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GLADSTONE INVESTMENT CORPORATIONDE

For the period ended Dec 31, 2024. Filed Feb 12, 2025.

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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.

Dec 31, 2024 · Filed Feb 12, 2025

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

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

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Item 2. Results of Operations

RESULTS OF OPERATIONS

Comparison of the Three Months Ended December 31, 2024 to the Three Months Ended December 31, 2023

For the Three Months Ended December 31,
20242023$ Change% Change
INVESTMENT INCOME
Interest income$20,528$21,699$(1,171)(5.4)%
Dividend and success fee income8431,382(539)(39.0)%
Total investment income21,37123,081(1,710)(7.4)%
EXPENSES
Base management fee4,8724,6022705.9%
Loan servicing fee2,4052,332733.1%
Incentive fee9,3531,6677,686461.1%
Administration fee405450(45)(10.0)%
Interest expense6,3856,520(135)(2.1)%
Amortization of deferred financing costs and discounts69158910217.3%
Other1,3551,302534.1%
Expenses before credits from Adviser25,46617,4628,00445.8%
Credits to fees from Adviser(5,256)(4,125)(1,131)27.4%
Total expenses, net of credits to fees20,21013,3376,87351.5%
NET INVESTMENT INCOME1,1619,744(8,583)(88.1)%
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain—43,461(43,461)(100.0)%
Net unrealized appreciation (depreciation)37,329(46,626)83,955NM
Net realized and unrealized gain (loss)37,329(3,165)40,494NM
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$38,490$6,579$31,911485.0%
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING
Basic and diluted36,727,87334,351,5972,376,2766.9%
BASIC AND DILUTED PER COMMON SHARE:
Net investment income$0.03$0.28$(0.25)(89.3)%
Net increase in net assets resulting from operations$1.05$0.19$0.86452.6%

NM - Not meaningful

Investment Income

Total investment income decreased $1.7 million, or 7.4%, for the three months ended December 31, 2024, as compared to the prior year period, primarily due to a decrease in interest income, and dividend and success fee income.

Interest income from our investments in debt securities decreased $1.2 million, or 5.4%, for the three months ended December 31, 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 December 31, 2024 was $579.7 million, compared to $594.3 million for the prior year period. This decrease was primarily due to $61.5 million of pay-offs, restructurings, or write-offs of debt investments and $30.8 million of loans placed on non-accrual status after September 30, 2023, partially offset by $68.0 million of follow-on debt investments in existing portfolio companies and the origination of $20.5 million of new debt investments after September 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 14.0% for the three months ended December 31, 2024, compared to 14.4% 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 December 31, 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 December 31, 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 December 31, 2024, Nocturne represented 10.9% of the total investment portfolio at fair value. As of March 31, 2024, SFEG Holdings, Inc. ("SFEG") represented 10.1% of the total investment portfolio at fair value.

Dividend and success fee income for the three months ended December 31, 2024 decreased $0.5 million from the prior year period. During the three months ended December 31, 2024, dividend and success fee income consisted of $0.8 million of success fee income. During the three months ended December 31, 2023, dividend and success fee income consisted of $1.4 million of success fee income.

Expenses

Total expenses, net of any non-contractual, unconditional, and irrevocable credits from the Adviser, increased $6.9 million, or 51.5%, during the three months ended December 31, 2024, as compared to the prior year period, primarily due to an increase in incentive fees and base management fee, partially offset by an increase in fee credits from the Adviser.

In accordance with GAAP, during the three months ended December 31, 2024, we recorded a $7.5 million capital gains-based incentive fee compared to a $0.6 million reversal during the three months ended December 31, 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 $0.4 million, for the three months ended December 31, 2024, as compared to the prior year period, primarily due to a decrease in pre-incentive fee net investment income, partially offset by a decrease in net assets, which drives the hurdle rate.

