Good day, ladies and gentlemen, and welcome to the Gladstone Investment Corporation's Third Quarter Ended 12/31/15 Earnings Call and Webcast. [Operator Instructions] I would now like to introduce your first speaker for today, David Gladstone. You have the floor, sir.

All right. Hello out there, and good morning. This is David Gladstone, and this is the quarterly earnings conference call for shareholders and analysts of Gladstone Investment. NASDAQ stock trading symbol is GAIN. We have 3 preferred stocks: GAINO; one that ends in P; and one that ends in N as well, so you've got different ways to invest in our company. Thank you all for calling in. We're always happy to talk to our loyal shareholders and potential shareholders. We'd like to give you an update on the company and on the investments that we've made, and we'd like to give you a view of the business environment that we find ourselves in. We all wish we could do this more often, try to do this with some of the press releases, and it's always nice to have a chance to talk with you guys. Also, an invitation is always open here to visit our offices in McLean, Virginia, which is located outside of Washington, D.C. So if you're in the area, stop by, say hello. You'll see some of the team here. We have about 60 people or so. I think we have the finest team in the business. And now we'll hear from the General Counsel and Secretary, Michael LiCalsi. And Michael is also the President of Gladstone Administration, which serves as the administrator to all the Gladstone funds and related companies. He'll make a statement about forward-looking statements. Michael?

Good morning, everyone. This conference call may include statements that may constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, including statements with regard to the future performance of this company. And these forward-looking statements inherently involve certain risks and uncertainties and other factors, even though they're based on our current plans, which we believe to be reasonable and many of these forward-looking statements can be identified by the use of words such as anticipates, believes, expects, intends, will, should, may and similar expressions. There are many factors that may cause our actual results to be materially different from any future results that are expressed or implied by these forward-looking statements, including information listed under the caption Risk Factors in this Form 10-Q filing and our Form 10-K filing and our registration statement as well as we file with the Securities and Exchange Commission, all of which can be found on our website, www.gladstoneinvestment.com; or the SEC's website, www.sec.gov. And the company undertakes no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise after the date of this conference call, except as required by law. And please also note that past performance or market information is not a guarantee of any future results. Please take the opportunity to visit our website, gladstoneinvestment.com, and sign up for our e-mail notification service. You can also find us on Facebook, keyword: The Gladstone Companies; and on Twitter, @GladstoneComps. The call today will be an overview of our results through December 31, 2015. So for a more detailed information, I'll direct you to our press release issued yesterday and also to review our Form 10-Q for the quarter ended December 31, 2015, that we filed yesterday with the SEC. And you can access the press release and 10-Q on our website, www.gladstoneinvestment.com. Now let's turn the program over to David Dullum, President of Gladstone Investment. He'll give you an update on the fund's performance and outlook.

Well, thanks, Mike, and good morning, everyone. Usually, I try to take just a few minutes and refresh our thinking and memory on what the business objectives of Gladstone Investment is. And we are a publicly traded fund, which is focused on buying U.S. businesses with annual sales between $20 million and $100 million. The funding structure we use in these buyouts usually consists of secured first/second lien debt in a combination with a direct and significant equity investment in the particular company that we're buying. So this combination of debt and equity does produce a mix of assets, such that the debt portion of the investments provides income, which pays and grow our monthly distributions, while we obviously look to the equity portion to increase in value and, therefore, provide capital gains over time. So -- and I'll briefly touch on how are we different from other BDCs. Of course, there are a number out there, and we're one of a number. And I'd like to always share that we take significant equity positions in the companies that we invest in, and that really differentiates us from virtually all the other public BDCs that are predominantly debt-focused and generally referred to as credit-oriented BDCs. So for instance, the proportion of equity to debt for the investments in our portfolio is approximately 25% to 75%, whereas most of the BDCs, you'll find their portfolios are closer to, say, 10% to 90% of the proportion of equity to debt. And then relative to, say, other private equity funds, as we think of ourselves as private equity investors, is that they generally are 10-year term private partnerships with a long-term liquidity horizon for the investors. And of course, we differ that, as a publicly traded entity, our structure will allow for daily…

