Greetings, and welcome to the Gladstone Capital Corporation Second Quarter 2009 Earnings Call. At this time all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. (Operator Instructions). As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. David Gladstone, Chairman for Gladstone Capital Corporation. Thank you, Mr. Gladstone. You may begin.

Thank you, Claudia, for that introduction. This is the quarterly conference call for shareholders and analysts of Gladstone Capital; NASDAQ trading symbol, GLAD. Thank you all for calling in. We are always happy to talk to shareholders about our company. I wish we could do it more often. We just do it once a quarter. I hope you'll all sign up for email notices, so you can get information directly from the company. And please remember that if you are ever in the Washington DC area, you all have an open invitation to visit us here in Mclean, Virginia, just outside of Washington DC. Please stop by, say hello, and see a lot of fine people working for you. And I need to read the statement of forward-looking statements. This conference call may include statements that may constitute forward-looking statements within the meaning of the Securities Act of 1993. The Securities Exchange Act of 1934, including statements with regard to the future performance of the company. These forward-looking statements inherently involve certain risks and uncertainties even though they are based on our current plans. We believe the plans to be reasonable. There are many factors that may cause our actual results to be materially different from the future results that are expressed and implied by the forward-looking statements, including those factors listed under the caption Risk Factors in our 10-K and 10-Q filings and in our prospectuses as filed with the Securities and Exchange Commission, and those can be found on our website at www.GladstoneCapital.com and also on the SEC web site. The company undertakes no obligations to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Well, we will start with our President of the Fund, Chip Stelljes. Chip is also the Chief Investment Officer of all the Gladstone companies. He will cover a lot of ground here. Chip, please give us your report.

Thanks David. As most of you know, we continue to operate in a very difficult environment through the quarter ended 3/31/2009. The environment did not worsen, but it did not improve much either. For the longer term prospects we're making new investments, are more encouraging for continued instability of the financial in the lending markets, and then combined with significant downturn in the economy. And the lack of any real visibility in to the rest of 2009 has made us cautious in the near term. As a result, we did not close new investments during the quarter and investment production during the quarter of 8.4 million went into existing portfolio companies in the form of additional investments of draws on revolver facilities. During the quarter, we received repayments of approximate 13.1 million, due to loan pay-offs, investment sales and normal amortization in pay down of revolvers. This resulted in a net production decrease of 4.7 million for the quarter. Since the end of the quarter, we made about 4.7 million in additional investments and existing portfolio companies. Additionally, after the end of the quarter we sold 13 of the 24 syndicated loans that were held in the portfolio of investments at March 31st. The loans had an aggregate fair value of 22.5 million, of which all the proceeds were received as of May 5th. We sold these loans to further reduce our line of credit as the precursor to the maturity of our line on May 21st. We intend to sell our remaining syndicated loans fair valued at about 33 million over time. Our pipeline is still good, and that we are still seeing new investment opportunities. We are being contacted aggressively. Certainly, other lenders -- so many lenders in general are not in the marketplace and not lending. Pricing…

Thank you very much. Now we’ll hear from our on the financial side we’ll hear from Gresford Gray, our Chief Financial Officer. Gresford go ahead.

Well thanks David. We’ll begin with our balance sheet. Our balance sheet continues to remain strong. And at the end of the March quarter, we had approximately $411 million in assets, consisting of 385 million in investments at fair value, and 26 million in cash and other assets. We had about 153 million, barred on the line of credit and had about 255 million in net assets, so we are less than one-to-one leverage. This is a very conservative balance sheet for a company like ours and we believe that our overall risk profile is low. For the March quarter, net investment income was about $5.6 million, versus 6.4 million for the same quarter last year, a decrease of about 14%. The decrease was primarily due to the lower transaction fees, credited against base management fees and the amortization of deferred financing fees incurred in connection with some amendments we made to the credit facility. Note that we've also seen LIBOR fall, as Chip mentioned earlier. And for our syndicated loan, that has hurt our earnings as well. As rates go back up, we expect that our income will also increase, all other things being equal. On a per share basis, net investment income was 26 cents per share for the quarter, as compared to 33 cents for the same quarter last year. This was a per share decrease of about 21%, due to the dilution from share issuances during the year or in other words, an additional 1.4 million weighted average shares outstanding as compared to the same period of the prior year. As all of you know, net investment income is most important number to us because it's the number that is closest to our taxable income. And that taxable income is what we use to pay our…

