10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended August 31, 2008
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 001-33376
GSC Investment Corp.
(Exact name of Registrant as specified in its charter)
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Maryland
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20-8700615 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
888 Seventh Ave
New York, New York 10019
(Address of principal executive offices)
(212) 884-6200
(Registrants telephone number, including area code)
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 þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer o |
Non-accelerated
filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). YES o NO þ
The number of outstanding common shares of the registrant as of October 10, 2008 was
8,291,384.
TABLE OF CONTENTS
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Page |
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PART I. FINANCIAL INFORMATION
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Financial Statements |
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1 |
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Consolidated Balance Sheets as of August 31, 2008 (unaudited) and February 29, 2008 |
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1 |
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Consolidated Statement of Operations for the three and six months ended August 31, 2008 and August 31, 2007 (unaudited) |
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2 |
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Consolidated Schedule of Investments as of August 31, 2008 (unaudited) and February 29, 2008 |
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3 |
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Consolidated Statement of Changes in Net Assets for the three and six months ended August 31, 2008 and August 31, 2007 (unaudited) |
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8 |
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Consolidated Statement of Cash Flows for the three and six months ended August 31, 2008 and August 31, 2007 (unaudited) |
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9 |
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Notes to Consolidated Financial Statements as of August 31, 2008 (unaudited) |
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10 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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18 |
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Quantitative and Qualitative Disclosures about Market Risk |
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27 |
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Controls and Procedures |
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28 |
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PART II. OTHER INFORMATION
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Legal Proceedings |
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28 |
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Risk Factors |
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28 |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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29 |
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Defaults Upon Senior Securities |
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29 |
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Submission of Matters to a Vote of Security Holders |
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29 |
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Other Information |
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29 |
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Exhibits |
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29 |
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SIGNATURES |
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30 |
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EX-31.1: CERTIFICATION |
EX-31.2: CERTIFICATION |
EX-32.1: CERTIFICATION |
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GSC Investment Corp.
Consolidated Balance Sheets
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As of |
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August 31, 2008 |
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February 29, 2008 |
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(unaudited) |
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ASSETS |
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Investments at fair value |
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Non-control/non-affiliate investments (amortized cost of $150,104,717 and $162,888,724,
respectively) |
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$ |
127,857,819 |
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$ |
143,745,269 |
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Control investments (amortized cost of $30,000,000 and $30,000,000, respectively) |
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25,899,553 |
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29,075,299 |
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Affiliate investments (amortized cost of $0 and $0, respectively) |
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16,233 |
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16,233 |
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Total investments at fair value (amortized cost of $180,104,717 and $192,888,724, respectively) |
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153,773,605 |
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172,836,801 |
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Cash and cash equivalents |
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4,858,988 |
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1,072,641 |
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Cash and cash equivalents, securitization accounts |
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6,264,386 |
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14,580,973 |
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Outstanding interest rate cap at fair value (cost of $131,000 and $131,000, respectively) |
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48,408 |
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76,734 |
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Interest receivable |
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2,885,148 |
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2,355,122 |
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Due from manager |
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940,903 |
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Deferred credit facility financing costs, net |
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634,337 |
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723,231 |
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Management fee receivable |
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229,736 |
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215,914 |
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Other assets |
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135,050 |
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39,349 |
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Total assets |
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$ |
168,829,658 |
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$ |
192,841,668 |
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LIABILITIES |
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Revolving credit facility |
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$ |
66,250,000 |
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$ |
78,450,000 |
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Payable for unsettled trades |
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4,667,738 |
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11,329,150 |
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Dividend payable |
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3,233,640 |
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3,233,640 |
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Management and incentive fees payable |
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2,008,875 |
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943,061 |
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Accounts payable and accrued expenses |
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821,626 |
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713,422 |
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Interest and credit facility fees payable |
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198,210 |
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292,307 |
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Due to manager |
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3,982 |
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11,048 |
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Total liabilities |
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$ |
77,184,071 |
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$ |
94,972,628 |
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STOCKHOLDERS EQUITY |
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Common stock, par value $.0001 per share, 100,000,000 common shares
authorized, 8,291,384 and 8,291,384 common shares issued and outstanding, respectively |
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829 |
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829 |
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Capital in excess of par value |
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116,218,966 |
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116,218,966 |
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Accumulated undistributed net investment income |
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639,002 |
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455,576 |
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Accumulated undistributed net realized gain from investments and derivatives |
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1,200,493 |
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1,299,858 |
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Net unrealized depreciation on investments and derivatives |
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(26,413,703 |
) |
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(20,106,189 |
) |
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Total stockholders equity |
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91,645,587 |
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97,869,040 |
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Total liabilities and stockholders equity |
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$ |
168,829,658 |
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$ |
192,841,668 |
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NET ASSET VALUE PER SHARE |
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$ |
11.05 |
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$ |
11.80 |
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See accompanying notes to consolidated financial statements.
1
GSC Investment Corp.
Consolidated Statement of Operations
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For the three months |
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For the six months |
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ended August 31 |
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ended August 31 |
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2008 |
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2007 |
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2008 |
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2007 |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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(unaudited) |
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INVESTMENT INCOME |
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Interest from investments |
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Non-Control/Non-Affiliate investments |
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$ |
4,144,437 |
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$ |
5,725,983 |
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$ |
8,603,561 |
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$ |
9,406,828 |
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Control investments |
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1,111,003 |
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1,746,389 |
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Total interest income |
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5,255,440 |
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5,725,983 |
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10,349,950 |
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9,406,828 |
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Interest from cash and cash equivalents |
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36,008 |
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154,946 |
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102,697 |
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175,997 |
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Management fee income |
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489,148 |
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1,011,887 |
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383,562 |
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Other income |
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54,279 |
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695 |
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82,494 |
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17,298 |
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Total investment income |
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5,834,875 |
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5,881,624 |
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11,547,028 |
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9,983,685 |
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EXPENSES |
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Interest and credit facility financing expenses |
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623,611 |
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1,450,870 |
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1,456,809 |
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2,171,635 |
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Base management fees |
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705,532 |
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918,157 |
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1,454,031 |
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1,278,645 |
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Professional fees |
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315,130 |
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321,678 |
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660,589 |
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864,294 |
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Administrator expenses |
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260,946 |
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509,344 |
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Incentive management fees |
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407,027 |
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(18,546 |
) |
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747,134 |
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340,822 |
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Insurance |
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177,162 |
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157,388 |
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344,648 |
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275,429 |
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Directors fees |
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73,276 |
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82,750 |
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139,885 |
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178,840 |
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General & administrative |
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77,904 |
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130,213 |
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142,941 |
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175,905 |
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Cost of acquiring management contract |
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144,000 |
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Organizational expense |
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22,868 |
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Expenses before manager expense waiver and reimbursement |
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2,640,588 |
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3,042,510 |
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5,455,381 |
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5,452,438 |
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Expense reimbursement |
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(260,946 |
) |
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|
(317,676 |
) |
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(559,059 |
) |
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(583,442 |
) |
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Total expenses net of expense waiver and reimbursement |
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2,379,642 |
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2,724,834 |
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4,896,322 |
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4,868,996 |
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NET INVESTMENT INCOME |
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|
3,455,233 |
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3,156,790 |
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6,650,706 |
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5,114,689 |
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REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS: |
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Net realized gain/(loss) from investments |
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|
173,681 |
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|
424,187 |
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(129,819 |
) |
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|
1,445,255 |
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Net realized gain from derivatives |
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|
14,364 |
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|
|
|
|
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|
30,454 |
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Net unrealized depreciation on investments |
|
|
(6,194,371 |
) |
|
|
(4,369,060 |
) |
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|
(6,279,188 |
) |
|
|
(3,618,259 |
) |
Net unrealized appreciation/(depreciation) on derivatives |
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|
(16,328 |
) |
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|
5,973 |
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(28,326 |
) |
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(44,047 |
) |
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Net loss on investments |
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|
(6,022,654 |
) |
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(3,938,900 |
) |
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(6,406,879 |
) |
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(2,217,051 |
) |
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NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
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$ |
(2,567,421 |
) |
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$ |
(782,110 |
) |
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$ |
243,827 |
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$ |
2,897,638 |
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WEIGHTED AVERAGE BASIC AND DILUTED EARNINGS PER COMMON SHARE |
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$ |
(0.31 |
) |
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$ |
(0.09 |
) |
|
$ |
0.03 |
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$ |
0.37 |
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WEIGHTED AVERAGE COMMON STOCK OUTSTANDING BASIC AND DILUTED |
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|
8,291,384 |
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|
|
8,291,384 |
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|
|
8,291,384 |
|
|
|
7,938,438 |
|
See accompanying notes to consolidated financial statements.
2
GSC Investment Corp.
Consolidated Schedule of Investments
August 31, 2008
(Unaudited)
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% of |
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Investment Interest |
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Stockholders |
Company (a, c) |
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Industry |
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Rate/Maturity |
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Principal |
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Cost |
|
Fair Value |
|
Equity |
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Non-control/Non-affiliated investments - 139.5% (b) |
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|
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|
EuroFresh Inc. (d)
|
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Agriculture
|
|
Unsecured Notes 11.50%, 1/15/2013
|
|
$ |
7,000,000 |
|
|
$ |
6,898,688 |
|
|
$ |
4,742,500 |
|
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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GFSI Inc (d)
|
|
Apparel
|
|
Senior Secured Notes 10.50%, 6/1/2011
|
|
|
7,425,000 |
|
|
|
7,425,000 |
|
|
|
6,831,000 |
|
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Cabinets, Inc. (d)
|
|
Building Products
|
|
First Lien Term Loan 7.06%, 8/18/2012
|
|
|
1,444,927 |
|
|
|
1,425,818 |
|
|
|
975,326 |
|
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Cabinets, Inc. (d)
|
|
Building Products
|
|
Second Lien Term Loan 11.06%, 8/18/2013
|
|
|
1,862,420 |
|
|
|
1,825,915 |
|
|
|
931,210 |
|
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Building Products
|
|
|
3,307,347 |
|
|
|
3,251,733 |
|
|
|
1,906,536 |
|
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lyondell Chemical Company (d)
|
|
Chemicals
|
|
First Lien Term Loan 6.75%, 12/20/2013
|
|
|
2,000,000 |
|
|
|
1,685,000 |
|
|
|
1,670,000 |
|
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hopkins Manufacturing Corporation (d)
|
|
Consumer Products
|
|
Second Lien Term Loan 9.72%, 1/26/2012
|
|
|
3,250,000 |
|
|
|
3,246,336 |
|
|
|
3,112,850 |
|
|
|
3.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Targus Group International, Inc. (d)
|
|
Consumer Products
|
|
First Lien Term Loan 6.56%, 11/22/2012
|
|
|
3,122,943 |
|
|
|
2,871,352 |
|
|
|
2,381,244 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Targus Group International, Inc. (d)
|
|
Consumer Products
|
|
Second Lien Term Loan 11.35%, 5/22/2013
|
|
|
5,000,000 |
|
|
|
4,759,981 |
|
|
|
3,425,000 |
|
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consumer Products
|
|
|
11,372,943 |
|
|
|
10,877,669 |
|
|
|
8,919,094 |
|
|
|
9.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CFF Acquisition LLC (d)
|
|
Consumer Services
|
|
First Lien Term Loan 6.45%, 7/31/2013
|
|
|
389,545 |
|
|
|
389,545 |
|
|
|
359,861 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M/C Communications, LLC (d)
|
|
Education
|
|
First Lien Term Loan 5.28%, 12/31/2010
|
|
|
1,694,180 |
|
|
|
1,560,138 |
|
|
|
804,736 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Lighting Technologies, Inc. (d)
