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FAIR VALUE MEASUREMENTS
9 Months Ended
Sep. 30, 2022
FAIR VALUE MEASUREMENTS  
FAIR VALUE MEASUREMENTS

NOTE 5 – FAIR VALUE MEASUREMENTS

Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active public markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about what market participants would use in pricing an asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the financial instrument.

A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting Level 3 of the fair value hierarchy are reported as transfers in or out of the Level 3 category as of the beginning of the quarter in which the reclassifications occur. During the nine months ended September 30, 2022 and year ended December 31, 2021, there were no changes in the observability of valuation inputs that would have resulted in a reclassification of assets between any levels.

Fair value for each investment is derived using a combination of valuation methodologies that, in the judgment of the Investment Committee are most relevant to such investment, including, without limitation, being based on one or more of the following: (i) market prices obtained from market makers for which the Investment Committee has deemed there to be enough breadth (number of quotes) and depth (firm bids) to be indicative of fair value, (ii) the price paid or realized in a completed transaction or binding offer received in an arm’s-length transaction, (iii) a discounted cash flow analysis, (iv) the guideline public company method, (v) the similar transaction method or (vi) the option pricing method.

The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of September 30, 2022:

    

Level 1

    

Level 2

    

Level 3

    

Total

First lien secured loans

$

$

$

615,945

$

615,945

Second lien secured loans

 

 

 

20,383

 

20,383

Subordinated unsecured loans

 

 

167

 

167

Subordinated Note to STRS JV

 

 

 

80,000

 

80,000

Equity (excluding STRS JV)

 

 

 

25,993

 

25,993

Equity in STRS JV(1)

 

 

 

 

22,066

Total investments

$

$

$

742,488

$

764,554

(1)The Company’s equity investment in STRS JV is measured using the net asset value per share as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.

The Company’s forward currency contracts, which were valued at $10 as of September 30, 2022, are characterized in Level 2 of the hierarchy.

The following table presents investments (as shown on the consolidated schedule of investments) that were measured at fair value as of December 31, 2021:

    

Level 1

    

Level 2

    

Level 3

Total

First lien secured loans

$

$

$

697,232

$

697,232

Second lien secured loans

 

 

 

23,650

 

23,650

Subordinated Note to STRS JV

 

 

167

 

167

Subordinated Note to STRS JV

 

 

 

60,000

60,000

Equity (excluding STRS JV)

 

 

 

22,552

 

22,552

Equity in STRS JV(1)

 

 

 

 

15,607

Total investments

$

$

$

803,601

$

819,208

(1)The Company’s equity investment in STRS JV is measured using the net asset value per share as a practical expedient for fair value, and thus has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated statements of assets and liabilities.

The following table presents the changes in investments measured at fair value using Level 3 inputs for the three and nine months ended September 30, 2022:

    

First Lien

    

Second Lien

    

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Three months ended September 30, 2022

Loans

Loans

Notes

JV

Equity

Investments

Fair value, beginning of period

$

614,859

$

22,063

 

$

167

$

80,000

$

27,111

$

744,200

Funding of investments

 

52,893

 

 

 

 

408

 

53,301

Non-cash interest income

 

594

 

3

 

 

 

 

597

Accretion of discount

 

1,039

 

21

 

 

 

 

1,060

Proceeds from paydowns and sales

 

(48,549)

 

 

 

 

(1,011)

 

(49,560)

Conversions

 

 

 

 

 

 

Realized gains (losses)

 

45

 

 

 

 

154

 

199

Net unrealized (depreciation) appreciation

 

(4,936)

 

(1,704)

 

 

 

(669)

 

(7,309)

Fair value, end of period

$

615,945

$

20,383

 

$

167

$

80,000

$

25,993

$

742,488

Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2022

$

(4,689)

$

(1,702)

$

$

$

(384)

$

(6,775)

    

First Lien

    

Second Lien

    

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Nine months ended September 30, 2022

Loans

Loans

Notes

JV

Equity

Investments

Fair value, beginning of period

$

697,232

$

23,650

 

$

167

$

60,000

$

22,552

$

803,601

Funding of investments

 

222,667

 

 

 

20,000

 

1,085

 

243,752

Non-cash interest income

 

1,548

 

5

 

 

 

 

