Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Management’s Annual Report on Internal Controls Over Financial Reporting
71
Report of Independent Registered Public Accounting Firm
72
Consolidated Statements of Assets and Liabilities as of March 31, 2022 and March 31, 2021
74
Consolidated Statements of Operations for the years ended March 31, 2022 , 2021 and 2020
75
Consolidated Statements of Changes in Net Assets for the years ended March 31, 2022 , 2021 and 2020
76
Consolidated Statements of Cash Flows for the years ended March 31, 2022 , 2021 and 2020
77
Consolidated Schedules of Investments as of March 31, 2022 and March 31, 2021
78
Notes to Consolidated Financial Statements
89
70
Table of Content s
Management’s Annual Report on Internal Control over Financial Reporting
To the Board of Directors and Stockholders of Gladstone Investment Corporation:
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of March 31, 2022, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) . Based on its assessment, management has concluded that our internal control over financial reporting was effective as of March 31, 2022.
May 11, 2022
71
Table of Content s
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Gladstone Investment Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities, including the consolidated schedules of investments, of Gladstone Investment Corporation and its subsidiaries (the “Company”) as of March 31, 2022 and 2021, and the related consolidated statements of operations, of changes in net assets and of cash flows for each of the three years in the period ended March 31, 2022, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) as of March 31, 2022 and 2021 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and 2021, and the results of its operations, changes in its net assets and its cash flows for each of the three years in the period ended March 31, 2022 in conformity with accounting principles generally accepted in the United States of America.
We have also previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of assets and liabilities, including the consolidated schedules of investments, of the Company as of March 31, 2020, 2019, 2018, 2017, 2016, 2015, 2014, and 2013, and the related consolidated statements of operations, changes in net assets and cash flows for the years ended March 31, 2019, 2018, 2017, 2016, 2015, 2014, and 2013 (none of which are presented herein), and we expressed unqualified opinions on those consolidated financial statements. In our opinion, the information set forth in the Senior Securities table of the Company for each of the ten years in the period ended March 31, 2022, appearing on pages 48-50 under Item 5 of this Form 10-K, is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our procedures included confirmation of securities owned as of March 31, 2022 and 2021 by correspondence with the custodian, portfolio company investees, and an escrow agent; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
72
Table of Content s
Valuation of Level 3 Investments
As described in Notes 2 and 3 to the consolidated financial statements, the Company held $714.3 million of total level 3 investments at fair value as of March 31, 2022. Management uses significant unobservable inputs in estimating the fair value of its level 3 investments, including (i) with respect to investments valued using a total enterprise value, portfolio company earnings before interest, taxes, depreciation and amortization (“EBITDA”) and EBITDA multiples, revenue and revenue multiples, or a discounted cash flow analysis using estimated risk-adjusted discount rates; (ii) with respect to investments valued using a yield analysis, a modified discount rate; and (iii) with respect to investments valued using market quotations for which a limited market exists, the lower indicative bid price in the bid-to-ask price range.
The principal considerations for our determination that performing procedures relating to the valuation of level 3 investments is a critical audit matter are (i) the significant judgment by management to determine the fair value of these level 3 investments using a total enterprise value or yield analysis due to the use of significant unobservable inputs, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to the EBITDA and EBITDA multiples and revenue and revenue multiples used in a total enterprise value and the modified discount rate used in a yield analysis, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, either (i) testing management’s process for determining the fair value estimate, including testing the completeness and accuracy of data provided by management, evaluating the appropriateness of management’s valuation methods, and evaluating the reasonableness of the EBITDA and EBITDA multiples and revenue and revenue multiples used in a total enterprise value and the modified discount rate used in a yield analysis by considering current and past performance of the investment, consistency of the unobservable inputs with external market data and evidence obtained in other areas of the audit, and management’s historical forecasting accuracy, or (ii) the involvement of professionals with specialized skill and knowledge to assist in developing an independent fair value estimate for certain level 3 investments and comparison of management’s estimate to the independently developed estimate. Developing an independent fair value estimate involved testing the completeness and accuracy of data provided by management and independently developing significant unobservable inputs related to the EBITDA and EBITDA multiples or revenue and revenue multiples for those investments valued using a total enterprise value.
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
May 11, 2022
We have served as the Company’s auditor since 2005.
73
Table of Content s
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
March 31,
2022 2021
ASSETS
Investments at fair value
Non-Control/Non-Affiliate investments (Cost of $388,773 and $297,400, respectively)
$ 442,124 $ 298,222
Affiliate investments (Cost of $279,855 and $341,651, respectively)
271,559
307,977
Control investments (Cost of $620 and $24,512, respectively)
713
27,630
Cash and cash equivalents
14,190
2,062
Restricted cash and cash equivalents
305
336
Interest receivable
3,042
3,369
Due from administrative agent
6,406
1,164
Deferred financing costs, net
895
1,359
Other assets, net
1,178
1,612
TOTAL ASSETS
$ 740,412
$ 643,731
LIABILITIES
Borrowings:
Line of credit at fair value (Cost of $0 and $22,400, respectively)
$ — $ 22,400
Notes payable, net
256,252 123,883
Secured borrowing
5,096
5,096
Total borrowings
261,348
151,379
Mandatorily redeemable preferred stock, $0.001 par value per share, $25.00 liquidation preference per share; 0 and 5,990,000 shares authorized; 0 and 3,774,853 shares issued and outstanding, respectively, net
—
92,209
Accounts payable and accrued expenses
799
563
Interest payable
2,190
591
Fees due to Adviser (A)
29,288
15,664
Fee due to Administrator (A)
627
577
Other liabilities
330
384
TOTAL LIABILITIES
294,582
261,367
Commitments and contingencies (B)
NET ASSETS
$ 445,830 $ 382,364
ANALYSIS OF NET ASSETS
Common stock, $0.001 par value per share, 100,000,000 shares authorized; 33,205,023 and 33,205,023 shares issued and outstanding, respectively
$ 33 $ 33
Capital in excess of par value
397,948
400,796
Cumulative net unrealized appreciation (depreciation) of investments 45,148
(29,734)
(Overdistributed) underdistributed net investment income
(12,995)
2,592
Accumulated net realized gain in excess of distributions
15,696
8,677
Total distributable earnings
47,849
(18,465)
TOTAL NET ASSETS
$ 445,830
$ 382,364
NET ASSET VALUE PER SHARE
$ 13.43 $ 11.52
(A) Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.
(B) Refer to Note 11 — Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
74
Table of Contents
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Year Ended March 31,
2022 2021 2020
INVESTMENT INCOME
Interest income:
Non-Control/Non-Affiliate investments $ 34,531 $ 26,031 $ 26,744
Affiliate investments 24,617 20,208 21,894
Control investments 500 920 848
Cash and cash equivalents 1 5 68
Total interest income 59,649 47,164 49,554
Dividend income:
Non-Control/Non-Affiliate investments 6 910 6,351
Affiliate investments 2,589 6,165 3,080
Total dividend income 2,595 7,075 9,431
Success fee income:
Non-Control/Non-Affiliate investments 2,647 871 818
Affiliate investments 7,661 1,517 2,121
Total success fee income 10,308 2,388 2,939
Total investment income
72,552 56,627 61,924
EXPENSES
Base management fee (A)
14,113 12,115 12,145
Loan servicing fee (A)
7,178 7,082 6,859
Incentive fee (A)
26,360 8,778 (2,380)
Administration fee (A)
1,806 1,619 1,476
Interest expense on borrowings 13,078 4,440 3,958
Dividends on mandatorily redeemable preferred stock 2,306 8,674 8,359
Amortization of deferred financing costs and discounts 1,803 1,750 1,492
Professional fees 1,431 1,935 1,881
Other general and administrative expenses 3,162 2,327 3,067
Expenses before credits from Adviser 71,237 48,720 36,857
Credits to base management fee – loan servicing fee (A)
(7,178) (7,082) (6,859)
Credits to fees from Adviser - other (A)
(6,497) (2,949) (4,436)
Total expenses, net of credits to fees 57,562 38,689 25,562
NET INVESTMENT INCOME
$ 14,990 $ 17,938 $ 36,362
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss):
Non-Control/Non-Affiliate investments $ 256 $ 6,401 $ 36,991
Affiliate investments 14,186 4,973 7,812
Other (1,998) (782) —
Total net realized gain 12,444 10,592 44,803
Taxes on deemed distribution of long-term capital gains
— — (10,260)
Net unrealized appreciation (depreciation):
Non-Control/Non-Affiliate investments 52,529 (14,718) (44,208)
Affiliate investments 25,378 30,170 (46,781)
Control investments (3,025) (1,528) 12,850
Total net unrealized appreciation (depreciation) 74,882 13,924 (78,139)
Net realized and unrealized gain (loss), net of taxes on deemed distribution of long-term capital gains 87,326 24,516 (43,596)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ 102,316 $ 42,454 $ (7,234)
BASIC AND DILUTED PER COMMON SHARE:
Net investment income
$ 0.45 $ 0.54 $ 1.11
Net increase (decrease) in net assets resulting from operations
$ 3.08 $ 1.28 $ (0.22)
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted 33,205,023 33,176,760 32,865,840
(A) Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
75
Table of Contents
G LADSTONE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(IN THOUSANDS)
Year Ended March 31,
2022 2021 2020
NET ASSETS, BEGINNING OF YEAR
$ 382,364 $ 369,031 $ 407,110
OPERATIONS
Net investment income $ 14,990 $ 17,938 $ 36,362
Net realized gain on investments 14,442 11,374 44,803
Taxes on deemed distributions of long-term capital gains — — (10,260)
Net realized loss on other (1,998) (782) —
Net unrealized appreciation (depreciation) of investments 74,882 13,924 (78,139)
Net increase (decrease) in net assets from operations
102,316 42,454 (7,234)
DISTRIBUTIONS (A)
Distributions to common stockholders from net investment income ( $0.91 , $0.83, and $0.75 per share, respectively)
(30,244) (27,407) (24,790)
Distributions to common stockholders from realized gains ( $0.26 , $0.10, and $0.28 per share, respectively)
(8,606) (3,451) (9,130)
Net decrease in net assets from distributions
(38,850) (30,858) (33,920)
CAPITAL ACTIVITY
Issuance of common stock
— 1,772 3,131
Discounts, commissions, and offering costs for issuance of common stock
— (35) (56)
Net increase in net assets from capital activity
— 1,737 3,075
TOTAL INCREASE (DECREASE) IN NET ASSETS
63,466 13,333 (38,079)
NET ASSETS, END OF YEAR (A)
$ 445,830 $ 382,364 $ 369,031
(A) Refer to Note 9 — Distributions to Common Stockholders in the accompanying Notes to Consolidated Financial Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
76
Table of Contents
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year Ended March 31,
2022 2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase (decrease) in net assets resulting from operations
$ 102,316 $ 42,454 $ (7,234)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash (used in) provided by operating activities:
Purchase of investments
(92,738) (95,272) (145,449)
Principal repayments of investments
51,398 20,734 79,997
Net proceeds from the sale of investments
50,018 31,047 89,943
Net realized gain on investments
(14,442) (11,374) (44,803)
Net realized loss on other
1,998 782 —
Net unrealized (appreciation) depreciation of investments
(74,882) (13,924) 78,139
Amortization of premiums, discounts, and acquisition costs, net
(18) (18) (18)
Amortization of deferred financing costs and discounts
1,803 1,750 1,492
Bad debt expense, net of recoveries
792 88 433
Changes in assets and liabilities:
(Increase) decrease in interest receivable
(131) 16 (621)
(Increase) decrease in due from administrative agent
(5,242) (393) 514
Decrease (increase) in other assets, net
209 (19) —
Increase (decrease) in accounts payable and accrued expenses
236 (521) 376
Increase (decrease) in interest payable
1,599 453 (46)
Increase (decrease) in fees due to Adviser (A)
13,588 8,442 (17,546)
Increase (decrease) in fee due to Administrator (A)
50 (5) 238
Increase (decrease) in other liabilities
45 (13,972) (106)
Net cash provided by (used in) by operating activities 36,599 (29,732) 35,309
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock
— 1,772 3,131
Discounts, commissions, and offering costs for issuance of common stock
— (31) (56)
Proceeds from line of credit
111,700 125,900 188,300
Repayments on line of credit
(134,100) (152,700) (192,100)
Proceeds from issuance of notes payable
134,550 127,938 —
Proceeds from issuance of mandatorily redeemable preferred stock
— 19,276 —
Redemption of mandatorily redeemable preferred stock
(94,371) (57,500) —
Deferred financing and offering costs
(3,431) (5,727) (209)
Distributions paid to common stockholders
(38,850) (30,858) (33,920)
Net cash (used in) provided by financing activities
(24,502) 28,070 (34,854)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS
12,097 (1,662) 455
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF YEAR
2,398 4,060 3,605
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, END OF YEAR
$ 14,495 $ 2,398 $ 4,060
CASH PAID FOR INTEREST
$ 9,837 $ 3,169 $ 2,362
(A) Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.
