33 unchanged sentences
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
20 unchanged sentences
/s/ PricewaterhouseCoopers LLP
−Removed: Washington, DC
+Added: Washington, District Of Columbia
We have served as the Company’s auditor since 2005.
14 unchanged sentences
Line of credit at fair value (Cost of $ 67,000 and $ 35,200 , respectively)
+Added: $ 67,000 $ 35,171
Notes payable, net
331,345 257,436
−Removed: Secured borrowing
Total borrowings
76 unchanged sentences
Control investments 13,120 ( 2,661 ) ( 3,025 )
+Added: Other ( 29 ) 29 —
Total net unrealized appreciation (depreciation) 33,272 ( 12,206 ) 74,882
22 unchanged sentences
Net unrealized appreciation (depreciation) of investments 33,301 ( 12,235 ) 74,882
−Removed: Net unrealized depreciation of other 29 — —
+Added: Net unrealized (appreciation) depreciation of other ( 29 ) 29 —
Net increase in net assets from operations
33 unchanged sentences
28,000 52,300 51,398
−Removed: Net proceeds from the sale of investments
+Added: Net proceeds from the sale and recapitalization of investments
52,228 35,533 50,018
2 unchanged sentences
Net realized loss on other
−Removed: Net unrealized depreciation (appreciation) of investments
+Added: Net unrealized (appreciation) depreciation of investments
( 33,301 ) 12,235 ( 74,882 )
−Removed: Net unrealized depreciation of other ( 29 ) — —
+Added: Net unrealized appreciation (depreciation) of other 29 ( 29 ) —
Amortization of premiums, discounts, and acquisition costs, net
4 unchanged sentences
Changes in assets and liabilities:
−Removed: Decrease (increase) in interest receivable
+Added: (Increase) decrease in interest receivable
+Added: ( 4,589 ) 4 ( 131 )
Decrease (increase) in due from administrative agent
4 unchanged sentences
( 54 ) ( 13 ) 236
−Removed: Increase (decrease) in interest payable
−Removed: 119 1,599 453
−Removed: (Decrease) increase in fees due to Adviser (A)
+Added: Increase in interest payable
1,156 119 1,599
−Removed: Increase (decrease) in fee due to Administrator (A)
−Removed: Increase (decrease) in other liabilities
+Added: Increase (decrease) in fees due to Adviser (A)
12,375 ( 435 ) 13,588
+Added: Increase in fee due to Administrator (A)
+Added: Increase in other liabilities
Net cash (used in) provided by operating activities ( 69,938 ) ( 4,504 ) 36,599
10 unchanged sentences
74,750 — 134,550
−Removed: Proceeds from issuance of mandatorily redeemable preferred stock
Redemption of mandatorily redeemable preferred stock
4 unchanged sentences
( 76,061 ) ( 47,050 ) ( 38,850 )
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash provided by (used in) by financing activities
69,910 ( 6,743 ) ( 24,502 )
−Removed: NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS
+Added: NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS
( 28 ) ( 11,247 ) 12,097
9 unchanged sentences
For the year ended March 31, 2024:
+Added: • In March 2024, we recognized a $ 14.7 million realized loss on our preferred and common equity investments and related first and second lien debt investments in The Mountain Corporation ("The Mountain") upon its liquidation and dissolution.
+Added: For the year ended March 31, 2023:
• In August 2022, in conjunction with a refinancing at Ginsey Home Solutions, Inc.
4 unchanged sentences
• In March 2022, we replaced our previously outstanding first lien term loan to J.R.
+Added: - Atlanta, LLC ("J.R.
Hobbs") with a total cost basis of $ 36.0 million with a new $ 26.0 million first lien term loan, which resulted in a realized loss of $ 10.0 million.
11 unchanged sentences
Dema/Mai Holdings, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 7/2027) (J)
+Added: – Term Debt (SOFR+ 11.0 %, 16.3 % 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 %, 11.9 % Cash ( 0.3 % Unused Fee), Due 3/2024) (I)
+Added: – Line of Credit, $ 0 available (SOFR+ 7.0 %, 12.3 % Cash ( 0.3 % Unused Fee), Due 9/2026) (J)
2,750 2,750 2,750
Phoenix Door Systems, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.9 %% Cash, Due 9/2024) (I)
+Added: – Term Debt (SOFR+ 11.0 %, 16.3 % Cash, Due 9/2026) (J)
3,200 3,200 2,817
Diversified/Conglomerate Services – 16.8 %
−Removed: Counsel Press, Inc.
−Removed: – Term Debt (L+ 11.8 %, 16.6 % Cash, Due 3/2024) (J)
−Removed: 21,100 21,100 21,100
−Removed: Counsel Press, Inc.
−Removed: – Term Debt (L+ 13.0 %, 17.9 % Cash, Due 3/2024) (J)
−Removed: 6,400 6,400 6,400
Horizon Facilities Services, Inc.
−Removed: – Term Debt (L+ 7.5 %, 12.4 % Cash, Due 6/2026) (J)
+Added: – Term Debt (SOFR+ 7.5 %, 12.8 % Cash, Due 6/2026) (J)
57,700 57,700 57,700
−Removed: Mason West, LLC – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 7/2025) (J)
+Added: Mason West, LLC – Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 7/2025) (J)
25,250 25,250 25,250
2 unchanged sentences
Educators Resource, Inc.
−Removed: – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 11/2023) (J)
+Added: – Term Debt (SOFR+ 10.5 %, 15.8 % Cash, Due 3/2025) (J)
20,000 20,000 20,000
1 unchanged sentence
Brunswick Bowling Products, Inc.
−Removed: – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 1/2026) (J)
+Added: – Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 1/2026) (J)
17,700 17,700 17,700
Brunswick Bowling Products, Inc.
−Removed: – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 1/2026) (J)
+Added: – Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 1/2026) (J)
6,850 6,850 6,850
Ginsey Home Solutions, Inc.
−Removed: – Term Debt (L+ 10.0 %, 14.9 %% Cash, Due 11/2025) (J)
+Added: – Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 11/2025) (J)
12,200 12,200 12,200
2 unchanged sentences
Nocturne Luxury Villas, Inc.
−Removed: – Line of Credit, $ 2,000 available (L+ 8.0 %, 12.9 % Cash, Due 6/2024) (J)
+Added: – Line of Credit, $ 0 available (SOFR+ 8.0 %, 13.3 % Cash, Due 6/2025) (J)
+Added: 4,000 4,000 4,000
Nocturne Luxury Villas, Inc.
−Removed: – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 6/2026) (J)
+Added: – Term Debt (SOFR+ 10.5 %, 14.5 % Cash, Due 6/2026) (J)(P)
61,100 61,100 61,100
2 unchanged sentences
Schylling, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 5/2025) (J)
+Added: – Term Debt (SOFR+ 11.0 %, 16.3 % Cash, Due 5/2025) (J)
27,981 27,981 27,981
+Added: Oil and Gas – 7.1 %
+Added: The E3 Company, LLC – Line of Credit, $ 1,000 available (SOFR+ 5.5 %, 10.8 % Cash, Due 2/2025) (J)
+Added: 1,000 1,000 1,000
+Added: The E3 Company, LLC – Term Debt (SOFR+ 9.0 %, 14.3 %Cash, Due 9/2028) (J)
+Added: 33,750 33,750 33,750
+Added: 34,750 34,750
+Added: Printing and Publishing – 2.6 %
+Added: Home Concepts Acquisition, Inc.
+Added: – Line of Credit, $ 1,000 available (SOFR+ 6.0 %, 11.3 % Cash, Due 11/2024) (J)
+Added: 1,000 1,000 1,000
+Added: Home Concepts Acquisition, Inc.
+Added: – Term Debt (SOFR+ 9.0 %, 14.3 % Cash, Due 5/2028) (J)
+Added: 12,000 12,000 12,000
+Added: 13,000 13,000
Total Secured First Lien Debt $ 324,731 $ 324,348
2 unchanged sentences
Galaxy Technologies Holdings, Inc.
