Skip to main content

GLADSTONE INVESTMENT CORPORATIONDE

For the period ended Sep 30, 2024. Filed Nov 7, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 7, 2024

GAIN$15.09+1.5%Stored close · as of Nov 9, 2026

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

See the whole filing, with its images and exhibits

Item 2. Results of Operations

RESULTS OF OPERATIONS

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

For the Three Months Ended September 30,
20242023$ Change% Change
INVESTMENT INCOME
Interest income$20,996$20,277$7193.5%
Dividend and success fee income1,569—1,569NM
Total investment income22,56520,2772,28811.3%
EXPENSES
Base management fee4,4474,3411062.4%
Loan servicing fee2,1942,325(131)(5.6)%
Incentive fee2,23211,540(9,308)(80.7)%
Administration fee56733423369.8%
Interest expense6,3996,1042954.8%
Amortization of deferred financing costs and discounts629574559.6%
Other1,6691,16350643.5%
Expenses before credits from Adviser18,13726,381(8,244)(31.2)%
Credits to fees from Adviser(2,863)(4,374)1,511(34.5)%
Total expenses, net of credits to fees15,27422,007(6,733)(30.6)%
NET INVESTMENT INCOME (LOSS)7,291(1,730)9,021NM
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain42,30328942,014NM
Net unrealized (depreciation) appreciation(34,112)48,797(82,909)NM
Net realized and unrealized gain8,19149,086(40,895)(83.3)%
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$15,482$47,356$(31,874)(67.3)%
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING
Basic and diluted36,688,66733,817,2142,871,4538.5%
BASIC AND DILUTED PER COMMON SHARE:
Net investment income (loss)$0.20$(0.05)$0.25NM
Net increase in net assets resulting from operations$0.42$1.40$(0.98)(70.0)%

NM - Not meaningful

Investment Income

Total investment income increased $2.3 million, or 11.3%, for the three months ended September 30, 2024, as compared to the prior year period, primarily due to an increase in dividend and success fee income and an increase in interest income.

Interest income from our investments in debt securities increased $0.7 million, or 3.5%, for the three months ended September 30, 2024, as compared to the prior year period. Generally, the level of interest income from investments is directly related to the weighted-average 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 during the three months ended September 30, 2024 was $572.8 million, compared to $543.8 million for the prior year period. This increase was primarily due to the $84.2 million of follow-on debt investments in existing portfolio companies and the origination of $34.8 million of new debt investments after June 30, 2023, partially offset by $56.0 million of pay-offs, restructurings, or write-offs of debt investments and $30.8 million of loans placed on non-accrual status after June 30, 2023, and their respective impact on the weighted-average principal balance when considering timing of new investments, pay-offs, restructurings, write-offs, and accrual status changes, as applicable.

The weighted-average yield on our interest-bearing investments, excluding cash and cash equivalents and receipts recorded as dividend and success fee income, was 14.5% for the three months ended September 30, 2024, compared to 14.6% for the prior year period. The weighted-average yield may vary from period to period, based on the current stated interest rate on interest-bearing investments, coupled with any collection of past due interest during the period.

As of September 30, 2024, our loans to B+T Group Acquisition, Inc. ("B+T"), Diligent Delivery Systems ("Diligent"), Edge Adhesives Holdings, Inc. ("Edge"), and J.R. Hobbs Co. – Atlanta, LLC ("J.R. Hobbs") were on non-accrual status, with an aggregate debt cost basis of $90.0 million. As of September 30, 2023, our loans to Edge, J.R. Hobbs and The Mountain Corporation were on non-accrual status, with an aggregate debt cost basis of $66.9 million.

As of September 30, 2024, Nocturne represented 11.6% and SFEG Holdings, Inc.("SFEG") 10.8% of the total investment portfolio at fair value. As of March 31, 2024, SFEG represented 10.1% of the total investment portfolio at fair value.

Dividend and success fee income for the three months ended September 30, 2024 increased $1.6 million, from the prior year period. During the three months ended September 30, 2024, dividend and success fee income consisted of $1.4 million of dividend income and $0.2 million of success fee income. During the three months ended September 30, 2023, there was no dividend or success fee income.

Expenses

Total expenses, net of any non-contractual, unconditional, and irrevocable credits from the Adviser, decreased $6.7 million, or 30.6%, during the three months ended September 30, 2024, as compared to the prior year period, primarily due to a decrease in incentive fees, partially offset by a decrease in fee credits from the Adviser and an increase in other expense, interest expense, and administration fee expense.