|
|
Electronics
|
|
Second Lien Term Loan 8.47%, 6/1/2014
|
|
|
2,000,000 |
|
|
|
1,749,890 |
|
|
|
1,766,000 |
|
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group Dekko (d)
|
|
Electronics
|
|
Second Lien Term Loan 8.47%, 1/20/2012
|
|
|
6,670,000 |
|
|
|
6,670,000 |
|
|
|
6,109,720 |
|
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPC Systems, Inc. (d)
|
|
Electronics
|
|
First Lien Term Loan 5.05%, 5/31/2014
|
|
|
49,500 |
|
|
|
44,832 |
|
|
|
36,714 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Electronics
|
|
|
8,719,500 |
|
|
|
8,464,722 |
|
|
|
7,912,434 |
|
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USS Mergerco, Inc. (d)
|
|
Environmental
|
|
Second Lien Term Loan 7.05%, 6/29/2013
|
|
|
5,960,000 |
|
|
|
5,836,806 |
|
|
|
4,773,960 |
|
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankruptcy Management Solutions, Inc. (d)
|
|
Financial Services
|
|
Second Lien Term Loan 8.72%, 7/31/2013
|
|
|
4,912,500 |
|
|
|
4,880,199 |
|
|
|
3,659,813 |
|
|
|
4.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Big Train, Inc. (d)
|
|
Food and Beverage
|
|
First Lien Term Loan 6.97%, 3/31/2012
|
|
|
2,578,323 |
|
|
|
1,649,135 |
|
|
|
1,779,043 |
|
|
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IDI Acquisition Corp. (d)
|
|
Healthcare Services
|
|
Senior Secured Notes 10.75%, 12/15/2011
|
|
|
3,800,000 |
|
|
|
3,598,153 |
|
|
|
2,959,440 |
|
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRACS Institute, LTD (d)
|
|
Healthcare Services
|
|
Second Lien Term Loan 9.32%, 4/17/2013
|
|
|
4,093,750 |
|
|
|
4,041,858 |
|
|
|
3,758,063 |
|
|
|
4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Healthcare Services
|
|
|
7,893,750 |
|
|
|
7,640,011 |
|
|
|
6,717,503 |
|
|
|
7.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McMillin Companies LLC (d)
|
|
Homebuilding
|
|
Senior Secured Notes 9.53%, 4/30/2012
|
|
|
7,700,000 |
|
|
|
7,243,620 |
|
|
|
5,798,100 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asurion Corporation (d)
|
|
Insurance
|
|
First Lien Term Loan 5.73%, 7/3/2014
|
|
|
2,000,000 |
|
|
|
1,684,249 |
|
|
|
1,872,000 |
|
|
|
2.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Express Operations, LLC (d)
|
|
Logistics
|
|
First Lien Term Loan 6.71%, 6/30/2013
|
|
|
2,836,068 |
|
|
|
2,830,278 |
|
|
|
2,467,379 |
|
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Incorporated (d)
|
|
Manufacturing
|
|
Unsecured Notes 13.00%, 11/1/2010
|
|
|
12,000,000 |
|
|
|
12,000,000 |
|
|
|
11,088,000 |
|
|
|
12.1 |
% |
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
Investment Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders |
Company (a, c) |
|
Industry |
|
Rate/Maturity |
|
Principal |
|
Cost |
|
Fair Value |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Incorporated (d)
|
|
Manufacturing
|
|
Unsecured Notes 13.00%, 11/1/2010
|
|
|
1,700,000 |
|
|
|
1,700,000 |
|
|
|
1,570,800 |
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialized Technology Resources, Inc. (d)
|
|
Manufacturing
|
|
Second Lien Term Loan 9.47%, 12/15/2014
|
|
|
5,000,000 |
|
|
|
4,755,404 |
|
|
|
4,875,000 |
|
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Manufacturing
|
|
|
18,700,000 |
|
|
|
18,455,404 |
|
|
|
17,533,800 |
|
|
|
19.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blaze Recycling & Metals, LLC (d)
|
|
Metals
|
|
Senior Secured Notes 10.88%, 7/15/2012
|
|
|
2,500,000 |
|
|
|
2,493,698 |
|
|
|
2,534,500 |
|
|
|
2.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elyria Foundry Company, LLC (d)
|
|
Metals
|
|
Senior Secured Notes 13.00%, 3/1/2013
|
|
|
5,000,000 |
|
|
|
4,840,578 |
|
|
|
4,687,500 |
|
|
|
5.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elyria Foundry Company, LLC (d)
|
|
Metals
|
|
Warrants
|
|
|
|
|
|
|
|
|
|
|
243,450 |
|
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Metals
|
|
|
7,500,000 |
|
|
|
7,334,276 |
|
|
|
7,465,450 |
|
|
|
8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Abitibi-Consolidated Company of Canada (d, e)
|
|
Natural Resources
|
|
First Lien Term Loan 11.50%, 3/30/2009
|
|
|
2,948,640 |
|
|
|
2,886,606 |
|
|
|
2,943,922 |
|
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant U.S. Holdings LLP (d, e)
|
|
Natural Resources
|
|
Second Lien Term Loan 10.50%, 9/20/2013
|
|
|
5,823,497 |
|
|
|
5,823,315 |
|
|
|
4,212,135 |
|
|
|
4.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Natural Resources
|
|
|
8,772,137 |
|
|
|
8,709,921 |
|
|
|
7,156,057 |
|
|
|
7.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edgen Murray II, L.P. (d)
|
|
Oil and Gas
|
|
Second Lien Term Loan 9.06%, 5/11/2015
|
|
|
3,000,000 |
|
|
|
2,807,115 |
|
|
|
2,745,000 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Alloys, LLC (d)
|
|
Oil and Gas
|
|
Second Lien Term Loan 11.75%, 10/5/2012
|
|
|
6,200,000 |
|
|
|
6,200,000 |
|
|
|
5,948,900 |
|
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Oil and Gas
|
|
|
9,200,000 |
|
|
|
9,007,115 |
|
|
|
8,693,900 |
|
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlantis Plastics Films, Inc. (d, f)
|
|
Packaging
|
|
First Lien Term Loan 7.54%, 9/22/2011
|
|
|
6,482,741 |
|
|
|
6,461,960 |
|
|
|
3,500,680 |
|
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stronghaven, Inc. (d)
|
|
Packaging
|
|
Second Lien Term Loan 11.00%, 10/31/2010
|
|
|
2,500,000 |
|
|
|
2,500,000 |
|
|
|
2,406,250 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e)
|
|
Packaging
|
|
Senior Secured Notes 12.50%, 6/15/2009
|
|
|
4,850,000 |
|
|
|
4,851,466 |
|
|
|
3,540,500 |
|
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e)
|
|
Packaging
|
|
Senior Secured Notes 12.50%, 6/15/2009
|
|
|
5,087,250 |
|
|
|
5,090,694 |
|
|
|
3,713,693 |
|
|
|
4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e)
|
|
Packaging
|
|
Senior Secured Notes 12.83%, 6/15/2009
|
|
|
500,000 |
|
|
|
499,107 |
|
|
|
365,000 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Packaging
|
|
|
19,419,991 |
|
|
|
19,403,227 |
|
|
|
13,526,123 |
|
|
|
14.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Custom Direct, Inc. (d)
|
|
Printing
|
|
First Lien Term Loan 5.55%, 12/31/2013
|
|
|
2,060,099 |
|
|
|
1,593,731 |
|
|
|
1,596,576 |
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanstar Communications Inc. (d)
|
|
Publishing
|
|
First Lien Term Loan 5.05%, 5/31/2014
|
|
|
1,980,000 |
|
|
|
1,534,046 |
|
|
|
1,458,666 |
|
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affinity Group, Inc. (d)
|
|
Publishing
|
|
First Lien Term Loan 5.29%, 6/24/2009
|
|
|
478,747 |
|
|
|
458,770 |
|
|
|
450,022 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affinity Group, Inc. (d)
|
|
Publishing
|
|
First Lien Term Loan 5.30%, 6/24/2009
|
|
|
515,289 |
|
|
|
493,641 |
|
|
|
484,371 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brown Publishing Company (d)
|
|
Publishing
|
|
Second Lien Term Loan 10.31%, 9/19/2014
|
|
|
1,203,226 |
|
|
|
1,197,959 |
|
|
|
986,645 |
|
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Communications, Inc. (d)
|
|
Publishing
|
|
Unsecured Notes 10.75%, 12/1/2013
|
|
|
5,000,000 |
|
|
|
5,088,812 |
|
|
|
3,597,000 |
|
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penton Media, Inc. (d)
|
|
Publishing
|
|
First Lien Term Loan 5.04%, 2/1/2013
|
|
|
4,922,576 |
|
|
|
3,635,198 |
|
|
|
3,735,250 |
|
|
|
4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Publishing
|
|
|
14,099,838 |
|
|
|
12,408,426 |
|
|
|
10,711,954 |
|
|
|
11.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GXS Worldwide, Inc. (d)
|
|
Software
|
|
Second Lien Term Loan 10.52%, 9/30/2013
|
|
|
1,000,000 |
|
|
|
875,824 |
|
|
|
960,000 |
|
|
|
1.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub Total Non-control/Non-affiliated investments |
|
|
|
|
|
|
|
|
150,104,717 |
|
|
|
127,857,819 |
|
|
|
139.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control investments - 28.3% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSC Partners CDO GP III, LP (i)
|
|
Financial Services
|
|
100% General Partnership interest
|
|
|
|
|
|
|
|
|
|
|
160,153 |
|
|
|
0.2 |
% |
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
Investment Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders |
Company (a, c) |
|
Industry |
|
Rate/Maturity |
|
Principal |
|
Cost |
|
Fair Value |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSC Investment Corp. CLO 2007 LTD. (g, i)
|
|
Structured Finance Securities
|
|
Other/Structured Finance Securities 20.22%, 1/21/2020
|
|
|
30,000,000 |
|
|
|
30,000,000 |
|
|
|
25,739,400 |
|
|
|
28.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub Total Control investments |
|
|
|
|
|
|
|
|
30,000,000 |
|
|
|
25,899,553 |
|
|
|
28.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate investments - 0.0% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSC Partners CDO GP III, LP (h)
|
|
Financial Services
|
|
6.24% Limited Partnership interest
|
|
|
|
|
|
|
|
|
|
|
16,233 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENT ASSETS - 167.8% (b) |
|
|
|
|
|
|
|
$ |
180,104,717 |
|
|
$ |
153,773,605 |
|
|
|
167.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders |
Outstanding interest rate cap |
|
Interest rate |
|
Maturity |
|
Notional |
|
Cost |
|
Fair value |
|
Equity |
|
Interest rate cap
|
|
|
8.0 |
% |
|
2/9/2014
|
|
$ |
40,000,000 |
|
|
$ |
87,000 |
|
|
$ |
31,813 |
|
|
|
0.1 |
% |
Interest rate cap
|
|
|
8.0 |
% |
|
11/30/2013
|
|
|
46,637,408 |
|
|
|
44,000 |
|
|
|
16,595 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub Total Outstanding interest rate cap
|
|
|
|
|
|
|
|
|
|
|
|
$ |
131,000 |
|
|
$ |
48,408 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
All of the Funds equity and debt investments are issued by eligible portfolio companies,
as defined in the Investment Company Act of 1940, except Abitibi-Consolidated Company of Canada,
Atlantis Plastics Films, Inc., Grant U.S. Holdings LLP, GSC Investment Corp. CLO 2007, Terphane
Holdings Corp., and GSC Partners CDO GP III, LP. |
|
(b) |
|
Percentages are based on net assets of $91,645,587 as of August 31, 2008. |
|
(c) |
|
Fair valued investment (see Note 2 to the consolidated financial statements). |
|
(d) |
|
All or a portion of the securities are pledged as collateral under a revolving
securitized credit facility (see Note 7 to the consolidated financial statements). |
|
(e) |
|
Non-U.S. company. The principal place of business for Terphane Holdings Corp is Brazil,
and for Abitibi-Consolidated Company of Canada and Grant U.S. Holdings LLP is Canada. |
|
(f) |
|
Loan or debt security is on non-accural status and therefore is considered non-income
producing. |
|
(g) |
|
20.22% represents the modeled effective interest rate that is expected to be earned over
the life of the investment. |
|
(h) |
|
As defined in the Investment Company Act, we are an Affiliate of this portfolio company
because we own 5% or more of the portfolio companys outstanding voting securities. Transactions
during the period in which the issuer was an Affiliate are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
Management |
|
Net Realized |
|
Net unrealized |
Company |
|
Purchases |
|
Redemptions |
|
Sales (cost) |
|
Income |
|
fee income |
|
gains/(losses) |
|
gains/(losses) |
GSC Partners CDO GP III, LP |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(i) As defined in the Investment Company Act, we are an Affiliate of this portfolio company
because we own 5% or more of the portfolio companys outstanding voting securities. In addition, as
defined in the Investment Company Act, we Control this portfolio company because we own more than
25% of the portfolio companys outstanding voting securities. Transactions during the period in
which the issuer was both an Affiliate and a portfolio company that we Control are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
Management |
|
Net Realized |
|
Net unrealized |
Company |
|
Purchases |
|
Redemptions |
|
Sales (cost) |
|
Income |
|
fee income |
|
gains/(losses) |
|
gains/(losses) |
GSC Investment Corp. CLO 2007 LTD. |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,746,389 |
|
|
$ |
1,011,887 |
|
|
$ |
|
|
|
$ |
(3,175,746 |
) |
GSC Partners CDO GP III, LP |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See accompanying notes to consolidated financial statements.
5
GSC Investment Corp.
Consolidated Schedule of Investments
February 29, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
Investment Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders |
Company (a, c) |
|
Industry |
|
Rate/Maturity |
|
Principal |
|
Cost |
|
Fair Value |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-control/Non-affiliated investments - 146.9% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EuroFresh Inc. (d)
|
|
Agriculture
|
|
Unsecured Notes 11.50%, 1/15/2013
|
|
$ |
7,000,000 |
|
|
$ |
6,890,639 |
|
|
$ |
3,850,000 |
|
|
|
3.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GFSI Inc (d)
|
|
Apparel
|
|
Senior Secured Notes 10.50%, 6/1/2011
|
|
|
8,425,000 |
|
|
|
8,421,760 |
|
|
|
8,003,750 |
|
|
|
8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Safety Systems (d)
|
|
Automotive
|
|
First Lien Term Loan 6.68%, 3/8/2014
|
|
|
2,500,000 |
|
|
|
1,837,500 |
|
|
|
1,875,000 |
|
|
|
1.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SILLC Holdings, LLC (d)
|
|
Automotive
|
|
Second Lien Term Loan 9.86%, 5/24/2011
|
|
|
23,049,210 |
|
|
|
22,865,049 |
|
|
|
20,283,305 |
|
|
|
20.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Automotive
|
|
|
25,549,210 |
|
|
|
24,702,549 |
|
|
|
22,158,305 |
|
|
|
22.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Cabinets, Inc. (d)
|
|
Building Products
|
|
First Lien Term Loan 8.56%, 8/18/2012
|
|
|
1,871,500 |
|
|
|
1,847,290 |
|
|
|
1,403,625 |
|
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legacy Cabinets, Inc. (d)
|
|
Building Products
|
|
Second Lien Term Loan 12.31%, 8/18/2013
|
|
|
2,400,000 |
|
|
|
2,354,989 |
|
|
|
1,560,000 |
|
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Building Products
|
|
|
4,271,500 |
|
|
|
4,202,280 |
|
|
|
2,963,625 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hopkins Manufacturing Corporation (d)
|
|
Consumer Products
|
|
Second Lien Term Loan 11.82%, 1/26/2012
|
|
|
3,250,000 |
|
|
|
3,245,793 |
|
|
|
3,152,500 |
|
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Targus Group International, Inc. (d)
|
|
Consumer Products
|
|
First Lien Term Loan 7.61%, 11/22/2012
|
|
|
3,408,271 |
|
|
|
3,095,060 |
|
|
|
2,851,701 |
|
|
|
2.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Targus Group International, Inc. (d)
|
|
Consumer Products
|
|
Second Lien Term Loan 13.35%, 5/22/2013
|
|
|
5,000,000 |
|
|
|
4,743,768 |
|
|
|
4,016,500 |
|
|
|
4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consumer Products
|
|
|
11,658,271 |
|
|
|
11,084,621 |
|
|
|
10,020,701 |
|
|
|
10.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affinity Group, Inc. (d)
|
|
Consumer Services
|
|
First Lien Term Loan 5.62%, 6/24/2009
|
|
|
481,233 |
|
|
|
449,953 |
|
|
|
444,371 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affinity Group, Inc. (d)
|
|
Consumer Services
|
|
First Lien Term Loan 5.74%, 6/24/2009
|
|
|
518,767 |
|
|
|
485,047 |
|
|
|
479,859 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CFF Acquisition LLC (d)
|
|
Consumer Services
|
|
First Lien Term Loan 8.77%, 7/31/2013
|
|
|
406,228 |
|
|
|
406,228 |
|
|
|
365,605 |
|
|
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Consumer Services
|
|
|
1,406,228 |
|
|
|
1,341,228 |
|
|
|
1,289,835 |
|
|
|
1.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M/C Communications, LLC (d)
|
|
Education
|
|
First Lien Term Loan 5.54%, 12/31/2010
|
|
|
1,736,766 |
|
|
|
1,571,773 |
|
|
|
1,545,721 |
|
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group Dekko (d)
|
|
Electronics
|
|
Second Lien Term Loan 9.38%, 1/20/2012
|
|
|
6,670,000 |
|
|
|
6,670,000 |
|
|
|
6,336,500 |
|
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IPC Systems, Inc. (d)
|
|
Electronics
|
|
First Lien Term Loan 7.09%, 5/31/2014
|
|
|
49,750 |
|
|
|
44,647 |
|
|
|
40,497 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Electronics
|
|
|
6,719,750 |
|
|
|
6,714,647 |
|
|
|
6,376,997 |
|
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USS Mergerco, Inc. (d)
|
|
Environmental
|
|
Second Lien Term Loan 9.08%, 6/29/2013
|
|
|
5,960,000 |
|
|
|
5,827,121 |
|
|
|
5,066,000 |
|
|
|
5.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bankruptcy Management Solutions, Inc. (d)
|
|
Financial Services
|
|
Second Lien Term Loan 9.37%, 7/31/2013
|
|
|
4,937,500 |
|
|
|
4,902,101 |
|
|
|
3,555,000 |
|
|
|
3.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realogy Corp. (d)
|
|
Financial Services
|
|
First Lien Term Loan 6.11%, 10/10/2013
|
|
|
21,106 |
|
|
|
19,693 |
|
|
|
17,746 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realogy Corp. (d)
|
|
Financial Services
|
|
First Lien Term Loan 7.51%, 10/10/2013
|
|
|
78,394 |
|
|
|
73,147 |
|
|
|
65,733 |
|
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Financial Services
|
|
|
5,037,000 |
|
|
|
4,994,941 |
|
|
|
3,638,479 |
|
|
|
3.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCM Merger Inc. (d)
|
|
Gaming
|
|
First Lien Term Loan 6.35%, 7/13/2012
|
|
|
2,000,000 |
|
|
|
1,670,000 |
|
|
|
1,730,000 |
|
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IDI Acquisition Corp. (d)
|
|
Healthcare Services
|
|
Senior Secured Notes 10.75%, 12/15/2011
|
|
|
3,800,000 |
|
|
|
3,574,228 |
|
|
|
3,040,000 |
|
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRACS Institute, LTD (d)
|
|
Healthcare Services
|
|
Second Lien Term Loan 11.41%, 4/17/2013
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Healthcare Services
|
|
|
6,800,000 |
|
|
|
6,574,228 |
|
|
|
6,040,000 |
|
|
|
6.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
McMillin Companies LLC (d)
|
|
Homebuilding
|
|
Senior Secured Notes 9.53%, 4/30/2012
|
|
|
7,700,000 |
|
|
|
7,194,636 |
|
|
|
5,912,060 |
|
|
|
6.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asurion Corporation (d)
|
|
Insurance
|
|
First Lien Term Loan 6.10%, 7/3/2014
|
|
|
2,000,000 |
|
|
|
1,665,000 |
|
|
|
1,699,600 |
|
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Worldwide Express Operations, LLC (d)
|
|
Logistics
|
|
First Lien Term Loan 7.89%, 6/30/2013
|
|
|
2,973,362 |
|
|
|
2,966,658 |
|
|
|
2,687,919 |
|
|
|
2.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Incorporated (d)
|
|
Manufacturing
|
|
Unsecured Notes 13.00%, 11/1/2008
|
|
|
12,000,000 |
|
|
|
12,000,000 |
|
|
|
11,712,000 |
|
|
|
12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Incorporated (d)
|
|
Manufacturing
|
|
Unsecured Notes 13.00%, 11/1/2008
|
|
|
3,400,000 |
|
|
|
3,400,000 |
|
|
|
3,318,400 |
|
|
|
3.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Manufacturing
|
|
|
15,400,000 |
|
|
|
15,400,000 |
|
|
|
15,030,400 |
|
|
|
15.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blaze Recycling & Metals, LLC (d)
|
|
Metals
|
|
Senior Secured Notes 10.88%, 7/15/2012
|
|
|
2,500,000 |
|
|
|
2,493,087 |
|
|
|
2,218,750 |
|
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elyria Foundry Company, LLC (c, d)
|
|
Metals
|
|
Senior Secured Notes 13.00%, 3/1/2013
|
|
|
3,000,000 |
|
|
|
2,893,873 |
|
|
|
2,910,000 |
|
|
|
3.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Metals
|
|
|
5,500,000 |
|
|
|
5,386,960 |
|
|
|
5,128,750 |
|
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant U.S. Holdings LLP (d, e)
|
|
Natural Resources
|
|
Second Lien Term Loan 12.75%, 9/20/2013
|
|
|
5,365,592 |
|
|
|
5,365,393 |
|
|
|
4,167,456 |
|
|
|
4.3 |
% |
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
Investment Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders |
Company (a, c) |
|
Industry |
|
Rate/Maturity |
|
Principal |
|
Cost |
|
Fair Value |
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edgen Murray II, L.P. (d)
|
|
Oil and Gas
|
|
Second Lien Term Loan 9.32%, 5/11/2015
|
|
|
2,000,000 |
|
|
|
1,947,348 |
|
|
|
1,600,000 |
|
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy Alloys, LLC (d)
|
|
Oil and Gas
|
|
Second Lien Term Loan 12.15%, 10/5/2012
|
|
|
6,200,000 |
|
|
|
6,200,000 |
|
|
|
6,138,000 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Oil and Gas
|
|
|
8,200,000 |
|
|
|
8,147,348 |
|
|
|
7,738,000 |
|
|
|
7.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Atlantis Plastics Films, Inc. (d)
|
|
Packaging
|
|
First Lien Term Loan 8.71%, 9/22/2011
|
|
|
6,516,244 |
|
|
|
6,491,835 |
|
|
|
4,298,114 |
|
|
|
4.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stronghaven, Inc. (d)
|
|
Packaging
|
|
Second Lien Term Loan 11.00%, 10/31/2010
|
|
|
2,500,000 |
|
|
|
2,500,000 |
|
|
|
2,500,000 |
|
|
|
2.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e)
|
|
Packaging
|
|
Senior Secured Notes 12.50%, 6/15/2009
|
|
|
4,850,000 |
|
|
|
4,853,648 |
|
|
|
4,447,450 |
|
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e)
|
|
Packaging
|
|
Senior Secured Notes 12.50%, 6/15/2009
|
|
|
5,087,250 |
|
|
|
5,094,096 |
|
|
|
4,665,008 |
|
|
|
4.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terphane Holdings Corp. (d, e)
|
|
Packaging
|
|
Senior Secured Notes 15.11%, 6/15/2009
|
|
|
500,000 |
|
|
|
498,536 |
|
|
|
459,500 |
|
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Packaging
|
|
|
19,453,494 |
|
|
|
19,438,114 |
|
|
|
16,370,073 |
|
|
|
16.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanstar Communications Inc. (d)
|
|
Publishing
|
|
First Lien Term Loan 7.09%, 5/31/2014
|
|
|
1,990,000 |
|
|
|
1,516,878 |
|
|
|
1,492,500 |
|
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brown Publishing Company (d)
|
|
Publishing
|
|
Second Lien Term Loan 11.09%, 9/19/2014
|
|
|
1,203,226 |
|
|
|
1,197,520 |
|
|
|
1,070,871 |
|
|
|
1.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Network Communications, Inc. (d)
|
|
Publishing
|
|
Unsecured Notes 10.75%, 12/1/2013
|
|
|
5,000,000 |
|
|
|
5,095,198 |
|
|
|
4,400,000 |
|
|
|
4.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penton Media, Inc. (d)
|
|
Publishing
|
|
First Lien Term Loan 5.37%, 2/1/2013
|
|
|
2,962,500 |
|
|
|
2,134,841 |
|
|
|
2,325,563 |
|
|
|
2.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Publishing
|
|
|
11,155,726 |
|
|
|
9,944,437 |
|
|
|
9,288,934 |
|
|
|
9.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QCE LLC (d)
|
|
Restaurants
|
|
First Lien Term Loan 7.03%, 5/5/2013
|
|
|
992,443 |
|
|
|
804,673 |
|
|
|
859,456 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claires Stores, Inc. (d)
|
|
Retail
|
|
First Lien Term Loan 6.47%, 5/29/2014
|
|
|
2,786,000 |
|
|
|
2,579,717 |
|
|
|
2,179,209 |
|
|
|
2.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub Total Non-control/Non-affiliated investments |
|
|
|
|
|
|
|
|
162,888,724 |
|
|
|
143,745,269 |
|
|
|
146.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Control investments - 29.7% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSC CDO III, LLC (g)
|
|
Financial Services
|
|
100% General Partnership interest
|
|
|
|
|
|
|
|
|
|
|
160,153 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSC Investment Corp. CLO 2007 LTD. (g)
|
|
Structured Finance Securities
|
|
Other/Structured Finance Securities 20.36%, 1/21/2020
|
|
|
30,000,000 |
|
|
|
30,000,000 |
|
|
|
28,915,146 |
|
|
|
29.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub Total Control investments |
|
|
|
|
|
|
|
|
30,000,000 |
|
|
|
29,075,299 |
|
|
|
29.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliate investments - 0.0% (b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GSC Partners CDO GP III, LP (f)
|
|
Financial Services
|
|
6.24% Limited Partnership interest
|
|
|
|
|
|
|
|
|
|
|
16,233 |
|
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENT ASSETS - 176.6% (b) |
|
|
|
|
|
|
|
$ |
192,888,724 |
|
|
$ |
172,836,801 |
|
|
|
176.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders |
Outstanding interest rate cap |
|
Interest rate |
|
|
Maturity |
|
|
Notional |
|
|
Cost |
|
|
Fair value |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate cap |
|
|
8.0 |
% |
|
|
2/9/2014 |
|
|
$ |
40,000,000 |
|
|
$ |
87,000 |
|
|
$ |
50,703 |
|
|
0.1% |
Interest rate cap |
|
|
8.0 |
% |
|
|
11/30/2013 |
|
|
|
46,637,408 |
|
|
|
44,000 |
|
|
|
26,031 |
|
|
0.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub Total Outstanding interest rate cap |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
131,000 |
|
|
$ |
76,734 |
|
|
0.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
All of the Funds equity and debt investments are issued by eligible portfolio companies,
as defined in the Investment Company Act of 1940, except Atlantis Plastics Films, Inc., Grant U.S.
