Greetings, and welcome to the Gladstone Investment Corporation Earnings Call for the quarter ended September 30, 2020. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder this conference is being recorded. It is now my pleasure to introduce your host Mr. David Gladstone, Chief Executive Officer. Thank you, sir. You may begin.

Okay. Well thank you Donna and good morning to everyone out there. This is David Gladstone and this is the second quarter ending March 31, 2021, is our beginning of the year. And so, this is the second quarter for fiscal year 2021. This is the conference call for shareholders and analysts of Gladstone investment listed on NASDAQ under the trading symbol G-A-I-N for the common stock. And then we have two preferred G-A-I-N-M and G-A-I-N-L. Thank you all for calling in. We're always happy to provide an update to our shareholders and analysts, provide our view on the current business environment. Two goals, of course, help you understand what's happening and give you a glimpse of the future as we see it. Now, we will hear from our General Counsel and Secretary, Michael LiCalsi. Mike?

Good morning, everyone. Today's call may include forward-looking statements under the Securities Act of 1933 and 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, we believe is 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, 10-K and other documents we filed with the SEC. You can find these on our website www.gladstoneinvestment.com or on the SEC's website at www.sec.gov. 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. Please also note that past performance or market information is not a guarantee of any future results. Once again, please visit our website, gladstoneinvestment.com, sign up for e-mail notification service. You can also find us on Twitter @GladstoneComps; or on Facebook keyword The Gladstone Companies. And today's call is an overview of our results through September 30, 2020. So we ask you to review our press release and Form 10-Q, both of which were issued yesterday for more detailed information. And with that, I'll turn the presentation over to Gladstone Investment's President, Dave Dullum. Dave?

Great. Thanks Mike and welcome and good morning to all of our shareholders, analysts. We appreciate you all being on. We're pleased today that we can report good operating results for the quarter ended 9/30/20. And when we consider the past six months and certainly the continuing challenges due to COVID-19, we are very pleased with where we are and where we look going forward. We actually ended the quarter with adjusted net investment income of $0.15 per share and this is compared to the $0.11 per share for the quarter ended 6/30/20. So on a comparative basis, also, our total portfolio income has improved in part due to resuming some interest on certain portfolio company debt securities, which we had to adjust somewhat, as a result of COVID. So we're now back to, in some cases, our pre-COVID levels, which is a good thing. In addition, we also made one acquisition, a company called Mason West Industries, which includes obviously a new interest-bearing debt security. So that adds to our income stream. And, of course, we made that investment on the debt security along with an equity investment as well. So our primary operating focus does continue to be close monitoring of our portfolio companies, with the emphasis on their cash flow and their working capital dynamics, certainly in this very trying time. In this regard, we've not needed to provide much additional financial support to our portfolio companies, which is a good thing. At the same time we are focused on the rebuilding of the portfolio, given that we had very significant and successful exit activity last year, which obviously reduced assets in a good way and also, of course, the slowdown in new investment activity, which we've been experiencing really since COVID in early part of this…

Thank you, Dave. Let me start with a summary of the fund's operating performance. We generated NII of $4.4 million this quarter which was slightly higher than NII of $4.2 million in the prior quarter. Interest income increased approximately $1.3 million primarily to the new investments made during the current quarter that Dave mentioned and to a lesser extent as a result of increasing the interest rate on one investment to pre-COVID levels. We continue to monitor and closely work with the companies that have loans on non-accrual status and believe we can expect to see some improvement during the balance of this fiscal year. Net expenses totaled $7.5 million in the current quarter compared to $6.5 million in the prior quarter. The increase was primarily related to accrued capital gains based incentive fees of $0.5 million this quarter versus -- and $0.8 million reversal of previously accrued cap gains incentive fees last quarter. And that is all due to the net impact of realized and unrealized gains and losses between those two quarters. When adjusting net investment income to exclude the cap gains incentive fee reversal adjusted net -- for accrual, net investment income per weighted average common share was $0.15 in the current quarter or a $0.04 increase compared to last quarter. We continue to believe that this metric is a useful and representative indicator of operations exclusive of any capital gains based incentive fee as net investment income does not include any realized or unrealized investment activity associated with this peak. Now moving over to the balance sheet, we believe that maintaining liquidity and flexibility to support and grow our portfolio are key elements of our success. In that regard, we amended our credit facility during the current quarter to provide us with improved flexibility should our…

