UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

Washington, D.C. 20549

Form 10-Q

FORM 10-Q

(Mark One)

(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2017

MARCH 31, 2020
OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                     
COMMISSION FILE NUMBER: 814-01044

TriplePoint Venture Growth BDC Corp.

(Exact name of registrant as specified in its charter)

MARYLAND

46-3082016

MARYLAND46-3082016
(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

(I.R.S. Employer
Identification No.)

TriplePoint Venture Growth BDC Corp.

2755 Sand Hill Road, Suite 150, Menlo Park, California 94025

(Address of principal executive office)

(650) 854-2090

(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per shareTPVGThe New York Stock Exchange
5.75% Notes due 2022TPVYThe New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x   No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨  No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

¨

Accelerated filer

x

Non-accelerated filer

(Do not check if a small reporting company) 

¨

Smaller reporting company

¨

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No    x

As of NovemberMay 6, 2017,2020, the registrantRegistrant had 17,711,18430,746,131 shares of common stock, $0.01 par value per share, outstanding.

1




TriplePoint Venture Growth BDC Corp.

TABLE OF CONTENTS

PAGE

Page

PART I. FINANCIAL INFORMATION

Item 1.

3

4

5

6

7

16

Item 2.

34

Forward-Looking Statements

34

Overview

35

Portfolio Composition, Investment Activity and Asset Quality

36

Results of Operations

42

Critical Accounting Policies

47

Liquidity and Capital Resources

47

Recent Developments

51

Item 3.

52

Item 4.

53

PART II. OTHER INFORMATION

Item 1.

54

Item 1A.

54

Item 2

2.

54

Item 3.

54

Item 4.

54

Item 5.

54

Item 6.

55

SIGNATURES

56

2



PART I - FINANCIAL INFORMATION
PART I—FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1.  Financial Statements

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except per share data)

 

 

September 30, 2017

 

 

December 31, 2016

 

 

 

(unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Investments at fair value (amortized cost of $309,219 and $370,116, respectively)

 

$

311,136

 

 

$

374,311

 

Short-term investments at fair value (cost of $94,962 and $39,990, respectively)

 

 

94,962

 

 

 

39,990

 

Cash

 

 

5,145

 

 

 

7,776

 

Restricted cash

 

 

3,327

 

 

 

7,702

 

Deferred credit facility costs

 

 

1,155

 

 

 

1,774

 

Prepaid expenses and other assets

 

 

1,880

 

 

 

2,669

 

Total assets

 

$

417,605

 

 

$

434,222

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Revolving Credit Facility

 

$

25,500

 

 

$

115,000

 

2020 Notes, net

 

 

 

 

 

53,288

 

2022 Notes, net

 

 

72,302

 

 

 

 

Payable for U.S. Treasury bill assets

 

 

94,962

 

 

 

39,990

 

Base management fee payable

 

 

1,567

 

 

 

1,449

 

Income incentive fee payable

 

 

1,066

 

 

 

1,208

 

Accrued capital gains incentive fee

 

 

 

 

 

 

Payable to directors and officers

 

 

60

 

 

 

63

 

Other accrued expenses and liabilities

 

 

7,389

 

 

 

7,361

 

Total liabilities

 

$

202,846

 

 

$

218,359

 

Commitments and Contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets

 

 

 

 

 

 

 

 

Preferred stock, par value $0.01 per share (50,000 shares authorized; no shares issued and outstanding, respectively)

 

$

 

 

$

 

Common stock, par value $0.01 per share (450,000 shares authorized; 16,043 and 15,981 shares issued and outstanding, respectively)

 

 

160

 

 

 

160

 

Paid-in capital in excess of par value

 

 

232,317

 

 

 

231,518

 

Undistributed net investment income

 

 

4,862

 

 

 

1,025

 

Accumulated net realized losses

 

 

(24,498

)

 

 

(21,035

)

Accumulated net unrealized gains on investments

 

 

1,918

 

 

 

4,195

 

Total net assets

 

$

214,759

 

 

$

215,863

 

Total liabilities and net assets

 

$

417,605

 

 

$

434,222

 

 

 

 

 

 

 

 

 

 

Net asset value per share

 

$

13.39

 

 

$

13.51

 

 March 31, 2020 December 31, 2019
 (unaudited)  
Assets   
Investments at fair value (amortized cost of $737,726 and $660,675, respectively)$713,155
 $653,129
Cash84,693
 20,285
Restricted cash887
 6,156
Deferred credit facility costs1,319
 1,603
Prepaid expenses and other assets2,971
 2,975
Total assets$803,025
 $684,148
    
Liabilities   
Revolving Credit Facility$257,000
 $262,300
2022 Notes, net73,581
 73,454
2025 Notes, net69,054
 
Base management fee payable2,774
 2,462
Income incentive fee payable
 1,362
Payable to directors and officers
 86
Other accrued expenses and liabilities5,620
 11,978
Total liabilities$408,029
 $351,642
Commitments and Contingencies (Note 7)   
    
Net assets   
Preferred stock, par value $0.01 per share (50,000 shares authorized; no shares issued and outstanding, respectively)$
 $
Common stock, par value $0.01 per share (450,000 shares authorized; 30,746 and 24,923 shares issued and outstanding, respectively)307
 249
Paid-in capital in excess of par value411,644
 333,052
Total distributable earnings (loss)(16,955) (795)
Total net assets$394,996
 $332,506
Total liabilities and net assets$803,025
 $684,148
    
Net asset value per share$12.85
 $13.34

See accompanying notes to condensed consolidated financial statements.

3



TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Investment income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income from investments

 

$

10,310

 

 

$

11,207

 

 

$

39,061

 

 

$

31,214

 

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expirations / terminations of unfunded commitments

 

 

 

 

 

1,133

 

 

 

418

 

 

 

1,558

 

Other fees

 

 

109

 

 

 

162

 

 

 

926

 

 

 

214

 

Total investment and other income

 

 

10,419

 

 

 

12,502

 

 

 

40,405

 

 

 

32,986

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Base management fee

 

 

1,567

 

 

 

1,376

 

 

 

4,805

 

 

 

4,076

 

Income incentive fee

 

 

1,066

 

 

 

1,568

 

 

 

4,520

 

 

 

1,568

 

Capital gains incentive fee

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense and amortization of fees

 

 

2,306

 

 

 

2,036

 

 

 

6,861

 

 

 

5,733

 

Administration agreement expenses

 

 

346

 

 

 

395

 

 

 

1,058

 

 

 

1,190

 

General and administrative expenses

 

 

767

 

 

 

632

 

 

 

2,044

 

 

 

2,238

 

Total operating expenses

 

 

6,052

 

 

 

6,007

 

 

 

19,288

 

 

 

14,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

4,367

 

 

 

6,495

 

 

 

21,117

 

 

 

18,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gains (losses) on investments

 

 

1,044

 

 

 

1,081

 

 

 

(2,351

)

 

 

(20,906

)

Net change in unrealized (losses) gains on investments

 

 

(620

)

 

 

3,859

 

 

 

(2,277

)

 

 

6,906

 

Net realized loss on extinguishment of debt

 

 

(1,112

)

 

 

 

 

 

(1,112

)

 

 

 

Net realized and unrealized (losses) gains

 

 

(688

)

 

 

4,940

 

 

 

(5,740

)

 

 

(14,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

3,679

 

 

$

11,435

 

 

$

15,377

 

 

$

4,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net investment income per share

 

$

0.27

 

 

$

0.40

 

 

$

1.32

 

 

$

1.12

 

Basic and diluted net increase in net assets per share

 

$

0.23

 

 

$

0.71

 

 

$

0.96

 

 

$

0.26

 

Basic and diluted weighted average shares of common stock outstanding

 

 

16,023

 

 

 

16,091

 

 

 

16,001

 

 

 

16,227

 

 For the Three Months Ended March 31,
 2020 2019
Investment income   
Interest income from investments$20,274
 $17,147
Other income   
Expirations / terminations of unfunded commitments548
 158
Other fees19
 186
Total investment and other income20,841
 17,491
    
Operating expenses   
Base management fee2,774
 1,761
Income incentive fee
 2,479
Interest expense and amortization of fees4,162
 2,203
Administration agreement expenses681
 422
General and administrative expenses987
 711
Total operating expenses8,604
 7,576
    
Net investment income12,237
 9,915
    
Net realized and unrealized gains (losses)   
Net realized gains (losses) on investments(330) (29)
Net change in unrealized gains (losses) on investments(17,025) 1,183
Net realized and unrealized gains (losses)(17,355) 1,154
    
Net increase (decrease) in net assets resulting from operations$(5,118) $11,069
    
Basic and diluted net investment income per share$0.41
 $0.40
Basic and diluted net increase (decrease) in net assets per share$(0.17) $0.45
Basic and diluted weighted average shares of common stock outstanding29,883
 24,782

See accompanying notes to condensed consolidated financial statements.

4



TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

(unaudited)

(in thousands)

 

 

Shares of Common Stock

 

 

Total Net Assets

 

Balance as of January 1, 2016

 

 

16,302

 

 

$

231,646

 

Net increase in net assets resulting from operations

 

 

 

 

 

4,181

 

Distributions declared

 

 

 

 

 

(17,475

)

Common stock issuance, net

 

 

142

 

 

 

1,416

 

Acquisition of common stock under repurchase plan

 

 

(486

)

 

 

(5,376

)

Balance as of September 30, 2016

 

 

15,958

 

 

 

214,392

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2017

 

 

15,981

 

 

 

215,863

 

Net increase in net assets resulting from operations

 

 

 

 

 

15,377

 

Distributions declared

 

 

 

 

 

(17,280

)

Common stock issuance, net

 

 

62

 

 

 

799

 

Balance as of September 30, 2017

 

 

16,043

 

 

$

214,759

 

   Paid-in capital in excess of par value Total distributable earnings (loss) Net assets
 Common stock   
 Shares Par value   
Balance at December 31, 201824,780
 $248
 $331,329
 $2,954
 $334,531
Net increase (decrease) in net assets resulting from operations
 
 
 11,069
 11,069
Distributions reinvested in common stock40
 
 518
 
 518
Distributions from net investment income
 
 
 (8,919) (8,919)
Balance at March 31, 201924,820
 $248
 $331,847
 $5,104
 $337,199
          
Balance at December 31, 201924,923
 $249
 $333,052
 $(795) $332,506
Net increase (decrease) in net assets resulting from operations
 
 
 (5,118) (5,118)
Issuance of common stock5,750
 57
 78,180
 
 78,237
Distributions reinvested in common stock73
 1
 412
 
 413
Distributions from net investment income
 
 
 (11,042) (11,042)
Balance at March 31, 202030,746
 $307
 $411,644
 $(16,955) $394,996

See accompanying notes to condensed consolidated financial statements.

5



TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)

 

 

For the Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets resulting from operations

 

$

15,377

 

 

$

4,181

 

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Fundings and purchases of investments

 

 

(153,127

)

 

 

(93,805

)

(Purchase) sale of short-term investments, net

 

 

(54,972

)

 

 

(9,839

)

Principal payments and proceeds from investments

 

 

213,801

 

 

 

46,773

 

Payment-in-kind interest on investments

 

 

(1,501

)

 

 

(1,284

)

Net change in unrealized losses (gains) on investments

 

 

2,277

 

 

 

(6,906

)

Realized losses

 

 

3,463

 

 

 

20,906

 

Amortization and accretion of premiums and discounts, net

 

 

(1,551

)

 

 

(1,596

)

Accretion of end-of-term payments, net of prepayments

 

 

914

 

 

 

(3,225

)

Amortization of debt fees and issuance costs

 

 

961

 

 

 

940

 

Change in restricted cash

 

 

4,375

 

 

 

(237

)

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Payable for U.S. Treasury bill assets

 

 

54,972

 

 

 

9,839

 

Prepaid expenses and other assets

 

 

791

 

 

 

(340

)

Base management fee payable

 

 

118

 

 

 

1

 

Income incentive fee payable

 

 

(142

)

 

 

115

 

Payable to directors and officers

 

 

(3

)

 

 

(12

)

Other accrued expenses and liabilities

 

 

29

 

 

 

50

 

Net cash provided by (used in) operating activities

 

 

85,782

 

 

 

(34,439

)

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

(Repayments) borrowings under revolving credit facility, net

 

 

(89,500

)

 

 

39,000

 

Repurchase of common stock

 

 

 

 

 

(5,376

)

Distributions paid, net

 

 

(16,481

)

 

 

(16,059

)

Deferred credit facility costs

 

 

 

 

 

(1,080

)

Repayment of 2020 Notes

 

 

(54,625

)

 

 

 

Net proceeds from issuance of 2022 Notes

 

 

72,193

 

 

 

 

Net cash (used in) provided by financing activities

 

 

(88,413

)

 

 

16,485

 

Net change in cash

 

 

(2,631

)

 

 

(17,954

)

Cash at beginning of period

 

 

7,776

 

 

 

32,451

 

Cash at end of period

 

$

5,145

 

 

$

14,497

 

Supplemental Disclosure of Non-Cash Financing Activities:

 

 

 

 

 

 

 

 

Distributions reinvested

 

$

799

 

 

$

1,416

 

Accrued 2022 Notes issuance costs

 

$

211

 

 

$

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

5,757

 

 

$

4,615

 

 For the Three Months Ended March 31,
 2020 2019
Cash Flows from Operating Activities:   
Net increase (decrease) in net assets resulting from operations$(5,118) $11,069
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:   
Fundings and purchases of investments, net(79,519) (89,629)
Sales (purchase) of short-term investments, net
 (29,995)
Principal payments and proceeds from investments6,813
 70,550
Payment-in-kind interest on investments(852) (771)
Net change in unrealized (gains) losses on investments17,025
 (1,183)
Net realized (gains) losses on investments330
 29
Amortization and accretion of premiums and discounts, net(1,335) (906)
(Accretion) reduction of end-of-term payments, net of prepayments(2,488) (2,329)
Amortization of debt fees and issuance costs412
 390
Change in operating assets and liabilities:   
Payable for U.S. Treasury bill assets
 29,995
Prepaid expenses and other assets4
 (1,273)
Base management fee payable312
 36
Income incentive fee payable(1,362) (79)
Payable to directors and officers(86) 3
Other accrued expenses and liabilities(6,358) (3,244)
Net cash (used in) provided by operating activities(72,222) (17,337)
Cash Flows from Financing Activities:   
(Repayments) borrowings under revolving credit facility, net(5,300) 57,776
Distributions paid, net(10,629) (8,401)
Proceeds from issuance of 2025 Notes69,054
 
Proceeds from issuance of common stock78,236
 
Net cash provided by (used in) financing activities131,361
 49,375
Net change in cash and restricted cash59,139
 32,038
Cash and restricted cash at beginning of period26,441
 9,949
Cash and restricted cash at end of period$85,580
 $41,987
    
Supplemental Disclosures of Cash Flow Information:   
Cash paid for interest$3,685
 $1,693
Distributions reinvested$413
 $518
Offering costs yet to be paid$
 $20
    
 For the Three Months Ended March 31,
 2020 2019
Cash$84,693
 $35,973
Restricted cash887
 6,014
Total cash and restricted cash shown in the statement of cash flows$85,580
 $41,987

See accompanying notes to condensed consolidated financial statements.

6


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

(unaudited)

(dollars in thousands)

As of September 30, 2017

Venture Growth Stage Company

 

Industry

 

Type of Investment

 

Outstanding Principal

 

 

Cost

 

 

Fair Value

 

 

Maturity Date

Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biofuels / Biomass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harvest Power, Inc.

 

Biofuels / Biomass

 

Growth Capital Loan (13.00% interest rate, 9.00% EOT payment)

 

$

13,250

 

 

$

14,374

 

 

$

13,811

 

 

5/31/2018

Total Biofuels / Biomass  - 6.43%*

 

 

 

 

 

 

13,250

 

 

 

14,374

 

 

 

13,811

 

 

 

Building Materials/Construction Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

View, Inc.

 

Building Materials/Construction Machinery

 

Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)

 

 

13,276

 

 

 

12,737

 

 

 

12,742

 

 

6/30/2021

 

 

Building Materials/Construction Machinery

 

Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)

 

 

6,356

 

 

 

6,086

 

 

 

6,087

 

 

6/30/2021

 

 

Building Materials/Construction Machinery

 

Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)

 

 

8,568

 

 

 

8,177

 

 

 

8,180

 

 

7/31/2021

 

 

Building Materials/Construction Machinery

 

Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)

 

 

1,935

 

 

 

1,832

 

 

 

1,831

 

 

9/30/2021

 

 

Building Materials/Construction Machinery

 

Convertible Note (10.10% PIK interest rate, 14.00% EOT Payment)

 

 

1,031

 

 

 

1,043

 

 

 

1,138

 

 

1/25/2020

Total Building Materials/Construction Machinery  - 13.96%*

 

 

 

 

31,166

 

 

 

29,875

 

 

 

29,978

 

 

 

Business Applications Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FinancialForce.com, Inc.

 

Business Applications Software

 

Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)

 

 

15,000

 

 

 

14,559

 

 

 

14,739

 

 

12/31/2020

 

 

Business Applications Software

 

Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)

 

 

15,000

 

 

 

14,392

 

 

 

14,569

 

 

6/30/2021

 

 

Business Applications Software

 

Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)

 

 

15,000

 

 

 

14,291

 

 

 

14,284

 

 

9/30/2021

 

 

 

 

 

 

 

45,000

 

 

 

43,242

 

 

 

43,592

 

 

 

MapR Technologies, Inc.

 

Business Applications Software

 

Equipment Loan (8.00% interest rate,10.00% EOT payment)

 

 

1,594

 

 

 

1,811

 

 

 

1,817

 

 

9/30/2018

 

 

Business Applications Software

 

Equipment Lease  (8.25% interest rate, 10.00% EOT payment) (1)

 

 

105

 

 

 

105

 

 

 

106

 

 

1/31/2019

 

 

Business Applications Software

 

Equipment Lease  (8.25% interest rate, 10.00% EOT payment) (1)

 

 

1,322

 

 

 

1,322

 

 

 

1,331

 

 

6/30/2019

 

 

Business Applications Software

 

Equipment Loan (6.50% interest rate,10.00% EOT payment)

 

 

617

 

 

 

644

 

 

 

646

 

 

6/30/2019

 

 

Business Applications Software

 

Equipment Lease  (8.50% interest rate, 10.00% EOT payment) (1)

 

 

140

 

 

 

140

 

 

 

141

 

 

12/31/2019

 

 

Business Applications Software

 

Equipment Loan (6.75% interest rate,10.00% EOT payment)

 

 

275

 

 

 

279

 

 

 

279

 

 

10/31/2019

 

 

Business Applications Software

 

Equipment Lease  (8.75% interest rate, 10.00% EOT payment) (1)

 

 

409

 

 

 

409

 

 

 

410

 

 

4/30/2020

 

 

Business Applications Software

 

Equipment Loan (7.00% interest rate,10.00% EOT payment)

 

 

139

 

 

 

138

 

 

 

138

 

 

1/31/2020

 

 

Business Applications Software

 

Equipment Lease  (9.00% interest rate, 10.00% EOT payment) (1)

 

 

503

 

 

 

504

 

 

 

504

 

 

7/31/2020

 

 

 

 

 

 

 

5,104

 

 

 

5,352

 

 

 

5,372

 

 

 

Total Business Applications Software  - 22.80%*

 

 

 

 

50,104

 

 

 

48,594

 

 

 

48,964

 

 

 

Database Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SimpliVity Corporation

 

Database Software

 

Equipment Lease (6.75% interest rate, 10.00% EOT payment) (1)

 

 

1,974

 

 

 

1,974

 

 

 

2,148

 

 

12/31/2018

 

 

Database Software

 

Equipment Lease (6.75% interest rate, 7.50% EOT payment) (1)

 

 

1,125

 

 

 

1,125

 

 

 

1,188

 

 

6/30/2018

 

 

Database Software

 

Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)

 

 

920

 

 

 

920

 

 

 

997

 

 

12/31/2018

 

 

Database Software

 

Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)

 

 

643

 

 

 

643

 

 

 

706

 

 

2/28/2019

 

 

Database Software

 

Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)

 

 

40

 

 

 

40

 

 

 

44

 

 

3/31/2019

 

 

Database Software

 

Equipment Lease (9.00% interest rate, 10.00% EOT payment) (1)

 

 

3,669

 

 

 

3,669

 

 

 

4,122

 

 

9/30/2018

Total Database Software  - 4.29%*

 

 

 

 

 

 

8,371

 

 

 

8,371

 

 

 

9,205

 

 

 

E-Commerce - Clothing and Accessories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outfittery GMBH (1) (2) (3)

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (12.25% interest rate, 9.00% EOT payment)

 

 

7,127

 

 

 

6,719

 

 

 

6,676

 

 

8/31/2021

 

 

 

 

 

 

 

7,127

 

 

 

6,719

 

 

 

6,676

 

 

 

Rent the Runway, Inc.

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 7.00% interest rate, 6.25% EOT payment)

 

 

10,000

 

 

 

10,346

 

 

 

10,619

 

 

11/30/2018

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)

 

 

6,000

 

 

 

6,099

 

 

 

6,285

 

 

6/30/2019

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)

 

 

2,000

 

 

 

2,013

 

 

 

2,085

 

 

10/31/2019

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.25% interest rate, 4.50% EOT payment)

 

 

4,000

 

 

 

3,989

 

 

 

4,086

 

 

11/30/2019

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.50% interest rate, 5.25% EOT payment)

 

 

5,500

 

 

 

5,165

 

 

 

5,435

 

 

6/30/2021

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.50% interest rate, 5.25% EOT payment)

 

 

4,500

 

 

 

4,188

 

 

 

4,187

 

 

9/30/2021

 

 

 

 

 

 

 

32,000

 

 

 

31,800

 

 

 

32,697

 

 

 

Total E-Commerce - Clothing and Accessories  - 18.33%*

 

 

 

 

39,127

 

 

 

38,519

 

 

 

39,373

 

 

 

Entertainment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mind Candy Limited (1) (3)

 

Entertainment

 

Growth Capital Loan (11.00% PIK, 3.00% Cash,9.50% EOT payment)

 

 

9,163

 

 

 

10,051

 

 

 

7,608

 

 

1/31/2019

Total Entertainment  - 3.54%*

 

 

 

 

 

 

9,163

 

 

 

10,051

 

 

 

7,608

 

 

 

Financial Institution and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BlueVine Capital, Inc.

 

Financial Institution and Services

 

Growth Capital Loan (8.75% interest rate, 3.05% EOT payment)

 

 

10,000

 

 

 

9,839

 

 

 

9,837

 

 

3/31/2019

 

 

 

 

 

 

 

10,000

 

 

 

9,839

 

 

 

9,837

 

 

 

KnCMiner AB (1) (3) (8) (11)

 

Financial Institution and Services

 

Growth Capital Loan (9.00% interest rate, 6.00% EOT payment)

 

 

3,544

 

 

 

3,595

 

 

 

3,335

 

 

6/30/2018

 

 

Financial Institution and Services

 

Growth Capital Loan (9.25% interest rate, 6.00% EOT payment)

 

 

1,695

 

 

 

1,692

 

 

 

1,596

 

 

6/30/2018

 

 

 

 

 

 

 

5,239

 

 

 

5,287

 

 

 

4,931

 

 

 

WorldRemit Limited (1) (3)

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

5,218

 

 

 

5,256

 

 

12/31/2018

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

5,092

 

 

 

5,172

 

 

6/30/2019

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

5,085

 

 

 

5,172

 

 

6/30/2019

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

4,989

 

 

 

5,106

 

 

11/30/2019

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 3.75% interest rate, 4.00% EOT payment)

 

 

5,000

 

 

 

5,012

 

 

 

5,017

 

 

3/31/2018

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 4.00% EOT payment)

 

 

5,000

 

 

 

4,871

 

 

 

4,869

 

 

7/31/2020

 

 

 

 

 

 

 

30,000

 

 

 

30,267

 

 

 

30,592

 

 

 

Total Financial Institution and Services  - 21.12%*

 

 

 

 

45,239

 

 

 

45,393

 

 

 

45,360

 

 

 

Food & Beverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blue Bottle Coffee, Inc.

 

Food & Beverage

 

Growth Capital Loan (Prime + 1.50% interest rate, 0.25% EOT payment)

 

 

5,000

 

 

 

5,001

 

 

 

5,013

 

 

10/31/2017

 

 

Food & Beverage

 

Growth Capital Loan (Prime + 1.50% interest rate)

 

 

5,000

 

 

 

4,944

 

 

 

5,000

 

 

12/31/2017

Total Food & Beverage  - 4.66%*

 

 

 

 

 

 

10,000

 

 

 

9,945

 

 

 

10,013

 

 

 

Food & Drug

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PillPack, Inc.

 

Food & Drug

 

Growth Capital Loan (Prime + 5.75% interest rate, 9.00% EOT payment)

 

 

5,000

 

 

 

4,918

 

 

 

4,916

 

 

8/31/2020

Total Food & Drug  - 2.29%*

 

 

 

 

 

 

5,000

��

 

 

4,918

 

 

 

4,916

 

 

 

Network Systems Management Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Virtual Instruments Corporation

 

Network Systems Management Software

 

Growth Capital Loan (10.00% interest rate)

 

 

5,000

 

 

 

5,000

 

 

 

4,993

 

 

4/4/2020

 

 

Network Systems Management Software

 

Growth Capital Loan (5.00% PIK interest rate)

 

 

21,941

 

 

 

21,941

 

 

 

20,853

 

 

4/4/2021

 

 

Network Systems Management Software

 

Growth Capital Loan (5.00% PIK interest rate)

 

 

5,264

 

 

 

5,264

 

 

 

4,917

 

 

4/4/2021

Total Network Systems Management Software  - 14.32%*

 

 

 

 

32,205

 

 

 

32,205

 

 

 

30,763

 

 

 

Restaurant / Food Service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Munchery, Inc.

 

Restaurant / Food Service

 

Growth Capital Loan (Prime + 8.25% interest rate, 8.75% EOT payment)

 

 

2,589

 

 

 

2,664

 

 

 

2,636

 

 

6/30/2019

Total Restaurant / Food Service  - 1.23%*

 

 

 

 

 

 

2,589

 

 

 

2,664

 

 

 

2,636

 

 

 

Security Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ring, Inc.

 

Security Products

 

Growth Capital Loan (Prime + 2.75% interest rate, 3.50% EOT payment)

 

 

20,000

 

 

 

19,838

 

 

 

19,832

 

 

8/31/2018

Total Security Products  - 9.23%*

 

 

 

 

 

 

20,000

 

 

 

19,838

 

 

 

19,832

 

 

 


See accompanying notes to condensed consolidated financial statements.

7


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2017

Venture Growth Stage Company

 

Industry

 

Type of Investment

 

Outstanding Principal

 

 

Cost

 

 

Fair Value

 

 

Maturity Date

Debt Investments (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forgerock, Inc.

 

Security Services

 

Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)

 

$

8,214

 

 

$

8,572

 

 

$

8,678

 

 

9/30/2019

 

 

Security Services

 

Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)

 

 

4,854

 

 

 

4,943

 

 

 

5,009

 

 

2/29/2020

Total Security Services  - 6.37%*

 

 

 

 

 

 

13,068

 

 

 

13,515

 

 

 

13,687

 

 

 

Wireless Communications Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cambridge Broadband Network Limited (1) (3)

Wireless Communications Equipment

 

Growth Capital Loan (Prime + 10.75% interest rate)

 

 

6,045

 

 

 

6,585

 

 

 

6,592

 

 

12/31/2017

Eero, Inc.

 

Wireless Communications Equipment

 

Growth Capital Loan (Prime + 8.25% interest rate)

 

 

10,000

 

 

 

9,892

 

 

 

9,945

 

 

11/30/2019

Total Wireless Communications Equipment  - 7.70%*

 

 

 

 

16,045

 

 

 

16,477

 

 

 

16,537

 

 

 

Total Debt Investments  - 136.28%*

 

 

 

 

 

$

295,327

 

 

$

294,739

 

 

$

292,683

 

 

 

See accompanying notes to condensed consolidated financial statements.

8


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2017

Venture Growth Stage Company

 

Industry

 

Type of Warrant

 

Shares

 

 

Cost

 

 

Fair Value

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising / Marketing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

InMobi Pte Ltd. (1) (2) (3)

 

Advertising / Marketing

 

Ordinary Shares

 

 

48,500

 

 

$

35

 

 

$

103

 

Total Advertising / Marketing  - 0.05%*

 

 

 

 

 

 

48,500

 

 

 

35

 

 

 

103

 

Biofuels / Biomass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harvest Power, Inc.

 

Biofuels / Biomass

 

Common Stock

 

 

350

 

 

 

77

 

 

 

 

Total Biofuels / Biomass - 0.00%*

 

 

 

 

 

 

350

 

 

 

77

 

 

 

 

Building Materials/Construction Machinery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

View, Inc.

 

Building Materials/Construction Machinery

 

Preferred Stock

 

 

2,222,222

 

 

 

500

 

 

 

500

 

Total Building Materials/Construction Machinery  - 0.23%*

 

 

 

 

 

 

2,222,222

 

 

 

500

 

 

 

500

 

Business Applications Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FinancialForce.com, Inc.

 

Business Applications Software

 

Preferred Stock

 

 

547,440

 

 

 

1,540

 

 

 

1,655

 

Lattice Engines, Inc. (2)

 

Business Applications Software

 

Preferred Stock

 

 

396,652

 

 

 

48

 

 

 

95

 

MapR Technologies, Inc.

 

Business Applications Software

 

Preferred Stock

 

 

256,388

 

 

 

42

 

 

 

46

 

Medallia, Inc. (2)

 

Business Applications Software

 

Preferred Stock

 

 

55,814

 

 

 

11

 

 

 

76

 

Total Business Applications Software  - 0.87%*

 

 

 

 

 

 

1,256,294

 

 

 

1,641

 

 

 

1,872

 

Business to Business Marketplace

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Optoro, Inc. (2)

 

Business to Business Marketplace

 

Preferred Stock

 

 

10,346

 

 

 

40

 

 

 

7

 

Total Business to Business Marketplace  - 0.00%*

 

 

 

 

 

 

10,346

 

 

 

40

 

 

 

7

 

Conferencing Equipment / Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuze, Inc. (fka Thinking Phone Networks, Inc.) (2)

 

Conferencing Equipment / Services

 

Preferred Stock

 

 

323,381

 

 

 

670

 

 

 

639

 

Total Conferencing Equipment / Services  - 0.30%*

 

 

 

 

 

 

323,381

 

 

 

670

 

 

 

639

 

E-Commerce - Clothing and Accessories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JackThreads, Inc. (2)

 

E-Commerce - Clothing and Accessories

 

Common Stock

 

 

283,401

 

 

 

88

 

 

 

 

Outfittery GMBH (1) (2) (3) (10)

 

E-Commerce - Clothing and Accessories

 

Cash Exit Fee

 

 

 

 

 

404

 

 

 

401

 

Rent the Runway, Inc.

 

E-Commerce - Clothing and Accessories

 

Preferred Stock

 

 

88,037

 

 

 

213

 

 

 

828

 

Rent the Runway, Inc.

 

E-Commerce - Clothing and Accessories

 

Common Stock

 

 

116,047

 

 

 

793

 

 

 

1,617

 

Stance, Inc. (2)

 

E-Commerce - Clothing and Accessories

 

Preferred Stock

 

 

75,000

 

 

 

41

 

 

 

41

 

Total E-Commerce - Clothing and Accessories  - 1.34%*

 

 

 

 

 

 

562,485

 

 

 

1,539

 

 

 

2,887

 

E-Commerce - Personal Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birchbox, Inc. (2)

 

E-Commerce - Personal Goods

 

Preferred Stock

 

 

60,052

 

 

 

690

 

 

 

1,271

 

Total E-Commerce - Personal Goods  - 0.59%*

 

 

 

 

 

 

60,052

 

 

 

690

 

 

 

1,271

 

Educational/Training Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Varsity Tutors LLC (2) (10)

 

Educational/Training Software

 

Preferred Stock

 

 

240,590

 

 

 

65

 

 

 

65

 

Total Educational/Training Software  - 0.03%*

 

 

 

 

 

 

240,590

 

 

 

65

 

 

 

65

 

Entertainment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mind Candy, Inc. (1) (3)

 

Entertainment

 

Preferred Stock

 

 

287,187

 

 

 

751

 

 

 

 

Total Entertainment  - 0.00%*

 

 

 

 

 

 

287,187

 

 

 

751

 

 

 

 

Financial Institution and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BlueVine Capital, Inc.

 

Financial Institution and Services

 

Preferred Stock

 

 

180,865

 

 

 

241

 

 

 

241

 

WorldRemit Limited (1) (3)

 

Financial Institution and Services

 

Preferred Stock

 

 

128,288

 

 

 

382

 

 

 

409

 

Total Financial Institution and Services  - 0.30%*

 

 

 

 

 

 

309,153

 

 

 

623

 

 

 

650

 

Food & Beverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blue Bottle Coffee, Inc.

 

Food & Beverage

 

Preferred Stock

 

 

9,004

 

 

 

80

 

 

 

122

 

Total Food & Beverage  - 0.06%*

 

 

 

 

 

 

9,004

 

 

 

80

 

 

 

122

 

Food & Drug

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PillPack, Inc.

 

Food & Drug

 

Common Stock

 

 

28,297

 

 

 

55

 

 

 

55

 

Total Food & Drug  - 0.03%*

 

 

 

 

 

 

28,297

 

 

 

55

 

 

 

55

 

General Media and Content

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TechMediaNetwork, Inc. (2)

 

General Media and Content

 

Preferred Stock

 

 

72,234

 

 

 

31

 

 

 

28

 

Thrillist Media Group, Inc. (2)

 

General Media and Content

 

Common Stock

 

 

774,352

 

 

 

624

 

 

 

1,378

 

Total General Media and Content  - 0.65%*

 

 

 

 

 

 

846,586

 

 

 

655

 

 

 

1,406

 

Medical Software and Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AirStrip Technologies, Inc. (2)

 

Medical Software and Information Services

 

Preferred Stock

 

 

31,063

 

 

 

112

 

 

 

74

 

Total Medical Software and Information Services  - 0.03%*

 

 

 

 

 

 

31,063

 

 

 

112

 

 

 

74

 

Multimedia / Streaming Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shazam Entertainment Limited (1) (2) (3)

 

Multimedia / Streaming Software

 

Ordinary Shares

 

 

2,669,479

 

 

 

134

 

 

 

139

 

Total Multimedia / Streaming Software  - 0.06%*

 

 

 

 

 

 

2,669,479

 

 

 

134

 

 

 

139

 

Restaurant / Food Service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Munchery, Inc.

 

Restaurant / Food Service

 

Preferred Stock

 

 

21,537

 

 

 

45

 

 

 

 

Total Restaurant / Food Service  - 0.00%*

 

 

 

 

 

 

21,537

 

 

 

45

 

 

 

0

 

Security Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ring, Inc.

 

Security Products

 

Preferred Stock

 

 

31,192

 

 

 

57

 

 

 

57

 

Total Security Products  - 0.03%*

 

 

 

 

 

 

31,192

 

 

 

57

 

 

 

57

 

Security Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CrowdStrike, Inc. (2)

 

Security Services

 

Preferred Shares

 

 

99,344

 

 

 

72

 

 

 

92

 

Forgerock, Inc.

 

Security Services

 

Preferred Stock

 

 

195,992

 

 

 

155

 

 

 

459

 

Total Security Services  - 0.26%*

 

 

 

 

 

 

295,336

 

 

 

227

 

 

 

551

 

Shopping Facilitators

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farfetch UK Limited (1) (2) (3)

 

Shopping Facilitators

 

Preferred Stock

 

 

37,998

 

 

 

170

 

 

 

250

 

Total Shopping Facilitators  - 0.12%*

 

 

 

 

 

 

37,998

 

 

 

170

 

 

 

250

 

Travel and Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inspirato, LLC (2)

 

Travel and Leisure

 

Preferred Units

 

 

1,994

 

 

 

36

 

 

 

9

 

Total Travel and Leisure  - 0.00%*

 

 

 

 

 

 

1,994

 

 

 

36

 

 

 

9

 

Wireless Communications Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cambridge Broadband Network Limited (1) (3)

 

Wireless Communications Equipment

 

Preferred Shares

 

 

33,000

 

 

 

95

 

 

 

4

 

Eero, Inc.

 

Wireless Communications Equipment

 

Preferred Stock

 

 

35,446

 

 

 

80

 

 

 

80

 

Total Wireless Communications Equipment  - 0.04%*

 

 

 

 

 

 

68,446

 

 

 

175

 

 

 

84

 

Total Warrants  - 5.00%*

 

 

 

 

 

 

 

 

 

$

8,377

 

 

$

10,741

 

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Debt Investments            
             
Biofuels / Biomass            
Harvest Power, Inc.(7)
 Growth Capital Loan (7.00% interest rate, 9.00% EOT payment) 3/5/2014 $9,579
 $11,085
 $400
 4/30/2021
Total Biofuels / Biomass - 0.10%*   9,579
 11,085
 400
  
             
Buildings and Property            
Knotel, Inc. Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 2/28/2019 9,000
 9,179
 8,732
 8/31/2022
  Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 3/25/2019 6,000
 6,104
 5,792
 9/30/2022
  Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 4/18/2019 9,000
 9,134
 8,646
 10/31/2022
  Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 9/30/2019 6,000
 6,002
 5,615
 3/31/2023
Total Buildings and Property - 7.29%*   30,000
 30,419
 28,785
  
             
Business Applications Software            
Farmer's Business Network, Inc. Growth Capital Loan (12.00% interest rate) 2/13/2020 3,333
 3,296
 3,272
 2/28/2022
  Growth Capital Loan (12.00% interest rate) 3/11/2020 6,667
 6,590
 6,539
 3/31/2022
      10,000
 9,886
 9,811
  
HI.Q, Inc. Growth Capital Loan (11.00% interest rate, 2.00% EOT payment) 12/17/2018 13,250
 13,153
 13,050
 6/30/2023
OneSource Virtual, Inc. Growth Capital Loan (Prime + 5.25% interest rate, 2.00% EOT payment) 6/29/2018 9,109
 9,533
 9,580
 6/30/2022
  Growth Capital Loan (Prime + 2.00% interest rate, 0.25% EOT payment) 11/5/2019 5,000
 5,012
 5,016
 5/31/2020
  Growth Capital Loan (Prime + 0.75% interest rate, 0.25% EOT payment) 1/31/2020 3,000
 2,986
 2,987
 4/30/2020
      17,109
 17,531
 17,583
  
Passport Labs, Inc. Growth Capital Loan (9.75% interest rate, 5.25% EOT payment) 10/11/2018 19,000
 18,983
 18,266
 8/31/2023
  Growth Capital Loan (10.25% interest rate, 5.25% EOT payment) 5/15/2019 6,000
 5,940
 5,689
 3/31/2024
  Growth Capital Loan (11.00% interest rate, 8.00% EOT payment) 5/15/2019 5,000
 4,971
 4,760
 5/31/2024
      30,000
 29,894
 28,715
  
Quantcast Corporation Growth Capital Loan (Prime + 6.25% interest rate, 6.00% EOT payment) 3/12/2018 7,930
 8,557
 8,575
 3/31/2021
Total Business Applications Software - 19.68%*   78,289
 79,021
 77,734
  
             
Business to Business Marketplace          
Adjust GmbH(1)(3)
 Growth Capital Loan (Prime + 4.75% interest rate, 2.50% PIK interest rate) 1/29/2019 20,603
 20,366
 20,473
 1/31/2022
  Growth Capital Loan (Prime + 4.75% interest rate, 2.50% PIK interest rate) 1/18/2019 8,247
 8,153
 8,196
 1/31/2022
      28,850
 28,519
 28,669
  
Factual, Inc. Growth Capital Loan (Prime + 6.25% interest rate, 7.75% EOT payment) 12/23/2019 10,000
 9,904
 9,981
 12/31/2022
Total Business to Business Marketplace - 9.78%*   38,850
 38,423
 38,650
  
             
Commercial Services            
Transfix, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 2.00% EOT payment) 12/23/2019 10,000
 9,853
 9,785
 12/31/2021
Total Commercial Services - 2.48%*   10,000
 9,853
 9,785
  
             

See accompanying notes to condensed consolidated financial statements.

9


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)

(dollars in thousands)

As of September 30, 2017

Venture Growth Stage Company

 

Industry

 

Type of Equity

 

Shares

 

 

Cost

 

 

Fair Value

 

Equity Investments (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Applications Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MapR Technologies, Inc.

 

Business Applications Software

 

Preferred Stock

 

 

39,018

 

 

$

161

 

 

$

161

 

Total Business Applications Software  - 0.07%*

 

 

 

 

 

 

39,018

 

 

 

161

 

 

 

161

 

Communications Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pluribus Networks, Inc.

