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(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MARYLAND
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46-3082016
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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TPVG
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The New York Stock Exchange
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5.75% Notes due 2022
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TPVY
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The New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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•
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“we,” “us” and “our” refer to TriplePoint Venture Growth BDC Corp., a Maryland corporation, and its wholly owned subsidiaries;
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“Adviser” refers to TriplePoint Advisers LLC, a Delaware limited liability company, our investment adviser and a subsidiary of TPC;
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“Administrator” refers to TriplePoint Administrator LLC, a Delaware limited liability company, our administrator and a subsidiary of our Adviser;
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“TPC” and “TriplePoint Capital” refers to TriplePoint Capital LLC, a Delaware limited liability company; and
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“Financing Subsidiary” refers to TPVG Variable Funding Company LLC, a Delaware limited liability company and our wholly owned subsidiary.
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Item 1.
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Business
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diversify their funding sources;
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augment their existing capital base and extend operating capital;
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scale business operations and accelerate growth;
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fund expenses ahead of anticipated corresponding revenue;
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expand product offerings through internal development or acquisitions;
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lower the upfront costs of capital expenditures;
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build and/or expand their leadership positions within their respective markets;
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accelerate and/or smooth out the timing of cash collections; and
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delay and/or postpone the need for their next round of equity financing, in each case, extending their cash available to fund operations without incurring substantial equity dilution during a critical time in their lifecycle when they are meaningfully building enterprise value.
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establishing debt financing relationships with select venture capital-backed companies across all five lifecycle stages of development;
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working with TPC’s select group of leading venture capital investors to identify debt financing opportunities within their portfolio companies that we believe have established management teams, strong investor support, large market opportunities, innovative technology or intellectual property and sufficient cash on hand and equity backing to support a potential debt financing opportunity on attractive risk-adjusted terms;
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developing debt financing relationships as early as possible in a venture capital-backed company’s lifecycle in order to have a real-time understanding of the company’s capital needs and be in a strategic position to evaluate and capitalize on additional investment opportunities as the company matures;
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diligently monitoring the progress and ongoing creditworthiness of a borrower; and
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serving as a creative, flexible and dependable financing partner with a focus on efficiency, responsiveness and customer service.
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Relationships—We seek to develop and maintain deep, longstanding and mutually beneficial relationships with TPC’s select group of leading venture capital investors, borrowers and entrepreneurs.
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Reputation—We seek to preserve and extend the strong reputation of TPC’s brand and franchise as a creative, flexible and dependable financing partner with a focus on efficiency, responsiveness and customer service when interacting with venture capital investors, borrowers and entrepreneurs and when originating, structuring, underwriting and monitoring our investments.
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References—We seek to make every venture capital investor, borrower and entrepreneur with whom we work a reference so that they not only work with us again but also encourage others to work with us. We believe that receiving referrals from TPC’s select group of leading venture capital investors, borrowers and entrepreneurs is a critical part of our investment origination process and differentiates us from other lenders.
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Returns—We believe that by focusing on relationships, reputation and references, in addition to utilizing our specialized and established credit and monitoring process, we will generate attractive risk-adjusted returns over the long-term.
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financing from a member of TPC’s select group of leading venture capital investors with whom TPC has an established history of providing secured loans alongside equity investments made by these venture capital investors;
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focused in technology, life sciences or other high growth industries and targeting an industry segment with a large and/or growing market opportunity;
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completion of their primary technology and product development;
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meaningful customer sales, commitments or orders and have generated or we believe are reasonably expected to generate within the current fiscal year or on an annualized run rate at least $20 million in revenues and a strong outlook for continued and/or potentially rapid revenue growth;
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a leadership position in its market (or the potential to establish a leadership position) with potential and/or defensible barriers to entry;
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an experienced and relatively complete senior management team with a successful track record;
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support from existing venture capital investors in the form of meaningful invested equity capital relative to our investment amount and/or reserved capital or willingness to invest additional capital as needed;
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strong likelihood of raising additional equity capital or achieving an exit in the form of an initial public offering or sale based on our determination;
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differentiated products, unique technology, proprietary intellectual property, and/or positive clinical results that may have intrinsic value on a stand-alone and/or liquidation basis;
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meaningful enterprise value relative to the size of our investment as indicated by a recent equity round valuation or as determined by a third-party with, in our Adviser’s senior investment team’s opinion, the potential for upside;
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a balanced current financial condition typically with 12 months or more of operating cash runway based on its projected cash burn and/or a path to profitability typically over a three to five year period from the date of our investment; and
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upcoming strategic and potential enterprise valuation-accreting business milestones that our investment can help provide operating cash runway for the company to achieve.
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Technology—areas of focus include: big data, cloud computing, communications, consumer, data storage, electronics, energy efficiency, hardware, information services, internet and media, networking, semiconductors, software, software-as-a-service, wireless communications and other technology related subsectors;
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Life Sciences—areas of focus include: biotechnology, diagnostic testing and bioinformatics, drug delivery, drug discovery, healthcare information systems, healthcare services, medical, surgical and therapeutic devices, pharmaceuticals and other life science related subsectors; and
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Other High Growth Industries—areas of focus vary depending upon our Adviser’s investment strategy.
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Size ranges from $5 million to $50 million. We generally target and balance our growth capital loan size to the total equity capital base, the current or near term enterprise value, revenue run rate and current and near term cash and liquidity profile of a prospective borrower;
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Short total repayments typically ranging from 36 to 60 months or less and provide for interest-only or moderate loan amortization in the early period of the loan, with the majority of the amortization deferred until 24 to 48 months after the loan’s funding date or a large lump sum payment on its maturity;
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Unlevered yield-to-maturity generally ranging from 10% to 18%, which may include current interest payments, upfront and facility fees, an end-of-term payment and/or a payment-in-kind (“PIK”) interest payment. Our end-of-term payments are contractual and fixed interest payments due at the maturity date of the loan, including upon prepayment, and are generally a fixed percentage of the original principal balance of the loan. A meaningful portion of the difference between our yield-to-maturity and the stated interest rate on the loan is recognized as non-cash income until it is paid;
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Equity “kickers” in the form of warrant investments to acquire preferred or common stock in the prospective borrower that allow us to participate in any potential equity appreciation and enhance our overall returns;
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Secured by a senior secured lien on all of the prospective borrower’s assets including a pledge or negative pledge on its intellectual property. For certain prospective borrowers we are the only form of secured debt (other than potentially specific equipment financing). Other prospective borrowers may also have a revolving loan, typically from a bank, to finance receivables, cash, billings, bookings or inventory, and the collateral for such financing may be the underlying financed asset, bank accounts and/or a senior lien having priority over our senior lien. In addition, there may be prospective borrowers that have a term loan facility, with or without an accompanying revolving loan, typically from a bank, that may have priority over our senior lien; and
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Limited and/or flexible covenant structures and with certain affirmative and negative covenants, default penalties, lien protection, investor abandonment provisions, material adverse change provisions, change-of-control provisions, restrictions on additional use of leverage, reimbursement for upfront and regular internal and third party expenses as well as prepayment penalties.
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Size ranges from $5 million to $25 million. We generally target the size of our equipment financing to anticipate the capital equipment needs for a prospective borrower over a twelve month period balanced by the total equity capital base, the current or near term enterprise value, revenue run rate and current and near term cash and liquidity profile of a prospective borrower;
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Short total repayments typically ranging from 36 to 48 months or less and provide for short interest-only periods followed by full amortization;
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Structured as full payout loans or leases with either buyout provisions based on the fair market value of the financed equipment or a fixed end-of term payment;
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Unlevered yield-to-maturity generally ranging from 10% to 15%, which may include current interest payments, upfront and facility fees, an end-of-term payment and/or a PIK interest payment. Our end-of-term payments are contractual and fixed interest payments due at the maturity date of the loan, including upon prepayment, and are generally a fixed percentage of the original principal balance of the loan. The portion of our end-of-term payments that equal the difference between our yield-to-maturity and the stated interest rate on the loan are recognized as non-cash income until they are paid;
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Equity “kickers” in the form of warrant investments to acquire preferred or common stock in the prospective borrower that allow us to participate in any potential equity appreciation and enhance our overall returns;
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Secured solely by the underlying equipment being financed. We expect that much of the equipment financed by us will consist of standard, off-the-shelf equipment, such as computers, electronic test and measurement, telecommunications, laboratory equipment, manufacturing or production equipment. In certain cases, a portion of an equipment financing may finance customized equipment, software and/or expenses or soft-costs which may not have any resale value; and
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Limited and/or flexible covenant structures with certain affirmative and negative covenants, default penalties, lien protection, investor abandonment provisions, material adverse change provisions, change-of-control provisions, reimbursement for upfront and regular internal and third party expenses as well as prepayment penalties.
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Size ranges from $1 million to $25 million. We generally structure our revolving loans subject to an advance rate against the company’s inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or equivalent, that serve as our sole or primary collateral in support of the repayment of such loans;
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Short total repayments typically ranging from 12 to 36 months or less and typically provide for interest-only periods and/or moderate loan amortization in the early period of the loan, with the majority of the amortization deferred until 12 to 24 months after the loan’s funding date or on its maturity date;
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Unlevered yield-to-maturity generally ranging from 1% above the applicable prime rate to 10%, which may include current interest payments, upfront and facility fees, an end-of-term payment and/or a PIK interest payment. Our end-of-term payments are contractual and fixed interest payments due at the maturity date of the loan, including upon prepayment, and are generally a fixed percentage of the original principal balance of the loan. The portion of our end-of-term payments that equal the difference between our yield-to-maturity and the stated interest rate on the loan are recognized as non-cash income until they are paid;
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Equity “kickers” in the form of warrant investments to acquire preferred or common stock in the prospective borrower that allow us to participate in any equity appreciation and enhance our overall returns;
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Secured by a senior secured lien on all of the prospective borrower’s assets including a pledge or negative pledge on its intellectual property or on all of the specific assets financed specifically by the revolving loan such as the company’s inventory, components, accounts receivable, contractual or future billings, bookings, revenues, sales or cash payments and collections including proceeds from a sale, financing or equivalent; and
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Some financial covenants which may include advance rates, borrowing formulas, excess concentrations, cash requirements, business contracts or milestones along with certain affirmative and negative covenants, default penalties, lien protection, investor abandonment provisions, material adverse change provisions, change-of-control provisions, restrictions on additional use of leverage, reimbursement for upfront and regular internal and third party expenses as well as prepayment penalties.
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cash flow either from achieving the strong and rapid revenue and profitability plans targeted at the time of our underwriting or in a downside risk scenario from reducing growth and associated operating expenses;
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receiving additional cash from new equity investors based on the progress and development made by the company and their outlook for growth or in a downside risk scenario from existing equity investors to avoid them from otherwise losing all of their invested capital given our ability to foreclose on our collateral;
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receiving acquisition offers from strategic or other financial investors or undertaking an initial public offering, given their large and growing market opportunities, the stage of development of their underlying technology and products and their financial profile; or
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in a worst case scenario, liquidating underlying assets including any proceeds from the sale of equipment, inventory, accounts receivable and/or intellectual property.
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venture capital investor quality, track record and expected level of participation in future financing events;
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management team experience, completeness, performance to date, and ability to perform;
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industry segment/market attractiveness and outlook, competitive dynamics, and growth potential;
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detailed assessment and analysis of the venture growth stage company’s current products or technology and future products or technology, including value proposition and return on investment to its customers and its ability to expand and grow its customer base;
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current and future financial position, including financial projections and sensitivity analyses, historical performance, cash balance and burn analysis, capitalization structure, feasibility of financial plan and underlying assumptions, break-even/profitability timing, future cash needs and future financing plans;
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stage of development and execution timeline and milestones and the likelihood and feasibility of achieving such milestones; and
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transaction risk/return profile—assessing the strengths, weaknesses, risks, loan-to-value, liquidation values and outlook of the borrower compared to the structure, pricing, potential returns, likelihood of repayment and collateral structure of the proposed debt financing.
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Category
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Category Definition
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Action Item
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Clear (1)
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Performing above expectations and/or strong financial or enterprise profile, value or coverage.
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Review quarterly.
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White (2)
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Performing at expectations and/or reasonably close to it. Reasonable financial or enterprise profile, value or coverage. Generally, all new loans are initially graded White.
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Contact portfolio company periodically in no event less than quarterly.
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Yellow (3)
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Performing generally below expectations and/or some proactive concern. Adequate financial or enterprise profile, value or coverage.
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Contact portfolio company monthly or more frequently as determined by our Adviser’s Investment Committee; contact venture capital investors.
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Orange (4)
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Needs close attention due to performance materially below expectations, weak financial and/or enterprise profile, concern regarding additional capital or exit equivalent.
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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.
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Red (5)
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Serious concern/trouble due to pending or actual default or equivalent. May experience partial and/or full loss.
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Maximize value from assets.
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December 31, 2019
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Credit Category
(dollars in thousands)
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Fair Value
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Percentage of Total Debt Investments
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Number of Portfolio Companies
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Clear (1)
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$
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121,866
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20.2
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%
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8
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White (2)
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425,016
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70.3
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%
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23
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Yellow (3)
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31,103
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5.1
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%
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3
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Orange (4)
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22,956
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3.8
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%
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1
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Red (5)
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3,577
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0.6
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%
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3
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$
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604,518
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100.0
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%
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38
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determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;
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identifies, evaluates and negotiates the structure of the investments we make;
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executes, closes, services and monitors the investments we make;
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determines the securities and other assets that we will purchase, retain or sell;
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performs due diligence on prospective investments; and
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provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.
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organization;
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calculating our net asset value (including the cost and expenses of any independent valuation firm);
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indemnification payments;
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providing managerial assistance to those portfolio companies that request it;
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marketing expenses;
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expenses relating to the development and maintenance of our website;
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fees and expenses payable to third parties, including agents, consultants or other advisors, in connection with monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and making investments;
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fees and expenses incurred in connection with obtaining debt financing;
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interest payable on debt, if any, incurred to finance our investments and expenses related to unsuccessful portfolio acquisition efforts;
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offerings of our common stock and other securities;
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investment advisory and management fees;
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administration fees, expenses and/or payments payable under the Administration Agreement;
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fees payable to third parties, including agents, consultants and other advisors, relating to, or associated with, evaluating and making investments, including costs associated with meeting potential financial sponsors;
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fees and expenses associated with origination efforts;
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transfer and dividend paying agents and custodial fees and expenses;
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federal and state registration fees;
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all costs of registration of our securities with appropriate regulatory agencies;
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all cost of listing our securities on any securities exchange;
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U.S. federal, state and local taxes;
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brokerage commissions;
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independent directors’ fees and expenses;
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costs of preparing and filing reports or other documents required by the Securities and Exchange Commission (“SEC”) or other regulators;
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costs of any reports, proxy statements or other notices to stockholders, including printing costs;
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costs associated with individual or groups of stockholders;
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our allocable portion of any fidelity bond, directors' and officers’ errors and omissions liability insurance, and any other insurance premiums;
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direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
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and all other expenses incurred by us or our Administrator or our Adviser in connection with administering our business, including payments under the Administration Agreement based on our allocable portion of our Administrator’s overhead in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the allocable portion of the costs of compensation and related expenses of our Chief Compliance Officer and Chief Financial Officer and their respective administrative support staffs.
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the nature, extent and quality of services provided by the Adviser to us;
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the investment performance of the Company and the Adviser;
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comparative data with respect to the investment performance of other BDCs with similar investment objectives, strategies, risks, restrictions and types of securities purchased;
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the fee structure under the Investment Advisory Agreement and the Adviser’s anticipated costs of providing services to us;
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comparative data with respect to advisory and incentive fees or similar expenses paid by other BDCs with similar investment objectives and asset levels;
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our operating expenses compared to those of other BDCs with similar investment objectives, strategies, risks, restrictions and types of securities purchased;
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any existing and potential sources of indirect income to the Adviser from its relationships with us and the profitability of those relationships;
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information about the services performed and the personnel performing such services under the Investment Advisory Agreement;
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economies of scale realized by the Adviser (or that possibly might be realized by the Adviser in the future) in connection with the Adviser’s provision of services to us; and
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the organizational capability and financial condition of the Adviser.
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Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.
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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 directly observable but are corroborated by observable market data.
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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.
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Our quarterly valuation process begins with each portfolio company or investment being initially valued by our Adviser’s professionals that are responsible for the portfolio investment;
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Preliminary valuation conclusions are then documented and discussed with our Adviser’s senior investment team and approved by the Adviser’s executive management team;
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At least once annually, the valuation for each portfolio investment is reviewed by an independent valuation firm. However, our Board does not have de minimis investments of less than 1.0% of our gross assets (up to an aggregate of 10% of our gross assets) independently reviewed, given the expenses involved in connection therewith;
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The Valuation Committee of the Board then reviews these preliminary valuations and makes fair value recommendations to the Board; and
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Our Board then discusses valuations and determines the fair value of each investment in our portfolio in good faith, based on the input of our Adviser, the respective independent valuation firms and our Valuation Committee.
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the net asset value of our common stock disclosed in the most recent periodic report we filed with the SEC;
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our management’s assessment of whether any material change in the net asset value has occurred (including through the realization of net gains on the sale of our investments) from the period beginning on the date of the most recently disclosed net asset value per share of our common stock and ending as of a time within 48 hours (excluding Sundays and holidays) of the sale of our common stock; and
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the magnitude of the difference between (i) a value that our Board or an authorized committee thereof has determined reflects the current (as of a time within 48 hours, excluding Sundays and holidays) net asset value of our common stock, which is based upon the net asset value disclosed in the most recent periodic report we filed with the SEC, as adjusted to reflect our management’s assessment of any material change in the net asset value since the date of the most recently disclosed net asset value, and (ii) the offering price of the shares of our common stock in the proposed offering.
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derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified publicly traded partnership,” or “QPTP,” hereinafter the “90% Gross Income Test;” and
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diversify our holdings so that, at the end of each quarter of each taxable year:
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at least 50% of the value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other RICs, and other securities, with other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of our total assets and not more than 10% of the outstanding voting securities of such issuer, and
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not more than 25% of the value of our total assets is invested in the securities of any issuer (other than U.S. Government securities and the securities of other regulated investment companies), the securities of any two or more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or the securities of one or more QPTPs, the Diversification Tests.
