30, 2009, one Non-Control/Non-Affiliate investment and four Control investments were on non-accrual. Additionally, we do not risk rate our equity securities.

        The following table lists the risk ratings for all non-syndicated loans in our portfolio at March 31, 2010 and September 30, 2009, representing approximately 97% and 96%, respectively, of all loans in our portfolio at the end of each period:

Rating
  Mar. 31, 2010   Sept. 30, 2009  

Average

    6.3     7.1  

Weighted Average

    5.9     7.2  

Highest

    10.0     9.0  

Lowest

    2.0     3.0  

        The following table lists the risk ratings for all syndicated loans in our portfolio that were not rated by an NRSRO at March 31, 2010 and September 30, 2009, representing approximately 2% of all loans in our portfolio at the end of each period:

Rating
  Mar. 31, 2010   Sept. 30, 2009  

Average

    7.0     7.0  

Weighted Average

    7.0     7.0  

Highest

    7.0     7.0  

Lowest

    7.0     7.0  

S-64


Table of Contents

        For syndicated loans that are currently rated by an NRSRO, we risk rate such loans in accordance with the risk rating systems of major risk rating organizations, such as those provided by an NRSRO. The following table lists the risk ratings for all syndicated loans in our portfolio that were rated by an NRSRO at March 31, 2010 and September 30, 2009, representing approximately 1% and 2%, respectively, of all loans in our portfolio at the end of each period:

Rating
  Mar. 31, 2010   Sept. 30, 2009

Average

    B2   CCC+/Caa1

Weighted Average

    B2   CCC+/Caa1

Highest

    B2   B-/B3

Lowest

    B2   D/C

Tax Status

        We intend to continue to qualify for treatment as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. As a RIC, we are not subject to federal income tax on the portion of our taxable income and gains distributed to stockholders. To qualify as a RIC, we must meet certain source-of-income, asset diversification, and annual distribution requirements. Under the annual distribution requirement, we are required to distribute to stockholders at least 90% of our investment company taxable income, as defined by the Code. We have a policy to pay out as a distribution up to 100% of that amount.

        In an effort to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year, an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years.

Revenue Recognition

Interest Income Recognition

        Interest income, adjusted for amortization of premiums and acquisition costs and for the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes 90 days or more past due or if our qualitative assessment indicates that the debtor is unable to service its debt or other obligations, we will place the loan on non-accrual status and cease recognizing interest income on that loan until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, we remain contractually entitled to this interest. Interest payments received on non-accrual loans are restored to accrual status when past due principal and interest is paid or due to a restructuring such that the interest income is deemed to be collectible, and in management's judgment, are likely to remain current. At March 31, 2010, one Non-Control/Non-Affiliate investment and five Control investments were on non-accrual with an aggregate cost basis of approximately $26,422 or 8.0% of the cost basis of all investments in our portfolio. At September 30, 2009, one Non-Control/Non-Affiliate investment and four Control investments were on non-accrual with an aggregate cost basis of approximately $10,022 or 2.8% of the cost basis of all investments in our portfolio. Success fees are recorded upon receipt and are contractually due upon a change of control in a portfolio company.

Paid in Kind Interest

        Two loans in our portfolio contain PIK provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain our status as a RIC, this non-cash source of income must be paid out to

S-65


Table of Contents


stockholders in the form of distributions, even though we have not yet collected the cash. For the three and six months ended March 31, 2010 we recorded PIK income of $49 and $100, respectively. For the three and six months ended March 31, 2009, we recorded PIK income of $13 and $31, respectively.

Services Provided to Portfolio Companies

        As a business development company under the 1940 Act, we are required to make available significant managerial assistance to our portfolio companies. We provide these services through our Adviser, who provides these services on our behalf through its officers who are also our officers. Currently, neither we nor our Adviser charges a fee for managerial assistance; however, if our Adviser does receive fees for such managerial assistance, our Adviser will credit the managerial assistance fees to the base management fee due from us to our Adviser.

        Our Adviser receives fees for the other services it provides to our portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to our Adviser by the borrower or potential borrower upon the closing of the investment. The services our Adviser provides to our portfolio companies vary by investment, but generally include a broad array of services such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, turnaround management, merger and acquisition services and recruiting new management personnel. When our Adviser receives fees for these services, 50% of certain of those fees are voluntarily and irrevocably credited against the base management fee that we pay to our Adviser, whereas prior to such date fees were 100% credited. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

        Our Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to our Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by our Adviser when earned and are not credited against the base management fee.

        We may receive fees for the origination and closing services we provide to portfolio companies through our Adviser. These fees are paid directly to us and are recognized as revenue upon closing of the originated investment and are reported as fee income in the accompanying condensed consolidated statements of operations.

Recent Accounting Pronouncements

        Refer to Note 2 in the accompanying condensed consolidated financial statements for a summary of recently issued accounting pronouncements.

S-66


Table of Contents


GLADSTONE CAPITAL CORPORATION

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Condensed Consolidated Statements of Assets and Liabilities as of March 31, 2010 and September 30, 2009

 
S-68

Condensed Consolidated Schedules of Investments as of March 31, 2010 and September 30, 2009

  S-69

Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2010 and 2009

  S-77

Condensed Consolidated Statements of Changes in Net Assets for the six months ended March 31, 2010 and 2009

  S-78

Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2010 and 2009

  S-79

Financial Highlights for the three and six months ended March 31, 2010 and 2009

  S-80

Notes to Condensed Consolidated Financial Statements

  S-82

S-67


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

 
  March 31,
2010
  September 30,
2009
 

ASSETS

             

Non-Control/Non-Affiliate investments (Cost 3/31/10: $274,627; 9/30/09: $312,043)

  $ 256,227   $ 286,997  

Control investments (Cost 3/31/10: $55,467; 9/30/09: $52,350)

    35,524     33,972  
           

Total investments at fair value (Cost 3/31/10: $330,094; 9/30/09: $364,393)

    291,751     320,969  

Cash

    4,261     5,276  

Interest receivable—investments in debt securities

    2,387     3,048  

Interest receivable—employees (Refer to Note 4)

    91     85  

Due from custodian

    10,571     3,059  

Due from Adviser (Refer to Note 4)

        69  

Deferred financing fees

    1,610     1,230  

Prepaid assets

    288     341  

Receivable from portfolio companies, less allowance for uncollectible receivables of $177 and $0 at March 31, 2010 and September 30, 2009, respectively

    367     1,528  

Other assets

    312     305  
           

TOTAL ASSETS

  $ 311,638   $ 335,910  
           

LIABILITIES

             

Accounts payable

  $   $ 67  

Interest payable

    244     378  

Fee due to Administrator (Refer to Note 4)

    176     216  

Due to Adviser (Refer to Note 4)

    2,365     834  

Borrowings under line of credit at fair value (Cost 3/31/10: $53,000; 9/30/09: $83,000)

    53,000     83,350  

Accrued expenses and deferred liabilities

    1,203     1,800  

Funds held in escrow

    101     189  
           

TOTAL LIABILITIES

    57,089     86,834  
           

NET ASSETS

  $ 254,549   $ 249,076  
           

ANALYSIS OF NET ASSETS

             

Common stock, $0.001 par value, 50,000,000 shares authorized and 21,039,242 and 21,087,574 shares issued and outstanding at March 31, 2010 and September 30, 2009, respectively

  $ 21   $ 21  

Capital in excess of par value

    327,709     328,203  

Notes receivable—employees (Refer to Note 4)

    (8,503 )   (9,019 )

Net unrealized depreciation on investments

    (38,343 )   (43,425 )

Net unrealized appreciation on borrowings under line of credit

        (350 )

Accumulated Net Realized Losses

    (26,335 )   (26,354 )
           

TOTAL NET ASSETS

  $ 254,549   $ 249,076  
           

NET ASSETS PER SHARE

  $ 12.10   $ 11.81  
           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

S-68


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

AS OF MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

NON-CONTROL/NON-AFFILIATE INVESTMENTS

                     

Non-syndicated Loans:

                     

Access Television Network, Inc. 

 

Service-cable airtime (infomercials)

 

Senior Term Debt (14.5%, Due 12/2009)(5)(11)

 
$

963
 
$

794
 

Allison Publications, LLC

 

Service-publisher of consumer oriented magazines

 

Senior Term Debt (10.5%, Due 9/2012)(5)

   
9,399
   
8,779
 

      Senior Term Debt (13.0%, Due 12/2010)(5)     195     191  

Anitox Acquisition Company

 

Manufacturing-preservatives for animal feed

 

Line of Credit, $3,000 available (4.5%, Due 1/2011)(5)

   
1,950
   
1,950
 

      Senior Term Debt (8.5%, Due 1/2012)(5)     2,603     2,596  

      Senior Term Debt (10.5%, Due 1/2012)(3)(5)     3,688     3,660  

BAS Broadcasting

 

Service-radio station operator

 

Senior Term Debt (11.5%, Due 7/2013)(5)

   
7,435
   
6,766
 

Chinese Yellow Pages Company

 

Service-publisher of Chinese language directories

 

Line of Credit, $700 available (7.3%, Due 9/2010)(5)

   
450
   
432
 

      Senior Term Debt (7.3%, Due 9/2010)(5)     425     407  

CMI Acquisition, LLC

 

Service-recycling

 

Senior Subordinated Term Debt (10.3%, Due 11/2012)(5)

   
6,240
   
6,061
 

Doe & Ingalls Management LLC

 

Distributor-specialty chemicals

 

Senior Term Debt (8.0%, Due 11/2010)(5)

   
1,900
   
1,881
 

      Senior Term Debt (9.0%, Due 11/2010)(3)(5)     4,343     4,299  

Finn Corporation

 

Manufacturing-landscape equipment

 

Common Stock Warrants(7)(8)

   
37
   
651
 

GFRC Holdings LLC

 

Manufacturing-glass-fiber reinforced concrete

 

Senior Term Debt (9.0%, Due 12/2012)(5)

   
6,405
   
6,333
 

      Senior Subordinated Term Debt (11.5%, Due 12/2012)(3)(5)     6,649     6,516  

Global Materials Technologies, Inc. 

 

Manufacturing-steel wool products and metal fibers

 

Senior Term Debt (14.0%, Due 6/2010)(3)(5)

   
4,310
   
3,232
 

Heartland Communications Group

 

Service-radio station operator

 

Senior Term Debt (10.0%, Due 5/2011)(5)

   
4,559
   
2,272
 

Interfilm Holdings, Inc. 

 

Service-slitter and distributor of plastic films

 

Senior Term Debt (12.3%, Due 10/2012)(5)

   
4,924
   
4,796
 

International Junior Golf Training Acquisition Company

 

Service-golf training

 

Line of Credit, $1,500 available (9.0%, Due 5/2010)(5)(13)

   
1,500
   
1,487
 

      Senior Term Debt (8.5%, Due 5/2012)(5)     1,854     1,823  

      Senior Term Debt (10.5%, Due 5/2012)(3)(5)     2,500     2,438  

KMBQ Corporation

 

Service-AM/FM radio broadcaster

 

Line of Credit, $200 available (11.0%, Due 7/2010)(5)

   
162
   
32
 

      Senior Term Debt (11.0%, Due 7/2010)(5)     1,921     384  

Legend Communications of Wyoming LLC

 

Service-operator of radio stations

 

Line of Credit, $500 available (12.0%, Due 6/2011)(5)

   
497
   
430
 

      Senior Term Debt (12.0%, Due 6/2013)(5)     9,373     8,107  

Newhall Holdings, Inc. 

 

Service-distributor of personal care products and supplements

 

Line of Credit, $1,350 available (5.0%, Due 5/2010)(5)

   
1,000
   
934
 

      Senior Term Debt(5) (5.0%, Due 5/2012)(5)     3,870     3,614  

      Senior Term Debt (5.0%, Due 5/2012)(3)(5)     4,648     4,294  

      Preferred Equity(7)(8)          

      Common Stock(7)(8)          

Northern Contours, Inc. 

 

Manufacturing-veneer and laminate components

 

Senior Subordinated Term Debt (13.0%, Due 9/2012)(5)

   
6,388
   
5,781
 

S-69


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Northstar Broadband, LLC

  Service-cable TV franchise owner   Senior Term Debt (0.7%, Due 12/2012)(5)   $ 143   $ 120  

Pinnacle Treatment Centers, Inc. 

 

Service-Addiction treatment centers

 

Senior Term Debt (10.5%, Due 12/2011)(5)

   
2,350
   
2,332
 

      Senior Term Debt (10.5%, Due 12/2011)(3)(5)     7,500     7,359  

Precision Acquisition Group Holdings, Inc. 

 

Manufacturing-consumable components for the aluminum industry

 

Equipment Note (13.0%, Due 10/2010)(5)

   
1,000
   
975
 

      Senior Term Debt (13.0%, Due 10/2010)(5)     4,125     4,022  

      Senior Term Debt (13.0%, Due 10/2010)(3)(5)     4,053     3,952  

PROFITSystems Acquisition Co. 

 

Service-design and develop ERP software

 

Line of Credit, $350 available (4.5%, Due 7/2010)

   
   
 

      Senior Term Debt (8.5%, Due 7/2011)(5)     1,300     1,216  

      Senior Term Debt (10.5%, Due 7/2011)(3)(5)     2,900     2,686  

RCS Management Holding Co. 

 

Service-healthcare supplies

 

Senior Term Debt (8.5%, Due 1/2011)(3)(5)

   
2,187
   
2,179
 

      Senior Term Debt (10.5%, Due 1/2011)(4)(5)     3,060     3,037  

Reliable Biopharmaceutical Holdings, Inc. 

 

Manufacturing-pharmaceutical and biochemical intermediates

 

Line of Credit, $5,000 available (9.0%, Due 10/2010)(5)

   
700
   
698
 

      Mortgage Note (9.5%, Due 10/2014)(5)     7,293     7,284  

      Senior Term Debt (9.0%, Due 10/2012)(5)     1,305     1,302  

      Senior Term Debt (11.0%, Due 10/2012)(3)(5)     11,753     11,635  

      Senior Subordinated Term Debt (12.0%, Due 10/2013)(5)     6,000     5,873  

      Common Stock Warrants(7)(8)     209      

Saunders & Associates

 

Manufacturing-equipment provider for frequency control devices

 

Senior Term Debt (9.8%, Due 5/2013)(5)

   
9,558
   
9,534
 

SCI Cable, Inc. 

 

Service-cable, internet, voice provider

 

Senior Term Debt (non-accrual, Due 10/2008)(5)(10)(13)

   
3,031
   
379
 

Sunburst Media—Louisiana, LLC

 

Service-radio station operator

 

Senior Term Debt (10.5%, Due 6/2011)(5)

   
6,401
   
5,961
 

Sunshine Media Holdings

 

Service-publisher regional B2B trade magazines

 

Line of credit, $2,000 available (9.0%, Due 2/2011)(5)

   
799
   
751
 

      Senior Term Debt (10.5%, Due 5/2012)(5)     16,948     15,931  

      Senior Term Debt (13.3%, Due 5/2012)(3)(5)     10,700     9,898  

Thibaut Acquisition Co. 

 

Service-design and disbribute wall covering

 

Line of Credit, $1,000 available (9.0%, Due 1/2011)(5)

   
1,000
   
957
 

      Senior Term Debt (8.5%, Due 1/2011)(5)     1,413     1,352  

      Senior Term Debt (12.0%, Due 1/2011)(3)(5)     3,000     2,839  

VantaCore

 

Service-acquisition of aggregate quarries

 

Senior Subordinated Term Debt (12.0%, Due 8/2013)(14)

   
13,590
   
13,590
 

Viapack, Inc. 

 

Manufacturing-polyethylene film

 

Senior Real Estate Term Debt (10.0%, Due 3/2011)(5)

   
725
   
719
 

      Senior Term Debt (13.0%, Due 3/2011)(3)(5)     4,058     4,022  

Westlake Hardware, Inc. 

 

Retail-hardware and variety

 

Senior Subordinated Term Debt (10.3%, Due 1/2011)(5)

   
15,000
   
14,700
 

      Senior Subordinated Term Debt (11.5%, Due 1/2011)(5)     10,000     9,700  

Winchester Electronics

 

Manufacturing-high bandwidth connectors and cables

 

Senior Term Debt (5.2%, Due 12/2010)(5)

   
1,250
   
1,244
 

      Senior Term Debt (5.7%, Due 5/2013)(5)     1,686     1,648  

      Senior Subordinated Term Debt (14.0%, Due 6/2013)(5)     9,900     9,529  
                   

Subtotal—Non-syndicated loans

           
265,125
   
248,364
 
                   

S-70


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Syndicated Loans:

                     

Puerto Rico Cable Acquisition Company, Inc. 

 

Service-telecommunications

 

Senior Subordinated Term Debt (7.8%, Due 1/2012)(6)

 
$

7,167
 
$

6,284
 

WP Evenflo Group Holdings Inc. 

 

Manufacturing-infant and juvenile products

 

Senior Term Debt (8.0%, Due 2/2013)(6)

   
1,891
   
1,579
 

      Senior Preferred Equity(7)(8)     333      

      Junior Preferred Equity(7)(8)     111      

      Common Stock(7)(8)          
                   

Subtotal—Syndicated loans

           
9,502
   
7,863
 
                   

Total Non-Control/Non-Affiliate Investments

         
$

274,627
 
$

256,227
 
                   

CONTROL INVESTMENTS

                     

BERTL, Inc. 

 

Service-web-based evaluator of digital imaging products

 

Line of Credit, $1,023 available (non-accrual, Due 10/2010)(7)(10)(12)

 
$

996
 
$

232
 

      Common Stock(7)(8)     423      

Clinton Holdings, LLC

 

Distribution-aluminum sheets and stainless steel

 

Senior Subordinated Term Debt (12.0%, Due 1/2013)(5)

   
17,140
   
12,855
 

      Common Stock Warrants(7)(8)     109      

Defiance Integrated Technologies, Inc. 

 

Manufacturing-trucking parts

 

Senior Term Debt (11.0%, Due 4/2013)(3)(5)

   
8,324
   
8,325
 

      Common Stock(7)(8)     1      

      Guaranty ($250)              

Lindmark Acquisition, LLC

 

Service-advertising

 

Senior Subordinated Term Debt (non-accrual, Due 10/2012)(5)(9)(10)

   
10,000
   
8,825
 

      Senior Subordinated Term Debt (non-accrual, Due 12/2010)(5)(9)(10)     2,000     1,765  

      Senior Subordinated Term Debt (non-accrual, Due Upon Demand)(5)(9)(10)     1,788     1,274  

      Common Stock(7)(8)     1      

LYP Holdings Corp. 

 

Service-yellow pages publishing

 

Line of credit, $1,850 available (10.0%, Due 12/2010)(7)

   
1,698
   
1,698
 

      Senior Term Debt (12.5%, Due 2/2012)(7)     325     325  

      Line of Credit, $3,000 available (non-accrual, Due 6/2010)(7)(10)     1,170     64  

      Senior Term Debt (non-accrual, Due 6/2011)(7)(10)     2,688      

      Senior Term Debt (non-accrual, Due 6/2011)(3)(7)(10)     2,750      

      Common Stock Warrants(7)(8)          

U.S. Healthcare Communications, Inc. 

 

Service-magazine publisher/operator

 

Line of credit, $400 available (non-accrual, Due 12/2010)(7)(10)

   
269
   
161
 

      Line of credit, $450 available (non-accrual, Due 12/2010)(7)(10)     450      

      Common Stock(7)(8)     2,470      

Western Directories, Inc. 

 

Service-directory publisher

 

Line of credit, $1,280 available (non-accrual, Due 12/2010)(7)(10)

   
1,280
   
 

      Preferred Stock(7)(8)     1,584      

      Common Stock(7)(8)     1      
                   

Total Control Investments

         
$

55,467
 
$

35,524
 
                   

Total Investments

         
$

330,094
 
$

291,751
 
                   

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents interest rates in effect at March 31, 2010 and due date represents the contractual maturity date.

(3)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt.

(4)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt, however, the debt is also junior to another Last Out Tranche.

(5)
Fair value was based on opinions of value submitted by Standard & Poor's Securities Evaluations, Inc.

(6)
Security valued based on the indicative bid price on or near March 31, 2010, offered by the respective syndication agent's trading desk or secondary desk.

S-71


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

(7)
Fair value was based on the total enterprise value of the portfolio company using a liquidity waterfall approach. The Company also considered discounted cash flow methodologies.

(8)
Security is non-income producing.

(9)
Lindmark's loan agreement was amended in March 2009 such that any unpaid current interest accrues at a success fee rate. The success fee is to be paid upon certain conditions being met and is not recorded until paid. Please refer to Note 2, "Summary of Significant Accounting Policies—Interest Income Recognition." For the three and six months ended March 31, 2010, the Company recorded $0 of interest income.

(10)
BERTL, Lindmark, SCI Cable, U.S. Healthcare, Western Directories and a portion of LYP Holdings are currently past due on interest payments and are on non-accrual.

(11)
Access TV's loan matured in December 2009. The Company is actively working to recover amounts due under this loan, however, there is no assurance that there will be any recovery of amounts past due.

(12)
ACE Expediters' interest and BERTL's interest include paid in kind interest. Please refer to Note 2, "Summary of Significant Accounting Policies."

(13)
Subsequent to March 31, 2010, International Junior Golf's line of credit was extended to May 2011 and SCI Cable's senior term debt was amended with a maturity date of October 2012.

(14)
VantaCore's fair value was based on the full repayment subsequent to March 31, 2010. Please refer to Note 10, "Subsequent Events."

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

S-72


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

AS OF SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

NON-CONTROL/NON-AFFILIATE INVESTMENTS

                     
 

Non-syndicated Loans:

                     
 

Access Television Network, Inc. 

 

Service-cable airtime (infomercials)

 

Senior Term Debt (14.5%, Due 12/2009)(5)(9)

 
$

963
 
$

868
 
 

ACE Expediters, Inc

 

Service-over-the-ground logistics

 

Senior Term Debt (13.5%, Due 9/2014)(5)(13)

   
5,106
   
4,864
 
 

      Common Stock Warrants(8)     200     564  
 

ActivStyle Acquisition Co. 

 

Service-medical products distribution

 

Senior Term Debt (13.0%, Due 4/2014)(3)(5)

   
4,000
   
3,940
 
 

Allison Publications, LLC

 

Service-publisher of consumer oriented magazines

 

Senior Term Debt (10.0%, Due 9/2012)(5)

   
9,709
   
8,746
 
 

      Senior Term Debt (13.0%, Due 12/2010)(5)     260     246  
 

Anitox Acquisition Company

 

Manufacturing-preservatives for animal feed

 

Line of Credit, $3,000 available (4.5%, Due 1/2010)(5)

   
1,700
   
1,681
 
 

      Senior Term Debt (8.5%, Due 1/2012)(5)     2,877     2,823  
 

      Senior Term Debt (10.5%, Due 1/2012)(3)(5)     3,688     3,582  
 

BAS Broadcasting

 

Service-radio station operator

 

Senior Term Debt (11.5%, Due 7/2013)(5)

   
7,300
   
5,840
 
 

      Senior Term Debt (12.0%, Due 7/2009)(3)(5)(12)     950     475  
 

CCS, LLC

 

Service-cable TV franchise owner

 

Senior Term Debt (non-accrual, Due 8/2008)(5)(10)(12)

   
631
   
126
 
 

Chinese Yellow Pages Company

 

Service-publisher of Chinese language directories

 

Line of Credit, $700 available (7.3%, Due 9/2010)(5)

   
450
   
427
 
 

      Senior Term Debt (7.3%, Due 9/2010)(5)     518     488  
 

CMI Acquisition, LLC

 

Service-recycling

 

Senior Subordinated Term Debt (10.3%, Due 11/2012)(5)

   
6,233
   
5,890
 
 

Doe & Ingalls Management LLC

 

Distributor-specialty chemicals

 

Senior Term Debt (6.8%, Due 11/2010)(5)

   
2,300
   
2,266
 
 

      Senior Term Debt (7.8%, Due 11/2010)(3)(5)     4,365     4,267  
 

Finn Corporation

 

Manufacturing-landscape equipment

 

Common Stock Warrants(8)

   
37
   
1,223
 
 

GFRC Holdings LLC

 

Manufacturing-glass-fiber reinforced concrete

 

Line of Credit, $2,000 available (4.5%, Due 12/2010)

   
   
 
 

      Senior Term Debt (9.0%, Due 12/2012)(5)     6,599     6,450  
 

      Senior Subordinated Term Debt (11.5%, Due 12/2012)(3)(5)     6,665     6,432  
 

Global Materials Technologies, Inc. 

 

Manufacturing-steel wool products and metal fibers

 

Senior Term Debt (13.0%, Due 6/2010)(3)(5)

   
4,410
   
3,528
 
 

Heartland Communications Group

 

Service-radio station operator

 

Senior Term Debt (10.0%, Due 5/2011)(5)

   
4,567
   
2,726
 
 

Interfilm Holdings, Inc. 

 

Service-slitter and distributor of plastic films

 

Senior Term Debt (12.3%, Due 10/2012)(5)

   
4,950
   
4,715
 
 

International Junior Golf Training Acquisition Company

 

Service-golf training

 

Line of Credit, $1,500 available (9.0%, Due 5/2010)(5)

   
700
   
690
 
 

      Senior Term Debt (8.5%, Due 5/2012)(5)     2,120     2,036  
 

      Senior Term Debt (10.5%, Due 5/2012)(3)(5)     2,500     2,366  
 

KMBQ Corporation

 

Service-AM/FM radio broadcaster

 

Line of Credit, $200 available (11.0%, Due 3/2010)(5)

   
153
   
69
 
 

      Senior Term Debt (11.0%, Due 3/2010)(5)     1,785     801  
 

Legend Communications of Wyoming LLC

 

Service-operator of radio stations

 

Line of Credit, $500 available (12.0%, Due 6/2011)(5)

   
497
   
450
 
 

      Senior Term Debt (12.0%, Due 6/2013)(5)     9,373     8,482  
 

Newhall Holdings, Inc. 

 

Service-distributor of personal care products and supplements

 

Line of Credit, $3,000 available (11.3%, Due 5/2010)(5)

   
1,000
   
945
 
 

      Senior Term Debt(5) (11.3%, Due 5/2012)(5)     3,870     3,657  
 

      Senior Term Debt (14.3%, Due 5/2012)(3)(5)     4,410     4,112  

S-73


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Northern Contours, Inc. 

  Manufacturing-veneer and laminate components   Senior Subordinated Term Debt (10.0%, Due 5/2010)(5)   $ 6,562   $ 5,414  

Pinnacle Treatment Centers, Inc. 

 

Service-Addiction treatment centers

 

Line of Credit, $500 available (4.5%, Due 12/2009)

   
   
 

      Senior Term Debt (10.5%, Due 12/2011)(5)     2,750     2,633  

      Senior Term Debt (10.5%, Due 12/2011)(3)(5)     7,500     7,059  

Precision Acquisition Group Holdings, Inc. 

 

Manufacturing-consumable components for the aluminum industry

 

Equipment Note (8.5%, Due 10/2011)(5)

   
1,000
   
988
 

      Senior Term Debt (8.5%, Due 10/2010)(5)     4,250     4,192  

      Senior Term Debt (11.5%, Due 10/2010)(3)(5)     4,074     4,023  

PROFITSystems Acquisition Co. 

 

Service-design and develop ERP software

 

Line of Credit, $350 available (4.5%, Due 7/2010)

   
   
 

      Senior Term Debt (8.5%, Due 7/2011)(5)     1,600     1,468  

      Senior Term Debt (10.5%, Due 7/2011)(3)(5)     2,900     2,632  

RCS Management Holding Co. 

 

Service-healthcare supplies

 

Senior Term Debt (8.5%, Due 1/2011)(3)(5)

   
2,437
   
2,383
 

      Senior Term Debt (10.5%, Due 1/2011)(4)(5)     3,060     2,949  

Reliable Biopharmaceutical Holdings, Inc. 

 

Manufacturing-pharmaceutical and biochemical intermediates

 

Line of Credit, $5,000 available (9.0%, Due 10/2010)(5)

   
800
   
788
 

      Mortgage Note (9.5%, Due 10/2014)(5)     7,335     7,261  

      Senior Term Debt (9.0%, Due 10/2012)(5)     1,530     1,507  

      Senior Term Debt (11.0%, Due 10/2012)(3)(5)     11,813     11,518  

      Senior Subordinated Term Debt (12.0%, Due 10/2013)(5)     6,000     5,640  

      Common Stock Warrants(8)     209     282  

Saunders & Associates

 

Manufacturing-equipment provider for frequency control devices

 

Senior Term Debt (9.8%, Due 5/2013)(5)

   
10,780
   
10,618
 

SCI Cable, Inc. 

 

Service-cable, internet, voice provider

 

Senior Term Debt (9.3%, Due 10/2008)(5)(12)

   
2,881
   
576
 

Sunburst Media—Louisiana, LLC

 

Service-radio station operator

 

Senior Term Debt (10.5%, Due 6/2011)(5)

   
6,411
   
5,817
 

Sunshine Media Holdings

 

Service-publisher regional B2B trade magazines

 

Senior Term Debt (11.0%, Due 5/2012)(5)

   
16,948
   
15,973
 

      Senior Term Debt (13.5%, Due 5/2012)(3)(5)     10,700     9,978  

Thibaut Acquisition Co. 

 

Service-design and disbribute wall covering

 

Line of Credit, $1,000 available (9.0%, Due 1/2011)(5)

   
1,000
   
933
 

      Senior Term Debt (8.5%, Due 1/2011)(5)     1,487     1,387  

      Senior Term Debt (12.0%, Due 1/2011)(3)(5)     3,000     2,745  

Tulsa Welding School

 

Service-private welding school

 

Line of credit, $750 available (9.5%, Due 9/2011)

   
   
 

      Senior Term Debt (9.5%, Due 9/2013)(5)     4,144     4,144  

      Senior Term Debt (12.8%, Due 9/2013)(5)     7,960     7,950  

VantaCore

 

Service-acquisition of aggregate quarries

 

Senior Subordinated Term Debt (12.0%, Due 8/2013)(5)

   
13,726
   
13,589
 

Viapack, Inc. 

 

Manufacturing-polyethylene film

 

Senior Real Estate Term Debt (10.0%, Due 3/2011)(5)

   
775
   
743
 

      Senior Term Debt (13.0%, Due 3/2011)(3)(5)     4,061     3,893  

Visual Edge Technology, Inc. 

 

Service-office equipment distribution

 

Line of credit, $3,000 available (10.8%, Due 9/2011)(5)

   
2,981
   
2,340
 

      Senior Subordinated Term Debt (15.5%, Due 8/2011)(5)     5,000     3,925  

Westlake Hardware, Inc. 

 

Retail-hardware and variety

 

Senior Subordinated Term Debt (9.0%, Due 1/2011)(5)

   
15,000
   
14,269
 

      Senior Subordinated Term Debt (10.3%, Due 1/2011)(5)     10,000     9,400  

Winchester Electronics

 

Manufacturing-high bandwidth connectors and cables

 

Senior Term Debt (5.3%, Due 5/2013)(5)

   
1,147
   
1,136
 

      Senior Term Debt (5.7%, Due 5/2013)(5)     1,690     1,642  

      Senior Subordinated Term Debt (14.0%, Due 6/2013)(5)     9,925     9,478  
                   

Subtotal—Non-syndicated loans

           
298,322
   
277,048
 
                   

S-74


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Syndicated Loans:

                     

GTM Holdings, Inc. 

 

Manufacturing-socks

 

Senior Subordinated Term Debt (11.8%, Due 4/2014)(6)

 
$

500
 
$

220
 

Kinetek Acquisition Corp. 

 

Manufacturing-custom engineered motors & controls

 

Senior Term Debt (3.6%, Due 11/2013)(7)

   
1,438
   
925
 

Puerto Rico Cable Acquisition Company, Inc. 

 

Service-telecommunications

 

Senior Subordinated Term Debt (7.8%, Due 1/2012)(6)

   
7,174
   
5,713
 

Wesco Holdings, Inc. 

 

Service-aerospace parts and distribution

 

Senior Subordinated Term Debt (6.0%, Due 3/2014)(7)

   
2,264
   
1,856
 

WP Evenflo Group Holdings Inc. 

 

Manufacturing-infant and juvenile products

 

Senior Term Debt (8.0%, Due 2/2013)(6)

   
1,901
   
1,235
 

      Senior Preferred Equity(8)     333      

      Junior Preferred Equity(8)     111      

      Common Stock(8)          
                   

Subtotal—Syndicated loans

           
13,721
   
9,949
 
                   

Total Non-Control/Non-Affiliate Investments

         
$

312,043
 
$

286,997
 
                   

CONTROL INVESTMENTS

                     

BERTL, Inc. 

 

Service-web-based evaluator of digital imaging products

 

Line of Credit, $842 available (non-accrual, Due 10/2009)(10)(13)(15)

 
$

930
 
$

 

      Common Stock(8)(15)     424      

Clinton Holdings, LLC

 

Distribution-aluminum sheets and stainless steel

 

Senior Subordinated Term Debt (12.0%, Due 1/2013)(5)(14)

   
15,500
   
12,013
 

      Escrow Funding Note (12.0%, Due 1/2013)(5)(14)     640     496  

      Common Stock Warrants(8)(15)     109      

Defiance Integrated Technologies, Inc. 

 

Manufacturing-trucking parts

 

Senior Term Debt (11.0%, Due 4/2010)(3)(11)

   
6,005
   
6,005
 

      Senior Term Debt (11.0%, Due 4/2010)(3)(11)     1,178     1,178  

      Common Stock(8)(15)     1     816  

      Guaranty ($250)              

Lindmark Acquisition, LLC

 

Service-advertising

 

Senior Subordinated Term Debt (11.3%, Due 10/2012)(5)(16)

   
12,000
   
10,410
 

      Senior Subordinated Term Debt (13.0%, Due Upon Demand)(5)(16)     1,553     1,049  

      Common Stock(8)(15)     1      

LYP Holdings Corp. 

 

Service-yellow pages publishing

 

Line of credit, $1,250 available (10.0%, Due 7/2010)(15)

   
1,168
   
1,168
 

      Senior Term Debt (12.5%, Due 2/2012)(15)     325     325  

      Line of Credit, $3,000 available (non-accrual, Due 6/2010)(10)(15)     1,170     421  

      Senior Term Debt (non-accrual, Due 6/2011)(10)(15)     2,688      

      Senior Term Debt (non-accrual, Due 6/2011)(3)(10)(15)     2,750      

      Common Stock Warrants(8)(15)          

U.S. Healthcare Communications, Inc. 

 

Service-magazine publisher/operator

 

Line of credit, $200 available (non-accrual, Due 3/2010)(10)(15)

   
169
   
91
 

      Line of credit, $450 available (non-accrual, Due 3/2010)(10)(15)     450      

      Common Stock(8)(15)     2,470      

Western Directories, Inc. 

 

Service-directory publisher

 

Line of credit, $1,250 available (non-accrual, Due 12/2009)(10)(15)

   
1,234
   
 

      Preferred Stock(8)(15)     1,584      

      Common Stock(8)(15)     1      
                   

Total Control Investments

         
$

52,350
 
$

33,972
 
                   

Total Investments

         
$

364,393
 
$

320,969
 
                   

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents interest rates in effect at September 30, 2009 and due date represents the contractual maturity date.

(3)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt.

(4)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt, however, the debt is also junior to another Last Out Tranche.

(5)
Fair value was based on opinions of value submitted by Standard & Poor's Securities Evaluations, Inc.

S-75


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

(6)
Security valued based on the indicative bid price on or near September 30, 2009, offered by the respective syndication agent's trading desk or secondary desk.

(7)
Security valued based on the transaction sale price subsequent to September 30, 2009.

(8)
Security is non-income producing.

(9)
Access Television includes a success fee with a fair value of $1.

(10)
BERTL, CCS, U.S. Healthcare, Western Directories and a portion of LYP Holdings are currently past due on interest payments and are on non-accrual. BERTL's loan matured in October 2009 and the Company is actively working to recover amounts due under this loan. However, there is no assurance that there will be any recovery of amounts past due.

(11)
Fair value of security estimated to be equal to cost due to recent recapitalization.

(12)
BAS Broadcasting's loan matured in July 2009, CCS' loan matured in August 2008 and SCI Cable's loan matured in October 2008. The Company is actively working to recover amounts due under these loans, however, there is no assurance that there will be any recovery of amounts past due.

(13)
ACE Expediters' interest and BERTL's interest include paid in kind interest. Please refer to Note 2, "Summary of Significant Accounting Policies."

(14)
Subsequent to September 30, 2009, Clinton's senior subordinated term debt and escrow funding note were combined into one term note, with an interest rate of 12.0% and maturity date of January 2013. In addition, a term loan was entered into for $320, with an interest rate of 12.0% and maturity date of January 2013.

(15)
Fair value was based on the total enterprise value of the portfolio company using a liquidity waterfall approach. The Company also considered discounted cash flow methodologies.

(16)
Lindmark's loan agreement was amended in March 2009 such that any unpaid current interest accrues at a success fee rate. The success fee is to be paid upon certain conditions being met and is not recorded until paid. Please refer to Note 2, "Summary of Significant Accounting Policies—Interest Income Recognition." For the period from April 2009 through September 2009, the Company recorded $0 of interest income.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

S-76


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

 
  Three Months Ended
March 31,
  Six Months Ended
March 31,
 
 
  2010   2009   2010   2009  

INVESTMENT INCOME

                         
 

Interest income—Non-Control/Non-Affiliate investments

  $ 8,523   $ 10,329   $ 17,432   $ 21,990  
 

Interest income—Control investments

    709     482     1,477     502  
 

Interest income—Cash

        1         11  
 

Interest income—Notes receivable from employees (Refer to Note 4)

    108     117     221     235  
 

Prepayment fees and other income

    474         488      
                   
   

Total investment income

    9,814     10,929     19,618     22,738  
                   

EXPENSES

                         
 

Interest expense

    1,136     2,016     2,671     4,478  
 

Loan servicing fee (Refer to Note 4)

    852     1,526     1,781     3,149  
 

Base management fee (Refer to Note 4)

    739     484     1,459     917  
 

Incentive fee (Refer to Note 4)

    1,072     1,089     1,447     2,265  
 

Administration fee (Refer to Note 4)

    176     211     354     438  
 

Professional fees

    219     205     1,131     518  
 

Amortization of deferred financing fees

    449     726     943     1,446  
 

Stockholder related costs

    144     196     222     284  
 

Directors fees

    48     48     97     97  
 

Insurance expense

    79     65     147     122  
 

Compensation expense (Refer to Note 4)

    245         245      
 

Other expenses

    187     74     254     140  
                   
   

Expenses before credit from Adviser

    5,346     6,640     10,751     13,854  
                   
 

Credit to base management and incentive fees from Adviser (Refer to Note 4)

    (6 )   (1,266 )   (35 )   (2,553 )
                   
   

Total expenses net of credit to base management and incentive fees

    5,340     5,374     10,716     11,301  
                   

NET INVESTMENT INCOME

    4,474     5,555     8,902     11,437  
                   

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,

                         

DERIVATIVE AND BORROWINGS UNDER LINE OF CREDIT:

                         
 

Net realized gain (loss) on investments

    892     (2,000 )   (28 )   (3,731 )
 

Realized loss on settlement of derivative

        (304 )       (304 )
 

Unrealized appreciation on derivative

        304         304  
 

Net unrealized appreciation (depreciation) on investments

    2,483     6,725     5,082     (6,528 )
 

Net unrealized depreciation on borrowings under line of credit

    131         350      
                   
   

Net gain (loss) on investments, derivative and borrowings under line of credit

    3,506     4,725     5,404     (10,259 )

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 
$

7,980
 
$

10,280
 
$

14,306
 
$

1,178
 
                   

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE:

                         
   

Basic and Diluted

  $ 0.38   $ 0.48   $ 0.68   $ 0.05  
                   

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

                         
   

Basic and Diluted

    21,075,445     21,087,574     21,081,576     21,087,574  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS.

S-77


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
  Six Months Ended
March 31,
 
 
  2010   2009  

Operations:

             
 

Net investment income

  $ 8,902   $ 11,437  
 

Net realized loss on investments

    (28 )   (3,731 )
 

Realized loss on settlement of derivative

        (304 )
 

Unrealized appreciation on derivative

        304  
 

Net unrealized appreciation (depreciation) on investments

    5,082     (6,528 )
 

Net unrealized depreciation on borrowings under line of credit

    350      
           
   

Net increase in net assets from operations

    14,306     1,178  
           

Capital transactions:

             
 

Shelf offering costs

    (74 )   (3 )
 

Distributions to stockholders

    (8,853 )   (17,714 )
 

Repayment of principal on employee notes

        4  
 

Conversion of former employee stock option loans from recourse to non-recourse

    (420 )    
 

Reclassification of principal on employee note

    514      
           
   

Net decrease in net assets from capital transactions

    (8,833 )   (17,713 )
           

Total increase (decrease) in net assets

    5,473     (16,535 )

Net assets at beginning of year

    249,076     271,748  
           

Net assets at end of period

  $ 254,549   $ 255,213  
           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

S-78


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
  Six Months Ended
March 31,
 
 
  2010   2009  

CASH FLOWS FROM OPERATING ACTIVITIES

             
 

Net increase in net assets resulting from operations

  $ 14,306   $ 1,178  
 

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:

             
   

Purchase of investments

    (7,320 )   (17,129 )
   

Principal repayments on investments

    38,418     27,980  
   

Proceeds from sale of investments

    3,119     2,212  
   

Net amortization of premiums and discounts

    63     (109 )
   

Increase in investment balance due to paid in kind interest

    (60 )   (377 )
   

Repayment of paid in kind interest

    51      
   

Net realized loss on investments

    28     3,731  
   

Amortization of deferred financing fees

    943     1,445  
   

Realized loss on settlement of derivative

        304  
   

Unrealized appreciation on derivative

        (304 )
   

Change in net unrealized (depreciation) appreciation on investments

    (5,082 )   6,528  
   

Change in net unrealized appreciation on borrowings under line of credit

    (350 )    
   

Change in compensation expense from non-recourse notes

    245      
   

Decrease in interest receivable

    655     89  
   

Increase in funds due from custodian

    (7,512 )   (5,588 )
   

Decrease in prepaid assets

    53     57  
   

Decrease in due from affiliate

    69      
   

Decrease in receivables from portfolio companies

    1,161      
   

Increase in other assets

    (2 )   (317 )
   

Decrease in accounts payable

    (67 )    
   

Decrease in interest payable

    (134 )   (166 )
   

Decrease in accrued expenses and deferred liabilities

    (752 )   (33 )
   

Increase in fees due to affiliate (Refer to Note 4)

    1,531     235  
   

Decrease in administration fee due to Gladstone Administration (Refer to Note 4)

    (39 )   (37 )
   

Decrease in funds held in escrow

    (89 )   (113 )
           
     

Net cash provided by operating activities

    39,235     19,586  
           

CASH FLOWS FROM FINANCING ACTIVITIES:

             
   

Shelf offering costs

    (74 )   (3 )
   

Borrowings from the line of credit

    5,500     39,300  
   

Repayments on the line of credit

    (35,500 )   (36,960 )
   

Distributions paid

    (8,853 )   (17,714 )
   

Receipt of principal on notes receivable—employees (Refer to Note 4)

        4  
   

Deferred financing fees

    (1,323 )   (177 )
           
     

Net cash used in financing activities

    (40,250 )   (15,550 )
           

NET (DECREASE) INCREASE IN CASH

    (1,015 )   4,036  

CASH, BEGINNING OF PERIOD

    5,276     6,493  
           

CASH, END OF PERIOD

  $ 4,261   $ 10,529  
           

NON-CASH FINANCING ACTIVITIES

             

Portfolio company payoff proceeds held in escrow (included in other assets and other liabilities)

  $ 155   $  

Reclassification of principal on employee note (Refer to Note 4)

  $ 514   $  

Conversion of former employee stock option loans from recourse to non-recourse (Refer to Note 6)

  $ 420   $  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

S-79


Table of Contents


GLADSTONE CAPITAL CORPORATION

FINANCIAL HIGHLIGHTS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT DATA)

(UNAUDITED)

 
  Three Months Ended March 31,   Six Months Ended March 31,  
 
  2010   2009   2010   2009  

Per Share Data(1)

                         
 

Net asset value at beginning of period

  $ 11.92   $ 12.04   $ 11.81   $ 12.89  
                   
 

Income from investment operations:

                         
   

Net investment income(2)

    0.21     0.26     0.42     0.54  
   

Net realized gain (loss) on investments(2)

    0.04     (0.09 )       (0.18 )
   

Realized loss on settlement of derivative(2)

        (0.01 )       (0.01 )
   

Unrealized appreciation on derivative(2)

        0.01         0.01  
   

Net unrealized appreciation (depreciation) on investments(2)

    0.12     0.31     0.24     (0.31 )
   

Net unrealized depreciation on borrowings under line of credit(2)

    0.01         0.02      
                   
 

Total from investment operations

    0.38     0.48     0.68     0.05  
                   
 

Distributions to stockholders(3)

    (0.21 )   (0.42 )   (0.42 )   (0.84 )
 

Conversion of former employee stock option loans from recourse to non-recourse

    (0.02 )       (0.02 )    
 

Reclassification of principal on employee note

            0.02      
 

Anti-dilutive effect from retirement of employee loan shares

    0.03         0.03      
                   
 

Net asset value at end of period

  $ 12.10   $ 12.10   $ 12.10   $ 12.10  
                   
 

Per share market value at beginning of period

  $ 7.69   $ 8.09   $ 8.93   $ 15.24  
 

Per share market value at end of period

  $ 11.80   $ 6.26   $ 11.80   $ 6.26  
 

Total return(4)(5)

    56.94 %   (17.93 )%   38.77 %   (54.11 )%
 

Shares outstanding at end of period

    21,039,242     21,087,574     21,039,242     21,087,574  
 

Statement of Assets and Liabilities Data:

                         
 

Net assets at end of period

  $ 254,549   $ 255,213   $ 254,549   $ 255,213  
 

Average net assets(6)

  $ 251,111   $ 249,526   $ 251,111   $ 255,763  
 

Senior Securities Data:

                         
 

Borrowings under line of credit

  $ 53,000   $ 153,370   $ 53,000   $ 153,370  
 

Asset coverage ratio(7)(8)

    575 %   266 %   575 %   266 %
 

Asset coverage per unit(8)

  $ 5,754   $ 2,659   $ 5,754   $ 2,659  
 

Ratios/Supplemental Data:

                         
 

Ratio of expenses to average net assets-annualized(9)

    8.52 %   10.64 %   8.60 %   10.83 %
 

Ratio of net expenses to average net assets-annualized(10)

    8.51 %   8.61 %   8.57 %   8.84 %
 

Ratio of net investment income to average net assets-annualized

    7.13 %   8.91 %   7.12 %   8.94 %

(1)
Based on actual shares outstanding at the end of the corresponding period.

(2)
Based on weighted average basic per share data.

S-80


Table of Contents


GLADSTONE CAPITAL CORPORATION

FINANCIAL HIGHLIGHTS (Continued)

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT DATA)

(UNAUDITED)

(3)
Distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under accounting principles generally accepted in the United States of America.

(4)
Total return equals the change in the ending market value of the Company's common stock from the beginning of the period taking into account distributions reinvested in accordance with the terms of the Company's dividend reinvestment plan. Total return does not take into account distributions that may be characterized as a return of capital. For further information on the estimated character of the Company's distributions please refer to Note 8.

(5)
Amounts were not annualized.

(6)
Average net assets are computed using the average of the balance of net assets at the end of each month of the reporting period.

(7)
As a business development company, the Company is generally required to maintain a ratio of at least 200% of total assets, less all liabilities and indebtedness not represented by senior securities, to total borrowings.

(8)
Asset coverage ratio is the ratio of the carrying value of the Company's total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness (including interest payable and guarantees). Asset coverage per unit is the asset coverage ratio expressed in terms of dollar amounts per $1 thousand of indebtedness.

(9)
Ratio of expenses to average net assets is computed using expenses before credits from Adviser to the base management and incentive fees and including income tax expense.

(10)
Ratio of net expenses to average net assets is computed using total expenses net of credits from Adviser to the base management and incentive fees and including income tax expense.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

S-81


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 1. ORGANIZATION

        Gladstone Capital Corporation (the "Company") was incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. The Company is a closed-end, non-diversified management investment company that has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company has elected to be treated for tax purposes as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company's investment objective is 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 substantially owned by leveraged buyout funds, individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, the Company may acquire from others existing loans that meet this profile.

        Gladstone Business Loan, LLC ("Business Loan"), a wholly-owned subsidiary of the Company, was established on February 3, 2003 for the purpose of holding the Company's portfolio of loan investments. Gladstone Capital Advisers, Inc. is also a wholly-owned subsidiary of the Company, which was established on December 30, 2003.

        Gladstone SBIC, LP ("Gladstone SBIC") and Gladstone SBIC GP, LLC, the general partner of Gladstone SBIC, were established on December 4, 2008 as wholly-owned subsidiaries of the Company for the purpose of applying for and holding a license to enable the Company, through Gladstone SBIC, to make investments in accordance with the United States Small Business Administration guidelines for small business investment companies.

        Gladstone Financial Corporation ("Gladstone Financial"), a wholly-owned subsidiary of the Company, was established on November 21, 2006 for the purpose of holding a license to operate as a Specialized Small Business Investment Company. Gladstone Financial (previously known as Gladstone SSBIC Corporation) acquired this license in February 2007. This will enable the Company, through this subsidiary, to make investments in accordance with the United States Small Business Administration guidelines for specialized small business investment companies.

        The financial statements of the subsidiaries are consolidated with those of the Company.

        The Company is externally managed by Gladstone Management Corporation (the "Adviser"), an unconsolidated affiliate of the Company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

        Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of the Company's management, all adjustments, consisting solely of

S-82


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included. The current period's results of operations are not necessarily indicative of results that ultimately may be achieved for the year. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended September 30, 2009, as filed with the Securities and Exchange Commission (the "SEC") on November 23, 2009.

        The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Reclassifications

        Certain amounts in the prior year's financial statements have been reclassified to conform to the current year presentation with no effect to net increase in net assets resulting from operations. The Company's asset coverage ratio calculation was revised so the indebtedness includes interest payable and guarantees.

Out-of-Period Adjustment

        During the three and six months ended March 31, 2010, the Company recorded adjustments to interest income, operating expenses and certain balance sheet accounts to reverse interest income and record additional expenses primarily related to professional fees that were not correctly recorded in prior periods. The net adjustments resulted in reductions of $408 and $551 in net investment income for the three and six months ended March 31, 2010, respectively. These adjustments reduced net investment income per share by $0.02 and $0.03 for the three and six months ended March 31, 2010, respectively. These adjustments both individually and in the aggregate were not material to any of the fiscal 2009 interim or full year consolidated financial statements nor are they expected to be material to full year fiscal 2010 results.

Investment Valuation Policy

        The Company carries its investments at market value to the extent that market quotations are readily available and reliable, and otherwise at fair value, as determined in good faith by its Board of Directors. In determining the fair value of the Company's investments, the Adviser has established an investment valuation policy (the "Policy"). The Policy is approved by the Company's Board of Directors and each quarter the Board of Directors reviews whether the Adviser has applied the Policy consistently and votes whether or not to accept the recommended valuation of the Company's investment portfolio.

        The Company uses generally accepted valuation techniques to value its portfolio unless the Company has specific information about the value of an investment to determine otherwise. From time to time the Company may accept an appraisal of a business in which the Company holds securities. These appraisals are expensive and occur infrequently but provide a third-party valuation opinion that

S-83


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


may differ in results, techniques and scopes used to value the Company's investments. When these specific third-party appraisals are engaged or accepted, the Company uses estimates of value provided by such appraisals and its own assumptions including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date to value the investment the Company has in that business.

        The Policy, which is summarized below, applies to publicly-traded securities, securities for which a limited market exists and securities for which no market exists.

        Publicly-traded securities:    The Company determines the value of publicly-traded securities based on the closing price for the security on the exchange or securities market on which it is listed and primarily traded on the valuation date. To the extent that the Company owns restricted securities that are not freely tradable, but for which a public market otherwise exists, the Company will use the market value of that security adjusted for any decrease in value resulting from the restrictive feature.

        Securities for which a limited market exists:    The Company values securities that are not traded on an established secondary securities market, but for which a limited market for the security exists, such as certain participations in, or assignments of, syndicated loans, at the quoted bid price. In valuing these assets, the Company assesses trading activity in an asset class and evaluates variances in prices and other market insights to determine if any available quote prices are reliable. If the Company concludes that quotes based on active markets or trading activity may be relied upon, firm bid prices are requested; however, if a firm bid price is unavailable, the Company bases the value of the security upon the indicative bid price offered by the respective originating syndication agent's trading desk, or secondary desk, on or near the valuation date. To the extent that the Company uses the indicative bid price as a basis for valuing the security, the Adviser may take further steps to consider additional information to validate that price in accordance with the Policy.

        In the event these limited markets become illiquid such that market prices are no longer readily available, the Company will value its syndicated loans using estimated net present values of the future cash flows or discounted cash flows ("DCF"). The use of a DCF methodology follows that prescribed by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures," which provides guidance on the use of a reporting entity's own assumptions about future cash flows and risk-adjusted discount rates when relevant observable inputs, such as quotes in active markets, are not available. When relevant observable market data does not exist, the alternative outlined in ASC 820 is the use of valuing investments based on DCF. For the purposes of using DCF to provide fair value estimates, the Company considers multiple inputs such as a risk-adjusted discount rate that incorporates adjustments that market participants would make both for nonperformance and liquidity risks. As such, the Company develops a modified discount rate approach that incorporates risk premiums including, among others, increased probability of default, or higher loss given default, or increased liquidity risk. The DCF valuations applied to the syndicated loans provide an estimate of what the Company believes a market participant would pay to purchase a syndicated loan in an active market, thereby establishing a fair value. The Company will

S-84


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


apply the DCF methodology in illiquid markets until quoted prices are available or are deemed reliable based on trading activity.

        As of March 31, 2010, the Company assessed trading activity in its syndicated loan assets and determined that there continued to be market liquidity and a functioning secondary market for these assets. Thus, firm bid prices or indicative bids were used to fair value the Company's remaining syndicated loans as of March 31, 2010.

        Securities for which no market exists:    The valuation methodology for securities for which no market exists falls into three categories: (1) portfolio investments comprised solely of debt securities; (2) portfolio investments in controlled companies comprised of a bundle of securities, which can include debt and equity securities; and (3) portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and equity securities.

S-85


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

S-86


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Refer to Note 3 for additional information regarding fair value measurements under ASC 820-10.

Interest Income Recognition

        Interest income, adjusted for amortization of premiums and acquisition costs and for the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes 90 days or more past due or if the Company's qualitative assessment indicates that the debtor is unable to service its debt or other obligations, the Company will place the loan on non-accrual status and cease recognizing interest income on that loan until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, the Company remains contractually entitled to this interest. Interest payments received on loans on non-accrual may be recognized as income or applied to principal depending upon management's judgment. Loans on non-accrual are restored to accrual status when past due principal and interest is paid or due to a restructuring such that the interest income is deemed to be collectible, and in management's judgment, are likely to remain current. At March 31, 2010, one Non-Control/Non-Affiliate investment and five Control investments were on non-accrual with an aggregate cost basis of approximately $26,422, or 8.0% of the cost basis of all loans in the Company's portfolio. At September 30, 2009, one Non-Control/Non-Affiliate investment and four Control investments were on non-accrual with an aggregate cost basis of approximately $10,022, or 2.8% of the cost basis of all loans in the Company's portfolio. Success fees are recorded upon receipt and are contractually due upon a change of control in a portfolio company.

Paid in Kind Interest

        The Company has two loans in its portfolio which contain PIK provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as income. To maintain the Company's status as a RIC, this non-cash source of income must be paid out to stockholders in the form of distributions, even though the Company has not yet collected the cash. The Company recorded PIK income of $49 and $100 for the three and six months ended March 31, 2010, respectively, as compared to $13 and $31 for the three and six months ended March, 31 2009, respectively.

Services Provided to Portfolio Companies

        As of March 31, 2010 and September 30, 2009, the Company had gross receivables from portfolio companies of $544 and $1,528, respectively, of reimbursements for non-recurring costs incurred on behalf of the portfolio companies. The allowance for uncollectible receivables was $177 and $0 as of March 31, 2010 and September 30, 2009, respectively.

S-87


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

        In August 2009, FASB issued Accounting Standard Update ("ASU") No. 2009-05, "Fair Value Measurements and Disclosures: Measuring Liabilities at Fair Value." The update provides clarification to ASC 820 for the valuation techniques required to measure the fair value of liabilities. ASU No. 2009-05 also provides clarification around required inputs to the fair value measurement of a liability and definition of a Level 1 liability. ASU No. 2009-05 is effective for interim and annual periods beginning after August 28, 2009. The Company adopted ASU No. 2009-05 beginning with the quarter ended December 31, 2009. The adoption of this standard did not have a material effect on the Company's financial position and results of operations.

        In September 2009, the FASB issued ASU No. 2009-12, "Measuring Fair Value Measurements and Disclosures: Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)," that provides additional guidance on how companies should estimate the fair value of certain alternative investments, such as hedge funds, private equity funds and venture capital funds. The fair value of such investments can now be determined using net asset value ("NAV") as a practical expedient, unless it is probable that the investment will not be sold at a price equal to NAV. In those situations, the practical expedient cannot be used and disclosure of the remaining actions necessary to complete the sale will be required. New disclosures of the attributes of all investments within the scope of the new guidance is required, regardless of whether an entity used the practical expedient to measure the fair value of any of its investments. ASU No. 2009-12 is effective for the first annual or interim reporting period ending after December 15, 2009, with early application permitted. The Company determined that the adoption of this standard did not have a material effect on its financial position and results of operations as of and for the six months ended March 31, 2010.

        In December 2009, the FASB issued ASU No. 2009-17, "Consolidations: Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities," that amends the FASB ASC for the issuance of FASB Statement No. 167, "Amendments to FASB Interpretation No. 46(R)." The amendments in this ASU replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact such entity's economic performance and (1) the obligation to absorb losses of such entity or (2) the right to receive benefits from such entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity. The amendments in ASU No. 2009-17 also require additional disclosures about a reporting entity's involvement in variable interest entities, which will enhance the information provided to users of financial statements. ASU No. 2009-17 is effective for annual periods beginning after November 15, 2009. The Company does not believe the adoption of this standard will have a material effect on its financial position and results of operations.

