Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
● changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including changes from the impact of the current COVID-19 pandemic;
● our ability to continue to effectively manage our business due to the disruptions caused by the current COVID-19 pandemic;
● an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
● such an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
● a contraction of available credit and/or an inability to access the equity markets that could impair our lending and investment activities, including as a result of the COVID-19 pandemic;
● interest rate volatility that could adversely affect our results, particularly to the extent that we use leverage as part of our investment strategy;
● our future operating results, including our ability to achieve objectives as a result of the COVID-19 pandemic;
● our business prospects and the prospects of our portfolio companies, including the impact of the COVID-19 pandemic thereon;
● our contractual arrangements and relationships with third parties;
● the ability of our portfolio companies to achieve their objectives, including as a result of the COVID-19 pandemic;
● competition with other entities and our affiliates for investment opportunities;
● the speculative and illiquid nature of our investments;
● the use of borrowed money to finance a portion of our investments;
● the adequacy of our financing sources and working capital;
● the loss of key personnel;
● the timing of cash flows, if any, from the operations of our portfolio companies and the impact of the COVID-19 pandemic thereon;
● the ability of our external investment adviser, Runway Growth Capital LLC (“RGC”), to locate suitable investments for us and to monitor and administer our investments and the impacts of the COVID-19 pandemic thereon;
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● the ability of RGC to attract and retain highly talented professionals;
● our ability to maintain our qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
● the occurrence of a disaster, such as a cyber-attack against us or against a third party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster-recovery systems, or consequential employee error;
● the effect of legal, tax, and regulatory changes; and
● the other risks, uncertainties and other factors we identify under “Risk Factors” in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2020 and in our other filings with the Securities and Exchange Commission (the “SEC”).
Although we believe the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in “Risk Factors” in in Part I, Item 1A of our annual report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 11, 2021.
We have based the forward-looking statements included in this Form 10-Q on information available to us on the date of this Form 10-Q, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this quarterly report on Form 10-Q.
Overview
We are an externally managed, non-diversified closed-end investment management company that was formed on August 31, 2015 as a corporation under the laws of the State of Maryland. On August 18, 2021, we changed our name to “Runway Growth Finance Corp.” from “Runway Growth Credit Fund Inc.” We have elected to be regulated as a BDC under the 1940 Act. In addition, we have elected to be treated, have qualified, and intend to continue to qualify annually as a RIC under Subchapter M of the Code. If we fail to qualify as a RIC for any taxable year, we will be subject to corporate-level U.S. federal income tax on any net taxable income for such year. As a BDC and a RIC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in “qualifying assets,” source-of-income limitations, asset diversification requirements, and the requirement to distribute annually at least 90% of our investment company taxable income and net tax-exempt interest.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth company until the last day of our fiscal year following the fifth anniversary of our initial public offering on October 25, 2021 (“IPO”), or until the earliest of (i) the last day of the first fiscal year in which we have total annual gross revenue of $1,070,000,000 or more, (ii) December 31 of the fiscal year in which we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), (which would occur if the market value of our common stock held by non-affiliates exceeds $700.0 million, measured as of the last business day of our most recently completed second fiscal quarter, and we have been publicly reporting for at least 12 months), or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period. For so long as we remain an emerging growth company under the JOBS Act, we will be subject to reduced public company reporting requirements.
We are externally managed by RGC, an investment adviser that has registered with the SEC under the Investment Advisers Act of 1940, as amended. The Administrator, a wholly-owned subsidiary of RGC, provides all the administrative services necessary for us to operate.
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In October 2015, in connection with the our formation, we issued and sold 1,667 shares of common stock to R. David Spreng, our President, Chief Executive Officer and Chairman of our Board of Directors, for an aggregate purchase price of $25,000. The sale of shares of common stock was approved by the unanimous consent of the sole director at the time. Between December 2016 and December 2017, we completed our first private offering of shares of common stock to investors (the “Initial Private Offering”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and other applicable securities laws. As of September 30, 2021, in connection with the Initial Private Offering, we had issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000.
As of September 30, 2021, we have completed multiple closings under our second private offering (the “Second Private Offering”) and had accepted aggregate capital commitments of $181,673,500. As of September 30, 2021, we have issued 9,617,379 shares of common stock for a total purchase price of $144,260,683 in connection with the Second Private Offering and $37,412,817 of capital commitments remain undrawn. As of September 30, 2021, we issued 22,564 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, for a total purchase price of $338,453. As of September 30, 2021, we have issued an additional 6,647,847 shares as part of the dividend reinvestment program. Refer to Note 6 for further detail.
On October 25, 2021, we closed our IPO, issuing 6,850,000 shares of our common stock at a public offering price of $14.60 per share. Net of underwriting fees and offering costs, we received net cash proceeds of $92.0 million. We have granted the underwriters an option to purchase up to an additional 1,027,500 shares of common stock at the public offering price, less the sales load payable by us, on or before November 19, 2021. Our common stock began trading on the Nasdaq Global Select Market under the symbol “RWAY” on October 21, 2021.
