XML 43 R22.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Commitments and Contingencies | 12 Months Ended
--- | ---
Dec. 31, 2023
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. A portion of these unfunded contractual commitments as of December 31, 2023 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 the financial condition or business outlook for the portfolio company. 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 December 31, 2023 and December 31, 2022, the Company had approximately $335.3 million and $628.9 million, respectively, of available unfunded commitments, including undrawn revolving facilities, which were available at the request of the portfolio company and unencumbered by future or unachieved milestones. In order to draw a portion of the Company's available unfunded commitments, a portfolio company must submit to the Company a formal funding request that complies with the applicable advance notice and other operational requirements. The amounts disclosed exclude unfunded commitments (i) for which, with respect to a portfolio company's agreement, a milestone was achieved after the last day on which the portfolio company could have requested a drawdown funding to be completed within the reporting period; and (ii) related to the portion of portfolio company investments assigned to or directly committed by the Adviser Funds as described in "Note -13 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 embedded in the borrowing agreements. As of December 31, 2023 and December 31, 2022, 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 |  | December 31, 2023 |  | December 31, 2022
Debt Investments: |  |  |  |
Thumbtack, Inc. |  | $ | 40,000 |  |  | $ | 40,000 |
Automation Anywhere, Inc. |  | 29,400 |  |  | 29,400 |
Checkr Group, Inc. |  | 23,625 |  |  | — |
Skydio, Inc. |  | 22,500 |  |  | 22,500 |
Tarsus Pharmaceuticals, Inc. |  | 20,625 |  |  | 10,313 |
Kura Oncology, Inc. |  | 19,250 |  |  | 8,250 |
Akero Therapeutics, Inc. |  | 15,000 |  |  | 5,000 |
Dragos |  | 13,000 |  |  | — |
Suzy, Inc. |  | 12,000 |  |  | — |
Tipalti Solutions Ltd. |  | 10,500 |  |  | — |
Main Street Rural, Inc. |  | 10,500 |  |  | — |
Next Insurance, Inc. |  | 10,000 |  |  | — |
Senseonics Holdings, Inc. |  | 8,750 |  |  | — |
Elation Health, Inc. |  | 7,500 |  |  | 7,500 |
Modern Life, Inc. |  | 6,500 |  |  | — |
Dronedeploy, Inc. |  | 6,250 |  |  | 12,500 |
Phathom Pharmaceuticals, Inc. |  | 6,120 |  |  | 66,500 |
Brain Corporation |  | 5,000 |  |  | 20,700 |
Heron Therapeutics, Inc. |  | 4,000 |  |  | — |
Leapwork ApS |  | 3,900 |  |  | — |
Saama Technologies, LLC |  | 3,875 |  |  | — |
Zimperium, Inc. |  | 3,727 |  |  | 1,088 |
Allvue Systems, LLC |  | 3,590 |  |  | — |
Babel Street |  | 3,375 |  |  | 3,375 |
Riviera Partners LLC |  | 3,000 |  |  | 3,500 |
Cutover, Inc. |  | 2,650 |  |  | 1,000 |
Plentific Ltd |  | 2,625 |  |  | — |
Zappi, Inc. |  | 2,571 |  |  | 2,571 |
Altumint, Inc. |  | 2,500 |  |  | — |
Loftware, Inc. |  | 2,277 |  |  | — |
Yipit, LLC |  | 2,250 |  |  | 2,250 |
Streamline Healthcare Solutions |  | 2,200 |  |  | — |
New Relic, Inc. |  | 2,176 |  |  | — |
Dashlane, Inc. |  | 2,137 |  |  | 10,000 |
Sumo Logic, Inc. |  | 2,000 |  |  | — |
(in thousands) |  | Unfunded Commitments (1) as of
Portfolio Company |  | December 31, 2023 |  | December 31, 2022
Annex Cloud |  | $ | 1,750 |  |  | $ | 386 |