Holdings LLP, GSC Investment Corp. CLO 2007, Terphane Holdings Corp., and GSC Partners CDO GP III,
LP. |
|
(b) |
|
Percentages are based on net assets of $97,869,040 as of February 29, 2008. |
|
(c) |
|
Fair valued investment (see Note 2 to the consolidated financial statements). |
|
(d) |
|
All or a portion of the investment is pledged as collateral under a revolving securitized
credit facility (see Note 7 to the consolidated financial statements). |
|
(e) |
|
Non-U.S. company. The principal place of business for Terphane Holdings Corp is Brazil,
and for Grant U.S. Holdings LLP is Canada. |
|
(f) |
|
As defined in the Investment Company Act, we are an Affiliate of this portfolio company
because we own 5% or more of the portfolio companys outstanding voting securities. Transactions
during the period in which the issuer was an Affiliate are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
Management |
|
Net Realized |
|
Net unrealized |
Company |
|
Purchases |
|
Redemptions |
|
Sales (cost) |
|
Income |
|
fee income |
|
gains/(losses) |
|
gains/(losses) |
GSC Partners CDO GP III, LP |
|
$ |
2,045,067 |
|
|
$ |
2,084,214 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
39,147 |
|
|
$ |
16,233 |
|
|
(g) As defined in the Investment Company Act, we are an Affiliate of this portfolio company
because we own 5% or more of the portfolio companys outstanding voting securities. In addition, as
defined in the Investment Company Act, we Control this portfolio company because we own more than
25% of the portfolio companys outstanding voting securities. Transactions during the period in
which the issuer was both an Affiliate and a portfolio company that we Control are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
Management |
|
Net Realized |
|
Net unrealized |
Company |
|
Purchases |
|
Redemptions |
|
Sales (cost) |
|
Income |
|
fee income |
|
gains/(losses) |
|
gains/(losses) |
GSC Investment Corp. CLO 2007 LTD. |
|
$ |
30,000,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
262,442 |
|
|
$ |
215,914 |
|
|
$ |
|
|
|
$ |
(1,084,854 |
) |
GSC Partners CDO GP III, LP |
|
$ |
13,574,694 |
|
|
$ |
14,003,367 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
428,673 |
|
|
$ |
160,153 |
|
See accompanying notes to consolidated financial statements.
7
GSC Investment Corp.
Consolidated Statements of Changes in Net Assets
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
For the six months ended |
|
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
OPERATIONS: |
|
|
|
|
|
|
|
|
Net investment income |
|
$ |
6,650,706 |
|
|
$ |
5,114,689 |
|
Net realized gain/(loss) from investments |
|
|
(129,819 |
) |
|
|
1,445,255 |
|
Net realized gain from derivatives |
|
|
30,454 |
|
|
|
|
|
Net unrealized depreciation on investments |
|
|
(6,279,188 |
) |
|
|
(3,618,259 |
) |
Net unrealized depreciation on derivatives |
|
|
(28,326 |
) |
|
|
(44,047 |
) |
|
|
|
|
|
|
|
Net increase in net assets from operations |
|
|
243,827 |
|
|
|
2,897,638 |
|
|
|
|
|
|
|
|
SHAREHOLDER DISTRIBUTIONS: |
|
|
|
|
|
|
|
|
Distributions declared |
|
|
(6,467,280 |
) |
|
|
(4,974,830 |
) |
|
|
|
|
|
|
|
Net decrease in net assets from shareholder distributions |
|
|
(6,467,280 |
) |
|
|
(4,974,830 |
) |
|
|
|
|
|
|
|
CAPITAL SHARE TRANSACTIONS: |
|
|
|
|
|
|
|
|
Issuance of common stock, net |
|
|
|
|
|
|
116,301,011 |
|
|
|
|
|
|
|
|
Net increase in net assets from capital share transactions |
|
|
|
|
|
|
116,301,011 |
|
|
|
|
|
|
|
|
Total increase/(decrease) in net assets |
|
|
(6,223,453 |
) |
|
|
114,223,819 |
|
Net assets at beginning of period |
|
|
97,869,040 |
|
|
|
(129,163 |
) |
|
|
|
|
|
|
|
Net assets at end of period |
|
$ |
91,645,587 |
|
|
$ |
114,094,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value per common share |
|
$ |
11.05 |
|
|
$ |
13.76 |
|
Common shares outstanding at end of period |
|
|
8,291,384 |
|
|
|
8,291,384 |
|
See accompanying notes to consolidated financial statements.
8
GSC Investment Corp.
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
For the six months ended |
|
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
Operating activities |
|
|
|
|
|
|
|
|
NET INCREASE IN NET ASSETS FROM OPERATIONS |
|
$ |
243,827 |
|
|
$ |
2,897,638 |
|
ADJUSTMENTS TO RECONCILE NET INCREASE IN NET ASSETS FROM
OPERATIONS TO NET CASH USED IN OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Paid-in-kind interest income |
|
|
(457,904 |
) |
|
|
(72,990 |
) |
Net accretion of discount on investments |
|
|
(598,369 |
) |
|
|
(517,630 |
) |
Amortization of deferred credit facility financing costs |
|
|
88,894 |
|
|
|
97,171 |
|
Net realized (gain) loss from investments |
|
|
129,819 |
|
|
|
(1,445,255 |
) |
Net unrealized depreciation on investments |
|
|
6,279,188 |
|
|
|
3,618,259 |
|
Unrealized depreciation on derivatives |
|
|
28,326 |
|
|
|
|
|
Proceeds from sale and redemption of investments |
|
|
38,930,458 |
|
|
|
97,948,986 |
|
Purchase of investments |
|
|
(25,219,996 |
) |
|
|
(278,183,636 |
) |
(Increase) decrease in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Cash and cash equivalents, securitization accounts |
|
|
8,316,587 |
|
|
|
(4,552,160 |
) |
Interest receivable |
|
|
(530,026 |
) |
|
|
(3,432,937 |
) |
Due from manager |
|
|
940,903 |
|
|
|
(657,252 |
) |
Management fee receivable |
|
|
(13,822 |
) |
|
|
|
|
Other assets |
|
|
(95,701 |
) |
|
|
(455,109 |
) |
Deferred offering costs |
|
|
|
|
|
|
808,617 |
|
Payable for unsettled trades |
|
|
(6,661,412 |
) |
|
|
4,709,375 |
|
Management and incentive fees payable |
|
|
1,065,814 |
|
|
|
1,619,467 |
|
Accounts payable and accrued expenses |
|
|
108,204 |
|
|
|
554,747 |
|
Interest and credit facility fees payable |
|
|
(94,097 |
) |
|
|
461,817 |
|
Due to manager |
|
|
(7,066 |
) |
|
|
|
|
Accrued offering costs |
|
|
|
|
|
|
(760,000 |
) |
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES |
|
|
22,453,627 |
|
|
|
(177,360,892 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
Issuance of shares of common stock |
|
|
|
|
|
|
100,681,250 |
|
Borrowings on debt |
|
|
7,800,000 |
|
|
|
129,208,119 |
|
Paydowns on debt |
|
|
(20,000,000 |
) |
|
|
(43,479,154 |
) |
Credit facility financing cost |
|
|
|
|
|
|
(1,225,699 |
) |
Payments of cash dividends |
|
|
(6,467,280 |
) |
|
|
(4,974,830 |
) |
|
|
|
|
|
|
|
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES |
|
|
(18,667,280 |
) |
|
|
180,209,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN CASH AND CASH EQUIVALENTS |
|
|
3,786,347 |
|
|
|
2,848,794 |
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
|
|
1,072,641 |
|
|
|
1,030 |
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD |
|
$ |
4,858,988 |
|
|
$ |
2,849,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Information: |
|
|
|
|
|
|
|
|
Interest paid during the period |
|
$ |
1,462,013 |
|
|
$ |
1,612,647 |
|
|
|
|
|
|
|
|
|
|
Supplemental non-cash information |
|
|
|
|
|
|
|
|
Issuance of common stock for acquisition of investments in
GSC Partners CDO GP III, L.P. |
|
$ |
|
|
|
$ |
15,619,761 |
|
Paid-in-kind interest income |
|
$ |
457,904 |
|
|
$ |
72,990 |
|
Net accretion of discount on investments |
|
$ |
598,369 |
|
|
$ |
517,630 |
|
Amortization of deferred credit facility financing costs |
|
$ |
88,894 |
|
|
$ |
97,171 |
|
See accompanying notes to consolidated financial statements.
9
GSC INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Organization and Basis of Presentation
GSC Investment Corp. (the Company, we and us) is a non-diversified closed end management
investment company incorporated in Maryland that has elected to be treated and is regulated as a
business development company (BDC) under the Investment Company Act of 1940 (the 1940 Act). We
commenced operations on March 23, 2007 and completed our initial public offering (IPO) on March
28, 2007. The Company intends to file an election and to qualify to be treated for tax purposes as
a regulated investment company (RIC) under subchapter M of the Internal Revenue Code of 1986, as
amended (the Code) commencing with our first taxable year as a corporation. We expect to continue
to qualify and to elect to be treated for tax purposes as a RIC. Our investment objectives are to
generate both current income and capital appreciation through debt and equity investments by
primarily investing in private middle market companies and select high yield bonds.
GSC Investment, LLC (the LLC) was organized in May 2006 as a Maryland limited liability company.
As of February 28, 2007, the LLC had not yet commenced its operations and investment activities.
On March 21, 2007, the Company was incorporated and concurrently, the LLC was merged with and into
the Company in accordance with the procedure for such merger in the LLCs limited liability company
agreement and Maryland law. In connection with such merger, each outstanding common share of the
LLC was converted into an equivalent number of shares of common stock of the Company and the
Company is the surviving entity.
We are externally managed and advised by our investment adviser, GSCP (NJ), L.P. (individually and
collectively with its affiliates, GSC Group or the Manager), pursuant to an investment advisory
and management agreement.
The accompanying consolidated financial statements have been prepared on the accrual basis of
accounting in conformity with U. S. generally accepted accounting principles (GAAP) and include
the accounts of the Company and its special purpose financing subsidiaries, GSC Investment Funding,
LLC and GSC Investment Funding II, LLC. The consolidated financial statements reflect all
adjustments and reclassifications which, in the opinion of management, are necessary for the fair
presentation of the results of the operations and financial condition for the periods presented.
All intercompany accounts and transactions have been eliminated in consolidation. All references
made to the Company, we, and us in the financial statements encompassing of these
consolidated subsidiaries, except as stated otherwise.
Interim consolidated financial statements are prepared in accordance with 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 consolidated financial
statements prepared in accordance with GAAP are omitted. In the opinion of management, all
adjustments, consisting solely of normal recurring accruals, necessary for the fair presentation of
financial statements for the interim period have been included. The current periods results of
operations are not necessarily indicative of results that ultimately may be achieved for the fiscal
year ending February 28, 2009.
Note 2. Summary of Significant Accounting Policies
Use of Estimates in the Preparation of Financial Statements
The preparation of the accompanying consolidated financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported 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 from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include short-term, liquid investments in a money market fund. Cash and
cash equivalents are carried at cost which approximates fair value.
Cash and cash equivalents, Securitization Accounts
Cash and cash equivalents, securitization accounts include amounts held in designated bank accounts
in the form of cash and short-term liquid investments in money market funds representing payments
received on securitized investments or other reserved amounts associated with the Companys
securitization facilities. The Company is required to use a portion of these amounts to pay
interest expense, reduce borrowings, or pay other amounts in accordance with the related
securitization agreements. Cash held in such accounts may not be available for the general use of
the Company.
Risk Management
In the ordinary course of its business, the Company manages a variety of risks, including market
risk and credit risk. Market risk is the risk of potential adverse changes to the value of
investments because of changes in market conditions such as interest rate movements and volatility
in investment prices. Credit risk is the risk of default or non-performance by portfolio companies
equivalent to the investments carrying amount.
10
The Company is also exposed to credit risk related to maintaining all of its cash and cash
equivalents including those in securitization accounts at a major financial institution and credit
risk related to the derivative counterparty.
The Company has investments in lower rated and comparable quality unrated high yield bonds and bank
loans. Investments in high yield investments are accompanied by a greater degree of credit risk.
The risk of loss due to default by the issuer is significantly greater for holders of high yield
securities, because such investments are generally unsecured and are often subordinated to other
creditors of the issuer.
Investment Classification
The Company classifies its investments in accordance with the requirements of the 1940 Act. Under
the 1940 Act, Control Investments are defined as investments in companies in which we own more
than 25% of the voting securities or maintain greater than 50% of the board representation. Under
the 1940 Act, Affiliated Investments are defined as those non-control investments in companies in
which we own between 5% and 25% of the voting securities. Under the 1940 Act, Non-affiliated
Investments are defined as investments that are neither Control Investments or Affiliated
Investments.
Investment Valuation
The fair value of the Companys assets and liabilities which qualify as financial instruments under
Statement of Financial Accounting Standards No. 107, Disclosure About Fair Value of Financial
Instruments, approximates the carrying amounts presented in the consolidated balance sheet.
Investments for which market quotations are readily available are valued at such market quotations
obtained from independent third party pricing services and market makers subject to any decision by
our board of directors to make a fair value determination to reflect significant events affecting
the value of these investments. We value investments for which market quotations are not readily
available as stated above at fair value as determined in good faith by our board of directors based
on input from our Manager, our audit committee and, if our board or audit committee so request, a
third party independent valuation firm. Determinations of fair value may involve subjective
judgments and estimates. The types of factors that may be considered in a fair value pricing
include the nature and realizable value of any collateral, the portfolio companys ability to make
payments, yield trend analysis, the markets in which the portfolio company does business,
comparison to publicly traded companies, discounted cash flow and other relevant factors.
We undertake a multi-step valuation process each quarter when valuing investments for which market
quotations are not readily available, as described below:
|
|
|
Each investment is initially valued by the responsible investment professionals and
preliminary valuation conclusions are documented and discussed with our senior management;
and |
|
|
|
|
An independent valuation firm engaged by our board of directors reviews at least one
quarter of these preliminary valuations each quarter so that the valuation of each
investment for which market quotes are not readily available is reviewed by the independent
valuation firm at least annually. |
In
addition, all our investments are subject to the following valuation process:
|
|
|
The audit committee of our board of directors reviews each preliminary valuation and our
investment adviser and independent valuation firm (if applicable) will supplement the
preliminary valuation to reflect any comments provided by the audit committee; and |
|
|
|
|
Our board of directors discusses the valuations and determines the fair value of each
investment in good faith based on the input of our investment adviser, independent
valuation firm (if applicable) and audit committee. |
Our equity investment in GSC Investment Corp. CLO 2007, Ltd. (GSCIC CLO) is carried at fair
value, which is based on a discounted cash flow model that utilizes prepayment, re-investment and
loss assumptions based on historical experience and projected performance, economic factors, the
characteristics of the underlying cash flow, and comparable yields for similar CLO equity, when
available, as determined by our investment advisor and recommended to our board of directors.
