18 unchanged sentences
Line of credit at fair value (Cost of $ 46,200 and $ 35,200 , respectively)
+Added: $ 46,160 $ 35,171
Notes payable, net
329,999 257,436
−Removed: Secured borrowing
Total borrowings
14 unchanged sentences
402,405 401,798
−Removed: Cumulative net unrealized appreciation (depreciation) of investments
+Added: Cumulative net unrealized appreciation of investments
32,093 32,913
−Removed: Underdistributed (overdistributed) net investment income
+Added: Cumulative net unrealized depreciation of other 40 29
+Added: Overdistributed net investment income
( 3,880 ) ( 5,527 )
Accumulated net realized gain in excess of distributions
−Removed: 10,840 15,696
Total distributable earnings
10 unchanged sentences
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
−Removed: Three Months Ended December 31, Nine Months Ended December 31,
−Removed: 2022 2021 2022 2021
+Added: Three Months Ended June 30,
INVESTMENT INCOME
3 unchanged sentences
Affiliate investments
−Removed: 4,689 5,100 12,985 20,609
−Removed: Control investments — 3 — 500
Cash and cash equivalents
4 unchanged sentences
Affiliate investments
−Removed: 4,466 — 6,018 1,589
Total dividend income
−Removed: 4,466 — 10,847 1,592
Success fee income
Non-Control/Non-Affiliate investments
−Removed: 1,061 — 7,794 1,650
−Removed: Affiliate investments
−Removed: — 3,398 — 6,430
Total success fee income
−Removed: 1,061 3,398 7,794 8,080
Total investment income
3 unchanged sentences
Loan servicing fee (A)
−Removed: 2,080 1,768 5,754 5,430
Incentive fee (A)
−Removed: 3,945 2,587 7,722 22,186
Administration fee (A)
−Removed: 410 437 1,352 1,407
Interest expense on borrowings
−Removed: 4,074 3,918 11,715 9,300
−Removed: Dividends on mandatorily redeemable preferred stock
Amortization of deferred financing costs and discounts
−Removed: 452 447 1,350 1,355
Professional fees
−Removed: 331 444 1,564 1,093
Other general and administrative expenses
−Removed: 780 562 2,793 2,735
Expenses before credits from Adviser
11 unchanged sentences
Non-Control/Non-Affiliate investments
−Removed: $ 473 $ 113 $ 7,504 $ 256
Affiliate investments
−Removed: 3,371 21,936 3,371 24,186
Control investments
−Removed: — — ( 277 ) —
−Removed: Other — — — ( 1,998 )
Total net realized gain
−Removed: 3,844 22,049 10,598 22,444
Net unrealized appreciation (depreciation):
Non-Control/Non-Affiliate investments
−Removed: 2,683 6,275 16,687 38,278
Affiliate investments
1 unchanged sentence
Control investments
−Removed: — — — ( 3,119 )
Total net unrealized (depreciation) appreciation
−Removed: 3,366 ( 20,102 ) ( 7,065 ) 54,916
−Removed: Net realized and unrealized gain (loss) 7,210 1,947 3,533 77,360
+Added: Net realized and unrealized gain 346 4,664
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
13 unchanged sentences
$ 439,742 $ 445,830
−Removed: Net investment income (loss) 7,371 ( 2,304 )
−Removed: Net realized gain on investments 4,452 1,929
−Removed: Net unrealized appreciation (depreciation) of investments 212 47,514
−Removed: Net increase in net assets from operations
−Removed: 12,035 47,139
−Removed: DISTRIBUTIONS (A)
−Removed: Distributions to common stockholders from net investment income ( $ 0.10 and $ 0.20 per share, respectively)
−Removed: ( 3,188 ) ( 6,593 )
−Removed: Distributions to common stockholders from net realized gains ( $ 0.25 and $ 0.07 per share, respectively)
−Removed: ( 8,268 ) ( 2,372 )
−Removed: Net decrease in net assets from distributions
−Removed: ( 11,456 ) ( 8,965 )
−Removed: CAPITAL ACTIVITY
−Removed: Issuance of common stock
−Removed: Discounts, commissions, and offering costs for issuance of common stock
−Removed: Net increase in net assets from capital activity
−Removed: NET INCREASE (DECREASE) IN NET ASSETS
−Removed: NET ASSETS, JUNE 30
−Removed: $ 446,409 $ 420,538
Net investment income 8,440 7,371
Net realized gain on investments 1,155 4,452
−Removed: Net realized loss on other — ( 1,998 )
Net unrealized (depreciation) appreciation of investments ( 820 ) 212
−Removed: Net increase in net assets from operations
−Removed: DISTRIBUTIONS (A)
−Removed: Distributions to common stockholders from net investment income ( $ 0.14 and $ 0.16 per share, respectively)
−Removed: ( 4,678 ) ( 5,490 )
−Removed: Distributions to common stockholders from net realized gains ( $ 0.08 and $ 0.08 per share, respectively)
−Removed: ( 2,797 ) ( 2,482 )
−Removed: Net decrease in net assets from distributions
−Removed: ( 7,475 ) ( 7,972 )
−Removed: CAPITAL ACTIVITY
−Removed: Issuance of common stock
−Removed: Discounts, commissions, and offering costs for issuance of common stock
−Removed: Net increase in net assets from capital activity
−Removed: NET INCREASE (DECREASE) IN NET ASSETS
−Removed: ( 3,939 ) 20,163
−Removed: NET ASSETS, SEPTEMBER 30
−Removed: $ 442,470 $ 440,701
−Removed: Net investment income $ 8,569 $ 8,399
−Removed: Net realized gain on investments 3,844 22,049
−Removed: Net unrealized appreciation (depreciation) of investments 3,366 ( 20,102 )
+Added: Net unrealized depreciation of other 11 —
Net increase in net assets from operations
−Removed: 15,779 10,346
DISTRIBUTIONS (A)
11 unchanged sentences
( 3,307 ) 579
−Removed: NET ASSETS, DECEMBER 31
+Added: NET ASSETS, JUNE 30
$ 436,435 $ 446,409
4 unchanged sentences
(IN THOUSANDS)
−Removed: Nine Months Ended December 31,
+Added: Three Months Ended June 30,
CASH FLOWS FROM OPERATING ACTIVITIES
5 unchanged sentences
Principal repayments of investments
−Removed: 50,300 46,898
Net proceeds from the sale and recapitalization of investments
−Removed: 35,533 50,018
Net realized gain on investments
( 1,155 ) ( 4,452 )
−Removed: Net realized loss on other
Net unrealized depreciation (appreciation) of investments
−Removed: 7,065 ( 54,916 )
+Added: Net unrealized depreciation of other
Amortization of premiums, discounts, and acquisition costs, net
−Removed: ( 12 ) ( 14 )
Amortization of deferred financing costs and discounts
−Removed: Bad debt expense, net of recoveries
+Added: Bad debt (recoveries) expense, net
Changes in assets and liabilities:
(Increase) decrease in interest receivable
−Removed: ( 1,036 ) 156
−Removed: Decrease (increase) in due from administrative agent
+Added: Decrease in due from administrative agent
+Added: Increase in other assets, net
( 684 ) ( 239 )
−Removed: (Increase) decrease in other assets, net
Increase in accounts payable and accrued expenses
−Removed: Increase in interest payable
+Added: Increase (decrease) in interest payable
(Decrease) increase in fees due to Adviser (A)
−Removed: Decrease in fee due to Administrator (A)
−Removed: ( 63 ) ( 39 )
−Removed: Increase (decrease) in other liabilities
+Added: Increase in fee due to Administrator (A)
+Added: Increase in other liabilities
Net cash (used in) provided by operating activities ( 36,447 ) 41,312
CASH FLOWS FROM FINANCING ACTIVITIES
−Removed: Proceeds from issuance of common stock
−Removed: Discounts, commissions, and offering costs for issuance of common stock ( 48 ) —
Proceeds from line of credit
−Removed: 82,900 111,700
Repayments on line of credit
−Removed: ( 53,300 ) ( 134,100 )
Proceeds from issuance of notes payable 74,750 —
−Removed: Redemption of mandatorily redeemable preferred stock — ( 94,371 )
Deferred financing and offering costs
12 unchanged sentences
(A) Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.
−Removed: Supplemental disclosures of non-cash operating activities:
−Removed: • In August 2022, in conjunction with a refinancing at Ginsey Home Solutions, Inc.
−Removed: ("Ginsey"), there was a $ 5.1 million payment made by Ginsey to extinguish our secured borrowing liability.
−Removed: Refer to Note 3 - Investments and Note 5 - Borrowings for further discussion.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
1 unchanged sentence
CONSOLIDATED SCHEDULE OF INVESTMENTS
−Removed: DECEMBER 31, 2022
+Added: JUNE 30, 2023
(DOLLAR AMOUNTS IN THOUSANDS)
Company and Investment (A)(B)(D)(E)
−Removed: Principal/Shares/ Units (F)(I)
+Added: Principal/Shares/ Units (F)(H)
Cost Fair Value
−Removed: NON-CONTROL/NON-AFFILIATE INVESTMENTS (M) – 111.6 %
+Added: NON-CONTROL/NON-AFFILIATE INVESTMENTS (L) – 118.2 %
Secured First Lien Debt – 67.1 %
−Removed: Buildings and Real Estate Total – 8.5 %
+Added: Buildings and Real Estate – 8.8 %
Dema/Mai Holdings, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.4 % Cash, Due 7/2027) (K)
+Added: – Term Debt (SOFR+ 11.0 %, 16.1 % Cash, Due 7/2027) (J)
$ 38,250 $ 38,250 $ 38,250
1 unchanged sentence
Phoenix Door Systems, Inc.
−Removed: – Line of Credit, $ 0 available (L+ 7.0 %, 11.4 % Cash ( 0.3 % Unused Fee), Due 3/2024) (J)
+Added: – Line of Credit, $ 0 available (SOFR+ 7.0 %, 12.1 % Cash ( 0.3 % Unused Fee), Due 3/2024) (J)
2,750 2,750 2,750
Phoenix Door Systems, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.4 % Cash, Due 9/2024) (J)
+Added: – Term Debt (SOFR+ 11.0 %, 16.1 % Cash, Due 9/2024) (J)
3,200 3,200 3,200
1 unchanged sentence
Counsel Press, Inc.
−Removed: – Term Debt (L+ 11.8 %, 16.1 % Cash, Due 3/2023) (K)
+Added: – Term Debt (SOFR+ 11.8 %, 16.9 % Cash, Due 3/2024) (J)
21,100 21,100 21,100
Counsel Press, Inc.
−Removed: – Term Debt (L+ 13.0 %, 17.4 % Cash, Due 3/2023) (K)
+Added: – Term Debt (SOFR+ 13.0 %, 18.1 % Cash, Due 3/2024) (J)
6,400 6,400 6,400
Horizon Facilities Services, Inc.
−Removed: – Term Debt (L+ 7.5 %, 11.9 % Cash, Due 6/2026) (K)
+Added: – Term Debt (SOFR+ 7.5 %, 12.6 % Cash, Due 6/2026) (J)
57,700 57,700 57,700
−Removed: Mason West, LLC – Term Debt (L+ 10.0 %, 14.4 % Cash, Due 7/2025) (K)
+Added: Mason West, LLC – Term Debt (SOFR+ 10.0 %, 15.1 % Cash, Due 7/2025) (J)
25,250 25,250 25,250
2 unchanged sentences
Educators Resource, Inc.
−Removed: – Term Debt (L+ 10.5 %, 14.9 % Cash, Due 11/2023) (K)
+Added: – Term Debt (SOFR+ 10.5 %, 15.6 % Cash, Due 11/2023) (J)
20,000 20,000 20,000
1 unchanged sentence
Brunswick Bowling Products, Inc.
−Removed: – Term Debt (L+ 10.0 %, 14.4 % Cash, Due 1/2026) (K)
+Added: – Term Debt (SOFR+ 10.0 %, 15.1 % Cash, Due 1/2026) (J)
17,700 17,700 17,700
Brunswick Bowling Products, Inc.
−Removed: – Term Debt (L+ 10.0 %, 14.4 % Cash, Due 1/2026) (K)
+Added: – Term Debt (SOFR+ 10.0 %, 15.1 % Cash, Due 1/2026) (J)
6,850 6,850 6,850
Ginsey Home Solutions, Inc.
−Removed: – Term Debt (L+ 10.0 %, 14.4 % Cash, Due 11/2025) (K)
−Removed: 12,200 12,200 12,200
+Added: – Term Debt (SOFR+ 10.0 %, 15.1 % Cash, Due 11/2025) (J)
12,200 12,200 11,069
−Removed: Hotels, Motels, Inns, and Gaming Total – 9.9 %
−Removed: Nocturne Villa Rentals, Inc.
−Removed: – Line of Credit, $ 0 available (L+ 8.0 %, 12.4 % Cash, Due 6/2024) (K)
36,750 35,619
−Removed: Nocturne Villa Rentals, Inc.