−Removed: – Term Debt (L+ 4.1 %, 9.0 % Cash, Due 10/2026) (J)
+Added: – Term Debt (SOFR+ 4.1 %, 9.4 % Cash, Due 10/2026) (J)
$ 6,900 $ 6,900 $ 6,900
Galaxy Technologies Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 11.9 % Cash, Due10/2026) (J)
+Added: – Term Debt (SOFR+ 7.0 %, 12.3 % Cash, Due 10/2026) (J)
18,796 18,796 18,796
1 unchanged sentence
Cargo Transport – 2.6 %
−Removed: Diligent Delivery Systems – Term Debt (L+ 9.0 %, 13.9 % Cash, Due 5/2024) (I)
+Added: Diligent Delivery Systems – Term Debt (SOFR+ 9.0 %, 14.3 % Cash, Due 9/2024) (Q)
13,000 13,000 13,000
1 unchanged sentence
SFEG Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 11.9 %% Cash, Due 11/2024) (J)
−Removed: 3,128 3,128 3,128
−Removed: SFEG Holdings, Inc.
−Removed: – Term Debt (L+ 7.0 %, 11.9 % Cash, Due 11/2024) (J)
−Removed: 12,516 12,516 12,516
+Added: – Term Debt (SOFR+ 7.0 %, 12.5 % Cash, Due 10/2028) (J)
54,644 54,644 54,644
14 unchanged sentences
Diversified/Conglomerate Services – 4.0 %
−Removed: Counsel Press, Inc.
−Removed: – Preferred Stock (C)(J)
−Removed: 6,995 6,995 27,885
Horizon Facilities Services, Inc.
– Preferred Stock (C)(J)
−Removed: 10,080 — 12,345
Mason West, LLC – Preferred Stock (C)(J)
21 unchanged sentences
4,000 4,000 11,369
−Removed: Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 1.0 %
−Removed: SFEG Holdings, Inc.
+Added: Oil and Gas – 3.3 %
+Added: The E3 Company, LLC – Preferred Stock (C)(J)
+Added: 11,233 11,233 16,421
+Added: Printing and Publishing - 0.3 %
+Added: Home Concepts Acquisition, Inc.
– Preferred Stock (C)(J)
8 unchanged sentences
Cargo Transport – 0.1 %
−Removed: Diligent Delivery Systems – Common Stock Warrants (C)(J)
+Added: Diligent Delivery Systems – Common Stock Warrants (C)(Q)
Diversified/Conglomerate Manufacturing – 0.0 %
23 unchanged sentences
Secured First Lien Debt – 30.0 %
−Removed: Diversified/Conglomerate Manufacturing – 1.0 %
−Removed: Edge Adhesives Holdings, Inc.
−Removed: (K) – Term Debt (L+ 5.5 %, 10.4 % Cash, Due 8/2024) (G)(J)
−Removed: $ 9,210 $ 9,210 $ 4,255
Diversified/Conglomerate Services – 15.7 %
ImageWorks Display and Marketing Group, Inc.
−Removed: – Term Debt (L+ 11.0 %, 15.9 % Cash, Due 11/2025) (J)
+Added: – Term Debt (SOFR+ 11.0 %, 16.3 % Cash, Due 11/2025) (J)
$ 22,000 $ 22,000 $ 22,000
−Removed: - Atlanta, LLC – Line of Credit, $ 0 available (L+ 6.0 %, 10.9 %, Cash, Due 6/2025) (G)(J)
+Added: - Atlanta, LLC – Line of Credit, $ 0 available (SOFR+ 6.0 %, 11.3 %, Cash, Due 6/2025) (G)(J)
5,000 5,000 2,682
−Removed: - Atlanta, LLC - Term Debt (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)
+Added: - Atlanta, LLC - Term Debt (SOFR+ 6.0 %, 11.3 % Cash, Due 6/2025) (G)(J)
16,500 16,500 8,852
−Removed: - Atlanta, LLC – Term Debt (L+ 10.3 %, 15.1 % Cash, Due 6/2025) (G)(J)
+Added: - Atlanta, LLC – Term Debt (SOFR+ 10.3 %, 15.6 % Cash, Due 6/2025) (G)(J)
26,000 26,000 13,949
−Removed: - Atlanta, LLC – Term Debt (L+ 6.0 %, 10.9 % Cash, Due 6/2025) (G)(J)
+Added: - Atlanta, LLC – Term Debt (SOFR+ 6.0 %, 11.3 % Cash, Due 6/2025) (G)(J)
2,438 2,438 1,308
−Removed: The Maids International, LLC – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 3/2025) (J)
+Added: The Maids International, LLC – Term Debt (SOFR+ 10.5 %, 15.8 % Cash, Due 3/2025) (J)
28,560 28,560 28,560
2 unchanged sentences
Old World Christmas, Inc.
−Removed: – Term Debt (L+ 9.5 %, 14.4 % Cash, Due 12/2025) (J)
+Added: – Term Debt (SOFR+ 9.5 %, 14.8 % Cash, Due 12/2025) (J)
43,000 43,000 43,000
1 unchanged sentence
Utah Pacific Bridge & Steel, Ltd.
−Removed: – Term Debt (L+ 10.0 %, 14.9 % Cash, Due 7/2026) (J)
+Added: – Term Debt (SOFR+ 10.0 %, 15.3 % Cash, Due 7/2026) (J)
18,250 18,250 18,250
1 unchanged sentence
B+T Group Acquisition, Inc.
−Removed: (K) – Line of Credit, $ 0 available (L+ 11.0 %, 15.9 % Cash, Due 12/2024) (J)
+Added: (K) – Line of Credit, $ 0 available (SOFR+ 2.0 %, 7.3 % Cash, Due 12/2026) (J)
3,080 3,080 3,080
B+T Group Acquisition, Inc.
−Removed: (K) – Term Debt (L+11.0%, 15.9 % Cash, Due 12/2024) (J)
−Removed: 14,000 14,000 14,000
+Added: (K) – Line of Credit, $ 394 available (SOFR+ 2.0 %, 7.3 % Cash, Due 6/2025) (J)
+Added: B+T Group Acquisition, Inc.
+Added: (K) – Term Debt (SOFR+2.0%, 7.3 % Cash, Due 12/2026) (J)
14,000 14,000 5,266
3 unchanged sentences
PSI Molded Plastics, Inc.
−Removed: – Term Debt (L+ 5.5 %, 10.4 % Cash, Due 1/2024) (J)
+Added: – Term Debt (SOFR+ 5.5 %, 10.8 % Cash, Due 1/2026) (J)
$ 26,618 $ 26,618 $ 20,363
+Added: Diversified/Conglomerate Services – 5.1 %
+Added: Nth Degree, Inc.
+Added: – Term Debt (SOFR+ 8.5 %, 13.8 % Cash, Due 6/2029) (I)
+Added: 25,000 25,000 25,000
Total Secured Second Lien Debt
5 unchanged sentences
158,598 $ 19,730 $ —
−Removed: Diversified/Conglomerate Manufacturing – 0.0 %
−Removed: Edge Adhesives Holdings, Inc.
−Removed: (K) – Preferred Stock (C)(J)
−Removed: 8,199 8,199 —
Diversified/Conglomerate Services – 1.6 %
6 unchanged sentences
6,640 6,640 5,426
−Removed: 24,309 14,126
Home and Office Furnishings, Housewares, and Durable Consumer Products – 6.2 %
6 unchanged sentences
6,000 6,000 12,287
+Added: Telecommunications – 0.0 %
+Added: B+T Group Acquisition, Inc.
+Added: (K) – Preferred Stock (C)(J)
+Added: 14,304 4,722 —
+Added: Total Preferred Equity $ 54,761 $ 50,958
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
6 unchanged sentences
Cost Fair Value
−Removed: Telecommunications – 0.5 %
−Removed: B+T Group Acquisition, Inc.
−Removed: (K) – Preferred Stock (C)(J)
−Removed: 14,304 4,722 2,187
−Removed: Total Preferred Equity $ 62,960 $ 58,051
Common Equity/Equivalents – 10.4 %
9 unchanged sentences
Secured First Lien Debt – 0.6 %
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Line of Credit, $ 150 available (L+ 5.0 %, 9.9 % Cash, Due 5/2023) (G)(J)
+Added: Diversified/Conglomerate Manufacturing – 0.6 %
+Added: Edge Adhesives Holdings, Inc.