Ceros, Inc. |  | 1,707 |  |  | 1,707 |
ThreatConnect, Inc. |  | 1,600 |  |  | 1,600 |
LogicSource |  | 1,209 |  |  | 1,209 |
3GTMS, LLC |  | 1,182 |  |  | — |
Ikon Science Limited |  | 1,050 |  |  | 1,050 |
LinenMaster, LLC |  | 1,000 |  |  | — |
Fortified Health Security |  | 840 |  |  | 840 |
Agilence, Inc. |  | 800 |  |  | 800 |
Omeda Holdings, LLC |  | 731 |  |  | 938 |
Flight Schedule Pro, LLC |  | 639 |  |  | 639 |
Dispatch Technologies, Inc. |  | 625 |  |  | 1,250 |
Constructor.io Corporation |  | 625 |  |  | 625 |
Enmark Systems, Inc. |  | 457 |  |  | 457 |
Alchemer LLC |  | 445 |  |  | 890 |
Cybermaxx Intermediate Holdings, Inc. |  | 390 |  |  | 390 |
ShadowDragon, LLC |  | 333 |  |  | 333 |
Cytracom Holdings LLC |  | 72 |  |  | 225 |
Provention Bio, Inc. |  | — |  |  | 40,000 |
Vida Health, Inc. |  | — |  |  | 40,000 |
Madrigal Pharmaceutical, Inc. |  | — |  |  | 34,000 |
Oak Street Health, Inc. |  | — |  |  | 33,750 |
HilleVax, Inc. |  | — |  |  | 28,000 |
Axsome Therapeutics, Inc. |  | — |  |  | 21,000 |
Replimune Group, Inc. |  | — |  |  | 20,700 |
Aryaka Networks, Inc. |  | — |  |  | 20,000 |
G1 Therapeutics, Inc. |  | — |  |  | 19,375 |
AppDirect, Inc. |  | — |  |  | 15,000 |
Alladapt Immunotherapeutics Inc. |  | — |  |  | 15,000 |
PathAI, Inc. |  | — |  |  | 12,000 |
Viridian Therapeutics, Inc. |  | — |  |  | 12,000 |
Alamar Biosciences, Inc. |  | — |  |  | 10,000 |
Fever Labs, Inc. |  | — |  |  | 8,333 |
Gritstone Bio, Inc. |  | — |  |  | 7,500 |
Nuvolo Technologies Corporation |  | — |  |  | 5,970 |
Signal Media Limited |  | — |  |  | 5,250 |
Fulfil Solutions, Inc. |  | — |  |  | 5,000 |
Demandbase, Inc. |  | — |  |  | 3,750 |
MacroFab, Inc. |  | — |  |  | 3,000 |
Khoros (p.k.a Lithium Technologies) |  | — |  |  | 1,812 |
RVShare, LLC |  | — |  |  | 1,500 |
Mobile Solutions Services |  | — |  |  | 495 |
Total Unfunded Debt Commitments: |  | 330,828 |  |  | 623,221 |
Investment Funds & Vehicles:(2) |  |  |  |
Forbion Growth Opportunities Fund II C.V. |  | 2,748 |  |  | 2,811 |
Forbion Growth Opportunities Fund I C.V. |  | 1,757 |  |  | 2,842 |
Total Unfunded Commitments in Investment Funds & Vehicles: |  | 4,505 |  |  | 5,653 |
Total Unfunded Commitments |  | $ | 335,333 |  |  | $ | 628,874 |
(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 $127.7 million and $173.5 million of unfunded commitments as of December 31, 2023, and December 31, 2022, respectively, to portfolio companies related to loans assigned to or directly committed by the Adviser Funds as described in "Note -13 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) | December 31, 2023 |  | December 31, 2022
Unfunded Debt Commitments: |  |  |
Expiring during: |  |  |
2023 | $ | — |  |  | $ | 461,296 |
2024 | 291,896 |  |  | 134,856 |
2025 | 3,004 |  |  | 720 |
2026 | 7,537 |  |  | 9,038 |
2027 | 14,078 |  |  | 15,171 |
2028 | 6,547 |  |  | 2,140 |
2029 | 3,590 |  |  | — |
2030 | 4,176 |  |  | — |
Total Unfunded Debt Commitments | 330,828 |  |  | 623,221 |
Unfunded Commitments in Investment Funds & Vehicles: |  |  |
Expiring during: |  |  |
2030 | 1,757 |  |  | 2,842 |
2032 | 2,748 |  |  | 2,811 |
Total Unfunded Commitments in Investment Funds & Vehicles | 4,505 |  |  | 5,653 |
Total Unfunded Commitments | $ | 335,333 |  |  | $ | 628,874 |
The following tables provide the Company’s contractual obligations as of December 31, 2023 and December 31, 2022:
