Gladstone Investment Corporation
GLADSTONE INVESTMENT CORPORATION\DE (Form: 10-Q, Received: 08/01/2017 16:05:43)
Table of Contents

 

 

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, 2017

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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. (Check one):

 

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  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of July 31, 2017, was 32,526,223.

 

 

 


Table of Contents

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, 2017 and March 31, 2017

     2  
 

Consolidated Statements of Operations for the three months ended June 30, 2017 and 2016

     3  
 

Consolidated Statements of Changes in Net Assets for the three months ended June 30, 2017 and 2016

     4  
 

Consolidated Statements of Cash Flows for the three months ended June 30, 2017 and 2016

     5  
 

Consolidated Schedules of Investments as of June 30, 2017 and March 31, 2017

     6  
 

Notes to Consolidated Financial Statements

     14  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     38  
 

Overview

     38  
 

Results of Operations

     43  
 

Liquidity and Capital Resources

     48  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     55  

Item 4.

 

Controls and Procedures

     55  

PART II.

 

OTHER INFORMATION:

 

Item 1.

 

Legal Proceedings

     56  

Item 1A.

 

Risk Factors

     56  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     56  

Item 3.

 

Defaults Upon Senior Securities

     56  

Item 4.

 

Mine Safety Disclosures

     56  

Item 5.

 

Other Information

     56  

Item 6.

 

Exhibits

     56  

SIGNATURES

     57  


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

     June 30,     March 31,  
     2017     2017  

ASSETS

    

Investments at fair value

    

Non-Control/Non-Affiliate investments (Cost of $206,948 and $225,046, respectively)

   $ 207,184     $ 223,451  

Affiliate investments (Cost of $280,558 and $278,811, respectively)

     266,169       262,086  

Control investments (Cost of $21,312 and $21,312 respectively)

     13,417       16,042  
  

 

 

   

 

 

 

Total investments at fair value (Cost of $508,818 and $525,169, respectively)

     486,770       501,579  

Cash and cash equivalents

     6,100       2,868  

Restricted cash and cash equivalents

     596       1,231  

Interest receivable

     1,616       2,305  

Due from custodian

     2,673       2,238  

Deferred financing costs, net

     1,491       1,588  

Other assets, net

     1,102       3,386  
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 500,348     $ 515,195  
  

 

 

   

 

 

 

LIABILITIES

    

Borrowings:

    

Line of credit at fair value (Cost of $34,000 and $69,700, respectively)

   $ 34,000     $ 69,700  

Secured borrowing

     5,096       5,096  
  

 

 

   

 

 

 

Total borrowings

     39,096       74,796  

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

     135,030       134,835  

Accounts payable and accrued expenses

     1,084       578  

Fees due to Adviser (A)

     1,962       1,671  

Fee due to Administrator (A)

     307       296  

Other liabilities

     1,634       1,937  
  

 

 

   

 

 

 

TOTAL LIABILITIES

   $ 179,113     $ 214,113  
  

 

 

   

 

 

 

Commitments and contingencies (B)

    

NET ASSETS

   $ 321,235     $ 301,082  
  

 

 

   

 

 

 

ANALYSIS OF NET ASSETS

    

Common stock, $0.001 par value per share, 100,000,000 shares authorized, 32,526,223 and 30,270,958 shares issued and outstanding, respectively

     33     $ 30  

Capital in excess of par value

     330,012       310,332  

Cumulative net unrealized depreciation of investments

     (22,048     (23,590

Net investment income in excess of distributions

     6,997       7,283  

Accumulated net realized gain

     6,241       7,027  
  

 

 

   

 

 

 

TOTAL NET ASSETS

   $ 321,235     $ 301,082  
  

 

 

   

 

 

 

NET ASSET VALUE PER SHARE AT END OF PERIOD

   $ 9.88     $ 9.95  
  

 

 

   

 

 

 

 

(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


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 

     Three Months Ended
June 30,
 
     2017     2016  

INVESTMENT INCOME

    

Interest income:

    

Non-Control/Non-Affiliate investments

   $ 4,466     $ 4,505  

Affiliate investments

     6,072       6,914  

Control investments

     206       209  

Cash and cash equivalents

     2       —    
  

 

 

   

 

 

 

Total interest income

     10,746       11,628  

Other income:

    

Non-Control/Non-Affiliate investments

     2,009       15  

Affiliate investments

     865       2,750  
  

 

 

   

 

 

 

Total other income

     2,874       2,765  
  

 

 

   

 

 

 

Total investment income

     13,620       14,393  
  

 

 

   

 

 

 

EXPENSES

    

Base management fee (A)

     2,516       2,509  

Loan servicing fee (A)

     1,564       1,681  

Incentive fee (A)

     1,172       1,700  

Administration fee (A)

     307       299  

Interest expense on borrowings

     729       971  

Dividends on mandatorily redeemable preferred stock

     2,251       2,065  

Amortization of deferred financing costs and discounts

     367       481  

Professional fees

     319       192  

Other general and administrative expenses

     1,072       201  
  

 

 

   

 

 

 

Expenses before credits from Adviser

     10,297       10,099  
  

 

 

   

 

 

 

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

     (1,564     (1,681

Credits to fees from Adviser — other (A)

     (548     (837
  

 

 

   

 

 

 

Total expenses, net of credits to fees

     8,185       7,581  
  

 

 

   

 

 

 

NET INVESTMENT INCOME

   $ 5,435     $ 6,812  
  

 

 

   

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS)

    

Net realized gain (loss):

    

Non-Control/Non-Affiliate investments

     941       (153

Affiliate investments

     224       18,789  

Control investments

     —         (1

Other

     —         (75
  

 

 

   

 

 

 

Total net realized gain

     1,165       18,560  

Net unrealized appreciation (depreciation):

    

Non-Control/Non-Affiliate investments

     1,831       7,217  

Affiliate investments

     2,335       (15,949

Control investments

     (2,625     7,819  

Other

     —         75  
  

 

 

   

 

 

 

Total net unrealized appreciation (depreciation)

     1,541       (838
  

 

 

   

 

 

 

Net realized and unrealized gain

     2,706       17,722  
  

 

 

   

 

 

 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

   $ 8,141     $ 24,534  
  

 

 

   

 

 

 

BASIC AND DILUTED PER COMMON SHARE:

    

Net investment income

   $ 0.17     $ 0.23  
  

 

 

   

 

 

 

Net increase in net assets resulting from operations

   $ 0.26     $ 0.81  
  

 

 

   

 

 

 

Distributions

   $ 0.25     $ 0.19  
  

 

 

   

 

 

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:

    

Basic and diluted

     31,474,284       30,270,958  

 

(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


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(IN THOUSANDS)

(UNAUDITED)

 

     Three Months Ended
June 30,
 
     2017     2016  

OPERATIONS

    

Net investment income

   $ 5,435     $ 6,812  

Net realized gain on investments

     1,165       18,635  

Net realized loss on other

     —         (75

Net unrealized appreciation (depreciation) of investments

     1,541       (913

Net unrealized appreciation of other

     —         75  
  

 

 

   

 

 

 

Net increase in net assets from operations

     8,141       24,534  
  

 

 

   

 

 

 

DISTRIBUTIONS

    

Distributions to common stockholders from net investment income

     (6,091     (5,676

Distributions to common stockholders from realized gains

     (1,951     —    
  

 

 

   

 

 

 

Net decrease in net assets from distributions

     (8,042     (5,676
  

 

 

   

 

 

 

CAPITAL ACTIVITY

    

Issuance of common stock

     21,154       —    

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

     (1,100     —    
  

 

 

   

 

 

 

Net increase in net assets from capital activity

     20,054       —    
  

 

 

   

 

 

 

TOTAL INCREASE IN NET ASSETS

     20,153       18,858  

NET ASSETS, BEGINNING OF PERIOD

     301,082       279,022  
  

 

 

   

 

 

 

NET ASSETS, END OF PERIOD

   $ 321,235     $ 297,880  
  

 

 

   

 

 

 

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

 

4


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)

 

     Three Months Ended
June 30,
 
     2017     2016  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net increase in net assets resulting from operations

   $ 8,141     $ 24,534  

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

    

Purchase of investments

     (2,148     (28,976

Principal repayments of investments

     13,660       15,411  

Net proceeds from the sale of investments

     5,797       27,531  

Net realized gain on investments

     (1,176     (18,654

Net realized loss on other

     —         75  

Net unrealized (appreciation) depreciation of investments

     (1,541     913  

Net unrealized appreciation of other

     —         (75

Amortization of premiums, discounts, and acquisition costs, net

     (2     —    

Amortization of deferred financing costs and discounts

     367       481  

Bad debt expense, net of recoveries

     539       (18

Changes in assets and liabilities:

    

Decrease (increase) in restricted cash and cash equivalents

     635       (277

Decrease (increase) in interest receivable

     235       24  

(Increase) decrease in due from custodian

     (435     489  

Decrease (increase) in other assets, net

     2,292       157  

Increase (decrease) in accounts payable and accrued expenses

     498       (226

Increase in fees due to Adviser (A)

     291       199  

Increase (decrease) in fee due to Administrator (A)

     11       (12

(Decrease) increase in other liabilities

     (185     327  
  

 

 

   

 

 

 

Net cash provided by operating activities

     26,979       21,903  
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from issuance of common stock

     21,154       —    

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

     (1,084     —    

Proceeds from line of credit

     9,400       31,100  

Repayments on line of credit

     (45,100     (46,500

Deferred financing and offering costs

     (75     (75

Distributions paid to common stockholders

     (8,042     (5,676
  

 

 

   

 

 

 

Net cash used in financing activities

     (23,747     (21,151
  

 

 

   

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

     3,232       752  

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

     2,868       4,481  
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 6,100     $ 5,233  
  

 

 

   

 

 

 

CASH PAID FOR INTEREST

   $ 626     $ 913  
  

 

 

   

 

 

 

NON-CASH ACTIVITIES (B)

   $ 9,379     $ —    
  

 

 

   

 

 

 

 

(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”) was 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.