+Added: (K) – Term Debt (SOFR+ 5.5 %, 10.8 % Cash, Due 8/2024) (G)(J)
$ 9,210 $ 9,210 $ 2,905
Total Secured First Lien Debt $ 9,210 $ 2,905
−Removed: Secured Second Lien Debt – 0.0 %
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Term Debt (L+ 4.0 %, 8.9 % Cash, Due 4/2024) (G)(J)
−Removed: 3,200 $ 3,200 $ —
−Removed: Total Secured Second Lien Debt 3,200 —
Preferred Equity – 0.0 %
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Preferred Stock (C)(J)
+Added: Diversified/Conglomerate Manufacturing – 0.0 %
+Added: Edge Adhesives Holdings, Inc.
+Added: (K) – Preferred Stock (C)(J)
8,199 $ 8,199 $ —
Total Preferred Equity $ 8,199 $ —
−Removed: Common Equity/Equivalents – 0.2 %
−Removed: Leisure, Amusement, Motion Pictures, and Entertainment – 0.2 %
−Removed: Gladstone SOG Investments, Inc.
−Removed: - Common Stock (C)(J)
−Removed: 100 $ 620 $ 713
−Removed: Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0 %
−Removed: The Mountain Corporation – Common Stock (C)(J)
−Removed: Total Common Equity/Equivalents $ 621 $ 713
Total Control Investments $ 17,409 $ 2,905
−Removed: TOTAL INVESTMENTS – 171.4 % (P)
+Added: TOTAL INVESTMENTS – 186.8 % (R)
$ 854,290 $ 920,504
3 unchanged sentences
As of March 31, 2024, 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: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
−Removed: GLADSTONE INVESTMENT CORPORATION
−Removed: CONSOLIDATED SCHEDULE OF INVESTMENTS
−Removed: MARCH 31, 2023
−Removed: (DOLLAR AMOUNTS IN THOUSANDS)
−Removed: (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.
+Added: (B) Unless indicated otherwise, all cash interest rates are indexed to 30-day Secured Overnight Financing Rate ("SOFR"), which was 5.3 % as of March 31, 2024.
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 reference rate plus a spread.
Due dates represent the contractual maturity date.
7 unchanged sentences
Warrants are represented as a percentage of ownership, as applicable.
−Removed: (I) 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 a third-party valuation firm.
Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
4 unchanged sentences
(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: THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
+Added: GLADSTONE INVESTMENT CORPORATION
+Added: CONSOLIDATED SCHEDULE OF INVESTMENTS
+Added: MARCH 31, 2024
+Added: (DOLLAR AMOUNTS IN THOUSANDS)
(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.
6 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: (P) Cumulative gross unrealized appreciation for federal income tax purposes is $ 150.4 million;
+Added: (P) Debt security is subject to an interest rate ceiling.
+Added: (Q) Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to occur imminently.
+Added: (R) Cumulative gross unrealized appreciation for federal income tax purposes is $ 180.5 million;
cumulative gross unrealized depreciation for federal income tax purposes is $ 115.8 million.
8 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
+Added: 36,750 35,226
Hotels, Motels, Inns, and Gaming Total – 9.7 %
Nocturne Luxury Villas, Inc.
−Removed: – Line of Credit, $ 2,000 available (L+ 8.0 %, 10.0 % Cash, Due 6/2023) (K)
+Added: – Line of Credit, $ 2,000 available (L+ 8.0 %, 12.9 % Cash, Due 6/2024) (J)
Nocturne Luxury Villas, Inc.
−Removed: – Term Debt (L+ 10.5 %, 12.5 % Cash, Due 6/2026) (K)
+Added: – Term Debt (L+ 10.5 %, 15.4 % Cash, Due 6/2026) (J)
42,450 42,450 42,450
2 unchanged sentences
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)(K)
+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: Preferred Equity – 37.4 %
+Added: Buildings and Real Estate – 5.1 %
+Added: Dema/Mai Holdings, Inc.
+Added: – Preferred Equity (C)(J)
+Added: 21,000 21,000 22,321
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
6 unchanged sentences
Cost Fair Value
−Removed: Preferred Equity – 31.4 %
Diversified/Conglomerate Services – 11.6 %
−Removed: Bassett Creek Services, Inc.
−Removed: – Preferred Stock (C)(K)
−Removed: 4,900 $ 4,900 $ 17,150
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 —
16,236 33,969
−Removed: Hotels, Motels, Inns, and Gaming Total – 2.3 %
+Added: Hotels, Motels, Inns, and Gaming – 3.7 %
Nocturne Luxury Villas, Inc.
−Removed: – Preferred Stock (C)(K)
+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)
+Added: 8 % 500 1,724
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 (L) – 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
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
6 unchanged sentences
Cost Fair Value
+Added: AFFILIATE INVESTMENTS (M) – 58.2 %
+Added: Secured First Lien Debt – 35.8 %
Diversified/Conglomerate Manufacturing – 1.0 %
Edge Adhesives Holdings, Inc.
−Removed: (L) – Term Debt (L+ 5.5 %, 7.5 % Cash, Due 8/2024) (J)
+Added: (L) – Term Debt (L+ 5.5 %, 10.4 % Cash, Due 8/2024) (G)(J)
$ 9,210 $ 9,210 $ 4,255
1 unchanged sentence
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)
+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
8 unchanged sentences
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
24,309 14,126
+Added: Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.7 %
+Added: Old World Christmas, Inc.
+Added: – Preferred Stock (C)(J)
+Added: 6,180 — 33,990
+Added: Mining, Steel, Iron and Non-Precious Metals – 1.8 %
+Added: Utah Pacific Bridge & Steel, Ltd.
+Added: – Preferred Stock (C)(J)
+Added: 6,000 6,000 7,748
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
6 unchanged sentences
Cost Fair Value
−Removed: Home and Office Furnishings, Housewares, and Durable Consumer Products – 8.5 %
−Removed: Old World Christmas, Inc.
−Removed: – Preferred Stock (C)(K)
−Removed: 6,180 — 37,842
−Removed: Mining, Steel, Iron and Non-Precious Metals – 1.3 %
−Removed: Utah Pacific Bridge & Steel, Ltd.
−Removed: - Preferred Stock (C)(K)
−Removed: 6,000 6,000 6,000
−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 %
+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)
+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
9 unchanged sentences
(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 March 31, 2022.
−Removed: (E) Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the FASB ASC 820 fair value hierarchy.
−Removed: Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
−Removed: (F) Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.
−Removed: (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.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.
3 unchanged sentences
(DOLLAR AMOUNTS IN THOUSANDS)
−Removed: (I) Represents the principal balance for debt investments and the number of shares/units held for equity investments.
+Added: (D) Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of March 31, 2023.
+Added: (E) Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the FASB ASC 820 fair value hierarchy.
+Added: Refer to Note 3— Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
+Added: (F) Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.
+Added: (G) Debt security is on non-accrual status.
+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 a third-party valuation firm.
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: (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 11— 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.
33 unchanged sentences
In accordance with Article 6 of Regulation S-X, we do not consolidate portfolio company investments.
−Removed: Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies, codified in ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.
+Added: Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants Audit and Accounting Guide for Investment Companies, codified in ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.
Use of Estimates
1 unchanged sentence
Actual results may differ from those estimates.
+Added: Cash and Cash Equivalents
+Added: We consider all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents.
+Added: Cash and cash equivalents are carried at cost, which approximates fair value.
+Added: We place our cash with financial institutions, and at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.
+Added: We seek to mitigate this concentration of credit risk by depositing funds with major financial institutions.
+Added: Restricted Cash and Cash Equivalents
+Added: Restricted cash and cash equivalents are generally cash and cash equivalents held in escrow received as part of an investment exit.
+Added: Restricted cash and cash equivalents are carried at cost, which approximates fair value.
Classification of Investments
10 unchanged sentences
Board Responsibility
−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 (“Valuation Designee”) under the 1940 Act.
+Added: Our board of directors (the “Board of Directors”) has approved investment valuation policies and procedures pursuant to Rule 2a-5 under the 1940 Act (the “Policy”) and, in July 2022, designated the Adviser to serve as the Board of Directors’ valuation designee (“Valuation Designee”) under the 1940 Act.
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.
−Removed: 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”).
+Added: Such review and oversight includes receiving written fair value determinations and
+Added: 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.
