Investment Portfolio Overview - As of September 30, 2025, the total investment portfolio had an aggregate fair value of $859.1 million, consisting of investments in 55 companies across 22 states and 16 different industries[31]. - The five largest investments at fair value totaled $196.5 million, representing 22.9% of the total investment portfolio[31]. - The investment portfolio comprised approximately 90.9% in debt investments and 9.1% in equity investments at cost[24]. - Secured first lien debt investments accounted for $646.1 million, or 73.7% of the total cost of debt investments as of September 30, 2025[32]. - The total cost of debt investments was $796.6 million, representing 90.9% of the total investments[32]. - Preferred equity investments were valued at $37.4 million, or 4.3% of total investments as of September 30, 2025[32]. - Common equity/equivalents were valued at $42.6 million, or 4.8% of total investments as of September 30, 2025[32]. - As of September 30, 2025, total investments at fair value reached $859,124 million, an increase from $796,260 million in 2024, representing a growth of 7.9%[34]. - The healthcare, education, and childcare sector accounted for 31.8% of total investments in 2025, up from 12.8% in 2024, indicating a significant strategic shift[34]. - The diversified/conglomerate manufacturing sector saw an increase in fair value from $160,264 million in 2024 to $202,466 million in 2025, representing a growth of 26.4%[34]. Investment Strategy and Focus - The investment strategy focuses on lower middle market companies with annual EBITDA between $3 million and $25 million[23]. - The company has invested in approximately 292 different companies since its initial public offering in 2001[28]. - Experienced management teams are a critical criterion for investment, with a focus on aligning management incentives with investor interests[39]. - The investment committee, comprising seasoned professionals with over 30 years of experience, plays a crucial role in the investment approval process[42]. - The company conducts extensive due diligence, including financial analysis and management assessments, to evaluate potential investments[37]. - The investment structure typically includes secured first lien debt and preferred equity, aimed at maximizing returns while managing risks[40]. Financial Management and Fees - The base management fee is set at an annual rate of 1.75%, based on the average total assets, with a potential reduction to 0.5% for syndicated loan participations[61]. - The income-based incentive fee is applicable if quarterly net investment income exceeds 1.75% of net assets, with a tiered structure for additional income[63]. - The capital gains-based incentive fee is 20% of net realized capital gains, with no fees recorded since inception through September 30, 2025, due to cumulative unrealized capital depreciation[65]. - The Adviser provides significant managerial assistance to portfolio companies, with fees credited against the base management fee[62]. - The company’s Board of Directors approved the renewal of the Advisory Agreement through August 31, 2026, considering the quality of services and investment performance[58]. Compliance and Regulatory Requirements - The company must distribute at least 90.0% of its taxable ordinary income and realized net short-term capital gains to qualify as a RIC[73]. - At least 90.0% of the company's gross income must come from specific sources to maintain its BDC status[77]. - The company must ensure that no more than 25% of its total assets are invested in the securities of one issuer[77]. - The company is required to maintain an asset coverage of at least 150% for its senior securities representing indebtedness[91]. - The company is subject to asset coverage ratio requirements under the 1940 Act, which could restrict distributions necessary to maintain RIC status[167]. Risks and Challenges - The company faces risks related to market conditions, including volatility in capital markets and potential impacts on valuations of investments[95]. - The company may experience fluctuations in results due to inflation affecting its portfolio companies[106]. - The company has significant potential conflicts of interest, which could impact investment returns[95]. - The company may face challenges in raising capital due to market volatility and credit conditions[103]. - The company is exposed to risks from investments in foreign portfolio companies, including political instability and currency fluctuations[141][142]. - The company operates in a highly competitive market for investment opportunities, facing pressure from larger entities with greater financial resources[116]. Debt and Leverage - As of September 30, 2025, the company incurred leverage through various debt instruments totaling $428.1 million at cost, with an effective annual cash interest rate of 5.6%[165]. - The company has a Credit Facility with maximum borrowings of $320.0 million, with no outstanding borrowings as of September 30, 2025[153]. - The Credit Facility requires the company to maintain a minimum net worth of $581.0 million as of September 30, 2025, and asset coverage of at least 150%[154]. - The company may issue equity to repay amounts outstanding under the Credit Facility, which could lead to substantial dilution for existing stockholders[157]. - The company has incurred leverage to generate capital for additional investments, which may be at risk if asset values decline[179]. Valuation and Performance Monitoring - The Valuation Team assesses fair value of investments quarterly, with oversight from the Board of Directors[54]. - The company’s net asset value (NAV) could be materially affected by fair value determinations of investments[57]. - The fair value of privately held securities may not be readily determinable, leading to fluctuations in reported values over time[121]. - The lack of liquidity in privately held investments may hinder the company's ability to quickly obtain cash equal to the recorded value of its investments[125]. - The company maintains ongoing monitoring of portfolio companies to ensure performance aligns with expectations and to identify best practices[50]. Distributions and Tax Implications - Distributions to U.S. stockholders attributable to Investment Company Taxable Income are generally taxable as ordinary income[79]. - The company intends to allocate capital gain distributions proportionately between common and preferred shares based on total distributions paid[80]. - The company intends to distribute at least 90.0% of its Investment Company Taxable Income to stockholders through monthly distributions[203]. - Distributions may include a return of capital, which could affect stockholders' tax liabilities and reduce the company's asset base[205][206]. - The company may not declare dividends or repurchase shares until asset coverage tests under the 1940 Act are satisfied[176].
Gladstone Capital (GLAD) - 2025 Q4 - Annual Report