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 December 31,
20242023
Average total assets subject to base management fee(A)$974,400$920,400
Multiplied by prorated annual base management fee of 2.0%0.5%0.5%
Base management fee(B)$4,872$4,602
Credits to fees from Adviser - other(B)(2,851)(1,793)
Net base management fee$2,021$2,809
Loan servicing fee(B)$2,405$2,332
Credits to base management fee - loan servicing fee(B)(2,405)(2,332)
Net loan servicing fee$—$—
Incentive fee – income-based$1,887$2,282
Incentive fee – capital gains-based(C)7,466(615)
Total incentive fee(B)$9,353$1,667
Credits to fees from Adviser - other(B)——
Net total incentive fee$9,353$1,667

(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 decreased $0.1 million, or 2.1%, during the three months ended December 31, 2024, as compared to the prior year period, primarily due to decreased borrowings on the Credit Facility, partially offset by an increase in the effective interest rate. The weighted-average balance outstanding under the Credit Facility during the three months ended December 31, 2024 was $41.9 million, compared to $77.4 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 December 31, 2024 was 11.8%, as compared to 9.2% in the prior year period. The increase in the effective interest rate on the Credit Facility was primarily a result of an increase in unused commitment fees on the undrawn portion of the Credit Facility, partially offset by lower interest rates on the drawn portion of the Credit Facility during the three months ended December 31, 2024.

Realized and Unrealized Gain (Loss)

The realized gains (losses) and unrealized appreciation (depreciation) across our investments for the three months ended December 31, 2024 and 2023 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Nocturne Luxury Villas, Inc.$—$13,680$—$13,680
The E3 Company, LLC—11,895—11,895
SFEG Holdings, Inc.—8,445—8,445
Schylling, Inc.—4,773—4,773
ImageWorks Display and Marketing Group, Inc.—3,269—3,269
UPB Acquisition, Inc.—2,063—2,063
J.R. Hobbs Co. - Atlanta, LLC—1,635—1,635
Brunswick Bowling Products, Inc.—1,488—1,488
Old World Christmas, Inc.—1,350—1,350
Ginsey Home Solutions, Inc.—1,189—1,189
The Maids International, LLC—1,101—1,101
Mason West, LLC—(1,671)—(1,671)
Horizon Facilities Services, Inc.—(1,725)—(1,725)
Galaxy Technologies Holdings, Inc.—(2,051)—(2,051)
PSI Molded Plastics, Inc.—(2,707)—(2,707)
Educators Resource, Inc.—(6,008)—(6,008)
Other, net (<$1.0 million, net)—603—603
Total$—$37,329$—$37,329
Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Dema/Mai Holdings, Inc.$—$5,655$—$5,655
Nth Degree Investment Group, LLC—3,274—3,274
Educators Resources, Inc.—2,229—2,229
Brunswick Bowling Products, Inc.—1,319—1,319
ImageWorks Display and Marketing Group, Inc.—1,205—1,205
Counsel Press, Inc.43,459—(43,566)(107)
Horizon Facilities Service, Inc.—(1,204)—(1,204)
Home Concepts Acquisition, Inc.—(1,565)—(1,565)
Nocturne Villas Rentals, Inc.—(2,420)—(2,420)
Mason West, LLC—(2,484)—(2,484)
PSI Molded Plastics, Inc.—(4,401)—(4,401)
B+T Group Acquisition, Inc.—(4,811)—(4,811)
Other, net (<$1.0 million, net)2235—237
Total$43,461$(2,968)$(43,566)$(3,073)

Net Realized Gain (Loss)

During the three months ended December 31, 2024, we did not record any net realized gains or losses on investments. During the three months ended December 31, 2023, we recorded net realized gains on investments of $43.5 million, due to a $43.5 million realized gain from the exit of Counsel Press, Inc. ("Counsel Press").

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation of investments of $37.3 million for the three months ended December 31, 2024 was primarily due to an increase in the 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 performance of certain of our other portfolio companies. These increases were partially offset by decreased performance of certain of our other portfolio companies.

Net unrealized depreciation of investments of $46.5 million for the three months ended December 31, 2023 was primarily due to the reversal of unrealized appreciation of Counsel Press upon exit, a decrease in transaction multiples used to estimate the fair value of certain of our portfolio companies and a decrease in performance of certain of our portfolio companies. These decreases were partially offset by increased performance of certain of our other portfolio companies.

Across our entire investment portfolio, we recorded net unrealized appreciation of$39.5 million on ourequity positions and net unrealized depreciation of $2.2 million on our debt positionsfor thethree months ended December 31, 2024. As of December 31, 2024, the fair value of our investment portfolio was more than the cost basis by $50.5 million, as compared to September 30, 2024, when the fair value of our investment portfolio was more than the cost basis by $13.2 million, representing net unrealized appreciation of$37.3 million for thethree months ended December 31, 2024. Our entire portfolio had a fair value of 104.9% of cost as of December 31, 2024.