Supplemental disclosures of non-cash operating activities:
• In March 2022, we restructured our existing first lien term loan to J.R. Hobbs with a total cost basis of $36.0 million into a new $26.0 million first lien term loan, which resulted in a realized loss of $10.0 million.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
77
Table of Contents
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
MARCH 31, 2022
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(I)
Cost Fair Value
NON-CONTROL/NON-AFFILIATE INVESTMENTS (M) – 99.2%
Secured First Lien Debt – 52.4%
Diversified/Conglomerate Manufacturing – 1.1%
Phoenix Door Systems, Inc – Line of Credit, $150 available (L+7.0%, 9.0% Cash (0.3% Unused Fee), Due 3/2024) (J)
$ 2,000 $ 2,000 $ 1,920
Phoenix Door Systems, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 9/2024) (J)
3,200 3,200 3,072
5,200 4,992
Diversified/Conglomerate Services – 28.8%
Bassett Creek Services, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 4/2023) (K)
48,000 48,000 48,000
Counsel Press, Inc. – Term Debt (L+11.8%, 12.8% Cash, Due 3/2023) (K)
21,100 21,100 21,100
Counsel Press, Inc. – Term Debt (L+13.0%, 14.0% Cash, Due 3/2023) (K)
6,400 6,400 6,400
Horizon Facilities Services, Inc. – Term Debt (L+9.5%, 12.0% Cash, Due 6/2024) (K)
27,700 27,700 27,700
Mason West, LLC – Term Debt (L+10.0%, 12.5% Cash, Due 7/2025) (K)
25,250 25,250 25,250
128,450 128,450
Healthcare, Education, and Childcare – 4.5%
Educators Resource, Inc. – Term Debt (L+10.5%, 13.0% Cash, Due 11/2023) (K)
20,000 20,000 20,000
Home and Office Furnishings, Housewares, and Durable Consumer Products – 5.5%
Brunswick Bowling Products, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 1/2023) (K)
17,700 17,700 17,700
Brunswick Bowling Products, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 1/2023) (K)
6,850 6,850 6,850
24,550 24,550
Hotels, Motels, Inns, and Gaming Total – 6.2%
Nocturne Villa Rentals, Inc. – Line of Credit, $2,000 available (L+8.0%, 10.0% Cash, Due 6/2023) (K)
— — —
Nocturne Villa Rentals, Inc. – Term Debt (L+10.5%, 12.5% Cash, Due 6/2026) (K)
27,700 27,700 27,700
27,700 27,700
Leisure, Amusement, Motion Pictures, and Entertainment – 6.3%
Schylling, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 5/2025) (K)
27,981 27,981 27,981
Total Secured First Lien Debt $ 233,881 $ 233,673
Secured Second Lien Debt – 15.0%
Aerospace and Defense – 5.7%
Galaxy Technologies Holdings, Inc. – Term Debt (L+4.1%, 7.1% Cash, Due 10/2026) (K)
$ 6,500 $ 6,500 $ 6,500
Galaxy Technologies Holdings, Inc. – Term Debt (L+7.0%, 10.0% Cash, Due 10/2026) (K)
18,796 18,796 18,796
25,296 25,296
Automobile – 0.3%
Country Club Enterprises, LLC – Term Debt (L+8.0%, 10.0% Cash, Due 7/2027) (J)
1,500 1,500 1,498
Country Club Enterprises, LLC - Guaranty ($1,000) (Q)
— — —
1,500 1,498
Cargo Transport – 2.9%
Diligent Delivery Systems – Term Debt (L+9.0%, 11.0% Cash, Due 11/2022) (J)
13,000 12,987 13,000
Home and Office Furnishings, Housewares, and Durable Consumer Products – 3.0%
Ginsey Home Solutions, Inc. – Term Debt (L+10.0%, 13.5% Cash, Due 1/2025) (H)(K)
13,300 13,300 13,300
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 3.1%
SFEG Holdings, Inc. – Term Debt (L+7.0%, 9.0% Cash, Due 11/2024) (G)(J)
3,128 3,128 2,909
SFEG Holdings, Inc. – Term Debt (L+7.0%, 9.0% Cash, Due 11/2024) (G)(J)
11,736 11,736 10,914
14,864 13,823
Total Secured Second Lien Debt $ 67,947 $ 66,917
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
78
Table of Contents
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2022
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(I)
Cost Fair Value
Preferred Equity – 31.4%
Diversified/Conglomerate Services – 15.2%
Bassett Creek Services, Inc. – Preferred Stock (C)(K)
4,900 $ 4,900 $ 17,150
Counsel Press, Inc. – Preferred Stock (C)(K)
6,995 6,995 25,374
Horizon Facilities Services, Inc. – Preferred Stock (C)(K)
10,080 10,080 17,807
Mason West, LLC – Preferred Stock (C)(K)
11,206 11,206 7,553
33,181 67,884
Healthcare, Education, and Childcare – 4.3%
Educators Resource, Inc. – Preferred Stock (C)(K)
8,560 8,560 19,252
Home and Office Furnishings, Housewares, and Durable Consumer Products – 5.6%
Brunswick Bowling Products, Inc. – Preferred Stock (C)(K)
6,653 6,653 21,485
Ginsey Home Solutions, Inc. – Preferred Stock (C)(K)
19,280 9,583 3,263
16,236 24,748
Hotels, Motels, Inns, and Gaming Total – 2.3%
Nocturne Villa Rentals, Inc. – Preferred Stock (C)(K)
6,600 6,600 10,223
Leisure, Amusement, Motion Pictures, and Entertainment – 4.0%
Schylling, Inc. – Preferred Stock (C)(K)
4,000 4,000 17,820
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.0%
SFEG Holdings, Inc. – Preferred Stock (C)(K)
29,577 4,643 —
Total Preferred Equity
$ 73,220 $ 139,927
Common Equity/Equivalents – 0.4%
Aerospace and Defense – 0.0%
Galaxy Technologies Holdings, Inc. – Common Stock (C)(K)
16,957 $ 11,513 $ —
Cargo Transport – 0.4%
Diligent Delivery Systems – Common Stock Warrants (C)(K)
8 % 500 1,533
Diversified/Conglomerate Manufacturing– 0.0%
Phoenix Door Systems, Inc. – Common Stock (C)(K)
3,195 1,452 —
Home and Office Furnishings, Housewares, and Durable Consumer Products – 0.0%
Ginsey Home Solutions, Inc. – Common Stock (C)(K)
63,747 8 —
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.0%
SFEG Holdings, Inc. – Common Stock (C)(K)
221,500 222 —
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%
Funko Acquisition Holdings, LLC (L) – Common Units (C)(P)
6,290 30 74
Total Common Equity/Equivalents $ 13,725 $ 1,607
Total Non-Control/Non-Affiliate Investments $ 388,773 $ 442,124
AFFILIATE INVESTMENTS (N) – 60.8%
Secured First Lien Debt – 42.9%
Chemicals, Plastics, and Rubber – 6.0%
PSI Molded Plastics, Inc. – Term Debt (L+5.5%, 7.0% Cash, Due 1/2024) (K)
$ 26,618 $ 26,618 $ 26,618
Diversified/Conglomerate Manufacturing – 2.0%
Edge Adhesives Holdings, Inc. (L) – Term Debt (L+5.5%, 7.5% Cash, Due 8/2024) (J)
9,210 9,210 9,072
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
79
Table of Contents
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2022
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(I)
Cost Fair Value
Diversified/Conglomerate Services – 20.5%
ImageWorks Display and Marketing Group, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 11/2022) (K)
22,000 22,000 22,000
J.R. Hobbs Co. - Atlanta, LLC - Term Debt (L+6.0%, 8.0% Cash, Due 10/2024) (G)(K)
16,500 16,500 15,023
J.R. Hobbs Co. - Atlanta, LLC – Term Debt (L+10.3%, 11.8% Cash, Due 10/2024) (G)(K)
26,000 26,000 23,672
J.R. Hobbs Co. - Atlanta, LLC – Term Debt (L+6.0%, 8.0% Cash, Due 3/2023) (G)(K)
2,438 2,438 2,219
J.R. Hobbs Co. - Atlanta, LLC - Guaranty ($9,250) (Q)
— — —
The Maids International, LLC – Term Debt (L+10.5%, 12.0% Cash, Due 3/2025) (K)
28,560 28,560 28,560
95,498 91,474
Home and Office Furnishings, Housewares, and Durable Consumer Products – 5.6%
Old World Christmas, Inc. – Secured First Lien Term Loan (L+9.5%, 11.0% Cash, Due 12/2025) (K)
25,000 25,000 25,000
Mining, Steel, Iron and Non-Precious Metals Total – 4.1%
Utah Pacific Bridge & Steel, Ltd., $2,000 available (L+8.5%, 10.0% Cash, Due 7/2022) (K)
— — —
Utah Pacific Bridge & Steel, Ltd. (L+10.0%, 11.5% Cash, Due 7/2026) (K)
18,250 18,250 18,250
18,250 18,250
Personal and Non-Durable Consumer Products (Manufacturing Only) – 1.0%
The Mountain Corporation – Line of Credit, $0 available (L+5.0%, 9.0% Cash, Due 5/2022) (G)(K)
3,400 3,400 3,400
The Mountain Corporation – Line of Credit, $100 available (L+5.0%, 9.0% Cash, Due 5/2023) (G)(K)
800 800 800
4,200 4,200
Telecommunications – 3.7%
B+T Group Acquisition, Inc. (L) – Line of Credit, $0 available (L+11.0%, 13.0% Cash, Due 12/2024) (K)
2,800 2,800 2,800
B+T Group Acquisition, Inc. (L) – Term Debt (L+11.0%, 13.0% Cash, Due 12/2024) (K)
14,000 14,000 14,000
16,800 16,800
Total Secured First Lien Debt $ 195,576 $ 191,414
Secured Second Lien Debt – 0.2%
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.2%
The Mountain Corporation – Term Debt (L+4.0%, 7.0% Cash, Due 4/2024) (G)(K)
$ 11,700 $ 11,700 $ 923
The Mountain Corporation – Delayed Draw Term Debt, $0 available (L+4.0%, 7.0% Cash, Due 4/2024) (G)(K)
1,500 1,500 118
$ 13,200 1,041
Total Secured Second Lien Debt
$ 13,200 $ 1,041
Preferred Equity – 17.4%
Chemicals, Plastics, and Rubber – 0.0%
PSI Molded Plastics, Inc. – Preferred Stock (C)(K)
158,598 $ 19,730 $ —
Diversified/Conglomerate Manufacturing – 0.0%
Edge Adhesives Holdings, Inc. (L) – Preferred Stock (C)(K)
8,199 8,199 —
Diversified/Conglomerate Services – 4.3%
ImageWorks Display and Marketing Group, Inc. – Preferred Stock (C)(K)
67,490 6,749 16,405
J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock (C)(K)
10,920 10,920 —
The Maids International, LLC – Preferred Stock (C)(K)
6,640 6,640 2,679
24,309 19,084
Home and Office Furnishings, Housewares, and Durable Consumer Products – 8.5%
Old World Christmas, Inc. – Preferred Stock (C)(K)
6,180 — 37,842
Mining, Steel, Iron and Non-Precious Metals –1.3%
Utah Pacific Bridge & Steel, Ltd. - Preferred Stock (C)(K)
6,000 6,000 6,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
80
Table of Contents
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2022
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(I)
Cost Fair Value
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%
The Mountain Corporation – Preferred Stock (C)(K)
6,899 6,899 —
Telecommunications – 3.3%
B+T Group Acquisition, Inc. (L) – Preferred Stock (C)(K)
14,304 4,722 14,746
Total Preferred Equity $ 69,859 $ 77,672
Common Equity/Equivalents – 0.3%
Diversified/Conglomerate Services – 0.1%
Nth Degree Investment Group, LLC – Common Stock (C)(K)
14,360,000 $ 1,219 $ 511
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%
The Mountain Corporation – Common Stock (C)(K)
751 1 —
Telecommunications – 0.2%
B+T Group Acquisition, Inc. (L) – Common Stock Warrants (C)(K)
3.5 % — 921
Total Common Equity/Equivalents 1,220 1,432
Total Affiliate Investments $ 279,855 $ 271,559
CONTROL INVESTMENTS (O) – 0.2%:
Common Equity/Equivalents – 0.2%
Leisure, Amusement, Motion Pictures, and Entertainment – 0.2%
Gladstone SOG Investments, Inc. - Common Stock (C)(K)
100 620 713
Total Common Equity/Equivalents $ 620 $ 713
Total Control Investments $ 620 $ 713
TOTAL INVESTMENTS – 160.2% (R)
$ 669,248 $ 714,396
(A) Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, totaling $537.5 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, 2022, our investment in Funko Acquisition Holdings, LLC ("Funko") was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1% of total investments, at fair value.
(B) Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate ("LIBOR" or "L"), which was 0.5% as of March 31, 2022. 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 30-day LIBOR plus a spread. Due dates represent the contractual maturity date.
(C) Security is non-income producing.
(D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of March 31, 2022.
(E) Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") 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) Debt security is on non-accrual status.
(H) $5.1 million of the debt security was participated to a third-party, but is accounted for as collateral for a secured borrowing under accounting principles generally accepted in the U.S. and presented as Secured borrowing on our accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2022.
(I) 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.
(J) Fair value was based on internal yield analysis or on estimates of value submitted by ICE Data Pricing and Reference Data, LLC. Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(K) Fair value was based on the total enterprise value of the portfolio company, which is generally allocated to the portfolio company’s securities in order of their relative priority in the capital structure. Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
81
Table of Contents
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2022
(DOLLAR AMOUNTS IN THOUSANDS)
(L) One of our affiliated funds, Gladstone Capital Corporation, co-invested with us in this portfolio company pursuant to an exemptive order granted by the U.S. Securities and Exchange Commission.
(M) Non-Control/Non-Affiliate investments, as defined by the 1940 Act, are those that are neither Control nor Affiliate investments and in which we own less than 5.0% of the issued and outstanding voting securities.
(N) Affiliate investments, as defined by the 1940 Act, are those that are not Control investments and in which we own, with the power to vote, between and inclusive of 5.0% and 25.0% of the issued and outstanding voting securities.
(O) Control investments, as defined by the 1940 Act, are those where we have the power to exercise a controlling influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.
(P) Our investment in Funko was valued using Level 2 inputs within the ASC 820 fair value hierarchy. Our common units in Funko are convertible into class A common stock in Funko, Inc. upon meeting certain requirements. Fair value was based on the closing market price of shares of Funko, Inc. as of the reporting date, less a discount for lack of marketability. Funko, Inc. is traded on the Nasdaq Global Select Market under the trading symbol “FNKO.” Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(Q) Refer to Note 11— Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information regarding this guaranty.
(R) Cumulative gross unrealized appreciation for federal income tax purposes is $140.8 million; cumulative gross unrealized depreciation for federal income tax purposes is $97.1 million. Cumulative net unrealized appreciation is $43.8 million, based on a tax cost of $670.6 million.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
82
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS
MARCH 31, 2021
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(J)
Cost Fair Value
NON-CONTROL/NON-AFFILIATE INVESTMENTS (N) – 77.9%
Secured First Lien Debt – 48.9%
Diversified/Conglomerate Manufacturing – 1.1%
Phoenix Door Systems, Inc. – Line of Credit, $0 available (L+7.0%, 9.0% Cash (0.3% Unused Fee), Due 3/2022) (L)
$ 1,150 $ 1,150 $ 1,150
Phoenix Door Systems, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 9/2024) (L)
3,200 3,200 3,200
4,350 4,350
Diversified/Conglomerate Services – 30.6%
Bassett Creek Services, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 4/2023) (K)
37,500 37,500 36,656
Counsel Press, Inc. – Term Debt (L+11.8%, 12.8% Cash, Due 3/2023) (L)
21,100 21,100 21,100
Counsel Press, Inc. – Term Debt (L+13.0%, 14.0% Cash, Due 3/2023) (L)
6,400 6,400 6,400
Horizon Facilities Services, Inc. – Term Debt (L+9.5%, 12.0% Cash, Due 6/2024) (G)(L)
27,700 27,700 27,700
Mason West, LLC – Line of Credit, $3,000 available (L+8.0%, 10.0% Cash, Due 7/2021) (L)
— — —
Mason West, LLC – Term Debt (L+10.0%, 12.5% Cash, Due 7/2025) (L)
25,250 25,250 25,250
117,950 117,106
Healthcare, Education, and Childcare – 5.2%
Educators Resource, Inc. – Term Debt (L+10.5%, 13.0% Cash, Due 11/2023) (L)
20,000 20,000 20,000
Home and Office Furnishings, Housewares, and Durable Consumer Products – 6.4%
Brunswick Bowling Products, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 1/2023) (L)
17,700 17,700 17,700
Brunswick Bowling Products, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 1/2023) (L)
6,850 6,850 6,850
24,550 24,550
Leisure, Amusement, Motion Pictures, and Entertainment – 5.6%
Schylling, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 8/2024) (L)
13,081 13,081 13,081
Schylling, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 8/2024) (L)
8,500 8,500 8,500
21,581 21,581
Total Secured First Lien Debt
$ 188,431 $ 187,587
Secured Second Lien Debt – 11.0%
Automobile – 1.0%
Country Club Enterprises, LLC – Term Debt (L+8.0%, 10.0% Cash, Due 2/2022) (K)
$ 4,000 $ 4,000 $ 3,890
Country Club Enterprises, LLC – Guaranty ($1,000) (T)
— — —
4,000 3,890
Cargo Transport – 3.4%
Diligent Delivery Systems – Term Debt (L+9.0%, 11.0% Cash, Due 11/2022) (Q)
13,000 12,970 13,000
Home and Office Furnishings, Housewares, and Durable Consumer Products – 3.5%
Ginsey Home Solutions, Inc. – Term Debt (L+10.0%, 13.5% Cash, Due 1/2025) (H)(L)
13,300 13,300 13,300
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 3.1%
SBS Industries Holdings, Inc. – Term Debt (L+7.0%, 9.0% Cash, Due 11/2024) (L)
11,736 11,736 11,736
Total Secured Second Lien Debt
$ 42,006 $ 41,926
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
83
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2021
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(J)
Cost Fair Value
Preferred Equity – 17.3%
Diversified/Conglomerate Services – 9.2%
Bassett Creek Services, Inc. – Preferred Stock (C)(L)
4,900 $ 4,900 $ —
Counsel Press, Inc. – Preferred Stock (C)(L)
6,995 6,995 21,348
Horizon Facilities Services, Inc. – Preferred Stock (C)(L)
10,080 10,080 3,663
Mason West, LLC – Preferred Stock (C)(L)
11,206 11,206 9,774
33,181 34,785
Healthcare, Education, and Childcare – 2.9%
Educators Resource, Inc. – Preferred Stock (C)(L)
8,560 8,560 11,194
Home and Office Furnishings, Housewares, and Durable Consumer Products – 2.5%
Brunswick Bowling Products, Inc. – Preferred Stock (C)(L)
6,653 6,653 1,015
Ginsey Home Solutions, Inc. – Preferred Stock (C)(L)
19,280 9,583 8,550
16,236 9,565
Leisure, Amusement, Motion Pictures, and Entertainment – 2.1%
Schylling, Inc. – Preferred Stock (C)(L)
4,000 4,000 7,936
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.6%
SBS Industries Holdings, Inc. – Preferred Stock (C)(L)
27,705 2,771 2,463
Total Preferred Equity
$ 64,748 $ 65,943
Common Equity/Equivalents – 0.7%
Cargo Transport – 0.6%
Diligent Delivery Systems – Common Stock Warrants (C)(Q)
8 %
$ 500 $ 2,211
Diversified/Conglomerate Manufacturing – 0.1%
Phoenix Door Systems, Inc. – Common Stock (C)(L)
3,195 1,452 460
Home and Office Furnishings, Housewares, and Durable Consumer Products – 0.0%
Ginsey Home Solutions, Inc. – Common Stock (C)(L)
63,747 8 —
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.0%
SBS Industries Holdings, Inc. – Common Stock (C)(L)
221,500 222 —
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%
Funko Acquisition Holdings, LLC (M) – Common Units (C)(S)
7,178 33 95
Total Common Equity/Equivalents
$ 2,215 $ 2,766
Total Non-Control/Non-Affiliate Investments $ 297,400 $ — $ 298,222
AFFILIATE INVESTMENTS (O) – 80.9%
Secured First Lien Debt – 47.6%
Beverage, Food, and Tobacco – 2.4%
Head Country, Inc. – Term Debt (L+10.5%, 12.5% Cash, Due 2/2023) (L)
$ 9,050 $ 9,050 $ 9,050
Chemicals, Plastics, and Rubber – 6.0%
