As filed with the Securities and Exchange Commission on January 13, 2009

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

1933 Act File No. 333-147185

Form N-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

    o    PRE-EFFECTIVE AMENDMENT NO.
ý    POST-EFFECTIVE AMENDMENT NO. 2
   

GLADSTONE INVESTMENT CORPORATION
(Exact name of registrant as specified in charter)

1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VA 22102
(Address of principal executive offices)

Registrant's telephone number, including area code: (703) 287-5800

DAVID GLADSTONE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GLADSTONE INVESTMENT CORPORATION
1521 WESTBRANCH DRIVE, SUITE 200
MCLEAN, VIRGINIA 22102
(Name and address of agent for service)

COPIES TO:

THOMAS R. SALLEY, ESQ.
DARREN K. DESTEFANO, ESQ.
CHRISTINA L. NOVAK, ESQ.
COOLEY GODWARD KRONISH LLP
ONE FREEDOM SQUARE
RESTON TOWN CENTER
11951 FREEDOM DRIVE
RESTON, VIRGINIA 20190
(703) 456-8000
(703) 456-8100 (facsimile)

Approximate date of proposed public offering: From time to time after the effective date of this registration statement.


        If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, as amended, other than securities offered in connection with a dividend reinvestment plan, check the following box.    ý

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.


The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 13, 2009

PROSPECTUS

GRAPHIC   GLADSTONE INVESTMENT CORPORATION

$300,000,000

COMMON STOCK
PREFERRED STOCK
SUBSCRIPTION RIGHTS
DEBT SECURITIES

        We may offer, from time to time, up to $300,000,000 aggregate initial offering price of our common stock, $0.001 par value per share, preferred stock, $0.001 par value per share, subscription rights or debt securities, or a combination of these securities, which we refer to in this prospectus collectively as our Securities, in one or more offerings. The Securities may be offered at prices and on terms to be disclosed in one or more supplements to this prospectus. In the case of our common stock, the offering price per share by us, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering except (i) in connection with a rights offering to our existing stockholders, (ii) with the consent of the majority of our common stockholders, or (iii) under such other circumstances as the Securities and Exchange Commission may permit. You should read this prospectus and the applicable prospectus supplement carefully before you invest in our Securities.

        Our Securities may be offered directly to one or more purchasers, including existing stockholders in a rights offering, through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to the offering will identify any agents or underwriters involved in the sale of our Securities, and will disclose any applicable purchase price, fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution." We may not sell any of our Securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of such Securities. Our common stock is traded on The Nasdaq Global Select Market under the symbol "GAIN." As of January 12, 2009, the last reported sales price for our common stock was $4.91.

        This prospectus contains information you should know before investing, including information about risks. Please read it before you invest and keep it for future reference. This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.

        An investment in our Securities involves certain risks, including, among other things, risks relating to investments in securities of small, private and developing businesses. We describe some of these risks in the section entitled "Risk Factors," which begins on page 8. Shares of closed-end investment companies frequently trade at a discount to their net asset value and this may increase the risk of loss of purchasers of our Securities. You should carefully consider these risks together with all of the other information contained in this prospectus and any prospectus supplement before making a decision to purchase our Securities.

        The Securities being offered have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

                    , 2009


TABLE OF CONTENTS

 
  Page  

Prospectus Summary

    1  

Additional Information

    7  

Risk Factors

    8  

Special Note Regarding Forward-Looking Statements

    24  

Use of Proceeds

    24  

Price Range of Common Stock and Distributions

    24  

Consolidated Selected Financial Data

    26  

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

    27  

Business

    61  

Portfolio Companies

    73  

Management

    81  

Control Persons and Principal Stockholders

    95  

Dividend Reinvestment Plan

    96  

Material U.S. Federal Income Tax Considerations

    97  

Regulation as a Business Development Company

    100  

Description of Our Securities

    102  

Certain Provisions of Delaware Law and of Our Certificate of Incorporation and Bylaws

    105  

Share Repurchases

    109  

Plan of Distribution

    109  

Custodian, Transfer and Dividend Paying Agent and Registrar

    110  

Brokerage Allocation and Other Practices

    111  

Legal Matters

    111  

Experts

    111  

Financial Statements

    F-1  

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus or any accompanying supplement to this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement as if we had authorized it. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in this prospectus and any prospectus supplement is accurate as of the dates on their respective covers only. Our business, financial condition, results of operations and prospects may have changed since such dates.

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PROSPECTUS SUMMARY

        The following summary contains basic information about this offering. It likely does not contain all the information that is important to an investor. For a more complete understanding of this offering, we encourage you to read this entire document and the documents to which we have referred. Except where the context suggests otherwise, the terms "we," "us," "our," the "Company" and "Gladstone Investment" refer to Gladstone Investment Corporation; "Adviser" refers to Gladstone Management Corporation; "Administrator" refers to Gladstone Administration, LLC; "Gladstone Commercial" refers to Gladstone Commercial Corporation, "Gladstone Capital" refers to Gladstone Capital Corporation; and "Gladstone Companies" refers to our Adviser and its affiliated companies.

GLADSTONE INVESTMENT CORPORATION

General

        We were incorporated under the General Corporation Laws of the State of Delaware on February 18, 2005. On June 22, 2005, we completed an initial public offering and commenced operations. We were primarily established for the purpose of investing in subordinated loans, mezzanine debt, preferred stock and warrants to purchase common stock of small and medium-sized companies in connection with buyouts and other recapitalizations. We also invest in senior secured loans, common stock and senior and subordinated syndicated loans. Our investment objective is to generate both current income and capital gains through these debt and equity instruments. We operate as a closed-end, non-diversified management investment company and have elected to be treated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, which we refer to as the 1940 Act.

Our Investment Adviser and Administrator

        Our Adviser is our affiliate and investment adviser and is led by a management team which has extensive experience in our lines of business. Excluding our chief financial officer, all of our executive officers serve as either directors or executive officers, or both, of Gladstone Commercial, a publicly traded real estate investment trust; Gladstone Capital, a publicly traded business development company; our Adviser; and our Administrator, a wholly-owned subsidiary of our Adviser. Our Administrator employs our chief financial officer, chief compliance officer, controller, treasurer and their respective staffs.

        Our Adviser and our Administrator also provide investment advisory and administrative services to our affiliates Gladstone Commercial, Gladstone Capital and Gladstone Land Corporation, an agricultural real estate company owned by our chairman and chief executive officer, David Gladstone. In the future, our Adviser may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.

        We have been externally managed by our Adviser pursuant to an investment advisory and management agreement since our inception. Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Our Adviser is headquartered in McLean, Virginia, a suburb of Washington D.C., and also has offices in New York, New Jersey, Pennsylvania, Illinois, Texas and Georgia.

Our Investment Strategy

        We seek to achieve returns from current income from senior, subordinated and mezzanine debt, and capital gains from preferred stock and warrants to purchase common stock that we acquire in connection with buyouts and recapitalizations of small and mid-sized companies with established management teams. Our investments generally range between $10 million and $40 million each, although this investment size may vary proportionately as the size of our capital base changes. We

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invest either by ourselves or jointly with other buyout funds and/or management of the portfolio company, depending on the opportunity. If we are participating in an investment with one or more co-investors, then our investment is likely to be smaller than if we were investing alone.

        We expect that our target portfolio over time will include mostly subordinated loans, mezzanine debt, preferred stock, and warrants to buy common stock. Structurally, subordinated loans and mezzanine loans usually rank lower in priority of payment to senior debt, such as senior bank debt, and may be unsecured. However, subordinated debt and mezzanine loans rank senior to common and preferred equity in a borrower's capital structure. Typically, subordinated debt and mezzanine loans have elements of both debt and equity instruments, offering returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity position. Due to its higher risk profile and often less restrictive covenants as compared to senior debt, mezzanine debt generally earns a higher return than senior secured debt. Any warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. Mezzanine debt also may include a "put" feature, which permits the holder to sell its equity interest back to the borrower at a price determined through a pre-determined formula.

THE OFFERING

        We may offer, from time to time, up to $300,000,000 of our Securities, on terms to be determined at the time of the offering. Our Securities may be offered at prices and on terms to be disclosed in one or more prospectus supplements. In the case of offering of our common stock in any offering, the offering price per share, less any underwriting commissions or discounts, will not be less than the net asset value per share of our common stock at the time of the offering except (i) in connection with a rights offering to our existing stockholders, (ii) with the consent of the majority of our common stockholders, or (iii) under such other circumstances as the Securities and Exchange Commission may permit. If we were to sell shares of our common stock below our then current net asset value per share, such sales would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in a stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance.

        Our Securities may be offered directly to one or more purchasers, including existing stockholders in a rights offering, by us or through agents designated from time to time by us, or to or through underwriters or dealers. The prospectus supplement relating to the offering will disclose the terms of the offering, including the name or names of any agents or underwriters involved in the sale of our Securities by us, the purchase price, and any fee, commission or discount arrangement between us and our agents or underwriters or among our underwriters or the basis upon which such amount may be calculated. See "Plan of Distribution." We may not sell any of our Securities through agents, underwriters or dealers without delivery of a prospectus supplement describing the method and terms of the offering of our Securities.

        Set forth below is additional information regarding the offering of our Securities:

The Nasdaq Global Select Market Symbol

  GAIN

Use of Proceeds

 

Unless otherwise specified in a prospectus supplement, we intend to use the net proceeds from the sale of our Securities first to pay down existing short-term debt, then to make investments in buyouts and recapitalizations of small and mid-sized companies in accordance with our investment objectives, with any remaining proceeds to be used for other general corporate purposes. See "Use of Proceeds."

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Dividends and Distribution

 

We have paid monthly dividends to the holders of our common stock and generally intend to continue to do so. The amount of the monthly dividends is determined by our Board of Directors on a quarterly basis and is based on our estimate of our annual investment company taxable income and net short-term taxable capital gains, if any. See "Price Range of Common Stock and Distributions." Certain additional amounts may be deemed as distributed to stockholders for income tax purposes. Other types of securities will likely pay distributions in accordance with their terms.

Taxation

 

We intend to continue to elect to be treated for federal income tax purposes as a regulated investment company, which we refer to as a RIC. Accordingly, we generally will pay no corporate-level federal income taxes on any ordinary income or capital gains that we distribute to our stockholders. To maintain our RIC status, we must meet specified source-of-income and asset diversification requirements and distribute annually at least 90% of our taxable ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of assets legally available for distribution. See "Price Range of Common Stock and Distributions."

Trading at a Discount

 

Shares of closed-end investment companies frequently trade at a discount to their net asset value. The possibility that our shares may trade at a discount to our net asset value is separate and distinct from the risk that our net asset value per share may decline. We cannot predict whether our shares will trade above, at or below net asset value.

Certain Anti-Takeover Provisions

 

Our Board of Directors is divided into three classes of directors serving staggered three-year terms. This structure is intended to provide us with a greater likelihood of continuity of management, which may be necessary for us to realize the full value of our investments. A staggered board of directors also may serve to deter hostile takeovers or proxy contests, as may certain provisions of Delaware law and other measures we have adopted. See "Certain Provisions of Delaware Law and of Our Certificate of Incorporation and Bylaws."

Dividend Reinvestment Plan

 

We have a dividend reinvestment plan for our stockholders. This is an "opt in" dividend reinvestment plan, meaning that stockholders may elect to have their cash dividends automatically reinvested in additional shares of our common stock. Stockholders who do not so elect will receive their dividends in cash. Stockholders who receive distributions in the form of stock will be subject to the same federal, state and local tax consequences as stockholders who elect to receive their distributions in cash. See "Dividend Reinvestment Plan."

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Management Arrangements

 

Gladstone Management Corporation serves as our investment adviser, and Gladstone Administration, LLC serves serve as our administrator. We have entered into a license agreement with our Adviser, pursuant to which our Adviser has agreed to grant us a non-exclusive license to use the name "Gladstone" and the Diamond G trademark. For a description of our Adviser, our Administrator, the Gladstone Companies and our contractual arrangements with these companies, see "Management—Certain Transactions—Investment Advisory and Management Agreement," "Management—Certain Transactions—Administration Agreement," "Management—Certain Transactions—Loan Servicing Agreement" and "Management—Certain Transactions—License Agreement."

FEES AND EXPENSES

        The following table is intended to assist you in understanding the costs and expenses that an investor in this offering will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus contains a reference to fees or expenses paid by "us" or "Gladstone Investment," or that "we" will pay fees or expenses, stockholders will indirectly bear such fees or expenses as investors in Gladstone Investment. The following percentages were calculated based on net assets as of September 30, 2008.

Stockholder Transaction Expenses:

       

Sales load (as a percentage of offering price)

    %

Dividend reinvestment plan expenses(1)

    None  

Estimated annual expenses (as a percentage of net assets attributable to common stock):

       

Management fees(2)

    3.13 %

Incentive fees payable under investment advisory and management agreement (20% of realized capital gains and 20% of pre-incentive fee net investment income)(3)

    %

Interest payments on borrowed funds(4)

    2.10 %

Other expenses(5)

    1.39 %

Total annual expenses (estimated)(2)(5)

    6.62 %

Example

        The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our Securities. In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth in the table above. In the event that securities to which this prospectus related are sold to or through underwriters, a corresponding prospectus supplement will restate this example to reflect the applicable sales load.

 
  1 Year   3 Years   5 Years   10 Years  

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return

  $ 66   $ 194   $ 318   $ 611  

        While the example assumes, as required by the Securities and Exchange Commission, which we refer to as the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. Additionally, we have assumed that the entire amount of such 5% annual return would constitute ordinary income as we have not historically realized positive capital gains (computed net of all realized capital losses) on our investments, nor do we expect to realize positive capital gains in the foreseeable future. Because the assumed 5% annual return is significantly below the hurdle rate

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of 7% (annualized) that we must achieve under the investment advisory and management agreement to trigger the payment of an income-based incentive fee, we have assumed, for purposes of the above example, that no income-based incentive fee would be payable if we realized a 5% annual return on our investments. Additionally, because we have not historically realized positive capital gains (computed net of all realized capital losses and unrealized capital depreciation) on our investments, we have assumed that we will not trigger the payment of any capital gains-based incentive fee in any of the indicated time periods. If we achieve sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, our expenses, and returns to our investors after such expenses, would be higher than reflected in the example. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, participants in our dividend reinvestment plan will receive a number of shares of our common stock, determined by dividing the total dollar amount of the dividend payable to a participant by the market price per share of our common stock at the close of trading on the valuation date for the dividend. See "Dividend Reinvestment Plan" for additional information regarding our dividend reinvestment plan.

        This example and the expenses in the table above should not be considered a representation of our future expenses, and actual expenses (including the cost of debt, incentive fees, if any, and other expenses) may be greater or less than those shown.


(1)
The expenses of the reinvestment plan are included in stock record expenses, a component of "Other expenses." We do not have a cash purchase plan. The participants in the dividend reinvestment plan will bear a pro rata share of brokerage commissions incurred with respect to open market purchases, if any. See "Dividend Reinvestment Plan" for information on the dividend reinvestment plan.

(2)
Our annual base management fee is 2.0% (0.5% quarterly) of our average gross assets, which are defined as total assets of Gladstone Investment, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings. However, until December 31, 2006 the base management fee calculation excluded uninvested cash proceeds of our initial public offering, resulting in a lower fee than indicated by the examples set forth herein. Beginning with the quarter ended March 31, 2007, our Adviser agreed to waive the annual base management fee of 2.0% to 0.5% for those senior syndicated loans that we purchase using borrowings from our credit facility. Although there can be no guarantee that our Adviser will continue to waive any portion of the management fee, on an annual basis after giving effect to this waiver, the estimated management fees as a percentage of net assets attributable to common stock were 2.29% and the total estimated annual expenses as a percentage of net assets attributable to common stock were 5.78%. See "Management—Certain Transactions—Investment Advisory and Management Agreement" and footnote 3 below.

(3)
The incentive fee consists of two parts: an income-based fee and a capital gains-based fee. The income-based fee is payable quarterly in arrears, and equals 20% of the excess, if any, of our pre-incentive fee net investment income that exceeds a 1.75% quarterly (7% annualized) hurdle rate of our net assets, subject to a "catch-up" provision measured as of the end of each calendar quarter. The "catch-up" provision requires us to pay 100% of our pre-incentive fee net investment income with respect to that portion of such income, if any, that exceeds the hurdle rate but is less than 125% of the quarterly hurdle rate (or 2.1875%) in any calendar quarter (8.75% annualized). The catch-up provision is meant to provide our Adviser with 20% of our pre-incentive fee net investment income as if a hurdle rate did not apply when our pre-incentive fee net investment income exceeds 125% of the quarterly hurdle rate in any calendar quarter (8.75% annualized). The income-based incentive fee is computed and paid on income that may include interest that is accrued but not yet received in cash. Our pre-incentive fee net investment income used to calculate this part of the income incentive fee is also included in the amount of our gross assets used to calculate the 2% base management fee (see footnote 2 above). The capital gains-based incentive fee equals 20% of our net realized capital gains since our inception, if any, computed net

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(4)
We have entered into a revolving credit facility, under which our borrowing capacity is $125 million, effective October 16, 2008. We have drawn down on this credit facility and we expect to borrow additional funds in the future up to an amount so that our asset coverage, as defined in the 1940 Act, is at least 200% after each issuance of our senior securities. Assuming that we borrowed $125 million at an interest rate of 3.0% plus an additional fee related to borrowings of 2.9%, for an aggregate rate of 5.9%, interest payments on borrowed funds would have been 3.16% of our net assets as of September 30, 2008.

(5)
Includes our overhead expenses, including payments under the administration agreement based on our projected allocable portion of overhead and other expenses incurred by our Administrator in performing its obligations under the administration agreement. See "Management—Certain Transactions—Administration Agreement."

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ADDITIONAL INFORMATION

        We have filed with the SEC a registration statement on Form N-2 under the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the Securities offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or exhibits and schedules thereto. For further information with respect to our business and our Securities, reference is made to the registration statement, including the amendments, exhibits and schedules thereto.

        We also file reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. Such reports, proxy statements and other information, as well as the registration statement and the amendments, exhibits and schedules thereto, can be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Information about the operation of the public reference facilities may be obtained by calling the SEC at 1-202-551-8090. The SEC maintains a web site that contains reports, proxy statements and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC's web site is http://www.sec.gov. Copies of such material may also be obtained from the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Our common stock is listed on The Nasdaq Global Select Market and our corporate website is located at http://www.gladstoneinvestment.com. The information contained on, or accessible through, our website is not a part of this prospectus.

        We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

        We also furnish to our stockholders annual reports, which registered include annual financial information that has been examined and reported on, with an opinion expressed, by our independent registered public accounting firm. See "Experts."

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RISK FACTORS

        You should carefully consider the risks described below and all other information provided and incorporated by reference in this prospectus (or any prospectus supplement) before making a decision to purchase our Securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance.

        If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our Securities could decline, and you may lose all or part of your investment.

Risks related to economic conditions

The current state of the economy and the capital markets increases the possibility of adverse effects on our financial position and results of operations. Continued economic adversity could impair our portfolio companies' financial positions and operating results and affect the industries in which we invest, which could, in turn, harm our operating results. Continued adversity in the capital markets could impact our ability to raise capital and reduce our volume of new investments.

        The United States has entered into an economic downturn. The economic downturn generally and the disruptions in the capital markets in particular have decreased liquidity and increased our cost of debt and equity capital, where available. The longer these conditions persist, the greater the probability that these factors could continue to increase our costs of, and significantly limit our access to, debt and equity capital and, thus, have an adverse effect on our operations and financial results. Many of the companies in which we have made or will make investments may also be susceptible to the economic downturn, which may affect the ability of one or more of our portfolio companies to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. An economic downturn could also disproportionately impact some of the industries in which we invest, causing us to be more vulnerable to losses in our portfolio, therefore the number of our non-performing assets are likely to increase and the fair market value of our portfolio is likely to decrease during these periods. The economic downturn may also decrease the value of collateral securing some of our loans as well as the value of our equity investments which would decrease our ability to borrow under our credit facility or raise equity capital thereby reducing our ability to make new investments. The economic downturn has affected the availability of credit generally and may prevent us from replacing or renewing our credit facility on reasonable terms, or at all. We do not know when market conditions will stabilize, if adverse conditions will intensify or the full extent to which the disruptions will affect us. Also, it is possible that continued instability of the financial markets could have other unforeseen material effects on our business.

We may experience fluctuations in our quarterly and annual results based on the impact of inflation in the United States.

        The majority of our portfolio companies are in industries that are directly impacted by inflation, such as manufacturing and consumer goods and services. Our portfolio companies may not be able to pass on to customers increases in their costs of production which could greatly affect their operating results, impacting their ability to repay our loans. In addition, any projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

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Risks related to our external management

We are dependent upon our key management personnel and the key management personnel of our Adviser, particularly David Gladstone, George Stelljes III, Terry Lee Brubaker and David Dullum, and on the continued operations of our Adviser, for our future success.

        We have no employees. Our chief executive officer, president and chief investment officer, chief operating officer and chief financial officer, and the employees of our Adviser, do not spend all of their time managing our activities and our investment portfolio. We are particularly dependent upon David Gladstone, George Stelljes III, Terry Lee Brubaker and David Dullum in this regard. Our executive officers and the employees of our Adviser allocate some, and in some cases a material portion, of their time to businesses and activities that are not related to our business. We have no separate facilities and are completely reliant on our Adviser, which has significant discretion as to the implementation and execution of our business strategies and risk management practices. We are subject to the risk of discontinuation of our Adviser's operations or termination of the Advisory Agreement and the risk that, upon such event, no suitable replacement will be found. We believe that our success depends to a significant extent upon our Adviser and that discontinuation of its operations could have a material adverse effect on our ability to achieve our investment objectives.

Our incentive fee may induce our Adviser to make certain investments, including speculative investments.

        The management compensation structure that has been implemented under the Advisory Agreement may cause our Adviser to invest in high risk investments or take other risks. In addition to its management fee, our Adviser is entitled under the Advisory Agreement to receive incentive compensation based in part upon our achievement of specified levels of income. In evaluating investments and other management strategies, the opportunity to earn incentive compensation based on net income may lead our Adviser to place undue emphasis on the maximization of net income at the expense of other criteria, such as preservation of capital, maintaining sufficient liquidity, or management of credit risk or market risk, in order to achieve higher incentive compensation. Investments with higher yield potential are generally riskier or more speculative. This could result in increased risk to the value of our investment portfolio.

We may be obligated to pay our Adviser incentive compensation even if we incur a loss.

        The Advisory Agreement entitles our Adviser to incentive compensation for each fiscal quarter in an amount equal to a percentage of the excess of our investment income for that quarter (before deducting incentive compensation, net operating losses and certain other items) above a threshold return for that quarter. When calculating our incentive compensation, our pre-incentive fee net investment income excludes realized and unrealized capital losses that we may incur in the fiscal quarter, even if such capital losses result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay our Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter. For additional information on incentive compensation under the Advisory Agreement with our Adviser, see "Management—Certain Transactions—Investment Advisory and Management Agreement."

Our Adviser's failure to identify and invest in securities that meet our investment criteria or perform its responsibilities under the Advisory Agreement may adversely affect our ability for future growth.

        Our ability to achieve our investment objectives will depend on our ability to grow, which in turn will depend on our Adviser's ability to identify and invest in securities that meet our investment criteria. Accomplishing this result on a cost-effective basis will be largely a function of our Adviser's structuring of the investment process, its ability to provide competent and efficient services to us, and our access to financing on acceptable terms. The senior management team of our Adviser has

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substantial responsibilities under the investment advisory agreement. In order to grow, our Adviser will need to hire, train supervise and manage new employees successfully. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

There are significant potential conflicts of interest which could impact our investment returns.

        Our executive officers and directors, and the officers and directors of our Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of us or our stockholders. For example, Mr. Gladstone, our chairman and chief executive officer, is the chairman of the board and chief executive officer of our Adviser, Gladstone Capital and Gladstone Commercial. In addition, Mr. Brubaker, our co-vice chairman, chief operating officer and secretary is the vice chairman, chief operating officer and secretary of our Adviser, Gladstone Capital and Gladstone Commercial. Mr. Stelljes, our co-vice chairman and chief investment officer, is also the president and chief investment officer of our Adviser, Gladstone Capital and Gladstone Commercial. Mr. Dullum, our president and a director, is a senior managing director of our Adviser and a director of Gladstone Capital and Gladstone Commercial. Moreover, our Adviser may establish or sponsor other investment vehicles which from time to time may have potentially overlapping investment objectives with those of ours and accordingly may invest in, whether principally or secondarily, asset classes similar to those we targeted. While our Adviser generally has broad authority to make investments on behalf of the investment vehicles that it advises, our Adviser has adopted investment allocation procedures to address these potential conflicts and intends to direct investment opportunities to the Gladstone affiliate with the investment strategy that most closely fits the investment opportunity. Nevertheless, the management of our Adviser may face conflicts in the allocation of investment opportunities to other entities managed by our Adviser. As a result, it is possible that we may not be given the opportunity to participate in certain investments made by other members of the Gladstone Companies or investment funds managed by investment managers affiliated with our Adviser.

        In certain circumstances, we may make investments in a portfolio company in which one of our affiliates has or will have an investment, subject to satisfaction of any regulatory restrictions and, where required, to the prior approval of our Board of Directors. Our Board of Directors has approved the following types of co-investment transactions:

        Certain of our officers, who are also officers of our Adviser, may from time to time serve as directors of certain of our portfolio companies. If an officer serves in such capacity with one of our portfolio companies, such officer will owe fiduciary duties to all stockholders of the portfolio company, which duties may from time to time conflict with the interests of our stockholders.

        In the course of our investing activities, we will pay management and incentive fees to the Adviser and will reimburse the Administrator for certain expenses it incurs. As a result, investors in our

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common stock will invest on a "gross" basis and receive distributions on a "net" basis after expenses, resulting in, among other things, a lower rate of return than one might achieve through our investors themselves making direct investments. As a result of this arrangement, there may be times when the management team of our Adviser has interests that differ from those of our stockholders, giving rise to a conflict.

Our Adviser is not obligated to provide a waiver of the base management fee, which could negatively impact our earnings and our ability to maintain our current level of, or increase, distributions to our stockholders.

        The Advisory Agreement provides for a base management fee based on our gross assets. Since our 2008 fiscal year, our Board of Directors has accepted a voluntary waiver to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations. However, our Adviser is not required to issue this or other waivers of fees under the Advisory Agreement, and to the extent our investment portfolio grows in the future, we expect these fees will increase. If our Adviser does not issue this waiver in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of, or increase, distributions to our stockholders, which could have a material adverse impact on our stock price.

Our business model is dependent upon developing and sustaining strong referral relationships with investment bankers, business brokers and other intermediaries.

        We are dependent upon informal relationships with investment bankers, business brokers and traditional lending institutions to provide us with deal flow. If we fail to maintain our relationship with such funds or institutions, or if we fail to establish strong referral relationships with other funds, we will not be able to grow our portfolio of loans and fully execute our business plan.

Risks related to our external financing

Any inability to renew, extend or replace our credit facility on terms favorable to us, or at all, could adversely impact our liquidity and ability to fund new investments or maintain dividends.

        Availability under our credit facility will terminate on April 16, 2009. If the facility is not renewed or extended by April 16, 2009, all principal and interest will be immediately due and payable. There can be no guarantee that we will be able to renew, extend or replace the credit facility on terms that are favorable to us, or at all. Our ability to obtain replacement financing will be constrained by current economic conditions affecting the credit markets, which have significantly deteriorated over the last several months and may further decline. Consequently, any renewal, extension or refinancing of the credit facility will likely result in significantly higher interest rates and related charges and may impose significant restrictions on the use of borrowed funds with regard to our ability to fund investments or maintain dividends. For instance, in connection with our most recent renewal, the size of our credit facility was reduced from $200 million to $125 million. If we are not able to renew, extend or refinance the credit facility, this would likely have a material adverse effect on our liquidity and ability to fund new investments or maintain our dividends. If we are unable to secure replacement financing, we may be forced to sell certain assets on disadvantageous terms, which may result in realized losses and such realized losses could materially exceed the amount of any unrealized depreciation on these assets as of our most recent balance sheet date, which would have a material adverse effect on our results of operations. In addition to selling assets, or as an alternative, we may issue equity in order to repay amounts outstanding under the credit facility. Based on the recent trading prices of our stock, such an equity offering may have a substantial dilutive impact on our existing stockholders' interest in our earnings and assets and voting interest in us.

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In addition to regulatory limitations on our ability to raise capital, our credit facility contains various covenants which, if not complied with, could accelerate our repayment obligations under the facility, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay dividends.

        The agreement governing our credit facility requires us to comply with certain financial and operational covenants. These covenants require us to, among other things, maintain certain financial ratios, including asset coverage, debt to equity and interest coverage, and a minimum net worth. As of September 30, 2008, we were in compliance with these covenants. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. In particular, depreciation in the valuation of our assets, which valuation is subject to changing market conditions which are presently very volatile, affects our ability to comply with these covenants. During the six months ended September 30, 2008, net unrealized depreciation on our investments was approximately $6.1 million, compared to $1.9 million during the comparable period in the prior year. Given the further deterioration in the capital markets and pricing levels subsequent to this period, net unrealized depreciation in our portfolio may continue to increase in future periods and threaten our ability to comply with the covenants under our credit facility.

        Accordingly, there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we were unable to obtain a waiver from the lenders, could accelerate our repayment obligations under the facility and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay dividends.

Our business plan is dependent upon external financing, which is constrained by the limitations of the 1940 Act.

        Our business requires a substantial amount of cash to operate and grow. We may acquire such additional capital from the following sources:

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A change in interest rates may adversely affect our profitability and our hedging strategy may expose us to additional risks.

        We anticipate using a combination of equity and long-term and short-term borrowings to finance our investment activities. As a result, a portion of our income will depend upon the difference between the rate at which we borrow funds and the rate at which we loan these funds. Higher interest rates on our borrowings will decrease the overall return on our portfolio.

        Ultimately, we expect approximately 80% of the loans in our portfolio to be at variable rates determined on the basis of a LIBOR rate and approximately 20% to be at fixed rates. As of December 31, 2008, our portfolio had approximately 50% of the total of the loan cost value at variable rates, approximately 30% of the total loan cost value at variable rates with floors and approximately 20% of the total loan portfolio cost basis at fixed rates.

        To date, we hold only one interest rate cap agreement. While hedging activities may insulate us against adverse fluctuations in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or any future hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Our ability to receive payments pursuant to our interest rate cap agreement is linked to the ability of the counter-party to that agreement to make the required payments. To the extent that the counter-party to the agreement is unable to pay pursuant to the terms of the agreement, we may lose the hedging protection of the interest rate cap agreement.

Our credit facility imposes certain limitations on us.

        We will have a continuing need for capital to finance our loans. In order to maintain RIC status, we will be required to distribute to our stockholders at least 90% of our ordinary income and short-term capital gains on an annual basis. Accordingly, such earnings will not be available to fund additional loans. Therefore, through our wholly-owned subsidiary, we are party to a credit agreement arranged by Deutsche Bank AG as the structuring agent. The agreement provides us with a revolving credit line facility of $125 million. The line of credit facility will permit us to fund additional loans and investments as long as we are within the conditions set out in the credit agreement. Current market conditions have forced us to write down the value of a portion of our assets as required by fair value accounting rules. These are not realized losses, but constitute adjustment in asset values for purposes of financial reporting and for collateral value for our credit facility. As assets are marked down in value, the amount we can borrow on our credit facility decreases.

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        As a result of the line of credit facility, we are subject to certain limitations on the type of loan investments we make, including restrictions on geographic concentrations, sector concentrations, loan size, payment frequency and status, and average life. Our failure to satisfy these limitations could result in foreclosure by our lenders which would have a material adverse effect on our business, financial condition and results of operations.

Risks related to our investments

We operate in a highly competitive market for investment opportunities.

        A large number of entities compete with and make the types of investments that we seek to make in small and mid-sized companies. We compete with public and private buyout funds, commercial and investment banks, commercial financing companies, and, to the extent they provide an alternative form of financing, hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical, and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which would allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company. The competitive pressures we face could have a material adverse effect on our business, financial condition, and results of operations. Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we can offer no assurance that we will be able to identify and make investments that are consistent with our investment objective. We do not seek to compete primarily based on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be comparable to or lower than the rates we offer. We may lose investment opportunities if we do not match our competitors' pricing, terms, and structure. However, if we match our competitors' pricing, terms, and structure, we may experience decreased net interest income and increased risk of credit loss.

Our investments in small and medium-sized portfolio companies are extremely risky and you could lose all or a part of your investment.

        Investments in small and medium-sized portfolio companies are subject to a number of significant risks including the following:

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Because the loans we make and equity securities we receive when we make loans are not publicly traded, there will be uncertainty regarding the value of our privately held securities that could adversely affect our determination of our net asset value.

        Our portfolio investments are, and we expect will continue to be, in the form of securities that are not publicly traded. The fair value of securities and other investments that are not publicly traded may not be readily determinable. Our Board of Directors has established an investment valuation policy and consistently applied valuation procedures used to determine the fair value of these securities quarterly. These procedures for the determination of value of many of our debt securities utilize the opinions of value submitted to us by Standard and Poor's Securities Evaluations, Inc., or SPSE. SPSE will only

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evaluate the debt portion of our investments for which we specifically request evaluation, and SPSE may decline to make requested evaluations for any reason in its sole discretion.

        Our procedures also include provisions whereby our Adviser will establish the fair value of any equity securities we may hold where SPSE is unable to provide evaluations. The types of factors that may be considered in determining the fair value of our debt and equity securities include some or all of the following:

        Because such valuations, particularly valuations of private securities and private companies, are not susceptible to precise determination, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ from the values that might have actually resulted had a readily available market for these securities been available.

        A portion of our assets are, and will continue to be, comprised of equity securities that are valued based on internal assessment using our own valuation methods approved by our Board of Directors, without the input of SPSE or any other third-party evaluator. We believe that our equity valuation methods reflect those regularly used as standards by other professionals in our industry who value equity securities. However, determination of fair value for securities that are not publicly traded, whether or not we use the recommendations of an independent third-party evaluator, necessarily involves the exercise of subjective judgment. Our net asset value could be adversely affected if our determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such securities.

        We adopted the provisions of FASB Statement No. 157, Fair Value Measurements, with respect to fair market value accounting on April 1, 2008. The impact on our consolidated financial statements for future periods cannot be determined at this time as it will be influenced by the estimates of fair value for those periods, the number and amount of investments we originate, acquire or exit and the effect of any additional guidance or any changes in the interpretation of this statement. If we are required to make further writedowns of our investment portfolio due to changes in market conditions, this could negatively impact the availability under our line of credit and our ability to draw on the line of credit.

        For more information concerning our investment valuation procedures, see "Business—Our Investment Strategy" and "Business—Ongoing Relationships with and Monitoring of Portfolio Companies—Valuation Process" and "Summary of Significant Accounting Policies" included in the notes to our consolidated financial statements included elsewhere in this prospectus.

The lack of liquidity of our privately held investments may adversely affect our business.

        We will generally make investments in private companies whose securities are not traded in any public market. Substantially all of the investments we presently hold and the investments we expect to acquire in the future are, and will be, subject to legal and other restrictions on resale and will otherwise be less liquid than publicly traded securities. The illiquidity of our investments may make it difficult for us to quickly obtain cash equal to the value at which we record our investments if the need arises. This could cause us to miss important investment opportunities. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may record substantial realized losses upon

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liquidation. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we, our Adviser, or our respective officers, employees or affiliates have material non-public information regarding such portfolio company.

        Due to the uncertainty inherent in valuing these securities, our determinations of fair value may differ materially from the values that would exist if a ready market for these securities existed. Our net asset value could be materially affected if our determinations regarding the fair value of our investments are materially different from the values that we ultimately realize upon our disposal of such securities.

Our financial results could be negatively affected if a significant portfolio investment fails to perform as expected.

        Our total investment in companies may be significant individually or in the aggregate. As a result, if a significant investment in one or more companies fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies.

When we are a debt or minority equity investor in a portfolio company, which we expect will generally be the case, we may not be in a position to control the entity, and its management may make decisions that could decrease the value of our investment.

        We anticipate that most of our investments will continue to be either debt or minority equity investments in our portfolio companies. Therefore, we are and will remain subject to risk that a portfolio company may make business decisions with which we disagree, and the shareholders and management of such company may take risks or otherwise act in ways that do not serve our best interests. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings. In addition, we will generally not be in a position to control any portfolio company by investing in its debt securities.

Our portfolio companies are likely to have debt that ranks equally with, or senior to, our investments in such companies.

        We invest primarily in subordinated debt, mezzanine debt and preferred and common equity securities issued by our portfolio companies in connection with buyouts or recapitalizations of these companies. In some cases, portfolio companies undergoing these types of transactions will have other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization, or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution with respect to our investment. After repaying its senior creditors, our portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization, or bankruptcy of the relevant portfolio company. In addition, we may not be in a position to control any portfolio company by investing in its debt securities. Therefore, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree, and the management of such company, as representatives of the holders of their equity securities, may take risks or otherwise act in ways that do not serve our interests as debt investors.

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We typically invest in transactions involving acquisitions, buyouts and recapitalizations of companies, which will subject us to the risks associated with change in control transactions.

        Our strategy includes making debt and equity investments in companies in connection with acquisitions, buyouts and recapitalizations, which subjects us to the risks associated with change in control transactions. Change in control transactions often present a number of uncertainties. Companies undergoing change in control transactions often face challenges retaining key employees and maintaining relationships with customers and suppliers. While we hope to avoid many of these difficulties by participating in transactions where the management team is retained and by conducting thorough due diligence in advance of our decision to invest, if our portfolio companies experience one or more of these problems, we may not realize the value that we expect in connection with our investments which would likely harm our operating results and financial condition.

Prepayments of our loans by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

        In addition to risks associated with delays in investing our capital, we are also subject to the risk that investments that we make in our portfolio companies may be repaid prior to maturity. We will first use any proceeds from prepayments to repay any borrowings outstanding on our credit facility. In the event that funds remain after repayment of our outstanding borrowings, then we will generally reinvest these proceeds in government securities, pending their future investment in new debt and/or equity securities. These government securities will typically have substantially lower yields than the debt securities being prepaid and we could experience significant delays in reinvesting these amounts. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elects to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the market price of our common stock.

Higher taxation of our portfolio companies may impact our quarterly and annual operating results.

        The economic downturn's adverse effect on federal, state, and municipality revenues may induce these government entities to raise various taxes to make up for lost revenues. Additional taxation may have an adverse affect on our portfolio companies' earnings and reduce their ability to repay our loans to them, thus affecting our quarterly and annual operating results.

Our portfolio is concentrated in a limited number of companies and industries, which subjects us to an increased risk of significant loss if any one of these companies does not repay us or if the industries experience downturns.

        As of September 30, 2008, we had investments in 46 portfolio companies. A consequence of a limited number of investments is that the aggregate returns we realize may be substantially adversely affected by the unfavorable performance of a small number of such loans or a substantial write-down of any one investment. Beyond our regulatory and income tax diversification requirements, we do not have fixed guidelines for industry concentration and our investments could potentially be concentrated in relatively few industries. In addition, while we do not intend to invest 25% or more of our total assets in a particular industry or group of industries at the time of investment, it is possible that as the values of our portfolio companies change, one industry or a group of industries may comprise in excess of 25% of the value of our total assets. As of September 30, 2008, 17.6% of our total assets were invested in machinery companies, 16.4% were invested in diversified conglomerate manufacturing companies and 10.5% were invested in health, education and childcare companies. As a result, a downturn in an industry in which we have invested a significant portion of our total assets could have a materially adverse effect on us.

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Our investments are typically long term and will require several years to realize liquidation events.

        Since we generally make five to seven year term loans and hold our loans and related warrants or other equity positions until the loans mature, you should not expect realization events, if any, to occur over the near term. In addition, we expect that any warrants or other equity positions that we receive when we make loans may require several years to appreciate in value and we cannot give any assurance that such appreciation will occur.

We may not realize gains from our equity investments.

        When we invest in mezzanine or senior secured loans, we may acquire warrants or other equity securities as well. In addition we may invest in preferred and common stock. Our goal is ultimately to dispose of such equity interests and realize gains upon our disposition of such interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Any unrealized depreciation we experience on our investment portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

        As a business development company we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by or under the direction of our Board of Directors. Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Since our inception, we have, at times, incurred a cumulative net unrealized depreciation of our portfolio. Any unrealized depreciation in our investment portfolio could result in realized losses in the future and ultimately in reductions of our income available for distribution to stockholders in future periods.

Risks related to our regulation and structure

We will be subject to corporate level tax if we are unable to satisfy Internal Revenue Code requirements for RIC qualification.

        To maintain our qualification as a RIC, we must meet income source, asset diversification and annual distribution requirements. The annual distribution requirement is satisfied if we distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. Because we use leverage, we are subject to certain asset coverage ratio requirements under the 1940 Act and could, under certain circumstances, be restricted from making distributions necessary to qualify as a RIC. Warrants we receive with respect to debt investments will create "original issue discount," which we must recognize as ordinary income, increasing the amounts we are required to distribute to maintain RIC status. Because such warrants will not produce distributable cash for us at the same time as we are required to make distributions in respect of the related original issue discount, we will need to use cash from other sources to satisfy such distribution requirements. The asset diversification requirements must be met at the end of each calendar quarter. If we fail to meet these tests, we may need to quickly dispose of certain investments to prevent the loss of RIC status. Since most of our investments will be illiquid, such dispositions, if even possible, may not be made at prices advantageous to us and, in fact, may result in substantial losses. If we fail to qualify as a RIC for any reason and become fully subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution, and the actual amount distributed. Such a failure would have a material adverse effect on us and our shares. For additional information regarding asset coverage ratio and RIC requirements, see "Material U.S. Federal Income Tax Considerations—Regulated Investment Company Status."

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Changes in laws or regulations governing our operations, or changes in the interpretation thereof, and any failure by us to comply with laws or regulations governing our operations may adversely affect our business.

        We and our portfolio companies are subject to regulation by laws at the local, state and federal levels. These laws and regulations, as well as their interpretation, may be changed from time to time. Accordingly, any change in these laws or regulations, or their interpretation, or any failure by us or our portfolio companies to comply with these laws or regulations may adversely affect our business. For additional information regarding the regulations to which we are subject, see "Material U.S. Federal Income Tax Considerations—Regulated Investment Company Status" and "Regulation as a Business Development Company."

Provisions of the Delaware General Corporation Law and of our certificate of incorporation and bylaws could restrict a change in control and have an adverse impact on the price of our common stock.

        We are subject to provisions of the Delaware General Corporation Law that, in general, prohibit any business combination with a beneficial owner of 15% or more of our common stock for three years unless the holder's acquisition of our stock was either approved in advance by our Board of Directors or ratified by the Board of Directors and stockholders owning two-thirds of our outstanding stock not owned by the acquiring holder. Although we believe these provisions collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our Board of Directors, they would apply even if the offer may be considered beneficial by some stockholders.

        We have also adopted other measures that may make it difficult for a third party to obtain control of us, including provisions of our certificate of incorporation classifying our Board of Directors in three classes serving staggered three-year terms, and provisions of our certificate of incorporation authorizing our Board of Directors to induce the issuance of additional shares of our stock. These provisions, as well as other provisions of our certificate of incorporation and bylaws, may delay, defer, or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders.

Risks related to an investment in our common stock

We may experience fluctuations in our quarterly and annual operating results.

        We may experience fluctuations in our quarterly and annual operating results due to a number of factors, including, among others, variations in our investment income, the interest rates payable on the debt securities we acquire, the default rates on such securities, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the level of our expenses, the degree to which we encounter competition in our markets, and general economic conditions, including the impacts of inflation. The majority of our portfolio companies are in industries that are directly impacted by inflation, such as manufacturing and consumer goods and services. Our portfolio companies may not be able to pass on to customers increases in their costs of production which could greatly affect their operating results, impacting their ability to repay our loans. In addition, any projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized and unrealized losses and therefore reduce our net assets resulting from operations. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

There is a risk that you may not receive dividends.

        Our current intention is to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on a quarterly basis by paying monthly dividends. We expect to retain net realized long-term capital gains to supplement our equity capital and support the growth of our portfolio, although our Board of Directors may determine in certain cases to distribute these gains. We

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cannot assure you that we will achieve investment results or maintain a tax status that will allow or require any specified level of cash distributions.

Distributions by us have and may in the future continue to include a return of capital.

        Our Board of Directors declares monthly dividends based on estimates of net investment income for each fiscal year, which may differ, and in the past have differed, from actual results. Because our distributions are based on estimates of net investment income that may differ from actual results, future distributions payable to our stockholders may also include a return of capital. Moreover, to the extent that we distribute amounts that exceed our accumulated earnings and profits, these distributions constitute a return of capital. A return of capital represents a return of a stockholder's original investment in shares of our stock and should not be confused with a dividend from earnings and profits. Although return of capital distributions may not be taxable, such distributions may increase an investor's tax liability for capital gains upon the sale of our shares by reducing the investor's tax basis for such shares. Such returns of capital reduce our asset base and also adversely impact our ability to raise debt capital as a result of the leverage restrictions under the 1940 Act, which could have a material adverse impact on our ability to make new investments.

The market price of our shares may fluctuate significantly.

        The trading price of our common stock may fluctuate substantially. The extreme volatility and disruption that have affected the capital and credit markets for over a year has reached unprecedented levels in recent months. We have experienced greater than usual stock price volatility.

        The market price and marketability of our shares may from time to time be significantly affected by numerous factors, including many over which we have no control and that may not be directly related to us. These factors include, but are not limited to, the following:

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        Fluctuations in the trading prices of our shares may adversely affect the liquidity of the trading market for our shares and, if we seek to raise capital through future equity financings, our ability to raise such equity capital.

The issuance of subscription rights to our existing stockholders may dilute the ownership and voting powers by existing stockholders in our common stock, dilute the net asset value of their shares and have a material adverse effect on the trading price of our common stock.

        In April 2008 we completed an offering of transferable rights to subscribe for additional shares of our common stock, or subscription rights. We determined to raise equity in this manner primarily because of the capital raising constraints applicable to us under the 1940 Act when our stock is trading below its net asset value per share, as it was at the time of the offering. In the event that we again issue subscription rights to our existing stockholders, there is a significant possibility that the rights offering will dilute the ownership interest and voting power of stockholders who do not fully exercise their subscription rights. Stockholders who do not fully exercise their subscription rights should expect that they will, upon completion of the rights offering, own a smaller proportional interest in the Company than would otherwise be the case if they fully exercised their subscription rights. In addition, because the subscription price of the rights offering is likely to be less than the Company's most recently determined net asset value per share, our stockholders are likely to experience an immediate dilution of the per share net asset value of their shares as a result of the offer. As a result of these factors, any future rights offerings of our common stock, or our announcement of our intention to conduct a rights offering, could have a material adverse impact on the trading price of our common stock.

Shares of closed-end investment companies frequently trade at a discount from net asset value.

        Shares of closed-end investment companies frequently trade at a discount from net asset value. Since our inception, our common stock has at times traded above net asset value, and at times traded below net asset value. During the past year, our common stock has traded consistently, and at times significantly, below net asset value. Subsequent to September 30, 2008, our stock has traded at discounts of up to 71% of our net asset value as of September 30, 2008. This characteristic of shares of closed-end investment companies is separate and distinct from the risk that our net asset value per share will decline. As with any stock, the price of our shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Whether investors will realize gains or losses upon the sale of our shares will not depend directly upon our net asset value, but will depend upon the market price of the shares at the time of sale. Since the market price of our shares will be affected by such factors as the relative demand for and supply of the shares in the market, general market and economic conditions and other factors beyond our control, we cannot predict whether the shares will trade at, below or above our net asset value. Under the 1940 Act, we are generally not able to issue additional shares of our common stock at a price below net asset value per share to purchasers other than our existing stockholders through a rights offering without first obtaining the approval of our stockholders and our independent directors. Additionally, at times when our stock is trading below its net asset value per share, our dividend yield may exceed the weighted average returns that we would expect to realize on new investments that would be made with the proceeds from the sale of such stock, making it unlikely that we would determine to issue additional shares in such circumstances. Thus, for so long as our common stock trades below its net asset value we will be subject to significant constraints on our ability to raise capital. Additionally, an extended period of time in which we are unable to raise capital may restrict our ability to grow and adversely impact our ability to increase or maintain our dividend.

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Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock.

        At our 2008 annual meeting of stockholders, our stockholders approved a proposal designed to allow us to access the capital markets in a way that we were previously unable to as a result of restrictions that, absent stockholder approval, apply to business development companies under the 1940 Act. Specifically, our stockholders approved a proposal that authorizes us to sell shares of our common stock below the then current net asset value per share of our common stock in one or more offerings for a period of one year. During the past year, our common stock has traded consistently, and at times significantly, below net asset value. Any decision to sell shares of our common stock below the then current net asset value per share of our common stock would be subject to the determination by our Board of Directors that such issuance is in our and our stockholders' best interests.

        If we were to sell shares of our common stock below net asset value per share, such sales would result in an immediate dilution to the net asset value per share. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and a proportionately greater decrease in a stockholder's interest in our earnings and assets and voting interest in us than the increase in our assets resulting from such issuance. The greater the difference between the sale price and the net asset value per share at the time of the offering, the more significant the dilutive impact would be. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect, if any, cannot be currently predicted.

We are a relatively new company with limited operating history.

        We were incorporated in Delaware on February 18, 2005. We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives and that the value of your investment could decline substantially.

Other risks

We could face losses and potential liability if intrusion, viruses or similar disruptions to our technology jeopardize our confidential information, whether through breach of our network security or otherwise.

        Maintaining our network security is of critical importance because our systems store highly confidential financial models and portfolio company information. Although we have implemented, and will continue to implement, security measures, our technology platform is and will continue to be vulnerable to intrusion, computer viruses or similar disruptive problems caused by transmission from unauthorized users. The misappropriation of proprietary information could expose us to a risk of loss or litigation.

Terrorist attacks, acts of war or national disasters may affect any market for our common stock, impact the businesses in which we invest and harm our business, operating results and financial conditions.

        Terrorist acts, acts of war or national disasters have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, or national disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and national disasters are generally uninsurable.

23



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        All statements contained or incorporated by reference in this prospectus or any accompanying prospectus supplement, other than historical facts, may constitute "forward-looking statements." These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as "may," "might," "believe," "will," "provided," "anticipate," "future," "could," "growth," "plan," "intend," "expect," "should," "would," "if," "seek," "possible," "potential," "likely" or the negative 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, among others: (1) further adverse changes in the economy and the capital markets; (2) adverse changes in interest rates; (3) our failure or inability to establish or maintain referral arrangements with investment bankers, business brokers and other intermediaries to generate loan opportunities; (4) the loss of one or more of our executive officers, in particular David Gladstone, Terry Lee Brubaker, George Stelljes III or David Dullum; (5) our inability to renew, extend or replace our credit facility on terms reasonably acceptable to us, or at all; (6) the decision of our competitors to aggressively seek to make senior and subordinated loans to small and medium-sized businesses on terms more favorable than we intend to provide; and (7) those factors described in the "Risk Factors" section of this prospectus. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. 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 prospectus.


USE OF PROCEEDS

        Unless otherwise specified in any prospectus supplement accompanying this prospectus, we intend to use the net proceeds from the sale of the Securities for general corporate purposes. We expect the proceeds to be used first to pay down existing short-term debt, then to make investments in small and mid-sized businesses in accordance with our investment objectives, with any remaining proceeds to be used for other general corporate purposes. Indebtedness under our credit line facility currently accrues interest at the rate of approximately 5.9% and matures on April 16, 2009. We anticipate that substantially all of the net proceeds of any offering of Securities will be utilized in the manner described above within three months of the completion of such offering. Pending such utilization, we intend to invest the net proceeds of any offering of Securities primarily in cash, cash equivalents, U.S. government securities, and other high-quality debt investments that mature in one year or less from the date of investment, consistent with the requirements for continued qualification as a RIC for federal income tax purposes.


PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

        We currently intend to distribute in the form of cash dividends, a minimum of 90% of our ordinary income and short-term capital gains, if any, on a quarterly basis to our stockholders in the form of monthly dividends. We intend to retain long-term capital gains and treat them as deemed distributions for tax purposes. We report the estimated tax characteristics of each dividend when declared while the actual tax characteristics of dividends are reported annually to each stockholder on Form 1099 DIV. There is no assurance that we will achieve investment results or maintain a tax status that will permit any specified level of cash distributions or year-to-year increases in cash distributions. At the option of a holder of record of common stock, all cash distributions can be reinvested automatically under our dividend reinvestment plan in additional whole and fractional shares. A stockholder whose shares are held in the name of a broker or other nominee should contact the broker or nominee regarding

24



participation in our dividend reinvestment plan on the stockholder's behalf. See "Risk Factors—We will be subject to corporate level tax if we are unable to satisfy Internal Revenue Code requirements for RIC qualification;" "Dividend Reinvestment Plan;" and "Material U.S. Federal Income Tax Considerations."

        Our common stock is quoted on The Nasdaq Global Select Market under the symbol "GAIN." We completed the initial public offering of our common stock in June 2005 at a price of $15.00 per share. Prior to such date there was no public market for our common stock. Our common stock has historically traded at prices both above and below its net asset value. There can be no assurance, however, that any premium to net asset value will be attained or maintained. As of December 31, 2008, we had 37 stockholders of record.

        The following table sets forth the range of high and low sales prices of our common stock as reported on the Nasdaq Global Select Market (for periods prior to July 1, 2006, the Nasdaq National Market) and the dividends declared by us for the last two completed fiscal years and the current fiscal year through January 12, 2009.

BID PRICE

 
  Net Asset
Value per
Share(1)
  High   Low   Dividend
Declared
  Premium
(Discount)
of Low
Sales Price to
Net Asset Value(2)
  Premium
(Discount)
of High
Sales Price to
Net Asset Value(2)
 

FY 2007

                                     

First Quarter

  $ 13.75   $ 15.01   $ 13.56   $ 0.21     (1.38 )%   9.16 %

Second Quarter

  $ 13.71   $ 14.82   $ 13.50   $ 0.21     (1.53 )%   8.10 %

Third Quarter

  $ 13.65   $ 15.31   $ 14.17   $ 0.21     3.81 %   12.16 %

Fourth Quarter

  $ 13.46   $ 16.00   $ 14.41   $ 0.225     7.06 %   18.87 %

FY 2008

                                     

First Quarter

  $ 13.73   $ 15.20   $ 13.91   $ 0.225     1.31 %   10.71 %

Second Quarter

  $ 13.24   $ 14.39   $ 11.52   $ 0.225     (12.99 )%   8.69 %

Third Quarter

  $ 13.31   $ 12.68   $ 9.81   $ 0.24     (26.30 )%   (4.73 )%

Fourth Quarter

  $ 12.47   $ 10.94   $ 9.08   $ 0.24     (27.19 )%   (12.27 )%

FY 2009

                                     

First Quarter

  $ 10.77   $ 9.78   $ 6.31   $ 0.24     (41.41 )%   (9.19 )%

Second Quarter

  $ 10.57   $ 8.08   $ 6.00   $ 0.24     (43.24 )%   (23.56 )%

Third Quarter

  $ *   $ 6.83   $ 3.09   $ 0.24     * %   * %

Fourth Quarter (through January 12, 2009)

  $ *   $ 5.85   $ 4.91         * %   * %

(1)
Net asset value per share is determined as of the last day in the relevant quarter and therefore may not reflect the net asset value per share on the date of the high and low sale price. The net asset values shown are based on outstanding shares at the end of each period.

(2)
The premiums set forth in these columns represent the high or low, as applicable, closing price per share for the relevant quarter minus the net asset value per share as of the end of such quarter, and therefore may not reflect the premium to net asset value per share on the date of the high and low closing prices.

*
Not yet available, as the net asset value per share as of the end of these quarters has not yet been determined.

25



CONSOLIDATED SELECTED FINANCIAL DATA

        The following table summarizes our consolidated selected financial data. The consolidated selected financial data as of and for the fiscal years ended March 31, 2008 and 2007 and the period June 22, 2005 (commencement of operations) to March 31, 2006 is derived from our audited consolidated financial statements included in this prospectus. The consolidated selected financial data as of and for the six months ended September 30, 2008 and 2007 is derived from our unaudited condensed consolidated financial statements included in this prospectus. You should read this data together with our consolidated financial statements and notes thereto presented elsewhere in this prospectus and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information.

 
  Six Months
Ended
September 30,
2008
  Six Months
Ended
September 30,
2007
  Year Ended
March 31,
2008
  Year Ended
March 31,
2007
  Period
June 22, 2005
(Commencement
of Operations)
Through
March 31,
2006
 
 
  (unaudited)
  (unaudited)
   
   
   
 

Statement of Operations Data:

                               
 

Total Investment Income

  $ 12,853,682   $ 13,456,098   $ 27,893,480   $ 17,261,636   $ 7,370,856  
 

Total Expenses

    6,019,199     7,573,016     14,841,930     6,113,904     1,486,958  
                       
 

Net Investment Income

    6,834,483     5,883,082     13,051,550     11,147,732     5,883,898  
 

Net (Loss) Gain on Investments

    (10,361,421 )   (1,979,691 )   (13,992,711 )   (3,879,328 )   170,399  
                       
 

Net (Decrease) Increase in Net Assets Resulting from Operations

  $ (3,526,938 ) $ (3,903,391 ) $ (941,161 ) $ 7,268,404   $ 6,054,297  
                       

Per Share Data(1):

                               
 

Basic & Diluted

  $ (0.17 ) $ 0.24   $ (0.06 ) $ 0.44   $ 0.37  
 

Cash Distributions Declared per Share

  $ 0.48   $ 0.45   $ 0.930   $ 0.855   $ 0.39  

Statement of Assets and Liabilities Data:

                               
 

Total Assets

  $ 365,362,547   $ 366,833,014   $ 352,293,092   $ 323,590,215   $ 230,323,807  
 

Net Assets

  $ 233,408,569   $ 219,238,347   $ 206,444,949   $ 222,818,509   $ 229,841,697  
 

Net Asset Value Per Share

  $ 10.57   $ 13.24   $ 12.47   $ 13.46   $ 13.88  
 

Common Shares Outstanding

    22,080,133     16,560,100     16,560,100     16,560,100     16,391,589  

Senior Securities Data:

                               
 

Borrowings under line of credit(2)

  $ 130,964,500   $ 146,050,000   $ 144,834,500   $ 100,000,000   $  
 

Asset coverage ratio(3)(4)

    *278 %   *250 %   243 %   *323 %   %
 

Asset coverage per unit(4)

  $ *2,783   $ *2,501   $ *2,425   $ 3,228   $  

Other Data:

                               
 

Number of Portfolio Companies at Period End

    46     59     52     47     22  
 

Principal Amount of New Investments

  $ 36,611,741   $ 113,784,083   $ 175,255,370   $ 182,953,071   $ 160,646,470  
 

Proceeds from Loan Repayments and Investments Sold

  $ 35,580,220   $ 44,115,647   $ 96,437,602   $ 61,166,782   $ 7,381,468  
 

Weighted Average Yield on Investments(5)

    7.81 %   9.12 %   8.91 %   8.72 %   7.02 %
 

Total Return(6)

    (21.39 )%   (10.73 )%   (31.54 )%   4.36 %   3.39 %

(1)
Per share data for net (decrease) increase in net assets resulting from operations is based on the weighted common stock outstanding for both basic and diluted.

(2)
See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information regarding our level of indebtedness.

(3)
As a business development company, we are generally required to maintain a ratio of 200% of total assets, less all liabilities and indebtedness not represented by senior securities, to total borrowings.

(4)
Asset coverage ratio is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is the asset coverage ratio expressed in terms of dollar amounts per $1,000 of indebtedness.

(5)
Weighted average yield on investments equals interest income on investments divided by the annualized weighted average investment balance throughout the year.

(6)
Total return equals the (decrease) increase of the ending market value over the beginning market value plus monthly dividends divided by the monthly beginning market value.

*
These numbers have been revised from amounts previously reported due to an immaterial error.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto contained elsewhere herein.

OVERVIEW

General

        We were incorporated under the General Corporation Laws of the State of Delaware on February 18, 2005. We were primarily established for the purpose of investing in subordinated loans, mezzanine debt, preferred stock and warrants to purchase common stock of small and medium-sized companies in connection with buyouts and other recapitalizations. We also invest in senior secured loans, common stock and senior and subordinated syndicated loans. Our investment objective is to generate both current income and capital gains through these debt and equity instruments. We operate as a closed-end, non-diversified management investment company, and have elected to be treated as a business development company under the 1940 Act.

Business Environment

        The United States has entered into an economic downturn. The economic downturn generally and the disruptions in the capital markets in particular have decreased liquidity and increased our cost of debt and equity capital, where available. The longer these conditions persist, the greater the probability that these factors could continue to increase our cost and significantly limit our access to debt and equity capital and thus have an adverse effect on our operations and financial results. Many of the companies in which we have made or will make investments may also be susceptible to the economic downturn, which may affect the ability of one or more of our portfolio companies to repay our loans or engage in a liquidity event, such as a sale, recapitalization or initial public offering. An economic downturn could also disproportionately impact some of the industries in which we invest, causing us to be more vulnerable to losses in our portfolio. Therefore, the number of our non-performing assets is likely to increase and the fair market value of our portfolio is likely to decrease during these periods. The economic downturn has affected the availability of credit generally and may prevent us from replacing or renewing our credit facility on reasonable terms, if at all. We do not know when market conditions will stabilize, if adverse conditions will intensify or the full extent to which the disruptions will affect us. If market instability persists or intensifies, we may experience difficulty in raising capital.

        Challenges in the current market are intensified for us by certain regulatory limitations under the Code and the 1940 Act, as well as contractual restrictions under the agreement governing our credit facility that further constrain our ability to access the capital markets. To maintain our qualification as RIC, we must satisfy, among other requirements, an annual distribution requirement to pay out at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis. Because we are required to distribute our income in this manner, and because the illiquidity of many of our investments makes it difficult for us to finance new investments through the sale of current investments, our ability to make new investments is highly dependent upon external financing. Our external financing sources include the issuance of equity securities, debt securities or other leverage such as borrowings under our credit facility. 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 a 200% asset coverage ratio, meaning generally that for every dollar of debt, we must have two dollars of assets.

        Recent market conditions have also affected the trading price of our common stock and thus our ability to finance new investments through the issuance of equity. On January 12, 2009, the closing

27



market price of our common stock was $4.91, which price represented a 53.5% discount to our September 30, 2008 net asset value per share. When our stock is trading below net asset value, as it has consistently traded for some time, our ability to issue equity is constrained by provisions of the 1940 Act which generally prohibit us from the issuance and sale of our common stock below net asset value per share without stockholder approval other than through sales to our then-existing stockholders pursuant to a rights offering. At our 2008 Annual Meeting of Stockholders, our stockholders provided such approval, subject to the determination by our Board of Directors that such issuance is in our and our stockholders' best interests.

        The economic downturn may also continue to decrease the value of collateral securing some of our loans, as well as the value of our equity investments, which has impacted and may continue to impact our ability to borrow under our credit facility. During the six months ended September 30, 2008, we recorded net unrealized depreciation on our portfolio of investments of approximately $6.1 million, which was mainly attributable to the decrease in fair value of our portfolio. We may see further decreases in the value of our portfolio, which will further limit our ability to borrow under our current credit facility. Additionally, our credit facility contains covenants regarding the maintenance of certain minimum net worth requirements which are affected by the decrease in value of our portfolio. Failure to meet these requirements would result in a default which, if we are unable to obtain a waiver from our lenders, would result in the acceleration of our repayment obligations under the credit facility.

        We expect that, given these regulatory and contractual constraints in combination with current market conditions, debt and equity capital may be costly or difficult for us to raise for some time, if at all. For so long as this is the case, our near-term strategy may necessarily become somewhat dependent upon retaining capital and building the value of our existing portfolio companies to further the potential of future returns. We will also, where prudent and possible, consider the sale of lower-yielding investments. We expect that this may result in significantly reduced investment activity, as our ability to make new investments under such conditions would be dependent on availability of proceeds from the sale or exit of existing portfolio investments, which events may be beyond our control. With available capital, we intend to continue our strategy of making conservative investments in businesses that we believe will weather the current economy and that are likely to produce attractive long-term returns for our stockholders.

Investment Strategy

        We expect that our target portfolio over time will include mostly subordinated loans, mezzanine debt, preferred stock, and warrants to buy common stock. Structurally, subordinated loans and mezzanine loans usually rank lower in priority of payment to senior debt, such as senior bank debt, and may be unsecured. However, subordinated debt and mezzanine loans rank senior to common and preferred equity in a borrower's capital structure. Typically, subordinated debt and mezzanine loans have elements of both debt and equity instruments, offering returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity position. Due to its higher risk profile and often less restrictive covenants as compared to senior debt, mezzanine debt generally earns a higher return than senior secured debt. Any warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. Mezzanine debt also may include a "put" feature, which permits the holder to sell its equity interest back to the borrower at a price determined through a pre-determined formula.

        Our primary investment focuses are situations involving buyouts and recapitalizations of small and mid-sized companies with established management teams. We expect that our investments will generally range between $10 million and $40 million each, although this investment size may vary proportionately as the size of our capital base changes. We intend to invest either by ourselves or jointly with other

28



buyout funds and/or management of the portfolio company, depending on the opportunity. If we are participating in an investment with one or more co-investors, then our investment is likely to be smaller than if we were investing alone.

        We invested a substantial portion of the proceeds of our initial public offering in senior secured syndicated loans, since these investments typically may be made more quickly than investments in companies undergoing a buyout or recapitalization. We employed this strategy in order to quickly invest our initial capital to generate current income. At September 30, 2008, we had investments in 34 such syndicated loans.

        Senior secured syndicated loans typically involve a number of banks or other financial institutions and are generally more marketable than loans that are not syndicated. In order to invest in certain senior secured syndicated loans, we may purchase these investments at a premium or discount. We amortize premiums and discounts over the contractual life of the investment. In the event that an investment is sold prior to its contractual maturity date, we recognize a loss on any unamortized premium or a gain on any unamortized discount.

        Certain loan investments may have a form of interest that is not paid currently but is accrued and added to the loan balance and paid at the end of the term. This interest is called "paid in kind" interest or "PIK." We generally seek investments that do not generate PIK interest as we have to pay out this accrued interest as dividends to our stockholders and we may have to borrow money or raise additional capital in order to meet the tax test for RICs by having to pay out at least 90% of our income. From inception through September 30, 2008, none of our investments bore PIK interest.

        Original issue discount, or OID, arises when we extend a loan and receive an equity interest in the borrower at the same time. To the extent that the price paid for the equity is not at market value, we must allocate part of the price paid for the loan to the value of the equity. Then the amount allocated to the equity, the OID, must be amortized over the life of the loan. As with PIK interest, the amortization of OID also produces income that must be recognized for purposes of satisfying the distribution requirements for a RIC under Subchapter M of the Internal Revenue Code of 1986, which we refer to as the Code, whereas the cash is received, if at all, when the equity instrument is sold. We seek to avoid OID with all potential investments under review and from inception through September 30, 2008, we did not hold any investments with OID.

        In addition, as a business development company under the 1940 Act, we are required to make available significant managerial assistance to our portfolio companies. We provide these services through our Adviser, who provides these services on our behalf through its officers who are also our officers. Currently, neither we nor our Adviser charges a fee for managerial assistance, however, if our Adviser does receive fees for such managerial assistance, our Adviser will credit the managerial assistance fees to the base management fee due from us to our Adviser.

        Our Adviser receives fees for other services it provides to our portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to our Adviser by the borrower or potential borrower upon closing of the investment. The services our Adviser provides to portfolio companies vary by investment, but generally include a broad array of services, such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, turnaround management, merger and acquisition services and recruiting new management personnel. When our Adviser receives fees for these services, 50% of certain of those fees are credited against the base management fee that we pay to our Adviser. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

29


        Our Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to our Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by our Adviser when earned and are not credited against the base management fee.

        We may receive fees for the origination and closing services we provides to portfolio companies through our Adviser. These fees are paid directly to us and are recognized as revenue upon closing of the originated investment and are reported as fee income in the consolidated statements of operations.

        In the event that we expend significant effort in considering and negotiating a potential investment that ultimately is not consummated, we generally will seek reimbursement from the proposed borrower for our reasonable expenses incurred in connection with the transaction, including legal fees. Any amounts collected for expenses incurred by our Adviser in connection with unconsummated investments will be reimbursed to our Adviser. Amounts collected for these expenses incurred by us will be reimbursed to us and will be recognized in the period in which such reimbursement is received, however, there can be no guarantee that we will be successful in collecting any such reimbursements.

        During the fiscal year ended March 31, 2008, we invested, directly or through participations, approximately $175.3 million of new loans in a total of 27 companies. Also, during the fiscal year ended March 31, 2008, we sold or were repaid in full on 22 syndicated loans of an aggregate of approximately $32.2 million, and we received scheduled contractual principal repayments of approximately $64.2 million, for total principal repayments of approximately $96.4 million. Since our initial public offering in June 2005, we have made investments in 84 companies for a total of approximately $555.0 million, before giving effect to principal repayments on investments and divestitures.

Our Adviser and Administrator

        Our Adviser is led by a management team which has extensive experience in our lines of business. Our Adviser also has a wholly-owned subsidiary, our Administrator, which employs our chief financial officer, chief compliance officer, controller, treasurer and their respective staffs. Excluding our chief financial officer, all of our executive officers are officers or directors, or both, of our Adviser and our Administrator.

        Our Adviser also provides investment advisory and administrative services to our affiliates Gladstone Commercial Corporation, a publicly traded real estate investment trust; Gladstone Capital Corporation, a publicly traded registered investment company; and Gladstone Land Corporation, an agricultural real estate company owned by Mr. Gladstone. Excluding our chief financial officer, all of our executive officers also serve as either directors or executive officers, or both, of Gladstone Commercial and Gladstone Capital. In the future, our Adviser may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.

        We have been externally managed by our Adviser pursuant to an investment advisory and administrative agreement since our inception. Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the 1940 Act. Our Adviser is headquartered in McLean, Virginia, a suburb of Washington, D.C., and has offices in New York, Illinois, Pennsylvania, New Jersey, Texas and Georgia.

Investment Advisory and Management Agreement

        Pursuant to the investment advisory and management agreement with our Adviser, which we refer to as the Advisory Agreement, we pay our Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee.

        The base management fee is computed and payable quarterly and is assessed at an annual rate of 2.0%. Through December 31, 2006, it was computed on the basis of the average value of our gross

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invested assets at the end of the two most recently completed quarters, which were total assets less the cash proceeds and cash and cash equivalent investments from the proceeds of our initial public offering that were not invested in debt and equity securities of portfolio companies. Beginning on January 1, 2007, the base management fee was computed on the basis of the average value of our gross assets at the end of the two most recently completed quarters, which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings.

        On January 9, 2007, our Board of Directors accepted an unconditional, irrevocable and voluntary waiver from our Adviser to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings under our credit facility were used to purchase such syndicated loan participations. This waiver remains in effect and was applied through September 30, 2008 and any waived fees may not be recouped by our Adviser in the future.

        When our Adviser receives fees from our portfolio companies, 50% of certain of these fees are credited against the base management fee that we would otherwise be required to pay to our Adviser.

        In addition, our Adviser services the loans held by Gladstone Business Investment, LLC, or Business Investment, in return for which our Adviser receives a 2.0% annual fee based on the monthly aggregate balance of loans held by Business Investment. Since we own these loans, all loan servicing fees paid to our Adviser are treated as reductions against the 2.0% base management fee. Overall, the base management fee due to our Adviser cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year.

        The incentive fee consists of two parts: an income-based incentive fee and a capital gains incentive fee. The income-based incentive fee rewards our Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets (the "hurdle rate"). We pay our Adviser an income incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

Quarterly Incentive Fee Based on Net Investment Income

Pre-incentive fee net investment income
(expressed as a percentage of the value of net assets)

GRAPHIC

Percentage of pre-incentive fee net investment income
allocated to income-related portion of incentive fee

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        The second part of the incentive fee is a capital gains 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% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to our Adviser, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences 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 amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

Administration Agreement

        We have entered into an administration agreement with our Administrator, which we refer to as the Administration Agreement, whereby we pay separately for administrative services. The Administration Agreement provides for payments equal to our allocable portion of our Administrator's overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of our Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, controller, chief compliance officer, treasurer and their respective staffs. Our allocable portion of expenses is derived by multiplying our Administrator's total allocable expenses by the percentage of our average total assets (the total assets at the beginning and end of each quarter) in comparison to the average total assets of all companies managed by our Adviser under similar agreements.

Critical Accounting Policies

        The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ materially from those estimates. Our accounting policies are more fully described in the "Notes to Consolidated Financial Statements" contained elsewhere in the registration statement of which this prospectus is a part. We have identified our investment valuation process as our most critical accounting policy.

Investment Valuation

        The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.

        General Valuation Policy: We value our investments in accordance with the requirements of the 1940 Act. As discussed more fully below, we value securities for which market quotations are readily

32



available at their market value. We value all other securities and assets at fair value as determined in good faith by our Board of Directors.

        In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157—Fair Value Measurements, or SFAS 157, which, for financial assets, is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. We adopted SFAS 157 on April 1, 2008. In part, SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. The new standard provides a consistent definition of fair value that 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. The standard also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

        The following table presents the financial instruments carried at fair value as of September 30, 2008, by caption on the accompanying condensed consolidated statement of assets and liabilities for each of the three levels of hierarchy established by SFAS 157:

 
  As of September 30, 2008
(in thousands)
 
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statement of
Assets and Liabilities
 

Non-Control/Non-Affiliate investments

  $   $   $ 115,133   $ 115,133  

Control investments

            157,246     157,246  

Affiliate investments

            53,877     53,877  
                   
 

Total investments at fair value

  $   $   $ 326,256   $ 326,256  
                   

Changes in Level 3 Fair Value Measurements

        The following table provides a roll-forward in the changes in fair value from March 31, 2008 to September 30, 2008, for all investments for which we determine fair value using unobservable (Level 3) factors. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the 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 components, observable components (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gains and losses in the table below

33



include changes in fair value due in part to observable factors that are part of the valuation methodology.


Fair value measurements using unobservable data inputs (Level 3)
(in thousands)

 
  Non-Control/
Non-Affiliate
Investments
  Control
Investments
  Affiliate
Investments
  Total  

Six months ended September 30, 2008:

                         

Fair value at March 31, 2008

  $ 142,739   $ 145,407   $ 47,458   $ 335,604  
 

Total realized/unrealized losses(a)

    (4,941 )   5,973     (11,393 )   (10,361 )
 

New investments, repayments, and settlements, net

    (22,665 )   5,866     17,812     1,013  
 

Transfers in (out) of Level 3

                 
                   

Fair value as of September 30, 2008

  $ 115,133   $ 157,246   $ 53,877   $ 326,256  
                   

Three months ended September 30, 2008:

                         

Fair value at June 30, 2008

  $ 130,764   $ 141,042   $ 48,493   $ 320,299  
 

Total realized/unrealized losses(a)

    (7,689 )   10,840     (5,978 )   (2,827 )
 

New investments, repayments, and settlements, net

    (7,942 )   5,364     11,362     8,784  
 

Transfers in (out) of Level 3

                 
                   

Fair value as of September 30, 2008

  $ 115,133   $ 157,246   $ 53,877   $ 326,256  
                   

(a)
Realized/unrealized gains and losses are reported on the accompanying condensed consolidated statements of operations for the six months ended September 30, 2008.

Investment Valuation Policy

        We carry our investments at market value to the extent that market quotations are readily available, and otherwise at fair value, as determined in good faith by our Board of Directors. In determining the fair value of our investments, our Adviser has established an investment valuation policy, which we refer to as the policy. The policy has been approved by our Board of Directors and each quarter the Board of Directors reviews whether our Adviser has applied the policy consistently, and votes whether or not to accept the recommended valuation of our investment portfolio.

        We use generally accepted valuation techniques to value our portfolio unless we have specific information about the value of an investment to determine otherwise. From time to time we may accept an appraisal of a business in which we hold securities. These appraisals are expensive and occur infrequently but provide a third-party valuation opinion that may differ in results, techniques and scopes used to value our investments. When these specific third-party valuations are engaged or accepted, we would use such appraisals to value the investment we have in that business if we determined that the appraisals were the best estimate of fair value.

        The policy, which is summarized below, applies to the following categories of securities:

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Valuation Methods:

        Publicly-traded securities:    We determine the value of publicly-traded securities based on the closing price for the security on the exchange or securities market on which it is listed and primarily traded on the valuation date. To the extent that we own restricted securities that are not freely tradable, but for which a public market otherwise exists, we will use the market value of that security adjusted for any decrease in value resulting from the restrictive feature. We use Level 1 inputs for these types of securities. We did not value any of our investments using Level 1 inputs as of September 30, 2008.

        Securities for which a limited market exists:    We value securities that are not traded on an established secondary securities market, but for which a limited market for the security exists, such as certain participations in, or assignments of, syndicated loans, at the quoted bid price. Firm bid prices are requested; however, if a firm bid price is unavailable, we base the value of the security upon the indicative bid price offered by the respective originating syndication agent's trading desk, or secondary desk, on or near the valuation date. To the extent that we use the indicative bid price as a basis for valuing the security, our Adviser may take further steps to consider additional information to validate that price in accordance with the policy. We use Level 2 or 3 inputs for these types of securities, as applicable. We did not value any securities using Level 2 inputs as of September 30, 2008.

        Securities for which no market exists:    The valuation methodology for securities for which no market exists falls into three categories: (1) portfolio investments comprised solely of debt securities; (2) portfolio investments in controlled companies comprised of a bundle of securities, which can include debt and equity securities; and (3) portfolio investments in non-controlled companies comprised of a bundle of securities, which can include debt and equity securities. We use Level 3 inputs for these types of securities.

(1)
Portfolio investments comprised solely of debt securities:    Debt securities that are not publicly traded on an established securities market, or for which a limited market does not exist, which we refer to as Non-Public Debt Securities, and that are issued by portfolio companies where we have no equity, or equity-like securities, are fair valued in accordance with the terms of the policy, which utilizes opinions of value submitted to us by Standard & Poor's Securities Evaluations, Inc., or SPSE.

35


(2)
Portfolio investments in controlled companies comprised of a bundle of investments, which can include debt and equity securities:    For our Non-Public Debt Securities and equity or equity-like securities (e.g. preferred equity, equity, or other equity-like securities) that are purchased together as part of a package, where we have control or could gain control through an option or warrant security, both the debt and equity securities of the portfolio investment would exit in the mergers and acquisition market as the principal market, generally through a sale or recapitalization of the portfolio company. Further, we believe that the in-use premise of value (as defined in SFAS 157), which assumes the debt and equity securities are sold together, is appropriate as this would provide maximum proceeds to the seller. As a result, we will continue to use the enterprise value methodology utilizing a liquidity waterfall approach to determine the fair value of these investments under SFAS 157 if we have the ability to initiate a sale of a portfolio company as of the measurement date. Under this approach, we first calculate the total enterprise value of the issuer by incorporating some or all of the following factors:

the issuer's ability to make payments;

the earnings of the issuer;

recent sales to third parties of similar securities;

the comparison to publicly traded securities; and

discounted cash flow or other pertinent factors.

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(3)
Portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and equity securities:    We value Non-Public Debt Securities that are purchased together with equity and equity-like securities from the same portfolio company, or issuer, for which the we do not control or cannot gain control as of the measurement date, using a hypothetical secondary market as our principal market. In accordance with SFAS 157, we determine the fair value of these debt securities of non-control investments assuming the sale of an individual debt security using the in-exchange premise of value (as defined in SFAS 157). As such, we estimate the fair value of the debt component using estimates of value provided by SPSE and our own assumptions in the absence of market observable data, including synthetic credit ratings, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. For equity and equity-like securities of investments for which we do not control or cannot gain control as of the measurement date, we value the equity portion based on the total enterprise value of the issuer, which is calculated using a liquidity waterfall approach.

        As of September 30, 2008, the investment portfolio that was valued using third-party valuation opinions was approximately $158.6 million, or 49% of the fair value of the Company's total portfolio investments.

        Valuation Considerations:    From time to time, depending on certain circumstances, the Adviser may use the following valuation considerations, including but not limited to:

        Because such valuations, particularly valuations of private securities and private companies, are not susceptible to precise determination, may fluctuate over short periods of time, and may be based on estimates, our determinations of fair value may differ from the values that might have actually resulted had a readily available market for these securities been available.

        Credit Information:    Our Adviser monitors a wide variety of key credit statistics that provide information regarding our portfolio companies to help us assess credit quality and portfolio performance. We and our Adviser participate in the periodic board meetings of our portfolio companies in which we hold control and affiliate investments and also require them to provide annual audited and monthly unaudited financial statements. Using these statements and board discussions, our Adviser calculates and evaluates the credit statistics.

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        Loan Grading and Risk Rating:    As part of our valuation procedures, we risk rate all of our investments in debt securities. For syndicated loans that have been rated by a NRSRO (as defined in Rule 2a-7 under the 1940 Act), we use the NRSRO's risk rating for such security. For all other debt securities, we use a proprietary risk rating system. Our risk rating system uses a scale of 0 to 10, with 10 being the lowest probability of default. This system is used to estimate the probability of default on debt securities and the probability of loss if there is a default. These types of systems are referred to as risk rating systems and are used by banks and rating agencies. The risk rating system covers both qualitative and quantitative aspects of the business and the securities we hold.

        For the debt securities for which we do not use a third-party NRSRO risk rating, we seek to have our risk rating system mirror the risk rating systems of major risk rating organizations, such as those provided by a NRSRO. While we seek to mirror the NRSRO systems, we cannot provide any assurance that our risk rating system will provide the same risk rating as a NRSRO for these securities. The following chart is an estimate of the relationship of our risk rating system to the designations used by two NRSROs as they risk rate debt securities of major companies. Because our system rates debt securities of companies that are unrated by any NRSRO, there can be no assurance that the correlation to the NRSRO set out below is accurate. We believe our risk rating would be significantly higher than a typical NRSRO risk rating because the risk rating of the typical NRSRO is designed for larger businesses. However, our risk rating has been designed to risk rate the securities of smaller businesses that are not rated by a typical NRSRO. Therefore, when we use our risk rating on larger business securities, the risk rating is higher than a typical NRSRO rating. The primary difference between our risk rating and the rating of a typical NRSRO is that our risk rating uses more quantitative determinants and includes qualitative determinants that we believe are not used in the NRSRO rating. It is our understanding that most debt securities of medium-sized companies do not exceed the grade of BBB on a NRSRO scale, so there would be no debt securities in the middle market that would meet the definition of AAA, AA or A. Therefore, our scale begins with the designation of a 10 as the best risk rating which may be equivalent to a BBB from a NRSRO, however, no assurance can be given that a 10 on our scale is equal to a BBB on a NRSRO scale.

Company's
System
  First
NRSRO
  Second
NRSRO
  Gladstone Investment's Description(a)
>10      Baa2   BBB   Probability of Default (PD) during the next ten years is 4% and the Expected Loss (EL) is 1% or less
10   Baa3   BBB-   PD is 5% and the EL is 1 to 2%
9   Ba1   BB+   PD is 10% and the EL is 2 to 3%
8   Ba2   BB   PD is 16% and the EL is 3 to 4%
7   Ba3   BB-   PD is 17.8% and the EL is 4 to 5%
6   B1   B+   PD is 22% and the EL is 5 to 6.5%
5   B2   B   PD is 25% and the EL is 6.5 to 8%
4   B3   B-   PD is 27% and the EL is 8 to 10%
3   Caa1   CCC+   PD is 30% and the EL is 10.0 to 13.3%
2   Caa2   CCC   PD is 35% and the EL is 13.3 to 16.7%
1   Caa3   CC   PD is 65% and the EL is 16.7 to 20%
0   N/A   D   PD is 85% or there is a Payment Default and the EL is greater than 20%

(a)
The default rates set forth are for a ten year term debt security. If a debt security is less than ten years, then the probability of default is adjusted to a lower percentage for the shorter period, which may move the security higher on our risk rating scale.

        The above scale gives an indication of the probability of default and the magnitude of the loss if there is a default. Our policy is to stop accruing interest on an investment if we determine that interest

38



is no longer collectible. At September 30, 2008 and March 31, 2008, two investments were on non-accrual for an aggregate, at cost, of approximately $11.5 million and $8.9 million, respectively. At March 31, 2007, no payments were past due on any of our debt securities. Additionally, we do not risk rate our equity securities.

        The following table lists the risk ratings for all non-syndicated loans in our portfolio at September 30, 2008, March 31, 2008 and March 31, 2007, representing approximately 58%, 51% and 44%, respectively, of all loans in our portfolio at the end of each period:

Rating
  September 30, 2008   March 31, 2008   March 31, 2007  

Highest

    8.0     7.0     8.0  

Average

    5.4     5.5     5.7  

Weighted Average

    5.1     5.1     5.0  

Lowest

    2.0     1.0     2.0  

        The following table lists the risk ratings for syndicated loans in our portfolio that were not rated by an NRSRO at September 30, 2008, March 31, 2008 and March 31, 2007, representing approximately 12%, 13% and 14%, respectively, of all loans in our portfolio at the end of each period:

Rating
  September 30, 2008   March 31, 2008   March 31, 2007  

Highest

    10.0     9.0     8.0  

Average

    8.2     7.1     7.2  

Weighted Average

    8.2     7.3     7.3  

Lowest

    7.0     1.0     6.0  

        For syndicated loans that are currently rated by a NRSRO, we risk rate such loans in accordance with the risk rating systems of major risk rating organizations such as those provided by a NRSRO. The following table lists the risk ratings for all syndicated loans in our portfolio that were rated by a NRSRO at September 30, 2008, March 31, 2008 and March 31, 2007, representing approximately 30%, 36% and 42%, respectively, of all loans in our portfolio at the end of each period:

Rating
  September 30, 2008   March 31, 2008   March 31, 2007  

Highest

    BB/Ba2     BB/Ba2     BB-/Ba2  

Average

    B+/B1     B+/B1     B+/B1  

Weighted Average

    B/B2     B+/B1     B+/B1  

Lowest

    CCC+/Caa2     CCC+/B2     B/B2  

Tax Status

        We currently qualify and intend to continue to qualify for treatment as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. As a RIC, we are not subject to federal income tax on the portion of our taxable income and gains distributed to stockholders. To qualify as a RIC, we are required to distribute to stockholders at least 90% of investment company taxable income, as defined by the Code. It is our policy to pay out as a dividend up to 100% of those amounts.

        In an effort to avoid certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year, an amount at least equal the sum of (1) 98% of our ordinary income for the calendar year, (2) 98% of our capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year, and (3) any ordinary income and net capital gains for preceding years that were not distributed during such years.

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Revenue Recognition

        Interest income is recorded on the accrual basis to the extent that such amounts are expected to be collected. We will stop accruing interest on investments when it is determined that interest is no longer collectible. At September 30, 2008 and March 31, 2008, two investments were on non-accrual for an aggregate, at cost, of approximately $11.5 million and $8.9 million, respectively. There were no uncollectible accounts at March 31, 2007. Conditional interest, or a success fee, is recorded when earned upon full repayment of a loan investment. To date we have not recorded any conditional interest. Dividend income on preferred equity securities is accrued to the extent that such amounts are expected to be collected and that we have the option to collect such amounts in cash. To date, we have not accrued any dividend income.

        As a business development company under the 1940 Act, we are required to make available significant managerial assistance to our portfolio companies. We provide these services through our Adviser, who provides these services on our behalf through its officers who are also our officers. Currently, neither we nor our Adviser charges a fee for managerial assistance, however, if our Adviser does receive fees for such managerial assistance, our Adviser will credit the managerial assistance fees to the base management fee due from us to our Adviser.

        Our Adviser receives fees for other services it provides to our portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to our Adviser by the borrower or potential borrower upon closing of the investment. The services our Adviser provides to portfolio companies vary by investment, but generally include a broad array of services, such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, turnaround management, merger and acquisition services and recruiting new management personnel. When our Adviser receives fees for these services, 50% of certain of those fees are credited against the base management fee that we pay to our Adviser. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

        Our Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to our Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by our Adviser when earned and are not credited against the base management fee.

        We may receive fees for the origination and closing services we provides to portfolio companies through our Adviser. These fees are paid directly to us and are recognized as revenue upon closing of the originated investment and are reported as fee income in the consolidated statements of operations.

RESULTS OF OPERATIONS

Comparison of the three months ended September 30, 2008 to the three months ended September 30, 2007 (dollar amounts in thousands, unless otherwise indicated)

Investment Income

        Total investment income for the three months ended September 30, 2008 was $6,816, as compared to $7,156 for the three months ended September 30, 2007.

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        Interest income from our investments in debt securities of private companies was $6,218 for the three months ended September 30, 2008, as compared to $7,067 for the comparable prior year period. The level of interest income from investments is directly related to the balance, at cost, of the interest-bearing investment portfolio outstanding during the period multiplied by the weighted average yield. The weighted average yield varies from period to period based on the current stated interest rate on interest-bearing investments and the amounts of loans for which interest is not accruing. Interest income from our investments decreased $849, or 12.0%, during the three months ended September 30, 2008 as compared to the prior year period. This change was due to the decrease in the weighted average yield of our portfolio, attributable mainly to a reduction in the average LIBOR during the comparable time period, which was approximately 2.6% for the three months ended September 30, 2008, compared to 5.3% in the prior year period.

        Interest income from Non-Control/Non-Affiliate investments was $2,134 for the three months ended September 30, 2008, as compared to $4,080 for the comparable prior year period. This decrease was the result of an overall decrease in the number of Non-Control/Non-Affiliate investments held at September 30, 2008 compared to the prior year period, primarily due to sales and settlements of syndicated loans during the quarter. This decrease was further emphasized by drops in LIBOR, due to the instability and tightening of the credit markets.

        Interest income from Control investments was $2,735 for the three months ended September 30, 2008, as compared to $2,612 for the comparable prior year period. The increase of $123 is attributable to the addition of one new Control investment during the quarter ended September 30, 2008, while the status change of another Control investment as non-accrual, ASH, and the reclassification of Quench as an Affiliate investment partially offset this increase from the prior year period.

        Interest income from Affiliate investments was $1,349 for the three months ended September 30, 2008, as compared to $375 for the comparable prior year period. The increase was a result of three additional Affiliate investments held during the quarter ending September 30, 2008 when compared to the prior year period, as well the change in reclassification of Quench as an Affiliate investment.

        The interest-bearing investment portfolio had an average cost basis of approximately $294.4 million for the three months ended September 30, 2008, as compared to an average cost basis of approximately $301.6 million for the three months ended September 30, 2007. The following table lists the interest income from investments for the five largest portfolio companies during the respective periods:


Three months ended September 30, 2008

Company
  Interest
Income
  %  

Chase II Holdings Corp. 

  $ 720     11.6 %

A. Stucki Holding Corp. 

    677     10.9 %

Noble Logistics, Inc. 

    426     6.9 %

Acme Cryogenics, Inc. 

    414     6.7 %

Cavert II Holding Corp. 

    405     6.4 %
           

Subtotal

  $ 2,642     42.5 %

Other companies

    3,576     57.5 %
           

Total portfolio interest income

  $ 6,218     100.0 %
           

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Three months ended September 30, 2007

Company
  Interest
Income
  %  

A. Stucki Holding Corp. 

  $ 894     12.7 %

Chase II Holdings Corp. 

    781     11.1 %

Acme Cryogenics, Inc. 

    426     6.0 %

Quench Holdings Corp. 

    376     5.3 %

Noble Logistics, Inc. 

    375     5.3 %
           

Subtotal

  $ 2,852     40.4 %

Other companies

    4,215     59.6 %
           

Total portfolio interest income

  $ 7,067     100.0 %
           

        The annualized weighted average yield on our portfolio of investments, excluding cash and cash equivalents, was 7.98% for the three months ended September 30, 2008, compared to 9.08% for the three months ended September 30, 2007. The decrease in the annualized weighted average yield resulted primarily from a reduction in the average LIBOR, due to the instability and tightening of the credit markets. This decrease was accentuated by a slight decrease in the overall size of the investment portfolio compared to the prior year period.

        Interest income from cash and cash equivalents was $22 for the three months ended September 30, 2008, as compared to $61 for the comparable prior year period. This decrease is a result of lower interest rates offered by banks, as this income is derived mainly from interest earned on overnight sweeps of cash held at financial institutions, in addition to us using the proceeds from repayments on outstanding loans during the quarter to pay down our line of credit.

        Other income was $576 for the three months ended September 30, 2008, as compared to $28 for the comparable prior year period. This increase is due to $567 of dividends received on the restructuring of one of our Control investments (Quench) being recognized as income. The remainder of these dividends received in excess of the gain recognized on the restructuring, approximately $50, reduced our equity basis in the investment. The residual balance in other income is comprised of loan amendment fees that are amortized over the remaining lives of the respective loans and other miscellaneous income amounts.

Operating Expenses

        Total operating expenses, excluding any voluntary and irrevocable credits to the base management fee, were $3,729 for the three months ended September 30, 2008, as compared to $4,664 for the comparable prior year period.

        Loan servicing fees of $1,258 were incurred for the three months ended September 30, 2008, as compared to $1,260 for the comparable prior year period. These fees were incurred in connection with a loan servicing agreement between Business Investment and our Adviser, which is based on the size of the portfolio. These fees were reduced against the amount of the base management fee due to our Adviser. The consistency in loan servicing fees is the result of similar balances in our portfolio of loans being serviced by our Adviser during the prior year period.

        Base management fees for the three months ended September 30, 2008 were $435, as compared to $453 for the comparable prior year period. The base management fee is computed quarterly, as

42



described under "Investment Advisory and Management Agreement" in Note 4 of the accompanying condensed consolidated financial statements, and is summarized in the table below:

 
  Three months ended  
 
  September 30,
2008
  September 30,
2007
 

Base management fee

  $ 435   $ 453  

Credits to base management fee from Adviser:

             

Credit for investment advisory fees received by Adviser

    (313 )   (61 )

Fee reduction for the waiver of 2% fee on senior syndicated loans to 0.5%(1)

    (383 )   (442 )
           
 

Credit to base management fee from Adviser

    (696 )   (503 )
           

Net base management fee

  $ (261 ) $ (50 )
           

(1)
Our Adviser voluntarily waived, for the three months ended September 30, 2008 and 2007, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations.

        Administration fees were $212 for the three months ended September 30, 2008, as compared to $228 for the comparable prior year period. This fee consists of our allocable portion of our Administrator's rent and other overhead expenses, and our allocable portion of the salaries and benefits of our chief financial officer, chief compliance officer, treasurer, and their respective staffs. Our allocable portion of expenses is derived by multiplying the percentage of our average assets (the assets at the beginning and ending of each quarter) in comparison to the average assets of all companies managed by our Adviser that are under similar administration agreements with our Administrator. The slight decrease was attributable to a decrease in our total assets in relation to the other funds serviced by our Administrator.

        Interest expense was $1,084 for the three months ended September 30, 2008, as compared to $2,023 for the comparable prior year period. The decline was a direct result of decreased borrowings under our credit facility during the period, as the majority of the proceeds from repayments on outstanding loans during the quarter ended September 30, 2008 were used to pay down our credit facility.

        Amortization of deferred finance costs were $140 for the three months ended September 30, 2008, as compared to $216 for the comparable prior year period. The decrease is attributable to realizing the full amortization of costs incurred in connection with the credit facility agreement.

        Professional fees were $183 for the three months ended September 30, 2008, as compared to $110 for the comparable prior year period. Professional fees primarily consist of legal fees and audit and accounting fees. The increase is primarily due to direct consulting and legal fees incurred on potential investments as well as increases in general legal expenses.

        Stockholder related costs were $200 for the three months ended September 30, 2008, as compared to $157 for the comparable prior year period. Stockholder related costs consist of the amortization of annual Nasdaq listing fees, transfer agent fees, annual report printing and distribution costs, costs associated with SEC filings and press release costs. The increase was primarily attributable to the increase in proxy solicitation and annual report printing fees.

        Insurance expense was $55 for the three months ended September 30, 2008, as compared to $73 for the comparable prior year period. Insurance expense consists of the amortization of the directors and officers insurance policy and professional liability policy premiums. The decrease is due to a reduction in the premiums for directors and officers insurance for the current policy period.

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        Directors' fees were $48 for the three months ended September 30, 2008, as compared to $68 for the comparable prior year period. Directors' fees consist of the amortization of the directors' annual stipend and individual meeting fees. The decrease is due to the timing of committee meetings in which fewer were held in the current quarter.

        Taxes and licenses expense was $24 for the three months ended September 30, 2008, as compared to $41 for the comparable prior year period and consist primarily of franchise taxes due to the state of Delaware and other fees surrounding state and regulatory licensing, registration and other corporate filing fees.

        General and administrative expenses were $90 for three months ended September 30, 2008, as compared to $35 for the comparable prior year period. General and administrative expenses consist primarily of direct expenses such as travel related specifically to our portfolio companies, loan evaluation services for our portfolio companies and backup servicer expenses. The increase is mainly due to prior period capitalized costs relating to potential investments that were not executed and were thus expensed in the current quarter.

Realized and Unrealized (Loss) Gain on Investments

        For the three months ended September 30, 2008, we realized a net loss of $2.5 million, mostly attributable to the settlement of Lexicon, on sale of Non-Control/Non-Affiliate investments. We also recorded net unrealized depreciation of investments in the aggregate amount of $329. For the three months ending September 30, 2007, we recognized a net loss of $3 resulting from additional legal expenses incurred in connection with the sale of one of our senior syndicated loans during the first quarter. We recorded net unrealized depreciation of investments in the aggregate amount of $7.4 million.

        At September 30, 2008, the fair value of our investment portfolio was less than the cost basis of our portfolio by $21.3 million, representing net unrealized depreciation of approximately $329 for the quarter. At September 30, 2007, the fair value of our investment portfolio was less than the cost basis of our portfolio by $5.6 million representing net unrealized depreciation of $7.4 million for the quarter. The unrealized depreciation during the quarter ended September 30, 2008, while nominal overall, included declines in the market value of certain investments including Acme Cryogenics, B-Dry, Noble Logistics, Generac, Open Solutions, and Rally Parts. Most of the declines were attributable to our senior syndicated loans and the debt portions of our buyouts, which were offset by increases in the fair value of the equity in certain of our Control and Affiliate investments, including A. Stucki, Cavert Wire, Chase Industries, and Quench. Additionally, the impact of the adoption of SFAS 157 on April 1, 2008 included a modification of our valuation procedures so that the debt portion of bundled investments in non-controlled companies is valued by SPSE, which change had a positive impact on net unrealized appreciation in the amount of $11.0 million. Previously, we valued the debt portion of bundled debt and equity investments in non-controlled companies in accordance with board approved valuation policies, which valued the debt securities at the contractual principal balance.

        Although our investment portfolio has depreciated, our entire portfolio was fair valued at 94% of cost as of September 30, 2008. The unrealized depreciation of our investments does not have an impact on our current ability to pay distributions to stockholders.

Derivatives

        For the three months ended September 30, 2008 and 2007, the fair market value of our interest rate cap agreements purchased in October 2007 and February 2008 remained flat.

44


Net Increase (Decrease) in Net Assets from Operations

        For the three months ended September 30, 2008, we recorded a net increase in net assets resulting from operations of $956 as a result of the factors discussed above. Our net increase (decrease) in net assets from operations per basic and diluted weighted average common share for the quarters ended September 30, 2008 and 2007 were $0.04 and ($0.26), respectively. For the three months ended September 30, 2007, we recorded a net decrease in net assets resulting from operations of $4.4 million. We will continue to incur base management fees which are likely to increase as our investment portfolio grows, and we may begin to incur incentive fees. Our administrative expenses payable to our Administrator are also likely to grow during future periods as our average assets grow in comparison to our average assets at June 30, 2008 and as the expenses incurred by our Administrator to support our operations increase.

Six months ended September 30, 2008 compared to the six months ended September 30, 2007 (dollar amounts in thousands, unless otherwise indicated)

Investment Income

        Investment income for the six months ended September 30, 2008 was $12,854, as compared to investment income of $13,456 for the six months ended September 30, 2008.

        Interest income from our investments in debt securities of private companies was $12,222 for the six months ended September 30, 2008, as compared to $13,307 for the comparable prior year period. The level of interest income from investments is directly related to the balance, at cost, of the interest-bearing investment portfolio outstanding during the period multiplied by the weighted average yield. The weighted average yield varies from period to period based on the current stated interest rate on interest-bearing investments and the amounts of loans for which interest is not accruing. Interest income from our investments decreased $1.1 million, or 0.8%, during the six months ended September 30, 2008 compared to the prior year period, as the cost basis of our outstanding loans remained relatively comparable between the two periods.

        Interest income from Non-Control/Non-Affiliate investments was $4,458 for the six months ended September 30, 2008, as compared to $7,329 for the comparable prior year period. This decrease was mainly the result of an overall decrease in the balance of Non-Control/Non-Affiliate investments held during the six months ended September 30, 2008 as compared to the prior year period. Drops in LIBOR, due to the instability and tightening of the credit markets, during the current six months accentuated this decrease.

        Interest income from Control investments was $5,304 for the six months ended September 30, 2008, as compared to $5,177 for the comparable prior year period. The addition of two Control investments over the prior year period drove this increase and helped to offset the impact of lower interest rates and the reclassification of Quench as an Affiliate investment.

        Interest income from Affiliate investments was $2,460 for the six months ended September 30, 2008, as compared to $801 for the comparable prior year period. This increase is attributable to interest earned on three additional Affiliate investments held during the six months ended September 30, 2008 that were not held during the prior year period, as well as the reclassification of Quench as an Affiliate investment.

        The interest-bearing investment portfolio had an average cost basis of approximately $300.0 million for the six months ended September 30, 2008, as compared to an average cost basis of $279.1 million

45



for the six months ended September 30, 2007. The following table lists the interest income from investments for the five largest portfolio companies during the respective periods:


Six months ended September 30, 2008

Company
  Interest
Income
  %  

Chase II Holdings Corp. 

  $ 1,429     11.7 %

A. Stucki Holding Corp. 

    1,346     11.0 %

Acme Cryogenics, Inc. 

    848     6.9 %

Cavert II Holding Corp. 

    826     6.8 %

Danco Acquisition Corp. 

    809     6.6 %
           

Subtotal

  $ 5,258     43.0 %

Other companies

    6,964     57.0 %
           

Total portfolio interest income

  $ 12,222     100.0 %
           


Six months ended September 30, 2007

Company
  Interest
Income
  %  

A. Stucki Holding Corp. 

  $ 1,782     13.4 %

Chase II Holdings Corp. 

    1,547     11.6 %

Acme Cryogenics, Inc. 

    848     6.4 %

Noble Logistics, Inc. 

    802     6.0 %

Quench Holdings Corp. 

    745     5.6 %
           

Subtotal

  $ 5,724     43.0 %

Other companies

    7,583     57.0 %
           

Total portfolio interest income

  $ 13,307     100.0 %
           

        The annualized weighted average yield on our portfolio of investments, excluding cash and cash equivalents, was 7.81% for the six months ended September 30, 2008 and 9.12% for the six months ended September 30, 2007. This decrease is largely the result of declining interest rates. This has been offset, to some extent, by the increase in the size of our portfolio of investments in non-syndicated loans that typically bear higher interest rates than those of syndicated loans.

        Interest income from cash and equivalents was $46 for the six months ended September 30, 2008, as compared to $114 for the comparable prior year period. This decrease is a result of lower interest rates offered by banks, as this income is derived mainly from interest earned on overnight sweeps of cash held at financial institutions, in addition to our use of the proceeds from repayments on outstanding loans during the quarter to pay down our line of credit.

        Other income was $586 for the six months ended September 30, 2008, as compared to $35 for the comparable prior year period. Other income is normally comprised of loan amendment fees that are received from portfolio companies and are amortized over the remaining life of the respective loans. However, in the current period, we recognized as ordinary income $567 of dividends received on the restructuring of one of our Control investments (Quench). An additional $50 of dividends that were received was recorded as a reduction of our basis in the investment. The residual balance in other income is comprised of loan amendment fees that are amortized over the remaining lives of the respective loans and other miscellaneous income amounts.

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Operating Expenses

        Operating expenses, excluding any voluntary and irrevocable credits to the base management fee, were $7,290 for the six months ended September 30, 2008, compared to $8,460 for the comparable prior year period.

        Loan servicing fees of $2,511 were incurred for the six months ended September 30, 2008, as compared to $2,454 for the comparable prior year period. These fees were incurred in connection with a loan servicing agreement between Business Investment and our Adviser in connection with our credit facility established in October 2006, which is based on the size of the aggregate outstanding loan portfolio. These fees reduced the amount of the management fee due to our Adviser as noted above. Loan servicing fees for the six months ending September 30, 2008 remained steady when compared to the prior year period in conjunction with comparable loan portfolio balances for the two periods.

        Base management fees were $861 for the six months ended September 30, 2008, as compared to $812 for the comparable prior year period. The base management fee is computed quarterly as described under "Investment Advisory and Management Agreement" in Note 4 of the accompanying condensed consolidated financial statements, and is summarized in the table below:

 
  Six months ended  
 
  September 30,
2008
  September 30,
2007
 

Base management fee

  $ 861   $ 812  

Credits to base management fee from Adviser:

             

Credit for investment advisory fees received by Adviser

    (463 )   (735 )

Fee reduction for the waiver of 2% fee on senior syndicated loans to 0.5%(1)

    (807 )   (152 )
           
 

Credit to base management fee from Adviser

    (1,270 )   (887 )
           

Net base management fee

  $ (409 ) $ (75 )
           

(1)
The board of our Adviser voluntarily waived, for the six months ended September 30, 2008 and 2007, the annual 2.0% base management fee to 0.5% for senior syndicated loan participations.

        The administration fee payable to our Administrator was $447 for the six months ended September 30, 2008, as compared to $436 for the comparable prior year period. This fee consists of our allocable portion of our Administrator's rent and other overhead expenses, and our allocable portion of the salaries and benefits of our chief financial officer, chief compliance officer, treasurer, controller and their respective staffs. Our allocable portion of expenses is derived by multiplying the percentage of our average assets (the assets at the beginning and ending of each quarter) in comparison to the average assets of all companies managed by our Adviser that are under similar administration agreements with our Administrator. The increase was mainly attributable to the personnel growth of our Administrator when compared to the prior year period; however, this was somewhat offset by a decrease in our total assets in relation to the other funds serviced by our Administrator.

        Interest expense for the six months ended September 30, 2008 was $2,186, as compared to $3,438 for the comparable prior year period. Interest expense results from borrowings on our credit facility, which were used to finance our investment purchases during the period. Interest expense decreased for the current six months due to less borrowings on our credit facility throughout the six months ended September 30, 2008 when compared to the prior year period, as the majority of the proceeds from repayments on outstanding loans and our rights offering were used to pay down the outstanding balance.

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        Amortization of deferred finance costs was $278 for the six months ended September 30, 2008, as compared to $426 for the comparable prior year period. These costs are directly attributable to the amortization of the capitalized finance costs associated with our credit facility that was established in October 2006.

        Professional fees were $314 for the six months ended September 30, 2008, as compared to $266 for the comparable prior year period. Professional fees primarily consist of legal, fees and audit and accounting fees. The increase is mainly due to an increase in direct consulting and legal fees incurred on potential investments, as well as a slight increase in audit fees for the same comparable periods.

        Stockholder related costs were $301 for the six months ended September 30, 2008, as compared to $195 for the comparable prior year period. Stockholder related costs consist of the amortization of annual Nasdaq listing fees, transfer agent fees, annual report printing fees, SEC filing fees and press release costs. The increase is primarily attributed to additional expenses incurred related to the solicitation of stockholder proxy votes for our annual meeting of stockholders in August 2008.

        Insurance expense was $108 for the six months ended September 30, 2008, as compared to $136 for the comparable prior year period. Insurance expense consists of the amortization of the directors and officers insurance policy and professional liability policy premiums, and the decrease is directly attributable to a reduction in these premiums for the current policy period.

        Directors' fees were $95 for the six months ended September 30, 2008, as compared to $122 for the comparable prior year period. Directors' fees consist of the amortization of the directors' annual stipend and individual meeting fees. The decrease is due to fewer committee meetings held in the current year period.

        Taxes and licenses expense was $67 for the six months ended September 30, 2008, as compared to $83 for the comparable prior year period. These expenses consist primarily of franchise taxes due to the state of Delaware and other fees surrounding state and regulatory licensing, registration and other corporate filing fees.

        General and administrative expenses were $122 for the six months ended September 30, 2008, as compared to $92 for the comparable prior year period. General and administrative expenses consist primarily of direct expenses such as travel related specifically to our portfolio companies, loan evaluation services for our portfolio companies and backup servicer expenses. The overall increase is mainly due to capitalized costs incurred in relation to potential investments that were not executed and were thus expensed in the current period.

Realized and Unrealized Loss on Investments

        For the six months ended September 30, 2008, we recognized a net loss on the sale of nine syndicated loan participations and the write off of another senior syndicate loan for an aggregate net loss on sale of non-control/non-affiliate investments of $4.2 million, and we recorded net unrealized depreciation of investments in the aggregate amount of $6.1 million. For the six months ended September 30, 2007, we recognized a net loss of $52 resulting from additional legal expenses incurred in connection with the sale of one of our senior syndicated loans during the first quarter of fiscal year 2008. We recorded net unrealized depreciation of investments in the aggregate of $1.9 million for the six months ended September 30, 2007. The unrealized depreciation during the six months ended September 30, 2008, included declines in the market value of certain loan portions of our investments, including Acme Cryogenics, B-Dry, Noble Logistics, Quench, Generac, Open Solutions, and Rally Parts. Additionally, the impact of the adoption of SFAS 157 during the six months ended September 30, 2008 included a modification of our valuation procedures so that the debt portion of bundled investments in non-controlled companies is valued by SPSE, which change had a positive impact on net unrealized appreciation in the amount of $11.0 million. Previously, we valued the debt portion of bundled debt

48



and equity investments in non-controlled companies in accordance with board approved valuation policies, which valued the debt securities at the contractual principal balance.

Derivatives

        For the six months ended September 30, 2008 and 2007, the fair market value of our interest rate cap agreements purchased in October 2007 and February 2008 remained flat.

Net (Decrease) Increase in Net Assets from Operations

        Overall, we realized a net decrease in net assets resulting from operations of $3,527 for the six months ended September 30, 2008 as a result of the factors discussed above. Our net (decrease) increase in net assets from operations per basic and diluted weighted average common share for the six months ended September 30, 2008 and 2007 was ($0.17) and $0.24, respectively. For the six months ended September 30, 2007, we realized a net increase in net assets resulting from operations of $3,903.

        We will continue to incur base management fees which are likely to increase as our investment portfolio grows, and we may begin to incur incentive fees. Our administrative expenses payable to our Administrator are also likely to grow during future periods as our average assets increase and as the expenses incurred by our Administrator to support our operations grow.

Comparison of the fiscal years ended March 31, 2008 and March 31, 2007

Investment Income

        Total investment income for the year ended March 31, 2008 increased $10,631,844 to $27,893,480 compared to investment income for the year ended March 31, 2007 of $17,261,636. The annualized weighted average yield on our portfolio of investments, excluding cash and cash equivalents, was 8.91% for the year ended March 31, 2008 compared to 8.72% for the year ended March 31, 2007. The increase in the weighted average yield percentage is due in part to the increase in the overall size of the investment portfolio compared to the prior year offset by interest rate volatility in the lending marketplace.

        Interest income from Non-Control/Non-Affiliate investments increased $5,002,239 to $14,574,832 for the year ended March 31, 2008 compared to $9,572,593 for the year ended March 31, 2007. This increase was the result of approximately $27.8 million of additional Non-Control/Non-Affiliate investments made during the year ended March 31, 2008 compared to the prior year period.

        Interest income from Control investments increased $5,282,424 to $10,768,484 for the year ended March 31, 2007 compared to $5,486,060 for the year ended March 31, 2007. This increase is mainly attributable to the purchase of one additional Control investment.

        Interest income from Affiliate investments increased $1,750,207 to $2,285,836 compared to $535,629 for year ended March 31, 2007. The increase was a result of approximately $26.3 million of two new Affiliate investments made during the year ended March 31, 2008 compared to the prior year period.

        Interest income from cash and equivalents decreased $1,444,915 to $216,732 for the year ended March 31, 2008 compared to $1,661,647 for the year ended March 31, 2007. This decrease is the result of having less cash on hand in our interest bearing accounts as we have fully invested the proceeds from our initial public offering and have used the majority of the proceeds from sales and repayments on outstanding loans to pay down our line of credit.

        Other income increased $41,889 to $47,596 for the year ended March 31, 2008 compared to $5,707 in the year ended March 31, 2007. Other income is comprised of loan amendment fees that are amortized over the remaining lives of the respective loans and other miscellaneous income amounts.

49


Operating Expenses

        Total operating expenses for year ended March 31, 2008 increased $10,659,314 to $17,650,801 compared to $6,991,487 for the year ended March 31, 2007.

        For the year ended March 31, 2008, we incurred base management fees of $1,802,602, after reductions for loan servicing fees of $5,013,503, for a gross base management fee (including loan servicing fees) of $6,816,105. For the year ended March 31, 2007, we incurred base management fees of $2,413,116, after reductions for loan servicing fees of $1,568,854, for a gross base management fee (including loan servicing fees) of $3,981,970. The increase in our gross base management fee of $2,834,135 results from the growth of our portfolio from the respective prior year periods. The base management fee is computed quarterly as described under "Investment Advisory and Management Agreement."

        We also received aggregate credits against our base management fee of $2,808,873 which were comprised of $1,764,050 resulting from reduced fees on syndicated loan participations and $1,044,823 resulting from investment banking fees paid to our Adviser during the year ended March 31, 2008. We received aggregate credits of $877,583 against our base management fee for the year ended March 31, 2007 resulting from investment banking fees paid to our Adviser during the quarter.

        Loan servicing fees of $5,013,503 were incurred for the year ended March 31, 2008 compared to $1,568,854 for the year ended March 31, 2007. These fees were incurred in connection with a loan servicing agreement between Business Investment and our Adviser in connection with our credit facility, which is based on the size of the aggregate outstanding loan portfolio. These fees reduced the amount of the management fee due to our Adviser as noted above. The increase in loan servicing fees of $3,444,649 compared to the prior year period is the result of an increase in the portfolio of loans being serviced by our Adviser as compared to the year ended March 31, 2007.