Thanks, Dave, and good morning, everyone. As Dave just discussed, the fund had another strong quarter. So this quarter's originations, together with highly successful originations over the past 12 months or so, we generated over $12 million in total investment income. From a balance sheet perspective, we had over $491 million in assets consisting of $471.7 million of investments at fair value, $5.6 million in cash and cash equivalents and nearly $14 million in other assets. Our portfolio's approximate allocation was $371 million in debt securities and $149 million in equity securities or a 71% to 29% debt-to-equity allocation at cost. Our liabilities and equity consisted of $89.2 million in borrowings outstanding in our line of credit, $171.7 million in term preferred stock, $18.4 million in other liabilities and over $262 million in equity. Our net asset value was $8.66 per share, down from -- down $0.39 from September 30, which is primarily a result of net unrealized depreciation of $8.8 million and a net realized loss of $2.1 million this quarter related to the restructures that Dave previously discussed. Consistent with the previous 3 quarters, we continued to use an external third-party valuation specialist to provide additional data points regarding market comparables and other information related to certain of our more significant equity investments. We will continue this practice and plan to generally update this externally provided data on an annual basis for all of our significant equity investments. Moving over to the income statement for the December quarter end. Total investment income was $12.1 million versus $13.7 million in the prior quarter. Total expenses net of credits were $7.4 million versus $7.7 million in the prior quarter, leaving net investment income of $4.6 million versus $6 million in the prior quarter. The decrease in total and net investment…

Okay. Those were all great reports from Julia, Dave and Michael and during the past quarter, we were able to report some of the great accomplishments, such as good originations and successful exiting one of the portfolio companies that are in extremely strong return. Let's -- and just to let you know, we have other portfolio companies that, on the path, don't know when or why or where it will happen, but sale of 1 or more, may happen during the next 90 or 120 days, who knows? But we're also looking at 1 company trying to go public when the marketplace gets better. There is just lots of activity in the portfolio to say. Just to recap the December quarter, the team closed a new investment of nearly $19 million, exited 1 investment with a result of $17 million in realized gains in addition to about $300,000 in other income and restructured 2 of the countries that have gone through a lot of problems in the past and hopefully enable them to improve their performance is -- as expected, and we had hoped that somewhere down the road, we'd get a capital gain out of that since we've written down and off. We believe we can continue this success going forward in the fourth quarter of fiscal year ending March 31, 2016. However, it's our opinion that we may be entering a recession now, and we need to be very, very cautious and make sure new investments can weather the storm and help out any of our existing investments. We did a good job the last time that happened and I think, we can do a good job again this time. While we continue to monitor the economy, we don't see anything on the horizon that indicates a strong…

$0.06.

$0.06, yes. And so for the months ending January through March 2016, that's a run rate of about $0.75 per share per year. This nice 4% increase, hopefully, we can do something for you in 2017 as well. That's the March 31, 2017 year. Through the date of this call, we've made 127 sequential monthly cash distributions on our common stock, and additionally, we made special distributions along the way. A year ago, it was -- the stock price was about the same amount as it is today. It's about $7.24. So we've not gotten any benefit there. And that's a yield of 10.3%, so it's a very, very strong yield on the stock. We do have 3 preferred stocks, a Series A, B and a C. They're all trading at about 7% yield, so there's another way to be an investor in our company by buying our preferred stock. We like to use preferred stock rather than debt. We think it's better for our shareholders to have preferred stock rather than have additional debt on the balance sheet, even though on the balance sheet, we count the preferred stock as if it is debt. In summary, the company looks very strong, its attractive investment for investors seeking continuous monthly distributions. We expect a good quarter for March 31, 2016, and that'll be our year end as well. Hope we'll continue to show you some strong returns on your investment in our fund. Now let's stop and Andrew, if you'll come on, and we'll have some questions from our analysts and some loyal shareholders out there.

[Operator Instructions] Our first question comes from the line of Kyle Joseph from Jefferies.

I was just -- I wanted to get a little bit more into the portfolio and was hoping that you guys could talk a little bit about how companies, maybe even excluding energy, just what sort of revenue growth and EBITDA growth trends you guys are seeing there? And how that compares to recent quarters?

