Greetings and welcome to the Gladstone Investment Corporation’s Third Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded.

I would now like to turn the conference over to your host, David Gladstone, Chief Executive Officer..

Alright. Thank you, Peter. Good morning, everybody. This is David Gladstone, Chairman of Gladstone Investment. This is the third quarter of our fiscal year ending March 31, 2022. This is the earnings conference call for shareholders and analysts of Gladstone Investment.

Company is listed on NASDAQ under the trading symbol GAIN for the common stock and we have two preferreds, GAIN and GAINZ for the registered notes. Thank you all for calling in. We are always happy to provide updates for our shareholders and analysts and the view of the current business environment.

Our two goals here are to help you understand what has happened and also give you our best guess of the current views of the future. And now, we hear from our General Counsel and Secretary, Michael LiCalsi.

Micheal?.

Thanks, David. Good morning, everybody. Today’s call may include forward-looking statements under the Securities Act of 1933 and the Securities Exchange Act of 1934, including those regarding our future performance.

These forward-looking statements involve certain risks and uncertainties and other factors even though they are based on our current plans, which we believe to be reasonable.

And many factors may cause our actual results to be materially different from any future results expressed or implied by these forward-looking statements, including all Risk Factors listed on our Forms 10-Q and 10-K and other documents that we file with the SEC.

You can find all these on the Investors page of our website that’s gladstoneinvestment.com or the SEC’s website, that’s www.sec.gov. Now we undertake no obligation to publicly update or revise any of these forward-looking statements whether as a result of new information, future events or otherwise except as required by law.

Now, please also note that past performance or market information is not a guarantee of any future results. We ask everybody to take the opportunity to visit our website once again, gladstoneinvestment.com, sign-up for our e-mail notification service. You can also find us on Twitter @GladstoneComps and on Facebook keyword, The Gladstone Companies.

Today’s call is simply an overview of our results through 12/31/2021. So we ask that you review our press release and Form 10-Q both issued yesterday for more detailed information. And with that, I will turn it over to David Dullum, President of Gladstone Investment.

Dave?.

Hey, Mike. Thanks very much and so, good morning to all our shareholders and analysts. And first, I wish to welcome our CFO, Rachael Easton, who joined our team in December. Very happy to have her with us and this is her first quarterly call. And you will hear from her shortly.

So as we know, there are many challenges facing our economy, labor shortages, supply chain delays, increased material costs, as well as inflationary trends. And while most of our portfolio companies experienced most of those, we did make good progress towards pre-COVID operating status.

And as a result, I am very happy to report on another very good quarter for Gladstone Investment. In that, we ended the third quarter of fiscal ‘22 with adjusted NII of $0.26 per share, which continues to progress and what we expect will be a strong finish for fiscal year 3/31/22 and our future earnings.

The total assets of 12/31 though decreased to $736 million from $746 million at 9/30/21 and this really is primarily due to the successful exits of two portfolio companies during that period.

And as a result of that, obviously, these assets were taken off of the balance sheet, if you will, but that’s partially offset by a few add-ons to existing portfolio companies and also in most importantly, the continued recovery of the values of our equity holdings, which today make up a real 23% of our portfolio at cost.

We also though were able to maintain our monthly distribution of $0.075 per share or $0.90 per share on an annual basis. And we were able to pay a supplemental distribution of $0.09 per share in December 2021.

And subsequent to quarter end, we declared another supplemental distribution of $0.12 per share to be paid in February, which is this month in 2022. So during this quarter of fiscal year ‘22, the two portfolio companies that we exited resulted in a net realized gain of $22 million and success fee income of $3.4 million.

We also, as mentioned, invested $37 million in existing portfolio companies which supported add-on acquisitions for those companies, which is a positive event.

Our strategy as a buyout focused entity therefore continues to successfully generate both the income for increasing monthly distributions to shareholders and also capital gains on equity from our supplemental distributions based on our capital gains appreciation.

Our balance sheet continues to be strong, with very low leverage and a very positive liquidity position. So, this allows us to continue providing support to our portfolio companies for add-on acquisitions and interim financing if the need arises, while actively seeking new buyout opportunities and continuing to grow our assets and income.

So in that, the outlook really for the new acquisition market unfortunately continues to exhibit very high purchase value expectations and there is a very strong competition from new acquisitions given the amount of capital that’s out there in the marketplace.

But as a result of this dynamic though, we remain patient and selective in our diligence and review process, while we aggressively continue seeking new buyout opportunities. So in summing up the quarter and looking forward, the state of our portfolio is very good.