1,553

Accretion of discount (premium)

 

3,972

 

64

 

 

 

 

4,036

Proceeds from paydowns and sales

 

(293,935)

 

 

 

 

(2,862)

 

(296,797)

Conversions

 

(4,060)

 

 

 

 

4,060

 

Realized gains (losses)

 

(16,994)

 

(1,024)

 

 

 

1,919

 

(16,099)

Net unrealized (depreciation) appreciation

 

5,515

 

(2,312)

 

 

 

(761)

 

2,442

Fair value, end of period

$

615,945

$

20,383

 

$

167

$

80,000

$

25,993

$

742,488

Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2022

$

(6,691)

$

(3,336)

$

$

$

(600)

$

(10,627)

The following table presents the changes in investments measured at fair value using Level 3 inputs for the three and nine months ended September 30, 2021:

    

First Lien

    

Second Lien

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Three months ended September 30, 2021

Loans

Loans

Notes

JV

Equity

Investments

Fair value, beginning of period

$

562,837

$

29,714

 

$

$

49,809

$

16,033

$

658,393

Funding of investments

 

135,497

 

 

167

 

7,488

 

2,278

 

145,430

Non-cash interest income

 

173

 

1

 

 

 

 

174

Accretion of discount

 

2,115

 

29

 

 

 

 

2,144

Proceeds from paydowns and sales

 

(133,361)

 

 

 

 

 

(133,361)

Realized gains

 

120

 

 

 

 

(11)

 

109

Net unrealized (depreciation) appreciation

 

(2,385)

 

(82)

 

 

 

1,888

 

(579)

Fair value, end of period

$

564,996

$

29,662

$

167

$

57,297

$

20,188

$

672,310

Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2021

$

216

$

112

$

$

$

2,931

$

3,259

    

First Lien

    

Second Lien

    

Subordinated

    

    

Secured

Secured

Subordinated

Notes to STRS

Total

Nine months ended September 30, 2021

Loans

Loans

Notes

JV

Equity

Investments

Fair value, beginning of period

$

588,580

$

27,596

 

$

$

41,073

$

23,319

$

680,568

Funding of investments

 

310,749

 

14,550

 

498

 

16,224

 

2,938

 

344,959

Non-cash interest income

 

857

 

3

 

 

 

 

860

Accretion of discount

 

5,549

 

125

 

 

 

(25)

 

5,649

Proceeds from paydowns and sales

 

(341,177)

 

(12,670)

 

(331)

 

 

(9,442)

 

(363,620)

Realized losses

 

8,288

 

 

 

 

(574)

 

7,714

Net unrealized (depreciation) appreciation

 

(7,850)

 

58

 

 

 

3,972

 

(3,820)

Fair value, end of period

$

564,996

$

29,662

$

167

$

57,297

$

20,188

$

672,310

Change in unrealized appreciation (depreciation) on investments still held as of September 30, 2021

$

1,516

$

113

$

$

$

3,211

$

4,840

The significant unobservable inputs used in the fair value measurement of the Company’s investments are the discount rate, market quotes and exit multiples. An increase or decrease in the discount rate in isolation would result in significantly lower or higher fair value measurement, respectively. An increase or decrease in the market quote for an investment would in isolation result in significantly higher or lower fair value measurement, respectively. An increase or decrease in the exit multiple would in isolation result in significantly higher or lower fair value measurement, respectively. As the fair value of a debt investment diverges from par, which would generally be the case for non-accrual loans, the fair value measurement of that investment is more susceptible to volatility from changes in exit multiples as a significant unobservable input.

Quantitative information about Level 3 fair value measurements is as follows:

Fair Value as of

Valuation

Unobservable

Range

Investment Type

September 30, 2022

Techniques

Inputs

(Weighted Average)(1)

First lien secured loans

$

406,569

Discounted cash flows

Discount rate

7.5% – 19.9% (12.4%)

37,014

Recent transaction

Transaction price

82.0 – 99.1 (91.8)

111,055

Discounted cash flows and Recent transaction

Discount rate

7.6% – 13.5% (12.6%)

Transaction price

92.4 – 100.0 (97.9)

30,790

Discounted cash flows and Market quote

Discount Rate

10.5% – 11.8% (11.4%)