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at least 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;
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at least 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and
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certain undistributed amounts from previous years on which we paid no U.S. federal income tax.
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(1)
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securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An “eligible portfolio company” is defined in the 1940 Act as any issuer that:
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is organized under the laws of, and has its principal place of business in, the United States;
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is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and
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satisfies either of the following:
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i.
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does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum; or
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ii.
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is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result, the BDC has an affiliated person who is a director of the eligible portfolio company.
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(2)
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securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident to such a private transaction, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.
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(3)
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securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrant investments or rights relating to such securities.
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(4)
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cash, cash equivalents, U.S. government securities or high-quality debt securities that mature in one year or less from the date of investment.
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(1)
|
pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) our principal executive officer and principal financial officer must certify the accuracy of the financial statements contained in our periodic reports;
|
(2)
|
pursuant to Item 307 under Regulation S-K, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures;
|
(3)
|
pursuant to Rule 13a-15 under the Exchange Act, our management must prepare an annual report regarding its assessment of our internal control over financial reporting and must obtain an audit of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm; and
|
(4)
|
pursuant to Item 308 of Regulation S-K and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|
Item 1A.
|
Risk Factors
|
|
|
Assumed Return on our Portfolio (Net of Expenses)
|
|||||||||||||
|
|
(10.0)%
|
|
(5.0)%
|
|
0.0%
|
|
5.0%
|
|
10.0%
|
|||||
Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2019(1)
|
|
(26.4
|
)%
|
|
(16.1
|
)%
|
|
(5.9
|
)%
|
|
4.4
|
%
|
|
14.7
|
%
|
(1)
|
The calculation assumes the Company had (i) $684.1 million in total assets, (ii) $337.1 million in total debt outstanding, (iii) $332.5 million in net assets, (v) and a weighted average cost of borrowings of 5.8%.
|
•
|
the interest payments deferred on a PIK loan are subject to the risk that the borrower may default when the deferred payments are due in cash at the maturity of the loan;
|
•
|
the interest rates on PIK loans are higher to reflect the time-value of money on deferred interest payments and the higher credit risk of borrowers who may need to defer interest payments;
|
•
|
PIK instruments may have unreliable valuations because the accruals require judgments about ultimate collectability of the deferred payments and the value of the associated collateral;
|
•
|
an election to defer PIK interest payments by adding them to principal increases our gross assets and, thus, increases future base management fees to the Adviser and, because interest payments will then be payable on a larger principal amount, the PIK election also increases the Adviser’s future income incentive fees at a compounding rate;
|
•
|
market prices of OID instruments are more volatile because they are affected to a greater extent by interest rate changes than instruments that pay interest periodically in cash;
|
•
|
the deferral of interest on a PIK loan increases its loan-to-value ratio, which is a measure of the riskiness of a loan;
|
•
|
OID creates the risk of non-refundable cash payments to the Adviser based on non-cash accruals that may never be realized;
|
•
|
for U.S. federal income tax purposes, we will be required to make distributions of OID income to shareholders without receiving any cash and such distributions have to be paid from offering proceeds or the sale of assets without investors being given any notice of this fact; and
|
•
|
the required recognition of OID, including PIK, interest for U.S. federal income tax purposes may have a negative impact on liquidity, because it represents a non-cash component of our taxable income that must, nevertheless, be distributed in cash to investors to avoid it being subject to U.S. federal corporate-level taxation.
|
•
|
the ability to cause the commencement of enforcement proceedings against the collateral;
|
•
|
the ability to control the conduct of such proceedings;
|
•
|
the approval of amendments to collateral documents;
|
•
|
releases of liens on the collateral;
|
•
|
waivers of past defaults under collateral documents; and
|
•
|
we may not have the ability to control or direct such actions, even if our rights, including our security interest in the collateral, are materially and adversely affected.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which is not necessarily related to the operating performance of these companies;
|
•
|
any inability to deploy or invest our capital;
|
•
|
fluctuations in interest rates;
|
•
|
any inability to access the capital markets;
|
•
|
realized and unrealized losses in investments in our portfolio companies;
|
•
|
the financial performance of the industries in which we invest;
|
•
|
announcement of strategic developments, acquisitions, and other material events by us or our competitors or operating performance of companies comparable to us;
|
•
|
changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;
|
•
|
perception or reputation of TPC;
|
•
|
loss of our qualification as a RIC or BDC;
|
•
|
changes in earnings or variations in operating results;
|
•
|
changes in accounting guidelines governing valuation of our investments;
|
•
|
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
|
•
|
departure of, or loss of access to, members of our Adviser’s senior investment team;
|
•
|
operating performance of companies comparable to us; and
|
•
|
general economic trends and other external factors.
|
•
|
the time remaining to the maturity of these debt securities;
|
•
|
the outstanding principal amount of debt securities with terms identical to these debt securities;
|
•
|
the ratings assigned by national statistical ratings agencies;
|
•
|
the general economic environment;
|
•
|
the supply of debt securities trading in the secondary market, if any;
|
•
|
the redemption or repayment features, if any, of these debt securities;
|
•
|
the level, direction and volatility of market interest rates generally; and
|
•
|
market rates of interest higher or lower than rates borne by the debt securities.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
|
|
Closing Sales Price(2)
|
|
|
|
|
|
|
|
||||||||||||
Period
|
|
NAV(1)
|
|
High
|
|
Low
|
|
Premium/(Discount) of High Sales Price to NAV(3)
|
|
Premium/(Discount) of Low Sales Price to NAV(3)
|
|
Declared Distributions
|
|
||||||||||
First Quarter of 2020 (through March 4, 2020
|
|
*
|
|
|
$
|
14.42
|
|
|
$
|
12.04
|
|
|
*
|
|
|
*
|
|
|
$
|
0.36
|
|
|
|
Fourth Quarter of 2019
|
|
$
|
13.34
|
|
|
$
|
16.98
|
|
|
$
|
13.92
|
|
|
27.3
|
%
|
|
4.3
|
%
|
|
$
|
0.36
|
|
|
Third Quarter of 2019
|
|
$
|
13.47
|
|
|
$
|
17.04
|
|
|
$
|
14.33
|
|
|
26.5
|
%
|
|
6.4
|
%
|
|
$
|
0.36
|
|
|
Second Quarter of 2019
|
|
$
|
14.19
|
|
|
$
|
14.50
|
|
|
$
|
13.31
|
|
|
2.2
|
%
|
|
(6.2
|
)%
|
|
$
|
0.36
|
|
|
First Quarter of 2019
|
|
$
|
13.59
|
|
|
$
|
13.76
|
|
|
$
|
11.12
|
|
|
1.3
|
%
|
|
(18.2
|
)%
|
|
$
|
0.36
|
|
|
Fourth Quarter of 2018
|
|
$
|
13.50
|
|
|
$
|
13.55
|
|
|
$
|
10.38
|
|
|
0.4
|
%
|
|
(23.1
|
)%
|
|
$
|
0.46
|
|
(4)
|
Third Quarter of 2018
|
|
$
|
13.59
|
|
|
$
|
13.94
|
|
|
$
|
12.50
|
|
|
2.6
|
%
|
|
(8.0
|
)%
|
|
$
|
0.36
|
|
|
Second Quarter of 2018
|
|
$
|
13.45
|
|
|
$
|
13.26
|
|
|
$
|
11.82
|
|
|
(1.4
|
)%
|
|
(12.1
|
)%
|
|
$
|
0.36
|
|
|
First Quarter of 2018
|
|
$
|
13.34
|
|
|
$
|
13.23
|
|
|
$
|
11.50
|
|
|
(0.8
|
)%
|
|
(13.8
|
)%
|
|
$
|
0.36
|
|
|
(1)
|
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
|
(2)
|
Closing sales price as provided by the NYSE.
|
(3)
|
Calculated as of the respective high or low closing sales price divided by the quarter end NAV and subtracting 1.
|
(4)
|
Includes a $0.10 per share special distribution.
|
Item 6.
|
Selected Financial Data
|
|
|
For the Year Ended December 31, or as of December 31,
|
||||||||||||||||||
Selected Consolidated Financial Data
(in thousands, except per share data)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total investment and other income
|
|
$
|
73,387
|
|
|
$
|
64,648
|
|
|
$
|
51,510
|
|
|
$
|
43,635
|
|
|
$
|
42,086
|
|
Base management fee
|
|
8,569
|
|
|
6,868
|
|
|
6,268
|
|
|
5,525
|
|
|
5,428
|
|
|||||
Income and capital gains incentive fee
|
|
8,117
|
|
|
8,747
|
|
|
5,614
|
|
|
2,775
|
|
|
4,064
|
|
|||||
Interest expense and amortization of fees
|
|
12,405
|
|
|
9,080
|
|
|
9,061
|
|
|
7,859
|
|
|
6,285
|
|
|||||
All other operating expenses
|
|
6,043
|
|
|
4,964
|
|
|
4,301
|
|
|
4,465
|
|
|
4,350
|
|
|||||
Net investment income
|
|
38,253
|
|
|
34,989
|
|
|
26,266
|
|
|
23,011
|
|
|
21,959
|
|
|||||
Net realized gains (losses)
|
|
(621
|
)
|
|
1,668
|
|
|
(1,276
|
)
|
|
(20,718
|
)
|
|
(317
|
)
|
|||||
Net change in unrealized gains (losses) on investments
|
|
(5,874
|
)
|
|
(95
|
)
|
|
(5,763
|
)
|
|
8,833
|
|
|
(6,121
|
)
|
|||||
Net increase in net assets resulting from operations
|
|
$
|
31,758
|
|
|
$
|
36,562
|
|
|
$
|
19,227
|
|
|
$
|
11,126
|
|
|
$
|
15,521
|
|
Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment income per share
|
|
$
|
1.54
|
|
|
$
|
1.71
|
|
|
$
|
1.61
|
|
|
$
|
1.42
|
|
|
$
|
1.46
|
|
Net realized gains (losses) per share
|
|
$
|
(0.02
|
)
|
|
$
|
0.08
|
|
|
$
|
(0.01
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
(0.02
|
)
|
Net change in unrealized gains (losses) per share
|
|
$
|
(0.24
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.35
|
)
|
|
$
|
0.55
|
|
|
$
|
(0.40
|
)
|
Net realized (loss) on extinguishment of debt per share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net increase in net assets per share
|
|
$
|
1.28
|
|
|
$
|
1.78
|
|
|
$
|
1.18
|
|
|
$
|
0.69
|
|
|
$
|
1.03
|
|
Distributions per share
|
|
$
|
1.44
|
|
|
$
|
1.54
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.44
|
|
Basic and diluted weighted average shares of common stock outstanding
|
|
24,844
|
|
|
20,488
|
|
|
16,324
|
|
|
16,160
|
|
|
15,041
|
|
|||||
Common stock outstanding at period end
|
|
24,923
|
|
|
24,780
|
|
|
17,730
|
|
|
15,981
|
|
|
16,302
|
|
|||||
Balance Sheet Data at Period End:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments at fair value
|
|
$
|
653,129
|
|
|
$
|
433,417
|
|
|
$
|
372,103
|
|
|
$
|
374,311
|
|
|
$
|
271,717
|
|
Short-term investments at fair value
|
|
—
|
|
|
19,999
|
|
|
124,909
|
|
|
39,990
|
|
|
69,995
|
|
|||||
Cash and restricted cash
|
|
26,441
|
|
|
9,949
|
|
|
10,006
|
|
|
15,478
|
|
|
38,479
|
|
|||||
Other assets
|
|
4,578
|
|
|
3,689
|
|
|
3,266
|
|
|
4,443
|
|
|
2,132
|
|
|||||
Total assets
|
|
684,148
|
|
|
467,054
|
|
|
510,284
|
|
|
434,222
|
|
|
382,323
|
|
|||||
Revolving Credit Facility
|
|
262,300
|
|
|
23,000
|
|
|
67,000
|
|
|
115,000
|
|
|
18,000
|
|
|||||
2020 Notes, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,288
|
|
|
52,910
|
|
|||||
2022 Notes, net
|
|
73,454
|
|
|
72,943
|
|
|
72,433
|
|
|
—
|
|
|
—
|
|
|||||
Payable for U.S. Treasury bill assets
|
|
—
|
|
|
19,999
|
|
|
124,909
|
|
|
39,990
|
|
|
69,998
|
|
|||||
Other liabilities
|
|
15,888
|
|
|
16,581
|
|
|
10,997
|
|
|
10,081
|
|
|
9,769
|
|
|||||
Total liabilities
|
|
351,642
|
|
|
132,523
|
|
|
275,339
|
|
|
218,359
|
|
|
150,677
|
|
|||||
Net assets
|
|
$
|
332,506
|
|
|
$
|
334,531
|
|
|
$
|
234,945
|
|
|
$
|
215,863
|
|
|
$
|
231,646
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of portfolio companies
|
|
68
|
|
|
57
|
|
|
42
|
|
|
33
|
|
|
34
|
|
|||||
Weighted average portfolio yield on total debt investments during period(1)
|
|
15.0
|
%
|
|
17.1
|
%
|
|
16.4
|
%
|
|
14.4
|
%
|
|
17.0
|
%
|
(1)
|
The weighted average portfolio yields on total debt investments reflected above do not represent actual investment returns to the Company's stockholders.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
our future operating results;
|
•
|
our business prospects and the prospects of our portfolio companies;
|
•
|
our relationships with third parties, including venture capital investors;
|
•
|
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 TPC, the 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 economy and its impact on 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 cash resources and working capital; and
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies.
|
•
|
an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
|
•
|
a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
|
•
|
interest rate volatility could adversely affect our results, particularly given that we 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; and
|
•
|
the risks, uncertainties and other factors we identify in “Risk Factors” in this Annual Report on Form 10-K under Part 1A and in our other filings with the SEC.
|
|
|
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)
|
|
|
December 31, 2018
|
|
||||||||||||||
Investments by Type
(dollars in thousands)
|
|
Cost
|
|
Fair Value
|
|
Net Unrealized Gains (losses)
|
|
Number of
Investments
|
|
Number of
Companies
|
|
||||||
Debt investments
|
|
$
|
414,256
|
|
|
$
|
405,347
|
|
|
$
|
(8,909
|
)
|
|
82
|
|
29
|
|
Warrant investments
|
|
12,287
|
|
|
17,514
|
|
|
5,227
|
|
|
48
|
|
48
|
|
|||
Equity investments
|
|
8,541
|
|
|
10,556
|
|
|
2,015
|
|
|
14
|
|
12
|
|
|||
Total Investments in Portfolio Companies
|
|
$
|
435,084
|
|
|
$
|
433,417
|
|
|
$
|
(1,667
|
)
|
|
144
|
|
57
|
(1)
|
|
|
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.
|
|
|
December 31, 2018
|
|||||
Investments in Portfolio Companies by Industry
(dollars in thousands)
|
|
At Fair Value
|
|
Percentage of Total Investments
|
|||
Business Applications Software
|
|
$
|
113,162
|
|
|
26.1
|
%
|
Financial Institution and Services
|
|
80,291
|
|
|
18.5
|
|
|
Building Materials / Construction Machinery
|
|
37,464
|
|
|
8.6
|
|
|
Network Systems Management Software
|
|
30,835
|
|
|
7.1
|
|
|
E-Commerce - Clothing and Accessories
|
|
30,459
|
|
|
7.0
|
|
|
Entertainment
|
|
26,077
|
|
|
6.0
|
|
|
Real Estate Services
|
|
19,828
|
|
|
4.6
|
|
|
Wireless Communications Equipment
|
|
19,291
|
|
|
4.5
|
|
|
E-Commerce - Personal Goods
|
|
16,133
|
|
|
3.7
|
|
|
Biofuels / Biomass
|
|
14,213
|
|
|
3.3
|
|
|
General Media and Content
|
|
13,063
|
|
|
3.0
|
|
|
Consumer Retail
|
|
10,927
|
|
|
2.5
|
|
|
Consumer Products and Services
|
|
9,939
|
|
|
2.3
|
|
|
Educational / Training Software
|
|
2,099
|
|
|
0.5
|
|
|
Shopping Facilitators
|
|
2,000
|
|
|
0.5
|
|
|
Restaurant / Food Service
|
|
2,000
|
|
|
0.5
|
|
|
Database Software
|
|
1,996
|
|
|
0.5
|
|
|
Communications Software
|
|
1,060
|
|
|
0.2
|
|
|
Household & Office Goods
|
|
992
|
|
|
0.2
|
|
|
Travel & Leisure
|
|
627
|
|
|
0.1
|
|
|
Security Services
|
|
236
|
|
|
0.1
|
|
|
Conferencing Equipment / Services
|
|
203
|
|
|
0.1
|
|
|
Business to Business Marketplace
|
|
160
|
|
|
0.1
|
|
|
Food & Drug
|
|
129
|
|
|
*
|
|
|
Advertising / Marketing
|
|
104
|
|
|
*
|
|
|
Medical Software and Information Services
|
|
74
|
|
|
*
|
|
|
Human Resources / Recruitment
|
|
55
|
|
|
*
|
|
|
Total portfolio company investments
|
|
$
|
433,417
|
|
|
100.0
|
%
|
*
|
Amount represents less than 0.05% of the total portfolio investments.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
Debt Investments By Financing Product
(dollars in thousands)
|
|
Fair Value
|
|
Percentage of Total Debt Investments
|
|
Fair Value
|
|
Percentage of Total Debt Investments
|
||||||
Growth capital loans
|
|
$
|
599,030
|
|
|
99.1
|
%
|
|
$
|
356,861
|
|
|
88.0
|
%
|
Revolver loans
|
|
5,488
|
|
|
0.9
|
|
|
6,354
|
|
|
1.6
|
|
||
Equipment loans
|
|
—
|
|
|
—
|
|
|
38,265
|
|
|
9.4
|
|
||
Equipment leases
|
|
—
|
|
|
—
|
|
|
3,867
|
|
|
1.0
|
|
||
Total debt investments
|
|
$
|
604,518
|
|
|
100.0
|
%
|
|
$
|
405,347
|
|
|
100.0
|
%
|
|
|
For the Year Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Beginning portfolio at fair value
|
|
$
|
433,417
|
|
|
$
|
372,103
|
|
New debt investments, net(1)
|
|
407,582
|
|
|
257,850
|
|
||
Scheduled principal payments from debt investments
|
|
(37,490
|
)
|
|
(25,567
|
)
|
||
Early principal payments, repayments and recoveries
|
|
(164,118
|
)
|
|
(185,735
|
)
|
||
Accretion of debt investment fees
|
|
9,502
|
|
|
9,444
|
|
||
Payment-in-kind coupon
|
|
2,477
|
|
|
2,808
|
|
||
New warrant investments
|
|
6,585
|
|
|
4,669
|
|
||
New equity investments
|
|
3,342
|
|
|
1,000
|
|
||
Proceeds and dispositions of investments
|
|
(1,673
|
)
|
|
(4,775
|
)
|
||
Net realized gains (losses)
|
|
(621
|
)
|
|
1,715
|
|
||
Net unrealized gains (losses) on investments
|
|
(5,874
|
)
|
|
(95
|
)
|
||
Ending portfolio at fair value
|
|
$
|
653,129
|
|
|
$
|
433,417
|
|
Unfunded Commitments(1)
(in thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Dependent on milestones
|
|
$
|
59,333
|
|
|
$
|
87,500
|
|
Expiring during:
|
|
|
|
|
||||
2019
|
|
$
|
—
|
|
|
$
|
183,306
|
|
2020
|
|
188,083
|
|
|
111,000
|
|
||
2021
|
|
38,000
|
|
|
—
|
|
||
Total
|
|
$
|
226,083
|
|
|
$
|
294,306
|
|
Commitments and Fundings
(in thousands)
|
|
For the Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
|||||
Debt Commitments
|
|
|
|
|
||||
New portfolio companies
|
|
$
|
362,000
|
|
|
$
|
380,873
|
|
Existing portfolio companies
|
|
145,419
|
|
|
127,505
|
|
||
Total(1)
|
|
$
|
507,419
|
|
|
$
|
508,378
|
|
|
|
|
|
|
||||
Funded Debt Investments
|
|
$
|
418,093
|
|
|
$
|
263,941
|
|
|
|
|
|
|
||||
Equity Investments
|
|
$
|
3,343
|
|
|
$
|
1,000
|
|
|
|
|
|
|
||||
Non-Binding Term Sheets
|
|
$
|
869,131
|
|
|
$
|
885,267
|
|
Category
|
|
Category Definition
|
|
Action 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. Generally, all new loans are initially graded White.
