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GLADSTONE INVESTMENT CORPORATIONDE

For the period ended Mar 31, 2024. Filed May 8, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed May 8, 2024

GAIN$15.01-0.5%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Consolidated Statements of Cash Flows for the years ended

(IN THOUSANDS)

Year Ended March 31,
202420232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations$85,305$35,547$102,316
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) provided by operating activities:
Purchase of investments(183,924)(133,756)(92,738)
Principal repayments of investments28,00052,30051,398
Net proceeds from the sale and recapitalization of investments52,22835,53350,018
Net realized gain on investments(30,256)(10,753)(14,442)
Net realized loss on other——1,998
Net unrealized (appreciation) depreciation of investments(33,301)12,235(74,882)
Net unrealized appreciation (depreciation) of other29(29)—
Amortization of premiums, discounts, and acquisition costs, net—(12)(18)
Amortization of deferred financing costs and discounts2,3051,8021,803
Bad debt expense, net of recoveries1362792
Changes in assets and liabilities:
(Increase) decrease in interest receivable(4,589)4(131)
Decrease (increase) in due from administrative agent4722,507(5,242)
(Increase) decrease in other assets, net(181)(446)209
(Decrease) increase in accounts payable and accrued expenses(54)(13)236
Increase in interest payable1,1561191,599
Increase (decrease) in fees due to Adviser(A)12,375(435)13,588
Increase in fee due to Administrator(A)118950
Increase in other liabilities48544245
Net cash (used in) provided by operating activities(69,938)(4,504)36,599
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock44,5085,492—
Discounts, commissions, and offering costs for issuance of common stock(609)(77)—
Proceeds from line of credit242,300102,500111,700
Repayments on line of credit(210,500)(67,300)(134,100)
Proceeds from issuance of notes payable74,750—134,550
Redemption of mandatorily redeemable preferred stock——(94,371)
Deferred financing and offering costs(4,478)(308)(3,431)
Distributions paid to common stockholders(76,061)(47,050)(38,850)
Net cash provided by (used in) by financing activities69,910(6,743)(24,502)
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS(28)(11,247)12,097
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF YEAR3,24814,4952,398
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, END OF YEAR$3,220$3,248$14,495
CASH PAID FOR INTEREST$21,978$14,103$9,837

Supplemental disclosures of non-cash operating activities:

For the year ended March 31, 2024:

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.

For the year ended March 31, 2023:

In August 2022, in conjunction with a refinancing at Ginsey Home Solutions, Inc. ("Ginsey"), there was a $5.1 million payment made by Ginsey to extinguish our secured borrowing liability. Refer to Note 3 - Investments and Note 5 - Borrowings for further discussion.

In December 2022, we replaced our previously outstanding secured second lien term loan and 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.

For the year ended March 31, 2022:

In March 2022, we replaced our previously outstanding first lien term loan to J.R. Hobbs Co. - 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.

