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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2022
Commitments And Contingencies Disclosure [Abstract] |
Commitments and Contingencies | 11. Commitments and Contingencies The Company’s commitments and contingencies consist primarily of unfunded commitments to extend credit in the form of loans to the Company’s portfolio companies. As of September 30, 2022, a portion of these unfunded contractual commitments are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, the Company’s credit agreements with its portfolio companies generally contain customary lending provisions which allow the Company relief from funding obligations for previously made unfunded commitments in instances where the underlying portfolio company experiences materially adverse events that affect its financial condition or business outlook. Since a portion of these commitments may expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements. As such, the Company’s disclosure of unfunded contractual commitments includes only those which are available at the request of the portfolio company and unencumbered by future or unachieved milestones. As of September 30, 2022, and December 31, 2021, the Company had approximately $659.0 million and $286.8 million, respectively, of unfunded commitments, including undrawn revolving facilities, which were available at the request of the portfolio company and unencumbered by future or unachieved milestones. These amounts also exclude unfunded commitments related to the portion of portfolio company investments assigned to or directly committed by the Adviser Funds as described in "Note -12 Related Party Transactions". The fair value of the Company’s unfunded commitments is considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to market indices and given the existence of milestones, conditions and/or obligations imbedded in the borrowing agreements. As of September 30, 2022, and December 31, 2021, the Company’s unfunded contractual commitments available at the request of the portfolio company, including undrawn revolving facilities, and unencumbered by milestones were as follows:
(in thousands) |  | Unfunded Commitments (1) as of |
Portfolio Company |  | September 30, 2022 |  |  | December 31, 2021 |
Debt Investments: |  |  |  |  |  |
Phathom Pharmaceuticals, Inc. |  | $ | 66,500 |  |  | $ | 43,250 |
Oak Street Health, Inc. |  |  | 44,250 |  |  |  | — |
Axsome Therapeutics, Inc. |  |  | 42,000 |  |  |  | — |
Thumbtack, Inc. |  |  | 40,000 |  |  |  | — |
Vida Health |  |  | 40,000 |  |  |  | — |
Skydio, Inc. |  |  | 37,500 |  |  |  | 37,500 |
HilleVax, Inc. |  |  | 36,000 |  |  |  | — |
Automation Anywhere, Inc. |  |  | 29,400 |  |  |  | — |
Iveric Bio Gene Therapy LLC |  |  | 24,750 |  |  |  | — |
Brain Corporation |  |  | 20,020 |  |  |  | 20,000 |
Aryaka Networks, Inc. |  |  | 20,000 |  |  |  | — |
Finch Therapeutics Group, Inc. |  |  | 20,000 |  |  |  | — |
G1 Therapeutics, Inc. |  |  | 19,375 |  |  |  | 19,375 |
Tarsus Pharmaceuticals, Inc. |  |  | 18,563 |  |  |  | — |
Locus Robotics Corporation |  |  | 18,281 |  |  |  | — |
Alladapt Immunotherapeutics Inc. |  |  | 15,000 |  |  |  | — |
ATAI Life Sciences N.V. |  |  | 14,000 |  |  |  | — |
Dronedeploy, Inc. |  |  | 12,500 |  |  |  | — |
Carbon Health Technologies, Inc. |  |  | 11,625 |  |  |  | 11,625 |
Nuvolo Technologies Corporation |  |  | 10,200 |  |  |  | — |
AppDirect, Inc. |  |  | 10,000 |  |  |  | — |
Blue Sprig Pediatrics, Inc. |  |  | 10,000 |  |  |  | 30,000 |
Dashlane, Inc. |  |  | 10,000 |  |  |  | 19,300 |
RVShare, LLC |  |  | 8,500 |  |  |  | 13,500 |
Viridian Therapeutics, Inc. |  |  | 8,000 |  |  |  | — |
Elation Health, Inc. |  |  | 7,500 |  |  |  | — |
Gritstone Bio, Inc. |  |  | 7,500 |  |  |  | — |
Ouster, Inc. |  |  | 7,000 |  |  |  | — |
Akero Therapeutics, Inc. |  |  | 5,000 |  |  |  | — |
Alamar Biosciences, Inc. |  |  | 5,000 |  |  |  | — |
Fulfil Solutions, Inc. |  |  | 5,000 |  |  |  | — |
Demandbase, Inc. |  |  | 3,750 |  |  |  | 9,375 |
Signal Media Limited |  |  | 3,750 |  |  |  | — |
Riviera Partners LLC |  |  | 3,500 |  |  |  | — |
Yipit, LLC |  |  | 2,250 |  |  |  | 2,250 |
Khoros (p.k.a Lithium Technologies) |  |  | 1,812 |  |  |  | 1,812 |
Ceros, Inc. |  |  | 1,707 |  |  |  | 3,845 |
ThreatConnect, Inc. |  |  | 1,600 |  |  |  | 1,600 |