Okay. Thank you, Julia. Dave and Michael you all gave good information for our shareholders and those presentations in the Form 10-Q filed yesterday should bring everybody up-to-date. We believe the team is in good position to continue the successes in our fiscal year ending March 31, 2021. And just so you know we're now entering into a time to designate some of the management team of the future. We appointed two members to Executive Vice Presidents as we announced in our press release; Kyle Largent, Peter Roushdy in combination of course with our Chief Financial Officer. Julia Ryan ensures the future of this fund is in really good hands. Working together they have their responsibilities and their positions to the members of the senior leadership team to ensure continued success and long-term growth. Now Dave Dullum and I are not changing our positions. We're just adding to the group. We believe Gladstone Investment is an attractive investment for investors, seeking continuous monthly distributions and some potential supplemental distributions from capital gains. So Donna, if you'll come on now, we'll have some questions from the analysts and shareholders out there. Tell them how they can ask a question.

Thank you, sir. Ladies and gentlemen, the floor is now open for questions. [Operator Instructions] Our first question is coming from Ryan Carr of Jefferies. Please go ahead.

Hi, good morning, guys. Thanks for taking my questions and congratulations on the good quarter. First question from my end. Looks like this quarter you didn't have any other income. What was – what really drove the decline there? And then moving forward is there a change in the outlook for that area?

Hi. This is Dave. I'll take a crack at that. And if Julia wants to add certainly. Keeping in mind that our other income line item as we always address, it is something that is a function of either dividends on preferred investments we might have in some of our portfolio companies which we harvest from time to time. The other is basically from what we call exit fees or success fees which again we harvest from our portfolio companies from time to time. So consistently and we've – and as we've shown before, it's always going to be volatile and certainly different quarter-to-quarter. What we have done in this last couple of months and quarter or so is tried from the perspective of the cash again flow issues without portfolio companies, meaning not putting an undue burden on them until we start moving further out of this whole pandemic situation. We have not really gone ahead and taken some of these fees if you will which would come through the other income line item that we might have perhaps done in the past. So no change in policy. It's – we're going to – we see and expect some of that going forward certainly. It's a bit unpredictable but we manage it carefully. Hopefully that answers it.

Yes. Thank you. That was very helpful. And then in terms of the nona-ccruals and this quarter you saw some improvement on a fair value and cost basis. But it looks like the same investments quarter-to-quarter and for quite a while quite frankly, B&T, Horizon, The Mountain, PSI and SOG. I mean have you made any progress in terms of resolving these non-accruals, especially in the context of the current environment? And have you – what's the outlook over maybe the next two quarters through the end of the fiscal year in terms of resolution for these?

Julia, do you want to take a crack at that? I have a comment I would add.

Sure. Yes. So you're correct. It's the same companies quarter-over-quarter and even for the last two quarters. And Horizon is the one that is – has just been added in April. So that hasn't been on for that quite that long. And if you recall that somebody – or a company that was significantly exposed to COVID and given that it is heavily focused on the travel industry. The others have been on the list a little bit longer but I quickly touched upon this in my section. We are working with each and every one of these companies and some of those are expected to see improvements over the next three to six months for the balance of this fiscal year. I can't promise you exactly when that will occur but we're working on it.

Yes. And the only further comment I'd make and again without being too specific it's possible that because of the definition if you will that we use for what means non-accrual and the timing that we could actually collect income from one or two of these companies but it still leaves it on a non-accrual status. So that's one of the things that's a positive for the income stream and we're working on that as well. And I think that's an improvement versus where we've been.

Got it. Then last question for me. I know you had mentioned earlier in the call with deal activity on a year-over-year basis from the first quarter of this year is still pretty muted. But can you give us a sense for how much it's improved quarter-to-quarter? And then in terms of your deal-making ability has anything changed from the prior quarter? For example are you now traveling to clients? Or are you seeing a pickup in discussions and potential transactions out there in the market?

Yes. Good question. So one, yes, we've been actually traveling. We've been – as I mentioned briefly worked on a number of new things and our folks beyond just the Zoom calls that we've been doing, we've actually had some of our managing directors actually visit companies for management meetings. So overall, I would definitely say in the last certainly two months or so, we have clearly seen a pickup in activity in terms of companies that we would consider viable and potential acquisitions. So I'm optimistic going forward. There's still a challenge and that there is a lot of money out there, believe it or not. And valuations even in this environment are tough. So we'll continue our policy of being good -- conservative, careful investors in that regard. But overall, yes, we've seen some pickup and we're working really hard in that area. And as I mentioned also is we are able now to have our folks put less time let's say more intense time on existing portfolio companies it's -- the activity level is working with our capability to also process new investment opportunities.