Yes. Kyle, good talking to you again. This is Dave. I'd say, across the portfolio, it's fairly stable. As you know, as I always say, quarter-to-quarter, especially in our companies, if you had a run rate of, say, $4 million to $6 million of EBITDA, which is generally where our companies tend to be, $200,000 or $300,000 bps in the quarter is a result of either incremental spending for -- putting in a new ERP system, which we -- those are the kind of things I can get into more detail than you might want, but we generally -- to have to do once we've made an acquisition or along the way. So -- and that, obviously, can then have an impact on, if you will, the value, because multiplied by some multiple such as 5, 6, 7x, obviously, has an impact. So -- but given that, I'd say, yes, actually, it's not -- I'm not seeing any real negative trends, necessarily. Obviously, there's some other companies that, even though peripherally, for whatever reason, geographically, they may be around, I don't say, the energy sector, and then 1 or 2 that is kind of, let's say, it's peripheral, you see a bit of moderation on the EBITDA there. But obviously, we work with all of those companies, and the companies are all making the adjustments necessary. But otherwise, I would say, a fairly -- I don't want to say stable, but yes, I'd say fairly stable across the portfolio. Does that help?

Yes. That's very helpful. That's great color. And then going back, obviously, we've seen a little more broader market volatility. Just looking -- I know you guys mentioned that it's still a seller's market, but are you seeing any of the bottom market volatility impact lower middle market prices on companies? And I guess...

Yes. I think I would say a little bit. I still think, to be honest, and again, this is just based on us from the buy side and deals that we're looking at and things that we either are interested perhaps in putting a bidding on but decide either not to because we know we're not going to get there. We've certainly had, I would say, a small handful where we've had interest, and we might go in at, say, 6x multiple or we think is where it makes sense for the company and find that -- we didn't even get a meeting with management because there's still deals being done at 7 or 7-plus. Again, that's a broad statement. So I would say, right now, it is still a fairly strong market, and we're kind of seeing that a little bit frankly from the sell side also where, as mentioned, I think, both by myself and David Gladstone, a couple of things we are looking at on the potential exit side. So we're kind of in the market there and seeing really good strong interest in that same regard. I mean, these are -- for companies, obviously, that have reasonably decent and fairly consistent EBITDA and with no big blips down. So I'd say it's still a fairly good seller's market.

Kyle, as you know, the syndicated loan marketplace has gone berserk, and it's -- there's not a lot of money out there now. And it's crimped the style of some of the buyout companies, of their inability to syndicate those debt pieces. That has come down to this marketplace as well in the sense that banks have an overarching desire to stay out of smaller areas as well as they won't lend as much as they did before. That's been very helpful to us because when we step in, we provide equity and the debt. So we're able to show a smaller buyout fund, that they can close on a transaction by dealing with us. So I think we'll see more opportunity from that perspective. But you're right, the market volatility is kind of insane right now.

Okay. And apologize -- or apologies I had to hop for a quick second, but can you talk about which 2 investments you restructured in the quarter, and what specifically drove that in the quarter?

Sure. Yes. The 2, one is called TREAD, which has been in the portfolio for many years. It's a company that manufactures trucks and vehicles and so on that goes to the mining industry, generally, for carrying explosives, et cetera, explosive materials and so on. That's one that we've been -- we worked with carefully and have for a number of years. We had new management installed a couple of years ago now. We had to clean up some other things. And so we've really brought it around to the point now where we feel good about the management team. They're starting to make some progress. Of course, the mining industry is still somewhat struggling both domestically and internationally, and they do sell fair amount of their products overseas. So it -- but there's some stability in the company right now. We've actually seen an improvement in the EBITDA and the actual cash flow from the company. So we took the opportunity to really provide a better capital structure for the company going forward. And that was one, by the way, that's the one that we referred to that was on nonaccruals. So in this regard, it gave us the opportunity, again, to rightsize the capital structure. As I said, in the call earlier, it's not a company that we're -- we've written off or et cetera, we have essentially, again, then the restructure allowed that to take place. And the way we did it, allowed for an actual realized loss, which has some obvious benefits otherwise. The other company is Galaxy Tool, which, again, was one that we've had in the portfolio for a number of years. Frankly, that's had a bit of, I'd call it, up and down when talking about volatility, in part because they are actually a really well-positioned company that is in the manufacturing of tooling and dies that mainly go to the aerospace industry. And we again had issues around management. We made cleanups there over the last 1.5 years, have an extremely talented group in there currently, made some major cuts, did some things that are important, and they're all, so to speak, dressed up, ready to go to the dance. And with quality machinery that's really critical in that industry right now, the demand side with some of the growth going on obviously on the larger commercial aircraft, et cetera, so they provide, if you will, tooling that goes to some of the suppliers, to the manufacturers of these aircraft. So again, it was an opportunity to rightsize, give the proper incentives to management by doing it the way we did it. And that is one that has been paying interest on some of the debt and with the restructuring would anticipate continuing to at least get interest payments on a portion of debt in the restructure. So that's probably a longer answer than you wanted, but those are the 2.

