gain-20240630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 2024


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

For the transition period from to

Commission file number: 814-00704

GLADSTONE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						83-0423116
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1521 WESTBRANCH DRIVE, SUITE 100						22102
MCLEAN, VA						(Zip Code)
(Address of principal executive offices)

(703) 287-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 par value per share

GAIN

The Nasdaq Stock Market LLC

5.00% Notes due 2026

GAINN

The Nasdaq Stock Market LLC

4.875% Notes due 2028

GAINZ

The Nasdaq Stock Market LLC

8.00% Notes due 2028

GAINL

The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
Emerging growth company	o

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

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

The number of shares of the issuer’s Common Stock, $0.001 par value per share, outstanding as of August 2, 2024 was 36,688,667.

Table of Contents

GLADSTONE INVESTMENT CORPORATION

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION:

Item 1.	Financial Statements (Unaudited)

	Consolidated Statements of Assets and Liabilities as of June 30, 2024 and March 31, 2024	2
	Consolidated Statements of Operations for the three months ended June 30, 2024 and 2023	3
	Consolidated Statements of Changes in Net Assets for the three months ended June 30, 2024 and 2023	4
	Consolidated Statements of Cash Flows for the three months ended June 30, 2024 and 2023	5
	Consolidated Schedules of Investments as of June 30, 2024 and March 31, 2024	6
	Notes to Consolidated Financial Statements	16

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

	Overview	41
	Results of Operations	44
	Liquidity and Capital Resources	49

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	56

Item 4.	Controls and Procedures	56

PART II.	OTHER INFORMATION:

Item 1.	Legal Proceedings	57

Item 1A.	Risk Factors	57

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

Item 3.	Defaults Upon Senior Securities	57

Item 4.	Mine Safety Disclosures	57

Item 5.	Other Information	57

Item 6.	Exhibits	58

SIGNATURE		59

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)


	June 30, 2024		March 31, 2024
ASSETS
Investments at fair value
Non-Control/Non-Affiliate investments (Cost of $542,278 and $544,799, respectively)	$	607,276	$	622,233
Affiliate investments (Cost of $292,179 and $292,082, respectively)	290,400		295,366
Control investments (Cost of $17,409 and $17,409, respectively)	1,462		2,905
Cash and cash equivalents	2,442		2,460
Restricted cash and cash equivalents	748		760
Interest receivable	6,955		7,627
Due from administrative agent	1,646		3,427
Deferred financing costs, net	1,538		1,643
Other assets, net	1,739		1,662
TOTAL ASSETS	$	914,206	$	938,083

LIABILITIES
Borrowings:
Line of credit at fair value (Cost of $63,700 and $67,000, respectively)	$	63,700	$	67,000
Notes payable, net	331,685		331,345
Total borrowings	395,385		398,345
Accounts payable and accrued expenses	1,092		732
Interest payable	3,462		3,465
Fees due to Adviser(A)	35,261		41,344
Fee due to Administrator(A)	878		727
Other liabilities	748		759
TOTAL LIABILITIES	$	436,826	$	445,372
Commitments and contingencies(B)
NET ASSETS	$	477,380	$	492,711

ANALYSIS OF NET ASSETS
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 36,688,667 and 36,688,667 shares issued and outstanding, respectively	$	37	$	37
Capital in excess of par value	444,525		444,706
Cumulative net unrealized appreciation of investments	47,272		66,214

Overdistributed net investment income	(15,772)		(19,562)
Accumulated net realized gain in excess of distributions	1,318		1,316
Total distributable earnings	32,818		47,968
TOTAL NET ASSETS	$	477,380	$	492,711

NET ASSET VALUE PER SHARE	$	13.01	$	13.43

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

(B)Refer to Note 9 — Commitments and Contingencies in the accompanying Notes to Consolidated Financial Statements for additional information.

