TriplePoint Venture Growth(TPVG) - 2020 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (unaudited) This section presents the unaudited consolidated financial statements, investment schedules, and comprehensive explanatory notes Consolidated Statements of Assets and Liabilities | Metric | Sep 30, 2020 (in thousands) | Dec 31, 2019 (in thousands) | | :----- | :-------------------------- | :-------------------------- | | Investments at fair value | $646,813 | $653,129 | | Total assets | $675,435 | $684,148 | | Revolving Credit Facility | $112,000 | $262,300 | | 2025 Notes, net | $69,098 | — | | Total liabilities | $266,080 | $351,642 | | Total net assets | $409,355 | $332,506 | | Net asset value per share | $13.28 | $13.34 | Consolidated Statements of Operations | Metric (in thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total investment and other income | $23,125 | $15,690 | $67,761 | $52,122 | | Total operating expenses | $10,920 | $8,577 | $31,783 | $24,971 | | Net investment income | $12,205 | $7,113 | $35,978 | $27,151 | | Net realized and unrealized gains (losses) | $2,239 | $(15,925) | $(5,430) | $(1,033) | | Net increase (decrease) in net assets resulting from operations | $14,444 | $(8,812) | $30,548 | $26,118 | | Basic and diluted net investment income per share | $0.40 | $0.29 | $1.18 | $1.09 | | Basic and diluted net increase (decrease) in net assets per share | $0.47 | $(0.35) | $1.00 | $1.05 | Consolidated Statements of Changes in Net Assets | Metric (in thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Balance at beginning of period (June 30) | $405,523 | $352,652 | $332,506 (Dec 31) | $334,531 (Dec 31) | | Net increase (decrease) in net assets from operations | $14,444 | $(8,812) | $30,548 | $26,118 | | Issuance of common stock | — | — | $78,236 | — | | Distributions from net investment income | $(11,082) | $(8,948) | $(33,192) | $(26,804) | | Balance at end of period (Sep 30) | $409,355 | $335,446 | $409,355 | $335,446 | Consolidated Statements of Cash Flows | Metric (in thousands) | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :-------------------- | :-------------------------- | :-------------------------- | | Net cash provided by (used in) operating activities | $34,255 | $(70,409) | | Net cash provided by (used in) financing activities | $(35,002) | $121,087 | | Net change in cash and restricted cash | $(747) | $50,678 | | Cash and restricted cash at end of period | $25,694 | $60,627 | Consolidated Schedules of Investments | Investment Type (in thousands) | Sep 30, 2020 Cost | Sep 30, 2020 Fair Value | Dec 31, 2019 Cost | Dec 31, 2019 Fair Value | | :----------------------------- | :---------------- | :---------------------- | :---------------- | :---------------------- | | Debt investments | $632,146 | $611,052 | $630,724 | $604,518 | | Warrant investments | $19,554 | $20,697 | $18,150 | $22,090 | | Equity investments | $12,649 | $15,064 | $11,801 | $26,521 | | Total Investments | $664,349 | $646,813 | $660,675 | $653,129 | - As of September 30, 2020, the company had 209 investments in 71 companies, including 109 debt, 75 warrant, and 25 direct equity investments. Three portfolio companies were publicly traded[209] - The weighted average loan to enterprise value ratio for debt investments at underwriting was 8.3% as of September 30, 2020, down from 9.3% at December 31, 2019[209][210] Notes to Consolidated Financial Statements Note 1. Organization - The Company is an externally-managed non-diversified, closed-end investment company, elected to be treated as a Business Development Company (BDC) and intends to qualify annually as a Regulated Investment Company (RIC)[78] - Investment objective is to maximize total return to stockholders primarily through current income and, secondarily, capital appreciation by lending with warrants to venture growth stage companies[79] Note 2. Significant Accounting Policies - Interim consolidated financial statements are prepared in conformity with GAAP for interim financial information and SEC reporting requirements[81] - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TPVG Variable Funding Company LLC and TPVG Investment LLC[80][82] Note 3. Related Party Agreements and Transactions - The Company pays the Adviser a base management fee (1.75% of average adjusted gross assets) and an incentive fee (20.0% of