Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
Index to Audited Financial Statements
Page
Report of Independent Registered Public Accounting Firm
80
Statements of Assets and Liabilities as of December 31, 2020 and 2019
81
Statements of Operations for the years ended December 31, 2020, 2019 and 2018
82
Statements of Changes in Net Assets for the years ended December 31, 2020, 2019 and 2018
83
Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
84
Schedules of Investments as of December 31, 2020 and 2019
85
Notes to Financial Statements
97
79
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Runway Growth Credit Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Runway Growth Credit Fund Inc. (the Company) as of December 31, 2020 and 2019, and the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2020, by correspondence with the custodians and portfolio companies and other appropriate procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the Company’s auditor since 2015.
Chicago, Illinois
March 11, 2021
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RUNWAY GROWTH CREDIT FUND INC.
Statements of Assets and Liabilities
December 31,
December 31,
2020
2019
Assets
Investments at fair value:
Non-control/non-affiliate investments at fair value (cost of $532,676,057 and $377,018,900, respectively)
$
541,978,736
$
368,016,276
Control/affiliate investments at fair value (cost of $13,911,494 and $0, respectively)
9,845,854
—
Investment in U.S. Treasury Bills at fair value (cost of $70,001,472 and $99,982,765, respectively)
70,002,060
99,965,423
Total investments at fair value (cost of $616,589,023 and $477,001,665, respectively)
621,826,650
467,981,699
Cash and cash equivalents
14,886,246
45,799,672
Accrued interest receivable
2,682,405
1,941,502
Other accounts receivable
359,000
403,566
Prepaid expenses
137,096
165,901
Total assets
639,891,397
516,292,340
Liabilities
Debt:
Credit facilities
99,000,000
61,000,000
Deferred credit facility fees (net of accumulated amortization of $383,873 and $129,290, respectively)
(1,583,230)
(978,907)
Total debt, less unamortized deferred financing costs
97,416,770
60,021,093
Reverse repurchase agreement
69,650,000
74,593,802
Accrued incentive fees
5,007,065
3,582,987
Due to affiliate
143,515
81,537
Interest payable
468,014
500,056
Accrued expenses and other liabilities
962,348
1,199,644
Total liabilities
173,647,712
139,979,119
Commitments and contingencies (Note 3)
Net assets
Common stock, $0.01 par value; 100,000,000 shares authorized; 31,414,051 and 25,811,214 shares issued and outstanding, respectively
314,140
258,112
Additional paid-in capital
466,872,304
384,369,854
Distributable (losses) earnings
(942,759)
(8,314,745)
Total net assets
$
466,243,685
$
376,313,221
Net asset value per share
$
14.84
$
14.58
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Statements of Operations
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2020
2019
2018
Investment income
From non-control/non-affiliate:
Interest income
$
51,591,420
$
53,015,168
$
19,446,270
Payment in-kind interest income
3,690,049
1,329,413
49,859
Other income
939,623
557,796
900,377
Interest income from U.S. Treasury Bills
17,223
106,374
69,338
Dividend income
1,354,714
—
290,210
Other income from non-investment sources
33,274
130,385
—
Total investment income
57,626,303
55,139,136
20,756,054
Operating expenses
Management fees
6,831,566
5,105,009
4,812,500
Incentive fees
7,260,656
8,349,449
1,411,324
Interest expense
1,064,150
1,186,466
532,732
Professional fees
1,156,550
975,688
700,019
Overhead allocation expense
677,958
855,889
454,337
Administration fee
515,891
490,022
209,761
Facility fees
735,674
478,731
—
Directors’ fees
248,500
222,154
208,000
Consulting fees
58,634
110,328
66,933
Tax expense
1,319
99,549
186,782
Insurance expense
105,192
96,296
96,062
General and administrative expenses
28,557
26,264
101,984
Other expenses
871,939
689,460
269,203
Total operating expenses
19,556,586
18,685,305
9,049,637
Net investment income
38,069,717
36,453,831
11,706,417
Realized and unrealized gain (loss) on investments
Realized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills
(5,347,409)
609,031
59,792
Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S. Treasury Bills
13,970,465
(9,416,462)
(8,693)
Net change in unrealized appreciation on control/affiliate investments
287,127
—
—
Net realized and unrealized gain (loss) on investments
8,910,183
(8,807,431)
51,099
Net increase in net assets resulting from operations
$
46,979,900
$
27,646,400
$
11,757,516
Net increase in net assets resulting from operations per common share
$
1.70
$
1.48
$
1.26
Net investment income per common share
$
1.38
$
1.95
$
1.26
Weighted-average shares outstanding
27,617,425
18,701,021
9,300,960
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Statements of Changes in Net Assets
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2020
2019
2018
Net increase in net assets from operations
Net investment income
$
38,069,717
$
36,453,831
$
11,706,417
Realized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills
(5,347,409)
609,031
59,792
Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S. Treasury Bills
13,970,465
(9,416,462)
(8,693)
Net change in unrealized appreciation on control/affiliate investments
287,127
—
—
Net increase in net assets resulting from operations
46,979,900
27,646,400
11,757,516
Distributions to stockholders from:
Dividends paid to stockholders
(39,709,233)
(40,651,334)
(7,283,810)
Total distributions to stockholders
(39,709,233)
(40,651,334)
(7,283,810)
Capital share transactions
Issuance of shares of common stock
50,315,308
190,000,000
30,000,000
Issuance of shares of common stock under dividend reinvestment plan
32,443,448
32,458,787
5,855,312
Offering costs
(98,959)
(510,027)
—
Net increase in net assets resulting from capital share transactions
82,659,797
221,948,760
35,855,312
Total increase in net assets
89,930,464
208,943,826
40,329,018
Net assets at beginning of period
376,313,221
167,369,395
127,040,377
Net assets at end of period
$
466,243,685
$
376,313,221
$
167,369,395
Capital share activity
Shares issued
5,602,837
14,754,619
2,388,261
Shares outstanding at beginning of period
25,811,214
11,056,595
8,668,334
Shares outstanding at end of period
31,414,051
25,811,214
11,056,595
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Statements of Cash Flows
Year Ended
Year Ended
Year Ended
2020
2019
2018
Cash flows from operating activities
Net increase in net assets resulting from operations
$
46,979,900
$
27,646,400
$
11,757,516
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of investments
(272,532,493)
(241,669,802)
(168,111,471)
Purchases of U.S. Treasury Bills
(276,000,012)
(315,836,640)
(270,444,962)
Payment in-kind interest
(3,690,049)
(1,329,413)
—
Sales or repayments of investments
110,559,763
102,938,909
16,752,528
Sales or maturities of U.S. Treasury Bills
279,984,131
295,955,273
262,989,682
Proceeds from U.S. Treasury Bills sold short
25,999,624
—
—
Realized (gain) loss on investments, including U.S. Treasury Bills
5,347,409
(609,031)
(59,792)
Net change in unrealized (appreciation) depreciation on investments, including U.S. Treasury Bills
(14,257,592)
9,416,462
8,693
Amortization of fixed income premiums or accretion of discounts
(9,255,732)
(13,021,775)
(4,621,487)
Amortization of deferred credit facility fees
225,286
236,981
82,648
Changes in operating assets and liabilities:
Accrued interest receivable
(740,903)
(720,008)
(890,568)
Other accounts receivable
44,569
20,231
(16,006)
Prepaid expenses
28,805
(45,837)
(23,615)
Payable for securities purchased
—
(80,699)
(18,915,011)
Deferred revenue
—
(100,000)
100,000
Accrued incentive fees
1,424,078
2,511,421
1,071,566
Due to portfolio company
—
—
(3,000,000)
Due to affiliate
61,978
(35,160)
104,743
Interest payable
(32,042)
336,075
163,981
Accrued expenses and other liabilities
(237,299)
810,976
121,000
Net cash provided by (used in) operating activities
(106,090,579)
(133,575,637)
(172,930,555)
Cash flows from financing activities
Deferred offering costs
—
102,865
(102,865)
Deferred credit facility fees
(829,609)
(1,086,129)
(212,407)
Borrowings under credit facilities
200,500,000
162,250,000
74,500,000
Repayments under credit facilities
(162,500,000)
(160,750,000)
(15,000,000)
Proceeds from reverse repurchase agreements
248,749,477
289,385,422
79,560,129
Repayments of reverse repurchase agreements
(253,693,279)
(294,351,749)
—
Dividends paid to stockholders
(7,265,785)
(8,192,547)
(1,428,498)
Offering costs
(98,959)
(510,027)
—
Net cash received from common stock issued
50,315,308
190,000,000
30,000,000
Net cash provided by (used in) financing activities
75,177,153
176,847,835
167,316,359
Net increase (decrease) in cash
(30,913,426)
43,272,198
(5,614,196)
Cash and cash equivalents at beginning of period
45,799,672
2,527,474
8,141,670
Cash and cash equivalents at end of period
$
14,886,246
$
45,799,672
$
2,527,474
Supplemental and non-cash financing cash flow information:
Taxes paid
$
99,549
$
183,510
$
3,272
Interest paid
1,096,192
850,391
368,751
Non-cash portfolio purchases
23,959,450
—
—
Non-cash dividend reinvestments
32,443,448
32,458,787
5,855,312
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments
December 31, 2020
% of
Acquisition
Principal/
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Fair Value (2),(9)
Assets
Control/affiliate investments (15)
Senior Secured Term Loans (14)
Mojix, Inc.
Application Software
Tranche I: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)
5/16/2017
$
6,519,240
$
6,502,036
$
4,913,150
1.05
%
Tranche II: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)
8/3/2017
2,173,080
2,170,069
1,637,717
0.35
Tranche III: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)
7/6/2018
542,721
543,783
409,016
0.09
Tranche IV: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)
9/5/2018
541,964
542,215
408,445
0.09
Tranche V: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 5/15/2021 (4)
1/28/2019
1,079,293
1,073,081
813,382
0.17
Tranche VI: LIBOR+12.00% PIK, 12.00% floor, 5% ETP, due 9/30/2020 (4)
12/18/2019
1,034,143
1,034,143
779,370
0.17
Total Senior Secured Term Loans
11,865,327
8,961,080
1.92
Preferred Stocks
Mojix, Inc.
Application Software
Series A-1 Preferred Stock (8)
12/14/2020
67,114,092
800,000
884,774
0.19
Warrants (8)
Mojix, Inc.
Application Software
Warrant for Common Stock, exercise price $1.286/share, expires 12/13/2030
12/14/2020
2,349
119,320
—
—
Warrant for Common Stock, exercise price $2.1286/share, expires 12/13/2030
12/14/2020
5,873
298,325
—
—
Warrant for Common Stock, exercise price $5.57338/share, expires 12/13/2030
12/14/2020
394,733
828,522
—
—
Total Warrants
1,246,167
—
—
Total Control/affiliate investments
13,911,494
9,845,854
2.11
Non-control/non-affiliate investments
Corporate Bond
TriplePoint Venture Growth BDC Corp.
Specialty Finance
Bonds, 5.75% Interest rate, due 7/15/2022 (3)
3/23/2020
13,227
253,095
333,453
0.07
Senior Secured Term Loans (14)
Aria Systems, Inc.
Application Software
Tranche I: LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021
6/29/2018
25,000,000
25,573,394
26,487,949
5.68
Tranche II: LIBOR+9.00%, 11.35% floor, 4.50% ETP, due 12/15/2021
3/31/2020
2,500,000
2,546,484
2,648,795
0.57
Brilliant Earth, LLC
Internet Retail
Tranche I: LIBOR+8.25%, 9.25% floor, 4.50% ETP, due 10/15/2023
9/30/2019
35,000,000
34,722,601
34,722,601
7.45
Tranche II: LIBOR+8.25%, 9.25% floor, 0.75% ETP, due 10/15/2023
12/17/2020
30,000,000
29,733,181
29,758,229
6.38
Circadence Corporation
Application Software
LIBOR+9.50%, 12.00% floor, 7.50% ETP, due 12/15/2022
12/20/2018
17,400,000
16,348,200
15,598,546
3.35
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2020
% of
Acquisition
Principal/
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Fair Value (2),(9)
Assets
Non-control/non-affiliate investments (continued)
Senior Secured Term Loans (14) (continued)
CloudPassage, Inc.
Data Processing & Outsourced Services
LIBOR+7.50%, 1.00% PIK, 10.00% floor, 2.75% ETP, due 6/13/2023 (4)
6/13/2019
$
7,615,625
$
7,540,959
$
7,447,536
1.60
%
CloudPay Solutions Ltd.
Human Resource & Employment Services
LIBOR+9.50%, 1.25% PIK, 11.25% floor, 3.00% ETP, due 12/15/2023 (3),(4),(12)
6/30/2020
25,146,185
24,772,553
24,772,553
5.31
Credit Sesame, Inc.
Specialized Consumer Services
Tranche I: LIBOR+8.35%, 10.25% floor, 2.50% ETP, due 12/15/2023
1/7/2020
35,000,000
34,693,762
34,531,361
7.41
Tranche II: LIBOR+8.35% , 2.00% PIK on overadvance, 10.25% floor, due 5/15/2023 (4)
1/7/2020
9,489,736
9,489,736
9,362,671
2.01
Dtex Systems, Inc.
Application Software
LIBOR+9.15%, 11.50% floor, 5.13% ETP, due 11/15/2021
6/1/2018
5,872,257
6,177,307
6,180,487
1.33
Echo 360 Holdings, Inc.
Education Services
Tranche I: LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023
5/3/2019
14,000,000
14,078,320
14,324,161
3.07
Tranche II: LIBOR+9.25%, 12.05% floor, 4.00% ETP, due 5/3/2023
5/3/2019
3,000,000
3,029,295
3,069,463
0.66
FiscalNote, Inc.
Application Software
LIBOR+9.25%, 9.75% floor, 5.00% ETP, due 8/21/2023
10/19/2020
45,000,000
44,330,193
44,330,193
9.51
Gynesonics, Inc.
Health Care Technology
LIBOR+8.75%, 9.25% floor, 3.50% ETP, due 12/1/2025
12/1/2020
30,000,000
29,156,536
29,156,536
6.25
INRIX, Inc.