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

(UNAUDITED)


	Three Months Ended June 30,
	2024		2023
INVESTMENT INCOME
Interest income
Non-Control/Non-Affiliate investments	$	14,542	$	12,490
Affiliate investments	6,040		5,616
Cash and cash equivalents	43		287
Total interest income	20,625		18,393
Dividend income

Affiliate investments	—		1,907
Total dividend income	—		1,907
Success fee income
Non-Control/Non-Affiliate investments	1,553		—

Total success fee income	1,553		—
Total investment income	$	22,178	$	20,300

EXPENSES
Base management fee(A)	$	4,618	$	3,931
Loan servicing fee(A)	2,222		2,172
Incentive fee(A)	(3,788)		2,194
Administration fee(A)	506		522
Interest expense on borrowings	6,480		4,974
Amortization of deferred financing costs and discounts	631		545
Professional fees	330		284
Other general and administrative expenses	1,614		685
Expenses before credits from Adviser	12,613		15,307
Credits to base management fee – loan servicing fee(A)	(2,222)		(2,172)
Credits to fees from Adviser - other(A)	(627)		(1,275)
Total expenses, net of credits to fees	9,764		11,860
NET INVESTMENT INCOME	$	12,414	$	8,440

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain:
Non-Control/Non-Affiliate investments	$	2	$	—
Affiliate investments	—		273
Control investments	—		882
Total net realized gain	2		1,155
Net unrealized (depreciation) appreciation:
Non-Control/Non-Affiliate investments	(12,434)		3,428
Affiliate investments	(5,065)		(4,155)
Control investments	(1,443)		(93)
Other	—		11
Total net unrealized (depreciation) appreciation	(18,942)		(809)
Net realized and unrealized (loss) gain	(18,940)		346

NET (DECREASE) INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(6,526)	$	8,786

BASIC AND DILUTED PER COMMON SHARE:
Net investment income	$	0.34	$	0.25
Net (decrease) increase in net assets resulting from operations	$	(0.18)	$	0.26

WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic and diluted	36,688,667		33,591,505

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

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(IN THOUSANDS)

(UNAUDITED)


	2024		2023
NET ASSETS, MARCH 31	$	492,711	$	439,742
OPERATIONS
Net investment income	12,414		8,440
Net realized gain on investments	2		1,155
Net unrealized depreciation of investments	(18,942)		(820)
Net unrealized depreciation of other	—		11
Net (decrease) increase in net assets from operations	(6,526)		8,786
DISTRIBUTIONS(A)
Distributions to common stockholders from net investment income ($0.24 and $0.21 per share, respectively)	(8,805)		(7,069)
Distributions to common stockholders from net realized gains ($0.00 and $0.15 per share, respectively)	—		(5,024)
Net decrease in net assets from distributions	(8,805)		(12,093)
CAPITAL ACTIVITY
Issuance of common stock	—		—
Discounts, commissions, and offering costs for issuance of common stock	—		—
Net increase in net assets from capital activity	—		—
NET DECREASE IN NET ASSETS	(15,331)		(3,307)
NET ASSETS, JUNE 30	$	477,380	$	436,435

(A)Refer to Note 8 — Distributions to Common Stockholders in the accompanying Notes to Consolidated Financial Statements for additional information.

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

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GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)


	Three Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net (decrease) increase in net assets resulting from operations	$	(6,526)	$	8,786
Adjustments to reconcile net increase in net assets resulting from operations to net cash (used in) provided by operating activities:
Purchase of investments	(598)		(47,975)
Principal repayments of investments	3,000		—
Net proceeds from the sale and recapitalization of investments	24		1,775
Net realized gain on investments	(2)		(1,155)
Net unrealized depreciation of investments	18,942		820
Net unrealized appreciation of other	—		(11)

Amortization of deferred financing costs and discounts	631		534
Bad debt expense, net of recoveries	890		(70)
Changes in assets and liabilities:
Increase in interest receivable	(86)		(788)
Decrease in due from administrative agent	1,781		1,163
Increase in other assets, net	(105)		(684)
Increase in accounts payable and accrued expenses	360		864
(Decrease) increase in interest payable	(3)		614
Decrease in fees due to Adviser(A)	(6,127)		(577)
Increase in fee due to Administrator(A)	151		169
(Decrease) increase in other liabilities	(11)		88
Net cash provided by (used in) operating activities	12,321		(36,447)

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from line of credit	16,300		31,800
Repayments on line of credit	(19,600)		(20,800)
Proceeds from issuance of notes payable	—		74,750
Deferred financing and offering costs	(246)		(2,706)
Distributions paid to common stockholders	(8,805)		(12,093)
Net cash (used in) provided by financing activities	(12,351)		70,951