S-88


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In January 2010, the FASB issued ASU No. 2010-06, "Fair Value Measurements and Disclosures," that requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. The FASB also clarified existing fair-value measurement disclosure guidance about the level of disaggregation, inputs, and valuation techniques. The new and revised disclosures are required to be implemented in interim or annual periods beginning after December 15, 2009, except for the gross presentation of the Level 3 rollforward, which is required for annual reporting periods beginning after December 15, 2010. The Company adopted ASU No. 2010-06 beginning with the quarter ended March 31, 2010. The adoption of this standard did not have a material effect on the Company's financial position and results of operations.

        In February 2010, the FASB issued ASU No. 2010-09, "Subsequent Events," that amended its guidance on subsequent events. SEC filers are not required to disclose the date through which an entity has evaluated subsequent events. The amended guidance was effective upon issuance for all entities.

        In February 2010, the FASB issued ASU 2010-10, "Consolidations" to defer FAS 167, Amendments to FASB Interpretation No. 46(R), for certain investment entities that have the attributes of entities subject to ASC 946 (the "investment company guide"). In addition, the ASU (1) amends the requirements for evaluating whether a decision maker or service contract is a variable interest to clarify that a quantitative approach should not be the sole consideration in assessing the criteria and (2) clarifies that related parties should be considered in applying all of the decision maker and service contract criteria. The Company's adoption of this standard did not have a material effect on its financial position and results of operations.

NOTE 3. INVESTMENTS

        The Company adopted guidance for fair value measurements on October 1, 2008. In part, this guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. The guidance provides a consistent definition of fair value that focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. The guidance also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

S-89


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

        As of March 31, 2010, all of the Company's assets were valued using Level 3 inputs. The following table presents the financial instruments carried at fair value as of March 31, 2010 and September 30, 2009, by caption on the accompanying condensed consolidated statements of assets and liabilities for each of the three levels of hierarchy established by the guidance:

 
  As of March 31, 2010  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statements of
Assets and Liabilities
 

Senior Term Debt

  $   $   $ 188,348   $ 188,348  

Senior Subordinated Term Debt

            102,752     102,752  

Preferred Equity Securities

                 

Common Equity Securities

            651     651  
                   
 

Total investments at fair value

  $   $   $ 291,751   $ 291,751  
                   

 

 
  As of September 30, 2009  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statements of
Assets and Liabilities
 

Senior Term Debt

  $   $   $ 212,290   $ 212,290  

Senior Subordinated Term Debt

            105,794     105,794  

Preferred Equity Securities

                 

Common Equity Securities

            2,885     2,885  
                   
 

Total investments at fair value

  $   $   $ 320,969   $ 320,969  
                   

S-90


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

Changes in Level 3 Fair Value Measurements

        The following table provides a roll-forward in the changes in fair value during the three-month period from December 31, 2009 to March 31, 2010, and for the six-month period from September 30, 2009 to March 31, 2010, for all investments for which the Company determines fair value using unobservable (Level 3) factors. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated by external sources). Accordingly, the losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

Fair value measurements using unobservable data inputs (Level 3)

 
  Non-Control/
Non-Affiliate
Investments
  Control
Investments
  Total  

Three months ended March 31, 2010:

                   

Fair value at December 31, 2009

  $ 272,380   $ 34,258   $ 306,638  
 

Total gains or losses

                   
   

Realized losses(a)

    892         892  
   

Reversal of prior period depreciation on realization(b)

    2,031         2,031  
   

Unrealized appreciation (depreciation)(b)

    1,018     (566 )   452  
 

New investments, repayments and settlements(c)

                   
   

Issuances/New investments

    3,308     1,832     5,140  
   

Settlements/Repayments

    (23,065 )       (23,065 )
   

Sales

    (337 )       (337 )
 

Transfers into/out of Level 3

             
               

Fair value as of March 31, 2010

  $ 256,227   $ 35,524   $ 291,751  
               

Six months ended March 31, 2010:

                   

Fair value at September 30, 2009

  $ 286,997   $ 33,972   $ 320,969  
 

Total gains or losses

                   
   

Realized losses(a)

    (28 )       (28 )
   

Reversal of prior period depreciation on realization(b)

    3,437         3,437  
   

Unrealized depreciation(b)

    3,211     (1,566 )   1,645  
 

New investments, repayments and settlements, net(c)

                   
   

Issuances/New investments

    4,202     3,118     7,320  
   

Settlements/Repayments

    (38,473 )       (38,473 )
   

Sales

    (3,119 )       (3,119 )
 

Transfers into/out of Level 3

             
               

Fair value as of March 31, 2010

  $ 256,227   $ 35,524   $ 291,751  
               

S-91


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

 
  Senior
Term
Debt
  Senior
Subordinated
Term Debt
  Preferred
Equity
Securities
  Common
Equity
Securities
  Total  

Three months ended March 31, 2010:

                               

Fair value at December 31, 2009

  $ 198,577   $ 106,609   $   $ 1,452   $ 306,638  
 

Total gains or losses

                               
   

Realized losses(a)

    (312 )   (163 )       1,367     892  
   

Reversal of prior period depreciation on realization(b)

    1,066     1,212         (247 )   2,031  
   

Unrealized appreciation (depreciation)(b)

    414     392         (354 )   452  
 

New investments, repayments, and settlements, net(c)

                               
   

Issuances/New investments

    4,901     239             5,140  
   

Settlements/Repayments

    (16,298 )   (5,200 )       (1567 )   (23,065 )
   

Sales

        (337 )           (337 )
 

Transfers into/out of Level 3

                     
                       

Fair value as of March 31, 2010

  $ 188,348   $ 102,752   $   $ 651   $ 291,751  
                       

Six months ended March 31, 2010:

                               

Fair value at September 30, 2009

  $ 212,290   $ 105,794   $   $ 2,885   $ 320,969  
 

Total gains or losses

                               
   

Realized losses(a)

    (825 )   (570 )       1,367     (28 )
   

Reversal of prior period depreciation on realization(b)

    2,065     1,619         (247 )   3,437  
   

Unrealized depreciation(b)

    1,210     2,222         (1,787 )   1,645  
 

New investments, repayments and settlements, net(c)

                               
   

Issuances/New investments

    6,078     1,242             7,320  
   

Settlements/Repayments

    (31,545 )   (5,361 )       (1,567 )   (38,473 )
   

Sales

    (925 )   (2,194 )           (3,119 )
 

Transfers into/out of Level 3

                     
                       

Fair value as of March 31, 2010

  $ 188,348   $ 102,752   $   $ 651   $ 291,751  
                       

S-92


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)


 
  Non-Control/
Non-Affiliate
Investments
  Control
Investments
  Derivative   Total  

Three months ended March 31, 2009:

                         

Fair value at December 31, 2008

  $ 384,012   $ 566   $   $ 384,578  
 

Realized losses(a)

    (2,000 )       (304 )   (2,304 )
 

Reversal of prior period depreciation on realization(b)

    1,960         304     2,264  
 

Unrealized appreciation(b)

    1,239     3,526         4,765  
 

New investments, repayments, and settlements, net(c)

    (15,616 )   11,410         (4,206 )
 

Transfers in (out) of Level 3

                 
                   

Fair value as of March 31, 2009

  $ 369,595   $ 15,502   $   $ 385,097  
                   

Six months ended March 31, 2009:

                         

Fair value at September 30, 2008

  $ 407,153   $ 780   $   $ 407,933  
 

Realized losses(a)

    (3,731 )       (304 )   (4,035 )
 

Reversal of prior period depreciation on realization(b)

    3,145         304     3,449  
 

Unrealized appreciation (depreciation)(b)

    (12,387 )   2,714         (9,673 )
 

New investments, repayments, and settlements, net(c)

    (24,585 )   12,008         (12,577 )
 

Transfers in (out) of Level 3

                 
                   

Fair value as of March 31, 2009

  $ 369,595   $ 15,502   $   $ 385,097  
                   

(a)
Included in net realized loss on investments on the accompanying condensed consolidated statements of operations for the three and six months ended March 31, 2010 and 2009.

(b)
Included in unrealized appreciation (depreciation) on investments on the accompanying condensed consolidated statements of operations for the three and six months ended March 31, 2010 and 2009.

(c)
Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts, premiums and closing fees as well as decreases in the cost basis of investments resulting from principal repayments or sales.

Non-Control/Non-Affiliate Investments

        As of March 31, 2010 and September 30, 2009, the Company held Non-Control/Non-Affiliate investments in the aggregate of approximately $256,227and $286,997, at fair value, respectively.

S-93


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

Control Investments

        As of March 31, 2010 and September 30, 2009, the Company held Control investments in the aggregate of approximately $35,524 and $33,972, at fair value, respectively. As of March 31, 2010, the Control investments were comprised of BERTL, Inc. ("BERTL"), Clinton Holdings, LLC ("Clinton"), Defiance Integrated Technologies, Inc. ("Defiance"), Lindmark Acquisition, LLC ("Lindmark"), LYP Holdings Corp. ("LYP Holdings"), U.S. Healthcare Communications, Inc. ("U.S. Healthcare") and Western Directories, Inc. ("Western Directories").

S-94


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

Investment Concentrations

        As of March 31, 2010, the Company had aggregate investments in 41 portfolio companies and approximately 64.6% of the aggregate fair value of such investments was senior term debt, approximately 35.2% was senior subordinated term debt, no investments were in junior subordinated debt and approximately 0.2% was in equity securities. The following table outlines the Company's investments by type at March 31, 2010 and September 30, 2009:

 
  March 31, 2010   September 30, 2009  
 
  Cost   Fair Value   Cost   Fair Value  

Senior Term Debt

  $ 212,955   $ 188,348   $ 240,172   $ 212,290  

Senior Subordinated Term Debt

    111,861     102,752     118,743     105,794  

Preferred Equity Securities

    2,028         2,028      

Common Equity Securities

    3,250     651     3,450     2,885  
                   

Total Investments

  $ 330,094   $ 291,751   $ 364,393   $ 320,969  
                   

S-95


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

        Investments at fair value consisted of the following industry classifications as of March 31, 2010 and September 30, 2009:

 
  March 31, 2010   September 30, 2009  
 
   
  Percentage    
  Percentage  
Industry Classification
  Fair Value   Total
Investments
  Net
Assets
  Fair Value   Total
Investments
  Net
Assets
 

Aerospace & Defense

  $           $ 1,857     0.6 %   0.7 %

Automobile

    8,325     2.9 %   3.3 %   7,999     2.5 %   3.2 %

Broadcast (TV & Radio)

    43,394     14.9 %   17.0 %   43,403     13.5 %   17.4 %

Buildings & Real Estate

    12,848     4.4 %   5.0 %   12,882     4.0 %   5.2 %

Cargo Transport

                5,427     1.7 %   2.2 %

Chemicals, Plastics & Rubber

    15,717     5.4 %   6.2 %   15,884     4.9 %   6.4 %

Diversified/Conglomerate Manufacturing

    1,579     0.5 %   0.6 %   1,236     0.4 %   0.5 %

Diversified Natural Resources, Precious Metals & Minerals

    13,590     4.7 %   5.3 %   13,589     4.2 %   5.5 %

Electronics

    25,856     8.9 %   10.2 %   27,899     8.7 %   11.2 %

Farming & Agriculture

    8,857     3.0 %   3.5 %   9,309     2.9 %   3.7 %

Healthcare, Education & Childcare

    41,700     14.3 %   16.4 %   58,054     18.1 %   23.3 %

Home & Office Furnishings

    10,929     3.7 %   4.3 %   16,744     5.2 %   6.7 %

Leisure, Amusement, Movies & Entertainment

    5,747     2.0 %   2.3 %   5,091     1.6 %   2.0 %

Machinery

    8,949     3.1 %   3.5 %   9,202     2.9 %   3.7 %

Mining, Steel, Iron & Non-Precious Metals

    22,149     7.5 %   8.7 %   21,926     6.8 %   8.8 %

Personal & Non-durable Consumer Products

    8,841     3.0 %   3.5 %   8,714     2.7 %   3.5 %

Printing & Publishing

    38,870     13.3 %   15.3 %   37,864     11.8 %   15.2 %

Retail Stores

    24,400     8.4 %   9.6 %   23,669     7.4 %   9.5 %

Textiles & Leather

                220     0.1 %   0.1 %
                               

Total

  $ 291,751     100.0 %       $ 320,969     100.0 %      
                               

S-96


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

        The investments at fair value were included in the following geographic regions of the United States at March 31, 2010 and September 30, 2009:

 
  March 31, 2010   September 30, 2009  
 
   
  Percentage    
  Percentage  
Geographic
Region
  Fair Value   Total
Investments
  Net
Assets
  Fair Value   Total
Investments
  Net
Assets
 

Midwest

  $ 150,628     51.6 %   59.2 % $ 172,263     53.7 %   69.2 %

West

    61,837     21.2 %   24.3 %   65,678     20.5 %   26.4 %

Southeast

    29,670     10.2 %   11.7 %   34,708     10.8 %   13.9 %

Mid-Atlantic

    28,824     9.9 %   11.3 %   28,437     8.8 %   11.4 %

Northeast

    14,508     5.0 %   5.7 %   14,170     4.4 %   5.7 %

U.S. Territory

    6,284     2.1 %   2.5 %   5,713     1.8 %   2.3 %
                               

  $ 291,751     100.0 %       $ 320,969     100.0 %      
                               

        The geographic region indicates the location of the headquarters for the Company's portfolio companies. A portfolio company may have a number of other business locations in other geographic regions.

Investment Principal Repayments

        The following table summarizes the contractual principal repayment and maturity of the Company's investment portfolio by fiscal year, assuming no voluntary prepayments:

 
   
  Amount  

For the remaining six months ending September 30:

  2010   $ 20,904  

For the fiscal year ending September 30:

  2011     92,686  

  2012     78,069  

  2013     119,763  

  2014     6,116  

  2015     6,851  
           

  Total Contractual Repayments     324,389  

  Investments in equity securities     5,278  

  Unamortized premiums, discounts and investment acquisition costs on debt securities     427  
           

  Total   $ 330,094  
           

S-97


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 4. RELATED PARTY TRANSACTIONS

Loans to Employees

        The Company provided loans to employees of the Adviser, who at the time of the loans were joint employees of the Company and either the Adviser or the Company's previous investment adviser, Gladstone Capital Advisers, Inc., for the exercise of options under the Amended and Restated 2001 Equity Incentive Plan, which has since been terminated and is no longer in operation. The loans require the quarterly payment of interest at the market rate in effect at the date of issue, have varying terms not exceeding ten years and have been recorded as a reduction of net assets. The loans are evidenced by full recourse notes that are due upon maturity or 60 days following termination of employment, and the shares of common stock purchased with the proceeds of the loan are posted as collateral. No new loans were issued during the six months ended March 31, 2010 or March 31, 2009. The Company received $0 and $4 of principal repayments during the six months ended March 31, 2010 and March 31, 2009, respectively. The Company recognized interest income from all employee stock option loans of $108 and $221 for the three and six months ended March 31, 2010, respectively, and $117 and $235 for the three and six months ended March 31, 2009, respectively.

        During the six months ended March 31, 2010, $514 of an employee stock option loan to a former employee of the Adviser was transferred from notes receivable—employees to other assets in connection with the termination of her employment with the Adviser and the later amendment of the loan. The interest on the loan from the time the employee stopped working for the Adviser is included in other income on the condensed consolidated statement of operations.

Compensation Expense

        During the three months ended March 31, 2010, the employee stock option loans of two former employees were converted from recourse to non-recourse loans. The conversions were non-cash transactions and were accounted for as repurchases of the shares previously received by the employees upon exercise of the stock option in exchange for the non-recourse notes. The repurchases were accounted for as treasury stock transactions at the fair value of the shares, totaling $420. Since the value of the stock option loans totaled $665, the Company recorded compensation expense of $245.

Investment Advisory and Management Agreement

        The Company is externally managed by the Adviser, which is controlled by its chairman and chief executive officer, under a contractual investment advisory agreement. On October 1, 2006, the Company entered into the investment advisory agreement (the "Advisory Agreement"). Under the Advisory Agreement, the Company pays the Adviser an annual base management fee of 2% of its average gross assets, which is defined as total assets less uninvested cash and cash equivalents resulting from borrowings calculated as of the end of the two most recently completed fiscal quarters. The Advisory Agreement also includes a two-part incentive fee.

S-98


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 4. RELATED PARTY TRANSACTIONS (Continued)

        The following tables summarize the management fees, incentive fees and associated credits reflected in the accompanying condensed consolidated statement of operations:

 
  Three months ended   Six months ended  
 
  March 31,
2010
  March 31,
2009
  March 31,
2010
  March 31,
2009
 

Base management fee(1)

  $ 739   $ 484   $ 1,459   $ 917  

Credit for fees received by Adviser from the portfolio companies

        (80 )       (85 )

Fee reduction for the voluntary, irrevocable waiver of 2.0% fee on senior syndicated loans to 0.5% per annum(2)

    (6 )   (97 )   (13 )   (203 )
                   
 

Net base management fee

  $ 733   $ 307   $ 1,446   $ 629  
                   

Incentive fee

  $ 1,072   $ 1,089   $ 1,447   $ 2,265  

Credit from voluntary, irrevocable waiver issued by Adviser's board of directors

        (1,089 )   (22 )   (2,265 )
                   
 

Net incentive fee

  $ 1,072   $   $ 1,425   $  
                   

Credit for fees received by Adviser from the portfolio companies

  $   $ (80 ) $   $ (85 )

Fee reduction for the voluntary, irrevocable waiver of 2% fee on senior syndicated loans to 0.5% per annum

    (6 )   (97 )   (13 )   (203 )

Incentive fee credit

        (1,089 )   (22 )   (2,265 )
                   
 

Credit to base management and incentive fees from Adviser

  $ (6 ) $ (1,266 ) $ (35 ) $ (2,553 )
                   

(1)
Base management fee is net of loan servicing fees per the terms of the Advisory Agreement.

(2)
The board of our Adviser voluntarily, irrevocably and unconditionally waived, for the three and six months ended March 31, 2010 and 2009, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations. Fees waived cannot be recouped by the Adviser in the future.

S-99


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 4. RELATED PARTY TRANSACTIONS (Continued)

        Overall, the base management fee due to the Adviser cannot exceed 2% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year. Amounts included in Due to Adviser in the accompanying condensed consolidated statements of assets and liabilities were as follows:

 
  March 31,
2010
  September 30,
2009
 

Unpaid base management fee to Adviser

  $ 733   $ 617  

Unpaid incentive fee to Adviser

    1,425      

Unpaid loan servicing fees to Adviser

    207     217  
           
 

Total Due to Adviser

  $ 2,365   $ 834  
           

        As of March 31, 2010 and September 30, 2009, Due from Adviser totaled $0 and $69, respectively, which included reimbursements for non-recurring costs incurred on behalf of the portfolio companies.

Loan Servicing and Portfolio Company Fees

        The Adviser also services the loans held by Business Loan, in return for which it receives a 1.5% annual fee based on the monthly aggregate outstanding balance of the loans pledged under the Company's line of credit. Since the Company owns these loans, all loan servicing fees paid to the Adviser have been and continue to be treated as reductions directly against the 2% base management fee under the Advisory Agreement. For the three and six months ended March 31, 2010 and 2009, these loan servicing fees totaled $852 and $1,781, and $1,526 and $3,149, respectively, all of which were deducted against the 2% base management fee in order to derive the base management fee, which is presented as the line item Base management fee in the accompanying condensed consolidated statements of operations. As of March 31, 2010 and September 30, 2009, the Company owed $207 and $217, respectively, of unpaid loan servicing fees to the Adviser, which are recorded in Fees due to Adviser in the accompanying condensed consolidated statements of assets and liabilities.

Administration Agreement

        On October 1, 2006, the Company entered into an administration agreement (the "Administration Agreement") with Gladstone Administration, LLC (the "Administrator"), an affiliate of the Adviser. Under the Administration Agreement, the Company pays separately for administrative services. The Administration Agreement provides for payments equal to the Company's allocable portion of the Administrator's overhead expenses in performing its obligations under the Administration Agreement, including, but not limited to, rent for employees of the Administrator, and the allocable portion of salaries and benefits expenses of the Company's chief financial officer, chief compliance officer, internal counsel, treasurer and their respective staffs. For the three and six months ended March 31, 2010 and 2009, the Company recorded administration fees of $176 and $354, and $211 and $438, respectively. As of March 31, 2010 and September 30, 2009, the Company owed $176 and $216, respectively, of unpaid

S-100


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 4. RELATED PARTY TRANSACTIONS (Continued)


administration fees to the Adviser, which is recorded in the Fee due to Administrator in the accompanying condensed consolidated statements of assets and liabilities.

NOTE 5. LINE OF CREDIT

        On March 15, 2010, the Company, through Business Loan, entered into a fourth amended and restated credit agreement which currently provides for a $127,000 revolving line of credit arranged by Key Equipment Finance Inc. as administrative agent (the "Credit Facility"). Branch Banking and Trust Company ("BB&T") and ING Capital LLC ("ING") also joined the Credit Facility as committed lenders. Subject to certain terms and conditions, the Credit Facility may be expanded up to $202,000 through the addition of other committed lenders to the facility. Advances under the Credit Facility will generally bear interest at the 30-day LIBOR (subject to a minimum rate of 2%), plus 4.5% per annum, with a commitment fee of 0.5% per annum on undrawn amounts. As of March 31, 2010, there was a cost basis of approximately $53,000 of borrowings outstanding under the Credit Facility at an average interest rate of 6.5%. Available borrowings are subject to various constraints imposed under the Credit Facility, based on the aggregate loan balance pledged by Business Loan. Interest is payable monthly during the term of the Credit Facility. The Credit Facility matures on March 15, 2012, and, if the facility is not renewed or extended by this date, all principal and interest will be due and payable on March 15, 2013. In addition, if the Credit Facility is not renewed on or before March 15, 2012, the Company will be required to use all principal collections from its loans to pay outstanding principal on the Credit Facility.

        The Credit Facility contains covenants that require Business Loan to maintain its status as a separate entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to the Company's credit and collection policies. The facility requires a minimum of 20 obligors in the borrowing base and also limits payments of distributions. As of March 31, 2010, Business Loan had 23 obligors and the Company was in compliance with all of the facility covenants.

        The Company applied ASC 825, "Financial Instruments," specifically for the Credit Facility, which was consistent with its application of ASC 820 to its investments. ASC 825 requires that the Company apply a fair value methodology to the Credit Facility. The Company estimated the fair value of the Credit Facility using estimates of value provided by an independent third party and its own assumptions in the absence of observable market data, including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. The Company also considered its own credit risk. Since the Credit Facility was entered into during the three months ended March 31, 2010, the cost basis of the Credit Facility of $53,000 was determined to be the best approximation of fair value as of March 31, 2010. The following table presents the Credit Facility carried at fair value as

S-101


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 5. LINE OF CREDIT (Continued)


of March 31, 2010 and September 30, 2009, by caption on the accompanying consolidated statements of assets and liabilities for each of the three levels of hierarchy established by ASC 820-10:

 
  As of March 31, 2010  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statement of
Assets and Liabilities
 

Borrowings under Line of Credit

  $   $   $ 53,000   $ 53,000  
                   
 

Total

  $   $   $ 53,000   $ 53,000  
                   

 

 
  As of September 30, 2009  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statement of
Assets and Liabilities
 

Borrowings under Line of Credit

  $   $   $ 83,350   $ 83,350  
                   
 

Total

  $   $   $ 83,350   $ 83,350  
                   

Changes in Level 3 Fair Value Measurements

        The following table provides a roll-forward in the changes in fair value during the three-month period from December 31, 2009 to March 31, 2010 and the six month period from September 30, 2009 to March 31, 2010, for the Credit Facility for which the Company determines fair value using unobservable (Level 3) factors. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated by external sources). Accordingly, the losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

S-102


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 5. LINE OF CREDIT (Continued)

Fair value measurements using unobservable data inputs (Level 3)

 
  Borrowings
under line
of credit
 

Three months ended March 31, 2010:

       

Fair value at December 31, 2009

  $ 73,531  
 

Unrealized depreciation(a)

    (131 )
 

Borrowings

    2,600  
 

Repayments

    (23,000 )
 

Transfers into/out of Level 3

     
       

Fair value as of March 31, 2010

  $ 53,000  
       

Six months ended March 31, 2010:

       

Fair value at September 30, 2009

  $ 83,350  
 

Unrealized depreciation(a)

    (350 )
 

Borrowings

    5,500  
 

Repayments

    (35,500 )
 

Transfers into/out of Level 3

     
       

Fair value as of March 31, 2010

  $ 53,000  
       

(a)
Included in unrealized depreciation on borrowings under line of credit on the accompanying condensed consolidated statements of operations for the three and six months ended March 31, 2010.

NOTE 6. COMMON STOCK TRANSACTIONS

        On October 20, 2009, the Company filed a registration statement on Form N-2 with the SEC that was amended on December 9, 2009. The SEC declared the registration statement effective on January 28, 2010 and such registration statement will permit the Company to issue, through one or more transactions, up to an aggregate of $300,000 in securities, consisting of common stock, senior common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock, or a combination of these securities.

S-103


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 6. COMMON STOCK TRANSACTIONS (Continued)

        Transactions in common stock were as follows:

 
  Shares   Total Value  

Balance at September 30, 2009

    21,087,574   $ 328,224  

Conversion of recourse to non-recourse loans(1)

        (420 )

Retirement of employee loan shares(2)

    (48,332 )    

Shelf offering costs

        (74 )
           

Balance at March 31, 2010

    21,039,242   $ 327,730  
           

(1)
During the three months ended March 31, 2010, the employee stock option loans of two former employees of the Adviser were converted from recourse to non-recourse loans. The conversions were non-cash transactions and were accounted for as repurchases of the shares previously received by the employees of the Adviser upon exercise of the stock options in exchange for the non-recourse notes. The repurchases were accounted for as treasury stock transactions at the fair value of the shares, which totaled $420.

(2)
During the three months ended March 31, 2010, subsequent to the conversion of the stock option loans of two former employees of the Adviser from recourse to non-recourse, the loans came due when the underlying market value for the collateral reached the outstanding loan amount. As such, and consistent with the loan agreements, the shares pledged as collateral were retired in March 2010. Since these shares were already accounted for during the conversion to non-recourse above, these became non-cash events that did not require journal entries to the financial statements. However, they resulted in a reduction of the number of shares of common stock outstanding.

        The following table is a summary of all outstanding notes issued to employees of the Adviser for the exercise of stock options:

Issue Date
  Number of
Options
Exercised
  Strike Price of
Options
Exercised
  Amount of
Promissory Note
Issued to Employees
  Outstanding
Balance of
Employee Loans
at 3/31/10
  Maturity
Date
  Interest
Rate
on Note
 

Aug-01

    93,334   $ 15.00   $ 1,400   $ 1,400   Aug-10     4.90 %

Aug-01

    18,334     15.00     275     255   Aug-10     4.90 %

Sep-04

    13,332     15.00     200     198   Sep-13     5.00 %

Aug-01

    393,334     15.00     5,900     5,900   Aug-10     4.90 %

Aug-01

    18,334     15.00     275     275   Aug-10     4.90 %

Jul-06

    13,332     15.00     200     200   Jul-15     8.26 %

Jul-06

    18,334     15.00     275     275   Jul-15     8.26 %
                               

    568,334         $ 8,525   $ 8,503            
                               

S-104


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 6. COMMON STOCK TRANSACTIONS (Continued)

        In accordance with ASC 505-10-45-2, "Equity," receivables from employees for the issuance of capital stock to employees prior to the receipt of cash payment should be reflected in the balance sheet as a reduction to stockholders' equity. Therefore, these recourse notes were recorded as loans to employees and are included in the equity section of the accompanying condensed consolidated statements of assets and liabilities. As of March 31, 2010, the Company determined that these notes were still recourse.

NOTE 7. NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE

        The following table sets forth the computation of basic and diluted net increase in net assets resulting from operations per common share for the three and six months ended March 31, 2010 and 2009:

 
  Three months ended March 31,   Six months ended March 31,  
 
  2010   2009   2010   2009  

Numerator for basic and diluted net increase in net assets resulting from operations per share

  $ 7,980   $ 10,280   $ 14,306   $ 1,178  

Denominator for basic and diluted shares

    21,075,445     21,087,574     21,081,576     21,087,574  
                   

Basic and diluted net increase in net assets resulting from operations per common share

  $ 0.38   $ 0.48   $ 0.68   $ 0.05  
                   

S-105


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 8. DISTRIBUTIONS

        The following table lists the per share distributions paid for the six months ended March 31, 2010 and 2009:

Fiscal Year
  Record Date   Payment Date   Distribution
per Share
 

2010

  October 22, 2009   October 30, 2009   $ 0.07  

  November 19, 2009   November 30, 2009   $ 0.07  

  December 22, 2009   December 31, 2009   $ 0.07  

  January 21, 2010   January 29, 2010   $ 0.07  

  February 18, 2010   February 26, 2010   $ 0.07  

  March 23, 2010   March 31, 2010   $ 0.07  
               

      Total   $ 0.42  
               

2009

  October 23, 2008   October 31, 2008   $ 0.14  

  November 19, 2008   November 28, 2008   $ 0.14  

  December 22, 2008   December 31, 2008   $ 0.14  

  January 22, 2009   January 31, 2009   $ 0.14  

  February 19, 2009   February 27, 2009   $ 0.14  

  March 23, 2009   March 30, 2009   $ 0.14  
               

      Total   $ 0.84  
               

        Aggregate distributions declared and paid for the six months ended March 31, 2010 and 2009 were approximately $8,853 and $17,714, respectively. All distributions were declared based on estimates of net investment income for the respective fiscal years, and some of the distributions include a return of capital.

        The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from GAAP. These differences primarily relate to items recognized as income for financial statement purposes and realized gains for tax purposes. As a result, net investment income and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Company may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Company.

NOTE 9. COMMITMENTS AND CONTINGENCIES

        As of March 31, 2010, the Company was not party to any signed term sheets for potential investments.

        In July 2009, the Company executed a guaranty of a line of credit agreement between Comerica Bank and Defiance Integrated Technologies, Inc., one of its Control investments. If Defiance has a payment default, the guaranty is callable once the bank has reduced its claim by using commercial

S-106


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

MARCH 31, 2010

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 9. COMMITMENTS AND CONTINGENCIES (Continued)


reasonable efforts to collect through disposition of the Defiance collateral. The guaranty is limited to $250 plus interest on that amount accrued from the date demand payment is made under the guaranty, and all costs incurred by the bank in its collection efforts. As of March 31, 2010, the Company has not been required to make any payments on the guaranty of the line of credit agreement and the Company considers the credit risk to be remote. The Company reports off-balance sheet guarantees on its condensed consolidated schedule of investments, as required by the 1940 Act.

NOTE 10. SUBSEQUENT EVENTS

Distributions

        In April 2010, the Company's Board of Directors declared the following monthly cash distributions:

Record Date
  Payment Date   Distribution
per Share
 

April 22, 2010

  April 30, 2010   $ 0.07  

May 20, 2010

  May 28, 2010   $ 0.07  

June 22, 2010

  June 30, 2010   $ 0.07  

Investment Activity

        Subsequent to March 31, 2010, the Company extended approximately $1,200 of revolver draws and additional investments to existing portfolio companies. In addition, the Company extended $400 in a new investment, FedCap Partners, LLC, which is a fund that invests in government contractors. The Company's investment commitment in FedCap Partners is the lesser of $2,000 or 10% of the fund's aggregate investor commitments. The Company also received approximately $14,994 from scheduled and unscheduled loan repayments and a loan payoff. This included a $13,590 payoff from VantaCore.

S-107


Table of Contents

PROSPECTUS

GRAPHIC

$300,000,000

COMMON STOCK
SENIOR COMMON STOCK
PREFERRED STOCK
SUBSCRIPTION RIGHTS
WARRANTS
DEBT SECURITIES

        We may offer, from time to time, up to $300,000,000 aggregate initial offering price of our common stock, $0.001 par value per share, senior common stock, $0.001 par value per share, preferred stock, $0.001 par value per share, subscription rights, warrants representing rights to purchase shares of our common stock, or debt securities, or a combination of these securities, which we refer to in this prospectus collectively as our Securities, in one or more offerings. The Securities may be offered at prices and on terms to be disclosed in one or more supplements to this prospectus. In the case of our common stock and warrants or rights to acquire such common stock hereunder, the offering price per share of our common stock by us, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering except (i) in connection with a rights offering to our existing stockholders, (ii) with the consent of the majority of our common stockholders, or (iii) under such other circumstances as the Securities and Exchange Commission may permit. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our Securities.

        Our Securities may be offered directly to one or more purchasers, including existing stockholders in a rights offering, through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to the offering will identify any agents or underwriters involved in the sale of our Securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution." We may not sell any of our Securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of such Securities. Our common stock is traded on The Nasdaq Global Select Market under the symbol "GLAD." As of January 27, 2010, the last reported sales price for our common stock was $7.24.

        This prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference. Additional information about us, including our annual, quarterly and current reports, has been filed with the Securities and Exchange Commission. This information is available free of charge on our corporate website located at http://www.gladstonecapital.com. See "Additional Information." This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

        An investment in our Securities involves certain risks, including, among other things, risks relating to investments in securities of small, private and developing businesses. We describe some of these risks in the section entitled "Risk Factors," which begins on page 9. Shares of closed-end investment companies frequently trade at a discount to their net asset value and this may increase the risk of loss to purchasers of our Securities. You should carefully consider these risks together with all of the other information contained in this prospectus and any prospectus supplement before making a decision to purchase our Securities.

        The Securities being offered have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

January 28, 2010


Table of Contents


TABLE OF CONTENTS

 
  Page

Prospectus Summary

  1

Additional Information

  8

Risk Factors

  9

Special Note Regarding Forward-Looking Statements

  25

Use of Proceeds

  26

Price Range of Common Stock and Distributions

  26

Consolidated Selected Financial Data

  28

Management's Discussion and Analysis of Financial Condition and Results of Operations

  29

Sales of Common Stock Below Net Asset Value

  64

Business

  70

Portfolio Companies

  84

Management

  90

Control Persons and Principal Stockholders

  105

Dividend Reinvestment Plan

  106

Material U.S. Federal Income Tax Considerations

  107

Regulation as a Business Development Company

  110

Description of Our Securities

  112

Certain Provisions of Maryland Law and of Our Articles of Incorporation and Bylaws

  116

Share Repurchases

  118

Plan of Distribution

  119

Custodian, Transfer and Dividend Paying Agent and Registrar

  120

Brokerage Allocation and Other Practices

  120

Legal Matters

  121

Experts

  121

Financial Statements

  F-1

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus or any accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement as if we had authorized it. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in this prospectus and any prospectus supplement is accurate as of the dates on their respective covers only. Our business, financial condition, results of operations and prospects may have changed since such dates.


Table of Contents


PROSPECTUS SUMMARY

        The following summary contains basic information about this offering. It likely does not contain all the information that is important to an investor. For a more complete understanding of this offering, we encourage you to read this entire document and the documents to which we have referred. Except where the context suggests otherwise, the terms "we," "us," "our," the "Company" and "Gladstone Capital" refer to Gladstone Capital Corporation; "Adviser" refers to Gladstone Management Corporation; "Administrator" refers to Gladstone Administration, LLC; "Gladstone Commercial" refers to Gladstone Commercial Corporation, "Gladstone Investment" refers to Gladstone Investment Corporation; and "Gladstone Companies" refers to our Adviser and its affiliated companies.


GLADSTONE CAPITAL CORPORATION

General

        We were incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. Our investment objective is 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 substantially owned by leveraged buyout funds or individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, we may acquire from others existing loans that meet this profile. We also seek to provide our stockholders with long-term capital growth through 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 we have elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, which we refer to as the 1940 Act. In addition, for tax purposes we have elected to be treated as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, which we refer to as the Code.

        We seek to invest in small and medium-sized private U.S. businesses that meet certain criteria, including some but not necessarily all of the following: the potential for growth in cash flow, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, profitable operations based on the borrower's cash flow, reasonable capitalization of the borrower (usually by leveraged buyout funds or venture capital funds) and the potential to realize appreciation and gain liquidity in our equity positions, if any. We anticipate that liquidity in our equity position will be achieved 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 repurchase our warrants, though there can be no assurance that we will always have these rights. We seek to lend to borrowers that need funds to finance growth, restructure their balance sheets or effect a change of control. Our loans typically range from $5 million to $20 million, although this investment size may vary proportionately as the size of our capital base changes, generally mature in no more than seven years and accrue interest at a fixed or variable rate that exceeds the prime rate.

Our Investment Adviser and Administrator

        Our Adviser is our affiliate and investment adviser and is led by a management team which has extensive experience in our lines of business. Excluding our chief financial officer, all of our executive officers serve as either directors or executive officers, or both, of Gladstone Commercial, a publicly traded real estate investment trust; Gladstone Investment, a publicly traded business development company; our Adviser; and our Administrator, a wholly-owned subsidiary of our Adviser. Our Administrator employs our chief financial officer, chief compliance officer, internal counsel, controller, treasurer and their respective staffs.

        Our Adviser and our Administrator also provide investment advisory and administrative services, respectively, to our affiliates Gladstone Commercial, Gladstone Investment and Gladstone Land

1


Table of Contents

Corporation, an agricultural real estate company owned by our chairman and chief executive officer, David Gladstone. In the future, our Adviser may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.

        We have been externally managed by our Adviser pursuant to a contractual investment advisory arrangement since October 1, 2004. Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Our Adviser is headquartered in McLean, Virginia, a suburb of Washington D.C., and our Adviser also has offices in New York, New Jersey, Illinois, Texas and Georgia.

Our Investment Strategy

        We seek 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 substantially owned by leveraged buyout funds or individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, we may acquire from others existing loans that meet this profile. 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. We seek to invest primarily in three categories of debt of private companies:

2


Table of Contents


THE OFFERING

        We may offer, from time to time, up to $300,000,000 of our Securities, on terms to be determined at the time of the offering. Our Securities may be offered at prices and on terms to be disclosed in one or more prospectus supplements. In the case of offering of our common stock and warrants or rights to acquire such common stock hereunder in any offering, the offering price per share, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering except (i) in connection with a rights offering to our existing stockholders, (ii) with the consent of the majority of our common stockholders, or (iii) under such other circumstances as the Securities and Exchange Commission may permit. If we were to sell shares of our common stock below our then current net asset value per share, such sales would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in a stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance.

        Our Securities may be offered directly to one or more purchasers, including existing stockholders in a rights offering, by us or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to the offering will disclose the terms of the offering, including the name or names of any agents or underwriters involved in the sale of our Securities by us, the purchase price, and any fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution." We may not sell any of our Securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our Securities.

        Set forth below is additional information regarding the offering of our Securities:

The Nasdaq Global Select Market Symbol

  GLAD

Use of Proceeds

 

Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our Securities first to pay down existing short-term debt, then to make investments in small and mid-sized companies in accordance with our investment objective, with any remaining proceeds to be used for other general corporate purposes. See "Use of Proceeds."

Dividends and Distributions

 

We have paid monthly dividends to the holders of our common stock and generally intend to continue to do so. The amount of the monthly dividends is determined by our Board of Directors on a quarterly basis and is based on our estimate of our annual investment company taxable income and net short-term taxable capital gains, if any. See "Price Range of Common Stock and Distributions." Certain additional amounts may be deemed as distributed to stockholders for income tax purposes. Other types of securities we might offer will likely pay distributions in accordance with their terms.

3


Table of Contents

Taxation

 

We intend to continue to elect to be treated for federal income tax purposes as a RIC. So long as we continue to qualify, we generally will pay no corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our taxable ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of assets legally available for distribution. See "Material U.S. Federal Income Tax Considerations."

Trading at a Discount

 

Shares of closed-end investment companies frequently trade at a discount to their net asset value. The possibility that our shares may trade at a discount to our net asset value is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our shares will trade above, at or below net asset value, although during the past year, our common stock has traded consistently, and at times significantly, below net asset value.

Certain Anti-Takeover Provisions

 

Our Board of Directors is divided into three classes of directors serving staggered three-year terms. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A staggered board of directors also may serve to deter hostile takeovers or proxy contests, as may certain provisions of Maryland law and other measures we have adopted. See "Certain Provisions of Maryland Law and of Our Articles of Incorporation and Bylaws."

Dividend Reinvestment Plan

 

We have a dividend reinvestment plan for our stockholders. This is an "opt in" dividend reinvestment plan, meaning that stockholders may elect to have their cash dividends automatically reinvested in additional shares of our common stock. Stockholders who do not so elect will receive their dividends in cash. Stockholders who receive distributions in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. See "Dividend Reinvestment Plan."

Management Arrangements

 

Gladstone Management Corporation serves as our investment adviser, and Gladstone Administration, LLC serves as our administrator. For a description of our Adviser, our Administrator, the Gladstone Companies and our contractual arrangements with these companies, see "Management—Certain Transactions—Investment Advisory and Management Agreement," "Management—Certain Transactions—Administration Agreement" and "Management—Certain Transactions—Loan Servicing Agreement."

4


Table of Contents


FEES AND EXPENSES

        The following table is intended to assist you in understanding the costs and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by "us" or "Gladstone Capital," or that "we" will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Gladstone Capital. The following percentages were calculated based on actual expenses incurred in the quarter ended September 30, 2009 and net assets as of September 30, 2009.

Stockholder Transaction Expenses:

       

Sales load (as a percentage of offering price)

    %

Dividend reinvestment plan expenses(1)

    None  

Estimated annual expenses (as a percentage of net assets attributable to common stock):

       

Management fees(2)

    2.72 %

Incentive fees payable under investment advisory and management agreement (20% of realized capital gains and 20% of pre-incentive fee net investment income)(3)

    %

Interest payments on borrowed funds(4)

    3.52 %

Other expenses(5)

    2.01 %

Total annual expenses (estimated)(2)(3)(5)

    8.25 %

(1)
The expenses of the reinvestment plan are included in stock record expenses, a component of "Other expenses." We do not have a cash purchase plan. The participants in the dividend reinvestment plan will bear a pro rata share of brokerage commissions incurred with respect to open market purchases, if any. See "Dividend Reinvestment Plan" for information on the dividend reinvestment plan.

(2)
Our annual base management fee is 2.0% (0.5% quarterly) of our average gross assets, which are defined as total assets of Gladstone Capital, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings. For the three months ended September 30, 2009, our Adviser voluntarily agreed to waive the annual base management fee of 2.0% to 0.5% for those senior syndicated loan participations that we purchase using borrowings from our credit facility. Although there can be no guarantee that our Adviser will continue to waive any portion of the fees due under the Advisory Agreement, on an annual basis after giving effect to this waiver, the estimated management fees as a percentage of net assets attributable to common stock were 2.71% and the total estimated annual expenses as a percentage of net assets attributable to common stock were 8.24%. See "Management—Certain Transactions—Investment Advisory and Management Agreement" and footnote 3 below.

(3)
The incentive fee consists of two parts: an income-based fee and a capital gains-based fee. The income-based fee is payable quarterly in arrears, and equals 20% of the excess, if any, of our pre-incentive fee net investment income that exceeds a 1.75% quarterly (7% annualized) hurdle rate of our net assets, subject to a "catch-up" provision measured as of the end of each calendar quarter. The "catch-up" provision requires us to pay 100% of our pre-incentive fee net investment income with respect to that portion of such income, if any, that exceeds the hurdle rate but is less than 125% of the quarterly hurdle rate (or 2.1875%) in any calendar quarter (8.75% annualized). The catch-up provision is meant to provide our Adviser with 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply when our pre-incentive fee net investment income exceeds 125% of the quarterly hurdle rate in any calendar quarter (8.75% annualized). The income-based incentive fee is computed and paid on income that may include interest that is accrued but not yet received in cash. Our pre-incentive fee net investment income used to calculate this part of the income-based incentive fee is also included in the amount of our gross

5


Table of Contents

(4)
We entered into a revolving credit facility, effective May 15, 2009, under which our borrowing capacity is $102 million. We have drawn down on this credit facility and we expect to borrow additional funds in the future up to an amount so that our asset coverage, as defined in the 1940 Act, is at least 200% after each issuance of our senior securities. Assuming that we borrowed $102 million at an interest rate of 3.34% plus an additional fee related to borrowings of 4.0%, for an aggregate rate of 7.34%, interest payments on borrowed funds would have been 3.0% of our net assets as of September 30, 2009.

(5)
Includes our overhead expenses, including payments under the administration agreement based on our projected allocable portion of overhead and other expenses incurred by our Administrator in performing its obligations under the administration agreement. See "Management—Certain Transactions—Administration Agreement."

Example

        The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our Securities. In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above. In the event that securities to which this prospectus

6


Table of Contents


related are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.

 
  1 Year   3 Years   5 Years   10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return

  $ 81   $ 236   $ 380   $ 703  

        While the example assumes, as required by the Securities and Exchange Commission, which we refer to as the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Additionally, we have assumed that the entire amount of such 5% annual return would constitute ordinary income as we have not historically realized positive capital gains (computed net of all realized capital losses) on our investments. Because the assumed 5% annual return is significantly below the hurdle rate of 7% (annualized) that we must achieve under the investment advisory and management agreement to trigger the payment of an income-based incentive fee, we have assumed, for purposes of the above example, that no income-based incentive fee would be payable if we realized a 5% annual return on our investments. Additionally, because the capital gains-based incentive fee is calculated on a cumulative basis (computed net of all realized capital losses and unrealized capital depreciation) and because of the significant capital losses realized to date, we have assumed that we will not trigger the payment of any capital gains-based incentive fee in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors after such expenses, would be higher than reflected in the example. The expenses you would pay, based on a $1,000 investment and assuming a 5% annual return resulting entirely from net realized capital gains (disregarding for purposes of this example all net historical realized losses and aggregate unrealized depreciation) (and therefore subject to the capital gains-based incentive fee), and otherwise making the same assumptions in the example above, would be: 1 year, $91; 3 years, $245; 5 years, $389; and 10 years, $710. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See "Dividend Reinvestment Plan" for additional information regarding our dividend reinvestment plan.

        This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, incentive fees, if any, and other expenses) may be greater or less than those shown.

7


Table of Contents


ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form N-2 under the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the Securities offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or exhibits and schedules thereto. For further information with respect to our business and our Securities, reference is made to the registration statement, including the amendments, exhibits and schedules thereto.

        We also file reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Such reports, proxy statements and other information, as well as the registration statement and the amendments, exhibits and schedules thereto, can be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information about the operation of the public reference facilities may be obtained by calling the SEC at 1-202-551-8090. The SEC maintains a website that contains reports, proxy statements and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC's website is http://www.sec.gov. Copies of such material may also be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Our common stock is listed on The Nasdaq Global Select Market and our corporate website is located at http://www.gladstonecapital.com. The information contained on, or accessible through, our website is not a part of this prospectus.

        We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

        We also furnish to our stockholders annual reports, which include annual financial information that has been examined and reported on, with an opinion expressed, by our independent registered public accounting firm. See "Experts."

8


Table of Contents


RISK FACTORS

        You should carefully consider the risks described below and all other information provided and incorporated by reference in this prospectus (or any prospectus supplement) before making a decision to purchase our Securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our Securities could decline, and you may lose all or part of your investment.

Risks Related to the Economy

The current state of the economy and the capital markets increases the possibility of adverse effects on our financial position and results of operations. Continued economic adversity could impair our portfolio companies' financial positions and operating results and affect the industries in which we invest, which could, in turn, harm our operating results. Continued adversity in the capital markets could impact our ability to raise capital and reduce our volume of new investments.

        The United States is in a recession. The recession generally, and the disruptions in the capital markets in particular, have decreased liquidity and increased our cost of debt and equity capital, where available. The longer these conditions persist, the greater the probability that these factors could continue to increase our costs of, and significantly limit our access to, debt and equity capital and, thus, have an adverse effect on our operations and financial results. Many of the companies in which we have made or will make investments are also susceptible to the recession, which may affect the ability of one or more of our portfolio companies to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The recession could also disproportionately impact some of the industries in which we invest, causing us to be more vulnerable to losses in our portfolio, which could cause the number of our non-performing assets to increase and the fair market value of our portfolio to decrease. The recession may also decrease the value of collateral securing some of our loans as well as the value of our equity investments which would decrease our ability to borrow under our credit facility or raise equity capital, thereby further reducing our ability to make new investments.

        The recession has affected the availability of credit generally and we have seen the withdrawal of Deutsche Bank AG as a committed lender and a reduction in committed funding under our credit facility from $162.0 million to $102.0 million. Our current credit facility limits our distributions to stockholders and as a result we recently decreased our monthly cash distribution rate by 50% starting with the April 2009 distributions in an effort to more closely align our distributions to our net investment income. We do not know when market conditions will stabilize, if adverse conditions will intensify or the full extent to which the disruptions will continue to affect us. Also, it is possible that persistent instability of the financial markets could have other unforeseen material effects on our business.

We may experience fluctuations in our quarterly and annual results based on the impact of inflation in the United States.

        The majority of our portfolio companies are in industries that are directly impacted by inflation, such as consumer goods and services and manufacturing. Our portfolio companies may not be able to pass on to customers increases in their costs of operations which could greatly affect their operating results, impacting their ability to repay our loans. In addition, any projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

9


Table of Contents

Risks Related to Our External Management

We are dependent upon our key management personnel and the key management personnel of our Adviser, particularly David Gladstone, George Stelljes III and Terry Lee Brubaker, and on the continued operations of our Adviser, for our future success.

        We have no employees. Our chief executive officer, president and chief investment officer, chief operating officer and chief financial officer, and the employees of our Adviser, do not spend all of their time managing our activities and our investment portfolio. We are particularly dependent upon David Gladstone, George Stelljes III and Terry Lee Brubaker in this regard. Our executive officers and the employees of our Adviser allocate some, and in some cases a material portion, of their time to businesses and activities that are not related to our business. We have no separate facilities and are completely reliant on our Adviser, which has significant discretion as to the implementation and execution of our business strategies and risk management practices. We are subject to the risk of discontinuation of our Adviser's operations or termination of our existing advisory agreement with our Adviser, which we refer to as the Advisory Agreement, and the risk that, upon such event, no suitable replacement will be found. We believe that our success depends to a significant extent upon our Adviser and that discontinuation of its operations could have a material adverse effect on our ability to achieve our investment objective.

Our incentive fee may induce our Adviser to make certain investments, including speculative investments.

        The management compensation structure that has been implemented under the Advisory Agreement may cause our Adviser to invest in high risk investments or take other risks. In addition to its management fee, our Adviser is entitled under the Advisory Agreement to receive incentive compensation based in part upon our achievement of specified levels of income. In evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net income may lead our Adviser to place undue emphasis on the maximization of net income at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, or management of credit risk or market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our investment portfolio.

We may be obligated to pay our Adviser incentive compensation even if we incur a loss.

        The Advisory Agreement entitles our Adviser to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before deducting incentive compensation, net operating losses and certain other items) above a threshold return for that quarter. When calculating our incentive compensation, our pre-incentive fee net investment income excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay our Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter. For additional information on incentive compensation under the Advisory Agreement with our Adviser, see "Business—Investment Advisory and Management Agreement."

Our Adviser's failure to identify and invest in securities that meet our investment criteria or perform its responsibilities under the Advisory Agreement may adversely affect our ability for future growth.

        Our ability to achieve our investment objective will depend on our ability to grow, which in turn will depend on our Adviser's ability to identify and invest in securities that meet our investment criteria. Accomplishing this result on a cost-effective basis will be largely a function of our Adviser's structuring of the investment process, its ability to provide competent and efficient services to us, and

10


Table of Contents


our access to financing on acceptable terms. The senior management team of our Adviser has substantial responsibilities under the Advisory Agreement. In order to grow, our Adviser will need to hire, train supervise and manage new employees successfully. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

There are significant potential conflicts of interest which could impact our investment returns.

        Our executive officers and directors, and the officers and directors of our Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. 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. For example, Mr. Gladstone, our chairman and chief executive officer, is the chairman of the board and chief executive officer of our Adviser, Gladstone Investment and Gladstone Commercial. In addition, Mr. Brubaker, our vice chairman, chief operating officer and secretary is the vice chairman, chief operating officer and secretary of our Adviser, Gladstone Investment and Gladstone Commercial. Mr. Stelljes, our president and chief investment officer, is also the president and chief investment officer of our Adviser and Gladstone Commercial and vice chairman and chief investment officer of Gladstone Investment. Moreover, our Adviser may establish or sponsor other investment vehicles which from time to time may have potentially overlapping investment objectives with those of ours and accordingly may invest in, whether principally or secondarily, asset classes similar to those we target. While our Adviser generally has broad authority to make investments on behalf of the investment vehicles that it advises, our Adviser has adopted investment allocation procedures to address these potential conflicts and intends to direct investment opportunities to the Gladstone affiliate with the investment strategy that most closely fits the investment opportunity. Nevertheless, the management of our Adviser may face conflicts in the allocation of investment opportunities to other entities managed by our Adviser. As a result, it is possible that we may not be given the opportunity to participate in certain investments made by other members of the Gladstone Companies or investment funds managed by investment managers affiliated with our Adviser.

        In certain circumstances, we may make investments in a portfolio company in which one of our affiliates has or will have an investment, subject to satisfaction of any regulatory restrictions and, where required, to the prior approval of our Board of Directors. As of September 30, 2009, our Board of Directors has approved the following types of co-investment transactions:

        Certain of our officers, who are also officers of our Adviser, may from time to time serve as directors of certain of our portfolio companies. If an officer serves in such capacity with one of our portfolio companies, such officer will owe fiduciary duties to all stockholders of the portfolio company, which duties may from time to time conflict with the interests of our stockholders.

        In the course of our investing activities, we will pay management and incentive fees to our Adviser and will reimburse our Administrator for certain expenses it incurs. As a result, investors in our

11


Table of Contents


common stock will invest on a "gross" basis and receive distributions on a "net" basis after expenses, resulting in, among other things, a lower rate of return than one might achieve through our investors themselves making direct investments. As a result of this arrangement, there may be times when the management team of our Adviser has interests that differ from those of our stockholders, giving rise to a conflict.

Our Adviser is not obligated to provide a waiver of the base management fee, which could negatively impact our earnings and our ability to maintain our current level of distributions to our stockholders.

        The Advisory Agreement provides for a base management fee based on our gross assets. Since our 2008 fiscal year, our Board of Directors has accepted on a quarterly basis voluntary, unconditional and irrevocable waivers to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations, and any waived fees may not be recouped by our Adviser in the future. However, our Adviser is not required to issue these or other waivers of fees under the Advisory Agreement, and to the extent our investment portfolio grows in the future, we expect these fees will increase. If our Adviser does not issue these waivers in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of distributions to our stockholders, which could have a material adverse impact on our stock price.

Our business model is dependent upon developing and sustaining strong referral relationships with investment bankers, business brokers and other intermediaries.

        We are dependent upon informal relationships with investment bankers, business brokers and traditional lending institutions to provide us with deal flow. If we fail to maintain our relationship with such funds or institutions, 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.

Risks Related to Our External Financing

Committed funding has been reduced from $162 million under our prior facility to $102 million under the new facility. Any inability to expand the credit facility could adversely impact our liquidity and ability to find new investments or maintain distributions to our stockholders.

        On May 15, 2009 we, through our wholly-owned subsidiary Gladstone Business Loan, LLC, entered into a third amended and restated credit agreement providing for a revolving line of credit, which we refer to as the KEF Facility, arranged by Key Equipment Finance Inc., or KEF, as administrative agent. Branch Banking and Trust Company, or BB&T, also joined the KEF Facility as a committed lender. Committed funding under the KEF Facility was reduced from $162.0 million under our prior credit facility and Deutsche Bank AG, who was a committed lender under the prior facility, elected not to participate in the new facility and withdrew its commitment. The KEF Facility may be expanded up to $200.0 million through the addition of other committed lenders to the facility. However, if additional lenders are unwilling to join the facility on its terms, we will be unable to expand the facility and thus will continue to have limited availability to finance new investments under our line of credit. Furthermore, without the addition of other committed lenders, the KEF Facility provides a total commitment of $102.0 million through May 11, 2010 and $77.0 million thereafter. As of September 30, 2009, we had $44.0 million of availability to draw down borrowings under the KEF Facility.

        Subsequent to September 30, 2009, we reduced the size of the KEF Facility by $25.0 million from $127.0 million to $102.0 million. Under the KEF Facility the first $50.0 million of commitment reductions are applied against KEF's commitment. Therefore, the entire $25.0 million was subtracted from KEF's commitment, reducing it from $100.0 million to $75.0 million and leaving BB&T's

12


Table of Contents


commitment unchanged at $27.0 million. As a result of the manner in which our borrowing base is calculated under the KEF Facility, the reduction did not affect our borrowing capacity under the KEF Facility at the time of the reduction. The KEF Facility matures on May 14, 2010, and if the facility is not renewed or extended by this date, all principal and interest will be due and payable within one year of maturity. In addition, if the facility is not renewed, our lenders have the right to apply all principal and interest collections we receive to amounts outstanding under the KEF Facility.

        There can be no guarantee that we will be able to renew, extend or replace the KEF Facility upon its maturity on terms that are favorable to us, if at all. Our ability to expand the KEF Facility, and to obtain replacement financing at the time of maturity, will be constrained by then-current economic conditions affecting the credit markets. In the event that we are not able to expand the KEF Facility, or to renew, extend or refinance the KEF Facility at the time of its maturity, this could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify as a RIC under the Code.

Our business plan is dependent upon external financing, which is constrained by the limitations of the 1940 Act.

        Our business requires a substantial amount of cash to operate and grow. We may acquire such additional capital from the following sources:

13


Table of Contents

A change in interest rates may adversely affect our profitability.

        We anticipate using a combination of equity and long-term and short-term borrowings to finance our investment activities. As a result, 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. Higher interest rates on our borrowings will decrease the overall return on our portfolio.