Comparison of the Nine Months Ended December 31, 2024 to the Nine Months Ended December 31, 2023

For the Nine Months Ended December 31,
20242023$ Change% Change
INVESTMENT INCOME
Interest income$62,149$60,369$1,7802.9%
Dividend and success fee income3,9653,28967620.6%
Total investment income66,11463,6582,4563.9%
EXPENSES
Base management fee13,93712,8741,0638.3%
Loan servicing fee6,8216,829(8)(0.1)%
Incentive fee7,79715,401(7,604)(49.4)%
Administration fee1,4781,30617213.2%
Interest expense19,26417,5981,6669.5%
Amortization of deferred financing costs and discounts1,9511,70824314.2%
Other4,9683,4341,53444.7%
Expenses before credits from Adviser56,21659,150(2,934)(5.0)%
Credits to fees from Adviser(10,968)(11,946)978(8.2)%
Total expenses, net of credits to fees45,24847,204(1,956)(4.1)%
NET INVESTMENT INCOME20,86616,4544,41226.8%
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain42,30544,905(2,600)(5.8)%
Net unrealized (depreciation) appreciation(15,725)1,362(17,087)NM
Net realized and unrealized gain (loss)26,58046,267(19,687)(42.6)%
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS$47,446$62,721$(15,275)(24.4)%
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING
Basic and diluted36,701,78333,921,3002,780,4838.2%
BASIC AND DILUTED PER COMMON SHARE:
Net investment income$0.57$0.49$0.0816.3%
Net increase in net assets resulting from operations$1.29$1.85$(0.56)(30.3)%

NM = Not Meaningful

Investment Income

Total investment income increased $2.5 million, or 3.9%, for the nine months ended December 31, 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 $1.8 million, or 2.9%, for the nine months ended December 31, 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 nine months ended December 31, 2024 was $576.1 million, compared to $544.6 million for the prior year period. This increase was primarily due to $116.4 million of follow-on debt investments in existing portfolio companies, the origination of $67.3 million of new debt investments, partially offset by $61.5 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 14.3% for the nine months ended December 31, 2024, compared to 14.5% 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 nine months ended December 31, 2024 and 2023, we had no collections of past due interest.

As of December 31, 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 December 31, 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 December 31, 2024, Nocturne represented 10.9% 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 nine months ended December 31, 2024 increased $0.7 million, or 20.6% from the prior year period. During the nine months ended December 31, 2024, dividend and success fee income consisted of $2.5 million of success fee income and $1.4 million of dividend income. During the nine months ended December 31, 2023, dividend and success fee income consisted of $1.9 million of dividend income and $1.4 million of success fee income.

Expenses

Total expenses, net of any non-contractual, unconditional, and irrevocable credits from the Adviser, decreased $2.0 million, or 4.1%, during the nine months ended December 31, 2024, as compared to the prior year period, primarily due to a decrease in incentive fees, partially offset by an increase in interest expense, other expense and base management fee and a decrease in fee credits from the Adviser.

In accordance with GAAP, we recorded a $5.3 million capital gains-based incentive fee during the nine months ended December 31, 2024, compared to a $9.3 million capital gains-based incentive fee recorded during the nine months ended December 31, 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 $3.7 million for the nine months ended December 31, 2024, as compared to the prior year period, primarily due to a decrease in pre-incentive fee net investment income and an increase in net assets, which drives the hurdle rate.

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:

Nine Months Ended December 31,
20242023
Average total assets subject to base management fee(A)$929,133$858,267
Multiplied by prorated annual base management fee of 2.0%1.5%1.5%
Base management fee(B)$13,937$12,874
Credits to fees from Adviser - other(B)(4,147)(5,117)
Net base management fee$9,790$7,757
Loan servicing fee(B)$6,821$6,829
Credits to base management fee - loan servicing fee(B)(6,821)(6,829)
Net loan servicing fee$—$—
Incentive fee – income-based$2,481$6,142
Incentive fee – capital gains-based(C)5,3169,259
Total incentive fee(B)$7,797$15,401
Credits to fees from Adviser - other(B)——
Net total incentive fee$7,797$15,401

(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 $1.7 million, or 9.5%, during the nine months ended December 31, 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 an increase in the effective interest rate, partially offset by decreased borrowings on the Credit Facility. The weighted-average balance outstanding on the Credit Facility during the nine months ended December 31, 2024 was $55.8 million as compared to $57.1 million in the prior year period. The effective interest rate on the Credit Facility, excluding the impact of deferred financing costs, during the nine months ended December 31, 2024 was 11.1%, as compared to 10.2% in the prior year period. The increase in the effective interest rate on the Credit Facility was primarily a result of an increase in unused commitment fees on the undrawn portion of the Credit Facility during the nine months ended December 31, 2024.