We have a strong and liquid balance sheet and active level of buyout activity and the prospect of good earnings and distributions during this fiscal year and beyond. So now, I will turn it over to Rachael Easton and have her give some more detail on those specifics.

Rachael?.

Thanks, Dave. As far as operating performance for the quarter, we continue to see improvement from the ongoing impact of this pandemic on our portfolio companies. We generated adjusted NII of $8.8 million or $0.26 per share, an increase compared to adjusted NII of $7.8 million or $0.23 per share in the prior quarter.

We continue to believe that adjusted net investment income, which is net investment income, exclusive of any capital gains based incentive fees is a useful and representative indicator of ongoing operation.

Total investment income decreased quarter-over-quarter primarily due to a relative decrease in interest income as we have collected past due interest in the prior quarter, which did not recur to the same extent in the current quarter as well as lower dividend income from portfolio companies, the timing of which is variable.

Consistent with our prior quarter at 12/31/21, 3 of our portfolio companies continue to be on non-accrual status. Expenses decreased by $8 million this quarter, which was primarily driven by a $4.8 million decrease in capital gains based incentive fees due to the net impact of realized and unrealized gains as required under U.S.

GAAP as well as an increase in fee credit. We believe that maintaining liquidity and flexibility to support and grow our portfolio are key elements of our success.

With the successful issuance of our 2028 notes and related redemption of the Series E term preferred stock in the prior quarter and successful exits in December 2021, we have long-term capital in place and the full $180 million available under our credit facility. Our leverage is low with an asset coverage ratio at 12/31 of 259.5%.

Our NAV remained consistent at $13.27 per common share compared to the prior quarter. Although no net change the reversal of unrealized depreciation on exits was offset by realized gains and unrealized depreciation of investments.

Consistent with prior quarters, distributable book earnings to shareholders remains solid, especially when considering that book earnings has been reduced by $28.7 million of capital gains based incentive fees, which equates to about $0.86 per common share, of which only $5.3 million is currently due.

With that in mind and as previously announced in January 2022, our Board of Directors declared another supplemental distribution to common shareholders of $0.12 to be paid out this month in February of 2022.

Assuming the current monthly distribution run-rate of $0.90 per share per year and $0.30 per share per year in supplemental distributions for the 2022 fiscal year in total, our annual distributions, which totaled $1.20 per common share or a yield of about 7.5% using yesterday’s closing price of $15.90. This covers my part of today’s call.

Back to you, David..

Alright. Thank you, Rachael. That was a nice presentation, Rachael. We are looking forward to you being on all of these calls going forward. And Dave, you and Michael both gave good information to our shareholders and that presentation plus the 10-Q filed with the SEC yesterday should bring everyone up-to-date.

Team has reported solid results for this quarter ending December 31 and the exits and add-on investments are nice to hear. We believe the team is in a great position to continue these successes through the remainder of the fiscal year ending March 31, 2022.

And I think the team would concur with me that Gladstone Investment is an attractive investment for investors seeking continuous monthly distributions and supplemental distributions from potential capital gains and other income. The team hopes to continue to show you a strong return on your investment in this fund.

And now, let’s bring on Peter and we will have some questions from all of you out there listening in..

Thank you. The first question is from Mickey Schleien with Ladenburg. Please go ahead..

Yes, good morning everyone. Dave, when we look at your portfolio’s breakdown by industry, the largest segment is diversified services, which is a pretty broad description.

And then there is consumer durables, in your prepared remarks, you mentioned inflation I’d like to ask you how you feel about those companies in those sectors ability to pass on inflation and protect their margins?.

So Mickey, good morning. Good to hear from you.

Basically, where we are – first part of that question might be where is inflation impacting us? And what we are seeing there somewhat is obviously in labor cost increases in certainly in the consumer products area, because of raw material costs, etcetera and transportation costs in particular, when products coming in from overseas and so on, that’s where we are seeing the impact.

What we have been experiencing specifically to your question is the ability now indeed to pass on some of those costs.

So for argument sake and some of our customer base as an example of Walmart, which is one of the customers we’d have for some of our portfolio companies in the consumer space, they actually are accepting price increases from us and indeed are passing goes on through to the customer.

So, it’s all a function of just being very aggressive, frankly, in that regard and sticking to our guns and pushing hard with the customer set that we have. So, some of them have already started putting those through. We have been seeing a positive trend in that regard and certainly hope it will – we can continue doing that..

Thanks, Dave.

Is there any sense that you can give us about the portfolio’s average interest coverage?.

Average interest coverage, just help me with exactly what you mean by that?.

You know what we will do that one offline if that’s okay with you..

Okay..

