TriplePoint Venture Growth BDC (NYSE:TPVG) Q2 2021 Earnings Call

0:00 Good afternoon, ladies and gentlemen. Welcome to the Triple Point Venture Growth BDC Second Quarter 2021 Earnings Conference Call. At this time, all lines have been placed in a listen-only mode. After the speaker's remarks, there will be an opportunity to ask questions, and instructions will follow at that time. This conference is being recorded, and a replay of the call will be available in an audio webcast on the Triple Point Venture Growth BDC website. Company management is pleased to share with you the company's results for the second quarter of 2021. Today, representing the company is Jim Labe, Chief Executive Officer and Chairman of the Board, Sajal Srivastava, President and Chief Investment Officer, and Chris Matthew, Chief Financial Officer.

0:47 Before I turn the call over to Mr. Labe, I'd like to direct your attention to the customary safe harbor disclosure in the company's press release regarding forward-looking statements and remind you that during this call, management will make certain statements that relate to the future events or the company's future performance or financial condition, which are considered forward looking statements under federal securities law. You are asked to refer to the company's most recent filings with the Securities and Exchange Commission for important factors that could cause actual results to differ materially from these statements. The company does not undertake any obligation to update any forward looking statements or projections unless required by law. Investors are cautioned not to place undue reliance on any forward-looking statements made during the call, which reflect management's opinions only as of today.

1:34 To obtain copies of our latest SEC filings, please visit the company's website at www.tpvg.com. Now, I'd like to turn the conference over to Mr. LeBay.

1:49 Thank you, operator. Good afternoon, and thank you all for joining the TPVG second quarter earnings call. We made strong progress during this past quarter, from exceeding our funding target to maintaining high credit quality, and to increasing our portfolio yield, return on average equity, and net asset value, or NAV. The most notable progress is the continued rise we are seeing in signed term sheets. which was one of the highest quarterly totals in TPVG's history. Additionally, our pipeline increased 50% over last quarter and it has more than doubled since a year ago. We have substantial liquidity to meet this increased demand and we're on course to achieve the growth targets we outlined for the second half of the year and drive consistent long-term growth of investment income and net asset value.

2:48 The venture capital operating environment is remarkably strong right now. In the first half of 2021, the totals for venture capital investments, exits, and fundraising neared or exceeded the totals for all of 2020. Deals of larger sizes continued to get announced. And we're witnessing more investments specifically in late-stage companies, which is a market where TPVG operates. A total of $109 billion has been committed in the first half of the year to this stage, already matching the total for all of 2020. A total of 123 U.S. venture capital-backed companies IPO'd in the first half.

3:34 33 of them were SPACs. The market factors are in our favor, and as you will hear, our warrant and equity portfolio stands to continue to benefit. along with our expectation of increased portfolio company exit events. As we focus on capitalizing on this robust environment, it's critically important to maintain a disciplined approach to portfolio growth, and we don't ever want to compromise on credit quality. For that reason, we focus on high-quality companies that will enable us to generate strong returns from our debt investments as well as from our equity and warrant positions. In the second quarter, we took important steps to meet this critical objective.

4:23 While we under-earned our distribution for the quarter, the trends in our portfolio remain strong in terms of signed term sheets, increased fundings, and high credit quality. We expect to continue to generate NII in excess of our distribution over the long term as we have cumulatively done so since our IPO. We're particularly excited about TPVG's promising and deep portfolio, all created by our model of working with a select group of leading venture capital investors and having a targeted focus on venture growth stage companies. This has provided a solid foundation for us to execute against our plan. Our portfolio companies enable major changes in how people live, work, and use technology.

5:14 Large-scale technology-driven transformations I think everyone sees are well underway in software, health and wellness, or as I think of it, health tech, robotics, e-commerce, fintech, and other sectors. The particular set of circumstances produced by COVID have accelerated significant market disruptions through technology and digital transformation. We've witnessed wholesale changes in enterprise and consumer behavior. These all promise to speed market acceptance of new products and services going forward. All good news for our portfolio companies. We believe the tailwinds associated with these changes will persist well past the continued rollout of vaccines.