        Administration fees payable to our Administrator were $855,086 for the year ended March 31, 2008 compared to $526,595 for the year ended March 31, 2007. This fee consists of our allocable portion of our Administrator's rent and other overhead expenses, and our allocable portion of the salaries and benefits of our chief financial officer, chief compliance officer, treasurer, and their respective staffs. Our allocable portion of expenses is derived by multiplying the percentage of our average assets (the assets at the beginning and ending of each quarter) in comparison to the average assets of all companies managed by our Adviser that are under similar administration agreements with our Administrator. The increase $328,491 was mainly attributable to the personnel growth of our Administrator as well as an increase in the general overhead expenses incurred by our Administrator on our behalf.

        Interest expense increased $7,125,724 to $7,733,385 for the year ended March 31, 2008 compared to $607,661 for the year ended March 31, 2007. The increase was directly attributable to the increase of borrowings under our credit facility during fiscal year 2008 from our investment activity whereas during fiscal year 2007 we only had a minimal draw on the credit facility which was outstanding during six months of the fiscal year.

        Deferred finance cost amortization increased $500,416 to $734,195 for the year ended March 31, 2008 compared to $233,779 for the year ended March 31, 2007. The increase is attributable to the amortization of a full year of deferred finance costs compared to the prior year and additional deferred finance cost amortization associated with the renewal of our credit facility in October 2007.

        Professional fees decreased $169,680 to $416,348 for the year ended March 31, 2008 as compared to $586,028 for the year ended March 31, 2007. Professional fees primarily consist of legal fees and audit and accounting fees. The decrease is mainly related to the timing of our general audit accruals and the initial capitalization and amortization of expenses related to our shelf registration statement on Form N-2.

50


        Stockholder related costs were flat and decreased $5,870 to $267,613 for the year ended March 31, 2008 compared to $273,483 for the year ended March 31, 2007. Stockholder related costs consist of the amortization of annual Nasdaq listing fees, transfer agent fees, annual report printing fees, Securities and Exchange Commission ("SEC") filing fees and press release costs.

        Insurance expense decreased $31,128 to $231,211 for the year ended March 31, 2008 compared to $262,339 for the year ended March 31, 2007. Insurance expense consists of the amortization of the directors and officers insurance policy and professional liability policy premiums. The decrease is due to a reduction in the premiums for directors and officers insurance for the current policy period.

        Directors' fees increased $23,589 to $231,689 for the year ended March 31, 2008 compared to $208,100 for the year ended March 31, 2007. Directors' fees consist of the amortization of the directors' annual stipend and individual meeting fees.

        Taxes and licenses expenses were flat for the year ended March 31, 2008 at $168,833 compared to $168,873 for the year ended March 31, 2007. Taxes and licenses expenses are primarily comprised of franchise tax due to the state of Delaware, which is an annual minimum expense of $165,000, with the remainder consisting of other state and regulatory licensing, registration and other corporate filing taxes or fees.

        General and administrative expenses increased $53,677 to $196,336 for the year ended March 31, 2008 compared to $142,659 for the year ended March 31, 2007. Other expenses consist primarily of direct expenses such as travel related specifically to our portfolio companies, loan evaluation services for our portfolio companies and backup servicer expenses. The increase is primarily due to the increase in direct expenses as the overall size of our investment portfolio continued to grow from the prior year.

Realized and Unrealized Loss on Investments

        At March 31, 2008, we recognized a net loss on the sale of seventeen loan participations in the aggregate amount of $2,411,654 and we recorded net unrealized depreciation of investments in the aggregate amount of $11,528,174. At March 31, 2007, we recognized a net loss on the sale of nine loan participations in the aggregate amount of $93,850 and we recorded net unrealized depreciation of investments in the aggregate amount of $3,785,478. The increase in realized losses is attributable to liquidity needs to invest in potentially higher yielding investments, which caused us to sell certain loan participations.

        At March 31, 2008, the fair value of our investment portfolio was less than the cost basis of our portfolio by $15,200,683, representing an unrealized loss of approximately $11,528,174 for the fiscal year. At March 31, 2007, the fair value of our investment portfolio was less than the cost basis of our portfolio by $3,672,510, representing an unrealized loss of $3,785,478 for the fiscal year. The decline in the fair value of our investment portfolio during the fiscal years ended March 31, 2008 and 2007 was primarily due to the decline in the market value over the aggregate investment portfolio versus the cost basis.

        Our investment portfolio was valued at a depreciated value of 96% of the cost of the investments. We believe that the depreciation is due primarily to the general instability of the loan markets. The unrealized depreciation of our investments does not have an impact on our current ability to pay distributions to stockholders.

Net Unrealized Depreciation on Derivative

        At March 31, 2008, we recorded net unrealized depreciation of $52,883 due to a decrease in the fair market value of our interest rate cap agreement purchased in October 2007.

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Net Decrease in Net Assets from Operations

        At March 31, 2008, we realized a net decrease in net assets resulting from operations of $941,161 as a result of the factors discussed above. Our net (decrease) increase in net assets from operations per basic and diluted weighted average common share for the years ended March 31, 2008 and 2007 were ($0.06) and $0.44, respectively. We will continue to incur base management fees which are likely to increase as our investment portfolio grows, and we may begin to incur incentive fees. Our administrative expenses payable to our Administrator are also likely to grow during future periods as our average assets increase in comparison to our average assets at March 31, 2008 and as the expenses incurred by our Administrator to support our operations increase.

For the fiscal year ended March 31, 2007 compared to the period June 22, 2005 (commencement of operations) to March 31, 2006.

Investment Income

        Investment income for the year ended March 31, 2007 was $17,261,636, compared to investment income for the period June 22, 2005 (commencement of operations) to March 31, 2006 of $7,370,856.

        Interest income from Non-Control/Non-Affiliate investments increased $7,121,687 to $9,572,593 for the year ended March 31, 2007, compared to $2,450,906 for the period June 22, 2005 (commencement of operations) to March 31, 2006. This increase was mainly the result of additional Non-Control/Non-Affiliate investments made during the year ended March 31, 2007 compared to the prior year period, coupled with the incremental investment activity over the shortened prior year period.

        Interest income from Control investments was $5,486,060 for the year ended March 31, 2007, compared to $255,059 for the period June 22, 2005 (commencement of operations) to March 31, 2006. This increase is mainly attributable to the purchase of two additional Control investments, as well as holding the three Control investments purchased in the prior year for a full fiscal year.

        Interest income from Affiliate investments was $535,629 for year ended March 31, 2007 representing interest on our loan investments to our Non-Control affiliates. At March 31, 2006, we had not yet invested in any Affiliate investments.

        Interest income from cash and equivalents decreased $2,773,059 to $1,661,647 for year ended March 31, 2007 from $4,434,706 for the period June 22, 2005 (commencement of operations) to March 31, 2006. This decrease is the result of the complete investment of the proceeds of our initial public offering in Control, Affiliate and Non-Control/Non-Affiliate investments.

        The annualized weighted average yield on our portfolio of investments, excluding cash and cash equivalents, was 8.72% for the year ended March 31, 2007, compared to 7.02% for the period June 22, 2005 (commencement of operations) to March 31, 2006.

        For the period June 22, 2005 (commencement of operations) to March 31, 2006 we recognized fee income of $230,000 representing financing fees from the acquisition of one Control Investment. No fee income was recorded during fiscal 2007.

        Other income increased $5,522 to $5,707 for the year ended March 31, 2007 from $185 in the prior year period. Other income is comprised of loan amendment fees that are amortized over the remaining lives of the respective loans.

Operating Expenses

        Operating expenses for year ended March 31, 2007 were $6,991,487 compared to $2,041,547 for the period June 22, 2005 (commencement of operations) March 31, 2006, representing an overall increase of $4,949,940.

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        For the year ended March 31, 2007, we incurred gross base management fees of $3,981,970, less credits for fees received by our Adviser of $1,568,854, for a net management fee of $2,413,116 as compared to the period June 22, 2005 (commencement of operations) to March 31, 2006, in which we incurred gross base management fees of $915,360. The base management fee is currently computed quarterly as described under "Investment Advisory and Management Agreement." The fees increased in the current period due to the growth of the investment portfolio as compared to the same period of the prior year, however, the increase was partially offset by increased credits against the management fee in the current fiscal year of $877,583 compared to $554,589 in the prior fiscal year.

        Loan servicing fees of $1,568,854 were incurred for the year ended March 31, 2007. These fees were incurred in connection with a loan servicing agreement between Business Investment and our Adviser, which is based on the size of the aggregate outstanding loan portfolio. These fees reduced the amount of the base management fee due to our Adviser. There were no loan servicing fees in the prior period as we did not enter into our credit facility until October 2006.

        The administration fee incurred to our Administrator was $526,595 for the year ended March 31, 2007 compared to $288,471 for the period June 22, 2005 (commencement of operations) to March 31, 2006. This fee consists of our allocable portion of our Administrator's rent and other overhead expenses, and our allocable portion of the salaries and benefits of our chief financial officer, chief compliance officer, treasurer, controller and their respective staffs. The increase was mainly attributable to the personnel growth of our Administrator and fewer periods included in the prior year period.

        Interest expense for the year ended March 31, 2007 was $607,661 and resulted from borrowings on our credit facility in the third and fourth quarters of fiscal 2007, which were used to finance our investment purchases during those quarters. Interest expense for the period June 22, 2005 (commencement of operations) to March 31, 2006 was $378 and consisted of interest due on a loan payable to an affiliate, which was repaid in June 2005.

        Deferred finance cost amortization for the year ended March 31, 2007 was $233,779 and is directly attributable to the amortization of the capitalized finance costs associated with our credit facility.

        Professional fees for the year ended March 31, 2007 were $586,028, an increase of $422,659 over the professional fees for the period June 22, 2005 (commencement of operations) to March 31, 2006 of $163,369. Professional fees primarily consist of legal fees and audit and accounting fees. The increase is mainly due to the shortened prior year period, an increase in audit fees related to our compliance with Sarbanes-Oxley regulations and direct consulting and legal fees incurred on potential investments that were not executed.

        Stockholder related costs increased $183,920 for the year ended March 31, 2007 to $273,483 from $89,563 in the period June 22, 2005 (commencement of operations) to March 31, 2006. Stockholder related costs consist of the amortization of annual Nasdaq listing fees, transfer agent fees, annual report printing fees, Securities and Exchange Commission ("SEC") filing fees and press release costs. The increase in stockholder related costs is mainly due to the shortened prior year period and fees incurred in connection with our inaugural annual meeting of stockholders on August 10, 2006.

        Insurance expense for the year ended March 31, 2007 was $262,339, compared to $184,642 for the period June 22, 2005 (commencement of operations) to March 31, 2006. Insurance expense consists of the amortization of the directors and officers insurance policy and professional liability policy. The increase of $77,697 is mainly due to our policies not beginning until August 2005, thereby resulting in the amortization of only eight months of insurance premiums in the prior year period.

        Directors' fees for the year ended March 31, 2007 and the period June 22, 2005 (commencement of operations) to March 31, 2006 were $208,100 and $160,000, respectively. Directors' fees consist of the amortization of the directors' annual stipend and individual meeting fees. The directors' fees for

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the prior year period were not declared until July 2005 and, therefore, only nine months of expense was recognized in the prior year.

        Taxes and licenses expense for the year ended March 31, 2007 was $168,873 and was primarily comprised of franchise taxes due to the state of Delaware and other fees surrounding state and regulatory licensing, registration and other corporate filing fees. For the period June 22, 2005 (commencement of operations) to March 31, 2006, taxes and licenses expense was $195,270 and consisted of approximately $185,000 related to franchise taxes to the state of Delaware for calendar year 2005 and the first quarter of calendar year 2006. The maximum franchise tax to be paid to the state of Delaware for a calendar year is $165,000; however the prior fiscal year expense includes franchise tax from our date of incorporation in February 2005 through December 31, 2005, in addition to an accrual of $41,250 for January through March of the 2006 calendar year.

        Other expenses for the year ended March 31, 2007 were $142,659, compared to $37,492 for the period June 22, 2005 (commencement of operations) to March 31, 2006. Other expenses consist primarily of direct expenses such as travel related specifically to our portfolio companies, loan evaluation services for our portfolio companies and backup servicer expenses. The overall increase of $105,167 is mainly due to the increase in direct expenses as the overall size of our investment portfolio grew from the prior year period and fewer direct expenses from the shorter prior year period.

Realized and Unrealized Loss on Investments

        For the year ended March 31, 2007, we recognized a net loss on the sale of nine loan participations in the aggregate amount of $93,850 and we recorded net unrealized depreciation of investments in the aggregate amount of $3,785,478.

        At March 31, 2006, the fair value of our investment portfolio exceeded the cost basis of our portfolio by approximately $113,000. At March 31, 2007, the fair value of our investment portfolio was less than the cost basis of our portfolio by approximately $3.7 million, representing an unrealized loss of approximately $3.8 million for the fiscal year. This decrease is primarily the result of the decline in market value of the equity securities from one of our Control investments.

Net Increase in Net Assets from Operations

        Overall, we realized a net increase in net assets resulting from operations of $7,268,404 for the year ended March 31, 2007 as a result of the factors discussed above. Our net increase in net assets from operations per basic and diluted weighted average common share for the year ended March 31, 2007 was $0.44 and our net increase in net assets from operations per basic and diluted weighted average common share for the period June 22, 2005 (commencement of operations) to March 31, 2006 was $0.37.

        We will continue to incur base management fees which are likely to increase as our investment portfolio grows, and we may begin to incur incentive fees. Our administrative expenses payable to our Administrator are also likely to grow during future periods as our average assets increase in comparison to our average assets at March 31, 2007 and as the expenses incurred by our Administrator to support our operations increase.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

        Net cash provided by operating activities for the six months ended September 30, 2008 was approximately $7.9 million and consisted primarily of principal loan repayments, net unrealized depreciation of our investments, and the sale of existing portfolio investments, offset by the purchase of one new control investment and one new affiliate investment. Net cash used in operating activities for

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the six months ended September 30, 2007 was approximately $53.1 million and consisted primarily of the purchase of new investments, offset by quarterly income, principal loan repayments and a decrease in the amount due from our custodian.

        A summary of our investment activity for the six months ended September 30, 2008 and September 30, 2007 is as follows:

Quarter Ended
  New
Investments
  Principal
Repayments
  Investments
Sold
  Realized
Losses
 

June 30, 2008

  $ 8,980,000   $ 3,493,000   $ 13,246,000   $ (1,717,000 )

September 30, 2008

    27,632,000     18,791,000     50,000     (2,498,000 )
                   
 

Total

  $ 36,612,000   $ 22,284,000   $ 13,296,000   $ (4,215,000 )
                   

 

Quarter Ended
  New
Investments
  Principal
Repayments
  Investments
Sold
  Realized
Losses
 

June 30, 2007

  $ 72,601,000   $ 21,358,000   $ 5,809,000   $ (49,000 )

September 30, 2007

    41,183,000     16,948,000         (3,000 )
                   
 

Total

  $ 113,784,000   $ 38,306,000   $ 5,809,000   $ (52,000 )
                   

        At March 31, 2008, we held investments in Non-Control/Non-Affiliates of approximately $142.7 million and we held investments in Control and Affiliate investments of approximately $192.9 million at fair value. At March 31, 2007, we held investments in Non-Control/Non-Affiliates of approximately $138.1 million and we held investments in Control and Affiliate investments of approximately $132.8 million at fair value.

        During the years ended March 31, 2008 and 2007 and period from June 25, 2005 (Commencement of Operations) to March 31, 2006, the following investment activity occurred during each quarter of the respective fiscal year:

Quarter Ended
  New
Investments
  Principal
Repayments
  Investments
Sold
  Net
Gain/(Loss)
on Disposal
 

June 30, 2007

  $ 72,601,227   $ 21,358,187   $ 5,809,471   $ (48,247 )

September 30, 2007

    41,182,856     16,947,989         (3,431 )

December 31, 2007

    43,550,667     21,417,073     9,887,170     (146,034 )

March 31, 2008

    17,920,620     4,517,166     16,500,546     (2,213,942 )
                   

Total fiscal year 2008

  $ 175,255,370   $ 64,240,415   $ 32,197,187   $ (2,411,654 )
                   

June 30, 2006

  $ 33,665,549   $ 874,222   $ 15,551,727   $ 3,273  

September 30, 2006

    15,812,230     5,964,245     997,502     (1,934 )

December 31, 2006

    69,372,847     3,610,221     3,040,716     (2,283 )

March 31, 2007

    64,102,446     19,973,880     11,154,269     (92,906 )
                   

Total fiscal year 2007

  $ 182,953,072   $ 30,422,568   $ 30,744,214   $ (93,850 )
                   

June 30, 2005

  $   $   $   $  

September 30, 2005

    40,844,381     333,363          

December 31, 2005

    23,376,958     1,043,120     2,038,056     38,056  

March 31, 2006

    96,425,131     425,054     3,541,875     19,375  
                   

Total fiscal year 2006

  $ 160,646,470   $ 1,801,537   $ 5,579,931   $ 57,431  
                   

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

 
  Amount  

For the remaining six months ending March 31:

       
 

2009

  $ 8,872,000  

For the fiscal year ending March 31:

       
 

2010

    13,621,000  
 

2011

    39,354,000  
 

2012

    58,800,000  
 

2013

    52,854,000  
 

Thereafter

    132,447,000  
       
   

Total contractual repayments

  $ 305,948,000  
 

Investments in equity securities

    41,597,000  
 

Unamortized premiums on debt securities

    58,000  
       
   

Total

  $ 347,603,000  
       

        Net cash used in operating activities for the year ended March 31, 2008 was approximately $57.4 million and consisted primarily of the purchase of new investments, net investment income generated from our portfolio, an increase in our investment interest receivable and amounts due from custodian and a decrease in our base management fee payable to our Adviser, offset by sales and repayments of existing portfolio investments, increases in loan servicing and administration fees payable, net amortization of loan premiums and unrealized depreciation of our portfolio investments.

        Net cash used in operating activities for the year ended March 31, 2007 was approximately $122.7 million and consisted of the funding of our portfolio investments and their respective principal repayments, net investment income generated from our portfolio and short-term investments, an increase in accounts payable, base management fee and administrative fees payable and accrued expenses offset by an increase in interest receivable and prepaid assets.

        Net cash used in operating activities for the period June 22, 2005 (commencement of operations) to March 31, 2006 was approximately $148.1 million and consisted of the funding of our portfolio investments and their respective principal repayments, net investment income generated from our portfolio and short-term investments, an increase in accounts payable, base management fee and administrative fees payable and accrued expenses offset by an increase in interest receivable and prepaid assets.

Financing Activities

        During the six months ended September 30, 2008, net cash provided by financing activities was approximately $16.6 million, which primarily consisted of the Rights Offering (defined below) for net proceeds of $40.6 million, partially offset by net repayments under our credit facility of $13.9 million and dividends paid of $10.2 million. During the six months ended September 30, 2007, we recorded net borrowings under our credit facility of $46.1 million which were used to purchase new investments.

        During the year ended March 31, 2008, we recorded net borrowings under our credit facility of $44.8 million, which were used to purchase new investments. As a result of our credit facility, we have incurred approximately $1.3 million of banking fees and other associated expenses that will be amortized over the remaining life of the facility.

        For the year ended March 31, 2008, our dividends paid of $15,400,891 exceeded our net investment income (including net realized losses) by $4,760,995. Further, we estimate that $13,051,923, or $0.79 per share, of our dividends declared and paid to stockholders during the period were paid

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from ordinary income and $2,348,968, or $0.15 per share, of these dividends represented a return of capital to stockholders. We declared these dividends based on our estimates of net investment income for the fiscal year. Our investment pace continues to be slower than expected in our third year of operations and, consequently, our net investment income was lower than our original estimates.

        During the year ended March 31, 2007, we recorded net borrowings under our credit facility of $100.0 million, which were used to purchase new investments. As a result of our credit facility, we incurred approximately $862,000 of legal, accounting and other associated expenses that will be amortized over the remaining life of the facility.

        For the year ended March 31, 2007, our dividends paid of $14,158,885 exceeded our net investment income (including realized losses) by $3,105,003. We declared these dividends based on our estimates of net investment income for the fiscal year. Our investment pace was slower than expected in our second year of operations and, consequently, our net investment income was lower than our original estimates. A portion of the dividends declared during fiscal 2007 was treated as a return of capital to our stockholders.

        For the period June 22, 2005 (commencement of operations) to March 31, 2006, cash provided by financing activities consisted of the net proceeds from the initial public offering of $230,292,203 (which includes $30.1 million of proceeds received in July 2005 in connection with the closing of the underwriters' over-allotment option and other related offering costs and does not include approximately $48,000 of offering costs incurred prior to fiscal 2006), partially offset by the payment of dividends of $6,458,439 and the repayment of the loan payable to affiliate of $50,000. Our dividends paid of $6,458,439 for the 2006 fiscal year exceeded net investment income (including realized gains) by $517,110. We declared these dividends based on estimates of net investment income for the 2006 fiscal year. Our investment pace was slower than expected in our first year of operations and consequently, net investment income was lower than originally anticipated. A portion of the dividends declared during fiscal 2006 were treated as a return of capital to our stockholders.

Issuance of Equity

        We have filed a registration statement with the SEC, of which this prospectus is a part, and which we refer to as the Registration Statement, that permits us to issue, through one or more transactions, up to an aggregate of $300 million in securities, consisting of common stock, preferred stock, subscription rights and/or debt securities, of which, to date, we have issued $41.3 million in common stock, which leaves a remaining capacity of $258.7 million. To date, we have incurred approximately $695,000 of costs in connection with the Registration Statement.

        We anticipate issuing equity securities to obtain additional capital in the future. However, we cannot determine the terms of any future equity issuances or whether we will be able to issue equity on terms favorable to us, or at all. Additionally, when our common stock is trading below net asset value, we will have regulatory constraints under the 1940 Act on our ability to obtain additional capital in this manner. At September 30, 2008, our stock was trading at $6.88, representing a 35% discount to our net asset value of $10.57 per share. Generally, the 1940 Act provides that we may not issue stock for a price below net asset value per share, without first obtaining the approval of our stockholders and our independent directors or through a rights offering.

        We raised additional capital within these regulatory constraints in April 2008 through an offering of transferable subscription rights to purchase additional shares of common stock, which we refer to as the Rights Offering. Pursuant to the Rights Offering, we sold 5,520,033 shares of our common stock at a subscription price of $7.48, which represented a purchase price equal to 93% of the weighted average closing price of our stock in the last five trading days of the subscription period. Net proceeds of the offering, after offering expenses borne by us, were approximately $40.7 million and were used to repay outstanding borrowings under our line of credit. Should our common stock continue to trade below its

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net asset value per share, we may seek to conduct similar offerings in the future in order to raise additional capital, although there can be no assurance that we will be successful in our efforts to raise capital.

Future Capital Resources

        During our annual stockholders meeting on August 7, 2008, our stockholders approved a proposal that allows us to issue long-term rights, including warrants to purchase shares of our common stock at an exercise price per share that will not be less than the greater of the market value or net asset value of our common stock at a time such rights may be issued.

        During our annual stockholders meeting on August 7, 2008, our stockholders also approved a proposal that now allows us to sell shares of our common stock at a price below our then current net asset value per share should we choose to do so. This proposal is in effect until our next annual stockholders meeting.

Revolving Credit Facility

        Through our wholly-owned subsidiary, Business Investment, we initially obtained a $100 million revolving credit facility, which we refer to as the Credit Facility. On October 19, 2006, we executed a purchase and sale agreement pursuant to which we agreed to sell certain loans to Business Investment in consideration for a membership interest therein. Simultaneously, Business Investment executed a credit agreement, which we refer to as the Credit Agreement with Deutsche Bank AG, New York Branch, as administrative agent, and others, pursuant to which Business Investment pledged the loans purchased from us to secure future advances by certain institutional lenders. Availability under the Credit Facility was subsequently amended and extended such that the borrowing capacity was raised to $200 million.

        On October 16, 2008, the Credit Facility was further amended and extended such that the borrowing capacity was reduced to $125 million and availability under the Credit Facility was extended to April 16, 2009. If the Credit Facility is not renewed or extended, all principal and interest will be immediately due and payable on April 16, 2009. There can be no guarantee that we will be able to renew, extend or replace the credit facility on terms that are favorable to us, or at all. Our ability to obtain replacement financing will be constrained by current economic conditions affecting the credit markets, which have significantly deteriorated over the last several months and may further decline. Consequently, any renewal, extension or refinancing of the credit facility will likely result in significantly higher interest rates and related charges and may impose significant restrictions on the use of borrowed funds with regard to our ability to fund investments. Any advances under the Credit Facility will generally bear interest at the commercial paper rate plus 3.5% per annum, with a commitment fee of 0.75% per annum on the undrawn amounts. There was no fee in connection with this renewal.

        As of January 6, 2009, there was an outstanding principal balance of $115.8 million under the Credit Facility at an interest rate of 3.0%, plus an additional fee related to borrowings of 2.9%, for an aggregate rate of approximately 5.9%. Available borrowings are subject to various constraints imposed under the Credit Agreement, based on the aggregate loan balance pledged by Business Investment, which varies as loans are added and repaid, regardless of whether such repayments are early prepayment or are made as contractually required. At January 5, 2009, the remaining borrowing capacity available under the Credit Facility was approximately $9.2 million.

        The Credit Facility contains covenants that require Business Investment to maintain its status as a separate entity; prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions); and restrict material changes to our credit and collection policies. The facility also restricts some of the terms and provisions (including interest rates, terms to maturity and payments schedules) and limits the borrower and industry concentrations of loans that are eligible to

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secure advances. As of January 5, 2009, Business Investment was in compliance with all of the facility covenants.

        The administrative agent also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into lockbox accounts controlled by Deutsche Bank. Once a month, Deutsche Bank remits the collected funds to the Company after payment of any interest and expenses provided for under the Credit Agreement.

        Our Adviser services the loans pledged under the Credit Facility. As a condition to this servicing arrangement, we executed a performance guaranty pursuant to which we guaranteed that our Adviser would comply fully with all of its obligations under the Credit Facility. The performance guaranty requires us to maintain a minimum net worth of $100 million and to maintain "asset coverage" with respect to "senior securities representing indebtedness" of at least 200%, in accordance with Section 18 of the 1940 Act. As of January 5, 2009, we were in compliance with our covenants under the performance guaranty. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. In particular, depreciation in the valuation of our assets, which valuation is subject to changing market conditions which are presently very volatile, affects our ability to comply with these covenants. During the six months ended September 30, 2008, net unrealized depreciation on our investments was approximately $6.1 million, compared to $1.9 million during the comparable period in the prior year. Given the further deterioration in the capital markets and pricing levels subsequent to this period, net unrealized depreciation in our portfolio may continue to increase in future periods and threaten our ability to comply with the covenants under our Credit Facility. Accordingly, there are no assurances that we will continue to comply with these covenants. Failure to comply with these covenants would result in a default which, if we were unable to obtain a waiver from the lenders, could accelerate our repayment obligations under the Credit Facility and thereby have a material adverse impact on our liquidity, financial condition, results of operations and ability to pay dividends.

Dividends

        In order to qualify as a RIC and to avoid corporate level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and realized net short-term capital gains to our stockholders on an annual basis. In accordance with these requirements, we declared and paid monthly cash dividends of $0.08 per common share for each month of April through December 2008. For the fiscal year ended March 31, 2008, we declared and paid monthly cash dividends of $0.075 per common share for each month of April through September 2007 and $0.08 per common share for each month of October 2007 through March 2008. For the fiscal year ended March 31, 2007, we declared and paid monthly cash dividends of $0.07 per common share for each month of April through December 2006 and $0.075 per common share for each month of January through March 2007. For the fiscal year ended March 31, 2006, we declared and paid monthly cash dividends of $0.02 per common share for July, August, and September 2005, $0.04 for October, November, and December 2005, and $0.07 for January, February and March 2006.

Contractual Obligations and Off-Balance Sheet Arrangements

        As of September 30, 2008, we were not a party to any signed term sheets.

        We did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K as of September 30, 2008.

Quantitative and Qualitative Disclosures About Market Risk

        We are subject to financial market risks, including changes in interest rates. General interest rate fluctuations may have a substantial negative impact on our investments and investment opportunities and,

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accordingly have a material adverse effect on our investment objectives and our rate of return on invested capital. Currently, approximately 50% of our investment portfolio, at cost, is comprised of loans at variable rates, approximately 30% of our investment portfolio, at cost, is in loans at variable rates with a floor and approximately 20% of our investment portfolio, at cost, is in loans at fixed rates. In addition, an increase in interest rates would make it more expensive to use debt for our financing needs, if any.

        We expect to continue to borrow funds to finance future lending activities as we have fully invested the proceeds of our initial public offering. These future borrowings may be at fixed or variable rates. For example, interest rates charged on the advances under our credit facility are based on the rate paid by the lenders on commercial paper notes issued by such lenders to fund some or all of the advances, LIBOR, the Prime Rate or the Federal Funds Rate, depending on market conditions, and adjust periodically. As of January 6, 2009, there was an outstanding principal balance of $115.8 million under the Credit Facility.

        In October 2007, we entered into an interest rate cap agreement, which we refer to as the 2007 Cap Agreement, in order to fulfill an obligation under our line of credit to enter into certain hedging transactions in connection with our borrowings under the line of credit. The 2007 Cap Agreement expired in October 2008. In February 2008, we entered into another interest cap agreement, which we refer to as the 2008 Cap Agreement, which we purchased with a notional amount of $40 million for a one-time up-front payment of $38,000. The 2008 Cap Agreement entitles us to receive payments, if any, equal to the amount by which interest payments on the current notional amount at one month LIBOR exceed the payments on the current notional amount at 9%. The cap expires in October 2009. This interest rate cap agreement effectively caps our interest payments on our line of credit borrowing, up to the notional amount of the interest rate cap, at 9%. This mitigates our exposure to increases in interest rates on our borrowings on our line of credit, which are at variable rates.

        To illustrate the potential impact of changes in interest rates on our net increase in net assets resulting from operations, we have performed the following analysis, which assumes that our balance sheet remains constant. Under this analysis, a hypothetical increase in the one month LIBOR by 1.0% would increase our net increase in net assets resulting from operations by approximately $0.39 million over the next twelve months, compared to the net increase in net assets resulting from operations for the twelve months ended September 30, 2008. A hypothetical decrease in the one month LIBOR by 1.0% would decrease our net increase in net assets resulting from operations by approximately $0.27 million over the next twelve months, compared to the net increase in net assets from operations for the twelve months ended September 30, 2008. Although management believes that this analysis is indicative of our existing interest rate sensitivity, it does not adjust for potential changes in credit quality, size and composition of our investment portfolio and other business developments that could affect net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

        We may also experience risk associated with investing in securities of companies with foreign operations. At September 30, 2008, we had approximately $4.0 million invested, at cost, in a syndicate loan participation of a portfolio company headquartered in Ontario, Canada. Although we currently do not anticipate investing in debt or equity of foreign companies, some potential portfolio companies may have operations located outside the United States. These risks include, but are not limited to, fluctuations in foreign currency exchange rates, imposition of foreign taxes, changes in exportation regulations and political and social instability.

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BUSINESS

Overview

        We were incorporated under the General Corporation Laws of the State of Delaware on February 18, 2005. On June 22, 2005, we completed an initial public offering and commenced operations. We were primarily established for the purpose of investing in subordinated loans, mezzanine debt, preferred stock and warrants to purchase common stock of small and medium-sized companies in connection with buyouts and other recapitalizations. We also invest in senior secured loans and common stock and senior and subordinated syndicated loans. Our investment objective is to generate both current income and capital gains through these debt and equity instruments. We operate as a closed-end, non-diversified management investment company and have elected to be treated as a business development company under the 1940 Act.

Our Investment Adviser and Administrator

        Our Adviser is led by a management team which has extensive experience in our lines of business. All of our executive officers other than our chief financial officer are officers or directors, or both, of our Adviser. Our Adviser also has a wholly-owned subsidiary, Gladstone Administration, LLC, our Administrator, which employs our chief financial officer, chief compliance officer, controller, treasurer and their respective staffs.

        Our Adviser and Administrator also provide investment advisory and administrative services, respectively, to our affiliates Gladstone Commercial Corporation, a publicly traded real estate investment trust; Gladstone Capital Corporation, a publicly traded business development company; and Gladstone Land Corporation, an agricultural real estate company owned by Mr. Gladstone. All of our directors and executive officers other than our chief financial officer serve as either directors or executive officers, or both, of Gladstone Commercial Corporation and Gladstone Capital Corporation. In the future, our Adviser may provide investment advisory and administrative services to other funds, both public and private, of which it is the sponsor.

        We have been externally managed by our Adviser pursuant to an investment advisory and management agreement since our inception. Our Adviser was organized as a corporation under the laws of the State of Delaware on July 2, 2002, and is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Our Adviser and our Administrator are headquartered in McLean, Virginia, a suburb of Washington D.C., and our Adviser has offices in New York, New Jersey, Pennsylvania, Illinois, Texas and Georgia.

Our Investment Strategy

        We seek to achieve returns from current income from senior, subordinated and mezzanine debt, and capital gains from preferred stock and warrants to purchase common stock that we acquire in connection with buyouts and recapitalizations of small and mid-sized companies with established management teams. Our investments generally range between $10 million and $40 million each, although this investment size may vary proportionately as the size of our capital base changes. We invest either by ourselves or jointly with other buyout funds and/or management of the portfolio company, depending on the opportunity. If we are participating in an investment with one or more co-investors, then our investment is likely to be smaller than if we were investing alone.

        We expect that our target portfolio over time will include mostly subordinated loans, mezzanine debt, preferred stock, and warrants to buy common stock. Structurally, subordinated loans and mezzanine loans usually rank lower in priority of payment to senior debt, such as senior bank debt, and may be unsecured. However, subordinated debt and mezzanine loans rank senior to common and

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preferred equity in a borrower's capital structure. Typically, subordinated debt and mezzanine loans have elements of both debt and equity instruments, offering returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity position. Due to its higher risk profile and often less restrictive covenants as compared to senior debt, mezzanine debt generally earns a higher return than senior secured debt. Any warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. Mezzanine debt also may include a "put" feature, which permits the holder to sell its equity interest back to the borrower at a price determined through a pre-determined formula.

Corporate Information

        Our executive offices are located at 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102 and our telephone number is (703) 287-5800. Our corporate website is located at www.gladstoneinvestment.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

Investment Process

Overview of Investment and Approval Process

        To originate investments, our Adviser's investment professionals use an extensive referral network comprised primarily of venture capitalists, leveraged buyout funds, investment bankers, attorneys, accountants, commercial bankers and business brokers. Our Adviser's investment professionals review information received from these and other sources in search of potential financing opportunities. If a potential opportunity matches our investment objectives, the investment professionals will seek an initial screening of the opportunity from our Adviser's investment committee, which is composed of Messrs. Gladstone, Brubaker and Stelljes. If the prospective portfolio company passes this initial screening, the investment professionals conduct a due diligence investigation and create a detailed profile summarizing the prospective portfolio company's historical financial statements, industry and management team and analyzing its conformity to our general investment criteria. The investment professionals then present this profile to our Adviser's investment committee, which must approve each investment.

Prospective portfolio company characteristics

        We have identified certain characteristics that we believe are important in identifying and investing in prospective portfolio companies. The criteria listed below provide general guidelines for our investment decisions, although not all of these criteria may be met by each portfolio company.

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Extensive Due Diligence

        Our Adviser conducts what we believe are extensive due diligence investigations of our prospective portfolio companies and investment opportunities. Our due diligence investigation of a prospective portfolio company may begin with a review of publicly available information, and generally includes some or all of the following:

        Upon completion of a due diligence investigation and a decision to proceed with an investment in a buyout or other recapitalization, our Adviser's investment professionals who have primary responsibility for the investment present the investment opportunity to our Adviser's investment committee, which consists of Messrs. Gladstone, Brubaker and Stelljes. The investment committee determines whether to pursue the potential investment. Additional due diligence of a potential

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investment may be conducted on our behalf by attorneys and independent accountants prior to the closing of the investment, as well as other outside advisers, as appropriate.

        We also rely on the long-term relationships that our Adviser's investment professionals have with venture capitalists, leveraged buyout funds, investment bankers, commercial bankers and business brokers, and on the extensive direct experiences of our executive officers and managing directors in providing debt and equity capital to small and medium-sized private businesses.

Investment Structure

        Once we have determined that a prospective acquisition, buyout or recapitalization meets our standards and investment criteria, we work with the management of that company and other capital providers to structure the transaction in a way that provides us the greatest opportunity to maximize our return on the investment, while providing appropriate incentives to management of the company.

        Subordinated Debt and Mezzanine Debt.    We anticipate that over time, the majority of the capital that we invest will be in the form of subordinated or mezzanine debt. Most of our mezzanine loans are unsecured loans while most of the subordinated loans are collateralized by a subordinated lien on some or all of the assets of the borrower. We structure most of our mezzanine and subordinated loans with variable interest rates; however, some of such of our loans are fixed rate loans. In either event, we structure the loans at relatively high rates of interest that provide us with significant current interest income. Our subordinated and mezzanine loans typically have maturities of five to ten years and provide for interest-only payments in the early years, with amortization of principal deferred to the later years of the mezzanine loans. In some cases, we may enter into loans that, by their terms, convert into equity or additional debt securities or defer payments of interest for the first few years after our investment, however, none of our loans to date are convertible into such debt or equity securities.

        Our subordinated and mezzanine debt investments may include equity features, such as warrants or options to buy a significant common stock ownership interest in the portfolio company or success fees if the business is sold. If a portfolio company appreciates in value, we may achieve additional investment returns from any equity interests we hold. If we are a minority interest holder, we may structure the warrants to provide provisions protecting our rights as a minority-interest holder such as the right to sell the warrants back to the company upon the occurrence of specified events. In many cases, we also obtain registration rights in connection with these equity interests, which may include demand and co- registration rights.

        Senior Secured Debt.    We also provide senior secured acquisition financing for some portfolio companies. We typically structure these senior secured loans to have terms of three to ten years, and they may provide for deferred interest payments in the first few years of the term of the loan. We generally obtain security interests in the assets of our portfolio companies that will serve as collateral in support of the repayment of these senior loans. This collateral usually takes the form of first priority liens on the assets of the portfolio company. Currently, the interest rates on our senior secured loans are generally variable rates ranging between 3.5% and 7.0% over LIBOR.

        Preferred and Common Stock.    We may also acquire preferred or common stock, or both, in connection with a buyout or recapitalization. With respect to preferred or common stock investments, we target an investment return substantially higher than our investments in senior or subordinated loans. However, we can offer no assurance that we can achieve such a return with respect to any investment or our portfolio as a whole. The features of the preferred stock we receive vary by transaction, but may include priority dividend rights, superior voting rights, redemption rights, liquidation preferences and other provisions intended to protect our interests. Generally speaking,

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common stock does not have any current income and its value is realized, if at all, upon the sale of the business or following the company's initial public offering.

        Risk Management.    We seek to limit the downside risk of our investments by:

        We expect to hold most of our investments in subordinated debt and mezzanine debt until maturity or repayment, but will sell our investments earlier if a liquidity event takes place, such as the sale or recapitalization of a portfolio company or, in the case of an equity investment in a company, its initial public offering. Occasionally, we may sell some or all of our subordinated debt, mezzanine debt or equity interests in a portfolio company to a third party, such as an existing investor in the portfolio company, through a privately negotiated transaction. As described above, we may also provide senior debt in addition to subordinated debt and equity in connection with an acquisition.

Temporary Investments

        Pending investment in private companies, we invest our otherwise uninvested cash primarily in cash, cash items, government securities or high-quality debt securities maturing in one year or less from the time of investment, to which we refer collectively as temporary investments, so that at least 70% of our assets are "qualifying assets," for purposes of the business development company provisions of the 1940 Act. For information regarding regulations to which we are subject and the definition of "qualifying assets," see "Regulation as a Business Development Company—Qualifying Assets."

Hedging Strategies

        Although it has not yet happened, nor do we expect this to happen in the near future, when one of our portfolio companies in which we hold equity investments goes public, we may undertake hedging strategies with regard to any equity interests that we may have in that company. We may mitigate risks associated with the volatility of publicly traded securities by, for instance, selling securities short or writing or buying call or put options. Hedging against a decline in the value of such investments in public companies would not eliminate fluctuations in the values of such investments or prevent losses if the values of such investments decline, but would establish other investments designed to gain from those same developments. Therefore, by engaging in hedging transactions, we can moderate the decline in the value of our hedged investments in public companies. However, such hedging transactions would also limit our opportunity to gain from an increase in the value of our investment in the public company. Pursuant to our initial line of credit, we agreed to enter into hedging transactions, such as interest rate cap agreements, in connection with the borrowings that we make under our line of credit. To date, we hold only one interest rate cap agreement. Hedging strategies do pose risks to us and our stockholders; however, we believe that such activities, because they will be limited to only a portion of our portfolio, are manageable.

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        Section 12(a)(3) of the 1940 Act prohibits us from effecting a short sale of any security "in contravention of such rules and regulations or orders as U.S. Securities and Exchange Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors . . ." However, to date, the SEC has not promulgated regulations under this statute. It is possible that such regulations could be promulgated in the future in a way that would require us to change any hedging strategies that we may adopt. In addition, our ability to engage in short sales may be limited by the 1940 Act's leverage limitations. We will only engage in hedging activities in compliance with applicable law and regulations.

Competitive Advantages

        A large number of entities compete with us and make the types of investments that we seek to make in small and medium-sized privately-owned businesses. Such competitors include private equity funds, leveraged buyout funds, venture capital funds, investment banks and other equity and non-equity based investment funds, and other financing sources, including traditional financial services companies such as commercial banks. Many of our competitors are substantially larger than we are and have considerably greater funding sources that are not available to us. In addition, certain of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments, establish more relationships and build their market shares. Furthermore, many of these competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company. However, we believe that we have the following competitive advantages over other providers of financing to small and mid-sized businesses:

Management Expertise

        David Gladstone, our chairman and chief executive officer, is also the chairman and chief executive officer of our Adviser and its affiliated companies, which we refer to as the Gladstone Companies, and has been involved in all aspects of the Gladstone Companies' investment activities, including serving as a member of our Adviser's investment committee. Terry Lee Brubaker is our vice chairman and chief operating officer and has substantial experience in acquisitions and operations of companies. George Stelljes III is our vice chairman and chief investment officer and has extensive experience in leveraged finance. David Dullum is our president and has extensive experience in private equity investing in middle market companies. Messrs. Gladstone, Brubaker, Stelljes and Dullum have principal management responsibility for our Adviser as its senior executive officers. These individuals dedicate a significant portion of their time to managing our investment portfolio. Our senior management has extensive experience providing capital to small and mid-sized companies and has worked together for more than 10 years. In addition, we have access to the resources and expertise of our Adviser's investment professionals and supporting staff who possess a broad range of transactional, financial, managerial, and investment skills. We expect that our Adviser will continue to hire additional investment professionals in the future.

Increased Access to Investment Opportunities Developed Through Proprietary Research Capability and Extensive Network of Contacts

        Our Adviser seeks to identify potential investments both through active origination and due diligence and through its dialogue with numerous management teams, members of the financial community and potential corporate partners with whom our Adviser's investment professionals have long-term relationships. We believe that our Adviser's investment professionals have developed a broad network of contacts within the investment, commercial banking, private equity and investment management communities, and that their reputation in investment management enables us to identify well-positioned prospective portfolio companies which provide attractive investment opportunities.

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Additionally, our Adviser expects to generate information from its professionals' network of accountants, consultants, lawyers and management teams of portfolio companies and other companies.

Disciplined, Value-and-Income-Oriented Investment Philosophy with a Focus on Preservation of Capital

        In making its investment decisions, our Adviser focuses on the risk and reward profile of each prospective portfolio company, seeking to minimize the risk of capital loss without foregoing the potential for capital appreciation. We expect our Adviser to use the same value-and-income-oriented investment philosophy that its professionals use in the management of the other Gladstone Companies and to commit resources to management of downside exposure. Our Adviser's approach seeks to reduce risk in investments by using some or all of the following:

Longer Investment Horizon with Attractive Publicly Traded Model

        Unlike private equity and venture capital funds that are typically organized as finite-life partnerships, we are not subject to standard periodic capital return requirements. The partnership agreements of most private equity and venture capital funds typically provide that these funds may only invest investors' capital once and must return all capital and realized gains to investors within a finite time period, often seven to ten years. These provisions often force private equity and venture capital funds to seek returns on their investments by causing their portfolio companies to pursue mergers, public equity offerings, or other liquidity events more quickly than might otherwise be optimal or desirable, potentially resulting in both a lower overall return to investors and an adverse impact on their portfolio companies. We believe that our flexibility to make investments with a long-term view and without the capital return requirements of traditional private investment vehicles provides us with the opportunity to achieve greater long-term returns on invested capital.

Flexible Transaction Structuring

        We believe our management team's broad expertise and its ability to draw upon many years of combined experience enables our Adviser to identify, assess, and structure investments successfully across all levels of a company's capital structure and manage potential risk and return at all stages of the economic cycle. We are not subject to many of the regulatory limitations that govern traditional lending institutions such as banks. As a result, we are flexible in selecting and structuring investments, adjusting investment criteria and transaction structures, and, in some cases, the types of securities in which we invest. We believe that this approach enables our Adviser to identify attractive investment opportunities that will continue to generate current income and capital gain potential throughout the economic cycle, including during turbulent periods in the capital markets. One example of our flexibility is our ability to exchange our publicly-traded stock for the stock of an acquisition target in a tax-free reorganization under the Code. After completing an acquisition in such an exchange, we can restructure the capital of the small company to include senior and subordinated debt.

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Leverage

        For the purpose of making investments other than temporary investments and to take advantage of favorable interest rates, we intend to issue senior debt securities (including borrowings under our Credit Facility) up to the maximum amount permitted by the 1940 Act. The 1940 Act currently permits us to issue senior debt securities and preferred stock, to which we refer collectively as senior securities, in amounts such that our asset coverage, as defined in the 1940 Act, is at least 200% after each issuance of senior securities. We may also incur such indebtedness to repurchase our common stock. As a result of issuing senior securities, we are exposed to the risks of leverage. Although borrowing money for investments increases the potential for gain, it also increases the risk of a loss. A decrease in the value of our investments will have a greater impact on the value of our common stock to the extent that we have borrowed money to make investments. There is a possibility that the costs of borrowing could exceed the income we receive on the investments we make with such borrowed funds. In addition, our ability to pay dividends or incur additional indebtedness would be restricted if asset coverage is less than twice our indebtedness. If the value of our assets declines, we might be unable to satisfy that test. If this happens, we may be required to liquidate a portion of our loan portfolio and repay a portion of our indebtedness at a time when a sale may be disadvantageous. Furthermore, any amounts that we use to service our indebtedness will not be available for distributions to our stockholders. Our Board of Directors is authorized to provide for the issuance of preferred stock with such preferences, powers, rights and privileges as it deems appropriate, provided that such an issuance adheres to the requirements of the 1940 Act. See "Regulation as a Business Development Company—Asset Coverage" for a discussion of our leveraging constraints.

Ongoing Relationships with and Monitoring of Portfolio Companies

Monitoring

        Our Adviser's investment professionals monitor the financial trends of each portfolio company on an ongoing basis to determine if each is meeting its respective business plans and to assess the appropriate course of action for each company. We monitor the status and performance of each portfolio company and use it to evaluate the overall performance of our portfolio.

        Our Adviser employs various methods of evaluating and monitoring the performance of our investments, which include some or all of the following:

Managerial Assistance and Services

        As a business development company, we make available significant managerial assistance to our portfolio companies and provide other services to such portfolio companies. Neither we nor our Adviser currently receives fees in connection with managerial assistance. Our Adviser provides other

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services to our portfolio companies and receives fees for these other services, certain of which are credited by 50% against the investment advisory fees that we pay our Adviser.

Valuation Process

        The following is a general description of the steps we take each quarter to determine the value of our investment portfolio. We value our investments in accordance with the requirements of the 1940 Act. We value securities for which market quotations are readily available at their market value. We value all other securities and assets at fair value as determined in good faith by our Board of Directors. In determining the value of our investments, our Adviser has established an investment valuation policy, which we refer to as the policy. The policy has been approved by our Board of Directors and each quarter the Board of Directors reviews whether our Adviser has applied the policy consistently, and votes whether or not to accept the recommended valuation of our investment portfolio. Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have been obtained had a ready market for the securities existed. Investments for which market quotations are readily available are recorded in our financial statements at such market quotations. With respect to any investments for which market quotations are not readily available, we perform the following valuation process each quarter:

        Our valuation policies, procedures and processes are more fully described under "Management's Discussion and Analysis of Financial Condition and Results of Operations—Investment Valuation."

Investment Advisory and Management Agreement

        We have entered into the Advisory Agreement with our Adviser, which is controlled by our chairman and chief executive officer. In accordance with the Advisory Agreement, we pay our Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee.

        The base management fee is computed and payable quarterly and is assessed at an annual rate of 2.0%. Through December 31, 2006, it was computed on the basis of the average value of our gross invested assets at the end of the two most recently completed quarters, which were total assets less the cash proceeds and cash and cash equivalents from the proceeds of our initial public offering that were not invested in debt and equity securities of portfolio companies. Beginning on January 1, 2007, the base management fee was computed on the basis of the average value of our gross assets at the end of the two most recently completed quarters, which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings.

        On January 9, 2007, our Board of Directors accepted an unconditional, irrevocable and voluntary waiver from the Adviser to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings were used to purchase

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such syndicated loan participations. This waiver remains in effect and was applied through September 30, 2008 and any waived fees may not be recouped by our Adviser in the future.

        When our Adviser receives fees from our portfolio companies, 50% of certain of these fees are credited against the base management fee that we would otherwise be required to pay to our Adviser.

        In addition, our Adviser services the loans held by Business Investment, in return for which our Adviser receives a 2.0% annual fee based on the monthly aggregate balance of loans held by Business Investment. Since we own these loans, all loan servicing fees paid to our Adviser are treated as reductions against the 2.0% base management fee. Overall, the base management fee due to our Adviser cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year.

        The incentive fee consists of two parts: an income-based incentive fee and a capital gains incentive fee. The income-based incentive fee rewards our Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets (the "hurdle rate"). We pay our Adviser an income incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

Quarterly Incentive Fee Based on Net Investment Income

Pre-incentive fee net investment income
(expressed as a percentage of the value of net assets)

GRAPHIC

Percentage of pre-incentive fee net investment income
allocated to income-related portion of incentive fee

        The second part of the incentive fee is a capital gains 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% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to our Adviser, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if

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any, equals the sum of the differences 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 amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

Administration Agreement

        We have entered into the Administration Agreement with our Administrator whereby we pay our Administrator separately for administrative services. The Administration Agreement provides for payments equal to our allocable portion of our Administrator's overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of our Administrator, and our allocable portion of the salaries and benefits expenses of our chief financial officer, controller, chief compliance officer, treasurer and their respective staffs. Our allocable portion of expenses is derived by multiplying our Administrator's total allocable expenses by the percentage of our average total assets (the total assets at the beginning and end of each quarter) in comparison to the average total assets of all companies managed by our Adviser under similar agreements.

License Agreement

        We have entered into a license agreement with our Adviser, pursuant to which our Adviser has granted us a non-exclusive license to use the name "Gladstone" and the Diamond G trademark. This license agreement currently requires us to pay the Adviser a royalty fee of $10 per quarter. The amount of the fee is negotiable on an annual basis by our compensation committee and approved by a majority of our independent directors. The license arrangement will terminate in the event that our Adviser is no longer our investment adviser.

Code of Ethics

        We and our Adviser have each adopted a Code of Ethics and Business Conduct applicable to our officers, directors and all employees of our Adviser and our Administrator that comply with the guidelines set forth in Item 406 of Regulation S-K of the Securities Act. As required by the 1940 Act, this code establishes procedures for personal investments, restricts certain transactions by our personnel and requires the reporting of certain transactions and holdings by our personnel. A copy of this code is available for review, free of charge, at our website at www.gladstoneinvestment.com. We intend to provide disclosure of any amendments to or waivers of the provisions of this code by posting information regarding any such amendment or waiver to our website within four days of its effectiveness.

Compliance Policies and Procedures

        We and our Adviser have adopted and implemented written policies and procedures reasonably designed to prevent violation of the federal securities laws, and our Board of Directors is required to review these compliance policies and procedures annually to assess their adequacy and the effectiveness of their implementation. We have designated a chief compliance officer, John Dellafiora, who also serves as chief compliance officer for our Adviser.

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Competition

        A large number of entities compete with us and make the types of investments that we seek to make in small and medium-sized privately-owned businesses. Such competitors include private equity funds, leveraged buyout funds, venture capital funds, investment banks and other equity and non-equity based investment funds, and other financing sources, including traditional financial services companies such as commercial banks. Many of our competitors are substantially larger than we are and have considerably greater funding sources that are not available to us. In addition, certain of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments, establish more relationships and build their market shares. Furthermore, many of these competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company. There is no assurance that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. In addition, because of this competition, we may not be able to take advantage of attractive investment opportunities from time to time and there can be no assurance that we will be able to identify and make investments that satisfy our investment objectives or that we will be able to meet our investment goals. Recently we have seen an increase in our competition such that terms and rates for proposed loans have been reduced. However, we believe that our extensive loan referral network and flexible transaction structuring enable us to compete effectively for opportunities in the current market environment.

Staffing

        We do not currently have any employees and do not expect to have any employees in the foreseeable future. Currently, services necessary for our business are provided by individuals who are employees of our Adviser and our Administrator pursuant to the terms of the Advisory Agreement and Administration Agreement, respectively. Each of our executive officers is an employee and executive officer of our Adviser or our Administrator. No employee of our Adviser or our Administrator will dedicate all of his or her time to us. However, we expect that 25-30 full time employees of our Adviser will spend substantial time on our matters during the remainder of calendar year 2009. We anticipate that the number of employees of our Adviser and our Administrator who devote time to our matters will increase as we acquire more investments.

        As of December 31, 2008, our Adviser and our Administrator collectively had 65 full-time employees. A break-down of these employees by functional area is summarized in the table below:

Number of
Individuals
  Functional Area

11

  Executive Management

44

  Investment Management, Portfolio Management and Due Diligence

10

  Administration, Accounting, Compliance, Human Resources, Legal and Treasury

Properties

        We do not own any real estate or other physical properties materially important to our operation. Our Adviser is the current leaseholder of all properties in which we operate. We occupy these premises pursuant to the Advisory Agreement with our Adviser. Our headquarters are located at our Adviser's headquarters in McLean, Virginia, a suburb of Washington D.C., and we also have operations at our Adviser's other offices in New York, New Jersey, Pennsylvania, Illinois, Texas and Georgia.

Legal Proceedings

        We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

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PORTFOLIO COMPANIES

        The following table sets forth certain information as of September 30, 2008, regarding each portfolio company in which we had a debt or equity security as of such date. All such investments have been made in accordance with our investment policies and procedures described in this prospectus.

Portfolio Company   Nature of Business   Type of Security   % of Class Owned
on a Fully Diluted
Basis
  Cost of Initial Value of
Investment ($)
  Value of Investment
as of September 30, 2008
($)
 
A. Stucki Holding Corp.   Manufacturing—railroad freight   Senior Term Debt (7.0%, Due 3/2012)         $ 12,318,750   $ 12,318,750  
2600 Neville Road   car products   Senior Term Debt (9.2%, Due 3/2012)(6)           10,725,000     10,725,000  
Pittsburgh, PA 15225       Senior Subordinated Term Debt (13%, Due 3/2014)           8,585,760     8,585,760  
        Preferred Stock(4)     91 %   4,386,686     4,938,029  
        Common Stock(4)     55 %   129,956     12,438,370  
                         
                    36,146,152     49,005,909  

Acme Cryogenics, Inc.

 

Manufacturing—manifolds and

 

Senior Subordinated Term Debt (11.5%, Due 3/2013)

 

 

 

 

 

14,500,000

 

 

14,500,000

 
2801 Mitchell Avenue   pipes for industrial gasses   Redeemable Preferred Stock(4)     83 %   6,983,785     7,873,449  
Allentown, PA 18103       Common Stock(4)     29 %   1,045,181      
        Common Stock Warrants(4)     32 %   24,686      
                         
                    22,553,652     22,373,449  

Auto Safety House Holdings, Inc.

 

Retail and Service—school buses

 

Revolver, $400,000 available (non-accrual, Due

 

 

 

 

 

 

 

 

 

 
1521 Westbranch Drive, Suite 200   and parts   3/2010)           1,600,000      
McLean, VA 22102       Senior Subordinated Term Debt (non-accrual, Due                    
        1/2012)           5,250,000      
        Preferred Stock(4)     100 %   2,500,000      
        Common Stock Warrants(4)     74 %   3,680      
                         
                    9,353,680      

Cavert II Holding Corp.

 

Manufacturing—bailing wire

 

Revolver, $300,000 available (8.0%, Due 10/2010)

 

 

 

 

 

2,700,000

 

 

2,700,000

 
620 Forum Parkway       Senior Term Debt (8.3%, Due 10/2012)           6,012,500     6,012,500  
Rural Hall, NC 27045       Senior Term Debt (10.0%, Due 10/2012)(6)           3,000,000     3,000,000  
        Senior Subordinated Term Debt (13.0%, Due                    
        10/2014)           4,670,678     4,670,678  
        Preferred Stock(4)     93 %   4,110,196     4,416,490  
        Common Stock(4)     63 %   69,126     1,406,658  
                         
                    20,562,500     22,206,326  

Chase II Holdings Corp.