 

5


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

JUNE 30, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

NON-CONTROL/NON-AFFILIATE INVESTMENTS (N) :

  
AquaVenture Holdings Limited   

Utilities

  

Common Stock (83,453 shares) (C)(S)

   $      $ 1,375      $ 1,271  
           

 

 

    

 

 

 
              1,375        1,271  

B-Dry, LLC

  

Personal, Food and Miscellaneous Services

  

Secured First Lien Line of Credit, $100 available (1.5% (0.8% Unused Fee), Due 12/2018) (L)

     4,550        4,550        4,320  
     

Secured First Lien Term Debt (1.5%, Due 12/2019) (L)

     6,443        6,443        —    
     

Secured First Lien Term Debt (1.5%, Due 12/2019) (L)

     840        840        —    
     

Preferred Stock (2,500 shares) (C)(L)

        2,516        —    
     

Common Stock (2,500 shares) (C)(L)

        300        —    
           

 

 

    

 

 

 
              14,649        4,320  

Counsel Press, Inc.

  

Diversified/Conglomerate Services

  

Secured First Lien Line of Credit, $500 available (13.0% (1.0% Unused Fee), Due 3/2018) (L)

     —          —          —    
     

Secured First Lien Term Debt (13.0%, Due 3/2020) (L)

     18,000        18,000        18,000  
     

Secured First Lien Term Debt (14.2%, Due 3/2020) (L)

     5,500        5,500        5,500  
     

Preferred Stock (6,995 shares) (C)(L)

        6,995        4,934  
           

 

 

    

 

 

 
              30,495        28,434  

Country Club Enterprises, LLC

  

Automobile

  

Secured Second Lien Term Debt (18.7%, Due
5/2018) (L)

     4,000        4,000        4,000  
     

Preferred Stock (7,304,792 shares) (C)(L)

        7,725        2,037  
     

Guaranty ($2,000) (D)

        —          —    
           

 

 

    

 

 

 
              11,725        6,037  

Diligent Delivery Systems

  

Cargo Transport

  

Secured Second Lien Term Debt (10.0%, Due 11/2022) (K)

     13,000        12,901        13,406  
     

Common Stock Warrants (8% ownership) (C)(L)

        500        2,700  
           

 

 

    

 

 

 
              13,401        16,106  

Drew Foam Companies, Inc.

  

Chemicals, Plastics, and Rubber

  

Secured First Lien Term Debt (13.5%, Due 8/2017) (L)

     9,913        9,913        9,913  
     

Preferred Stock (34,045 shares) (C)(L)

        3,375        3,955  
     

Common Stock (5,372 shares) (C)(L)

        63        11,743  
           

 

 

    

 

 

 
              13,351        25,611  

Frontier Packaging, Inc.

  

Containers, Packaging, and Glass

  

Secured First Lien Term Debt (12.0%, Due 12/2019) (L)

     9,500        9,500        9,500  
     

Preferred Stock (1,373 shares) (C)(L)

        1,373        1,429  
     

Common Stock (152
shares) (C)(L)

        152        8,075  
           

 

 

    

 

 

 
              11,025        19,004  

Funko Acquisition Holdings, LLC (M)

  

Personal and Non-Durable Consumer Products (Manufacturing Only)

  

Preferred Stock (260
units) (C)(L)

        167        245  
     

Common Stock (975
units) (C)(L)

        —          —    
           

 

 

    

 

 

 
              167        245  

Ginsey Home Solutions, Inc.

  

Home and Office Furnishings, Housewares, and Durable Consumer Products

  

Secured Second Lien Term Debt (13.5%, Due
1/2021) (H)(L)

     13,300        13,300        13,300  
     

Preferred Stock (19,280 shares) (C)(L)

        9,583        6,991  
     

Common Stock (63,747 shares) (C)(L)

        8        —    
           

 

 

    

 

 

 
              22,891        20,291  

Jackrabbit, Inc.

  

Farming and Agriculture

  

Secured First Lien Term Debt (13.5%, Due 4/2018) (L)

     11,000        11,000        11,000  
     

Preferred Stock (3,556 shares) (C)(L)

        3,556        2,163  
     

Common Stock (548
shares) (C)(L)

        94        —    
           

 

 

    

 

 

 
              14,650        13,163  

Nth Degree, Inc.

  

Diversified/Conglomerate Service

  

Secured First Lien Term Debt (12.7%, Due 12/2020) (L)

     13,290        13,290        13,290  
     

Preferred Stock (5,660
units) (C)(L)

        5,660        16,270  
           

 

 

    

 

 

 
              18,950        29,560  

SBS Industries, LLC

  

Machinery (Non-agriculture, Non-construction, Non-electronic)

  

Secured First Lien Line of Credit, $1,500 available (10.0% (1.0% Unused Fee), Due 6/2018) (L)

     —          —          —    
     

Secured First Lien Term Debt (14.0%, Due 6/2020) (L)

     19,957        19,957        19,957  
     

Preferred Stock (27,705 shares) (C)(L)

        2,772        1,449  
     

Common Stock (221,500 shares) (C)(L)

        222        —    
           

 

 

    

 

 

 
              22,951        21,406  

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

 

6


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

Schylling, Inc.

  

Leisure, Amusement, Motion Pictures, and Entertainment

  

Secured First Lien Term Debt (13.0%, Due 8/2018) (L)

     13,081        13,081        13,081  
     

Preferred Stock (4,000
shares) (C)(L)

        4,000        —    
           

 

 

    

 

 

 
              17,081        13,081  

Star Seed, Inc.

  

Farming and Agriculture

  

Secured First Lien Term Debt (12.5%, Due 5/2018) (L)

     5,000        5,000        5,000  
     

Preferred Stock (1,499
shares) (C)(L)

        1,499        439  
     

Common Stock (600
shares) (C)(L)

        1        —    
           

 

 

    

 

 

 
              6,500        5,439  
Tread Corporation   

Oil and Gas

  

Secured First Lien Line of Credit, $634 available (12.5%, Due 2/2018) (G)(L)

     3,216        3,216        3,216  
     

Preferred Stock (12,998,639 shares) (C)(L)

        3,768        —    
     

Common Stock (10,089,048 shares) (C)(L)

        753        —    
           

 

 

    

 

 

 
              7,737        3,216  
           

 

 

    

 

 

 

Total Non-Control/Non-Affiliate Investments (represents 42.6% of total investments at fair value)

 

   $ 206,948      $ 207,184  
           

 

 

    

 

 

 

AFFILIATE INVESTMENTS (O) :

           

Alloy Die Casting Co. (M)

  

Diversified/Conglomerate Manufacturing

  

Secured First Lien Term Debt (13.5%, Due 10/2018) (G)(K)

   $ 12,215      $ 12,215      $ 8,551  
     

Secured First Lien Term Debt (13.5%, Due 10/2018) (G)(K)

     175        175        123  
     

Secured First Lien Term Debt (Due 10/2018) (K)(R)

     910        910        641  
     

Preferred Stock (5,114
shares) (C)(L)

        5,114        —    
     

Common Stock (630
shares) (C)(L)

        41        —    
           

 

 

    

 

 

 
              18,455        9,315  

Brunswick Bowling Products, Inc.

  

Home and Office Furnishings, Housewares and Durable Consumer Products

  

Secured First Lien Term Debt (16.3%, Due 5/2020) (L)

     11,307        11,307        11,307  
     

Preferred Stock (4,943
shares) (C)(L)

        4,943        7,582  
           

 

 

    

 

 

 
              16,250        18,889  

B+T Group Acquisition Inc. (M)

  

Telecommunications

  

Secured First Lien Term Debt (13.0%, Due 12/2019) (L)

     14,000        14,000        14,000  
     

Preferred Stock (12,841
shares) (C)(L)

        4,196        3,204  
           

 

 

    

 

 

 
              18,196        17,204  

Cambridge Sound Management, Inc.

  

Home and Office Furnishings, Housewares and Durable Consumer Products

  

Secured Second Lien Term Debt (13.0%, Due 8/2021) (L)

     16,000        16,000        16,000  
     

Preferred Stock (4,500
shares) (C)(L)

        4,500        17,233  
           

 

 

    

 

 

 
              20,500        33,233  

Channel Technologies Group, LLC

  

Diversified/Conglomerate Manufacturing

  

Preferred Stock
(2,279 shares) (C)(L)

        1,841        —    
     

Common Stock (2,319,184
shares) (C)(L)

        —          —    
           

 

 

    

 

 

 
              1,841        —    

D.P.M.S., Inc.

  

Diversified/Conglomerate Manufacturing

  

Secured First Lien Term Debt (10.0%, Due 10/2021) (I)(L)

     8,795        8,795        6,871  
     

Common Stock (627
shares) (C)(L)

        1        —    
           

 

 

    

 

 

 
              8,796        6,871  

Edge Adhesives Holdings, Inc. (M)

  

Diversified/Conglomerate Manufacturing

  

Secured First Lien Term Debt (12.5%, Due 2/2019) (K)

     9,300        9,300        8,463  
     

Secured First Lien Term Debt (13.8%, Due 2/2019) (K)

     2,400        2,400        2,196  
     

Preferred Stock (3,774
units) (C)(L)

        3,774        —    
           

 

 

    

 

 

 
              15,474        10,659  

GI Plastek, Inc.

  

Chemicals, Plastics, and Rubber

  

Secured First Lien Term Debt (13.3%, Due 7/2020) (L)

     15,000        15,000        15,000  
     

Preferred Stock (5,150
units) (C)(L)

        5,150        3,904  
           

 

 

    

 

 

 
              20,150        18,904  

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

 

7


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

Head Country, Inc.

  

Beverage, Food and Tobacco

  

Secured First Lien Term Debt (12.5%, Due 2/2019) (L)

   $ 9,050      $ 9,050      $ 9,050  
     

Preferred Stock (4,000 shares) (C)(L)

        4,000        4,255  
           

 

 

    

 

 

 
              13,050        13,305  

JR Hobbs, Co. – Atlanta, LLC

  

Diversified/Conglomerate Services

  

Secured First Lien Line of Credit, $50 available (10.0% (1.0% Unused Fee), Due 2/2018) (L)

     3,950        3,950        3,950  
     

Secured First Lien Term Debt (13.0%, Due 2/2022) (L)

     21,000        21,000        21,000  
     

Preferred Stock (5,920 shares) (C)(L)

        5,920        6,355  
           

 

 

    

 

 

 
              30,870        31,305  

Logo Sportswear, Inc.