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS	(30)		34,504

CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF PERIOD	3,220		3,248

CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS, END OF PERIOD	$	3,190	$	37,752

CASH PAID FOR INTEREST	$	6,141	$	4,015

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

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)


Company and Investment(A)(B)(D)(E)	Principal/Shares/ Units(F)(H)		Cost		Fair Value
NON-CONTROL/NON-AFFILIATE INVESTMENTS(L) – 127.2%
Secured First Lien Debt – 65.7%
Buildings and Real Estate – 8.0%
Dema/Mai Holdings, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 7/2027)(J)	$	38,250	$	38,250	$	38,250

Diversified/Conglomerate Manufacturing – 0.8%
Phoenix Door Systems, Inc. – Line of Credit, $200 available (SOFR+7.0%, 12.3% Cash (0.3% Unused Fee), Due 9/2026)(J)	2,750		2,750		2,750
Phoenix Door Systems, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 9/2026)(J)	3,200		3,200		1,138
			5,950		3,888
Diversified/Conglomerate Services – 16.0%
Horizon Facilities Services, Inc. – Term Debt (SOFR+7.5%, 12.8% Cash, Due 6/2026)(J)	57,700		57,700		51,289
Mason West, LLC – Term Debt (SOFR+10.0%, 15.3% Cash, Due 7/2025)(J)	25,250		25,250		25,250
			82,950		76,539
Healthcare, Education, and Childcare – 4.2%
Educators Resource, Inc. – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025)(J)	20,000		20,000		20,000

Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.7%
Brunswick Bowling Products, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 1/2026)(J)	17,700		17,700		17,700
Brunswick Bowling Products, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 1/2026)(J)	6,850		6,850		6,850
Ginsey Home Solutions, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 11/2025)(J)	12,200		12,200		12,200
			36,750		36,750
Hotels, Motels, Inns, and Gaming – 13.2%
Nocturne Luxury Villas, Inc. – Line of Credit, $2,000 available (SOFR+8.0%, 13.3% Cash, Due 6/2025)(J)	2,000		2,000		2,000
Nocturne Luxury Villas, Inc. – Term Debt (SOFR+10.5%, 14.5% Cash, Due 6/2026)(J)(O)	61,100		61,100		61,100
			63,100		63,100
Leisure, Amusement, Motion Pictures, and Entertainment – 5.9%
Schylling, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 9/2027)(J)	27,981		27,981		27,981

Oil and Gas – 7.1%
The E3 Company, LLC – Line of Credit, $2,000 available (SOFR+5.5%, 10.8% Cash, Due 2/2025)(J)	—		—		—
The E3 Company, LLC – Term Debt (SOFR+9.0%, 14.3% Cash, Due 9/2028)(J)	33,750		33,750		33,750
			33,750		33,750

Printing and Publishing – 2.8%
Home Concepts Acquisition, Inc. – Line of Credit, $500 available (SOFR+6.0%, 11.3% Cash, Due 11/2024)(J)	1,500		1,500		1,500
Home Concepts Acquisition, Inc. – Term Debt (SOFR+9.0%, 14.3% Cash, Due 5/2028)(J)	12,000		12,000		12,000
			13,500		13,500

Total Secured First Lien Debt			$	322,231	$	313,758

Secured Second Lien Debt – 19.6%
Aerospace and Defense – 5.4%
Galaxy Technologies Holdings, Inc. – Term Debt (SOFR+4.1%, 9.4% Cash, Due 10/2026)(J)	$	6,900	$	6,900	$	6,900
Galaxy Technologies Holdings, Inc. – Term Debt (SOFR+7.0%, 12.3% Cash, Due 10/2026)(J)	18,796		18,796		18,796
			25,696		25,696
Cargo Transport – 2.7%
Diligent Delivery Systems – Term Debt (SOFR+9.0%, 14.3% Cash, Due 9/2024)(G)(J)	13,000		13,000		13,000

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)


Company and Investment(A)(B)(D)(E)	Principal/Shares/ Units(F)(H)		Cost		Fair Value
Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 11.5%
SFEG Holdings, Inc. – Term Debt (SOFR+7.0%, 12.5% Cash, Due 10/2028)(J)	54,644		54,644		54,644