 

Manufacturing—traffic doors

 

Revolving Credit Facility, $605,000 available (6.5%,

 

 

 

 

 

 

 

 

 

 
10021 Commerce Park Drive       Due 3/2009)           3,895,000     3,895,000  
Cincinnati, OH 45246       Senior Term Debt (8.8%, Due 3/2011)           9,350,000     9,350,000  
        Senior Term Debt (12.0%, Due 3/2011)(6)           7,760,000     7,760,000  
        Subordinated Term Debt (13.0%, Due 3/2013)           6,167,810     6,167,810  
        Redeemable Preferred Stock(4)     88 %   6,960,806     8,877,164  
        Common Stock(4)     52 %   61,384     6,200,084  
                         
                    34,195,000     42,250,058  

Galaxy Tool Holding Corp.

 

Manufacturing—aerospace and

 

Subordinated Term Debt (13.5%, Due 8/2013)(7)

 

 

 

 

 

17,250,000

 

 

17,250,000

 
1111 Industrial Rd.   plastics   Preferred Stock(4)     48 %   4,111,907     4,111,907  
Windfield, KS 67156       Common Stock(4)     40 %   48,093     48,093  
                         
                    21,410,000     21,410,000  

Danco Acquisition Corp.

 

Manufacturing—machine and

 

Revolving Credit Facility, $2,600,000 available (9.3%,

 

 

 

 

 

 

 

 

 

 
950 George St.   sheet metal work   Due 10/2010)           400,000     378,000  
Santa Clara, CA 95054       Senior Term Debt (9.3%, Due 10/2012)(5)           5,325,000     5,058,750  
        Senior Term Debt (11.5% Due 4/2013)(5)           9,156,581     8,652,969  
        Redeemable Preferred Stock(4)     60 %   2,500,000     2,677,778  
        Common Stock Warrants(4)     40 %   2,500     871,326  
                         
                    17,384,081     17,638,823  

Mathey Investments, Inc.

 

Manufacturing—pipe-cutting and

 

Revolving Credit Facility, $2,000,000 available (9.0%,

 

 

 

 

 

 

 

 

 

 
4344 S. Maybelle Ave.   pipe-fitting equipment   Due 3/2011)(7)                
Tulsa, OK 74107       Senior Term Debt (9.0%, Due 3/2013)(5)           2,437,500     2,413,125  
        Senior Term Debt (12.0% Due 3/2014)(5)(6)           7,263,500     7,190,865  
        Common Stock(4)     8 %   500,000     520,425  
        Common Stock Warrants(4)     5 %   277,029     303,475  
                         
                    10,478,029     10,427,890  

Noble Logistics, Inc.

 

Service—aftermarket auto parts

 

Revolving Credit Facility, $-0- available (8.5%, Due

 

 

 

 

 

 

 

 

 

 
11335 Clay Road, Suite 100   delivery   12/2009)           2,000,000     1,740,000  
Houston, TX 77041       Senior Term Debt (10.5%, Due 12/2011)(5)           5,902,057     5,134,790  
        Senior Term Debt (12.5% Due 3/2011)(5)(6)           7,000,000     5,880,000  
        Senior Subordinated Term Debt (12.5%, Due                    
        11/2008)           500,000     497,500  
        Preferred Stock(4)     100 %   1,750,000      
        Common Stock(4)     13 %   1,682,444      
                         
                    18,834,501     13,252,290  

73


Portfolio Company   Nature of Business   Type of Security   % of Class Owned
on a Fully Diluted
Basis
  Cost of Initial Value of
Investment ($)
  Value of Investment
as of September 30, 2008
($)
 

Quench Holdings Corp.

 

Service—sales, installation and

 

Senior Subordinated Term Debt (10.0%, Due

 

 

 

 

 

 

 

 

 

 
1521 Westbranch Drive, Suite 200   service of water coolers   8/2013)(5)         $ 8,000,000   $ 4,400,000  
McLean, VA 22102       Preferred Stock(4)     3 %   2,949,830     2,379,489  
        Common Stock Warrants(4)     13 %   446,893      
                         
                    11,396,723     6,779,489  

Tread Corp.

 

Service—regional medical

 

Senior Term Debt (12.5%, Due 5/2013)(5)

 

 

 

 

 

5,000,000

 

 

4,937,500

 
176 Eastpark Dr.   laboratories   Preferred Stock(4)     25 %   750,000     772,167  
Roanoke, VA 24019       Common Stock Warrants(4)     21 %   2,700     69,228  
                         
                    5,752,700     5,778,895  

B-Dry, LLC

 

Service—basement waterproofer

 

Revolving Credit Facility, $-0- available (6.7%, Due

 

 

 

 

 

 

 

 

 

 
13876 Cravath Place       10/2009)           750,000     688,125  
Woodbridge, VA 22191       Senior Term Debt (10.0%, Due 5/2014)(5)           6,715,000     6,161,013  
        Senior Term Debt (10.0%, Due 5/2014)(5)           3,950,000     3,624,125  
        Common Stock Warrants(4)     6 %   300,000      
                         
                    11,715,000     10,473,263  

Activant Solutions, Inc.
804 Las Cimas Parkway
Austin, TX 78746

 

Service—enterprise software and services

 

Senior Term Debt (4.8%, Due 5/2013)(3)

 

 

 

 

 

1,672,675

 

 

1,331,586

 

Advanced Homecare Holdings, Inc.
6688 N.Central Expressway,
Ste 1300
Dallas, Texas 75206

 

Service—home health nursing services

 

Senior Term Debt (7.5%, Due 8/2014)(3)

 

 

 

 

 

2,962,500

 

 

2,607,000

 

Aeroflex, Inc.
35 S. Service Rd, PO Box 6022
Plainview, NY 11803

 

Service—provider of highly specialized electronic equipment

 

Senior Term Debt (6.1%, Due 8/2014)(3)

 

 

 

 

 

1,895,548

 

 

1,782,000

 

Compsych Investments Corp.
455 N. Cityfront Plaza Drive
Chicago, IL 60611-5532

 

Service—employee assistance programs

 

Senior Term Debt (6.5%, Due 2/2012)(3)(5)

 

 

 

 

 

3,276,616

 

 

2,939,505

 

CRC Health Group, Inc.
20400 Stevens Creek Blvd, 6th Fl.
Cupertino, CA 95014

 

Service—substance abuse treatment

 

Senior Term Debt (6.0%, Due 2/2012)(3)

 

 

 

 

 

7,838,070

 

 

6,350,283

 

Critical Homecare Solutions, Inc.
One Fayette Street, Suite 150
Conshohoken, PA 19428

 

Service—home therapy and respiratory treatment

 

Senior Term Debt (6.5%, Due 1/2012)(3)(5)

 

 

 

 

 

4,446,667

 

 

4,178,300

 

Generac Acquisition Corp.
Hwy. 59 & Hillside Road
Waukesha, WI 53187

 

Manufacturing—standby power products

 

Senior Term Debt (5.3%, Due 11/2013)(3)(5)

 

 

 

 

 

6,868,309

 

 

4,742,492

 

Graham Packaging Holdings Co.
2401 Pleasant Valley Road
York, PA 17402

 

Manufacturing—plastic containers

 

Senior Term Debt (5.1%, Due 10/2011)(3)

 

 

 

 

 

3,407,865

 

 

2,998,921

 

Hargray Communications Group, Inc.
856 William Hilton Pkwy.
Hilton Head Island, SC 29938

 

Service—triple-play (cable, phone, internet) provider

 

Senior Term Debt (6.0%, Due 6/2014)(3)

 

 

 

 

 

896,827

 

 

783,275

 

HMTBP Acquisition II Corp.
2002 Timberloch, Suite 550
The Woodlands, TX 77380

 

Service—aboveground storage tanks

 

Senior Term Debt (5.8%, Due 5/2014)(3)(5)

 

 

 

 

 

3,858,490

 

 

3,549,235

 

Huish Detergents, Inc.
15 West South Temple, Ste. 1400
Salt Lake City, UT 84101

 

Manufacturing—household cleaning products

 

Senior Term Debt (5.8%, Due 4/2014)(3)

 

 

 

 

 

1,975,995

 

 

1,698,500

 

Hyland Software, Inc.
28500 Clemens Road
Westlake, OH 44145

 

Service—provider of enterprise content management software

 

Senior Term Debt (5.6%, Due 7/2013)(3)

 

 

 

 

 

3,928,638

 

 

3,564,235

 

Interstate Fibernet, Inc.
7037 Old Madison Pike
Huntsville, AL 35806

 

Service—provider of voice and data telecommunications services

 

Senior Term Debt (7.8%, Due 7/2013)(3)

 

 

 

 

 

9,885,967

 

 

8,634,750

 

KIK Custom Products, Inc.
33 Macintosh Blvd.
Concord, ON L4K 4L5

 

Manufacturing—consumer products

 

Senior Term Debt (5.5%, Due 5/2014)(3)

 

 

 

 

 

3,960,834

 

 

2,732,400

 

Kronos, Inc.
297 Billerica Road
Chelmsford, MA 01824

 

Service—workforce management solutions

 

Senior Term Debt (6.0%, Due 6/2014)(3)

 

 

 

 

 

1,960,714

 

 

1,705,821

 

Local TV Finance, LLC
1717 Dixie Highway, Suite 650
Ft. Wright, KY 41011

 

Service—television station operator

 

Senior Term Debt (4.9%, Due 5/2013)(3)

 

 

 

 

 

989,779

 

 

839,375

 

74


Portfolio Company   Nature of Business   Type of Security   % of Class Owned
on a Fully Diluted
Basis
  Cost of Initial Value of
Investment ($)
  Value of Investment
as of September 30, 2008
($)
 
LVI Services, Inc.
80 Broad Street, 3rd Floor
New York, NY 10004
  Service—asbestos and mold remediation   Senior Term Debt (8.6%, Due 11/2010)(3)(5)       $ 5,950,048   $ 4,275,001  

MedAssets, Inc.
100 N. Point Center East, Ste. 200
Alpharetta, GA 30022

 

Service—pharmaceuticals and healthcare GPO

 

Senior Term Debt (7.5%, Due 10/2013)(3)(5)

 

 

 

 

3,983,497

 

 

3,703,436

 

Network Solutions, LLC
13861 Sunrise Valley Dr, Ste 200
Herndon, VA 20171

 

Service—internet domain solutions

 

Senior Term Debt (5.2%, Due 3/2014)(3)

 

 

 

 

8,672,567

 

 

6,763,512

 

Open Solutions, Inc.
455 Winding Brook Drive
Glastonbury, CT 06033

 

Service—software outsourcing for financial institutions

 

Senior Term Debt (5.1%, Due 1/2014)(3)

 

 

 

 

2,669,821

 

 

1,805,769

 

Ozburn-Hessey Holding Co. LLC
633 Thompson Lane
Nashville, TN 37204

 

Service—third party logistics

 

Senior Term Debt (6.6%, Due 8/2012)(3)

 

 

 

 

7,575,156

 

 

6,469,409

 

Pinnacle Foods Finance, LLC
1 Old Bloomfield Avenue
Mt. Lakes, NJ 07046

 

Manufacturing—branded food products

 

Senior Term Debt (5.4%, Due 4/2014)(3)

 

 

 

 

1,960,076

 

 

1,705,266

 

PTS Acquisition Corp.
14 Schoolhouse Road
Somerset, NJ 08873

 

Manufacturing—drug delivery and packaging technologies

 

Senior Term Debt (6.0%, Due 4/2014)(3)

 

 

 

 

6,912,500

 

 

6,359,500

 

QTC Acquisition, Inc.
1350 S. Valley Vista Drive
Diamond Bar, CA 91765

 

Service—outsourced disability evaluations

 

Senior Term Debt (6.0%, Due 11/2012)(3)

 

 

 

 

1,919,541

 

 

1,648,743

 

Radio Systems Corporation
10427 Electric Avenue
Knoxville, TN 37932

 

Service—design electronic pet containment products

 

Senior Term Debt (5.6%, Due 9/2013)(3)

 

 

 

 

1,880,607

 

 

1,768,159

 

Rally Parts, Inc.
2146 Michelson Drive, Suite B
Irvine, CA 92612

 

Manufacturing—aftermarket motorcycle parts and accessories

 

Senior Term Debt (6.3%, Due 11/2013)(3)

 

 

 

 

2,471,554

 

 

1,547,438

 

RPG Holdings, Inc.
3636 N. Broadway
Chicago, IL 60613-4488

 

Manufacturing and design—greeting cards

 

Senior Term Debt (non-accrual)(3)

 

 

 

 

4,552,836

 

 

2,048,437

 

SafeNet, Inc.
4690 Millennium Drive
Belcamp, MD 21017

 

Service—chip encryption products

 

Senior Term Debt (5.8%, Due 4/2014)(3)

 

 

 

 

2,964,512

 

 

2,251,500

 

SGS International, Inc.
626 West Main Street, Suite 500
Louisville, KY 40202

 

Service—digital imaging and graphics

 

Senior Term Debt (6.3%, Due 12/2011)(3)

 

 

 

 

1,475,742

 

 

1,353,131

 

Survey Sampling, LLC
One Post Road
Fairfield, CT 06824

 

Service—telecommunications-based sampling

 

Senior Term Debt (9.0%, Due 5/2011)(3)(5)

 

 

 

 

2,702,299

 

 

2,331,339

 

Triad Laboratory Alliance, LLC
4380 Federal Drive, Suite 100
Greensboro, NC 27410

 

Service—regional medical laboratories

 

Senior Term Debt (7.3%, Due 12/2011)(3)(5)

 

 

 

 

4,142,631

 

 

3,677,240

 

Wastequip, Inc.
25800 Science Park Dr., Ste. 140
Beachwood, OH 44122

 

Service—process and transport waste materials

 

Senior Term Debt (6.0%, Due 2/2013)(3)

 

 

 

 

2,907,190

 

 

2,180,393

 

WaveDivision Holdings, LLC
401 Kirkland Place, Suite 500
Kirkland, WA 98033

 

Service—cable

 

Senior Term Debt (5.8%, Due 6/2014)(3)(5)

 

 

 

 

1,914,732

 

 

1,795,776

 

West Corporation
11808 Miracle Hills Drive
Omaha, NE 68154

 

Service—business process outsourcing

 

Senior Term Debt (5.8%, Due 10/2013)(3)

 

 

 

 

3,339,803

 

 

2,538,251

 

 

 

 

 

 

 

 

 

 

 

 

 
Total Investments               $ 347,602,624   $ 326,256,135  
                       

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents the weighted average interest rates in effect at September 30, 2008 and due date represents the contractual maturity date.

(3)
Marketable securities are valued based on the indicative bid price, as of September 30, 2008, from the respective originating syndication agent's trading desk.

(4)
Security is non-income producing.

(5)
Valued using SPSE opinions of value at September 30, 2008.

(6)
Last out tranche of senior debt, meaning if the portfolio company is liquidated then the holder of the last out trance is paid after the senior debt.

(7)
Valued at cost due to being a recent acquisition.

75


        Set forth below is a brief description of each portfolio company in which we have made an investment that currently represents greater than 5% of our total assets (excluding cash and cash equivalents pledged to creditors). Because of the relative size of our investments in these companies, we are exposed to a greater degree to the risks associated with these companies.

A. Stucki Holding Corp.

        We currently have invested approximately $34.8 million in A. Stucki Holding Corp. and its affiliate, A. Stucki Company, which we refer to as Stucki. We invested approximately $4.5 million in A. Stucki Holding Corp. to purchase $4.4 million of preferred stock and $0.1 million of common stock of A. Stucki Holding Corp. We also extended two senior term loans with an aggregate principal amount outstanding of $21.7 million, each maturing on March 21, 2012, and a subordinated loan of approximately $8.6 million maturing on March 21, 2014 to Stucki.

        Stucki is a designer, manufacturer and re-conditioner of products used in the construction and repair of railroad freight cars. New products offered include side bearings, hydraulic stabilizers, friction wedges, and brake beams and re-conditioned products offered include freight car truck components, car wheels, and draft gears for the railroad industry.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Stucki's business. The rail industry has historically been cyclical and Stucki is exposed to the business cycles in its end-use markets. Stucki is dependent upon a small group of managers for the execution of its business plan. The death, disability or departure by one or more of these individuals could have a negative impact on its business and operations.

        Our Adviser has entered into an investment banking agreement with Stucki, pursuant to which our Adviser has agreed to advise and provide administrative support in the review and development of Stucki's business policies and the management of Stucki's credit facilities and other important contractual relationships, to assist and advise Stucki in connection with the development of best industry practices in business promotion, development and employee and customer relations, and to monitor and review Stucki's financial performance.

        Two of our managing directors, Paul A. Giusti and Joseph Bute, are directors of A. Stucki Holding Corp. The principal executive offices of A. Stucki Holding Corp. and Stucki are located at 2600 Neville Road, Pittsburgh, Pennsylvania 15225.

Acme Cryogenics, Inc.

        We currently have invested approximately $22.6 million in Acme Cryogenics, Inc. and its affiliates, which we collectively refer to as Acme. We invested approximately $8.1 million in Acme to purchase $7.0 million in redeemable preferred stock and $1.1 million in common stock of Acme. We also extended a subordinated loan to Acme for $14.5 million that matures on March 29, 2013.

        Founded in 1969, Acme manufactures manifolds used in regulating the flow of industrial gasses at extremely low temperatures (cryogenic), manufactures vacuum insulated pipe used in the transmission of gasses that have been liquefied, repairs cryogenic storage tanks, and repairs and manufactures tank trailers used in transporting liquid nitrogen, oxygen, helium, etc.

        Our Adviser has entered into a management services agreement with Acme, pursuant to which our Adviser has agreed to advise and provide administrative support in the review and development of Acme's business policies and the management of Acme's credit facilities and other important contractual relationships, to assist and advise Acme in connection with the development of best industry practices in business promotion, development and employee and customer relations, and to monitor and review Acme's financial performance.

76


        Because of the relative size of this investment, we are significantly exposed to the risks associated with Acme's business. The cryogenics industry that Acme participates in has several large companies that dominate the production and distribution of liquefied gasses. These companies are Acme's primary customers. Acme is exposed to the risk that these large companies could change their buying patterns, attempt to dictate purchase terms that are unfavorable to Acme, or suffer downturns in their businesses that would lead them to reduce their purchases of Acme's products and services. Acme purchases metals and other raw materials that are subject to changes in the price levels of these commodities. There is no assurance that Acme can pass price increases on to its customers. Acme is also dependent upon a small group of managers for the execution of its business plan. The death, disability or departure by one or more of these individuals could have a negative impact on its business and operations.

        Our vice chairman, chief operating officer and secretary, Terry Brubaker, and one of our managing directors, John Freal, serve as directors of Acme. Acme's principal executive office is located at 2801 Mitchell Avenue, Allentown, PA 18103.

Noble Logistics, Inc.

        We currently have invested approximately $18.3 million in Noble Logistics, Inc., which we refer to as Noble. We invested $3.3 million to purchase $1.8 million of preferred stock and $1.5 million of common stock in Noble. We also extended a senior term loan with a principal amount outstanding of $5.7 million, maturing on December 7, 2011, and a senior term loan with a principal amount outstanding of $7.3 million, maturing on March 7, 2011, and a revolving credit facility of $2.0 million, which is currently fully drawn.

        Noble, based in Houston, Texas, provides time sensitive local and regional delivery services to wholesalers of aftermarket automotive repair components and pharmaceutical distributors. Noble operates from 32 locations in 20 states from California to New Jersey, with its primary operations focused in 1) Texas and the surrounding states (within overnight delivery range), 2) Georgia and the surrounding states and 3) California. The company's customer base includes independent domestic and foreign dealership who act as parts wholesalers, national and regional auto parts retailers and pharmaceutical distribution companies.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Noble's business. Fuel prices are an important component of the costs of the independent contractors that Noble hires to transport items for its customers. Noble makes fuel surcharge payments to these independent contractors in addition to payments from transport services. Historically, Noble has been able to increase the charges to its customers and compensate the independent contractor drivers for the bulk of the fuel price increases. If Noble is unable to continue to pass any fuel price increases on to its customers it runs the risk that it may lose independent contractors or have to increase its payments to them which would have the potential effect of reducing Noble's earnings. Independent contractor status is highly regulated. If Noble's independent contractors do not maintain their eligibility, they could be deemed Noble employees. This has the potential effect of increasing costs and reducing earnings. Noble is dependent upon a small group of managers for the execution of its business plan. The death, disability or departure by one or more of these individuals could have a negative impact on its business and operations.

        Our managing director John Freal, serves as a director for Noble Logistics, Inc. Noble's principal executive offices are located at 11335 Clay Road, Suite 100, Houston, Texas 77041.

Chase II Holdings Corp.

        We currently have invested approximately $33.5 million in Chase II Holdings Corp. and its affiliates. We invested approximately $7.0 million in Chase II Holdings Corp. to purchase $6.9 million of preferred stock and $0.1 million of common stock of Chase Industries, Inc., which we refer to as

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Chase. We also extended two senior term loans with an aggregate principal amount outstanding of $16.5 million, each maturing on March 17, 2011, one $6.2 million subordinated loan (of which $6.2 million was actually disbursed) maturing on March 17, 2013, and a revolving credit facility of $4.5 million to Chase and its affiliate Chase II Acquisition Corp. as co-borrowers, of which $700,000 remained undrawn as of January 5, 2009.

        Chase is a leading designer, manufacturer and marketer of impact traffic doors and sliding door systems in North America, serving over 4,000 retail, commercial and industrial customers in the United States, Canada, Mexico and selected international markets. Chase's doors are customized to suit the application needs of customers in a wide variety of markets, including supermarkets, retail outlets, restaurants, factories and warehouses, pharmaceutical and food processing plants, and institutional environments.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Chase's business. Chase is a small market business with a narrow product line. In certain market segments Chase's competitors have stronger brand recognition. Chase could be adversely affected by the aggressive actions of a competitor. A significant portion of Chase's business is dependent upon new construction in restaurant, retail grocery and mass market retailing and as such Chase would be subject to a downturn in these markets. Chase is dependent upon a small group of managers for the execution of its business plan. The death, disability or departure by one or more of these individuals could have a negative impact on its business and operations.

        Our Adviser has entered into an investment banking agreement with Chase. Under the terms of the investment banking agreement, our Adviser has agreed to assist Chase with obtaining or structuring credit facilities, long term loans or additional equity, to provide advice and administrative support in the management of Chase's credit facilities and other important contractual financial relationships, and to monitor and review Chase's capital structure and financial performance as it relates to raising additional debt and equity capital for growth and acquisitions. The investment banking agreement also provides that our Adviser will be available to assist and advise Chase in connection with adding key people to the management team that will lead to the development of best industry practices in business promotion, business development and employee and customer relations.

        Our vice chairman, chief operating officer and secretary, Terry Brubaker, and one of our managing directors, Paul A. Giusti, are directors of Chase II Holdings Corp. The principal executive offices of Chase II Holdings Corp., Chase Industries, Inc. and Chase II Acquisition Corp. are located at 10021 Commerce Park Drive, Cincinnati, Ohio 45246.

Cavert II Holdings Corp.

        We currently have invested approximately $19.3 million in Cavert II Holdings Corp. and its affiliates, which we refer to collectively as Cavert. We invested approximately $4.2 million in Cavert to purchase $4.1 million of preferred stock and $0.1 million of common stock of Cavert. We also extended two senior term loans with an aggregate principal amount outstanding of $8.6 million, each maturing on October 25, 2012, one $4.7 million subordinated loan maturing on October 25, 2014 and a revolving credit facility of $3.0 million, of which $1.2 million was undrawn at January 5, 2009.

        Cavert is located in Rural Hall, North Carolina and is a manufacturer and distributor of bailing wire. Cavert is the largest supplier of non-galvanized bailing wire in the United States and produces an array of wire products for the paper and paperboard recycling industries.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Cavert's business. Cavert is a small market business with a narrow product line. In certain market segments Cavert's competitors have stronger brand recognition. Cavert could be adversely affected by the aggressive actions of a competitor. A significant portion of Cavert's business is dependent upon the recycling of corrugated cardboard and, as such, Cavert would be subject to a downturn in this market.

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Cavert is dependent upon a small group of managers for the execution of its business plan. The death, disability or departure by one or more of these individuals could have a negative impact on its business and operations.

        Our Adviser has entered into an investment banking agreement with Cavert. Under the terms of the investment banking agreement, our Adviser has agreed to assist Cavert with obtaining or structuring credit facilities, long term loans or additional equity, to provide advice and administrative support in the management of Cavert's credit facilities and other important contractual financial relationships, and to monitor and review Cavert's capital structure and financial performance as it relates to raising additional debt and equity capital for growth and acquisitions. The investment banking agreement also provides that our Adviser will be available to assist and advise Cavert in connection with adding key people to the management team that will lead to the development of best industry practices in business promotion, business development and employee and customer relations.

        Our vice chairman, chief operating officer and secretary, Terry Brubaker, and one of our managing directors, Paul A. Giusti, are directors of Cavert. The principal executive offices of Cavert are located at 620 Forum Parkway, Rural Hall, North Carolina 27045.

Danco Acquisition Corporation

        We currently have invested approximately $16.9 million in Danco Acquisition Corp. and its subsidiaries, which we refer to collectively as Danco. We have invested approximately $19.5 million in Danco to purchase $2.5 million of redeemable preferred stock and common stock warrants, approximately $14.0 million in senior term debt and a $3.0 million revolving credit facility, of which $2.6 million was undrawn at January 5, 2009.

        Danco, based in Santa Clara, CA, provides machining and sheet metal work for short-run prototype and R&D work, as well as long-run production with a primary focus on high-tech customers including those in the medical equipment, aerospace and defense, semiconductor, and telecommunications industries. The company manufactures products using an in-house development team that partners with its customers' R&D departments.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Danco's business. Danco is a small market business with a narrow product line. In certain market segments, Danco's competitors have stronger brand recognition. Danco could be adversely affected by the aggressive actions of a competitor. A significant portion of Danco's business is dependent upon the high tech and medical R&D work and, as such, Danco would be subject to a downturn in the tech market as well as regulatory related halts of certain medical platforms. Danco is dependent upon a small group of managers for the execution of its business plan. The death, disability or departure by one or more of these individuals could have a negative impact on its business and operations.

        Our Adviser has entered into an investment banking agreement with Danco. Under the terms of the investment banking agreement, our Adviser has agreed to assist Danco with obtaining or structuring credit facilities, long-term loans or additional equity, to provide advice and administrative support in the management of Danco's credit facilities and other important contractual financial relationships, and to monitor and review Danco's capital structure and financial performance as it relates to raising additional debt and equity capital for growth and acquisitions. The investment banking agreement also provides that our Adviser will be available to assist and advise Danco in connection with adding key people to the management team that will lead to the development of best industry practices in business promotion, business development and employee and customer relations.

        Our vice chairman, chief operating officer and secretary, Terry Brubaker, and one of our managing directors, Virginia Rollins, are directors of Danco. The principal executive offices of Danco are located at 950 George Street, Santa Clara, California 95054.

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Galaxy Tool Holding Corporation

        We currently have invested approximately $21.4 million in Galaxy Tool Holding Corporation and its subsidiaries, which we refer to collectively as Galaxy. We invested approximately $21.4 million in Galaxy to purchase $4.1 million of redeemable preferred stock and common stock and approximately $17.25 million in second lien term debt.

        Galaxy, based in Winfield, KS, is a designer and manufacturer of precision tools for the business jet industry and of injection and blow molds for the plastics industry.

        Because of the relative size of this investment, we are significantly exposed to the risks associated with Galaxy's business. Galaxy is levered to the business jet and small aircraft manufacturing industry and has a degree of customer concentration within that industry. The company's performance will be affected by changes in the demand for business jets and the performance of its key customers in particular. The company will have to make investments in management to supplement the team and in new technology to keep abreast of changes in the aircraft manufacturing industry.

        Our Adviser has entered into an investment banking agreement with Galaxy. Under the terms of the investment banking agreement, our Adviser has agreed to assist Galaxy with obtaining or structuring credit facilities, long-term loans or additional equity, to provide advice and administrative support in the management of Galaxy's credit facilities and other important contractual financial relationships, and to monitor and review Galaxy's capital structure and financial performance as it relates to raising additional debt and equity capital for growth and acquisitions. The investment banking agreement also provides that our Adviser will be available to assist and advise Galaxy in connection with adding key people to the management team that will lead to the development of best industry practices in business promotion, business development and employee and customer relations.

        Our vice chairman, chief operating officer and secretary, Terry Brubaker, and one of our managing directors, Bob Pierce, are directors of Galaxy. The principal executive offices of Galaxy are located at 1111 Industrial Road, Winfield, Kansas 67156.

Subsequent Portfolio Activity

        On November 10, 2008, we invested approximately $10.7 million in Country Club Enterprises, LLC, which we refer to as CCE. The investment consisted of approximately $3.7 in convertible preferred stock and approximately $7.0 million in subordinated notes. CCE is one of the largest golf car distributors in the U.S and sells new and used golf cars and related golf car utility vehicles. CCE also provides parts and services as well as rental fleets for large tournaments.

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MANAGEMENT

        Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors currently consists of ten members, six of whom are not considered to be "interested persons" of Gladstone Investment as defined in Section 2(a)(19) of the 1940 Act. We refer to these individuals as our independent directors. Our Board of Directors elects our officers, who serve at the discretion of the Board of Directors.

Board Of Directors

        Under our certificate of incorporation, our directors are divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three year term. At each annual meeting of our stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. Information regarding our Board of Directors is as follows (the address for each director is c/o Gladstone Investment Corporation, 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102):

Name
  Age   Position   Director
Since
  Expiration
of Term
 

Interested Directors

                     

David Gladstone

  66  

Chairman of the Board and Chief Executive Officer(1)(2)

    2005     2010  

Terry L. Brubaker

  65  

Vice Chairman, Chief Operating Officer, Secretary and Director(1)(2)

    2005     2009  

George Stelljes III

  47  

Vice Chairman, Chief Investment Officer and Director(1)

    2005     2011  

David A.R. Dullum

  60  

President and Director(1)

    2005     2009  

Independent Directors

                     

Anthony W. Parker

  63  

Director(2)(3)(6)

    2005     2011  

Michela A. English

  59  

Director(3)(6)

    2005     2011  

Paul W. Adelgren

  66  

Director(4)(6)

    2005     2010  

Maurice W. Coulon

  66  

Director(4)(5)(6)

    2005     2009  

John H. Outland

  63  

Director(5)(6)

    2005     2010  

Gerard Mead

  65  

Director(3)(5)(6)

    2005     2011  

(1)
Interested person as defined in Section 2(a)(19) of the 1940 Act due to the director's position as our officer and/or employment by our Adviser.

(2)
Member of the executive committee.

(3)
Member of the audit committee.

(4)
Member of the ethics, nominating, and corporate governance committee.

(5)
Member of the compensation committee.

(6)
Each independent director serves as an alternate member of each committee for which they do not serve as a regular member. Messrs. Adelgren, Coulon and Outland serve as alternate members of the audit committee; Messrs. Adelgren and Parker and Ms. English serve as alternates on the compensation committee; and Messrs. Outland, Parker and Mead and Ms. English serve as alternates on the ethics, nominating and corporate governance committee. Alternate members of the committees serve and participate in meetings of the committees only in the event of an absence of a regular member of the committee.

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Executive Officers Who Are Not Directors

        Information regarding our executive officers who are not directors is as follows (the address for each executive officer is c/o Gladstone Investment Corporation, 1521 Westbranch Drive, Suite 200, McLean, Virginia 22102):

Name
  Age   Position

Mark Perrigo 

    39   Chief Financial Officer

Gary Gerson

    44   Treasurer

Independent Directors (in alphabetical order)

         Paul W. Adelgren.    Mr. Adelgren has served as a director since June 2005. Mr. Adelgren has also served as a director of Gladstone Commercial since August 2003 and a director of Gladstone Capital since January 2003. From 1997 to the present, Mr. Adelgren has served as the pastor of Missionary Alliance Church. From 1991 to 1997, Mr. Adelgren was pastor of New Life Alliance Church. From 1988 to 1991, Mr. Adelgren was vice president-finance and materials for Williams & Watts, Inc., a logistics management and procurement business located in Fairfield, NJ. Prior to joining Williams & Watts, Mr. Adelgren served in the United States Navy, where he served in a number of capacities, including as the director of the Strategic Submarine Support Department, as an executive officer at the Naval Supply Center, and as the director of the Joint Uniform Military Pay System. He is a retired Navy Captain. Mr. Adelgren holds an MBA from Harvard Business School and a BA from the University of Kansas.

         Maurice W. Coulon.    Mr. Coulon has served as a director since June 2005. Mr. Coulon has also served as a director of Gladstone Commercial and Gladstone Capital since August 2003. Since 2000, Mr. Coulon has been a private investor in real estate. From 1991 through his retirement in 2000, Mr. Coulon served as director of portfolio management for the Morgan Stanley Real Estate Fund. From 1980 to 1991, Mr. Coulon served as senior vice president of asset management for the Boston Company Real Estate Counsel, Inc. Mr. Coulon was a founder of the National Association of Real Estate Investment Managers and is a past president of the National Council of Real Estate Investment Fiduciaries. Mr. Coulon holds an MBA from Harvard Business School and a BSE from the University of Missouri.

         Michela A. English.    Ms. English has served as director since June 2005. Ms. English is President and CEO of Fight for Children, a non-profit charitable organization focused on providing high quality education and health care services to underserved youth in Washington, D.C. Ms. English has also been a director of Gladstone Commercial since August 2003, and a director of Gladstone Capital since June 2002. From March 1996 to March 2004, Ms. English held several positions with Discovery Communications, Inc., including president of Discovery Consumer Products, president of Discovery Enterprises Worldwide and president of Discovery.com. From 1991 to 1996, Ms. English served as senior vice president of the National Geographic Society and was a member of the National Geographic Society's Board of Trustees and Education Foundation Board. Prior to 1991, Ms. English served as vice president, corporate planning and business development for Marriott Corporation and as a senior engagement manager for McKinsey & Company. Ms. English currently serves as director of the Educational Testing Service (ETS), as a director of D.C. Preparatory Academy, a director of the District of Columbia Education Compact, a director of the National Women's Health Resource Center, a member of the Advisory Board of the Yale University School of Management, and as a member of the Virginia Institute of Marine Science Council. Ms. English is an emeritus member of the board of Sweet Briar College. Ms. English holds a Bachelor of Arts in International Affairs from Sweet Briar College and a Master of Public and Private Management degree from Yale University's School of Management.

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         Gerard Mead.    Mr. Mead has served as a director since December 2005. Mr. Mead has also served as a director of Gladstone Commercial and of Gladstone Capital since December 2005. Mr. Mead is chairman of Gerard Mead Capital Management, a firm which he founded in 2003 that provides investment management services to pension funds, endowments, insurance companies, and high net worth individuals. From 1966 to 2003 Mr. Mead was employed by the Bethlehem Steel Corporation, where he held a series of engineering, corporate finance and investment positions with increasing management responsibility. From 1987 to 2003 Mr. Mead served as chairman and pension fund manager of the Pension Trust of Bethlehem Steel Corporation and Subsidiary Companies. From 1972 to 1987 he served successively as investment analyst, director of investment research, and trustee of the Pension Trust, during which time he was also a corporate finance analyst and investor relations contact for institutional investors of Bethlehem Steel. Prior to that time Mr. Mead was a steel plant engineer. Mr. Mead holds an MBA from the Harvard Business School and a BSCE from Lehigh University.

         John H. Outland.    Mr. Outland has served as a director since June 2005. Mr. Outland has also served as a director of Gladstone Commercial and of Gladstone Capital since December 2003. From March 2004 to June 2006, he served as vice president of Genworth Financial, Inc. From 2002 to March 2004, Mr. Outland served as a managing director for 1789 Capital Advisors, where he provided market and transaction structure analysis and advice on a consulting basis for multifamily commercial mortgage purchase programs. From 1999 to 2001, Mr. Outland served as vice president of mortgage-backed securities at Financial Guaranty Insurance Company where he was team leader for bond insurance transactions, responsible for sourcing business, coordinating credit, loan files, due diligence and legal review processes, and negotiating structure and business issues. From 1993 to 1999, Mr. Outland was senior vice president for Citicorp Mortgage Securities, Inc., where he securitized non-conforming mortgage product. From 1989 to 1993, Mr. Outland was vice president of real estate and mortgage finance for Nomura Securities International, Inc., where he performed due diligence on and negotiated the financing of commercial mortgage packages in preparation for securitization. Mr. Outland holds an MBA from Harvard Business School and a bachelor's degree in Chemical Engineering from Georgia Institute of Technology.

         Anthony W. Parker.    Mr. Parker has served as a director since June 2005. Mr. Parker has also served as a director of Gladstone Commercial since August 2003 and as a director of Gladstone Capital since August 2001. In 1997 Mr. Parker founded Medical Funding Corporation, a company which purchased medical receivables, and has served as its chairman from inception to present. In the summer of 2000, Medical Funding Corporation purchased a Snelling Personnel Agency franchise in Washington, DC which provides full staffing services for the local business community. From 1992 to 1996, Mr. Parker was chairman of, and a 50 percent stockholder of, Capitol Resource Funding, Inc., or CRF, a commercial finance company. Mr. Parker practiced corporate and tax law for over 15 years: from 1980 to 1983, he practiced at Verner, Liipfert, Bernhard & McPherson and from 1983 to 1992, in private practice. From 1973 to 1977, Mr. Parker served as executive assistant to the administrator of the U.S. Small Business Administration. Mr. Parker received his J.D. and Masters in Tax Law from Georgetown Law Center and his undergraduate degree from Harvard College.

Interested Directors

         David Gladstone.    Mr. Gladstone is our founder and has served as our chief executive officer and chairman of our Board of Directors since our inception. Mr. Gladstone is also the founder of our Adviser and has served as its chief executive officer and chairman of its board of directors since its inception. Mr. Gladstone also founded and serves as the chief executive officer and chairman of the boards of directors of our affiliates, Gladstone Capital and Gladstone Commercial. Prior to founding the Gladstone Companies, Mr. Gladstone served as either chairman or vice chairman of the board of directors of American Capital Strategies, Ltd., a publicly traded leveraged buyout fund and mezzanine debt finance company, from June 1997 to August 2001. From 1974 to February 1997, Mr. Gladstone

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held various positions, including chairman and chief executive officer, with Allied Capital Corporation (a mezzanine debt lender), Allied Capital Corporation II (a subordinated debt lender), Allied Capital Lending Corporation (a small business lending company), Allied Capital Commercial Corporation (a real estate investment company), and Allied Capital Advisers, Inc., a registered investment adviser that managed the Allied companies. The Allied companies were the largest group of publicly-traded mezzanine debt funds in the United States and were managers of two private venture capital limited partnerships (Allied Venture Partnership and Allied Technology Partnership) and a private REIT (Business Mortgage Investors). From 1992 to 1997, Mr. Gladstone served as a director, president and chief executive officer of Business Mortgage Investors, a privately held mortgage REIT managed by Allied Capital Advisors, which invested in loans to small and medium-sized businesses. Mr. Gladstone is also a past director of Capital Automotive REIT, a real estate investment trust that purchases and net leases real estate to automobile dealerships. Mr. Gladstone served as a director of The Riggs National Corporation (the parent of Riggs Bank) from 1993 to May 1997 and of Riggs Bank from 1991 to 1993. He has served as a trustee of The George Washington University and currently is a trustee emeritus. He is a past member of the Listings and Hearings Committee of the National Association of Securities Dealers, Inc. He is a past member of the advisory committee to the Women's Growth Capital Fund, a venture capital firm that finances women-owned small businesses. Mr. Gladstone was the founder and managing member of The Capital Investors, LLC, a group of angel investors, and is currently a member emeritus. He is also the past chairman and past owner of Coastal Berry Company, LLC, a large strawberry farming operation in California. He is also the chairman and owner of Gladstone Land Corporation, a privately held company that has substantial farmland holdings in agriculture real estate in California. Mr. Gladstone holds an MBA from the Harvard Business School, an MA from American University and a BA from the University of Virginia. Mr. Gladstone has co-authored two books on financing for small and medium-sized businesses, Venture Capital Handbook and Venture Capital Investing.

         Terry Lee Brubaker.    Mr. Brubaker has been our vice chairman, chief operating officer, secretary and a director since our inception. Mr. Brubaker has also served as a director of our Adviser since its inception. He also served as president of our Adviser from its inception through February 2006, when he assumed the duties of vice chairman, chief operating officer and secretary. He has served as chief operating officer, secretary and as a director of Gladstone Capital since its inception. He also served as president of Gladstone Capital from May 2001 through April 2004, when he assumed the duties of vice chairman. Mr. Brubaker has also served chief operating officer, secretary and as a director of Gladstone Commercial since February 2003, and as president from February 2003 through July 2007, when he assumed the duties of vice chairman. In March 1999, Mr. Brubaker founded and, until May 1, 2003, served as chairman of Heads Up Systems, a company providing process industries with leading edge technology. From 1996 to 1999, Mr. Brubaker served as vice president of the paper group for the American Forest & Paper Association. From 1992 to 1995, Mr. Brubaker served as president of Interstate Resources, a pulp and paper company. From 1991 to 1992, Mr. Brubaker served as president of IRI, a radiation measurement equipment manufacturer. From 1981 to 1991, Mr. Brubaker held several management positions at James River Corporation, a forest and paper company, including vice president of strategic planning from 1981 to 1982, group vice president of the Groveton Group and Premium Printing Papers from 1982 to 1990, and vice president of human resources development in 1991. From 1976 to 1981, Mr. Brubaker was strategic planning manager and marketing manager of white papers at Boise Cascade. Previously, Mr. Brubaker was a senior engagement manager at McKinsey & Company from 1972 to 1976. Prior to 1972, Mr. Brubaker was a U.S. Navy fighter pilot. Mr. Brubaker holds an MBA from the Harvard Business School and a BSE from Princeton University.

         George Stelljes III.    Mr. Stelljes has served as our chief investment officer and a director since inception. Mr. Stelljes also served as our president from inception through April 2008, when he became a vice chairman. Mr. Stelljes has served as Gladstone Capital's chief investment officer since September 2002 and a director from August 2001 to September 2002, and then rejoined the Board of Directors in

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July 2003. He also served as executive vice president of Gladstone Capital from September 2002 through April 2004, when he assumed the duties of president. Mr. Stelljes has served as our Adviser's chief investment officer and a director of our Adviser since May 2003. He also served as executive vice president of our Adviser until February 2006, when he assumed the duties of president. Mr. Stelljes has served as chief investment officer of Gladstone Commercial since February 2003, and as a director since July 2007. He also served as executive vice president of Gladstone Commercial from February 2003 through July 2007, when he assumed the duties of president. Prior to joining Gladstone Mr. Stelljes served as a managing member of St. John's Capital, a vehicle used to make private equity investments. From 1999 to 2001, Mr. Stelljes was a co-founder and managing member of Camden Partners and Cahill Warnock & Company, private equity firms which finance high growth companies in the communications, education, healthcare, and business services sectors. From 1997 to 1999, Mr. Stelljes was a managing director and partner of Columbia Capital, a venture capital firm focused on investments in communications and information technology. From 1989 to 1997, Mr. Stelljes held various positions, including executive vice president and principal, with the Allied companies. Mr. Stelljes serves as a general partner and investment committee member of Patriot Capital and Patriot Capital II, private equity funds, and serves on the board of Intrepid Capital Management, a money management firm. He is also a former board member and regional president of the National Association of Small Business Investment Companies. Mr. Stelljes holds an MBA from the University of Virginia and a BA in Economics from Vanderbilt University.

         David A. R. Dullum.    Mr. Dullum has served as our president since April 2008, and as a director since June 2005. Mr. Dullum has been a senior managing director of our Adviser since February 2008, a director of Gladstone Commercial Corporation since August 2003, and a director of Gladstone Capital Corporation since August 2001. From 1995 to the present, Mr. Dullum has been a partner of New England Partners, a venture capital firm focused on investments in small and medium-sized business in the Mid-Atlantic and New England regions. Mr. Dullum is also the President and a director of Harbor Acquisition Corporation, an operating business with emphasis in the consumer and industrial sectors. Mr. Dullum also serves as a director of Simkar Corporation, a manufacturer of industrial and consumer lighting products and Fetco Home Decor, Inc., a designer and manufacturer of home decor products. From 1976 to 1990, Mr. Dullum was a managing general partner of Frontenac Company, a Chicago-based venture capital firm. Mr. Dullum holds an MBA from Stanford Graduate School of Business and a BME from the Georgia Institute of Technology.

Executive Officers Who Are Not Directors

         Mark Perrigo.    Mr. Perrigo has served as our chief financial officer since February 2008. From 1999 to April 2006, Mr. Perrigo held various positions, including Audit Senior Manager (2004-2006) with Ernst & Young LLP. From May 2006 to January 2008, Mr. Perrigo was a Vice President of Simplexity, Inc. (formerly Inphonic Inc.). Mr. Perrigo received his degree in accounting from George Mason University and is a licensed CPA in the State of Maryland.

         Gary Gerson.    Mr. Gerson has served as our treasurer since April 2006. Mr. Gerson has also served as treasurer of Gladstone Capital and Gladstone Commercial since April 2006 and of our Adviser since May 2006. From 2004 to early 2006, Mr. Gerson was Assistant Vice President of Finance at the Bozzuto Group, a real estate developer, manager and owner, where he was responsible for the financing of multi-family and for-sale residential projects. From 1995 to 2004 he held various finance positions, including Director, Finance from 2000 to 2004, at PG&E National Energy Group where he led, and assisted in, the financing of power generation assets. Mr. Gerson holds an MBA from the Yale School of Management, a B.S. in mechanical engineering from the U.S. Naval Academy, and is a CFA charter holder.

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Employment Agreements

        We are not a party to any employment agreements. Messrs. Gladstone, Brubaker and Stelljes have entered into employment agreements with our Adviser, whereby they are direct employees of our Adviser. The employment agreement of Mr. Stelljes provides for his nomination to serve as our chief investment officer.

Director Independence

        As required under the Nasdaq Global Select Market, or Nasdaq, listing standards, our Board of Directors annually determines each director's independence. The Nasdaq listing standards provide that a director of a business development company is considered to be independent if he or she is not an "interested person" of the Company, as defined in Section 2(a)(19) of the 1940 Act. Section 2(a)(19) of the 1940 Act defines an "interested person" to include, among other things, any person who has, or within the last two years had, a material business or professional relationship with the Company.

        Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and Gladstone Investment, our senior management and our independent registered public accounting firm and their respective affiliates, our Board of Directors affirmatively has determined that all of our directors are independent directors within the meaning of the applicable Nasdaq listing standards and are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act, except for Mr. Gladstone, our chairman and chief executive officer, Mr. Brubaker, our vice chairman, chief operating officer and secretary, Mr. Stelljes, our vice chairman and chief investment officer and Mr. Dullum, our president.

Committees of Our Board of Directors

        Executive Committee.    Membership of our executive committee is comprised of Messrs. Gladstone, Brubaker and Parker. The executive committee has the authority to exercise all powers of our Board of Directors except for actions that must be taken by the full Board of Directors under the Maryland General Corporation Law, including electing our chairman and president. Mr. Gladstone serves as chairman of the executive committee. The executive committee did not meet during the last fiscal year.

        Audit Committee.    The members of the audit committee are Messrs. Parker and Mead and Ms. English, and Messrs. Adelgren, Coulon and Outland serve as alternate members of the committee. Alternate members of the audit committee serve only in the event of an absence of a regular committee member. Mr. Parker serves as chairman of the audit committee. Each member and alternate member of the audit committee is an "independent director" as defined by Nasdaq rules and our own standards, and none of the members or alternate members of the audit committee are "interested persons" as defined in Section 2(a)(19) of the 1940 Act. The Board has unanimously determined that all members and alternate members of the audit committee qualify as "audit committee financial experts" within the meaning of the SEC rules and regulations. In addition, the Board has unanimously determined that all audit committee members and alternate members are financially literate under current Nasdaq rules and that at least one member has financial management expertise. The audit committee operates pursuant to a written charter and is primarily responsible for oversight of our financial statements and controls, assessing and ensuring the independence, qualifications and performance of the independent registered public accounting firm, approving the independent registered public accounting firm services and fees and reviewing and approving our annual audited financial statements before issuance, subject to board approval. The audit committee met eight times during the last fiscal year.

        Compensation Committee.    The members of the compensation committee are Messrs. Coulon, Outland and Mead, and Messrs. Adelgren and Parker and Ms. English serve as alternate members of the committee. Each member and alternate member of the compensation committee is independent for

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purposes of the 1940 Act and The Nasdaq Global Select Market listing standards. Mr. Coulon serves as chairman of the compensation committee. The compensation committee operates pursuant to a written charter and conducts periodic reviews of our Advisory Agreement and our Administration Agreement to evaluate whether the fees paid to our Adviser under the Advisory Agreement, and the fees paid to our Administrator under the Administration Agreement, respectively, are in the best interests of us and our stockholders. The committee considers in such periodic reviews, among other things, whether the salaries and bonuses paid to our executive officers by our Adviser and our Administrator are consistent with our compensation philosophies and the performance of our Adviser, are reasonable in relation to the nature and quality of services performed, and whether the provisions of the Advisory and Administration Agreements are being satisfactorily performed. The compensation committee met five times during the last fiscal year.

        Ethics, Nominating, and Corporate Governance Committee.    The members of the ethics, nominating, and corporate governance committee are Messrs. Adelgren and Coulon and Messrs. Outland, Parker and Mead and Ms. English serve as alternate members of the committee. Each member and alternate member of the ethics, nominating and corporate governance committee is independent for purposes of the 1940 Act and The Nasdaq Global Select Market listing standards. Mr. Adelgren serves as chairman of the ethics, nominating, and corporate governance committee. The ethics, nominating, and corporate governance committee operates pursuant to a written charter and is responsible for selecting, researching, and nominating directors for election by our stockholders, selecting nominees to fill vacancies on the board or a committee of the board, developing and recommending to the board a set of corporate governance principles, and overseeing the evaluation of the board and our management. The committee is also responsible for our Code of Business Conduct and Ethics. The committee met five times during the last fiscal year.

        Nominations for election to our Board of Directors may be made by our Board of Directors, or by any stockholder entitled to vote for the election of directors. Although there is not a formal list of qualifications, in discharging its responsibilities to nominate candidates for election to our Board of Directors, the ethics, nominating and corporate governance committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements, being over 21 years of age, having business experience, and possessing high moral character. In nominating candidates to fill vacancies created by the expiration of the term of a member, the committee's process for identifying and evaluating nominees includes reviewing such directors' overall service to us during their term, including the number of meetings attended, level of participation, quality of performance, and any transactions of such directors with us during their term. In addition, the committee may consider recommendations for nomination from any reasonable source, including officers, directors and stockholders of our company according to the foregoing standards.

        Nominations made by stockholders must be made by written notice (setting forth the information required by our bylaws) received by the secretary of our company at least 120 days in advance of an annual meeting or within 10 days of the date on which notice of a special meeting for the election of directors is first given to our stockholders.

        Meetings.    During the fiscal year ended March 31, 2008, each Board member attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served.

Summary of Compensation

Executive Compensation

        None of our executive officers receive direct compensation from us. We do not currently have any employees and do not expect to have any employees in the foreseeable future. The services necessary for the operation of our business are provided to us by our officers and the other employees of our Adviser and Administrator, pursuant to the terms of the Advisory and Administration Agreements,

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respectively. Mr. Gladstone, our chairman and chief executive officer, Mr. Brubaker, our chief operating officer, a vice chairman of our Board of Directors and our secretary, Mr. Stelljes, our chief investment officer and a vice chairman of our Board of Directors, and Mr. Dullum, our president and a director, are all employees of and compensated directly by our Adviser. Mr. Perrigo, our chief financial officer, and Mr. Gerson, our treasurer, are employees of our Administrator. Under the Administration Agreement, we reimburse our Administrator for our allocable portion of the salaries of Mr. Gerson, our treasurer, and Mr. Perrigo, our chief financial officer. Mr. Perrigo was appointed as our chief financial officer on February 19, 2008. From that date through the end of our last fiscal year, March 31, 2008, $4,008 of Mr. Perrigo's salary was paid by our Administrator and reimbursed by us. Harry Brill served as our chief financial officer prior to Mr. Perrigo's appointment. During our last fiscal year, our Administrator paid, and we reimbursed, $48,774 of Mr. Brill's salary, $4,108 of his bonus, and $7,284 of the cost of his benefits during the period that he served as our chief financial officer. For the fiscal year ended March 31, 2007, we reimbursed $43,154 of Mr. Brill's salary, $6,854 of his bonus and $4,916 of the cost of his benefits that were paid by our Administrator. For the period from June 22, 2005 (commencement of operations) through March 31, 2006, we reimbursed $36,318 of Mr. Brill's salary, $6,189 of his bonus and $4,437 of the cost of his benefits that were paid by our Administrator.

Compensation of Directors

        The following table shows, for the fiscal year ended March 31, 2008, compensation awarded to or paid to our directors who are not executive officers, which we refer to as our non-employee directors for all services rendered to us during this period. No compensation is paid to directors who are our executive officers for their service on the Board of Directors. We do not issue stock options and therefore have no information to report relating to stock option grants and exercises for our three highest paid executive officers.

Name of Person, Position
  Aggregate
Compensation
from the
Company
  Pension or
Retirement
Benefits Accrued
as Part of Company
Expenses
  Securities
Underlying
Options
  Total
Compensation
from Company
Paid to
Directors
 

Paul W. Adelgren
Director

  $ 31,000   $ 0     0   $ 31,000  

Maurice W. Coulon
Director

  $ 36,000   $ 0     0   $ 36,000  

David A.R. Dullum(1)
Director

  $ 33,000   $ 0     0   $ 33,000  

Michela A. English
Director

  $ 33,000   $ 0     0   $ 33,000  

John H. Outland
Director

  $ 30,000   $ 0     0   $ 30,000  

Anthony W. Parker
Director

  $ 36,000   $ 0     0   $ 36,000  

Gerard Mead
Director

  $ 30,000   $ 0     0   $ 30,000  

        As compensation for serving on the Board during the fiscal year ended March 31, 2008, each of the non-employee directors received an annual fee of $20,000, a Board meeting fee of $1,000 per each meeting of the Board attended, and an additional $1,000 committee meeting fee for attending each

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committee meeting if such committee meeting took place on a day other than when the full Board met. In addition, the audit committee chairman received an annual fee of $3,000, and the chairmen of each of the compensation and ethics, nominating and corporate governance committees received annual fees of $1,000. We also reimbursed our directors for reasonable out-of-pocket expenses incurred in connection with their services, including those incurred for attendance at meetings of the Board and its committees. During the fiscal year ended March 31, 2008, the total cash compensation paid to non-employee directors was $229,000.

Deferred Compensation Plan

        On July 11, 2006, we adopted the Joint Directors Nonqualified Excess Plan of Gladstone Commercial Corporation, Gladstone Capital Corporation and Gladstone Investment Corporation, which we refer to as the Deferred Compensation Plan. Effective January 1, 2007, the Deferred Compensation Plan provides our non-employee directors the opportunity to voluntarily defer director fees on a pre-tax basis, and to invest such deferred amounts in self-directed investment accounts. The Deferred Compensation Plan does not allow us to make discretionary contributions to the account of any director.

Certain Transactions

Management Services

        Our Adviser is a Delaware corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Subject to the overall supervision of our Board of Directors, our Adviser provides investment advisory and management services to us. Under the terms of our Advisory Agreement, our Adviser has investment discretion with respect to our capital and, in that regard:

        Our Adviser's services under the Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to us are not impaired.

Portfolio Management

        Our Adviser takes a team approach to portfolio management; however, the following persons are primarily responsible for the day-to-day management of our portfolio and comprise our Adviser's investment committee: David Gladstone, Terry Lee Brubaker and George Stelljes III, whom we refer to collectively as the Portfolio Managers. Our investment decisions are made on our behalf by the investment committee of our Adviser by unanimous decision.

        Mr. Gladstone is the chairman and the chief executive officer of the Adviser, since he founded the Adviser in 2002, along with Mr. Brubaker and Mr. Stelljes. Mr. Brubaker has served as the vice chairman, chief operating officer and secretary of the Adviser since 2002. Mr. Stelljes has served as the president and chief investment officer of the Adviser since 2002. For more complete biographical

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information on Messrs. Gladstone, Brubaker and Stelljes, please see "Management—Interested Directors."

        The Portfolio Managers are all officers or directors, or both, of our Adviser and our Administrator. David Gladstone is the controlling stockholder of our Adviser, which is the sole member of our Administrator. Although we believe that the terms of the Advisory Agreement are no less favorable to us than those that could be obtained from unaffiliated third parties in arms' length transactions, our Adviser and, its officers and its directors have a material interest in the terms of this agreement. Based on an analysis of publicly available information, the Board believes that the terms and the fees payable under the Advisory Agreement are similar to those of the agreements of other business development companies that do not have equity incentive plans with their external investment advisers.

