Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
a) Disclosure Controls and Procedures
As of March 31, 2021 (the end of the period covered by this report), we, including our chief executive officer and chief financial officer, evaluated the
effectiveness and design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that our disclosure controls and procedures were
effective at a reasonable assurance level in timely alerting management, including the chief executive officer and chief financial officer, of material information about us required to be included in periodic SEC filings. However, in evaluation of
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily
was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
b) Managements Annual Report
on Internal Control over Financial Reporting
Refer to Managements Annual Report on Internal Control over Financial Reporting located in
Item 8 of this Form 10-K.
c) Attestation Report of the Independent Registered Public Accounting Firm
Not Applicable.
d) Change in Internal Control over
Financial Reporting
There were no changes in internal controls for the three months ended March 31, 2021 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
141
Table of Contents
PART III
We will file a definitive Proxy Statement for our 2021 Annual Meeting of Stockholders (the 2021 Proxy Statement) with the SEC, pursuant to
Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to
Form 10-K. Only those sections of the 2021 Proxy Statement that specifically address the items set forth herein are incorporated by reference.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 is hereby incorporated by reference from our 2021 Proxy Statement under the captions Election of
Directors and Information Regarding the Board of Directors and Corporate Governance.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated by reference from our 2021 Proxy Statement under the captions Executive
Compensation and Director Compensation For Fiscal 2021 .
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 is hereby incorporated by reference
from our 2021 Proxy Statement under the caption Security Ownership of Certain Beneficial Owners and Management .
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is hereby
incorporated by reference from our 2021 Proxy Statement under the captions Certain Transactions and Information Regarding the Board of Directors and Corporate Governance .
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is hereby incorporated by reference from our 2021 Proxy Statement under the caption Independent Registered
Public Accounting Firm Fees .
142
Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a.
DOCUMENTS FILED AS PART OF THIS REPORT
1.
The following financial statements are filed herewith:
Report of Independent Registered Public Accounting Firm
83
Consolidated Statements of Assets and Liabilities as of March 31, 2021 and 2020
85
Consolidated Statements of Operations for the years ended March 31, 2021, 2020, and 2019
86
Consolidated Statements of Changes in Net Assets for the years ended March 31, 2021, 2020, and 2019
88
Consolidated Statements of Cash Flows for the years ended March 31, 2021, 2020, and 2019
89
Consolidated Schedules of Investments as of March 31, 2021 and 2020
91
Notes to Consolidated Financial Statements
105
2.
The following financial statement schedule is filed herewith:
Schedule 12-14 Investments in and Advances to Affiliates
148
No other financial statement schedules are filed herewith because (1) such schedules are not required or (2) the information has been presented in the aforementioned financial statements.
3.
Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:
3.1
Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit A.2 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No.
333-123699), filed May 13, 2005.
3.1.a
Certificate of Designation of 6.25% Series D Cumulative Term Preferred Stock Due 2023, incorporated by reference to Exhibit 3.5 to the Registration
Statement on Form 8-A (File No. 001-34007), filed September 22, 2016.
3.1.b
Certificate of Designation of 6.375% Series E Cumulative Term Preferred Stock Due 2025, incorporated by reference to Exhibit 3.1 to the Current
Report on Form 8-K (File No. 814-00704), filed August 16, 2018.
3.1.c
Certificate of Increase of Shares Designated as 6.375% Series E Cumulative Term Preferred Stock due 2025 of Gladstone Investment Corporation incorporated
by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 814-00704), filed May 21, 2020 .
3.2
Second Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K
(File No. 814-00704), filed May 15, 2020 .
3.3
Certificate of Elimination of 6.25% Series D Cumulative Term Preferred Stock Due 2023*
4.1
Specimen Stock Certificate, incorporated by reference to Exhibit
d to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No.
333-123699), filed June 21, 2005.
143
Table of Contents
4.2
Specimen 6.25% Series D Cumulative Term Preferred Stock Due 2023 Stock Certificate, incorporated by reference to Exhibit 4.5 to the Registration
Statement on Form 8-A (File No. 001-34007), filed September 22, 2016.