On August 10, 2020, we, RGC, and certain other funds and accounts sponsored or managed by RGC and/or its affiliates were granted an order (the “Order”) that permits us greater flexibility than the 1940 Act permits to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other accounts sponsored or managed by RGC or its affiliates in a manner consistent with our investment objective or criteria, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We believe that the ability to co-invest with similar investment structures and accounts sponsored or managed by RGC or its affiliates will provide additional investment opportunities and the ability to achieve greater diversification. Under the terms of the Order, a majority of our independent directors are required to make certain determinations in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective, criteria, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Portfolio Composition and Investment Activity
Portfolio Composition
At September 30, 2021, we had investments in 38 portfolio companies, representing 19 companies in which we held loan and warrant investments, three companies in which we held loan investments and shares of common, preferred stock, or a combination with warrants, one company in which we held a loan investment only, 10 companies in which we held warrant investments only, five companies in which we held shares of common or preferred stock only, or a combination with warrants, and we held one U.S. Treasury Bill. At December 31, 2020, we had investments in 31 portfolio companies, representing 22 companies in which we held loan and warrant investments, six companies in which we held warrant interests only, one company in which we held bonds, and we held one
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U.S. Treasury Bill. The following table shows the fair value of our investments, by asset class, as of September 30, 2021 and December 31, 2020:
September 30, 2021 (Unaudited)
December 31, 2020
Percentage
Percentage
of Total
of Total
Investments
Cost
Fair Value
Portfolio
Cost
Fair Value
Portfolio
Portfolio Investments
Common Stocks
$
4,812,524
$
17,028,984
2.6
%
$
1,237,196
$
521,940
0.1
%
Corporate Bonds
—
—
—
253,095
333,453
0.1
Senior Secured Term Loans
543,362,602
531,605,724
82.2
506,555,279
501,964,657
80.7
Preferred Stocks
17,337,836
16,967,613
2.6
19,737,450
15,995,868
2.6
Warrants
18,774,732
20,750,056
3.2
18,804,531
33,008,672
5.3
Total Portfolio Investments
584,287,694
586,352,377
90.7
546,587,551
551,824,590
88.7
U.S. Treasury Bill
60,000,558
60,000,660
9.3
70,001,472
70,002,060
11.3
Total Investments
$
644,288,252
$
646,353,037
100.0
%
$
616,589,023
$
621,826,650
100.0
%
For the three and nine months ended September 30, 2021, our debt investment portfolio had a dollar-weighted annualized yield of 15.34% and 14.17%, respectively. For the three and nine months ended September 30, 2020, our debt investment portfolio had a dollar-weighted annualized yield of 14.81% and 15.25%, respectively. We calculate the yield on dollar-weighted debt investments for any period measured as (1) total related investment income during the period divided by (2) the daily average of the fair value of debt investments outstanding during the period. As of September 30, 2021, our debt investments had a dollar-weighted average outstanding term of 46 months at origination and a dollar-weighted average remaining term of 33 months, or approximately 2.7 years. As of September 30, 2021, substantially all of our debt investments had an original committed principal amount of between $6 million and $50 million, repayment terms of between 34 months and 60 months and pay cash interest at annual interest rates of between 5.50% and 12.00%.
The following table shows our dollar-weighted annualized yield by investment type for the three and nine months ended September 30, 2021 and September 30, 2020:
Fair Value (1)
Cost (2)
Three Months Ended
Nine Months Ended
Three Months Ended
Nine Months Ended
September 30, 2021
September 30, 2020
September 30, 2021
September 30, 2020
September 30, 2021
September 30, 2020
September 30, 2021
September 30, 2020
Investment type:
Debt investments
15.34
%
14.81
%
14.17
%
15.25
%
14.87
%
14.51
%
13.93
%
14.91
%
Equity interest
2.41
%
3.56
%
2.60
%
3.67
%
3.60
%
3.42
%
3.28
%
3.53
%
All investments
13.96
%
13.76
%
13.06
%
14.14
%
14.06
%
13.46
%
13.12
%
13.80
%
(1) We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the fair value of the investment type outstanding during the period. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.
(2) We calculate the dollar-weighted annualized yield on average investment type for any period as (a) total related investment income during the period divided by (b) the daily average of the investment type outstanding during the period, at amortized cost. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any saled load paid by investors.
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Investment Activity
The value of our investment portfolio will change over time due to changes in the fair value of our underlying investments, as well as changes in the composition of our portfolio resulting from purchases of new and follow-on investments as well as repayments and sales of existing investments. During the nine months ended September 30, 2021, the Company funded $140.1 million in nine new portfolio companies and $97.0 million in ten existing portfolio companies. The Company also received $196.4 million in loan repayments from 12 portfolio companies. During the nine months ended September 30, 2020, the Company funded $150.8 million in eight new portfolio companies and $14.9 million in six existing portfolio companies. The Company also received $76.1 million in loan repayments from eight portfolio companies and $2.9 million in proceeds from the termination of warrants.
Portfolio Reconciliation
The following is a reconciliation of our investment portfolio, including U.S. Treasury Bills, for the nine months ended September 30, 2021 and 2020:
Nine Months Ended
Nine Months Ended
September 30, 2021
September 30, 2020
(unaudited)
(unaudited)
Beginning Investment Portfolio
$
621,826,650
$
467,981,699
Purchases of Investments (1)
239,458,881
144,044,139
Purchases of U.S. Treasury Bills
115,000,509
179,998,299
Amortization of Fixed Income Premiums or Accretion of Discounts
5,539,659
6,808,066
Sales or Repayments of Investments
(197,534,296)
(76,805,766)
Scheduled Principal Payments of Investments
(5,671,437)
(6,128,394)
Sales and Maturities of U.S. Treasury Bills (2)
(124,999,118)
(194,985,264)
Realized (Loss) on Investments
(4,094,970)
(5,370,702)
Net Change in Unrealized Appreciation (Depreciation) on Investments
(3,172,841)
4,561,252
Ending Investment Portfolio
$
646,353,037
$
520,103,329
(1) Includes PIK interest.
(2) Excludes $25,999,624 in U.S. Treasury Bills sold short for the nine months ended September 30, 2020.
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Asset Quality
In addition to various risk management and monitoring tools, RGC uses an investment rating system to characterize and monitor the quality of our debt investment portfolio. Equity securities and Treasury Bills are not graded. This debt investment rating system uses a five-level numeric scale. The following is a description of the conditions associated with each investment rating:
Investment
Rating
Rating Definition
1
Performing above plan and/or strong enterprise profile, value, financial performance/coverage. Maintaining full covenant and payment compliance as agreed.
2
Performing at or reasonably close to plan. Acceptable business prospects, enterprise value, financial coverage. Maintaining key covenant and payment compliance as agreed. All new loans are initially graded Category 2.
3
Performing below plan of record. Potential elements of concern over performance, trends and business outlook. Loan-to-value remains adequate. Potential key covenant non-compliance. Full payment compliance.
4
Performing materially below plan. Non-compliant with material financial covenants. Payment default/deferral could result without corrective action. Requires close monitoring. Business prospects, enterprise value and collateral coverage declining. These investments may be in workout, and there is a possibility of loss of return but no loss of principal is expected.
5
Going concern nature in question. Substantial decline in enterprise value and all coverages. Covenant and payment default imminent if not currently present. Investments are nearly always in workout. May experience partial and/or full loss.
The following table shows the investment ratings of our debt investments at fair value as of September 30, 2021 and December 31, 2020:
As of September 30, 2021
As of December 31, 2020
% of
Number of
% of
Number of
Investment
Total
Portfolio
Total
Portfolio
Rating
Fair Value
Portfolio
Companies
Fair Value
Portfolio
Companies
1
$
85,396,191
13.2
%
2
$
—
—
%
—
2
318,653,909
49.3
%
14
380,796,998
61.2
%
15
3
100,419,365
15.5
%
4
90,459,846
14.5
%
5
4
17,273,464
2.7
%
2
30,707,813
4.9
%
2
5
9,862,794
1.5
%
1
—
—
%
—
$
531,605,723
82.2
%
23
$
501,964,657
80.7
%
22
The global COVID-19 pandemic, to date, has had limited impact on the investment ratings of our debt investments, taken as a whole. However, the ongoing impact of the global COVID-19 pandemic is uncertain and we can make no assurances that the pandemic will not have a negative impact on our investment portfolio in the future.