  

Textiles and Leather

  

Secured First Lien Term Debt (12.5%, Due 3/2020) (L)

     9,200        9,200        9,200  
     

Preferred Stock (1,550 shares) (C)(L)

        1,550        12,037  
           

 

 

    

 

 

 
              10,750        21,237  

Meridian Rack & Pinion, Inc. (M)

  

Automobile

  

Secured First Lien Term Debt (13.5%, Due 12/2018) (K)

     9,660        9,660        8,694  
     

Preferred Stock (3,381 shares) (C)(L)

        3,381        940  
           

 

 

    

 

 

 
              13,041        9,634  

The Mountain Corporation

  

Personal and Non-Durable Consumer Products (Manufacturing Only)

  

Secured Second Lien Term Debt (13.7%, Due
8/2021) (L)

     18,600        18,600        18,600  
     

Preferred Stock (6,899 shares) (C)(L)

        6,899        —    
     

Common Stock (751
shares) (C)(L)

        1        —    
           

 

 

    

 

 

 
              25,500        18,600  

NDLI, Inc.

  

Cargo Transport

  

Preferred Stock (3,600 shares) (C)(L)

        3,600        —    
     

Common Stock (545
shares) (C)(L)

        —          —    
           

 

 

    

 

 

 
              3,600        —    

Old World Christmas, Inc.

  

Home and Office Furnishings, Housewares, and Durable Consumer Products

  

Secured First Lien Term Debt (13.3%, Due 10/2019) (L)

     15,770        15,770        15,770  
     

Preferred Stock (6,180 shares) (C)(L)

        6,180        11,060  
           

 

 

    

 

 

 
              21,950        26,830  

Precision Southeast, Inc.

  

Diversified/Conglomerate Manufacturing

  

Secured Second Lien Term Debt (14.0%, Due
9/2020) (G)(L)

     9,618        9,618        9,618  
     

Preferred Stock (37,391
shares) (C)(L)

        3,739        1,627  
     

Common Stock (90,909
shares) (C)(L)

        91        —    
           

 

 

    

 

 

 
              13,448        11,245  

SOG Specialty Knives & Tools, LLC

  

Leisure, Amusement, Motion Pictures, and Entertainment

  

Secured First Lien Term Debt (13.3%, Due 8/2020) (L)

     6,200        6,200        6,200  
     

Secured First Lien Term Debt (14.8%, Due 8/2020) (L)

     12,200        12,200        12,200  
     

Secured First Lien Term Loan (Due 8/2020) (L)(R)

     538        538        538  
     

Preferred Stock (9,749 shares) (C)(L)

        9,749        —    
           

 

 

    

 

 

 
              28,687        18,938  
           

 

 

    

 

 

 

Total Affiliate Investments (represents 54.7% of total investments at fair value)

      $ 280,558      $ 266,169  
           

 

 

    

 

 

 

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

 

8


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

CONTROL INVESTMENTS (P) :

 

     

Galaxy Tool Holding Corporation

  

Aerospace and Defense

  

Secured First Lien Line of Credit, $200 available (6.5% (1.0% Unused Fee), Due 8/2019) (L)

   $ 4,800      $ 4,800      $ 4,800  
     

Secured Second Lien Term Debt (10.0%, Due 8/2019) (L)

     5,000        5,000        5,000  
     

Preferred Stock (5,517,444 shares) (C)(L)

        11,464        3,617  
     

Common Stock (88,843 shares) (C)(L)

        48        —    
           

 

 

    

 

 

 
              21,312        13,417  
           

 

 

    

 

 

 

Total Control Investments (represents 2.7% of total investments at fair value)

 

   $ 21,312      $ 13,417  
           

 

 

    

 

 

 

TOTAL INVESTMENTS

      $ 508,818      $ 486,770  
           

 

 

    

 

 

 

 

(A)   Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, totaling $414.9 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, 2017, our investment in AquaVenture Holdings Limited is considered a non-qualifying asset under Section 55 of the 1940 Act and represents 0.3% of total investments, at fair value.
(B)   Percentages represent the weighted average cash interest rates in effect at June 30, 2017, and due date represents the contractual maturity date. Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate. If applicable, paid-in-kind interest rates are noted separately from the cash interest rates.
(C)   Security is non-income producing.
(D)   Refer to Note 11 — Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information regarding this guaranty.
(E)   Reserved.
(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, 2017.
(I)   Debt security has a fixed interest rate.
(J)   Reserved.
(K)   Fair value was based on internal yield analysis or on estimates of value submitted by Standard & 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.
(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)   Reserved.
(R)   Debt security does not have a stated current interest rate.
(S)   Fair value was based on the closing market price of our shares as of the reporting date. AquaVenture Holdings Limited is traded on the New York Stock Exchange under the trading symbol “WAAS.”

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

 

9


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

NON-CONTROL/NON-AFFILIATE INVESTMENTS (N) :

     

AquaVenture Holdings Limited

  

Utilities

  

Common Stock (201,586 shares) (C)(S)

   $      $ 3,397      $ 3,433  
           

 

 

    

 

 

 
              3,397        3,433  

B-Dry, LLC

  

Personal, Food and Miscellaneous Services

  

Secured First Lien Line of Credit, $500 available (7.3% (0.8% Unused Fee), Due 12/2018) (L)

     4,150        4,150        4,150  
     

Secured First Lien Term Debt (1.5%, Due 12/2019) (L)

     6,443        6,443        205  
     

Secured First Lien Term Debt (1.5%, Due 12/2019) (L)

     840        840        —    
     

Preferred Stock (2,500
shares) (C)(L)

        2,516        —    
     

Common Stock (2,500 shares) (C)(L)

        300        —    
           

 

 

    

 

 

 
              14,249        4,355  

Counsel Press, Inc.

  

Diversified/Conglomerate Services

  

Secured First Lien Line of Credit, $500 available (12.8% (1.0% Unused Fee), Due 3/2018) (L)

     —          —          —    
     

Secured First Lien Term Debt (12.8%, Due 3/2020) (L)

     18,000        18,000        18,000  
     

Secured First Lien Term Debt (14.0%, Due 3/2020) (L)

     5,500        5,500        5,500  
     

Preferred Stock (6,995
shares) (C)(L)

        6,995        6,117  
           

 

 

    

 

 

 
              30,495        29,617  

Country Club Enterprises, LLC

  

Automobile

  

Secured Second Lien Term Debt (18.7%, Due
5/2017) (L)

     4,000        4,000        4,000  
     

Preferred Stock (7,245,681
shares) (C)(L)

        7,725        5,256  
     

Guaranty ($2,000) (D)

        —          —    
           

 

 

    

 

 

 
              11,725        9,256  

Diligent Delivery Systems

  

Cargo Transport

  

Secured Second Lien Term Debt (10.0%, Due
8/2020) (K)

     13,000        13,000        13,292  
     

Common Stock Warrants (8% ownership) (C)(L)

        500        2,598  
           

 

 

    

 

 

 
              13,500        15,890  

Drew Foam Companies, Inc.

  

Chemicals, Plastics, and Rubber

  

Secured First Lien Term Debt (13.5%, Due 8/2017) (L)

     9,913        9,913        9,913  
     

Preferred Stock (34,045 shares) (C)(L)

        3,375        3,878  
     

Common Stock (5,372 shares) (C)(L)

        63        11,451  
           

 

 

    

 

 

 
              13,351        25,242  

Frontier Packaging, Inc.

  

Containers, Packaging, and Glass

  

Secured First Lien Term Debt (12.0%, Due 12/2019) (L)

     9,500        9,500        9,500  
     

Preferred Stock (1,373
shares) (C)(L)

        1,373        1,401  
     

Common Stock (152
shares) (C)(L)

        152        7,364  
           

 

 

    

 

 

 
              11,025        18,265  

Funko Acquisition Holdings, LLC (M)

  

Personal and Non-Durable Consumer Products (Manufacturing Only)

  

Preferred Stock (260
units) (C)(L)

        167        257  
     

Common Stock (975
units) (C)(L)

        —          —    
           

 

 

    

 

 

 
              167        257  

Ginsey Home Solutions, Inc.

  

Home and Office Furnishings, Housewares, and Durable Consumer Products

  

Secured Second Lien Term Debt (13.5%, Due
1/2021) (H)(L)

     13,300        13,300        13,300  
     

Preferred Stock (19,280 shares) (C)(L)

        9,583        7,176  
     

Common Stock (63,747 shares) (C)(L)

        8        —    
           

 

 

    

 

 

 
              22,891        20,476  

Jackrabbit, Inc.

  

Farming and Agriculture

  

Secured First Lien Term Debt (13.5%, Due 4/2018) (L)

     11,000        11,000        11,000  
     

Preferred Stock (3,556
shares) (C)(L)

        3,556        3,421  
     

Common Stock (548
shares) (C)(L)

        94        —    
           

 

 

    

 

 

 
              14,650        14,421  

Mathey Investments, Inc.

  

Machinery (Non-agriculture, Non-construction, Non-electronic)

  

Secured First Lien Term Debt (10.0%, Due 3/2018) (L)

     1,375        1,375        1,375  
     

Secured First Lien Term Debt (12.0%, Due 3/2018) (L)

     3,727        3,727        3,727  
     

Secured First Lien Term Debt (12.5%, Due 3/2018) (I)(L)

     3,500        3,500        1,619  
     

Common Stock (29,102 shares) (C)(L)

        777        —    
           

 

 

    

 

 

 
              9,379        6,721  

Mitchell Rubber Products, Inc.

  

Chemicals, Plastics, and Rubber

  

Secured Second Lien Term Debt (13.0%, Due
3/2018) (I)(J)(Q)

     13,560        13,560        15,230  
     

Preferred Stock (27,900 shares) (C)(J)(Q)

        2,790        3,903  
     

Common Stock (27,900 shares) (C)(J)(Q)

        28        28  
           

 

 

    

 

 

 
              16,378        19,161  

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

 

10


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

Nth Degree, Inc.