pre-incentive fee net investment income above a 2.0% hurdle rate, subject to a total return requirement, and 20.0% of cumulative realized capital gains net of losses)[88][89][90][92] | Fee Type (in thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :---------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Base management fee | $3,347 | $2,270 | $9,357 | $6,107 | | Income incentive fee | $3,051 | $1,745 | $5,935 | $6,754 | | Capital gains incentive fee | $— | $— | $— | $— | - The Company reimburses the Administrator for costs and expenses incurred for administrative services, which were $0.4 million and $1.7 million for the three and nine months ended September 30, 2020, respectively[96][97] Note 4. Investments - Investments are valued in accordance with ASC Topic 820, using a fair value hierarchy (Level 1, 2, 3). The Board, with Adviser and independent valuation agents, determines fair value for non-publicly traded investments[98][99][100] | Investment Type (in thousands) | Sep 30, 2020 Level 1 | Sep 30, 2020 Level 2 | Sep 30, 2020 Level 3 | Sep 30, 2020 Total | Dec 31, 2019 Level 1 | Dec 31, 2019 Level 2 | Dec 31, 2019 Level 3 | Dec 31, 2019 Total | | :----------------------------- | :------------------- | :------------------- | :------------------- | :----------------- | :------------------- | :------------------- | :------------------- | :----------------- | | Debt investments | $— | $— | $611,052 | $611,052 | $— | $— | $604,518 | $604,518 | | Warrant investments | $— | $— | $20,697 | $20,697 | $— | $— | $22,090 | $22,090 | | Equity investments | $3,067 | $— | $11,997 | $15,064 | $13,901 | $1,452 | $11,168 | $26,521 | | Total investments | $3,067 | $— | $643,746 | $646,813 | $13,901 | $1,452 | $637,776 | $653,129 | - For the nine months ended September 30, 2020, net realized gains on investments were $4.6 million, primarily from selling publicly traded shares, offset by $20.1 million in realized losses from three obligors on the credit watch list[127] - Net change in unrealized losses for the nine months ended September 30, 2020, was $10.0 million, mainly due to the reversal of $13.0 million in unrealized gains from sold public shares, partially offset by the reversal of $19.4 million in unrealized losses from three Red (5) rated obligors[130][131] Note 5. Credit Risk - Debt investments are subject to business, financial market, and legal uncertainties, with values potentially fluctuating due to interest rates and borrower defaults[137] - Portfolio companies' ability to repay debt often relies on further venture capital funding, future sales, or IPOs, increasing risk if defaults occur or collateral is insufficient[138] Note 6. Borrowings | Liability (in thousands) | Sep 30, 2020 Total Commitment | Sep 30, 2020 Balance Outstanding | Dec 31, 2019 Total Commitment | Dec 31, 2019 Balance Outstanding | | :----------------------- | :---------------------------- | :------------------------------- | :---------------------------- | :------------------------------- | | Revolving Credit Facility | $300,000 | $112,000 | $300,000 | $262,300 | | 2022 Notes | $74,750 | $74,750 | $74,750 | $74,750 | | 2025 Notes | $70,000 | $70,000 | $— | $— | | Total borrowings outstanding, net of deferred financing and issuance costs | $444,750 | $254,185 | $374,750 | $334,151 | | Interest Expense (in thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Revolving Credit Facility Total | $1,464 | $1,993 | $6,572 | $4,790 | | 2022 Notes Total | $1,208 | $1,209 | $3,622 | $3,625 | | 2025 Notes Total | $837 | $— | $1,789 | $— | | Total interest expense and amortization of fees | $3,509 | $3,202 | $11,983 | $8,415 | - The Company entered into an unsecured revolving loan agreement with the Adviser (Adviser Revolver) on May 6, 2020, with a maximum credit limit of $50.0 million ($25.0 million currently available) and an annual interest rate of 6.0%. No outstanding borrowings as of September 30, 2020[158] Note 7. Commitments and Contingencies | Metric (in thousands) | Sep 30, 2020 | Dec 31, 2019 | | :-------------------- | :----------- | :----------- | | Total unfunded commitments | $168,250 | $226,083 | | Dependent on milestones | $31,500 | $59,333 | | Expiring during 2020 | $85,000 | $188,083 | | Expiring during 2021 | $83,250 | $38,000 | - The fair value of the unfunded commitment liability was $1.6 million as of September 30, 2020, and $2.2 million as of December 31, 2019, categorized as Level 3 liabilities[163][164] Note 8. Financial Highlights | Metric | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Net asset value at beginning of period | $13.34 | $13.50 | | Net investment income per share | $1.18 | $1.09 | | Net increase (decrease) in net assets from operations per share | $1.00 | $1.05 | | Net asset value at end of period | $13.28 | $13.47 | | Total return based on net asset value per share | 13.4% | 7.7% | | Total return based on stock price | (11.5)% | 63.2% | | Weighted average portfolio yield on total debt investments | 13.4% | 14.9% | Note 9. Net Increase (Decrease) in Net Assets per Share | Metric (in thousands, except per share data) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net investment income | $12,205 | $7,113 | $35,978 | $27,151 | | Net increase (decrease) in net assets resulting from operations | $14,444 | $(8,812) | $30,548 | $26,118 | | Basic and diluted net investment income per share | $0.40 | $0.29 | $1.18 | $1.09 | | Basic and diluted net increase (decrease) in net assets per share | $0.47 | $(0.35) | $1.00 | $1.05 | Note 10. Equity - Since inception through September 30, 2020, the Company issued 30,837,545 shares of common stock, raising $432.9 million in net proceeds from various offerings[175] - The Company operates an "opt out" dividend reinvestment plan, automatically reinvesting cash distributions into additional common stock unless stockholders opt out[176] | Issuance Type | Date | Shares Issued (in thousands) | Gross Proceeds Raised (in thousands) | Gross Offering Price | | :------------ | :--- | :--------------------------- | :----------------------------------- | :------------------- | | Public follow-on | 1/13/2020 | 5,000 | $70,400 | $14.08 per share | | Public follow-on (over-allotment) | 1/17/2020 | 750 | $10,560 | $14.08 per share | | Total issuance (9 months ended Sep 30, 2020) | | 5,904 | $82,217 | | Note 11. Distributions - To maintain RIC status, the Company must distribute at least 90% of its net ordinary income and net realized short-term capital gains (net of long-term capital losses) to stockholders[181] - The Company incurred a non-deductible U.S. federal excise tax of $259,000 for the year ended December 31, 2019[182] - As of September 30, 2020, total distributions of $0.36 per share and $1.08 per share were declared and paid for the three and nine months ended September 30, 2020, respectively, representing ordinary income[186] - As of September 30, 2020, the Company estimated undistributed taxable earnings (Spillover Income) of $10 million, or $0.33 per share[186] Note 12. Subsequent Events - On October 29, 2020, the Board declared a $0.36 per share regular quarterly distribution, payable on December 14, 2020[187] - From October 1, 2020, through November 4, 2020, the Company closed $15.0 million in additional debt commitments, funded $6.0 million in new investments, and received $32.0 million in principal prepayments, generating $2.4 million in accelerated income[188][300] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses financial condition, operational results, investment strategy, liquidity, and COVID-19 impact on portfolio Forward-Looking Statements - Forward-looking statements are based on current expectations and projections, not historical facts, and are subject to substantial risks and uncertainties[190] - Risks include future operating results, relationships with third parties, impact of unfunded commitments, market for venture capital, performance of investments, conflicts of interest, economic conditions (including COVID-19), and ability to maintain RIC/BDC qualification[191] Overview - The Company is an externally-managed, closed-end, non-diversified management investment company regulated as a BDC and intends to qualify as a RIC[194] - Investment objective is to maximize total return to stockholders primarily through current income and, secondarily, capital appreciation by lending with warrants to venture growth stage companies[196] - The Company's shares (TPVG) and 2022 Notes (TPVY) are listed on the NYSE[194] COVID-19 Developments - The COVID-19 pandemic has adversely affected business operations of some portfolio companies, leading to financial distress, potential defaults, and requests for