Dave, as you mentioned in your prepared remarks, multiples in the – M&A multiples are elevated and it doesn’t look like that’s likely to come down anytime soon when you think about how much capital is chasing deals? So, how would you describe your interest to possibly pay higher multiples for interesting businesses than you have maybe paid historically for those types of businesses?.

Yes. Well, whether I would like to do it or not, Mr. David Gladstone may not let us do that. But no, we are – we look at it hard. Obviously, it’s a function clearly and you mentioned in the service sector type of companies and so on. That’s where we do see tend to see higher multiples evaluations.

And we are slowly modeling out where if we do increase it from where we would normally think we could as long as it works for our model, which is the most important thing, which as you know is coverage of interest, the fixed charge coverage on these companies and so on.

So, the short answer is it probably slowly will see some increase on multiples that we will have to pay on some of these companies, but we are still going to keep our constraints on the returns that we are looking for. And it’s a competitive environment. So, we have to find other ways.

As an example, a couple of the companies that we invested in last year, very good companies. In one case, it’s essentially buying a smaller business than adding on and building out the platform and we can get accretion as a result of the multiples that we pay for the add-on acquisitions in that regard. So we will do stuff like that.

And then we just have to be very firm in what we are willing to pay going forward, but it’s – there is definitely some pressure to pay a little bit more than we’d like to..

And Dave, this quarter, your new investments were focused on follow-ons, was that the type of deals you just described? In other words, was it tuck-in acquisitions or what was – what are your portfolio companies using that money for?.

Yes, this quarter. That’s exactly right. We had a couple of companies where we had really good opportunity to do some add-ons. And so we are able to provide the capital to the companies to help them do that, which is a positive thing for us obviously, yes..

Right. Thank you. I have a couple of more questions. I’ll get back in the queue and follow-up. Thank you..

Okay. Thanks..

Next question?.

Thank you. The next question is from Adrian Day with Adrian Day Asset Management. Please go ahead..

Yes, good morning. Two questions if I may. Just a sort of quick follow-up to the last discussion on competition valuation, it used to be many years ago that your sort of segment of the lending market, I would say you had to yourself, but there was a lot less competition than in larger companies.

Is – do you think the competition you are seeing is purely due to the increase in money? Obviously, we all know about that.

And so is that the main reason or are you just seeing new competitors who are going to hang around in your space, what I will call your space?.

Yes.

The middle market, or slash lower middle market?.

Yes..

Yes. So, Adrian, I would say, yes, it’s probably as much a function of more folks coming into the business, but clearly, as a result, also, as you said of more capital. So, not only are they let’s call it, who are our main competitors are private equity funds, right, that’s who we compete with buying businesses.

And not only do they have a lot of capital that they have to deploy, but also the ability to generate leverage or get leverage from, third-party lenders, right, banks, other BDCs, that are lending BDCs and so on. And currently, that leverage as we know, has also been pretty, relatively speaking, inexpensive.

So, yes, it’s just a function of both of those. And of course, we assume that the expected returns that some of those firms are factoring in have got to be lower than historically because otherwise, I don’t know how they are paying those kind of prices.

Now, whether or not increasing interest rates, which clearly are going to start occurring and have started occurring, although you are going from a relatively low base, right.

So, it’s not like we are getting back to the high rates we used to see back many, many years ago, that might have some impact a bit, frankly on leverage, and maybe that will help mitigated a bit. But I think it’s a function of us just as many more folks in the market.

The supply side, by the way, the number of deals that came to market last year was pretty high also. So, so far this year, we are seeing a little bit of a slowdown in deal supply, but we think we are going to start seeing a pickup of that, again, talking to the investment bankers.

So, it’s just getting out there and slugging every day is what we have to focus on..

Okay. And then listen, my second question, if I may, I was just a little bit confused. I don’t know if you can help me when you say that your total investment income was affected by the decline in collections of past due interest from companies previously on non-accrual. So, I am a little bit confused by that.

Do you mean the companies are non-accrual were previously you were able to collect from?.

So, that’s exactly right. It’s collections that occurred from past non-accruals. This took place. We had about $1.6 million of collections in the prior quarter. We did not see that same influx take place this quarter..

And they would be from the same companies.

And that was some…?.

No, not necessarily. What Rachael said is correct, there is a good – it’s a good news thing, right. So, to the extent we had some companies that were on non-accrual last quarter, we were able to – because of the performance and what have you, we were able to take them off the non-accrual. We are also able to get some of that paid back.

So, just the timing of how that occurred in that quarter. From a comparative basis, we did not have those. We didn’t either those companies or other companies necessarily paying any additional interest that was accrued.