−Removed: – Term Debt (L+ 10.5 %, 14.9 % Cash, Due 6/2026) (K)
+Added: Hotels, Motels, Inns, and Gaming – 9.7 %
+Added: Nocturne Luxury Villas, Inc.
+Added: – Line of Credit, $ 2,000 available (SOFR+ 8.0 %, 13.1 % Cash, Due 6/2024) (J)
+Added: Nocturne Luxury Villas, Inc.
+Added: – Term Debt (SOFR+ 10.5 %, 14.5 % Cash, Due 6/2026) (J)(P)
42,450 42,450 42,450
2 unchanged sentences
Schylling, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.4 % Cash, Due 5/2025) (K)
+Added: – Term Debt (SOFR+ 11.0 %, 16.1 % Cash, Due 5/2025) (J)
27,981 27,981 27,981
+Added: Printing and Publishing Total – 2.7 %
+Added: Home Concepts Acquisition, Inc.
+Added: – Line of Credit, $ 2,000 available (SOFR+ 6.0 %, 11.1 % Cash, Due 11/2024) (J)
+Added: Home Concepts Acquisition, Inc.
+Added: – Term Debt (SOFR+ 9.0 %, 14.1 % Cash, Due 5/2028) (J)
+Added: 12,000 12,000 12,000
+Added: 12,000 12,000
Total Secured First Lien Debt $ 293,831 $ 292,700
2 unchanged sentences
Galaxy Technologies Holdings, Inc.
−Removed: – Term Debt (L+ 4.1 %, 8.5 % Cash, Due 10/2026) (K)
+Added: – Term Debt (SOFR+ 4.1 %, 9.2 % Cash, Due 10/2026) (J)
$ 6,900 $ 6,900 $ 6,900
Galaxy Technologies Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 11.4 % Cash, Due 10/2026) (K)
+Added: – Term Debt (SOFR+ 7.0 %, 12.1 % Cash, Due 10/2026) (J)
18,796 18,796 18,796
1 unchanged sentence
Cargo Transport – 3.0 %
−Removed: Diligent Delivery Systems – Term Debt (L+ 9.0 %, 13.4 % Cash, Due 5/2024) (J)
+Added: Diligent Delivery Systems – Term Debt (SOFR+ 9.0 %, 14.1 % Cash, Due 5/2024) (J)
13,000 13,000 13,000
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
+Added: GLADSTONE INVESTMENT CORPORATION
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
+Added: JUNE 30, 2023
+Added: (DOLLAR AMOUNTS IN THOUSANDS)
+Added: Company and Investment (A)(B)(D)(E)
+Added: Principal/Shares/ Units (F)(H)
+Added: Cost Fair Value
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 3.6 %
SFEG Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 11.4 % Cash, Due 11/2024) (K)
+Added: – Term Debt (SOFR+ 7.0 %, 12.1 % Cash, Due 11/2024) (J)
3,128 3,128 3,128
SFEG Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 11.4 % Cash, Due 11/2024) (K)
+Added: – Term Debt (SOFR+ 7.0 %, 12.1 % Cash, Due 11/2024) (J)
12,516 12,516 12,516
4 unchanged sentences
Dema/Mai Holdings, Inc.
−Removed: - Preferred Equity (C)(K)
+Added: - Preferred Equity (C)(J)
21,000 $ 21,000 $ 21,572
−Removed: GLADSTONE INVESTMENT CORPORATION
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
−Removed: DECEMBER 31, 2022
−Removed: (DOLLAR AMOUNTS IN THOUSANDS)
−Removed: Company and Investment (A)(B)(D)(E)
−Removed: Principal/Shares/ Units (F)(I)
−Removed: Cost Fair Value
Diversified/Conglomerate Services – 11.3 %
Counsel Press, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
6,995 6,995 28,894
Horizon Facilities Services, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
10,080 — 6,429
−Removed: Mason West, LLC – Preferred Stock (C)(K)
+Added: Mason West, LLC – Preferred Stock (C)(J)
11,206 11,206 13,885
2 unchanged sentences
Educators Resource, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
8,560 8,560 18,465
1 unchanged sentence
Brunswick Bowling Products, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
6,653 6,653 36,567
Ginsey Home Solutions, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
19,280 9,583 —
1 unchanged sentence
Hotels, Motels, Inns, and Gaming – 4.3 %
−Removed: Nocturne Villa Rentals, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: Nocturne Luxury Villas, Inc.
+Added: – Preferred Stock (C)(J)
6,600 6,600 18,735
1 unchanged sentence
Schylling, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
4,000 4,000 11,967
1 unchanged sentence
SFEG Holdings, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
29,577 4,643 7,431
+Added: Printing and Publishing Total - 0.8 %
+Added: Home Concepts Acquisition, Inc.
+Added: – Preferred Stock (C)(J)
+Added: 3,275 3,275 3,275
Total Preferred Equity
3 unchanged sentences
Galaxy Technologies Holdings, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
16,957 $ 11,513 $ —
Cargo Transport – 0.3 %
−Removed: Diligent Delivery Systems – Common Stock Warrants (C)(K)
+Added: Diligent Delivery Systems – Common Stock Warrants (C)(J)
Diversified/Conglomerate Manufacturing– 0.0 %
Phoenix Door Systems, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
4,221 1,830 —
1 unchanged sentence
Ginsey Home Solutions, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic)- 0.0 %
SFEG Holdings, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
221,500 222 —
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
+Added: GLADSTONE INVESTMENT CORPORATION
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
+Added: JUNE 30, 2023
+Added: (DOLLAR AMOUNTS IN THOUSANDS)
+Added: Company and Investment (A)(B)(D)(E)
+Added: Principal/Shares/ Units (F)(H)
+Added: Cost Fair Value
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: Funko Acquisition Holdings, LLC (L) – Common Units (C)(P)
+Added: Funko Acquisition Holdings, LLC (K) – Common Units (C)(O)
Total Common Equity/Equivalents $ 14,094 $ 1,518
Total Non-Control/Non-Affiliate Investments $ 444,780 $ 515,778
−Removed: AFFILIATE INVESTMENTS (N) – 57.5 %
+Added: AFFILIATE INVESTMENTS (M) – 65.1 %
Secured First Lien Debt – 36.5 %
1 unchanged sentence
Edge Adhesives Holdings, Inc.
−Removed: (L) – Term Debt (L+ 5.5 %, 9.9 % Cash, Due 8/2024) (G)(K)
+Added: (K) – Term Debt (SOFR+ 5.5 %, 10.6 % Cash, Due 8/2024) (G)(J)
$ 9,210 $ 9,210 $ 4,127
−Removed: GLADSTONE INVESTMENT CORPORATION
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
−Removed: DECEMBER 31, 2022
−Removed: (DOLLAR AMOUNTS IN THOUSANDS)
−Removed: Company and Investment (A)(B)(D)(E)
−Removed: Principal/Shares/ Units (F)(I)
−Removed: Cost Fair Value
Diversified/Conglomerate Services – 17.7 %
ImageWorks Display and Marketing Group, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.4 % Cash, Due 11/2025) (K)
+Added: – Term Debt (SOFR+ 11.0 %, 16.1 % Cash, Due 11/2025) (J)
22,000 22,000 22,000
−Removed: - Atlanta, LLC – Line of Credit, $ 0 available (L+ 6.0 %, 10.4 % Cash, Due 6/2025) (G)(K)
+Added: - Atlanta, LLC – Line of Credit, $ 0 available (SOFR+ 6.0 %, 11.1 % Cash, Due 6/2025) (G)(J)
5,000 5,000 2,681
−Removed: - Atlanta, LLC - Term Debt (L+ 6.0 %, 10.4 % Cash, Due 6/2025) (G)(K)
+Added: - Atlanta, LLC - Term Debt (SOFR+ 6.0 %, 11.1 % Cash, Due 6/2025) (G)(J)
16,500 16,500 8,848
−Removed: - Atlanta, LLC – Term Debt (L+ 10.3 %, 14.6 % Cash, Due 6/2025) (G)(K)
+Added: - Atlanta, LLC – Term Debt (SOFR+ 10.3 %, 15.4 % Cash, Due 6/2025) (G)(J)
26,000 26,000 13,942
−Removed: - Atlanta, LLC – Term Debt (L+ 6.0 %, 10.4 % Cash, Due 6/2025) (G)(K)
+Added: - Atlanta, LLC – Term Debt (SOFR+ 6.0 %, 11.1 % Cash, Due 6/2025) (G)(J)
2,438 2,438 1,307
−Removed: The Maids International, LLC – Term Debt (L+ 10.5 %, 14.9 % Cash, Due 3/2025) (K)
+Added: The Maids International, LLC – Term Debt (SOFR+ 10.5 %, 15.6 % Cash, Due 3/2025) (J)
28,560 28,560 28,560
2 unchanged sentences
Old World Christmas, Inc.
−Removed: – Secured First Lien Term Loan (L+ 9.5 %, 13.9 % Cash, Due 12/2025) (K)
+Added: – Term Debt (SOFR+ 9.5 %, 14.6 % Cash, Due 12/2025) (J)
43,000 43,000 43,000
1 unchanged sentence
Utah Pacific Bridge & Steel, Ltd.
−Removed: (L+ 10.0 %, 14.4 % Cash, Due 7/2026) (K)
−Removed: 18,250 18,250 18,250
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.5 %
−Removed: The Mountain Corporation – Line of Credit, $ 0 available (L+ 5.0 %, 9.4 % Cash, Due 5/2023) (G)(K)
+Added: – Term Debt (SOFR+ 10.0 %, 15.1 % Cash, Due 7/2026) (J)
18,250 18,250 18,250
−Removed: The Mountain Corporation – Line of Credit, $ 0 available (L+ 5.0 %, 9.4 % Cash, Due 5/2023) (G)(K)
Telecommunications – 3.8 %
B+T Group Acquisition, Inc.
−Removed: (L) – Line of Credit, $ 0 available (L+ 11.0 %, 15.4 % Cash, Due 12/2024) (K)
+Added: (K) – Line of Credit, $ 0 available (SOFR+ 11.0 %, 16.1 % Cash, Due 12/2024) (J)
2,800 2,800 2,800
B+T Group Acquisition, Inc.
−Removed: (L) – Term Debt (L+ 11.0 %, 15.4 % Cash, Due 12/2024) (K)
+Added: (K) – Term Debt (SOFR+ 11.0 %, 16.1 % Cash, Due 12/2024) (J)
14,000 14,000 14,000
4 unchanged sentences
PSI Molded Plastics, Inc.
−Removed: – Term Debt (L+ 5.5 %, 9.9 % Cash, Due 1/2024) (K)
+Added: – Term Debt (SOFR+ 5.5 %, 10.6 % Cash, Due 1/2024) (J)
$ 26,618 $ 26,618 $ 25,454
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Term Debt (L+ 4.0 %, 8.4 % Cash, Due 4/2024) (G)(K)
+Added: Diversified/Conglomerate Services Total – 5.7 %
+Added: Nth Degree, Inc.
+Added: – Term Debt (SOFR+ 8.5 %, 13.6 % Cash, Due 6/2029) (J)
25,000 $ 25,000 $ 25,000
4 unchanged sentences
PSI Molded Plastics, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
158,598 $ 19,730 $ —
1 unchanged sentence
Edge Adhesives Holdings, Inc.
−Removed: (L) – Preferred Stock (C)(K)
+Added: (K) – Preferred Stock (C)(J)
8,199 8,199 —
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
+Added: GLADSTONE INVESTMENT CORPORATION
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
+Added: JUNE 30, 2023
+Added: (DOLLAR AMOUNTS IN THOUSANDS)
+Added: Company and Investment (A)(B)(D)(E)
+Added: Principal/Shares/ Units (F)(H)
+Added: Cost Fair Value
Diversified/Conglomerate Services – 1.7 %
ImageWorks Display and Marketing Group, Inc.
−Removed: – Preferred Stock (C)(K)
−Removed: 67,490 6,749 13,131
−Removed: – Atlanta, LLC – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
67,490 6,749 2,042
−Removed: The Maids International, LLC – Preferred Stock (C)(K)
+Added: – Atlanta, LLC – Preferred Stock (C)(J)
10,920 10,920 —
+Added: The Maids International, LLC – Preferred Stock (C)(J)
6,640 6,640 5,148
1 unchanged sentence
Old World Christmas, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
6,180 — 31,821
−Removed: GLADSTONE INVESTMENT CORPORATION
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
−Removed: DECEMBER 31, 2022
−Removed: (DOLLAR AMOUNTS IN THOUSANDS)
−Removed: Company and Investment (A)(B)(D)(E)
−Removed: Principal/Shares/ Units (F)(I)
−Removed: Cost Fair Value
Mining, Steel, Iron and Non-Precious Metals – 1.8 %
Utah Pacific Bridge & Steel, Ltd.
−Removed: - Preferred Stock (C)(K)
−Removed: 6,000 6,000 4,794
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Preferred Stock (C)(K)
+Added: - Preferred Stock (C)(J)
6,000 6,000 8,027
1 unchanged sentence
B+T Group Acquisition, Inc.