In accordance with GAAP, during the three months ended September 30, 2024, we recorded a $1.6 million capital gains-based incentive fee compared to $9.8 million during the three months ended September 30, 2023. The capital gains-based incentive fee is a result of the net impact of net realized gains and net unrealized appreciation (depreciation) on investments during the respective periods. The income-based incentive fee decreased by $1.1 million, for the three months ended September 30, 2024, as compared to the prior year period, primarily due to an increase in net assets, which drives the hurdle rate and a decrease in pre-incentive fee net investment income.

The base management fee, loan servicing fee, incentive fee, and their related non-contractual, unconditional, and irrevocable credits are computed quarterly, as described under“Transactions with the Adviser”in Note 4 —Related Party Transactions in the accompanying Notes to Consolidated Financial Statements and are summarized in the following table:

Three Months Ended September 30,
20242023
Average total assets subject to base management fee(A)$889,400$868,200
Multiplied by prorated annual base management fee of 2.0%0.5%0.5%
Base management fee(B)$4,447$4,341
Credits to fees from Adviser - other(B)(669)(2,049)
Net base management fee$3,778$2,292
Loan servicing fee(B)$2,194$2,325
Credits to base management fee - loan servicing fee(B)(2,194)(2,325)
Net loan servicing fee$—$—
Incentive fee – income-based$594$1,733
Incentive fee – capital gains-based(C)1,6389,807
Total incentive fee(B)$2,232$11,540
Credits to fees from Adviser - other(B)——
Net total incentive fee$2,232$11,540

(A)Average total assets subject to the base management fee is defined in the Advisory Agreement 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 as a line item on our Consolidated Statements of Operations.

Interest expense increased $0.3 million, or 4.8%, during the three months ended September 30, 2024, as compared to the prior year period, primarily due to increased borrowings on the Credit Facility and an increase in the effective interest rate. The weighted-average balance outstanding under the Credit Facility during the three months ended September 30, 2024 was $60.8 million, compared to $50.4 million in the prior year period. The effective interest rate on the Credit Facility, excluding the impact of deferred financing costs, during the three months ended September 30, 2024 was 11.0%, as compared to 10.9% in the prior year period. The increase in the effective interest rate on the Credit Facility was primarily a result of higher interest rates during the three months ended September 30, 2024.

Other expenses increased $0.5 million, or 43.5%, during the three months ended September 30, 2024, as compared to the prior year period, due to an increase in bad debt expense, professional fees and tax expense.

Realized and Unrealized Gain (Loss)

The realized gains (losses) and unrealized appreciation (depreciation) across our investments for the three months ended September 30, 2024 and 2023 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Nocturne Luxury Villas, Inc.$—$6,707$—$6,707
Nth Degree Investment Group, LLC42,284—(38,028)4,256
ImageWorks Display and Marketing Group, Inc.—3,269—3,269
Old World Christmas, Inc.—3,203—3,203
Galaxy Technologies Holding, Inc.—2,754—2,754
Schylling, Inc.—2,566—2,566
The E3 Company, LLC—2,561—2,561
The Maids International, LLC—1,434—1,434
J.R. Hobbs Co. - Atlanta, LLC—1,150—1,150
Phoenix Doors Systems, Inc.—1,095—1,095
Edge Adhesives Holdings, Inc.—(892)—(892)
UPB Acquisition, Inc.—(981)—(981)
Ginsey Home Solutions, Inc.—(1,090)—(1,090)
Brunswick Bowling Products, Inc.—(2,321)—(2,321)
B+T Group Acquisition, Inc—(2,839)—(2,839)
Horizon Facilities Service, Inc.—(11,752)—(11,752)
Other, net (<$1.0 million, net)19(948)—(929)
Total$42,303$3,916$(38,028)$8,191
Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Counsel Press, Inc.$—$21,667$—$21,667
Educators Resources, Inc.—9,542—9,542
Mason West, LLC—8,745—8,745
Brunswick Bowling Products, Inc.—5,713—5,713
Nth Degree Investment Group, LLC—5,626—5,626
SFEG Holdings, Inc.—3,450—3,450
The Maids International, LLC—1,801—1,801
Utah Pacific Bridge & Steel, Ltd.—1,213—1,213
Dema/Mai Holdings, Inc.—(1,126)—(1,126)
ImageWorks Display and Marketing Group, Inc.—(1,392)—(1,392)
Schylling, Inc.—(1,439)—(1,439)
PSI Molded Plastics, Inc.—(1,797)—(1,797)
B+T Group Acquisition, Inc.—(3,108)—(3,108)
Other, net (<$1.0 million, net)289(150)—139
Total$289$48,745$—$49,034

Net Realized Gain (Loss)

During the three months ended September 30, 2024, we recorded net realized gains on investments of $42.3 million, primarily due to the realized gain from the exit of Nth Degree Investment Group, Inc. During the three months ended September 30, 2023, we recorded net realized gains on investments of $0.3 million related to a recapitalization of Old World Christmas, Inc. ("Old World").