PSI Molded Plastics, Inc. – Term Debt (L+5.5%, 7.0% Cash, Due 1/2024) (L)
26,618 26,618 22,985
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
84
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2021
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(J)
Cost Fair Value
Diversified/Conglomerate Manufacturing – 5.4%
D.P.M.S., Inc. – Line of Credit, $0 available (L+6.5%, 9.0% Cash (0.5% Unused Fee), Due 10/2023) (L)
1,500 1,500 1,500
D.P.M.S., Inc. – Term Debt (10.0% Cash, Due 10/2023) (I)(L)
10,796 10,796 5,751
Edge Adhesives Holdings, Inc. (M) – Line of Credit, $0 available (L+8.0%, 10.0% Cash, Due 9/2021) (K)
1,020 1,020 1,005
Edge Adhesives Holdings, Inc. (M) – Term Debt (L+10.5%, 12.5% Cash, Due 2/2022) (K)
9,300 9,300 9,161
Edge Adhesives Holdings, Inc. (M) – Term Debt (L+11.8%, 13.8% Cash, Due 2/2022) (K)
3,000 3,000 2,955
25,616 20,372
Diversified/Conglomerate Services – 13.3%
ImageWorks Display and Marketing Group, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 11/2022) (L)
22,000 22,000 22,000
The Maids International, LLC – Term Debt (L+10.5%, 12.0% Cash, Due 3/2025) (L)
28,560 28,560 28,560
50,560 50,560
Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.1%
Old World Christmas, Inc. – Secured First Lien Term Loan (L+9.5%, 11.0% Cash, Due 12/2025) (L)
27,000 27,000 27,000
Leisure, Amusement, Motion Pictures, and Entertainment – 2.3%
SOG Specialty Knives & Tools, LLC – Term Debt (Due 12/2023) (L)(R)
538 538 538
SOG Specialty Knives & Tools, LLC – Term Debt (L+4.0%, 6.0% Cash, Due 12/2023) (L)
8,399 8,399 8,399
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) (G)(L)
3,400 3,400 3,400
Pioneer Square Brands, Inc. – Term Debt (L+12.0%, 13.0% Cash, Due 8/2022) (Q)
23,100 23,100 23,215
26,500 26,615
Telecommunications – 4.1%
B+T Group Acquisition, Inc. (M) – Line of Credit, $0 available (L+11.0%, 13.0% Cash, Due 12/2021) (G)(K)
2,800 2,800 2,597
B+T Group Acquisition, Inc. (M) – Term Debt (L+11.0%, 13.0% Cash, Due 12/2021) (G)(K)
14,000 14,000 12,985
16,800 15,582
Total Secured First Lien Debt $ 191,081 $ 181,101
Secured Second Lien Debt – 12.6%
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) (K)
$ 10,000 $ 10,000 $ 9,975
J.R. Hobbs Co. – Atlanta, LLC – Term Debt (L+10.3%, 11.8% Cash, Due 10/2024) (K)
36,000 36,000 35,910
46,000 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) (G)(L)
11,700 11,700 1,849
The Mountain Corporation – Delayed Draw Term Debt, $0 available (L+4.0%, 7.0% Cash, Due 4/2024) (G)(L)
1,500 1,500 237
13,200 2,086
Total Secured Second Lien Debt
$ 59,200 $ 47,971
Preferred Equity – 20.7%
Beverage, Food, and Tobacco – 1.7%
Head Country, Inc. – Preferred Stock (C)(L)
4,000 $ 4,000 $ 6,469
Chemicals, Plastics, and Rubber – 0.0%
PSI Molded Plastics, Inc. – Preferred Stock (C)(L)
158,598 19,730 —
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
85
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2021
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(J)
Cost Fair Value
Diversified/Conglomerate Manufacturing – 0.0%
Channel Technologies Group, LLC – Preferred Stock (C)(L)
2,279 1,841 —
Edge Adhesives Holdings, Inc. (M) – Preferred Stock (C)(L)
8,199 8,199 —
10,040 —
Diversified/Conglomerate Services – 3.5%
ImageWorks Display and Marketing Group, Inc. – Preferred Stock (C)(L)
67,490 6,749 9,819
J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock (C)(L)
10,920 10,920 —
The Maids International, LLC – Preferred Stock (C)(L)
6,640 6,640 3,560
24,309 13,379
Home and Office Furnishings, Housewares, and Durable Consumer Products – 5.3%
Old World Christmas, Inc. – Preferred Stock (C)(L)
6,180 — 20,248
Leisure, Amusement, Motion Pictures, and Entertainment – 1.8%
SOG Specialty Knives & Tools, LLC – Preferred Stock (C)(L)
14,949 14,949 6,754
Personal and Non-Durable Consumer Products (Manufacturing Only) – 8.4%
The Mountain Corporation – Preferred Stock (C)(L)
6,899 6,899 —
Pioneer Square Brands, Inc. – Preferred Stock (C)(Q)
5,502 5,500 32,055
12,399 32,055
Telecommunications – 0.0%
B+T Group Acquisition, Inc. (M) – Preferred Stock (C)(L)
14,304 4,722 —
Total Preferred Equity
$ 90,149 $ 78,905
Common Equity/Equivalents – 0.0%
Diversified/Conglomerate Manufacturing – 0.0%
Channel Technologies Group, LLC – Common Stock (C)(L)
2,319,184 $ — $ —
D.P.M.S., Inc. – Common Stock (C)(L)
627 1 —
1 —
Diversified/Conglomerate Services – 0.0%
Nth Degree Investment Group, LLC – Common Stock (C)(L)
14,360,000 1,219 —
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%
The Mountain Corporation – Common Stock (C)(L)
751 1 —
Telecommunications – 0.0%
B+T Group Acquisition, Inc. (M) – Common Stock Warrant (C)(L)
3.5 % — —
Total Common Equity/Equivalents $ 1,221 $ —
Total Affiliate Investments $ 341,651 $ 307,977
CONTROL INVESTMENTS (P) – 7.2%:
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
86
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2021
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
Principal/Shares/
Units (F)(J)
Cost Fair Value
Secured Second Lien Debt – 3.4%
Aerospace and Defense – 3.4%
Galaxy Technologies, Inc. – Line of Credit, $0 available (L+4.5%, 6.5% Cash (0.5% Unused Fee), Due 8/2023) (L)
$ 5,000 $ 5,000 $ 5,000
Galaxy Technologies, Inc. – Term Debt (L+6.0%, 10.0% Cash, Due 8/2023) (L)
8,000 8,000 8,000
$ 13,000 $ 13,000
Preferred Equity – 3.8%
Aerospace and Defense – 3.8%
Galaxy Technologies, Inc. – Preferred Stock (C)(L)
5,517,444 $ 11,464 $ 14,630
Common Equity – 0.0%
Aerospace and Defense – 0.0%
Galaxy Technologies, Inc. – Common Stock (C)(L)
88,843 $ 48 $ —
Total Control Investments $ 24,512 $ 27,630
TOTAL INVESTMENTS – 166.0%
$ 663,563 $ 633,829
(A) Certain of the securities listed 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 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 was considered a non-qualifying asset under Section 55 of the 1940 Act and represented less than 0.1% of total investments, at fair value.
(B) Unless indicated otherwise, all cash interest rates are indexed to 30-day 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 30-day LIBOR plus a spread. Due dates represent the contractual maturity date.
(C) Security is non-income producing.
(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 FASB ASC 820 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) Debt security is on non-accrual status.
(H) $5.1 million of the debt security was participated to a third-party, but is accounted for as collateral for a secured borrowing under accounting principles generally accepted in the U.S. and presented as Secured borrowing on our accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2021.
(I) Debt security has a fixed interest rate.
(J) 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.
(K) Fair value was based on internal yield analysis or on estimates of value submitted by ICE Data Pricing and Reference Data, LLC. Refer to Note 3 — Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(L) Fair value was based on the total enterprise value of the portfolio company, which is generally allocated to the portfolio company’s securities in order of their relative priority in the capital structure. Refer to Note 3 — Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(M) One of our affiliated funds, Gladstone Capital Corporation, co-invested with us in this portfolio company pursuant to an exemptive order granted by the U.S. Securities and Exchange Commission.
(N) Non-Control/Non-Affiliate investments, as defined by the 1940 Act, are those that are neither Control nor Affiliate investments and in which we own less than 5.0% of the issued and outstanding voting securities.
(O) Affiliate investments, as defined by the 1940 Act, are those that are not Control investments and in which we own, with the power to vote, between and inclusive of 5.0% and 25.0% of the issued and outstanding voting securities.
(P) Control investments, as defined by the 1940 Act, are those where we have the power to exercise a controlling influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.
(Q) Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to occur imminently.
(R) Debt security does not have a stated current interest rate.
(S) Our investment in Funko was valued using Level 2 inputs within the ASC 820 fair value hierarchy. Our common units in Funko are convertible into class A common stock in Funko, Inc. upon meeting certain requirements. Fair value was based on the closing market price of shares of Funko, Inc. as of the reporting date, less a discount for lack of marketability. Funko, Inc. is traded on the Nasdaq Global Select Market under the trading symbol “FNKO.” Refer to Note 3 — Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
87
GLADSTONE INVESTMENT CORPORATION
CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
MARCH 31, 2021
(DOLLAR AMOUNTS IN THOUSANDS)
(T) Refer to Note 11 — Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information regarding this guaranty.
(V) Cumulative gross unrealized depreciation for federal income tax purposes is $109.0 million; cumulative gross unrealized appreciation for federal income tax purposes is $78.5 million. Cumulative net unrealized depreciation is $30.5 million, based on a tax cost of $664.3 million.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
88
Table of Contents
GLADSTONE INVESTMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA AND AS OTHERWISE INDICATED)
NOTE 1. ORGANIZATION
Gladstone Investment Corporation (“Gladstone Investment”) was incorporated under the General Corporation Law of the State of Delaware on February 18, 2005, and completed an initial public offering on June 22, 2005. The terms “the Company,” “we,” “our” and “us” all refer to Gladstone Investment and its consolidated subsidiaries. We are an externally advised, closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and are applying the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, “ Financial Services-Investment Companies” (“ASC 946”). In addition, we have elected to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). We were established for the purpose of investing in debt and equity securities of established private businesses in the United States (“U.S.”). Debt investments primarily take the form of two types of loans: secured first lien loans and secured second lien loans. Equity investments primarily take the form of preferred or common equity (or warrants or options to acquire the foregoing), often in connection with buyouts and other recapitalizations. Our investment objectives are to: (i) achieve and grow current income by investing in debt securities of established businesses that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness and make distributions to stockholders that grow over time, and (ii) provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities of established businesses, generally in combination with the aforementioned debt securities, that we believe can grow over time to permit us to sell our equity investments for capital gains. We intend that our investment portfolio over time will consist of approximately 75.0% in debt investments and 25.0% in equity investments, at cost. As of March 31, 2022, our investment portfolio was comprised of 76.3% in debt securities and 23.7% in equity securities, at cost.
Gladstone Business Investment, LLC (“Business Investment”), a wholly-owned subsidiary of ours, was established on August 11, 2006 for the sole purpose of holding certain investments pledged as collateral under our line of credit. The financial statements of Business Investment are consolidated with those of Gladstone Investment.
We are externally managed by Gladstone Management Corporation (the “Adviser”), an affiliate of ours and a U.S. Securities and Exchange Commission (“SEC”) registered investment adviser, pursuant to an investment advisory and management agreement (the “Advisory Agreement”). Administrative services are provided by Gladstone Administration, LLC (the “Administrator”), an affiliate of ours and the Adviser, pursuant to an administration agreement (the “Administration Agreement”). Refer to Note 4 — Related Party Transactions for more information regarding these arrangements.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Consolidated Financial Statements and these accompanying notes are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and conform to the applicable requirements of Regulation S-X. Management believes it has made all necessary adjustments so that our accompanying Consolidated Financial Statements are presented fairly and that all such adjustments are of a normal recurring nature. Our accompanying Consolidated Financial Statements include our accounts and the accounts of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Consolidation
In accordance with Article 6 of Regulation S-X, we do not consolidate portfolio company investments. Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies, codified in ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.
89
Table of Contents
Use of Estimates
Preparing financial statements requires management to make estimates and assumptions that affect the amounts reported in our accompanying Consolidated Financial Statements and these Notes to Consolidated Financial Statements . Actual results may differ from those estimates.
Classification of Investments
In accordance with the provisions of the 1940 Act applicable to BDCs, we classify portfolio investments on our accompanying Consolidated Statements of Assets and Liabilities , Consolidated Statements of Operations , and Consolidated Schedules of Investments into the following categories:
• Non-Control/Non-Affiliate Investments — Non-Control/Non-Affiliate investments are those that are neither control nor affiliate investments and in which we typically own less than 5.0% of the issued and outstanding voting securities;
• Affiliate Investments — Affiliate investments are those that are not Control investments and in which we own, with the power to vote, between and inclusive of 5.0% and 25.0% of the issued and outstanding voting securities; and
• Control Investments — Control investments are those where we have the power to exercise a controlling influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.
Investment Valuation Policy
Accounting Recognition
We record our investments at fair value in accordance with the FASB ASC Topic 820, “ Fair Value Measurements and Disclosures” (“ASC 820”) and the 1940 Act. Investment transactions are recorded on the trade date. Realized gains or losses are generally measured by the difference between the net proceeds from the repayment or sale and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of recoveries. Unrealized appreciation or depreciation primarily reflects the change in investment fair values, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.
Board Responsibility
In accordance with the 1940 Act, our board of directors (“Board of Directors”) has the ultimate responsibility for reviewing and determining, in good faith, the fair value of our investments for which market quotations are not readily available based on our investment valuation policy (which has been approved by our Board of Directors) (the “Policy”). Such review occurs in three phases. First, prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials provided by professionals of the Adviser and Administrator with oversight and direction from the chief valuation officer (the “Valuation Team”). Second, the Valuation Committee of our Board of Directors (comprised entirely of independent directors) meets to review the valuation recommendations and supporting materials, discusses the information provided by the Valuation Team, determines whether the Valuation Team has followed the Policy, determines whether the Valuation Team’s recommended fair value is reasonable in light of the Policy, and reviews other facts and circumstances. Third, after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee’s findings to the entire Board of Directors so that the full Board of Directors may review and determine in good faith the fair value of such investments in accordance with the Policy.
There is no single standard for determining fair value (especially for privately-held businesses), as fair value depends upon the specific facts and circumstances of each individual investment. In determining the fair value of our investments, the Valuation Team, led by the chief valuation officer, uses the Policy, and each quarter the Valuation Committee and Board of Directors review the Policy to determine if changes thereto are advisable and whether the Valuation Team has applied the Policy consistently.
90
Table of Contents
Use of Third-Party Valuation Firms
The Valuation Team engages third party valuation firms to provide independent assessments of fair value of certain of our investments.
ICE Data Pricing and Reference Data, LLC (“ICE”), a valuation specialist, generally provides estimates of fair value on our debt investments. The Valuation Team generally assigns ICE’s estimates of fair value to our debt investments where we do not have the ability to effectuate a sale of the applicable portfolio company. The Valuation Team corroborates ICE’s estimates of fair value using one or more of the valuation techniques discussed below. The Valuation Team’s estimate of value on a specific debt investment may significantly differ from ICE’s. When this occurs, our Valuation Committee and Board of Directors review whether the Valuation Team has followed the Policy and whether the Valuation Team’s recommended fair value is reasonable in light of the Policy and other facts and circumstances before determining fair value.
We may engage other independent valuation firms to provide earnings multiple ranges, as well as other information, and evaluate such information for incorporation into the total enterprise value (“TEV”) of certain of our investments. Generally, at least once per year, we engage an independent valuation firm to value or review the valuation of each of our significant equity investments, which includes providing the information noted above. The Valuation Team evaluates such information for incorporation into our TEV, including review of all inputs provided by the independent valuation firm. The Valuation Team then makes a recommendation to our Valuation Committee and Board of Directors as to the fair value. Our Board of Directors reviews the recommended fair value and whether it is reasonable in light of the Policy and other relevant facts and circumstances before determining fair value.
