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Fair Value Measurements
9 Months Ended
Sep. 30, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 4. Fair Value Measurements

Investments

The Board has established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring basis in accordance with ASC Topic 820 and consistent with the requirements of the 1940 Act. Fair value is the price, determined at the measurement date, that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available or reliable, valuation techniques described below are applied. Under ASC Topic 820, portfolio investments recorded at fair value in the consolidated financial statements are classified within the fair value hierarchy based upon the level of judgment associated with the inputs used to measure their value, as defined below:

Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets as of the measurement date.

Level 2 — Inputs include quoted prices for similar assets in active markets, or that are quoted prices for identical or similar assets in markets that are not active and inputs that are observable, either directly or indirectly, for substantially the full term, if applicable, of the investment.

Level 3 — Inputs include those that are both unobservable and significant to the overall fair value measurement.

An investment’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s investment portfolio is comprised entirely of debt and equity securities of privately held companies for which quoted prices falling within the categories of Level 1 and Level 2 inputs are not available, with the exception of money market funds and one portfolio company, which are valued using Level 1 inputs as of September 30, 2022. Therefore, the Company values all of its portfolio investments at fair value, as determined in good faith by the Board, using Level 3 inputs, except for money market funds and one portfolio company that was valued using Level 1 inputs as of September 30, 2022. The degree of judgment exercised by the Board in determining fair value is greatest for investments classified as Level 3 inputs. Due to the inherent uncertainty of determining the fair values of investments that do not have readily available market values, the Board’s estimate of fair values may differ significantly from the values that would have been used had a ready market for the securities existed, and those differences may be material. In addition, changes in the market environment, portfolio company performance and other events that may occur over the lives of the investments may cause the amounts ultimately realized on these investments to be materially different than the valuations currently assigned.

With respect to investments for which market quotations are not readily available, the Board undertakes a multi-step valuation process each quarter, as described below:

the quarterly valuation process begins with each portfolio company or investment being initially evaluated and rated by the investment professionals of the Investment Advisor responsible for the portfolio investment;
preliminary valuation conclusions are then documented and discussed with the investment committee of the Investment Advisor;
the Board engages one or more independent valuation firm(s) to conduct independent appraisals of a selection of our portfolio investments for which market quotations are not readily available. Each portfolio company investment is generally appraised by the valuation firm(s) at least once every calendar year and each new portfolio company investment is appraised at least once in the twelve-month period following the initial investment. In certain instances, the Company may determine that it is not cost-effective, and as a result it is not in the Company’s stockholders’ best interest, to request the independent appraisal of certain portfolio company investments. Such instances include, but are not limited to, situations where the Company determines that the fair value of the portfolio company investment is relatively insignificant to the fair value of the total portfolio.
the audit committee of the Board reviews the preliminary valuations of the Investment Advisor and of the independent valuation firm(s) and responds and supplements the valuation recommendations to reflect any comments; and
the Board discusses these valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of the Investment Advisor, the independent valuation firm(s) and the audit committee.

In making the good faith determination of the value of portfolio investments, the Board starts with the cost basis of the security. The transaction price is typically the best estimate of fair value at inception. When evidence supports a subsequent change to the carrying value from the original transaction price, adjustments are made to reflect the expected exit values.

Consistent with the policies and methodologies adopted by the Board, the Company performs detailed valuations of its debt and equity investments, including an analysis on the Company’s unfunded debt investment commitments, using both the market and income approaches as appropriate. Under the market approach, the Company typically uses the enterprise value methodology to determine the fair value of an investment. There is no one methodology to estimate enterprise value and, in fact, for any one portfolio company, enterprise value is generally best expressed as a range of values, from which the Company derives a single estimate of enterprise value. Under the income approach, the Company typically prepares and analyzes discounted cash flow models to estimate the present value of future cash flows of either an individual debt investment or of the underlying portfolio company itself.

