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

Quarterly report pursuant to Section 13 or 15(d)

INVESTMENTS

INVESTMENTS

3 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Fair Value

In accordance with ASC 820, the fair value of each investment is determined to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between willing market participants on the measurement date. This fair value definition focuses on exit price in the principal, or most advantageous, market and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. ASC 820 also establishes the following three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of a financial instrument as of the measurement date.

•Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical financial instruments in active markets;

•Level 2 — inputs to the valuation methodology include quoted prices for similar financial instruments in active or inactive markets, and inputs that are observable for the financial instrument, either directly or indirectly, for substantially the full term of the financial instrument. Level 2 inputs are in those markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers; and

•Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs are those inputs that reflect assumptions that market participants would use when pricing the financial instrument and can include the Valuation Team’s assumptions based upon the best available information.

When a determination is made to classify our investments within Level 3 of the valuation hierarchy, such determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, Level 3 financial instruments typically include, in addition to the unobservable, or Level 3, inputs, observable inputs (or components that are actively quoted and can be validated to external sources). The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. Investments in funds measured using NAV as a practical expedient are not categorized within the fair value hierarchy.

As of December 31, 2022, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investment in B. Riley Financial, Inc. (“B. Riley”), which was valued using Level 1 inputs, our investment in Funko Acquisition Holdings, LLC (“Funko”), which was valued using Level 2 inputs, and our investment in Leeds Novamark Capital I, L.P. (“Leeds”), which was valued using NAV as a practical expedient. As of September 30, 2022, all of our investments were valued using Level 3 inputs within the ASC 820 fair value hierarchy, except for our investments in Funko, which was valued using Level 2 inputs, and our investment in Leeds Novamark Capital I, L.P. (“Leeds”), which was valued using NAV as a practical expedient.

We transfer investments in and out of Level 1, 2, and 3 of the valuation hierarchy as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. During the three months ended December 31, 2022 and 2021, there were no investments transferred into or out of Levels 1, 2 or 3 of the valuation hierarchy.

As of December 31, 2022 and September 30, 2022, our investments, by security type, at fair value were categorized as follows within the ASC 820 fair value hierarchy:


				Fair Value Measurements
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
As of December 31, 2022:
Secured first lien debt	$	450,243		$	—		$	—		$	450,243
Secured second lien debt	114,755			—			—			114,755
Unsecured debt	2,403			2,358		(B)	—			45
Preferred equity	26,140			—			—			26,140
Common equity/equivalents	28,042		(A)	—			31		(C)	28,011
Total Investments as of December 31, 2022	$	621,583		$	2,358		$	31		$	619,194


				Fair Value Measurements
	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
As of September 30, 2022:
Secured first lien debt	$	463,858		$	—	$	—		$	463,858
Secured second lien debt	115,928			—		—			115,928
Unsecured debt	55			—		—			55
Preferred equity	27,046			—		—			27,046
Common equity/equivalents	36,331		(A)	—		58		(C)	36,273
Total Investments as of September 30, 2022	$	643,218		$	—	$	58		$	643,160

(A)Excludes our investment in Leeds with fair values of $0.2 million and $6.4 million as of December 31, 2022 and September 30, 2022, respectively. Leeds was valued using NAV as a practical expedient.

(B)Fair value was determined based on the closing market price of B. Riley 6.75% senior notes which are traded on the Nasdaq Global Select Market under the trading symbol RILYO.

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

The following table presents our portfolio investments, valued using Level 3 inputs within the ASC 820 fair value hierarchy and carried at fair value as of December 31, 2022 and September 30, 2022, by caption on our accompanying Consolidated Statements of Assets and Liabilities and by security type:


	Total Recurring Fair Value Measurements Reported in
	Consolidated Statements of Assets and Liabilities Using Significant Unobservable Inputs (Level 3)
	December 31, 2022			September 30, 2022
Non-Control/Non-Affiliate Investments
Secured first lien debt	$	399,531		$	413,631
Secured second lien debt	107,170			108,263
Unsecured debt	45		(A)	55
Preferred equity	14,592			17,719
Common equity/equivalents	20,564		(B)	28,688		(C)
Total Non-Control/Non-Affiliate Investments	$	541,902		$	568,356
Affiliate Investments
Secured first lien debt	$	35,048		$	34,804
Preferred equity	5,713			3,640
Common equity/equivalents	1,179			647
Total Affiliate Investments	$	41,940		$	39,091
Control Investments
Secured first lien debt	$	15,664		$	15,423
Secured second lien debt	7,585			7,665
Preferred equity	5,835			5,687
Common equity/equivalents	6,268			6,938
Total Control Investments	$	35,352		$	35,713
Total Investments at Fair Value Using Level 3 Inputs	$	619,194		$	643,160

(A)Excludes our investment in B. Riley with fair value of $2.4 million as of December 31, 2022. B. Riley was valued using Level 1 inputs.