Valuation Techniques
In accordance with ASC 820, the Valuation Team uses the following techniques when valuing our investment portfolio:
• Total Enterprise Value — In determining the fair value using a TEV, the Valuation Team first calculates the TEV of the portfolio company by incorporating some or all of the following factors: the portfolio company’s ability to make payments and other specific portfolio company attributes; the earnings of the portfolio company (the trailing or projected twelve month revenue or earnings before interest, taxes, depreciation and amortization (“EBITDA”)); EBITDA multiples obtained from our indexing methodology whereby the original transaction EBITDA multiple at the time of our closing is indexed to a general subset of comparable disclosed transactions and EBITDA multiples from recent sales to third parties of similar securities in similar industries; a comparison to publicly traded securities in similar industries; and other pertinent factors. The Valuation Team generally reviews industry statistics and may use outside experts when gathering this information. Once the TEV is determined for a portfolio company, the Valuation Team generally allocates the TEV to the portfolio company’s securities based on the facts and circumstances of the securities, which typically results in the allocation of fair value to securities based on the order of their relative priority in the capital structure. Generally, the Valuation Team uses TEV to value our equity investments and, in the circumstances where we have the ability to effectuate a sale of a portfolio company, our debt investments.
TEV is primarily calculated using EBITDA and EBITDA multiples; however, TEV may also be calculated using revenue and revenue multiples or a discounted cash flow (“DCF”) analysis whereby future expected cash flows of the portfolio company are discounted to determine a net present value using estimated risk-adjusted discount rates, which incorporate adjustments for nonperformance and liquidity risks. Generally, the Valuation Team uses a DCF analysis to calculate TEV to corroborate estimates of value for our equity investments where we do not have the ability to effectuate a sale of a portfolio company or for debt of credit-impaired portfolio companies.
• Yield Analysis — The Valuation Team generally determines the fair value of our debt investments for which we do not have the ability to effectuate a sale of the applicable portfolio company using the yield analysis, which includes a DCF calculation and assumptions that the Valuation Team believes market participants would use, including: estimated remaining life, current market yield, current leverage, and interest rate spreads. This technique develops a modified discount rate that incorporates risk premiums including, among other things, increased probability of default, increased loss upon default, and increased liquidity risk. Generally, the Valuation Team uses the yield analysis to corroborate both estimates of value provided by ICE and market quotes.
91
Table of Contents
• Market Quotes — For our investments for which a limited market exists, we generally base fair value on readily available and reliable market quotations, which are corroborated by the Valuation Team (generally by using the yield analysis described above). In addition, the Valuation Team assesses trading activity for similar investments and evaluates variances in quotations and other market insights to determine if any available quoted prices are reliable. Typically, the Valuation Team uses the lower indicative bid price in the bid-to-ask price range obtained from the respective originating syndication agent’s trading desk on or near the valuation date. The Valuation Team may take further steps to consider additional information to validate that price in accordance with the Policy. For securities that are publicly traded, we generally base fair value on the closing market price of the securities we hold as of the reporting date. For restricted securities that are publicly traded, we generally base fair value on the closing market price of the securities we hold as of the reporting date less a discount for the restriction, which includes consideration of the nature and term to expiration of the restriction.
• Investments in Funds — For equity investments in other funds for which we cannot effectuate a sale of the fund, the Valuation Team generally determines the fair value of our invested capital at the net asset value (“NAV”) provided by the fund. Any invested capital that is not yet reflected in the NAV provided by the fund is valued at par value. The Valuation Team may also determine fair value of our investments in other investment funds based on the capital accounts of the underlying entity.
In addition to the valuation techniques listed above, the Valuation Team may also consider other factors when determining the fair value of our investments, including: the nature and realizable value of the collateral, including external parties’ guaranties, any relevant offers or letters of intent to acquire the portfolio company, timing of expected loan repayments, and the markets in which the portfolio company operates.
Fair value measurements of our investments may involve subjective judgments and estimates and, due to the uncertainty inherent in valuing these securities, the determinations of fair value may fluctuate from period to period and may differ materially from the values that could be obtained if a ready market for these securities existed. Our NAV could be materially affected if the determinations regarding the fair value of our investments are materially different from the values that we ultimately realize upon our disposal of such securities. Additionally, changes in the market environment and other events that may occur over the life of the investment may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which it is recorded.
Refer to Note 3 — Investments for additional information regarding fair value measurements and our application of ASC 820.
Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments
Gains or losses on the sale of investments are calculated by using the specific identification method. A realized gain or loss is recognized on the trade date, typically when an investment is disposed of, and is computed as the difference between the cost basis of the investment on the disposition date and the net proceeds received from such disposition. Unrealized appreciation or depreciation reflects the difference between the fair value of the investment and the cost basis of such investment. We determine the fair value of each individual investment each reporting period and record changes in fair value as unrealized appreciation or depreciation in our accompanying Consolidated Statement of Operations .
Revenue Recognition
Interest Income Recognition
Interest income, adjusted for amortization of premiums, amendment fees, and acquisition costs and the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes 90 days or more past due, or if our qualitative assessment indicates that the debtor is unable to service its debt or other obligations, we will place the loan on non-accrual status and cease recognizing interest income on that loan until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, we remain contractually entitled to this interest. Interest payments received on non-accrual loans may be recognized as income or applied to the cost basis, depending upon management’s judgment. Generally, non-accrual loans are restored to accrual status when past-due principal and interest are paid, and, in management’s judgment, are likely to remain current, or, due to a restructuring, the interest income is deemed to be collectible. As of March 31, 2022, our loans to J.R. Hobbs Co. –
92
Table of Contents
Atlanta, LLC (“J.R. Hobbs”), The Mountain Corporation (“The Mountain”), and SFEG Holdings, Inc. were on non-accrual status, with an aggregate debt cost basis of $77.2 million, or 15.1% of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $60.0 million, or 12.2% of the fair value of all debt investments in our portfolio. As of March 31, 2021, certain of our loans to B+T Group Acquisition, Inc., Horizon Facilities Services, Inc., and The Mountain were on non-accrual status, with an aggregate debt cost basis of $61.1 million, or 12.4% of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $48.8 million, or 10.3% of the fair value of all debt investments in our portfolio.
Paid-in-kind (“PIK”) interest, computed at the contractual rate specified in the loan agreement, is added to the principal balance of the loan and recorded as interest income. Thus, the actual collection of PIK income may be deferred until the time of debt principal repayment. As of March 31, 2022 and 2021, we did not have any loans with a PIK interest component.
Success Fee Income Recognition
We record success fees as income when earned, which often occurs upon receipt of cash. Success fees are generally contractually due upon a change of control in a portfolio company, typically resulting from an exit or sale, and are non-recurring.
Dividend Income Recognition
We accrue dividend income on preferred and common equity securities to the extent that such amounts are expected to be collected and if we have the option to collect such amounts in cash or other consideration.
Cash and Cash Equivalents
We consider all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value. We place our cash with financial institutions, and at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit. We seek to mitigate this concentration of credit risk by depositing funds with major financial institutions.
Restricted Cash and Cash Equivalents
Restricted cash and cash equivalents are generally cash and cash equivalents held in escrow received as part of an investment exit. Restricted cash and cash equivalents are carried at cost, which approximates fair value.
Deferred Financing and Offering Costs
Deferred financing and offering costs consist of costs incurred to obtain financing, including lender fees, underwriting discounts and commissions, and legal fees. Certain costs associated with our revolving line of credit are deferred and amortized using the straight-line method, which approximates the effective interest method, over the term of the revolving line of credit. Costs associated with the issuance of our notes payable and mandatorily redeemable preferred stock are presented as discounts to the liquidation value of the notes payable and mandatorily redeemable preferred stock and are amortized using the straight-line method, which approximates the effective interest method, over the term of the notes payable and respective series of preferred stock. Refer to Note 5 — Borrowings and Note 6 — Mandatorily Redeemable Preferred Stock for further discussion.
Related Party Fees
We are party to the Advisory Agreement with the Adviser, which is owned and controlled by our chairman and chief executive officer. In accordance with the Advisory Agreement, we pay the Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee. Additionally, we pay the Adviser a loan servicing fee as compensation for its services as servicer under the terms of the Fifth Amended and Restated Credit Agreement dated April 30, 2013, as amended (the "Credit Facility").
We are also party to the Administration Agreement with the Administrator, which is owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services.
93
Table of Contents
Refer to Note 4 — Related Party Transactions for additional information regarding these related party fees and agreements.
Federal Income Taxes
We intend to continue to maintain our qualification as a RIC under subchapter M of the Code for federal income tax purposes. As a RIC, we generally are not subject to federal income tax on the portion of our taxable income and gains distributed to our stockholders. To maintain our qualification as a RIC, we must maintain our status as a BDC and meet certain source-of-income and asset diversification requirements. In addition, to qualify to be taxed as a RIC, we must generally distribute to stockholders, for each taxable year, at least 90% of our taxable ordinary income plus the excess of our net short-term capital gains over net long-term capital losses (“Investment Company Taxable Income”). Our policy generally is to make distributions to our stockholders in an amount up to 100% of our Investment Company Taxable Income. We intend to continue to make sufficient distributions to qualify as a RIC and to generally limit taxable income, although we may retain some or all of our net long-term capital gains and pay income taxes on such gains. Refer to Note 10 — Federal and State Income Taxes for additional information regarding our RIC requirements.
FASB ASC 740, Income Taxes (“ASC 740”), requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authorities. Tax positions not deemed to satisfy the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current fiscal year. We have evaluated the implications of ASC 740 for all open tax years and in all major tax jurisdictions and determined that there is no material impact on our accompanying Consolidated Financial Statements . Our federal income tax returns for fiscal years 2021, 2020, and 2019 remain subject to examination by the Internal Revenue Service (“IRS”). We are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized benefits will change materially in the next twelve months.
Distributions
Distributions to stockholders are recorded on the ex-dividend date. We are required to distribute at least 90% of our Investment Company Taxable Income for each taxable year as a distribution to our stockholders to maintain our ability to be taxed as a RIC under Subchapter M of the Code. It is our policy to generally pay out as a distribution up to 100% of those amounts. The amount to be paid is determined by our Board of Directors and is based upon management’s estimate of Investment Company Taxable Income, net long-term capital gains, as well as amounts to be distributed in accordance with Section 855(a) of the Code. Based on that estimate, our Board of Directors declares monthly distributions, and supplemental distributions, as applicable, each quarter. At fiscal year-end, we may elect to treat a portion of the first distributions paid after year-end as having been paid in the prior year in accordance with Section 855(a) of the Code. We may retain some or all of our net long-term capital gains, if any, and designate them as deemed distributions, or distribute these capital gains to stockholders in cash. If we elect to retain net long-term capital gains and deem them distributed, each U.S. common stockholder will be treated as if they received a distribution of their pro-rata share of the retained net long-term capital gain and the U.S. federal income tax paid. As a result, each common stockholder will (i) be required to report their pro-rata share of the retained gain on their tax return as long-term capital gain, (ii) receive a refundable tax credit for their pro-rata share of federal income tax paid by us on the retained gain, and (iii) increase the tax basis of their shares of common stock by an amount equal to the deemed distribution less the tax credit. Refer to Note 9 — Distributions to Common Stockholders for further information.
Our common stockholders who hold their shares through our transfer agent, Computershare, Inc. (“Computershare”), have the option to participate in a dividend reinvestment plan offered by Computershare, as the plan agent. This is an “opt in” dividend reinvestment plan, meaning that common stockholders may elect to have their cash distributions automatically reinvested in additional shares of our common stock. Common stockholders who do not so elect will receive their distributions in cash. Any distributions reinvested under the plan will be taxable to a common stockholder to the same extent, and with the same character, as if the common stockholder had received the distribution in cash. The common stockholder will have an adjusted basis in the additional common shares purchased through the plan equal to the dollar amount that would have been received if the U.S. stockholder had received the dividend or distribution in cash. The additional common shares will have a new holding period commencing on the day following the date on which the shares are credited to the common stockholder’s account. Computershare purchases shares in the open market in connection with the obligations under the plan. The dividend reinvestment plan was not open to holders of our preferred stock during periods in which we had preferred stock outstanding.
94
Table of Contents
Recent Accounting Pronouncements
In August 2021, the FASB issued Accounting Standards Update 2021-06, “Presentation of Financial Statements (Topic 205): Financial Services – Depository and Lending (Topic 924), and Financial Services – Investment Companies (Topic 946)” (“ASU 2021-06”), which modifies the disclosure requirements for acquired and disposed businesses. ASU 2021-06 was effective upon issuance. Our adoption of ASU 2021-06 did not have a material impact on our financial position, results of operations or cash flows.
NOTE 3. INVESTMENTS
Fair Value
In accordance with ASC 820, we determine the fair value of our investments to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date. This fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. ASC 820 also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of a financial instrument as of the measurement date.
• Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical financial instruments in active markets;
• Level 2 — inputs to the valuation methodology include quoted prices for similar financial instruments in active or inactive markets, and inputs that are observable for the financial instrument, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists, or instances where prices vary substantially over time or among brokered market makers; and
• Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are those inputs that reflect assumptions that market participants would use when pricing the financial instrument and can include the Valuation Team’s assumptions based upon the best available information.
When a determination is made to classify our investments within Level 3 of the valuation hierarchy, such determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable, or Level 3, inputs, observable inputs (or components that are actively quoted and can be validated to external sources). The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.
As of March 31, 2022 and 2021, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs.
We transfer investments in and out of Level 1, 2 and 3 of the valuation hierarchy as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. There were no transfers in or out of Level 1, 2 and 3 during the years ended March 31, 2022 and 2021, respectively.
95
Table of Contents
As of March 31, 2022 and 2021, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:
Fair Value Measurements
Fair Value Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
As of March 31, 2022:
Secured first lien debt
$ 425,087 $ — $ — $ 425,087
Secured second lien debt
67,958 — — 67,958
Preferred equity
217,599 — —
217,599
Common equity/equivalents
3,752 —
74 (A)
3,678
Total Investments at March 31, 2022
$ 714,396 $ — $ 74 $ 714,322
Fair Value Measurements
Fair Value Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
As of March 31, 2021:
Secured first lien debt
$ 368,688 $ — $ — $ 368,688
Secured second lien debt
102,897 — — 102,897
Preferred equity
159,478 — — 159,478
Common equity/equivalents
2,766 —
95 (A)
2,671
Total Investments at March 31, 2021
$ 633,829 $ — $ 95 $ 633,734
(A) Fair value was determined based on the closing market price of shares of Funko, Inc. (our units in Funko can be converted into common shares of Funko, Inc.) at the reporting date less a discount for lack of marketability, as our investment was subject to certain restrictions.
The following table presents our investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of March 31, 2022 and 2021, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:
96
Table of Contents
Total Recurring Fair Value Measurements
Reported in Consolidated Statements
of Assets and Liabilities
Valued Using Level 3 Inputs
March 31,
2022 2021
Non-Control/Non-Affiliate Investments
Secured first lien debt
$ 233,673 $ 187,587
Secured second lien debt
66,917 41,926
Preferred equity
139,927 65,943
Common equity/equivalents (A)
1,533 2,671
Total Non-Control/Non-Affiliate Investments
442,050 298,127
Affiliate Investments
Secured first lien debt
191,414 181,101
Secured second lien debt
1,041 47,971
Preferred equity
77,672 78,905
Common equity/equivalents
1,432 —
Total Affiliate Investments
271,559 307,977
Control Investments
Secured first lien debt
— —
Secured second lien debt
— 13,000
Preferred equity
— 14,630
Common equity/equivalents
713 —
Total Control Investments
713 27,630
Total investments at fair value using Level 3 inputs
$ 714,322 $ 633,734
(A) Excludes our investment in Funko with a fair value of $74 and $95 as of March 31, 2022 and 2021, respectively, which was valued using Level 2 inputs.
In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of March 31, 2022 and 2021. The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to our fair value measurements. The weighted-average calculations in the table below are based on the principal balances for all debt-related calculations and on the cost basis for all equity-related calculations for the particular input.