−Removed: (L) – Preferred Stock (C)(K)
+Added: (K) – Preferred Stock (C)(J)
14,304 4,722 —
2 unchanged sentences
Diversified/Conglomerate Services – 6.3 %
−Removed: Nth Degree Investment Group, LLC – Common Stock (C)(K)
+Added: Nth Degree Investment Group, LLC – Common Stock (C)(J)
17,216,976 $ 6,219 $ 27,293
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Common Stock (C)(K)
Telecommunications – 0.0 %
B+T Group Acquisition, Inc.
−Removed: (L) – Common Stock Warrants (C)(K)
+Added: (K) – Common Stock Warrants (C)(J)
Total Common Equity/Equivalents $ 6,219 $ 27,293
Total Affiliate Investments $ 308,555 $ 284,300
−Removed: CONTROL INVESTMENTS (O) – 0.2 %:
−Removed: Common Equity/Equivalents – 0.2 %
−Removed: Leisure, Amusement, Motion Pictures, and Entertainment – 0.2 %
−Removed: Gladstone SOG Investments, Inc.
−Removed: - Common Stock (C)(K)
+Added: CONTROL INVESTMENTS (N) – 0.0 %:
+Added: Secured First Lien Debt – 0.0 %
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Line of Credit, $ 0 available (SOFR+ 5.0 %, 10.1 % Cash, Due 5/2023) (G)(J)
$ 4,550 $ 4,550 $ —
+Added: Total Secured First Lien Debt $ 4,550 $ —
+Added: Secured Second Lien Debt – 0.0 %
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Term Debt (SOFR+ 4.0 %, 9.1 % Cash, Due 4/2024) (G)(J)
+Added: $ 3,200 $ 3,200 $ —
+Added: Total Secured Second Lien Debt $ 3,200 $ —
+Added: Preferred Equity – 0.0 %
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Preferred Stock (C)(J)
+Added: 6,899 $ 6,899 $ —
+Added: Total Preferred Equity $ 6,899 $ —
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
+Added: GLADSTONE INVESTMENT CORPORATION
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
+Added: JUNE 30, 2023
+Added: (DOLLAR AMOUNTS IN THOUSANDS)
+Added: Company and Investment (A)(B)(D)(E)
+Added: Principal/Shares/ Units (F)(H)
+Added: Cost Fair Value
+Added: Common Equity/Equivalents – 0.0 %
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Common Stock (C)(J)
Total Common Equity/Equivalents $ 1 $ —
5 unchanged sentences
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.
−Removed: As of December 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.
−Removed: (B) Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate ("LIBOR" or "L"), which was 4.4 % as of December 31, 2022.
+Added: As of June 30, 2023, 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.
+Added: (B) Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 5.1 % as of June 30, 2023.
If applicable, paid-in-kind interest rates are noted separately from the cash interest rate.
Certain securities are subject to an interest rate floor.
−Removed: The cash interest rate is the greater of the floor or 30-day LIBOR plus a spread.
+Added: The cash interest rate is the greater of the floor or the reference rate plus a spread.
Due dates represent the contractual maturity date.
(C) Security is non-income producing .
−Removed: (D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of December 31, 2022.
+Added: (D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of June 30, 2023.
(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.
2 unchanged sentences
(G) Debt security is on non-accrual status.
−Removed: (H) Reserved.
−Removed: (I) Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments.
+Added: (H) Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments.
Warrants are represented as a percentage of ownership, as applicable.
−Removed: (J) Fair value was based on internal yield analysis or on estimates of value submitted by ICE Data Pricing and Reference Data, LLC.
−Removed: Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
−Removed: (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.
+Added: (I) Reserved.
+Added: (J) 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.
−Removed: GLADSTONE INVESTMENT CORPORATION
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)
−Removed: DECEMBER 31, 2022
−Removed: (DOLLAR AMOUNTS IN THOUSANDS)
−Removed: (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.
+Added: (K) 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.
−Removed: (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.
−Removed: (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.
−Removed: (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.
−Removed: (P) Our investment in Funko was valued using Level 2 inputs within the ASC 820 fair value hierarchy.
+Added: (L) 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.
+Added: (M) 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.
+Added: (N) 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.
+Added: (O) 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.
3 unchanged sentences
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.
+Added: (P) Debt security is subject to an interest rate ceiling.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
6 unchanged sentences
Cost Fair Value
−Removed: NON-CONTROL/NON-AFFILIATE INVESTMENTS (M) – 99.2 %
+Added: NON-CONTROL/NON-AFFILIATE INVESTMENTS (L) – 113.0 %
Secured First Lien Debt – 63.6 %
+Added: Buildings and Real Estate – 8.7 %
+Added: Dema/Mai Holdings, Inc.
+Added: – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 7/2027) (J)
+Added: $ 38,250 $ 38,250 $ 38,250
Diversified/Conglomerate Manufacturing – 1.2 %
−Removed: Phoenix Door Systems, Inc – Line of Credit, $ 150 available (L+ 7.0 %, 9.0 % Cash ( 0.3 % Unused Fee), Due 3/2024) (J)
+Added: Phoenix Door Systems, Inc – Line of Credit, $ 0 available (L+ 7.0 %, 11.9 % Cash ( 0.3 % Unused Fee), Due 3/2024) (I)
2,550 2,550 2,391
Phoenix Door Systems, Inc.
−Removed: – Term Debt (L+ 11.0 %, 13.0 % Cash, Due 9/2024) (J)
+Added: – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 9/2024) (I)
3,200 3,200 3,000
Diversified/Conglomerate Services – 25.1 %
−Removed: Bassett Creek Services, Inc.
−Removed: – Term Debt(L+ 10.0 %, 12.0 % Cash, Due 4/2023) (K)
−Removed: 48,000 48,000 48,000
Counsel Press, Inc.
−Removed: – Term Debt (L+ 11.8 %, 12.8 % Cash, Due 3/2023) (K)
+Added: – Term Debt (L+ 11.8 %, 16.6 % Cash, Due 3/2024) (J)
21,100 21,100 21,100
Counsel Press, Inc.
−Removed: – Term Debt (L+ 13.0 %, 14.0 % Cash, Due 3/2023) (K)
+Added: – Term Debt (L+ 13.0 %, 17.9 % Cash, Due 3/2024) (J)
6,400 6,400 6,400
Horizon Facilities Services, Inc.
−Removed: – Term Debt (L+ 9.5 %, 12.0 % Cash, Due 6/2024) (K)
+Added: – Term Debt (L+ 7.5 %, 12.4 % Cash, Due 6/2026) (J)
57,700 57,700 57,700
−Removed: Mason West, LLC – Term Debt (L+ 10.0 %, 12.5 % Cash, Due 7/2025) (K)
+Added: Mason West, LLC – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 7/2025) (J)
25,250 25,250 25,250
2 unchanged sentences
Educators Resource, Inc.
−Removed: – Term Debt (L+ 10.5 %, 13.0 % Cash, Due 11/2023) (K)
+Added: – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 11/2023) (J)
20,000 20,000 20,000
1 unchanged sentence
Brunswick Bowling Products, Inc.
−Removed: – Term Debt (L+ 10.0 %, 12.0 % Cash, Due 1/2023) (K)
+Added: – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 1/2026) (J)
17,700 17,700 17,700
Brunswick Bowling Products, Inc.
−Removed: – Term Debt (L+ 10.0 %, 12.0 % Cash, Due 1/2023) (K)
+Added: – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 1/2026) (J)
6,850 6,850 6,850
+Added: Ginsey Home Solutions, Inc.
+Added: – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 11/2025) (J)
12,200 12,200 10,676
−Removed: Hotels, Motels, Inns, and Gaming Total – 6.2 %
−Removed: Nocturne Villa Rentals, Inc.
−Removed: – Line of Credit, $ 2,000 available (L+ 8.0 %, 10.0 % Cash, Due 6/2023) (K)
−Removed: Nocturne Villa Rentals, Inc.
−Removed: – Term Debt (L+ 10.5 %, 12.5 % Cash, Due 6/2026) (K)
36,750 35,226
+Added: Hotels, Motels, Inns, and Gaming – 9.7 %
+Added: Nocturne Luxury Villas, Inc.
+Added: – Line of Credit, $ 2,000 available (L+ 8.0 %, 12.9 % Cash, Due 6/2024) (J)
+Added: Nocturne Luxury Villas, Inc.
+Added: – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 6/2026) (J)
42,450 42,450 42,450
+Added: 42,450 42,450
Leisure, Amusement, Motion Pictures, and Entertainment – 6.4 %
Schylling, Inc.
−Removed: – Term Debt (L+ 11.0 %, 13.0 % Cash, Due 5/2025) (K)
+Added: – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 5/2025) (J)
27,981 27,981 27,981
3 unchanged sentences
Galaxy Technologies Holdings, Inc.
−Removed: – Term Debt (L+ 4.1 %, 7.1 % Cash, Due 10/2026) (K)
+Added: – Term Debt (L+ 4.1 %, 9.0 % Cash, Due 10/2026) (J)
$ 6,900 $ 6,900 $ 5,965
Galaxy Technologies Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 10.0 % Cash, Due 10/2026) (K)
−Removed: 18,796 18,796 18,796
+Added: – Term Debt (L+ 7.0 %, 11.9 % Cash, Due 10/2026) (J)
18,796 18,796 16,250
−Removed: Automobile – 0.3 %
−Removed: Country Club Enterprises, LLC – Term Debt (L+ 8.0 %, 10.0 % Cash, Due 7/2027) (J)
25,696 22,215
−Removed: Country Club Enterprises, LLC - Guaranty ($ 1,000 ) (Q)
Cargo Transport – 3.0 %
−Removed: Diligent Delivery Systems – Term Debt (L+ 9.0 %, 11.0 % Cash, Due 11/2022) (J)
−Removed: 13,000 12,987 13,000
−Removed: Home and Office Furnishings, Housewares, and Durable Consumer Products – 3.0 %
−Removed: Ginsey Home Solutions, Inc.
−Removed: – Term Debt (L+ 10.0 %, 13.5 % Cash, Due 1/2025) (H)(L)
+Added: Diligent Delivery Systems – Term Debt (L+ 9.0 %, 13.9 % Cash, Due 5/2024) (I)
13,000 13,000 12,983
1 unchanged sentence
SFEG Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 9.0 % Cash, Due 11/2024) (G)(J)
+Added: – Term Debt (L+ 7.0 %, 11.9 % Cash, Due 11/2024) (J)
3,128 3,128 3,128
SFEG Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 9.0 % Cash, Due 11/2024) (G)(J)
+Added: – Term Debt (L+ 7.0 %, 11.9 % Cash, Due 11/2024) (J)
12,516 12,516 12,516
1 unchanged sentence
Total Secured Second Lien Debt $ 54,340 $ 50,842
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
GLADSTONE INVESTMENT CORPORATION
6 unchanged sentences
Preferred Equity – 37.4 %
−Removed: Diversified/Conglomerate Services – 15.2 %
−Removed: Bassett Creek Services, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: Building and Real Estate – 5.1 %
+Added: Dema/Mai Holdings, Inc.
+Added: – Preferred Equity (C)(J)
21,000 $ 21,000 $ 22,321
+Added: Diversified/Conglomerate Services – 11.6 %
Counsel Press, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
6,995 6,995 27,885
Horizon Facilities Services, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
10,080 — 12,345
−Removed: Mason West, LLC – Preferred Stock (C)(K)
+Added: Mason West, LLC – Preferred Stock (C)(J)
11,206 11,206 10,940
2 unchanged sentences
Educators Resource, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
8,560 8,560 17,445
1 unchanged sentence
Brunswick Bowling Products, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
6,653 6,653 33,969
Ginsey Home Solutions, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
19,280 9,583 —
1 unchanged sentence
Hotels, Motels, Inns, and Gaming Total – 3.7 %
−Removed: Nocturne Villa Rentals, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: Nocturne Luxury Villas, Inc.
+Added: – Preferred Stock (C)(J)
6,600 6,600 16,263
1 unchanged sentence
Schylling, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
4,000 4,000 18,922
1 unchanged sentence
SFEG Holdings, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
29,577 4,643 4,444
4 unchanged sentences
Galaxy Technologies Holdings, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
16,957 $ 11,513 $ —
Cargo Transport – 0.4 %
−Removed: Diligent Delivery Systems – Common Stock Warrants (C)(K)
+Added: Diligent Delivery Systems – Common Stock Warrants (C)(J)
Diversified/Conglomerate Manufacturing– 0.0 %
Phoenix Door Systems, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
4,221 1,830 —
1 unchanged sentence
Ginsey Home Solutions, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.0 %
SFEG Holdings, Inc.
−Removed: – Common Stock (C)(K)
+Added: – Common Stock (C)(J)
221,500 222 —
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: Funko Acquisition Holdings, LLC (L) – Common Units (C)(P)
+Added: Funko Acquisition Holdings, LLC (K) – Common Units (C)(O)
Total Common Equity/Equivalents $ 14,094 $ 1,751
Total Non-Control/Non-Affiliate Investments $ 429,305 $ 496,875
−Removed: AFFILIATE INVESTMENTS (N) – 60.8 %
−Removed: Secured First Lien Debt – 42.9 %
−Removed: Chemicals, Plastics, and Rubber – 6.0 %
−Removed: PSI Molded Plastics, Inc.
