Gladstone Investment Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

INVESTMENTS

INVESTMENTS

3 Months Ended

Jun. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Fair Value

In accordance with ASC 820, the fair value of our investments 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 those in 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, 2024, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy. As of March 31, 2024, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in Funko, which was valued using Level 2 inputs.

We transfer investments in and out of Level 1, 2 and 3 of the valuation hierarchy as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. There were no transfers in or out of Level 1, 2 and 3 during the three months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and March 31, 2024, 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, 2024:
Secured first lien debt	$	463,219	$	—	$	—	$	463,219
Secured second lien debt	137,827		—		—		137,827
Preferred equity	212,591		—		—		212,591
Common equity/equivalents	85,501		—		—		85,501
Total Investments as of June 30, 2024	$	899,138	$	—	$	—	$	899,138


			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, 2024:
Secured first lien debt	$	474,856	$	—	$	—		$	474,856
Secured second lien debt	138,703		—		—			138,703
Preferred equity	213,480		—		—			213,480
Common equity/equivalents	93,465		—		18		(A)	93,447
Total Investments as of March 31, 2024	$	920,504	$	—	$	18		$	920,486

(A)Fair value was determined based on the closing market price of shares of Funko, Inc. (our units in Funko could be converted into common shares of Funko, Inc.) at the reporting date less a discount for lack of marketability, as our investment was subject to certain restrictions.

The following table presents our investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy, and carried at fair value as of June 30, 2024 and March 31, 2024, 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, 2024		March 31, 2024
Non-Control/Non-Affiliate Investments
Secured first lien debt	$	313,758	$	324,348
Secured second lien debt	93,340		93,340
Preferred equity	158,924		162,522
Common equity/equivalents(A)	41,254		42,005
Total Non-Control/Non-Affiliate Investments	607,276		622,215

Affiliate Investments
Secured first lien debt	147,999		147,603
Secured second lien debt	44,487		45,363
Preferred equity	53,667		50,958
Common equity/equivalents	44,247		51,442
Total Affiliate Investments	290,400		295,366

Control Investments
Secured first lien debt	1,462		2,905
Secured second lien debt	—		—
Preferred equity	—		—
Common equity/equivalents	—		—
Total Control Investments	1,462		2,905

Total investments at fair value using Level 3 inputs	$	899,138	$	920,486

(A)Excludes our investment in Funko as of March 31, 2024 with a fair value of $18 thousand, which was valued using Level 2 inputs.

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, 2024 and March 31, 2024. 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

Valuation
Technique/
Methodology

Unobservable
Input

Range / Weighted-Average as of

June 30,
2024

March 31,
2024

June 30,
2024

March 31,
2024

Secured first
lien debt

463,219

474,856

TEV

EBITDA multiple

4.1x – 8.3x /

6.3x

4.2x – 8.8x /

6.4x

EBITDA

$215 – $23,739 /

$10,446

$1,091 – $23,547 / $10,509

Revenue multiple

0.3x – 0.6x /

0.4x

0.3x – 0.6x /

0.4x

Revenue

$30,240 – $91,494 /

$75,374

$31,586 – $93,916 / $77,580

Secured second
lien debt

112,827

113,703

TEV

EBITDA multiple

5.0x – 7.3x /

6.2x

5.1x – 15.0x /

7.0x

EBITDA

$5,980 – $23,050 /

$14,355

$5,648 – $23,003 / $14,192

25,000

Yield Analysis

Discount Rate

13.8% – 13.8% / 13.8%

Preferred
equity

212,591

213,480

TEV

EBITDA multiple

4.1x – 8.3x /

6.0x

4.2x – 8.8x /

6.1x

EBITDA

$215 – $23,739 /

$9,564

$1,091 – $23,547 / $9,502

Revenue multiple

0.3x – 0.6x /

0.4x

0.3x – 0.6x /

0.4x

Revenue

$30,240 – $91,494 /

$73,002

$31,586 – $93,916 / $75,099

Common equity/

equivalents(A)

85,501

93,447

TEV

EBITDA multiple

5.0x – 7.3x /

6.2x

5.0x – 15.0x /

6.4x

EBITDA

$825 – $64,876 /

$23,827

$1,154 – $63,269 / $23,615

Total

899,138

920,486

(A)Fair value as of March 31, 2024 excludes our investment in Funko with a fair value of $18 thousand, which was valued using Level 2 inputs.

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

Changes in Level 3 Fair Value Measurements of Investments

The following tables provide our portfolio’s changes in fair value, broken out by security type, during the three months ended June 30, 2024 and 2023 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, 2024:
Fair value as of March 31, 2024	$	474,856	$	138,703	$	213,480	$	93,447	$	920,486
Total gain (loss):
Net realized gain (loss)(A)	—		—		—		—		—
Net unrealized appreciation (depreciation)(B)	(9,235)		(876)		(889)		(7,946)		(18,946)
Reversal of previously recorded (appreciation) depreciation upon realization(B)	—		—		—		—		—
New investments, repayments and settlements(C):
Issuances / originations	598		—		—		—		598
Settlements / repayments	(3,000)		—		—		—		(3,000)
Sales	—		—		—		—		—
Transfers	—		—		—		—		—
Fair value as of June 30, 2024	$	463,219	$	137,827	$	212,591	$	85,501	$	899,138


	Secured First Lien Debt		Secured Second Lien Debt		Preferred Equity		Common Equity/ Equivalents		Total
Three Months ended June 30, 2023:
Fair value as of March 31, 2023	$	437,517	$	75,734	$	222,585	$	17,680	$	753,516
Total gain (loss):
Net realized gain (loss)(A)	—		—		273		882		1,155
Net unrealized appreciation (depreciation)(B)	(2)		4,060		(11,602)		6,813		(731)
Reversal of previously recorded (appreciation) depreciation upon realization(B)	—		—		—		(93)		(93)
New investments, repayments and settlements(C):
Issuances / originations	14,700		25,000		3,275		5,000		47,975
Settlements / repayments	—		—		—		—		—
Sales(D)	—		—		(273)		(1,502)		(1,775)
Transfers	—		—		—		—		—
Fair value as of June 30, 2023	$	452,215	$	104,794	$	214,258	$	28,780	$	800,047

Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the respective three months ended June 30, 2024 and 2023.