Internet Software and Services
Tranche I: LIBOR+8.00%, 10.50% floor, 2.50% ETP, due 7/15/2023
7/26/2019
20,000,000
19,899,836
19,817,189
4.25
Tranche II: LIBOR+8.00%, 10.50% floor, 2.50% ETP, due 7/15/2023
7/26/2019
10,000,000
9,825,946
9,908,594
2.13
Longtail Ad Solutions, Inc. (dba JW Player)
Internet Software and Services
LIBOR+8.75%, 10.75% floor, 3.00% ETP, due 6/15/2023
12/12/2019
30,000,000
30,054,163
30,270,499
6.49
Massdrop, Inc.
Computer & Electronics Retail
LIBOR+8.25%, 10.65% floor, 4.00% ETP, due 1/15/2023
7/22/2019
18,474,451
18,597,407
18,405,948
3.95
Mingle Healthcare Solutions, Inc.
Health Care Technology
LIBOR+9.50%, 11.75% floor, 10.00% ETP, due 8/15/2022
8/15/2018
4,416,667
4,683,180
4,646,930
1.00
3DNA Corp. (dba NationBuilder)
Application Software
Tranche I: LIBOR+9.00%, 11.50% floor, 5.50% ETP, due 4/15/2023
12/28/2018
7,000,000
7,160,591
7,079,561
1.52
Tranche II: LIBOR+9.00%, 11.50% floor, 5.50% ETP, due 4/15/2023
6/12/2019
500,000
512,117
505,683
0.11
Ouster, Inc.
Technology Hardware, Storage & Peripherals
LIBOR+8.50%, 10.75% floor, 5% ETP, due 11/15/2021
11/27/2018
7,000,000
7,134,750
7,234,515
1.55
Pivot3, Inc.
Data Processing & Outsourced Services
Tranche I: LIBOR+8.50% PIK, 11.00% floor, 4.00% ETP, due 11/15/2022 (4)
5/13/2019
21,345,001
21,609,825
19,864,282
4.26
Tranche II: LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 (4)
10/2/2020
1,022,772
1,022,772
951,822
0.20
Tranche III: LIBOR+8.50% PIK, 11.00% floor, due 11/15/2022 (4)
10/2/2020
1,000,000
1,000,000
930,629
0.20
Porch Group, Inc.
Application Software
LIBOR+8.50%, 2.00% PIK, 9.05% floor, 3.50% ETP, due 7/22/2024 (4)
7/22/2020
40,327,734
40,206,479
40,206,479
8.62
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2020
% of
Acquisition
Principal/
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Fair Value (2),(9)
Assets
Non-control/non-affiliate investments (continued)
Senior Secured Term Loans (14) (continued)
ShareThis, Inc.
Data Processing & Outsourced Services
Tranche I: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022
12/3/2018
$
19,250,000
$
18,850,776
$
18,850,776
4.04
%
Tranche II: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022
1/7/2019
750,000
730,458
730,457
0.16
Tranche III: LIBOR+9.25%, 11.60% floor, 3.00% ETP, due 12/31/2022
7/24/2019
1,000,000
965,131
965,131
0.21
Tranche IV: LIBOR+8.25%, 10.60% floor, 3.00% ETP, due 12/31/2022
8/18/2020
1,000,000
997,975
997,975
0.21
The Kairn Corporation
Application Software
Tranche I: LIBOR+9.50% PIK, 10.81% floor, due 12/15/2022 (4)
3/24/2020
788,143
788,143
788,143
0.17
Tranche II: Fixed 6.50% PIK, due 3/9/2027 (4)
3/9/2020
4,187,932
4,187,932
4,187,933
0.90
VERO Biotech LLC
Health Care Technology
LIBOR+9.05%, 9.55% floor, 3.00% ETP, due 12/1/2024
12/29/2020
25,000,000
24,269,950
24,269,950
5.21
Total Senior Secured Term Loans
494,689,952
493,003,577
105.74
Preferred Stocks
Aria Systems, Inc.
Application Software
Series G Preferred Stock (8)
7/10/2018
289,419
250,000
451,494
0.10
MTBC, Inc.
Health Care Technology
11% Series A Cumulative Redeemable Perpetual Preferred Stock (16),(17)
1/8/2020
760,000
18,687,450
14,659,600
3.14
Total Preferred Stocks
18,937,450
15,111,094
3.24
Common Stocks (8)
Porch Group, Inc.
Application Software
Common Stock (16)
12/23/2020
38,079
118,100
521,940
0.11
zSpace, Inc.
Technology Hardware, Storage & Peripherals
Common Stock
12/31/2020
6,078,499
1,119,096
—
—
Total Common Stocks
1,237,196
521,940
0.11
Warrants (8)
AllClear ID, Inc.
Specialized Consumer Services
Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027
9/1/2017
870,514
1,749,733
980,199
0.21
Aria Systems, Inc.
Application Software
Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028
6/29/2018
2,170,641
770,578
2,772,147
0.59
Aspen Group Inc.
Education Services
Warrant for Common Stock, exercise price $6.87/share, expires 7/25/2022
7/25/2017
224,174
583,301
1,217,000
0.26
Brilliant Earth, LLC
Internet Retail
Warrant for Class P Units, exercise price $5.25/share, expires 9/30/2029
9/30/2019
333,333
973,000
1,380,000
0.30
Warrant for Class P Units, exercise price $10.00/share, expires 12/17/2030
12/17/2020
25,000
25,500
25,500
0.01
See notes to financial statements.
87
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2020
% of
Acquisition
Principal/
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Fair Value (2),(9)
Assets
Non-control/non-affiliate investments (continued)
Warrants (8) (continued)
Circadence Corporation
Application Software
Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 12/20/2028
12/20/2018
1,538,462
$
3,630,000
$
3,083,703
0.66
%
Warrant for Series A-6 Preferred Stock, exercise price $1.17/share, expires 10/31/2029
10/31/2019
384,615
845,540
770,926
0.17
CloudPassage, Inc.
Data Processing & Outsourced Services
Warrant for Series D-1 Preferred Stock, exercise price $1.60/share, expires 6/13/2029
6/13/2019
210,938
273,798
116,135
0.02
CloudPay Solutions Ltd.
Human Resource & Employment Services
Warrant for Series B Preferred Stock, exercise price $66.53/share, expires 6/30/2030 (3),(12)
6/30/2020
11,273
217,500
298,697
0.06
Credit Sesame, Inc.
Specialized Consumer Services
Warrant for Common Stock, exercise price $0.01/share, expires 1/7/2030
1/7/2020
191,601
424,800
596,167
0.13
Dejero Labs Inc.
System Software
Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(7)
5/31/2019
333,621
192,499
264,160
0.06
Dtex Systems, Inc.
Application Software
Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 6/1/2025
6/1/2018
500,000
59,000
297,136
0.06
Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 7/11/2026
7/11/2019
833,333
114,719
495,226
0.11
Echo 360 Holdings, Inc.
Education Services
Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029
5/3/2019
1,066,767
299,762
629,630
0.14
FiscalNote, Inc.
Application Software
Warrant for Common Stock, exercise price $0.01/share, expires 10/19/2030
10/19/2020
194,673
438,014
409,996
0.09
Gynesonics, Inc.
Health Care Technology
Success fee, expires 12/1/2027 (13)
12/1/2020
—
498,900
506,293
0.11
INRIX, Inc.
Internet Software and Services
Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029
7/26/2019
150,804
522,083
504,439
0.11
Longtail Ad Solutions, Inc. (dba JW Player)
Internet Software and Services
Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029
12/12/2019
322,997
38,800
304,264
0.07
Massdrop, Inc.
Computer & Electronics Retail
Warrant for Series B Preferred Stock, exercise price $1.1938/share, expires 7/22/2019
7/22/2019
848,093
183,188
276,478
0.06
Mingle Healthcare Solutions, Inc.
Health Care Technology
Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028
8/15/2018
1,625,000
492,375
—
—
MTBC, Inc.
Health Care Technology
Warrant for Common Stock, exercise price $7.50/share, expires 1/8/2022
1/8/2020
1,000,000
435,000
3,195,000
0.69
Warrant for Common Stock, exercise price $10.00/share, expires 1/8/2023
1/8/2020
1,000,000
837,000
2,492,000
0.53
3DNA Corp. (dba NationBuilder)
Application Software
Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028
12/28/2018
273,164
104,138
66,341
0.01
Ouster, Inc.
Technology Hardware, Storage & Peripherals
Warrant for Series B Preferred Stock, exercise price $0.3323/share, expires 11/27/2028
11/27/2018
1,805,597
103,010
9,901,935
2.12
Pivot3, Inc.
Data Processing & Outsourced Services
Warrant for Series D Preferred Stock, exercise price $0.59/share, expires 5/13/2029
5/13/2019
2,033,898
216,610
—
—
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2020
% of
Acquisition
Principal/
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Fair Value (2),(9)
Assets
Non-control/non-affiliate investments (continued)
Warrants (8) (continued)
Porch Group, Inc.
Application Software
Earnout, expires 12/23/2023 (13)
12/23/2020
—
$
—
$
—
—
%
RealWear, Inc.
Technology Hardware, Storage & Peripherals
Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 10/5/2028
10/5/2018
112,451
135,841
—
—
Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 12/28/2028
12/28/2018
22,491
25,248
—
—
Warrant for Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029
6/27/2019
123,894
380,850
—
—
Scale Computing, Inc.
System Software
Warrant for Common Stock, exercise price $0.8031/share, expires 3/29/2029
3/29/2019
9,665,667
345,816
—
—
SendtoNews Video, Inc.
Advertising
Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(7)
6/30/2017
191,500
246,461
30,000
0.01
ShareThis, Inc.
Data Processing & Outsourced Services
Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028
12/3/2018
647,615
2,162,000
2,162,000
0.46
The Kairn Corporation
Application Software
Warrant for Common Stock, exercise price $0.01/share, expires 3/9/2030
3/9/2020
81,177
—
—
—
VERO Biotech LLC
Health Care Technology
Success fee, expires 12/29/2025 (13)
12/29/2020
—
233,300
233,300
0.05
Total Warrants
17,558,364
33,008,672
7.08
Total non-control/non-affiliate investments
532,676,057
541,978,736
116.24
U.S. Treasury
U.S. Treasury Bill, 0.40%, due 01/12/2021 (10)
12/30/2020
70,000,000
70,001,472
70,002,060
15.01
Total Investments
$
616,589,023
$
621,826,650
133.37
%
(1)
Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates, as applicable. Unless otherwise indicated, all of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to the 3-Month London Interbank Offered Rate (“LIBOR”) or the U.S. Prime Rate. At December 31, 2020, the 3-Month LIBOR was 0.24% and the U.S. Prime Rate was 3.25%.
(2)
All investments in portfolio companies, which as of December 31, 2020 represented 118.36% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors.
(3)
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 10.68% of total investments at fair value as of December 31, 2020. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a) of the 1940 Act.
(4)
Represents a PIK security. PIK interest will be accrued and paid at maturity.
(5)
All investments are valued using unobservable inputs, except Corporate Bonds and U.S. Treasury Bills, which are valued using observable inputs.
(6)
All investments are domiciled in the United States, unless otherwise noted.
(7)
Investment is domiciled in Canada.
(8)
Investments are non-income producing.
(9)
Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. See Note 3 for additional detail.
See notes to financial statements.
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Schedule of Investments – (continued)
December 31, 2020
(10)
Treasury bills with $70,000,000 in aggregate of par value were purchased pursuant to a 0.40% reverse repurchase agreement with Goldman Sachs, dated December 30, 2020 and due to the Company on January 12, 2021, with a repurchase price to the Company of $69,650,000, collateralized by a 0.40% U.S. Treasury Bill due January 12, 2021 with an aggregate par value of $70,000,000 and fair value of $70,002,060
(11)
Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount.
(12)
Investment is domiciled in the United Kingdom.
(13)
Investment is either a cash success fee payable or earnout of shares based on the consummation of certain trigger events.
(14)
The Credit Agreement (as defined in Note 10) is secured by a perfected first priority security interest in each of the Company’s senior secured term loan investments, except for the Mojix, Inc. Pivot3, Inc., and The Kairn Corporation senior secured term loans.
(15)
Control investment as defined under the 1940 Act in which the Company owns at least 25% of the investment’s voting securities or has greater than 50% representation on its board.
(16)
Investment is publicly traded and listed on NASDAQ.
(17)
260,000 shares of MTBC, Inc. preferred stock with a fair value of $1,429,600 have restrictions on the sale of the shares due to escrow claims, and such fair value is considered a Level 2 fair value measurement under the fair value hierarchy.
The following tables show the fair value of our portfolio of investments (excluding any U.S. Treasury Bills held) by geographic region and industry as of December 31, 2020:
December 31, 2020
Investments at
Percentage of
Geographic Region
Fair Value
Net Assets
Western United States
$
294,585,551
63.18
%
Northeastern United States
113,684,806
24.38
Northwestern United States
70,958,641
15.22
United Kingdom
25,071,250
5.38
Southeastern United States
24,503,250
5.26
South Central United States
22,726,932
4.87
Canada
294,160
0.06
Total
$
551,824,590
118.36
%
December 31, 2020
Investments at
Percentage of
Industry
Fair Value
Net Assets
Application Software
$
166,728,532
35.76
%
Healthcare Technology
79,159,609
16.98
Internet Retail
65,886,330
14.13
Internet Software & Services
60,804,985
13.04
Data Processing & Outsourced Services
53,016,743
11.37
Specialized Consumer Services
45,470,398
9.75
Human Resource & Employment Services
25,071,250
5.38
Education Services
19,240,254
4.13
Computer & Electronics Retail
18,682,426
4.01
Technology Hardware, Storage & Peripherals
17,136,450
3.68
Specialty Finance
333,453
0.07
System Software
264,160
0.06
Advertising
30,000
0.01
Total
$
551,824,590
118.36
%
See notes to financial statements.
90
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments
December 31, 2019
% of
Acquisition
Principal/
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Fair Value (2)
Assets
Non-control/non-affiliate investments
Senior Secured Term Loans
Aginity, Inc.
Application Software
Tranche I: LIBOR+10.5% PIK, 11.50% floor, 5% ETP, due 2/15/2020 (4),(8),(12)
5/25/2018
$
7,386,026
$
7,232,349
$
2,511,589
0.67
%
Tranche II: LIBOR+10.5% PIK, 11.50% floor, Extension line, due 2/15/2020 (4),(8),(12)
7/25/2019
2,000,000
2,000,000
1,800,000
0.48
Aria Systems, Inc.
