Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-56162 | |
Entity Registrant Name | CNL STRATEGIC CAPITAL, LLC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 32-0503849 | |
Entity Address, Address Line One | CNL Center at City Commons | |
Entity Address, Address Line Two | 450 South Orange Avenue | |
Entity Address, City or Town | Orlando, | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32801 | |
City Area Code | 407 | |
Local Phone Number | 650-1000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001684682 | |
Current Fiscal Year End Date | --12-31 | |
Class FA | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,263,201 | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,070,405 | |
Class T | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 2,232,690 | |
Class D | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,736,717 | |
Class I | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,042,186 | |
Class S | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,765,257 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | ||
Assets | ||||
Investments at fair value | $ 633,001 | $ 455,997 | [1],[2] | |
Cash | 10,631 | 58,704 | ||
Receivable for shares sold | 17,042 | 0 | ||
Prepaid expenses and other assets | 591 | 143 | ||
Total assets | 661,265 | 514,844 | ||
Liabilities | ||||
Due to related parties (Note 5) | 11,372 | 9,922 | ||
Payable for shares repurchased | 2,127 | 509 | ||
Deferred tax liabilities, net | 2,103 | 1,877 | ||
Distributions payable | 1,933 | 1,566 | ||
Accounts payable and other accrued expenses | 1,062 | 661 | ||
Total liabilities | 18,597 | 14,535 | ||
Commitments and contingencies (Note 11) | ||||
Members’ Equity (Net Assets) | ||||
Preferred shares, $0.001 par value, 50,000 shares authorized and unissued | 0 | 0 | ||
Capital in excess of par value | 561,316 | 442,752 | ||
Distributable earnings | 81,332 | 57,541 | ||
Total Members’ Equity | 642,668 | 500,309 | ||
Net assets, Total Members’ Equity | 642,668 | [3],[4] | 500,309 | [1],[2] |
Amortized Cost | 536,968 | 387,754 | [1],[2] | |
Affiliated Investments | ||||
Assets | ||||
Investments at fair value | 572,926 | [3],[4] | 455,997 | |
Members’ Equity (Net Assets) | ||||
Amortized Cost | 476,901 | [3],[4] | 387,754 | |
U.S. Treasury Bills | ||||
Assets | ||||
Investments at fair value | 60,075 | 0 | ||
Members’ Equity (Net Assets) | ||||
Amortized Cost | 60,067 | 0 | ||
Class FA | ||||
Members’ Equity (Net Assets) | ||||
Common shares | 4 | 5 | ||
Net assets, Total Members’ Equity | 145,589 | 148,717 | ||
Class A | ||||
Members’ Equity (Net Assets) | ||||
Common shares | 2 | 1 | ||
Net assets, Total Members’ Equity | 64,443 | 44,958 | ||
Class T | ||||
Members’ Equity (Net Assets) | ||||
Common shares | 2 | 2 | ||
Net assets, Total Members’ Equity | 67,539 | 49,328 | ||
Class D | ||||
Members’ Equity (Net Assets) | ||||
Common shares | 2 | 1 | ||
Net assets, Total Members’ Equity | 52,356 | 30,607 | ||
Class I | ||||
Members’ Equity (Net Assets) | ||||
Common shares | 8 | 5 | ||
Net assets, Total Members’ Equity | 251,558 | 168,704 | ||
Class S | ||||
Members’ Equity (Net Assets) | ||||
Common shares | 2 | 2 | ||
Net assets, Total Members’ Equity | $ 61,183 | $ 57,995 | ||
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company.[3]Percentages represent fair value as a percentage of net assets for each investment category.[4]Security may be an obligation of one or more entities affiliated with the named company. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Amortized Cost | $ 536,968 | $ 387,754 | [1],[2] |
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 50,000 | 50,000 | |
Class FA | |||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 7,400 | 7,400 | |
Common stock, shares issued (in shares) | 4,844 | 4,844 | |
Common stock, shares outstanding (in shares) | 4,263 | 4,559 | |
Class A | |||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 94,660 | 94,660 | |
Common stock, shares issued (in shares) | 2,068 | 1,486 | |
Common stock, shares outstanding (in shares) | 2,019 | 1,461 | |
Class T | |||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 558,620 | 558,620 | |
Common stock, shares issued (in shares) | 2,211 | 1,654 | |
Common stock, shares outstanding (in shares) | 2,115 | 1,609 | |
Class D | |||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 94,660 | 94,660 | |
Common stock, shares issued (in shares) | 1,685 | 1,020 | |
Common stock, shares outstanding (in shares) | 1,657 | 1,009 | |
Class I | |||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 94,660 | 94,660 | |
Common stock, shares issued (in shares) | 8,097 | 5,519 | |
Common stock, shares outstanding (in shares) | 7,777 | 5,410 | |
Class S | |||
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 | |
Common stock, shares authorized (in shares) | 100,000 | 100,000 | |
Common stock, shares issued (in shares) | 1,770 | 1,770 | |
Common stock, shares outstanding (in shares) | 1,765 | 1,766 | |
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Investment Income | ||||
Interest income | $ 6,895 | $ 4,483 | $ 19,189 | $ 11,917 |
Dividend income | 5,167 | 8,362 | 14,710 | 11,141 |
Interest income | 151 | 22 | 164 | 95 |
Total investment income | 12,213 | 12,867 | 34,063 | 23,153 |
Operating Expenses | ||||
Total return incentive fees | 3,090 | 1,419 | 7,723 | 6,289 |
Base management fees | 2,425 | 1,287 | 6,417 | 3,277 |
Organization and offering expenses | 756 | 688 | 2,002 | 1,802 |
Professional services | 383 | 367 | 1,261 | 1,140 |
Pursuit costs | 147 | 137 | 486 | 651 |
Distribution and shareholder servicing fees | 210 | 104 | 549 | 247 |
Custodian and accounting fees | 66 | 59 | 272 | 174 |
Insurance expense | 56 | 60 | 172 | 173 |
Director fees and expenses | 52 | 50 | 154 | 152 |
General and administrative expenses | 108 | 50 | 208 | 124 |
Total operating expenses | 7,293 | 4,221 | 19,244 | 14,029 |
Expense support | 0 | 4,495 | 0 | 0 |
Reimbursement of expense support | 183 | 1,055 | 2,535 | 1,055 |
Net operating expenses | 7,476 | 9,771 | 21,779 | 15,084 |
Net investment income before taxes | 4,737 | 3,096 | 12,284 | 8,069 |
Income tax expense | (128) | (985) | (244) | (1,125) |
Net investment income | 4,609 | 2,111 | 12,040 | 6,944 |
Net change in unrealized appreciation on investments: | ||||
Benefit (provision) for deferred taxes on investments | 357 | (500) | (226) | (519) |
Total net change in unrealized appreciation on investments | 10,864 | 1,545 | 27,565 | 30,313 |
Net income | $ 15,473 | $ 3,656 | $ 39,605 | $ 37,257 |
Common shares information: | ||||
Net investment income (usd per share) | $ 0.25 | $ 0.16 | $ 0.69 | $ 0.58 |
Net increase in net assets resulting from operations (usd per share) | $ 0.83 | $ 0.28 | $ 2.28 | $ 3.12 |
Weighted average number of common shares outstanding (in shares) | 18,563 | 13,206 | 17,371 | 11,930 |
Affiliated Investments | ||||
Net change in unrealized appreciation on investments: | ||||
Total net change in unrealized appreciation on investments | $ 10,499 | $ 2,045 | $ 27,783 | $ 30,832 |
U.S. Treasury Bills | ||||
Net change in unrealized appreciation on investments: | ||||
Total net change in unrealized appreciation on investments | $ 8 | $ 0 | $ 8 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |||
Total Net Assets | ||||||
Beginning balance | $ 583,444 | $ 404,067 | $ 500,309 | [1],[2] | $ 308,962 | |
Net investment income | 4,609 | 2,111 | 12,040 | 6,944 | ||
Distributions to shareholders | (5,627) | (4,037) | (15,814) | (10,945) | ||
Issuance of common shares through the Public Offerings | 49,550 | 44,824 | 131,476 | 113,679 | ||
Issuance of common shares through distribution reinvestment plan | 1,955 | 1,152 | $ 5,271 | $ 2,797 | ||
Repurchase of common shares pursuant to share repurchase program (in shares) | (559) | (91) | ||||
Repurchase of common shares pursuant to share repurchase program | (2,127) | (694) | $ (18,179) | $ (2,782) | ||
Ending balance | 642,668 | [3],[4] | 448,968 | 642,668 | [3],[4] | 448,968 |
Net Change in Unrealized Appreciation (Depreciation) on Investments, Net of Taxes | $ 10,864 | $ 1,545 | $ 27,565 | $ 30,313 | ||
Common Stock | ||||||
Total Net Assets | ||||||
Beginning balance (in shares) | 18,038 | 12,731 | 15,814 | 10,458 | ||
Beginning balance | $ 18 | $ 13 | $ 16 | $ 10 | ||
Issuance of common shares through the Offerings (in shares) | 1,562 | 1,451 | 4,173 | 3,737 | ||
Issuance of common shares through the Public Offerings | $ 2 | $ 1 | $ 4 | $ 4 | ||
Issuance of common shares through distribution reinvestment plan (in shares) | 62 | 37 | 168 | 93 | ||
Repurchase of common shares pursuant to share repurchase program (in shares) | (66) | (22) | (559) | (91) | ||
Ending balance (in shares) | 19,596 | 14,197 | 19,596 | 14,197 | ||
Ending balance | $ 20 | $ 14 | $ 20 | $ 14 | ||
Capital in Excess of Par Value | ||||||
Total Net Assets | ||||||
Beginning balance | 511,940 | 347,317 | 442,752 | 278,908 | ||
Issuance of common shares through the Public Offerings | 49,548 | 44,823 | 131,472 | 113,675 | ||
Issuance of common shares through distribution reinvestment plan | 1,955 | 1,152 | 5,271 | 2,797 | ||
Repurchase of common shares pursuant to share repurchase program | (2,127) | (694) | (18,179) | (2,782) | ||
Ending balance | 561,316 | 392,598 | 561,316 | 392,598 | ||
Distributable Earnings | ||||||
Total Net Assets | ||||||
Beginning balance | 71,486 | 56,737 | 57,541 | 30,044 | ||
Net investment income | 4,609 | 2,111 | 12,040 | 6,944 | ||
Distributions to shareholders | (5,627) | (4,037) | (15,814) | (10,945) | ||
Ending balance | 81,332 | 56,356 | 81,332 | 56,356 | ||
Net Change in Unrealized Appreciation (Depreciation) on Investments, Net of Taxes | $ 10,864 | $ 1,545 | $ 27,565 | $ 30,313 | ||
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company.[3]Percentages represent fair value as a percentage of net assets for each investment category.[4]Security may be an obligation of one or more entities affiliated with the named company. |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities: | ||
Net increase in net assets resulting from operations | $ 39,605 | $ 37,257 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | ||
Proceeds from return of capital on portfolio company investments | 237 | 2,789 |
Proceeds from redemptions/sales of U.S. Treasury Bills | 45,063 | 0 |
Net change in unrealized appreciation on investments | (27,791) | (30,832) |
Accretion of discounts | (134) | 0 |
Increase in due to related parties | 1,450 | 6,753 |
Increase in accounts payable and other accrued expenses | 401 | 412 |
Increase in deferred tax liability, net | 226 | 519 |
Increase in prepaid expenses and other assets | (296) | (74) |
Other operating activities | 49 | 97 |
Net cash used in operating activities | (135,569) | (56,079) |
Financing Activities: | ||
Proceeds from issuance of common shares | 114,434 | 96,933 |
Payment on repurchases of common shares | (16,561) | (4,057) |
Distributions paid, net of distributions reinvested | (10,176) | (7,773) |
Deferred financing costs | (201) | (21) |
Net cash provided by financing activities | 87,496 | 85,082 |
Net (decrease) increase in cash | (48,073) | 29,003 |
Cash, beginning of period | 58,704 | 82,688 |
Cash, end of period | 10,631 | 111,691 |
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Distributions reinvested | 5,271 | 2,797 |
Amounts incurred but not paid (including amounts due to related parties): | ||
Distributions payable | 1,933 | 1,392 |
Offering costs | 259 | 256 |
Payable for shares repurchased | 2,127 | 694 |
Affiliated Investments | ||
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | ||
Purchases of portfolio company investments | (89,383) | (73,000) |
U.S. Treasury Bills | ||
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities: | ||
Purchases of portfolio company investments | $ (104,996) | $ 0 |
CONDENSED CONSOLIDATED SCHEDULE
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | ||||
Amortized Cost | $ 536,968,000 | $ 387,754,000 | [1],[2] | ||
Fair Value | 633,001,000 | 455,997,000 | [1],[2] | ||
OTHER ASSETS IN EXCESS OF LIABILITIES – 1.5% | 9,667,000 | [3],[4] | 44,312,000 | [1],[2] | |
NET ASSETS – 100.0% | $ 642,668,000 | [3],[4] | $ 500,309,000 | [1],[2] | |
NET ASSETS (as a percent) | 100% | 100% | |||
Fair Value Percentage of Net Assets | 98.50% | 91.20% | |||
First lien | |||||
Amortized Cost | $ 101,600,000 | [3],[4] | $ 116,600,000 | [1],[2] | |
Fair Value | $ 101,600,000 | [3],[4] | $ 116,600,000 | [1],[2] | |
Fair Value Percentage of Net Assets | 15.80% | 23.30% | |||
First lien | ATA Holding Company, LLC | |||||
Interest Rate | 0.150 | [3],[4] | 0.150 | [1],[2] | |
First lien | ATA Holding Company, LLC | Real Estate Services | |||||
Principal Amount / No. Shares (in shares) | $ 37,000,000 | [3],[4] | $ 37,000,000 | [1],[2] | |
Amortized Cost | 37,000,000 | [3],[4] | 37,000,000 | [1],[2] | |
Fair Value | $ 37,000,000 | [3],[4] | $ 37,000,000 | [1],[2] | |
First lien | Auriemma U.S. Roundtables | |||||
Interest Rate | 0.080 | [3],[4] | 0.080 | [1],[2] | |
First lien | Auriemma U.S. Roundtables | Information Services and Advisory Solutions | |||||
Principal Amount / No. Shares (in shares) | $ 2,000,000 | [3],[4] | $ 2,000,000 | [1],[2] | |
Amortized Cost | 2,000,000 | [3],[4] | 2,000,000 | [1],[2] | |
Fair Value | $ 2,000,000 | [3],[4] | $ 2,000,000 | [1],[2] | |
First lien | Clarion Safety Systems, LLC | |||||
Interest Rate | 0.150 | [3],[4] | 0.150 | [1],[2] | |
First lien | Clarion Safety Systems, LLC | Visual Safety Solutions | |||||
Principal Amount / No. Shares (in shares) | $ 22,500,000 | [3],[4] | $ 22,500,000 | [1],[2] | |
Amortized Cost | 22,500,000 | [3],[4] | 22,500,000 | [1],[2] | |
Fair Value | $ 22,500,000 | [3],[4] | $ 22,500,000 | [1],[2] | |
First lien | Healthcare Safety Holdings, LLC | |||||
Interest Rate | 0.150 | [3],[4] | 0.150 | [1],[2] | |
First lien | Healthcare Safety Holdings, LLC | Healthcare Supplies | |||||
Principal Amount / No. Shares (in shares) | $ 24,400,000 | [3],[4] | $ 24,400,000 | [1],[2] | |
Amortized Cost | 24,400,000 | [3],[4] | 24,400,000 | [1],[2] | |
Fair Value | $ 24,400,000 | [3],[4] | $ 24,400,000 | [1],[2] | |
First lien | Polyform Products, Co. | |||||
Interest Rate | 0.160 | [3],[4] | 0.160 | [1],[2] | |
First lien | Polyform Products, Co. | Hobby Goods and Supplies | |||||
Principal Amount / No. Shares (in shares) | $ 15,700,000 | [3],[4] | $ 15,700,000 | [1],[2] | |
Amortized Cost | 15,700,000 | [3],[4] | 15,700,000 | [1],[2] | |
Fair Value | 15,700,000 | [3],[4] | $ 15,700,000 | [1],[2] | |
First lien | Douglas Machines Corp. | |||||
Interest Rate | [1],[2] | 0.160 | |||
First lien | Douglas Machines Corp. | Sanitation Products | |||||
Principal Amount / No. Shares (in shares) | [1],[2] | $ 15,000,000 | |||
Amortized Cost | [1],[2] | 15,000,000 | |||
Fair Value | [1],[2] | 15,000,000 | |||
Second lien | |||||
Amortized Cost | 75,342,000 | [3],[4] | 35,942,000 | [1],[2] | |
Fair Value | $ 75,342,000 | [3],[4] | $ 35,942,000 | [1],[2] | |
Fair Value Percentage of Net Assets | 11.70% | 7.20% | |||
Second lien | Auriemma U.S. Roundtables | |||||
Interest Rate | 0.160 | [3],[4] | 0.160 | [1],[2] | |
Second lien | Auriemma U.S. Roundtables | Information Services and Advisory Solutions | |||||
Principal Amount / No. Shares (in shares) | $ 12,114,000 | [3],[4] | $ 12,114,000 | [1],[2] | |
Amortized Cost | 12,114,000 | [3],[4] | 12,114,000 | [1],[2] | |
Fair Value | $ 12,114,000 | [3],[4] | $ 12,114,000 | [1],[2] | |
Second lien | Blue Ridge ESOP Associates | |||||
Interest Rate | 0.150 | [3],[4] | 0.150 | [1],[2] | |
Second lien | Blue Ridge ESOP Associates | Business Services | |||||
Principal Amount / No. Shares (in shares) | $ 2,641,000 | [3],[4] | $ 2,641,000 | [1],[2] | |
Amortized Cost | 2,641,000 | [3],[4] | 2,641,000 | [1],[2] | |
Fair Value | $ 2,641,000 | [3],[4] | $ 2,641,000 | [1],[2] | |
Second lien | Douglas Machines Corp. | |||||
Interest Rate | [3],[4] | 0.160 | |||
Second lien | Douglas Machines Corp. | Sanitation Products | |||||
Principal Amount / No. Shares (in shares) | [3],[4] | $ 15,000,000 | |||
Amortized Cost | [3],[4] | 15,000,000 | |||
Fair Value | [3],[4] | $ 15,000,000 | |||
Second lien | Lawn Doctor, Inc. | |||||
Interest Rate | 0.160 | [3],[4] | 0.160 | [1],[2] | |
Second lien | Lawn Doctor, Inc. | Commercial and Professional Services | |||||
Principal Amount / No. Shares (in shares) | $ 15,000,000 | [3],[4] | $ 15,000,000 | [1],[2] | |
Amortized Cost | 15,000,000 | [3],[4] | 15,000,000 | [1],[2] | |
Fair Value | $ 15,000,000 | [3],[4] | $ 15,000,000 | [1],[2] | |
Second lien | Milton Industries Inc. | |||||
Interest Rate | 0.150 | [3],[4] | 0.150 | [1],[2] | |
Second lien | Milton Industries Inc. | Engineered Products | |||||
Principal Amount / No. Shares (in shares) | $ 3,353,000 | [3],[4] | $ 3,353,000 | [1],[2] | |
Amortized Cost | 3,353,000 | [3],[4] | 3,353,000 | [1],[2] | |
Fair Value | $ 3,353,000 | [3],[4] | $ 3,353,000 | [1],[2] | |
Second lien | Resolution Economics, LLC | |||||
Interest Rate | 0.150 | [3],[4] | 0.150 | [1],[2] | |
Second lien | Resolution Economics, LLC | Business Services | |||||
Principal Amount / No. Shares (in shares) | $ 2,834,000 | [3],[4] | $ 2,834,000 | [1],[2] | |
Amortized Cost | 2,834,000 | [3],[4] | 2,834,000 | [1],[2] | |
Fair Value | $ 2,834,000 | [3],[4] | 2,834,000 | [1],[2] | |
Second lien | Vektek Holdings, LLC | |||||
Interest Rate | [1],[2] | 0.150 | |||
Second lien | Vektek Holdings, LLC | Engineered Products | |||||
Principal Amount / No. Shares (in shares) | [1],[2] | $ 24,400,000 | |||
Amortized Cost | [1],[2] | 24,400,000 | |||
Fair Value | [1],[2] | 24,400,000 | |||
Total Senior Secured Notes | |||||
Amortized Cost | 176,942,000 | [3],[4] | 152,542,000 | [1],[2] | |
Fair Value | 176,942,000 | [3],[4] | 152,542,000 | [1],[2] | |
Equity | |||||
Amortized Cost | 299,959,000 | [3],[4] | 235,212,000 | [1],[2] | |
Fair Value | $ 395,984,000 | [3],[4] | $ 303,455,000 | [1],[2] | |
Fair Value Percentage of Net Assets | 61.60% | 60.70% | |||
Equity | ATA Holding Company, LLC | Real Estate Services | |||||
Principal Amount / No. Shares (in shares) | $ 37,985 | [3],[4],[5] | $ 36,980 | [1],[2],[6] | |
Amortized Cost | 37,125,000 | [3],[4],[5] | 36,000,000 | [1],[2],[6] | |
Fair Value | 39,242,000 | [3],[4],[5] | 41,612,000 | [1],[2],[6] | |
Equity | Auriemma U.S. Roundtables | Information Services and Advisory Solutions | |||||
Principal Amount / No. Shares (in shares) | 32,386 | [3],[4],[5] | 32,386 | [1],[2],[6] | |
Amortized Cost | 32,386,000 | [3],[4],[5] | 32,386,000 | [1],[2],[6] | |
Fair Value | 45,089,000 | [3],[4],[5] | 40,902,000 | [1],[2],[6] | |
Equity | Clarion Safety Systems, LLC | Visual Safety Solutions | |||||
Principal Amount / No. Shares (in shares) | 50,562 | [3],[4],[5] | 46,759 | [1],[2],[6] | |
Amortized Cost | 50,756,000 | [3],[4],[5] | 46,759,000 | [1],[2],[6] | |
Fair Value | 52,519,000 | [3],[4],[5] | 46,760,000 | [1],[2],[6] | |
Equity | Healthcare Safety Holdings, LLC | Healthcare Supplies | |||||
Principal Amount / No. Shares (in shares) | 17,320 | [3],[4],[5] | 17,320 | [1],[2],[6] | |
Amortized Cost | 17,320,000 | [3],[4],[5] | 17,320,000 | [1],[2],[6] | |
Fair Value | 31,081,000 | [3],[4],[5] | 24,117,000 | [1],[2],[6] | |
Equity | Polyform Products, Co. | Hobby Goods and Supplies | |||||
Principal Amount / No. Shares (in shares) | 10,820 | [3],[4],[5] | 10,820 | [1],[2],[6] | |
Amortized Cost | 15,599,000 | [3],[4],[5] | 15,599,000 | [1],[2],[6] | |
Fair Value | 25,501,000 | [3],[4],[5] | 24,116,000 | [1],[2],[6] | |
Equity | Blue Ridge ESOP Associates | Business Services | |||||
Principal Amount / No. Shares (in shares) | 11,489 | [3],[4] | 9,859 | [1],[2] | |
Amortized Cost | 12,793,000 | [3],[4] | 9,859,000 | [1],[2] | |
Fair Value | 19,634,000 | [3],[4] | 12,731,000 | [1],[2] | |
Equity | Douglas Machines Corp. | Sanitation Products | |||||
Principal Amount / No. Shares (in shares) | 35,500 | [3],[4],[5] | 35,500 | [1],[2],[6] | |
Amortized Cost | 35,500,000 | [3],[4],[5] | 35,500,000 | [1],[2],[6] | |
Fair Value | 35,681,000 | [3],[4],[5] | 35,500,000 | [1],[2],[6] | |
Equity | Lawn Doctor, Inc. | Commercial and Professional Services | |||||
Principal Amount / No. Shares (in shares) | 7,746 | [3],[4],[5] | 7,746 | [1],[2],[6] | |
Amortized Cost | 27,776,000 | [3],[4],[5] | 28,013,000 | [1],[2],[6] | |
Fair Value | 63,049,000 | [3],[4],[5] | 56,806,000 | [1],[2],[6] | |
Equity | Milton Industries Inc. | Engineered Products | |||||
Principal Amount / No. Shares (in shares) | 6,647 | [3],[4] | 6,647 | [1],[2] | |
Amortized Cost | 6,647,000 | [3],[4] | 6,647,000 | [1],[2] | |
Fair Value | 13,755,000 | [3],[4] | 9,286,000 | [1],[2] | |
Equity | Resolution Economics, LLC | Business Services | |||||
Principal Amount / No. Shares (in shares) | 7,166 | [3],[4] | 7,166 | [1],[2] | |
Amortized Cost | 7,129,000 | [3],[4] | 7,129,000 | [1],[2] | |
Fair Value | 13,505,000 | [3],[4] | 11,625,000 | [1],[2] | |
Equity | Vektek Holdings, LLC | Engineered Products | |||||
Principal Amount / No. Shares (in shares) | [1],[2],[6] | 56,928 | |||
Amortized Cost | [1],[2],[6] | 56,928,000 | |||
Fair Value | [1],[2],[6] | 56,928,000 | |||
Affiliated Investments | |||||
Amortized Cost | 476,901,000 | [3],[4] | 387,754,000 | ||
Fair Value | $ 572,926,000 | [3],[4] | $ 455,997,000 | ||
Fair Value Percentage of Net Assets | 89.10% | ||||
Other Investments | |||||
Amortized Cost | $ 60,067,000 | ||||
Fair Value | $ 60,075,000 | ||||
Fair Value Percentage of Net Assets | 9.40% | ||||
Other Investments | U.S. Treasury Bills | |||||
Principal Amount / No. Shares (in shares) | $ 60,107,000 | ||||
Amortized Cost | 60,067,000 | ||||
Fair Value | $ 60,075,000 | ||||
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company.[3]Percentages represent fair value as a percentage of net assets for each investment category.[4]Security may be an obligation of one or more entities affiliated with the named company.[5]As of September 30, 2022, the Company owned a controlling interest in this portfolio company.[6]As of December 31, 2021, the Company owned a controlling interest in this portfolio company. |
CONDENSED CONSOLIDATED SCHEDU_2
CONDENSED CONSOLIDATED SCHEDULE OF INVESTMENTS (UNAUDITED) (Parenthetical) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Percentage of Net Assets | 98.50% | 91.20% |
OTHER ASSETS IN EXCESS OF LIABILITIES (as a percent) | 1.50% | 8.80% |
NET ASSETS (as a percent) | 100% | 100% |
First lien | ||
Fair Value Percentage of Net Assets | 15.80% | 23.30% |
Second lien | ||
Fair Value Percentage of Net Assets | 11.70% | 7.20% |
Equity | ||
Fair Value Percentage of Net Assets | 61.60% | 60.70% |
Principal Business and Organiza