4.3
Specimen 6.375% Series E Cumulative Term Preferred Stock Due 2025 Stock Certificate incorporated by reference to Exhibit 4.1 to the Current Report
on Form 8-K (File No. 814-00704), filed August 16, 2018.
4.4
Indenture, dated as of May
22, 2020, between Gladstone Investment Corporation and UMB Bank, National Association, as trustee incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 814-00704), filed May 22, 2020 .
4.5
Second Supplemental Indenture between Gladstone Investment Corporation and UMB Bank, National Association, dated as of March
2, 2021, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 814-00704), filed March 2, 2021.
4.6
Description of Securities*
10.1
Stock Transfer Agency Agreement between the Registrant and The Bank of New York, incorporated by reference to Exhibit
k.1 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No.
333-123699), filed May 13, 2005.
10.2
Custody Agreement between the Registrant and The Bank of New York, incorporated by reference to Exhibit j to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No.
333-123699), filed June 21, 2005.
10.3
Investment Advisory and Management Agreement between the Registrant and Gladstone Management Corporation, dated June
22, 2005, incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K (File No. 814-00704), filed June
14, 2006.
10.4
Administration Agreement between the Registrant and Gladstone Administration, LLC, dated June
22, 2005, incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K (File No. 814-00704), filed June
14, 2006.
10.5
Custodial Agreement by and among Gladstone Business Investment, LLC, the Registrant, Gladstone Management Corporation, The Bank of New York
Trust Company, N.A. and Deutsche Bank AG, New York Branch, dated October 19, 2006, incorporated by reference to Exhibit 2.j.2 to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-181879), filed June 7, 2013.
10.6
Amendment No.
1 to Custodial Agreement by and among Gladstone Business Investment, LLC, the Registrant, Gladstone Management Corporation, The Bank of New York Trust Company, N.A. and Deutsche Bank AG, New York Branch, dated April
14, 2009, incorporated by reference to Exhibit 2.j.3 to Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No.
333-181879), filed June 7, 2013.
10.7
Fifth Amended and Restated Credit Agreement, dated as of April
30, 2013, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, the Financial Institutions as party thereto, and Key Equipment Finance, Inc., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed May 2, 2013.
10.8
Joinder Agreement, dated as of June
12, 2013, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance Inc. and EverBank Commercial Finance, Inc., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed June 17, 2013.
10.9
Joinder Agreement, dated as of June
12, 2013, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance Inc. and AloStar Bank of Commerce, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K (File No. 814-00704), filed June 17, 2013.
144
Table of Contents
10.10
Amendment No. 1 to Fifth Amended and Restated Credit Agreement, dated as of June
26, 2014, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, the Financial Institutions as party thereto, and Key Equipment Finance, a division of KeyBank National Association, by reference to Exhibit 10.1 to the Current
Report on Form 8-K (File No. 814-00704), filed June 30, 2014.
10.11
Joinder Agreement, dated as of September
19, 2014, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance, a division of KeyBank National Association, and East West Bank, incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K (File No. 814-00704), filed September 22, 2014.
10.12
Joinder Agreement, dated as of September
19, 2014, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance, a division of KeyBank National Association, and Manufacturers and Traders Trust, incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K (File No. 814-00704), filed September 22, 2014.
10.13
Joinder Agreement, dated as of September
19, 2014, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance, a division of KeyBank National Association, and Customers Bank, incorporated by reference to Exhibit 10.3 to the Current Report on Form
8-K (File No. 814-00704), filed September 22, 2014.
10.14
Joinder Agreement, dated as of September
19, 2014, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Key Equipment Finance, a division of KeyBank National Association, and Talmer Bank and Trust, incorporated by reference to Exhibit 10.4 to the Current Report on
Form 8-K (File No. 814-00704), filed September 22, 2014.
10.15
Amendment No. 2 to Fifth Amended and Restated Credit Agreement, dated November
16, 2016, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Keybank National Association, AloStar Bank of Commerce, Manufacturers and Traders Trust, East West Bank, Chemical Bank (as successor in interest to Talmer Bank
and Trust) and Customers Bank, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 811-23191), filed
November 17, 2016.