  

Diversified/Conglomerate Service

  

Secured First Lien Term Debt (12.5%, Due 12/2020) (L)

   $ 13,290      $ 13,290      $ 13,290  
     

Preferred Stock (5,660
units) (C)(L)

        5,660        12,471  
           

 

 

    

 

 

 
              18,950        25,761  

SBS Industries, LLC

  

Machinery (Non-agriculture, Non-construction, Non-electronic)

  

Secured First Lien Term Debt (14.0%, Due 8/2019) (L)

     11,355        11,355        10,561  
     

Preferred Stock (19,935
shares) (C)(L)

        1,994        —    
     

Common Stock (221,500 shares) (C)(L)

        222        —    
           

 

 

    

 

 

 
              13,571        10,561  

Schylling, Inc.

  

Leisure, Amusement, Motion Pictures, and Entertainment

  

Secured First Lien Term Debt (13.0%, Due 8/2018) (L)

     13,081        13,081        13,081  
     

Preferred Stock (4,000
shares) (C)(L)

        4,000        262  
           

 

 

    

 

 

 
              17,081        13,343  

Star Seed, Inc.

  

Farming and Agriculture

  

Secured First Lien Term Debt (12.5%, Due 5/2018) (K)

     5,000        5,000        4,675  
     

Preferred Stock (1,499
shares) (C)(L)

        1,499        —    
     

Common Stock (600
shares) (C)(L)

        1        —    
           

 

 

    

 

 

 
              6,500        4,675  

Tread Corporation

  

Oil and Gas

  

Secured First Lien Line of Credit, $634 available (12.5%, Due 2/2018) (G)(L)

     3,216        3,216        2,017  
     

Preferred Stock (12,998,639 shares) (C)(L)

        3,768        —    
     

Common Stock (10,089,048 shares) (C)(L)

        753        —    
           

 

 

    

 

 

 
              7,737        2,017  
           

 

 

    

 

 

 

Total Non-Control/Non-Affiliate Investments (represents 44.5% of total investments at fair value)

 

   $ 225,046      $ 223,451  
           

 

 

    

 

 

 

AFFILIATE INVESTMENTS (O) :

        

Alloy Die Casting Co. (M)

  

Diversified/Conglomerate Manufacturing

  

Secured First Lien Term Debt (13.5%, Due 10/2018) (G)(K)

   $ 12,215      $ 12,215      $ 9,772  
     

Secured First Lien Term Debt (13.5%, Due 10/2018) (G)(K)

     175        175        140  
     

Secured First Lien Term Debt (Due 10/2018) (K)(R)

     910        910        732  
     

Preferred Stock (4,904
shares) (C)(L)

        4,904        —    
     

Common Stock (630
shares) (C)(L)

        41        —    
           

 

 

    

 

 

 
              18,245        10,644  

Brunswick Bowling Products, Inc.

  

Home and Office Furnishings, Housewares and Durable Consumer Products

  

Secured First Lien Term Debt (16.3%, Due 5/2020) (L)

     11,307        11,307        11,307  
     

Preferred Stock (4,943
shares) (C)(L)

        4,943        11,329  
           

 

 

    

 

 

 
              16,250        22,636  

B+T Group Acquisition Inc. (M)

  

Telecommunications

  

Secured First Lien Term Debt (13.0%, Due 12/2019) (L)

     14,000        14,000        14,000  
     

Preferred Stock (12,841
shares) (C)(L)

        4,196        —    
           

 

 

    

 

 

 
              18,196        14,000  

Cambridge Sound Management, Inc.

  

Home and Office Furnishings, Housewares and Durable Consumer Products

  

Secured Second Lien Term Debt (13.0%, Due 8/2021) (L)

     16,000        16,000        16,000  
     

Preferred Stock (4,500
shares) (C)(L)

        4,500        11,046  
           

 

 

    

 

 

 
              20,500        27,046  

Channel Technologies Group, LLC

  

Diversified/Conglomerate Manufacturing

  

Preferred Stock (2,279
shares) (C)(L)

        1,841        —    
     

Common Stock (2,319,184
shares) (C)(L)

        —          —    
           

 

 

    

 

 

 
              1,841        —    

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

 

11


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

D.P.M.S., Inc.

  

Diversified/Conglomerate Manufacturing

  

Secured First Lien Term Debt (10.0%, Due 10/2021) (I)(L)

   $ 8,796      $ 8,796      $ 7,175  
     

Common Stock (627
shares) (C)(L)

        1        —    
           

 

 

    

 

 

 
              8,797        7,175  

Edge Adhesives Holdings, Inc. (M)

  

Diversified/Conglomerate Manufacturing

  

Secured First Lien Term Debt (12.5%, Due 2/2019) (K)

     9,300        9,300        9,207  
     

Secured First Lien Term Debt (13.8%, Due 2/2019) (K)

     2,400        2,400        2,388  
     

Preferred Stock (3,774
units) (C)(L)

        3,774        1,271  
           

 

 

    

 

 

 
              15,474        12,866  

GI Plastek, Inc.

  

Chemicals, Plastics, and Rubber

  

Secured First Lien Term Debt (13.3%, Due 7/2020) (L)

     15,000        15,000        15,000  
     

Preferred Stock (5,150
units) (C)(L)

        5,150        5,754  
           

 

 

    

 

 

 
              20,150        20,754  

Head Country, Inc.

  

Beverage, Food and Tobacco

  

Secured First Lien Term Debt (12.5%, Due 2/2019) (L)

     9,050        9,050        9,050  
     

Preferred Stock (4,000
shares) (C)(L)

        4,000        5,752  
           

 

 

    

 

 

 
              13,050        14,802  

JR Hobbs, Co. – Atlanta, LLC

  

Diversified/Conglomerate Services

  

Secured First Lien Line of Credit, $1,050 available (10.0% (1.0% Unused Fee), Due 2/2018) (T)

     2,950        2,950        2,950  
     

Secured First Lien Term Debt (13.0%, Due 2/2022) (T)

     21,000        21,000        21,000  
     

Preferred Stock (5,920
shares) (C)(T)

        5,920        5,920  
           

 

 

    

 

 

 
              29,870        29,870  

Logo Sportswear, Inc.

  

Textiles and Leather

  

Secured First Lien Term Debt (12.5%, Due 3/2020) (L)

     9,200        9,200        9,200  
     

Preferred Stock (1,550
shares) (C)(L)

        1,550        11,170  
           

 

 

    

 

 

 
              10,750        20,370  

Meridian Rack & Pinion, Inc. (M)

  

Automobile

  

Secured First Lien Term Debt (13.5%, Due 12/2018) (K)

     9,660        9,660        8,646  
     

Preferred Stock (3,381
shares) (C)(L)

        3,381        2,890  
           

 

 

    

 

 

 
              13,041        11,536  

The Mountain Corporation

  

Personal and Non-Durable Consumer Products (Manufacturing Only)

  

Secured Second Lien Term Debt (13.5%, Due
8/2021) (L)

     18,600        18,600        18,600  
     

Preferred Stock (6,899
shares) (C)(L)

        6,899        153  
     

Common Stock (751
shares) (C)(L)

        1        —    
           

 

 

    

 

 

 
              25,500        18,753  

NDLI, Inc.

  

Cargo Transport

  

Preferred Stock (3,600
shares) (C)(L)

        3,600        —    
     

Common Stock (545
shares) (C)(L)

        —          —    
           

 

 

    

 

 

 
              3,600        —    

Old World Christmas, Inc.

  

Home and Office Furnishings, Housewares, and Durable Consumer Products

  

Secured First Lien Term Debt (13.3%, Due 10/2019) (L)

     15,770        15,770        15,770  
     

Preferred Stock (6,180
shares) (C)(L)

        6,180        7,135  
           

 

 

    

 

 

 
              21,950        22,905  

Precision Southeast, Inc.

  

Diversified/Conglomerate Manufacturing

  

Secured Second Lien Term Debt (14.0%, Due
9/2020) (L)

     9,618        9,618        9,618  
     

Preferred Stock (37,391 shares) (C)(L)

        3,739        —    
     

Common Stock (90,909 shares) (C)(L)

        91        —    
           

 

 

    

 

 

 
              13,448        9,618  

SOG Specialty Knives & Tools, LLC

  

Leisure, Amusement, Motion Pictures, and Entertainment

  

Secured First Lien Term Debt (13.3%, Due 10/2017) (L)

     6,200        6,200        6,200  
     

Secured First Lien Term Debt (14.8%, Due 10/2017) (L)

     12,200        12,200        12,200  
     

Preferred Stock (9,749
shares) (C)(L)

        9,749        711  
           

 

 

    

 

 

 
              28,149        19,111  
           

 

 

    

 

 

 

Total Affiliate Investments (represents 52.3% of total investments at fair value)

      $ 278,811      $ 262,086  
           

 

 

    

 

 

 

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

 

12


Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

MARCH 31, 2017

(DOLLAR AMOUNTS IN THOUSANDS)

 

Company (A)

  

Industry

  

Investment (B)(F)

   Principal      Cost      Fair Value  

CONTROL INVESTMENTS (P) :

 

     

Galaxy Tool Holding Corporation

  

Aerospace and Defense

  

Secured First Lien Line of Credit, $200 available (6.5% (1.0% Unused Fee), Due 8/2019) (L)

   $ 4,800      $ 4,800      $ 4,800  
     

Secured Second Lien Term Debt (10.0%, Due 8/2019) (L)

     5,000        5,000        5,000  
     

Preferred Stock (5,517,444 shares) (C)(L)

        11,464        6,242  
     

Common Stock (88,843 shares) (C)(L)

        48        —    
           

 

 

    

 

 

 
              21,312        16,042  
           

 

 

    

 

 

 

Total Control Investments (represents 3.2% of total investments at fair value)

 

   $ 21,312      $ 16,042  
           

 

 

    

 

 

 

TOTAL INVESTMENTS (U)

      $ 525,169      $ 501,579  
           

 

 

    

 

 

 

 

(A)   Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, totaling $448.0 million at fair value, are pledged as collateral to our revolving line of credit as described further in Note 5 — Borrowings . 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, 2017, our investment in AquaVenture Holdings Limited is considered a non-qualifying asset under Section 55 of the 1940 Act and represents 0.7% of total investments, at fair value.
(B)   Percentages represent the weighted average cash interest rates in effect at March 31, 2017, and due date represents the contractual maturity date. Unless indicated otherwise, all cash interest rates are indexed to 30-day London Interbank Offered Rate. If applicable, paid-in-kind interest rates are noted separately from the cash interest rates.
(C)   Security is non-income producing.
(D)   Refer to Note 11 — Commitments and Contingencies for additional information regarding this guaranty.
(E)   Reserved.
(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, 2017.
(I)   Debt security has a fixed interest rate.
(J)   Security was sold subsequent to March 31, 2017. Refer to Note 3 — Investments for additional information.
(K)   Fair value was based on internal yield analysis or on estimates of value submitted by Standard & Poor’s Securities Evaluations, Inc. Refer to Note 3 — Investments 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 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.
(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)   Fair value was based on the closing market price of our shares as of the reporting date less a discount for lack of marketability.
(T)   New portfolio investment valued at cost, as it was determined that the price paid during the three months ended March 31, 2017 best represents fair value as of March 31, 2017.
(U)   Cumulative gross unrealized depreciation for federal income tax purposes is $77.9 million; cumulative gross unrealized appreciation for federal income tax purposes is $58.3 million. Cumulative net unrealized depreciation is $19.5 million, based on a tax cost of $521.1 million.

