GLADSTONE INVESTMENT CORPORATIONDE
For the period ended Mar 31, 2024. Filed May 8, 2024.
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FY2024 · Filed May 8, 2024
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Consolidated Statements of Cash Flows for the years ended
(IN THOUSANDS)
| Year Ended March 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| 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 investments | 28,000 | 52,300 | 51,398 |
| Net proceeds from the sale and recapitalization of investments | 52,228 | 35,533 | 50,018 |
| 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 other | 29 | (29) | — |
| Amortization of premiums, discounts, and acquisition costs, net | — | (12) | (18) |
| Amortization of deferred financing costs and discounts | 2,305 | 1,802 | 1,803 |
| Bad debt expense, net of recoveries | 1 | 362 | 792 |
| Changes in assets and liabilities: | |||
| (Increase) decrease in interest receivable | (4,589) | 4 | (131) |
| Decrease (increase) in due from administrative agent | 472 | 2,507 | (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 payable | 1,156 | 119 | 1,599 |
| Increase (decrease) in fees due to Adviser(A) | 12,375 | (435) | 13,588 |
| Increase in fee due to Administrator(A) | 11 | 89 | 50 |
| Increase in other liabilities | 485 | 442 | 45 |
| Net cash (used in) provided by operating activities | (69,938) | (4,504) | 36,599 |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issuance of common stock | 44,508 | 5,492 | — |
| Discounts, commissions, and offering costs for issuance of common stock | (609) | (77) | — |
| Proceeds from line of credit | 242,300 | 102,500 | 111,700 |
| Repayments on line of credit | (210,500) | (67,300) | (134,100) |
| Proceeds from issuance of notes payable | 74,750 | — | 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 activities | 69,910 | (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 YEAR | 3,248 | 14,495 | 2,398 |
| 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) | 2,750 | 2,750 | 2,750 | ||
| Phoenix Door Systems, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 9/2026)(J) | 3,200 | 3,200 | 2,817 | ||
| 5,950 | 5,567 | ||||
| Diversified/Conglomerate Services – 16.8% | |||||
| Horizon Facilities Services, Inc. – Term Debt (SOFR+7.5%, 12.8% Cash, Due 6/2026)(J) | 57,700 | 57,700 | 57,700 | ||
| Mason West, LLC – Term Debt (SOFR+10.0%, 15.3% Cash, Due 7/2025)(J) | 25,250 | 25,250 | 25,250 | ||
| 82,950 | 82,950 | ||||
| Healthcare, Education, and Childcare – 4.1% | |||||
| Educators Resource, Inc. – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025) (J) | 20,000 | 20,000 | 20,000 | ||
| 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) | 17,700 | 17,700 | 17,700 | ||
| Brunswick Bowling Products, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 1/2026)(J) | 6,850 | 6,850 | 6,850 | ||
| Ginsey Home Solutions, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 11/2025)(J) | 12,200 | 12,200 | 12,200 | ||
| 36,750 | 36,750 | ||||
| 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) | 4,000 | 4,000 | 4,000 | ||
| Nocturne Luxury Villas, Inc. – Term Debt (SOFR+10.5%, 14.5% Cash, Due 6/2026)(J)(P) | 61,100 | 61,100 | 61,100 | ||
| 65,100 | 65,100 | ||||
| Leisure, Amusement, Motion Pictures, and Entertainment – 5.7% | |||||
| Schylling, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 5/2025)(J) | 27,981 | 27,981 | 27,981 | ||
| 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) | 1,000 | 1,000 | 1,000 | ||
| The E3 Company, LLC – Term Debt (SOFR+9.0%, 14.3%Cash, Due 9/2028)(J) | 33,750 | 33,750 | 33,750 | ||
| 34,750 | 34,750 | ||||
| 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) | 1,000 | 1,000 | 1,000 | ||
| Home Concepts Acquisition, Inc. – Term Debt (SOFR+9.0%, 14.3% Cash, Due 5/2028)(J) | 12,000 | 12,000 | 12,000 | ||
| 13,000 | 13,000 | ||||