Market Quote

85.2 – 95.1 (90.7)

30,517

Expected repayment

Transaction price

100.0

$

615,945

Second lien secured loans

$

3,274

Discounted cash flows

Discount rate

17.4%

4,912

Discounted cash flows and Recent transaction

Transaction price

98.6

Discount rate

12.2%

12,197

Discounted cash flows and Market quote

Discount Rate

18.2%

Market Quote

77.8

$

20,383

Subordinated Notes

$

80,000

Enterprise value

167

Discounted cash flows

Discount Rate

4.1%

$

80,167

Preferred Equity

$

2,217

Discounted cash flows

Discount rate

24.3% – 25.5% (24.4%)

EBITDA Multiple

9.0x

816

Discounted cash flows and Enterprise value

Discount Rate

17.0%

EBITDA Multiple

3.6x - 8.5x (6.1x)

Discount for lack of marketability

15.0%

853

Enterprise value

Discount Rate

11.7%

$

3,886

Common Equity

$

1,614

Discounted cash flows

Discount rate

19.3% – 21.3% (21.1%)

EBITDA Multiple

7.5x

9,523

Discounted cash flows and Enterprise value

Discount Rate

12.0% – 19.4% (18.1%)

EBITDA Multiple

4.8 - 12.1 (9.3x)

361

Enterprise value

EBITDA Multiple

13.3x - 17.1x (15.2x)

Discount for lack of marketability

10.0%

219

Collateral value and Recent transaction

Transaction price

$1.30 per share

EBITDA Multiple

8.0x

Discount for lack of marketability

15.0%

2,471

Collateral value

EBITDA Multiple

6.0x – 10.0x (8.0x)

Discount for lack of marketability

15.0%

400

Recent transaction

Transaction price

$1.00 per share

1,264

Recent transaction and Enterprise value

Transaction price

$10.0 - 1,000.0 (482.4 per share)

EBITDA Multiple

5.0x – 12.3x (8.8x)

Discount for lack of marketability

15.0%

$

15,852

Warrant

3,823

Discounted cash flows and Option-pricing method

Discount rate

19.3%

EBITDA multiple

10.2x

Discount for lack of marketability

15.0%

2,432

Discounted cash flows

Discount Rate

0.5%

EBITDA Multiple

0.3x

Volatility

0.0%

Discount for lack of marketability

0.4%

$

6,255

Total Level 3 Investments

$

742,488

(1)Unobservable inputs were weighted by the relative fair value of the investments.

Fair Value as of

Valuation

Unobservable

Range

Investment Type

December 31, 2021

Techniques

Inputs

(Weighted Average)(1)

First lien secured loans

$

358,921

Discounted cash flows

Discount rate

4.5% – 21.8% (9.8%)

Exit EBITDA multiple

5.5x – 15.0x (8.3x)

209,892

Recent transaction

Transaction price

94.5 – 99.1 (97.9)

113,808

Discounted cash flows and Recent transaction

Discount rate

7.2% – 10.3% (8.6%)

Transaction price

97.5 – 98.8 (98.4)

Exit EBITDA multiple

7.0x – 11.0x (9.5x)

7,542

Guideline public companies

LTM EBITDA multiple

5.1x

7,069

Expected repayment

-

-

$

697,232

Second lien secured loans

$

18,725

Discounted cash flows

Discount rate

11.5% – 22.3% (14.2%)

Exit EBITDA multiple

6.5x – 8.5x (8.0x)

4,925

Recent transaction

Transaction price

98.5

$

23,650

Subordinated Notes

$

60,000

Enterprise value

-

-

167

Recent transaction

Transaction price

100.0

$

60,167

Preferred Equity

$

1,018

Similar transactions

LTM EBITDA multiple

9.7x

Discount for lack of marketability

15.0%

786

Discounted cash flows and Guideline public companies

Discount Rate

17.3%

Exit EBITDA Multiple

11.0x

LTM EBITDA Multiple

7.9x

NFY EBITDA Multiple

7.5x

Discount for lack of marketability

10.0%

1,007

Recent transaction

Transaction price

$1.00 – $56.30 ($47.13) per share

$

2,811

Common Equity

$

3,602

Discounted cash flows

Discount rate

13.0% – 22.7% (15.0%)

