10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 814-00704

 

 

GLADSTONE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   83-0423116

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

1521 WESTBRANCH DRIVE, SUITE 100

MCLEAN, VIRGINIA

  22102
(Address of principal executive offices)   (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☐    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
Emerging growth company       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of July 31, 2018, was 32,822,459.

 

 

 


GLADSTONE INVESTMENT CORPORATION

TABLE OF CONTENTS

 

PART I.   

FINANCIAL INFORMATION:

  
Item 1.    Financial Statements (Unaudited)   
  

Consolidated Statements of Assets and Liabilities as of June 30, 2018 and March  31, 2018

     2  
  

Consolidated Statements of Operations for the three months ended June 30, 2018 and 2017

     3  
  

Consolidated Statements of Changes in Net Assets for the three months ended June  30, 2018 and 2017

     5  
  

Consolidated Statements of Cash Flows for the three months ended June 30, 2018 and 2017

     6  
  

Consolidated Schedules of Investments as of June 30, 2018 and March 31, 2018

     8  
  

Notes to Consolidated Financial Statements

     20  
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations   
  

Overview

     43  
  

Results of Operations

     48  
  

Liquidity and Capital Resources

     53  
Item 3.    Quantitative and Qualitative Disclosures About Market Risk      60  
Item 4.    Controls and Procedures      60  
PART II.    OTHER INFORMATION:   
Item 1.    Legal Proceedings      61  
Item 1A.    Risk Factors      61  
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds      61  
Item 3.    Defaults Upon Senior Securities      61  
Item 4.    Mine Safety Disclosures      62  
Item 5.    Other Information      62  
Item 6.    Exhibits      62  
SIGNATURES      63  


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

     June 30,     March 31,  
     2018     2018  

ASSETS

    

Investments at fair value

    

Non-Control/Non-Affiliate investments (Cost of $234,640 and $220,087, respectively)

   $ 258,109     $ 247,297  

Affiliate investments (Cost of $340,797 and $343,247, respectively)

     355,514       339,393  

Control investments (Cost of $21,512 and $21,512 respectively)

     15,695       12,457  

Cash and cash equivalents

     2,080       3,639  

Restricted cash and cash equivalents

     1,234       328  

Interest receivable

     3,134       3,532  

Due from administrative agent

     1,740       2,324  

Deferred financing costs, net

     879       976  

Other assets, net

     653       953  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 639,038     $ 610,899  
  

 

 

   

 

 

 

LIABILITIES

    

Borrowings:

    

Line of credit at fair value (Cost of $102,500 and $107,000, respectively)

   $ 102,907     $ 107,500  

Secured borrowing

     5,096       5,096  
  

 

 

   

 

 

 

Total borrowings

     108,003       112,596  

Mandatorily redeemable preferred stock, $0.001 par value, $25 liquidation preference; 6,356,000 shares authorized; 5,566,000 shares issued and outstanding, net

     135,811       135,615  

Accounts payable and accrued expenses

     832       916  

Fees due to Adviser(A)

     12,786       6,671  

Fee due to Administrator(A)

     285       317  

Other liabilities

     1,513       584  
  

 

 

   

 

 

 

TOTAL LIABILITIES

   $ 259,230     $ 256,699  
  

 

 

   

 

 

 

Commitments and contingencies(B)

    

NET ASSETS

   $ 379,808     $ 354,200  
  

 

 

   

 

 

 

ANALYSIS OF NET ASSETS

    

Common stock, $0.001 par value per share, 100,000,000 shares authorized, 32,822,459 and 32,653,635 shares issued and outstanding, respectively

   $ 33     $ 33  

Capital in excess of par value

     332,301       330,661  

Cumulative net unrealized appreciation of investments

     32,369       14,301  

Cumulative net unrealized appreciation of other

     (407     (500

(Overdistributed) underdistributed net investment income

     (2,509     3,660  

Accumulated net realized gain in excess of distributions

     18,021       6,045  
  

 

 

   

 

 

 

TOTAL NET ASSETS

   $ 379,808     $ 354,200  
  

 

 

   

 

 

 

NET ASSET VALUE PER SHARE AT END OF PERIOD

   $ 11.57     $ 10.85  
  

 

 

   

 

 

 

 

(A) Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.
(B) Refer to Note 10 — Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

2


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

     Three Months Ended
June 30,
 
     2018     2017  

INVESTMENT INCOME

    

Interest income

    

Non-Control/Non-Affiliate investments

   $ 6,266     $ 4,466  

Affiliate investments

     6,829       6,072  

Control investments

     209       206  

Cash and cash equivalents

     10       2  
  

 

 

   

 

 

 

Total interest income

     13,314       10,746  

Dividend income

    

Non-Control/Non-Affiliate investments

     66       —    

Affiliate investments

     —         865  
  

 

 

   

 

 

 

Total dividend income

     66       865  

Success fee income

    

Non-Control/Non-Affiliate investments

     124       2,009  

Control investments

     2,000       —    
  

 

 

   

 

 

 

Total success fee income

     2,124       2,009  
  

 

 

   

 

 

 

Total investment income

     15,504       13,620  
  

 

 

   

 

 

 

EXPENSES

    

Base management fee(A)

     3,111       2,516  

Loan servicing fee(A)

     1,740       1,564  

Incentive fee(A)

     7,586       1,172  

Administration fee(A)

     285       307  

Interest expense on borrowings

     1,742       729  

Dividends on mandatorily redeemable preferred stock

     2,251       2,251  

Amortization of deferred financing costs and discounts

     367       367  

Professional fees

     411       319  

Other general and administrative expenses

     653       1,072  
  

 

 

   

 

 

 

Expenses before credits from Adviser

     18,146       10,297  
  

 

 

   

 

 

 

Credits to base management fee—loan servicing fee(A)

     (1,740     (1,564

Credits to fees from Adviser—other(A)

     (960     (548
  

 

 

   

 

 

 

Total expenses, net of credits to fees

     15,446       8,185  
  

 

 

   

 

 

 

NET INVESTMENT INCOME

   $ 58     $ 5,435  
  

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

    

Net realized gain (loss):

    

Non-Control/Non-Affiliate investments

     13,786       941  

Affiliate investments

     322       224  
  

 

 

   

 

 

 

Total net realized gain

     14,108       1,165  

Net unrealized appreciation (depreciation):

    

Non-Control/Non-Affiliate investments

     (3,741     1,831  

Affiliate investments

     18,571       2,335  

Control investments

     3,238       (2,625

Other

     93       —    
  

 

 

   

 

 

 

Total net unrealized appreciation

     18,161       1,541  
  

 

 

   

 

 

 

Net realized and unrealized gain

     32,269       2,706  
  

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 32,327     $ 8,141  
  

 

 

   

 

 

 

 

(A) Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

3


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

BASIC AND DILUTED PER COMMON SHARE:

     

Net investment income

   $ —        $ 0.17  
  

 

 

    

 

 

 

Net increase in net assets resulting from operations

   $ 0.99      $ 0.26  
  

 

 

    

 

 

 

Distributions

   $ 0.26      $ 0.25  
  

 

 

    

 

 

 

WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

     

Basic and diluted

     32,762,848        31,474,284  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

4


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(IN THOUSANDS)

(UNAUDITED)

 

     Three Months Ended June 30,  
     2018     2017  

OPERATIONS

    

Net investment income

   $ 58     $ 5,435  

Net realized gain on investments

     14,108       1,165  

Net unrealized appreciation of investments

     18,068       1,541  

Net unrealized depreciation of other

     93       —    
  

 

 

   

 

 

 

Net increase in net assets from operations

     32,327       8,141  
  

 

 

   

 

 

 

DISTRIBUTIONS

    

Distributions to common stockholders from net investment income

     (6,914     (6,091

Distributions to common stockholders from realized gains

     (1,641     (1,951
  

 

 

   

 

 

 

Net decrease in net assets from distributions

     (8,555     (8,042
  

 

 

   

 

 

 

CAPITAL ACTIVITY

    

Issuance of common stock

     1,873       21,154  

Discounts, commissions, and offering costs for issuance of common stock

     (37     (1,100
  

 

 

   

 

 

 

Net increase in net assets from capital activity

     1,836       20,054  
  

 

 

   

 

 

 

TOTAL INCREASE IN NET ASSETS

     25,608       20,153  

NET ASSETS, BEGINNING OF PERIOD

     354,200       301,082  
  

 

 

   

 

 

 

NET ASSETS, END OF PERIOD

   $ 379,808     $ 321,235  
  

 

 

   

 

 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

5


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

 

     Three Months Ended June 30,  
     2018     2017  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net increase in net assets resulting from operations

   $ 32,327     $ 8,141  

Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:

    

Purchase of investments

     (30,052     (2,148

Principal repayments of investments

     14,514       13,660  

Net proceeds from the sale of investments

     17,548       5,797  

Net realized gain on investments

     (14,108     (1,176

Net unrealized appreciation of investments

     (18,068     (1,541

Net unrealized depreciation of other

     (93     —    

Amortization of premiums, discounts, and acquisition costs, net

     (5     (2

Amortization of deferred financing costs and discounts

     367       367  

Bad debt expense, net of recoveries

     251       539  

Changes in assets and liabilities:

    

Decrease in interest receivable

     367       235  

Decrease (increase) in due from administrative agent

     584       (435

Decrease in other assets, net

     166       2,292  

(Decrease) increase in accounts payable and accrued expenses

     (127     498  

Increase in fees due to Adviser(A)

     6,115       291  

(Decrease) increase in fee due to Administrator(A)

     (32     11  

Increase (decrease) in other liabilities

     929       (185
  

 

 

   

 

 

 

Net cash provided by operating activities

     10,683       26,344  
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from issuance of common stock

     1,873       21,154  

Discounts, commissions, and offering costs for issuance of common stock

     (28     (1,084

Proceeds from line of credit

     37,900       9,400  

Repayments on line of credit

     (42,400     (45,100

Deferred financing and offering costs

     (126     (75

Distributions paid to common stockholders

     (8,555     (8,042
  

 

 

   

 

 

 

Net cash used in financing activities

     (11,336     (23,747
  

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS

     (653     2,597  
  

 

 

   

 

 

 

CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT BEGINNING OF PERIOD

     3,967       4,099  
  

 

 

   

 

 

 

CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD

   $ 3,314     $ 6,696  
  

 

 

   

 

 

 

CASH PAID FOR INTEREST

   $ 1,743     $ 626  
  

 

 

   

 

 

 

NON-CASH ACTIVITIES(B)

   $     $ 9,379  
  

 

 

   

 

 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

6


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

(A)    Refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements for additional information.
(B)    2017:   

Significant non-cash operating activities consisted principally of the following transaction:

 

In June 2017, one of our portfolio companies, Mathey Investments, Inc. (“Mathey”) merged with and into another one of our portfolio companies, SBS Industries, LLC (“SBS”). As a result of this transaction, our debt investments in Mathey, which totaled $8.6 million at principal and cost, were assumed by SBS and combined with our existing debt investment in SBS, which totaled $11.4 million at principal and cost, into a new secured first lien term loan totaling $20.0 million. Our common equity investment in Mathey, with a cost basis of $0.8 million, was converted into a preferred equity investment in SBS with the same cost basis.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

7


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

JUNE 30, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company and Investment(A)(B)(D)(E)

  Principal/Shares/
Units(F)(J)
    Cost     Fair Value  

NON-CONTROL/NON-AFFILIATE INVESTMENTS(N) – 68.0%

     

Secured First Lien Debt – 36.7%

     

Containers, Packaging, and Glass – 2.5%

     

Frontier Packaging, Inc. – Term Debt (L+10.0%, 12.1% Cash, Due 12/2019)(L)

    9,500     $ 9,500     $ 9,500  

Diversified/Conglomerate Services – 15.8%

     

Bassett Creek Restoration, Inc. – Term Debt (L+10.0%, 12.1% Cash,
Due 4/2023)(T)

    23,000       23,000       23,000  

Counsel Press, Inc. – Term Debt (L+11.8%, 13.8% Cash, Due 3/2020)(L)

    18,000       18,000       18,000  

Counsel Press, Inc. – Term Debt (L+13.0%, 15.1% Cash, Due 3/2020)(L)

    5,500       5,500       5,500  

Nth Degree, Inc. – Term Debt (L+11.5%, 13.6% Cash, Due 3/2023)(L)

    13,290       13,290       13,290  
   

 

 

   

 

 

 
      59,790       59,790  

Farming and Agriculture – 4.2%

     

Jackrabbit, Inc. – Term Debt (L+10.0%, 13.5% Cash, Due 10/2018)(L)

    11,000       11,000       11,000  

Star Seed, Inc. – Term Debt (L+10.0%, 12.5% Cash, Due 5/2020)(L)

    5,000       5,000       5,000  
   

 

 

   

 

 

 
      16,000       16,000  

Leisure, Amusement, Motion Pictures, and Entertainment – 7.3%

     

Schylling, Inc. – Term Debt (L+11.0%, 13.1%, Due 11/2018)(L)

    13,081       13,081       13,081  

Schylling, Inc. – Term Debt (L+11.0%, 13.1%, Due 11/2018)(L)

    8,500       8,500       8,500  

Schylling, Inc. – Term Debt (L+11.0%, 13.1%, Due 11/2018)(L)

    6,000       6,000       6,000  
   

 

 

   

 

 

 
      27,581       27,581  

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 5.3%

     

SBS Industries, LLC – Term Debt (L+12.0%, 14.1% Cash, Due 6/2020)(L)

    19,957       19,957       19,957  

Oil and Gas – 0.8%

     

Tread Corporation – Line of Credit, $634 available (L+10.0%, 12.5% Cash, Due 3/2021)(L)

    3,216       3,216       3,216  

Personal, Food, and Miscellaneous Services – 0.8%

     

B-Dry, LLC – Line of Credit, $100 available (L+0.3%, 2.3% Cash (0.8% Unused Fee), Due 12/2018)(G)(L)

    4,550       4,550       3,045  

B-Dry, LLC – Term Debt (L+0.3%, 2.3% Cash, Due 12/2019)(G)(L)

    6,443       6,443       —    

B-Dry, LLC – Term Debt (L+0.3%, 2.3% Cash, Due 12/2019)(G)(L)

    840       840       —    
   

 

 

   

 

 

 
      11,833       3,045  
   

 

 

   

 

 

 

Total Secured First Lien Debt

    $ 147,877     $ 139,089  
   

 

 

   

 

 

 

Secured Second Lien Debt – 8.0%

     

Automobile – 1.1%

     

Country Club Enterprises, LLC – Term Debt (L+11.0%, 18.7% Cash,
Due 5/2019)(L)

  $ 4,000     $ 4,000     $ 4,000  

Cargo Transport – 3.4%

     

Diligent Delivery Systems – Term Debt (L+9.0%, 11.1% Cash,
Due 11/2022)(Q)

    13,000       12,920       13,000  

Home and Office Furnishings, Housewares, and Durable Consumer
Products – 3.5%

     

Ginsey Home Solutions, Inc. – Term Debt (L+10.0%, 13.5% Cash,
Due 1/2021)(H)(L)

    13,300       13,300       13,300  
   

 

 

   

 

 

 

Total Secured Second Lien Debt

    $ 30,220     $ 30,300  
   

 

 

   

 

 

 

Preferred Equity – 19.2%

     

Automobile – 0.2%

     

Country Club Enterprises, LLC – Preferred Stock(C)(L)

    7,304,792     $ 7,725     $ 786  

Country Club Enterprises, LLC – Guaranty ($2,000)(U)

    —         —         —    
   

 

 

   

 

 

 
      7,725       786  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

8


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company and Investment(A)(B)(D)(E)

   Principal/Shares/
Units(F)(J)
    Cost      Fair Value  

Containers, Packaging, and Glass – 0.4%

       

Frontier Packaging, Inc. – Preferred Stock(C)(L)

     1,373     $ 1,373      $ 1,456  

Diversified/Conglomerate Services – 11.5%

       

Bassett Creek Restoration, Inc. – Preferred Stock(C)(T)

     4,900       4,900        4,900  

Counsel Press, Inc. – Preferred Stock(C)(L)

     6,995       6,995        7,699  

Nth Degree, Inc. – Preferred Stock(C)(L)

     5,660       5,660        31,016  
    

 

 

    

 

 

 
       17,555        43,615  

Farming and Agriculture – 1.5%

       

Jackrabbit, Inc. – Preferred Stock(C)(L)

     3,556       3,556        3,404  

Star Seed, Inc. – Preferred Stock(C)(L)

     1,499       1,499        2,431  
    

 

 

    

 

 

 
       5,055        5,835  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 3.4%

       

Ginsey Home Solutions, Inc. – Preferred Stock(C)(L)

     19,280       9,583        12,845  

Leisure, Amusement, Motion Pictures, and Entertainment – 0.5%

       

Schylling, Inc. – Preferred Stock(C)(L)

     4,000       4,000        2,080  

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.5%

 

    

SBS Industries, LLC – Preferred Stock(C)(L)

     27,705       2,771        1,838  

Oil and Gas – 1.2%

       

Tread Corporation – Preferred Stock(C)(L)

     12,998,639       3,768        4,550  

Personal, Food, and Miscellaneous Services – 0.0%

       

B-Dry, LLC – Preferred Stock(C)(L)

     2,500       2,516        —    
    

 

 

    

 

 

 

Total Preferred Equity

     $ 54,346      $ 73,005  
    

 

 

    

 

 

 

Common Equity – 4.1%

       

Cargo Transport – 0.6%

       

Diligent Delivery Systems – Common Stock Warrants(C)(Q)

     8   $ 500      $ 2,384  

Containers, Packaging, and Glass – 2.7%

       

Frontier Packaging, Inc. – Common Stock(C)(L)

     152       152        10,435  

Farming and Agriculture – 0.6%

       

Jackrabbit, Inc. – Common Stock(C)(L)