6:05 It will continue to drive outsized growth across many of our portfolio companies. TPVG will continue to benefit from investments in many of these tailwind sectors, such as health tech. Curology, Nurex, Medli, and Hydro are some of the companies in this sector where consumer demand combined with regulatory actions are driving massive disruptions in telemedicine, on-demand pharmaceutical delivery, and connected fitness. Last quarter alone, for example, Hims completed its $1.6 billion stack. Capsule raised $300 million, and Temple closed the $220 million equity round.

6:53 Bray Orange, Enjoy, and Transfix are all examples of our companies benefiting from the supercharged robotics and automation sector. COVID exposed the fragility of the world supply chain. There's great need for continued investment in robotics and logistics to support the ever-growing shift to online procurement. In this sector, Enjoy announced a $1.2 billion SPAC merger last quarter, and Gray Orange and Transfix have each raised over $125 million. SavageX, Grove, Minted, and Rent the Runway are examples of many of our e-commerce companies which have been boosted by the pandemic-driven change on the retail landscape.

7:44 It impacted consumer purchasing behavior forever. Brands are now able to build relationships with their customers directly through digital marketing. E-commerce companies Imperfect Foods and SavageX both announced closing equity rounds greater than $100 million this year. Upgrade, Digit, and Active Hours are just a few of our companies that are fintech recipients of the huge disruption underway in the core monetary infrastructure of the economy and the capital markets. The pandemic accelerated changes in legacy banking systems and payment platforms.

8:29 New lending platforms are underwriting risk and taking advantage of big data to address segments of the population that are currently underserved. Revolut, as an example, recently announced the closing of an $800 million equity round at a $33 billion valuation. The positive trends and our excitement in these technology sectors, if you can't tell, continues. We foresee substantial equity fundraising activity in the venture capital industry as a whole and within our portfolio in particular. It's a testament to our portfolio's quality. We believe future venture lending opportunities are large and plentiful given today's environment.

9:15 This robust industry-wide equity financing activity continues to create demand for debt to complement or top off an equity raise in some cases. For many companies planning to raise equity, in today's environment, debt enables them to accelerate growth in order to achieve higher valuations when they raise. In fact, we're now seeing demand is back again from those companies that raised large equity rounds last year, some of whom actually paid off their lines with us when they closed their round, and now they're seeking debt again. The volatility in the pipe market of recent years for SPACs is also created in a number of situations where companies are now expecting the process to take longer, and they're raising more equity and debt with us to continue to remain private.

10:09 Today's market is ripe for TriplePoint's venture lending strategy, and our portfolio is poised to continue to reap these rewards. As we've highlighted in the past, a fundamental strength is our differentiated platform. Triple Point Capital will continue to benefit from the sustainable tailwinds of the innovation economy. This is led by our deep relationships with founders and entrepreneurs, as well as leading venture capital firms. We'll continue to stick to our disciplined approach to the investment process based on identifying promising deal flow and standing at the ready with our deep liquidity to deliver attractive returns from our portfolio of debt Warrant, and Equity Investment.

10:57 I'll now turn the call over to Sajal.

11:00 Thank you, Jim, and good afternoon. As Jim mentioned, the venture capital markets and the demand for venture lending continue to be particularly robust, and we are making disciplined progress as we execute on our playbook for 2021. With regards to investment activity, During the second quarter, TriplePoint Capital signed 250.8 million of term sheets with venture growth stage companies, our fourth highest quarterly level for venture growth stage signed term sheets since TPVG's IPO seven years ago, and we closed 102.5 million of debt commitments to six companies at TPVG. Signed term sheets and closed commitments were both up from last quarter. We continue to invest in high-quality companies in attractive and growing sectors.

11:47 Sajal Srivastava, James Labe, Steven Mitchell Levinson, Mike Wilhelms One is an online marketplace, and the last one is in the business of acquiring and rolling up profitable small businesses that sell on Amazon and other marketplaces. During the second quarter, we also received warrants valued at $2.2 million in seven portfolio companies in conjunction with our debt commitments, as compared to receiving warrants valued at $1.6 million in 13 companies last quarter.

12:42 This increase demonstrates that we are capturing more equity upside potential from our portfolio companies while still raising the bar on yield. We also made three direct equity investments valued at $200,000 during the quarter, of which one has more than doubled during the same quarter, again, reflecting the access we have to high-quality investment opportunities and the robust equity environment. This brings our total to $2.5 million of direct equity investments to six companies year-to-date. During the second quarter, we funded $76 million in debt investments to seven companies, which exceeded the high end of the $50 to $75 million range we guided for quarterly gross fundings for Q2. Approximately 95% of our fundings came from new debt commitments that we closed in Q2, so a real healthy statistic and demonstration of our efforts to drive utilization of our commitments more effectively.

