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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GSV Capital Corporation | NASDAQ:GSVC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.46 | 6.30 | 6.63 | 0 | 01:00:00 |
|
Maryland
|
27-4443543
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
345 California Street, Suite 600, San Francisco, CA
|
94104
|
(Address of principal executive offices)
|
(Zip Code)
|
|
|
(650) 235-4769
|
|
(Registrant’s telephone number, including area code)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
Title of Each Class
|
|
Trading Symbol
|
|
Name of Each Exchange on Which Registered
|
Common Stock, par value $0.01 per share
|
|
GSVC
|
|
Nasdaq Capital Market
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
||
Investments at fair value:
|
|
|
|
|
|
||
Non-controlled/non-affiliate investments (cost of $112,265,183 and $105,869,607, respectively)
|
$
|
193,484,417
|
|
|
$
|
170,067,233
|
|
Non-controlled/affiliate investments (cost of $29,999,703 and $42,333,854, respectively)
|
2,620,361
|
|
|
5,931,863
|
|
||
Controlled investments (cost of $22,962,133 and $22,960,942, respectively)
|
17,466,686
|
|
|
22,816,733
|
|
||
Total Portfolio Investments
|
213,571,464
|
|
|
198,815,829
|
|
||
Investments in U.S. Treasury bills (cost of $99,961,333 and $99,982,067, respectively)
|
99,980,000
|
|
|
99,994,000
|
|
||
Total Investments (cost of $265,188,352 and $271,146,470, respectively)
|
313,551,464
|
|
|
298,809,829
|
|
||
Cash
|
24,997,482
|
|
|
28,184,163
|
|
||
Escrow proceeds receivable
|
2,177,555
|
|
|
2,494,582
|
|
||
Interest and dividends receivable
|
345,884
|
|
|
255,670
|
|
||
Deferred financing costs
|
267,541
|
|
|
267,541
|
|
||
Receivable for unsettled trades
|
2,017,423
|
|
|
—
|
|
||
Prepaid expenses and other assets
|
699,114
|
|
|
207,769
|
|
||
Total Assets
|
344,056,463
|
|
|
330,219,554
|
|
||
LIABILITIES
|
|
|
|
|
|
||
Due to GSV Asset Management
(1)
|
207,710
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
2,345,086
|
|
|
490,687
|
|
||
Accrued incentive fees, net of waiver of incentive fees
(1)
|
—
|
|
|
4,660,472
|
|
||
Accrued management fees, net of waiver of management fees
(1)
|
—
|
|
|
415,056
|
|
||
Accrued interest payable
|
—
|
|
|
475,000
|
|
||
Payable for securities purchased
|
89,460,654
|
|
|
89,480,103
|
|
||
Deferred tax liability
|
979,713
|
|
|
885,566
|
|
||
4.75% Convertible Senior Notes due March 28, 2023
(2)
|
38,525,528
|
|
|
38,434,511
|
|
||
Total Liabilities
|
131,518,691
|
|
|
134,841,395
|
|
||
Commitments and contingencies (Notes 7 and 10)
|
|
|
|
|
|
||
Net Assets
|
$
|
212,537,772
|
|
|
$
|
195,378,159
|
|
NET ASSETS
|
|
|
|
|
|
||
Common stock, par value $0.01 per share (100,000,000 authorized; 19,762,647 and 19,762,647 issued and outstanding, respectively)
|
$
|
197,626
|
|
|
$
|
197,626
|
|
Paid-in capital in excess of par
|
192,322,399
|
|
|
192,322,399
|
|
||
Accumulated net investment loss
|
(15,608,592
|
)
|
|
(16,228,294
|
)
|
||
Accumulated net realized losses on investments
|
(11,757,058
|
)
|
|
(7,691,365
|
)
|
||
Accumulated net unrealized appreciation of investments
|
47,383,397
|
|
|
26,777,793
|
|
||
Net Assets
|
$
|
212,537,772
|
|
|
$
|
195,378,159
|
|
Net Asset Value Per Share
|
$
|
10.75
|
|
|
$
|
9.89
|
|
(1)
|
This balance references a related-party transaction. Refer to “Note 3—Related-Party Arrangements” for more detail.
|
(2)
|
As of
March 31, 2019
and
December 31, 2018
, the 4.75% Convertible Senior Notes due March 28, 2023 had a face value of
$40,000,000
. Refer to “Note 10—Debt Capital Activities” for a reconciliation of the carrying value to the face value.
