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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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GLADSTONE INVESTMENT CORPORATION | ||
| Date: May 8, 2024 | By: | /s/ RACHAEL EASTON |
|---|---|---|
| Rachael Easton | ||
| Chief Financial Officer and Treasurer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: May 8, 2024 | By: | /s/ DAVID GLADSTONE |
|---|---|---|
| David Gladstone | ||
| Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) | ||
| Date: May 8, 2024 | By: | /s/ RACHAEL EASTON |
| Rachael Easton | ||
| Chief Financial Officer and Treasurer (principal financial and accounting officer) | ||
| Date: May 8, 2024 | By: | /s/ ANTHONY W. PARKER |
| Anthony W. Parker | ||
| Director | ||
| Date: May 8, 2024 | By: | /s/ MICHELA A. ENGLISH |
| Michela A. English | ||
| Director | ||
| Date: May 8, 2024 | By: | /s/ PAUL ADELGREN |
| Paul Adelgren | ||
| Director | ||
| Date: May 8, 2024 | By: | /s/ JOHN H. OUTLAND |
| John H. Outland | ||
| Director | ||
| Date: May 8, 2024 | By: | /s/ WALTER H. WILKINSON, JR. |
| Walter H. Wilkinson, Jr. | ||
| Director | ||
| Date: May 8, 2024 | By: | /s/ PAULA NOVARA |
| Paula Novara | ||
| Director | ||
SCHEDULE 12-14
INVESTMENTS IN AND ADVANCES TO AFFILIATES
| Company and Investment(A)(B)(C)(D)(E) · Principal/Shares/Units(F)(G) · Net Realized Gain (Loss) for Period(P) · Amount of Investment Income(H) · Value as of March 31, 2023 · Gross Additions(I) · Gross Reductions(J) · Net Unrealized Appreciation (Depreciation) · Value as of March 31, 2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| AFFILIATE INVESTMENTS – 59.9% | |||||||||||||||
| Secured First Lien Debt – 30.0% | |||||||||||||||
| Diversified/Conglomerate Manufacturing – 0.0% | |||||||||||||||
| Edge Adhesives Holdings, Inc.(M) –Term Debt | $— | $— | $— | $4,255 | $— | $(4,342) | $87 | $— | |||||||
| Diversified/Conglomerate Services – 15.7% | |||||||||||||||
| ImageWorks Display and Marketing Group, Inc. – Term Debt (SOFR +11.0%, 16.3% Cash, Due 11/2025) | 22,000 | — | 4,526 | 22,000 | — | — | — | 22,000 | |||||||
| J.R. Hobbs Co. - Atlanta, LLC - Line of Credit, $0 available ( SOFR + 6.0%, 11.3% Cash, Due 6/2025)(K) | 5,000 | — | — | 2,744 | — | — | (62) | 2,682 | |||||||
| J.R. Hobbs Co. - Atlanta, LLC - Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (K) | 16,500 | — | — | 9,054 | — | — | (202) | 8,852 | |||||||
| J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+10.3%, 15.6% Cash, Due 6/2025) (K) | 26,000 | — | — | 14,268 | — | — | (319) | 13,949 | |||||||
| J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025) (K) | 2,438 | — | — | 1,338 | — | — | (30) | 1,308 | |||||||
| The Maids International, LLC – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025) | 28,560 | — | 4,567 | 28,560 | — | — | — | 28,560 | |||||||
| — | 9,093 | 77,964 | — | — | (613) | 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) | 43,000 | — | 8,694 | 40,500 | 2,500 | — | — | 43,000 | |||||||
| Mining, Steel, Iron and Non-Precious Metals Total – 3.7% | |||||||||||||||
| Utah Pacific Bridge & Steel, Ltd. (SOFR+10.0%, 15.3% Cash, Due 7/2026) | 18,250 | — | 2,826 | 18,250 | — | — | — | 18,250 | |||||||
| Company and Investment(A)(B)(C)(D)(E) · Principal/Shares/Units(F)(G) · Net Realized Gain (Loss) for Period(P) · Amount of Investment Income(H) · Value as of March 31, 2023 · Gross Additions(I) · Gross Reductions(J) · Net Unrealized Appreciation (Depreciation) · Value as of March 31, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Telecommunications – 1.9% | |||||||||||||||||||
| B+T Group Acquisition, Inc. – Line of Credit, $0 available (SOFR+2.0%, 7.3% Cash, Due 12/2026) | 3,080 | — | 273 | 2,800 | 280 | — | — | 3,080 | |||||||||||
| B+T Group Acquisition, Inc. – Line of Credit, $394 available (SOFR+2.0%, 7.3% Cash, Due 6/2025)(L) | 656 | 3 | 656 | — | — | 656 | |||||||||||||
| B+T Group Acquisition, Inc. – Term Debt (SOFR+2.0%, 7.3% Cash, Due 12/2026) | 14,000 | — | 1,348 | 14,000 | — | — | (8,734) | 5,266 | |||||||||||
| — | 1,624 | 16,800 | 936 | — | (8,734) | 9,002 | |||||||||||||