−Removed: – Term Debt (L+ 5.5 %, 7.0 % Cash, Due 1/2024) (K)
−Removed: $ 26,618 $ 26,618 $ 26,618
−Removed: Diversified/Conglomerate Manufacturing – 2.0 %
−Removed: Edge Adhesives Holdings, Inc.
−Removed: (L) – Term Debt (L+ 5.5 %, 7.5 % Cash, Due 8/2024) (J)
−Removed: 9,210 9,210 9,072
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
GLADSTONE INVESTMENT CORPORATION
5 unchanged sentences
Cost Fair Value
+Added: AFFILIATE INVESTMENTS (M) – 58.2 %
+Added: Secured First Lien Debt – 35.8 %
+Added: Diversified/Conglomerate Manufacturing – 1.0 %
+Added: Edge Adhesives Holdings, Inc.
+Added: (K) – Term Debt (L+ 5.5 %, 10.4 % Cash, Due 8/2024) (G)(J)
+Added: $ 9,210 $ 9,210 $ 4,255
Diversified/Conglomerate Services – 17.7 %
ImageWorks Display and Marketing Group, Inc.
−Removed: – Term Debt (L+ 11.0 %, 13.0 % Cash, Due 11/2022) (K)
+Added: – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 11/2025) (J)
22,000 22,000 22,000
−Removed: - Atlanta, LLC - Term Debt (L+ 6.0 %, 8.0 % Cash, Due 10/2024) (G)(K)
+Added: - Atlanta, LLC - Line of Credit, $ 0 available (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)
5,000 5,000 2,744
−Removed: - Atlanta, LLC – Term Debt (L+ 10.3 %, 11.8 % Cash, Due 10/2024) (G)(K)
+Added: - Atlanta, LLC - Term Debt (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)
16,500 16,500 9,054
−Removed: - Atlanta, LLC – Term Debt (L+ 6.0 %, 8.0 % Cash, Due 3/2023) (G)(K)
+Added: - Atlanta, LLC – Term Debt (L+ 10.3 %, 15.1 % Cash, Due 6/2025) (G)(J)
26,000 26,000 14,268
−Removed: - Atlanta, LLC - Guaranty ($ 9,250 ) (Q)
−Removed: The Maids International, LLC – Term Debt (L+ 10.5 %, 12.0 % Cash, Due 3/2025) (K)
+Added: - Atlanta, LLC – Term Debt (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)
2,438 2,438 1,338
+Added: The Maids International, LLC – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 3/2025) (J)
28,560 28,560 28,560
+Added: 100,498 77,964
Home and Office Furnishings, Housewares, and Durable Consumer Products – 9.2 %
Old World Christmas, Inc.
−Removed: – Secured First Lien Term Loan (L+ 9.5 %, 11.0 % Cash, Due 12/2025) (K)
+Added: – Term Debt (L+ 9.5 %, 14.4 % Cash, Due 12/2025) (J)
40,500 40,500 40,500
Mining, Steel, Iron and Non-Precious Metals Total – 4.1 %
−Removed: Utah Pacific Bridge & Steel, Ltd., $ 2,000 available (L+ 8.5 %, 10.0 % Cash, Due 7/2022) (K)
Utah Pacific Bridge & Steel, Ltd.
−Removed: (L+ 10.0 %, 11.5 % Cash, Due 7/2026) (K)
−Removed: 18,250 18,250 18,250
−Removed: 18,250 18,250
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 1.0 %
−Removed: The Mountain Corporation – Line of Credit, $ 0 available (L+ 5.0 %, 9.0 % Cash, Due 5/2022) (G)(K)
+Added: - Term Debt (L+ 10.0 %, 14.9 % Cash, Due 7/2026) (J)
18,250 18,250 18,250
−Removed: The Mountain Corporation – Line of Credit, $ 100 available (L+ 5.0 %, 9.0 % Cash, Due 5/2023) (G)(K)
Telecommunications – 3.8 %
B+T Group Acquisition, Inc.
−Removed: (L) – Line of Credit, $ 0 available (L+ 11.0 %, 13.0 % Cash, Due 12/2024) (K)
+Added: (K) – Line of Credit, $ 0 available (L+ 11.0 %, 15.9 % Cash, Due 12/2024) (J)
2,800 2,800 2,800
B+T Group Acquisition, Inc.
−Removed: (L) – Term Debt (L+ 11.0 %, 13.0 % Cash, Due 12/2024) (K)
+Added: (K) – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 12/2024) (J)
14,000 14,000 14,000
2 unchanged sentences
Secured Second Lien Debt – 5.7 %
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.2 %
−Removed: The Mountain Corporation – Term Debt (L+ 4.0 %, 7.0 % Cash, Due 4/2024) (G)(K)
−Removed: $ 11,700 $ 11,700 $ 923
−Removed: The Mountain Corporation – Delayed Draw Term Debt, $ 0 available (L+ 4.0 %, 7.0 % Cash, Due 4/2024) (G)(K)
−Removed: 1,500 1,500 118
+Added: Chemicals, Plastics, and Rubber – 5.7 %
+Added: PSI Molded Plastics, Inc.
+Added: – Term Debt (L+ 5.5 %, 10.4 % Cash, Due 1/2024) (J)
$ 26,618 $ 26,618 $ 24,892
4 unchanged sentences
PSI Molded Plastics, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
158,598 $ 19,730 $ —
1 unchanged sentence
Edge Adhesives Holdings, Inc.
−Removed: (L) – Preferred Stock (C)(K)
+Added: (K) – Preferred Stock (C)(J)
8,199 8,199 —
1 unchanged sentence
ImageWorks Display and Marketing Group, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
67,490 6,749 10,926
−Removed: – Atlanta, LLC – Preferred Stock (C)(K)
+Added: – Atlanta, LLC – Preferred Stock (C)(J)
10,920 10,920 —
−Removed: The Maids International, LLC – Preferred Stock (C)(K)
+Added: The Maids International, LLC – Preferred Stock (C)(J)
6,640 6,640 3,200
2 unchanged sentences
Old World Christmas, Inc.
−Removed: – Preferred Stock (C)(K)
+Added: – Preferred Stock (C)(J)
6,180 — 33,990
1 unchanged sentence
Utah Pacific Bridge & Steel, Ltd.
−Removed: - Preferred Stock (C)(K)
+Added: - Preferred Stock (C)(J)
6,000 6,000 7,748
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
GLADSTONE INVESTMENT CORPORATION
5 unchanged sentences
Cost Fair Value
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Preferred Stock (C)(K)
−Removed: 6,899 6,899 —
Telecommunications – 0.5 %
B+T Group Acquisition, Inc.
−Removed: (L) – Preferred Stock (C)(K)
+Added: (K) – Preferred Stock (C)(J)
14,304 4,722 2,187
2 unchanged sentences
Diversified/Conglomerate Services – 3.5 %
−Removed: Nth Degree Investment Group, LLC – Common Stock (C)(K)
+Added: Nth Degree Investment Group, LLC – Common Stock (C)(J)
14,360,000 $ 1,219 $ 15,243
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Common Stock (C)(K)
Telecommunications – 0.0 %
B+T Group Acquisition, Inc.
−Removed: (L) – Common Stock Warrants (C)(K)
+Added: (K) – Common Stock Warrants (C)(J)
Total Common Equity/Equivalents $ 1,219 $ 15,243
Total Affiliate Investments $ 276,055 $ 255,955
−Removed: CONTROL INVESTMENTS (O) – 0.2 %:
+Added: CONTROL INVESTMENTS (N) – 0.2 %:
+Added: Secured First Lien Debt – 0.0 %
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Line of Credit, $ 150 available (L+ 5.0 %, 9.9 % Cash, Due 5/2023) (G)(J)
+Added: $ 4,550 $ 4,550 $ —
+Added: Total Secured First Lien Debt $ 4,550 $ —
+Added: Secured Second Lien Debt – 0.0 %
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Term Debt (L+ 4.0 %, 8.9 % Cash, Due 4/2024) (G)(J)
+Added: $ 3,200 $ 3,200 $ —
+Added: Total Secured Second Lien Debt $ 3,200 $ —
+Added: Preferred Equity – 0.0 %
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Preferred Stock (C)(J)
+Added: 6,899 $ 6,899 $ —
+Added: Total Preferred Equity $ 6,899 $ —
Common Equity/Equivalents – 0.2 %
1 unchanged sentence
Gladstone SOG Investments, Inc.
−Removed: - Common Stock (C)(K)
+Added: - Common Stock (C)(J)
100 $ 620 $ 713
+Added: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
+Added: The Mountain Corporation – Common Stock (C)(J)
Total Common Equity/Equivalents $ 621 $ 713
Total Control Investments $ 15,270 $ 713
−Removed: TOTAL INVESTMENTS – 160.2 % (R)
+Added: TOTAL INVESTMENTS – 171.4 % (P)
$ 720,630 $ 753,543
3 unchanged sentences
As of March 31, 2023, 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.
−Removed: (B) Unless indicated otherwise, all cash interest rates are indexed to 30-day LIBOR, which was 0.5 % as of March 31, 2022.
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
+Added: GLADSTONE INVESTMENT CORPORATION
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: MARCH 31, 2023
+Added: (DOLLAR AMOUNTS IN THOUSANDS)
+Added: (B) Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate ("LIBOR" or "L"), which was 4.9 % as of March 31, 2023.
If applicable, paid-in-kind interest rates are noted separately from the cash interest rate.
8 unchanged sentences
(G) Debt security is on non-accrual status.
−Removed: (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.
−Removed: and presented as Secured borrowing on our accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2022.
−Removed: (I) Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments.
+Added: (H) Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments.
Warrants are represented as a percentage of ownership, as applicable.
−Removed: (J) Fair value was based on internal yield analysis or on estimates of value submitted by ICE Data Pricing and Reference Data, LLC.
+Added: (I) 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.
−Removed: (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.
+Added: (J) 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.
−Removed: GLADSTONE INVESTMENT CORPORATION
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS
−Removed: MARCH 31, 2022
−Removed: (DOLLAR AMOUNTS IN THOUSANDS)
−Removed: (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.
+Added: (K) 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.
−Removed: (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.
−Removed: (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.
−Removed: (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.
−Removed: (P) Our investment in Funko was valued using Level 2 inputs within the ASC 820 fair value hierarchy.
+Added: (L) 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.
+Added: (M) 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.
+Added: (N) 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.
+Added: (O) 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.
3 unchanged sentences
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.
−Removed: (Q) Refer to Note 10— Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information regarding this guaranty.
−Removed: (R) Cumulative gross unrealized appreciation for federal income tax purposes is $ 140.8 million;
+Added: (P) Cumulative gross unrealized appreciation for federal income tax purposes is $ 150.4 million;
cumulative gross unrealized depreciation for federal income tax purposes is $ 119.3 million.
Cumulative net unrealized appreciation is $ 31.1 million, based on a tax cost of $ 722.4 million.
+Added: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
GLADSTONE INVESTMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: DECEMBER 31, 2022
+Added: JUNE 30, 2023
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)
11 unchanged sentences
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.
−Removed: As of December 31, 2022, our investment portfolio was comprised of 77.2 % in debt investments and 22.8 % in equity investments, at cost.
+Added: As of June 30, 2023, our investment portfolio was comprised of 77.5 % in debt investments and 22.5 % in equity investments, 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.
14 unchanged sentences
In our opinion, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included.
−Removed: The results of operations for the three and nine months ended December 31, 2022 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending March 31, 2023 or any future interim period.
−Removed: The interim financial statements and notes thereto should be read in conjunction with the financial
−Removed: statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended March 31, 2022, as filed with the SEC on May 11, 2022.
+Added: The results of operations for the three months ended June 30, 2023 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending March 31, 2024 or any future interim period.
+Added: The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes
+Added: thereto included in our annual report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC on May 10, 2023.
Use of Estimates
8 unchanged sentences
Board Responsibility
−Removed: In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to designate its investment adviser as a valuation designee (the "Valuation Designee") to perform fair value determinations for its investment portfolio, subject to the active oversight of such board.
−Removed: Our board of directors (the “Board of Directors”) has approved investment valuation policies and procedures pursuant to Rule 2a-5 (the “Policy”) and, in July 2022, designated the Adviser to serve as the Board of Directors’ Valuation Designee.
−Removed: In accordance with the 1940 Act, our 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 Policy and for overseeing the Valuation Designee.
+Added: Our board of directors (the “Board of Directors”) has approved investment valuation policies and procedures pursuant to Rule 2a-5 (the “Policy”) and, in July 2022, designated the Adviser to serve as the Board of Directors’ valuation designee ("Valuation Designee") under the 1940 Act.
+Added: In accordance with the 1940 Act, our Board of Directors has the ultimate responsibility for reviewing the good faith fair value determination of our investments for which market quotations are not readily available based on our Policy and for overseeing the Valuation Designee.