Because such valuations, and particularly valuations of private investments and private companies,
are inherently uncertain, they may fluctuate over short periods of time and may be based on
estimates. The determination of fair value by our board of directors may differ materially from the
values that would have been used if a ready market for these investments existed. Our net asset
value could be materially affected if the determinations regarding the fair value of our
investments were materially higher or lower than the values that we ultimately realize upon the
disposal of such investments.
Income Recognition
Purchases and sales of investments and the related realized gains or losses are recorded on a
trade-date basis. Interest income, adjusted for amortization of premium and accretion of discount,
is recorded on an accrual basis to the extent that such amounts are expected to be collected. The
Company stops accruing interest on its investments when it is determined that interest is no longer
collectible. If any cash is received after it is determined that interest is no longer collectible,
we will treat the cash as payment on the principal balance until the entire principal balance has
been repaid, before any interest income is recognized. Discounts and premiums on investments
purchased are accreted/amortized over the life of the respective investment using the effective
yield method. The amortized cost of investments represents the original cost adjusted for the
accretion of discounts and amortizations of premium on investments.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or
interest will be collected. Accrued interest is generally reversed when a loan is placed on
non-accrual status. Interest payments received on non-accrual loans may be recognized as principal
depending upon managements judgment regarding collectability. Non-accrual loans are restored to
accrual status when past due principal and interest is paid and, in managements judgment, are
likely to remain current. The Company may make exceptions to this if the loan has sufficient
collateral value and is in the process of collection. As of August 31, 2008, 3.6% of total
investments at amortized cost (or 2.3% at fair value), were on non-accrual status.
11
Interest income on our investment in GSCIC CLO is recorded using the effective interest method in
accordance with the provision of EITF 99-20, based on the anticipated yield and the estimated cash
flows over the projected life of the investment. Yields are revised when there are changes in
actual or estimated cash flows due to changes in prepayments and/or re-investments, credit losses
or asset pricing. Changes in estimated yield are recognized as an adjustment to the estimated
yield over the remaining life of the investment from the date the estimated yield was changed.
Paid-in-Kind Interest
The Company includes in income certain amounts that it has not yet received in cash, such as
contractual paid-in-kind interest (PIK), which represents contractually deferred interest added
to the investment balance that is generally due at maturity. We stop accruing PIK if we do not
expect the issuer to be able to pay all principal and interest when due.
Organizational Expenses
Organizational expenses consist principally of professional fees incurred in connection with the
organization of the Company and have been expensed as incurred.
Deferred Credit Facility Financing Costs
Financing costs incurred in connection with each respective credit facility have been deferred and
are being amortized using the straight line method over the life of each respective facility.
Indemnifications
In the ordinary course of its business, the Company may enter into contracts or agreements that
contain indemnifications or warranties. Future events could occur that lead to the execution of
these provisions against the Company. Based on its history and experience, management feels that
the likelihood of such an event is remote.
Income Taxes
The Company intends to file an election and qualify to be treated for tax purposes as a RIC under
Subchapter M of the Code and, among other things, intends to make the requisite distributions to
its stockholders which will relieve the Company from federal income taxes. Therefore, no provision
has been recorded for federal income taxes.
In order to qualify as a RIC, among other requirements, the Company is required to timely
distribute to its stockholders at least 90% of its investment company taxable income, as defined by
the Code, for each fiscal tax year. The Company will be subject to a nondeductible U.S. federal
excise tax of 4% on undistributed income if we do not distribute at least 98% of our investment
company taxable income in any calendar year and 98% of our capital gain net income for each
one-year period ending on October 31.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward
taxable income in excess of current year dividend distributions into the next tax year and pay a 4%
excise tax on such income, as required. To the extent that the Company determines that its
estimated current year annual taxable income will be in excess of estimated current year dividend
distributions, the Company accrues excise tax, if any, on estimated excess taxable income as
taxable income is earned.
Dividends
Dividends
to common stockholders are recorded on the record date. The amount to be paid out as
a dividend is determined by the board of directors each quarter and is generally based upon the
earnings estimated by management. Net realized capital gains, if any, are generally distributed at
least annually, although we may decide to retain such capital gains for reinvestment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of our dividend
distributions on behalf of our stockholders unless a stockholder elects to receive cash. As a
result, if our board of directors authorizes, and we declare, a cash dividend, then our
stockholders who have not ''opted out of our dividend reinvestment plan will have their cash
dividends automatically reinvested in additional shares of our common stock, rather than receiving
the cash dividends. If the Companys common stock is trading below net asset value at the time of
valuation, the plan administrator will receive the dividend or distribution in cash and will
purchase common stock in the open market, on the New York Stock Exchange or elsewhere, for the
account of each Participant.
New Accounting Pronouncements
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities (FAS 159), which provides companies
with an option to report selected financial assets and liabilities at fair value. The objective of
FAS 159 is to reduce both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities differently. FAS 159 establishes
presentation and disclosure requirements designed to facilitate comparisons between companies that
choose different measurement attributes for similar types of assets and liabilities and to more
easily understand the effect of the companys choice to use fair value on its earnings. FAS 159
also requires entities to display the fair value of the selected assets and liabilities on the face
of the balance sheet. FAS 159 does not eliminate disclosure requirements of other accounting
standards, including fair value measurement disclosures in FAS 157. This statement is effective as
of the beginning of an entitys first fiscal year beginning after November 15, 2007. The Company
does not intend to elect fair value measurement for assets or liabilities other than
12
portfolio investments, which are already measured at fair value, therefore, the Company does not
believe the adoption of this statement will have a significant effect on the Companys financial
position or its results of operations.
In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161, Disclosures
about Derivative Instruments and Hedging Activities (FAS 161). The objective of FAS 161 is to
improve financial reporting about derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on an entitys
financial position, financial performance, and cash flows. FAS 161 improves transparency about the
location and amounts of derivative instruments in an entitys financial statements; how derivative
instruments and related hedged items are accounted for under FAS 133; and how derivative
instruments and related hedged items affect its financial position, financial performance, and cash
flows. FAS 161 achieves these improvements by requiring disclosure of the fair values of derivative
instruments and their gains and losses in a tabular format. It also provides more information about
an entitys liquidity by requiring disclosure of derivative features that are credit risk related.
Finally, it requires cross-referencing within footnotes to enable financial statement users to
locate important information about derivative instruments. FAS 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. We did not early adopt FAS 161. Management is currently evaluating
the enhanced disclosure requirements and the impact on our consolidated financial statements of
adopting FAS 161.
Note 3. Investments
The Company adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements
(FAS 157) as of March 1, 2008, which among other matters, requires enhanced disclosures about
investments that are measured and reported at fair value. As defined in FAS 157, fair value is the
price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. FAS 157 establishes a hierarchal
disclosure framework which prioritizes and ranks the level of market price observability used in
measuring investments at fair value. Market price observability is affected by a number of factors,
including the type of investment and the characteristics specific to the investment. Investments
with readily available active quoted prices or for which fair value can be measured from actively
quoted prices generally will have a higher degree of market price observability and a lesser degree
of judgment used in measuring fair value.
Based on the observability of the inputs used in the valuation techniques the Company is required
to provide the following information according to the fair value hierarchy. The fair value
hierarchy ranks the quality and reliability of the information used to determine fair values.
Investments carried at fair value will be classified and disclosed in one of the following three
categories:
|
|
|
Level 1 Valuations based on quoted prices in active markets for identical assets or
liabilities that the Company has the ability to access. |
|
|
|
|
Level 2 Valuations based on inputs other than quoted prices in active markets, which
are either directly or indirectly observable. |
|
|
|
|
Level 3 Valuations based on inputs that are unobservable and significant to the
overall fair value measurement. The inputs into the determination of fair value may require
significant management judgment or estimation. Even if observable-market data is available,
such information may be the result of consensus pricing information or broker quotes which
include a disclaimer that the broker would not be held to such a price in an actual
transaction. The non-binding nature of consensus pricing and/or quotes accompanied by
disclaimer would result in classification as Level III information, assuming no additional
corroborating evidence. |
In addition to using the above inputs in investment valuations, we continue to employ the valuation
policy approved by our board of directors that is consistent with FAS 157 (see Note 2). Consistent
with our valuation policy, we evaluate the source of inputs, including any markets in which our
investments are trading, in determining fair value.
The following table presents fair value measurements of investments as of August 31, 2008 (dollars
in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using |
|
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Non-control/non-affiliate investments |
|
$ |
127,858 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
127,858 |
|
Control investments |
|
|
25,900 |
|
|
|
|
|
|
|
|
|
|
|
25,900 |
|
Affiliate investments |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value |
|
$ |
153,774 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
153,774 |
|
The following table provides a reconciliation of the beginning and ending balances for investments
that use Level 3 inputs for the six months ended August 31, 2008 (dollars in thousands):
|
|
|
|
|
|
|
Level 3 |
|
Balance as of February 29, 2008 |
|
$ |
172,837 |
|
Net unrealized losses |
|
|
(6,279 |
) |
Purchases and other adjustments to cost |
|
|
26,146 |
|
Sales and redemptions |
|
|
(38,930 |
) |
Net transfers in and/or out |
|
|
|
|
|
|
|
|
Balance as of August 31, 2008 |
|
$ |
153,774 |
|
Purchases and other adjustments to cost include new investments at cost, effects of
refinancing/restructuring, accretion income from discount on debt securities, and PIK.
13
Sale and redemptions represent net proceeds received and realized gains and losses from investments
sold during the period.
Net transfers in and/or out represent existing investments that were either previously categorized
as a higher level and the inputs to the model became unobservable or investments that were
previously classified as the lowest significant input became observable during the period. These
investments are recorded at their end of period fair values.
The composition of our investments as of August 31, 2008, at cost and fair value was as follows
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
Investments at |
|
|
Investments at |
|
|
Percentage of |
|
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Total Portfolio |
|
First lien term loans |
|
$ |
31,204 |
|
|
$ |
26,516 |
|
|
|
17.2 |
% |
Second lien term loans |
|
|
57,171 |
|
|
|
49,671 |
|
|
|
32.3 |
|
Senior secured notes |
|
|
36,042 |
|
|
|
30,430 |
|
|
|
19.8 |
|
Unsecured notes |
|
|
25,688 |
|
|
|
20,998 |
|
|
|
13.7 |
|
Structured Finance Securities |
|
|
30,000 |
|
|
|
25,739 |
|
|
|
16.7 |
|
Equity/limited partnership interest |
|
|
|
|
|
|
420 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
180,105 |
|
|
$ |
153,774 |
|
|
|
100.0 |
% |
The composition of our investments as of February 29, 2008, at cost and fair value was as follows
(dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
Investments at |
|
|
Investments at |
|
|
Percentage of |
|
|
|
Amortized Cost |
|
|
Fair Value |
|
|
Total Portfolio |
|
First lien term loans |
|
$ |
29,660 |
|
|
$ |
26,362 |
|
|
|
15.3 |
% |
Second lien term loans |
|
|
70,819 |
|
|
|
62,446 |
|
|
|
36.1 |
|
Senior secured notes |
|
|
35,024 |
|
|
|
31,657 |
|
|
|
18.3 |
|
Unsecured notes |
|
|
27,386 |
|
|
|
23,281 |
|
|
|
13.5 |
|
Structured Finance Securities |
|
|
30,000 |
|
|
|
28,915 |
|
|
|
16.7 |
|
Equity/limited partnership interest |
|
|
|
|
|
|
176 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
192,889 |
|
|
$ |
172,837 |
|
|
|
100.0 |
% |
Note 4. Investment in GSC Investment Corp. CLO 2007, Ltd.
On January 22, 2008, we invested $30 million in all of the outstanding subordinated notes of GSC
Investment Corp. CLO 2007, Ltd., (the GSCIC CLO), a $400 million CLO managed by us that invests
primarily in senior secured loans. Additionally, we entered into a collateral management agreement
with GSCIC CLO pursuant to which we will act as collateral manager to it. In return for our
collateral management services, we are entitled to a senior collateral management fee of 0.10% and
a subordinate collateral management fee of 0.40% of the outstanding principal amount of GSCIC CLOs
assets, to be paid quarterly to the extent of available proceeds. We are also entitled to an
incentive management fee equal to 20% of excess cash flow to the extent the GSCIC CLO subordinated
notes receive an internal rate of return equal to or greater than 12%. For the three and six months
ended August 31, 2008, we accrued $0.5 and $1.0 million in
management fees and $1.1 and $1.7
million in interest income. We did not accrue any amounts related to the incentive management fee
as the 12% hurdle rate has not yet been achieved.
Note 5. Agreements
On March 21, 2007, the Company entered into an investment advisory and management agreement (the
Management Agreement) with GSC Group. The initial term of the Management Agreement is two years,
with automatic, one-year renewals at the end of each year subject to certain approvals by our board
of directors and/or our stockholders. Pursuant to the Management Agreement, our investment adviser
implements our business strategy on a day-to-day basis and performs certain services for us,
subject to oversight by our board of directors. Our investment adviser is responsible for, among
other duties, determining investment criteria, sourcing, analyzing and executing investments
transactions, asset sales, financings and performing asset management duties. Under the Management
Agreement, we have agreed to pay our investment adviser a management fee for investment advisory
and management services consisting of a base management fee and an incentive fee.
The base management fee of 1.75% is calculated based on the average value of our total assets
(other than cash or cash equivalents but including assets purchased with borrowed funds) at the end
of the two most recently completed fiscal quarters, and appropriately adjusted for any share
issuances or repurchases during the applicable fiscal quarter.
The incentive fee consists of the following two parts:
The first, payable quarterly in arrears, equals 20% of our pre-incentive fee net investment income
(not including excise taxes), expressed as a rate of return on the value of the net assets at the
end of the immediately preceding quarter, that exceeds a 1.875% quarterly (7.5% annualized) hurdle
rate measured as of the end of each fiscal quarter. Under this provision, in any fiscal quarter,
our investment adviser receives no incentive fee unless our pre-incentive fee net investment
income, as defined above, exceeds the hurdle rate of 1.875%. Amounts received as a return of
capital are not included in calculating this portion of the incentive fee. Since the hurdle rate is
based on net assets, a return of less than the hurdle rate on total assets may still result in an
incentive fee.
14
The second, payable at the end of each fiscal year equals 20% of our net realized capital gains, if
any, computed net of all realized capital losses and unrealized capital depreciation, in each case
on a cumulative basis, less the aggregate amount of such incentive fees paid to the investment
adviser through such date.
We will defer cash payment of any incentive fee otherwise earned by our investment adviser if,
during the most recent four full fiscal quarter period ending on or prior to the date such payment
is to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in
net assets (defined as total assets less liabilities) (before taking into account any incentive
fees payable during that period) is less than 7.5% of our net assets at the beginning of such
period. These calculations will be appropriately pro rated for the first three fiscal quarters of
operation and adjusted for any share issuances or repurchases during the applicable period. Such
incentive fee will become payable on the next date on which such test has been satisfied for the
most recent four full fiscal quarters.
For the three and six months ended August 31, 2008, we incurred $0.7 and $1.5 million in base
management fees and $0.4 and $0.7 million in incentive fees related to pre-incentive fee net
investment income. For the three and six months ended August 31, 2008, we incurred no incentive
management fees related to net realized capital gains. As of August 31, 2008, $0.7 million of base
management fees and $1.3 million of incentive fees were unpaid and included in management and
incentive fees payable in the accompanying consolidated balance sheet.
For the three and six months ended August 31, 2007, we incurred $0.9 and $1.3 million in base
management fees, $0.2 and $0.3 million in incentive fees related to pre-incentive fee net
investment income and ($0.2) and $0 million incentive fees related to net realized capital gains.
As of August 31, 2008, the end of the second quarter of fiscal year 2009, the sum of our aggregate
distributions to our stockholders and our change in net assets (defined as total assets less
liabilities) (before taking into account any incentive fees payable during that period) was less
than 7.5% of our net assets at the beginning of the second fiscal quarter of fiscal year 2008.
Accordingly, the payment of the incentive fee for the quarter ended August 31, 2008 will be
deferred. The total deferred incentive fee payable at August 31, 2008 is $1.3 million.
On March 21, 2007, the Company entered into a separate administration agreement (the
Administration Agreement) with GSC Group, pursuant to which GSC Group, as our administrator, has
agreed to furnish us with the facilities and administrative services necessary to conduct our
day-to-day operations and provide managerial assistance on our behalf to those portfolio companies
to which we are required to provide such assistance. Our allocable portion is based on the
proportion that our total assets bears to the total assets or a subset of total assets administered
by our administrator. The initial term of the Administration
Agreement is two years, with automatic one-year renewals at the end
of each year subject to certain approvals by our board of directors
and/or our shareholders.
For the three and six months ended August 31, 2008, we accrued $0.3 and $0.5 million of
administrator expenses pertaining to bookkeeping, record keeping and other administrative services
provided to the Company in addition to our allocable portion of rent and other overhead related
expenses. During the initial term of the Administration Agreement, GSC Group has agreed not to be reimbursed by the Company for any expenses incurred in
performing its obligations under the Administration Agreement until the Companys total assets
exceeds $500 million. During the initial term and subsequent
renewal periods, the Companys requirement to reimburse GSC Group is capped
such that the amounts payable, together with the Companys other operating expenses, will not
exceed an amount equal to 1.5% per annum of the Companys net assets attributable to the Companys
common stock. Accordingly, for the three and six months ended August 31, 2008, we have recorded
$0.3 and $0.5 million in expense waiver and reimbursement under the Administration Agreement in the
accompanying consolidated statement of operations.