4 unchanged sentences
The Valuation Team engages third party valuation firms to provide independent assessments of fair value of certain of our investments.
−Removed: ICE Data Pricing and Reference Data, LLC (“ICE”), a valuation specialist, generally provides estimates of fair value on our debt investments.
−Removed: The Valuation Team generally assigns ICE’s estimates of fair value to our debt investments where we do not have the ability to effectuate a sale of the applicable portfolio company.
−Removed: The Valuation Team corroborates ICE’s estimates of fair value using one or more of the valuation techniques discussed below.
−Removed: 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 the Valuation Committee reviews whether the Valuation Team’s determined fair value is reasonable in light of the Policy and other relevant facts and circumstances.
+Added: A third-party valuation firm generally provides estimates of fair value on our debt investments.
+Added: The Valuation Team generally assigns the third-party valuation firm’s estimates of fair value to our debt investments where we do not have the ability to effectuate a sale of the applicable portfolio company.
+Added: The Valuation Team corroborates the third-party valuation firm’s estimates of fair value using one or more of the valuation techniques discussed below.
+Added: The Valuation Team’s estimate of value on a specific debt investment may significantly differ from the third-party valuation firm’s.
+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 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 determination to our Valuation Committee as to the fair value.
+Added: The Valuation Team then presents a determination to our Valuation Committee as to the fair value.
Our Valuation Committee reviews the determined fair value and whether it is reasonable in light of the Policy and other relevant facts and circumstances.
14 unchanged sentences
estimated remaining life, current market yield, current leverage, and interest rate spreads.
−Removed: This technique develops a modified discount rate that incorporates risk premiums including, among other things,
−Removed: increased probability of default, increased loss upon default, and increased liquidity risk.
−Removed: Generally, the Valuation Team uses the yield analysis to corroborate both estimates of value provided by ICE and market quotes.
+Added: This technique develops a modified discount rate that incorporates risk premiums including, among other things, increased probability of default, increased loss upon default, and increased liquidity risk.
+Added: Generally, the Valuation Team uses the yield analysis to corroborate both estimates of value provided by a third-party valuation firm and market quotes.
• Market Quotes — For our investments for which a limited market exists, we generally base fair value on readily available and reliable market quotations, which are corroborated by the Valuation Team (generally by using the yield analysis described above).
3 unchanged sentences
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.
−Removed: 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.
+Added: 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 and the lack of marketability of the security.
• Investments in Funds — For equity investments in other funds for which we cannot effectuate a sale of the fund, the Valuation Team generally determines the fair value of our invested capital at the net asset value (“NAV”) provided by the fund.
12 unchanged sentences
A realized gain or loss is recognized on the trade date, typically when an investment is disposed of, and is computed as the difference between the cost basis of the investment on the disposition date and the net proceeds received from such disposition.
−Removed: Unrealized appreciation or depreciation reflects the difference between the fair value of the investment and the cost basis of such investment.
+Added: Unrealized appreciation or depreciation reflects the difference between the fair value of the investment and the cost basis of such
We determine the fair value of each individual investment each reporting period and record changes in fair value as unrealized appreciation or depreciation in our accompanying Consolidated Statement of Operations .
4 unchanged sentences
However, we remain contractually entitled to this interest.
−Removed: Interest payments received on non-accrual loans may be recognized as income or
−Removed: applied to the cost basis, depending upon management’s judgment.
+Added: Interest payments received on non-accrual loans may be recognized as income or applied to the cost basis, depending upon management’s judgment.
Generally, non-accrual loans are restored to accrual status when past-due principal and interest are paid and, in management’s judgment, are likely to remain current, or, due to a restructuring, the interest income is deemed to be collectible.
−Removed: As of March 31, 2023, our loans to Edge Adhesives Holdings, Inc., J.R.
−Removed: – Atlanta, LLC (“J.R.
−Removed: Hobbs”) and The Mountain Corporation (“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.
−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, 2024, our loans to Edge Adhesives Holdings, Inc.
+Added: ("Edge") and J.R.
+Added: Hobbs were on non-accrual status, with an aggregate debt cost basis of $ 59.1 million, or 9.0 % of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $ 29.7 million, or 4.8 % 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.
6 unchanged sentences
We accrue dividend income on preferred and common equity securities to the extent that such amounts are expected to be collected and if we have the option to collect such amounts in cash or other consideration.
−Removed: Cash and Cash Equivalents
−Removed: We consider all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents.
−Removed: Cash and cash equivalents are carried at cost, which approximates fair value.
−Removed: We place our cash with financial institutions, and at times, cash held in checking accounts may exceed the Federal Deposit Insurance Corporation insured limit.
−Removed: We seek to mitigate this concentration of credit risk by depositing funds with major financial institutions.
−Removed: Restricted Cash and Cash Equivalents
−Removed: Restricted cash and cash equivalents are generally cash and cash equivalents held in escrow received as part of an investment exit.
−Removed: Restricted cash and cash equivalents are carried at cost, which approximates fair value.
Deferred Financing and Offering Costs
4 unchanged sentences
Related Party Fees
−Removed: We are party to the Advisory Agreement with the Adviser, which is owned and controlled by our chairman and chief executive officer.
+Added: We are party to the Advisory Agreement with the Adviser, which is indirectly owned and controlled by our chairman and chief executive officer.
In accordance with the Advisory Agreement, we pay the Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee.
Additionally, we pay the Adviser a loan servicing fee as compensation for its services as servicer under the terms of the Fifth Amended and Restated Credit Agreement dated April 30, 2013, as amended from time to time (the "Credit Facility").
−Removed: We are also party to the Administration Agreement with the Administrator, which is owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services.
+Added: We are also party to the Administration Agreement with the Administrator, which is indirectly owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services.
Refer to Note 4 — Related Party Transactions for additional information regarding these related party fees and agreements.
28 unchanged sentences
This is an “opt in” dividend reinvestment plan, meaning that common stockholders may elect to have their cash distributions automatically reinvested in additional shares of our common stock.
−Removed: Common stockholders who do not so elect will receive their distributions in cash.
+Added: Common stockholders who do not so elect will receive their
+Added: distributions in cash.
Any distributions reinvested under the plan will be taxable to a common stockholder to the same extent, and with the same character, as if the common stockholder had received the distribution in cash.
8 unchanged sentences
Our early adoption of ASU 2022-03 did not have a material impact on our financial position, results of operations or cash flows.
−Removed: In August 2021, the FASB issued Accounting Standards Update 2021-06, “Presentation of Financial Statements (Topic 205):
−Removed: Financial Services – Depository and Lending (Topic 924), and Financial Services – Investment Companies (Topic 946)” (“ASU 2021-06”), which modifies the disclosure requirements for acquired and disposed businesses.
−Removed: ASU 2021-06 was effective upon issuance.
−Removed: Our adoption of ASU 2021-06 did not have a material impact on our financial position, results of operations or cash flows.
−Removed: In accordance with ASC 820, we determine the fair value of our investments to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date.
+Added: In accordance with ASC 820, the fair value of our investments is determined to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date.
This fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs.
60 unchanged sentences
Secured second lien debt
+Added: 45,363 24,892
Preferred equity
1 unchanged sentence
Common equity/equivalents
+Added: 51,442 15,243
Total Affiliate Investments
24 unchanged sentences
$ 15,483 – $ 109,615 / $ 94,957
−Removed: 5,391 14,064 Yield Analysis Discount Rate 19.4 % – 19.9 % / 19.7 %
−Removed: 11.3 % – 15.2 % /
+Added: — 5,391 Yield Analysis Discount Rate N/A 19.4 % – 19.9 % /
Secured second lien debt 113,703 62,750 TEV EBITDA multiple 5.1 x – 15.0 x /
2 unchanged sentences
$ 4,112 – $ 6,379 /
−Removed: Revenue multiple N/A 0.7 x – 0.7 x /
−Removed: Revenue N/A $ 14,072 – $ 14,072 /
25,000 12,984 Yield Analysis Discount Rate 13.8 % – 13.8 % /
13 unchanged sentences
$ 1,105 – $ 30,833 /
−Removed: Revenue multiple N/A 0.7 x – 0.7 x /
−Removed: Revenue N/A $ 14,072 – $ 14,072 /
Total $ 920,486 $ 753,516
55 unchanged sentences
(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) Includes $ 13.4 million of proceeds from the recapitalization of Old World Christmas, Inc.
