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Fair Value Measurements | 3 Months Ended
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Dec. 31, 2022
Fair Value Disclosures [Abstract] |
Fair Value Measurements | Note 4. Fair Value Measurements The Company follows ASC 820 for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The Company’s fair value analysis includes an analysis of the value of any unfunded loan commitments. Financial investments recorded at fair value in the consolidated financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. Investments which are valued using NAV as a practical expedient are excluded from this hierarchy, and certain prior period amounts have been reclassified to conform to the current period presentation. The three levels are defined below:
| ● | Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
| ● | Level 2 - Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
| ● | Level 3 - Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date. The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the Market or Income Approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and EBITDA multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
In addition to using the above inputs in investment valuations, the Company continues to employ a valuation policy approved by the board of directors that is consistent with ASC 820 (see Note 2). Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading, in determining fair value. The following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of December 31, 2022 (dollars in thousands):
|  | Fair Value Hierarchy as of December 31, 2022 |
Investments: |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Senior Secured First Lien Term Loans |  | $ | - |  |  | $ | 14,030 |  |  | $ | 74,661 |  |  | $ | 88,691 |
Senior Secured Notes |  |  | - |  |  |  | - |  |  |  | 1,617 |  |  |  | 1,617 |
Unsecured Debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Equity/Warrants |  |  | 28,231 |  |  |  | 5,669 |  |  |  | 59,063 |  |  |  | 92,963 |
Total |  | $ | 28,231 |  |  | $ | 19,699 |  |  | $ | 135,341 |  |  | $ | 183,271 |
The following table presents the fair value measurements of our investments, by major class according to the fair value hierarchy, as of September 30, 2022 (dollars in thousands):
|  | Fair Value Hierarchy as of September 30, 2022 |
Investments: |  | Level 1 |  |  | Level 2 |  |  | Level 3 |  |  | Total |
Senior Secured First Lien Term Loans |  | $ | - |  |  | $ | 13,996 |  |  | $ | 74,252 |  |  | $ | 88,248 |
Senior Secured Second Lien Term Loans |  |  | - |  |  |  | - |  |  |  | 2,607 |  |  |  | 2,607 |
Senior Secured Notes |  |  | - |  |  |  | 1,659 |  |  |  | - |  |  |  | 1,659 |
Unsecured Debt |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Equity/Warrants |  |  | 24,750 |  |  |  | 5,877 |  |  |  | 69,816 |  |  |  | 100,443 |
Total |  | $ | 24,750 |  |  | $ | 21,532 |  |  | $ | 146,675 |  |  | $ | 192,957 |
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended December 31, 2022 (dollars in thousands):
|  | Senior Secured First Lien Term Loans |  |  | Senior Secured Second Lien Term Loans |  |  | Senior Secured Notes |  |  | Equities/ Warrants |  |  | Total |
Balance as of September 30, 2022 |  | $ | 74,252 |  |  | $ | 2,607 |  |  | $ | - |  |  | $ | 69,816 |  |  | $ | 146,675 |
Purchases and other adjustments to cost |  |  | 2,900 |  |  |  | - |  |  |  | - |  |  |  | 4,282 |  |  |  | 7,184 |
Sales |  |  | (1,046 | ) |  |  | (2,607 | ) |  |  | - |  |  |  | (14,644 | ) |  |  | (18,297) |
Net realized gains/(losses) from investments |  |  | 3 |  |  |  | 5 |  |  |  | - |  |  |  | - |  |  |  | 8 |
Net unrealized gains/(losses) |  |  | (1,448 | ) |  |  | (5 | ) |  |  | (42 | ) |  |  | (391 | ) |  |  | (1,888) |
Transfer in/(out) |  |  | - |  |  |  | - |  |  |  | 1,659 |  |  |  | - |  |  |  | 1,659 |
Balance as of December 31, 2022 |  | $ | 74,661 |  |  | $ | - |  |  | $ | 1,617 |  |  | $ | 59,063 |  |  | $ | 135,341 |
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended December 31, 2021 (dollars in thousands):
|  | Senior Secured First Lien Term Loans |  |  | Senior Secured Second Lien Term Loans |  |  | Secured Debt |  |  | Unsecured Debt |  |  | Equities/ Warrants |  |  | Total |
Balance as of September 30, 2021 |  | $ | 61,934 |  |  | $ | 2,490 |  |  | $ | 2,500 |  |  | $ | - |  |  | $ | 48,889 |  |  | $ | 115,813 |
Purchases and other adjustments to cost |  |  | 27,629 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 38,344 |  |  |  | 65,973 |
Sales |  |  | (32,951 | ) |  |  | - |  |  |  | - |  |  |  | (100 | ) |  |  | (40,292 | ) |  |  | (73,343 | )
Net realized gains/(losses) from investments |  |  | (21,759 | ) |  |  | - |  |  |  | - |  |  |  | (99 | ) |  |  | 36,153 |  |  |  | 14,295 |
Net unrealized gains/(losses) |  |  | 20,453 |  |  |  | 3 |  |  |  | (2,500 | )(1) |  |  | 199 |  |  |  | (32,443 | )(1) |  |  | (14,288 | )
Balance as of December 31, 2021 |  | $ | 55,306 |  |  | $ | 2,493 |  |  | $ | - |  |  | $ | - |  |  | $ | 50,651 |  |  | $ | 108,450 |
(1) | FlexFIN, LLC was reclassed as an Equity from Secured Debt during the quarter ended December 31, 2021.