     548       94        —    

Star Seed, Inc. – Common Stock(C)(L)

     600       1        2,184  
    

 

 

    

 

 

 
       95        2,184  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 0.0%

 

    

Ginsey Home Solutions, Inc. – Common Stock(C)(L)

     63,747       8        —    

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.0%

 

    

SBS Industries, LLC – Common Stock(C)(L)

     221,500       222        —    

Oil and Gas – 0.0%

       

Tread Corporation – Common Stock(C)(L)

     10,089,048       753        —    

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.2%

 

    

Funko Acquisition Holdings, LLC(M) – Common Units(C)(S)

     67,873       167        712  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS

 

9


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company and Investment(A)(B)(D)(E)

   Principal/Shares/
Units(F)(J)
     Cost      Fair Value  

Personal, Food, and Miscellaneous Services – 0.0%

        

B-Dry, LLC – Common Stock(C)(L)

     2,500      $ 300      $ —    
     

 

 

    

 

 

 

Total Common Equity

      $ 2,197      $ 15,715  
     

 

 

    

 

 

 

Total Non-Control/Non-Affiliate Investments

      $ 234,640      $ 258,109  
     

 

 

    

 

 

 

AFFILIATE INVESTMENTS(O) – 93.6%

        

Secured First Lien Debt – 45.3%

        

Automobile – 2.0%

        

Meridian Rack & Pinion, Inc.(M) – Term Debt (L+11.5%, 13.6% Cash, Due 6/2019)(K)

   $ 9,660      $ 9,660      $ 7,728  

Beverage, Food, and Tobacco – 2.4%

        

Head Country, Inc. – Term Debt (L+10.5%, 12.6% Cash, Due 2/2019)(L)

     9,050        9,050        9,050  

Diversified/Conglomerate Manufacturing – 5.1%

        

D.P.M.S., Inc. – Term Debt (10.0% Cash, Due 10/2021)(I)(L)

     8,795        8,795        7,844  

Edge Adhesives Holdings, Inc.(M) – Term Debt (L+10.5%, 12.6% Cash, Due 2/2019)(K)

     9,300        9,300        9,068  

Edge Adhesives Holdings, Inc.(M) – Term Debt (L+11.8%, 13.8% Cash, Due 2/2019)(K)

     2,400        2,400        2,352  
     

 

 

    

 

 

 
        20,495        19,264  

Diversified/Conglomerate Services – 11.3%

        

ImageWorks Display and Marketing Group, Inc. – Line of Credit, $3,000 available (L+9.0%, 11.1% Cash, Due 8/2018)(L)

     —          —          —    

ImageWorks Display and Marketing Group, Inc. – Term Debt (L+11.0%, 13.1% Cash, Due 11/2022)(L)

     22,000        22,000        22,000  

J.R. Hobbs Co. – Atlanta, LLC – Term Debt (L+11.5%, 13.6% Cash, Due 2/2022)(L)

     21,000        21,000        21,000  
     

 

 

    

 

 

 
        43,000        43,000  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 8.9%

 

     

Brunswick Bowling Products, Inc. – Term Debt (L+10.0%, 12.1% Cash, Due 1/2023)(L)

     17,700        17,700        17,700  

Old World Christmas, Inc. – Term Debt (L+11.3%, 13.3% Cash, Due 10/2019)(L)

     15,770        15,770        15,770  
     

 

 

    

 

 

 
        33,470        33,470  

Leisure, Amusement, Motion Pictures, and Entertainment – 4.0%

        

SOG Specialty Knives & Tools, LLC – Term Debt (L+7.3%, 9.3% Cash, Due 8/2020)(L)

     6,200        6,200        6,200  

SOG Specialty Knives & Tools, LLC – Term Debt (L+8.3%, 10.3% Cash, Due 8/2020)(L)

     12,200        12,200        8,883  

SOG Specialty Knives & Tools, LLC – Term Debt (Due 8/2020)(L)(R)

     538        538        441  
     

 

 

    

 

 

 
        18,938        15,524  

Personal and Non-Durable Consumer Products (Manufacturing Only) – 5.5%

        

Pioneer Square Brands, Inc. – Term Debt (L+12.0%, 14.1% Cash, Due 8/2022)(L)

     21,000        21,000        21,000  

Telecommunications – 3.7%

        

B+T Group Acquisition, Inc.(M) – Term Debt (L+11.0%, 13.1% Cash, Due 12/2019)(L)

     14,000        14,000        14,000  

Textiles and Leather – 2.4%

        

Logo Sportswear, Inc. – Term Debt (L+10.5%, 12.6% Cash, Due 3/2020)(L)

     9,200        9,200        9,200  
     

 

 

    

 

 

 

Total Secured First Lien Debt

      $ 178,813      $ 172,236  
     

 

 

    

 

 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

10


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company and Investment(A)(B)(D)(E)

  Principal/Shares/
Units(F)(J)
    Cost     Fair Value  

Secured Second Lien Debt – 16.3%

     

Chemicals, Plastics, and Rubber – 6.5%

     

PSI Molded Plastics, Inc. – Term Debt (L+12.0%, 14.1% Cash, Due 1/2024)(G)(L)

  $ 24,618     $ 24,618     $ 24,618  

Diversified/Conglomerate Manufacturing – 3.2%

     

Alloy Die Casting Co.(M) – Term Debt (L+4.0%, 6.1% Cash, Due 4/2021)(K)

    12,215       12,215       10,993  

Alloy Die Casting Co.(M) – Term Debt (L+4.0%, 6.1% Cash, Due 4/2021)(K)

    175       175       158  

Alloy Die Casting Co.(M) – Term Debt (L+4.0%, 6.1% Cash, Due 4/2021)(K)

    910       910       824  
   

 

 

   

 

 

 
      13,300       11,975  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 4.2%

 

   

Cambridge Sound Management, Inc. – Term Debt (L+11.0%, 13.1% Cash, Due 8/2021)(L)

    16,000       16,000       16,000  

Personal and Non-Durable Consumer Products (Manufacturing Only) – 2.4%

     

The Mountain Corporation – Term Debt (L+4.0%, 7.0% Cash, Due 8/2021)(G)(L)

    18,600       18,600       6,133  

The Mountain Corporation – Term Debt (Due 8/2021)(L)(R)

    1,000       1,000       1,000  

The Mountain Corporation – Term Debt (Due 8/2021)(L)(R)

    1,500       1,500       1,500  

The Mountain Corporation – Delayed Draw Term Debt, $500 available (Due 8/2021)(L)(R)

    500       500       500  
   

 

 

   

 

 

 
      21,600       9,133  
   

 

 

   

 

 

 

Total Secured Second Lien Debt

    $ 75,518     $ 61,726  
   

 

 

   

 

 

 

Preferred Equity – 32.0%

     

Automobile – 0.0%

     

Meridian Rack & Pinion, Inc.(M) – Preferred Stock(C)(L)

    3,381     $ 3,381     $ —    

Beverage, Food, and Tobacco – 0.7%

     

Head Country, Inc. – Preferred Stock(C)(L)

    4,000       4,000       2,499  

Cargo Transport – 0.0%

     

NDLI, Inc. – Preferred Stock(C)(L)(V)

    3,600       3,600       —    

Chemicals, Plastics, and Rubber – 0.0%

     

PSI Molded Plastics, Inc. – Preferred Stock(C)(L)

    51,098       8,980       —    

Diversified/Conglomerate Manufacturing – 1.0%

     

Alloy Die Casting Co.(M) – Preferred Stock(C)(L)

    5,114       5,114       —    

Channel Technologies Group, LLC – Preferred Stock(C)(L)

    2,279       1,841       —    

Edge Adhesives Holdings, Inc.(M) – Preferred Stock(C)(L)

    3,774       3,774       3,842  
   

 

 

   

 

 

 
      10,729       3,842  

Diversified/Conglomerate Services – 6.4%

     

ImageWorks Display and Marketing Group, Inc. – Preferred Stock(C)(L)

    67,490       6,750       9,410  

J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock(C)(L)

    5,920       5,920       15,031  
   

 

 

   

 

 

 
      12,670       24,441  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 18.5%

 

   

Brunswick Bowling Products, Inc. – Preferred Stock(C)(L)

    4,943       4,943       20,550  

Cambridge Sound Management, Inc. – Preferred Stock(C)(L)

    4,500       4,500       38,732  

Old World Christmas, Inc. – Preferred Stock(C)(L)

    6,180       6,180       10,976  
   

 

 

   

 

 

 
      15,623       70,258  

Leisure, Amusement, Motion Pictures, and Entertainment – 0.0%

     

SOG Specialty Knives & Tools, LLC – Preferred Stock(C)(L)

    9,749       9,749       —    

Personal and Non-Durable Consumer Products (Manufacturing Only) – 2.5%

     

The Mountain Corporation – Preferred Stock(C)(L)

    6,899       6,899       —    

Pioneer Square Brands, Inc. – Preferred Stock(C)(L)

    5,502       5,500       9,609  
   

 

 

   

 

 

 
      12,399       9,609  

Telecommunications – 0.0%

     

B+T Group Acquisition, Inc.(M) – Preferred Stock(C)(L)

    12,841       4,196       —    

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

11


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company and Investment(A)(B)(D)(E)

   Principal/Shares/
Units(F)(J)
     Cost      Fair Value  

Textiles and Leather – 2.9%

        

Logo Sportswear, Inc. – Preferred Stock(C)(L)

     1,550      $ 1,096      $ 10,903  
     

 

 

    

 

 

 

Total Preferred Equity

      $ 86,423      $ 121,552  
     

 

 

    

 

 

 

Common Equity – 0.0%

        

Cargo Transport – 0.0%

        

NDLI, Inc. – Common Stock(C)(L)(V)

     545      $ —        $ —    

Diversified/Conglomerate Manufacturing – 0.0%

        

Alloy Die Casting Co.(M) – Common Stock(C)(L)

     630        41        —    

Channel Technologies Group, LLC – Common Stock(C)(L)

     2,319,184        —          —    

D.P.M.S., Inc. – Common Stock(C)(L)

     627        1        —    
     

 

 

    

 

 

 
        42        —    

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%

        

The Mountain Corporation – Common Stock(C)(L)

     751        1        —    
     

 

 

    

 

 

 

Total Common Equity

      $ 43      $ —    
     

 

 

    

 

 

 

Total Affiliate Investments

      $ 340,797      $ 355,514  
     

 

 

    

 

 

 

CONTROL INVESTMENTS(P) – 4.1%:

        

Secured First Lien Debt – 1.3%

        

Aerospace and Defense – 1.3%

        

Galaxy Tool Holding Corporation – Line of Credit, $0 available (L+4.5%, 6.6% Cash (1.0% Unused Fee), Due 8/2019)(L)

   $ 5,000      $ 5,000      $ 5,000  

Secured Second Lien Debt – 1.3%

        

Aerospace and Defense – 1.3%

        

Galaxy Tool Holding Corporation – Term Debt (L+6.0%, 10.0% Cash, Due 8/2019)(L)

   $ 5,000      $ 5,000      $ 5,000  

Preferred Equity – 1.5%

        

Aerospace and Defense – 1.5%

        

Galaxy Tool Holding Corporation – Preferred Stock(C)(L)

     5,517,444      $ 11,464      $ 5,695  

Common Equity – 0.0%

        

Aerospace and Defense – 0.0%

        

Galaxy Tool Holding Corporation – Common Stock(C)(L)

     88,843      $ 48      $ —    
     

 

 

    

 

 

 

Total Control Investments

      $ 21,512      $ 15,695  
     

 

 

    

 

 

 

TOTAL INVESTMENTS – 165.7%

      $ 596,949      $ 629,318  
     

 

 

    

 

 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

12


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

(A)  Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, totaling $533.0 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 June 30, 2018, 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 0.2% of total investments, at fair value.
(B)  Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate (“LIBOR” or “L”), which was 2.1% as of June 30, 2018. If applicable, paid-in-kind (“PIK”) 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 LIBOR 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 June 30, 2018.
(E)  Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the FASB Accounting Standard 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)  $5.1 million of the debt security was participated to a third party, but is accounted for as collateral for a secured borrowing under accounting principles generally accepted in the U.S. and presented as Secured borrowing on our accompanying Consolidated Statements of Assets and Liabilities as of June 30, 2018.
(I)  Debt security has a fixed interest rate.
(J)  Represents the principal balance for debt investments and the number of shares/units held for equity investments. Warrants are represented as a percentage of ownership, as applicable.
(K)  Fair value was based on internal yield analysis or on estimates of value submitted by ICE Data Pricing and Reference Data, LLC (formerly Standard and Poor’s Securities Evaluations, Inc.). Refer to Note 3 — Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(L)  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.
(M)  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 (“SEC”).
(N)  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.
(O)  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.
(P)  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.
(Q)  Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to occur imminently.
(R)  Debt security does not have a stated current interest rate.
(S)  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 Stock Market under the trading symbol “FNKO.” Refer to Note 3 — Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(T)  New portfolio investment valued at cost, as it was determined that the price paid during the three months ended June 30, 2018 best represents fair value as of June 30, 2018.
(U)  Refer to Note 11 — Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information regarding this guaranty.
(V) Investment was exited subsequent to June 30, 2018. Refer to Note 13 — Subsequent Events in the accompanying Notes to Consolidated Financial Statements for additional information

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

13


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company and Investment(A)(B)(D)(E)

  Principal/Shares/
Units(F)(J)
    Cost     Fair Value  

NON-CONTROL/NON-AFFILIATE INVESTMENTS(N) – 69.8%

     

Secured First Lien Debt – 35.8%

     

Chemicals, Plastics, and Rubber – 2.8%

     

Drew Foam Companies, Inc. – Term Debt (L+10.0%, 13.5% Cash, Due 7/2018)(Q)

  $ 9,913     $ 9,913     $ 9,987  

Containers, Packaging, and Glass – 2.7%

     

Frontier Packaging, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 12/2019)(L)

    9,500       9,500       9,500  

Diversified/Conglomerate Services – 10.4%

     

Counsel Press, Inc. – Term Debt (L+11.8%, 13.6% Cash, Due 3/2020)(L)

    18,000       18,000       18,000  

Counsel Press, Inc. – Term Debt (L+13.0%, 14.9% Cash, Due 3/2020)(L)

    5,500       5,500       5,500  

Nth Degree, Inc. – Term Debt (L+11.5%, 13.4% Cash, Due 12/2020)(L)

    13,290       13,290       13,290  
   

 

 

   

 

 

 
      36,790       36,790  

Farming and Agriculture – 4.5%

     

Jackrabbit, Inc. – Term Debt (L+10.0%, 13.5% Cash, Due 4/2018)(L)

    11,000       11,000       11,000  

Star Seed, Inc. – Term Debt (L+10.0%, 12.5% Cash, Due 5/2020)(L)

    5,000       5,000       5,000  
   

 

 

   

 

 

 
      16,000       16,000  

Leisure, Amusement, Motion Pictures, and Entertainment – 7.8%

     

Schylling, Inc. – Term Debt (L+11.0%, 13.0%, Due 11/2018)(L)

    13,081       13,081       13,081  

Schylling, Inc. – Term Debt (L+11.0%, 13.0%, Due 11/2018)(T)

    8,500       8,500       8,500  

Schylling, Inc. – Term Debt (L+11.0%, 13.0%, Due 11/2018)(T)

    6,000       6,000       6,000  
   

 

 

   

 

 

 
      27,581       27,581  

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 5.6%

     

SBS Industries, LLC – Line of Credit, $1,500 available (L+8.5%, 10.4% Cash (1.0% Unused Fee), Due 6/2018)(L)

    —         —         —    

SBS Industries, LLC – Term Debt (L+12.0%, 14.0% Cash, Due 6/2020)(L)

    19,957       19,957       19,957  
   

 

 

   

 

 

 
      19,957       19,957  

Oil and Gas – 0.9%

     

Tread Corporation – Line of Credit, $634 available (L+10.0%, 12.5% Cash, Due 3/2021)(G)(L)

    3,216       3,216       3,216  

Personal, Food, and Miscellaneous Services – 1.1%

     

B-Dry, LLC – Line of Credit, $100 available (L+0.3%, 2.1% Cash (0.8% Unused Fee), Due 12/2018)(L)

    4,550       4,550       3,882  

B-Dry, LLC – Term Debt (L+0.3%, 2.1% Cash, Due 12/2019)(L)

    6,443       6,443       —    

B-Dry, LLC – Term Debt (L+0.3%, 2.1% Cash, Due 12/2019)(L)

    840       840       —    
   

 

 

   

 

 

 
      11,833       3,882  
   

 

 

   

 

 

 

Total Secured First Lien Debt

    $ 134,790     $ 126,913  
   

 

 

   

 

 

 

Secured Second Lien Debt – 8.6%

     

Automobile – 1.1%

     

Country Club Enterprises, LLC – Term Debt (L+11.0%, 18.7% Cash, Due 5/2018)(L)

  $ 4,000     $ 4,000     $ 4,000  

Cargo Transport – 3.7%

     

Diligent Delivery Systems – Term Debt (L+8.0%, 10.0% Cash, Due 11/2022)(Q)

    13,000       12,916       13,000  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 3.8%

     

Ginsey Home Solutions, Inc. – Term Debt (L+10.0%, 13.5% Cash, Due 1/2021)(H)(L)

    13,300       13,300       13,300  
   

 

 

   

 

 

 

Total Secured Second Lien Debt

    $ 30,216     $ 30,300  
   

 

 

   

 

 

 

Preferred Equity – 17.3%

     

Automobile – 0.3%

     

Country Club Enterprises, LLC – Preferred Stock(C)(L)

    7,304,792     $ 7,725     $ 1,010  

Country Club Enterprises, LLC – Guaranty ($2,000)(U)

    —         —         —    
   

 

 

   

 

 

 
      7,725       1,010  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

14


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company and Investment(A)(B)(D)(E)