−Removed: ("Old World") and $ 12.3 million of proceeds from the recapitalization of Horizon Facilities Services, Inc ("Horizon").
+Added: Includes $ 0.3 million of proceeds from the recapitalization of Old World Christmas, Inc.
+Added: ("Old World")
+Added: Includes $ 13.4 million of proceeds from the recapitalization of Old World and $ 12.3 million of proceeds from the recapitalization of Horizon Facilities Services, Inc ("Horizon").
+Added: Transfers represent preferred equity of SFEG Holdings, Inc.
+Added: ("SFEG") with a total cost basis and fair value of $ 4.8 million and $ 8.6 million, respectively, which was converted to common equity in October 2023.
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.
with a total cost basis and fair value of $ 26.6 million, which was converted into secured second lien debt in September 2022.
−Removed: Transfers represent (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: ("Danco") with a total cost basis and fair value of $ 12.3 million and $ 7.3 million, respectively, which was converted into secured second lien debt of Galaxy Technologies Holdings, Inc.
−Removed: (“Galaxy Technologies Holdings”) in September 2021, (3) preferred equity of Galaxy Technologies, Inc.
−Removed: ("Galaxy") with a total cost basis and fair value of $ 11.5 million and $ 16.0 million, respectively, which was converted into common equity of Galaxy Technologies Holdings in September 2021 and (4) preferred equity of SOG Specialty Knives & Tools, LLC with a total cost and fair value of $ 0.6 million and $ 0.0 million , respectively, which was converted into common equity of Gladstone SOG Investments, Inc.
−Removed: in December 2021.
Investment Activity
During the fiscal year ended March 31, 2024, 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 Luxury Villas, Inc.
+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 existing 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 ("Nth Degree") 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.
+Added: • In August 2023, we invested an additional $ 18.7 million in the form of secured first lien debt in Nocturne Luxury Villas, Inc.
("Nocturne") to fund an add-on acquisition.
−Removed: • In June 2022, we exited 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 - Borrowing s 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 11 - 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 replaced our previously outstanding secured second lien term loan and secured second lien delayed draw term loan to The Mountain with a total aggregate cost basis of $ 13.2 million with a new $ 3.2 million secured second lien term loan, which resulted in a realized loss of $ 10.0 million.
−Removed: • In February 2023, we replaced our two previously outstanding secured first lien revolving lines of credit to The Mountain with an aggregate cost basis of $ 4.3 million with a new secured first lien revolving line of credit with a $ 4.7 million commitment.
−Removed: Investment Conc entrations
+Added: • In September 2023, we invested $ 46.0 million in a new portfolio company, The E3 Company, LLC ("E3"), in the form of $ 34.8 million of secured first lien debt and $ 11.2 million of preferred equity.
+Added: E3, headquartered in Kilgore, Texas, is a market leader in advanced pressure management solutions for oil and gas well completions.
+Added: • In October 2023, we invested an additional $ 64.7 million in the form of $ 39.0 million of secured second lien debt and $ 25.7 million of common equity in SFEG to fund an add-on acquisition.
+Added: In connection with the investment, our existing preferred equity, with a cost basis of $ 4.8 million, was converted to common equity.
+Added: • In October 2023, we exited our investment in Counsel Press, Inc., which resulted in success fee income of $ 1.4 million, a realized gain of $ 43.5 million and the repayment of our debt investment of $ 27.5 million at par.
+Added: • In March 2024, we recognized a $ 14.7 million realized loss on our preferred and common equity investments and related first and second lien debt investments in The Mountain upon its liquidation and dissolution.
+Added: Investment Concentrations
As of March 31, 2024, our investment portfolio consisted of investments in 24 portfolio companies located in 18 states across 16 different industries with an aggregate fair value of $ 920.5 million.
−Removed: Our investments in Old World, Horizon, Dema/Mai, Nocturne, and Brunswick Bowling Products, Inc., represent our five largest portfolio investments at fair value, and collectively comprised $ 322.3 million, or 42.8 %, of our total investment portfolio at fair value as of March 31, 2023.
+Added: Our investments in SFEG, Nocturne, Nth Degree, Old World and Brunswick Bowling Products, Inc.
+Added: represent our five largest portfolio investments at fair value, and collectively comprised $ 393.5 million, or 42.7 %, of our total investment portfolio at fair value as of March 31, 2024.
The following table summarizes our investments by security type as of March 31, 2024 and 2023:
17 unchanged sentences
Home and Office Furnishings, Housewares, and Durable Consumer Products 160,038 17.3 % 143,685 19.1 %
−Removed: Buildings and Real Estate 60,571 8.0 % — — %
+Added: Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) 92,781 10.1 % 20,088 2.7 %
Hotels, Motels, Inns, and Gaming 77,366 8.4 % 58,713 7.8 %
−Removed: Leisure, Amusement, Motion Pictures, and Entertainment 47,616 6.3 % 46,514 6.5 %
+Added: Buildings and Real Estate 60,431 6.6 % 60,571 8.0 %
+Added: Oil and Gas 51,171 5.6 % — — %
Healthcare, Education, and Childcare 49,638 5.4 % 37,445 5.0 %
+Added: Leisure, Amusement, Motion Pictures, and Entertainment 39,350 4.3 % 47,616 6.3 %
Mining, Steel, Iron and Non-Precious Metals 30,537 3.3 % 25,998 3.5 %
−Removed: Chemicals, Plastics, and Rubber 24,891 3.3 % 26,618 3.7 %
Aerospace and Defense 29,064 3.2 % 22,215 2.8 %
−Removed: Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) 20,088 2.7 % 13,823 1.9 %
−Removed: Telecommunications 18,987 2.5 % 32,467 4.6 %
+Added: Chemicals, Plastics, and Rubber 20,363 2.2 % 24,891 3.3 %
+Added: Printing and Publishing 14,238 1.5 % — — %
Cargo Transport 13,500 1.5 % 14,707 2.0 %
−Removed: Diversified/Conglomerate Manufacturing 9,646 1.3 % 14,064 2.0 %
+Added: Telecommunications 9,002 1.0 % 18,987 2.5 %
Other < 2.0% 8,490 0.9 % 9,673 1.3 %
8 unchanged sentences
Total Investments
−Removed: Northeast $ 266,612 35.4 % $ 194,100 27.2 %
−Removed: West 197,989 26.3 % 158,607 22.2 %
South $ 346,838 37.7 % $ 171,056 22.7 %
+Added: West 223,871 24.3 % 197,989 26.3 %
+Added: Northeast 207,870 22.6 % 266,612 35.4 %
Midwest 141,925 15.4 % 117,886 15.6 %
7 unchanged sentences
2025 $ 72,770
+Added: Thereafter 25,000
Total contractual repayments $ 658,383
6 unchanged sentences
We write-off accounts receivable when we have exhausted collection efforts and have deemed the receivables uncollectible.
−Removed: As of March 31, 2023 and 2022, we had gross receivables from portfolio companies of $ 2.2 million and $ 1.7 million, respectively.
+Added: As of March 31, 2024 and 2023, we had gross receivables from portfolio companies of $ 2.2 million.
As of March 31, 2024 and 2023, the allowance for uncollectible receivables was $ 1.4 million and $ 1.6 million, respectively.
5 unchanged sentences
David Dullum (our president) is also the executive vice president of private equity (buyouts) of the Adviser.
−Removed: Michael LiCalsi, our general counsel and secretary (who also serves as the Administrator’s president,
−Removed: general counsel and secretary), is also the executive vice president of administration, general counsel, and secretary of our Adviser.
+Added: Michael LiCalsi, our general counsel and secretary (who also serves as the Administrator’s president, general counsel and secretary), is also the executive vice president of administration, general counsel, and secretary of our Adviser.
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 :
37 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 $ 0.2 million, $ 0.3 million, and $ 0.2 million for the years ended March 31, 2023, 2022, and 2021, respectively, 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.
+Added: however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees, 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.
+Added: For the years ended March 31, 2024, 2023, and 2022, these credits totaled $ 0.3 million, $ 0.2 million, and $ 0.3 million, respectively.