On March 23, 2007, the Manager provided the Company with a Notification of Fee Reimbursement (the
Expense Reimbursement Agreement). The Expense Reimbursement Agreement provides for the Manager to
reimburse the Company for operating expenses to the extent that our total annual operating expenses
(other than investment advisory and management fees, interest and credit facility expenses, and
organizational expense) exceed an amount equal to 1.55% of our net assets attributable to common
stock. The Manager is not entitled to recover any reimbursements under this agreement in future
periods. The term of the Expense Reimbursement Agreement was for a period of 12 months beginning
March 23, 2007 and for each twelve months period thereafter unless otherwise agreed by the Manager
and the Company. For the six months ended August 31, 2008, we have recorded $49,715 in expense
waiver and reimbursement under the Expense Reimbursement Agreement in the accompanying consolidated
statement of operations. On April 15, 2008, the Manager and the Company agreed not to extend the
agreement for an additional twelve month period and terminated the Expense Reimbursement Agreement
as of March 23, 2008.
Note 6. Borrowings
As a BDC, we are only allowed to employ leverage to the extent that our asset coverage, as defined
in the 1940 Act, equals at least 200% after giving effect to such leverage. The amount of leverage
that we employ at any time depends on our assessment of the market and other factors at the time of
any proposed borrowing.
On April 11, 2007, we formed GSC Investment Funding LLC (GSC Funding), a wholly owned
consolidated subsidiary of the Company, through which we entered into a revolving securitized
credit facility (the Revolving Facility) with Deutsche Bank AG, as administrative agent, under
which we may borrow up to $100 million. A significant percentage of our total assets have been
pledged under the Revolving Facility to secure our obligations thereunder. Under the Revolving
Facility, funds are borrowed from or through certain lenders at prevailing commercial paper rates
or, if the commercial paper market is at any time unavailable, at prevailing LIBOR rates, plus
0.70% payable monthly. We also pay an unused commitment fee equal to 0.225% payable monthly. As of
August 31, 2008, there was $66.3 million outstanding under the Revolving Facility and the Company
continues to be in compliance with all of the limitations and requirements of the Revolving
Facility. For the three and six months ended August 31, 2008, we recorded $0.6 and $1.4 million of
interest expense and $44,447 and $88,894 of amortization of deferred financing costs related to the
Revolving Facility and the interest rates on the outstanding borrowings ranged from 3.31% to 4.44%.
As of August 31, 2007, there was $74.0 million outstanding under the Revolving Facility. For the
three and six months ended August 31, 2007, we recorded $1.1 and $1.6 million of interest expense
and $44,599 and $68,018 of amortization of deferred financing costs related to the Revolving
Facility and the interest rates on the outstanding borrowings ranged from 6.00% to 6.26%.
On May 1, 2007, we formed GSC Investment Funding II LLC (GSC Funding II), a wholly owned
consolidated subsidiary of the Company, through which we entered into a $25.7 million term
securitized credit facility (the Term Facility and, together with the Revolving Facility, the
Facilities) with Deutsche
15
Bank AG, as administrative agent, which was fully drawn at closing. A significant percentage of our
total assets were pledged under the Term Facility to secure our obligations thereunder. The Term
Facility bears interest at prevailing commercial paper rates or, if the commercial paper market is
at any time unavailable, at prevailing LIBOR rates, plus 0.70%, payable quarterly. As of August 31,
2007, there was $11.7 million outstanding under the Term Facility. For the three and six months
ended August 31, 2007, we recorded $0.3 and $0.4 million of interest expense and $22,120 and
$29,153 of amortization of deferred financing costs related to the Term Facility.
Each of the Facilities contain limitations as to how borrowed funds may be used, such as
restrictions on industry concentrations, asset size, payment frequency and status, average life,
collateral interests and investment ratings. The Facilities also include certain requirements
relating to portfolio performance, the violation of which could result in the early amortization of
the Facilities, limit further advances (in the case of the Revolving Facility) and, in some cases,
result in an event of default, allowing the lenders to accelerate repayment of amounts owed
thereunder.
On December 12, 2007, the Company consolidated its Facilities by using the proceeds of a draw under
the Revolving Facility to repay and terminate the Term Facility and transferring all assets in GSC
Funding II to GSC Funding. The Companys aggregate indebtedness and cost of funding were unchanged
as a result of this consolidation.
Note 7. Stockholders Equity
On May 16, 2006, GSC Group capitalized the LLC, by contributing $1,000 in exchange for 67 shares,
constituting all of the issued and outstanding shares of the LLC.
On March 20, 2007, the Company issued 959,955 and 81,362 shares of common stock, priced at $15.00
per share, to GSC Group and certain individual employees of GSC Group, respectively, in exchange
for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP,
LP, collectively valued at $15.6 million. At this time, the 67 shares owned by GSC Group in the LLC
were exchanged for 67 shares of GSC Investment Corp.
On March 28, 2007, the Company completed its IPO of 7,250,000 shares of common stock, priced at
$15.00 per share, before underwriting discounts and commissions. Total proceeds received from the
IPO, net of $7.1 million in underwriters discount and commissions, and $1.0 million in offering
costs, were $100.7 million.
Note 8. Earnings Per Share
The following information sets forth the computation
of the weighted average basic and diluted net
increase in net assets per share from operations for the six months ended August 31, 2008, and
August 31, 2007 (dollars in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
August 31, 2008 |
|
August 31, 2007 |
Net increase in net assets from operations |
|
$ |
244 |
|
|
$ |
2,898 |
|
Weighted average common shares outstanding |
|
|
8,291,384 |
|
|
|
7,938,438 |
|
Earnings per common share-basic and diluted |
|
$ |
0.03 |
|
|
$ |
0.37 |
|
Note 9. Dividend
The following table summarizes dividends declared during the six months ended August 31, 2008 and
August 31, 2007 (dollars in thousands except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share * |
|
Total Amount |
|
May 22, 2008 |
|
May 30, 2008 |
|
June 13, 2008 |
|
$ |
0.39 |
|
|
$ |
3,234 |
|
August 20, 2008 |
|
August 29, 2008 |
|
September 15, 2008 |
|
|
0.39 |
|
|
|
3,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends declared |
|
|
|
|
|
|
|
|
|
$ |
0.78 |
|
|
$ |
6,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Declared |
|
Record Date |
|
Payment Date |
|
Amount Per Share * |
|
Total Amount |
|
May 21, 2007 |
|
May 29, 2007 |
|
June 6, 2007 |
|
$ |
0.24 |
|
|
$ |
1,990 |
|
August 14, 2007 |
|
August 24, 2007 |
|
August 31, 2007 |
|
|
0.36 |
|
|
|
2,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends declared |
|
|
|
|
|
|
|
|
|
$ |
0.60 |
|
|
$ |
4,975 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Amount per share is calculated based on the number of shares outstanding at the date of declaration. |
Note 10. Financial Highlights
The following is a schedule of financial highlights for the six months ended August 31, 2008 and
August 31, 2007 and for the year ended February 29, 2008:
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2008 |
|
August 31, 2007 |
|
February 29, 2008 |
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Public offering cost at IPO, March 23, 2007 |
|
$ |
|
|
|
$ |
15.00 |
|
|
$ |
15.00 |
|
Sales load |
|
|
|
|
|
|
(0.85 |
) |
|
|
(0.85 |
) |
Offering cost |
|
|
|
|
|
|
(0.12 |
) |
|
|
(0.12 |
) |
|
|
|
Net asset value at beginning of period/IPO |
|
|
11.80 |
|
|
|
14.03 |
|
|
|
14.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (1) |
|
|
0.80 |
|
|
|
0.62 |
|
|
|
1.30 |
|
Net realized gains (losses) on investments and derivatives |
|
|
(0.01 |
) |
|
|
0.17 |
|
|
|
0.47 |
|
Net unrealized depreciation on investments and derivatives |
|
|
(0.76 |
) |
|
|
(0.46 |
)* |
|
|
(2.45 |
)* |
|
|
|
Net increase (decrease) in stockholders equity |
|
|
0.03 |
|
|
|
0.33 |
|
|
|
(0.68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared from net investment income |
|
|
(0.78 |
) |
|
|
(0.60 |
) |
|
|
(1.37 |
) |
Distributions declared from net realized capital gains |
|
|
|
|
|
|
|
|
|
|
(0.18 |
) |
|
|
|
Total distributions to stockholders |
|
|
(0.78 |
) |
|
|
(0.60 |
) |
|
|
(1.55 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value at end of period |
|
$ |
11.05 |
|
|
$ |
13.76 |
|
|
$ |
11.80 |
|
|
|
|
Net assets at end of period |
|
$ |
91,645,587 |
|
|
$ |
114,094,656 |
|
|
$ |
97,869,040 |
|
Shares outstanding at end of period |
|
|
8,291,384 |
|
|
|
8,291,384 |
|
|
|
8,291,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share market value at end of period |
|
$ |
10.80 |
|
|
$ |
12.40 |
|
|
$ |
11.04 |
|
Total return based on market value (2) |
|
|
4.89 |
% |
|
|
(13.33 |
)% |
|
|
(16.07 |
)% |
Total return based on net asset value (3) |
|
|
0.25 |
% |
|
|
1.02 |
% |
|
|
(11.00 |
)% |
|
|
|
* |
|
Net unrealized depreciation on investments and derivatives per share amount includes the net
loss incurred prior to the IPO. |
Ratio/Supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of net
investment income to average net assets (4) (5) |
|
|
12.63 |
% |
|
|
9.16 |
% |
|
|
8.11 |
% |
Ratio of operating expenses to average net assets (4) (5) |
|
|
6.74 |
% |
|
|
5.94 |
% |
|
|
5.91 |
% |
Ratio of incentive management fees to average net assets (5) |
|
|
1.55 |
% |
|
|
0.69 |
% |
|
|
0.64 |
% |
Ratio of credit facility related expenses to average net assets (5) |
|
|
3.02 |
% |
|
|
4.39 |
% |
|
|
4.51 |
% |
Ratio of total expenses to average net assets (4) (5) |
|
|
11.31 |
% |
|
|
11.02 |
% |
|
|
11.05 |
% |
|
|
|
(1) |
|
Net investment income excluding expense waiver and reimbursement equals $0.73 and $0.55 per
share for the six months ended August 31, 2008 and August 31, 2007, respectively. |
|
(2) |
|
For the six months ended August 31, 2008, the total return based on market value equals the
decrease in market value at August 31, 2008, of $0.24 per share over the price per share at
February 29, 2008, of $11.04, plus the declared dividends of $0.39 per share for stockholders
of record on May 30, 2008, and $0.39 per share for stockholders of record on August 29, 2008,
divided by the February 29, 2008 price per share. For the six months ended August 31, 2007,
the total return based on market value equals the decrease in market value at August 31, 2007
of $12.40 per share over the IPO offering price per share at March 23, 2007 of $15.00, plus
the declared dividend of $0.24 per share for stockholders of record on May 29, 2007, and the
declared dividend of $0.36 per share for stockholders of record on August 24, 2007, divided by
the IPO offering price per share. Total return based on market value is not annualized. |
|
(3) |
|
For the six months ended August 31, 2008, the total return based on net asset value equals
the change in net asset value during the period plus the declared dividend of $0.39 per share
for stockholders of record on May 30, 2008, and $0.39 per share for stockholders of record on
August 29, 2008, divided by the beginning net asset value during the period. For the six
months ended August 31, 2007, the total return based on net asset value equals the change in
net asset value during the period plus the declared dividend of $0.24 per share for
stockholders of record on May 29, 2007, and the declared dividend of $0.36 per share for
stockholders of record on August 24, 2007, divided by the beginning net asset value during the
period. The calculation was adjusted for shares issued during the period. Total return based
on net asset value is not annualized. |
|
(4) |
|
For the six months ended August 31, 2008, incorporating the expense waiver and reimbursement
arrangement, the ratio of net investment income, operating expenses, total expenses to average
net assets is 13.79%, 5.58%, and 10.15%, respectively. For the six months ended August 31,
2007, incorporating the expense waiver and reimbursement arrangement, the ratio of net
investment income, operating expenses, total expenses to average net assets is 10.34%, 4.76%,
and 9.84%. |
|
(5) |
|
Annualized. |
Note 11. Related Party Transactions
On March 20, 2007, the Company issued 959,955 and 81,362 shares of common stock, priced at $15.00
per share, to GSC Group and certain individual employees of GSC Group, respectively, in exchange
for the general partnership interest and a limited partnership interest in GSC Partners CDO III GP,
LP, collectively valued at $15.6 million. Additionally, GSC Group assigned its rights to act as
collateral manager for GSC Partners CDO Fund III, Limited (CDO III) to the Company. The Company
paid GSC Group $0.1 million to acquire the rights to act as collateral manager and expected to
receive collateral management fees of $0.2 million. For the year ended February 29, 2008 we
received $0.4 million of management fee income from CDO III and received distributions of $16.1
million from our partnership interests resulting in a realized gain of $0.5 million. As of August
31, 2008, the fair value of the general partnership interest and limited partnership interest is
$0.2 million.
On January 10, 2008, GSC Group notified our Dividend Reinvestment Plan Administrator that it was
electing to receive dividends and other distributions in cash (rather than in additional shares of
common stock) with respect to all shares of stock held by it and the investment funds under its
control. For the year ended February 29, 2008, GSC Group received 35,911 of additional shares under
the dividend reinvestment plan. As of August 31, 2008, GSC Group and its affiliates own
approximately 12% of the outstanding common shares of the Company.
On January 22, 2008, we entered into a collateral management agreement with GSCIC CLO pursuant to
which we will act as collateral manager to it. In return for our collateral management services,
we are entitled to a senior collateral management fee of 0.10% and a subordinate collateral
management fee of 0.40% of the outstanding principal amount of GSCIC CLOs assets, to be paid
quarterly to the extent of available proceeds. We are also entitled to an incentive management fee
equal to 20% of excess cash flow to the extent the GSCIC CLO subordinated notes receive an internal
rate of return equal to or greater than 12%. We do not expect to
manage and purchase all of the equity in another CLO transaction in
the near future.
17
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements and
related notes and other financial information appearing elsewhere in this quarterly report. In
addition to historical information, the following discussion and other parts of this quarterly
report contain forward-looking information that involves risks and uncertainties. Our actual
results could differ materially from those anticipated by such forward-looking information due to
the factors discussed in Item 1A in our Annual Report on Form 10-K for the fiscal year ended
February 29, 2008 and Part II, Item IA of this Quarterly Report.
The forward-looking statements are based on our beliefs, assumptions and expectations of our
future performance, taking into account all information currently available to us. These beliefs,
assumptions and expectations can change as a result of many possible events or factors, not all of
which are known to us or are within our control. If a change occurs, our business, financial
condition, liquidity and results of operations may vary materially from those expressed in our
forward-looking statements.
The forward-looking statements contained in this quarterly report include statements as to:
|
|
|
our future operating results; |
|
|
|
|
our business prospects and the prospects of our portfolio companies; |
|
|
|
|
the impact of investments that we expect to make; |
|
|
|
|
our contractual arrangements and relationships with third parties; |
|
|
|
|
the dependence of our future success on the general economy and its impact on the
industries in which we invest; |
|
|
|
|
the ability of our portfolio companies to achieve their objectives; |
|
|
|
|
our expected financings and investments; |
|
|
|
|
our regulatory structure and tax treatment, including our ability to operate as a
business development company and a regulated investment company; |
|
|
|
|
the adequacy of our cash resources and working capital; |
|
|
|
|
the timing of cash flows, if any, from the operations of our portfolio companies; |
|
|
|
|
the ability of our investment adviser to locate suitable investments for us and to
monitor and effectively administer our investments; and |
|
|
|
|
continued access to our Revolving Facility. |
You should not place undue reliance on these forward-looking statements. The forward-looking
statements made in this quarterly report relate only to events as of the date on which the
statements are made. We undertake no obligation to update any forward-looking statement to reflect
events or circumstances occurring after the date of this quarterly report.
Overview
GSC Investment Corp. is a Maryland corporation that has elected to be treated as a business
development company (BDC) under the Investment Company Act of 1940 (the 1940 Act). Our
investment objectives are to generate current income and capital appreciation through debt and
equity investments by primarily investing in middle market companies and select high yield bonds.
We intend to file an election to be treated as a regulated investment company (RIC) under
subchapter M of the Internal Revenue Code commencing with our first taxable year as a corporation.
We commenced operations on March 23, 2007, and completed our initial public offering (IPO) on
March 28, 2007. We are externally managed and advised by our investment adviser, GSCP (NJ), L.P.
We used the net proceeds of our IPO to purchase approximately $100.7 million in aggregate
principal amount of debt investments from GSC Partners CDO Fund III, Limited (CDO Fund III), a
collateralized loan obligation (CLO) fund managed by our investment adviser. We used borrowings
under our credit facilities to purchase approximately $115.1 million in aggregate principal amount
of debt investments in April and May 2007 from CDO Fund III and GSC Partners CDO Fund Limited (CDO
Fund I), a collateralized debt obligation fund managed by our investment adviser. As of
August 31, 2008, our portfolio consisted of $153.8 million
of investments in 37 portfolio
companies and 2 CLOs.