Such review and oversight includes receiving written fair value determinations and supporting materials provided by the Valuation Designee, in coordination with the Administrator and with the oversight by the Company's chief valuation officer (collectively, the “Valuation Team”).
The Valuation Committee of our Board of Directors (comprised entirely of independent directors) meets to review the valuation determinations and supporting materials, discusses the information provided by the Valuation Team, determines whether the Valuation Team has followed the Policy, and reviews other facts and circumstances, including current valuation risks, conflicts of interest, material valuation matters, appropriateness of valuation methodologies, back-testing results, price challenges/overrides, and ongoing monitoring and oversight of pricing services.
−Removed: After the Valuation Committee concludes its meeting, it and the chief valuation officer, representing the Valuation Designee, present the Valuation Committee’s findings on the Valuation Designee's recommendations to the entire Board of Directors so that the full Board of Directors may review and approve in good faith the Valuation Designee’s determined fair values of such investments in accordance with the Policy.
+Added: After the Valuation Committee concludes its meeting, it and the chief valuation officer, representing the Valuation Designee, present the Valuation Committee’s findings on the Valuation Designee's determinations to the entire Board of Directors so that the full Board of Directors may review the Valuation Designee's determined fair values 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.
6 unchanged sentences
The Valuation Team’s estimate of value on a specific debt investment may significantly differ from ICE’s.
−Removed: 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.
+Added: When this occurs, our Valuation Committee and Board of Directors review whether the Valuation Team has followed the Policy and the Valuation Committee reviews
+Added: whether the Valuation Designee’s determined fair value is reasonable in light of the Policy and other relevant facts and circumstances.
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.
1 unchanged sentence
The Valuation Team evaluates such information for incorporation into our TEV, including review of all inputs provided by the independent valuation firm.
−Removed: The Valuation Team then makes a recommendation to our Valuation Committee and Board of Directors as to the fair value.
−Removed: 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.
+Added: The Valuation Team then presents a determination to our Valuation Committee as to the fair value.
+Added: Our Valuation Committee reviews the determined fair value and whether it is reasonable in light of the Policy and other relevant facts and circumstances.
Valuation Techniques
19 unchanged sentences
The Valuation Team may take further steps to consider additional information to validate that price in accordance with the Policy.
−Removed: For securities that are publicly traded, we generally base fair value on the closing market price of the
−Removed: securities we hold as of the reporting date.
+Added: 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.
17 unchanged sentences
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.
−Removed: As of December 31, 2022, our loans to Edge Adhesives Holdings, Inc., J.R.
+Added: As of June 30, 2023, our loans to Edge Adhesives Holdings, Inc.
+Added: ("Edge"), J.R.
– Atlanta, LLC (“J.R.
Hobbs”) and The Mountain Corporation (“The Mountain”) were on non-accrual status, with an aggregate debt cost basis of $ 66.9 million, or 11.2 % of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $ 30.9 million, or 5.5 % of the fair value of all debt investments in our portfolio.
−Removed: As of March 31, 2022, our loans to J.R.
−Removed: Hobbs, The Mountain, and SFEG Holdings, Inc.
−Removed: 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.
+Added: As of March 31, 2023, our loans to Edge, J.R.
+Added: Hobbs, and The Mountain were on non-accrual status, with an aggregate debt cost basis of $ 66.9 million, or 12.0 % of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $ 31.7 million, or 6.2 % 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.
−Removed: As of December 31, 2022 and March 31, 2022, we did not have any loans with a PIK interest component.
+Added: As of June 30, 2023 and March 31, 2023, we did not have any loans with a PIK interest component.
Success Fee Income Recognition
25 unchanged sentences
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.
−Removed: As of December 31, 2022 and March 31, 2022, 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.
+Added: As of June 30, 2023 and March 31, 2023, 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.
−Removed: There were no transfers in or out of Level 1, 2 and 3 during the nine months ended December 31, 2022 and 2021, respectively.
−Removed: As of December 31, 2022 and March 31, 2022, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:
+Added: There were no transfers in or out of Level 1, 2 and 3 during the three months ended June 30, 2023 and 2022, respectively.
+Added: As of June 30, 2023 and March 31, 2023, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:
Fair Value Measurements
3 unchanged sentences
Observable Inputs
−Removed: As of December 31, 2022:
+Added: As of June 30, 2023:
Secured first lien debt
4 unchanged sentences
Common equity/equivalents
−Removed: Total Investments as of December 31, 2022
+Added: Total Investments as of June 30, 2023
$ 800,078 $ — $ 31 $ 800,047
16 unchanged sentences
(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.
−Removed: 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 December 31, 2022 and March 31, 2022, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:
+Added: 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 June 30, 2023 and March 31, 2023, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:
Total Recurring Fair Value Measurements
2 unchanged sentences
Valued Using Level 3 Inputs
−Removed: December 31, 2022 March 31, 2022
+Added: June 30, 2023 March 31, 2023
Non-Control/Non-Affiliate Investments
17 unchanged sentences
Total investments at fair value using Level 3 inputs $ 800,047 $ 753,516
−Removed: (A) Excludes our investment in Funko with a fair value of $ 31 thousand and $ 74 thousand as of December 31, 2022 and March 31, 2022, respectively, which was valued using Level 2 inputs.
−Removed: In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of December 31, 2022 and March 31, 2022.
+Added: (A) Excludes our investment in Funko with a fair value of $ 31 thousand and $ 27 thousand as of June 30, 2023 and March 31, 2023, respectively, which was valued using Level 2 inputs.
+Added: In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of June 30, 2023 and March 31, 2023.
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.
5 unchanged sentences
2023 March 31,
−Removed: 2022 December 31,
+Added: 2023 June 30,
2023 March 31,
8 unchanged sentences
$ 15,483 – $ 109,615 /$ 94,957
−Removed: 5,463 14,064 Yield Analysis Discount Rate 15.1 % – 18.9 % / 17.2 %
−Removed: 11.3 % – 15.2 % / 14.6 %
+Added: — 5,391 Yield Analysis Discount Rate N/A 19.4 % – 19.9 % / 19.7 %
Secured second
3 unchanged sentences
$ 4,112 – $ 6,379 / $ 5,501
−Removed: Revenue multiple 0.5 x – 0.5 x /
−Removed: 0.7 x – 0.7 x
−Removed: Revenue $ 12,461 – $ 12,461 /
−Removed: $ 14,072 – $ 14,072 / $ 14,072
−Removed: 13,016 28,321 Yield Analysis Discount Rate 13.3 % – 13.3 % /
−Removed: 10.0 % – 12.2 % / 11.6 %
+Added: — 12,984 Yield Analysis Discount Rate N/A 14.0 % – 14.0 % / 14.0 %
equity 214,258 222,585 TEV EBITDA multiple 5.1 x – 7.8 x /
12 unchanged sentences
$ 1,105 – $ 30,833 / $ 6,273
−Removed: Revenue multiple 0.5 x – 0.5 x /
−Removed: 0.7 x – 0.7 x /
−Removed: Revenue $ 12,461 – $ 12,461 /
−Removed: $ 14,072 – $ 14,072 / $ 14,072
Total $ 800,047 $ 753,516
−Removed: (A) Fair value as of both December 31, 2022 and March 31, 2022 excludes our investment in Funko with a fair value of $ 31 thousand and $ 74 thousand, respectively, which was valued using Level 2 inputs.
+Added: (A) Fair value as of both June 30, 2023 and March 31, 2023 excludes our investment in Funko with a fair value of $ 31 thousand and $ 27 thousand, respectively, which was valued using Level 2 inputs.
Fair value measurements can be sensitive to changes in one or more of the valuation inputs.
2 unchanged sentences
Changes in Level 3 Fair Value Measurements of Investments
−Removed: The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three and nine months ended December 31, 2022 and 2021 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.
+Added: The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three months ended June 30, 2023 and 2022 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
1 unchanged sentence
Equivalents Total
−Removed: Three Months ended December 31, 2022:
−Removed: Fair value as of September 30, 2022
−Removed: $ 420,907 $ 76,751 $ 229,430 $ 10,789 $ 737,877
−Removed: Total gain (loss):
−Removed: Net realized gain (loss) (A)
−Removed: — ( 10,000 ) 13,372 — 3,372
−Removed: Net unrealized appreciation (depreciation) (B)
−Removed: ( 2,516 ) ( 266 ) ( 7,656 ) 3,829 ( 6,609 )
−Removed: Reversal of previously recorded (appreciation) depreciation upon realization (B)
−Removed: — 10,001 — — 10,001
−Removed: New investments, repayments and settlements (C):
−Removed: Issuances / originations
−Removed: 29,900 1,183 — 380 31,463
−Removed: Settlements / repayments
−Removed: ( 800 ) ( 1,500 ) — — ( 2,300 )
−Removed: — — ( 13,372 ) — ( 13,372 )
−Removed: Transfers (E)
−Removed: Fair value as of December 31, 2022
−Removed: $ 447,491 $ 76,169 $ 221,774 $ 14,998 $ 760,432
−Removed: Debt Preferred
−Removed: Equivalents Total
−Removed: Nine Months Ended December 31, 2022
+Added: Three Months ended June 30, 2023:
Fair value as of March 31, 2023
−Removed: Total gain (loss):
−Removed: Net realized gain (loss) (A)
$ 437,517 $ 75,734 $ 222,585 $ 17,680 $ 753,516
−Removed: Net unrealized appreciation (depreciation) (B)
−Removed: ( 21,328 ) ( 4,800 ) 10,405 10,940 ( 4,783 )
−Removed: Reversal of previously recorded (appreciation) depreciation upon realization (B)
−Removed: — 10,001 ( 12,250 ) — ( 2,249 )
−Removed: New investments, repayments and settlements (C):
−Removed: Issuances / originations
−Removed: 106,950 5,188 21,000 380 133,518
−Removed: Settlements / repayments
−Removed: ( 48,800 ) ( 6,596 ) — — ( 55,396 )
−Removed: — — ( 35,298 ) — ( 35,298 )
−Removed: Transfers (E)
−Removed: ( 14,418 ) 14,418 — — —
−Removed: Fair value as of December 31, 2022
−Removed: $ 447,491 $ 76,169 $ 221,774 $ 14,998 $ 760,432
−Removed: Three Months ended December 31, 2021:
−Removed: Fair value as of September 30, 2021
−Removed: $ 431,413 $ 68,489 $ 228,931 $ 7,592 $ 736,425
Total gain (loss):
10 unchanged sentences
— — ( 273 ) ( 1,502 ) ( 1,775 )
−Removed: — — ( 41,768 ) — ( 41,768 )
−Removed: Transfers (E)
−Removed: Fair value as of December 31, 2021
+Added: Fair value as of June 30, 2023
$ 452,215 $ 104,794 $ 214,258 $ 28,780 $ 800,047
−Removed: Nine Months Ended December 31, 2021:
+Added: Three Months ended June 30, 2022:
Fair value as of March 31, 2022
13 unchanged sentences
— — ( 9,628 ) — ( 9,628 )
−Removed: Transfers (E)
−Removed: 45,043 ( 45,043 ) ( 16,034 ) 16,034 —
−Removed: Fair value as of December 31, 2021
+Added: Fair value as of June 30, 2022
$ 376,752 $ 67,936 $ 238,665 $ 6,072 $ 689,425
−Removed: (A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective periods ended December 31, 2022 and 2021.
−Removed: (B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective periods ended December 31, 2022 and 2021.
+Added: (A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective periods ended June 30, 2023 and 2022.
+Added: (B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective periods ended June 30, 2023 and 2022.
(C) Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts 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.
−Removed: (D) The three and nine months ended December 31, 2022, includes $ 13.4 million of proceeds from the recapitalization of Old World Christmas, Inc.
+Added: (D) The three months ended June 30, 2023 includes $ 0.3 million of proceeds from the recapitalization of Old World Christmas, Inc.
("Old World").
−Removed: The nine months ended December 31, 2022 also includes $ 12.3 million of proceeds from the recapitalization of Horizon Facilities Services, Inc.
−Removed: (E) There were no transfers in the three months ended December 31, 2022.
−Removed: For the nine months ended December 31, 2022, transfers include (1) secured second lien debt of Ginsey with a total cost basis and fair value of $ 12.2 million, which was converted into secured first lien debt in August 2022 and (2) secured first lien debt of PSI Molded Plastics, Inc.
−Removed: with a total cost basis and fair value of $ 26.6 million, which was converted into secured second lien debt in September 2022.
−Removed: For the three and nine months ended December 31, 2021, transfers include 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.
−Removed: in December 2021.
−Removed: For the nine months ended December 31, 2021, transfers also include (1) secured second lien debt of J.R.
−Removed: 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 in June 2021, (2) secured first lien debt of D.P.M.S., Inc.
−Removed: 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.
−Removed: (“Galaxy Technologies Holdings”) in September 2021, and (3) preferred equity of Galaxy Technologies, Inc.
−Removed: 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 in September 2021.