97
Table of Contents
Quantitative Information about Level 3 Fair Value Measurements
Fair Value as of
Valuation
Technique/
Methodology
Unobservable
Input Range / Weighted-Average as of
March 31, 2022 March 31, 2021 March 31, 2022 March 31, 2021
Secured first lien debt $ 411,023 $ 303,330 (A)
TEV EBITDA multiple 3.4x – 9.3x /
7.0x
4.6x – 8.0x /
7.0x
EBITDA $3,990 – $13,707 /
$8,221
$1,403 – $9,500 /
$5,746
Revenue multiple 0.7x – 0.7x /
0.7x
0.6x – 0.7x /
0.6x
Revenue $14,072 – $14,072 /
$14,072
$14,474 – $30,537 / $26,110
14,064 65,358 Yield Analysis Discount Rate 11.3% – 15.2% / 14.6%
13.3% – 17.9% /
14.7%
Secured second lien debt 39,637 53,122 (B)
TEV EBITDA multiple 5.6x – 6.8x /
6.0x
5.9x – 6.6x /
6.2x
EBITDA $3,953 – $5,488 /
$4,959
$4,551 – $5,100 /
$4,772
Revenue multiple 0.7x – 0.7x/
0.7x
0.7x – 0.7x /
0.7x
Revenue $14,072 – $14,072 /
$14,072
$14,474 – $14,474 /
$14,474
28,321 49,775 Yield Analysis Discount Rate 10.0% – 12.2% /
11.6%
8.1% – 13.5% /
11.2%
Preferred equity 217,599 159,478 (C)
TEV EBITDA multiple 3.4x – 9.3x /
6.8x
5.6x – 8.0x /
6.6x
EBITDA $1,210 – $13,707 /
$6,926
$2,587 – $9,720 /
$5,938
Revenue multiple 0.7x – 0.7x /
0.7x
0.6x – 0.7x /
0.7x
Revenue $14,072 – $14,072 /
$14,072
$14,474 – $30,537 /
$25,465
Common equity/equivalents (E)
3,678 2,671 (D)
TEV EBITDA multiple 4.8x – 8.4x /
5.8x
4.6x – 7.1x /
5.7x
EBITDA $829 – $13,707 /
$5,709
$1,403 – $7,135 /
$4,132
Revenue multiple 0.7x – 0.7x /
0.7x
0.7x – 0.7x /
0.7x
Revenue $14,072 – $14,072 /
$14,072
$14,474 – $14,474 /
$14,474
Total $ 714,322 $ 633,734
(A) Fair value as of March 31, 2021 includes one proprietary debt investment with a fair value of $23.2 million, which was valued at the expected payoff amount as the unobservable input.
(B) Fair value as of March 31, 2021 includes one proprietary debt investment with a fair value of $13.0 million, which was valued at the expected payoff amount as the unobservable input.
(C) Fair value as of March 31, 2021 includes one proprietary equity investment with a fair value of $32.1 million, which was valued at the expected exit amount as the unobservable input.
98
Table of Contents
(D) Fair value as of March 31, 2021 includes one proprietary equity investment with a fair value of $2.2 million, which was valued at the expected exit amount as the unobservable input.
(E) Fair value as of both March 31, 2022 and 2021 excludes our investment in Funko with a fair value of $74 and $95, respectively, which was valued using Level 2 inputs.
Fair value measurements can be sensitive to changes in one or more of the valuation inputs. Changes in discount rates, EBITDA, or EBITDA multiples (or revenue or revenue multiples), each in isolation, may change the fair value of certain of our investments. Generally, an increase/(decrease) in discount rates or a (decrease)/increase in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in a (decrease)/increase in the fair value of certain of our investments.
Changes in Level 3 Fair Value Measurements of Investments
The following tables provide our portfolio’s changes in fair value, broken out by security type, during the years ended March 31, 2022 and 2021 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Secured
First Lien
Debt Secured
Second Lien
Debt Preferred
Equity Common
Equity/
Equivalents Total
Year ended March 31, 2022:
Fair value as of March 31, 2021
$ 368,688 $ 102,897 $ 159,478 $ 2,671 $ 633,734
Total gain (loss):
Net realized gain (loss) (A)
(10,000) — 23,725 — 13,725
Net unrealized appreciation (depreciation) (B)
756 2,956 111,405 (15,027) 100,090
Reversal of previously recorded (appreciation) depreciation upon realization (B)
860 — (26,053) — (25,193)
New investments, repayments and settlements (C) :
Issuances / originations
68,638 9,648 14,472 — 92,758
Settlements / repayments
(48,898) (2,500) — — (51,398)
Sales
— — (49,394) — (49,394)
Transfers (D)
45,043 (45,043) (16,034) 16,034 —
Fair value as of March 31, 2022
$ 425,087 $ 67,958 $ 217,599 $ 3,678 $ 714,322
Secured
First Lien
Debt Secured
Second Lien
Debt Preferred
Equity Common
Equity/
Equivalents Total
Year ended March 31, 2021:
Fair value as of March 31, 2020
$ 308,248 $ 123,340 $ 119,849 $ 14,454 $ 565,891
Total gain (loss):
Net realized gain (loss) (A)
(8,470) — 3,545 14,433 9,508
Net unrealized appreciation (depreciation) (B)
453 (998) 26,349 (98) 25,706
Reversal of previously recorded (appreciation) depreciation upon realization (B)
— — (84) (11,785) (11,869)
New investments, repayments and settlements (C) :
Issuances / originations
65,227 4,519 25,294 252 95,292
Settlements / repayments
(20,734) — — — (20,734)
Sales
— — (15,475) (14,585) (30,060)
Transfers (D)
23,964 (23,964) — — —
Fair value as of March 31, 2021
$ 368,688 $ 102,897 $ 159,478 $ 2,671 $ 633,734
99
Table of Contents
(A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective years ended March 31, 2022 and 2021.
(B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective years ended March 31, 2022 and 2021.
(C) Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts, PIK, and other non-cash disbursements to portfolio companies, as well as decreases in the cost basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs, and other cost-basis adjustments.
(D) 2022: Transfers represent (1) secured second lien debt of J.R. Hobbs with a total cost basis and fair value of $52.5 million and $52.4 million, respectively, which was converted into secured first lien debt during the three months ended June 30, 2021, (2) secured first lien debt of D.P.M.S., Inc. ("Danco") with a total cost basis and fair value of $12.3 million and $7.3 million, respectively, which was converted into secured second lien debt of Galaxy Technologies Holdings, Inc. (“Galaxy Technologies Holdings”) during the three months ended September 30, 2021, (3) preferred equity of Galaxy Technologies, Inc. ("Galaxy") with a total cost basis and fair value of $11.5 million and $16.0 million, respectively, which was converted into common equity of Galaxy Technologies Holdings during the three months ended September 30, 2021 and (4) preferred equity of SOG Specialty Knives & Tools, LLC with a total cost and fair value of $0.6 million and $0.0 million, respectively, which was converted into common equity of Gladstone SOG Investments, Inc. during the three months ended December 31, 2021.
2021: Transfers represent (1) secured second lien debt of Brunswick Bowling Products, Inc. with a total cost basis and fair value of $6.9 million, which was converted into secured first lien debt during the three months ended June 30, 2020 and (2) secured second lien debt of PSI Molded, with a total cost basis and fair value of $26.6 million and $17.1 million, respectively, which was converted into secured first lien debt during the three months ended September 30, 2020.
Investment Activity
During the fiscal year ended March 31, 2022, the following significant transactions occurred:
• In May 2021, we dissolved our investment in Channel Technologies Group, LLC and recorded a realized loss of $1.8 million.
• In June 2021, we invested $10.0 million in a new portfolio company, Nocturne Villa Rentals, Inc. (“Nocturne”), through a combination of secured first lien debt and preferred equity. Nocturne, headquartered in Telluride, Colorado, is a luxury vacation rental manager.
• In June 2021, we invested an additional $6.5 million in J.R. Hobbs in the form of secured second lien debt. In connection with the investment, our secured second lien debt was converted to secured first lien debt.
• In June 2021, we sold our investment in Head Country, Inc. (“Head Country”), which resulted in success fee income of $2.0 million and a realized gain of $3.6 million. In connection with the sale, we received net cash proceeds of $16.7 million, including the repayment of our debt investment of $9.1 million at par.
• In July 2021, we invested an additional $5.9 million in the form of secured first lien debt in Nocturne to fund an add-on acquisition.
• In July 2021, we invested $24.3 million in a new portfolio company, Utah Pacific Bridge & Steel, Ltd. (“Utah Pacific”), through a combination of secured first lien debt and preferred equity. Utah Pacific, headquartered in Lindon, Utah, is a manufacturer of large steel components used in bridge replacement, rehabilitation, and construction.
• In September 2021, one of our portfolio companies, Danco, merged with another of our portfolio companies, Galaxy, into a newly formed portfolio company, Galaxy Technologies Holdings. Our debt investments in Danco, which totaled $12.3 million at principal and cost, and Galaxy, which totaled $13.0 million at principal and cost, were converted into two second lien term loans with an aggregate cost and principal of $25.3 million to Galaxy Technologies Holdings. Our common equity investment in Danco, with a cost basis of $0.0 million, and our preferred and common equity investments in Galaxy, with an aggregate cost basis of $11.5 million, were converted into a common equity investment in Galaxy Technologies Holdings with a combined cost basis of $11.5 million.
• In October 2021, we invested an additional $10.5 million in Bassett Creek Services, Inc. ("Bassett Creek"), in the form of secured first lien debt to fund an add-on acquisition.
100
Table of Contents
• In December 2021, we invested an additional $19.0 million in the form of secured first lien debt in Nocturne to fund an add-on acquisition.
• In December 2021, we invested an additional $6.4 million in the form of secured first lien debt in Schylling, Inc. ("Schylling") to fund an add-on acquisition.
• In December 2021, we sold our investment in Pioneer Square Brands, Inc., which resulted in success fee income of $0.5 million and a realized gain of $21.9 million. In connection with the sale, we received net cash proceeds of $50.6 million, including the repayment of our debt investment of $23.1 million at par.
• In December 2021, we sold our investment in SOG Specialty Knives & Tools, LLC, which resulted in success fee income of $2.9 million. In connection with the sale, we received net cash proceeds of $23.3 million, including the repayment of our debt investment of $8.9 million at par, and retained a common stock investment in the intermediary entity, Gladstone SOG Investments, Inc., which maintains a cost basis of $0.6 million.
• In January 2022, we invested $5.0 million SBS Industries Holdings, Inc. ("SBS"), through a combination of secured second lien debt and preferred equity to fund an add-on acquisition. As part of the additional investment, SBS was renamed SFEG Holdings, Inc ("SFEG").
• In March 2022, we entered into a new $26.0 million secured first lien term loan with J.R. Hobbs, replacing our previously outstanding first lien term loan with a total cost basis of $36.0 million, which resulted in a realized loss of $10.0 million. The new term loan has a stated interest rate of LIBOR + 10.3% and matures October 1, 2024.
• In March 2022, we invested an additional $2.4 million in the form of secured first lien debt in J.R. Hobbs.
Investment Conc entrations
As of March 31, 2022, our investment portfolio consisted of investments in 26 portfolio companies located in 19 states across 14 different industries with an aggregate fair value of $714.4 million. Our investments in Bassett Creek Services, Inc., Old World, Counsel Press, Inc., Brunswick Bowling Products, Inc., and Schylling, Inc., represent our five largest portfolio investments at fair value, and collectively comprised $272.7 million, or 38.1%, of our total investment portfolio at fair value as of March 31, 2022.
The following table summarizes our investments by security type as of March 31, 2022 and 2021:
March 31, 2022 March 31, 2021
Cost Fair Value Cost Fair Value
Secured first lien debt $ 429,457 64.2 % $ 425,087 59.5 % $ 379,512 57.2 % $ 368,688 58.2 %
Secured second lien debt 81,147 12.1 % 67,958 9.5 % 114,206 17.2 % 102,897 16.2 %
Total debt 510,604 76.3 % 493,045 69.0 % 493,718 74.4 % 471,585 74.4 %
Preferred equity 143,079 21.4 % 217,599 30.5 % 166,361 25.1 % 159,478 25.2 %
Common equity/equivalents 15,565 2.3 % 3,752 0.5 % 3,484 0.5 % 2,766 0.4 %
Total equity/equivalents 158,644 23.7 % — 221,351 31.0 % 169,845 25.6 % 162,244 25.6 %
Total investments
$ 669,248 100.0 % $ 714,396 100.0 % $ 663,563 100.0 % $ 633,829 100.0 %
101
Table of Contents
Investments at fair value consisted of the following industry classifications as of March 31, 2022 and 2021:
March 31, 2022 March 31, 2021
Fair Value Percentage of
Total Investments
Fair Value Percentage of
Total Investments
Diversified/Conglomerate Services $ 307,403 43.0 % $ 261,714 41.3 %
Home and Office Furnishings, Housewares, and Durable Consumer Products 125,440 17.6 % 94,663 15.0 %
Leisure, Amusement, Motion Pictures, and Entertainment 46,514 6.5 % 45,209 7.1 %
Healthcare, Education, and Childcare 39,252 5.5 % 31,194 4.9 %
Hotels, Motels, Inns, and Gaming 37,923 5.3 % — — %
Telecommunications 32,467 4.6 % 15,582 2.5 %
Chemicals, Plastics, and Rubber 26,618 3.7 % 22,985 3.6 %
Aerospace and Defense 25,296 3.5 % 27,630 4.4 %
Mining, Steel, Iron and Non-Precious Metals 24,250 3.4 % — — %
Cargo Transport 14,533 2.0 % 15,211 2.4 %
Diversified/Conglomerate Manufacturing 14,064 2.0 % 25,181 4.0 %
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) 13,823 1.9 % 14,199 2.2 %
Personal and Non-Durable Consumer Products (Manufacturing Only) 5,315 0.8 % 60,852 9.6 %
Beverage, Food, and Tobacco — — % 15,519 2.4 %
Other < 2.0% 1,498 0.2 % 3,890 0.6 %
Total investments
$ 714,396 100.0 % $ 633,829 100.0 %
Investments at fair value were included in the following geographic regions of the U.S. as of March 31, 2022 and 2021:
March 31, 2022 March 31, 2021
Location
Fair Value Percentage of
Total Investments
Fair Value Percentage of
Total Investments
Northeast $ 194,100 27.2 % $ 163,938 25.9 %
South 188,978 26.4 % 182,529 28.8 %
Midwest 172,711 24.2 % 126,781 20.0 %
West 158,607 22.2 % 160,581 25.3 %
Total investments
$ 714,396 100.0 % $ 633,829 100 %
The geographic region indicates the location of the headquarters for our portfolio companies. A portfolio company may have additional business locations in other geographic regions.
102
Table of Contents
Investment Principal Repayments
The following table summarizes the contractual principal repayment and maturity of our investment portfolio for the next five fiscal years and thereafter, assuming no voluntary prepayments, as of March 31, 2022:
Amount
For the fiscal years ending March 31:
2023 $ 92,888
2024 97,418
2025 169,334
2026 78,231
2027 71,245
Thereafter 1,500
Total contractual repayments $ 510,616
Adjustments to cost basis of debt investments (12)
Investments in equity securities 158,644
Total cost basis of investments held as of March 31, 2022:
$ 669,248
Receivables from Portfolio Companies
Receivables from portfolio companies represent non-recurring costs that we incurred on behalf of portfolio companies. Such receivables, net of any allowance for uncollectible receivables, are included in Other assets, net on our accompanying Consolidated Statements of Assets and Liabilities . We generally maintain an allowance for uncollectible receivables from portfolio companies when the receivable balance becomes 90 days or more past due or if it is determined, based upon management’s judgment, that the portfolio company is unable to pay its obligations. We write-off accounts receivable when we have exhausted collection efforts and have deemed the receivables uncollectible. As of March 31, 2022 and 2021, we had gross receivables from portfolio companies of $1.7 million and $1.5 million, respectively. As of March 31, 2022 and 2021, the allowance for uncollectible receivables was $1.3 million and $0.9 million, respectively.
NOTE 4. RELATED PARTY TRANSACTIONS
Transactions with the Adviser
We pay the Adviser certain fees as compensation for its services under the Advisory Agreement, consisting of a base management fee and an incentive fee, and a loan servicing fee for the Adviser’s role as servicer pursuant to the Credit Facility, all as described below. On July 13, 2021, our Board of Directors, including a majority of the directors who are not parties to the Advisory Agreement or interested persons of either party, approved the annual renewal of the Advisory Agreement through August 31, 2022.
Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our vice chairman and chief operating officer) serve as directors and executive officers of the Adviser, which is 100% indirectly owned and controlled by Mr. Gladstone. David Dullum (our president) is also the executive vice president of private equity (buyouts) of the Adviser. Michael LiCalsi, our general counsel and secretary (who also serves as the Administrator’s president, general counsel and secretary), is also the executive vice president of administration of our Adviser.