|
|
Contact portfolio company periodically 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.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||
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
|
||||||
Clear (1)
|
|
$
|
121,866
|
|
|
20.2
|
%
|
|
8
|
|
$
|
112,032
|
|
|
27.6
|
%
|
|
7
|
White (2)
|
|
425,016
|
|
|
70.3
|
%
|
|
23
|
|
245,544
|
|
|
60.6
|
%
|
|
17
|
||
Yellow (3)
|
|
31,103
|
|
|
5.1
|
%
|
|
3
|
|
38,982
|
|
|
9.6
|
%
|
|
3
|
||
Orange (4)
|
|
22,956
|
|
|
3.8
|
%
|
|
1
|
|
6,789
|
|
|
1.7
|
%
|
|
1
|
||
Red (5)
|
|
3,577
|
|
|
0.6
|
%
|
|
3
|
|
2,000
|
|
|
0.5
|
%
|
|
1
|
||
|
|
$
|
604,518
|
|
|
100.0
|
%
|
|
38
|
|
$
|
405,347
|
|
|
100.0
|
%
|
|
29
|
Returns on Net Asset Value and Total Assets
Portfolio Yield(1)
|
|
For the Year Ended December 31,
|
||||
|
2019
|
|
2018
|
|||
Weighted average annualized portfolio yield on total debt investments(2)
|
|
15.0
|
%
|
|
17.1
|
%
|
Coupon income
|
|
10.1
|
%
|
|
10.7
|
%
|
Accretion of discount
|
|
1.1
|
%
|
|
1.0
|
%
|
Accretion of end-of-term payments
|
|
1.9
|
%
|
|
2.2
|
%
|
Impact of prepayments during the period
|
|
1.9
|
%
|
|
3.2
|
%
|
(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.
|
Returns on Net Asset Value and Total Assets
(dollars in thousands)
|
|
For the Year Ended December 31,
|
||||||
|
2019
|
|
2018
|
|||||
Net investment income
|
|
$
|
38,253
|
|
|
$
|
34,989
|
|
Net increase (decrease) in net assets
|
|
$
|
31,758
|
|
|
$
|
36,562
|
|
|
|
|
|
|
||||
Average net asset value(1)
|
|
$
|
343,919
|
|
|
$
|
275,889
|
|
Average total assets(1)
|
|
$
|
542,497
|
|
|
$
|
409,020
|
|
|
|
|
|
|
||||
Net investment income to average net asset value(2)
|
|
11.1
|
%
|
|
12.7
|
%
|
||
Net increase (decrease) in net assets to average net asset value(2)
|
|
9.2
|
%
|
|
13.3
|
%
|
||
|
|
|
|
|
||||
Net investment income to average total assets(2)
|
|
7.1
|
%
|
|
8.6
|
%
|
||
Net increase (decrease) in net assets to average total assets(2)
|
|
5.9
|
%
|
|
8.9
|
%
|
(1)
|
The average net asset values and the average total assets are computed based on daily balances.
|
(2)
|
Percentage is presented on an annualized basis.
|
Payments Due By Period
(in thousands)
|
|
December 31, 2019
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|||||||||||
Credit Facility
|
|
$
|
262,300
|
|
|
$
|
—
|
|
|
$
|
262,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2022 Notes
|
|
74,750
|
|
|
—
|
|
|
74,750
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
337,050
|
|
|
$
|
—
|
|
|
$
|
337,050
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class and Year
|
|
Total Amount Outstanding Exclusive of Treasury Securities(1)
|
|
Asset Coverage
per Unit(2)
|
|
Involuntary Liquidating Preference per Unit(3)
|
|
Average Market Value per Unit(4)
|
|||||||
Credit Facility
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2019
|
|
$
|
262,300
|
|
|
$
|
2.55
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2018
|
|
$
|
23,000
|
|
|
$
|
18.79
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2017
|
|
$
|
67,000
|
|
|
$
|
5.62
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2016
|
|
$
|
115,000
|
|
|
$
|
3.34
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2015
|
|
$
|
18,000
|
|
|
$
|
16.81
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2014
|
|
$
|
118,000
|
|
|
$
|
2.23
|
|
|
—
|
|
|
N/A
|
|
|
6.75% Notes due 2020
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2018
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2016(5)
|
|
$
|
54,625
|
|
|
$
|
7.03
|
|
|
—
|
|
|
$
|
25.25
|
|
As of December 31, 2015(5)
|
|
$
|
54,625
|
|
|
$
|
5.54
|
|
|
—
|
|
|
$
|
25.13
|
|
5.75% Notes due 2022
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2019(5)
|
|
$
|
74,750
|
|
|
$
|
8.96
|
|
|
—
|
|
|
$
|
25.60
|
|
As of December 31, 2018(5)
|
|
$
|
74,750
|
|
|
$
|
5.78
|
|
|
—
|
|
|
$
|
25.24
|
|
As of December 31, 2017(5)
|
|
$
|
74,750
|
|
|
$
|
5.04
|
|
|
—
|
|
|
$
|
25.46
|
|
Total Senior Securities
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2019
|
|
$
|
337,050
|
|
|
$
|
1.99
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2018
|
|
$
|
97,750
|
|
|
$
|
4.42
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2017
|
|
$
|
141,750
|
|
|
$
|
2.66
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2016
|
|
$
|
169,625
|
|
|
$
|
2.26
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2015
|
|
$
|
72,625
|
|
|
$
|
4.17
|
|
|
—
|
|
|
N/A
|
|
|
As of December 31, 2014
|
|
$
|
118,000
|
|
|
$
|
2.23
|
|
|
—
|
|
|
N/A
|
|
(1)
|
Total amount of senior securities outstanding at the end of the period presented (in thousands).
|
(2)
|
Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities and indebtedness not represented by senior securities, in relation to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
|
(3)
|
The amount to which such class of senior security would be entitled upon the involuntary liquidation of the issuer in preference to any security junior to it. The “—” indicates information which the SEC expressly does not require to be disclosed for certain types of senior securities.
|
(4)
|
Not applicable for credit facility senior securities as they are not registered for public trading. For the 6.75% Notes due 2020 (the “2020 Notes”), the amounts represent the average of the daily closing prices on the NYSE for the year ended December 31, 2016 and for the period from August 4, 2015 (date of issuance) through December 31, 2015. For the 2022 Notes, the amount represents the average of the daily closing prices on the NYSE for the year ended December 31, 2019, the year ended December 31, 2018 and the period from July 14, 2017 (date of issuance) through December 31, 2017.
|
(5)
|
2020 Notes and 2022 Notes are disclosed at the gross amount outstanding.
|
Unfunded Commitments for Growth Capital Loans (unless otherwise noted)(1)
(in thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Toast, Inc.
|
|
$
|
35,000
|
|
|
$
|
60,000
|
|
BlueVine Capital, Inc.
|
|
30,000
|
|
|
20,000
|
|
||
Grove Collaborative, Inc.
|
|
21,750
|
|
|
10,000
|
|
||
Hims, Inc.
|
|
25,000
|
|
|
—
|
|
||
OfferUp Inc.
|
|
20,000
|
|
|
—
|
|
||
Freshly Inc.
|
|
18,000
|
|
|
—
|
|
||
Curology, Inc.
|
|
15,000
|
|
|
—
|
|
||
Capsule Corporation
|
|
10,000
|
|
|
10,000
|
|
||
Moda Operandi, Inc.
|
|
10,000
|
|
|
—
|
|
||
Signifyd, Inc.
|
|
10,000
|
|
|
—
|
|
||
Transfix, Inc.
|
|
10,000
|
|
|
—
|
|
||
Sonder USA, Inc.
|
|
8,333
|
|
|
5,000
|
|
||
Nurx Inc.
|
|
5,000
|
|
|
—
|
|
||
OneSource Virtual
|
|
5,000
|
|
|
10,000
|
|
||
Brooklinen, Inc.
|
|
3,000
|
|
|
—
|
|
||
GoEuro Corp.
|
|
—
|
|
|
30,000
|
|
||
Fiverr International, Inc.
|
|
—
|
|
|
30,000
|
|
||
Quip NYC, Inc.
|
|
—
|
|
|
25,000
|
|
||
Qubole, Inc.
|
|
—
|
|
|
15,000
|
|
||
Stance, Inc.
|
|
—
|
|
|
13,000
|
|
||
FabFitFun, Inc.
|
|
—
|
|
|
10,000
|
|
||
Factual, Inc.
|
|
—
|
|
|
10,000
|
|
||
Hired, Inc.
|
|
—
|
|
|
10,000
|
|
||
Homelight, Inc.
|
|
—
|
|
|
10,000
|
|
||
WorldRemit Limited
|
|
—
|
|
|
10,000
|
|
||
Passport Labs, Inc.
|
|
—
|
|
|
6,000
|
|
||
Tangible Play, Inc.
|
|
—
|
|
|
6,000
|
|
||
Clutter, Inc.
|
|
—
|
|
|
2,306
|
|
||
Prodigy Finance Limited
|
|
—
|
|
|
2,000
|
|
||
Total
|
|
$
|
226,083
|
|
|
$
|
294,306
|
|
(1)
|
Does not include backlog of potential future commitments. Refer to “Investment Activity” above.
|
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
|
|
|
|
Total cash distributions
|
|
|
|
|
|
|
|
$
|
8.52
|
|
|
(1)
|
The amount of this initial distribution reflected a quarterly dividend 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.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
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
|
|
$
|
11,548
|
|
|
$
|
(7,869
|
)
|
|
$
|
3,679
|
|
Up 200 basis points
|
|
$
|
7,131
|
|
|
$
|
(5,246
|
)
|
|
$
|
1,885
|
|
Up 100 basis points
|
|
$
|
2,713
|
|
|
$
|
(2,623
|
)
|
|
$
|
90
|
|
Up 50 basis points
|
|
$
|
504
|
|
|
$
|
(1,312
|
)
|
|
$
|
(808
|
)
|
Down 50 basis points
|
|
$
|
(1,705
|
)
|
|
$
|
1,312
|
|
|
$
|
(393
|
)
|
Down 100 basis points
|
|
$
|
(1,705
|
)
|
|
$
|
2,623
|
|
|
$
|
918
|
|
Down 200 basis points
|
|
$
|
(1,705
|
)
|
|
$
|
4,563
|
|
|
$
|
2,858
|
|
Down 300 basis points
|
|
$
|
(1,705
|
)
|
|
$
|
4,563
|
|
|
$
|
2,858
|
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Investments at fair value (amortized cost of $660,675 and $435,084, respectively)
|
$
|
653,129
|
|
|
$
|
433,417
|
|
Short-term investments at fair value (cost of $0 and $19,999, respectively)
|
—
|
|
|
19,999
|
|
||
Cash
|
20,285
|
|
|
3,382
|
|
||
Restricted cash
|
6,156
|
|
|
6,567
|
|
||
Deferred credit facility costs
|
1,603
|
|
|
1,179
|
|
||
Prepaid expenses and other assets
|
2,975
|
|
|
2,510
|
|
||
Total assets
|
$
|
684,148
|
|
|
$
|
467,054
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Revolving Credit Facility
|
$
|
262,300
|
|
|
$
|
23,000
|
|
2022 Notes, net
|
73,454
|
|
|
72,943
|
|
||
Payable for U.S. Treasury bill assets
|
—
|
|
|
19,999
|
|
||
Base management fee payable
|
2,462
|
|
|
1,725
|
|
||
Income incentive fee payable
|
1,362
|
|
|
2,558
|
|
||
Accrued capital gains incentive fee
|
—
|
|
|
—
|
|
||
Payable to directors and officers
|
86
|
|
|
64
|
|
||
Other accrued expenses and liabilities
|
11,978
|
|
|
12,234
|
|
||
Total liabilities
|
$
|
351,642
|
|
|
$
|
132,523
|
|
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; 24,923 and 24,780 shares issued and outstanding, respectively)
|
249
|
|
|
248
|
|
||
Paid-in capital in excess of par value
|
333,052
|
|
|
331,329
|
|
||
Total distributable earnings (loss)
|
(795
|
)
|
|
2,954
|
|
||
Total net assets
|
$
|
332,506
|
|
|
$
|
334,531
|
|
Total liabilities and net assets
|
$
|
684,148
|
|
|
$
|
467,054
|
|
|
|
|
|
||||
Net asset value per share
|
$
|
13.34
|
|
|
$
|
13.50
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Investment income
|
|
|
|
|
|
||||||
Interest income from investments
|
$
|
70,524
|
|
|
$
|
62,610
|
|
|
$
|
50,035
|
|
Other income
|
|
|
|
|
|
||||||
Expirations / terminations of unfunded commitments
|
1,710
|
|
|
540
|
|
|
458
|
|
|||
Other fees
|
1,153
|
|
|
1,498
|
|
|
1,017
|
|
|||
Total investment and other income
|
73,387
|
|
|
64,648
|
|
|
51,510
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses
|
|
|
|
|
|
||||||
Base management fee
|
8,569
|
|
|
6,868
|
|
|
6,268
|
|
|||
Income incentive fee
|
8,117
|
|
|
8,747
|
|
|
5,614
|
|
|||
Capital gains incentive fee
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest expense and amortization of fees
|
12,405
|
|
|
9,080
|
|
|
9,061
|
|
|||
Administration agreement expenses
|
1,786
|
|
|
1,713
|
|
|
1,404
|
|
|||
General and administrative expenses
|
4,257
|
|
|
3,251
|
|
|
2,897
|
|
|||
Total operating expenses
|
35,134
|
|
|
29,659
|
|
|
25,244
|
|
|||
|
|
|
|
|
|
||||||
Net investment income
|
38,253
|
|
|
34,989
|
|
|
26,266
|
|
|||
|
|
|
|
|
|
||||||
Net realized and unrealized gains (losses)
|
|
|
|
|
|
||||||
Net realized gains (losses) on investments
|
(621
|
)
|
|
1,668
|
|
|
(164
|
)
|
|||
Net change in unrealized gains (losses) on investments
|
(5,874
|
)
|
|
(95
|
)
|
|
(5,763
|
)
|
|||
Net realized (loss) on extinguishment of debt
|
—
|
|
|
—
|
|
|
(1,112
|
)
|
|||
Net realized and unrealized gains (losses)
|
(6,495
|
)
|
|
1,573
|
|
|
(7,039
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
$
|
31,758
|
|
|
$
|
36,562
|
|
|
$
|
19,227
|
|
|
|
|
|
|
|
||||||
Basic and diluted net investment income per share
|
$
|
1.54
|
|
|
$
|
1.71
|
|
|
$
|
1.61
|
|
Basic and diluted net increase in net assets per share
|
$
|
1.28
|
|
|
$
|
1.78
|
|
|
$
|
1.18
|
|
Basic and diluted weighted average shares of common stock outstanding
|
24,844
|
|
|
20,488
|
|
|
16,324
|
|
|
|
|
Paid-in capital in excess of par value
|
|
Total distributable earnings (loss)
|
|
Net assets
|
|||||||||||
|
Common stock
|
|
|
|
||||||||||||||
|
Shares
|
|
Par value
|
|
|
|
||||||||||||
Balance at December 31, 2016
|
15,981
|
|
|
$
|
160
|
|
|
$
|
212,013
|
|
|
$
|
3,690
|
|
|
$
|
215,863
|
|
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
—
|
|
|
—
|
|
|
19,227
|
|
|
19,227
|
|
||||
Issuance of common stock
|
1,668
|
|
|
16
|
|
|
22,456
|
|
|
—
|
|
|
22,472
|
|
||||
Distributions reinvested in common stock
|
81
|
|
|
1
|
|
|
1,038
|
|
|
—
|
|
|
1,039
|
|
||||
Distributions from net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,656
|
)
|
|
(23,656
|
)
|
||||
Tax reclassification
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
19
|
|
|
—
|
|
||||
Balance at December 31, 2017
|
17,730
|
|
|
$
|
177
|
|
|
$
|
235,488
|
|
|
$
|
(720
|
)
|
|
$
|
234,945
|
|
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,562
|
|
|
$
|
36,562
|
|
Issuance of common stock
|
6,925
|
|
|
70
|
|
|
94,542
|
|
|
—
|
|
|
94,612
|
|
||||
Distributions reinvested in common stock
|
125
|
|
|
1
|
|
|
1,454
|
|
|
—
|
|
|
1,455
|
|
||||
Distributions from net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,043
|
)
|
|
(33,043
|
)
|
||||
Tax reclassification
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
155
|
|
|
—
|
|
||||
Balance at December 31, 2018
|
24,780
|
|
|
$
|
248
|
|
|
$
|
331,329
|
|
|
$
|
2,954
|
|
|
$
|
334,531
|
|
Net increase (decrease) in net assets resulting from operations
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,758
|
|
|
$
|
31,758
|