As of December 31, 2023: |  | 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) |  | $ | 1,570,000 |  |  | $ | 105,000 |  |  | $ | 689,000 |  |  | $ | 411,000 |  |  | $ | 365,000 |
Lease and License Obligations (4) |  | 26,741 |  |  | 2,539 |  |  | 6,629 |  |  | 6,248 |  |  | 11,325 |
Total |  | $ | 1,596,741 |  |  | $ | 107,539 |  |  | $ | 695,629 |  |  | $ | 417,248 |  |  | $ | 376,325 |
As of December 31, 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 (5)(3) |  | $ | 1,594,000 |  |  | $ | — |  |  | $ | 382,000 |  |  | $ | 847,000 |  |  | $ | 365,000 |
Lease and License Obligations (4) |  | 8,641 |  |  | 2,723 |  |  | 2,259 |  |  | 2,452 |  |  | 1,207 |
Total |  | $ | 1,602,641 |  |  | $ | 2,723 |  |  | $ | 384,259 |  |  | $ | 849,452 |  |  | $ | 366,207 |
(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 December 31, 2023. There was also $94.0 million outstanding under the SMBC Facility and $61.0 million outstanding under the MUFG Bank Facility as of December 31, 2023. (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 $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 December 31, 2022. There was also $72.0 million outstanding under the SMBC Facility and $107.0 million outstanding under the MUFG Bank Facility as of December 31, 2022. Certain premises are leased or licensed under agreements which expire at various dates through July 2034. Total rent expense, including short-term leases, amounted to approximately $3.4 million, $3.2 million, and $3.1 million, during the years ended December 31, 2023, 2022, and 2021, 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 December 31, 2023 and 2022:
(in thousands) | Year Ended December 31, 2023 |  | Year Ended December 31, 2022
Total operating lease cost | $ | 2,382 |  |  | $ | 2,928 |
Cash paid for amounts included in the measurement of lease liabilities | $ | 2,499 |  |  | $ | 3,064 |
| As of December 31, 2023 |  | As of December 31, 2022
Weighted-average remaining lease term (in years) | 8.68 |  | 5.48
Weighted-average discount rate | 6.79 | % |  | 5.37 | %
The following table shows future minimum lease payments under the Company’s operating leases and a reconciliation to the operating lease liability as of December 31, 2023:
(in thousands) | As of December 31, 2023
2024 | $ | 1,894 |
2025 | 3,267 |
2026 | 3,362 |
Thereafter | 17,573 |
Total lease payments | 26,096 |
Less: imputed interest & other items | (20,901) |
Total operating lease liability | $ | 5,195 |
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.

X
- References No definition available. + Details
Name: | us-gaap_CommitmentsAndContingenciesDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for commitments and contingencies. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 450 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//450/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 954 -SubTopic 440 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480327/954-440-50-1 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 440 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482648/440-10-50-4 Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 440 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//440/tableOfContent + Details
Name: | us-gaap_CommitmentsAndContingenciesDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration