Quarterly report [Sections 13 or 15(d)]

Investments

v3.25.1
Investments
3 Months Ended
Mar. 31, 2025
Investments, Debt and Equity Securities [Abstract]  
Investments

Note 3. INVESTMENTS

The Corporation’s investments are carried at fair value in accordance with FASB Accounting Standards Codification (ASC) 820, “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements.

Loan investments are defined as traditional loan financings typically with no equity features or required equity co-investment. Debt investments are defined as debt financings that include one or more equity features such as conversion rights, stock purchase warrants, and/or stock purchase options. Equity investments are direct investments into a portfolio company and may include preferred stock, common stock, warrants and limited liability company membership interests.

The Corporation uses several approaches to determine the fair value of an investment. The main approaches are:

Loan and debt securities are generally valued at cost when representative of the fair value of the investment or sufficient assets or liquidation proceeds are expected to exist from a sale of a portfolio company at its estimated fair value. The valuation may also consider the carrying interest rate versus the related inherent portfolio risk of the investment. A loan or debt instrument may be reduced in value if it is judged to be of poor quality, collection is in doubt or insufficient liquidation proceeds exist.
Equity securities may be valued using the:
Cost approach - The cost approach uses estimates of the liquidation value of the portfolio company’ assets in relation to the cost of the respective security. This approach values the equity at the value remaining after the portfolio company pays off its debt and loan balances and its outstanding liabilities.
Market approach - The market approach uses observable prices and other relevant information generated by similar market transactions. It may include both private and public M&A transactions where the traded price is a multiple of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) or another relevant operating metric. It may also include the market value of comparable public companies that are trading in an active market, or the use of market multiples derived from a set of comparables to assist in pricing the investment. Additionally, the Corporation adjusts valuations if a subsequent significant equity financing has occurred that includes a meaningful portion of the financing by a sophisticated, unrelated new investor.
Income approach - The income approach employs valuation techniques to convert future benefits or costs, usually in the form of cash flows, into a present value amount. The measurement is based on value indicated by current market expectations about those future amounts.

ASC 820 classifies the inputs used to measure fair value into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, used in the Corporation’s valuation at the measurement date. Under the valuation policy, the Corporation values unrestricted publicly traded companies, categorized as Level 1 investments, at the closing price on the last trading day of the reporting period.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable and significant inputs to determining the fair value.

Financial assets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Any changes in estimated fair value are recorded in the statement of operations.

At March 31, 2025 and December 31, 2024, all of the Corporation’s investments were Level 3 investments. There were no Level 1 or Level 2 investments at March 31, 2025 or December 31, 2024.

In the valuation process, the Corporation values restricted securities categorized as Level 3 investments, using information from these portfolio companies, which may include:

 

Audited and unaudited statements of operations, balance sheets and operating budgets;
Current and projected financial, operational and technological developments of the portfolio company;
Current and projected ability of the portfolio company to service its debt obligations;
The current capital structure of the business and the seniority of the various classes of equity if a deemed liquidation event were to occur;
Pending debt or capital restructuring of the portfolio company;
Current information regarding any offers to purchase the investment, or recent financing transactions;
Current ability of the portfolio company to raise additional financing if needed;
Changes in the economic environment which may have a material impact on the operating results of the portfolio company;
Internal circumstances and events that may have an impact (both positive and negative) on the operating performance of the portfolio company;
Qualitative assessment of key management;
Contractual rights, obligations or restrictions associated with the investment; and
Other factors deemed relevant to assess valuation.

The valuation may be reduced if a portfolio company’s performance and potential have deteriorated significantly. If the factors that led to a reduction in valuation are overcome, the valuation may be readjusted.

Equity Securities

Equity securities may include preferred stock, common stock, warrants and limited liability company membership interests.

The significant unobservable inputs used in the fair value measurement of the Corporation’s equity investments are EBITDA and revenue multiples, where applicable, the financial and operational performance of the business, and the debt and senior equity preferences that may exist in a deemed liquidation event. Standard industry multiples may be used when available; however, the Corporation’s portfolio companies are typically privately-held, lower middle market companies and these industry standards may be adjusted to more closely match the specific financial and operational characteristics of the portfolio company. Due to the nature of certain investments, fair value measurements may be based on other criteria, which may include third party appraisals. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.