Application Software
LIBOR+9.0%, 11.35% floor, 4.5% ETP, due 12/15/2021
6/29/2018
25,000,000
25,016,698
24,863,442
6.61
Brilliant Earth, LLC
Internet Retail
LIBOR+8.25%, 10.40% floor, 4.5% ETP, due 4/15/2023
9/30/2019
35,000,000
33,795,605
33,795,605
8.98
CareCloud Corporation
Healthcare Technology
Prime+7.0%, 11.75% floor, 3.5% ETP, due 6/15/2022
6/19/2018
25,000,000
24,994,734
23,320,627
6.20
Circadence Corporation
Application Software
LIBOR+9.50%, 12.0% floor, 6% ETP, due 12/15/2022
12/20/2018
18,000,000
15,038,641
15,485,065
4.11
CloudPassage, Inc.
Data Processing & Outsourced Services
LIBOR+7.50%, 1% PIK, 10.00% floor, 2.75% ETP, due 6/13/2023 (4)
6/13/2019
7,538,624
7,280,486
7,280,486
1.93
Dejero Labs Inc.
Data Processing & Outsourced Services
LIBOR+9.25%, 11.75% floor, 4.5% ETP, due 5/31/2023 (3),(7)
5/31/2019
11,000,000
10,797,612
10,797,612
2.87
Dtex Systems, Inc.
Application Software
LIBOR+10.65% PIK, 13% floor, 4.875% ETP, due 11/15/2021
6/1/2018
8,130,147
8,233,588
8,436,559
2.24
Echo 360 Holdings, Inc.
Education Services
Tranche I: LIBOR+9.25%, 12.05% floor, 4.0% ETP, due 5/3/2023
5/3/2019
14,000,000
13,773,561
13,773,561
3.66
Tranche II: LIBOR+9.25%, 12.05% floor, 4.0% ETP, due 5/3/2023
5/3/2019
3,000,000
2,973,193
2,970,709
0.79
eSilicon Corporation
Semiconductors
Tranche I: LIBOR+10.50%, 13% floor, 5% ETP, due 7/15/2020
7/31/2017
2,916,667
3,323,305
3,442,998
0.91
Tranche II: LIBOR+10.50%, 13% floor, 5% ETP, due 1/15/2021
2/8/2018
2,708,333
2,886,855
2,982,784
0.79
Tranche III: LIBOR+10.50%, 13% floor, 5% ETP, due 6/15/2020
6/21/2019
10,000,000
10,177,163
11,063,021
2.94
Tranche IV: Prime+2.75%, Revolving line, due 6/15/2020
6/21/2019
11,000,000
11,000,000
10,590,278
2.81
INRIX, Inc.
Internet Software and Services
Tranche I: LIBOR+8.0%, 10.5% floor, 2.5% ETP, due 7/15/2023
7/26/2019
20,000,000
19,600,991
19,600,991
5.21
Tranche II: LIBOR+8.0%, 10.5% floor, 2.5% ETP, due 7/15/2023
7/26/2019
5,000,000
4,703,249
4,703,249
1.25
Longtail Ad Solutions, Inc. (dba JW Player)
Internet Software and Services
LIBOR+8.75%. 10.75% Floor, 3% ETP, due 6/15/2023
12/12/2019
25,000,000
24,655,194
24,655,194
6.55
Massdrop Inc.
Computer & Electronics Retail
LIBOR+8.25%, 10.65% floor, 4% ETP, due 1/15/2023
7/22/2019
17,500,000
17,220,865
17,220,865
4.58
MingleHealth Care Solutions, Inc.
Healthcare Technology
LIBOR+9.5%, 11.75% floor, 4% ETP, due 8/15/2022 (12)
8/15/2019
6,000,000
5,783,543
5,417,339
1.44
See notes to financial statements.
91
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2019
% of
Acquisition
Principal/
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Fair Value (2)
Assets
Non-control/non-affiliate investments (continued)
Senior Secured Term Loans (continued)
Mojix, Inc.
Application Software
Tranche I: LIBOR+12% PIK, 11.00% floor, 5% ETP, due 5/15/2021
5/16/2017
$
6,296,833
$
6,191,982
$
4,726,334
1.26
%
Tranche II: LIBOR+12% PIK, 11.00% floor, 5% ETP, due 5/15/2021
8/3/2017
2,098,944
2,067,505
1,575,445
0.42
Tranche III: LIBOR+12% PIK, 11.00% floor, 5% ETP, due 5/15/2021
7/6/2018
524,206
518,684
393,914
0.10
Tranche IV: LIBOR+12% PIK, 11.00% floor, 5% ETP, due 5/15/2021
9/5/2018
523,474
516,902
392,469
0.10
Tranche V: LIBOR+12% PIK, 11.00% floor, 5% ETP, due 5/15/2021
1/28/2019
1,042,472
1,020,642
782,463
0.21
Tranche VI: LIBOR+12% PIK, 11.00% floor, due 1/31/2020
12/18/2019
1,000,000
1,000,000
1,000,000
0.27
3DNA Corp.(dba NationBuilder)
Application Software
Tranche I: LIBOR+9.00%, 11.50% floor, 5% ETP, due 4/28/2022
12/28/2018
7,000,000
7,016,888
6,942,703
1.84
Tranche II: LIBOR+9.00%, 11.50% floor, 5% ETP, due 4/28/2022
6/12/2019
500,000
502,374
497,063
0.13
Ouster, Inc.
Technology Hardware, Storage & Peripherals
LIBOR+8.50%, 10.75% floor, 3.50% ETP, due 5/15/2021
11/27/2018
10,000,000
10,007,056
10,007,056
2.66
Pivot3, Inc.
Data Processing & Outsourced Services
LIBOR+8.50%, 11.00% floor, 4% ETP, due 11/15/2022
5/13/2019
20,000,000
19,863,175
19,728,122
5.24
RealWear, Inc.
Technology Hardware, Storage & Peripherals
LIBOR+8%, 10.35% floor, 5% ETP, due 6/28/2023
6/28/2018
25,000,000
24,653,512
24,653,512
6.55
Scale Computing, Inc.
System Software
LIBOR+9.25%, 11.75% floor, 4.5% ETP, due 9/15/2022
3/29/2019
15,000,000
14,798,210
14,418,842
3.83
ShareThis, Inc.
Data Processing & Outsourced Services
Tranche I: LIBOR+9.25%, 11.60% floor, 5% ETP, due 6/15/2022
12/3/2018
19,250,000
18,123,758
18,123,758
4.82
Tranche II: LIBOR+9.25%, 11.60% floor, 5% ETP, due 6/15/2022
1/17/2019
750,000
699,312
699,312
0.19
Tranche III: LIBOR+9.25%, 11.60% floor, 5% ETP, due 6/15/2022
7/24/2019
1,000,000
917,457
917,457
0.25
Total Senior Secured Term Loans
358,385,089
349,570,424
92.89
Preferred Stock (8)
Aria Systems, Inc.
Application Software
Series G Preferred Stock
7/10/2018
289,419
250,000
437,515
0.12
Warrants (8)
Aginity, Inc.
Application Software
Warrant for Series A Preferred Stock, exercise price $1.949/share, expires 5/25/2028 (12)
5/25/2018
359,158
167,727
—
—
Warrant for Series A-1 Preferred Stock, exercise price $0.01/share, expires 2/25/2029
2/25/2019
205,234
151,873
—
—
See notes to financial statements.
92
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2019
% of
Acquisition
Principal/
Fair
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Value (2)
Assets
Non-control/non-affiliate investments (continued)
Warrants (8) (continued)
AllClear ID, Inc.
Specialized Consumer Services
Warrant for Common Stock, exercise price $0.01/share, expires 9/1/2027
9/1/2017
$
870,514
$
1,749,733
$
906,205
0.24
%
Aria Systems, Inc.
Application Software
Warrant for Series G Preferred Stock, exercise price $0.8638/share, expires 6/29/2028
6/29/2018
2,170,641
770,578
2,633,681
0.70
Aspen Group Inc.
Education Services
Warrant for Common Stock, exercise price $6.87/share, expires 7/25/2022
7/25/2017
224,174
583,301
631,000
0.17
Brilliant Earth, LLC
Internet Retail
Warrant for Class P Units, exercise price $5.25/share, expires 9/30/2029
9/30/2019
333,333
973,000
955,667
0.25
CareCloud Corporation
Healthcare Technology
Warrant for Series A-1 Preferred Stock, exercise price $0.8287/share, expires 6/16/2025
4/17/2019
2,262,579
394,163
—
—
Circadence Corporation
Application Software
Warrant for Series A-5 Preferred Stock, exercise price $1.08/share, expires 12/20/2028
12/20/2018
1,666,667
3,630,000
3,393,522
0.90
Warrant for Series A-5 Preferred Stock, exercise price $1.08/share, expires 10/31/2029
10/31/2019
416,667
845,540
848,380
0.23
CloudPassage, Inc.
Data Processing & Outsourced Services
Warrant for Series D-1 Preferred Stock, exercise price $1.60/share, expires 6/13/2029
6/13/2019
210,938
273,798
266,626
0.07
Dejero Labs Inc.
Data Processing & Outsourced Services
Warrant for Common Stock, exercise price $0.01/share, expires 5/31/2029 (3),(7)
5/31/2019
333,621
192,499
198,664
0.05
Dtex Systems, Inc.
Application Software
Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 6/1/2025
6/1/2018
500,000
59,000
57,500
0.02
Warrant for Series C-Prime Preferred Stock, exercise price $0.6000/share, expires 7/11/2026
7/11/2019
833,333
114,719
115,000
0.03
Echo 360 Holdings, Inc.
Education Services
Warrant for Series E Preferred Stock, exercise price $1.5963/share, expires 5/3/2029
5/3/2019
1,066,767
299,762
318,963
0.08
eSilicon Corporation
Semiconductors
Warrant for Series H Preferred Stock, exercise price $1.01/share, expires 7/31/2027
7/31/2017
1,485,149
543,564
2,249,999
0.60
Warrant for Series H Preferred Stock, exercise price $1.01/share, expires 6/21/2029
6/21/2019
990,099
312,871
500,000
0.13
INRIX, Inc.
Internet Software and Services
Warrant for Common Stock, exercise price $9.29/share, expires 7/26/2029
7/26/2019
150,804
522,083
475,485
0.13
Longtail Ad Solutions, Inc. (dba JW Player)
Internet Software and Services
Warrant for Common Stock, exercise price $1.49/share, expires 12/12/2029
12/12/2019
332,997
38,800
38,800
0.01
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2019
% of
Acquisition
Principal/
Fair
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Value (2)
Assets
Non-control/non-affiliate investments (continued)
Warrants (8) (continued)
Massdrop Inc.
Computer & Electronics Retail
Warrant for B Series Preferred Stock, exercise price $1.1938/share, expires 7/22/2019
7/22/2019
$
848,093
$
183,188
$
190,821
0.05
%
MingleHealth Care Solutions, Inc.
Healthcare Technology
Warrant for Series AA Preferred Stock, exercise price $0.24/share, expires 8/15/2028
8/15/2018
1,625,000
492,375
—
—
Mojix, Inc.
Application Software
Warrant for Common Stock exercise price $10.64/share, expires 5/16/2027
5/16/2017
164,427
417,645
—
—
Warrant for Series 1 Preferred Stock, exercise price $0.28/share, expires 12/20/2028
12/20/2018
7,176,973
806,991
—
—
Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 5/30/2029
5/30/2019
358,849
21,531
—
—
Warrant for Series 1 Preferred Stock exercise price $0.28/share, expires 12/17/2029
12/17/2029
358,849
—
—
—
3DNA Corp.(dba NationBuilder)
Application Software
Warrant for Series C-1 Preferred Stock, exercise price $1.4643/share, expires 12/28/2028
12/28/2018
273,164
104,138
87,959
0.02
Ouster, Inc.
Technology Hardware, Storage & Peripherals
Warrant for Series A Preferred Stock, exercise price $11.3158/share, expires 11/27/2028
11/27/2018
53,023
103,010
134,837
0.04
Pivot3, Inc.
Data Processing & Outsourced Services
Warrant for Series D Preferred Stock, exercise price $0.59/share, expires 5/13/2029
5/13/2029
2,033,898
216,610
141,966
0.04
RealWear, Inc.
Technology Hardware, Storage & Peripherals
Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 10/5/2028
10/5/2018
112,451
135,841
393,129
0.10
Warrant for Series A Preferred Stock, exercise price $4.4464/share, expires 12/28/2028
12/28/2018
22,491
25,248
78,628
0.02
Warrant Series A Preferred Stock, exercise price $6.78/share, expires 6/27/2029
6/27/2019
123,894
380,850
336,372
0.09
Scale Computing, Inc.
System Software
Warrant for Series F-1 Preferred Stock, exercise price $0.8031/share, expires 3/29/2029
3/29/2019
2,147,926
345,816
317,893
0.08
SendtoNews Video, Inc.
Advertising
Warrant for Class B Non-Voting Stock, exercise price $0.67/share, expires 6/30/2027 (3),(7)
6/30/2017
191,500
246,461
58,000
0.02
ShareThis Inc.
Data Processing & Outsourced Services
Warrant for Series D-3 Preferred Stock, exercise price $2.4320/share, expires 12/3/2028
12/3/2018
647,615
2,162,000
2,162,000
0.57
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2019
% of
Acquisition
Principal/
Fair
Net
Portfolio Companies
Sub-Industry
Investment Description (1),(5),(6),(11)
Date
Shares
Cost
Value (2)
Assets
Non-control/non-affiliate investments (continued)
Warrants (8) (continued)
zSpace, Inc.
Technology Hardware, Storage & Peripherals
Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 12/29/2027
12/29/2017
$
1,896,966
$
707,568
$
208,595
0.07
%
Warrant for Series E Preferred Stock, exercise price $0.90/share, expires 2/11/2029
2/11/2019
2,806,830
411,528
308,645
0.08
Total Warrants
18,383,811
18,008,337
4.79
Total non-control/non-affiliate investments
377,018,900
368,016,276
97.80
U.S. Treasury
U.S. Treasury Bill, 1.33%, due 1/7/2020 (10)
74,983,437
74,966,770
19.92
U.S. Treasury Bill, 0.97%, due 1/2/2020
24,999,328
24,998,653
6.64
Total U.S. Treasury
99,982,765
99,965,423
26.56
Total Investments
$
477,001,665
$
467,981,699
124.36
%
(1)
Disclosures of interest rates on notes include cash interest rates and payment-in-kind (“PIK”) interest rates, as applicable. Unless otherwise indicated, all of the Company’s variable rate debt investments bear interest at a rate that is determined by reference to the 3-Month London Interbank Offered Rate (“LIBOR”) or the U.S. Prime Rate. At December 31, 2020, the 3-Month LIBOR was 1.91% and the U.S. Prime Rate was 4.75%.