 

Communications Software

 

Preferred Stock

 

 

722,073

 

 

 

2,000

 

 

 

2,000

 

Total Communications Software  - 0.93%*

 

 

 

 

 

 

722,073

 

 

 

2,000

 

 

 

2,000

 

Database Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nutanix, Inc. (7)

 

Database Software

 

Common Stock

 

 

113,731

 

 

 

705

 

 

 

2,546

 

Total Database Software  - 1.19%*

 

 

 

 

 

 

113,731

 

 

 

705

 

 

 

2,546

 

E-Commerce - Personal Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birchbox, Inc.

 

E-Commerce - Personal Goods

 

Preferred Stock

 

 

2,839

 

 

 

250

 

 

 

319

 

Birchbox, Inc.

 

E-Commerce - Personal Goods

 

Convertible Note (8.00% interest rate)

 

 

 

45

 

 

 

125

 

Total E-Commerce - Personal Goods  - 0.21%*

 

 

 

 

 

 

2,839

 

 

 

295

 

 

 

444

 

Financial Institution and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolut Ltd. (1) (3)

 

Financial Institution and Services

 

Preferred Stock

 

 

4,325

 

 

 

49

 

 

 

49

 

 

 

Financial Institution and Services

 

Ordinary Shares

 

 

21,595

 

 

 

243

 

 

 

243

 

Total Financial Institution and Services  - 0.14%*

 

 

 

 

 

 

25,920

 

 

 

292

 

 

 

292

 

Household & Office Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Casper Sleep Inc.

 

Household & Office Goods

 

Preferred Stock

 

 

8,000

 

 

 

250

 

 

 

250

 

Casper Sleep Inc.

 

Household & Office Goods

 

Common Stock

 

 

26,669

 

 

 

750

 

 

 

750

 

Total Household & Office Goods  - 0.47%*

 

 

 

 

 

 

34,669

 

 

 

1,000

 

 

 

1,000

 

Network Systems Management Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cohesity Inc.

 

Network Systems Management Software

 

Preferred Stock

 

 

60,342

 

 

 

400

 

 

 

400

 

Total Network Systems Management Software  - 0.19%*

 

 

 

 

 

 

60,342

 

 

 

400

 

 

 

400

 

Software Development Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MongoDB, Inc.

 

Software Development Tools

 

Common Stock

 

 

74,742

 

 

 

1,000

 

 

 

622

 

Total Software Development Tools  - 0.29%*

 

 

 

 

 

 

74,742

 

 

 

1,000

 

 

 

622

 

Travel and Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inspirato, LLC (1) (4)

 

Travel and Leisure

 

Preferred Units

 

 

1,948

 

 

 

250

 

 

 

247

 

Total Travel and Leisure  - 0.12%*

 

 

 

 

 

 

1,948

 

 

 

250

 

 

 

247

 

Total Equity Investments  - 3.59%*

 

 

 

 

 

 

 

 

 

$

6,103

 

 

$

7,712

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments in Portfolio Companies  - 144.88%*

 

 

 

 

 

 

 

 

 

$

309,219

 

 

$

311,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-Term Investments (2)

 

 

 

 

 

 

 

 

 

Cost

 

 

Fair Value

 

U.S. Treasury Bills

 

$95,000 Face Value, Maturity Date 10/19/2017, Yield to Maturity 0.91%

 

 

 

 

 

$

94,962

 

 

$

94,962

 

Total Short-Term Investments  - 44.22%*

 

 

 

 

 

 

 

 

 

$

94,962

 

 

$

94,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments  - 189.09%*

 

 

 

 

 

 

 

 

 

$

404,181

 

 

$

406,098

 


See accompanying notes to condensed consolidated financial statements.

10


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company

 

Industry

 

Type of Investment

 

Outstanding Principal

 

 

Cost

 

 

Fair Value

 

 

Maturity

Date

Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biofuels / Biomass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harvest Power, Inc.

 

Biofuels / Biomass

 

Growth Capital Loan (13.00% interest rate, 9.00% EOT payment)

 

$

15,000

 

 

$

16,121

 

 

$

16,065

 

 

11/30/2017

Total Biofuels / Biomass  - 7.44%*

 

 

 

 

 

 

15,000

 

 

 

16,121

 

 

 

16,065

 

 

 

Business Applications Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birst, Inc.

 

Business Applications Software

 

Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)

 

 

10,000

 

 

 

10,086

 

 

 

10,109

 

 

11/30/2017

 

 

Business Applications Software

 

Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)

 

 

15,000

 

 

 

14,908

 

 

 

14,990

 

 

3/31/2019

 

 

Business Applications Software

 

Growth Capital Loan (Prime + 6.90% interest rate, 2.00% EOT payment)

 

 

2,000

 

 

 

1,983

 

 

 

1,995

 

 

6/30/2019

 

 

 

 

 

 

 

27,000

 

 

 

26,977

 

 

 

27,094

 

 

 

FinancialForce.com, Inc.

 

Business Applications Software

 

Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)

 

 

15,000

 

 

 

14,308

 

 

 

14,396

 

 

12/31/2020

MapR Technologies, Inc.

 

Business Applications Software

 

Equipment Loan (8.00% interest rate,10.00% EOT payment)

 

 

2,708

 

 

 

2,810

 

 

 

2,853

 

 

9/30/2018

 

 

Business Applications Software

 

Equipment Lease (8.25% interest rate, 10.00% EOT payment) (1)

 

 

145

 

 

 

145

 

 

 

146

 

 

1/31/2019

 

 

Business Applications Software

 

Equipment Lease (8.25% interest rate, 10.00% EOT payment) (1)

 

 

1,434

 

 

 

1,434

 

 

 

1,441

 

 

6/30/2019

 

 

Business Applications Software

 

Equipment Loan (6.50% interest rate,10.00% EOT payment)

 

 

860

 

 

 

845

 

 

 

845

 

 

6/30/2019

 

 

Business Applications Software

 

Equipment Lease (8.50% interest rate, 10.00% EOT payment) (1)

 

 

135

 

 

 

135

 

 

 

135

 

 

12/31/2019

 

 

 

 

 

 

 

5,282

 

 

 

5,369

 

 

 

5,420

 

 

 

Total Business Applications Software  - 21.73%

 

 

 

 

47,282

 

 

 

46,654

 

 

 

46,910

 

 

 

Conferencing Equipment / Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuze, Inc. (fka Thinking Phone Networks, Inc.)

Conferencing Equipment / Services

 

Growth Capital Loan (11.25% interest rate, 2.85% EOT payment)

 

 

30,000

 

 

 

29,453

 

 

 

30,096

 

 

9/30/2019

 

 

Conferencing Equipment / Services

 

Growth Capital Loan (11.50% interest rate, 2.85% EOT payment)

 

 

5,000

 

 

 

4,900

 

 

 

4,898

 

 

9/30/2019

 

 

Conferencing Equipment / Services

 

Growth Capital Loan (11.50% interest rate, 2.85% EOT payment)

 

 

5,000

 

 

 

4,899

 

 

 

4,897

 

 

9/30/2019

Total Conferencing Equipment / Services  - 18.48%

 

 

 

 

40,000

 

 

 

39,252

 

 

 

39,891

 

 

 

Database Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SimpliVity Corporation

 

Database Software

 

Growth Capital Loan (10.00% interest rate, 8.50% EOT payment)

 

 

7,000

 

 

 

7,241

 

 

 

7,631

 

 

6/30/2018

 

 

Database Software

 

Growth Capital Loan (10.00% interest rate, 8.50% EOT payment)

 

 

3,000

 

 

 

3,074

 

 

 

3,271

 

 

10/31/2018

 

 

Database Software

 

Growth Capital Loan (11.50% interest rate, 9.00% EOT payment)

 

 

7,000

 

 

 

7,175

 

 

 

7,684

 

 

10/31/2018

 

 

Database Software

 

Growth Capital Loan (11.50% interest rate, 9.00% EOT payment)

 

 

3,000

 

 

 

3,057

 

 

 

3,293

 

 

12/31/2018

 

 

Database Software

 

Growth Capital Loan (12.75% interest rate, 9.50% EOT payment)

 

 

10,000

 

 

 

10,158

 

 

 

11,047

 

 

1/31/2019

 

 

Database Software

 

Equipment Lease (6.75% interest rate, 10.00% EOT payment) (1)

 

 

2,808

 

 

 

2,808

 

 

 

3,176

 

 

12/31/2018

 

 

Database Software

 

Equipment Lease (6.75% interest rate, 7.50% EOT payment) (1)

 

 

1,939

 

 

 

1,939

 

 

 

2,133

 

 

6/30/2018

 

 

Database Software

 

Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)

 

 

1,311

 

 

 

1,311

 

 

 

1,475

 

 

12/31/2018

 

 

Database Software

 

Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)

 

 

885

 

 

 

885

 

 

 

1,010

 

 

2/28/2019

 

 

Database Software

 

Equipment Lease (7.00% interest rate, 10.00% EOT payment) (1)

 

 

54

 

 

 

54

 

 

 

61

 

 

3/31/2019

 

 

Database Software

 

Equipment Lease (9.00% interest rate, 10.00% EOT payment) (1)

 

 

4,556

 

 

 

4,554

 

 

 

5,677

 

 

9/30/2018

Total Database Software  - 21.52%*

 

 

 

 

 

 

41,553

 

 

 

42,256

 

 

 

46,458

 

 

 

E-Commerce - Clothing and Accessories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ModCloth, Inc.

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (11.50% interest rate, 13.42% EOT payment)

 

 

684

 

 

 

809

 

 

 

789

 

 

6/30/2017

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (11.50% interest rate, 13.69% EOT payment)

 

 

1,475

 

 

 

1,725

 

 

 

1,688

 

 

6/30/2017

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (13.00% interest rate, 15.50% EOT payment)

 

 

2,000

 

 

 

2,232

 

 

 

2,255

 

 

8/31/2017

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (13.00% interest rate, 16.00% EOT payment)

 

 

5,000

 

 

 

5,545

 

 

 

5,606

 

 

11/30/2017

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (13.00% interest rate, 16.50% EOT payment)

 

 

5,000

 

 

 

5,504

 

 

 

5,574

 

 

2/28/2018

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (13.00% interest rate, 11.61% EOT payment)

 

 

4,114

 

 

 

4,548

 

 

 

4,571

 

 

6/30/2017

 

 

E-Commerce - Clothing and Accessories

 

Equipment Lease (7.50% interest rate, 15.00% EOT payment) (1)

 

 

36

 

 

 

36

 

 

 

37

 

 

3/31/2017

 

 

E-Commerce - Clothing and Accessories

 

Equipment Lease  (7.50% interest rate, 15.00% EOT payment) (1)

 

 

7

 

 

 

7

 

 

 

7

 

 

6/30/2017

 

 

E-Commerce - Clothing and Accessories

 

Equipment Lease (7.50% interest rate, 15.00% EOT payment) (1)

 

 

5

 

 

 

5

 

 

 

5

 

 

7/31/2017

 

 

 

 

 

 

 

18,321

 

 

 

20,411

 

 

 

20,532

 

 

 

Rent the Runway, Inc.

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 7.00% interest rate, 6.25% EOT payment)

 

 

10,000

 

 

 

10,116

 

 

 

10,554

 

 

11/30/2018

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)

 

 

6,000

 

 

 

5,970

 

 

 

6,221

 

 

6/30/2019

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.25% interest rate, 6.25% EOT payment)

 

 

2,000

 

 

 

1,972

 

 

 

2,065

 

 

10/31/2019

 

 

E-Commerce - Clothing and Accessories

 

Growth Capital Loan (Prime + 6.25% interest rate, 4.50% EOT payment)

 

 

4,000

 

 

 

3,934

 

 

 

4,034

 

 

11/30/2019

 

 

 

 

 

 

 

22,000

 

 

 

21,992

 

 

 

22,874

 

 

 

Total E-Commerce - Clothing and Accessories  - 20.11%*

 

 

 

 

40,321

 

 

 

42,403

 

 

 

43,406

 

 

 

E-Commerce - Personal Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birchbox, Inc.

 

E-Commerce - Personal Goods

 

Growth Capital Loan (10.00% interest rate, 8.00% EOT payment)

 

 

5,000

 

 

 

5,104

 

 

 

5,095

 

 

2/28/2019

 

 

E-Commerce - Personal Goods

 

Growth Capital Loan (10.00% interest rate, 7.00% EOT payment)

 

 

5,000

 

 

 

5,111

 

 

 

5,057

 

 

2/28/2019

 

 

E-Commerce - Personal Goods

 

Growth Capital Loan (10.25% interest rate, 8.00% EOT payment)

 

 

10,000

 

 

 

10,082

 

 

 

10,096

 

 

7/31/2019

Total E-Commerce - Personal Goods  - 9.38%*

 

 

 

 

20,000

 

 

 

20,297

 

 

 

20,248

 

 

 

Entertainment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mind Candy Limited (1) (3)

 

Entertainment

 

Growth Capital Loan (12.00% interest rate, 9.50% EOT payment)

 

 

9,000

 

 

 

9,781

 

 

 

7,430

 

 

6/30/2017

Total Entertainment  - 3.44%*

 

 

 

 

 

 

9,000

 

 

 

9,781

 

 

 

7,430

 

 

 

Financial Institution and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KnCMiner AB (1) (3) (8)

 

Financial Institution and Services

 

Growth Capital Loan (9.00% interest rate, 6.00% EOT payment)

 

 

3,758

 

 

 

3,809

 

 

 

3,231

 

 

6/30/2018

 

 

Financial Institution and Services

 

Growth Capital Loan (9.25% interest rate, 6.00% EOT payment)

 

 

1,798

 

 

 

1,795

 

 

 

1,546

 

 

6/30/2018

 

 

 

 

 

 

 

5,556

 

 

 

5,604

 

 

 

4,777

 

 

 

WorldRemit Limited (1) (3)

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

5,075

 

 

 

5,088

 

 

12/31/2018

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

4,950

 

 

 

5,005

 

 

6/30/2019

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

4,941

 

 

 

5,005

 

 

6/30/2019

 

 

Financial Institution and Services

 

Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)

 

 

5,000

 

 

 

4,851

 

 

 

4,940

 

 

11/30/2019

 

 

 

 

 

 

 

20,000

 

 

 

19,817

 

 

 

20,038

 

 

 

Total Financial Institution and Services  - 11.50%*

 

 

 

 

25,556

 

 

 

25,421

 

 

 

24,815

 

 

 

Network Systems Management Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Virtual Instruments Corporation

 

Network Systems Management Software

 

Growth Capital Loan (10.00% interest rate)

 

 

5,000

 

 

 

5,000

 

 

 

4,994

 

 

4/4/2020

 

 

Network Systems Management Software

 

Growth Capital Loan (5.00% interest rate) (5)

 

 

21,155

 

 

 

21,155

 

 

 

18,662

 

 

4/4/2021

 

 

Network Systems Management Software

 

Growth Capital Loan (5.00% interest rate) (5)

 

 

5,076

 

 

 

5,076

 

 

 

4,291

 

 

4/4/2021

Total Network Systems Management Software  - 12.95%*

 

 

 

 

31,231

 

 

 

31,231

 

 

 

27,947

 

 

 

Restaurant / Food Service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Munchery, Inc.

 

Restaurant / Food Service

 

Growth Capital Loan (Prime + 7.00% interest rate, 6.75% EOT payment)

 

 

3,000

 

 

 

2,972

 

 

 

3,003

 

 

6/30/2019

Total Restaurant / Food Service  - 1.39%*

 

 

 

 

 

 

3,000

 

 

 

2,972

 

 

 

3,003

 

 

 

Security Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CrowdStrike, Inc.

 

Security Services

 

Growth Capital Loan (Prime + 7.75% interest rate, 0.50% EOT payment)

 

 

20,000

 

 

 

18,715

 

 

 

18,715

 

 

12/31/2020

Forgerock, Inc.

 

Security Services

 

Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)

 

 

10,000

 

 

 

10,085

 

 

 

10,150

 

 

9/30/2019

 

 

Security Services

 

Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)

 

 

5,000

 

 

 

4,948

 

 

 

4,976

 

 

2/29/2020

 

 

 

 

 

 

 

15,000

 

 

 

15,033

 

 

 

15,126

 

 

 

Total Security Services  - 15.68%*

 

 

 

 

 

 

35,000

 

 

 

33,748

 

 

 

33,841

 

 

 

See accompanying notes to condensed consolidated financial statements.

11


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company

 

Industry

 

Type of Investment

 

Outstanding Principal

 

 

Cost

 

 

Fair Value

 

 

Maturity

Date

Debt Investments (continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shopping Facilitators

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farfetch UK Limited (1) (3)

 

Shopping Facilitators

 

Growth Capital Loan (Prime + 8.25% interest rate, 9.00% EOT payment)

 

$

10,000

 

 

$

9,975

 

 

$

10,410

 

 

3/31/2020

 

 

Shopping Facilitators

 

Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)

 

 

5,000

 

 

 

5,008

 

 

 

5,211

 

 

1/31/2020

 

 

Shopping Facilitators

 

Growth Capital Loan (Prime + 6.75% interest rate, 8.50% EOT payment)

 

 

5,000

 

 

 

4,842

 

 

 

5,034

 

 

6/30/2020

Total Shopping Facilitators  - 9.57%*

 

 

 

 

 

 

20,000

 

 

 

19,825

 

 

 

20,655

 

 

 

Wireless Communications Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cambridge Broadband Network Limited (1) (3)

Wireless Communications Equipment

 

Growth Capital Loan (Prime + 10.75% interest rate)

 

 

6,045

 

 

 

6,271

 

 

 

6,271

 

 

12/31/2017

Xirrus, Inc.

 

Wireless Communications Equipment

 

Growth Capital Loan (Prime + 10.25% interest rate, 12.04% EOT payment) (5)

1,378

 

 

 

1,719

 

 

 

1,684

 

 

12/31/2016 (9)

 

 

Wireless Communications Equipment

 

Growth Capital Loan (Prime + 10.25% interest rate, 13.01% EOT payment) (5)

3,029

 

 

 

3,627

 

 

 

3,566

 

 

12/31/2016 (9)

 

 

Wireless Communications Equipment

 

Growth Capital Loan (Prime + 10.25% interest rate, 13.75% EOT payment) (5)

3,547

 

 

 

4,135

 

 

 

4,106

 

 

3/31/2017

 

 

Wireless Communications Equipment

 

Growth Capital Loan (Prime + 10.25% interest rate, 15.82% EOT payment) (5)

9,982

 

 

 

10,794

 

 

 

11,224

 

 

12/31/2017

 

 

Wireless Communications Equipment

 

Growth Capital Loan (12.00% interest rate) (2) (5)

 

 

2,564

 

 

 

2,552

 

 

 

2,487

 

 

10/16/2017

 

 

 

 

 

 

 

20,500

 

 

 

22,827

 

 

 

23,067

 

 

 

Total Wireless Communications Equipment  - 13.59%*

 

 

 

 

26,545

 

 

 

29,098

 

 

 

29,338

 

 

 

Total Debt Investments  - 166.78%*

 

 

 

 

 

$

354,488

 

 

$

359,059

 

 

$

360,007

 

 

 

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Consumer Non-Durables            
Imperfect Foods, Inc. Growth Capital Loan (Prime + 4.10% interest rate, 5.35% EOT payment) 10/11/2019 $10,000
 $9,832
 $9,751
 4/30/2023
Total Consumer Non-Durables - 2.47%*   10,000
 9,832
 9,751
  
             
Consumer Products and Services          
Clutter, Inc. Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment) 10/30/2018 6,303
 6,416
 6,416
 10/31/2020
  Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment) 10/30/2018 5,000
 5,040
 5,040
 10/31/2021
  Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment) 12/27/2018 1,391
 1,408
 1,408
 12/31/2020
  Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment) 2/1/2019 1,932
 1,934
 1,934
 1/31/2022
      14,626
 14,798
 14,798
  
Outdoor Voices, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 9.75% EOT payment) 2/26/2019 4,000
 4,030
 3,912
 2/28/2022
  Growth Capital Loan (Prime + 5.00% interest rate, 9.75% EOT payment) 4/4/2019 6,000
 6,014
 5,824
 4/30/2022
      10,000
 10,044
 9,736
  
Quip NYC, Inc. Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 4/16/2019 10,000
 9,961
 9,730
 4/30/2022
  Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 6/26/2019 5,000
 4,956
 4,833
 6/30/2022
  Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 6/26/2019 5,000
 4,956
 4,833
 6/30/2022
  Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 9/26/2019 5,000
 4,923
 4,789
 9/30/2022
      25,000
 24,796
 24,185
  
Total Consumer Products and Services - 12.33%*   49,626
 49,638
 48,719
  
             
Consumer Retail            
LovePop, Inc. Growth Capital Loan (Prime + 4.75% interest rate, 6.75% EOT payment) 11/5/2018 10,000
 10,174
 10,031
 11/30/2021
Total Consumer Retail - 2.54%*   10,000
 10,174
 10,031
  
             
Database Software            
Qubole Inc. Growth Capital Loan (Prime + 6.00% interest rate, 6.75% EOT payment) 12/27/2019 10,000
 9,897
 9,795
 12/31/2023
  Growth Capital Loan (Prime + 6.00% interest rate, 6.75% EOT payment) 12/27/2019 5,000
 4,948
 4,897
 12/31/2023
Total Database Software - 3.72%*   15,000
 14,845
 14,692
  
             
E-Commerce - Clothing and Accessories          
FabFitFun, Inc. Growth Capital Loan (10.50% interest rate, 6.00% EOT payment) 2/26/2018 3,149
 3,357
 3,357
 2/28/2021
  Growth Capital Loan (Prime + 6.50% interest rate, 6.50% EOT payment) 11/19/2019 5,000
 4,887
 4,887
 11/30/2022
  Growth Capital Loan (Prime + 6.50% interest rate, 6.50% EOT payment) 11/19/2019 5,000
 4,887
 4,887
 11/30/2022
  Growth Capital Loan (Prime + 6.50% interest rate, 6.50% EOT payment) 11/19/2019 5,000
 4,887
 4,887
 11/30/2022
      18,149
 18,018
 18,018
  

See accompanying notes to condensed consolidated financial statements.

12


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company

 

Industry

 

Type of Warrant

 

Shares

 

 

Cost

 

 

Fair Value

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising / Marketing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

InMobi Pte Ltd. (1) (2) (3)

 

Advertising / Marketing

 

Ordinary Shares

 

 

48,500

 

 

$

35

 

 

$

106

 

Total Advertising / Marketing  - 0.05%*

 

 

 

 

 

 

48,500

 

 

 

35

 

 

 

106

 

Biofuels / Biomass

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harvest Power, Inc.

 

Biofuels / Biomass

 

Common Stock

 

 

350

 

 

 

77

 

 

 

 

Total Biofuels / Biomass  - 0.00%*

 

 

 

 

 

 

350

 

 

 

77

 

 

 

 

Business Applications Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birst, Inc.

 

Business Applications Software

 

Preferred Stock

 

 

428,491

 

 

 

129

 

 

 

39

 

FinancialForce.com, Inc. (2)

 

Business Applications Software

 

Preferred Stock

 

 

195,170

 

 

 

508

 

 

 

508

 

Lattice Engines, Inc. (2)

 

Business Applications Software

 

Preferred Stock

 

 

396,652

 

 

 

48

 

 

 

95

 

MapR Technologies, Inc.

 

Business Applications Software

 

Preferred Stock

 

 

256,388

 

 

 

42

 

 

 

92

 

Medallia, Inc. (2)

 

Business Applications Software

 

Preferred Stock

 

 

55,814

 

 

 

11

 

 

 

87

 

Total Business Applications Software  - 0.38%*

 

 

 

 

 

 

1,332,515

 

 

 

738

 

 

 

821

 

Business to Business Marketplace

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Optoro, Inc. (2)

 

Business to Business Marketplace

 

Preferred Stock

 

 

10,346

 

 

 

40

 

 

 

9

 

Total Business to Business Marketplace  - 0.00%*

 

 

 

 

 

 

10,346

 

 

 

40

 

 

 

9

 

Conferencing Equipment / Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuze, Inc. (fka Thinking Phone Networks, Inc.)

 

Conferencing Equipment / Services

 

Preferred Stock

 

 

323,471

 

 

 

670

 

 

 

633

 

Total Conferencing Equipment / Services  - 0.29%*

 

 

 

 

 

 

323,471

 

 

 

670

 

 

 

633

 

Database Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SimpliVity Corporation

 

Database Software

 

Preferred Stock

 

 

770,201

 

 

 

936

 

 

 

 

Total Database Software  - 0.00%*

 

 

 

 

 

 

770,201

 

 

 

936

 

 

 

 

E-Commerce - Clothing and Accessories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JackThreads, Inc. (2)

 

E-Commerce - Clothing and Accessories

 

Common Stock

 

 

283,401

 

 

 

88

 

 

 

77

 

ModCloth, Inc.

 

E-Commerce - Clothing and Accessories

 

Preferred Stock

 

 

5,590,041

 

 

 

746

 

 

 

503

 

Rent the Runway, Inc.

 

E-Commerce - Clothing and Accessories

 

Preferred Stock

 

 

88,037

 

 

 

213

 

 

 

828

 

Rent the Runway, Inc.

 

E-Commerce - Clothing and Accessories

 

Common Stock

 

 

82,891

 

 

 

331

 

 

 

1,155

 

Total E-Commerce - Clothing and Accessories  - 1.19%*

 

 

 

 

 

 

6,044,370

 

 

 

1,378

 

 

 

2,563

 

E-Commerce - Personal Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birchbox, Inc.

 

E-Commerce - Personal Goods

 

Preferred Stock

 

 

60,052

 

 

 

690

 

 

 

1,406

 

Total E-Commerce - Personal Goods  - 0.65%*

 

 

 

 

 

 

60,052

 

 

 

690

 

 

 

1,406

 

Entertainment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mind Candy, Inc. (1) (3)

 

Entertainment

 

Preferred Stock

 

 

287,187

 

 

 

751

 

 

 

 

Total Entertainment  - 0.00%*

 

 

 

 

 

 

287,187

 

 

 

751

 

 

 

 

Financial Institution and Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WorldRemit Limited (1) (3)

 

Financial Institution and Services

 

Preferred Stock

 

 

96,216

 

 

 

279

 

 

 

307

 

Total Financial Institution and Services  - 0.14%*

 

 

 

 

 

 

96,216

 

 

 

279

 

 

 

307

 

General Media and Content

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TechMediaNetwork, Inc. (2)

 

General Media and Content

 

Preferred Stock

 

 

72,234

 

 

 

31

 

 

 

28

 

Thrillist Media Group, Inc. (2)

 

General Media and Content

 

Common Stock

 

 

774,352

 

 

 

624

 

 

 

1,394

 

Total General Media and Content  - 0.66%*

 

 

 

 

 

 

846,586

 

 

 

655

 

 

 

1,422

 

Medical Software and Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AirStrip Technologies, Inc. (2)

 

Medical Software and Information Services

 

Preferred Stock

 

 

31,063

 

 

 

112

 

 

 

74

 

Total Medical Software and Information Services  - 0.03%*

 

 

 

 

 

 

31,063

 

 

 

112

 

 

 

74

 

Multimedia / Streaming Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shazam Entertainment Limited (1) (2) (3)

 

Multimedia / Streaming Software

 

Ordinary Shares

 

 

2,669,479

 

 

 

134

 

 

 

166

 

Total Multimedia / Streaming Software  - 0.08%*

 

 

 

 

 

 

2,669,479

 

 

 

134

 

 

 

166

 

Restaurant / Food Service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Green Chef Corporation (2)

 

Restaurant / Food Service

 

Preferred Stock

 

 

315,211

 

 

 

98

 

 

 

98

 

Munchery, Inc.

 

Restaurant / Food Service

 

Preferred Stock

 

 

222,640

 

 

 

45

 

 

 

45

 

Total Restaurant / Food Service  - 0.07%*

 

 

 

 

 

 

537,851

 

 

 

143

 

 

 

143

 

Security Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CrowdStrike, Inc.

 

Security Services

 

Preferred Shares

 

 

99,344

 

 

 

72

 

 

 

72

 

Forgerock, Inc.

 

Security Services

 

Preferred Stock

 

 

97,996

 

 

 

155

 

 

 

209

 

Total Security Services  - 0.13%*

 

 

 

 

 

 

197,340

 

 

 

227

 

 

 

281

 

Shopping Facilitators

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Farfetch UK Limited (1) (3)

 

Shopping Facilitators

 

Preferred Stock

 

 

37,998

 

 

 

170

 

 

 

183

 

Total Shopping Facilitators  - 0.08%*

 

 

 

 

 

 

37,998

 

 

 

170

 

 

 

183

 

Travel and Leisure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inspirato, LLC (2)

 

Travel and Leisure

 

Preferred Units

 

 

1,994

 

 

 

37

 

 

 

40

 

Total Travel and Leisure  - 0.02%*

 

 

 

 

 

 

1,994

 

 

 

37

 

 

 

40

 

Wireless Communications Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cambridge Broadband Network Limited (1) (3)

 

Wireless Communications Equipment

 

Preferred Shares

 

 

33,000

 

 

 

95

 

 

 

4

 

Eero, Inc. (2)

 

Wireless Communications Equipment

 

Preferred Stock

 

 

35,446

 

 

 

80

 

 

 

80

 

Xirrus, Inc.

 

Wireless Communications Equipment

 

Preferred Stock

 

 

6,446,763

 

 

 

787

 

 

 

 

Total Wireless Communications Equipment  - 0.04%*

 

 

 

 

 

 

6,515,209

 

 

 

962

 

 

 

84

 

Total Warrants  - 3.82%*

 

 

 

 

 

 

 

 

 

$

8,034

 

 

$

8,238

 


See accompanying notes to condensed consolidated financial statements.

13


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS

(dollars in thousands)

As of December 31, 2016

Venture Growth Stage Company

 

Industry

 

Type of Warrant

 

Shares

 

 

Cost

 

 

Fair Value

 

Equity Investments (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Applications Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birst, Inc.

 

Business Applications Software

 

Preferred Stock

 

 

42,801

 

 

$

250

 

 

$

184

 

MapR Technologies, Inc.

 

Business Applications Software

 

Preferred Stock

 

 

36,264

 

 

 

150

 

 

 

150

 

Total Business Applications Software  - 0.15%*

 

 

 

 

 

 

79,065

 

 

 

400

 

 

 

334

 

Database Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nutanix, Inc. (7)

 

Database Software

 

Common Stock

 

 

173,731

 

 

 

1,078

 

 

 

4,430

 

Total Database Software  - 2.05%*

 

 

 

 

 

 

173,731

 

 

 

1,078

 

 

 

4,430

 

E-Commerce - Personal Goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Birchbox, Inc.

 

E-Commerce - Personal Goods

 

Preferred Stock

 

 

2,839

 

 

 

250

 

 

 

292

 

Birchbox, Inc.

 

E-Commerce - Personal Goods

 

Convertible Note (8.00% interest rate)

 

 

 

 

45

 

 

 

130

 

Total E-Commerce - Personal Goods  - 0.20%*

 

 

 

 

 

 

2,839

 

 

 

295

 

 

 

422

 

Software Development Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inspirato, LLC (1) (4)

 

Travel and Leisure

 

Preferred Units

 

 

1,948

 

 

 

250

 

 

 

258

 

Total Software Development Tools  - 0.12%*

 

 

 

 

 

 

1,948

 

 

 

250

 

 

 

258

 

Software Development Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MongoDB, Inc.

 

Software Development Tools

 

Common Stock

 

 

74,742

 

 

 

1,000

 

 

 

622

 

Total Software Development Tools  - 0.29%*

 

 

 

 

 

 

74,742

 

 

 

1,000

 

 

 

622

 

Total Equity Investments  - 2.81%*

 

 

 

 

 

 

 

 

 

$

3,023

 

 

$

6,066

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments in Portfolio Companies  - 173.40%*

 

 

 

 

 

 

 

 

 

$

370,116

 

 

$

374,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-Term Investments (2)

 

 

 

 

 

 

 

 

 

Cost

 

 

Fair Value

 

U.S. Treasury Bills

 

$40,000 Face Value Maturity Date 1/26/2017 Yield to Maturity 0.40%

 

 

 

 

 

$

39,990

 

 

$

39,990

 

Total Short-Term Investments  - 18.53%*

 

 

 

 

 

 

 

 

 

$

39,990

 

 

$

39,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments  - 191.93%*

 

 

 

 

 

 

 

 

 

$

410,106

 

 

$

414,301

 

See accompanying notes to condensed consolidated financial statements.

14


TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

(unaudited)

As of September 30, 2017 and as of December 31, 2016

NOTES TO CONDENSED CONSOLIDATED SCHEDULES OF INVESTMENTS

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Outfittery GMBH(1)(3)
 
Growth Capital Loan (Prime + 8.25% interest rate, 11.00% EOT payment)(2)
 8/11/2017 $6,925
 $7,149
 $6,519
 8/31/2022
  
Growth Capital Loan (12.00% interest rate, 9.00% EOT payment)(2)
 6/7/2018 2,118
 2,196
 2,031
 6/30/2021
  
Growth Capital Loan (12.75% interest rate, 9.00% EOT payment)(2)
 12/28/2018 2,294
 2,292
 2,173
 12/31/2021
  
Growth Capital Loan (Prime + 7.25% interest rate, 9.00% EOT payment)(2)
 8/7/2019 3,947
 3,802
 3,642
 8/31/2022
  
Growth Capital Loan (Prime + 7.25% interest rate, 9.00% EOT payment)(2)
 9/23/2019 3,305
 3,028
 2,968
 9/30/2022
  
Revolver (11.00% interest rate, 2.00% EOT payment)(2)
 3/5/2020 1,673
 1,571
 1,536
 12/31/2020
      20,262
 20,038
 18,869
  
Stance, Inc. Growth Capital Loan (Prime + 4.50% interest rate, 5.50% EOT payment) 11/1/2018 2,000
 2,103
 2,104
 4/30/2020
Total E-Commerce - Clothing and Accessories - 9.87%*   40,411
 40,159
 38,991
  
             
E-Commerce - Personal Goods            
Enjoy Technology, Inc. Growth Capital Loan (Prime + 5.25% interest rate, 5.50% EOT payment) 9/28/2018 10,000
 10,155
 10,063
 9/30/2021
Grove Collaborative, Inc. Growth Capital Loan (Prime + 1.25% interest rate, 1.25% EOT payment) 12/31/2019 2,750
 2,746
 2,743
 6/30/2020
  
Growth Capital Loan (Prime + 1.25% interest rate, 1.25% EOT payment)(2)
 1/31/2020 11,000
 10,933
 10,917
 7/31/2020
  
Growth Capital Loan (Prime + 2.25% interest rate, 4.75% EOT payment)(2)
 1/31/2020 8,250
 8,190
 8,153
 4/30/2021
  
Growth Capital Loan (Prime + 2.25% interest rate, 4.75% EOT payment)(2)
 1/31/2020 2,667
 2,647
 2,635
 4/30/2021
      24,667
 24,516
 24,448
  
Total E-Commerce - Personal Goods - 8.74%*   34,667
 34,671
 34,511
  
             
Entertainment            
Mind Candy Limited(1)(3)
 Growth Capital Loan (9.00% PIK interest rate, 9.50% EOT payment) 6/25/2014 13,039
 12,900
 12,387
 6/30/2022
  
Growth Capital Loan (9.00% PIK interest rate)(2)
 3/17/2020 1,004
 1,004
 938
 3/31/2023
      14,043
 13,904
 13,325
  
Roli, Ltd.(1)(3)(7)
 
Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)(2)
 5/23/2018 10,732
 10,767
 6,952
 5/31/2021
  
Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)(2)
 5/23/2018 1,341
 1,346
 869
 5/31/2021
  
Growth Capital Loan (11.25% interest rate, 9.50% EOT payment)(2)
 7/16/2018 1,325
 1,317
 861
 7/31/2021
  
Revolver (Prime + 3.25% interest rate, 5.00% EOT payment)(2)
 7/5/2018 129
 129
 85
 10/31/2020
  
Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)(2)
 7/5/2018 1,898
 1,898
 1,245
 10/31/2020
  
Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)(2)
 9/27/2018 4,556
 4,556
 3,001
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate, 10.00% EOT payment)(2)
 6/5/2019 1,283
 1,340
 911
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate, 20.00% EOT payment)(2)
 7/9/2019 627
 627
 433
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate, 20.00% EOT payment)(2)
 8/28/2019 538
 538
 381
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate)(2)
 10/24/2019 4,925
 4,925
 3,292
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate)(2)
 2/21/2020 387
 387
 371
 3/15/2020
      27,741
 27,830
 18,401
  
Total Entertainment - 8.03%*     41,784
 41,734
 31,726
  
             

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Financial Institution and Services          
Prodigy Finance Limited(1)(3)
 Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 12/5/2017 $18,000
 $19,124
 $18,448
 12/31/2020
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 3/7/2018 2,200
 2,310
 2,204
 3/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 7/31/2018 3,300
 3,413
 3,210
 7/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 8/8/2018 2,500
 2,579
 2,417
 8/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 9/5/2018 1,500
 1,542
 1,440
 9/30/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 9/5/2018 2,500
 2,570
 2,401
 9/30/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 11/15/2018 6,000
 6,124
 5,681
 11/30/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 12/6/2018 4,000
 4,068
 3,761
 12/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 4/30/2019 133
 134
 122
 4/30/2022
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 8/6/2019 267
 264
 238
 8/31/2022
Total Financial Institution and Services - 10.11%*   40,400
 42,128
 39,922
  
             
Food & Drug            
Freshly Inc. Growth Capital Loan (Prime + 6.50% interest rate, 5.00% EOT payment) 10/9/2019 6,000
 5,745
 5,691
 10/31/2022
  Growth Capital Loan (Prime + 4.50% interest rate, 6.75% EOT payment) 12/30/2019 3,000
 2,865
 2,843
 12/31/2022
  Growth Capital Loan (Prime + 6.00% interest rate, 6.50% EOT payment) 12/30/2019 3,000
 2,863
 2,839
 6/30/2022
  Growth Capital Loan (Prime + 4.50% interest rate, 6.75% EOT payment) 3/20/2020 3,000
 2,837
 2,812
 3/31/2023
Total Food & Drug - 3.59%*   15,000
 14,310
 14,185
  
             
Healthcare Technology Systems            
Nurx Inc. Growth Capital Loan (Prime + 4.50% interest rate, 7.75% EOT payment) 11/5/2019 20,000
 19,809
 19,638
 11/30/2023
Total Healthcare Technology Systems - 4.97%*   20,000
 19,809
 19,638
  
             
Household & Office Goods            
Brooklinen, Inc. Growth Capital Loan (Prime + 6.50% interest rate, 7.75% EOT payment) 11/5/2019 1,000
 852
 852
 11/30/2022
Casper Sleep Inc. Growth Capital Loan (Prime + 7.25% interest rate, 7.50% EOT payment) 8/9/2019 15,000
 14,867
 14,349
 8/31/2023
  Growth Capital Loan (Prime + 6.00% interest rate, 6.25% EOT payment) 11/1/2019 15,000
 14,836
 14,413
 10/31/2022
      30,000
 29,703
 28,762
  
Total Household & Office Goods - 7.50%*   31,000
 30,555
 29,614
  
             
Human Resources/Recruitment            
Hired, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 6.00% EOT payment) 3/6/2019 5,000
 5,016
 4,986
 9/30/2022
  Growth Capital Loan (Prime + 6.50% interest rate, 7.25% EOT payment) 3/6/2019 5,000
 5,019
 4,980
 3/31/2022
Total Human Resources/Recruitment - 2.52%*   10,000
 10,035
 9,966
  
             
Multimedia and Design Software          
Pencil and Pixel, Inc. Growth Capital Loan (10.00% interest rate, 6.50% EOT payment) 3/20/2020 10,000
 9,753
 9,502
 3/31/2023
Total Multimedia and Design Software - 2.41%*   10,000
 9,753
 9,502
  
             

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Network Systems Management Software          
Virtual Instruments Corporation Growth Capital Loan (10.00% interest rate) 4/4/2016 $5,000
 $5,000
 $5,218
 4/4/2021
  Growth Capital Loan (5.00% PIK interest rate) 8/7/2018 30,816
 30,816
 28,462
 4/4/2022
Total Network Systems Management Software - 8.53%*   35,816
 35,816
 33,680
  
             
Other Financial Services            
Upgrade, Inc. Growth Capital Loan (9.50% interest rate, 8.50% EOT payment) 1/18/2019 6,000
 6,077
 5,942
 1/31/2023
  Growth Capital Loan (11.00% interest rate, 8.50% EOT payment) 1/18/2019 1,522
 1,539
 1,505
 1/31/2023
  Growth Capital Loan (9.25% interest rate, 2.75% EOT payment) 1/18/2019 6,391
 6,604
 6,535
 1/31/2021
  Growth Capital Loan (9.50% interest rate, 6.25% EOT payment) 3/1/2019 5,857
 5,957
 5,886
 2/28/2022
Total Other Financial Services - 5.03%*   19,770
 20,177
 19,868
  