Okay. Thank you, Gresford. That was a very good presentation. I hope all of you listeners out there read the press releases and obtain a copy of our quarterly reports, 10-Q which has been filed with the SEC and can be accessed on our web site at www.gladstonecapital.com, and also on the SEC website. As I mentioned before our biggest worries today are the debt marketplace for our funds. That's the right hand side of our balance sheet, where all our liabilities are. And we also worry about our portfolio companies. With respect to our balance sheet, we worry that our banks ability to provide our line of credit, going forward and for the banks to provide a line of credit to our portfolio companies as well, both of those have an impact on us, right now we have indications, that our lenders will issue new lines of credit, obviously at a smaller amount than the $300 million we have, it’d be a higher rate and probably more restrictive terms and just like everyone else in the business right now and just like we announced in Gladstone Investment, we believe that we’ll have our new lines of credit out soon, obviously there is no guarantee, but we have been told by the two banks that are working on this that we have commitments by them. And that we are drafting legal documents now and trying to get to closing, so I'm hopeful that we can have a press release on this soon and alleviate that uncertainty that's out there right now. As I mentioned we also worry a lot about the credit marketplaces and how they impact our portfolio companies. There are fair number of regional banks that are making new loans based on assets of the business these are…

Thank you. We will now be conducting a question-and-answer session. (Operator Instructions). Our first question is from Troy Ward with Stifel Nicolaus.

Just real quick on the credit facility, in your conversations with the potential renewal, can you just give us a little bit of color potentially on, not specifics, but what -- are the lenders looking for scheduled amortization? What kind of covenant package or are covenants still based on mark to market, that type of thing with the potential -- with the new facility.

It's not too different from the package out there today; they are just marking up that package. Obviously, the rate is going to be higher. But other than that, there is not a lot of change this the facility, we are going to have a smaller facility. We are not quite ready to announce what the number is, but we should hopefully within the next two weeks have all of that completed and finished and out to everybody.

All right. Okay, that's great. And as you -- as you think about -- you said the amortization of loans and selling additional loans that used to pay down debt, what is kind of the -- what's the right debt level that you believe in this environment going forward?

That's one that we agonize over. Right now we don't want to have a lot in short-term debt. The problem with all of the BDC industries and the reason people keep saying the industry is broken and can't work, is that all of us had long-term visions in terms of what we were going to do, but we financed it with short-term debt, that is, we all believe that if we borrowed short, we could turn it into long-term debt. And the marketplace was all set up to do that; we had the securitizations, were out there and people were using that. So we all had large short-term debt facilities. I think ours was $300 million in this company, and we are up around a 150 some at some point in time, when the in essence the game stopped. So, right now we don't believe that we need a large short-term line of credit. This line of credit will be the typical 364 day or less than one year, commitment on the part of the banks, and the goal will be to keep that at a relatively low amount. My guess is we’ll probably need only 75 million of that at some point in time but right now, we’ll have more than that and our goal is to use that very, very carefully because, we just don't know what might happen to some of the banks that are lending to us and they might pull up short next quarter or next year, and not be able to fulfill going forward on their line of credit. So the goal here, Troy, is to make sure that we have a line of credit, and that should happen soon, but then turn around and look for long-term ways of financing ourselves, SBIC is…

Yeah just real quick a follow up, on the current facility, how it's structured now I know it goes in to a one if it was not renewed, I assume this is maybe like you said it’d be similar on the new facility it goes in to a one year amortization period, can you tell us if that's a full cash trap or is that interest only or how does that work is there any amortization during that one year?

