GLADSTONE CAPITAL CORP 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All statements contained herein, other than historical facts, may constitute “forward-looking statements.” These statements may relate to, among other things, our future operating results, our business prospects and the prospects of our portfolio companies, actual and potential conflicts of interest with Gladstone Management Corporation (the “Adviser”), our investment adviser, and its affiliates, the use of borrowed money to finance our investments, the adequacy of our financing sources and working capital, and our ability to co-invest, among other factors. In some cases, you can identify forward-looking statements by terminology such as “estimate,” “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “project,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely” or the negative or variations of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include: (1) changes in the economy and the capital markets, including stock price volatility, inflation, rising interest rates and risks of recession; (2) risks associated with negotiation and consummation of pending and future transactions; (3) the loss of one or more of our executive officers, in particular David Gladstone, Terry Lee Brubaker or Robert L. Marcotte; (4) changes in our investment objectives and strategy; (5) availability, terms (including the possibility of interest rate volatility) and deployment of capital; (6) changes in our industry, interest rates, exchange rates or the general economy; (7) our business prospects and the prospects of our portfolio companies; (8) the degree and nature of our competition; (9) changes in governmental regulation, tax rates and similar matters; (10) our ability to exit investments in a timely manner; (11) our ability to maintain our qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”); and (12) those factors described herein, including Item 1A. “Risk Factors,” and in the “Risk Factors” section of our Annual Report on Form 10-K (our “Annual Report”) for the fiscal year ended September 30, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 13, 2023. We caution readers not to place undue reliance on any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. We have based forward-looking statements on information available to us on the date of this report. Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC from time to time, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements contained in this Quarterly Report on Form 10-Q are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended. The following analysis of our financial condition and results of operations should be read in conjunction with our accompanying Consolidated Financial Statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report. Historical financial condition and results of operations and percentage relationships among any amounts in the financial statements are not necessarily indicative of financial condition or results of operations for any future periods. Except per share amounts, dollar amounts in the tables included herein are in thousands unless otherwise indicated. OVERVIEW General We were incorporated under the Maryland General Corporation Law on May 30, 2001. We operate as an externally managed, closed-end, non-diversified management investment company, and have elected to be treated as a BDC under the 1940 Act. In addition, for federal income tax purposes we have elected to be treated as a RIC under the Code. To continue to qualify as a RIC for federal income tax purposes and obtain favorable RIC tax treatment, we must meet certain requirements, including certain minimum distribution requirements. 44 Table of Contents We were established for the purpose of investing in debt and equity securities of established private businesses operating in the U.S. Our investment objectives are to: (1) achieve and grow current income by investing in debt securities of established lower middle market companies in the U.S. that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness and make distributions to stockholders that grow over time; and (2) provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities, in connection with our debt investments, that we believe can grow over time to permit us to sell our equity investments for capital gains. To achieve our investment objectives, our primary investment strategy is to invest in several categories of debt and equity securities, with each investment generally ranging from $8 million to $40 million, although investment size may vary, depending upon our total assets or available capital at the time of investment. We expect that our investment portfolio over time will consist of approximately 90.0% debt investments and 10.0% equity investments, at cost. As of June 30, 2024, our investment portfolio was made up of approximately 90.4% debt investments and 9.6% equity investments, at cost. We focus on investing in lower middle market companies (which we generally define as companies with annual earnings before interest, taxes, depreciation and amortization of $3 million to $25 million) in the U.S. that meet certain criteria, including the following: the sustainability of the business’ free cash flow and its ability to grow it over time, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the borrower, reasonable capitalization of the borrower, including an ample equity contribution or cushion based on prevailing enterprise valuation multiples and, to a lesser extent, the potential to realize appreciation and gain liquidity in our equity position, if any. We lend to borrowers that need funds for growth capital or to finance acquisitions or recapitalize or refinance their existing debt facilities. We seek to avoid investing in high-risk, early-stage enterprises. Our targeted portfolio companies are generally considered too small for the larger capital marketplace. We invest by ourselves or jointly with other funds and/or management of the portfolio company, depending on the opportunity. In July 2012, the SEC granted us an exemptive order (the “Co-Investment Order”) that expanded our ability to co-invest, under certain circumstances, with certain of our affiliates, including Gladstone Investment Corporation, a BDC also managed by the Adviser, and any future BDC or registered closed-end management investment company that is advised (or sub-advised if it controls the fund) by the Adviser, or any combination of the foregoing, subject to the conditions in the Co-Investment Order. Since 2012, we have opportunistically made several co-investments with Gladstone Investment Corporation pursuant to the Co-Investment Order. We believe the Co-Investment Order has enhanced and will continue to enhance our ability to further our investment objectives and strategies. If we are participating in an investment with one or more co-investors, our investment is likely to be smaller than if we were investing alone. We are externally managed by the Adviser, an investment adviser registered with the SEC and an affiliate of ours, pursuant to an investment advisory and management agreement. The Adviser manages our investment activities. We have also entered into an administration agreement with Gladstone Administration, LLC (the “Administrator”), an affiliate of ours and the Adviser, whereby we pay separately for administrative services. Additionally, Gladstone Securities, LLC (“Gladstone Securities”), a privately-held broker-dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation, which is 100% indirectly owned and controlled by Mr. Gladstone, our chairman and chief executive officer, has provided other services, such as investment banking and due diligence services, to certain of our portfolio companies, for which Gladstone Securities receives a fee. Business Portfolio and Investment Activity In general, our investments in debt securities have a term of no more than seven years, accrue interest at variable rates (generally based on one-month Term Secured Overnight Financing Rate (“SOFR”)) and, to a lesser extent, at fixed rates. We seek debt instruments that pay interest monthly or, at a minimum, quarterly, may have a success fee or deferred interest provision and are primarily interest only, with all principal and any accrued but unpaid interest due at maturity. Generally, success fees accrue at a set rate and are contractually due upon a change of control of a portfolio company, typically from an exit or sale. Some debt securities have deferred interest whereby some portion of the interest payment is added to the principal balance so that the interest is paid, together with the principal, at maturity. This form of deferred interest is often called paid-in-kind (“PIK”) interest. 