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||
INVESTMENT INCOME
|
|
|
|
|
|
||
Non-controlled/non-affiliate investments:
|
|
|
|
|
|
||
Interest income
|
$
|
138,497
|
|
|
$
|
1,680
|
|
Non-controlled/affiliate investments:
|
|
|
|
|
|
||
Interest income
|
59,466
|
|
|
234,082
|
|
||
Controlled investments:
|
|
|
|
|
|
||
Interest income
|
29,287
|
|
|
13,573
|
|
||
Total Investment Income
|
227,250
|
|
|
249,335
|
|
||
OPERATING EXPENSES
|
|
|
|
|
|
||
Management fees
(1)
|
848,723
|
|
|
1,323,576
|
|
||
(Reversal of Incentive fee accrual)/Incentive fees
(1)
|
(4,660,472
|
)
|
|
1,471,334
|
|
||
Costs incurred under Administration Agreement
(1)
|
306,084
|
|
|
424,145
|
|
||
Directors’ fees
|
86,250
|
|
|
86,250
|
|
||
Professional fees
|
2,061,922
|
|
|
339,898
|
|
||
Interest expense
|
604,168
|
|
|
1,140,063
|
|
||
Income tax expense
|
3,763
|
|
|
122,270
|
|
||
Other expenses
|
357,110
|
|
|
489,270
|
|
||
Total Operating Expenses
|
(392,452
|
)
|
|
5,396,806
|
|
||
Management fee waiver
(1)
|
—
|
|
|
(154,944
|
)
|
||
Incentive fee waiver
(1)
|
—
|
|
|
(5,000,000
|
)
|
||
Total operating expenses, net of waiver of management and incentive fees
|
(392,452
|
)
|
|
241,862
|
|
||
Net Investment Income
|
619,702
|
|
|
7,473
|
|
||
Realized Gains/(Losses) on Investments:
|
|
|
|
|
|
||
Non-controlled/non-affiliated investments
|
8,269,138
|
|
|
(776,045
|
)
|
||
Non-controlled/affiliate investments
|
(12,334,831
|
)
|
|
—
|
|
||
Controlled investments
|
—
|
|
|
(680
|
)
|
||
Net Realized Losses on Investments
|
(4,065,693
|
)
|
|
(776,725
|
)
|
||
Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018
|
—
|
|
|
(397,846
|
)
|
||
Change in Unrealized Appreciation/(Depreciation) of Investments:
|
|
|
|
|
|||
Non-controlled/non-affiliated investments
|
17,028,343
|
|
|
9,854,664
|
|
||
Non-controlled/affiliate investments
|
9,022,648
|
|
|
(7,676,330
|
)
|
||
Controlled investments
|
(5,351,240
|
)
|
|
5,955,060
|
|
||
Net Change in Unrealized Appreciation/(Depreciation) of Investments
|
20,699,751
|
|
|
8,133,394
|
|
||
Provision for taxes on unrealized appreciation of investments
|
(94,147
|
)
|
|
—
|
|
||
Net Increase in Net Assets Resulting from Operations
|
$
|
17,159,613
|
|
|
$
|
6,966,296
|
|
Net Change in Net Assets Resulting from Operations per Common Share:
|
|
|
|
|
|||
Basic
|
$
|
0.87
|
|
|
$
|
0.33
|
|
Diluted
|
$
|
0.75
|
|
|
$
|
0.30
|
|
Weighted-Average Common Shares Outstanding
|
|
|
|
|
|
||
Basic
|
19,762,647
|
|
|
21,150,662
|
|
||
Diluted
|
23,493,991
|
|
|
26,713,656
|
|
(1)
|
This balance references a related-party transaction. Refer to “Note 3—Related-Party Arrangements” for more detail.