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

 

13


Table of Contents

GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2017

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

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, 2017 are not necessarily indicative of results that ultimately may be achieved for the fiscal year ended March 31, 2018 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, 2017, as filed with the SEC on May 15, 2017.

 

14


Table of Contents

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.

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. 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.

Standard & Poor’s Securities Evaluation, Inc. (“SPSE”), a valuation specialist, generally provides estimates of fair value on our debt investments. The Valuation Team generally assigns SPSE’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 SPSE’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 SPSE’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 our 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.

 

15


Table of Contents

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 or revenue multiples obtained from our indexing methodology whereby the original transaction EBITDA or revenue multiple at the time of our closing is indexed to a general subset of comparable disclosed transactions and EBITDA or revenue multiples 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 or revenue multiples; however, TEV may also be calculated using 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 the DCF 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 the Valuation Team’s own assumptions, 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 SPSE 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. If applicable, new and follow-on debt and equity investments made during the current reporting quarter are generally valued at our original cost basis.

Fair value measurements of our investments may involve subjective judgments and estimates and, due to the uncertainty inherent in valuing these securities, the Adviser’s determinations of fair value may fluctuate from period to period and may differ materially from

 

16


Table of Contents

the values that could be obtained if a ready market for these securities existed. Our NAV could be materially affected if the Adviser’s 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, 2017, certain of our loans to Alloy Die Cast Co. (“ADC”), Precision Southeast, Inc. (“PSI”), and Tread Corporation (“Tread”) were on non-accrual status, with an aggregate debt cost basis of $25.2 million, or 6.9% of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $21.5 million, or 6.1% of the fair value of all debt investments in our portfolio. As of March 31, 2017, certain of our loans to ADC and Tread were on non-accrual status, with an aggregate debt cost basis of $15.6 million, or 4.1% of the cost basis of all debt investments in our portfolio, and an aggregate fair value of $11.9 million, or 3.3% 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, 2017 and March 31, 2017, we did not have any loans with a PIK interest component. During the three months ended June 30, 2017 and 2016, we did not record any PIK income, nor did we collect any PIK interest in cash.

Other 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 from an exit or sale. During the three months ended June 30, 2017, we recorded success fee income of $2.0 million. We did not record any success fee income during the three months ended June 30, 2016.

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. During the three months ended June 30, 2017 and 2016, we recorded dividend income of $0.9 million and $2.8 million, respectively.

Both success fee and dividend income are recorded in Other income in our accompanying Consolidated Statements of Operations .

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. See Note 5 — Borrowings and Note 6 — Mandatorily Redeemable Preferred Stock for further discussion.

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”).

 

17


Table of Contents

We are also party to the Administration Agreement with the Administrator, which is also owned and controlled by our chairman and chief executive officer, whereby we pay separately for administrative services. These fees are accrued when the services are performed and generally paid one month in arrears.

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. We are currently assessing the impact of ASU 2016-18 and do not anticipate a material impact on our financial position, results of operations or cash flows. 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.

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. We are currently assessing the impact of ASU 2016-15 and do not anticipate a material impact on our financial position, results of operations or 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.

In March 2016, the FASB issued Accounting Standards Update 2016-06, “ Contingent Put and Call Options in Debt Instruments ” (“ASU 2016-06”), which clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related. The adoption of ASU 2016-06 did not have a material impact on our financial position, results of operations or cash flows. ASU 2016-06 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those fiscal years, and we adopted ASU 2016-06 effective April 1, 2017.

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. We are currently assessing the impact of ASU 2016-01 and do not anticipate a material impact on our financial position, results of operations or cash flows. 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.

In February 2015, the FASB issued Accounting Standards Update 2015-02, “ Amendments to the Consolidation Analysis ” (“ASU 2015-02”), which amends or supersedes the scope and consolidation guidance under existing GAAP. The adoption of ASU 2015-02 did not have a material impact on our financial position, results of operations or cash flows. ASU 2015-02 is effective for annual reporting periods beginning after December 15, 2015 and interim periods within those years, and we adopted ASU 2015-02 effective April 1, 2016. In October 2016, the FASB issued Accounting Standards Update 2016-17, “ Interests Held through Related Parties That Are under Common Control ” (“ASU 2016-17”), which amends the consolidation guidance in ASU 2015-02 regarding the treatment of indirect interests held through related parties that are under common control. The adoption of ASU 2016-17 did not have a material impact on our financial position, results of operations or cash flows. ASU 2016-17 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those years, and we adopted ASU 2016-17 effective April 1, 2017.

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.

 

18


Table of Contents

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 continue to assess the impact of ASU 2014-09, as amended, and expect to identify similar performance obligations as compared to existing guidance. As a result, we do not anticipate 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.

NOTE 3. INVESTMENTS

Fair Value

In accordance with ASC 820, our investments’ fair value is determined 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, 2017 and March 31, 2017, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in AquaVenture Holdings Limited (“AquaVenture,” f/k/a Quench Holdings Corp.), which was valued using Level 1 inputs as of June 30, 2017 and Level 2 inputs as of March 31, 2017.

We transfer investments in and out of Level 1, 2 and 3 securities 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. During the three months ended June 30, 2017, we transferred our investment in 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. There were no transfers in or out of Level 1, 2 and 3 during the three months ended June 30, 2016.

 

19


Table of Contents

As of June 30, 2017 and March 31, 2017, 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, 2017:

          

Secured first lien debt

   $ 271,331      $ —       $ —        $ 271,331  

Secured second lien debt

     79,924        —         —          79,924  

Preferred equity

     111,726        —         —          111,726  

Common equity/equivalents

     23,789        1,271 (A)       —          22,518  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total Investments at June 30, 2017

   $ 486,770      $ 1,271     $ —        $ 485,499  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

            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, 2017:

          

Secured first lien debt

   $ 268,150      $ —        $ —       $ 268,150  

Secured second lien debt

     95,040        —          —         95,040  

Preferred equity

     113,515        —          —         113,515  

Common equity/equivalents

     24,874        —          3,433 (B)       21,441  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Investments at March 31, 2017

   $ 501,579      $ —        $ 3,433     $ 498,146  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

(A)   Fair value was determined based on the closing market price of our shares at the reporting date.
(B)   Fair value was determined based on the closing market price of our shares 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 April 2017.

 

20


Table of Contents

The following table presents our portfolio investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of June 30, 2017 and March 31, 2017, 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, 2017     March 31, 2017  

Non-Control/Non-Affiliate Investments

    

Secured first lien debt

   $ 112,777     $ 108,613  

Secured second lien debt

     30,706       45,822  

Preferred equity

     39,912       44,142  

Common equity/equivalents

     22,518 (A)       21,441 (A)  
  

 

 

   

 

 

 

Total Non-Control/Non-Affiliate Investments

     205,913       220,018  

Affiliate Investments

    

Secured first lien debt

     153,754       154,737  

Secured second lien debt

     44,218       44,218  

Preferred equity

     68,197       63,131  

Common equity/equivalents

     —         —    
  

 

 

   

 

 

 

Total Affiliate Investments

     266,169       262,086  

Control Investments

    

Secured first lien debt

     4,800       4,800  

Secured second lien debt

     5,000       5,000  

Preferred equity

     3,617       6,242  

Common equity/equivalents

     —         —    
  

 

 

   

 

 

 

Total Control Investments

     13,417       16,042  
  

 

 

   

 

 

 

Total investments at fair value using Level 3 inputs

   $ 485,499     $ 498,146  
  

 

 

   

 

 

 

 

(A)   Excludes our investment in AquaVenture with a fair value of $1.3 million and $3.4 million as of June 30, 2017 and March 31, 2017, respectively, which was valued using Level 1 inputs and Level 2 inputs, respectively.