Thank you very much.

Okay. Donna next question.

[Operator Instructions] Our next question is coming from Mickey Schleien of Ladenburg Thalmann. Please go ahead.

Yes, good morning everyone. Hope all is well on your end. Dave, I just wanted to follow-up on your comments about the market environment. It's still -- we're still in the middle of earnings season obviously. But clearly I think we're in a world of haves and have-nots and strong performing companies have all kinds of capital being thrown at them. So within your portfolio, is there -- do you have any visibility into potential exits to take advantage of what in some cases is a tremendous seller's market?

So Mickey, I'm going to follow back on what we've thought or said our general, I'll call it policies the way we think of exits. As you know from our perspective having good solid businesses that are continuing to grow generate income. We're not going to rush to the exits necessarily. We sort it. We do it where again if our CEOs or company folks running those companies feel the time is right for a variety of reasons, or if we certainly get some times, which we do and have exited in certain cases with unsolicited sort of offers. So that's how we think about it generally. You're right. This environment right now seems to be a little bit heady in that regard. And so we are managing exits on companies that we believe makes sense to do. And so if we can take a benefit from the activity level you're talking about where we will do that and that probably will play out over the next really say call it six months or so.

Okay. And in that regard Dave your -- the balance sheet's leverage just measured by debt-to-equity is at a level we haven't seen since the end of fiscal 2018 or March the March 2018 quarter so quite a while. What -- is this sort of the maximum leverage you're willing to operate Gladstone Investment at? Or are you comfortable enough with the economic outlook to take leverage even higher?

Julia, you want to tackle that one?

Sure. Mickey, I think our footnotes and obviously subsequent events announced that part of -- we've had a large paydown that cleared on 9/30 and then subsequently was used to pay down the line in the -- to the tune of roughly $10 million. So the leverage is actually a little bit lower than what 9/30 has reported, but to your point we are confident. We are comfortable with where we are. We are comfortable to add to it should we need to we believe in our portfolio. And I don't believe we're changing our operating outlook or our investment strategy that has been applied historically to make any foolish decisions on new investments. So I believe we are where we need to be.

I understand Julia. In terms of that pay down we're talking about Mason West, which is a new investment a couple of questions related to that. Can you just walk us through -- you made a new investment in Mason West and they turned around and repaid you very shortly thereafter. How -- what happened there? And is there any fee income, prepayment fee income associated with that that we can expect?

There's no fee income associated with that. This repayment was anticipated at closing. It just took a while to get it all figured out from a legal perspective between when we close the deal and when it is closed.

Mickey, a little more color on that the company did not repay us. We did the deal. And because of the size of the investment again we're in a position to close it. And as you know we do with the majority of the debt and the equity. But that was one where we were looking to bring in a partner to take part of it and that's where the paydown came from another investor coming in, which -- folks we've worked with before and that was what it was not that the company repaid us.

I understand. That was going to be my next question. Dave you mentioned resuming interest or changing interest rates on a deal that was previously affected by COVID. Are you referring to a PIK toggle or a re-pricing, and which deal are you talking about?

Yeah. So no PIK toggle, no re-pricing. All we did was, which again we can do as necessary from time to time. We just decided, hey I won't go into the specifics, but the interest rate let's say, for example, sake it was 12%, and we decided we could for the period of time take it down to say 7%, give them a little bit of breathing room. And then once we knew we were in good shape, which actually wasn't very long frankly after that resume it back to that previous interest rate level. So that was -- that's kind of what it was. And again it's flexibility that we -- good news for us with our structure. We can do that.

Okay. And let me see. Just one last question maybe for Julia. Can you remind us when does your tax year end? What month do you guys use?

The tax year is the same as the fiscal year, so March.

March? Okay. And you told us what UTI is. Those are all my questions this morning. I very much appreciate your time.

Thanks, Mickey.

Thank you. At this time, I'd like to turn the floor back over to Mr. Gladstone for closing comments.

All right. We don't have any other questions for today. And we'll see you guys next time in probably January, end of January or beginning of February. Thank you all for tuning in and that's the end of this conference call.

Ladies and gentlemen, thank you for your participation. This concludes today's event. You may disconnect your lines at this time or log off the webcast and have a wonderful day.