| Total Secured First Lien Debt | $— | $22,237 | $157,769 | $3,436 | $(4,342) | $(9,260) | $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)(M) | $26,618 | $— | $2,903 | $24,892 | $— | $— | $(4,529) | $20,363 | |||||||||||
| Diversified/Conglomerate Services – 5.1% | |||||||||||||||||||
| Nth Degree, Inc. – Term Debt (SOFR+8.5%, 13.8% Cash, Due 6/2029)(I) | 25,000 | — | 2,665 | — | 25,000 | — | — | 25,000 | |||||||||||
| Total Secured Second Lien Debt | $— | $5,568 | $24,892 | $25,000 | $— | $(4,529) | $45,363 | ||||||||||||
| Preferred Equity – 10.3% | |||||||||||||||||||
| Chemicals, Plastics, and Rubber – 0.0% | |||||||||||||||||||
| PSI Molded Plastics, Inc. – Preferred Stock | 158,598 | $— | $— | $— | $— | $— | $— | $— | |||||||||||
| Diversified/Conglomerate Manufacturing – 0.0% | |||||||||||||||||||
| Edge Adhesives Holdings, Inc. – Preferred Stock(M) | — | — | — | — | — | — | — | — | |||||||||||
| Diversified/Conglomerate Services – 1.6% | |||||||||||||||||||
| ImageWorks Display and Marketing Group, Inc. – Preferred Stock | 67,490 | — | — | 10,926 | — | — | (8,319) | 2,607 | |||||||||||
| J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock | 10,920 | — | — | — | — | — | — | — | |||||||||||
| The Maids International, LLC - Preferred Stock | 6,640 | — | — | 3,200 | — | — | 2,226 | 5,426 | |||||||||||
| — | — | 14,126 | — | — | (6,093) | 8,033 | |||||||||||||
| Home and Office Furnishings, Housewares, and Durable Consumer Products – 6.2% | |||||||||||||||||||
| Old World Christmas, Inc. – Preferred Stock | 6,180 | 273 | — | 33,990 | — | — | (3,352) | 30,638 | |||||||||||
| Company and Investment(A)(B)(C)(D)(E) · Principal/Shares/Units(F)(G) · Net Realized Gain (Loss) for Period(P) · Amount of Investment Income(H) · Value as of March 31, 2023 · Gross Additions(I) · Gross Reductions(J) · Net Unrealized Appreciation (Depreciation) · Value as of March 31, 2024 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Mining, Steel, Iron and Non-Precious Metals - 2.5% | ||||||||||||||||
| Utah Pacific Bridge & Steel, Ltd. - Preferred Stock | 6,000 | — | — | 7,748 | — | — | 4,539 | 12,287 | ||||||||
| Telecommunications – 0.0% | ||||||||||||||||
| B+T Group Acquisition, Inc. – Preferred Stock | 14,304 | — | — | 2,187 | — | — | (2,187) | — | ||||||||
| Total Preferred Equity | $273 | $— | $58,051 | $— | $— | $(7,093) | $50,958 | |||||||||
| Common Equity/Equivalents – 10.4% | ||||||||||||||||
| Diversified/Conglomerate Services - 10.4% | ||||||||||||||||
| Nth Degree Investment Group, LLC – Common Stock | 17,216,976 | $— | $— | $15,243 | $5,000 | $— | $31,199 | $51,442 | ||||||||
| Telecommunications - 0.0% | ||||||||||||||||
| B+T Group Acquisition, Inc. - Common Stock Warrants | 3.5% | — | — | — | — | — | — | — | ||||||||
| Total Common Equity/Equivalents | $— | $— | $15,243 | $5,000 | $— | $31,199 | $51,442 | |||||||||
| TOTAL AFFILIATE INVESTMENTS | $273 | $27,805 | $255,955 | $33,436 | $(4,342) | $10,317 | $295,366 | |||||||||
| CONTROL INVESTMENTS – 0.6% | ||||||||||||||||
| Secured First Lien Debt – 0.6% | ||||||||||||||||
| Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0% | ||||||||||||||||
| The Mountain Corporation – Line of Credit(N) | $— | $(4,550) | $— | $— | $— | $(4,550) | $4,550 | $— | ||||||||
| Diversified/Conglomerate Manufacturing – 0.6% | ||||||||||||||||
| Edge Adhesives Holdings, Inc. – Term Debt (SOFR+5.5%, 10.8% Cash, Due 8/2024)(K)(M) | $9,210 | $— | $— | $4,342 | $— | $(1,437) | $2,905 | |||||||||
| Total Secured Second Lien Debt | $(4,550) | $— | $— | $— | $4,342 | $(4,550) | $3,113 | $2,905 | ||||||||
| Secured Second Lien Debt – 0.0% | ||||||||||||||||
| Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0% | ||||||||||||||||
| The Mountain Corporation – Term Debt(N) | $— | $(3,200) | $— | $— | $— | $(3,200) | $3,200 | $— | ||||||||
| Total Secured Second Lien Debt | $(3,200) | $— | $— | $— | $(3,200) | $3,200 | $— | |||||||||
| Company and Investment(A)(B)(C)(D)(E) · Principal/Shares/Units(F)(G) · Net Realized Gain (Loss) for Period(P) · Amount of Investment Income(H) · Value as of March 31, 2023 · Gross Additions(I) · Gross Reductions(J) · Net Unrealized Appreciation (Depreciation) · Value as of March 31, 2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Preferred Equity – 0.0% | |||||||||||||||
| Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0% | |||||||||||||||
| The Mountain Corporation – Preferred Stock (N) | — | $(6,899) | $— | $— | $— | $(6,899) | $6,899 | $— | |||||||
| Diversified/Conglomerate Manufacturing – 0.0% | |||||||||||||||
| Edge Adhesives Holdings, Inc. – Preferred Stock(K) | 8,199 | — | — | — | — | — | — | — | |||||||
| Total Preferred Equity | $(6,899) | $— | $— | $— | $(6,899) | $6,899 | $— | ||||||||
| Common Equity/Equivalents – 0.0% | |||||||||||||||
| Leisure, Amusement, Motion Pictures, and Entertainment – 0.0% | |||||||||||||||
| Gladstone SOG Investments, Inc. - Common Stock(O) | — | $882 | $— | $713 | $— | $(620) | $(93) | $— | |||||||
| Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0% | |||||||||||||||
| The Mountain Corporation - Common Stock (N) | — | (1) | — | — | — | (1) | 1 | — | |||||||
| Total Common Equity/Equivalents | $881 | $— | $713 | $— | $(621) | $(92) | $— | ||||||||
| TOTAL CONTROL INVESTMENTS | $(13,768) | $— | $713 | $4,342 | $(15,270) | $13,120 | $2,905 | ||||||||
| TOTAL AFFILIATE AND CONTROL INVESTMENTS | $(13,495) | $27,805 | $256,668 | $37,778 | $(19,612) | $23,437 | $298,271 | ||||||||
(A)Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, together with certain non-control and non-affiliate investments, 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”) is considered a non-qualifying asset under Section 55 of the 1940 Act and represents less than 0.1% of total investments, at fair value.
(B)Common stock, warrants, options and, in some cases, preferred stock are generally non-income-producing and restricted.
(C)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.
(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 Accounting Standard Codification Topic 820, “Fair Value Measurements and Disclosures” 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)Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments as of March 31, 2024. Warrants are represented as a percentage of ownership, as applicable, as of March 31, 2024.
(H)Represents the total amount of interest, dividend, success fee, or other investment income credited to income for the portion of the year ending March 31, 2024 an investment was an affiliate investment or control investment and on accrual status, as appropriate.
(I)Gross additions include increases in investments resulting from new portfolio investments, the amortization of discounts and fees, and the exchange of one or more existing securities for one or more new securities during the year ended March 31, 2024.
(J)Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales, the amortization of premiums and acquisition costs, and the exchange of one or more existing securities for one or more new securities during the year ended March 31, 2024.
(K)Debt security is on non-accrual status as of March 31, 2024.
(L)New investment during the year ended March 31, 2024.
(M)Edge Adhesives Holdings, Inc.'s term debt and equity were transferred from Affiliate to Control investment during the year ended March 31, 2024.
(N)During the year ended March 31, 2024, we recognized a realized loss of $14.7 million upon the liquidation and dissolution of The Mountain. .
(O)During the year ended March 31, 2024, we received a $1.5 million escrow settlement in connection with our December 2021 exit of SOG Specialty Knives & Tools, LLC, which resulted in no remaining assets being held by Gladstone SOG Investments, Inc.
(P)Net realized gain (loss) excludes amounts related to portfolio companies no longer in the portfolio for the periods presented.
**Information related to the amount of equity in the net profit and loss for the period for the investments listed has not been included in this schedule. This information is not considered to be meaningful due to the complex capital structures of the portfolio companies, with different classes of equity securities outstanding with different preferences in liquidation. These investments are not consolidated, nor are they accounted for under the equity method of accounting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.