Loans and Debt Securities on Non-Accrual Status
Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2021, the Company had six loans to Mojix, Inc. and one loan to Pivot3 Holdings, Inc., representing an aggregate principal funded of $30,383,707 at a fair value of $23,147,803, on non-accrual status, which represents 4.59% of the Company’s net assets. As of December 31, 2020, we had nine loans to Mojix, Inc. representing an aggregate principal funded of $11,000,000 at a fair market value of $8,961,080, on non-accrual status, which represents 1.92% of our net assets .
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Results of Operations
An important measure of our financial performance is net increase/(decrease) in net assets resulting from operations, which includes net investment income/(loss), net realized gain/(loss) and net unrealized appreciation/(depreciation). Net investment income/(loss) is the difference between our income from interest, dividends, fees and other investment income and our operating expenses, including interest on borrowed funds. Net realized gain/(loss) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized appreciation/(depreciation) on investments is the net change in the fair value of our investment portfolio.
Comparison of the Three Months Ended September 30, 2021 and 2020
Three Months Ended
Three Months Ended
September 30, 2021
September 30, 2020
Per
Per
Total
Share (1)
Total
Share (1)
Investment income
Interest and dividend income
$
18,508,669
$
0.56
$
14,097,541
$
0.52
Other income
101,397
—
118,182
—
Total investment income
18,610,066
0.56
14,215,723
0.52
Operating expenses
Management fees
2,301,656
0.07
1,721,913
0.06
Incentive fees
2,686,475
0.08
1,650,930
0.06
Interest expense
812,852
0.02
407,701
0.02
Professional fees
505,545
0.02
198,217
0.01
Overhead allocation expense
249,141
0.01
161,553
0.01
Administration fees
179,500
0.01
132,715
—
Credit facility fees
738,087
0.02
132,083
—
Directors’ fees
67,750
—
60,250
—
Other expenses
327,936
0.01
227,781
0.01
Total operating expenses
7,868,942
0.24
4,693,143
0.17
Net investment income
10,741,124
0.32
9,522,580
0.35
Realized gain (loss) on investments
718,310
0.02
1,142,706
0.04
Net change in unrealized appreciation (depreciation) on investments
(1,228,382)
(0.04)
243,742
0.01
Net increase in net assets resulting from operations
$
10,231,052
0.30
$
10,909,028
0.40
(1) The basic per share figures noted above are based on weighted averages of 33,160,481 and 27,271,559 shares outstanding for the three months ended September 30, 2021 and 2020, respectively.
Investment Income
Our investment objective is to maximize total return to our stockholders primarily through current income on our loan portfolio, and secondarily through capital appreciation on our warrants and other equity positions. We intend to achieve our investment objective by investing in high growth-potential, private companies. We typically invest in senior secured and second lien secured loans that generally fall into two strategies: Sponsored Growth Lending and Non-Sponsored Growth Lending. Our Sponsored Growth Lending strategy also typically includes the receipt of warrants and/or other equity from venture-backed companies. We expect our investments in loans will generally range from between $5.0 million to $50.0 million, and the upper end of this range may increase as we raise additional capital.
We generate revenue in the form of interest on the debt securities that we hold and distributions and capital gains on other interests that we acquire in our portfolio companies. We expect that the debt we invest in will generally have stated terms of 36 to 60 months. Interest on debt securities is generally payable quarterly or semiannually, primarily based on a floating rate index, and subject to certain floors determined by market rates at the time the investment is made. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid interest generally will
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become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.
Included in investment income are non-recurring fees primarily comprised of early prepayment fees and unamortized original issue discounts recorded as interest income. Other non-recurring income consisting of amendment fees, legal fees, reimburseable income, and any other fee income for services rendered, if any, are recorded as other income when earned.
Investment income for the three months ended September 30, 2021 and 2020 was $18,610,066 and $14,215,723, respectively, and includes non-recurring income of $3,403,585 and $295,523, respectively. The increase in investment income for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 was primarily due to interest income and driven by our deployment of capital, increased invested balance, prepayments, and end-of-term payments, partially offset by falling market interest rates.
Operating Expenses
Our primary operating expenses include the payment of fees to RGC under the Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement, professional fees, and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including those relating to:
● fees and expenses related to public and private offerings;
● sales and repurchases of our securities;
● our pro-rata portion of fees and expenses related an initial public offering of the Public Fund in connection with a Spin-Off transaction;
● calculating our net asset value (including the cost and expenses of any independent valuation firm);
● fees and expenses payable to third parties, including agents, consultants or other advisers, in connection with monitoring financial and legal affairs for us and in providing administrative services, monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;
● interest payable on debt incurred to finance our investments;
● sales and purchases of our common stock and other securities;
● investment advisory and management fees;
● administration fees payable under the Administration Agreement;
● transfer agent and custodial fees;
● federal and state registration fees;
● all costs of registration and listing our securities on any securities exchange;
● U.S. federal, state and local taxes;
● independent directors’ fees and expenses;
● costs of preparing and filing reports or other documents required by the SEC, the Financial Industry Regulatory Authority or other regulators;
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● costs of any reports, proxy statements or other notices to stockholders, including printing costs;
● our allocable portion of any fidelity bond, directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;
● direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; and
● all other expenses incurred by us, our Administrator or RGC in connection with administering our business, including payments under the Administration Agreement based on our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our Chief Compliance Officer and Chief Financial Officer and their respective staffs.
Operating expenses for the three months ended September 30, 2021 and 2020 were $7,868,943 and $4,693,143, respectively. Operating expenses increased for the three months ended September 30, 2021 from the three months ended September 30, 2020 primarily due to an increase in incentive fees, management fees, credit facility fees, and interest expense due to an increase in leverage utilization. Operating expenses per share for the three months ended September 30, 2021 and 2020 were $0.24 per share and $0.17 per share, respectively.