 

21


Table of Contents

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, 2017 and March 31, 2017. 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, 2017
     Fair Value as
of March 31,
2017
    Valuation
Technique/

Methodology
    

Unobservable
Input

  

Range / Weighted
Average as of

June 30, 2017

  

Range / Weighted
Average as of

March 31, 2017

Secured first lien debt

  $ 242,664      $ 232,590 (A)       TEV      EBITDA multiple    4.2x – 7.9x / 6.1x    4.3x – 7.9x / 6.2x
          EBITDA   

$900 – $12,315 /

$4,214

  

$897 – $10,887 /

$4,093

    28,667        35,560       Yield Analysis      Discount Rate    19.0% – 22.1% / 20.3%    13.1% – 30.3% / 19.7%

Secured second lien debt

    66,518        81,747 (B)       TEV      EBITDA multiple    5.0x – 7.4x / 6.3x    5.3x – 7.4x / 6.4x
          EBITDA    $1,986 – $6,809 / $4,633    $2,357 – $5,824 / $4,588
    13,406        13,293       Yield Analysis      Discount Rate    9.3% – 9.3% / 9.3%    9.2% – 9.2% / 9.2%

Preferred equity (C)

    111,726        113,515       TEV      EBITDA multiple    4.7x – 7.9x / 6.2x    4.8x – 7.9x / 6.3x
          EBITDA    $900 – $94,854 / $4,377    $897 – $97,366 / $4,415
          Revenue multiple    0.5x – 0.5x / 0.5x    0.5x – 0.5x / 0.5x
          Revenue    $21,168 – $21,168 / $21,168    $21,662 – $21,662 / $21,662

Common equity/equivalents (D)(E)

    22,518        21,441       TEV      EBITDA multiple    4.2x – 9.0x / 6.0x    4.3x – 9.8x / 6.0x
          EBITDA    $900 – $15,162 / $4,994    $897 – $13,378 / $3,687
          Revenue multiple    0.5x – 0.5x / 0.5x    0.5x – 0.5x / 0.5x
          Revenue    $21,168 – $21,168 / $21,168    $21,662 – $21,662 / $21,662
 

 

 

    

 

 

            

Total

  $     485,499      $     498,146             
 

 

 

    

 

 

            

 

(A)   Fair value as of March 31, 2017 includes two new proprietary debt investments for a combined $24.0 million, which were valued at cost.
(B)   Fair value as of March 31, 2017 includes one proprietary debt investment for $15.2 million, which was valued at the expected payoff amount.
(C)   Fair value as of March 31, 2017 includes one new proprietary equity investment for $5.9 million, which was valued at cost, and one proprietary equity investment for $3.9 million, which was valued at the expected payoff amount.
(D)   Fair value as of March 31, 2017 includes one proprietary equity investment for $28, which was valued at the expected payoff amount.
(E)   Fair value as of June 30, 2017 and March 31, 2017 excludes our investment in AquaVenture with a fair value of $1.3 million and $3.4 million, respectively, which was valued using Level 1 inputs and Level 2 inputs, respectively.

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.

 

22


Table of Contents

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, 2017 and 2016 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, 2017:           

Fair value as of March 31, 2017

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

Total gain (loss):

          

Net realized gain (loss) (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  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Secured
First Lien
Debt
    Secured
Second
Lien Debt
    Preferred
Equity
    Common
Equity/
Equivalents
    Total  
Three months ended June 30, 2016:           

Fair value as of March 31, 2016

   $ 280,037     $ 64,484     $ 113,550     $ 29,585     $ 487,656  

Total gain (loss):

          

Net realized gain (loss) (A)

     —         —         —         18,806       18,806  

Net unrealized appreciation (depreciation) (B)

     (1,714     1,406       15,604       5,007       20,303  

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

     —         —         (14,381     (6,835     (21,216

New investments, repayments and settlements (C) :

          

Issuances / originations

     2,976       18,600       6,899       501       28,976  

Settlements / repayments

     (911     (14,500     —         —         (15,411

Sales

     —         —         (8,106     (20,027     (28,133

Transfers

     —         —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Fair value as of June 30, 2016

   $   280,388     $   69,990     $   113,566     $   27,037     $   490,981  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(A)   Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective periods ended June 30, 2017 and 2016.
(B)   Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the periods ended June 30, 2017 and 2016.
(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.

Investment Activity

During the three months ended June 30, 2017, the following significant transactions occurred:

 

    In April 2017, we sold our investment in Mitchell Rubber Products, Inc. (“Mitchell”), which resulted in success fee income of $1.7 million and a realized gain of $1.0 million. In connection with the sale, we received net cash proceeds of $19.0 million, including the repayment of our debt investment of $13.6 million at par.

 

    In May and June 2017, we sold a portion of our common stock investment in AquaVenture resulting in net cash proceeds of $2.0 million, which represented a return of capital.

 

    In June 2017, one of our portfolio companies, Mathey Investments, Inc. (“Mathey”) was merged with and into another one of our portfolio companies, SBS Industries, LLC (“SBS”). As a result of this transaction, we received success fee income of $0.3 million from Mathey. 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. In connection with the merger, we also extended a secured first lien revolving line of credit to SBS with a total facility amount of $1.5 million, which was undrawn at the time of the transaction.

 

23


Table of Contents

Investment Concentrations

As of June 30, 2017, our investment portfolio consisted of investments in 33 portfolio companies located in 17 states across 18 different industries with an aggregate fair value of $486.8 million. Our investments in Cambridge Sound Management, Inc., JR Hobbs Co. – Atlanta, LLC, Nth Degree, Inc., Counsel Press, Inc., and Old World Christmas, Inc. represented our five largest portfolio investments at fair value as of June 30, 2017, and collectively comprised $149.4 million, or 30.6%, of our total investment portfolio at fair value.

The following table summarizes our investments by security type as of June 30, 2017 and March 31, 2017:

 

     June 30, 2017     March 31, 2017  
     Cost     Fair Value     Cost     Fair Value  

Secured first lien debt

   $ 286,760        56.4   $ 271,331        55.7   $ 284,823        54.3   $ 268,150        53.5

Secured second lien debt

     79,419        15.6       79,924        16.4       93,078        17.7       95,040        18.9  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total debt

     366,179        72.0       351,255        72.1       377,901        72.0       363,190        72.4  

Preferred equity

     138,989        27.3       111,726        23.0       140,791        26.8       113,515        22.6  

Common equity/equivalents

     3,650        0.7       23,789        4.9       6,477        1.2       24,874        5.0  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total equity/equivalents

     142,639        28.0       135,515        27.9       147,268        28.0       138,389        27.6  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total investments

   $ 508,818        100.0   $ 486,770        100.0   $ 525,169        100.0   $ 501,579        100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Investments at fair value consisted of the following industry classifications as of June 30, 2017 and March 31, 2017:

 

     June 30, 2017     March 31, 2017  
     Fair Value      Percentage
of Total
Investments
    Fair Value      Percentage
of Total
Investments
 

Home and Office Furnishings, Housewares, and Durable Consumer Products

   $ 99,244        20.4   $ 93,062        18.6

Diversified/Conglomerate Service

     89,298        18.3       85,248        17.0  

Chemicals, Plastics, and Rubber

     44,514        9.1       65,156        13.0  

Diversified/Conglomerate Manufacturing

     38,090        7.8       40,303        8.0  

Leisure, Amusement, Motion Pictures, Entertainment

     32,018        6.6       32,453        6.5  

Machinery (Non-agriculture, Non-construction, Non-electronic)

     21,406        4.4       17,283        3.4  

Textiles and Leather

     21,237        4.4       20,369        4.1  

Containers, Packaging, and Glass

     19,004        3.9       18,266        3.6  

Personal and Non-Durable Consumer Products (Manufacturing Only)

     18,845        3.9       19,011        3.8  

Farming and Agriculture

     18,602        3.8       19,096        3.8  

Telecommunications

     17,205        3.5       14,000        2.8  

Cargo Transport

     16,106        3.3       15,891        3.2  

Automobile

     15,671        3.2       20,792        4.1  

Aerospace and Defense

     13,417        2.8       16,042        3.2  

Beverage, Food, and Tobacco

     13,305        2.7       14,802        3.0  

Other < 2.0%

     8,808        1.9       9,805        1.9  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total investments

   $ 486,770        100.0   $ 501,579        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

 

24


Table of Contents

Investments at fair value were included in the following geographic regions of the U.S. as of June 30, 2017 and March 31, 2017:

 

     June 30, 2017     March 31, 2017  
     Fair Value      Percentage
of Total
Investments
    Fair Value      Percentage
of Total
Investments
 

South

   $ 185,209        38.0   $ 175,136        34.9

Northeast

     159,817        32.8       159,614        31.8  

West

     103,999        21.4       123,475        24.6  

Midwest

     37,745        7.8       43,354        8.7  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total investments

   $ 486,770        100.0   $ 501,579        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, 2017:

 

          Amount  

For the remaining nine months ending March 31:

   2018    $ 17,078  

For the fiscal years ending March 31:

   2019      81,341  
   2020      89,053  
   2021      101,409  
   2022      64,396  
   Thereafter      13,000  
     

 

 

 
           Total contractual repayments    $ 366,277  
   Adjustments to cost basis of debt investments      (98
   Investments in equity securities      142,639  
     

 

 

 
  

        Total cost basis of investments held as of
June 30, 2017:

   $ 508,818  
     

 

 

 

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, 2017 and March 31, 2017, we had gross receivables from portfolio companies of $1.2 million. The allowance for uncollectible receivables was $0.4 million and $0.3 million as of June 30, 2017 and March 31, 2017, 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 11, 2017, our Board of Directors, including a majority of the directors who are not parties to the Advisory Agreement or interested persons of such party, approved the annual renewal of the Advisory Agreement through August 31, 2018.

Two of our executive officers, David Gladstone (our chairman and chief executive officer) and Terry 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.

 

25


Table of Contents

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,  
     2017     2016  

Average total assets subject to base management fee (A)

   $ 503,200     $ 501,800  

Multiplied by prorated annual base management fee of 2.0%

     0.5     0.5
  

 

 

   

 

 

 

Base management fee (B)

     2,516       2,509  

Credits to fees from Adviser - other (B)

     (548     (837
  

 

 

   

 

 

 

Net base management fee

   $ 1,968     $ 1,672  
  

 

 

   

 

 

 

Loan servicing fee (B)

   $ 1,564     $ 1,681  

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

     (1,564     (1,681
  

 

 

   

 

 

 

Net loan servicing fee

   $ —       $   —  
  

 

 

   

 

 

 

Incentive fee (B)

   $ 1,172     $ 1,700  

Credits to fees from Adviser - other (B)

     —         —    
  

 

 

   

 

 

 

Net incentive fee

   $ 1,172     $ 1,700  
  

 

 

   

 

 

 

 

(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 .

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 $56 and $53 for the three month periods ended June 30, 2017 and 2016, respectively, was retained by the Adviser in the form of reimbursement, at cost, for tasks completed by personnel of the Adviser and primarily for 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.

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.

 

26


Table of Contents

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 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, 2017, as aggregate unrealized capital depreciation has exceeded cumulative realized capital gains net of cumulative realized capital losses.

Additionally, in accordance with GAAP, a capital gains-based incentive fee accrual is calculated using the aggregate cumulative realized capital gains and losses and aggregate unrealized capital depreciation included in the calculation of the capital gains-based incentive fee plus the aggregate unrealized capital appreciation. If such amount is positive at the end of a reporting period, then GAAP requires us to record 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. If such amount is negative, then there is no accrual for such period. 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. There has been no GAAP accrual recorded for a capital gains-based incentive fee from our inception through 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) and their respective staffs.