Other expenses increased $1.5 million, or 44.7%, during the nine months ended December 31, 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 nine months ended December 31, 2024 and 2023 were as follows:

Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Nocturne Luxury Villas, Inc.$—$18,668$—$18,668
The E3 Company, LLC—17,103—17,103
SFEG Holdings, Inc.—8,139—8,139
Schylling, Inc.—7,804—7,804
Old World Christmas, Inc.—6,084—6,084
UPB Acquisition, Inc.—5,049—5,049
ImageWorks Display and Marketing Group, Inc.—3,932—3,932
Ginsey Home Solutions, Inc.—3,574—3,574
J.R. Hobbs Co. - Atlanta, LLC—2,984—2,984
The Maids International, LLC—2,352—2,352
Dema/Mai Holdings, Inc.—1,272—1,272
Diligent Delivery Systems—(986)—(986)
Home Concepts Acquisition, Inc.—(1,238)—(1,238)
B+T Group Acquisition, Inc.—(2,303)—(2,303)
Edge Adhesives Holdings, Inc.—(2,402)—(2,402)
Nth Degree Investment Group, LLC42,284(7,195)(38,028)(2,939)
PSI Molded Plastics, Inc.—(4,474)—(4,474)
Educators Resource, Inc.—(5,507)—(5,507)
Mason West, LLC—(10,285)—(10,285)
Horizon Facilities Services, Inc.—(19,888)—(19,888)
Other, net (<$1.0 million, net)21(384)4(359)
Total$42,305$22,299$(38,024)$26,580
Portfolio CompanyRealized Gain (Loss)Unrealized Appreciation (Depreciation)Reversal of Unrealized (Appreciation) DepreciationNet Gain (Loss)
Counsel Press, Inc.$43,459$22,676$(43,566)$22,569
Nth Degree Investment Group, LLC—15,951—15,951
Educators Resource, Inc.—12,792—12,792
Brunswick Bowling Products, Inc.—9,630—9,630
Mason West, LLC—9,206—9,206
SFEG Holdings, Inc.—7,325—7,325
Dema/Mai Holdings, Inc.—3,780—3,780
Galaxy Technologies Holdings, Inc.—3,539—3,539
The Maids International, LLC—3,190—3,190
Utah Pacific Bridge & Steel, Ltd.—1,833—1,833
Ginsey Home Solutions, Inc.—1,476—1,476
Gladstone SOG Investments, Inc.882—(93)789
J.R. Hobbs Co. - Atlanta, LLC—(741)—(741)
Nocturne Luxury Villas, Inc.—(806)—(806)
Old World Christmas, Inc.273(1,394)—(1,121)
Diligent Delivery Systems—(1,207)—(1,207)
Home Concepts Acquisition, Inc.—(1,565)—(1,565)
PSI Molded Plastics, Inc.—(5,635)—(5,635)
Horizon Facilities Services, Inc.—(6,963)—(6,963)
Schylling, Inc.—(8,546)—(8,546)
ImageWorks Display and Marketing Group, Inc.—(9,071)—(9,071)
B+T Group Acquisition, Inc.—(10,107)—(10,107)
Other, net (<$1.0 million, net)291(313)—(22)
Total$44,905$45,050$(43,659)$46,296

Net Realized Gain (Loss)

During the nine months ended December 31, 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 nine months ended December 31, 2023, we recorded net realized gains on investments of $44.9 million, primarily due to a $43.5 million realized gain from the exit of Counsel Press, $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 $15.7 million for the nine months ended December 31, 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 $1.4 million for the nine months ended December 31, 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. These increases were partially offset by a reversal of unrealized appreciation of Counsel Press upon exit and decreased performance of certain of our other portfolio companies.

Across our entire investment portfolio, we recorded net unrealized depreciation of $27.0 million on our debt positions and appreciation of $11.3 million on ourequity positions, for thenine months ended December 31, 2024. As of December 31, 2024, the fair value of our investment portfolio was more than the cost basis by$50.5 million, as compared to March 31, 2024, when the fair value of our investment portfolio was more than the cost basis by$66.2 million, representing net unrealized depreciation of $15.7 million for thenine months ended December 31, 2024. Our entire portfolio had a fair value of 104.9% of cost as of December 31, 2024.

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