Net change in unrealized gain (loss) for the three months ended December 31, 2022 and 2021 included in earnings related to investments still held as of December 31, 2022 and 2021 was approximately $2.3 million and $(10.3) million, respectively. Purchases and other adjustments to cost include purchases of new investments at cost, effects of refinancing/restructuring, accretion/amortization of income from discount/premium on debt securities, and PIK. Sales represent net proceeds received from investments sold. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in/out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur. During the three months ended December 31, 2022, no investments were transferred out of Level 3 and one investment was transferred into Level 3. During the three months ended December 31, 2021, one of our investments transferred out of Level 3 and no investments transferred into Level 3. The following table presents the quantitative information about Level 3 fair value measurements of our investments, as of December 31, 2022 (dollars in thousands):
|  | Fair Value |  |  | Valuation Methodology |  | Unobservable Input |  | Range (Weighted Average) |
Senior Secured First Lien Term Loans |  | $ | 65,118 |  |  | Income Approach |  | Market Yield |  |  | 8.50% - 29.0% (13.85%) |
Senior Secured First Lien Term Loans |  |  | 4,788 |  |  | Market Approach |  | EBITDA Multiple |  |  | 4.0x - 7.25x (4.9x) |
Senior Secured First Lien Term Loans |  |  | 4,755 |  |  | Market Approach |  | Revenue Multiple |  |  | 0.2x - 0.3x (0.3x) |
Senior Secured Notes |  |  | 1,617 |  |  | Market Approach |  | EBITDA Multiple |  |  | 21.0x - 22.0x (21.5x) |
Equity/Warrants |  |  | 36,672 |  |  | Cost Approach |  | Replacement Cost |  |  | N/A |
Equity/Warrants |  |  | 11,244 |  |  | Market Approach |  | EBITDA Multiple |  |  | 2.0x - 32.2x (6.49x) |
Equity/Warrants |  |  | 10,036 |  |  | Income Approach |  | Market Yield |  |  | 0.00% - 13.75% (6.52%) |
Equity/Warrants |  |  | 1,111 |  |  | Market Approach |  | Sum of the Parts/Estimated proceeds |  |  | 6.9x - 7.6x (7.3x) |
Total |  | $ | 135,341 |  |  |  |  |  |  |  |  |
The following table presents the quantitative information about Level 3 fair value measurements of our investments, as of September 30, 2022 (dollars in thousands):
|  | Fair Value |  |  | Valuation Methodology |  | Unobservable Input |  | Range (Weighted Average) |
Senior Secured First Lien Term Loans |  | $ | 65,428 |  |  | Income Approach |  | Market Yield |  |  | 8.50% - 24.00% (10.57%) |
Senior Secured First Lien Term Loans |  |  | 3,807 |  |  | Market Approach |  | EBITDA Multiple |  |  | 4.0x - 5.0x (4.5x) |
Senior Secured First Lien Term Loans |  |  | 4,152 |  |  | Market Approach |  | Revenue Multiple |  |  | 0.2x - 0.3x (2.5x) |
Senior Secured First Lien Term Loans |  |  | 865 |  |  | Income Approach |  | Market Spread |  |  | 5.75% - 6.25% (6.00%) |
Senior Secured Second Lien Term Loans |  |  | 2,607 |  |  | Market Approach |  | EBITDA Multiple |  |  | 9.0x - 10.0x (9.5x) |
Equity/Warrants |  |  | 47,138 |  |  | Cost Approach |  | Replacement Cost |  |  | N/A |
Equity/Warrants |  |  | 11,444 |  |  | Market Approach |  | EBITDA Multiple |  |  | 2.0x - 21.0x (17.4x) |
Equity/Warrants |  |  | 9,951 |  |  | Income Approach |  | Market Yield |  |  | 8.50% - 13.25% (12.75%) |
Equity/Warrants |  |  | 1,283 |  |  | Market Approach |  | Sum of the Parts/Estimated Proceeds |  |  | 8.1x - 11.4x (9.8x) |
Total |  | $ | 146,675 |  |  |  |  |  |  |  |  |
The significant unobservable inputs used in the fair value measurement of the Company’s debt and derivative investments are market yields. Increases in market yields would result in lower fair value measurements. The significant unobservable inputs used in the fair value measurement of the Company’s equity/warrants investments are comparable company multiples of revenue or EBITDA for the latest twelve months (“LTM”), next twelve months (“NTM”) or a reasonable period a market participant would consider. Increases in EBITDA multiples in isolation would result in higher fair value measurement. In September 2017, the Company entered into an agreement with Global Accessories Group, LLC (“Global Accessories”), in which the Company exchanged its full position in Lydell Jewelry Design Studio, LLC for a 3.8% membership interest in Global Accessories, which is included in the Consolidated Schedule of Investments. As part of the agreement, the Company is entitled to contingent consideration in the form of cash payments (“Earnout”), as well as up to an additional 5% membership interest (“AMI”), provided Global Accessories achieves certain financial benchmarks through calendar year ended 2022. The Earnout and AMI were initially recorded with an aggregate fair value of $2.4 million on the transaction date using the Income Approach and were included on the Consolidated Statements of Assets and Liabilities in other assets. The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved. Any changes in fair value will be recognized in earnings. As of December 31, 2022 and September 30, 2022, the Company deemed the contingent consideration to be uncollectible.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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