10.16
Amendment No. 3 to Fifth Amended and Restated Credit Agreement, dated January
20, 2017, by and among Gladstone Business Investment, LLC, Gladstone Management Corporation, Keybank National Association, AloStar Bank of Commerce, Manufacturers and Traders Trust, East West Bank, Chemical Bank (as successor in interest to Talmer Bank
and Trust) and Customers Bank, incorporated by reference to Exhibit 2.k.12 to Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-204996), filed May 11, 2017.
10.17
Amendment No. 4 to Fifth Amended and Restated Credit Agreement, dated as of August
22, 2018 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management Corporation, as Servicer, Keybank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party
thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed August 23, 2018.
10.18
Amendment No. 5 to Fifth Amended and Restated Credit Agreement, dated as of August
10, 2020 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management Corporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party
thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed August 11, 2020.
10.19
Amendment No. 6 to Fifth Amended and Restated Credit Agreement, dated as of March
8, 2021 by and among Gladstone Business Investment, LLC, as Borrower, Gladstone Management Corporation, as Servicer, KeyBank National Association, as administrative agent, swingline lender, managing agent and lead arranger and certain other lenders party
thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed March 8, 2021.
145
Table of Contents
14
Code of Ethics and Business Conduct, updated January
28, 2013, incorporated by reference to Exhibit 2.r to the Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No.
333-181979), filed June 7, 2013.
21*
Subsidiaries of the Registrant.
23.1*
Consent of Registered Public Accounting Firm
31.1*
Certification of Chief Executive Officer filed pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer filed pursuant to section 302 of The Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer furnished pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer furnished pursuant to section 906 of The Sarbanes-Oxley Act of 2002.
*
Filed herewith
Furnished herewith
Item 16. Form 10-K Summary.
None.
146
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLADSTONE INVESTMENT CORPORATION
Date: May 11, 2021
By:
/s/ JULIA RYAN
Julia Ryan
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: May 11, 2021
By:
/s/ DAVID GLADSTONE
David Gladstone
Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)
Date: May 11, 2021
By:
/s/ TERRY LEE BRUBAKER
Terry Lee Brubaker
Vice Chairman and Chief Operating Officer
Date: May 11, 2021
By:
/s/ JULIA RYAN
Julia Ryan
Chief Financial Officer and Treasurer (principal financial and accounting officer)
Date: May 11, 2021
By:
/s/ ANTHONY W. PARKER
Anthony W. Parker
Director
Date: May 11, 2021
By:
/s/ MICHELA A. ENGLISH
Michela A. English
Director
Date: May 11, 2021
By:
/s/ PAUL ADELGREN
Paul Adelgren
Director
Date: May 11, 2021
By:
/s/ JOHN H. OUTLAND
John H. Outland
Director
Date: May 11, 2021
By:
/s/ CAREN D. MERRICK
Caren D. Merrick
Director
Date: May 11, 2021
By:
/s/ WALTER H. WILKINSON, JR.
Walter H. Wilkinson, Jr.