103
Table of Contents
The following table summarizes the base management fees, loan servicing fees, incentive fees, and associated non-contractual, unconditional, and irrevocable credits reflected in our accompanying Consolidated Statements of Operations :
Year Ended March 31,
2022 2021 2020
Average total assets subject to base management fee (A)
$ 705,650 $ 605,750 $ 607,250
Multiplied by annual base management fee of 2.0%
2.0 % 2.0 % 2.0 %
Base management fee (B)
14,113 12,115 12,145
Credits to fees from Adviser - other (B)
(6,497) (2,949) (4,436)
Net base management fee
$ 7,616 $ 9,166 $ 7,709
Loan servicing fee (B)
$ 7,178 $ 7,082 $ 6,859
Credits to base management fee - loan servicing fee (B)
(7,178) (7,082) (6,859)
Net loan servicing fee
$ — $ — $ —
Incentive fee – income-based
$ 8,074 $ 3,746 $ 4,338
Incentive fee – capital gains-based (C)
18,286 5,032 (6,718)
Total incentive fee (B)
26,360 8,778 (2,380)
Credits to fees from Adviser - other (B)
— — —
Net total incentive fee $ 26,360 $ 8,778 $ (2,380)
(A) Average total assets subject to the base management fee is defined in the Advisory Agreement as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during the periods.
(B) Reflected as a line item on our accompanying Consolidated Statements of Operations .
(C) The capital gains-based incentive fees are recorded in accordance with GAAP and do not necessarily reflect amounts contractually due under the terms of the Advisory Agreement.
Base Management Fee
The base management fee is payable quarterly to the Adviser pursuant to our Advisory Agreement and is assessed at an annual rate of 2.0%, computed on the basis of the value of our average gross assets at the end of the two most recently completed quarters (inclusive of the current quarter), which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective period and adjusted appropriately for any share issuances or repurchases during the period.
Additionally, pursuant to the requirements of the 1940 Act, the Adviser makes available significant managerial assistance to our portfolio companies. The Adviser may also provide other services to our portfolio companies under certain agreements and may receive fees for services other than managerial assistance. Such services may include: (i) assistance obtaining, sourcing or structuring credit facilities, long term loans or additional equity from unaffiliated third parties; (ii) negotiating important contractual financial relationships; (iii) consulting services regarding restructuring of the portfolio company and financial modeling as it relates to raising additional debt and equity capital from unaffiliated third parties; and (iv) taking a primary role in interviewing, vetting, and negotiating employment contracts with candidates in connection with adding and retaining key portfolio company management team members. The Adviser non-contractually, unconditionally, and irrevocably credits 100% of any fees received for such services against the base management fee that we would otherwise be required to pay to the Adviser; however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees, totaling $0.3 million for year ended March 31, 2022, and $0.2 million for each of the years ended March 31, 2021, and 2020, was retained by the Adviser in the form of reimbursement, at cost, for tasks completed by personnel of the Adviser, primarily related to the valuation of portfolio companies.
Loan Servicing Fee
The Adviser also services the loans held by our wholly-owned subsidiary, Business Investment (the borrower under the Credit Facility), in return for which the Adviser receives a 2.0% annual fee based on the monthly aggregate outstanding balance of loans pledged under the Credit Facility. Since Business Investment is a consolidated subsidiary of ours, coupled with the fact that the total base management fee paid to the Adviser pursuant to the Advisory Agreement cannot exceed
104
Table of Contents
2.0% of total assets (less any uninvested cash or cash equivalents resulting from borrowings) during any given calendar year, we treat payment of the loan servicing fee pursuant to the Credit Facility as a pre-payment of the base management fee under the Advisory Agreement. Accordingly, these loan servicing fees are 100% non-contractually, unconditionally, and irrevocably credited back to us by the Adviser.
Incentive Fee
The incentive fee payable to the Adviser under our Advisory Agreement consists of two parts: an income-based incentive fee and a capital gains-based incentive fee.
The income-based incentive fee rewards the Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets, which we define as total assets less indebtedness and before taking into account any incentive fees payable or contractually due but not payable during the period, at the end of the immediately preceding calendar quarter, adjusted appropriately for any share issuances or repurchases during the period (the “Hurdle Rate”). The income-based incentive fee with respect to our pre-incentive fee net investment income is payable quarterly to the Adviser and is computed as follows:
• No incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the Hurdle Rate;
• 100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 2.1875% of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter; and
• 20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter.
The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date), and equals 20.0% of our realized capital gains, less any realized capital losses and unrealized depreciation, calculated as of the end of the preceding calendar year. The capital gains-based incentive fee payable to the Adviser is calculated based on (i) cumulative aggregate realized capital gains since our inception, less (ii) cumulative aggregate realized capital losses since our inception, less (iii) the entire portfolio’s aggregate unrealized capital depreciation, if any, as of the date of the calculation. If this number is positive at the applicable calculation date, then the capital gains-based incentive fee for such year equals 20.0% of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years. For calculation purposes, cumulative aggregate realized capital gains, if any, equals the sum of the excess between the net sales price of each investment, when sold, and the original cost of such investment since our inception. Cumulative aggregate realized capital losses equals the sum of the deficit between the net sales price of each investment, when sold, and the original cost of such investment since our inception. The entire portfolio’s aggregate unrealized capital depreciation, if any, equals the sum of the deficit between the fair value of each investment security as of the applicable calculation date and the original cost of such investment security. During the year ended March 31, 2022, capital gains-based incentive fees of $5.3 million were contractually due and paid to the Adviser. As of and for the year ended March 31, 2021, no capital gains-based incentive fees were contractually due and paid to the Adviser.
In accordance with GAAP, accrual of the capital gains-based incentive fee is determined as if our investments had been liquidated at their fair values as of the end of the reporting period. Therefore, GAAP requires that the capital gains-based incentive fee accrual consider the aggregate unrealized capital appreciation in the calculation, as a capital gains-based incentive fee would be payable if such unrealized capital appreciation were realized. There can be no assurance that any such unrealized capital appreciation will be realized in the future. Accordingly, a GAAP accrual is calculated at the end of the reporting period based on (i) cumulative aggregate realized capital gains since our inception, plus (ii) the entire portfolio’s aggregate unrealized capital appreciation, if any, less (iii) cumulative aggregate realized capital losses since our inception, less (iv) the entire portfolio’s aggregate unrealized capital depreciation, if any. If such amount is positive at the end of a reporting period, a capital gains-based incentive fee equal to 20.0% of such amount, less the aggregate amount of capital gains-based incentive fees accrued in all prior years, is recorded, regardless of whether such amount is contractually due under the terms of the Advisory Agreement. If such amount is negative, then there is no accrual for such period and prior period accruals are reversed, as appropriate. During the years ended March 31, 2022 and 2021, we recorded capital gains-based incentive fees of $18.3 million and $5.0 million, respectively. During the year ended March 31, 2020, we recorded a reversal of capital gains-based incentive fees of $6.7 million.
105
Table of Contents
Transactions with the Administrator
We reimburse the Administrator pursuant to the Administration Agreement for our allocable portion of the Administrator’s expenses incurred while performing services to us, which are primarily rent and salaries and benefits expenses of the Administrator’s employees, including, our chief financial officer and treasurer, chief valuation officer, chief compliance officer, and general counsel and secretary, and their respective staffs. Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our vice chairman and chief operating officer) serve as members of the board of managers and executive officers of the Administrator, which is 100% indirectly owned and controlled by Mr. Gladstone. Another of our officers, Mr. LiCalsi (our general counsel & secretary), serves as the Administrator’s president as well as the executive vice president of administration for the Adviser.
Our allocable portion of the Administrator’s expenses is generally derived by multiplying the Administrator’s total expenses by the approximate percentage of time during the current quarter the Administrator’s employees performed services for us in relation to their time spent performing services for all companies serviced by the Administrator. On July 13, 2021, our Board of Directors, including a majority of the directors who are not parties to the Administration Agreement or interested persons of either party, approved the annual renewal of the Administration Agreement through August 31, 2022.
Transactions with Gladstone Securities, LLC
Gladstone Securities, LLC (“Gladstone Securities”) is a privately held broker dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation. Gladstone Securities is an affiliate of ours, as its parent company is 100% owned and controlled by David Gladstone, our chairman and chief executive officer. Mr. Gladstone also serves on the board of managers of Gladstone Securities.
Other Transactions
From time to time, Gladstone Securities provides services, such as investment banking and due diligence services, to certain of our portfolio companies, for which it receives a fee. Any such fees paid by portfolio companies to Gladstone Securities do not impact the fees we pay to the Adviser or the non-contractual, unconditional, and irrevocable credits against the base management fee. During the years ended March 31, 2022, 2021, and 2020, the fees received by Gladstone Securities from portfolio companies totaled $3.2 million, $0.6 million, and $0.8 million, respectively.
Related Party Fees Due
Amounts due to related parties on our accompanying Consolidated Statements of Assets and Liabilities were as follows:
As of March 31,
2022 2021
Base management and loan servicing fee due to Adviser, net of credits
$ 1,648 $ 1,435
Incentive fee due to Adviser (A)
27,577 14,163
Other due to Adviser
63 66
Total fees due to Adviser
$ 29,288 $ 15,664
Fee due to Administrator 627 577
Total related party fees due $ 29,915 $ 16,241
(A) Includes a capital gains-based incentive fee of $25.4 million and $12.4 million as of March 31, 2022 and 2021, respectively, recorded in accordance with GAAP requirements and which was not contractually due under the terms of the Advisory Agreement. Refer to Note 4 — Related Party Transactions — Transactions with the Adviser — Incentive Fee for additional information, including capital gains-based incentive fee payments made.
Net expenses receivable from Gladstone Capital Corporation, one of our affiliated funds, for reimbursement of certain co-investment expenses, totaled $27 thousand as of March 31, 2022. There were no co-investment expenses as of March 31, 2021. These amounts are generally settled in the quarter subsequent to being incurred and have been included in Other assets, net on the accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2022 and 2021, respectively.
106
Table of Contents
NOTE 5. BORROWINGS
Revolving Line of Credit
On March 8, 2021, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No. 6 to the Credit Facility, with KeyBank National Association (“KeyBank”) as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto. The revolving period was extended to February 29, 2024, and if not renewed or extended by such date, all principal and interest will be due and payable on February 28, 2026 (two years after the revolving period end date). As of March 31, 2022, the Credit Facility provided one one-year extension option that may be exercised on or before the second anniversary of March 8, 2021, subject to approval by all lenders. Additionally, the COVID-19 Relief Period (described below) was extended to September 30, 2021.
On August 10, 2020, we, through Business Investment, entered into Amendment No. 5 to the Credit Facility. Among other things, Amendment No. 5 amended the Credit Facility to (i) add London Interbank Offered Rate (“LIBOR”) replacement language; (ii) implement a 0.5% LIBOR floor; (iii) reduce the facility size from $200.0 million to $180.0 million, which may be expanded to $300.0 million through additional commitments; and (iv) provide certain other changes to existing terms and covenants. In addition, Amendment No. 5 provided for certain temporary changes during the COVID-19 Relief Period (initially August 10, 2020 until March 31, 2021) including: (i) amending the definition of “Effective Advance Rate,” provided that during such period the overall effective advance rate does not exceed 55%; and (ii) removing or changing certain “Excess Concentration Limits” (as defined in the Credit Facility).
Advances under the Credit Facility generally bear interest at 30-day LIBOR, subject to a floor of 0.5%, plus 2.85% per annum until February 29, 2024, with the margin then increasing to 3.10% for the period from February 29, 2024 to February 28, 2025, and increasing further to 3.35% thereafter. The Credit Facility has an unused commitment fee on the daily unused commitment amount of 0.50% per annum if the average unused commitment amount for the period is less than or equal to 50% of the total commitment amount, 0.75% per annum if the average unused commitment amount for the period is greater than 50% but less than or equal to 65% of the total commitment amount, and 1.00% per annum if the average unused commitment amount for the period is greater than 65% of the total commitment amount.
The following tables summarize noteworthy information related to the Credit Facility:
As of March 31,
2022 2021
Commitment amount $ 180,000 $ 180,000
Borrowings outstanding at cost $ — $ 22,400
Availability (A)
$ 180,000 $ 157,600
For the Years Ended March 31
2022 2021 2020
Weighted-average borrowings outstanding
$ 18,051 $ 82,632 $ 38,374
Effective interest rate (B)
12.5 % 4.3 % 9.4 %
Commitment (unused) fees incurred $ 1,641 $ 819 $ 1,643
(A) Availability is subject to various constraints, characteristics, and applicable advance rates based on collateral quality under the Credit Facility, which equated to an adjusted availability of $180.0 million and $157.6 million as of March 31, 2022 and 2021, respectively.
(B) Excludes the impact of deferred financing costs and includes unused commitment fees.
Interest is payable monthly during the term of the Credit Facility. Available borrowings are subject to various constraints and applicable advance rates, which are generally based on the size, characteristics, and quality of the collateral pledged by Business Investment. The Credit Facility also requires that any interest and principal payments on pledged loans be remitted directly by the borrower into a lockbox account with KeyBank. KeyBank is also the trustee of the account and generally remits the collected funds to us once a month. Amounts collected in the lockbox account with KeyBank are presented as Due from administrative agent on the accompanying Consolidated Statements of Assets and Liabilities.
107
Table of Contents
Among other things, the Credit Facility contains a performance guaranty that requires us to maintain (i) a minimum net worth of the greater of $210.0 million or $210.0 million plus 50% of all equity and subordinated debt raised minus 50% of any equity or subordinated debt redeemed or retired after November 16, 2016, which equated to $286.3 million as of March 31, 2022, (ii) asset coverage with respect to senior securities representing indebtedness of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code. As of March 31, 2022, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $701.2 million, asset coverage on our senior securities representing indebtedness of 252.9%, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC. As of March 31, 2022, we were in compliance with all covenants under the Credit Facility.
Fair Value
We elected to apply the fair value option of ASC Topic 825, “ Financial Instruments ,” to the Credit Facility, which was consistent with our application of ASC 820 to our investments. Generally, the fair value of the Credit Facility is determined using a yield analysis, which includes a DCF calculation and also takes into account the assumptions the Valuation Team believes market participants would use, including the estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date. At March 31, 2022 and 2021, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, with a 0.5% floor, plus 2.85% per annum, plus an unused commitment fee of 1.0%. Generally, an increase or decrease in the discount rate used in the DCF calculation may result in a corresponding decrease or increase, respectively, in the fair value of the Credit Facility. At each of March 31, 2022 and 2021, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized depreciation of other on our accompanying Consolidated Statements of Operations .
The following tables provide relevant information and disclosures about the Credit Facility as of and for the years ended March 31, 2022 and 2021, as required by ASC 820:
Level 3 – Borrowings
Recurring Fair Value Measurements Reported in
Consolidated Statements of Assets and Liabilities
Using Significant Unobservable Inputs (Level 3)
As of March 31,
2022 2021
Credit Facility
$ — $ 22,400
Fair Value Measurements of Borrowings Using Significant Unobservable Inputs (Level 3)
Reported in Consolidated Statements of Assets and Liabilities
Credit Facility
Year ended March 31, 2022:
Fair value at March 31, 2021
$ 22,400
Borrowings
111,700
Repayments
(134,100)
Fair value at March 31, 2022
$ —
Year ended March 31, 2021:
Fair value at March 31, 2020
$ 49,200
Borrowings
125,900
Repayments
(152,700)
Fair value at March 31, 2021
$ 22,400
The fair value of the collateral under the Credit Facility was $537.5 million and $524.0 million as of March 31, 2022 and 2021, respectively.
108
Table of Contents
Notes Payable
5.00% Notes due 2026
In March 2021, we completed a public offering of 5.00% Notes due 2026 with an aggregate principal amount of $127.9 million (the “2026 Notes”), which resulted in net proceeds of approximately $123.8 million after deducting underwriting discounts, commissions and offering costs borne by us. The 2026 Notes are traded under the ticker symbol “GAINN” on the Nasdaq Global Select Market (“Nasdaq”). The 2026 Notes will mature on May 1, 2026 and may be redeemed in whole or in part at any time or from time to time at our option on or after May 1, 2023. The 2026 Notes bear interest at a rate of 5.00% per year, which is payable quarterly in arrears.
The indenture relating to the 2026 Notes contains certain covenants, including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Company’s asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Exchange Act, we will provide the holders of the 2026 Notes, as applicable, and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements.