loan modifications[198][201][202] - The fair value of certain portfolio investments and expected recoveries decreased as of September 30, 2020, compared to December 31, 2019, with one company on non-accrual status ($31.4 million cost, $20.3 million fair value)[203] - The Company maintains compliance with the 1940 Act asset coverage requirements (150%) and covenants under its Credit Facility, 2022 Notes, and 2025 Notes, but acknowledges increased risk due to COVID-19[204][205] Portfolio Composition, Investment Activity and Asset Quality Portfolio Composition - As of September 30, 2020, the portfolio consisted of 209 investments in 71 companies, with aggregate cost of $664.3 million and fair value of $646.8 million[209][211] | Investment Type | Sep 30, 2020 Fair Value (in thousands) | Dec 31, 2019 Fair Value (in thousands) | | :-------------- | :------------------------------------- | :------------------------------------- | | Debt investments | $611,052 | $604,518 | | Warrant investments | $20,697 | $22,090 | | Equity investments | $15,064 | $26,521 | | Total Investments | $646,813 | $653,129 | - The largest industry concentrations by fair value as of September 30, 2020, were Business Applications Software (10.9%), E-Commerce - Clothing and Accessories (9.0%), and Financial Institution and Services (8.0%)[214] Investment Activity | Metric (in thousands) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :-------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Debt Commitments | $86,825 | $81,238 | $203,313 | $377,856 | | Funded Debt Investments | $37,991 | $84,683 | $137,258 | $246,739 | | Equity Investments | $287 | $1,000 | $1,832 | $3,162 | | Principal prepayments and early repayments | $66,052 | $32,991 | $92,157 | $133,096 | - Unfunded commitments totaled $168.3 million to 16 companies as of September 30, 2020, with $41.4 million expiring/terminated in Q3 2020 and $110.7 million for the nine months ended September 30, 2020[223][224] Asset Quality - The Adviser maintains a credit watch list with five risk categories (1-Clear, 2-White, 3-Yellow, 4-Orange, 5-Red) to assess borrower performance and financial profile[232][233] | Credit Category | Sep 30, 2020 Fair Value (in thousands) | Sep 30, 2020 Percentage of Total Debt Investments | Dec 31, 2019 Fair Value (in thousands) | Dec 31, 2019 Percentage of Total Debt Investments | | :-------------- | :------------------------------------- | :------------------------------------------------ | :------------------------------------- | :------------------------------------------------ | | Clear (1) | $101,207 | 16.6% | $121,866 | 20.2% | | White (2) | $381,641 | 62.4% | $425,016 | 70.3% | | Yellow (3) | $107,915 | 17.7% | $31,103 | 5.1% | | Orange (4) | $20,289 | 3.3% | $22,956 | 3.8% | | Red (5) | $— | — | $3,577 | 0.6% | | Total | $611,052 | 100.0% | $604,518 | 100.0% | - The weighted average investment ranking of the debt investment portfolio was 2.08 as of September 30, 2020, compared to 1.94 as of December 31, 2019[234] Results of Operations Comparison of operating results for the three and nine months ended September 30, 2020 and 2019 | Metric (in millions) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net increase (decrease) in net assets from operations | $14.4 | $(8.8) | $30.5 | $26.1 | | Net investment income | $12.2 | $7.1 | $36.0 | $27.2 | | Net realized and unrealized gains (losses) | $2.2 | $(15.9) | $(5.4) | $(1.0) | Investment Income | Metric (in millions) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total investment and other income | $23.1 | $15.7 | $67.8 | $52.1 | - The increase in investment income for both periods in 2020 was primarily due to a higher weighted average principal outstanding on income-bearing debt investments and greater prepayment activity (for 3 months), partially offset by a decrease in the Prime Rate[238][239] Operating Expenses | Metric (in millions) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total operating expenses | $10.9 | $8.6 | $31.8 | $25.0 | | Base management fees | $3.3 | $2.3 | $9.4 | $6.1 | | Income incentive fees | $3.1 | $1.7 | $5.9 | $6.8 | | Interest expense and fees | $3.5 | $3.2 | $12.0 | $8.4 | | Administration and general administrative expenses | $1.0 | $1.4 | $4.5 | $3.7 | - For the nine months ended September 30, 2020, the income incentive fee was reduced