Our portfolio is comprised primarily of investments in leveraged loans (comprised of both
first and second lien term loans) issued by middle market companies and high yield bonds. We seek
to create a diversified portfolio by investing up to 5% of our total assets in each investment,
although the investment sizes may be more or less than the targeted range. These investments are
sourced in both the primary and secondary markets through a network of relationships with
commercial and investment banks, commercial finance companies and financial sponsors. The leveraged
loans and high yield bonds that we purchase are generally used to finance buyouts, acquisitions,
growth, recapitalizations and other types of transactions. Leveraged loans are generally senior
debt instruments that rank ahead of subordinated debt of
18
the portfolio company. Leveraged loans also have the benefit of security interests on the assets of
the portfolio company, which may rank ahead of, or be junior to, other security interests. High
yield bonds are typically subordinated to leveraged loans and generally unsecured, though a
substantial amount of the high yield bonds that we currently own are secured. Substantially all of
the debt investments held in our portfolio hold a non-investment grade rating by Moodys Investors
Service (Moodys) and/or Standard & Poors or, if not rated, would be rated below investment
grade if rated. High yield bonds rated below investment grade are commonly referred to as junk
bonds. As part of our long term strategy, we also anticipate purchasing mezzanine debt and making
equity investments in middle market companies. Mezzanine debt is typically unsecured and
subordinated to senior debt of the portfolio company. For purposes of this quarterly report, we
generally use the term middle market to refer to companies with annual EBITDA of between $5
million and $50 million. EBITDA represents earnings before net interest expense, income taxes,
depreciation and amortization.
While our primary focus is to generate current income and capital appreciation through
investments in debt and equity securities of middle market companies and high yield bonds, we
intend to invest up to 30% of our total assets in opportunistic investments. Opportunistic
investments may include investments in distressed debt, debt and equity securities of public
companies, credit default swaps, emerging market debt, and structured
finance vehicles, including CLOs. As part of this 30%, we may also invest in debt of
middle market companies located outside the U.S. Given our primary investment focus on first and
second lien term loans issued by middle market companies and high yield bonds, we believe our
opportunistic investments will allow us to supplement our core investments with other investments
that are within our investment advisers expertise that we believe offer attractive yields and/or
the potential for capital appreciation. As of August 31, 2008, our investment in the subordinated
notes of GSC Investment Corp. CLO 2007, Ltd. (GSCIC CLO), a CLO we manage, constitutes 15.2% of
our total assets. We do not expect to manage and purchase all of the equity in another CLO
transaction in the near future. We may, however, invest in CLO securities issued by other
investment managers.
As a BDC, we are required to comply with certain regulatory requirements. For instance, we
have to invest at least 70% of our total assets in qualifying assets, including securities of
private U.S. operating companies, public U.S. companies whose securities are not listed on a
national securities exchange registered under the Exchange Act (i.e., New York Stock Exchange,
American Stock Exchange and The NASDAQ Global Market), U.S. companies whose securities are listed
on a securities exchange that have market capitalizations of less than $250 million, cash, cash
equivalents, U.S. government securities and high-quality debt investments that mature in one year
or less. In addition, we are only allowed to borrow money such that our asset coverage, which, as
defined in the 1940 Act, measures the ratio of total assets less total liabilities (excluding
borrowings) to total borrowings, equals at least 200% after such borrowing, with certain limited
exceptions. The amount of our borrowing will depend on our investment advisers assessment of
market conditions and other factors.
Revenues
We generate revenue in the form of interest income and capital gains on the debt investments
that we hold and capital gains, if any, on equity interests that we may acquire. We expect our debt investments, whether in the form of first and second lien term loans,
mezzanine debt or high yield bonds, to have terms of up to ten years, and to bear interest at
either a fixed or floating rate. Interest on debt will be payable generally either quarterly or
semi-annually. In some cases our debt investments may provide for a portion of the interest to be
paid-in-kind (PIK). To the extent interest is paid-in-kind, it will be payable through the
increase of the principal amount of the obligation by the amount of interest due on the
then-outstanding aggregate principal amount of such obligation. The principal amount of the debt
and any accrued but unpaid interest will generally become due at the maturity date. In addition, we
may generate revenue in the form of commitment, origination, structuring or diligence fees, fees
for providing managerial assistance or investment management
services and possibly consulting fees. Any such fees will be generated
in connection with our investments and recognized as earned. We may
also invest in preferred equity securities that pay dividends on a current
basis.
Pursuant to an agreement with our investment adviser entered into on October 17, 2006, prior
to becoming a BDC, we acquired the right to act as investment adviser to CDO Fund III and collect
the management fees related thereto from March 20, 2007 until the liquidation of the CDO Fund III
assets. We paid our investment adviser a fair market price of $0.1 million for the right to act as
investment advisor to CDO Fund III.
On January 22, 2008, we entered into a collateral management agreement with GSCIC CLO pursuant
to which we act as its collateral manager and receive a senior collateral management fee of 0.10%
and a subordinate collateral management fee of 0.40% of the outstanding principal amount of GSCIC
CLOs assets, paid quarterly to the extent of available proceeds. We are also entitled to an
incentive management fee equal to 20% of excess cash flow to the extent the GSCIC CLO subordinated
notes receive an internal rate of return equal to or greater than 12%.
We recognize interest income on our investment in the subordinated notes of GSCIC CLO using
the effective interest method, based on the anticipated yield and the estimated cash flows over the
projected life of the investment. Yields are revised when there are changes in actual or estimated
cash flows due to changes in prepayments and/or re-investments, credit losses or asset pricing.
Changes in estimated yield are recognized as an adjustment to the estimated yield over the
remaining life of the investment from the date the estimated yield was changed.
Expenses
Our primary operating expenses include the payment of investment advisory and management fees,
professional fees, directors and officers insurance, fees paid to independent directors and
administrator expenses, including our allocable portion of our administrators overhead. Our
allocable portion is based on the ratio of our total assets to the total assets administered by our
administrator. Our investment advisory and management fees compensate our investment adviser for
its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear
all other costs and expenses of our operations and transactions, including those relating to:
19
|
|
|
organization; |
|
|
|
|
calculating our net asset value (including the costs and expenses of any independent
valuation firm); |
|
|
|
|
expenses incurred by our investment adviser payable to third parties, including agents,
consultants or other advisers, in monitoring our financial and legal affairs and in
monitoring our investments and performing due diligence on our prospective portfolio
companies; |
|
|
|
|
interest payable on debt, if any, incurred to finance our investments; |
|
|
|
|
offerings of our common stock and other securities; |
|
|
|
|
investment advisory and management fees; |
|
|
|
|
administration fees; |
|
|
|
|
fees payable to third parties, including agents, consultants or other advisers,
relating to, or associated with, evaluating and making investments; |
|
|
|
|
transfer agent and custodial fees; |
|
|
|
|
registration and listing fees; |
|
|
|
|
taxes; |
|
|
|
|
independent directors fees and expenses; |
|
|
|
|
costs of preparing and filing reports or other documents with the SEC; |
|
|
|
|
the costs of any reports; |
|
|
|
|
proxy statements or other notices to stockholders, including printing costs; |
|
|
|
|
to the extent we are covered by any joint insurance policies, our allocable portion of
the insurance premiums for such joint policies; |
|
|
|
|
direct costs and expenses of administration, including auditor and legal costs; and |
|
|
|
|
all other expenses incurred by us or our administrator in connection with administering
our business. |
The amount payable to GSC Group as administrator under the administration agreement is capped
to the effect that such amount, together with our other operating expenses, does not exceed an
amount equal to 1.5% per annum of our net assets attributable to common stock. In addition, during
the initial two year term of the administration agreement, GSC Group
has waived our
reimbursement obligation under the administration agreement until our total assets exceed
$500 million.
Pursuant to the investment advisory and management agreement, we pay GSC Group as investment
adviser a quarterly base management fee of 1.75% of the average value of our total assets (other
than cash or cash equivalents but including assets purchased with borrowed funds) at the end of the
two most recently completed fiscal quarters, and appropriately adjusted for any share issuances or
repurchases during the applicable fiscal quarter, and an incentive fee.
The incentive fee has two parts:
|
|
|
A fee, payable quarterly in arrears, equal to 20% of our pre-incentive fee net
investment income, expressed as a rate of return on the value of the net assets at the end
of the immediately preceding quarter, that exceeds a 1.875% quarterly (7.5% annualized)
hurdle rate measured as of the end of each fiscal quarter. Under this provision, in any
fiscal quarter, our investment adviser receives no incentive fee unless our pre-incentive
fee net investment income exceeds the hurdle rate of 1.875%. Amounts received as a return
of capital are not included in calculating this portion of the incentive fee. Since the
hurdle rate is based on net assets, a return of less than the hurdle rate on total assets
may still result in an incentive fee. |
|
|
|
|
A fee, payable at the end of each fiscal year, equal to 20% of our net realized capital
gains, if any, computed net of all realized capital losses and unrealized capital
depreciation, in each case on a cumulative basis, less the aggregate amount of capital
gains incentive fees paid to the investment adviser through such date. |
We will defer cash payment of any incentive fee otherwise earned by our investment adviser if,
during the most recent four full fiscal quarter period ending on or prior to the date such payment
is to be made, the sum of (a) our aggregate distributions to our stockholders and (b) our change in
net assets (defined as total assets less liabilities) (before taking into account any incentive
fees payable during that period) is less than 7.5% of our net assets at the beginning of such
period. These calculations will be appropriately pro rated for the first three fiscal quarters of
operation and adjusted for any share issuances or repurchases during the applicable period. Such
incentive fee will become payable on the next date on which such test has been satisfied for the
most recent four full fiscal quarters. We commenced deferring cash payment of incentive fees
during the quarterly period ending August 31, 2007, and have continued to defer such payments
through the current quarterly period; we have recorded a payable in respect of such deferred fees
in the amount of $1.3 million as of August 31, 2008.
To the extent that any of our leveraged loans are denominated in a currency other than U.S.
dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in
currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging
activities, which will be subject to compliance with applicable legal requirements, may include the
use of interest rate caps, futures, options and forward contracts. Costs incurred in entering into
or settling such contracts will be borne by us.
20
From the commencement of operations until March 23, 2008, GSC Group reimbursed us for
operating expenses to the extent that our total annual operating expenses (other than investment
advisory and management fees and interest and credit facility expenses) exceeded an amount equal to
1.55% of our net assets attributable to common stock.
Portfolio and Investment Activity
Corporate Debt Portfolio Overview(1)
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
At February 29, 2008 |
|
|
($ in millions) |
Number of investments |
|
|
44 |
|
|
|
43 |
|
Number of portfolio companies |
|
|
37 |
|
|
|
36 |
|
Average investment size |
|
|
$2.9 |
|
|
|
$3.3 |
|
Weighted average maturity |
|
3.8 years |
|
3.8 years |
Number of industries |
|
|
23 |
|
|
|
23 |
|
Average investment per portfolio company |
|
|
$3.5 |
|
|
|
$4.0 |
|
Non-Performing or delinquent investments |
|
|
1 |
|
|
|
|
|
Fixed rate debt (% of interest bearing portfolio) |
|
|
$53.7 (42.0%) |
|
|
|
$57.0 (39.6%) |
|
Weighted average current coupon |
|
|
11.6% |
|
|
|
11.6% |
|
Floating rate debt (% of interest bearing portfolio) |
|
|
$74.1 (58.0%) |
|
|
|
$86.8 (60.4%) |
|
Weighted average current spread over LIBOR |
|
|
5.7% |
|
|
|
5.6% |
|
|
|
|
(1) |
|
Excludes our investment in the subordinated notes of GSCIC CLO and GSC Partners CDO GP III, LP. |
One of our portfolio companies, Atlantis Plastics, filed for bankruptcy on August 10, 2008 and
our debt investment in such company is being accounted for on a non-accrual basis. At August 31,
2008, we valued our investment in $6.5 million in aggregate principal amount in the Atlantis
Plastics first lien term loan at $3.5 million.
During the three months ended August 31, 2008, we made 4 investments in an aggregate amount of
$9.2 million consisting of $6.4 million in new portfolio companies and $2.8 million to existing
portfolio companies. Also during the three months ended August 31, 2008, we had $6.0 million in
aggregate amount of exits and repayments, resulting in net investments of $3.2 million in aggregate
amount for the period.
For the equivalent period in 2007, which was our second quarter of operations and during which
we were ramping our portfolio using the proceeds of our IPO and credit facilities, we made 25
investments in an aggregate amount of $40.2 million consisting of $25.5 million to new portfolio
companies and $14.7 million to existing portfolio companies. During such period, we also had
$47.8 million in aggregate amount of exits and repayments resulting in net repayments of
$7.6 million in aggregate amount for the period.
Our portfolio composition at August 31, 2008 and February 29, 2008 was as follows:
Portfolio composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
At February 29, 2008 |
|
|
Percentage of |
|
Weighted Average |
|
Percentage of |
|
Weighted Average |
|
|
Total Portfolio |
|
Current Yield |
|
Total Portfolio |
|
Current Yield |
First lien term loans |
|
|
17.2 |
% |
|
|
7.8 |
% |
|
|
15.3 |
% |
|
|
8.1 |
% |
Second lien term loans |
|
|
32.3 |
|
|
|
9.9 |
|
|
|
36.1 |
|
|
|
10.8 |
|
Senior secured notes |
|
|
19.8 |
|
|
|
11.6 |
|
|
|
18.3 |
|
|
|
11.5 |
|
Unsecured notes |
|
|
13.7 |
|
|
|
12.2 |
|
|
|
13.5 |
|
|
|
12.2 |
|
GSCIC CLO subordinated notes |
|
|
16.7 |
|
|
|
20.2 |
|
|
|
16.7 |
|
|
|
8.4 |
|
Equity/limited partnership interests |
|
|
0.3 |
|
|
|
N/A |
|
|
|
0.1 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
11.9 |
% |
|
|
100.0 |
% |
|
|
10.3 |
% |
|
|
|
|
|
|
|
|
|
Our investment in the subordinated notes of GSCIC CLO represents a first loss position in a
portfolio that, at August 31, 2008, was composed of $417.9 million in aggregate principal amount of
predominantly senior secured first lien term loans. This investment is subject to unique risks.
(See Part I, Item 1A Risk FactorsRisks related to our investmentsOur investment in GSCIC CLO
constitutes a leveraged investment in a portfolio of predominantly senior secured first lien term
loans and is subject to additional risks and volatility of our Annual Report on Form 10-K for the
fiscal year ended February 29, 2008) and we do not consolidate the GSCIC portfolio on our financial
statements. Accordingly, the metrics below do not include the underlying GSCIC CLO portfolio
investments. However, at August 31, 2008, no GSCIC CLO portfolio investment was in payment default
or delinquent on any payment obligations and over 92% of the GSCIC portfolio investments had a CMR
numerical debt score of less than 2.99 and a corporate letter rating of A or B.
GSC Group normally grades all of our investments using an internally developed credit and
monitoring rating system (CMR). The CMR rating consists of two components: (i) a numerical debt
score and (ii) a corporate letter rating. The numerical debt score is based on the objective
evaluation of six risk categories: (i) leverage; (ii) seniority in the capital structure;
(iii) fixed charge coverage ratio; (iv) debt service
21
coverage/liquidity; (v) operating performance; and (vi) business/industry risk. The numerical debt
score ranges from 1.00 to 5.00, which can generally be characterized as follows:
|
|
|
1.00-2.00 represents investments that hold senior positions in the capital structure
and, typically, have low financial leverage and/or strong historical operating
performance; |
|
|
|
|
2.00-3.00 represents investments that hold relatively senior positions in the capital
structure, either senior secured, senior unsecured, or senior subordinate, and have
moderate financial leverage and/or are performing at or above expectations; |
|
|
|
|
3.00-4.00 represents investments that are junior in the capital structure, have
moderate financial leverage and/or are performing at or below expectations; and |
|
|
|
|
4.00-5.00 represents investments that are highly leveraged and/or have poor operating
performance. |
The numerical debt score is designed to produce higher scores for debt positions that are more
subordinate in the capital structure. Therefore, second lien term loans, high-yield bonds and
mezzanine debt will generally be assigned scores of 2.25 or higher.
The CMR also consists of a corporate letter rating whereby each credit is assigned a letter
rating based on several subjective criteria, including perceived financial and operating strength
and covenant compliance. The corporate letter ratings range from (A) through (F) and are
characterized as follows: (A) equals strong credit; (B) equals satisfactory credit; (C) equals
special attention credit; (D) equals payment default risk; (E) equals payment default; and
(F) equals restructured equity security.
The CMR distribution of our investments at August 31, 2008 and February 29, 2008 were as
follows:
Portfolio CMR distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
|
At February 29, 2008 |
|
|
|
Investments at |
|
|
Percentage of |
|
|
Investments at |
|
|
Percentage of |
|
Numerical Debt Score |
|
Fair Value |
|
|
Total Portfolio |
|
|
Fair Value |
|
|
Total Portfolio |
|
|
|
($ in thousands) |
|
1.00 - 1.99 |
|
$ |
7,707 |
|
|
|
5.0 |
% |
|
$ |
11,863 |
|
|
|
6.9 |
% |
2.00 - 2.99 |
|
|
62,953 |
|
|
|
40.9 |
|
|
|
87,423 |
|
|
|
50.6 |
|
3.00 - 3.99 |
|
|
51,400 |
|
|
|
33.4 |
|
|
|
44,459 |
|
|
|
25.7 |
|
4.00 - 4.99 |
|
|
5,798 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
5.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A(1) |
|
|
25,916 |
|
|
|
16.9 |
|
|
|
29,092 |
|
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
153,774 |
|
|
|
100.0 |
% |
|
$ |
172,837 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
|
At February 29, 2008 |
|
|
|
Investments at |
|
|
Percentage of |
|
|
Investments at |
|
|
Percentage of |
|
Corporate Letter Rating |
|
Fair Value |
|
|
Total Portfolio |
|
|
Fair Value |
|
|
Total Portfolio |
|
|
|
($ in thousands) |
|
A |
|
$ |
4,875 |
|
|
|
3.1 |
% |
|
$ |
0 |
|
|
|
0.0 |
% |
B |
|
|
88,717 |
|
|
|
57.7 |
|
|
|
112,019 |
|
|
|
64.8 |
|
C |
|
|
30,765 |
|
|
|
20.0 |
|
|
|
31,726 |
|
|
|
18.4 |
|
D |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E |
|
|
3,501 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A(1) |
|
|
25,916 |
|
|
|
16.9 |
|
|
|
29,092 |
|
|
|
16.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
153,774 |
|
|
|
100.0 |
% |
|
$ |
172,837 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Predominantly comprised of our investment in the subordinated notes of GSCIC CLO. |
The following table shows the portfolio composition by industry grouping at fair value at
August 31, 2008 and February 29, 2008.