  Principal/Shares/
Units(F)(J)
    Cost     Fair Value  

Chemicals, Plastics, and Rubber – 1.0%

     

Drew Foam Companies, Inc. – Preferred Stock(C)(Q)

    34,045     $ 3,375     $ 3,375  

Containers, Packaging, and Glass – 0.4%

     

Frontier Packaging, Inc. – Preferred Stock(C)(L)

    1,373       1,373       1,428  

Diversified/Conglomerate Services – 9.2%

     

Counsel Press, Inc. – Preferred Stock(C)(L)

    6,995       6,995       6,303  

Nth Degree, Inc. – Preferred Stock(C)(L)

    5,660       5,660       26,424  
   

 

 

   

 

 

 
      12,655       32,727  

Farming and Agriculture – 1.4%

     

Jackrabbit, Inc. – Preferred Stock(C)(L)

    3,556       3,556       2,518  

Star Seed, Inc. – Preferred Stock(C)(L)

    1,499       1,499       2,376  
   

 

 

   

 

 

 
      5,055       4,894  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 3.5%

     

Ginsey Home Solutions, Inc. – Preferred Stock(C)(L)

    19,280       9,583       12,555  

Leisure, Amusement, Motion Pictures, and Entertainment – 0.0%

     

Schylling, Inc. – Preferred Stock(C)(L)

    4,000       4,000       —    

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.6%

     

SBS Industries, LLC – Preferred Stock(C)(L)

    27,705       2,771       1,958  

Oil and Gas – 0.9%

     

Tread Corporation – Preferred Stock(C)(L)

    12,998,639       3,768       3,335  

Personal, Food, and Miscellaneous Services – 0.0%

     

B-Dry, LLC – Preferred Stock(C)(L)

    2,500       2,516       —    
     
   

 

 

   

 

 

 

Total Preferred Equity

    $ 52,821     $ 61,282  
   

 

 

   

 

 

 

Common Equity – 8.1%

     

Cargo Transport – 0.7%

     

Diligent Delivery Systems – Common Stock Warrants(C)(Q)

    8   $ 500     $ 2,816  

Chemicals, Plastics, and Rubber – 4.1%

     

Drew Foam Companies, Inc. – Common Stock(C)(Q)

    5,372       63       14,744  

Containers, Packaging, and Glass – 3.0%

     

Frontier Packaging, Inc. – Common Stock(C)(L)

    152       152       10,459  

Farming and Agriculture – 0.2%

     

Jackrabbit, Inc. – Common Stock(C)(L)

    548       94       —    

Star Seed, Inc. – Common Stock(C)(L)

    600       1       589  
   

 

 

   

 

 

 
      95       589  

Home and Office Furnishings, Housewares, and Durable Consumer Products –0.0%

     

Ginsey Home Solutions, Inc. – Common Stock(C)(L)

    63,747       8       —    

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 0.0%

     

SBS Industries, LLC – Common Stock(C)(L)

    221,500       222       —    

Oil and Gas – 0.0%

     

Tread Corporation – Common Stock(C)(L)

    10,089,048       753       —    

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.1%

     

Funko Acquisition Holdings, LLC(M) – Common Units(C)(S)

    67,873       167       194  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS

 

15


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company and Investment(A)(B)(D)(E)

  Principal/Shares/
Units(F)(J)
    Cost     Fair Value  

Personal, Food, and Miscellaneous Services – 0.0%

     

B-Dry, LLC – Common Stock(C)(L)

    2,500     $ 300     $ —    
   

 

 

   

 

 

 

Total Common Equity

    $ 2,260     $ 28,802  
   

 

 

   

 

 

 
   

 

 

   

 

 

 

Total Non-Control/Non-Affiliate Investments

    $ 220,087     $ 247,297  
   

 

 

   

 

 

 

AFFILIATE INVESTMENTS(O) – 95.8%

     

Secured First Lien Debt – 49.1%

     

Automobile – 2.3%

     

Meridian Rack & Pinion, Inc.(M) – Term Debt (L+11.5%, 13.5% Cash,
Due 4/2019)(K)

  $ 9,660     $ 9,660     $ 8,018  

Beverage, Food, and Tobacco – 2.6%

     

Head Country, Inc. – Term Debt (L+10.5%, 12.5% Cash, Due 2/2019)(L)

    9,050       9,050       9,050  

Diversified/Conglomerate Manufacturing – 5.0%

     

D.P.M.S., Inc. – Term Debt (10.0% Cash, Due 10/2021)(I)(L)

    8,795       8,795       7,028  

Edge Adhesives Holdings, Inc.(M) – Term Debt (L+10.5%, 12.5% Cash,
Due 2/2019)(K)

    9,300       9,300       8,742  

Edge Adhesives Holdings, Inc.(M) – Term Debt (L+11.8%, 13.8% Cash,
Due 2/2019)(K)

    2,400       2,400       2,268  
   

 

 

   

 

 

 
      20,495       18,038  

Diversified/Conglomerate Services – 12.2%

     

ImageWorks Display and Marketing Group, Inc. – Line of Credit, $2,700 available (L+9.0%, 10.9% Cash, Due 5/2018)(L)

    300       300       300  

ImageWorks Display and Marketing Group, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 11/2022)(L)

    22,000       22,000       22,000  

J.R. Hobbs Co. – Atlanta, LLC – Term Debt (L+11.5%, 13.4% Cash, Due 2/2022)(L)

    21,000       21,000       21,000  
   

 

 

   

 

 

 
      43,300       43,300  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 9.4%

     

Brunswick Bowling Products, Inc. – Term Debt (L+10.0%, 12.0% Cash, Due 1/2023)(L)

    17,700       17,700       17,700  

Old World Christmas, Inc. – Term Debt (L+11.3%, 13.3% Cash, Due 10/2019)(L)

    15,770       15,770       15,770  
   

 

 

   

 

 

 
      33,470       33,470  

Leisure, Amusement, Motion Pictures, and Entertainment – 4.4%

     

SOG Specialty Knives & Tools, LLC – Term Debt (L+7.3%, 9.3% Cash,
Due 8/2020)(L)

    6,200       6,200       6,200  

SOG Specialty Knives & Tools, LLC – Term Debt (L+8.3%, 10.3% Cash,
Due 8/2020)(L)

    12,200       12,200       8,827  

SOG Specialty Knives & Tools, LLC – Term Debt (Due 8/2020)(L)(R)

    538       538       440  
   

 

 

   

 

 

 
      18,938       15,467  

Personal and Non-Durable Consumer Products (Manufacturing Only) – 6.6%

     

Pioneer Square Brands, Inc. – Line of Credit, $600 available (L+9.0%, 10.9% Cash (1.0% Unused Fee), Due 4/2018)(L)

    2,400       2,400       2,400  

Pioneer Square Brands, Inc. – Term Debt (L+12.0%, 13.9% Cash, Due 8/2022)(L)

    21,000       21,000       21,000  
   

 

 

   

 

 

 
      23,400       23,400  

Telecommunications – 4.0%

     

B+T Group Acquisition, Inc.(M) – Term Debt (L+11.0%, 13.0% Cash,
Due 12/2019)(L)

    14,000       14,000       14,000  

Textiles and Leather – 2.6%

     

Logo Sportswear, Inc. – Term Debt (L+10.5%, 12.5% Cash, Due 3/2020)(L)

    9,200       9,200       9,200  
   

 

 

   

 

 

 

Total Secured First Lien Debt

    $ 181,513     $ 173,943  
   

 

 

   

 

 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

16


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company and Investment(A)(B)(D)(E)

  Principal/Shares/
Units(F)(J)
    Cost     Fair Value  

Secured Second Lien Debt – 17.5%

     

Chemicals, Plastics, and Rubber – 7.0%

     

PSI Molded Plastics, Inc. – Term Debt (L+12.0%, 13.9% Cash, Due 1/2024)(L)

  $ 24,618     $ 24,618     $ 24,618  

Diversified/Conglomerate Manufacturing – 2.8%

     

Alloy Die Casting Co.(M) – Term Debt (L+11.5%, 13.5% Cash, Due 4/2021)(G)(K)

    12,215       12,215       9,161  

Alloy Die Casting Co.(M) – Term Debt (L+11.5%, 13.5% Cash, Due 4/2021)(G)(K)

    175       175       131  

Alloy Die Casting Co.(M) – Term Debt (Due 4/2021)(K)(R)

    910       910       687  
   

 

 

   

 

 

 
      13,300       9,979  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 4.5%

     

Cambridge Sound Management, Inc. – Term Debt (L+11.0%, 13.0% Cash, Due 8/2021)(L)

    16,000       16,000       16,000  

Personal and Non-Durable Consumer Products (Manufacturing Only) – 3.2%

     

The Mountain Corporation – Term Debt (L+4.0%, 7.0% Cash, Due 8/2021)(L)

    18,600       18,600       8,692  

The Mountain Corporation – Term Debt (Due 8/2021)(L)(R)

    1,000       1,000       1,000  

The Mountain Corporation – Term Debt (Due 8/2021)(L)(R)

    1,500       1,500       1,500  

The Mountain Corporation – Delayed Draw Term Debt, $750 available
(Due 8/2021)(L)(R)

    250       250       250  
   

 

 

   

 

 

 
      21,350       11,442  
   

 

 

   

 

 

 

Total Secured Second Lien Debt

    $ 75,268     $ 62,039  
   

 

 

   

 

 

 

Preferred Equity – 29.2%

     

Automobile – 0.2%

     

Meridian Rack & Pinion, Inc.(M) – Preferred Stock(C)(L)

    3,381     $ 3,381     $ 802  

Beverage, Food, and Tobacco – 0.7%

     

Head Country, Inc. – Preferred Stock(C)(L)

    4,000       4,000       2,555  

Cargo Transport – 0.0%

     

NDLI, Inc. – Preferred Stock(C)(L)

    3,600       3,600       —    

Chemicals, Plastics, and Rubber – 0.9%

     

PSI Molded Plastics, Inc. – Preferred Stock(C)(L)

    51,098       8,980       3,016  

Diversified/Conglomerate Manufacturing – 0.5%

     

Alloy Die Casting Co.(M) – Preferred Stock(C)(L)

    5,114       5,114       —    

Channel Technologies Group, LLC – Preferred Stock(C)(L)

    2,279       1,841       —    

Edge Adhesives Holdings, Inc.(M) – Preferred Stock(C)(L)

    3,774       3,774       1,925  
   

 

 

   

 

 

 
      10,729       1,925  

Diversified/Conglomerate Services – 6.8%

     

ImageWorks Display and Marketing Group, Inc. – Preferred Stock(C)(L)

    67,490       6,750       9,422  

J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock(C)(L)

    5,920       5,920       14,480  
   

 

 

   

 

 

 
      12,670       23,902  

Home and Office Furnishings, Housewares, and Durable Consumer Products – 15.0%

     

Brunswick Bowling Products, Inc. – Preferred Stock(C)(L)

    4,943       4,943       16,615  

Cambridge Sound Management, Inc. – Preferred Stock(C)(L)

    4,500       4,500       26,178  

Old World Christmas, Inc. – Preferred Stock(C)(L)

    6,180       6,180       10,411  
   

 

 

   

 

 

 
      15,623       53,204  

Leisure, Amusement, Motion Pictures, and Entertainment – 0.0%

     

SOG Specialty Knives & Tools, LLC – Preferred Stock(C)(L)

    9,749       9,749       —    

Personal and Non-Durable Consumer Products (Manufacturing Only) – 2.2%

     

The Mountain Corporation – Preferred Stock(C)(L)

    6,899       6,899       —    

Pioneer Square Brands, Inc. – Preferred Stock(C)(L)

    5,502       5,500       7,800  
   

 

 

   

 

 

 
      12,399       7,800  

Telecommunications – 0.0%

     

B+T Group Acquisition, Inc.(M) – Preferred Stock(C)(L)

    12,841       4,196       —    

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

17


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company and Investment(A)(B)(D)(E)

   Principal/Shares/
Units(F)(J)
     Cost      Fair Value  

Textiles and Leather – 2.9%

        

Logo Sportswear, Inc. – Preferred Stock(C)(L)

     1,550      $ 1,096      $ 10,207  
     

 

 

    

 

 

 

Total Preferred Equity

      $ 86,423      $ 103,411  
     

 

 

    

 

 

 

Common Equity – 0.0%

        

Cargo Transport – 0.0%

        

NDLI, Inc. – Common Stock(C)(L)

     545      $ —        $ —    

Diversified/Conglomerate Manufacturing – 0.0%

        

Alloy Die Casting Co.(M) – Common Stock(C)(L)

     630        41        —    

Channel Technologies Group, LLC – Common Stock(C)(L)

     2,319,184        —          —    

D.P.M.S., Inc. – Common Stock(C)(L)

     627        1        —    
     

 

 

    

 

 

 
        42        —    

Personal and Non-Durable Consumer Products (Manufacturing Only) – 0.0%

        

The Mountain Corporation – Common Stock(C)(L)

     751        1        —    
     

 

 

    

 

 

 

Total Common Equity

      $ 43      $ —    
     

 

 

    

 

 

 

Total Affiliate Investments

      $ 343,247      $ 339,393  
     

 

 

    

 

 

 

CONTROL INVESTMENTS(P) – 3.5%:

        

Secured First Lien Debt – 1.4%

        

Aerospace and Defense – 1.4%

        

Galaxy Tool Holding Corporation – Line of Credit, $0 available (L+4.5%, 6.5% Cash (1.0% Unused Fee), Due 8/2019)(L)

   $ 5,000      $ 5,000      $ 5,000  

Secured Second Lien Debt – 1.4%

        

Aerospace and Defense – 1.4%

        

Galaxy Tool Holding Corporation – Term Debt (L+6.0%, 10.0% Cash, Due 8/2019)(L)

   $ 5,000      $ 5,000      $ 5,000  

Preferred Equity – 0.7%

        

Aerospace and Defense – 0.7%

        

Galaxy Tool Holding Corporation – Preferred Stock(C)(L)

     5,517,444      $ 11,464      $ 2,457  

Common Equity – 0.0%

        

Aerospace and Defense – 0.0%

        

Galaxy Tool Holding Corporation – Common Stock(C)(L)

     88,843      $ 48      $ —    
     

 

 

    

 

 

 

Total Control Investments

      $ 21,512      $ 12,457  
     

 

 

    

 

 

 

TOTAL INVESTMENTS – 169.2%(V)

      $ 584,846      $ 599,147  
     

 

 

    

 

 

 

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

18


GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2018

(DOLLAR AMOUNTS IN THOUSANDS)

 

(A)  Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, totaling $504.0 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, 2018, 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)  Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate (“LIBOR” or “L”), which was 1.9% as of March 31, 2018. If applicable, paid-in-kind (“PIK”) 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 LIBOR 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, 2018.
(E)  Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the FASB Accounting Standard 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)  $5.1 million of the debt security was participated to a third party, but is accounted for as collateral for a secured borrowing under accounting principles generally accepted in the U.S. and presented as Secured borrowing on our accompanying Consolidated Statements of Assets and Liabilities as of March 31, 2018.
(I)  Debt security has a fixed interest rate.
(J)  Represents the principal balance for debt investments and the number of shares/units held for equity investments. Warrants are represented as a percentage of ownership, as applicable.
(K)  Fair value was based on internal yield analysis or on estimates of value submitted by ICE Data Pricing and Reference Data, LLC (formerly Standard and Poor’s Securities Evaluations, Inc.). Refer to Note 3 — Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(L)  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.
(M) 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 (“SEC”).
(N)  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.
(O)  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.
(P)  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.
(Q)  Fair value was based on the expected exit or payoff amount, where such event has occurred or is expected to occur imminently.
(R)  Debt security does not have a stated current interest rate.
(S)  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 the expiration of a lock-up agreement and meeting certain other 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 Stock Market under the trading symbol “FNKO.” Refer to Note 3 — Investments in the accompanying Notes to Consolidated Financial Statements for additional information.
(T)  New portfolio investment valued at cost, as it was determined that the price paid during the three months ended March 31, 2018 best represents fair value as of March 31, 2018.
(U)  Refer to Note 11—Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information regarding this guaranty.
(V)  Cumulative gross unrealized depreciation for federal income tax purposes is $95.2 million; cumulative gross unrealized appreciation for federal income tax purposes is $113.6 million. Cumulative net unrealized appreciation is $18.4 million, based on a tax cost of $580.8 million.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS.

 

19


GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2018

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND AS OTHERWISE INDICATED)

(UNAUDITED)

NOTE 1. ORGANIZATION

Gladstone Investment Corporation (“Gladstone Investment”) was incorporated under the General Corporation Law of the State of Delaware on February 18, 2005, and completed an initial public offering on June 22, 2005. The terms “the Company,” “we,” “our” and “us” all refer to Gladstone Investment and its consolidated subsidiaries. We are an externally advised, closed-end, non-diversified management investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and is applying the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services-Investment Companies (“ASC 946”). In addition, we have elected to be treated for tax purposes as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”). We were established for the purpose of investing in debt and equity securities of established private businesses in the United States (“U.S.”). Debt investments primarily take the form of two types of loans: secured first lien loans and secured second lien loans. Equity investments primarily take the form of preferred or common equity (or warrants or options to acquire the foregoing), often in connection with buyouts and other recapitalizations. Our investment objectives are to: (i) achieve and grow current income by investing in debt securities of established businesses that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness and make distributions to stockholders that grow over time, and (ii) provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities of established businesses, generally in combination with the aforementioned debt securities, that we believe can grow over time to permit us to sell our equity investments for capital gains. We intend that our investment portfolio over time will consist of approximately 75.0% in debt investments and 25.0% in equity investments, at cost.