        Ultimately, we expect approximately 80% of the loans in our portfolio to be at variable rates determined on the basis of a London Interbank Offer Rate, or LIBOR, and approximately 20% to be at fixed rates. As of September 30, 2009, our portfolio had approximately 11% of the total loan cost value at variable rates without a floor or ceiling, approximately 83% of the total loan cost value at variable rates with floors, approximately 2% of the total loan cost value at variable rates with a floor and ceiling and approximately 4% of the total loan cost value at fixed rates.

In addition to regulatory limitations on our ability to raise capital, our credit facility contains various covenants which, if not complied with, could accelerate our repayment obligations under the facility, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.

        We will have a continuing need for capital to finance our loans. In order to maintain RIC status, we are 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 are party to the KEF Facility, which provides us with a revolving credit line facility of which $44.0 million was available for borrowings as of September 30, 2009. Subsequent to September 30, 2009, we reduced the size of the KEF Facility by $25.0 million from $127.0 million to $102.0 million. The KEF Facility permits us to fund additional loans and investments as long as we are within the conditions set out in the credit agreement. Current market conditions have forced us to write down the value of a portion of our assets as required by the 1940 Act and fair value accounting rules. While we have not yet sold these assets, and accordingly such amounts are reflected as unrealized losses on the accompanying financial statements, these losses constitute adjustment in asset values for purposes of financial reporting and for collateral value for the KEF Facility. As assets are marked down in value, the amount we can borrow on the KEF Facility decreases.

        As a result of the KEF Facility, we are subject to certain limitations on the type of loan investments we make, including restrictions on geographic concentrations, sector concentrations, loan size, dividend payout, payment frequency and status, and average life. The credit agreement also requires us to comply with other financial and operational covenants, which require us to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum net worth. As of September 30, 2009, we were in compliance with these covenants, however, our continued compliance with these covenants depends on many factors, some of which are beyond our control. In particular, depreciation in the valuation of our assets, which valuation is subject to changing market conditions that remain very volatile, affects our ability to comply with these covenants. During the year ended September 30, 2009, net unrealized appreciation on our investments was approximately $9.5 million, compared to $47.0 million unrealized depreciation during the prior fiscal year. Given the continued deterioration in the capital markets, the cumulative unrealized depreciation in our portfolio

14


Table of Contents


may increase in future periods and threaten our ability to comply with the covenants under the KEF Facility. Accordingly, there are no assurances that we will continue to comply with these covenants. Under the KEF Facility, we are also required to maintain our status as a BDC under the 1940 Act and as a RIC under the Code. Our failure to satisfy these covenants could result in foreclosure by our lenders, which would accelerate our repayment obligations under the facility and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.

Risks Related to Our Investments

We operate in a highly competitive market for investment opportunities.

        A large number of entities compete with us and make the types of investments that we seek to make in small and mid-sized companies. We compete with public and private buyout funds, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, hedge funds. 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, some of our competitors may have higher risk tolerances or different risk assessments, which would allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company. The competitive pressures we face could 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 we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective. We do not seek to compete based on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors' pricing, terms, and structure. However, if we match our competitors' pricing, terms, and structure, we may experience decreased net interest income and increased risk of credit loss.

Our investments in small and medium-sized portfolio companies are extremely risky and could cause you to lose all or a part of your investment.

        Investments in small and medium-sized portfolio companies are subject to a number of significant risks including the following:

15


Table of Contents

16


Table of Contents

Risk related to our investments

Because a large percentage of the loans we make and equity securities we receive when we make loans are not publicly traded, there is uncertainty regarding the value of our privately held securities that could adversely affect our determination of our net asset value.

        A large percentage of our portfolio investments are, and we expect will continue to be, in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. Our Board of Directors has established an investment valuation policy and consistently applies valuation procedures used to determine the fair value of these securities quarterly. These procedures for the determination of value of many of our debt securities rely on the opinions of value submitted to us by Standard & Poor's Loan Evaluation Service, Inc., or SPSE, the use of internally developed discounted cash flow, or DCF, methodologies, or internal methodologies based on the total enterprise value, or TEV, of the issuer used for certain of our equity investments. SPSE will only evaluate the debt portion of our investments for which we specifically request evaluation, and SPSE may decline to make requested evaluations for any reason in its sole discretion. However, to date, SPSE has accepted each of our requests for evaluation.

        Our use of these fair value methods is inherently subjective and is based on estimates and assumptions of each security. In the event that we are required to sell a security, we may ultimately sell for an amount materially less than the estimated fair value calculated by SPSE, TEV or the DCF methodology. We sold 13 of the 24 syndicated loans that were held in our portfolio of investments at March 31, 2009 to various investors in the syndicated loan market for an aggregate of $22.5 million in net proceeds. The loans had an aggregate cost value of approximately $30.4 million, or 7% of the cost value of our total investments, and an aggregate fair market value of approximately $22.5 million, or 6% of the fair market value of our total investments, at March 31, 2009.

        Our procedures also include provisions whereby our Adviser will establish the fair value of any equity securities we may hold where SPSE or third-party agent banks are unable to provide evaluations. The types of factors that may be considered in determining the fair value of our debt and equity securities include some or all of the following:

        Because such valuations, particularly valuations of private securities and private companies, are not susceptible to precise determination, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ from the values that might have actually resulted had a readily available market for these securities been available.

        A portion of our assets are, and will continue to be, comprised of equity securities that are valued based on internal assessment using our own valuation methods approved by our Board of Directors, without the input of SPSE or any other third-party evaluator. We believe that our equity valuation methods reflect those regularly used as standards by other professionals in our industry who value equity securities. However, determination of fair value for securities that are not publicly traded, whether or not we use the recommendations of an independent third-party evaluator, necessarily involves the exercise of subjective judgment. Our net asset value could be adversely affected if our

17


Table of Contents


determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

The lack of liquidity of our privately held investments may adversely affect our business.

        We will generally make investments in private companies whose securities are not traded in any public market. Substantially all of the investments we presently hold and the investments we expect to acquire in the future are, and will be, subject to legal and other restrictions on resale and will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises. This could cause us to miss important investment opportunities. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may record substantial realized losses upon liquidation. For example, as a result of the economic downturn, the availability of credit in the market became scarce, and we were forced to sell 13 of the 24 syndicated loans that were held in our portfolio of investments at March 31, 2009 in order to repay amounts outstanding under our prior credit facility. These loans, in aggregate, had a cost value of approximately $30.4 million, or 7% of the cost value of our total investments, and an aggregate fair market value of approximately $22.5 million, or 6% of the fair market value of our total investments, at March 31, 2009. Since then, we have sold additional syndicated loans and incurred a net realized loss of $26.4 million for the fiscal year ended September 30, 2009. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, our Adviser, or our respective officers, employees or affiliates have material non-public information regarding such portfolio company.

        Due to the uncertainty inherent in valuing these securities, our determinations of fair value may differ materially from the values that could be obtained 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 upon our disposal of such securities.

Our financial results could be negatively affected if a significant portfolio investment fails to perform as expected.

        Our total investment in companies may be significant individually or in the aggregate. As a result, if a significant investment in one or more companies fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies.

When we are a debt or minority equity investor in a portfolio company, which we expect will generally be the case, we may not be in a position to control the entity, and its management may make decisions that could decrease the value of our investment.

        We anticipate that most of our investments will continue to be either debt or minority equity investments in our portfolio companies. Therefore, we are and will remain subject to risk that a portfolio company may make business decisions with which we disagree, and the shareholders and management of such company may take risks or otherwise act in ways that do not serve our best interests. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings. In addition, we will generally not be in a position to control any portfolio company by investing in its debt securities.

18


Table of Contents

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

        We invest primarily in debt securities issued by our portfolio companies. In some cases portfolio companies will be permitted to have other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders thereof are entitled to receive payment of interest and principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company.

Prepayments of our investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

        In addition to risks associated with delays in investing our capital, we are also subject to the risk that investments that we make in our portfolio companies may be repaid prior to maturity. For the year ended September 30, 2009, we received principal payments prior to maturity of $25.2 million. We will first use any proceeds from prepayments to repay any borrowings outstanding on our credit facility. In the event that funds remain after repayment of our outstanding borrowings, then we will generally reinvest these proceeds in government securities, pending their future investment in new debt and/or equity securities. These government securities will typically have substantially lower yields than the debt securities being prepaid and we could experience significant delays in reinvesting these amounts. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elects to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.

Higher taxation of our portfolio companies may impact our quarterly and annual operating results.

        The recession's adverse effect on federal, state, and municipality revenues may induce these government entities to raise various taxes to make up for lost revenues. Additional taxation may have an adverse affect on our portfolio companies' earnings and reduce their ability to repay our loans to them, thus affecting our quarterly and annual operating results.

Our portfolio is 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.

        As of September 30, 2009 we had loans outstanding to 48 portfolio companies. 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 write-down of any one investment. Beyond our regulatory and income tax diversification requirements, we do not have fixed guidelines for industry concentration 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 of September 30, 2009, 18.1% of our total assets were invested in healthcare, education and childcare companies, 13.5% were invested in broadcast companies, and 11.8% were invested in printing and publishing companies. As a result, a downturn in

19


Table of Contents


an industry in which we have invested a significant portion of our total assets could have a materially adverse effect on us.

Our investments are typically long term and will require several years to realize liquidation events.

        Since we generally make five to seven year term loans and hold our loans and related warrants or other equity positions until the loans mature, you should not expect realization events, if any, to occur over the near term. In addition, we expect that any warrants or other equity positions that we receive when we make loans may require several years to appreciate in value and we cannot give any assurance that such appreciation will occur.

We may not realize gains from our equity investments and other yield enhancements.

        When we make a subordinated loan, we may receive warrants to purchase stock issued by the borrower or other yield enhancements, such as success fees (conditional interest). 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 and other yield enhancements will offset any losses we experience on loan defaults. However, any warrants we receive may not appreciate in value and, in fact, may decline in value and any other yield enhancements, such as success fees, may not be realized. Accordingly, we may not be able to realize gains from our equity interests or other yield enhancements and any gains we do recognize may not be sufficient to offset losses we experience on our loan portfolio.

Any unrealized depreciation we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

        As a business development company we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by or under the direction of our Board of Directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Since our inception, we have at times incurred a cumulative net unrealized depreciation of our portfolio. Any unrealized depreciation in our investment portfolio could result in realized losses in the future and ultimately in reductions of our income available for distribution to stockholders in future periods.

Risks Related to Our Regulation and Structure

We will be subject to corporate level tax if we are unable to satisfy 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 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

20


Table of Contents


our net assets, the amount of income available for distribution, and the actual 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—Competitive Advantages—Leverage" and "Material U.S. Federal Income Tax Considerations—Regulated Investment Company Status."

Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and any failure by us to comply with laws or regulations governing our operations may adversely affect our business.

        We and our portfolio companies are subject to regulation by laws at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any change in these laws or regulations, or their interpretation, or any failure by us or our portfolio companies to comply with these laws or regulations may adversely affect our business. For additional information regarding the regulations to which we are subject, see "Material U.S. Federal Income Tax Considerations—Regulated Investment Company Status" and "Regulation as a Business Development Company."

We are subject to restrictions that may discourage a change of control. Certain provisions contained in our articles of incorporation and Maryland law may prohibit or restrict a change of control and adversely impact the price of our shares.

        Our Board of Directors is divided into three classes, with the term of the directors in each class expiring every third year. At each annual meeting of stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. After election, a director may only be removed by our stockholders for cause. Election of directors for staggered terms with limited rights to remove directors makes it more difficult for a hostile bidder to acquire control of us. The existence of this provision may negatively impact the price of our securities and may discourage third-party bids to acquire our securities. This provision may reduce any premiums paid to stockholders in a change in control transaction.

        Certain provisions of Maryland law applicable to us prohibit business combinations with:

        These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination with the interested stockholder must be recommended by our board of directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding shares of common stock and two-thirds of the votes entitled to be cast by holders of our common stock other than shares held by the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders' interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our Board of Directors prior to the time that someone becomes an interested stockholder.

        Our articles of incorporation permit our Board of Directors to issue up to 50,000,000 shares of capital stock. In addition, our Board of Directors, without any action by our stockholders, may amend our articles of incorporation from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Our Board of

21


Table of Contents

Directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our Board of Directors could authorize the issuance of senior common stock or preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Senior Common Stock or Preferred stock could also have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common stock. See the "Description of Our Securities—Senior Common and Preferred Stock."

Risks Related to an Investment in Our Common Stock

We may experience fluctuations in our quarterly and annual operating results.

        We may experience fluctuations in our quarterly and annual operating results due to a number of factors, including, among others, variations in our investment income, the interest rates payable on the debt securities we acquire, the default rates on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the level of our expenses, the degree to which we encounter competition in our markets, and general economic conditions, including the impacts of inflation. The majority of our portfolio companies are in industries that are directly impacted by inflation, such as manufacturing and consumer goods and services. Our portfolio companies may not be able to pass on to customers increases in their costs of production which could greatly affect their operating results, impacting their ability to repay our loans. In addition, any projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized and unrealized losses and therefore reduce our net assets resulting from operations. 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 distributions.

        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 by paying monthly distributions. 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. In addition, our credit facility restricts the amount of distributions we are permitted to make. 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.

Distributions by us have and may in the future continue to include a return of capital.

        Our Board of Directors declares monthly distributions based on estimates of net investment income for each fiscal year, which may differ, and in the past have differed, from actual results. Because our distributions are based on estimates of net investment income that may differ from actual results, future distributions payable to our stockholders may also include a return of capital. Moreover, to the extent that we distribute amounts that exceed our accumulated earnings and profits, these distributions constitute a return of capital. A return of capital represents a return of a stockholder's original investment in shares of our stock and should not be confused with a distribution from earnings and profits. Although return of capital distributions may not be taxable, such distributions may increase an investor's tax liability for capital gains upon the sale of our shares by reducing the investor's tax basis for such shares. Such returns of capital reduce our asset base and also adversely impact our ability

22


Table of Contents


to raise debt capital as a result of the leverage restrictions under the 1940 Act, which could have a material adverse impact on our ability to make new investments.

The market price of our shares may fluctuate significantly.

        The trading price of our common stock may fluctuate substantially. The extreme volatility and disruption that have affected the capital and credit markets for over a year have reached unprecedented levels in recent months. We have experienced greater than usual stock price volatility.

        The market price and marketability of our shares 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, but are not limited to, the following:

        Fluctuations in the trading prices of our shares may adversely affect the liquidity of the trading market for our shares 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. Since our inception, our common stock has at times traded above net asset value, and at times traded below net asset value. During the past year, our common stock has traded consistently, and at times significantly, below net asset value. Subsequent to September 30, 2009, our stock has traded at discounts of up to 36% of our net asset value as of September 30, 2009. 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. As with any stock, the price of our shares will fluctuate with market conditions and

23


Table of Contents


other factors. If shares are sold, the price received may be more or less than the original investment. Whether investors will realize gains or losses upon the sale of our shares will not depend directly upon our net asset value, but will depend upon the market price of the shares at the time of sale. Since the market price of our shares will be affected by such factors as the relative demand for and supply of the shares in the market, general market and economic conditions and other factors beyond our control, we cannot predict whether the shares will trade at, below or above our net asset value. Under the 1940 Act, we are generally not able to issue additional shares of our common stock at a price below net asset value per share to purchasers other than our existing stockholders through a rights offering without first obtaining the approval of our stockholders and our independent directors. Additionally, at times when our stock is trading below its net asset value per share, our dividend yield may exceed the weighted average returns that we would expect to realize on new investments that would be made with the proceeds from the sale of such stock, making it unlikely that we would determine to issue additional shares in such circumstances. Thus, for as long as our common stock trades below net asset value we will be subject to significant constraints on our ability to raise capital through the issuance of common stock. Additionally, an extended period of time in which we are unable to raise capital may restrict our ability to grow and adversely impact our ability to increase or maintain our distributions.

The issuance of subscription rights to our existing stockholders may dilute the ownership and voting powers by existing stockholders in our common stock, dilute the net asset value of their shares and have a material adverse effect on the trading price of our common stock.

        There are significant capital raising constraints applicable to us under the 1940 Act when our stock is trading below its net asset value per share. In the event that we issue subscription rights to our existing stockholders, there is a significant possibility that the rights offering will dilute the ownership interest and voting power of stockholders who do not fully exercise their subscription rights. Stockholders who do not fully exercise their subscription rights should expect that they will, upon completion of a rights offering, own a smaller proportional interest in our company than would otherwise be the case if they fully exercised their subscription rights. In addition, because the subscription price of a rights offering is likely to be less than our most recently determined net asset value per share, our stockholders are likely to experience an immediate dilution of the per share net asset value of their shares as a result of the offer. As a result of these factors, any future rights offerings of our common stock, or our announcement of our intention to conduct a rights offering, could have a material adverse impact on the trading price of our common stock.

Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock.

        At our most recent annual meeting, our stockholders approved a proposal designed to allow us to access the capital markets in a way that we were previously unable to as a result of restrictions that, absent stockholder approval, apply to business development companies under the 1940 Act. Specifically, our stockholders approved a proposal that authorizes us to sell shares of our common stock below the then current net asset value per share of our common stock in one or more offerings for a period of one year. At the upcoming annual stockholders meeting scheduled for February 18, 2010, our stockholders will again be asked to vote in favor of renewing this proposal for another year. During the past year, our common stock has traded consistently, and at times significantly, below net asset value. Any decision to sell shares of our common stock below the then current net asset value per share of our common stock would be subject to the determination by our Board of Directors that such issuance is in our and our stockholders' best interests.

        If we were to sell shares of our common stock below net asset value per share, such sales would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in a stockholder's interest in our earnings and assets and voting

24


Table of Contents


interest in us than the increase in our assets resulting from such issuance. The greater the difference between the sale price and the net asset value per share at the time of the offering, the more significant the dilutive impact would be. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect, if any, cannot be currently predicted. However, if for example, we sold an additional 10% of our common stock at a 5% discount from net asset value, a stockholder who did not participate in that offering for its proportionate interest would suffer net asset value dilution of up to 0.5% or $5 per $1,000 of net asset value.

Other Risks

We could face losses and potential liability if intrusion, viruses or similar disruptions to our technology jeopardize our confidential information, whether through breach of our network security or otherwise.

        Maintaining our network security is of critical importance because our systems store highly confidential financial models and portfolio company information. Although we have implemented, and will continue to implement, security measures, our technology platform is and will continue to be vulnerable to intrusion, computer viruses or similar disruptive problems caused by transmission from unauthorized users. The misappropriation of proprietary information could expose us to a risk of loss or litigation.

Terrorist attacks, acts of war or national disasters may affect any market for our common stock, impact the businesses in which we invest and harm our business, operating results and financial conditions.

        Terrorist acts, acts of war or national disasters have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, or national disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and national disasters are generally uninsurable.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        All statements contained or incorporated by reference in this prospectus or any accompanying prospectus supplement, other than historical facts, may constitute "forward-looking statements." These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as "may," "might," "believe," "will," "provided," "anticipate," "future," "could," "growth," "plan," "intend," "expect," "should," "would," "if," "seek," "possible," "potential," "likely" or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others: (1) further adverse changes in the economy and the capital markets; (2) risks associated with negotiation and consummation of pending and future transactions; (3) the loss of one or more of our executive officers, in particular David Gladstone, Terry Lee Brubaker or George Stelljes III; (4) changes in our business strategy; (5) availability, terms and deployment of capital; (6) changes in our industry, interest rates, exchange rates or the general economy; (7) the degree and nature of our competition; and (8) those factors described in the "Risk Factors" section of this prospectus. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

25


Table of Contents


USE OF PROCEEDS

        Unless otherwise specified in any prospectus supplement accompanying this prospectus, we intend to use the net proceeds from the sale of the Securities for general corporate purposes. We expect the proceeds to be used first to pay down existing short-term debt, then to make investments in small and mid-sized businesses in accordance with our investment objective, with any remaining proceeds to be used for other general corporate purposes. Indebtedness under our credit facility currently accrues interest at the rate of approximately 7.4% and matures on May 14, 2010. We anticipate that substantially all of the net proceeds of any offering of Securities will be utilized in the manner described above within three months of the completion of such offering. Pending such utilization, we intend to invest the net proceeds of any offering of Securities primarily in cash, cash equivalents, U.S. government securities, and other high-quality debt investments that mature in one year or less from the date of investment, consistent with the requirements for continued qualification as a RIC for federal income tax purposes.


PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

        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 in the form of monthly dividends. We intend to retain long-term capital gains and treat them as deemed distributions for tax purposes. We report the estimated tax characteristics of each dividend when declared while the actual tax characteristics of dividends are reported annually to each stockholder on Form 1099 DIV. There is no assurance that we will achieve investment results or maintain a tax status that will permit any specified level of cash distributions or year-to-year increases in cash distributions. At the option of a holder of record of common stock, all cash distributions can be reinvested automatically under our dividend reinvestment plan in additional whole and fractional shares. A stockholder whose shares are held in the name of a broker or other nominee should contact the broker or nominee regarding participation in our dividend reinvestment plan on the stockholder's behalf. See "Risk Factors—We will be subject to corporate level tax if we are unable to satisfy Internal Revenue Code requirements for RIC qualification;" "Dividend Reinvestment Plan;" and "Material U.S. Federal Income Tax Considerations."

        Our common stock is quoted on The Nasdaq Global Select Market under the symbol "GLAD." Our common stock has historically traded at prices both above and below its net asset value. There can be no assurance, however, that any premium to net asset value will be attained or maintained. As of December 7, 2009, we had 79 stockholders of record, meaning individuals or entities that we carry in our records as the registered holder (although not necessarily the beneficial owner) of our common stock.

26


Table of Contents

        The following table sets forth the range of high and low closing sales prices of our common stock as reported on The Nasdaq Global Select Market and the dividends declared by us for the last two completed fiscal years and the current fiscal year through December 7, 2009.


SHARE PRICE DATA

 
  Net Asset
Value per
Share(1)
  High   Low   Dividend
Declared
  Premium
(Discount) of
High Sales
Price to Net
Asset Value(2)
  Premium
(Discount) of
Low Sales
Price to Net
Asset Value(2)
 

FY 2008

                                     

First Quarter

  $ 15.08   $ 20.62   $ 17.01   $ 0.420     37 %   13 %

Second Quarter

  $ 14.27   $ 19.22   $ 16.25   $ 0.420     35 %   14 %

Third Quarter

  $ 13.97   $ 19.31   $ 15.24   $ 0.420     38 %   9 %

Fourth Quarter

  $ 12.89   $ 18.65   $ 12.91   $ 0.420     45 %   0.2 %

FY 2009

                                     

First Quarter

  $ 12.04   $ 15.38   $ 5.50   $ 0.420     28 %   (54 )%

Second Quarter

  $ 12.10   $ 10.28   $ 5.01   $ 0.420     (14 )%   (59 )%

Third Quarter

  $ 11.86   $ 7.80   $ 5.49   $ 0.210     (34 )%   (54 )%

Fourth Quarter

  $ 11.81   $ 10.40   $ 7.17   $ 0.210     (12 )%   (39 )%

FY 2010

                                     

First Quarter (through December 7, 2009)

  $ *   $ 9.49   $ 7.50   $ 0.210     * %   * %

(1)
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sale price. The net asset values shown are based on outstanding shares at the end of each period.

(2)
The premiums set forth in these columns represent the high or low, as applicable, closing price per share for the relevant quarter minus the net asset value per share as of the end of such quarter, and therefore may not reflect the premium to net asset value per share on the date of the high and low closing prices.

*
Not yet available, as the net asset value per share as of the end of this quarter has not yet been determined.

27


Table of Contents


CONSOLIDATED SELECTED FINANCIAL DATA

        The following table summarizes our consolidated selected financial data. The consolidated selected financial data as of September 30, 2009 and 2008 and for the fiscal years ended September 30, 2009, 2008 and 2007 is derived from our audited consolidated financial statements included in this prospectus. The consolidated selected financial data as of September 30, 2007, 2006 and 2005 and for the fiscal years ended September 30, 2006 and 2005 is derived from our audited consolidated financial statements that are not included in this prospectus. You should read this data together with our consolidated financial statements and notes thereto presented elsewhere in this prospectus and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information.

 
  Year Ended September 30,  
 
  2009   2008   2007   2006   2005  

Statement of Operations Data:

                               
 

Total Investment Income

  $ 42,618   $ 45,725   $ 36,687   $ 26,900   $ 23,950  
 

Total Expenses

  $ 21,587   $ 19,172   $ 14,426   $ 7,447   $ 6,454  
 

Net Investment Income

  $ 21,031   $ 26,553   $ 22,261   $ 19,351   $ 17,286  
 

Net (Loss) Gain on Investment

  $ (17,248 ) $ (47,815 ) $ (7,309 ) $ 5,079   $ (1,795 )
 

Net (Decrease) Increase in Net Assets Resulting from Operations

  $ 3,783   $ (21,262 ) $ 14,952   $ 24,430   $ 15,491  

Per Share Data(1):

                               
 

Basic:

  $ 0.18   $ (1.08 ) $ 1.13   $ 2.15   $ 1.37  
 

Diluted:

  $ 0.18   $ (1.08 ) $ 1.13   $ 2.10   $ 1.33  
 

Cash Distributions Declared per share

  $ 1.260   $ 1.680   $ 1.680   $ 1.635   $ 1.515  

Statement of Assets and Liabilities Data:

                               
 

Total Assets

  $ 335,910   $ 425,698   $ 367,729   $ 225,783   $ 205,793  
 

Net Assets

  $ 249,076   $ 271,748   $ 220,959   $ 172,570   $ 151,611  
 

Net Asset Value Per Share

  $ 11.81   $ 12.89   $ 14.97   $ 14.02   $ 13.41  
 

Common Shares Outstanding

    21,087,574     21,087,574     14,762,574     12,305,008     11,303,510  

Senior Securities Data:

                               
 

Borrowings under line of credit(2)

  $ 83,350   $ 151,030   $ 144,440   $ 49,993   $ 5 3,034  
 

Asset coverage ratio(3)(4)

    399 %   286 %   259 %   466 %   402 %
 

Asset coverage per unit(4)

  $ 3,988   $ 2,860   $ 2,594   $ 4,657   $ 4,024  

Other Data:

                               
 

Number of Portfolio Companies at Year End

    48     63     56     32     28  
 

Principal Amount of Loan Originations

  $ 26,366   $ 176,550   $ 261,700   $ 135,955   $ 143,794  
 

Principal Amount of Loan Repayments and Investments Sold

  $ 96,693   $ 70,482   $ 121,818   $ 124,010   $ 88,019  
 

Weighted Average Yield on Investments(5):

    9.91 %   10.23 %   11.98 %   12.74 %   12.23 %
 

Total Return(6)

    (30.94 )%   (13.90 )%   (4.40 )%   5.21 %   5.93 %

(1)
Per share data for net (decrease) increase in net assets resulting from operations is based on the weighted common stock outstanding for both basic and diluted.

(2)
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information regarding our level of indebtedness.

(3)
As a business development company, we are generally required to maintain a ratio of 200% of total assets, less all liabilities and indebtedness not represented by senior securities, to total borrowings.

(4)
Asset coverage ratio is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is the asset coverage ratio expressed in terms of dollar amounts per $1,000 of indebtedness.

(5)
Weighted average yield on investments equals interest income on investments divided by the annualized weighted average investment balance throughout the year.

(6)
Total return equals the (decrease) increase of the ending market value over the beginning market value plus monthly dividends divided by the monthly beginning market value.

28


Table of Contents


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(dollar amounts in thousands, except per share data or unless otherwise indicated)

        The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto contained elsewhere herein.

OVERVIEW

General

        We were incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. Our investment objective is 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 substantially owned by leveraged buyout funds or individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, we may acquire from others existing loans that meet this profile. 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. 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. In addition, for tax purposes we have elected to be treated as a RIC under the Code.

        We seek out small and medium-sized private U.S. businesses that meet certain criteria, including some but not all of the following: the potential for growth in cash flow, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, profitable operations based on the borrower's cash flow, reasonable capitalization of the borrower (usually by leveraged buyout funds or venture capital funds) and the potential to realize appreciation and gain liquidity in our equity position, if any. We anticipate that liquidity in our equity position will be achieved through a merger or acquisition of the borrower, a public offering of the borrower's stock or by exercising our right to require the borrower to repurchase our warrants, though there can be no assurance that we will always have these rights. We lend to borrowers that need funds to finance growth, restructure their balance sheets or effect a change of control.

Business Environment

        The current economic conditions generally and the disruptions in the capital markets in particular have decreased liquidity and increased our cost of debt and equity capital, where available. The longer these conditions persist, the greater the probability that these factors could continue to increase our cost and significantly limit our access to debt and equity capital, and thus have an adverse effect on our operations and financial results. Many of the companies in which we have made or will make investments are also susceptible to the adverse economic environment, which may affect the ability of one or more of our portfolio companies to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. The recession could also disproportionately impact some of the industries in which we invest, causing us to be more vulnerable to losses in our portfolio. Therefore, the fair market value of our portfolio could continue to decrease during the current economic environment or future economic downturns. We do not know when market conditions will stabilize, if adverse conditions will intensify or the full extent to which the disruptions will affect us. If market instability persists or intensifies, we may experience difficulty in raising capital.

        As a result of the economic downturn, the availability of credit in the market became scarce, and we were forced to sell 13 of the 24 syndicated loans that were held in our portfolio of investments at March 31, 2009 to various investors in the syndicated loan market in order to repay amounts outstanding under our prior credit facility, which matured in May 2009. These loans, in aggregate, had

29


Table of Contents

a cost value of approximately $30,427, or 7% of the cost value of our total investments, and an aggregate fair market value of approximately $22,467, or 6% of the fair market value of our total investments, at March 31, 2009. Since then, we have sold additional syndicated loans and incurred a net realized loss of $26,411 for the fiscal year ended September 30, 2009. We intend to sell the remaining syndicated loans in our portfolio as soon as practicable, which will likely result in further realized losses.

        Challenges in the current market are intensified for us by certain regulatory limitations under the Code and the 1940 Act, as well as contractual restrictions under the agreement governing our credit facility that further constrain our ability to access the capital markets. To maintain our qualification as a RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments makes it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. Our external financing sources include the issuance of equity securities, debt securities or other leverage such as borrowings under our line of credit. Our ability to seek external debt financing, to the extent that it is available under current market conditions, is further subject to the asset coverage limitations of the 1940 Act, which require us to have at least a 200% asset coverage ratio, meaning generally that for every dollar of debt, we must have two dollars of assets.

        Recent market conditions have also affected the trading price of our common stock and thus our ability to finance new investments through the issuance of equity. On December 7, 2009, the closing market price of our common stock was $7.99 which price represented a 32% discount to our September 30, 2009 net asset value, or NAV, per share. When our stock is trading below NAV, as it has consistently traded for more than a year, our ability to issue equity is constrained by provisions of the 1940 Act which generally prohibit the issuance and sale of our common stock below NAV per share without stockholder approval other than through sales to our then-existing stockholders pursuant to a rights offering. At our annual meeting of stockholders held on February 19, 2009, stockholders approved a proposal which authorizes us to sell shares of our common stock at a price below our then current NAV per share for a period of one year from the date of approval, provided that our Board of Directors makes certain determinations prior to any such sale. At the upcoming annual stockholders meeting scheduled for February 18, 2010, our stockholders will again be asked to vote in favor of renewing this proposal for another year.

        The recession may also continue to decrease the value of collateral securing some of our loans, as well as the value of our equity investments, which has impacted and may continue to impact our ability to borrow under our credit facility. We may see decreases in the value of our portfolio, which will further limit our ability to borrow under our current credit facility. Additionally, our credit facility contains covenants regarding the maintenance of certain minimum net worth requirements which are affected by the decrease in value of our portfolio. Failure to meet these requirements would result in a default which, if we are unable to obtain a waiver from our lenders, would result in the acceleration of our repayment obligations under our credit facility. As of September 30, 2009, we were in compliance with all of the facility covenants.

        We expect that, given these regulatory and contractual constraints in combination with current market conditions, debt and equity capital may be costly or difficult for us to access for some time. For so long as this is the case, our near-term strategy will be focused primarily on retaining capital and building the value of our existing portfolio companies to increase the likelihood of maintaining potential future returns. We will also, where prudent and possible, consider the sale of lower-yielding investments. This has resulted, and may continue to result, in significantly reduced investment activity, as our ability to make new investments under these conditions is largely dependent on availability of proceeds from the sale or exit of existing portfolio investments, which events may be beyond our

30


Table of Contents


control. As capital constraints improve, we intend to continue our strategy of making conservative investments in businesses that we believe will weather the economy and that are likely to produce attractive long-term returns for our stockholders.

Syndicated Loan Valuations

        Due to the illiquidity in the market for syndicated loans during the three quarters prior to and including the quarter ended June 30, 2009, a discounted cash flow, or DCF, methodology was used to value these investments during those periods, following guidance provided under Financial Accounting Standards Board Accounting Standards Codification, or ASC, 820, Fair Value Measurements and Disclosures. However, in monitoring the market activity during the quarter ended September 30, 2009, we noted changing markets conditions indicating a return to liquidity and a better functioning secondary market for syndicated loans. Therefore, in accordance with ASC 820, and following our valuation procedures which specify the use of third-party indicative bid quotes for valuing syndicated loans where there is a liquid public market for those loans and market pricing quotes are readily available, a third-party bid quote was used to value the remaining syndicated loans not sold during the year ended September 30, 2009. In November 2009, we settled sales of two syndicated loans (Kinetek and Wesco). Those loans are included in our consolidated assets as of September 30, 2009 and were valued as of September 30, 2009 at the respective sale prices. The Wesco loan was sold subsequent to September 30, 2009 and the sale price was deemed to be an accurate reflection of the fair value as of September 30, 2009.

Investment Highlights

Portfolio Company Investment Activity

        Purchases:    During the year ended September 30, 2009, we extended $26,366 of investments to existing portfolio companies through revolver draws or the additions of new term notes.

        Repayments:    During the year ended September 30, 2009, we were repaid in full by three portfolio companies. In addition, three portfolio companies refinanced their loans, one borrower made an unscheduled partial payoff, and we experienced contractual amortization, revolver repayments and some principal payments received ahead of schedule for total principal repayments of $47,490.

        Sales/Exits:    During the year ended September 30, 2009, we exited from 12 companies and received an aggregate of $49,203 in net proceeds.

        Since our initial public offering in August 2001, we have made 261 different loans to, or investments in, 126 companies for a total of approximately $952,348, before giving effect to principal repayments on investments and divestitures.

Financing Highlights

        On May 15, 2009 we, through our wholly-owned subsidiary Gladstone Business Loan, LLC, or Business Loan, entered into the KEF Facility, arranged by Key Equipment Finance Inc., or KEF, as administrative agent. BB&T also joined the KEF Facility as a committed lender. In connection with entering into the KEF Facility, we borrowed $35,881 under the KEF Facility to make a final payment to Deutsche Bank AG in satisfaction of all unpaid principal and interest owed to Deutsche Bank under the prior credit agreement. The KEF Facility may be expanded up to $200,000 through the addition of other committed lenders to the facility. Without the addition of other committed lenders, the KEF Facility provides a total commitment of $102,000 through May 11, 2010, and $77,000 thereafter.

        Subsequent to September 30, 2009, we reduced the size of the KEF Facility by $25,000, from $127,000 to $102,000. Under the KEF Facility the first $50,000 of commitment reductions are applied against KEF's commitment. Therefore, the entire $25,000 was subtracted from KEF's commitment,

31


Table of Contents


reducing it from $100,000 to $75,000 and leaving BB&T's commitment unchanged at $27,000. As a result of the manner in which our borrowing base is calculated under the KEF Facility, the reductions did not affect our availability under the KEF Facility. The KEF Facility matures on May 14, 2010, and if the facility is not renewed or extended by this date, all principal and interest will be due and payable within one year of maturity In addition, if the facility is not renewed, our lenders have the right to apply all principal and interest collections we receive to amounts outstanding under the KEF Facility. Advances under the KEF Facility will generally bear interest at the 30-day LIBOR or commercial paper rate (subject to a minimum rate of 2%), plus 4% per annum, with a commitment fee of 0.75% per annum on undrawn amounts. As of September 30, 2009, there was a cost basis of approximately $83,000 of borrowings outstanding on the KEF Facility at an average rate of 7.36%, and the remaining borrowing capacity under the KEF Facility was $44,000. Available borrowings are subject to various constraints imposed under the KEF Facility, based on the aggregate loan balance pledged by Business Loan. Interest is payable monthly during the term of the KEF Facility.

        During the year ended September 30, 2009, we elected to apply ASC 825, Financial Instruments, specifically for the KEF Facility, which requires us to apply a fair value methodology to the KEF Facility as of September 30, 2009. The KEF Facility was fair valued at $83,350 as of September 30, 2009.

Investment Strategy

        Our loans typically range from $5 million to $20 million, although this investment size may vary proportionately as the size of our capital base changes, generally mature in no more than seven years and accrue interest at fixed or variable rates. Some of our loans may contain a provision that calls for some portion of the interest payments to be deferred and added to the principal balance so that the interest is paid, together with the principal, at maturity. This form of deferred interest is often called "paid in kind," or PIK, interest and, when earned, we record PIK interest as interest income and add the PIK interest to the principal balance of the loans. We seek to avoid PIK interest with all potential investments under review. As of September 30, 2009, one Control investment and one Non-Control/Non-Affiliate investment in our portfolio bore PIK interest.

        Because the majority of our portfolio loans consist of term debt of private companies who typically cannot or will not expend the resources to have their debt securities rated by a credit rating agency, we expect that most, if not all, of the debt securities we acquire will be unrated. We cannot accurately predict what ratings these loans might receive if they were rated, and thus cannot determine whether or not they could be considered "investment grade" quality.

        To the extent possible, our loans generally are collateralized by a security interest in the borrower's assets. Interest payments are generally made monthly or quarterly (except to the extent of any PIK interest) with amortization of principal generally being deferred for several years. The principal amount of the loans and any accrued but unpaid interest generally become due at maturity at five to seven years. When we receive a warrant to purchase stock in a borrower in connection with a loan, the warrant will typically have an exercise price equal to the fair value of the portfolio company's common stock at the time of the loan and entitle us to purchase a modest percentage of the borrower's stock.

        Original issue discount, or OID, arises when we extend a loan and receive an equity interest in the borrower at the same time. To the extent that the price paid for the equity is not at market value, we must allocate part of the price paid for the loan, to the value of the equity. Then the amount allocated to the equity, the OID, must be amortized over the life of the loan. As with PIK interest, the amortization of OID also produces income that must be recognized for purposes of satisfying the distribution requirements for a RIC under Subchapter M of the Code, whereas the cash is received, if at all, when the equity instrument is sold. We seek to avoid OID with all potential investments under

32


Table of Contents


review and from inception through September 30, 2009, we did not hold any investments with OID income.

        In addition, as a business development company under the 1940 Act, we are required to make available significant managerial assistance to our portfolio companies. Our Adviser provides these services on our behalf through its officers who are also our officers. Currently, neither we nor our Adviser charges a fee for managerial assistance, however, if our Adviser does receive fees for managerial assistance, our Adviser will credit the managerial assistance fees to the base management fee due from us to our Adviser.

        Our Adviser receives fees for the other services it provides to our portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to our Adviser by the borrower or potential borrower upon the closing of the investment. The services our Adviser provides to our portfolio companies vary by investment, but generally include a broad array of services, such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital from other investors, turnaround management, merger and acquisition services and recruiting new management personnel. Effective April 1, 2007, when our Adviser receives fees for these services, 50% of certain of those fees are voluntarily and irrevocably credited against the base management fee that we pay to our Adviser, whereas prior to such date fees were 100% credited. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

        Our Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to our Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by our Adviser when earned and are not credited against the base management fee.

        We may receive fees for the origination and closing services we provide to portfolio companies through our Adviser. These fees are paid directly to us and are recognized as revenue upon closing of the originated investment and are reported as fee income in the consolidated statements of operations.

        Prior to making an investment, we ordinarily enter into a non-binding term sheet with the potential borrower. These non-binding term sheets are generally subject to a number of conditions, including, but not limited to, the satisfactory completion of our due diligence investigations of the potential borrower's business, reaching agreement on the legal documentation for the loan, and the receipt of all necessary consents. Upon execution of the non-binding term sheet, the potential borrower generally pays the Adviser a non-refundable fee for services rendered by the Adviser through the date of the non-binding term sheet. These fees are received by the Adviser and are offset against the base management fee payable to the Adviser, which has the effect of reducing our expenses to the extent of any such fees received by the Adviser.

        In the event that we expend significant effort in considering and negotiating a potential investment that ultimately is not consummated, we generally will seek reimbursement from the proposed borrower for our reasonable expenses incurred in connection with the transaction, including legal fees. Any amounts collected for expenses incurred by the Adviser in connection with unconsummated investments will be reimbursed to the Adviser. Amounts collected for these expenses incurred by us will be reimbursed to us and will be recognized in the period in which such reimbursement is received, however, there can be no guarantee that we will be successful in collecting any such reimbursements.

Our Adviser and Administrator

        Our Adviser is led by a management team which has extensive experience in our lines of business. Our Adviser is controlled by David Gladstone, our chairman and chief executive officer. Mr. Gladstone

33


Table of Contents


is also the chairman and chief executive officer of our Adviser. Terry Lee Brubaker, our vice chairman, chief operating officer, secretary and director, is a member of the board of directors of our Adviser and its vice chairman and chief operating officer. George Stelljes III, our president, chief investment officer and director, is a member of the board of directors of our Adviser and its president and chief investment officer. Our Adviser also has a wholly-owned subsidiary, Gladstone Administration, LLC, or our Administrator, which employs our chief financial officer, chief compliance officer, treasurer and their respective staffs.

        Our Adviser and Administrator also provide investment advisory and administrative services to our affiliates, Gladstone Commercial, a publicly traded real estate investment trust; Gladstone Investment, a publicly traded business development company; and Gladstone Land Corporation, a private agricultural real estate company. With the exception of our chief financial officer, all of our executive officers serve as either directors or executive officers, or both, of our Adviser, our Administrator, Gladstone Commercial and Gladstone Capital. In the future, our Adviser may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.

        We have been externally managed by our Adviser pursuant to a contractual investment advisory arrangement since October 1, 2004. Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the Investment Advisers' Act of 1940, as amended. Our Adviser is headquartered in McLean, Virginia, a suburb of Washington, D.C., and has offices in New York, Illinois, New Jersey, Texas and Georgia.

Investment Advisory and Management Agreement

        Under the Advisory Agreement, we pay our Adviser an annual base management fee of 2% of our average gross assets, which is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.

        We also pay our Adviser a two-part incentive fee under the Advisory Agreement. The first part of the incentive fee is an income-based incentive fee which rewards our Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets, or the hurdle rate. We will pay our Adviser an income-based incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

34


Table of Contents

Quarterly Incentive Fee Based on Net Investment Income

GRAPHIC

        The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date) and equals 20% of our realized capital gains as of the end of the fiscal year. In determining the capital gains-based incentive fee payable to our Adviser, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since our inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains-based incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains-based incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years.

        Beginning in April 2006, our Board of Directors has accepted from the Adviser unconditional and irrevocable voluntary waivers on a quarterly basis to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5%, to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations. These waivers were applied through September 30, 2009, and any waived fees may not be recouped by our Adviser in the future.

        When our Adviser receives fees from our portfolio companies, such as investment banking fees, structuring fees or executive recruiting services fees, 50% of certain of these fees will be credited against the base management fee that we would otherwise be required to pay to our Adviser. In addition, our Adviser services the loans held by Business Loan in return for which our Adviser receives a 1.5% annual fee based on the monthly aggregate outstanding loan balance of the loans pledged under our credit facility. This fee directly reduces the amount of fee payable under the Advisory Agreement.

        We pay our direct expenses including, but not limited to, directors' fees, legal and accounting fees, stockholder-related expenses, and directors and officers insurance under the Advisory Agreement. On July 8, 2009, our Board of Directors approved the renewal of the Advisory Agreement with our Adviser through August 31, 2010. We expect that the Board of Directors will consider a further one year renewal in July 2010.

35


Table of Contents

Administration Agreement

        We have entered into an administration agreement with our Administrator, or the Administration Agreement, whereby we pay separately for administrative services. The Administration Agreement provides for payments equal to our allocable portion of our Administrator's overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of our Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, chief compliance officer, internal counsel, treasurer and their respective staffs. Our allocable portion of expenses is derived by multiplying our Administrator's total expenses by the percentage of our average assets (the total assets at the beginning of each quarter) in comparison to the average total assets of all companies managed by our Adviser under similar agreements. On July 8, 2009, our Board of Directors approved the renewal of this Administration Agreement with our Administrator through August 31, 2010. We expect that the Board of Directors will consider a further one year renewal in July 2010.

Critical Accounting Policies

        The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States, or GAAP, requires management to make estimates and assumptions that affect the reported consolidated amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the years reported. Actual results could differ materially from those estimates. We have identified our investment valuation process as our most critical accounting policy.

Investment Valuation

        The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.

        General Valuation Policy:    We value our investments in accordance with the requirements of the 1940 Act. As discussed more fully below, we value securities for which market quotations are readily available and reliable at their market value. We value all other securities and assets at fair value as determined in good faith by our Board of Directors.

        We adopted guidance for fair value measurements on October 1, 2008. In part, this guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. The guidance provides a consistent definition of fair value that focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. The guidance also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

36


Table of Contents

See Note 3, "Investments" in the notes to the accompanying consolidated financial statements for additional information regarding fair value measurements.

        We use generally accepted valuation techniques to value our portfolio unless we have specific information about the value of an investment to determine otherwise. From time to time we may accept an appraisal of a business in which we hold securities. These appraisals are expensive and occur infrequently but provide a third-party valuation opinion that may differ in results, techniques and scopes used to value our investments. When these specific third-party appraisals are engaged or accepted, we would use estimates of value provided by such appraisals and our own assumptions including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date to value the investment we have in that business.

        In determining the value of our investments, our Adviser has established an investment valuation policy, or the Policy. The Policy has been approved by our Board of Directors, and each quarter the Board of Directors reviews whether our Adviser has applied the Policy consistently, and votes whether or not to accept the recommended valuation of our investment portfolio.

        The Policy, which is summarized below, applies to the following categories of securities:

        Publicly-traded securities:    We determine the value of publicly-traded securities based on the closing price for the security on the exchange or securities market on which it is listed and primarily traded on the valuation date. To the extent that we own restricted securities that are not freely tradable, but for which a public market otherwise exists, we will use the market value of that security adjusted for any decrease in value resulting from the restrictive feature.

        Securities for which a limited market exists:    We value securities that are not traded on an established secondary securities market, but for which a limited market for the security exists, such as certain participations in, or assignments of, syndicated loans, at the quoted bid price. In valuing these assets, we assess trading activity in an asset class, evaluate variances in prices and other market insights to determine if any available quote prices are reliable. If we conclude that quotes based on active markets or trading activity may be relied upon, firm bid prices are requested; however, if a firm bid price is unavailable, we base the value of the security upon the indicative bid price offered by the respective originating syndication agent's trading desk, or secondary desk, on or near the valuation date. To the extent that we use the indicative bid price as a basis for valuing the security, our Adviser may take further steps to consider additional information to validate that price in accordance with the Policy.

        In the event these limited markets become illiquid such that market prices are no longer readily available, we will value our syndicated loans using estimated net present values of the future cash flows or discounted cash flows. The use of a DCF methodology follows that prescribed by ASC 820, which provides guidance on the use of a reporting entity's own assumptions about future cash flows and risk-adjusted discount rates when relevant observable inputs, such as quotes in active markets, are not available. When relevant observable market data does not exist, the alternative outlined in ASC 820 is the use of valuing investments based on DCF. For the purposes of using DCF to provide fair value estimates, we considered multiple inputs such as a risk-adjusted discount rate that incorporates adjustments that market participants would make both for nonperformance and liquidity risks. As such,

37


Table of Contents


we developed a modified discount rate approach that incorporates risk premiums including, among others, increased probability of default, or higher loss given default, or increased liquidity risk.

        The DCF valuations applied to the syndicated loans provide an estimate of what we believe a market participant would pay to purchase a syndicated loan in an active market, thereby establishing a fair value. We will continue to apply the DCF methodology in illiquid markets until quoted prices are available or are deemed reliable based on trading activity.

        As of September 30, 2009, we assessed trading activity in syndicated loan assets and determined that there had been a return to market liquidity and a better functioning secondary market for these assets. Thus, firm bid prices or indicative bids were used to fair value our remaining syndicated loans at September 30, 2009. However, for those syndicated loans where sales were completed after September 30, 2009, we used the respective sales prices to value those syndicated loans.

        Securities for which no market exists:    The valuation methodology for securities for which no market exists falls into three categories: (1) portfolio investments comprised solely of debt securities; (2) portfolio investments in controlled companies comprised of a bundle of securities, which can include debt and/or equity securities; and (3) portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and/or equity securities.

(1)
Portfolio investments comprised solely of debt securities:    We refer to as Non-Public Debt Securities those debt securities that are not publicly traded on an established securities market, or for which a limited market does not exist, and that are issued by portfolio companies where we have no equity, or equity-like securities, and are fair valued in accordance with the terms of the policy, which utilizes opinions of value submitted to us by SPSE. We may also submit PIK interest to SPSE for their evaluation when it is determined that PIK interest is likely to be received.

38


Table of Contents

(2)
Portfolio investments in controlled companies comprised of a bundle of investments, which can include debt and equity securities:    The fair value of these investments is determined based on the total enterprise value of the portfolio company, or issuer, utilizing a liquidity waterfall approach. For Non-Public Debt Securities and equity or equity-like securities (e.g. preferred equity, equity, or other equity-like securities) that are purchased together as part of a package, where we have control or could gain control through an option or warrant security, both the debt and equity securities of the portfolio investment would exit in the mergers and acquisitions market as the principal market, generally through a sale or recapitalization of the portfolio company. In accordance with ASC 820-10, we apply the in-use premise of value, which assumes the debt and equity securities are sold together. Under this liquidity waterfall approach, we continue to use the enterprise value methodology utilizing a liquidity waterfall approach to determine the fair value of these investments under ASC-820-10 if we have the ability to initiate a sale of a portfolio company as of the measurement date. Under this approach, we first calculate the total enterprise value of the issuer by incorporating some or all of the following factors:

the issuer's ability to make payments;

the earnings of the issuer;

recent sales to third parties of similar securities;

the comparison to publicly traded securities; and

discounted cash flow or other pertinent factors.
(3)
Portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and equity securities:    We value Non-Public Debt Securities that are purchased together with equity or equity-like securities from the same portfolio company, or issuer, for which we do not control or cannot gain control as of the measurement date, using a hypothetical secondary market as our principal market. In accordance with ASC 820-10, we determine the fair

39


Table of Contents

        Valuation Considerations:    From time to time, depending on certain circumstances, the Adviser may use the following valuation considerations, including but not limited to:

        Because such valuations, particularly valuations of private securities and private companies, are not susceptible to precise determination, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ from the values that might have actually resulted had a readily available market for these securities been available.

        Credit Information:    Our Adviser monitors a wide variety of key credit statistics that provide information regarding our portfolio companies to help us assess credit quality and portfolio performance. We and our Adviser participate in the periodic board meetings of our portfolio companies in which we hold Control and Affiliate investments and also require them to provide annual audited and monthly unaudited financial statements. Using these statements or comparable information and board discussions, our Adviser calculates and evaluates the credit statistics.

        Loan Grading and Risk Rating:    As part of our valuation procedures above, we risk rate all of our investments in debt securities. For syndicated loans that have been rated by an NRSRO (as defined in Rule 2a-7 under the 1940 Act), we use the NRSRO's risk rating for such security. For all other debt securities, we use a proprietary risk rating system. Our risk rating system uses a scale of 0 to 10, with 10 being the lowest probability of default. This system is used to estimate the probability of default on debt securities and the probability of loss if there is a default. These types of systems are referred to as

40


Table of Contents

risk rating systems and are used by banks and rating agencies. The risk rating system covers both qualitative and quantitative aspects of the business and the securities we hold.

        For the debt securities for which we do not use a third-party NRSRO risk rating, we seek to have our risk rating system mirror the risk rating systems of major risk rating organizations, such as those provided by an NRSRO. While we seek to mirror the NRSRO systems, we cannot provide any assurance that our risk rating system will provide the same risk rating as an NRSRO for these securities. The following chart is an estimate of the relationship of our risk rating system to the designations used by two NRSROs as they risk rate debt securities of major companies. Because our system rates debt securities of companies that are unrated by any NRSRO, there can be no assurance that the correlation to the NRSRO set out below is accurate. We believe our risk rating would be significantly higher than a typical NRSRO risk rating because the risk rating of the typical NRSRO is designed for larger businesses. However, our risk rating has been designed to risk rate the securities of smaller businesses that are not rated by a typical NRSRO. Therefore, when we use our risk rating on larger business securities, the risk rating is higher than a typical NRSRO rating. The primary difference between our risk rating and the rating of a typical NRSRO is that our risk rating uses more quantitative determinants and includes qualitative determinants that we believe are not used in the NRSRO rating. It is our understanding that most debt securities of medium-sized companies do not exceed the grade of BBB on an NRSRO scale, so there would be no debt securities in the middle market that would meet the definition of AAA, AA or A. Therefore, our scale begins with the designation 10 as the best risk rating which may be equivalent to a BBB from an NRSRO, however, no assurance can be given that a 10 on our scale is equal to a BBB on an NRSRO scale.

Company's
System
  First
NRSRO
  Second
NRSRO
  Gladstone Capital's Description(a)
  > 10   Baa2   BBB   Probability of Default (PD) during the next ten years is 4% and the Expected Loss (EL) is 1% or less
      10   Baa3   BBB-   PD is 5% and the EL is 1% to 2%
        9   Ba1   BB+   PD is 10% and the EL is 2% to 3%
        8   Ba2   BB   PD is 16% and the EL is 3% to 4%
        7   Ba3   BB-   PD is 17.8% and the EL is 4% to 5%
        6   B1   B+   PD is 22% and the EL is 5% to 6.5%
        5   B2   B   PD is 25% and the EL is 6.5% to 8%
        4   B3   B-   PD is 27% and the EL is 8% to 10%
        3   Caa1   CCC+   PD is 30% and the EL is 10% to 13.3%
        2   Caa2   CCC   PD is 35% and the EL is 13.3% to 16.7%
        1   Caa3   CC   PD is 65% and the EL is 16.7% to 20%
        0   N/a   D   PD is 85% or there is a payment default and the EL is greater than 20%

(a)
The default rates set forth are for a ten year term debt security. If a debt security is less than ten years, then the probability of default is adjusted to a lower percentage for the shorter period, which may move the security higher on our risk rating scale.

        The above scale gives an indication of the probability of default and the magnitude of the loss if there is a default. Our policy is to stop accruing interest on an investment if we determine that interest is no longer collectible. At September 30, 2009, one Non-Control/Non-Affiliate investment and four Control investments were on non-accrual. At September 30, 2008, one Non-Control/Non-Affiliate investment and two Control investments were on non-accrual. At September 30, 2007, one Non-Control/Non-Affiliate investment was on non-accrual. Additionally, we do not risk rate our equity securities.

41


Table of Contents

        The following table lists the risk ratings for all non-syndicated loans in our portfolio at September 30, 2009, September 30, 2008 and September 30, 2007, representing approximately 96%, 83% and 79%, respectively, of all loans in our portfolio at the end of each period:

Rating
  Sept. 30, 2009   Sept. 30, 2008   Sept. 30, 2007  

Average

    7.1     7.3     7.3  

Weighted Average

    7.2     7.0     7.1  

Highest

    9.0     9.0     9.0  

Lowest

    3.0     5.0     4.0  

        The following table lists the risk ratings for all syndicated loans in our portfolio that were not rated by an NRSRO at September 30, 2009, September 30, 2008 and September 30, 2007, representing approximately 2%, 6% and 4%, respectively, of all loans in our portfolio at the end of each period:

Rating
  Sept. 30, 2009   Sept. 30, 2008   Sept. 30, 2007  

Average

    7.0     6.6     6.0  

Weighted Average

    7.0     6.7     6.0  

Highest

    7.0     7.0     6.0  

Lowest

    7.0     6.0     6.0  

        For syndicated loans that are currently rated by an NRSRO, we risk rate such loans in accordance with the risk rating systems of major risk rating organizations, such as those provided by an NRSRO. The following table lists the risk ratings for all syndicated loans in our portfolio that were rated by an NRSRO at September 30, 2009 and September 30, 2008, representing approximately 2%, 11% and 17%, respectively, of all loans in our portfolio at the end of each period:

Rating
  Sept. 30, 2009   Sept. 30, 2008   Sept. 30, 2007

Average

  CCC/Caa1   CCC+/Caa1   CCC+/Caa1

Weighted Average

  CCC+/Caa1   CCC+/Caa1   CCC+/Caa1

Highest

  B-/B3   BB/Ba3   B/B3

Lowest

  D/C   CC/C   CCC/Caa2

Tax Status

        We intend to continue to qualify for treatment as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. As a RIC, we are not subject to federal income tax on the portion of our taxable income and gains distributed to stockholders. To qualify as a RIC, we must meet certain source-of-income, asset diversification, and annual distribution requirements. Under the annual distribution requirement, we are required to distribute to stockholders at least 90% of our investment company taxable income, as defined by the Code. We have a policy to pay out as a distribution up to 100% of that amount.

        In an effort to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year, an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years.

Revenue Recognition

        Interest income, adjusted for amortization of premiums and acquisition costs and for the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be

42


Table of Contents

collected. Generally, when a loan becomes 90 days or more past due or if our qualitative assessment indicates that the debtor is unable to service its debt or other obligations, we will place the loan on non-accrual status and cease recognizing interest income on that loan until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, we remain contractually entitled to this interest. At September 30, 2009, one Non-Control/Non-Affiliate investment and four Control investments were on non-accrual with an aggregate cost basis of approximately $10,022 or 2.8% of the cost basis of all investments in our portfolio. At September 30, 2008, one Non-Control/Non-Affiliate investment and two Control investments were on non-accrual with an aggregate cost basis of approximately $13,098 at September 30, 2008, or 2.8% of the cost basis of all investments in our portfolio. At September 30, 2007, one Non-Control/Non-Affiliate investment was on non-accrual with a cost basis of approximately $2,244 at September 30, 2007, or 0.6% of the cost basis of all investments in our portfolio. Conditional interest, or a success fee, is recorded when earned or upon full repayment of a loan investment.