Net Unrealized Appreciation (Depreciation)

Net unrealized depreciation of investments of $34.1 million for the three months ended September 30, 2024 was primarily due to the reversal of unrealized appreciation of Nth Degree upon exit, and a decrease in the performance of certain of our portfolio companies. These decreases were partially offset by an increase in transaction multiples used to estimate the fair value of certain of our portfolio companies and increased performance of certain of our other portfolio companies.

Net unrealized appreciation of investments of $48.7 million for the three months ended September 30, 2023 was primarily due to increased performance of certain of our portfolio companies and an increase in transaction multiples used to estimate the fair value of certain of our portfolio companies, in addition to increased fair value as a result of expected payoff amounts for certain investments. These increases were partially offset by decreased performance of certain of our other portfolio companies.

Across our entire investment portfolio, we recorded net unrealized depreciation of$19.4 million on ourequity positions and net unrealized depreciation of $14.7 million on our debt positionsfor thethree months ended September 30, 2024. As of September 30, 2024, the fair value of our investment portfolio was more than the cost basis by $13.2 million, as compared to June 30, 2024, when the fair value of our investment portfolio was more than the cost basis by $47.3 million, representing net unrealized depreciation of$34.1 million for thethree months ended September 30, 2024. Our entire portfolio had a fair value of 101.6% of cost as of September 30, 2024.

Comparison of the Six Months Ended September 30, 2024 to the Six Months Ended September 30, 2023

For the Six Months Ended September 30,
20242023$ Change% Change
INVESTMENT INCOME
Interest income$41,621$38,670$2,9517.6%
Dividend and success fee income3,1221,9071,21563.7%
Total investment income44,74340,5774,16610.3%
EXPENSES
Base management fee9,0658,2727939.6%
Loan servicing fee4,4164,497(81)(1.8)%
Incentive fee(1,556)13,734(15,290)NM
Administration fee1,07385621725.4%
Interest expense12,87911,0781,80116.3%
Amortization of deferred financing costs and discounts1,2601,11914112.6%
Other3,6132,1321,48169.5%
Expenses before credits from Adviser30,75041,688(10,938)(26.2)%
Credits to fees from Adviser(5,712)(7,821)2,109(27.0)%
Total expenses, net of credits to fees25,03833,867(8,829)(26.1)%
NET INVESTMENT INCOME19,7056,71012,995193.7%
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain42,3051,44440,861NM
Net unrealized (depreciation) appreciation(53,054)47,988(101,042)NM
Net realized and unrealized (loss) gain(10,749)49,432(60,181)NM
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$8,956$56,142$(47,186)(84.0)%
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING
Basic and diluted36,688,66733,704,9762,983,6918.85%
BASIC AND DILUTED PER COMMON SHARE:
Net investment income$0.54$0.20$0.34170.0%
Net increase in net assets resulting from operations$0.24$1.67$(1.43)(85.6)%

NM = Not Meaningful

Investment Income

Total investment income increased $4.2 million, or 10.3%, for the six months ended September 30, 2024, as compared to the prior year period, primarily due to an increase in interest income, and dividend and success fee income.

Interest income from our investments in debt securities increased $3.0 million, or 7.6%, for the six months ended September 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 during the six months ended September 30, 2024 was $578.1 million, compared to $519.7 million for the prior year period. This increase was primarily due to $110.9 million of follow-on debt investments in existing portfolio companies, the origination of $85.8 million of new debt investments, partially offset by $56.0 million of pay-offs, restructurings, or write-offs of debt investments and $30.8 million of loans placed on non-accrual status after March 31, 2023, and their respective impact on the weighted-average principal balance when considering timing of new investments, pay-offs, restructurings, write-offs, and accrual status changes, as applicable.