Gladstone Business Investment, LLC (“Business Investment”), a wholly-owned subsidiary of ours, was established on August 11, 2006 for the sole purpose of owning our portfolio of investments in connection with our line of credit. The financial statements of Business Investment are consolidated with those of Gladstone Investment. We also have significant subsidiaries (as defined under Rule 1-02(w) of the U.S. Securities and Exchange Commission’s (“SEC”) Regulation S-X) whose financial statements are not consolidated with ours. Refer to Note 12—Unconsolidated Significant Subsidiaries for additional information regarding our unconsolidated significant subsidiaries.

We are externally managed by Gladstone Management Corporation (the “Adviser”), an affiliate of ours and an SEC registered investment adviser, pursuant to an investment advisory agreement and management agreement (the “Advisory Agreement”). Administrative services are provided by Gladstone Administration, LLC (the “Administrator”), an affiliate of ours and the Adviser, pursuant to an administration agreement (the “Administration Agreement”). Refer to Note 4 — Related Party Transactions for more information regarding these arrangements.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements and Basis of Presentation

We prepare our interim financial statements in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6 and 10 of SEC Regulation S-X under the Securities Exchange Act of 1934, as amended. Accordingly, we have not included in this quarterly report all of the information and notes required by GAAP for annual financial statements. The accompanying Consolidated Financial Statements include our accounts and those of our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. In accordance with Article 6 of Regulation S-X, under the Securities Act of 1933, we do not consolidate portfolio company investments. Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies, codified in ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries. In our opinion, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included. The results of operations for the three months ended June 30, 2018 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ending March 31, 2019 or any future interim period. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended March 31, 2018, as filed with the SEC on May 15, 2018.

 

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Use of Estimates

Preparing financial statements requires management to make estimates and assumptions that affect the amounts reported in our accompanying Consolidated Financial Statements and accompanying notes. Actual results may differ from those estimates.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation in the Consolidated Financial Statements and the accompanying Notes to Consolidated Financial Statements. Reclassifications did not impact net increase in net assets resulting from operations, total assets, total liabilities, or total net assets, or Statement of Changes in Net Assets and Statement of Cash Flows classifications.

Investment Valuation Policy

Accounting Recognition

We record our investments at fair value in accordance with the FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) and the 1940 Act. Investment transactions are recorded on the trade date. Realized gains or losses are generally measured by the difference between the net proceeds from the repayment or sale and the cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, and include investments charged off during the period, net of recoveries. Unrealized appreciation or depreciation primarily reflects the change in investment fair values, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Board Responsibility

In accordance with the 1940 Act, our Board of Directors has the ultimate responsibility for reviewing and approving, in good faith, the fair value of our investments based on our investment valuation policy (which has been approved by our Board of Directors) (the “Policy”). Such review occurs in three phases. First, prior to its quarterly meetings, the Board of Directors receives written valuation recommendations and supporting materials provided by professionals of the Adviser and Administrator with oversight and direction from the chief valuation officer (the “Valuation Team”). Second, the Valuation Committee of our Board of Directors (comprised entirely of independent directors) meets to review the valuation recommendations and supporting materials, presented by the chief valuation officer. Third, after the Valuation Committee concludes its meeting, it and the chief valuation officer present the Valuation Committee’s findings to the entire Board of Directors so that the full Board of Directors may review and approve the fair value of our investments in accordance with the Policy.

There is no single standard for determining fair value (especially for privately-held businesses), as fair value depends upon the specific facts and circumstances of each individual investment. In determining the fair value of our investments, the Valuation Team, led by the chief valuation officer, uses the Policy and each quarter the Valuation Committee and Board of Directors review the Policy to determine if changes thereto are advisable and also review whether the Valuation Team has applied the Policy consistently.

Use of Third Party Valuation Firms

The Valuation Team engages third party valuation firms to provide independent assessments of fair value of certain of our investments.

ICE Data Pricing and Reference Data, LLC (“ICE”) (formerly Standard and Poor’s Securities Evaluations, Inc.), a valuation specialist, generally provides estimates of fair value on our debt investments. The Valuation Team generally assigns ICE’s estimates of fair value to our debt investments where we do not have the ability to effectuate a sale of the applicable portfolio company. The Valuation Team corroborates ICE’s estimates of fair value using one or more of the valuation techniques discussed below. The Valuation Team’s estimate of value on a specific debt investment may significantly differ from ICE’s. When this occurs, our Valuation Committee and Board of Directors review whether the Valuation Team has followed the Policy and whether the Valuation Team’s recommended fair value is reasonable in light of the Policy and other facts and circumstances and then votes to accept or reject the Valuation Team’s recommended fair value.

We may engage other independent valuation firms to provide earnings multiple ranges, as well as other information, and evaluate such information for incorporation into the total enterprise value (“TEV”) of certain of our investments. Generally, at least once per year, we engage an independent valuation firm to value or review the valuation of our significant equity investments, which includes providing the information noted above. The Valuation Team evaluates such information for incorporation into our TEV, including review of all inputs provided by the independent valuation firm. The Valuation Team then makes a recommendation to our Valuation Committee and Board of Directors as to the fair value. Our Board of Directors reviews the recommended fair value and whether it is reasonable in light of the Policy and other relevant facts and circumstances and then votes to accept or reject the Valuation Team’s recommended fair value.

 

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Valuation Techniques

In accordance with ASC 820, the Valuation Team uses the following techniques when valuing our investment portfolio:

 

    Total Enterprise Value—In determining the fair value using a TEV, the Valuation Team first calculates the TEV of the portfolio company by incorporating some or all of the following factors: the portfolio company’s ability to make payments and other specific portfolio company attributes; the earnings of the portfolio company (the trailing or projected twelve month revenue or earnings before interest, taxes, depreciation and amortization (“EBITDA”)); EBITDA obtained from our indexing methodology whereby the original transaction EBITDA at the time of our closing is indexed to a general subset of comparable disclosed transactions and EBITDA from recent sales to third parties of similar securities in similar industries; a comparison to publicly traded securities in similar industries, and other pertinent factors. The Valuation Team generally reviews industry statistics and may use outside experts when gathering this information. Once the TEV is determined for a portfolio company, the Valuation Team generally allocates the TEV to the portfolio company’s securities based on the facts and circumstances of the securities, which typically results in the allocation of fair value to securities based on the order of their relative priority in the capital structure. Generally, the Valuation Team uses TEV to value our equity investments and, in the circumstances where we have the ability to effectuate a sale of a portfolio company, our debt investments.

TEV is primarily calculated using EBITDA; however, TEV may also be calculated using revenue multiples or a discounted cash flow (“DCF”) analysis whereby future expected cash flows of the portfolio company are discounted to determine a net present value using estimated risk-adjusted discount rates, which incorporate adjustments for nonperformance and liquidity risks. Generally, the Valuation Team uses a DCF analysis to calculate TEV to corroborate estimates of value for our equity investments where we do not have the ability to effectuate a sale of a portfolio company or for debt of credit impaired portfolio companies.

 

    Yield Analysis—The Valuation Team generally determines the fair value of our debt investments (where we do not have the ability to effectuate a sale of a portfolio company) using the yield analysis, which includes a DCF calculation and assumptions that the Valuation Team believes market participants would use, including, but not limited to: estimated remaining life; current market yield; current leverage; and interest rate spreads. This technique develops a modified discount rate that incorporates risk premiums including, among other things, increased probability of default, increased loss upon default and increased liquidity risk. Generally, the Valuation Team uses the yield analysis to corroborate both estimates of value provided by ICE and market quotes.

 

    Market Quotes—For our investments for which a limited market exists, we generally base fair value on readily available and reliable market quotations, which are corroborated by the Valuation Team (generally by using the yield analysis explained above). In addition, the Valuation Team assesses trading activity for similar investments and evaluates variances in quotations and other market insights to determine if any available quoted prices are reliable. Typically, the Valuation Team uses the lower indicative bid price (“IBP”) in the bid-to-ask price range obtained from the respective originating syndication agent’s trading desk on or near the valuation date. The Valuation Team may take further steps to consider additional information to validate that price in accordance with the Policy. For securities that are publicly traded, we generally base fair value on the closing market price of our shares as of the reporting date. For restricted securities that are publicly traded, we generally base fair value on the closing market price of our shares as of the reporting date less a discount for the restriction, which includes consideration of the nature and term to expiration of the restriction.

 

    Investments in Funds—For equity investments in other funds, where we cannot effectuate a sale, the Valuation Team generally determines the fair value of our uninvested capital at par value and of our invested capital at the Net Asset Value (“NAV”) provided by the fund. The Valuation Team may also determine fair value of our investments in other investment funds based on the capital accounts of the underlying entity.

In addition to the valuation techniques listed above, the Valuation Team may also consider other factors when determining the fair value of our investments, including but not limited to: the nature and realizable value of the collateral, including external parties’ guaranties; any relevant offers or letters of intent to acquire the portfolio company; timing of expected loan repayments; and the markets in which the portfolio company operates. New and follow-on debt and equity investments made during the current reporting quarter are generally valued at our original cost basis, as appropriate, as near-measurement date transaction value generally is a reasonable indicator of fair value.

 

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Fair value measurements of our investments may involve subjective judgments and estimates and, due to the uncertainty inherent in valuing these securities, the determinations of fair value may fluctuate from period to period and may differ materially from the values that could be obtained if a ready market for these securities existed. Our NAV could be materially affected if the determinations regarding the fair value of our investments are materially different from the values that we ultimately realize upon our disposal of such securities. Additionally, changes in the market environment and other events that may occur over the life of the investment may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which it is recorded.

Refer to Note 3 — Investments for additional information regarding fair value measurements and our application of ASC 820.

Revenue Recognition

Interest Income Recognition

Interest income, adjusted for amortization of premiums, amendment fees and acquisition costs and the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when a loan becomes 90 days or more past due, or if our qualitative assessment indicates that the debtor is unable to service its debt or other obligations, we will place the loan on non-accrual status and cease recognizing interest income on that loan until the borrower has demonstrated the ability and intent to pay contractual amounts due. However, we remain contractually entitled to this interest. Interest payments received on non-accrual loans may be recognized as income or applied to the cost basis, depending upon management’s judgment. Generally, non-accrual loans are restored to accrual status when past-due principal and interest are paid and, in management’s judgment, are likely to remain current, or, due to a restructuring, the interest income is deemed to be collectible. As of June 30, 2018, certain of our loans to B-Dry, LLC, The Mountain Corporation, and PSI Molded Plastics, Inc. were on non-accrual status, with an aggregate debt cost basis of $55.1 million, or 12.4% of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $33.8 million, or 8.2% of the fair value of all debt investments in our portfolio. As of March 31, 2018, certain of our loans to Alloy Die Casting Co. and Tread Corporation were on non-accrual status, with an aggregate debt cost basis of $15.6 million, or 3.6% of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $12.5 million, or 3.1% of the fair value of all debt investments in our portfolio.

Paid-in-kind (“PIK”) interest, computed at the contractual rate specified in the loan agreement, is added to the principal balance of the loan and recorded as interest income. As of June 30, 2018 and March 31, 2018, we did not have any loans with a PIK interest component.

Success Fee Income Recognition

We record success fees as income when earned, which often occurs upon receipt of cash. Success fees are generally contractually due upon a change of control in a portfolio company, typically resulting from an exit or sale.

Dividend Income Recognition

We accrue dividend income on preferred and common equity securities to the extent that such amounts are expected to be collected and if we have the option to collect such amounts in cash or other consideration.

Restricted Cash and Cash Equivalents

Restricted cash is generally cash held in escrow received as part of an investment exit. Restricted cash is carried at cost, which approximates fair value.

Deferred Financing and Offering Costs

Deferred financing and offering costs consist of costs incurred to obtain financing, including lender fees and legal fees. Certain costs associated with our revolving line of credit are deferred and amortized using the straight-line method, which approximates the effective interest method, over the term of the revolving line of credit. Costs associated with the issuance of our mandatorily redeemable preferred stock are presented as discounts to the liquidation value of the mandatorily redeemable preferred stock and are amortized using the straight-line method, which approximates the effective interest method, over the terms of the respective financings. Refer to Note 5 — Borrowings and Note 6 — Mandatorily Redeemable Preferred Stock for further discussion.

 

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Related Party Fees

We are party to the Advisory Agreement with the Adviser, which is owned and controlled by our chairman and chief executive officer. In accordance with the Advisory Agreement, we pay the Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee. Additionally, we pay the Adviser a loan servicing fee as compensation for its services as servicer under the terms of the Fifth Amended and Restated Credit Agreement dated April 30, 2013, as amended (the “Credit Facility”).

We are also party to the Administration Agreement with the Administrator, which is owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services.

Refer to Note 4 — Related Party Transactions for additional information regarding these related party fees and agreements.

Recent Accounting Pronouncements

In November 2016, the FASB issued Accounting Standards Update 2016-18,Restricted Cash (a consensus of the Emerging Issues Task Force)” (“ASU 2016-18”), which requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted, and we adopted ASU 2016-18 effective April 1, 2018. The adoption of ASU 2016-18 did not have a material impact on our financial position, results of operations, or cash flows.

In August 2016, the FASB issued Accounting Standards Update 2016-15,Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (“ASU 2016-15”), which is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted, and we adopted ASU 2016-15 effective April 1, 2018. The adoption of ASU 2016-15 did not have a material impact on our financial position, results of operations, or cash flows.

In January 2016, the FASB issued Accounting Standards Update 2016-01,Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which changes how entities measure certain equity investments and how entities present changes in the fair value of financial liabilities measured under the fair value option that are attributable to instrument-specific credit risk. ASU 2016-01 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted for certain aspects of ASU 2016-01 relating to the recognition of changes in fair value of financial liabilities when the fair value option is elected, and we adopted ASU 2016-01 effective April 1, 2018. The adoption of ASU 2016-01 did not have a material impact on our financial position, results of operations, or cash flows.

In May 2014, the FASB issued Accounting Standards Update 2014-09,Revenue from Contracts with Customers” (“ASU 2014-09”), which was amended in March 2016 by FASB Accounting Standards Update 2016-08, “Principal versus Agent Considerations” (“ASU 2016-08”), in April 2016 by FASB Accounting Standards Update 2016-10, “Identifying Performance Obligations and Licensing” (“ASU 2016-10”), in May 2016 by FASB Accounting Standards Update 2016-12, “Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), and in December 2016 by FASB Accounting Standards Update 2016-20, “Technical Corrections and Improvements to Topic 606” (“ASU 2016-20”). ASU 2014-09, as amended, supersedes or replaces nearly all GAAP revenue recognition guidance. The new guidance establishes a new control-based revenue recognition model, changes the basis for deciding when revenue is recognized over time or at a point in time, and will expand disclosures about revenue. In July 2015, the FASB issued Accounting Standards Update 2015-14,Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09. ASU 2014-09, as amended by ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20, is now effective for annual reporting periods beginning after December 15, 2017 and interim periods within those years, with early adoption permitted for annual reporting periods beginning after December 15, 2016 and interim periods within those years. We adopted ASU 2014-09, as amended, effective April 1, 2018. The adoption of ASU 2014-09, as amended, did not result in a material change in the timing of revenue recognition or a material impact on our financial position, results of operations, or cash flows from adopting this standard.

 

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NOTE 3. INVESTMENTS

Fair Value

In accordance with ASC 820, we determine the fair value of our investments to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date. This fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. ASC 820 also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of a financial instrument as of the measurement date.

 

    Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical financial instruments in active markets;

 

    Level 2 — inputs to the valuation methodology include quoted prices for similar financial instruments in active or inactive markets, and inputs that are observable for the financial instrument, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs are in those markets for which there are few transactions, the prices are not current, little public information exists, or instances where prices vary substantially over time or among brokered market makers; and

 

    Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are those inputs that reflect assumptions that market participants would use when pricing the financial instrument and can include the Valuation Team’s assumptions based upon the best available information.

When a determination is made to classify our investments within Level 3 of the valuation hierarchy, such determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable, or Level 3, inputs, observable inputs (or, components that are actively quoted and can be validated to external sources). The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

As of June 30, 2018 and March 31, 2018, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs.

We transfer investments in and out of Level 1, 2 and 3 of the valuation hierarchy as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. There were no transfers in or out of Level 1, 2 and 3 during the three months ended June 30, 2018. During the three months ended June 30, 2017, we transferred our investment in AquaVenture Holdings Limited, f/k/a Quench Holdings Corp., (“AquaVenture”) from Level 2 to Level 1 as a result of the expiration of the lock-up period from the initial public offering in October 2016 and subsequently sold our investment.

 

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As of June 30, 2018 and March 31, 2018, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:

 

            Fair Value Measurements  
     Fair Value      Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
     Significant
Other
Observable
Inputs

(Level 2)
    Significant
Unobservable
Inputs

(Level 3)
 

As of June 30, 2018:

          

Secured first lien debt

   $ 316,325      $ —        $ —       $ 316,325  

Secured second lien debt

     97,026        —          —         97,026  

Preferred equity

     200,252        —          —         200,252  

Common equity/equivalents

     15,715        —          712 (A)      15,003  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Investments at June 30, 2018

   $ 629,318      $ —        $ 712     $ 628,606  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

            Fair Value Measurements  
     Fair Value      Quoted Prices in
Active Markets
for Identical
Assets

(Level 1)
     Significant
Other
Observable
Inputs

(Level 2)
    Significant
Unobservable
Inputs

(Level 3)
 

As of March 31, 2018:

          

Secured first lien debt

   $ 305,856      $ —        $ —       $ 305,856  

Secured second lien debt

     97,339        —          —         97,339  

Preferred equity

     167,150        —          —         167,150  

Common equity/equivalents

     28,802        —          194 (B)      28,608  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Investments at March 31, 2018

   $ 599,147      $ —        $ 194     $ 598,953  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

  (A) Fair value was determined based on the closing market price of shares of Funko, Inc. (our units in Funko can be converted into shares of Funko, Inc.) at the reporting date less a discount for lack of marketability, as our investment was subject to certain restrictions.
  (B) Fair value was determined based on the closing market price of shares of Funko, Inc. (our units in Funko can be converted into shares of Funko, Inc.) at the reporting date less a discount for lack of marketability, as our investment was subject to a 180-day lock-up period, which expired in May 2018, and other restrictions.