13:41 So far, we have funded over 18 million of new loans here in the third quarter. Consistent with prior guidance, we expect gross fundings for Q3 and Q4 to come in between 100 and 150 million per quarter, which is supported by our pipeline, our backlog of signed term sheets, higher utilization rates of new commitments at close, sizable unfunded commitments, as well as the pattern of our portfolio companies Drawing on existing unfunded commitments towards the second half of the year. We also continue to build a high yielding portfolio with the debt investments we funded during the quarter, carrying a weighted average annualized portfolio yield of 13.2% at origination, which is up from 12.6% last quarter for new investments.

14:28 During the quarter, we had loan prepayments of 46 million, and as a result, we achieved an overall weighted average annualized portfolio yield on total debt investments of 13.9% for the quarter. Excluding prepayments, core portfolio yield was 12%, slightly up from 11.9% last quarter. Here in the third quarter, we've had 18 million of loan prepayments, generating $400,000 of accelerated income. We continue to see substantial equity fundraising activity in the venture capital industry and within our portfolio in particular, which is, again, a testament to our portfolio's quality. During the quarter, five portfolio companies raised over $600 million of capital in total, in addition to 10 portfolio companies raising over $700 million of capital in total in Q1.

15:19 Moving on to credit quality, the credit outlook for our portfolio remains strong, with 90% of our debt investments in our top two categories. Consistent with Q1, no obligors were added to categories 3, 4, and 5. and no obligors were placed on non-accrual during the second quarter. In fact, the weighted average investment ranking of our debt investment portfolio improved to 2.06 compared to 2.11 as of the end of Q1. During the quarter, one company was upgraded from category three to category two as a result of completing a financing, leaving only one company in category three, which is Prodigy Finance, an international graduate student lending company.

16:05 During Q2, Prodigy paid down $5 million on outstanding loans to us, and we're pleased to report that here in Q3, Prodigy completed its first securitization, issuing $228 million of investment-grade asset-backed securities, and our remaining loans will now switch from pick interest to cash pay interest. Based on these and other developments at Prodigy, we expect to upgrade them to Category 2 here in Q3. Our one Category 4 portfolio company, Roli, continues to be our only loan on non-accrual, and our mark was flat with last quarter prior to currency fluctuations. During the quarter, Talkspace completed their SPAC merger, and as of the end of the quarter, we have a total unrealized gain of $600,000 based on our warranted equity positions in the company, even though the company never drew on their debt line and their unfunded commitment expired unused. This brings TPVG's total to three successfully completed SPAC mergers. We also have five portfolio companies with announced SPAC mergers in process. Bird Rides, Enjoy, Inspirato, and Sonder all announced their SPACs in Q2, and Live Learning Technologies announced its SPAC during the first quarter. Our cost basis in equity and warrants in these five companies totals $1.7 million, with a fair value of $3 million as of Q2.

17:27 Generally, we do not mark up our investments in these types of situations until merger exchange ratios are announced, and then we further discount the fair values given the uncertainty associated with their completion. As you can see, there hasn't been a slowdown in exit activity within our portfolio. In fact, we continue to have more than a dozen TPVG portfolio companies actively exploring IPOs, SPAC mergers, or M&A, which if consummated, could unlock substantial additional value for our shareholders from our equity and warrant portfolio. In addition, the private equity raising activity for our portfolio companies continues to result in significant enterprise value accretion, particularly in the fintech and software sectors. One portfolio company that I would like to highlight is Revolut, a company that the TriplePoint platform has supported since their Series A equity round in 2016.

18:23 and TPVG has been involved with since their Series C equity round as both a lender and an investor in the company. The Revolut team has built a global leader in the FinTech space and announced in Q3 an equity raise at a 33 billion valuation. Although we have not completed our fair value process for Q3, we estimate TPVG's equity and warrant investments to be valued between 10 and 20 million up from $1.8 million as of Q2, or an increase between $0.25 and $0.60 per share to net asset value. While still unrealized gains, this is another great development in the TPVG portfolio, but more importantly, not the only one that we believe would deliver meaningful gains, as we have many portfolio companies that are heads down and doing great things.