             
Real Estate Services            
HomeLight, Inc. Growth Capital Loan (13.00% interest rate) 4/16/2019 2,000
 1,973
 1,973
 4/30/2022
Sonder USA, Inc. Growth Capital Loan (Prime + 5.75% interest rate, 5.25% EOT payment) 12/28/2018 20,000
 20,174
 19,868
 6/30/2022
  Growth Capital Loan (Prime + 5.75% interest rate, 4.75% EOT payment) 3/6/2020 5,000
 4,934
 4,792
 3/31/2024
  Growth Capital Loan (Prime + 5.75% interest rate, 4.75% EOT payment) 3/6/2020 2,000
 1,961
 1,905
 3/31/2024
      27,000
 27,069
 26,565
  
Total Real Estate Services - 7.22%*   29,000
 29,042
 28,538
  
             
Restaurant / Food Service            
Munchery, Inc.(7)
 Growth Capital Loan (Prime + 8.25% interest rate, 8.75% EOT payment) 6/30/2016 2,589
 2,729
 1,435
 6/30/2019
  
Growth Capital Loan (Prime + 8.25% interest rate)(2)
 4/25/2018 300
 300
 158
 6/30/2019
Total Restaurant / Food Service - 0.40%*   2,889
 3,029
 1,593
  
             
Security Services            
ForgeRock, Inc. Growth Capital Loan (Prime + 2.90% interest rate, 8.00% EOT payment) 3/27/2019 10,000
 10,040
 9,940
 9/30/2022
  Growth Capital Loan (Prime + 3.70% interest rate, 8.00% EOT payment) 9/30/2019 10,000
 9,919
 9,813
 12/31/2022
  Growth Capital Loan (Prime + 4.50% interest rate, 8.00% EOT payment) 12/23/2019 10,000
 9,863
 9,760
 12/31/2022
Total Security Services - 7.47%*   30,000
 29,822
 29,513
  
             
Shopping Facilitators            
Moda Operandi, Inc. Growth Capital Loan (Prime + 6.25% interest rate, 7.25% EOT payment) 10/21/2019 10,000
 9,907
 9,677
 4/30/2022
  Growth Capital Loan (Prime + 6.25% interest rate, 7.25% EOT payment) 11/27/2019 5,000
 4,937
 4,819
 5/31/2022
  Growth Capital Loan (Prime + 6.25% interest rate, 7.25% EOT payment) 1/6/2020 10,000
 9,836
 9,584
 7/31/2022
Total Shopping Facilitators - 6.10%*   25,000
 24,680
 24,080
  
             
Social/Platform Software            
ClassPass, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 8.25% EOT payment) 8/15/2019 15,000
 14,948
 14,669
 8/31/2023
  Growth Capital Loan (Prime + 5.00% interest rate, 8.25% EOT payment) 9/30/2019 15,000
 14,902
 14,616
 9/30/2023
Total Social/Platform Software - 7.41%*   30,000
 29,850
 29,285
  
             

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Travel & Leisure            
GoEuro Corp.(1)(3)
 Growth Capital Loan (10.25% interest rate, 4.00% EOT payment) 10/30/2019 $20,000
 $19,595
 $19,179
 10/31/2022
  Growth Capital Loan (11.00% interest rate, 8.50% EOT payment) 3/27/2020 10,000
 9,664
 9,312
 3/31/2024
Total Travel & Leisure - 7.21%*     30,000
 29,259
 28,491
  
             
Wireless Communications Equipment          
Cambridge Broadband Network Limited(1)(3)(7)
 Growth Capital Loan (Prime + 11.75% interest rate) 9/3/2014 6,701
 6,701
 
 12/31/2021
  
Growth Capital Loan (12.00% PIK interest rate)(2)
 3/5/2019 375
 375
 50
 12/31/2019
  
Growth Capital Loan (12.00% PIK interest rate)(2)
 4/4/2019 375
 375
 50
 12/31/2019
Total Wireless Communications Equipment - 0.03%*   7,451
 7,451
 100
  
             
Total Debt Investments - 167.53%*   $704,532
 $705,570
 $661,750
  

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Warrant 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Warrant Investments(8)
          
           
Advertising / Marketing          
InMobi Pte Ltd.(1)(3)
 
Ordinary Shares(2)
 12/13/2013 48,500
 $35
 $148
Total Advertising / Marketing - 0.04%*     48,500
 35
 148
           
Building Materials/Construction Machinery          
View, Inc. 
Preferred Stock(2)
 6/13/2017 4,545,455
 500
 591
Total Building Materials/Construction Machinery - 0.15%*   4,545,455
 500
 591
           
Buildings and Property          
Knotel, Inc. Preferred Stock 2/19/2019 360,260
 159
 288
Total Buildings and Property - 0.07%*     360,260
 159
 288
           
Business Applications Software          
Farmer's Business Network, Inc. Preferred Stock 1/3/2020 30,568
 27
 27
FinancialForce.com, Inc. 
Preferred Stock(2)
 6/20/2016 547,440
 1,540
 2,480
HI.Q, Inc. Preferred Stock 12/17/2018 606,952
 196
 437
OneSource Virtual, Inc. Preferred Stock 6/25/2018 70,773
 161
 222
Passport Labs, Inc. Preferred Stock 9/28/2018 21,929
 303
 518
Quantcast Corporation 
Cash Exit Fee(5)
 8/9/2018 
 213
 161
Toast, Inc. 
Preferred Stock(2)
 2/1/2018 26,325
 27
 401
Total Business Applications Software - 1.07%*     1,303,987
 2,467
 4,246
           
Business to Business Marketplace          
Factual, Inc. Preferred Stock 9/4/2018 47,072
 86
 56
Optoro, Inc. 
Preferred Stock(2)
 7/13/2015 10,346
 40
 37
RetailNext, Inc. 
Preferred Stock(2)
 11/16/2017 123,420
 80
 111
Total Business to Business Marketplace - 0.05%*     180,838
 206
 204
           
Commercial Services          
Transfix, Inc. Preferred Stock 5/31/2019 133,502
 188
 188
Total Commercial Services - 0.05%*     133,502
 188
 188
           
Conferencing Equipment / Services          
Fuze, Inc. (fka Thinking Phone Networks, Inc.) 
Preferred Stock(2)
 9/29/2015 323,381
 670
 205
Total Conferencing Equipment / Services - 0.05%*     323,381
 670
 205
           
Consumer Non-Durables          
Hims, Inc. 
Preferred Stock(2)
 11/27/2019 198,126
 73
 131
Imperfect Foods, Inc. Preferred Stock 6/6/2019 43,746
 189
 279
Total Consumer Non-Durables - 0.10%*     241,872
 262
 410
           
Consumer Products and Services          
Clutter, Inc. Preferred Stock 10/18/2018 77,434
 363
 403
Outdoor Voices, Inc. Common Stock 2/26/2019 255,000
 360
 43
Quip NYC, Inc. Preferred Stock 11/26/2018 41,272
 455
 455
Total Consumer Products and Services - 0.23%*     373,706
 1,178
 901
           
Consumer Retail          
LovePop, Inc. Preferred Stock 10/23/2018 163,463
 168
 127
Total Consumer Retail - 0.03%*     163,463
 168
 127
           

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Warrant 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Database Software          
Qubole Inc. Preferred Stock 11/21/2018 265,266
 $122
 $122
Total Database Software - 0.03%*     265,266
 122
 122
           
E-Commerce - Clothing and Accessories          
FabFitFun, Inc. Preferred Stock 11/20/2017 173,341
 521
 364
Outfittery GMBH(1)(3)
 
Cash Exit Fee(2)(5)
 8/10/2017 
 1,426
 1,155
Rent the Runway, Inc. 
Preferred Stock(2)
 11/25/2015 88,037
 213
 591
  
Common Stock(2)
 11/25/2015 149,203
 1,081
 1,611
      237,240
 1,294
 2,202
Stance, Inc. Preferred Stock 3/31/2017 75,000
 41
 70
Untuckit LLC 
Cash Exit Fee(2)(5)
 5/11/2018 
 39
 52
Total E-Commerce - Clothing and Accessories - 0.97%*     485,581
 3,321
 3,843
           
E-Commerce - Personal Goods          
Enjoy Technology, Inc. Preferred Stock 9/7/2018 336,304
 269
 424
Grove Collaborative, Inc. Preferred Stock 4/2/2018 202,506
 168
 964
  Preferred Stock 5/22/2019 109,114
 228
 313
      311,620
 396
 1,277
Total E-Commerce - Personal Goods - 0.43%*     647,924
 665
 1,701
           
Educational/Training Software          
Varsity Tutors LLC 
Preferred Stock(2)(5)
 3/13/2017 240,590
 65
 185
Total Educational/Training Software - 0.05%*     240,590
 65
 185
           
Entertainment          
Mind Candy, Inc.(1)(3)
 Preferred Stock 3/24/2017 278,209
 922
 193
Roli, Ltd.(1)(3)
 
Preferred Stock(2)
 5/23/2018 102,247
 644
 5
Total Entertainment - 0.05%*     380,456
 1,566
 198
           
Financial Institution and Services          
BlueVine Capital, Inc. Preferred Stock 9/15/2017 271,293
 361
 909
Prodigy Investments Limited(1)(3)
 Preferred Stock 12/5/2017 41,046
 775
 958
Revolut Ltd.(1)(3)
 
Preferred Stock(2)
 4/16/2018 6,253
 40
 285
  
Preferred Stock(2)
 10/29/2019 7,945
 324
 117
      14,198
 364
 402
WorldRemit Ltd.(1)(3)
 
Preferred Stock(2)
 12/23/2015 128,288
 382
 478
  
Preferred Stock(2)
 12/23/2015 46,548
 136
 136
      174,836
 518
 614
Total Financial Institution and Services - 0.73%*     501,373
 2,018
 2,883
           
Food & Drug          
Capsule Corp. 
Preferred Stock(2)
 1/17/2020 135,022
 254
 254
  
Cash Exit Fee(2)(5)
 12/28/2018 
 129
 129
      135,022
 383
 383
Freshly Inc. Preferred Stock 10/7/2019 107,732
 580
 580
  Preferred Stock 10/7/2019 31,299
 109
 109
      139,031
 689
 689
Total Food & Drug - 0.27%*     274,053
 1,072
 1,072
           

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Warrant 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
General Media and Content          
BZ Holdings, Inc. (fka TechMediaNetwork, Inc.) 
Preferred Stock(2)
 3/17/2014 72,234
 $31
 $68
Thrillist Media Group, Inc. 
Common Stock(2)
 9/24/2014 774,352
 624
 1,347
Total General Media and Content - 0.36%*     846,586
 655
 1,415
           
Healthcare Technology Systems          
Curology, Inc. 
Preferred Stock(2)
 5/23/2019 36,020
 58
 58
Groop Internet Platfom, Inc. 
Preferred Stock(2)
 5/15/2019 50,881
 128
 38
Nurx Inc. Preferred Stock 8/19/2019 136,573
 216
 216
Total Healthcare Technology Systems - 0.08%*     223,474
 402
 312
           
Household & Office Goods          
Brooklinen, Inc. Preferred Stock 10/31/2019 
 
 
Casper Sleep Inc. Preferred Stock 3/1/2019 21,736
 240
 24
Total Household & Office Goods - 0.01%*     21,736
 240
 24
           
Human Resources/Recruitment          
Hired, Inc. Preferred Stock 9/21/2018 93,141
 156
 74
Total Human Resources/Recruitment - 0.02%*     93,141
 156
 74
           
Medical Software and Information Services          
AirStrip Technologies, Inc. 
Preferred Stock(2)
 10/9/2013 8,036
 112
 
Total Medical Software and Information Services - 0.00%*   8,036
 112
 
           
Multimedia and Design Software          
Pencil and Pixel, Inc. Preferred Stock 2/28/2020 119,474
 133
 133
Total Multimedia and Design Software - 0.03%*   119,474
 133
 133
           
Network Systems Management Software          
Cohesity, Inc. 
Preferred Stock(2)
 1/10/2020 18,945
 54
 54
Signifyd, Inc. 
Preferred Stock(2)
 12/19/2019 33,445
 132
 112
Total Network Systems Management Software - 0.04%*    52,390
 186
 166
           
Other Financial Services          
Upgrade, Inc. Preferred Stock 1/18/2019 744,225
 223
 112
Total Other Financial Services - 0.03%*     744,225
 223
 112
           
Real Estate Services          
HomeLight, Inc. 
Preferred Stock(2)
 12/21/2018 54,004
 44
 124
Sonder Holdings Inc. Preferred Stock 12/28/2018 136,511
 232
 613
  Preferred Stock 3/4/2020 14,291
 42
 42
      150,802
 274
 655
Total Real Estate Services - 0.20%*     204,806
 318
 779
           
Security Services          
ForgeRock, Inc. Preferred Stock 3/30/2016 195,992
 155
 110
  Preferred Stock 3/30/2016 161,724
 340
 45
Total Security Services - 0.04%*     357,716
 495
 155
           
Shopping Facilitators          
Moda Operandi, Inc. Preferred Stock 9/27/2019 34,538
 343
 1,099
OfferUp Inc. 
Preferred Stock(2)
 12/23/2019 44,788
 42
 42
Total Shopping Facilitators - 0.29%*     79,326
 385
 1,141
           

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Warrant 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Social/Platform Software          
ClassPass, Inc. Preferred Stock 3/18/2019 84,507
 $281
 $280
Total Social/Platform Software - 0.07%*     84,507
 281
 280
           
Transportation          
Bird Rides, Inc. 
Preferred Stock(2)
 4/18/2019 68,111
 193
 264
Total Transportation - 0.07%*     68,111
 193
 264
           
Travel & Leisure          
GoEuro Corp.(1)(3)
 Preferred Units 3/26/2018 12,027
 362
 289
Inspirato, LLC 
Preferred Units(2)
 4/25/2013 1,994
 37
 45
Total Travel & Leisure - 0.08%*     14,021
 399
 334
           
Wireless Communications Equipment          
Cambridge Broadband Network Limited(1)(3)
 Preferred Shares 9/3/2014 33,000
 95
 
Total Wireless Communications Equipment - 0.00%*     33,000
 95
 
           
Total Warrant Investments - 5.70%*       $18,935
 $22,501

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Equity 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Equity Investments(8)
          
           
Business Applications Software          
Convoy, Inc. 
Preferred Stock(2)
 9/27/2018 35,208
 $250
 $356
Medallia, Inc. 
Common Stock(2)(10)
 11/13/2014 48,616
 11
 974
Passport Labs, Inc. 
Preferred Stock(2)
 6/11/2019 1,302
 100
 103
Total Business Applications Software - 0.36%*     85,126
 361
 1,433
           
Communications Software          
Pluribus Networks, Inc. 
Preferred Stock(2)
 1/10/2017 722,073
 2,000
 2,000
Total Communications Software - 0.51%*     722,073
 2,000
 2,000
           
Consumer Non-Durables          
Hims, Inc. 
Preferred Stock(2)
 4/29/2019 144,092
 500
 506
Total Consumer Non-Durables - 0.13%*     144,092
 500
 506
           
E-Commerce - Clothing and Accessories          
FabFitFun, Inc. 
Preferred Stock(2)
 1/17/2019 67,934
 500
 611
Total E-Commerce - Clothing and Accessories - 0.15%*     67,934
 500
 611
           
E-Commerce - Personal Goods          
Grove Collaborative, Inc. 
Preferred Stock(2)
 6/5/2018 134,249
 500
 975
Total E-Commerce - Personal Goods - 0.25%*     134,249
 500
 975
           
Educational/Training Software          
Varsity Tutors LLC 
Preferred Stock(2)
 1/5/2018 92,470
 250
 256
Total Educational/Training Software - 0.06%*     92,470
 250
 256
           
Entertainment          
Mind Candy, Inc.(1)(3)
 
Preferred Stock(2)
 3/9/2020 511,665
 1,000
 1,000
Total Entertainment - 0.25%*     511,665
 1,000
 1,000
           
Financial Institution and Services          
GoGreenHost AB(1)(3)
 
Preferred Stock(2)
 12/1/2017 1
 2,134
 1,168
Revolut Ltd.(1)(3)
 
Preferred Stock(2)
 8/3/2017 25,920
 292
 1,447
Total Financial Institution and Services - 0.66%*     25,921
 2,426
 2,615
           
Food & Drug          
Capsule Corp. 
Preferred Stock(2)
 7/25/2019 75,013
 500
 500
Total Food & Drug - 0.13%*     75,013
 500
 500
           
Healthcare Technology Systems          
Curology, Inc. 
Preferred Stock(2)
 11/26/2019 66,000
 196
 238
  
Common Stock(2)
 1/14/2020 142,855
 404
 404
      208,855
 600
 642
Groop Internet Platfom, Inc. 
Preferred Stock(2)
 5/15/2019 90,859
 250
 250
Nurx Inc. 
Preferred Stock(2)
 5/31/2019 136,572
 1,000
 1,004
Total Healthcare Technology Systems - 0.48%*     436,286
 1,850
 1,896
           
Household & Office Goods          
Casper Sleep Inc. 
Common Stock(2)(10)
 6/19/2017 35,722
 1,000
 141
Total Household & Office Goods - 0.04%*     35,722
 1,000
 141
           

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(unaudited)
(dollars in thousands)
As of March 31, 2020
Venture Growth Stage Company Type of Equity 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Network Systems Management Software          
Cohesity, Inc. 
Preferred Stock(2)
 3/24/2017 60,342
 $400
 $606
Total Network Systems Management Software - 0.15%*    60,342
 400
 606
           
Real Estate Services          
Sonder Holdings Inc.(1)
 
Preferred Stock(2)
 5/17/2019 29,773
 312
 312
Total Real Estate Services - 0.08%*     29,773
 312
 312
           
Security Services          
CrowdStrike, Inc. 
Common Stock(2)(10)
 10/13/2017 278,747
 1,072
 15,521
Total Security Services - 3.93%*     278,747
 1,072
 15,521
           
Travel & Leisure          
GoEuro Corp.(1)(3)
 
Preferred Stock(2)
 10/5/2017 2,362
 300
 266
Inspirato, LLC 
Preferred Units(2)(4)
 9/11/2014 1,948
 250
 266
Total Travel & Leisure - 0.13%*     4,310
 550
 532
           
Total Equity Investments - 7.32%*       $13,221
 $28,904
           
Total Investments in Portfolio Companies - 180.55%*(11)
     $737,726
 $713,155
           
Total Investments - 180.55%*(9)
       $737,726
 $713,155
_______________
(1)Investment is a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). As of March 31, 2020 non-qualifying assets represented 19.4% of the Company’s total assets, at fair value.
(2)As of March 31, 2020, this investment was not pledged as collateral as part of the Company’s revolving credit facility.
(3)Entity is not domiciled in the United States and does not have its principal place of business in the United States.
(4)Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.
(5)Investment is a cash success fee or a cash exit fee payable on the consummation of certain trigger events.
(6)Gross unrealized gains, gross unrealized losses, and net unrealized losses for federal income tax purposes totaled $25.7 million, $50.2 million, and $24.6 million, respectively. The tax cost of investments is $737.7 million.
(7)Debt is on non-accrual status at March 31, 2020 and is therefore considered non-income producing. Non-accrual investments at March 31, 2020 had a total cost and fair value of $49.4 million and $20.5 million, respectively.
(8)Non-income producing investments.
(9)Except for equity in three public companies, all investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Company’s board of directors (the “Board”).
(10)Investment is publicly traded and listed on New York Stock Exchange or NASDAQ.
(11)The Company generally acquires its investments in private transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.
(12)Acquisition date represents the date of the investment in the portfolio investment.
*Value as a percentage of net assets.

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Debt Investments            
             
Biofuels / Biomass            
Harvest Power, Inc.(7)
 Growth Capital Loan (7.00% interest rate, 9.00% EOT payment) 3/5/2014 $10,880
 $12,385
 $1,797
 4/30/2021
Total Biofuels / Biomass - 0.54%*   10,880
 12,385
 1,797
  
             
Buildings and Property            
Knotel, Inc. Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 2/28/2019 9,000
 9,102
 9,102
 8/31/2022
  Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 3/25/2019 6,000
 6,054
 6,054
 9/30/2022
  Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 4/18/2019 9,000
 9,060
 9,060
 10/31/2022
  Growth Capital Loan (Prime + 4.25% interest rate, 9.00% EOT payment) 9/30/2019 6,000
 5,955
 5,955
 3/31/2023
Total Buildings and Property - 9.07%*   30,000
 30,171
 30,171
  
             
Business Applications Software     

 

 

  
HI.Q, Inc. Growth Capital Loan (11.00% interest rate, 2.00% EOT payment) 12/17/2018 13,250
 13,119
 13,119
 6/30/2023
OneSource Virtual, Inc. Growth Capital Loan (Prime + 3.50% interest rate, 2.00% EOT payment) 6/29/2018 10,000
 10,475
 10,533
 6/30/2022
  Growth Capital Loan (Prime + 0.75% interest rate, 0.25% EOT payment) 11/5/2019 5,000
 4,957
 4,961
 2/29/2020
      15,000
 15,432
 15,494
  
Passport Labs, Inc. Growth Capital Loan (9.75% interest rate, 5.25% EOT payment) 10/11/2018 19,000
 18,923
 18,923
 8/31/2023
  Growth Capital Loan (10.25% interest rate, 5.25% EOT payment) 5/15/2019 6,000
 5,921
 5,921
 3/31/2024
  Growth Capital Loan (11.00% interest rate, 8.00% EOT payment) 5/15/2019 5,000
 4,952
 4,952
 5/31/2024
      30,000
 29,796
 29,796
  
Quantcast Corporation Growth Capital Loan (Prime + 6.25% interest rate, 6.00% EOT payment) 3/12/2018 9,780
 10,303
 10,330
 3/31/2021
Total Business Applications Software - 20.67%*   68,030
 68,650
 68,739
  
             
Business to Business Marketplace          
Adjust GmbH(1)(3)
 Growth Capital Loan (Prime + 4.75% interest rate, 2.50% PIK interest rate) 1/29/2019 20,473
 20,199
 20,324
 1/31/2022
  Growth Capital Loan (Prime + 4.75% interest rate, 2.50% PIK interest rate) 1/18/2019 8,195
 8,087
 8,137
 1/31/2022
      28,668
 28,286
 28,461
  
Factual, Inc. Growth Capital Loan (Prime + 6.25% interest rate, 7.75% EOT payment) 12/23/2019 10,000
 9,822
 9,822
 12/31/2022
Total Business to Business Marketplace - 11.51%*   38,668
 38,108
 38,283
  
             
Commercial Services            
Transfix, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 2.00% EOT payment) 12/23/2019 10,000
 9,810
 9,810
 12/31/2021
Total Commercial Services - 2.95%*   10,000
 9,810
 9,810
  
             
Consumer Non-Durables            
Imperfect Foods, Inc. Growth Capital Loan (Prime + 4.10% interest rate, 5.35% EOT payment) 10/11/2019 10,000
 9,767
 9,767
 4/30/2023
Total Consumer Non-Durables - 2.94%*   10,000
 9,767
 9,767
  
             

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Consumer Products and Services          
Clutter, Inc. Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment) 10/30/2018 $6,303
 $6,360
 $6,383
 10/31/2020
  Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment) 10/30/2018 5,000
 5,002
 5,025
 10/31/2021
  Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment) 12/27/2018 1,391
 1,396
 1,402
 12/31/2020
  Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment) 2/1/2019 1,932
 1,920
 1,930
 1/31/2022
      14,626
 14,678
 14,740
  
Outdoor Voices, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 9.75% EOT payment) 2/26/2019 4,000
 3,990
 3,990
 2/28/2022
  Growth Capital Loan (Prime + 5.00% interest rate, 9.75% EOT payment) 4/4/2019 6,000
 5,957
 5,957
 4/30/2022
      10,000
 9,947
 9,947
  
Quip NYC, Inc. Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 4/16/2019 10,000
 9,895
 9,895
 4/30/2022
  Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 6/26/2019 5,000
 4,923
 4,923
 6/30/2022
  Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 6/26/2019 5,000
 4,923
 4,923
 6/30/2022
  Growth Capital Loan (Prime + 6.75% interest rate, 6.25% EOT payment) 9/26/2019 5,000
 4,891
 4,891
 9/30/2022
      25,000
 24,632
 24,632
  
Total Consumer Products and Services - 14.83%*   49,626
 49,257
 49,319
  
             
Consumer Retail            
LovePop, Inc. Growth Capital Loan (Prime + 4.75% interest rate, 6.75% EOT payment) 11/5/2018 10,000
 10,088
 10,030
 11/30/2021
Total Consumer Retail - 3.02%*   10,000
 10,088
 10,030
  
      

 

 

  
Database Software            
Qubole Inc. Growth Capital Loan (Prime + 6.00% interest rate, 6.75% EOT payment) 12/27/2019 10,000
 9,846
 9,846
 12/31/2023
  Growth Capital Loan (Prime + 6.00% interest rate, 6.75% EOT payment) 12/27/2019 5,000
 4,923
 4,923
 12/31/2023
Total Database Software - 4.44%*   15,000
 14,769
 14,769
  
      

 

 

  
E-Commerce - Clothing and Accessories          
FabFitFun, Inc. Growth Capital Loan (10.50% interest rate, 6.00% EOT payment) 2/26/2018 3,957
 4,125
 4,135
 2/28/2021
  Growth Capital Loan (Prime + 6.50% interest rate, 6.50% EOT payment) 11/19/2019 5,000
 4,848
 4,892
 11/30/2022
  Growth Capital Loan (Prime + 6.50% interest rate, 6.50% EOT payment) 11/19/2019 5,000
 4,848
 4,892
 11/30/2022
  Growth Capital Loan (Prime + 6.50% interest rate, 6.50% EOT payment) 11/19/2019 5,000
 4,848
 4,892
 11/30/2022
      18,957
 18,669
 18,811
  
Outfittery GMBH(1)(3)
 
Growth Capital Loan (Prime + 8.25% interest rate, 11.00% EOT payment)(2)
 8/11/2017 6,925
 7,080
 6,684
 8/31/2022
  
Growth Capital Loan (12.00% interest rate, 9.00% EOT payment)(2)
 6/7/2018 2,360
 2,399
 2,281
 6/30/2021
  
Growth Capital Loan (12.75% interest rate, 9.00% EOT payment)(2)
 12/28/2018 2,294
 2,254
 2,204
 12/31/2021
  
Growth Capital Loan (Prime + 7.25% interest rate, 9.00% EOT payment)(2)
 8/7/2019 3,947
 3,748
 3,727
 8/31/2022
  
Growth Capital Loan (Prime + 7.25% interest rate, 9.00% EOT payment)(2)
 9/23/2019 3,305
 2,969
 3,023
 9/30/2022
      18,831
 18,450
 17,919
  

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Stance, Inc. Growth Capital Loan (Prime + 4.50% interest rate, 5.50% EOT payment) 11/1/2018 $2,000
 $2,078
 $2,081
 4/30/2020
Total E-Commerce - Clothing and Accessories - 11.67%*   39,788
 39,197
 38,811
  
             
E-Commerce - Personal Goods            
Enjoy Technology, Inc. Growth Capital Loan (Prime + 5.25% interest rate, 5.50% EOT payment) 9/28/2018 10,000
 10,056
 10,056
 9/30/2021
Grove Collaborative, Inc. Growth Capital Loan (Prime + 1.25% interest rate, 1.25% EOT payment) 12/31/2019 2,750
 2,709
 2,709
 6/30/2020
Total E-Commerce - Personal Goods - 3.84%*   12,750
 12,765
 12,765
  
             
Entertainment            
Mind Candy Limited(1)(3)
 Growth Capital Loan (11.00% PIK, 3.00% Cash, 9.50% EOT payment) 6/25/2014 12,746
 12,596
 11,186
 6/30/2022
Roli, Ltd.(1)(3)(7)
 
Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)(2)
 5/23/2018 10,732
 10,767
 9,291
 5/31/2021
  
Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)(2)
 5/23/2018 1,341
 1,346
 1,162
 5/31/2021
  
Growth Capital Loan (11.25% interest rate, 9.50% EOT payment)(2)
 7/16/2018 1,325
 1,317
 1,162
 7/31/2021
  
Revolver (Prime + 3.25% interest rate, 5.00% EOT payment)(2)
 7/5/2018 129
 129
 102
 10/31/2020
  
Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)(2)
 7/5/2018 1,898
 1,898
 1,682
 10/31/2020
  
Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)(2)
 9/27/2018 4,556
 4,556
 3,704
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate, 10.00% EOT payment)(2)
 6/5/2019 1,283
 1,340
 1,243
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate, 20.00% EOT payment)(2)
 7/9/2019 627
 627
 651
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate, 20.00% EOT payment)(2)
 8/28/2019 538
 538
 567
 10/31/2020
  
Growth Capital Loan (10.00% PIK interest rate)(2)
 10/24/2019 4,141
 4,141
 3,392
 10/31/2020
      26,570
 26,659
 22,956
  
Total Entertainment - 10.27%*     39,316
 39,255
 34,142
  
      

 

 

  
Financial Institution and Services          
Prodigy Finance Limited(1)(3)
 Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 12/5/2017 18,000
 18,918
 18,918
 12/31/2020
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 3/7/2018 2,200
 2,286
 2,286
 3/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 7/31/2018 3,300
 3,377
 3,377
 7/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 8/8/2018 2,500
 2,553
 2,553
 8/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 9/5/2018 1,500
 1,527
 1,527
 9/30/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 9/5/2018 2,500
 2,545
 2,545
 9/30/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 11/15/2018 6,000
 6,063
 6,063
 11/30/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 12/6/2018 4,000
 4,028
 4,028
 12/31/2021
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 4/30/2019 133
 132
 132
 4/30/2022
  Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment) 8/6/2019 267
 262
 262
 8/31/2022
Total Financial Institution and Services - 12.54%*   40,400
 41,691
 41,691
  
             

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Food & Drug            
Freshly Inc. Growth Capital Loan (Prime + 6.50% interest rate, 5.00% EOT payment) 10/9/2019 $6,000
 $5,703
 $5,703
 10/31/2022
  Growth Capital Loan (Prime + 4.50% interest rate, 6.75% EOT payment) 12/30/2019 3,000
 2,833
 2,833
 12/31/2022
  Growth Capital Loan (Prime + 6.00% interest rate, 6.50% EOT payment) 12/30/2019 3,000
 2,833
 2,833
 6/30/2022
Total Food & Drug - 3.42%*   12,000
 11,369
 11,369
  
             
Healthcare Technology Systems            
Nurx Inc. Growth Capital Loan (Prime + 4.50% interest rate, 7.75% EOT payment) 11/5/2019 20,000
 19,669
 19,669
 11/30/2023
Total Healthcare Technology Systems - 5.92%*   20,000
 19,669
 19,669
  
             
Household & Office Goods            
Brooklinen, Inc. Growth Capital Loan (Prime + 6.50% interest rate, 7.75% EOT payment) 11/5/2019 2,000
 1,848
 1,848
 11/30/2022
Casper Sleep Inc. Growth Capital Loan (Prime + 7.25% interest rate, 7.50% EOT payment) 8/9/2019 15,000
 14,798
 14,798
 8/31/2023
  Growth Capital Loan (Prime + 6.00% interest rate, 6.25% EOT payment) 11/1/2019 15,000
 14,749
 14,749
 10/31/2022
      30,000
 29,547
 29,547
  
Total Household & Office Goods - 9.44%*   32,000
 31,395
 31,395
  
             
Human Resources/Recruitment            
Hired, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 6.00% EOT payment) 3/6/2019 5,000
 4,981
 4,946
 9/30/2022
  Growth Capital Loan (Prime + 6.50% interest rate, 7.25% EOT payment) 3/6/2019 5,000
 4,983
 4,940
 3/31/2022
Total Human Resources/Recruitment - 2.97%*   10,000
 9,964
 9,886
  
             
Network Systems Management Software          
Virtual Instruments Corporation Growth Capital Loan (10.00% interest rate) 4/4/2016 5,000
 5,000
 5,120
 4/4/2020
  Growth Capital Loan (5.00% PIK interest rate) 8/7/2018 30,441
 30,441
 28,386
 4/4/2021
Total Network Systems Management Software - 10.08%*   35,441
 35,441
 33,506
  
             
Other Financial Services            
Upgrade, Inc. Growth Capital Loan (9.50% interest rate, 8.50% EOT payment) 1/18/2019 6,000
 6,033
 6,033
 1/31/2023
  Growth Capital Loan (11.00% interest rate, 8.50% EOT payment) 1/18/2019 1,522
 1,528
 1,528
 1/31/2023
  Growth Capital Loan (8.50% interest rate, 2.75% EOT payment) 1/18/2019 6,391
 6,540
 6,540
 1/31/2020
  Growth Capital Loan (9.50% interest rate, 6.25% EOT payment) 3/1/2019 6,087
 6,131
 6,131
 2/28/2022
Total Other Financial Services - 6.08%*   20,000
 20,232
 20,232
  
             
Real Estate Services            
HomeLight, Inc. Growth Capital Loan (13.00% interest rate) 4/16/2019 2,000
 1,969
 1,983
 4/30/2022
Sonder USA, Inc. Growth Capital Loan (Prime + 5.75% interest rate, 5.25% EOT payment) 12/28/2018 20,000
 20,044
 20,044
 6/30/2022
Total Real Estate Services - 6.62%*   22,000
 22,013
 22,027
  
             
Restaurant / Food Service            
Munchery, Inc.(7)
 Growth Capital Loan (Prime + 8.25% interest rate, 8.75% EOT payment) 6/30/2016 2,589
 2,729
 1,435
 6/30/2019
  
Growth Capital Loan (Prime + 8.25% interest rate)(2)
 4/25/2018 300
 300
 158
 6/30/2019
Total Restaurant / Food Service - 0.48%*   2,889
 3,029
 1,593
  
             

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Investment 
Acquisition
Date(12)
 
Outstanding
Principal
 
Cost(6)
 Fair Value 
Maturity
Date
             
Security Services            
ForgeRock, Inc. Growth Capital Loan (Prime + 3.75% interest rate, 8.50% EOT payment) 8/15/2016 $370
 $784
 $784
 2/29/2020
  Growth Capital Loan (Prime + 2.90% interest rate, 8.00% EOT payment) 3/27/2019 10,000
 9,975
 9,975
 9/30/2022
  Growth Capital Loan (Prime + 3.70% interest rate, 8.00% EOT payment) 9/30/2019 10,000
 9,852
 9,852
 12/31/2022
  Growth Capital Loan (Prime + 4.50% interest rate, 8.00% EOT payment) 12/23/2019 10,000
 9,794
 9,794
 12/31/2022
Total Security Services - 9.14%*   30,370
 30,405
 30,405
  
             
Shopping Facilitators            
Moda Operandi, Inc. Growth Capital Loan (Prime + 6.25% interest rate, 7.25% EOT payment) 10/21/2019 10,000
 9,825
 9,825
 4/30/2022
  Growth Capital Loan (Prime + 6.25% interest rate, 7.25% EOT payment) 11/27/2019 5,000
 4,897
 4,897
 5/31/2022
Total Shopping Facilitators - 4.43%*   15,000
 14,722
 14,722
  
             
Social/Platform Software            
ClassPass, Inc. Growth Capital Loan (Prime + 5.00% interest rate, 8.25% EOT payment) 8/15/2019 15,000
 14,851
 15,005
 8/31/2023
  Growth Capital Loan (Prime + 5.00% interest rate, 8.25% EOT payment) 9/30/2019 15,000
 14,805
 14,962
 9/30/2023
Total Social/Platform Software - 9.01%*   30,000
 29,656
 29,967
  
             
Travel & Leisure            
GoEuro Corp.(1)
 Growth Capital Loan (10.25% interest rate, 4.00% EOT payment) 10/30/2019 20,000
 19,465
 19,465
 10/31/2022
Total Travel & Leisure - 5.85%*     20,000
 19,465
 19,465
  
             
Wireless Communications Equipment          
Cambridge Broadband Network Limited(1)(3)(7)
 Growth Capital Loan (Prime + 11.75% interest rate) 9/3/2014 6,701
 6,701
 
 12/31/2021
  
Growth Capital Loan (12.00% PIK interest rate)(2)
 3/5/2019 375
 375
 94
 12/31/2019
  
Growth Capital Loan (12.00% PIK interest rate)(2)
 4/4/2019 375
 375
 94
 12/31/2019
Total Wireless Communications Equipment - 0.06%*   7,451
 7,451
 188
  
             
Total Debt Investments - 181.81%*   $631,609
 $630,724
 $604,518
  

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Warrant 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Warrant Investments(8)
          
           
Advertising / Marketing          
InMobi Pte Ltd.(1)(2)(3)
 Ordinary Shares 12/13/2013 48,500
 $35
 $148
Total Advertising / Marketing - 0.04%*     48,500
 35
 148
           
Building Materials/Construction Machinery          
View, Inc. Preferred Stock 6/13/2017 4,545,455
 500
 500
Total Building Materials/Construction Machinery - 0.15%*   4,545,455
 500
 500
           
Buildings and Property          
Knotel, Inc. Preferred Stock 2/19/2019 360,260
 159
 288
Total Buildings and Property - 0.09%*     360,260
 159
 288
           
Business Applications Software          
FinancialForce.com, Inc. Preferred Stock 6/20/2016 547,440
 1,540
 2,696
HI.Q, Inc. Preferred Stock 12/17/2018 606,952
 196
 437
OneSource Virtual, Inc. Preferred Stock 6/25/2018 58,977
 134
 185
Passport Labs, Inc. Preferred Stock 9/28/2018 21,929
 303
 518
Quantcast Corporation(5)
 Cash Exit Fee 8/9/2018 
 213
 188
Toast, Inc.(2)
 Preferred Stock 2/1/2018 26,325
 27
 269
Total Business Applications Software - 1.29%*     1,261,623
 2,413
 4,293
           
Business to Business Marketplace          
Factual, Inc. Preferred Stock 9/4/2018 47,072
 86
 73
Optoro, Inc.(2)
 Preferred Stock 7/13/2015 10,346
 40
 37
RetailNext, Inc. Preferred Stock 11/16/2017 123,420
 80
 111
Total Business to Business Marketplace - 0.07%*     180,838
 206
 221
           
Commercial Services          
Transfix, Inc. Preferred Stock 5/31/2019 133,502
 188
 188
Total Commercial Services - 0.06%*     133,502
 188
 188
           
Conferencing Equipment / Services          
Fuze, Inc. (fka Thinking Phone Networks, Inc.)(2)
 Preferred Stock 9/29/2015 323,381
 670
 205
Total Conferencing Equipment / Services - 0.06%*     323,381
 670
 205
           
Consumer Non-Durables          
Hims, Inc.(2)
 Preferred Stock 11/27/2019 198,126
 73
 73
Imperfect Foods, Inc. Preferred Stock 6/6/2019 43,746
 189
 280
Total Consumer Non-Durables - 0.11%*     241,872
 262
 353
           
Consumer Products and Services          
Clutter, Inc. Preferred Stock 10/18/2018 77,434
 363
 530
Outdoor Voices, Inc. Common Stock 2/26/2019 255,000
 360
 360
Quip NYC, Inc. Preferred Stock 11/26/2018 41,272
 455
 455
Total Consumer Products and Services - 0.40%*     373,706
 1,178
 1,345
           
Consumer Retail          
LovePop, Inc. Preferred Stock 10/23/2018 163,463
 168
 128
Total Consumer Retail - 0.04%*     163,463
 168
 128
           
Database Software     
 
 
Qubole Inc. Preferred Stock 11/21/2018 265,266
 122
 122
Total Database Software - 0.04%*     265,266
 122
 122
           

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Warrant 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
E-Commerce - Clothing and Accessories          
FabFitFun, Inc. Preferred Stock 11/20/2017 173,341
 $521
 $364
Outfittery GMBH(1)(2)(3)(5)
 Cash Exit Fee 8/10/2017 
 1,170
 942
Rent the Runway, Inc. Preferred Stock 11/25/2015 88,037
 213
 428
  Common Stock 11/25/2015 149,203
 1,081
 1,277
      237,240
 1,294
 1,705
Stance, Inc. Preferred Stock 3/31/2017 75,000
 41
 70
Untuckit LLC(5)
 Cash Exit Fee 5/11/2018 
 39
 52
Total E-Commerce - Clothing and Accessories - 0.94%*     485,581
 3,065
 3,133
           
E-Commerce - Personal Goods          
Enjoy Technology, Inc. Preferred Stock 9/7/2018 336,304
 269
 424
Grove Collaborative, Inc. Preferred Stock 4/2/2018 202,506
 168
 964
  Preferred Stock 5/22/2019 60,013
 126
 172
      262,519
 294
 1,136
Total E-Commerce - Personal Goods - 0.47%*     598,823
 563
 1,560
           
Educational/Training Software          
Varsity Tutors LLC(2)(5)
 Preferred Stock 3/13/2017 240,590
 65
 185
Total Educational/Training Software - 0.06%*     240,590
 65
 185
           