Total Secured Second Lien Debt			$	93,340	$	93,340

Preferred Equity – 33.3%
Buildings and Real Estate – 4.9%
Dema/Mai Holdings, Inc. - Preferred Equity(C)(J)	21,000		$	21,000	$	23,254

Diversified/Conglomerate Services – 2.2%
Horizon Facilities Services, Inc. – Preferred Stock(C)(J)	10,080		—		—
Mason West, LLC – Preferred Stock(C)(J)	11,206		11,206		10,558
			11,206		10,558
Healthcare, Education, and Childcare – 6.2%
Educators Resource, Inc. – Preferred Stock(C)(J)	8,560		8,560		29,767

Home and Office Furnishings, Housewares, and Durable Consumer Products – 11.2%
Brunswick Bowling Products, Inc. – Preferred Stock(C)(J)	6,653		6,653		48,914
Ginsey Home Solutions, Inc. – Preferred Stock(C)(J)	19,280		9,583		4,367
			16,236		53,281
Hotels, Motels, Inns, and Gaming – 2.2%
Nocturne Luxury Villas, Inc. – Preferred Stock(C)(J)	6,600		6,600		10,546

Leisure, Amusement, Motion Pictures, and Entertainment – 2.5%
Schylling, Inc. – Preferred Stock(C)(J)	4,000		4,000		11,833

Oil and Gas – 4.0%
The E3 Company, LLC – Preferred Stock(C)(J)	11,233		11,233		19,068

Printing and Publishing – 0.1%
Home Concepts Acquisition, Inc. – Preferred Stock(C)(J)	3,275		3,275		617

Total Preferred Equity			$	82,110	$	158,924

Common Equity/Equivalents – 8.6%
Aerospace and Defense – 0.7%
Galaxy Technologies Holdings, Inc. – Common Stock(C)(J)	16,957		$	11,513	$	3,371

Cargo Transport – 0.0%
Diligent Delivery Systems – Common Stock Warrants(C)(J)	8	%	500		—

Diversified/Conglomerate Manufacturing – 0.0%
Phoenix Door Systems, Inc. – Common Stock(C)(J)	4,221		1,830		—

Home and Office Furnishings, Housewares, and Durable Consumer Products – 0.0%
Ginsey Home Solutions, Inc. – Common Stock(C)(J)	63,747		8		—

Machinery (Non-Agriculture, Non-Construction, and Non-Electronic) – 7.9%
SFEG Holdings, Inc. – Common Stock(C)(J)	18,721		30,746		37,883

Total Common Equity/Equivalents			$	44,597	$	41,254

Total Non-Control/Non-Affiliate Investments			$	542,278	$	607,276

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)


Company and Investment(A)(B)(D)(E)	Principal/Shares/ Units(F)(H)		Cost		Fair Value
AFFILIATE INVESTMENTS(M) – 60.8%
Secured First Lien Debt – 31.0%
Diversified/Conglomerate Services – 16.3%
ImageWorks Display and Marketing Group, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 11/2025)(J)	22,000		22,000		22,000
J.R. Hobbs Co. - Atlanta, LLC – Line of Credit, $0 available (SOFR+6.0%, 11.3% Cash, Due 6/2025)(G)(J)	5,000		5,000		2,702
J.R. Hobbs Co. - Atlanta, LLC - Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025)(G)(J)	16,500		16,500		8,918
J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+10.3%, 15.6% Cash, Due 6/2025)(G)(J)	26,000		26,000		14,053
J.R. Hobbs Co. - Atlanta, LLC – Term Debt (SOFR+6.0%, 11.3% Cash, Due 6/2025)(G)(J)	2,438		2,438		1,319
The Maids International, LLC – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025)(J)	28,560		28,560		28,560
			100,498		77,552
Home and Office Furnishings, Housewares, and Durable Consumer Products – 9.0%
Old World Christmas, Inc. – Term Debt (SOFR+9.5%, 14.8% Cash, Due 12/2025)(J)	43,000		43,000		43,000

Mining, Steel, Iron and Non-Precious Metals – 3.8%
UPB Acquisition, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 7/2026)(J)	18,250		18,250		18,250