The 2026 Notes are recorded at the aggregate principal amount, less underwriting discounts, commissions, and offering costs, on our accompanying Consolidated Statements of Assets and Liabilities . Total underwriting discounts, commissions, and offering costs related to this offering were $4.1 million, which have been recorded as discounts to the aggregate principal amount on our accompanying Consolidated Statements of Assets and Liabilities and are being amortized over the period ending May 1, 2026, the maturity date.
4.875% Notes due 2028
In August 2021, we completed a public offering of 4.875% Notes due 2028 with an aggregate principal amount of $134.6 million (the “2028 Notes”), which resulted in net proceeds of approximately $131.3 million after deducting underwriting discounts, commissions and offering costs borne by us. The 2028 Notes are traded under the ticker symbol “GAINZ” on the Nasdaq. The 2028 Notes will mature on November 1, 2028 and may be redeemed in whole or in part at any time or from time to time at our option on or after November 1, 2023. The 2028 Notes bear interest at a rate of 4.875% per year, which is payable quarterly in arrears.
The indenture relating to the 2028 Notes contains certain covenants, including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Company’s asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Exchange Act, we will provide the holders of the 2028 Notes, as applicable, and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements.
The 2028 Notes are recorded at the aggregate principal amount, less underwriting discounts, commissions, and offering costs, on our accompanying Consolidated Statements of Assets and Liabilities . Total underwriting discounts, commissions, and offering costs related to this offering were $3.3 million, which have been recorded as discounts to the aggregate principal amount on our accompanying Consolidated Statements of Assets and Liabilities and are being amortized over the period ending November 1, 2028, the maturity date.
109
Table of Contents
The following table summarizes our 2026 Notes and 2028 Notes as of March 31, 2022 and 2021:
As of March 31, 2022:
Description Ticker
Symbol Date Issued Maturity Date (A)
Interest
Rate Notes
Outstanding Principal
Amount per
Note Aggregate
Principal Amount
2026 Notes GAINN March 2, 2021 May 1, 2026 5.00% 5,117,500 $ 25.00 $ 127,938
2028 Notes GAINZ August 18, 2021 November 1, 2028 4.875% 5,382,000 $ 25.00 134,550
Notes payable, gross (B)
10,499,500 262,488
Less: Discounts (6,236)
Notes payable, net (C)
$ 256,252
As of March 31, 2021:
Description Ticker
Symbol Date Issued Maturity Date (A)
Interest
Rate Notes
Outstanding Principal
Amount per
Note Aggregate
Principal Amount
2026 Notes GAINN March 2, 2021 May 1, 2026 5.00% 5,117,500 $ 25.00 $ 127,938
Notes payable, gross (B)
127,938
Less: Discounts (4,055)
Notes payable, net (C)
$ 123,883
(A) The 2026 Notes can be redeemed at our option at any time on or after May 1, 2023. The 2028 Notes can be redeemed at our option at any time on or after November 1, 2023.
(B) As of March 31, 2022 and 2021, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 252.9% and 398.0%, respectively.
(C) Reflected as a line item on our accompanying Consolidated Statement of Assets and Liabilities pursuant to the adoption of Accounting Standard Update 2015-03, “Simplifying the Presentation of Debt Issuance Costs.”
The fair value based on the last reported closing prices of the 2026 Notes and the 2028 Notes as of March 31, 2022 was $128.3 million and $134.3 million, respectively. The fair value based on the last reported closing prices of the 2026 Notes as of March 31, 2021 was $132.3 million. We consider the closing price of the 2026 Notes and 2028 Notes to be a Level 1 input within the ASC 820 hierarchy.
Secured Borrowing
In August 2012, we entered into a participation agreement with a third-party related to $5.0 million of our secured second lien term debt investment in Ginsey Home Solutions, Inc. (“Ginsey”). In May 2014, we amended the agreement with the third-party to include an additional $0.1 million. ASC Topic 860, “ Transfers and Servicing ” requires us to treat the participation as a financing-type transaction. Specifically, the third-party has a senior claim to our remaining investment in the event of default by Ginsey which, in part, resulted in the loan participation bearing a rate of interest lower than the contractual rate established at origination. Therefore, our accompanying Consolidated Statements of Assets and Liabilities reflect the entire secured second lien term debt investment in Ginsey and a corresponding $5.1 million secured borrowing liability. The secured borrowing has a stated fixed interest rate of 7.0% and a maturity date of January 3, 2025.
NOTE 6. MANDATORILY REDEEMABLE PREFERRED STOCK
In August 2021, we used a portion of the proceeds from the issuance of our 2028 Notes to voluntarily redeem all outstanding shares of our 6.375% Series E Cumulative Term Preferred Stock (or “Series E Term Preferred Stock” or “Series E”), which had a liquidation preference of $25.00 per share. In connection with the voluntary redemption of our Series E Term Preferred Stock, we incurred a loss on extinguishment of debt of $2.0 million, which was recorded in Realized loss on other in our accompanying Consolidated Statements of Operations and which was primarily comprised of unamortized deferred issuance costs at the time of redemption.
110
Table of Contents
In March 2021, we used a portion of the proceeds from the issuance of our 2026 Notes to voluntarily redeem all outstanding shares of our 6.25% Series D Cumulative Term Preferred Stock (or “Series D Term Preferred Stock” or “Series D”), which had a liquidation preference of $25.00 per share. In connection with the voluntary redemption of our Series D Term Preferred Stock, we incurred a loss on extinguishment of debt of $0.8 million, which was recorded in Realized loss on other in our accompanying Consolidated Statements of Operations and which was primarily comprised of unamortized deferred issuance costs at the time of redemption.
The following tables summarize our Series E Term Preferred Stock outstanding as of March 31, 2021:
As of March 31, 2021 :
Class of Term Preferred Stock
Ticker
Symbol Initial
Issuance Mandatory
Redemption
Date
Interest
Rate Shares
Outstanding Liquidation
Preference
per Share Aggregate
Liquidation
Preference
Series E GAINL August 22, 2018 August 31, 2025 6.375% 3,774,853 $ 25.00 $ 94,371
Term preferred stock, gross (A)
3,774,853 $ 25.00 $ 94,371
Less: Discounts (2,162)
Term preferred stock, net (B)
$ 92,209
(A) As of March 31, 2021, asset coverage on our senior securities that are stock, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 248.6%.
(B) Reflected as a line item on our accompanying Consolidated Statement of Assets and Liabilities .
The following tables summarize dividends declared by our Board of Directors and paid by us on each of our series of mandatorily redeemable preferred stock during the years ended March 31, 2022, 2021, and 2020:
For the Year Ended March 31, 2022 :
Declaration Date Record
Date Payment
Date
Dividend per Share of
Series E Term
Preferred Stock (A)
April 13, 2021 April 23, 2021 April 30, 2021 $ 0.13281250
April 13, 2021 May 19, 2021 May 28, 2021 0.13281250
April 13, 2021 June 18, 2021 June 30, 2021 0.13281250
July 13, 2021 July 23, 2021 July 30, 2021 0.13281250
July 13, 2021 August 23, 2021 August 31, 2021 0.07968750 (B)
Total $ 0.61093750
111
Table of Contents
For the Year Ended March 31, 2021 :
Declaration Date Record Date Payment Date
Dividend per Share of
Series D Term
Preferred Stock (C)
Dividend per Share of
Series E Term
Preferred Stock (A)
April 14, 2020 April 24, 2020 April 30, 2020 $ 0.13020833 $ 0.13281250
April 14, 2020 May 19, 2020 May 29, 2020 0.13020833 0.13281250
April 14, 2020 June 19, 2020 June 30, 2020 0.13020833 0.13281250
July 14, 2020 July 24, 2020 July 31, 2020 0.13020833 0.13281250
July 14, 2020 August 24, 2020 August 31, 2020 0.13020833 0.13281250
July 14, 2020 September 23, 2020 September 30, 2020 0.13020833 0.13281250
October 13, 2020 October 23, 2020 October 30, 2020 0.13020833 0.13281250
October 13, 2020 November 20, 2020 November 30, 2020 0.13020833 0.13281250
October 13, 2020 December 23, 2020 December 31, 2020 0.13020833 0.13281250
January 12, 2021 January 22, 2021 January 29, 2021 0.13020833 0.13281250
January 12, 2021 February 17, 2021 February 26, 2021 0.13020833 0.13281250
January 12, 2021 March 18, 2021 March 31, 2021 0.00868056 (D)
0.13281250
Total $ 1.44097219 $ 1.59375000
For the Year Ended March 31, 2020 :
Declaration Date Record Date Payment Date
Dividend per Share of
Series D Term
Preferred Stock (C)
Dividend per Share of
Series E Term
Preferred Stock (A)
April 9, 2019 April 22, 2019 April 30, 2019 $ 0.13020833 $ 0.13281250
April 9, 2019 May 22, 2019 May 31, 2019 0.13020833 0.13281250
April 9, 2019 June 19, 2019 June 28, 2019 0.13020833 0.13281250
July 9, 2019 July 22, 2019 July 31, 2019 0.13020833 0.13281250
July 9, 2019 August 20, 2019 August 30, 2019 0.13020833 0.13281250
July 9, 2019 September 17, 2019 September 30, 2019 0.13020833 0.13281250
October 8, 2019 October 22, 2019 October 31, 2019 0.13020833 0.13281250
October 8, 2019 November 19, 2019 November 29, 2019 0.13020833 0.13281250
October 8, 2019 December 19, 2019 December 31, 2019 0.13020833 0.13281250
January 14, 2020 January 24, 2020 January 31, 2020 0.13020833 0.13281250
January 14, 2020 February 19, 2020 February 28, 2020 0.13020833 0.13281250
January 14, 2020 March 20, 2020 March 31, 2020 0.13020833 0.13281250
$ 1.56249996 $ 1.59375000
(A) We voluntarily redeemed all outstanding shares of our Series E Term Preferred Stock on August 19, 2021
(B) Represents accrued and unpaid dividends up to, but excluding, the redemption date of August 19, 2021.
(C) We voluntarily redeemed all outstanding shares of our Series D Term Preferred Stock on March 3, 2021.
(D) Represents accrued and unpaid dividends up to, but excluding, the redemption date of March 3, 2021.
The federal income tax characteristics of dividends paid to our preferred stockholders generally constitute ordinary income or capital gains to the extent of our current and accumulated earnings and profits and are reported after the end of the calendar year based on tax information for the full fiscal year. Estimates of tax characterization made on a quarterly basis may not be representative of the actual tax characterization of dividends for the full year. Estimates made on a quarterly basis are updated as of each interim reporting date. The tax characterization of dividends paid to our preferred stockholders during the calendar year ended December 31, 2021 was 71.3% from ordinary income and 28.7% from capital gains. The tax characterization of dividends paid to our preferred stockholders during the calendar year ended December 31, 2020 was 42.1% from ordinary income and 57.9% from capital gains.
112
Table of Contents
In accordance with ASC Topic 480, “ Distinguishing Liabilities from Equity ,” mandatorily redeemable financial instruments should be classified as liabilities on the balance sheet. Our mandatorily redeemable preferred stock is recorded at the liquidation preference, less discounts, on our accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2022 and 2021. The related dividend payments to preferred stockholders are treated as dividend expense on our accompanying Consolidated Statements of Operations on the ex-dividend date.
The fair value of our Series E Term Preferred Stock, based on the last reported closing sale price as of March 31, 2021, which we consider to be a Level 1 input within the fair value hierarchy, was $96.1 million.
NOTE 7. REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS
Registration Statement
On September 3, 2021, we filed a registration statement on Form N-2 (File No. 333-259302), which the SEC declared effective on October 15, 2021. The registration statement permits us to issue, through one or more transactions, up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities. As of March 31, 2022, we had the ability to issue up to $300.0 million of the securities registered under the registration statement.
Common Equity Offerings
In December 2019, we entered into equity distribution agreements with Wedbush Securities, Inc., Cantor Fitzgerald & Co., and Ladenburg Thalmann & Co., Inc. (each a “Common Stock ATM Sales Agent”), under which we had the ability to issue and sell shares of our common stock, from time to time, through the Common Stock ATM Sales Agents, up to an aggregate offering price of $35.0 million in an at-the-market program (the “Common Stock ATM Program”). On August 11, 2021, we terminated the equity distribution agreements with each of the Common Stock ATM Sales Agents.
We did not sell any shares of our common stock under the Common Stock ATM Program during the year ended March 31, 2022. During the year ended March 31, 2021, we sold 155,560 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $11.39 per share and raised approximately $1.8 million of gross proceeds. The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $11.17 and resulted in total net proceeds of approximately $1.7 million. These sales were above our then current estimated NAV per share.
During the year ended March 31, 2020, we sold 227,004 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $13.80 per share and raised approximately $3.1 million of gross proceeds. The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $13.55 and resulted in total net proceeds of approximately $3.1 million. These sales were above our then current estimated NAV per share.
NOTE 8. NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER WEIGHTED-AVERAGE COMMON SHARE
The following table sets forth the computation of basic and diluted net increase (decrease) in net assets resulting from operations per weighted-average common share for the years ended March 31, 2022, 2021, and 2020:
Year Ended March 31,
2022 2021 2020
Numerator: net increase (decrease) in net assets resulting from operations
$ 102,316 $ 42,454 $ (7,234)
Denominator: basic and diluted weighted-average common shares
33,205,023 33,176,760 32,865,840
Basic and diluted net increase (decrease) in net assets resulting from operations per weighted-average common share
$ 3.08 $ 1.28 $ (0.22)
113
Table of Contents
NOTE 9. DISTRIBUTIONS TO COMMON STOCKHOLDERS
To qualify to be taxed as a RIC under Subchapter M of the Code, we must generally distribute to our stockholders, for each taxable year, at least 90% of our Investment Company Taxable Income. The amount to be paid out as distributions to our stockholders is determined by our Board of Directors and is based upon management’s estimate of Investment Company Taxable Income and net long-term capital gains, as well as amounts to be distributed in accordance with Section 855(a) of the Code. Based on that estimate, our Board of Directors declares monthly distributions, and supplemental distributions, as appropriate, to stockholders each quarter and deemed distributions of long-term capital gains annually as of the end of the fiscal year, as applicable.
The U.S. federal income tax characteristics of cash distributions paid to our common stockholders generally are reported to stockholders on IRS Form 1099 after the end of each calendar year. Estimates of tax characterization made on a quarterly basis may not be representative of the actual tax characterization of cash distributions for the full year. Estimates made on a quarterly basis are updated as of each interim reporting date. The tax characterization of cash distributions paid to our common stockholders during the calendar year ended December 31, 2021 was 71.3% from ordinary income and 28.7% from capital gains. The tax characterization of cash distributions paid to our common stockholders during the calendar year ended December 31, 2020 was 93.9% from ordinary income and 6.1% from capital gains .
The following tables detail the monthly distributions to our common stockholders for the years ended March 31, 2022, 2021 and 2020.