Entertainment     
 
 
Mind Candy, Inc.(1)(3)
 Preferred Stock 3/24/2017 278,209
 922
 199
Roli, Ltd.(1)(2)(3)
 Preferred Stock 5/23/2018 102,247
 644
 5
Total Entertainment - 0.06%*     380,456
 1,566
 204
      
 
 
Financial Institution and Services          
BlueVine Capital, Inc. Preferred Stock 9/15/2017 271,293
 361
 909
Prodigy Investments Limited(1)(3)
 Preferred Stock 12/5/2017 41,046
 775
 958
Revolut Ltd.(1)(2)(3)
 Preferred Stock 4/16/2018 6,253
 40
 121
  Preferred Stock 10/29/2019 17,190
 324
 324
      23,443
 364
 445
WorldRemit Ltd.(1)(3)
 Preferred Stock 12/23/2015 128,288
 382
 478
  Preferred Stock 12/23/2015 46,548
 136
 136
      174,836
 518
 614
Total Financial Institution and Services - 0.88%*     510,618
 2,018
 2,926
           
Food & Drug          
Capsule Corp.(2)(5)
 Cash Exit Fee 12/28/2018 
 129
 129
Freshly Inc.(1)
 Preferred Stock 10/7/2019 107,732
 580
 580
  Preferred Stock 10/7/2019 31,299
 109
 109
      139,031
 689
 689
Total Food & Drug - 0.25%*     139,031
 818
 818
      
 
 
General Media and Content          
BZ Holdings, Inc. (fka TechMediaNetwork, Inc.)(2)
 Preferred Stock 3/17/2014 72,234
 31
 51
Thrillist Media Group, Inc.(2)
 Common Stock 9/24/2014 774,352
 624
 1,022
Total General Media and Content - 0.32%*     846,586
 655
 1,073
           
Healthcare Technology Systems          
Curology, Inc.(2)
 Preferred Stock 5/23/2019 25,214
 20
 20
Groop Internet Platfom, Inc.(2)
 Preferred Stock 5/15/2019 50,881
 128
 38
Nurx Inc. Preferred Stock 8/19/2019 136,573
 216
 216
Total Healthcare Technology Systems - 0.08%*     212,668
 364
 274
           

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Warrant 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Household & Office Goods          
Brooklinen, Inc. Preferred Stock 10/31/2019 44,822
 $289
 $289
Casper Sleep Inc. Preferred Stock 3/1/2019 19,201
 240
 22
Total Household & Office Goods - 0.09%*     64,023
 529
 311
           
Human Resources/Recruitment          
Hired, Inc. Preferred Stock 9/21/2018 93,141
 157
 89
Total Human Resources/Recruitment - 0.03%*     93,141
 157
 89
           
Medical Software and Information Services          
AirStrip Technologies, Inc.(2)
 Preferred Stock 10/9/2013 8,036
 112
 
Total Medical Software and Information Services - 0.00%*   8,036
 112
 
           
Network Systems Management Software          
Signifyd, Inc.(2)
 Preferred Stock 12/19/2019 33,445
 132
 132
Total Network Systems Management Software - 0.04%*    33,445
 132
 132
           
Other Financial Services          
Upgrade, Inc. Preferred Stock 1/18/2019 744,225
 223
 112
Total Other Financial Services - 0.03%*     744,225
 223
 112
           
Real Estate Services          
HomeLight, Inc.(2)
 Preferred Stock 12/21/2018 54,004
 44
 124
Sonder USA, Inc. Preferred Stock 12/28/2018 136,511
 232
 613
Total Real Estate Services - 0.22%*     190,515
 276
 737
           
Security Services          
ForgeRock, Inc. Preferred Stock 3/30/2016 195,992
 155
 606
  Preferred Stock 3/30/2016 161,724
 340
 340
Total Security Services - 0.28%*     357,716
 495
 946
           
Shopping Facilitators          
Moda Operandi, Inc. Preferred Stock 9/27/2019 30,849
 306
 981
OfferUp, Inc.(2)
 Preferred Stock 12/23/2019 44,788
 42
 42
Total Shopping Facilitators - 0.31%*     75,637
 348
 1,023
           
Social/Platform Software          
ClassPass, Inc. Preferred Stock 3/18/2019 84,507
 281
 281
Total Social/Platform Software - 0.08%*     84,507
 281
 281
           
Transportation          
Bird Rides, Inc. Preferred Stock 4/18/2019 68,111
 193
 193
Total Transportation - 0.06%*     68,111
 193
 193
           
Travel & Leisure          
GoEuro Corp.(1)(2)(3)
 Preferred Units 3/26/2018 8,558
 257
 257
Inspirato, LLC(2)(3)
 Preferred Units 4/25/2013 1,994
 37
 45
Total Travel & Leisure - 0.09%*     10,552
 294
 302
           
Wireless Communications Equipment          
Cambridge Broadband Network Limited(1)(3)
 Preferred Shares 9/3/2014 33,000
 95
 
Total Wireless Communications Equipment - 0.00%*     33,000
 95
 
           
Total Warrant Investments - 6.64%*       $18,150
 $22,090

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Equity 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Equity Investments(8)
          
           
Business Applications Software          
Convoy, Inc.(2)
 Preferred Stock 9/27/2018 35,208
 $250
 $353
Medallia, Inc.(2)(10)
 Common Stock 11/13/2014 48,616
 11
 1,452
Passport Labs, Inc.(2)
 Preferred Stock 6/11/2019 1,302
 100
 100
Total Business Applications Software - 0.57%*     85,126
 361
 1,905
           
Communications Software          
Pluribus Networks, Inc.(2)
 Preferred Stock 1/10/2017 722,073
 2,000
 2,000
Total Communications Software - 0.60%*     722,073
 2,000
 2,000
           
Consumer Non-Durables          
Hims, Inc.(2)
 Preferred Stock 4/29/2019 144,092
 500
 506
Total Consumer Non-Durables - 0.15%*     144,092
 500
 506
           
E-Commerce - Clothing and Accessories          
FabFitFun, Inc.(2)
 Preferred Stock 1/17/2019 67,934
 500
 595
Total E-Commerce - Clothing and Accessories - 0.18%*     67,934
 500
 595
           
E-Commerce - Personal Goods          
Grove Collaborative, Inc.(2)
 Preferred Stock 6/5/2018 134,249
 500
 975
Total E-Commerce - Personal Goods - 0.29%*     134,249
 500
 975
           
Educational/Training Software          
Varsity Tutors LLC(2)
 Preferred Stock 1/5/2018 92,470
 250
 249
Total Educational/Training Software - 0.07%*     92,470
 250
 249
           
Financial Institution and Services          
GoGreenHost AB(1)(2)(3)
 Preferred Stock 12/1/2017 1
 2,134
 1,236
Revolut Ltd.(1)(2)(3)
 Preferred Stock 8/3/2017 25,920
 292
 1,189
Total Financial Institution and Services - 0.73%*     25,921
 2,426
 2,425
           
Food & Drug          
Capsule Corp.(2)
 Preferred Stock 7/25/2019 75,013
 500
 500
Total Food & Drug - 0.15%*     75,013
 500
 500
           
Healthcare Technology Systems          
Curology, Inc.(2)
 Preferred Stock 11/26/2019 60,514
 180
 213
Groop Internet Platfom, Inc.(2)
 Preferred Stock 5/15/2019 90,859
 250
 250
Nurx Inc.(2)
 Preferred Stock 5/31/2019 136,572
 1,000
 1,004
Total Healthcare Technology Systems - 0.44%*     287,945
 1,430
 1,467
           
Household & Office Goods          
Casper Sleep Inc.(2)
 Preferred Stock 6/19/2017 8,000
 250
 252
  Common Stock 6/30/2019 26,669
 750
 340
Total Household & Office Goods - 0.18%*     34,669
 1,000
 592
           
Network Systems Management Software          
Cohesity Inc.(2)
 Preferred Stock 3/24/2017 60,342
 400
 550
Total Network Systems Management Software - 0.17%*    60,342
 400
 550
           
Real Estate Services          
Sonder Canada, Inc.(1)(2)(3)
 Preferred Stock 5/17/2019 29,773
 312
 312
Total Real Estate Services - 0.09%*     29,773
 312
 312
           

TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(dollars in thousands)
As of December 31, 2019
Venture Growth Stage Company Type of Equity 
Acquisition Date(12)
 Shares 
Cost(6)
 Fair Value
           
Security Services          
CrowdStrike, Inc.(2)(10)
 Common Stock 10/13/2017 278,747
 $1,072
 $13,901
Total Security Services - 4.18%*     278,747
 1,072
 13,901
           
Travel & Leisure          
GoEuro Corp.(1)(2)(3)
 Preferred Stock 10/5/2017 2,362
 300
 278
Inspirato, LLC(2)(4)
 Preferred Units 9/11/2014 1,948
 250
 266
Total Travel & Leisure - 0.16%*     4,310
 550
 544
           
Total Equity Investments - 7.98%*       $11,801
 $26,521
           
Total Investments in Portfolio Companies - 196.43%*(11)
     $660,675
 $653,129
           
Total Investments - 196.43%*(9)
       $660,675
 $653,129
_______________
(1)Investment is a non-qualifying asset under Section 55(a) of the 1940 Act. As of December 31, 2019 non-qualifying assets represented 21.9% of the Company’s total assets, at fair value.
(2)As of December 31, 2019, this investment was not pledged as collateral as part of the Company’s revolving credit facility.
(3)Entity is not domiciled in the United States and does not have its principal place of business in the United States.
(4)Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.
(5)Investment is a cash success fee or a cash exit fee payable on the consummation of certain trigger events.
(6)Gross unrealized gains, gross unrealized losses, and net unrealized losses for federal income tax purposes totaled $24.0 million, $31.5 million, and $7.5 million, respectively. The tax cost of investments is $660.7 million.
(7)Debt is on non-accrual status at December 31, 2019 and is therefore considered non-income producing. Non-accrual investments at December 31, 2019 had a total cost and fair value of $49.5 million and $26.5 million, respectively.
(8)Non-income producing investments.
(9)Except for equity in two public companies, all investments were valued at fair value using Level 3 significant unobservable inputs as determined in good faith by the Board.
(10)Entity is publicly traded and listed on New York Stock Exchange or NASDAQ.
(11)The Company generally acquires its investments in private transactions exempt from registration under the Securities Act. These investments are generally subject to certain limitations on resale, and may be deemed to be “restricted securities” under the Securities Act.
(12)Acquisition date represents the date of the investment in the portfolio investment.
*Value as a percentage of net assets.
_______________

Notes applicable to the investments presented in the foregoing tables:

No investment represents a 5% or greater interest in any outstanding class of voting security of the portfolio company.

Notes applicable to the debt investments presented in the foregoing tables:

Interest rate is the annual interest rate on the debt investment and does not include any original issue discount (“OID”), end-of-term (“EOT”) payment, or any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees.

For each debt investment tied to the Prime Rate, “Prime”, the current rate is 4.25%(“Prime”) as of September 30, 2017.

March 31, 2020, Prime was 3.25%. As of March 31, 2020, a majority of the debt investments (approximately 70.8% or $498.9 million in principal balance) in the Company’s portfolio bore interest at floating rates, which generally are Prime-based, all of which have interest rate floors of 3.25% or higher and some of which have interest rate caps for a limited period.

The EOT payments are contractual and fixed interest payments due in cash at the maturity date of the loan, including upon prepayment, and are a fixed percentage of the original principal balance of the loan unless otherwise noted. The EOT payment is amortized and recognized as non-cash income over the loan or lease prior to its payment.

Some of the terms noted in the foregoing tables are subject to change based on certain events such as prepayments.

Notes applicable to the equipment leases presented in the foregoing tables:

At the end of the term of certain equipment leases, the lessee has the option to purchase the underlying assets at fair market value in certain cases subject to a cap, return the equipment or continue to finance the assets. The fair market values of the financed assets have been estimated as a percentage of original cost for purposes of the EOT payment value.

Notes applicable to the warrants presented in the foregoing tables:

Warrants are associated with funded debt instruments as well as certain commitments to provide future funding.

Specific notes applicable to specific investments in the foregoing tables:

(1) Investment is a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). As of September 30, 2017 and December 31, 2016, non-qualifying assets as a percentage of total assets were 16.6% and 17.4%, respectively.

(2) As of September 30, 2017 or December 31, 2016, these debt investments, warrants, equity investments and short-term investments were not pledged as collateral as part of the Company’s revolving credit facility.

(3) Entity is not domiciled in the United States and does not have its principal place of business in the United States.

(4) Investment is owned by TPVG Investment LLC, a wholly owned taxable subsidiary of the Company.

(5) Debt investment has a payment-in-kind (“PIK”) feature.

(6) Unused.

(7) Entity is publicly traded and listed on The Nasdaq Global Select Market (the “NASDAQ”).

(8) As of September 30, 2017, the Company’s debt investments in KnCMiner AB include risk and time discounted expected recoveries of cash from completed asset sales and equity in GoGreen Light AB, which acquired certain assets from KnCMiner AB.

(9) The maturity date was extended to March 31, 2017 during the first quarter of 2017.

(10) Investment is a cash success fee or a cash exit fee payable on the consummation of certain trigger events.

(11) Debt is non-performing.

* Value as a percentage of net assets

See accompanying notes to condensed consolidated financial statements.

15



TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES

NOTES TO CONDENSEDTHE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

March 31, 2020
(unaudited)

Note 1. Organization

TriplePoint Venture Growth BDC Corp. (the “Company”), a Maryland corporation, was formed on June 28, 2013 and priced its initial public offering and commenced investment operations on March 5, 2014. The Company is structured as an externally-managed non-diversified, closed-end investment company that has elected to be regulatedtreated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As a BDC, theThe Company expectshas elected to be treated, and intends 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 to expand the venture growth stage business segment of TriplePoint Capital LLC’s (“TPC”) investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. The Company’s investment objective is to maximize its total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending primarily lendingwith warrants to venture growth stage companies focused in technology, life sciences and other high growth industries backed by TPC’s select group of leading venture capital investors. The Company is externally managed by TPVGTriplePoint Advisers LLC (the “Adviser”), which is registered as an investment adviser under the Investment Advisers Act of 1940, Actas amended, and is a wholly owned subsidiary of TPC. The Adviser is responsible for sourcing, reviewing and structuring investment opportunities, underwriting and performing due diligence on investments and monitoring the investment portfolio on an ongoing basis. The Adviser was organized in August 2013 and, pursuant to an investment advisory agreement entered into between the Company and the Adviser, the Company pays the Adviser a base management fee and an incentive fee for its services. The Company has also entered into an administration agreement with TPVGTriplePoint Administrator LLC (the “Administrator”), a wholly owned subsidiary of the Adviser, for which itand pays fees and expenses for services provided.

The Company has two wholly owned subsidiaries: TPVG Variable Funding Company LLC (the “Financing Subsidiary”), a bankruptcy remote special purpose entity established for utilizing the Company’s revolving credit facility, and TPVG Investment LLC, an entity established for holding certain Companyof the Company’s investments in order to benefit from the tax treatment of these investments and create a tax structure that is more advantageous with respect to the Company’s RIC status.tax treatment. These subsidiaries are consolidated in the financial statements of the Company.

Note 2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying interim condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 1012 of Regulation S-X. Accordingly, certain disclosures required by GAAP for the annual reporting of consolidated financial statements are omitted.

The condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. In the opinion of management, allAll adjustments and reclassifications that are necessary for the fair representation of financial results as of and for the periods presented have been included and all intercompany account balances and transactions have been eliminated.

Certain items in the prior period’s condensed consolidated financial statements have been reclassified to conformconformed to the current period’s presentation. These reclassificationspresentation changes, if any, did not impact any prior amounts of reported total assets, total liabilities, net assets or results of operations.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 13, 2017.  

Foreign Currency Translation

The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

Fair value of investment securities, other assets and liabilities—at the exchange rates prevailing at the end of the period; and

4, 2020.

Purchases and sales of investment securities, income and expenses—at the exchange rates prevailing on the respective dates of such transactions, income or expenses.

16


Results of operations based on changes in foreign exchange rates are included as a component of “Net realized and unrealized gains (losses)” in the statement of operations, if any.

Note 3. Related Party Agreements and Transactions

Investment Advisory Agreement

The Company has entered into an

In accordance with the Board approved investment advisory agreement (the “Advisory Agreement”) with the Adviser. Subject, subject to the overall supervision of the Company’s Board of Directors (the “Board”) and in accordance with the 1940 Act, the Adviser manages the day-to-day operations and provides investment advisory services to the Company pursuant to the Advisory Agreement.Company. Under the terms of the Advisory Agreement, the Adviser:

determines the composition of the Company’s portfolio, the nature and timing of changes to the Company’s portfolio and the manner of implementing such changes;

identifies, evaluates and negotiates the structure of investments;

executes, closes, services and monitors investments;

determines the securities and other assets purchased, retained or sold;

performs due diligence on prospective investments; and


provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

As consideration for the investment advisory and management services provided, and pursuant to the Advisory Agreement, the Company has agreed to pay the Adviser a fee consisting of two components—a base management fee and an incentive fee. The cost of both the base management fee and incentive fee is ultimately borne by the Company’s stockholders.

The base management fee is calculated at an annual rate of 1.75% of the Company’s average adjusted gross assets, including assets purchased with borrowed funds. For services rendered under the Advisory Agreement, the base management fee is payable quarterly in arrears. The base management fee is calculated based on the average value of the Company’s gross assets at the end of its two most recently completed calendar quarters. Such amount is appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuanceissuances or repurchases during a calendar quarter. Base management fees for any partial month or quarter are appropriately pro-rated.

The incentive fee, which provides the Adviser with a share of the income it generates for the Company, consists of two components—components- net investment income and net capital gains—whichgains-which are largely independent of each other, and may result in one or both componentscomponent being payable in a given period.

period even if the other is not payable.

Under the investment income component, the Company pays the Adviser each quarter 20.0% of the amount by which the Company’s pre-incentive fee net investment income for the quarter exceeds a hurdle rate of 2.0% (8.0% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “catch-up” provision pursuant to which the Adviser receives all of such income in excess of 2.0% but less than 2.5%, subject to a total return requirement. The effect of the “catch-up” provision is that, subject to the total return provision discussed below, if pre-incentive fee net investment income exceeds 2.5% in any calendar quarter, the Adviser receives 20.0% of the Company’s pre-incentive fee net investment income as if the 2.0% hurdle rate did not apply. The foregoing incentive fee is subject to a total return requirement, which provides that no incentive fee in respect of the Company’s pre-incentive fee net investment income is payable except to the extent that 20.0% of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC exceeds the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. In other words, any investment income incentive fee that is payable in a calendar quarter is limited to the lesser of (i) 20.0% of the amount by which the Company’s pre-incentive fee net investment income for such calendar quarter exceeds the 2.0% hurdle, subject to the “catch-up” provision and (ii) (x) 20.0% of the cumulative net increase in net assets resulting from operations since the effective date of the Company’s election to be regulated as a BDC minus (y) the cumulative incentive fees accrued and/or paid since the effective date of the Company’s election to be regulated as a BDC. For the foregoing purpose, the “cumulative net increase in net assets resulting from operations” is the sum of the Company’s pre-incentive fee net investment income, realized gains and losses and unrealized appreciation and depreciation since the effective date of the Company’s election to be regulated as a BDC. The Company elected to be regulated as a BDC under the 1940 Act on March 5, 2014.

17


Pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where it incurs a loss, subject to the total return requirement described in the preceding paragraph. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company may pay the applicable incentive fee even if it has incurred a loss in that quarter due to realized and unrealized losses, subject to the total return requirement.losses. The Company’s net investment income used to calculate this component of the incentive fee is also included in the amount of the Company’s assets used to calculate the 1.75% base management fee. These calculations are appropriately pro-rated for any period of less than three months and adjusted for any share issuance or repurchase during the currentrelevant quarter.

Under the capital gains component of the incentive fee, the Company pays the Adviser at the end of each calendar year (or upon termination of the Advisory Agreement) 20.0% of the Company’s aggregate cumulative realized capital gains from inception through the end of that year (or upon termination of the Advisory Agreement), computed net of aggregate cumulative realized capital losses and aggregate cumulative unrealized losses through the end of such year, less the aggregate amount of any previously paid capital gains incentive fees. For the foregoing purpose, the Company’s “aggregate cumulative realized capital gains” does not include any unrealized gains. It should be noted that the Company accrues an incentive fee for accounting purposes taking into account any unrealized gains in accordance with GAAP. The capital gains component of the incentive fee is not subject to any minimum return to stockholders. If such amount is negative, then no capital gains incentive fee is payable for such year. Additionally, if the Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date will be treated as though it were a calendar year end for purposes of calculating and paying the capital gains incentive fee.

The base management fee accrued and payable, income incentive fee accrued and payable, and capital gains incentive fee accrued are included in the Company’s condensed consolidated financial statements and summarized in the table below. The Adviser has agreed to exclude the U.S. Treasury bills acquired at the end of each applicable quarter in the calculation of gross assets for purposes of determining its base management fee. There were no net realized capital gains since the inception of the Company and, thus, no capital gains incentive fee was earned or is payable. The Company had cumulative realized and unrealized losses during the threeas of March 31, 2020 and nine months ended September 30, 2017 and September 30, 2016,2019, and, as a result, no capital gains incentive fees were recorded for the three and nine months ended September 30, 2017March 31, 2020 and September 30, 2016.

2019.

Management and Incentive Fees

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(dollars in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Base management fee

 

$

1,567

 

 

$

1,376

 

 

$

4,805

 

 

$

4,076

 

Income incentive fee

 

$

1,066

 

 

$

1,568

 

 

$

4,520

 

 

$

1,568

 

Capital gains incentive fee

 

$

 

 

$

 

 

$

 

 

$

 

Base Management and Incentive Fees
(in thousands)
 For the Three Months Ended March 31,
 2020 2019
Base management fee $2,774
 $1,761
Income incentive fee $
 $2,479
Capital gains incentive fee $
 $

The table above presents the base management and incentive fees accrued during the period which are paid in the quarter after they are earned. During the three and nine months ended September 30, 2017, approximately $1.7March 31, 2020 and 2019, the Company paid $2.5 million and $4.7$1.7 million, respectively, of base management fees earned in prior periods wereperiods. During the three months ended March 31, 2020 and 2019, the Company paid and approximately $2.0$1.4 million and $4.7$2.6 million, respectively, of income incentive fees earned in prior periods were paid. During the three and nine months ended September 30, 2016, approximately $1.3 million and $4.1 million, respectively, of base management fees earned in prior periods were paid, and approximately $0.0 and $1.5 million, respectively, of income incentive fees earned in prior periods were paid.

periods.

Administration Agreement

Prior to the commencement of operations, the Board approved an

The Board-approved administration agreement dated February 18, 2014 (the “Administration Agreement”). The Administration Agreement provides that the Administrator is responsible for furnishing the Company with office facilities and equipment and providing the Company with clerical, bookkeeping, recordkeeping services and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees, or arranges for, the performance of the Company’s required administrative services, which includes being responsible for the financial and other records which the Company is required to maintain and preparing reports to the Company’s stockholders and reports and other materials filed with the SEC and any other regulatory authority. In addition, the Administrator assists the Company in determining and publishing net asset value (“NAV”), overseeing the preparation and filing of the Company’s tax returns and printing and disseminating reports and other materials to the Company’s stockholders, and generally oversees the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides significant managerial assistance on the Company’s behalf to those companies that have accepted the Company’s offer to provide such assistance.

In full consideration of the provision of the services of the Administrator, the Company reimburses the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities under the Administration Agreement. Payments under the Administration Agreement are equal to the Company’s allocable portion (subject to the review of the Board) of the Administrator’s overhead resulting from its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the chief compliance officer and chief financial officer and their respective staffs. In addition, if requested to provide significant managerial assistance to the Company’s portfolio companies, the Administrator is paid an additional amount based on the services provided, which shall not exceed the amount the Company receives from such companies for providing this assistance.

18


For the three months ended September 30, 2017March 31, 2020 and 2016,2019, expenses paid or payable by the Company to the Administrator under the Administration Agreement were approximately $0.3$0.7 million and $0.4 million, respectively, of which approximately $62 thousand and $63 thousand, respectively, were paid or payable to third party service providers. For the nine months ended September 30, 2017 and 2016, expenses paid or payable by the Company to the Administrator under the Administration Agreement were approximately $1.1 million and $1.2 million, respectively, of which approximately $186 thousand and $184 thousand, respectively, were paid or payable to third party service providers.

respectively.

Note 4. Investments

The Company measures the fair value of its investments in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure,, or “ASC Topic 820”,820,” issued by the Financial Accounting Standards Board, or “FASB”.FASB. ASC Topic 820 defines fair value as 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 Valuation Committee of the Board is responsible for assisting the Board 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 Board, with the assistance of the Adviser 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. 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 Adviser considers a range of fair values based upon the valuation techniques utilized and selects a value within that range that most accurately represents fair value based on current market conditions as well as other factors the Adviser’s senior investment team considers relevant. The Board determines fair value of its investments on at least a quarterly basis or at such other times when the Board feels it would be appropriate to do so given the circumstances. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances present at each valuation date. Due to the inherent uncertainty of determining fair value of portfolio investments that do not have a readily available market value, fair value of 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 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 non-active markets or in active markets for similar assets or liabilities), observable inputs other than quoted prices and inputs that are not active or for which all significant inputsdirectly observable but are corroborated by observable either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

market data.

Level 3—Valuations are 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 Company’s

assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it 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, excluding 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, 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.

19


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

The quarterly valuation process begins with each portfolio company or investment being initially valued by the Adviser’s professionals that are responsible for the portfolio investment;

Preliminary valuation conclusions are then documented and discussed with the Adviser’s senior investment team and approved by the Adviser’s executive management team;

At least once annually, the valuation for each portfolio investment will beis reviewed by an independent valuation firm. However, the Board does not intend to have de minimis investments of less than 1.0% of the Company’s gross assets (up to an aggregate of 10.0%10% of the Company’s gross assets) independently reviewed, given the expenses involved in connection therewith;

The Valuation Committee of the Board then reviews these preliminary valuations and makes fair value recommendations to the Board; and

The Board then discusses valuations and determines in good faith, the fair value of each investment in the Company’s portfolio in good faith, based on the input of the Adviser, the respective independent valuation firms and the Valuation Committee.

Debt Investments

The debt investments identified on the condensed consolidated schedules of investments are loans and equipment leases made to venture growth stage companies focused in technology, life sciences and other high growth industries which are backed by a select group of leading venture capital investors. These investments are considered Level 3 assets under ASC Topic 820 as there is no known or accessible market or market indices for these types of debt instruments and thus the Adviser’s senior management team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

To estimate the fair value of debt investments, the Company compares the cost basis of each debt investment, including any original issue discount,OID, 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 these debt investments, in order to determine a comparable range of effective market interest rates. 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.

The valuation process includes, among other things, evaluating the underlying investment performance of 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. Changes in these unobservable inputs could result in significantly different fair value measurements.

Under certain circumstances, an alternative technique may be used to value certain debt investments that better reflect 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 arm’s length transaction, or the use of multiple probability weighted cash flow modelmodels when the expected future cash flows contain elements of variability or estimates of proceeds that would be received in a liquidation scenario.

Warrant Investments

Warrant fair values are 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, includes,including, but not limited to, those listed below. Increases or decreases in any of the unobservable inputs described below could result in a material change in fair value:

Underlying enterprise value of the issuer based on available information, including any information regarding the most recent financing round of borrower. Valuation techniques to determine enterprise value include market multiple approaches, income approaches or the use of recent rounds of financing and the portfolio company’s capital structure. 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 includedinclude option pricing models, including back solve techniques, probability weighted expected return models and other techniques determined to be appropriate.


Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant investment price, is based on comparable publicly traded companies within indices similar in nature to the underlying company issuing the warrant.

20


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.

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 investment.

Other adjustments, including a marketability discount on private company warrants,warrant investments, are estimated based on the Adviser’s judgment about the general industry environment.

Historical portfolio experience on cancellations and exercises of warrantswarrant investments are utilized as the basis for determining the estimated life of the warrantswarrant investment in each financial reporting period. WarrantsWarrant investments 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.

warrant investment.

Under certain circumstances alternative techniques may be used to value certain warrants that more accurately reflect the warrants’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 arm’s-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 estimated fair value of investments whichthat do not have an active observable 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 single estimate may then be determined.

Equity Investments

The fair value of an equity investment in a privately held company is initially 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 its investment. The Company may make adjustments toadjust the fair value of an equity investment 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 of comparable companies to estimate fair value. These valuation methodologies involve a significant degree of judgment.

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. There is no single standard for determining the estimated fair value of investments which 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 single estimate may then be determined.

Investment Valuation

Investments measured at fair value on a recurring basis are categorized in the tablestable below based upon the lowest level of significant input to the valuations as of September 30, 2017March 31, 2020 and as of December 31, 2016.2019. The Company transfers investments in and out of Level 1, 2 and 3 as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. During the three months ended September 30, 2017, there were no transfers between Levels 1, 2, or 3.

Investment Type

 

As of September 30, 2017

 

(dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt investments

 

$

 

 

$

 

 

$

292,683

 

 

$

292,683

 

Warrants

 

 

 

 

 

 

 

 

10,741

 

 

 

10,741

 

Equity investments

 

 

2,546

 

 

 

 

 

 

5,166

 

 

 

7,712

 

Short-term investments

 

 

94,962

 

 

 

 

 

 

 

 

 

94,962

 

Total investments

 

$

97,508

 

 

$

 

 

$

308,590

 

 

$

406,098

 

Investment Type
(in thousands)
 March 31, 2020 December 31, 2019
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Debt investments $
 $
 $661,750
 $661,750
 $
 $
 $604,518
 $604,518
Warrant investments 
 
 22,501
 22,501
 
 
 22,090
 22,090
Equity investments 16,495
 141
 12,268
 28,904
 13,901
 1,452
 11,168
 26,521
Total investments $16,495
 $141
 $696,519
 $713,155
 $13,901
 $1,452
 $637,776
 $653,129

21


Investment Type

 

As of December 31, 2016

 

(dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Debt investments

 

$

 

 

$

 

 

$

360,007

 

 

$

360,007

 

Warrants

 

 

 

 

 

 

 

 

8,238

 

 

 

8,238

 

Equity investments

 

 

 

 

 

4,430

 

 

 

1,636

 

 

 

6,066

 

Short-term investments

 

 

39,990

 

 

 

 

 

 

 

 

 

39,990

 

Total investments

 

$

39,990

 

 

$

4,430

 

 

$

369,881

 

 

$

414,301

 

The following tables present information about Level 3 investments measured at fair value for the three and nine months ended September 30, 2017March 31, 2020 and 2016.2019. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the net unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

Level 3

 

For the Three Months Ended September 30, 2017

 

Investment Activity (dollars in thousands)

 

Debt Investments

 

 

Warrants

 

 

Equity Investments

 

 

Total Investments

 

Fair value as of July 1, 2017

 

$

235,899

 

 

$

9,551

 

 

$

4,853

 

 

$

250,303

 

Funding and purchases of investments, at cost

 

 

79,996

 

 

 

1,538

 

 

 

304

 

 

 

81,838

 

Principal payments and sale proceeds received from investments

 

 

(24,886

)

 

 

 

 

 

 

 

 

(24,886

)

Amortization and accretion of premiums and discounts, net and end-of term payments

 

 

775

 

 

 

 

 

 

 

 

 

775

 

Realized gains (losses) on investments

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains (losses) included in earnings

 

 

288

 

 

 

(348

)

 

 

9

 

 

 

(51

)

Payment-in-kind coupon

 

 

611

 

 

 

 

 

 

 

 

 

611

 

Totals

 

$

292,683

 

 

$

10,741

 

 

$

5,166

 

 

$

308,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2017

 

$

406

 

 

$

(348

)

 

$

10

 

 

$

69

 


Level 3

 

For the Nine Months Ended September 30, 2017

 

Investment Activity (dollars in thousands)

 

Debt Investments

 

 

Warrants

 

 

Equity Investments

 

 

Total Investments

 

Fair value as of January 1, 2017

 

$

360,007

 

 

$

8,238

 

 

$

1,636

 

 

$

369,881

 

Funding and purchases of investments, at cost

 

 

146,485

 

 

 

2,939

 

 

 

3,703

 

 

 

153,127

 

Principal payments and sale proceeds received from investments

 

 

(212,320

)

 

 

 

 

 

(74

)

 

 

(212,394

)

Amortization and accretion of premiums and discounts, net and end-of term payments

 

 

637

 

 

 

 

 

 

 

 

 

637

 

Realized losses on investments

 

 

(622

)

 

 

(2,597

)

 

 

(176

)

 

 

(3,395

)

Net change in unrealized gains (losses) included in earnings

 

 

(3,005

)

 

 

2,161

 

 

 

77

 

 

 

(767

)

Payment-in-kind coupon

 

 

1,501

 

 

 

 

 

 

 

 

 

1,501

 

Totals

 

$

292,683

 

 

$

10,741

 

 

$

5,166

 

 

$

308,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2017

 

$

1,115

 

 

$

104

 

 

$

11

 

 

$

1,230

Level 3

 

For the Three Months Ended September 30, 2016

 

Investment Activity (dollars in thousands)

 

Debt Investments

 

 

Warrants

 

 

Equity Investments

 

 

Total Investments

 

Fair value as of July 1, 2016

 

$

286,816

 

 

$

8,763

 

 

$

3,820

 

 

$

299,399

 

Fundings of investments, at cost

 

 

14,659

 

 

 

334

 

 

 

196

 

 

 

15,189

 

Principal payments and sale proceeds received from investments

 

 

(11,650

)

 

 

(1,095

)

 

 

(790

)

 

 

(13,535

)

Amortization and accretion of premiums and discounts, net and end-of term payments

 

 

2,296

 

 

 

 

 

 

 

 

 

2,296

 

Gross transfers out of Level 3 (1)

 

 

 

 

 

(374

)

 

 

(1,809

)

 

 

(2,183

)

Realized gains on investments

 

 

65

 

 

 

726

 

 

 

290

 

 

 

1,081

 

Net change in unrealized gains (losses) included in earnings

 

 

63

 

 

 

(190

)

 

 

100

 

 

 

(27

)

Payment-in-kind coupon

 

 

316

 

 

 

 

 

 

 

 

 

316

 

Totals

 

$

292,565

 

 

$

8,164

 

 

$

1,807

 

 

$

302,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2016

 

$

64

 

 

$

(191

)

 

$

103

 

 

$

(24

)

Level 3
Investment Activity (in thousands)
 For the Three Months Ended March 31, 2020
 Debt Investments Warrant Investments Equity Investments Total Investments
Fair value as of December 31, 2019 $604,518
 $22,090
 $11,168
 $637,776
Funding and purchases of investments, at cost 77,025
 1,074
 1,420
 79,519
Principal payments and sale proceeds received from investments (6,813) 
 
 (6,813)
Amortization and accretion of premiums and discounts, net and end-of term payments 3,782
 
 
 3,782
Realized gains (losses) on investments 
 (289) 
 (289)
Net change in unrealized gains (losses) included in earnings (17,614) (374) 272
 (17,716)
Payment-in-kind coupon 852
 
 
 852
Gross transfers out of Level 3(1)
 
 
 (592) (592)
Fair value as of March 31, 2020 $661,750
 $22,501
 $12,268
 $696,519
         
Net change in unrealized gains (losses) on Level 3 investments held as of March 31, 2020 $(17,614) $(374) $272
 $(17,716)

_______________
(1)Transfers out of Level 3 are measured as of the date of the transfer. During the three months ended March 31, 2020 the only transfer relates to an equity investment in a publicly traded company.

22


Level 3

 

For the Nine Months Ended September 30, 2016

 

Investment Activity (dollars in thousands)

 

Debt Investments

 

 

Warrants

 

 

Equity Investments

 

 

Total Investments

 

Fair value as of January 1, 2016

 

$

259,585

 

 

$

8,067

 

 

$

3,639

 

 

$

271,291

 

Fundings of investments, at cost

 

 

91,932

 

 

 

1,677

 

 

 

196

 

 

 

93,805

 

Principal payments and sale proceeds received from investments

 

 

(46,890

)

 

 

(1,095

)

 

 

(790

)

 

 

(48,775

)

Amortization and accretion of premiums and discounts, net and end-of term payments

 

 

4,821

 

 

 

 

 

 

 

 

 

4,821

 

Gross transfers out of Level 3 (1)

 

 

 

 

 

(374

)

 

 

(1,809

)

 

 

(2,183

)

Realized gains (losses) on investments

 

 

(20,448

)

 

 

(595

)

 

 

290

 

 

 

(20,753

)

Net change in unrealized gains included in earnings

 

 

2,281

 

 

 

484

 

 

 

281

 

 

 

3,046

 

Payment-in-kind coupon

 

 

1,284

 

 

 

 

 

 

 

 

 

1,284

 

Totals

 

$

292,565

 

 

$

8,164

 

 

$

1,807

 

 

$

302,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gains (losses) on Level 3 investments held as of September 30, 2016

 

$

(1,750

)

 

$

(474

)

 

$

105

 

 

$

(2,119

)

Level 3
Investment Activity (in thousands)
 For the Three Months Ended March 31, 2019
 Debt Investments Warrant Investments Equity Investments Total Investments
Fair value as of December 31, 2018 $405,347
 $15,518
 $10,556
 $431,421
Funding and purchases of investments, at cost 87,641
 1,322
 666
 89,629
Principal payments and sale proceeds received from investments (70,550) 
 
 (70,550)
Amortization and accretion of premiums and discounts, net and end-of term payments 3,235
 
 
 3,235
Realized gains (losses) on investments 
 7
 
 7
Net change in unrealized gains (losses) included in earnings (2,048) 1,193
 4,037
 3,182
Payment-in-kind coupon 771
 
 
 771
Gross transfers out of Level 3(1)
 
 
 (4,003) (4,003)
Fair value as of March 31, 2019 $424,396
 $18,040
 $11,256
 $453,692
         
Net change in unrealized gains (losses) on Level 3 investments held as of March 31, 2019 $(2,334) $1,023
 $4,037
 $2,726
_______________
(1)Transfers out of Level 3 are measured as of the date of the transfer. During the three months ended March 31, 2019, these transfers relate to an equity investment in a publicly traded company.
Realized gains and losses are included as a component of net realized gains (losses) in the condensed consolidated statements of operations.

During the three months ended September 30, 2017, the Company recognized net realized gains from the sale of investments of $1.0 million, consisting entirely of realized gains from the sale of 60,000 shares of Nutanix, Inc., a publicly traded company. During the same period, the Company elected to exercise its option to redeem, in full, its 6.75% Notes dueMarch 31, 2020, (the "2020 Notes") at par plus accrued and unpaid interest which resulted in a realized loss on debt extinguishment of approximately $1.1 million.  

During the nine months ended September 30, 2017, the Company recognized net realized losses from the sale ofon investments of approximately $2.4$0.3 million, consistingprimarily as a result of gross realized gainsthe termination of $1.0 million from the sale of equitywarrants in one portfolio company, offset by gross realized losses of $3.4 million, of which $2.8 million consisted of warrant and equity losses related to the acquisition of four portfolio companies and $0.6 million related to the reversal of accrued loan modification fees in connection with the pay-off of one portfolio company. During the same period, the Company recognized a realized loss on debt extinguishment of approximately $1.1 million in relation to the acceleration of unamortized fees on its 2020 Notes redemption.  

During the three months ended September 30, 2016,March 31, 2019, the Company had realized gains of approximately $1.1 million primarily due to warrant and equity gains related to the acquisition of two portfolio companies.

During the nine months ended September 30, 2016, there wererecognized net realized losses on investments of approximately $20.9 million, which consisted$29,000, as a result of realized losseschanges in foreign currency between the time of $20.4 million from two portfolio companies,investment and net realized losses of $0.8 million on warrants from nine portfolio companies, which were offset by realized gains of $0.3 million on equity from one portfolio company.

liquidation.

Unrealized gains and losses are included in net change in unrealized gains (losses) on investments in the condensed consolidated statements of operations.

The

Net change in net unrealized gains (losses) for Level 3 investments in debt, equity and warrants are summarized in the tables above. In addition to the unrealized gains and losses for Level 3 investments,depreciation during the three and nine months ended September 30, 2017, there wereMarch 31, 2020 was $17.0 million, resulting primarily from mark-to-market related changes, as well as credit-related adjustments.
Net change in unrealized appreciation during the three months ended March 31, 2019 was $1.2 million, which primarily consisted of $3.6 million of net unrealized appreciation on the investment portfolio related to mark to market activity, offset by the reversal and recognition of previously recorded net unrealized appreciation of $2.4 million into income or realized gains due to the disposition of approximately $12 thousand and $0, respectively, on U.S. Treasury bills. four portfolio companies.
For the three and nine months ended September 30, 2016, there were changesMarch 31, 2020, the Company recognized $0.6 million in unrealized lossesother income, primarily consisting of approximately $3 thousand and unrealized losses$0.5 million due to the termination or expiration of approximately $5 thousand, respectively, on U.S. Treasury bills.

unfunded commitments. For the three and nine months ended September 30, 2017,March 31, 2019, the Company recognized approximately $0.1$0.3 million and $1.3 million, respectively, in other income consisting of approximately $0$0.1 million and $0.4 million, respectively, fromdue to the termination or expiration of unfunded commitments and approximately $0.1$0.2 million and $0.9 million, respectively from amortizationthe realization of certain fees paid by portfolio companies and other income.