        Our Adviser provides investment advisory services to other investment funds in the Gladstone Companies. As such, the Portfolio Managers also are primarily responsible for the day-to-day management of the portfolios of other pooled investment vehicles in the Gladstone Companies that are managed by the Adviser. As of the date hereof, Messrs. Gladstone, Brubaker, and Stelljes are primarily responsible for the day-to-day management of the portfolios of Gladstone Capital Corporation, another publicly-traded business development company, Gladstone Commercial Corporation, a publicly-traded real estate investment trust, and Gladstone Land Corporation, a private company controlled by Mr. Gladstone that owns farmland in California. As of September 30, 2008, the Adviser had an aggregate of approximately $1,221.2 million in total assets under management.

Possible Conflicts of Interest

        Our Portfolio Managers provide investment advisory services and serve as officers, directors or principals of the other Gladstone Companies, which operate in the same or a related line of business as we do. Accordingly, they have corresponding obligations to investors in those entities. For example, Mr. Gladstone, our chairman and chief executive officer, is chairman of the board and chief executive officer of the Adviser, Gladstone Capital, Gladstone Commercial, and Gladstone Land with management responsibilities for the other members of the Gladstone Companies. In addition, Mr. Brubaker, our vice chairman, chief operating officer and secretary, is vice chairman, chief operating officer and secretary of the Adviser, Gladstone Capital and Gladstone Commercial, and Mr. Stelljes, our vice chairman and chief investment officer, is president and chief investment officer of the Adviser, Gladstone Capital and Gladstone Commercial. Moreover, we may establish other investment vehicles which from time to time may have potentially overlapping investment objectives with those of Gladstone Capital and accordingly may invest in, whether principally or secondarily, asset classes similar to those targeted by us. While the Adviser generally has broad authority to make investments on behalf of the investment vehicles that it advises, our Adviser has adopted investment allocation procedures to address these potential conflicts and intends to direct investment opportunities to the member of the Gladstone Companies with the investment strategy that most closely fits the investment opportunity. Nevertheless, the Portfolio Managers may face conflicts in the allocation of investment opportunities to other entities managed by our Adviser. As a result, it is possible that certain investment opportunities may not be available to other members of the Gladstone Companies or investment funds managed by our Adviser. When the officers of the Adviser identify an investment, they will be forced to choose which investment fund should make the investment in accordance with their investment allocation procedures.

        Our affiliate, Gladstone Commercial, may lease property to portfolio companies that we do not control under certain circumstances. We may pursue such transactions only if (i) the portfolio company is not controlled by us or any of our affiliates, (ii) the portfolio company satisfies the tenant underwriting criteria that meets the lease underwriting criteria of Gladstone Commercial, and (iii) the transaction is approved by a majority of our independent directors and a majority of the independent

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directors of Gladstone Commercial. We expect that any such negotiations between Gladstone Commercial and our portfolio companies would result in lease terms consistent with the terms that the portfolio companies would be likely to receive were they not portfolio companies of ours. Additionally, we may make simultaneous investments in senior syndicated loans with our affiliate, Gladstone Capital. In this regard, our Adviser has adopted allocation procedures designed to ensure fair and equitable allocations of such investments.

Portfolio Manager Compensation

        The Portfolio Managers receive compensation from our Adviser in the form of a base salary plus a bonus. Each of the Portfolio Managers' base salaries is determined by a review of salary surveys for persons with comparable experience who are serving in comparable capacities in the industry. Each Portfolio Manager's base salary is set and reviewed yearly. Like all employees of the Adviser, a Portfolio Manager's bonus is tied to the performance of the Adviser and the entities that it advises. A Portfolio Manager's bonus increases or decreases when the Adviser's income increases or decreases. The Adviser's income, in turn, is directly tied to the management and performance fees earned in managing its investment funds, including the Company. Pursuant to the investment advisory and management agreement between the Adviser and the Company, the Adviser receives an incentive fee based on net investment income in excess of the hurdle rates and capital gains as set out in the investment advisory and management agreement.

        All compensation of the Portfolio Managers from the Adviser takes the form of cash. Each of the Portfolio Managers may elect to defer some or all of his bonus through the Adviser's deferred compensation plan. The Portfolio Managers are also portfolio managers for other members of the Gladstone Companies, two of which (Gladstone Capital and Gladstone Commercial) have had stock option plans through which the Portfolio Managers have previously received options to purchase stock of those entities. However, Gladstone Capital terminated its stock option plan effective September 30, 2006 and Gladstone Commercial terminated its stock option plan effective December 31, 2006. These plan terminations were effected in connection with the implementation of new advisory agreements between each of Gladstone Capital and Gladstone Commercial with our Adviser, which have been approved by their respective stockholders. All outstanding, unexercised options under the Gladstone Capital plan were terminated effective September 30, 2006, and all outstanding, unexercised options under the Gladstone Commercial plan were terminated effective December 31, 2006.

Fees under the Investment Advisory and Management Agreement

        In accordance with the Advisory Agreement, we pay our Adviser fees, as compensation for its services, consisting of a base management fee and an incentive fee.

        The base management fee is computed and payable quarterly and is assessed at an annual rate of 2.0%. Through December 31, 2006, it was computed on the basis of the average value of our gross invested assets at the end of the two most recently completed quarters, which were total assets less the cash proceeds and cash and cash equivalents from the proceeds of our initial public offering that were not invested in debt and equity securities of portfolio companies. Beginning on January 1, 2007, the base management fee is computed on the basis of the average value of our gross assets at the end of the two most recently completed quarters, which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings.

        On January 9, 2007, our Board of Directors accepted an unconditional and irrevocable voluntary waiver from the Adviser to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings under our credit facility were used to purchase such syndicated loan participations. This waiver remains in effect and was

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applied through September 30, 2008 and any waived fees may not be recouped by our Adviser in the future.

        When our Adviser receives fees from our portfolio companies, 50% of certain of these fees are credited against the base management fee that we would otherwise be required to pay to our Adviser.

        In addition, our Adviser services the loans held by Business Investment, in return for which our Adviser receives a 2.0% annual fee based on the monthly aggregate balance of loans held by Business Investment. Since we own these loans, all loan servicing fees paid to our Adviser are treated as reductions against the 2.0% base management fee. Overall, the base management fee due to our Adviser cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year.

        The incentive fee consists of two parts: an income-based incentive fee and a capital gains incentive fee. The income-based incentive fee rewards our Adviser if our quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets (the "hurdle rate"). We pay our Adviser an income incentive fee with respect to our pre-incentive fee net investment income in each calendar quarter as follows:

        The second part of the incentive fee is a capital gains 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% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to our Adviser, we calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences 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 amounts by which the net sales price of each investment, when sold, is less than the original cost of such investment since our inception. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the original cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year equals 20% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.

        During the six months ended September 30, 2008, we incurred a base management fee of $861,418 and we recognized aggregate credits against the base management fee of $1,269,858, resulting from investment banking fees paid to our Adviser under the Advisory Agreement. For the fiscal years ended March 31, 2008 and 2007, we incurred a base management fee of $1,802,602 and $2,413,116, respectively, and we recognized aggregate credits against the base management fee of $2,808,871 and $877,583, respectively, resulting from investment banking fees paid to our Adviser under the Advisory

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Agreement. For the period June 22, 2005 (commencement of operations) to March 31, 2006, we incurred a base management fee of $915,360 and we recognized aggregate credits against the base management fee of $554,589, resulting from investment banking fees paid to our Adviser under the Advisory Agreement.

Duration and Termination

        Unless terminated earlier as described below, the Advisory Agreement will remain in effect from year to year if approved annually by our Board of Directors or by the affirmative vote of the holders of a majority of our outstanding voting securities, including, in either case, approval by a majority of our directors who are not interested persons. On July 9, 2008, we renewed the Advisory Agreement through August 31, 2009. The Advisory Agreement will automatically terminate in the event of its assignment. The Advisory Agreement may be terminated by either party without penalty upon 60 days' written notice to the other. See "Risk Factors—We are dependent upon our key management personnel and the key management personnel of our Adviser, particularly David Gladstone, George Stelljes III, Terry Lee Brubaker and David Dullum, and on the continued operations of our Adviser, for our future success."

        Pursuant to the Administration Agreement, our Administrator furnishes us with clerical, bookkeeping and record keeping services and our Administrator also performs, or oversees the performance of, our required administrative services, which include, among other things, being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC. In addition, our Administrator assists us in determining and publishing our net asset value, oversees the preparation and filing of our tax returns, the printing and dissemination of reports to our stockholders, and generally oversees the payment of our expenses and the performance of administrative and professional services rendered to us by others. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of our Administrator's overhead in performing its obligations under the Administration Agreement, including rent and our allocable portion of the salaries and benefits expenses of our chief financial officer, chief compliance officer, controller, treasurer and their respective staffs. On July 9, 2008, we renewed the Administration Agreement through August 31, 2009.

        During the six months ended September 30, 2008, we recorded fees of $447,000 to the Administrator under the Administration Agreement. During the fiscal years ended March 31, 2008 and March 31, 2007, we paid total fees of approximately $855,086 and $526,595, respectively, to our Administrator under the Administration Agreement. For the period June 22, 2005 (commencement of operations) to March 31, 2006, we paid total fees of approximately $288,471 to our Administrator under the Administration Agreement.

        Based on an analysis of publicly available information, the Board believes that the terms and the fees payable under the Administration Agreement are similar to those of the agreements of other business development companies that do not have equity incentive plans with their external investment advisers.

        David Gladstone, Terry Lee Brubaker, George Stelljes III, David Dullum and Gary Gerson are all officers or directors, or both, of our Adviser and our Administrator. David Gladstone is the controlling stockholder of our Adviser, which is the sole member of our Administrator. Although we believe that the terms of the Administration Agreement are no less favorable to us than those that could be obtained from unaffiliated third parties in arms' length transactions, our Adviser and its officers and its directors have a material interest in the terms of this agreement.

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        Our Adviser services our loan portfolio pursuant to a loan servicing agreement with our wholly-owned subsidiary, Business Investment, in return for a 2.0% annual fee, based on the monthly aggregate outstanding loan balance of the loans pledged under our credit facility. Effective in April 2006, our Adviser's board of directors voted to reduce the portion of the 2.0% annual fee to 0.5% for senior syndicated loans. Loan servicing fees paid to our Adviser under this agreement directly reduce the amount of fees payable under the Advisory Agreement. Loan servicing fees of $5,013,503, $1,568,854 and $2,511,000 were incurred for the fiscal years ended March 31, 2008 and March 31, 2007 and the six months ended September 30, 2008, respectively, all of which were directly credited against the amount of the base management fee due to our Adviser under the Advisory Agreement. No loan servicing fees were incurred for the period June 22, 2005 (commencement of operations) to March 31, 2006. No loan servicing fees were incurred for the period June 22, 2005 (commencement of operations) to March 31, 2006.

Indemnification

        The Advisory Agreement and the Administration Agreement each provide that, absent willful misfeasance, bad faith, or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, our Adviser and our Administrator, as applicable, and their respective officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with them are entitled to indemnification from us for any damages, liabilities, costs, and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of our Adviser's services under the Advisory Agreement or otherwise as an investment adviser of us and from the rendering of our Administrator's services under the Administration Agreement or otherwise as an administrator for us, as applicable.

        In our certificate of incorporation and bylaws, we have also agreed to indemnify certain officers and directors by providing, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as our director, officer or other agent, to the fullest extent permitted under Delaware law and our bylaws. Notwithstanding the foregoing, the indemnification provisions shall not protect any officer or director from liability to us or our stockholders as a result of any action that would constitute willful misfeasance, bad faith or gross negligence in the performance of such officer's or director's duties, or reckless disregard of his or her obligations and duties.

        We have entered into a license agreement with our Adviser pursuant to which our Adviser has granted us a non-exclusive license to use the name "Gladstone" and the Diamond G trademark. Other than with respect to this limited license, we have no legal right to use either the "Gladstone" name or the Diamond G trademark.

        The license agreement required us to pay to our Adviser a royalty fee of $1 per quarter through March 31, 2008. The amount of the licensing fee is negotiated every year by our compensation committee and approved by a majority of our independent directors. Effective April 1, 2008, the fee was increased to $10 per quarter as a result of our last negotiation. The license arrangement will terminate in the event that our Adviser is no longer our investment adviser.

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CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

        The following table sets forth, as of January 5, 2009 (unless otherwise indicated), the beneficial ownership of each current director, each of the executive officers, the executive officers and directors as a group and each stockholder known to our management to own beneficially more than 5% of the outstanding shares of common stock. Except as otherwise noted, the address of the individuals below is c/o Gladstone Investment Corporation, 1521 Westbranch Drive, Suite 200, McLean, VA 22102.

 
  Beneficial Ownership(1)
Name and Address
  Number of
Shares
  Percent of
Total
  Dollar Range of
Equity
Securities
of the Company
Owned
by Directors and
Executive Officers(2)
  Aggregate Dollar
Range of Equity
Securities of all
Funds by
Directors and
Executive Officers
in Family of
Investment
Companies(2)(3)

Executive Officers and Directors:

                   
 

David Gladstone

    185,776     *   Over $100,000   Over $100,000
 

Terry Lee Brubaker(4)

    16,262     *   $50,001-$100,000   Over $100,000
 

George Stelljes III

    21,450     *   Over $100,000   Over $100,000
 

Mark Perrigo

    577     *   $1,000-$10,000   $1,000-$10,000
 

Gary Gerson(5)

    578     *   $1,000-$10,000   $1,000-$10,000
 

Anthony W. Parker

    5,976     *   $10,001-$50,000   Over $100,000
 

David A.R. Dullum(6)

    20,167     *   $50,001-$100,000   Over $100,000
 

Michela A. English

    1,333     *   $1,000-$10,000   $50,001-$100,000
 

Paul Adelgren

    1,588     *   $1,000-$10,000   $10,001-$50,000
 

Maurice Coulon

    0     *   None   $1,000-$10,000
 

John H. Outland

    1,764     *   $1,000-$10,000   $10,001-$50,000
 

Gerard Mead

    8,979     *   $10,001-$50,000   $50,001-$100,000
 

All executive officers and directors as a group (12 persons)

    264,450     1.2 % N/A   N/A

Other Stockholders:

                   
 

Burgundy Asset Management Ltd.(7)
181 Bay Street, Suite 4510
Toronto, Ontario M5J 2T3

    1,478,452     6.7 % N/A   N/A

*
Less than 1%

(1)
This table is based upon information supplied by officers, directors and principal stockholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and sole investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 22,080,133 shares outstanding on January 5, 2009.

(2)
Ownership calculated in accordance with Rule 16a-1(a)(2) of the Exchange Act. The dollar range of our equity securities beneficially owned is calculated by multiplying the closing price of Common Stock as reported on The Nasdaq Global Select Market as of January 5, 2009, times the number of shares beneficially owned.

(3)
Each of our directors and executive officers, other than Mark Perrigo, is also a director or executive officer, or both, of Gladstone Capital Corporation, our affiliate and a business development company, and Gladstone Commercial Corporation, our affiliate and a real estate investment trust, each of which is also externally managed by our Adviser.

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(4)
Includes 3,347 shares held by Mr. Brubaker's spouse.

(5)
Includes 334 shares held by Mr. Gerson's spouse.

(6)
Includes 1,349 shares held by Mr. Dullum's spouse.

(7)
This information has been obtained from a Schedule 13G filed by Burgundy Asset Management Ltd., which we refer to as Burgundy, with the SEC on February 12, 2008. According to the Schedule 13G, Burgundy had sole voting and dispositive power with respect to all 1,478,452 shares reported as beneficially owned.


DIVIDEND REINVESTMENT PLAN

        We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our stockholders upon their election as provided below. As a result, if our Board of Directors authorizes, and we declare, a cash dividend, then our stockholders who have "opted in" to our dividend reinvestment plan will not receive cash dividends but, instead, such cash dividends will automatically be reinvested in additional shares of our common stock.

        Pursuant to our dividend reinvestment plan, if your shares of our common stock are registered in your own name you can have all distributions reinvested in additional shares of our common stock by BNY Mellon Shareowner Services, the plan agent, if you enroll in the dividend reinvestment plan by delivering an authorization form to the plan agent prior to the corresponding dividend declaration date. The plan agent will effect purchases of our common stock under the dividend reinvestment plan in the open market. If you do not elect to participate in the dividend reinvestment plan, you will receive all distributions in cash paid by check mailed directly to you (or if you hold your shares in street or other nominee name, then to your nominee) as of the relevant record date, by the plan agent, as our dividend disbursing agent. If your shares are held in the name of a broker or nominee or if you are transferring such an account to a new broker or nominee, you should contact the broker or nominee to determine whether and how they may participate in the dividend reinvestment plan.

        The plan agent serves as agent for the holders of our common stock in administering the dividend reinvestment plan. After we declare a dividend, the plan agent will, as agent for the participants, receive the cash payment and use it to buy common stock on the Nasdaq Global Select Market or elsewhere for the participants' accounts. The price of the shares will be the average market price at which such shares were purchased by the plan agent.

        Participants in the dividend reinvestment plan may withdraw from the dividend reinvestment plan upon written notice to the plan agent. Such withdrawal will be effective immediately if received not less than ten days prior to a dividend record date; otherwise, it will be effective the day after the related dividend distribution date. When a participant withdraws from the dividend reinvestment plan or upon termination of the dividend reinvestment plan as provided below, certificates for whole shares of common stock credited to his or her account under the dividend reinvestment plan will be issued and a cash payment will be made for any fractional share of common stock credited to such account.

        The plan agent will maintain each participant's account in the dividend reinvestment plan and will furnish monthly written confirmations of all transactions in such account, including information needed by the stockholder for personal and tax records. Common stock in the account of each dividend reinvestment plan participant will be held by the plan agent in non-certificated form in the name of such participant. Proxy materials relating to our stockholders' meetings will include those shares purchased as well as shares held pursuant to the dividend reinvestment plan.

        In the case of participants who beneficially own shares that are held in the name of banks, brokers or other nominees, the plan agent will administer the dividend reinvestment plan on the basis of the number of shares of common stock certified from time to time by the record holders as the amount

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held for the account of such beneficial owners. Shares of our common stock may be purchased by the plan agent through any of the underwriters, acting as broker or dealer.

        We pay the plan agent's fees for the handling or reinvestment of dividends and other distributions. Each participant in the dividend reinvestment plan pays a pro rata share of brokerage commissions incurred with respect to the plan agent's open market purchases in connection with the reinvestment of distributions. There are no other charges to participants for reinvesting distributions.

        Distributions are taxable whether paid in cash or reinvested in additional shares, and the reinvestment of distributions pursuant to the dividend reinvestment plan will not relieve participants of any U.S. federal income tax or state income tax that may be payable or required to be withheld on such distributions. For more information regarding taxes that our stockholders may be required to pay, see "Material U.S. Federal Income Tax Considerations."

        Experience under the dividend reinvestment plan may indicate that changes are desirable. Accordingly, we reserve the right to amend or terminate the dividend reinvestment plan as applied to any distribution paid subsequent to written notice of the change sent to participants in the dividend reinvestment plan at least 90 days before the record date for the distribution. The dividend reinvestment plan also may be amended or terminated by the plan agent with our prior written consent, on at least 90 days' written notice to participants in the dividend reinvestment plan. All correspondence concerning the reinvestment plan should be directed to the plan agent, BNY Mellon Shareowner Services, by mail at 480 Washington Boulevard, Jersey City, NJ 07310 or by phone at 800-274-2944.


MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our shares. This summary does not purport to be a complete description of the income tax considerations applicable to such an investment. For example, we have not described tax consequences that we assume to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, regulated investment companies, dealers in securities, pension plans and trusts, financial institutions, and those who hold our common stock as part of a straddle, conversion or other risk-reduction strategy. This summary assumes that investors hold our common stock as capital assets. The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as in effect as of the date of this prospectus and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will not seek any ruling from the Internal Revenue Service, which we refer to as the IRS, regarding this offering. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets in which we do not currently intend to invest.

Regulated Investment Company Status

        In order to maintain the qualification for treatment as a RIC under Subchapter M of the Code, we must distribute to our stockholders, for each taxable year, at least 90% of our investment company taxable income, which is generally our ordinary income plus short-term capital gains. We refer to this as the annual distribution requirement. We must also meet several additional requirements, including:

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        Failure to Qualify as a RIC.    If we are unable to qualify for treatment as a RIC, we will be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would we be required to make such distributions. Distributions would be taxable to our stockholders as dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder's tax basis, and then as a gain realized from the sale or exchange of property. If we fail to meet the RIC requirements for more than two consecutive years and then seek to requalify as a RIC, we would be required to recognize a gain to the extent of any unrealized appreciation on our assets unless we make a special election to pay corporate-level tax on any such unrealized appreciation recognized during the succeeding 10-year period. Absent such special election, any gain we recognized would be deemed distributed to our stockholders as a taxable distribution.

        Qualification as a RIC.    If we qualify as a RIC and distribute to stockholders each year in a timely manner at least 90% of our investment company taxable income, we will not be subject to federal income tax on the portion of our taxable income and gains we distribute to stockholders. We would, however, be subject to a 4% nondeductible federal excise tax if we do not distribute, actually or on a deemed basis, 98% of our income, including both ordinary income and capital gains. The excise tax would apply only to the amount by which 98% of our income exceeds the amount of income we distribute, actually or on a deemed basis, to stockholders. We will be subject to regular corporate income tax, currently at rates up to 35%, on any undistributed income, including both ordinary income and capital gains. We intend to retain some or all of our capital gains, but to designate the retained amount as a deemed distribution. In that case, among other consequences, we will pay tax on the retained amount, each stockholder will be required to include its share of the deemed distribution in income as if it had been actually distributed to the stockholder and the stockholder will be entitled to claim a credit or refund equal to its allocable share of the tax we pay on the retained capital gain. The amount of the deemed distribution net of such tax will be added to the stockholder's cost basis for its common stock. Since we expect to pay tax on any retained capital gains at our regular corporate capital gain tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual stockholders will be treated as having paid will exceed the tax they owe on the capital gain dividend and such excess may be claimed as a credit or refund against the stockholder's other tax obligations. A stockholder that is not subject to U.S. federal income tax or tax on long-term capital gains would be required to file a U.S. federal income tax return on the appropriate form in order to claim a refund for the taxes we paid. In order to utilize the deemed distribution approach, we must provide written notice to the stockholders prior to the expiration of 60 days after the close of the relevant tax year. We will also be subject to alternative minimum tax, but any tax preference items would be apportioned between us and our stockholders in

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the same proportion that dividends, other than capital gain dividends, paid to each stockholder bear to our taxable income determined without regard to the dividends paid deduction.

        If we acquire debt obligations that were originally issued at a discount, which would generally include loans we make that are accompanied by warrants, that bear interest at rates that are not either fixed rates or certain qualified variable rates or that are not unconditionally payable at least annually over the life of the obligation, we will be required to include in taxable income each year a portion of the OID that accrues over the life of the obligation. Such OID will be included in our investment company taxable income even though we receive no cash corresponding to such discount amount. As a result, we may be required to make additional distributions corresponding to such OID amounts in order to satisfy the annual distribution requirement and to continue to qualify as a RIC or to avoid the 4% excise tax. In this event, we may be required to sell temporary investments or other assets to meet the RIC distribution requirements. Through September 30, 2008, we incurred no OID income.

Taxation of Our U.S. Stockholders

        Distributions.    For any period during which we qualify for treatment as a RIC for federal income tax purposes, distributions to our stockholders attributable to our investment company taxable income generally will be taxable as ordinary income to stockholders to the extent of our current or accumulated earnings and profits. Any distributions in excess of our earnings and profits will first be treated as a nontaxable return of the stockholder's tax basis in his or her shares of our common stock and any distributions in excess of the stockholder's tax basis in such shares will be treated as a gain from the sale of such shares. Although distributions constituting a return of the stockholder's tax basis may not be taxable, such distributions may increase an investor's tax liability for capital gains upon sale of our shares. Distributions of our long-term capital gains, designated by us as such, will be taxable to stockholders as long-term capital gains regardless of the stockholder's holding period for its common stock and whether the distributions are paid in cash or invested in additional common stock. Corporate stockholders are generally eligible for the 70% dividends received deduction with respect to ordinary income, but not with respect to capital gain dividends to the extent such amount designated by us does not exceed the dividends received by us from domestic corporations. Any dividend declared by us in October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it were paid by us and received by the stockholders on December 31 of the previous year. In addition, we may elect to relate a dividend back to the prior taxable year if we (1) declare such dividend prior to the due date for filing our return for that taxable year, (2) make the election in that return, and (3) distribute the amount in the 12-month period following the close of the taxable year but not later than the first regular dividend payment following the declaration. Any such election will not alter the general rule that a stockholder will be treated as receiving a dividend in the taxable year in which the distribution is made, subject to the October, November, December rule described above.

        In general, the tax rates applicable to our dividends other than dividends designated as capital gain dividends will be the standard ordinary income tax rates, and not the lower federal income tax rate applicable to "qualified dividend income." If we distribute dividends that are attributable to actual dividend income received by us that is eligible to be, and is, designated by us as qualified dividend income, such dividends would be eligible for such lower federal income tax rate. For this purpose, "qualified dividend income" means dividends received by us from United States corporations and qualifying foreign corporations, provided that both we and the stockholder recipient of our dividend satisfy certain holding period and other requirements in respect of our shares (in the case of our stockholder) and the stock of such corporations (in our case). However, we do not anticipate receiving or distributing a significant amount of qualified dividend income.

        If a stockholder participates in our dividend reinvestment plan, (see "Dividend Reinvestment Plan") any distributions reinvested under the plan will be taxable to the stockholder to the same extent, and with

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the same character, as if the stockholder had received the distribution in cash. The stockholder will have an adjusted basis in the additional common shares purchased through the plan equal to the amount of the reinvested distribution. The additional shares will have a new holding period commencing on the day following the day on which the shares are credited to the stockholder's account.

        Sale of our Shares.    A U.S. stockholder generally will recognize taxable gain or loss if the U.S. stockholder sells or otherwise disposes of his, her or its shares of our common stock. Any gain arising from such sale or disposition generally will be treated as long-term capital gain or loss if the U.S. stockholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term capital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such shares. Under the tax law in effect as of the date of this prospectus, individual U.S. stockholders are subject to a maximum federal income tax rate of 15% on their net capital gain ( i.e., the excess of realized net long-term capital gain over realized net short-term capital loss for a taxable year) including any long-term capital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. stockholders currently are subject to federal income tax on net capital gain at the same rates applied to their ordinary income (currently up to a maximum of 35%). Capital losses are subject to limitations on use for both corporate and non-corporate stockholders.

        Backup Withholding.    We may be required to withhold federal income tax, or backup withholding, currently at a rate of 28%, from all taxable distributions to any non-corporate U.S. stockholder (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such stockholder is exempt from backup withholding, or (2) with respect to whom the IRS notifies us that such stockholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual's taxpayer identification number is generally his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. stockholder's federal income tax liability, provided that proper information is provided to the IRS.


REGULATION AS A BUSINESS DEVELOPMENT COMPANY

        We are a closed-end, non-diversified management investment company that has elected to be regulated as a business development company under Section 54 of the 1940 Act. As such, we are subject to regulation under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between business development companies and their affiliates, principal underwriters and affiliates of those affiliates or underwriters and requires that a majority of the directors be persons other than "interested persons," as defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a business development company unless approved by a majority of our outstanding voting securities.

        We intend to conduct our business so as to retain our status as a business development company. A business development company may use capital provided by public stockholders and from other sources to invest in long-term private investments in businesses. A business development company provides stockholders the ability to retain the liquidity of a publicly traded stock while sharing in the possible benefits, if any, of investing in primarily privately owned companies. In general, a business development company must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1) or (2) below.

Qualifying Assets

        Under the 1940 Act, a business development company may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at

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the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The types of qualifying assets in which we may invest under the 1940 Act include, but are not limited to, the following:

Asset Coverage

        We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least 200% immediately after each such issuance. In addition, while senior securities are outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary purposes. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or distribution is made with respect to our common stock or before any purchase of our common stock is made, the preferred stock, together with all other senior securities, must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on the preferred stock are in arrears by two years or more.

Significant Managerial Assistance

        For portfolio securities to be qualifying assets for the 70% test described above, the business development company generally must either exercise a controlling influence over the issuer of the securities or must make available to the issuer of the securities significant managerial assistance. However, with respect to certain, but not all such securities, where the business development company

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purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance, or the business development company may exercise such control jointly. Making available significant managerial assistance means, among other things, any arrangement whereby the business development company, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Investment Policies

        We seek to achieve a high level of current income and capital gains through investments in debt securities and preferred and common stock that we acquire in connection with buyouts and other recapitalizations. The following investment policies, along with these investment objectives, may not be changed without the approval of our Board of Directors.

        We will at all times conduct our business so as to retain our status as a business development company. In order to be deemed a business development company, we must be operated for the purpose of investing in certain categories of qualifying assets. In addition, we may not acquire any assets (other than non-investment assets necessary and appropriate to our operations as a business development company or qualifying assets) if, after giving effect to such acquisition, the value of our "qualifying assets" is less than 70% of the value of our total assets. We anticipate that the securities we seek to acquire, as well as temporary investments, will generally be qualifying assets.

        We will at all times endeavor to conduct our business so as to retain our status as a regulated investment company under the Code. In order to do so, we must meet income source, asset diversification and annual distribution requirements. We may issue senior securities, such as debt or preferred stock, to the extent permitted by the 1940 Act for the purpose of making investments, to fund share repurchases, or for temporary emergency or other purposes.


DESCRIPTION OF OUR SECURITIES

        Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share (our common stock and our preferred stock are collectively referred to as Capital Stock).

        The following description is a summary based on relevant provisions of our certificate of incorporation and bylaws and the Delaware General Corporation Law. This summary does not purport to be complete and is subject to, and qualified in its entirety by the provisions of our certificate of incorporation and bylaws, as amended, and applicable provisions of the Delaware General Corporation Law.

Common Stock

        All shares of our common stock have equal rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our Board of Directors and declared by us out of funds legally available therefor. Shares of our common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of a liquidation, dissolution or winding up of Gladstone Investment, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock will possess exclusive

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voting power. There is no cumulative voting in the election of directors, which means that holders of a majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such shares will be unable to elect any director.

Preferred Stock

        Our certificate of incorporation gives the Board of Directors the authority, without further action by stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon such preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, and liquidation preference, any or all of which may be greater than the rights of the common stock. Thus, the Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation, and could also decrease the market price of our common stock.

        You should note, however, that any issuance of preferred stock must comply with the requirements of the 1940 Act. The 1940 Act requires, among other things, that (1) immediately after issuance and before any dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if dividends on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. We have no present plans to issue any shares of our preferred stock, but believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings. If we offer preferred stock under this prospectus, we will issue an appropriate prospectus supplement. You should read that prospectus supplement for a description of our preferred stock, including, but not limited to, whether there will be an arrearage in the payment of dividends or sinking fund installments, if any, restrictions with respect to the declaration of dividends, requirements in connection with the maintenance of any ratio or assets, or creation or maintenance of reserves, or provisions for permitting or restricting the issuance of additional securities.

Subscription Rights

General

        We may issue subscription rights to our stockholders to purchase common stock. Subscription rights may be issued independently or together with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In connection with any subscription rights offering to our stockholders, we may enter into a standby underwriting arrangement with one or more underwriters pursuant to which such underwriters would purchase any offered securities remaining unsubscribed after such subscription rights offering to the extent permissible under applicable law. In connection with a subscription rights offering to our stockholders, we would distribute certificates evidencing the subscription rights and a prospectus supplement to our stockholders on the record date that we set for receiving subscription rights in such subscription rights offering.

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        The applicable prospectus supplement would describe the following terms of subscription rights in respect of which this prospectus is being delivered:

Exercise of Subscription Rights

        Each subscription right would entitle the holder of the subscription right to purchase for cash such amount of shares of common stock at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus supplement relating to the subscription rights offered thereby. Subscription rights may be exercised at any time up to the close of business on the expiration date for such subscription rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights would become void.

        Subscription rights may be exercised as set forth in the prospectus supplement relating to the subscription rights offered thereby. Upon receipt of payment and the subscription rights certificate properly completed and duly executed at the corporate trust office of the subscription rights agent or any other office indicated in the prospectus supplement we will forward, as soon as practicable, the shares of common stock purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable prospectus supplement.

Debt Securities

        Any debt securities that we issue may be senior or subordinated in priority of payment. We have no present plans to issue any debt securities. If we offer debt securities under this prospectus, we will provide a prospectus supplement that describes the ranking, whether senior or subordinated, the specific designation, the aggregate principal amount, the purchase price, the maturity, the redemption terms, the interest rate or manner of calculating the interest rate, the time of payment of interest, if any, the terms for any conversion or exchange, including the terms relating to the adjustment of any conversion or exchange mechanism, the listing, if any, on a securities exchange, the name and address of the trustee and any other specific terms of the debt securities.

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CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR
CERTIFICATE OF INCORPORATION AND BYLAWS

        The following description of certain provisions of Delaware law and of our certificate of incorporation and bylaws, as amended, is only a summary. For a complete description, we refer you to the Delaware General Corporation Law, our certificate of incorporation and our bylaws. We have filed our amended and restated certificate of incorporation and bylaws, as amended, as exhibits to the registration statement of which this prospectus is a part.

Classified Board of Directors

        Pursuant to our bylaws, as amended, our Board of Directors is divided into three classes of directors. Directors of each class are elected for a three-year term, and each year one class of directors will be elected by the stockholders. Any director elected to fill a vacancy shall serve for the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies. We believe that classification of our Board of Directors helps to assure the continuity and stability of our business strategies and policies as determined by our directors. Holders of shares of our common stock have no right to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the common stock are able to elect all of the successors of the class of directors whose terms expire at that meeting.

        Our classified board could have the effect of making the replacement of incumbent directors more time consuming and difficult. Because our directors may only be removed for cause, at least two annual meetings of stockholders, instead of one, will generally be required to effect a change in a majority of our Board of Directors. Thus, our classified board could increase the likelihood that incumbent directors will retain their positions. The staggered terms of directors may delay, defer or prevent a tender offer or an attempt to change control of us or another transaction that might involve a premium price for our common stock that might be in the best interest of our stockholders.

Removal of Directors

        Any director may be removed only for cause by the stockholders upon the affirmative vote of at least two-thirds of all the votes entitled to be cast at a meeting called for the purpose of the proposed removal. The notice of the meeting shall indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed.

Business Combinations

        Section 203 of the Delaware General Corporation Law generally prohibits "business combinations" between us and an "interested stockholder" for three years after the date of the transaction in which the person became an interested stockholder. In general, Delaware law defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling, or controlled by, the entity or person. These business combinations include:

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        Section 203 permits certain exemptions from its provisions for transactions in which:


Merger; Amendment of Certificate of Incorporation

        Under Delaware law, we will not be able to amend our certificate of incorporation or merge with another entity unless approved by the affirmative vote of stockholders holding at least a majority of the shares entitled to vote on the matter.

Term and Termination

        Our certificate of incorporation provides for us to have a perpetual existence. Pursuant to our certificate of incorporation, and subject to the provisions of any of our classes or series of stock then outstanding and the approval by a majority of the entire Board of Directors, our stockholders, at any meeting thereof, by the affirmative vote of a majority of all of the votes entitled to be cast on the matter, may approve a plan of liquidation and dissolution.

Advance Notice of Director Nominations and New Business

        Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of persons for election to our Board of Directors and the proposal of business to be considered by stockholders at the annual meeting may be made only:

        With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting of stockholders and nominations of persons for election to our Board of Directors may be made only:

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Possible Anti-Takeover Effect of Certain Provisions of Delaware Law and of Our Certificate of Incorporation and Bylaws

        The business combination provisions of Delaware law, the provisions of our bylaws regarding the classification of our Board of Directors and the restrictions on the transfer of stock and the advance notice provisions of our bylaws could have the effect of delaying, deferring or preventing a transaction or a change in the control that might involve a premium price for holders of common stock or otherwise be in their best interest.

Limitation on Liability of Directors and Officers; Indemnification and Advance of Expenses

        Our certificate of incorporation eliminates the liability of directors to the maximum extent permitted by Delaware law. In addition, our bylaws require us to indemnify our directors and executive officers, and allow us to indemnify other employees and agents, to the fullest extent permitted by law, subject to the requirements of the 1940 Act. Our bylaws obligate us to indemnify any present or former director or officer or any individual who, while a director or officer and at our request, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that person may incur by reason of his or her status as a present or former director or officer and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The certificate of incorporation and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of us in any of the capacities described above and any of our employees or agents or any employees or agents of our predecessor. In accordance with the 1940 Act, we will not indemnify any person for any liability to which such person would be subject by reason of such person's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

        Delaware law requires a corporation to indemnify a present or former director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. Delaware law permits a corporation to indemnify its present and former directors and officers, or any other person who is or was an employee or agent, or is or was serving at the request of a corporation as a director, officer, employee or agent of another entity, against liability for expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. In the case of a criminal proceeding, Delaware law further requires that the person to be indemnified have no reasonable cause to believe his or her conduct was unlawful. In the case of an action or suit by or in the right of a corporation to procure a judgment in its favor by reason of such person's service to the corporation, Delaware law provides that no indemnification shall be made with respect to any claim, issue or matter as to which such person has been adjudged liable to the corporation, unless and only to the extent that the court in which such an action or suit is brought determines, in view of all the circumstances of the case, that the person is fairly and reasonably entitled to indemnity. Insofar as certain members of our senior management team may from time to time serve, at the request of our Board of Directors, as directors of one or more of our portfolio companies, we may have indemnification obligations under our bylaws with respect to acts taken by our portfolio companies.

        Any payment to an officer or director as indemnification under our governing documents or applicable law or pursuant to any agreement to hold such person harmless is recoverable only out of our assets and not from our stockholders. Indemnification could reduce the legal remedies available to us and our stockholders against the indemnified individuals. This provision for indemnification of our

107



directors and officers does not reduce the exposure of our directors and officers to liability under federal or state securities laws, nor does it limit a stockholder's ability to obtain injunctive relief or other equitable remedies for a violation of a director's or an officer's duties to us or to our stockholders, although these equitable remedies may not be effective in some circumstances.

        In addition to any indemnification to which our directors and officers are entitled pursuant to our certificate of incorporation and bylaws and the Delaware General Corporation Law, our certificate of incorporation and bylaws provide that we may indemnify other employees and agents to the fullest extent permitted under Delaware law, whether they are serving us or, at our request, any other entity, including our Adviser and our Administrator.

        The general effect to investors of any arrangement under which any person who controls us or any of our directors, officers or agents is insured or indemnified against liability is a potential reduction in distributions to our stockholders resulting from our payment of premiums associated with liability insurance. In addition, indemnification could reduce the legal remedies available to us and to our stockholders against our officers, directors and agents. The SEC takes the position that indemnification against liabilities arising under the Securities Act is against public policy and unenforceable. As a result, indemnification of our directors and officers and of our Adviser or its affiliates may not be allowed for liabilities arising from or out of a violation of state or federal securities laws. Indemnification will be allowed for settlements and related expenses of lawsuits alleging securities laws violations and for expenses incurred in successfully defending any lawsuit, provided that a court either:


Conflict with 1940 Act

        Our bylaws provide that, if and to the extent that any provision of the Delaware General Corporation Law or any provision of our certificate of incorporation or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

108



SHARE REPURCHASES

        Shares of closed-end investment companies frequently trade at discounts to net asset value. We cannot predict whether our shares will trade above, at or below net asset value. The market price of our common stock is determined by, among other things, the supply and demand for our shares, our investment performance and investor perception of our overall attractiveness as an investment as compared with alternative investments. Our Board of Directors has authorized our officers, in their discretion and subject to compliance with the 1940 Act and other applicable law, to purchase on the open market or in privately negotiated transactions, outstanding shares of our common stock in the event that our shares trade at a discount to net asset value. We can not assure you that we will ever conduct any open market purchases and if we do conduct open market purchases, we may terminate them at any time.

        In addition, if our shares publicly trade for a substantial period of time at a substantial discount to our then current net asset value per share, our Board of Directors will consider authorizing periodic repurchases of our shares or other actions designed to eliminate the discount. Our Board of Directors would consider all relevant factors in determining whether to take any such actions, including the effect of such actions on our status as a RIC under the Internal Revenue Code and the availability of cash to finance these repurchases in view of the restrictions on our ability to borrow. We can not assure you that any share repurchases will be made or that if made, they will reduce or eliminate market discount. Should we make any such repurchases in the future, we expect that we would make them at prices at or below the then current net asset value per share. Any such repurchase would cause our total assets to decrease, which may have the effect of increasing our expense ratio. We may borrow money to finance the repurchase of shares subject to the limitations described in this prospectus. Any interest on such borrowing for this purpose would reduce our net income.


PLAN OF DISTRIBUTION

        We may sell the Securities through underwriters or dealers, directly to one or more purchasers, including existing stockholders in a rights offering, or through agents or through a combination of any such methods of sale. In the case of a rights offering, the applicable prospectus supplement will set forth the number of shares of our common stock issuable upon the exercise of each right and the other terms of such rights offering. Any underwriter or agent involved in the offer and sale of the Securities will also be named in the applicable prospectus supplement.

        The distribution of the Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, or at negotiated prices, provided, however, that in the case of our common stock, the offering price per share less any underwriting commissions or discounts must equal or exceed the net asset value per share of our common stock except (i) in connection with a rights offering to our existing stockholders, (ii) with the consent of the majority of our common stockholders, or (iii) under such other circumstances as the SEC may permit.

        In connection with the sale of the Securities, underwriters or agents may receive compensation from us or from purchasers of the Securities, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the Securities to or through dealers and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized by them on the resale of the Securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement. The

109



maximum commission or discount to be received by any Financial Industry Regulatory Authority, or FINRA, member or independent broker-dealer will not exceed 8%.

        We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell Securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third parties in such sale transactions will be underwriters and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).

        Any of our common stock sold pursuant to a prospectus supplement will be listed on The Nasdaq Global Select Market, or another exchange on which our common stock is traded.

        Under agreements into which we may enter, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by us against certain liabilities, including liabilities under the Securities Act. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary course of business.

        If so indicated in the applicable prospectus supplement, we will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase the Securities from us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be subject to the condition that the purchase of the Securities shall not at the time of delivery be prohibited under the laws of the jurisdiction to which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity or performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts.

        In order to comply with the securities laws of certain states, if applicable, the Securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the Securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.


CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

        Our securities are held under a custodian agreement with The Bank of New York Mellon Corp. The address of the custodian is: 2 Hanson Place, Sixth Floor, Brooklyn, NY 11217. Our assets are held under bank custodianship in compliance with the 1940 Act. Securities held through our wholly-owned subsidiary, Business Investment, are held under a custodian agreement with The Bank of New York Mellon Corp., which acts as collateral custodian pursuant to Business Investment's credit facility with Deutsche Bank AG and certain other parties. The address of the collateral custodian is 2 Hanson Place, Sixth Floor, Brooklyn, NY 11217. BNY Mellon Shareowner Services acts as our transfer and dividend paying agent and registrar. The principal business address of BNY Mellon Shareowner Services is 480 Washington Boulevard, Jersey City, New Jersey 07310, telephone number (800) 274-2944. BNY Mellon Shareowner Services also maintains an internet web site at http://stock.bankofny.com.

110



BROKERAGE ALLOCATION AND OTHER PRACTICES

        Since we generally acquire and dispose of our investments in privately negotiated transactions, we will infrequently use securities brokers or dealers in the normal course of our business. Subject to policies established by our Board of Directors, our Adviser will be primarily responsible for the execution of transactions involving publicly traded securities and the allocation of brokerage commissions in respect thereof, if any. In the event that our Adviser executes such transactions, we do not expect our Adviser to execute transactions through any particular broker or dealer, but we would expect our Adviser to seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm's risk and skill in positioning blocks of securities. While we expect that our Adviser generally will seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, our Adviser may select a broker based partly upon brokerage or research services provided to us, our Adviser and any of its other clients. In return for such services, we may pay a higher commission than other brokers would charge if our Adviser determines in good faith that such commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer viewed in terms either of the particular transaction or our Adviser's overall responsibilities with respect to all of our Adviser's clients.


LEGAL MATTERS

        The legality of securities offered hereby will be passed upon for us by Cooley Godward Kronish LLP, Reston, Virginia. Certain legal matters will be passed upon for the underwriters, if any, by the counsel named in the accompanying prospectus supplement.


EXPERTS

        The financial statements as of March 31, 2008 and March 31, 2007 and for each of the two years in the period ended March 31, 2008 and for the period from June 22, 2005 (commencement of operations) to March 31, 2006 and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) as of March 31, 2008 included in this prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

111



GLADSTONE INVESTMENT CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements

       

Report of Management on Internal Controls

    F-2  

Report of Independent Registered Public Accounting Firm

    F-3  

Consolidated Statement of Assets and Liabilities as of March 31, 2008 and March 31, 2007

    F-4  

Schedule of Investments as of March 31, 2008 and March 31, 2007

    F-5  

Consolidated Statement of Operations for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-12  

Consolidated Statement of Changes in Net Assets for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-13  

Consolidated Statement of Cash Flows for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-14  

Financial Highlights for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-15  

Notes to Consolidated Financial Statements

    F-16  

Unaudited Consolidated Financial Statements

       

Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2008 and March 31, 2008

    F-36  

Condensed Consolidated Schedule of Investments as of September 30, 2008 and March 31, 2008

    F-37  

Condensed Consolidated Statements of Operations for the three months ended September 30, 2008 and 2007

    F-45  

Condensed Consolidated Statements of Operations for the six months ended September 30, 2008 and 2007

    F-45  

Condensed Consolidated Statements of Changes in Net Assets for the six months ended September 30, 2008 and 2007

    F-46  

Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2008 and 2007

    F-47  

Financial Highlights for the three months ended September 30, 2008 and 2007

    F-48  

Financial Highlights for the six months ended September 30, 2008 and 2007

    F-48  

Notes to Condensed Consolidated Financial Statements

    F-50  

F-1


Management's Annual Report on Internal Control Over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets; (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

        Under the supervision and with the participation of our management, we assessed the effectiveness of our internal control over financial reporting as of March 31, 2008, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its assessment, management has concluded that our internal control over financial reporting was effective as of March 31, 2008.

        Our internal control over financial reporting as of March 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

F-2



Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Gladstone Investment Corporation:

        In our opinion, the accompanying consolidated statements of assets and liabilities, including the schedules of investments, and the related statements of operations, changes in net assets and cash flows and the financial highlights present fairly, in all material respects, the financial position of Gladstone Investment Corporation and its subsidiaries at March 31, 2008 and 2007, and the results of their operations, the changes in their net assets, their cash flows and their financial highlights for the two years ended March 31, 2008 and 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial highlights (hereafter referred to as "financial statements"), for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP
McLean, VA
May 21, 2008

F-3



GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

 
  March 31,
2008
  March 31,
2007
 

ASSETS

             

Non-Control/Non-Affiliate investments (Cost 3/31/08: 166,416,086; 3/31/07: $138,567,741)

  $ 142,739,216   $ 138,168,612  

Control investments (Cost 3/31/08: $138,353,930; 3/31/07: $116,302,372)

    145,406,928     113,016,491  

Affiliate investments (Cost 3/31/08: $46,034,721; 3/31/07: $19,750,000)

    47,457,910     19,762,500  
           

Total investments at fair value (Cost 3/31/08: $350,804,737; 3/31/07: $274,620,113)

    335,604,054     270,947,603  

Cash and cash equivalents

    9,360,154     37,788,941  

Interest receivable

    1,661,724     1,306,090  

Prepaid insurance

    90,521     83,819  

Deferred finance costs

    323,547     627,960  

Due from Custodian

    4,399,016     12,694,985  

Due from Adviser (Refer to Note 4)

    89,401     20,383  

Other assets

    764,675     120,434  
           

TOTAL ASSETS

  $ 352,293,092   $ 323,590,215  
           

LIABILITIES

             

Due to Administrator (Refer to Note 4)

  $ 208,346   $ 162,244  

Borrowings under line of credit

    144,834,500     100,000,000  

Accrued expenses

    716,107     523,698  

Other liabilities

    89,190     85,764  
           

Total Liabilities

    145,848,143     100,771,706  
           

NET ASSETS

  $ 206,444,949   $ 222,818,509  
           

ANALYSIS OF NET ASSETS:

             

Common stock, $0.001 par value, 100,000,000 shares authorized and 16,560,100 shares issued and outstanding

  $ 16,560   $ 16,560  

Capital in excess of par value

    224,172,532     226,553,515  

Net unrealized depreciation of investment portfolio

    (15,200,683 )   (3,672,510 )

Net unrealized depreciation of derivative

    (52,883 )    

Accumluated net investment income

    18,200     18,067  

Accumluted net realized loss

    (2,508,777 )   (97,123 )
           

TOTAL NET ASSETS

  $ 206,444,949   $ 222,818,509  
           

Net assets per share

  $ 12.47   $ 13.46  
           

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

F-4



GLADSTONE INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

MARCH 31, 2008

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

NON-CONTROL/NON-AFFILIATE INVESTMENTS

             
 

Syndicated Loans:

                     
 

Activant Solutions, Inc.

  Service—enterprise software and services   Senior Term Debt (6.7%, Due 5/2013)(3)   $ 1,733,583   $ 1,477,978  
 

Advanced Homecare Holdings, Inc.

  Service—home health nursing services   Senior Term Debt (6.4%, Due 8/2014)(3)     2,977,500     2,828,625  
 

Aeroflex, Inc.

  Service—provider of highly specialized electronic equipment   Senior Term Debt (6.4%, Due 8/2014)(3)     1,898,372     1,850,700  
 

Compsych Investments Corp.

  Service—employee assistance programs   Senior Term Debt (5.5%, Due 2/2012)(3)(5)     3,420,727     2,965,525  
 

CRC Health Group, Inc.

  Service—substance abuse treatment   Senior Term Debt (4.9%, Due 2/2012)(3)     9,877,749     8,536,079  
 

Critical Homecare Solutions, Inc.

  Service—home therapy and respiratory treatment   Senior Term Debt (6.1%, Due 1/2012)(3)(5)     4,504,919     4,480,485  
 

Dealer Computer Services, Inc.

  Manufacturing & Service—systems for automotive retailers   Senior Term Debt (6.8%, Due 9/2013)(3)     1,798,685     1,594,837  
 

Generac Acquisition Corp.

  Manufacturing—standby power products   Senior Term Debt (7.2%, Due 11/2013)(3)(5)     6,874,450     5,435,040  
 

Graham Packaging Holdings Company

  Manufacturing—plastic containers   Senior Term Debt (5.9%, Due 10/2011)(3)     5,420,126     4,937,965  
 

Hargray Communications Group, Inc.

  Service—triple-play (cable, phone, internet) provider   Senior Term Debt (4.9%, Due 6/2014)(3)     963,185     860,438  
 

HMTBP Acquisition II Corp.

  Service—aboveground storage tanks   Senior Term Debt (4.9%, Due 5/2014)(3)(5)     3,878,545     3,528,857  
 

Hudson Products Holdings, Inc.

  Manufacturing—heat transfer solutions   Senior Term Debt (7.0%, Due 12/2013)(3)     6,020,285     5,282,640  
 

Huish Detergents, Inc.

  Manufacturing—household cleaning products   Senior Term Debt (4.7%, Due 4/2014)(3)     1,986,084     1,652,513  
 

Hyland Software, Inc.

  Service—provider of enterprise content management software   Senior Term Debt (5.9%, Due 7/2013)(3)     3,955,378     3,670,800  
 

Interstate Fibernet, Inc.

  Service—provider of voice and data telecommunications services   Senior Term Debt (6.7%, Due 7/2013)(3)     9,931,890     9,675,750  
 

KIK Custom Products, Inc.

  Manufacturing—consumer products   Senior Term Debt (4.9%, Due 5/2014)(3)     3,980,901     2,746,200  
 

Kronos, Inc.

  Service—workforce management solutions   Senior Term Debt (5.0%, Due 6/2014)(3)     1,970,714     1,576,571  
 

Lexicon Marketing USA, Inc.

  Service—marketing to Hispanic community   Senior Term Debt (non-accrual)(3)(5)     2,947,401     412,374  
 

Local TV Finance, LLC

  Service—television station operator   Senior Term Debt (5.2%, Due 5/2013)(3)     995,027     823,775  
 

LVI Services, Inc.

  Service—asbestos and mold remediation   Senior Term Debt (7.5%, Due 11/2010)(3)(5)     6,369,315     5,083,000  
 

MedAssets, Inc.

  Service—pharmaceuticals and healthcare GPO   Senior Term Debt (5.2%, Due 10/2013)(3)(5)     4,004,130     3,702,248  
 

National Mentor Holdings, Inc.

  Service—home health care   Senior Term Debt (4.8%, Due 6/2013)(3)     1,967,937     1,671,886  
 

Network Solutions, LLC

  Service—internet domain solutions   Senior Term Debt (5.2%, Due 3/2014)(3)     9,195,574     7,355,236  
 

NPC International Inc.

  Service—Pizza Hut franchisee   Senior Term Debt (4.7%, Due 5/2013)(3)     2,894,936     2,536,828  
 

Open Solutions, Inc.

  Service—software outsourcing for financial institutions   Senior Term Debt (5.8%, Due 1/2014)(3)     2,677,881     2,196,368  
 

Ozburn-Hessey Holding Co. LLC

  Service—third party logistics   Senior Term Debt (6.3%, Due 8/2012)(3)     7,627,709     5,978,972  

F-5



GLADSTONE INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

MARCH 31, 2008

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

Pinnacle Foods Finance, LLC

  Manufacturing—branded food products   Senior Term Debt (7.4%, Due 4/2014)(3)   $ 3,971,171   $ 3,453,900  
 

PTS Acquisition Corp.

  Manufacturing—drug delivery and packaging technologies   Senior Term Debt (7.1%, Due 4/2014)(3)     6,947,500     5,696,950  
 

QTC Acquisition, Inc.

  Service—outsourced disability evaluations   Senior Term Debt (5.4%, Due 11/2012)(3)     1,929,829     1,638,071  
 

Radio Systems Corporation

  Service—design electronic pet containment products   Senior Term Debt (5.5%, Due 9/2013)(3)     1,966,212     1,806,875  
 

Rally Parts, Inc.

  Manufacturing—aftermarket motorcycle parts and accessories   Senior Term Debt (5.2%, Due 11/2013)(3)     2,485,560     2,073,750  
 

RPG Holdings, Inc.

  Manufacturing and design—greeting cards   Senior Term Debt (8.8%, Due 12/2011)(3)     4,552,952     3,869,271  
 

SafeNet, Inc.

  Service—chip encryption products   Senior Term Debt (7.1%, Due 4/2014)(3)     2,979,693     2,382,000  
 

SGS International, Inc.

  Service—digital imaging and graphics   Senior Term Debt (6.9%, Due 12/2011)(3)     1,594,148     1,429,595  
 

Stolle Machinery Company

  Manufacturing—can-making equipment and parts   Senior Term Debt (7.8%, Due 9/2012)(3)     494,103     458,025  
 

Survey Sampling, LLC

  Service—telecommunications-based sampling   Senior Term Debt (5.2%, Due 5/2011)(3)(5)     2,931,122     2,526,610  
 

Synagro Technologies, Inc.

  Service—waste treatment and recycling   Senior Term Debt (5.1%, Due 3/2014)(3)     498,338     421,813  
 

Triad Laboratory Alliance, LLC

  Service—regional medical laboratories   Senior Term Debt (5.9%, Due 12/2011)(3)(5)     4,900,117     4,154,375  
 

United Surgical Partners International, Inc.

  Service—outpatient surgical provider   Senior Term Debt (5.4%, Due 4/2014)(3)     1,320,000     1,151,700  
 

Wastequip, Inc.

  Service—process and transport waste materials   Senior Term Debt (4.9%, Due 2/2013)(3)     2,921,873     2,337,498  
 

WaveDivision Holdings, LLC

  Service—cable   Senior Term Debt (6.7%, Due 6/2014)(3)(5)     1,924,709     1,814,400  
 

West Corporation

  Service—business process outsourcing   Senior Term Debt (5.3%, Due 10/2013)(3)     3,356,756     2,928,770  
                     
 

Subtotal—Syndicated Loans

  $ 154,647,086   $ 131,005,293  
                     
 

Non-syndicated Loans

             
 

B-Dry, LLC

  Service—basement waterproofer   Revolving Credit Facility (7.3%, Due 10/2008)(7)
Senior Term Debt (10.0%, Due 5/2014)
Senior Term Debt (10.0%, Due 5/2014)
Common Stock Warrants(4)
    750,000
6,749,000
3,970,000
300,000
    750,000
6,749,000
3,970,000
264,923
 
                     
 

            11,769,000     11,733,923  
                     
 

Total Non-Control/Non-Affiliate Investments

  $ 166,416,086   $ 142,739,216  
                     
 

CONTROL INVESTMENTS

             
 

A. Stucki Holding Corp.

  Manufacturing—railroad freight car products   Senior Term Debt (7.6%, Due 3/2012)
Senior Term Debt (9.8%, Due 3/2012)(6)
Senior Subordinated Term Debt (13%, Due 3/2014)
Preferred Stock(4)
Common Stock(4)
  $



13,391,250
11,000,000
5,485,760
4,386,686
129,956
  $



13,391,250
11,000,000
5,485,760
4,748,005
10,061,662
 
                     
 

            34,393,652     44,686,677  
 

Acme Cryogenics, Inc.