Incentive Fees
Incentive fees for the three months ended September 30, 2021 and 2020 were $2,686,475 and $1,650,930, respectively, incurred primarily due to net investment income. Incentive fees increased for the three months ended September 30, 2021 from the three months ended September 30, 2020 primarily due to an increase in net investment income arising from prepayments. $2,171,245 of the incentive fees for the three months ended September 30, 2021 were earned, payable in cash, and included under Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2021. $515,230 of the incentive fees for the three months ended September 30, 2021 were deferred and accrued, and included in Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2021. $1,126,379 of the incentive fees for the three months ended September 30, 2020 were earned, payable in cash, and included under Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2020. $524,551 of the incentive fees for the three months ended September 30, 2020 were deferred and accrued, and included under Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2020. Incentive fees related to PIK or deferred interest are accrued and payment is deferred until such interest is collected in cash. Incentive fees per share for the three months ended September 30, 2021 and September 30, 2020 were $0.08 and $0.06 per share, respectively.
Net Investment Income
Net investment income for the three months ended September 30, 2021 and 2020 was $10,741,123 and $9,522,580, respectively. Net investment income increased for the three months ended September 30, 2021 from the three months ended September 30, 2020, primarily due to an increase in interest income resulting from an increase in the size of the investment portfolio and an increase in prepayments. Net investment income per share for the three months ended September 30, 2021 and 2020 was $0.32 per share and $0.35 per share, respectively.
Net Realized Gain (Loss) on Investments
The net realized gain on investments of $718,311 for the three months ended September 30, 2021 was primarily due to the gain on a portion of our investment in the common stock of Porch Group, Inc. and Ouster, Inc. and warrants of Brilliant Earth LLC. The net realized gain on investments of $1,142,706 for the three months ended September 30, 2020 was primarily due to the gain on our investment in the common stock of Hercules Capital Inc.
Net Change in Unrealized Appreciation (Depreciation) on Investments
Net change in unrealized depreciation on investments of $1,228,382 for the three months ended September 30, 2021 was primarily due to decreases in the fair value of our common stock in Ouster, Inc. and warrants in CareCloud, Inc. and Circadence Corporation and partially offset by an increase in the fair value of our senior secured loans in Mojix, Inc. The net change in unrealized
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appreciation on investments of $243,742 for the three months ended September 30, 2020 was primarily due to increases in the fair value of our senior secured loan to Brilliant Earth LLC and our investments in the warrants of MTBC, Inc. and Aspen Group, Inc. This was partially offset by decreases in the fair value of our senior secured loan to Pivot3, Inc. and our investment in the preferred stock of MTBC, Inc.
Net Increase in Net Assets Resulting from Operations
We had a net increase in net assets resulting from operations of $10,231,052 for the three months ended September 30, 2021, as compared to a net increase in net assets resulting from operations of $10,909,028 for the three months ended September 30, 2020. The net decrease in net assets resulting from operations for the three months ended September 30, 2021 from the three months ended September 30, 2020 was primarily due to a decrease in unrealized appreciation in our portfolio and an increase in operating expenses for the three months ended September 30, 2021.
Comparison of the Nine Months Ended September 30, 2021 and 2020
Nine Months Ended
Nine Months Ended
September 30, 2021
September 30, 2020
Per
Per
Total
Share (1)
Total
Share (1)
Investment income
Interest and dividend income
$
53,435,814
$
1.65
$
40,121,836
$
1.51
Other income
342,626
0.01
715,798
0.03
Total investment income
53,778,440
1.66
40,837,634
1.54
Operating expenses
Management fees
6,647,207
0.21
5,017,590
0.19
Incentive fees
6,498,482
0.20
4,871,906
0.18
Interest expense
2,302,582
0.07
595,195
0.02
Professional fees
1,151,610
0.04
919,390
0.04
Overhead allocation expense
655,260
0.02
507,536
0.02
Administration fees
420,360
0.01
378,395
0.01
Credit facility fees
1,447,288
0.04
510,805
0.02
Directors’ fees
201,750
—
188,250
0.01
Tax expense
41
—
1,319
—
Other expenses
890,530
0.03
807,240
0.03
Total operating expenses
20,215,110
0.62
13,797,626
0.52
Net investment income
33,563,330
1.04
27,040,008
1.02
Realized (loss) on investments
(4,076,766)
(0.13)
(5,370,702)
(0.20)
Net change in unrealized appreciation (depreciation) on investments
(3,172,841)
(0.10)
4,561,255
0.17
Net increase in net assets resulting from operations
$
26,313,723
0.81
$
26,230,561
0.99
(2) The basic per share figures noted above are based on weighted averages of 32,360,107 and 26,603,966 shares outstanding for the nine months ended September 30, 2021 and 2020, respectively.
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Investment Income
Investment income for the nine months ended September 30, 2021 and 2020 was $53,778,440 and $40,837,634, respectively, and includes non-recurring income of $6,972,631 and $3,143,988, respectively. The increase in investment income for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020 was primarily due to interest income and driven by our deployment of capital, increased invested balance, prepayments, and end-of-term payments, partially offset by falling market interest rates.
Operating Expenses
Operating expenses for the nine months ended September 30, 2021 and 2020 were $20,215,110 and $13,797,626, respectively. Operating expenses increased for the nine months ended September 30, 2021 from the nine months ended September 30, 2020 primarily due to an increase in incentive fees, management fees, credit facility fees, and interest expense due to an increase in leverage utilization. Operating expenses per share for the nine months ended September 30, 2021 and 2020 were $0.62 per share and $0.52 per share, respectively.
Incentive Fees
Incentive fees for the nine months ended September 30, 2021 and 2020 were $6,498,482 and $4,871,906, respectively, incurred primarily due to net investment income. Incentive fees increased for the nine months ended September 30, 2021 from the nine months ended September 30, 2020 primarily due to an increase in net investment income arising from prepayments. $5,140,115 of the incentive fees for the nine months ended September 30, 2021 were earned, payable in cash, and included under Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2021. $1,358,367 of the incentive fees for the nine months ended September 30, 2021 were deferred and accrued, and included in Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2021. $3,659,134 of the incentive fees for the nine months ended September 30, 2020 were earned, payable in cash, and included under Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2020. $1,212,772 of the incentive fees for the nine months ended September 30, 2020 were deferred and accrued, and included under Accrued incentive fees on the Statement of Assets and Liabilities as of September 30, 2020. Incentive fees related to PIK or deferred interest are accrued and payment is deferred until such interest is collected in cash. Incentive fees per share for the nine months ended September 30, 2021 and September 30, 2020 were $0.20 and $0.18 per share, respectively.
