Annual report pursuant to Section 13 and 15(d)

CUMULATIVE REDEEMABLE PREFERRED STOCK OFFERING

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CUMULATIVE REDEEMABLE PREFERRED STOCK OFFERING
 12 Months Ended
Sep. 30, 2024
Equity [Abstract]  
CUMULATIVE REDEEMABLE PREFERRED STOCK OFFERING CUMULATIVE REDEEMABLE PREFERRED STOCK OFFERING
In May 2023, we entered into a Dealer Manager Agreement pursuant to which we may sell a maximum of 6,000,000 shares of 6.25% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”), par value $0.001 per share, on a “reasonable best efforts” basis through our affiliated dealer manager, Gladstone Securities, at a public offering price of $25.00 per share. Pursuant to the Dealer Manager Agreement, the offering will terminate on the date that is the earlier of (1) December 31, 2026 (unless earlier terminated or extended by our Board of Directors) and (2) the date on which all 6,000,000 shares of Series A Preferred Stock offered are sold. See Note 4, “Related-Party Transactions—Other Transactions,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series A Offering.

The Series A Preferred Stock is being sold pursuant to our shelf registration statement on Form N-2 (File No. 333-261398) (the “2021 Registration Statement”), under the Securities Act of 1933, as amended, and a prospectus supplement, dated May 31, 2023, and a base prospectus dated December 22, 2021. As of September 30, 2024, we had the ability to issue up to an additional $142.3 million in securities under the 2021 Registration Statement.

During the year ended September 30, 2024, we sold 349,931 shares of Series A Preferred Stock for gross proceeds of $8.7 million and net proceeds of $7.8 million. There were no shares sold during the year ended September 30, 2023. There were 349,931 and 0 shares of Series A Preferred Stock outstanding as of September 30, 2024 and September 30, 2023, respectively.

In accordance with ASC 480-10-S99-3A, the Company’s Series A Preferred Stock has been classified in temporary equity on the Consolidated Statements of Assets and Liabilities. The Preferred Stock is recorded net of offering and issuance costs. Dividend payments to our preferred stockholders are included in preferred stock dividends on our Consolidated Statements of Operations, which totaled $0.2 million during the year ended September 30, 2024.

We may be required to mandatorily redeem some or all of the shares of our Series A Preferred Stock if we fail to maintain asset coverage of at least the minimum amount required by Sections 18 and 61 of the 1940 Act (which is currently 150%). The asset coverage on our “senior securities that are stock” as of September 30, 2024 was 237.3%, calculated in accordance with Sections 18 and 61 of the 1940 Act.