|
Issuance of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Distributions reinvested in common stock
|
143
|
|
|
1
|
|
|
1,982
|
|
|
—
|
|
|
1,983
|
|
||||
Distributions from net investment income
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,766
|
)
|
|
(35,766
|
)
|
||||
Tax reclassification
|
—
|
|
|
—
|
|
|
(259
|
)
|
|
259
|
|
|
—
|
|
||||
Balance at December 31, 2019
|
24,923
|
|
|
$
|
249
|
|
|
$
|
333,052
|
|
|
$
|
(795
|
)
|
|
$
|
332,506
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net increase in net assets resulting from operations
|
$
|
31,758
|
|
|
$
|
36,562
|
|
|
$
|
19,227
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Fundings and purchases of investments, net
|
(417,182
|
)
|
|
(263,519
|
)
|
|
(233,232
|
)
|
|||
Sales (purchase) of short-term investments, net
|
19,999
|
|
|
104,910
|
|
|
(84,919
|
)
|
|||
Principal payments and proceeds from investments
|
203,039
|
|
|
215,401
|
|
|
234,594
|
|
|||
Payment-in-kind interest on investments
|
(2,477
|
)
|
|
(2,808
|
)
|
|
(2,124
|
)
|
|||
Net change in unrealized (gains) losses on investments
|
5,874
|
|
|
95
|
|
|
5,763
|
|
|||
Net realized (gains) losses on investments
|
621
|
|
|
(1,668
|
)
|
|
1,276
|
|
|||
Amortization and accretion of premiums and discounts, net
|
(3,601
|
)
|
|
3,449
|
|
|
(2,305
|
)
|
|||
(Accretion) reduction of end-of-term payments, net of prepayments
|
(5,901
|
)
|
|
(12,895
|
)
|
|
(660
|
)
|
|||
Amortization of debt fees and issuance costs
|
1,572
|
|
|
1,537
|
|
|
1,298
|
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||
Payable for U.S. Treasury bill assets
|
(19,999
|
)
|
|
(104,910
|
)
|
|
84,919
|
|
|||
Prepaid expenses and other assets
|
(465
|
)
|
|
495
|
|
|
349
|
|
|||
Base management fee payable
|
737
|
|
|
262
|
|
|
14
|
|
|||
Income incentive fee payable
|
(1,196
|
)
|
|
1,464
|
|
|
(114
|
)
|
|||
Payable to directors and officers
|
22
|
|
|
(4
|
)
|
|
5
|
|
|||
Other accrued expenses and liabilities
|
(341
|
)
|
|
3,808
|
|
|
1,011
|
|
|||
Net cash (used in) provided by operating activities
|
(187,540
|
)
|
|
(17,821
|
)
|
|
25,102
|
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
(Repayments) borrowings under revolving credit facility, net
|
239,300
|
|
|
(44,000
|
)
|
|
(48,000
|
)
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Distributions paid, net
|
(33,783
|
)
|
|
(31,588
|
)
|
|
(22,617
|
)
|
|||
Deferred credit facility costs
|
(1,485
|
)
|
|
(1,260
|
)
|
|
—
|
|
|||
Repayment of 2020 Notes
|
—
|
|
|
—
|
|
|
(54,625
|
)
|
|||
Net proceeds from issuance of 2022 Notes
|
—
|
|
|
—
|
|
|
72,196
|
|
|||
Net proceeds from issuance of common stock
|
—
|
|
|
94,612
|
|
|
22,472
|
|
|||
Net cash provided by (used in) financing activities
|
204,032
|
|
|
17,764
|
|
|
(30,574
|
)
|
|||
Net change in cash and restricted cash
|
16,492
|
|
|
(57
|
)
|
|
(5,472
|
)
|
|||
Cash and restricted cash at beginning of period
|
9,949
|
|
|
10,006
|
|
|
15,478
|
|
|||
Cash and restricted cash at end of period
|
$
|
26,441
|
|
|
$
|
9,949
|
|
|
$
|
10,006
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
10,320
|
|
|
$
|
7,491
|
|
|
$
|
7,520
|
|
Distributions reinvested
|
$
|
1,984
|
|
|
$
|
1,456
|
|
|
$
|
1,039
|
|
Offering costs yet to be paid
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash
|
$
|
20,285
|
|
|
$
|
3,382
|
|
|
$
|
4,484
|
|
Restricted cash
|
6,156
|
|
|
6,567
|
|
|
5,522
|
|
|||
Total cash and restricted cash shown in the statement of cash flows
|
$
|
26,441
|
|
|
$
|
9,949
|
|
|
$
|
10,006
|
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(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
(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
(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
(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
(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
(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
(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
(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
(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 Investment Company Act of 1940, as amended (the “1940 Act”). As of December 31,
|
(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 Company’s board of directors (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 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
(in thousands)
As of December 31, 2018
|
||||||||||||||||||
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.
|
|
Growth Capital Loan (7.00% interest rate, 9.00% EOT payment)
|
|
3/5/2014
|
|
$
|
13,246
|
|
|
$
|
14,781
|
|
|
$
|
14,213
|
|
|
4/30/2020
|
Total Biofuels / Biomass 4.25%*
|
|
|
|
13,246
|
|
|
14,781
|
|
|
14,213
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Building Materials/Construction Machinery
|
|
|
|
|
|
|
|
|
|
|
||||||||
View, Inc.
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
6/13/2017
|
|
11,419
|
|
|
11,648
|
|
|
11,706
|
|
|
6/30/2021
|
|||
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
6/30/2017
|
|
5,467
|
|
|
5,570
|
|
|
5,598
|
|
|
6/30/2021
|
|||
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
7/26/2017
|
|
7,575
|
|
|
7,682
|
|
|
7,721
|
|
|
7/31/2021
|
|||
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
9/29/2017
|
|
1,802
|
|
|
1,810
|
|
|
1,820
|
|
|
9/30/2021
|
|||
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
11/14/2017
|
|
2,326
|
|
|
2,319
|
|
|
2,330
|
|
|
11/30/2021
|
|||
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
11/30/2017
|
|
1,865
|
|
|
1,856
|
|
|
1,865
|
|
|
11/30/2021
|
|||
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
12/29/2017
|
|
2,724
|
|
|
2,701
|
|
|
2,715
|
|
|
12/31/2021
|
|||
|
|
Equipment Loan (Prime + 8.00% interest rate, 14.00% EOT payment)
|
|
12/29/2017
|
|
2,854
|
|
|
2,830
|
|
|
2,845
|
|
|
12/31/2021
|
|||
Total Building Materials/Construction Machinery 10.94%*
|
|
|
|
36,032
|
|
|
36,416
|
|
|
36,600
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Business Applications Software
|
|
|
|
|
|
|
|
|
|
|
||||||||
FinancialForce.com, Inc.
|
|
Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)
|
|
12/27/2016
|
|
15,000
|
|
|
15,043
|
|
|
15,600
|
|
|
12/31/2020
|
|||
|
|
Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)
|
|
6/23/2017
|
|
15,000
|
|
|
14,841
|
|
|
15,600
|
|
|
6/30/2021
|
|||
|
|
Growth Capital Loan (Prime + 7.50% interest rate, 4.00% EOT payment)
|
|
9/29/2017
|
|
15,000
|
|
|
14,695
|
|
|
15,600
|
|
|
9/30/2021
|
|||
|
|
|
|
|
|
45,000
|
|
|
44,579
|
|
|
46,800
|
|
|
|
|||
HI.Q, Inc.
|
|
Growth Capital Loan (11.00% interest rate, 2.00% EOT payment)
|
|
12/17/2018
|
|
13,250
|
|
|
12,993
|
|
|
12,993
|
|
|
6/30/2023
|
|||
MapR Technologies, Inc.
|
|
Equipment Lease (8.25% interest rate, 10.00% EOT payment)(1)
|
|
1/29/2016
|
|
6
|
|
|
18
|
|
|
18
|
|
|
1/31/2019
|
|||
|
|
Equipment Lease (8.25% interest rate, 10.00% EOT payment)(1)
|
|
6/23/2016
|
|
382
|
|
|
507
|
|
|
507
|
|
|
6/30/2019
|
|||
|
|
Equipment Loan (6.50% interest rate,10.00% EOT payment)
|
|
12/30/2016
|
|
183
|
|
|
260
|
|
|
260
|
|
|
6/30/2019
|
|||
|
|
Equipment Lease (8.50% interest rate, 10.00% EOT payment)(1)
|
|
12/30/2016
|
|
72
|
|
|
82
|
|
|
82
|
|
|
12/31/2019
|
|||
|
|
Equipment Loan (6.75% interest rate,10.00% EOT payment)
|
|
4/27/2017
|
|
115
|
|
|
140
|
|
|
140
|
|
|
10/31/2019
|
|||
|
|
Equipment Lease (8.75% interest rate, 10.00% EOT payment)(1)
|
|
4/27/2017
|
|
282
|
|
|
305
|
|
|
305
|
|
|
4/30/2020
|
|||
|
|
Equipment Loan (7.00% interest rate,10.00% EOT payment)
|
|
7/28/2017
|
|
67
|
|
|
77
|
|
|
77
|
|
|
1/31/2020
|
|||
|
|
Equipment Lease (9.00% interest rate, 10.00% EOT payment)(1)
|
|
7/28/2017
|
|
412
|
|
|
436
|
|
|
436
|
|
|
7/31/2020
|
|||
|
|
Equipment Loan (7.00% interest rate,10.00% EOT payment)
|
|
10/31/2017
|
|
458
|
|
|
504
|
|
|
504
|
|
|
4/30/2020
|
|||
|
|
Equipment Lease (9.00% interest rate, 10.00% EOT payment)(1)
|
|
10/31/2017
|
|
379
|
|
|
393
|
|
|
393
|
|
|
10/31/2020
|
|||
|
|
Equipment Loan (7.25% interest rate,10.00% EOT payment)
|
|
1/31/2018
|
|
218
|
|
|
232
|
|
|
232
|
|
|
7/31/2020
|
|||
|
|
Equipment Lease (9.25% interest rate, 10.00% EOT payment)(1)
|
|
1/31/2018
|
|
329
|
|
|
336
|
|
|
336
|
|
|
1/31/2021
|
|||
|
|
Equipment Loan (7.50% interest rate,10.00% EOT payment)
|
|
4/30/2018
|
|
138
|
|
|
143
|
|
|
143
|
|
|
10/31/2020
|
|||
|
|
Equipment Lease (9.50% interest rate, 10.00% EOT payment)(1)
|
|
4/30/2018
|
|
503
|
|
|
509
|
|
|
509
|
|
|
4/30/2021
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(in thousands)
As of December 31, 2018
|
||||||||||||||||||
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition
Date(12)
|
|
Outstanding
Principal
|
|
Cost(6)
|
|
Fair Value
|
|
Maturity
Date
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Equipment Loan (7.75% interest rate,10.00% EOT payment)
|
|
7/31/2018
|
|
$
|
305
|
|
|
$
|
309
|
|
|
$
|
309
|
|
|
1/31/2021
|
|
|
Equipment Lease (9.75% interest rate, 10.00% EOT payment)(1)
|
|
7/31/2018
|
|
668
|
|
|
668
|
|
|
668
|
|
|
7/31/2021
|
|||
|
|
Equipment Loan (10.0% interest rate)
|
|
12/18/2018
|
|
418
|
|
|
418
|
|
|
418
|
|
|
9/30/2019
|
|||
|
|
|
|
|
|
4,935
|
|
|
5,337
|
|
|
5,337
|
|
|
|
|||
OneSource Virtual, Inc.
|
|
Growth Capital Loan (Prime + 2.50% interest rate, 2.25% EOT payment)
|
|
6/29/2018
|
|
10,000
|
|
|
10,125
|
|
|
10,125
|
|
|
3/31/2019
|
|||
Passport Labs, Inc.
|
|
Growth Capital Loan (Prime + 4.25% interest rate, 5.25% EOT payment)
|
|
10/11/2018
|
|
19,000
|
|
|
18,674
|
|
|
18,674
|
|
|
10/31/2022
|
|||
Quantcast Corporation
|
|
Growth Capital Loan (Prime + 6.25% interest rate, 6.00% EOT payment)
|
|
3/12/2018
|
|
15,000
|
|
|
15,008
|
|
|
15,083
|
|
|
3/31/2021
|
|||
Total Business Applications Software 32.59%*
|
|
|
|
107,185
|
|
|
106,716
|
|
|
109,012
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Products and Services
|
|
|
|
|
|
|
|
|
|
|
||||||||
Clutter, Inc.
|
|
Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment)
|
|
10/30/2018
|
|
6,303
|
|
|
6,151
|
|
|
6,151
|
|
|
10/31/2020
|
|||
|
|
Growth Capital Loan (Prime + 4.50% interest rate, 4.00% EOT payment)
|
|
10/30/2018
|
|
5,000
|
|
|
4,863
|
|
|
4,863
|
|
|
10/31/2021
|
|||
|
|
Growth Capital Loan (Prime + 3.00% interest rate, 4.00% EOT payment)
|
|
12/27/2018
|
|
1,391
|
|
|
1,352
|
|
|
1,352
|
|
|
12/31/2020
|
|||
Total Consumer Products and Services 3.70%*
|
|
|
|
12,694
|
|
|
12,366
|
|
|
12,366
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Consumer Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
LovePop, Inc.
|
|
Growth Capital Loan (Prime + 4.75% interest rate, 6.75% EOT payment)
|
|
11/5/2018
|
|
10,000
|
|
|
9,771
|
|
|
9,771
|
|
|
11/30/2021
|
|||
Total Consumer Retail - 2.92%*
|
|
|
|
10,000
|
|
|
9,771
|
|
|
9,771
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Database Software
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
SimpliVity Corporation
|
|
Equipment Lease (7.00% interest rate, 10.00% EOT payment)(1)
|
|
2/16/2016
|
|
71
|
|
|
182
|
|
|
182
|
|
|
2/28/2019
|
|||
|
|
Equipment Lease (7.00% interest rate, 10.00% EOT payment)(1)
|
|
3/21/2016
|
|
6
|
|
|
13
|
|
|
13
|
|
|
3/31/2019
|
|||
Total Database Software 0.06%*
|
|
|
|
77
|
|
|
195
|
|
|
195
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
E-Commerce - Clothing and Accessories
|
|
|
|
|
|
|
|
|
|
|
||||||||
FabFitFun, Inc.
|
|
Growth Capital Loan (10.50% interest rate, 6.00% EOT payment)
|
|
2/26/2018
|
|
5,000
|
|
|
4,982
|
|
|
5,010
|
|
|
2/28/2021
|
|||
Outfittery GMBH(1)(2)(3)
|
|
Growth Capital Loan (12.25% interest rate, 9.00% EOT payment)
|
|
8/11/2017
|
|
7,127
|
|
|
7,093
|
|
|
6,833
|
|
|
8/31/2021
|
|||
|
|
Growth Capital Loan (12.00% interest rate, 9.00% EOT payment)
|
|
6/7/2018
|
|
2,360
|
|
|
2,280
|
|
|
2,212
|
|
|
6/30/2021
|
|||
|
|
Growth Capital Loan (12.75% interest rate, 9.00% EOT payment)
|
|
12/28/2018
|
|
2,294
|
|
|
2,151
|
|
|
2,147
|
|
|
12/31/2021
|
|||
|
|
|
|
|
|
11,781
|
|
|
11,524
|
|
|
11,192
|
|
|
|
|||
Stance, Inc.
|
|
Growth Capital Loan (Prime + 4.50% interest rate, 5.50% EOT payment)
|
|
11/1/2018
|
|
2,000
|
|
|
1,991
|
|
|
1,991
|
|
|
4/30/2020
|
|||
Untuckit LLC
|
|
Growth Capital Loan (Prime + 4.00% interest rate, 4.50% EOT payment)
|
|
5/11/2018
|
|
2,301
|
|
|
2,340
|
|
|
2,340
|
|
|
11/30/2019
|
|||
|
|
Growth Capital Loan (Prime + 4.00% interest rate, 4.50% EOT payment)
|
|
9/18/2018
|
|
3,000
|
|
|
3,015
|
|
|
3,015
|
|
|
3/31/2020
|
|||
|
|
Growth Capital Loan (Prime + 4.75% interest rate, 4.50% EOT payment)
|
|
9/28/2018
|
|
4,500
|
|
|
4,478
|
|
|
4,478
|
|
|
3/31/2020
|
|||
|
|
|
|
|
|
9,801
|
|
|
9,833
|
|
|
9,833
|
|
|
|
|||
Total E-Commerce - Clothing and Accessories 8.38%*
|
|
|
|
28,582
|
|
|
28,330
|
|
|
28,026
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(in thousands)
As of December 31, 2018
|
||||||||||||||||||
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition
Date(12)
|
|
Outstanding
Principal
|
|
Cost(6)
|
|
Fair Value
|
|
Maturity
Date
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
E-Commerce - Personal Goods
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Enjoy Technology, Inc.
|
|
Growth Capital Loan (Prime + 5.25% interest rate, 5.50% EOT payment)
|
|
9/28/2018
|
|
$
|
10,000
|
|
|
$
|
9,692
|
|
|
$
|
9,692
|
|
|
9/30/2021
|
Grove Collaborative, Inc.