(B)Excludes our investments in Leeds and Funko with fair values of $0.2 million and $31 thousand, respectively, as of December 31, 2022. Leeds was valued using NAV as a practical expedient, and Funko was valued using Level 2 inputs.

(C)Excludes our investments in Leeds and Funko with fair values of $6.4 million and $58 thousand, respectively, as of September 30, 2022. Leeds was valued using NAV as a practical expedient, and Funko was valued using Level 2 inputs.

In accordance with ASC 820, the following table provides quantitative information about our Level 3 fair value measurements of our investments as of December 31, 2022 and September 30, 2022. The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to our fair value measurements.

The weighted average calculations in the table below are based on the principal balances for all debt related calculations and on the cost basis for all equity related calculations for the particular input.

Quantitative Information about Level 3 Fair Value Measurements

Range / Weighted Average as of

December 31,
2022

September 30,
2022

Valuation

Techniques/

Methodologies

Unobservable

Input

December 31,
2022

September 30,
2022

Secured first lien debt

410,235

423,912

Yield Analysis

Discount Rate

10.7% - 34.9%

/ 13.2%

8.0% - 29.5%

/ 11.8%

40,008

39,946

TEV

EBITDA multiple

4.7x – 6.6x

/ 6.1x

4.8x – 6.7x

/ 6.2x

EBITDA

$862 - $10,103

/ $7,352

$800 - $10,257

/ $7,605

Revenue multiple

0.3x – 0.6x

/ 0.4x

0.3x – 0.6x

/ 0.5x

Revenue

$12,908 - $15,526

/ $14,543

$11,514 - $16,320

/ $14,656

Secured second lien debt

97,340

97,472

Yield Analysis

Discount Rate

11.4% - 15.2%

/ 14.1%

11.5% - 15.4%

/ 13.8%

9,830

10,791

Market Quote

IBP

54.3% - 97.5%

/ 78.8%

82.0% - 95.0%

/ 86.5%

7,585

7,665

TEV

EBITDA multiple

5.6x – 5.6x

/ 5.6x

5.6x – 5.6x

/ 5.6x

EBITDA

$2,996 - $2,996

/ $2,996

$3,299 - $3,299

/ $3,299

Unsecured debt(A)

TEV

Revenue multiple

1.3x – 1.3x

/ 1.3x

0.3x – 1.3x

/ 1.0x

Revenue

$6,125 - $6,125

/ $6,125

$764 - $11,514

/ $4,249

Preferred and common equity / equivalents(B)

54,151

63,319

TEV

EBITDA multiple

4.0x – 10.8x

/ 6.5x

4.1x – 11.0x

/ 6.5x

EBITDA

$862 -$80,276

/ $9,873

$800 -$74,512

/ $11,742

Revenue multiple

0.3x – 4.4x

/ 1.5x

0.3x– 4.4x

/ 1.4x

Revenue

$3,130 -$43,117

/ $20,544

$764 -$42,926

/ $19,963

Total Level 3 Investments, at Fair Value

619,194

643,160

(A)Fair value as of December 31, 2022 excludes our investment in B. Riley with fair value of $2.4 million. B. Riley was valued using Level 1 inputs as of December 31, 2022.

(B)Fair value as of December 31, 2022 excludes our investments in Leeds and Funko with fair values of $0.2 million and $31 thousand, respectively. Fair value as of September 30, 2022 excludes our investments in Leeds and Funko with fair values of $6.4 million and $58 thousand, respectively. Leeds was valued using NAV as a practical expedient and Funko was valued using Level 2 inputs as of both December 31, 2022 and September 30, 2022.

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

Changes in Level 3 Fair Value Measurements of Investments

The following tables provide the changes in fair value, broken out by security type, during the three months ended December 31, 2022 and 2021 for all investments for which we determine fair value using unobservable (Level 3) inputs.