The Company evaluates investments in portfolio companies using the most recent portfolio company financial statements and forecasts. The Company also consults with the portfolio company’s senior management to obtain further updates on the portfolio company’s performance, including information such as industry trends, new product development and other operational issues.

For the Company’s debt investments, the primary valuation technique used to estimate the fair value is the discounted cash flow method. However, if there is deterioration in credit quality or a debt investment is in workout status, the Company may consider other methods in determining the fair value, including the value attributable to the debt investment from the enterprise value of the portfolio company or the proceeds that would be received in a liquidation analysis. The Company’s discounted cash flow models estimate a range of fair values by applying an appropriate discount rate to the future cash flow streams of its debt investments, based on future interest and principal payments as set forth in the associated debt investment agreements. The Company prepares a weighted average cost of capital for use in the discounted cash flow model for each investment, based on factors including, but not limited to: current pricing and credit metrics for similar proposed or executed investment transactions of private companies; the portfolio company’s historical financial results and outlook; and the portfolio company’s current leverage and credit quality as compared to leverage and credit quality as of the date the investment was made. The Company may also consider the following factors when determining the fair value of debt investments: the portfolio company’s ability to make future scheduled payments; prepayment penalties and other fees; estimated remaining life; the nature and realizable value of any collateral securing such debt investment; and changes in the interest rate environment and the credit markets that generally may affect the price at which similar investments may be made. The Company estimates the remaining life of its debt investments to generally be the legal maturity date of the instrument, as the Company generally intends to hold its debt investments to maturity. However, if the Company has information available to it that the debt investment is expected to be repaid in the near term, it would use an estimated remaining life based on the expected repayment date.

For the Company’s equity investments, including equity and warrants, the Company generally uses a market approach, including valuation methodologies consistent with industry practice, to estimate the enterprise value of portfolio companies. Typically, the enterprise value of a private company is based on multiples of EBITDA, net income, revenues, or in limited cases, book value. In estimating the enterprise value of a portfolio company, the Company analyzes various factors consistent with industry practice, including but not limited to original transaction multiples, the portfolio company’s historical and projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the nature and realizable value of any collateral, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public.

The Company may also utilize an income approach when estimating the fair value of its equity securities, either as a primary methodology if consistent with industry practice or if the market approach is otherwise not applicable, or as a supporting methodology to corroborate the fair value ranges determined by the market approach. The Company typically prepares and analyzes discounted cash flow models based on projections of the future free cash flows (or earnings) of the portfolio company. The Company considers various factors, including, but not limited to, the portfolio company’s projected financial results, applicable market trading and transaction comparables, applicable market yields and leverage levels, the markets in which the portfolio company does business, and comparisons of financial ratios of peer companies that are public.

The following tables present fair value measurements of investments by major class according to the fair value hierarchy:

 

 

September 30, 2022

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

First Lien Debt

$

 

 

$

 

 

$

 

488,334

 

$

 

488,334

 

 

Second Lien Debt

 

 

 

 

 

 

 

 

177,222

 

 

 

177,222

 

 

Subordinated Debt

 

 

 

 

 

 

 

 

81,759

 

 

 

81,759

 

 

Equity

 

 

317

 

 

 

 

 

 

106,634

 

 

 

106,951

 

 

Warrants

 

 

 

 

 

 

 

 

2,648

 

 

 

2,648

 

 

Money Market Funds

 

 

30,184

 

 

 

 

 

 

-

 

 

 

30,184

 

 

Total

$

 

30,501

 

$

 

 

$

 

856,597

 

$

 

887,098

 

 

 

 

 

December 31, 2021

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

First Lien Debt

$

 

 

$

 

 

$

 

354,922

 

$

 

354,922

 

 

Second Lien Debt

 

 

 

 

 

 

 

 

158,815

 

 

 

158,815

 

 

Subordinated Debt

 

 

 

 

 

 

 

 

36,064

 

 

 

36,064

 

 

Equity

 

 

357

 

 

 

 

 

 

165,762

 

 

 

166,119

 

 

Warrants

 

 

 

 

 

 

 

 

3,204

 

 

 

3,204

 

 

Total

$

 

357

 

$

 

 

$

 

718,767

 

$

 

719,124

 

 

The Company reviews the fair value hierarchy classifications on a quarterly basis. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur. There were no transfers among Levels 1, 2, and 3 during the nine months ended September 30, 2022 and 2021.