For the three and nine months ended September 30, 2016, the Company recognized approximately $1.3 million and $1.8 million, respectively, in other income consisting of $1.1 million and $1.6 million, respectively, from the termination or expiration of unfunded commitments and approximately $0.2 million in each period, from amortization of certain fees paid by companies and other income.

related to prepayment activity.

The following tables provide a summary of quantitative information about the Level 3 fair value measurements of investments as of September 30, 2017March 31, 2020 and December 31, 2016.2019. In addition to the techniques and inputs noted in the tables below, the Company may also use other valuation techniques and methodologies when determining fair value measurements. The tables below are not intended to be all inclusive, but rather provide information on significant Level 3

Level 3 Investments
(dollars in thousands)
 March 31, 2020
 Fair Value Valuation Technique Unobservable Inputs Range Weighted Average
Debt investments $641,257
 Discounted Cash Flows Discount Rate 6.47% - 26.39% 15.87%
  20,493
 Probability-Weighted Expected Return Method Probability Weighting of Alternative Outcomes 5.00% - 90.00%  
Warrant investments 20,814
 Black Scholes Option Pricing Model Revenue Multiples 0.00x - 86.16x 7.10x
      Volatility 40.00% - 85.00% 59.75%
      Term 1.25 - 4.50 Years 2.99 Years
      Discount for Lack of Marketability 5.00% - 20.00% 26.55%
      Risk Free Rate 0.19% - 0.50% 0.35%
  5
 Option-Pricing Method and Probability-Weighted Expected Return Method Weighted Average Cost of Capital 20.00% - 35.00% 24.75%
      Term 1.25 - 2.25 Years 1.75 Years
  1,682
 Discounted Expected Return Discount Rate 20.00% - 40.00% 29.49%
      Term 2.00 - 4.00 Years 2.92 Years
      Expected Recovery Rate 18.75% - 100.00% 58.96%
Equity investments 11,100
 Black Scholes Option Pricing Model Revenue Multiples 0.89x - 8.07x 3.31x
      Volatility 45.00% - 75.00% 58.98%
      Term 1.00 - 4.50 Years 3.07 Years
      Discount for Lack of Marketability 5.00% 5.00%
      Risk Free Rate 0.20% - 0.50% 0.32%
  1,168
 Discounted Expected Recovery Expected Recovery Rate 48.18% 48.18%
Total investments $696,519
        

Level 3 Investments
(dollars in thousands)
 December 31, 2019
 Fair Value Valuation Technique Unobservable Inputs Range Weighted Average
Debt investments $577,984
 Discounted Cash Flows Discount Rate 9.91% - 25.75% 15.01%
  26,534
 Probability-Weighted Expected Return Method Probability Weighting of Alternative Outcomes 0%-100.00%  
Warrant investments 20,752
 Black Scholes Option Pricing Model Revenue Multiples 1.50x - 94.7x 7.21x
      Volatility 30.0% - 61.7% 57.86%
      Term 2.00 - 4.00 Years 3.00 Years
      Discount for Lack of Marketability 0.00% - 27.50% 26.55%
      Risk Free Rate 1.56% - 1.70% 1.61%
  27
 Option-Pricing Method and Probability-Weighted Expected Return Method Weighted Average Cost of Capital 27.50% 27.50%
      Term 2.00 - 3.50 Years 3.21 Years
  1,311
 Discounted Expected Return Discount Rate 18.00% - 35.00% 30.94%
      Term 2.40 - 4.00 Years 2.69 Years
      Expected Recovery Rate 50.00% - 80.00% 65.91%
Equity investments 9,340
 Black Scholes Option Pricing Model Revenue Multiples 0.85x - 10.25x 4.13x
      Volatility 30.00% - 80.00% 58.30%
      Term 1.50 - 4.00 Years 3.03 Years
      Discount for Lack of Marketability 0.00% - 5.00% 5.00%
      Risk Free Rate 1.40% - 1.70% 1.62%
  592
 Option-Pricing Method and Probability-Weighted Expected Return Method Weighted Average Cost of Capital 27.50% - 32.50% 30.37%
      Term 3.50 Years 3.50 Years
  1,236
 Discounted Expected Recovery Expected Recovery Rate 50.98% 50.98%
Total investments $637,776
        

Increases or decreases in any of the above unobservable inputs as they relate to thein isolation would result in a lower or higher fair value measurements of investments.

23


Level 3 Investments

 

As of September 30, 2017

 

(dollars in thousands)

 

Fair Value

 

 

Valuation Technique

 

Unobservable Inputs

 

Range (Weighted Average)

 

Debt investments

 

$

287,752

 

 

Discounted Cash Flows

 

Discount Rate

 

2.50% - 34.35% (14.30%)

 

 

 

 

4,931

 

 

Discounted Expected Recovery

 

Expected Recovery Rate

 

94.00%

 

Warrants

 

 

7,756

 

 

Black Scholes Option Pricing Model

 

Revenue Multiples

 

0.90x – 8.00x (4.11x)

 

 

 

 

 

 

 

 

 

Volatility

 

27.80% - 75.00% (53.30%)

 

 

 

 

 

 

 

 

 

Term

 

0.25– 7.00 Years (3.19  Years)

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability

 

0.00% - 32.70% (14.30%)

 

 

 

 

 

 

 

 

 

Risk Free Rate

 

1.03% - 2.16% (1.63%)

 

 

 

 

2,584

 

 

Option-Pricing Method and Probability-Weighted Expected Return Method

 

Weighted Average Cost of Capital

 

25.00% – 30.00% (25.30%)

 

 

 

 

 

 

 

 

 

Term

 

1.25 – 1.25 Years (1.25 Years)

 

 

 

 

401

 

 

Discounted Expected Return

 

Discount Rate

 

17.25%

 

 

 

 

 

 

 

 

 

Term

 

3.50 Years

 

 

 

 

 

 

 

 

 

Probability of non-payment

 

25.00%

 

Equity investments

 

 

1,474

 

 

Black Scholes Option Pricing Model

 

Revenue Multiples

 

1.80x – 6.00x (3.88x)

 

 

 

 

 

 

 

 

 

Volatility

 

27.80% - 60.00% (41.50%)

 

 

 

 

 

 

 

 

 

Term

 

1.25– 2.50 Years (1.86  Years)

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability

 

0.00% - 23.70% (16.1%)

 

 

 

 

 

 

 

 

 

Risk Free Rate

 

1.39% - 1.55% (1.52%)

 

 

 

 

3,692

 

 

Last Equity Financing

 

Price per share

 

$2.77 - $31.25

 

Total investments

 

$

308,590

 

 

 

 

 

 

 

 

 

Level 3 Investments

 

As of December 31, 2016

(dollars in thousands)

 

Fair Value

 

 

Valuation Technique

 

Unobservable Inputs

 

Range (Weighted Average)

Debt investments

 

$

355,230

 

 

Discounted Cash Flows

 

Discount Rate

 

2.50% - 25.00% (14.32%)

 

 

 

4,777

 

 

Discounted Expected Recovery

 

N/A

 

N/A

Warrants

 

 

6,089

 

 

Black Scholes Option Pricing Model

 

Share Price and Equity Value

 

N/A

 

 

 

 

 

 

 

 

Revenue Multiples

 

0.34x – 8.00x (3.43x)

 

 

 

 

 

 

 

 

Volatility

 

40.00% - 70.00% (53.30%)

 

 

 

 

 

 

 

 

Term

 

1.00– 7.00 Years (2.98  Years)

 

 

 

 

 

 

 

 

Discount for Lack of Marketability

 

0.00% - 32.70% (14.10%)

 

 

 

2,149

 

 

Option-Pricing Method and Probability-Weighted Expected Return Method

 

Weighted Average Cost of Capital

 

25.00% – 30.00% (25.40%)

 

 

 

 

 

 

 

 

Term

 

1.25 – 2.25 Years (1.33 Years)

Equity investments

 

 

1,636

 

 

Black Scholes Option Pricing Model

 

Share Price and Equity Value

 

N/A

 

 

 

 

 

 

 

 

Revenue Multiples

 

1.50x – 6.00x (3.57x)

 

 

 

 

 

 

 

 

Volatility

 

45.00% - 60.00% (51.70%)

 

 

 

 

 

 

 

 

Term

 

1.00– 2.50 Years (1.55  Years)

 

 

 

 

 

 

 

 

Discount for Lack of Marketability

 

0.00% - 23.70% (12.90%)

Total investments

 

$

369,881

 

 

 

 

 

 

 

As of September 30, 2017 and December 31, 2016, the fair valuesmeasurement for all of the Company’s debt investments, other than KnCMiner AB, were estimated using discounted cash flow models based on anticipated cash flows and a discount rate deemed most appropriate for each investment given the facts and circumstances specific to each portfolio company and market yields at the reporting date. The fair values for the Company’s debt investments in KnCMiner AB include risk and time discounted expected recoveries as well as preferred shares received from GoGreen Light AB, which acquired certain assets from KnCMiner AB. Such preferred shares entitle the Company to receive annual cash distributions based on a percentage of the net income of GoGreen Light AB.

As of September 30, 2017 and December 31, 2016, fair values for all but 3 warrant positions were estimated using an Option-Pricing Method that values individual equity classes based on their economic rights and preferences using the Black Scholes Option-Pricing Model. Two warrant positions were valued using a combination of the Option-Pricing Method and the Probability-Weighted Expected Return Method given the outlook for those portfolio companies. Certain investments within the portfolio contain fee conditions which may result in cash proceeds to the Company upon a qualifying liquidity event. These fees were valued using a discounted expected return method. As of September 30, 2017, all but 6 equity investments were valued using the market approach. The fair market value for 6 investments as of September 30, 2017 was derived based on the last equity financing round. As of December 31, 2016, all the equity investments were valued using the market approach.

The range of the various assumptions and weighted averages of these assumptions are summarized in the tables above.

As of September 30, 2017 and December 31, 2016, approximately $289.3 million and $363.0 million, respectively, of the Company’s assets were pledged for borrowings under its revolving credit facility.

such assets.

Note 5. Credit Risk

Debt investments may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic, economic and political developments, may significantly affect the value of these investments. In addition, the value of these investments may fluctuate as the general level of interest rates fluctuate.

24


In many instances, the portfolio company’s ability to repay the debt investments is dependent on additional funding by its venture capital investors, a future sale or an initial public offering. The value of these investments may be detrimentally affected to the extent a borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on a defaulted loan.

Note 6. Borrowings

Revolving

The following table shows the Company's outstanding debt as of March 31, 2020 and December 31, 2019.
Liability
(in thousands)
 March 31, 2020 December 31, 2019
 Total Commitment Balance Outstanding Unused Commitment Total Commitment Balance Outstanding Unused Commitment
Revolving Credit Facility $300,000
 $257,000
 $43,000
 $300,000
 $262,300
 $37,700
2022 Notes 74,750
 74,750
 
 74,750
 74,750
 
2025 Notes 70,000
 70,000
 
 
 
 
Total before deferred financing costs 444,750
 401,750
 43,000
 374,750
 337,050
 37,700
Unamortized deferred financing costs 
 (3,434) 
 
 (2,899) 
Total borrowings outstanding, net of deferred financing costs $444,750
 $398,316
 $43,000
 $374,750
 $334,151
 $37,700

Interest expense on these borrowings includes the interest cost charged on borrowings, the unused fee on the Credit Facility

(as defined below), paying and administrative agent fees, and the amortization of deferred Credit Facility fees and expenses. These expenses are summarized in the table below.

Interest Expense and Amortization of Fees
(in thousands)
 For the Three Months Ended March 31,
 2020 2019
Revolving Credit Facility    
Interest cost $2,424
 $488
Unused fee 101
 219
Amortization of costs and other fees 316
 289
Revolving Credit Facility Total $2,841
 $996
2022 Notes    
Interest cost $1,075
 $1,075
Amortization of costs and other fees 132
 132
2022 Notes Total $1,207
 $1,207
2025 Notes    
Interest cost $114
 $
2025 Notes Total $114
 $
Total interest expense and amortization of fees $4,162
 $2,203
Credit Facility
In February 2014, the Company, along with its Financing Subsidiary as borrower, entered into a credit agreement with Deutsche Bank AG, acting as administrative agent and a lender, and KeyBank National Association, Everbank Commercial Lender Finance, Inc.,TIAA Bank, and AloStar Bank of Commerce, as other lenders, which provided the Company with a $150.0 million commitment, subject to borrowing base requirements (the “Revolving Credit(as amended and restated from time to time, the “Credit Facility”). In August 2014, the Company amended the Revolving Credit Facility to increase the total commitments available thereunder to $200.0$200 million in aggregate.

Pursuant In January 2018, the Company amended and renewed the Credit Facility, which, among other things, increased the total commitment by $10 million to $210 million and replaced AloStar Bank of Commerce with MUFG Union Bank, N.A as a lender. In May 2019, the Company amended and renewed the Credit Facility, which, among other things, (i) increased the total commitment by $55 million to $265 million, (ii) added an accordion feature under the Credit Facility, which allows the Company to increase the size of the Credit Facility to an amendmentamount not to exceed $400 million; and (iii) extended the revolving period of the Credit Facility from February 21, 2020 to May 31, 2021 and the maturity date of the Credit Facility from August 21, 2021 to November 30, 2022. In August 2019, the Company amended the Credit Facility to (i) increase its total commitments from $265 million to $300 million and (ii) add two new lenders, Hitachi Capital America Corporation and NBH Bank. The $35 million increase in total commitments to the Revolving Credit Facility effective as of January 2016, borrowingswas made under the Revolvingaccordion feature in the Credit Facility.

Borrowings under the Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including LIBOR and commercial paper rates, plus (ii) a margin of 3.0% during the revolving period2.80% if facility utilization is greater than or equal to 75%, 2.90% if utilization is greater than or equal to 50%, 3.00% if utilization is less than 50% and 4.5% during the amortization period. Borrowings under the Revolving Credit Facility are secured only by the assets of the Financing Subsidiary. The Company agreed to pay Deutsche Bank AG a syndication fee in 12 monthly installments, of approximately 1% of the committed facility amount. The Company also agreedand to pay to Deutsche Bank AG a fee to act as administrative agent under the Revolving Credit Facility andas well as to pay each lender (i) a commitment fee of 0.65% multiplied by suchbased on each lender’s commitment on the effective date payable in 12 equal monthly installments and (ii) a fee of approximately 0.75%0.50% per annum for any unused borrowings under the Revolving Credit Facility on a monthly basis. The Revolving Credit Facility contains affirmative and restrictive covenants including, but not limited to, an advance rate limitation of approximately 55%55.0% of the applicable net loan balance of net assets held by the Financing Subsidiary, maintenance of minimum net worth, at an agreed level, a ratio of total assets to total indebtedness of not less than approximately 2:1,the greater of 3:2 and the amount so required under the 1940 Act, a key man clause relating to the Company’s Chief Executive Officer, Mr. James P. Labe, and the Company’s President and Chief Investment Officer, Mr. Sajal K. Srivastava, and eligibility requirements, including but not limited to geographic and industry concentration limitations and certain loan grade classifications. Furthermore, events of default under the Revolving Credit Facility include, among other things, (i) a payment default; (ii) a change of control; (iii) bankruptcy; (iv) a covenant default; and (v) failure by the Company’s failureCompany to maintain compliance with RIC provisions at all times. The revolving period ofits qualification as a BDC under the Revolving Credit Facility ends on February 21, 2018 and the maturity date of the Revolving Credit Facility is February 21, 2019.1940 Act. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company was in compliance with all covenants under the Revolving Credit Facility.

At September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company had outstanding borrowings under the Revolving Credit Facility of $25.5$257.0 million and $115.0$262.3 million, respectively, net of deferred credit facility costs of $1.3 million and $1.6 million, respectively, which is included in the Company’s condensed consolidated statements of assets and liabilities. The book value of the Revolving Credit Facility approximates fair value due to the relatively short maturity, cash repayments and market interest rates of the instrument. The fair value of the Revolving Credit Facility would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.

Interest expense includes the interest cost charged on borrowings, the unused fee on the Revolving Credit Facility, third party administrative fees, and the amortization of deferred Revolving Credit Facility fees and expenses. These expenses are summarized in the table below. 


Interest Expense and Amortization of Fees

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(dollars in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost charged on borrowings

 

$

217

 

 

$

506

 

 

$

1,822

 

 

$

983

 

Unused fee

 

 

345

 

 

 

275

 

 

 

787

 

 

 

930

 

Amortization of costs and other fees

 

 

235

 

 

 

234

 

 

 

698

 

 

 

758

 

Revolving Credit Facility Total

 

$

797

 

 

$

1,015

 

 

$

3,307

 

 

$

2,671

 

2020 Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

430

 

 

$

922

 

 

$

2,274

 

 

$

2,765

 

Amortization of costs and other fees

 

 

47

 

 

 

99

 

 

 

248

 

 

 

297

 

2020 Notes Total

 

$

477

 

 

$

1,021

 

 

$

2,522

 

 

$

3,062

 

2022 Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

919

 

 

$

 

 

$

919

 

 

$

 

Amortization of costs and other fees

 

 

113

 

 

 

 

 

 

113

 

 

 

 

2022 Notes Total

 

$

1,032

 

 

$

 

 

$

1,032

 

 

$

 

Total interest expense and amortization of fees

 

$

2,306

 

 

$

2,036

 

 

$

6,861

 

 

$

5,733

 

During the three and nine months ended September 30, 2017,March 31, 2020 and 2019, the Company had average outstanding borrowings under the Revolving Credit Facility of $20.1$220.5 million and $61.4$35.5 million, respectively, at a weighted average interest rate of 4.22%4.60% and 3.89%5.49%, respectively. DuringAs of March 31, 2020 and December 31, 2019, $612.8 million and $581.2 million, respectively, of the three and nine months ended September 30, 2016, the Company had average outstandingCompany’s assets were pledged for borrowings under the Revolving Credit Facility of $56.7 million and $37.1 million, respectively, at a weighted average interest of 3.49% and 3.48%, respectively.

2020 Notes

On August 4, 2015, the Company completed a public offering of $50.0 million in aggregate principal amount of its 2020 Notes and received net proceeds of approximately $48.3 million after the payment of fees and offering costs. On September 2, 2015, the Company issued an additional $4.6 million in aggregate principal amount of its 2020 Notes and received net proceeds of approximately $4.5 million after the payment of fees and offering costs as a result of the underwriters’ partial exercise of their option to purchase additional 2020 Notes. The 2020 Notes are disclosed under “2020 Notes” in the condensed consolidated statements of assets and liabilities, net of unamortized issuance costs. The interest expense, including amortization of debt issuance costs are summarized in the table above. The interest on the 2020 Notes was payable quarterly on January 15, April 15, July 15 and October 15, beginning on October 15, 2015. Until August 15, 2017, the 2020 Notes were listed on the New York Stock Exchange (“NYSE”) under the symbol “TPVZ”. The 2020 Notes were issued in integral principal amount multiples ("units") of $25.  

On July 14, 2017, the Company elected to exercise its option to redeem, in full, the 2020 Notes and on August 13, 2017 (the “Redemption Date”). The 2020 Notes were redeemed at par plus accrued and unpaid interest which resulted in a realized loss on debt extinguishment of approximately $1.1 million.  As of the Redemption Date, the outstanding 2020 Notes had an aggregate principal amount of $54.6 million and accrued but unpaid interest of approximately $0.3 million. The 2020 Notes were delisted on the NYSE effective as of August 15, 2017.

At  December 31, 2016, the 2020 Notes had a market price of $25.50 per unit, resulting in an aggregate fair value of approximately $55.7 million. The 2020 Notes are recorded at amortized cost in the condensed consolidated statements of assets and liabilities. Amortized cost includes approximately $1.3 million at December 31, 2016, of deferred issuance cost which is amortized and expensed over the five year term of the 2020 Notes based on an effective yield method.

Facility.

2022 Notes

On July 14, 2017, the Company completed a public offering of $65.0 million in aggregate principal amount of its 5.75% notes due 2022 (the “2022 Notes”) and received net proceeds of approximately $62.8 million after the payment of fees and offering costs. On July 24, 2017, as a result of the

underwriters’ full exercise of their option to purchase additional 2022 Notes, the Company issued an additional $9.75 million in aggregate principal amount of the 2022 Notes and received net proceeds of approximately $9.5 million after the payment of fees and offering costs. The interest on the 2022 Notes is payable quarterly on January 15, April 15, July 15 and October 15, beginning October 15, 2017.15. The 2022 Notes are listed on the NYSE under the symbol “TPVY”. The 2022 Notes were issued in integralunits of $25.
The 2022 Notes mature on July 15, 2022. The 2022 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at a redemption price of 100% of the outstanding principal amount multiples ("units") of $25. The Company used a portion of the net proceeds from the offering of the 2022 Notes plus all accrued and unpaid interest. The 2022 Notes are unsecured obligations and rank pari passu, or equal in right of payment, with any of the Company’s future unsecured indebtedness; senior to redeemany of the Company’s future indebtedness that expressly provides it is subordinated to the 2022 Notes; effectively subordinated to all of the outstandingCompany’s future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness; structurally subordinated to all of the Company’s existing and future indebtedness and other obligations of any subsidiaries, financing vehicles, or similar facilities the Company may form in the future, with respect to claims on the assets of any such subsidiaries, financing vehicles, or similar facilities, including, without limitation, borrowings under the Credit Facility.
The indenture governing the 2022 Notes contains certain covenants, including covenants (i) requiring the Company's compliance with the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act, whether or not the Company is subject to the such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to the Company by the SEC; (ii) if the Company’s asset coverage has been below the 1940 Act minimum asset coverage requirements (after giving effect to any exemptive relief granted to the Company by the SEC) for more than six consecutive months, prohibiting the declaration of any cash dividend or distribution on the Company’s common stock (except to the extent necessary for the Company to maintain its treatment as a RIC under Subchapter M of the Code), or purchasing any of the Company’s common stock, unless, at the time of the declaration of the dividend or distribution or the purchase, and after deducting the amount of such dividend, distribution, or purchase, the Company is in compliance with the 1940 Act asset coverage requirements (after giving effect to any exemptive relief granted to us by the SEC); and (iii) requiring the Company to provide financial information to the trustee, if the Company ceases to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. These covenants are subject to limitations and exceptions that are described in the indenture. As of March 31, 2020, Notes.

26


the Company was in compliance with these covenants.

At September 30, 2017,March 31, 2020, the 2022 Notes had a market price of $25.28$21.75 per unit, resulting in an aggregate fair value of approximately $75.6$65.0 million. The 2022 Notes are recorded at amortized cost in the condensed consolidated statements of assets and liabilities. Amortized cost includes approximately $2.5$1.2 million of deferred issuance cost at September 30, 2017,March 31, 2020, which is amortized and expensed over the five yearfive-year term of the 2022 Notes based on an effective yield method.
2025 Notes
On March 19, 2020, the Company completed a private debt offering of $70.0 million in aggregate principal amount of its 4.50% unsecured notes due March 19, 2025 (the “2025 Notes”) in reliance on Section 4(a)(2) of the Securities Act. The interest on the 2025 Notes is payable semiannually on March 19 and September 19 each year, beginning on September 19, 2020.
The 2025 Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the 2025 Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The 2025 Notes are general unsecured obligations of the Company that rank 

pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company; provided however, in the event that the Company or a subsidiary guarantor (which excludes financing subsidiaries) creates, incurs, assumes or permits to exist liens of more than an aggregate principal amount of $25 million on or with respect to any of their property or assets in connection with future secured indebtedness, the 2025 Notes will generally become secured concurrently therewith, equally and ratably with such indebtedness.

The Master Note Purchase Agreement (the “Note Purchase Agreement”) under which the 2025 Notes were issued contains customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, a minimum asset coverage ratio of 1.50 to 1.00, a minimum interest coverage ratio of 1.25 to 1.00, and minimum stockholders’ equity of $216,129,000, as adjusted upward by an amount equal to 65% of the net proceeds from the issuance of shares of the Company’s common stock subsequent to December 31, 2019. In addition, in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the 2025 Notes will bear interest at a fixed rate of 5.50% per year from the date of the occurrence of the Below Investment Grade Event to and until the date on which the Below Investment Grade Event is no longer continuing.
The Note Purchase Agreement also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness of the Company or subsidiary guarantors, certain judgments and orders, certain events of bankruptcy, and breach of a key man clause relating to the Company’s Chief Executive Officer, James P. Labe, and the Company’s President and Chief Investment Officer, Sajal K. Srivastava.
The 2025 Notes are recorded at amortized cost in the consolidated statements of assets and liabilities. Amortized cost includes $0.9 million of deferred issuance cost at March 31, 2020, which is amortized and expensed over the five-year term of the 2025 Notes based on an effective yield method. The book value of the 2025 Notes approximates fair value and would be categorized as Level 3 of the fair value hierarchy if determined as of the reporting date.
The following tables providetable provides additional information about the level in the fair value hierarchy of the Company’s liabilities at September 30, 2017as of March 31, 2020 and December 31, 2016.

2019.

Liability

 

As of September 30, 2017

 

(dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Revolving Credit Facility

 

$

 

 

$

 

 

$

25,500

 

 

$

25,500

 

2022 Notes, net *

 

 

 

 

 

73,139

 

 

 

 

 

 

73,139

 

Total

 

$

 

 

$

73,139

 

 

$

25,500

 

 

$

98,639

 


Liability
(in thousands)
 March 31, 2020 December 31, 2019
 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Revolving Credit Facility $
 $
 $257,000
 $257,000
 $
 $
 $262,300
 $262,300
2022 Notes, net(1)
 
 73,581
 
 73,581
 
 73,454
 
 73,454
2025 Notes, net(2)
 
 
 69,054
 69,054
 
 
 
 
Total $
 $73,581
 $326,054
 $399,635
 $
 $73,454
 $262,300
 $335,754
_______________

*

(1)Net of approximately $2.5debt issuance costs as of March 31, 2020 and December 31, 2019, of $1.2 million of deferred issuance cost

and $1.3 million, respectively.

Liability

 

As of December 31, 2016

 

(dollars in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Revolving Credit Facility

 

$

 

 

$

 

 

$

115,000

 

 

$

115,000

 

2020 Notes, net *

 

 

 

 

 

54,381

 

 

 

 

 

 

54,381

 

Total

 

$

 

 

$

54,381

 

 

$

115,000

 

 

$

169,381

 

_______________

*

(2)Net of approximately $1.3 milliondebt issuance costs as of deferred issuance cost.

March 31, 2020 of $0.9 million.

Other Payables

On September 29, 2017, the Company purchased $95.0 million in face value of U.S. Treasury bills for settlement on October 3, 2017. On December 30, 2016, the Company purchased $40.0 million of U.S. Treasury bills for settlement on January 4, 2017. The associated payable was included in the Company’s condensed consolidated statements of assets and liabilities as of September 30, 2017 and December 31, 2016.

Note 7. Commitments and Contingencies

Commitments

As of September 30, 2017March 31, 2020 and December 31, 2016,2019, the Company’s unfunded commitments totaled approximately $158.2$209.0 million to 1117 portfolio companies and approximately $117.4$226.1 million to nine16 portfolio companies, respectively, of which $50.0$41.0 million and $60.0$59.3 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them. OfAs of March 31, 2020, of the approximately $158.2$209.0 million of unfunded commitments, as of September 30, 2017, approximately $31.0 million will expire in 2017, $97.2$173.0 million will expire during 2018,2020 and $30.0$36.0 million will expire during 2019, if not drawn prior to expiration.

2021.

The Company’s credit agreements contain customary lending provisions that allow it relief from funding obligations for previously made commitments in instances where the underlying company experiences materiallymaterial adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.
The Company generally expects more than 75% of its gross unfunded commitments to eventually be drawn before the expiration of their corresponding availability periods.

27


The tablestable below provideprovides the Company’s unfunded commitments by portfolio company as of September 30, 2017March 31, 2020 and December 31, 2016.

2019.

 

 

As of September 30, 2017

 

Unfunded Commitments for Growth Capital Loans (unless otherwise noted)*

(dollars in thousands)

 

Principal Balance

 

 

Fair Value of Unfunded Commitment Liability

 

Blue Bottle Coffee, Inc.

 

$

20,000

 

 

$

40

 

BlueVine Capital, Inc.

 

 

10,000

 

 

 

170

 

Eero, Inc.

 

 

5,000

 

 

 

 

MapR Technologies, Inc. (Equipment Lease)

 

 

2,956

 

 

 

8

 

Outfittery GMBH

 

 

2,376

 

 

 

148

 

PillPack, Inc.

 

 

30,000

 

 

 

200

 

Rent the Runway, Inc.

 

 

18,000

 

 

 

329

 

Ring, Inc.

 

 

30,000

 

 

 

 

Stance, Inc.

 

 

15,000

 

 

 

166

 

Varsity Tutors LLC

 

 

15,000

 

 

 

159

 

View, Inc. (Equipment Loan)

 

 

9,865

 

 

 

197

 

Total

 

$

158,197

 

 

$

1,417

 

______________

*Does not include $27.4 million backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below. 

 

 

As of December 31, 2016

 

Unfunded Commitments for Growth Capital Loans (unless otherwise noted)*

(dollars in thousands)

 

Principal Balance

 

 

Fair Value of Unfunded Commitment Liability

 

CrowdStrike, Inc.

 

$

5,000

 

 

$

81

 

Eero, Inc.

 

 

15,000

 

 

 

130

 

Farfetch UK Limited

 

 

5,000

 

 

 

53

 

FinancialForce.com, Inc.

 

 

15,000

 

 

 

94

 

Green Chef Corporation

 

 

10,000

 

 

 

173

 

MapR Technologies, Inc. (Equipment Lease)

 

 

4,352

 

 

 

12

 

Optoro, Inc.

 

 

25,000

 

 

 

40

 

Rent the Runway, Inc.

 

 

28,000

 

 

 

511

 

WorldRemit Ltd.

 

 

10,000

 

 

 

124

 

Total

 

$

117,352

 

 

$

1,218

 

  March 31, 2020 December 31, 2019
Unfunded Commitments(1)
(in thousands)
 Unfunded Commitments Fair Value of Unfunded Commitment Liability Unfunded Commitments Fair Value of Unfunded Commitment Liability
BlueVine Capital, Inc. $30,000
 $
 $30,000
 $
Capsule Corp. 30,000
 404
 10,000
 179
Cohesity, Inc. 30,000
 142
 
 
Hims, Inc. 25,000
 198
 25,000
 198
Curology, Inc. 15,000
 73
 15,000
 35
Freshly Inc. 15,000
 
 18,000
 168
Farmer's Business Network, Inc. 10,000
 59
 
 
OfferUp Inc. 10,000
 192
 20,000
 192
Signifyd, Inc. 10,000
 182
 10,000
 182
Transfix, Inc. 10,000
 194
 10,000
 194
Adjust GmbH 6,000
 120
 
 
Grove Collaborative, Inc. 5,333
 80
 21,750
 407
Pencil and Pixel, Inc. 5,000
 
 
 
Sonder USA, Inc. 3,000
 25
 8,333
 98
OneSource Virtual, Inc. 2,000
 
 5,000
 
Outfittery GMBH 1,650
 146
 
 
Mind Candy Limited 1,000
 
 
 
Toast, Inc. 
 
 35,000
 115
Moda Operandi, Inc. 
 
 10,000
 200
Nurx Inc. 
 
 5,000
 
Brooklinen, Inc. 
 
 3,000
 174
GoEuro Corp. 
 
 
 35
Total $208,983
 $1,815
 $226,083
 $2,177

______________

*Does not include $40.0 million backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below. 

_______________
(1)Does not include $1.1 million and $15.5 million backlog of potential future commitments as of March 31, 2020 and December 31, 2019, respectively. Refer to the “Backlog of Potential Future Commitments” below.

The tablestable above also provideprovides the fair value of the Company’s unfunded commitment liability totaling approximately $1.4$1.8 million and $1.2$2.2 million as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively. The fair value at the inception of the delay draw credit agreements is equal to the fees and warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments and is included in “Other accrued expenses and liabilities” in the Company’s condensed consolidated statements of assets and liabilities.

These liabilities are considered Level 3 liabilities under ASC Topic 820 as there is no known or accessible market or market indices for these types of financial instruments. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. The below table provides additional details regarding the Company’sCompany's unfunded commitmentscommitment activity during the three and nine months ended September 30, 2017March 31, 2020 and 2016.

2019.
Commitments Activity
(in thousands)
 For the Three Months Ended March 31,
 2020 2019
Activity during the period:    
New commitments(1)
 $102,573
 $190,960
Fundings (78,761) (89,517)
Expirations / Terminations (55,333) (41,000)
Foreign currency adjustments 21
 
Unfunded commitments at beginning of period(2)
 $226,083
 $294,306
Unfunded commitments at end of period(2)
 $208,983
 $379,749
     
Backlog of potential future commitments $1,100
 $
_______________
(1)Includes backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

28


(2)Does not include backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

Commitments Activity (dollars in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Activity during the period:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New commitments *

 

 

121,879

 

 

 

69,000

 

 

 

264,879

 

 

 

194,000

 

Fundings

 

 

(82,790

)

 

 

(15,000

)

 

 

(151,658

)

 

 

(93,805

)

Expirations / Terminations

 

 

 

 

 

(83,000

)

 

 

(85,000

)

 

 

(154,656

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unfunded commitments at beginning of period

 

$

146,484

 

 

$

164,500

 

 

$

117,352

 

**

$

189,961

 

Unfunded commitments at end of period **

 

$

158,197

 

 

$

115,500

 

 

$

158,197

 

 

$

115,500

 

Backlog of potential future commitments

 

$

27,376

 

 

$

20,000

 

 

$

67,374

 

 

$

20,000

 

______________

* Includes backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below. 

**Does not include backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.

The following table provides additional information on the Company’s unfunded commitments regarding milestones and expirations as of March 31, 2020 and types of loans.

December 31, 2019.

Unfunded Commitments*

(dollars in thousands)

 

As of September 30, 2017

 

 

As of December 31, 2016

 

Dependent on milestones

 

$

50,000

 

 

$

60,000

 

Expiring during:

 

 

 

 

 

 

 

 

2017

 

 

30,956

 

 

 

102,352

 

2018

 

 

97,241

 

 

 

10,000

 

2019

 

 

30,000

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

Growth capital loans

 

 

145,376

 

 

 

113,000

 

Equipment leases and loans

 

 

12,821

 

 

 

4,352

 

______________

*Does not include backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below. 

Unfunded Commitments(1)
(in thousands)
 March 31, 2020 December 31, 2019
Dependent on milestones $40,983
 $59,333
Expiring during:    
2020 $172,983
 $188,083
2021 36,000
 38,000
Unfunded Commitments $208,983
 $226,083
_______________
(1)Does not include backlog of potential future commitments. Refer to the “Backlog of Potential Future Commitments” below.
Backlog of Potential Future Commitments

The Company may enterentered into commitments with certain of its portfolio companies whichthat permit an increase in the commitment amount in the future in the event that certain conditions to make such increases are met.  If such conditions to increase the Company’s commitments are met, these amounts may become unfunded commitments, if not drawn prior to expiration.  As of September 30, 2017March 31, 2020 and December 31, 2016,2019, this backlog of potential future commitments totaled $27.4$1.1 million and $40.0$15.5 million, respectively.

29




Note 8. Financial Highlights

The financial highlights presented below are for the three and nine months ended September 30, 2017March 31, 2020 and 2016.

2019.

Financial Highlights

 

For the Three Months Ended September 30, or as of September 30,

 

 

For the Nine Months Ended September 30, or as of September 30,

 

(dollars in thousands, except per share data)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Per Share Data (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value at beginning of period

 

$

13.52

 

 

$

13.05

 

 

$

13.51

 

 

$

14.21

 

Changes in net asset value due to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share repurchases

 

 

 

 

 

0.04

 

 

 

 

 

 

0.07

 

Dividend reinvestment plan

 

 

 

 

 

 

 

 

 

 

 

(0.03

)

Net investment income

 

 

0.27

 

 

 

0.40

 

 

 

1.32

 

 

 

1.12

 

Net realized gains (losses) on investments

 

 

0.07

 

 

 

0.07

 

 

 

(0.15

)

 

 

(1.29

)

Net change in unrealized gains (losses) on investments

 

 

(0.04

)

 

 

0.24

 

 

 

(0.14

)

 

 

0.44

 

Net realized loss on extinguishment of debt

 

 

(0.07

)

 

 

 

 

 

(0.07

)

 

 

 

Distributions

 

 

(0.36

)

 

 

(0.36

)

 

 

(1.08

)

 

 

(1.08

)

Net asset value at end of period

 

$

13.39

 

 

$

13.44

 

 

$

13.39

 

 

$

13.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income per share

 

$

0.27

 

 

$

0.40

 

 

$

1.32

 

 

$

1.12

 

Net increase (decrease) in net assets resulting from operations per share

 

$

0.23

 

 

$

0.71

 

 

$

0.96

 

 

$

0.26

 

Weighted average shares of common stock outstanding for period

 

 

16,023

 

 

 

16,091

 

 

 

16,001

 

 

 

16,227

 

Shares of common stock outstanding at end of period

 

 

16,043

 

 

 

15,958

 

 

 

16,043

 

 

 

15,958

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios / Supplemental Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value at beginning of period

 

$

216,533

 

 

$

211,807

 

 

$

215,863

 

 

$

231,646

 

Net asset value at end of period

 

$

214,759

 

 

$

214,392

 

 

$

214,759

 

 

$

214,392

 

Average net asset value

 

$

215,730

 

 

$

210,740

 

 

$

215,763

 

 

$

220,869

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return based on net asset value per share (2)

 

 

1.9

%

 

 

6.6

%

 

 

7.7

%

 

 

5.1

%

Net asset value per share at beginning of period

 

$

13.52

 

 

$

13.05

 

 

$

13.51

 

 

$

14.21

 

Distributions per share during period

 

$

0.36

 

 

$

0.36

 

 

$

1.08

 

 

$

1.08

 

Net asset value per share at end of period

 

$

13.39

 

 

$

13.44

 

 

$

13.39

 

 

$

13.44

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total return based on stock price (3)

 

 

3.6

%

 

 

3.6

%

 

 

23.6

%

 

 

(1.5

)%

Stock price at beginning of period

 

$

13.31

 

 

$

10.59

 

 

$

11.78

 

 

$

11.96

 

Distributions per share during period

 

$

0.36

 

 

$

0.36

 

 

$

1.08

 

 

$

1.08

 

Stock price at end of period

 

$

13.40

 

 

$

10.60

 

 

$

13.40

 

 

$

10.60

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income to average net asset value (4)

 

 

8.0

%

 

 

12.3

%

 

 

13.1

%

 

 

11.0

%

Net increase (decrease) in net assets to average net asset value (4)

 

 

6.8

%

 

 

21.6

%

 

 

9.5

%

 

 

2.5

%

Ratio of expenses to average net asset value (4) (5)

 

 

11.1

%

 

 

11.3

%

 

 

12.0

%

 

 

9.0

%

Financial Highlights
(in thousands, except per share data)
 For the Three Months Ended March 31, or as of March 31,
 2020 2019
Per Share Data(1)
    
Net asset value at beginning of period $13.34
 $13.50
Changes in net asset value due to:    
Net investment income 0.41
 0.40
Net realized gains (losses) on investments (0.01) 
Net change in unrealized gains (losses) on investments (0.57) 0.05
Net increase (decrease) from capital share transactions(1)
 0.04
 
Distributions from net investment income (0.36) (0.36)
Net asset value at end of period $12.85
 $13.59
     
Net investment income per share $0.41
 $0.40
Net increase (decrease) in net assets resulting from operations per share $(0.17) $0.45
Weighted average shares of common stock outstanding for period 29,883
 24,782
Shares of common stock outstanding at end of period 30,746
 24,820
     
Ratios / Supplemental Data    
Net asset value at beginning of period $332,506
 $334,531
Net asset value at end of period $394,996
 $337,199
Average net asset value $404,355
 $337,414
Stock price at end of period $5.74
 $13.76
     
Total return based on net asset value per share(2)
 2.4 % 3.4%
Total return based on stock price(3)
 (57.1)% 29.8%
     
Net investment income to average net asset value(4)
 12.2 % 11.9%
Net increase (decrease) in net assets to average net asset value(4)
 (5.1)% 13.3%
Ratio of expenses to average net asset value(4)
 8.6 % 9.1%
Operating expenses excluding incentive fees to average net asset value(4)
 8.6 % 6.1%
Income incentive fees to average net asset value(4)
  % 3.0%
Capital gains incentive fees to average net asset value(4)
 0.0 % 0.0%

_______________

(1)

(1)All per share activity is calculated based on the weighted average shares outstanding for the relevant period, except net increase (decrease) in net assets from capital share transactions, which is based on the common shares outstanding as of the relevant balance sheet date.