Director
147
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SCHEDULE 12-14
GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
AFFILIATE INVESTMENTS80.9%
Secured First Lien Debt47.6%
Beverage, Food, and Tobacco2.4%
Head Country, Inc.Term Debt (L+10.5%, 12.5% Cash, Due 2/2023)
$
9,050
$
$
1,147
$
9,050
$
$
$
$
9,050
Chemicals, Plastics, and Rubber6.0%
PSI Molded Plastics, Inc.Term Debt (L+5.5%, 7.0% Cash, Due 1/2024) (P)
26,618
973
17,114
5,871
22,985
Diversified/Conglomerate
Manufacturing5.4%
D.P.M.S., Inc.Line of Credit, $0 Available (L+6.5%, 9.0% Cash (0.5% Unused Fee), Due
10/2023)
1,500
117
1,250
250
1,500
D.P.M.S., Inc.Term Debt (10.0% Cash, Due 10/2023) (M)
10,796
1,095
10,796
(5,045
)
5,751
Edge Adhesives Holdings, Inc.Line of Credit, $0 available (L+8.0%, 10.0% Cash, Due
9/2021)
1,020
87
395
600
10
1,005
148
Table of Contents
GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
Edge Adhesives Holdings, Inc.Term Debt (L+10.5%, 12.5% Cash, Due 2/2022)
$
9,300
$
$
1,179
$
8,742
$
$
$
419
$
9,161
Edge Adhesives Holdings, Inc.Term Debt (L+11.8%, 13.8% Cash, Due 2/2022)
3,000
418
2,820
135
2,955
2,896
24,003
850
(4,481
)
20,372
Diversified/Conglomerate Services13.3%
ImageWorks Display and Marketing Group, Inc. Term Debt (L+11.0%, 13.0% Cash, Due 11/2022)
22,000
2,900
22,000
22,000
The Maids International, LLCLine of
Credit (N)
24
1,000
(1,000
)
The Maids International, LLCTerm Debt (L+10.5%, 12.0% Cash, Due 3/2025)
28,560
3,088
28,560
28,560
6,012
51,560
(1,000
)
50,560
149
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GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
Home and Office Furnishings, Housewares, and Durable Consumer Products7.1%
Old World Christmas, Inc. Term Debt (L+9.5%, 11/0% Cash, Due 12/2025) (O)
$
27,000
$
$
866
$
$
27,000
$
$
$
27,000
Leisure, Amusement, Motion Pictures, and Entertainment 2.3%
SOG Specialty Knives & Tools, LLCTerm Debt (Due 12/2023) (L)
538
538
538
SOG Specialty Knives & Tools, LLCTerm Debt (L+4.0%, 6.0% Cash, Due
12/2023)
8,399
169
8,399
8,399
169
8,937
8,937
Personal and Non-Durable Consumer Products
(Manufacturing Only) 7.0%
The Mountain Corporation Line of Credit, $0 available (L+5.0%, 9.0% Cash, Due 4/2021) (K)
3,400
3,400
3,400
Pioneer Square Brands, Inc. Term Debt (L+12.0%, 13.0% Cash, Due 8/2022)
23,100
4,562
23,100
115
23,215
4,562
26,500
115
26,615
Telecommunications4.1%
B+T Group Acquisition, Inc.Line of Credit, $0 available (L+11.0%, 13.0% Cash, Due 12/2021) (K)
2,800
2,632
(35
)
2,597
150
Table of Contents
GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
B+T Group Acquisition, Inc.Term Debt (L+11.0%, 13.0% Cash, Due 12/2021) (K)
$
14,000
$
$
$
13,160
$
$
$
(175
)
$
12,985
15,792
(210
)
15,582
Total Secured First Lien Debt
$
$
16,625
$
135,842
$
44,964
$
(1,000
)
$
1,295
$
181,101
Secured Second Lien Debt12.6%
Chemicals, Plastics, and Rubber0.0%
PSI Molded Plastics, Inc. Term Debt (L+5.5%, 7.0% Cash, Due 1/2024) (P)
$
$
$
16,737
$
$
(17,114
)
$
377
$
151
Table of Contents
GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
Diversified/Conglomerate Services 12.0%
J.R. Hobbs Co.Atlanta, LLC Line of Credit, $0 available (L+6.0%, 8.0% Cash, Due
10/2024)
$
10,000
$
$
811
$
10,000
$
$
$
(25
)
$
9,975
J.R. Hobbs Co.Atlanta, LLC Term Debt (L+10.3%, 11.8% Cash, Due 10/2024)
36,000
4,289
36,000
(90
)
35,910
5,100
46,000
(115
)
45,885
Personal and Non-Durable Consumer Products
(Manufacturing Only) 0.6%
The Mountain Corporation Term Debt (L+4.0%, 7.0% Cash, Due 4/2024) (K)
11,700
2,572
(723
)
1,849
The Mountain Corporation Delayed Draw Term Debt, $0 available (L+4.0%, 7.0% Cash, Due
4/2024) (K)(O)
1,500
1,500
(1,263
)
237
2,572
1,500
(1,986
)
2,086