For the Year Ended March 31, 2022 :
Declaration Date
Record Date Payment Date Distribution
per Common Share
April 13, 2021 April 23, 2021 April 30, 2021 $ 0.070
April 13, 2021 May 19, 2021 May 28, 2021 0.070
April 13, 2021 June 8, 2021 June 17, 2021 0.060 (A)
April 13, 2021 June 18, 2021 June 30, 2021 0.070
July 13, 2021 July 23, 2021 July 30, 2021 0.070
July 13, 2021 August 23, 2021 August 31, 2021 0.070
July 13, 2021 September 3, 2021 September 15, 2021 0.030 (A)
July 13, 2021 September 22, 2021 September 30, 2021 0.070
October 12, 2021 October 22, 2021 October 29, 2021 0.075
October 12, 2021 November 19, 2021 November 30, 2021 0.075
October 12, 2021 December 7, 2021 December 15, 2021 0.090 (A)
October 12, 2021 December 23, 2021 December 31, 2021 0.075
January 11, 2022 January 21, 2022 January 31, 2022 0.075
January 11, 2022 February 4, 2022 February 14, 2022 0.120 (A)
January 11, 2022 February 18, 2022 February 28, 2022 0.075
January 11, 2022 March 23, 2022 March 31, 2022 0.075
Year ended March 31, 2022
$ 1.170
114
Table of Contents
For the Year Ended March 31, 2021 :
Declaration Date
Record Date Payment Date Distribution
per Common Share
April 14, 2020 April 24, 2020 April 30, 2020 $ 0.070
April 14, 2020 May 19, 2020 May 29, 2020 0.070
April 14, 2020 June 8, 2020 June 17, 2020 0.090 (A)
April 14, 2020 June 19, 2020 June 30, 2020 0.070
July 14, 2020 July 24, 2020 July 31, 2020 0.070
July 14, 2020 August 24, 2020 August 31, 2020 0.070
July 14, 2020 September 23, 2020 September 30, 2020 0.070
October 13, 2020 October 23, 2020 October 30, 2020 0.070
October 13, 2020 November 20, 2020 November 30, 2020 0.070
October 13, 2020 December 23, 2020 December 31, 2020 0.070
January 12, 2021 January 22, 2021 January 29, 2021 0.070
January 12, 2021 February 17, 2021 February 26, 2021 0.070
January 12, 2021 March 18, 2021 March 31, 2021 0.070
Year ended March 31, 2021:
$ 0.930
For the Year Ended March 31, 2020 :
Declaration Date
Record Date Payment Date Distribution
per Common Share
April 9, 2019 April 22, 2019 April 30, 2019 $ 0.068
April 9, 2019 May 22, 2019 May 31, 2019 0.068
April 9, 2019 June 5, 2019 June 14, 2019 0.090 (A)
April 9, 2019 June 19, 2019 June 28, 2019 0.068
July 9, 2019 July 22, 2019 July 31, 2019 0.068
July 9, 2019 August 20, 2019 August 30, 2019 0.068
July 9, 2019 September 4, 2019 September 13, 2019 0.030 (A)
July 9, 2019 September 17, 2019 September 30, 2019 0.068
October 8, 2019 October 22, 2019 October 31, 2019 0.068
October 8, 2019 November 19, 2019 November 29, 2019 0.068
October 8, 2019 December 3, 2019 December 13, 2019 0.090 (A)
October 8, 2019 December 19, 2019 December 31, 2019 0.068
January 14, 2020 January 24, 2020 January 31, 2020 0.070
January 14, 2020 February 19, 2020 February 28, 2020 0.070
January 14, 2020 March 20, 2020 March 31, 2020 0.070
Year ended March 31, 2020:
$ 1.032
(A) Represents a supplemental distribution to common stockholders.
Aggregate cash distributions to our common stockholders declared and paid for the years ended March 31, 2022, 2021 and 2020 were $38.9 million, $30.9 million, and $33.9 million, respectively.
For the fiscal years ended March 31, 2022, 2021, and 2020, Investment Company Taxable Income exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $13.9 million, $16.1 million, and $17.9 million, respectively, of the first distributions paid subsequent to fiscal year-end, as having been paid in the prior year. In addition, for the fiscal years ended March 31, 2022, 2021, and 2020, net capital gains exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $15.7 million, $8.5 million, and $5.3 million, respectively, of the first distributions paid subsequent to fiscal year-end as having been paid in the prior year.
115
Table of Contents
We may distribute our net long-term capital gains, if any, in cash or elect to retain some or all of such gains, pay taxes at the U.S. federal corporate-level income tax rate on the amount retained, and designate the retained amount as a “deemed distribution.” If we elect to retain net long-term capital gains and deem them distributed, each U.S. common stockholder will be treated as if they received a distribution of their pro-rata share of the retained net long-term capital gain and the U.S. federal income tax paid. As a result, each U.S. common stockholder will (i) be required to report their pro-rata share of the retained gain on their tax return as long-term capital gain, (ii) receive a refundable tax credit for their pro-rata share of federal income tax paid by us on the retained gain, and (iii) increase the tax basis of their shares of common stock by an amount equal to the deemed distribution less the tax credit. To use the deemed distribution approach, we must provide written notice to our common stockholders prior to the expiration of 60 days after the close of the relevant taxable year. For the years ended March 31, 2022 and 2021, we did not elect to retain long-term capital gains and to treat them as deemed distributions to common stockholders. For the year ended March 31, 2020, we elected to retain $38.0 million, or $1.15 per common share, of long-term capital gains and to treat them as a deemed distribution to common stockholders. For the year ended March 31, 2020, we incurred $8.0 million, or $0.24 per common share, of federal income taxes on behalf of common stockholders, which were included in Taxes on deemed distribution of long-term capital gains on our accompanying Consolidated Statements of Operations and in Other liabilities on our Consolidated Statements of Assets and Liabilities as of March 31, 2020, which were paid subsequent to March 31, 2020.
We incurred $2.3 million of Virginia state taxes related to the deemed distributions for the year ended March 31, 2020, which were included in Taxes on deemed distribution of long-term capital gains on our accompanying Consolidated Statements of Operations and in Other Liabilities on our Consolidated Statements of Assets and Liabilities as of March 31, 2020, and which were paid subsequent to March 31, 2020.
The components of our net assets on a tax basis were as follows:
Year Ended March 31,
2022 2021
Common stock
$ 33 $ 33
Capital in excess of par value
397,948 400,796
Cumulative unrealized (depreciation) appreciation of investments
43,760 (30,497)
Undistributed ordinary income 13,862 16,141
Undistributed capital gain
15,731 8,513
Other temporary differences
(25,504) (12,622)
Net Assets
$ 445,830 $ 382,364
For the years ended March 31, 2022 and 2021, we recorded the following adjustments for estimated permanent book-tax differences to reflect tax character. Results of operations, total net assets, and cash flows were not affected by these adjustments.
Tax Year Ended March 31,
2022 2021
(Overdistributed) underdistributed net investment income
$ (333) $ 5,692
Accumulated net realized gain (loss) in excess of distributions
$ 3,181 $ (3,728)
Capital in excess of par value
$ (2,848) $ (1,964)
NOTE 10. FEDERAL AND STATE INCOME TAXES
We intend to continue to maintain our qualifications as a RIC for federal income tax purposes. As a RIC, we generally are not subject to federal income tax on the portion of our taxable income and gains that we distribute to stockholders. To maintain our qualification as a RIC, we must maintain our status as a BDC and meet certain source-of-income and asset diversification requirements. In addition, to qualify to be taxed as a RIC, we must distribute to stockholders at least 90% of our Investment Company Taxable Income. Our policy generally is to make distributions to our stockholders in an amount up to 100% of our Investment Company Taxable Income. We may retain some or all of our net long-term capital gains, if any, and designate them as deemed distributions, or distribute such gains to stockholders in cash. Because we have distributed or intend to distribute 100% of our Investment Company Taxable Income and net long-term capital gains, no income tax provisions have been recorded for the years ended March 31, 2022, 2021, and 2020.
116
Table of Contents
In an effort to limit federal excise taxes, we have to distribute to stockholders, during each calendar year, an amount close to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our net capital gains (both long-term and short-term), if any, for the one-year period ending on October 31 of the calendar year and (3) any income realized, but not distributed, in the preceding period (to the extent that income tax was not imposed on such amounts), less certain reductions, as applicable . We incurred an excise tax of $0.7 million, $0.5 million, and $0.8 million for the calendar years ended December 31, 2021, 2020 and 2019, respectively.
Under the RIC Modernization Act, we are permitted to carryforward any capital losses that we may incur for an unlimited period, and such capital loss carryforwards will retain their character as either short-term or long-term capital losses. Our capital loss carryforward balance was $0 as of both March 31, 2022 and 2021.
NOTE 11. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
We are party to certain legal proceedings incidental to the normal course of our business. We are required to establish reserves for litigation matters where those matters present loss contingencies that are both probable and estimable. When loss contingencies are not both probable and estimable, we do not establish reserves. Based on current knowledge, we do not believe that loss contingencies, if any, arising from pending investigations, litigation, or regulatory matters will have a material adverse effect on our financial condition, results of operation, or cash flows. Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and, therefore, as of March 31, 2022 and 2021, we had no established reserves for such loss contingencies.
Escrow Holdbacks
From time to time, we enter into arrangements relating to exits of certain investments whereby specific amounts of the proceeds are held in escrow to be used to satisfy potential obligations, as stipulated in the sales agreements. We record escrow amounts in Restricted cash and cash equivalents, if received in cash but subject to potential obligations or other contractual restrictions, or as escrow receivables in Other assets, net, if not yet received in cash, on our accompanying Consolidated Statements of Assets and Liabilities . We establish reserves and holdbacks against escrow amounts if we determine that it is probable and estimable that a portion of the escrow amounts will not ultimately be released or received at the end of the escrow period. Reserves and holdbacks against escrow amounts were $0.2 million and $0.7 million as of March 31, 2022 and 2021, respectively.
Financial Commitments and Obligations
We may have line of credit and delayed draw term loan commitments to certain of our portfolio companies that have not been fully drawn. Since these line of credit and delayed draw term loan commitments have expiration dates and we expect many will never be fully drawn, the total line of credit and delayed draw term loan commitment amounts do not necessarily represent future cash requirements. We estimate the fair value of the combined unused line of credit and delayed draw term loan commitments as of March 31, 2022 and 2021 to be immaterial.
We have also extended guaranties on behalf of two of our portfolio companies. As of March 31, 2022, the following guaranties were outstanding:
• A $1.0 million continuing guaranty of a wholesale financing facility agreement (the “Floor Plan Facility”) between DLL Finance LLC (f/k/a Agricredit Acceptance, LLC) and Country Club Enterprises, LLC . The Floor Plan Facility provides Country Club Enterprises, LLC with financing to bridge the time and cash flow gap between the order and delivery of golf carts to customers.
• A $9.3 million guaranty that we extended in February 2022, on behalf of J.R. Hobbs, whereby we have guaranteed 50% of their obligations with another lender, with a maximum amount of $9.3 million.
As of March 31, 2022 and 2021, we have not been required to make any payments on these guaranties, or any guaranties that existed in previous periods, and we consider the credit risk to be remote and the fair value of the guaranty as of March 31, 2022 and 2021 to be immaterial.
117
Table of Contents
The following table summarizes the principal balances of unused line of credit and delayed draw term loan commitments and guaranties as of March 31, 2022 and 2021, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities :
As of March 31,
2022 2021
Unused line of credit and delayed draw term loan commitments
$ 4,250 $ 3,000
Guaranties
10,250 1,000
Total
$ 14,500 $ 4,000
118
Table of Contents
NOTE 12. FINANCIAL HIGHLIGHTS
As of and for the Year Ended March 31,
2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
Per Common Share Data:
Net asset value at beginning of year (A)
$ 11.52 $ 11.17 $ 12.40 $ 10.85 $ 9.95 $ 9.22 $ 9.18 $ 8.34 9.10 9.38
Income from investment operations (B)
Net investment income
0.45 0.54 1.11 0.23 0.68 0.74 0.68 0.75 0.73 0.68
Net realized gain (loss) on investments and other
0.37 0.32 1.36 2.04 0.04 0.51 (0.15) — 0.31 0.03
Taxes on deemed distributions of long-term capital gains
— — (0.31) (0.41) — — — — — —
Net unrealized appreciation (depreciation) of investments and other
2.26 0.42 (2.38) 0.63 1.16 0.23 0.29 1.13 (1.09) —
Total from investment operations
3.08 1.28 (0.22) 2.49 1.88 1.48 0.82 1.88 (0.05) 0.71
Effect of equity capital activity (B)
Cash distributions to common stockholders from net investment income (C)
(0.91) (0.83) (0.75) (0.69) (0.84) (0.75) (0.64) (0.77) (0.71) (0.60)
Cash distributions to common stockholders from realized gains (C)
(0.26) (0.10) (0.28) (0.24) (0.05) — (0.11) — — —
Discounts, commissions, and offering costs
— — — — (0.03) — (0.01) (0.03) — (0.08)
Net accretive (dilutive) effect of equity offering (D)
— — 0.01 — (0.04) — (0.03) (0.22) — (0.31)
Total from equity capital activity
(1.17) (0.93) (1.02) (0.93) (0.96) (0.75) (0.79) (1.02) (0.71) (0.99)
Other, net (E)
— — 0.01 (0.01) (0.02) — 0.01 (0.02) — —
Net asset value at end of year (A)
$ 13.43 $ 11.52 $ 11.17 $ 12.40 $ 10.85 9.95 9.22 9.18 8.34 9.10
Per common share market value at beginning of year
$ 12.23 $ 7.85 $ 11.60 $ 10.10 $ 9.07 7.02 $ 7.40 8.27 7.31 7.57
Per common share market value at end of year
$ 16.13 $ 12.23 $ 7.85 $ 11.60 $ 10.10 $ 9.07 $ 7.02 $ 7.40 $ 8.27 $ 7.31
Total investment return (F)
42.40 % 70.65 % (26.23 %) 24.95 % 21.82 % 41.58 % 4.82 % 11.96 % 24.26 % 4.73 %
Common stock outstanding at end of year (A)
33,205,023 33,205,023 33,049,463 32,822,459 32,653,635 30,270,958 30,270,958 29,775,958 26,475,958 26,475,958
Consolidated Statement of Assets and Liabilities Data:
Net assets at end of year
$ 445,830 $ 382,364 $ 369,031 $ 407,110 $ 354,200 $ 301,082 $ 279,022 $ 273,429 $ 220,837 $ 240,963
Average net assets (G)
$ 425,985 $ 365,568 $ 404,336 $ 391,786 $ 328,533 $ 294,030 $ 276,293 $ 229,350 $ 231,356 $ 216,751
Senior Securities Data:
Total borrowings, at cost
$ 267,584 $ 155,434 $ 54,296 $ 58,096 $ 112,096 $ 74,796 $ 100,096 $ 123,896 $ 66,250 $ 94,016
Mandatorily redeemable preferred stock (H)
$ — $ 94,371 $ 132,250 $ 132,250 $ 139,150 $ 139,150 $ 121,650 $ 81,400 $ 40,000 $ 40,000
Ratios/Supplemental Data:
Ratio of net expenses to average net assets (I)
13.51 % 10.58 % 6.32 % 13.30 % 11.08 % 10.02 % 10.94 % 9.48 % 7.33 % 6.48 %
Ratio of net investment income to average net assets (J)
3.52 % 4.91 % 8.99 % 1.92 % 6.68 % 7.63 % 7.50 % 8.68 % 8.35 % 7.61 %
119
Table of Contents
(A) Based on actual shares of common stock outstanding at the beginning or end of the corresponding year, as appropriate.
(B) Based on weighted-average basic common share data for the corresponding year.
(C) The tax character of distributions is determined based on taxable income calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP. For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 9 — Distributions to Common Stockholders .
(D) During the year ended March 31, 2020, the accretive effect is the result of issuing common shares at a price above the then current NAV per share. During the year ended March 31, 2018, 2016, 2015, and 2013, the net dilutive effect is the result of issuing common shares at a price below the then current NAV per share.
(E) Represents the impact of the different share amounts (weighted-average basic common shares outstanding for the corresponding year and actual common shares outstanding at the end of the year) in the Per Common Share Data calculations and rounding impacts.
(F) Total investment return equals the change in the market value of our common stock from the beginning of the year, taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan. Total return does not take into account distributions that may be characterized as a return of capital. For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 9 — Distributions to Common Stockholders .
(G) Calculated using the average balance of net assets at the end of each month of the reporting year.
(H) Represents the aggregate liquidation preference of our mandatorily redeemable preferred stock.
(I) Ratio of net expenses to average net assets is computed using total expenses, net of any non-contractual, unconditional, and irrevocable credits of fees from the Adviser. Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of expenses to average net assets would have been 16.72%, 13.33%, 9.12%, 16.45%, 14.11%, 13.46%, 14.50%, 12.90%, 10.20%, and 8.81% for the fiscal years ended March 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, and 2013 respectively.
Had we included Virginia state taxes incurred on the deemed distributions of retained capital gains for the fiscal year ended March 31, 2020 and 2019, the ratio of net expenses to average net assets would have been 6.89% and 14.07%, respectively.
(J) Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of net investment income (loss) to average net assets would have been 0.31%,2.16%, 6.20%, (1.22%), 3.66%, 4.19%, 3.94%, 5.26%, 5.48%, and 5.28% for the fiscal years ended March 31, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, and 2013 respectively.
120
Table of Contents
NOTE 13. UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES
In accordance with the SEC’s Regulation S-X, we do not consolidate portfolio company investments. Further, in accordance with ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.
We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w)(2) of the SEC’s Regulation S-X as of or during at least one of the years ended March 31, 2022, 2021 and 2020.
NOTE 14. SUBSEQUENT EVENTS
Distributions and Dividends
In April 2022, our Board of Directors declared the following monthly and supplemental cash distributions to common stockholders:
Record Date
Payment Date Distribution per Common Share
April 22, 2022 April 29, 2022 $ 0.075
May 20, 2022 May 31, 2022 0.075
June 6, 2022 June 15, 2022 0.120 (A)
June 22, 2022 June 30, 2022 0.075
Total for the Quarter: $ 0.345
(A) Represents a supplemental distribution to common stockholders.
121
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.