Another key factor used in valuing equity investments is a significant recent arms-length equity transaction entered into by the portfolio company with a sophisticated, non-strategic, unrelated, new investor. The terms of these equity transactions may not be identical to the equity transactions between the portfolio company and the Corporation, and the impact of the difference in transaction terms on the market value of the portfolio company may be difficult or impossible to quantify.

When appropriate the Black-Scholes pricing model is used to estimate the fair value of warrants for accounting purposes. This model requires the use of highly subjective inputs including expected volatility and expected life, in addition to variables for the valuation of minority equity positions in small private and early stage companies. Significant changes in any of these unobservable inputs may result in a significantly higher or lower fair value estimate.

For investments made within the last year, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.

Loan and Debt Securities

The significant unobservable inputs used in the fair value measurement of the Corporation’s loan and debt securities are the financial and operational performance of the portfolio company, similar debt with similar terms with other portfolio companies, as well as the market acceptance for the portfolio company’s products or services. These inputs will likely provide an indicator as to the probability of principal recovery of the investment. The Corporation’s loan and debt investments are often junior secured or unsecured securities. Fair value may also be determined based on other criteria where appropriate. Significant changes to the unobservable inputs may result in a change in fair value. For recent investments, the Corporation generally relies on the cost basis, which is deemed to represent the fair value, unless other fair value inputs are identified causing the Corporation to depart from this basis.

The following table provides a summary of the significant unobservable inputs used to determine the fair value of the Corporation’s Level 3 portfolio investments as of March 31, 2025:

 



Investment Type

 

Market Approach EBITDA Multiple

 

 

Market Approach Liquidation Seniority

 

 

Market Approach
Revenue Multiple

 

 

Market Approach Transaction Pricing

 

 

Totals

 

Non-Control/Non-Affiliate Equity

 

$

 

 

$

 

 

$

700,000

 

 

$

100,038

 

 

$

800,038

 

Non-Control/Non-Affiliate Loan and Debt

 

 

4,633,366

 

 

 

2,233,797

 

 

 

 

 

 

 

 

 

6,867,163

 

Total Non-Control/Non-Affiliate

 

$

4,633,366

 

 

$

2,233,797

 

 

$

700,000

 

 

$

100,038

 

 

$

7,667,201

 

Affiliate Equity

 

$

6,608,000

 

 

$

 

 

$

 

 

$

9,875,000

 

 

$

16,483,000

 

Affiliate Loan and Debt

 

 

31,744,577

 

 

 

 

 

 

 

 

 

4,262,585

 

 

 

36,007,162

 

Total Affiliate

 

$

38,352,577

 

 

$

 

 

$

 

 

$

14,137,585

 

 

$

52,490,162

 

Control Equity

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Control Loan and Debt

 

 

2,000,000

 

 

 

 

 

 

 

 

 

 

 

 

2,000,000

 

Total Control

 

$

2,000,000

 

 

$

 

 

$

 

 

$

 

 

$

2,000,000

 

Total Level 3 Investments

 

$

44,985,943

 

 

$

2,233,797

 

 

$

700,000

 

 

$

14,237,623

 

 

$

62,157,363

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Range

 

4X - 10X

 

 

1X

 

 

3.5X

 

 

Not Applicable

 

 

 

 

Unobservable Input

 

EBITDA Multiple

 

 

Asset Value

 

 

Revenue Multiple

 

 

Transaction Price

 

 

 

 

Weighted Average

 

5.6X

 

 

1X

 

 

3.5X

 

 

Not Applicable

 

 

 

 

 

The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at March 31, 2025:

 

 

 

 

 

 

Fair Value Measurements at Reported Date Using

 




Description

 

March 31, 2025

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant
Observable Inputs
(Level 2)

 

 

Other Significant
Unobservable
Inputs
(Level 3)

 

Loan investments

 

$

9,123,425

 

 

$

 

 

$

 

 

$

9,123,425

 

Debt investments

 

 

35,750,900

 

 

 

 

 

 

 

 

 

35,750,900

 

Equity investments

 

 

17,283,038

 

 

 

 

 

 

 

 

 

17,283,038

 

Total

 

$

62,157,363

 

 

$

 

 

$

 

 

$

62,157,363

 

 

The following table provides a summary of the components of Level 1, 2 and 3 Assets Measured at Fair Value at December 31, 2024:

 

 

 

 

 

Fair Value Measurements at Reported Date Using

 




Description

 