Dispatch Technologies, Inc. |  |  | 1,250 |  |  |  | — |
LogicSource |  |  | 1,209 |  |  |  | — |
Zimperium, Inc. |  |  | 1,088 |  |  |  | — |
Ikon Science Limited |  |  | 1,050 |  |  |  | 1,050 |
Omeda Holdings, LLC |  |  | 938 |  |  |  | — |
Alchemer LLC |  |  | 890 |  |  |  | — |
Agilence, Inc. |  |  | 800 |  |  |  | 800 |
Mobile Solutions Services |  |  | 742 |  |  |  | 424 |
3GTMS, LLC |  |  | 725 |  |  |  | 1,583 |
Constructor.io Corporation |  |  | 625 |  |  |  | — |
Cybermaxx Intermediate Holdings, Inc. |  |  | 471 |  |  |  | 471 |
Enmark Systems, Inc. |  |  | 457 |  |  |  | 457 |
Annex Cloud |  |  | 386 |  |  |  | — |
Gryphon Networks Corp. |  |  | 268 |  |  |  | 268 |
Cytracom Holdings LLC |  |  | 225 |  |  |  | 225 |
Syndax Pharmaceutics Inc. |  |  | — |  |  |  | 30,000 |
Equality Health, LLC |  |  | — |  |  |  | 17,500 |
Bicycle Therapeutics PLC |  |  | — |  |  |  | 10,000 |
Better Therapeutics, Inc. |  |  | — |  |  |  | 4,000 |
Logicworks |  |  | — |  |  |  | 2,000 |
ShadowDragon, LLC |  |  | — |  |  |  | 333 |
ePayPolicy Holdings, LLC |  |  | — |  |  |  | 250 |
Pineapple Energy LLC |  |  | — |  |  |  | 120 |
Total Unfunded Debt Commitments: |  |  | 652,957 |  |  |  | 282,913 |
Investment Funds & Vehicles:(2) |  |  |  |  |  |
Forbion Growth Opportunities Fund I C.V. |  |  | 3,187 |  |  |  | 3,839 |
Forbion Growth Opportunities Fund II C.V. |  |  | 2,826 |  |  |  | — |
Total Unfunded Commitments in Investment Funds & Vehicles: |  |  | 6,013 |  |  |  | 3,839 |
Total Unfunded Commitments |  | $ | 658,970 |  |  | $ | 286,752 |
(1) For debt investments, amounts represent unfunded commitments, including undrawn revolving facilities, which are available at the request of the portfolio company. Amount excludes unfunded commitments which are unavailable due to the borrower having not met certain milestones. These amounts also exclude $203.2 million and $34.9 million of unfunded commitments as of September 30, 2022, and December 31, 2021, respectively, to portfolio companies related to loans assigned to or directly committed by the Adviser Funds as described in "Note -12 Related Party Transactions". (2) For investment funds and vehicles, the amount represents uncalled capital commitments in private equity funds. The following table provides additional information on the Company’s unencumbered unfunded commitments regarding milestones, expirations and type:
(in thousands) |  | September 30, 2022 |  |  | December 31, 2021 |
Unfunded Debt Commitments: |  |  |  |  |  |
Expiring during: |  |  |  |  |  |
2022 |  | $ | 198,281 |  |  | $ | 199,681 |
2023 |  |  | 312,457 |  |  |  | 43,675 |
2024 |  |  | 121,586 |  |  |  | 25,800 |
2025 |  |  | 1,694 |  |  |  | 2,232 |
2026 |  |  | 9,053 |  |  |  | 11,525 |
2027 |  |  | 7,745 |  |  |  | — |
2028 |  |  | 2,141 |  |  |  | — |
Total Unfunded Debt Commitments |  |  | 652,957 |  |  |  | 282,913 |
Unfunded Commitments in Investment Funds & Vehicles: |  |  |  |  |  |
Expiring during: |  |  |  |  |  |
2030 |  |  | 3,187 |  |  |  | 3,839 |
2032 |  |  | 2,826 |  |  |  | — |
Total Unfunded Commitments in Investment Funds & Vehicles |  |  | 6,013 |  |  |  | 3,839 |
Total Unfunded Commitments |  | $ | 658,970 |  |  | $ | 286,752 |
The following tables provide the Company’s contractual obligations as of September 30, 2022 and December 31, 2021:
As of September 30, 2022: |  | Payments due by period (in thousands) |
Contractual Obligations (1) |  | Total |  |  | Less than 1 year |  |  | 1 - 3 years |  |  | 3 - 5 years |  |  | After 5 years |
Debt (2)(3) |  | $ | 1,542,000 |  |  | $ | — |  |  | $ | 377,000 |  |  | $ | 800,000 |  |  | $ | 365,000 |
Lease and License Obligations (4) |  |  | 6,821 |  |  |  | 3,060 |  |  |  | 1,908 |  |  |  | 1,853 |  |  |  | — |
Total |  | $ | 1,548,821 |  |  | $ | 3,060 |  |  | $ | 378,908 |  |  | $ | 801,853 |  |  | $ | 365,000 |
As of December 31, 2021: |  | Payments due by period (in thousands) |
Contractual Obligations (1) |  | Total |  |  | Less than 1 year |  |  | 1 - 3 years |  |  | 3 - 5 years |  |  | After 5 years |
Debt (5)(3) |  | $ | 1,250,425 |  |  | $ | 380,000 |  |  | $ | 105,000 |  |  | $ | 574,925 |  |  | $ | 190,500 |
Lease and License Obligations (4) |  |  | 8,283 |  |  |  | 3,120 |  |  |  | 2,958 |  |  |  | 1,427 |  |  |  | 778 |
Total |  | $ | 1,258,708 |  |  | $ | 383,120 |  |  | $ | 107,958 |  |  | $ | 576,352 |  |  | $ | 191,278 |