(B)Included in net unrealized appreciation (depreciation) of investments on our accompanying Consolidated Statements of Operations for the respective three months ended June 30, 2024 and 2023.

(C)Includes increases in the cost basis of investments resulting from new portfolio investments, the amortization of discounts 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.

(D)The three months ended June 30, 2023 includes $0.3 million of proceeds from the recapitalization of Old World Christmas, Inc. ("Old World").

Investment Activity

During the three months ended June 30, 2024, the following significant transactions occurred:

•In May 2024, our remaining shares in Funko were sold representing an exit of our investment in Funko, and resulting in a return of our equity cost basis of $21 thousand and a realized gain of $2 thousand.

Investment Concentrations

As of June 30, 2024, our investment portfolio consisted of investments in 23 portfolio companies located in 18 states across 15 different industries with an aggregate fair value of $899.1 million. Our investments in SFEG Holdings, Inc., Old World Christmas, Inc., Nocturne Luxury Villas, Inc. ("Nocturne"), Brunswick Bowling Products, Inc. and Nth Degree Investment Group, LLC represented our five largest portfolio investments at fair value and collectively comprised $384.1 million, or 42.7%, of our total investment portfolio at fair value as of June 30, 2024.

The following table summarizes our investments by security type as of June 30, 2024 and March 31, 2024:


	June 30, 2024								March 31, 2024
	Cost				Fair Value				Cost				Fair Value
Secured first lien debt	$	511,022	60.0	%	$	463,219	51.5	%	$	513,425	60.1	%	$	474,856	51.6	%
Secured second lien debt	144,958		17.0	%	137,827		15.3	%	144,958		16.9	%	138,703		15.0	%
Total debt	655,980		77.0	%	601,046		66.8	%	658,383		77.0	%	613,559		66.6	%

Preferred equity	145,070		17.0	%	212,591		23.7	%	145,070		17.0	%	213,480		23.2	%
Common equity/equivalents	50,816		6.0	%	85,501		9.5	%	50,837		6.0	%	93,465		10.2	%
Total equity/equivalents	195,886		23.0	%	298,092		33.2	%	195,907		23.0	%	306,945		33.4	%
Total investments	$	851,866	100.0	%	$	899,138	100.0	%	$	854,290	100.0	%	$	920,504	100.0	%

Investments at fair value consisted of the following industry classifications as of June 30, 2024 and March 31, 2024:


	June 30, 2024				March 31, 2024
	Fair Value		Percentage of Total Investments		Fair Value		Percentage of Total Investments
Diversified/Conglomerate Services	$	239,139	26.6	%	$	264,535	28.7	%
Home and Office Furnishings, Housewares, and Durable Consumer Products	165,201		18.5	%	160,038		17.3	%
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic)	92,527		10.3	%	92,781		10.1	%
Hotels, Motels, Inns, and Gaming	73,646		8.2	%	77,366		8.4	%
Buildings and Real Estate	61,504		6.8	%	60,431		6.6	%
Oil and Gas	52,818		5.9	%	51,171		5.6	%
Healthcare, Education, and Childcare	49,767		5.5	%	49,638		5.4	%
Leisure, Amusement, Motion Pictures, and Entertainment	39,814		4.4	%	39,350		4.3	%
Mining, Steel, Iron and Non-Precious Metals	34,504		3.8	%	30,537		3.3	%
Aerospace and Defense	29,067		3.2	%	29,064		3.2	%
Chemicals, Plastics, and Rubber	19,487		2.2	%	20,363		2.2	%
Printing and Publishing	14,117		1.6	%	14,238		1.5	%
Cargo Transport	13,000		1.4	%	13,500		1.5	%
Telecommunications	9,197		1.0	%	9,002		1.0	%
Other < 2.0%	5,350		0.6	%	8,490		0.9	%
Total investments	$	899,138	100.0	%	$	920,504	100.0	%

Investments at fair value were included in the following geographic regions of the U.S. as of June 30, 2024 and March 31, 2024:


	June 30, 2024				March 31, 2024
Location	Fair Value		Percentage of Total Investments		Fair Value		Percentage of Total Investments
South	$	337,009	37.5	%	$	346,838	37.7	%
West	221,102		24.6	%	223,871		24.3	%
Northeast	200,803		22.3	%	207,870		22.6	%
Midwest	140,224		15.6	%	141,925		15.4	%
Total investments	$	899,138	100.0	%	$	920,504	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, 2024:


		Amount
For the remaining nine months ending March 31, 2025		$	72,270
For the fiscal years ending March 31:
	2026	206,310
	2027	185,775
	2028	66,231
	2029	100,394
	Thereafter	25,000
	Total contractual repayments	$	655,980
	Investments in equity securities	195,886
	Total cost basis of investments held as of June 30, 2024:	$	851,866

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 June 30, 2024 and March 31, 2024, we had gross receivables from portfolio companies of $2.0 million and $2.2 million, respectively. As of June 30, 2024 and March 31, 2024, the allowance for uncollectible receivables was $1.5 million and $1.4 million, respectively.