19:15 Clearly, we are excited by the outlook for both unrealized and realized gains on the equity and warrant portfolio, which position us to provide shareholders with capital gains and to grow net asset value. But we're also pleased with the solid credit outlook and the strong yield profile for the portfolio. And as Jim mentioned, we will not compromise our highly selective investment strategy and our thoughtful portfolio construction for growth's sake. We have a track record of covering our distribution since inception and have plenty of spillover income to cover the recent shortfall compared to NII. Our large pipeline, strong levels of signed term sheets, increasing commitment growth, higher utilization rates, and meaningful levels of unfunded commitments are great indicators for near-term portfolio growth, which we believe will enable us to cover the distribution on a quarterly basis this year. but we're not going to force portfolio growth unnaturally.

20:14 Jim and I are now starting our 23rd year of working together and our track record is unmatched. We've been through several market cycles together and have consistently delivered exceptional performance throughout by being thoughtful and focused and we're quite excited for what's in store for TPVG. With that, I'll now turn the call over to Chris.

20:34 Thank you Sajal and hello everybody. Let me take you through our financial results for the second quarter of 2021. Total investment income for the quarter was $20.3 million with a portfolio yield of 13.9% on total debt investments for the second quarter as compared to $23.8 million and 13.7% for the prior year period. Total investment income reflects a lower debt balance because of significant loan prepayment activity since the start of the pandemic. We're pleased that the portfolio yields continue to be strong and stable Operating expenses were $10.9 million, an 11% reduction as compared to $12.3 million for the prior year period. We recorded lower operating expenses across all major categories, including $4.1 million of interest expense and amortization of fees, $3.1 million of base management fees, $2.4 million of incentive fees, $500,000 of administrative expenses, and $800,000 of general and administrative expenses. Net investment income was $9.4 million, or 30 cents per share, for the second quarter, compared to $8.9 million, or 29 cents per share, for the first quarter.

21:52 Net unrealized gains on investments for the second quarter were $3.2 million, or 10 cents per share, resulting primarily from favorable fair value adjustments on debt investments of $1.9 million, on warrant and equity investments of $800,000, and favorable changes in foreign exchange rates of $500,000. During the second quarter, the company recorded a one-time $681,000 or two cents per share net realized loss on extinguishment of debt. This was the result of the full redemption on April 5th of our baby bonds. With this redemption complete, we expect a positive effect to earnings as we continue to lower our cost of capital going forward. Net asset value increased quarter over quarter and year to date.

22:40 Net increase in net assets resulting from operations was $12 million, or 39 cents per share, despite the one-time loss on extinguishment of debt and not covering the regular quarterly distribution. As of quarter end, total net assets were $403.1 million, or $13.3 per share, compared to $401 million, or $13 per share, as of March 31st, and $400.4 million, or $12.97 per share as of year end. I'm pleased to announce that our Board of Directors has declared a regular quarterly distribution of $0.36 per share from ordinary income on July 28th to stockholders of record as of August 31st to be paid on September 15th.

23:28 We continue to retain significant spillover income which totaled $12.4 million or $0.40 per share at the end of the quarter to support additional distributions in the future. As we continue to experience portfolio growth over time and further record loan prepayment income, we expect to see net investment income grow to a sustained level to cover our current regular quarterly distribution levels. Now let's move to our commitments. We are pleased to note that we have had high utilization rates of our new commitments during the quarter. We ended the quarter with $164 million of unfunded commitments to 22 portfolio companies. 70 million of this total will expire during 2021 and 85 million will expire during 2022, if not drawn prior to expiration.

24:20 57% of these unfunded commitments have contractual floating interest rates. All of these unfunded commitments have a prime rate floor of three and a quarter or higher. This compares to the existing loan portfolio outstanding at quarter end, which had 50% contractual floating interest rates. Now just a quick update on our credit facility, term debt, and funding capacity. At the end of the quarter, there were no outstanding balances under our $350 million revolving credit facility. As of quarter end, term notes outstanding totaled $270 million, and we ended the quarter with a .67 times leverage ratio, or an asset coverage ratio of 249%. In April, given the strength and diversity of our portfolio, and the reasonable level of leverage we maintain, DBRS confirmed the company's investment grade, BBB long-term issuer rating and upgraded TPVG's trend outlook to stable.