45 Table of Contents Typically, our equity investments consist of common stock, preferred stock, limited liability company interests, or warrants to purchase the foregoing. Often, these equity investments occur in connection with our original investment, recapitalizing a business, or refinancing existing debt. During the nine months ended June 30, 2024, we invested $53.3 million in four new portfolio companies and extended $95.9 million in investments to existing portfolio companies. In addition, we received a total of $123.6 million in combined net proceeds and principal repayments from portfolio company exits and principal repayments by existing portfolio companies during the nine months ended June 30, 2024. Our overall portfolio consisted of 51 portfolio companies as of June 30, 2024 and increased by $31.0 million at cost since September 30, 2023. From our initial public offering in August 2001 through June 30, 2024, we have made 661 different loans to, or investments in, 277 companies for a total of approximately $2.8 billion, before giving effect to principal repayments on investments and divestitures. During the nine months ended June 30, 2024, the following significant transactions occurred: Proprietary Investments • In November 2023, we invested $ 11.0 million in Quality Environmental Midco, Inc. (“Quality”) through secured first lien debt and preferred equity. We also extended Quality a $ 2.0 million secured first lien line of credit commitment, which was unfunded at close. In February 2024, we invested an additional $ 5.0 million in Quality through new secured first lien debt and preferred equity and increased the secured first lien line of credit commitment to $ 3.0 million. • In November 2023, we extended Cafe Zupas, an existing portfolio company, a new $ 10.5 million secured first lien delayed draw term loan commitment, which was unfunded at close. We funded $ 1.4 million on the delayed draw term loan in December 2023. In addition, our existing term loan was paid down by $ 7.3 million. • In November 2023, our remaining investment in PIC 360, LLC was sold resulting in a net realized gain of $ 0.3 million. • In December 2023, we invested an additional $ 14.3 million in ALS Education, LLC, an existing portfolio company, through secured first lien debt. • In December 2023, we invested an additional $ 12.0 million in Leadpoint Business Services, LLC, an existing portfolio company, through secured first lien debt. • In December 2023, we invested an additional $ 7.0 million in Salt & Straw, LLC, an existing portfolio company, through preferred equity. We also increased our delayed draw term loan commitment to Salt & Straw, LLC by $ 2.9 million. • In February and March 2024, we invested a total of an additional $ 13.5 million in SpaceCo Holdings, LLC (“SpaceCo”), an existing portfolio company, through secured first lien debt. • In February 2024, we invested $ 15.0 million in Perimeter Solutions Group through secured second lien debt. • In March 2024, we received net cash proceeds of $ 8.4 million from the sale of Trowbridge Chicago, LLC (“Trowbridge”), an existing portfolio company. In conjunction with the sale, we received $ 0.2 million in prepayment fees and recorded a net realized gain of $ 0.2 million on our equity. We retain a secured first lien debt investment of $ 0.3 million in Trowbridge. • In April 2024, we invested $ 7.3 million in Total Access Elevator, LLC (“Total Access”) through secured first lien debt and common equity. We also extended Total Access a $ 3.0 million line of credit commitment and a $ 2.5 million delayed draw term loan commitment, both of which were unfunded at close. • In April 2024, our debt investment in Giving Home Healthcare, LLC (“Giving Home”) paid off at par for net cash proceeds of $ 29.7 million including a $ 0.9 million prepayment penalty. We also exercised our warrant position for common equity in Giving Home, which we continue to hold, and received a $ 2.5 million distribution associated with this investment. • In May 2024, our debt investment in Gray Matter Systems, LLC paid off at par for net cash proceeds of $ 14.0 million including a $ 0.2 million prepayment penalty. • In May 2024, our debt investment in Pansophic Learning, Ltd. (“Pansophic”) paid off at par for net cash proceeds of $ 33.0 million. • In May 2024, we invested $ 20.0 million in RPM Freight Systems, LLC (“RPM”) through secured second lien debt. We also extended RPM a $ 5.0 million delayed draw term loan commitment, which was unfunded at close. • In May 2024, our remaining shares in Funko Acquisition Holdings, LLC (“Funko”), representing an exit of our investment and a return of our equity cost basis of $ 21 thousand and a realized gain of $ 2 thousand. 46 Table of Contents • In June 2024, we invested an additional $ 7.4 million in Workforce QA, LLC, an existing portfolio company, through secured first lien debt. Syndicated Investments • In January 2024, our investment in CHA Holdings, Inc. paid off at par for net proceeds of $ 3.0 million. Capital Raising We have been able to meet our capital needs through extensions of and amendments to our line of credit with KeyBank National Association (“KeyBank”), as administrative agent, lead arranger and lender (as amended and/or restated from time to time, our “Credit Facility”), and by accessing the capital markets in the form of public equity offerings of common and preferred stock and public and private debt offerings. We have successfully extended the Credit Facility’s revolving period multiple times, most recently to October 2025, and currently have a total commitment amount of $268.7 million. In August 2023, we completed an offering of $57.0 million aggregate principal amount of 7.75 % Notes due 2028 (the “2028 Notes”). In November 2021, we completed a private placement of $50.0 million aggregate principal amount of the 2027 Notes. Refer to “Liquidity and Capital Resources — Revolving Line of Credit,” “Liquidity and Capital Resources — Equity — Common Stock,” and “Liquidity and Capital Resources — Notes Payable” for further discussion. Although we have been able to access the capital markets historically and in recent years, market conditions may affect the trading price of our capital stock and thus may inhibit our ability to finance new investments through the issuance of equity in the future. When our common stock trades below net asset value (“NAV”) per common share, our ability to issue equity is constrained by provisions of the 1940 Act, which generally prohibits the issuance and sale of our common stock below NAV per common share without first obtaining approval from our stockholders and our independent directors, other than through sales to our then-existing stockholders pursuant to a rights offering. On June 30, 2024, the closing market price of our common stock was $ 23.27 per share, a 15.3 % premium to our June 30, 2024 NAV per share of $ 20.18 . Regulatory Compliance Our ability to seek external debt financing, to the extent that it is available under current market conditions, is further subject to the asset coverage limitations of the 1940 Act, which require us to have an asset coverage (as defined in Sections 18 and 61 of the 1940 Act) of at least 150% on our “senior securities representing indebtedness” and our “senior securities that are stock.” On April 10, 2018, our Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) thereof, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act. As a result, the Company’s asset coverage requirements for senior securities changed from 200% to 150%, effective April 10, 2019. As of June 30, 2024, we had total senior securities outstanding of $333.3 million, and our asset coverage on our “senior securities representing indebtedness” was 234.6% and our asset coverage on our “senior securities that are stock” was 230.3%. Recent Developments Distributions On July 9, 2024, our Board of Directors declared the following monthly distributions to common and preferred stockholders: Record Date Payment Date Distribution per Common Share July 22, 2024 July 31, 2024 $ 0.165 August 21, 2024 August 30, 2024 0.165 September 20, 2024 September 30, 2024 0.165 Total