Investment Activity
−Removed: During the nine months ended December 31, 2022, the following significant transactions occurred:
−Removed: • In May 2022, we invested an additional $ 6.4 million in the form of secured first lien debt in Nocturne Villa Rentals, Inc.
−Removed: ("Nocturne") to fund an add-on acquisition.
−Removed: • In June 2022, we sold our investment in Bassett Creek Services, Inc.
−Removed: ("Bassett Creek"), which resulted in success fee income of $ 3.0 million and a realized gain on preferred equity of $ 4.7 million.
−Removed: In connection with the sale, we received net cash proceeds of $ 57.6 million, including the repayment of our debt investment of $ 48.0 million at par.
−Removed: • In June 2022, we invested $ 21.0 million in a new portfolio company, Dema/Mai Holdings, Inc.
−Removed: (“Dema/Mai”), in the form of preferred equity to acquire Mai Mechanical, LLC, a leading provider of plumbing and mechanical services focused on multi-family residential construction headquartered in Denver, Colorado, from J.R.
−Removed: Hobbs, an existing portfolio company.
−Removed: In July 2022, we invested an additional $ 39.1 million in the form of secured first lien debt in Dema/Mai to fund the acquisition of Dema Plumbing, a plumbing and mechanical systems installation and service provider to single-family residential homebuilders.
−Removed: • In July 2022, we recapitalized our investment in Horizon and invested an additional $ 30.0 million in the form of secured first lien debt.
−Removed: In connection with this investment, we received equity proceeds of $ 12.3 million, which were recognized as a $ 10.1 million return of preferred equity cost basis and a realized gain of $ 2.2 million, as well as dividend income of $ 3.1 million and success fee income of $ 1.7 million.
−Removed: • In August 2022, in conjunction with a refinancing at Ginsey, our $ 13.3 million secured second lien debt investment was reduced to $ 12.2 million and converted to secured first lien debt.
−Removed: The reduction in our cost basis was the result of a $ 5.1 million payment made by Ginsey to extinguish our secured borrowing liability, which was partially offset by an additional investment in Ginsey of $ 4.0 million.
−Removed: Refer to Note 5 - Borrowings for discussion of the secured borrowing liability.
−Removed: • In October 2022, we invested an additional $ 8.4 million in the form of secured first lien debt in Nocturne to fund an add-on acquisition.
−Removed: • In November 2022, our $ 1.5 million secured second lien debt investment in Country Club Enterprises, LLC ("CCE") was repaid at par.
−Removed: In connection with the repayment, we received success fee income of $ 1.1 million and our $ 1.0 million guaranty was released.
−Removed: Refer to Note 10 - Commitments and Contingencies for discussion of the guaranty.
−Removed: • In December 2022, we recapitalized our investment in Old World and invested an additional $ 15.5 million in the form of secured first lien debt.
−Removed: In connection with this investment, we received proceeds of $ 17.9 million, of which $ 13.4 million was recognized as a realized gain and $ 4.5 million was recognized as dividend income.
−Removed: • In December 2022, we entered into a new $ 3.2 million secured second lien term loan with The Mountain, replacing our previously outstanding second lien term loan and second lien delayed draw term loan with an aggregate cost basis of $ 13.2 million, which resulted in a realized loss of $ 10.0 million.
+Added: During the three months ended June 30, 2023, the following significant transactions occurred:
+Added: • In May 2023, we invested $ 15.3 million in a new portfolio company, Home Concepts Acquisition, Inc.
+Added: ("Home Concepts"), in the form of $ 12.0 million of secured first lien debt and $ 3.3 million of preferred equity.
+Added: Home Concepts, headquartered in Santa Barbara, California, is a leading home improvement advertising publication focusing on connecting homeowners to high-quality residential repair and remodeling businesses.
+Added: • In June 2023, we recapitalized our investment in Old World and invested an additional $ 2.5 million in the form of secured first lien debt.
+Added: In connection with this investment, we received proceeds of $ 2.2 million, of which $ 1.9 million was recognized as dividend income and $ 0.3 million was recognized as a realized gain.
+Added: • In June 2023, we invested an additional $ 30.0 million in the form of $ 25.0 million of secured second lien debt and $ 5.0 million of common equity in Nth Degree Investment Group, LLC to fund an add-on acquisition.
+Added: • In June 2023, we received a $ 1.5 million escrow settlement in connection with our December 2021 exit of SOG Specialty Knives & Tools, LLC, of which $ 0.6 million was recognized as a return of cost basis and $ 0.9 million as a realized gain.
+Added: As a result of the escrow release, there are no remaining assets held by Gladstone SOG Investments, Inc.
Investment Concentrations
−Removed: As of December 31, 2022, our investment portfolio consisted of investments in 25 portfolio companies located in 19 states across 14 different industries with an aggregate fair value of $ 760.5 million.
−Removed: Our investments in Old World, Horizon, Dema/Mai, Brunswick Bowling Products, Inc., and Nocturne represented our five largest portfolio investments at fair value and collectively comprised $ 328.7 million, or 43.2 %, of our total investment portfolio at fair value as of December 31, 2022.
−Removed: The following table summarizes our investments by security type as of December 31, 2022 and March 31, 2022:
−Removed: December 31, 2022 March 31, 2022
+Added: As of June 30, 2023, our investment portfolio consisted of investments in 25 portfolio companies located in 19 states across 15 different industries with an aggregate fair value of $ 800.1 million.
+Added: Our investments in Old World, Horizon Facilities Services, Inc., Nocturne Luxury Villas, Inc.
+Added: ("Nocturne"), Brunswick Bowling Products, Inc.
+Added: and Dema/Mai Holdings, Inc.
+Added: represented our five largest portfolio investments at fair value and collectively comprised $ 321.1 million, or 40.1 %, of our total investment portfolio at fair value as of June 30, 2023.
+Added: The following table summarizes our investments by security type as of June 30, 2023 and March 31, 2023:
+Added: June 30, 2023 March 31, 2023
Cost Fair Value Cost Fair Value
7 unchanged sentences
$ 767,985 100.0 % $ 800,078 100.0 % $ 720,630 100.0 % $ 753,543 100.0 %
−Removed: Investments at fair value consisted of the following industry classifications as of December 31, 2022 and March 31, 2022:
−Removed: December 31, 2022 March 31, 2022
+Added: Investments at fair value consisted of the following industry classifications as of June 30, 2023 and March 31, 2023:
+Added: June 30, 2023 March 31, 2023
Fair Value Percentage of
2 unchanged sentences
Home and Office Furnishings, Housewares, and Durable Consumer Products 147,007 18.4 % 143,685 19.1 %
−Removed: Buildings and Real Estate 63,127 8.3 % — — %
Hotels, Motels, Inns, and Gaming 61,185 7.6 % 58,713 7.8 %
+Added: Buildings and Real Estate 59,822 7.5 % 60,571 8.0 %
Leisure, Amusement, Motion Pictures, and Entertainment 39,948 5.0 % 47,616 6.3 %
Healthcare, Education, and Childcare 38,465 4.8 % 37,445 5.0 %
−Removed: Chemicals, Plastics, and Rubber 26,618 3.5 % 26,618 3.7 %
Mining, Steel, Iron and Non-Precious Metals 26,277 3.3 % 25,998 3.5 %
Aerospace and Defense 25,696 3.2 % 22,215 2.8 %
−Removed: Telecommunications 19,453 2.6 % 32,467 4.6 %
+Added: Chemicals, Plastics, and Rubber 25,454 3.1 % 24,891 3.3 %
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) 23,075 2.9 % 20,088 2.7 %
+Added: Telecommunications 16,800 2.1 % 18,987 2.5 %
+Added: Printing and Publishing 15,275 1.9 % — — %
Cargo Transport 14,487 1.8 % 14,707 2.0 %
3 unchanged sentences
Investments at fair value were included in the following geographic regions of the U.S.
−Removed: as of December 31, 2022 and March 31, 2022:
−Removed: December 31, 2022 March 31, 2022
+Added: as of June 30, 2023 and March 31, 2023:
+Added: June 30, 2023 March 31, 2023
Location Fair Value Percentage of
9 unchanged sentences
Investment Principal Repayments
−Removed: The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of December 31, 2022:
−Removed: For the remaining three months ending March 31, 2023
+Added: The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of June 30, 2023:
+Added: For the remaining nine months ending March 31, 2024
For the fiscal years ending March 31:
2 unchanged sentences
Investments in equity securities 172,688
−Removed: Total cost basis of investments held as of December 31, 2022:
+Added: Total cost basis of investments held as of June 30, 2023:
Receivables from Portfolio Companies
3 unchanged sentences
We write off accounts receivable when we have exhausted collection efforts and have deemed the receivables uncollectible.
−Removed: As of December 31, 2022 and March 31, 2022, we had gross receivables from portfolio companies of $ 2.5 million and $ 1.7 million, respectively.
−Removed: As of December 31, 2022 and March 31, 2022, the allowance for uncollectible receivables was $ 1.5 million and $ 1.3 million, respectively.
+Added: As of June 30, 2023 and March 31, 2023, we had gross receivables from portfolio companies of $ 2.3 million and $ 2.2 million, respectively.
+Added: As of both June 30, 2023 and March 31, 2023, the allowance for uncollectible receivables was $ 1.6 million.
RELATED PARTY TRANSACTIONS
2 unchanged sentences
On July 11, 2023, 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, 2024.
−Removed: 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.
+Added: Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our chief operating officer) serve as directors and executive officers of the Adviser, which is 100 % indirectly owned and controlled by Mr.
David Dullum (our president) is also the executive vice president of private equity (buyouts) of the Adviser.
1 unchanged sentence
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 :
−Removed: Three Months Ended December 31, Nine Months Ended December 31,
−Removed: 2022 2021 2022 2021
+Added: Three Months Ended June 30,
Average total assets subject to base management fee (A)
1 unchanged sentence
Multiplied by prorated annual base management fee of 2.0 %
−Removed: 0.5 % 0.5 % 1.5 % 1.5 %
Base management fee (B)
−Removed: 3,789 3,630 10,965 10,527
Credits to fees from Adviser - other (B)
2 unchanged sentences
Loan servicing fee (B)
−Removed: 2,080 1,768 5,754 5,430
Credits to base management fee - loan servicing fee (B)
3 unchanged sentences
Incentive fee – capital gains-based (C)
−Removed: 1,442 390 706 16,294
Total incentive fee (B)
15 unchanged sentences
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;
−Removed: however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees, totaling $ 40.0 thousand and $ 0.1 million for the three and nine months ended December 31, 2022, respectively, and $ 0.1 million and $ 0.2 million for the three and nine months ended December 31, 2021, respectively, was
−Removed: 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.
+Added: however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees, totaling $ 75 thousand for the three months ended June 30, 2023 and $ 36 thousand for the three months ended June 30, 2022, 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
16 unchanged sentences
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.
−Removed: As of and for the nine months ended December 31, 2022, no capital gains-based incentive fees were contractually due to the Adviser.
−Removed: During the year ended March 31, 2022, capital gains-based incentive fees of $ 5.3 million were contractually due and paid to the Adviser.
+Added: As of and for the three months ended June 30, 2023, no capital gains-based incentive fees were contractually due to the Adviser.
+Added: During the year ended March 31, 2023, 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.
4 unchanged sentences
If such amount is negative, then there is no accrual for such period and prior period accruals are reversed, as appropriate.
−Removed: During the three and nine months ended December 31, 2022, we recorded capital gains-based incentive fees of $ 1.4 million and $ 0.7 million, respectively.
−Removed: During the three and nine months ended December 31, 2021, we recorded capital gains-based incentive fees of $ 0.4 million and $ 16.3 million, respectively.
+Added: During the three months ended June 30, 2023, we recorded capital gains-based incentive fees of $ 0.1 million.
+Added: During the three months ended June 30, 2022, we recorded capital gains-based incentive fees of $ 0.9 million.
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.
−Removed: 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.
+Added: Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our 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.
Another of our officers, Mr.
2 unchanged sentences
On July 11, 2023, 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, 2024.
−Removed: Administration fees for the three and nine months ended December 31, 2022 were $ 0.4 million and $ 1.4 million, respectively, and for the three and nine months ended December 31, 2021 were $ 0.4 million and $ 1.4 million, respectively.
+Added: Administration fees for the three months ended June 30, 2023 and 2022, were $ 0.5 million and $ 0.4 million, respectively.
Transactions with Gladstone Securities, LLC
5 unchanged sentences
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.
−Removed: During the three and nine months ended December 31, 2022, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million and $ 1.6 million, respectively.
−Removed: During the three and nine months ended December 31, 2021, the fees received by Gladstone Securities from our portfolio companies totaled $ 2.8 million and $ 3.2 million, respectively.
+Added: During each of the three months ended June 30, 2023 and 2022, the fees received by Gladstone Securities from our portfolio companies totaled $ 0.3 million.