Our next question comes from the line of Mickey Schleien from Ladenburg.

Most of my questions were answered, but just curious, in relation to Funko, you recorded a pretty large payable for a tax liability. Just curious when that actually will have to be paid in cash?

Okay. Julia?

Mickey, this is Julia. It'll be paid in within the next 3 months.

Okay. And my other question is related to TREAD. I understand the restructuring, but it's still a nonaccrual, if I'm not mistaken. So can you just help me reconcile that?

Yes. As I mentioned, Mickey, in the call, it is the only company that yes, is currently on nonaccrual. The restructuring, what we did was, as I mentioned briefly and I don't want to give too much detail, but we were able to take some of what as our debt, senior debt we had with the company down into a preferred layer and what have you, more in the equity column. So we currently have, and we'll show on our SOI going forward, a revolving line of credit to the company, which I don't want to say right now it's going to come off of nonaccrual, but we -- as we move forward and continuing with the company the way it looks headed, there is a possibility that we might actually have it off of nonaccruals and starting in -- receiving interest on that one.

So Dave, I'm just a little confused. If you went through the effort of restructuring it, but it's still on nonaccrual, that implies that you don't believe, at least as of December 31, that you could collect the interest. So what's happening in January and February that changes that scenario?

Well, first of all, we -- it's -- as I said, I don't want to go into a lot of detail here on this call, but it's possible the way we've restructured it that they could indeed pay. But one of the things we have to look at also is some other GAAP-related issues in the way in which we might treat, call it, income coming in from that, whether it runs to actually a repayment, if you will, of the principal versus actually, income. So the other thing we want to be sensitive to, is the fact that the cash flow from the business, we want to be sure -- having restructured, gotten them on the right path with the things they're doing currently that we also -- allow the company to have the access to the capital and the cash it needs to go forward. So I don't think it's at odds. Really, again, restructuring simply meaning that we were able to take what was a portion of the debt, so to speak, that clearly was on nonaccruals, be able to bring it down into a preferred category of investment, it will also help to enhance the ability for the right types of incentive comp for the management team, which is important, and the retain -- remaining level of debt that we have, as I say, the revolver. And over time, certainly, would anticipate and hope that, that would, actually, as they pay interest on that would then come off of nonaccrual.

While we have it on nonaccrual, this is a revolving line, and we have money going back and forth from us. At this point in time, due to the accounting rules, it's really hard to structure something and turn it back on to accrual until you've demonstrated the ability to pay for some period of time. So we're just waiting for that time to pass and for the company to continue to make payments back and forth with us, putting up money when they need it and then getting paid back from time to time. And I don't know how long that time period is because there's no mechanism that says under the accounting rule, if you're good for 6 months or 3 months that you can turn it back on. But my guess is it'll be turned on within the next 6 to 9 months.

Our next question comes from the line of Mitchel Penn from Janney Capital Markets.

Can you guys give us some comments around Diligent? Given that they're in Houston, sort of around the EBITDA trends and any comments around the economy in Houston?

Mitch, actually, the Diligent is a logistics business and based in Houston, as you say. And that investment, of course, as you recall, came about as a result of it acquiring our company, called NDLI, originally, Noble Logistics. So what we're actually finding -- and Diligent, which we now mainly only have an investment in debt in the company, we do have warrants for equity, that is very much consistently paying on its interest and actually, the EBITDA, since the acquisition of our company and the combination, is quite strong and growing. So don't know if it -- what it says about the economy in Houston. It's clearly not directly related, I would say, not related to necessarily oil and gas, as an example, because they do things with the automotive industry, supplying dealers, et cetera, with parts. And also, there's a portion of it that is still, as a result, actually, of all the acquisition from us, that's in the pharmaceutical area. So it's a fairly broad base of same-day-delivery-type activity and services.

And Mitch, they're not just in Houston. They're in a number of cities outside of Houston. So I think we're not dependent on the Houston marketplace for this company to be successful.

Okay, great. And one last question. On Galaxy and TREAD, it sounded like you guys, the actions you took were sort of in concert with the gain on Funko. You're trying to sort of optimize taxes for shareholders. Is that fair?