(2)
All investments in portfolio companies, which as of December 31, 2020 represented 97.80% of the Company’s net assets, are restricted as to resale and were valued at fair value as determined in good faith by the Company’s Board of Directors.
(3)
Investment is not a qualifying investment as defined under Section 55(a) of the Investment Company Act of 1940, as amended. Non-qualifying assets represent 4.25% of total investments at fair value as of December 31, 2020. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying assets until such time as it complies with the requirements of Section 55(a) of the 1940 Act.
(4)
Represents a PIK security. PIK interest will be accrued and paid at maturity.
(5)
All investments are valued using unobservable inputs, except Corporate Bonds and U.S. Treasury Bills, which are valued using observable inputs.
(6)
All investments are domiciled in the United States, unless otherwise noted.
(7)
Investment is domiciled in Canada.
(8)
Investments are non-income producing.
(9)
Investments are held at Fair Value net of the Fair Value of Unfunded Commitments. See Note 3 for additional detail.
(10)
Treasury bills with $75,000,000 in aggregate of par value were purchased pursuant to a 5.00% reverse repurchase agreement with Goldman Sachs, dated December 27, 2020 and due to the Company on January 3, 2021, with a repurchase price to the Company of $75,000,000, collateralized by a 1.45% U.S. Treasury Bill due January 7, 2021 with an aggregate par value of $75,000,000 and fair value of $74,966,771.
(11)
Disclosures of end-of-term-payments (“ETP”) are one-time payments stated as a percentage of original principal amount.
(12)
In the occurrence of a sale by the borrower, Aginity, Inc. will satisfy the repayment of the Extension line first from the proceeds available to the Company.
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Schedule of Investments – (continued)
December 31, 2019
The following tables show the fair value of our portfolio of investments (excluding any U.S. Treasury Bills held) by geographic region and industry as of December 31, 2019:
December 31, 2019
Investments at
Percentage of
Geographic Region
Fair Value
Net Assets
Western United States
$
226,473,356
60.19
%
Northwestern United States
50,241,366
13.35
Southeastern United States
23,320,627
6.20
South Central United States
20,776,293
5.52
Midwestern United States
19,048,324
5.06
Northeastern United States
17,102,034
4.54
Canada
11,054,276
2.94
Total
$
368,016,276
97.80
%
December 31, 2019
Investments at
Percentage of
Industry
Fair Value
Net Assets
Application Software
$
101,674,597
27.02
%
Data Processing & Outsourced Services
60,316,003
16.03
Technology Hardware, Storage & Peripherals
36,120,776
9.60
Internet Retail
34,751,272
9.23
Semiconductors
30,829,079
8.19
Healthcare Technology
28,737,966
7.64
Internet Software & Services
24,779,724
6.58
Education Services
17,694,233
4.70
Computer & Electronics Retail
17,411,686
4.63
System Software
14,736,735
3.92
Specialized Consumer Services
906,205
0.24
Advertising
58,000
0.02
Total
$
368,016,276
97.80
%
See notes to financial statements.
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RUNWAY GROWTH CREDIT FUND INC.
Notes to Financial Statements as of December 31, 2020
Note 1 — Organization
Runway Growth Credit Fund Inc. (the “Company”) is a Maryland corporation that was formed on August 31, 2015. The Company is an externally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, the Company has elected to be treated, has qualified, and intends to continue to qualify annually, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company was formed primarily to lend to, and selectively invest in, small, fast-growing companies in the United States. The Company’s investment objective is to maximize its total return to its stockholders primarily through current income on its loan portfolio, and secondarily through capital appreciation on its warrants and other equity positions. The Company’s investment activities are managed by its external investment adviser, Runway Growth Capital LLC (“RGC”). Runway Administrator Services LLC (the “Administrator”) is a wholly owned subsidiary of RGC and provides administrative services necessary for the Company to operate.
In October 2015, in connection with the Company’s formation, the Company issued and sold 1,667 shares of common stock to R. David Spreng, the President and Chief Executive Officer of the Company and Chairman of the Company’s 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 Company’s sole director at the time. In December 2016, the Company completed the initial closing of capital commitments in its 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. The final closing of the Initial Private Offering occurred on December 1, 2017. In connection with the Initial Private Offering, the Company issued 18,241,157 shares of its common stock for a total purchase price of $275,000,000. The Company has issued an additional 4,816,873 shares as part of the dividend reinvestment program. Refer to Note 6 for further detail.
As of December 31, 2020, the Company had completed multiple closings under its second private offering (the “Second Private Offering”) and had accepted capital commitments of $174,673,500. The Company has issued 8,352,251 shares of its common stock for a total purchase price of $125,283,766 in connection with the Second Private Offering. In March 2020, the Company issued 2,103 shares as an additional direct investment by Runway Growth Holdings LLC, an affiliate of RGC, at a per-share price of $15.00 for total proceeds of $31,542.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements of the Company are prepared on the accrual basis of accounting in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the requirements for reporting on Form 10-K and Regulation S-X under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is an investment company following the specialized accounting and reporting guidance specified in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. Certain items in the December 31, 2019 and December 31, 2018 financial statements have been reclassified to conform to the December 31, 2020 presentation with no effect on net income.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.
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RUNWAY GROWTH CREDIT FUND INC.
Notes to Financial Statements as of December 31, 2020
Cash and cash equivalents
Cash represents deposits held at financial institutions while cash equivalents are highly liquid investments held at financial institutions with an original maturity of three months or less at the date of acquisition. At times, the Company’s cash and cash equivalents exceed federally insured limits, subjecting the Company to risks related to the uninsured balance. Cash and cash equivalents are held at large, established, high credit-quality financial institutions, and management believes that risk of loss associated with any uninsured balance is remote.
Deferred Credit Facility Fees
The fees and expenses associated with opening the KeyBank loan facilities or Credit Agreement (as defined below) and CIBC USA Credit Facilities (as defined below) are being deferred and amortized as part of interest expense using the effective interest method over the term of the Credit Agreement and the Credit Facilities in accordance with ASC 470, Debt. Debt issuance costs associated with the Credit Agreement and the Credit Facilities are classified as a direct reduction of the carrying amount of borrowings with the Credit Agreement and the Credit Facilities, unless there are no outstanding borrowings, in which case the debt issuance costs are presented as an asset.
Reverse Repurchase agreement
The Company has, and may in the future, enter into reverse repurchase agreements, under the terms of a Master Repurchase Agreement, with selected commercial banks and broker-dealers, under which the Company acquires securities as collateral (debt obligation) subject to an obligation of the counterparty to repurchase and the Company to resell the securities (obligation) at an agreed upon time and price. The Company, through the custodian or a sub-custodian, receives delivery of the underlying securities collateralizing repurchase agreements. The Company requires the custodian to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian’s vault, all securities held as collateral for repurchase agreements. The Company and the counterparties are permitted to sell, re-pledge, or use the collateral associated with the transaction. It is the Company’s policy that the market value of the collateral be at least equal to 100 percent of the repurchase price in the case of a repurchase agreement of one-day duration and 102 percent of the repurchase price in the case of all other repurchase agreements. Upon an event of default under the terms of the Master Repurchase Agreement, both parties have the right to set-off. If the seller defaults or enters an insolvency proceeding, realization of the collateral by the Company may be delayed, limited or wholly denied.
Pursuant to a reverse repurchase agreement with Goldman Sachs, which expired on January 6, 2021, the Company purchased a U.S. Treasury Bill, due January 12, 2021. The fair value of the related collateral that the Company received for this agreement was $70,002,060 at December 31, 2020. Pursuant to a reverse repurchase agreement with Goldman Sachs which expired on January 3, 2020, the Company purchased a U.S. Treasury Bill, due January 7, 2020. The value of the related collateral that the Company received for this agreement was $74,593,802 at December 31, 2019. At December 31, 2020 and December 31, 2019, the repurchase liability is $69,650,000 and $74,593,802, respectively, which is reflected as Reverse Repurchase Agreement on the Statement of Assets and Liabilities.
Investment Transactions and Related Investment Income
Security transactions, if any, are recorded on a trade-date basis. Realized gains or losses from the repayment or sale of investments are measured 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. The Company reports changes from the prior period 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 Statements of Operations.
Dividends are recorded on the 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 the Company expects to collect such amounts. Original issue discount, principally representing the estimated fair value of detachable equity, warrants, or contractual success fees obtained in conjunction with the Company’s debt investments, loan origination fees, end of term payments, and market discount or premium are
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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 into interest income 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.
The Company currently holds, and expects to hold in the future, some investments in its portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest is computed at the contractual rate specified in each loan agreement and is added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment. PIK interest, which is a non-cash source of income, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to stockholders to maintain its qualification as a RIC for U.S. federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the investment on non-accrual status and will generally cease recognizing PIK interest and dividend 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 and dividend income is deemed to be collectible. As of December 31, 2020, and December 31, 2019, the Company has not written off any accrued and uncollected PIK interest and dividends. As of December 31, 2020, the Company had six 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 the Company’s net assets. The non-accrual status loans as of December 31, 2020 had total interest of $1,627,725 that would have been accrued into income. Had the loan not been on non-accrual status, $1,213,861 would be payable, and $413,864 would be original issue discount. For the year ended December 31, 2020, approximately 6.4% of the Company’s total investment income was attributable to non-cash PIK interest. As of December 31, 2019, the Company had two loans to Aginity, Inc. representing an aggregate principal funded of $9,000,000 at a fair market value of $4,311,589, on non-accrual status, which represented 1.15% of the Company’s net assets. The non-accrual status loans as of December 31, 2019, had total interest of $1,033,827 that would have been accrued into income. Had the loan not been on non-accrual status, $576,314 would be payable, and $457,513 would be original issue discount. For the year ended December 31, 2019, approximately 2.4% of the Company’s total investment income was attributable to non-cash PIK interest. The Company did not have non-cash PIK interest and dividend income for the year ended December 31, 2018.
Valuation of Investments
The Company measures the value of its investments at fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosure (“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 COVID-19 pandemic and its resultant impact on economic activity and capital market volatility has impacted and may continue to have an impact on the fair market values of the Company’s portfolio investments. As a result, the fair market values of the Company’s portfolio investments may be negatively impacted after December 31, 2020 by circumstances and events that are not yet known, including the complete or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. The Company’s valuation process carefully considers the impact of COVID-19-related uncertainties in the various inputs utilized in the determination of the fair market value of its portfolio investments.
The audit committee of the Company’s Board of Directors (the “Audit Committee”) assists the 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, the Company’s 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 in accordance with the valuation policy approved by the 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. The Company considers a range of fair values based upon the valuation techniques utilized and selects 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.
The Company’s 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
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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, the Company undertakes a multi-step valuation process each quarter, as described below:
● The 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 an independent valuation firm. Certain investments, however, may not be evaluated by an independent valuation firm unless the net asset value and other aspects of such investments in the aggregate exceed certain thresholds;
● The Audit Committee then reviews these preliminary valuations from RGC and the independent valuation firm, if any, and makes a recommendation to our Board of Directors regarding such valuations; and
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● The Company’s Board of Directors reviews the recommended preliminary valuations and determines the fair value of each investment in the Company’s portfolio, in good faith, based on the input of RGC, the independent valuation firm and the Audit Committee.
The Company’s investments are primarily loans made to and equity and warrants of small, fast-growing companies focused in technology, life sciences, health care information and services, business services 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.
Investment Valuation Techniques
Debt Investments: To determine the fair value of the Company’s debt investments, the Company compares 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 which are similar in nature to the Company’s investments, in order to determine a comparable range of effective market interest rates for its 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.
Under certain circumstances, the Company may use an alternative technique to value the debt investments to be acquired by the Company 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.
● 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.
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● Other adjustments, including a marketability discount on private company warrants, are estimated based on 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 initial public offerings, 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 or decreases in this unobservable input could result in a significantly higher or 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, the Company 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. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing subsequent to the Company’s investment. The Company 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. The Company may also reference comparable transactions and/or secondary market transactions in connection with its 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.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash and accrued liabilities, approximate fair value due to their short-term nature.
Investment Classification
The Company is a non-diversified company within the meaning of the 1940 Act. The Company classifies its investments by level of control. As defined in the 1940 Act, control investments are those where there is the ability or power to exercise a controlling influence over the management or policies of a company. Control is generally deemed to exist when a company or individual possesses or has the right to acquire within 60 days or less, a beneficial ownership of more than 25.0% of the voting securities of an investee company. Affiliated investments and affiliated companies are defined by a lesser degree of influence and are deemed to exist through the possession outright, or via the right to acquire within 60 days or less, beneficial ownership of 5.0% or more of the outstanding voting securities of a company.
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Investments are recognized when the Company assumes an obligation to acquire a financial instrument and assumes the risks for gains or losses related to that instrument. Investments are derecognized when the Company assumes an obligation to sell a financial instrument and foregoes the risks for gains or losses related to that instrument. Specifically, the Company records all security transactions on a trade date basis. Investments in other, non-security financial instruments, such as limited partnerships or private companies, are recorded on the basis of subscription date or redemption date, as applicable. Amounts for investments recognized or derecognized but not yet settled will be reported as receivables for investments sold and payables for investments acquired, respectively, on the Statements of Assets and Liabilities.
Income Taxes
The Company elected to be treated as a RIC under Subchapter M of the Code starting with its taxable year ended December 31, 2016 and intends to qualify annually for the tax treatment applicable to RICs. Generally, a RIC is not subject to federal income taxes on distributed income and gains so long as it meets certain source-of-income and asset diversification requirements and 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 the Company obtains and maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends. Rather, any tax liability related to income earned by the Company represents obligations of the Company’s investors and will not be reflected in the financial statements of the Company. The Company intends to make sufficient distributions to maintain its RIC status each year and it does not anticipate paying any material federal income taxes in the future.