Loan Servicing Fee
10 unchanged sentences
• 20.0 % of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875 % of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter.
−Removed: The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date), and equals 20.0 % of our realized capital gains, less any realized capital losses and unrealized depreciation, calculated as of the end of the preceding calendar year.
+Added: The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date), and equals 20.0 % of our realized capital gains, less any realized capital losses and unrealized depreciation, calculated as of the end of the
+Added: preceding calendar year.
The capital gains-based incentive fee payable to the Adviser is calculated based on (i) cumulative aggregate realized capital gains since our inception, less (ii) cumulative aggregate realized capital losses since our inception, less (iii) the entire portfolio’s aggregate unrealized capital depreciation, if any, as of the date of the calculation.
3 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 years ended March 31, 2023 and 2021, no capital gains-based incentive fees were contractually due and paid to the Adviser.
−Removed: As of and for the year ended March 31, 2022, $ 5.3 million capital gains-based incentive fees were contractually due and paid to the Adviser.
+Added: As of and for the years ended March 31, 2024 and 2022, capital gains-based incentive fees of $ 1.1 million and $ 5.3 million, respectively, were contractually due and paid to the Adviser.
+Added: For 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.
2 unchanged sentences
Accordingly, a GAAP accrual is calculated at the end of the reporting period based on (i) cumulative aggregate realized capital gains since our inception, plus (ii) the entire portfolio’s aggregate unrealized capital appreciation, if any, less (iii) cumulative aggregate realized capital losses since our inception, less (iv) the entire portfolio’s aggregate unrealized capital depreciation, if any.
−Removed: If such amount is positive at the
−Removed: end of a reporting period, a capital gains-based incentive fee equal to 20.0 % of such amount, less the aggregate amount of capital gains-based incentive fees accrued in all prior years, is recorded, regardless of whether such amount is contractually due under the terms of the Advisory Agreement.
+Added: If such amount is positive at the end of a reporting period, a capital gains-based incentive fee equal to 20.0 % of such amount, less the aggregate amount of capital gains-based incentive fees accrued in all prior years, is recorded, regardless of whether such amount is contractually due under the terms of the Advisory Agreement.
If such amount is negative, then there is no accrual for such period and prior period accruals are reversed, as appropriate.
−Removed: During the year ended March 31, 2023, we recorded a reversal of capital gains-based incentive fees of $ 0.3 million.
−Removed: During the years ended March 31, 2022 and 2021, we recorded capital gains-based incentive fees of $ 18.3 million and $ 5.0 million, respectively.
+Added: During the years ended March 31, 2024, 2023 and 2022, we recorded/(reversed) capital gains-based incentive fees of $ 12.7 million, $( 0.3 ) million and $ 18.3 million, respectively.
Transactions with the Administrator
5 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 years ended March 31, 2023, 2022, and 2021 were $ 1.8 million, $ 1.8 million, and $ 1.6 million, respectively.
+Added: Administration fees for each of the years ended March 31, 2024, 2023, and 2022 were $ 1.8 million.
Transactions with Gladstone Securities, LLC
Gladstone Securities, LLC (“Gladstone Securities”) is a privately held broker dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation.
−Removed: Gladstone Securities is an affiliate of ours, as its parent company is 100 % owned and controlled by David Gladstone, our chairman and chief executive officer.
+Added: Gladstone Securities is an affiliate of ours, as its parent company is 100 % indirectly owned and controlled by David Gladstone, our chairman and chief executive officer.
Gladstone also serves on the board of managers of Gladstone Securities.
1 unchanged sentence
From time to time, Gladstone Securities provides services, such as investment banking and due diligence services, to certain of our portfolio companies, for which it receives a fee.
−Removed: 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.
+Added: Any such fees paid by portfolio companies to Gladstone
+Added: Securities do not impact the fees we pay to the Adviser or the non-contractual, unconditional, and irrevocable credits against the base management fee.
During the years ended March 31, 2024, 2023, and 2022, the fees received by Gladstone Securities from portfolio companies totaled $ 0.3 million, $ 1.6 million, and $ 3.2 million, respectively.
13 unchanged sentences
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 of certain co-investment expenses, totaled $ 27 thousand as of March 31, 2022.
+Added: Net expenses receivable from Gladstone Capital Corporation, one of our affiliated funds, for reimbursement of certain co-investment expenses, there were $ 0.1 million of co-investment expenses as of March 31, 2024.
There were no co-investment expenses as of March 31, 2023.
1 unchanged sentence
Revolving Line of Credit
−Removed: On March 8, 2021, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.
−Removed: 6 to the Credit Facility, with KeyBank National Association (“KeyBank”) as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto.
−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: On August 10, 2020, we, through Business Investment, entered into Amendment No.
+Added: On February 5, 2024, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.
+Added: 9 to the Credit Facility with KeyBank National Association (“KeyBank”), as administrative agent, joint lead arranger and lender, Fifth Third Bank as managing agent, joint lead arranger and lender, the Adviser, as servicer, and certain other lenders party thereto.
+Added: The Credit Facility was amended to increase the size from $ 135.0 million to $ 200.0 million and update certain existing terms.
+Added: The Credit Facility continues to include customary terms, covenants, events of default and constraints on borrowing availability based on collateral tests for a credit facility of its size and nature.
+Added: On October 30, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.
8 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 0.50 % 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 0.50 %, 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.
−Removed: 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.
−Removed: Refer to Note 14 — Subsequent Events for information on Amendment No.
+Added: The revolving period was extended to October 30, 2026, and if not renewed or extended by such date, all principal and interest will be due and payable on October 30, 2028 ( two years after the revolving period end date).
+Added: The size of the Credit Facility was reduced from $ 180.0 million to $ 135.0 million.
+Added: On April 10, 2023, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No.
7 to the Credit Facility.
+Added: The reference rate was updated from LIBOR to Term SOFR plus an 11 basis point credit spread adjustment.
+Added: Advances under the Credit Facility generally bear interest at 30-day Term SOFR, subject to a floor of 0.35 %, plus 3.15 % per annum until October 30, 2026, with the margin then increasing to 3.40 % for the period from October 30, 2026 to October 30, 2027, and increasing further to 3.65 % thereafter with a SOFR credit spread adjustment of 10 basis points.
+Added: The Credit Facility has an unused commitment fee on the daily unused commitment amount of 0.50 % per annum if the daily unused commitment amount is less than or equal to 50% of the total commitment amount, 0.75 % per annum if the daily unused commitment amount is greater than 50% but less than or equal to 65% of the total commitment amount, and 1.00 % per annum if the daily unused commitment amount is greater than 65% of the total commitment amount.
The following tables summarize noteworthy information related to the Credit Facility:
24 unchanged sentences
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: At March 31, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, with a 0.50 % floor, plus 2.94 % per annum, plus an unused commitment fee of 1.0 %.
+Added: At March 31, 2024, the discount rate used to determine the fair value of the Credit Facility was 30-day Term SOFR, with a 0.35 % floor, plus 3.25 % per annum, plus an unused commitment fee of 1.0 %.
At March 31, 2023, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, with a 0.50 % 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: At each of March 31, 2023 and 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 .
+Added: At each of March 31, 2024 and 2023, the Credit Facility
+Added: 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 .
The following tables provide relevant information and disclosures about the Credit Facility as of and for the years ended March 31, 2024 and 2023, as required by ASC 820:
5 unchanged sentences
Credit Facility
+Added: $ 67,000 $ 35,171
Fair Value Measurements of Borrowings Using Significant Unobservable Inputs (Level 3)
3 unchanged sentences
Fair value at March 31, 2023
−Removed: Unrealized depreciation ( 29 )
+Added: Unrealized appreciation 29
Fair value at March 31, 2024
1 unchanged sentence
Fair value at March 31, 2022
+Added: Repayments ( 67,300 )
+Added: Unrealized depreciation
Fair value at March 31, 2023
4 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.
1 unchanged sentence
The 5.00 % 2026 Notes are recorded at the aggregate principal amount, less underwriting discounts, commissions, and offering costs, on our accompanying Consolidated Statements of Assets and Liabilities .