Net Investment Income
Net investment income for the nine months ended September 30, 2021 and 2020 was $33,563,330 and $27,040,008, respectively. Net investment income increased for the nine months ended September 30, 2021 from the nine months ended September 30, 2020, primarily due to an increase in interest income resulting from an increase in the size of the investment portfolio and an increase in prepayments. Net investment income per share for the nine months ended September 30, 2021 and 2020 was $1.04 per share and $1.02 per share, respectively.
Net Realized (Loss) on Investments
The net realized loss on investments of $4,076,766 for the nine months ended September 30, 2021 was primarily due to the loss on a portion of our investment in the preferred stock of CareCloud, Inc. The net realized loss on investments of $5,370,702 for the nine months ended September 30, 2020 was primarily due to the loss on our senior secured loan to Aginity, Inc.
Net Change in Unrealized Appreciation (Depreciation) on Investments
Net change in unrealized depreciation on investments of $3,172,841 for the nine months ended September 30, 2021 was primarily due to decreases in the fair value of our senior secured loans to Pivot3 Holdings, Inc. and our investment in the preferred stock of Pivot3 Holdings, Inc. This was partially offset by an increase in the fair value of our investment in the common stock of Ouster, Inc. and Brilliant Earth LLC. The net change in unrealized appreciation on investments of $4,561,255 for the nine months ended September 30, 2020 was primarily due to increases in the fair value of our investments in the warrants of MTBC, Inc. This was partially offset by decreases in the fair value of our senior secured loan to Pivot3, Inc. and our investment in the preferred stock of MTBC, Inc.
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Net Increase in Net Assets Resulting from Operations
We had a net increase in net assets resulting from operations of $26,313,723 for the nine months ended September 30, 2021, as compared to a net increase in net assets resulting from operations of $26,230,561 for the nine months ended September 30, 2020. The net increase in net assets resulting from operations for the nine months ended September 30, 2021 from the nine months ended September 30, 2020 was primarily due to an increase in interest income resulting from an increase in the size of the investment portfolio and an increase in prepayments.
Financial Condition, Liquidity and Capital Resources
We generate cash primarily from the net proceeds of the offering of our securities and cash flows from our operations, including investment sales and repayments as well as income earned on investments and cash equivalents. We may also fund a portion of our investments through borrowings under the Credit Facilities (discussed below). We expect that we may also generate cash from any financing arrangements we may enter into in the future and any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks and issuances of senior securities, which may be secured or unsecured, through registered offerings or private placements. Our primary use of funds is to make investments in eligible portfolio companies, pay our operating expenses and make distributions to holders of our common stock.
During the nine months ended September 30, 2021, cash and cash equivalents decreased to $936,503 from $14,886,246 as of December 31, 2020. This decrease was primarily the result of the purchase of investments in portfolio companies for $237,031,073 and U.S. Treasury Bills for $115,000,509 and was partially offset by the sales of investments in portfolio companies, the maturity of U.S. Treasuary Bills, the issuance of common stock, and net borrowings under the Credit Agreement.
Equity Activity
We have the authority to issue 100,000,000 shares of common stock, $0.01 par value per share.
On October 8, 2015, we issued 1,667 shares of our common stock to R. David Spreng, our President, Chief Executive Officer and Chairman of our Board of Directors, for an aggregate purchase price of $25,000. Additionally, as of September 31, 2021, we have
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issued 22,564 shares of our common stock to Runway Growth Holdings LLC, an affiliate of RGC. The remaining shares issued as of September 30, 2021 were issued in connection with our private offerings, or pursuant to our dividend reinvestment plan, as follows:
Shares
Price
Issuance Date
Issued
Per Share
Gross Proceeds
December 22, 2016
333,333
$
15.00
$
5,000,000
April 19, 2017
1,000,000
15.00
15,000,000
June 26, 2017
1,666,667
15.00
25,000,000
September 12, 2017
2,666,667
15.00
40,000,000
December 22, 2017
3,000,000
15.00
45,000,000
May 31, 2018 (1)
70,563
14.82
1,045,570
August 31, 2018 (1)
117,582
14.92
1,754,244
September 27, 2018
1,997,337
15.02
30,000,000
November 15, 2018 (1)
202,779
15.07
3,055,498
January 14, 2019
4,344,964
15.19
66,000,000
March 26, 2019 (1)
326,431
15.14
4,942,168
May 21, 2019 (1)
374,783
15.13
5,670,467
May 24, 2019
3,232,189
15.16
49,000,000
July 16, 2019 (1)
464,986
15.13
7,035,236
August 26, 2019 (1)
480,121
14.76
7,088,143
October 15, 2019
1,666,667
15.00
25,000,000
November 12, 2019 (1)
43,979
14.76
649,123
December 20, 2019
3,333,333
15.00
50,000,000
December 23, 2019 (1)
487,166
14.52
7,073,650
March 20, 2020 (1)
575,132
14.58
8,385,423
March 31, 2020
21,021
15.00
315,308
May 21, 2020 (1)
529,020
14.25
7,538,541
August 6, 2020 (1)
550,639
14.41
7,934,712
October 15, 2020
3,333,333
15.00
50,000,000
November 12, 2020 (1)
593,692
14.46
8,584,772
March 19, 2021 (1)
618,815
14.84
9,183,220
March 24, 2021
20,461
15.00
306,911
May 13, 2021 (1)
637,127
14.77
9,410,371
August 12, 2021 (1)
575,032
14.61
8,401,215
September 29, 2021
1,265,128
15.00
18,976,917
Total
34,528,947
$
517,351,489
(1)
Shares were issued as part of the dividend reinvestment plan.
For more information, see “Recent Developments.”
Contractual Obligations
At September 30, 2021, the Company had $165,345,185 in unfunded loan commitments to provide debt financing to twelve portfolio companies. The Company’s management believes that its available cash balances, availability under the Credit Agreement (as
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defined below) and/or ability to drawdown capital from investors provides sufficient funds to cover its unfunded commitments as of September 30, 2021.
Payments Due By Period
Less than
More than
Total
1 year
1–3 years
3–5 years
5 years
Reverse repurchase agreement (1)
$
59,699,461
$
59,699,461
$
—
$
—
$
—
Credit facilities (2)
80,000,000
80,000,000
—
—
—
Total
$
139,699,461
$
139,699,461
$
—
$
—
$
—
(1) Reverse repurchase agreement relates to the purchase of the U.S. Treasury Bill on margin. The reverse repurchase agreement purchased was subsequently repaid in October 2021.
(2) See “Note 10 – Credit Facilities” to our financial statements in Part I, Item 1 of this Form 10-Q for more information.