 

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The following table presents our investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of June 30, 2018 and March 31, 2018, by caption on our accompanying Consolidated Statements of Assets and Liabilities, and by security type:

 

     Total Recurring Fair Value Measurements  
     Reported in Consolidated Statements  
     of Assets and Liabilities  
     Valued Using Level 3 Inputs  
     June 30, 2018      March 31, 2018  

Non-Control/Non-Affiliate Investments

     

Secured first lien debt

   $ 139,089      $ 126,913  

Secured second lien debt

     30,300        30,300  

Preferred equity

     73,005        61,282  

Common equity/equivalents(A)

     15,003        28,608  
  

 

 

    

 

 

 

Total Non-Control/Non-Affiliate Investments

     257,397        247,103  

Affiliate Investments

     

Secured first lien debt

     172,236        173,943  

Secured second lien debt

     61,726        62,039  

Preferred equity

     121,552        103,411  

Common equity/equivalents

     —          —    
  

 

 

    

 

 

 

Total Affiliate Investments

     355,514        339,393  

Control Investments

     

Secured first lien debt

     5,000        5,000  

Secured second lien debt

     5,000        5,000  

Preferred equity

     5,695        2,457  

Common equity/equivalents

     —          —    
  

 

 

    

 

 

 

Total Control Investments

     15,695        12,457  
  

 

 

    

 

 

 

Total investments at fair value using Level 3 inputs

   $ 628,606      $ 598,953  
  

 

 

    

 

 

 

 

(A) Excludes our investment in Funko with a fair value of $0.7 million and $0.2 million as of June 30, 2018 and March 31, 2018, respectively, which was valued using Level 2 inputs.

 

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In accordance with ASC 820, the following table provides quantitative information about our investments valued using Level 3 fair value measurements as of June 30, 2018 and March 31, 2018. The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to our fair value measurements. The weighted-average calculations in the table below are based on the principal balances for all debt-related calculations and on the cost basis for all equity-related calculations for the particular input.

 

     Quantitative Information about Level 3 Fair Value Measurements
     Fair Value
as of
June 30,
2018
    Fair Value
as of
March 31,
2018
    Valuation
Technique/

Methodology
   Unobservable
Input
   Range / Weighted- Average
as of

June 30, 2018
   Range / Weighted- Average
as of

March 31, 2018

Secured first lien debt

     $297,177 (A)      $286,828 (A)    TEV    EBITDA
multiple
   4.9x – 8.0x / 6.2x    4.7x –8.3x / 6.1x
          EBITDA    $1,439 – $16,767 /

$5,965

   $1,298 –$14,085 /

$5,575

          Revenue
multiple
   0.2x – 0.7x / 0.5x    0.3x – 0.7x / 0.6x
          Revenue    $15,223 – $30,502 /
$24,626
   $15,528 – $30,561 /
$24,780
     19,148       19,028     Yield Analysis    Discount Rate    16.7% – 23.7% / 19.9%    19.8% – 21.3% / 20.6%

Secured second lien debt

     85,051 (B)      87,360 (B)    TEV    EBITDA
multiple
   3.4x – 8.0x / 6.7x    3.3x – 6.8x / 6.2x
          EBITDA    $2,434 – $9,597 /
$6,580
   $2,683 – $8,795 /
$6,827
          Revenue
multiple
   0.9x – 0.9x / 0.9x    0.9x – 0.9x / 0.9x
          Revenue    $19,765 – $19,765 /
$19,765
   $21,439 – $21,439 /
$21,439
     11,975       9,979     Yield Analysis    Discount Rate    11.3% –11.3% / 11.3%    19.4% – 20.9% / 19.5%

Preferred equity(C)

     200,252       167,150     TEV    EBITDA
multiple
   3.4x – 8.0x / 6.2x    3.3x – 8.3x / 6.0x
          EBITDA    $1,439 – $16,767 /
$5,674
   $1,298 – $14,085 /
$5,344
          Revenue
multiple
   0.2x – 0.9x / 0.7x    0.3x – 0.9x / 0.7x
          Revenue    $15,223 – $30,502 /
$24,631
   $15,528 – $30,561 /
$25,303

Common equity/equivalents(D)(E)

     15,003       28,608     TEV    EBITDA
multiple
   5.1x – 6.4x / 5.8x    4.9x – 6.2x / 5.6x
          EBITDA    $1,439 – $5,705 /
$2,613
   $1,298 – $5,842 /
$2,491
          Revenue
multiple
   0.2x – 0.9x / 0.2x    0.3x – 0.9x / 0.3x
          Revenue    $15,223 – $ 19,765 /
$15,234
   $15,528 – $21,439 /
$15,543
  

 

 

   

 

 

            

Total

     $628,606       $598,953    
  

 

 

   

 

 

            

 

(A) Fair value as of June 30, 2018 includes one new proprietary debt investment of $23.0 million, which was valued at cost using the transaction price as the unobservable input. Fair value as of March 31, 2018 includes two new proprietary debt investments for a combined $14.5 million, which were valued at cost using the transaction price as the unobservable input, and one proprietary debt investment of $10.0 million, which was valued at the expected payoff amount as the unobservable input.
(B) Fair value as of both June 30, 2018 and March 31, 2018 includes one proprietary debt investment of $13.0 million, which was valued at the expected payoff amount as the unobservable input.
(C) Fair value as of June 30, 2018 includes one new proprietary equity investment of $4.9 million, which was valued at cost using the transaction price as the unobservable input. Fair value as of March 31, 2018 includes one proprietary equity investment of $3.4 million, which was valued at the expected payoff amount as the unobservable input.
(D) Fair value as of June 30, 2018 includes one proprietary equity investment of $2.4 million, which was valued at the expected payoff amount as the unobservable input. Fair value as of March 31, 2018 includes two proprietary equity investments for a combined $17.6 million, which were valued at the expected payoff amount as the unobservable input.
(E) Fair value as of both June 30, 2018 and March 31, 2018 excludes our investment in Funko with a fair value of $0.7 million and $0.2 million, respectively, which was valued using Level 2 inputs.

 

28


Fair value measurements can be sensitive to changes in one or more of the valuation inputs. Changes in discount rates, EBITDA or EBITDA multiples (or revenue or revenue multiples), each in isolation, may change the fair value of certain of our investments. Generally, an increase/(decrease) in discount rates or a (decrease)/increase in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in a (decrease)/increase in the fair value of certain of our investments.

Changes in Level 3 Fair Value Measurements of Investments

The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three months ended June 30, 2018 and 2017 for all investments for which the Adviser determines fair value using unobservable (Level 3) inputs.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

 

     Secured
First Lien
Debt
    Secured
Second Lien
Debt
    Preferred
Equity
    Common
Equity/
Equivalents
    Total  

Three months ended June 30, 2018:

          

Fair value as of March 31, 2018

   $ 305,856     $ 97,339     $ 167,150     $ 28,608     $ 598,953  

Total gain (loss):

          

Net realized gain(A)

                       13,786       13,786  

Net unrealized appreciation (depreciation)(B)

     155       (568     31,578       1,140       32,305  

Reversal of previously recorded appreciation upon realization(B)

     (74                 (14,681     (14,755

New investments, repayments and settlements(C):

          

Issuances / originations

     24,902       255       4,900             30,057  

Settlements / repayments

     (14,514                       (14,514

Sales

                 (3,376     (13,850     (17,226

Transfers

                              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value as of June 30, 2018

   $ 316,325     $ 97,026     $ 200,252     $ 15,003     $ 628,606  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     Secured
First Lien
Debt
    Secured
Second
Lien Debt
    Preferred
Equity
    Common
Equity/
Equivalents
    Total  

Three months ended June 30, 2017:

          

Fair value as of March 31, 2017

   $ 268,150     $ 95,040     $ 113,515     $ 21,441     $ 498,146  

Total gain (loss):

          

Net realized gain(A)

                 957             957  

Net unrealized appreciation (depreciation)(B)

     (638     212       1,128       1,105       1,807  

Reversal of previously recorded (appreciation) depreciation upon realization(B)

     1,881       (1,670     (1,113     777       (125

New investments, repayments and settlements(C):

          

Issuances / originations

     10,540       2       987             11,529  

Settlements / repayments

     (8,602     (13,660                 (22,262

Sales

                 (3,748     (805     (4,553

Transfers

                              
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value as of June 30, 2017

   $ 271,331     $ 79,924     $ 111,726     $ 22,518     $ 485,499  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(A) Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective periods ended June 30, 2018 and 2017.
(B) Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the periods ended June 30, 2018 and 2017.
(C) Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts, PIK and other non-cash disbursements to portfolio companies, as well as decreases in the cost basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs, and other cost-basis adjustments.

 

29


Investment Activity

During the three months ended June 30, 2018, the following significant transactions occurred:

 

    In April 2018, we invested $29.2 million in Bassett Creek Restoration, Inc. (d/b/a J.R. Johnson, LLC) (“Bassett Creek”) through a combination of secured first lien debt and preferred equity. Bassett Creek, headquartered in Portland, Oregon, is a leading provider of commercial restoration and renovation services to the Oregon and Southwest Washington region.

 

    In June 2018, we sold our investment in Drew Foam Companies, Inc., which resulted in dividend and success fee income of $0.2 million and a realized gain of $13.8 million. In connection with the sale, we received net cash proceeds of $27.3 million, including the repayment of our debt investment of $9.9 million at par.

Investment Concentrations

As of June 30, 2018, our investment portfolio consisted of investments in 33 portfolio companies located in 16 states across 17 different industries with an aggregate fair value of $629.3 million. Our investments in Cambridge Sound Management, Inc., Nth Degree, Inc., Brunswick Bowling Products, Inc., J.R. Hobbs Co. – Atlanta, LLC, and ImageWorks Display and Marketing Group, Inc. represented our five largest portfolio investments at fair value, and collectively comprised $204.7 million, or 32.5%, of our total investment portfolio at fair value.

The following table summarizes our investments by security type as of June 30, 2018 and March 31, 2018:

 

     June 30, 2018     March 31, 2018  
     Cost     Fair Value     Cost     Fair Value  

Secured first lien debt

   $ 331,690        55.6   $ 316,325        50.3   $ 321,303        54.9   $ 305,856        51.0

Secured second lien debt

     110,738        18.6       97,026        15.4       110,484        18.9       97,339        16.2  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total debt

     442,428        74.2       413,351        65.7       431,787        73.8       403,195        67.2  

Preferred equity

     152,233        25.4       200,252        31.8       150,708        25.8       167,150        28.0  

Common equity/equivalents

     2,288        0.4       15,715        2.5       2,351        0.4       28,802        4.8  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total equity/equivalents

     154,521        25.8       215,967        34.3       153,059        26.2       195,952        32.8  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total investments

   $ 596,949        100.0   $ 629,318        100.0   $ 584,846        100.0   $ 599,147        100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Investments at fair value consisted of the following industry classifications as of June 30, 2018 and March 31, 2018:

 

     June 30, 2018     March 31, 2018  
     Fair Value     Percentage of
Total Investments
    Fair Value     Percentage of
Total Investments
 

Diversified/Conglomerate Services

   $ 170,846       27.1   $ 136,719       22.8

Home and Office Furnishings, Housewares, and Durable Consumer Products

     145,873       23.2       128,529       21.5  

Leisure, Amusement, Motion Pictures, and Entertainment

     45,185       7.2       43,048       7.2  

Personal and Non-Durable Consumer Products (Manufacturing Only)

     40,454       6.4       42,836       7.1  

Diversified/Conglomerate Manufacturing

     35,081       5.6       29,942       5.0  

Chemicals, Plastics, and Rubber

     24,618       3.9       55,740       9.3  

Farming and Agriculture

     24,019       3.8       21,483       3.6  

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic)

     21,795       3.5       21,915       3.7  

Containers, Packaging, and Glass

     21,391       3.4       21,387       3.6  

Textiles and Leather

     20,103       3.2       19,407       3.2  

Aerospace and Defense

     15,695       2.5       12,457       2.1  

Cargo Transport

     15,384       2.4       15,816       2.6  

Telecommunications

     14,000       2.2       14,000       2.3  

Automobile

     12,514       2.0       13,830       2.3  

Beverage, Food, and Tobacco

     11,549       1.8       11,605       1.9  

Other < 2.0%

     10,811       1.8       10,433       1.8  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total investments

   $ 629,318       100.0   $ 599,147       100.0
  

 

 

   

 

 

   

 

 

   

 

 

 

 

30


Investments at fair value were included in the following geographic regions of the U.S. as of June 30, 2018 and March 31, 2018:

 

     June 30, 2018     March 31, 2018  
     Fair Value      Percentage of
Total Investments
    Fair Value      Percentage of
Total Investments
 

South

   $ 200,546        31.9   $ 221,725        37.0

Northeast

     200,378        31.8       188,911        31.5  

West

     164,834        26.2       133,774        22.3  

Midwest

     63,560        10.1       54,737        9.2  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total investments

   $ 629,318        100.0   $ 599,147        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

The geographic region indicates the location of the headquarters for our portfolio companies. A portfolio company may have additional business locations in other geographic regions.

Investment Principal Repayments

The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of June 30, 2018:

 

          Amount  

For the remaining nine months ending March 31:

   2019    $ 63,881  

For the fiscal years ending March 31:

   2020      102,913  
     2021    60,410  
     2022    80,696  
     2023    86,990  
  

Thereafter

     47,618  
     

 

 

 
  

Total contractual repayments

   $ 442,508  
  

Adjustments to cost basis of debt investments

     (80
  

Investments in equity securities

     154,521  
     

 

 

 
  

Total cost basis of investments held as of June 30, 2018:

   $ 596,949  
     

 

 

 

Receivables from Portfolio Companies

Receivables from portfolio companies represent non-recurring costs that we incurred on behalf of portfolio companies. Such receivables, net of any allowance for uncollectible receivables, are included in Other assets, net on our accompanying Consolidated Statements of Assets and Liabilities. We generally maintain an allowance for uncollectible receivables from portfolio companies when the receivable balance becomes 90 days or more past due or if it is determined, based upon management’s judgment, that the portfolio company is unable to pay its obligations. We write-off accounts receivable when we have exhausted collection efforts and have deemed the receivables uncollectible. As of both June 30, 2018 and March 31, 2018, we had gross receivables from portfolio companies of $0.7 million. The allowance for uncollectible receivables was $0.4 million and $0.2 million as of June 30, 2018 and March 31, 2018, respectively.

NOTE 4. RELATED PARTY TRANSACTIONS

Transactions with the Adviser

We pay the Adviser certain fees as compensation for its services, such fees consisting of a base management fee and an incentive fee, as provided for in the Advisory Agreement, and a loan servicing fee for the Adviser’s role as servicer pursuant to the Credit Facility, each as described below. On July 10, 2018, our Board of Directors, including a majority of the directors who are not parties to the Advisory Agreement or interested persons of either party, approved the annual renewal of the Advisory Agreement through August 31, 2019.

Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry Lee Brubaker (our vice chairman and chief operating officer) serve as directors and executive officers of the Adviser, which is 100% indirectly owned and controlled by Mr. Gladstone. David Dullum (our president) is also an executive managing director of the Adviser.

 

31


The following table summarizes the base management fees, loan servicing fees, incentive fees, and associated non-contractual, unconditional, and irrevocable credits reflected in our accompanying Consolidated Statements of Operations:

 

     Three Months Ended June 30,  
     2018     2017  

Average total assets subject to base management fee(A)

   $ 622,200     $ 503,200  

Multiplied by prorated annual base management fee of 2.0%

     0.5     0.5
  

 

 

   

 

 

 

Base management fee(B)

     3,111       2,516  

Credits to fees from Adviser—other(B)

     (960     (548
  

 

 

   

 

 

 

Net base management fee

   $ 2,151     $ 1,968  
  

 

 

   

 

 

 

Loan servicing fee(B)

   $ 1,740     $ 1,564  

Credits to base management fee—loan servicing fee(B)

     (1,740     (1,564
  

 

 

   

 

 

 

Net loan servicing fee

   $ —       $ —    
  

 

 

   

 

 

 

Incentive fee – income-based

   $ 1,078     $ 1,172  

Incentive fee – capital gains-based(C)

     6,508       —    
  

 

 

   

 

 

 

Total incentive fee(B)

     7,586       1,172  

Credits to fees from Adviser—other(B)

     —         —    
  

 

 

   

 

 

 

Net total incentive fee

   $ 7,586     $ 1,172  
  

 

 

   

 

 

 

 

(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 accompanying Consolidated Statement of Operations.
(C)  The capital gains-based incentive fee is not yet contractually due under the terms of the Advisory Agreement.

Base Management Fee

The base management fee is payable quarterly to the Adviser pursuant to our Advisory Agreement and is assessed at an annual rate of 2.0%, computed on the basis of the value of our average gross assets at the end of the two most recently completed quarters (inclusive of the current quarter), which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings, and adjusted appropriately for any share issuances or repurchases during the period.

Additionally, pursuant to the requirements of the 1940 Act, the Adviser makes available significant managerial assistance to our portfolio companies. The Adviser may also provide other services to our portfolio companies under certain agreements and may receive fees for services other than managerial assistance. Such services may include, but are not limited to: (i) assistance obtaining, sourcing or structuring credit facilities, long term loans or additional equity from unaffiliated third parties; (ii) negotiating important contractual financial relationships; (iii) consulting services regarding restructuring of the portfolio company and financial modeling as it relates to raising additional debt and equity capital from unaffiliated third parties; and (iv) primary role in interviewing, vetting and negotiating employment contracts with candidates in connection with adding and retaining key portfolio company management team members. The Adviser non-contractually, unconditionally, and irrevocably credits 100% of these fees against the base management fee that we would otherwise be required to pay to the Adviser; however, pursuant to the terms of the Advisory Agreement, a small percentage of certain of such fees, totaling $71 and $56 for the three month periods ended June 30, 2018 and 2017, respectively, was retained by the Adviser in the form of reimbursement, at cost, for tasks completed by personnel of the Adviser, primarily related to the valuation of portfolio companies.