Portfolio composition by industry grouping at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
|
At February 29, 2008 |
|
|
|
Investments at |
|
|
Percentage of |
|
|
Investments at |
|
|
Percentage of |
|
|
|
Fair Value |
|
|
Total Portfolio |
|
|
Fair Value |
|
|
Total Portfolio |
|
|
|
($ in thousands) |
|
Structured Finance Securities(1) |
|
$ |
25,739 |
|
|
|
16.7 |
% |
|
$ |
28,915 |
|
|
|
16.7 |
% |
Manufacturing |
|
|
17,534 |
|
|
|
11.4 |
|
|
|
15,030 |
|
|
|
8.7 |
|
Packaging |
|
|
13,526 |
|
|
|
8.8 |
|
|
|
16,370 |
|
|
|
9.5 |
|
Publishing |
|
|
10,712 |
|
|
|
7.0 |
|
|
|
9,289 |
|
|
|
5.4 |
|
Consumer Products |
|
|
8,919 |
|
|
|
5.8 |
|
|
|
10,021 |
|
|
|
5.8 |
|
Oil and Gas |
|
|
8,694 |
|
|
|
5.7 |
|
|
|
7,738 |
|
|
|
4.5 |
|
Electronics |
|
|
7,912 |
|
|
|
5.1 |
|
|
|
6,377 |
|
|
|
3.7 |
|
Metals |
|
|
7,466 |
|
|
|
4.9 |
|
|
|
5,129 |
|
|
|
3.0 |
|
Natural Resources |
|
|
7,156 |
|
|
|
4.7 |
|
|
|
4,167 |
|
|
|
2.4 |
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
|
At February 29, 2008 |
|
|
|
Investments at |
|
|
Percentage of |
|
|
Investments at |
|
|
Percentage of |
|
|
|
Fair Value |
|
|
Total Portfolio |
|
|
Fair Value |
|
|
Total Portfolio |
|
Apparel |
|
|
6,831 |
|
|
|
4.4 |
|
|
|
8,004 |
|
|
|
4.6 |
|
Healthcare Services |
|
|
6,718 |
|
|
|
4.4 |
|
|
|
6,040 |
|
|
|
3.5 |
|
Homebuilding |
|
|
5,798 |
|
|
|
3.8 |
|
|
|
5,912 |
|
|
|
3.4 |
|
Environmental |
|
|
4,774 |
|
|
|
3.1 |
|
|
|
5,066 |
|
|
|
2.9 |
|
Agriculture |
|
|
4,742 |
|
|
|
3.1 |
|
|
|
3,850 |
|
|
|
2.2 |
|
Financial Services |
|
|
3,836 |
|
|
|
2.5 |
|
|
|
3,815 |
|
|
|
2.2 |
|
Logistics |
|
|
2,467 |
|
|
|
1.6 |
|
|
|
2,688 |
|
|
|
1.6 |
|
Building Products |
|
|
1,907 |
|
|
|
1.2 |
|
|
|
2,964 |
|
|
|
1.7 |
|
Insurance |
|
|
1,872 |
|
|
|
1.2 |
|
|
|
1,700 |
|
|
|
1.0 |
|
Food and Beverage |
|
|
1,779 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
Chemicals |
|
|
1,670 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
Printing |
|
|
1,597 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
Software |
|
|
960 |
|
|
|
0.6 |
|
|
|
|
|
|
|
|
|
Education |
|
|
805 |
|
|
|
0.5 |
|
|
|
1,546 |
|
|
|
0.9 |
|
Consumer Services |
|
|
360 |
|
|
|
0.2 |
|
|
|
1,290 |
|
|
|
0.7 |
|
Automotive |
|
|
|
|
|
|
|
|
|
|
22,158 |
|
|
|
12.8 |
|
Retail |
|
|
|
|
|
|
|
|
|
|
2,179 |
|
|
|
1.3 |
|
Gaming |
|
|
|
|
|
|
|
|
|
|
1,730 |
|
|
|
1.0 |
|
Restaurants |
|
|
|
|
|
|
|
|
|
|
859 |
|
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
153,774 |
|
|
|
100.0 |
% |
|
$ |
172,837 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Comprised of our investment in the subordinated notes of GSCIC CLO. |
The following table shows the portfolio composition by geographic location at fair value at
August 31, 2008 and February 29, 2008. The geographic composition is determined by the location of
the corporate headquarters of the portfolio company.
Portfolio composition by geographic location at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
|
At February 29, 2008 |
|
|
|
Investments at |
|
|
Percentage of |
|
|
Investments at |
|
|
Percentage of |
|
|
|
Fair Value |
|
|
Total Portfolio |
|
|
Fair Value |
|
|
Total Portfolio |
|
|
|
($ in thousands) |
|
Midwest |
|
$ |
37,993 |
|
|
|
24.7 |
% |
|
$ |
40,109 |
|
|
|
23.2 |
% |
Southeast |
|
|
32,406 |
|
|
|
21.1 |
|
|
|
33,685 |
|
|
|
19.5 |
|
Other(1) |
|
|
25,916 |
|
|
|
16.9 |
|
|
|
29,092 |
|
|
|
16.8 |
|
West |
|
|
25,105 |
|
|
|
16.3 |
|
|
|
24,450 |
|
|
|
14.2 |
|
Northeast |
|
|
16,619 |
|
|
|
10.8 |
|
|
|
11,395 |
|
|
|
6.6 |
|
International |
|
|
14,775 |
|
|
|
9.6 |
|
|
|
13,739 |
|
|
|
7.9 |
|
Mid-Atlantic |
|
|
960 |
|
|
|
0.6 |
|
|
|
20,367 |
|
|
|
11.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
153,774 |
|
|
|
100.0 |
% |
|
$ |
172,837 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Predominantly comprised of our investment in the subordinated notes of GSCIC CLO. |
Results of Operations
Investment Income
Total investment income was $11.5 million for the six months ended August 31, 2008 versus
$10.0 million for the six months ended August 31, 2007, an increase of $1.5 million, or 15.7%. The
increase is predominantly attributable to the Company being operational for only five months during
the six month period ending August 31, 2007.
Total investment income was $5.8 million for the three months ended August 31, 2008 versus
$5.9 million for the three months ended August 31, 2007, a decrease of less than 0.1 million, or
0.8%.
The composition of our investment income in each period was as follows:
Investment Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Three months ended |
|
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
|
($ in thousands) |
|
Interest from investments |
|
$ |
10,350 |
|
|
$ |
9,407 |
|
|
$ |
5,256 |
|
|
$ |
5,726 |
|
Management of GSCIC CLO |
|
|
1,012 |
|
|
|
|
|
|
|
489 |
|
|
|
|
|
Management of CDO III |
|
|
|
|
|
|
384 |
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Three months ended |
|
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
|
($ in thousands) |
|
Interest from cash and cash equivalents and other income |
|
|
185 |
|
|
|
193 |
|
|
|
90 |
|
|
|
156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
11,547 |
|
|
$ |
9,984 |
|
|
$ |
5,835 |
|
|
$ |
5,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended August 31, 2008, total PIK income was $0.2 million and
$0.5 million, respectively. For the equivalent periods in 2007, total PIK income was $0.1 million
and $0.1 million, respectively.
Operating Expenses
Total operating expenses before manager reimbursement were $5.5 million for the six months
ended August 31, 2008 versus $5.5 million for the six months ended August 31, 2007, an increase of
less than $0.1 million, or 0.04%. Total operating expenses before manager reimbursement were $2.6
million for the three months ended August 31, 2008 versus $3.0 million for the three months ended
August 31, 2007, a decrease of $0.4 million, or 13.2%. The composition of our operating expenses
in each period was as follows:
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
Three months ended |
|
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
August 31, 2008 |
|
|
August 31, 2007 |
|
|
|
($ in thousands) |
|
Interest and credit facility expense |
|
$ |
1,457 |
|
|
$ |
2,172 |
|
|
$ |
624 |
|
|
$ |
1,451 |
|
Base management fees |
|
|
1,454 |
|
|
|
1,279 |
|
|
|
706 |
|
|
|
918 |
|
Professional fees |
|
|
660 |
|
|
|
864 |
|
|
|
315 |
|
|
|
322 |
|
Incentive management fees |
|
|
747 |
|
|
|
341 |
|
|
|
407 |
|
|
|
(18 |
) |
Administrator expenses |
|
|
509 |
|
|
|
|
|
|
|
261 |
|
|
|
|
|
Insurance expenses |
|
|
345 |
|
|
|
275 |
|
|
|
177 |
|
|
|
157 |
|
Directors fees |
|
|
140 |
|
|
|
179 |
|
|
|
73 |
|
|
|
83 |
|
General and administrative expenses |
|
|
143 |
|
|
|
342 |
|
|
|
78 |
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,455 |
|
|
$ |
5,452 |
|
|
$ |
2,641 |
|
|
$ |
3,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in interest and credit facility expense for the three and six months ended August
31, 2008 versus the equivalent periods in fiscal year 2008 was due to decreased borrowing under the
Revolving Facility. The increase in Administrator expenses for the three and six months ended
August 31, 2008 versus the equivalent periods in fiscal year 2008 was due to a change in the
financial statement presentation of these expenses (gross versus
net). Administrator expenses are
fully offset by an expense waiver and reimbursement from GSC Group.
For the six months ended August 31, 2008, we recorded $0.6 million in expense waiver and
reimbursement from the administrator and Manager based upon our total estimated annual operating
expenses versus $0.6 million for the six months ended August 31, 2007. For the three months ended
August 31, 2008, we recorded $0.3 million in expense waiver and reimbursement from the
administrator and Manager based upon our total estimated annual operating expenses versus $0.3
million for the three months ended August 31, 2007. The termination of the expense reimbursement as
of March 23, 2008 (which does not affect the waiver of
Administrator expenses under the administration agreement) will have a negative effect on our net investment income during fiscal year 2009
versus the equivalent period for fiscal year 2008.
Net Realized Gains/Losses from Investments
For the six months ended August 31, 2008, the Company had $0.1 million of net realized losses
versus $1.4 million of net realized gains for the six months ended August 31, 2007. For the three
months ended August 31, 2008, the Company had $0.2 million of net realized gains versus $0.4
million of net realized gains for the three months ended August 31, 2007. The most significant
gains and losses for the six months ending August 31, 2008 were the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Realized |
|
Issuer |
|
Asset Type |
|
Gross Proceeds |
|
|
Cost |
|
|
Gain (Loss) |
|
|
|
|
|
|
|
|
($ in thousands) |
|
|
|
Key Safety Systems |
|
First Lien Term Loan |
|
$ |
2,063 |
|
|
$ |
1,857 |
|
|
$ |
206 |
|
SILLC Holdings, LLC |
|
Second Lien Term Loan |
|
|
23,049 |
|
|
|
22,878 |
|
|
|
171 |
|
CCM Merger, Inc. |
|
First Lien Term Loan |
|
|
1,758 |
|
|
|
1,670 |
|
|
|
88 |
|
Claires Stores, Inc. |
|
First Lien Term Loan |
|
|
2,105 |
|
|
|
2,586 |
|
|
|
(481 |
) |
Jason Incorporated |
|
Unsecured Notes |
|
|
1,581 |
|
|
|
1,700 |
|
|
|
(119 |
) |
Decrane Aircraft Holdings, Inc |
|
Second Lien Term Loan |
|
|
3,620 |
|
|
|
3,710 |
|
|
|
(90 |
) |
GFSI, Inc. |
|
Senior Secured Notes |
|
|
925 |
|
|
|
997 |
|
|
|
(72 |
) |
Net Unrealized Appreciation/Depreciation on Investments
For the six months ended August 31, 2008, the Companys investments had an increase in net
unrealized depreciation of $6.3 million versus an increase in net unrealized depreciation of $3.6
million for the six months ended August 31, 2007. For the three months ended August 31, 2008, the
Companys investments had an increase in net unrealized depreciation of $6.2 million versus an
increase in net unrealized
24
depreciation of $4.4 million for the three months ended August 31, 2007. The most significant
cumulative changes in unrealized appreciation and depreciation for the six months ended August 31,
2008, were the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Unrealized |
|
|
YTD Change in Unrealized |
|
Issuer |
|
Asset Type |
|
Cost |
|
|
Fair Value |
|
|
Depreciation |
|
|
Appreciation/(Depreciation) |
|
|
|
|
|
($ in thousands) |
|
SILLC Holdings |
|
Second Lien Term Loan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,582 |
(1) |
EuroFresh Inc. |
|
Unsecured Notes |
|
|
6,899 |
|
|
|
4,743 |
|
|
|
(2,156 |
) |
|
|
884 |
|
GSCIC CLO |
|
Other/Structured
Finance Securities |
|
|
30,000 |
|
|
|
25,739 |
|
|
|
(4,261 |
) |
|
|
(3,176 |
) |
Terphane Holdings Corp. |
|
Senior Secured Notes |
|
|
10,441 |
|
|
|
7,619 |
|
|
|
(2,822 |
) |
|
|
(1,948 |
) |
Targus Group International |
|
First/Second Lien Term Loan |
|
|
7,631 |
|
|
|
5,806 |
|
|
|
(1,825 |
) |
|
|
(854 |
) |
Network Communications |
|
Unsecured Notes |
|
|
5,089 |
|
|
|
3,597 |
|
|
|
(1,492 |
) |
|
|
(797 |
) |
Atlantis Plastics Films, Inc. |
|
First Lien Term Loan |
|
|
6,462 |
|
|
|
3,501 |
|
|
|
(2,961 |
) |
|
|
(768 |
) |
M/C Communications |
|
First Lien Term Loan |
|
|
1,560 |
|
|
|
805 |
|
|
|
(755 |
) |
|
|
(729 |
) |
Jason Incorporated |
|
Unsecured Notes |
|
|
13,700 |
|
|
|
12,659 |
|
|
|
(1,041 |
) |
|
|
(672 |
) |
|
|
|
(1) |
|
Reversal of previously recorded net unrealized depreciation. |
The $3.2 million net unrealized depreciation in our investment in the GSCIC subordinated notes
was due to an increase in the assumed portfolio default rate and present value discount rate in our
discounted cash flow model. These changes were made in accordance with current market practice for
CLO equity investments and not as a result of any change in the underlying GSCIC portfolio.
Certain other of our portfolio investments realized significant unrealized depreciation as a result
of distressed sales by third parties in illiquid markets. Such forced sales, even when they occur
for reasons entirely unrelated to the underlying investment, can have a disproportionate effect on
the fair value of an illiquid portfolio investment. Other portfolio investments incurred material unrealized
depreciation as a result of market-wide increases in interest yield. We believe that such
market-wide movements are not necessarily indicative of any changes in the condition or prospects
of the affected portfolio investments.
Net Unrealized Appreciation/Depreciation on Derivatives
For the six months ended August 31, 2008, changes in the value of the interest rate caps
purchased pursuant to the credit facilities resulted in an unrealized depreciation of $0.03 million
versus an unrealized depreciation of $0.04 million for the six months ended August 31, 2007. For
the three months ended August 31, 2008, changes in the value of the interest rate caps resulted in
an unrealized depreciation of $0.02 million versus an unrealized appreciation of $0.01 million for
the three months ended August 31, 2007.
Changes in Net Asset Value from Operations
For the six months ended August 31, 2008, we recorded a net increase in net assets resulting
from operations of $0.2 million versus a net increase in net assets resulting from operations of
$2.9 million for the six months ended August 31, 2007. The difference is attributable to the
increased unrealized depreciation in our portfolio between the two periods, which outweighed the
increase in total investment income between the two periods. Based on 8,291,384 weighted average
common shares outstanding as of August 31, 2008, our per share net increase in net assets resulting
from operations was $0.03 for the six months ended August 31, 2008 versus a per share net increase
resulting from operations of $0.37 for the six months ended August 31, 2007 (based on 7,938,438
weighted average common shares outstanding as of August 31, 2007).
For the three months ended August 31, 2008, we recorded a net decrease in net assets resulting
from operations of $2.6 million versus a net decrease in net assets resulting from operations of
$0.8 million for the three months ended August 31, 2007. The difference is attributable to the
increased unrealized depreciation in our portfolio between the two
periods, which outweighed the
decrease in total expenses net of expense waiver and reimbursement between the two periods. Based
on 8,291,384 weighted average common shares outstanding as of
August 31, 2007 and August 31, 2008, our per share net
decrease in net assets resulting from operations was $0.31 for the three months ended August 31,
2008 versus a per share net decrease of $0.09 for the three months ended August 31, 2007.
Financial
condition, liquidity and capital resources
The Companys liquidity and capital resources have been generated primarily from the net
proceeds of its IPO, advances from the Revolving Facility, as well as cash flows
from operations. On March 28, 2007, we completed our IPO and issued 7,250,000 common shares and
received net proceeds of $100.7 million.
On April 11, 2007, we entered into a revolving securitized credit facility (the Revolving
Facility) pursuant to which we may borrow up to $100 million. The revolving period of the
Revolving Facility terminates on April 5, 2010, after which the Revolving Facility will enter into
a two year amortization period during which all principal proceeds from the collateral will be used
to repay outstanding borrowings. At the end of the two year amortization period, all advances will
be due and payable.