|
|
Growth Capital Loan (Prime + 1.00% interest rate, 0.25% EOT payment)
|
|
12/4/2018
|
|
5,000
|
|
|
4,941
|
|
|
4,941
|
|
|
3/31/2019
|
|||
Total E-Commerce Personal Goods 4.37%*
|
|
|
|
15,000
|
|
|
14,633
|
|
|
14,633
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Educational/Training Software
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tangible Play, Inc.
|
|
Growth Capital Loan (Prime + 5.00% interest rate, 5.75% EOT payment)
|
|
8/31/2018
|
|
1,500
|
|
|
1,479
|
|
|
1,586
|
|
|
8/31/2021
|
|||
Total Educational/Training Software 0.47%*
|
|
|
|
1,500
|
|
|
1,479
|
|
|
1,586
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Entertainment
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mind Candy Limited(1)(3)
|
|
Growth Capital Loan (11.00% PIK, 3.00% Cash, 9.50% EOT payment)
|
|
6/25/2014
|
|
10,441
|
|
|
11,387
|
|
|
6,789
|
|
|
1/31/2019
|
|||
Roli, Ltd.(1)(2)(3)
|
|
Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)
|
|
5/23/2018
|
|
10,732
|
|
|
10,462
|
|
|
9,867
|
|
|
5/31/2021
|
|||
|
|
Growth Capital Loan (11.00% interest rate, 9.50% EOT payment)
|
|
5/23/2018
|
|
1,342
|
|
|
1,308
|
|
|
1,233
|
|
|
5/31/2021
|
|||
|
|
Growth Capital Loan (11.25% interest rate, 9.50% EOT payment)
|
|
7/16/2018
|
|
1,325
|
|
|
1,281
|
|
|
1,222
|
|
|
7/31/2021
|
|||
|
|
Revolver (Prime + 3.25% interest rate, 5.00% EOT payment)
|
|
7/5/2018
|
|
129
|
|
|
129
|
|
|
124
|
|
|
6/30/2019
|
|||
|
|
Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)
|
|
7/5/2018
|
|
1,898
|
|
|
1,898
|
|
|
1,827
|
|
|
6/30/2019
|
|||
|
|
Revolver (Prime + 4.25% interest rate, 5.00% EOT payment)
|
|
9/27/2018
|
|
4,556
|
|
|
4,556
|
|
|
4,403
|
|
|
6/30/2019
|
|||
|
|
|
|
|
|
19,982
|
|
|
19,634
|
|
|
18,676
|
|
|
|
|||
Total Entertainment 7.61%*
|
|
|
|
|
|
30,423
|
|
|
31,021
|
|
|
25,465
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Financial Institution and Services
|
|
|
|
|
|
|
|
|
|
|
||||||||
BlueVine Capital, Inc.
|
|
Growth Capital Loan (9.25% interest rate, 3.05% EOT payment)
|
|
3/6/2018
|
|
5,000
|
|
|
5,034
|
|
|
5,034
|
|
|
9/30/2019
|
|||
|
|
Growth Capital Loan (9.25% interest rate, 3.05% EOT payment)
|
|
3/12/2018
|
|
5,000
|
|
|
5,033
|
|
|
5,033
|
|
|
9/30/2019
|
|||
|
|
|
|
|
|
10,000
|
|
|
10,067
|
|
|
10,067
|
|
|
|
|||
Prodigy Finance Limited(1)(3)
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
12/5/2017
|
|
18,000
|
|
|
18,174
|
|
|
18,174
|
|
|
12/31/2020
|
|||
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
3/7/2018
|
|
2,200
|
|
|
2,197
|
|
|
2,197
|
|
|
3/31/2021
|
|||
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
7/31/2018
|
|
3,300
|
|
|
3,249
|
|
|
3,249
|
|
|
7/31/2021
|
|||
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
8/8/2018
|
|
2,500
|
|
|
2,458
|
|
|
2,458
|
|
|
8/31/2021
|
|||
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
9/5/2018
|
|
1,500
|
|
|
1,471
|
|
|
1,471
|
|
|
9/30/2021
|
|||
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
9/5/2018
|
|
2,500
|
|
|
2,452
|
|
|
2,452
|
|
|
9/30/2021
|
|||
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
11/15/2018
|
|
6,000
|
|
|
5,845
|
|
|
5,845
|
|
|
11/30/2021
|
|||
|
|
Growth Capital Loan (Prime + 7.75% interest rate, 10.00% EOT payment)
|
|
12/6/2018
|
|
4,000
|
|
|
3,884
|
|
|
3,884
|
|
|
12/31/2021
|
|||
|
|
|
|
|
|
40,000
|
|
|
39,730
|
|
|
39,730
|
|
|
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(in thousands)
As of December 31, 2018
|
||||||||||||||||||
Venture Growth Stage Company
|
|
Type of Investment
|
|
Acquisition
Date(12)
|
|
Outstanding
Principal
|
|
Cost(6)
|
|
Fair Value
|
|
Maturity
Date
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
WorldRemit Limited(1)(3)
|
|
Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)
|
|
6/9/2016
|
|
$
|
5,000
|
|
|
$
|
5,371
|
|
|
$
|
5,371
|
|
|
6/30/2019
|
|
|
Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)
|
|
6/30/2016
|
|
5,000
|
|
|
5,369
|
|
|
5,369
|
|
|
6/30/2019
|
|||
|
|
Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)
|
|
12/1/2016
|
|
5,000
|
|
|
5,260
|
|
|
5,260
|
|
|
11/30/2019
|
|||
|
|
Growth Capital Loan (Prime + 8.75% interest rate, 10.00% EOT payment)
|
|
6/25/2018
|
|
10,000
|
|
|
9,905
|
|
|
9,905
|
|
|
6/30/2021
|
|||
|
|
|
|
|
|
25,000
|
|
|
25,905
|
|
|
25,905
|
|
|
|
|||
Total Financial Institution and Services 22.63%*
|
|
|
|
75,000
|
|
|
75,702
|
|
|
75,702
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Network Systems Management Software
|
|
|
|
|
|
|
|
|
|
|
||||||||
Virtual Instruments Corporation
|
|
Growth Capital Loan (10.00% interest rate)
|
|
4/4/2016
|
|
5,000
|
|
|
5,000
|
|
|
5,000
|
|
|
4/4/2020
|
|||
|
|
Growth Capital Loan (5.00% PIK interest rate)
|
|
8/7/2018
|
|
24,215
|
|
|
24,215
|
|
|
21,762
|
|
|
4/4/2021
|
|||
|
|
Growth Capital Loan (5.00% PIK interest rate)
|
|
8/7/2018
|
|
4,732
|
|
|
4,732
|
|
|
3,605
|
|
|
4/4/2021
|
|||
Total Network Systems Management Software 9.08%*
|
|
|
|
33,947
|
|
|
33,947
|
|
|
30,367
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real Estate Services
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sonder USA, Inc.
|
|
Growth Capital Loan (Prime + 5.75% interest rate, 5.25% EOT payment)
|
|
12/28/2018
|
|
20,000
|
|
|
19,569
|
|
|
19,569
|
|
|
6/30/2022
|
|||
Total Real Estate Services 5.85%*
|
|
|
|
20,000
|
|
|
19,569
|
|
|
19,569
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Restaurant / Food Service
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Munchery, Inc.(2)(7)
|
|
Growth Capital Loan (Prime + 8.25% PIK interest rate, 8.75% EOT payment)
|
|
6/30/2016
|
|
2,589
|
|
|
2,729
|
|
|
1,802
|
|
|
6/30/2019
|
|||
|
|
Growth Capital Loan (Prime + 8.25% PIK interest rate)
|
|
4/25/2018
|
|
300
|
|
|
300
|
|
|
198
|
|
|
6/30/2019
|
|||
Total Restaurant / Food Service 0.60%*
|
|
|
|
2,889
|
|
|
3,029
|
|
|
2,000
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Security Services
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forgerock, Inc.
|
|
Growth Capital Loan (Prime + 3.75% interest rate, 8.50% EOT payment)
|
|
3/30/2016
|
|
3,252
|
|
|
3,978
|
|
|
3,978
|
|
|
9/30/2019
|
|||
|
|
Growth Capital Loan (Prime + 3.75% interest rate, 8.50% EOT payment)
|
|
8/15/2016
|
|
2,473
|
|
|
2,780
|
|
|
2,780
|
|
|
2/29/2020
|
|||
Total Security Services 2.02%*
|
|
|
|
5,725
|
|
|
6,758
|
|
|
6,758
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Wireless Communications Equipment
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cambridge Broadband Network Limited(1)(3)(7)
|
|
Growth Capital Loan (Prime + 11.75% PIK interest rate)
|
|
9/3/2014
|
|
6,701
|
|
|
6,701
|
|
|
6,093
|
|
|
12/31/2021
|
|||
Eero, Inc.
|
|
Growth Capital Loan (Prime + 8.25% interest rate)
|
|
5/17/2017
|
|
7,991
|
|
|
7,963
|
|
|
7,991
|
|
|
11/30/2019
|
|||
|
|
Growth Capital Loan (Prime + 8.25% interest rate)
|
|
9/28/2018
|
|
5,000
|
|
|
4,879
|
|
|
5,000
|
|
|
3/31/2021
|
|||
|
|
|
|
|
|
12,991
|
|
|
12,842
|
|
|
12,991
|
|
|
|
|||
Total Wireless Communications Equipment 5.70%*
|
|
|
|
19,692
|
|
|
19,543
|
|
|
19,084
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Debt Investments 121.17%*
|
|
|
|
$
|
411,992
|
|
|
$
|
414,256
|
|
|
$
|
405,347
|
|
|
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(in thousands)
As of December 31, 2018
|
|||||||||||||||
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
|
|
|
$
|
104
|
|
Total Advertising / Marketing 0.03%*
|
|
|
|
|
|
48,500
|
|
|
35
|
|
|
104
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Building Materials/Construction Machinery
|
|
|
|
|
|
|
|
|
|
|
|||||
View, Inc.
|
|
Preferred Stock
|
|
6/13/2017
|
|
4,545,455
|
|
|
500
|
|
|
864
|
|
||
Total Building Materials/Construction Machinery 0.26%*
|
|
|
|
|
|
4,545,455
|
|
|
500
|
|
|
864
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Business Applications Software
|
|
|
|
|
|
|
|
|
|
|
|||||
FinancialForce.com, Inc.
|
|
Preferred Stock
|
|
6/20/2016
|
|
547,440
|
|
|
1,540
|
|
|
2,566
|
|
||
HI.Q, Inc.
|
|
Preferred Stock
|
|
12/17/2018
|
|
606,952
|
|
|
196
|
|
|
196
|
|
||
Lattice Engines, Inc.(2)
|
|
Preferred Stock
|
|
11/12/2013
|
|
396,652
|
|
|
48
|
|
|
95
|
|
||
MapR Technologies, Inc.
|
|
Preferred Stock
|
|
9/30/2015
|
|
253,805
|
|
|
41
|
|
|
129
|
|
||
Medallia, Inc.(2)
|
|
Preferred Stock
|
|
11/13/2014
|
|
55,814
|
|
|
11
|
|
|
80
|
|
||
OneSource Virtual, Inc.
|
|
Preferred Stock
|
|
6/25/2018
|
|
39,318
|
|
|
90
|
|
|
90
|
|
||
Passport Labs, Inc.
|
|
Preferred Stock
|
|
9/28/2018
|
|
17,448
|
|
|
228
|
|
|
228
|
|
||
Quantcast Corporation(5)
|
|
Cash Exit Fee
|
|
8/9/2018
|
|
—
|
|
|
213
|
|
|
219
|
|
||
Toast, Inc.(2)
|
|
Preferred Stock
|
|
2/1/2018
|
|
26,325
|
|
|
27
|
|
|
136
|
|
||
Total Business Applications Software 1.12%*
|
|
|
|
|
|
1,943,754
|
|
|
2,394
|
|
|
3,739
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Business to Business Marketplace
|
|
|
|
|
|
|
|
|
|
|
|||||
Factual, Inc.(2)
|
|
Preferred Stock
|
|
9/4/2018
|
|
23,536
|
|
|
43
|
|
|
43
|
|
||
Optoro, Inc.(2)
|
|
Preferred Stock
|
|
7/13/2015
|
|
10,346
|
|
|
40
|
|
|
37
|
|
||
RetailNext, Inc.
|
|
Preferred Stock
|
|
11/16/2017
|
|
123,420
|
|
|
80
|
|
|
80
|
|
||
Total Business to Business Marketplace 0.05%*
|
|
|
|
|
|
157,302
|
|
|
163
|
|
|
160
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Conferencing Equipment / Services
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuze, Inc. (fka Thinking Phone Networks, Inc.)(2)
|
|
Preferred Stock
|
|
9/29/2015
|
|
323,381
|
|
|
670
|
|
|
203
|
|
||
Total Conferencing Equipment / Services 0.06%*
|
|
|
|
|
|
323,381
|
|
|
670
|
|
|
203
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Products and Services
|
|
|
|
|
|
|
|
|
|
|
|||||
Clutter, Inc.
|
|
Preferred Stock
|
|
10/18/2018
|
|
71,064
|
|
|
333
|
|
|
333
|
|
||
Quip NYC, Inc.(2)
|
|
Preferred Stock
|
|
11/26/2018
|
|
33,017
|
|
|
364
|
|
|
364
|
|
||
Total Consumer Products and Services 0.21%*
|
|
|
|
|
|
104,081
|
|
|
697
|
|
|
697
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Consumer Retail
|
|
|
|
|
|
|
|
|
|
|
|||||
LovePop, Inc.
|
|
Preferred Stock
|
|
10/23/2018
|
|
163,463
|
|
|
168
|
|
|
168
|
|
||
Total Consumer Retail 0.05%*
|
|
|
|
|
|
163,463
|
|
|
168
|
|
|
168
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Database Software
|
|
|
|
|
|
|
|
|
|
|
|||||
Qubole, Inc.(2)
|
|
Preferred Stock
|
|
11/21/2018
|
|
88,422
|
|
|
41
|
|
|
41
|
|
||
Total Database Software 0.01%*
|
|
|
|
|
|
88,422
|
|
|
41
|
|
|
41
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
E-Commerce - Clothing and Accessories
|
|
|
|
|
|
|
|
|
|
|
|||||
FabFitFun, Inc.
|
|
Preferred Stock
|
|
11/20/2017
|
|
40,786
|
|
|
123
|
|
|
42
|
|
||
Outfittery GMBH(1)(2)(3)(5)
|
|
Cash Exit Fee
|
|
8/10/2017
|
|
—
|
|
|
501
|
|
|
486
|
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(in thousands)
As of December 31, 2018
|
|||||||||||||||
Venture Growth Stage Company
|
|
Type of Warrant
|
|
Acquisition Date(12)
|
|
Shares
|
|
Cost(6)
|
|
Fair Value
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Rent the Runway, Inc.
|
|
Preferred Stock
|
|
11/25/2015
|
|
88,037
|
|
|
$
|
213
|
|
|
$
|
512
|
|
|
|
Common Stock
|
|
11/25/2015
|
|
149,203
|
|
|
1,081
|
|
|
1,280
|
|
||
|
|
|
|
|
|
237,240
|
|
|
1,294
|
|
|
1,792
|
|
||
Stance, Inc.
|
|
Preferred Stock
|
|
3/31/2017
|
|
75,000
|
|
|
41
|
|
|
70
|
|
||
Untuckit LLC(5)
|
|
Cash Exit Fee
|
|
5/11/2018
|
|
—
|
|
|
39
|
|
|
43
|
|
||
Total E-Commerce - Clothing and Accessories 0.73%*
|
|
|
|
|
|
353,026
|
|
|
1,998
|
|
|
2,433
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
E-Commerce - Personal Goods
|
|
|
|
|
|
|
|
|
|
|
|||||
Enjoy Technology, Inc.
|
|
Preferred Stock
|
|
9/7/2018
|
|
336,304
|
|
|
269
|
|
|
269
|
|
||
Grove Collaborative, Inc.
|
|
Preferred Stock
|
|
4/2/2018
|
|
105,655
|
|
|
88
|
|
|
401
|
|
||
Total E-Commerce - Personal Goods 0.20%*
|
|
|
|
|
|
441,959
|
|
|
357
|
|
|
670
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Educational/Training Software
|
|
|
|
|
|
|
|
|
|
|
|||||
Varsity Tutors LLC(2)(5)
|
|
Preferred Stock
|
|
3/13/2017
|
|
240,590
|
|
|
65
|
|
|
185
|
|
||
Tangible Play, Inc.
|
|
Preferred Stock
|
|
8/31/2018
|
|
61,840
|
|
|
79
|
|
|
79
|
|
||
Total Educational/Training Software 0.08%*
|
|
|
|
|
|
302,430
|
|
|
144
|
|
|
264
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Entertainment
|
|
|
|
|
|
|
|
|
|
|
|||||
Mind Candy, Inc.(1)(3)
|
|
Preferred Stock
|
|
3/24/2017
|
|
22,376
|
|
|
751
|
|
|
—
|
|
||
Roli, Ltd.(1)(2)(3)
|
|
Preferred Stock
|
|
5/23/2018
|
|
102,247
|
|
|
644
|
|
|
612
|
|
||
Total Entertainment 0.18%*
|
|
|
|
|
|
124,623
|
|
|
1,395
|
|
|
612
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Financial Institution and Services
|
|
|
|
|
|
|
|
|
|
|
|||||
BlueVine Capital, Inc.