25:18 As of quarter end, the company's total liquidity was $383 million compared to $252 million as of December 31st. We believe that we have sufficient available capital today to execute on the funding estimates that have been provided during our call. We continue to have a substantial investment funding capacity, resulting from successful debt raises over the last 12 months and ongoing healthy cash flows from the current portfolio. We continue to see the ongoing contractual repayments of principal and loan prepayments as a natural and important part of our high-quality and diversified venture lending portfolio. We expect to draw capital under our revolving credit facility when needed to grow the portfolio with accretive debt financing, which will benefit our shareholders.

26:09 So this completes our prepared remarks, and we'd be happy to take your questions. And so, operator, could you please open the line at this time? We will now begin the question and answer session. To ask a question, you may press star, then 1 on your touchtone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star, then two. Our first question today comes from Finian O'Shea with Wells Fargo.

26:39 Hi, everyone. Good afternoon. First question, Sajal, just to ask, I guess, about the, you know, growing venture landscape on both the debt and equity side. I know we talk about New Debt Entrance often on this call, but seeing more financial investment firms across the board going into venture equity, can you talk about how generally these pockets are in terms of their demand for venture debt?

27:24 in their strategies? Is it generally more or less?

27:31 Jim, actually, do you want to talk about the competitive landscape?

27:35 Yeah, Finn, from a competitive standpoint, at least in terms of the market we're serving, and recall, we're only working with a group of the better select venture capital investors. There's really been no change. There are It continues to be the aggressive equity environment, and there's some balance to that now, which is the only competition we worry about. There's certainly folks here and there that try to dabble in venture lending or new entrants, and why not? Because look at the attractive yields that we generate in this business. But at the end of the day, the barriers are about reputation, references, relationships, It's not about just having capital and a business card. And it continues to be about not only the venture ecosystem of a community of networking and deal flow and entrepreneurs that we've worked with, but it's also about the specialized due diligence in this whole segment that it requires.

28:42 So at least from our standpoint, there really hasn't been any kind of change in the venture lending sector. Thank you very much.

29:17 feels like it's maybe not what it used to be, something we've been thinking here in recent quarters, perhaps a trend. But is that something you observe, and how would you comment on that?

29:30 Yeah, Finn, this is Sajal here. What I would say is one of the benefits of working with quality sponsors and great companies is they support their companies. And so particularly last year during the uncertainty of COVID-19, What we saw was our VC investors deployed more capital into their portfolio companies. And so we saw a significant amount of equity raising within the portfolio. And as a result, we saw particularly robust prepay activity last year. I think now we've seen the mindset or there's more balance in the system, I would say, right? Last year, it was more reactive in terms of the equity raise. Now we're seeing folks are kind of now back to good old growth. and so the capital raises are balanced with regards to equity raising and debt raising and so I would say we're seeing because of that I think we're seeing kind of stabilization is what I can say or more return to normal when it comes to prepay levels and prepay activity and then I think as Jim mentioned in his remarks what's even more interesting is we're seeing those companies that were so well funded with fresh equity last year Now coming back to the debt markets because they realize that debt's a critical part of the cap structure and they're looking to top off those raises. So I'd say definitely we're seeing more balance and more thoughtful use of both equity and debt for companies that are raising equity now.

31:01 Sure, it makes sense. And I'll go for a third one if possible. So we've seen a, you know, this is something that happens a little bit over time, but feels like another increasing trend of your portfolio companies showing up in other BDCs, not only venture ones, but more typical ones. Would you describe that as, you know, Thank you for joining us.

31:54 Sajal Srivastava, James Labe, Steven Mitchell Levinson, Mike Wilhelms So I would say, you know, our thoughts are, you know, we don't lose credits that we want to stay in, assuming the risk return profile and balance is there. And so, you know, we hope all of our companies, you know, recognize that it's not about the cheapest or the largest. It's about the balance and pedigree. And as Jim talked about, not everyone necessarily sees that.

32:42 So again, you know, we've been doing this 23 years. We know you can't win them all. And, Someone may come in with a dirt cheap term sheet or a ridiculous size transaction and we're just not going to play in that market. And so we just, again, stick to our knitting and so more power to others if they want to get more aggressive with regards to price or size where we don't want to.

33:09 Very well. Thank you, Sajal. Our next question comes from Crispin Love with Piper Sandler.