Total Secured Second Lien Debt
$
$
5,100
$
65,309
$
1,500
$
(17,114
)
$
(1,724
)
$
47,971
Preferred Equity20.7%
Beverage, Food, and Tobacco 1.7%
Head Country, Inc.Preferred Stock
4,000
$
$
$
3,495
$
$
2,974
$
6,469
Chemicals, Plastics, and Rubber 0.0%
PSI Molded Plastics, Inc. Preferred Stock
158,598
8,000
(8,000
)
152
Table of Contents
GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
Diversified/Conglomerate
Manufacturing0.0%
Channel Technologies Group, LLC Preferred Stock
2,279
$
$
$
$
$
$
$
Edge Adhesives Holdings, Inc. Preferred Stock
8,199
Diversified/Conglomerate Services 3.5%
ImageWorks Display and Marketing
Group, Inc.Preferred Stock
67,490
8,265
1,554
9,819
J.R. Hobbs Co.Atlanta, LLC
Preferred Stock
10,920
The Maids International, LLC Preferred Stock
6,640
5,339
(1,779
)
3,560
13,604
(225
)
13,379
Home and Office Furnishings, Housewares, and Durable Consumer Products5.3%
Old World Christmas, Inc.Preferred Stock
6,180
3,544
2,992
19,588
1,270
(7,450
)
6,840
20,248
Leisure, Amusement, Motion Pictures, and Entertainment 1.8%
SOG Specialty Knives & Tools, LLC Preferred Stock
14,949
390
6,364
6,754
Personal and Non-Durable Consumer Products
(Manufacturing Only)8.4%
The Mountain CorporationPreferred Stock
6,899
Pioneer Square Brands, Inc.Preferred Stock
5,502
3,173
5,760
26,295
32,055
3,173
5,760
26,295
32,055
153
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GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
Telecommunications0.0%
B+T Group Acquisition, Inc.Preferred Stock
14,304
$
$
$
$
$
$
$
Total Preferred Equity
$
3,544
$
6,165
$
42,837
$
9,270
$
(7,450
)
$
34,248
$
78,905
Common Equity/Equivalents0.0%
Diversified/Conglomerate
Manufacturing0.0%
Channel Technologies Group, LLCCommon Stock
2,319,184
$
$
$
$
$
$
$
D.P.M.S., Inc.Common Stock
627
Diversified/Conglomerate Services0.0%
Nth Degree Investment Group, LLCCommon Stock
14,360,000
113
3,649
(3,649
)
Personal and Non-Durable Consumer Products
(Manufacturing Only)0.0%
The Mountain CorporationCommon Stock
751
Telecommunications0.0%
B+T Group Acquisition, Inc.Common Stock Warrants
3.5
%
Total Common Equity/Equivalents
$
113
$
$
3,649
$
$
$
(3,649
)
$
TOTAL AFFILIATE INVESTMENTS
$
3,657
$
27,890
$
247,637
$
55,734
$
(25,564
)
$
30,170
$
307,977
154
Table of Contents
GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
Company and
Investment (A)(B)(C)(D)(E)
Principal/
Shares/Units (F)(G)
Net Realized
Gain (Loss)
for Period (Q)
Amount of
Investment
Income (H)
Value as of
March 31,
2020
Gross
Additions (I)
Gross
Reductions (J)
Net
Unrealized
Appreciation
(Depreciation)
Value as of
March 31,
2021
CONTROL INVESTMENTS7.2%:
Secured Second Lien Debt3.4%
Aerospace and Defense3.4%
Galaxy Tool Holding CorporationLine of Credit, $0 available (L+4.5%, 6.5% Cash (0.5% Unused
Fee), Due 8/2023)
$
5,000
$
$
330
$
5,000
$
$
$
$
5,000
Galaxy Tool Holding CorporationTerm Debt (L+6.0%, 10.0% Cash, Due 8/2023)
8,000
590
5,000
3,000
8,000
$
$
920
$
10,000
$
3,000
$
$
$
13,000
Preferred Equity3.8%
Aerospace and Defense3.8%
Galaxy Tool Holding CorporationPreferred Stock
5,517,444
$
$
$
16,158
$
$
$
(1,528
)
$
14,630
Common Equity0.0%
Aerospace and Defense0.0%
Galaxy Tool Holding CorporationCommon Stock
88,843
TOTAL CONTROL INVESTMENTS
$
$
920
$
26,158
$
3,000
$
$
(1,528
)
$
27,630
TOTAL AFFILIATE AND CONTROL INVESTMENTS
$
3,657
$
28,810
$
273,795
$
58,734
$
(25,564
)
$
28,642
$
335,607
155
Table of Contents
GLADSTONE INVESTMENT CORPORATION
INVESTMENTS IN AND ADVANCES TO AFFILIATES (Continued)
(AMOUNTS IN THOUSANDS)
(A)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company. The majority of