  Manufacturing—manifolds and pipes for industrial gasses   Senior Subordinated Term Debt (11.5%, Due 3/2013)
Redeemable Preferred Stock(4)
Common Stock(4)
Common Stock Warrants(4)
    14,500,000
6,983,785
1,045,181
24,686
    14,500,000
7,795,487
2,977,335
290,537
 
                     
 

            22,553,652     25,563,359  

F-6



GLADSTONE INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

MARCH 31, 2008

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

ASH Holdings Corp.

  Retail and Service—school buses and parts   Revolver (non-accrual, Due 3/2010)(8)
Senior Subordinated Term Debt (non-accrual, Due 1/2012)
Preferred Stock(4)
Common Stock Warrants(4)
  $


750,000
5,250,000
2,500,000
3,680
  $





 
                     
 

            8,503,680      
 

Cavert II Holding Corp.

  Manufacturing—bailing wire   Revolving Credit Facility (8.0%, Due 10/2010)(9)
Senior Term Debt (8.3%, Due 10/2012)
Senior Term Debt (10.0%, Due 10/2012)(6)
Senior Subordinated Term Debt (13%, Due 10/2014)
Preferred Stock(4)
Common Stock(4)
    2,400,000
6,337,500
3,000,000
4,670,678
4,110,196
69,126
    2,400,000
6,337,500
3,000,000
4,670,678
4,251,632
687,807
 
                     
 

            20,587,500     21,347,617  
 

Chase II Holdings Corp.

  Manufacturing—traffic doors   Revolving Credit Facility (7.1% Due 3/2008)(10)
Senior Term Debt (8.8%, Due 3/2011)
Senior Term Debt (12.0% Due 3/2011)(6)
Subordinated Term Debt (13.0%, Due 3/2013)
Redeemable Preferred Stock(4)
Common Stock(4)
    3,280,000
9,900,000
7,840,000
6,167,810
6,960,806
61,384
    3,280,000
9,900,000
7,840,000
6,167,810
8,454,881
3,508,031
 
                     
 

            34,210,000     39,150,722  
 

Quench Holdings Corp.

  Service—sales, installation and service
of water coolers
  Revolving Credit Facility (7.1%, Due 3/2009)(11)
Senior Term Debt (7.1%, Due 3/2011)
Senior Subordinated Term Debt (11.5%, Due 3/2011)
Equipment Line Note(12)
Preferred Stock(4)
Common Stock Warrants(4)
    1,500,000
4,250,000
7,820,000
1,088,553
3,000,000
446,893
    1,500,000
4,250,000
7,820,000
1,088,553

 
                     
 

            18,105,446     14,658,553  
                     
 

Total Control Investments

  $ 138,353,930   $ 145,406,928  
                     
 

AFFILIATE INVESTMENTS

             
 

Danco Acquisition Corp.

  Manufacturing—machining and sheet metal work   Revolving Credit Facility (9.3%, Due 10/2010)(13)
Senior Term Debt (9.3%, Due 10/2012)(14)
Senior Term Debt (11.5%, Due 4/2013)(14)
Redeemable Preferred Stock(4)(14)
Common Stock Warrants(4)(14)
  $



600,000
5,550,000
8,578,134
2,500,000
2,500
  $



600,000
5,550,000
8,578,134
2,576,111
1,045,119
 
                     
 

            17,230,634     18,349,364  
 

Mathey Investments, Inc.

  Manufacturing—pipe-cutting and pipe-fitting
equipment
  Revolving Credit Facility (9.0%, Due 3/2011)(14)(16)
Senior Term Debt (9.0%, Due 3/2013)(16)
Senior Term Debt (12.0%, Due 3/2014)(16)
Common Stock(4)(16)
Common Stock Warrants(4)(16)
  $




2,500,000
7,300,000
500,000
277,029
  $




2,500,000
7,300,000
500,000
277,029
 
                     
 

            10,577,029     10,577,029  
 

Noble Logistics, Inc.

  Service—aftermarket auto parts delivery   Revolving Credit Facility (7.1%, Due 12/2009)(15)
Senior Term Debt (8.5%, Due 12/2011)
Senior Term Debt (10.5%, Due 3/2011)(6)
Preferred Stock(4)
Common Stock(4)
  $



1,900,000
6,077,058
7,000,000
1,750,000
1,500,000
  $



1,900,000
6,077,058
7,000,000
2,107,611
1,446,848
 
                     
 

            18,227,058     18,531,517  
                     
 

Total Affiliate Investments(17)

  $ 46,034,721   $ 47,457,910  
                     
 

Total Investments

  $ 350,804,737   $ 335,604,054  
                     

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents the weighted average interest rates in effect at March 31, 2008 and due date represents the contractual maturity date.

(3)
Marketable securities are valued based on the indicative bid price, on or near March 31, 2008, offered by the respective syndication agent's trading desk, or secondary desk.

(4)
Security is non-income producing.

(5)
Valued using Standard & Poor's Securities Evaluations, Inc. opinions of value at March 31, 2008.

F-7



GLADSTONE INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

MARCH 31, 2008

(6)
Last out tranche of senior debt, meaning if the portfolio company is liquidated then the holder of the last out tranche is paid after the senior debt.

(7)
Total available under the revolving credit facility is $750,000, which was fully drawn at March 31, 2008.

(8)
Total available under the revolving credit facility is $2,000,000 of which $1,250,000 remains undrawn at March 31, 2008.

(9)
Total available under the revolving credit facility is $3,000,000, of which $600,000 remains undrawn at March 31, 2008.

(10)
Total available under the revolving credit facility is $3,500,000, of which $220,000 remains undrawn at March 31, 2008.

(11)
Total available under the revolving credit facility is $1,500,000, which was fully drawn at March 31, 2008.

(12)
Total available for future borrowing for the purposes of purchasing equipment is $1,500,000. The undrawn amount of $411,447 may be drawn to purchase additional equipment through 10/31/2010. The interest rate on all amounts drawn on the equipment line note is 12% except for one draw of $188,181 whose interest rate is 15%. Each draw on the equipment line note is subject to its own amortization and maturity, typically over a period of 20-24 months. At March 31, 2008, the last amortization payment due under current amounts drawn under the equipment line note is 11/2009.

(13)
Total available under the revolving credit facility is $3,000,000, of which $2,400,000 was undrawn at March 31, 2008.

(14)
Total available under the revolving credit facility is $3,000,000, which remains undrawn at March 31, 2008.

(15)
Total available under the revolving credit facility is $2,000,000, of which $100,000 was undrawn at March 31, 2008.

(16)
Valued at cost due to recent acquisition.

(17)
Aggregate gross unrealized depreciation for federal income tax purposes is $35,680,596; aggregate gross unrealized appreciation for federal income tax purposes is $20,479,913. Net unrealized depreciation is $15,200,683 based on a tax cost of $350,804,737.

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

F-8



GLADSTONE INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

MARCH 31, 2007

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

NON-CONTROL/NON-AFFILIATE INVESTMENTS

             
 

ACS Media, LLC

  Service—directory advertising   Senior Term Debt (7.9%, Due 11/2013)(3)   $ 4,857,421   $ 4,857,822  
 

Activant

  Service—enterprise software and services   Senior Term Debt (7.4%, Due 5/2013)(3)     3,745,496     3,714,281  
 

American Safety Razor Company Inc.

  Manufacturing—razors and blades   Senior Term Debt (7.9%, Due 7/2013)(3)     1,491,154     1,492,472  
 

Aramark Corp.

  Service—vending services   Senior Term Debt (7.5%, Due 1/2014)(10)
Letter of Credit (5.3%, Due 1/2014)(10)
    921,289
65,841
    925,895
66,170
 
 

Aspect Software, Inc.

  Service—call center software   Senior Term Debt (8.4%, Due 7/2011)(3)     2,988,647     2,999,925  
 

Brock Holdings II, Inc.

  Service—industrial specialty maintenance   Senior Term Debt (7.3%, Due 8/2013)(3)(5)     3,000,000     3,003,750  
 

Compsych Investments Corp.

  Service—independent employee assistance programs   Senior Term Debt (8.1%, Due 2/2012)(3)(5)     3,875,254     3,879,300  
 

CRC Health Group, Inc.

  Service—substance abuse treatment   Senior Term Debt (7.9%, Due 2/2012)(3)     9,993,754     10,010,307  
 

Critical Homecare Solutions, Inc.

  Service—home therapy and respiratory treatment   Senior Term Debt (8.6%, Due 1/2012)(3)(5)     2,000,000     2,000,000  
 

CST Industries Acquisition, Inc.

  Manufacturing—metal storage units   Senior Term Debt (8.5%, Due 8/2013)(3)     996,946     999,975  
 

Dealer Computer Services, Inc.

  Manufacturing & Service—systems for automotive retailers   Senior Term Debt (7.4%, Due 9/2013)(3)     1,042,760     1,044,063  
 

Dresser Holdings, Inc.

  Manufacturing—oilfield & energy products   Senior Term Debt (8.1%, Due 10/2013)(3)     3,868,905     3,851,943  
 

Generac Acquisition Corp.

  Manufacturing—standby power products   Senior Term Debt (7.9%, Due 11/2013)(5)     2,593,800     2,611,957  
 

Hudson Products Holdings, Inc.

  Manufacturing—heat transfer solutions   Senior Term Debt (8.1%, Due 12/2013)(3)     2,358,550     2,363,866  
 

IPC Information Systems, LLC

  Manufacturing—specialized telephony systems   Senior Term Debt (7.9%, Due 9/2013)(3)     263,045     262,319  
 

J. Crew Operating Corp.

  Retail—apparel   Senior Term Debt (7.2%, Due 5/2013)(3)     1,405,990     1,407,018  
 

Latham Manufacturing Corp.

  Manufacturing—swimming pool components accessories   Senior Term Debt (8.5%, Due 6/2012)(3)     2,427,162     2,375,520  
 

Lexicon Marketing USA, Inc.

  Service—marketing to Hispanic community   Senior Term Debt (7.8%, Due 5/2012)(3)(5)     2,971,543     3,006,325  
 

LVI Services, Inc.

  Service—asbestos and mold remediation   Senior Term Debt (10.3%, Due 11/2010)(3)(5)     6,440,352     6,330,492  
 

Madison River Capital LLC

  Service—communications and information   Senior Term Debt (7.6%, Due 7/2012)(3)     5,727,708     5,702,357  
 

Maidenform, Inc.

  Manufacturing—intimate apparel   Senior Term Debt (7.1%, Due 5/2010)(3)     2,569,252     2,573,084  
 

MedAssets, Inc.

  Service—pharmaceuticals and healthcare GPO   Senior Term Debt (7.8%, Due 10/2013)(3)(5)     3,493,734     3,504,342  
 

MediMedia USA, LLC

  Service—healthcare and pharmaceutical marketing   Senior Term Debt (7.9%, Due 10/2013)(3)     1,185,613     1,180,462  
 

National Mentor Holdings, Inc.

  Service—home health care   Senior Term Debt (7.4%, Due 6/2013)(3)     1,987,027     1,985,825  
 

NPC International Inc.

  Service—Pizza Hut franchisee   Senior Term Debt (7.1%, Due 5/2013)(3)     3,017,479     2,995,367  
 

Nutro Products, Inc.

  Manufacturing—pet food   Senior Term Debt (7.4%, Due 4/2012)(3)     2,442,961     2,421,809  
 

Open Solutions, Inc.

  Service—software outsourcing for financial institutions   Senior Term Debt (7.5%, Due 1/2014)(3)     2,518,294     2,506,250  
 

Ozburn-Hessey Holding Co. LLC

  Service—third party logistics   Senior Term Debt (8.6%, Due 8/2012)(3)     7,764,943     7,711,178  

F-9



GLADSTONE INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

MARCH 31, 2007

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

Patriot Media & Communications CNJ, LLC

  Service—telecommunications   Senior Term Debt (7.4%, Due 3/2013)(3)   $ 4,147,228   $ 4,105,476  
 

QTC Acquisition, Inc.

  Service—outsourced disability evaluations   Senior Term Debt (8.1%, Due 11/2012)(3)     1,996,592     1,997,199  
 

Radio Systems Corporation

  Service—design electronic pet containment products   Senior Term Debt (8.1%, Due 9/2013)(3)     1,989,421     1,999,950  
 

Rally Parts, Inc.

  Manufacturing—aftermarket motorcycle parts and accessories   Senior Term Debt (7.9%, Due 11/2013)(3)     1,313,285     1,319,792  
 

RPG Holdings, Inc.

  Manufacturing and design—greeting cards   Senior Term Debt (8.9%, Due 12/2011)(3)     5,001,100     4,900,000  
 

SGS International, Inc.

  Service—digital imaging and graphics   Senior Term Debt (7.9%, Due 12/2011)(3)     1,611,921     1,616,724  
 

Stolle Machinery Company

  Manufacturing—can-making equipment and parts   Senior Term Debt (7.9%, Due 9/2012)(3)     500,100     502,491  
 

Survey Sampling, LLC

  Service—telecommunications-based sampling   Senior Term Debt (7.9%, Due 5/2011)(3)     3,309,714     3,282,178  
 

Triad Laboratory Alliance, LLC

  Service—regional medical laboratories   Senior Term Debt (8.6%, Due 12/2011)(3)(5)     4,953,549     4,912,813  
 

US Investigative Services, Inc.

  Service—background investigations   Senior Term Debt (7.9%, Due 9/2012)(3)     10,923,253     10,910,191  
 

Wastequip, Inc.

  Service—process and transport waste materials   Senior Term Debt (7.6%, Due 2/2013)(3)     2,066,465     2,081,963  
 

WaveDivision Holdings, LLC

  Service—cable   Senior Term Debt (7.8%, Due 6/2014)(3)     1,925,440     1,929,600  
 

West Corporation

  Service—business process outsourcing   Senior Term Debt (7.8%, Due 10/2013)(3)     10,814,753     10,826,161  
                     
 

Total Non-Control/Non-Affiliate Investments

  $ 138,567,741   $ 138,168,612  
                     
 

CONTROL INVESTMENTS

             
 

A. Stucki Company

  Manufacturing—railroad cars and accessories   Senior Term Debt (9.8% Due 3/2012)(6)
Senior Term Debt (12.1%, Due 3/2012)(6)
Senior Subordinated Term Debt (13%, Due 3/2014)(6)
Preferred Stock(4)(6)
Common Stock(4)(6)
  $



15,000,000
11,000,000
5,485,760
4,386,686
129,956
  $



15,000,000
11,000,000
5,485,760
4,386,686
129,956
 
                     
 

            36,002,402     36,002,402  
 

Acme Cryogenics Corporation

  Manufacturing—manifolds and pipes for industrial gasses   Senior Subordinated Term Debt (11.5%, Due 3/2013)(5)(6)
Redeemable Preferred Stock(4)(6)
Common Stock(4)(6)
Common Stock Warrants(4)(6)
    14,500,000
6,983,785
1,045,181
24,686
    14,481,875
6,983,785
1,045,181
24,686
 
                     
 

            22,553,652     22,535,527  
 

Chase II Holdings Corp.

  Manufacturing—traffic doors   Revolving Credit Facility (9.8%, Due 3/2008)(7)
Senior Term Debt (9.8%, Due 3/2011)(5)
Senior Term Debt (12.0%, Due 3/2011)(5)
Subordinated Term Debt (13%, Due 3/2013)(5)
Redeemable Preferred Stock(4)
Common Stock Warrants(4)
    1,900,000
11,000,000
8,000,000
6,167,810
6,960,806
61,384
    1,900,000
11,000,000
8,000,000
6,167,810
3,120,070
 
                     
 

            34,090,000     30,187,880  
 

Hailey Transport Corporation

  Retail and Service—school buses and parts   Senior Subordinated Term Debt (12.0%, Due 1/2012)(5)
Preferred Stock(4)
    4,000,000
2,500,000
    4,000,000
3,184,874
 
                     
 

            6,500,000     7,184,874  
 

Quench Holdings Corp.

  Service—sales, installation and service
of water coolers
  Revolving Credit Facility (9.3%, Due 3/2009)(5)(8)
Senior Term Debt (9.3%, Due 3/2011)(5)
Subordinated Term Debt (11.5%, Due 3/2011)(5)
Common Stock(4)
    1,900,000
4,000,000
8,000,000
3,256,318
    1,900,000
4,000,000
8,000,000
3,205,808
 
                     
 

            17,156,318     17,105,808  
                     
 

Total Control Investments

  $ 116,302,372   $ 113,016,491  
                     
 

                     

F-10



GLADSTONE INVESTMENT CORPORATION

SCHEDULE OF INVESTMENTS

MARCH 31, 2007

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

AFFILIATE INVESTMENTS

             
 

Noble Logistics, Inc.

  Service—aftermarket auto parts delivery   Revolving Credit Facility (9.3%, Due 12/2009)(5)(9)
Senior Term Debt (9.3%, Due 12/2011)(5)(6)
Senior Term Debt (11.3%, Due 3/2011)(5)(6)
Senior Subordinated Term Debt (12.3%, Due 8/2007)(5)(6)
Preferred Stock(4)(6)
Common Stock(4)(6)
  $




2,000,000
7,000,000
7,000,000
500,000
1,750,000
1,500,000
  $




1,995,000
7,008,750
7,008,750
500,000
1,750,000
1,500,000
 
                     
 

            19,750,000     19,762,500  
                     
 

Total Affiliate Investments

  $ 19,750,000   $ 19,762,500  
                     
 

Total Investments(11)

  $ 274,620,113   $ 270,947,603  
                     

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents the weighted average interest rates in effect at March 31, 2007 and due date represents the contractual maturity date.

(3)
Marketable securities are valued based on the indicative bid price, on or near March 31, 2008, offered by the respective syndication agent's trading desk, or secondary desk.

(4)
Security is non-income producing.

(5)
Valued using Standard & Poor's Securities Evaluations, Inc. opinions of value at March 31, 2007.

(6)
Fair value is equal to cost due to recent acquisition.

(7)
Total available under the revolving credit facility is $3,500,000 of which $1,600,000 remains undrawn as of March 31, 2007.

(8)
Total available under the revolving credit facility is $2,000,000, of which $100,000 remains undrawn at March 31, 2007.

(9)
Total available under the revolving credit facility is $2,000,000, which was fully drawn at March 31, 2007.

(10)
Subsequent to March 31, 2007, the investment in the portfolio company was sold at the fair value reflected herein.

(11)
Aggregate gross unrealized depreciation for federal tax purposes is $4,756,932; aggregate gross unrealized appreciation for federal income tax purposes is $1,084,422. Net unrealized depreciation is $3,672,510 based on a tax cost of $274,620,113.

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

F-11



GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 
  Year Ended
March 31,
2008
  Year Ended
March 31,
2007
  For the period
June 22, 2005
(Commencement of
Operations) to
March 31,
2006
 

INVESTMENT INCOME

                   
 

Interest income

                   
   

Non-Control/Non-Affiliate investments

  $ 14,574,832   $ 9,572,593   $ 2,450,906  
   

Control investments

    10,768,484     5,486,060     255,059  
   

Affiliate investments

    2,285,836     535,629      
   

Cash and cash equivalents

    216,732     1,661,647     4,434,706  
               
   

Total interest income

    27,845,884     17,255,929     7,140,671  
 

Other income

    47,596     5,707     230,185  
               
         

Total investment income

    27,893,480     17,261,636     7,370,856  
               

EXPENSES

                   
 

Base management fee (Refer to Note 4)

    1,802,602     2,413,116     915,360  
 

Loan servicing fee (Refer to Note 4)

    5,013,503     1,568,854      
 

Administration fee (Refer to Note 4)

    855,086     526,595     288,471  
 

Interest expense

    7,733,385     607,661     378  
 

Amortization of deferred finance costs

    734,195     233,779      
 

Professional fees

    416,348     586,028     163,369  
 

Stockholder related costs

    267,613     273,483     89,563  
 

Insurance expense

    231,211     262,339     184,642  
 

Directors fees

    231,689     208,100     160,000  
 

Taxes and licenses

    168,833     168,873     195,270  
 

General and administrative expenses

    196,336     142,659     44,494  
               
         

Expenses before credit from Adviser

    17,650,801     6,991,487     2,041,547  
               
 

Credits to base management fee (Refer to Note 4)

    (2,808,871 )   (877,583 )   (554,589 )
               
         

Total expenses net of credit to base management fee

    14,841,930     6,113,904     1,486,958  
               

NET INVESTMENT INCOME

    13,051,550     11,147,732     5,883,898  
               

REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS

                   
 

Realized (loss) gain on sale of Non-Control/Non-Affiliate investments

    (2,411,654 )   (93,850 )   57,431  
 

Net unrealized (depreciation) appreciation of Non-Control/Non-Affiliate investments

    (23,277,742 )   (562,097 )   162,968  
 

Net unrealized appreciation (depreciation) of Control investments

    10,338,879     (3,235,881 )   (50,000 )
 

Net unrealized appreciation of Affiliate investments

    1,410,689     12,500      
 

Net unrealized depreciation on derivative

    (52,883 )        
               
         

Net (loss) gain on investments

    (13,992,711 )   (3,879,328 )   170,399  
               

NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ (941,161 ) $ 7,268,404   $ 6,054,297  
               

NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE:

                   
       

Basic and Diluted

  $ (0.06 ) $ 0.44   $ 0.37  
               

SHARES OF COMMON STOCK OUTSTANDING:

                   
       

Basic and diluted weighted average shares

    16,560,100     16,560,100     16,391,589  

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

F-12



GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

 
  Year Ended
March 31,
2008
  Year Ended
March 31,
2007
  For the period
June 22, 2005
(Commencement of
Operations) to
Year Ended
March 31,
2006
 

Operations:

                   
 

Net investment income

  $ 13,051,550   $ 11,147,732   $ 5,883,898  
 

Realized (loss) gain on sale of investments

    (2,411,654 )   (93,850 )   57,431  
 

Net unrealized (depreciation) appreciation of portfolio

    (11,528,174 )   (3,785,478 )   112,968  
 

Unrealized depreciation of derivative

    (52,883 )        
               

Net (decrease) increase in net assets from operations

    (941,161 )   7,268,404     6,054,297  
               

Capital transactions:

                   
 

Issuance of common stock

            230,244,339  
 

Shelf offering registration costs

    (31,508 )   (132,707 )    

Distribution to stockholders from:

                   
 

Net investment income

    (13,051,923 )   (10,681,285 )   (6,458,439 )
 

Tax return on capital

    (2,348,968 )   (3,477,600 )    
               

Total distributions to stockholders

    (15,400,891 )   (14,158,885 )   (6,458,439 )

Total (decrease) increase in net assets

    (16,373,560 )   (7,023,188 )   229,840,197  

Net Assets

                   
 

Beginning of period

    222,818,509     229,841,697     1,500  
               
 

End of period

  $ 206,444,949   $ 222,818,509   $ 229,841,697  
               

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

F-13



GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  For the
year ended
March 31, 2008
  For the
year ended
March 31, 2007
  For the period
June 22, 2005
(Commencement of
Operations) to
March 31, 2006
 

CASH FLOWS FROM OPERATING ACTIVITIES

                   
 

Net (decrease) increase in net assets resulting from operations

  $ (941,161 ) $ 7,268,404   $ 6,054,297  
 

Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash used in operating activities:

                   
   

Purchase of investments

    (175,255,370 )   (182,953,071 )   (160,646,470 )
   

Principal repayments of investments

    64,240,415     30,422,568     1,801,537  
   

Proceeds from the sale of investments

    32,197,187     30,744,214     5,579,931  
   

Net unrealized depreciation (appreciation) of investment portfolio

    11,528,174     3,785,478     (112,968 )
   

Net unrealized depreciation of derivative

    52,883          
   

Net realized loss (gain) on sales of investments

    2,411,654     93,850     (57,431 )
   

Net amortization of premiums and discounts

    221,489     341,648     53,111  
   

Amortization of deferred finance costs

    734,195     233,779      
   

Increase in interest receivable

    (355,634 )   (544,702 )   (761,388 )
   

Decrease (increase) in due from custodian

    8,295,969     (12,694,985 )    
   

Decrease (increase) in prepaid assets

    (367,124 )   18,630     (99,874 )
   

Decrease (increase) in other assets

    (336,702 )   50,090     (173,099 )
   

Increase in other liabilities

    3,426     80,687     5,077  
   

Increase (decrease) in administration fee payable to Administrator (See Note 4)

    46,102     (119,873 )   110,002  
   

(Decrease) increase in base management fee payable to Adviser (See Note 4)

    (80,067 )   102,987     (234,551 )
   

Increase in loan servicing fee payable to Adviser (See Note 4)

    11,049     283,296      
   

Increase in accrued expenses

    192,409     156,667     367,031  
               
     

Net cash used in operating activities

    (57,401,106 )   (122,730,333 )   (148,114,795 )
               

CASH FLOWS FROM FINANCING ACTIVITIES

                   
   

Net proceeds from the issuance of common stock (including deferred offering costs of $47,864)

            230,292,203  
   

Borrowings from line of credit

    222,850,000     103,500,000      
   

Repayments of line of credit

    (178,015,500 )   (3,500,000 )    
   

Deferred finance costs

    (429,782 )   (861,739 )    
   

Shelf offering registration costs

    (31,508 )   (132,707 )      
   

Distributions paid

    (15,400,891 )   (14,158,885 )   (6,458,439 )
   

Decrease in loan payable to affiliate

            (50,000 )
               
     

Net cash provided by financing activities

    28,972,319     84,846,669     223,783,764  
               

NET DECREASE IN CASH AND CASH EQUIVALENTS(1)

    (28,428,787 )   (37,883,664 )   75,668,969  
               

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    37,788,941     75,672,605     3,636  
               

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 9,360,154   $ 37,788,941   $ 75,672,605  
               

CASH PAID DURING PERIOD FOR INTEREST

 
$

7,367,486
 
$

360,262
       
               

CASH PAID DURING PERIOD FOR INTEREST TO AFFILIATE

  $   $   $ 378  
               

(1)
Cash and cash equivalents consist of demand deposits and highly liquid investments with original maturities of three months or less when purchased.

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

F-14



GLADSTONE INVESTMENT CORPORATION

FINANCIAL HIGHLIGHTS

 
  For the year ended
March 31, 2008
  For the year ended
March 31, 2007
  For the period
June 22, 2005
(Commencement of
Operations) to
March 31, 2006
 

Per Share Data(1)

                   
 

Balance at beginning of period

  $ 13.46   $ 13.88   $  
 

Net proceeds from initial public offering(2)

            13.95  
 

Offering costs

            (0.05 )
 

Income from investment operations:

                   
   

Net investment income(3)

    0.79     0.67     0.36  
   

Realized loss on sale of investments(3)

    (0.15 )   (0.01 )    
   

Net unrealized (depreciation) appreciation of investments(3)

    (0.70 )   (0.22 )   0.01  
               
 

Total from investment operations

    (0.06 )   0.44     0.37  
               
 

Distributions from:

                   
   

Net investment income

    (0.78 )   (0.75 )   (0.39 )
   

Tax return on capital

    (0.15 )   (0.10 )    
               
 

Total distributions(4)

    (0.93 )   (0.85 )   (0.39 )
 

Shelf registration offering costs

        (0.01 )    
               
 

Net asset value at end of period

  $ 12.47   $ 13.46   $ 13.88  
               
 

Per share market value at beginning of period

 
$

14.87
 
$

15.10
 
$

15.00
 
 

Per share market value at end of period

    9.41     14.87     15.10  
 

Total Return(5)

    (31.54 )%   4.36 %   3.39 %
 

Shares outstanding at end of period

    16,560,100     16,560,100     16,560,100  
 

Statement of Assets and Liabilities Data:

                   
 

Net assets at end of period

  $ 206,444,949   $ 222,818,509   $ 229,841,697  
 

Average net assets(6)

  $ 219,625,608   $ 225,642,593   $ 226,875,738  
 

Senior Securities Data:

                   
 

Borrowings under line of credit

  $ 144,834,500   $ 100,000,000   $  
 

Average coverage ratio(7)(8)

    243 %   *323 %   N/A  
 

Average coverage per unit(8)

  $ *2,425   $ 3,228     N/A  
 

Ratios/Supplemental Data

                   
 

Ratio of expenses to average net assets(9)(10)

    8.04 %   3.10 %   1.08 %
 

Ratio of net expenses to average net assets(9)(11)

    6.76 %   2.71 %   0.79 %
 

Ratio of net investment income to average net assets(9)

    5.94 %   4.94 %   3.11 %

(1)
Based on actual shares outstanding at the end of the corresponding period.
(2)
Net of initial underwriting discount of $1.05 per share.
(3)
Based on weighted average basic per share data.
(4)
Distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under accounting principles generally accepted in the United States of America.
(5)
Total return equals the change in the market value of the Company's common stock from the beginning of the period taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan. For further information on estimated character of our dividends please refer to Note 9.
(6)
Calculated using the average of the ending monthly net assets for the respective periods.
(7)
As a business development company, we are generally required to maintain a ratio of 200% of total assets, less all liabilities and indebtedness not represented by senior securities, to total borrowings.
(8)
Asset coverage ratio is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is the asset coverage ratio expressed in terms of dollar amounts per $1,000 of indebtedness.
(9)
Amounts are annualized.
(10)
Ratio of expenses to average net assets is computed using expenses before credit from the Adviser.
(11)
Ratio of net expenses to average net assets is computed using total expenses net of credits to the management fee.
*
These numbers have been revised from amounts previously reported due to an immaterial error.

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

F-15



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2008

Note 1. Organization

        Gladstone Investment Corporation (the "Company") was incorporated under the General Corporation Laws of the State of Delaware on February 18, 2005 and completed an initial public offering on June 22, 2005. The Company is a closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company has elected to be treated for tax purposes as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company's investment objectives are to achieve a high level of current income and capital gains by investing in debt and equity securities of established private businesses.

        Gladstone Business Investment, LLC ("Business Investment") a wholly-owned subsidiary of the Company, was established on August 11, 2006 for the sole purpose of owning the Company's portfolio of investments in connection with the establishment of its line of credit facility with Deutsche Bank AG, which recently closed on October 19, 2006. The financial statements of Business Investment are consolidated with those of the Company.

        The Company is externally managed by Gladstone Management Corporation (the "Adviser"), an unconsolidated affiliate of the Company.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

        The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Consolidation

        Under Article 6 of Regulation S-X under the Securities Act of 1933, as amended, and the authoritative accounting guidance provided by the AICPA Audit and Accounting Guide for Investment Companies, the Company is not permitted to consolidate any subsidiary or other entity that is not an investment company.

Use of Estimates

        The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America that require management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

Reclassifications

        Certain amounts in prior years' consolidated financial statements have been reclassified to conform to current year presentation with no effect to net increase in net assets from operations.

Cash and Cash Equivalents

        The Company considers all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents.

F-16



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 2. Summary of Significant Accounting Policies (Continued)


Items classified as cash equivalents include temporary investments in U.S. Treasury bills and can also include commercial paper and money-market funds. Cash and cash equivalents are carried at cost which approximates fair value.

Concentrations of Credit Risk

        The Company places its cash and cash equivalents with financial institutions and, at times, cash held in checking accounts may exceed Federal Deposit Insurance Corporation insured limit. The Company seeks to mitigate this risk by depositing funds with major financial institutions.

Classification of Investments

        The 1940 Act requires classification of the Company's investments by its respective level of control. As defined in the 1940 Act, "Control Investments" are investments in those portfolio companies that the Company is deemed to "Control". "Affiliate Investments" are investments in those portfolio companies that are "Affiliated Companies" of the Company, as defined in the 1940 Act, other than Control Investments. "Non-Control/Non-Affiliate Investments" are those that are neither Control Investments nor Affiliate Investments. In general, the 1940 Act prescribes that the Company has control over a portfolio company if it owns greater than 25% of the voting securities of the portfolio company. The Company is deemed to be an affiliate of a portfolio company if it owns between 5% and 25% of the voting securities of such portfolio company or has one or more seats on the affiliated company's board of directors. However, if the Company holds 50% or more contractual representation on a portfolio company's board of directors, the Company will be deemed to have control over the portfolio company.

Investment Valuation

        The Company carries its investments at market value to the extent that market quotations are readily available, and otherwise at fair value, as determined in good faith by its Board of Directors. In determining the fair value of the Company's investments, the Adviser has established an investment valuation policy (the "policy"). The policy is approved by the Company's Board of Directors and each quarter the Board of Directors reviews whether the Adviser has applied the policy consistently, and votes whether or not to accept the recommended valuation of the Company's investment portfolio.

        The Company uses generally accepted valuation techniques to value its portfolio unless the Company has specific information about the value of an investment to determine otherwise. From time to time, the Company may accept an appraisal of a business in which the Company holds securities. These appraisals are expensive and occur infrequently but provide a third party valuation opinion that may differ in results, techniques and scopes used to value the Company's investments. When these specific third party appraisals are engaged or accepted, the Company would use such appraisals to value the investment the Company has in that business if it determined that the approvals were the best estimate of fair value.

        The policy, which is summarized below, applies to publicly-traded securities, securities for which a limited market exists and securities for which no market exists.

F-17



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 2. Summary of Significant Accounting Policies (Continued)

         Publicly-traded securities:    The Company determines the value of publicly-traded securities based on the closing price for the security on the exchange or securities market on which it is listed and primarily traded on the valuation date. To the extent that the Company owns restricted securities that are not freely tradable, but for which a public market otherwise exists, the Company will use the market value of that security adjusted for any decrease in value resulting from the restrictive feature.

         Securities for which a limited market exists:    The Company values securities that are not traded on an established secondary securities market, but for which a limited market for the security exists, such as certain participations in, or assignments of, syndicated loans, at the firm bid price. If a firm bid price is unavailable, the Company bases the value of the security upon the indicative bid price offered by the respective originating syndication agent's trading desk, or secondary desk, on or near the valuation date. To the extent that the Company uses the indicative bid price as a basis for valuing the security, the Adviser may take further steps to consider additional information to validate that price in accordance with the policy.

         Securities for which no market exists:    The fair value of the Company's debt securities that are not publicly traded, or for which a limited market does not exist, and that are issued by portfolio companies where the Company has no equity, or equity-like securities, rely on opinions of value submitted to it by Standard & Poor's Securities Evaluations, Inc. ("SPSE"). The Company may also submit paid in kind ("PIK") interest to SPSE for valuation when it is determined the PIK interest is likely to be received. SPSE will only evaluate the debt portion of the Company's investments for which the Company specifically requests evaluation, and may decline to make requested evaluations for any reason at its sole discretion. SPSE opinions of value are submitted to the Board of Directors along with the Adviser's supplemental assessment and recommendation regarding valuation of each of these investments.

        The fair value of convertible debt, equity, or other equity-like securities is determined based on the total enterprise value of the issuer, which is calculated using a liquidity waterfall approach. This approach incorporates some or all of the following factors to determine the total enterprise value of the issuer: the issuer's ability to make payments, the earnings of the issuer, recent sales to third parties of similar securities, the comparison to publicly traded securities, discounted cash flow or other pertinent factors. In gathering the sales to third parties of similar securities, the Company may reference industry statistics and use outside experts.

        Debt securities that are issued by portfolio companies where the Company has equity or equity-like securities are valued at cost, if there is adequate total enterprise value determined when valuing the Company's equity securities of the portfolio company as discussed above. Fair values of these debt securities are discounted for any shortfall of total enterprise value over the total debt outstanding for the borrower.

        Finally, the Company requests that SPSE also evaluate and assign values to success fees (conditional interest included in some loan securities) when the Company determines that the probability of receiving a success fee on a given loan is above 6-8%, a threshold of significance.

        Due to the uncertainty inherent in the valuation process, such estimates of fair value may differ significantly from the values that would have resulted had a ready market for the securities existed, and

F-18



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 2. Summary of Significant Accounting Policies (Continued)


the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuation currently assigned. The Board of Directors is ultimately responsible for setting the fair value and disclosure of investments in the financial statements.

Interest and Dividend Income Recognition

        Interest income, adjusted for amortization of premiums and acquisition costs and for the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. At March 31, 2008, one Non-Control/Non-Affiliate investment was on non-accrual with a cost basis of approximately $2.9 million or 0.9% of the cost basis of all loans in our portfolio. Also at March 31, 2008, one Control investment was on non-accrual with a cost basis of approximately $6.0 million or 1.9% of the cost basis of all loans in our portfolio. Conditional interest, or a success fee, is recorded upon full repayment of a loan investment. To date, the Company has not recorded any conditional interest. Dividend income on preferred equity securities is accrued to the extent that such amounts are expected to be collected and that the Company has the option to collect such amounts in cash. To date, the Company has not accrued any dividend income.

Services Provided to Portfolio Companies

        The 1940 Act requires that a business development company make available managerial assistance to its portfolio companies by providing significant guidance and counsel concerning the management, operations, or business objectives and policies of the respective portfolio company. The Company provides these and other services to portfolio companies through its Adviser. Currently, neither the Company nor the Adviser receives fees in connection with managerial assistance.

        The Adviser receives fees for other services it provides to the Company's portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to the Adviser by the borrower or potential borrower upon closing of the investment. The services the Adviser provides to portfolio companies vary by investment, but generally include a broad array of services, such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, turnaround management, merger and acquisition services and recruiting new management personnel. When the Adviser receives fees for these services, 50% of certain of those fees are voluntarily credited against the base management fee and the loan servicing fee that the Company pays to its Adviser. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

        The Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to the Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by the Adviser when earned and are not credited against the base management fee.

F-19



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 2. Summary of Significant Accounting Policies (Continued)

        The Company may receive fees for the origination and closing services it provides to portfolio companies through its Adviser. These fees are paid directly to the Company and are recognized as revenue upon closing of the originated investment and are reported as fee income in the consolidated statements of operations.

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

        Realized gain or loss is recognized when an investment is disposed of and is computed as the difference between the Company's cost basis in the investment at the disposition date and the net proceeds received from such disposition. Unrealized appreciation or depreciation displays the difference between the fair market value of the investment and the cost basis of such investment.

Deferred Finance Costs

        Costs associated with the Company's line of credit facility with Deutsche Bank AG are deferred and amortized over the life of the credit facility, generally for a period of one year.

Investment Advisory and Management Agreement with Gladstone Management Corporation

        Pursuant to the Company's investment advisory and management agreement with the Adviser, the Company pays the Adviser a fee, as compensation for its services, consisting of a base management fee and an incentive fee.

        Prior to January 1, 2007, the base management fee was assessed at an annual rate of 2.0% computed on the basis of the average value of the Company's gross invested assets at the end of the two most recently completed quarters, which are total assets less the cash proceeds and cash and cash equivalent investments from the proceeds of the Company's initial public offering that are not invested in debt and equity securities of portfolio companies and was computed and payable quarterly. Beginning in periods subsequent to December 31, 2006, the base management fee was assessed at an annual rate of 2.0% computed on the basis of the value of the Company's average gross assets at the end of the two most recently completed quarters, which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings. This new calculation was originally scheduled to begin in periods after March 31, 2006; however, on April 11, 2006, July 11, 2006 and October 10, 2006, the Company's Board of Directors accepted unconditional and irrevocable voluntary waivers from the Company's Adviser that allowed the former calculation of the base management fee to be effective through June 30, 2006, September 30, 2006 and December 31, 2006, respectively.

        On January 9, 2007, the Company's Board of Directors accepted an unconditional and irrevocable voluntary waiver from the Adviser to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings were to be used to purchase such syndicated loan participations through ended March 31, 2008.

        When the Company's Adviser receives fees from the Company's portfolio companies, such as investment banking fees, structuring fees or executive recruiting services fees, 50% of certain of these fees will be credited against the base management fee that the Company would otherwise be required to pay to the Company's Adviser.

F-20



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 2. Summary of Significant Accounting Policies (Continued)

        In addition, the Company's Adviser services the loans held by Business Investment, in return for which the Adviser receives a 2.0% annual fee based on the monthly aggregate balance of loans held by Business Investment. Since the Company owns these loans, all loan servicing fees paid to the Company's Adviser are treated as reductions against the 2.0% base management fee. Overall, the base management fee due to the Company's Adviser cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year.

        The incentive fee consists of two parts: an income-based incentive fee and a capital gains incentive fee. The income-based incentive fee rewards the Adviser if the Company's quarterly net investment income (before giving effect to the incentive fee) exceeds 1.75% of the Company's net assets. The Adviser will receive a capital gains incentive fee of 20% of the Company's realized capital gains (net of realized capital losses and unrealized capital depreciation).

Administration Agreement with Gladstone Administration, LLC

        The Company has entered into an administration agreement with Gladstone Administration, LLC (the "Administrator) whereby it pays separately for administrative services (the "Administration Agreement"). The Administration Agreement provides for payments equal to its allocable portion of its Administrator's overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of our Administrator, and its allocable portion of the salaries and benefits expenses of its chief financial officer, controller, chief compliance officer, treasurer and their respective staffs. The Company's allocable portion of expenses is derived by multiplying its Administrator's total allocable expenses by the percentage of our average total assets (the total assets at the beginning and end of each quarter) in comparison to the average total assets of all companies managed by its Adviser under similar agreements.

Federal Income Taxes

        The Company intends to continue to qualify for treatment as a RIC under subchapter M of the Code. As a RIC, the Company will not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required to distribute at least 90% of its investment company taxable income, as defined by the Code. The Company intends to distribute at least 90% of its ordinary income. The Company may, but does not intend to, pay out a return of capital. The Company may also be subject to federal excise tax if it does not distribute at last 98% of its investment company taxable income in any calendar year and 98% of its capital gain net income in any calendar year.

        In July 2006, the Financial Accounting Standards Board ("FASB") released FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes," ("FIN 48"). FIN 48 provides guidance on how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether the tax positions are "more-likely-than-not" of being sustained by the applicable tax authorities. Tax positions not deemed to satisfy the "more-likely-than-not" threshold would be recorded as a tax benefit or expense in the current year. FASB required adoption of FIN 48 for fiscal years beginning after December 15, 2006, and FIN 48 is to be applied to all open tax years as of the effective date. However, on December 22,

F-21



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 2. Summary of Significant Accounting Policies (Continued)


2006, the SEC delayed the required implementation date of FIN 48 for business development companies until March 31, 2007. The Company has evaluated the implications of FIN 48 and determined that there is no material impact on the consolidated financial statements.

Dividends

        Distributions to stockholders are recorded on the ex-dividend date. The Company is required to pay out at least 90% of its ordinary income and short-term capital gains for each taxable year as a dividend to its stockholders in order to maintain its status as a RIC under Subtitle A, Chapter 1 of Subchapter M of the Code. It is the policy of the Company to pay out as a dividend up to 100% of those amounts. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based on the annual earnings estimated by the management of the Company. Based on that estimate, a dividend is declared each quarter and is paid out monthly over the course of the respective quarter. At year-end the Company may pay a bonus dividend, in addition to the monthly dividends, to ensure that it has paid out at least 90% of its ordinary income and short-term capital gains for the year. The Company has a policy of retaining long-term capital gains, if any, and not paying them out as dividends. If the Company decides to retain long-term capital gains, the portion of the retained capital gains will be subject to 35% tax.

Recent Accounting Pronouncements

        In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("SFAS No. 161"), which is intended to help investors better understand how derivative instruments and hedging activities affect an entity's financial position, financial performance and cash flows through enhanced disclosure requirements. The enhanced disclosures primarily surround disclosing the objectives and strategies for using derivative instruments by their underlying risk as well as a tabular format of the fair values of the derivative instruments and their gains and losses. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe the adoption of this pronouncement will have a material impact on its results of operations.

        In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS 141(R)"). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.

        In November 2007, the SEC issued Staff Accounting Bulletin No. 109, Written Loan Commitments Recorded at Fair Value Through Earnings ("SAB 109"). SAB 109 provides guidance on the accounting for written loan commitments recorded at fair value under GAAP. Specifically, the SAB revises the Staff's views on incorporating expected net future cash flows related to loan servicing activities in the fair value measurement of a written loan commitment. SAB 109, which supersedes SAB 105, Application of Accounting Principles to Loan Commitments, requires the expected net future cash flows related to the associated servicing of the loan be included in the measurement of all written loan

F-22



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 2. Summary of Significant Accounting Policies (Continued)


commitments that are accounted for at fair value through earnings. SAB 109 is effective in fiscal quarters beginning after December 15, 2007. The Company has evaluated the implications of SAB 109 and determined that there is no material impact on the consolidated financial statements.

        In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 allows entities to measure at fair value many financial instruments and certain other assets and liabilities that are not otherwise required to be measured at fair value. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.

        In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is required to adopt the provisions of SFAS 157 beginning with the fiscal year beginning April 1, 2008. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.

Note 3. Investments

Non-Control/Non-Affiliate Investments

        At March 31, 2008 and 2007, the Company held investments in Non-Control/Non-Affiliates of approximately $166.4 million and $138.6 million, at cost, respectively. These investments are comprised primarily of syndicated loan participations of senior notes of both public and private companies and also non-syndicated loan investments where the Company does not have a significant ownership interest in the portfolio company. At March 31, 2008 and 2007, the Company's investments, at cost, in Non-Control/Non-Affiliates represented approximately 81% and 62%, respectively, of the Company's net assets.

Control and Affiliate Investments

        At March 31, 2008 and 2007, the Company had investments of approximately $148.1 million and $107.5 million, respectively, at cost, in revolving credit facilities, senior debt and subordinated debt of nine portfolio companies. In addition, at March 31, 2008 and 2007, the Company had invested approximately $36.6 million and $28.6 million respectively, in preferred and common equity of those companies.

        At March 31, 2008 and 2007, the Company's investments in Control investments, at cost, represented approximately 67% and 52%, respectively, of the Company's net assets. Also at March 31, 2008 and 2007, the Company's investments, at cost, in Affiliate investments represented approximately 22% and 9%, respectively, of the Company's net assets.

        On March 17, 2008 the Company invested approximately $10.6 million in Mathey Dearman Investments, Inc. ("Mathey") and its subsidiaries. The investment is comprised of approximately $0.8 million in common stock and common stock warrants and $9.8 million of senior term debt notes of

F-23



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 3. Investments (Continued)


Mathey. Mathey, based in Tulsa, OK, was founded in 1998 and develops, manufactures, and markets pipe cutting and beveling machines, pipe aligning and reforming clamps, welding electrode and flux ovens, and pipefitter tools for the pipeline and welding industry.

        On November 16, 2007, the Company invested approximately $20.1 million in Danco Acquisition Corporation ("Danco") and its subsidiaries. The investment consists of approximately $2.5 million in preferred and common equity, approximately $14.6 million of senior term debt, and a $3.0 million revolving credit facility (unfunded at close). Danco, based in Santa Clara, CA, provides machining and sheet metal work for short-run prototype and R&D work, as well as long-run production with a primary focus on high-tech customers including those in the medical equipment, aerospace and defense, semiconductor, and telecommunications industries.

        On October 25, 2007, the Company invested approximately $20.3 million in Cavert Wire II Holding Corp. ("Cavert") and its subsidiaries. The investment consists of approximately $4.2 million in preferred and common stock of Cavert and approximately $16.1 million of senior and subordinated notes from Cavert and its subsidiaries. Cavert, based in Rural Hall, NC, is a manufacturer and distributor of bailing wire and is the largest supplier of non galvanized bailing wire in the United States. Cavert's products serve the paper and paperboard recycling industries.

        On March 21, 2007, the Company invested approximately $36.0 million in A. Stucki Holding Corp. ("Stucki") and its subsidiaries. The investment consists of approximately $4.5 million in preferred and common stock of Stucki and approximately $31.5 million of senior and subordinated notes from Stucki and its subsidiaries. Stucki, based in Pittsburgh, PA, is a designer, manufacturer and re-conditioner of products used in the construction and repair of railroad freight cars.

Investment Concentrations

        Approximately 73.0% of the aggregate value of the Company's investment portfolio at March 31, 2008 was comprised of senior debt, approximately 11.5% was senior subordinated debt, approximately 0.3% was subordinated debt and approximately 15.2% was preferred and common equity securities. At March 31, 2008, the Company had approximately $350.8 million invested in 52 portfolio companies. The following table outlines our investments by type at March 31, 2008 and 2007:

 
  March 31, 2008   March 31, 2007  
 
  Cost   Fair Value   Cost   Fair Value  

Senior Term Debt

  $ 269,270,028   $ 244,878,235   $ 207,367,741   $ 206,981,112  

Senior Subordinated Term Debt

    43,894,248     38,644,248     24,485,760     24,467,635  

Subordinated Term Debt

    1,088,553     1,088,553     14,167,810     14,167,810  

Preferred & Common Equity Securities

    36,551,908     50,993,018     28,598,802     25,331,046  
                   

Total Investments

  $ 350,804,737   $ 335,604,054   $ 274,620,113   $ 270,947,603  
                   

F-24



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 3. Investments (Continued)

        Investments at fair value consisted of the following industry classifications at March 31, 2008 and 2007:

 
  March 31, 2008   March 31, 2007  
 
   
  Percentage of    
  Percentage of  
 
  Fair
Value
  Total
Investments
  Net
Assets
  Fair
Value
  Total
Investments
  Net
Assets
 

Automobile

  $ 2,073,750     0.6 %   1.0 % $ 8,504,666     3.1 %   3.8 %

Beverage, Food & Tobacco

    3,453,900     1.0 %   1.7 %   3,413,874     1.3 %   1.5 %

Broadcasting & Entertainment

    3,498,613     1.0 %   1.7 %   10,892,898     4.0 %   4.9 %

Buildings & Real Estate

    11,733,923     3.5 %   5.7 %   3,003,750     1.1 %   1.3 %

Cargo Transport

    20,869,015     6.2 %   10.1 %   21,844,463     8.1 %   9.8 %

Chemicals, Plastics & Rubber

    25,563,359     7.6 %   12.4 %   22,535,527     8.3 %   10.1 %

Containers, Packaging and Glass

    26,285,582     7.8 %   12.7 %   999,975     0.4 %   0.4 %

Diversified/Conglomerate Manufacturing

    57,500,086     17.1 %   27.9 %   32,563,400     12.0 %   14.6 %

Diversified/Conglomerate Service

    30,742,003     9.2 %   14.9 %   27,374,081     10.1 %   12.3 %

Ecological

    421,813     0.1 %   0.2 %       0.0 %   0.0 %

Electronics

    10,688,961     3.2 %   5.2 %   6,758,294     2.5 %   3.0 %

Healthcare, Education and Childcare

    37,238,318     11.1 %   18.0 %   31,296,111     11.6 %   14.0 %

Home & Office Furnishings

    14,658,553     4.4 %   7.1 %   17,105,808     6.3 %   7.7 %

Machinery

    66,439,412     19.8 %   32.2 %   41,480,716     15.3 %   18.6 %

Oil & Gas

        0.0 %   0.0 %   3,851,943     1.4 %   1.7 %

Personal, Non-durable Consumer Products

    4,398,713     1.3 %   2.1 %   1,492,472     0.6 %   0.7 %

Personal, Food, & Miscellaneous Services

    2,536,828     0.8 %   1.2 %   16,905,483     6.2 %   7.6 %

Printing & Publishing

    5,298,866     1.6 %   2.6 %   7,697,186     2.8 %   3.5 %

Retail Stores

        0.0 %   0.0 %   1,407,018     0.5 %   0.6 %

Telecommunications

    12,202,359     3.7 %   5.9 %   9,246,854     3.4 %   4.1 %

Textiles & Leather

        0.0 %   0.0 %   2,573,084     0.9 %   1.2 %
                               

Total Investments

  $ 335,604,054     100.0 %       $ 270,947,603     100 %      
                               

F-25



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 3. Investments (Continued)

        The investments at fair value consisted of the following geographic regions of the United States at March 31, 2008 and 2007:

 
  March 31, 2008   March 31, 2007  
 
   
  Percentage of    
  Percentage of  
 
  Fair
Value
  Total
Investments
  Net
Assets
  Fair
Value
  Total
Investments
  Net
Assets
 

Mid-Atlantic

  $ 131,882,748     39.3 %   63.9 % $ 94,257,169     34.8 %   42.3 %

Midwest

    106,811,471     31.8 %   51.7 %   88,508,725     32.7 %   39.7 %

Northeast

    10,717,636     3.2 %   3.2 %   14,879,654     5.5 %   6.7 %

Southeast

    49,779,645     14.8 %   14.8 %   36,357,555     13.4 %   16.3 %

West

    36,412,554     10.9 %   10.8 %   36,944,500     13.6 %   16.6 %
                               

Total Investments

  $ 335,604,054     100.0 %       $ 270,947,603     100.0 %      
                               

        The geographic region depicts the location of the headquarters for the Company's portfolio companies. A portfolio company may have a number of other locations in other geographic regions.

Investment Principal Repayments

        The following table summarizes the contractual principal repayments and maturity of the Company's investment portfolio by fiscal year, assuming no voluntary prepayments:

Fiscal Year Ended March 31,
  Amount  

2009

  $ 16,953,660  

2010

    13,066,377  

2011

    51,333,696  

2012

    49,456,135  

2013

    72,059,522  

Thereafter

    111,251,143  
       

Total contractual repayments

  $ 314,120,533  
       

Investments in equity securities

  $ 36,551,908  

Unamortized premiums on debt securities

    132,296  
       

Total

  $ 350,804,737  
       

Note 4. Related Party Transactions

Investment Advisory and Management Agreement

        The Company has entered into an investment advisory and management agreement with the Adviser (the "Advisory Agreement"), which is controlled by the Company's chairman and chief executive officer. In accordance with the Advisory Agreement, the Company pays the Adviser a fee, as compensation for its services, consisting of a base management fee and an incentive fee.

F-26



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 4. Related Party Transactions (Continued)

        The base management fee is assessed at an annual rate of 2.0% computed on the basis of the average value of the Company's gross invested assets at the end of the two most recently completed quarters, which are total assets less the cash proceeds and cash and cash equivalents from the proceeds of the Company's initial public offering that are not invested in debt and equity securities of portfolio companies. Through December 31, 2006, the base management fee was computed and payable quarterly. Beginning on January 1, 2007, the base management fee was computed and payable quarterly and was assessed at an annual rate of 2.0% computed on the basis of the value of the Company's average gross assets at the end of the two most recently completed quarters, which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings. This new calculation was originally scheduled to begin in periods after March 31, 2006; however, on April 11, 2006, July 11, 2006 and October 10, 2006, the Company's Board of Directors accepted unconditional and irrevocable voluntary waivers from the Adviser that allowed the current calculation of the base management fee to be effective through June 30, 2006, September 30, 2006 and December 31, 2006, respectively.

        On January 9, 2007, the Company's Board of Directors accepted an unconditional and irrevocable voluntary waiver from the Adviser to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5% to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations for the year ended March 31, 2008.

        When the Adviser receives fees from portfolio companies, as discussed in Note 2 under "Services Provided to Portfolio Companies," 50% of certain of these fees are credited against the base management fee that the Company would otherwise be required to pay to the Adviser.

        For the year ended March 31, 2008 and 2007, the Company incurred a base management fee to the Adviser of $1,802,602 and $2,413,116, respectively. For the year ended March 31, 2008 and 2007, the Company recognized aggregate credits against the base management fee of $2,808,871 and $877,583, respectively, resulting from investment banking fees paid to the Adviser during the respective periods. As of March 31, 2008 and 2007, $383,746 and $303,679, respectively, was unpaid and included in fees due from Adviser in the accompanying consolidated statements of assets and liabilities. At March 31, 2008, the base management fee credit due from the Adviser of $383,746 was offset by loan servicing fees due to the Adviser of $294,345 as discussed below.

        In addition, the Adviser services the loans held by Business Investment, in return for which the Adviser receives a 2.0% annual fee based on the monthly aggregate balance of loans held by Business Investment. Since the Company indirectly owns these loans, all loan servicing fees paid to the Adviser are treated as reductions against the 2.0% base management fee payable to the Adviser. Overall, the management fee due to the Adviser cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year.

        For the year ended March 31, 2008, the Company recorded loan servicing fees to the Adviser of $5,013,503, of which $294,345 was unpaid at March 31, 2008 and are included as a credit in fees due from Adviser in the accompanying consolidated statements of assets and liabilities, offsetting the base management fee credit due to the Company from the Adviser.

        The incentive fee consists of two parts: an income-based incentive fee and a capital gains incentive fee. The income-based incentive fee rewards the Adviser if the Company's quarterly net investment

F-27



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 4. Related Party Transactions (Continued)

income (before giving effect to any incentive fee) exceeds 1.75% of our net assets (the "hurdle rate"). The Company will pay the Adviser an income incentive fee with respect to the Company's pre-incentive fee net investment income in each calendar quarter as follows:

        The second part of the incentive fee is a capital gains incentive fee that will be 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% of the Company's realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Adviser, the Company will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Company's inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in the Company's portfolio.

        Because pre-incentive fee net investment income was below the hurdle rate of 1.75% of net assets, no income-based incentive fee was recorded for the years ended March 31, 2008 and 2007, respectively. No capital gains incentive fee was recorded for the years ended March 31, 2008 and 2007, respectively as cumulative unrealized capital depreciation exceeded cumulative realized capital gains net of cumulative realized capital losses for each period.