Loan Servicing Fee

The Adviser also services the loans held by our wholly-owned subsidiary, Business Investment (the borrower under the Credit Facility), in return for which the Adviser receives a 2.0% annual fee based on the monthly aggregate outstanding balance of loans pledged under the Credit Facility. Since Business Investment is a consolidated subsidiary of ours, coupled with the fact that the total base management fee paid to the Adviser pursuant to the Advisory Agreement cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given calendar year, we treat payment of the loan servicing fee pursuant to the Credit Facility as a pre-payment of the base management fee under the Advisory Agreement. Accordingly, these loan servicing fees are 100% non-contractually, unconditionally, and irrevocably credited back to us by the Adviser.

 

32


Incentive Fee

The incentive fee payable to the Adviser under our Advisory Agreement consists of two parts: an income-based incentive fee and a capital gains-based incentive fee.

The income-based incentive fee rewards the Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets, adjusted appropriately for any share issuances or repurchases during the period (the “Hurdle Rate”). The income-based incentive fee with respect to our pre-incentive fee net investment income is payable quarterly to the Adviser and is computed as follows:

 

    No incentive fee in any calendar quarter in which our pre-incentive fee net investment income does not exceed the Hurdle Rate (7.0% annualized);

 

    100.0% of our pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate but is less than 2.1875% of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter (8.75% annualized); and

 

    20.0% of the amount of our pre-incentive fee net investment income, if any, that exceeds 2.1875% of our net assets, adjusted appropriately for any share issuances or repurchases during the period, in any calendar quarter (8.75% annualized).

The second part of the incentive fee is a capital gains-based incentive fee that is determined and payable in arrears as of the end of each fiscal year (or upon termination of the Advisory Agreement, as of the termination date), and equals 20.0% of our realized capital gains, less any realized capital losses and unrealized depreciation, calculated as of the end of the preceding calendar year. The capital gains-based incentive fee payable to the Adviser is calculated based on (i) cumulative aggregate realized capital gains since our inception, less (ii) cumulative aggregate realized capital losses since our inception, less (iii) the entire portfolio’s aggregate unrealized capital depreciation, if any, as of the date of the calculation. If this number is positive at the applicable calculation date, then the capital gains-based incentive fee for such year equals 20.0% of such amount, less the aggregate amount of any capital gains-based incentive fees paid in respect of our portfolio in all prior years. For calculation purposes, cumulative aggregate realized capital gains, if any, equals the sum of the excess between the net sales price of each investment, when sold, and the original cost of such investment since our inception. Cumulative aggregate realized capital losses equals the sum of the deficit between the net sales price of each investment, when sold, and the original cost of such investment since our inception. The entire portfolio’s aggregate unrealized capital depreciation, if any, equals the sum of the deficit between the fair value of each investment security as of the applicable calculation date and the original cost of such investment security. We have not incurred capital gains-based incentive fees from inception through June 30, 2018, as aggregate unrealized capital depreciation has exceeded cumulative realized capital gains net of cumulative realized capital losses.

In accordance with GAAP, accrual of the capital gains-based incentive fee is determined as if our investments had been liquidated at their fair values as of the end of the reporting period. Therefore, GAAP requires that the capital gains-based incentive fee accrual consider the aggregate unrealized capital appreciation in the calculation, as a capital gains-based incentive fee would be payable if such unrealized capital appreciation were realized. There can be no assurance that any such unrealized capital appreciation will be realized in the future. Accordingly, a GAAP accrual is calculated at the end of the reporting period based on (i) cumulative aggregate realized capital gains since our inception, plus (ii) the entire portfolio’s aggregate unrealized capital appreciation, if any, less (iii) cumulative aggregate realized capital losses since our inception, less (iv) the entire portfolio’s aggregate unrealized capital depreciation, if any. If such amount is positive at the end of a reporting period, a capital gains-based incentive fee equal to 20.0% of such amount, less the aggregate amount of actual capital gains-based incentive fees paid in all prior years, is recorded, regardless of whether such amount is contractually due under the terms of the Advisory Agreement. If such amount is negative, then there is no accrual for such period. During the three months ended June 30, 2018, we recorded a capital gains-based incentive fee of $6.5 million, which is not contractually due under the terms of the Advisory Agreement. We did not record a capital gains-based incentive fee during the three months ended June 30, 2017.

Transactions with the Administrator

We pay the Administrator pursuant to the Administration Agreement for our allocable portion of the Administrator’s expenses incurred while performing services to us, which are primarily rent and salaries and benefits expenses of the Administrator’s employees, including, but not limited to, our chief financial officer and treasurer, chief valuation officer, chief compliance officer, and general counsel and secretary (who also serves as the Administrator’s president, general counsel, and secretary), and their respective staffs.

 

33


Our allocable portion of the Administrator’s expenses is generally derived by multiplying the Administrator’s total expenses by the approximate percentage of time during the current quarter the Administrator’s employees performed services for us in relation to their time spent performing services for all companies serviced by the Administrator. On July 10, 2018, our Board of Directors, including a majority of the directors who are not parties to the Administration Agreement or interested persons of either party, approved the annual renewal of the Administration Agreement through August 31, 2019.

Other Transactions

Gladstone Securities, LLC (“Gladstone Securities”), which is 100% indirectly owned and controlled by Mr. Gladstone, our chairman and chief executive officer, is a privately-held broker-dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation and, from time to time, provides other services, such as investment banking and due diligence services, to certain of our portfolio companies, for which Gladstone Securities receives a fee. Any such fees paid by portfolio companies to Gladstone Securities do not impact the fees we pay to the Adviser or the non-contractual, unconditional, and irrevocable credits against the base management fee. The fees received by Gladstone Securities from portfolio companies totaled $0.3 million during the three months ended June 30, 2018. Gladstone Securities did not receive any fees from portfolio companies during the three months ended June 30, 2017.

Related Party Fees Due

Amounts due to related parties on our accompanying Consolidated Statements of Assets and Liabilities were as follows:

 

     As of June 30,      As of March 31  
     2018      2018  

Base management and loan servicing fee due to Adviser, net of credits

   $ 800      $ 540  

Incentive fee due to Adviser(A)

     11,986        6,122  

Other due to Adviser

     —          9  
  

 

 

    

 

 

 

Total fees due to Adviser

   $ 12,786      $ 6,671  

Fee due to Administrator

   $ 285      $ 317  
  

 

 

    

 

 

 

Total related party fees due

   $ 13,071      $ 6,988  
  

 

 

    

 

 

 

 

(A) Includes a capital gains-based incentive fee of $10.9 million and $4.4 million as of June 30, 2018 and March 31, 2018, respectively, recorded in accordance with GAAP requirements and which is not contractually due under the terms of the Advisory Agreement. Refer to Note 4 — Related Party Transactions Transactions with the Adviser Incentive Fee for additional information.

Net expenses receivable from Gladstone Capital Corporation, one of our affiliated funds, for reimbursement purposes, which includes certain co-investment expenses, totaled $15 and $16 as of June 30, 2018 and March 31, 2018, respectively. These amounts are generally settled in the quarter subsequent to being incurred and have been included in Other Assets, net on the accompanying Consolidated Statements of Assets and Liabilities as of June 30, 2018 and March 31, 2018.

NOTE 5. BORROWINGS

Revolving Line of Credit

On November 16, 2016, we, through our wholly-owned subsidiary, Business Investment, entered into Amendment No. 2 to the Fifth Amended and Restated Credit Agreement, originally entered into on April 30, 2013 and as previously amended on June 26, 2014, with KeyBank National Association (“KeyBank”), as administrative agent, lead arranger, managing agent and lender, the Adviser, as servicer, and certain other lenders party thereto. The revolving period was extended to November 15, 2019, and if not renewed or extended by such date, all principal and interest will be due and payable on or before November 15, 2021 (two years after the revolving period end date). The amended Credit Facility provides a one-year extension option that may be exercised on or before the second anniversary of the November 16, 2016 amendment date, subject to approval by all lenders. Additionally, the Credit Facility commitment amount was changed from $185.0 million to $165.0 million and, subject to certain terms and conditions, can be expanded to a total facility amount of $250.0 million through additional commitments of existing or new lenders. Advances under the Credit Facility generally bear interest at 30-day London Interbank Offered Rate (“LIBOR”) plus 3.15% per annum until November 15, 2019, with the margin then increasing to 3.40% for the period from November 15, 2019 to November 15, 2020, and increasing further to 3.65% thereafter. The Credit Facility has an unused commitment fee of 0.50% per annum on the portion of the total unused commitment amount that is less than or equal to 45.0% of the total commitment amount and 0.80% per annum on the total unused commitment amount that is greater than 45.0%.

 

34


On January 20, 2017, we entered into Amendment No. 3 to the Credit Facility, which clarified a definition in the Company’s performance guaranty under the Credit Facility.

The following tables summarize noteworthy information related to the Credit Facility:

 

     As of June 30,      As of March 31,  
     2018      2018  

Commitment amount

   $ 165,000      $ 165,000  

Borrowings outstanding at cost

     102,500        107,000  

Availability(A)

     62,500        58,000  

 

     For the Three Months
Ended June 30,
 
     2018     2017  

Weighted-average borrowings outstanding

   $ 123,275     $ 42,148  

Effective interest rate(B)

     5.4     6.1

Commitment (unused) fees incurred

   $ 53     $ 191  

 

  (A) Availability is subject to various constraints, characteristics and applicable advance rates based oncollateral quality under the Credit Facility, which equated to an adjusted availability of $59.5 millionand $53.8 million as of June 30, 2018 and March 31, 2018, respectively.
  (B) Excludes the impact of deferred financing costs and includes unused commitment fees.

Among other things, the Credit Facility contains a performance guaranty that requires us to maintain (i) a minimum net worth (defined in the Credit Facility to include our mandatory redeemable term preferred stock) of the greater of $210.0 million or $210.0 million plus 50% of all equity and subordinated debt raised minus 50% of any equity or subordinated debt redeemed or retired after November 16, 2016, which equated to $222.2 million as of June 30, 2018, (ii) asset coverage with respect to senior securities representing indebtedness of at least 200% (or such higher percentage as may be set forth in Section 61 of the 1940 Act); and (iii) our status as a BDC under the 1940 Act and as a RIC under the Code. As of June 30, 2018, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $514.7 million, asset coverage on our senior securities representing indebtedness of 566.8%, calculated in compliance with the requirements of Sections 18 and 61 of the 1940 Act, and an active status as a BDC and RIC. As of June 30, 2018, we were in compliance with all covenants under the Credit Facility.

Secured Borrowing

In August 2012, we entered into a participation agreement with a third-party related to $5.0 million of our secured second lien term debt investment in Ginsey Home Solutions, Inc. (“Ginsey”). In May 2014, we amended the agreement with the third-party to include an additional $0.1 million. ASC Topic 860, “Transfers and Servicing” requires us to treat the participation as a financing-type transaction. Specifically, the third-party has a senior claim to our remaining investment in the event of default by Ginsey which, in part, resulted in the loan participation bearing a rate of interest lower than the contractual rate established at origination. Therefore, our accompanying Consolidated Statements of Assets and Liabilities reflects the entire secured second lien term debt investment in Ginsey and a corresponding $5.1 million secured borrowing liability. The secured borrowing has a stated fixed interest rate of 7.0% and a maturity date of January 3, 2021.

Fair Value

We elected to apply the fair value option of ASC Topic 825, “Financial Instruments,” to the Credit Facility, which was consistent with our application of ASC 820 to our investments. Generally, the fair value of the Credit Facility is determined using a yield analysis, which includes a DCF calculation and also takes into account the assumptions the Valuation Team believes market participants would use, including, but not limited to, the estimated remaining life, counterparty credit risk, current market yield and interest rate spreads of similar securities as of the measurement date. At both June 30, 2018 and March 31, 2018, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, plus 2.85% per annum, plus an unused fee of 0.5%. Generally, an increase or decrease in the discount rate used in the DCF calculation may result in a corresponding decrease or increase, respectively, in the fair value of the Credit Facility. At each of June 30, 2018 and March 31, 2018, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized depreciation of other on our accompanying Consolidated Statements of Operations.

 

35


The following tables provide relevant information and disclosures about the Credit Facility as of June 30, 2018 and March 31, 2018, and for the three months ended June 30, 2018 and 2017, as required by ASC 820:

 

     Level 3 – Borrowings  
     Recurring Fair Value Measurements  
     Reported in Consolidated  
     Statements of Assets and Liabilities Using Significant
Unobservable Inputs (Level 3)
 
     June 30, 2018      March 31, 2018  

Credit Facility

   $ 102,907      $ 107,500  
  

 

 

    

 

 

 

 

Fair Value Measurements of Borrowings Using Significant  
Unobservable Inputs (Level 3) Reported in  

Consolidated Statements of Assets and Liabilities

 
     Credit
Facility
 

Three months ended June 30, 2018:

  

Fair value at March 31, 2018

   $ 107,500  

Borrowings

     37,900  

Repayments

     (42,400

Unrealized depreciation

     (93
  

 

 

 

Fair value at June 30, 2018

   $ 102,907  
  

 

 

 

Three months ended June 30, 2017:

  

Fair value at March 31, 2017

   $ 69,700  

Borrowings

     9,400  

Repayments

     (45,100
  

 

 

 

Fair value at June 30, 2017

   $ 34,000  
  

 

 

 

The fair value of the collateral under the Credit Facility was $533.0 million and $504.0 million as of June 30, 2018 and March 31, 2018, respectively.

NOTE 6. MANDATORILY REDEEMABLE PREFERRED STOCK

The following tables summarize our 6.75% Series B Cumulative Term Preferred Stock (our “Series B Term Preferred Stock” or “Series B”), our 6.50% Series C Cumulative Term Preferred Stock (our “Series C Term Preferred Stock” or “Series C”), and our 6.25% Series D Cumulative Term Preferred Stock (our “Series D Term Preferred Stock” or “Series D”) outstanding as of June 30, 2018 and March 31, 2018:

As of June 30, 2018:

 

Class of

Term Preferred Stock

   Ticker
Symbol
     Date Issued    Mandatory
Redemption Date(A)
   Interest
Rate
    Shares
Outstanding
     Liquidation
Preference
per Share
     Total
Liquidation
Preference
 

Series B

     GAINO      November 13, 2014    December 31, 2021      6.75     1,656,000      $ 25.00      $ 41,400  

Series C

     GAINN      May 12, 2015    May 31, 2022      6.50     1,610,000        25.00        40,250  

Series D

     GAINM      September 26, 2016    September 30, 2023      6.25     2,300,000        25.00        57,500  
             

 

 

    

 

 

    

 

 

 

Term preferred stock, gross(B)

 

    5,566,000      $ 25.00      $ 139,150  

Less: Discounts

 

          (3,339
                   

 

 

 

Term preferred stock, net(C)

 

        $ 135,811  
                   

 

 

 

 

36


As of March 31, 2018:

 

Class of

Term Preferred Stock

   Ticker
Symbol
     Date Issued    Mandatory
Redemption Date(A)
   Interest
Rate
    Shares
Outstanding
     Liquidation
Preference
per Share
     Total
Liquidation
Preference
 

Series B

     GAINO      November 13, 2014    December 31, 2021      6.75     1,656,000      $ 25.00      $ 41,400  

Series C

     GAINN      May 12, 2015    May 31, 2022      6.50     1,610,000        25.00        40,250  

Series D

     GAINM      September 26, 2016    September 30, 2023      6.25     2,300,000        25.00        57,500  
             

 

 

    

 

 

    

 

 

 

Term preferred stock, gross(B)

 

    5,566,000      $ 25.00      $ 139,150  

Less: Discounts

 

          (3,535
                   

 

 

 

Term preferred stock, net(C)

 

        $ 135,615  
                   

 

 

 

 

(A)  The optional redemption dates for each of our series of mandatorily redeemable preferred stock are: any time on or after December 31, 2017 for our Series B Term Preferred Stock, any time on or after May 31, 2018 for our Series C Term Preferred Stock, and any time on or after September 30, 2018 for our Series D Term Preferred Stock.
(B)  As of June 30, 2018 and March 31, 2018, asset coverage on our senior securities that are stock calculated pursuant to Sections 18 and 61 of the 1940 Act was 250.2% and 237.3%, respectively.
(C)  Reflected as a line item on our accompanying Consolidated Statement of Assets and Liabilities pursuant to the adoption of Accounting Standard Update 2015-03,Simplifying the Presentation of Debt Issuance Costs.

