UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2019
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 814-00237
GLADSTONE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland | 54-2040781 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
1521 Westbranch Drive, Suite 100 McLean, Virginia |
22102 | |
(Address of principal executive offices) | (Zip Code) |
(703) 287-5800
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Symbol |
Name of each exchange | ||
Common Stock, $0.001 par value per share | GLAD | The Nasdaq Stock Market LLC | ||
6.125% Notes due 2023, $25.00 par value per note | GLADD | The Nasdaq Stock Market LLC | ||
5.375% Notes due 2024, $25.00 par value per note | GLADL | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12 b-2 of the Act). Yes ☐ No ☒.
The aggregate market value of the voting common stock held by non-affiliates of the Registrant on March 29, 2019, based on the closing price on that date of $9.01 on the Nasdaq Global Select Market, was $245,704,827. For the purposes of calculating this amount only, all directors and executive officers of the Registrant have been treated as affiliates. There were 30,345,923 shares of the Registrants common stock, $0.001 par value per share, outstanding as of November 12, 2019.
Documents Incorporated by Reference. Portions of the Registrants definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the Registrants 2020 Annual Meeting of Stockholders, which will be filed subsequent to the date hereof, are incorporated by reference into Part III of this Form 10-K. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the Registrants fiscal year ended September 30, 2019
EXPLANATORY NOTE
Gladstone Capital Corporation (we, us, or our) is filing this Amendment No. 1 (the Amendment) to our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, which was filed with the U.S. Securities and Exchange Commission (the SEC) on November 13, 2019 (the Form 10-K), to provide summarized financial information of one of our portfolio companies, LWO Acquisitions Company LLC, consistent with the information requirements of Rule 4-08(g) of Regulation S-X.
This Amendment also updates, amends and supplements Part IV, Item 15 of the Form 10-K to include, among other items, the filing of new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, pursuant to Rule 13a-14(a) and (b) of the Securities Exchange Act of 1934, as amended.
No other changes have been made to the Form 10-K, other than that described above. This Amendment does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and with our filings with the SEC subsequent to the Form 10-K.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. | DOCUMENTS FILED AS PART OF THIS ANNUAL REPORT ON FORM 10-K |
3. Exhibits
The following exhibits are filed as part of this report or are hereby incorporated by reference to exhibits previously filed with the SEC:
2
3
* | Filed herewith |
** | Furnished herewith |
4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLADSTONE CAPITAL CORPORATION | ||||||
Date: December 16, 2019 | By: | /s/ NICOLE SCHALTENBRAND | ||||
Nicole Schaltenbrand | ||||||
Chief Financial Officer and Treasurer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: December 16, 2019 | By: | /s/ DAVID GLADSTONE | ||||
David Gladstone | ||||||
Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) | ||||||
Date: December 16, 2019 | By: | /s/ TERRY LEE BRUBAKER | ||||
Terry Lee Brubaker | ||||||
Vice Chairman of the Board of Directors, Chief Operating Officer | ||||||
Date: December 16, 2019 | By: | /s/ NICOLE SCHALTENBRAND | ||||
Nicole Schaltenbrand | ||||||
Chief Financial Officer and Treasurer (principal financial and accounting officer) | ||||||
Date: December 16, 2019 | By: | /s/ ANTHONY W. PARKER | ||||
Anthony W. Parker | ||||||
Director | ||||||
Date: December 16, 2019 | By: | /s/ JOHN OUTLAND | ||||
John Outland | ||||||
Director | ||||||
Date: December 16, 2019 | By: | /s/ MICHELA A. ENGLISH | ||||
Michela A. English | ||||||
Director | ||||||
Date: December 16, 2019 | By: | /s/ PAUL ADELGREN | ||||
Paul Adelgren | ||||||
Director | ||||||
Date: December 16, 2019 | By: | /s/ WALTER H. WILKINSON, JR. | ||||
Walter H. Wilkinson, Jr. | ||||||
Director | ||||||
Date: December 16, 2019 | By: | /s/ CAREN D. MERRICK | ||||
Caren D. Merrick | ||||||
Director |
5
Exhibit 31.1
CERTIFICATION
Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
I, David Gladstone, certify that:
1. I have reviewed this annual report on Form 10-K/A of Gladstone Capital Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: December 16, 2019
/s/ DAVID GLADSTONE |
David Gladstone |
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
I, Nicole Schaltenbrand, certify that:
1. I have reviewed this annual report on Form 10-K/A of Gladstone Capital Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: December 16, 2019
/s/ NICOLE SCHALTENBRAND |
Nicole Schaltenbrand |
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chief Executive Officer and Chairman of the Board of Gladstone Capital Corporation (the Company), hereby certifies on the date hereof, pursuant to 18 U.S.C. §1350(a), as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K/A for the fiscal year ended September 30, 2019 (the Form 10-K/A), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: December 16, 2019
/s/ DAVID GLADSTONE |
David Gladstone |
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chief Financial Officer of Gladstone Capital Corporation (the Company), hereby certifies on the date hereof, pursuant to 18 U.S.C. §1350(a), as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K/A for the fiscal year ended September 30, 2019 (the Form 10-K/A), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: December 16, 2019
/s/ NICOLE SCHALTENBRAND |
Nicole Schaltenbrand |
Chief Financial Officer |
EXHIBIT 99.2
In accordance with the SECs Regulation S-X, we do not consolidate portfolio company investments. Further, in accordance with ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.
Information consistent with the requirements of Rule 4-08 of Regulation S-X to provide summarized, comparative financial information of certain portfolio companies is presented below for LWO Acquisitions Company LLC as of September 30, 2019 and 2018 and for the years ended September 30, 2019, 2018, and 2017.
As of September 30, | For the Year Ended September 30, | |||||||||||||||||||||||
Portfolio Company |
Balance Sheet |
2019 | 2018 | Income Statement |
2019 | 2018 | 2017 | |||||||||||||||||
LWO Acquisitions Company, LLC |
Current assets | $ | 7,714 | $ | 8,012 | Net sales | $ | 19,060 | $ | 22,368 | $ | 17,496 | ||||||||||||
Noncurrent assets | 10,804 | 11,843 | Gross profit | 2,214 | 3,060 | 2,929 | ||||||||||||||||||
Current liabilities | 5,569 | 5,152 | Net (loss) income | (4,199 | ) | (2,573 | ) | (2,695 | ) | |||||||||||||||
Noncurrent liabilities | 16,499 | 14,849 |