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. These administrative fees are accrued at the end of the quarter when the services are performed and recorded on our accompanying Consolidated Statements of Operations and generally paid the following quarter. On July 11, 2017, our Board of Directors, including a majority of the directors who are not parties to the Administration Agreement or interested persons of such party, approved the annual renewal of the Administration Agreement through August 31, 2018.

 

27


Table of Contents

Other Transactions

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 100% 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. Gladstone Securities did not receive any fees from portfolio companies during the three month period ended June 30, 2017. During the three month period ended June 30, 2016, Gladstone Securities received $0.3 million in fees from portfolio companies.

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  
     2017      2017  

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

   $ 777      $ 346  

Incentive fee due to Adviser

     1,172        1,324  

Other due to Adviser

     13        1  
  

 

 

    

 

 

 

Total fees due to Adviser

   $ 1,962      $ 1,671  

Fee due to Administrator

   $ 307      $ 296  
  

 

 

    

 

 

 

Total related party fees due

   $ 2,269      $ 1,967  
  

 

 

    

 

 

 

Net co-investment expenses receivable from Gladstone Capital Corporation, one of our affiliated funds, for reimbursement purposes, totaled $38 and $27 as of June 30, 2017 and March 31, 2017, 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, 2017 and March 31, 2017.

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 two one-year extension options that may be exercised on or before the first and 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%.

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.

 

28


Table of Contents

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

 

     As of June 30,      As of March 31,  
     2017      2017  

Commitment amount

   $ 165,000      $ 165,000  

Borrowings outstanding at cost

     34,000        69,700  

Availability (A)

     131,000        95,300  

 

     For the Three Months Ended June 30,  
     2017     2016  

Weighted average borrowings outstanding

   $ 42,148     $ 79,876  

Effective interest rate (B)

     6.1     4.4

Commitment (unused) fees incurred

   $ 191     $ 133  

 

(A)   Availability is subject to various constraints, characteristics and applicable advance rates based on collateral quality under the Credit Facility, which equated to an adjusted availability of $110.5 million and $93.4 million as of June 30, 2017 and March 31, 2017, respectively.
(B)   Excludes the impact of deferred financing costs and includes weighted average 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 (a) $210.0 million or (b) $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 $220.6 million as of June 30, 2017, (ii) asset coverage with respect to senior securities representing indebtedness of at least 200%, in accordance with Sections 18 and 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, 2017, and as defined in the performance guaranty of the Credit Facility, we had a net worth of $454.8 million, asset coverage on our senior securities representing indebtedness of 1,197.6%, 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, 2017, we were in compliance with all covenants under the Credit Facility.

In July 2013, pursuant to the terms of the then effective revolving line of credit, we entered into an interest rate cap agreement with KeyBank effective October 2013 for a notional amount of $45.0 million. The interest rate cap agreement expired in April 2016. Prior to its expiration in April 2016, the agreement effectively limited the interest rate on a portion of our borrowings under the then effective revolving line of credit. We incurred a premium fee of $75 in conjunction with this agreement, which was recorded in Net realized loss on other on our accompanying Consolidated Statements of Operations during the three months ended June 30, 2016.

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 Valuation Team’s own assumptions, 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 June 30, 2017 and March 31, 2017, the discount rate used to determine the fair value of the Credit Facility was 30-day LIBOR, plus 3.15% per annum, plus an unused fee of 0.6%. 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, 2017 and March 31, 2017, the Credit Facility was valued using Level 3 inputs and any changes in its fair value are recorded in Net unrealized depreciation (appreciation) of other on our accompanying Consolidated Statements of Operations .

 

29


Table of Contents

The following tables present the Credit Facility, carried at fair value as of June 30, 2017 and March 31, 2017, by caption on our accompanying Consolidated Statements of Assets and Liabilities for Level 3 of the hierarchy established by ASC 820 and a roll-forward of the changes in fair value during the three months ended June 30, 2017 and 2016:

 

     Level 3 – Borrowings  
     Recurring Fair Value Measurements
Reported in 
Consolidated
Statements of Assets and  Liabilities
 Using Significant
Unobservable Inputs (Level 3)
 
     June 30, 2017      March 31, 2017  

Credit Facility

   $ 34,000      $ 69,700  
  

 

 

    

 

 

 

 

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, 2017:

    

Fair value at March 31, 2017

     $         69,700  

Borrowings

       9,400  

Repayments

       (45,100
    

 

 

 

Fair value at June 30, 2017

     $ 34,000  
    

 

 

 

Three months ended June 30, 2016:

    

Fair value at March 31, 2016

     $ 95,000  

Borrowings

       31,100  

Repayments

       (46,500
    

 

 

 

Fair value at June 30, 2016

     $ 79,600  
    

 

 

 

The fair value of the collateral under the Credit Facility was $414.9 million and $448.0 million as of June 30, 2017 and March 31, 2017, respectively.

 

30


Table of Contents

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, 2017 and March 31, 2017:

As of June 30, 2017:

 

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

      (4,120
             

 

 

 

Term preferred stock, net (C)

    $ 135,030  
             

 

 

 

As of March 31, 2017:

 

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

      (4,315
             

 

 

 

Term preferred stock, net (C)

    $ 134,835  
             

 

 

 

 

(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, 2017 and March 31, 2017, the asset coverage on our senior securities that are stock calculated pursuant to Sections 18 and 61 of the 1940 Act was 273.8% and 235.6%, 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 ” during the three months ended June 30, 2016.

 

31


Table of Contents

The following tables summarize dividends declared by our Board of Directors and paid by us on our 7.125% Series A Cumulative Term Preferred Stock (our “Series A Term Preferred Stock”), Series B Term Preferred Stock, Series C Term Preferred Stock, and Series D Term Preferred Stock during the three months ended June 30, 2017 and 2016:

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 (A)
 

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  
        

 

 

    

 

 

    

 

 

 

For the Three Months Ended June 30, 2016:

 

Declaration Date

  

Record Date

  

Payment Date

   Dividend
per Share of

Series A
Term
Preferred
Stock (B)
     Dividend
per Share of
Series B
Term
Preferred
Stock
     Dividend
per Share of
Series C
Term
Preferred
Stock
 

April 12, 2016

   April 22, 2016    May 2, 2016    $ 0.1484375      $ 0.140625      $ 0.135417  

April 12, 2016

   May 19, 2016    May 31, 2016      0.1484375        0.140625        0.135417  

April 12, 2016

   June 17, 2016    June 30, 2016      0.1484375        0.140625        0.135417  
        

 

 

    

 

 

    

 

 

 
      Total    $ 0.4453125      $ 0.421875      $ 0.406251  
        

 

 

    

 

 

    

 

 

 

 

(A)   We issued our Series D Term Preferred Stock on September 26, 2016.
(B)   We voluntarily redeemed all outstanding shares of our Series A Term Preferred Stock on September 30, 2016.

The tax character of dividends paid by us to our preferred stockholders generally constitute ordinary income to the extent of our current and accumulated earnings and profits.

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, 2017 and March 31, 2017. The related dividend payments to preferred stockholders are treated as dividend expense on our accompanying Consolidated Statements of Operations on the ex-dividend date.

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, 2017 and March 31, 2017, each of which we consider to be a Level 1 input within the fair value hierarchy:

 

     Fair Value as of  
     June 30, 2017      March 31, 2017  

Series B Term Preferred Stock

   $ 42,195      $ 42,973  

Series C Term Preferred Stock

     41,200        41,216  

Series D Term Preferred Stock

     58,949        58,719  
  

 

 

    

 

 

 

Total

   $ 142,344      $ 142,908  
  

 

 

    

 

 

 

NOTE 7. REGISTRATION STATEMENT AND COMMON EQUITY OFFERINGS

Registration Statement

On June 16, 2015, we filed a registration statement on Form N-2 (File No. 333-204996) with the SEC and subsequently filed a Pre-Effective Amendment No. 1 thereto on July 28, 2015, which the SEC declared effective on July 29, 2015. On June 8, 2016, we filed Post-Effective Amendment No. 1 to the registration statement, which the SEC declared effective on July 28, 2016. On July 28, 2017, we filed Post-Effective Amendment No. 5 to the registration statement, which the SEC declared effective on July 31, 2017. 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 June 30, 2017, we have the ability to issue up to $221.3 million in securities under the registration statement.

 

32


Table of Contents

Common Equity Offering

Pursuant to our current 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.

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 (decrease) in net assets resulting from operations per weighted average common share for the three months ended June 30, 2017 and 2016:

 

     Three Months Ended June 30,  
     2017      2016  

Numerator: net increase in net assets resulting from operations

   $ 8,141      $ 24,534  

Denominator: basic and diluted weighted average common shares

     31,474,284        30,270,958  
  

 

 

    

 

 

 

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

   $ 0.26      $ 0.81  
  

 

 

    

 

 

 

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. Based on that estimate, our Board of Directors declares three monthly distributions to common stockholders each quarter.

The federal income tax characteristics of all distributions (including preferred stock dividends) will generally be reported to stockholders on Internal Revenue Service Form 1099 after the end of each calendar year.

We paid the following monthly distributions to our common stockholders for the three months ended June 30, 2017 and 2016:

 

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  
       

 

 

 

Fiscal

Year

  Declaration Date     Record Date   Payment Date   Distribution
per
Common
Share
 

2017

    April 12, 2016     April 22, 2016   May 2, 2016   $ 0.0625  
    April 12, 2016     May 19, 2016   May 31, 2016     0.0625  
    April 12, 2016     June 17, 2016   June 30, 2016     0.0625  
       

 

 

 
   

Three months ended June 30, 2016:

  $ 0.1875  
       

 

 

 

 

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

Aggregate distributions to our common stockholders declared quarterly and paid were $8.0 million and $5.7 million for the three months ended June 30, 2017 and 2016, respectively. We determine the tax characterization of distributions to our common stockholders as of the end of our fiscal year, based upon our taxable income for the full year and distributions paid during the full year. Therefore, a determination of tax characterization made on a quarterly basis may not be representative of the actual tax characterization of distributions for the full year. If we determined the tax characterization of our distributions as of June 30, 2017, 76.2% would be

 

33


Table of Contents

from ordinary income and 23.8% would be from capital gains. For the three months ended June 30, 2017, we recorded $0.4 million of net estimated adjustments for permanent book-tax differences to reflect tax character, which decreased Capital in excess of par value and increased Net investment income in excess of distributions on our accompanying Consolidated Statements of Assets and Liabilities . For the fiscal year ended March 31, 2017, Investment Company Taxable Income exceeded distributions declared and paid and, in accordance with Section 855(a) of the Code, we elected to treat $8.2 million of the first distributions paid to common stockholders in fiscal year 2018, as having been paid in the prior year.