Borrowings
Credit Agreement
On May 31, 2019, we entered into a Credit Agreement, as subsequently amended (the “Credit Agreement”) by and among us, as borrower, KeyBank National Association, as administrative agent, syndication agent, and a lender, CIBC Bank USA (“CIBC”), as documentation agent and a lender, and U.S. Bank National Association, as paying agent. The Credit Agreement provides for borrowings up to a maximum aggregate principal amount of $100 million, subject to availability under a borrowing base that is determined by the number and value of eligible loan investments in the collateral, applicable advance rates and concentration limits, and certain of our cash and cash equivalent holdings. The Credit Agreement has an accordion feature that allows us to increase the aggregate commitments up to $200 million, subject to new or existing lenders agreeing to participate in the increase and other customary conditions. Borrowings under the Credit Agreement bear interest on a per annum basis equal to a three-month adjusted LIBOR rate (with a LIBOR floor of zero), plus an applicable margin rate that varies from 3.00% to 2.50% per annum depending on utilization and other factors. During the availability period, the applicable margin rate (i) is 3.00% per annum for interest periods during which the average utilization is less than 60% and (ii) varies from 3.00% to 2.50% per annum when the average utilization equals or exceeds 60% (with 3.00% applying when the eligible loans in the collateral consist of 9 or fewer unaffiliated obligors, 2.75% applying when the eligible loans consist of between 10 and 29 unaffiliated obligors, and 2.50% applying when the eligible loans consist of 30 or more unaffiliated obligors). During the amortization period, the applicable margin rate will be 3.00%. If certain eurodollar disruption events occur, then borrowings under the Credit Agreement will bear interest on a per annum basis equal to (i) a base rate instead of LIBOR that is set at the higher of (x) the federal funds rate plus 0.50% and (y) the prime rate, plus (ii) the applicable margin rate discussed above. Interest is payable quarterly in arrears. We also pay unused commitment fees of 0.50% per annum on the unused lender commitments under the Credit Agreement, as well as a minimum earnings fee of 3.00% that will be payable annually in arrears, starting on May 31, 2021, on the average unused commitments below 60% of the aggregate commitments during the preceding 12-month period. The availability period under the Credit Agreement expires on May 31, 2022 and is followed by a two-year amortization period. The stated maturity date under the Credit Agreement is May 31, 2024. The Credit Agreement is secured by a perfected first priority security interest in substantially all of our assets and portfolio investments.
During the fourth quarter of 2020, we amended the Credit Agreement and others to increase its size to $215 million, increase the accordion feature to $300 million, add additional lenders, implement a 0.50% LIBOR floor and benchmark replacement rate floor on borrowings under the Credit Agreement and modify certain pricing elements and other provisions. We also amended the fee letter (the “Fee Letter”) to revise the interest rate margin to be 3.00% for the remaining term of the Credit Agreement regardless of the Credit Agreement average utilization or the number of unaffiliated obligors on loans in the collateral
During the second quarter of 2021, we amended the Credit Agreement to: (i) allow the Company to incur permitted indebtedness without the prior written consent of Keybank National Association, as administrative agent, subject to the limitations described in the Credit Agreement; (ii) increase the accordion amount under the Credit Agreement from a $300 million maximum aggregate commitment amount to a $350 million maximum aggregate commitment amount; and (iii) amend certain other terms of the Credit Agreement. See "Note 10 -Credit Facilities" to our financial statements in Part I of this Form 10 Q for more information on the Credit Agreement and Credit Facilities.
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During the third quarter of 2021, we further amended the Fee Letter (the “Second Amended and Restated Fee Letter”) to amend the first payment date of the minimum earnings fee, which will be payable annually starting on May 31, 2022. Under the Second Amended and Restated Fee Letter, we the Company will also pay a supplemental fee on the 15th calendar day of each month beginning August 16, 2021 and ending July 15, 2022 in an aggregate amount equal to $66,367, which is paid pro rata to the lenders listed in Schedule A of the Second Amended and Restated Fee Letter.
During the nine months ended September 30, 2021, we drew down $100,000,000 on the Credit Agreement and repaid $119,000,000, of which $80,000,000 remains outstanding at September 30, 2021. At September 30, 2021, interest was accruing at a rate of 3.50%. During the year ended December 31, 2020, we drew down $200,500,000 on the Credit Agreement and repaid $162,500,000 of which $99,000,000 remained outstanding at December 31, 2020. At December 31, 2020, interest was accruing at a rate of 3.22%. See “Note 10 – Credit Facilities” to our financial statements in Part I, Item 1 of this Form 10-Q for more information on the Credit Agreement and Credit Facilities.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.
Distributions
To the extent that we have funds available, we intend to make quarterly distributions to our stockholders. Our stockholder distributions, if any, will be determined by our Board of Directors. Any distribution to our stockholders will be declared out of assets legally available for distribution. We anticipate that distributions will be paid from income primarily generated by interest and dividend income earned on investments made by us.
We maintain an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the dividend reinvestment plan so as to receive cash distributions.
Prior to our IPO, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of our common stock, as of the valuation date fixed by the Board of Directors for such dividend.
In connection with our IPO, we entered into our amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the Nasdaq Global Select Market on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share).
If shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend.
The number of shares to be issued to a participant in the dividend reinvestment plan are rounded downward to the nearest whole number to avoid the issuance of fractional shares, and any fractional share otherwise issuable to a participant but for this provision is instead be paid to such participant in cash contemporaneously with the issuance of such shares in connection with such cash dividend.
During the nine months ended September 30, 2021, we declared dividends in the amount of $34,597,684, of which $7,602,878 was distributed in cash and the remainder distributed in shares to stockholders pursuant to our dividend reinvestment plan. During the year ended December 31, 2020, we declared and paid dividends in the amount of $39,709,233, of which $7,265,784 was distributed in cash and the remainder distributed in shares to stockholders pursuant to our dividend reinvestment program.
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The timing and amount of our distributions, if any, will be determined by our Board of Directors and will be declared out of assets legally available for distribution. The following table shows the dividends per share declared since our formation through September 30, 2021.