We paid monthly cash dividends of $0.130208 per share to holders of our Series A Preferred Sock for each month from January through September during the year ended September 30, 2024.
DISTRIBUTIONS TO COMMON STOCKHOLDERS
To qualify to be taxed as a RIC under Subchapter M of the Code, we must generally distribute to our stockholders, for each taxable year, at least 90% of our taxable ordinary income plus the excess of our net short- term capital gains over net long-term capital losses (“Investment Company Taxable Income”). The amount to be paid out as distributions to our stockholders is determined by our Board of Directors quarterly and is based on management’s estimate of Investment Company Taxable Income. Based on that estimate, our Board of Directors declares three monthly distributions to common stockholders each quarter.
The federal income tax characteristics of all distributions will be reported to stockholders on the IRS Form 1099 after the end of each calendar year. Estimates of tax characterization made on a quarterly basis may not be representative of the actual tax characterization of cash distributions for the full year. Estimates made on a quarterly basis are updated as of each interim reporting date.
For the calendar year ended December 31, 2023, 100.0% of distributions to common stockholders were deemed to be paid from ordinary income for 1099 stockholder reporting purposes. For the calendar year ended December 31, 2022, 93.2% of distributions to common stockholders were deemed to be paid from ordinary income and 6.8% of distributions were deemed to be return of capital for 1099 stockholder reporting purposes.
We paid the following monthly distributions to common stockholders for the years ended September 30, 2024 and 2023:
Fiscal Year Declaration Date Record Date Payment Date Distribution per
Common Share(A)
2024 October 10, 2023 October 20, 2023 October 31, 2023 $ 0.165 
October 10, 2023 November 20, 2023 November 30, 2023 0.165 
October 10, 2023 December 18, 2023 December 29, 2023 0.165 
January 9, 2024 January 23, 2024 January 31, 2024 0.165 
January 9, 2024 February 21, 2024 February 29, 2024 0.165 
January 9, 2024 March 21, 2024 March 29, 2024 0.165 
April 9, 2024 April 19, 2024 April 30, 2024 0.165 
April 9, 2024 May 17, 2024 May 31, 2024 0.165 
April 9, 2024 June 19, 2024 June 28, 2024 0.165 
July 9, 2024 July 22, 2024 July 31, 2024 0.165 
July 9, 2024 August 21, 2024 August 30, 2024 0.165 
July 9, 2024 September 20, 2024 September 30, 2024 0.165 
Year Ended September 30, 2024: $ 1.98 
2023 October 11, 2022 October 21, 2022 October 31, 2022 $ 0.14 
October 11, 2022 November 18, 2022 November 30, 2022 0.14 
October 11, 2022 December 20, 2022 December 30, 2022 0.14 
January 10, 2023 January 20, 2023 January 31, 2023 0.15 
January 10, 2023 February 17, 2023 February 28, 2023 0.15 
January 10, 2023 March 17, 2023 March 31, 2023 0.15 
April 11, 2023 April 21, 2023 April 28, 2023 0.16 
April 11, 2023 May 23, 2023 May 31, 2023 0.16 
April 11, 2023 June 21, 2023 June 30, 2023 0.16 
July 11, 2023 July 21, 2023 July 31, 2023 0.165 
July 11, 2023 August 23, 2023 August 31, 2023 0.165 
July 11, 2023 September 7, 2023
September 15, 2023(B)
0.04 
July 11, 2023 September 21, 2023 September 29, 2023 0.165 
Year Ended September 30, 2023: $ 1.89 
(A)    Per share data has been adjusted on a retroactive basis to reflect the Reverse Stock Split effected on April 4, 2024, as described in Note 2— Summary of Significant Accounting Policies.
(B)    Represents a supplemental distribution to common stockholders.

Aggregate distributions declared and paid to our common stockholders were approximately $43.1 million and $35.4 million for the years ended September 30, 2024 and 2023, respectively, and were declared based on estimates of Investment Company Taxable Income. For the fiscal years ended September 30, 2024 and September 30, 2023, our current and accumulated earnings and profits exceeded common stock distributions declared and paid, and, in accordance with Section 855(a) of the Code, we elected to treat $6.6 million and $5.0 million, respectively of the first common distributions paid to common stockholders in the subsequent fiscal year as having been paid in the prior year. For the fiscal year ended
September 30, 2022 distributions declared and paid exceeded taxable income available for common distributions resulting in a partial return of capital of approximately $1.4 million.
The components of our net assets on a tax basis were as follows:
Year Ended
September 30,
2024 2023
Common stock $ 44  $ 44 
Capital in excess of par value 492,305  481,480 
Cumulative net unrealized appreciation (depreciation) of investments 25,249  (17,454)
Undistributed ordinary income 6,590  4,978 
Capital loss carryforward (47,435) (54,425)
Other temporary differences (5,858) (5,928)
Net Assets $ 470,895  $ 408,695 
We intend to retain some or all of our realized capital gains first to the extent we have available capital loss carryforwards and second, through treating the retained amount as a “deemed distribution.” As of September 30, 2024, we had $47.4 million of capital loss carryforwards that do not expire.
For the years ended September 30, 2024 and 2023, we recorded the following adjustments for permanent book-tax differences to reflect tax character. Results of operations, total net assets, and cash flows were not affected by these adjustments.
Year Ended
September 30,
2024 2023
Undistributed net investment income $ (1,299) $ (373)
Accumulated net realized losses 1,310  373 
Capital in excess of par value (11) —