| 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) | 18,796 | 18,796 | 18,796 | ||
| 25,696 | 25,696 | ||||
| Cargo Transport – 2.6% | |||||
| Diligent Delivery Systems – Term Debt (SOFR+9.0%, 14.3% Cash, Due 9/2024)(Q) | 13,000 | 13,000 | 13,000 | ||
| 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) | 54,644 | 54,644 | 54,644 | ||
| 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) | 11,206 | 11,206 | 19,759 | ||
| 11,206 | 19,759 | ||||
| Healthcare, Education, and Childcare – 6.0% | |||||
| Educators Resource, Inc. – Preferred Stock(C)(J) | 8,560 | 8,560 | 29,638 | ||
| Home and Office Furnishings, Housewares, and Durable Consumer Products – 10.1% | |||||
| Brunswick Bowling Products, Inc. – Preferred Stock(C)(J) | 6,653 | 6,653 | 48,759 | ||
| Ginsey Home Solutions, Inc. – Preferred Stock(C)(J) | 19,280 | 9,583 | 891 | ||
| 16,236 | 49,650 | ||||
| Hotels, Motels, Inns, and Gaming – 2.5% | |||||
| Nocturne Luxury Villas, Inc. – Preferred Stock (C)(J) | 6,600 | 6,600 | 12,266 | ||
| Leisure, Amusement, Motion Pictures, and Entertainment – 2.3% | |||||
| Schylling, Inc. – Preferred Stock(C)(J) | 4,000 | 4,000 | 11,369 | ||
| Oil and Gas – 3.3% | |||||
| The E3 Company, LLC – Preferred Stock(C)(J) | 11,233 | 11,233 | 16,421 | ||
| Printing and Publishing - 0.3% | |||||
| Home Concepts Acquisition, Inc. – Preferred Stock(C)(J) | 3,275 | 3,275 | 1,238 | ||
| 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% | 500 | 500 | ||
| Diversified/Conglomerate Manufacturing – 0.0% | |||||
| Phoenix Door Systems, Inc. – Common Stock(C)(J) | 4,221 | 1,830 | — | ||
| Home and Office Furnishings, Housewares, and Durable Consumer Products – 0.0% | |||||
| Ginsey Home Solutions, Inc. – Common Stock(C)(J) | 63,747 | 8 | — | ||
| Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 7.7% | |||||
| SFEG Holdings, Inc. – Common Stock(C)(J) | 18,721 | 30,746 | 38,137 | ||
| Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0% | |||||
| Funko Acquisition Holdings, LLC(K) – Common Units(C)(O) | 4,239 | 21 | 18 | ||
| 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) | 5,000 | 5,000 | 2,682 | ||
| J.R. Hobbs Co. - Atlanta, LLC - Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (G)(J) | 16,500 | 16,500 | 8,852 | ||
| J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+10.3%, 15.6% Cash, Due 6/2025) (G)(J) | 26,000 | 26,000 | 13,949 | ||
| J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (G)(J) | 2,438 | 2,438 | 1,308 | ||
| The Maids International, LLC – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025)(J) | 28,560 | 28,560 | 28,560 | ||
| 100,498 | 77,351 | ||||
| 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) | 43,000 | 43,000 | 43,000 | ||
| 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) | 18,250 | 18,250 | 18,250 | ||
| Telecommunications – 1.9% | |||||
| B+T Group Acquisition, Inc.(K) – Line of Credit, $0 available (SOFR+2.0%, 7.3% Cash, Due 12/2026)(J) | 3,080 | 3,080 | 3,080 | ||
| B+T Group Acquisition, Inc.(K) – Line of Credit, $394 available (SOFR+2.0%, 7.3% Cash, Due 6/2025)(J) | 656 | 656 | 656 | ||
| B+T Group Acquisition, Inc.(K) – Term Debt (SOFR+2.0%, 7.3% Cash, Due 12/2026)(J) | 14,000 | 14,000 | 5,266 | ||
| 17,736 | 9,002 | ||||
| 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) | 25,000 | 25,000 | 25,000 | ||
| 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) | 67,490 | 6,749 | 2,607 | ||
| J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock(C)(J) | 10,920 | 10,920 | — | ||
| The Maids International, LLC – Preferred Stock(C)(J) | 6,640 | 6,640 | 5,426 | ||
| 24,309 | 8,033 | ||||
| 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) | 6,000 | 6,000 | 12,287 | ||
| Telecommunications – 0.0% | |||||
| B+T Group Acquisition, Inc.(K) – Preferred Stock(C)(J) | 14,304 | 4,722 | — | ||
| 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.