Telecommunications – 1.9%
B+T Group Acquisition, Inc.(K) – Line of Credit, $0 available (SOFR+2.0%, 7.3% Cash, Due 12/2026)(J)	3,080		3,080		3,080
B+T Group Acquisition, Inc.(K) – Line of Credit, $297 available (SOFR+2.0%, 7.3% Cash, Due 6/2025)(J)	753		753		753
B+T Group Acquisition, Inc.(K) – Term Debt (SOFR+2.0%, 7.3% Cash, Due 12/2026)(G)(J)	14,000		14,000		5,364
			17,833		9,197

Total Secured First Lien Debt			$	179,581	$	147,999

Secured Second Lien Debt – 9.3%
Chemicals, Plastics, and Rubber – 4.1%
PSI Molded Plastics, Inc. – Term Debt (SOFR+5.5%, 10.8% Cash, Due 1/2026)(J)	$	26,618	$	26,618	$	19,487

Diversified/Conglomerate Services – 5.2%
Nth Degree, Inc. – Term Debt (SOFR+8.5%, 13.8% Cash, Due 6/2029)(I)	25,000		25,000		25,000

Total Secured Second Lien Debt			$	51,618	$	44,487

Preferred Equity – 11.2%
Chemicals, Plastics, and Rubber – 0.0%
PSI Molded Plastics, Inc. – Preferred Stock(C)(J)	158,598		$	19,730	$	—

Diversified/Conglomerate Services – 1.1%
ImageWorks Display and Marketing Group, Inc. – Preferred Stock(C)(J)	67,490		6,749		—
J.R. Hobbs Co. – Atlanta, LLC – Preferred Stock(C)(J)	10,920		10,920		—
The Maids International, LLC – Preferred Stock(C)(J)	6,640		6,640		5,243
			24,309		5,243
Home and Office Furnishings, Housewares, and Durable Consumer Products – 6.7%
Old World Christmas, Inc. – Preferred Stock(C)(J)	6,180		—		32,170

Mining, Steel, Iron and Non-Precious Metals – 3.4%
UPB Acquisition, Inc. - Preferred Stock(C)(J)	6,000		6,000		16,254

Telecommunications – 0.0%
B+T Group Acquisition, Inc.(K) – Preferred Stock(C)(J)	14,304		4,722		—

Total Preferred Equity			$	54,761	$	53,667

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)


Company and Investment(A)(B)(D)(E)	Principal/Shares/ Units(F)(H)		Cost		Fair Value
Common Equity/Equivalents – 9.3%
Diversified/Conglomerate Services – 9.3%
Nth Degree Investment Group, LLC – Common Stock(C)(J)	17,216,976		$	6,219	$	44,247

Telecommunications – 0.0%
B+T Group Acquisition, Inc.(K) – Common Stock Warrants(C)(J)	3.5	%	—		—

Total Common Equity/Equivalents			$	6,219	$	44,247

Total Affiliate Investments			$	292,179	$	290,400

CONTROL INVESTMENTS(N) – 0.3%
Secured First Lien Debt – 0.3%
Diversified/Conglomerate Manufacturing – 0.3%
Edge Adhesives Holdings, Inc.(K) – Term Debt (SOFR+5.5%, 10.8% Cash, Due 8/2024)(G)(J)	9,210		$	9,210	$	1,462

Total Secured First Lien Debt			$	9,210	$	1,462

Preferred Equity – 0.0%
Diversified/Conglomerate Manufacturing – 0.0%
Edge Adhesives Holdings, Inc.(K) – Preferred Stock(C)(J)	8,199		$	8,199	$	—

Total Preferred Equity			$	8,199	$	—

Total Control Investments			$	17,409	$	1,462

TOTAL INVESTMENTS – 188.3%			$	851,866	$	899,138

(A)Certain of the securities listed are issued by affiliate(s) of the indicated portfolio company. The majority of the securities listed, totaling $678.9 million at fair value, are pledged as collateral to our revolving line of credit, as described further in Note 5—Borrowings in the accompanying Notes to Consolidated Financial Statements. Additionally, under Section 55 of the Investment Company Act of 1940, as amended (the "1940 Act"), we may not acquire any non-qualifying assets unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets.

(B)Unless indicated otherwise, all cash interest rates are indexed to 30 day Secured Overnight Financing Rate ("SOFR"), which was 5.3% as of June 30, 2024. If applicable, paid-in-kind interest rates are noted separately from the cash interest rate. Certain securities are subject to an interest rate floor. The cash interest rate is the greater of the floor or the reference rate plus a spread. Due dates represent the contractual maturity date.