The following tables summarize dividends declared by our Board of Directors and paid by us on our Series B Term Preferred Stock, Series C Term Preferred Stock, and Series D Term Preferred Stock during the three months ended June 30, 2018 and 2017:

For the Three Months Ended June 30, 2018:

 

Declaration Date

   Record Date      Payment Date      Dividend per
Share of
Series B Term
Preferred
Stock
     Dividend per
Share of
Series C Term
Preferred
Stock
     Dividend per
Share of
Series D Term
Preferred
Stock
 

April 10, 2018

     April 20, 2018        April 30, 2018      $ 0.140625      $ 0.135417      $ 0.13020833  

April 10, 2018

     May 22, 2018        May 31, 2018        0.140625        0.135417        0.13020833  

April 10, 2018

     June 20, 2018        June 29, 2018        0.140625        0.135417        0.13020833  
        

 

 

    

 

 

    

 

 

 
        Total      $ 0.421875      $ 0.406251      $ 0.39062499  
        

 

 

    

 

 

    

 

 

 

For the Three Months Ended June 30, 2017:

 

Declaration Date

   Record Date      Payment Date      Dividend per
Share of
Series B Term
Preferred
Stock
     Dividend per
Share of
Series C Term
Preferred
Stock
     Dividend per
Share of
Series D Term
Preferred
Stock
 

April 11, 2017

     April 21, 2017        April 28, 2017      $ 0.140625      $ 0.135417      $ 0.13020833  

April 11, 2017

     May 19, 2017        May 31, 2016        0.140625        0.135417        0.13020833  

April 11, 2017

     June 21, 2017        June 30, 2017        0.140625        0.135417        0.13020833  
        

 

 

    

 

 

    

 

 

 
        Total      $ 0.421875      $ 0.406251      $ 0.39062499  
        

 

 

    

 

 

    

 

 

 

The federal income tax characteristics of dividends paid to our preferred stockholders generally constitute ordinary income or capital gains to the extent of our current and accumulated earnings and profits and is reported after the end of the calendar year based on tax information for the full fiscal year. Estimates of tax characterization made on a quarterly basis may not be representative of the actual tax characterization of dividends for the full year. Estimates made on a quarterly basis are updated as of each interim reporting date. If we determined the tax characterization of dividends paid to preferred stockholders in the current calendar year as of June 30, 2018, 89.0% would be from ordinary income and 11.0% would be from capital gains.

In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity,” mandatorily redeemable financial instruments should be classified as liabilities on the balance sheet and we have recorded our mandatorily redeemable preferred stock at cost, which equals the liquidation preference, less discounts, as of June 30, 2018 and March 31, 2018. The related dividend payments to preferred stockholders are treated as dividend expense on our accompanying Consolidated Statements of Operations on the ex-dividend date.

 

37


The following table summarizes the fair value of each of our series of mandatorily redeemable preferred stock based on the last reported closing sale price as of June 30, 2018 and March 31, 2018, each of which we consider to be a Level 1 input within the fair value hierarchy:

 

     Fair Value as of  
     June 30, 2018      March 31, 2018  

Series B Term Preferred Stock

   $ 42,062      $ 41,814  

Series C Term Preferred Stock

     41,313        40,862  

Series D Term Preferred Stock

     58,466        58,282  
  

 

 

    

 

 

 

Total

   $ 141,841      $ 140,958  
  

 

 

    

 

 

 

NOTE 7. REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS

Registration Statement

On June 5, 2018, we filed a registration statement on Form N-2 (File No. 333-225447), which the SEC declared effective on July 13, 2018. The registration statement permits us to issue, through one or more transactions, up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities. As of July 31, 2018, we had the ability to issue up to $300.0 million in securities under the registration statement.

Common Equity Offering

In February 2018, we entered into equity distribution agreements (commonly referred to as “at-the-market” (“ATM”) programs) with Cantor Fitzgerald & Co. (“Cantor”), Ladenburg Thalmann & Co., Inc., and Wedbush Securities, Inc. (each a “Sales Agent”), under which we have the ability to issue and sell shares of our common stock, from time to time, through the Sales Agents, up to an aggregate offering price of $35.0 million. Pursuant to our prior registration statement on Form N-2 (File No. 333-204996), during the three months ended June 30, 2018, we sold 168,824 shares of our common stock under the ATM program with Cantor at a weighted-average gross price of $11.09 per share and raised approximately $1.9 million of gross proceeds. The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $10.87 and resulted in total net proceeds of approximately $1.8 million. Certain of these sales were below our then-current estimated NAV per share during the sales period, with a discount of $0.002 per share, when comparing the sales price per share, after deducting commissions, to the then-current estimated NAV per share; however, the net dilutive effect (after commissions and offering costs borne by us) of these sales was $0.00 per common share as a result of the small number of shares sold at a slight discount to NAV per share and resulting rounding. In aggregate, the sales during the three months ended June 30, 2018 were above our then-current estimated NAV per share. As of June 30, 2018, we had remaining capacity to sell up to $31.8 million of common stock under the ATM program.

Pursuant to our prior registration statement on Form N-2 (File No. 333-204996), in March 2018, we sold 127,412 shares of our common stock under the ATM program with Cantor at a weighted-average gross price of $10.45 per share and raised approximately $1.3 million of gross proceeds. The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $10.24 and resulted in total net proceeds of approximately $1.3 million. These sales were below our then-current estimated NAV per share during the sales period, with such discounts ranging from $0.01 per share to $0.07 per share, when comparing the sales price per share, after deducting commissions, to the then-current estimated NAV per share; however, the net dilutive effect (after commissions and offering costs borne by us) of these sales was $0.00 per common share as a result of the small number of shares sold at a slight discount to NAV per share and resulting rounding.

Also pursuant to our prior registration statement on Form N-2 (File No. 333-204996), in May 2017, we completed a public offering of 2.1 million shares of our common stock at a public offering price of $9.38 per share, which was below our then-current NAV of $9.95 per share. Gross proceeds totaled $19.7 million and net proceeds, after deducting underwriting discounts and commissions and offering costs borne by us, were $18.7 million, which were used to repay borrowings under the Credit Facility and for other general corporate purposes. In June 2017, the underwriters partially exercised their over-allotment option and purchased an additional 155,265 shares at the public offering price of $9.38 per share and on the same terms and conditions solely to cover over-allotments, which resulted in gross proceeds of $1.5 million and net proceeds, after deducting underwriting discounts and commissions and offering costs borne by us, of $1.4 million.

 

38


NOTE 8. NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER WEIGHTED-AVERAGE COMMON SHARE

The following table sets forth the computation of basic and diluted Net increase in net assets resulting from operations per weighted-average common share for the three months ended June 30, 2018 and 2017:

 

     Three Months Ended June 30,  
     2018      2017  

Numerator: net increase in net assets resulting from operations

   $ 32,327      $ 8,141  

Denominator: basic and diluted weighted-average common shares

     32,762,848        31,474,284  
  

 

 

    

 

 

 

Basic and diluted net increase in net assets resulting from operations per weighted-average common share

   $ 0.99      $ 0.26  
  

 

 

    

 

 

 

NOTE 9. DISTRIBUTIONS TO COMMON STOCKHOLDERS

To qualify to be taxed as a RIC under Subchapter M of the Code, we must generally distribute to our stockholders, for each taxable year, at least 90% of our taxable ordinary income plus the excess of our net short-term capital gains over net long-term capital losses (“Investment Company Taxable Income”). The amount to be paid out as distributions to our common stockholders is determined by our Board of Directors quarterly and is based upon management’s estimate of Investment Company Taxable Income and net long-term capital gains. Based on that estimate, our Board of Directors declares monthly distributions, and supplemental distributions, as appropriate, to common stockholders each quarter.

The federal income tax characteristics of distributions paid to our common stockholders is generally reported to stockholders on Internal Revenue Service Form 1099 after the end of each calendar year. Estimates of tax characterization made on a quarterly basis may not be representative of the actual tax characterization of distributions for the full year. Estimates made on a quarterly basis are updated as of each interim reporting date. If we determined the tax characterization of distributions paid to common stockholders in the current calendar year as of June 30, 2018, 89.0% would be from ordinary income and 11.0% would be from capital gains.

We paid the following monthly distributions to our common stockholders for the three months ended June 30, 2018 and 2017:

 

Fiscal Year

  

Declaration Date

  

Record Date

  

Payment Date

   Distribution
per Common Share
 

2019

   April 10, 2018    April 20, 2018    April 30, 2018    $ 0.067  
   April 10, 2018    May 22, 2018    May 31, 2018      0.067  
   April 10, 2018    June 6, 2018    June 15, 2018      0.060 (A) 
   April 10, 2018    June 20, 2018    June 29, 2018      0.067  
           

 

 

 
      Three months ended June 30, 2018:    $ 0.261  
        

 

 

 

 

Fiscal Year

  

Declaration Date

  

Record Date

  

Payment Date

   Distribution
per Common Share
 

2018

   April 11, 2017    April 21, 2017    April 28, 2017    $ 0.064  
   April 11, 2017    May 19, 2017    May 31, 2017      0.064  
   April 11, 2017    June 5, 2017    June 15, 2017      0.060 (A) 
   April 11, 2017    June 21, 2017    June 30, 2017      0.064  
           

 

 

 
      Three months ended June 30, 2017:    $ 0.252  
        

 

 

 

 

(A) Represents a supplemental distribution of $0.06 per share of common stock.

Aggregate distributions to our common stockholders declared quarterly and paid were $8.6 million and $8.0 million for the three months ended June 30, 2018 and 2017, respectively, and were declared based on estimates of Investment Company Taxable Income and net long-term capital gains for the respective periods.

For the three months ended June 30, 2018, we recorded $0.7 million of net estimated adjustments for permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and Accumulated net realized gain in excess of distributions and increased Overdistributed net investment income on our accompanying Consolidated Statements of Assets and Liabilities. For the fiscal year ended March 31, 2018, Investment Company Taxable Income exceeded distributions declared and paid and, in accordance with Section 855(a) of the Code, we elected to treat $8.4 million of the first distributions paid to common stockholders in fiscal year 2019, as having been paid in the prior year.

 

39


NOTE 10. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are party to certain legal proceedings incidental to the normal course of our business. We are required to establish reserves for litigation matters where those matters present loss contingencies that are both probable and estimable. When loss contingencies are not both probable and estimable, we do not establish reserves. Based on current knowledge, we do not believe that loss contingencies, if any, arising from pending investigations, litigation or regulatory matters will have a material adverse effect on our financial condition, results of operation or cash flows. Additionally, based on our current knowledge, we do not believe such loss contingencies are both probable and estimable and therefore, as of June 30, 2018 and March 31, 2018, we had no established reserves for such loss contingencies.

Escrow Holdbacks

From time to time, we enter into arrangements relating to exits of certain investments whereby specific amounts of the proceeds are held in escrow to be used to satisfy potential obligations, as stipulated in the sales agreements. We record escrow amounts in Restricted cash and cash equivalents, if received in cash but subject to potential obligations or other contractual restrictions, or as escrow receivables in Other assets, net, if not yet received in cash, on our accompanying Consolidated Statements of Assets and Liabilities. We establish reserves and holdbacks against escrow amounts if we determine that it is probable and estimable that a portion of the escrow amounts will not ultimately be released or received at the end of the escrow period. Reserves and holdbacks against escrow amounts were $0.8 million and $0.3 million as of June 30, 2018 and March 31, 2018, respectively.

Financial Commitments and Obligations

We may have line of credit and delayed draw term loan commitments to certain of our portfolio companies that have not been fully drawn. Since these line of credit and delayed draw term loan commitments have expiration dates and we expect many will never be fully drawn, the total line of credit and delayed draw term loan commitment amounts do not necessarily represent future cash requirements. We estimate the fair value of the combined unused line of credit and delayed draw term loan commitments as of June 30, 2018 and March 31, 2018 to be immaterial.

We have also extended a guaranty on behalf of one of our portfolio companies. As of June 30, 2018, we have not been required to make any payments on this guaranty, or any guaranties that existed in previous periods, and we consider the credit risk to be remote and the fair value of the guaranty as of June 30, 2018 and March 31, 2018 to be immaterial.

As of June 30, 2018, the following guaranty was outstanding:

 

    In February 2010, we executed a guaranty of a wholesale financing facility agreement (the “Floor Plan Facility”) between Agricredit Acceptance, LLC (“Agricredit”) and Country Club Enterprises, LLC (“CCE”). The Floor Plan Facility provides CCE with financing of up to $2.0 million to bridge the time and cash flow gap between the order and delivery of golf carts to customers. The guaranty was renewed in February of each subsequent year and expires in February 2019, unless it is renewed again by us, CCE and Agricredit.

The following table summarizes the principal balances of unused line of credit and delayed draw term loan commitments and guaranties as of June 30, 2018 and March 31, 2018, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:

 

     June 30, 2018      March 31, 2018  

Unused line of credit and delayed draw term loan commitments

   $ 4,234      $ 6,284  

Guaranties

     2,000        2,000  
  

 

 

    

 

 

 

Total

   $ 6,234      $ 8,284  
  

 

 

    

 

 

 

 

40


NOTE 11. FINANCIAL HIGHLIGHTS

 

     Three Months Ended June 30,  
     2018     2017  

Per Common Share Data:

    

Net asset value at beginning of period(A)

   $ 10.85     $ 9.95  

Income from investment operations(B)

    

Net investment income

           0.17  

Net realized gain on investments

     0.43       0.04  

Net unrealized appreciation of investments and other

     0.56       0.05  
  

 

 

   

 

 

 

Total from investment operations

     0.99       0.26  

Effect of equity capital activity(B)

    

Cash distributions to common stockholders from net investment income(C)

     (0.21     (0.19

Cash distributions to common stockholders from realized gains(C)

     (0.05     (0.06

Discounts, commissions, and offering costs

           (0.03

Net dilutive effect of equity offering(D)

           (0.04
  

 

 

   

 

 

 

Total from equity capital activity

     (0.26     (0.32

Other, net(B)(E)

     (0.01     (0.01
  

 

 

   

 

 

 

Net asset value at end of period(A)

   $ 11.57     $ 9.88  
  

 

 

   

 

 

 

Per common share market value at beginning of period

   $ 10.10     $ 9.07  

Per common share market value at end of period

     11.77       9.40  

Total investment return(F)

     19.19     6.44

Common stock outstanding at end of period(A)

     32,822,459       32,526,223  

Statement of Assets and Liabilities Data:

    

Net assets at end of period

   $ 379,808     $ 321,235  

Average net assets(G)

     364,228       313,668  

Senior Securities Data:

    

Total borrowings, at cost

   $ 107,596     $ 39,096  

Mandatorily redeemable preferred stock(H)

     139,150       139,150  

Ratios/Supplemental Data:

    

Ratio of net expenses to average net assets –
annualized(I)

     16.96     10.44

Ratio of net investment income to average net assets—annualized(J)

     0.06       6.93  

 

(A)  Based on actual shares of common stock outstanding at the beginning or end of the corresponding period, as appropriate.
(B)  Based on weighted-average basic common share data for the corresponding period.
(C)  The tax character of distributions is determined based on taxable income calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP. For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 9 — Distributions to Common Stockholders.
(D)  During the three months ended June 30, 2017, the dilution is the result of issuing common shares at a price below the then-current NAV per share.
(E)  Represents the impact of the different share amounts (weighted-average basic common shares outstanding for the corresponding period and actual common shares outstanding at the end of the period) in the Per Common Share Data calculations and rounding impacts.
(F)  Total return equals the change in the market value of our common stock from the beginning of the period, taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan. Total return does not take into account distributions that may be characterized as a return of capital. For further information on the estimated character of our distributions to common stockholders, including changes in estimates, as applicable, refer to Note 9 — Distributions to Common Stockholders.
(G)  Calculated using the average balance of net assets at the end of each month of the reporting period.
(H)  Represents the total liquidation preference of our mandatorily redeemable preferred stock.
(I)  Ratio of net expenses to average net assets is computed using total expenses, net of any non-contractual, unconditional, and irrevocable credits of fees from the Adviser. Had we not received any non-contractual, unconditional, and irrevocable credits of fees due to the Adviser, the ratio of expenses to average net assets—annualized would have been 19.93% and 13.13% for the three months ended June 30, 2018 and 2017, respectively.
(J)  Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of net investment (loss) income to average net assets—annualized would have been (2.90)% and 4.24% for the three months ended June 30, 2018 and 2017, respectively.

 

41


NOTE 12. UNCONSOLIDATED SIGNIFICANT SUBSIDIARIES

In accordance with the SEC’s Regulation S-X, we do not consolidate portfolio company investments. Further, in accordance with ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.

We had one unconsolidated subsidiary, Galaxy Tool Holding Corporation (“Galaxy”), which met at least one of the significance conditions under Rule 1-02(w) of the SEC’s Regulation S-X as of or during at least one of the three month periods ended June 30, 2018 and 2017. Accordingly, summarized, comparative financial information, pursuant to Rule 10-01(b) is presented below for Galaxy, which is a designer and manufacturer of precision tools for the business jet industry and of injection and blow molds for the plastics industry.

 

     For the Three Months Ended June 30,  

Income Statement

   2018      2017  

Net sales

   $ 6,212      $ 5,803  

Gross profit

     1,427        1,028  

Net (loss) profit

     (1,480      134  

NOTE 13. SUBSEQUENT EVENTS

Distributions and Dividends

In July 2018, our Board of Directors declared the following monthly distributions to common stockholders and monthly dividends to holders of our Series B Term Preferred Stock, Series C Term Preferred Stock and Series D Term Preferred Stock:

 

Record Date

  

Payment Date

   Distribution per
Common Share
     Dividend per
Share of

Series B Term
Preferred Stock
     Dividend per
Share of
Series C Term
Preferred Stock
     Dividend per
Share of
Series D Term
Preferred Stock
 

July 20, 2018

   July 31, 2018    $ 0.067      $ 0.140625      $ 0.135417      $ 0.13020833  

August 21, 2018

   August 31, 2018      0.067        0.140625        0.135417        0.13020833  

September 19, 2018

   September 28, 2018      0.067        0.140625        0.135417        0.13020833  
     

 

 

    

 

 

    

 

 

    

 

 

 
   Total for the Quarter:    $ 0.201      $ 0.421875      $ 0.406251      $ 0.39062499  
     

 

 

    

 

 

    

 

 

    

 

 

 

Investment Activity

In July 2018, we exited our investment in NDLI, Inc. and recorded a realized loss of $3.6 million.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

All statements contained herein, other than historical facts, may constitute “forward-looking statements.” These statements may relate to, among other things, our future operating results, our business prospects and the prospects of our portfolio companies, actual and potential conflicts of interest with Gladstone Management Corporation (the “Adviser”) and its affiliates, the use of borrowed money to finance our investments, the adequacy of our financing sources and working capital, and our ability to co-invest, among other factors. In some cases, you can identify forward-looking statements by terminology such as “estimate,” “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “project,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely” or the negative or variations of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to: (1) the recurrence of adverse events in the economy and the capital markets; (2) risks associated with negotiation and consummation of pending and future transactions; (3) the loss of one or more of our executive officers, in particular David Gladstone, David Dullum, or Terry Lee Brubaker; (4) changes in our investment objectives and strategy; (5) availability, terms (including the possibility of interest rate volatility) and deployment of capital; (6) changes in our industry, interest rates, exchange rates, regulation or the general economy; (7) the degree and nature of our competition; (8) our ability to maintain our qualification as a regulated investment company and as a business development company; and (9) those factors described in Item 1A. Risk Factors herein and the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended March 31, 2018, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 15, 2018 (the “Annual Report”). We caution readers not to place undue reliance on any such forward-looking statements. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. We have based forward-looking statements on information available to us on the date of this Quarterly Report on Form 10-Q. Except as required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

In this Quarterly Report on Form 10-Q (the “Quarterly Report”), the “Company,” “we,” “us,” and “our” refer to Gladstone Investment Corporation and its wholly-owned subsidiaries unless the context otherwise indicates. Dollar amounts, except per share amounts, are in thousands unless otherwise indicated.