We're always working for our shareholders, Mitch. And the idea of having a big gain and being able to offset the gain with some losses, that probably we're a little overdue in taking, anyway, was a very nice opportunity to keep all of that capital gain inside the company, tax-free and turn that money into interest-bearing funds for our shareholders.

Our next question comes from the line of Mark Farone [ph] from -- and he is a private investor.

I just wanted to comment that I think the overall leadership that's going on at the Gladstone Group has been very impressive. And I just wanted to ask, how secure, going forward, the dividend that's been paid to the investors is, in light of all the other dividends in many of the stocks have been cut?

As you know, this company only had a problem during the recession in '09, and that was because our bank, Deutsche Bank, refused to renew our line of credit even though we'd been given signals that they were going to do it. And we had to sell some assets. And of course, when you sell assets that are income producing, it lowers your ability to pay your dividend. So we -- that was when we cut the dividend. Now we have a great portfolio, and it's well diversified. And we're getting good income off of the portfolio, so no problems on that side. We do now have a very widespread group of banks that have been very supportive. And in fact, KeyBanc, who's the lead, was not our lead when Deutsche Bank decided to exit, and they stepped up and they did what they could, at the time, they weren't big enough or strong enough to take on the entire Deutsche Bank transaction. But now we have a group of banks. We think they're well satisfied with us, and we feel comfortable that we're not going to have a banking problem. So I would say from a perspective that we are strong and ready to go into a recession and handle it with -- well, it's always difficult in a recession, but I don't think we're going to have a problem in a recession. I just want to warn you, there is no guarantees in life. And right now, we feel very comfortable in meeting the dividend.

Our next question comes from the line of Jeremy Roane from Hilliard Lyons.

I was wondering if you could give -- you mentioned that there could be some asset sales over the next couple of quarters. Could you give us a little bit of color on the magnitude, of the size of those deals and also the timing?

Jeremy, we really can't. We've -- we have 2 of the companies that actually have been in construction of a deal, and I just don't know. Sometimes we get going in these things and all of a sudden we can't get to the price we want, so we back off. And if you remember, last year at this time, I started talking about Funko, not in name but mentioning it and -- like it was going to happen, and 6 months later, it finally, happened. And I felt an embarrassment of continuing to mention that when -- these things really take their own path to success. I think both of them will be successful, but it's going to be a while before we can give any kind of indication and we never give out their names. So I'm sorry, I can't really give you much about either the amount or the names.

Okay. That's okay. Maybe kind of as it relates to that, can you talk about how you guys are expecting to do your financing over the next few quarters or perhaps the next year?

A number of opportunities, obviously, in terms of trying to raise additional capital. We can raise a little bit of preferred. We will look at any way of doing it, but right now, trying to raise money at the stock price that we have is very difficult. So raising common stock looks like it's not a good way to do it. We've got plenty of room under our line of credit, even though we do transactions that have lots of leverage, have been very averse to having a lot of leverage, especially in volatile times like there is today. So we'll just have to see. I can't give you a good answer to that. If all the stock analysts on the call would just put out a buy order on our stock and get it up to around $10 a share, we'd feel a lot better about raising equity.

Okay. That's helpful. And then just one last question, please? Could you give us an indication of whether net investment income will be covered this coming quarter or -- I'm sorry, whether the dividend will be covered by net investment income and kind of how you expect to do that, I guess by waiving certain fees or what not?

Well, we've always waived fees in terms of making sure that there is money available for the payment of the dividend. The dividend was impacted this time by the write-offs that we did. As mentioned before, when we were talking with Mitch, the idea was that at the end of the day, we were using some accounting conventions in order to offset the capital gains. I think we're in a strong position to cover it for the next quarter. There are no guarantees. We could have some kind of a loss in there, but I feel pretty strong about it right now.

[Operator Instructions] And it looks like that's all the questioners that we have for today. So I'd like to turn the call back over to David Gladstone for closing remarks.

All right. Thank you all for calling in. We'll see you again in a quarter, and it'll be our year end next time, so we'll be a little bit later than we normally are with these quarterly calls, mainly because the audit takes a little extra time for year end. Thank you all, and that's the end of the call.

Ladies and gentlemen, thank you again for your participation in today's conference. This now concludes the program, and you may all disconnect your telephone lines at this time. Everyone, have a great day.