Administration Agreement

        The Company has entered into an administration agreement with the Administrator whereby it pays separately for administrative services. The Administration Agreement provides for payments equal to the Company's allocable portion of its Administrator's overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of the Administrator, and its allocable portion of the salaries and benefits expenses of the Company's chief financial officer, controller, chief compliance officer, treasurer and their respective staffs. The Company's allocable portion of expenses is derived by multiplying the Administrator's total allocable expenses by the percentage of the Company's average total assets (the total assets at the beginning and end of each quarter) in comparison to the average total assets of all companies managed by the Adviser under similar agreements. The Company recorded fees to the Administrator on the consolidated statements of operations of $855,086 and $526,595 for the years ended March 31, 2008 and March 31, 2007, respectively. As of March 31, 2008 and 2007, $208,346 and $162,244, respectively, was unpaid and included in the administration fee payable to Administrator in the accompanying consolidated statements of assets and liabilities.

F-28



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 4. Related Party Transactions (Continued)

License Agreement

        The Company has entered into a license agreement with the Adviser, pursuant to which the Adviser has granted the Company a non-exclusive license to use the name "Gladstone" and the Diamond G trademark. This license agreement required us to pay the Adviser a royalty fee of $1 per quarter through March 31, 2008. The amount of the fee is negotiated on an annual basis by the Company's compensation committee, and must be approved by a majority of the Company's independent directors. As a result of the last negotiation, the fee was increased to $10 per quarter effective upon the next contract term, which began on April 1, 2008. The license arrangement will terminate in the event that Gladstone Management Corporation is no longer the Company's Adviser.

Purchase of Investments from Affiliate

        During March 2007, the Company purchased from its affiliate, Gladstone Capital Corporation ("Gladstone Capital"), certain of its investments in syndicated loan participations for approximately $12.5 million. An independent broker was engaged to execute these transactions between the Company and Gladstone Capital. The independent broker accepted the quotes from the respective agent bank for each syndicated loan and then executed these transactions between the Company and Gladstone Investment.

Note 5. Line of Credit

        Through the Company's wholly-owned subsidiary, Business Investment, the Company has obtained a $200 million revolving credit facility (the "Credit Facility"). On October 19, 2006, the Company executed a Purchase and Sale Agreement pursuant to which it agreed to sell certain loans to Business Investment in consideration of a membership interest therein. Simultaneously, Business Investment executed a Credit Agreement (the "Credit Agreement") with Deutsche Bank AG, New York Branch ("Deutsche Bank"), as administrative agent, pursuant to which Business Investment pledged the loans purchased from the Company to secure future advances by certain institutional lenders. On March 29, 2007, the Company increased its capacity under the Credit Facility from $100 million to $200 million, such that an additional $50 million would be available for borrowing for the succeeding 90 day period after the initial amendment of the Credit Facility, and the remaining $50 million would be available thereafter. Availability under the Credit Facility will terminate on October 18, 2008, unless extended in the discretion of the lenders, at the request of Business Investment. Interest is payable monthly during the term of the Credit Facility and principal will be payable out of collections on loans purchased from the Company during the period following the date of which availability for advances has terminated through maturity. The Credit Facility will mature two years following the date on which availability for advances has terminated and on such date, all principal, interest and other amounts owing under the Credit Facility will be due and payable. Interest rates charged on the advances under the facility are based on the rate paid by the lenders on commercial paper notes issued by such lenders to fund some or all of the advances, the London Interbank Offered Rate ("LIBOR"), the Prime Rate or the Federal Funds Rate, depending on market conditions, and adjust periodically. Available borrowings are subject to various constraints imposed under the Credit Agreement, based on the aggregate loan balance pledged by Business Investment, which varies as loans are added and repaid, regardless of whether such repayments are early prepayment or are made as contractually required.

F-29



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 5. Line of Credit (Continued)

        The Credit Facility contains covenants that require Business Investment to maintain its status as a separate entity; prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions); and restrict material changes to the Company's credit and collection policies. The facility also restricts some of the terms and provisions (including interest rates, terms to maturity and payments schedules) and limits the borrower and industry concentrations of loans that are eligible to secure advances. As of March 31, 2008, Business Investment was in compliance with all of the facility covenants. As of March 31, 2008 there was $144.8 million of borrowings outstanding on the Credit Facility at an interest rate of approximately 3.23% and the remaining borrowing capacity under the Credit Facility was approximately $55.2 million.

        The administrative agent also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with the Bank of New York as custodian. Deutsche Bank is also the trustee of the account and once a month remits the collected funds to the Company. At March 31, 2008, the amount due from the custodian was $4.4 million.

        The Adviser services the loans pledged under the Credit Facility. As a condition to this servicing arrangement, the Company executed a performance guaranty pursuant to which it guaranteed that the Adviser would comply fully with all of its obligations under the Credit Facility. The performance guaranty requires the Company to maintain a minimum net worth of $100 million and to maintain "asset coverage" with respect to "senior securities representing indebtedness" of at least 200%, in accordance with Section 18 of the 1940 Act. As of March 31, 2008, the Company was in compliance with the covenants under the performance guaranty.

Note 6. Interest Rate Cap Agreement

        In October 2007, the Company entered into an interest rate cap agreement that will effectively limit the interest rate on a portion of the borrowings under the line of credit pursuant to the terms of the Credit Facility. The interest rate cap has a notional amount of $60 million at a cost of $53,000. At March 31, 2008, the interest rate cap agreement had a fair market value of $117. The Company records changes in the fair market value of the interest rate cap agreement monthly based on the current market valuation at month end as unrealized depreciation or appreciation on derivative on the Company's consolidated statement of operations. The interest rate cap agreement expires in October 2009. The agreement provides that the Company's floating interest rate or cost of funds on a portion of the portfolio's borrowings will be capped at 9% when the LIBOR rate is in excess of 9%.

        The use of a cap involves risks that are different from those associated with ordinary portfolio securities transactions. Cap agreements may be considered to be illiquid. Although the Company will not enter into any such agreements unless it believes that the other party to the transaction is creditworthy, the Company does bear the risk of loss of the amount expected to be received under such agreements in the event of default or bankruptcy of the agreement counterparty.

Note 7. Common Stock

        As of March 31, 2008 and 2007, 100,000,000 shares of $0.001 par value common stock were authorized and 16,560,100 shares were outstanding.

F-30



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 8. Net Increase in Net Assets Resulting from Operations per Share

        The following table sets forth the computation of basic and diluted net increase in net assets resulting from operations per share for the years ended March 31, 2008 and March 31, 2007:

 
  Year Ended
March 31,
2008
  Year Ended
March 21,
2007
 

Numerator for basic and diluted net (decrease) increase in net assets resulting from operations per share

  $ (941,161 ) $ 7,268,404  

Denominator for basic and diluted shares

    16,560,100     16,560,100  
           

Basic and diluted net (decrease) increase in net assets per share resulting from operations

  $ (0.06 ) $ 0.44  
           

Note 9. Dividends

        The Company's Board of Directors declared the following monthly dividends per share for the fiscal years 2008 and 2007:

Declaration Date
  Record Date   Payment Date   Dividend
per Share
 
January 8, 2008   March 21, 2008   March 31, 2008   $ 0.08  
January 8, 2008   February 21, 2008   February 29, 2008   $ 0.08  
January 8, 2008   January 23, 2008   January 31, 2008   $ 0.08  
October 9, 2007   December 20, 2007   December 31, 2007   $ 0.08  
October 9, 2007   November 21, 2007   November 30, 2007   $ 0.08  
October 9, 2007   October 23, 2007   October 31, 2007   $ 0.08  
July 10, 2007   September 20, 2007   September 28, 2007   $ 0.075  
July 10, 2007   August 23, 2007   August 31, 2007   $ 0.075  
July 10, 2007   July 23, 2007   July 31, 2007   $ 0.075  
April 11, 2007   June 21, 2007   June29, 2007   $ 0.075  
April 11, 2007   May 22, 2007   May 31, 2007   $ 0.075  
April 11, 2007   April 20, 2007   April 30, 2007   $ 0.075  
               
        Total Fiscal Year 2008   $ 0.93  
               
Declaration Date
  Record Date   Payment Date   Dividend
per Share
 
January 10, 2007   March 22, 2007   March 30, 2007   $ 0.075  
January 10, 2007   February 20, 2007   February 28, 2007   $ 0.075  
January 10, 2007   January 23, 2007   January 31, 2007   $ 0.075  
October 10, 2006   December 20, 2006   December 29, 2006   $ 0.07  
October 10, 2006   November 21, 2006   November 30, 2006   $ 0.07  
October 10, 2006   October 23, 2006   October 31, 2006   $ 0.07  
July 11, 2006   September 21, 2006   September 29, 2006   $ 0.07  
July 11, 2006   August 21, 2006   August 31, 2006   $ 0.07  
July 11, 2006   July 19, 2006   July 31, 2006   $ 0.07  
April 11, 2006   June 22, 2006   June 30, 2006   $ 0.07  
April 11, 2006   May 22, 2006   May 31, 2006   $ 0.07  
April 11, 2006   April 20, 2006   April 28, 2006   $ 0.07  
               
        Total Fiscal Year 2007   $ 0.855  
               

F-31



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 9. Dividends (Continued)

        Aggregate dividends declared and paid for the years ended March 31, 2008 and 2007 were approximately $15.4 and $14.2 million, respectively, which were declared based on an estimate of net investment income for those fiscal years ended. Dividends declared for the years ended March 31, 2008 and 2007 exceeded net investment income by approximately $2.3 million and $3.0 million, respectively. A portion of the dividends declared during the years ended March 31, 2008 and 2007 were treated as a return of capital to the Company's stockholders.

         Distribution of Income and Gains    Net investment income of the Company is declared and distributed to stockholders monthly. Net realized gains from investment transactions, in excess of available capital loss carryforwards, would be taxable to the Company if not distributed, and, therefore, generally will be distributed at least annually.

        The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from GAAP. These differences primarily relate to items recognized as income for financial statement purposes and realized gains for tax purposes. As a result, net investment income and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Company may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Company. Additionally, the following tables also includes these adjustments for the year ended March 31, 2007.

        The Company's components of net assets on a tax-basis were as follows:

 
  Year Ended
March 31, 2008
  Year Ended
March 31, 2007
 

Capital loss carryforward

  $ (294,835 ) $ (97,123 )

Post-October tax loss

    (2,213,942 )    

Other

    18,200     18,067  

Net unrealized depreciation of investments

    (15,200,683 )   (3,672,510 )

Net unrealized depreciation of derivative

    (52,883 )    

Common stock

    16,560     16,560  

Paid-in-captial

    224,172,532     226,553,515  
           
 

Net assets

  $ 206,444,949   $ 222,818,509  
           

        The Company intends to retain realized gains to the extent of available capital loss carryforwards. At March 31, 2008 and 2007, the Company had $197,712 and $97,123 of capital loss carryforwards that expire in 2016 and 2015, respectively.

        For the years ended March 31, 2008 and 2007, the Company recorded the following adjustments to reflect tax character. Adjustments paid-in-capital relate primarily to distributions in excess of net investment income. Results of operations and net assets were not affected by these revisions.

 
  Year Ended
March 31, 2008
  Year Ended
March 31, 2007
 

Undistributed net investment income

  $ 2,349,475   $ 3,543,057  

Paid-in-capital

  $ (2,349,475 ) $ (3,543,057 )

F-32



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 9. Dividends (Continued)

        The tax character of distributions paid to stockholders by the Company is summarized as follows:

 
  Tax Year Ended
March 31, 2008
  Tax Year Ended
March 31, 2007
  Tax Year Ended
June 30, 2006
 

Distributions from ordinary income

  $ 13,051,923   $ 10,681,285   $ 8,531,634  

Distributions from return of capital

    2,348,968     3,477,600     1,404,426  
               

  $ 15,400,891   $ 14,158,885   $ 9,936,060  
               

        In addition, for the year ended March 31, 2007, distributions as reported on the statement of changes in net assets and in the financial highlights has been revised to report separately the tax return of capital distributions of $3,477,600 separately from $10,681,285 of net investment income distributions. Results of operations, total distributions and net assets were not affected by these revisions.

Section 19(a) Disclosure—Unaudited

        The Company's Board of Directors estimates the source of the distributions at the time of their declaration as required by Section 19(a) of the 1940 Act. On a monthly basis, if required under Section 19(a), the Company posts a Section 19(a) notice through the Depository Trust Company's Legal Notice System ("LENS") and also sends to its registered stockholders a written Section 19(a) notice along with the payment of dividends for any payment which includes a dividend estimated to be paid from any other source other than net investment income. The estimates of the source of the distribution are interim estimates based on GAAP that are subject to revision, and the exact character of the distributions for tax purposes cannot be determined until the final books and records of the Company are finalized for the calendar year. Following the calendar year end, after definitive information has been determined by the Company, if the Company has made distributions of taxable income (or return of capital), the Company will deliver a Form 1099-DIV to its stockholders specifying such amount and the tax characterization of such amount. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes.

        The following GAAP estimates were made by the Board of Directors during the quarter ended March 31, 2008:

Month Ended
  Ordinary Income   Return of Capital   Total Dividend  

January 31, 2008

  $ 0.084   $ (0.004 ) $ 0.080  

February 29, 2008

    0.067     0.013     0.080  

March 31, 2008

    0.064     0.016     0.080  

        Because the Board of Directors declares dividends at the beginning of a quarter, it is difficult to estimate how much of the Company's monthly dividends and distributions, based on GAAP, will come

F-33



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 9. Dividends (Continued)


from ordinary income, capital gains, and returns of capital. Subsequent to the year ended March 31, 2008, the following corrections were made to the above listed estimates for that quarter:

Month Ended
  Ordinary Income   Return of Capital   Total Dividend  

January 31, 2008

  $ 0.069   $ 0.011   $ 0.080  

February 29, 2008

    0.054     0.026     0.080  

March 31, 2008

    0.068     0.012     0.080  

        For dividends declared subsequent to quarter end, the following estimates, based on GAAP, have been made pursuant to Section 19(a) of the 1940 Act:

Month Ended
  Ordinary Income   Return of Capital   Total Dividend  

April 30, 2008

  $ 0.079   $ 0.001   $ 0.080  

May 31, 2008

    0.073     0.007     0.080  

June 30, 2008

    0.080         0.080  

Note 10. Federal and State Income Taxes

        The Company intends to continue to qualify for treatment as a RIC under subchapter M of the Code. As a RIC, the Company will not be subject to federal income tax on the portion of its taxable income and gains distributed to stockholders. To qualify as a RIC, the Company is required to distribute at least 90% of its investment company taxable income, as defined by the Code. The Company intends to distribute at least 90% of its ordinary income, and as a result, no income tax provisions have been recorded. The Company may, but does not intend to, pay out a return of capital. The Company may also be subject to federal excise tax if it does not distribute at least 98% of its investment company taxable income in any calendar year and 98% of its capital gain net income in any calendar year.

Note 11. Commitments and Contingencies

        At March 31, 2008, the Company was a party to one signed and non-binding term sheet for an investment of approximately $5.75 million that was fully funded on May 19, 2008.

Note 12. Selected Quarterly Data (Unaudited)

 
  Year Ended March 31, 2008  
 
  Quarter Ended
June 30, 2007
  Quarter Ended
September 30, 2007
  Quarter Ended
December 31, 2007
  Quarter Ended
March 31, 2008
 

Total Investment Income

  $ 6,299,929   $ 7,156,759   $ 7,544,001   $ 6,893,381  

Net Investment Income

    2,888,544     2,994,538     3,746,226     3,422,242  

Net Increase (Decrease) in Net Assets Resulting From Operations

    8,270,466     (4,367,075 )   5,108,919     (9,953,471 )

Net Increase (Decrease) in Net Assets Resulting From Operations per Weighted Average Common Share (Basic & Diluted)

  $ 0.50   $ (0.26 ) $ 0.31   $ (0.60 )

F-34



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

March 31, 2008

Note 12. Selected Quarterly Data (Unaudited) (Continued)


 
  Year Ended March 31, 2007  
 
  Quarter Ended
June 30, 2006
  Quarter Ended
September 30, 2006
  Quarter Ended
December 31, 2006
  Quarter Ended
March 31, 2007
 

Total Investment Income

  $ 3,863,438   $ 4,213,928   $ 4,299,368   $ 4,884,902  

Net Investment Income

    2,581,164     2,883,886     2,898,068     2,784,614  

Net Increase in Net Assets Resulting From Operations

    1,277,048     2,848,044     2,684,543     458,769  

Net Increase in Net Assets Resulting From Operations per Weighted Average Common Share (Basic & Diluted)

  $ 0.08   $ 0.17   $ 0.16   $ 0.03  

Note 13. Subsequent Events

Dividends

        On April 8, 2008, the Company's Board of Directors declared the following monthly dividends which it believes will be paid from ordinary income:

Declaration Date
  Record Date   Payment Date   Dividend per Share  
April 8, 2008   June 21, 2008   June 29, 2008   $ 0.08  
April 8, 2008   May 22, 2008   May 31, 2008   $ 0.08  
April 8, 2008   April 20, 2008   April 30, 2008   $ 0.08  

        In April 2008, the Company completed an offering of transferable subscription rights, ("Rights"), to purchase 5,520,033 shares of its common stock at a subscription price of $7.48. The offering was made pursuant to a shelf registration statement on Form N-2 (File No. 333-147185), and pursuant to the terms set forth in a prospectus dated January 14, 2008, as supplemented by prospectus supplements dated March 24, 2008 and March 31, 2008. In the offering, all stockholders of record on March 31, 2008, (the "Record Date"), received one transferable right, or Basic Subscription Right, to purchase one share of our common stock for every three shares owned on the Record Date. Additionally, Basic Subscription Rights that remained unexercised on the expiration date of the offering on April 21, 2008, or Excess Shares, were offered to other Record Date stockholders who had exercised all or a portion of their Basic Subscription Rights as well as to subscribing purchasers of Rights and their transferees ("Rights Purchasers") through an oversubscription privilege. The Excess Shares were allocated first to Record Date stockholders who participated in the offering, and then to Rights Purchasers. Subscriptions received exceeded shares available for issuance in the offering by approximately 1.5 million shares, or 28.5%. Net proceeds of the offering, after offering expenses borne by the Company, were approximately $40.6 million and were used to repay outstanding borrowings under the Company's line of credit.

        On May 19, 2008, the Company invested approximately $5.75 million in Tread Corporation ("Tread") and its subsidiaries. The investment was comprised of approximately $750,000 in preferred and common stock warrants and $5.0 million of senior second lien debt notes. Tread, based in Roanoke, VA, was founded in 1957 and manufactures products that store, transport and mix the primary ingredients for liquid explosives, which are ammonium nitrate and fuel oil. Tread's primary products include truck bodies, storage bins, and emulsion/mixing plants which are used in quarries, surface mines and at construction sites.

F-35



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 
  September 30,
2008
  March 31,
2008
 

ASSETS

             

Non-Control/Non-Affiliate investments (Cost 9/30/08: $139,536; Cost 3/31/08:$166,416)

  $ 115,133   $ 142,739  

Control investments (Cost 9/30/08: $144,221; Cost 3/31/08: $138,354)

    157,246     145,407  

Affiliate investments (Cost 9/30/08: $63,846; Cost 3/31/08: $46,035)

    53,877     47,458  
           

Total investments at fair value (Cost 9/30/08: $347,603; Cost 3/31/08: $350,805)

    326,256     335,604  

Cash and cash equivalents

    33,900     9,360  

Interest receivable

    1,353     1,662  

Prepaid insurance

    204     90  

Deferred finance costs

    46     324  

Due from Custodian

    3,048     4,399  

Due from Adviser (Refer to Note 4)

        89  

Other assets

    456     765  
           

TOTAL ASSETS

  $ 365,263   $ 352,293  
           

LIABILITIES

             

Fee due to Administrator (Refer to Note 4)

  $ 212   $ 208  

Fee due to Adviser (Refer to Note 4)

    27      

Borrowings under line of credit

    130,965     144,835  

Accrued expenses

    549     716  

Other liabilities

    102     89  
           

TOTAL LIABILITIES

    131,855     145,848  
           

NET ASSETS

  $ 233,408   $ 206,445  
           

ANALYSIS OF NET ASSETS:

             

Common stock, $0.001 par value, 100,000,000 shares authorized, 22,080,133 and 16,560,100 shares issued and outstanding at September 30, 2008 and March 31, 2008, respectively

  $ 22   $ 17  

Capital in excess of par value

    264,814     224,173  

Net unrealized depreciation of investment portfolio

    (21,346 )   (15,201 )

Net unrealized depreciation of derivative

    (53 )   (53 )

Accumulated net investment loss

    (10,029 )   (2,491 )
           

TOTAL NET ASSETS

  $ 233,408   $ 206,445  
           

NET ASSETS PER SHARE

  $ 10.57   $ 12.47  
           

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

F-36



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

NON-CONTROL/NON-AFFILIATE INVESTMENTS

             
 

Senior Syndicated Loans:

                     
 

Activant Solutions, Inc.

  Service—enterprise software and services   Senior Term Debt (4.8%, Due 5/2013)(3)   $ 1,673   $ 1,332  
 

Advanced Homecare Holdings, Inc.

  Service—home health nursing services   Senior Term Debt (7.5%, Due 8/2014)(3)     2,962     2,607  
 

Aeroflex, Inc.

  Service—provider of highly specialized electronic equipment   Senior Term Debt (6.1%, Due 8/2014)(3)     1,895     1,782  
 

Compsych Investments Corp.

  Service—employee assistance programs   Senior Term Debt (6.5%, Due 2/2012)(3),(5)     3,277     2,940  
 

CRC Health Group, Inc.

  Service—substance abuse treatment   Senior Term Debt (6.0%, Due 2/2012)(3)     7,838     6,350  
 

Critical Homecare Solutions, Inc.

  Service—home therapy and respiratory treatment   Senior Term Debt (6.5%, Due 1/2012)(3),(5)     4,447     4,178  
 

Generac Acquisition Corp.

  Manufacturing—standby power products   Senior Term Debt (5.3%, Due 11/2013)(3),(5)     6,868     4,743  
 

Graham Packaging Holdings Company

  Manufacturing—plastic containers   Senior Term Debt (5.1%, Due 10/2011)(3)     3,408     2,999  
 

Hargray Communications Group, Inc.

  Service—triple-play (cable, phone, internet) provider   Senior Term Debt (6.0%, Due 6/2014)(3)     897     783  
 

HMTBP Acquisition II Corp.

  Service—aboveground storage tanks   Senior Term Debt (5.8%, Due 5/2014)(3),(5)     3,858     3,549  
 

Huish Detergents, Inc.

  Manufacturing—household cleaning products   Senior Term Debt (5.8%, Due 4/2014)(3)     1,976     1,699  
 

Hyland Software, Inc.

  Service—provider of enterprise content management software   Senior Term Debt (5.6%, Due 7/2013)(3)     3,929     3,564  
 

Interstate Fibernet, Inc.

  Service—provider of voice and data telecommunications services   Senior Term Debt (7.8%, Due 7/2013)(3)     9,886     8,635  
 

KIK Custom Products, Inc.

  Manufacturing—consumer products   Senior Term Debt (5.5%, Due 5/2014)(3)     3,961     2,732  
 

Kronos, Inc.

  Service—workforce management solutions   Senior Term Debt (6.0%, Due 6/2014)(3)     1,961     1,706  
 

Local TV Finance, LLC

  Service—television station
operator
  Senior Term Debt (4.9%, Due 5/2013)(3)     990     839  
 

LVI Services, Inc.

  Service—asbestos and mold remediation   Senior Term Debt (8.6%, Due 11/2010)(3),(5)     5,950     4,275  
 

MedAssets, Inc.

  Service—pharmaceuticals and healthcare GPO   Senior Term Debt (7.5%, Due 10/2013)(3),(5)     3,983     3,703  
 

Network Solutions, LLC

  Service—internet domain
solutions
  Senior Term Debt (5.2%, Due 3/2014)(3)     8,673     6,764  
 

Open Solutions, Inc.

  Service—software outsourcing for financial institutions   Senior Term Debt (5.1%, Due 1/2014)(3)     2,670     1,806  
 

Ozburn-Hessey Holding Co. LLC

  Service—third party
logistics
  Senior Term Debt (6.6%, Due 8/2012)(3)     7,575     6,469  
 

Pinnacle Foods Finance, LLC

  Manufacturing—branded food products   Senior Term Debt (5.4%, Due 4/2014)(3)     1,960     1,705  

F-37



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

PTS Acquisition Corp.

  Manufacturing—drug delivery and packaging technologies   Senior Term Debt (6.0%, Due 4/2014)(3)     6,912     6,360  
 

QTC Acquisition, Inc.

  Service—outsourced disability evaluations   Senior Term Debt (6.0%, Due 11/2012)(3)     1,919     1,649  
 

Radio Systems Corporation

  Service—design electronic pet containment products   Senior Term Debt (5.6%, Due 9/2013)(3)     1,881     1,768  
 

Rally Parts, Inc.

  Manufacturing—aftermarket motorcycle parts and accessories   Senior Term Debt (6.3%, Due 11/2013)(3)     2,472     1,548  
 

RPG Holdings, Inc.

  Manufacturing and design—greeting cards   Senior Term Debt (non-accrual)(3)     4,553     2,048  
 

SafeNet, Inc.

  Service—chip encryption
products
  Senior Term Debt (5.8%, Due 4/2014)(3)     2,964     2,252  
 

SGS International, Inc.

  Service—digital imaging and graphics   Senior Term Debt (6.3%, Due 12/2011)(3)     1,476     1,353  
 

Survey Sampling, LLC

  Service—telecommunications-based sampling   Senior Term Debt (9.0%, Due 5/2011)(3),(5)     2,702     2,331  
 

Triad Laboratory Alliance, LLC

  Service—regional medical laboratories   Senior Term Debt (7.3%, Due 12/2011)(3),(5)     4,143     3,677  
 

Wastequip, Inc.

  Service—process and transport waste materials   Senior Term Debt (6.0%, Due 2/2013)(3)     2,907     2,180  
 

WaveDivision Holdings, LLC

  Service—cable   Senior Term Debt (5.8%, Due 6/2014)(3),(5)     1,915     1,796  
 

West Corporation

  Service—business process outsourcing   Senior Term Debt (5.8%, Due 10/2013)(3)     3,340     2,538  
                     
 

Subtotal—Senior Syndicated Loans

  $ 127,821   $ 104,660  
 

Non-Syndicated Loans

                     
 

B-Dry, LLC

  Service—basement waterproofer   Revolving Credit Facility, $—0- available (6.7%, Due 10/2009)   $ 750   $ 688  
 

      Senior Term Debt (10.0%, Due 5/2014)(5)     6,715     6,161  
 

      Senior Term Debt (10.0%, Due 5/2014)(5)     3,950     3,624  
 

      Common Stock Warrants(4)     300      
                     
 

            11,715     10,473  
                     
 

Total Non-Control/Non-Affiliate Investments

  $ 139,536   $ 115,133  
                     
 

CONTROL INVESTMENTS

                     
 

A. Stucki Holding Corp.

  Manufacturing—railroad freight car products   Senior Term Debt (7.0%, Due 3/2012)   $ 12,319   $ 12,319  
 

      Senior Term Debt (9.2%, Due 3/2012)(6)     10,725     10,725  
 

      Senior Subordinated Term Debt (13%, Due 3/2014)     8,586     8,586  
 

      Preferred Stock(4)     4,387     4,938  
 

      Common Stock(4)     130     12,438  
                     
 

            36,147     49,006  
 

Acme Cryogenics, Inc.

  Manufacturing—manifolds and pipes for industrial gasses   Senior Subordinated Term Debt (11.5%, Due 3/2013)     14,500     14,500  
 

      Redeemable Preferred Stock(4)     6,984     7,873  
 

      Common Stock(4)     1,045      
 

      Common Stock Warrants(4)     25      
                     
 

            22,554     22,373  

F-38



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

ASH Holdings Corp.

  Retail and Service—school buses and parts   Revolver, $400 available (non-accrual, Due 3/2010)     1,600      
 

      Senior Subordinated Term Debt (non-accrual, Due 1/2012)     5,250      
 

      Preferred Stock(4)     2,500      
 

      Common Stock Warrants(4)     4      
                     
 

            9,354      
 

Cavert II Holding Corp.

  Manufacturing—bailing wire   Revolving Credit Facility, $300 available (8.0%, Due 10/2010)     2,700     2,700  
 

      Senior Term Debt (8.3%, Due 10/2012)     6,012     6,013  
 

      Senior Term Debt (10.0%, Due 10/2012)(6)     3,000     3,000  
 

      Senior Subordinated Term Debt (13%, Due 10/2014)     4,670     4,671  
 

      Preferred Stock(4)     4,110     4,416  
 

      Common Stock(4)     69     1,407  
                     
 

            20,561     22,207  
 

Chase II Holdings Corp.

  Manufacturing—traffic doors   Revolving Credit Facility, $605 available (6.5%, Due 3/2008)     3,895     3,895  
 

      Senior Term Debt (8.8%, Due 3/2011)     9,350     9,350  
 

      Senior Term Debt (12.0%, Due 3/2011)(6)     7,760     7,760  
 

      Senior Subordinated Term Debt (13.0%, Due 3/2013)     6,168     6,168  
 

      Redeemable Preferred Stock(4)     6,961     8,877  
 

      Common Stock(4)     61     6,200  
                     
 

            34,195     42,250  
 

Galaxy Tool Holding Corp.

  Manufacturing—aerospace and plastics   Senior Subordinated Term Debt (13.5%, Due 8/2013)(7)     17,250     17,250  
 

      Preferred Stock(4),(7)     4,112     4,112  
 

      Common Stock(4),(7)     48     48  
                     
 

            21,410     21,410  
                     
 

Total Control Investments

  $ 144,221   $ 157,246  
                     
 

AFFILIATE INVESTMENTS

                     
 

Danco Acquisition Corp.

  Manufacturing—machining and sheet metal work   Revolving Credit Facility, $2,600 available (9.3%, Due 10/2010)   $ 400   $ 378  
 

      Senior Term Debt (9.3%, Due 10/2012)(5)     5,325     5,059  
 

      Senior Term Debt (11.5%, Due 4/2013)(5)     9,157     8,653  
 

      Redeemable Preferred Stock(4)     2,500     2,678  
 

      Common Stock Warrants(4)     3     871  
                     
 

            17,385     17,639  
 

Mathey Investments, Inc.

  Manufacturing—pipe-cutting and pipe-fitting equipment   Revolving Credit Facility, $2,000 available (9.0%, Due 3/2011)          
 

      Senior Term Debt (9.0%, Due 3/2013)(5)     2,437     2,413  
 

      Senior Term Debt (12.0%, Due 3/2014)(5),(6)     7,263     7,191  
 

      Common Stock(4)     500     520  
 

      Common Stock Warrants(4)     277     303  
                     
 

            10,477     10,427  

F-39



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF SEPTEMBER 30, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

Noble Logistics, Inc.

 

Service—aftermarket auto parts delivery

 

Revolving Credit Facility, $—0- available (8.5%, Due 12/2009)

    2,000     1,740  
 

      Senior Term Debt (10.5%, Due 12/2011)(5)     5,902     5,135  
 

      Senior Term Debt (12.5%, Due 3/2011)(5),(6)     7,000     5,880  
 

      Senior Subordinated Term Debt (12.5%, Due 7/2008)(5)     500     498  
 

      Preferred Stock(4)     1,932      
 

      Common Stock(4)     1,500      
                     
 

            18,834     13,253  
 

Quench Holdings Corp.

  Service—sales, installation and service of water coolers   Senior Subordinated Term Debt (10.0%, Due 8/2013)(5)     8,000     4,400  
 

      Preferred Stock(4)     2,950     2,379  
 

      Common Stock Warrants(4)     447      
                     
 

            11,397     6,779  
 

Tread Corp.

  Service—regional medical laboratories   Senior Term Debt (12.5%, Due 5/2013)(5)     5,000     4,938  
 

      Preferred Stock(4)     750     772  
 

      Common Stock Warrants(4)     3     69  
                     
 

            5,753     5,779  
                     
 

Total Affiliate Investments

  $ 63,846   $ 53,877  
                     
 

Total Investments

  $ 347,603   $ 326,256  
                     

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents the weighted average interest rates in effect at September 30, 2008, and due date represents the contractual maturity date.

(3)
Marketable securities, such as syndicated loans, are valued based on the indicative bid price on or near September 30, 2008, offered by the respective syndication agent's trading desk, or secondary desk.

(4)
Security is non-income producing.

(5)
Fair value based on opinions of value submitted by Standard & Poor's Securities Evaluations, Inc. at September 30, 2008.

(6)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated then the holder of the Last Out Tranche is paid after the senior debt.

(7)
Valued at cost due to recent acquisition.

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

F-40



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF MARCH 31, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

NON-CONTROL/NON-AFFILIATE INVESTMENTS

             
 

Senior Syndicated Loans:

                     
 

Activant Solutions, Inc.

  Service—enterprise software and services   Senior Term Debt (6.7%, Due 5/2013)(3)   $ 1,734   $ 1,478  
 

Advanced Homecare Holdings, Inc.

  Service—home health nursing services   Senior Term Debt (6.4%, Due 8/2014)(3)     2,977     2,829  
 

Aeroflex, Inc.

  Service—provider of highly specialized electronic equipment   Senior Term Debt (6.4%, Due 8/2014)(3)     1,898     1,851  
 

Compsych Investments Corp.

  Service—employee assistance programs   Senior Term Debt (5.5%, Due 2/2012)(3),(5)     3,421     2,965  
 

CRC Health Group, Inc.

  Service—substance abuse treatment   Senior Term Debt (4.9%, Due 2/2012)(3)     9,878     8,536  
 

Critical Homecare Solutions, Inc.

  Service—home therapy and respiratory treatment   Senior Term Debt (6.1%, Due 1/2012)(3),(5)     4,505     4,480  
 

Dealer Computer Services, Inc.

  Manufacturing & Service—systems for automotive retailers   Senior Term Debt (6.8%, Due 9/2013)(3)     1,799     1,595  
 

Generac Acquisition Corp.

  Manufacturing—standby power products   Senior Term Debt (7.2%, Due 11/2013)(3),(5)     6,874     5,435  
 

Graham Packaging Holdings Company

  Manufacturing—plastic containers   Senior Term Debt (5.9%, Due 10/2011)(3)     5,420     4,938  
 

Hargray Communications Group, Inc.

  Service—triple-play (cable, phone, internet) provider   Senior Term Debt (4.9%, Due 6/2014)(3)     963     860  
 

HMTBP Acquisition II Corp.

  Service—aboveground storage tanks   Senior Term Debt (4.9%, Due 5/2014)(3),(5)     3,878     3,529  
 

Hudson Products Holdings, Inc.

  Manufacturing—heat transfer solutions   Senior Term Debt (7.0%, Due 12/2013)(3)     6,020     5,283  
 

Huish Detergents, Inc.

  Manufacturing—household cleaning products   Senior Term Debt (4.7%, Due 4/2014)(3)     1,986     1,652  
 

Hyland Software, Inc.

  Service—provider of enterprise content management software   Senior Term Debt (5.9%, Due 7/2013)(3)     3,955     3,671  
 

Interstate Fibernet, Inc.

  Service—provider of voice and data telecommunications services   Senior Term Debt (6.7%, Due 7/2013)(3)     9,932     9,676  
 

KIK Custom Products, Inc.

  Manufacturing—consumer products   Senior Term Debt (4.9%, Due 5/2014)(3)     3,981     2,746  
 

Kronos, Inc.

  Service—workforce management solutions   Senior Term Debt (5.0%, Due 6/2014)(3)     1,971     1,577  
 

Lexicon Marketing USA, Inc.

  Service—marketing to Hispanic community   Senior Term Debt (non-accrual)(3),(5)     2,947     412  
 

Local TV Finance, LLC

  Service—television station operator   Senior Term Debt (5.2%, Due 5/2013)(3)     995     824  
 

LVI Services, Inc.

  Service—asbestos and mold remediation   Senior Term Debt (7.5%, Due 11/2010)(3),(5)     6,369     5,083  
 

MedAssets, Inc.

  Service—pharmaceuticals and healthcare GPO   Senior Term Debt (5.2%, Due 10/2013)(3),(5)     4,004     3,702  
 

National Mentor Holdings, Inc.

  Service—home health care   Senior Term Debt (4.8%, Due 6/2013)(3)     1,968     1,672  
 

Network Solutions, LLC

  Service—internet domain solutions   Senior Term Debt (5.2%, Due 3/2014)(3)     9,196     7,355  
 

NPC International Inc.

  Service—Pizza Hut franchisee   Senior Term Debt (4.7%, Due 5/2013)(3)     2,895     2,537  
 

Open Solutions, Inc.

  Service—software outsourcing for financial institutions   Senior Term Debt (5.8%, Due 1/2014)(3)     2,678     2,196  

F-41



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF MARCH 31, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

Ozburn-Hessey Holding Co. LLC

  Service—third party logistics   Senior Term Debt (6.3%, Due 8/2012)(3)     7,628     5,979  
 

Pinnacle Foods Finance, LLC

  Manufacturing—branded food products   Senior Term Debt (7.4%, Due 4/2014)(3)     3,971     3,454  
 

PTS Acquisition Corp.

  Manufacturing—drug delivery and packaging technologies   Senior Term Debt (7.1%, Due 4/2014)(3)     6,948     5,697  
 

QTC Acquisition, Inc.

  Service—outsourced disability evaluations   Senior Term Debt (5.4%, Due 11/2012)(3)     1,930     1,638  
 

Radio Systems Corporation

  Service—design electronic pet containment products   Senior Term Debt (5.5%, Due 9/2013)(3)     1,966     1,807  
 

Rally Parts, Inc.

  Manufacturing—aftermarket motorcycle parts and accessories   Senior Term Debt (5.2%, Due 11/2013)(3)     2,486     2,074  
 

RPG Holdings, Inc.

  Manufacturing and design—greeting cards   Senior Term Debt (8.8%, Due 12/2011)(3)     4,553     3,869  
 

SafeNet, Inc.

  Service—chip encryption products   Senior Term Debt (7.1%, Due 4/2014)(3)     2,980     2,382  
 

SGS International, Inc.

  Service—digital imaging and graphics   Senior Term Debt (6.9%, Due 12/2011)(3)     1,594     1,430  
 

Stolle Machinery Company

  Manufacturing—can-making equipment and parts   Senior Term Debt (7.8%, Due 9/2012)(3)     494     458  
 

Survey Sampling, LLC

  Service—telecommunications-based sampling   Senior Term Debt (5.2%, Due 5/2011)(3),(5)     2,931     2,527  
 

Synagro Technologies, Inc.

  Service—waste treatment and recycling   Senior Term Debt (5.1%, Due 3/2014)(3)     498     422  
 

Triad Laboratory Alliance, LLC

  Service—regional medical laboratories   Senior Term Debt (5.9%, Due 12/2011)(3),(5)     4,900     4,154  
 

United Surgical Partners International, Inc.

  Service—outpatient surgical provider   Senior Term Debt (5.4%, Due 4/2014)(3)     1,320     1,152  
 

Wastequip, Inc.

  Service—process and transport waste materials   Senior Term Debt (4.9%, Due 2/2013)(3)     2,922     2,337  
 

WaveDivision Holdings, LLC

  Service—cable   Senior Term Debt (6.7%, Due 6/2014)(3),(5)     1,925     1,814  
 

West Corporation

  Service—business process outsourcing   Senior Term Debt (5.3%, Due 10/2013)(3)     3,357     2,929  
                     
 

Subtotal—Senior Syndicated Loans

  $ 154,647   $ 131,005  
 

Non-Syndicated Loans

                     
 

B-Dry, LLC

  Service—basement waterproofer   Revolving Credit Facility, $0 available (7.3%, Due 10/2008)     750     750  
 

      Senior Term Debt (10.0%, Due 5/2014)     6,749     6,749  
 

      Senior Term Debt (10.0%, Due 5/2014)     3,970     3,970  
 

      Common Stock Warrants(4)     300     265  
                     
 

            11,769     11,734  
                     
 

Total Non-Control/Non-Affiliate Investments

  $ 166,416   $ 142,739  
                     
 

CONTROL INVESTMENTS

                 
 

A. Stucki Holding Corp.

  Manufacturing—railroad freight car products   Senior Term Debt (7.6%, Due 3/2012)   $ 13,391   $ 13,391  
 

      Senior Term Debt (9.8%, Due 3/2012)(6)     11,000     11,000  
 

      Senior Subordinated Term Debt (13%, Due 3/2014)     5,486     5,486  
 

      Preferred Stock(4)     4,387     4,748  
 

      Common Stock(4)     130     10,062  
                     
 

            34,394     44,687  
 

                     

F-42



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF MARCH 31, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

Acme Cryogenics, Inc.

  Manufacturing—manifolds and pipes for industrial gasses   Senior Subordinated Term Debt (11.5%, Due 3/2013)     14,500     14,500  
 

      Redeemable Preferred Stock(4)     6,984     7,795  
 

      Common Stock(4)     1,045     2,977  
 

      Common Stock Warrants(4)     25     291  
                     
 

            22,554     25,563  
 

ASH Holdings Corp.

  Retail and Service—school buses and parts   Revolver, $1,250 available (non-accrual, Due 3/2010)     750      
 

      Senior Subordinated Term Debt (non-accrual, Due 1/2012)     5,250      
 

      Preferred Stock(4)     2,500      
 

      Common Stock Warrants(4)     4      
                     
 

            8,504      
 

Cavert II Holding Corp.

  Manufacturing—bailing wire   Revolving Credit Facility, $600 available (8.0%, Due 10/2010)     2,400     2,400  
 

      Senior Term Debt (8.3%, Due 10/2012)     6,337     6,337  
 

      Senior Term Debt (10.0%, Due 10/2012)(6)     3,000     3,000  
 

      Senior Subordinated Term Debt (13%, Due 10/2014)     4,671     4,671  
 

      Preferred Stock(4)     4,110     4,252  
 

      Common Stock(4)     69     688  
                     
 

            20,587     21,348  
 

Chase II Holdings Corp.

  Manufacturing—traffic doors   Revolving Credit Facility, $220 available (7.1%, Due 3/2008)     3,280     3,280  
 

      Senior Term Debt (8.8%, Due 3/2011)     9,900     9,900  
 

      Senior Term Debt (12.0%, Due 3/2011)(6)     7,840     7,840  
 

      Senior Subordinated Term Debt (13.0%, Due 3/2013)     6,168     6,168  
 

      Redeemable Preferred Stock(4)     6,961     8,455  
 

      Common Stock(4)     61     3,508  
                     
 

            34,210     39,151  
 

Quench Holdings Corp.

  Service—sales, installation and service of water coolers   Revolving Credit Facility, $0 available (7.1%, Due 3/2009)     1,500     1,500  
 

      Senior Term Debt (7.1%, Due 3/2011)     4,250     4,250  
 

      Senior Subordinated Term Debt (11.5%, Due 3/2011)     7,820     7,820  
 

      Equipment Line Note(7)     1,088     1,088  
 

      Preferred Stock(4)     3,000      
 

      Common Stock Warrants(4)     447      
                     
 

            18,105     14,658  
                     
 

Total Control Investments

  $ 138,354   $ 145,407  
                     
 

AFFILIATE INVESTMENTS

                 
 

Danco Acquisition Corp.

  Manufacturing—machining and sheet metal work   Revolving Credit Facility, $2,400 available (9.3%, Due 10/2010)   $ 600   $ 600  
 

      Senior Term Debt (9.3%, Due 10/2012)     5,550     5,550  
 

      Senior Term Debt (11.5%, Due 4/2013)     8,578     8,578  
 

      Redeemable Preferred Stock(4)     2,500     2,576  
 

      Common Stock Warrants(4)     3     1,045  
                     
 

            17,231     18,349  
 

                     

F-43



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

AS OF MARCH 31, 2008

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
Company(1)
  Industry   Investment(2)   Cost   Fair Value  
 

Mathey Investments, Inc.

  Manufacturing—pipe-cutting and pipe-fitting equipment   Revolving Credit Facility, $2,000 available (9.0%, Due 3/2011)(8)          
 

      Senior Term Debt (9.0%, Due 3/2013)(8)     2,500     2,500  
 

      Senior Term Debt (12.0%, Due 3/2014)(8)     7,300     7,300  
 

      Common Stock(4),(8)     500     500  
 

      Common Stock Warrants(4),(8)     277     277  
                     
 

            10,577     10,577  
 

Noble Logistics, Inc.

  Service—aftermarket auto parts delivery   Revolving Credit Facility, $100 available (7.1%, Due 12/2009)     1,900     1,900  
 

      Senior Term Debt (8.5%, Due 12/2011)     6,077     6,077  
 

      Senior Term Debt (10.5%, Due 3/2011)(6)     7,000     7,000  
 

      Preferred Stock(4)     1,750     2,108  
 

      Common Stock(4)     1,500     1,447  
                     
 

            18,227     18,532  
                     
 

Total Affiliate Investments

  $ 46,035   $ 47,458  
                     
 

Total Investments

  $ 350,805   $ 335,604  
                     

(1)
Certain of the listed securities are issued by affiliate(s) of the indicated portfolio company.

(2)
Percentage represents the weighted average interest rates in effect at March 31, 2008, and due date represents the contractual maturity date.

(3)
Marketable securities, such as syndicated loans, are valued based on the indicative bid price on or near March 31, 2008, offered by the respective syndication agent's trading desk, or secondary desk.

(4)
Security is non-income producing.

(5)
Fair value based on opinions of value submitted by Standard & Poor's Securities Evaluations, Inc. at March 31, 2008.

(6)
Last Out Tranche of senior debt, meaning if the portfolio company is liquidated then the holder of the Last Out Tranche is paid after the senior debt.

(7)
Total available for future borrowing for the purposes of purchasing equipment is $1,500. The undrawn amount of $411 may be drawn to purchase additional equipment through 10/31/2010. The interest rate on all amounts drawn on the equipment line note is 12% except for one draw of $188 whose interest rate is 15%. Each draw on the equipment line note is subject to its own amortization and maturity, typically over a period of 20-24 months. At March 31, 2008, the last amortization payment due under current amounts drawn under the equipment line note is 11/2009.

(8)
Valued at cost due to recent acquisition.

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

F-44



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 
  Three Months Ended
September 30,
  Six Months Ended
September 30,
 
 
  2008   2007   2008   2007  

INVESTMENT INCOME

                         
 

Interest income

                         
   

Non-Control/Non-Affiliate investments

  $ 2,134   $ 4,080   $ 4,458   $ 7,329  
   

Control investments

    2,735     2,612     5,304     5,177  
   

Affiliate investments

    1,349     375     2,460     801  
   

Cash and cash equivalents

    22     61     46     114  
                   
   

Total interest income

    6,240     7,128     12,268     13,421  
 

Other income

    576     28     586     35  
                   
     

Total investment income

    6,816     7,156     12,854     13,456  
                   

EXPENSES

                         
 

Loan servicing fee (Refer to Note 4)

    1,258     1,260     2,511     2,454  
 

Base management fee (Refer to Note 4)

    435     453     861     812  
 

Administration fee (Refer to Note 4)

    212     228     447     436  
 

Interest expense

    1,084     2,023     2,186     3,438  
 

Amortization of deferred finance costs

    140     216     278     426  
 

Professional fees

    183     110     314     266  
 

Stockholder related costs

    200     157     301     195  
 

Insurance expense

    55     73     108     136  
 

Directors fees

    48     68     95     122  
 

Taxes and licenses

    24     41     67     83  
 

General and administrative expenses

    90     35     122     92  
                   
   

Expenses before credit from Adviser

    3,729     4,664     7,290     8,460  
                   

Credits to base management fee (Refer to Note 4)

    (696 )   (503 )   (1,270 )   (887 )
                   
     

Total expenses net of credit to base management fee

    3,033     4,161     6,020     7,573  
                   

NET INVESTMENT INCOME

    3,783     2,995     6,834     5,883  
                   

REALIZED AND UNREALIZED (LOSS) GAIN ON INVESTMENTS

                         
 

Realized loss on sale of Non-Control/Non-Affiliate investments

    (2,498 )   (3 )   (4,215 )   (52 )
 

Net unrealized depreciation of Non-Control/Non-Affiliate investments

    (5,191 )   (7,308 )   (726 )   (7,836 )
 

Net unrealized appreciation of Control investments

    10,840     180     5,973     5,454  
 

Net unrealized (depreciation) appreciation of Affiliate investments

    (5,978 )   (231 )   (11,393 )   454  
                   
     

Net loss on investments

    (2,827 )   (7,362 )   (10,361 )   (1,980 )
                   

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

 
$

956
 
$

(4,367

)

$

(3,527

)

$

3,903
 
                   

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS PER COMMON SHARE:

                         
   

Basic and Diluted

  $ 0.04   $ (0.26 ) $ (0.17 ) $ 0.24  
                   

SHARES OF COMMON STOCK OUTSTANDING:

                         
   

Basic and diluted weighted average shares

    22,080,133     16,560,100     21,011,740     16,560,100  

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

F-45



GLADSTONE INVESTMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
  Six Months Ended September 30,  
 
  2008   2007  

Operations:

             
 

Net investment income

  $ 6,834   $ 5,883  
 

Realized loss on sale of investments

    (4,215 )   (52 )
 

Net unrealized depreciation of portfolio

    (6,146 )   (1,928 )
           

Net (decrease) increase in net assets from operations

    (3,527 )   3,903  
           

Capital transactions:

             
 

Issuance of common stock

    41,290      
 

Shelf offering registration costs

    (643 )   (31 )
 

Distributions to stockholders

    (10,157 )   (7,452 )
           

Increase (decrease) in net assets from capital transactions

    30,490     (7,483 )
           

Total increase (decrease) in net assets

   
26,963
   
(3,580

)

Net Assets

             
 

Beginning of period

    206,445     222,818  
           
 

End of period

  $ 233,408   $ 219,238  
           

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

F-46



GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

 
  Six Months Ended September 30,  
 
  2008   2007  

CASH FLOWS FROM OPERATING ACTIVITIES

             
 

Net (decrease) increase in net assets resulting from operations

  $ (3,527 ) $ 3,903  
 

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

             
   

Purchase of investments

    (36,612 )   (113,784 )
   

Principal repayments of investments

    22,284     38,306  
   

Proceeds from the sale of investments

    13,296     5,809  
   

Net unrealized depreciation of investment portfolio

    6,146     1,928  
   

Net realized loss on sales of investments

    4,215     52  
   

Net amortization of premiums and discounts

    19     218  
   

Amortization of deferred finance costs

    278     426  
   

Decrease (increase) in interest receivable

    309     (695 )
   

Decrease in due from custodian

    1,351     10,258  
   

Increase in prepaid insurance

    (114 )   (164 )
   

Decrease (increase) in other assets

    309     (195 )
   

Increase (decrease) in other liabilities

    13     (16 )
   

Increase in administration fee payable to Administrator (See Note 4)

    4     66  
   

Increase in base management fee payable to Adviser (See Note 4)

    123     254  
   

Decrease in loan servicing fee payable to Adviser (See Note 4)

    (7 )   (6 )
   

(Decrease) increase in accrued expenses

    (167 )   496  
           
     

Net cash provided by (used in) operating activities

    7,920     (53,144 )

CASH FLOWS FROM FINANCING ACTIVITIES

             
   

Net proceeds from the issuance of common stock

    40,647      
   

Borrowings from line of credit

    129,000     147,100  
   

Repayments of line of credit

    (142,870 )   (101,050 )
   

Deferred finance costs

        (22 )
   

Shelf offering registration costs

        (32 )
   

Distributions paid

    (10,157 )   (7,452 )
           
     

Net cash provided by financing activities

    16,620     38,544  
           

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   
24,540
   
(14,600

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

   
9,360
   
37,789
 
           

CASH AND CASH EQUIVALENTS, END OF PERIOD

 
$

33,900
 
$

23,189
 
           

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

F-47



GLADSTONE INVESTMENT CORPORATION

FINANCIAL HIGHLIGHTS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

 
  Three Months Ended September 30,   Six Months Ended September 30,  
 
  2008   2007   2008   2007  

Per Share Data(1)

                         

Balance at beginning of period

  $ 10.77   $ 13.73   $ 12.47   $ 13.46  

Income from investment operations:

                         
 

Net investment income(2)

    0.17     0.18     0.33     0.35  
 

Realized loss on sale of investments(2)

    (0.11 )       (0.20 )    
 

Net unrealized depreciation of investments(2)

    (0.02 )   (0.44 )   (0.30 )   (0.12 )
                   

Total from investment operations

    0.04     (0.26 )   (0.17 )   0.23  
                   

Distributions from:

                         
 

Net investment income

    (0.24 )   (0.23 )   (0.48 )   (0.45 )
                   

Total distributions(3)

    (0.24 )   (0.23 )   (0.48 )   (0.45 )

Rights offering costs

   
   
   
(0.03

)
 
 

Effect of distribution of stock rights offering after record date(4)

            (1.22 )    
                   
   

Net asset value at end of period

  $ 10.57   $ 13.24   $ 10.57   $ 13.24  
                   

Per share market value at beginning of period

 
$

6.38
 
$

14.21
 
$

9.32
 
$

14.87
 

Per share market value at end of period

  $ 6.88   $ 12.84   $ 6.88   $ 12.84  

Total return(5)

    14.79 %   (8.04 )%   (21.39 )%   (10.73 )%

Shares outstanding at end of period

    22,080,133     16,560,100     22,080,133     16,560,100  

Statement of Assets and Liabilities Data:

                         

Net assets at end of period

  $ 233,408   $ 219,238   $ 233,408   $ 219,238  

Average net assets(6)

  $ 234,165   $ 223,254   $ 238,410   $ 223,091  

Senior Securities Data:

                         

Borrowings under line of credit

  $ 130,965   $ 146,050   $ 130,965   $ 146,050  

Asset coverage ratio(7)(8)

    *278 %   *250 %   *278 %   *250 %

Asset coverage per unit(8)

  $ *2,783   $ *2,501   $ *2,783   $ *2,501  

Ratios/Supplemental Data:

                         

Ratio of expenses to average net
assets(9), (10)

    6.37 %   8.36 %   6.11 %   7.58 %

Ratio of net expenses to average net
assets(9), (11)

    5.18 %   7.46 %   5.05 %   6.79 %

Ratio of net investment income to average net
assets(9)

    6.46 %   5.37 %   5.73 %   5.27 %

(1)
Based on actual shares outstanding at the end of the corresponding period.

(2)
Based on weighted average basic per share data.

F-48



GLADSTONE INVESTMENT CORPORATION

FINANCIAL HIGHLIGHTS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)

(3)
Distributions are determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under accounting principles generally accepted in the United States of America.

(4)
The effect of distributions from the stock rights offering after the record date represents the effect on net asset value of issuing additional shares after the record date of a distribution.

(5)
Total return equals the change in the market value of the Company's common stock from the beginning of the period taking into account dividends reinvested in accordance with the terms of our dividend reinvestment plan.

(6)
Calculated using the average of the ending monthly net assets for the respective periods.

(7)
As a business development company, we are generally required to maintain a ratio of 200% of total assets, less all liabilities and indebtedness not represented by senior securities, to total borrowings.

(8)
Asset coverage ratio is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is the asset coverage ratio expressed in terms of dollar amounts per $1,000 of indebtedness.

(9)
Amounts are annualized.

(10)
Ratio of expenses to average net assets is computed using expenses before credit from the Adviser.

(11)
Ratio of net expenses to average net assets is computed using total expenses net of credits to the management fee.

*
These numbers have been revised from amounts previously reported due to an immaterial error.

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

F-49



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 1. ORGANIZATION

        Gladstone Investment Corporation (the "Company") was incorporated under the General Corporation Laws of the State of Delaware on February 18, 2005, and completed an initial public offering on June 22, 2005. The Company is a closed-end, non-diversified management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, the Company has elected to be treated for tax purposes as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company's investment objectives are to achieve a high level of current income and capital gains by investing in debt and equity securities of established private businesses.

        Gladstone Business Investment, LLC ("Business Investment") a wholly-owned subsidiary of the Company, was established on August 11, 2006, for the sole purpose of owning the Company's portfolio of investments in connection with the establishment of its line of credit facility with Deutsche Bank AG. The financial statements of Business Investment are consolidated with those of the Company.

        The Company is externally managed by Gladstone Management Corporation (the "Adviser"), an unconsolidated affiliate of the Company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

        Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, necessary for the fair statement of financial statements for the interim periods have been included. The current period's results of operations are not necessarily indicative of results that ultimately may be achieved for the year. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended March 31, 2008, as filed with the Securities and Exchange Commission ("SEC") on May 21, 2008.

        The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all of the disclosures required by GAAP.

Reclassifications

        Certain amounts in the prior year's financial statements have been reclassified to conform to the current year presentation with no effect to net increase (decrease) in net assets resulting from operations.

F-50



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment Valuation

        In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 157—Fair Value Measurements ("SFAS 157"), which, for financial assets, is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. The Company adopted SFAS 157 on April 1, 2008. In part, SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. The new standard provides a consistent definition of fair value that 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. The standard also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.

        The following table presents the financial instruments carried at fair value as of September 30, 2008, by caption on the accompanying condensed consolidated statement of assets and liabilities for each of the three levels of hierarchy established by SFAS 157:

 
  As of September 30, 2008  
 
  Level 1   Level 2   Level 3   Total Fair Value
Reported in Condensed
Consolidated Statement of
Assets and Liabilities
 

Non-Control/Non-Affiliate investments

  $   $   $ 115,133   $ 115,133  

Control investments

            157,246     157,246  

Affiliate investments

            53,877     53,877  
                   
 

Total investments at fair value

  $   $   $ 326,256   $ 326,256  
                   

F-51



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Changes in Level 3 Fair Value Measurements

        The following table provides a roll-forward in the changes in fair value during the six-month period from March 31, 2008 to September 30, 2008, and for the three-month period from June 30, 2008 through September 30, 2008 for all investments for which the Company determines fair value using unobservable (Level 3) factors. When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the 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 components, observable components (that is, components that are actively quoted and can be validated to external sources). Accordingly, the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.