Related Party Fees Due
Amounts due to related parties on our accompanying Consolidated Statements of Assets and Liabilities were as follows:
−Removed: As of December 31,
+Added: As of June 30,
As of March 31,
6 unchanged sentences
Total related party fees due $ 29,303 $ 29,635
−Removed: (A) Includes a capital gains-based incentive fee of $ 26.1 million and $ 25.4 million as of December 31, 2022 and March 31, 2022, respectively, recorded in accordance with GAAP requirements, and which was not contractually due under the terms of the Advisory Agreement.
+Added: (A) Includes a capital gains-based incentive fee of $ 25.2 million and $ 25.1 million as of June 30, 2023 and March 31, 2023, 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.
−Removed: Net expenses receivable from Gladstone Capital Corporation, one of our affiliated funds, for reimbursement purposes, which includes certain co-investment expenses, totaled $ 16 thousand and $ 27 thousand, as of December 31, 2022 and March 31, 2022, respectively.
+Added: There were no co-investment expenses as of June 30, 2023 and March 31, 2023.
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.
Revolving Line of Credit
−Removed: On March 8, 2021, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.
+Added: On April 10, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.
7 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.
−Removed: 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).
−Removed: As of December 31, 2022, the Credit Facility provided a one-year extension option that may be exercised on or before March 8, 2023, subject to approval by all lenders.
−Removed: On August 10, 2020, we, through Business Investment, entered into Amendment No.
+Added: The reference rate was updated from LIBOR to Term SOFR plus an 11 basis point credit spread adjustment.
+Added: On March 8, 2021, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.
6 to the Credit Facility.
−Removed: Among other things, Amendment No.
−Removed: 5 amended the Credit Facility to (i) add London Interbank Offered Rate (“LIBOR”) replacement language;
−Removed: (ii) implement a 0.5 % LIBOR floor;
−Removed: (iii) reduce the facility size from $ 200.0 million to $ 180.0 million, which may be expanded to $ 300.0 million through additional commitments;
−Removed: and (iv) provide certain other changes to existing terms and covenants.
−Removed: 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.
+Added: 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).
+Added: Advances under the Credit Facility generally bear interest at 30-day Term SOFR, subject to a floor of 0.35 %, 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 with a SOFR credit spread adjustment of 11 basis points.
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:
−Removed: As of December 31, 2022
+Added: As of June 30, 2023
As of March 31, 2023
3 unchanged sentences
$ 133,800 $ 144,800
−Removed: For the Three Months Ended December 31,
−Removed: For the Nine Months Ended December 31,
−Removed: 2022 2021 2022 2021
+Added: For the Three Months Ended June 30,
Weighted-average borrowings outstanding $ 43,648 $ —
Effective interest rate (B)
−Removed: 12.8 % 11.1 % 19.8 % 10.1 %
Commitment (unused) fees incurred $ 345 $ 455
−Removed: (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 $ 150.4 million and $ 180.0 million as of December 31, 2022 and March 31, 2022, respectively.
+Added: (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 $ 133.8 million and $ 144.8 million as of June 30, 2023 and March 31, 2023, respectively.
(B) Excludes the impact of deferred financing costs and includes unused commitment fees.
Among other things, the Credit Facility contains a performance guaranty that requires us to maintain:
−Removed: (i) a minimum net worth (defined in the Credit Facility to include our mandatory redeemable term preferred stock) 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 $ 288.0 million as of December 31, 2022;
+Added: (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 $ 326.4 million as of June 30, 2023;
(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.
−Removed: As of December 31, 2022, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 705.7 million, asset coverage on our senior securities representing indebtedness of 250.5 %, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.
−Removed: As of December 31, 2022, we were in compliance with all covenants under the Credit Facility.
+Added: As of June 30, 2023, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $ 766.1 million, asset coverage on our senior securities representing indebtedness of 211.0 %, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC.
+Added: As of June 30, 2023, we were in compliance with all covenants under the Credit Facility.
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.
−Removed: As of December 31, 2022 and March 31, 2022, 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 %.
+Added: As of June 30, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day Term SOFR, with a 0.35 % floor, plus 3.10 % per annum, plus an unused commitment fee of 1.0 %.
+Added: As of March 31, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, with a 0.5 % floor, plus 2.94 % 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.
−Removed: As of each of December 31, 2022 and March 31, 2022, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements of Operations.
−Removed: The following tables provide relevant information and disclosures about the Credit Facility as of December 31, 2022 and March 31, 2022, and for the three and nine months ended December 31, 2022 and 2021, as required by ASC 820:
+Added: As of each of June 30, 2023 and March 31, 2023, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized appreciation (depreciation) of other on our accompanying Consolidated Statements of Operations.
+Added: The following tables provide relevant information and disclosures about the Credit Facility as of June 30, 2023 and March 31, 2023, and for the three months ended June 30, 2023 and 2022, as required by ASC 820:
Level 3 – Borrowings
2 unchanged sentences
Statements of Assets and Liabilities Using Significant Unobservable Inputs (Level 3)
−Removed: December 31, 2022 March 31, 2022
+Added: June 30, 2023 March 31, 2023
Credit Facility $ 46,160 $ 35,171
2 unchanged sentences
Credit Facility
−Removed: Three Months Ended December 31, 2022:
−Removed: Fair value at September 30, 2022 $ 16,600
−Removed: Borrowings 41,400
−Removed: Repayments ( 28,400 )
−Removed: Unrealized appreciation (depreciation) —
−Removed: Fair value at December 31, 2022
−Removed: Nine Months Ended December 31, 2022:
+Added: Three Months Ended June 30, 2023:
Fair value at March 31, 2023 $ 35,171
1 unchanged sentence
Repayments ( 20,800 )
−Removed: Unrealized appreciation (depreciation) —
−Removed: Fair value at December 31, 2022
+Added: Unrealized depreciation ( 11 )
+Added: Fair value at June 30, 2023
Fair Value Measurements of Borrowings Using Significant Unobservable Inputs (Level 3)
1 unchanged sentence
Credit Facility
−Removed: Three Months Ended December 31, 2021:
−Removed: Fair value at September 30, 2021
−Removed: Borrowings 49,000
−Removed: Repayments ( 57,900 )
−Removed: Unrealized appreciation (depreciation) —
−Removed: Fair value at December 31, 2021
−Removed: Nine Months Ended December 31, 2021:
+Added: Three Months Ended June 30, 2022:
Fair value at March 31, 2022
−Removed: Borrowings 111,700
−Removed: Repayments ( 134,100 )
Unrealized appreciation (depreciation) —
−Removed: Fair value at December 31, 2021
−Removed: The fair value of the collateral under the Credit Facility was $ 641.0 million and $ 537.5 million as of December 31, 2022 and March 31, 2022, respectively.
+Added: Fair value at June 30, 2022
+Added: The fair value of the collateral under the Credit Facility was $ 701.1 million and $ 639.5 million as of June 30, 2023 and March 31, 2023, respectively.
Notes Payable
2 unchanged sentences
The 5.00 % 2026 Notes are traded under the ticker symbol “GAINN” on the Nasdaq Global Select Market (“Nasdaq”).
−Removed: 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 the Company’s option on or after May 1, 2023.
+Added: The 5.00 % 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 the Company’s option.
The 5.00 % 2026 Notes bear interest at a rate of 5.00 % per year, which is payable quarterly in arrears.
10 unchanged sentences
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.
−Removed: The following tables summarize our 2026 Notes and 2028 Notes as of December 31, 2022 and March 31, 2022:
−Removed: As of December 31, 2022:
+Added: 8.00 % Notes due 2028
+Added: In May 2023, we completed a public offering of 8.00 % Notes due 2028 with an aggregate principal amount of $ 74.8 million (the “ 8.00 % 2028 Notes”), which resulted in net proceeds of approximately $ 72.3 million after deducting underwriting discounts, commissions and offering costs borne by us.
+Added: The 8.00 % 2028 Notes are traded under the ticker symbol “GAINL” on Nasdaq.
+Added: The 8.00 % 2028 Notes will mature on August 1, 2028 and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after August 1, 2025.
+Added: The 8.00 % 2028 Notes bear interest at a rate of 8.00 % per year, which is payable quarterly in arrears.
+Added: The indenture relating to the 8.00 % 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 8.00 % 2028 Notes and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements.
+Added: The 8.00 % 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 .
+Added: Total underwriting discounts, commissions, and offering costs related to this offering were $ 2.5 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 August 1, 2028, the maturity date.
+Added: The following tables summarize our 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of June 30, 2023 and March 31, 2023:
+Added: As of June 30, 2023:
Description Ticker
3 unchanged sentences
Principal Amount
−Removed: 2026 Notes GAINN March 2, 2021 May 1, 2026 5.00 % 5,117,500 $ 25.00 $ 127,938
−Removed: 2028 Notes GAINZ August 18, 2021 November 1, 2028 4.875 % 5,382,000 $ 25.00 134,550
+Added: 5.00 % 2026 Notes
+Added: GAINN March 2, 2021 May 1, 2026 5.00 % 5,117,500 $ 25.00 $ 127,938
+Added: 4.875 % 2028 Notes
+Added: GAINZ August 18, 2021 November 1, 2028 4.875 % 5,382,000 $ 25.00 134,550
+Added: 8.00 % 2028 Notes
+Added: GAINL May 31, 2023 August 1, 2028 8.00 % 2,990,000 $ 25.00 74,750
Notes payable, gross (B)
8 unchanged sentences
Principal Amount
−Removed: 2026 Notes GAINN March 2, 2021 May 1, 2026 5.00 % 5,117,500 $ 25.00 $ 127,938
−Removed: 2028 Notes GAINZ August 18, 2021 November 1, 2028 4.875 % 5,382,000 $ 25.00 134,550
+Added: 5.00 % 2026 Notes
+Added: GAINN March 2, 2021 May 1, 2026 5.00 % 5,117,500 $ 25.00 $ 127,938
+Added: 4.875 % 2028 Notes
+Added: GAINZ August 18, 2021 November 1, 2028 4.875 % 5,382,000 $ 25.00 134,550
Notes payable, gross (B)
2 unchanged sentences
Notes payable, net (C)
−Removed: (A) The 2026 Notes can be redeemed at our option at any time on or after May 1, 2023.
+Added: (A) The 5.00 % 2026 Notes can be redeemed at our option at any time.
The 4.875 % 2028 Notes can be redeemed at our option at any time on or after November 1, 2023.
−Removed: (B) As of December 31, 2022 and March 31, 2022, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 250.5 % and 252.9 %, respectively.
+Added: The 8.00 % 2028 Notes can be redeemed at our option at any time on or after August 1, 2025.
+Added: (B) As of June 30, 2023 and March 31, 2023, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 211.0 % and 244.7 %, respectively.
(C) Reflected as a line item on our accompanying Consolidated Statements of Assets and Liabilities .
−Removed: The fair value, based on the last reported closing prices, of the 2026 Notes and 2028 Notes as of December 31, 2022 was $ 117.7 million and $ 117.3 million, respectively.
+Added: The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of June 30, 2023 was $ 120.3 million, $ 119.7 million, and $ 75.1 million, respectively.
The fair value, based on the last reported closing prices, of the 5.00 % 2026 Notes and 4.875 % 2028 Notes as of March 31, 2023 was $ 121.5 million and $ 127.4 million, respectively.
−Removed: We consider the closing prices of the 2026 Notes and 2028 Notes to be Level 1 inputs within the ASC 820 hierarchy.
−Removed: Secured Borrowing
−Removed: 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 and in May 2014, we amended the agreement with the third-party to include an additional $ 0.1 million.
−Removed: ASC Topic 860, “ Transfers and Servicing ” required us to treat the participation as a financing-type transaction.
−Removed: Specifically, the third-party had 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.
−Removed: Therefore, our accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2022 reflect the entire secured second lien term debt investment in Ginsey and a corresponding $ 5.1 million secured borrowing liability.
−Removed: In conjunction with the August 2022 refinancing at Ginsey, the $ 5.1 million secured borrowing liability was extinguished.
−Removed: MANDATORILY REDEEMABLE PREFERRED STOCK
−Removed: 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.
−Removed: 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.
−Removed: The following table summarizes dividends declared by our Board of Directors and paid by us on our Series E Term Preferred Stock during the nine months ended December 31, 2021:
−Removed: For the Nine Months Ended December 31, 2021 :
−Removed: Declaration Date Record
−Removed: Series E Term
−Removed: Preferred Stock (A)
−Removed: April 13, 2021 April 23, 2021 April 30, 2021 $ 0.1328125
−Removed: April 13, 2021 May 19, 2021 May 28, 2021 0.1328125
−Removed: April 13, 2021 June 18, 2021 June 30, 2021 0.1328125
−Removed: July 13, 2021 July 23, 2021 July 30, 2021 0.1328125
−Removed: July 13, 2021 August 23, 2021 August 31, 2021 0.0796875 (B)
−Removed: Total $ 0.6109375
−Removed: (A) We voluntarily redeemed all outstanding shares of our Series E Term Preferred Stock on August 19, 2021.
−Removed: (B) Represents accrued and unpaid dividends up to, but excluding, the redemption date of August 19, 2021.
−Removed: 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.
−Removed: 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.