(C)Security is non-income producing.

(D)Category percentages represent the fair value of each category and subcategory as a percentage of net assets as of June 30, 2024.

(E)Unless indicated otherwise, all of our investments are valued using Level 3 inputs within the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures" ("ASC 820") fair value hierarchy. Refer to Note 3—Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

(F)Where applicable, aggregates all shares of a class of stock owned without regard to specific series owned within such class (some series of which may or may not be voting shares) or aggregates all warrants to purchase shares of a class of stock owned without regard to specific series of such class of stock such warrants allow us to purchase.

(G)Debt security is on non-accrual status.

(H)Represents the principal balance, presented in thousands, for debt investments and the number of shares/units held for equity investments. Warrants are represented as a percentage of ownership, as applicable.

(I)Fair value was based on an internal yield analysis or on estimates of value submitted by a third-party valuation firm. Refer to Note 3—Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

(J)Fair value was based on the total enterprise value of the portfolio company, which is generally allocated to the portfolio company’s securities in order of their relative priority in the capital structure. Refer to Note 3—Investments in the accompanying Notes to Consolidated Financial Statements for additional information.

(K)One of our affiliated funds, Gladstone Capital Corporation, co-invested with us in this portfolio company pursuant to an exemptive order granted by the U.S. Securities and Exchange Commission.

(L)Non-Control/Non-Affiliate investments, as defined by the 1940 Act, are those that are neither Control nor Affiliate investments and in which we own less than 5.0% of the issued and outstanding voting securities.

(M)Affiliate investments, as defined by the 1940 Act, are those that are not Control investments and in which we own, with the power to vote, between and inclusive of 5.0% and 25.0% of the issued and outstanding voting securities.

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2024

(DOLLAR AMOUNTS IN THOUSANDS)

(UNAUDITED)

(N)Control investments, as defined by the 1940 Act, are those where we have the power to exercise a controlling influence over the management or policies of the portfolio company, which may include owning, with the power to vote, more than 25.0% of the issued and outstanding voting securities.

(O)Debt security is subject to an interest rate ceiling.

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

Table of Contents

GLADSTONE INVESTMENT CORPORATION

CONSOLIDATED SCHEDULE OF INVESTMENTS

MARCH 31, 2024

(DOLLAR AMOUNTS IN THOUSANDS)


Company and Investment(A)(B)(D)(E)	Principal/Shares/ Units(F)(H)		Cost		Fair Value
NON-CONTROL/NON-AFFILIATE INVESTMENTS(L) – 126.3%
Secured First Lien Debt – 65.9%
Buildings and Real Estate – 7.8%
Dema/Mai Holdings, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 7/2027)(J)	$	38,250	$	38,250	$	38,250

Diversified/Conglomerate Manufacturing – 1.1%
Phoenix Door Systems, Inc. – Line of Credit, $0 available (SOFR+7.0%, 12.3% Cash (0.3% Unused Fee), Due 9/2026)(J)	2,750		2,750		2,750
Phoenix Door Systems, Inc. – Term Debt (SOFR+11.0%, 16.3% Cash, Due 9/2026)(J)	3,200		3,200		2,817
			5,950		5,567
Diversified/Conglomerate Services – 16.8%
Horizon Facilities Services, Inc. – Term Debt (SOFR+7.5%, 12.8% Cash, Due 6/2026)(J)	57,700		57,700		57,700
Mason West, LLC – Term Debt (SOFR+10.0%, 15.3% Cash, Due 7/2025)(J)	25,250		25,250		25,250
			82,950		82,950
Healthcare, Education, and Childcare – 4.1%
Educators Resource, Inc. – Term Debt (SOFR+10.5%, 15.8% Cash, Due 3/2025)(J)	20,000		20,000		20,000

Home and Office Furnishings, Housewares, and Durable Consumer Products – 7.5%
Brunswick Bowling Products, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 1/2026) (J)	17,700		17,700		17,700
Brunswick Bowling Products, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 1/2026) (J)	6,850		6,850		6,850
Ginsey Home Solutions, Inc. – Term Debt (SOFR+10.0%, 15.3% Cash, Due 11/2025)(J)