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)


Three months ended December 31, 2022	Secured First Lien Debt		Secured Second Lien Debt		Unsecured Debt		Preferred Equity		Common Equity/ Equivalents		Total
Fair Value as of September 30, 2022	$	463,858	$	115,928	$	55	$	27,046	$	36,273	$	643,160
Total gains (losses):
Net realized gain (loss)(A)	—		—		(95)		—		4,995		4,900
Net unrealized appreciation (depreciation)(B)	(455)		(544)		(10)		(906)		(784)		(2,699)
Reversal of prior period net depreciation (appreciation) on realization(B)	103		—		95		—		(4,995)		(4,797)
New investments, repayments and settlements: (C)
Issuances/originations	11,475		182		—		—		500		12,157
Settlements/repayments	(24,738)		(811)		—		—		—		(25,549)
Net proceeds from sales	—		—		—		—		(7,978)		(7,978)
Transfers	—		—		—		—		—		—
Fair Value as of December 31, 2022	$	450,243	$	114,755	$	45	$	26,140	$	28,011	$	619,194

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)


Three months ended December 31, 2021	Secured First Lien Debt		Secured Second Lien Debt		Unsecured Debt		Preferred Equity		Common Equity/ Equivalents		Total
Fair Value as of September 30, 2021	$	337,394	$	135,956	$	10	$	29,246	$	48,441	$	551,047
Total gains (losses):
Net realized gain (loss)(A)	—		—		—		—		13,876		13,876
Net unrealized appreciation (depreciation)(B)	4,493		559		56		(661)		522		4,969
Reversal of prior period net depreciation (appreciation) on realization(B)	(95)		(1,718)		—		(4,281)		(9,114)		(15,208)
New investments, repayments and settlements: (C)
Issuances/originations	74,703		30,170		—		3,500		3,500		111,873
Settlements/repayments	(20,742)		(58,735)		—		—		—		(79,477)
Net proceeds from sales	—		—		—		(1,321)		(15,731)		(17,052)
Transfers	—		—		—		—		—		—
Fair Value as of December 31, 2021	$	395,753	$	106,232	$	66	$	26,483	$	41,494	$	570,028

(A)Included in net realized gain (loss) on investments on our accompanying Consolidated Statements of Operations for the corresponding period.

(B)Included in net unrealized appreciation (depreciation) on investments on our accompanying Consolidated Statements of Operations for the corresponding period.

(C)Includes increases in the cost basis of investments resulting from new portfolio investments, accretion of discounts, PIK, and other non-cash disbursements to portfolio companies, as well as decreases in the cost basis of investments resulting from principal repayments or sales, the amortization of premiums and acquisition costs and other cost-basis adjustments.

Investment Activity

Proprietary Investments

As of December 31, 2022 and September 30, 2022, we held 45 and 46 proprietary investments with an aggregate fair value of $611.9 million and $630.8 million, or 98.4% and 97.1% of the total investment portfolio at fair value, respectively. The following significant proprietary investment transactions occurred during the three months ended December 31, 2022:

•In October and November 2022, we received distributions totaling $6.0 million from our investment in Leeds related primarily to the sale of underlying assets in the fund, which resulted in a realized gain of approximately $4.4 million. We retain an equity investment in Leeds with a cost basis of $0.0 million and fair value of $0.2 million as of December 31, 2022.

•In December 2022, our investment in R2i Holdings, LLC paid off at par for net cash proceeds of $19.2 million.

Syndicated Investments

As of December 31, 2022 and September 30, 2022, we held five and six syndicated investments with an aggregate fair value of $9.9 million and $18.8 million, or 1.6% and 2.9% of the total investment portfolio at fair value, respectively. The following significant syndicated investment transaction occurred during the three months ended December 31, 2022:

•In October 2022, our investment in Targus Cayman HoldCo Ltd. was sold for net proceeds of approximately $8.0 million, which resulted in a realized gain of approximately $5.9 million. As part of the proceeds, we received $2.4 million in aggregate cost basis of B. Riley 6.75% senior notes which are traded on the Nasdaq Global Select Market under the trading symbol RILYO.

Investment Concentrations

As of December 31, 2022, our investment portfolio consisted of investments in 50 portfolio companies located in 24 states in 13 different industries, with an aggregate fair value of $621.7 million. The five largest investments at fair value as of December 31, 2022 totaled $175.4 million, or 28.2% of our total investment portfolio, as compared to the five largest investments at fair value as of September 30, 2022 totaling $174.5 million, or 26.9% of our total investment portfolio. As of December 31, 2022 and September 30, 2022, our average investment by obligor was $12.8 million and $12.6 million at cost, respectively.