        We may hold loans in our portfolio which contain a PIK interest provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain our status as a RIC, this non-cash source of income must be paid out to stockholders in the form of distributions, even though we have not yet collected the cash. As of September 30, 2009, two loans in our portfolio bore PIK interest.

        As a business development company under the 1940 Act, we are required to make available significant managerial assistance to our portfolio companies. We provide these services through our Adviser, who provides these services on our behalf through its officers who are also our officers. Currently, neither we nor our Adviser charges a fee for managerial assistance, however, if our Adviser does receive fees for such managerial assistance, our Adviser will credit the managerial assistance fees to the base management fee due from us to our Adviser.

        Our Adviser receives fees for the other services it provides to our portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to our Adviser by the borrower or potential borrower upon the closing of the investment. The services our Adviser provides to our portfolio companies vary by investment, but generally include a broad array of services such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, consulting, turnaround management, merger and acquisition services and recruiting new management personnel. Effective April 1, 2007, when our Adviser receives fees for these services, 50% of certain of those fees are voluntarily and irrevocably credited against the base management fee that we pay to our Adviser, whereas prior to such date fees were 100% credited. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

        Our Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to our Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by our Adviser when earned and are not credited against the base management fee.

        We may receive fees for the origination and closing services we provide to portfolio companies through our Adviser. These fees are paid directly to us and are recognized as revenue upon closing of the originated investment and are reported as fee income in the accompanying consolidated statements of operations.

43


Table of Contents

RESULTS OF OPERATIONS

COMPARISON OF THE FISCAL YEARS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008

        A comparison of our operating results for the fiscal years ended September 30, 2009 and 2008 is below:

 
  For the year ended
September 30,
   
   
 
 
  2009   2008   $ Change   % Change  

INVESTMENT INCOME

                         
 

Interest income—non control/non affiliate investments

  $ 41,134   $ 44,733   $ (3,599 )   (8.0 )%
 

Interest income—control investments

    933     64     869     1,357.8 %
 

Interest income—cash

    11     335     (324 )   (96.7 )%
 

Interest income—notes receivable from employees

    468     471     (3 )   (0.6 )%
 

Prepayment fees and other income

    72     122     (50 )   (41.0 )%
                   
   

Total investment income

    42,618     45,725     (3,107 )   (6.8 )%
                   

EXPENSES

                         
 

Interest expense

    7,949     8,284     (335 )   (4.0 )%
 

Loan servicing fee

    5,620     6,117     (497 )   (8.1 )%
 

Base management fee

    2,005     2,212     (207 )   (9.4 )%
 

Incentive fee

    3,326     5,311     (1,985 )   (37.4 )%
 

Administration fee

    872     985     (113 )   (11.5 )%
 

Professional fees

    1,586     911     675     74.1 %
 

Amortization of deferred financing fees

    2,778     1,534     1,244     81.1 %
 

Stockholder related costs

    415     443     (28 )   (6.3 )%
 

Directors' fees

    197     220     (23 )   (10.5 )%
 

Insurance expense

    241     227     14     6.2 %
 

Other expenses

    278     325     (47 )   (14.5 )%
                   
   

Expenses before credit from Adviser

    25,267     26,569     (1,302 )   (4.9 )%
 

Credit to base management and incentive fees from Adviser

    (3,680 )   (7,397 )   3,717     (50.3 )%
                   
   

Total expenses net of credit to base management and incentive fees

    21,587     19,172     2,415     12.6 %
                   

NET INVESTMENT INCOME

    21,031     26,553     (5,522 )   (20.8 )%
                   

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, DERIVATIVE AND BORROWINGS UNDER LINE OF CREDIT:

                         
 

Net realized loss on investments

    (26,411 )   (787 )   (25,624 )   3,255.9 %
 

Realized (loss) gain on settlement of derivative

    (304 )   7     (311 )   (4,442.9 )%
 

Net unrealized appreciation (depreciation) on derivative

    304     (12 )   316     (2,633.3 )%
 

Net unrealized appreciation (depreciation) on investments

    9,513     (47,023 )   56,536     (120.2 )%
 

Net unrealized appreciation on borrowings under line of credit

    (350 )       (350 )    
                   
   

Net loss on investments, derivative and borrowings under line of credit

    (17,248 )   (47,815 )   30,567     (63.9 )%

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

 
$

3,783
 
$

(21,262

)
 
25,045
   
(117.8

)%
                   

44


Table of Contents

Investment Income

        Investment income for the year ended September 30, 2009 was $42,618 as compared to $45,725 for the year ended September 30, 2008. Interest income from our aggregate investment portfolio decreased for the year ended September 30, 2009 as compared to the prior year. The level of interest income from investments is directly related to the balance, at cost, of the interest-bearing investment portfolio outstanding during the year multiplied by the weighted average yield. The weighted average yield varies from year to year based on the current stated interest rate on interest-bearing investments and the amounts of loans for which interest is not accruing. Interest income from our investments decreased primarily due to the overall reduction in the cost basis of our investments, resulting primarily from the exit of 15 investments during the year ended September 30, 2009, as well as a slight decrease in the weighted average yield on our portfolio. The annualized weighted average yield on our portfolio was 9.9% for the year ended September 30, 2009 as compared to 10.2% for the prior year. During the year ended September 30, 2009, five investments were on non-accrual, for an aggregate of approximately $10,022 at cost, or 2.8% of the aggregate cost of our investment portfolio and during the prior year, three investments were on non-accrual for an aggregate of approximately $13,098 at cost, or 2.8% of the aggregate cost of our investment portfolio.

        Interest income from Non-Control/Non-Affiliate investments decreased for the year ended September 30, 2009 as compared to the prior year, primarily from an overall decrease in the aggregate cost basis of our Non-Control/Non-Affiliate investments during the year. In addition, the success fees earned during the year ended September 30, 2009 totaled $387, compared to $998 earned in the prior year. Success fees earned during the year ended September 30, 2009 resulted from refinancings by ActivStyle and It's Just Lunch and an amendment by Interfilm. Success fees earned during the year ended September 30, 2008 resulted from refinancings by Defiance and Westlake Hardware and a full repayment from Express Courier.

        Interest income from Control investments increased for the year ended September 30, 2009 as compared to the prior year. The increase was attributable to four additional Control investments held during the year ended September 30, 2009, which were converted from Non-Control/Non-Affiliate investments.

        The following table lists the interest income from investments for the five largest portfolio companies during the respective years:


Year ended September 30, 2009

Company
  Interest
Income
  % of
Total
 

Sunshine Media

  $ 3,352     8.0 %

Reliable Biopharma

    3,073     7.3 %

Westlake Hardware

    2,417     5.7 %

Clinton Holdings

    1,888     4.5 %

VantaCore

    1,696     4.0 %
           

Subtotal

  $ 12,426     29.5 %

Other companies

    29,641     70.5 %
           

Total interest income

  $ 42,067     100.0 %
           

45


Table of Contents


Year ended September 30, 2008

Company
  Interest
Income
  % of
Total
 

Sunshine Media

  $ 2,939     6.6 %

Reliable Biopharma

    2,870     6.4 %

Westlake Hardware

    2,852     6.4 %

Clinton Holdings

    1,902     4.2 %

Winchester Electronics

    1,399     3.1 %
           

Subtotal

  $ 11,962     26.7 %

Other companies

    32,835     73.3 %
           

Total interest income

  $ 44,797     100.0 %
           

        Interest income from invested cash decreased for the year ended September 30, 2009 as compared to the prior year. Interest income came from the following sources:

 
  Year ended  
 
  September 30,
2009
  September 30,
2008
 

Interest earned on Gladstone Capital account(1)

  $   $ 50  

Interest earned on Business Loan custodial account(2)

    10     199  

Interest earned on Gladstone Financial account(3)

    1     86  
           
 

Total interest income from invested cash

  $ 11   $ 335  
           

(1)
Interest earned on our Gladstone Capital account during the year ended September 30, 2008 resulted from proceeds received from the equity offerings completed during the fiscal year that were held in the account prior to being invested or used to pay down the line of credit.

(2)
Interest earned on our Business Loan custodial account during the year ended September 30, 2008 resulted from large cash amounts held in the account prior to disbursement. During this fiscal year, we had $140,817 of originations to new portfolio companies.

(3)
Interest earned on our Gladstone Financial account during the year ended September 30, 2008 resulted from the U.S. Treasury bill that was held with an original maturity of six months.

        Interest income from loans to our employees, in connection with the exercise of employee stock options, decreased slightly for the year ended September 30, 2009 as compared to the prior year due to principal payments on the employee loans during the current year.

        Prepayment fees and other income decreased for the year ended September 30, 2009 as compared to the prior year. The income for the prior year consisted of prepayment penalty fees received upon the full repayment of certain loan investments ahead of contractual maturity and prepayment fees received upon the early unscheduled principal repayments, which was based on a percentage of the outstanding principal amount of the loan at the date of prepayment.

Operating Expenses

        Operating expenses, net of credits from the Adviser for fees earned and voluntary irrevocable and unconditional waivers to the base management and incentive fees, increased for the year ended

46


Table of Contents


September 30, 2009 as compared to the prior year primarily due to an increase in professional fees and amortization of deferred financing fees incurred in connection with our previous credit facility with Deutsche Bank AG, or the DB Facility, and the new KEF Facility.

        Interest expense decreased for the year ended September 30, 2009 as compared to the prior year due primarily to decreased borrowings under our line of credit during the year ended September 30, 2009, partially offset by a higher weighted average annual interest cost, which is determined by using the annual stated interest rate plus commitment and other fees, plus the amortization of deferred financing fees divided by the weighted average debt outstanding.

        Loan servicing fees decreased for the year ended September 30, 2009 as compared to the prior year. These fees were incurred in connection with a loan servicing agreement between Business Loan and our Adviser, which is based on the size and mix of the portfolio. The decrease was primarily due to the reduction in the size of our investment portfolio. Due to voluntary, irrevocable and unconditional waivers in place during these years, senior syndicated loans incurred a 0.5% annual fee, whereas proprietary loans incurred a 1.5% annual fee. All of these fees were reduced against the amount of the base management fee due to our Adviser.

        The base management fee decreased for the year ended September 30, 2009 as compared to the prior year, which is reflective of fewer total assets held during the year ended September 30, 2009. Furthermore, due to the liquidation of the majority of our syndicated loans, the credit received against the gross base management fee for investments in syndicated loans has also been reduced. The base management fee is computed quarterly as described under "Investment Advisory and Management Agreement" in Note 4 to the accompanying consolidated financial statements, and is summarized in the table below:

 
  Year ended  
 
  September 30,
2009
  September 30,
2008
 

Base management fee(1)

  $ 2,005   $ 2,212  

Credit for fees received by Adviser from the portfolio companies

    (89 )   (1,678 )

Fee reduction for the voluntary, irrevocable and unconditional waiver of 2% fee on senior syndicated loans to 0.5%(2)

    (265 )   (408 )
           
 

Net base management fee

  $ 1,651   $ 126  
           

(1)
Base management fee is net of loan servicing fees per the terms of the Advisory Agreement.

(2)
The board of our Adviser voluntarily, irrevocably and unconditionally waived on a quarterly basis the annual 2.0% base management fee to 0.5% for senior syndicated loan participations for the years ended September 30, 2009 and 2008. Fees waived cannot be recouped by the Adviser in the future.

        Incentive fee decreased for the year ended September 30, 2009 as compared to the prior year. The board of our Adviser voluntarily, irrevocably and unconditionally waived on a quarterly basis the entire

47


Table of Contents


incentive fee for each quarter of the years ended September 30, 2009 and 2008. The incentive fee and associated credits are summarized in the table below:

 
  Year ended  
 
  September 30,
2009
  September 30,
2008
 

Incentive fee

  $ 3,326   $ 5,311  

Credit from voluntary, irrevocable and unconditional waiver issued by Adviser's board of directors

    (3,326 )   (5,311 )
           
 

Net incentive fee

  $   $  
           

        Administration fee decreased for the year ended September 30, 2009 as compared to the prior year, due to a decrease of administration staff and related expenses, as well as a decrease in our total assets in comparison to the total assets of all companies managed by our Adviser under similar agreements. The calculation of the administrative fee is described in detail under "Investment Advisory and Management Agreement" in Note 4 of the notes to the accompanying consolidated financial statements.

        Other operating expenses (including deferred financing fees, stockholder related costs, directors' fees, insurance and other expenses) increased over the prior year driven by amortization of additional fees incurred with amending the DB Facility and entering into the new KEF Facility and legal fees incurred in connection with troubled loans in the current year.

Net Realized Loss on Investments

        The realized loss for the year ended September 30, 2009 consisted of a $15,029 loss from the sale of several syndicated loans and one non-syndicated loan, a $9,409 write-off of the Badanco loan, and a $2,000 write-off of a portion of the Greatwide second lien syndicated loan, partially offset by a $27 gain from the Country Road payoff. Net realized loss on investments during the year ended September 30, 2008 resulted from the partial sale of the senior subordinated term debt of Greatwide Logistics, as well as the unamortized investment acquisition costs related to the Anitox and Macfadden loans, which were repaid in full during the year.

Realized (Loss) Gain on Settlement of Derivative

        The realized loss for the year ended September 30, 2009 was due to the expiration of our interest rate cap agreement in February 2009. We did not receive any interest rate cap agreement payments during the period from October 2008 through February 2009 as a result of the one-month LIBOR having a downward trend. During the year ended September 30, 2008, we received interest rate cap agreement payments of only $7 as a result of the one-month LIBOR having a downward trend. We received payments when the one-month LIBOR was over 5%.

Net Unrealized Appreciation (Depreciation) on Derivative

        Net unrealized appreciation (depreciation) on derivative is the net change in the fair value of our interest rate cap during the year, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. The unrealized appreciation on derivative during the year ended September 30, 2009 resulted from the reversal of previously recorded unrealized depreciation when the loss was realized during the three months ended March 31, 2009. For the year ended September 30, 2008, the unrealized depreciation was due to a decrease in the fair market value of our interest rate cap agreement.

48


Table of Contents

Net Unrealized Appreciation (Depreciation) on Investments

        Net unrealized appreciation (depreciation) on investments is the net change in the fair value of our investment portfolio during the year, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. The net unrealized appreciation on investments for the year ended September 30, 2009 consisted of the following:

•       Control investments

  $ 1,564  

•        Non-Control/Non-Affiliate investments

    (16,582 )

•       Reversal of previously unrealized depreciation upon realization of losses

    24,531  
       
 

Total

  $ 9,513  
       

        We believe that our investment portfolio was valued at a depreciated value due primarily to the general instability of the loan markets. Although our investment portfolio has depreciated, our entire portfolio was fair valued at 88% of cost as of September 30, 2009. The cumulative unrealized depreciation of our investments does not have an impact on our current ability to pay distributions to stockholders; however, it may be an indication of future realized losses, which could ultimately reduce our income available for distribution.

Net Unrealized Appreciation on Borrowings under Line of Credit

        Unrealized appreciation on borrowings under line of credit is the net change in the fair value of our line of credit borrowings during the year, including the reversal of previously recorded unrealized appreciation or depreciation when gains and losses are realized. During the year ended September 30, 2009, we elected to apply ASC 825, "Financial Instruments," which requires that we apply a fair value methodology to the KEF Facility. We estimated the fair value of the KEF Facility using estimates of value provided by an independent third party and our own assumptions in the absence of observable market data, including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. The KEF Facility was fair valued at $83,350 as of September 30, 2009, and an unrealized appreciation of $350 was recorded for the year ended September 30, 2009.

Net Increase (Decrease) in Net Assets from Operations

        For the year ended September 30, 2009, we realized a net increase in net assets resulting from operations of $3,783 as a result of the factors discussed above. For the year ended September 30, 2008, we realized a net decrease in net assets resulting from operations of $21,262. Our net increase (decrease) in net assets resulting from operations per basic and diluted weighted average common share for the years ended September 30, 2009 and 2008 were $0.18 and ($1.08), respectively.

49


Table of Contents

COMPARISON OF THE FISCAL YEARS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

        A comparison of our operating results for the fiscal years ended September 30, 2008 and 2007 is below:

 
  For the year ended
September 30,
   
   
 
 
  2008   2007   $ Change   % Change  

INVESTMENT INCOME

                         
 

Interest income—non control/non affiliate investments

  $ 44,733   $ 35,413   $ 9,320     26.3 %
 

Interest income—control investments

    64         64      
 

Interest income—cash

    335     256     79     30.9 %
 

Interest income—notes receivable from employees

    471     526     (55 )   (10.5 )%
 

Prepayment fees and other income

    122     492     (370 )   (75.2 )%
                   
   

Total investment income

    45,725     36,687     9,038     24.6 %
                   

EXPENSES

                         
 

Interest expense

    8,284     7,226     1,058     14.6 %
 

Loan servicing fee

    6,117     3,624     2,493     68.8 %
 

Base management fee

    2,212     2,402     (190 )   (7.9 )%
 

Incentive fee

    5,311     4,608     703     15.3 %
 

Administration fee

    985     719     266     37.0 %
 

Professional fees

    911     523     388     74.2 %
 

Amortization of deferred financing fees

    1,534     267     1,267     474.5 %
 

Stockholder related costs

    443     217     226     104.1 %
 

Directors' fees

    220     234     (14 )   (6.0 )%
 

Insurance expense

    227     249     (22 )   (8.8 )%
 

Other expenses

    325     328     (3 )   (0.9 )%
                   
   

Expenses before credit from Adviser

    26,569     20,397     6,172     30.3 %
 

Credit to base management and incentive fees from Adviser

    (7,397 )   (5,971 )   (1,426 )   23.9 %
                   
   

Total expenses net of credit to base management and incentive fees

    19,172     14,426     4,746     32.9 %
                   

NET INVESTMENT INCOME

    26,553     22,261     4,292     19.3 %
                   

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, DERIVATIVE AND BORROWINGS UNDER LINE OF CREDIT:

                         
 

Net realized (loss) gain on investments

    (787 )   44     (831 )   (1,888.6 )%
 

Realized gain on settlement of derivative

    7     39     (32 )   (82.1 )%
 

Net unrealized depreciation on derivative

    (12 )   (38 )   26     (68.4 )%
 

Net unrealized depreciation on investments

    (47,023 )   (7,354 )   (39,669 )   539.4 %
                   
   

Net loss on investments and derivative

    (47,815 )   (7,309 )   (40,506 )   554.2 %

NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 
$

(21,262

)

$

14,952
   
(36,214

)
 
(242.2

)%
                   

Investment Income

        Interest income from our investments in debt securities of private companies increased for the year ended September 30, 2008 as compared to the prior year. The level of interest income from investments is directly related to the balance, at cost, of the interest-bearing investment portfolio

50


Table of Contents


outstanding during the year multiplied by the weighted average yield. The weighted average yield varies from year to year based on the current stated interest rate on interest-bearing investments and the amounts of loans for which interest is not accruing. Interest income from our investments increased during the year ended September 30, 2008 based on the overall growth in the cost basis of our investments, offset by the decrease in the weighted average yield. The success fees during the year ended September 30, 2008 and 2007 were $998 and $2,249 respectively. The success fees for the year ended September 30, 2008 resulted from refinancings by Westlake Hardware, Inc. and Defiance Acquisition Corp., and a full repayment by Express Courier International, while the success fees for the year ended September 30, 2007 resulted from a refinancing by Badanco Acquisition Corp. and full repayments by Mistras Holdings Corp., SCPH Holdings and Allied Extruders LLC.


Year ended September 30, 2008

Company
  Interest
Income
  % of
Total
 

Sunshine Media

  $ 2,939     6.6 %

Reliable Biopharma

    2,870     6.4 %

Westlake Hardware

    2,852     6.4 %

Clinton Holdings

    1,902     4.2 %

Winchester Electronics

    1,399     3.1 %
           

Subtotal

  $ 11,962     26.7 %

Other companies

    32,835     73.3 %
           

Total interest income

  $ 44,797     100.0 %
           


Year ended September 30, 2007

Company
  Interest
Income
  % of
Total
 

Westlake Hardware

  $ 1,918     5.4 %

Badanco

    1,905     5.4 %

Mistras Holdings

    1,356     3.8 %

Clinton Holdings

    1,321     3.7 %

Specialty Coatings

    1,285     3.7 %
           

Subtotal

  $ 7,785     22.0 %

Other companies

    27,628     78.0 %
           

Total interest income

  $ 35,413     100.0 %
           

51


Table of Contents

        Interest income from invested cash increased for the year ended September 30, 2008 as compared to the prior year due to the amount of cash that was held in interest bearing accounts and the interest earned on our custodial account prior to disbursement.

        Interest income from loans to our employees, in connection with the exercise of employee stock options, decreased for the year ended September 30, 2008 as compared to the prior year due to the cancellation in full of one employee loan during the fourth quarter of the prior fiscal year, and full repayment of another employee loan in the second quarter of the year ended September 30, 2008.

        Prepayment fees and other income decreased for the year ended September 30, 2008 as compared to the prior year. The income for the prior year consisted of prepayment penalty fees received upon the full repayment of certain loan investments ahead of contractual maturity and prepayment fees received upon the early unscheduled principal repayments, which was based on a percentage of the outstanding principal amount of the loan at the date of prepayment.

Operating Expenses

        Operating expenses, net of credits from the Adviser for fees earned and voluntary irrevocable and unconditional waivers to the base management and incentive fees, increased for the year ended September 30, 2008 as compared to the prior year due to a significant increase in interest expense, loan servicing fees and amortization of deferred financing fees incurred in connection with certain amendments to our credit facility.

        Interest expense increased for the year ended September 30, 2008 as compared to the prior year due primarily to increased borrowings under our line of credit and an increase in the interest rates on our borrowings. The borrowings were partially used to finance the increase in our investment activity during the fiscal year ended September 30, 2008.

        Loan servicing fees increased for the year ended September 30, 2008 as compared to the prior year. These fees were incurred in connection with a loan servicing agreement between Business Loan and our Adviser, which is based on the size and mix of the portfolio. The average size of our investment portfolio, excluding equity investments and control investments, was approximately $375,563 for the year ended September 30, 2008 as compared to approximately $281,313 for the year ended September 30, 2007. In terms of portfolio mix, senior syndicated loans comprised 7.3% and 10.7% of the portfolio during the year ended September 30, 2008 and 2007, respectively. Due to voluntary, irrevocable and unconditional waivers in place during these years, senior syndicated loans incurred a 0.5% annual fee, whereas proprietary loans incurred a 1.5% annual fee. All of these fees were reduced against the amount of the base management fee due to our Adviser.

        The base management fee decreased for the year ended September 30, 2008 as compared to the prior year. The base management fee is computed quarterly as described under "Investment Advisory

52


Table of Contents


and Management Agreement" in Note 4 to the accompanying consolidated financial statements, and is summarized in the table below:

 
  Year ended  
 
  September 30,
2008
  September 30,
2007
 

Base management fee(1)

  $ 2,212   $ 2,402  

Credit for fees received by Adviser from the portfolio companies(2)

    (1,678 )   (1,660 )

Fee reduction for the voluntary, irrevocable and unconditional waiver of 2% fee on senior syndicated loans to 0.5%(3)

    (408 )   (481 )
           
 

Net base management fee

  $ 126   $ 261  
           

(1)
Base management fee is net of loan servicing fees per the terms of the Advisory Agreement.

(2)
Effective April 1, 2007, the board of directors of our Adviser reduced the amount of voluntary, irrevocable and unconditional credit for investment advisory fees received by our Adviser from 100% of the fees received to 50% of the fees received. Therefore, the year ended September 30, 2008 and the last six months of the year ended September 30, 2007 reflect the reduced credit for fees received by our Adviser.

(3)
The board of our Adviser voluntarily, irrevocably and unconditionally waived, for the year ended September 30, 2008 and 2007, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations.

        Incentive fee increased for the year ended September 30, 2008 as compared to the prior year. The board of our Adviser voluntarily, irrevocably and unconditionally waived on a quarterly basis the entire incentive fee for each quarter of the year ended September 30, 2008 and a portion of the incentive fee due for each quarter of the year ended September 30, 2007. The incentive fee and associated credits are summarized in the table below:

 
  Year ended  
 
  September 30,
2008
  September 30,
2007
 

Incentive fee

  $ 5,311   $ 4,608  

Credit from voluntary, irrevocable and unconditional waiver issued by Adviser's board of directors

    (5,311 )   (3,830 )
           
 

Net incentive fee

  $   $ 778  
           

        Administration fee increased for the year ended September 30, 2008 as compared to the prior year, due to the addition of administration staff and related expenses.

        Professional fees, consisting primarily of legal and audit fees, increased for the year ended September 30, 2008 as compared to the prior year due primarily to legal fees incurred in connection with converting troubled loans to control investments.

        Amortization of deferred financing fees, in connection with our line of credit, increased for the year ended September 30, 2008 as compared to the prior year due to the amortization of additional fees incurred with certain amendments to our line of credit. In February 2008, we increased the DB Facility from $220 million to $250 million, and in April 2008, increased the DB Facility to $300 million and added BB&T as a committed lender. In June 2008, we renewed the DB Facility. The fees incurred

53


Table of Contents


for the above amendments are recorded in deferred financing fees on our consolidated statements of assets and liabilities, and amortized over the life of the DB Facility.

        Stockholder related costs increased for the year ended September 30, 2008 as compared to the prior year. Stockholder related costs include such recurring items as transfer agent fees, NASDAQ listing fees, costs associated with SEC filings, and annual report printing and distribution costs. These fees increased during the year ended September 30, 2008 due to the size and quantity of our annual report and additional expenses for the annual stockholder meeting and proxy costs compared to the prior year.

        Directors' fees decreased for the year ended September 30, 2008 as compared to the prior year. The fees consisted of amortization of the directors' annual stipend and meeting stipends.

        Insurance expense decreased for the year ended September 30, 2008 as compared to the prior year, due to a decrease in the amortization of our directors and officers insurance policy premiums.

        Other expenses decreased slightly for the year ended September 30, 2008 as compared to the prior year. The expenses primarily represent direct expenses such as travel related specifically to our portfolio companies, loan evaluation services for our portfolio companies, press releases and backup servicer expenses.

Net Realized (Loss) Gain on Investments

        Net realized loss on investments during the year ended September 30, 2008 resulted from the partial sale of the senior subordinated term debt of Greatwide Logistics, as well as the unamortized investment acquisition costs related to the Anitox and Macfadden loans, which were repaid in full during the year, as compared to the net realized gain on investments during the year ended September 30, 2007 from the sale or repayment of 27 syndicated loan investments.

Net Realized Gain on Settlement of Derivative

        During the years ended September 30, 2008 and September 30, 2007, we received interest rate cap agreement payments of $7 and $39, respectively, as a result of the one month LIBOR exceeding 5%.

Net Unrealized Depreciation on Derivative

        Net unrealized depreciation on derivative during the year ended September 30, 2008 was due to a decrease in the fair market value of our interest rate cap agreement.

Net Unrealized Depreciation on Investments

        The net unrealized depreciation on investments during the year ended September 30, 2008 was mainly attributable to the decrease in fair value of our portfolio. We believe that our investment portfolio was valued at a depreciated value due primarily to the general instability of the loan markets and, to a lesser extent, the use of a modified valuation procedure for our non-control/non-affiliate investments. Previously, we valued the debt portion of bundled debt and equity investments in non-controlled companies in accordance with Board-approved valuation procedures, which valued the debt securities at the contractual principal balance, if it was determined total enterprise value was sufficient to cover the contractual principal balance. Consistent with the Board's ongoing review and analysis of appropriate valuation procedures, and in consideration of the fair value measurements of ASC 820, the Board of Directors modified our valuation procedure so that the debt portion of bundled investments in non-controlled companies is primarily based on opinions of value provided by SPSE. This change in valuation estimate accounted for $2,887, or 6.1%, of the net unrealized depreciation for the year. Although our investment portfolio has depreciated, our entire portfolio was fair valued at 88.5% of cost as of September 30, 2008. The unrealized depreciation of our investments does not have an impact on our current ability to pay distributions to stockholders, however, it may be an indication of future realized losses, which could ultimately reduce our income available for distribution.

54


Table of Contents

Net (Decrease) Increase in Net Assets from Operations

        For the year ended September 30, 2008, we realized a net decrease in net assets resulting from operations of $21,262 as a result of the factors discussed above. For the year ended September 30, 2007, we realized a net increase in net assets resulting from operations of $14,952. Our net (decrease) increase in net assets resulting from operations per basic and diluted weighted average common share for the years ended September 30, 2008 and 2007 were ($1.08) and $1.13, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

        Net cash provided by operating activities for the year ended September 30, 2009 was $95,521 and consisted primarily of proceeds received from the syndicated loan sales and the net loss realized on those sales and principal payments received from existing investments. In contrast, net cash used in operating activities for the years ended September 30, 2008 and 2007 were $80,218 and $116,984, respectively, and consisted of the purchase of new investments, partially offset by principal loan repayments.

        At September 30, 2009, we had investments in debt securities, or loans to or syndicated participations in 48 private companies with a cost basis totaling $364,393. At September 30, 2008, we had investments in debt securities, or loans to or syndicated participations in 63 private companies with a cost basis totaling $460,870. At September 30, 2007, we had investments in debt securities, or loans to or syndicated participations in 56 private companies with a cost basis totaling approximately $355,759.

55


Table of Contents

        During the fiscal years ended September 30, 2009, 2008 and 2007, the following investment activity occurred during each quarter of the respective fiscal year:

Quarter Ended
  New
Investments(1)
  Principal
Repayments(2)
  Proceeds from
Sales/Exits(3)
  Net Gain (Loss)
on Disposal
 

September 30, 2009

  $ 1,652   $ 4,071   $ 7,241   $ (12,086 )

June 30, 2009

    7,582     15,439     39,750     (10,594 )

March 31, 2009

    8,430     13,053         (2,000 )

December 31, 2008

    8,702     14,927     2,212     (1,731 )
                   

Total fiscal year 2009

  $ 26,366   $ 47,490   $ 49,203   $ (26,411 )
                   

September 30, 2008

 
$

39,048
 
$

21,381
 
$

1,299
 
$

(701

)

June 30, 2008

    43,678     40,755         (86 )

March 31, 2008

    20,483     3,000          

December 31, 2007

    73,341     4,047          
                   

Total fiscal year 2008

  $ 176,550   $ 69,183   $ 1 ,299   $ (787 )
                   

September 30, 2007

 
$

7,972
 
$

22,015
 
$

 
$

(37

)

June 30, 2007

    126,087     20,913     16,660     (5 )

March 31, 2007

    75,330     20,063     18,200     84  

December 31, 2006

    52,311     23,967         2  
                   

Total fiscal year 2007

  $ 261,700   $ 86,958   $ 34,860   $ 44  
                   

(1)
New Investments

 
  New Investments    
   
 
 
  Disbursements to
Existing Portfolio
Companies
  Total
Disbursements
 
Quarter Ended
  Companies   Investments  

September 30, 2009

      $   $ 1,652   $ 1,652  

June 30, 2009

            7,582     7,582  

March 31, 2009

            8,430     8,430  

December 31, 2008

            8,702     8,702  
                   

Total fiscal year 2009

      $   $ 26,366   $ 26,366  
                   

September 30, 2008

   
3

(a)

$

33,375
 
$

5,673
 
$

39,048
 

June 30, 2008

    3 (b)   35,750     7,928     43,678  

March 31, 2008

    1 (c)   13,700     6,783     20,483  

December 31, 2007

    5 (d)   57,992     15,349     73,341  
                   

Total fiscal year 2008

    12   $ 140,817   $ 35,733   $ 176,550  
                   

September 30, 2007

   
 
$

 
$

7,972
 
$

7,972
 

June 30, 2007

    20 (e)   112,709     13,378     126,087  

March 31, 2007

    12 (f)   53,138     22,192     75,330  

December 31, 2006

    20 (g)   48,827     3,484     52,311  
                   

Total fiscal year 2007

    52   $ 214,674   $ 47,026   $ 261,700  
                   

(a)
AKQA, VantaCore and Tulsa Welding School

(b)
Saunders, Legend and BAS Broadcasting

56


Table of Contents

(c)
ACE Expediters

(d)
Interfilm, Reliable, Lindmark, GS Maritime and GFRC

(e)
Includes acquisition of loans in 16 companies from Wells Fargo Foothill in June 2007 (totaling $63,259)

(f)
Most notably Clinton Holdings and Greatwide Logistics

(g)
Most notably Precision and Pinnacle Treatment Centers
(2)
Principal Repayments:

Quarter Ended
  Number of
Companies
Fully Exited
  Unscheduled
Principal
Repayments(*)
  Scheduled
Principal
Repayments
  Total Principal
Repayments
 

September 30, 2009

      $   $ 4,071   $ 4,071  

June 30, 2009

    1 (a)   10,449     4,990     15,439  

March 31, 2009

    (b)   7,813     5,240     13,053  

December 31, 2008

    2 (c)   6,966     7,961     14,927  
                   

Total fiscal year 2009

    3   $ 25,228   $ 22,262   $ 47,490  
                   

September 30, 2008

   
2

(d)

$

12,797
 
$

8,584
 
$

21,381
 

June 30, 2008

    3 (e)   28,134     12,621     40,755  

March 31, 2008

    (f)   500     2,500     3,000  

December 31, 2007

            4,047     4,047  
                   

Total fiscal year 2008

    5   $ 41,431   $ 27,752   $ 69,183  
                   

September 30, 2007

   
3

(g)

$

17,889
 
$

4,126
 
$

22,015
 

June 30, 2007

    5 (h)   17,061     3,852     20,913  

March 31, 2007

    1 (i)   17,785     2,278     20,063  

December 31, 2006

    3 (j)   20,860     3,107     23,967  
                   

Total fiscal year 2007

    12   $ 73,595   $ 13,363   $ 86,958  
                   

(*)
Includes principal payments due to excess cash flows, covenant violations, exits, refinancing, etc.

(a)
Full payoff from Multi-Ag Media ($1,687), partial payoff from Saunders line of credit ($2,500) and refinancing from ActivStyle ($6,262).

(b)
Refinancing from ACE Expediters and Sunburst media.

(c)
Full payoff from Community Media and Country Road.

(d)
Full payoff from Express Courier International and Meteor Holding.

(e)
Full payoff from Macfadden Performing Arts, Reading Broadcasting and SCS ($25,074) and partial payoff from Anitox Senior Real Estate Term Debt ($3,060).

(f)
Partial payoff from Risk Metrics Senior Subordinated Term Debt.

(g)
Full payoff from Advanced Homecare Management, Florida Cable and Ohmstede Acquisition.

(h)
Full payoff from Allied Extruders, Benetech, Consolidated Bedding SCPH Holdings and IPC.

57


Table of Contents

(i)
Full payoff from Network Solutions ($4,455) and refinancing from Badanco Acquisition Corp. ($13,330).

(j)
Full payoff from Fresh Start Bakeries, Mistras Holdings and Xspedius.
(3)
Loan Sales / Exits:

Quarter Ended
  Number of
Companies
Fully Exited
  Proceeds
Received
  Position
(Principal)
Exited
  Unamortized
Loan Costs(*)
  Net (Loss)
Gain on Exit
 

September 30, 2009

    3 (a) $ 7,241   $ (19,321 ) $ (6 ) $ (12,086 )

June 30, 2009

    8 (b)   39,750     (52,295 )   1,951     (10,594 )

March 31, 2009

    1 (c)       (2,000 )       (2,000 )

December 31, 2008

    (d)   2,212     (3,950 )   7     (1,731 )
                       

Total fiscal year 2009

    12   $ 49,203   $ (77,566 ) $ 1,952   $ (26,411 )
                       

September 30, 2008

   

(e)

$

1,299
 
$

(2,000

)

$

 
$

(701

)

June 30, 2008

                (86 )   (86 )

March 31, 2008

                     

December 31, 2007

                     
                       

Total fiscal year 2008

      $ 1,299   $ (2,000 ) $ (86 ) $ (787 )
                       

September 30, 2007

   
 
$

 
$

 
$

(37

)

$

(37

)

June 30, 2007

    9 (f)   16,660     (16,660 )   (5 )   (5 )

March 31, 2007

    7 (g)   18,200     (18,200 )   84     84  

December 31, 2006

                2     2  
                       

Total fiscal year 2007

    16   $ 34,860   $ (34,860 ) $ 44   $ 44  
                       

(*)
Includes balance of premiums, discounts and acquisition cost at time of exit.

(a)
Full sale of CHG and John Henry syndicated loans, write-off of Badanco loan, and partial sale of Kinetek syndicated loan (senior subordinated debt).

(b)
Full sale of 8 loans (7 syndicated and 1 non-syndicated) and partial sale of CHG, GTM and Wesco syndicated loans (senior term debt).

(c)
Write-off of Greatwide syndicated loan (senior subordinated term debt).

(d)
Partial sale of Greatwide Logistics syndicated loan (senior term debt).

(e)
Partial sale of Greatwide Logistics syndicated loan (senior subordinated term debt).

(f)
Full sale of nine syndicated loans, most notably Generac and Hudson Products.

(g)
Full sale of seven syndicated loans, most notably ACS Media and West Corp.

58


Table of Contents

        The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments.

 
  Amount  

Fiscal Year Ending September 30,

       

2010

  $ 50,033  

2011

    86,116  

2012

    72,836  

2013

    123,225  

2014

    19,347  

Thereafter

    6,851  
       

Total Contractual Repayments

    358,408  

Investments in equity securities

    5,478  

Unamortized premiums, discounts and investment acquisition costs on debt securities

    507  
       

Total

  $ 364,393  
       

Investing Activities

        Net cash provided by investing activities for the fiscal year ended September 30, 2008 was $2,484 for the redemption of a U.S. Treasury Bill with an original maturity of six months. Net Cash used in investing activities for the fiscal year ended September 30, 2007 was $2,484 for the purchase of the U.S. Treasury Bill. The U.S. Treasury Bill was purchased with proceeds from our initial stock purchase in our wholly owned subsidiary, Gladstone Financial Corporation (previously known as Gladstone SSBIC Corporation).

Financing Activities

        Net cash used in financing activities for the fiscal year ended September 30, 2009 was $96,738 and mainly consisted of net payments on our line of credit of $68,030, distribution payments of $26,570 and financing fees of $2,103 associated with the KEF Facility which was entered into on May 15, 2009.

        Net cash provided by financing activities for the fiscal year ended September 30, 2008 was $75,388 and mainly consisted of net borrowings on our line of credit of $6,590, proceeds of $105,374, net of offering costs, from the issuance of common stock and distribution payments of $33,379.

        Net cash provided by financing activities for the fiscal year ended September 30, 2007 was $127,575 and mainly consisted of net borrowings on our line of credit of $94,447, proceeds of $56,764, net of offering costs, from the issuance of common stock and distribution payments of $22,141.

Distributions

        In order to qualify as a RIC and to avoid corporate level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. In accordance with these requirements, we declared and paid monthly cash dividends of $0.14 per common share for each month from October 2008 through March 2009 and $0.07 per common share for each month from April 2009 through September 2009. We declared and paid monthly cash dividends of $0.14 per common share during each month of the fiscal years ended September 30, 2008 and September 30, 2007.

        For the year ended September 30, 2009, our distribution payments of approximately $26,570 exceeded our net investment income by $5,539. We declared these distributions based on our estimates

59


Table of Contents


of net investment income for the fiscal year. Our investment pace was slower than expected and, consequently, our net investment income was lower than our original estimates. A portion of the distributions declared during fiscal 2009 is expected to be treated as a return of capital to our stockholders.

Section 19(a) Disclosure—Unaudited

        Our Board of Directors estimates the source of the distributions at the time of their declaration as required by Section 19(a) of the 1940 Act. On a monthly basis, if required under Section 19(a), we post a Section 19(a) notice through the Depository Trust Company's Legal Notice System, or LENS, and also send to our registered stockholders a written Section 19(a) notice along with the payment of dividends for any payment which includes a dividend estimated to be paid from any other source other than net investment income. The estimates of the source of the distribution are interim estimates based on GAAP that are subject to revision, and the exact character of the distributions for tax purposes cannot be determined until our final books and records are finalized for the calendar year. Following the calendar year end, after we have determined definitive information, if we have made distributions of taxable income (or return of capital), we will deliver a Form 1099-DIV to our stockholders specifying such amount and the tax characterization of such amount. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes.

        The following GAAP estimates were made by the Board of Directors during the quarter ended September 30, 2009:

Month Ended
  Ordinary
Income
  Return of
Capital
  Total
Dividend
 

July 31, 2009

  $ 0.089   $ (0.019 ) $ 0.070  

August 31, 2009

    0.087     (0.017 )   0.070  

September 30, 2009

    0.086     (0.016 )   0.070  

        Because the Board of Directors declares dividends at the beginning of a quarter, it is difficult to estimate how much of our monthly dividends and distributions, based on GAAP, will come from ordinary income, capital gains and returns of capital. Subsequent to the quarter ended September 30, 2009, the following corrections were made to the above listed estimates for that quarter:

Month Ended
  Ordinary
Income
  Return of
Capital
  Total
Dividend
 

July 31, 3009

  $ 0.099   $ (0.029 ) $ 0.070  

August 31, 2009

    0.057     0.013     0.070  

September 30, 2009

    0.041     0.029     0.070  

        For dividends declared subsequent to quarter end, the following estimates, based on GAAP, have been made pursuant to Section 19(a) of the 1940 Act:

Month Ended
  Ordinary
Income
  Return of
Capital
  Total
Dividend
 

October 31, 2009

  $ 0.080   $ (0.010 ) $ 0.070  

November 30, 2009

    0.079     (0.009 )   0.070  

December 31, 2009

    0.078     (0.008 )   0.070  

60


Table of Contents

Tax Information for the Year Ended September 30, 2009—Unaudited

        We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements

        Our distributions to stockholders included $27 from long-term capital gains, subject to the 15% rate gains category.

        For taxable non-corporate stockholders, none of our income represents qualified dividend income subject to the 15% rate category.

Issuance of Equity

        We have filed a registration statement with the SEC, which we refer to as the Registration Statement, of which this prospectus is a part, that permits us to issue, through one or more transactions, up to an aggregate of $300,000 in securities, consisting of common stock, senior common stock, preferred stock, subscription rights, warrants representing rights to purchase shares of common stock, debt securities, or a combination of the foregoing.

        We anticipate issuing equity securities to obtain additional capital in the future. However, we cannot determine the terms of any future equity issuances or whether we will be able to issue equity on terms favorable to us, or at all. Additionally, when our common stock is trading below NAV, we will have regulatory constraints under the 1940 Act on our ability to obtain additional capital in this manner. Generally, the 1940 Act provides that we may not issue and sell our common stock at a price below our NAV per share, other than to our then existing stockholders pursuant to a rights offering, without first obtaining approval from our stockholders and our independent directors. As of September 30, 2009, our NAV per share was $11.81 and our closing market price was $8.93 per share. Subsequent to that date our stock has consistently traded at discounts of up to 36% of our September 30, 2009 NAV per share. On December 7, 2009, our closing market price was $7.99 per share. To the extent that our common stock continues to trade at a market price below our NAV per share, we will generally be precluded from raising equity capital through public offerings of our common stock, other than pursuant to stockholder approval or a rights offering. The asset coverage requirement of a BDC under the 1940 Act effectively limits our ratio of debt to equity to 1:1. To the extent that we are unable to raise capital through the issuance of equity, our ability to raise capital through the issuance of debt may also be inhibited to the extent of our regulatory debt to equity ratio limits.

        At our annual meeting of stockholders held on February 19, 2009, stockholders approved a proposal which authorizes us to sell shares of our common stock at a price below our then current NAV per share for a period of one year, provided that our Board of Directors makes certain determinations prior to any such sale. At the upcoming annual stockholders meeting scheduled for February 18, 2010, our stockholders will again be asked to vote in favor of renewing this proposal for another year.

Revolving Credit Facility

        On May 15, 2009 we, through our wholly-owned subsidiary Business Loan, entered into the KEF Facility. BB&T also joined the KEF Facility as a committed lender. In connection with entering into the KEF Facility, we borrowed $35,881 under the KEF Facility to make a final payment to Deutsche Bank AG in satisfaction of all unpaid principal and interest owed to Deutsche Bank under the prior credit agreement. The KEF Facility may be expanded up to $200,000 through the addition of other committed lenders to the facility. Without the addition of other committed lenders, the KEF Facility provides a total commitment of $102,000 through May 11, 2010, and $77,000 thereafter. The KEF

61


Table of Contents


Facility matures on May 14, 2010, and if the facility is not renewed or extended by this date, all principal and interest will be due and payable within one year of maturity. In addition, if the facility is not renewed, our lenders have the right to apply all principal and interest collections we receive to amounts outstanding under the KEF Facility.

        Advances under the KEF Facility will generally bear interest at the 30-day LIBOR or commercial paper rate (subject to a minimum rate of 2%), plus 4% per annum, with a commitment fee of 0.75% per annum on undrawn amounts. As of September 30, 2009, there was a cost basis of approximately $83,000 of borrowings outstanding under the KEF Facility at an average rate of 7.36%, and the remaining borrowing capacity under the KEF Facility was $44,000. Available borrowings are subject to various constraints imposed under the KEF Facility, based on the aggregate loan balance pledged by Business Loan. Interest is payable monthly during the term of the KEF Facility.

        Subsequent to September 30, 2009, we reduced the size of the KEF Facility by $25,000, from $127,000 to $102,000. Under the KEF Facility the first $50,000 of commitment reductions are applied against KEF's commitment. Therefore, the entire $25,000 was subtracted from KEF's commitment, reducing it from $100,000 to $75,000 and leaving BB&T's commitment unchanged at $27,000. As a result of the manner in which our borrowing base is calculated under the KEF Facility, the reductions did not affect our borrowing capacity under the KEF Facility at the time of the reductions.

        The KEF Facility contains covenants that require Business Loan to maintain its status as a separate entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to our credit and collection policies. The facility also limits payments of distributions. Further, the KEF Facility requires us to pay distributions only from estimated net investment income. As of September 30, 2009, Business Loan was in compliance with all of the facility covenants.

        We elected to apply ASC 825, Financial Instruments, specifically for the KEF Facility, which was consistent with its application of ASC 820 to its investments. ASC 825 requires that we apply a fair value methodology to the KEF Facility. We estimated the fair value of the KEF Facility using estimates of value provided by an independent third party and our own assumptions in the absence of observable market data, including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. The following table presents the KEF Facility carried at fair value as of September 30, 2009, by caption on the accompanying consolidated statements of assets and liabilities for each of the three levels of hierarchy established by ASC 820-10:

 
  As of September 30, 2009  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in
Consolidated
Statement of
Assets and Liabilities
 

Borrowings under Line of Credit(a)

  $   $   $ 83,350   $ 83,350  
                   
 

Total

  $   $   $ 83,350   $ 83,350  
                   

(a)
Unrealized appreciation of $350 is reported on the accompanying consolidated statements of operations for the year ended September 30, 2009.

        In conjunction with entering into the KEF Facility, we amended a performance guaranty, which remains substantially similar to the form under the previous facility. The loan documents require us to maintain a minimum net worth of $200,000 plus 50% of all equity issuances after May 2009, to maintain "asset coverage" with respect to "senior securities representing indebtedness" of at least 200%, in accordance with Section 18 of the 1940 Act, and to maintain our status as a BDC under the

62


Table of Contents

1940 Act and as a RIC under the Code. As of September 30, 2009, we were in compliance with all covenants under the performance guaranty.

        Our continued compliance with these covenants, however, depends on many factors, some of which are beyond our control. In particular, depreciation in the valuation of our assets, which valuation is subject to changing market conditions that are presently very volatile, affects our ability to comply with these covenants. Given the continued deterioration in the capital markets, net unrealized depreciation in our portfolio may occur in future periods and threaten our ability to comply with the covenants under our KEF Facility. Accordingly, there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we are unable to obtain a waiver from the lenders, could accelerate our repayment obligations under the KEF Facility and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay distributions.

        There can be no guarantee that we will be able to renew, extend or replace the KEF Facility on terms that are favorable to us, or at all. Our ability to obtain replacement financing will be constrained by current economic conditions affecting the credit markets. Consequently, any renewal, extension or refinancing of the KEF Facility will likely result in significantly higher interest rates and related charges and may impose significant restrictions on the use of borrowed funds with regard to its ability to fund investments or maintain distributions. For instance, in connection with the establishment of the KEF Facility in May 2009, the size of the line was reduced from $162,000 under our prior facility to $127,000 under the KEF Facility, and Deutsche Bank AG, who was a committed lender under our prior credit facility elected not to participate in the KEF Facility and withdrew its commitment. If we are not able to renew, extend or refinance the KEF Facility, this would likely have a material adverse effect on our liquidity and ability to fund new investments or pay distributions to our stockholders. Our inability to pay distributions could result in our failing to qualify as a RIC. Consequently, any income or gains could become taxable at corporate rates. If we are unable to secure replacement financing, we will be forced to sell certain assets on disadvantageous terms, which may result in realized losses such as those recently recorded in connection with the syndicated loan sales, which resulted in a realized loss of approximately $26,411 during the year ended September 30, 2009. Such realized losses could materially exceed the amount of any unrealized depreciation on these assets as of our most recent balance sheet date, which would have a material adverse effect on its results of operations. In addition to selling assets, or as an alternative, we may issue equity in order to repay amounts outstanding under the KEF Facility. Based on the recent trading prices of our stock, such an equity offering may have a substantial dilutive impact on our existing stockholders' interest in our earnings and assets and voting interest in it.

Contractual Obligations and Off-Balance Sheet Arrangements

        As of September 30, 2009, we were not party to any signed term sheets for potential investments. We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K as of September 30, 2009.

Quantitative and Qualitative Disclosures About Market Risk

        Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The prices of securities held by us may decline in response to certain events, including those directly involving the companies whose securities are owned by us; conditions affecting the general economy; overall market changes; local, regional or global political, social or economic instability; and interest rate fluctuations.

        The primary risk we believe we are exposed to is interest rate risk. Because we borrow money to make investments, our net investment income is dependent upon the difference between the rate at

63


Table of Contents


which we borrow funds and the rate at which we invest those funds. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. We use a combination of debt and equity capital to finance our investing activities. We may use interest rate risk management techniques to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. We have analyzed the potential impact of changes in interest rates on interest income net of interest expense.

        While we expect that ultimately approximately 20% of the loans in our portfolio will be made at fixed rates, with approximately 80% made at variable rates, currently substantially all of our investment portfolio is at variable rates. At September 30, 2009, our portfolio consisted of the following:

83%       variable rates with a floor
2%       variable rates with a floor and ceiling
11%       variable rates without a floor or ceiling
4%       fixed rate
         
100%       total
         

        All of our variable-rate loans have rates associated with either the current LIBOR or prime rate.

        To illustrate the potential impact of changes in interest rates on our net increase in net assets resulting from operations, we have performed the following analysis, which assumes that our balance sheet remains constant and no further actions are taken to alter our existing interest rate sensitivity.

Basis Point Change
  Increase
(Decrease) in
Interest Income
  Increase
(Decrease) in
Interest Expense
  Net Increase (Decrease) in
Net Assets Resulting
from Operations
 

Up 200 basis points

  $ 668   $ 1,660   $ (992 )

Up 100 basis points

    275     830     (555 )

Down 100 basis points

    (156 )   (830 )   674  

Down 200 basis points

    (263 )   (1,660 )   1,397  

        Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for potential changes in credit quality, size and composition of our loan portfolio on the balance sheet and other business developments that could affect net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

        We may also experience risk associated with investing in securities of companies with foreign operations. We currently do not anticipate investing in debt or equity of foreign companies, however, some potential portfolio companies may have operations located outside the United States. These risks include, but are not limited to, fluctuations in foreign currency exchange rates, imposition of foreign taxes, changes in exportation regulations and political and social instability.


SALES OF COMMON STOCK BELOW NET ASSET VALUE

        At our 2009 annual stockholders meeting, our stockholders approved our ability to sell or otherwise issue shares of our common stock at a price below the then current net asset value, or NAV, per share during a one year period, which we refer to as the Stockholder Approval, beginning on February 19, 2009, and expiring on the first anniversary of the date of the 2009 annual stockholders meeting. At the upcoming annual stockholders meeting scheduled for February 18, 2010, our stockholders will again be asked to vote in favor of renewing this proposal for another year. In order to sell shares of common stock pursuant to this authorization, no further authorization from our stockholders will be solicited but a majority of our directors who have no financial interest in the sale

64


Table of Contents


and a majority of our independent directors must (i) find that the sale is in our best interests and in the best interests of our stockholders and (ii) in consultation with any underwriter or underwriters of the offering, make a good faith determination as of a time either immediately prior to the first solicitation by us or on our behalf of firm commitments to purchase such shares of common stock, or immediately prior to the issuance of such common stock, that the price at which such shares of common stock are to be sold is not less than a price which closely approximates the market value of those shares of common stock, less any distributing commission or discount.

        Any offering of common stock below its NAV per share will be designed to raise capital for investment in accordance with our investment objective.

        In making a determination that an offering of common stock below its NAV per share is in our and our stockholders' best interests, our board of directors will consider a variety of factors including:

        Our board of directors will also consider the fact that sales of shares of common stock at a discount will benefit our Adviser as our Adviser will earn additional investment management fees on the proceeds of such offerings, as it would from the offering of any other of our securities or from the offering of common stock at a premium to NAV per share.

        We will not sell shares of our common stock under this prospectus or an accompanying prospectus supplement pursuant to the Stockholder Approval without first filing a post-effective amendment to the registration statement if the cumulative dilution to our NAV per share from offerings under the registration statement exceeds 15%. This would be measured separately for each offering pursuant to the registration statement by calculating the percentage dilution or accretion to aggregate NAV from that offering and then summing the percentage from each offering. For example, if our most recently determined NAV per share at the time of the first offering is $10.00 and we have 140 million shares outstanding, the sale of 35 million shares at net proceeds to us of $5.00 per share (a 50% discount) would produce dilution of 10%. If we subsequently determined that our NAV per share increased to $11.00 on the then 175 million shares outstanding and then made an additional offering, we could, for example, sell approximately an additional 43.75 million shares at net proceeds to us of $8.25 per share, which would produce dilution of 5%, before we would reach the aggregate 15% limit. If we file a new post-effective amendment, the threshold would reset.

        Sales by us of our common stock at a discount from NAV per share pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who

65


Table of Contents


participate in the offering. Any sale of common stock at a price below NAV per share would result in an immediate dilution to existing common stockholders who do not participate in such sale on at least a pro-rata basis. See "Risk Factors—Risks Related to an Investment in Our Common Stock."

        The following three headings and accompanying tables explain and provide hypothetical examples on the impact of an offering of our common stock at a price less than NAV per share on three different types of investors:

Impact on Existing Stockholders who do not Participate in an Offering

        Our existing stockholders who do not participate in an offering below NAV per share or who do not buy additional shares in the secondary market at the same or lower price we obtain in the offering (after expenses and commissions) face the greatest potential risks. These stockholders will experience an immediate decrease (often called dilution) in the NAV of the shares they hold and their NAV per share. These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we will experience in our assets, potential earning power and voting interests due to the offering. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discounts increase. Further, if current stockholders do not purchase sufficient shares to maintain their percentage interest, regardless of whether such offering is above or below the then current NAV, their voting power will be diluted.

        The following table illustrates the level of NAV dilution that would be experienced by a nonparticipating stockholder in three different hypothetical offerings of different sizes and levels of discount from NAV per share, although it is not possible to predict the level of market price decline that may occur. Actual sales prices and discounts may differ from the presentation below.

        The examples assume that we have 1,000,000 common shares outstanding, $15,000,000 in total assets and $5,000,000 in total liabilities. The current NAV and NAV per share are thus $10,000,000 and $10.00, respectively. The table illustrates the dilutive effect on a nonparticipating stockholder of (1) an offering of 50,000 shares (5% of the outstanding shares) at $9.50 per share after offering expenses and commission (a 5% discount from NAV), (2) an offering of 100,000 shares (10% of the outstanding shares) at $9.00 per share after offering expenses and commissions (a 10% discount from NAV) and (3) an offering of 200,000 shares (20% of the outstanding shares) at $8.00 per share after offering expenses and commissions (a 20% discount from NAV). The prospectus supplement pursuant to which

66


Table of Contents


any discounted offering is made will include a chart based on the actual number of shares of common stock in such offering and the actual discount to the most recently determined NAV.

 
   
  Example 1
5% Offering
at 5% Discount
  Example 2
10% Offering
at 10% Discount
  Example 3
20% Offering
at 20% Discount
 
 
  Prior to Sale
Below NAV
  Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
 

Offering Price

                                           

Price per Share to Public

      $ 10.00       $ 9.47       $ 8.42      

Net Proceeds per Share to Issuer

      $ 9.50       $ 9.00       $ 8.00      

Decrease to NAV per Share

                                           

Total Shares Outstanding

    1,000,000     1,050,000     5.00 %   1,100,000     10.00 %   1,200,000     20.00 %

NAV per Share

  $ 10.00   $ 9.98     (0.20 )% $ 9.91     (0.90 )% $ 9.67     (3.33 )%

Dilution to Stockholder

                                           

Shares Held by Stockholder

    10,000     10,000         10,000         10,000      

Percentage Held by Stockholder

    1.0 %   0.95 %   (4.76 )%   0.91 %   (9.09 )%   0.83 %   (16.67 )%
 

Total Asset Values

                                           

Total NAV Held by Stockholder

  $ 100,000   $ 99,800     (0.20 )% $ 99,100     (0.90 )% $ 96,700     (3.33 )%

Total Investment by Stockholder (Assumed to be $10.00 per Share)

  $ 100,000   $ 100,000       $ 100,000       $ 100,000      
 

Total Dilution to Stockholder (Total NAV Less Total Investment)

      $ (200 )     $ (900 )     $ (3,300 )    

Per Share Amounts

                                           

NAV Per Share Held by Stockholder

      $ 9.98       $ 9.91       $ 9.67      
 

Investment per Share Held by Stockholder (Assumed to be $10.00 per Share on Shares Held prior to Sale)

  $ 10.00   $ 10.00       $ 10.00       $ 10.00      
 

Dilution per Share Held by Stockholder (NAV per Share Less Investment per Share)

      $ (0.02 )     $ (0.09 )     $ (0.33 )    
 

Percentage Dilution to Stockholder (Dilution per Share Divided by Investment per Share)

            (0.20 )%       (0.90 )%       (3.33 )%

Impact on Existing Stockholders who do Participate in an Offering

        Our existing stockholders who participate in an offering below NAV per share or who buy additional shares in the secondary market at the same or lower price as we obtain in the offering (after expenses and commissions) will experience the same types of NAV dilution as the nonparticipating stockholders, albeit at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in our shares immediately prior to the offering. The level of NAV dilution will decrease as the number of shares such stockholders purchase increases. Existing stockholders who buy more than such percentage will experience NAV dilution but will, in contrast to existing stockholders who purchase less than their proportionate share of the offering, experience an increase (often called accretion) in NAV per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over-participates will, however, be subject to the risk that we may make additional discounted offerings in which such stockholder does not participate, in which case such

67


Table of Contents


a stockholder will experience NAV dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discount to NAV increases.