the securities listed, totaling $524.0 million at fair value, are pledged as collateral to our revolving line of credit, as described further in Note 5 Borrowings in the accompanying Notes to Consolidated Financial
Statements . Additionally, under Section 55 of the Investment Company Act of 1940, as amended (the 1940 Act), we may not acquire any non-qualifying assets unless, at the time such
acquisition is made, qualifying assets represent at least 70% of our total assets. As of March 31, 2021, our investment in Funko Acquisition Holdings, LLC (Funko) is considered a
non-qualifying asset under Section 55 of the 1940 Act and represents less than 0.1% of total investments, at fair value.
(B)
Common stock, warrants, options and, in some cases, preferred stock are generally non-income-producing and restricted.
(C)
Unless indicated otherwise, all cash interest rates are indexed to
30-day London Interbank Offered Rate (LIBOR), which was 0.1% as of March 31, 2021. If applicable, paid-in-kind
interest rates are noted separately from the cash interest rate. Certain securities are subject to an interest rate floor. The cash interest rate is the greater of the floor or LIBOR plus a spread. Due dates represent the contractual maturity date.
(D)
Category percentages represent the fair value of each category and subcategory as a percentage of net assets as
of March 31, 2021.
(E)
Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the Financial
Accounting Standards Board Accounting Standard Codification Topic 820, Fair Value Measurements and Disclosures fair value hierarchy. Refer to Note 3 Investments in the accompanying Notes to Consolidated
Financial Statements for additional information.
(F)
Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned
within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.
(G)
Represents the principal balance for debt investments and the number of shares/units held for equity
investments. Warrants are represented as a percentage of ownership, as applicable.
(H)
Represents the total amount of interest, dividend, success fee, or other investment income credited to income
for the portion of the year an investment was an affiliate investment or control investment and on accrual status, as appropriate.
(I)
Gross additions include increases in investments resulting from new portfolio investments, the amortization of
discounts and fees, and the exchange of one or more existing securities for one or more new securities.
(J)
Gross reductions include decreases in investments resulting from principal collections related to investment
repayments or sales, the amortization of premiums and acquisition costs, and the exchange of one or more existing securities for one or more new securities.
(K)
Debt security is on non-accrual status.
(L)
Debt security does not have a stated current interest rate.
(M)
Debt security has a fixed interest rate.
(N)
Investment was exited/paid off during the year ended March 31, 2021.
(O)
New investment during the year ended March 31, 2021.
(P)
PSI Molded Plastics, Inc.s term debt was transferred from second lien to first lien debt during the year
ended March 31, 2021.
(Q)
Net realized gain (loss) excludes amounts related to portfolio companies no longer in the portfolio for the
periods presented.
**
Information related to the amount of equity in the net profit and loss for the period for the investments
listed has not been included in this schedule. This information is not considered to be meaningful due to the complex capital structures of the portfolio companies, with different classes of equity securities outstanding with different preferences
in liquidation. These investments are not consolidated, nor are they accounted for under the equity method of accounting.
156