Principal Business and Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principal Business and Organization | Principal Business and Organization CNL Strategic Capital, LLC (the “Company”) is a limited liability company that primarily seeks to acquire and grow durable, middle-market U.S. businesses. The Company is externally managed by CNL Strategic Capital Management, LLC (the “Manager”) and sub-managed by Levine Leichtman Strategic Capital, LLC (the “Sub-Manager”). The Manager is responsible for the overall management of the Company’s activities and the Sub-Manager is responsible for the day-to-day management of the Company’s assets. Each of the Manager and the Sub-Manager are registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Company conducts and intends to continue its operations so that the Company and each of its subsidiaries do not fall within, or are excluded from, the definition of an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company intends to target businesses that are highly cash flow generative, with annual revenues primarily between $15 million and $250 million and whose management teams seek an ownership stake in the company. The Company’s business strategy is to acquire controlling equity interests in combination with debt positions and in doing so, provide long-term capital appreciation and current income while protecting invested capital. The Company seeks to structure its investments with limited, if any, third-party senior leverage. The Company intends for a significant majority of its total assets to be comprised of long-term controlling equity interests and debt positions in the businesses it acquires. In addition and to a lesser extent, the Company may acquire other debt and minority equity positions, which may include acquiring debt in the secondary market and minority equity interests in combination with other funds managed by the Sub-Manager from co-investments with other partnerships managed by the Sub-Manager or their affiliates. The Company expects that these positions will comprise a minority of its total assets. The Company commenced its initial public offering of up to $1.1 billion of its limited liability company interests (“shares”) on March 7, 2018 (the “Initial Public Offering”), which included up to $100.0 million of shares being offered through its distribution reinvestment plan, pursuant to a registration statement on Form S-1, as amended (the “Initial Registration Statement”). On November 1, 2021, the Company commenced a follow-on public offering of up to $1.1 billion of shares (the “Follow-On Public Offering” and together with the Initial Public Offering, the “Public Offerings”), which included up to $100.0 million of shares pursuant to a registration statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). Upon commencement of the Follow-On Public Offering, the Initial Registration Statement was deemed terminated. Through the Follow-On Public Offering, the Company is offering, in any combination, four classes of shares: Class A shares, Class T shares, Class D shares and Class I shares (collectively, the “Non-founder shares”). There are differing selling fees and commissions and dealer manager fees for each share class. The Company also pays distribution and shareholder servicing fees, subject to certain limits, on the Class T and Class D shares sold in the Follow-On Public Offering (excluding sales pursuant to its distributions investment plan). See Note 7. “Capital Transactions” Note 13. “Subsequent Events” |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained in the Financial Accounting Standards Board Accounting Standards Codification (the “Codification” or “ASC”), which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. In the opinion of management, the condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and necessary for the fair presentation of financial results as of and for the periods presented. Although the Company is organized and intends to conduct its business in a manner so that it is not required to register as an investment company under the Investment Company Act, its financial statements are prepared using the specialized accounting principles of ASC Topic 946, “Financial Services—Investment Companies” (“ASC Topic 946”) to utilize investment company accounting. The Company obtains funds through the issuance of equity interests to multiple unrelated investors, and provides such investors with investment management services. Further, the Company’s business strategy is to acquire interests in middle-market U.S. businesses to provide current income and long term capital appreciation, while protecting invested capital. Overall, the Company believes that the use of investment company accounting on a fair value basis is consistent with the management of its assets on a fair value basis, and makes the Company’s financial statements more useful to investors and other financial statement users in facilitating the evaluation of an investment in the Company as compared to other investment products in the marketplace. Principles of Consolidation Under ASC Topic 946 the Company is precluded from consolidating any entity other than an investment company or an operating company which provides substantially all of its services to benefit the Company. In accordance therewith, the Company has consolidated the results of its wholly owned subsidiaries which provide services to the Company in its condensed consolidated financial statements. However, the Company has not consolidated the results of its subsidiaries in which the Company holds debt and equity investments. All intercompany account balances and transactions have been eliminated in consolidation. Risks and Uncertainties The Company's portfolio companies and the success of its investment activities are affected by global and national economic, political and market conditions generally and also by the local economic conditions where the portfolio companies are located and operate. Certain external events such as public health crises, including the novel coronavirus (“COVID-19”) and its variants, natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, rising interest rates, supply chain issues, labor shortages and recessionary concerns. Although more normalized activities have resumed and there has been improvement due to global and domestic vaccination efforts, at this time the Company cannot predict the full extent of the impacts of the COVID-19 pandemic on the Company and the economy as a whole. Additionally, in response to recent inflationary pressure, the U.S. Federal Reserve and other global central banks have raised interest rates in 2022 and have indicated likely further interest rate increases. The full impact of such external events on the financial and credit markets and consequently on the Company’s financial conditions and results of operations is uncertain and cannot be fully predicted. The Company will continue to monitor these events and will adjust its operations as necessary. Cash Cash consists of demand deposits at commercial banks. Demand deposits are carried at cost plus accrued interest, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law. Use of Estimates Management makes estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the financial statements in conformity with generally accepted accounting principles. The uncertainty of future events may materially impact the accuracy of the estimates and assumptions used in the financial statements and related footnotes and actual results could differ from those estimates. Valuation of Investments ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”) clarifies that the fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets. An active market is defined as a market in which transactions for the asset or liability occur with sufficient pricing information on an ongoing basis. Publicly listed equity and debt securities and listed derivatives that are traded on major securities exchanges and publicly traded equity options are generally valued using Level 1 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 2 or Level 3 asset. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include the following: (i) quoted prices for similar assets in active markets; (ii) quoted prices for identical or similar assets in markets that are not active; (iii) inputs that are derived principally from or corroborated by observable market data by correlation or other means; and (iv) inputs other than quoted prices that are observable for the assets. Fixed income and derivative assets, where there is an observable secondary trading market and through which pricing inputs are available through pricing services or broker quotes, are generally valued using Level 2 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 3 asset. Level 3 – Unobservable inputs for the asset or liability being valued. Unobservable inputs will be used to measure fair value to the extent that observable inputs are not available and such inputs will be based on the best information available in the circumstances, which under certain circumstances might include the Manager’s or the Sub-Manager’s own data. Level 3 inputs may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. Certain assets may be valued based upon estimated value of underlying collateral and include adjustments deemed necessary for estimates of costs to obtain control and liquidate available collateral. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence. Debt and equity investments in private companies or assets valued using the market or income approach are generally valued using Level 3 inputs. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined 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 each asset. U.S. Treasury securities are classified as Level 1 assets and are recorded at fair value based on the average of the bid and ask quotes for identical instruments. The Company’s board of directors is responsible for determining in good faith the fair value of the Company’s Level 3 investments in accordance with the valuation policy and procedures approved by the board of directors, based on, among other factors, the input of the Manager, the Sub-Manager, its audit committee, and the independent third-party valuation firm. The determination of the fair value of the Company’s assets requires judgment, especially with respect to assets for which market prices are not available. For most of the Company’s assets, market prices will not be available. Due to the inherent uncertainty of determining the fair value of assets that do not have a readily available market value, the fair value of the assets may differ significantly from the values that would have been used had a readily available market value existed for such assets, and the differences could be material. Because the calculation of the Company’s net asset value is based, in part, on the fair value of its assets, the Company’s calculation of net asset value is subjective and could be adversely affected if the determinations regarding the fair value of its assets were materially higher than the values that the Company ultimately realizes upon the disposal of such assets. Furthermore, through the valuation process, the Company’s board of directors may determine that the fair value of the Company’s assets differs materially from the values that were provided by the independent valuation firm. The Company may also look to private merger and acquisition statistics, public trading multiples adjusted for illiquidity and other factors, valuations implied by third-party investments in the businesses or industry practices in determining fair value. The Company may also consider the size and scope of a business and its specific strengths and weaknesses, as well as any other factors it deems relevant in assessing the value. Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments The Company will measure realized gains or losses as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the amortized cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation on investments will reflect the change in asset values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. Income Recognition Interest Income – Interest income from loans and debt securities is recorded on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans and debt securities for accounting purposes if it has reason to doubt its ability to collect such interest. The Company places loans on non-accrual status when principal and interest are past due 90 days or more or when there is a reasonable doubt that the Company will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are generally restored to accrual status when past due principal and interest amounts are paid and, in management’s judgment, are likely to remain current. Since inception, the Company has not experienced any past due payments on any of its loan investments. Original issue discounts (“OID”) on U.S. Treasury securities are reflected in the initial cost basis and the Company accretes such amounts as interest income over the term of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts. Dividend Income – Dividend income is recorded on the record date for privately issued securities, but excludes any portion of distributions that are treated as a return of capital. Each distribution received from an equity investment is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments as dividend income unless there are sufficient current or accumulated earnings prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment. Paid in Capital The Company records the proceeds from the sale of its common shares on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding upfront selling commissions and dealer manager fees. Share Repurchases Under the Company’s share repurchase program (the “Share Repurchase Program”), a shareholder’s shares are deemed to have been redeemed as of the repurchase date, which will generally be the last business day of the month of a calendar quarter. Shares redeemed are retired and not available for reissue. See Note 7. “Capital Transactions” Organization and Offering Expenses Organization expenses are expensed on the Company’s condensed consolidated statements of operations as incurred. Offering expenses, which consist of amounts incurred for items such as legal, accounting, regulatory and printing work incurred related to the Public Offerings, are capitalized on the Company’s condensed consolidated statements of assets and liabilities as deferred offering expenses and expensed to the Company’s condensed consolidated statements of operations over the lesser of the offering period or 12 months; however, the end of the deferral period will not exceed 12 months from the date the offering expense is incurred by the Manager and the Sub-Manager. Distribution and Shareholder Servicing Fees The Company pays distribution and shareholder servicing fees with respect to its Class T and Class D shares, as described further below in Note 5. “Related Party Transactions.” Deferred Financing Costs Financing costs, including upfront fees, commitment fees and legal fees related to borrowings (as further described in Note 8. “Borrowings” Allocation of Profit and Loss Class-specific expenses, including base management fees, total return incentive fees, organization and offering expenses, distribution and shareholder servicing fees, expense support (reimbursement) and certain transfer agent fees, are allocated to each share class of common shares in accordance with how such expenses are attributable to the particular share classes, as determined by the Company’s board of directors, the Company’s governing agreements and, in certain cases, expenses which are specifically identifiable to a share class. Income and expenses which are not class-specific are allocated monthly pro rata among the share classes based on shares outstanding as of the end of the month. Earnings per Share and Net Investment Income per Share Earnings per share and net investment income per share are calculated for each share class of common shares based upon the weighted average number of common shares outstanding during the reporting period. Distributions The Company’s board of directors has declared and intends to continue to declare distributions based on monthly record dates and such distributions are expected to be paid on a monthly basis one month in arrears. Distributions are made on all classes of the Company’s shares at the same time. The Company has adopted a distribution reinvestment plan that provides for reinvestment of distributions on behalf of shareholders. Non-founder shareholders participating in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares having the same class designation as the class of shares to which such distributions are attributable at a price per share equivalent to the then current public offering price, net of up-front selling commissions and dealer manager fees. Cash distributions paid on Class FA shares participating in the distribution reinvestment plan are reinvested in additional Class A shares. Class S shares do not participate in the distribution reinvestment plan. Reclassifications Certain reclassifications have been made to the condensed consolidated statement of operations and condensed consolidated statement of cash flows for the nine months ended September 30, 2021 to conform with the current year presentation. There was no impact on the Company’s consolidated net income, net change in net assets resulting from operations, net cash used in operations or net cash provided by financing activities as a result of the reclassifications. Income Taxes Under GAAP, the Company is subject to the provisions of ASC 740, “Income Taxes.” The Company follows the authoritative guidance on accounting for uncertainty in income taxes and concluded it has no material uncertain tax positions to be recognized at this time. If applicable, the Company will recognize interest and penalties related to unrecognized tax benefits as income tax expense in the Company’s condensed consolidated statements of operations. The Company has operated and expects to continue to operate so that it will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation. Generally, the Company will not be taxable as a corporation if 90% or more of its gross income for each taxable year consists of “qualifying income” (generally, interest (other than interest generated from a financial business), dividends, real property rents, gain from the sale of assets that produce qualifying income and certain other items) and the Company is not required to register under the Investment Company Act (the “qualifying income exception”). As a partnership, the individual shareholders are responsible for their proportionate share of the Company’s taxable income. The Company holds certain equity investments in taxable subsidiaries (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit the Company to hold equity investments in portfolio companies which are “pass through” entities for tax purposes. The Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of the Taxable Subsidiaries’ ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s condensed consolidated financial statements. See Note 9. “Income Taxes” |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The Company made an additional equity investment in ATA of approximately $1.1 million in February 2022, an additional equity investment of approximately $4.0 million in Clarion in June 2022 and an additional equity investment in Blue Ridge of approximately $2.9 million in August 2022. In May 2022, the Company, through a wholly-owned subsidiary, acquired an approximate 84% equity ownership interest in Vektek Holdings, LLC (“Vektek”) for consideration of approximately $56.9 million, subject to certain post-closing adjustments (the “Acquisition”). Additionally, on the closing date of the Acquisition, the Company, through a wholly-owned subsidiary, made a debt investment of approximately $24.4 million in the form of a senior secured note issued by Vektek. In August 2022, the Company began investing in short-term U.S. Treasury Bills. As of September 30, 2022, the U.S. Treasury Bills held by the Company were scheduled to mature within 30 days. The Company’s investment portfolio is summarized as follows as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 Asset Category Cost Fair Value Fair Value Fair Value Senior secured debt First lien $ 101,600 $ 101,600 16.1 % 15.8 % Second lien 75,342 75,342 11.9 11.7 Total senior secured debt 176,942 176,942 28.0 27.5 Equity 299,959 395,984 62.6 61.6 U.S. Treasury Bills 60,067 60,075 9.4 9.4 Total investments $ 536,968 $ 633,001 100.0 % 98.5 % As of December 31, 2021 Asset Category Cost Fair Value Fair Value Fair Value Senior secured debt First lien $ 116,600 $ 116,600 25.6 % 23.3 % Second lien 35,942 35,942 7.9 7.2 Total senior secured debt 152,542 152,542 33.5 30.5 Equity 235,212 303,455 66.5 60.7 Total investments $ 387,754 $ 455,997 100.0 % 91.2 % Collectively, the Company’s debt investments accrue interest at a weighted average per annum rate of 15.2% and have weighted average remaining years to maturity of 4.9 years as of September 30, 2022. The note purchase agreements contain customary covenants and events of default. As of September 30, 2022, all of the Company’s portfolio companies were in compliance with their respective debt covenants. As of September 30, 2022 and December 31, 2021, none of the Company’s debt investments were on non-accrual status. The industry dispersion of the Company’s portfolio company investments, based on fair value, as of September 30, 2022 and December 31, 2021 were as follows: Industry September 30, 2022 December 31, 2021 Engineered Products 17.3 % 2.8 % Commercial and Professional Services 13.6 15.8 Real Estate Services 13.3 17.2 Visual Safety Solutions 13.1 15.2 Information Services and Advisory Solutions 10.3 12.1 Healthcare Supplies 9.7 10.6 Sanitation Products 8.8 11.1 Hobby Goods and Supplies 7.2 8.7 Business Services 6.7 6.5 Total 100.0 % 100.0 % All investment positions held at September 30, 2022 and December 31, 2021 were denominated in U.S. dollars and located in the United States based on their country of domicile. Summarized Portfolio Company Financial Information The Company had one significant portfolio company in which it owned a controlling equity interest during the quarter and nine months ended September 30, 2022 and 2021. The following tables present unaudited summarized operating data for the quarter and nine months ended September 30, 2022 and 2021, and summarized balance sheet data as of September 30, 2022 (unaudited) and December 31, 2021 for this portfolio company (in thousands): Lawn Doctor, Inc. Quarter Ended Nine Months Ended 2022 2021 2022 2021 Revenues $ 8,414 $ 7,927 $ 29,960 $ 27,716 Expenses (7,252) (7,318) (26,524) (24,774) Income before taxes 1,162 609 3,436 2,942 Income tax expense (287) (16) (842) (628) Consolidated net income 875 593 2,594 2,314 Net (income) loss attributable to non-controlling interests (15) 3 18 91 Net income $ 860 $ 596 $ 2,612 $ 2,405 As of September 30, 2022 As of December 31, 2021 Current assets $ 12,145 $ 13,926 Non-current assets 89,293 92,309 Current liabilities 6,925 7,961 Non-current liabilities 62,777 63,576 Non-controlling interests (518) (500) Stockholders’ equity 32,254 35,198 Ownership percentage (1) 61 % 61 % FOOTNOTE: |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s investments were categorized in the fair value hierarchy described in Note 2. “Significant Accounting Policies,” As of September 30, 2022 