|
|
Preferred Stock
|
|
9/15/2017
|
|
271,293
|
|
|
361
|
|
|
757
|
|
||
Prodigy Finance Limited(1)(3)
|
|
Preferred Stock
|
|
12/5/2017
|
|
40,596
|
|
|
766
|
|
|
766
|
|
||
Revolut Ltd.(1)(2)(3)
|
|
Preferred Stock
|
|
4/16/2018
|
|
6,253
|
|
|
40
|
|
|
40
|
|
||
WorldRemit Limited(1)(3)
|
|
Preferred Stock
|
|
12/23/2015
|
|
128,288
|
|
|
382
|
|
|
490
|
|
||
|
|
Preferred Stock
|
|
12/23/2015
|
|
46,548
|
|
|
136
|
|
|
142
|
|
||
Total Financial Institution and Services 0.66%*
|
|
|
|
|
|
492,978
|
|
|
1,685
|
|
|
2,195
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Food & Drug
|
|
|
|
|
|
|
|
|
|
|
|||||
Capsule Corp.(2)(5)
|
|
Cash Exit Fee
|
|
12/28/2018
|
|
—
|
|
|
129
|
|
|
129
|
|
||
Total Food & Drug 0.04%*
|
|
|
|
|
|
—
|
|
|
129
|
|
|
129
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
General Media and Content
|
|
|
|
|
|
|
|
|
|
|
|||||
BZ Holdings, Inc. (fka TechMediaNetwork, Inc.)(2)
|
|
Preferred Stock
|
|
3/17/2014
|
|
72,234
|
|
|
31
|
|
|
38
|
|
||
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
|
|
|
1,060
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Human Resources/Recruitment
|
|
|
|
|
|
|
|
|
|
|
|||||
Hired, Inc.(2)
|
|
Preferred Stock
|
|
9/21/2018
|
|
32,599
|
|
|
55
|
|
|
55
|
|
||
Total Human Resources/Recruitment 0.02%*
|
|
|
|
|
|
32,599
|
|
|
55
|
|
|
55
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Medical Software and Information Services
|
|
|
|
|
|
|
|
|
|
|
|||||
AirStrip Technologies, Inc.(2)
|
|
Preferred Stock
|
|
10/9/2013
|
|
31,063
|
|
|
112
|
|
|
74
|
|
||
Total Medical Software and Information Services 0.02%*
|
|
|
|
|
|
31,063
|
|
|
112
|
|
|
74
|
|
||
|
|
|
|
|
|
|
|
|
|
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(in thousands)
As of December 31, 2018
|
|||||||||||||||
Venture Growth Stage Company
|
|
Type of Warrant
|
|
Acquisition Date(12)
|
|
Shares
|
|
Cost(6)
|
|
Fair Value
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Real Estate Services
|
|
|
|
|
|
|
|
|
|
|
|||||
Homelight, Inc.(2)
|
|
Preferred Stock
|
|
12/21/2018
|
|
8,339
|
|
|
$
|
27
|
|
|
$
|
27
|
|
Sonder USA, Inc.
|
|
Preferred Stock
|
|
12/28/2018
|
|
136,511
|
|
|
232
|
|
|
232
|
|
||
Total Real Estate Services 0.08%*
|
|
|
|
|
|
144,850
|
|
|
259
|
|
|
259
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Restaurant / Food Service
|
|
|
|
|
|
|
|
|
|
|
|||||
Munchery, Inc.
|
|
Preferred Stock
|
|
6/30/2016
|
|
21,537
|
|
|
45
|
|
|
—
|
|
||
Total Restaurant / Food Service 0.00%*
|
|
|
|
|
|
21,537
|
|
|
45
|
|
|
—
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Security Services
|
|
|
|
|
|
|
|
|
|
|
|||||
CrowdStrike, Inc.(2)
|
|
Preferred Shares
|
|
10/13/2017
|
|
99,344
|
|
|
72
|
|
|
1,035
|
|
||
Forgerock, Inc.
|
|
Preferred Stock
|
|
3/30/2016
|
|
195,992
|
|
|
155
|
|
|
459
|
|
||
Total Security Services 0.45%*
|
|
|
|
|
|
295,336
|
|
|
227
|
|
|
1,494
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Shopping Facilitators
|
|
|
|
|
|
|
|
|
|
|
|||||
Farfetch UK Limited(1)(2)(3)(10)
|
|
Preferred Stock
|
|
3/9/2016
|
|
189,995
|
|
|
170
|
|
|
1,996
|
|
||
Total Shopping Facilitators 0.60%*
|
|
|
|
|
|
189,995
|
|
|
170
|
|
|
1,996
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Travel & Leisure
|
|
|
|
|
|
|
|
|
|
|
|||||
Inspirato, LLC(2)
|
|
Preferred Units
|
|
4/25/2013
|
|
1,994
|
|
|
37
|
|
|
26
|
|
||
GoEuro Corp.(1)(2)
|
|
Preferred Units
|
|
3/26/2018
|
|
2,362
|
|
|
65
|
|
|
64
|
|
||
Total Travel & Leisure 0.03%*
|
|
|
|
|
|
4,356
|
|
|
102
|
|
|
90
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Wireless Communications Equipment
|
|
|
|
|
|
|
|
|
|
|
|||||
Cambridge Broadband Network Limited(1)(3)
|
|
Preferred Shares
|
|
9/3/2014
|
|
33,000
|
|
|
95
|
|
|
—
|
|
||
Eero, Inc.
|
|
Preferred Stock
|
|
8/5/2016
|
|
94,806
|
|
|
114
|
|
|
—
|
|
||
|
|
Cash Exit Fee(5)
|
|
9/28/2018
|
|
—
|
|
|
77
|
|
|
207
|
|
||
|
|
|
|
|
|
94,806
|
|
|
191
|
|
|
207
|
|
||
Total Wireless Communications Equipment 0.06%*
|
|
|
|
|
|
127,806
|
|
|
286
|
|
|
207
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Warrant Investments 5.24%*
|
|
|
|
|
|
|
|
$
|
12,287
|
|
|
$
|
17,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRIPLEPOINT VENTURE GROWTH BDC CORP. AND SUBSIDIARIES
CONSOLIDATED SCHEDULE OF INVESTMENTS
(in thousands)
As of December 31, 2018
|
|||||||||||||||
Venture Growth Stage Company
|
|
Type of Equity
|
|
Acquisition Date(12)
|
|
Shares
|
|
Cost(6)
|
|
Fair Value
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity Investments(2)(8)
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Business Applications Software
|
|
|
|
|
|
|
|
|
|
|
|||||
MapR Technologies, Inc.
|
|
Preferred Stock
|
|
7/27/2016
|
|
39,018
|
|
|
$
|
161
|
|
|
$
|
161
|
|
Convoy, Inc.
|
|
Preferred Stock
|
|
9/27/2018
|
|
35,208
|
|
|
250
|
|
|
250
|
|
||
Total Business Applications Software 0.12%*
|
|
|
|
|
|
74,226
|
|
|
411
|
|
|
411
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Communications Software
|
|
|
|
|
|
|
|
|
|
|
|||||
Pluribus Networks, Inc.
|
|
Preferred Stock
|
|
1/10/2017
|
|
722,073
|
|
|
2,000
|
|
|
2,000
|
|
||
Total Communications Software 0.60%*
|
|
|
|
|
|
722,073
|
|
|
2,000
|
|
|
2,000
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
E-Commerce - Personal Goods
|
|
|
|
|
|
|
|
|
|
|
|||||
Grove Collaborative, Inc.
|
|
Preferred Stock
|
|
6/5/2018
|
|
134,249
|
|
|
500
|
|
|
830
|
|
||
Total E-Commerce - Personal Goods 0.25%*
|
|
|
|
|
|
134,249
|
|
|
500
|
|
|
830
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Educational/Training Software
|
|
|
|
|
|
|
|
|
|
|
|||||
Varsity Tutors LLC
|
|
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)(3)
|
|
Preferred Stock
|
|
12/1/2017
|
|
1
|
|
|
2,138
|
|
|
1,730
|
|
||
Revolut Ltd.(1)(3)
|
|
Preferred Stock
|
|
8/3/2017
|
|
25,920
|
|
|
292
|
|
|
664
|
|
||
Total Financial Institution and Services 0.72%*
|
|
|
|
|
|
25,921
|
|
|
2,430
|
|
|
2,394
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Household & Office Goods
|
|
|
|
|
|
|
|
|
|
|
|||||
Casper Sleep Inc.
|
|
Preferred Stock
|
|
6/19/2017
|
|
8,000
|
|
|
250
|
|
|
251
|
|
||
|
|
Common Stock
|
|
6/30/2019
|
|
26,669
|
|
|
750
|
|
|
741
|
|
||
Total Household & Office Goods 0.30%*
|
|
|
|
|
|
34,669
|
|
|
1,000
|
|
|
992
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Network Systems Management Software
|
|
|
|
|
|
|
|
|
|
|
|||||
Cohesity Inc.
|
|
Preferred Stock
|
|
3/24/2017
|
|
60,342
|
|
|
400
|
|
|
468
|
|
||
Total Network Systems Management Software 0.14%*
|
|
|
|
|
|
60,342
|
|
|
400
|
|
|
468
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Security Services
|
|
|
|
|
|
|
|
|
|
|
|||||
CrowdStrike, Inc.
|
|
Preferred Stock
|
|
10/13/2017
|
|
87,849
|
|
|
500
|
|
|
1,297
|
|
||
|
|
Common Stock
|
|
10/13/2017
|
|
97,656
|
|
|
500
|
|
|
1,378
|
|
||
Total Security Services 0.80%*
|
|
|
|
|
|
185,505
|
|
|
1,000
|
|
|
2,675
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Travel & Leisure
|
|
|
|
|
|
|
|
|
|
|
|||||
Inspirato, LLC(1)(4)
|
|
Preferred Units
|
|
9/11/2014
|
|
1,948
|
|
|
250
|
|
|
258
|
|
||
GoEuro Corp.(1)
|
|
Preferred Stock
|
|
10/5/2017
|
|
2,362
|
|
|
300
|
|
|
279
|
|
||
Total Travel & Leisure 0.16%*
|
|
|
|
|
|
4,310
|
|
|
550
|
|
|
537
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Equity Investments 3.16%*
|
|
|
|
|
|
|
|
$
|
8,541
|
|
|
$
|
10,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Investments in Portfolio Companies 129.56%* (11)
|
|
|
|
|
|
|
|
$
|
435,084
|
|
|
$
|
433,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-Term Investments(2)
|
|
|
|
|
|
|
|
|
|
|
|||||
U.S. Treasury Bills
|
|
|
|
|
|
|
|
$
|
19,999
|
|
|
$
|
19,999
|
|
|
Total Short-Term Investments 5.98%*
|
|
|
|
|
|
|
|
$
|
19,999
|
|
|
$
|
19,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Investments 135.54%*(9)
|
|
|
|
|
|
|
|
$
|
455,083
|
|
|
$
|
453,416
|
|
(1)
|
Investment is a non-qualifying asset under Section 55(a) of the 1940 Act. As of December 31, 2018, non-qualifying assets represented 25.6% of the Company’s total assets, at fair value.
|
(2)
|
As of December 31, 2018, 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 $12.1 million, $13.8 million, and $1.7 million, respectively. The tax cost of investments is $455.1 million.
|
(7)
|
Debt is on non-accrual status at December 31, 2018 and is therefore considered non-income producing. Non-accrual investments at December 31, 2018 had a total cost and fair value of $9.7 million and $8.1 million, respectively.
|
(8)
|
Non-income producing investments.
|
(9)
|
Except for warrants in one public company and the short-term investments in U.S. Treasury Bills, 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.
|
(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.
|
•
|
No investment represents a 5% or greater interest in any outstanding class of voting security of the portfolio company.
|
•
|
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”) as of December 31, 2019, the Prime rate was 4.75%.
|
•
|
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.
|
•
|
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 warrant investments presented in the foregoing tables:
|
•
|
Warrant investments are associated with funded debt instruments as well as certain commitments to provide future funding.
|
•
|
Fair value of investment securities, other assets and liabilities—at the exchange rates prevailing at the end of the period; and
|
•
|
Purchases and sales of investment securities, income and expenses—at the exchange rates prevailing on the respective dates of such transactions, income or expenses.
|
•
|
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.
|
Management and Incentive Fees
(in thousands)
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
Base management fee
|
|
$
|
8,569
|
|
|
$
|
6,868
|
|
|
$
|
6,268
|
|
Income incentive fee
|
|
$
|
8,117
|
|
|
$
|
8,747
|
|
|
$
|
5,614
|
|
Capital gains incentive fee
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
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 is reviewed by an independent valuation firm. However, the Board does not have de minimis investments of less than 1.0% of the Company’s gross assets (up to an aggregate of 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 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.
|
•
|
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 include 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.
|
•
|
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 warrant investments, are estimated based on the Adviser’s judgment about the general industry environment.
|
•
|
Historical portfolio experience on cancellations and exercises of warrant investments are utilized as the basis for determining the estimated life of the warrant investment in each financial reporting period. Warrant 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 warrant investment.
|
Investment Type
(in thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||||||
Debt investments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
604,518
|
|
|
$
|
604,518
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
405,347
|
|
|
$
|
405,347
|
|
Warrant investments
|
|
—
|
|
|
—
|
|
|
22,090
|
|
|
22,090
|
|
|
—
|
|
|
1,996
|
|
|
15,518
|
|
|
17,514
|
|
||||||||
Equity investments
|
|
13,901
|
|
|
1,452
|
|
|
11,168
|
|
|
26,521
|
|
|
—
|
|
|
—
|
|
|
10,556
|
|
|
10,556
|
|
||||||||
Short-term investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,999
|
|
|
—
|
|
|
—
|
|
|
19,999
|
|
||||||||
Total investments
|
|
$
|
13,901
|
|
|
$
|
1,452
|
|
|
$
|
637,776
|
|
|
$
|
653,129
|
|
|
$
|
19,999
|
|
|
$
|
1,996
|
|
|
$
|
431,421
|
|
|
$
|
453,416
|
|
Level 3
Investment Activity (in thousands)
|
|
For the Year Ended December 31, 2019
|
||||||||||||||
|
Debt Investments
|
|
Warrant Investments
|
|
Equity Investments
|
|
Total Investments
|
|||||||||
Fair value as of January 1, 2019
|
|
$
|
405,347
|
|
|
$
|
15,518
|
|
|
$
|
10,556
|
|
|
$
|
431,421
|
|
Funding and purchases of investments, at cost
|
|
407,582
|
|
|
6,009
|
|
|
3,592
|
|
|
417,183
|
|
||||
Principal payments and sale proceeds received from investments
|
|
(201,608
|
)
|
|
—
|
|
|
—
|
|
|
(201,608
|
)
|
||||
Amortization and accretion of premiums and discounts, net and end-of term payments
|
|
9,502
|
|
|
—
|
|
|
—
|
|
|
9,502
|
|
||||
Realized gains (losses) on investments
|
|
(1,483
|
)
|
|
(147
|
)
|
|
(161
|
)
|
|
(1,791
|
)
|
||||
Net change in unrealized gains (losses) included in earnings
|
|
(17,299
|
)
|
|
710
|
|
|
21,096
|
|
|
4,507
|
|
||||
Payment-in-kind coupon
|
|
2,477
|
|
|
—
|
|
|
—
|
|
|
2,477
|
|
||||
Gross transfers out of Level 3(1)
|
|
—
|
|
|
—
|
|
|
(23,915
|
)
|
|
(23,915
|
)
|
||||
Totals
|
|
$
|
604,518
|
|
|
$
|
22,090
|
|
|
$
|
11,168
|
|
|
$
|
637,776
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized gains (losses) on Level 3 investments held as of December 31, 2019
|
|
$
|
(12,419
|
)
|
|
$
|
(1,315
|
)
|
|
$
|
1,326
|
|
|
$
|
(12,408
|
)
|
(1)
|
Transfers out of Level 3 are measured as of the date of the transfer. During the year ended December 31, 2019 these transfers related to equity in investments in publicly traded companies.
|
Level 3
Investment Activity (in thousands)
|
|
For the Year Ended December 31, 2018
|
||||||||||||||
|
Debt Investments
|
|
Warrant Investments
|
|
Equity Investments
|
|
Total Investments
|
|||||||||
Fair value as of January 1, 2018
|
|
$
|
352,052
|
|
|
$
|
11,062
|
|
|
$
|
7,969
|
|
|
$
|
371,083
|
|
Funding and purchases of investments, at cost
|
|
257,850
|
|
|
4,669
|
|
|
1,000
|
|
|
263,519
|
|
||||
Principal payments and sale proceeds received from investments
|
|
(211,306
|
)
|
|
(2,349
|
)
|
|
(304
|
)
|
|
(213,959
|
)
|
||||
Amortization and accretion of premiums and discounts, net and end-of term payments
|
|
9,446
|
|
|
—
|
|
|
—
|
|
|
9,446
|
|
||||
Realized gains (losses) on investments
|
|
—
|
|
|
895
|
|
|
(295
|
)
|
|
600
|
|
||||
Net change in unrealized gains (losses) included in earnings
|
|
(5,503
|
)
|
|
1,612
|
|
|
2,186
|
|
|
(1,705
|
)
|
||||
Payment-in-kind coupon
|
|
2,808
|
|
|
—
|
|
|
—
|
|
|
2,808
|
|
||||
Gross transfers out of Level 3(1)
|
|
—
|
|
|
(371
|
)
|
|
—
|
|
|
(371
|
)
|
||||
Totals
|
|
$
|
405,347
|
|
|
$
|
15,518
|
|
|
$
|
10,556
|
|
|
$
|
431,421
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized gains (losses) on Level 3 investments held as of December 31, 2018
|
|
$
|
(4,129
|
)
|
|
$
|
2,118
|
|
|
$
|
2,328
|
|
|
$
|
317
|
|
(1)
|
Transfers out of Level 3 are measured as of the date of the transfer. During the years ended December 31, 2018, these transfers relate to warrant and equity investments, as the result of exercising warrant investments in publicly traded companies.