So, we just had our normal interest payments in this quarter relative to the comparative, the prior quarter where we had additional interest if you want to think about it that way that came as a result of collecting from non-accrual..

I got it. Okay. Thank you, sir. Thank you..

Thank you. Next question..

The next question is from Mickey Schleien with Ladenburg. Please go ahead..

Dave, to follow-up, what drove the large markup of the Brunswick Bowling preferred shares? And does that represent an exit potential on that investment?.

No, the valuation methodology was consistent with what we have always done. Part of it is that the business frankly, really it’s coming back very strong.

Rachael, do you want to touch on that?.

Yes, absolutely. So, that was definitely due to an uptick in performance. We are continuing to see an improvement from the ongoing impact of the pandemic. So, that increased EBITDA, which really led to the appreciation of the investment..

Yes. This is not related to any exit activity or anything like that. It was a really good company. We are excited that it’s back to almost pre – right on the 2019 timeframe, as a result of we had also made an acquisition that – end of that year of a competitive bowling ball company.

So, we really have a large share in our bowling balls, if you will, and the run up at the end of 2019 was very positive. Of course, we saw a decline because of COVID through 2020, now picking back up to we are pretty close to where we were at the end of 2019. And that’s all that reflects..

That’s good news, Dave. Rachael, welcome, first of all, and a couple of more modeling questions.

What is the debt portfolio’s average LIBOR floor?.

So, our assets, we have our LIBOR floor, most of them are, its LIBOR plus. But we also put a – we put our own floor on it. So, it’s generally around 10%..

Okay. And Dave, or Rachael, can you give us a little bit of color on the large credit from the advisor to the base management fee, it was particularly big this quarter.

What was the nature of that? And what is the outlook for that line item?.

Yes, absolutely. So, that fee this quarter was primarily due to a fee paid to the advisor associated with the asset Pioneer Square Brands, and then that’s being credited against our fees to do. So, that is not really comparable quarter-over-quarter. It’s going to….

Yes.

Mickey, as you know, the way we do this is when we both make an acquisition, and also when we exit a company, if we generate a fee for the transaction, because of the interaction with the advisor, we have a relationship where the advisor would collect some of quote, some of that fee, and then they credit that back to us through our actual management fee from the advisor to GAIN.

So again, as Rachael said, it’s inconsistent, right. It’s going to occur both when we have acquisitions or when we have dispositions if we generate a fee.

And so it’s, again, it’s a positive overall, it’s just a function of the advisor collecting, essentially getting the money in the transaction and crediting it back to us through our management fee paid to them..

Yes. I understand the accounting, David it was just that number was pretty large..

But that was a good exit..

Yes. No, it was – congratulations. It was a very good exit.

And what is your estimated undistributed taxable income following these exits? Can you give us any insight on that and how you expect to distribute that?.

Well, so right now we have $17.4 million and this is the GAAP undistributed income on the balance sheet. So obviously, we do have some book to tax differences there. But these amounts are available for distributions and Dave, I don’t know if you want to speak more to kind of our forward outlook there..

Yes, I think well, Mickey, first of all, as you know, our general I don’t know if you call it policy approach plan is first we focus on the monthly distributions, which we have been able to get up to $0.075 per share, $0.90 on an annual basis. We never want to get ahead of ourselves, try not to anyway.

But we will keep trying to increment that as slowly as possible. It has been a good model for all of the Gladstone companies by and large. And we would – we certainly want to do that. So, we were able to increase that a little bit last year. And we focus on that mainly coming out of operating income.

Now, having said that, the distributions that we make on the supplementals again come as a result of the capital gains that we have been generating. And then we start getting into – this again, a good thing. And I am getting a little bit over my head in this regard.

But now we start having classification of income, that might be sitting there both, it’s just from cap gains or for other income. And as we look forward, we might be able to consider taking an increase in our monthly distribution, but some of that might be coming from this crude income, and then from sort of have a designation as capital gain.

So, it would be a blend of those going forward. But right now, we don’t have any suggested change to that, just keep doing a good job on our monthly distribution, sort of from operations and our continuing increasing as much as we can our supplemental distributions as a result of cap gains..

Yes, that was – what I was referring to David, thanks for that explanation. Those are all my questions. I appreciate your time and congratulations on a strong quarter..

Thanks for your questions..

We have any other questions?.

There are no further questions. Ladies and gentlemen, we have reached the end of the question-and-answer session. And I would like to turn the call back to Mr. David Gladstone for closing remarks..

Well, thank you all for tuning in. Had a great quarter. I think we will have a good quarter this time, and we will see you next quarter. That’s the end of the call..

Thank you. This concludes today’s conference. You may disconnect your lines at this time. Thank you for your participation..