As of December 31, 2021 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Senior Debt $ — $ — $ 176,942 $ 176,942 $ — $ — $ 152,542 $ 152,542 Equity — — 395,984 395,984 — — 303,455 303,455 U.S. Treasury Bills 60,075 — — 60,075 — — — — Total Investments $ 60,075 $ — $ 572,926 $ 633,001 $ — $ — $ 455,997 $ 455,997 The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 Asset Group Fair Value Valuation Techniques Unobservable Inputs Range (Weighted Average) (1) Impact to Valuation from an Increase in Input (2) Senior Debt $ 176,942 Discounted Cash Flow Discount Rate 10.0% – 14.0% (11.8%) 6.6x – 13.6x (9.7x) 6.5x – 12.5x (10.8x) Decrease Equity 395,984 Discounted Cash Flow Discount Rate 10.0% – 14.0% (11.8%) 6.6x – 13.6x (9.7x) 6.5x – 12.5x (10.8x) Decrease Total $ 572,926 December 31, 2021 Asset Group Fair Value Valuation Techniques Unobservable Inputs Range (Weighted Average) (1) Impact to Valuation from an Increase in Input (2) Senior Debt $ 130,042 Discounted Cash Flow Discount Rate 8.5% – 13.0% (11.4%) 4.1x – 15.2x (8.9x) 6.0x – 12.5x (9.6x) Decrease 22,500 Transaction Precedent Transaction Price N/A N/A Equity 256,695 Discounted Cash Flow Discount Rate 8.5% – 13.0% (11.4%) 4.1x – 15.2x (8.9x) 6.0x – 12.5x (9.6x) Decrease 46,760 Transaction Precedent Transaction Price N/A N/A Total $ 455,997 FOOTNOTES: (1) Discount rates are relative to the enterprise value of the portfolio companies and are not the market yields on the associated debt investments. Unobservable inputs were weighted by the relative fair value of the investments. (2) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. The preceding tables include the significant unobservable inputs as they relate to the Company’s determination of fair values for its investments categorized within Level 3 as of September 30, 2022 and December 31, 2021. In addition to the techniques and inputs noted in the tables above, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining the fair value estimates for the Company’s investments. Any significant increases or decreases in the unobservable inputs would result in significant increases or decreases in the fair value of the Company’s investments. Investments that do not have a readily available market value are valued utilizing a market approach, an income approach (i.e. discounted cash flow approach), a transaction approach, or a combination of such approaches, as appropriate. The market approach uses prices, including third party indicative broker quotes, and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The transaction approach uses pricing indications derived from recent precedent merger and acquisition transactions involving comparable target companies. The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) that are discounted based on a required or expected discount rate to derive a present value amount range. The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors the Company may take into account to determine the fair value of its investments include, as relevant: available current market data, including an assessment of the credit quality of the security’s issuer, relevant and applicable market trading and transaction comparables, applicable market yields and multiples, illiquidity discounts, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, data derived from merger and acquisition activities for comparable companies, and enterprise values, among other factors. The following tables provide a reconciliation of investments for which Level 3 inputs were used in determining fair value for the nine months ended September 30, 2022 and 2021 (in thousands): Nine Months Ended September 30, 2022 Senior Debt Equity Total Fair value balance as of January 1, 2022 $ 152,542 $ 303,455 $ 455,997 Additions 24,400 64,983 89,383 Return of capital (1) — (237) (237) Net change in unrealized appreciation (2) — 27,783 27,783 Fair value balance as of September 30, 2022 $ 176,942 $ 395,984 $ 572,926 Change in net unrealized appreciation on investments held as of September 30, 2022 (2) $ — $ 27,783 $ 27,783 Nine Months Ended September 30, 2021 Senior Debt Equity Total Fair value balance as of January 1, 2021 $ 78,042 $ 153,155 $ 231,197 Additions 37,000 36,000 73,000 Return of capital (1) — (2,789) (2,789) Net change in unrealized appreciation (2) — 30,832 30,832 Fair value balance as of September 30, 2021 $ 115,042 $ 217,198 $ 332,240 Change in net unrealized appreciation on investments held as of September 30, 2021 (2) $ — $ 30,832 $ 30,832 FOOTNOTES: (1) Represents portion of distributions received which were accounted for as a return of capital. See Note 2. “Significant Accounting Policies” for information on the accounting treatment of distributions from portfolio companies. (2) Included in net change in unrealized appreciation on investments in the condensed consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Manager and Sub-Manager, along with certain affiliates of the Manager or Sub-Manager, receive fees and compensation in connection with the Public Offerings, as well as the acquisition, management and sale of the assets of the Company, as follows: Managing Dealer Commissions — The Company pays CNL Securities Corp. (the “Managing Dealer”), an affiliate of the Manager, a selling commission up to 6.00% of the sale price for each Class A share and 3.00% of the sale price for each Class T share sold in the Follow-On Public Offering (excluding sales pursuant to the Company’s distribution reinvestment plan). The Managing Dealer may reallow all or a portion of the selling commissions to participating broker-dealers. Dealer Manager Fee — The Company pays the Managing Dealer a dealer manager fee of up to 2.50% of the price of each Class A share and 1.75% of the price of each Class T share sold in the Follow-On Public Offering (excluding sales pursuant to the Company’s distribution reinvestment plan). The Managing Dealer may reallow all or a portion of such dealer manager fees to participating broker-dealers. Distribution and Shareholder Servicing Fee — The Company pays the Managing Dealer a distribution and shareholder servicing fee, subject to certain limits, with respect to its Class T and Class D shares sold in the Public Offerings (excluding Class T shares and Class D shares sold through the distribution reinvestment plan and those received as share distributions) in an annual amount equal to 1.00% and 0.50%, respectively, of its current net asset value per share, as disclosed in its periodic or current reports, payable on a monthly basis. The distribution and shareholder servicing fee accrues daily and is paid monthly in arrears. The Managing Dealer may reallow all or a portion of the distribution and shareholder servicing fee to the broker-dealer who sold the Class T or Class D shares or, if applicable, to a servicing broker-dealer of the Class T or Class D shares or a fund supermarket platform featuring Class D shares, so long as the broker-dealer or financial intermediary has entered into a contractual agreement with the Managing Dealer that provides for such reallowance. The distribution and shareholder servicing fee is an ongoing fee that is allocated among all Class T and Class D shares, respectively, and is not paid at the time of purchase. Manager and/or Sub-Manager Organization and Offering Costs — The Company reimburses the Manager and the Sub-Manager, along with their respective affiliates, for the organization and offering costs (other than selling commissions and dealer manager fees) they have incurred on the Company’s behalf only to the extent that such expenses do not exceed 1.5% of the cumulative gross proceeds from the Public Offerings. The Company incurred an obligation to reimburse the Manager and Sub-Manager for organization and offering costs based on actual amounts raised through the Public Offerings of approximately $0.8 million and $0.7 million during each of the quarters ended September 30, 2022 and 2021, and approximately $2.0 million and $1.7 million during the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022, the Manager and the Sub-Manager had incurred approximately $2.9 million of organization and offering costs on behalf of the Company in connection with the Public Offerings in excess of the reimbursement limitation. These costs will be recognized by the Company in future periods as the Company receives future offering proceeds from the Follow-On Public Offering to the extent such costs are within the 1.5% limitation. Base Management Fee to Manager and Sub-Manager — The Company pays each of the Manager and the Sub-Manager 50% of the total base management fee for their services under the Management Agreement and the Sub-Management Agreement, subject to any reduction or deferral of any such fees pursuant to the terms of the Expense Support and Conditional Reimbursement Agreement described below. The Company incurred base management fees of approximately $2.4 million and $1.3 million during the quarters ended September 30, 2022 and 2021, respectively, and approximately $6.4 million and $3.3 million during the nine months ended September 30, 2022 and 2021, respectively. The base management fee is calculated for each share class at an annual rate of (i) for the Non-founder shares of a particular class, 2% of the product of (x) the Company’s average gross assets and (y) the ratio of Non-founder share Average Adjusted Capital (as defined below), for a particular class to total Average Adjusted Capital and (ii) for the Founder shares of a particular class, 1% of the product of (x) the Company’s average gross assets and (y) the ratio of outstanding Founder share Average Adjusted Capital for a particular class to total Average Adjusted Capital, in each case excluding cash, and is payable monthly in arrears. The management fee for a certain month is calculated based on the average value of the Company’s gross assets at the end of that month and the immediately preceding calendar month. The determination of gross assets reflects changes in the fair market value of the Company’s assets, which does not necessarily equal their notional value, reflecting both realized and unrealized capital appreciation or depreciation. The base management fee may be reduced or deferred by the Manager and the Sub-Manager under the Management Agreement and the Expense Support and Conditional Reimbursement Agreement described below. For purposes of this calculation, “Average Adjusted Capital” for an applicable class is computed on the daily Adjusted Capital for such class for the actual number of days in such applicable month. “Adjusted Capital” is defined as cumulative proceeds generated from sales of the Company’s shares of a particular share class (including proceeds from the sale of shares pursuant to the distribution reinvestment plan, if any), net of upfront selling commissions and dealer manager fees (“sales load”), if any, reduced for the full amounts paid for share repurchases pursuant to any share repurchase program, if any, for such class. Total Return Incentive Fee on Income to the Manager and Sub-Manager — The Company also pays each of the Manager and the Sub-Manager 50% of the total return incentive fee for their services under the Management Agreement and the Sub-Management Agreement. The Company recorded total return incentive fees of approximately $3.1 million and $1.4 million during the quarters ended September 30, 2022 and 2021, respectively, and approximately $7.7 million and $6.3 million during the nine months ended September 30, 2022 and 2021, respectively. The total return incentive fee is based on the Total Return to Shareholders (as defined below) for each share class in any calendar year, payable annually in arrears. The Company accrues (but does not pay) the total return incentive fee on a quarterly basis, to the extent that it is earned, and performs a final reconciliation and makes required payments at completion of each calendar year. The total return incentive fee may be reduced or deferred by the Manager and the Sub-Manager under the Management Agreement and the Expense Support and Conditional Reimbursement Agreement described below. For purposes of this calculation, “Total Return to Shareholders” for any calendar quarter is calculated for each share class as the change in the net asset value for such share class plus total distributions for such share class calculated based on the Average Adjusted Capital for such class as of such calendar quarter end. The terms “Total Return to Non-founder Shareholders” and “Total Return to Founder Shareholders” means the Total Return to Shareholders specifically attributable to each particular share class of Non-founder shares or Founder shares, as applicable. The total return incentive fee for each share class is calculated as follows: • No total return incentive fee will be payable in any calendar year in which the annual Total Return to Shareholders of a particular share class does not exceed 7% (the “Annual Preferred Return”). • As it relates to the Non-founder shares, all of the Total Return to Shareholders with respect to each particular share class of Non-founder shares, if any, that exceeds the annual preferred return, but is less than or equal to 8.75%, or the “Non-founder breakpoint,” in any calendar year, will be payable to the Manager (“Non-founder Catch Up”). The Non-Founder Catch Up is intended to provide an incentive fee of 20% of the Total Return to Non-founder Shareholders of a particular share class once the Total Return to Non-founder Shareholders of a particular class exceeds 8.75% in any calendar year. • As it relates to Founder shares, all of the Total Return to Founder Shareholders with respect to each particular share class of Founder shares, if any, that exceeds the annual preferred return, but is less than or equal to 7.777%, or the “founder breakpoint,” in any calendar year, will be payable to the Manager (“Founder Catch Up”). The Founder Catch Up is intended to provide an incentive fee of 10% of the Total Return to Founder Shareholders of a particular share class once the Total Return to Founder Shareholders of a particular class exceeds 7.777% in any calendar year. • For any quarter in which the Total Return to Shareholders of a particular share class exceeds the relevant breakpoint, the total return incentive fee of a particular share class shall equal, for Non-founder shares, 20% of the Total Return to Non-founder Shareholders of a particular class, and for Founder shares, 10% of the Total Return to Founder Shareholders of a particular class, in each case because the annual preferred and relevant catch ups will have been achieved. • For purposes of calculating the Total Return to Shareholders, the change in the Company’s net asset value is subject to a High Water Mark. The “High Water Mark” is equal to the highest year-end net asset value, for each share class of the Company since inception, adjusted for any special distributions resulting from the sale of the Company’s assets, provided such adjustment is approved by the Company’s board of directors. If, as of each calendar year end, the Company’s net asset value for the applicable share class is (A) above the High Water Mark, then, for such calendar year, the Total Return to Shareholders calculation will include the increase in the Company’s net asset value for such share class in excess of the High Water Mark, and (B) if the Company’s net asset value for the applicable share class is below the High Water Mark, for such calendar year, (i) any increase in the Company’s per share net asset value will be disregarded in the calculation of Total Return to Shareholders for such share class while (ii) any decrease in the Company’s per share net asset value will be included the calculation of Total Return to Shareholders for such share class. For the years ended December 31, 2022 and 2021, the High Water Marks were as follows: For the year ended: Class FA Class A Class T Class D Class I Class S December 31, 2022 $ 32.62 $ 30.78 $ 30.66 $ 30.35 $ 31.18 $ 32.84 December 31, 2021 29.97 28.76 28.67 28.24 29.06 30.08 For purposes of this calculation, “Average Adjusted Capital” for an applicable class is computed on the daily Adjusted Capital for such class for the actual number of days in such applicable quarter. The annual preferred return of 7% and the relevant breakpoints of 8.75% and 7.777%, respectively, are also adjusted for the actual number of days in each calendar year, measured as of each calendar quarter end. Reimbursement to Manager and Sub-Manager for Operating Expenses and Pursuit Costs — The Company reimburses the Manager and the Sub-Manager and their respective affiliates for certain third party operating expenses and pursuit costs incurred in connection with their provision of services to the Company, including fees, costs, expenses, liabilities and obligations relating to the Company’s activities, acquisitions, dispositions, financings and business, subject to the terms of the Company’s limited liability company agreement, the Management Agreement, the Sub-Management Agreement and the Expense Support and Conditional Reimbursement Agreement (as defined below). The Company does not reimburse the Manager and Sub-Manager for administrative services performed by the Manager or Sub-Manager for the benefit of the Company. Expense Support and Conditional Reimbursement Agreement — The Company entered into an expense support and conditional reimbursement agreement with the Manager and the Sub-Manager (the “Expense Support and Conditional Reimbursement Agreement”), which became effective on February 7, 2018, pursuant to which each of the Manager and the Sub-Manager agrees to reduce the payment of base management fees, total return incentive fees and the reimbursements of reimbursable expenses due to the Manager and the Sub-Manager under the Management Agreement and the Sub-Management Agreement, as applicable, to the extent that the Company’s annual regular cash distributions exceed its annual net income (with certain adjustments). The amount of such expense support is equal to the annual (calendar year) excess, if any, of (a) the distributions (as defined in the Expense Support and Conditional Reimbursement Agreement) declared and paid (net of the Company’s distribution reinvestment plan) to shareholders minus (b) the available operating funds, as defined in the Expense Support and Conditional Reimbursement Agreement (the “Expense Support”). The Expense Support amount is borne equally by the Manager and the Sub-Manager and is calculated as of the last business day of the calendar year. Until the Expense Support and Conditional Reimbursement Agreement is terminated, the Manager and Sub-Manager shall equally conditionally reduce the payment of fees and reimbursements of reimbursable expenses in an amount equal to the conditional waiver amount (as defined in and subject to limitations described in the Expense Support and Conditional Reimbursement Agreement). The term of the Expense Support and Conditional Reimbursement Agreement has the same initial term and renewal terms as the Management Agreement or the Sub-Management Agreement, as applicable, to the Manager or the Sub-Manager. Expense support is paid by the Manager and Sub-Manager annually in arrears. If, on the last business day of the calendar year, the annual (calendar year) year-to-date available operating funds exceeds the sum of the annual (calendar year) year-to-date distributions paid per share class (the “Excess Operating Funds”), the Company uses such Excess Operating Funds to pay the Manager and the Sub-Manager all or a portion of the outstanding unreimbursed Expense Support amounts for each share class, as applicable, subject to certain conditions (the “Conditional Reimbursements”) as described further in the Expense Support and Conditional Reimbursement Agreement. The Company’s obligation to make Conditional Reimbursements shall automatically terminate and be of no further effect three years following the date which the Expense Support amount was provided and to which such Conditional Reimbursement relates, as described further in the Expense Support and Conditional Reimbursement Agreement. Since inception, the Company has received cumulative Expense Support of approximately $5.1 million. During the quarter ended September 30, 2021, the Company recorded Expense Support of approximately $(4.5) million which represented a reversal of expense support accrued through June 30, 2021 and Expense Support reimbursement of approximately $1.1 million. The Company reimbursed approximately $1.8 million of Expense Support to the Manager and Sub-Manager for the year ended December 31, 2021. As of September 30, 2022, the remaining amount of Expense Support collected from the Manager and Sub-Manager subject to reimbursement was approximately $3.2 million. The Company recorded reimbursement of Expense Support in the condensed consolidated statements of operations of approximately $0.2 million and $2.5 million during the quarter and nine months ended September 30, 2022, respectively. The following table summarizes Expense Support received (excluding years for which reimbursement eligibility has expired), Expense Support reimbursed and the remaining Expense Support that may become reimbursable, subject to the conditions of reimbursement defined in the Expense Support and Conditional Reimbursement Agreement, as of September 30, 2022 (in thousands): For the Year Ended Amount of Expense Support Received Expense Support Reimbursed (1) Expense Support Subject to Reimbursement (2) Reimbursement Eligibility Expiration December 31, 2019 $ 1,372 $ (970) $ 402 March 31, 2023 December 31, 2020 3,301 (509) 2,792 March 31, 2024 $ 4,673 $ (1,479) $ 3,194 FOOTNOTES: (1) Represents Expense Support reimbursed to the Manager and Sub-Manager accrued as of December 31, 2021 and paid during the nine months ended September 30, 2022, related to Expense Support received for the years ended December 31, 2020 and 2019. The Company also reimbursed $(353) related to Expense Support received for the year ended December 31, 2018. (2) Represents remaining Expense Support that is subject to reimbursement, which is calculated by share class and subject to limitations as defined in the Expense Support and Conditional Reimbursement Agreement. During the nine months ended September 30, 2022, management accrued reimbursement of expense support of $2,535. Management believes that Expense Support reimbursement payments by the Company to the Manager and Sub-Manager for unreimbursed Expense Support in excess of this accrual amount are not probable under the terms of the Expense Support and Conditional Reimbursement Agreement as of September 30, 2022. Distributions Individuals and entities affiliated with the Manager and Sub-Manager owned approximately 0.4 million and 0.4 million shares as of September 30, 2022 and 2021, respectively. These individuals and entities received distributions from the Company of approximately $0.1 million and $0.2 million during the quarters ended September 30, 2022 and 2021, respectively, and $0.3 million and $0.5 million during the nine months ended September 30, 2022 and 2021, respectively. Related party fees and expenses incurred for the quarter and nine months ended September 30, 2022 and 2021 are summarized below (in thousands): Quarter Ended Nine Months Ended Related Party Source Agreement & Description 2022 2021 2022 2021 Managing Dealer Managing Dealer Agreement: Commissions $ 565 $ 542 $ 1,335 $ 1,084 Dealer manager fees 288 296 689 580 Distribution and shareholder servicing fees 210 104 549 247 Manager and Sub-Manager Management Agreement and Sub-Management Agreement: Organization and offering reimbursement (1)(2) 756 688 2,002 1,741 Base management fees (1) 2,425 1,287 6,417 3,277 Total return incentive fees (1) 3,090 1,419 7,723 6,289 Manager and Sub-Manager Expense Support and Conditional Reimbursement Agreement: Expense Support — 4,495 — — Reimbursement of Expense Support 183 1,055 2,535 1,055 Manager Administrative Services Agreement: Reimbursement of third-party operating expenses (1) 13 41 70 97 Sub-Manager Sub-Management Agreement: Reimbursement of third-party pursuit costs (1)(3) — 137 339 651 FOOTNOTES: (1) Expenses subject to Expense Support. (2) Organization reimbursements are expensed on the Company’s condensed consolidated statements of operations as incurred. Offering reimbursements are capitalized on the Company’s condensed consolidated statements of assets and liabilities as deferred offering expenses and expensed to the Company’s condensed consolidated statements of operations over the lesser of the offering period or 12 months. (3) Includes reimbursement of third-party fees incurred for investments that did not close, including fees and expenses associated with performing due diligence reviews. The following table presents amounts due to related parties as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Total return incentive fee $ 7,723 $ 7,283 Reimbursement of Expense Support 2,535 1,831 Base management fees 774 578 Organization and offering expenses 259 176 Distribution and shareholder servicing fees 72 53 Reimbursement of third-party operating expenses and pursuit costs 9 1 Total due to related parties $ 11,372 $ 9,922 |