for the Quarter: $ 0.495 47 Table of Contents Record Date Payment Date Distribution per Preferred Stock July 25, 2024 August 5, 2024 $ 0.130208 August 26, 2024 September 5, 2024 0.130208 September 25, 2024 October 4, 2024 0.130208 Total for the Quarter: $ 0.390624 Impact of Inflation We believe the effects of inflation on our historical results of operations and financial condition have not been significant. During the nine months ended June 30, 2024, general inflationary pressures and certain commodity price volatility have impacted our portfolio companies to varying degrees; however, the broad based impact of these pricing changes have largely been mitigated by price adjustments without adverse sales implications, and thus, have not materially impacted our portfolio companies’ ability to service their indebtedness, including our loans. Notwithstanding the results to date, the cumulative effect of these inflationary pressures may, in the future, impact the profit margins or sales of certain portfolio companies and their ability to service their debts. We continue to monitor the current inflationary environment to anticipate any impact on our portfolio companies, including their ability to pay interest on our loans. We cannot assure you that our results of operations and financial condition or that of our portfolio companies will not be materially impacted by inflation in the future. RESULTS OF OPERATIONS Comparison of the Three Months Ended June 30, 2024 to the Three Months Ended June 30, 2023 Three Months Ended June 30, 2024 2023 $ Change % Change INVESTMENT INCOME Interest income $ 23,199 $ 21,816 $ 1,383 6.3 % Success fee, dividend, and other income 2,490 1,007 1,483 147.3 Total investment income 25,689 22,823 2,866 12.6 EXPENSES Base management fee 3,459 3,106 353 11.4 Loan servicing fee 2,250 2,069 181 8.7 Incentive fee 3,076 2,919 157 5.4 Administration fee 477 417 60 14.4 Interest expense 5,509 5,553 (44) (0.8) Amortization of deferred financing costs 453 405 48 11.9 Other expenses 922 673 249 37.0 Expenses, before credits from Adviser 16,146 15,142 1,004 6.6 Credit to base management fee – loan servicing fee (2,250) (2,069) (181) 8.7 Credits to fees from Adviser – other (600) (1,926) 1,326 (68.8) Total expenses, net of credits 13,296 11,147 2,149 19.3 NET INVESTMENT INCOME 12,393 11,676 717 6.1 NET REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on investments 1,417 2,911 (1,494) (51.3) Net realized gain (loss) on other 1,898 44 1,854 NM Net unrealized appreciation (depreciation) of investments 3,436 (2,586) 6,022 NM Net unrealized depreciation of other — (161) 161 (100.0) Net gain (loss) from investments and other 6,751 208 6,543 NM PREFERRED STOCK DIVIDENDS 88 — 88 NM NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 19,056 $ 11,884 $ 7,172 60.4 % 48 Table of Contents NM - Not Meaningful Investment Income Interest income increased by 6.3% for the three months ended June 30, 2024, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the principal balance of our interest-bearing investment portfolio outstanding during the period multiplied by the weighted-average yield. The weighted average principal balance of our interest-bearing investment portfolio for the three months ended June 30, 2024 was $664.6 million, compared to $644.1 million for the three months ended June 30, 2023, an increase of $20.5 million, or 3.2%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which increased to 13.9% for the three months ended June 30, 2024, compared to 13.6% for the three months ended June 30, 2023, inclusive of any allowances on interest receivables made during those periods. The increase in the weighted average yield was driven mainly by increases in interest rates. As of June 30, 2024, certain of our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc,. and WB Xcel Holdings, LLC were on non-accrual status with a debt cost basis of $26.4 million, or 3.9% of the cost basis of all debt investments in our portfolio, and a fair value of $13.9 million, or 2.1% of the fair value of all debt investments in our portfolio. As of September 30, 2023, our loan to Edge Adhesives Holdings, Inc. was on non-accrual status with a debt cost basis of $6.1 million, or 0.9% of the cost basis of all debt investments in our portfolio, and a fair value of $2.9 million, or 0.5% of the fair value of all debt investments in our portfolio. Other income increased by 147.3% during the three months ended June 30, 2024, as compared to the prior year period, primarily due to increases in prepayment fees and dividend income. As of June 30, 2024 and September 30, 2023, no single investment represented greater than 10% of the total investment portfolio at fair value. Expenses Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $2.1 million, or 19.3%, for the three months ended June 30, 2024, as compared to the prior year period. This increase was primarily due to a $1.7 million increase in the net base management fee earned by the Adviser. Total interest expense on borrowings and notes payable decreased by $44 thousand, or 0.8%, during the three months ended June 30, 2024 driven by a shift in the composition of our debt outstanding. Interest expense on notes payable increased by $1.1 million period over period with the issuance of our 2028 Notes in August 2023. Interest expense on our Credit Facility decreased by $1.1 million due primarily to a decrease in the weighted average balance outstanding which was $76.8 million during the three months ended June 30, 2024, as compared to $154.3 million in the prior year period, a decrease of 50.2%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 10.5% during the three months ended June 30, 2024, compared to 8.2% during the prior year period. The increase in the effective interest rate was driven primarily by a $0.3 million increase in unused commitment fees during the three months ended June 30, 2024 as compared to the prior year period. The net base management fee earned by the Adviser increased by $1.7 million, or 142.3%, for the three months ended June 30, 2024, as compared to the prior year period, resulting from a decrease in credits to the base management fee from the Adviser for new deal origination fees and an increase in average total assets subject to the base management fee. 49 Table of Contents The base management, loan servicing and incentive fees, and associated non-contractual, unconditional and irrevocable credits, are computed quarterly, as described under “Transactions with the Adviser” in Note 4— Related Party Transactions of the Notes to Consolidated Financial Statements and are summarized in the following table: Three Months Ended June 30, 2024 2023 Average total assets subject to base management fee (A) $ 790,629 $ 709,943 Multiplied by prorated annual base management fee of 1.75% 0.4375 % 0.4375 % Base management fee (B) $ 3,459 $ 3,106 Portfolio company fee credit (575) (1,894) Syndicated loan fee credit (25) (32) Net Base Management Fee $ 2,859 $ 1,180 Loan servicing fee (B) 2,250 2,069 Credit to base management fee - loan servicing fee (B) (2,250) (2,069) Net Loan Servicing Fee $ — $ — Incentive fee (B) 3,076 2,919 Incentive fee credit — — Net Incentive Fee $ 3,076 $ 2,919 Portfolio company fee credit (575) (1,894) Syndicated loan fee credit (25) (32) Incentive fee credit — — Credits to Fees From Adviser - other (B) $ (600) $ (1,926) (A) Average total assets subject to the base management fee is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during the periods. (B) Reflected, on a gross basis, as a line item on our Consolidated Statements of Operations . Net Realized and Unrealized Gain (Loss) Net Realized Gain (Loss) on Investments For the three months ended June 30, 2024, we recorded a net realized gain on investments of $1.4 million, which resulted primarily from a $1.5 million realized gain recognized on our investment in Giving Home. For the three months ended June 30, 2023, we recorded a net realized gain on investments of $2.9 million, which resulted primarily from a $3.7 million realized gain recognized on our investment in PIC 360, LLC in June 2023, partially offset by a $0.8 million realized loss recognized on the exit of our investment in NetFortris Holdings LLC in June 2023. 