(2)

(2)Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning NAV per share.

(3)

(3)Total return based on stock price is the change in the ending stock price of the Company’s common stock plus distributions paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning stock price of the Company’s common stock. The total return is for the period shown and is not annualized.

(4)

(4)Percentage is presented on an annualized basis.

(5)

Additional financial ratios are provided below:  

Ratios

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(Percentages, on an annualized basis)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Operating expenses excluding incentive fees to average net asset value

 

 

9.2

%

 

 

8.4

%

 

 

9.2

%

 

 

8.0

%

Income component of incentive fees to average net asset value

 

 

2.0

%

 

 

3.0

%

 

 

2.8

%

 

 

1.0

%

Capital gains component of incentive fees to average net asset value

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

The weighted average portfolio yield on total debt investments presented below is for the three and nine months ended September 30, 2017March 31, 2020 and 2016.

2019.
Ratios
(Percentages, on an annualized basis)(1)
 For the Three Months Ended March 31, or as of March 31,
 2020 2019
Weighted average portfolio yield on total debt investments(2)
 12.7% 16.5%
Coupon income 9.8% 10.7%
Accretion of discount 1.2% 0.9%
Accretion of end-of-term payments 1.7% 2.2%
Impact of prepayments during the period % 2.7%
_______________

(1)Weighted average portfolio yields on total debt investments for periods shown are the annualized rates of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period.

30


(2)The weighted average portfolio yields on total debt investments reflected above do not represent actual investment returns to the Company's stockholders.

Ratios

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(Percentages, on an annualized basis) (1)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Weighted average portfolio yield on debt investments

 

 

15.4

%

 

 

15.1

%

 

 

17.4

%

 

 

14.7

%

Coupon income

 

 

10.4

%

 

 

10.5

%

 

 

10.4

%

 

 

10.5

%

Accretion of discount

 

 

0.9

%

 

 

0.8

%

 

 

0.7

%

 

 

0.7

%

Accretion of end-of-term payments

 

 

2.2

%

 

 

2.4

%

 

 

1.9

%

 

 

2.6

%

Impact of prepayments during the period

 

 

1.9

%

 

 

1.4

%

 

 

4.4

%

 

 

0.9

%

_______________

(1)    Weighted average portfolio yields on debt investments for periods shown are the annualized rates of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period.

Note 9. Net Increase (Decrease) in Net Assets per Share

The following information sets forth the computation of basic and diluted earningsnet increase (decrease) in net assets per share for the three and nine months ended September 30, 2017March 31, 2020 and 2016.

2019.

Basic and Diluted Share Information

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(dollars in thousands, except per share data)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net investment income

 

$

4,367

 

 

$

6,495

 

 

$

21,117

 

 

$

18,181

 

Net increase in net assets resulting from operations

 

$

3,679

 

 

$

11,435

 

 

$

15,377

 

 

$

4,181

 

Basic and diluted weighted average shares of common stock outstanding

 

 

16,023

 

 

 

16,091

 

 

 

16,001

 

 

 

16,227

 

Basic and diluted net investment income per share of common stock

 

$

0.27

 

 

$

0.40

 

 

$

1.32

 

 

$

1.12

 

Basic and diluted net increase in net assets resulting from operations per share of common stock

 

$

0.23

 

 

$

0.71

 

 

$

0.96

 

 

$

0.26

 

Basic and Diluted Share Information
(in thousands, except per share data)
 For the Three Months Ended March 31,
 2020 2019
Net investment income $12,237
 $9,915
Net increase (decrease) in net assets resulting from operations $(5,118) $11,069
Basic and diluted weighted average shares of common stock outstanding 29,883
 24,782
Basic and diluted net investment income per share of common stock $0.41
 $0.40
Basic and diluted net increase (decrease) in net assets resulting from operations per share of common stock $(0.17) $0.45
Note 10.    Equity

Since inception through September 30, 2017,March 31, 2020, the Company has issued 16,494,68330,837,545 shares of common stock through an initial public offering and a concurrent private placement offering in 2014, a registered follow-on offering in 2015, a private placement offering in 2017, a registered follow-on offering and concurrent private placement offering in 2018, and a registered follow-on offering.offering in 2020. The Company received net proceeds from these offerings of approximately $237.5$432.9 million, net of the portion of the underwriting sales load and offering costs paid by the Company.

The Company has adopted a dividend reinvestment plan for its stockholders, which is an “opt out” dividend reinvestment plan. Under this plan, if the Company declares a cash distribution to stockholders, the amount of such distribution is automatically reinvested in additional shares of common stock unless a stockholder specifically “opts out” of the dividend reinvestment plan. If a stockholder opts out, that stockholder receives cash distributions.

Information on the proceeds raised along with any related underwriting sales load and associated offering expenses, and the price at which common stock was issued by the Company, during the ninethree months ended September 30, 2017March 31, 2020 and the year ended December 31, 20162019, is provided in the following tables.

Issuance of Common Stock for the Nine Months Ended September 30, 2017 (dollars in thousands, except per share data)

 

Date

 

Number of Shares of Common Stock Issued

 

 

Gross Proceeds Raised

 

 

Underwriting Sales Load

 

 

Offering Expenses

 

 

Gross Offering Price

First quarter 2017 distribution reinvestment

 

4/17/2017

 

 

21

 

 

 

271

 

 

 

 

 

 

 

 

$13.21 per share

Second quarter 2017 distribution reinvestment

 

6/16/2017

 

 

17

 

 

 

214

 

 

 

 

 

 

 

 

$12.73 per share

Third quarter 2017 distribution reinvestment

 

9/15/2017

 

 

25

 

 

 

314

 

 

 

 

 

 

 

 

$12.43 per share

Total issuance

 

 

 

 

63

 

 

$

799

 

 

$

 

 

$

 

 

 

Issuance of Common Stock for the Three Months Ended March 31, 2020 (in thousands, except per share data) Date 
Number of Shares of 
Common Stock Issued
 Gross Proceeds Raised Underwriting Sales Load Offering Expenses Gross Offering Price
Public follow-on 1/13/2020 5,000
 $70,400
 $2,150
 $218
 $14.08 per share
Public follow-on (over-allotment) 1/17/2020 750
 10,560
 323
 33
 $14.08 per share
First quarter 2020 distribution reinvestment 3/30/2020 73
 413
 
 
 $5.63 per share
Total issuance   5,823
 $81,373
 $2,473
 $251
  

Issuance of Common Stock for the Year Ended December 31, 2016 (dollars in thousands, except per share data)

 

Date

 

Number of Shares of Common Stock Issued

 

 

Gross Proceeds Raised

 

 

Underwriting Sales Load

 

 

Offering Expenses

 

 

Gross Offering Price

First quarter 2016 distribution reinvestment

 

4/15/2016

 

 

46

 

 

 

452

 

 

 

 

 

 

 

 

$9.80 per share

Second quarter 2016 distribution reinvestment

 

6/16/2016

 

 

69

 

 

 

691

 

 

 

 

 

 

 

 

$10.03 per share

Third quarter 2016 distribution reinvestment

 

9/16/2016

 

 

27

 

 

 

273

 

 

 

 

 

 

 

 

$10.29 per share

Fourth quarter 2016 distribution reinvestment

 

12/16/2016

 

 

23

 

 

 

271

 

 

 

 

 

 

 

 

$11.68 per share

Total issuance

 

 

 

 

165

 

 

$

1,687

 

 

$

 

 

$

 

 

 

Issuance of Common Stock for the Year Ended December 31, 2019 (in thousands, except per share data) Date 
Number of Shares of 
Common Stock Issued
 Gross Proceeds Raised Underwriting Sales Load Offering Expenses Gross Offering Price
First quarter 2019 distribution reinvestment 3/29/2019 40
 $519
 $
 $
 $13.07 per share
Second quarter 2019 distribution reinvestment 6/14/2019 39
 528
 
 
 $13.40 per share
Third quarter 2019 distribution reinvestment 9/16/2019 35
 555
 
 
 $15.68 per share
Fourth quarter 2019 distribution reinvestment 12/16/2019 28
 382
 
 
 $13.64 per share
Total issuance   142
 $1,984
 $
 $
  

During the fourth quarter of 2015, the Board authorized the repurchase of up to $25 million of its common stock at prices below the Company’s NAV per share as reported in its most recent financial statements. This repurchase program expired on October 31, 2017. There was no repurchase of common stock during the nine months ended September 30, 2017. The Company repurchased 485,986 shares of common stock for approximately $5.4 million during the year ended December 31, 2016.

31


Shares Repurchased for the Year Ended December 31, 2016 (dollars in thousands, except per share data)

 

Date

 

Number of Shares Repurchased

 

 

Approximate Dollar Value of Shares Repurchased

 

 

Average Price per Share

Shares Repurchased

 

5/12/2016 to 6/16/2016

 

 

190

 

 

$

2,002

 

 

$ 10.52 per share

Shares Repurchased

 

8/11/2016 to 8/29/2016

 

 

296

 

 

$

3,374

 

 

$ 11.41 per share

Total Shares Repurchased

 

 

 

 

486

 

 

$

5,376

 

 

 

The Company had 16,043,32230,746,131 and 15,980,76824,922,762 shares of common stock outstanding as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.

Note 11. Distributions

The Company has elected to be treated, and intends to comply with the requirements to continue to qualify annually, as a RIC under the Code, beginning with the Company’s taxable year ended December 31, 2014.Code. In order to maintain its ability to be subject to tax as a RIC, among other things, the Company is required to distribute at least 90% of its net ordinary income and net realized short-term capital gains in excess of its net realized long-term capital losses, if any, to its stockholders. Additionally, to avoid a nondeductible 4% U.S. federal excise tax on certain of the Company’s undistributed income, the Company must distribute during each calendar year an amount at least equal to the sum of: (a) 98% of the Company’s ordinary income (not taking into account any capital

gains or losses) for such calendar year; (b) 98.2% of the amount by which the Company’s capital gains exceed the Company’s capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by the Company to use its taxable year); and (c) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax.

For the tax years ended December 31, 20142019, 2018, 2017, 2015 and 2015,2014, the Company was subject to a 4% U.S. federal excise tax and the Company may be subject to this tax in future years. In such cases, the Company is liable for the tax only on the amount by which the Company does not meet the foregoing distribution requirement. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to stockholder dividends and distributions and other permanent book and tax differences are reclassified to paid-in capital.

The Company incurred a non-deductible U.S. federal excise tax of $259,000 for the year ended December 31, 2019.

The following table summarizes the Company’sCompany's cash distributions per share duringthat have been authorized by the nine months ended September 30, 2017,Board since the Company's initial public offering to March 31, 2020. From March 5, 2014 (commencement of operations) to December 31, 2015, and during the years ended December 31, 20162017 and December 31, 2015.

2018, distributions represent ordinary income as the Company's earnings exceeded distributions. Approximately $0.24 per share of the distributions during the year ended December 31, 2016 represented a return of capital. During the year ended December 31, 2019, distributions represent ordinary income and long term capital gains.

Period Ended

 

Date Announced

 

Record Date

 

Payment Date

 

Per Share Amount

 

September 30, 2017

 

August 8, 2017

 

August 31, 2017

 

September 15, 2017

 

$

0.36

 

June 30, 2017

 

May 9, 2017

 

May 31, 2017

 

June 16, 2017

 

$

0.36

 

March 31, 2017

 

March 13, 2017

 

March 31, 2017

 

April 17, 2017

 

$

0.36

 

December 31, 2016

 

November 7, 2016

 

November 30, 2016

 

December 16, 2016

 

$

0.36

 

September 30, 2016

 

August 8, 2016

 

August 31, 2016

 

September 16, 2016

 

$

0.36

 

June 30, 2016

 

May 9, 2016

 

May 31, 2016

 

June 16, 2016

 

$

0.36

 

March 31, 2016

 

March 14, 2016

 

March 31, 2016

 

April 15, 2016

 

$

0.36

 

December 31, 2015

 

November 10, 2015

 

November 30, 2015

 

December 16, 2015

 

$

0.36

 

September 30, 2015

 

August 11, 2015

 

August 31, 2015

 

September 16, 2015

 

$

0.36

 

June 30, 2015

 

May 6, 2015

 

May 29, 2015

 

June 16, 2015

 

$

0.36

 

March 31, 2015

 

March 16, 2015

 

March 26, 2015

 

April 16, 2015

 

$

0.36

 

Period Ended Date Announced Record Date Payment Date Per Share Amount
March 31, 2014 April 3, 2014 April 15, 2014 April 30, 2014 $0.09
(1) 
June 30, 2014 May 13, 2014 May 30, 2014 June 17, 2014 0.30
 
September 30, 2014 August 11, 2014 August 29, 2014 September 16, 2014 0.32
 
December 31, 2014 October 27, 2014 November 28, 2014 December 16, 2014 0.36
 
December 31, 2014 December 3, 2014 December 22, 2014 December 31, 2014 0.15
(2) 
March 31, 2015 March 16, 2015 March 26, 2015 April 16, 2015 0.36
 
June 30, 2015 May 6, 2015 May 29, 2015 June 16, 2015 0.36
 
September 30, 2015 August 11, 2015 August 31, 2015 September 16, 2015 0.36
 
December 31, 2015 November 10, 2015 November 30, 2015 December 16, 2015 0.36
 
March 31, 2016 March 14, 2016 March 31, 2016 April 15, 2016 0.36
 
June 30, 2016 May 9, 2016 May 31, 2016 June 16, 2016 0.36
 
September 30, 2016 August 8, 2016 August 31, 2016 September 16, 2016 0.36
 
December 31, 2016 November 7, 2016 November 30, 2016 December 16, 2016 0.36
 
March 31, 2017 March 13, 2017 March 31, 2017 April 17, 2017 0.36
 
June 30, 2017 May 9, 2017 May 31, 2017 June 16, 2017 0.36
 
September 30, 2017 August 8, 2017 August 31, 2017 September 15, 2017 0.36
 
December 31, 2017 November 6, 2017 November 17, 2017 December 1, 2017 0.36
 
March 31, 2018 March 12, 2018 March 23, 2018 April 6, 2018 0.36
 
June 30, 2018 May 2, 2018 May 31, 2018 June 15, 2018 0.36
 
September 30, 2018 August 1, 2018 August 31, 2018 September 14, 2018 0.36
 
December 31, 2018 October 31, 2018 November 30, 2018 December 14, 2018 0.36
 
December 31, 2018 December 6, 2018 December 20, 2018 December 28, 2018 0.10
(2) 
March 31, 2019 March 1, 2019 March 20, 2019 March 29, 2019 0.36
 
June 30, 2019 May 1, 2019 May 31, 2019 June 14, 2019 0.36
 
September 30, 2019 July 31, 2019 August 30, 2019 September 16, 2019 0.36
 
December 31, 2019 October 30, 2019 November 29, 2019 December 16, 2019 0.36
 
March 31, 2020 February 28, 2020 March 16, 2020 March 30, 2020 0.36
 
Total cash distributions       $8.88
 
_______________
(1)The amount of this initial distribution reflected a quarterly distribution rate of $0.30 per share, prorated for the 27 days for the period from the pricing of the Company’s initial public offering on March 5, 2014 through March 31, 2014.
(2)Represents a special distribution.
It is the Company’s intention to distribute all or substantially all of its taxable income earned over the course of the year; thus, no provision for income tax has been recorded in the Company’s condensedCompany's consolidated statements of operations during the three and nine months ended September 30, 2017March 31, 2020 and 2016, respectively.2019. However, the Company may choose not to distribute all of its taxable income for a number of reasons, including retaining excess taxable income for investment purposes and/or defer the payment of distributions associated with the excess taxable income for future calendar years. For the yearthree months ended DecemberMarch 31, 2016,2020, total distributions of $1.44$0.36 per share were declared and paid. Approximately $1.20 of the declared distribution represents a return of capital due to realized losses on debt investments. The remaining balance representspaid and represented a distribution of ordinary income.income as a result of the Company’s earnings and profits exceeding its distributions. As of December 31, 2019, the Company estimated it had undistributed 2019 taxable earnings of $7.3 million. Since March 5, 2014 (commencement of operations) to September 30, 2017,March 31, 2020, total distributions of $5.54$8.88 per share have been declared and paid.

32



Note 12. Subsequent Events

Distributions

Dividends
On November 6, 2017, the Company announced thatApril 30, 2020, the Board declared a $0.36 per share regular quarterly distribution, payable on December 1, 2017,June 30, 2020 to stockholders of record on November 17, 2017.

June 16, 2020.

Recent Portfolio Activity

From OctoberApril 1, 20172020 through November 6, 2017,May 5, 2020, the Company closed $5.4 million of additional debt commitments and funded $35.5$16.7 million in new investments. TPC’s direct originations platform entered into $10.0$46.5 million of additional non-binding signed term sheets with venture growth stage companies, subject to due diligence, definitive documentation and investment committee approval, as well as compliance with TPC’s allocation policy.

Private Placement

On October 25, 2017, From April 1, 2020 through May 5, 2020, the Company sold in a private placement transaction: (i) 1,594,007 sharesreceived $10.0 million of principal prepayments generating approximately $1.1 million of accelerated income.

Other Developments
In addition, subsequent to March 31, 2020, the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of the Company’s common stock at a priceportfolio companies and has adversely affected, and threatens to continue to adversely affect, the Company’s operations and the operations of $13.54 per share to certain investment funds managed by the Alternative Investments & Manager Selection GroupAdviser. Given the dynamic nature of Goldman Sachs Asset Management, L.P.this situation and (ii) 73,855 sharesthe fact that there may be developments outside of the Company’s common stockcontrol that require the Company or its portfolio companies to adjust plans of operation, the Company cannot reasonably estimate the full impact of COVID-19 on its financial condition, results of operations or cash flows in the future.
On May 6, 2020, the Company entered into an unsecured revolving loan agreement with the Adviser as the lender (the “Adviser Revolver”). The Adviser Revolver has a maximum credit limit of $50.0 million, with $25.0 million available at a priceclose and an accordion feature for an additional $25.0 million in commitments from the Adviser. Any advance of $13.65 per share to certainfunds under the Adviser Revolver, and any exercise of the accordion feature, must be approved by the Adviser in advance in its sole discretion. The Adviser Revolver expires on December 31, 2020, and borrowings thereunder bear an annual interest rate of 6.0%, payable quarterly. Any of the Company’s executive officers,obligations under the Adviser Revolver are unsecured and are expressly subordinated and junior in right of payment to all of the Company’s other indebtedness for total gross proceeds of approximately $22.6 million.

33


borrowed funds.


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

The information contained in this section should be read in conjunction with our condensed consolidated financial statements and related notes and schedules thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “the Company”, “we”, “us”, and “our” refer to TriplePoint Venture Growth BDC Corp. and its subsidiaries.

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about TriplePoint Venture Growth BDC Corp.,us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q include statements as to:

our and our portfolio companies’ future operating results;

results and financial condition, including the ability of us and our portfolio companies to achieve our respective objectives;

our business prospects and the prospects of our portfolio companies;

our relationships with third parties, including but not limited to lenders and venture capital investors;

investors, including other investors in our portfolio companies;

the impact and timing of our unfunded commitments;

the expected market for venture capital investments;

the performance of our existing portfolio and other investments we may make in the future;

the impact of investments that we expect to make;

actual and potential conflicts of interest with TriplePoint Capital LLC (“TPC”) and TPVG, TriplePoint Advisers LLC’sLLC (“Adviser”) and its senior investment team and Investment Committee;

our contractual arrangements and relationships with third parties;

the dependence of our future success on the general economyU.S. and its impact onglobal economies, including with respect to the industries in which we invest;

the ability of our portfolio companies to achieve their objectives;

our expected financings and investments;

the ability of our Adviser to attract, retain and have access to highly talented professionals, including our Adviser’s senior management team;

our ability to qualify and maintain our qualification as a RIC and as a BDC;

the adequacy of our available liquidity, cash resources and working capital;capital and

compliance with covenants under our borrowing arrangements; and

the timing of cash flows, if any, from the operations of our portfolio companies.

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

changes in laws and regulations, changes in political, economic or industry conditions, and changes in the interest rate environment or other conditions affecting the financial and capital markets, including with respect to changes resulting from or in response to, or potentially even the absence of changes as a result of, the impact of the Coronavirus (“COVID-19”) pandemic;

the length and duration of the COVID-19 outbreak in the United States as well as worldwide, and the magnitude of its impact and time required for economic recovery, including with respect to the impact of travel restrictions and other isolation and quarantine measures on the ability of the Adviser’s investment professionals to conduct in-person diligence on, and otherwise monitor, existing and future investments;

an economic downturn could impairand the time period required for robust economic recovery therefrom, including the current economic downturn as a result of the impact of the COVID-19 pandemic, which has already generally had a material impact on our portfolio companies’ ability toresults of operations and financial condition and will likely continue to operate,have a material impact on our portfolio companies’ results of operations and financial condition for its duration, which could lead to the loss of some or all of our investments in such portfolio companies;  

companies and have a material adverse effect on our results of operations and financial condition;

a contraction of available credit, an inability or unwillingness of our lenders to fund their commitments to us and/or an inability to access capital markets or additional sources of liquidity, including as a result of the equity marketsimpact and duration of the COVID-19 pandemic, could have a material adverse effect on our results of operations and financial condition and impair our lending and investment activities;


interest rate volatility could adversely affect our results, particularly whengiven that we elect to use leverage as part of our investment strategy;

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

risks associated with possible disruption in our or our portfolio companies’ operations due to wars and

other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics; and

the risks, uncertainties and other factors we identify in “Risk Factors” in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K under Part I, Item 1A, and in this Quarterly Report on Form 10-Q.

our other filings with the SEC that we make from time to time.

34


Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include, without limitation, our ability to originate new loans and investments, certain marginsborrowing costs and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described in “Risk Factors” in our Annual Report on Form 10-K under Part I, Item 1A. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q.

Overview

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act. We have elected to be treated, and intend to qualify annually, thereafter, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes beginning with our taxable year ending December 31, 2014.

purposes.

Our shares are currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “TPVG”. Our 5.75%The 2022 Notes due 2022 (the "2022 Notes") are currently listed on the NYSE under the symbol “TPVY”.

Our investment objective is

We were formed to maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by primarily lending with warrants to venture growth stage companies focused in technology, life sciences and other high growth industries which are backed by TPC’s select group of leading venture capital investors.

We serve as the primary financing source forexpand the venture growth stage business segment of TriplePoint Capital LLC’s globalTPC’s investment platform. TPC is widely recognized as a leading global financing provider devoted to serving venture capital-backed companies with creative, flexible and customized debt financing, equity capital and complementary services throughout their lifespan. TPC is located on Sand Hill Road in Silicon Valley and has a primary focus in technology, life sciences and other high growth industries.

Our investment objective is to maximize our total return to stockholders primarily in the form of current income and, to a lesser extent, capital appreciation by lending primarily with warrants to venture growth stage companies focused in technology, life sciences and other high growth industries backed by TPC’s select group of leading venture capital investors.
We commenced investment activities on March 5, 2014. In order to expedite the ramp-up of our investment activities and further our ability to meet our investment objectives, on March 5, 2014, we acquired our initial portfolio. On March 11, 2014, we completed our initial public offering and received $141.6 million of net proceeds in connection with the initial public offering and a concurrent private placement, net of the portion of the underwriting sales load and offering costs we paid. In 2015, we completed a follow-on public offering of our common stock raising approximately $95.9 million after offering costs.

Borrowings

In February 2014,October 2017, we entered intosold in a credit agreement with Deutsche Bank AG acting as administrative agentprivate placement transaction 1,594,007 shares of our common stock to certain investment funds managed by the Alternative Investments & Manager Selection Group of Goldman Sachs Asset Management, L.P. and a lender, and KeyBank National Association, Everbank Commercial Lender Finance, Inc., and AloStar Bank73,855 shares of Commerce, as other lenders, which provided us with a $150.0 million commitment, subjectour common stock to borrowing base requirements (the “Revolving Credit Facility”).certain of our executive officers, for total gross proceeds of $22.6 million. In August 2014, we amended the Revolving Credit Facility to increase the total commitments by $50.0 million to $200.0 million in aggregate. Effective as of a January 2016 amendment to the Credit Facility, borrowings under the Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including LIBOR and commercial paper rates, plus (ii) a margin of 3.0% during the Revolving Credit Facility’s revolving period. The revolving period under the amended Revolving Credit Facility expires on February 21, 2018, and the maturity date of the Revolving Credit Facility is February 21, 2019.

On August 4, 2015, we completed a public offering and a concurrent private placement offering of $50.0an aggregate 6,925,000 shares of our common stock, raising $94.6 million after offering costs. In January 2020, we completed follow-on public offering of an aggregate 5,750,000 shares of our common stock, raising $78.2 million after offering costs.

COVID-19 Developments
The COVID-19 pandemic, and the related effect on the U.S. and global economies, including the current economic downturn and the uncertainty associated with the timing and likelihood of economic recovery, has had adverse consequences for the business operations of some of our portfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of the Adviser.
While we have been monitoring, and continue to monitor, the COVID-19 pandemic and its impact on our and our portfolio companies’ business, we have continued to raise capital, maintain appropriate levels of available liquidity, support and monitor our existing portfolio companies, fund existing unfunded commitments, and selectively deploy capital in aggregate principalnew investment opportunities in venture growth stage companies. While we have not seen a material reduction in demand in the venture growth stage market, we do expect to see reduced originations in 2020, as compared to 2019 levels, as we and others, including potential venture growth stage portfolio companies, navigate the current challenging environment.
We have seen, and expect to continue to see, certain of our portfolio companies experience financial distress and, depending on the duration of the COVID-19 pandemic and the extent of its disruption to operations, expect that certain of our portfolio companies may default on their financial obligations to us and their other capital providers. Portfolio companies operating in certain industries may be more susceptible to these risks than other portfolio companies in other industries in light of the effects of the COVID-19 pandemic. Some of our portfolio companies have already taken steps to significantly reduce, modify, or alter business strategies and operations, and we expect that additional portfolio companies may take similar steps if subjected to prolonged and severe financial distress, which may impair their business on a permanent basis.

As of March 31, 2020, we are permitted under the 1940 Act, as a BDC, to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after such borrowing. In addition, the indenture governing the 2022 Notes contains certain covenants, including covenants (i) requiring our compliance with the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a) of the 1940 Act (after giving effect to any exemptive relief granted to us by the SEC); and (ii) if our asset coverage has been below the 1940 Act minimum asset coverage requirements (after giving effect to any exemptive relief granted to us by the SEC) for more than six consecutive months, prohibiting the declaration of any cash dividend or distribution on our common stock (except to the extent necessary for us to maintain our treatment as a RIC under Subchapter M of the Code), or purchasing any of our common stock, unless, at the time of the declaration of the dividend or distribution or the purchase, and after deducting the amount of our 6.75%such dividend, distribution, or purchase, we are in compliance with the 1940 Act asset coverage requirements (after giving effect to any exemptive relief granted to us by the SEC). The Credit Facility also includes certain covenants, including without limitation, a covenant requiring 150% asset coverage in accordance with the 1940 Act, and the Note Purchase Agreement governing the 2025 Notes due 2020 (the “2020 Notes”)contains certain covenants, including without limitation, a minimum asset coverage ratio of 150%, a minimum interest coverage ratio of 125%, and received net proceeds of $48.3 million aftera minimum stockholders’ equity threshold. Moreover, the payment of fees and offering costs. On September 2, 2015, we issued an additional $4.6 million in aggregate principal amount of our 2020 Notes and received net proceeds of approximately $4.5 million, after the paymentfixed rate of the underwriting sales load and offering costs,2025 Notes is subject to a 1.00% increase in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, which risk is increased as a result of the underwriters’ partial exercise of their option to purchase additional 2020 Notes. The interest on the 2020 Notes was payable quarterly on January 15, April 15, July 15 and October 15, beginning on October 15, 2015.

On July 14, 2017, we elected to exercise our option to redeem, in full, the 2020 Notes. On August 13, 2017, we redeemed allimpact of the issued and outstanding 2020 NotesCOVID-19 pandemic. See “Note 6. Borrowings” in an aggregate principal amountthe notes to consolidated financial statements for more information regarding the terms of $54.6 million and paid an aggregate accrued interest of approximately $0.3 million. The 2020 Notes have been delisted on the NYSE effective August 15, 2017.

On July 14, 2017, we completed a public offering of $65.0 million in aggregate principal amount of our newly issuedCredit Facility, the 2022 Notes, and receivedthe 2025 Notes.

As discussed below under “Results of Operations,” our net proceedsasset value per share as of approximately $62.8 million, afterMarch 31, 2020 decreased as compared to our net asset value per share as of December 31, 2019, in part due to the paymentaggregate unrealized depreciation of feesour investment portfolio caused by the immediate adverse economic effects of the COVID-19 pandemic and offering costs. On July 24, 2017,uncertainty regarding the extent and duration of its impact. Any continued significant increase in aggregate unrealized depreciation of our investment portfolio or further significant reductions in our net asset value as a result of the underwriters’ full exerciseeffects of their optionthe COVID-19 pandemic or otherwise increases the risk of failing to purchase additional 2022 Notes, we issued an additional $9.75 million in aggregate principal amount ofmeet the 1940 Act asset coverage requirements and breaching covenants under the Credit Facility, under the indenture governing the 2022 Notes, and received net proceedsunder the Note Purchase Agreement governing the 2025 Notes, or otherwise triggering an event of approximately $9.5 million, afterdefault under the paymentrelevant borrowing arrangement. Any such breach of feescovenant or event of default, if we are not able to obtain a waiver from the required lenders or debt holders, would have a material adverse effect on our business, liquidity, financial condition, results of operations and offering costs. The interestability to pay distributions to our stockholders. See “Risk Factors” in this Quarterly Report on Form 10-Q and “Risk Factors” in Part I of our Annual Report on Form 10‑K for the year ended December 31, 2019 for more information. As of March 31, 2020, we were in compliance with the asset coverage requirements under the 1940 Act, and we were not in breach of any covenants under the Credit Facility, under the indenture governing the 2022 Notes, is payable quarterlyor under the Note Purchase Agreement governing the 2025 Notes. We do not expect to breach any of these covenants in the near term assuming that conditions do not materially deteriorate further or for a prolonged period of time.
We will continue to monitor the rapidly evolving situation relating to the COVID-19 pandemic and related guidance from U.S. and international authorities, including federal, state and local public health authorities. Given the dynamic nature of this situation and the fact that there may be developments outside of our control that require us or our portfolio companies to adjust plans of operation, we cannot reasonably estimate the full impact of COVID-19 on January 15, April 15, July 15our financial condition, results of operations or cash flows in the future. However, it could have a material adverse impact for a prolonged period of time on our future net investment income, the fair value of our portfolio investments, and October 15, beginning October 15, 2017.  

35


the results of operations and financial condition of us and our portfolio companies. See “Risk Factors” in this Quarterly Report on Form 10-Q for more information.

Portfolio Composition, InvestmentInvestment Activity and Asset Quality

Portfolio Composition

We originate and invest primarily in venture growth stage companies. Companies at the venture growth stage have distinct characteristics differentiating them from venture capital-backed companies at other stages in their development lifecycle. We invest primarily in (i) growth capital loans that have a secured collateral position and that are generally used by venture growth stage companies to finance their continued expansion and growth, (ii) equipment financings, which may be structured as loans or leases, that have a secured collateral position on specified mission-critical equipment, (iii) on a select basis, revolving loans that have a secured collateral position and that are typically used by venture growth stage companies to advance against inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or the equivalent and (iv) direct equity investments in venture growth stage companies. In connection with our growth capital loans, equipment financings and revolving loans, we generally receive warrantswarrant investments that allow us to participate in any equity appreciation of our borrowers and enhance our overall investment returns.

As of September 30, 2017,March 31, 2020, we held 97had 209 investments in 41 companies and our four largest portfolio companies represented approximately 45.7% of our portfolio investments.70 companies. Our investments included 53118 debt investments, 3269 warrant investments, and twelve22 direct equity and related investments. As of September 30, 2017,March 31, 2020, the totalaggregate cost and fair value of these investments were approximately $309.2$737.7 million and approximately $311.1$713.2 million, respectively. As of September 30, 2017, oneMarch 31, 2020, three of our portfolio companies waswere publicly traded. As of September 30, 2017,March 31, 2020, the 53118 debt investments withhad an aggregate fair value of approximately $292.7$661.7 million hadand a weighted average loan to enterprise value ratio at the time of underwriting ratio of approximately 6.09%9.3%. Enterprise value of thea portfolio company is estimated based on information available, including any information regarding the most recent rounds of capital raised byequity funding, at the portfolio company.

time of origination.

As of December 31, 2016,2019, we held 99had 187 investments in 33 companies and our four largest portfolio companies represented approximately 38% of our portfolio investments.68 companies. Our investments included 63102 debt investments, 2964 warrant investments, and seven21 direct equity and related investments. As of December 31, 2016,2019, the totalaggregate cost and fair value of these investments were approximately $370.1$660.7 million and approximately $374.3$653.1 million, respectively. As of December 31, 2016, one2019, two of our portfolio companies waswere publicly traded. As of December 31, 2016,2019, the 63102 debt investments withhad an aggregate fair value of approximately $360.0$604.5 million hadand a weighted average loan to enterprise value ratio at the time of underwriting ratio of approximately 8.6%9.3%. Enterprise value of the borrowera portfolio company is estimated based on information available, including any information regarding the most recent rounds of borrower funding.

equity funding, at the time of origination.


The following tables provide information on the cost and fair value of our investments in companies along with the number of companies in our portfolio as of September 30, 2017March 31, 2020 and December 31, 2016.

2019.

 

 

As of September 30, 2017

 

 

Investments by Type

(dollars in thousands)

 

Cost

 

 

Fair Value

 

 

Net Unrealized Gains (losses)

 

 

Number of

Investments

 

 

Number of

Companies

 

 

Debt investments

 

$

294,739

 

 

$

292,683

 

 

$

(2,056

)

 

 

53

 

 

 

19

 

 

Warrants

 

 

8,377

 

 

 

10,741

 

 

 

2,364

 

 

 

32

 

 

 

32

 

 

Equity investments

 

 

6,103

 

 

 

7,712

 

 

 

1,609

 

 

 

12

 

 

 

9

 

 

Total Investments in Portfolio Companies

 

$

309,219

 

 

$

311,136

 

 

$

1,917

 

 

 

97

 

 

 

41

 

*

 

As of December 31, 2016

 

 

 March 31, 2020 

Investments by Type

(dollars in thousands)

 

Cost

 

 

Fair Value

 

 

Net Unrealized Gains (losses)

 

 

Number of

Investments

 

 

Number of

Companies

 

 

 Cost Fair Value Net Unrealized Gains (losses) 
Number of
Investments
 
Number of
Companies
 

Debt investments

 

$

359,059

 

 

$

360,007

 

 

$

948

 

 

 

63

 

 

19

 

 

 $705,570
 $661,750
 $(43,820) 118
 40
 

Warrants

 

 

8,034

 

 

 

8,238

 

 

 

204

 

 

 

29

 

 

29

 

 

Warrant investments 18,935
 22,501
 $3,566
 69
 60
 

Equity investments

 

 

3,023

 

 

 

6,066

 

 

 

3,043

 

 

 

7

 

 

6

 

 

 13,221
 28,904
 $15,683
 22
 21
 

Total Investments in Portfolio Companies

 

$

370,116

 

 

$

374,311

 

 

$

4,195

 

 

 

99

 

 

 

33

 

*

 $737,726
 $713,155
 $(24,571) 209
 70
(1) 

_______________

*

Represents non-duplicative number of companies.

(1)Represents non-duplicative number of companies.

36


  December 31, 2019 
Investments by Type
(dollars in thousands)
 Cost Fair Value Net Unrealized Gains (losses) 
Number of
Investments
 
Number of
Companies
 
Debt investments $630,724
 $604,518
 $(26,206) 102
 38
 
Warrant investments 18,150
 22,090
 $3,940
 64
 58
 
Equity investments 11,801
 26,521
 $14,720
 21
 20
 
Total Investments in Portfolio Companies $660,675
 $653,129
 $(7,546) 187
 68
(1) 
_______________
(1)Represents non-duplicative number of companies.
The following tables present the fair value of the portfolio of investments, by industry and the percentage of the total investment portfolio, as of September 30, 2017March 31, 2020 and December 31, 2016.2019.

  March 31, 2020
Investments in Portfolio Companies by Industry
(dollars in thousands)‍
 At Fair Value Percentage of Total Investments
Business Applications Software $83,413
 11.7%
Consumer Products and Services 49,620
 7.0
Financial Institution and Services 45,420
 6.4
Security Services 45,189
 6.3
E-Commerce - Clothing and Accessories 43,445
 6.1
Business to Business Marketplace 38,854
 5.4
E-Commerce - Personal Goods 37,187
 5.2
Network Systems Management Software 34,452
 4.8
Entertainment 32,924
 4.6
Household & Office Goods 29,779
 4.2
Real Estate Services 29,629
 4.2
Social/Platform Software 29,565
 4.1
Travel & Leisure 29,357
 4.1
Buildings and Property 29,073
 4.1
Shopping Facilitators 25,221
 3.5
Healthcare Technology Systems 21,846
 3.1
Other Financial Services 19,980
 2.8
Food & Drug 15,757
 2.2
Database Software 14,814
 2.1
Consumer Non-Durables 10,667
 1.5
Consumer Retail 10,158
 1.4
Human Resources/Recruitment 10,040
 1.4
Commercial Services 9,973
 1.4
Multimedia and Design Software 9,635
 1.4
Communications Software 2,000
 0.3
Restaurant / Food Service 1,593
 0.2
General Media and Content 1,415
 0.2
Building Materials/Construction Machinery 591
 0.1
Educational/Training Software 441
 0.1
Biofuels / Biomass 400
 0.1
Transportation 264
 *
Conferencing Equipment / Services 205
 *
Advertising / Marketing 148
 *
Wireless Communications Equipment 100
 *
Medical Software and Information Services 
 
Total portfolio company investments $713,155
 100.0%
_______________

 

 

As of September 30, 2017

 

 

Investments in Portfolio Companies by Industry

(dollars in thousands)‍

 

At Fair Value

 

 

Percentage of Total Investments

 

 

Business Applications Software

 

$

50,997

 

 

 

16.5

 

%

Financial Institution and Services

 

 

46,302

 

 

 

14.9

 

 

E-Commerce - Clothing and Accessories

 

 

42,260

 

 

 

13.6

 

 

Network Systems Management Software

 

 

31,163

 

 

 

10.0

 

 

Building Materials/Construction Machinery

 

 

30,478

 

 

 

9.8

 

 

Security Products

 

 

19,889

 

 

 

6.4

 

 

Wireless Communications Equipment

 

 

16,621

 

 

 

5.3

 

 

Security Services

 

 

14,238

 

 

 

4.6

 

 

Biofuels / Biomass

 

 

13,811

 

 

 

4.4

 

 

Database Software

 

 

11,751

 

 

 

3.8

 

 

Food & Beverage

 

 

10,135

 

 

 

3.3

 

 

Entertainment

 

 

7,608

 

 

 

2.4

 

 

Food & Drug

 

 

4,971

 

 

 

1.6

 

 

Restaurant / Food Service

 

 

2,636

 

 

 

0.8

 

 

Communications Software

 

 

2,000

 

 

 

0.6

 

 

E-Commerce - Personal Goods

 

 

1,715

 

 

 

0.6

 

 

General Media and Content

 

 

1,406

 

 

 

0.5

 

 

Household & Office Goods

 

 

1,000

 

 

 

0.3

 

 

Conferencing Equipment / Services

 

 

639

 

 

 

0.2

 

 

Software Development Tools

 

 

622

 

 

 

0.2

 

 

Travel and Leisure

 

 

256

 

 

 

0.1

 

 

Shopping Facilitators

 

 

250

 

 

 

0.1

 

 

Multimedia / Streaming Software

 

 

139

 

 

*

 

 

Advertising / Marketing

 

 

103

 

 

*

 

 

Medical Software and Information Services

 

 

74

 

 

*

 

 

Educational/Training Software

 

 

65

 

 

*

 

 

Business to Business Marketplace

 

 

7

 

 

*

 

 

Total portfolio company investments

 

$

311,136

 

 

 

100.0

 

%

  ______________

*

*Amount represents less than 0.05% of the total portfolio investments.