−Removed: Total underwriting discounts, commissions, and offering costs related to this offering were $ 4.1 million, which have been recorded as discounts to the aggregate principal amount on our accompanying Consolidated Statements of Assets and Liabilities and are being amortized over the period ending May 1, 2026, the maturity date.
+Added: Total underwriting discounts,
+Added: commissions, and offering costs related to this offering were $ 4.1 million, which have been recorded as discounts to the aggregate principal amount on our accompanying Consolidated Statements of Assets and Liabilities and are being amortized over the period ending May 1, 2026, the maturity date.
4.875 % Notes due 2028
1 unchanged sentence
The 4.875 % 2028 Notes are traded under the ticker symbol “GAINZ” on Nasdaq.
−Removed: The 2028 Notes will mature on November 1, 2028 and may be redeemed in whole or in part at any time or from time to time at the Company's option on or after November 1, 2023.
+Added: The 4.875 % 2028 Notes will mature on November 1, 2028 and may be redeemed in whole or in part at any time or from time to time at the Company's option.
The 4.875 % 2028 Notes bear interest at a rate of 4.875 % per year, which is payable quarterly in arrears.
2 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 summarizes our 2026 Notes and 2028 Notes as of March 31, 2023 and 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 summarizes the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes as of March 31, 2024 and 2023:
As of March 31, 2024:
6 unchanged sentences
4.875% 2028 Notes GAINZ August 18, 2021 November 1, 2028 4.875 % 5,382,000 $ 25.00 134,550
+Added: 8.00% 2028 Notes 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.
−Removed: The 2028 Notes can be redeemed at our option at any time on or after November 1, 2023.
+Added: (A) The 5.00 % 2026 Notes and the 4.875 % 2028 Notes can be redeemed at our option at any time.
+Added: The 8.00 % 2028 Notes can be redeemed at our option at any time on or after August 1, 2025.
(B) As of March 31, 2024 and 2023, asset coverage on our senior securities representing indebtedness, calculated pursuant to Sections 18 and 61 of the 1940 Act, was 219.0 % 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 March 31, 2023 was $ 121.5 million and $ 127.4 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 March 31, 2024 was $ 123.9 million, $ 123.7 million, and $ 77.3 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 a Level 1 inputs within the ASC 820 hierarchy.
+Added: We consider the closing prices of the 5.00 % 2026 Notes, 4.875 % 2028 Notes and 8.00 % 2028 Notes to be a Level 1 inputs within the ASC 820 hierarchy.
Secured Borrowing
5 unchanged sentences
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: In March 2021, we used a portion of the proceeds from the issuance of our 2026 Notes to voluntarily redeem all outstanding shares of our 6.25 % Series D Cumulative Term Preferred Stock (or “Series D Term Preferred Stock” or “Series D”), which had a liquidation preference of $ 25.00 per share.
−Removed: In connection with the voluntary redemption of our Series D Term Preferred Stock, we incurred a loss on extinguishment of debt of $ 0.8 million, which was recorded in Realized loss on other in our accompanying Consolidated Statements of Operations and which was primarily comprised of unamortized deferred issuance costs at the time of redemption .
−Removed: The following tables summarize dividends declared by our Board of Directors and paid by us on each of our Series D Term Preferred Stock and Series E Term Preferred Stock during the years ended March 31, 2022 and 2021:
+Added: In August 2021, we used a portion of the proceeds from the issuance of the 4.875 % 2028 Notes to voluntarily redeem all outstanding shares of the 6.375 % Series E Cumulative Term Preferred Stock (“Series E Term Preferred Stock” or “Series E”), which had a liquidation preference of $ 25.00 per share.
+Added: In connection with the voluntary redemption of the 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.
+Added: The following tables summarize dividends declared by our Board of Directors and paid by us on each of the Series E Term Preferred Stock during the year ended March 31, 2022:
For the Year Ended March 31, 2022 :
9 unchanged sentences
Total $ 0.61093750
−Removed: For the Year Ended March 31, 2021 :
−Removed: Declaration Date Record Date Payment Date
−Removed: Dividend per Share of
−Removed: Series D Term
−Removed: Preferred Stock (C)
−Removed: Dividend per Share of
−Removed: Series E Term
−Removed: Preferred Stock (A)
−Removed: April 14, 2020 April 24, 2020 April 30, 2020 $ 0.13020833 $ 0.13281250
−Removed: April 14, 2020 May 19, 2020 May 29, 2020 0.13020833 0.13281250
−Removed: April 14, 2020 June 19, 2020 June 30, 2020 0.13020833 0.13281250
−Removed: July 14, 2020 July 24, 2020 July 31, 2020 0.13020833 0.13281250
−Removed: July 14, 2020 August 24, 2020 August 31, 2020 0.13020833 0.13281250
−Removed: July 14, 2020 September 23, 2020 September 30, 2020 0.13020833 0.13281250
−Removed: October 13, 2020 October 23, 2020 October 30, 2020 0.13020833 0.13281250
−Removed: October 13, 2020 November 20, 2020 November 30, 2020 0.13020833 0.13281250
−Removed: October 13, 2020 December 23, 2020 December 31, 2020 0.13020833 0.13281250
−Removed: January 12, 2021 January 22, 2021 January 29, 2021 0.13020833 0.13281250
−Removed: January 12, 2021 February 17, 2021 February 26, 2021 0.13020833 0.13281250
−Removed: January 12, 2021 March 18, 2021 March 31, 2021 0.00868056 (D)
−Removed: Total $ 1.44097219 $ 1.59375000
−Removed: (A) We voluntarily redeemed all outstanding shares of our Series E Term Preferred Stock on August 19, 2021
+Added: (A) We voluntarily redeemed all outstanding shares of the Series E Term Preferred Stock on August 19, 2021
(B) Represents accrued and unpaid dividends up to, but excluding, the redemption date of August 19, 2021.
−Removed: (C) We voluntarily redeemed all outstanding shares of our Series D Term Preferred Stock on March 3, 2021.
−Removed: (D) Represents accrued and unpaid dividends up to, but excluding, the redemption date of March 3, 2021.
The federal income tax characteristics of dividends paid to our preferred stockholders generally constitute ordinary income or capital gains to the extent of our current and accumulated earnings and profits and are reported after the end of the calendar year based on tax information for the full fiscal year.
2 unchanged sentences
Registration Statement
+Added: On February 28, 2024, we filed a registration statement on Form N-2 (File No.
+Added: 333-277452), which the SEC declared effective on April 18, 2024.
+Added: The registration statement permits us to issue, through one or more transactions, up to an aggregate of $ 450.0 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.
+Added: As of the date of this report, we have the ability to issue up to $ 450.0 million of the securities registered under the registration statement.
On September 3, 2021, we filed a registration statement on Form N-2 (File No.
333-259302), which the SEC declared effective on October 15, 2021.
−Removed: 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.
+Added: The registration statement permitted us to issue, through one or more transactions, up to an aggregate of $ 300.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities.
As of March 31, 2024, we had the ability to issue up to $ 175.3 million of the securities registered under the registration statement.
+Added: This registration statement was terminated on April 18, 2024.
Common Equity Offerings
1 unchanged sentence
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”).
+Added: In August 2023, we entered into an equity distribution agreement with B.
+Added: Riley Securities, Inc.
+Added: and entered into amendments to the agreements with Oppenheimer & Co.
+Added: and Virtu Americas LLC in order to add B.
+Added: Riley Securities, Inc.
+Added: as a Sales Agent for the Common Stock ATM Program.
+Added: As of March 31, 2024, we had no remaining capacity under the Common Stock ATM program.
During the year ended March 31, 2024, we sold 3,097,162 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $ 14.37 per share and raised approximately $ 44.5 million of gross proceeds.
1 unchanged sentence
These sales were above our then current NAV per share.
+Added: During the year ended March 31, 2023, we sold 386,482 shares of our common stock under the Common Stock ATM Program at a weighted-average gross price of $ 14.21 per share and raised approximately $ 5.5 million of gross proceeds.
+Added: The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $ 14.01 and resulted in total net proceeds of approximately $ 5.4 million.
+Added: These sales were above our then current NAV per share.
In December 2019, we entered into equity distribution agreements with Wedbush Securities, Inc., Cantor Fitzgerald & Co., and Ladenburg Thalmann & Co., Inc.