Amount
Date Declared
Record Date
Payment Date
per Share
May 3, 2018
May 15, 2018
May 31, 2018
$
0.15
July 26, 2018
August 15, 2018
August 31, 2018
$
0.25
November 1, 2018
October 31, 2018
November 15, 2018
$
0.35
March 22, 2019
March 22, 2019
March 26, 2019
$
0.40
May 2, 2019
May 7, 2019
May 21, 2019
$
0.45
May 2, 2019
May 31, 2019
July 16, 2019
$
0.46
July 30, 2019
August 5, 2019
August 26, 2019
$
0.45
September 27, 2019
September 30, 2019
November 12, 2019
$
0.04
December 9, 2019
December 10, 2019
December 23, 2019
$
0.40
March 5, 2020
March 6, 2020
March 20, 2020
$
0.40
May 7, 2020
May 8, 2020
May 21, 2020
$
0.35
August 5, 2020
August 6, 2020
August 20, 2020
$
0.36
October 1, 2020
October 1, 2020
November 12, 2020
$
0.38
March 4, 2021
March 5, 2021
March 19, 2021
$
0.37
April 29, 2021
April 30, 2021
May 13, 2021
$
0.37
July 19, 2021
July 20, 2021
August 12, 2021
$
0.34
Critical Accounting Policies
Basis of Presentation
The preparation of the financial statements and related disclosures in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reports. Actual results could materially differ from those estimates. We believe that our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgments, include the valuation of investments and our election to be treated, and intent to qualify annually, as a RIC. See “Note 2 — Summary of Significant Accounting Policies” to our financial statements in Part I, Item 1 of this Form 10-Q, which describes our critical accounting policies and recently adopted accounting pronouncements not yet required to be adopted by us.
Valuation of Investments
We measure the value of our portfolio investments at fair value in accordance with ASC Topic 820, Fair Value Measurements (“ASC Topic 820”) issued by the FASB. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Audit Committee assists our Board of Directors in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, our Board of Directors, with the assistance of the Audit Committee, RGC and its senior investment team and independent valuation agents, is responsible for determining, in good faith, the fair value of such portfolio investments in accordance with the valuation policy approved by our Board of Directors. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. We consider a range of fair values based upon the valuation techniques utilized and select the value within that range that was most representative of fair value based on current market conditions as well as other factors RGC’s senior investment team considers relevant.
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Our Board of Directors makes this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:
● Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
● Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.
● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.
With respect to investments for which market quotations are not readily available, our Board of Directors undertakes a multi-step valuation process each quarter, as described below:
● Our quarterly valuation process begins with each portfolio company investment being initially valued by RGC’s investment professionals that are responsible for the portfolio investment;
● Preliminary valuation conclusions are then documented and discussed with RGC’s senior investment team;
● At least once annually, the valuation for each portfolio investment is reviewed by one or more independent valuation firms. Certain investments, however, may not be evaluated by the applicable independent valuation firm if the net asset value and other aspects of such investments in the aggregate do not exceed certain thresholds;
● The Audit Committee then reviews these preliminary valuations from RGC and the applicable independent valuation firm, if any, and makes a recommendation to our Board of Directors regarding such valuations; and
● Our Board of Directors reviews the recommended preliminary valuations and determines the fair value of each investment in our portfolio, in good faith, based on the input of RGC, the applicable independent valuation firm and the Audit Committee.
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Our investments are primarily loans made to high growth-potential companies focused in technology, life sciences, healthcare information and services, business services, select consumer services and products and other high-growth industries. These investments are considered Level 3 assets under ASC Topic 820 because there is no known or accessible market or market indices for these types of debt instruments and, thus, RGC’s senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.
Rule 2a-5 under the 1940 Act was adopted by the SEC in December 2020 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company is evaluating the impact of adopting Rule 2a-5 on the financial statements and intends to comply with the new rule’s requirements on or before the compliance date in September 2022.
Investment Valuation Techniques
Debt Investments. To determine the fair value of our debt investments, we compare the cost basis of the debt investment, which includes original issue discount, to the resulting fair value determined using a discounted cash flow model, unless another model is more appropriate based on the circumstances at the measurement date. The discounted cash flow approach entails analyzing the interest rate spreads for recently completed financing transactions that are similar in nature to our investments, in order to determine a comparable range of effective market interest rates for our investments. The range of interest rate spreads utilized is based on borrowers with similar credit profiles. All remaining expected cash flows of the investment are discounted using this range of interest rates to determine a range of fair values for the debt investment.
This valuation process includes, among other things, evaluating the underlying investment performance, the portfolio company’s current financial condition and ability to raise additional capital, as well as macro-economic events that may impact valuations. These events include, but are not limited to, current market yields and interest rate spreads of similar securities as of the measurement date. Significant increases or decreases in these unobservable inputs could result in a significantly higher or lower fair value measurement; however, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in these unobservable inputs; however, a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a signficiant increase or decrease in these unobservable inputs.
Under certain circumstances, we may use an alternative technique to value the debt investments to be acquired by us that better reflects the fair value of the investment, such as the price paid or realized in a recently completed transaction or a binding offer received in an arms-length transaction, the use of multiple probability-weighted cash flow models when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.
Warrants. Fair value of warrants is primarily determined using a Black Scholes option-pricing model. Privately held warrants and equity-related securities are valued based on an analysis of various factors including, but not limited to, the following:
● Underlying enterprise value of the issuer is estimated based on information available, including any information regarding the most recent rounds of issuer funding. Valuation techniques to determine enterprise value include market multiple approaches, income approaches or approaches that utilize recent rounds of financing and the portfolio company’s capital structure to determine enterprise value. Valuation techniques are also utilized to allocate the enterprise fair value of a portfolio company to the specific class of common or preferred stock exercisable in the warrant. Such techniques take into account the rights and preferences of the portfolio company’s securities, expected exit scenarios, and volatility associated with such outcomes to allocate the fair value to the specific class of stock held in the portfolio. Such techniques include Option Pricing Models, or “OPM,” including back-solve techniques, Probability Weighted Expected Return Models, or “PWERM,” and other techniques as determined to be appropriate.
● Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant. Significant increases (decreases) in this unobservable input could result in a significantly lower (higher) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input.
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● The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant. Significant increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input.
● Other adjustments, including a marketability discount on private company warrants, are estimated based on our judgment about the general industry environment. Significant increases (decreases) in this unobservable input could result in a significantly lower (higher) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input.
● Historical portfolio experience on cancellations and exercises of warrants are utilized as the basis for determining the estimated life of the warrants in each financial reporting period. Warrants may be exercised in the event of acquisitions, mergers or IPOs, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants. Significant increases (decreases) in this unobservable input could result in a significantly higher (lower) fair value, but a significantly higher or lower fair value measurement of any of the Company’s portfolio investments may occur regardless of whether there is a significant increase or decrease in this unobservable input.