The current one is full cash trap as you call it. Some people call it Turbo amortization meaning that everything goes to the bank to pay them down, I think that's pretty standard on revolving lines of credit that you have one year amortization period at the end of the facility and it's usually everything is used to pay down the debt. We don't expect to hit that, we expect to get our line of credit in place and continue to go forward.

Great, and we’ll get back in the queue, thanks David.

Our Next question is coming from Scott Valentin with FBR Capital. Please state your question.

Good morning, thanks for taking my question. Just in terms of the syndicate portfolio two quick questions, one are you seeing any deterioration may be by industry or by geography if you can comment on that, and two, in terms of the valuation you mentioned that the loans retaining in the portfolio are discounted cash flow. But yet you sold some loans and have an idea of what price is, is there any material difference between the price you are seeing versus evaluation on this kind of cash flow basis?

Chip you want to take that?

Yeah I mean I think would broke in to two ways, the ones that were sold if you look through the numbers you can see that they were sold almost directly on our mark. Now there are other ones where we received for example, we might have received no bid whatsoever because it was closely held and none of the existing buyers wanted to buy anymore or had the capability so last year we stated for example that the second lien marketplace is still pretty weak, the ones we did sell we right on the mark. But the rest of them its going to be hard to tell and the market itself will have to firm up before we’ll feel comfortable about the indicative bids make any sense whatsoever. In some cases, we could not even get an indicative bid. So but in but those are performing companies that are paying their interest so that's been challenging.

These are performing loans, the syndicated loans that we have some first and some seconds, and as time goes on I noticed the market place for all the junk bond paper was firming up pretty dramatically, and I think it will firm up over the summer as people get in to the idea that the marketplace is coming back, and we’ll be able to sell some of them as time goes on. We want to get out of those loans, there we are done, and hay day and earning us a lot of money and we don't see a great deal of difference between the price that we are getting on any of them and the price that we had a market in the December 31, time frame.

Okay. And just outside of the syndicated portfolio within the portfolio itself any industries you are seeing more stress others aside, you mentioned housing in the past as well as] these industries. But has the weakness in the economy spread to other industries?

Well the weakness comes from either housing or autos, the auto industry obviously has hurt a lot of small businesses out there, we are lucky we only have a couple that are tangentially related. We have one manufacturer that has the manufacturing facility for some of the large trucks, and that got hurt a little bit. But we think that over time, these are all cyclical businesses. And when the economy goes down as they say in the business, when the tide goes out, all the boats go down. And so, all of the -- I think all of the portfolio has seen some pain from the economy going down, but we have been very lucky and that our portfolio has held up better than we expected.

I'd say the one place where it sort of has spread is in the consumer items. And the good news is we don't have a lot of exposure there either.

Okay. And just one final kind of big picture question. I guess, contemplating a lot of tweaks to the model delevering and different financing sources and different portfolio mix, I'm just wondering in the end, I mean is there a target level of leverage, I think, Troy may have asked that earlier, but also maybe what the related businesses and what the ROE is and can that be competitive given the cost of capital?

Yeah, hard to know now because we don't have long-term capital on our books. And so as a result, I don't know what that cost will be. We have not gotten into the marketplace yet. We will tap that pretty soon and get a better idea of what the returns can be. Assuming for the sake of argument that some of the long-term debt is going to be 7 or 8% that would mean we would have significant spreads 5 to 7% spreads on our money and that would make us very profitable. If you think that the long-term debt is going to be 10 or 12%, we probably wouldn't issue it, Scott, we would just sit around and wait for a while and redeploy the capital that we have from lower return income things to higher income situations. It's highly dependent as you know what you can do on the right hand side of your balance sheet. If we found reasonably priced capital, I would not mind being leveraged as we were before, and that's about 50%. That is, if you have a portfolio of $400 million, you wouldn't mind having half of that borrowed. So at the end of the day, leverage is the key to getting ROE up, but at the same time if leverage is very expensive, you are not going to get it up very high. And that means the SBIC would be our best mode of operation for perhaps the next year if that's the only thing we can do in the long-term debt marketplace.