37


 

 

As of December 31, 2016

 

 

Investments in Portfolio Companies by Industry

(dollars in thousands)

 

At Fair Value

 

 

Percentage of Total Investments

 

 

Database Software

 

$

50,888

 

 

 

13.6

 

%

Business Applications Software

 

 

48,065

 

 

 

12.8

 

 

E-Commerce - Clothing and Accessories

 

 

45,969

 

 

 

12.3

 

 

Conferencing Equipment / Services

 

 

40,524

 

 

 

10.8

 

 

Security Services

 

 

34,122

 

 

 

9.1

 

 

Wireless Communications Equipment

 

 

29,422

 

 

 

7.9

 

 

Network Systems Management Software

 

 

27,947

 

 

 

7.5

 

 

Financial Institution and Services

 

 

25,122

 

 

 

6.7

 

 

E-Commerce - Personal Goods

 

 

22,076

 

 

 

5.9

 

 

Shopping Facilitators

 

 

20,838

 

 

 

5.6

 

 

Biofuels / Biomass

 

 

16,065

 

 

 

4.3

 

 

Entertainment

 

 

7,430

 

 

 

2.0

 

 

Restaurant / Food Service

 

 

3,146

 

 

 

0.8

 

 

General Media and Content

 

 

1,422

 

 

 

0.4

 

 

Software Development Tools

 

 

622

 

 

 

0.2

 

 

Travel and Leisure

 

 

298

 

 

 

0.1

 

 

Multimedia / Streaming Software

 

 

166

 

 

*

 

 

Advertising / Marketing

 

 

106

 

 

*

 

 

Medical Software and Information Services

 

 

74

 

 

*

 

 

Business to Business Marketplace

 

 

9

 

 

*

 

 

Total portfolio company investments

 

$

374,311

 

 

 

100.0

 

%

______________

  December 31, 2019
Investments in Portfolio Companies by Industry
(dollars in thousands)‍
 At Fair Value Percentage of Total Investments
Business Applications Software $74,937
 11.5%
Consumer Products and Services 50,664
 7.8
Financial Institution and Services 47,042
 7.2
Security Services 45,252
 6.9
E-Commerce - Clothing and Accessories 42,539
 6.5
Business to Business Marketplace 38,504
 5.9
Entertainment 34,346
 5.3
Network Systems Management Software 34,188
 5.2
Household & Office Goods 32,298
 4.9
Buildings and Property 30,459
 4.7
Social / Platform Software 30,248
 4.6
Real Estate Services 23,076
 3.5
Healthcare Technology Systems 21,410
 3.3
Other Financial Services 20,344
 3.1
Travel & Leisure 20,311
 3.1
Shopping Facilitators 15,745
 2.4
E-Commerce - Personal Goods 15,300
 2.3
Database Software 14,891
 2.3
Food & Drug 12,687
 1.9
Consumer Non-Durables 10,626
 1.6
Consumer Retail 10,158
 1.6
Commercial Services 9,998
 1.5
Human Resources/Recruitment 9,975
 1.5
Communications Software 2,000
 0.3
Biofuels / Biomass 1,797
 0.3
Restaurant / Food Service 1,593
 0.2
General Media and Content 1,073
 0.2
Building Materials / Construction Machinery 500
 0.1
Educational / Training Software 434
 0.1
Conferencing Equipment / Services 205
 *
Transportation 193
 *
Wireless Communications Equipment 188
 *
Advertising / Marketing 148
 *
Medical Software and Information Services 
 
Total portfolio company investments $653,129
 100.0%
_______________

*

*Amount represents less than 0.05% of the total portfolio investments.

The following tables presenttable presents the financing product type of our debt investments as of September 30, 2017March 31, 2020 and December 31, 2016.

2019.

 

 

As of September 30, 2017

 

 

Debt Investments By Financing Product

(dollars in thousands)

 

Fair Value

 

 

Percentage of Total Debt Investments

 

 

Growth capital loans

 

$

248,128

 

 

 

84.8

 

%

Equipment leases

 

 

11,697

 

 

 

4.0

 

 

Equipment loans

 

 

31,720

 

 

 

10.8

 

 

Convertible notes

 

 

1,138

 

 

 

0.4

 

 

Total debt investments

 

$

292,683

 

 

 

100.0

 

%

 

As of December 31, 2016

 

 

 March 31, 2020 December 31, 2019

Debt Investments By Financing Product

(dollars in thousands)

 

Fair Value

 

 

Percentage of Total Debt Investments

 

 

 Fair Value Percentage of Total Debt Investments Fair Value Percentage of Total Debt Investments

Growth capital loans

 

$

341,006

 

 

 

94.7

 

%

 $655,883
 99.1% $599,030
 99.1%

Equipment leases

 

 

15,303

 

 

 

4.3

 

 

Equipment loans

 

 

3,698

 

 

 

1.0

 

 

Revolver loans 5,867
 0.9
 5,488
 0.9

Total debt investments

 

$

360,007

 

 

 

100.0

 

%

 $661,750
 100.0% $604,518
 100.0%

Growth capital loans in which the borrower held a term loan facility, with or without an accompanying revolving loan, in priority to our senior lien represent approximately 17.3% and 18.7% of the debt investments at fair value as of September 30, 2017 and December 31, 2016, respectively.

38


Investment Activity

During the three months ended September 30, 2017,March 31, 2020, we entered into commitments with three new portfolio companies and onefour existing portfolio companycompanies totaling $121.9$102.6 million, funded twelve17 debt investments for approximately $82.8$78.8 million in principal value, acquired warrantswarrant investments representing approximately $1.5$1.1 million of value and made $0.3 million of equity investments and sold equity in one company forof $1.4 million.

During the ninethree months ended September 30, 2017,March 31, 2019, we entered into commitments with eightfive new portfolio companies and threefour existing portfolio companies totaling $264.9$191.0 million, funded twenty-fourthirteen debt investments for approximately $151.7$89.5 million in principal value, acquired warrantswarrant investments representing approximately $3.0$1.8 million of value and made $3.7 millionan equity investment of equity and related investments and sold equity in one company for $1.4$0.5 million.

During the three months ended September 30, 2016,March 31, 2020, we entered into commitments with one new portfolio company and five existing portfolio companies totaling $69.0 million, funded three debt investments for approximately $15.0 million in principal value and acquired warrants representing approximately $0.3received $1.0 million of valuedebt prepayments and made $0.2$5.8 million of equityscheduled amortization and related investments. During the nine months ended September 30, 2016, we entered into commitments with six new portfolio companies and five existing portfolio companies totaling $194.0 million, funded seventeen debt investments for approximately $93.8 million in principal value, acquired warrants representing approximately $1.7 million of value and made $0.2 million of equity and related investments.

repayments.

During the three months ended September 30, 2017,March 31, 2019, we received $21.8$57.6 million of debt prepayments from twothree portfolio companies. During the nine months ended September 30, 2017,companies and one portfolio company repaid at maturity its outstanding growth capital loansloan of approximately $22.5 million and seven portfolio companies prepaid prior to maturity all their outstanding growth capital loans of approximately $182.0 million.

During the three months ended September 30, 2016, one of our portfolio companies fully prepaid its outstanding principal of approximately $10.0 million. During the nine months ended September 30, 2016, three of our portfolio companies fully prepaid their outstanding principal of approximately $34.8 million and one of our portfolio companies made a partial prepayment of $5.0 million.

Total

The following table presents the total portfolio investment activity for the three and nine months ended September 30, 2017March 31, 2020 and September 30, 2016 was as follows:

2019:

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(dollars in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Beginning portfolio at fair value

 

$

253,804

 

 

$

299,649

 

 

$

374,311

 

 

$

271,717

 

New debt investments

 

 

79,996

 

 

 

14,659

 

 

 

146,485

 

 

 

91,932

 

Principal payments from debt investments

 

 

(3,136

)

 

 

(1,650

)

 

 

(7,796

)

 

 

(5,768

)

Early principal prepayments and repayments

 

 

(21,750

)

 

 

(10,000

)

 

 

(204,524

)

 

 

(41,115

)

Accretion of debt investment fees

 

 

775

 

 

 

2,296

 

 

 

637

 

 

 

4,821

 

Payment-in-kind coupon

 

 

611

 

 

 

316

 

 

 

1,501

 

 

 

1,284

 

New warrants

 

 

1,538

 

 

 

334

 

 

 

2,939

 

 

 

1,677

 

New equity investments

 

 

304

 

 

 

196

 

 

 

3,703

 

 

 

196

 

Proceeds from the sale of investments

 

 

(1,417

)

 

 

(1,885

)

 

 

(1,491

)

 

 

(1,892

)

Net realized (losses) on investments

 

 

1,044

 

 

 

1,081

 

 

 

(2,351

)

 

 

(20,906

)

Net change in unrealized gains (losses) on investments

 

 

(633

)

 

 

3,861

 

 

 

(2,278

)

 

 

6,911

 

Ending portfolio at fair value

 

$

311,136

 

 

$

308,857

 

 

$

311,136

 

 

$

308,857

 

  For the Three Months Ended March 31,
(in thousands) 2020 2019
Beginning portfolio at fair value $653,129
 $433,417
New debt investments, net(1)
 77,025
 87,639
Scheduled principal payments from debt investments (5,813) (12,960)
Early principal payments, repayments and recoveries (1,000) (57,553)
Accretion of debt investment fees 3,782
 3,235
Payment-in-kind coupon 852
 771
New warrant investments 1,074
 1,814
New equity investments 1,420
 500
Proceeds and dispositions of investments 
 (322)
Net realized gains (losses) (289) (29)
Net unrealized gains (losses) on investments (17,025) 1,183
Ending portfolio at fair value $713,155
 $457,695

_______________

(1)Debt balance is net of fees and discounts applied to the loan at origination.
As of September 30, 2017,March 31, 2020, our unfunded commitments to eleven portfolio17 companies totaled approximately $158.2 million. As of December 31, 2016, our unfunded commitments to nine portfolio companies totaled approximately $117.4$209.0 million. During the three months ended September 30, 2017, $0 in unfunded commitments expired or were terminated and approximately $82.8 million were funded. During the nine months ended September 30, 2017, $85.0March 31, 2020, $55.3 million in unfunded commitments expired or were terminated and approximately $151.7terminated.
As of December 31, 2019, our unfunded commitments to 16 companies totaled $226.1 million. During the year ended December 31, 2019, $167.1 million in unfunded commitments expired or were funded.

39


terminated.

The following table provides additional information on our unfunded commitments regarding milestones, expirations, and types of loans.loans as of March 31, 2020 and December 31, 2019.
Unfunded Commitments(1)
(in thousands)
 March 31, 2020 December 31, 2019
Dependent on milestones $40,983
 $59,333
Expiring during:    
2020 172,983
 188,083
2021 36,000
 38,000
Total $208,983
 $226,083
_______________

Unfunded Commitments*

(dollars in thousands)

 

As of September 30, 2017

 

 

As of December 31, 2016

 

Dependent on milestones

 

$

50,000

 

 

$

60,000

 

Expiring during:

 

 

 

 

 

 

 

 

2017

 

 

30,956

 

 

 

102,352

 

2018

 

 

97,241

 

 

 

10,000

 

2019

 

 

30,000

 

 

 

5,000

 

 

 

 

 

 

 

 

 

 

Growth capital loans

 

 

145,376

 

 

 

113,000

 

Equipment leases and loans

 

 

12,821

 

 

 

4,352

 

_______________

* (1)Does not include backlog of potential future commitments.

Our credit agreements with our portfolio companies contain customary lending provisions whichthat allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materiallymaterial adverse events that affect the financial condition or business outlook for the company. Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for the Company.us. We generally expect more than50% - 75% of our gross unfunded commitments to eventually be drawn before the expiration of their corresponding availability periods.

The fair value at the inception of the delay draw credit agreements with our portfolio companies is equal to the fees and/or warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments. As of September 30, 2017,March 31, 2020 and December 31, 2016,2019, the fair value for these unfunded commitments totaled approximately $1.4$1.8 million and $1.2$2.2 million, respectively, and was included in “other accrued expenses and liabilities” in our condensed consolidated statements of assets and liabilities.

Our level of investment activity can vary substantially from period to period as our Adviser chooses to slow or accelerate new business originations depending on market conditions, rate of investment of TPC’s select group of leading venture capital investors, our Adviser’s knowledge, expertise and experience, our funding capacity (including availability under the Revolving Credit Facility and our ability or inability to raise equity or debt capital), and other market dynamics.


The following table shows the debt commitments, fundings of debt investments (principal balance) and equity investments and non-binding term sheet activity for the three and nine months ended September 30, 2017March 31, 2020 and 2016.

2019.

Commitments and Fundings

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(dollars in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Commitments and Fundings
(in thousands)
 For the Three Months Ended March 31,
2020 2019

Debt Commitments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

New portfolio companies

 

$

106,879

 

 

$

15,000

 

 

$

242,879

 

 

$

140,000

 

 $65,000
 $130,000

Existing portfolio companies

 

 

15,000

 

 

 

54,000

 

 

 

22,000

 

 

 

54,000

 

 37,573
 60,690

Total *

 

$

121,879

 

 

$

69,000

 

 

$

264,879

 

 

$

194,000

 

Total(1)
 $102,573
 $190,690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Funded Debt Investments

 

$

82,790

 

 

$

15,000

 

 

$

151,658

 

 

$

93,805

 

 $78,761
 $89,517

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Equity Investments

 

$

303

 

 

$

195

 

 

$

3,703

 

 

$

195

 

 $1,420
 $500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Non-Binding Term Sheets

 

$

267,000

 

 

$

89,000

 

 

$

459,718

 

 

$

197,000

 

 $79,530
 $250,023

_______________

*

(1)Includes backlog of potential future commitments.

We may enter into commitments with certain portfolio companies whichthat permit an increase in the commitment amount in the future in the event that conditions to such increases are met.met (“backlog of potential future commitments”). If such conditions to increase are met, these amounts may become unfunded commitments if not drawn prior to expiration. As of September 30, 2017March 31, 2020 and December 31, 2016,2019, this backlog of potential future commitments totaled $27.4$1.1 million and $40.0$15.5 million, respectively.

40


Payables

On September 30, 2017, we acquired $95.0 million in face value of U.S. Treasury bills which were sold on October 3, 2017. On December 30, 2016, we acquired $40.0 million in face value of U.S. Treasury bills which were sold on January 4, 2017. The purchase and sale of U.S. Treasury bills were done to efficiently meet certain diversification tests.

Asset Quality

Consistent with TPC’s existing policies, our Adviser maintains a credit watch list withwhich places borrowers placed into five groupsrisk categories based on our Adviser’s senior investment team’s judgment, where 1 is the highest rating and all new loans are generally assigned a rating of 2.

Category

Category Definition

Action Item

Category

Category DefinitionAction Item
Clear (1)

Performing above expectations and/or strong financial or enterprise profile, value or coverage.

Review quarterly.

White (2)

Performing at expectations and/or reasonably close to it. Reasonable financial or enterprise profile, value or coverage. AllGenerally, all new loans are initially graded White.

Contact portfolio company regularlyperiodically in no event less than quarterly.

Yellow (3)

Performing generally below expectations and/or some proactive concern. Adequate financial or enterprise profile, value or coverage.

Contact portfolio company monthly or more frequently as determined by our Adviser’s Investment Committee; contact venture capital investors.

Orange (4)

Needs close attention due to performance materially below expectations, weak financial and/or enterprise profile, concern regarding additional capital or exit equivalent.

Contact portfolio company weekly or more frequently as determined by our Adviser’s Investment Committee; contact venture capital investors regularly; our Adviser forms a workout group to minimize risk of loss.

Red (5)

Serious concern/trouble due to pending or actual default or equivalent. May experience partial and/or full loss.

Maximize value from assets.

As of September 30, 2017 and December 31, 2016, the weighted average investment ranking of our debt investment portfolio was 2.02 and 1.85, respectively. During the three months ended September 30, 2017, there were four changes within the credit categories. Two portfolio companies, Blue Bottle Coffee, Inc., with a principal balance of $10.0 million, and Forgerock, Inc., with a principal balance of $13.1 million, were upgraded from White (2) to Clear (1). Two portfolio companies, Harvest Power, Inc., with a principal balance $13.2 million, and Munchery, Inc., with a principal balance of $2.6 million, were downgraded from White (2) to Yellow (3).  

The following table shows the credit rankings for the portfolio companies that had outstanding debt obligations to us as of September 30, 2017March 31, 2020 and December 31, 2016.

2019.

 

 

As of September 30, 2017

 

Credit Category

(dollars in thousands)

 

Fair Value

 

 

Percentage of Total Debt Investments

 

 

Number of Portfolio Companies

 

Clear (1)

 

$

65,602

 

 

 

22.4

 

%

 

4

 

White (2)

 

 

167,332

 

 

 

57.2

 

 

 

10

 

Yellow (3)

 

 

47,210

 

 

 

16.1

 

 

 

3

 

Orange (4)

 

 

12,539

 

 

 

4.3

 

 

 

2

 

Red (5)

 

 

 

 

 

 

 

 

 

 

 

$

292,683

 

 

 

100.0

 

%

 

19

 

 

As of December 31, 2016

 

 March 31, 2020 December 31, 2019

Credit Category

(dollars in thousands)

 

Fair Value

 

 

Percentage of Total Debt Investments

 

 

Number of Portfolio Companies

 

 Fair Value Percentage of Total Debt Investments Number of Portfolio Companies Fair Value Percentage of Total Debt Investments Number of Portfolio Companies

Clear (1)

 

$

129,878

 

 

 

36.1

 

%

 

4

 

 $131,840
 19.9% 10 $121,866
 20.2% 8

White (2)

 

 

166,908

 

 

 

46.4

 

 

 

11

 

 421,008
 63.6
 22 425,016
 70.3
 23

Yellow (3)

 

 

51,014

 

 

 

14.2

 

 

 

2

 

 88,409
 13.4
 4 31,103
 5.1
 3

Orange (4)

 

 

12,207

 

 

 

3.3

 

 

 

2

 

 18,400
 2.8
 1 22,956
 3.8
 1

Red (5)

 

 

 

 

 

 

 

 

 

 2,093
 0.3
 3 3,577
 0.6
 3

 

$

360,007

 

 

 

100.0

 

%

 

19

 

 $661,750
 100.0% 40 $604,518
 100.0% 38

41


As of March 31, 2020 and December 31, 2019, the weighted average investment ranking of our debt investment portfolio was 2.00 and 1.94, respectively. During the three months ended March 31, 2020, portfolio company credit category changes, excluding fundings and repayments, consisted of the following: two portfolio companies with a combined principal balance of $11.0 million were upgraded from White (2) to Clear (1); two portfolio companies with a combined principal balance of $20.0 million were upgraded from Yellow (3) to White (2); and three portfolio companies with a combined principal balance of $80.4 million were downgraded from White (2) to Yellow (3).

Results of Operations

Operating

Comparison of operating results for the three and nine months ended September 30, 2017 compared toMarch 31, 2020 and 2019
An important measure of our financial performance is net increase (decrease) in net assets resulting from operations, which includes net investment income (loss), net realized gains (losses) and net unrealized gains (losses). Net investment income (loss) is the threedifference between our income from interest, dividends, fees and nine months ended September 30, 2016.

other investment income and our operating expenses including interest on borrowed funds. Net realized gains (losses) on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost. Net unrealized gains (losses) on investments is the net change in the fair value of our investment portfolio.

For the three months ended September 30, 2017,March 31, 2020, our net increasedecrease in net assets resulting from operations was approximately $3.7$5.1 million, which was comprised of approximately $4.4$12.2 million of net investment income and approximately $0.7$17.4 million of net realized and unrealized losses. On a per share basis for the three months ended March 31, 2020, net investment income was $0.27$0.41 per share and the net increasedecrease in net assets from operations was $0.23$0.17 per share.

For the three months ended September 30, 2016,March 31, 2019, our net increase in net assets resulting from operations was approximately $11.4$11.1 million, which was comprised of approximately $6.5$9.9 million of net investment income and approximately $4.9$1.2 million of net realized and unrealized gains. On a per share basis for the three months ended March 31, 2019, net investment income was $0.40 per share and the net increase in net assets from operations was $0.71$0.45 per share.

Investment Income
For the ninethree months ended September 30, 2017, our net increase in net assets resulting from operations was approximately $15.4 million, which was comprised of approximately $21.1 million of net investment income and approximately $5.7 million of net realized and unrealized losses. On a per share basis for the nine months ended September 30, 2017, netMarch 31, 2020, total investment income was $1.32 per share and$20.8 million as compared to $17.5 million for the netthree months ended March 31, 2020. The increase in net assets from operations was $0.96 per share.

For the nine months ended September 30, 2016, our net increase in net assets resulting from operations was approximately $4.2 million, which was comprised of approximately $18.2 million of net investment income and approximately $14.0 million of net realized and unrealized losses. On a per share basis for the nine months ended September 30, 2016, net investment income was $1.12 per share and the net increase in net assets from operations was $0.26 per share.

Investment Income

Totaltotal investment income for the three months ended September 30, 2017 was approximately $10.4 million as compared to approximately $12.5 million for the three months ended September 30, 2016. Total investment income for the nine months ended September 30, 2017 was approximately $40.4 million as compared to approximately $33.0 million for the nine months ended September 30, 2016.

The decrease in investment and other income for the three-month period ended September 30, 2017March 31, 2020, compared to the comparable period of 2016 of $2.1 million2019, is primarily due to lower amounts of unfunded commitments expiring unutilized between corresponding periods. Thehigher weighted average principal outstanding on our income-bearing debt investments and an increase in investment andthe acceleration of unamortized fees, partially offset from lower other income for the nine-month period ended September 30, 2017 compared to the comparable period of 2016 of $7.4 million is primarily relateddue to prepayment and other income related to higher prepayment activity between periods.  

activity.

For the three months ended September 30, 2017,March 31, 2020, we recognized approximately $0.1$0.6 million in other income, consisting primarily of $0.5 million from the realizationtermination or expiration of certain fees paid by portfolio companies and other income related to prepayment activity.unfunded commitments. For the three months ended September 30, 2016,March 31, 2019, we recognized approximately $1.3$0.3 million in other income consisting of approximately $1.1$0.1 million due tofrom the termination or expiration of unfunded commitments, and approximately $0.2 million from the realization of certain fees paid by portfolio companies and other income.

For the nine months ended September 30, 2017, we recognized approximately $1.3 million in other income consisting of approximately $0.4 million due to the termination or expiration of unfunded commitments and approximately $0.9 million from the realization of certain fees paid by portfolio companies and other income related to prepayment activity. For the nine months ended September 30, 2016, we recognized approximately $1.8 million in other income consisting of approximately $1.6 million due to the termination or expiration of unfunded commitments and approximately $0.2 million from the realization of certain fees paid by portfolio companies and other income.

42


Operating Expenses

Total operating expenses consistsconsist of base management andfee, income incentive fees,fee, capital gains incentive fee, interest expense and amortization of fees, administration agreement expenses, and general and administrative expenses and is summarized in the statement of operations.expenses. In determining the base management fee, our Adviser has agreed to exclude the U.S. Treasury bill assets acquired at the end of theeach applicable quarters in 2017 and 2016 inquarter from the calculation of the gross assets. We anticipate operating expenses will increase over time as our portfolio continues to grow. However, we anticipate operating expenses, as a percentage of totals assets and net assets, will generally decrease over time as our portfolio and capital base expand. We expect base management and income incentive fees will increase as we grow our asset base and our earnings. CapitalThe capital gains incentive fee will depend on realized and unrealized gains and losses. Interest expenseexpenses will generally increase as we utilize more of the Revolving Credit Facility and issue additional debt securities, and we generally expect expenses perunder the administration agreement and general and administrative expenses willto increase over time to meet the additional requirements associated with servicing a larger portfolio.

Total operating expenses for

For the three months ended September 30, 2017 was approximately $6.1March 31, 2020, total operating expenses were $8.6 million as compared to approximately $6.0$7.6 million for the three months ended September 30, 2016. Total operating expenses for the nine months ended September 30, 2017 was approximately $19.3 million as compared to approximately $14.8 million for the nine months ended September 30, 2016.

March 31, 2019.

Base management feefees totaled approximately $1.6$2.8 million and $1.4$1.8 million for the three months ended September 30, 2017March 31, 2020 and 2016, respectively and $4.8 million and $4.1 million during the nine months ended September 30, 2017 and 2016,2019, respectively. Base management feefees for the three and nine months ended September 30, 2017,March 31, 2020, as compared to September 30, 2016,the three months ended March 31, 2019, increased primarily due to an increase in the average size of our portfolio between periods.

Income incentive fee totaled approximately $1.0 million and $1.6 million for

For the three months ended September 30, 2017 and 2016, respectively and $4.5 million and $1.6 million during the nine months ended September 30, 2017 and 2016, respectively. The decrease in income based fees for the three-month period ended September 30, 2017 from the comparable period in 2016 was primarily due to lower investment income due to less principal outstanding on our investment portfolio from prepayment activity between periods. The increase in income based fees for the nine-month period ended September 30, 2017 from the comparable period in 2016 is primarily related to the total return provision. For the nine months ended September 30, 2017,March 31, 2020, our income incentive fee was reduced by $0.6$2.4 million due to the total return requirement under the income component of our incentive fee structure, which resulted in a corresponding increase of approximately $0.6$2.4 million of reduced expense and equivalent additionalin net income, or $0.04 per share, to stockholders. Forinvestment income. Income incentive fees totaled $2.5 million for the ninethree months ended September 30, 2016, our income incentive fee was reduced by $2.0 million due to the total return requirement under the income component of our incentive fee structure, which resulted in approximately $2.0 million of reduced expense and equivalent additional net income, or $0.12 per share, to stockholders.

March 31, 2019.

There was no capital gains incentive fee expense calculated for either of the three or nine month periodsmonths ended September 30, 2017 or 2016.

InterestMarch 31, 2020 and 2019.

For the three months ended March 31, 2020 and 2019, interest and fees on our borrowings totaled approximately $2.3$4.2 million and $2.0$2.2 million, respectively. Interest and fee expenses for the three months ended September 30, 2017 and 2016, respectively and $6.9 million and $5.7 million during the nine months ended September 30, 2017 and 2016, respectively. Interest and fee expense for the three and nine months ended September 30, 2017,March 31, 2020, as compared to September 30, 2016,the three months ended March 31, 2019, increased due to a higher weighted average outstanding principal balance outstanding due toon borrowings, and the issuance of our 2022the 2025 Notes, and higher usage on our Revolving Credit Facility.

offset by a decrease in benchmark interest rates.

Administration agreement and general and administrative expenses totaled approximately $1.1$1.7 million and $1.0$1.1 million for the three months ended September 30, 2017March 31, 2020 and 2016, respectively, and $3.1 million and $3.4 million during the nine months ended September 30, 2017 and 2016,2019, respectively. The increase for the three months ended September 30, 2017,March 31, 2020, as compared to September 30, 2016the three months ended March 31, 2019, was primarily due to higher professional services. The decrease for the nine months ended September 30, 2017, as compared to September 30, 2016 was primarily due to lower overhead allocation costsbetween periods and lower valuation and legalincreased use of professional services.

43


Net Realized Gains and Losses and Net Unrealized Gains and Losses

Realized gains and losses are included as a component of net realized gains (losses) on investments in the consolidated statements of operations.

During the three months ended September 30, 2017, we recognized net realized gains from the sale of investments of $1.0 million, consisting entirely of realized gains from the sale of 60,000 shares of Nutanix, Inc., a publicly traded company. During the same period, we elected to exercise our option to redeem, in full, ourMarch 31, 2020, Notes at par plus accrued and unpaid interest which resulted in a realized loss on debt extinguishment of approximately $1.1 million.  

During the nine months ended September 30, 2017, we recognized net realized losses from the sale ofon investments of approximately $2.4$0.3 million, consistingprimarily as a result of gross realized gainsthe termination of $1.0 million from the sale of equitywarrants in one portfolio company, offset by gross realized losses of $3.4 million, of which $2.8 million consisted of warrant and equity losses related to the acquisition of 4 portfolio companies and $0.6 million related to the reversal of accrued loan modification fees in conjunction with the pay-off of one portfolio company. During the same period, we recognized a realized loss on debt extinguishment of approximately $1.1 million in relation to the acceleration of unamortized fees on our 2020 Notes redemption.  

During the three months ended September 30, 2016,March 31, 2019, we had realized gains of approximately $1.1 million primarily due to proceeds from warrants and equity in Dollar Shave Club and warrants in Jet.com upon these companies’ respective acquisitions.

During the nine months ended September 30, 2016, there wererecognized net realized losses on investments of approximately $20.9 million, which consisted$29,000, as a result of realizedchanges in foreign currency between the time of investment and liquidation.

Unrealized gains and losses are included in net change in unrealized gains (losses) on two debt investments ($14.3 million on Intermodal Data, Inc. and $6.1 million on HouseTrip Limited), and net realized lossesin the consolidated statements of $0.8 million on warrants, which were offset by realized gains of $0.3 million on equity.

operations. 

Net change in unrealized lossesdepreciation during the three months ended September 30, 2017March 31, 2020 was approximately $0.6$17.0 million, resulting primarily from mark-to-market related changes, as well as credit-related adjustments.
Net change in unrealized appreciation during the three months ended March 31, 2019 was $1.2 million, which primarily consisted primarily of the reversal of previously recorded unrealized gains and recognition of realized gains of $0.8 million in conjunction with the sale of publicly traded shares of Nutanix, Inc., offset by $0.2$3.6 million of net unrealized appreciation on the investment portfolio related to mark to market activity. Net change in unrealized gains of approximately $3.9 million during the three months ended September 30, 2016 related entirely to mark to market activity, on the investment portfolio.

Net change in unrealized losses during the nine months ended September 30, 2017 was approximately $2.3 million, which primarily consisted ofoffset by the reversal and recognition of previously recorded net unrealized gainsappreciation of $1.7$2.4 million into income or realized gains from five companies, and $0.6 million of net unrealized depreciation on the investment portfolio related to mark to market activity. Net change in unrealized gains of approximately $6.9 million during the nine months ended September 30, 2016 consisted of $4.9 million relateddue to the reversal and recognitiondisposition of unrealized losses into realized losses and $2.0 million of net unrealized appreciation related to mark to market activity on the investment portfolio.

four portfolio companies.

Net change in realized and unrealized gains or losses in subsequent periods may be volatile as it depends on changes in the market, changes in the underlying performance of our portfolio companies and their respective industries, and other market factors.

44


The table below presents our statement of operations for the three and nine months ended September 30, 2017 and September 30, 2016.

Net Increase in Net Assets

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(dollars in thousands, except per share amounts)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Investment and Other Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income from investments

 

$

10,310

 

 

$

11,207

 

 

$

39,061

 

 

$

31,214

 

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expirations / terminations of unfunded commitments

 

 

 

 

 

1,133

 

 

 

418

 

 

 

1,558

 

Other fees

 

 

109

 

 

 

162

 

 

 

926

 

 

 

214

 

Total Investment and Other Income

 

 

10,419

 

 

 

12,502

 

 

 

40,405

 

 

 

32,986

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Base management fee

 

 

1,567

 

 

 

1,376

 

 

 

4,805

 

 

 

4,076

 

Income incentive fee

 

 

1,066

 

 

 

1,568

 

 

 

4,520

 

 

 

1,568

 

Capital gains incentive fee

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense and amortization of fees

 

 

2,306

 

 

 

2,036

 

 

 

6,861

 

 

 

5,733

 

Administration agreement expenses

 

 

346

 

 

 

395

 

 

 

1,058

 

 

 

1,190

 

General and administrative expenses

 

 

767

 

 

 

632

 

 

 

2,044

 

 

 

2,238

 

Total Operating Expenses

 

 

6,052

 

 

 

6,007

 

 

 

19,288

 

 

 

14,805

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

4,367

 

 

 

6,495

 

 

 

21,117

 

 

 

18,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gains (losses) on investments

 

 

1,044

 

 

 

1,081

 

 

 

(2,351

)

 

 

(20,906

)

Net change in unrealized (losses) gains on investments

 

 

(620

)

 

 

3,859

 

 

 

(2,277

)

 

 

6,906

 

Net realized loss on extinguishment of debt

 

 

(1,112

)

 

 

 

 

 

(1,112

)

 

 

 

Net realized and unrealized (losses) gains

 

 

(688

)

 

 

4,940

 

 

 

(5,740

)

 

 

(14,000

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

3,679

 

 

$

11,435

 

 

$

15,377

 

 

$

4,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income per share

 

$

0.27

 

 

$

0.40

 

 

$

1.32

 

 

$

1.12

 

Net increase (decrease) in net assets per share

 

$

0.23

 

 

$

0.71

 

 

$

0.96

 

 

$

0.26

 

Weighted average shares of common stock outstanding

 

 

16,023

 

 

 

16,091

 

 

 

16,001

 

 

 

16,227

 

We believe an important measure of the investment income that we will be required to distribute each year is core net investment income, to the extent it is divergent from GAAP net investment income. Core net investment income, unlike GAAP net investment income, excludes accrued, but as yet unearned, capital gains incentive fees on net unrealized gains. Specifically, the capital gains component of the incentive fee is paid at the end of each calendar year and is 20.0% of our aggregate cumulative realized capital gains from commencement of operations through the end of the year, computed net of our aggregate cumulative realized capital losses and our aggregate cumulative unrealized losses through the end of such year. For the foregoing purpose, our “aggregate cumulative realized capital gains” does not include any unrealized gains. The capital gains component of the incentive fee is not subject to any minimum return to stockholders. No capital gains incentive fee was earned or was payable during the three and nine months ended September 30, 2017, respectively. Therefore, GAAP net investment income and core net investment income were the same during the respective periods.

Portfolio Yield and Total Return

Investment income includes interest income on our debt investments utilizing the effective yield method including cash interest income as well as the amortization of any purchase premium, accretion of purchase discount, original issue discount, facilities fees, and the amortization and payment of the end-of-term (“EOT”) payments. For the three and nine months ended September 30, 2017,March 31, 2020 and 2019, interest income totaled approximately $10.3$20.3 million, and $39.1$17.1 million, respectively, representing a weighted average annualized portfolio yield on total debt investments for the period held of approximately 15.4%12.7% and 17.4%16.5%, respectively.

For the three and nine months ended September 30, 2016, interest income totaled approximately $11.2 million and $31.2 million, respectively, representing a weighted average annualized portfolio yield on debt investments for the period held of approximately 15.1% and 14.7%, respectively.

We calculate weighted average annualized portfolio yields for periods shown as the annualized rates of the interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period. The weighted average yields reported for these periods are annualized and reflect the weighted average yields to maturities. Should the portfolio companies choose to repay their loans earlier, our weighted average yields will increase for those debt investments affected but may reduce our weighted average yields on the remaining portfolio in future quarters.

45


The yield on our total debt portfolio, excluding the impact of prepayments, was approximately 13.5% and 13.0%, respectively, for the three and nine months ended September 30, 2017. The yield on our portfolio, excluding the impact of prepayments, was approximately 13.7%12.7% and 13.8%, respectively, for the three and nine months ended September 30, 2016.

March 31, 2020 and 2019.

The following table provides the weighted average annualized portfolio yield on our total debt portfolio comprising of cash interest income, accretion of the net purchase discount, facilities fees and the value of warrantswarrant investments received, accretion of EOT payments and the accelerated receipt of EOT payments on prepayments.

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

Portfolio Yield (1)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Weighted average annualized portfolio yield on debt investments

 

 

15.4

%

 

 

15.1

%

 

 

17.4

%

 

 

14.7

%

Returns on Net Asset Value and Total Assets
Portfolio Yield(1)
 For the Three Months Ended March 31,
2020 2019
Weighted average annualized portfolio yield on total debt investments(2)
 12.7% 16.5%

Coupon income

 

 

10.4

%

 

 

10.5

%

 

 

10.4

%

 

 

10.5

%

 9.8% 10.7%

Accretion of discount

 

 

0.9

%

 

 

0.8

%

 

 

0.7

%

 

 

0.7

%

 1.2% 0.9%

Accretion of end-of-term payments

 

 

2.2

%

 

 

2.4

%

 

 

1.9

%

 

 

2.6

%

 1.7% 2.2%

Impact of prepayments during the period

 

 

1.9

%

 

 

1.4

%

 

 

4.4

%

 

 

0.9

%

 % 2.7%

______________

_______________

(1)

The yields for periods shown are the annualized rates of interest income or the components of interest income recognized during the period divided by the average amortized cost of debt investments in the portfolio at the beginning of each month in the period.

(2)The weighted average portfolio yields on total debt investments reflected above do not represent actual investment returns to our stockholders.

Our weighted average annualized portfolio yield on debt investments may be higher than an investor’s yield on an investment in shares of our common stock. Our weighted average annualized portfolio yield on debt investments does not reflect operating expenses that may be incurred by us. In addition, our weighted average annualized portfolio yield on debt investments and total return figures disclosed above do not consider the effect of any sales commissions or charges that may be incurred in connection with the sale of shares of our common stock. Our weighted average annualized portfolio yield on debt investments and total return based on NAV do not represent actual investment returns to stockholders. Our weighted average annualized portfolio yield on debt investments and total return figures are subject to change and, in the future, may be greater or less than the rates set forth above. Total return based on NAV is the change in ending NAV per share plus distributions per share paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning NAV per share. Total return based on stock price is the change in the ending stock price of the Company’s common stock plus distributions paid during the period assuming participation in the Company’s dividend reinvestment plan divided by the beginning stock price of the Company’s common stock. The total return is for the period shown and is not annualized.

For the three and nine months ended September 30, 2017,March 31, 2020 and 2019, our total return per period based on the change in NAV plus distributions reinvested as of the distribution date per share was 1.9%2.4% and 7.7%3.4%, respectively, and our total return per period based on the change in stock price plus distributions reinvested as of the distribution date was 3.6%(57.1)% and 23.6%29.8%, respectively. For the three and nine months ended September 30, 2016, our total return per period based on the change in NAV plus distributions reinvested as of the distribution date per share was 6.6% and 5.1%, respectively, and our total return per period based on the change in stock price plus distributions reinvested as of the distribution date was 3.6% and (1.5)%, respectively.


The table below summarizes our return on average total assets and return on average NAV for the three and nine months ended September 30, 2017March 31, 2020 and 2016.

2019.

Returns on Net Asset Value and Total Assets

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(dollars in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Net investment income

 

$

4,367

 

 

$

6,495

 

 

$

21,117

 

 

$

18,181

 

Net increase (decrease) in net assets

 

 

3,679

 

 

 

11,435

 

 

 

15,377

 

 

 

4,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average net asset value (1)

 

 

215,730

 

 

 

210,740

 

 

 

215,763

 

 

 

220,869

 

Average total assets (1)

 

 

334,042

 

 

 

331,397

 

 

 

355,576

 

 

 

322,708

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income to average net asset value (2)

 

 

8.0

%

 

 

12.3

%

 

 

13.1

%

 

 

11.0

%

Net increase (decrease) in net assets to average net asset value (2)

 

 

6.8

%

 

 

21.6

%

 

 

9.5

%

 

 

2.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income to average total assets (2)

 

 

5.2

%

 

 

7.8

%

 

 

7.9

%

 

 

7.5

%

Net increase (decrease) in net assets to average total assets (2)

 

 

4.4

%

 

 

13.7

%

 

 

5.8

%

 

 

1.7

%

Returns on Net Asset Value and Total Assets
(dollars in thousands)
 For the Three Months Ended March 31,
 2020 2019
Net investment income $12,237
 $9,915
Net increase (decrease) in net assets $(5,118) $11,069
     
Average net asset value(1)
 $404,355
 $337,414
Average total assets(1)
 $724,389
 $468,792
     
Net investment income to average net asset value(2)
 12.2 % 11.9%
Net increase (decrease) in net assets to average net asset value(2)
 (5.1)% 13.3%
     
Net investment income to average total assets(2)
 6.8 % 8.6%
Net increase (decrease) in net assets to average total assets(2)
 (2.8)% 9.6%

______________

_______________

(1)

The average NAVsnet asset values and the average total assets are computed based on daily balances. Total assets are gross assets before deducting total liabilities.

(2)

Percentage is presented on an annualized basis.

46


Critical AccountingAccounting Policies

The preparation of our financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. ValuationWe consider valuation of investments, income recognition, realized / unrealized gains or losses and U.S. federal income taxes are considered to be our critical accounting policies and estimates. These have been disclosedcritical accounting policies and estimates, and any changes thereto, are discussed under “Significant“Note 2. Significant Accounting Policies” and “Note 4. Investments” in the notes to consolidated financial statements describedincluded in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”)SEC on March 13, 2017. Changes4, 2020 and under “Note 4. Investments” in the notes to consolidated financial statements included in this Quarterly Report on Form 10-Q. Any changes to the policypolicies are disclosed in ourthe notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Credit Facility and our anticipated cash flows from operations, including from contractual monthly portfolio company payments and cash flows, prepayments, and the ability to liquidate publicly traded investments, will be adequate to meet our cash needs for our daily operations. This “Liquidity and Capital Resources” section should be read in conjunction with “COVID-19 Developments” above and “Risk Factors” below in this Quarterly Report on Form 10-Q.
Cash Flows
During the ninethree months ended September 30, 2017,March 31, 2020, net cash providedused by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was approximately $85.8$72.2 million and net cash usedprovided by financing activities was approximately $88.4$131.4 million due to net proceeds received from our January 2020 public follow-on offering of common stock and the issuance of the 2025 Notes in March 2020, partially offset by net repayments under the Revolving Credit Facility for $89.5of $5.3 million $54.6 million due to the redemption of 2020 Notes, approximately $16.5and $10.6 million in distributions and $72.2 million of net proceeds from the issuance of 2022 Notes.paid. As of September 30, 2017,March 31, 2020, cash, including restricted cash, was approximately $8.5$85.6 million.