(1) Excludes commitments to extend credit to the Company’s portfolio companies and uncalled capital commitments in investment funds. (2) Includes $175.0 million in principal outstanding under the SBA Debentures, $105.0 million of the July 2024 Notes, $50.0 million of the February 2025 Notes, $70.0 million of the June 2025 Notes, $50.0 million of the June 2025 3-Year Notes, $50.0 million of the March 2026 A Notes, $50.0 million of the March 2026 B Notes, $150.0 million of the 2031 Asset-Backed Notes, $40.0 million of the 2033 Notes, $325.0 million of the September 2026 Notes and $350.0 million of the January 2027 Notes as of September 30, 2022. There was also $25.0 million outstanding under the SMBC Facility and $102.0 million outstanding under the MUFG Bank Facility as of September 30, 2022. (3) Amounts represent future principal repayments and not the carrying value of each liability. See “Note 5 – Debt”. (4) Facility leases and licenses including short-term leases. (5) Includes $150.5 million in principal outstanding under the SBA Debentures, $150.0 million of the 2022 Notes, $105.0 million of the July 2024 Notes, $50.0 million of the February 2025 Notes, $70.0 million of the June 2025 Notes, $50.0 million of the March 2026 A Notes, $50.0 million of the March 2026 B Notes, $40.0 million of the 2033 Notes, $325.0 million of the September 2026 Notes, and $230.0 million of the 2022 Convertible Notes as of December 31, 2021. There was also $29.9 million outstanding under the SMBC Facility and no amounts outstanding under the Union Facility as of December 31, 2021. Certain premises are leased or licensed under agreements which expire at various dates through December 2028. For the three and nine months ended September 30, 2022, total rent expense, including short-term leases, amounted to approximately $0.8 million and $2.4 million, respectively. For the three and nine months ended September 30, 2021, total rent expense, including short-term leases, amounted to approximately $0.8 million and $2.4 million, respectively. The Company recognizes an operating lease liability and a ROU asset for all leases, with the exception of short-term leases. The lease payments on short-term leases are recognized as rent expense on a straight-line basis. The discount rate applied to measure each ROU asset and lease liability is based on the Company’s incremental weighted average cost of debt. The Company considers the general economic environment and its credit rating and factors in various financing and asset specific adjustments to ensure the discount rate applied is appropriate to the intended use of the underlying lease. While some of the leases contained options to extend and terminate, it is not reasonably certain that either option will be utilized and therefore, only the payments in the initial term of the leases were included in the lease liability and ROU asset. The following table sets forth information related to the measurement of the Company’s operating lease liabilities and supplemental cash flow information related to operating leases as of September 30, 2022, and 2021:
(in thousands) |  | Three Months Ended September 30, 2022 |  |  | Three Months Ended September 30, 2021 |  |  | Nine Months Ended September 30, 2022 |  |  | Nine Months Ended September 30, 2021 |
Total operating lease cost |  | $ | 744 |  |  | $ | 724 |  |  | $ | 2,185 |  |  | $ | 2,196 |
Cash paid for amounts included in the measurement of lease liabilities |  | $ | 642 |  |  | $ | 578 |  |  | $ | 2,411 |  |  | $ | 1,733 |
|  | As of September 30, 2022 |  |  | As of September 30, 2021 |
Weighted-average remaining lease term (in years) |  |  | 4.17 |  |  |  | 4.37 |
Weighted-average discount rate |  |  | 4.53 | % |  |  | 4.87 | %
The following table shows future minimum lease payments under the Company’s operating leases and a reconciliation to the operating lease liability as of September 30, 2022:
(in thousands) |  | As of September 30, 2022 |
2022 |  | $ | 652 |
2023 |  |  | 2,500 |
2024 |  |  | 848 |
2025 |  |  | 887 |
Thereafter |  |  | 1,804 |
Total lease payments |  |  | 6,691 |
Less: imputed interest |  |  | (599 | )
Total operating lease liability |  | $ | 6,092 |
The Company may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect the Company’s financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.

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