The following tables present a reconciliation of the beginning and ending balances for fair valued investments measured using significant unobservable inputs (Level 3) for the nine months ended September 30, 2022 and 2021:

 

 

 

First Lien

 

 

Second Lien

 

 

Subordinated

 

 

 

 

 

 

 

 

 

 

 

 

Debt

 

 

Debt

 

 

Debt

 

 

Equity

 

 

Warrants

 

 

Total

 

Balance, December 31, 2020

 

$

187,353

 

 

$

332,154

 

 

$

107,911

 

 

$

112,836

 

 

$

2,615

 

 

$

742,869

 

Net realized gains (losses) on investments

 

 

 

 

 

 

 

 

 

 

 

13,673

 

 

 

 

 

 

13,673

 

Net change in unrealized appreciation (depreciation) on investments

 

 

(1,182

)

 

 

(1,213

)

 

 

(308

)

 

 

34,066

 

 

 

656

 

 

 

32,019

 

Purchase of investments

 

 

172,506

 

 

 

43,850

 

 

 

18,500

 

 

 

10,688

 

 

 

 

 

 

245,544

 

Proceeds from sales and repayments of investments

 

 

(61,008

)

 

 

(177,719

)

 

 

(57,039

)

 

 

(23,270

)

 

 

 

 

 

(319,036

)

Interest and dividend income paid-in-kind

 

 

109

 

 

 

3,142

 

 

 

81

 

 

 

105

 

 

 

 

 

 

3,437

 

Proceeds from loan origination fees

 

 

(1,765

)

 

 

(104

)

 

 

(80

)

 

 

 

 

 

 

 

 

(1,949

)

Accretion of loan origination fees

 

 

985

 

 

 

461

 

 

 

387

 

 

 

 

 

 

 

 

 

1,833

 

Accretion of original issue discount

 

 

 

 

 

734

 

 

 

 

 

 

 

 

 

 

 

 

734

 

Balance, September 30, 2021

 

$

296,998

 

 

$

201,305

 

 

$

69,452

 

 

$

148,098

 

 

$

3,271

 

 

$

719,124

 

Balance, December 31, 2021

 

$

354,922

 

 

$

158,815

 

 

$

36,064

 

 

$

165,762

 

 

$

3,204

 

 

$

718,767

 

Net realized gains (losses) on investments

 

 

 

 

 

 

 

 

 

 

 

65,220

 

 

 

 

 

 

65,220

 

Net change in unrealized appreciation (depreciation) on investments

 

 

(1,281

)

 

 

(13,048

)

 

 

1,213

 

 

 

(54,102

)

 

 

(556

)

 

 

(67,774

)

Purchase of investments

 

 

166,279

 

 

 

49,498

 

 

 

44,469

 

 

 

7,704

 

 

 

 

 

 

267,950

 

Proceeds from sales and repayments of investments

 

 

(31,574

)

 

 

(18,731

)

 

 

 

 

 

(77,950

)

 

 

 

 

 

(128,255

)

Interest and dividend income paid-in-kind

 

 

481

 

 

 

573

 

 

 

273

 

 

 

 

 

 

 

 

 

1,327

 

Proceeds from loan origination fees

 

 

(1,454

)

 

 

(115

)

 

 

(300

)

 

 

 

 

 

 

 

 

(1,869

)

Accretion of loan origination fees

 

 

943

 

 

 

111

 

 

 

40

 

 

 

 

 

 

 

 

 

1,094

 

Accretion of original issue discount

 

 

18

 

 

 

119

 

 

 

 

 

 

 

 

 

 

 

 

137

 

Balance, September 30, 2022

 

$

488,334

 

 

$

177,222

 

 

$

81,759

 

 

$

106,634

 

 

$

2,648

 

 

$

856,597

 

 

Net change in unrealized appreciation/(depreciation) of $(36,403) and $(42,882) for the three and nine months ended September 30, 2022, was attributable to Level 3 investments held at September 30, 2022, respectively. Net change in unrealized appreciation/(depreciation) of $17,067 and $33,223 for the three and nine months ended September 30, 2021, respectively, was attributable to Level 3 investments held at September 30, 2021.