Distributions
Distributions | 9 Months Ended |
Sep. 30, 2022 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions | Distributions The Company’s board of directors declared distributions on a monthly basis in each of the nine months ended September 30, 2022 and 2021 (nine record dates). Declared distributions are paid and reinvested monthly in arrears. The following table reflects the total distributions declared during the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Nine Months Ended September 30, 2022 2021 Distribution Period Distributions Declared (1) Distributions Reinvested (2) Cash Distributions Net of Distributions Reinvested (2) Distributions Declared (1)(2) Distributions Reinvested (2) Cash Distributions Net of Distributions Reinvested (2) First Quarter $ 4,928 $ 1,630 $ 3,298 $ 3,290 $ 789 $ 2,501 Second Quarter 5,259 1,819 3,440 3,618 972 2,646 Third Quarter 5,627 2,036 3,591 4,037 1,224 2,813 $ 15,814 $ 5,485 $ 10,329 $ 10,945 $ 2,985 $ 7,960 FOOTNOTES: (1) The Company’s board of directors declared distributions per share on a monthly basis. See Note 12. “Financial Highlights” Record Date Period Class FA Class A Class T Class D Class I Class S January 1, 2022 - September 30, 2022 $ 0.104167 $ 0.104167 $ 0.083333 $ 0.093750 $ 0.104167 $ 0.104167 January 1, 2021 - September 30, 2021 0.104167 0.104167 0.083333 0.093750 0.104167 0.104167 (2) Amounts based on distribution record date. The sources of declared distributions on a GAAP basis were as follows (in thousands): Nine Months Ended September 30, 2022 2021 Amount % of Distributions Declared Amount % of Distributions Declared Net investment income (1) $ 12,040 76.1 % $ 6,944 63.4 % Distributions in excess of net investment income (2) 3,774 23.9 4,001 36.6 Total distributions declared $ 15,814 100.0 % $ 10,945 100.0 % FOOTNOTES: (1) Net investment income includes reimbursement of Expense Support of $2,535 and $1,055 for the nine months ended September 30, 2022 and 2021, respectively. See Note 5. “Related Party Transactions” (2) Consists of distributions made from offering proceeds for the periods presented. |
Capital Transactions
Capital Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Capital Transactions | Capital Transactions Public Offerings Under the Public Offerings, the Company has offered and continues to offer up to $1.0 billion of shares, on a best efforts basis, which means that CNL Securities Corp., as the Managing Dealer of the Public Offerings, uses its best effort but is not required to sell any specific amount of shares. The Company is offering, in any combination, four classes of shares in the Follow-On Public Offering: Class A shares, Class T shares, Class D shares and Class I shares. The initial minimum permitted purchase amount is $5,000 in shares. There are differing selling fees and commissions for each share class. The Company also pays distribution and shareholder servicing fees, subject to certain limits, on the Class T and Class D shares sold in the Public Offerings (excluding sales pursuant to the Company’s distribution reinvestment plan). The public offering price, selling commissions and dealer manager fees per share class are determined monthly as approved by the Company’s board of directors. As of September 30, 2022, the public offering price was $34.60 per Class A share, $33.18 per Class T share, $31.27 per Class D share and $32.13 per Class I share. The Company is also offering, in any combination, up to $100.0 million of Class A shares, Class T shares, Class D shares and Class I shares to be issued pursuant to its distribution reinvestment plan. See Note 13. “Subsequent Events” The following tables summarize the total shares issued and proceeds received by share class in connection with the Public Offerings, excluding shares repurchased through the Share Repurchase Program described further below, for the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Nine Months Ended September 30, 2022 Proceeds from Public Offerings Distributions Reinvested (1) Total Share Class Shares Issued Gross Proceeds Sales Load (2) Net Proceeds to Company Shares Issued Proceeds to Company Shares Issued Net Proceeds to Company (3) Average Net Proceeds per Share Class A 503 $ 16,978 $ (1,232) $ 15,746 38 $ 1,213 541 $ 16,959 $ 31.31 Class T 531 17,394 (792) 16,602 26 821 557 17,423 31.28 Class D 646 20,010 — 20,010 18 576 664 20,586 30.96 Class I 2,493 79,118 — 79,118 86 2,661 2,579 81,779 31.71 4,173 $ 133,500 $ (2,024) $ 131,476 168 $ 5,271 4,341 $ 136,747 $ 31.49 Nine Months Ended September 30, 2021 Proceeds from Public Offerings Distributions Reinvested (1) Total Share Class Shares Issued Gross Proceeds Sales Load (2) Net Proceeds to Company Shares Issued Proceeds to Company Shares Issued Net Proceeds to Company (3) Average Net Proceeds per Share Class A 310 $ 10,087 $ (735) $ 9,352 32 $ 965 342 $ 10,317 $ 30.17 Class T 644 20,442 (928) 19,514 12 367 656 19,881 30.30 Class D 456 13,691 — 13,691 9 263 465 13,954 30.02 Class I 2,327 71,122 — 71,122 40 1,202 2,367 72,324 30.55 3,737 $ 115,342 $ (1,663) $ 113,679 93 $ 2,797 3,830 $ 116,476 $ 30.41 FOOTNOTES: (1) Amounts are based on distribution reinvestment date. Distributions are declared monthly and paid or reinvested one month in arrears. (2) The Company incurs selling commissions and dealer manager fees on the sale of Class A and Class T shares sold through the Public Offerings. See Note 5. “Related Party Transactions” (3) Approximately $17.0 million and $16.7 million of net proceeds for shares sold and issued on September 30, 2022 and 2021, respectively, was received in cash in October 2022 and 2021, respectively. Share Repurchase Program In accordance with the Share Repurchase Program, the total amount of aggregate repurchases of Class FA, Class A, Class T, Class D, Class I and Class S shares is limited to up to 2.5% of the aggregate net asset value per calendar quarter (based on the aggregate net asset value as of the last date of the month immediately prior to the repurchase date) and up to 10% of the aggregate net asset value per year (based on the average aggregate net asset value as of the end of each of the Company’s trailing four quarters). Unless the Company’s board of directors determines otherwise, the Company limits the number of shares to be repurchased during any calendar quarter to the number of shares the Company can repurchase with the proceeds received from the sale of shares under its distribution reinvestment plan in the previous quarter. Notwithstanding the foregoing, at the sole discretion of the Company’s board of directors, the Company may also use other sources, including, but not limited to, offering proceeds and borrowings to repurchase shares. During the nine months ended September 30, 2022 and 2021, the Company received requests for the repurchase of approximately $18.2 million and $2.8 million, respectively, of the Company’s common shares which exceeded proceeds from its distribution reinvestment plan in the applicable periods by approximately $13.3 million and $0.6 million, respectively. The Company’s board of directors approved the use of other sources to satisfy repurchase requests received in excess of proceeds received from the distribution reinvestment plan. The following table summarizes the shares repurchased during the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Shares Repurchased Total Consideration Average Price Paid per Share Class FA 296 $ 9,829 $ 33.24 Class A 23 735 31.36 Class T 11 334 31.27 Class D 16 507 31.00 Class I 212 6,746 31.84 Class S 1 28 33.74 Nine Months Ended September 30, 2022 559 $ 18,179 $ 32.53 Shares Repurchased Total Consideration Average Price Paid per Share Class FA 18 $ 565 $ 32.05 Class A 18 527 29.88 Class T 16 493 29.86 Class D 5 147 29.32 Class I 34 1,050 30.75 Nine Months Ended September 30, 2021 91 $ 2,782 $ 30.59 As of September 30, 2022 and December 31, 2021, the Company had a payable for shares repurchased of approximately $2.1 million and $0.5 million, respectively, which were paid in October and January 2022, respectively. Share Conversions Class T and Class D shares are converted into Class A shares once the maximum amount of distribution and shareholder servicing fees for those particular shares has been met. The shares to be converted are multiplied by the applicable conversion rate, the numerator of which is the net asset value per share of the share class being converted and the denominator of which is the net asset value per Class A share. |
Borrowings (Notes)
Borrowings (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings In September 2021, the Company entered into a second amended and restated loan agreement (the “2021 Loan Agreement”) and related promissory note with United Community Bank (d/b/a Seaside Bank and Trust) for a $25.0 million line of credit. The Company did not borrow any amounts under the 2021 Line of Credit and the Company’s ability to request draws under the 2021 Loan Agreement expired in August 2022. In August 2022, the Company entered into a new loan agreement (the “2022 Loan Agreement”) and related promissory note with First Horizon Bank for a $50.0 million revolving line of credit (the “2022 Line of Credit”). In connection with the 2022 Loan Agreement, the Company is required to pay a total commitment fee to First Horizon Bank of $0.25 million, of which $0.13 million was paid during the nine months ended September 30, 2022. The 2022 Line of Credit is available for advances through August 2023. The Company is required to pay a fee to First Horizon with each advance under the 2022 Line of Credit in an amount equal to 0.05% of the amount of each borrowing. The Company is also required to pay interest on the borrowed amount at a rate per year equal to the 30-day secured overnight financing rate (“SOFR”) plus 2.75%. Interest payments are due monthly in arrears. Furthermore, the Company is required to pay a quarterly unused line fee when the average outstanding balance of the 2022 Line of Credit is less than $25.0 million. Unused line fee payments are due quarterly in arrears. The Company may prepay, without penalty, all or any part of the borrowings under the 2022 Loan Agreement at any time and such borrowings are required to be repaid within 180 days of the borrowing date. Under the 2022 Loan Agreement, the Company is required to comply with certain covenants including the provision of financial statements on a quarterly basis, a restriction from incurring any debt, and restrictions on the transfer and sale of assets held by certain subsidiaries. Additionally, the Company has a covenant related to its fair market value of investments as a multiple of borrowings outstanding. In connection with the 2022 Loan Agreement, the Company entered into a pledge and security agreement (“Pledge Agreement”) in favor of the lender under the 2022 Line of Credit. Under the Pledge Agreement, the Company is required to contribute proceeds from the Follow-On Public Offering to pay down the outstanding debt to the extent there are any borrowings outstanding under the 2022 Loan Agreement. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company incurs income tax expense (benefit) related to its Taxable Subsidiaries. The components of income tax expense (benefit) were as follows during the quarter and nine months ended September 30, 2022 and 2021 (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Current tax expense $ 128 $ 985 $ 244 $ 1,125 Deferred tax (benefit) expense (357) 500 226 519 Total income tax expense $ (229) $ 1,485 $ 470 $ 1,644 The effective tax rate for the nine months ended September 30, 2022 and 2021 was 1.2% and 4.2%, respectively. The primary items giving rise to the difference between the 21.0% federal statutory rate applicable to corporations and the effective tax rates are due to state taxes and the benefits of the partnership structure. Significant components of the Company’s deferred tax assets and liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Deferred tax assets: Carryforwards for net operating loss $ 803 $ 533 Other 30 18 Valuation Allowance (40) (22) Total deferred tax assets 793 529 Deferred tax liabilities: Unrealized appreciation on investments (2,896) (2,406) Total deferred tax liabilities (2,896) (2,406) Deferred tax liabilities, net $ (2,103) $ (1,877) |
Concentrations of Risk
Concentrations of Risk | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Risk | Concentrations of RiskThe Company had one portfolio company (Lawn Doctor) which met at least one of the significance tests under Rule 10-01(b) of Regulation S-X (the “Significance Tests”) for at least one of the periods presented in the condensed consolidated financial statements. The portfolio companies are required to make monthly interest payments on their debt, with the debt principal due upon maturity. Failure of any of these portfolio companies to pay contractual interest payments could have a material adverse effect on the Company’s results of operations and cash flows from operations, which would impact its ability to make distributions to shareholders. |
Commitment & Contingences
Commitment & Contingences | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment & Contingences | Commitments & Contingencies See Note 5. “Related Party Transactions” From time to time, the Company and officers or directors of the Company may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of the Company’s rights under contracts with its businesses. As of September 30, 2022, the Company was not involved in any legal proceedings. In addition, in the normal course of business, the Company enters into contracts with its vendors and others that provide for general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company. However, based on experience, the Company expects that risk of loss to be remote. |
Financial Highlights
Financial Highlights | 9 Months Ended |
Sep. 30, 2022 | |
Investment Company [Abstract] | |
Financial Highlights | Financial Highlights The following are schedules of financial highlights of the Company attributed to each class of shares for the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Nine Months Ended September 30, 2022 Class FA Class A Class T Class D Class I Class S OPERATING PERFORMANCE PER SHARE Net Asset Value, Beginning of Period $ 32.62 $ 30.78 $ 30.66 $ 30.35 $ 31.18 $ 32.84 Net investment income, before reimbursement of Expense Support (1) 1.26 0.68 0.47 0.54 0.65 1.20 Reimbursement of Expense Support (1)(2) (0.33) (0.16) — — (0.12) — Net investment income (1) 0.93 0.52 0.47 0.54 0.53 1.20 Net realized and unrealized gains, net of taxes (1)(3) 1.54 1.56 1.55 1.54 1.58 1.56 Net increase resulting from investment operations 2.47 2.08 2.02 2.08 2.11 2.76 Distributions to shareholders (4) (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net decrease resulting from distributions to shareholders (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net Asset Value, End of Period $ 34.15 $ 31.92 $ 31.93 $ 31.59 $ 32.35 $ 34.66 Net assets, end of period $ 145,589 $ 64,443 $ 67,539 $ 52,356 $ 251,558 $ 61,183 Average net assets (5) $ 146,998 $ 52,817 $ 56,318 $ 38,532 $ 204,736 $ 59,389 Shares outstanding, end of period 4,263 2,019 2,115 1,657 7,777 1,765 Distributions declared $ 4,143 $ 1,580 $ 1,349 $ 1,048 $ 6,039 $ 1,655 Total investment return based on net asset value before total return incentive fee (6) 8.52 % 8.33 % 8.14 % 8.34 % 8.32 % 9.48 % Total investment return based on net asset value after total return incentive fee (6) 7.52 % 6.85 % 6.67 % 6.96 % 6.86 % 8.52 % RATIOS/SUPPLEMENTAL DATA (not annualized): Ratios to average net assets: (5)(7) Total operating expenses before total return incentive fee 1.00 % 2.43 % 3.13 % 3.09 % 2.51 % 1.13 % Total operating expenses before reimbursement of Expense Support 1.83 % 4.13 % 4.79 % 4.85 % 4.20 % 2.04 % Total operating expenses after reimbursement of Expense Support 2.81 % 4.65 % 4.79 % 4.85 % 4.60 % 2.04 % Net investment income before total return incentive fee 3.63 % 3.35 % 3.16 % 3.50 % 3.35 % 4.49 % Net investment income 2.80 % 1.65 % 1.50 % 1.74 % 1.67 % 3.58 % Nine Months Ended September 30, 2021 Class FA Class A Class T Class D Class I Class S OPERATING PERFORMANCE PER SHARE Net Asset Value, Beginning of Period $ 29.97 $ 28.76 $ 28.67 $ 28.24 $ 29.06 $ 30.08 Net investment income before reimbursement of Expense Support (1) 0.97 0.38 0.23 0.37 0.37 0.89 Reimbursement of Expense Support (1)(2) (0.17) (0.03) (0.16) (0.16) — — Net investment income (1) 0.80 0.35 0.07 0.21 0.37 0.89 Net realized and unrealized gains, net of taxes (1)(3) 2.61 2.63 2.66 2.66 2.69 2.61 Net increase resulting from investment operations 3.41 2.98 2.73 2.87 3.06 3.50 Distributions to shareholders (4) (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net decrease resulting from distributions to shareholders (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net Asset Value, End of Period $ 32.44 $ 30.80 $ 30.65 $ 30.27 $ 31.18 $ 32.64 Net assets, end of period $ 147,969 $ 41,851 $ 39,665 $ 27,652 $ 134,054 $ 57,778 Average net assets (5) $ 144,325 $ 35,346 $ 25,327 $ 17,260 $ 91,833 $ 56,108 Shares outstanding, end of period 4,561 1,359 1,294 914 4,299 1,770 Distributions declared $ 4,289 $ 1,095 $ 628 $ 487 $ 2,786 $ 1,660 Total investment return based on net asset value before total return incentive fee (6) 12.76 % 12.72 % 11.08 % 11.80 % 12.38 % 13.10 % Total investment return based on net asset value after total return incentive fee (6) 11.33 % 10.48 % 9.61 % 10.29 % 10.65 % 11.77 % RATIOS/SUPPLEMENTAL DATA (not annualized): Ratios to average net assets: (5)(7) Total operating expenses before total return incentive fee 1.15 % 2.37 % 3.94 % 3.54 % 3.12 % 1.37 % Total operating expenses before reimbursement of Expense Support 2.35 % 4.78 % 6.04 % 5.74 % 5.47 % 2.60 % Total operating expenses after reimbursement of Expense Support 2.90 % 4.88 % 6.58 % 6.27 % 5.41 % 2.60 % Net investment income before total return incentive fee 3.74 % 3.56 % 2.34 % 2.90 % 3.51 % 4.04 % Net investment income 2.54 % 1.15 % 0.24 % 0.70 % 1.22 % 2.81 % FOOTNOTES: (1) The per share amounts presented are based on weighted average shares outstanding. (2) Reimbursement of Expense Support is accrued throughout the year and is subject to a final calculation as of the last business day of the calendar year. (3) The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio investments for the period because of the timing of sales and repurchases of the Company’s shares in relation to fluctuating fair values for the portfolio investments. (4) The per share data for distributions is the actual amount of distributions paid or payable per common share outstanding during the entire period; distributions per share are rounded to the nearest $0.01. (5) The computation of average net assets during the period is based on net assets measured at each month end, adjusted for capital contributions or withdrawals during the month. (6) Total investment return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. Class FA assumes distributions are reinvested in Class A shares and all other share classes assume distributions are reinvested in the same share class, including Class S shares which do not participate in the distribution reinvestment plan. Amounts are not annualized and are not representative of total return as calculated for purposes of the total return incentive fee described in Note 5. “Related Party Transactions.” |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions In October 2022, the Company’s board of directors declared a monthly cash distribution on the outstanding shares of all classes of common shares of record on November 29, 2022 of $0.104167 per share for Class FA shares, $0.104167 per share for Class A shares, $0.083333 per share for Class T shares, $0.093750 per share for Class D shares, $0.104167 per share for Class I shares and $0.104167 per share for Class S shares. Offerings In October 2022, the Company’s board of directors approved new per share offering prices for each share class in the Follow-On Public Offering. The new offering prices are effective as of October 27, 2022. The following table provides the new offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in the Follow-On Public Offering: Class A Class T Class D Class I Effective October 27, 2022: Offering Price, Per Share $ 34.89 $ 33.52 $ 31.59 $ 32.35 Selling Commissions, Per Share 2.09 1.01 — — Dealer Manager Fees, Per Share 0.88 0.58 — — Capital Transactions During the period October 1, 2022 through November 10, 2022, the Company received additional net proceeds from the Follow-On Public Offering and distribution reinvestment plan of the following (in thousands except per share data): Proceeds from Follow-On Public Offering Distribution Reinvestment Plan Total Share Class Shares Gross Proceeds Sales Load Net Proceeds to Company Shares Gross Proceeds Shares Net Proceeds to Company Average Net Proceeds per Share Class A 42 $ 1,445 $ (101) $ 1,344 9 $ 268 51 $ 1,612 $ 31.90 Class T 112 3,739 (178) 3,561 6 219 118 3,780 31.92 Class D 74 2,339 — 2,339 6 174 80 2,513 31.58 Class I 242 7,838 — 7,838 24 754 266 8,592 32.34 470 $ 15,361 $ (279) $ 15,082 45 $ 1,415 515 $ 16,497 $ 32.08 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained in the Financial Accounting Standards Board Accounting Standards Codification (the “Codification” or “ASC”), which requires the use of estimates, assumptions and the exercise of subjective judgment as to future uncertainties. In the opinion of management, the condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and necessary for the fair presentation of financial results as of and for the periods presented. Although the Company is organized and intends to conduct its business in a manner so that it is not required to register as an investment company under the Investment Company Act, its financial statements are prepared using the specialized accounting principles of ASC Topic 946, “Financial Services—Investment Companies” (“ASC Topic 946”) to utilize investment company accounting. The Company obtains funds through the issuance of equity interests to multiple unrelated investors, and provides such investors with investment management services. Further, the Company’s business strategy is to acquire interests in middle-market U.S. businesses to provide current income and long term capital appreciation, while protecting invested capital. |