Company and Investment(A)(B)(D)(E) · Principal/Shares/ Units(F)(H) · Cost · Fair Value
NON-CONTROL/NON-AFFILIATE INVESTMENTS(L) –126.3%
Secured First Lien Debt – 65.9%
Buildings and Real Estate Total – 7.8%
Dema/Mai Holdings, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 7/2027)(J)$38,250$38,250$38,250
Diversified/Conglomerate Manufacturing – 1.1%
Phoenix Door Systems, Inc. – Line of Credit, $0 available (SOFR+7.0%, 12.3% Cash (0.3% Unused Fee), Due 9/2026)(J)2,7502,7502,750
Phoenix Door Systems, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 9/2026)(J)3,2003,2002,817
5,9505,567
Diversified/Conglomerate Services – 16.8%
Horizon Facilities Services, Inc. – Term Debt (SOFR+7.5%, 12.8% Cash, Due 6/2026)(J)57,70057,70057,700
Mason West, LLC – Term Debt (SOFR+10.0%, 15.3% Cash, Due 7/2025)(J)25,25025,25025,250
82,95082,950
Healthcare, Education, and Childcare – 4.1%
Educators Resource, Inc. – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025) (J)20,00020,00020,000
Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.5%
Brunswick Bowling Products, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 1/2026)(J)17,70017,70017,700
Brunswick Bowling Products, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 1/2026)(J)6,8506,8506,850
Ginsey Home Solutions, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 11/2025)(J)12,20012,20012,200
36,75036,750
Hotels, Motels, Inns, and Gaming Total – 13.2%
Nocturne Luxury Villas, Inc. – Line of Credit, $0 available (SOFR+8.0%, 13.3% Cash, Due 6/2025)(J)4,0004,0004,000
Nocturne Luxury Villas, Inc. – Term Debt (SOFR+10.5%, 14.5% Cash, Due 6/2026)(J)(P)61,10061,10061,100
65,10065,100
Leisure, Amusement, Motion Pictures, and Entertainment – 5.7%
Schylling, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 5/2025)(J)27,98127,98127,981
Oil and Gas – 7.1%
The E3 Company, LLC – Line of Credit, $1,000 available (SOFR+5.5%, 10.8% Cash, Due 2/2025)(J)1,0001,0001,000
The E3 Company, LLC – Term Debt (SOFR+9.0%, 14.3%Cash, Due 9/2028)(J)33,75033,75033,750
34,75034,750
Printing and Publishing – 2.6%
Home Concepts Acquisition, Inc. – Line of Credit, $1,000 available (SOFR+6.0%, 11.3% Cash, Due 11/2024)(J)1,0001,0001,000
Home Concepts Acquisition, Inc. – Term Debt (SOFR+9.0%, 14.3% Cash, Due 5/2028)(J)12,00012,00012,000
13,00013,000
Total Secured First Lien Debt$324,731$324,348
Secured Second Lien Debt – 18.9%
Aerospace and Defense – 5.2%
Galaxy Technologies Holdings, Inc. – Term Debt (SOFR+4.1%, 9.4% Cash, Due 10/2026)(J)$6,900$6,900$6,900
Galaxy Technologies Holdings, Inc. – Term Debt (SOFR+7.0%, 12.3% Cash, Due 10/2026)(J)18,79618,79618,796
25,69625,696
Cargo Transport – 2.6%
Diligent Delivery Systems – Term Debt (SOFR+9.0%, 14.3% Cash, Due 9/2024)(Q)13,00013,00013,000
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 11.1%
SFEG Holdings, Inc. – Term Debt (SOFR+7.0%, 12.5% Cash, Due 10/2028)(J)54,64454,64454,644
Total Secured Second Lien Debt$93,340$93,340
Company and Investment(A)(B)(D)(E) · Principal/Shares/ Units(F)(H) · Cost · Fair Value
Preferred Equity – 33.0%
Buildings and Real Estate – 4.5%
Dema/Mai Holdings, Inc. – Preferred Equity(C)(J)21,000$21,000$22,181
Diversified/Conglomerate Services – 4.0%
Horizon Facilities Services, Inc. – Preferred Stock(C)(J)10,080——
Mason West, LLC – Preferred Stock(C)(J)11,20611,20619,759
11,20619,759
Healthcare, Education, and Childcare – 6.0%
Educators Resource, Inc. – Preferred Stock(C)(J)8,5608,56029,638
Home and Office Furnishings, Housewares, and Durable Consumer Products – 10.1%
Brunswick Bowling Products, Inc. – Preferred Stock(C)(J)6,6536,65348,759
Ginsey Home Solutions, Inc. – Preferred Stock(C)(J)19,2809,583891
16,23649,650
Hotels, Motels, Inns, and Gaming – 2.5%
Nocturne Luxury Villas, Inc. – Preferred Stock (C)(J)6,6006,60012,266
Leisure, Amusement, Motion Pictures, and Entertainment – 2.3%
Schylling, Inc. – Preferred Stock(C)(J)4,0004,00011,369
Oil and Gas – 3.3%
The E3 Company, LLC – Preferred Stock(C)(J)11,23311,23316,421
Printing and Publishing - 0.3%
Home Concepts Acquisition, Inc. – Preferred Stock(C)(J)3,2753,2751,238
Total Preferred Equity$82,110$162,522
Common Equity/Equivalents – 8.5%
Aerospace and Defense – 0.7%
Galaxy Technologies Holdings, Inc. – Common Stock(C)(J)16,957$11,513$3,368
Cargo Transport – 0.1%
Diligent Delivery Systems – Common Stock Warrants(C)(Q)8%500500
Diversified/Conglomerate Manufacturing – 0.0%
Phoenix Door Systems, Inc. – Common Stock(C)(J)4,2211,830—
Home and Office Furnishings, Housewares, and Durable Consumer Products – 0.0%
Ginsey Home Solutions, Inc. – Common Stock(C)(J)63,7478—
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 7.7%
SFEG Holdings, Inc. – Common Stock(C)(J)18,72130,74638,137
Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%
Funko Acquisition Holdings, LLC(K) – Common Units(C)(O)4,2392118
Total Common Equity/Equivalents$44,618$42,023
Total Non-Control/Non-Affiliate Investments$544,799$622,233
Company and Investment(A)(B)(D)(E) · Principal/Shares/ Units(F)(H) · Cost · Fair Value
AFFILIATE INVESTMENTS(M) – 59.9%
Secured First Lien Debt – 30.0%
Diversified/Conglomerate Services – 15.7%
ImageWorks Display and Marketing Group, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 11/2025)(J)$22,000$22,000$22,000
J.R. Hobbs Co. - Atlanta, LLC – Line of Credit, $0 available (SOFR+6.0%, 11.3%, Cash, Due 6/2025)(G)(J)5,0005,0002,682