33:20 Thanks. Thanks. Good afternoon. So following up on the previous prepaid question, just looking at the third quarter, I see the 18 million of prepayments through August 4th. Can you just talk a little bit about how July has compared to the first and second quarter? and then with the third quarter, would you estimate that third quarter prepayment should be similar to QQ levels?

33:49 Chris, I'll start and then maybe if you can do some of the quarter over quarter comparison. So, Kristen, welcome. You know, I would say our prepay activity is primarily related here in Q3 to equity fundraising activity. So I'd say there's no pattern of wealth in July or first of the month or second of the month or third of the month, I think, for these companies in particular this quarter. It was a function of when equity rounds closed and large equity rounds. And so the timing of paying us off was related to that. And I'd say in general, as I mentioned earlier in the prior questions, that we're definitely seeing more balance with regards to the The prepay levels and not all portfolio companies that raise equity are necessarily prepaying all or some of their debt. So I'd say definitely more balanced.

34:43 Chris, I don't know if you want to comment with regards to just prepay activity where we are today versus Q2 or Q1.

34:50 Yeah, I would just add that the $18 million that was referenced on the call today is one transaction. And much like we've seen in the past, It's really measured 1Z, 2Z. We're not a credit card business where there's a lot of prepayment activity. It's very much specifically identified on short notice. And so I would say that's consistent for both first quarter, second quarter, and then the one transaction so far this third quarter.

35:21 Okay, thanks. That's helpful. And then looking at the funded debt investments in the second quarter, I believe there's a I believe it was the 76 million to the seven portfolio companies. Can you just break out the mix of those seven companies? Was it a mix of new and existing portfolio companies out of the seven? And then what are the subsectors you funded there? And I guess just also just which subsectors are you most excited about right now?

35:52 Yeah, maybe I'll work backwards and then give Chris some time to pull in. So I would say, you know, clearly what we're particularly excited about, fintech, software, e-commerce, and health tech, those are our core sectors that we deploy our capital in. And then I think, Chris, as we said in the prepared remarks, you know, the utilization – This quarter of new commitment funding, so higher percentage of the portfolio companies that closed deals in Q2 actually utilized, I'd say, a particularly high percentage were new customers because the transactions this quarter were new customers. And then I do believe there were maybe one or two companies that were from existing customers that had follow-on fundings on their unfunded commitments. Chris, any more detail you wanted to add?

36:49 Yeah, there were five new customers and two existing. So, very consistent with what Sajal had referred to during his prepared remarks as far as existing relationships or existing commitments versus new commitments in the second quarter and actually funding as well.

37:07 Great. Thank you for taking my questions. Our next question comes from Christopher Nolan with Ladinburg Salmon.

37:18 Hey, guys. Chris, in your comments, did you say that you expect the quarterly EPS to cover the dividend in the second half?

37:28 I didn't say that. What our trend will be is to originate to get to a level where it's sustainable, so we clearly need to get to the $100 million, $150 million in the third and fourth quarter, and then we're on track for doing that.

37:47 Great. And I guess for Jim, strategically, given the discussion in Washington of raising the capital gains tax, what do you think that would be the implications for the venture debt market?

38:01 So in the whole venture lending arena, I think it's mostly due to the nature of the companies and also the nature of the business and the tax losses and those kinds of things that changes in capital gains and the effect on venture lending at least so far hasn't come up as any kind of potential issue for companies, for prospects in the venture lending side. I do know on the equity side, venture capital is a lot more Debate, a lot more issues, a lot more concerns, but at least right now we don't see that as a factor in terms of whether or not a company wants to use debt financing with warrants attached to grow their business.

38:55 Okay, that's it for me. Thank you. Our next question comes from Casey Alexander with Compass Points.

39:07 Hi, good afternoon. Just one probably not very important question, but the scheduled principal amortization was a lot higher for this quarter. Did that include like a full payoff at maturity as opposed to regular kind of quarterly drip-by-drip amortization?

39:31 Yeah, Casey, that included the $5 million that Sajal had referred to in his prepared remarks.

39:40 From Prodigy.

39:41 From Prodigy, yeah, a little bit lumpier than you would have otherwise expected.

39:46 Yeah, so we shouldn't be looking at that level of regular quarterly amortization next quarter.

39:53 That's right.

