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Fair Value Measurements
 3 Months Ended
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.