50 Table of Contents Net Unrealized Appreciation (Depreciation) of Investments During the three months ended June 30, 2024, we recorded net unrealized appreciation of investments in the aggregate amount of $3.4 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2024 were as follows: Three Months Ended June 30, 2024 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation) Depreciation Net Gain (Loss) Antenna Research Associates, Inc. $ — $ 8,555 $ — $ 8,555 Lonestar EMS, LLC — 1,357 — 1,357 NeoGraf Solutions, LLC — 973 — 973 Tailwind Smith Cooper Intermediate Corporation — 792 — 792 Quality Environmental Midco, Inc. — 673 — 673 Sokol & Company Holdings, LLC — 514 — 514 Giving Home Health Care, LLC 1,465 (1,849) — (384) Technical Resource Management, LLC — (879) — (879) HH-Inspire Acquisition, Inc. — (943) — (943) Edge Adhesives Holdings, Inc. — (962) — (962) WB Xcel Holdings, LLC — (1,125) — (1,125) Engineering Manufacturing Technologies, LLC — (3,865) — (3,865) Other, net (<$500) (48) 282 (87) 147 Total: $ 1,417 $ 3,523 $ (87) $ 4,853 The primary driver of net unrealized appreciation of $3.4 million for the three months ended June 30, 2024 was the improvement in the financial and operational performance of Antenna Research Associates, Inc, partially offset by the decline in the financial and operational performance of Engineering Manufacturing Technologies, LLC. 51 Table of Contents During the three months ended June 30, 2023, we recorded net unrealized depreciation of investments in the aggregate amount of $2.6 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the three months ended June 30, 2023 were as follows: Three Months Ended June 30, 2023 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation) Depreciation Net Gain (Loss) FES Resources Holdings LLC $ — $ 2,718 $ — $ 2,718 Defiance Integrated Technologies, Inc. — 1,951 — 1,951 Giving Home Health Care, LLC — 1,443 — 1,443 Antenna Research Associates, Inc. — 1,414 — 1,414 Triple H Food Processors, LLC — 509 — 509 NetFortris Holdings LLC (789) — 526 (263) PIC 360, LLC 3,700 — (4,262) (562) Salvo Technologies, Inc. — (669) — (669) B+T Group Acquisition Inc. — (1,225) — (1,225) NeoGraf Solutions, LLC — (1,957) — (1,957) WB Xcel Holdings, LLC — (2,672) — (2,672) Other, net (<$500) — (242) (120) (362) Total: $ 2,911 $ 1,270 $ (3,856) $ 325 The primary driver of net unrealized depreciation of $2.6 million for the three months ended June 30, 2023 was the reversal of unrealized appreciation associated with our investment in PIC 360, LLC and the decline in the financial and operational performance of WB Xcel Holdings, LLC and NeoGraf Solutions, LLC, partially offset by the improvement in the financial and operational performance of FES Resources Holdings LLC and Defiance Integrated Technologies, Inc. Net Realized Gain on Other During the three months ended June 30, 2024 and June 30, 2023, we recorded a net realized gain on other of $1.9 million and $44 thousand, respectively. The current period gain resulted primarily from proceeds received associated with a legacy investment and the prior period gain was associated with escrows received. Net Unrealized Appreciation of Other During the three months ended June 30, 2023, we recorded $0.2 million of unrealized appreciation related to a change in the fair value of our Credit Facility. No such amounts were recorded during the three months ended June 30, 2024. 52 Table of Contents Comparison of the Nine Months Ended June 30, 2024 to the Nine Months Ended June 30, 2023 Nine Months Ended June 30, 2024 2023 $ Change % Change INVESTMENT INCOME Interest income $ 69,910 $ 59,761 $ 10,149 17.0 % Success fee, dividend, and other income 2,997 2,917 80 2.7 Total investment income 72,907 62,678 10,229 16.3 EXPENSES Base management fee 10,143 8,833 1,310 14.8 Loan servicing fee 6,638 5,866 772 13.2 Incentive fee 8,729 7,508 1,221 16.3 Administration fee 1,400 1,237 163 13.2 Interest expense 16,273 15,091 1,182 7.8 Amortization of deferred financing costs 1,323 1,164 159 13.7 Other expenses 2,563 1,894 669 35.3 Expenses, before credits from Adviser 47,069 41,593 5,476 13.2 Credit to base management fee – loan servicing fee (6,638) (5,866) (772) 13.2 Credits to fees from Adviser – other (2,628) (3,082) 454 (14.7) Total expenses, net of credits 37,803 32,645 5,158 15.8 NET INVESTMENT INCOME 35,104 30,033 5,071 16.9 NET REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on investments 1,895 12,633 (10,738) (85.0) Net realized gain (loss) on other 3,850 322 3,528 NM Net unrealized appreciation (depreciation) of investments 21,936 (13,420) 35,356 NM Net unrealized depreciation of other — — — NM Net gain (loss) from investments and other 27,681 (465) 28,146 NM PREFERRED STOCK DIVIDENDS 96 — 96 NM NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS $ 62,689 $ 29,568 $ 33,121 112.0 % NM - Not Meaningful Investment Income Interest income increased by 17.0% for the nine months ended June 30, 2024, as compared to the prior year period. The weighted average principal balance of our interest-bearing investment portfolio for the nine months ended June 30, 2024 was $667.5 million, compared to $612.5 million for the nine months ended June 30, 2023, an increase of $55.0 million, or 9.0%. The weighted average yield on our interest-bearing investments is based on the current stated interest rate on interest-bearing investments, which increased to 13.9% for the nine months ended June 30, 2024, compared to 13.0% for the nine months ended June 30, 2023, inclusive of any allowances on interest receivables made during those periods. The increase in the weighted average yield was driven mainly by increases in interest rates. As of June 30, 2024, certain of our loans to B+T Group Acquisition, Inc., Edge Adhesives Holdings, Inc. and WB Xcel Holdings, LLC were on non-accrual status with a debt cost basis of $26.4 million, or 3.9% of the cost basis of all debt investments in our portfolio, and a fair value of $13.9 million, or 2.1% of the fair value of all debt investments in our portfolio. As of September 30, 2023, our loan to Edge Adhesives Holdings, Inc. was on non-accrual status with a debt cost basis of $6.1 million, or 0.9% of the cost basis of all debt investments in our portfolio, and a fair value of $2.9 million, or 0.5% of the fair value of all debt investments in our portfolio. Other income increased by 2.7% during the nine months ended June 30, 2024, as compared to the prior year period, primarily due to an increase in prepayment fees, partially offset by decreases in dividend income and success fees. 53 Table of Contents Expenses Expenses, net of any non-contractual, unconditional and irrevocable credits to fees from the Adviser, increased $5.2 million, or 15.8%, for the nine months ended June 30, 2024, as compared to the prior year period. This increase was primarily due to a $1.9 million increase in the net base management fee earned by the Adviser, a $1.2 million increase in interest expense, and a $1.1 million increase in the net incentive fee earned by the Adviser. Total interest expense on borrowings and notes payable increased by $1.2 million, or 7.8%, during the nine months ended June 30, 2024 driven by a shift in the composition of our debt outstanding. Interest expense on notes payable increased by $3.3 million period over period with the issuance of our 2028 Notes in August 2023. Interest expense on our Credit Facility decreased by $2.1 million due primarily to a decrease in the weighted average balance outstanding which was $71.8 million during the nine months ended June 30, 2024, as compared to $136.4 million in the prior year period, a decrease of 47.4%. The effective interest rate on our Credit Facility, including unused commitment fees incurred, but excluding the impact of deferred financing costs, was 10.7% during the nine months ended June 30, 2024, compared to 7.7% during the prior year period. The increase in the effective interest rate was driven primarily by a $0.7 million increase in unused commitment fees during the nine months ended June 30, 2024 as compared to the prior year period. The net base management fee earned by the Adviser increased by $1.9 million, or 32.3%, for the nine months ended June 30, 2024, as compared to the prior year period, resulting from an increase in average total assets subject to the base management fee and a decrease in credits to the base management fee from the Adviser for new deal origination fees. The base management, loan servicing and incentive fees, and associated non-contractual, unconditional and irrevocable credits, are computed quarterly, as described under “Transactions with the Adviser” in Note 4— Related Party Transactions