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Gladstone Investment(GAIN) - 2025 Q4 - Annual Report

Investment Portfolio Composition - As of March 31, 2025, the investment portfolio consisted of 73.3% in debt investments and 26.7% in equity investments, at cost[21] - The total fair value of the investment portfolio was 979.3million,withthefivelargestinvestmentsrepresenting979.3 million, with the five largest investments representing 401.7 million, or 41.0%, of the total[30] - The investment strategy includes a target of approximately 75% in debt securities and 25% in equity securities over time[21] - The investment portfolio included investments in 25 portfolio companies across 16 different industries[30] - Secured first lien debt accounted for 62.2% of total investments at fair value in 2025, compared to 52.5% in 2024, indicating a shift towards more secured debt[33] - Preferred equity increased to 30.9% of total investments at fair value in 2025, up from 23.2% in 2024, reflecting a strategic focus on equity investments[33] - The aerospace and defense sector saw a significant increase in fair value investments, rising to 10.9% in 2025 from 3.2% in 2024, highlighting a shift in industry focus[33] - The Midwest region's investments grew to 23.2% of total investments in 2025, up from 15.4% in 2024, indicating a geographic expansion strategy[33] Investment Strategy and Philosophy - The company focuses on lower middle market private businesses with annual EBITDA between 4millionand4 million and 15 million[22] - The company seeks to achieve a high level of current income and capital gains through investments in secured debt securities and equity[29] - The company emphasizes a disciplined, value- and income-oriented investment philosophy, focusing on minimizing capital loss while seeking capital appreciation[46] - Extensive due diligence is conducted, including management assessments and market analyses, to ensure alignment with investment criteria[36] - The investment committee comprises experienced professionals with over 30 years in middle market investments, enhancing decision-making capabilities[44] Financial Performance and Incentives - As of March 31, 2025, total investments reached 979.32million,upfrom979.32 million, up from 920.50 million as of March 31, 2024, representing a growth of 6.4%[33] - For the fiscal year ended March 31, 2025, capital gains-based incentive fees of 4.9millionwerecontractuallydueandpaidtotheAdviser,comparedto4.9 million were contractually due and paid to the Adviser, compared to 1.1 million for the fiscal year ended March 31, 2024[74] - The income-based incentive fee is triggered if quarterly net investment income exceeds 1.75% of net assets, with a further tier at 2.1875%[67] - The capital gains-based incentive fee is calculated as 20.0% of realized capital gains, less any realized capital losses and unrealized depreciation[72] Regulatory and Compliance Matters - The company aims to retain its status as a BDC and RIC under applicable regulations[32] - The company must distribute at least 90% of its taxable ordinary income to qualify as a RIC[82] - If the company fails to meet RIC requirements, it would be subject to U.S. federal income tax on all taxable income at the regular corporate income tax rate[86] - The company is regulated as a BDC under the 1940 Act, which imposes restrictions on transactions and requires a majority of independent directors[96] - The company must maintain significant managerial assistance to portfolio companies to count them as qualifying assets[103] Risks and Challenges - The company faces risks related to market conditions, interest rate fluctuations, and the lack of liquidity in privately held investments[104] - Changes in interest rates could negatively impact the rate of return on invested capital, net investment income, NAV, and the market price of securities[118] - The company faces competitive pressure in the BDC and investment company marketplace, which could lead to reduced yields on investments[125] - Economic downturns may have a material adverse effect on Lower Middle Market portfolio companies, impacting their ability to meet debt service requirements[128] - The company may experience difficulties in raising capital due to volatility in capital markets, which could adversely affect the valuations of its investments[114] Management and Operational Structure - The company does not currently have any employees and relies on 20 to 25 full-time employees from the Adviser and Administrator for its operations[107] - The Adviser provides significant managerial assistance to portfolio companies, which includes sourcing credit facilities and negotiating financial relationships[63] - The company is dependent on key management personnel, particularly David Gladstone and David Dullum, for future success[172] - The company has no employees and relies entirely on the Adviser for management, which poses risks if the Adviser discontinues operations or key personnel leave[173] Cybersecurity and Technology Risks - Cybersecurity risks may disrupt operations and negatively impact the company's financial condition and operating results[207] - The company emphasizes the critical importance of maintaining network security due to the storage of highly confidential financial models and portfolio company information[208] - Cyber incidents could lead to disrupted operations, misstated financial data, and increased cybersecurity costs, potentially impacting the company's financial results[208] - The company faces risks associated with artificial intelligence and machine learning technology, particularly from third-party service providers[209] Environmental, Social, and Governance (ESG) Considerations - Increasing public scrutiny regarding environmental, social, and governance (ESG) activities could affect the company's brand value and investor relationships[213] - New regulatory initiatives related to ESG could impose onerous compliance costs and affect the company's profitability[214]