Principles of Consolidation | Principles of Consolidation Under ASC Topic 946 the Company is precluded from consolidating any entity other than an investment company or an operating company which provides substantially all of its services to benefit the Company. In accordance therewith, the Company has consolidated the results of its wholly owned subsidiaries which provide services to the Company in its condensed consolidated financial statements. However, the Company has not consolidated the results of its subsidiaries in which the Company holds debt and equity investments. All intercompany account balances and transactions have been eliminated in consolidation. |
Risks and Uncertainties | Risks and UncertaintiesThe Company's portfolio companies and the success of its investment activities are affected by global and national economic, political and market conditions generally and also by the local economic conditions where the portfolio companies are located and operate. Certain external events such as public health crises, including the novel coronavirus (“COVID-19”) and its variants, natural disasters and geopolitical events, including the ongoing conflict between Russia, Belarus and Ukraine have recently led to increased financial and credit market volatility and disruptions, leading to record inflationary pressure, rising interest rates, supply chain issues, labor shortages and recessionary concerns. Although more normalized activities have resumed and there has been improvement due to global and domestic vaccination efforts, at this time the Company cannot predict the full extent of the impacts of the COVID-19 pandemic on the Company and the economy as a whole. Additionally, in response to recent inflationary pressure, the U.S. Federal Reserve and other global central banks have raised interest rates in 2022 and have indicated likely further interest rate increases. The full impact of such external events on the financial and credit markets and consequently on the Company’s financial conditions and results of operations is uncertain and cannot be fully predicted. The Company will continue to monitor these events and will adjust its operations as necessary. |
Cash | Cash Cash consists of demand deposits at commercial banks. Demand deposits are carried at cost plus accrued interest, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law. |
Use of Estimates | Use of EstimatesManagement makes estimates and assumptions related to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the financial statements in conformity with generally accepted accounting principles. The uncertainty of future events may materially impact the accuracy of the estimates and assumptions used in the financial statements and related footnotes and actual results could differ from those estimates. |
Valuation of Investments | Valuation of Investments ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”) clarifies that the fair value is the price in an orderly transaction between market participants to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at the measurement date, considered from the perspective of a market participant that holds the asset or owes the liability. ASC Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows: Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets. An active market is defined as a market in which transactions for the asset or liability occur with sufficient pricing information on an ongoing basis. Publicly listed equity and debt securities and listed derivatives that are traded on major securities exchanges and publicly traded equity options are generally valued using Level 1 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 2 or Level 3 asset. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include the following: (i) quoted prices for similar assets in active markets; (ii) quoted prices for identical or similar assets in markets that are not active; (iii) inputs that are derived principally from or corroborated by observable market data by correlation or other means; and (iv) inputs other than quoted prices that are observable for the assets. Fixed income and derivative assets, where there is an observable secondary trading market and through which pricing inputs are available through pricing services or broker quotes, are generally valued using Level 2 inputs. If a price for an asset cannot be determined based upon this established process, it shall then be valued as a Level 3 asset. Level 3 – Unobservable inputs for the asset or liability being valued. Unobservable inputs will be used to measure fair value to the extent that observable inputs are not available and such inputs will be based on the best information available in the circumstances, which under certain circumstances might include the Manager’s or the Sub-Manager’s own data. Level 3 inputs may include, but are not limited to, capitalization and discount rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples. The information may also include pricing information or broker quotes which include a disclaimer that the broker would not be held to such a price in an actual transaction. Certain assets may be valued based upon estimated value of underlying collateral and include adjustments deemed necessary for estimates of costs to obtain control and liquidate available collateral. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence. Debt and equity investments in private companies or assets valued using the market or income approach are generally valued using Level 3 inputs. In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls will be determined 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 each asset. U.S. Treasury securities are classified as Level 1 assets and are recorded at fair value based on the average of the bid and ask quotes for identical instruments. The Company’s board of directors is responsible for determining in good faith the fair value of the Company’s Level 3 investments in accordance with the valuation policy and procedures approved by the board of directors, based on, among other factors, the input of the Manager, the Sub-Manager, its audit committee, and the independent third-party valuation firm. The determination of the fair value of the Company’s assets requires judgment, especially with respect to assets for which market prices are not available. For most of the Company’s assets, market prices will not be available. Due to the inherent uncertainty of determining the fair value of assets that do not have a readily available market value, the fair value of the assets may differ significantly from the values that would have been used had a readily available market value existed for such assets, and the differences could be material. Because the calculation of the Company’s net asset value is based, in part, on the fair value of its assets, the Company’s calculation of net asset value is subjective and could be adversely affected if the determinations regarding the fair value of its assets were materially higher than the values that the Company ultimately realizes upon the disposal of such assets. Furthermore, through the valuation process, the Company’s board of directors may determine that the fair value of the Company’s assets differs materially from the values that were provided by the independent valuation firm. The Company may also look to private merger and acquisition statistics, public trading multiples adjusted for illiquidity and other factors, valuations implied by third-party investments in the businesses or industry practices in determining fair value. The Company may also consider the size and scope of a business and its specific strengths and weaknesses, as well as any other factors it deems relevant in assessing the value. |
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments | Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation on Investments The Company will measure realized gains or losses as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the amortized cost basis of the asset, without regard to unrealized appreciation or depreciation previously recognized. Net change in unrealized appreciation or depreciation on investments will reflect the change in asset values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. |
Income Recognition | Income Recognition Interest Income – Interest income from loans and debt securities is recorded on an accrual basis to the extent that the Company expects to collect such amounts. The Company does not accrue as a receivable interest on loans and debt securities for accounting purposes if it has reason to doubt its ability to collect such interest. The Company places loans on non-accrual status when principal and interest are past due 90 days or more or when there is a reasonable doubt that the Company will collect principal or interest. Accrued interest is generally reversed when a loan is placed on non-accrual. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are generally restored to accrual status when past due principal and interest amounts are paid and, in management’s judgment, are likely to remain current. Since inception, the Company has not experienced any past due payments on any of its loan investments. Original issue discounts (“OID”) on U.S. Treasury securities are reflected in the initial cost basis and the Company accretes such amounts as interest income over the term of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the accretion of discounts. Dividend Income – |
Paid in Capital | Paid in Capital The Company records the proceeds from the sale of its common shares on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding upfront selling commissions and dealer manager fees. |
Share Repurchases | Share RepurchasesUnder the Company’s share repurchase program (the “Share Repurchase Program”), a shareholder’s shares are deemed to have been redeemed as of the repurchase date, which will generally be the last business day of the month of a calendar quarter. Shares redeemed are retired and not available for reissue. |
Organization and Offering Expenses | Organization and Offering Expenses Organization expenses are expensed on the Company’s condensed consolidated statements of operations as incurred. Offering expenses, which consist of amounts incurred for items such as legal, accounting, regulatory and printing work incurred related to the Public Offerings, are capitalized on the Company’s condensed consolidated statements of assets and liabilities as deferred offering expenses and expensed to the Company’s condensed consolidated statements of operations over the lesser of the offering period or 12 months; however, the end of the deferral period will not exceed 12 months from the date the offering expense is incurred by the Manager and the Sub-Manager. |
Distribution and Shareholder Servicing Fees | Distribution and Shareholder Servicing FeesThe Company pays distribution and shareholder servicing fees with respect to its Class T and Class D shares, as described further below in Note 5. “Related Party Transactions.” |
Deferred Financing Costs | Deferred Financing Costs Financing costs, including upfront fees, commitment fees and legal fees related to borrowings (as further described in Note 8. “Borrowings” |
Allocation of Profit and Loss | Allocation of Profit and Loss Class-specific expenses, including base management fees, total return incentive fees, organization and offering expenses, distribution and shareholder servicing fees, expense support (reimbursement) and certain transfer agent fees, are allocated to each share class of common shares in accordance with how such expenses are attributable to the particular share classes, as determined by the Company’s board of directors, the Company’s governing agreements and, in certain cases, expenses which are specifically identifiable to a share class. |
Earnings per Share and Net Investment Income per Share | Earnings per Share and Net Investment Income per Share Earnings per share and net investment income per share are calculated for each share class of common shares based upon the weighted average number of common shares outstanding during the reporting period. |
Distributions | Distributions The Company’s board of directors has declared and intends to continue to declare distributions based on monthly record dates and such distributions are expected to be paid on a monthly basis one month in arrears. Distributions are made on all classes of the Company’s shares at the same time. The Company has adopted a distribution reinvestment plan that provides for reinvestment of distributions on behalf of shareholders. Non-founder shareholders participating in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares having the same class designation as the class of shares to which such distributions are attributable at a price per share equivalent to the then current public offering price, net of up-front selling commissions and dealer manager fees. Cash distributions paid on Class FA shares participating in the distribution reinvestment plan are reinvested in additional Class A shares. Class S shares do not participate in the distribution reinvestment plan. |
Reclassifications | Reclassifications Certain reclassifications have been made to the condensed consolidated statement of operations and condensed consolidated statement of cash flows for the nine months ended September 30, 2021 to conform with the current year presentation. There was no impact on the Company’s consolidated net income, net change in net assets resulting from operations, net cash used in operations or net cash provided by financing activities as a result of the reclassifications. |
Income Taxes | Income Taxes Under GAAP, the Company is subject to the provisions of ASC 740, “Income Taxes.” The Company follows the authoritative guidance on accounting for uncertainty in income taxes and concluded it has no material uncertain tax positions to be recognized at this time. If applicable, the Company will recognize interest and penalties related to unrecognized tax benefits as income tax expense in the Company’s condensed consolidated statements of operations. The Company has operated and expects to continue to operate so that it will qualify to be treated for U.S. federal income tax purposes as a partnership, and not as an association or a publicly traded partnership taxable as a corporation. Generally, the Company will not be taxable as a corporation if 90% or more of its gross income for each taxable year consists of “qualifying income” (generally, interest (other than interest generated from a financial business), dividends, real property rents, gain from the sale of assets that produce qualifying income and certain other items) and the Company is not required to register under the Investment Company Act (the “qualifying income exception”). As a partnership, the individual shareholders are responsible for their proportionate share of the Company’s taxable income. The Company holds certain equity investments in taxable subsidiaries (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit the Company to hold equity investments in portfolio companies which are “pass through” entities for tax purposes. The Taxable Subsidiaries are not consolidated with the Company for income tax purposes and may generate income tax expense, benefit, and the related tax assets and liabilities, as a result of the Taxable Subsidiaries’ ownership of certain portfolio investments. The income tax expense, or benefit, if any, and related tax assets and liabilities are reflected in the Company’s condensed consolidated financial statements. See Note 9. “Income Taxes” |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Investment Portfolio | The Company’s investment portfolio is summarized as follows as of September 30, 2022 and December 31, 2021 (in thousands): As of September 30, 2022 Asset Category Cost Fair Value Fair Value Fair Value Senior secured debt First lien $ 101,600 $ 101,600 16.1 % 15.8 % Second lien 75,342 75,342 11.9 11.7 Total senior secured debt 176,942 176,942 28.0 27.5 Equity 299,959 395,984 62.6 61.6 U.S. Treasury Bills 60,067 60,075 9.4 9.4 Total investments $ 536,968 $ 633,001 100.0 % 98.5 % As of December 31, 2021 Asset Category Cost Fair Value Fair Value Fair Value Senior secured debt First lien $ 116,600 $ 116,600 25.6 % 23.3 % Second lien 35,942 35,942 7.9 7.2 Total senior secured debt 152,542 152,542 33.5 30.5 Equity 235,212 303,455 66.5 60.7 Total investments $ 387,754 $ 455,997 100.0 % 91.2 % |
Industry and Geographic Dispersion of Investment Portfolio as Percentage of Total Fair Value of Investments | The industry dispersion of the Company’s portfolio company investments, based on fair value, as of September 30, 2022 and December 31, 2021 were as follows: Industry September 30, 2022 December 31, 2021 Engineered Products 17.3 % 2.8 % Commercial and Professional Services 13.6 15.8 Real Estate Services 13.3 17.2 Visual Safety Solutions 13.1 15.2 Information Services and Advisory Solutions 10.3 12.1 Healthcare Supplies 9.7 10.6 Sanitation Products 8.8 11.1 Hobby Goods and Supplies 7.2 8.7 Business Services 6.7 6.5 Total 100.0 % 100.0 % |
Summary of Operating and Balance Sheet Data | The following tables present unaudited summarized operating data for the quarter and nine months ended September 30, 2022 and 2021, and summarized balance sheet data as of September 30, 2022 (unaudited) and December 31, 2021 for this portfolio company (in thousands): Lawn Doctor, Inc. Quarter Ended Nine Months Ended 2022 2021 2022 2021 Revenues $ 8,414 $ 7,927 $ 29,960 $ 27,716 Expenses (7,252) (7,318) (26,524) (24,774) Income before taxes 1,162 609 3,436 2,942 Income tax expense (287) (16) (842) (628) Consolidated net income 875 593 2,594 2,314 Net (income) loss attributable to non-controlling interests (15) 3 18 91 Net income $ 860 $ 596 $ 2,612 $ 2,405 As of September 30, 2022 As of December 31, 2021 Current assets $ 12,145 $ 13,926 Non-current assets 89,293 92,309 Current liabilities 6,925 7,961 Non-current liabilities 62,777 63,576 Non-controlling interests (518) (500) Stockholders’ equity 32,254 35,198 Ownership percentage (1) 61 % 61 % FOOTNOTE: |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Investments Categorization in Fair Value Hierarchy | The Company’s investments were categorized in the fair value hierarchy described in Note 2. “Significant Accounting Policies,” As of September 30, 2022 As of December 31, 2021 Description Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Senior Debt $ — $ — $ 176,942 $ 176,942 $ — $ — $ 152,542 $ 152,542 Equity — — 395,984 395,984 — — 303,455 303,455 U.S. Treasury Bills 60,075 — — 60,075 — — — — Total Investments $ 60,075 $ — $ 572,926 $ 633,001 $ — $ — $ 455,997 $ 455,997 |
Unobservable Inputs Used in Fair Value Measurement of Investments | The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 Asset Group Fair Value Valuation Techniques Unobservable Inputs Range (Weighted Average) (1) Impact to Valuation from an Increase in Input (2) Senior Debt $ 176,942 Discounted Cash Flow Discount Rate 10.0% – 14.0% (11.8%) 6.6x – 13.6x (9.7x) 6.5x – 12.5x (10.8x) Decrease Equity 395,984 Discounted Cash Flow Discount Rate 10.0% – 14.0% (11.8%) 6.6x – 13.6x (9.7x) 6.5x – 12.5x (10.8x) Decrease Total $ 572,926 December 31, 2021 Asset Group Fair Value Valuation Techniques Unobservable Inputs Range (Weighted Average) (1) Impact to Valuation from an Increase in Input (2) Senior Debt $ 130,042 Discounted Cash Flow Discount Rate 8.5% – 13.0% (11.4%) 4.1x – 15.2x (8.9x) 6.0x – 12.5x (9.6x) Decrease 22,500 Transaction Precedent Transaction Price N/A N/A Equity 256,695 Discounted Cash Flow Discount Rate 8.5% – 13.0% (11.4%) 4.1x – 15.2x (8.9x) 6.0x – 12.5x (9.6x) Decrease 46,760 Transaction Precedent Transaction Price N/A N/A Total $ 455,997 FOOTNOTES: (1) Discount rates are relative to the enterprise value of the portfolio companies and are not the market yields on the associated debt investments. Unobservable inputs were weighted by the relative fair value of the investments. (2) This column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements. |