|
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
|
|
|
|
|
|
|
|
|
|
Level 3 Investments
(dollars in thousands)
|
|
December 31, 2018
|
||||||||||
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
Range
|
|
Weighted Average
|
|||
Debt investments
|
|
$
|
390,465
|
|
|
Discounted Cash Flows
|
|
Discount Rate
|
|
9.80% - 43.66%
|
|
16.07%
|
|
|
14,882
|
|
|
Probability-Weighted Expected Return Method
|
|
Probability Weighting of Alternative Outcomes
|
|
33.33% -75.00%
|
|
|
|
Warrant investments
|
|
13,399
|
|
|
Black Scholes Option Pricing Model
|
|
Revenue Multiples
|
|
0.90x - 10.00x
|
|
4.01x
|
|
|
|
|
|
|
|
Volatility
|
|
40.00% - 75.00%
|
|
57.81%
|
||
|
|
|
|
|
|
Term
|
|
1.00– 4.00 Years
|
|
2.67 Years
|
||
|
|
|
|
|
|
Discount for Lack of
Marketability
|
|
0.00% - 22.70%
|
|
16.36%
|
||
|
|
|
|
|
|
Risk Free Rate
|
|
2.40% - 3.00%
|
|
2.52%
|
||
|
|
1,035
|
|
|
Option-Pricing Method and Probability-Weighted Expected Return Method
|
|
Weighted Average Cost
of Capital
|
|
26.40%
|
|
26.40%
|
|
|
|
|
|
|
|
Term
|
|
1.50 Years
|
|
1.50 Years
|
||
|
|
1,084
|
|
|
Discounted Expected Return
|
|
Discount Rate
|
|
18.00% - 25.00%
|
|
19.21%
|
|
|
|
|
|
|
|
Term
|
|
0.50 - 4.00 Years
|
|
2.68 Years
|
||
|
|
|
|
|
|
Expected Recovery Rate
|
|
50.00% - 80.00%
|
|
72.23%
|
||
Equity investments
|
|
5,159
|
|
|
Black Scholes Option Pricing Model
|
|
Revenue Multiples
|
|
1.00x - 9.00x
|
|
6.15x
|
|
|
|
|
|
|
|
Volatility
|
|
44.00% - 80.00%
|
|
56.00%
|
||
|
|
|
|
|
|
Term
|
|
1.50 - 4.50 Years
|
|
2.40 Years
|
||
|
|
|
|
|
|
Discount for Lack of
Marketability
|
|
0.00% - 6.10%
|
|
6.10%
|
||
|
|
|
|
|
|
Risk Free Rate
|
|
2.47% - 2.60%
|
|
2.52%
|
||
|
|
3,667
|
|
|
Option-Pricing Method and Probability-Weighted Expected Return Method
|
|
Weighted Average Cost
of Capital
|
|
21.40% - 32.50%
|
|
25.59%
|
|
|
|
|
|
|
|
Term
|
|
1.50 - 4.50 Years
|
|
2.78 Years
|
||
|
|
1,730
|
|
|
Discounted Expected Recovery
|
|
Expected Recovery Rate
|
|
71.00%
|
|
71.00%
|
|
Total investments
|
|
$
|
431,421
|
|
|
|
|
|
|
|
|
|
Interest Expense and Amortization of Fees
(in thousands)
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
Revolving Credit Facility
|
|
|
|
|
|
|
||||||
Interest cost charged on borrowings
|
|
$
|
5,707
|
|
|
$
|
2,234
|
|
|
$
|
2,278
|
|
Unused fee
|
|
729
|
|
|
851
|
|
|
1,091
|
|
|||
Amortization of costs and other fees
|
|
1,140
|
|
|
1,160
|
|
|
930
|
|
|||
Revolving Credit Facility Total
|
|
$
|
7,576
|
|
|
$
|
4,245
|
|
|
$
|
4,299
|
|
2020 Notes
|
|
|
|
|
|
|
||||||
Interest cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,274
|
|
Amortization of costs and other fees
|
|
—
|
|
|
—
|
|
|
248
|
|
|||
2020 Notes Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,522
|
|
2022 Notes
|
|
|
|
|
|
|
||||||
Interest cost
|
|
$
|
4,298
|
|
|
$
|
4,300
|
|
|
$
|
1,994
|
|
Amortization of costs and other fees
|
|
531
|
|
|
535
|
|
|
246
|
|
|||
2022 Notes Total
|
|
$
|
4,829
|
|
|
$
|
4,835
|
|
|
$
|
2,240
|
|
Total interest expense and amortization of fees
|
|
$
|
12,405
|
|
|
$
|
9,080
|
|
|
$
|
9,061
|
|
Liability
(in thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||||||||
Revolving Credit Facility
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
262,300
|
|
|
$
|
262,300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,000
|
|
|
$
|
23,000
|
|
2022 Notes, net(1)
|
|
—
|
|
|
73,454
|
|
|
—
|
|
|
73,454
|
|
|
—
|
|
|
72,860
|
|
|
—
|
|
|
72,860
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
73,454
|
|
|
$
|
262,300
|
|
|
$
|
335,754
|
|
|
$
|
—
|
|
|
$
|
72,860
|
|
|
$
|
23,000
|
|
|
$
|
95,860
|
|
(1)
|
Net of debt issuance costs as of December 31, 2019 and 2018, of $1.3 million and $1.8 million, respectively.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
Unfunded Commitments for Growth Capital Loans (unless otherwise noted)*
(in thousands)
|
|
Principal Balance
|
|
Fair Value of Unfunded Commitment Liability
|
|
Principal Balance
|
|
Fair Value of Unfunded Commitment Liability
|
||||||||
Toast, Inc.
|
|
$
|
35,000
|
|
|
$
|
115
|
|
|
$
|
60,000
|
|
|
$
|
115
|
|
BlueVine Capital, Inc.
|
|
30,000
|
|
|
—
|
|
|
20,000
|
|
|
—
|
|
||||
Grove Collaborative, Inc.
|
|
21,750
|
|
|
407
|
|
|
10,000
|
|
|
81
|
|
||||
Hims, Inc.
|
|
25,000
|
|
|
198
|
|
|
—
|
|
|
—
|
|
||||
OfferUp Inc.
|
|
20,000
|
|
|
192
|
|
|
—
|
|
|
—
|
|
||||
Freshly Inc.
|
|
18,000
|
|
|
168
|
|
|
—
|
|
|
—
|
|
||||
Curology, Inc.
|
|
15,000
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||
Capsule Corporation
|
|
10,000
|
|
|
179
|
|
|
10,000
|
|
|
179
|
|
||||
Moda Operandi, Inc.
|
|
10,000
|
|
|
200
|
|
|
—
|
|
|
—
|
|
||||
Signifyd, Inc.
|
|
10,000
|
|
|
182
|
|
|
—
|
|
|
—
|
|
||||
Transfix, Inc.
|
|
10,000
|
|
|
194
|
|
|
—
|
|
|
—
|
|
||||
Sonder USA, Inc.
|
|
8,333
|
|
|
98
|
|
|
5,000
|
|
|
46
|
|
||||
Nurx Inc.
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
OneSource Virtual
|
|
5,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
||||
Brooklinen, Inc.
|
|
3,000
|
|
|
174
|
|
|
—
|
|
|
—
|
|
||||
GoEuro Corp.
|
|
—
|
|
|
35
|
|
|
30,000
|
|
|
365
|
|
||||
Fiverr International, Inc.
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
158
|
|
||||
Quip NYC, Inc.
|
|
—
|
|
|
—
|
|
|
25,000
|
|
|
514
|
|
||||
Qubole, Inc.
|
|
—
|
|
|
—
|
|
|
15,000
|
|
|
78
|
|
||||
Stance, Inc.
|
|
—
|
|
|
—
|
|
|
13,000
|
|
|
144
|
|
||||
FabFitFun, Inc.
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
75
|
|
||||
Factual, Inc.
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
143
|
|
||||
Hired, Inc.
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
155
|
|
||||
Homelight, Inc.
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
43
|
|
||||
WorldRemit Limited
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
67
|
|
||||
Passport Labs, Inc.
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
61
|
|
||||
Tangible Play, Inc.
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
90
|
|
||||
Clutter, Inc.
|
|
—
|
|
|
—
|
|
|
2,306
|
|
|
176
|
|
||||
Prodigy Finance Limited
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
20
|
|
||||
Total
|
|
$
|
226,083
|
|
|
$
|
2,177
|
|
|
$
|
294,306
|
|
|
$
|
2,510
|
|
Commitments Activity
(in thousands)
|
|
For the Year Ended December 31,
|
|
||||||
|
2019
|
|
2018
|
|
|||||
Activity during the period:
|
|
|
|
|
|
||||
New commitments *
|
|
$
|
507,419
|
|
|
$
|
508,378
|
|
|
Fundings
|
|
(418,093
|
)
|
|
(263,527
|
)
|
(2)
|
||
Expirations / Terminations
|
|
(167,050
|
)
|
(1)
|
(61,000
|
)
|
|
||
Unfunded commitments at beginning of period **
|
|
$
|
294,306
|
|
|
$
|
100,097
|
|
|
Unfunded commitments at end of period **
|
|
$
|
226,083
|
|
|
$
|
294,306
|
|
|
Backlog of potential future commitments
|
|
$
|
15,500
|
|
|
$
|
25,000
|
|
|
(1)
|
Net of repayments on revolver loans of $30.0 million
|
(2)
|
Net of repayments on revolver loans of $0.5 million
|
Unfunded Commitments*
(in thousands)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Dependent on milestones
|
|
$
|
59,333
|
|
|
$
|
87,500
|
|
Expiring during:
|
|
|
|
|
||||
2019
|
|
$
|
—
|
|
|
$
|
183,306
|
|
2020
|
|
188,083
|
|
|
111,000
|
|
||
2021
|
|
38,000
|
|
|
—
|
|
||
Growth capital loans
|
|
$
|
226,083
|
|
|
$
|
294,306
|
|
Financial Highlights
(in thousands, except per share data)
|
|
For the Year Ended December 31, or as of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
Per Share Data(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset value at beginning of period
|
|
13.50
|
|
|
13.25
|
|
|
13.51
|
|
|
14.21
|
|
|
14.61
|
|
|||||
Changes in net asset value due to:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment income
|
|
1.54
|
|
|
1.71
|
|
|
1.61
|
|
|
1.42
|
|
|
1.46
|
|
|||||
Net realized gains (losses) on investments
|
|
(0.02
|
)
|
|
0.08
|
|
|
(0.01
|
)
|
|
(1.28
|
)
|
|
(0.02
|
)
|
|||||
Net change in unrealized gains (losses) on investments
|
|
(0.24
|
)
|
|
(0.01
|
)
|
|
(0.35
|
)
|
|
0.55
|
|
|
(0.40
|
)
|
|||||
Net increase (decrease) from capital share transactions(1)
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|
0.05
|
|
|
—
|
|
|||||
Return of capital
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.20
|
)
|
|
—
|
|
|||||
Net realized losses on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
(0.07
|
)
|
|
—
|
|
|
—
|
|
|||||
Distributions from net investment income
|
|
(1.44
|
)
|
|
(1.54
|
)
|
|
(1.44
|
)
|
|
(0.24
|
)
|
|
(1.44
|
)
|
|||||
Net asset value at end of period
|
|
13.34
|
|
|
13.50
|
|
|
13.25
|
|
|
13.51
|
|
|
14.21
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment income per share
|
|
$
|
1.54
|
|
|
$
|
1.71
|
|
|
$
|
1.61
|
|
|
$
|
1.42
|
|
|
$
|
1.46
|
|
Net increase in net assets resulting from operations per share
|
|
$
|
1.28
|
|
|
$
|
1.78
|
|
|
$
|
1.18
|
|
|
$
|
0.69
|
|
|
$
|
1.03
|
|
Weighted average shares of common stock outstanding for period
|
|
24,844
|
|
|
20,488
|
|
|
16,324
|
|
|
16,160
|
|
|
15,042
|
|
|||||
Shares of common stock outstanding at end of period
|
|
24,923
|
|
|
24,780
|
|
|
17,730
|
|
|
15,981
|
|
|
16,302
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios / Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset value at beginning of period
|
|
$
|
334,531
|
|
|
$
|
234,945
|
|
|
$
|
215,863
|
|
|
$
|
231,646
|
|
|
$
|
144,979
|
|
Net asset value at end of period
|
|
$
|
332,506
|
|
|
$
|
334,531
|
|
|
$
|
234,945
|
|
|
$
|
215,863
|
|
|
$
|
231,646
|
|
Average net asset value
|
|
$
|
343,919
|
|
|
$
|
275,889
|
|
|
$
|
219,457
|
|
|
$
|
218,881
|
|
|
$
|
218,623
|
|
Stock price at end of period
|
|
$
|
14.22
|
|
|
$
|
10.89
|
|
|
$
|
12.69
|
|
|
$
|
11.78
|
|
|
$
|
11.96
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total return based on net asset value per share(2)
|
|
9.5
|
%
|
|
16.0
|
%
|
|
9.6
|
%
|
|
8.9
|
%
|
|
9.5
|
%
|
|||||
Total return based on stock price(3)
|
|
44.7
|
%
|
|
(2.3
|
)%
|
|
20.4
|
%
|
|
12.9
|
%
|
|
(9.4
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net investment income to average net asset value(4)
|
|
11.1
|
%
|
|
12.7
|
%
|
|
12.0
|
%
|
|
10.5
|
%
|
|
10.0
|
%
|
|||||
Net increase (decrease) in net assets to average net asset value(4)
|
|
9.2
|
%
|
|
13.3
|
%
|
|
8.8
|
%
|
|
5.1
|
%
|
|
7.1
|
%
|
|||||
Ratio of expenses to average net asset value(4)
|
|
10.2
|
%
|
|
10.8
|
%
|
|
11.5
|
%
|
|
9.4
|
%
|
|
9.2
|
%
|
|||||
Operating expenses excluding incentive fees to average net asset value
|
|
7.9
|
%
|
|
7.6
|
%
|
|
8.9
|
%
|
|
8.1
|
%
|
|
7.3
|
%
|
|||||
Income incentive fees to average net asset value
|
|
2.4
|
%
|
|
3.2
|
%
|
|
2.6
|
%
|
|
1.3
|
%
|
|
2.0
|
%
|
|||||
Capital gains incentive fees to average net asset value
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
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)
|
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)
|
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)
|
Percentage is presented on an annualized basis.
|
Ratios
(Percentages, on an annualized basis)(1)
|
|
For the Year Ended December 31, or as of December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||
Weighted average portfolio yield on total debt investments(2)
|
|
15.0
|
%
|
|
17.1
|
%
|
|
16.4
|
%
|
|
14.4
|
%
|
|
17.0
|
%
|
Coupon income
|
|
10.1
|
%
|
|
10.7
|
%
|
|
10.4
|
%
|
|
10.4
|
%
|
|
10.6
|
%
|
Accretion of discount
|
|
1.1
|
%
|
|
1.0
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
|
0.8
|
%
|
Accretion of end-of-term payments
|
|
1.9
|
%
|
|
2.2
|
%
|
|
2.0
|
%
|
|
2.5
|
%
|
|
4.0
|
%
|
Impact of prepayments during the period
|
|
1.9
|
%
|
|
3.2
|
%
|
|
3.2
|
%
|
|
0.7
|
%
|
|
1.6
|
%
|
(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.
|
(2)
|
The weighted average portfolio yields on total debt investments reflected above do not represent actual investment returns to the Company's stockholders.
|
Basic and Diluted Share Information
(in thousands, except per share data)
|
|
For the Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
Net investment income
|
|
$
|
38,253
|
|
|
$
|
34,989
|
|
|
$
|
26,266
|
|
Net increase in net assets resulting from operations
|
|
$
|
31,758
|
|
|
$
|
36,562
|
|
|
$
|
19,227
|
|
Basic and diluted weighted average shares of common stock outstanding
|
|
24,844
|
|
|
20,488
|
|
|
16,324
|
|
|||
Basic and diluted net investment income per share of common stock
|
|
$
|
1.54
|
|
|
$
|
1.71
|
|
|
$
|
1.61
|
|
Basic and diluted net increase in net assets resulting from operations per share of common stock
|
|
$
|
1.28
|
|
|
$
|
1.78
|
|
|
$
|
1.18
|
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Issuance of Common Stock for the Year Ended December 31, 2018 (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 2018 distribution reinvestment
|
|
4/6/2018
|
|
22
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$11.35 per share
|
Second quarter 2018 distribution reinvestment
|
|
6/15/2018
|
|
19
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
$12.08 per share
|
|||
Public offering of common stock(1)
|
|
8/9/2018
|
|
6,000
|
|
|
82,200
|
|
|
—
|
|
|
260
|
|
|
$13.70 per share
|
|||
Private placement(1)
|
|
8/9/2018
|
|
400
|
|
|
5,480
|
|
|
—
|
|
|
—
|
|
|
$13.70 per share
|
|||
Exercise of over-allotment option
|
|
8/31/2018
|
|
525
|
|
|
7,191
|
|
|
—
|
|
|
—
|
|
|
$13.70 per share
|
|||
Third quarter 2018 distribution reinvestment
|
|
9/14/2018
|
|
31
|
|
|
379
|
|
|
—
|
|
|
—
|
|
|
$12.39 per share
|
|||
Fourth quarter 2018 distribution reinvestment
|
|
12/14/2018
|
|
39
|
|
|
448
|
|
|
—
|
|
|
—
|
|
|
$11.35 per share
|
|||
Special 2018 distribution reinvestment
|
|
12/28/2018
|
|
14
|
|
|
145
|
|
|
—
|
|
|
—
|
|
|
$10.55 per share
|
|||
Total issuance
|
|
|
|
7,050
|
|
|
$
|
96,326
|
|
|
$
|
—
|
|
|
$
|
260
|
|
|
|
(1)
|
In connection with the offering, the Company’s investment adviser agreed to bear all of the sales load and to pay to the underwriters an additional supplemental payment of approximately $0.04 per share.
|
Issuance of Common Stock for the Year Ended December 31, 2017 (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
|
|||
Private placement
|
|
10/25/2017
|
|
1,594
|
|
|
21,583
|
|
|
—
|
|
|
—
|
|
|
$13.54 per share
|
|||
Private placement
|
|
10/25/2017
|
|
74
|
|
|
1,010
|
|
|
—
|
|
|
—
|
|
|
$13.65 per share
|
|||
Fourth quarter 2017 distribution reinvestment
|
|
12/1/2017
|
|
19
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
$12.69 per share
|
|||
Total issuance
|
|
|
|
1,750
|
|
|
$
|
23,632
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
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
|
|
|
|
Total cash distributions
|
|
|
|
|
|
|
|
$
|
8.52
|
|
|
(1)
|
The amount of this initial distribution reflected a quarterly dividend 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.