During the ninethree months ended September 30, 2016,March 31, 2019, net cash used by operating activities, consisting primarily of purchases, sales and repayments of investments and the items described in “-Results“Results of Operations,” was approximately $34.4$17.3 million and net cash provided by financing activities was approximately $16.5$49.4 million due to $39.0 million ofnet borrowings under our Revolvingthe Credit Facility partiallyof $57.8 million, offset by approximately $16.1$8.4 million in distributions approximately $5.4 million in repurchase of common stock and approximately $1.1 million in payments of Revolving Credit Facility costs, which are deferred and expensed over the term of the Revolving Credit Facility.paid. As of September 30, 2016,March 31, 2019, cash, including restricted cash, was approximately $20.8$42.0 million.

Capital Resources and Borrowings
As a BDC, we generally have an ongoing need to raise additional capital for investment purposes. As a result, we expect, from time to time, to access the debt and equity markets when we believe it is necessary and appropriate to do so. In this regard, we continue to explore various options for obtaining additional debt or equity capital for investments. This may include expanding or extending the Revolving Credit Facility or the issuance of additional shares of our common stock or debt securities. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted.

Contractual Obligations

In February 2014, we entered into our Revolving


Credit Facility
We have $300 million in total commitments available under the Credit Facility, which provided us with a $150.0 million commitment, subject to various covenants and borrowing base requirements. In August 2014, we amended our RevolvingThe Credit Facility also includes an accordion feature, which allows us to increase the size of the Credit Facility to increaseup to $400 million. The revolving period under the total commitments available thereCredit Facility expires on May 31, 2021 and the maturity date of the Credit Facility is November 30, 2022. Borrowings under by $50.0 millionthe Credit Facility bear interest at the sum of (i) a floating rate based on certain indices, including LIBOR and commercial paper rates, plus (ii) a margin of 2.80% if facility utilization is greater than or equal to $200.0 million75%, 2.90% if utilization is greater than or equal to 50%, 3.00% if utilization is less than 50% and 4.5% during the amortization period. See “Note 6. Borrowings” in aggregate.

the notes to consolidated financial statements for more information regarding the terms of the Credit Facility.

As of September 30, 2017March 31, 2020 and December 31, 2016,2019, we had outstanding borrowings of $25.5$257.0 million and $115.0$262.3 million, respectively, under our Revolvingthe Credit Facility, net of deferred credit facility costs of $1.3 million and $1.6 million, respectively, which is included in the condensed consolidated statements of assets and liabilities. We had $174.5$43.0 million and $85.0$37.7 million of remaining capacity on our Revolving Credit Facility as of September 30, 2017March 31, 2020 and December 31, 2016,2019, respectively.

2022 Notes
On July 14, 2017, we completed a public offering of $65.0 million in aggregate principal amount of our newly issuedthe 2022 Notes and received net proceeds of approximately $62.8 million, after the payment of fees and offering costs. On July 24, 2017, as a result of the underwriters’ full exercise of their option to purchase additional 2022 Notes, we issued an additional $9.75 million in aggregate principal amount of the 2022 Notes and received net proceeds of approximately $9.5 million, after the payment of fees and offering costs. The interest on the 2022 Notes, which accrues at an annual rate of 5.75%, is payable quarterly on January 15, April 15, July 15 and October 15. The maturity date of the 2022 Notes is July 15, 2022.
As of March 31, 2020 and December 31, 2019, we have recorded in the consolidated statements of assets and liabilities our liability for the 2022 Notes, net of deferred issuance costs, of $73.6 million and $73.5 million, respectively. See “Note 6. Borrowings” in the notes to consolidated financial statements for more information regarding the 2022 Notes.
2025 Notes
On March 19, 2020, we completed a private offering of $70.0 million in aggregate principal amount of the 2025 Notes and received net proceeds of $69.1 million, after the payment of fees and offering costs. The interest on the 2025 Notes, which accrues at an annual rate of 4.50%, is payable semiannually on March 19 and September 19 each year, beginning October 15, 2017.

on September 19, 2020. The tables below providematurity date of the 2025 Notes is March 19, 2025.

As of March 31, 2020, we have recorded in the consolidated statements of assets and liabilities our liability for the 2025 Notes, net of deferred issuance costs, of $69.1 million. See “Note 6. Borrowings” in the notes to consolidated financial statements for more information regarding the 2025 Notes.
Asset Coverage Requirements
On June 21, 2018, our stockholders voted at a special meeting of stockholders to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the special meeting, effective June 22, 2018, our applicable minimum asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of March 31, 2020, our asset coverage for borrowed amounts was 198%.
Contractual Obligations
The following table shows a summary of when payments are due under our Revolving Credit Facility, 2020 Notes and 2022 Notespayment obligations for repayment of debt as of September 30, 2017 and DecemberMarch 31, 2016.

2020:

Payments Due By Period

 

As of September 30, 2017

 

(dollars in thousands)

 

Total

 

 

Less than 1 year

 

 

1-3 years

 

 

3-5 years

 

 

More than 5 years

 

Revolving Credit Facility

 

$

25,500

 

 

$

 

 

$

25,500

 

 

$

 

 

$

 

2022 Notes

 

 

74,750

 

 

 

 

 

 

 

 

 

74,750

 

 

 

 

Total

 

$

100,250

 

 

$

 

 

$

25,500

 

 

$

74,750

 

 

$

 

Payments Due By Period
(in thousands)
 March 31, 2020
 Total Less than 1 year 1-3 years 3-5 years More than 5 years
Credit Facility $257,000
 $
 $257,000
 $
 $
2022 Notes 74,750
 
 74,750
 
 
2025 Notes 70,000
 
 
 70,000
 
Total $401,750
 $
 $331,750
 $70,000
 $

47


Payments Due By Period

 

As of December 31, 2016

 

(dollars in thousands)

 

Total

 

 

Less than 1 year

 

 

1-3 years

 

 

3-5 years

 

 

More than 5 years

 

Revolving Credit Facility

 

$

115,000

 

 

$

 

 

$

115,000

 

 

$

 

 

$

 

2020 Notes

 

 

54,625

 

 

 

 

 

 

 

 

 

54,625

 

 

 

 

Total

 

$

169,625

 

 

$

 

 

$

115,000

 

 

$

54,625

 

 

$

 

We are a party to certain delay draw credit agreements with our portfolio companies, which require us to make future advances at the companies’ discretion during a defined loan availability period. Our credit agreements contain customary lending provisions that allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. As of September 30, 2017 and December 31, 2016, our unfunded commitments totaled approximately $158.2 million to eleven portfolio companies and $117.4 million to nine portfolio companies, respectively. See “-Investment Activity” above for additional information on our unfunded commitments.

Since these commitments may expire without being drawn upon, unfunded commitments do not necessarily represent future cash requirements or future earning assets for us. Over time, we generally expect approximately 75% of our gross unfunded commitments to be drawn before the expiration of their corresponding availability periods. We evaluate funding needs and expectations for each company at the time of commitment and as the company progresses and develops during the availability period.

As of September 30, 2017, we had a payable of approximately $95.0 million in face value due October 3, 2017 for the acquisition of U.S. Treasury bills. On October 3, 2017, we sold the U.S. Treasury bills and settled the payable in full. As of December 31, 2016, we had a payable of approximately $40.0 million in face value due January 4, 2017 for the acquisition of U.S. Treasury bills. On January 4, 2017, we sold the U.S. Treasury bills and settled the payable in full.

In addition to the contractual obligations set forth above, we have certain obligations with respect to the investment advisory and administration services we received. As of September 30, 2017 and December 31, 2016, these outstanding obligations totaled approximately $3.0 million and $3.0 million, respectively.

Off-Balance Sheet Arrangements

Commitments

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of our portfolio companies. As of September 30, 2017March 31, 2020 and December 31, 2016, our off-balance sheet arrangements consisted2019, the Company’s unfunded commitments totaled $209.0 million to 17 portfolio companies and $226.1 million to 16 portfolio companies, respectively, of approximately $158.2which $41.0 million and $117.4 million, respectively of unfunded commitments, of which $50.0 million and $60.0$59.3 million, respectively, was dependent upon the portfolio companies reaching certain milestones before the debt commitment becomes available to them. Our credit agreements with our portfolio companies contain customary lending provisions that allow us relief from funding obligations for previously made commitments in instances where the underlying portfolio company experiences materiallymaterial adverse events that affect the financial condition or business outlook for the portfolio company.

48



The table below provides our unfunded commitments by portfolio company as of September 30, 2017March 31, 2020 and December 31, 2016.2019.
Unfunded Commitments(1)
(in thousands)
 March 31, 2020 December 31, 2019
BlueVine Capital, Inc. $30,000
 $30,000
Capsule Corp. 30,000
 10,000
Cohesity, Inc. 30,000
 
Hims, Inc. 25,000
 25,000
Curology, Inc. 15,000
 15,000
Freshly Inc. 15,000
 18,000
Farmer's Business Network, Inc. 10,000
 
OfferUp Inc. 10,000
 20,000
Signifyd, Inc. 10,000
 10,000
Transfix, Inc. 10,000
 10,000
Adjust GmbH 6,000
 
Grove Collaborative, Inc. 5,333
 21,750
Pencil and Pixel, Inc. 5,000
 
Sonder USA, Inc. 3,000
 8,333
OneSource Virtual, Inc. 2,000
 5,000
Outfittery GMBH 1,650
 
Mind Candy Limited 1,000
 
Toast, Inc. 
 35,000
Moda Operandi, Inc. 
 10,000
Nurx Inc. 
 5,000
Brooklinen, Inc. 
 3,000
GoEuro Corp. 
 
Total $208,983
 $226,083
_____________

(1)Does not include backlog of potential future commitments. Refer to “Investment Activity” above.

Unfunded Commitments for Growth Capital Loans (unless otherwise noted)*

(dollars in thousands)

 

As of September 30, 2017

 

 

As of December 31, 2016

 

 

Blue Bottle Coffee, Inc.

 

$

20,000

 

 

 

 

 

BlueVine Capital, Inc.

 

 

10,000

 

 

 

 

 

CrowdStrike,Inc.

 

 

 

 

 

5,000

 

 

Eero, Inc.

 

 

5,000

 

 

 

15,000

 

 

Farfetch UK Limited

 

 

 

 

 

5,000

 

 

FinancialForce.com,Inc.

 

 

 

 

 

15,000

 

 

Green Chef Corporation

 

 

 

 

 

10,000

 

 

MapR Technologies, Inc. (Equipment Lease)

 

 

2,956

 

 

 

4,352

 

 

Optoro, Inc.

 

 

 

 

 

25,000

 

 

Outfittery GMBH

 

 

2,376

 

 

 

 

 

PillPack, Inc.

 

 

30,000

 

 

 

 

 

Rent the Runway, Inc.

 

 

18,000

 

 

 

28,000

 

 

Ring, Inc.

 

 

30,000

 

 

 

 

 

Stance, Inc.

 

 

15,000

 

 

 

 

 

Varsity Tutors LLC

 

 

15,000

 

 

 

 

 

View, Inc. (Equipment Loan)

 

 

9,865

 

 

 

 

 

WorldRemit Ltd.

 

 

 

 

 

10,000

 

 

Total

 

$

158,197

 

 

$

117,352

 

 

Distributions

_______________

*    Does not include backlog of potential future commitments. Refer to “Investment Activity” above. 

Distributions

We have elected to be treated, and intend to qualify annually, thereafter, as a RIC under the Code, beginning with our taxable year ended December 31, 2014.Code. To obtain and maintain RIC tax treatment, we must distribute at least 90% of our net ordinary income and net realized short-term capital gains in excess of our net realized long-term capital losses, if any, to our stockholders. In order to avoid a non-deductible 4% U.S. federal excise tax on certain of our undistributed income, we would need to distribute during each calendar year an amount at least equal to the sum of: (a) 98% of our ordinary income (not taking into account any capital gains or losses) for such calendar year; (b) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and (c) certain undistributed amounts from previous years on which we paid no U.S. federal income tax. For the tax years ended December 31, 20142019 and 2015,2018, we were subject to a 4% U.S. federal excise tax and we may be subject to this tax in future years. In such cases, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

To the extent our taxable earnings fall below the total amount of our distributions for the year, a portion of those distributions may be deemed a return of capital to our stockholders. Our Adviser monitors available taxable earnings, including net investment income and realized capital gains, to determine if a return of capital may occur for the year. The tax character of distributions will be determined at the end of the taxable year. Stockholders should read any written disclosure accompanying a dividend payment carefully and should not assume that the source of any distribution is our taxable ordinary income or capital gains. The specific tax characteristics of our distributions will be reported to stockholders after the end of the taxable year.

The following table summarizes our cash distributions per share that have been authorized by our board of directorsBoard since our initial public offering.offering to March 31, 2020. From March 5, 2014 (commencement of operations) to December 31, 2015, theseand during the years ended December 31, 2017 and December 31, 2018, distributions represent ordinary income as our earnings exceedexceeded distributions. Approximately $1.20$0.24 per share of the distributions during the year ended December 31, 2016 representrepresented a return of capital.

49


Period Ended

 

Date Announced

 

Record Date

 

Payment Date

 

Per Share Amount

 

 

September 30, 2017

 

August 8, 2017

 

August 31, 2017

 

September 15, 2017

 

$

0.36

 

 

June 30, 2017

 

May 9, 2017

 

May 31, 2017

 

June 16, 2017

 

$

0.36

 

 

March 31, 2017

 

March 13, 2017

 

March 31, 2017

 

April 17, 2017

 

$

0.36

 

 

December 31, 2016

 

November 7, 2016

 

November 30, 2016

 

December 16, 2016

 

$

0.36

 

 

September 30, 2016

 

August 8, 2016

 

August 31, 2016

 

September 16, 2016

 

$

0.36

 

 

June 30, 2016

 

May 9, 2016

 

May 31, 2016

 

June 16, 2016

 

$

0.36

 

 

March 31, 2016

 

March 14, 2016

 

March 31, 2016

 

April 15, 2016

 

$

0.36

 

 

December 31, 2015

 

November 10, 2015

 

November 30, 2015

 

December 16, 2015

 

$

0.36

 

 

September 30, 2015

 

August 11, 2015

 

August 31, 2015

 

September 16, 2015

 

$

0.36

 

 

June 30, 2015

 

May 6, 2015

 

May 29, 2015

 

June 16, 2015

 

$

0.36

 

 

March 31, 2015

 

March 16, 2015

 

March 26, 2015

 

April 16, 2015

 

$

0.36

 

 

December 31, 2014

 

December 3, 2014

 

December 22, 2014

 

December 31, 2014

 

$

0.15

 

(1)

 

 

October 27, 2014

 

November 28, 2014

 

December 16, 2014

 

$

0.36

 

 

September 30, 2014

 

August 11, 2014

 

August 29, 2014

 

September 16, 2014

 

$

0.32

 

 

June 30, 2014

 

May 13, 2014

 

May 30, 2014

 

June 17, 2014

 

$

0.30

 

 

March 31, 2014

 

April 3, 2014

 

April 15, 2014

 

April 30, 2014

 

$

0.09

 

(2)

_______________

(1)Represents During the year ended December 31, 2019, distributions represent ordinary income and long term capital gains. Depending on the duration of the COVID-19 pandemic and the extent of its impact on our portfolio companies’ operations and our net investment income, any future distributions to our stockholders may be for amounts less than our historical distributions, may be made less frequently than historical practices, and may be made in part cash and part stock (as per each stockholder’s election), subject to a special distribution.

(2)Thelimitation that the aggregate amount of this initialcash to be distributed to all stockholders must be at least 10% of the aggregate declared distribution reflected a quarterly dividend ratefor distributions declared on or before December 31, 2020, and at least 20% of $0.30 per share, proratedthe aggregate declared distribution for distributions declared on or after January 1, 2021.


Period Ended Date Announced Record Date Payment Date Per Share Amount
March 31, 2014 April 3, 2014 April 15, 2014 April 30, 2014 $0.09
(1) 
June 30, 2014 May 13, 2014 May 30, 2014 June 17, 2014 0.30
 
September 30, 2014 August 11, 2014 August 29, 2014 September 16, 2014 0.32
 
December 31, 2014 October 27, 2014 November 28, 2014 December 16, 2014 0.36
 
December 31, 2014 December 3, 2014 December 22, 2014 December 31, 2014 0.15
(2) 
March 31, 2015 March 16, 2015 March 26, 2015 April 16, 2015 0.36
 
June 30, 2015 May 6, 2015 May 29, 2015 June 16, 2015 0.36
 
September 30, 2015 August 11, 2015 August 31, 2015 September 16, 2015 0.36
 
December 31, 2015 November 10, 2015 November 30, 2015 December 16, 2015 0.36
 
March 31, 2016 March 14, 2016 March 31, 2016 April 15, 2016 0.36
 
June 30, 2016 May 9, 2016 May 31, 2016 June 16, 2016 0.36
 
September 30, 2016 August 8, 2016 August 31, 2016 September 16, 2016 0.36
 
December 31, 2016 November 7, 2016 November 30, 2016 December 16, 2016 0.36
 
March 31, 2017 March 13, 2017 March 31, 2017 April 17, 2017 0.36
 
June 30, 2017 May 9, 2017 May 31, 2017 June 16, 2017 0.36
 
September 30, 2017 August 8, 2017 August 31, 2017 September 15, 2017 0.36
 
December 31, 2017 November 6, 2017 November 17, 2017 December 1, 2017 0.36
 
March 31, 2018 March 12, 2018 March 23, 2018 April 6, 2018 0.36
 
June 30, 2018 May 2, 2018 May 31, 2018 June 15, 2018 0.36
 
September 30, 2018 August 1, 2018 August 31, 2018 September 14, 2018 0.36
 
December 31, 2018 October 31, 2018 November 30, 2018 December 14, 2018 0.36
 
December 31, 2018 December 6, 2018 December 20, 2018 December 28, 2018 0.10
(2) 
March 31, 2019 March 1, 2019 March 20, 2019 March 29, 2019 0.36
 
June 30, 2019 May 1, 2019 May 31, 2019 June 14, 2019 0.36
 
September 30, 2019 July 31, 2019 August 30, 2019 September 16, 2019 0.36
 
December 31, 2019 October 30, 2019 November 29, 2019 December 16, 2019 0.36
 
March 31, 2020 February 28, 2020 March 16, 2020 March 30, 2020 0.36
 
Total cash distributions       $8.88
 
_____________
(1)The amount of this initial distribution reflected a quarterly distribution rate of $0.30 per share, prorated for the 27 days for the period from the pricing of our initial public offering on March 5, 2014 (commencement of operations), through March 31, 2014.
(2)Represents a special distribution.
For the 27 days for the period from the pricing of our initial public offering on March 5, 2014 (commencement of operations) throughthree months ended March 31, 2014.

For the nine months ended September 30, 20172020 and for the year ended December 31, 2016,2019, distributions paid were comprised of interest-sourced distributions (qualified interest income) in amounts equal to 96.7%100.0% and 95.8%98.8% of total distributions paid, respectively.

Related Parties

We

Recent Accounting Pronouncements
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to Disclosure Requirements for Fair Value Measurement”, which is intended to improve the effectiveness of fair value measurement disclosures. The amendment, among other things, affects certain disclosure requirements related to transfers between Level 1 and Level 2 of the fair value hierarchy, and Level 3 fair value measurements as they relate to valuation process, unrealized gains and losses, measurement uncertainty, and significant unobservable inputs. The new guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted for any interim or annual period. The adoption of these rules did not have entered into a numbermaterial impact on the consolidated financial statements and disclosures.
In August 2018, the SEC adopted rules (the “SEC Release”) amending certain disclosure requirements intended to eliminate redundant, duplicative, overlapping, outdated or superseded, in light of business relationships with affiliatedother SEC disclosure requirements, U.S. GAAP requirements or related parties, includingchanges in the following:

We have entered intoinformation environment. In part, the SEC Release requires an investment advisory agreement, dated February 18, 2014, with our Adviser. Certaincompany to present distributable earnings in total on the consolidated balance sheet and consolidated statement of our officers are also principalschanges in net assets, rather than showing the three components of distributable earnings as previously shown. We adopted this part of the Adviser.

We have entered into an Administration Agreement, dated February 18, 2014, with our Administrator. Pursuant toSEC Release during the termsyear ended December 31, 2018. The impact of the Administration Agreement,adoption of these rules on our Administrator provides us withconsolidated financial statements was not material. Additionally, the office facilitiesSEC Release requires disclosure of changes in net assets within a registrant's Form 10-Q filing on a quarter-to-date and administrative services necessaryyear-to-date basis for both the current year and prior year comparative periods. We adopted the new requirement to conduct our day-to-day operations. Certainpresent changes in net assets in interim financial statements within Form 10-Q filings effective January 1, 2019. The adoption of our officers are also principals ofthese rules did not have a material impact on the Administrator.

consolidated financial statements.

We have entered into a license agreement with TPC pursuant to which TPC has agreed to grant us a non-exclusive, royalty-free license to use the name “TriplePoint.”

We have also adopted a Code of Ethics which applies to our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Business Conduct and Ethics. As required by the NYSE corporate governance listing standards, the Audit Committee of our board of directors (the “Board”) is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

50




Recent Developments

Distributions

Developments

Dividends
On November 6, 2017, we announced that ourApril 30, 2020, the Board declared a $0.36 per share regular quarterly distribution, payable on December 1, 2017,June 30, 2020 to stockholders of record on November 17, 2017.

June 16, 2020.

Recent Portfolio Activity

From OctoberApril 1, 2017,2020 through November 6, 2017,May 5, 2020, we closed $5.4 million of additional debt commitments and funded $35.5$16.7 million in new investments. TPC’s direct originations platform entered into $10.0$46.5 million of additional non-binding signed term sheets with venture growth stage companies, subject to due diligence, definitive documentation and investment committee approval, as well as compliance with TPC’s allocation policy.

Private Placement

On October 25, 2017, From April 1, 2020 through May 5, 2020, we sold in a private placement transaction: (i) 1,594,007 sharesreceived $10.0 million of principal prepayments generating approximately $1.1 million of accelerated income.

Other Developments
In addition, subsequent to March 31, 2020, the COVID-19 pandemic, and the related effect on the U.S. and global economies, has had adverse consequences for the business operations of some of our common stock at a priceportfolio companies and has adversely affected, and threatens to continue to adversely affect, our operations and the operations of $13.54 per share to certain investment funds managed by the Alternative Investments & Manager Selection GroupAdviser. Given the dynamic nature of Goldman Sachs Asset Management, L.P.this situation and (ii) 73,855 sharesthe fact that there may be developments outside of our common stockcontrol that require us or our portfolio companies to adjust plans of operation, we cannot reasonably estimate the full impact of COVID-19 on our financial condition, results of operations or cash flows in the future. See “COVID-19 Developments” above for more information.
On May 6, 2020, we entered into an unsecured revolving loan agreement with the Adviser as the lender (the “Adviser Revolver”). The Adviser Revolver has a maximum credit limit of $50.0 million, with $25.0 million available at close and an accordion feature for an additional $25.0 million in commitments from the Adviser. The Adviser Revolver has a pricematurity date of $13.65 per share to certainDecember 31, 2020. See “Item 5. Other Information” of our executive officers,Part II of this Quarterly Report on Form 10-Q for total gross proceeds of approximately $22.6 million.

51


more information about the Adviser Revolver.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 3.Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including changes in interest rates.

We are also subject to risks relating to the capital markets; conditions affecting the general economy; legislative reform; and local, regional, national or global political, social or economic instability. U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets and a general decline in values of publicly-traded securities. Any continuation of the stresses on capital markets and credit markets, or a further increase in volatility could result in a contraction of available credit for us and/or an inability by us to access the equity or debt capital markets or could otherwise cause an inability or unwillingness of our lenders to fund their commitments to us, any of which may have a material adverse effect on our results of operations and financial condition.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings and in the relative values of our portfolio that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a change in market interest rates will not have a material adverse effect on our net investment income.

Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. Our investment income will be affected by changes in various interest rates, including LIBOR and Prime rates, to the extent that any debt investments include floating interest rates. Debt investments are made with either floating rates that are subject to contractual minimum interest rates for the term of the investment or fixed interest rates.
In connection with the COVID-19 pandemic, the U.S. Federal Reserve and other central banks have reduced certain interest rates and LIBOR has decreased. A prolonged reduction in interest rates could reduce our gross investment income and could result in a decrease in our net investment income if such decreases in interest rates are not offset by a corresponding increase in the spread over Prime that we earn on any portfolio investments, a decrease in our operating expenses or a decrease in the interest rate of our floating interest rate liabilities tied to LIBOR.
As of September 30, 2017,March 31, 2020, a majority of the debt investments (approximately 59% and approximately $173.870.8% or $498.9 million in principal balance) in our debt investment portfolio bore interest at floating rates, which generally are Prime-based, all of which have interest rate floors and some of themwhich have interest rate caps for a limited period. In the future, we may increase the amount of loans in our portfolio subject to floating interest rates. AlmostSubstantially all of our unfunded commitments float with changes in the primePrime rate from the date we enter into the commitment to the date of the actual draw. Our RevolvingIn addition, our interest expense will be affected by changes in the published LIBOR rate in connection with our Credit Facility bears interest at a floating rate. OurFacility; however, our 2022 Notes bearsbear interest at a fixed rate. In addition, our 2025 Notes bear interest at a fixed rate (subject to a 1.00% increase in the fixed rate in the event that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs).
As of September 30, 2017,March 31, 2020, our floating rate borrowings totaled $25.5$257.0 million so anwhich comprised of 64.0% of our outstanding debt. Due to the fact that the majority of our floating rate portfolio is subject to interest-rate floors above the current Prime rate, small interest rate increases would generally decrease our net investment income because our interest expense would increase without a corresponding increase the spread over LIBOR or the Prime Rate that we earn on any portfolio investments; however, a decrease in interest rates would currently benefit us as wegenerally increase our net

investment income because our interest expense attributable to borrowings under the Credit Facility would generate additional interest income in excess of the additional interest expense.decrease. This is illustrated in the following table which shows the annual impact on net investment income of base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure from the September 30, 2017 condensedMarch 31, 2020 consolidated statement of assets and liabilities.

Change in Interest Rates

(dollars in thousands)

 

Increase (decrease) in interest income

 

 

(Increase) decrease in interest expense

 

 

Net increase (decrease) in net investment income

 

Up 300 basis points

 

$

3,896

 

 

$

(776

)

 

$

3,120

 

Up 200 basis points

 

$

2,610

 

 

$

(517

)

 

$

2,093

 

Up 100 basis points

 

$

1,324

 

 

$

(259

)

 

$

1,065

 

Up 50 basis points

 

$

681

 

 

$

(129

)

 

$

552

 

Down 25 basis points

 

$

(360

)

 

$

65

 

 

$

(295

)

Change in Interest Rates
(in thousands)
 Increase (decrease) in interest income (Increase) decrease in interest expense Net increase (decrease) in net investment income
Up 300 basis points $5,983
 $(7,710) $(1,727)
Up 200 basis points $1,328
 $(5,140) $(3,812)
Up 100 basis points $76
 $(2,570) $(2,494)
Up 50 basis points $14
 $(1,285) $(1,271)
Down 50 basis points $
 $1,285
 $1,285
Down 100 basis points $
 $1,811
 $1,811
Down 200 basis points $
 $1,811
 $1,811
Down 300 basis points $
 $1,811
 $1,811
This analysis is indicative of the potential impact on our investment income as of September 30, 2017,March 31, 2020, assuming an immediate and sustained change in interest rates as noted. It should be noted that we anticipate growth in our portfolio funded in part with additional borrowings and such additional borrowings, all else being equal, will increase our investment income sensitivity to interest rates, and such changes could be material. In addition, this analysis does not adjust for potential changes in our portfolio or our borrowing facilities nor does it take into account any changes in the credit performance of our loans that might occur should interest rates change.

Since it is our intention to hold loans to maturity, the fluctuating relative value of these loans that may occur due to changes in interest rate may have an impact on unrealized gains and losses during quarterly reporting periods. Based on our assessment of the interest rate risk, as of September 30, 2017,March 31, 2020, we had no hedging transactions in place as we deemed the risk acceptable and we did not believe it was necessary to mitigate this risk at that time.

While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments. In addition, there can be no assurance that we will be able to effectively hedge our interest rate risk.

Substantially all of our assets and liabilities are financial in nature. As a result, changes in interest rates and other factors drive our performance more directly than does inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates.

52


Item 4. Controls and Procedures

(a)

Item 4.

        Evaluation of Disclosure Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

As of September 30, 2017March 31, 2020 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

(b)

(a) Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2017March 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

53



PART II - OTHER INFORMATION
PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We,
Item 1.Legal Proceedings

Neither we, the Adviser, nor our wholly-owned subsidiaries our Adviser and our Administrator are not currently subject to any material pending legal proceedings, nor,other than ordinary routine litigation incidental to our knowledge, is any material legal proceeding threatened against us,businesses. We, the Adviser, and our wholly-owned subsidiaries our Adviser or our Administrator. Frommay from time to time, we,however, be involved in litigation arising out of our wholly-owned subsidiaries, our Adviser or our Administrator may be a party to certain legal proceedingsoperations in the ordinarynormal course of business including proceedings relatingor otherwise. Furthermore, third parties may seek to impose liability on us in connection with the enforcementactivities of our rights under contracts with our portfolio companies. While the outcome of theseany current legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedingsany current matters will have a material effect uponmaterially affect our financial condition or results of operations.

operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you
Item 1A.Risk Factors

You should carefully consider the risk factors disclosedrisks described below and all other information contained in our Annualthis Quarterly Report on Form 10-K for10-Q, including our interim financial statements and the year ended December 31, 2016 filed with the SEC on March 13, 2017, which could materially affectrelated notes thereto, before making a decision to purchase our business, financial condition and/or operating results.securities. The risks and uncertainties described in our Annual Report on Form 10-Kbelow are not the only risksones facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affecthave a material adverse effect on our business, financial condition and/or operating results. There have been no material changes duringresults, as well as the nine months ended September 30, 2017market price of our securities.
In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. Risk Factorspreviously disclosed in our Annual Report on Form 10-K10‑K for the year ended December 31, 2016.

2019 that we filed with the SEC on March 4, 2020, which could materially affect our business, financial condition or operating results.
Events outside of our control, including relating to public health crises, could negatively affect our portfolio companies’ and our results of operations and financial condition, as well as the amount or frequency of our distributions to stockholders.
Periods of market volatility have occurred and could continue to occur in response to pandemics or other events outside of our control. These types of events have adversely affected, and could continue to adversely affect, operating results for us and for our portfolio companies. For example, the COVID-19 pandemic has led to, and for an unknown period of time will continue to lead to, disruptions in local, regional, national and global markets and economies affected thereby, including the United States. With respect to U.S. and global credit markets and the economy in general, this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following (among other things): (i) restrictions on travel and the temporary closure of many corporate offices, retail stores, and manufacturing facilities and factories, resulting in significant disruption to the business of many companies, including supply chains and demand, as well as layoffs of employees; (ii) increased draws by borrowers on lines of credit; (iii) increased requests by borrowers for amendments or waivers of their credit agreements to avoid default, increased defaults by borrowers and/or increased difficulty in obtaining refinancing; (iv) volatility in credit markets, including greater volatility in pricing and spreads; and (v) rapidly evolving proposals and actions by state and federal governments to address the problems being experienced by markets, businesses and the economy in general, which may not adequately address the problems being facing such persons. The pandemic is having, and any future continuation of the pandemic could have, an adverse impact on the markets and the economy in general.
Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us and our portfolio companies and investments, it is clear that these types of events are impacting and will, for at least some time, continue to impact us and our portfolio companies; in many instances the impact will be adverse and material. Any potential impact to our results of operations will depend to a large extent on future developments and new information that could emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by authorities and other entities to contain the spread or treat its impact, all of which are beyond our control. These potential impacts, while uncertain, could adversely affect our and our portfolio companies’ operating results and financial condition.
The COVID-19 pandemic and the uncertainty regarding the extent and duration of its impact has had a material adverse impact on the venture capital fundraising environment, including with respect to the venture growth stage companies in which we invest. Our portfolio companies generally require additional equity financing every twelve to twenty-four months. Due to the effects of the COVID-19 pandemic, there is an increased risk that one or more of our venture growth stage portfolio companies will not be able to raise additional financing or may be able to do so only at a price or on terms unfavorable to us, which risk may be amplified with respect to portfolio companies that have already taken steps to reduce or modify business operations or are operating in industries that are, or are perceived to be, more adversely affected by the COVID-19 pandemic. Such events would likely have a negative impact our investment returns, the fair value of our investment and our ability to restructure such investment on favorable terms if such portfolio company’s cash flow from operating activities is insufficient during the COVID-19 pandemic to satisfy its continuing growth, working capital and other requirements or if such portfolio company is otherwise unable to access the benefits of one of the U.S. federal government stimulus programs made available under the Coronavirus Aid, Relief, and Economic Security Act or meet the performance requirements necessary to forgive all or a portion of any loans made to it thereunder. In addition, as a result of the financial stress caused by the effects of the COVID-19 pandemic, other investors in our portfolio companies may be unable to, or may choose not to, fulfill their ongoing funding obligations with respect to certain of our portfolio companies, may be unable to continue supporting the ongoing operations of our portfolio companies operationally and/or financially, or may seek to restructure or otherwise modify their existing investments in our portfolio companies in a manner that is detrimental to our investment, which could have a material adverse impact on our financing arrangement with the portfolio company and on our results of operations and financial condition. In addition, we intend to use cash and cash equivalents on hand, our available borrowing capacity under the Credit Facility, our anticipated cash flows from operations, including from contractual monthly portfolio company payments and cash flows and prepayments, and any proceeds from equity or debt offerings, to fund our outstanding unfunded obligations.

Depending on the severity and duration of the impact of the COVID-19 pandemic on our results of operations and financial condition, there can be no assurance that we will have sufficient capital available to fund these commitments as they come due, which could harm he reputation of the Company and TriplePoint Capital LLC among its select group of venture capital investors and in the venture capital market generally. Any such occurrence could decrease our deal flow and the outlook of our investments, resulting in a material adverse effect on our financial condition, results of operations and cash flows.
Developments related to the COVID-19 pandemic have already contributed to a decrease in the fair value of our portfolio investments as of March 31, 2020 as compared to their fair value as of December 31, 2019, and may result in further decreases going forward. As of March 31, 2020, we had four portfolio companies in which our investments were on non‑accrual (all of which were generally caused by events unrelated to the COVID-19 pandemic), with an aggregate cost and fair value of $49.4 million and $20.5 million, respectively. The various effects of the COVID-19 pandemic discussed above increase the risk that we will place additional investments on non-accrual status in the future.
In addition, the COVID-19 pandemic and the related disruption and financial distress experienced by our portfolio companies may have a material adverse effect on our investment income received from portfolio investments, particularly our interest income. We may need to modify our investments in some portfolio companies as a result of the adverse effects of the COVID-19 pandemic, which could reduce the amount or extend the time for payment of principal, reduce the rate or extend the time of payment of interest, and/or increase the amount of PIK interest we receive with respect to such investment, among other things. If an investment included in the borrowing base for the Credit Facility is downgraded to “Red (5)” on our credit watch list (as discussed under “Portfolio Composition, Investment Activity and Asset Quality - Asset Quality” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part I of this Quarterly Report on Form 10-Q), or if we materially modify the terms of such an investment, then the borrowing base under the Credit Facility will generally be reduced to the extent of the fair value of such investment, which may have a material adverse effect on our results of operations, financial condition and available liquidity. Any decreases in our net investment income would increase the portion of our cash flows dedicated to servicing existing borrowings under the Credit Facility, the 2022 Notes and the 2025 Notes and distribution payments to stockholders.
Depending on the duration of the COVID-19 pandemic and the extent of its impact on our portfolio companies’ operations and our net investment income, any future distributions to our stockholders may be for amounts less than our historical distributions, may be made less frequently than historical practices, and may be made in part cash and part stock (as per each stockholder’s election), subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 10% of the aggregate declared distribution for distributions declared on or before December 31, 2020, and at least 20% of the aggregate declared distribution for distributions declared on or after January 1, 2021.
We are currently operating in a period of capital markets disruption and economic uncertainty.
The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19 that began in December 2019. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders, including existing lenders, not to extend credit to us or renew or expand existing credit facilities. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments.
You may receive shares of our common stock through our dividend reinvestment plan, and we may otherwise choose to pay dividends in our common stock, in which case you may be required to pay tax in excess of the cash you receive.
Our cash distributions to stockholders will be automatically reinvested in additional shares of our common stock unless such stockholder has specifically “opted out” of our dividend reinvestment plan so as to receive cash distributions. In addition, we may in the future distribute taxable dividends that are payable in part in shares of our common stock. In accordance with certain applicable U.S. Treasury regulations and published guidance issued by the Internal Revenue Service (“IRS”), a RIC may treat a distribution of its own common stock as fulfilling the RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash or common stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at least 10% of the aggregate declared distribution for distributions declared on or before December 31, 2020, and at least 20% of the aggregate declared distribution for distributions declared on or after January 1, 2021. If too many stockholders elect to receive cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). In no event will any stockholder electing to receive cash, receive less than the lesser of (a) the portion of the distribution such stockholder has elected to receive in cash or (b) an amount equal to his or her entire distribution times the percentage limitation on cash available for distribution. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount of the dividend paid in common stock will be equal to the amount of cash that could have been received instead of common stock. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our common stock at the time of the sale. Furthermore, with respect to Non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends including in respect of all or a portion of such dividend that is payable in common stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Dividend Reinvestment Plan

During the three months ended September 30, 2017,March 31, 2020, we issued 25,18373,369 shares of common stock under our dividend reinvestment plan. These issuances were not subject to the registration requirements under the Securities Act of 1933, as amended. The cash paid for shares of common stock issued under our dividend reinvestment plan during the three months ended September 30, 2017March 31, 2020 was approximately $0.3$0.4 million.  Other than shares issued under our dividend reinvestment plan, during the three months ended September 30, 2017 we did not sell any unregistered equity securities.

Item 3.Defaults Upon Senior Securities

None.
Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

On May 6, 2020, we entered into the Adviser Revolver, which has a maximum credit limit of $50.0 million, with $25.0 million available at close and an accordion feature for an additional $25.0 million in commitments from the Adviser. Any advance of funds under the Adviser Revolver, and any exercise of the accordion feature, must be approved by the Adviser in advance in its sole discretion. The Adviser Revolver expires on December 31, 2020, and borrowings thereunder bear an annual interest rate of 6.0%, payable quarterly. Any of our obligations under the Adviser Revolver are unsecured and are expressly subordinated and junior in right of payment to all of our other indebtedness for borrowed funds.
The description above is only a summary of the material provisions of the Adviser Revolver and is qualified in its entirety by reference to a copy of the Adviser Revolver, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
Item 5. Other Information

None.

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Item 6. Exhibits

Item 6.Exhibits
The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:

United States Securities and Exchange Commission:

(1)

(1)

Incorporated by reference to Exhibit (a) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(2)

(2)Incorporated by reference to Exhibit (b) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(3)

Incorporated by reference to Exhibit (d) to the Registrant’s Pre-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on January 22, 2014.

(4)

(3)

Incorporated by reference to Exhibit d(6) to the Registrant’s Post-Effective Amendment No. 6 to TriplePoint Venture Growth BDC Corp.’s Registration Statement on Form N-2 (File No. 333-204933) filed on July 14, 2017.

(5)

Incorporated by reference to Exhibit d(7) to the Registrant’s Post-Effective Amendment No. 6 to TriplePoint Venture Growth BDC Corp.’s Registration Statement on Form N-2 (File No. 333-204933) filed on July 14, 2017.

(6)

Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01044) filed on October 26, 2017.

March 19, 2020.
(*)    Filed herewith.

(7)

Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on October 26, 2017.

SIGNATURES

(8)

Included in the notes to the financial statements contained in this Report.

(*)

Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRIPLEPOINT VENTURE GROWTH BDC CORP.

TriplePoint Venture Growth BDC Corp.
Date: NovemberMay 6, 2017

2020

By:

By:

/s/ James P. Labe

James P. Labe
Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

Date: November 6, 2017

By:

/s/ Andrew J. Olson

TriplePoint Venture Growth BDC Corp.

Date: May 6, 2020

Andrew J. Olson, By:

/s/ Christopher M. Mathieu
Christopher M. Mathieu
Chief Financial Officer

(Principal Financial and Accounting Officer)

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