by $2.4 million due to the total return requirement[246] Net Realized Gains and Losses and Net Unrealized Gains and Losses | Metric (in millions) | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net realized gains (losses) on investments | $4.1 | $(1.8) | $4.6 | $(1.8) | | Net change in unrealized gains (losses) on investments | $(1.9) | $(14.1) | $(10.0) | $0.8 | - For the nine months ended September 30, 2020, realized gains included $25.4 million from public share sales (CrowdStrike, Medallia), offset by $20.1 million in losses from three obligors on the credit watch list[252] - Unrealized losses for the nine months ended September 30, 2020, were primarily due to the reversal of $13.0 million in unrealized gains from sold public shares, partially offset by the reversal of $19.4 million in unrealized losses from three Red (5) rated obligors[256] Portfolio Yield and Total Return | Metric | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Weighted average annualized portfolio yield on total debt investments | 14.1% | 13.0% | 13.4% | 14.9% | | Coupon income | 10.0% | 10.3% | 10.0% | 10.3% | | Impact of prepayments during the period | 1.3% | 0.2% | 0.7% | 1.8% | | Prime Rate at end of period | 3.25% | 5.00% | 3.25% | 5.00% | | Metric | 3 Months Ended Sep 30, 2020 | 3 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2020 | 9 Months Ended Sep 30, 2019 | | :------------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total return based on NAV per share | 4.1% | (2.8)% | 13.4% | 7.7% | | Total return based on stock price | 11.0% | 18.4% | (11.5)% | 63.2% | Critical Accounting Policies - Critical accounting policies and estimates include valuation of investments, income recognition, realized/unrealized gains or losses, and U.S. federal income taxes[271] Liquidity and Capital Resources Cash Flows - For the nine months ended September 30, 2020, net cash provided by operating activities was $34.3 million, while net cash used in financing activities was $35.0 million, resulting in an ending cash and restricted cash balance of $25.7 million[273] - For the nine months ended September 30, 2019, net cash used in operating activities was $70.4 million, while net cash provided by financing activities was $121.1 million, resulting in an ending cash and restricted cash balance of $60.6 million[274][276] Capital Resources and Borrowings - The Company has $300 million in total commitments under its Credit Facility, with an accordion feature to increase to $400 million, and $188.0 million remaining capacity as of September 30, 2020[278][279] - The Company has $74.75 million in 5.75% 2022 Notes due July 15, 2022, and $70.0 million in 4.50% 2025 Notes due March 19, 2025[280][282] - An unsecured Adviser Revolver provides up to $50.0 million in credit (with $25.0 million currently available) at a 6.0% annual interest rate, expiring December 31, 2020, with no outstanding borrowings as of September 30, 2020[158][284] Asset Coverage Requirements - Stockholders approved a reduced asset coverage ratio of 150% under the 1940 Act, effective June 22, 2018[285] - As of September 30, 2020, the Company's asset coverage for borrowed amounts was 259%, indicating compliance with the requirement[285] Contractual Obligations | Payment Obligation (in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | | :-------------------------------- | :---- | :--------------- | :-------- | :-------- | :---------------- | | Credit Facility | $112,000 | $— | $112,000 | $— | $— | | 2022 Notes | $74,750 | $— | $74,750 | $— | $— | | 2025 Notes | $70,000 | $— | $— | $70,000 | $— | | Total | $256,750 | $— | $186,750 | $70,000 | $— | Off-Balance Sheet Arrangements - As of September 30, 2020, unfunded commitments totaled $168.3 million to 16 portfolio companies, with $31.5 million dependent on milestones[287][288] - Unfunded commitments do not necessarily represent future cash requirements, as credit agreements allow relief from funding obligations in case of material adverse events[287] Distributions - The Company aims to distribute all or substantially all taxable income to maintain RIC status and avoid a 4% U.S. federal excise tax[289][290] - For the three and nine months ended September 30, 2020, distributions paid were 100% interest-sourced[296] - Future distributions may be less than historical amounts, less frequent, or