December 31, 2024

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant
Observable Inputs
(Level 2)

 

 

Other Significant
Unobservable
Inputs
(Level 3)

 

Loan investments

 

$

15,037,873

 

 

$

 

 

$

 

 

$

15,037,873

 

Debt investments

 

 

38,043,721

 

 

 

 

 

 

 

 

 

38,043,721

 

Equity investments

 

 

17,736,447

 

 

 

 

 

 

 

 

 

17,736,447

 

Total

 

$

70,818,041

 

 

$

 

 

$

 

 

$

70,818,041

 

 

 

The following table provides a summary of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) for the three months ended March 31, 2025:

 

 

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)

 

Description

 

Loan Investments

 

 

Debt
Investments

 

 

Equity
Investments

 

 

Total

 

Ending balance December 31, 2024, of Level 3 Assets

 

$

15,037,873

 

 

$

38,043,721

 

 

$

17,736,447

 

 

$

70,818,041

 

Realized gains (losses) included in net change in net assets
from operations:

 

 

 

 

 

 

 

 

 

 

 

 

GoNoodle, Inc. (GoNoodle)

 

 

 

 

 

 

 

 

(25

)

 

 

(25

)

Microcision, LLC (Microcision)

 

 

 

 

 

 

 

 

55,357

 

 

 

55,357

 

Pressure Pro, Inc. (Pressure Pro)

 

 

 

 

 

 

 

 

870,000

 

 

 

870,000

 

Total realized gains, net

 

 

 

 

 

 

 

 

925,332

 

 

 

925,332

 

Unrealized gains (losses) included in net change in net assets
from operations:

 

 

 

 

 

 

 

 

 

 

 

 

BMP Food Service Supply Holdco, LLC (FSS)

 

 

 

 

 

 

 

 

(247,619

)

 

 

(247,619

)

Inter-National Electronic Alloys LLC (EFINEA)

 

 

 

 

 

 

 

 

288,235

 

 

 

288,235

 

ITA Acquisition, LLC (ITA)

 

 

(875,000

)

 

 

 

 

 

 

 

 

(875,000

)

Pressure Pro

 

 

 

 

 

 

 

 

(720,000

)

 

 

(720,000

)

Seybert’s Billiards Corporation (Seybert’s)

 

 

 

 

 

 

 

 

256,000

 

 

 

256,000

 

Total unrealized losses, net

 

 

(875,000

)

 

 

 

 

 

(423,384

)

 

 

(1,298,384

)

Purchases of securities/changes to securities/non-cash
conversions:

 

 

 

 

 

 

 

 

 

 

 

 

Autotality (formerly Filterworks Acquisition USA, LLC)

 

 

 

 

 

58,573

 

 

 

 

 

 

58,573

 

Caitec, Inc. (Caitec)

 

 

158,454

 

 

 

 

 

 

 

 

 

158,454

 

FCM Industries Holdco LLC (First Coast Mulch)

 

 

 

 

 

12,222

 

 

 

 

 

 

12,222

 

FSS

 

 

 

 

 

212,770

 

 

 

 

 

 

212,770

 

GoNoodle, Inc. (GoNoodle)

 

 

 

 

 

3,601

 

 

 

 

 

 

3,601

 

Highland All About People Holdings, Inc. (All About People)

 

 

 

 

 

31,751

 

 

 

 

 

 

31,751

 

ITA

 

 

375,000

 

 

 

 

 

 

 

 

 

375,000

 

Mobile RN Holdings LLC (Mobile IV Nurses)

 

 

 

 

 

6,266

 

 

 

 

 

 

6,266

 

Mountain Regional Equipment Solutions (MRES)

 

 

 

 

 

124,575

 

 

 

 

 

 

124,575

 

Pressure Pro

 

 

 

 

 

22,445

 

 

 

 

 

 

22,445

 

Seybert’s

 

 

 

 

 

31,950

 

 

 

 

 

 

31,950

 

Total purchases of securities/changes to securities/non-cash
   conversions

 

 

533,454

 

 

 

504,153

 

 

 

 

 

 

1,037,607

 

Repayments and sales of securities:

 

 

 

 

 

 

 

 

 

 

 

 

HDI Acquisition LLC (Hilton Displays)

 

 

 

 

 

(1,071,824

)

 

 

 

 

 

(1,071,824

)

Mattison Avenue Holdings LLC (Mattison)

 

 

(5,572,902

)