39:55 Yeah, okay. and Sajal, you made reference and forgive me, I didn't quite catch it at the time about doing something to encourage better utilization of the unfunded commitments that you have and I'm not, I didn't quite catch it. If you could go over that again, it would be helpful.

40:19 Sure, Casey. So as we looked of the 76 million that we 95% of those were obligors where we closed transactions with them in the quarter. So rather than having entered a loan commitment and then waiting for them six to 12 months to potentially draw on their unfunded commit with us, this quarter we drove higher utilization of the new commitments to actually draw it closer.

40:52 Is there something that you're doing to encourage that or what's driving that change?

41:01 The yield went up and the warrant value went up. I would say it's an element of use case of how some of the companies were using the debt, just negotiating discussions with them and And I would say, again, kind of where these companies are from a growth perspective, just wanting to accelerate growth and utilize the capital now. So I'd say it's a little bit of structuring, a little bit of specific to the companies, and then a little bit of it is how the capital is actually being used.

41:34 Okay. All right, great. Thank you. Appreciate it. Our next question comes from Devin Ryan with J&P Securities.

41:47 Great. Good afternoon, everyone. You know, great to see the growth of the pipeline and maybe we can just dig in a little bit more. If there's any other or any additional color you can share just on the makeup and how it's been evolving, whether it's the pricing structure and, you know, kind of comparing the first companies in versus the last companies in.

42:10 Jim, do you want to take the pipeline question?

42:14 Yeah. So if In terms of pipeline growth and some of the drivers, I'd say it's a little bit more of a balanced environment now. It was one thing during, let's say, the height of the 2020 pandemic where there were huge rounds and entrepreneurs were grabbing big valuations and $200 million, $300 million at once in rounds, and that was the primary – Sajal Srivastava and some of the, call it the interest rate increases and inflationary fears out there and everything it's like.

43:23 I would say there's a lot more, I guess I keep using the word balance here that we're seeing and the pipeline literally increased 50% over last quarter and I'm actually expecting that kind of a rate this current quarter. I don't know if I answered your question or not, but the market today is despite how robust...

43:51 If I might add, I would say, Devin, it's fundamentally the companies are focused on growth. And so what growth means is it's their accelerating spend. And so they need more capital. And as Jim was referring to, now it's more of a balance between using equity and debt. And I think it goes back to that core theme of right now, Investors, private equity investors for the next round are rewarding companies for top line growth for achieving those business milestones sooner and faster. And so it's in the alignment for these companies to accelerate growth because they're being rewarded for it because that's what investors are focused on for those next rounds. And then the value proposition of venture debt continues to be right where less the dilutive than raising equity.

44:39 And so That's why we just continue to see strong demand.

44:46 Okay. That's great, Keller. Thank you. And then maybe a bigger picture question. Just love to get your reaction here. Clearly, you guys have done this a long time. And so as you think about the evolution of the venture space and really the quality of the companies that are in the space today, whether it's fintech or software or e-commerce or some of the areas that are attractive, How has that progressed? Have you seen an environment with as many, call it quality companies as there are today in those areas? Because I know that it's been an evolution here, but in a positive way. And does that at all change your thinking on leverage, comfort, or kind of bigger picture, does that change anything just given that there has been kind of a progression in terms of quality of, I think, the entire universe?

45:37 But I'd love to just get your thoughts on that.

45:39 Let me start, and then Jim, please feel free to add in. I would say, again, we've been through a couple of these cycles. Again, we can only comment on the universe of the venture capital funds that we work with. It's an upper echelon, a higher tier, but what I would say, what definitely strikes me as different is 20 years ago during the tech bubble, you would see six or eight companies that did the same thing, and they were funded by Sajal Srivastava, James Labe, Steven Mitchell Levinson, Mike Wilhelms Sajal Srivastava, James Labe, Steven Mitchell Levinson Great companies, great subsectors getting funded, great teams.

46:43 Yes, there is some overlap, but it's not as head-to-head as we saw or commoditized, which makes us feel really great. I think, interestingly enough, I would say we're not seeing increased levels of leverage within those companies because, again, we're in a robust equity environment. And so we continue to have a playbook. We know what the I can only add, I haven't been involved in it

47:33 that long, the 60s probably when VC started. But my observation is pretty much along those lines as well as really venture capital, the field itself has progressed. And maybe it's a recency effect, but I would absolutely agree that the quality is probably the highest over this long span of being involved in the business. And I think in large part, some of it's due to Venture Capital is a lot more developed, has progressed through the years. VC firms are more organized. The sectors, technologies, structuring deals is much better understood now than maybe 10 years ago and 10 years before that.