        The following chart illustrates the level of dilution and accretion in the hypothetical 20% discount offering from the prior chart for a stockholder that acquires shares equal to (1) 50% of its proportionate share of the offering (i.e., 1,000 shares, which is 0.50% of the offering 200,000 shares rather than its 1% proportionate share) and (2) 150% of such percentage (i.e., 3,000 shares, which is 1.50% of an offering of 200,000 shares rather than its 1% proportionate share). The prospectus supplement pursuant to which any discounted offering is made will include a chart for this example based on the actual number of shares in such offering and the actual discount from the most recently determined NAV per share. It is not possible to predict the level of market price decline that may occur.

 
   
  50% Participation   150% Participation  
 
  Prior to Sale
Below NAV
  Following
Sale
  %
Change
  Following
Sale
  %
Change
 

Offering Price

                               

Price per Share to Public

      $ 8.42       $ 8.42      

Net Proceeds per Share to Issuer

      $ 8.00       $ 8.00      

Increases in Shares and Decrease to NAV per Share

                               

Total Shares Outstanding

    1,000,000     1,200,000     20.00 %   1,200,000     20.00 %

NAV per Share

  $ 10.00   $ 9.67     (3.33 )% $ 9.67     (3.33 )%

Dilution/Accretion to Stockholder

                               

Shares Held by Stockholder

    10,000     11,000     10.00 %   13,000     30.00 %

Percentage Held by Stockholder

    1.0 %   0.92 %   (8.33 )%   1.08 %   8.33 %
 

Total Asset Values

                               

Total NAV Held by Stockholder

  $ 100,000   $ 106,333     6.33 % $ 125,667     25.67 %

Total Investment by Stockholder (Assumed to be $10.00 per Share on Shares Held prior to Sale)

  $ 100,000   $ 108,420       $ 125,260      
 

Total Dilution/Accretion to Stockholder (Total NAV Less Total Investment)

        (2,087 )     $ 407      

Per Share Amounts

                               

NAV Per Share Held by Stockholder

      $ 9.67       $ 9.67      
 

Investment per Share Held by Stockholder (Assumed to be $10.00 per Share on Shares Held prior to Sale)

  $ 10.00   $ 9.86     (1.44 )% $ 9.64     (3.65 )%
 

Dilution/Accretion per Share Held by Stockholder (NAV per Share Less Investment per Share)

      $ (0.19 )     $ 0.03      
 

Percentage Dilution/Accretion to Stockholder (Dilution/Accretion per Share Divided by Investment per Share)

            (1.92 )%       0.32 %

Impact on New Investors

        Investors who are not currently stockholders, but who participate in an offering below NAV and whose investment per share is greater than the resulting NAV per share (due to selling compensation and expenses paid by us) will experience an immediate decrease, albeit small, in the NAV of their shares and their NAV per share compared to the price they pay for their shares. Investors who are not currently stockholders and who participate in an offering below NAV per share and whose investment per share is also less than the resulting NAV per share due to selling compensation and expenses paid by the issuer being significantly less than the discount per share will experience an immediate increase

68


Table of Contents


in the NAV of their shares and their NAV per share compared to the price they pay for their shares. These investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests. These investors will, however, be subject to the risk that we may make additional discounted offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential decreases in NAV per share. This decrease could be more pronounced as the size of the offering and level of discounts increases.

        The following chart illustrates the level of dilution or accretion for new investors that would be experienced by a new investor in the same 5%, 10% and 20% discounted offerings as described in the first chart above. The illustration is for a new investor who purchases the same percentage (1%) of the shares in the offering as the stockholder in the prior examples held immediately prior to the offering, The prospectus supplement pursuant to which any discounted offering is made will include a chart for this example based on the actual number of shares in such offering and the actual discount from the most recently determined NAV per share. It is not possible to predict the level of market price decline that may occur.

 
   
  Example 1
5% Offering
at 5% Discount
  Example 2
10% Offering
at 10% Discount
  Example 3
20% Offering
at 20% Discount
 
 
  Prior to Sale
Below NAV
  Following
Sale
  %
Change
  Following
Sale
  %
Change
  Following
Sale
  %
Change
 

Offering Price

                                           

Price per Share to Public

      $ 10.00       $ 9.47       $ 8.42      

Net Proceeds per Share to Issuer

      $ 9.50       $ 9.00       $ 8.00      

Decrease to NAV per Share

                                           

Total Shares Outstanding

    1,000,000     1,050,000     5.00 %   1,100,000     10.00 %   1,200,000     20.00 %

NAV per Share

  $ 10.00   $ 9.98     (0.20 )% $ 9.91     (0.90 )% $ 9.67     (3.33 )%

Dilution/Accretion to Stockholder

                                           

Shares Held by Stockholder

        500         1,000         2,000      

Percentage Held by Stockholder

    0.0 %   0.05 %       0.09 %       0.17 %    
 

Total Asset Values

                                           

Total NAV Held by Stockholder

      $ 4,990       $ 9,910       $ 19,340      

Total Investment by Stockholder

      $ 5,000       $ 9,470       $ 16,840      
 

Total Dilution/Accretion to Stockholder (Total NAV Less Total Investment)

      $ (10 )     $ 440       $ 2,500      

Per Share Amounts

                                           

NAV Per Share Held by Stockholder

      $ 9.98       $ 9.91       $ 9.67      
 

Investment per Share Held by Stockholder

      $ 10.00       $ 9.47       $ 8.42      
 

Dilution/Accretion per Share Held by Stockholder (NAV per Share Less Investment per Share)

      $ (0.02 )     $ 0.44       $ 1.25      
 

Percentage Dilution/Accretion to Stockholder (Dilution/Accretion per Share Divided by Investment per Share)

            (0.20 )%       4.65 %       14.85 %

69


Table of Contents


BUSINESS

Overview

        We were incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. Our investment objective is 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 substantially owned by leveraged buyout funds or individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, we may acquire from others existing loans that meet this profile. We also seek to provide our stockholders with long-term capital growth through 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 we have elected to be treated as a business development company under the 1940 Act. In addition, for tax purposes we have elected to be treated as a RIC under the Code.

        We seek to invest in small and medium-sized private U.S. businesses that meet certain criteria, including some but not necessarily all of the following: the potential for growth in cash flow, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, profitable operations based on the borrower's cash flow, reasonable capitalization of the borrower (usually by leveraged buyout funds or venture capital funds) and the potential to realize appreciation and gain liquidity in our equity positions, if any. We anticipate that liquidity in our equity position will be achieved 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 repurchase our warrants, though there can be no assurance that we will always have these rights. We seek to lend to borrowers that need funds to finance growth, restructure their balance sheets or effect a change of control.

        We seek to invest primarily in three categories of debt of private companies:

70


Table of Contents

Investment Concentration

        At September 30, 2009, we had aggregate investments in 48 portfolio companies, and approximately 66.1% of the aggregate fair value of such investments was senior term debt, approximately 33.0% was senior subordinated term debt, no investments were in junior subordinated debt and approximately 0.9% was in equity securities. The following table outlines our investments by type at September 30, 2009 and 2008:

 
  September 30, 2009   September 30, 2008  
 
  Cost   Fair Value   Cost   Fair Value  

Senior Notes

  $ 240,172   $ 212,290   $ 297,910   $ 265,297  

Senior Subordinated Notes

    118,743     105,794     157,927     140,676  

Junior Subordinated Notes

                 

Preferred Equity Securities

    2,028         1,584      

Common Equity Securities

    3,450     2,885     3,449     1,960  
                   

Total Investments

  $ 364,393   $ 320,969   $ 460,870   $ 407,933  
                   

        Investments at fair value consisted of the following industry classifications as of September 30, 2009 and 2008:

 
  September 30, 2009   September 30, 2008  
 
   
  Percentage    
  Percentage  
Industry Classification
  Fair Value   Total
Investments
  Net
Assets
  Fair Value   Total
Investments
  Net
Assets
 

Aerospace & Defense

  $ 1,857     0.6 %   0.7 % $ 4,192     1.0 %   1.6 %

Automobile

    7,999     2.5 %   3.2 %   5,055     1.2 %   1.9 %

Broadcast (TV & Radio)

    43,403     13.5 %   17.4 %   52,336     12.8 %   19.2 %

Buildings & Real Estate

    12,882     4.0 %   5.2 %   13,519     3.3 %   5.0 %

Cargo Transport

    5,427     1.7 %   2.2 %   15,805     3.9 %   5.8 %

Chemicals, Plastics & Rubber

    15,884     4.9 %   6.4 %   16,375     4.0 %   6.0 %

Diversified/Conglomerate Manufacturing

    1,236     0.4 %   0.5 %   3,195     0.8 %   1.2 %

Diversified Natural Resources, Precious Metals & Minerals

    13,589     4.2 %   5.5 %   12,936     3.2 %   4.8 %

Electronics

    27,899     8.7 %   11.2 %   35,208     8.6 %   13.0 %

Farming & Agriculture

    9,309     2.9 %   3.7 %   10,031     2.5 %   3.7 %

Finance

                1,812     0.4 %   0.7 %

Healthcare, Education & Childcare

    58,054     18.1 %   23.3 %   76,642     18.8 %   28.2 %

Home & Office Furnishings

    16,744     5.2 %   6.7 %   15,379     3.8 %   5.7 %

Leisure, Amusement, Movies & Entertainment

    5,091     1.6 %   2.0 %   8,097     2.0 %   3.0 %

Machinery

    9,202     2.9 %   3.7 %   9,834     2.4 %   3.6 %

Mining, Steel, Iron & Non-Precious Metals

    21,926     6.8 %   8.8 %   25,095     6.2 %   9.2 %

Personal & Non-durable Consumer Products

    8,714     2.7 %   3.5 %   9,703     2.4 %   3.6 %

Printing & Publishing

    37,864     11.8 %   15.2 %   60,440     14.8 %   22.2 %

Retail Stores

    23,669     7.4 %   9.5 %   22,800     5.6 %   8.4 %

Textiles & Leather

    220     0.1 %   0.1 %   9,479     2.3 %   3.5 %
                               

Total

  $ 320,969     100.0 %       $ 407,933     100.0 %      
                               

71


Table of Contents

        The investments at fair value were included in the following geographic regions of the United States at September 30, 2009 and 2008:

 
  September 30, 2009   September 30, 2008  
 
   
  Percentage    
  Percentage  
Geographic
Region
  Fair Value   Total
Investments
  Net
Assets
  Fair Value   Total
Investments
  Net
Assets
 

Midwest

  $ 172,263     53.7 %   69.2 % $ 206,271     50.6 %   75.9 %

West

    65,678     20.4 %   26.4 %   85,294     20.9 %   31.4 %

Southeast

    34,708     10.8 %   13.9 %   49,374     12.1 %   18.2 %

Mid-Atlantic

    28,437     8.9 %   11.4 %   50,807     12.4 %   18.7 %

Northeast

    14,170     4.4 %   5.7 %   10,617     2.6 %   3.9 %

U.S. Territory

    5,713     1.8 %   2.3 %   5,570     1.4 %   2.0 %
                               

  $ 320,969     100.0 %       $ 407,933     100.0 %      
                               

        The geographic region indicates the location of the headquarters for our portfolio companies. A portfolio company may have a number of other business locations in other geographic regions.

        Our loans typically range from $5 million to $20 million, generally mature in no more than seven years and accrue interest at a fixed or variable rate that exceeds the prime rate. Because the majority of the loans in our portfolio consist of term debt of private companies that typically cannot or will not expend the resources to have their debt securities rated by a credit rating agency, we expect that most, if not all, of the debt securities we acquire will be unrated. Accordingly, we cannot accurately predict what ratings these loans might receive if they were in fact rated, and thus cannot determine whether or not they could be considered "investment grade" quality.

Our Investment Adviser and Administrator

        Gladstone Management Corporation, or the Adviser, is led by a management team which has extensive experience in our lines of business. Our Adviser also has a wholly-owned subsidiary, Gladstone Administration, LLC, or the Administrator, which employs our chief financial officer, chief compliance officer, internal counsel, treasurer and their respective staffs. Excluding our chief financial officer, all of our executive officers are officers or directors, or both, of our Adviser and our Administrator.

        Our Adviser and Administrator also provide investment advisory and administrative services, respectively, to our affiliates Gladstone Commercial, a publicly traded real estate investment trust; Gladstone Investment, a publicly traded business development company; and Gladstone Land Corporation, a private agricultural real estate company owned by David Gladstone, our chairman and chief executive officer. All of our directors and executive officers, with the exception of our chief financial officer, serve as either directors or executive officers, or both, of Gladstone Commercial and Gladstone Capital. In the future, our Adviser and Administrator may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.

        We have been externally managed by our Adviser pursuant to a contractual investment advisory arrangement since October 1, 2004. Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the Investment Advisers' Act of 1940, as amended. Our Adviser is headquartered in McLean, Virginia, a suburb of Washington, D.C., and our Adviser also has offices in New York, New Jersey, Illinois, Texas and Georgia.

72


Table of Contents

Corporate Information

        Our executive offices are located at 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102 and our telephone number is (703) 287-5800. Our corporate website is located at http://www.gladstonecapital.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

Our Investment Strategy

        Our strategy is to make loans at favorable interest rates to small and medium-sized businesses. Our Adviser uses the loan referral networks of Messrs. Gladstone, Stelljes and Brubaker and of its managing directors to identify and make senior and subordinated loans to borrowers that need funds to finance growth, restructure their balance sheets or effect a change of control. We believe that our business strategy will enable us 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 or individual investors or family-owned businesses. In addition, from time to time we might acquire existing loans that meet this profile. 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 might receive when we make loans.

        We target small and medium-sized private businesses that meet certain criteria, including some but not necessarily all of the following: the potential for growth in cash flow, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, profitable operations based on the borrower's cash flow, reasonable capitalization of the borrower (usually by leveraged buyout funds or venture capital funds) and the potential to realize appreciation and gain liquidity in our equity position, if any. We may achieve liquidity in an equity position 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 repurchase our warrants, although we cannot assure you that we will always have these rights. We can also achieve a similar effect by requiring the borrower to pay us conditional interest, which we refer to as a success fee, upon the occurrence of certain events. Success fees are dependent upon the success of the borrower and the occurrence of a triggering event, and are paid in lieu of warrants to purchase common stock of the borrower.

Investment Process

        To originate loans, our Adviser's investment professionals use an extensive referral network comprised primarily of venture capitalists, leveraged buyout fund managers, investment bankers, attorneys, accountants, commercial bankers and business brokers. Our Adviser's investment professionals review informational packages received from these and other sources in search of potential financing opportunities. If a potential opportunity matches our investment objective, the investment professionals will seek an initial screening of the opportunity from our Adviser's investment committee, which is composed of Mr. Gladstone, Mr. Brubaker and Mr. Stelljes. If the prospective portfolio company passes this initial screening, the investment professionals conduct a due diligence investigation and create a detailed profile summarizing the prospective portfolio company's historical financial statements, industry and management team and analyzing its conformity to our general investment criteria. The investment professionals then present this profile to our Adviser's investment committee, which must approve each investment. Further, each financing is reviewed and approved by the members of our Board of Directors, a majority of whom are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act.

73


Table of Contents

        We have identified certain characteristics that we believe are important in identifying and investing in prospective portfolio companies. The criteria listed below provide general guideposts for our lending and investment decisions, although not all of these criteria may be met by each portfolio company.

        Our Adviser conducts what we believe are extensive due diligence investigations of our prospective portfolio companies and investment opportunities. Our due diligence investigation may begin with a review of publicly available information, and will generally include some or all of the following:

74


Table of Contents

        Upon completion of a due diligence investigation and a decision to proceed with an investment, our Adviser's lending professionals who have primary responsibility for the investment present the investment opportunity to our Adviser's investment committee, which consists of Messrs. Gladstone, Brubaker and Stelljes. The investment committee determines whether to pursue the potential investment. Additional due diligence of a potential investment may be conducted on our behalf by attorneys and independent accountants prior to the closing of the investment, as well as other outside advisers, as appropriate.

        We also rely on the long-term relationships that our Adviser's professionals have with venture capitalists, leveraged buyout fund managers, investment bankers, commercial bankers and business brokers, and on the extensive direct experiences of our executive officers and managing directors in providing debt and equity capital to small and medium-sized private businesses.

        We typically invest in senior, senior subordinated and junior subordinated loans. Our loans typically range from $5 million to $20 million, although the size of our investments may vary as our capital base changes. Our loans generally mature within seven years and accrue interest at a variable rate that exceeds the LIBOR and prime rates. In the past, some of our loans have had a provision that calls for some portion of the interest payments to be deferred and added to the principal balance so that the interest is paid, together with the principal, at maturity. This form of deferred interest is often called "paid in kind," or PIK, interest, and, when earned, we record PIK interest as interest income and add the PIK interest to the principal balance of the loans. As of September 30, 2009, two loans in our portfolio contained PIK provisions.

        To the extent possible, our loans generally are collateralized by a security interest in the borrower's assets. In senior and subordinated loans, we do not usually have the first claim on these assets. Interest payments on loans we make will generally be made monthly or quarterly (except to the extent of any PIK interest) with amortization of principal generally being deferred for several years. The principal amount of the loans and any accrued but unpaid interest will generally become due at maturity at five to seven years. We seek to make loans that are accompanied by warrants to purchase stock in the borrowers or other yield enhancement features, such as success fees. Any warrants that we receive will typically have an exercise price equal to the fair value of the portfolio company's common stock at the time of the loan and entitle us to purchase a modest percentage of the borrower's stock. Success fees are conditional interest that is paid if the borrower is successful. The success fee is calculated as additional interest on the loan and is paid upon the occurrence of certain triggering events, such as the sale of the borrower. If the event or events do not occur, no success fee will be paid.

        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 may jeopardize our investment in that borrower.

        As noted above, we expect to receive yield enhancements in connection with many of our loans, which may include warrants to purchase stock or success fees. 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

75


Table of Contents

accompanying equity interests or other yield enhancements. 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, 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.

        Risk Management.    We seek to limit the downside risk of our investments by:

        Pending investment in private companies, we 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, which we refer to collectively as temporary investments, so that at least 70% of our assets are "qualifying assets," for purposes of the business development company provisions of the 1940 Act. For information regarding regulations to which we are subject and the definition of "qualifying assets," see "Regulation as a Business Development Company."

        Although it has not yet happened, nor do we expect this to happen in the near future, when one of our portfolio companies goes public, we may undertake hedging strategies with regard to any equity interests that we may have in that company. 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 it would establish other investments designed to gain from those same developments. Therefore, by engaging in hedging transactions, we could 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. Hedging strategies can pose risks to us and our stockholders, but we believe that such activities are manageable because they will be limited to only a portion of our portfolio.

        Section 12(a)(3) of the 1940 Act prohibits us from effecting a short sale of any security "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 . . ." 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. In addition, our ability to engage in short sales may be limited by the 1940 Act's leverage

76


Table of Contents


limitations. We will only engage in hedging activities in compliance with applicable laws and regulations.

Competitive Advantages

        A large number of entities compete with us and make the types of investments that we seek to make in small and medium-sized privately-owned businesses. Such competitors include private equity funds, leveraged buyout funds, 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 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 restrictions that the 1940 Act imposes on us as a business development company. However, we believe that we have the following competitive advantages over other providers of financing to small and mid-sized businesses:

        David Gladstone, our chairman and chief executive officer, is also the chairman and chief executive officer of our Adviser and the Gladstone Companies, and has been involved in all aspects of the Gladstone Companies' investment activities, including serving as a member of our Adviser's investment committee. Terry Lee Brubaker is our vice chairman, chief operating officer and secretary and has substantial experience in acquisitions and operations of companies. George Stelljes III is our president and chief investment officer and has extensive experience in leveraged finance. Messrs. Gladstone, Brubaker and Stelljes have principal management responsibility for our Adviser as its senior executive officers. These individuals dedicate a significant portion of their time to managing our investment portfolio. Our senior management has extensive experience providing capital to small and mid-sized companies and has worked together for more than 10 years. In addition, we have access to the resources and expertise of our Adviser's investment professionals and supporting staff who possess a broad range of transactional, financial, managerial and investment skills.

        Our Adviser seeks to identify potential investments both through active origination and due diligence and through its dialogue with numerous management teams, members of the financial community and potential corporate partners with whom our Adviser's investment professionals have long-term relationships. We believe that our Adviser's investment professionals have developed a broad network of contacts within the investment, commercial banking, private equity and investment management communities, and that their reputation in investment management enables us to identify well-positioned prospective portfolio companies which provide attractive investment opportunities. Additionally, our Adviser expects to generate information from its professionals' network of accountants, consultants, lawyers and management teams of portfolio companies and other companies.

        In making its investment decisions, our Adviser focuses on the risk and reward profile of each prospective portfolio company, seeking to minimize the risk of capital loss without foregoing the potential for capital appreciation. We expect our Adviser to use the same value-and-income-oriented investment philosophy that its professionals use in the management of the other Gladstone Companies

77


Table of Contents

and to commit resources to management of downside exposure. Our Adviser's approach seeks to reduce our risk in investments by using some or all of the following approaches:

        Unlike private equity and venture capital funds that are typically organized as finite-life partnerships, we are not subject to standard periodic capital return requirements. The partnership agreements of most private equity and venture capital funds typically provide that these funds may only invest investors' capital once and must return all capital and realized gains to investors within a finite time period, often seven to ten years. These provisions often force private equity and venture capital funds to seek returns on their investments by causing their portfolio companies to pursue mergers, public equity offerings, or other liquidity events more quickly than might otherwise be optimal or desirable, potentially resulting in both a lower overall return to investors and an adverse impact on their portfolio companies. We believe that our flexibility to make investments with a long-term view and without the capital return requirements of traditional private investment vehicles provides us with the opportunity to achieve greater long-term returns on invested capital.

        We believe our management team's broad expertise and its ability to draw upon many years of combined experience enables our Adviser to identify, assess, and structure investments successfully across all levels of a company's capital structure and manage potential risk and return at all stages of the economic cycle. We are not subject to many of the regulatory limitations that govern traditional lending institutions such as banks. As a result, we are flexible in selecting and structuring investments, adjusting investment criteria and transaction structures, and, in some cases, the types of securities in which we invest. We believe that this approach enables our Adviser to identify attractive investment opportunities that will continue to generate current income and capital gain potential throughout the economic cycle, including during turbulent periods in the capital markets. One example of our flexibility is our ability to exchange our publicly-traded stock for the stock of an acquisition target in a tax-free reorganization under the Code. After completing an acquisition in such an exchange, we can restructure the capital of the small company to include senior and subordinated debt.

        For the purpose of making investments other than temporary investments and to take advantage of favorable interest rates, we may issue senior debt securities (including borrowings under our current line of credit) 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 are exposed to the risks of leverage. Although borrowing money for investments increases the potential for gain, it also increases the risk of loss. A decrease in the value of our investments will have a greater impact on the value of our common stock to the extent

78


Table of Contents

that we have borrowed 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, provided that such an issuance adheres to the requirements of the 1940 Act. See "Regulation as a Business Development Company—Asset Coverage" for a discussion of our leveraging constraints.

Ongoing Relationships with and Monitoring of Portfolio Companies

        Our Adviser's investment professionals led by Terry Brubaker, our chief operating officer, monitor the financial trends of each portfolio company on an ongoing basis to determine if each is meeting its respective business plans and to assess the appropriate course of action for each company. We monitor the status and performance of each portfolio company and use it to evaluate the overall performance of our portfolio.

        Our Adviser employs various methods of evaluating and monitoring the performance of each of our portfolio companies, which include some or all of the following:

        As a business development company, we make available significant managerial assistance to our portfolio companies and provide other services to such portfolio companies. Neither we nor our Adviser currently receives fees in connection with managerial assistance. Our Adviser provides other services to our portfolio companies and receives fees for these other services, certain of which are credited by 50% against the investment advisory fees that we pay our Adviser.

        The following is a general description of the steps we take each quarter to determine the value of our investment portfolio. We value our investments in accordance with the requirements of the 1940 Act. We value securities for which market quotations are readily available at their market value. We value all other securities and assets at fair value as determined in good faith by our Board of Directors. In determining the value of our investments, our Adviser has established the Policy. The Policy has been approved by our Board of Directors, and each quarter the Board of Directors reviews whether our Adviser has applied the Policy consistently and votes whether or not to accept the recommended valuation of our investment portfolio. Due to the uncertainty inherent in the valuation process, such

79


Table of Contents

estimates of fair value may differ significantly from the values that would have been obtained had a ready market for the securities existed. Investments for which market quotations are readily available are recorded in our financial statements at such market quotations. With respect to any investments for which market quotations are not readily available or reliable, we perform the following valuation process each quarter:

        Our valuation policies, procedures and processes are more fully described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Investment Valuation."

Investment Advisory and Management Agreement

        We are externally managed pursuant to contractual arrangements with our Adviser, under which our Adviser has directly employed our personnel and paid our payroll, benefits, and general expenses directly. The management services and fees in effect under the Advisory Agreement are described below. In addition to the fees described below, certain fees received by our Adviser from our portfolio companies were 100% credited, prior to April 1, 2007, or 50% credited subsequent to April 1, 2007, against the investment advisory fee. In addition, we continue to pay our direct expenses including, but not limited to, directors fees, legal and accounting fees, and stockholder related expenses under the Advisory Agreement.

        Under the Advisory Agreement, we pay our Adviser an annual base management fee of 2% of our average gross assets, which is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.

        We also pay our Adviser a two-part incentive fee under the Advisory Agreement. The first part of the incentive fee is an income-based incentive fee which rewards our Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets (the hurdle rate). We pay our Adviser an income-based incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

80


Table of Contents

Quarterly Incentive Fee Based on Net Investment Income

GRAPHIC

        The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date), equals 20% of our realized capital gains as of the end of the fiscal year. In determining the capital gains-based incentive fee payable to our Adviser, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since our inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains-based incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains-based incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years.

        Beginning in April 2006, our Board of Directors has accepted from the Adviser unconditional and irrevocable voluntary waivers on a quarterly basis to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5%, to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations. These waivers were applied through September 30, 2009, and any waived fees may not be recouped by our Adviser in the future.

        When our Adviser receives fees from our portfolio companies, such as investment banking fees, structuring fees or executive recruiting services fees, 50% of certain of these fees are credited against the base management fee that we would otherwise be required to pay to our Adviser.

        In addition, our Adviser services the loans held by Business Loan in return for which our Adviser receives a 1.5% annual fee based on the monthly aggregate outstanding loan balance of the loans pledged under our credit facility. This fee directly reduces the amount of fee payable under the Advisory Agreement. Loan servicing fees of $5,620 were incurred for the fiscal year ended September 30, 2009, all of which were directly credited against the amount of the base management fee due to our Adviser under the Advisory Agreement.

        We pay our direct expenses including, but not limited to, directors' fees, legal and accounting fees, stockholder-related expenses, and directors and officers insurance under the Advisory Agreement.

81


Table of Contents

Administration Agreement

        Under the Administration Agreement, we pay separately for administrative services. The Administration Agreement provides for payments equal to our allocable portion of our Administrator's overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of our Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, chief compliance officer, internal counsel, treasurer and their respective staffs. Our allocable portion of expenses is derived by multiplying our Administrator's total expenses by the percentage of our average total assets (the total assets at the beginning and end of each quarter) in comparison to the average total assets of all companies managed by our Adviser under similar agreements.

Code of Ethics

        We and our Adviser have each adopted a Code of Ethics and Business Conduct applicable to our officers, directors and all employees of our Adviser and our Administrator that complies with the guidelines set forth in Item 406 of Regulation S-K of the Securities Act. As required by the 1940 Act, this code establishes procedures for personal investments, restricts certain transactions by our personnel and requires the reporting of certain transactions and holdings by our personnel. A copy of this code is available for review, free of charge, at our website at http://www.gladstonecapital.com. We intend to provide any required disclosure of any amendments to or waivers of the provisions of this code by posting information regarding any such amendment or waiver to our website within four days of its effectiveness.

Compliance Policies and Procedures

        We and our Adviser have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws, and our Board of Directors is required to review these compliance policies and procedures annually to assess their adequacy and the effectiveness of their implementation. We have designated a chief compliance officer, John Dellafiora, Jr., who also serves as chief compliance officer for our Adviser.

Competition

        A large number of entities compete with us and make the types of investments that we seek to make in small and medium-sized privately-owned businesses. Such competitors include private equity funds, leveraged buyout funds, 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 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 restrictions that the 1940 Act imposes on us as a business development company. There is no assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. In addition, because 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 objective or that we will be able to meet our investment goals. Recently we have seen an increase in our competition such that terms and rates for proposed loans have been reduced. However, we believe that our extensive loan referral network and flexible transaction structuring enable us to compete effectively for opportunities in the current market environment.

82


Table of Contents

Staffing

        We do not currently have any employees and do not expect to have any employees in the foreseeable future. Currently, services necessary for our business are provided by individuals who are employees of our Adviser and our Administrator pursuant to the terms of the Advisory Agreement and the Administration Agreement, respectively. Excluding our chief financial officer, each of our executive officers is an employee or officer, or both, of our Adviser or our Administrator. No employee of our Adviser and our Administrator will dedicate all of his or her time to us. However, we expect that 25-30 full time employees of our Adviser and our Administrator will spend substantial time on our matters during the remainder of calendar year 2009 and all of calendar year 2010. To the extent we acquire more investments, we anticipate that the number of employees of our Adviser and our Administrator who devote time to our matters will increase.

        As of November 13, 2009, our Adviser and Administrator collectively had 54 full-time employees. A breakdown of these employees is summarized by functional area in the table below:

Number of
Individuals
  Functional Area
12   Executive Management
34   Investment Management, Portfolio Management and Due Diligence
8   Administration, Accounting, Compliance, Human Resources, Legal and Treasury

Properties

        We do not own any real estate or other physical properties materially important to our operations. Gladstone Management Corporation is the current leaseholder of all properties in which we operate. We occupy these premises pursuant to the Advisory Agreement and Administration Agreement. Our Adviser and Administrator are headquartered in McLean, Virginia and our Adviser also has operations in New York, New Jersey, Illinois, Texas and Georgia.

Legal Proceedings

        We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

83


Table of Contents


PORTFOLIO COMPANIES

        The following table sets forth certain information as of September 30, 2009, regarding each portfolio company in which we had a debt or equity security as of such date. All such investments have been made in accordance with our investment policies and procedures described in this prospectus.

Portfolio Company(1)
  Nature of Business   Type of Security(2)   % of
Class
Owned
on a Fully
Diluted
Basis
  Cost of
Intial
Value of
Investment
  Value of
Investment
as of
September 30,
2009
 

NON-CONTROL/NON-AFFILIATE INVESTMENTS

                       

Non-syndicated Loans:

                           

Access Television Network, Inc.
2600 Michelson Drive, Ste 1650
Irvine, California 91612

 

Service-cable airtime (infomercials)

 

Senior Term Debt (14.5%, Due 12/2009)(5)(9)

       
$

963,012
 
$

867,770
 

ACE Expediters, Inc

 

Service-over-the-ground

 

Senior Term Debt (13.5%, Due 9/2014)(5)(13)

         
5,106,167
   
4,863,624
 
 

220 Weber St.

  logistics   Common Stock Warrants(8)     100 %   200,000     563,695  
 

Orlando, FL 23893

                           

ActivStyle Acquisition Co.

 

Service-medical products

 

Senior Term Debt (13.0%, Due 4/2014)(3)(5)

         
4,000,000
   
3,940,000
 
 

3100 Pacific Street North

  distribution                        
 

Minneapolis, MN 55411

                           

Allison Publications, LLC

 

Service-publisher of

 

Senior Term Debt (10.0%, Due 9/2012)(5)

         
9,709,045
   
8,745,920
 
 

4311 Oak Lawn, Suite 100

  consumer oriented   Senior Term Debt (13.0%, Due 12/2010)(5)           260,000     245,700  
 

Dallas, Texas 75219

  magazines                        

Anitox Acquisition Company

 

Manufacturing-preservatives

 

Line of Credit, $3,000 available (4.5%, Due 1/2010)(5)

         
1,700,000
   
1,680,875
 
 

1055 Progress Circle

  for animal feed   Senior Term Debt (8.5%, Due 1/2012)(5)           2,877,000     2,823,056  
 

Lawrenceville, GA 30043

      Senior Term Debt (10.5%, Due 1/2012)(3)(5)           3,688,000     3,581,970  

BAS Broadcasting

 

Service-radio station

 

Senior Term Debt (11.5%, Due 7/2013)(5)

         
7,300,000
   
5,840,000
 
 

905 West State St.

  operator   Senior Term Debt (12.0%, Due 7/2009)(3)(5)(12)           950,000     475,000  
 

Fremont, OH 43420

                           

CCS, LLC

 

Service-cable TV franchise

 

Senior Term Debt (non-accrual, Due 8/2008)(5)(10)(12)

         
630,957
   
126,191
 
 

729 S. Bernard

  owner                        
 

Spokane, Washington 99204

                           

Chinese Yellow Pages Company

 

Service-publisher of Chinese

 

Line of Credit, $700 available (7.3%, Due 9/2010)(5)

         
450,000
   
427,500
 
 

51 West Mountain Road

  language directories   Senior Term Debt (7.3%, Due 9/2010)(5)           517,650     487,766  
 

Ridgefield, CT 06877

                           

CMI Acquisition, LLC

 

Service-recycling

 

Senior Subordinated Term Debt (10.3%, Due 11/2012)(5)

         
6,232,667
   
5,889,870
 
 

4211 E. 43rd St. Place

                           
 

Kearney, NE 68848

                           

Doe & Ingalls Management LLC

 

Distributor-specialty

 

Senior Term Debt (6.8%, Due 11/2010)(5)

         
2,300,000
   
2,265,500
 
 

1301 Person Street

  chemicals   Senior Term Debt (7.8%, Due 11/2010)(3)(5)           4,365,000     4,266,788  
 

Durham, NC 27703

                           

Finn Corporation

 

Manufacturing-landscape

 

Common Stock Warrants(8)

   
100

%
 
37,000
   
1,223,472
 
 

9281 Lesaint Drive

  equipment                        
 

Fairfield, OH 45014

                           

GFRC Holdings LLC

 

Manufacturing-glass-fiber

 

Line of Credit, $2,000 available (4.5%, Due 12/2010)

         
   
 
 

3615 Miller Park Dr.

  reinforced concrete   Senior Term Debt (9.0%, Due 12/2012)(5)           6,598,623     6,450,154  
 

Garland, TX 75042

      Senior Subordinated Term Debt (11.5%, Due 12/2012)(3)(5)           6,665,625     6,432,328  

Global Materials

 

Manufacturing-steel wool

 

Senior Term Debt (13.0%, Due 6/2010)(3)(5)

         
4,410,000
   
3,528,000
 
 

Technologies, Inc.

  products and metal fibers                        
 

1540 E. Dundee Road

                           
 

Palatine, IL 60067

                           

Heartland Communications Group

 

Service-radio station

 

Senior Term Debt (10.0%, Due 5/2011)(5)

         
4,566,535
   
2,725,800
 
 

4650 West Spencer Street

  operator                        
 

Appleton, Wisconsin 54914

                           

Interfilm Holdings, Inc.

 

Service-slitter and

 

Senior Term Debt (12.3%, Due 10/2012)(5)

         
4,950,000
   
4,714,875
 
 

223 Pine Road

  distributor of plastic                        
 

Easley, SC 29642

  films                        

International Junior Golf

 

Service-golf training

 

Line of Credit, $1,500 available (9.0%, Due 5/2010)(5)

         
700,000
   
689,500
 
 

Training Acquisition Company

      Senior Term Debt (8.5%, Due 5/2012)(5)           2,120,500     2,035,680  
 

58 Hospital Center Common

      Senior Term Debt (10.5%, Due 5/2012)(3)(5)           2,500,000     2,365,625  
 

Hilton Head, SC 29926

                           

84


Table of Contents

Portfolio Company(1)
  Nature of Business   Type of Security(2)   % of
Class
Owned
on a Fully
Diluted
Basis
  Cost of
Intial
Value of
Investment
  Value of
Investment
as of
September 30,
2009
 

KMBQ Corporation

 

Service-AM/FM radio

 

Line of Credit, $200 available (11.0%, Due 3/2010)(5)

        $ 153,000   $ 68,850  
 

2200 East Parks Highway

  broadcaster   Senior Term Debt (11.0%, Due 3/2010)(5)           1,784,732     801,448  
 

Wasilla, Alaska 99654

                           

Legend Communications of

 

Service-operator of radio

 

Line of Credit, $500 available (12.0%, Due 6/2011)(5)

         
497,491
   
450,229
 
 

Wyoming LLC

  stations   Senior Term Debt (12.0%, Due 6/2013)(5)           9,372,759     8,482,347  
 

6805 Douglas Legum Dr, Ste 100

                           
 

Elkridge, MD 21075

                           

Newhall Holdings, Inc.

 

Service-distributor of

 

Line of Credit, $3,000 available (11.3%, Due 5/2010)(5)

         
1,000,000
   
945,000
 
 

26529 Ruether Ave

  personal care products and   Senior Term Debt (5) (11.3%, Due 5/2012)(5)           3,870,000     3,657,150  
 

Santa Clarita, CA 91350

  supplements   Senior Term Debt (14.3%, Due 5/2012)(3)(5)           4,410,000     4,112,325  

Northern Contours, Inc.

 

Manufacturing-veneer and

 

Senior Subordinated Term Debt (10.0%, Due 5/2010)(5)

         
6,562,500
   
5,414,063
 
 

409 South Roberts Street

  laminate components                        
 

Fergus Falls, MN 56537

                           

Pinnacle Treatment Centers, Inc.

 

Service-Addiction treatment

 

Line of Credit, $500 available (4.5%, Due 12/2009)

         
   
 
 

59 31st Street

  centers   Senior Term Debt (10.5%, Due 12/2011)(5)           2,750,000     2,633,125  
 

Pittsburgh, PA 15201

      Senior Term Debt (10.5%, Due 12/2011)(3)(5)           7,500,000     7,059,375  

Precision Acquisition Group

 

Manufacturing-consumable

 

Equipment Note (8.5%, Due 10/2011)(5)

         
1,000,000
   
987,500
 
 

Holdings, Inc.

  components for the   Senior Term Debt (8.5%, Due 10/2010) (5)           4,250,000     4,191,563  
 

435 Burt Street

  aluminum industry   Senior Term Debt (11.5%, Due 10/2010)(3)(5)           4,074,000     4,023,075  
 

Sistersville, WV 26175

                           

PROFITSystems

 

Service-design and develop

 

Line of Credit, $350 available (4.5%, Due 7/2010)

         
   
 
 

Acquisition Co.

  ERP software   Senior Term Debt (8.5%, Due 7/2011)(5)           1,600,000     1,468,000  
 

422 E. Vermijo Ave, Suite 100

      Senior Term Debt (10.5%, Due 7/2011)(3)(5)           2,900,000     2,631,750  
 

Colorado Springs, CO 80903

                           

RCS Management Holding Co.

 

Service-healthcare supplies

 

Senior Term Debt (8.5%, Due 1/2011)(3)(5)

         
2,437,500
   
2,382,656
 
 

16535 Southpark Drive

      Senior Term Debt (10.5%, Due 1/2011)(4)(5)           3,060,000     2,949,075  
 

Westfield, IN 46074

                           

Reliable Biopharmaceutical

 

Manufacturing-

 

Line of Credit, $5,000 available (9.0%, Due 10/2010)(5)

         
800,000
   
788,000
 
 

Holdings, Inc.

  pharmaceutical and   Mortgage Note (9.5%, Due 10/2014)(5)           7,334,725     7,261,378  
 

1945 Walton Rd.

  biochemical intermediates   Senior Term Debt (9.0%, Due 10/2012)(5)           1,530,000     1,507,050  
 

St. Louis, MO 63114

      Senior Term Debt (11.0%, Due 10/2012)(3)(5)           11,813,089     11,517,762  

      Senior Subordinated Term Debt (12.0%, Due 10/2013)(5)           6,000,000     5,640,000  

      Common Stock Warrants(8)     100 %   208,675     281,808  

Saunders & Associates

 

Manufacturing-equipment

 

Senior Term Debt (9.8%, Due 5/2013)(5)

         
10,780,000
   
10,618,300
 
 

2520 East Rose Garden Ln.

  provider for frequency                        
 

Phoenix, AZ 85050

  control devices                        

SCI Cable, Inc.

 

Service-cable, internet, voice

 

Senior Term Debt (9.3%, Due 10/2008)(5)(12)

         
2,881,491
   
576,298
 
 

6700 South Topeka Boulevard

  provider                        
 

Building 818, Unit N4

                           
 

Topeka, Kansas 66619

                           

Sunburst Media—Louisiana, LLC

 

Service-radio station

 

Senior Term Debt (10.5%, Due 6/2011)(5)

         
6,411,410
   
5,817,188
 
 

300 Crescent Court, Suite 850

  operator                        
 

Dallas, Texas 75201

                           

Sunshine Media Holdings

 

Service-publisher regional

 

Senior Term Debt (11.0%, Due 5/2012)(5)

         
16,948,000
   
15,973,490
 
 

8283 N. Hayden Rd.

  B2B trade magazines   Senior Term Debt (13.5%, Due 5/2012)(3)(5)           10,700,000     9,977,750  
 

Scottsdale, AZ 85258

                           

Thibaut Acquisition Co.

 

Service-design and disbribute

 

Line of Credit, $1,000 available (9.0%, Due 1/2011)(5)

         
1,000,000
   
932,500
 
 

480 Frelinghuysen Avenue

  wall covering   Senior Term Debt (8.5%, Due 1/2011)(5)           1,487,500     1,387,094  
 

Newark, NJ 07114

      Senior Term Debt (12.0%, Due 1/2011)(3)(5)           3,000,000     2,745,000  

Tulsa Welding School

 

Service-private welding school

 

Line of credit, $750 available (9.5%, Due 9/2011)

         
   
 
 

2545 E. 11th St.

      Senior Term Debt (9.5%, Due 9/2013)(5)           4,143,750     4,143,750  
 

Tulsa, OK 74104

      Senior Term Debt (12.8%, Due 9/2013)(5)           7,960,000     7,950,050  

VantaCore

 

Service-acquisition of

 

Senior Subordinated Term Debt (12.0%, Due 8/2013)(5)

         
13,725,873
   
13,588,614
 
 

430 Park Ave., Suite 701

  aggregate quarries                        
 

New York, NY 10022

                           

Viapack, Inc.

 

Manufacturing-polyethylene

 

Senior Real Estate Term Debt (10.0%, Due 3/2011)(5)

         
775,000
   
743,031
 
 

36-08 Review Avenue Long

  film   Senior Term Debt (13.0%, Due 3/2011)(3)(5)           4,060,938     3,893,424  
 

Island City, NY 11101

                           

Visual Edge Technology, Inc.

 

Service-office equipment

 

Line of credit, $3,000 available (10.8%, Due 9/2011)(5)

         
2,981,500
   
2,340,478
 
 

3874 Highland Park NW

  distribution   Senior Subordinated Term Debt (15.5%, Due 8/2011)(5)           5,000,000     3,925,000  
 

North Canton, OH 44720

                           

85


Table of Contents

Portfolio Company(1)
  Nature of Business   Type of Security(2)   % of
Class
Owned
on a Fully
Diluted
Basis
  Cost of
Intial
Value of
Investment
  Value of
Investment
as of
September 30,
2009
 

Westlake Hardware, Inc.

 

Retail-hardware and variety

 

Senior Subordinated Term Debt (9.0%, Due 1/2011)(5)

        $ 15,000,000   $ 14,268,750  
 

14000 Marshall Dr.

      Senior Subordinated Term Debt (10.3%, Due 1/2011)(5)           10,000,000     9,400,000  
 

Lenexa, KS 66215

                           

Winchester Electronics

 

Manufacturing-high bandwidth

 

Senior Term Debt (5.3%, Due 5/2013)(5)

         
1,146,995
   
1,135,525
 
 

62 Barnes Industrial Road

  connectors and cables   Senior Term Debt (5.7%, Due 5/2013)(5)           1,690,213     1,641,621  
 

North Wallingford, CT 06492

      Senior Subordinated Term Debt (14.0%, Due 6/2013)(5)           9,925,000     9,478,375  
                         

Subtotal—Non-syndicated loans

                  298,323,922     277,046,426  
                         

Syndicated Loans:

                           

GTM Holdings, Inc.

 

Manufacturing-socks

 

Senior Subordinated Term Debt (11.8%, Due 4/2014)(6)

         
500,000
   
220,000
 
 

514 West 21st Street

                           
 

P.O. Box 580

                           
 

Newton, NC 28658

                           

Kinetek Acquisition Corp.

 

Manufacturing-custom

 

Senior Term Debt (3.6%, Due 11/2013)(7)

         
1,438,498
   
925,461
 
 

ArborLake Center, Suite 550

  engineered motors & controls                        
 

1751 Lake Cook Road

                           
 

Deerfield, IL 60015

                           

Puerto Rico Cable

 

Service-telecommunications

 

Senior Subordinated Term Debt (7.8%, Due 1/2012)(6)

         
7,173,955
   
5,713,108
 
 

Acquisition Company, Inc.

                           
 

996 Street San Roberto

                           
 

Reparto Loyola, Bo. Monacillos

                           
 

San Juan, PR 00926

                           

Wesco Holdings, Inc.

 

Service-aerospace parts and

 

Senior Subordinated Term Debt (6.0%, Due 3/2014)(7)

         
2,264,262
   
1,856,250
 
 

27727 Avenue Scott

  distribution                        
 

Valencia, CA 91355

                           

WP Evenflo Group

 

Manufacturing-infant and

 

Senior Term Debt (8.0%, Due 2/2013)(6)

         
1,900,686
   
1,235,446
 
 

Holdings Inc.

  juvenile products   Senior Preferred Equity(8)     100 %   333,333      
 

707 Crossroads Court

      Junior Preferred Equity(8)     100 %   111,111      
 

Vandalia, OH 45377

      Common Stock(8)     100 %   2      
                         

Subtotal—Syndicated loans

                  13,721,847     9,950,265  
                         

Total Non-Control/Non-Affiliate Investments

            $ 312,045,769   $ 286,996,691  
                         

CONTROL INVESTMENTS

                           

BERTL, Inc.

 

Service-web-based evaluator

 

Line of Credit, $842 available (non-accrual,

       
$

929,559
 
$

 
 

200 Craig Road

  of digital imaging products   Due 10/2009)(10)(13)(15) Common Stock(8)(15)     100 %   423,548      
 

Manalapan, NJ 07726

                           

Clinton Holdings, LLC

 

Distribution-aluminum sheets

 

Senior Subordinated Term Debt (12.0%, Due 1/2013)(5)(14)

         
15,500,000
   
12,012,500
 
 

6270 Van Buren Road

  and stainless steel   Escrow Funding Note (12.0%, Due 1/2013)(5)(14)           640,000     496,000  
 

Clinton, OH 44216

      Common Stock Warrants(8)(15)     100 %   109,124      

Defiance Acquisition Corp.

 

Manufacturing-trucking parts

 

Senior Term Debt (11.0%, Due 4/2010)(3)(11)

         
6,005,000
   
6,005,000
 
 

1090 Perry Street

      Senior Term Debt (11.0%, Due 4/2010)(3)(11)           1,178,153     1,178,153  
 

Defiance, OH 43512

      Common Stock(8)(15)           775     815,789  

Lindmark Acquisition, LLC

 

Service-advertising

 

Senior Subordinated Term Debt (11.3%,

                   
 

306 Lindmark Ave.

      Due 10/2012)(15)(16)           12,000,000     10,410,000  
 

Purcell, OK 73080

      Senior Subordinated Term Debt (13.0%, Due Upon Demand)(15)(16)           1,552,892     1,048,775  

      Common Stock(8)(15)     100 %   100      

LYP Holdings Corp.

 

Service-yellow pages

 

Line of credit, $1,250 available (10.0%, Due 7/2010)(15)

         
1,168,000
   
1,168,000
 
 

210 Bear Hill Rd, Ste 400

  publishing   Senior Term Debt (12.5%, Due 2/2012)(15)           325,000     325,000  
 

Waltham, MA 02451

      Line of Credit, $3,000 available (non-accrual, Due 6/2010)(10)(15)           1,170,000     421,356  

      Senior Term Debt (non-accrual, Due 6/2011)(10)(15)           2,687,500      

      Senior Term Debt (non-accrual, Due 6/2011)(3)(10)(15)           2,750,000      

      Common Stock Warrants(8)(15)     100 %   250      

U.S. Healthcare
Communications, Inc.

 

Service-magazine publisher/ operator

 

Line of credit, $200 available (non-accrual, Due 3/2010)(10)(15)

         
169,000
   
91,287
 
 

Highland Park, NJ 08904

      Line of credit, $450 available (non-accrual, Due 3/2010)(10)(15)           450,000      
 

318 Cleveland Ave., Unit 1

      Common Stock(8)(15)     100 %   2,469,754      

86


Table of Contents

Portfolio Company(1)
  Nature of Business   Type of Security(2)   % of
Class
Owned
on a Fully
Diluted
Basis
  Cost of
Intial
Value of
Investment
  Value of
Investment
as of
September 30,
2009
 

Western Directories, Inc.
330 Hatch Drive, Suite A

 

Service-directory publisher

 

Line of credit, $1,250 available (non-accrual, Due 12/2009)(10)(15)

        $ 1,234,400   $  
 

Foster City, CA 94404

      Preferred Stock(8)(15)     100 %   1,583,999      
 

      Common Stock(8)(15)     100 %   510      
                         

Total Control Investments

                $ 52,347,564   $ 33,971,860  
                         

Total Investments(17)

                $ 364,393,333   $ 320,968,551  
                         

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents interest rates in effect at September 30, 2009 and due date represents the contractual maturity date.

(3)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt.

(4)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt, however, the debt is also junior to another Last Out Tranche.

(5)
Fair value was based on opinions of value submitted by SPSE.

(6)
Security valued based on the indicative bid price on or near September 30, 2009, offered by the respective syndication agent's trading desk or secondary desk.

(7)
Security valued based on the transaction sale price subsequent to September 30, 2009.

(8)
Security is non-income producing.

(9)
Access Television includes a success fee with a fair value of approximately $1,000.

(10)
BERTL, CCS, U.S. Healthcare, Western Directories and a portion of LYP Holdings are currently past due on interest payments and are on non-accrual. BERTL's loan matured in October 2009 and we are actively working to recover amounts due under this loan. However, there is no assurance that there will be any recovery of amounts past due.

(11)
Fair value of security estimated to be equal to cost due to recent recapitalization.

(12)
BAS Broadcasting's loan matured in July 2009, CCS' loan matured in August 2008 and SCI Cable's loan matured in October 2008. We are actively working to recover amounts due under these loans, however, there is no assurance that there will be any recovery of amounts past due.

(13)
ACE Expediters' interest and BERTL's interest include paid in kind ("PIK") interest.

(14)
Subsequent to September 30, 2009, Clinton Aluminum's senior subordinated term debt and escrow funding note were combined into one term note, with an interest rate of 12.0% and maturity date of January 2013. In addition, a term loan was entered into for $320, with an interest rate of 12.0% and maturity date of January 2013.

(15)
Fair value was based on the total enterprise value of the portfolio company using a liquidity waterfall approach.

(16)
Lindmark's loan agreement was amended in March 2009 such that any unpaid current interest accrues at a conditional interest rate. The conditional interest is not recorded until paid.

(17)
Aggregate gross unrealized depreciation for federal income tax purposes is $45.9 million; aggregate gross unrealized appreciation for federal income tax purposes is $2.4 million. Net unrealized depreciation is $43.4 million based on a tax cost of $364.4 million.

Subsequent Portfolio Activity

        In November 2009, we sold the Kinetek and Wesco syndicated loans that were held in our portfolio of investments as of September 30, 2009 to investors in the syndicated loan market for $2.8 million in net proceeds. The loans had an aggregate cost of approximately $3.7 million and aggregate fair value of $2.8 million as of September 30, 2009.

Significant Portfolio Companies

        Set forth below is a brief description of each portfolio company in which we have made an investment that currently represents greater than 5% of our total assets (excluding cash pledged to creditors). Because of the relative size of our investments in these companies, we are exposed to a greater degree to the risks associated with these companies.

Sunshine Media Holdings Corp.

        In May 2007, we loaned $27.8 million to Sunshine Media Holdings Corp. and its subsidiaries, which we refer to collectively as Sunshine. The investment consists of a five-year senior term loan in the amount of $17 million; and a five-year senior subordinated term loan in the amount of

87


Table of Contents


$10.7 million. The senior term loan is to be repaid over the life of the loan through annual payments equal to 50% of Sunshine's excess cash flow (as defined in the note), if any, with the remaining balance due at its maturity, which is May 14, 2012. The senior subordinated term loan is due in full at its maturity, which is May 14, 2012. The interest rate on senior term loan is LIBOR plus 6% with a floor of 11%. The interest rate on the senior subordinated loan is LIBOR plus 8.5% with a floor of 13.5%. The senior subordinated loan also includes a provision for a 2.5% exit fee, which is payable upon repayment of the loan.

        Sunshine is a Phoenix-based publisher of regional trade magazine and custom publications. The company publishes 186 regional publications under the MD News, Doctor of Dentistry, Builder/Architect, and Real Estate Executive brands. Additionally, the company also produces 135 sponsored, custom publications for the community hospital market.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Sunshine's business. In particular, Sunshine has significant exposure to advertising cyclicality. Advertising spending is a leading indicator of general economic health, and more than half of Sunshine's revenues are advertising-based. Additionally, approximately one-third of Sunshine's publications cover the real estate and construction industry. There is a risk that poor performance of Sunshine's end market could impact spending on advertising and sponsorships, which could have a material adverse impact on Sunshine and the value of our investment in Sunshine.

        Sunshine's principal executive offices are located at 8283 N. Hayden Road, Scottsdale, Arizona 85258.

Reliable Biopharmaceutical Holdings, Inc.

        In October 2007, we loaned $27.3 million to Reliable Biopharmaceutical Holdings, Inc. and its subsidiaries, which we refer to collectively as Reliable. The investment consists of a three-year revolving line of credit with an available capacity of $5 million; a five-year senior term A loan in the amount of $1.8 million; a five-year last out tranche, or LOT, loan in the amount of $12 million; a six-year senior subordinated loan in the amount of $6 million; and a seven-year mortgage in the amount of $7.5 million. We also purchased warrants to acquire 7.0% of Reliable's common stock. Amounts outstanding on the revolving line of credit are due in full at its maturity, which is October 22, 2010. The senior term loan is to be repaid over the life of the loan through annual payments equal to 0%, 15%, 25%, 25%, and 35% of the initial principal balance. The LOT loan is to be repaid over the life of the loan through annual payments equal to 1% of the initial principal balance with the remainder due at maturity, which is October 22, 2012. In addition to the initial $12 million, we have committed to fund an additional $3.8 million to be funded through the LOT loan to finance contingent payments that may become due as part of the acquisition of Reliable from its previous owners. The senior subordinated term loan is due in full at its maturity, which is October 22, 2013. The mortgage is repaid over the life of the loan on a 25-year amortization schedule with the remainder due at maturity, which is October 22, 2014. The interest rate on the revolving line of credit and senior term loan is LIBOR plus 4% with a floor of 9%. The interest rate on the LOT loan is LIBOR plus 6% with a floor of 11%. The interest rate on the senior subordinated loan is 12% fixed. The interest rate on the mortgage is 9.5% fixed.

        Reliable, based in St. Louis, Missouri, develops and manufactures active pharmaceutical ingredients and high purity processing chemicals used in the manufacture of pharmaceuticals and biological products. Reliable's products are the active ingredients for leading generic injectable drugs that treat cancer, heart disease, hypertension, anxiety and other serious illnesses.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Reliable's business. In particular, Reliable is subject to regulation and approvals by the Food &

88


Table of Contents


Drug Administration, or FDA. Should Reliable fail to comply with FDA regulations, it could have a material adverse impact on Reliable and the value of our investment in Reliable.

        Reliable's principal executive offices are located at 1945 Walton Road, St. Louis, Missouri 63114.

Westlake Hardware, Inc.

        We have loaned $25.0 million to Westlake Hardware, Inc., which we refer to as Westlake. The investment consists of two second lien loans in the amount of $15.0 million, loaned in January 2006 with a five year term, and $10.0 million, loaned in November 2007 with a 3 year term. The current interest rate on the $15.0 million note is LIBOR plus 5.5% with a floor of 9%. The current interest rate on the $10.0 million note is LIBOR plus 6.75% with a floor of 10.25%. Interest rates and floors will vary on both notes depending on the leverage ratio of Westlake as determined by its year end audited financial statements. Conditional interest will also accrue at varying rates ranging from none to 1.25% per annum based on the leverage ratio of Westlake as determined by its year end audited financial statements. The maturity date of the loans is January 6, 2011.