Depending on the level of taxable income earned in a tax year, we may choose to carry forward such taxable income in excess of current year dividend distributions from such current year taxable income into the next tax year and pay a 4% excise tax on such income, as required. If we determine that our estimated current year taxable income will exceed our estimated dividend distributions for the current year from such income, we accrue excise tax on estimated excess taxable income as such taxable income is earned. For the years ended December 31, 2020, 2019, and 2018, we recorded an expense of $1,319, $99,549, and $183,510, respectively, for U.S. federal excise tax, which is included in tax expense in the statement of operations. Differences between taxable income and net increase in net assets resulting from operations either can be temporary, meaning they will reverse in the future, or permanent. In accordance with Section 946-205-45-3 of the ASC, permanent tax differences are reclassified from accumulated undistributed earnings to paid-in-capital at the end of each year and have no impact on total net assets. For the years ended December 31, 2020, 2019, and 2018, the Company reclassified for book purposes amounts arising from permanent book/tax differences related to non-deductible excise taxes paid as follows:
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2020
2019
2018
Additional paid-in capital
$
(1,765)
$
(99,549)
$
(183,510)
Accumulated undistributed earnings
1,765
99,549
183,510
For U.S. federal income tax purposes, distributions paid to stockholders are reported as ordinary income, return of capital, long term capital gains or a combination thereof. The tax character of distributions paid for the years ended December 31, 2020, 2019, and 2018 was as follows:
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2020
2019
2018
Ordinary income
$
39,518,000
$
40,651,335
$
7,283,810
Long-term capital gain
191,233
—
—
Return of capital
—
—
—
Certain stockholders who are deemed “Affected Investors” as a result of the Company not being a publicly traded Regulated Investment Company may have additional taxable income.
For U.S. federal income tax purposes, the tax cost of investments as of December 31, 2020, 2019 and 2018 was $619,496,230, $480,118,372, and $304,063,822, respectively. The net unrealized appreciation (depreciation) on investments owned at December 31, 2020, 2019 and 2018 was $2,330,420, $(12,136,672), and $277,495, respectively. For the year ended December 31, 2020, gross
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unrealized appreciation and depreciation was $21,395,985 and $(19,065,565), respectively. For the year ended December 31, 2019, gross unrealized appreciation and depreciation was $6,121,374 and $(18,258,046), respectively.
At December 31, 2020, 2019 and 2018, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Statements of Assets and Liabilities by temporary and other book/tax differences, primarily relating to the tax treatment of debt modifications, as follows:
December 31,
December 31,
December 31,
2020
2019
2018
Net increase in net assets resulting from operations
$
46,979,900
$
27,646,400
$
11,757,516
Net change in unrealized appreciation (depreciation) on investments
(14,257,592)
9,416,462
8,693
Other book to tax differences
(231,829)
2,940,608
347,516
Taxable income
32,490,479
40,003,470
12,113,725
Distributed during the year
35,527,183
35,821,420
7,283,810
Accumulated undistributed earnings on a tax basis
$
(3,036,704)
$
4,182,050
$
4,829,915
For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. For the years ended December 31, 2020 and 2019, the Company had a long-term capital loss carryforward of $4,358,511 and $0, respectively. The Company had no long-term capital loss carryforward for the year ended December 31, 2018.
The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC 740”). ASC 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in Consolidated Financial Statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet a “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current period. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. There were no material uncertain income tax positions at December 31, 2020, December 31, 2019 or December 31, 2018. Although we file federal and state tax returns, our major tax jurisdiction is federal. The previous three year-ends and the interim tax period since then remain subject to examination by the Internal Revenue Service.
If the Company does not distribute (or is not deemed to have distributed) each calendar year the sum of (1) 98% of its net ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the one-year period ending October 31 in that calendar year and (3) any income recognized, but not distributed, in preceding years (the “Minimum Distribution Amount”), the Company will generally be required to pay a U.S. federal excise tax equal to 4% of the amount by which the Minimum Distribution Amount exceeds the distributions for the year. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, the Company accrues excise taxes, if any, on estimated excess taxable income as taxable income is earned using an annual effective excise tax rate. The annual effective U.S. federal excise tax rate is determined by dividing the estimated annual excise tax by the estimated annual taxable income.
If the Company does not qualify to be treated as a RIC for any taxable year, the Company will be taxed as a regular corporation (a “C corporation”) under subchapter C of the Code for such taxable year. If the Company has previously qualified as a RIC but is subsequently unable to qualify for treatment as a RIC, and certain amelioration provisions are not applicable, the Company would be subject to U.S. federal income tax on all of its taxable income (including its net capital gains) at regular corporate rates. The Company would not be able to deduct distributions to stockholders, nor would it be required to make distributions. In order to requalify as a RIC, in addition to the other requirements discussed above, the Company would be required to distribute all of its previously undistributed earnings attributable to the period it failed to qualify as a RIC by the end of the first year that it intends to requalify as a RIC. If the Company fails to requalify as a RIC for a period greater than two taxable years, it may be subject to regular corporate-level U.S. federal income tax on any net built-in gains with respect to certain of its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if the Company had been liquidated) that it elects to recognize on requalification or when recognized over the next five years.
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Per Share Information
Basic and diluted earnings/(loss) per common share is calculated using the weighted-average number of common shares outstanding for the period presented. For the years ended December 31, 2020, 2019 and 2018, basic and diluted earnings/(loss) per share were the same because there were no potentially dilutive securities outstanding. Per share data is based on the weighted-average shares outstanding.
Distributions
The Company generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, subject to the discretion of the Board of Directors. For the year ended December 31, 2020, the Company declared and paid dividends in the amount of $39,709,233 of which $7,265,785 was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment program. For the year ended December 31, 2019, the Company declared and paid dividends in the amount of $40,651,334 of which $8,192,547 was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment program. For the year ended December 31, 2018, the Company declared and paid dividends in the amount of $7,283,810 of which $1,428,498 was distributed in cash and the remainder distributed in shares to stockholders pursuant to the Company’s dividend reinvestment program.
Organization and Offering Costs
Organization costs include, among other things, the cost of organizing as a Maryland corporation, including the cost of legal services and other fees pertaining to our organization, all of which are expensed as incurred. Offering costs include, among other things, legal fees and other costs pertaining to the preparation of the Company’s private placement memorandum and other offering documents, including travel-related expenses related to the Initial Private Offering. Pursuant to the investment advisory agreement between the Company and RGC, as subsequently amended and restated (the “Advisory Agreement”), the Company and RGC agreed that organization and offering costs incurred in connection with the Initial Private Offering would be borne by the Company up to a maximum amount of $1,000,000, provided that the amount of such costs in excess of $1,000,000 would be paid by RGC. As of December 31, 2016, the Company had already incurred the maximum amount of $1,000,000 in organization and offering costs incurred in connection with the Initial Private Offering. As a result, for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, the Company did not incur any organization or offering expenses in connection with the Initial Private Offering.
Offering costs related to new or follow on offerings will be accumulated and charged to additional paid in capital at the time of closing beginning in 2019. These offering costs are subject to a cap of $600,000, excluding placement agent fees which have no cap, of which the Company will bear the cost. As of December 31, 2020, the Company had accumulated and recorded $608,989 of deferred offering costs. As of December 31, 2020, $154,738 in placement agent fees had been incurred. As of December 31, 2019, the Company had accumulated and recorded $510,027 of deferred offering costs. As of December 31, 2019, $123,009 in placement agent fees had been incurred. Under the terms of the Second Private Offering, offering costs in excess of $600,000, excluding placement agent fees, will be reimbursed by RGC.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to replace the incurred loss model for loans and other financial assets with an expected loss model, which is referred to as the current expected credit loss (CECL) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including loan receivables and held-to maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, stand-by letters of credit, financial guarantees, and other similar instruments) and net investments in certain leases recognized by a lessor. Effective January 1, 2020, the Company adopted ASU 2016-13 under a modified retrospective approach for all financial assets measured at amortized cost. There was no adjustment recorded to distributable losses for the cumulative effect of adopting ASU 2016-13 as amortized cost has approximated fair value.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement , which changes the fair value measurement disclosure requirements of ASC 820. The key provisions include new, eliminated and modified disclosure requirements. The new guidance is effective for fiscal years
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beginning after December 15, 2019, including interim periods therein. Early application is permitted. The Company adopted ASU 2018-13 effective January 1, 2020. The adoption of this accounting standard had no material effect on the Company’s financial statements.
In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) - Facilitation of the effects of reference rate reform on financial reporting. The amendments in this update provide optional expedients and exceptions for applying U.S. GAAP to certain contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform and became effective upon issuance for all entities. The Company has agreements that have LIBOR as a reference rate with certain portfolio companies and also with certain lenders. These agreements include language for choosing an alternative successor rate if LIBOR reference is no longer considered to be appropriate. Such contract modifications are required to be evaluated in determining whether the modifications result in the establishment of new contracts or the continuation of existing contracts. The new guidance is effective as of March 12, 2020 through December 21, 2022. The Company is currently evaluating its effective date for adoption and the impact the adoption of this new accounting standard will have on its financial statements, however the impact of the adoption is not expected to be material.
Note 3 — Commitments and Contingencies
In the normal course of business, the Company may enter into investment agreements under which it commits to make an investment in a portfolio company at some future date or over a specified period of time.
At December 31, 2020, the Company had $49,085,569 in unfunded loan commitments to provide debt financing to its portfolio companies. The balance of unfunded commitments to extend financing as of December 31, 2020 was as follows:
Portfolio Company
Investment Type
December 31, 2020
CloudPassage, Inc.
Senior Secured Term Loan
$
2,500,000
Credit Sesame, Inc.
Revolving Line
585,569
Gynesonics, Inc.
Senior Secured Term Loan
20,000,000
ShareThis, Inc.
Senior Secured Term Loan
1,000,000
VERO Biotech LLC
Senior Secured Term Loan
25,000,000
Total unused commitments to extend financing
$
49,085,569
At December 31, 2019, the Company had $40,000,000 in unfunded loan commitments to provide debt financing to its portfolio companies. The balance of unfunded commitments to extend financing as of December 31, 2019 was as follows:
Portfolio Company
Investment Type
December 31, 2019
Aria Systems, Inc.
Senior Secured Term Loan
2,500,000
Brilliant Earth, LLC
Senior Secured Term Loan
5,000,000
CloudPassage, Inc.
Senior Secured Term Loan
2,500,000
Dejero Labs Inc.
Senior Secured Term Loan
4,000,000
Dtex Systems, Inc.
Senior Secured Term Loan
7,000,000
eSilicon Corporation
Revolving Line
1,000,000
INRIX, Inc.
Senior Secured Term Loan
8,000,000
Longtail Ad Solutions, Inc. (dba JW Player)
Senior Secured Term Loan
5,000,000
Massdrop Inc.
Senior Secured Term Loan
5,000,000
Total unused commitments to extend financing
$
40,000,000
The Company’s management believes that its available cash balances, availability under the Credit Agreement and/or ability to drawdown capital from investors provides sufficient funds to cover its unfunded commitments as of December 31, 2020. The Company has evaluated the expected net future cash flows related to unfunded commitments and determined the fair value to be zero as of December 31, 2020 and December 31, 2019.
The Company is currently not subject to any material legal proceedings, nor, to its knowledge, is any material proceeding threatened against the Company. From time to time, the Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of its rights under contracts with its portfolio companies. While the outcome of these
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legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon its business, financial condition or results of operations.
Note 4 — Concentration of Credit Risk
In the normal course of business, the Company maintains its cash balances in financial institutions, which at times may exceed federally insured limits. The Company is subject to credit risk to the extent that any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. Management monitors the financial condition of those financial institutions and does not currently anticipate any losses from these counterparties.
Note 5 — Net Increase/(Decrease) in Net Assets Resulting from Operations per Common Share
The following information sets forth the computation of basic income/losses per common share for the years ended December 31, 2020, 2019 and 2018:
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
2020
2019
2018
Net increase in net assets resulting from operations
$
46,979,900
$
27,646,400
$
11,757,516
Weighted-average shares outstanding for the period
Basic
27,617,425
18,701,021
9,300,960
Diluted
27,617,425
18,701,021
9,300,960
Per Share Data (1) :
Basic and diluted income per common share
Basic
$
1.70
$
1.48
$
1.26
Diluted
$
1.70
$
1.48
$
1.26
(1) Per share data is based on average weighted shares outstanding.
Note 6 — Net Assets
The Company has the authority to issue 100,000,000 shares of common stock, $0.01 par value per share.