Reconciliations of Investments of Level 3 Inputs | The following tables provide a reconciliation of investments for which Level 3 inputs were used in determining fair value for the nine months ended September 30, 2022 and 2021 (in thousands): Nine Months Ended September 30, 2022 Senior Debt Equity Total Fair value balance as of January 1, 2022 $ 152,542 $ 303,455 $ 455,997 Additions 24,400 64,983 89,383 Return of capital (1) — (237) (237) Net change in unrealized appreciation (2) — 27,783 27,783 Fair value balance as of September 30, 2022 $ 176,942 $ 395,984 $ 572,926 Change in net unrealized appreciation on investments held as of September 30, 2022 (2) $ — $ 27,783 $ 27,783 Nine Months Ended September 30, 2021 Senior Debt Equity Total Fair value balance as of January 1, 2021 $ 78,042 $ 153,155 $ 231,197 Additions 37,000 36,000 73,000 Return of capital (1) — (2,789) (2,789) Net change in unrealized appreciation (2) — 30,832 30,832 Fair value balance as of September 30, 2021 $ 115,042 $ 217,198 $ 332,240 Change in net unrealized appreciation on investments held as of September 30, 2021 (2) $ — $ 30,832 $ 30,832 FOOTNOTES: (1) Represents portion of distributions received which were accounted for as a return of capital. See Note 2. “Significant Accounting Policies” for information on the accounting treatment of distributions from portfolio companies. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | For the years ended December 31, 2022 and 2021, the High Water Marks were as follows: For the year ended: Class FA Class A Class T Class D Class I Class S December 31, 2022 $ 32.62 $ 30.78 $ 30.66 $ 30.35 $ 31.18 $ 32.84 December 31, 2021 29.97 28.76 28.67 28.24 29.06 30.08 Related party fees and expenses incurred for the quarter and nine months ended September 30, 2022 and 2021 are summarized below (in thousands): Quarter Ended Nine Months Ended Related Party Source Agreement & Description 2022 2021 2022 2021 Managing Dealer Managing Dealer Agreement: Commissions $ 565 $ 542 $ 1,335 $ 1,084 Dealer manager fees 288 296 689 580 Distribution and shareholder servicing fees 210 104 549 247 Manager and Sub-Manager Management Agreement and Sub-Management Agreement: Organization and offering reimbursement (1)(2) 756 688 2,002 1,741 Base management fees (1) 2,425 1,287 6,417 3,277 Total return incentive fees (1) 3,090 1,419 7,723 6,289 Manager and Sub-Manager Expense Support and Conditional Reimbursement Agreement: Expense Support — 4,495 — — Reimbursement of Expense Support 183 1,055 2,535 1,055 Manager Administrative Services Agreement: Reimbursement of third-party operating expenses (1) 13 41 70 97 Sub-Manager Sub-Management Agreement: Reimbursement of third-party pursuit costs (1)(3) — 137 339 651 FOOTNOTES: (1) Expenses subject to Expense Support. (2) Organization reimbursements are expensed on the Company’s condensed consolidated statements of operations as incurred. Offering reimbursements are capitalized on the Company’s condensed consolidated statements of assets and liabilities as deferred offering expenses and expensed to the Company’s condensed consolidated statements of operations over the lesser of the offering period or 12 months. (3) Includes reimbursement of third-party fees incurred for investments that did not close, including fees and expenses associated with performing due diligence reviews. The following table presents amounts due to related parties as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Total return incentive fee $ 7,723 $ 7,283 Reimbursement of Expense Support 2,535 1,831 Base management fees 774 578 Organization and offering expenses 259 176 Distribution and shareholder servicing fees 72 53 Reimbursement of third-party operating expenses and pursuit costs 9 1 Total due to related parties $ 11,372 $ 9,922 |
Schedule of Related Party Transactions, Expense Support | The following table summarizes Expense Support received (excluding years for which reimbursement eligibility has expired), Expense Support reimbursed and the remaining Expense Support that may become reimbursable, subject to the conditions of reimbursement defined in the Expense Support and Conditional Reimbursement Agreement, as of September 30, 2022 (in thousands): For the Year Ended Amount of Expense Support Received Expense Support Reimbursed (1) Expense Support Subject to Reimbursement (2) Reimbursement Eligibility Expiration December 31, 2019 $ 1,372 $ (970) $ 402 March 31, 2023 December 31, 2020 3,301 (509) 2,792 March 31, 2024 $ 4,673 $ (1,479) $ 3,194 FOOTNOTES: (1) Represents Expense Support reimbursed to the Manager and Sub-Manager accrued as of December 31, 2021 and paid during the nine months ended September 30, 2022, related to Expense Support received for the years ended December 31, 2020 and 2019. The Company also reimbursed $(353) related to Expense Support received for the year ended December 31, 2018. |
Distributions (Tables)
Distributions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Distributions Made to Members or Limited Partners [Abstract] | |
Distributions Declared | The following table reflects the total distributions declared during the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Nine Months Ended September 30, 2022 2021 Distribution Period Distributions Declared (1) Distributions Reinvested (2) Cash Distributions Net of Distributions Reinvested (2) Distributions Declared (1)(2) Distributions Reinvested (2) Cash Distributions Net of Distributions Reinvested (2) First Quarter $ 4,928 $ 1,630 $ 3,298 $ 3,290 $ 789 $ 2,501 Second Quarter 5,259 1,819 3,440 3,618 972 2,646 Third Quarter 5,627 2,036 3,591 4,037 1,224 2,813 $ 15,814 $ 5,485 $ 10,329 $ 10,945 $ 2,985 $ 7,960 FOOTNOTES: (1) The Company’s board of directors declared distributions per share on a monthly basis. See Note 12. “Financial Highlights” Record Date Period Class FA Class A Class T Class D Class I Class S January 1, 2022 - September 30, 2022 $ 0.104167 $ 0.104167 $ 0.083333 $ 0.093750 $ 0.104167 $ 0.104167 January 1, 2021 - September 30, 2021 0.104167 0.104167 0.083333 0.093750 0.104167 0.104167 (2) Amounts based on distribution record date. The sources of declared distributions on a GAAP basis were as follows (in thousands): Nine Months Ended September 30, 2022 2021 Amount % of Distributions Declared Amount % of Distributions Declared Net investment income (1) $ 12,040 76.1 % $ 6,944 63.4 % Distributions in excess of net investment income (2) 3,774 23.9 4,001 36.6 Total distributions declared $ 15,814 100.0 % $ 10,945 100.0 % FOOTNOTES: (1) Net investment income includes reimbursement of Expense Support of $2,535 and $1,055 for the nine months ended September 30, 2022 and 2021, respectively. See Note 5. “Related Party Transactions” |
Capital Transactions (Tables)
Capital Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Shares Issued and Proceeds Received in Connection with Private Placement | The following tables summarize the total shares issued and proceeds received by share class in connection with the Public Offerings, excluding shares repurchased through the Share Repurchase Program described further below, for the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Nine Months Ended September 30, 2022 Proceeds from Public Offerings Distributions Reinvested (1) Total Share Class Shares Issued Gross Proceeds Sales Load (2) Net Proceeds to Company Shares Issued Proceeds to Company Shares Issued Net Proceeds to Company (3) Average Net Proceeds per Share Class A 503 $ 16,978 $ (1,232) $ 15,746 38 $ 1,213 541 $ 16,959 $ 31.31 Class T 531 17,394 (792) 16,602 26 821 557 17,423 31.28 Class D 646 20,010 — 20,010 18 576 664 20,586 30.96 Class I 2,493 79,118 — 79,118 86 2,661 2,579 81,779 31.71 4,173 $ 133,500 $ (2,024) $ 131,476 168 $ 5,271 4,341 $ 136,747 $ 31.49 Nine Months Ended September 30, 2021 Proceeds from Public Offerings Distributions Reinvested (1) Total Share Class Shares Issued Gross Proceeds Sales Load (2) Net Proceeds to Company Shares Issued Proceeds to Company Shares Issued Net Proceeds to Company (3) Average Net Proceeds per Share Class A 310 $ 10,087 $ (735) $ 9,352 32 $ 965 342 $ 10,317 $ 30.17 Class T 644 20,442 (928) 19,514 12 367 656 19,881 30.30 Class D 456 13,691 — 13,691 9 263 465 13,954 30.02 Class I 2,327 71,122 — 71,122 40 1,202 2,367 72,324 30.55 3,737 $ 115,342 $ (1,663) $ 113,679 93 $ 2,797 3,830 $ 116,476 $ 30.41 FOOTNOTES: (1) Amounts are based on distribution reinvestment date. Distributions are declared monthly and paid or reinvested one month in arrears. (2) The Company incurs selling commissions and dealer manager fees on the sale of Class A and Class T shares sold through the Public Offerings. See Note 5. “Related Party Transactions” |
Summary of Shares Repurchased | The following table summarizes the shares repurchased during the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Shares Repurchased Total Consideration Average Price Paid per Share Class FA 296 $ 9,829 $ 33.24 Class A 23 735 31.36 Class T 11 334 31.27 Class D 16 507 31.00 Class I 212 6,746 31.84 Class S 1 28 33.74 Nine Months Ended September 30, 2022 559 $ 18,179 $ 32.53 Shares Repurchased Total Consideration Average Price Paid per Share Class FA 18 $ 565 $ 32.05 Class A 18 527 29.88 Class T 16 493 29.86 Class D 5 147 29.32 Class I 34 1,050 30.75 Nine Months Ended September 30, 2021 91 $ 2,782 $ 30.59 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) were as follows during the quarter and nine months ended September 30, 2022 and 2021 (in thousands): Quarter Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Current tax expense $ 128 $ 985 $ 244 $ 1,125 Deferred tax (benefit) expense (357) 500 226 519 Total income tax expense $ (229) $ 1,485 $ 470 $ 1,644 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of September 30, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Deferred tax assets: Carryforwards for net operating loss $ 803 $ 533 Other 30 18 Valuation Allowance (40) (22) Total deferred tax assets 793 529 Deferred tax liabilities: Unrealized appreciation on investments (2,896) (2,406) Total deferred tax liabilities (2,896) (2,406) Deferred tax liabilities, net $ (2,103) $ (1,877) |
Financial Highlights (Tables)
Financial Highlights (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investment Company [Abstract] | |
Schedule of Financial Highlights | The following are schedules of financial highlights of the Company attributed to each class of shares for the nine months ended September 30, 2022 and 2021 (in thousands except per share data): Nine Months Ended September 30, 2022 Class FA Class A Class T Class D Class I Class S OPERATING PERFORMANCE PER SHARE Net Asset Value, Beginning of Period $ 32.62 $ 30.78 $ 30.66 $ 30.35 $ 31.18 $ 32.84 Net investment income, before reimbursement of Expense Support (1) 1.26 0.68 0.47 0.54 0.65 1.20 Reimbursement of Expense Support (1)(2) (0.33) (0.16) — — (0.12) — Net investment income (1) 0.93 0.52 0.47 0.54 0.53 1.20 Net realized and unrealized gains, net of taxes (1)(3) 1.54 1.56 1.55 1.54 1.58 1.56 Net increase resulting from investment operations 2.47 2.08 2.02 2.08 2.11 2.76 Distributions to shareholders (4) (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net decrease resulting from distributions to shareholders (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net Asset Value, End of Period $ 34.15 $ 31.92 $ 31.93 $ 31.59 $ 32.35 $ 34.66 Net assets, end of period $ 145,589 $ 64,443 $ 67,539 $ 52,356 $ 251,558 $ 61,183 Average net assets (5) $ 146,998 $ 52,817 $ 56,318 $ 38,532 $ 204,736 $ 59,389 Shares outstanding, end of period 4,263 2,019 2,115 1,657 7,777 1,765 Distributions declared $ 4,143 $ 1,580 $ 1,349 $ 1,048 $ 6,039 $ 1,655 Total investment return based on net asset value before total return incentive fee (6) 8.52 % 8.33 % 8.14 % 8.34 % 8.32 % 9.48 % Total investment return based on net asset value after total return incentive fee (6) 7.52 % 6.85 % 6.67 % 6.96 % 6.86 % 8.52 % RATIOS/SUPPLEMENTAL DATA (not annualized): Ratios to average net assets: (5)(7) Total operating expenses before total return incentive fee 1.00 % 2.43 % 3.13 % 3.09 % 2.51 % 1.13 % Total operating expenses before reimbursement of Expense Support 1.83 % 4.13 % 4.79 % 4.85 % 4.20 % 2.04 % Total operating expenses after reimbursement of Expense Support 2.81 % 4.65 % 4.79 % 4.85 % 4.60 % 2.04 % Net investment income before total return incentive fee 3.63 % 3.35 % 3.16 % 3.50 % 3.35 % 4.49 % Net investment income 2.80 % 1.65 % 1.50 % 1.74 % 1.67 % 3.58 % Nine Months Ended September 30, 2021 Class FA Class A Class T Class D Class I Class S OPERATING PERFORMANCE PER SHARE Net Asset Value, Beginning of Period $ 29.97 $ 28.76 $ 28.67 $ 28.24 $ 29.06 $ 30.08 Net investment income before reimbursement of Expense Support (1) 0.97 0.38 0.23 0.37 0.37 0.89 Reimbursement of Expense Support (1)(2) (0.17) (0.03) (0.16) (0.16) — — Net investment income (1) 0.80 0.35 0.07 0.21 0.37 0.89 Net realized and unrealized gains, net of taxes (1)(3) 2.61 2.63 2.66 2.66 2.69 2.61 Net increase resulting from investment operations 3.41 2.98 2.73 2.87 3.06 3.50 Distributions to shareholders (4) (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net decrease resulting from distributions to shareholders (0.94) (0.94) (0.75) (0.84) (0.94) (0.94) Net Asset Value, End of Period $ 32.44 $ 30.80 $ 30.65 $ 30.27 $ 31.18 $ 32.64 Net assets, end of period $ 147,969 $ 41,851 $ 39,665 $ 27,652 $ 134,054 $ 57,778 Average net assets (5) $ 144,325 $ 35,346 $ 25,327 $ 17,260 $ 91,833 $ 56,108 Shares outstanding, end of period 4,561 1,359 1,294 914 4,299 1,770 Distributions declared $ 4,289 $ 1,095 $ 628 $ 487 $ 2,786 $ 1,660 Total investment return based on net asset value before total return incentive fee (6) 12.76 % 12.72 % 11.08 % 11.80 % 12.38 % 13.10 % Total investment return based on net asset value after total return incentive fee (6) 11.33 % 10.48 % 9.61 % 10.29 % 10.65 % 11.77 % RATIOS/SUPPLEMENTAL DATA (not annualized): Ratios to average net assets: (5)(7) Total operating expenses before total return incentive fee 1.15 % 2.37 % 3.94 % 3.54 % 3.12 % 1.37 % Total operating expenses before reimbursement of Expense Support 2.35 % 4.78 % 6.04 % 5.74 % 5.47 % 2.60 % Total operating expenses after reimbursement of Expense Support 2.90 % 4.88 % 6.58 % 6.27 % 5.41 % 2.60 % Net investment income before total return incentive fee 3.74 % 3.56 % 2.34 % 2.90 % 3.51 % 4.04 % Net investment income 2.54 % 1.15 % 0.24 % 0.70 % 1.22 % 2.81 % FOOTNOTES: (1) The per share amounts presented are based on weighted average shares outstanding. (2) Reimbursement of Expense Support is accrued throughout the year and is subject to a final calculation as of the last business day of the calendar year. (3) The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio investments for the period because of the timing of sales and repurchases of the Company’s shares in relation to fluctuating fair values for the portfolio investments. (4) The per share data for distributions is the actual amount of distributions paid or payable per common share outstanding during the entire period; distributions per share are rounded to the nearest $0.01. (5) The computation of average net assets during the period is based on net assets measured at each month end, adjusted for capital contributions or withdrawals during the month. (6) Total investment return is calculated for each share class as the change in the net asset value for such share class during the period and assuming all distributions are reinvested. Class FA assumes distributions are reinvested in Class A shares and all other share classes assume distributions are reinvested in the same share class, including Class S shares which do not participate in the distribution reinvestment plan. Amounts are not annualized and are not representative of total return as calculated for purposes of the total return incentive fee described in Note 5. “Related Party Transactions.” |
Subsequent Events (Tables)
Subsequent Events (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Summary of New Public Offering Prices and Applicable Upfront Selling Commissions and Dealer Manager Fees | The following table provides the new offering prices and applicable upfront selling commissions and dealer manager fees for each share class available in the Follow-On Public Offering: Class A Class T Class D Class I Effective October 27, 2022: Offering Price, Per Share $ 34.89 $ 33.52 $ 31.59 $ 32.35 Selling Commissions, Per Share 2.09 1.01 — — Dealer Manager Fees, Per Share 0.88 0.58 — — |
Schedule of Capital Transactions | During the period October 1, 2022 through November 10, 2022, the Company received additional net proceeds from the Follow-On Public Offering and distribution reinvestment plan of the following (in thousands except per share data): Proceeds from Follow-On Public Offering Distribution Reinvestment Plan Total Share Class Shares Gross Proceeds Sales Load Net Proceeds to Company Shares Gross Proceeds Shares Net Proceeds to Company Average Net Proceeds per Share Class A 42 $ 1,445 $ (101) $ 1,344 9 $ 268 51 $ 1,612 $ 31.90 Class T 112 3,739 (178) 3,561 6 219 118 3,780 31.92 Class D 74 2,339 — 2,339 6 174 80 2,513 31.58 Class I 242 7,838 — 7,838 24 754 266 8,592 32.34 470 $ 15,361 $ (279) $ 15,082 45 $ 1,415 515 $ 16,497 $ 32.08 |
Principal Business and Organi_2
Principal Business and Organization - Additional Information (Detail) | 9 Months Ended | ||
Nov. 01, 2021 USD ($) | Mar. 07, 2018 USD ($) | Sep. 30, 2022 USD ($) classOfStock | |
Organization And Business Activities [Line Items] | |||
Number of classes of stock | classOfStock | 4 | ||
Initial Public Offering, Including Distribution Reinvestment Plan | |||
Organization And Business Activities [Line Items] | |||
Shares offered | $ 1,100,000,000 | ||
Distribution Reinvestment Plan | |||
Organization And Business Activities [Line Items] | |||
Shares offered | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 |
Follow On Public Offering, Including Distribution Reinvestment Plan | |||
Organization And Business Activities [Line Items] | |||
Shares offered | $ 1,100,000,000 | ||
Minimum | |||
Organization And Business Activities [Line Items] | |||
Targeted business annual revenues for acquisition | 15,000,000 | ||
Maximum | |||
Organization And Business Activities [Line Items] | |||
Targeted business annual revenues for acquisition | $ 250,000,000 |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Millions | 1 Months Ended | |||||
Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | May 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Sep. 30, 2022 year Investment | Dec. 31, 2021 Investment | |
Schedule of Investments [Line Items] | ||||||
Number of debt investments on non accrual status | Investment | 0 | 0 | ||||
Vektek Holdings, LLC | ||||||
Schedule of Investments [Line Items] | ||||||
Voting interest acquired (as a percent) | 84% | |||||
Total Senior Secured Notes | ||||||
Schedule of Investments [Line Items] | ||||||
Weighted average yield on debt investments (in percent) | 15.20% | |||||
Weighted average years to maturity (in years) | year | 4.9 | |||||
Total Senior Secured Notes | Vektek Holdings, LLC | ||||||
Schedule of Investments [Line Items] | ||||||
Debt investment made through subsidiary | $ 24.4 | |||||
Equity | Vektek Holdings, LLC | ||||||
Schedule of Investments [Line Items] | ||||||
Purchase of equity investments | $ 56.9 | |||||
ATA Holding Company, LLC | Equity | ||||||
Schedule of Investments [Line Items] | ||||||
Purchase of equity investments | $ 1.1 | |||||
Clarion Safety Systems, LLC | Equity | ||||||
Schedule of Investments [Line Items] | ||||||
Additional equity investment | $ 4 | |||||
Blue Ridge ESOP Associates | Equity | ||||||
Schedule of Investments [Line Items] | ||||||
Additional equity investment | $ 2.9 |
Investments - Summary of Invest
Investments - Summary of Investment Portfolio (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Cost | |||
Investment | $ 536,968 | $ 387,754 | [1],[2] |
Fair Value | |||
Investments at fair value | $ 633,001 | $ 455,997 | [1],[2] |
Fair Value Percentage of Investment Portfolio | 100% | 100% | |
Fair Value Percentage of Net Assets | 98.50% | 91.20% | |
Total Senior Secured Notes | |||
Cost | |||
Senior secured debt | $ 176,942 | $ 152,542 | |
Fair Value | |||
Senior secured debt | $ 176,942 | $ 152,542 | |
Fair Value Percentage of Investment Portfolio | 28% | 33.50% | |
Fair Value Percentage of Net Assets | 27.50% | 30.50% | |
First lien | |||
Cost | |||
Senior secured debt | $ 101,600 | $ 116,600 | |
Fair Value | |||
Senior secured debt | $ 101,600 | $ 116,600 | |
Fair Value Percentage of Investment Portfolio | 16.10% | 25.60% | |
Fair Value Percentage of Net Assets | 15.80% | 23.30% | |
Second lien | |||
Cost | |||
Senior secured debt | $ 75,342 | $ 35,942 | |
Fair Value | |||
Senior secured debt | $ 75,342 | $ 35,942 | |
Fair Value Percentage of Investment Portfolio | 11.90% | 7.90% | |
Fair Value Percentage of Net Assets | 11.70% | 7.20% | |
Equity | |||
Cost | |||
Equity | $ 299,959 | $ 235,212 | |
Fair Value | |||
Equity | $ 395,984 | $ 303,455 | |
Fair Value Percentage of Investment Portfolio | 62.60% | 66.50% | |
Fair Value Percentage of Net Assets | 61.60% | 60.70% | |
U.S. Treasury Bills | |||
Cost | |||
Investment | $ 60,067 | ||
Fair Value | |||
Investments at fair value | $ 60,075 | $ 0 | |
Fair Value Percentage of Investment Portfolio | 9.40% | ||
Fair Value Percentage of Net Assets | 9.40% | ||
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company. |
Investments - Industry and Geog
Investments - Industry and Geographic Dispersion of Investment Portfolio as Percentage of Total Fair Value of Investments (Detail) | Sep. 30, 2022 | Dec. 31, 2021 |
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 100% | 100% |
Engineered Products | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 17.30% | 2.80% |
Commercial and Professional Services | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 13.60% | 15.80% |
Real Estate Services | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 13.30% | 17.20% |
Visual Safety Solutions | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 13.10% | 15.20% |
Information Services and Advisory Solutions | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 10.30% | 12.10% |
Healthcare Supplies | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 9.70% | 10.60% |
Sanitation Products | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 8.80% | 11.10% |
Hobby Goods and Supplies | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 7.20% | 8.70% |
Business Services | ||
Investment Holdings [Line Items] | ||
Percentage of total fair value of investment | 6.70% | 6.50% |
Investments - Summary of Operat
Investments - Summary of Operating and Balance Sheet Data (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||||
Expenses | $ (7,293) | $ (4,221) | $ (19,244) | $ (14,029) | |
Income tax expense | 229 | (1,485) | (470) | (1,644) | |
Net income | 15,473 | 3,656 | 39,605 | 37,257 | |
Lawn Doctor, Inc. | |||||
Income Statement [Abstract] | |||||
Revenues | 8,414 | 7,927 | 29,960 | 27,716 | |
Expenses | (7,252) | (7,318) | (26,524) | (24,774) | |
Income before taxes | 1,162 | 609 | 3,436 | 2,942 | |
Income tax expense | (287) | (16) | (842) | (628) | |
Consolidated net income | 875 | 593 | 2,594 | 2,314 | |
Net (income) loss attributable to non-controlling interests | (15) | 3 | 18 | 91 | |
Net income | 860 | $ 596 | 2,612 | $ 2,405 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Current assets | 12,145 | 12,145 | $ 13,926 | ||
Non-current assets | 89,293 | 89,293 | 92,309 | ||
Current liabilities | 6,925 | 6,925 | 7,961 | ||
Non-current liabilities | 62,777 | 62,777 | 63,576 | ||
Non-controlling interests | (518) | (518) | (500) | ||
Stockholders’ equity | $ 32,254 | $ 32,254 | $ 35,198 | ||
Portfolio Company Investment, Ownership Percentage | 61% | 61% | 61% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Investments Categorization in Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | $ 633,001 | $ 455,997 | [1],[2] |
Total Senior Secured Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Senior secured debt | 176,942 | 152,542 | |
Equity | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity | 395,984 | 303,455 | |
U.S. Treasury Bills | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | 60,075 | 0 | |
Level 1 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | 60,075 | 0 | |
Level 1 | Total Senior Secured Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Senior secured debt | 0 | 0 | |
Level 1 | Equity | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity | 0 | 0 | |
Level 1 | U.S. Treasury Bills | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | 60,075 | 0 | |
Level 2 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | 0 | 0 | |