        Westlake is a family-owned business with a 100-year history as a retailer of home hardware. Westlake is the largest member of the ACE Hardware Corporation buying cooperative. Westlake operates 78 retail locations, averaging 20,000 square feet each, in seven Midwestern states that sell a variety of products and services to predominantly "do-it-yourself," or DIY, customers and some professionals. Westlake has a strong brand name in the Midwest, gained by providing customers quality products, a broad selection and superior service in a neighborhood retail setting.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Westlake's business. Big-box retailers dominate the home improvement market and have impacted Westlake's revenue growth historically. There is a risk that they may change strategy and compete with stores like Westlake with smaller stores similar to Westlake. Westlake plans on growing through infill store growth and new market store growth. Westlake may not, however, be able to find enough attractive locations for new stores. Store expansion strategy may also create high capital expenditure requirements. Westlake will need to execute store openings well. Slowdown in the economy could reduce personal incomes, leading to lower retail hardware purchases if customers defer repairs.

        The principal executive offices of Westlake are located at 14000 Marshall Drive, Lenexa, Kansas 66215.

89


Table of Contents


MANAGEMENT

        Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of ten members, six of whom are not considered to be "interested persons" of Gladstone Capital as defined in Section 2(a)(19) of the 1940 Act. We refer to these individuals as our independent directors. Our Board of Directors elects our officers, who serve at the discretion of the Board of Directors.

Board of Directors

        Under our articles of incorporation, our directors are divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three year term. At each annual meeting of our stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. Information regarding our Board of Directors is as follows (the address for each director is c/o Gladstone Capital Corporation, 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102):

Name
  Age   Position   Director
Since
  Expiration
of Term
 

Interested Directors

                       

David Gladstone

    67   Chairman of the Board and Chief Executive Officer(1)(2)     2001     2010  

Terry L. Brubaker

    66   Vice Chairman, Chief Operating Officer, Secretary and Director(1)(2)     2001     2012  

George Stelljes III

    48   President, Chief Investment Officer and Director(1)     2003     2011  

David A. R. Dullum

    61   Director(1)     2001     2012  

Independent Directors

                       

Anthony W. Parker

    64   Director(2)(3)(6)     2001     2011  

Michela A. English

    59   Director(3)(6)     2002     2011  

Paul W. Adelgren

    66   Director(4)(6)     2003     2010  

Maurice W. Coulon

    67   Director(4)(5)(6)     2003     2012  

John H. Outland

    64   Director(5)(6)     2003     2010  

Gerard Mead

    65   Director(3)(5)(6)     2005     2012  

(1)
Interested person as defined in Section 2(a)(19) of the 1940 Act due to the director's position as our officer and/or employment by our Adviser.

(2)
Member of the executive committee.

(3)
Member of the audit committee.

(4)
Member of the ethics, nominating, and corporate governance committee.

(5)
Member of the compensation committee.

(6)
Each independent director serves as an alternate member of each committee for which they do not serve as a regular member. Messrs. Adelgren, Coulon and Outland serve as alternate members of the audit committee; Messrs. Adelgren and Parker and Ms. English serve as alternates on the compensation committee; and Messrs. Outland, Parker and Mead and Ms. English serve as alternates on the ethics, nominating and corporate governance committee. Alternate members of

90


Table of Contents

Executive Officers Who Are Not Directors

        Information regarding our executive officers who are not directors is as follows (the address for each executive officer is c/o Gladstone Capital Corporation, 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102):

Name
  Age   Position

Gresford Gray

    36   Chief Financial Officer

Gary Gerson

    45   Treasurer

Independent Directors (in alphabetical order)

        Paul W. Adelgren.    Mr. Adelgren has served as a director since January 2003. Mr. Adelgren has also served as a director of Gladstone Commercial since August 2003 and a director of Gladstone Investment since June 2005. From 1997 to the present, Mr. Adelgren has served as the pastor of Missionary Alliance Church. From 1991 to 1997, Mr. Adelgren was pastor of New Life Alliance Church. From 1988 to 1991, Mr. Adelgren was vice president—finance and materials for Williams & Watts, Inc., a logistics management and procurement business located in Fairfield, NJ. Prior to joining Williams & Watts, Mr. Adelgren served in the United States Navy, where he served in a number of capacities, including as the director of the Strategic Submarine Support Department, as an executive officer at the Naval Supply Center, and as the director of the Joint Uniform Military Pay System. He is a retired Navy Captain. Mr. Adelgren holds an MBA from Harvard Business School and a BA from the University of Kansas.

        Maurice W. Coulon.    Mr. Coulon has served as a director since August 2003. Mr. Coulon has also served as a director of Gladstone Commercial and Gladstone Investment since June 2005. Since 2000, Mr. Coulon has been a private investor in real estate. From 1991 through his retirement in 2000, Mr. Coulon served as director of portfolio management for the Morgan Stanley Real Estate Fund. From 1980 to 1991, Mr. Coulon served as senior vice president of asset management for the Boston Company Real Estate Counsel, Inc. Mr. Coulon was a founder of the National Association of Real Estate Investment Managers and is a past president of the National Council of Real Estate Investment Fiduciaries. Mr. Coulon holds an MBA from Harvard Business School and a BSE from the University of Missouri.

        Michela A. English.    Ms. English has served as director since June 2002. Ms. English is President and CEO of Fight for Children, a non-profit charitable organization focused on providing high quality education and health care services to underserved youth in Washington, D.C. Ms. English has also been a director of Gladstone Commercial since August 2003, and a director of Gladstone Investment since June 2005. From March 1996 to March 2004, Ms. English held several positions with Discovery Communications, Inc., including president of Discovery Consumer Products, president of Discovery Enterprises Worldwide and president of Discovery.com. From 1991 to 1996, Ms. English served as senior vice president of the National Geographic Society and was a member of the National Geographic Society's Board of Trustees and Education Foundation Board. Prior to 1991, Ms. English served as vice president, corporate planning and business development for Marriott Corporation and as a senior engagement manager for McKinsey & Company. Ms. English currently serves as director of the Educational Testing Service (ETS), as a director of D.C. Preparatory Academy, a director of the District of Columbia Education Compact, a director of the National Women's Health Resource Center, a member of the Advisory Board of the Yale University School of Management, and as a member of the Virginia Institute of Marine Science Council. Ms. English is an emeritus member of the board of

91


Table of Contents


Sweet Briar College. Ms. English holds a Bachelor of Arts in International Affairs from Sweet Briar College and a Master of Public and Private Management degree from Yale University's School of Management.

        Gerard Mead.    Mr. Mead has served as a director since December 2005. Mr. Mead has also served as a director of Gladstone Commercial and of Gladstone Investment since December 2005. Mr. Mead is chairman of Gerard Mead Capital Management, a firm which he founded in 2003 that provides investment management services to pension funds, endowments, insurance companies, and high net worth individuals. From 1966 to 2003 Mr. Mead was employed by the Bethlehem Steel Corporation, where he held a series of engineering, corporate finance and investment positions with increasing management responsibility. From 1987 to 2003 Mr. Mead served as chairman and pension fund manager of the Pension Trust of Bethlehem Steel Corporation and Subsidiary Companies. From 1972 to 1987 he served successively as investment analyst, director of investment research, and trustee of the Pension Trust, during which time he was also a corporate finance analyst and investor relations contact for institutional investors of Bethlehem Steel. Prior to that time Mr. Mead was a steel plant engineer. Mr. Mead holds an MBA from the Harvard Business School and a BSCE from Lehigh University.

        John H. Outland.    Mr. Outland has served as a director since December 2003. Mr. Outland has also served as a director of Gladstone Commercial and of Gladstone Investment since June 2005. From March 2004 to June 2006, he served as vice president of Genworth Financial, Inc. From 2002 to March 2004, Mr. Outland served as a managing director for 1789 Capital Advisors, where he provided market and transaction structure analysis and advice on a consulting basis for multifamily commercial mortgage purchase programs. From 1999 to 2001, Mr. Outland served as vice president of mortgage-backed securities at Financial Guaranty Insurance Company where he was team leader for bond insurance transactions, responsible for sourcing business, coordinating credit, loan files, due diligence and legal review processes, and negotiating structure and business issues. From 1993 to 1999, Mr. Outland was senior vice president for Citicorp Mortgage Securities, Inc., where he securitized non-conforming mortgage product. From 1989 to 1993, Mr. Outland was vice president of real estate and mortgage finance for Nomura Securities International, Inc., where he performed due diligence on and negotiated the financing of commercial mortgage packages in preparation for securitization. Mr. Outland holds an MBA from Harvard Business School and a bachelor's degree in Chemical Engineering from Georgia Institute of Technology.

        Anthony W. Parker.    Mr. Parker has served as a director since August 2001. Mr. Parker has also served as a director of Gladstone Commercial since August 2003 and as a director of Gladstone Investment since June 2005. In 1997 Mr. Parker founded Parker Tide Corp., formerly known as Snell Professional Corp. Parker Tide Corp. is a government contracting company providing mission critical solutions to the Federal government. From 1992 to 1996, Mr. Parker was chairman of, and a 50 percent stockholder of, Capitol Resource Funding, Inc., or CRF, a commercial finance company. Mr. Parker practiced corporate and tax law for over 15 years: from 1980 to 1983, he practiced at Verner, Liipfert, Bernhard & McPherson and from 1983 to 1992, in private practice. From 1973 to 1977, Mr. Parker served as executive assistant to the administrator of the U.S. Small Business Administration. Mr. Parker received his J.D. and Masters in Tax Law from Georgetown Law Center and his undergraduate degree from Harvard College.

Interested Directors

        David Gladstone.    Mr. Gladstone is our founder and has served as our chief executive officer and chairman of our Board of Directors since our inception. Mr. Gladstone is also the founder of our Adviser and has served as its chief executive officer and chairman of its board of directors since its inception. Mr. Gladstone also founded and serves as the chief executive officer and chairman of the boards of directors of our affiliates, Gladstone Investment and Gladstone Commercial. Prior to

92


Table of Contents

founding the Gladstone Companies, Mr. Gladstone served as either chairman or vice chairman of the board of directors of American Capital Strategies, Ltd., a publicly traded leveraged buyout fund and mezzanine debt finance company, from June 1997 to August 2001. From 1974 to February 1997, Mr. Gladstone held various positions, including chairman and chief executive officer, with Allied Capital Corporation (a mezzanine debt lender), Allied Capital Corporation II (a subordinated debt lender), Allied Capital Lending Corporation (a small business lending company), Allied Capital Commercial Corporation (a real estate investment company), and Allied Capital Advisers, Inc., a registered investment adviser that managed the Allied companies. The Allied companies were the largest group of publicly-traded mezzanine debt funds in the United States and were managers of two private venture capital limited partnerships (Allied Venture Partnership and Allied Technology Partnership) and a private REIT (Business Mortgage Investors). From 1992 to 1997, Mr. Gladstone served as a director, president and chief executive officer of Business Mortgage Investors, a privately held mortgage REIT managed by Allied Capital Advisors, which invested in loans to small and medium-sized businesses. Mr. Gladstone is also a past director of Capital Automotive REIT, a real estate investment trust that purchases and net leases real estate to automobile dealerships. Mr. Gladstone served as a director of The Riggs National Corporation (the parent of Riggs Bank) from 1993 to May 1997 and of Riggs Bank from 1991 to 1993. He has served as a trustee of The George Washington University and currently is a trustee emeritus. He is a past member of the Listings and Hearings Committee of the National Association of Securities Dealers, Inc. He is a past member of the advisory committee to the Women's Growth Capital Fund, a venture capital firm that finances women-owned small businesses. Mr. Gladstone was the founder and managing member of The Capital Investors, LLC, a group of angel investors, and is currently a member emeritus. He is also the past chairman and past owner of Coastal Berry Company, LLC, a large strawberry farming operation in California. He is also the chairman and owner of Gladstone Land Corporation, a privately held company that has substantial farmland holdings in agriculture real estate in California. Mr. Gladstone holds an MBA from the Harvard Business School, an MA from American University and a BA from the University of Virginia. Mr. Gladstone has co-authored two books on financing for small and medium-sized businesses, Venture Capital Handbook and Venture Capital Investing.

        Terry Lee Brubaker.    Mr. Brubaker has been our chief operating officer, secretary and a director since our inception. He also served as our president from May 2001 through April 2004, when he assumed the duties of vice chairman. Mr. Brubaker has also served as a director of our Adviser since its inception. He also served as president of our Adviser from its inception through February 2006, when he assumed the duties of vice chairman, chief operating officer and secretary. He has served as vice chairman, chief operating officer, secretary and as a director of Gladstone Investment since its inception. Mr. Brubaker has also served chief operating officer, secretary and as a director of Gladstone Commercial since February 2003, and as president from February 2003 through July 2007, when he assumed the duties of vice chairman. In March 1999, Mr. Brubaker founded and, until May 1, 2003, served as chairman of Heads Up Systems, a company providing process industries with leading edge technology. From 1996 to 1999, Mr. Brubaker served as vice president of the paper group for the American Forest & Paper Association. From 1992 to 1995, Mr. Brubaker served as president of Interstate Resources, a pulp and paper company. From 1991 to 1992, Mr. Brubaker served as president of IRI, a radiation measurement equipment manufacturer. From 1981 to 1991, Mr. Brubaker held several management positions at James River Corporation, a forest and paper company, including vice president of strategic planning from 1981 to 1982, group vice president of the Groveton Group and Premium Printing Papers from 1982 to 1990, and vice president of human resources development in 1991. From 1976 to 1981, Mr. Brubaker was strategic planning manager and marketing manager of white papers at Boise Cascade. Previously, Mr. Brubaker was a senior engagement manager at McKinsey & Company from 1972 to 1976. Prior to 1972, Mr. Brubaker was a U.S. Navy fighter pilot. Mr. Brubaker holds an MBA from the Harvard Business School and a BSE from Princeton University.

93


Table of Contents

        George Stelljes III.    Mr. Stelljes has served as our chief investment officer since September 2002 and a director from August 2001 to September 2002, and then rejoined the Board of Directors in July 2003. He also served as our executive vice president from September 2002 through April 2004, when he assumed the duties of president. Mr. Stelljes has served as our Adviser's chief investment officer and a director of our Adviser since May 2003. He also served as executive vice president of our Adviser until February 2006, when he assumed the duties of president. Mr. Stelljes has served as Gladstone Investment's chief investment officer and a director since inception. Mr. Stelljes also served as Gladstone Investment's president from inception through April 2008, when he became a vice chairman. Mr. Stelljes has served as chief investment officer of Gladstone Commercial since February 2003, and as a director since July 2007. He also served as executive vice president of Gladstone Commercial from February 2003 through July 2007, when he assumed the duties of president. Prior to joining Gladstone Mr. Stelljes served as a managing member of St. John's Capital, a vehicle used to make private equity investments. From 1999 to 2001, Mr. Stelljes was a co-founder and managing member of Camden Partners and Cahill Warnock & Company, private equity firms which finance high growth companies in the communications, education, healthcare, and business services sectors. From 1997 to 1999, Mr. Stelljes was a managing director and partner of Columbia Capital, a venture capital firm focused on investments in communications and information technology. From 1989 to 1997, Mr. Stelljes held various positions, including executive vice president and principal, with the Allied companies. Mr. Stelljes serves as a general partner and investment committee member of Patriot Capital and Patriot Capital II, private equity funds, and serves on the board of Intrepid Capital Management, a money management firm. He is also a former board member and regional president of the National Association of Small Business Investment Companies. Mr. Stelljes holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.

        David A. R. Dullum.    Mr. Dullum has served as a director since August 2001. Mr. Dullum has been a senior managing director of our Adviser since February 2008, a director of Gladstone Commercial since August 2003, and a director of Gladstone Investment since June 2005 and has served as Gladstone Investment's president since April 2008. From 1995 through June 2009, Mr. Dullum was a partner of New England Partners, a venture capital firm focused on investments in small and medium-sized business in the Mid-Atlantic and New England regions. From May 2005 to May 2008, Mr. Dullum served as the President and a director of Harbor Acquisition Corporation, an operating business with emphasis in the consumer and industrial sectors. Mr. Dullum also serves as a director of Simkar Corporation, a manufacturer of industrial and consumer lighting products and Fetco Home Decor, Inc., a designer and manufacturer of home decor products. From 1976 to 1990, Mr. Dullum was a managing general partner of Frontenac Company, a Chicago-based venture capital firm. Mr. Dullum holds an MBA from Stanford Graduate School of Business and a BME from the Georgia Institute of Technology.

Executive Officers Who Are Not Directors

        Gresford Gray.    Mr. Gray has served as our chief financial officer since 2008. From July 2006 to March 2008, Mr. Gray served as the director of financial reporting and analysis for Alion Science and Technology, Inc. Prior to that, from May 2002 to June 2006, Mr. Gray held various positions, including corporate controller and corporate secretary, with Allied Defense Group, Inc. Mr. Gray received his degree in accounting from the State University of New York at Buffalo and is a licensed CPA in the Commonwealth of Virginia.

        Gary Gerson.    Mr. Gerson has served as our treasurer since April 2006. Mr. Gerson has also served as treasurer of Gladstone Investment and Gladstone Commercial since April 2006 and of our Adviser since May 2006. From 2004 to early 2006, Mr. Gerson was assistant vice president of finance at the Bozzuto Group, a real estate developer, manager and owner, where he was responsible for the financing of multi-family and for-sale residential projects. From 1995 to 2004 he held various finance

94


Table of Contents


positions, including director, finance from 2000 to 2004, at PG&E National Energy Group where he led, and assisted in, the financing of power generation assets. Mr. Gerson holds an MBA from the Yale School of Management, a B.S. in mechanical engineering from the U.S. Naval Academy, and is a CFA charter holder.

Employment Agreements

        We are not a party to any employment agreements. Messrs. Gladstone, Brubaker and Stelljes have entered into employment agreements with our Adviser, whereby they are direct employees of our Adviser. The employment agreement of Mr. Stelljes provides for his nomination to serve as our chief investment officer.

Director Independence

        As required under NASDAQ listing standards, our Board of Directors annually determines each director's independence, and continually assesses the independence of each of the directors throughout the year. The NASDAQ listing standards provide that a director of a business development company is considered to be independent if he or she is not an "interested person" of ours, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an "interested person" to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with us.

        Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and us, our senior management and our independent auditors, the Board has affirmatively determined that the following six directors are independent directors within the meaning of the applicable NASDAQ listing standards: Messrs. Adelgren, Coulon, Mead, Outland, Parker and Ms. English. In making this determination, the Board found that none of the these directors or nominees for director had a material or other disqualifying relationship with us. Mr. Gladstone, the chairman of our Board of Directors and chief executive officer, Mr. Brubaker, our vice chairman, chief operating officer and secretary, Mr. Stelljes, our president and chief investment officer, and Mr. Dullum, a senior managing director of our Adviser, are not independent directors by virtue of their positions as our officers or as officers of our Adviser or their employment by our Adviser.

Committees of Our Board of Directors

        Executive Committee.    Membership of our executive committee is comprised of Messrs. Gladstone, Brubaker and Parker. The executive committee has the authority to exercise all powers of our Board of Directors except for actions that must be taken by a majority of independent directors or the full Board of Directors under the Maryland General Corporation Law, including electing our chairman and president. Mr. Gladstone serves as chairman of the executive committee. The executive committee met one time during the last fiscal year.

        Audit Committee.    The members of the audit committee are Messrs. Parker and Mead and Ms. English, and Messrs. Adelgren, Coulon and Outland serve as alternate members of the committee. Alternate members of the audit committee serve only in the event of an absence of a regular committee member. Mr. Parker serves as chairman of the audit committee. Each member and alternate member of the audit committee is an "independent director" as defined by NASDAQ rules and our own standards, and none of the members or alternate members of the audit committee are "interested persons" as defined in Section 2(a)(19) of the 1940 Act. The Board has unanimously determined that all members and alternate members of the audit committee qualify as "audit committee financial experts" within the meaning of applicable SEC rules and regulations. In addition, the Board has unanimously determined that all audit committee members and alternate members are financially

95


Table of Contents


literate under current NASDAQ rules and that at least one member has financial management expertise. The audit committee operates pursuant to a written charter and is primarily responsible for oversight of our financial statements and controls, assessing and ensuring the independence, qualifications and performance of the independent registered public accounting firm, approving the independent registered public accounting firm services and fees and reviewing and approving our annual audited financial statements before issuance, subject to board approval. The audit committee met eight times during the last fiscal year.

        Compensation Committee.    The members of the compensation committee are Messrs. Coulon, Outland and Mead, and Messrs. Adelgren and Parker and Ms. English serve as alternate members of the committee. Each member and alternate member of the compensation committee is independent for purposes of the 1940 Act and The Nasdaq Global Select Market listing standards. Mr. Coulon serves as chairman of the compensation committee. The compensation committee operates pursuant to a written charter and conducts periodic reviews of our Advisory Agreement and our Administration Agreement to evaluate whether the fees paid to our Adviser under the Advisory Agreement, and the fees paid to our Administrator under the Administration Agreement, respectively, are in the best interests of us and our stockholders. The committee considers in such periodic reviews, among other things, whether the salaries and bonuses paid to our executive officers by our Adviser and our Administrator are consistent with our compensation philosophies, whether the performance of our Adviser and our Administrator are reasonable in relation to the nature and quality of services performed and whether the provisions of the Advisory and Administration Agreements are being satisfactorily performed. The compensation committee met four times during the last fiscal year.

        Ethics, Nominating, and Corporate Governance Committee.    The members of the ethics, nominating, and corporate governance committee are Messrs. Adelgren and Coulon and Messrs. Outland, Parker and Mead and Ms. English serve as alternate members of the committee. Each member and alternate member of the ethics, nominating and corporate governance committee is independent for purposes of the 1940 Act and NASDAQ listing standards. Mr. Adelgren serves as chairman of the ethics, nominating, and corporate governance committee. The ethics, nominating, and corporate governance committee operates pursuant to a written charter and is responsible for selecting, researching, and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the board or a committee of the board, developing and recommending to the board a set of corporate governance principles, and overseeing the evaluation of the board and our management. The committee is also responsible for our Code of Business Conduct and Ethics. The committee met four times during the last fiscal year.

        Nominations for election to our Board of Directors may be made by our Board of Directors, or by any stockholder entitled to vote for the election of directors. Although there is not a formal list of qualifications, in discharging its responsibilities to nominate candidates for election to our Board of Directors, the ethics, nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age, having business experience, and possessing high moral character. In nominating candidates to fill vacancies created by the expiration of the term of a member, the committee's process for identifying and evaluating nominees includes reviewing such directors' overall service to us during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with us during their term. In addition, the committee may consider recommendations for nomination from any reasonable source, including officers, directors and stockholders of our company according to the foregoing standards.

        Nominations made by stockholders must be made by written notice (setting forth the information required by our bylaws) received by the secretary of our company at least 120 days in advance of an annual meeting or within 10 days of the date on which notice of a special meeting for the election of directors is first given to our stockholders.

96


Table of Contents

        Meetings.    During the fiscal year ended September 30, 2009, each member of our Board of Directors attended 75% or more of the aggregate of the meetings of our Board of Directors and of the committees on which he or she served.

Summary of Compensation

Executive Compensation

        None of our executive officers receive direct compensation from us. We do not currently have any employees and do not expect to have any employees in the foreseeable future. The services necessary for the operation of our business are provided to us by our officers and the other employees of our Adviser and Administrator, pursuant to the terms of the Advisory and Administration Agreements, respectively. Mr. Gladstone, our chairman and chief executive officer, Mr. Brubaker, our vice chairman, chief operating officer and secretary, and Mr. Stelljes, our president and chief investment officer are all employees of and compensated directly by our Adviser. Mr. Gray, our chief financial officer, and Mr. Gerson, our treasurer, are employees of our Administrator. Under the Administration Agreement, we reimburse our Administrator for our allocable portion of the salaries of Mr. Gerson, our treasurer, and Mr. Gray, our chief financial officer. During our last fiscal year, our allocable portion of Mr. Gray's compensation paid by our Administrator was: $50,161 of Mr. Gray's salary, $6,692 of his bonus, and $8,483 of the cost of his benefits.

Compensation of Directors

        The following table shows, for the fiscal year ended September 30, 2009, compensation awarded to or paid to our directors who are not executive officers, which we refer to as our non-employee directors for all services rendered to us during this period. No compensation is paid to directors who are our executive officers for their service on the Board of Directors. We do not issue stock options and therefore have no information to report relating to stock option grants and exercises for our three highest paid executive officers.

Name
  Fees Earned or
Paid in
Cash
  Total  

Paul W. Adelgren

  $ 29,000   $ 29,000  

Maurice W. Coulon

  $ 30,000   $ 30,000  

Michela A. English

  $ 32,000   $ 32,000  

Gerard Mead

  $ 33,000   $ 33,000  

John H. Outland

  $ 28,000   $ 28,000  

Anthony W. Parker

  $ 35,500   $ 35,500  

        As compensation for serving on our Board of Directors, each of our independent directors receives an annual fee of $20,000, an additional $1,000 for each Board of Directors meeting attended, and an additional $1,000 for each committee meeting attended if such committee meeting takes place on a day other than when the full Board of Directors meets. In addition, the chairperson of the Audit Committee receives an annual fee of $3,000, and the chairpersons of each of the Compensation and Ethics, Nominating and Corporate Governance committees receive annual fees of $1,000 for their additional services in these capacities. During the fiscal year ended September 30, 2009, the total cash compensation paid to non-employee directors was $187,500. We also reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings.

        We do not pay any compensation to directors who also serve as our officers, or as officers or directors of our Adviser or our Administrator, in consideration for their service to us. Our Board of Directors may change the compensation of our independent directors in its discretion. None of our

97


Table of Contents


independent directors received any compensation from us during the fiscal year ended September 30, 2009 other than for Board of Directors or committee service and meeting fees.

Deferred Compensation Plan

        We have adopted the Joint Directors Nonqualified Excess Plan of Gladstone Commercial Corporation, Gladstone Capital Corporation and Gladstone Investment Corporation, which we refer to as the Deferred Compensation Plan. Effective January 1, 2007, the Deferred Compensation Plan provides our non-employee directors the opportunity to voluntarily defer director fees on a pre-tax basis, and to invest such deferred amounts in self-directed investment accounts. The Deferred Compensation Plan does not allow us to make discretionary contributions to the account of any director.

Certain Transactions

Management Services

        Our Adviser is a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Subject to the overall supervision of our Board of Directors, our Adviser provides investment advisory and management services to us. Under the terms of our Advisory Agreement, our Adviser has investment discretion with respect to our capital and, in that regard:

        Our Adviser's services under the Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.

Portfolio Management

        Our Adviser takes a team approach to portfolio management; however, the following persons are primarily responsible for the day-to-day management of our portfolio and comprise our Adviser's investment committee: David Gladstone, Terry Lee Brubaker and George Stelljes III, whom we refer to collectively as the Portfolio Managers. Our investment decisions are made on our behalf by the investment committee of our Adviser by unanimous decision.

        Mr. Gladstone has served as the chairman and the chief executive officer of our Adviser, since he founded the Adviser in 2002, along with Mr. Brubaker and Mr. Stelljes. Mr. Brubaker has served as the vice chairman, chief operating officer and secretary of our Adviser since 2002. Mr. Stelljes has served as the president and chief investment officer of our Adviser since 2002. For more complete biographical information on Messrs. Gladstone, Brubaker and Stelljes, please see "Management—Interested Directors."

98


Table of Contents

        The Portfolio Managers are all officers or directors, or both, of our Adviser and our Administrator. David Gladstone is the controlling stockholder of our Adviser, which is the sole member of our Administrator. Although we believe that the terms of the Advisory Agreement are no less favorable to us than those that could be obtained from unaffiliated third parties in arms' length transactions, our Adviser and its officers and its directors have a material interest in the terms of this agreement. Based on an analysis of publicly available information, the Board believes that the terms and the fees payable under the Advisory Agreement are similar to those of the agreements between other business development companies that do not maintain equity incentive plans and their external investment advisers.

        Our Adviser provides investment advisory services to other investment funds in the Gladstone Companies. As such, the Portfolio Managers also are primarily responsible for the day-to-day management of the portfolios of other pooled investment vehicles in the Gladstone Companies that are managed by our Adviser. As of the date hereof, Messrs. Gladstone, Brubaker, and Stelljes are primarily responsible for the day-to-day management of the portfolios of Gladstone Investment, another publicly-traded business development company, Gladstone Commercial, a publicly-traded real estate investment trust, and Gladstone Land Corporation, a private company controlled by Mr. Gladstone that owns farmland in California. As of September 30, 2009, our Adviser had an aggregate of approximately $1,068.9 million in total assets under management.

Possible Conflicts of Interest

        Our Portfolio Managers provide investment advisory services and serve as officers, directors or principals of the other Gladstone Companies, which operate in the same or a related line of business as we do. Accordingly, they have corresponding obligations to investors in those entities. For example, Mr. Gladstone, our chairman and chief executive officer, is chairman of the board and chief executive officer of our Adviser, Gladstone Investment, Gladstone Commercial, and Gladstone Land with management responsibilities for the other members of the Gladstone Companies. In addition, Mr. Brubaker, our vice chairman, chief operating officer and secretary, is vice chairman, chief operating officer and secretary of our Adviser, Gladstone Investment and Gladstone Commercial, and Mr. Stelljes, our president and chief investment officer, is president and chief investment officer of our Adviser and Gladstone Commercial and vice chairman and chief investment officer of Gladstone Investment. Moreover, we may establish other investment vehicles which from time to time may have potentially overlapping investment objectives with those of Gladstone Investment and accordingly may invest in, whether principally or secondarily, asset classes similar to those targeted by us. While the Adviser generally has broad authority to make investments on behalf of the investment vehicles that it advises, our Adviser has adopted investment allocation procedures to address these potential conflicts and intends to direct investment opportunities to the member of the Gladstone Companies with the investment strategy that most closely fits the investment opportunity. Nevertheless, the Portfolio Managers may face conflicts in the allocation of investment opportunities to other entities managed by our Adviser. As a result, it is possible that certain investment opportunities may not be available to other members of the Gladstone Companies or investment funds managed by our Adviser. When the officers of the Adviser identify an investment, they will be forced to choose which investment fund should make the investment in accordance with their investment allocation procedures.

        Our affiliate, Gladstone Commercial, may lease property to portfolio companies that we do not control under certain circumstances. We may pursue such transactions only if (i) the portfolio company is not controlled by us or any of our affiliates, (ii) the portfolio company satisfies the tenant underwriting criteria that meets the lease underwriting criteria of Gladstone Commercial, and (iii) the transaction is approved by a majority of our independent directors and a majority of the independent directors of Gladstone Commercial. We expect that any such negotiations between Gladstone Commercial and our portfolio companies would result in lease terms consistent with the terms that the

99


Table of Contents


portfolio companies would be likely to receive were they not portfolio companies of ours. Additionally, we may make simultaneous investments in senior syndicated loans with our affiliate, Gladstone Investment. In this regard, our Adviser has adopted allocation procedures designed to ensure fair and equitable allocations of such investments.

Portfolio Manager Compensation

        The Portfolio Managers receive compensation from our Adviser in the form of a base salary plus a bonus. Each of the Portfolio Managers' base salaries is determined by a review of salary surveys for persons with comparable experience who are serving in comparable capacities in the industry. Each Portfolio Manager's base salary is set and reviewed yearly. Like all employees of the Adviser, a Portfolio Manager's bonus is tied to the performance of the Adviser and the entities that it advises. A Portfolio Manager's bonus increases or decreases when the Adviser's income increases or decreases. The Adviser's income, in turn, is directly tied to the management and performance fees earned in managing its investment funds, including the Company. Pursuant to the investment advisory and management agreement between the Adviser and the Company, the Adviser receives an incentive fee based on net investment income in excess of the hurdle rates and capital gains as set out in the investment advisory and management agreement.

        All compensation of the Portfolio Managers from the Adviser takes the form of cash. Each of the Portfolio Managers may elect to defer some or all of his bonus through the Adviser's deferred compensation plan. The Portfolio Managers are also portfolio managers for other members of the Gladstone Companies, one of which (Gladstone Commercial) had a stock option plan through which the Portfolio Managers have previously received options to purchase stock of those entities. Gladstone Commercial terminated its stock option plan effective December 31, 2006. We also previously had a stock option plan, but it was terminated effective September 30, 2006. These plan terminations were effected in connection with the implementation of new advisory agreements between each of us and Gladstone Commercial with our Adviser, which have been approved by our respective stockholders. All outstanding, unexercised options under our plan were terminated effective September 30, 2006, and all outstanding, unexercised options under the Gladstone Commercial plan were terminated effective December 31, 2006.

Investment Advisory and Management Agreement and Administration Agreement

        We are externally managed pursuant to contractual arrangements with our Adviser, under which our Adviser has directly employed our personnel and paid our payroll, benefits, and general expenses directly. The management services and fees in effect under the Advisory Agreement are described below. In addition to the fees described below, certain fees received by our Adviser from our portfolio companies were 100% credited, prior to April 1, 2007, or 50% credited effective April 1, 2007, against the investment advisory fee. In addition, we pay our direct expenses including, but not limited to, directors' fees, legal and accounting fees and stockholder related expenses under the Advisory Agreement.

        Under the Advisory Agreement, we pay our Adviser an annual base management fee of 2% of our average gross assets, which is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter.

        We also pay our Adviser a two-part incentive fee under the Advisory Agreement. The first part of the incentive fee is an income-based incentive fee which rewards our Adviser if our quarterly net

100


Table of Contents


investment income (before giving effect to any incentive fee) exceeds the hurdle rate. We pay our Adviser an income-based incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

Quarterly Incentive Fee Based on Net Investment Income

GRAPHIC

        The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date), equals 20% of our realized capital gains as of the end of the fiscal year. In determining the capital gains-based incentive fee payable to our Adviser, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the original cost of such investment since our inception. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains-based incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains-based incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years.

        Beginning in April 2006, our Board of Directors has accepted from the Adviser unconditional and irrevocable voluntary waivers on a quarterly basis to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5%, to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations. These waivers were applied through September 30, 2009, and any waived fees may not be recouped by our Adviser in the future.

101


Table of Contents

        When our Adviser receives fees from our portfolio companies, such as investment banking fees, structuring fees or executive recruiting services fees, 50% of certain of these fees will be credited against the base management fee that we would otherwise be required to pay to our Adviser.

        We pay our direct expenses including, but not limited to, directors' fees, legal and accounting fees, stockholder-related expenses, and directors and officers insurance under the Advisory Agreement.

        During the fiscal year ended September 30, 2009, we incurred total fees of approximately $1,651,000 to our Adviser under the Advisory Agreement. During the fiscal year ended September 30, 2008, we incurred total fees of approximately $126,000 to our Adviser under the Advisory Agreement. During the fiscal year ended September 30, 2007, we incurred total fees of approximately $261,000 to our Adviser under the Advisory Agreement.

Duration and Termination

        Unless terminated earlier as described below, the Advisory Agreement will remain in effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. On July 8, 2009, we renewed the Advisory Agreement through August 31, 2010. The Advisory Agreement will automatically terminate in the event of its assignment. The Advisory Agreement may be terminated by either party without penalty upon 60 days' written notice to the other. See "Risk Factors—We are dependent upon our key management personnel and the key management personnel of our Adviser, particularly David Gladstone, George Stelljes III and Terry Lee Brubaker, and on the continued operations of our Adviser, for our future success."

Administration Agreement

        Pursuant to the Administration Agreement, our Administrator furnishes us with clerical, bookkeeping and record keeping services and our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns, the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of our Administrator's overhead in performing its obligations under the Administration Agreement, including rent and our allocable portion of the salaries and benefits expenses of our chief financial officer, chief compliance officer, internal counsel, controller, treasurer and their respective staffs. On July 8, 2009, we renewed the Administration Agreement through August 31, 2010.

        During the fiscal year ended September 30, 2009, we incurred total fees of approximately $872,000 to our Administrator under the Administration Agreement. During the fiscal year ended September 30, 2008, we incurred total fees of approximately $985,000 to our Administrator under the Administration Agreement. During the fiscal year ended September 30, 2007, we incurred total fees of approximately $719,000 to our Administrator under the Administration Agreement.

        Based on an analysis of publicly available information, the Board believes that the terms and the fees payable under the Advisory and Administration Agreements are similar to those of the agreements between other business development companies that do not maintain equity incentive plans and their external investment advisers. David Gladstone, Terry Lee Brubaker, George Stelljes III and Gary Gerson are all officers or directors, or both, of our Adviser and our Administrator. David Gladstone is the controlling stockholder of our Adviser, which is the sole member of our Administrator. Although we believe that the terms of the Advisory and Administration Agreements are no less favorable to us

102


Table of Contents


than those that could be obtained from unaffiliated third parties in arms' length transactions, our Adviser and its officers and its directors have a material interest in the terms of these agreements.

Loan Servicing Agreement

        Our Adviser services the loans pledged under our credit facility pursuant to a loan servicing agreement with our wholly-owned subsidiary, Business Loan, in return for a 1.5% annual fee, based on the monthly aggregate outstanding loan balance of the loans pledged under our credit facility. Loan servicing fees paid to our Adviser under this agreement directly reduce the amount of fees payable under the Advisory Agreement. Loan servicing fees of approximately $5,620,000, $6,117,000 and $3,624,000 were incurred for the fiscal year ended September 30, 2009, September 30, 2008 and September 30, 2007, respectively, all of which were directly credited against the amount of the base management fee due to our Adviser under the Advisory Agreement.

Loans

        At September 30, 2009, we had loans outstanding in the principal amount of $5,900,010 to Mr. Gladstone and $1,400,010 to Mr. Brubaker, each of whom is an executive officer of ours. These loans were extended in connection with the exercise of stock options by each of the executive officers under our former Amended and Restated 2001 Equity Incentive Plan, as amended, which was terminated on September 30, 2006 and which we refer to as the 2001 Plan. Each such loan is evidenced by a full recourse promissory note secured by the shares of common stock purchased upon the exercise of the options. The interest rate on each such loan is 4.9% per annum. Interest is due quarterly and each of the executive officers has made each of his quarterly interest payments to date. The outstanding principal amount of each loan is due and payable in cash on August 23, 2010. The Sarbanes-Oxley Act of 2002 prohibits us from making loans to our executive officers, although certain loans outstanding prior to July 30, 2002, including the promissory notes we have received from Messrs. Gladstone and Brubaker, were expressly exempted from this prohibition. In addition, these loans meet the requirements set forth in Section 57(j) of the 1940 Act.

        Also at September 30, 2009, we had two loans outstanding in the principal amounts of $275,010 and $474,990, respectively, to Laura Gladstone, a managing director of ours and the daughter of our chief executive officer, Mr. Gladstone. These loans were extended in connection with the exercise of stock options under the 2001 Plan by Ms. Gladstone, and were made on terms available to all eligible participants of the 2001 Plan. The interest rates on the loans are 4.9% and 8.26%, respectively, and the outstanding principal amounts of each loan are due and payable in cash on August 23, 2010 and July 13, 2015, respectively. Ms. Gladstone's $474,990 loan originally provided that an event of default would occur, and the loan would become immediately due and payable, when the aggregate value of the stock pledged as collateral under the loan (the pledged shares), based on any intra-day price quoted on the Nasdaq Stock Market, equaled the outstanding principal balance of the loan, or $15 per pledged share. On June 27, 2008, our intra-day stock price fell below $15 per share and thus, an event of default occurred under the loan. On July 9, 2008, our Board of Directors approved a waiver of the default and an amendment to the loan's terms to strike this "stop loss" provision from the promissory note evidencing the loan. Mr. Gladstone has not received, nor will he receive in the future, any direct or indirect benefit from these loans.

        On July 9, 2008, our Board of Directors also voted to require Messrs. Gladstone and Brubaker and Ms. Gladstone to post additional collateral for each of these loans to satisfy the requirement of the 1940 Act that the loans be fully collateralized at all times, which collateral was subsequently posted by Messrs. Gladstone and Brubaker and Ms. Gladstone.

103


Table of Contents

Indemnification

        In our articles of incorporation and bylaws, we have agreed to indemnify certain officers and directors by providing, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as our director, officer or other agent, to the fullest extent permitted under Maryland law and our bylaws. Notwithstanding the foregoing, the indemnification provisions shall not protect any officer or director from liability to us or our stockholders as a result of any action that would constitute willful misfeasance, bad faith or gross negligence in the performance of such officer's or director's duties, or reckless disregard of his or her obligations and duties.

        Each of the Advisory and Administration Agreements provide that, absent willful misfeasance, bad faith or gross negligence in the performance of their duties or by reason of the reckless disregard of their duties and obligations (as the same may be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder), our Adviser, our Administrator and their respective officers, managers, agents, employees, controlling persons, members and any other person or entity affiliated with them are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of our Adviser's or Administrator's services under the Advisory or Administration Agreements or otherwise as an investment adviser of ours.

104


Table of Contents


CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

        The following table sets forth, as of November 30, 2009 (unless otherwise indicated), the beneficial ownership of each current director, each of the executive officers, the executive officers and directors as a group and each stockholder known to our management to own beneficially more than 5% of the outstanding shares of common stock. Except as otherwise noted, the address of the individuals below is c/o Gladstone Capital Corporation, 1521 Westbranch Drive, Suite 200, McLean, VA 22102.

 
  Beneficial Ownership(1)
Name and Address
  Number
of Shares
  Percent
of Total
  Dollar Range of
Equity Securities of
the Company Owned
by Directors and
Executive Officers(2)
  Aggregate
Dollar Range
of Equity Securities
of all Funds by
Directors and
Executive Officers
in Family of
Investment
Companies(2)(3)

Executive Officers and Directors:

                   
 

David Gladstone

    1,075,687     5.1 % Over $100,000   Over $100,000
 

Terry Lee Brubaker(4)

    196,640     1.0 % Over $100,000   Over $100,000
 

George Stelljes III

    14,093     *   Over $100,000   Over $100,000
 

Gresford Gray

    0     *   None   None
 

Gary Gerson

    150     *   $1,000 - $10,000   $1,000 - $10,000
 

Anthony W. Parker

    5,637     *   $10,001 - $50,000   Over $100,000
 

David A. R. Dullum(5)

    4,000     *   $10,001 - $50,000   Over $100,000
 

Michela A. English

    2,500     *   $10,001 - $50,000   $50,001 - $100,000
 

Paul Adelgren

    2,055     *   $10,001 - $50,000   $50,001 - $100,000
 

Maurice Coulon

    0     *   None   $10,001 - $50,000
 

John H. Outland

    1,218     *   $1,000 - $10,000   $10,001 - $50,000
 

Gerard Mead

    2,628     *   $10,001 - $50,000   Over $100,000
 

All executive officers and directors as a group (12 persons)

    1,304,608     6.0 % N/A   N/A

*
Less than 1%

(1)
This table is based upon information supplied by officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and sole investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 21,087,574 shares outstanding on November 30, 2009.

(2)
Ownership calculated in accordance with Rule 16a-1(a)(2) of the Exchange Act. The dollar range of our equity securities beneficially owned is calculated by multiplying the closing price of Common Stock as reported on The Nasdaq Global Select Market as of November 30, 2009, times the number of shares beneficially owned.

(3)
Each of our directors and executive officers, other than Gresford Gray, is also a director or executive officer, or both, of Gladstone Investment, our affiliate and a business development company, and Gladstone Commercial, our affiliate and a real estate investment trust, each of which is also externally managed by our Adviser.

(4)
Includes 75,114 shares owned by Mr. Brubaker's spouse with respect to which Mr. Brubaker disclaims beneficial ownership.

(5)
Includes 2,000 shares owned by Mr. Dullum's spouse with respect to which Mr. Dullum disclaims beneficial ownership.

105


Table of Contents


DIVIDEND REINVESTMENT PLAN

        We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders upon their election as provided below. As a result, if our Board of Directors authorizes, and we declare, a cash dividend, then our stockholders who have "opted in" to our dividend reinvestment plan will not receive cash dividends but, instead, such cash dividends will automatically be reinvested in additional shares of our common stock.

        Pursuant to our dividend reinvestment plan, if your shares of our common stock are registered in your own name you can have all distributions reinvested in additional shares of our common stock by BNY Mellon Shareowner Services, the plan agent, if you enroll in the dividend reinvestment plan by delivering an authorization form to the plan agent prior to the corresponding dividend declaration date. The plan agent will effect purchases of our common stock under the dividend reinvestment plan in the open market. If you do not elect to participate in the dividend reinvestment plan, you will receive all distributions in cash paid by check mailed directly to you (or if you hold your shares in street or other nominee name, then to your nominee) as of the relevant record date, by the plan agent, as our dividend disbursing agent. If your shares are held in the name of a broker or nominee or if you are transferring such an account to a new broker or nominee, you should contact the broker or nominee to determine whether and how they may participate in the dividend reinvestment plan.

        The plan agent serves as agent for the holders of our common stock in administering the dividend reinvestment plan. After we declare a dividend, the plan agent will, as agent for the participants, receive the cash payment and use it to buy common stock on The Nasdaq Global Select Market or elsewhere for the participants' accounts. The price of the shares will be the average market price at which such shares were purchased by the plan agent.

        Participants in the dividend reinvestment plan may withdraw from the dividend reinvestment plan upon written notice to the plan agent. Such withdrawal will be effective immediately if received not less than ten days prior to a dividend record date; otherwise, it will be effective the day after the related dividend distribution date. When a participant withdraws from the dividend reinvestment plan or upon termination of the dividend reinvestment plan as provided below, certificates for whole shares of common stock credited to his or her account under the dividend reinvestment plan will be issued and a cash payment will be made for any fractional share of common stock credited to such account.

        The plan agent will maintain each participant's account in the dividend reinvestment plan and will furnish monthly written confirmations of all transactions in such account, including information needed by the stockholder for personal and tax records. Common stock in the account of each dividend reinvestment plan participant will be held by the plan agent in non-certificated form in the name of such participant. Proxy materials relating to our stockholders' meetings will include those shares purchased as well as shares held pursuant to the dividend reinvestment plan.

        In the case of participants who beneficially own shares that are held in the name of banks, brokers or other nominees, the plan agent will administer the dividend reinvestment plan on the basis of the number of shares of common stock certified from time to time by the record holders as the amount held for the account of such beneficial owners. Shares of our common stock may be purchased by the plan agent through any of the underwriters, acting as broker or dealer.

        We pay the plan agent's fees for the handling or reinvestment of dividends and other distributions. Each participant in the dividend reinvestment plan pays a pro rata share of brokerage commissions incurred with respect to the plan agent's open market purchases in connection with the reinvestment of distributions. There are no other charges to participants for reinvesting distributions.

        Distributions are taxable whether paid in cash or reinvested in additional shares, and the reinvestment of distributions pursuant to the dividend reinvestment plan will not relieve participants of any U.S. federal income tax or state income tax that may be payable or required to be withheld on such distributions. For more information regarding taxes that our stockholders may be required to pay, see "Material U.S. Federal Income Tax Considerations."

106


Table of Contents

        Experience under the dividend reinvestment plan may indicate that changes are desirable. Accordingly, we reserve the right to amend or terminate the dividend reinvestment plan as applied to any distribution paid subsequent to written notice of the change sent to participants in the dividend reinvestment plan at least 90 days before the record date for the distribution. The dividend reinvestment plan also may be amended or terminated by the plan agent with our prior written consent, on at least 90 days' written notice to participants in the dividend reinvestment plan. All correspondence concerning the reinvestment plan should be directed to the plan agent, BNY Mellon Shareowner Services, by mail at 480 Washington Boulevard, Jersey City, NJ 07310 or by phone at 800-274-2944.


MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

Regulated Investment Company Status

        In order to maintain the qualification for treatment as a RIC under Subchapter M of the Code, 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:

        Failure to Qualify as a RIC.    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 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 for more than two consecutive years and then seek to requalify as a RIC, we would be required to recognize a 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.

107


Table of Contents

        Qualification as a RIC.    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 U.S. federal income tax or tax on long-term capital gains would be required to file a U.S. 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 distributions, 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 OID that accrues over the life of the obligation. Such OID 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 OID 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. Through September 30, 2009, we incurred no OID income.

Taxation of Our U.S. Stockholders

        Distributions.    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 with respect to capital gain 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

108


Table of Contents

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 dividend is made, subject to the October, November, December rule described above.

        In general, the tax rates applicable to our dividends other than dividends designated as capital gain dividends will be the standard ordinary income tax rates, and not the lower federal income tax rate applicable to "qualified dividend income." If we distribute dividends that are attributable to actual dividend income received by us that is eligible to be, and is, designated by us as qualified dividend income, such dividends would be eligible for such lower federal income tax rate. For this purpose, "qualified dividend income" means dividends received by us from United States corporations and qualifying foreign corporations, provided that both we and the stockholder recipient of our dividends satisfy certain holding period and other requirements in respect of our shares (in the case of our stockholder) and the stock of such corporations (in our case). However, we do not anticipate receiving or distributing a significant amount of qualified dividend income.

        If a stockholder participates in our dividend reinvestment plan, any dividends reinvested under the plan will be taxable to the stockholder to the same extent, and with the same character, as if the stockholder had received the dividend in cash. The stockholder will have an adjusted basis in the additional common shares purchased through the plan equal to the amount of the reinvested dividend. The additional shares will have a new holding period commencing on the day following the day on which the shares are credited to the stockholder's account.

        Sale of Our Shares.    A U.S. stockholder generally will recognize taxable gain or loss if the U.S. stockholder sells or otherwise disposes of his, her or its shares of our common stock. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the U.S. stockholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. Under the tax laws in effect as of the date of this prospectus, individual U.S. stockholders are subject to a maximum federal income tax rate of 15% on their net capital gain (i.e., the excess of realized net long-term capital gain over realized net short-term capital loss for a taxable year) including any long-term capital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. stockholders currently are subject to federal income tax on net capital gain at the same rates applied to their ordinary income (currently up to a maximum of 35%). Capital losses are subject to limitations on use for both corporate and non-corporate stockholders.

        Backup Withholding.    We may be required to withhold federal income tax, or backup withholding, currently at a rate of 28%, from all taxable dividends to any non-corporate U.S. stockholder (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding, or (2) with respect to whom the Internal Revenue Service, or IRS, notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual's taxpayer identification number is generally his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder's federal income tax liability, provided that proper information is provided to the IRS.

109


Table of Contents


REGULATION AS A BUSINESS DEVELOPMENT COMPANY

        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, as defined in the 1940 Act.

        We intend to conduct our business so as to retain our status as a business development company. A business development company may use capital provided by public stockholders and from other sources to invest in long-term private investments in businesses. A business development company provides stockholders the ability to retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies. 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 certain types of investments in assets described in Sections 55(a)(1)-(3) of the 1940 Act.

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, other than assets defined in Section 55(a)(7) ("operating assets"), which includes certain interests in furniture, equipment, real estate, or leasehold improvements, represent at least 70% of the company's total assets, exclusive of operating assets. The types of qualifying assets in which we may invest under the 1940 Act include, but are not limited to, the following:

110


Table of Contents

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 our common stock is made, the involuntary liquidation preference of any outstanding 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.

Significant Managerial Assistance

        A business development company generally must make available significant managerial assistance to issuers of certain of its portfolio securities that the business development company counts as a qualifying asset for the 70% test described above. 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. Significant managerial assistance also includes the exercise of a controlling influence over the management and policies of the portfolio company. 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.

Investment Policies

        We seek to achieve a high level of current income and capital gains through investments in debt securities and preferred and common stock that we acquired in connection with buyout and other recapitalizations. The following investment policies may not be changed without the approval of our Board of Directors:

111


Table of Contents

With the exception of our policy to conduct our business as a business development company, these policies are not fundamental and may be changed without stockholder approval.


DESCRIPTION OF OUR SECURITIES

        Our authorized capital stock consists of 50,000,000 shares of capital stock, $0.001 par value per share, all of which is currently designated as common stock. Under our articles of incorporation, our Board of Directors is authorized to classify and reclassify any unissued shares of capital stock without requiring stockholder approval. The following summary description of our capital stock is not necessarily complete and is subject to, and qualified in its entirety by, our articles of incorporation. Please review our articles of incorporation for a more detailed description of the provisions summarized below.

Common Stock

        All shares of our common stock have equal rights as to earnings, assets, dividends and voting privileges and, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when declared by our Board of Directors out of funds legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws. In the event of our liquidation, dissolution or winding up, each share of our common stock is entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any is outstanding at the time. Each share of our common stock is entitled to one vote and does not have cumulative voting rights, which means that holders of a majority of such shares, if they so choose, could elect all of the directors, and holders of less than a majority of such shares would, in that case, be unable to elect any director. Our common stock is listed on The Nasdaq Global Select Market under the ticker symbol "GLAD."

Senior Common Stock and Preferred Stock

        Our articles of incorporation give the Board of Directors the authority, without further action by stockholders, to issue shares of "senior common stock" or preferred stock, which we refer to collectively as Senior Equity Securities, in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon such Senior Equity Securities, including dividend rights, conversion rights, voting rights, rights and terms of redemption, and liquidation preference, any or all of which may be greater than the rights of the common stock. Thus, the Board of Directors could authorize the issuance of shares of Senior Equity Securities with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. The issuance of Senior Equity Securities could adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation, and could also decrease the market price of our common stock.

112


Table of Contents

        You should note, however, that any issuance of Senior Equity Securities must comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, such Senior Equity Securities 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 Senior Equity Securities, 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 such Senior Equity Securities are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding Senior Equity Securities. We have no present plans to issue any shares of Senior Equity Securities, but believe that the availability for issuance of Senior Equity Securities will provide us with increased flexibility in structuring future financings. If we offer Senior Equity Securities under this prospectus, we will issue an appropriate prospectus supplement. You should read that prospectus supplement for a description of the Senior Equity Securities, including, but not limited to, whether there will be an arrearage in the payment of dividends or sinking fund installments, if any, restrictions with respect to the declaration of dividends, requirements in connection with the maintenance of any ratio or assets, or creation or maintenance of reserves, or provisions for permitting or restricting the issuance of additional securities.

Subscription Rights

        We may issue subscription rights to our stockholders to purchase common stock or preferred stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such underwriters would purchase any offered securities remaining unsubscribed after such subscription rights offering to the extent permissible under applicable law. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering.

        The applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being delivered:

113


Table of Contents

        Each subscription right would entitle the holder of the subscription right to purchase for cash such amount of shares of common stock, or preferred stock, at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights would become void.

        Subscription rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock, or preferred stock, purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable prospectus supplement.

Warrants

        The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the prospectus supplement relating to such warrants.

        We may issue warrants to purchase shares of our common stock. Such warrants may be issued independently or together with shares of common stock or other equity or debt securities and may be attached or separate from such securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

        A prospectus supplement will describe the particular terms of any series of warrants we may issue, including the following:

114


Table of Contents

        We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

        Prior to exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise any voting rights.

        Under the 1940 Act, we may generally only offer warrants (except for warrants expiring not later than 120 days after issuance and issued exclusively and ratably to a class of our security holders) on the condition that (1) the warrants expire by their terms within ten years; (2) the exercise or conversion price is not less than the current market value of the securities underlying the warrants at the date of issuance; (3) our stockholders authorize the proposal to issue such warrants (our stockholders approved such a proposal to issue long-term rights, including warrants, in connection with our 2008 annual meeting of stockholders) and a "required" majority of our Board of Directors approves such issuance on the basis that the issuance is in the best interests of Gladstone Capital and our stockholders; and (4) if the warrants are accompanied by other securities, the warrants are not separately transferable unless no class of such warrants and the securities accompanying them has been publicly distributed. A "required" majority of our Board of Directors is a vote of both a majority of our directors who have no financial interest in the transaction and a majority of the directors who are not interested persons of the company. The 1940 Act also provides that the amount of our voting securities that would result from the exercise of all outstanding warrants, options and subscription rights at the time of issuance may not exceed 25% of our outstanding voting securities.

Debt Securities

        Any debt securities that we issue may be senior or subordinated in priority of payment. We have no present plans to issue any debt securities. If we offer debt securities under this prospectus, we will provide a prospectus supplement that describes the ranking, whether senior or subordinated, the specific designation, the aggregate principal amount, the purchase price, the maturity, the redemption terms, the interest rate or manner of calculating the interest rate, the time of payment of interest, if any, the terms for any conversion or exchange, including the terms relating to the adjustment of any conversion or exchange mechanism, the listing, if any, on a securities exchange, the name and address of the trustee and any other specific terms of the debt securities.

115


Table of Contents


CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR
ARTICLES OF INCORPORATION AND BYLAWS

        Our articles of incorporation and bylaws and the Maryland General Corporation Law contain certain provisions that could make more difficult the acquisition of us by means of a tender offer, a proxy contest or otherwise. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate first with our Board of Directors. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging such proposals because, among other things, negotiation of such proposals might result in an improvement of their terms. The description set forth below is intended as a summary only and is qualified in its entirety by reference to our articles of incorporation and bylaws, as amended, which are filed as exhibits to the registration statement of which this prospectus is a part.

Classified Board of Directors

        In accordance with our bylaws, our Board of Directors is divided into three classes of directors serving staggered three-year terms. Under the Maryland General Corporation Law, each class must consist as nearly as possible of one-third of the directors then elected to our Board of Directors and our board is currently divided into three classes two of which have three directors and one of which has four directors. A classified board may render more difficult a change in control of us or removal of our incumbent management. We believe, however, that the longer time required to elect a majority of a classified board of directors will help to ensure continuity and stability of our management and policies.

        Our classified board could have the effect of making the replacement of incumbent directors more time consuming and difficult. Because our directors may only be removed for cause, at least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of our Board of Directors. Thus, our classified board could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to change control of us or another transaction that might involve a premium price for our common stock that might be in the best interest of our stockholders.

Number of Directors; Removal; Vacancies

        Our articles of incorporation provide that the number of directors will be determined pursuant to our bylaws and our bylaws provide that a majority of our entire Board of Directors may at any time increase or decrease the number of directors. In addition, our bylaws provide that the number of directors shall not be increased by 50% or more in any 12-month period without the approval of at least 662/3% of the members of our Board of Directors then in office. Our bylaws provide that any vacancies will be filled by the vote of a majority of the remaining directors, even if less than a quorum, and the directors so appointed shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified. Accordingly, our Board of Directors could temporarily prevent any stockholder from enlarging the Board of Directors and filling the new directorships with such stockholder's own nominees.

        Our bylaws also provide that, except as may be required by law or our articles of incorporation, our directors may only be removed for cause and only by the affirmative vote of 75% of the voting power of all of the shares of our capital stock then entitled to vote generally in the election of directors, voting together as a single class.