48:18 And a lot of it's just learning from the ups and downs, excesses of the past. But it's a much more refined business. Great. I will leave it there. Thanks very much. Our next question comes from Ryan Lynch with KBW.

49:04 Hey, good afternoon. Thanks for taking my questions. The first one, I just wanted to hit on the kind of market activity and the kind of outlook for exits and prepayments. I mean, so far in the first two quarters in It doesn't look like exits or prepayments have really been too elevated relative to the kind of activity that you're seeing in the venture capital space. And so I'm just wondering, do you expect that to change? Because one would think that given the activity in the venture space, that prepayments and exits would actually increase. But again, you haven't seen that. Do you expect that to occur in the second half of 2021?

49:53 And do you expect your guys' funding to be able to outpace that if that is going to occur?

50:00 Yeah, right. So I would say, you know, the prepayment activity for us has been primarily due to private raises of equity capital. Sajal Srivastava, James Labe, Steven Mitchell Levinson, Mike Wilhelms Sajal Srivastava, James Labe, Steven Mitchell Levinson, Mike Wilhelms Sajal Srivastava, James Labe, Steven Mitchell Levinson, Mike Wilhelms They had paid us off some time ago. So I would say clearly here and there we do have some portfolio companies, let's say the SPAC generation that may have some debt outstanding.

50:55 But I would say historically it's been the takeout or the prepay has been as a result of an equity raise and that's why when We see the exit event being at an IPO, an M&A, or a SPAC merger. We're only seeing the uplift in the equity and warrants because we already saw the debt being prepaid. Now, as we look to the second half of this year in terms of prepayment activity from our core equity raises, as I mentioned, we're just seeing a little more balance from portfolio companies that are fundraising or that are closing fundraisers that they're either waiting to pay off the debt, they're either not paying off the debt, or we're talking with them about creative ways to keep the debt outstanding. So I'd say, and again, we're coming off the base of last year where there was just so much equity activity that we saw such unusual or really high prepay activity, but definitely more balance this year.

51:54 And I think we expect more balances as we Sajal Srivastava

52:25 The level of several portfolio companies engaging in SPAC mergers or raising significant amounts of capital in the private markets. It feels like it's a really robust exit environment slash a good environment for capital raising and increasing valuations across the venture space. I understand that you guys do have a big gain likely coming in the third quarter from Revolt. But are you surprised? Because it's a little bit surprising given the level of activity that there is in the marketplace and the venture space that your guys' book value is only up 40 basis points in the first two quarters in total in 2021.

53:13 I would have expected more gains Great question. Chris, do you want to take it and comment on private company valuations? Yeah, equity valuations.

53:39 Yeah, it is an interesting question, the public versus private valuation cycle. It's not as simple as just taking the last round times the number of shares we hold. It's much more complicated than that. On the Revolut situation as an example, there's a range of acceptable private company valuation methodologies that have to be applied, including liquidity discounts and preferences and the like. The other thing that we're experiencing that Sajal talked a little bit about earlier on the call was the impact of our approach to being more conservative on valuations for those portfolio companies impacted by potential upside valuation on the SPAC side.

54:25 So there's a handful of names that are already in the SPAC process that we expect upside, but you don't price deals today based on future value but on current fair value. I think there's some hidden gems in there, and so those will come out over time in the SPAC, kind of ultimate de-SPACing and going through that process. But again, all of our portfolio companies are private, so we have private warrants, preferred stocks, substantially all preferred stocks. It's a little bit more complicated, and there's a lag between those events compared to having all public listed securities where you see that pop right away. And it's just less volatile in our portfolio. So we didn't have the downside that you might have seen in other portfolios, say, a year ago from today.

55:14 Okay. Understood. I appreciate the commentary. Those are all my questions. Have a good afternoon. Thank you. This concludes our question and answer session. I'd like to turn the call back over to Mr. LeBay for any closing remarks.

55:33 Thank you, operator. As always, I'd like to thank everyone for listening and participating in today's call. We hope everyone enjoys the rest of the summer and have a very healthy August and continuing remaining good health. We look forward to talking with you all again next quarter. Thanks again, everyone. Goodbye. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.