The weighted-average yield on our interest-bearing investments, excluding cash and cash equivalents and receipts recorded as dividend and success fee income, was 14.4% for the six months ended September 30, 2024, compared to 14.6% for the prior year period. The weighted-average yield may vary from period to period, based on the current stated interest rate on interest-bearing investments, coupled with any collection of past due interest during the period. During the six months ended September 30, 2024 and 2023, we had no collections of past due interest.

As of September 30, 2024, our loans to B+T, Diligent, Edge, and J.R. Hobbs were on non-accrual status, with an aggregate debt cost basis of $90.0 million. As of September 30, 2023, our loans to Edge, J.R. Hobbs and The Mountain were also on non-accrual status, with an aggregate debt cost basis of $66.9 million.

As of September 30, 2024, Nocturne represented 11.6%, and SFEG represented 10.8% of the total investment portfolio at fair value. As of March 31, 2024, SFEG represented 10.1% of the total investment portfolio at fair value.

Dividend and success fee income for the six months ended September 30, 2024 increased $1.2 million, or 63.7% from the prior year period. During the six months ended September 30, 2024, dividend and success fee income consisted of $1.7 million of success fee income and $1.4 million of dividend income. During the six months ended September 30, 2023, dividend and success fee income consisted of $1.9 million of dividend income.

Expenses

Total expenses, net of any non-contractual, unconditional, and irrevocable credits from the Adviser, decreased $8.8 million, or 26.1%, during the six months ended September 30, 2024, as compared to the prior year period, primarily due to a decrease in incentive fees, partially offset by a decrease in fee credits from the Adviser and an increase in interest expense, other expense, and base management fee.

In accordance with GAAP, we recorded a $2.2 million reversal of previously accrued capital gains-based incentive fee during the six months ended September 30, 2024, compared to a $9.9 million capital gains-based incentive fee recorded during the six months ended September 30, 2023. The capital gains-based incentive fee was a result of the net impact of net realized gains and net unrealized appreciation (depreciation) on investments during the respective periods. The income-based incentive fee decreased by $3.3 million for the six months ended September 30, 2024, as compared to the prior year period, primarily due to an increase in net assets, which drives the hurdle rate, and a decrease in pre-incentive fee net investment income.

The base management fee, loan servicing fee, incentive fee, and their related non-contractual, unconditional, and irrevocable credits are computed quarterly, as described under“Transactions with the Adviser”in Note 4 —Related Party Transactions in the accompanying Notes to Consolidated Financial Statements and are summarized in the following table:

Six Months Ended September 30,
20242023
Average total assets subject to base management fee(A)$906,500$827,200
Multiplied by prorated annual base management fee of 2.0%1.0%1.0%
Base management fee(B)$9,065$8,272
Credits to fees from Adviser - other(B)(1,296)(3,324)
Net base management fee$7,769$4,948
Loan servicing fee(B)$4,416$4,497
Credits to base management fee - loan servicing fee(B)(4,416)(4,497)
Net loan servicing fee$—$—
Incentive fee – income-based$594$3,860
Incentive fee – capital gains-based(C)(2,150)9,874
Total incentive fee(B)$(1,556)$13,734
Credits to fees from Adviser - other(B)——
Net total incentive fee$(1,556)$13,734

(A)Average total assets subject to the base management fee is defined in the Advisory Agreement 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 as a line item on our Consolidated Statements of Operations.

Interest expense increased $1.8 million, or 16.3%, during the six months ended September 30, 2024, as compared to the prior year period, primarily due to interest expense related to the 8.00% 2028 Notes issued in May 2023 and increased borrowings on the Credit Facility, partially offset by a decrease in the effective interest rate. The weighted-average balance outstanding on the Credit Facility during the six months ended September 30, 2024 was $62.8 million as compared to $47.0 million in the prior year period. The effective interest rate on the Credit Facility, excluding the impact of deferred financing costs, during the six months ended September 30, 2024 was 10.9%, as compared to 11.0% in the prior year period. The decrease in the effective interest rate on the Credit Facility was primarily a result of a decrease in unused commitment fees on the undrawn portion of the Credit Facility, partially offset by higher interest rates on the drawn portion of the Credit Facility during the six months ended September 30, 2024.

Other expenses increased $1.5 million, or 69.5%, during the six months ended September 30, 2024, as compared to the prior year period, due to an increase in bad debt expense and professional fees.