J.R. Hobbs Co. - Atlanta, LLC - Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (G)(J)16,50016,5008,852
J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+10.3%, 15.6% Cash, Due 6/2025) (G)(J)26,00026,00013,949
J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (G)(J)2,4382,4381,308
The Maids International, LLC – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025)(J)28,56028,56028,560
100,49877,351
Home and Office Furnishings, Housewares, and Durable Consumer Products – 8.7%
Old World Christmas, Inc. – Term Debt (SOFR+9.5%, 14.8% Cash, Due 12/2025)(J)43,00043,00043,000
Mining, Steel, Iron and Non-Precious Metals Total – 3.7%
Utah Pacific Bridge & Steel, Ltd. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 7/2026)(J)18,25018,25018,250
Telecommunications – 1.9%
B+T Group Acquisition, Inc.(K) – Line of Credit, $0 available (SOFR+2.0%, 7.3% Cash, Due 12/2026)(J)3,0803,0803,080
B+T Group Acquisition, Inc.(K) – Line of Credit, $394 available (SOFR+2.0%, 7.3% Cash, Due 6/2025)(J)656656656
B+T Group Acquisition, Inc.(K) – Term Debt (SOFR+2.0%, 7.3% Cash, Due 12/2026)(J)14,00014,0005,266
17,7369,002
Total Secured First Lien Debt$179,484$147,603
Secured Second Lien Debt – 9.2%
Chemicals, Plastics, and Rubber – 4.1%
PSI Molded Plastics, Inc. – Term Debt (SOFR+5.5%, 10.8% Cash, Due 1/2026)(J)$26,618$26,618$20,363
Diversified/Conglomerate Services – 5.1%
Nth Degree, Inc. – Term Debt (SOFR+8.5%, 13.8% Cash, Due 6/2029)(I)25,00025,00025,000
Total Secured Second Lien Debt$51,618$45,363
Preferred Equity – 10.3%
Chemicals, Plastics, and Rubber – 0.0%
PSI Molded Plastics, Inc. – Preferred Stock(C)(J)158,598$19,730$—
Diversified/Conglomerate Services – 1.6%
ImageWorks Display and Marketing Group, Inc. – Preferred Stock(C)(J)67,4906,7492,607
J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock(C)(J)10,92010,920—
The Maids International, LLC – Preferred Stock(C)(J)6,6406,6405,426
24,3098,033
Home and Office Furnishings, Housewares, and Durable Consumer Products – 6.2%
Old World Christmas, Inc. – Preferred Stock(C)(J)6,180—30,638
Mining, Steel, Iron and Non-Precious Metals – 2.5%
Utah Pacific Bridge & Steel, Ltd. – Preferred Stock(C)(J)6,0006,00012,287
Telecommunications – 0.0%
B+T Group Acquisition, Inc.(K) – Preferred Stock(C)(J)14,3044,722—
Total Preferred Equity$54,761$50,958
Company and Investment(A)(B)(D)(E) · Principal/Shares/ Units(F)(H) · Cost · Fair Value
Common Equity/Equivalents – 10.4%
Diversified/Conglomerate Services – 10.4%
Nth Degree Investment Group, LLC – Common Stock(C)(J)17,216,976$6,219$51,442
Telecommunications – 0.0%
B+T Group Acquisition, Inc.(K) – Common Stock Warrants(C)(J)3.5%——
Total Common Equity/Equivalents$6,219$51,442
Total Affiliate Investments$292,082$295,366
CONTROL INVESTMENTS(N) – 0.6%
Secured First Lien Debt – 0.6%
Diversified/Conglomerate Manufacturing – 0.6%
Edge Adhesives Holdings, Inc.(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
Preferred Equity – 0.0%
Diversified/Conglomerate Manufacturing – 0.0%
Edge Adhesives Holdings, Inc.(K) – Preferred Stock(C)(J)8,199$8,199$—
Total Preferred Equity$8,199$—
Total Control Investments$17,409$2,905
TOTAL INVESTMENTS – 186.8%(R)$854,290$920,504

(A)Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, totaling $717.3 million at fair value, are pledged as collateral to our revolving line of credit, as described further in Note 5—Borrowings in the accompanying Notes to Consolidated Financial Statements. Additionally, under Section 55 of the Investment Company Act of 1940, as amended (the "1940 Act"), we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. As of March 31, 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.

(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. The cash interest rate is the greater of the floor or reference rate plus a spread. Due dates represent the contractual maturity date.

(C)Security is non-income producing.

(D)Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of March 31, 2024.

(E)Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") fair value hierarchy. Refer to Note 3—Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

(F)Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.

(G)Debt security is on non-accrual status.

(H)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.

(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.

(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.

(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.

(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.

(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.

(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.

(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. upon meeting certain requirements. Fair value was based on the closing market price of shares of Funko, Inc. as of the reporting date, less a discount for lack of marketability. Funko, Inc. is traded on the Nasdaq Global Select Market under the trading symbol “FNKO.” Refer to Note 3—Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

(P)Debt security is subject to an interest rate ceiling.

(Q)Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to occur imminently.

(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. Cumulative net unrealized appreciation is $64.7 million, based on a tax cost of $855.8 million.

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