Advances under the Revolving Facility were initially used to purchase $55.8 million in
aggregate principal amount of debt investments from CDO Fund III. Future advances under the
Revolving Facility may be used to purchase additional investments as they become available. A
25
significant percentage of our total assets have been pledged under the Revolving Facility to secure
our obligations thereunder. Under the Revolving Facility, funds are borrowed from or through
certain lenders at prevailing commercial paper rates or, if the commercial paper market is at any
time unavailable, at prevailing LIBOR rates, plus 0.70%, payable monthly.
At February 29, 2008, we had $78.5 million in borrowings under the Revolving Facility and
$21.5 million of undrawn commitments remaining. At August 31, 2008, we had $66.3 million in
borrowings under the Revolving Facility and $33.7 million of undrawn commitments remaining. The
actual amount we may borrow at any given time (the Borrowing Base) is dependent upon the amount
and quality of the collateral securing the Revolving Facility. At any given time, the incremental
borrowing capacity available to us, which is the amount by which the Borrowing Base exceeds the
outstanding borrowings at such time, may be significantly less than the amount of undrawn
commitments. Our Borrowing Base was $67.8 million at
August 31, 2008 versus $83.6 million at
February 29, 2008. The decline in our Borrowing Base during this period is mainly attributable to
the decline in the value of the pledged collateral and the downgrade of certain public ratings or
private credit estimates of the pledged collateral.
For purposes of determining the Borrowing Base, most assets are assigned the values set forth
in our most recent quarterly report filed with the SEC. Accordingly, the August 31, 2008 Borrowing
Base relies upon the valuations set forth in the quarterly report for the quarter ending May 31,
2008. The valuations presented in this quarterly report will not be incorporated into the Borrowing
Base until after this report is filed with the SEC. If the August 31, 2008 valuations were used to
calculate the Borrowing Base at August 31, 2008, the collateral
balance would have been $116.3
million versus $117.8 million when using the May 31, 2008
valuations. At August 31, 2008, the Company
had $1.6 million of unrestricted cash and cash equivalents that could be pledged under the
Revolving Facility to increase the Borrowing Base or to repay outstanding borrowings. In addition,
in October 2008, we sold $7.0 million in aggregate principal
amount of EuroFresh Inc. unsecured notes that had a collateral value
for purposes of the Borrowing Base of $0.7 million and a fair value
at August 31, 2008 of $4.7 million for $2.9 million in cash which
will be used to either increase the Borrowing Base or repay
outstanding borrowings. The sale of the Eurofresh Inc. unsecured
notes will result in a realized loss of $4.0 million and a reversal
of $2.2 million unrealized depreciation on our November 30, 2008
financial statements.
A
Borrowing Base violation will occur if our outstanding borrowings exceeds the Borrowing Base
at any time. We can cure a Borrowing Base violation by reducing our borrowing below the Borrowing
Base (by, e.g., selling collateral and repaying borrowings) or pledging additional collateral to
increase the Borrowing Base. If we fail to cure a Borrowing Base violation within the specified
time, a default under the Revolving Facility shall occur. Please see Part II, Item 1A. Risk
Factors-Ratings downgrades in our portfolio could require us to liquidate assets or face a default
under the Revolving Facility below for more information and risks related to the Revolving
Facility.
Among
the requirements of the Revolving Facility is that our tangible net worth equals or
exceeds $88 million. At August 31, 2008, our tangible net worth was $91.6 million versus
$97.9 million at February 29, 2008. The decline in our net worth during this period was due to the
increase in unrealized depreciation in the value of our portfolio. If we fail to satisfy the
tangible net worth test at any time, the undrawn commitments under the Revolving Facility will be
reduced to zero and the Revolving Facility will enter its two year amortization period.
Our asset coverage ratio, as defined in the 1940 Act, was 238% at August 31, 2008 versus 225%
at February 29, 2008.
As of August 31, 2008 and February 29, 2008, the fair value of investments, cash and cash
equivalents and cash and cash equivalents, securitization accounts was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At August 31, 2008 |
|
|
At February 29, 2008 |
|
|
|
Fair |
|
|
Percent |
|
|
Fair |
|
|
Percent |
|
|
|
Value |
|
|
of Total |
|
|
Value |
|
|
of Total |
|
|
|
($ in thousands) |
|
Cash and cash equivalents |
|
$ |
4,859 |
|
|
|
2.9 |
% |
|
$ |
1,073 |
|
|
|
0.6 |
% |
Cash and cash equivalents, securitization accounts |
|
|
6,264 |
|
|
|
3.8 |
|
|
|
14,581 |
|
|
|
7.7 |
|
First lien term loans |
|
|
26,516 |
|
|
|
16.1 |
|
|
|
26,362 |
|
|
|
14.0 |
|
Second lien term loans |
|
|
49,671 |
|
|
|
30.1 |
|
|
|
62,446 |
|
|
|
33.1 |
|
Senior secured notes |
|
|
30,430 |
|
|
|
18.5 |
|
|
|
31,657 |
|
|
|
16.8 |
|
Unsecured notes |
|
|
20,998 |
|
|
|
12.7 |
|
|
|
23,280 |
|
|
|
12.4 |
|
Other/structured finance securities |
|
|
25,739 |
|
|
|
15.6 |
|
|
|
28,915 |
|
|
|
15.3 |
|
Equity/limited partnership interests |
|
|
420 |
|
|
|
0.3 |
|
|
|
176 |
|
|
|
0.1 |
|
|
|
|
|
Total |
|
$ |
164,897 |
|
|
|
100.0 |
% |
|
$ |
188,490 |
|
|
|
100.0 |
% |
|
|
|
|
On August 19, 2008, our Board of Directors declared a dividend of $0.39 per share payable on
September 15, 2008, to common stockholders of record on August 29, 2008.
Off-Balance
Sheet Arrangements
At August 31, 2008 and February 29, 2008, we did not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
26
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Our business activities contain elements of market risk. We consider our principal market
risks to be fluctuations in interest rates and the inherent difficulty of determining the fair
value of our investments that do not have a readily available market value. Managing these risks is
essential to our business. Accordingly, we have systems and procedures designed to identify and
analyze our risks, to establish appropriate policies and thresholds and to continually monitor
these risks and thresholds by means of administrative and information technology systems and other
policies and processes.
Interest
Rate Risk
Interest rate risk is defined as the sensitivity of our current and future earnings to
interest rate volatility, including relative changes in different interest rates, variability of
spread relationships, the difference in re-pricing intervals between our assets and liabilities and
the effect that interest rates may have on our cash flows. Changes in the general level of interest
rates can affect our net interest income, which is the difference between the interest income
earned on interest earning assets and our interest expense incurred in connection with our interest
bearing debt and liabilities. Changes in interest rates can also affect, among other things, our
ability to acquire leveraged loans, high yield bonds and other debt investments and the value of
our investment portfolio.
Our investment income is affected by fluctuations in various interest rates, including LIBOR
and the prime rate. A large portion of our portfolio is, and we
expect will continue to be, comprised of
floating rate investments that utilize LIBOR. Our interest expense is affected by fluctuations in
the commercial paper rate or, if the commercial paper market is unavailable, LIBOR. As of August
31, 2008, we had $66.3 million of borrowings outstanding at a floating rate tied to the prevailing
commercial paper rate plus a margin of 0.70%.
In April and May 2007, pursuant to the Revolving Facility, the Company entered into two
interest rate cap agreements with notional amounts of $34 million (increased to $40 million in May
2007) and $60.9 million. These agreements provide for a payment to the Company in the event LIBOR
exceeds 8%, mitigating our exposure to increases in LIBOR. At August 31, 2008, the aggregate
interest rate cap agreement notional amount was $79.1 million.
We have analyzed the potential impact of changes in interest rates on interest income from
investments net of interest expense on the Revolving Facility. Assuming that our investments as of
August 31, 2008 were to remain constant for a full fiscal year and no actions were taken to alter
the existing interest rate terms, a hypothetical change of 1% in interest rates would cause a
corresponding change of approximately $0.2 million to our interest income net of interest expense.
Although management believes that this measure is indicative of our sensitivity to interest
rate changes, it does not adjust for potential changes in credit quality, size and composition of
the assets on the balance sheet and other business developments that could magnify or diminish our
sensitivity to interest rate changes, nor does it account for divergences in LIBOR and the
commercial paper rate, which have historically moved in tandem but, in times of unusual credit
dislocations, have experienced periods of divergence. Accordingly, no assurances can be given that
actual results would not materially differ from the potential outcome simulated by this estimate.
Portfolio
Valuation
We carry our investments at fair value, as determined in good faith by our Board of Directors.
Investments for which market quotations are readily available are valued at such market quotations.
We value investments for which market quotations are not readily available at fair value as
determined in good faith by our board under our valuation policy and a consistently applied
valuation process. Due to the inherent uncertainty of determining the fair value of investments
that do not have a readily available market value, the fair value of our investments may differ
significantly from the values that would have been used had a ready market existed for such
investments, and the differences could be material. In addition, 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 that are assigned.
The types of factors that we may take into account in fair value pricing of our investments
include, as relevant, the nature and realizable value of any collateral, third party valuations,
the portfolio companys ability to make payments and its earnings, the markets in which the
portfolio company does business, yield trend analysis, comparison to publicly-traded securities,
recent sales of or offers to buy comparable companies, and other relevant factors. The fair value
of our investment in the subordinated notes of GSCIC CLO is based on a discounted cash flow model
that utilizes prepayment, re-investment and loss assumptions based on historical experience and
projected performance, economic factors, the characteristics of the underlying cash flow, and
comparable yields for similar CLO subordinated notes or equity, when available.
The table below describes the primary considerations used by the board of directors in
determining the fair value of our investments as of August 31, 2008 for which market quotations are
not readily available:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total |
|
|
|
Fair Value |
|
|
Investments |
|
|
|
($ in thousands) |
|
Third party independent valuation firm |
|
$ |
47,784 |
|
|
|
31.1 |
% |
Market maker, broker quotes |
|
|
60,145 |
|
|
|
39.1 |
|
Discounted cash flows model |
|
|
|
|
|
|
|
|
Interest rate yield trend analysis |
|
|
45,669 |
|
|
|
29.7 |
|
Other |
|
|
176 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Total fair valued investments |
|
$ |
153,774 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
27
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our CEO and CFO have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the
period covered by this quarterly report. Based upon that evaluation, our CEO and CFO have concluded
that our current disclosure controls and procedures are effective as of the end of the period
covered by this quarterly report.
Changes in internal controls over financial reporting
There have been no changes in the Companys internal control over financial reporting (as
defined in Rules 13a-15(f) of the Exchange Act) that occurred during our most recently completed
fiscal quarter that have materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Neither we nor any of our subsidiaries are currently subject to any material legal
proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or our
subsidiaries.
Item 1A. Risk Factors
Our business is subject to certain risks and events that, if they occur, could adversely
affect our financial condition and results of operations and the trading price of our common stock.
For a discussion of these risks, please refer to Part I, Item 1A. Risk Factors in our Annual
Report on Form 10-K for the fiscal year ended February 29, 2008. In addition, please consider the
following:
Price declines and illiquidity in the corporate debt markets have adversely affected, and may
continue to adversely affect, the fair value of our portfolio investments, reducing our NAV through
increased net unrealized depreciation and limiting our ability to borrow under our Revolving Credit
Facility.
The continuing unprecedented declines in prices and liquidity in the corporate debt
markets have resulted in significant net unrealized depreciation in
our portfolio. (See Part I, Item 2 Managements
Discussion and Analysis of Financial Condition and Results of
Operations Results of Operations Net Unrealized
Appreciation/Depreciation on Investments in this quarterly
report for details) Portfolio
investments that are valued based on market prices have been directly affected by the general
decline in prices. The value of some thinly traded investments have been adversely affected
as a result of the pricing effects of distressed sales, which are magnified by the decline in the
volume of transactions caused by market illiquidity. Portfolio investments that are internally
valued (based on pricing models) have been affected by adverse general market trends, such as
the increase in yield as a result of increased risk aversion among investors. The effect of all of
these factors on our portfolio has reduced our NAV by increasing net unrealized depreciation in our
portfolio and limited our ability to finance the purchase of additional portfolio investments under
our Revolving Credit Facility. To the extent these adverse conditions continue, our business could
be adversely affected and we may not be able to sustain or increase our NAV and/or continue to
generate sufficient net investment income to fund our dividend.
Ratings downgrades in our portfolio could require us to liquidate assets or face a default
under the Revolving Facility.
The amount we may draw under our Revolving Facility is based, in part, on the ratings of the
collateral we have pledged to secure borrowings under the Revolving
Facility. (See Part I, Item 2 Managements
Discussion and Analysis of Financial Condition and Results of
Operations Financial Condition, Liquidity and Capital
Resources in this quarterly report for details) In addition,
securities deemed to have a rating of Caa2 or below by Moodys may not constitute more than 20% of
such collateral. As of August 31, 2008, approximately 24.8% of our portfolio that could otherwise
serve as collateral was deemed to be rated Caa2 or below by Moodys and a further 7.3% of our
portfolio was deemed to be rated Caa1. In some cases, we feel that these ratings do not reflect
the underlying strength of the investment; in other cases, we feel that current market conditions
preclude obtaining a fair sale price for the investment.
If additional collateral assets are downgraded to Caa2 or below, our Borrowing Base would
decrease and may be less than our outstanding borrowings. In such circumstances, we would be
required to repay the excess borrowing within a prescribed time limit or increase our Borrowing
Base by pledging more collateral. Failure to cure a Borrowing Base violation within the prescribed
time limit constitutes a default under the Revolving Facility and may result in a termination of
all outstanding loan commitments and acceleration of all outstanding loans. If we are unable to
promptly repay the accelerated loans, our lenders could liquidate the pledged collateral.
We are dependent on our investment advisers key personnel to execute our business strategy
and personnel changes may negatively impact our future performance.
We are dependent on the personnel and resources of our investment adviser to execute our
business plan. In response to market conditions, particularly a reduction in the overall volume of
middle market corporate debt transactions, our investment adviser recently reorganized and reduced
the staff in its U.S. corporate debt business, which manages the Company. As part of these
changes, our chief executive officer and president (who also served as a director) resigned and was
replaced. In the event the investment adviser is not able to
28
devote sufficient resources to us, or our management team is unable to effectively manage our
business, our financial performance could be negatively impacted.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Sales of unregistered securities
We did not sell any securities during the period covered by this report that were not
registered under the Securities Act.
Issuer purchases of equity securities
In June 2008, as part of our dividend reinvestment plan for our common stockholders, we
purchased 57,645 shares of our common stock for $0.6 million in the open market in order to satisfy
the reinvestment portion of our dividends. The following chart outlines repurchases of our common
stock during the quarter ended August 31, 2008.
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Total Number |
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Maximum Number |
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of Shares |
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(or Approximate |
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Purchased as |
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Dollar Value) of |
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Part of Publicly |
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Shares that May |
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Total Number |
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Average |
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Announced |
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Yet be Purchased |
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of Shares |
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Price Paid |
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Plans or |
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Under the Plans or |
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Period |
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Purchased |
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per Share |
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Program |
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Programs |
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($ In thousands, except per share numbers) |
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June 1,
2008 through June 30, 2008 |
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58 |
(1) |
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$ |
10.45 |
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Total |
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58 |
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$ |
10.45 |
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(1) |
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Pursuant to our dividend reinvestment plan, we directed our
plan administrator to purchase the indicated quantity of
shares in the open market in order to satisfy our
obligations to deliver share of common stock to our
stockholders with respect to our dividend for the quarter
ending May 31, 2008. |
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits
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Exhibit |
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Number |
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Description |
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31.1 |
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Chief Executive Officer Certification Pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
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Chief Financial Officer Certification Pursuant to Rule 13a-14 of
the Securities Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002. |
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32.1 |
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Chief Executive Officer and Chief Financial Officer Certification
pursuant to Section 1350, Chapter 63 of Title 18, United States
Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
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29
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GSC Investment CORP. |
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Date: October 15, 2008
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By
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/s/ Seth M. Katzenstein
Seth M. Katzenstein
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Director, Chief Executive Officer and
President, GSC Investment Corp. |
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By
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/s/ richard t. allorto, jr. |
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Richard T. Allorto, Jr. |
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Chief Financial Officer, GSC Investment Corp. |
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30
EX-31.1
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Seth M. Katzenstein, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of GSC Investment Corp.;
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 company as of, and for, the periods presented in this report;
4. The companys 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)) for the company 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 company, 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 companys 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 companys internal control over financial
reporting that occurred during the companys 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 companys internal control over financial reporting; and
5. The companys other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the companys auditors and the audit
committee of the companys 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
companys 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: October 15, 2008
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/s/ Seth M. Katzenstein
Seth M. Katzenstein
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Chief Executive Officer and President |
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EX-31.2
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a) and 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Richard T. Allorto, Jr., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of GSC Investment Corp.;
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 company as of, and for, the periods presented in this report;
4. The companys 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)) for the company 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 company, 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 companys 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 companys internal control over financial
reporting that occurred during the companys 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 companys internal control over financial reporting; and
5. The companys other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the companys auditors and the audit
committee of the companys 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
companys 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: October 15, 2008
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/s/ Richard T. Allorto, Jr.
Richard T. Allorto, Jr.
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Chief Financial Officer |
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EX-32.1
Exhibit 32.1
CERTIFICATION PURSUANT TO
SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with the accompanying
Quarterly Report of GSC Investment Corp. on Form 10-Q (the Report) for the purpose of complying
with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the Exchange Act)
and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Seth M. Katzenstein, the Chief Executive Officer and President and Richard T. Allorto, Jr.,
the Chief Financial Officer of GSC Investment Corp., each certifies that, to the best of his
knowledge:
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1. |
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and |
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2. |
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the information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of GSC Investment Corp. |
Date: October 15, 2008
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/s/ Seth M. Katzenstein
Seth M. Katzenstein
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Chief Executive Officer and President |
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/s/ Richard T. Allorto, Jr. |
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Richard T. Allorto, Jr. |
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Chief Financial Officer |
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