include a stock component, depending on the COVID-19 pandemic's impact on operations and net investment income[293] Recent Accounting Pronouncements - The Company adopted ASU 2018-13 (Fair Value Measurement) and SEC rules amending disclosure requirements, with no material impact on consolidated financial statements[297][298] Recent Developments - On October 29, 2020, the Board declared a $0.36 per share regular quarterly distribution, payable on December 14, 2020[299] - From October 1, 2020, through November 4, 2020, the Company closed $15.0 million in additional debt commitments, funded $6.0 million in new investments, and received $32.0 million in principal prepayments, generating $2.4 million in accelerated income[300] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the company's exposure to financial market risks, especially interest rate risk, and provides a sensitivity analysis Interest Rate Risk - The Company is subject to financial market risks, including changes in interest rates, which affect both funding costs and interest income from investments[301][302] - As of September 30, 2020, 69.8% ($436.6 million principal balance) of debt investments bore floating interest rates (Prime-based) with interest rate floors[307] - Floating rate borrowings totaled $112.0 million (43.6% of outstanding debt) as of September 30, 2020, while 2022 and 2025 Notes bear fixed interest rates[307] | Change in Interest Rates | Net increase (decrease) in net investment income (in thousands) | | :----------------------- | :------------------------------------------------------------ | | Up 300 basis points | $2,494 | | Up 200 basis points | $(474) | | Up 100 basis points | $(732) | | Up 50 basis points | $(385) | | Down 50 basis points | $171 | | Down 100 basis points | $171 | | Down 200 basis points | $171 | | Down 300 basis points | $171 | Item 4. Controls and Procedures This section reports on the effectiveness of disclosure controls and internal controls over financial reporting Evaluation of Disclosure Controls and Procedures - As of September 30, 2020, management concluded that disclosure controls and procedures were effective, providing reasonable assurance for timely and accurate SEC reporting[312] Changes in Internal Controls Over Financial Reporting - No material changes in internal control over financial reporting occurred during the quarter ended September 30, 2020[314] PART II. OTHER INFORMATION Item 1. Legal Proceedings This section states that the company, its Adviser, and subsidiaries are not involved in any material pending legal proceedings - Neither the Company, Adviser, nor subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation[316] Item 1A. Risk Factors This section refers readers to previously disclosed comprehensive risk factors, confirming no material changes - No material changes to risk factors were identified during the three months ended September 30, 2020, referring readers to prior SEC filings for comprehensive risk disclosures[318] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on the issuance of common stock under the dividend reinvestment plan as unregistered sales of equity securities - During the three months ended September 30, 2020, 43,350 shares of common stock were issued under the dividend reinvestment plan for $0.5 million, as unregistered sales[319] Item 3. Defaults Upon Senior Securities This section explicitly states that there were no defaults upon senior securities during the reporting period - No defaults upon senior securities occurred during the period[320] Item 4. Mine Safety Disclosures This section indicates that the disclosure requirements for mine safety are not applicable to the company - Not applicable[321] Item 5. Other Information No other information to report - No other information to report[322] Item 6. Exhibits This section lists all exhibits filed as part of the report, including organizational documents and certifications - The report includes various exhibits, such as Articles of Amendment and Restatement, Amended and Restated Bylaws, and certifications from the CEO and CFO[323] Signatures This section contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying report accuracy - The report is signed by James P. Labe, Chief Executive Officer, and Christopher M. Mathieu, Chief Financial Officer, on November 5, 2020[328]