of the Notes to Consolidated Financial Statements and are summarized in the following table: Nine Months Ended June 30, 2024 2023 Average total assets subject to base management fee (A) $ 772,800 $ 672,990 Multiplied by prorated annual base management fee of 1.75% 1.3125 % 1.3125 % Base management fee (B) $ 10,143 $ 8,833 Portfolio company fee credit (2,451) (2,987) Syndicated loan fee credit (83) (95) Net Base Management Fee $ 7,609 $ 5,751 Loan servicing fee (B) 6,638 5,866 Credit to base management fee - loan servicing fee (B) (6,638) (5,866) Net Loan Servicing Fee $ — $ — Incentive fee (B) 8,729 7,508 Incentive fee credit (94) — Net Incentive Fee $ 8,635 $ 7,508 Portfolio company fee credit (2,451) (2,987) Syndicated loan fee credit (83) (95) Incentive fee credit (94) — Credits to Fees From Adviser - other (B) $ (2,628) $ (3,082) (A) Average total assets subject to the base management fee is defined as total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, valued at the end of the applicable quarters within the respective periods and adjusted appropriately for any share issuances or repurchases during the periods. (B) Reflected, on a gross basis, as a line item on our Consolidated Statements of Operations . Net Realized and Unrealized Gain (Loss) Net Realized Gain (Loss) on Investments For the nine months ended June 30, 2024, we recorded a net realized gain on investments of $1.9 million, which resulted primarily from a $1.5 million realized gain recognized on our investment in Giving Home, a $0.3 million realized gain 54 Table of Contents recognized on the sale of our investment in PIC 360, LLC, and a $0.2 million realized gain recognized on our investment in Trowbridge. For the nine months ended June 30, 2023, we recorded a net realized gain on investments of $12.6 million, which resulted primarily from a $5.9 million realized gain recognized on the sale of our investment in Targus Cayman HoldCo, Ltd. in October 2022, a $4.4 million realized gain recognized on our investment in Leeds Novamark Capital I, L.P. in November 2022, and a $3.7 million realized gain recognized on our investment in PIC 360, LLC in June 2023. Net Unrealized Appreciation (Depreciation) of Investments During the nine months ended June 30, 2024, we recorded net unrealized appreciation of investments in the aggregate amount of $21.9 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2024 were as follows: Nine Months Ended June 30, 2024 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation) Depreciation Net Gain (Loss) Antenna Research Associates, Inc. $ — $ 16,629 $ — $ 16,629 Lonestar EMS, LLC — 8,217 — 8,217 MCG Energy Solutions, LLC — 3,558 — 3,558 Salt & Straw, LLC — 3,132 — 3,132 Giving Home Health Care, LLC 1,465 (376) — 1,089 Café Zupas — 996 — 996 Encore Dredging Holdings, LLC — 856 — 856 TNCP Intermediate HoldCo, LLC — 856 — 856 8th Avenue Food & Provisions, Inc. — 800 — 800 Ohio Armor Holdings, LLC — 726 — 726 Tailwind Smith Cooper Intermediate Corporation — 683 — 683 Quality Environmental Midco, Inc. — 673 — 673 Viva Railings, L.L.C. — 653 — 653 Sokol & Company Holdings, LLC — 650 — 650 Leadpoint Business Services, LLC — 611 — 611 Canopy Safety Brands, LLC — 535 — 535 NeoGraf Solutions, LLC — 451 — 451 SpaceCo Holdings, LLC — 432 — 432 OCI, LLC — 405 — 405 Imperative Holdings Corporation — 374 — 374 Fix-It Group, LLC — 334 — 334 ALS Education, LLC — 317 — 317 DKI Ventures, LLC — (662) — (662) Technical Resource Management, LLC — (939) — (939) Engineering Manufacturing Technologies, LLC — (1,872) — (1,872) Edge Adhesives Holdings, Inc. — (1,920) — (1,920) B+T Group Acquisition Inc. — (2,368) — (2,368) HH-Inspire Acquisition, Inc. — (2,552) — (2,552) WB Xcel Holdings, LLC — (4,454) — (4,454) FES Resources Holdings LLC — (4,670) — (4,670) Other, net (<$500) 430 (37) (102) 291 Total: $ 1,895 $ 22,038 $ (102) $ 23,831 The primary driver of net unrealized appreciation of $21.9 million for the nine months ended June 30, 2024 was the improvement in the financial and operational performance of Antenna Research Associates, Inc. and Lonestar EMS, LLC, partially offset by the decline in the financial and operational performance of FES Resources Holdings LLC and WB Xcel Holdings, LLC. 55 Table of Contents During the nine months ended June 30, 2023, we recorded net unrealized depreciation of investments in the aggregate amount of $13.4 million. The net realized gain (loss) and unrealized appreciation (depreciation) across our investments for the nine months ended June 30, 2023 were as follows: Nine Months Ended June 30, 2023 Portfolio Company Realized Gain (Loss) Unrealized Appreciation (Depreciation) Reversal of Unrealized (Appreciation) Depreciation Net Gain (Loss) FES Resources Holdings LLC $ — $ 3,619 $ — $ 3,619 Giving Home Health Care, LLC — 2,324 — 2,324 HH-Inspire Acquisition, Inc. — 2,439 (200) 2,239 Antenna Research Associates, Inc. — 2,080 — 2,080 Encore Dredging Holdings, LLC — 1,508 — 1,508 Defiance Integrated Technologies, Inc. — 1,492 — 1,492 Imperative Holdings Corporation 510 327 — 837 Triple H Food Processors, LLC — 654 — 654 TNCP Intermediate HoldCo, LLC — 591 — 591 PIC 360, LLC 3,700 1,064 (4,262) 502 Targus Cayman HoldCo, Ltd. 5,916 — (5,916) — Circuitronics EMS Holdings LLC (921) — 921 — NetFortris Holdings LLC (789) (206) 526 (469) 8th Avenue Food & Provisions, Inc. — (574) — (574) Leeds Novamark Capital I, L.P. 4,406 37 (5,018) (575) DKI Ventures, LLC — (1,005) — (1,005) Salvo Technologies, Inc. — (1,131) — (1,131) NeoGraf Solutions, LLC — (1,957) — (1,957) Engineering Manufacturing Technologies, LLC — (2,590) — (2,590) B+T Group Acquisition Inc. — (3,643) — (3,643) WB Xcel Holdings, LLC — (4,546) — (4,546) Other, net (<$500) (189) (339) 385 (143) Total: $ 12,633 $ 144 $ (13,564) $ (787) The primary drivers of net unrealized depreciation of $13.4 million for the nine months ended June 30, 2023 were the reversal of unrealized appreciation associated with the exit of our investment in Targus Cayman HoldCo, Ltd., the reversal of unrealized appreciation associated with our investment in PIC 360, LLC, and the sale of underlying assets within Leeds Novamark Capital I, L.P. as well as the decrease in comparable transaction multiples used to estimate the fair value of certain of our other portfolio companies, and the decline in the financial and operational performance of certain of our other portfolio companies. Net Realized Gain (Loss) on Other During the nine months ended June 30, 2024 and June 30, 2023, we recorded a net realized gain on other of $3.9 million and $0.3 million, respectively. The current period gain resulted primarily from proceeds received associated with a legacy investment and the prior period gain was associated with escrows received. LIQUIDITY AND CAPITAL RESOURCES Operating Activities Our cash flows from operating activities are primarily generated from the interest payments on debt securities that we receive from our portfolio companies, as well as net proceeds received through repayments or sales of our investments. We utilize this cash primarily to fund new investments, make interest payments on our Credit Facility, make distributions to 56 Table of Contents our stockholders, pay management and administrative fees to the Adviser and Administrator, and for other operating expenses. Net cash provided by operating activities for the nine months ended June 30, 2024 was $8.9 million, as compared to net cash used in operating activities of $33.7 million for the nine months ended June 30, 2023. The change was primarily due to an increase in repayments and net proceeds from sales. Repayments and net proceeds from sales were $127.5 million during the nine months ended June 30, 2024 compared to $84.5 million during the nine months ended June 30, 2023. As of June 30, 2024, we had loans to, syndicated participations in or equity investments in 51 companies, with an aggregate cost basis of approximately $753.3 million. As of September 30, 2023, we had loans to, syndicated participations in or equity investments in 51 companies, with an aggregate cost basis of approximately $722.3 million. The following table summarizes our total portfolio investment activity during the nine months ended June 30, 2024 and 2023: Nine Months Ended June 30, 2024 2023 Beginning investment portfolio, at fair value $ 704,815 $ 649,615 New investments 53,250 103,916 Disbursements to existing portfolio companies 95,872 44,168 Scheduled principal repayments on