Fair value measurements using unobservable data inputs (Level 3)

 
  Non-Control/
Non-Affiliate
Investments
  Control
Investments
  Affiliate
Investments
  Total  

Six months ended September 30, 2008:

                         

Fair value at March 31, 2008

  $ 142,739   $ 145,407   $ 47,458   $ 335,604  
 

Total realized/unrealized (losses) gains(a)

    (4,941 )   5,973     (11,393 )   (10,361 )
 

New investments, repayments, and settlements, net

    (22,665 )   5,866     17,812     1,013  
 

Transfers in (out) of Level 3

                 
                   

Fair value as of September 30, 2008

  $ 115,133   $ 157,246   $ 53,877   $ 326,256  
                   

Three months ended September 30, 2008:

                         

Fair value at June 30, 2008

  $ 130,764   $ 141,042   $ 48,493   $ 320,299  
 

Total realized/unrealized (losses) gains(a)

    (7,689 )   10,840     (5,978 )   (2,827 )
 

New investments, repayments, and settlements, net

    (7,942 )   5,364     11,362     8,784  
 

Transfers in (out) of Level 3

                 
                   

Fair value as of September 30, 2008

  $ 115,133   $ 157,246   $ 53,877   $ 326,256  
                   

(a)
Realized/unrealized gains and losses are reported on the accompanying condensed consolidated statements of operations for the three and six months ended September 30, 2008.

Investment Valuation Policy

        The Company carries its investments at market value to the extent that market quotations are readily available, and otherwise at fair value, as determined in good faith by its Board of Directors. In determining the fair value of the Company's investments, the Adviser has established an investment valuation policy (the "policy"). The policy has been approved by the Company's Board of Directors,

F-52



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


and each quarter the Board of Directors reviews whether the Adviser has applied the policy consistently and votes whether or not to accept the recommended valuation of the Company's investment portfolio.

        The Company uses generally accepted valuation techniques to value its portfolio unless the Company has specific information about the value of an investment to determine otherwise. From time to time the Company may accept an appraisal of a business in which the Company holds securities. These appraisals are expensive and occur infrequently but provide a third-party valuation opinion that may differ in results, techniques and scopes used to value the Company's investments. When these specific third-party valuations are engaged or accepted, the Company would use such appraisals to value the investment the Company has in that business if it was determined that the appraisals were the best estimate of fair value.

        The policy, which is summarized below, applies to publicly-traded securities, securities for which a limited market exists, and securities for which no market exists.

         Publicly-traded securities:    The Company determines the value of publicly-traded securities based on the closing price for the security on the exchange or securities market on which it is listed and primarily traded on the valuation date. To the extent that the Company owns restricted securities that are not freely tradable, but for which a public market otherwise exists, the Company will use the market value of that security adjusted for any decrease in value resulting from the restrictive feature. The Company uses Level 1 inputs for these types of securities. The Company did not value any of its investments using Level 1 inputs as of September 30, 2008.

         Securities for which a limited market exists:    The Company values securities that are not traded on an established secondary securities market, but for which a limited market for the security exists, such as certain participations in, or assignments of, syndicated loans, at the quoted price. Firm bid prices are requested; however, if a firm bid price is unavailable, the Company bases the value of the security upon the indicative bid price offered by the respective originating syndication agent's trading desk, or secondary desk, on or near the valuation date. To the extent that the Company uses the indicative bid price as a basis for valuing the security, the Adviser may take further steps to consider additional information to validate that price in accordance with the policy. The Company uses Level 2 or 3 inputs for these types of securities, as applicable. The Company did not value any securities using Level 2 inputs during the quarter ended September 30, 2008.

         Securities for which no market exists:    The valuation methodology for securities for which no market exists falls into three categories: (1) portfolio investments comprised solely of debt securities; (2) portfolio investments in controlled companies comprised of a bundle of securities, which can include debt and equity securities; and (3) portfolio investments in non-controlled companies comprised of a bundle of securities, which can include debt and equity securities. The Company uses Level 3 inputs for these types of securities.

F-53



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(1)
Portfolio investments comprised solely of debt securities:    The fair value of the Company's debt securities that are not publicly traded, or for which a limited market does not exist ("Non-Public Debt Securities"), and that are issued by portfolio companies where the Company has no equity, or equity-like securities, or holds a non-control equity interest, rely on opinions of value submitted to it by Standard & Poor's Securities Evaluations, Inc. ("SPSE"). SPSE will only evaluate the debt portion of the Company's investments for which the Company specifically requests evaluation, and may decline to make requested evaluations for any reason at its sole discretion. SPSE opinions of value are submitted to the Board of Directors along with the Adviser's supplemental assessment and recommendation regarding valuation of each of these investments.

(2)
Portfolio investments in controlled companies comprised of a bundle of investments, which can include debt and equity securities:    For its Non-Public Debt Securities and equity or equity-like securities (e.g. preferred equity, equity, or other equity-like securities) that are purchased together as part of a package, where the Company has control or could gain control through an option or warrant security, both the debt and equity securities of the portfolio investment would exit in the mergers and acquisition market as the principal market, generally through a sale or recapitalization of the portfolio company. Further, the Company believes that the in-use premise of value (as defined in SFAS 157), which assumes the debt and equity securities are sold together, is appropriate as this would provide maximum proceeds to the seller. As a result, the Company will continue to use the enterprise value methodology utilizing a liquidity waterfall approach to determine the fair value of these investments under SFAS 157 if the Company has the ability to initiate a sale of a portfolio company as of the measurement date. Under this approach, the Company first calculates the total enterprise value of the issuer by incorporating some or all of the following factors to determine the total enterprise value of the issuer: the issuer's ability to make payments, the earnings of the issuer, recent sales to third parties of similar securities, the comparison to publicly traded securities, and discounted cash flow or other pertinent factors.
(3)
Portfolio investments in non-controlled companies comprised of a bundle of investments, which can include debt and equity securities:    The Company values Non-Public Debt Securities that are purchased together with equity and equity-like securities from the same portfolio company, or issuer, for which the Company does not control or cannot gain control as of the measurement date, using a hypothetical secondary market as the Company's principal market. In accordance with SFAS 157, the Company determines its fair value of these debt securities of non-control

F-54



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        As of September 30, 2008, the investment portfolio that was valued using third-party valuation opinions was approximately $158.6 million, or 49% of the fair value of the Company's total portfolio investments.

Interest and Dividend Income Recognition

        Interest income, adjusted for amortization of premiums and acquisition costs and for the accretion of discounts, is recorded on the accrual basis to the extent that such amounts are expected to be collected. The Company stops accruing interest on its investments when it is determined that interest is no longer collectible. At September 30, 2008, one Non-Control/Non-Affiliate investment was on non-accrual with a cost basis of approximately $4.6 million and one Control investment was on non-accrual with a cost basis of approximately $6.9 million, or an aggregate of 3.7% of the cost basis of all loans in our portfolio. At March 31, 2008, one Non-Control/Non-Affiliate investment was on non-accrual with a cost basis of approximately $2.9 million and one Control investment was on non-accrual with a cost basis of approximately $6.0 million, or an aggregate of 2.8% of the cost basis of all loans in our portfolio. Conditional interest, or a success fee, is recorded upon full repayment of a loan investment. To date, the Company has not recorded any conditional interest. Dividend income on preferred equity securities is accrued to the extent that such amounts are expected to be collected and that the Company has the option to collect such amounts in cash. To date, the Company has not accrued any dividend income.

F-55



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Services Provided to Portfolio Companies

        As a business development company under the 1940 Act, the Company is required to make available significant managerial assistance to its portfolio companies. The Company provides these services through its Adviser, who provides these services on the Company's behalf through its officers, who are also the Company's officers. Currently, neither the Company nor its Adviser charges a fee for managerial assistance; however, if the Adviser does receive fees for such managerial assistance, it will credit the managerial assistance fees to the base management fee due from the Company to its Adviser.

        The Adviser receives fees for the other services it provides to the Company's portfolio companies. These other fees are typically non-recurring, are recognized as revenue when earned and are generally paid directly to the Adviser by the borrower or potential borrower upon the closing of the investment. The services the Adviser provides to the Company's portfolio companies vary by investment, but generally include a broad array of services such as investment banking services, arranging bank and equity financing, structuring financing from multiple lenders and investors, reviewing existing credit facilities, restructuring existing investments, raising equity and debt capital, turnaround management, merger and acquisition services and recruiting new management personnel. When the Adviser receives fees for these services, 50% of certain of those fees are voluntarily credited against the base management fee that the Company pays to its Adviser. Any services of this nature subsequent to the closing would typically generate a separate fee at the time of completion.

        The Adviser also receives fees for monitoring and reviewing portfolio company investments. These fees are recurring and are generally paid annually or quarterly in advance to the Adviser throughout the life of the investment. Fees of this nature are recorded as revenue by the Adviser when earned and are not credited against the base management fee.

        The Company may receive fees for the origination and closing services the Company provides to portfolio companies through the Adviser. These fees are paid directly to the Company and are recognized as revenue upon closing of the originated investment and are reported as fee income in the consolidated statements of operations.

Recent Accounting Pronouncements

        In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"), which is intended to help investors better understand how derivative instruments and hedging activities affect an entity's financial position, financial performance and cash flows through enhanced disclosure requirements. The enhanced disclosures include disclosing the objectives and strategies for using derivative instruments by their underlying risk as well as a tabular format of the fair values of the derivative instruments and their gains and losses. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe the adoption of this pronouncement will have a material impact on its results of operations.

F-56



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In December 2007, the FASB issued SFAS No. 141(R), Business Combinations ("SFAS 141(R)"). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact of this pronouncement on its consolidated financial statements.

NOTE 3. INVESTMENTS

Non-Control/Non-Affiliate Investments

        At September 30, 2008 and March 31, 2008, the Company held investments in Non-Control/Non-Affiliates of approximately $139.5 million and $166.4 million, at cost, respectively. These investments were comprised primarily of syndicated loan participations of senior notes of private companies and also non-syndicated loan investments where the Company does not have a significant ownership interest in the portfolio company. Included in the Non-Control/Non-Affiliate investments, at both September 30, 2008 and March 31, 2008, the Company had invested approximately $300 in common stock warrants of one Non-Control/Non-Affiliate company. At September 30, 2008 and March 31, 2008, the Company's investments, at cost, in Non-Control/Non-Affiliates represented approximately 60% and 81%, respectively, of the Company's net assets.

Control and Affiliate Investments

        At September 30, 2008 and March 31, 2008, the Company had investments in Control and Affiliates, at cost, of approximately $166.8 million and $148.1 million, respectively, in revolving credit facilities, senior debt and subordinated debt. In addition, at September 30, 2008 and March 31, 2008, the Company had invested approximately $41.3 million and $36.6 million, respectively, in preferred and common equity of those companies.

        At September 30, 2008 and March 31, 2008, the Company's investments in Control investments, at cost, represented approximately 62% and 67%, respectively, of the Company's net assets. Also at September 30, 2008 and March 31, 2008, the Company's investments in Affiliate investments represented approximately 27% and 22%, respectively, of the Company's net assets.

        On May 19, 2008, the Company invested approximately $5.75 million in Tread Corporation ("Tread") and its subsidiaries. The investment was comprised of approximately $750 in preferred stock, $5.0 million of senior second lien debt notes and a nominal amount in convertible common stock warrants. Tread, based in Roanoke, VA, was founded in 1957 and manufactures products that store, transport and mix the primary ingredients for liquid explosives, which are ammonium nitrate and fuel oil.

F-57



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

        On August 22, 2008, the Company invested approximately $21.4 million in Galaxy Tool Holding Corporation ("Galaxy") and its subsidiaries. The investment was comprised of approximately $4.1 million and $48 in preferred stock and common stock, respectively, and $17.25 million in a senior second lien debt note. Galaxy, based in Winfield, KS, was founded in 1985 and is a manufacturer of specialized tooling for the aerospace industry, as well as blow and injection molds for the plastics industry.

        On August 29, 2008, the Company restructured its investment with Quench USA, LLC ("Quench"), reaching a settlement on the revolving credit facility and the Term A senior subordinated debt, and increasing the Term B senior subordinated debt to $8.0 million. In the restructuring, approximately $617 of dividends were received, $567 of which were recorded as ordinary income. The remaining $50 reduced the Company's basis in Quench. Furthermore, due to a decrease in the Company's ownership percentage in the investment, Quench has been reclassified in these financial statements as an "Affiliate" investment, along with all unrealized gains and losses and interest income associated with the investment since the date of the restructuring.

        On September 11, 2008, the Company invested approximately $3.1 million in A. Stucki ("Stucki") in the form of additional debt to the existing senior subordinated term debt for Stucki's acquisition of the assets of Alco Spring Industries, Inc. Alco Springs, located in Chicago, IL, is one of the last independent manufacturers of hot wound springs for the transportation and heavy equipment industries. This investment carries the same terms as the original senior subordinated term debt facility. The Company's equity securities and ownership did not change as a result of this transaction.

Investment Concentrations

        Approximately 63.3% of the aggregate fair value of the Company's investment portfolio at September 30, 2008 consisted of senior term debt, approximately 19.0% was senior subordinated term debt and approximately 17.7% was preferred and common equity securities. At September 30, 2008, the Company had an aggregate of approximately $347.6 million, at cost, invested in 46 portfolio companies. The following table outlines the Company's investments by type at September 30, 2008 and March 31, 2008:

 
  September 30, 2008   March 31, 2008  
 
  Cost   Fair Value   Cost   Fair Value  

Senior Term Debt

  $ 234,082   $ 206,400   $ 269,270   $ 244,878  

Senior Subordinated Term Debt

    71,924     61,952     43,894     38,644  

Subordinated Term Debt

            1,089     1,089  

Preferred & Common Equity Securities

    41,597     57,904     36,552     50,993  
                   
 

Total Investments

  $ 347,603   $ 326,256   $ 350,805   $ 335,604  
                   

F-58



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

        Investments at fair value consisted of the following industry classifications at September 30, 2008 and March 31, 2008:

 
  September 30, 2008   March 31, 2008  
 
   
  Percentage of    
  Percentage of  
 
  Fair Value   Total
Investments
  Net Assets   Fair Value   Total
Investments
  Net Assets  

Aerospace and Defense

  $ 21,410     6.6 %   9.2 % $     0.0 %   0.0 %

Automobile

    1,548     0.5 %   0.7 %   2,074     0.6 %   1.0 %

Beverage, Food and Tobacco

    1,705     0.5 %   0.7 %   3,454     1.0 %   1.7 %

Broadcasting and Entertainment

    3,418     1.0 %   1.5 %   3,499     1.1 %   1.7 %

Buildings and Real Estate

    10,473     3.2 %   4.5 %   11,734     3.5 %   5.7 %

Cargo Transport

    15,433     4.7 %   6.6 %   20,869     6.2 %   10.1 %

Chemicals, Plastics and Rubber

    22,373     6.9 %   9.6 %   25,563     7.6 %   12.4 %

Containers, Packaging and Glass

    25,206     7.7 %   10.8 %   26,286     7.8 %   12.7 %

Diversified/Conglomerate Manufacturing

    59,889     18.3 %   25.7 %   57,500     17.1 %   27.9 %

Diversified/Conglomerate Service

    28,965     8.9 %   12.4 %   30,742     9.2 %   14.9 %

Ecological

        0.0 %   0.0 %   422     0.1 %   0.2 %

Electronics

    8,840     2.7 %   3.8 %   10,689     3.2 %   5.2 %

Healthcare, Education and Childcare

    38,243     11.7 %   16.4 %   37,238     11.1 %   18.0 %

Home and Office Furnishings

        0.0 %   0.0 %   14,658     4.4 %   7.1 %

Machinery

    64,176     19.7 %   27.5 %   66,439     19.8 %   32.2 %

Oil and Gas

    5,779     1.8 %   2.5 %       0.0 %   0.0 %

Personal, Food and Miscellaneous Services

    4,431     1.4 %   1.9 %   6,936     2.1 %   3.4 %

Printing and Publishing

    3,401     1.0 %   1.5 %   5,299     1.6 %   2.6 %

Telecommunications

    10,966     3.4 %   4.7 %   12,202     3.6 %   5.9 %
                               
 

Total Investments

  $ 326,256     100.0 %       $ 335,604     100.0 %      
                               

F-59



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 3. INVESTMENTS (Continued)

        The investments at fair value were included in the following geographic regions of the United States and Canada at September 30, 2008 and March 31, 2008:

 
  September 30, 2008   March 31, 2008  
 
   
  Percentage of    
  Percentage of  
 
  Fair Value   Total
Investments
  Net Assets   Fair Value   Total
Investments
  Net Assets  

Mid-Atlantic

  $ 124,725     38.2 %   53.4 % $ 131,883     39.3 %   63.9 %

Midwest

    111,509     34.2 %   47.8 %   106,811     31.8 %   51.7 %

Northeast

    8,575     2.6 %   3.7 %   10,718     3.2 %   5.2 %

Southeast

    49,434     15.2 %   21.2 %   49,780     14.8 %   24.1 %

West

    32,013     9.8 %   13.7 %   36,412     10.9 %   17.6 %
                               
 

Total Investments

  $ 326,256     100.0 %       $ 335,604     100.0 %      
                               

        The geographic region depicts the location of the headquarters for the Company's portfolio companies. A portfolio company may have a number of other business locations in other geographic regions.

Investment Principal Repayments

        The following table summarizes the contractual principal repayment and maturity of the Company's investment portfolio by fiscal year, assuming no voluntary prepayments:

 
  Amount  

For the remaining six months ending March 31:

       
 

2009

  $ 8,872  

For the fiscal year ending March 31:

       
 

2010

    13,621  
 

2011

    39,354  
 

2012

    58,800  
 

2013

    52,854  
 

Thereafter

    132,447  
       
   

Total contractual repayments

  $ 305,948  

Investments in equity securities

    41,597  

Unamortized premiums on debt securities

    58  
       
   

Total

  $ 347,603  
       

F-60



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 4. RELATED PARTY TRANSACTIONS

Investment Advisory and Management Agreement

        The Company has entered into an investment advisory and management agreement with the Adviser (the "Advisory Agreement"), which is controlled by the Company's chairman and chief executive officer. In accordance with the Advisory Agreement, the Company pays the Adviser fees as compensation for its services, consisting of a base management fee and an incentive fee.

        Through December 31, 2006, the base management fee was computed and payable quarterly and was assessed at an annual rate of 2.0% computed on the basis of the average value of the Company's gross invested assets at the end of the two most recently completed quarters, which were total assets less the cash proceeds and cash and cash equivalents from the proceeds of the Company's initial public offering that were not invested in debt and equity securities of portfolio companies. Beginning on January 1, 2007, the base management fee was computed and payable quarterly and was assessed at an annual rate of 2.0% computed on the basis of the value of the Company's average gross assets at the end of the two most recently completed quarters, which are total assets, including investments made with proceeds of borrowings, less any uninvested cash or cash equivalents resulting from borrowings.

        On January 9, 2007, the Company's Board of Directors accepted an unconditional and irrevocable voluntary waiver from the Adviser to reduce the annual 2.0% base management fee on senior syndicated loan participations to 0.5%, to the extent that proceeds resulting from borrowings were used to purchase such syndicated loan participations, for the quarter ended September 30, 2008.

        On July 9, 2008, the Company's Board of Directors approved the renewal of its Advisory Agreement with the Adviser through August 31, 2009.

        When the Adviser receives fees from portfolio companies, as discussed in Note 2 under "Services Provided to Portfolio Companies," 50% of certain of these fees are credited against the base management fee that the Company would otherwise be required to pay to the Adviser.

        The following tables summarize the management fees and associated credits reflected in the accompanying consolidated statements of operations:

 
  Three months ended   Six months ended  
 
  September 30,
2008
  September 30,
2007
  September 30,
2008
  September 30,
2007
 

Base management fee

  $ 435   $ 453   $ 861   $ 812  

Credits to base management fee from Adviser:

                         

Credit for investment advisory fees received by Adviser

    (313 )   (61 )   (463 )   (735 )

Fee reduction for the voluntary, irrevocable waiver of 2% fee on senior syndicated loans to 0.5% per annum

    (383 )   (442 )   (807 )   (152 )
                   

Credit to base management fee from Adviser

    (696 )   (503 )   (1,270 )   (887 )
                   

Net base management fee

  $ (261 ) $ (50 ) $ (409 ) $ (75 )
                   

F-61



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 4. RELATED PARTY TRANSACTIONS (Continued)

        At September 30, 2008, a resulting base management fee credit of $261 was unpaid and is included as a reduction in the Fee due to Adviser line item in the accompanying condensed consolidated statements of assets and liabilities. The Fee due to Adviser of $27 also includes loan servicing fees of $288, as discussed below. At March 31, 2008, a base management fee credit of $384 was unpaid and included in fees due to Adviser in the accompanying condensed consolidated statement of assets and liabilities. The amount due from Adviser of $89 also includes a loan servicing fee of $295.

        In addition, the Adviser services the loans held by Business Investment, in return for which the Adviser receives a 2.0% annual fee based on the monthly aggregate balance of loans held by Business Investment. Since the Company owns these loans, all loan servicing fees paid to the Adviser are treated as reductions against the 2.0% base management fee payable to the Adviser. Overall, the base management fee due to the Adviser cannot exceed 2.0% of total assets (as reduced by cash and cash equivalents pledged to creditors) during any given fiscal year.

        For the three and six months ended September 30, 2008, the Company recorded loan servicing fees due to the Adviser of $1,258 and $2,511, respectively. At September 30, 2008, the Company owed $288 of unpaid loan servicing fees to the Adviser, which are netted and recorded in Fee due to Adviser. At March 31, 2008, there were $295 of loan servicing fees due to the Adviser that were included as a credit in fees Due from Adviser in the accompanying consolidated statements of assets and liabilities, offsetting the base management fee credit due to the Company from the Adviser at that date.

        The incentive fee consists of two parts: an income-based incentive fee and a capital gains incentive fee. The income-based incentive fee rewards the Adviser if the Company's quarterly net investment income (before giving effect to any incentive fee) exceeds 1.75% of our net assets (the "hurdle rate"). The Company will pay the Adviser an income incentive fee with respect to the Company's pre-incentive fee net investment income in each calendar quarter as follows:

        The second part of the incentive fee is a capital gains incentive fee that will be 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% of the Company's realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Adviser, the Company will calculate the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since the Company's inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in the Company's portfolio.

F-62



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 4. RELATED PARTY TRANSACTIONS (Continued)

        Because pre-incentive fee net investment income was below the hurdle rate of 1.75% of net assets, no income-based incentive fee was recorded for the three months ended September 30, 2008 or 2007. No capital gains incentive fee was recorded for the three months ended September 30, 2008 or 2007, as cumulative unrealized capital depreciation exceeded cumulative realized capital gains net of cumulative realized capital losses for each period.

Administration Agreement

        The Company has entered into an administration agreement (the "Administration Agreement") with Gladstone Administration, LLC (the "Administrator"), a wholly-owned subsidiary of the Adviser whereby it pays separately for administrative services. The Administration Agreement provides for payments equal to the Company's allocable portion of its Administrator's overhead expenses in performing its obligations under the Administration Agreement including, but not limited to, rent for employees of the Administrator, and its allocable portion of the salaries and benefits expenses of the Company's chief financial officer, controller, chief compliance officer, treasurer and their respective staffs. The Company's allocable portion of expenses is derived by multiplying the Administrator's total allocable expenses by the percentage of the Company's average total assets (the total assets at the beginning and end of each quarter) in comparison to the average total assets of all companies managed by the Adviser under similar agreements.

        The Company recorded fees to the Administrator on the consolidated statements of operations of $212 and $447 for the three and six months ended September 30, 2008, respectively, as compared to administration fees of $228 and $436, respectively, for the three and six months ended September 30, 2007. As of September 30, 2008 and March 31, 2008, $212 and $208, respectively, was unpaid and included in Fee due to Administrator in the accompanying consolidated statements of assets and liabilities.

        On July 9, 2008, the Company's Board of Directors approved the renewal of its Administration Agreement with the Administrator through August 31, 2009.

License Agreement

        The Company has entered into a license agreement with the Adviser, pursuant to which the Adviser has granted the Company a non-exclusive license to use the name "Gladstone" and the Diamond G trademark. This license agreement required us to pay the Adviser a royalty fee of $10 per quarter through March 31, 2009. The amount of the fee is negotiated on an annual basis by the Company's compensation committee and must be approved by a majority of the Company's independent directors. The fee was increased to $10 per quarter effective as of April 1, 2008 and, as a result of the last negotiation, will remain at $10 for the next contract term which begins on April 1, 2009. The license arrangement will terminate in the event that Gladstone Management Corporation is no longer the Company's investment adviser.

F-63



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 5. LINE OF CREDIT

        Through the Company's wholly-owned subsidiary, Business Investment, the Company had obtained a $200 million revolving credit facility (the "Credit Facility"). On October 19, 2006, the Company executed a Purchase and Sale Agreement pursuant to which it agreed to sell certain loans to Business Investment in consideration of a membership interest therein. Simultaneously, Business Investment executed a Credit Agreement (the "Credit Agreement") with Deutsche Bank AG, New York Branch ("Deutsche Bank"), as administrative agent, pursuant to which Business Investment pledged the loans purchased from the Company to secure future advances by certain institutional lenders. On March 29, 2007, the Company increased its capacity under the Credit Facility from $100 million to $200 million, such that an additional $50 million would be available for borrowing for the succeeding 90 day period after the initial amendment of the Credit Facility, and the remaining $50 million would be available thereafter. Availability under the Credit Facility was originally scheduled to terminate on October 18, 2007; however, on that date we amended and extended the Credit Facility such that availability under the Credit Facility terminated on October 16, 2008.

        On October 16, 2008 the Company further renewed its credit facility arranged by Deutsche Bank, A.G. See Note 11 Subsequent Events for further information. Interest is payable monthly during the term of the Credit Facility and principal will be payable out of collections on loans purchased from the Company during the period following the date of which availability for advances has terminated through maturity. Interest rates charged on the advances under the facility are based on the rate paid by the lenders on commercial paper notes issued by such lenders to fund some or all of the advances, the London Interbank Offered Rate ("LIBOR"), the Prime Rate or the Federal Funds Rate, depending on market conditions, and adjust periodically. Available borrowings are subject to various constraints imposed under the Credit Agreement, based on the aggregate loan balance pledged by Business Investment, which varies as loans are added and repaid, regardless of whether such repayments are early prepayment or are made as contractually required.

        The Credit Facility contains covenants that require Business Investment to maintain its status as a separate entity; prohibit certain significant corporate transactions (such as mergers, consolidations, liquidations or dissolutions); and restrict material changes to the Company's credit and collection policies. The facility also restricts some of the terms and provisions (including interest rates, terms to maturity and payments schedules) and limits the borrower and industry concentrations of loans that are eligible to secure advances. As of September 30, 2008, Business Investment was in compliance with all of the facility covenants. As of September 30, 2008, there was $131.0 million of borrowings outstanding on the Credit Facility at an interest rate of approximately 3.9% and the remaining borrowing capacity under the Credit Facility was approximately $69.0 million.

        The administrative agent also requires that any interest or principal payments on pledged loans be remitted directly by the borrower into a lockbox account with the Bank of New York as custodian. Deutsche Bank is also the trustee of the account and once a month remits the collected funds to the Company. At September 30, 2008, the amount due from the custodian was approximately $3.0 million.

F-64



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 5. LINE OF CREDIT (Continued)

        The Adviser services the loans pledged under the Credit Facility. As a condition to this servicing arrangement, the Company executed a performance guaranty pursuant to which it guaranteed that the Adviser would comply fully with all of its obligations under the Credit Facility. The performance guaranty requires the Company to maintain a minimum net worth of $100 million and to maintain "asset coverage" with respect to "senior securities representing indebtedness" of at least 200%, in accordance with Section 18 of the 1940 Act. As of September 30, 2008, the Company was in compliance with the covenants under the performance guaranty.

NOTE 6. INTEREST RATE CAP AGREEMENT

        In October 2007, the Company entered into an interest rate cap agreement that will effectively limit the interest rate on a portion of the borrowings under the line of credit pursuant to the terms of the Credit Facility. The interest rate cap has a notional amount of $60 million at a cost of $53. The Company records changes in the fair market value of the interest rate cap agreement monthly based on the current market valuation at month end as unrealized depreciation or appreciation on derivative on the Company's consolidated statement of operations. The interest rate cap agreement expires in October 2009. The agreement provides that the Company's floating interest rate or cost of funds on a portion of the portfolio's borrowings will be capped at 9% when the LIBOR rate is in excess of 9%. At September 30, 2008, the interest rate cap agreement had a nominal fair market value.

        The use of a cap involves risks that are different from those associated with ordinary portfolio securities transactions. Cap agreements may be considered to be illiquid. Although the Company will not enter into any such agreements unless it believes that the other party to the transaction is creditworthy, the Company does bear the risk of loss of the amount expected to be received under such agreements in the event of default or bankruptcy of the agreement counterparty.

NOTE 7. COMMON STOCK

 
  Shares   Total Value  

Balance at March 31, 2008

    16,560,100   $ 224,190  

Issuance of common stock under rights offering

    5,520,033     40,646  
           

Balance at September 30, 2008

    22,080,133   $ 264,836  
           

        In April 2008, the Company completed an offering of transferable subscription rights to purchase additional shares of common stock (the "Rights Offering"). Pursuant to the Rights Offering, the Company sold 5,520,033 shares of its common stock at a subscription price of $7.48, which represented a purchase price equal to 93% of the weighted average closing price of the Company's stock in the last five trading days of the subscription period. Net proceeds of the offering, after offering expenses borne by the Company, were approximately $40.7 million and were used to repay a portion of outstanding borrowings under the Company's line of credit.

F-65



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

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

        The following table sets forth the computation of basic and diluted net increase (decrease) in net assets per common share resulting from operations:

 
  Three months ended
September 30,
  Six months ended
September 30,
 
 
  2008   2007   2008   2007  

Numerator for basic and diluted net increase (decrease) in net assets resulting from operations per share

  $ 956   $ (4,367 ) $ (3,527 ) $ 3,903  

Denominator for basic and diluted shares

    22,080,133     16,560,100     21,011,740     16,560,100  
                   

Basic and diluted net increase (decrease) in net assets resulting from operations per share

  $ 0.04   $ (0.26 ) $ (0.17 ) $ 0.24  
                   

NOTE 9. DIVIDENDS

        The following table lists the per share dividends paid for the six months ended September 30, 2008 and 2007:

Fiscal Year 2009

Record Date
  Payment Date   Dividend
Per Share
 
September 22, 2008   September 30, 2008   $ 0.08  
August 21, 2008   August 29, 2008     0.08  
July 23, 2008   July 31, 2008     0.08  
June 20, 2008   June 30 2008     0.08  
May 21 2008   May 30, 2008     0.08  
April 22, 2008   April 30, 2008     0.08  
           
  Total   $ 0.48  
           

F-66



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 9. DIVIDENDS (Continued)

Fiscal Year 2008

Record Date
  Payment Date   Dividend
Per Share
 
September 20, 2007   September 28, 2007   $ 0.075  
August 23, 2007   August 31, 2007     0.075  
July 23, 2007   July 31, 2007     0.075  
June 21, 2007   June 29, 2007     0.075  
May 22, 2007   May 31, 2007     0.075  
April 20, 2007   April 30, 2007     0.075  
           
  Total   $ 0.45  
           

        Aggregate dividends declared and paid for the three months ended September 30, 2008 and 2007 were approximately $5.3 million and $3.7 million, respectively. Aggregate dividends declared for the six months ended September 30, 2008 and 2007 were approximately $10.2 million and $7.4 million, respectively. All dividends were declared based on estimates of net investment income for the respective fiscal years.

        The timing and characterization of certain income and capital gains distributions are determined annually in accordance with federal tax regulations which may differ from GAAP. These differences primarily relate to items recognized as income for financial statement purposes and realized gains for tax purposes. As a result, net investment income and net realized gain (loss) on investment transactions for a reporting period may differ significantly from distributions during such period. Accordingly, the Company may periodically make reclassifications among certain of its capital accounts without impacting the net asset value of the Company.

Section 19(a) Disclosure

        The Company's Board of Directors estimates the source of the distributions at the time of their declaration as required by Section 19(a) of the 1940 Act. On a monthly basis, if required under Section 19(a), the Company posts a Section 19(a) notice through the Depository Trust Company's Legal Notice System ("LENS") and also sends to its registered stockholders a written Section 19(a) notice along with the payment of dividends for any payment which includes a dividend estimated to be paid from any other source other than net investment income. The estimates of the source of the distribution are interim estimates based on GAAP that are subject to revision, and the exact character of the distributions for tax purposes cannot be determined until the final books and records of the Company are finalized for the calendar year. Following the calendar year end, after definitive information has been determined by the Company, if the Company has made distributions of taxable income (or return of capital), the Company will deliver a Form 1099-DIV to its stockholders specifying such amount and the tax characterization of such amount. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied

F-67



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 9. DIVIDENDS (Continued)


upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes.

        The following GAAP estimates were made by the Board of Directors during the quarter ended September 30, 2008:

Month Ended
  Ordinary
Income
  Return of
Capital
  Total
Dividend
 

September 30, 2008

  $ 0.067   $ 0.013   $ 0.080  

August 31, 2008

    0.061     0.019     0.080  

July 31, 2008

    0.062     0.018     0.080  

        Because the Board of Directors declares dividends at the beginning of a quarter, it is difficult to estimate how much of the Company's monthly dividends and distributions, based on GAAP, will come from ordinary income, capital gains, and returns of capital. Subsequent to the quarter ended September 30, 2008, the following corrections were made to the above listed estimates for that quarter:

Month Ended
  Ordinary
Income
  Return of
Capital
  Total
Dividend
 

September 30, 2008

  $ 0.067   $ 0.013   $ 0.080  

August 31, 2008

    0.050     0.030     0.080  

July 31, 2008

    0.055     0.025     0.080  

        For dividends declared subsequent to quarter end, the following estimates, based on GAAP, have been made pursuant to Section 19(a) of the 1940 Act:

Month Ended
  Ordinary
Income
  Return of
Capital
  Total
Dividend
 

December 31, 2008

  $ 0.068   $ 0.012   $ 0.080  

November 30, 2008

    0.051     0.029     0.080  

October 31, 2008

    0.047     0.033     0.080  

NOTE 10. CONTRACTUAL OBLIGATIONS

        At September 30, 2008, the Company was not a party to any signed investments to be funded.

F-68



GLADSTONE INVESTMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

SEPTEMBER 30, 2008

(UNAUDITED)

NOTE 11. SUBSEQUENT EVENTS

Dividends Declared

        On October 7, 2008, the Company's Board of Directors declared the following monthly cash dividends:

Record Date
  Payment Date   Dividend
Per Share
 
October 23, 2008   October 31, 2008   $ 0.08  
November 19, 2008   November 28, 2008     0.08  
December 22, 2008   December 31, 2008     0.08  

Amendment to Credit Facility

        On October 16, 2008, the Company, through Business Investment, amended and renewed its credit facility arranged by Deutsche Bank. Business Investment, the Adviser, Deutsche Bank and certain other parties listed from time to time as committed lenders entered into the credit agreement for the facility, which matures on April 16, 2009, and provides Gladstone Investment with a revolving credit facility of $125 million. Any advances under the credit facility will generally bear interest at the commercial paper rate plus 3.5% per annum, with a commitment fee of 0.75% per annum on the undrawn amounts. There was no fee in connection with this renewal.

F-69


Part C—OTHER INFORMATION

Item 25. Financial Statements and Exhibits

1.     Financial Statements

        The following financial statements of Gladstone Investment Corporation (the "Company" or the "Registrant") are included in the Registration Statement in "Part A: Information Required in a Prospectus:"

GLADSTONE INVESTMENT CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements

       

Report of Management on Internal Controls

    F-2  

Report of Independent Registered Public Accounting Firm

    F-3  

Consolidated Statement of Assets and Liabilities as of March 31, 2008 and March 31, 2007

    F-4  

Schedule of Investments as of March 31, 2008 and March 31, 2007

    F-5  

Consolidated Statement of Operations for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-12  

Consolidated Statement of Changes in Net Assets for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-13  

Consolidated Statement of Cash Flows for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-14  

Financial Highlights for the years ended March 31, 2008 and March 31, 2007 and the period June 22, 2005 (Commencement of Operations) to March 31, 2006

    F-15  

Notes to Consolidated Financial Statements

    F-16  

Unaudited Consolidated Financial Statements

       

Condensed Consolidated Statements of Assets and Liabilities as of September 30, 2008 and March 31, 2008

    F-36  

Condensed Consolidated Schedule of Investments as of September 30, 2008 and March 31, 2008

    F-37  

Condensed Consolidated Statements of Operations for the three months ended September 30, 2008 and 2007

    F-45  

Condensed Consolidated Statements of Operations for the six months ended September 30, 2008 and 2007

    F-45  

Condensed Consolidated Statements of Changes in Net Assets for the six months ended September 30, 2008 and 2007

    F-46  

Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2008 and 2007

    F-47  

Financial Highlights for the three months ended September 30, 2008 and 2007

    F-48  

Financial Highlights for the six months ended September 30, 2008 and 2007

    F-48  

Notes to Condensed Consolidated Financial Statements

    F-50  

C-1


2.     Exhibits

Exhibit
Number
  Description
2.a   Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit a.2 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-123699), filed May 13, 2005.

2.b.1

 

Amended and Restated Bylaws, incorporated by reference to Exhibit b.2 to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.b.2

 

First Amendment to Amended and Restated Bylaws, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed July 10, 2007.

2.c

 

Not applicable.

2.d.1

 

Specimen Stock Certificate, incorporated by reference to Exhibit 99.d to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.d.2

 

Form of Senior indenture, incorporated by reference to Exhibit 2.d.2 to the Registration Statement on Form N-2 (File No. 333-138008), filed on October 16, 2006.

2.d.3

 

Form of Subordinated indenture, incorporated by reference to Exhibit 2.d.3 to the Registration Statement on Form N-2 (File No. 333-138008), filed on October 16, 2006.

2.e

 

Dividend Reinvestment Plan, incorporated by reference to Exhibit 99.e to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.f

 

Not applicable.

2.g

 

Investment Advisory and Management Agreement between the Registrant and Gladstone Management Corporation, incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed June 14, 2006 (renewed on June 23, 2008).

2.h

 

Not applicable.

2.i

 

Joint Directors Nonqualified Excess Plan of Gladstone Commercial Corporation, Gladstone Capital Corporation and Gladstone Investment Corporation, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 12, 2006.

2.j

 

Custody Agreement between the Registrant and The Bank of New York, incorporated by reference to Exhibit 99.j to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.k.1

 

Administration Agreement between the Registrant and Gladstone Administration, LLC, incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed June 14, 2006 (renewed on June 23, 2008).

2.k.2

 

Stock Transfer Agency Agreement between the Registrant and The Bank of New York, incorporated by reference to Exhibit k.1 to Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-123699), filed May 13, 2005.

2.k.3

 

Trademark License Agreement between the Registrant and Gladstone Management Corporation, incorporated by reference to Exhibit k.3 to the Registration Statement on Form N-2 (File No. 333-123699), filed March 31, 2005.

C-2


Exhibit
Number
  Description
2.k.4   Credit Agreement by and among Gladstone Business Investment, LLC, Deutsche Bank AG and certain other parties, dated as of October 19, 2006, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 23, 2006.

2.k.5

 

Amendment No. 1 to the Credit Agreement by and among Gladstone Business Investment, LLC and Deutsche Bank AG, dated as of March 29, 2007, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 30, 2007.

2.k.5

 

Amendment No. 2 to the Credit Agreement by and among Gladstone Business Investment, LLC and Deutsche Bank AG, dated as of July 25, 2007, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed on October 31, 2007.

2.k.6

 

Amendment No. 3 to the Credit Agreement by and among Gladstone Business Investment, LLC and Deutsche Bank AG, dated as of October 18, 2007, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed on October 22, 2007.

2.k.7

 

Amended and Restated Credit Agreement by and among Gladstone Business Investment, LLC, Deutsche Bank AG and certain other parties, dated as of October 16, 2008, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed on October 17, 2008.

2.l*

 

Opinion of Cooley Godward Kronish LLP.

2.m

 

Not applicable.

2.n.1*

 

Consent of Cooley Godward Kronish LLP (included in Exhibit 2.1).

2.n.2

 

Consent of PricewaterhouseCoopers LLP, filed herewith.

2.o

 

Not applicable.

2.p

 

Founder Stock Purchase Agreement between the Registrant and David Gladstone, incorporated by reference to Exhibit p to the Registration Statement on Form N-2 (File No. 333-123699), filed March 31, 2005.

2.q

 

Not applicable.

2.r

 

Code of Ethics and Business Conduct, incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed October 12, 2005.

2.s*

 

Power of Attorney.

*
Previously filed.

C-3


Item 26. Marketing Arrangements

        The information contained under the heading "Plan of Distribution" on page 109 of the prospectus is incorporated herein by reference, and any information concerning any underwriters will be contained in the accompanying prospectus supplement, if any.

Item 27. Other Expenses of Issuance and Distribution

Commission Registration Fee

  $ 16,840  

FINRA fee

    30,500  

Nasdaq Global Select Market additional listing fee

    7,500 *

Accounting fees and expenses

    61,000 *

Legal fees and expenses

    265,000 *

Printing and engraving

    65,000 *

Miscellaneous fees and expenses

    5,000 *
       

Total

  $ 450,840 *
       

*
These amounts are estimates.

All of the expenses set forth above shall be borne by the Registrant.

Item 28. Persons Controlled by or Under Common Control

Gladstone Investment Advisers, Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant.

Cavert Wire Holding, Inc., a Delaware corporation, controlled by the Registrant through 63% ownership of issued and outstanding voting securities.

Danco Acquisition Corporation, a Delaware corporation, controlled by the Registrant through 42% ownership.

A. Stucki Company, a Delaware corporation, controlled by the Registrant through 55% ownership.

ACME Cryogenics Inc., a Pennsylvania corporation controlled by the Registrant through 70% ownership.

CCE Investment Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant.

Chase II Holdings Corp., a Delaware corporation controlled by the Registrant through 55% ownership of issued and outstanding voting securities.

ASH Holdings Inc., a Delaware corporation and wholly-owned subsidiary of the Registrant.

Auto Safety House, LLC, a Delaware limited liability company, controlled by ASH Holdings, Inc. through 72% ownership.

Quench Holdings Corp., a Delaware corporation and wholly-owned subsidiary of the Registrant.

Galaxy Tool Holding Corporation, a Delaware corporation controlled by the Registrant through 40% ownership.

Gladstone Business Investment, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Registrant.

Gladstone Capital Corporation, a Maryland corporation controlled by the Registrant's officers and directors.

C-4


Gladstone Capital Advisers, Inc., a Delaware corporation and wholly-owned subsidiary of Gladstone Capital Corporation.

U.S. Healthcare Communications, Inc., a Delaware corporation and wholly-owned subsidiary of Gladstone Capital Corporation.

USHC Legal Inc., a New Jersey corporation and wholly-owned subsidiary of Gladstone Capital Corporation.

Directories Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Gladstone Capital Corporation.

Western Directories, Inc., a Delaware corporation controlled by Directories Holdings, Inc. through 51% ownership.

Gladstone Business Loan, LLC, a Delaware limited liability company and wholly-owned subsidiary of Gladstone Capital Corporation.

Gladstone Financial Corporation, a Delaware corporation and wholly-owned subsidiary of Gladstone Capital Corporation.

BERTL, Inc., a Delaware corporation and wholly-owned subsidiary of Gladstone Capital Corporation.

Gladstone Commercial Corporation, a Maryland corporation controlled by the Registrant's officers and directors.

GCLP Business Trust I, a Massachusetts business trust controlled by Gladstone Commercial Corporation.

Gladstone Commercial Partners, LLC, a Delaware limited liability company and wholly-owned subsidiary of Gladstone Commercial Corporation.

GCLP Business Trust II, a Massachusetts business trust controlled by Gladstone Commercial Partners, LLC.

Gladstone Commercial Advisers, Inc., a Delaware corporation and wholly-owned subsidiary of Gladstone Commercial Corporation.

GCC Coco, Inc., a Delaware corporation and wholly-owned subsidiary of Gladstone Commercial Corporation.

First Park Ten COCO San Antonio GP LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

First Park Ten COCO San Antonio LP, a Delaware limited partnership controlled by its general partner, First Park Ten COCO San Antonio GP LLC.

COCO04 Austin TX GP LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

COCO04 Austin TX LP, a Delaware limited partnership controlled by its general partner, COCO04 Austin TX GP LLC.

Pocono PA GCC, LP, a Delaware limited partnership controlled by its general partner, Pocono PA GCC GP LLC.

Gladstone Commercial Limited Partnership, a Delaware limited partnership controlled by its general partner GCLP Business Trust II.

GCC Acquisition Holdings LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

C-5


SLEE Grand Prairie LP, a Delaware limited partnership controlled by its general partner, GCC Acquisition Holdings, Inc.

EE 208 South Rogers Lane, Raleigh, NC LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

Gladstone Lending LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

260 Springside Drive Akron OH LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

Little Arch04 Charlotte NC Member LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

Little Arch Charlotte NC LLC, a Delaware limited liability company controlled by its sole member, Little Arch04 Charlotte NC Member LLC.

CMI04 Canton NC LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

OB Midway NC Gladstone Commercial LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

GCC Granby LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

Granby Property Trust, a Delaware statutory trust controlled by its grantor, GCC Granby LLC.

GCC Dorval LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

Dorval Property Trust, a Delaware statutory trust controlled by its grantor, GCC Dorval LLC.

3094174 Nova Scotia Company, a Nova Scotia corporation controlled by its sole stockholder, Gladstone Commercial Limited Partnership.

3094175 Nova Scotia Company, a Nova Scotia corporation controlled by its sole stockholder, Gladstone Commercial Limited Partnership.

GCC Norfolk LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

WMI05 Columbus OH LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

2525 N Woodlawn Vstrm Wichita KS LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

Corning Big Flats LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

OB Crenshaw SPE GP LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

OB Crenshaw GCC LP, a Delaware limited partnership controlled by its general partner, OB Crenshaw SPE GP LLC.

HMBF05 Newburyport MA LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

C-6


YorkTC05 Eatontown NJ LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

STI05 Franklin NJ LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

AFL05 Duncan SC Member LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

AFL05 Duncan SC LLC, a Delaware limited liability company controlled by its sole member, AFL05 Duncan SC Member LLC.

MSI05-3 LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

WMI05 Hazelwood MO LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

CI05 Clintonville WI LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

PZ05 Maple Heights OH LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

YCC06 South Hadley MA LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

NW05 Richmond VA LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

SVMMC05 Toledo OH LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

ACI06 Champaign IL LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

UC06 Roseville MN LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

TCI06 Burnsville MN LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

RC06 Menomonee Falls WI LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

SJMH06 Baytown TX GP LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

SJMH06 Baytown TX LP, a Delaware limited partnership controlled by its general partner, SJMH06 Baytown TX GP LLC.

NJT06 Sterling Heights MI LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

CMS06-3 LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

MPI06 Mason OH LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

C-7


GCC Chicago Holdings, LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

AC07 Lawrenceville GA LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

EE07 Raleigh NC GP LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

EE07 Raleigh NC, L.P., a Delaware limited partnership, controlled by its general partner, EE07 Raleigh NC GP LLC.

WPI07 Tulsa OK LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

APML07 Hialeah FL LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

EI07 Tewksbury MA LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

GBI07 Syracuse NY LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

CDLCI07 Mason OH LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

Gladstone Land Corporation, a Delaware corporation controlled by David Gladstone through indirect 100% stock ownership.

Gladstone Land Partners, LLC, a Delaware limited liability company controlled by its manager, Gladstone Land Corporation.

SC Land, Inc., a California corporation and wholly-owned subsidiary of Gladstone Land Limited Partnership.

Gladstone Land Limited Partnership, a Delaware limited partnership controlled by its general partner, Gladstone Land Partners, LLC.

San Andreas Road Watsonville LLC, a California limited liability company controlled by its manager, Gladstone Land Limited Partnership.

West Gonzales Road Oxnard LLC, a California limited liability company controlled by its manager, Gladstone Land Limited Partnership.

Coastal Farming Corporation, a California corporation controlled by David Gladstone through 100% indirect stock ownership.

Gladstone Management Corporation, a Delaware corporation controlled by David Gladstone through 100% indirect stock ownership.

Gladstone Administration, LLC, a Delaware limited liability company and wholly-owned subsidiary of Gladstone Management Corporation.

Gladstone General Partner, LLC, a Delaware limited liability company controlled by its manager, Gladstone Management Corporation.

Gladstone Participation Fund LLC, a Delaware limited liability company controlled by Gladstone General Partner, LLC.

C-8


Gladstone Partners Fund, LP, a Delaware limited partnership controlled by its general partner, Gladstone Management Corporation.

FTCH107 Grand Rapids MI LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

DBP107 Bolingbrook IL LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

Pocono PA GCC GP LLC, a Delaware limited liability company, controlled by its manager, Gladstone Commercial Limited Partnership.

RCOG07 Georgia LLC, a Delaware limited liability company, controlled by its manager Gladstone Commercial Limited Partnership.

C08 Fridley MN LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

SRFF08 Reading PA GP LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

SRFF08 Reading PA, L.P., a Delaware limited partnership controlled by its general partner, SRFF08 Reading PA GP LLC.

OS08 Winchester VA LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

RB08 Concord OH LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

RPT08 Pineville NC GP LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

RPT08 Pineville NC L.P., a Delaware limited partnership controlled by its general partner, RPT08 Pineville NC GP LLC.

FMCT08 Chalfont PA GP LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

FMCT08 Chalfont PA, L.P., a Delaware limited partnership controlled by its general partner, FMCT08 Chalfont PA GP LLC.

D08 Marietta OH LLC, a Delaware limited liability company controlled by its manager, Gladstone Commercial Limited Partnership.

C-9


Item 29. Number of Holders of Securities

        The following table sets forth the approximate number of record holders of our common stock at December 31, 2008.

Title of Class
  Number of
Record Holders
 

Common Stock, par value $0.001 per share

    37  

Item 30. Indemnification

        Subject to the Investment Company Act of 1940 as amended (the "1940 Act") or any valid rule, regulation or order of the Securities and Exchange Commission ("SEC") thereunder, our amended and restated certificate of incorporation and bylaws provide that we will indemnify any person who was or is a party or is threatened to be made a party to any threatened action, suit or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise to the maximum extent permitted by Section 145 of the Delaware General Corporation Law. The 1940 Act provides that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct. In addition to any indemnification to which our directors and officers are entitled pursuant to our certificate of incorporation and bylaws and the Delaware General Corporation Law, our certificate of incorporation and bylaws permit us to indemnify our other employees and agents to the fullest extent permitted by the Delaware General Corporation Law, whether such employees or agents are serving us or, at our request, any other entity.

        In addition, the investment advisory and management agreement between us and our investment adviser, Gladstone Management Corporation (the "Adviser"), as well as the administration agreement between us and our administrator, Gladstone Administration, LLC (the "Administrator"), each provide that, absent willful misfeasance, bad faith, or gross negligence in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations, our Adviser and our Administrator, as applicable, and their respective officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with them are entitled to indemnification from us for any damages, liabilities, costs, and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of our Adviser's services under the investment advisory and management agreement or otherwise as our investment adviser, or the rendering of our Administrator's services under the administration agreement, or otherwise as an administrator for us, as applicable.

Item 31. Business and Other Connections of Investment Adviser

        A description of any other business, profession, vocation or employment of a substantial nature in which our Adviser, and each director or executive officer of our Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled "Management." Additional information regarding our Adviser and its officers and directors is set forth in its Form ADV, as filed with the SEC, and is incorporated herein by reference.

C-10


Item 32. Location of Accounts and Records

        All accounts, books or other documents required to be maintained by Section 31(a) of the 1940 Act and the rules thereunder are maintained at the offices of:

Item 33. Management Services

        Not Applicable.

Item 34. Undertakings

        1.     We hereby undertake to suspend the offering of shares until the prospectus is amended if, subsequent to the effective date of this registration statement, our net asset value declines more than ten percent from our net asset value as of the effective date of this registration statement.

        2.     We hereby undertake:

C-11


        3.     We hereby undertake that:

C-12


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean and Commonwealth of Virginia, on the 13th day of January 2009.

    GLADSTONE INVESTMENT CORPORATION

 

 

By:

 

/s/ DAVID GLADSTONE

David Gladstone
Chairman of the Board and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities indicated on January 13, 2009:

    By:   *

David Gladstone
Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)

 

 

By:

 

/s/ MARK PERRIGO

Mark Perrigo
Chief Financial Officer (principal financial and accounting officer)

 

 

By:

 

*

Terry L. Brubaker
Vice Chairman, Chief Operating Officer, Secretary and Director

 

 

By:

 

*

George Stelljes III
Chief Investment Officer and Director

 

 

By:

 

*

David A.R. Dullum
President and Director

 

 

By:

 

*

Anthony W. Parker
Director

 

 

By:

 

*

Michela A. English
Director

C-13


    By:   *

Paul W. Adelgren
Director

 

 

By:

 

*

Maurice W. Coulon
Director

 

 

By:

 

*

John H. Outland
Director

 

 

By:

 

*

Gerard Mead
Director

 

 

*By:

 

/s/ DAVID GLADSTONE

David Gladstone
(attorney-in-fact)

C-14


Exhibit List

Exhibit
Number
  Description
2.a   Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit a.2 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-123699), filed May 13, 2005.

2.b.1

 

Amended and Restated Bylaws, incorporated by reference to Exhibit b.2 to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.b.2

 

First Amendment to Amended and Restated Bylaws, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed July 10, 2007.

2.c

 

Not applicable.

2.d.1

 

Specimen Stock Certificate, incorporated by reference to Exhibit 99.d to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.d.2

 

Form of Senior indenture, incorporated by reference to Exhibit 2.d.2 to the Registration Statement on Form N-2 (File No. 333-138008), filed on October 16, 2006.

2.d.3*

 

Form of Subordinated indenture, incorporated by reference to Exhibit 2.d.3 to the Registration Statement on Form N-2 (File No. 333-138008), filed on October 16, 2006.

2.e

 

Dividend Reinvestment Plan, incorporated by reference to Exhibit 99.e to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.f

 

Not applicable.

2.g

 

Investment Advisory and Management Agreement between the Registrant and Gladstone Management Corporation, incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-K filed June 14, 2006 (renewed on June 23, 2008).

2.h

 

Not applicable.

2.i

 

Joint Directors Nonqualified Excess Plan of Gladstone Commercial Corporation, Gladstone Capital Corporation and Gladstone Investment Corporation, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed July 12, 2006.

2.j

 

Custody Agreement between the Registrant and The Bank of New York, incorporated by reference to Exhibit 99.j to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-123699), filed June 21, 2005.

2.k.1

 

Administration Agreement between the Registrant and Gladstone Administration, LLC, incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed June 14, 2006 (renewed on June 23, 2008).

2.k.2

 

Stock Transfer Agency Agreement between the Registrant and The Bank of New York, incorporated by reference to Exhibit k.1 to Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-123699), filed May 13, 2005.

2.k.3

 

Trademark License Agreement between the Registrant and Gladstone Management Corporation, incorporated by reference to Exhibit k.3 to the Registration Statement on Form N-2 (File No. 333-123699), filed March 31, 2005.

2.k.4

 

Credit Agreement by and among Gladstone Business Investment, LLC, Deutsche Bank AG and certain other parties, dated as of October 19, 2006, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 23, 2006.

Exhibit
Number
  Description
2.k.5   Amendment No. 1 to the Credit Agreement by and among Gladstone Business Investment, LLC and Deutsche Bank AG, dated as of March 29, 2007, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 30, 2007.

2.k.5

 

Amendment No. 2 to the Credit Agreement by and among Gladstone Business Investment, LLC and Deutsche Bank AG, dated as of July 25, 2007, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q, filed on October 31, 2007.

2.k.6

 

Amendment No. 3 to the Credit Agreement by and among Gladstone Business Investment, LLC and Deutsche Bank AG, dated as of October 18, 2007, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed on October 22, 2007.

2.k.7

 

Amended and Restated Credit Agreement by and among Gladstone Business Investment, LLC, Deutsche Bank AG and certain other parties, dated as of October 16, 2008, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 814-00704), filed on October 17, 2008.

2.l*

 

Opinion of Cooley Godward Kronish LLP.

2.m

 

Not applicable.

2.n.1*

 

Consent of Cooley Godward Kronish LLP (included in Exhibit 2.1).

2.n.2

 

Consent of PricewaterhouseCoopers LLP, filed herewith.

2.o

 

Not applicable.

2.p

 

Founder Stock Purchase Agreement between the Registrant and David Gladstone, incorporated by reference to Exhibit p to the Registration Statement on Form N-2 (File No. 333-123699), filed March 31, 2005.

2.q

 

Not applicable.

2.r

 

Code of Ethics and Business Conduct, incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed October 12, 2005.

2.s*

 

Power of Attorney.

*
Previously filed.