Under certain circumstances we may use an alternative technique to value warrants that better reflects the warrants’ fair values, such as an expected settlement of a warrant in the near term, a model that incorporates a put feature associated with the warrant, or the price paid or realized in a recently completed transaction or binding offer received in an arms-length transaction. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option.
These valuation methodologies involve a significant degree of judgment. There is no single standard for determining the fair value of investments that do not have an active public market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined.
Equity Investments. The fair value of an equity investment in a privately held company is initially the face value of the amount invested. We adjust the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing subsequent to our investment. We may make adjustments to fair value, absent a new equity financing event, based upon positive or negative changes in a portfolio company’s financial or operational performance. We may also reference comparable transactions and/or secondary market transactions in connection with our determination of fair value. The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. These assets are recorded at fair value on a recurring basis. These valuation methodologies involve a significant degree of judgment. There is no single standard for determining the fair value of investments that do not have an active public market. Valuations of privately held investments are inherently uncertain, as they are based on estimates, and their values may fluctuate over time. The determination of fair value may differ materially from the values that would have been used if an active market for these investments existed. In some cases, the fair value of such investments is best expressed as a range of values derived utilizing different methodologies from which a fair value may then be determined.
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Fair Value
The Company’s assets measured at fair value on a recurring basis subject to the requirements of ASC Topic 820 at September 30, 2021 and December 31, 2020 were as follows:
As of September 30, 2021 (Unaudited)
Level 1
Level 2
Level 3
Total
Portfolio Investments
Common Stock
$
11,216,290
$
5,812,694
$
—
$
17,028,984
Corporate Bonds
—
—
—
—
Senior Secured Term Loans
—
—
531,605,724
531,605,724
Preferred Stock
15,889,998
—
1,077,615
16,967,613
Warrants
—
—
20,750,056
20,750,056
Total Portfolio Investments
27,106,288
5,812,694
553,433,395
586,352,377
U.S. Treasury Bill
60,000,660
—
—
60,000,660
Total Investments
$
87,106,948
$
5,812,694
$
553,433,395
$
646,353,037
As of December 31, 2020
Level 1
Level 2
Level 3
Total
Portfolio Investments
Common Stock
$
—
$
521,940
$
—
$
521,940
Corporate Bonds
—
333,453
—
333,453
Senior Secured Term Loans
—
—
501,964,657
501,964,657
Preferred Stock
13,230,000
1,429,600
1,336,268
15,995,868
Warrants
—
—
33,008,672
33,008,672
Total Portfolio Investments
13,230,000
2,284,993
536,309,597
551,824,590
U.S. Treasury Bill
70,002,060
—
—
70,002,060
Total Investments
$
83,232,060
$
2,284,993
$
536,309,597
$
621,826,650
Investment Transactions and Related Investment Income
Security transactions, if any, are recorded on a trade-date basis. We measure realized gains or losses from the repayment or sale of investments using the specific identification method. The amortized cost basis of investments represents the original cost adjusted for the accretion/amortization of discounts and premiums and upfront loan origination fees. We report changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments on the statement of operations.
Dividends are recorded on the applicable ex-dividend date. Interest income, if any, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. OID, principally representing the estimated fair value of detachable equity or warrants obtained in conjunction with our debt investments, loan origination fees, end of term payments, and market discount or premium are capitalized and accreted or amortized into interest income over the life of the respective security using the effective interest method. Loan origination fees received in connection with the closing of investments are reported as unearned income, which is included as amortized cost of the investment; the unearned income from such fees is accreted over the contractual life of the loan based on the effective interest method. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, end of term payments and unamortized market discounts are recorded as interest income.
Management and Incentive Fees
We accrue for base management fees and incentive fees. The accrual for incentive fees includes the recognition of incentive fees on unrealized capital gains, even though such incentive fees are neither earned nor payable to RGC until the gains are both realized and in excess of unrealized depreciation on investments. See “Note 7 – Related Party Agreements and Transactions” to our financial statements in Part I, Item 1 of this Form 10-Q for more information on the Advisory Agreement and the fee structure thereunder.
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Income Taxes
We have elected to be treated, have qualified and intend to qualify annually, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to U.S. federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its stockholders. So long as we qualify, and maintain our status, as a RIC, we generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our stockholders as dividends. Rather, any tax liability related to income earned by us represents obligations of our investors and will not be reflected in the financial statements of the Company. We intend to make sufficient distributions to maintain our RIC tax treatment each year and we do not anticipate paying any material U.S. federal income taxes in the future.
Recent Developments
We evaluated events subsequent to September 30, 2021 through November 4, 2021.
On October 18, 2021, Credit Sesame, Inc. prepaid its outstanding principal balance of $41,047,728. In addition, we received cash proceeds of $2,140,678 in conjunction with ETP, prepayment fees, and interest for total proceeds of $43,188,406.
On October 19, 2021, we entered into an amendment to the Credit Agreement to make certain immaterial clarifications to the terms of the Credit Agreement.
On October 25, 2021, we closed our IPO, issuing 6,850,000 shares of our common stock at a public offering price of $14.60 per share. Net of underwriting fees, we received total net cash proceeds of $94.0 million, before expenses. We have granted the underwriters an option to purchase up to an additional 1,027,500 shares of common stock from, at the public offering price, less the sales load payable by us, on or before November 19, 2021. Our common stock began trading on the Nasdaq Global Select Market under the symbol “RWAY” on October 21, 2021.
In connection with IPO, the Board approved an amended and restated dividend reinvestment plan (the “New DRIP”) which became effective on October 25, 2021, concurrent with the IPO. Pursuant to the New DRIP, among other changes, with respect to each cash dividend or distribution, the Board reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market for the accounts of Participants (as defined in the New DRIP). If newly issued shares are used to implement the New DRIP, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the distribution payable to such Participant by the market price per share of our common stock at the close of regular trading of the Nasdaq Global Select Market on the Payment Date (as defined in the New DRIP), or if no sale is reported for such day, the average of the reported bid and asked prices. However, if the market price per share on the Payment Date exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed net asset value per share). If shares are purchased in the open market to implement the New DRIP, the number of shares to be issued to a Participant shall be determined by dividing the dollar amount of the distribution payable to such Participant by the weighted average price per share for all shares of common stock purchased by the plan administrator in the open market in connection with the dividend or distribution.
On October 26, 2021, we funded an investment of $8,775,000 to Marley Spoon AG.
On October 28, 2021, we declared a dividend of $0.25 per share payable on November 22, 2021 to shareholders of record as of November 8, 2021.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.