+Added: We consider the closing prices of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes to be Level 1 inputs within the ASC 820 hierarchy.
REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS
3 unchanged sentences
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.
−Removed: As of December 31, 2022, we had the ability to issue up to $ 296.5 million of the securities registered under the registration statement.
+Added: As of June 30, 2023, we had the ability to issue up to $ 219.8 million of the $ 300.0 million of securities registered under the registration statement.
Common Equity Offering
In August 2022, we entered into equity distribution agreements with Oppenheimer & Co.
−Removed: and Virtu Americas LLC (each a “Sales Agent”), under which we have the ability to issue and sell shares of our common stock, from time to time, through the Sales Agents, up to an aggregate offering price of $ 50.0 million in what is commonly referred to as an “at-the-market” program (“Common Stock ATM Program”).
−Removed: As of December 31, 2022, we had remaining capacity to sell up to an additional $ 46.5 million of common stock under the Common Stock ATM program.
−Removed: During the three months ended December 31, 2022, we sold 212,338 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $ 14.11 per share, raising approximately $ 3.0 million of gross proceeds.
−Removed: The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $ 13.91 and resulted in total net proceeds of approximately $ 3.0 million.
−Removed: All sales were above our then current estimated NAV per share.
−Removed: We did not sell any shares of our common stock under the common stock at-the-market program during the three months ended December 31, 2021.
−Removed: During the nine months ended December 31, 2022, we sold 241,978 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $ 14.31 per share, raising approximately $ 3.5 million of gross proceeds.
−Removed: The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $ 14.11 and resulted in total net proceeds of approximately $ 3.4 million.
−Removed: All sales were above our then current estimated NAV per share.
−Removed: We did not sell any shares of our common stock under a common stock at-the-market program during the nine months ended December 31, 2021.
+Added: and Virtu Americas LLC (each a “Sales Agent”), under which we have the ability to issue and sell shares of our common stock, from time to time, through the Sales Agents, having an aggregate offering price of up to $ 50.0 million in what is commonly referred to as an “at-the-market” program (“Common Stock ATM Program”).
+Added: As of June 30, 2023, we had remaining capacity to sell up to an additional $ 44.5 million of common stock under the Common Stock ATM program.
+Added: We did not sell any shares under the Common Stock ATM Program during the three months ended June 30, 2023.
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER WEIGHTED-AVERAGE COMMON SHARE
−Removed: The following table sets forth the computation of basic and diluted Net increase in net assets resulting from operations per weighted-average common share for the three and nine months ended December 31, 2022 and 2021:
−Removed: Three Months Ended December 31, Nine Months Ended December 31,
−Removed: 2022 2021 2022 2021
+Added: The following table sets forth the computation of basic and diluted Net increase in net assets resulting from operations per weighted-average common share for the three months ended June 30, 2023 and 2022:
+Added: Three Months Ended June 30,
Net increase in net assets resulting from operations
11 unchanged sentences
Estimates made on a quarterly basis are updated as of each interim reporting date.
−Removed: The tax characterization of cash distributions paid to common stockholders during the calendar year ended December 31, 2022 was 61.2 % from ordinary income and 38.8 % from capital gains.
−Removed: We paid the following cash distributions to our common stockholders for the nine months ended December 31, 2022 and 2021:
−Removed: For the Nine Months Ended December 31, 2022 :
+Added: If we determined the tax characterization of cash distributions paid to common stockholders during the current calendar year as of June 30, 2023, 80.4 % would be from ordinary income and 19.6 % would be from capital gains.
+Added: We paid the following cash distributions to our common stockholders for the three months ended June 30, 2023 and 2022:
+Added: For the Three Months Ended June 30, 2023 :
Declaration Date
4 unchanged sentences
April 11, 2023 June 21, 2023 June 30, 2023 0.08
−Removed: July 12, 2022 July 22, 2022 July 29, 2022 0.075
−Removed: July 12, 2022 August 23, 2022 August 31, 2022 0.075
−Removed: July 12, 2022 September 22, 2022 September 30, 2022 0.075
−Removed: October 11, 2022 October 21, 2022 October 31, 2022 0.080
−Removed: October 11, 2022 November 18, 2022 November 30, 2022 0.080
−Removed: October 11, 2022 December 6, 2022 December 15, 2022 0.120 (A)
−Removed: October 11, 2022 December 20, 2022 December 30, 2022 0.080
−Removed: Nine Months Ended December 31, 2022 $ 0.930
−Removed: For the Nine Months Ended December 31, 2021 :
+Added: Three Months Ended June 30, 2023 $ 0.36
+Added: For the Three Months Ended June 30, 2022 :
Declaration Date
4 unchanged sentences
April 12, 2022 June 22, 2022 June 30, 2022 0.075
−Removed: July 13, 2021 July 23, 2021 July 30, 2021 0.070
−Removed: July 13, 2021 August 23, 2021 August 31, 2021 0.070
−Removed: July 13, 2021 September 3, 2021 September 15, 2021 0.030 (A)
−Removed: July 13, 2021 September 22, 2021 September 30, 2021 0.070
−Removed: October 12, 2021 October 22, 2021 October 29, 2021 0.075
−Removed: October 12, 2021 November 19, 2021 November 30, 2021 0.075
−Removed: October 12, 2021 December 7, 2021 December 15, 2021 0.090 (A)
−Removed: October 12, 2021 December 23, 2021 December 31, 2021 0.075
−Removed: Nine Months Ended December 31, 2021 $ 0.825
+Added: Three Months Ended June 30, 2022 $ 0.345
(A) Represents a supplemental distribution to common stockholders.
−Removed: Aggregate cash distributions to our common stockholders declared and paid were $ 30.9 million and $ 27.4 million for the nine months ended December 31, 2022 and 2021, respectively.
+Added: Aggregate cash distributions to our common stockholders declared and paid were $ 12.1 million and $ 11.5 million for the three months ended June 30, 2023 and 2022, respectively.
For the fiscal year ended March 31, 2023, Investment Company Taxable Income exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $ 21.4 million of the first distributions paid subsequent to fiscal year-end, as having been paid in the prior year.
In addition, for the fiscal year ended March 31, 2023 net capital gains exceeded distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $ 10.6 million of the first distributions paid subsequent to fiscal year-end as having been paid in the prior year.
−Removed: For the three months ended December 31, 2022, we recorded $ 0.3 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and Accumulated net realized gain in excess of distributions and increased Underdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .
−Removed: For the nine months ended December 31, 2022, we recorded $ 1.6 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Underdistributed net investment income and Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .
−Removed: For the three months ended December 31, 2021, we recorded $ 0.1 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities .
−Removed: For the nine months ended December 31, 2021, we recorded $ 2.8 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and Overdistributed net investment income and increased Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .
+Added: For the three months ended June 30, 2023, we recorded $ 0.6 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which increased Capital in excess of par value and Overdistributed net investment income and decreased Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .
+Added: For the three months ended June 30, 2022, we recorded $ 0.9 million of net adjustments for estimated permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Overdistributed net investment income and Accumulated net realized gain in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities .
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.
4 unchanged sentences
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.
−Removed: 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 year ended March 31, 2023, we did not elect to retain long-term capital gains and to treat them as deemed distributions to common stockholders.
5 unchanged sentences
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.
−Removed: Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of December 31, 2022 and March 31, 2022, we had no established reserves for such loss contingencies.
+Added: Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of June 30, 2023 and March 31, 2023, we had no established reserves for such loss contingencies.
Escrow Holdbacks
2 unchanged sentences
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.
−Removed: Reserves and holdbacks against escrow amounts were $ 0.3 million and $ 0.2 million as of December 31, 2022 and March 31, 2022, respectively.
+Added: Reserves and holdbacks against escrow amounts were $ 0.1 million as of each of June 30, 2023 and March 31, 2023.
Financial Commitments and Obligations
1 unchanged sentence
Since these lines of credit and delayed draw term debt commitments have expiration dates and we expect many will never be fully drawn, the total line of credit and delayed draw term debt commitment amounts do not necessarily represent future cash requirements.
−Removed: We estimate the fair value of the combined unused line of credit and delayed draw term debt commitments as of December 31, 2022 and March 31, 2022 to be insignificant.
−Removed: In conjunction with the term loan repayment by CCE in November 2022, our previously outstanding $ 1.0 million guaranty was released and terminated.
−Removed: We were not required to make any payments on this guaranty, or any guaranties that existed in previous periods.
−Removed: The following table summarizes the principal balances of unused line of credit and delayed draw term debt commitments and guaranties as of December 31, 2022 and March 31, 2022, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:
−Removed: December 31, 2022 March 31, 2022
+Added: We estimate the fair value of the combined unused line of credit and delayed draw term debt commitments as of June 30, 2023 and March 31, 2023 to be insignificant.
+Added: The following table summarizes the principal balances of unused line of credit and delayed draw term debt commitments and guaranties as of June 30, 2023 and March 31, 2023, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:
+Added: June 30, 2023 March 31, 2023
Unused line of credit and delayed draw term debt commitments
−Removed: FINANCIAL HIGHLIGHTS
−Removed: Three Months Ended December 31, Nine Months Ended December 31,
$ 4,000 $ 2,150
+Added: $ 4,000 $ 2,150
+Added: FINANCIAL HIGHLIGHTS
+Added: Three Months Ended June 30,
Per Common Share Data:
3 unchanged sentences
Net investment income
−Removed: 0.26 0.25 0.82 0.25
−Removed: Net realized gain (loss) on investments and other
−Removed: 0.11 0.67 0.32 0.68
−Removed: Net unrealized appreciation (depreciation) of investments
+Added: Net realized gain on investments and other
+Added: Net unrealized (depreciation) appreciation of investments
( 0.02 ) 0.01
Total from investment operations
−Removed: 0.47 0.31 0.93 2.58
Effect of equity capital activity (B)
3 unchanged sentences
( 0.15 ) ( 0.25 )
−Removed: Net accretive effective of equity offering (D)
−Removed: 0.01 — 0.01 —
Total from equity capital activity
1 unchanged sentence
Other, net (B)(E)
−Removed: — 0.01 ( 0.01 ) —
Net asset value at end of period (A)
25 unchanged sentences
For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 8 — Distributions to Common Stockholders .
−Removed: (D) During the nine months ended December 31, 2022, the accretive effect is a result of issuing common shares at a price above the then current NAV per share.
+Added: (D) Reserved.
(E) Represents the impact of the different share amounts (weighted-average basic common shares outstanding for the corresponding period and actual common shares outstanding at the end of the period) in the Per Common Share Data calculations and rounding impacts.
4 unchanged sentences
(H) 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.
−Removed: Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of expenses to average net assets - annualized would have been 14.24 % and 12.55 % for the three months ended December 31, 2022 and 2021, respectively, and 12.87 % and 17.87 % for the nine months ended December 31, 2022 and 2021, respectively.
−Removed: (I) 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 - annualized would have been 5.15 % and 2.68 % for the three months ended December 31, 2022 and 2021, respectively, and 5.50 % and ( 0.96 )% for the nine months ended December 31, 2022 and 2021, respectively.
+Added: Had we not received any non-contractual, unconditional, and irrevocable credits of fees
+Added: from the Adviser, the ratio of expenses to average net assets - annualized would have been 13.95 % and 12.96 % for the three months ended June 30, 2023 and 2022, respectively.
+Added: (I) 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 - annualized would have been 4.55 % and 4.37 % for the three months ended June 30, 2023 and 2022, respectively.
UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES
1 unchanged sentence
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.
−Removed: We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w) of the SEC’s Regulation S-X as of or during the nine month periods ended December 31, 2022 and 2021.
+Added: We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w) of the SEC’s Regulation S-X as of or during the three month periods ended June 30, 2023 and 2022.
SUBSEQUENT EVENTS
Distributions and Dividends
−Removed: In January 2023, our Board of Directors declared the following monthly distributions to common stockholders:
+Added: In July 2023, our Board of Directors declared the following monthly distributions to common stockholders:
Payment Date Distribution per Common Share
−Removed: January 20, 2023 January 31, 2023 $ 0.08
−Removed: February 17, 2023 February 28, 2023 0.08
−Removed: March 3, 2023 March 15, 2023 0.24 (A)
−Removed: March 17, 2023 March 31, 2023 0.08
+Added: July 21, 2023 July 31, 2023 $ 0.08
+Added: August 23, 2023 August 31, 2023 0.08
+Added: September 7, 2023 September 15, 2023 0.12 (A)
+Added: September 21, 2023 September 29, 2023 0.08
Total for the Quarter:
(A) Represents a supplemental distribution to common stockholders.
−Removed: Subsequent to December 31, 2022 and through February 1, 2023, we sold 8,484 shares of our common stock under our common stock ATM Program at a weighted-average gross price of $ 14.01 per share and raised approximately $ 0.1 million in net proceeds.
+Added: In July 2023, we sold 304,170 shares of our common stock under our common stock ATM program at a weighted-average gross price of $ 13.55 per share and raised approximately $ 4.1 million in net proceeds.
These sales were above our then-current estimated NAV per share.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.