Level 2 | Total Senior Secured Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Senior secured debt | 0 | 0 | |
Level 2 | Equity | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity | 0 | 0 | |
Level 2 | U.S. Treasury Bills | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | 0 | 0 | |
Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | 572,926 | 455,997 | |
Level 3 | Total Senior Secured Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Senior secured debt | 176,942 | 152,542 | |
Level 3 | Equity | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Equity | 395,984 | 303,455 | |
Level 3 | U.S. Treasury Bills | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | $ 0 | $ 0 | |
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company. |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Unobservable Inputs Used in Fair Value Measurement of Investments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | $ 633,001 | $ 455,997 | [1],[2] |
Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Investments at fair value | 572,926 | 455,997 | |
Discounted Cash Flow | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Senior secured debt | 176,942 | 130,042 | |
Equity | $ 395,984 | 256,695 | |
Transaction Precedent | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Senior secured debt | 22,500 | ||
Equity | $ 46,760 | ||
Minimum | Discounted Cash Flow | Discount Rate | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 0.100 | 0.085 | |
Measurement input, Equity Securities | 0.100 | 0.085 | |
Minimum | Market Comparables | EBITDA Multiple | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 6.6 | 4.1 | |
Measurement input, Equity Securities | 6.6 | 4.1 | |
Minimum | Transaction Method | EBITDA Multiple | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 6.5 | 6 | |
Measurement input, Equity Securities | 6.5 | 6 | |
Maximum | Discounted Cash Flow | Discount Rate | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 0.140 | 0.130 | |
Measurement input, Equity Securities | 0.140 | 0.130 | |
Maximum | Market Comparables | EBITDA Multiple | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 13.6 | 15.2 | |
Measurement input, Equity Securities | 13.6 | 15.2 | |
Maximum | Transaction Method | EBITDA Multiple | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 12.5 | 12.5 | |
Measurement input, Equity Securities | 12.5 | 12.5 | |
Weighted Average | Discounted Cash Flow | Discount Rate | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 0.118 | 0.114 | |
Measurement input, Equity Securities | 0.118 | 0.114 | |
Weighted Average | Market Comparables | EBITDA Multiple | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 9.7 | 8.9 | |
Measurement input, Equity Securities | 9.7 | 8.9 | |
Weighted Average | Transaction Method | EBITDA Multiple | Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input, Debt securities | 10.8 | 9.6 | |
Measurement input, Equity Securities | 10.8 | 9.6 | |
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company. |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Reconciliations of Investments of Level 3 Inputs (Detail) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value balance, beginning | $ 455,997 | $ 231,197 |
Additions | 89,383 | 73,000 |
Return of capital | (237) | (2,789) |
Net change in unrealized appreciation | 27,783 | 30,832 |
Fair value balance, ending | 572,926 | 332,240 |
Change in net unrealized appreciation on investments held | 27,783 | 30,832 |
Total Senior Secured Notes | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value balance, beginning | 152,542 | 78,042 |
Additions | 24,400 | 37,000 |
Return of capital | 0 | 0 |
Net change in unrealized appreciation | 0 | 0 |
Fair value balance, ending | 176,942 | 115,042 |
Change in net unrealized appreciation on investments held | 0 | 0 |
Equity | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value balance, beginning | 303,455 | 153,155 |
Additions | 64,983 | 36,000 |
Return of capital | (237) | (2,789) |
Net change in unrealized appreciation | 27,783 | 30,832 |
Fair value balance, ending | 395,984 | 217,198 |
Change in net unrealized appreciation on investments held | $ 27,783 | $ 30,832 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 56 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Expiration period (in years) | 3 years | |||||
Amount of expense support received | $ 0 | $ (4,495) | $ 0 | $ 0 | ||
Reimbursement of expense support | 183 | 1,055 | 2,535 | 1,055 | ||
Reimbursable expense support | $ (1,800) | |||||
Expense support subject to reimbursement | 3,194 | |||||
Distributions paid | $ 10,176 | $ 7,773 | ||||
Manager Sub Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of return incentive fees payable | 50% | |||||
Base management fees multiplier for non founder shares | 2% | |||||
Base management fees multiplier for founder shares | 1% | |||||
Annual preference return | 7% | |||||
Annual preference return relates to non-founder shares | 8.75% | |||||
Annual preference return relates to founder shares | 7.777% | |||||
Amount of expense support received | $ (4,500) | $ 4,673 | $ 5,100 | |||
Manager Sub Manager | Annual Preference Return Less than or Equal to 8.75% or the Non-founder breakpoint | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of return incentive fees payable | 20% | |||||
Manager Sub Manager | Annual Preference Return Less Than 7.777% or Founder breakpoint | ||||||
Related Party Transaction [Line Items] | ||||||
Percentage of return incentive fees payable | 10% | |||||
Expense Support Provided Expense Support and Conditional Reimbursement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Reimbursement of expense support | $ 200 | $ 2,500 | ||||
Manager and Sub-Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Organization and offering costs incurred | $ 2,900 | |||||
Annual preference return relates to non-founder shares | 8.75% | |||||
Annual preference return relates to founder shares | 7.777% | |||||
Shares outstanding end of period (in shares) | 400 | 400 | 400 | 400 | 400 | |
Distributions paid | $ 100 | $ 200 | $ 300 | $ 500 | ||
Manager and Sub-Manager | Minimum | ||||||
Related Party Transaction [Line Items] | ||||||
Annual preference return | 7% | |||||
Manager and Sub-Manager | Organization and offering expenses | ||||||
Related Party Transaction [Line Items] | ||||||
Related party fees and expenses | 756 | 688 | $ 2,002 | 1,741 | ||
Manager and Sub-Manager | Base management fees | ||||||
Related Party Transaction [Line Items] | ||||||
Related party fees and expenses | 2,425 | 1,287 | 6,417 | 3,277 | ||
Manager and Sub-Manager | Return incentive fees | ||||||
Related Party Transaction [Line Items] | ||||||
Related party fees and expenses | 3,090 | 1,419 | 7,723 | 6,289 | ||
Manager and Sub-Manager | Expense Support Provided Expense Support and Conditional Reimbursement Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Related party fees and expenses | $ 0 | $ 4,495 | $ 0 | $ 0 | ||
Proceeds from Follow-On Public Offering | Manager and Sub-Manager | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum percentage of reimbursement from private placement | 1.50% | |||||
Class A | ||||||
Related Party Transaction [Line Items] | ||||||
Shares outstanding end of period (in shares) | 2,019 | 1,359 | 2,019 | 1,359 | 2,019 | |
Class A | Managing Dealer | ||||||
Related Party Transaction [Line Items] | ||||||
Commission of shares sold (as a percent) | 6% | 6% | 6% | |||
Class A | Proceeds from Follow-On Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Dealer manager fee | 2.50% | 2.50% | 2.50% | |||
Class T | ||||||
Related Party Transaction [Line Items] | ||||||
Shares outstanding end of period (in shares) | 2,115 | 1,294 | 2,115 | 1,294 | 2,115 | |
Class T | Managing Dealer | ||||||
Related Party Transaction [Line Items] | ||||||
Commission of shares sold (as a percent) | 3% | 3% | 3% | |||
Class T | Proceeds from Follow-On Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Dealer manager fee | 1.75% | 1.75% | 1.75% | |||
Annual distribution and fee (as percent) | 1% | 1% | 1% | |||
Class D | ||||||
Related Party Transaction [Line Items] | ||||||
Shares outstanding end of period (in shares) | 1,657 | 914 | 1,657 | 914 | 1,657 | |
Class D | Proceeds from Follow-On Public Offering | ||||||
Related Party Transaction [Line Items] | ||||||
Annual distribution and fee (as percent) | 0.50% | 0.50% | 0.50% |
Related Party Transactions - Hi
Related Party Transactions - High Water Marks (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class FA | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | $ 29.97 | |
Class FA | Forecast | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | $ 32.62 | |
Class A | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 28.76 | |
Class A | Forecast | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 30.78 | |
Class T | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 28.67 | |
Class T | Forecast | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 30.66 | |
Class D | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 28.24 | |
Class D | Forecast | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 30.35 | |
Class I | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 29.06 | |
Class I | Forecast | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | 31.18 | |
Class S | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | $ 30.08 | |
Class S | Forecast | ||
Related Party Transaction [Line Items] | ||
High water mark (in USD per share) | $ 32.84 |
Related Party Transactions, Exp
Related Party Transactions, Expense Support (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 56 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Amount of Expense Support Received | $ 0 | $ (4,495) | $ 0 | $ 0 | |
Expense Support Reimbursed | (1,479) | ||||
Expense Support Subject to Reimbursement | 3,194 | ||||
Net Investment Income | |||||
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Amount of Expense Support Received | (2,535) | $ (1,055) | |||
2019 | |||||
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Expense Support Reimbursed | (970) | ||||
Expense Support Subject to Reimbursement | 402 | ||||
2020 | |||||
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Expense Support Reimbursed | (509) | ||||
Expense Support Subject to Reimbursement | 2,792 | ||||
2018 | |||||
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Expense Support Reimbursed | (353) | ||||
Manager Sub Manager | |||||
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Amount of Expense Support Received | $ (4,500) | 4,673 | $ 5,100 | ||
Manager Sub Manager | 2019 | |||||
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Amount of Expense Support Received | 1,372 | ||||
Manager Sub Manager | 2020 | |||||
Schedule of Expense Support (Reimbursement) [Line Items] | |||||
Amount of Expense Support Received | $ 3,301 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Related Party Transactions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Managing Dealer | Commissions | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | $ 565 | $ 542 | $ 1,335 | $ 1,084 |
Managing Dealer | Dealer manager fees | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 288 | 296 | 689 | 580 |
Managing Dealer | Distribution and shareholder servicing fees | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 210 | 104 | 549 | 247 |
Manager and Sub-Manager | Organization and offering expenses | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 756 | 688 | 2,002 | 1,741 |
Manager and Sub-Manager | Base management fees | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 2,425 | 1,287 | 6,417 | 3,277 |
Manager and Sub-Manager | Return incentive fees | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 3,090 | 1,419 | 7,723 | 6,289 |
Manager and Sub-Manager | Expense Support Provided Expense Support and Conditional Reimbursement Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 0 | 4,495 | 0 | 0 |
Manager and Sub-Manager | Reimbursement of Expense Support | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 183 | 1,055 | 2,535 | 1,055 |
Manager | Reimbursement of Third Party Operating Expenses | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | 13 | 41 | 70 | 97 |
Sub-Manager | Reimbursement of Third Party Pursuit Costs | ||||
Related Party Transaction [Line Items] | ||||
Related party fees and expenses | $ 0 | $ 137 | $ 339 | $ 651 |
Related Party Transactions - Am
Related Party Transactions - Amounts Due from (to) Related Parties (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Due to related parties | $ 11,372 | $ 9,922 |
Total return incentive fee | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 7,723 | 7,283 |
Reimbursement of Expense Support | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 2,535 | 1,831 |
Base management fees | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 774 | 578 |
Organization and offering expenses | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 259 | 176 |
Distribution and shareholder servicing fees | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 72 | 53 |
Reimbursement of third-party operating expenses and pursuit costs | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 9 | $ 1 |
Distributions - Declared (Detai
Distributions - Declared (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Distributions Made to Members or Limited Partners [Abstract] | ||||||||
Distributions Declared | $ 5,627 | $ 5,259 | $ 4,928 | $ 4,037 | $ 3,618 | $ 3,290 | $ 15,814 | $ 10,945 |
Distributions Reinvested | 2,036 | 1,819 | 1,630 | 1,224 | 972 | 789 | 5,485 | 2,985 |
Cash Distributions Net of Distributions Reinvested | $ 3,591 | $ 3,440 | $ 3,298 | $ 2,813 | $ 2,646 | $ 2,501 | $ 10,329 | $ 7,960 |
Distributions - Distribution Pe
Distributions - Distribution Per Class (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class FA | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 |
Class A | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Declared distribution (usd per share) | 0.104167 | 0.104167 |
Class T | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Declared distribution (usd per share) | 0.083333 | 0.083333 |
Class D | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Declared distribution (usd per share) | 0.093750 | 0.093750 |
Class I | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Declared distribution (usd per share) | 0.104167 | 0.104167 |
Class S | ||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 |
Distributions - Declared on GAA
Distributions - Declared on GAAP Basis (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Amount | $ 5,627 | $ 4,037 | $ 15,814 | $ 10,945 |
% of Distributions Declared | 100% | 100% | ||
Amount of expense support received | $ 0 | $ (4,495) | $ 0 | $ 0 |
Net Investment Income | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Amount | $ 12,040 | $ 6,944 | ||
% of Distributions Declared | 76.10% | 63.40% | ||
Amount of expense support received | $ (2,535) | $ (1,055) | ||
Distributions in excess of net investment income | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Amount | $ 3,774 | $ 4,001 | ||
% of Distributions Declared | 23.90% | 36.60% |
Distributions - Additional Info
Distributions - Additional Information (Detail) - $ / shares | 1 Months Ended | 9 Months Ended | ||
Oct. 28, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class FA | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 | ||
Class A | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Class T | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.083333 | 0.083333 | ||
Class D | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.093750 | 0.093750 | ||
Class I | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Class S | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 | ||
Subsequent Event | Class FA | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 | ||
Subsequent Event | Class A | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Subsequent Event | Class T | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.083333 | 0.083333 | ||
Subsequent Event | Class D | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.093750 | 0.093750 | ||
Subsequent Event | Class I | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Subsequent Event | Class S | ||||
Distribution Made to Limited Liability Company (LLC) Member [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 |
Capital Transactions -Additiona
Capital Transactions -Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||||
Nov. 01, 2021 USD ($) | Mar. 07, 2018 USD ($) | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) classOfStock $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) | |
Investment Company, Capital Share Transactions [Line Items] | |||||||
Number of classes of stock | classOfStock | 4 | ||||||
Authorized amount per quarter (in percent) | 2.50% | ||||||
Authorized amount per year (in percent) | 10% | ||||||
Repurchase of common shares pursuant to share repurchase program | $ 2,127,000 | $ 694,000 | $ 18,179,000 | $ 2,782,000 | |||
Amount of share requested to be repurchased in excess of proceeds received from its distribution reinvestment plan | 13,300,000 | 600,000 | |||||
Payable for shares repurchased | $ 2,127,000 | $ 694,000 | 2,127,000 | $ 694,000 | $ 509,000 | ||
Stock converted (in shares) | shares | 0 | ||||||
Class A | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Repurchase of common shares pursuant to share repurchase program | $ 735,000 | $ 527,000 | |||||
Conversion of stock (in shares) | shares | 40,441 | 0 | |||||
Conversion rate (as a percent) | 100% | ||||||
Class T | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Repurchase of common shares pursuant to share repurchase program | $ 334,000 | $ 493,000 | |||||
Stock converted (in shares) | shares | (40,513) | ||||||
Class D | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Repurchase of common shares pursuant to share repurchase program | $ 507,000 | 147,000 | |||||
Class I | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Repurchase of common shares pursuant to share repurchase program | $ 6,746,000 | $ 1,050,000 | |||||
Public Offering | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Shares offered | $ 1,000,000,000 | ||||||
Number of classes of stock | classOfStock | 4 | ||||||
Sale of stock offering, minimum requirement | 5,000 | ||||||
Public Offering | Class A | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Share price (usd per share) | $ / shares | $ 34.60 | $ 34.60 | |||||
Public Offering | Class T | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Share price (usd per share) | $ / shares | 33.18 | 33.18 | |||||
Public Offering | Class D | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Share price (usd per share) | $ / shares | 31.27 | 31.27 | |||||
Public Offering | Class I | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Share price (usd per share) | $ / shares | $ 32.13 | $ 32.13 | |||||
Distribution Reinvestment Plan | |||||||
Investment Company, Capital Share Transactions [Line Items] | |||||||
Shares offered | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 |
Capital Transactions - Summary
Capital Transactions - Summary of Shares Issued and Proceeds Received in Connection with Offerings (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Investment Company, Capital Share Transactions [Line Items] | |||||
Proceeds to Company | $ 1,955 | $ 1,152 | $ 5,271 | $ 2,797 | |
Shares (in shares) | 4,341 | 3,830 | |||
Net proceeds to company | $ 136,747 | $ 116,476 | |||
Average Net Proceeds per Share (usd per share) | $ 31.49 | $ 30.41 | $ 31.49 | $ 30.41 | |
Receivable for shares sold | $ 17,042 | $ 16,700 | $ 17,042 | $ 16,700 | $ 0 |
Proceeds from Public Offerings | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares issued (in shares) | 4,173 | 3,737 | |||
Gross Proceeds | $ 133,500 | $ 115,342 | |||
Sales Load | (2,024) | (1,663) | |||
Net Proceeds to Company | $ 131,476 | $ 113,679 | |||
Distribution Reinvestment Plan | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Issuance of common shares through distribution reinvestment plan (in shares) | 168 | 93 | |||
Proceeds to Company | $ 5,271 | $ 2,797 | |||
Class A | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares (in shares) | 541 | 342 | |||
Net proceeds to company | $ 16,959 | $ 10,317 | |||
Average Net Proceeds per Share (usd per share) | $ 31.31 | $ 30.17 | $ 31.31 | $ 30.17 | |
Class A | Proceeds from Public Offerings | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares issued (in shares) | 503 | 310 | |||
Gross Proceeds | $ 16,978 | $ 10,087 | |||
Sales Load | (1,232) | (735) | |||
Net Proceeds to Company | $ 15,746 | $ 9,352 | |||
Class A | Distribution Reinvestment Plan | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Issuance of common shares through distribution reinvestment plan (in shares) | 38 | 32 | |||
Proceeds to Company | $ 1,213 | $ 965 | |||
Class T | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares (in shares) | 557 | 656 | |||
Net proceeds to company | $ 17,423 | $ 19,881 | |||
Average Net Proceeds per Share (usd per share) | 31.28 | 30.30 | $ 31.28 | $ 30.30 | |
Class T | Proceeds from Public Offerings | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares issued (in shares) | 531 | 644 | |||
Gross Proceeds | $ 17,394 | $ 20,442 | |||
Sales Load | (792) | (928) | |||
Net Proceeds to Company | $ 16,602 | $ 19,514 | |||
Class T | Distribution Reinvestment Plan | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Issuance of common shares through distribution reinvestment plan (in shares) | 26 | 12 | |||
Proceeds to Company | $ 821 | $ 367 | |||
Class D | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares (in shares) | 664 | 465 | |||
Net proceeds to company | $ 20,586 | $ 13,954 | |||
Average Net Proceeds per Share (usd per share) | 30.96 | 30.02 | $ 30.96 | $ 30.02 | |
Class D | Proceeds from Public Offerings | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares issued (in shares) | 646 | 456 | |||
Gross Proceeds | $ 20,010 | $ 13,691 | |||
Sales Load | 0 | 0 | |||
Net Proceeds to Company | $ 20,010 | $ 13,691 | |||
Class D | Distribution Reinvestment Plan | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Issuance of common shares through distribution reinvestment plan (in shares) | 18 | 9 | |||
Proceeds to Company | $ 576 | $ 263 | |||
Class I | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares (in shares) | 2,579 | 2,367 | |||
Net proceeds to company | $ 81,779 | $ 72,324 | |||
Average Net Proceeds per Share (usd per share) | $ 31.71 | $ 30.55 | $ 31.71 | $ 30.55 | |
Class I | Proceeds from Public Offerings | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Shares issued (in shares) | 2,493 | 2,327 | |||
Gross Proceeds | $ 79,118 | $ 71,122 | |||
Sales Load | 0 | 0 | |||
Net Proceeds to Company | $ 79,118 | $ 71,122 | |||
Class I | Distribution Reinvestment Plan | |||||
Investment Company, Capital Share Transactions [Line Items] | |||||
Issuance of common shares through distribution reinvestment plan (in shares) | 86 | 40 | |||
Proceeds to Company | $ 2,661 | $ 1,202 |
Capital Transactions Capital Tr