2 unchanged sentences
We did not sell any shares of our common stock under the 2019 Common Stock ATM Program during the year ended March 31, 2022.
−Removed: During the year ended March 31, 2021, we sold 155,560 shares of our common stock under the 2019 Common Stock ATM Program at a weighted-average gross price of $ 11.39 per share and raised approximately $ 1.8 million of gross proceeds.
−Removed: The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $ 11.17 and resulted in total net proceeds of approximately $ 1.7 million.
−Removed: These sales were above our then current NAV per share.
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER WEIGHTED-AVERAGE COMMON SHARE
15 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 our common stockholders during the calendar year ended December 31, 2022 was 61.2 % from ordinary income and 38.8 % from capital gains.
+Added: The tax characterization of cash distributions paid to our common stockholders during the calendar year ended December 31, 2023 was 53.2 % from ordinary income and 46.8 %
+Added: from capital gains.
The tax characterization of cash distributions paid to our common stockholders during the calendar year ended December 31, 2022 was 61.2 % from ordinary income and 38.8 % from capital gains .
10 unchanged sentences
July 11, 2023 August 23, 2023 August 31, 2023 0.080
+Added: July 11, 2023 September 7, 2023 September 15, 2023 0.120 (A)
July 11, 2023 September 21, 2023 September 29, 2023 0.080
October 10, 2023 October 20, 2023 October 31, 2023 0.080
+Added: October 10, 2023 November 7, 2023 November 17, 2023 0.120 (A)
October 10, 2023 November 20, 2023 November 30, 2023 0.080
3 unchanged sentences
January 9, 2024 February 21, 2024 February 29, 2024 0.080
−Removed: January 10, 2023 March 3, 2023 March 15, 2023 0.240 (A)
January 9, 2024 March 21, 2024 March 29, 2024 0.080
10 unchanged sentences
July 12, 2022 August 23, 2022 August 31, 2022 0.075
−Removed: July 13, 2021 September 3, 2021 September 15, 2021 0.030 (A)
July 12, 2022 September 22, 2022 September 30, 2022 0.075
4 unchanged sentences
January 10, 2023 January 20, 2023 January 31, 2023 0.080
−Removed: January 11, 2022 February 4, 2022 February 14, 2022 0.120 (A)
January 10, 2023 February 17, 2023 February 28, 2023 0.080
+Added: January 10, 2023 March 3, 2023 March 15, 2023 0.240 (A)
January 10, 2023 March 17, 2023 March 31, 2023 0.080
10 unchanged sentences
July 13, 2021 August 23, 2021 August 31, 2021 0.070
+Added: July 13, 2021 September 3, 2021 September 15, 2021 0.030 (A)
July 13, 2021 September 22, 2021 September 30, 2021 0.070
1 unchanged sentence
October 12, 2021 November 19, 2021 November 30, 2021 0.075
+Added: October 12, 2021 December 7, 2021 December 15, 2021 0.090 (A)
October 12, 2021 December 23, 2021 December 31, 2021 0.075
January 11, 2022 January 21, 2022 January 31, 2022 0.075
+Added: January 11, 2022 February 4, 2022 February 14, 2022 0.120 (A)
January 11, 2022 February 18, 2022 February 28, 2022 0.075
22 unchanged sentences
Undistributed capital gain
−Removed: 10,552 15,731
Other temporary differences
31 unchanged sentences
From time to time, we enter into arrangements relating to exits of certain investments whereby specific amounts of the proceeds are held in escrow to be used to satisfy potential obligations, as stipulated in the sales agreements.
−Removed: We record escrow amounts in Restricted cash and cash equivalents, if received in cash but subject to potential obligations or other contractual restrictions, or as escrow receivables in Other assets, net, if not yet received in cash, on our accompanying Consolidated Statements of Assets and Liabilities .
+Added: We record escrow amounts in Restricted cash and cash equivalents and Other liabilities, if received in cash but subject to potential obligations or other contractual restrictions, or as escrow receivables in Other assets, net, if not yet received in cash, on our accompanying Consolidated Statements of Assets and Liabilities .
We establish reserves and holdbacks against escrow amounts if we determine that it is probable and estimable that a portion of the escrow amounts will not ultimately be released or received at the end of the escrow period.
1 unchanged sentence
Financial Commitments and Obligations
−Removed: We may have line of credit and delayed draw term debt commitments to certain of our portfolio companies that have not been fully drawn.
−Removed: Since these line 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.
+Added: We may have line of credit commitments to certain of our portfolio companies that have not been fully drawn.
+Added: Since these line of credit commitments have expiration dates, and we expect many will never be fully drawn, the total line of credit commitment amounts do not necessarily represent future cash requirements.
We estimate the fair value of the combined unused line of credit commitments as of March 31, 2024 and 2023 to be insignificant.
We may also extend guaranties on behalf of our portfolio companies.
−Removed: As of March 31, 2023, there were no guaranties outstanding.
−Removed: As of March 31, 2022, the following guaranties were outstanding on behalf of two of our portfolio companies:
−Removed: • A $ 1.0 million continuing guaranty of a wholesale financing facility agreement (the “Floor Plan Facility”) between DLL Finance LLC (f/k/a Agricredit Acceptance, LLC) and CCE.
−Removed: The Floor Plan Facility provided CCE with financing to bridge the time and cash flow gap between the order and delivery of golf carts to customers.
−Removed: In conjunction with the term loan repayment by CCE in November 2022, the guaranty was released and terminated.
−Removed: • A $ 9.3 million guaranty that we extended in February 2022, on behalf of J.R.
−Removed: Hobbs, whereby we had guaranteed 50 % of their obligations with another lender, with a maximum amount of $ 9.3 million.
−Removed: In June 2022, the guaranty was released and terminated.
−Removed: As of March 31, 2023 and 2022, we have not been required to make any payments on these guaranties, or any guaranties that existed in previous periods, and we consider the credit risk to be remote and the fair value of the guaranty as of March 31, 2023 and 2022 to be not significant.
+Added: As of March 31, 2024 and 2023, there were no guaranties outstanding.
The following table summarizes the principal balances of unused line of credit and delayed draw term debt commitments and guaranties as of March 31, 2024 and 2023, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities :
As of March 31,
−Removed: Unused line of credit and delayed draw term debt commitments
+Added: Unused line of credit commitments
$ 2,394 $ 2,150
59 unchanged sentences
For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 9 — Distributions to Common Stockholders .
−Removed: (D) During the year ended March 31, 2020, the accretive effect is the result of issuing common shares at a price above the then current NAV per share.
+Added: (D) During the years ended March 31, 2024, 2023, and 2020, the accretive effect is the result of issuing common shares at a price above the then current NAV per share.
During the year ended March 31, 2018, 2016, and 2015, the net dilutive effect is the result of issuing common shares at a price below the then current NAV per share.
12 unchanged sentences
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)(2) of the SEC’s Regulation S-X as of or during at least one of the years ended March 31, 2023, 2022 and 2021.
+Added: We did not have any unconsolidated subsidiaries that met any of the significance conditions under Rule 1-02(w)(2) of the SEC’s Regulation S-X as of or during the years ended March 31, 2024, 2023 and 2022.
SUBSEQUENT EVENTS
Distributions and Dividends
−Removed: In April 2023, our Board of Directors declared the following monthly and supplemental cash distributions to common stockholders:
+Added: In April 2024, our Board of Directors declared the following monthly cash distributions to common stockholders:
Payment Date Distribution per Common Share
1 unchanged sentence
May 17, 2024 May 31, 2024 0.08
−Removed: June 5, 2023 June 15, 2023 0.12 (A)
June 19, 2024 June 28, 2024 0.08
Total for the Quarter:
−Removed: (A) Represents a supplemental distribution to common stockholders.
−Removed: Revolving Line of Credit
−Removed: On April 10, 2023, we, through Business Investment, entered into Amendment No.
−Removed: 7 to the Credit Facility to update the reference rate from LIBOR to Term SOFR plus an 11 basis point credit spread adjustment.
−Removed: Director Activity
−Removed: Terry Lee Brubaker resigned from our Board of Directors, effective April 14, 2023.
−Removed: Brubaker's resignation was not a result of any disagreement with the Company on any matters relating to the Company's operations, policies, or practices.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
1 unchanged sentence
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.