The following table outlines our investments by security type as of December 31, 2022 and September 30, 2022:


	December 31, 2022								September 30, 2022
	Cost				Fair Value				Cost				Fair Value
Secured first lien debt	$	462,543	72.2	%	$	450,243	72.4	%	$	475,806	72.5	%	$	463,858	71.4	%
Secured second lien debt	118,320		18.5		114,755		18.5		118,949		18.2		115,928		17.8
Unsecured debt	2,614		0.4		2,403		0.4		293		0.0		55		0.0
Total debt investments	583,477		91.1		567,401		91.3		595,048		90.7		579,841		89.2
Preferred equity	34,505		5.4		26,140		4.2		34,505		5.3		27,046		4.2
Common equity/equivalents	22,794		3.5		28,198		4.5		26,500		4.0		42,728		6.6
Total equity investments	57,299		8.9		54,338		8.7		61,005		9.3		69,774		10.8
Total Investments	$	640,776	100.0	%	$	621,739	100.0	%	$	656,053	100.0	%	$	649,615	100.0	%

Our investments at fair value consisted of the following industry classifications as of December 31, 2022 and September 30, 2022:


	December 31, 2022				September 30, 2022
Industry Classification	Fair Value		Percentage of Total Investments		Fair Value		Percentage of Total Investments
Diversified/Conglomerate Service	$	134,598	21.6	%	$	148,907	22.9	%
Healthcare, Education, and Childcare	132,507		21.3		136,401		21.0
Diversified/Conglomerate Manufacturing	113,571		18.3		114,105		17.6
Aerospace and Defense	86,118		13.9		88,649		13.6
Beverage, Food, and Tobacco	65,218		10.5		64,283		9.9
Oil and Gas	24,914		4.0		25,373		3.9
Automobile	19,469		3.1		20,144		3.1
Personal and Non-Durable Consumer Products	19,211		3.1		18,583		2.9
Machinery	9,861		1.6		9,562		1.5
Telecommunications	8,025		1.3		10,088		1.6
Textiles and Leather	—		—		7,978		1.2
Other, < 2.0%	8,247		1.3		5,542		0.8
Total Investments	$	621,739	100.0	%	$	649,615	100.0	%

Our investments at fair value were included in the following U.S. geographic regions as of December 31, 2022 and September 30, 2022:


	December 31, 2022				September 30, 2022
Location	Fair Value		Percentage of Total Investments		Fair Value		Percentage of Total Investments
South	$	301,962	48.6	%	$	326,524	50.3	%
West	169,476		27.2		169,415		26.1
Midwest	115,006		18.5		118,191		18.2
Northeast	35,295		5.7		35,485		5.4
Total Investments	$	621,739	100.0	%	$	649,615	100.0	%

The geographic composition indicates the location of the headquarters for our portfolio companies. A portfolio company may have additional locations in other geographic regions.

Investment Principal Repayments

The following table summarizes the contractual principal repayment and maturity of our investment portfolio by fiscal year, assuming no voluntary prepayments, as of December 31, 2022:


		Amount
For the remaining nine months ending September 30:	2023(A)	$	8,790
For the fiscal years ending September 30:	2024	48,181
	2025	81,691
	2026	155,294
	2027	253,672
	Thereafter	36,975
	Total contractual repayments	$	584,603
	Adjustments to cost basis of debt investments	(1,126)
	Investments in equity securities	57,299
	Investments held as of December 31, 2022 at cost:	$	640,776

(A)Includes debt investments with contractual principal amounts totaling $0.3 million for which the maturity date has passed as of December 31, 2022.

Receivables from Portfolio Companies

Receivables from portfolio companies represent non-recurring costs incurred on behalf of such portfolio companies and are included in other assets on our accompanying Consolidated Statements of Assets and Liabilities. We generally maintain an allowance for uncollectible receivables from portfolio companies when the receivable balance becomes 90 days or more past due or if it is determined, based upon management’s judgment, that the portfolio company is unable to pay its obligations. We write off accounts receivable when we have exhausted collection efforts and have deemed the receivables uncollectible. As of December 31, 2022 and September 30, 2022, we had gross receivables from portfolio companies of $0.6 million and $0.5 million, respectively. The allowance for uncollectible receivables was $0 as of each of December 31, 2022 and September 30, 2022.