 

 

 

 

 

 

 

 

(5,572,902

)

Microcision

 

 

 

 

 

 

 

 

(55,357

)

 

 

(55,357

)

Pressure Pro

 

 

 

 

 

(1,725,150

)

 

 

(900,000

)

 

 

(2,625,150

)

Total repayments and sales of securities

 

 

(5,572,902

)

 

 

(2,796,974

)

 

 

(955,357

)

 

 

(9,325,233

)

Ending balance March 31, 2025, of Level 3 Assets

 

$

9,123,425

 

 

$

35,750,900

 

 

$

17,283,038

 

 

$

62,157,363

 

Change in unrealized appreciation/depreciation included in earnings related to Level 3 investments still held at reporting date

 

 

 

 

 

 

 

 

 

 

$

(578,384

)

 

The following table provides a summary of changes in Assets Measured at Fair Value Using Significant Unobservable Inputs (Level 3) for the three months ended March 31, 2024:

 

 

 

Fair Value Measurements Using Significant
Unobservable Inputs (Level 3)

 


Description

 

Loan Investments

 

 

Debt
Investments

 

 

Equity
Investments

 

 

Total

 

Ending balance December 31, 2023, of Level 3 Assets

 

$

12,417,977

 

 

$

36,861,525

 

 

$

20,536,560

 

 

$

69,816,062

 

Unrealized losses included in net change in net assets
from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Knoa Software, Inc. (Knoa)

 

 

 

 

 

 

 

 

(100,000

)

 

 

(100,000

)

Total unrealized losses

 

 

 

 

 

 

 

 

(100,000

)

 

 

(100,000

)

Purchases of securities/changes to securities/non-cash
conversions:

 

 

 

 

 

 

 

 

 

 

 

 

Caitec, Inc. (Caitec)

 

 

139,094

 

 

 

 

 

 

 

 

 

139,094

 

FCM Industries Holdco LLC (First Coast Mulch)

 

 

 

 

 

11,169

 

 

 

 

 

 

11,169

 

Filterworks Acquisition USA, LLC (Filterworks)

 

 

 

 

 

14,565

 

 

 

 

 

 

14,565

 

GoNoodle, Inc. (GoNoodle)

 

 

 

 

 

3,565

 

 

 

 

 

 

3,565

 

HDI Acquisition LLC (Hilton Displays)

 

 

 

 

 

5,310

 

 

 

 

 

 

5,310

 

Highland All About People Holdings, Inc. (All About People)

 

 

 

 

 

30,831

 

 

 

 

 

 

30,831

 

Inter-National Electronic Alloys LLC (EFINEA)

 

 

 

 

 

16,904

 

 

 

 

 

 

16,904

 

ITA Acquisition, LLC (ITA)

 

 

388,475

 

 

 

 

 

 

 

 

 

388,475

 

Mattison Avenue Holdings LLC (Mattison)

 

 

5,503,056

 

 

 

 

 

 

 

 

 

5,503,056

 

Mountain Regional Equipment Solutions (MRES)

 

 

 

 

 

2,943,000

 

 

 

264,545

 

 

 

3,207,545

 

Pressure Pro, Inc. (Pressure Pro)

 

 

 

 

 

21,515

 

 

 

 

 

 

21,515

 

Seybert’s Billiards Corporation (Seybert’s)

 

 

 

 

 

1,831,680

 

 

 

 

 

 

1,831,680

 

Total purchases of securities/changes to securities/non-cash
   conversions

 

 

6,030,625

 

 

 

4,878,539

 

 

 

264,545

 

 

 

11,173,709

 

Repayments and sales of securities:

 

 

 

 

 

 

 

 

 

 

 

 

Mattison

 

 

(1,894,470

)

 

 

 

 

 

 

 

 

(1,894,470

)

Pressure Pro

 

 

 

 

 

(687,436

)

 

 

 

 

 

(687,436

)

Total repayments and sales of securities

 

 

(1,894,470

)

 

 

(687,436

)

 

 

 

 

 

(2,581,906

)

Ending balance March 31, 2024, of Level 3 Assets

 

$

16,554,132

 

 

$

41,052,628

 

 

$

20,701,105

 

 

$

78,307,865

 

Change in unrealized appreciation/depreciation included in earnings related to Level 3 investments still held at reporting date

 

 

 

 

 

 

 

 

 

 

$

(100,000

)