|
|
|
For the Year Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Paid-in capital in excess of par value
|
|
$
|
(259
|
)
|
|
$
|
(155
|
)
|
Undistributed net investment income
|
|
259
|
|
|
155
|
|
||
Realized gains (losses)
|
|
—
|
|
|
—
|
|
|
|
For the Year Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Undistributed ordinary income
|
|
$
|
7,249
|
|
|
$
|
4,203
|
|
Undistributed-long term capital gains/(loss) carryforward
|
|
(507
|
)
|
|
414
|
|
||
Unrealized gains (losses)
|
|
(7,537
|
)
|
|
(1,663
|
)
|
||
Total
|
|
$
|
(795
|
)
|
|
$
|
2,954
|
|
Selected Quarterly Financial Results (unaudited)
(in thousands, except per share data)
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31, 2019
|
|
June 30, 2019
|
|
September 30, 2019
|
|
December 31, 2019
|
|||||||||
Total investment and other income
|
|
$
|
17,491
|
|
|
$
|
18,941
|
|
|
$
|
15,690
|
|
|
$
|
21,265
|
|
Net investment income
|
|
$
|
9,915
|
|
|
$
|
10,123
|
|
|
$
|
7,113
|
|
|
$
|
11,102
|
|
Net realized gains (losses)
|
|
$
|
(29
|
)
|
|
$
|
(17
|
)
|
|
$
|
(1,801
|
)
|
|
$
|
1,226
|
|
Net unrealized gains (losses)
|
|
$
|
1,183
|
|
|
$
|
13,755
|
|
|
$
|
(14,124
|
)
|
|
$
|
(6,688
|
)
|
Net increase (decrease) in net assets resulting from operations
|
|
$
|
11,069
|
|
|
$
|
23,861
|
|
|
$
|
(8,812
|
)
|
|
$
|
5,640
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net investment income per share
|
|
$
|
0.40
|
|
|
$
|
0.41
|
|
|
$
|
0.29
|
|
|
$
|
0.45
|
|
Basic and diluted net increase in net assets per share
|
|
$
|
0.45
|
|
|
$
|
0.96
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.23
|
|
Net asset value per common share at period end
|
|
$
|
13.59
|
|
|
$
|
14.19
|
|
|
$
|
13.47
|
|
|
$
|
13.34
|
|
Selected Quarterly Financial Results (unaudited)
(in thousands, except per share data)
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
December 31, 2018
|
|||||||||
Total investment and other income
|
|
$
|
12,619
|
|
|
$
|
16,552
|
|
|
$
|
17,678
|
|
|
$
|
17,799
|
|
Net investment income
|
|
$
|
5,947
|
|
|
$
|
8,800
|
|
|
$
|
10,012
|
|
|
$
|
10,231
|
|
Net realized gains (losses)
|
|
$
|
8
|
|
|
$
|
773
|
|
|
$
|
904
|
|
|
$
|
(17
|
)
|
Net unrealized gains (losses)
|
|
$
|
1,988
|
|
|
$
|
(1,179
|
)
|
|
$
|
(5
|
)
|
|
$
|
(899
|
)
|
Net increase (decrease) in net assets resulting from operations
|
|
$
|
7,943
|
|
|
$
|
8,393
|
|
|
$
|
10,912
|
|
|
$
|
9,315
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net investment income per share
|
|
$
|
0.34
|
|
|
$
|
0.50
|
|
|
$
|
0.46
|
|
|
$
|
0.41
|
|
Basic and diluted net increase in net assets per share
|
|
$
|
0.45
|
|
|
$
|
0.47
|
|
|
$
|
0.50
|
|
|
$
|
0.38
|
|
Net asset value per common share at period end
|
|
$
|
13.34
|
|
|
$
|
13.45
|
|
|
$
|
13.59
|
|
|
$
|
13.50
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Stockholder Transaction Expenses:
|
|
|
|
Sales load payable by us (as a percentage of offering price)
|
—
|
%
|
(1)
|
Offering expenses (as a percentage of offering price)
|
—
|
%
|
(2)
|
Dividend reinvestment plan expenses
|
—
|
%
|
(3)
|
Total Stockholder Transaction Expenses (as a percentage of offering price)
|
—
|
%
|
|
Annual Expenses (as percentage of net assets attributable to common stock):
|
|
|
|
Base management fee payable under the Investment Advisory Agreement
|
2.58
|
%
|
(4)
|
Incentive fee payable under the Investment Advisory Agreement (20% of net investment income and realized capital gains)
|
2.44
|
%
|
(5)
|
Interest payments on borrowed funds
|
3.73
|
%
|
(6)
|
Other expenses
|
1.82
|
%
|
(7)
|
Total annual expenses
|
10.57
|
%
|
|
(1)
|
In the event that the securities under are sold to or through underwriters or agents, a corresponding prospectus or prospectus supplement will disclose the applicable sales load.
|
(2)
|
The prospectus supplement corresponding to each offering will disclose the applicable estimated amount of offering expenses, the offering price and the offering expenses borne by us as a percentage of the offering price.
|
(3)
|
The expenses associated with the administration of the dividend reinvestment plan are included in “Other expenses.” The plan administrator’s fees will be paid by us. We will not charge any brokerage charges or other charges to stockholders who participate in the plan. However, your own broker may impose brokerage charges in connection with your participation in the plan.
|
(4)
|
Our base management fee, payable quarterly in arrears, is calculated at an annual rate of 1.75% of our average adjusted gross assets, including assets purchased with borrowed amounts and other forms of leverage. See “Business-Management Agreements-Investment Advisory Agreement” in this Annual Report on Form 10-K for more information.
|
(5)
|
Assumes that annual incentive fees earned by our Adviser, remain consistent with the incentive fees that would have been earned by our Adviser (if not for the cumulative “catch-up” provision explained below) for the year December 31, 2019 adjusted for any equity issuances. The incentive fee consists of two components, investment income and capital gains, which are largely independent of each other, with the result that one component may be payable even if the other is not payable.
|
(6)
|
“Interest payments on borrowed funds” represent our annual interest payment, fees and credit facility expenses based on results of operations for the year ended December 31, 2019, including with respect to the Credit Facility and the 2022 Notes. The costs associated with any outstanding indebtedness are indirectly borne by our common stockholders. The amount of leverage we employ at any particular time will depend on, among other things, the Board’s and our Adviser’s assessment of the market and other factors at the time at any proposed borrowing. We may also issue preferred stock, subject to our compliance with applicable requirements under the 1940 Act.
|
(7)
|
“Other expenses” (approximately $6.0 million) represent amounts which are based upon the results of our operations for the year ended December 31, 2019, including payments under the Administration Agreement based on our allocable portion of overhead and other expenses incurred by our Administrator.
|
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
10 Years
|
||||||||
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return
|
|
$
|
115
|
|
|
$
|
265
|
|
|
$
|
405
|
|
|
$
|
720
|
|
You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return entirely from realized gains
|
|
$
|
125
|
|
|
$
|
291
|
|
|
$
|
443
|
|
|
$
|
771
|
|
(1)
|
Assumes no return from net realized capital gains or net unrealized capital appreciation.
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
(a)
|
Documents Filed as Part of this Report
|
(b)
|
Exhibits
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
4.2
|
|
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|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
10.5
|
|
|
|
10.6
|
|
|
|
10.7
|
|
|
|
10.8
|
|
|
|
10.9
|
|
|
|
10.10
|
|
|
|
10.11
|
|
|
|
10.12
|
|
|
|
21.1
|
|
|
|
23.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
99.1
|
(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)
|
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)
|
Incorporated by reference to Exhibit (1) to the Registrant’s Form 8-A (File No. 001-36328) on August 4, 2015.
|
(5)
|
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.
|
(6)
|
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.
|
(7)
|
Incorporated by reference to Exhibit (e) 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.
|
(8)
|
Incorporated by reference to Exhibit (g) to the Registrant’s Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014.
|
(9)
|
Incorporated by reference to Exhibit (j) to the Registrant’s Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014.
|
(10)
|
Incorporated by reference to Exhibit (k)(1) to the Registrant’s Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014.
|
(11)
|
Incorporated by reference to Exhibit (k)(2) to the Registrant’s Pre-Effective Amendment No. 2 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on February 24, 2014.
|
(12)
|
Incorporated by reference to Exhibit (k)(3) 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.
|
(13)
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 814-01044) filed on August 28, 2019.
|
(14)
|
Incorporated by reference to Exhibit (k)(9) to the Registrant’s Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014.
|
(15)
|
Incorporated by reference to Exhibit (k)(10) to the Registrant’s Pre-Effective Amendment No. 3 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-191871) filed on March 3, 2014.
|
(16)
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 814-01044) filed on October 26, 2017.
|
(17)
|
Incorporated by reference to Exhibit (k) (14) to the Registrant’s Post-Effective Amendment No. 1 to TriplePoint Venture Growth BDC Corp.’s registration statement on Form N-2 (File No. 333-223924) filed on August 9, 2018.
|
(18)
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K (File No. 814-01044) filed on October 26, 2017.
|
(c)
|
Financial Statement Schedules
|
|
|
|
|
TriplePoint Venture Growth BDC Corp.
|
Date: March 4, 2020
|
|
By:
|
|
/s/ JAMES P. LABE
|
|
|
|
|
James P. Labe
|
|
|
|
|
Chief Executive Officer
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
|
By:
|
/s/ JAMES P. LABE
|
|
Chief Executive Officer and Chairman of the
Board (Principal Executive Officer)
|
|
March 4, 2020
|
|
James P. Labe
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CHRISTOPHER M. MATHIEU
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
March 4, 2020
|
|
Christopher M. Mathieu
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ SAJAL K. SRIVASTAVA
|
|
Chief Investment Officer, President, Secretary,
Treasurer and Director
|
|
March 4, 2020
|
|
Sajal K. Srivastava
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ GILBERT E. AHYE
|
|
Director
|
|
March 4, 2020
|
|
Gilbert E. Ahye
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEVEN P. BIRD
|
|
Director
|
|
March 4, 2020
|
|
Steven P. Bird
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ STEPHEN A. CASSANI
|
|
Director
|
|
March 4, 2020
|
|
Stephen A. Cassani
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ CYNTHIA M. FORNELLI
|
|
Director
|
|
March 4, 2020
|
|
Cynthia M. Fornelli
|
|
|
|
|
•
|
amendments to the provisions of our charter relating to the classification of the Board, the power of the Board to fix the number of directors and to fill vacancies on the Board, the vote required to elect or remove a director and the Board’s exclusive power to amend our bylaws;
|
•
|
charter amendments that would convert us from a closed-end company to an open-end company or make our common stock a redeemable security (within the meaning of the 1940 Act);
|
•
|
our liquidation or dissolution;
|
•
|
amendments to the provisions of our charter relating to the vote required to approve our dissolution, amendments to our charter and extraordinary transactions;
|
•
|
any merger, consolidation, conversion, statutory share exchange or sale or exchange of all or substantially all of our assets that the Maryland General Corporation Law requires be approved by our stockholders; or
|
•
|
any transaction between us and a person, or group of persons acting together (including, without limitation, a “group” for purposes of Section 13(d) of the Exchange Act or any successor provision), that is entitled to exercise or direct the exercise, or acquire the right to exercise or direct the exercise, directly or indirectly, other than solely by virtue of a revocable proxy, of one-tenth or more of the voting power in the election of directors generally, or any person
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority of all voting power.
|
•
|
any person who, directly or indirectly, beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or
|
•
|
affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting stock of the corporation.
|
•
|
80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
|
•
|
two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
|
•
|
we do not pay the principal of (or premium, if any, on) any Note on its due date.
|
•
|
we do not pay interest on any Note when due, and such default is not cured within 30 days of its due date.
|
•
|
we remain in breach of any other covenant with respect to the Notes for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25% of the principal amount of the Notes.
|
•
|
we file for bankruptcy, or certain other events of bankruptcy, insolvency, or reorganization occur and, in the case of certain orders or decrees entered against us under any bankruptcy law, such order or decree remains undischarged or unstayed for a period of 60 days.
|
•
|
on the last business day of each of 24 consecutive calendar months, the Notes have an asset coverage, as defined in the 1940 Act, of less than 100% after giving effect to any exemptive relief granted to us by the SEC.
|
•
|
any such note holder must give the trustee written notice that an Event of Default has occurred and remains uncured;
|
•
|
the holders of at least 25% in principal amount of all the Notes must make a written request that the trustee take action because of the default and must offer the trustee indemnity, security or both reasonably satisfactory to it against the cost and other liabilities of taking that action;
|
•
|
the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity and/or security; and
|
•
|
the holders of a majority in principal amount of the Notes must not have given the trustee a direction inconsistent with the above notice during that 60-day period.
|
•
|
in the payment of principal (or premium, if any) or interest; or
|
•
|
in respect of a covenant that cannot be modified or amended without the consent of each holder.
|
•
|
where we merge out of existence or convey or transfer our assets substantially as an entirety, the resulting entity must agree to be legally responsible for our obligations under the Notes;
|
•
|
the merger or sale of assets must not cause a default on the Notes and we must not already be in default (unless the merger or sale would cure the default). For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described under “Events of Default” above. A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded; and
|
•
|
we must deliver certain certificates and documents to the trustee.
|
•
|
change the stated maturity of the principal of or interest on the Notes;
|
•
|
reduce any amounts due on the Notes;
|
•
|
reduce the amount of principal payable upon acceleration of the maturity of a Note following a default;
|
•
|
change the place or currency of payment on a Note;
|
•
|
impair the Note holders’ right to sue for payment;
|
•
|
reduce the percentage of holders of Notes whose consent is needed to modify or amend the indenture; and
|
•
|
reduce the percentage of holders of Notes whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults.
|
•
|
to evidence succession to us and the assumption by any such successor to the covenants contained in the Notes;
|
•
|
to add to our covenants for the benefit of the holders of the Notes or to surrender any right or power conferred upon us by the indenture;
|
•
|
to add additional Events of Default for the benefit of the holders of the Notes;
|
•
|
to change or eliminate any of the provisions of the indenture, provided that any such change or elimination shall become effectively only when there are no Notes outstanding;
|
•
|
to secure the Notes;
|
•
|
to establish the form or terms of the Notes;
|
•
|
to evidence and provide for the acceptance and appointment by a successor trustee and to provide for or facilitate the administration of the trusts under the indenture by more than one trustee;
|
•
|
to cure any ambiguity or to correct or supplement any inconsistent provision of the indenture; and
|
•
|
to supplement any of the provisions of the indenture to permit or facilitate the defeasance and discharge of any series of securities provided that any such action shall not adversely affect the holders of the Notes in any material respect.
|
•
|
if the change affects only the Notes, it must be approved by the holders of a majority in principal amount of the Notes; and
|
•
|
if the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.
|
•
|
since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the Notes a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates;
|
•
|
we must deliver to the trustee a legal opinion of our counsel confirming that, under current U.S. federal income tax law, we may make the above deposit without causing Note holders to be taxed on the Notes any differently than if we did not make the deposit;
|
•
|
we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to covenant defeasance have been complied with;
|
•
|
defeasance must not result in a breach or violation of, or result in a default under, the indenture or any of our other material agreements or instruments;
|
•
|
no default or event of default with respect to the Notes shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency, or reorganization shall occur during the next 90 days.
|
•
|
Since the Notes are denominated in U.S. dollars, we must deposit in trust for the benefit of all holders of the Notes a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the Notes on their various due dates;
|
•
|
we must deliver to the trustee a legal opinion confirming that there has been a change in current U.S. federal income tax law or an Internal Revenue Service, or the “IRS,” ruling that allows us to make the above deposit without causing Note holders to be taxed on the Notes any differently than if we did not make the deposit;
|
•
|
we must deliver to the trustee a legal opinion of our counsel stating that the above deposit does not require registration by us under the 1940 Act, and a legal opinion and officers’ certificate stating that all conditions precedent to defeasance have been complied with;
|
•
|
defeasance must not result in a breach or violation of, or constitute a default under, of the indenture or any of our other material agreements or instruments; and
|
•
|
no default or event of default with respect to the Notes shall have occurred and be continuing and no defaults or events of default related to bankruptcy, insolvency, or reorganization shall occur during the next 90 days.
|
•
|
We agree that for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to us by the SEC.
|
•
|
We agree that, for the period of time during which Notes are outstanding, we will not violate Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions thereto of the 1940 Act, whether or not we are subject to such provisions of the 1940 Act, and after giving effect to any exemptive relief granted to us by the SEC, except that we may declare a cash dividend or distribution, notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act, but only up to such amount as is necessary in order for us to maintain our status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986; provided, however, that this prohibition will not apply until such time as our asset coverage has been below the minimum asset coverage required pursuant to Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions thereto of the 1940 Act (after giving effect to any exemptive relief granted to us by the SEC) for more than six (6) consecutive months.
|
•
|
If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we agree to furnish to the trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable U.S. GAAP.
|
•
|
our indebtedness (including indebtedness of others guaranteed by us), whenever created, incurred, assumed or guaranteed, for money borrowed, that we have designated as “Senior Indebtedness” for purposes of the indenture and in accordance with the terms of the indenture (including any indenture securities designated as Senior Indebtedness), and
|
•
|
renewals, extensions, modifications and refinancings of any of this indebtedness.
|
•
|
pari passu, or equal, with any of our existing and future unsecured indebtedness;
|
•
|
senior to any of our future indebtedness that expressly provides it is subordinated to the Notes;
|
•
|
effectively subordinated to all of our future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness;
|
•
|
structurally subordinated to all of our existing and future indebtedness and other obligations of any subsidiaries, financing vehicles, or similar facilities we may form in the future, with respect to claims on the assets of any such subsidiaries, financing vehicles, or similar facilities.
|
By:
|
/s/ James P. Labe
|
|
James P. Labe
|
|
Chief Executive Officer
|
By:
|
/s/ Christopher M. Mathieu
|
|
Christopher M. Mathieu
|
|
Chief Financial Officer
|
|
/s/ James P. Labe
|
Name:
|
James P. Labe
|
Date:
|
March 4, 2020
|
|
/s/ Christopher M. Mathieu
|
Name:
|
Christopher M. Mathieu
|
Date:
|
March 4, 2020
|