The following analysis of our financial condition and results of operations should be read in conjunction with our accompanying Consolidated Financial Statements and the notes thereto contained elsewhere in this Quarterly Report and in our Annual Report. Historical financial condition and results of operations and percentage relationships among any amounts in the financial statements are not necessarily indicative of financial condition or results of operations for any future periods.

OVERVIEW

General

We were incorporated under the General Corporation Laws of the State of Delaware on February 18, 2005. On June 22, 2005, we completed our initial public offering and commenced operations. We operate as an externally managed, closed-end, non-diversified management investment company and have elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). For federal income tax purposes, we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To continue to qualify as a RIC for federal income tax purposes and obtain favorable RIC tax treatment, we must meet certain requirements, including certain minimum distribution requirements. From our initial public offering in 2005 through June 30, 2018, we have made 156 consecutive monthly distributions to common stockholders.

We are externally managed by Gladstone Management Corporation, an affiliate of ours and an SEC registered investment adviser, pursuant to an investment advisory and management agreement (the “Advisory Agreement”). We have also entered into an administration agreement (the “Administration Agreement”) with Gladstone Administration, LLC (the “Administrator”), an affiliate of ours and the Adviser. Each of the Adviser and the Administrator are privately-held companies that are indirectly owned and controlled by David Gladstone, our chairman and chief executive officer.

 

43


Additionally, Gladstone Securities, LLC (“Gladstone Securities”), a privately-held broker-dealer registered with the Financial Industry Regulatory Authority and insured by the Securities Investor Protection Corporation, which is indirectly owned and controlled by Mr. Gladstone, our chairman and chief executive officer, has provided other services, such as investment banking and due diligence services, to certain of our portfolio companies, for which Gladstone Securities receives a fee. Any such fees paid by portfolio companies to Gladstone Securities do not impact the fees we pay to the Adviser or the non-contractual, unconditional, and irrevocable credits against the base management fee. For additional information refer to Note 4 — Related Party Transactions in the accompanying Notes to Consolidated Financial Statements.

We were established for the purpose of investing in debt and equity securities of established private businesses operating in the United States (“U.S.”). Our investment objectives are to: (i) achieve and grow current income by investing in debt securities of established businesses that we believe will provide stable earnings and cash flow to pay expenses, make principal and interest payments on our outstanding indebtedness, and make distributions to our stockholders that grow over time; and (ii) provide our stockholders with long-term capital appreciation in the value of our assets by investing in equity securities, generally in combination with the aforementioned debt securities, of established businesses that we believe can grow over time to permit us to sell our equity investments for capital gains. To achieve our objectives, our investment strategy is to invest in several categories of debt and equity securities, with individual investments generally totaling up to $30 million, although investment size may vary depending upon our total assets or available capital at the time of investment. We intend that our investment portfolio over time will consist of approximately 75% in debt securities and 25% in equity securities, at cost. As of June 30, 2018, our investment portfolio was made up of 74.2% in debt securities and 25.8% in equity securities, at cost.

We focus on investing in lower middle market private businesses (which we generally define as companies with annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $3 million to $20 million) (“Lower Middle Market”) in the U.S. that meet certain criteria, including, but not limited to, the following: the sustainability of the business’ free cash flow and its ability to grow it over time, adequate assets for loan collateral, experienced management teams with a significant ownership interest in the portfolio company, reasonable capitalization of the portfolio company, including an ample equity contribution or cushion based on prevailing enterprise valuation multiples, and the potential to realize appreciation and gain liquidity in our equity position, if any. We anticipate that liquidity in our equity position will be achieved through a merger or acquisition of the portfolio company, a public offering of the portfolio company’s stock, or, to a lesser extent, by exercising our right to require the portfolio company to repurchase our warrants, though there can be no assurance that we will always have these rights. We invest in portfolio companies that need funds for growth capital or to finance acquisitions or recapitalize or, to a lesser extent, refinance their existing debt facilities. We seek to avoid investing in high-risk, early-stage enterprises.

We invest by ourselves or jointly with other funds and/or management of the portfolio company, depending on the opportunity. In July 2012, the SEC granted us an exemptive order (the “Co-Investment Order”) that expanded our ability to co-invest, under certain circumstances, with certain of our affiliates, including Gladstone Capital Corporation (“Gladstone Capital”) and any future business development company or closed-end management investment company that is advised (or sub-advised if it controls the fund) by the Adviser, or any combination of the foregoing, subject to the conditions in the Co-Investment Order. Since 2012, we have opportunistically made several co-investments with Gladstone Capital pursuant to the Co-Investment Order. We believe the Co-Investment Order has enhanced and will continue to enhance our ability to further our investment objectives and strategies. If we are participating in an investment with one or more co-investors, whether or not an affiliate of ours, our investment is likely to be smaller than if we were investing alone.

Our shares of common stock, 6.75% Series B Cumulative Term Preferred Stock (“Series B Term Preferred Stock”), 6.50% Series C Cumulative Term Preferred Stock (“Series C Term Preferred Stock”), and 6.25% Series D Cumulative Term Preferred Stock (“Series D Term Preferred Stock”) are traded on the Nasdaq Global Select Market (“NASDAQ”) under the trading symbols “GAIN,” “GAINO,” “GAINN,” and “GAINM,” respectively.

Business

Portfolio Activity

While the business environment remains competitive, we continue to see new investment opportunities consistent with our investment strategy of providing a combination of debt and equity in support of management and independent sponsor-led buyouts of Lower Middle Market companies in the U.S. During the three months ended June 30, 2018, we exited one portfolio company with a fair value prior to its sale of $28.1 million and invested $29.2 million in one new portfolio company, resulting in no net change in the number of companies in our portfolio, which was comprised of 33 companies as of June 30, 2018. From our initial public offering in June 2005 through June 30, 2018, we have made investments in 48 companies, excluding investments in syndicated loans, for a total of approximately $1 billion, before giving effect to principal repayments and divestitures.

 

44


The majority of the debt securities in our portfolio have a success fee component, which enhances the yield on our debt investments. Unlike paid-in-kind (“PIK”) income, we generally do not recognize success fees as income until payment has been received. Due to the contingent nature of success fees, there are no guarantees that we will be able to collect any or all of these success fees or know the timing of any such collections. As a result, as of June 30, 2018, we had unrecognized, contractual success fees of $29.3 million, or $0.89 per common share. Consistent with accounting principles generally accepted in the U.S. (“GAAP”), we generally have not recognized success fee receivables and related income in our Consolidated Financial Statements until earned.

From inception through June 30, 2018, we have completed 13 sales of portfolio companies that we acquired under our buyout strategy (which excludes investments in syndicated loans). In the aggregate, these sales have generated $99.8 million in net realized gains and $22.1 million in other income upon exit, for a total increase to our net assets of $121.9 million. We believe each of these transactions was an equity-oriented investment success and exemplifies our investment strategy of striving to achieve returns through current income on the debt portion of our investments and capital gains from the equity portion. The 13 liquidity events have offset any realized losses since inception, which were primarily incurred during the recession in connection with the sale of performing syndicated loans at a realized loss to pay off a former lender. These successful exits, in part, enabled us to increase the monthly distribution by 67.5% from March 2011 through June 30, 2018, and allowed us to declare and pay a $0.03 per common share supplemental distribution in fiscal year 2012, a $0.05 per common share supplemental distribution in November 2013, a $0.05 per common share supplemental distribution in December 2014, and a $0.06 per common share supplemental distribution in each of June 2017, December 2017, and June 2018.

Capital Raising Efforts

We have been able to meet our capital needs through extensions of and increases to the Fifth Amended and Restated Credit Agreement dated April 30, 2013, as amended (the “Credit Facility”), and by accessing the capital markets in the form of public offerings of common and preferred stock. We have successfully extended the Credit Facility’s revolving period multiple times, most recently to November 2019, and currently have a total commitment amount of $165.0 million (with a potential total commitment of $250.0 million through additional commitments of new or existing lenders). During the three months ended June 30, 2018, we sold 168,824 shares of our common stock under our at-the-market program for gross proceeds of approximately $1.9 million. During the year ended March 31, 2018, we sold 127,412 shares of our common stock under our at-the-market program for gross proceeds of approximately $1.3 million. Additionally, we issued approximately 2.3 million shares of common stock for gross proceeds of $21.2 million in May 2017, inclusive of the June 2017 over-allotment. Refer to “Liquidity and Capital Resources — Revolving Line of Credit” for further discussion of the Credit Facility, “Liquidity and Capital Resources — Equity — Common Stock” and “Liquidity and Capital Resources — Equity — Term Preferred Stock” for further discussion of our common stock and mandatorily redeemable preferred stock.

Although we have been able to access the capital markets historically, market conditions may continue to affect the trading price of our common stock and thus our ability to finance new investments through the issuance of common equity. On July 31, 2018, the closing market price of our common stock was $11.30 per share, representing a 2.3% discount to our net asset value (“NAV”) of $11.57 per share as of June 30, 2018. When our common stock trades below NAV, our ability to issue additional equity is constrained by provisions of the 1940 Act, which generally prohibits the issuance and sale of our common stock at an issuance price below the then-current NAV per share without stockholder approval, other than through sales to our then-existing stockholders pursuant to a rights offering.

At our 2017 Annual Meeting of Stockholders held on August 24, 2017, our stockholders approved a proposal authorizing us to issue and sell shares of our common stock at a price below our then-current NAV per share, subject to certain limitations, including that the number of common shares issued and sold pursuant to such authority does not exceed 25.0% of our then-outstanding common stock immediately prior to each such sale, provided that our board of directors (“Board of Directors”) makes certain determinations prior to any such sale. This August 2017 stockholder authorization is in effect for one year from the date of stockholder approval. At our 2018 Annual Meeting of Stockholders, scheduled to take place on August 2, 2018, our stockholders will vote on a similar proposal, which would be in effect for another year. We sought and obtained stockholder approval concerning similar proposals at each Annual Meeting of Stockholders since 2008, and with our Board of Directors’ subsequent approval, we issued shares of our common stock in three offerings at a price below the then-current NAV per share, once in May 2017, once in March 2015, and once in October 2012. Certain sales under the at-the-market program in March and April 2018 were also below the then-current estimated NAV per share. The resulting proceeds, in part, have allowed us to (i) grow our portfolio by making new investments, (ii) generate additional income through these new investments, (iii) ensure continued compliance with regulatory tests and (iv) increase our debt capital while still complying with our applicable debt-to-equity ratios. Refer to “Liquidity and Capital Resources — Equity — Common Stock” for further discussion of our common stock.

 

45


Regulatory Compliance

Our ability to seek external debt financing, to the extent that it is available under current market conditions, is further subject to the asset coverage limitations of the 1940 Act, which require us to have asset coverage (as defined in Sections 18 and 61 of the 1940 Act, as amended), of at least 200% (currently) or 150.0% (effective April 10, 2019) on each of our senior securities representing indebtedness and our senior securities that are stock (such as our three series of term preferred stock).

On April 10, 2018, our Board of Directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) thereof, approved the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, the Company’s asset coverage requirements for senior securities will be changed from 200% to 150%, effective one year after the date of the Board of Directors’ approval; or April 10, 2019. Under the current 200% asset coverage standard, we may borrow debt or issue senior securities in the amount of $1.00 for every $1.00 of equity in the Company. Starting from April 10, 2019, under the 150% asset coverage standard, we may borrow debt or issue senior securities in the amount of $2.00 for every $1.00 of equity in the Company. Notwithstanding the modified asset coverage requirement under the 1940 Act described above, we are separately subject to a minimum asset coverage requirement of 200% with respect to certain provisions of our Credit Facility and our three series of mandatorily redeemable preferred stock.

As of June 30, 2018, our asset coverage ratio on our senior securities representing indebtedness was 566.8% and our asset coverage on our senior securities that are stock was 250.2%.

Investment Highlights

During the three months ended June 30, 2018, and inclusive of non-cash transactions, we invested $29.2 million in one new portfolio company, received $32.1 million in proceeds from repayments and sales, and extended $0.9 million of follow-on investments to existing portfolio companies through revolver draws and term loans.

Investment Activity

During the three months ended June 30, 2018, the following significant transactions occurred:

 

    In April 2018, we invested $29.2 million in Bassett Creek Restoration, Inc. (d/b/a J.R. Johnson, LLC) (“Bassett Creek”) through a combination of secured first lien debt and preferred equity. Bassett Creek, headquartered in Portland, Oregon, is a leading provider of commercial restoration and renovation services to the Oregon and Southwest Washington region.

 

    In June 2018, we sold our investment in Drew Foam Companies, Inc. (“Drew Foam”), which resulted in dividend and success fee income of $0.2 million and a realized gain of $13.8 million. In connection with the sale, we received net cash proceeds of $27.3 million, including the repayment of our debt investment of $9.9 million at par.

The following significant investment activity occurred subsequent to June 30, 2018. Also refer to Note 13 — Subsequent Events in the accompanying Notes to Consolidated Financial Statements included elsewhere in this Quarterly Report.

 

    In July 2018, we exited our investment in NDLI, Inc. and recorded a realized loss of $3.6 million.

Recent Developments

Registration Statement

On June 5, 2018, we filed a registration statement on Form N-2 (File No. 333-225447), which the SEC declared effective on July 13, 2018. The registration statement permits us to issue, through one or more transactions, up to an aggregate of $300.0 million in securities, consisting of common stock, preferred stock, subscription rights, debt securities, and warrants to purchase common stock, preferred stock, or debt securities, including through concurrent, separate offerings of such securities. As of July 31, 2018, we had the ability to issue up to $300.0 million in securities under the registration statement.

At-the-Market Program

In February 2018, we entered into equity distribution agreements (commonly referred to as “at-the-market” (“ATM”) programs) with Cantor Fitzgerald & Co. (“Cantor”), Ladenburg Thalmann & Co., Inc., and Wedbush Securities, Inc. (each a “Sales Agent”), under

 

46


which we have the ability to issue and sell shares of our common stock, from time to time, through the Sales Agents, up to an aggregate offering price of $35.0 million. Pursuant to our prior registration statement on Form N-2 (File No. 333-204996), during the three months ended June 30, 2018, we sold 168,824 shares of our common stock under the ATM program with Cantor at a weighted-average gross price of $11.09 per share and raised approximately $1.9 million of gross proceeds. The weighted-average net price per share, after deducting commissions and offering costs borne by us, was $10.87 and resulted in total net proceeds of approximately $1.8 million. Certain of these sales were below our then-current estimated NAV per share during the sales period, with a discount of $0.002 per share, when comparing the sales price per share, after deducting commissions, to the then-current estimated NAV per share; however, the net dilutive effect (after commissions and offering costs borne by us) of these sales was $0.00 per common share as a result of the small number of shares sold at a slight discount to NAV per share and resulting rounding. In aggregate, the sales during the three months ended June 30, 2018 were above our then-current estimated NAV per share. As of June 30, 2018, we had remaining capacity to sell up to $31.8 million of common stock under the ATM program.

Distributions and Dividends

In July 2018, our Board of Directors declared the following monthly distributions to common stockholders and monthly dividends to holders of our Series B Term Preferred Stock, Series C Term Preferred Stock and Series D Term Preferred Stock:

 

Record Date

  

Payment Date

   Distribution per
Common Share
     Dividend per
Share of

Series B Term
Preferred Stock
     Dividend per
Share of
Series C Term
Preferred Stock
     Dividend per
Share of
Series D Term
Preferred Stock
 

July 20, 2018

   July 31, 2018    $ 0.067      $ 0.140625      $ 0.135417      $ 0.13020833  

August 21, 2018

   August 31, 2018      0.067        0.140625        0.135417        0.13020833  

September 19, 2018

   September 28, 2018      0.067        0.140625        0.135417        0.13020833  
     

 

 

    

 

 

    

 

 

    

 

 

 
   Total for the Quarter:    $ 0.201      $ 0.421875      $ 0.406251      $ 0.39062499  
     

 

 

    

 

 

    

 

 

    

 

 

 

 

47


RESULTS OF OPERATIONS

Comparison of the Three Months Ended June 30, 2018 to the Three Months Ended June 30, 2017

 

     For the Three Months Ended June 30,  
     2018      2017      $ Change      % Change  

INVESTMENT INCOME

           

Interest income

   $ 13,314      $ 10,746      $ 2,568        23.9

Dividend, success fee, and other income

     2,190        2,874        (684      (23.8
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment income

     15,504        13,620        1,884        13.8  
  

 

 

    

 

 

    

 

 

    

 

 

 

EXPENSES