investments (7,418) (5,787) Unscheduled principal repayments on investments (113,528) (60,413) Net proceeds from sale of investments (2,686) (17,974) Net unrealized appreciation (depreciation) of investments 22,038 144 Reversal of prior period depreciation (appreciation) of investments on realization (102) (13,564) Net realized gain (loss) on investments 1,895 12,633 Increase in investments due to PIK (A) 4,060 2,779 Net change in premiums, discounts and amortization (451) (193) Investment Portfolio, at Fair Value $ 757,745 $ 715,324 (A) PIK interest is a non-cash source of income and is calculated at the contractual rate stated in a loan agreement and added to the principal balance of a loan. The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of June 30, 2024: Amount For the remaining three months ending September 30: 2024 (A) $ 16,950 For the fiscal years ending September 30: 2025 16,478 2026 146,728 2027 227,661 2028 191,635 Thereafter 83,114 Total contractual repayments $ 682,566 Adjustments to cost basis of debt investments ( 1,704 ) Investments in equity securities 72,401 Investments held as of June 30, 2024 at cost: $ 753,263 (A) Includes debt investments with contractual principal amounts totaling $ 0.2 million for which the maturity date has passed as of June 30, 2024. 57 Table of Contents Financing Activities Net cash used in financing activities for the nine months ended June 30, 2024 was $9.1 million, which consisted primarily of $32.3 million in distributions to our common stockholders, partially offset by $18.0 million in net borrowings on our Credit Facility and $5.6 million in net proceeds from sales of our Series A Preferred Stock. Net cash provided by financing activities for the nine months ended June 30, 2023 was $33.4 million, which consisted primarily of $38.3 million in gross proceeds from the issuance of common stock under our equity distribution agreement with Jefferies LLC and $22.0 million in net borrowings on our Credit Facility, partially offset by $24.7 million in distributions to our common stockholders. Distributions to Stockholders Common Stock Distributions To qualify to be taxed as a RIC and thus avoid corporate level federal income tax on the income we distribute to our stockholders, we are required to distribute to our stockholders on an annual basis at least 90.0% of our Investment Company Taxable Income. Additionally, our Credit Facility has a covenant that generally restricts the amount of distributions to stockholders that we can pay out to be no greater than our aggregate net investment income, net capital gains and amounts elected to have been paid during the prior year in accordance with Section 855(a) of the Code. In accordance with these requirements, we paid monthly cash distributions that totaled $32.3 million and $24.7 million for the nine months ended June 30, 2024 and 2023, respectively. In July 2024, our Board of Directors declared a monthly distribution of $0.165 per common share for each of July, August and September 2024. The current dividend amount reflects the 1-for-2 reverse stock split completed on April 4, 2024. Refer to Note 2— Summary of Significant Accounting Policies in the notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding the 1-for-2 reverse stock split. Our Board of Directors declared these distributions to our stockholders based on our estimates of our Investment Company Taxable Income for the fiscal year ending September 30, 2024. For the fiscal year ended September 30, 2023, our current and accumulated earnings and profits exceeded common stock distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $5.0 million of the first common distributions paid to common stockholders in the subsequent fiscal year as having been paid in the prior year. The characterization of the common stockholder distributions declared and paid for the fiscal year ending September 30, 2024 will be determined at fiscal year end, based upon our investment company taxable income for the full fiscal year and distributions paid during the full fiscal year. Such a characterization made on a quarterly basis may not be representative of the actual full fiscal year characterization. Dividend Reinvestment Plan Our common stockholders who hold their shares through our transfer agent, Computershare, Inc. (“Computershare”), have the option to participate in a dividend reinvestment plan offered by Computershare, as the plan agent. This is an “opt in” dividend reinvestment plan, meaning that common stockholders may elect to have their cash distributions automatically reinvested in additional shares of our common stock. Common stockholders who do make such election will receive their distributions in cash. Common stockholders who receive distributions in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. The common stockholder will have an adjusted basis in the additional common shares purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day following the date on which the shares are credited to the common stockholder’s account. Computershare purchases shares in the open market in connection with the obligations under the plan. Preferred Stock Dividends Our Board of Directors declared and we paid monthly cash dividends of $0.130208 per share to holders of our Series A Preferred Stock for January through June 2024. In July 2024, our Board of Directors declared monthly cash dividends of 58 Table of Contents $0.130208 per share to holders of our Series A Preferred Stock for each of July, August and September 2024. Aggregate preferred stockholder dividends paid on our Series A Preferred Stock for the nine months ended June 30, 2024 were $ 96 thousand. There was no Series A Preferred Stock issued and outstanding prior to January 2024. Dividend payments to our preferred stockholders are included in preferred stock dividends on our Consolidated Statements of Operations . For federal income tax purposes, the dividends paid by us to preferred stockholders generally constitute ordinary income to the extent of our current and accumulated earnings and profits. Equity Registration Statement Our shelf registration statement on Form N-2 (File No. 333-275934) (the “2024 Registration Statement”), which was declared effective on January 17, 2024, permits us to issue, through one or more transactions, up to an aggregate of $ 700.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities and warrants to purchase common stock or preferred stock. As of June 30, 2024, we had the ability to issue up to $ 700.0 million in securities under the 2024 Registration Statement. Our shelf registration statement on Form N-2 (File No. 333-261398) (the “2021 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. As of June 30, 2024, we had the ability to issue up to an additional $ 144.8 million in securities under the 2021 Registration Statement. Refer to Note 6— Cumulative Redeemable Preferred Stock Offering of the notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding our 2021 Registration Statement. Common Stock We anticipate issuing equity securities to obtain additional capital in the future. However, we cannot determine the timing or terms of any future equity issuances or whether we will be able to issue equity on terms favorable to us, or at all. To the extent that our common stock trades at a market price below our NAV per share, we will generally be precluded from raising equity capital through public offerings of our common stock, other than pursuant to stockholder and independent director approval or a rights offering to existing common stockholders. On June 30, 2024, the closing market price of our common stock was $ 23.27 per share, a 15.3 % premium to our June 30, 2024 NAV per share of $ 20.18 . Revolving Credit Facility On May 13, 2021, we, through Business Loan, entered into a sixth amended and restated credit agreement with KeyBank as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto (the “Credit Facility”). As of June 30, 2024, our Credit Facility had a total commitment amount of $ 268.7 million with an “accordion” feature that permits us to increase the size of the facility to $ 350.0 million. The Credit Facility has a revolving period end date of October 31, 2025, and a final maturity date of October 31, 2027 (at which time all principal and interest will be due and payable if the Credit Facility is not extended by the revolving period end date). The interest rate margin is 3.00 % during the revolving period and 