During the year ended December 31, 2020, the Company issued 2,248,483 shares for $32,443,448 in connection with the reinvestment of dividends. The following table summarizes capital activity during the year ended December 31, 2020:
Common Stock
Additional
Distributable
Total
Paid-in
(Losses)
Net
Shares
Amount
Capital
Earnings
Assets
Balance, beginning of year
25,811,214
$
258,112
$
384,369,854
$
(8,314,745)
$
376,313,221
Issuance of common stock
3,354,354
33,544
50,281,764
—
50,315,308
Reinvestment of dividends
2,248,483
22,484
32,420,964
—
32,443,448
Offering costs
—
—
(98,959)
—
(98,959)
Net investment income
—
—
—
38,069,717
38,069,717
Net realized gain (loss) on investments
—
—
—
(5,347,409)
(5,347,409)
Net change in unrealized appreciation
(depreciation) on investments
—
—
—
14,257,592
14,257,592
Dividends declared
—
—
—
(39,709,233)
(39,709,233)
Tax reconciliation of stockholders'
equity in accordance with U.S. GAAP
—
—
(101,319)
101,319
—
Balance, end of year
31,414,051
$
314,140
$
466,872,304
$
(942,759)
$
466,243,685
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During the year ended December 31, 2019, the Company issued 2,177,466 shares for $32,458,787 in connection with the reinvestment of dividends. The following table summarizes capital activity during the year ended December 31, 2019:
Common Stock
Additional
Distributable
Total
Paid-in
(Losses)
Net
Shares
Amount
Capital
Earnings
Assets
Balance, beginning of year
11,056,595
$
110,566
$
162,568,188
$
4,690,641
$
167,369,395
Issuance of common stock
12,577,153
125,771
189,874,229
—
190,000,000
Reinvestment of dividends
2,177,466
21,775
32,437,012
—
32,458,787
Offering costs
—
—
(510,027)
—
(510,027)
Net investment income
—
—
—
36,453,831
36,453,831
Net realized gain (loss) on investments
—
—
—
609,031
609,031
Net change in unrealized appreciation
(depreciation) on investments
—
—
—
(9,416,462)
(9,416,462)
Dividends declared
—
—
—
(40,651,334)
(40,651,334)
Tax reconciliation of stockholders'
equity in accordance with U.S. GAAP
—
—
452
(452)
—
Balance, end of year
25,811,214
$
258,112
$
384,369,854
$
(8,314,745)
$
376,313,221
During the year ended December 31, 2018, the Company issued 390,924 shares for $5,855,312 in connection with the reinvestment of dividends. The following table summarizes capital activity during the year ended December 31, 2018:
Common Stock
Additional
Distributable
Total
Paid-in
(Losses)
Net
Shares
Amount
Capital
Earnings
Assets
Balance, beginning of year
8,668,334
$
86,683
$
126,920,269
$
33,425
$
127,040,377
Issuance of common stock
1,997,337
19,973
29,980,027
—
30,000,000
Reinvestment of dividends
390,924
3,910
5,851,402
—
5,855,312
Offering costs
—
—
—
—
—
Net investment income
—
—
—
11,706,417
11,706,417
Net realized gain (loss) on investments
—
—
—
59,792
59,792
Net change in unrealized appreciation
(depreciation) on investments
—
—
—
(8,693)
(8,693)
Dividends declared
—
—
—
(7,283,810)
(7,283,810)
Tax reconciliation of stockholders'
equity in accordance with U.S. GAAP
—
—
(183,510)
183,510
—
Balance, end of year
11,056,595
$
110,566
$
162,568,188
$
4,690,641
$
167,369,395
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The common shares issued, the price per share and the proceeds raised, since inception, are detailed in the following table:
Shares
Price Per
Issuance Date
Issued
Share
Gross Proceeds
October 8, 2015
1,667
$
15.00
$
25,000
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
Total
31,414,051
$
471,097,855
(1)
Shares were issued as part of the dividend reinvestment program.
In connection with the Initial Private Offering, the Company issued 18,241,157 shares of our common stock to stockholders for a total purchase price of $275,000,000. Between June 14, 2019 and December 31, 2020, the Company accepted $174,673,500 in capital commitments under its Second Private Offering. As of December 31, 2020 and December 31, 2019, respectively, the Company issued 8,352,251 and 5,000,000 shares of common stock for aggregate proceeds of $125,283,766 and $75,000,000 under the Second Private Offering, respectively. In March 2020, the Company issued 2,103 shares as an additional direct investment at $15.00 per share for total proceeds of $31,542 by Runway Growth Holdings LLC, an affiliate of RGC.
Capital commitments may be drawn down by the Company on a pro rata basis, as needed, upon not less than ten (10) days’ prior written notice for the purposes of funding the Company’s investments (including follow-on investments), paying the Company’s expenses, including fees under the Advisory Agreement, and/or maintaining a reserve account for the payment of future expenses or liabilities.
Note 7 — Related Party Agreements and Transactions
Advisory Agreement
On November 29, 2016, the Company’s Board of Directors approved an investment advisory agreement between RGC and the Company, under which RGC, subject to the overall supervision of the Board of Directors, manages the day-to-day operations of and provides investment advisory services to the Company (the “Prior Agreement”). On August 3, 2017, the Board of Directors approved the Advisory Agreement and recommended that the Company’s stockholders approve the Advisory Agreement. The Advisory
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Agreement became effective on September 12, 2017 upon approval by the stockholders at a special meeting of stockholders of the Company and was most recently renewed by the Company's Board of Directors at a virtual meeting on August 5, 2020. In reliance upon certain exemptive relief granted by the SEC in connection with the global COVID-19 pandemic, the Board of Directors undertook to ratify the Advisory Agreement at its next in-person meeting. Under the terms of the Advisory Agreement, RGC:
● determines the composition of the Company’s portfolio, the nature and timing of the changes to the portfolio and the manner of implementing such changes;
● identifies, evaluates and negotiates the structure of the investments the Company makes;
● executes, closes and monitors the investments the Company makes;
● determines the securities and other assets that the Company will purchase, retain or sell;
● performs due diligence on prospective investments; and
● provides the Company with other such investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
Pursuant to the Advisory Agreement, the Company pays RGC a fee for its investment advisory and management services consisting of two components — a base management fee and an incentive fee. The cost of both the base management fee and incentive fee are ultimately borne by the Company’s stockholders.
Base Management Fee
The base management fee is payable on the first day of each calendar quarter, is subject to an annual cap based on RGC’s actual operating expenses and is calculated based on the Capital Commitments (as defined below) and assets purchased with borrowed funds or other forms of leverage (collectively, the “Pre-Spin-Off Gross Assets”) during the preceding calendar quarter. For purposes of the Advisory Agreement, “Capital Commitments” is defined as the aggregate amount of capital committed to the Company by investors as of the end of the most recently completed calendar quarter. On September 12, 2017, without changing the base management fee percentage, the Prior Agreement was amended to provide clarification as to the calculation of the base management fee. Prior to amendment, the base management fee was collected on the first day of each quarter based on an estimate of actual operating expenses, not to exceed 1.75% per annum, for the following quarter with an implied, though not defined “true-up” mechanism effected once all actual costs were known. The Advisory Agreement defines the process and timing of the true-up and base management fee. The base management fee is now collected at the maximum annualized rate of 1.75% per annum with a comparison of actual expenses for the immediately preceding calendar year to occur on or before March 31 of the subsequent calendar year, with any excess management fee collected when compared to actual operating expenses credited against the base management fee payable for subsequent quarters.
Until the earlier of (1) the consummation of an initial public offering (“IPO”) of the Public Fund (defined below) in connection with a Spin-Off transaction (defined below) and (2) the earliest date at which (a) all Capital Commitments have been called for investments and/or expenses and (b) the Company holds no more than 10.0% of its total assets in cash, the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Pre-Spin-Off Gross Assets at the end of the most recently completed calendar quarter, provided, however, that the base management fee payable in a calendar year will not exceed the actual operating expenses incurred by RGC during such calendar year (the “Management Fee Cap”). No later than March 31 of each calendar year, RGC will provide the Company a reconciliation of the actual operating expenses incurred by RGC for the prior calendar year and the base management fee paid to RGC for such prior calendar year. To the extent the base management fee paid to RGC for such prior calendar year exceeds the Management Fee Cap (the “Excess Fee”) for such prior calendar year, the base management fee payable to RGC for the second calendar quarter and each subsequent quarter immediately following such calendar year will be reduced by the Excess Fee until such time as the Excess Fee for the prior calendar year has been reduced to zero. For the avoidance of doubt, actual operating expenses of RGC for a particular year will not include any reduction in base management fees as a result of Excess Fees paid by the Company.
For purposes of the Advisory Agreement, a “Spin-Off transaction” includes a transaction whereby the Company offers its stockholders the option to elect to either (i) retain their ownership of shares of the Company’s common stock; (ii) exchange their shares
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of the Company’s common stock for shares of common stock in a newly formed entity (the “Public Fund”) that will elect to be regulated as a BDC under the 1940 Act and treated as a RIC under Subchapter M of the Code, and will use its commercially reasonable best efforts to complete an IPO of shares of its common stock not later than three years after the Company’s final closing of the Initial Private Offering, which occurred on December 1, 2017; or (iii) exchange their shares of the Company’s common stock for interests of one or more newly formed entities (each, a “Liquidating Fund”) that will each be organized as a limited liability company, and which will, among other things, seek to complete an orderly wind down and/or liquidation of any such Liquidating Fund.
Following the earlier of (1) the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction and (2) the earliest date at which (a) all Capital Commitments have been called for investments and/or expenses and (b) the Company holds no more than 10.0% of its total assets in cash, the base management fee will be an amount equal to 0.4375% (1.75% annualized) of the Company’s average daily Gross Assets (defined below) during the most recently completed calendar quarter for so long as the aggregate amount of Gross Assets of the Company as of the end of the most recently completed calendar quarter is less than $500,000,000. For purposes of the Advisory Agreement, “Gross Assets” is defined as the Company’s gross assets, including assets purchased with borrowed funds or other forms of leverage, as well as any paid-in-kind interest, as of the end of the most recently completed fiscal quarter. If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $500,000,000, but less than $1,000,000,000, the base management fee will be an amount equal to 0.40% (1.60% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter. If the aggregate amount of the Company’s Gross Assets as of the end of the most recently completed calendar quarter is equal to or greater than $1,000,000,000, the base management fee will be an amount equal to 0.375% (1.50% annualized) of the Company’s average daily Gross Assets during the most recently completed calendar quarter.
RGC earned base management fees of $6,831,566, $5,105,009 and $4,812,500 for the years ended December 31, 2020, 2019 and 2018, respectively. There were no excess fees paid during any of these years.
Incentive Fee
The incentive fee, which provides RGC with a share of the income that RGC generates for the Company, consists of an investment-income component and a capital-gains component, which are largely independent of each other, with the result that one component may be payable even if the other is not.
Under the investment-income component (the “Income Incentive Fee”), the Company will pay RGC each quarter an incentive fee with respect to the Company’s Pre-Incentive Fee net investment income. The Income Incentive Fee is calculated and payable quarterly in arrears based on the Pre-Incentive Fee net investment income for the immediately preceding fiscal quarter. Payments based on Pre-Incentive Fee net investment income will be based on the Pre-Incentive Fee net investment income earned for the quarter. For this purpose, “Pre-Incentive Fee net investment income” means interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence, managerial and consulting fees or other fees that the Company receives from portfolio companies) that the Company accrues during the fiscal quarter, minus the Company’s operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement with the Administrator (the “Administration Agreement”), and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee); provided however, that Pre-Incentive Fee net investment income will be reduced by multiplying the Pre-Incentive Fee net investment income earned for the quarter by a fraction, the numerator of which is the Company’s average daily Gross Assets during the immediately preceding fiscal quarter minus average daily borrowings during the immediately preceding fiscal quarter, and the denominator of which is the Company’s average daily Gross Assets during the immediately preceding fiscal quarter. Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind interest and zero coupon securities), accrued income the Company has not yet received in cash; provided, however, that the portion of the Income Incentive Fee attributable to deferred interest features will be paid, only if and to the extent received in cash, and any accrual thereof will be reversed if and to the extent such interest is reversed in connection with any write off or similar treatment of the investment giving rise to any deferred interest accrual, applied in each case in the order such interest was accrued. Such subsequent payments in respect of previously accrued income will not reduce the amounts payable for any quarter pursuant to the calculation of the Income Incentive Fee described above. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
Pre-Incentive Fee net investment income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less liabilities) at the end of the immediately preceding fiscal quarter, will be compared to a “hurdle rate” of 2.0% per quarter
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(8.0% annualized). The Company will pay RGC an Income Incentive Fee with respect to the Company’s Pre-Incentive Fee net investment income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which the Company’s Pre-Incentive Fee net investment income does not exceed the hurdle rate of 2.0%; (2) 80% of the Company’s Pre-Incentive Fee net investment income with respect to that portion of such Pre-Incentive Fee net investment income, if any, that exceeds the hurdle rate but is less than 2.667% in any calendar quarter (10.668% annualized) (the portion of the Company’s Pre-Incentive Fee net investment income that exceeds the hurdle but is less than 2.667% is referred to as the “catch-up”; the “catch-up” is meant to provide RGC with 20.0% of the Company’s Pre-Incentive Fee net investment income as if a hurdle did not apply if the Company’s Pre-Incentive Fee net investment income exceeds 2.667% in any calendar quarter (10.668% annualized)); and (3) 20.0% of the amount of the Company’s Pre-Incentive Fee net investment income, if any, that exceeds 2.667% in any calendar quarter (10.668% annualized) payable to RGC (once the hurdle is reached and the catch-up is achieved, 20.0% of all Pre-Incentive Fee net investment income thereafter is allocated to RGC).
Until the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction, in the event that (a) the sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC exceeds 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of the quarter and (b) the Pre-Incentive Fee net investment income adjusted to include any realized capital gains and losses (“Adjusted Pre-Incentive Fee net investment income”), expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the end of the quarter is less than 10.0%, no Income Incentive Fee will be payable for such quarter until the first subsequent quarter in which either (x) the sum of the Company’s cumulative net realized losses since the date of the Company’s election to be regulated as a BDC is equal to or less than 2.0% of the total non-control/non-affiliate investments made by the Company since the date of the Company’s election to be regulated as a BDC through the end of such subsequent quarter or (y) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), since the Company’s election to be regulated as a BDC through the of the end of the quarter equals or exceeds 10.0%; provided, however, that in no event will any Income Incentive Fee be payable for any prior quarter after the three-year anniversary of the end of such quarter.
After the consummation of an IPO of the Public Fund in connection with a Spin-Off transaction, in the event that (a) the sum of the Company’s cumulative net realized losses for the previous four fiscal quarters or, if fewer than four fiscal quarters have passed since such IPO, that number of fiscal quarters since such IPO (the “Look-Back Period”), exceeds 2.0% of the total non-control/non-affiliate investments (i) made by the Company during the Look-Back Period or (ii) transferred to the Public Fund in connection with a Spin-Off transaction during the Look-Back Period and (b) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), during the Look-Back Period is less than 10.0% no Income Incentive Fee will be payable for such quarter until the first subsequent quarter in which (x) the sum of the Company’s cumulative net realized losses for the Look-Back Period is equal to or less than 2.0% of the total non-control/non-affiliate investments (i) made by the Company during the Look-Back Period or (ii) transferred to the Public Fund in connection with a Spin-Off transaction during the Look-Back Period or (y) the Adjusted Pre-Incentive Fee net investment income, expressed as an annualized rate of return on the value of the Company’s average daily net assets (defined as total assets less liabilities), during the Look-Back Period equals or exceeds 10.0%; provided, however, that in no event will any Income Incentive Fee be paid for any prior quarter after the three-year anniversary of the end of such quarter.