Stockholder Approval Requirements

        Maryland General Corporation Law provides that stockholder action can be taken only at an annual or special meeting of stockholders or by unanimous written consent in lieu of a meeting. These

116


Table of Contents


provisions may have the effect of delaying consideration of a stockholder proposal until the next annual meeting.

Advance Notice Provisions for Stockholder Nominations and Stockholder Proposals

        Our bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders, which we refer to as the stockholder notice procedure.

        The stockholder notice procedure provides that (1) only persons who are nominated by, or at the direction of, the Board of Directors, or by a stockholder who has given timely written notice containing specified information to our secretary prior to the meeting at which directors are to be elected, will be eligible for election as directors and (2) at an annual meeting only such business may be conducted as has been brought before the meeting by, or at the direction of, our Board of Directors or by a stockholder who has given timely written notice to our secretary of such stockholder's intention to bring such business before the meeting. Except for stockholder proposals submitted in accordance with the federal proxy rules as to which the requirements specified therein shall control, notice of stockholder nominations or business to be conducted at an annual meeting must be received by us prior to the first anniversary of the previous year's annual meeting. If we call a special meeting of stockholders for the purpose of electing directors, stockholder nominations must be received by us not earlier than the 90th day prior to such meeting and not later than the later of the 60th day prior to such meeting or the 10th day following the day on which notice of the date of a special meeting of stockholders was given.

        The purpose of requiring stockholders to give us advance notice of nominations and other business is to afford our Board of Directors a meaningful opportunity to consider the qualifications of the proposed nominees and the advisability of the other proposed business and, to the extent deemed necessary or desirable by the Board of Directors, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure for conducting meetings of stockholders. Although our bylaws do not give our Board of Directors any power to disapprove stockholder nominations for the election of directors or proposals for action, they may have the effect of precluding a contest for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.

Authority to Issue Senior Equity Securities without Stockholder Approval

        Our articles of incorporation permit our Board of Directors to issue up to 50,000,000 shares of capital stock. In addition, our Board of Directors, without any action by our stockholders, may amend our articles of incorporation from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. Our Board of Directors may classify or reclassify any unissued common stock or preferred stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of any such stock. Thus, our Board of Directors could authorize the issuance of senior common stock or preferred stock with terms and conditions that could have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock.

Amendment of Articles of Incorporation and Bylaws

        Our articles of incorporation may be amended, altered, changed or repealed, subject to the resolutions providing for any class or series of preferred stock, only by the affirmative vote of both a

117


Table of Contents


majority of the members of our Board of Directors then in office and a majority of the voting power of all of the shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class.

        Our articles of incorporation also provide that the bylaws may be adopted, amended, altered, changed or repealed by the affirmative vote of the majority of our Board of Directors then in office. Any action taken by our stockholders with respect to adopting, amending, altering, changing or repealing our bylaws may be taken only by the affirmative vote of the holders of at least 75% of the voting power of all of the shares of our capital stock then entitled to vote generally in the election of directors, voting together as a single class.

        These provisions are intended to make it more difficult for stockholders to circumvent certain other provisions contained in our articles of incorporation and bylaws, such as those that provide for the classification of our Board of Directors. These provisions, however, also will make it more difficult for stockholders to amend the articles of incorporation or bylaws without the approval of the Board of Directors, even if a majority of the stockholders deems such amendment to be in the best interests of all stockholders.

Limitation on Liability of Directors

        We have adopted provisions in our articles of incorporation, which, to the fullest extent permitted by Maryland law and as limited by the 1940 Act, limit the liability of our directors and officers for monetary damages. Under our articles of incorporation we shall indemnify (1) our directors and officers to the fullest extent permitted by the General Laws of the State of Maryland as limited by the 1940 Act or any valid rule, regulation or order of the SEC thereunder, including the advance of expenses under the procedures and to the fullest extent permitted by law and (2) other employees and agents to such extent as shall be authorized by our Board of Directors or our bylaws and be permitted by law. The effect of these provisions is to eliminate our rights and the rights of our stockholders (through stockholders' derivative suits on our behalf) to recover monetary damages against one of our directors or officers for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior) except to the extent this limitation is not permitted under applicable law, including the 1940 Act. These provisions do not limit or eliminate our rights or the rights of any of our stockholders to seek non-monetary relief such as an injunction or rescission in the event one of our directors or officers breaches his or her duty of care. These provisions also will not alter the liability of our directors or officers under federal securities laws.


SHARE REPURCHASES

        Shares of closed-end investment companies frequently trade at discounts to net asset value. We cannot predict whether our shares will trade above, at or below net asset value. The market price of our common stock is determined by, among other things, the supply and demand for our shares, our investment performance and investor perception of our overall attractiveness as an investment as compared with alternative investments. Our Board of Directors has authorized our officers, in their discretion and subject to compliance with the 1940 Act and other applicable law, to purchase on the open market or in privately negotiated transactions, outstanding shares of our common stock in the event that our shares trade at a discount to net asset value. We can not assure you that we will ever conduct any open market purchases and if we do conduct open market purchases, we may terminate them at any time.

        In addition, if our shares publicly trade for a substantial period of time at a substantial discount to our then current net asset value per share, our Board of Directors will consider authorizing periodic repurchases of our shares or other actions designed to eliminate the discount. Our Board of Directors would consider all relevant factors in determining whether to take any such actions, including the effect

118


Table of Contents

of such actions on our status as a RIC under the Code and the availability of cash to finance these repurchases in view of the restrictions on our ability to borrow. We can not assure you that any share repurchases will be made or that if made, they will reduce or eliminate market discount. Should we make any such repurchases in the future, we expect that we would make them at prices at or below the then current net asset value per share. Any such repurchase would cause our total assets to decrease, which may have the effect of increasing our expense ratio. We may borrow money to finance the repurchase of shares subject to the limitations described in this prospectus. Any interest on such borrowing for this purpose would reduce our net income.


PLAN OF DISTRIBUTION

        We may sell the Securities through underwriters or dealers, directly to one or more purchasers, including existing stockholders in a rights offering, or through agents or through a combination of any such methods of sale. In the case of a rights offering, the applicable prospectus supplement will set forth the number of shares of our common stock issuable upon the exercise of each right and the other terms of such rights offering. Any underwriter or agent involved in the offer and sale of the Securities will also be named in the applicable prospectus supplement.

        The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, in "at the market offerings" within the meaning of Rule 415(a)(4) of the Securities Act, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that in the case of our common stock, the offering price per share less any underwriting commissions or discounts must equal or exceed the net asset value per share of our common stock except (i) in connection with a rights offering to our existing stockholders, (ii) with the consent of the majority of our common stockholders, or (iii) under such other circumstances as the SEC may permit.

        In connection with the sale of the Securities, underwriters or agents may receive compensation from us or from purchasers of the Securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the Securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them on the resale of the Securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement. The maximum commission or discount to be received by any Financial Industry Regulatory Authority, or FINRA, member or independent broker-dealer will not exceed 8%.

        We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell Securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

        Any of our common stock sold pursuant to a prospectus supplement will be listed on The Nasdaq Global Select Market, or another exchange on which our common stock is traded.

119


Table of Contents

        Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

        If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase the Securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

        In order to comply with the securities laws of certain states, if applicable, the Securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the Securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.


CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

        Our securities are held under a custodian agreement with The Bank of New York Mellon Corp. The address of the custodian is: 2 Hanson Place, Sixth Floor, Brooklyn, NY 11217. Our assets are held under bank custodianship in compliance with the 1940 Act. Securities held through our wholly-owned subsidiary, Business Investment, are held under a custodian agreement with The Bank of New York Mellon Corp., which acts as collateral custodian pursuant to Business Investment's credit facility with Deutsche Bank AG and certain other parties. The address of the collateral custodian is 2 Hanson Place, Sixth Floor, Brooklyn, NY 11217. BNY Mellon Shareowner Services acts as our transfer and dividend paying agent and registrar. The principal business address of BNY Mellon Shareowner Services is 480 Washington Boulevard, Jersey City, New Jersey 07310, telephone number 800-274-2944. BNY Mellon Shareowner Services also maintains an internet website at http://stock.bankofny.com.


BROKERAGE ALLOCATION AND OTHER PRACTICES

        Since we generally acquire and dispose of our investments in privately negotiated transactions, we will infrequently use securities brokers or dealers in the normal course of our business. Subject to policies established by our Board of Directors, our Adviser will be primarily responsible for the execution of transactions involving publicly traded securities and the allocation of brokerage commissions in respect thereof, if any. In the event that our Adviser executes such transactions, we do not expect our Adviser to execute transactions through any particular broker or dealer, but we would expect our Adviser to seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm's risk and skill in positioning blocks of securities. While we expect that our Adviser generally will seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, our Adviser may select a broker based partly upon brokerage or research services provided to us, our Adviser and any of its other clients. In return for such services, we may pay a higher commission than other brokers would charge if our Adviser determines in good faith that such

120


Table of Contents


commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms either of the particular transaction or our Adviser's overall responsibilities with respect to all of our Adviser's clients.


LEGAL MATTERS

        The legality of securities offered hereby will be passed upon for us by Cooley Godward Kronish LLP, Reston, Virginia. Certain legal matters will be passed upon for the underwriters, if any, by the counsel named in the accompanying prospectus supplement.


EXPERTS

        The financial statements as of September 30, 2009 and September 30, 2008 and for each of the three years in the period ended September 30, 2009 and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) as of September 30, 2009 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

121


Table of Contents


GLADSTONE CAPITAL CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements

       

Report of Management on Internal Controls

    F-2  

Report of Independent Registered Public Accounting Firm

    F-3  

Consolidated Statements of Assets and Liabilities as of September 30, 2009 and September 30, 2008

    F-4  

Consolidated Schedules of Investments as of September 30, 2009 and September 30, 2008

    F-5  

Consolidated Statements of Operations for the years ended September 30, 2009, September 30, 2008 and September 30, 2007

    F-16  

Consolidated Statements of Changes in Net Assets for the years ended September 30, 2009, September 30, 2008 and September 30, 2007

    F-17  

Consolidated Statements of Cash Flows for the years ended September 30, 2009, September 30, 2008 and September 30, 2007

    F-18  

Financial Highlights for the years ended September 30, 2009, September 30, 2008 and September 30, 2007

    F-19  

Notes to Consolidated Financial Statements

    F-21  

F-1


Table of Contents


Report of Management on Internal Controls

To the Stockholders and Board of Directors of Gladstone Capital Corporation:

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Under the supervision and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of September 30, 2009, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its assessment, management has concluded that our internal control over financial reporting was effective as of September 30, 2009.

        Our management's assessment of the effectiveness of our internal control over financial reporting as of September 30, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

November 23, 2009

F-2


Table of Contents


Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Gladstone Capital Corporation:

        In our opinion, the accompanying consolidated statements of assets and liabilities, including the schedules of investments, and the related statements of operations, changes in net assets and cash flows and the financial highlights present fairly, in all material respects, the financial position of Gladstone Capital Corporation and its subsidiaries at September 30, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2009 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP
McLean, VA
November 23, 2009

F-3


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

 
  September 30,
2009
  September 30,
2008
 

ASSETS

             

Non-Control/Non-Affiliate investments (Cost 9/30/09: $312,043; 9/30/08: $448,356)

  $ 286,997   $ 407,153  

Control investments (Cost 9/30/09: $52,350; 9/30/08: $12,514)

    33,972     780  
           

Total investments at fair value (Cost 9/30/09: $364,393; 9/30/08 $460,870)

    320,969     407,933  

Cash

    5,276     6,493  

Interest receivable—investments in debt securities

    3,048     3,588  

Interest receivable—employees (Refer to Note 4)

    85     91  

Due from custodian

    3,059     4,544  

Due from Adviser (Refer to Note 4)

    69      

Deferred financing fees

    1,230     1,905  

Prepaid assets

    341     306  

Other assets

    1,833     838  
           

TOTAL ASSETS

  $ 335,910   $ 425,698  
           

LIABILITIES

             

Accounts payable

  $ 67   $ 8  

Interest payable

    378     646  

Fee due to Administrator (Refer to Note 4)

    216     247  

Due to Adviser (Refer to Note 4)

    834     457  

Borrowings under line of credit (Cost 9/30/09: $83,000; 9/30/08: $151,030)

    83,350     151,030  

Accrued expenses and deferred liabilities

    1,800     1,328  

Funds held in escrow

    189     234  
           

TOTAL LIABILITIES

    86,834     153,950  
           

NET ASSETS

  $ 249,076   $ 271,748  
           

ANALYSIS OF NET ASSETS

             

Common stock, $0.001 par value, 50,000,000 shares authorized and 21,087,574 shares issued and outstanding at September 30, 2009 and September 30, 2008, respectively

  $ 21   $ 21  

Capital in excess of par value

    328,203     334,143  

Notes receivable—employees (Refer to Note 4)

    (9,019 )   (9,175 )

Net unrealized depreciation on investments

    (43,425 )   (52,937 )

Net unrealized depreciation on derivative

        (304 )

Net unrealized appreciation on borrowings under line of credit

    (350 )    

Accumulated Net Realized Losses

    (26,354 )    
           

TOTAL NET ASSETS

  $ 249,076   $ 271,748  
           

NET ASSETS PER SHARE

  $ 11.81   $ 12.89  
           

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

F-4


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

NON-CONTROL/NON-AFFILIATE INVESTMENTS

 

  

                     

Non-syndicated Loans:

                     

Access Television Network, Inc. 

 

Service-cable airtime (infomercials)

 

Senior Term Debt
(14.5%, Due 12/2009)(5)(9)

 
$

963
 
$

868
 

ACE Expediters, Inc

 

Service-over-the-ground logistics

 

Senior Term Debt
(13.5%, Due 9/2014)(5)(13)

   
5,106
   
4,864
 

      Common Stock Warrants(8)     200     564  

ActivStyle Acquisition Co. 

 

Service-medical products distribution

 

Senior Term Debt
(13.0%, Due 4/2014)(3)(5)

   
4,000
   
3,940
 

Allison Publications, LLC

 

Service-publisher of consumer oriented magazines

 

Senior Term Debt
(10.0%, Due 9/2012)(5)

   
9,709
   
8,746
 

      Senior Term Debt
(13.0%, Due 12/2010)(5)
    260     246  

Anitox Acquisition Company

 

Manufacturing-preservatives for animal feed

 

Line of Credit, $3,000 available
(4.5%, Due 1/2010)(5)

   
1,700
   
1,681
 

      Senior Term Debt
(8.5%, Due 1/2012)(5)
    2,877     2,823  

      Senior Term Debt
(10.5%, Due 1/2012)(3)(5)
    3,688     3,582  

BAS Broadcasting

 

Service-radio station operator

 

Senior Term Debt
(11.5%, Due 7/2013)(5)

   
7,300
   
5,840
 

      Senior Term Debt
(12.0%, Due 7/2009)(3)(5)(12)
    950     475  

CCS, LLC

 

Service-cable TV franchise owner

 

Senior Term Debt
(non-accrual, Due 8/2008)(5)(10)(12)

   
631
   
126
 

Chinese Yellow Pages Company

 

Service-publisher of Chinese language directories

 

Line of Credit, $700 available
(7.3%, Due 9/2010)(5)

   
450
   
427
 

      Senior Term Debt
(7.3%, Due 9/2010)(5)
    518     488  

CMI Acquisition, LLC

 

Service-recycling

 

Senior Subordinated Term Debt
(10.3%, Due 11/2012)(5)

   
6,233
   
5,890
 

Doe & Ingalls Management LLC

 

Distributor-specialty chemicals

 

Senior Term Debt
(6.8%, Due 11/2010)(5)

   
2,300
   
2,266
 

      Senior Term Debt
(7.8%, Due 11/2010)(3)(5)
    4,365     4,267  

Finn Corporation

 

Manufacturing-landscape equipment

 

Common Stock Warrants(8)

   
37
   
1,223
 

GFRC Holdings LLC

 

Manufacturing-glass-fiber reinforced concrete

 

Line of Credit, $2,000 available
(4.5%, Due 12/2010)

   
   
 

      Senior Term Debt
(9.0%, Due 12/2012)(5)
    6,599     6,450  

      Senior Subordinated Term Debt
(11.5%, Due 12/2012)(3)(5)
    6,665     6,432  

Global Materials Technologies, Inc. 

 

Manufacturing-steel wool products and metal fibers

 

Senior Term Debt
(13.0%, Due 6/2010)(3)(5)

   
4,410
   
3,528
 

Heartland Communications Group

 

Service-radio station operator

 

Senior Term Debt
(10.0%, Due 5/2011)(5)

   
4,567
   
2,726
 

Interfilm Holdings, Inc. 

 

Service-slitter and distributor of plastic films

 

Senior Term Debt
(12.3%, Due 10/2012)(5)

   
4,950
   
4,715
 

F-5


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

International Junior Golf Training Acquisition Company

 

Service-golf training

 

Line of Credit, $1,500 available
(9.0%, Due 5/2010)(5)

  $ 700   $ 690  

      Senior Term Debt
(8.5%, Due 5/2012)(5)
    2,120     2,036  

      Senior Term Debt
(10.5%, Due 5/2012)(3)(5)
    2,500     2,366  

KMBQ Corporation

 

Service-AM/FM radio broadcaster

 

Line of Credit, $200 available
(11.0%, Due 3/2010)(5)

   
153
   
69
 

      Senior Term Debt
(11.0%, Due 3/2010)(5)
    1,785     801  

Legend Communications of Wyoming LLC

 

Service-operator of radio stations

 

Line of Credit, $500 available
(12.0%, Due 6/2011)(5)

   
497
   
450
 

      Senior Term Debt
(12.0%, Due 6/2013)(5)
    9,373     8,482  

Newhall Holdings, Inc. 

 

Service-distributor of personal care products and supplements

 

Line of Credit, $3,000 available
(11.3%, Due 5/2010)(5)

   
1,000
   
945
 

      Senior Term Debt(5)
(11.3%, Due 5/2012)(5)
    3,870     3,657  

      Senior Term Debt
(14.3%, Due 5/2012)(3)(5)
    4,410     4,112  

Northern Contours, Inc. 

 

Manufacturing-veneer and laminate components

 

Senior Subordinated Term Debt
(10.0%, Due 5/2010)(5)

   
6,562
   
5,414
 

Pinnacle Treatment Centers, Inc. 

 

Service-Addiction treatment centers

 

Line of Credit, $500 available
(4.5%, Due 12/2009)

   
   
 

      Senior Term Debt
(10.5%, Due 12/2011)(5)
    2,750     2,633  

      Senior Term Debt
(10.5%, Due 12/2011)(3)(5)
    7,500     7,059  

Precision Acquisition Group Holdings, Inc. 

 

Manufacturing-consumable components for the aluminum industry

 

Equipment Note
(8.5%, Due 10/2011)(5)

   
1,000
   
988
 

      Senior Term Debt
(8.5%, Due 10/2010)(5)
    4,250     4,192  

      Senior Term Debt
(11.5%, Due 10/2010)(3)(5)
    4,074     4,023  

PROFITSystems Acquisition Co. 

 

Service-design and develop ERP software

 

Line of Credit, $350 available
(4.5%, Due 7/2010)

   
   
 

      Senior Term Debt
(8.5%, Due 7/2011)(5)
    1,600     1,468  

      Senior Term Debt
(10.5%, Due 7/2011)(3)(5)
    2,900     2,632  

RCS Management Holding Co. 

 

Service-healthcare supplies

 

Senior Term Debt
(8.5%, Due 1/2011)(3)(5)

   
2,437
   
2,383
 

      Senior Term Debt
(10.5%, Due 1/2011)(4)(5)
    3,060     2,949  

F-6


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Reliable Biopharmaceutical Holdings, Inc. 

 

Manufacturing-pharmaceutical and biochemical intermediates

 

Line of Credit, $5,000 available
(9.0%, Due 10/2010)(5)

  $ 800   $ 788  

      Mortgage Note
(9.5%, Due 10/2014)(5)
    7,335     7,261  

      Senior Term Debt
(9.0%, Due 10/2012)(5)
    1,530     1,507  

      Senior Term Debt
(11.0%, Due 10/2012)(3)(5)
    11,813     11,518  

      Senior Subordinated Term Debt
(12.0%, Due 10/2013)(5)
    6,000     5,640  

      Common Stock Warrants(8)     209     282  

Saunders & Associates

 

Manufacturing-equipment provider for frequency control devices

 

Senior Term Debt
(9.8%, Due 5/2013)(5)

   
10,780
   
10,618
 

SCI Cable, Inc. 

 

Service-cable, internet, voice provider

 

Senior Term Debt
(9.3%, Due 10/2008)(5)(12)

   
2,881
   
576
 

Sunburst Media—Louisiana, LLC

 

Service-radio station operator

 

Senior Term Debt
(10.5%, Due 6/2011)(5)

   
6,411
   
5,817
 

Sunshine Media Holdings

 

Service-publisher regional B2B trade magazines

 

Senior Term Debt
(11.0%, Due 5/2012)(5)

   
16,948
   
15,973
 

      Senior Term Debt
(13.5%, Due 5/2012)(3)(5)
    10,700     9,978  

Thibaut Acquisition Co. 

 

Service-design and disbribute wall covering

 

Line of Credit, $1,000 available
(9.0%, Due 1/2011)(5)

   
1,000
   
933
 

      Senior Term Debt
(8.5%, Due 1/2011)(5)
    1,487     1,387  

      Senior Term Debt
(12.0%, Due 1/2011)(3)(5)
    3,000     2,745  

Tulsa Welding School

 

Service-private welding school

 

Line of credit, $750 available
(9.5%, Due 9/2011)

   
   
 

      Senior Term Debt
(9.5%, Due 9/2013)(5)
    4,144     4,144  

      Senior Term Debt
(12.8%, Due 9/2013)(5)
    7,960     7,950  

VantaCore

 

Service-acquisition of aggregate quarries

 

Senior Subordinated Term Debt
(12.0%, Due 8/2013)(5)

   
13,726
   
13,589
 

Viapack, Inc. 

 

Manufacturing-polyethylene film

 

Senior Real Estate Term Debt
(10.0%, Due 3/2011)(5)

   
775
   
743
 

      Senior Term Debt
(13.0%, Due 3/2011)(3)(5)
    4,061     3,893  

Visual Edge Technology, Inc. 

 

Service-office equipment distribution

 

Line of credit, $3,000 available
(10.8%, Due 9/2011)(5)

   
2,981
   
2,340
 

      Senior Subordinated Term Debt (15.5%, Due 8/2011)(5)     5,000     3,925  

Westlake Hardware, Inc. 

 

Retail-hardware and variety

 

Senior Subordinated Term Debt
(9.0%, Due 1/2011)(5)

   
15,000
   
14,269
 

      Senior Subordinated Term Debt
(10.3%, Due 1/2011)(5)
    10,000     9,400  

Winchester Electronics

 

Manufacturing-high bandwidth connectors and cables

 

Senior Term Debt
(5.3%, Due 5/2013)(5)

   
1,147
   
1,136
 

      Senior Term Debt
(5.7%, Due 5/2013)(5)
    1,690     1,642  

      Senior Subordinated Term Debt
(14.0%, Due 6/2013)(5)
    9,925     9,478  
                   

Subtotal—Non-syndicated loans

           
298,322
   
277,048
 

F-7


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  
                   

Syndicated Loans:

                     

GTM Holdings, Inc. 

 

Manufacturing-socks

 

Senior Subordinated Term Debt
(11.8%, Due 4/2014)(6)

 
$

500
 
$

220
 

Kinetek Acquisition Corp. 

 

Manufacturing-custom engineered motors & controls

 

Senior Term Debt
(3.6%, Due 11/2013)(7)

   
1,438
   
925
 

Puerto Rico Cable Acquisition Company, Inc. 

 

Service-telecommunications

 

Senior Subordinated Term Debt
(7.8%, Due 1/2012)(6)

   
7,174
   
5,713
 

Wesco Holdings, Inc. 

 

Service-aerospace parts and distribution

 

Senior Subordinated Term Debt
(6.0%, Due 3/2014)(7)

   
2,264
   
1,856
 

WP Evenflo Group Holdings Inc. 

 

Manufacturing-infant and juvenile products

 

Senior Term Debt
(8.0%, Due 2/2013)(6)

   
1,901
   
1,235
 

      Senior Preferred Equity(8)     333      

      Junior Preferred Equity(8)     111      

      Common Stock(8)          
                   

Subtotal—Syndicated loans

           
13,721
   
9,949
 
                   

Total Non-Control/Non-Affiliate Investments

         
$

312,043
 
$

286,997
 
                   

CONTROL INVESTMENTS

                     

BERTL, Inc. 

 

Service-web-based evaluator of digital imaging products

 

Line of Credit, $842 available (non-accrual, Due 10/2009)(10)(13)(15)

 
$

930
 
$

 

      Common Stock(8)(15)     424      

Clinton Holdings, LLC

 

Distribution-aluminum sheets and stainless steel

 

Senior Subordinated Term Debt
(12.0%, Due 1/2013)(5)(14)

   
15,500
   
12,013
 

      Escrow Funding Note
(12.0%, Due 1/2013)(5)(14)
    640     496  

      Common Stock Warrants(8)(15)     109      

Defiance Integrated Technologies, Inc. 

 

Manufacturing-trucking parts

 

Senior Term Debt
(11.0%, Due 4/2010)(3)(11)

   
6,005
   
6,005
 

      Senior Term Debt
(11.0%, Due 4/2010)(3)(11)
    1,178     1,178  

      Common Stock(8)(15)     1     816  

Lindmark Acquisition, LLC

 

Service-advertising

 

Senior Subordinated Term Debt
(11.3%, Due 10/2012)(15)(16)

   
12,000
   
10,410
 

      Senior Subordinated Term Debt
(13.0%, Due Upon Demand)(15)(16)
    1,553     1,049  

      Common Stock(8)(15)     1      

LYP Holdings Corp. 

 

Service-yellow pages publishing

 

Line of credit, $1,250 available
(10.0%, Due 7/2010)(15)

   
1,168
   
1,168
 

      Senior Term Debt
(12.5%, Due 2/2012)(15)
    325     325  

      Line of Credit, $3,000 available
(non-accrual, Due 6/2010)(10)(15)
    1,170     421  

      Senior Term Debt
(non-accrual, Due 6/2011)(10)(15)
    2,688      

      Senior Term Debt
(non-accrual, Due 6/2011)(3)(10)(15)
    2,750      

      Common Stock Warrants(8)(15)          

F-8


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

U.S. Healthcare Communications, Inc. 

 

Service-magazine publisher/operator

 

Line of credit, $200 available
(non-accrual, Due 3/2010)(10)(15)

  $ 169   $ 91  

      Line of credit, $450 available
(non-accrual, Due 3/2010)(10)(15)
    450      

      Common Stock(8)(15)     2,470      

Western Directories, Inc. 

 

Service-directory publisher

 

Line of credit, $1,250 available
(non-accrual, Due 12/2009)(10)(15)

   
1,234
   
 

      Preferred Stock(8)(15)     1,584      

      Common Stock(8)(15)     1      
                   

Total Control Investments

         
$

52,350
 
$

33,972
 
                   

Total Investments(17)

         
$

364,393
 
$

320,969
 
                   

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents interest rates in effect at September 30, 2009 and due date represents the contractual maturity date.

(3)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt.

(4)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated, the holder of the Last Out Tranche is paid after the senior debt, however, the debt is also junior to another Last Out Tranche.

(5)
Fair value was based on opinions of value submitted by Standard & Poor's Securities Evaluations, Inc.

(6)
Security valued based on the indicative bid price on or near September 30, 2009, offered by the respective syndication agent's trading desk or secondary desk.

(7)
Security valued based on the transaction sale price subsequent to September 30, 2009 (see Note 12).

(8)
Security is non-income producing.

(9)
Access Television includes a success fee with a fair value of $1.

(10)
BERTL, CCS, U.S. Healthcare, Western Directories and a portion of LYP Holdings are currently past due on interest payments and are on non-accrual. BERTL's loan matured in October 2009 and the Company is actively working to recover amounts due under this loan. However, there is no assurance that there will be any recovery of amounts past due.

(11)
Fair value of security estimated to be equal to cost due to recent recapitalization.

(12)
BAS Broadcasting's loan matured in July 2009, CCS' loan matured in August 2008 and SCI Cable's loan matured in October 2008. The Company is actively working to recover amounts due under these loans, however, there is no assurance that there will be any recovery of amounts past due.

(13)
ACE Expediters' interest and BERTL's interest include paid in kind ("PIK") interest. Please refer to Note 2 "Summary of Significant Accounting Policies."

(14)
Subsequent to September 30, 2009, Clinton Aluminum's senior subordinated term debt and escrow funding note were combined into one term note, with an interest rate of 12.0% and maturity date of January 2013. In addition, a term loan was entered into for $320, with an interest rate of 12.0% and maturity date of January 2013.

(15)
Fair value was based on the total enterprise value of the portfolio company using a liquidity waterfall approach.

(16)
Lindmark's loan agreement was amended in March 2009 such that any unpaid current interest accrues at a conditional interest rate. The conditional interest is not recorded until paid (see Note 2, "Summary of Significant Accounting Policies—Interest Income Recognition").

(17)
Aggregate gross unrealized depreciation for federal income tax purposes is $45,863; aggregate gross unrealized appreciation for federal income tax purposes is $2,439. Net unrealized depreciation is $43,424 based on a tax cost of $364,393.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

F-9


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

NON-CONTROL/NON-AFFILIATE INVESTMENTS

       

Non-syndicated Loans:

                     

Access Television Network, Inc. 

 

Service-cable airtime (infomercials)

 

Senior Term Debt
(10.5%, Due 3/2009)(6)

 
$

1,923
 
$

1,774
 

ACE Expediters, Inc

 

Service-over-the-ground logistics

 

Line of Credit, $850 available
(6.0%, Due 1/2011)

   
   
 

      Senior Term Debt
(9.8%, Due 1/2012)(6)
    11,966     11,248  

      Common Stock Warrants(8)     200     142  

ActivStyle Acquisition Co. 

 

Service-medical products distribution

 

Line of Credit, $1,500 available
(6.7%, Due 7/2009)(6)

   
1,100
   
1,059
 

      Senior Term Debt
(8.5%, Due 9/2012)(6)
    4,721     4,543  

      Senior Term Debt
(10.5%, Due 9/2012)(3)(6)
    4,435     4,213  

Allison Publications, LLC

 

Service-publisher of consumer oriented magazines

 

Line of Credit, $4,000 available
(9.0%, Due 9/2010)

   
   
 

      Senior Term Debt
(9.0%, Due 9/2012)(6)
    10,465     9,568  

Anitox Acquisition Company

 

Manufacturing-preservatives for animal feed

 

Line of Credit, $3,000 available
(6.7%, Due 1/2010)(6)

   
2,000
   
1,880
 

      Senior Term Debt
(8.5%, Due 1/2012)(6)
    3,388     3,185  

      Senior Term Debt
(10.5%, Due 1/2012)(3)(6)
    3,688     3,388  

Badanco Acquisition Corp. 

 

Service-luggage design and distribution

 

Senior Subordinated Term Debt (11.5%, Due 7/2012)(6)

   
9,458
   
8,795
 

BAS Broadcasting

 

Service-radio station operator

 

Senior Term Debt
(11.5%, Due 7/2013)(5)

   
7,300
   
7,209
 

      Senior Term Debt
(12.0%, Due 7/2009)(3)(5)
    1,000     988  

CCS, LLC

 

Service-cable TV franchise owner

 

Senior Term Debt
(9.0%, Due 8/2008)(6)

   
728
   
364
 

Chinese Yellow Pages Company

 

Service-publisher of Chinese language directories

 

Line of Credit, $700 available (9.0%, Due 9/2010)(6)

   
575
   
529
 

      Senior Term Debt
(9.0%, Due 9/2010)(6)
    702     638  

Clinton Holdings, LLC

 

Distribution-aluminum sheets and stainless steel

 

Senior Subordinated Term Debt (12.0%, Due 1/2013)(6)

   
15,500
   
14,880
 

      Common Stock Warrants(8)     109      

CMI Acquisition, LLC

 

Service-recycling

 

Senior Subordinated Term Debt (10.2%, Due 11/2012)(6)

   
6,414
   
6,061
 

Community Media Corporation

 

Service-publisher of free weekly newspapers

 

Senior Term Debt
(7.0%, Due 8/2012)(6)

   
987
   
936
 

Defiance Acquisition Corporation

 

Manufacturing-trucking parts

 

Senior Term Debt
(11.0%, Due 4/2010)(3)(6)

   
6,165
   
5,055
 

Doe & Ingalls Management LLC

 

Distributor-specialty chemicals

 

Senior Term Debt
(6.8%, Due 11/2010)(6)

   
3,100
   
2,945
 

      Senior Term Debt
(7.8%, Due 11/2010)(3)(6)
    4,410     4,167  

F-10


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Finn Corporation

  Manufacturing-landscape equipment   Common Stock Warrants(8)   $ 37   $ 1,578  

GFRC Holdings LLC

 

Manufacturing-glass-fiber reinforced concrete

 

Line of Credit, $3,000 available (6.7%, Due 12/2010)

   
   
 

      Senior Term Debt
(9.3%, Due 12/2012)(6)
    7,362     7,105  

      Senior Subordinated Term Debt (11.8%, Due 12/2012)(3)(6)     6,716     6,414  

Global Materials Technologies, Inc. 

 

Manufacturing-steel wool products and metal fibers

 

Senior Term Debt
(13.0%, Due 11/2009)(3)(6)

   
4,640
   
4,153
 

Heartland Communications Group, LLC

 

Service-radio station operator

 

Line of Credit, $500 available
(10.0%, Due 12/2008)(6)

   
105
   
79
 

      Senior Term Debt
(10.0%, Due 5/2011)(6)
    4,523     3,386  

Interfilm Holdings, Inc. 

 

Service-slitter and distributor of
plastic films

 

Senior Term Debt
(10.5%, Due 10/2012)(6)

   
5,000
   
4,750
 

International Junior Golf Training Acquisition Company

 

Service-golf training

 

Line of Credit, $1,500 available (9.2%, Due 5/2010)(6)

   
1,400
   
1,288
 

      Senior Term Debt
(6.7%, Due 5/2012)(6)
    2,551     2,347  

      Senior Term Debt
(10.5%, Due 5/2012)(3)(6)
    2,500     2,288  

It's Just Lunch International, LLC

 

Service-dating service

 

Line of Credit, $750 available
(6.5%, Due 6/2009)(6)

   
550
   
275
 

      Senior Term Debt
(6.7%, Due 6/2011)(6)
    3,300     1,650  

      Senior Term Debt
(10.5%, Due 6/2011)(3)(6)(9)
    500     250  

KMBQ Corporation

 

Service-AM/FM radio broadcaster

 

Line of Credit, $200 available
(11.0%, Due 3/2010)(6)

   
153
   
137
 

      Senior Term Debt
(11.0%, Due 3/2010)(6)
    1,792     1,594  

Legend Communications of Wyoming LLC

 

Service-operator of radio stations

 

Line of Credit, $500 available
(11.0%, Due 6/2011)(5)

   
397
   
392
 

      Senior Term Debt
(11.0%, Due 6/2013)(5)
    9,250     9,134  

Lindmark Outdoor Advertising LLC

 

Service-advertising

 

Senior Subordinated Term Debt
(11.0%, Due 10/2012)(6)

   
11,421
   
9,651
 

Multi-Ag Media LLC

 

Service-dairy magazine publisher/information database

 

Senior Term Debt
(9.0%, Due 12/2009)(6)

   
2,072
   
1,853
 

Newhall Holdings, Inc. 

 

Service-distributor of personal care products and supplements

 

Line of Credit, $4,000 available
(6.0%, Due 5/2010)(6)

   
2,100
   
1,880
 

      Senior Term Debt
(8.3%, Due 5/2012)(6)
    4,230     3,807  

      Senior Term Debt
(11.3%, Due 5/2012)(3)(6)
    4,500     4,016  

Northern Contours, Inc. 

  Manufacturing-veneer and laminate components   Senior Subordinated Term Debt (10.0%, Due 5/2010)(6)     6,912     6,082  

F-11


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Pinnacle Treatment Centers, Inc. 

 

Service-Addiction treatment centers

 

Line of Credit, $500 available (6.7%, Due 12/2009)

  $   $  

      Senior Term Debt
(8.5%, Due 12/2011)(6)
    3,550     3,319  

      Senior Term Debt
(10.5%, Due 12/2011)(3)(6)
    7,500     6,938  

Precision Acquisition Group Holdings, Inc. 

 

Manufacturing-consumable components for the aluminum industry

 

Equipment Note, $1,500 available
(8.5%, Due 10/2011)(6)

   
1,000
   
993
 

      Senior Term Debt
(8.5%, Due 10/2010)(6)
    4,750     4,714  

      Senior Term Debt
(11.5%, Due 10/2010)(3)(6)
    4,158     4,127  

PROFITSystems Acquisition Co. 

 

Service-design and develop ERP software

 

Line of Credit, $1,250 available (6.7%, Due 7/2009)

   
   
 

      Senior Term Debt
(8.5%, Due 7/2011)(6)
    2,200     2,027  

      Senior Term Debt
(10.5%, Due 7/2011)(3)(6)
    2,900     2,657  

RCS Management Holding Co. 

 

Service-healthcare supplies

 

Senior Term Debt
(8.5%, Due 1/2011)(3)(6)

   
2,875
   
2,695
 

      Senior Term Debt
(10.5%, Due 1/2011)(4)(6)
    3,060     2,815  

Reliable Biopharmaceutical Holdings, Inc. 

 

Manufacturing-pharmaceutical and biochemical intermediates

 

Line of Credit, $5,000 available (9.0%, Due 10/2010)(6)

   
1,600
   
1,528
 

      Mortgage Note
(9.5%, Due 10/2014)(6)
    7,407     7,147  

      Senior Term Debt
(9.0%, Due 10/2012)(6)
    1,800     1,719  

      Senior Term Debt
(11.0%, Due 10/2012)(3)(6)
    11,933     11,352  

      Senior Subordinated Term Debt (12.0%, Due 10/2013)(6)     6,000     5,445  

      Common Stock Warrants(8)     209      

Saunders & Associates

 

Manufacturing-equipment provider for frequency control devices

 

Line of Credit, $2,500 available (6.9%, Due 5/2009)

   
   
 

      Senior Term Debt
(9.8%, Due 5/2013)(6)
    10,945     10,740  

SCI Cable, Inc. 

 

Service-cable, internet, voice provider

 

Senior Term Debt
(11.0%, Due 10/2008)(6)

   
2,712
   
1,355
 

Sunburst Media—Louisiana, LLC

 

Service-radio station operator

 

Senior Term Debt
(9.5%, Due 6/2011)(6)

   
7,857
   
6,728
 

Sunshine Media Holdings

 

Service-publisher regional B2B trade magazines

 

Line of Credit, $3,000 available
(11.0%, Due 5/2010)(6)

   
700
   
627
 

      Senior Term Debt
(11.0%, Due 5/2012)(6)
    17,000     15,300  

      Senior Term Debt
(13.5%, Due 5/2012)(3)(6)
    10,000     8,750  

Thibaut Acquisition Co. 

 

Service-design and disbribute wall covering

 

Line of Credit, $2,000 available (7.0%, Due 1/2011)(6)

   
2,000
   
1,838
 

      Senior Term Debt
(7.0%, Due 1/2011)(6)
    2,013     1,849  

      Senior Term Debt
(10.5%, Due 1/2011)(3)(6)
    3,000     2,685  

F-12


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Tulsa Welding School

  Service-private welding school   Line of credit, $2,000 available
(9.5%, 9/2011)
  $   $  

      Senior Term Debt
(9.5%, 9/2013)(5)
    4,000     4,000  

      Senior Term Debt
(12.8%, 9/2013)(5)
    8,000     8,000  

VantaCore

 

Service-acquisition of aggregate quarries

 

Senior Subordinated Term Debt
(12.0%, 8/2013)(6)

   
13,100
   
12,936
 

Viapack, Inc. 

 

Manufacturing-polyethylene film

 

Senior Real Estate Term Debt (7.0%, Due 3/2011)(6)

   
850
   
780
 

      Senior Term Debt
(11.3%, Due 3/2011)(3)(6)
    4,091     3,733  

Visual Edge Technology, Inc. 

 

Service-office equipment distribution

 

Senior Subordinated Term Debt (11.5%, Due 8/2011)(6)

   
5,000
   
2,925
 

Westlake Hardware, Inc. 

 

Retail-hardware and variety

 

Senior Subordinated Term Debt (9.0%, Due 1/2011)(6)

   
15,000
   
13,800
 

      Senior Subordinated Term Debt (10.3%, Due 1/2011)(6)     10,000     9,000  

Winchester Electronics

 

Manufacturing-high bandwidth connectors and cables

 

Senior Term Debt
(8.0%, Due 5/2013)(6)

   
1,699
   
1,563
 

      Senior Subordinated Term Debt (13.0%, Due 6/2013)(6)     9,950     9,055  
                   

Subtotal—Non-syndicated loans

            371,204     340,816  
                   

Syndicated Loans:

                     

AKQA Holdings

 

Service-market and advertising

 

Senior Term Debt
(7.7%, Due 3/2013)(7)

 
$

8,273
 
$

7,980
 

Bresnan Communications, LLC

 

Service-telecommunications

 

Senior Term Debt
(4.8%, Due 9/2013)(7)

   
3,001
   
2,670
 

      Senior Subordinated Term Debt (7.6%, Due 3/2014)(7)     1,508     1,305  

CHG Companies, Inc. 

 

Service-healthcare staffing

 

Letter of Credit, $400 available (6.0%, Due 12/2012)(7)

   
400
   
356
 

      Senior Term Debt
(5.3%, Due 12/2012)(7)
    1,572     1,399  

      Senior Subordinated Term Debt (8.5%, Due 12/2013)(7)     500     425  

Country Road Communications LLC

 

Service-telecommunications

 

Senior Subordinated Term Debt (11.5%, Due 7/2013)(7)

   
5,973
   
5,880
 

Emdeon Business Services, Inc. 

 

Service-healthcare technology solutions

 

Senior Term Debt
(5.8%, Due 11/2013)(7)

   
2,359
   
2,027
 

      Senior Subordinated Term Debt (8.8%, Due 5/2014)(7)     2,011     1,720  

GTM Holdings, Inc. 

 

Manufacturing-socks

 

Senior Term Debt
(8.5%, Due 10/2013)(7)

   
491
   
359
 

      Senior Subordinated Term Debt (11.8%, Due 4/2014)(7)     500     325  

Greatwide Logistics Services, Inc. 

 

Service-logistics and transportation

 

Senior Term Debt (non-accrual, Due 12/2013)(7)(10)

   
3,950
   
2,765
 

      Senior Subordinated Term Debt (non-accrual, Due 6/2014)(7)(10)     2,000     700  

F-13


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Harrington Holdings, Inc. 

  Service-healthcare products distribution   Senior Term Debt
(6.0%, Due 1/2014)(7)
  $ 2,463   $ 2,192  

      Senior Subordinated Term Debt (9.7%, Due 1/2014)(7)     5,000     3,750  

John Henry Holdings, Inc. 

 

Manufacturing-packaging products

 

Senior Subordinated Term Debt (11.6%, Due 6/2011)(7)

   
8,000
   
7,600
 

Kinetek Acquisition Corp. 

 

Manufacturing-custom engineered motors & controls

 

Senior Term Debt
(6.2%, Due 11/2013)(7)

   
1,478
   
1,326
 

      Senior Subordinated Term Debt (9.2%, Due 5/2014)(7)     1,508     1,275  

Puerto Rico Cable Acquisition Company, Inc. 

 

Service-telecommunications

 

Senior Subordinated Term Debt (11.3%, Due 1/2012)(7)

   
7,189
   
5,570
 

RedPrairie Holding, Inc. 

 

Service-design and develop supply chain software

 

Senior Term Debt
(6.1%, Due 7/2012)(7)

   
4,412
   
4,014
 

      Senior Subordinated Term Debt (9.3%, Due 1/2013)(7)     3,000     2,550  

RiskMetrics Group Holdings, LLC

 

Service-develop risk and wealth management solutions

 

Senior Term Debt
(5.8%, Due 1/2014)(7)

   
1,936
   
1,812
 

United Maritime Group, LLC

 

Service-cargo transport

 

Senior Subordinated Term Debt (11.2%, Due 12/2013)(7)

   
1,000
   
950
 

Wesco Holdings, Inc. 

 

Service-aerospace parts and distribution

 

Senior Term Debt
(6.0%, Due 9/2013)(7)

   
2,451
   
2,212
 

      Senior Subordinated Term Debt (9.5%, Due 3/2014)(7)     2,267     1,980  

WP Evenflo Group Holdings Inc. 

 

Manufacturing-infant and juvenile products

 

Senior Term Debt
(5.3%, Due 2/2013)(7)

   
1,910
   
1,595
 

      Senior Subordinated Term Debt (8.8%, Due 2/2014)(7)     2,000     1,600  
                   

Subtotal—Syndicated loans

            77,152     66,337  
                   

Total Non-Control/Non-Affiliate Investments

         
$

448,356
 
$

407,153
 
                   

CONTROL INVESTMENTS

                     

BERTL, Inc. 

 

Service-web-based evaluator of digital imaging products

 

Line of Credit, $700 available (8.7%, Due 10/2009)(11)(12)

 
$

742
 
$

 

      Common Stock(8)     424      

LYP Holdings Corp. 

 

Service-yellow pages publishing

 

Line of credit, $500 available (10.0%, 5/2009)(12)

   
75
   
 

      Line of Credit, $3,000 available (non-accrual, Due 6/2009)(10)(12)     1,170      

      Senior Term Debt (non-accrual, Due 6/2011)(10)(12)     2,688      

      Senior Term Debt (non-accrual, Due 6/2011)(3)(10)(12)     2,750      

      Common Stock Warrants(8)     1      

U.S. Healthcare Communications, Inc. 

 

Service-magazine publisher/operator

 

Line of credit, $200 available (non-accrual, Due 3/2010)(10)

   
90
   
90
 

      Line of credit, $450 available (non-accrual, Due 3/2010)(10)     450     450  

      Common Stock(8)     2,470     240  

F-14


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

Company(1)
  Industry   Investment(2)   Cost   Fair Value  

Western Directories, Inc. 

 

Service-directory publisher

 

Line of credit, $1,000 available (10%, Due 8/2009)(12)

  $ 69   $  

      Preferred Stock(8)     1,584      

      Common Stock(8)     1      
                   

Total Control Investments

          $ 12,514   $ 780  
                   

Total Investments(13)

         
$

460,870
 
$

407,933
 
                   

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents interest rates in effect at September 30, 2008 and due date represents the contractual maturity date.

(3)
Last Out Tranche of senior debt, meaning if the company is liquidated, the holder of the Last Out Tranche is paid after the senior debt.

(4)
Last Out Tranche of senior debt, meaning if the company is liquidated, the holder of the Last Out Tranche is paid after the senior debt, however the debt is junior to another Last Out Tranche.

(5)
Investment estimated to be equal to cost due to recent acquisition.

(6)
Fair value was based on opinions of value submitted by Standard & Poor's Securities Evaluations, Inc.

(7)
Marketable securities, such as syndicated loans, are valued based on the indicative bid price, as of September 30, 2008, from the respective originating syndication agent's trading desk.

(8)
Security is non-income producing.

(9)
It's Just Lunch may borrow an additional $1,750 of the senior term debt facility, subject to certain conditions including Gladstone Capital's approval, borrowings of $500 were outstanding at September 30, 2008.

(10)
Greatwide, LYP Holdings and U.S. Healthcare are currently past due on interest payments and are on non-accrual.

(11)
BERTL line of credit was overdrawn by $42 as of September 30, 2008. The Company is currently restructuring the line of credit. BERTL interest is currently being capitalized as paid in kind ("PIK") interest. Please refer to Note 2 "Summary of Significant Accounting Policies."

(12)
Fair value was based on the total enterprise value of the issuer using a liquidity waterfall approach.

(13)
Aggregate gross unrealized depreciation for federal income tax purposes is $54,477; aggregate gross unrealized appreciation for federal income tax purposes is $1,540. Net unrealized depreciation is $52,937 based on a tax cost of $460,870.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

F-15


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

 
  Year ended September 30,  
 
  2009   2008   2007  

INVESTMENT INCOME

                   
 

Interest income—non control/non affiliate investments

  $ 41,134   $ 44,733   $ 35,413  
 

Interest income—control investments

    933     64      
 

Interest income—cash

    11     335     256  
 

Interest income—notes receivable from employees (Refer to Note 4)

    468     471     526  
 

Prepayment fees and other income

    72     122     492  
               
   

Total investment income

    42,618     45,725     36,687  
               

EXPENSES

                   
 

Interest expense

    7,949     8,284     7,226  
 

Loan servicing fee (Refer to Note 4)

    5,620     6,117     3,624  
 

Base management fee (Refer to Note 4)

    2,005     2,212     2,402  
 

Incentive fee (Refer to Note 4)

    3,326     5,311     4,608  
 

Administration fee (Refer to Note 4)

    872     985     719  
 

Professional fees

    1,586     911     523  
 

Amortization of deferred financing fees

    2,778     1,534     267  
 

Stockholder related costs

    415     443     217  
 

Directors' fees

    197     220     234  
 

Insurance expense

    241     227     249  
 

Other expenses

    278     325     328  
               
   

Expenses before credit from Adviser

    25,267     26,569     20,397  
 

Credit to base management and incentive fees from Adviser (Refer to Note 4)

    (3,680 )   (7,397 )   (5,971 )
               
   

Total expenses net of credit to base management and incentive fees

    21,587     19,172     14,426  
               

NET INVESTMENT INCOME

    21,031     26,553     22,261  
               

REALIZED AND UNREALIZED LOSS ON INVESTMENTS, DERIVATIVE AND BORROWINGS UNDER LINE OF CREDIT

                   
 

Net realized (loss) gain on investments

    (26,411 )   (787 )   44  
 

Realized (loss) gain on settlement of derivative

    (304 )   7     39  
 

Net unrealized appreciation (depreciation) on derivative

    304     (12 )   (38 )
 

Net unrealized appreciation (depreciation) on investments

    9,513     (47,023 )   (7,354 )
 

Net unrealized appreciation on borrowings under line of credit

    (350 )        
               
   

Net loss on investments, derivative and borrowings under line of credit

    (17,248 )   (47,815 )   (7,309 )
               

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

  $ 3,783   $ (21,262 ) $ 14,952  
               

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE

                   
   

Basic and Diluted

  $ 0.18   $ (1.08 ) $ 1.13  
               

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING

                   
   

Basic and Diluted

    21,087,574     19,699,796     13,173,822  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

F-16


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(DOLLAR AMOUNTS IN THOUSANDS)

 
  Year ended September 30,  
 
  2009   2008   2007  

Operations:

                   
 

Net investment income

  $ 21,031   $ 26,553   $ 22,261  
 

Net realized (loss) gain on sale of investments

    (26,411 )   (787 )   44  
 

Realized (loss) gain on settlement of derivative

    (304 )   7     39  
 

Net unrealized appreciation (depreciation) on derivative

    304     (12 )   (38 )
 

Net unrealized appreciation (depreciation) on investments

    9,513     (47,023 )   (7,354 )
 

Net unrealized appreciation on borrowings under line of credit

    (350 )        
               
   

Net increase (decrease) in net assets from operations

    3,783     (21,262 )   14,952  
               

Distributions to stockholders from:

                   
 

Net investment income

    (20,795 )   (25,945 )   (19,444 )
 

Gains

    (27 )   (285 )   (2,697 )
 

Tax return of capital

    (5,748 )   (7,149 )    
               
   

Net decrease in net assets from distributions to stockholders

    (26,570 )   (33,379 )   (22,141 )
               

Capital share transactions:

                   
 

Issuance of common stock under shelf offering

        106,226     57,437  
 

Shelf offering costs

    (41 )   (852 )   (672 )
 

Repayment of principal on employee notes

    6     56     301  
 

Reclassification of principal on employee note

    150          
 

Stock surrendered in settlement of withholding tax

            (1,488 )
               
   

Net increase in net assets from capital share transactions

    115     105,430     55,578  
               

Total (decrease) increase in net assets

    (22,672 )   50,789     48,389  

Net assets at beginning of year

    271,748     220,959     172,570  
               

Net assets at end of year

  $ 249,076   $ 271,748   $ 220,959  
               

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

F-17


Table of Contents


GLADSTONE CAPITAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLAR AMOUNTS IN THOUSANDS)

 
  Year ended September 30,  
 
  2009   2008   2007  

CASH FLOWS FROM OPERATING ACTIVITIES

                   
 

Net increase (decrease) in net assets resulting from operations

  $ 3,783   $ (21,262 ) $ 14,952  
 

Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash used in operating activities:

                   
   

Purchase of investments

    (26,366 )   (176,550 )   (261,700 )
   

Principal repayments on investments

    47,490     69,183     86,958  
   

Proceeds from sale of investments

    49,203     1,299     34,860  
   

Net amortization of premiums and discounts

    (95 )   228     139  
   

Increase in investment balance due to payment in kind interest

    (166 )   (58 )    
   

Amortization of deferred financing fees

    2,778     1,534     267  
   

Realized loss on investments

    26,411     787     188  
   

Realized loss on settlement of derivative

    304          
   

Unrealized (appreciation) depreciation on derivative

    (304 )   12     38  
   

Change in net unrealized (appreciation) depreciation on investments

    (9,513 )   47,023     7,354  
   

Change in net unrealized appreciation on borrowings under line of credit

    350          
   

Decrease (increase) in interest receivable

    546     (1,232 )   (1,015 )
   

Decrease (increase) in funds due from custodian

    1,485     (1,313 )   357  
   

(Increase) decrease in prepaid assets

    (35 )   31     (111 )
   

Increase in due from affiliate

    (69 )        
   

Increase in other assets

    (845 )   (490 )   (185 )
   

Increase in accounts payable

    59     2     2  
   

(Decrease) increase in interest payable

    (268 )   59     340  
   

Increase in accrued expenses and deferred liabilities

    472     537     69  
   

Increase (decrease) in fees due to affiliate (Refer to Note 4)

    377     (252 )   468  
   

(Decrease) increase in administration fee due to Gladstone Administration (Refer to Note 4)

    (31 )   10     238  
   

(Decrease) increase in funds held in escrow

    (45 )   234     (203 )
               
     

Net cash provided by (used in) operating activities

    95,521     (80,218 )   (116,984 )
               

CASH FLOW FROM INVESTING ACTIVITIES

                   
   

Redemption (purchase) of U.S. Treasury Bill

        2,484     (2,484 )
               
     

Net cash provided by (used in) investing activities

        2,484     (2,484 )
               

CASH FLOWS FROM FINANCING ACTIVITIES

                   
   

Net proceeds from the issuance of common shares

        106,226     57,437  
   

Shelf offering costs

    (41 )   (852 )   (673 )
   

Borrowings from the line of credit

    48,800     200,618     305,600  
   

Repayments on the line of credit

    (116,830 )   (194,028 )   (211,153 )
   

Distributions paid

    (26,570 )   (33,379 )   (22,141 )
   

Receipt of principal on notes receivable—employees (Refer to Note 4)

    6     56     301  
   

Deferred financing fees

    (2,103 )   (3,253 )   (308 )
   

Withholding tax obligation settlement

            (1,488 )
               
     

Net cash (used in) provided by financing activities

    (96,738 )   75,388     127,575  
               

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

    (1,217 )   (2,346 )   8,107  

CASH, BEGINNING OF YEAR

    6,493     8,839     732  
               

CASH, END OF YEAR

  $ 5,276   $ 6,493   $ 8,839  
               

CASH PAID DURING PERIOD FOR INTEREST

  $ 8,278   $ 8,226   $ 6,886  

CASH PAID DURING PERIOD FOR TAXES

  $   $ 7   $  

NON-CASH FINANCING ACTIVITIES

                   

Reclassification of principal on employee note (Refer to Note 4)

  $ 150   $   $  

Cancellation of employee note receivable (Refer to Note 4)

  $   $   $ 717  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

F-18


Table of Contents


GLADSTONE CAPITAL CORPORATION

FINANCIAL HIGHLIGHTS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT DATA)

 
  Year ended September 30,  
 
  2009   2008   2007  

Per Share Data(1)

                   
 

Net asset value at beginning of period

  $ 12.89   $ 14.97   $ 14.02  
               
 

Income from investment operations(2)

                   
   

Net investment income

    1.00     1.35     1.69  
   

Net realized loss on the sale of investments

    (1.25 )   (0.04 )    
   

Realized loss on settlement of derivative

    (0.01 )        
   

Net unrealized appreciation on derivative

    0.01          
   

Net unrealized (depreciation) appreciation on investments

    0.45     (2.39 )   (0.56 )
   

Net unrealized appreciation on borrowings under line of credit

    (0.02 )        
               
     

Total from investment operations

    0.18     (1.08 )   1.13  
               
 

Distributions to stockholders from(2)(3)

                   
   

Net investment income

    (0.99 )   (1.31 )   (1.48 )
   

Gains

        (0.01 )   (0.20 )
   

Tax return of capital

    (0.27 )   (0.36 )    
               
     

Total distributions

    (1.26 )   (1.68 )   (1.68 )
               
 

Capital share transactions

                   
   

Issuance of common stock under shelf offering

        0.72     1.55  
   

Offering costs

        (0.04 )   (0.05 )
   

Repayment of principal on notes receivable

            0.06  
   

Stock surrendered to settle withholding tax obligation

            (0.06 )
               
     

Total from capital share transactions

        0.68     1.50  
               
 

Net asset value at end of period

  $ 11.81   $ 12.89   $ 14.97  
               
 

Per share market value at beginning of period

  $ 15.24   $ 19.52   $ 22.01  
 

Per share market value at end of period

  $ 8.93   $ 15.24   $ 19.52  
 

Total return(4)

    (30.94 )%   (13.90 )%   (4.40 )%
 

Shares outstanding at end of period

    21,087,574     21,087,574     14,762,574  
 

Statement of Assets and Liabilities Data

                   
 

Net assets at end of period

  $ 249,076   $ 271,748   $ 220,959  
 

Average net assets(5)

  $ 253,316   $ 284,304   $ 189,732  
 

Senior Securities Data

                   
 

Borrowing under line of credit

  $ 83,350   $ 151,030   $ 144,440  
 

Asset coverage ratio(6)(7)

    399 %   286 %   259 %
 

Average coverage per unit(7)

  $ 3,988   $ 2,860   $ 2,594  
 

Ratios/Supplemental Data

                   
 

Ratio of expenses to average net assets(8)

    9.97 %   9.34 %   10.75 %
 

Ratio of net expenses to average net assets(9)

    8.52 %   6.74 %   7.60 %
 

Ratio of net investment income to average net assets

    8.30 %   9.34 %   11.73 %

(1)
Based on actual shares outstanding at the end of the corresponding period.