Our next question is coming from Mark Hughes with Lafayette Investments. Please state your question.

Good morning. Just a little bit of clarification. David, you said that don't be surprised if we see a few more losses coming. Are you talking about losses versus cost basis or from where the marks are today?

I'm sure it'll be some of both. But certainly from cost basis, we'll have to take some hits on our syndicated loans when we sell them off, I don't think those are coming back to par in the next year. Just because the marketplace has been so weak. I could be surprised, it could come back to cost. I think we would probably not sell a lot below the mark that you see at March 31st during the quarter ending June. So, you shouldn't expect that there. But we also have situations in which we have some companies that are not doing well, and we don't have a lot of them. We may end up finding a buyer for those and have to take a loss on those. We usually take over those companies, work them hard, fix them, get new management, whatever we need to do. But sometimes people come along and want to buy those, a competitor wants to buy them or somebody interested in that industry, and we end up selling them. So, I wouldn't want you to be surprised that we take one of our problem children and sell them off and have a loss there.

Is there anything different -- you sold 13 of the 24 syndicated loans. Is there any drastically different between the 11 that are remaining from the 13 that were sold?

Most of those are second lien loans rather than first lien loans. The second lien marketplace has not firmed up the way the senior debt marketplace has, but we are watching that and we are seeing it firm up now. And I think by the end of the summer it will be firm enough for us to get out of those deals.

Thanks. And finally, the last question. You are in this problem today of lending long and the borrowing is short. Was your intention -- the company spending [systems] a number of years down from the start to try and get some long-term debt on the books, but you weren't able to do it, because the market changed as you were kind of ramping up the company. You never knew from the outset how big it would get. So it's tough to place the long-term debt.

Unfortunately, the whole industry, the business development company industry went through the same idea. We all were going down the same path, that is, we had a lot of loans that we were financing based on not only our equity, but also short-term debt. And those lines of credit were meant to be paid off by going into securitization pools and getting long-term debt to replace it. They were never meant to carry our portfolio for the long-term, even though they were from banks who told us they didn't mind rolling over the lines of credit. At the end of the day they did not want to do that. And so as a result, we've had to reprice and rethink the way that we are going to do our business. And as it happens, it's really the way the industry worked before securitization came along. You would always have a small line of credit, you'd use that to finance your next deals and then you'd go out and find long-term debt either as an SBIC or whatever to make those transitions from short to long. We all got caught and I can speak for the whole industry here I think we all got with a lot of short-term debt on our balance sheet, financing long-term investments, and unfortunately the banks have not been kind to those of us who got caught in that trap.

Our next question is coming from Troy Ward with Stifel Nicolaus. Please state your question.

Just a follow up on the dividend. When you announced the April dividend of $0.07, can you give us some color on how you got to that rate specially based on your $0.26 earnings for the quarter?

Chip, you want to talk about that?

Yeah I mean our goal was to right size the dividend with the current level of net investment income, we spent a good deal of time looking at our internal projections, David said in his talk, we did not assume new transactions, it's highly sensitive as you might guess the new transactions because A: the deals are accretive -- accretive right now and B: the transaction fees that come along with it can really change a quarter so we took those out and said where do we think that for the X number of quarters going forward, we feel comfortable that the net investment income can cover the dividend and that’s how we got there.

What we did want to do Troy is stet did at some expected closing rate and then have to lower it when we didn't hit that, it's much better to say okay this is the bottom, we believe we do not have to change it ever again in terms of going down. And then build the dividend back up. So I don't expect us to raise the dividend in the July board meeting for the quarter and in September, but I'm hopeful that by the time we get to October we’ll have a different view of the world, we’ll have our line of credit in place, hopefully we’ll have our SBIC and we can make some different assumptions and hopeful to change the dividend and move it up

Okay and Chip, following up on Scott's question, he was asking about the difference between kind of your DCF valuation versus what you actually got. For instance, if you look at like (inaudible) what you sold as a syndicated piece in the previous quarter, or after the quarter end, what I’d like to know is you sold it at say 3.6 million, what would the DCF have given you what would -- kind of what's the difference between the DCF value, what its giving you versus what you actually sold them for?