The following tables summarize the significant unobservable inputs by valuation technique used to determine the fair value of the Company’s Level 3 debt and equity investments as of September 30, 2022 and December 31, 2021. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.

 

 

 

Fair Value at

 

 

Valuation

 

Unobservable

 

Range

 

 

September 30, 2022

 

 

Techniques

 

Inputs

 

(weighted average)(1)

Debt investments:

 

 

 

 

 

 

 

 

 

First Lien Debt

 

$

449,319

 

 

Discounted cash flow

 

Weighted average cost of capital

 

6.3% - 19.9% (13.7%)

 

 

 

11,000

 

 

Enterprise value

 

Asset Coverage

 

1.1x - 1.1x (1.1x)

 

 

 

15,000

 

 

Enterprise value

 

EBITDA multiples

 

8.8x - 8.8x (8.8x)

 

 

 

13,015

 

 

Enterprise value

 

Revenue multiples

 

1.3x - 4.1x (2.5x)

 

 

 

 

 

 

 

 

 

 

Second Lien Debt

 

 

172,625

 

 

Discounted cash flow (2)

 

Weighted average cost of capital

 

10.2% - 22.0% (13.7%)

 

 

 

2,428

 

 

Enterprise value

 

EBITDA multiples

 

5.0x - 5.0x (5.0x)

 

 

 

2,169

 

 

Enterprise value

 

Asset Coverage

 

0.9x - 0.9x (0.9x)

 

 

 

 

 

 

 

 

 

 

Subordinated Debt

 

 

78,009

 

 

Discounted cash flow

 

Weighted average cost of capital

 

10.1% - 14.0% (11.1%)

 

 

 

3,750

 

 

Enterprise value

 

EBITDA multiples

 

8.5x - 8.5x (8.5x)

 

 

 

 

 

 

 

 

 

 

Equity investments:

 

 

 

 

 

 

 

 

 

Equity

 

 

96,905

 

 

Enterprise value

 

EBITDA multiples

 

3.5x - 16.0x (7.2x)

 

 

 

9,729

 

 

Enterprise value

 

Revenue multiples

 

3.0x - 7.8x (6.4x)

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

2,525

 

 

Enterprise value

 

EBITDA multiples

 

5.0x - 6.0x (5.8x)

 

 

 

123

 

 

Enterprise value

 

Revenue multiples

 

4.5x - 4.5x (4.5x)

(1) Unobservable inputs were weighted by the relative fair value of the instruments.

(2) Includes $18.0 million of debt investments which were valued using a trading discount to par.

 

 

 

 

Fair Value at

 

 

Valuation

 

Unobservable

 

Range

 

 

December 31, 2021

 

 

Techniques

 

Inputs

 

(weighted average)(1)

Debt investments:

 

 

 

 

 

 

 

 

 

First Lien Debt

 

$

335,022

 

 

Discounted cash flow

 

Weighted average cost of capital

 

4.0% - 21.6% (12.2%)

 

 

 

11,000

 

 

Enterprise value

 

Asset Coverage

 

1.2x - 1.2x (1.2x)

 

 

 

8,900

 

 

Enterprise value

 

Revenue multiples

 

4.5x - 4.5x (4.5x)

 

 

 

 

 

 

 

 

 

 

Second Lien Debt

 

 

144,541

 

 

Discounted cash flow

 

Weighted average cost of capital

 

7.8% - 25.0% (14.4%)

 

 

 