Under the capital-gains component of the incentive fee (the “Capital Gains Fee”), the Company will pay RGC, as of the end of each calendar year, 20.0% of the Company’s aggregate cumulative realized capital gains, if any, from the date of the Company’s election to be regulated as a BDC through the end of that calendar year, computed net of the Company’s aggregate cumulative realized capital losses and aggregate cumulative unrealized capital depreciation through the end of such year, less the aggregate amount of any previously paid Capital Gains Fee; provided, however, that the Company will not pay the Capital Gains Fee to RGC for any calendar year in which the sum of the Company’s (1) Pre-Incentive Fee net investment income and (2) realized gains less realized losses and unrealized capital depreciation from the date of the Company’s election to be regulated as a BDC through the end of such calendar year, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less liabilities) at the end of such calendar year is less than 8.0% until the first subsequent calendar quarter in which the sum of the Company’s (1) Pre-Incentive Fee net investment income and (2) realized gains less realized losses and unrealized capital depreciation from the date of the Company’s election to be regulated as a BDC through, and including, the end of such subsequent calendar quarter, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less liabilities) at the end of such calendar quarter is equal to or exceeds 8.0%; provided, further, that in no event will any Capital Gains Fee be paid for any prior year after the three-year anniversary of the end of such year. For the foregoing purpose, the Company’s “aggregate cumulative realized capital gains” will not include any unrealized appreciation. If such amount is negative, then no Capital Gains Fee will be payable for such year.
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RGC earned incentive fees for the year ended December 31, 2020 of $7,260,656. $5,407,305 of the incentive fees for the year ended December 31, 2020 were earned, payable in cash, and $1,853,351 of the incentive fees for the year ended December 31, 2020 were accrued and generated from deferred interest (i.e., PIK and certain discount accretion) and are not payable pending receipt of cash by the Company. RGC earned incentive fees for the year ended December 31, 2019 of $8,349,449. $6,500,502 of the incentive fees for the year ended December 31, 2019 were earned, payable in cash, and $1,848,947 of the incentive fees for the year ended December 31, 2019 were accrued and generated from deferred interest (i.e., PIK and certain discount accretion) and are not payable pending receipt of cash by the Company. RGC earned incentive fees for the year ended December 31, 2018 of $1,411,324. $711,868 of the incentive fees for the year ended December 31, 2018 were earned, payable in cash, and $359,698 of the incentive fees for the year ended December 31, 2018 were accrued and deferred (i.e., PIK and certain discount accretion) and are not payable pending receipt of cash by the Company. Both currently payable in cash, $1,892,430 and $1,691,311, and deferred incentive fees, $3,114,635 and $1,891,676, are included in accrued incentive fees on the Statements of Assets and Liabilities as of December 31, 2020 and December 31, 2019, respectively.
The capital gains incentive fee consists of fees related to realized gains, realized capital losses and unrealized capital depreciation. With respect to the incentive fee expense accrual related to the capital gains incentive fee, U.S. GAAP requires that the capital gains invective fee accrual consider the cumulative aggregate unrealized appreciation in the calculation, as a capital gains incentive fee would be payable if such unrealized appreciation were realized even though such unrealized appreciation is not permitted to be considered in calculating the fee actually payable under the Advisory Agreement. As of each of December 31, 2020 and December 31, 2019, there was no capital gains incentive fee accrued, earned or payable to RGC under the Advisory Agreement.
Spin-Off Incentive Fee
The Income Incentive Fee will be payable in connection with a Spin-Off transaction. The Income Incentive Fee will be calculated as of the date of the completion of each Spin-Off transaction and will equal the amount of Income Incentive Fee that would be payable to RGC if (1) all of the Company’s investments were liquidated for their current value and any unamortized deferred portfolio investment-related fees would be deemed accelerated, (2) the proceeds from such liquidation were used to pay all of the Company’s outstanding liabilities, and (3) the remainder were distributed to the Company’s stockholders and paid as incentive fee in accordance with the Income Incentive Fee described in clauses (1) and (2) above for determining the amount of the Income Incentive Fee; provided, however, that in no event will the Income Incentive Fee paid in connection with the completion of a Spin-Off transaction (x) include the portion of the Income Incentive Fee attributable to deferred interest features of a particular investment that is not transferred pursuant to a Spin-Off transaction until such time as the deferred interest is received in cash, or (y) exceed 20.0% of the Company’s Pre-Incentive Fee net investment income accrued by the Company for the fiscal quarter as of the date of the completion of the Spin-Off transaction. The Company will make the payment of the Income Incentive Fee paid in connection with the completion of a Spin-Off transaction in cash on or immediately following the date of the completion of a Spin-Off transaction. After a Spin-Off transaction, all calculations relating to the incentive fee payable will be made beginning on the day immediately following the completion of the Spin-Off transaction without taking into account the exchanged shares of the Company’s common stock (or contributions, distributions or proceeds relating thereto).
The Capital Gains Fee will be payable in respect of the exchanged shares of the Company’s common stock in connection with a Spin-Off transaction and will be calculated as of the date of the completion of a Spin-Off transaction as if such date were a calendar year-end for purposes of calculating and paying the Capital Gains Fee.
No Income Incentive Fee or Capital Gains Fee will be payable in connection with a Spin-Off transaction unless, on the date of the completion of a Spin-Off transaction, the sum of the Company’s (i) Pre-Incentive Fee net investment income and (ii) realized capital gains less realized capital losses and unrealized capital depreciation from the date of the Company’s election to be regulated as a BDC through, and including, the date of the completion of such Spin-Off transaction, is greater than 8.0% of the cumulative net investments made by the Company since the Company’s election to be regulated as a BDC.
Administration Agreement
The Company reimburses the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including furnishing the Company with office facilities, equipment and clerical, bookkeeping and recordkeeping services at such facilities, as well as providing other administrative services. In addition, the Company reimburses the Administrator for the fees and expenses associated with performing compliance functions, and the Company’s allocable portion of the compensation of certain of its officers, including the Company’s Chief Financial Officer, Chief
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Compliance Officer and any administrative support staff. Pursuant to the terms of the Administration Agreement, the amounts payable to the Administrator by the Company in any fiscal year will not exceed the greater of (i) 0.75% of the aggregate capital commitments as of the end of the most recently completed fiscal year and (ii) $1.0 million.
The Company reimbursed the Administrator $546,073 during the year ended December 31, 2020. As of December 31, 2020, the Company had accrued a net payable to the Administrator of $143,515. Of the total amount reimbursed to the Administrator, $532,879 was related to overhead allocation expense for the year ended December 31, 2020. The Company reimbursed the Administrator $1,168,188 during the year ended December 31, 2019. As of December 31, 2019, the Company had accrued a net payable to the Administrator of $81,537. Of the total amount reimbursed to the Administrator, $827,464 was related to overhead allocation expense for the year ended December 31, 2019. The Company reimbursed the Administrator $614,405 during the year ended December 31, 2018. As of December 31, 2018, the Company had accrued a net payable to the Administrator of $116,697. Of the total amount reimbursed to the Administrator, $380,064 was related to overhead allocation expense for the year ended December 31, 2018. Administration fees, which include fees payable by the Administrator to third-party service providers who provide additional administration services for the Company, were $515,891, $490,022 and $209,761 for the years ended December 31, 2020, 2019 and 2018 respectively.
License Agreement
The Company has entered into a license agreement with RGC (the “License Agreement”) pursuant to which RGC has granted the Company a personal, non-exclusive, royalty-free right and license to use the name “Runway Growth Credit Fund”. Under the License Agreement, the Company has the right to use the “Runway Growth Credit Fund” name for so long as RGC or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company has no legal right to the “Runway Growth Credit Fund” name.
Oaktree Strategic Relationship
In December 2016, RGC entered into a strategic relationship with Oaktree Capital Management, L.P. (“Oaktree”). In connection with the strategic relationship, OCM Growth Holdings, LLC, a Delaware limited liability company (“OCM”) managed by Oaktree, made an initial $125.0 million capital commitment to the Company, which was subsequently increased to $139.0 million (the “Initial OCM Commitment”). On June 14, 2019, the Company accepted a capital commitment from OCM in the amount of $112.5 million (the “Subsequent OCM Commitment” and, together with the Initial OCM Commitment, the “OCM Commitment”). OCM has granted a proxy to the Company pursuant to which the shares held by OCM will be voted in the same proportion as the Company’s other stockholders vote their shares.
In connection with the OCM Commitment, the Company entered into a stockholder agreement, dated December 15, 2016, with OCM, pursuant to which OCM has a right to nominate a member of the Company’s Board of Directors for election. Brian Laibow was appointed to the Company’s Board of Directors as OCM’s representative. OCM also holds an interest in RGC and has the right to appoint a member of RGC’s board of managers and a member of RGC’s investment committee. Brian Laibow is OCM’s initial appointee to RGC’s board of managers and investment committee.
Note 8 — Fair Value Measurements
The Company’s assets recorded at fair value have been categorized based upon a fair value hierarchy in accordance with ASC Topic 820. See Note 2 for discussion of the Company’s policies.
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The following tables present information about the Company’s assets measured at fair value as of December 31, 2020 and 2019, respectively:
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
As of December 31, 2019
Level 1
Level 2
Level 3
Total
Portfolio Investments
Senior Secured Term Loans
$
—
$
—
$
349,570,424
$
349,570,424
Preferred Stock
—
—
437,515
437,515
Warrants
—
—
18,008,337
18,008,337
Total Portfolio Investments
—
—
368,016,276
368,016,276
U.S. Treasury Bill
99,965,423
—
—
99,965,423
Total Investments
$
99,965,423
$
—
$
368,016,276
$
467,981,699
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The Company recognizes transfers into and out of the levels indicated above at the end of the reporting period. There were no transfers into or out of the levels during the years ended December 31, 2020 and 2019. The following table presents a rollforward of Level 3 assets measured at fair value as of December 31, 2020:
Preferred
Senior Secured
Stock
Term Loans
Warrants
Total
Fair value at December 31, 2019
$
437,515
$
349,570,424
$
18,008,337
$
368,016,276
Amortization of fixed income premiums or accretion of discounts
—
9,238,509
—
9,238,509
Purchases of investments (1)
800,000
250,483,677
2,088,018
253,371,695
Sales or repayments of investments (1)
—
(103,716,096)
(2,874,028)
(106,590,124)
Realized gain (loss)
—
(7,835,899)
1,206,730
(6,629,169)
Change in unrealized appreciation (depreciation)
98,753
4,224,042
14,579,615
18,902,410
Fair value at December 31, 2020
$
1,336,268
$
501,964,657
$
33,008,672
$
536,309,597
Change in unrealized appreciation (depreciation) on Level 3 investments still held as of December 31, 2020
$
13,979
$
4,526,472
$
9,932,673
$
14,473,124
(1)
Includes PIK interest, and is net of reorganization and restructuring of investments.
The following table presents a rollforward of Level 3 assets measured at fair value as of December 31, 2019:
Preferred
Senior Secured
Stock
Term Loans
Warrants
Total
Fair value at December 31, 2018
$
461,826
$
208,539,353
$
15,247,210
$
224,248,389
Amortization of fixed income premiums or accretion of discounts
—
12,878,530
—
12,878,530
Purchases of investments (1)
—
236,997,789
6,001,426
242,999,215
Sales or repayments of investments (1)
—
(100,079,608)
(2,859,301)
(102,938,909)
Realized gain
—
—
228,171
228,171
Change in unrealized appreciation (depreciation)
(24,311)
(8,765,640)
(609,169)
(9,399,120)
Fair value at December 31, 2019
$
437,515
$
349,570,424
$
18,008,337
$
368,016,276
Change in unrealized appreciation (depreciation) on Level 3 investments still held as of December 31, 2019
$
(24,311)
$
(8,519,560)
$
728,460
$
(7,815,411)
(1)
Includes PIK interest, and is net of reorganization and restructuring of investments.
The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2020:
Range
Description
Fair Value
Valuation Technique
Unobservable Inputs
(Weighted Average)
Preferred Stock
$
1,336,268
Recent private market and merger and acquisition transaction prices
N/A
N/A
Senior Secured Term Loans (1)
471,256,844
Discounted Cash Flow analysis
Discount Rate
8.0%-100.0% (14.8%)
Market approach
Origination yield
11.4%-100.1% (14.3%)
30,707,813
PWERM
Discount Rate
19.5%-23.8% (20.2%)
Warrants (2)
16,803,367
Option pricing model
Risk-free interest rate
0.1%-0.8% (0.1%)
Average industry volatility
35.0%-72.2% (56.0%)
Estimated time to exit
0.3-9.2 (1.5)
Revenue Multiples
0.00x-5.85x (1.92x)
16,205,305
PWERM
Discount Rate
21.0%-40.0% (27.9%)
Revenue Multiples
0.00x-51.69x (5.62x)
Total Level 3 Investments
$
536,309,597
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The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2019:
Range
Description
Fair Value
Valuation Technique
Unobservable Inputs
(Weighted Average)
Preferred Stock
$
437,515
Recent private market
and merger and acquisition transaction prices
N/A
N/A
Senior Secured Term Loans (1)
336,388,211
Discounted Cash Flow
analysis
Discount rate
12.3%–28.0% (16.8%)
Market approach
Origination yield
12.3%–26.0% (14.5%)
13,182,213
PWERM
Discount rate
30.5%–36.2% (32.6%)
Warrants (2)
12,695,414
Option pricing model
Risk-free interest rate
1.6%–1.8% (1.6%)
Average industry volatility
30.0%–60.0% (41.2%)
Estimated time to exit
0.5 years–5.9 years (3.1 years)
Revenue Multiples
1.18x-7.57x (2.05x)
5,312,923
PWERM
Discount Rate
20.7% - 45.0% (32.6%)
Revenue Multiples
4.33x-4.79x (4.13x)
Total Level 3 Investments
$
368,016,276
(1)
The significant unobservable inputs used in the fair value measurement of the Company’s debt securities are origination yields and discount rates. The origination yield is defined as the initial market price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing participants. The discount rate is related to company specific characteristics such as underlying investment performance, projected cash flows, and other characteristics of the investment. Significant increases (decreases) in the inputs in isolation may result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. 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 the unobservable inputs.
(2)
The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are inputs used in the option pricing model (“OPM”) which include industry volatility, risk free interest rate and estimated time to exit. The Equity Allocation model and the Black Scholes model were the main OPM’s used. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. 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 the unobservable inputs. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.
Note 9 — Derivative Financial Instruments
In the normal course of business, the Company may utilize derivative contracts in connection with its investment activities. Investments in derivative contracts are subject to additional risks that can result in a loss of all or part of an investment. The derivative activities and exposure to derivative contracts primarily involve equity price risks. In addition to the primary underlying risk, additional counterparty risk exists due to the potential inability of counterparties to meet the terms of their contracts.
Warrants
Warrants provide exposure and potential gains upon equity appreciation of the portfolio company’s equity value. A warrant has a limited life and expires on a certain date. As a warrant’s expiration date approaches, the time value of the warrant will decline. In addition, if the stock underlying the warrant declines in price, the intrinsic value of an “in the money” warrant will decline. Further, if the price of the stock underlying the warrant does not exceed the strike price of the warrant on the expiration date, the warrant will expire worthless. As a result, there is the potential for the entire value of an investment in a warrant to be lost. The Company’s volume of warrant investment activity is closely correlated to its primary senior secured loans to portfolio companies. For the year ended
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December 31, 2020, the Company had realized gains of $1,175,229 and a net change in unrealized appreciation of $14,161,969 from its investments in warrants. For the year ended December 31, 2019, the Company had realized gains of $228,171 and a net change in unrealized (depreciation) of $(609,169) from its investments in warrants. For the year ended December 31, 2018, the Company had realized gains of $59,792 and a net change in unrealized (depreciation) of $(171,493) from its investments in warrants. Realized gains from warrants is included in Realized gain (loss) on non-control/non-affiliate investments, including U.S. Treasury Bills on the Statement of Operations. The net change in unrealized appreciation (depreciation) from warrants is included in Net change in unrealized appreciation (depreciation) on non-control/non-affiliate investments, including U.S. Treasury Bills, except for $358,682, $0 and $0, respectively for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, included in Net change in unrealized appreciation on control/affiliate investments.
Counterparty risk exists from the potential failure of an issuer of warrants to settle its exercised warrants. The maximum risk of loss from counterparty risk is the fair value of the contracts and the purchase price of the warrants. The Company’s Board of Directors considers the effects of counterparty risk when determining the fair value of its investments in warrants.
Note 10 — Credit Facilities
On May 31, 2019, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, as borrower, KeyBank National Association, as administrative agent, syndication agent, and a lender, CIBC Bank USA, as documentation agent and a lender, U.S. Bank National Association, as paying agent, the guarantors from time to time party thereto, and the other lenders from time to time party thereto.
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 cash and cash equivalent holdings of the Company. The Credit Agreement has an accordion feature that allows the Company 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. There can be no assurances that existing lenders will agree to such an increase, or that additional lenders will join the credit facility to increase available borrowings.
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. The Company also pays 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.
On November 10, 2020, Company entered into an amendment (the “Credit Facility Amendment”) to the Credit Agreement. The Credit Facility Amendment amended the Credit Agreement to, among other things: (i) increase the size of the aggregate commitments under the Credit Facility to $175 million from $100 million; (ii) add MUFG Union Bank, N.A. as a new lender and co-documentation agent under the Credit Agreement; (iii) revise the interest rate margin to be 3.00% for the remaining term of the Credit Facility regardless of the Credit Facility average utilization or the number of unaffiliated obligors on loans in the collateral; (iv) permit the Company to obtain a future subscription line of credit of up to $50 million; (v) revise the LIBOR replacement provisions; (vi) implement a 0.50% LIBOR floor and benchmark replacement rate floor on borrowings under the Credit Agreement; and (vii) revise certain of the borrowing base concentration limits. Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the 1940 Act.
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On December 2, 2020, the Company entered into an amendment (the “Credit Facility Amendment”) to the Credit Agreement. The Credit Facility Amendment is effective as of December 2, 2020.
The Credit Facility Amendment amended the Credit Agreement to: (i) increase the size of the aggregate commitments under the Credit Facility to $215 million from $175 million; (ii) increase the accordion amount under the Credit Facility from a $200 million maximum aggregate commitment amount to a $300 million maximum aggregate commitment amount; and (iii) add Bank of Hope and First Foundation Bank as new Lenders and Managing Agents under the Credit Agreement. Borrowing under the Credit Facility remains subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.
The Credit Agreement is secured by a perfected first priority security interest in substantially all of the Company’s assets and portfolio investments.
The Credit Agreement contains certain customary covenants and events of default for secured revolving credit facilities of this nature, including, without limitation, maintenance of a tangible net worth as of the last day of each fiscal quarter in excess of the greater of (i) $125 million plus 75% of the net proceeds of sales of equity interests in the Company and (ii) the loan balance of the Company’s four largest obligors; maintenance of an asset coverage ratio as of the last day of each fiscal quarter that equals or exceeds the greater of 150% and the ratio otherwise applicable to the Company under the 1940 Act; maintenance of an interest coverage ratio as of the last day of each fiscal quarter of 2.00 to 1.00; maintenance of a minimum liquidity amount as of the last day of each fiscal quarter; net income not being negative for two consecutive fiscal quarters or any trailing 12-month period; a limitation on incurring additional indebtedness without the prior written consent of the administrative agent (subject to limited exceptions); certain change-of-control events occur at the Company or the Company’s investment adviser; the departure of certain key persons from the Company or the Company’s investment adviser; RGC ceases to be the Company’s investment adviser; maintenance of business-development-company status and regulated-investment-company status; nonpayment; misrepresentation of representations and warranties; breach of covenant; and certain bankruptcy and liquidation events.
On June 22, 2018, the Company entered into a demand loan agreement (the “Uncommitted Facility”) and a revolving loan agreement (the “Committed Facility,” and together with the Uncommitted Facility, the “Credit Facilities”) with CIBC Bank USA (“CIBC”). An amendment to the Credit Facilities was entered into on September 24, 2018 between the Company and CIBC. On May 31, 2019, in conjunction with securing and entering into the new Credit Agreement, the Company terminated the Credit Facilities.
Prior to termination on May 31, 2019, the current maximum principal amount of available borrowings under each of the Uncommitted Facility and the Committed Facility was $30 million (for a combined maximum principal amount under the Credit Facilities of $60 million), subject in each case to availability under the borrowing base, which was based on unused capital commitments. Borrowings under the Credit Facilities bore interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, the LIBOR rate for the applicable interest period plus 2.50% or (ii) in the case of prime rate loans, CIBC’s prime commercial rate at the time of the borrowing minus 0.50%.
For the years ended December 31, 2020 and December 31, 2019, the weighted average outstanding debt balance was $27,449,454 and $12,355,311, respectively, and the weighted average effective interest rate under the Credit Agreement and Credit Facilities was 3.43% and 4.66%, respectively.
As of December 31, 2020, the Company had $99,000,000 outstanding under the Credit Agreement and the Credit Facilities with maturities as follows:
Date of
Loan Facility
Advance
Due Date
Amount
Rate
KeyBank National Association Loan Facility
6/30/2020
5/31/2022
$
99,000,000
3.22
%
$
99,000,000
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As of December 31, 2019, the Company had $61,000,000 outstanding under the Credit Facilities with maturities as follows:
Date of
Loan Facility
Advance
Due Date
Amount
Rate
KeyBank National Association Loan Facility
12/31/2019
5/31/2022
$
61,000,000
5.10
%
$
61,000,000
Senior Securities
Information about the Company’s senior securities is shown in the following table for the fiscal years ended December 31, 2018 through 2020. No senior securities were outstanding for the fiscal years ended December 31, 2016 and 2017.
Total Amount
Involuntary
Average
Outstanding
Asset
Liquidating
Market
Exclusive of
Coverage
Preference
Value
Class and Year
Treasury Securities (1)
per Unit (2)
per Unit (3)
per Unit (4)
Credit Agreement
Year Ended 12/31/2020
$
99,000,000
$
5,710
—
N/A
Year Ended 12/31/2019
$
61,000,000
$
7,169
—
N/A
Year Ended 12/31/2018
$
—
$
—
—
N/A
Credit Facilities
Year Ended 12/31/2020
$
—
$
—
—
N/A
Year Ended 12/31/2019
$
—
$
—
—
N/A
Year Ended 12/31/2018
$
59,500,000
$
3,811
—
N/A
Total
Year Ended 12/31/2020
$
99,000,000
$
5,710
—
N/A
Year Ended 12/31/2019
$
61,000,000
$
7,169
—
N/A
Year Ended 12/31/2018
$
59,500,000
$
3,811
—
N/A
(1) Total amount of each class of senior securities outstanding at the end of the period presented.
(2) Asset coverage per unit is the ratio of the carrying value of total assets, less all liabilities excluding indebtedness represented by senior securities in this table to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is express in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.
(3) The amount to which such class of senior security would be entitled upon the Company’s involuntary liquidation in preference to any security junior to it. The “—” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
(4) Not applicable because the senior securities are not registered for public trading.
(5) On June 22, 2018, the Company entered into the Credit Facilities with CIBC. On May 31, 2019, in conjunction with securing and entering into the new Credit Agreement, the Company terminated the Credit Facilities.
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Note 11 — Financial Highlights
Year Ended
Year Ended
Year Ended
Year Ended
Year Ended
December 31,
December 31,
December 31,
December 31,
December 31,
2020
2019
2018
2017
2016
Per Share Data (1) :
Net asset value at beginning of period
$
14.58
$
15.14
$
14.66
$
10.38
$
15.00
Net investment income (3)
1.38
1.95
1.26
(0.66)
(83.81)
Realized gain (loss)
(0.19)
0.03
—
—
—
Change in unrealized appreciation (depreciation)
0.52
(0.50)
—
0.14
(0.01)
Issuance of common shares
—
—
—
—
79.20
Dividends
(1.44)
(2.17)
(0.77)
—
—
Offering costs
—
(0.03)
—
—
—
Accretion (Dilution) (4)
(0.01)
0.16
(0.01)
4.80
—
Net asset value at end of period
$
14.84
$
14.58
$
15.14
$
14.66
$
10.38
Total return based on net asset value (2)
1.79
%
(3.70)
%
3.27
%
41.23
%
(30.80)
%
Weighted-average shares outstanding for period, basic
27,617,425
18,701,021
9,300,960
2,795,274
10,774
Ratio/Supplemental Data:
Net assets at end of period
$
466,243,685
$
376,313,221
$
167,369,395
$
127,040,377
$
3,476,672
Average net assets (5)
$
403,188,386
$
283,773,605
$
141,046,177
$
40,388,772
$
151,520
Ratio of net operating expenses to average net assets (6)
4.84
%
6.58
%
6.42
%
12.46
%
595.90
%
Ratio of net increase (decrease) in net assets resulting from operations to average net assets
11.62
%
9.74
%
8.34
%
(3.56)
%
(595.90)
%
(1)
Financial highlights are based on weighted-average shares outstanding.
(2)
Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share in the year.
(3)
Return from investment operations was 9.47%, 12.88%, 8.59%, (6.36)% and (30.80)% for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, respectively. Return from investment operations represents returns on net investment income from operations.
(4)
Return from accretion (dilution) was (0.06)%, 0.88%, (0.07)%, 46.24% and 0.00% for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, respectively.
(5)
Ratio of net investment income to average net assets was 9.47%, 12.88%, 8.30%, (4.56)% and (595.90)% for the years ended December 31, 2020, 2019, 2018, 2017, and 2016, respectively.
(6)
Ratio of net operating expenses excluding incentive fees, to average net assets was 3.04%, 3.64%, 5.42%, 12.46% and 595.95% for the years ended December 31, 2020, 2019, 2018, 2017 and 2016, respectively.
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Note 12 — Selected Quarterly Financial Data (Unaudited)
March 31,
June 30,
September 30,
December 31,
2020
2020
2020
2020
Total investment income
$
14,820,857
$
11,801,054
$
14,215,723
$
16,788,669
Total operating expenses
5,177,270
3,927,213
4,693,143
5,758,960
Net investment income
9,643,587
7,873,841
9,522,580
11,029,709
Net realized gain (loss) on investments
(6,717,262)
203,854
1,142,706
23,293
Net change in unrealized appreciation (depreciation) on investments
(1,179,081)
5,496,594
243,742
9,696,337
Increase in net assets resulting from operations
1,747,244
13,574,289
10,909,028
20,749,339
Increase in net assets resulting from operations per share
$
0.07
$
0.51
$
0.40
$
0.38
Net asset value per share as of the end of the period
$
14.25
$
14.41
$
14.46
$
14.84
March 31,
June 30,
September 30,
December 31,
2019
2019
2019
2019
Total investment income
$
12,150,329
$
16,395,990
$
11,834,485
$
14,758,332
Total operating expenses
4,076,305
5,025,981
4,329,742
5,253,277
Net investment income (loss)
8,074,024
11,370,009
7,504,743
9,505,055
Net realized gain on investments
—
493,308
(966)
116,689
Net change in unrealized appreciation (depreciation) on investments
(2,240,510)
(3,247,119)
(2,782,423)
(1,146,410)
Increase (decrease) in net assets resulting from operations
5,833,514
8,616,198
4,721,354
8,475,334
Increase (decrease) in net assets resulting from operations per share
$
0.40
$
0.55
$
0.24
$
0.38
Net asset value per share as of the end of the period
$
15.13
$
14.76
$
14.52
$
14.58
Note 13 — Subsequent Events
The Company evaluated events subsequent to December 31, 2020 through March 11, 2021, the date the financial statements were issued.
On January 26, 2021, the Company funded an investment of $250,000 to The Kairn Corporation.
On January 27, 2021, as part of an overall reorganization of Pivot3, Inc., Pivot3, Inc. changed its name to Pivot3 Holdings, Inc. and the Company: (i) funded a $1,000,000 investment of Series 1 Preferred Stock, and (ii) converted the $1,000,000 Convertible Bridge Loan into Series 1 Preferred Stock. Further, in conjunction with the reorganization, our Series D warrants were effectively canceled and as such we recorded a $216,610 realized loss.
On February 11, 2021, the Company funded an investment of $500,000 to Mojix, Inc.
On February 23, 2021, the Company funded an investment of $2,000,000 to Massdrop, Inc.
On March 2, 2021, 3DNA Corp. prepaid its outstanding principal balance of $7,500,000. In addition, the Company received cash proceeds of $598,438 in conjunction with ETP, prepayment fees, and interest for total proceeds of $8,098,438.
On March 4, 2021, the Company declared a dividend of $0.37 per share payable on March 19, 2021 to shareholders of record as of March 5, 2021. The Company set December 31, 2020 as the valuation date for shares issued in connection with the dividend pursuant to the Company’s dividend reinvestment plan.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
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.