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, 2017 and March 31, 2017, we had no established reserves for such loss contingencies.

Escrow Holdbacks

From time to time, we will 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 $0.3 million and $0.5 million as of June 30, 2017 and March 31, 2017, respectively.

Financial Commitments and Obligations

We have lines of credit and other uncalled capital commitments to certain of our portfolio companies that have not been fully drawn. Since these lines of credit and other uncalled capital commitments have expiration dates and we expect many will never be fully drawn, the total line of credit and other uncalled capital commitment amounts do not necessarily represent future cash requirements. In February 2015, we executed a capital call commitment with Tread and its senior credit facility lender, which expires in February 2018. Under the terms of the agreement, we may be required to fund additional capital up to $10.0 million in Tread, with such commitment limited at all times to the actual amount outstanding under Tread’s senior credit facility. The actual amount outstanding under Tread’s senior credit facility as of both June 30, 2017 and March 31, 2017 was $0. We estimate the fair value of the combined unused line of credit and other uncalled capital commitments as of June 30, 2017 and March 31, 2017 to be immaterial.

In addition to the lines of credit and other uncalled capital commitments to our portfolio companies, we have also extended a guaranty on behalf of one of our portfolio companies. As of June 30, 2017, 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 risks to be remote and the fair value of the guaranty as of June 30, 2017 and March 31, 2017 to be immaterial.

As of June 30, 2017, 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 2018, unless it is renewed again by us, CCE and Agricredit.

 

34


Table of Contents

The following table summarizes the principal balances of unused line of credit and other uncalled capital commitments and guaranties as of June 30, 2017 and March 31, 2017, which are not reflected as liabilities in the accompanying Consolidated Statements of Assets and Liabilities:

 

     June 30, 2017      March 31, 2017  

Unused line of credit and other uncalled capital commitments

   $ 2,984      $ 2,884  

Guaranties

     2,000        2,000  
  

 

 

    

 

 

 

Total

   $ 4,984      $ 4,884  
  

 

 

    

 

 

 

 

35


Table of Contents

NOTE 11. FINANCIAL HIGHLIGHTS

 

     Three Months Ended June 30,  
     2017     2016  

Per Common Share Data:

    

Net asset value, at beginning of period (A)

   $ 9.95     $ 9.22  

Income from investment operations (B)

    

Net investment income

     0.17       0.23  

Net realized gain on sale of investments and other

     0.04       0.61  

Net unrealized appreciation (depreciation) of investments and other

     0.05       (0.03
  

 

 

   

 

 

 

Total from investment operations

     0.26       0.81  

Effect of equity capital activity (B)

    

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

     (0.19     (0.19

Cash distributions to common stockholders from realized gains (C)

     (0.06     —    

Discounts, commissions, and offering costs

     (0.03     —    

Net dilutive effect of equity offering (D)

     (0.04     —    
  

 

 

   

 

 

 

Total from equity capital activity

     (0.32     (0.19

Other, net (B)(E)

     (0.01     —    
  

 

 

   

 

 

 

Net asset value, at end of period (A)

   $ 9.88     $ 9.84  
  

 

 

   

 

 

 

Per common share market value at beginning of period

   $ 9.07     $ 7.02  

Per common share market value at end of period

     9.40       7.16  

Total investment return (F)

     6.44     4.75

Common stock outstanding at end of period (A)

     32,526,223       30,270,958  

Statement of Assets and Liabilities Data:

    

Net assets at end of period

   $ 321,235     $ 297,880  

Average net assets (G)

     313,668       285,546  

Senior Securities Data:

    

Total borrowings, at cost

   $ 39,096     $ 84,696  

Mandatorily redeemable preferred stock (H)

     139,150       121,650  

Ratios/Supplemental Data:

    

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

     10.44     10.62

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

     6.93       9.54  

 

(A)   Based on actual common shares outstanding at the end of the corresponding period.
(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.
(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, please 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 13.13% and 14.15% for the three months ended June 30, 2017 and 2016, respectively.
(J)   Had we not received any non-contractual, unconditional, and irrevocable credits of fees from the Adviser, the ratio of net investment income to average net assets — annualized would have been 4.24% and 6.02% for the three months ended June 30, 2017 and 2016, respectively.

 

36


Table of Contents

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, 2017 and 2016. 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

   2017      2016  

Net sales

   $ 5,803      $ 6,148  

Gross profit

     1,028        1,551  

Net profit

     134        604  

NOTE 13. SUBSEQUENT EVENTS

Distributions

In July 2017, 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 21, 2017

   July 31, 2017    $ 0.064      $ 0.140625      $ 0.135417      $ 0.13020833  

August 21, 2017

   August 31, 2017      0.064        0.140625        0.135417        0.13020833  

September 20, 2017

   September 29, 2017      0.064        0.140625        0.135417        0.13020833  
     

 

 

    

 

 

    

 

 

    

 

 

 

Total for the Quarter:

   $ 0.192      $ 0.421875      $ 0.406251      $ 0.39062499  
     

 

 

    

 

 

    

 

 

    

 

 

 

 

37


Table of Contents

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, Terry Lee Brubaker or David Dullum; (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, 2017, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 15, 2017 (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, 2017, we have made 144 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”). The Adviser manages our investment activities. We have also entered into an administration agreement (the “Administration Agreement”) with Gladstone Administration, LLC (the “Administrator”), an affiliate of ours and the Adviser, whereby we pay separately for administrative services. The Adviser and Administrator are privately-held companies that are indirectly owned and controlled by David Gladstone, our chairman and chief executive officer.

 

38


Table of Contents

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 of the notes to our accompanying 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, 2017, our investment portfolio was made up of 72.0% in debt securities and 28.0% 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 SEC’s 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 sponsor-led buyouts of Lower Middle Market companies in the U.S. During the three months ended June 30, 2017, we exited one portfolio company with a fair value prior to its sale of $19.2 million and one of our existing portfolio companies merged with and into another one of our portfolio companies, resulting in a net reduction of two companies from our portfolio, which was comprised of 33 companies as of June 30, 2017. From our initial public offering in June 2005 through June 30, 2017, we have made investments in 45 companies, excluding investments in syndicated loans, for a total of approximately $925 million, before giving effect to principal repayments and divestitures.

 

39


Table of Contents

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, 2017, we had unrecognized, contractual success fees of $24.1 million, or $0.74 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, 2017, we have completed eleven buyout liquidity events, which, in the aggregate, have generated $85.4 million in net realized gains and $22.0 million in other income upon exit, for a total increase to our net assets of $107.4 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 eleven 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 60.0% from March 2011 through June 30, 2017, 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 most recently, a $0.06 per common share supplemental distribution in June 2017.

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). Most recently, 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, and 2.3 million shares of our Series D Term Preferred Stock for gross proceeds of $57.5 million in September 2016. 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 were able to access the capital markets historically, we believe market conditions 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, 2017, the closing market price of our common stock was $9.68 per share, which represented a 2.0% discount to our net asset value (“NAV”) of $9.88 per share as of June 30, 2017. 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 2016 Annual Meeting of Stockholders held on August 4, 2016, 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 2016 stockholder authorization is in effect for one year from the date of stockholder approval. At our 2017 Annual Meeting of Stockholders, scheduled to take place on August 3, 2017, we will again ask our stockholders to vote in favor of a similar proposal to 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 (including offerings of additional shares of common stock to cover over-allotments) at a price below the then current NAV per share, once in May and June 2017, once in March and April 2015, and once in October and November 2012. 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.

 

40


Table of Contents

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), of at least 200.0% on each of our senior securities representing indebtedness and our senior securities that are stock (such as our three series of term preferred stock). As of June 30, 2017, our asset coverage on our senior securities representing indebtedness was 1,197.6% and our asset coverage on our senior securities that are stock was 273.8%.

Investment Highlights

During the three months ended June 30, 2017, we received $26.8 million in proceeds from repayments and sales and extended $11.5 million of follow-on investments to existing portfolio companies through revolver draws, term loans, and additions to equity.

Investment Activity

During the three months ended June 30, 2017, the following significant transactions occurred:

 

    In April 2017, we sold our investment in Mitchell Rubber Products, Inc. (“Mitchell”), which resulted in success fee income of $1.7 million and a realized gain of $1.0 million. In connection with the sale, we received net cash proceeds of $19.0 million, including the repayment of our debt investment of $13.6 million at par.

 

    In May and June 2017, we sold a portion of our common stock investment in AquaVenture resulting in net cash proceeds of $2.0 million, which represented a return of capital.

 

    In June 2017, one of our portfolio companies, Mathey Investments, Inc. (“Mathey”) was merged with and into another one of our portfolio companies, SBS Industries, LLC (“SBS”). As a result of this transaction, we received success fee income of $0.3 million from Mathey. 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. In connection with the merger, we also extended a secured first lien revolving line of credit to SBS with a total facility amount of $1.5 million, which was undrawn at the time of the transaction.

Recent Developments

Registration Statement

On June 16, 2015, we filed a registration statement on Form N-2 (File No. 333-204996) with the SEC and subsequently filed a Pre-Effective Amendment No. 1 to the registration statement on July 28, 2015, which the SEC declared effective on July 29, 2015. On June 8, 2016, we filed Post-Effective Amendment No. 1 to the registration statement, which the SEC declared effective on July 28, 2016. On July 28, 2017, we filed Post-Effective Amendment No. 5 to the registration statement, which the SEC declared effective on July 31, 2017. 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 June 30, 2017, we have the ability to issue up to $221.3 million in securities under the registration statement.

Common Stock Offering

Pursuant to our current 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.

 

41


Table of Contents

Distributions and Dividends

In July 2017, 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
   &