14,274

 

 

Enterprise value

 

Asset Coverage

 

1.0x - 1.4x (1.4x)

 

 

 

 

 

 

 

 

 

 

Subordinated Debt

 

 

36,064

 

 

Discounted cash flow

 

Weighted average cost of capital

 

10.0% - 13.5% (11.1%)

 

 

 

 

 

 

 

 

 

 

Equity investments:

 

 

 

 

 

 

 

 

 

Equity

 

 

162,681

 

 

Enterprise value

 

EBITDA multiples

 

3.5x - 23.8x (8.2x)

 

 

 

3,081

 

 

Enterprise value

 

Revenue multiples

 

3.5x - 9.3x (6.2x)

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

3,075

 

 

Enterprise value

 

EBITDA multiples

 

4.5x - 6.0x (5.9x)

 

 

 

129

 

 

Enterprise value

 

Revenue multiples

 

4.5x - 4.5x (4.5x)

(1) Unobservable inputs were weighted by the relative fair value of the instruments.

The significant unobservable input used in determining the fair value under the discounted cash flow technique is the weighted average cost of capital of each security. Significant increases (or decreases) in this input would likely result in significantly lower (or higher) fair value estimates.

The significant unobservable inputs used in determining fair value under the enterprise value technique are revenue and EBITDA multiples, as well as asset coverage. Significant increases (or decreases) in these inputs could result in significantly higher (or lower) fair value estimates.

Other Financial Assets and Liabilities

ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. The Company believes that the carrying amounts of its other financial instruments such as cash and cash equivalents, interest receivable and accounts payable and other liabilities approximate the fair value of such items due to the short maturity of such instruments. The Company’s borrowings under the Credit Facility (as defined in Note 6), the SBA debentures, and the Notes (as defined in Note 6) are recorded at their respective carrying values.

The following tables summarize the carrying value and fair value of the Company’s debt obligations as of September 30, 2022 and December 31, 2021.

 

 

 

September 30, 2022(5)

 

 

December 31, 2021(5)

 

 

 

Carrying Value (1)

 

 

Fair Value

 

 

Carrying Value (1)

 

 

Fair Value

 

SBA debentures (2)

 

$

133,000

 

 

$

133,000

 

 

$

107,000

 

 

$

107,000

 

Credit Facility borrowings (3)

 

 

 

 

 

 

 

 

 

 

 

 

January 2026 Notes (4)

 

 

125,000

 

 

 

125,218

 

 

 

125,000

 

 

 

125,258

 

November 2026 Notes (4)

 

 

125,000

 

 

 

125,147

 

 

 

125,000

 

 

 

125,171

 

Total

 

$

383,000

 

 

$

383,365

 

 

$

357,000

 

 

$

357,429

 

(1)
Carrying value represents the outstanding principal balance of the debt obligation.
(2)
The fair value of the SBA debentures is estimated by discounting the remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date and the ability of market participants to prepay the debentures, which are Level 3 inputs under ASC Topic 820.
(3)
The fair value of borrowings under the Credit Facility, if valued under ASC Topic 820, are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.
(4)
The fair value of the January 2026 Notes (as defined in Note 6) and the November 2026 Notes (as defined in Note 6) are estimated by discounting the remaining payments using current market rates for similar instruments and considering such factors as the legal maturity date, which are Level 3 inputs under ASC Topic 820.
(5)
Totals exclude $16,995 and $17,637 of Secured Borrowings as of September 30, 2022 and December 31, 2021, respectively.

 

The following table summarizes the inputs used to value the Company’s debt obligations if measured at fair value as of September 30, 2022 and December 31, 2021.

 

 

 

Fair Value

 

 

 

September 30,

 

 

December 31,

 

Valuation Inputs

 

2022

 

 

2021

 

Level 1

 

$

 

 

$

 

Level 2

 

 

 

 

 

 

Level 3

 

 

383,365

 

 

 

357,429

 

Total

 

$

383,365

 

 

$

357,429