3.50 % thereafter (in each case plus a 10 basis point SOFR credit spread adjustment). On December 12, 2023, we, through Business Loan, entered into Amendment No. 5 to the Credit Facility to increase the commitment amount from $ 223.7 million to $ 233.7 million. On March 28, 2024, we, through Business Loan, entered into Amendment No. 6 to the Credit Facility to increase the commitment amount from $ 233.7 million to $ 243.7 million. On June 27, 2024, we, through Business Loan, entered into Amendment No. 7 to the Credit Facility to increase the commitment amount from $ 243.7 million to $ 268.7 million. Interest is payable monthly during the term of our Credit Facility. Available borrowings are subject to various constraints imposed under our Credit Facility, based on the aggregate loan balance pledged by Business Loan, which varies as loans are added and repaid, regardless of whether such repayments are prepayments or made as contractually required. Our 59 Table of Contents Credit Facility also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with KeyBank and with The Bank of New York Mellon Trust Company, N.A. as custodian. KeyBank, which also serves as the trustee of the account, generally remits the collected funds to us once a month. Our Credit Facility also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with KeyBank. KeyBank is also the trustee of the account and generally remits the collected funds to us once each month. Amounts collected in the lockbox account with KeyBank are presented as Due from administrative agent on the accompanying Consolidated Statement of Assets and Liabilities as of June 30, 2024 and September 30, 2023. Our Credit Facility contains covenants that require Business Loan to maintain its status as a separate legal entity, prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions), and restrict material changes to our credit and collection policies without the lenders’ consent. Our Credit Facility also generally limits distributions to our stockholders on a fiscal year basis to the sum of our net investment income, net capital gains and amounts elected to have been paid during the prior year in accordance with Section 855(a) of the Code. Business Loan is also subject to certain limitations on the type of loan investments it can apply as collateral towards the borrowing base to receive additional borrowing availability under our Credit Facility, including restrictions on geographic concentrations, sector concentrations, loan size, payment frequency and status, average life and lien property. Our Credit Facility further requires Business Loan to comply with other financial and operational covenants, which obligate Business Loan to, among other things, maintain certain financial ratios, including asset and interest coverage and a minimum number of 25 obligors required in the borrowing base. Additionally, we are required to maintain (i) a minimum net worth (defined in our Credit Facility to include any outstanding mandatorily redeemable preferred stock) of $ 325.0 million plus 50.0 % of all equity and subordinated debt raised after May 13, 2021 less 50 % of any equity and subordinated debt retired or redeemed after May 13, 2021, which equat es to $ 412.0 million as of June 30, 2024, (ii) asset coverage with respect to “senior securities representing indebtedness” of at least 150 % (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act), and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code. As of June 30, 2024, and as defined in our Credit Facility, we had a net worth of $ 691.8 million, asset coverage on our “senior securities representing indebtedness” of 234.6 %, calculated in accordance with the requirements of Section 18 and 61 of the 1940 Act, and an active status as a BDC and RIC. In addition, we had 34 obligors in our Credit Facility’s borrowing base as of June 30, 2024. As of June 30, 2024, we were in compliance with all of our Credit Facility covenants. Refer to Note 5— Borrowings of the notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding our Credit Facility. Notes Payable In August 2023, we completed an offering of $ 57.0 million aggregate principal amount of the “2028 Notes” for net proceeds of approximately $ 55.1 million after deducting underwriting discounts, commissions and offering expenses borne by us. The 2028 Notes are traded under the ticker symbol “GLADZ” on the Nasdaq Global Select Market. The 2028 Notes will mature on September 1, 2028 and may be redeemed in whole or in part at any time or from time to time at our option on or after September 1, 2025. The 2028 Notes bear interest at a rate of 7.75 % per year. Interest is payable quarterly on March 1, June 1, September 1, and December 1 of each year (which equates to approximately $ 4.4 million per year). In November 2021, we completed a private placement of $ 50.0 million aggregate principal amount of 3.75 % Notes due 2027 (the “2027 Notes”) for net proceeds of approximately $ 48.5 million after deducting initial purchasers’ costs, commissions and offering expenses borne by us. The 2027 Notes will mature on May 1, 2027 and may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole” premium, if applicable. The 2027 Notes bear interest at a rate of 3.75 % per year. Interest is payable semi-annually on May 1 and November 1 of each year (which equates to approximately $ 1.9 million per year). In April 2022, pursuant to the registration rights agreement we entered into in connection with the 2027 Notes, we conducted an exchange offer through which we offered to exchange all of our then outstanding 2027 Notes (the “Restricted Notes”) that were issued on November 4, 2021, for an equal aggregate principal amount of our new 3.75 % Notes due 2027 (the “Exchange Notes”) that had been registered with the SEC under the Securities Act of 1933, as amended. The terms of the Exchange Notes are identical to those of the Restricted Notes, except that the transfer restrictions and registration rights 60 Table of Contents relating to the Restricted Notes do not apply to the Exchange Notes, and the Exchange Notes do not provide for the payment of additional interest in the event of a registration default. In December 2020, we completed an offering of $ 100.0 million aggregate principal amount of 5.125 % Notes due 2026 (the “2026 Notes”) for net proceeds of approximately $ 97.7 million after deducting underwriting discounts, commissions and offering expenses borne by us. In March 2021, we completed an offering of an additional $ 50.0 million aggregate principal amount of the 2026 Notes for net proceeds of approximately $ 50.6 million after adding premiums and deducting underwriting costs, commissions and offering expenses borne by us. The 2026 Notes will mature on January 31, 2026 and may be redeemed in whole or in part at any time or from time to time at the Company’s option prior to maturity at par plus a “make-whole” premium, if applicable. The 2026 Notes bear interest at a rate of 5.125 % per year. Interest is payable semi-annually on January 31 and July 31 of each year (which equates to approximately $ 7.7 million per year). The indenture relating to the 2028 Notes, the 2027 Notes, and the 2026 Notes contains certain covenants, including (i) an inability to incur additional debt or issue additional debt or preferred securities unless the Company’s asset coverage meets the threshold specified in the 1940 Act after such borrowing, (ii) an inability to declare any dividend or distribution (except a dividend payable in our stock) on a class of our capital stock or to purchase shares of our capital stock unless the Company’s asset coverage meets the threshold specified in the 1940 Act at the time of (and giving effect to) such declaration or purchase, and (iii) if, at any time, we are not subject to the reporting requirements of the Exchange Act, we will provide the holders of the 2028 Notes, the 2027 Notes, and the 2026 Notes, as applicable, and the trustee with audited annual consolidated financial statements and unaudited interim consolidated financial statements. The 2028 Notes, 2027 Notes, and 2026 Notes are recorded at the principal amount, plus applicable premiums, less discounts and offering costs, on our Consolidated Statements of Assets and Liabilities. Off-Balance Sheet Arrangements We generally recognize success fee income when the payment has been received. As of June 30, 2024 and September 30, 2023, we had off-balance sheet success fee receivables