Capital Transactions Capital Transactions - Summary of Shares Repurchased (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 559 | 91 | ||
Total Consideration | $ 2,127 | $ 694 | $ 18,179 | $ 2,782 |
Average price paid per share (usd per share) | $ 32.53 | $ 30.59 | $ 32.53 | $ 30.59 |
Class FA | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 296 | 18 | ||
Total Consideration | $ 9,829 | $ 565 | ||
Average price paid per share (usd per share) | 33.24 | 32.05 | $ 33.24 | $ 32.05 |
Class A | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 23 | 18 | ||
Total Consideration | $ 735 | $ 527 | ||
Average price paid per share (usd per share) | 31.36 | 29.88 | $ 31.36 | $ 29.88 |
Class T | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 11 | 16 | ||
Total Consideration | $ 334 | $ 493 | ||
Average price paid per share (usd per share) | 31.27 | 29.86 | $ 31.27 | $ 29.86 |
Class D | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 16 | 5 | ||
Total Consideration | $ 507 | $ 147 | ||
Average price paid per share (usd per share) | 31 | 29.32 | $ 31 | $ 29.32 |
Class I | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 212 | 34 | ||
Total Consideration | $ 6,746 | $ 1,050 | ||
Average price paid per share (usd per share) | 31.84 | $ 30.75 | $ 31.84 | $ 30.75 |
Class S | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased (in shares) | 1 | |||
Total Consideration | $ 28 | |||
Average price paid per share (usd per share) | $ 33.74 | $ 33.74 |
Borrowings (Details)
Borrowings (Details) - Revolving Credit Facility | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
United Community Bank | |||
Line of Credit Facility [Line Items] | |||
Line of credit amount | $ 25,000,000 | ||
First Horizon Bank | Line of Credit | 2022 Loan Agreement | |||
Line of Credit Facility [Line Items] | |||
Line of credit amount | $ 50,000,000 | ||
Commitment fee | $ 250,000 | ||
Payments for line of credit commitment fee | $ 130,000 | ||
Fee required on each borrowing | 0.0005 | ||
Unused line fee | $ 25,000,000 | ||
Amount borrowed | $ 0 | ||
Maximum | First Horizon Bank | Line of Credit | 2022 Loan Agreement | |||
Line of Credit Facility [Line Items] | |||
Term (in days) | 180 days | ||
London Interbank Offered Rate (LIBOR) | First Horizon Bank | Line of Credit | 2022 Loan Agreement | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.75% |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Current tax expense | $ 128 | $ 985 | $ 244 | $ 1,125 |
Deferred tax (benefit) expense | (357) | 500 | 226 | 519 |
Total income tax expense | $ (229) | $ 1,485 | $ 470 | $ 1,644 |
Effective income tax rate (in percent) | 1.20% | 4.20% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Carryforwards for net operating loss | $ 803 | $ 533 |
Other | 30 | 18 |
Valuation Allowance | (40) | (22) |
Total deferred tax assets | 793 | 529 |
Deferred tax liabilities: | ||
Unrealized appreciation on investments | (2,896) | (2,406) |
Total deferred tax liabilities | (2,896) | (2,406) |
Deferred tax liabilities, net | $ (2,103) | $ (1,877) |
Concentrations of Risk (Details
Concentrations of Risk (Details) | Sep. 30, 2022 portfolioCompany |
Risks and Uncertainties [Abstract] | |
Number of portfolio companies which met at least one of the significant tests under Rule 8-03(b) of Regulation S-X | 1 |
Financial Highlights - Schedule
Financial Highlights - Schedule of Financial Highlights (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | ||||
OPERATING PERFORMANCE PER SHARE | |||||||||||
Reimbursement of expense support | $ 183 | $ 1,055 | $ 2,535 | $ 1,055 | |||||||
Net investment income (usd per share) | $ 0.25 | $ 0.16 | $ 0.69 | $ 0.58 | |||||||
Net assets, end of period | $ 642,668 | [1],[2] | $ 448,968 | $ 642,668 | [1],[2] | $ 448,968 | $ 583,444 | $ 500,309 | [3],[4] | $ 404,067 | $ 308,962 |
Distributions declared | $ 5,627 | $ 4,037 | $ 15,814 | $ 10,945 | |||||||
Class FA | |||||||||||
OPERATING PERFORMANCE PER SHARE | |||||||||||
Net Asset Value, Beginning of Period (usd per share) | $ 32.62 | $ 29.97 | |||||||||
Net investment income, before expense support (usd per shares) | 1.26 | 0.97 | |||||||||
Reimbursement of Expense Support (usd per share) | (0.33) | (0.17) | |||||||||
Net investment income (usd per share) | 0.93 | 0.80 | |||||||||
Net realized and unrealized gains (usd per share) | 1.54 | 2.61 | |||||||||
Net increase resulting from investment operations (usd per share) | 2.47 | 3.41 | |||||||||
Distributions to shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Decrease Resulting From Distributions to Shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Asset Value, End of Period (usd per shares) | $ 34.15 | $ 32.44 | $ 34.15 | $ 32.44 | |||||||
Net assets, end of period | $ 145,589 | $ 147,969 | $ 145,589 | $ 147,969 | 148,717 | ||||||
Average net assets | $ 146,998 | $ 144,325 | |||||||||
Shares outstanding end of period (in shares) | 4,263 | 4,561 | 4,263 | 4,561 | |||||||
Distributions declared | $ 4,143 | $ 4,289 | |||||||||
Total investment return based on net asset value before total return incentive fee (in percent) | 8.52% | 12.76% | |||||||||
Total investment return based on net asset value after total return incentive fee (in percent) | 7.52% | 11.33% | |||||||||
Ratios to average net assets: | |||||||||||
Total operating expenses before total return incentive fee (in percent) | 1% | 1.15% | |||||||||
Total operating expenses before reimbursement of Expense Support (in percent) | 1.83% | 2.35% | |||||||||
Total operating expenses after reimbursement of Expense Support (in percent) | 2.81% | 2.90% | |||||||||
Net investment income before total return incentive fee (in percent) | 3.63% | 3.74% | |||||||||
Net investment income (in percent) | 2.80% | 2.54% | |||||||||
Class A | |||||||||||
OPERATING PERFORMANCE PER SHARE | |||||||||||
Net Asset Value, Beginning of Period (usd per share) | $ 30.78 | $ 28.76 | |||||||||
Net investment income, before expense support (usd per shares) | 0.68 | 0.38 | |||||||||
Reimbursement of Expense Support (usd per share) | (0.16) | (0.03) | |||||||||
Net investment income (usd per share) | 0.52 | 0.35 | |||||||||
Net realized and unrealized gains (usd per share) | 1.56 | 2.63 | |||||||||
Net increase resulting from investment operations (usd per share) | 2.08 | 2.98 | |||||||||
Distributions to shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Decrease Resulting From Distributions to Shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Asset Value, End of Period (usd per shares) | $ 31.92 | $ 30.80 | $ 31.92 | $ 30.80 | |||||||
Net assets, end of period | $ 64,443 | $ 41,851 | $ 64,443 | $ 41,851 | 44,958 | ||||||
Average net assets | $ 52,817 | $ 35,346 | |||||||||
Shares outstanding end of period (in shares) | 2,019 | 1,359 | 2,019 | 1,359 | |||||||
Distributions declared | $ 1,580 | $ 1,095 | |||||||||
Total investment return based on net asset value before total return incentive fee (in percent) | 8.33% | 12.72% | |||||||||
Total investment return based on net asset value after total return incentive fee (in percent) | 6.85% | 10.48% | |||||||||
Ratios to average net assets: | |||||||||||
Total operating expenses before total return incentive fee (in percent) | 2.43% | 2.37% | |||||||||
Total operating expenses before reimbursement of Expense Support (in percent) | 4.13% | 4.78% | |||||||||
Total operating expenses after reimbursement of Expense Support (in percent) | 4.65% | 4.88% | |||||||||
Net investment income before total return incentive fee (in percent) | 3.35% | 3.56% | |||||||||
Net investment income (in percent) | 1.65% | 1.15% | |||||||||
Class T | |||||||||||
OPERATING PERFORMANCE PER SHARE | |||||||||||
Net Asset Value, Beginning of Period (usd per share) | $ 30.66 | $ 28.67 | |||||||||
Net investment income, before expense support (usd per shares) | 0.47 | 0.23 | |||||||||
Reimbursement of Expense Support (usd per share) | 0 | (0.16) | |||||||||
Net investment income (usd per share) | 0.47 | 0.07 | |||||||||
Net realized and unrealized gains (usd per share) | 1.55 | 2.66 | |||||||||
Net increase resulting from investment operations (usd per share) | 2.02 | 2.73 | |||||||||
Distributions to shareholders (usd per share) | (0.75) | (0.75) | |||||||||
Net Decrease Resulting From Distributions to Shareholders (usd per share) | (0.75) | (0.75) | |||||||||
Net Asset Value, End of Period (usd per shares) | $ 31.93 | $ 30.65 | $ 31.93 | $ 30.65 | |||||||
Net assets, end of period | $ 67,539 | $ 39,665 | $ 67,539 | $ 39,665 | 49,328 | ||||||
Average net assets | $ 56,318 | $ 25,327 | |||||||||
Shares outstanding end of period (in shares) | 2,115 | 1,294 | 2,115 | 1,294 | |||||||
Distributions declared | $ 1,349 | $ 628 | |||||||||
Total investment return based on net asset value before total return incentive fee (in percent) | 8.14% | 11.08% | |||||||||
Total investment return based on net asset value after total return incentive fee (in percent) | 6.67% | 9.61% | |||||||||
Ratios to average net assets: | |||||||||||
Total operating expenses before total return incentive fee (in percent) | 3.13% | 3.94% | |||||||||
Total operating expenses before reimbursement of Expense Support (in percent) | 4.79% | 6.04% | |||||||||
Total operating expenses after reimbursement of Expense Support (in percent) | 4.79% | 6.58% | |||||||||
Net investment income before total return incentive fee (in percent) | 3.16% | 2.34% | |||||||||
Net investment income (in percent) | 1.50% | 0.24% | |||||||||
Class D | |||||||||||
OPERATING PERFORMANCE PER SHARE | |||||||||||
Net Asset Value, Beginning of Period (usd per share) | $ 30.35 | $ 28.24 | |||||||||
Net investment income, before expense support (usd per shares) | 0.54 | 0.37 | |||||||||
Reimbursement of Expense Support (usd per share) | 0 | (0.16) | |||||||||
Net investment income (usd per share) | 0.54 | 0.21 | |||||||||
Net realized and unrealized gains (usd per share) | 1.54 | 2.66 | |||||||||
Net increase resulting from investment operations (usd per share) | 2.08 | 2.87 | |||||||||
Distributions to shareholders (usd per share) | (0.84) | (0.84) | |||||||||
Net Decrease Resulting From Distributions to Shareholders (usd per share) | (0.84) | (0.84) | |||||||||
Net Asset Value, End of Period (usd per shares) | $ 31.59 | $ 30.27 | $ 31.59 | $ 30.27 | |||||||
Net assets, end of period | $ 52,356 | $ 27,652 | $ 52,356 | $ 27,652 | 30,607 | ||||||
Average net assets | $ 38,532 | $ 17,260 | |||||||||
Shares outstanding end of period (in shares) | 1,657 | 914 | 1,657 | 914 | |||||||
Distributions declared | $ 1,048 | $ 487 | |||||||||
Total investment return based on net asset value before total return incentive fee (in percent) | 8.34% | 11.80% | |||||||||
Total investment return based on net asset value after total return incentive fee (in percent) | 6.96% | 10.29% | |||||||||
Ratios to average net assets: | |||||||||||
Total operating expenses before total return incentive fee (in percent) | 3.09% | 3.54% | |||||||||
Total operating expenses before reimbursement of Expense Support (in percent) | 4.85% | 5.74% | |||||||||
Total operating expenses after reimbursement of Expense Support (in percent) | 4.85% | 6.27% | |||||||||
Net investment income before total return incentive fee (in percent) | 3.50% | 2.90% | |||||||||
Net investment income (in percent) | 1.74% | 0.70% | |||||||||
Class I | |||||||||||
OPERATING PERFORMANCE PER SHARE | |||||||||||
Net Asset Value, Beginning of Period (usd per share) | $ 31.18 | $ 29.06 | |||||||||
Net investment income, before expense support (usd per shares) | 0.65 | 0.37 | |||||||||
Reimbursement of Expense Support (usd per share) | (0.12) | 0 | |||||||||
Net investment income (usd per share) | 0.53 | 0.37 | |||||||||
Net realized and unrealized gains (usd per share) | 1.58 | 2.69 | |||||||||
Net increase resulting from investment operations (usd per share) | 2.11 | 3.06 | |||||||||
Distributions to shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Decrease Resulting From Distributions to Shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Asset Value, End of Period (usd per shares) | $ 32.35 | $ 31.18 | $ 32.35 | $ 31.18 | |||||||
Net assets, end of period | $ 251,558 | $ 134,054 | $ 251,558 | $ 134,054 | 168,704 | ||||||
Average net assets | $ 204,736 | $ 91,833 | |||||||||
Shares outstanding end of period (in shares) | 7,777 | 4,299 | 7,777 | 4,299 | |||||||
Distributions declared | $ 6,039 | $ 2,786 | |||||||||
Total investment return based on net asset value before total return incentive fee (in percent) | 8.32% | 12.38% | |||||||||
Total investment return based on net asset value after total return incentive fee (in percent) | 6.86% | 10.65% | |||||||||
Ratios to average net assets: | |||||||||||
Total operating expenses before total return incentive fee (in percent) | 2.51% | 3.12% | |||||||||
Total operating expenses before reimbursement of Expense Support (in percent) | 4.20% | 5.47% | |||||||||
Total operating expenses after reimbursement of Expense Support (in percent) | 4.60% | 5.41% | |||||||||
Net investment income before total return incentive fee (in percent) | 3.35% | 3.51% | |||||||||
Net investment income (in percent) | 1.67% | 1.22% | |||||||||
Class S | |||||||||||
OPERATING PERFORMANCE PER SHARE | |||||||||||
Net Asset Value, Beginning of Period (usd per share) | $ 32.84 | $ 30.08 | |||||||||
Net investment income, before expense support (usd per shares) | 1.20 | 0.89 | |||||||||
Reimbursement of Expense Support (usd per share) | 0 | 0 | |||||||||
Net investment income (usd per share) | 1.20 | 0.89 | |||||||||
Net realized and unrealized gains (usd per share) | 1.56 | 2.61 | |||||||||
Net increase resulting from investment operations (usd per share) | 2.76 | 3.50 | |||||||||
Distributions to shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Decrease Resulting From Distributions to Shareholders (usd per share) | (0.94) | (0.94) | |||||||||
Net Asset Value, End of Period (usd per shares) | $ 34.66 | $ 32.64 | $ 34.66 | $ 32.64 | |||||||
Net assets, end of period | $ 61,183 | $ 57,778 | $ 61,183 | $ 57,778 | $ 57,995 | ||||||
Average net assets | $ 59,389 | $ 56,108 | |||||||||
Shares outstanding end of period (in shares) | 1,765 | 1,770 | 1,765 | 1,770 | |||||||
Distributions declared | $ 1,655 | $ 1,660 | |||||||||
Total investment return based on net asset value before total return incentive fee (in percent) | 9.48% | 13.10% | |||||||||
Total investment return based on net asset value after total return incentive fee (in percent) | 8.52% | 11.77% | |||||||||
Ratios to average net assets: | |||||||||||
Total operating expenses before total return incentive fee (in percent) | 1.13% | 1.37% | |||||||||
Total operating expenses before reimbursement of Expense Support (in percent) | 2.04% | 2.60% | |||||||||
Total operating expenses after reimbursement of Expense Support (in percent) | 2.04% | 2.60% | |||||||||
Net investment income before total return incentive fee (in percent) | 4.49% | 4.04% | |||||||||
Net investment income (in percent) | 3.58% | 2.81% | |||||||||
[1]Percentages represent fair value as a percentage of net assets for each investment category.[2]Security may be an obligation of one or more entities affiliated with the named company.[3]Percentages represent fair value as a percentage of net assets for each investment category.[4]Security may be an obligation of one or more entities affiliated with the named company. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - $ / shares | 1 Months Ended | 9 Months Ended | ||
Oct. 28, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class FA | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 | ||
Class A | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Class T | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.083333 | 0.083333 | ||
Class D | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.093750 | 0.093750 | ||
Class I | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Class S | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 | ||
Subsequent Event | Class FA | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 | ||
Subsequent Event | Class A | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Subsequent Event | Class T | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.083333 | 0.083333 | ||
Subsequent Event | Class D | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.093750 | 0.093750 | ||
Subsequent Event | Class I | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | 0.104167 | 0.104167 | ||
Subsequent Event | Class S | ||||
Subsequent Event [Line Items] | ||||
Declared distribution (usd per share) | $ 0.104167 | $ 0.104167 |
Subsequent Events - Summary of
Subsequent Events - Summary of New Public Offering Prices and Applicable Upfront Selling Commissions and Dealer Manager Fees (Detail) - $ / shares | Oct. 27, 2022 | Nov. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | $ 31.49 | $ 30.41 | ||
Class A | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | 31.31 | 30.17 | ||
Class T | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | 31.28 | 30.30 | ||
Class D | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | 30.96 | 30.02 | ||
Class I | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | $ 31.71 | $ 30.55 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | $ 32.08 | |||
Subsequent Event | Class A | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | $ 34.89 | 31.90 | ||
Selling Commissions, Per Share (usd per share) | 2.09 | |||
Dealer Manager Fees, Per Share (usd per share) | 0.88 | |||
Subsequent Event | Class T | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | 33.52 | 31.92 | ||
Selling Commissions, Per Share (usd per share) | 1.01 | |||
Dealer Manager Fees, Per Share (usd per share) | 0.58 | |||
Subsequent Event | Class D | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | 31.59 | 31.58 | ||
Selling Commissions, Per Share (usd per share) | 0 | |||
Dealer Manager Fees, Per Share (usd per share) | 0 | |||
Subsequent Event | Class I | ||||
Subsequent Event [Line Items] | ||||
Public Offering Price, Per Share (usd per share) | 32.35 | $ 32.34 | ||
Selling Commissions, Per Share (usd per share) | 0 | |||
Dealer Manager Fees, Per Share (usd per share) | $ 0 |
Subsequent Events - Gross Proce
Subsequent Events - Gross Proceeds (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Nov. 10, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 27, 2022 | |
Subsequent Event [Line Items] | ||||
Shares (in shares) | 4,341,000 | 3,830,000 | ||
Net proceeds to company | $ 136,747 | $ 116,476 | ||
Average Net Proceeds Per Share (usd per share) | $ 31.49 | $ 30.41 | ||
Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 4,173,000 | 3,737,000 | ||
Gross Proceeds | $ 133,500 | $ 115,342 | ||
Sales Load | (2,024) | (1,663) | ||
Net Proceeds to Company | $ 131,476 | $ 113,679 | ||
Class A | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 541,000 | 342,000 | ||
Net proceeds to company | $ 16,959 | $ 10,317 | ||
Average Net Proceeds Per Share (usd per share) | $ 31.31 | $ 30.17 | ||
Class A | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 503,000 | 310,000 | ||
Gross Proceeds | $ 16,978 | $ 10,087 | ||
Sales Load | (1,232) | (735) | ||
Net Proceeds to Company | $ 15,746 | $ 9,352 | ||
Class T | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 557,000 | 656,000 | ||
Net proceeds to company | $ 17,423 | $ 19,881 | ||
Average Net Proceeds Per Share (usd per share) | $ 31.28 | $ 30.30 | ||
Class T | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 531,000 | 644,000 | ||
Gross Proceeds | $ 17,394 | $ 20,442 | ||
Sales Load | (792) | (928) | ||
Net Proceeds to Company | $ 16,602 | $ 19,514 | ||
Class D | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 664,000 | 465,000 | ||
Net proceeds to company | $ 20,586 | $ 13,954 | ||
Average Net Proceeds Per Share (usd per share) | $ 30.96 | $ 30.02 | ||
Class D | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 646,000 | 456,000 | ||
Gross Proceeds | $ 20,010 | $ 13,691 | ||
Sales Load | 0 | 0 | ||
Net Proceeds to Company | $ 20,010 | $ 13,691 | ||
Class I | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 2,579,000 | 2,367,000 | ||
Net proceeds to company | $ 81,779 | $ 72,324 | ||
Average Net Proceeds Per Share (usd per share) | $ 31.71 | $ 30.55 | ||
Class I | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 2,493,000 | 2,327,000 | ||
Gross Proceeds | $ 79,118 | $ 71,122 | ||
Sales Load | 0 | 0 | ||
Net Proceeds to Company | $ 79,118 | $ 71,122 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 515,000 | |||
Net proceeds to company | $ 16,497 | |||
Average Net Proceeds Per Share (usd per share) | $ 32.08 | |||
Subsequent Event | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 470,000 | |||
Gross Proceeds | $ 15,361 | |||
Sales Load | (279) | |||
Net Proceeds to Company | $ 15,082 | |||
Subsequent Event | Distribution Reinvestment Plan | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 45,000 | |||
Gross Proceeds | $ 1,415 | |||
Subsequent Event | Class A | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 51,000 | |||
Net proceeds to company | $ 1,612 | |||
Average Net Proceeds Per Share (usd per share) | $ 31.90 | $ 34.89 | ||
Subsequent Event | Class A | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 42,000 | |||
Gross Proceeds | $ 1,445 | |||
Sales Load | (101) | |||
Net Proceeds to Company | $ 1,344 | |||
Subsequent Event | Class A | Distribution Reinvestment Plan | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 9,000 | |||
Gross Proceeds | $ 268 | |||
Subsequent Event | Class T | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 118,000 | |||
Net proceeds to company | $ 3,780 | |||
Average Net Proceeds Per Share (usd per share) | $ 31.92 | 33.52 | ||
Subsequent Event | Class T | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 112,000 | |||
Gross Proceeds | $ 3,739 | |||
Sales Load | (178) | |||
Net Proceeds to Company | $ 3,561 | |||
Subsequent Event | Class T | Distribution Reinvestment Plan | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 6,000 | |||
Gross Proceeds | $ 219 | |||
Subsequent Event | Class D | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 80,000 | |||
Net proceeds to company | $ 2,513 | |||
Average Net Proceeds Per Share (usd per share) | $ 31.58 | 31.59 | ||
Subsequent Event | Class D | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 74,000 | |||
Gross Proceeds | $ 2,339 | |||
Sales Load | 0 | |||
Net Proceeds to Company | $ 2,339 | |||
Subsequent Event | Class D | Distribution Reinvestment Plan | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 6,000 | |||
Gross Proceeds | $ 174 | |||
Subsequent Event | Class I | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 266,000 | |||
Net proceeds to company | $ 8,592 | |||
Average Net Proceeds Per Share (usd per share) | $ 32.34 | $ 32.35 | ||
Subsequent Event | Class I | Proceeds from Public Offerings | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 242,000 | |||
Gross Proceeds | $ 7,838 | |||
Sales Load | 0 | |||
Net Proceeds to Company | $ 7,838 | |||
Subsequent Event | Class I | Distribution Reinvestment Plan | ||||
Subsequent Event [Line Items] | ||||
Shares (in shares) | 24,000 | |||
Gross Proceeds | $ 754 |