Realized and Unrealized Gain (Loss)

The realized gains (losses) and unrealized appreciation (depreciation) across our investments for the six months ended September 30, 2024 and 2023 were as follows:

Portfolio Company · Realized Gain (Loss) · Unrealized Appreciation (Depreciation) · Reversal of Unrealized (Appreciation) Depreciation · Net Gain (Loss)
The E3 Company, LLC$—$5,208$—$5,208
Nocturne Luxury Villas, Inc.—4,988—4,988
Old World Christmas, Inc.—4,734—4,734
Schylling, Inc.—3,031—3,031
UPB Acquisition, Inc—2,987—2,987
Galaxy Technologies Holdings, Inc.—2,757—2,757
Ginsey Home Solutions, Inc.—2,385—2,385
J.R. Hobbs Co. - Atlanta, LLC—1,349—1,349
Dema/Mai Holdings, Inc.—1,318—1,318
The Maids International, LLC—1,251—1,251
Diligent Delivery Systems—(1,092)—(1,092)
Home Concepts Acquisition, Inc.—(1,238)—(1,238)
PSI Molded Plastics, Inc.—(1,767)—(1,767)
Brunswick Bowling Products, Inc.—(2,165)—(2,165)
Edge Adhesives Holdings, Inc.—(2,335)—(2,335)
B+T Group Acquisition, Inc.—(2,742)—(2,742)
Nth Degree Investment Group, LLC42,284(7,195)(38,028)(2,939)
Horizon Facilities Services, Inc.(8,614)(8,614)
Phoenix Door Systems, Inc.(18,163)(18,163)
Other, net (<$1.0 million, net)212734298
Total$42,305$(15,030)$(38,024)$(10,749)
Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Counsel Press, Inc.$—$22,676$—$22,676
Nth Degree Investment Group, LLC—12,677—12,677
Mason West, LLC—11,690—11,690
Educators Resource, Inc.—10,563—10,563
Brunswick Bowling Products, Inc.—8,311—8,311
SFEG Holdings, Inc.—6,437—6,437
The Maids International, LLC—3,747—3,747
Galaxy Technologies Holdings, Inc.—3,481—3,481
Nocturne Luxury Villas, Inc.—1,613—1,613
UPB Acquisition, Inc.—1,493—1,493
Ginsey Home Solutions, Inc.—1,247—1,247
Gladstone SOG Investments, Inc882—(93)789
PSI Molded Plastics, Inc.—(1,234)—(1,234)
Dema/Mai Holdings, Inc.—(1,875)—(1,875)
Old World Christmas, Inc.273(2,247)—(1,974)
B+T Group Acquisition, Inc.—(5,295)—(5,295)
Horizon Facilities Services, Inc.—(5,758)—(5,758)
Schylling, Inc.—(8,394)—(8,394)
ImageWorks Display and Marketing Group, Inc.—(10,276)—(10,276)
Other, net (<$1.0 million, net)289(838)—(549)
Total$1,444$48,018$(93)$49,369

Net Realized Gain (Loss)

During the six months ended September 30, 2024, we recorded net realized gains on investments of $42.3 million, primarily due to a $42.3 million realized gain from the exit of Nth Degree. During the six months ended September 30, 2023, we recorded net realized gains on investments of $1.4 million, primarily due to $1.2 million of realized gains related to certain prior period exits and $0.3 million of realized gain from the recapitalization of Old World.

Net Unrealized Appreciation (Depreciation)

Net unrealized depreciation of investments of $53.1 million for the six months ended September 30, 2024 was primarily due to the reversal of unrealized appreciation of Nth Degree upon exit and decreased performance of certain of our portfolio companies. These decreases were partially offset by an increase in transaction multiples used to estimate the fair value of certain of our portfolio companies and increased performance of certain of our portfolio companies.

Net unrealized appreciation of investments of $47.9 million for the six months ended September 30, 2023 was primarily due to increased performance of certain of our portfolio companies and an increase in transaction multiples used to estimate the fair value of certain of our portfolio companies, in addition to increased fair value as a result of expected payoff amounts for certain investments. These increases were partially offset by decreased performance of certain of our other portfolio companies.

Across our entire investment portfolio, we recorded net unrealized depreciation of $28.2 million on ourequity positions and depreciation of $24.9 million on our debt positions, for thesix months ended September 30, 2024. As of September 30, 2024, the fair value of our investment portfolio was more than the cost basis by$13.2 million, as compared to March 31, 2024, when the fair value of our investment portfolio was more than the cost basis by $32.9 million, representing net unrealized depreciation of $53.1 million for thesix months ended September 30, 2024. Our entire portfolio had a fair value of 101.6% of cost as of September 30, 2024.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.