on our accruing debt investments of $5.3 million and $4.0 million (or approximately $0.24 per common share and $0.18 per common share), respectively, that would be owed to us, generally upon a change of control of the portfolio companies. Consistent with GAAP, we generally have not recognized our success fee receivables and related income in our Consolidated Financial Statements until earned. Due to the contingent nature of our success fees, there are no guarantees that we will be able to collect all of these success fees or know the timing of such collections. Contractual Obligations We have lines of credit, delayed draw term loans, and an uncalled capital commitment with certain of our portfolio companies that have not been fully drawn. Since these commitments have expiration dates and we expect many will never be fully drawn, the total commitment amounts do not necessarily represent future cash requirements. We estimate the fair value of the combined unused lines of credit, the unused delayed draw term loans, and the uncalled capital commitment as of June 30, 2024 and September 30, 2023 to be immaterial. The following table shows our contractual obligations as of June 30, 2024, at cost: Payments Due by Period Contractual Obligations (A) Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total Credit Facility (B) $ — $ — $ 65,800 $ — $ 65,800 Notes Payable — 150,000 107,000 — 257,000 Interest expense on debt obligations (C) 20,340 29,788 9,461 — 59,589 Total $ 20,340 $ 179,788 $ 182,261 $ — $ 382,389 (A) Excludes our unused line of credit commitments, unused delayed draw term loans, and uncalled capital commitments to our portfolio companies in an aggregate amount of $53.3 million, at cost, as of June 30, 2024. (B) Principal balance of borrowings outstanding under our Credit Facility, based on the maturity date following the current contractual revolver period end date. (C) Includes estimated interest payments on our Credit Facility, 2028 Notes, 2027 Notes, and 2026 Notes. The amount of interest expense calculated for purposes of this table was based upon rates and balances as of June 30, 2024. 61 Table of Contents Critical Accounting Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported consolidated amounts of assets and liabilities, including disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ materially from those estimates under different assumptions or conditions. We have identified our investment valuation policy (which has been approved by our Board of Directors) as our most critical accounting policy, which is described in Note 2— Summary of Significant Accounting Policies in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Quarterly Report. Additionally, refer to Note 3— Investments in our accompanying Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information regarding fair value measurements and our application of Financial Accounting Standards Board Accounting Standards Codification Topic 820, “ Fair Value Measurements and Disclosures.” We have also identified our revenue recognition policy as a critical accounting policy, which is described in Note 2— Summary of Significant Accounting Policies in our accompanying Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report. Investment Valuation Credit Monitoring and Risk Rating The Adviser monitors a wide variety of key credit statistics that provide information regarding our portfolio companies to help us assess credit quality and portfolio performance and, in some instances, used as inputs in our valuation techniques. Generally, we, through the Adviser, participate in periodic board meetings of our portfolio companies in which we hold board seats and also require them to provide annual audited and monthly unaudited financial statements. Using these statements or comparable information and board discussions, the Adviser calculates and evaluates certain credit statistics. The Adviser risk rates all of our investments in debt securities. The Adviser does not risk rate our equity securities. For syndicated loans that have been rated by an SEC registered Nationally Recognized Statistical Rating Organization (“NRSRO”), the Adviser generally uses the average of two corporate level NRSRO’s risk ratings for such security. For all other debt securities, the Adviser uses a proprietary risk rating system. While the Adviser seeks to mirror the NRSRO systems, we cannot provide any assurance that the Adviser’s risk rating system will provide the same risk rating as an NRSRO would for these securities. The Adviser’s risk rating system is used to estimate the probability of default on debt securities and the expected loss if there is a default. The Adviser’s risk rating system uses a scale of 0 to >10, with >10 being the lowest probability of default. It is the Adviser’s understanding that most debt securities of medium-sized companies do not exceed the grade of BBB on an NRSRO scale, so there would be no debt securities in the middle market that would meet the definition of AAA, AA or A. Therefore, the Adviser’s scale begins with the designation >10 as the best risk rating which may be equivalent to a BBB from an NRSRO; however, no assurance can be given that a >10 on the Adviser’s scale is equal to a BBB or Baa2 on an NRSRO scale. The Adviser’s risk rating system covers both qualitative and quantitative aspects of the business and the securities we hold. The following table reflects risk ratings for all proprietary loans in our portfolio as of June 30, 2024 and September 30, 2023, representing approximately 98.7% and 98.2%, respectively, of the principal balance of all debt investments in our portfolio at the end of each period: Rating As of June 30, 2024 As of September 30, 2023 Highest 10.0 10.0 Average 7.5 7.1 Weighted Average 7.7 7.5 Lowest 3.0 3.0 62 Table of Contents The following table reflects the risk ratings for all syndicated loans in our portfolio that were rated by an NRSRO as of June 30, 2024 and September 30, 2023, representing approximately 1.3% and 1.3%, respectively, of the principal balance of all debt investments in our portfolio at the end of each period: Rating As of June 30, 2024 As of September 30, 2023 Highest 5.0 5.0 Average 3.5 3.5 Weighted Average 4.2 4.2 Lowest 3.0 3.0 The following table reflects the risk ratings for all syndicated loans in our portfolio that were not rated by an NRSRO as of September 30, 2023, representing approximately 0.5% of the principal balance of all debt investments in our portfolio at the end of the period: Rating As of September 30, 2023 Highest 5.0 Average 5.0 Weighted Average 5.0 Lowest 5.0 There were no syndicated loans in our portfolio that were not rated by an NRSRO as of June 30, 2024. Tax Status We intend to continue to maintain our qualification as a RIC under Subchapter M of the Code for federal income tax purposes. As a RIC, we generally are not subject to federal income tax on the portion of our taxable income and gains distributed to our stockholders. To maintain our qualification as a RIC, we must maintain our status as a BDC and meet certain source-of-income and asset diversification requirements. In addition, in order to qualify to be taxed as a RIC, we must distribute to stockholders at least 90% of our Investment Company Taxable Income, determined without regard to the dividends paid deduction. Our policy generally is to make distributions to our stockholders in an amount up to 100% of our Investment Company Taxable Income. We may retain some or all of our net long-term capital gains, if any, and designate them as deemed distributions, or distribute such gains to stockholders in cash. To avoid a 4% federal excise tax on undistributed amounts of income, we must distribute to stockholders, during each calendar year, an amount at least equal to the sum of: (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending on October 31 of the calendar year, and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years. Under the RIC Modernization Act, we are permitted to carryforward any capital losses that we may incur for an unlimited period, and such capital loss carryforwards will retain their character as either short-term or long-term capital losses. Recent Accounting Pronouncements Refer to Note 2 — Summary of Significant Accounting Policies in the notes to our accompanying Consolidated Financial Statements included elsewhere in this Quarterly Report for a description of recent accounting pronouncements, if any.