Yeah I don’t know, I can't answer that question, where we felt comfortable was on this particular set of loans was that our March, the total value received were so close to the marks that we have that we didn't take significant hits below where we had the marked as a group that we felt good about going ahead making the transaction in order to pay down the line of credit but I don't have that specific answer.

Troy, we didn't bother to do DCF's on ones that we sold after the quarter, because there would be no reason to do that. If we did it would not be relevant. You are obviously going to use the price that you got. So what we are comparing it to, is the DCF that was used at December 31st, and as Chip mentioned we are pretty close to that.

Okay and David this is Greg Mason, you said at this price you wouldn't want to raise equity capital. In your calculations where does the stock have to be where that makes sense?

I wished I had an answer for you. We have to do weighted averages cost of capital when we are doing our projections so as we do the projections we’ll come up with some number but this is it's just far too low here to think about it. I'm not sure I can give you an exact number.

Okay and then two quick questions on credit quality, Lynmar you mentioned in your press release that you took a controlled position, and then it looks like you wrote it back up to par. Can you talk about how that accounting works where you take the control and write it back up to par?

It's really considered a new loan at that point in time, when we took it over it was old company [ELCO], and so we now own it. And as a result we feel like that the there are a lot of mysteries involved before we could get our hands on the assets. And so we wrote it down based on the quality of those unknowns. Those are unknowns that have been removed now that we own the company. And we believe now that we are going to be able to sell it and get par for our loan.

And one last question, last quarter your LYP Holdings investment, the senior term debt was on non-accrual and carried a zero, this quarter it looks like you provided some additional senior financing -- held at zero. But it doesn’t look like it's on non-accrual anymore. Is that paying, and what’s kind of is going on with that investment with your additional capital?

Yeah, we have begun to buy up some additional businesses around there that strengthen the company substantially, they are beginning to make some payments not full payments and so as a result, we had to write it back-up or not sure S&P wrote it back-up, didn't they?

With internal.

It was internal. So that one has begun to pay. And if you are paying you can’t carry that a low amount anymore.

Yes our next question is coming from Vernon Plack with BB&T Capital Markets. Please state your question.

Thanks very much. Most of my questions have been answered. I did have a follow up regarding just portfolio evaluation. Excluding reversals, the portfolio was written up almost 5%. And I'm trying to get a sense for was that the result of higher valuation multiples offsetting lower cash flows or I'm trying to get a sense for what was the mix between an improvement in valuation versus changes in cash flows from an aggregate standpoint.

Vernon, this is Chip. I will say that almost across the board on the loans that use an S&P valuation, almost across the board despite performance the rate -- marks were higher from S&P. And so that's the majority of what you see there absent, the one or two sort of outliers that have already been asked about a yellow pages deal in Lynmar. We saw almost every single loan despite what performance differentials go up. And that’s where we started to see some comfort level that at least the rating agencies are calming down a little bit.

Okay. So, valuation levels offset any declines that you perhaps could have seen in cash flow to these individual companies, correct?

That's what S&P said. S&P looks at the cash flows and determines the quality of the cash flow, the industry that they are in; they have a lot of markers they use to do the valuation. So, we use their value.

Okay. And one other question David. I don't know if you can give me an answer on this, but as it relates to -- I know that you had, on the previous revolver, you had a minimum net worth that I believe was somewhere and 250 million. Can I assume there will be some relief from that?

Yes, and I'm very hopeful that the documents have that in there.

We have no further questions at this time.

Anybody have a last question or otherwise we will adjourn. All right, the meeting is adjourned. Thank you, Claudia. Thank you all for attending.

Thank you. Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time and we thank you for your participation.