F-19


Table of Contents


GLADSTONE CAPITAL CORPORATION

FINANCIAL HIGHLIGHTS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AND PER UNIT DATA)

(2)
Based on weighted average basic per share data.

(3)
Distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under accounting principles generally accepted in the United States of America.

(4)
Total return equals the change in the ending market value of the Company's common stock from the beginning of the period taking into account dividends reinvested in accordance with the terms of its dividend reinvestment plan. Total return does not take into account dividends that may be characterized as a return of capital. For further information on estimated character of the Company's dividends please refer to Note 9.

(5)
Average net assets are computed using the average of the balance of net assets at the end of each month of the reporting period.

(6)
As a business development company, the Company is generally required to maintain a ratio of at least 200% of total assets, less all liabilities and indebtedness not represented by senior securities, to total borrowings.

(7)
Asset coverage ratio is the ratio of the carrying value of the Company's total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is the asset coverage ratio expressed in terms of dollar amounts per $1,000 of indebtedness.

(8)
Ratio of expenses to average net assets is computed using expenses before credits from Adviser to the base management and incentive fees and including income tax expense.

(9)
Ratio of net expenses to average net assets is computed using total expenses net of credits from Adviser to the base management and incentive fees and including income tax expense.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

F-20


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 1. Organization

        Gladstone Capital Corporation (the "Company") was incorporated under the General Corporation Laws of the State of Maryland on May 30, 2001. The Company is a closed-end, non-diversified management investment company that has elected to be treated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company has elected to be treated for tax purposes as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company's investment objectives are to achieve a high level of current income by investing in debt securities, consisting primarily of senior notes, senior subordinated notes and junior subordinated notes, of established private businesses that are substantially owned by leveraged buyout funds, individual investors or are family-owned businesses, with a particular focus on senior notes. In addition, the Company may acquire from others existing loans that meet this profile.

        Gladstone Business Loan, LLC ("Business Loan"), a wholly-owned subsidiary of the Company, was established on February 3, 2003 for the purpose of holding the Company's portfolio of loan investments. Gladstone Capital Advisers, Inc. is also a wholly-owned subsidiary of the Company, which was established on December 30, 2003.

        Gladstone SBIC, LP ("Gladstone SBIC") and Gladstone SBIC GP, LLC, the general partner of Gladstone SBIC, were established on December 4, 2008 as wholly-owned subsidiaries of the Company for the purpose of applying for and holding a license to enable the Company, through Gladstone SBIC, to make investments in accordance with the United States Small Business Administration guidelines for small business investment companies.

        Gladstone Financial Corporation ("Gladstone Financial"), a wholly-owned subsidiary of the Company, was established on November 21, 2006 for the purpose of holding a license to operate as a Specialized Small Business Investment Company. Gladstone Financial (previously known as Gladstone SSBIC Corporation) acquired this license in February 2007. This will enable the Company, through this subsidiary, to make investments in accordance with the United States Small Business Administration guidelines for specialized small business investment companies.

        The financial statements of the subsidiaries are consolidated with those of the Company.

        The Company is externally managed by Gladstone Management Corporation (the "Adviser"), an unconsolidated affiliate of the Company.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

F-21


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)

Consolidation

        Under Article 6 of Regulation S-X under the Securities Act of 1933, as amended, and the authoritative accounting guidance provided by the AICPA Audit and Accounting Guide for Investment Companies, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company.

Use of Estimates

        The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") 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 when purchased. Cash is carried at cost which approximated fair value as of September 30, 2009 and September 30, 2008. There were no cash equivalents as of September 30, 2009 and September 30, 2008.

Concentration of Credit Risk

        The Company places its cash and cash equivalents with financial institutions and, at times, cash held in accounts may exceed the Federal Deposit Insurance Corporation insured limit. The Company seeks to mitigate this risk by depositing funds with major financial institutions.

Classification of Investments

        The 1940 Act requires classification of the Company's investments by its respective level of control. As defined in the 1940 Act, "Control Investments" are investments in those portfolio companies that the Company is deemed to "Control." "Affiliate Investments" are investments in those portfolio companies that are "Affiliated Companies" of the Company, as defined in the 1940 Act, other than Control Investments. "Non-Control/Non-Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments. In general, the 1940 Act prescribes that the Company has control over a portfolio company if it owns greater than 25% of the voting securities of the portfolio company. The Company is deemed to be an affiliate of a portfolio company if it owns between 5% and 25% of the voting securities of such portfolio company or has one or more seats on the affiliated company's board of directors. However, if the Company holds 50% or more contractual representation on a portfolio company's board of directors, the Company will be deemed to have control over the portfolio company.

F-22


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)

Investment Valuation Policy

        The Company carries its investments at market value to the extent that market quotations are readily available and reliable, and otherwise at fair value, as determined in good faith by its Board of Directors. In determining the fair value of the Company's investments, the Adviser has established an investment valuation policy (the "Policy"). The Policy is approved by the Company's Board of Directors and each quarter the Board of Directors reviews whether the Adviser has applied the Policy consistently and votes whether or not to accept the recommended valuation of the Company's investment portfolio.

        The Company uses generally accepted valuation techniques to value its portfolio unless the Company has specific information about the value of an investment to determine otherwise. From time to time the Company may accept an appraisal of a business in which the Company holds securities. These appraisals are expensive and occur infrequently but provide a third-party valuation opinion that may differ in results, techniques and scopes used to value the Company's investments. When these specific third-party appraisals are engaged or accepted, the Company uses estimates of value provided by such appraisals and its own assumptions including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date to value the investment the Company has in that business.

        The Policy, which is summarized below, applies to publicly-traded securities, securities for which a limited market exists, and securities for which no market exists.

        Publicly-traded securities:    The Company determines the value of publicly-traded securities based on the closing price for the security on the exchange or securities market on which it is listed and primarily traded on the valuation date. To the extent that the Company owns restricted securities that are not freely tradable, but for which a public market otherwise exists, the Company will use the market value of that security adjusted for any decrease in value resulting from the restrictive feature.

        Securities for which a limited market exists:    The Company values securities that are not traded on an established secondary securities market, but for which a limited market for the security exists, such as certain participations in, or assignments of, syndicated loans, at the quoted bid price. In valuing these assets, the Company assesses trading activity in an asset class and evaluates variances in prices and other market insights to determine if any available quote prices are reliable. If the Company concludes that quotes based on active markets or trading activity may be relied upon, firm bid prices are requested; however, if a firm bid price is unavailable, the Company bases the value of the security upon the indicative bid price offered by the respective originating syndication agent's trading desk, or secondary desk, on or near the valuation date.

        To the extent that the Company uses the indicative bid price as a basis for valuing the security, the Adviser may take further steps to consider additional information to validate that price in accordance with the Policy.

        In the event these limited markets become illiquid such that market prices are no longer readily available, the Company will value its syndicated loans using estimated net present values of the future

F-23


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)


cash flows or discounted cash flows ("DCF"). The use of a DCF methodology follows that prescribed by the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820, "Fair Value Measurements and Disclosures," which provides guidance on the use of a reporting entity's own assumptions about future cash flows and risk-adjusted discount rates when relevant observable inputs, such as quotes in active markets, are not available. When relevant observable market data does not exist, the alternative outlined in ASC 820 is the use of valuing investments based on DCF. For the purposes of using DCF to provide fair value estimates, the Company considers multiple inputs such as a risk-adjusted discount rate that incorporates adjustments that market participants would make both for nonperformance and liquidity risks. As such, the Company develops a modified discount rate approach that incorporates risk premiums including, among others, increased probability of default, or higher loss given default, or increased liquidity risk. The DCF valuations applied to the syndicated loans provide an estimate of what the Company believes a market participant would pay to purchase a syndicated loan in an active market, thereby establishing a fair value. The Company will apply the DCF methodology in illiquid markets until quoted prices are available or are deemed reliable based on trading activity.

        As of September 30, 2009, the Company assessed trading activity in its syndicated loan assets and determined that there had been a return to market liquidity and a better functioning secondary market for these assets. Thus, firm bid prices or indicative bids were used to fair value the Company's remaining syndicated loans at September 30, 2009. However, for those syndicated loans where sales were completed after September 30, 2009, the Company used the respective sales prices to value those syndicated loans.

        Securities for which no market exists:    The valuation methodology for securities for which no market exists falls into three categories: (1) portfolio investments comprised solely of debt securities; (2) portfolio investments in controlled companies comprised of a bundle of securities, which can include debt and equity securities, or both; and (3) portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and equity securities.

        (1) Portfolio investments comprised solely of debt securities:    Debt securities that are not publicly-traded on an established securities market, or for which a limited market does not exist ("Non-Public Debt Securities"), and that are issued by portfolio companies where the Company has no equity or equity-like securities, are fair valued in accordance with the terms of the Policy, which utilizes opinions of value submitted to the Company by Standard & Poor's Securities Evaluations, Inc. ("SPSE"). The Company may also submit paid in kind ("PIK") interest to SPSE for their evaluation when it is determined the PIK interest is likely to be received.

        (2) Portfolio investments in controlled companies comprised of a bundle of investments, which can include debt and equity securities:    The fair value of these investments is determined based on the total enterprise value of the portfolio company, or issuer, utilizing a liquidity waterfall approach, for the Company's Non-Public Debt Securities and equity or equity-like securities (e.g. preferred equity, equity, or other equity-like securities) that are purchased together as part of a package, where the Company has control or could gain control through an option or warrant security, both the debt and equity

F-24


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)


securities of the portfolio investment would exit in the mergers and acquisition market as the principal market, generally through a sale or recapitalization of the portfolio company. In accordance with ASC 820-10, the Company applies the in-use premise of value which assumes the debt and equity securities are sold together. Under this liquidity waterfall approach, the Company first calculates the total enterprise value of the issuer by incorporating some or all of the following factors to determine the total enterprise value of the issuer:

        In gathering the sales to third parties of similar securities, the Company may reference industry statistics and use outside experts. Once the Company has estimated the total enterprise value of the issuer, the Company will subtract the value of all the debt securities of the issuer , which are valued at the contractual principal balance. Fair values of these debt securities are discounted for any shortfall of total enterprise value over the total debt outstanding for the issuer. Once the values for all outstanding senior securities (which include the debt securities) have been subtracted from the total enterprise value of the issuer, the remaining amount, if any, is used to determine the value of the issuer's equity or equity like securities. If, in the Adviser's judgment, the liquidity waterfall approach does not accurately reflect the value of the debt component, the Adviser may recommend that the Company use a valuation by SPSE, or if that is unavailable, a DCF valuation technique.

        (3) Portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and equity securities:    The Company values Non-Public Debt Securities that are purchased together with equity and equity-like securities from the same portfolio company, or issuer, for which the Company does not control or cannot gain control as of the measurement date, using a hypothetical secondary market as the Company's principal market. In accordance with ASC 820-10, the Company determines its fair value of these debt securities of non-control investments assuming the sale of an individual debt security using the in-exchange premise of value. As such, the Company estimates the fair value of the debt component using estimates of value provided by SPSE and its own assumptions in the absence of observable market data, including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. Subsequent to June 30, 2009, for equity or equity-like securities of investments for which the Company does not control or cannot gain control as of the measurement date, the Company estimates the fair value of the equity using the in-exchange premise of value based on factors such as the overall value of the issuer, the relative fair value of other units of account including debt, or other relative value approaches. Consideration also is given to capital structure and other contractual obligations that may impact the fair value of the equity. Further, the Company may utilize comparable values of similar companies, recent investments and indices with similar structures and risk

F-25


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)


characteristics or its own assumptions in the absence of other observable market data and may also employ DCF valuation techniques.

        Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been obtained had a ready market for the securities existed, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. There is no single standard for determining fair value in good faith, as fair value depends upon circumstances of each individual case. In general, fair value is the amount that the Company might reasonably expect to receive upon the current sale of the security in an arms-length transaction in the security's principal market.

        Refer to Note 3 for additional information regarding fair value measurements and the Company's adoption of ASC 820-10.

Interest Income Recognition

        Interest income, adjusted for amortization of premiums and acquisition costs and for the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes 90 days or more past due or if the Company's qualitative assessment indicates that the debtor is unable to service its debt or other obligations, the Company will place the loan on non-accrual status and cease recognizing interest income on that loan until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, the Company remains contractually entitled to this interest. At September 30, 2009, one Non-Control/Non-Affiliate investment and four Control investments were on non-accrual with an aggregate cost basis of approximately $10,022, or 2.8% of the cost basis of all loans in the Company's portfolio. At September 30, 2008, one Non-Control/Non-Affiliate investment and two Control investments were on non-accrual with a cost basis of approximately $13,098 at September 30, 2008, or 2.8% of the cost basis of all loans in the Company's portfolio. Conditional interest, or a success fee, is recorded when earned or upon full repayment of a loan investment.

Paid in Kind Interest

        The Company has two loans in its portfolio which contain PIK provisions. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as income. To maintain the Company's status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends, even though the Company has not yet collected the cash. For the fiscal year ended September 30, 2009, the Company recorded PIK income of $162. For the fiscal year ended September 30, 2008, the Company recorded PIK income of $62. There was no PIK income recorded during the fiscal year ended September 30, 2007.

F-26


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)

Services Provided to Portfolio Companies

        As a business development company under the 1940 Act, the Company is required to make available significant managerial assistance to its portfolio companies. The company provides these services through its Adviser, who provides these services on the Company's behalf through its officers, who are also the Company's officers. Currently, neither the Company nor the Adviser receives fees in connection with managerial assistance.

        The Adviser receives fees for other services it provides to the Company's portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to the Adviser by the borrower or potential borrower upon closing of the investment. The services the Adviser provides to portfolio companies vary by investment, but generally include a broad array of services, such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, consulting turnaround management, merger and acquisition services and recruiting new management personnel. When the Adviser receives fees for these services, 50% of certain of those fees are credited against the base management fee that the Company pays to its Adviser, while others are reimbursements for costs associated with the engagement. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

        The Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to the Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by the Adviser when earned and are not credited against the base management fee.

        The Company may receive fees for non-recurring consulting or origination and closing services it provides to portfolio companies through its Adviser. These fees are paid directly to the Company and are recognized as revenue upon closing of the services provided and are reported as fee income in the consolidated statements of operations.

        As of September 30, 2009 and 2008, Other Assets in the accompanying consolidated statements of assets and liabilities included $1,529 and $560, respectively, of reimbursements for non-recurring costs incurred on behalf of the portfolio companies.

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

        Gains or losses on the sale of investments are calculated by using the specific identification method. Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company's cost basis in the investment at the disposition date and the net proceeds received from such disposition. Unrealized appreciation or depreciation displays the difference between the fair market value of the investment and the cost basis of such investment. Unlike banks, the Company is not permitted to provide a general reserve for anticipated loan losses. Instead, the Company must determine the fair value of each individual investment on a quarterly basis

F-27


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)


and record changes in fair value as unrealized appreciation or depreciation in its consolidated statement of operations.

Deferred Finance Costs

        Costs associated with the Company's line of credit facility with Key Equipment Finance Inc. are deferred and amortized over the life of the credit facility, generally for a period of one year. These costs are amortized in the consolidated statement of operations as amortization of deferred financing fees using the straight line method, which closely approximates the effective interest method.

Investment Advisory and Management Agreement with Gladstone Management Corporation

        The Company is externally managed pursuant to contractual arrangements with its Adviser and a wholly-owned subsidiary of the Adviser, Gladstone Administration, LLC (the "Administrator"), under which its Adviser and Administrator employ all of the Company's personnel and pay its payroll, benefits, and general expenses directly. On October 1, 2006, the Company entered into an amended and restated investment advisory agreement (the "Advisory Agreement") with the Adviser and an administration agreement (the "Administration Agreement") with the Administrator. (Please refer to Note 4. Related Party Transactions).

        Under the Advisory Agreement, the Company pays a 2% annual base management fee computed on the basis of the Company's average gross assets, which are total assets, including investments made with the proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. During the fiscal year ended September 30, 2007, the Adviser's board of directors waived the amount of the fee on senior syndicated loans from an annual rate of 2% to 0.5%. Effective April 1, 2007, when the Company's Adviser receives fees from the Company's portfolio companies, such as investment banking fees, structuring fees or executive recruiting services fees, 50% of certain of these fees will be credited against the base management fee that the Company would otherwise be required to pay to the Company's Adviser. Prior to April 1, 2007, certain of such fees were 100% credited against the 2% base management fee.

        In addition, the Company's Adviser services the loans held by Business Loan, in return for which the Adviser receives a 1.5% annual fee based on the monthly aggregate balance of loans held by Business Loan. Since the Company owns these loans, all loan servicing fees paid to the Adviser are also credited directly against the 2% base management fee.

        The incentive fee consists of two parts: an income-based incentive fee and a capital gains-based incentive fee. The income-based incentive fee rewards the Adviser if the Company's quarterly net investment income (before giving effect to the incentive fee) exceeds 1.75% of the Company's net assets. The Adviser will receive an annual capital gains-based incentive fee of 20% of the Company's realized capital gains (net of realized capital losses and unrealized capital depreciation).

F-28


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)

        Beginning in April 2006, the Company's Board of Directors has accepted from the Adviser unconditional and irrevocable voluntary waivers on a quarterly basis to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5%, to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations. These waivers were applied through September 30, 2009, and any waived fees may not be recouped by the Adviser in the future.

Administration Agreement with Gladstone Administration, LLC

        The Company has entered into the Administration Agreement with the Administrator, a wholly owned subsidiary of the Adviser, which is controlled by the Company's chairman and chief executive officer. Pursuant to the Administration Agreement, the Administrator furnishes the Company with office facilities, equipment and clerical, bookkeeping and record keeping services at such facilities and performs, or oversees the performance of the Company's required administrative services. Such required administrative services include, among other things, being responsible for the financial records which the Company is required to maintain and preparing reports to the Company's stockholders and reports filed with the Securities and Exchange Commission.

        The Administration Agreement requires the Company to reimburse the Administrator for the performance of its obligations under the Administration Agreement. The reimbursement is based upon the allocable portion of the Administrator's overhead, including, but not limited to, rent and the allocable portion of salaries and benefits of the Company's chief financial officer, controller, chief compliance officer, internal counsel, treasurer and their respective staff.

Federal Income Taxes

        The Company intends to continue to qualify for treatment as a RIC under subchapter M of the Code. As a RIC, the Company will not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company must meet certain source-of-income, asset diversification, and annual distribution requirements. Under the annual distribution requirement, the Company is required to distribute at least 90% of its investment company taxable income, as defined by the Code. The Company intends to distribute at least 90% of its ordinary income, and as a result, no income tax provisions have been recorded. The Company may, but does not intend to, pay out a return of capital.

        ASC 740-10, "Income Taxes" requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authorities. Tax positions not deemed to satisfy the "more-likely-than-not" threshold would be recorded as a tax benefit or expense in the current year. As of September 30, 2009 tax years 2006, 2007, 2008 and 2009 were open. The Company has evaluated the implications of ASC 870, for all open tax years and in all major tax jurisdictions, and determined that there is no material impact on the consolidated financial statements.

F-29


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)

Dividends

        Distributions to stockholders are recorded on the ex-dividend date. The Company is required to pay out at least 90% of its ordinary income and short-term capital gains for each taxable year as a dividend to its stockholders in order to maintain its status as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. It is the policy of the Company to pay out as a dividend up to 100% of those amounts. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based on the annual earnings estimated by the management of the Company. Based on that estimate, a dividend is declared each quarter and is paid out monthly over the course of the respective quarter. At year-end the Company may pay a bonus dividend, in addition to the monthly dividends, to ensure that it has paid out at least 90% of its ordinary income and short-term capital gains for the year. The Company may retain long-term capital gains, if any, and not pay them out as dividends. If the Company decides to retain long-term capital gains, the portion of the retained capital gains will be subject to a 35% tax.

Recent Accounting Pronouncements

        On July 1, 2009, the FASB issued FASB Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles," which has been codified as ASC 105-10, "Generally Accepted Accounting Principles" ("ASC 105-10") (the "Codification"). ASC 105-10 establishes the exclusive authoritative reference for U.S. GAAP for use in financial statements, except for SEC rules and interpretive releases, which are also authoritative GAAP for SEC registrants. The Codification does not change current U.S. GAAP but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. All existing accounting standard documents have been superseded and all other accounting literature not included in the Codification is considered non-authoritative. The Codification was effective for the Company during the year ended September 30, 2009 and did not have an impact on its financial condition or results of operations. The Company has included the references to the Codification, as appropriate, in these consolidated financial statements.

        ASC 320, "Investments-Debt and Equity Securities" was issued to make the guidance on other-than-temporary impairment more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. ASC 320-10 requires significant additional disclosures for both annual and interim periods, including the amortized cost basis of available-for-sale and held-to-maturity debt, the methodology and key inputs used to measure the credit portion of other-than-temporary impairment, and a roll forward of amounts recognized in earnings for securities by major security type. ASC 320-10 requires that entities identify major security classes consistent with how the securities are managed based on the nature and risks of the security, and also expands, for disclosure purposes, the list of major security types identified in ASC 320. ASC 320-10 is effective for interim and annual reporting periods ending after June 15, 2009. The Company's adoption of this pronouncement did not have a material impact on the consolidated financial statements.

F-30


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)

        ASC 820, "Fair Value Measurements and Disclosures," defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company's adoption of this pronouncement did not have a material impact on the consolidated financial statements.

        ASC 820-10-35-15A, "Fair Value Measurements and Disclosures," further clarifies the application of the standard in a market that is not active. More specifically, ASC 820-10-35-51E states that significant judgment should be applied to determine if observable data in a dislocated market represents forced liquidations or distressed sales and are not representative of fair value in an orderly transaction. ASC 820-10-35-55A provides further guidance that the use of a reporting entity's own assumptions about future cash flows and appropriately risk-adjusted discount rates is acceptable when relevant observable inputs are not available. In addition, ASC 820-10-35-55B provides guidance on the level of reliance of broker quotes or pricing services when measuring fair value in a non active market stating that less reliance should be placed on a quote that does not reflect actual market transactions and a quote that is not a binding offer. The guidance is effective upon issuance for all financial statements that have not been issued and any changes in valuation techniques as a result of applying the guidance are accounted for as a change in accounting estimate. The Company's adoption of this pronouncement did not have a material impact on the consolidated financial statements.

        ASC 820-10-35-51A, "Fair Value Measurements and Disclosures," provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased when compared with normal market activity for the asset or liability. ASC 820-10-35-51E provides guidance on identifying circumstances that indicate when a transaction is not orderly. ASC 820-10-35-51D emphasizes that the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. The guidance is effective for interim and annual periods ending after June 15, 2009, and shall be applied prospectively. Early adoption is permitted for periods ending after March 15, 2009. The Company's adoption of this pronouncement did not have a material impact on the consolidated financial statements.

        ASC 825, "Financial Instruments," requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements, whether recognized or not recognized in the statement of financial position. The guidance in ASC 825 is effective for interim periods ending after June 15, 2009. The Company adopted this pronouncement during the quarter ended June 30, 2009, and the adoption had no material impact on the Company's consolidated financial statements.

        ASC 855-10-50, "Subsequent Events," was issued in an effort to incorporate accounting guidance that originated as auditing standards into the body of authoritative literature issued by the FASB. Moving the accounting requirements out of the auditing literature and into the accounting literature is consistent with the FASB's objective to codify all authoritative U.S. accounting guidance related to a particular topic in one place. It also provided an opportunity to consider international convergence

F-31


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 2. Summary of Significant Accounting Policies (Continued)


issues. The FASB has established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Although there is new terminology, the standard is based on the same principles as those that previously existed in the auditing standards. The new standard, which includes a required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The Company's adoption of this pronouncement did not have a material impact on the consolidated financial statements.

        ASC 860, "Transfers and Servicing," removes the concept of a qualifying special-purpose entity ("QSPE") and removes the exception from applying to variable interest entities that are QSPEs. This statement also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting. This statement is effective for fiscal years beginning after November 15, 2009, and is effective for the Company's fiscal year beginning October 1, 2010. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements.

        ASC 845, "Variable Interest Entities" amends the accounting and disclosure requirements for the consolidation of variable interest entities ("VIEs"). The elimination of the concept of a QSPE, as discussed above, removes the exception from applying the consolidation guidance within this amendment. This amendment requires an enterprise to perform a qualitative analysis when determining whether or not it must consolidate a VIE. The amendment also requires an enterprise to continuously reassess whether it must consolidate a VIE. Additionally, the amendment requires enhanced disclosures about an enterprise's involvement with VIEs and any significant change in risk exposure due to that involvement, as well as how its involvement with VIEs impacts the enterprise's financial statements. Finally, an enterprise will be required to disclose significant judgments and assumptions used to determine whether or not to consolidate a VIE. This amendment is effective for financial statements issued for fiscal years beginning after November 15, 2009. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements.

Note 3. Investments

        The Company adopted guidance for fair value measurements on October 1, 2008. In part, this guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about assets and liabilities measured at fair value. The guidance provides a consistent definition of fair value that focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. The guidance also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

F-32


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 3. Investments (Continued)

        As of September 30, 2009, all of the Company's assets were valued using Level 3 inputs.

        The following table presents the financial instruments carried at fair value as of September 30, 2009, by caption on the accompanying consolidated statements of assets and liabilities for each of the three levels of hierarchy:

 
  As of September 30, 2009  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in
Consolidated Statements of
Assets and Liabilities
 

Senior Term Debt

  $   $   $ 213,106   $ 213,106  

Senior Subordinated Term Debt

            105,794     105,794  

Preferred Equity Securities

                 

Common Equity Securities

            2,069     2,069  
                   
 

Total investments at fair value

  $   $   $ 320,969   $ 320,969  
                   

Changes in Level 3 Fair Value Measurements

        The following table provides a roll-forward in the changes in fair value during the year from September 30, 2008 to September 30, 2009 for all investments for which the Company determines fair value using unobservable (Level 3) factors. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated by external sources). Accordingly, the losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.

F-33


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 3. Investments (Continued)

Fair value measurements using unobservable data inputs (Level 3)

 
  Non-Control/
Non-Affiliate
Investments
  Control
Investments
  Derivative   Total  

Fair value as of September 30, 2008

  $ 407,153   $ 780   $   $ 407,933  
 

Realized losses(a)

    (26,411 )       (304 )   (26,715 )
 

Reversal of prior period depreciation on realization(b)

    24,531         304     24,835  
 

Unrealized (depreciation) appreciation(b)

    (16,582 )   1,564         (15,018 )
 

New investments, repayments, and settlements, net(c)

    (101,694 )   31,628         (70,066 )
 

Transfers in (out) of Level 3

                 
                   

Fair value as of September 30, 2009

  $ 286,997   $ 33,972   $   $ 320,969  
                   

(a)
Included in net realized loss on investments and realized gain on settlement of derivative on the accompanying consolidated statement of operations for the year ended September 30, 2009.

(b)
Included in unrealized appreciation (depreciation) on investments on the accompanying consolidated statement of operations for the year ended September 30, 2009.

(c)
Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts, premiums and closing fees as well as decreases in the cost basis of investments resulting from principal repayments or sales.

Non-Control/Non-Affiliate Investments

        At September 30, 2009 and 2008, the Company held Non-Control/Non-Affiliate investments in the aggregate of approximately $286,997 and $407,153, at fair value, respectively.

Control and Affiliate Investments

        At September 30, 2009 and September 30, 2008, the Company held Control investments in the aggregate of approximately $33,972 and $780, at fair value, respectively. At September 30, 2009, the Control investments were comprised of BERTL, Inc. ("BERTL"), Clinton Holdings, LLC ("Clinton"), Defiance Integrated Technologies, Inc. ("Defiance"), Lindmark Acquisition, LLC ("Lindmark"), LYP Holdings Corp. ("LYP Holdings"), U.S. Healthcare Communications, Inc. ("U.S. Healthcare") and Western Directories, Inc. ("Western Directories").

F-34


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 3. Investments (Continued)

Investment Concentrations

        At September 30, 2009, the Company had aggregate investments in 48 portfolio companies and approximately 66.1% of the aggregate fair value of such investments was senior term debt, approximately 33.0% was senior subordinated term debt, no investments were in junior subordinated

F-35


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 3. Investments (Continued)


debt and approximately 0.9% was in equity securities. The following table outlines the Company's investments by type at September 30, 2009 and September 30, 2008:

 
  September 30, 2009   September 30, 2008  
 
  Cost   Fair Value   Cost   Fair Value  

Senior Term Debt

  $ 240,172   $ 212,290   $ 297,910   $ 265,297  

Senior Subordinated Term Debt

    118,743     105,794     157,927     140,676  

Preferred Equity Securities

    2,028         1,584      

Common Equity Securities

    3,450     2,885     3,449     1,960  
                   

Total Investments

  $ 364,393   $ 320,969   $ 460,870   $ 407,933  
                   

        Investments at fair value consisted of the following industry classifications as of September 30, 2009 and September 30, 2008:

 
  September 30, 2009   September 30, 2008  
 
   
  Percentage    
  Percentage  
Industry Classification
  Fair Value   Total
Investments
  Net
Assets
  Fair Value   Total
Investments
  Net
Assets
 

Aerospace & Defense

  $ 1,857     0.6 %   0.7 % $ 4,192     1.0 %   1.6 %

Automobile

    7,999     2.5 %   3.2 %   5,055     1.2 %   1.9 %

Broadcast (TV & Radio)

    43,403     13.5 %   17.4 %   52,336     12.8 %   19.2 %

Buildings & Real Estate

    12,882     4.0 %   5.2 %   13,519     3.3 %   5.0 %

Cargo Transport

    5,427     1.7 %   2.2 %   15,805     3.9 %   5.8 %

Chemicals, Plastics & Rubber

    15,884     4.9 %   6.4 %   16,375     4.0 %   6.0 %

Diversified/Conglomerate Manufacturing

    1,236     0.4 %   0.5 %   3,195     0.8 %   1.2 %

Diversified Natural Resources, Precious Metals & Minerals

    13,589     4.2 %   5.5 %   12,936     3.2 %   4.8 %

Electronics

    27,899     8.7 %   11.2 %   35,208     8.6 %   13.0 %

Farming & Agriculture

    9,309     2.9 %   3.7 %   10,031     2.5 %   3.7 %

Finance

                1,812     0.4 %   0.7 %

Healthcare, Education & Childcare

    58,054     18.1 %   23.3 %   76,642     18.8 %   28.2 %

Home & Office Furnishings

    16,744     5.2 %   6.7 %   15,379     3.8 %   5.7 %

Leisure, Amusement, Movies & Entertainment

    5,091     1.6 %   2.0 %   8,097     2.0 %   3.0 %

Machinery

    9,202     2.9 %   3.7 %   9,834     2.4 %   3.6 %

Mining, Steel, Iron & Non-Precious Metals

    21,926     6.8 %   8.8 %   25,095     6.2 %   9.2 %

Personal & Non-durable Consumer Products

    8,714     2.7 %   3.5 %   9,703     2.4 %   3.6 %

Printing & Publishing

    37,864     11.8 %   15.2 %   60,440     14.8 %   22.2 %

Retail Stores

    23,669     7.4 %   9.5 %   22,800     5.6 %   8.4 %

Textiles & Leather

    220     0.1 %   0.1 %   9,479     2.3 %   3.5 %
                               

Total

  $ 320,969     100.0 %       $ 407,933     100.0 %      
                               

F-36


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 3. Investments (Continued)

        The investments at fair value consisted of the following geographic regions of the United States as of September 30, 2009 and September 30, 2008:

 
  September 30, 2009   September 30, 2008  
 
   
  Percentage    
  Percentage  
Geographic Region
  Fair Value   Total
Investments
  Net
Assets
  Fair Value   Total
Investments
  Net
Assets
 

Midwest

  $ 172,263     53.7 %   69.2 % $ 206,271     50.6 %   75.9 %

West

    65,678     20.5 %   26.4 %   85,294     20.9 %   31.4 %

Southeast

    34,708     10.8 %   13.9 %   49,374     12.1 %   18.2 %

Mid-Atlantic

    28,437     8.9 %   11.4 %   50,807     12.4 %   18.7 %

Northeast

    14,170     4.4 %   5.7 %   10,617     2.6 %   3.9 %

U.S. Territory

    5,713     1.8 %   2.3 %   5,570     1.4 %   2.0 %
                               

  $ 320,969     100.0 %       $ 407,933     100.0 %      
                               

        The geographic region depicts the location of the headquarters for the Company's portfolio companies. A portfolio company may have a number of other locations in other geographic regions.

Investment Principal Repayment

        The following table summarizes the contractual principal repayment and maturity of the Company's investment portfolio by fiscal year, assuming no voluntary prepayments:

Fiscal Year Ending September 30,
  Amount  

2010

  $ 50,033  

2011

    86,116  

2012

    72,836  

2013

    123,225  

2014

    19,347  

Thereafter

    6,851  
       

Total Contractual Repayments

    358,408  

Investments in equity securities

    5,478  

Unamortized premiums, discounts and investment acquisition costs on debt securities

    507  
       

Total

  $ 364,393  
       

F-37


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 4. Related Party Transactions

Loans to Employees

        The Company provided loans to employees of the Adviser, who at the time of the loans were joint employees of the Company and either the Adviser, or the Company's previous investment adviser, Gladstone Capital Advisers, Inc., for the exercise of options under the Company's Amended and Restated 2001 Equity Incentive Plan (the "2001 Plan"), which has since been terminated and is no longer in operation. The loans require the quarterly payment of interest at the market rate in effect at the date of issue, have varying terms not exceeding ten years and have been recorded as a reduction of net assets. The loans are evidenced by full recourse notes that are due upon maturity or 60 days following termination of employment, and the shares of common stock purchased with the proceeds of the loan are posted as collateral. No new loans were issued during the fiscal years ended September 30, 2009 and 2008, and the Company received $6, $56 and $301 of principal repayments during the fiscal years ended September 30, 2009, 2008 and 2007, respectively. The Company recognized interest income from all employee stock option loans of $468, $471 and $526, respectively, for the fiscal years ended September 30, 2009, 2008 and 2007. The outstanding principal balances due on all employee stock option loans at September 30, 2009 and 2008 were $9,019 and $9,175, respectively.

        During the three months ended September 30, 2009, $150 of an employee stock option loan to a former employee of the Adviser was transferred from notes receivable—employees to other assets in connection with the termination of his employment with the Adviser and the later amendment of the loan. The interest on the loan from the time the employee stopped working for the Adviser is included in other income on the consolidated statement of operations.

        In July 2007, a loan to an employee, and the shares pledged as collateral under the loan under a related pledge agreement, were cancelled due to an event of default which was triggered by a stop loss provision in the employee's promissory note and pledge agreement. The provision specified that in the event that the aggregate value of the shares pledged under the note, as determined by the intra-day trading price of the shares on Nasdaq, became less than or equal to the aggregate outstanding principal amount of the note, the note would become immediately due and collectible through cancellation of the shares under the terms of the pledge agreement. The Company cancelled 37,109 shares which, in turn, cancelled via a non-cash transaction the remaining outstanding principal of the note of approximately $717.

Investment Advisory and Management Agreement

        The Company is externally managed by the Adviser, which is controlled by our chairman and chief executive officer, under a contractual investment advisory agreement. On October 1, 2006, the Company entered into the Advisory Agreement. Under the Advisory Agreement, the Company pays the Adviser an annual base management fee of 2% of its average total assets, which is defined as total assets less cash and cash equivalents pledged to creditors calculated as of the end of the two most recently completed fiscal quarters and also consists of a two-part incentive fee.

        The first part of the incentive fee is an income-based incentive fee which rewards the Adviser if the Company's quarterly net investment income (before giving effect to any incentive fee) exceeds

F-38


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 4. Related Party Transactions (Continued)


1.75% of the Company's net assets (the "hurdle rate"). The Company pays the Adviser an income incentive fee with respect to its pre-incentive fee net investment income in each calendar quarter as follows:

        The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date) and equals 20% of the Company's realized capital gains as of the end of the fiscal year. In determining the capital gains-based incentive fee payable to the Adviser, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Company's inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in its portfolio.

        The Adviser's board of directors voluntarily waived, for the fiscal quarters within the fiscal year ended September 30, 2009, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations and also waived in its entirety the incentive fee due for the quarter ended September 30, 2009.

        In addition to the base management and incentive fees under the Advisory Agreement, certain fees received by the Adviser from the Company's portfolio companies are paid by the Adviser and credited under the Advisory Agreement. Effective April 1, 2007, 50% of certain of the fees received by the Adviser are credited against the base management fee, whereas prior to such date 100% of those fees were credited against the base management fee. In addition, the Company continues to pay its direct expenses including, but not limited to, directors' fees, legal and accounting fees, stockholder related expenses, and directors and officers insurance under the Advisory Agreement.

F-39


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 4. Related Party Transactions (Continued)

        The following tables summarize the management fees, incentive fees and associated credits reflected in the accompanying consolidated statements of operations:

 
  Year Ended September 30,  
 
  2009   2008   2007  

Base management fee(1)

  $ 2,005   $ 2,212   $ 2,402  

Credit for fees received by Adviser from the portfolio companies

    (89 )   (1,678 )   (1,660 )

Fee reduction for the voluntary, irrevocable waiver of 2% fee on senior syndicated loans to 0.5% per annum(2)

    (265 )   (408 )   (481 )
               
 

Net base management fee

  $ 1,651   $ 126   $ 261  
               

Incentive fee

  $ 3,326   $ 5,311   $ 4,608  

Credit from voluntary, irrevocable waiver issued by Adviser's board of directors

    (3,326 )   (5,311 )   (3,830 )
               
 

Net incentive fee

  $   $   $ 778  
               

Credit for fees received by Adviser from the portfolio companies

  $ (89 ) $ (1,678 ) $ (1,660 )

Fee reduction for the voluntary, irrevocable waiver of 2% fee on senior syndicated loans to 0.5% per annum

    (265 )   (408 )   (481 )

Incentive fee credit

    (3,326 )   (5,311 )   (3,830 )
               
 

Credit to base management and incentive fees from Adviser

  $ (3,680 ) $ (7,397 ) $ (5,971 )
               

(1)
Base management fee is net of loan servicing fees per the terms of the Advisory Agreement.

(2)
The board of our Adviser voluntarily, irrevocably and unconditionally waived, for the year ended September 30, 2009 and 2008, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations. Fees waived cannot be recouped by the Adviser in the future.

        Overall, the base management fee due to the Adviser cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year. Amounts included in Due to Adviser in the accompanying consolidated statements of assets and liabilities were as follows:

 
  September 30,
2009
  September 30,
2008
 

Unpaid base management fee to Adviser

  $ 617   $ 83  

Unpaid loan servicing fees to Adviser

    217     374  
           
 

Total Due to Adviser

  $ 834   $ 457  
           

        As of September 30, 2009, Due from Adviser totaled $69, which included reimbursements for non-recurring costs incurred on behalf of the portfolio companies.

F-40


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 4. Related Party Transactions (Continued)

Loan Servicing and Portfolio Company Fees

        The Adviser also services the loans held by Business Loan, in return for which it receives a 1.5% annual fee based on the monthly aggregate outstanding balance of the loans pledged under the Company's line of credit. Since the Company owns these loans, all loan servicing fees paid to the Adviser have been and continue to be treated as reductions directly against the 2% management fee, under the Advisory Agreement. For fiscal years ended September 30, 2009 and 2008, these loan servicing fees totaled $5,620 and $6,117, respectively, all of which were deducted against the 2% base management fee in order to derive the base management fee, which is presented as the line item Base management fee in the accompanying consolidated statements of operations. As of September 30, 2009 and 2008, the Company owed $217 and $374, respectively, of unpaid loan servicing fees to the Adviser, which are recorded in Fees due to Adviser in the accompanying consolidated statements of assets and liabilities.

Administration Agreement

        Under the Administration Agreement, the Company pays separately for administrative services. The Administration Agreement provides for payments equal to the Company's allocable portion of the Administrator's overhead expenses in performing its obligations under the Administration Agreement, including, but not limited to, rent for employees of the Administrator, and the allocable portion of salaries and benefits expenses of the Company's chief financial officer, chief compliance officer, internal counsel, treasurer and their respective staffs. For the fiscal years ended September 30, 2009 and 2008, the Company recorded administration fees of $872 and $985, respectively. As of September 30, 2009 and 2008, the Company owed $216 and $247, respectively, of unpaid administration fees to the Adviser, which is recorded in the Fee due to Administrator in the accompanying consolidated statements of assets and liabilities. On July 8, 2009, the Company's Board of Directors approved the renewal of its Administration Agreement with the Administrator through August 31, 2010.

Note 5. Line of Credit

        On May 15, 2009, the Company, through its wholly-owned subsidiary, Gladstone Business Loan, LLC, entered into a third amended and restated credit agreement providing for a $127,000 revolving line of credit arranged by Key Equipment Finance Inc. "(KEF") as administrative agent, replacing Deutsche Bank AG as administrative agent (the "KEF Facility"). Branch Banking and Trust Company ("BB&T") also joined the KEF Facility as a committed lender. In connection with entering into the KEF Facility, the Company borrowed $35,881 under the KEF Facility to make a final payment to Deutsche Bank AG in satisfaction of all unpaid principal and interest owed to Deutsche Bank under the prior credit agreement. The KEF Facility may be expanded up to $200,000 through the addition of other committed lenders to the facility. Without the addition of other committed lenders, the KEF Facility provides a total commitment of $127,000 through December 31, 2009, $102,000 from January 1, 2010 to May 11, 2010 and $77,000 thereafter. The KEF Facility matures on May 14, 2010 and, if the facility is not renewed or extended by this date, all principal and interest will be due and payable within one year of maturity. In addition, if the facility is not renewed, the Company's lenders have the right to

F-41


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 5. Line of Credit (Continued)


apply all principal and interest collections to amounts outstanding under the KEF Facility. Advances under the KEF Facility will generally bear interest at the 30-day LIBOR or the commercial paper rate (subject to a minimum rate of 2%), plus 4% per annum, with a commitment fee of 0.75% per annum on undrawn amounts. As of September 30, 2009, there was a cost basis of approximately $83,000 of borrowings outstanding under the KEF Facility at an average rate of 7.36%, and the remaining borrowing capacity under the KEF Facility was $44,000. Available borrowings are subject to various constraints imposed under the KEF Facility, based on the aggregate loan balance pledged by Business Loan. Interest is payable monthly during the term of the KEF Facility.

        In October and November of 2009, the Company reduced the size of the KEF Facility by $15,000 and $5,000, respectively, from $127,000 to $107,000. See further discussion in Note 12, Subsequent Events.

        The KEF Facility contains covenants that require Business Loan to maintain its status as a separate entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to the Company's credit and collection policies. The facility also limits payments of distributions. Further, the KEF Facility requires the Company to pay distributions only from estimated net investment income. As a result of that change from its prior credit facility, the Company reduced its distribution from 14 cents per share per month to 7 cents per share per month. As of September 30, 2009, Business Loan was in compliance with all of the facility covenants.

        The Company elected to apply ASC 825, "Financial Instruments," specifically for the KEF Facility, which was consistent with its application of ASC 820 to its investments. ASC 825 requires that the Company apply a fair value methodology to the KEF Facility. The Company estimated the fair value of the KEF Facility using estimates of value provided by an independent third party and its own assumptions in the absence of observable market data, including estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. The following table presents the KEF Facility carried at fair value as of September 30, 2009, by caption on the accompanying consolidated statements of assets and liabilities for each of the three levels of hierarchy established by ASC 820-10:

 
  As of September 30, 2009  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in
Consolidated
Statement of
Assets and Liabilities
 

Borrowings under Line of Credit(a)

  $   $   $ 83,350   $ 83,350  
                   
 

Total

  $   $   $ 83,350   $ 83,350  
                   

(a)
Unrealized appreciation of $350 is reported on the accompanying consolidated statements of operations for the year ended September 30, 2009.

F-42


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 5. Line of Credit (Continued)

        In conjunction with entering into the KEF Facility, the Company amended a performance guaranty, which remains substantially similar to the form under the previous facility. The loan documents require the Company to maintain a minimum net worth of $200,000 plus 50% of all equity issuances after May 2009, to maintain "asset coverage" with respect to "senior securities representing indebtedness" of at least 200%, in accordance with Section 18 of the 1940 Act, and to maintain its status as a BDC under the 1940 Act and as a RIC under the Code. As of September 30, 2009, the Company was in compliance with all covenants under the performance guaranty.

        The Company's continued compliance with these covenants, however, depends on many factors, some of which are beyond the Company's control. In particular, depreciation in the valuation of its assets, which valuation is subject to changing market conditions that are presently very volatile, affects the Company's ability to comply with these covenants. Given the continued deterioration in the capital markets, net unrealized depreciation in the Company's portfolio may occur in future periods and threaten the Company's ability to comply with the covenants under the KEF Facility. Accordingly, there are no assurances that the Company will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if the Company is unable to obtain a waiver from the lenders, could accelerate the Company's repayment obligations under the KEF Facility and thereby have a material adverse impact on its liquidity, financial condition, results of operations and ability to pay distributions.

        There can be no guarantee that the Company will be able to renew, extend or replace the KEF Facility on terms that are favorable to the Company, or at all. The Company's ability to obtain replacement financing will be constrained by current economic conditions affecting the credit markets. Consequently, any renewal, extension or refinancing of the KEF Facility will likely result in significantly higher interest rates and related charges and may impose significant restrictions on the use of borrowed funds with regard to its ability to fund investments or maintain distributions. For instance, in connection with the establishment of the Company's KEF Facility in May 2009, the size of the line was reduced from $162,000 under its prior facility to $127,000 under its KEF Facility and Deutsche Bank AG, who was a committed lender under its prior credit facility elected not to participate in the KEF Facility and withdrew its commitment. If the Company is not able to renew, extend or refinance the KEF Facility, this would likely have a material adverse effect on its liquidity and ability to fund new investments or pay distributions to its stockholders. The Company's inability to pay distributions could result in it failing to qualify as a RIC. Consequently, any income or gains could become taxable at corporate rates. If the Company is unable to secure replacement financing, it will be forced to sell certain assets on disadvantageous terms, which may result in realized losses such as those recently recorded in connection with the syndicated loan sales, which resulted in a realized loss of approximately $26,411 during the year ended September 30, 2009. Such realized losses could materially exceed the amount of any unrealized depreciation on these assets as of the Company's most recent balance sheet date, which would have a material adverse effect on its results of operations. In addition to selling assets, or as an alternative, the Company may issue equity in order to repay amounts outstanding under the KEF Facility. Based on the recent trading prices of its stock, such an equity offering may have a substantial dilutive impact on the Company's existing stockholders' interest in the Company's earnings and assets and voting interest in it.

F-43


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 6. Interest Rate Cap Agreement

        Pursuant to its previous revolving credit facility (the "DB Facility"), the Company had an interest rate cap agreement, with an initial notional amount of $35,000 at a cost of $304 that effectively limited the interest rate on a portion of the borrowings under the line of credit. The interest rate cap agreement expired in February 2009.

        At September 30, 2008, the interest rate cap agreement had a nominal fair market value, which is recorded in other assets on the Company's consolidated statement of assets and liabilities. The Company recorded changes in the fair market value of the interest rate cap agreement monthly based on the current market valuation at month end as unrealized depreciation or appreciation on derivative on the Company's consolidated statement of operations. The agreement provided that the Company's floating interest rate or cost of funds on a portion of the portfolio's borrowings would be capped at 5% when the LIBOR was in excess of 5%. During the year ended September 30, 2009, the Company recorded $304 of loss from the interest rate cap agreement, recorded as a realized loss on the settlement of derivative on the Company's consolidated statements of operations. During the year ended September 30, 2008, the Company recorded $7 of income from the interest rate cap agreement, recorded as a realized gain on the settlement of derivative on the Company's consolidated statements of operations.

Note 7. Common Stock Transactions

        Transactions in common stock were as follows:

 
  Shares   Total Value  

Balance as of September 30, 2007

    14,762,574   $ 235,922  

Issuance of common stock under shelf offerings(1)

    6,325,000     105,374  

Return of capital statement of position adjustment(2)

        (7,132 )
           

Balance as of September 30, 2008

    21,087,574   $ 334,164  

Shelf offering costs

        (41 )

Return of capital statement of position adjustment(2)

        (5,899 )
           

Balance as of September 30, 2009

    21,087,574   $ 328,224  
           

(1)
On October 19, 2007, the Company completed an offering of 2,500,000 shares of its common stock at a price of $18.70 per share, less an underwriting discount of $1.03 per share, or 6%. On November 19, 2007, the underwriter exercised its over-allotment option and the Company sold an additional 375,000 shares of common stock at the same price.


On February 5, 2008, the Company completed an offering of 3,000,000 shares of its common stock at a price of $17.00 per share, less an underwriting discount of $0.935 per share, or 6%. On February 26, 2008, the underwriter exercised its over-allotment option and the Company sold an additional 450,000 shares of common stock at the same price.

F-44


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 7. Common Stock Transactions (Continued)

(2)
The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from GAAP. These differences primarily relate to items recognized as income for financial statement purposes and realized gains for tax purposes. As a result, net investment income and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Company made a reclassification among certain of its capital accounts without impacting the net asset value of the Company.

Note 8. Net Increase (Decrease) in Net Assets Resulting from Operations per Share

        The following table sets forth the computation of basic and diluted net increase (decrease) in net assets resulting from operations per share for the fiscal years ended September 30, 2009, 2008 and 2007:

 
  Year ended September 30,  
 
  2009   2008   2007  

Numerator for basic and diluted net increase (decrease) in net assets resulting from operations per share

  $ 3,783   $ (21,262 ) $ 14,952  

Denominator for basic and diluted shares

    21,087,574     19,699,796     13,173,822  
               

Basic net increase (decrease) in net assets resulting from operations per common share

  $ 0.18   $ (1.08 ) $ 1.13  
               

Note 9. Distributions

Distributions

        The Company is required to pay out as a dividend 90% of its ordinary income and short-term capital gains for each taxable year in order to maintain its status as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. It is the policy of the Company to pay out as a dividend up to 100% of those amounts. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based on the annual earnings estimated by the management of the Company. Based on that estimate, three monthly dividends are declared each quarter. At year-end the Company may pay a bonus dividend, in addition to the monthly dividends, to ensure that it has paid out at least 90% of its ordinary income and realized net short-term capital gains for the year. Long-term capital gains are composed of success fees, prepayment fees and gains from the sale of securities held for one year or more. The Company may decide to retain long-term capital gains from the sale of securities, if any, and not pay them out as dividends, however, the Board of Directors may decide to declare and pay out capital gains during any fiscal year. If the Company decides to retain long-term capital gains, the portion of the retained capital gains will be subject to a 35% tax. The tax characteristics of all dividends will be reported to stockholders on Form 1099 at the end of each calendar year. The

F-45


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 9. Distributions (Continued)


following table lists the per share dividends paid for the fiscal years ended September 30, 2009 and 2008:

Fiscal Year
  Record Date   Payment Date   Dividend
per Share
 

2009

    October 23, 2008     October 31, 2008   $ 0.140  

    November 19, 2008     November 28, 2008     0.140  

    December 22, 2008     December 31, 2008     0.140  

    January 22, 2009     January 31, 2009     0.140  

    February 19, 2009     February 27, 2009     0.140  

    March 23, 2009     March 30, 2009     0.140  

    April 27, 2009     May 8, 2009     0.070  

    May 29, 2009     June 11, 2009     0.070  

    June 22, 2009     June 30, 2009     0.070  

    July 23, 2009     July 31, 2009     0.070  

    August 21, 2009     August 31, 2009     0.070  

    September 22, 2009     September 30, 2009     0.070  
                   

          Annual Total:   $ 1.260  
                   

2008

    October 23, 2007     October 31, 2007   $ 0.140  

    November 21, 2007     November 30, 2007     0.140  

    December 20, 2007     December 31, 2007     0.140  

    January 23, 2008     January 31, 2008     0.140  

    February 21, 2008     February 29, 2008     0.140  

    March 21, 2008     March 31, 2008     0.140  

    April 22, 2008     April 30, 2008     0.140  

    May 21, 2008     May 30, 2008     0.140  

    June 20, 2008     June 30, 2008     0.140  

    July 23, 2008     July 31, 2008     0.140  

    August 21, 2008     August 29, 2008     0.140  

    September 22, 2008     September 30, 2008     0.140  
                   

          Annual Total:   $ 1.680  
                   

        Please see the Financial Highlights for the final character of distributions per share for the fiscal years ended September 30, 2009 and 2008.

        Aggregate distributions declared and paid for the 2009 and 2008 fiscal years were approximately $26,570 and $33,379, respectively, which were declared based on an estimate of net investment income for each year.

F-46


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 9. Distributions (Continued)

        Distribution of Income and Gains    Net investment income of the Company is declared and distributed to stockholders monthly. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Company if not distributed, and, therefore, generally will be distributed at least annually.

        The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from GAAP. These differences primarily relate to items recognized as income for financial statement purposes and realized gains for tax purposes. As a result, net investment income and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Company may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Company.

        The Company's components of net assets on a tax-basis were as follows:

 
  Year Ended
September 30,
 
 
  2009   2008  

Post-October tax loss

  $ (26,354 ) $  
           

        In addition, the tax character of distributions paid to stockholders by the Company is summarized as follows:

 
  Year Ended September 30,  
 
  2009   2008   2007  

Distributions from Ordinary Income

  $ 20,795   $ 26,110   $ 19,444  

Distributions from Long Term Capital Gains

    27     120     2,697  

Distributions from Tax Return on Capital

    5,748     7,149      
               

Total Distributions

  $ 26,570   $ 33,379   $ 22,141  
               

Note 10. Commitments and Contingencies

        As of September 30, 2009, the Company was not party to any signed and non-binding term sheets for potential investments.

Note 11. Federal and State Income Taxes

        The Company has historically operated, and intends to continue to operate, in a manner to qualify for treatment as a RIC under Subchapter M of the Code. As a RIC, the Company is not subject to federal or state income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required to distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code and as such no income tax provisions have

F-47


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 11. Federal and State Income Taxes (Continued)


been recorded for the individual companies of Gladstone Capital Corporation and Gladstone Business Loan, LLC.

Note 12. Subsequent Events

        The Company evaluated all events that have occurred subsequent to September 30, 2009 through the date of the filing of this Form 10-K on November 23, 2009.

Distributions

        On October 6, 2009, the Company's Board of Directors declared the following monthly cash distributions:

Record Date
  Payment Date   Dividend
per Share
 

October 22, 2009

  October 30, 2009   $ 0.07  

November 19, 2009

  November 30, 2009   $ 0.07  

December 22, 2009

  December 31, 2009   $ 0.07  

Investment Activity

        Subsequent to September 30, 2009, the Company extended $1,556 in revolver draws and additional investments to existing portfolio companies. The Company also received $7,839 in scheduled and unscheduled loan repayments.

        The Company entered into an agreement to sell the Kinetek and Wesco syndicated loans that were held in its portfolio of investments at September 30, 2009 to investors in the syndicated loan market. The loans had an aggregate cost of approximately $3,702 and aggregate fair value of $2,781 as of September 30, 2009. On November 23, 2009, the Company closed the sale of the loans for $2,781 in net proceeds. The loans are included in the Company's consolidated assets as of September 30, 2009 and the loans are valued at the respective sales prices.

Line of Credit

        On October 9, 2009 and November 9, 2009, the Company reduced the size of the KEF Facility by $15,000 and $5,000, respectively, from $127,000 to $107,000. Under the KEF Facility the first $50,000 of commitment reductions are applied against KEF's commitment. Therefore, the entire $20,000 was subtracted from KEF's commitment, reducing it from $100,000 to $80,000 and leaving BB&T's commitment unchanged at $27,000. As a result of the manner in which the Company's borrowing base is calculated under the KEF Facility, the reductions did not affect the Company's availability under the KEF Facility.

F-48


Table of Contents


GLADSTONE CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SEPTEMBER 30, 2009

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND
AS OTHERWISE INDICATED)

Note 12. Subsequent Events (Continued)

Registration Statement

        On October 20, 2009, the Company filed a registration statement on Form N-2 with the SEC. If and when it is declared effective, it will permit the Company to issue, through one or more transactions, up to an aggregate of $300,000 in securities, consisting of common stock, senior common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock, or a combination of these securities.

Note 13. Selected Quarterly Data (Unaudited)

 
  Year Ended September 30, 2009  
 
  Quarter Ended
December 31,
2008
  Quarter Ended
March 31,
2009
  Quarter Ended
June 30,
2009
  Quarter Ended
September 30,
2009
 

Total Investment Income

  $ 11,808   $ 10,929   $ 10,598   $ 9,283  

Net Investment Income

    5,881     5,555     5,435     4,160  

Net (Decrease) Increase in Net Assets Resulting From Operations

    (9,103 )   10,280     (788 )   3,394  

Basic and Diluted Earnings per Weighted Average Common Share

  $ (0.43 ) $ 0.48   $ (0.04 ) $ 0.17  

 

 
  Year Ended September 30, 2008  
 
  Quarter Ended
December 31,
2007
  Quarter Ended
March 31,
2008
  Quarter Ended
June 30,
2008
  Quarter Ended
September 30,
2008
 

Total Investment Income

  $ 11,402   $ 11,350   $ 11,420   $ 11,553  

Net Investment Income

    7,303     6,442     6,697     6,110  

Net Increase (Decrease) in Net Assets Resulting From Operations

    1,900     (11,904 )   2,809     (14,068 )

Basic and Diluted Earnings per Weighted Average Common Share

  $ 0.11   $ (0.61 ) $ 0.13   $ (0.67 )

F-49