Exit EBITDA Multiple

8.6x – 10.0x (9.6x)

Discount for lack of marketability

10.0% – 15.0% (10.3%)

8,124

Discounted cash flows, Guideline public companies and Expected repayment

Discount rate

14.0% – 19.0% (18.2%)

Exit EBITDA Multiple

8.0x – 11.0x (10.5x)

NFY EBITDA Multiple

8.6x – 10.8x (8.9x)

Discount for lack of marketability

10.0%

Transaction price

$1.00 per share

2,052

Similar transactions

LTM EBITDA Multiple

6.0x – 13.4x (10.5x)

1,502

Recent transaction

Transaction price

$1.00 – $1,000.00 ($289.95) per share

$

15,280

Warrant

4,461

Discounted cash flows and Option-pricing method

Discount rate

22.7% – 29.5% (29.2%)

Exit EBITDA multiple

5.5x – 8.6x (5.9x)

Volatility

3.5% – 8.7% (3.6%)

Discount for lack of marketability

15.0%

$

4,461

Total Level 3 Investments

$

803,601

(1)Unobservable inputs were weighted by the relative fair value of the investments.

Valuation of investments may be determined by weighting various valuation techniques. Significant judgment is required in selecting the assumptions used to determine the fair values of these investments. The valuation methods

selected for a particular investment are based on the circumstances and on the sufficiency of data available to measure fair value. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances.

The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the nature of the instrument, whether the instrument is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires a greater degree of judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.

The determination of fair value using the selected methodologies takes into consideration a range of factors including the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public and private exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment, compliance with agreed upon terms and covenants, and assessment of credit ratings of an underlying borrower. These valuation methodologies involve a significant degree of judgment to be exercised.

As it relates to investments which do not have an active public market, there is no single standard for determining the estimated fair value. Valuations of privately held investments are inherently uncertain, and they may fluctuate over short periods of time and may be based on estimates. The determination of fair value may differ materially from the values that would have been used if a ready market for these investments existed.

In some cases, fair value for such investments is best expressed as a range of values derived utilizing different methodologies from which a single estimate may then be determined. Consequently, fair value for each investment may be derived using a combination of valuation methodologies that, in the judgment of the investment professionals, are most relevant to such investment. The selected valuation methodologies for a particular investment are consistently applied on each measurement date. However, a change in a valuation methodology or its application from one measurement date to another is possible if the change results in a measurement that is equally or more representative of fair value in the circumstances.

The following table presents the principal amount and fair value of the Company’s borrowings as of September 30, 2022 and December 31, 2021. The fair value of the Credit Facility (as defined in Note 6) was estimated by discounting remaining payments using applicable market rates or market quotes for similar instruments at the measurement date, if available. As of September 30, 2022, the Credit Facility approximates its carrying value as the outstanding balance is callable at carrying value. The fair value of the Company’s 6.00% private notes due 2023 (the “6.000% 2023 Notes”), the 5.375% private notes due 2025 (the “5.375% 2025 Notes”), the 5.375% private notes due 2026 (the “5.375% 2026 Notes”), the 4.00% notes due 2026 (the “4.000% 2026 Notes”), the 5.625% private notes due 2027 (the “5.625% 2027 Notes”), and the 4.25% private notes due 2028 (the “4.250% 2028 Notes”) were estimated using discounted future cash flows to the valuation date.

As of September 30, 2022

As of December 31, 2021

Fair

Principal Amount

Principal Amount

    

Value Level

    

Outstanding

    

Fair Value

    

Outstanding

    

Fair Value

JPM Credit Facility

 

3

$

246,101

$

243,552

$

291,637

$

302,147

6.000% 2023 Notes

 

3

 

30,000

 

29,860

 

30,000

 

31,802

5.375% 2025 Notes

 

3

 

40,000

 

37,355

 

40,000

 

40,687

5.375% 2026 Notes

3

10,000

9,089

10,000

10,091

4.000% 2026 Notes

 

3

 

75,000

 

67,132

 

75,000

 

74,957

5.625% 2027 Notes

 

3

 

10,000

 

8,983

 

10,000

 

10,097

4.250% 2028 Notes

3

25,000

 

21,642

25,000

 

24,861

$

436,101

$

417,613

$

481,637

$

494,642