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||
Change in Net Assets Resulting from Operations
|
|
|
|
|
|
||
Net investment gain
|
$
|
619,702
|
|
|
$
|
7,473
|
|
Net realized losses on investments
|
(4,065,693
|
)
|
|
(776,725
|
)
|
||
Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018
|
—
|
|
|
(397,846
|
)
|
||
Net change in unrealized appreciation of investments
|
20,699,751
|
|
|
8,133,394
|
|
||
Provision for taxes on unrealized appreciation of investments
|
(94,147
|
)
|
|
—
|
|
||
Net Increase in Net Assets Resulting from Operations
|
17,159,613
|
|
|
6,966,296
|
|
||
Change in Net Assets Resulting from Capital Transactions
|
|
|
|
|
|
||
Repurchases of common stock
|
—
|
|
|
(1,241,428
|
)
|
||
Net Decrease in Net Assets Resulting from Capital Transactions
|
—
|
|
|
(1,241,428
|
)
|
||
Total Increase in Net Assets
|
17,159,613
|
|
|
5,724,868
|
|
||
Net assets at beginning of year
|
195,378,159
|
|
|
204,762,866
|
|
||
Net Assets at End of Period
|
$
|
212,537,772
|
|
|
$
|
210,487,734
|
|
Capital Share Activity
|
|
|
|
|
|
||
Shares outstanding at beginning of year
|
19,762,647
|
|
|
21,246,345
|
|
||
Shares issued
|
—
|
|
|
—
|
|
||
Shares repurchased
|
—
|
|
|
(179,807
|
)
|
||
Shares Outstanding at End of Period
|
19,762,647
|
|
|
21,066,538
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||
Net change in net assets resulting from operations
|
$
|
17,159,613
|
|
|
$
|
6,966,296
|
|
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
||
Net realized losses on investments
|
4,065,693
|
|
|
776,725
|
|
||
Net change in unrealized appreciation of investments
|
(20,699,751
|
)
|
|
(8,133,394
|
)
|
||
Change in deferred tax liability
|
94,147
|
|
|
(343,515
|
)
|
||
Amortization of discount on 5.25% Convertible Senior Notes due 2018
|
—
|
|
|
201,162
|
|
||
Amortization of discount on 4.75% Convertible Senior Notes due 2023
|
91,017
|
|
|
3,024
|
|
||
Amortization of deferred financing costs
|
—
|
|
|
20,472
|
|
||
Amortization of fixed income security premiums and discounts
|
(1,191
|
)
|
|
—
|
|
||
Write-off of deferred offering costs
|
—
|
|
|
325,248
|
|
||
Paid-in-kind interest
|
—
|
|
|
(207,069
|
)
|
||
Escrow proceeds receivable
|
(8,359
|
)
|
|
—
|
|
||
Purchases of investments in:
|
|
|
|
|
|
||
Portfolio investments
|
(10,008,040
|
)
|
|
(105,568
|
)
|
||
U.S. Treasury bills
|
(99,961,333
|
)
|
|
(99,970,444
|
)
|
||
Proceeds from sales or maturity of investments in:
|
|
|
|
|
|
||
Portfolio investments
|
11,871,346
|
|
|
15,962,239
|
|
||
U.S. Treasury bills
|
100,000,000
|
|
|
100,000,000
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|
||
Due from controlled investments
|
—
|
|
|
840
|
|
||
Prepaid expenses and other assets
|
(491,345
|
)
|
|
49,711
|
|
||
Interest and dividends receivable
|
(90,214
|
)
|
|
(31,901
|
)
|
||
Receivable from unsettled trades
|
(2,017,423
|
)
|
|
—
|
|
||
Escrow proceeds receivable
|
317,027
|
|
|
395,009
|
|
||
Due to GSV Asset Management
(1)
|
207,710
|
|
|
239,693
|
|
||
Payable for securities purchased
|
(19,449
|
)
|
|
(15,393
|
)
|
||
Accounts payable and accrued expenses
|
1,854,399
|
|
|
329,951
|
|
||
Income tax payable
|
—
|
|
|
465,775
|
|
||
Accrued incentive fees
(1)
|
(4,660,472
|
)
|
|
(3,528,666
|
)
|
||
Accrued management fees
(1)
|
(415,056
|
)
|
|
(49,717
|
)
|
||
Accrued interest payable
|
(475,000
|
)
|
|
(931,394
|
)
|
||
Net Cash Provided by/(Used in) Operating Activities
|
(3,186,681
|
)
|
|
12,419,085
|
|
||
Cash Flows from Financing Activities
|
|
|
|
|
|
||
Proceeds from the issuance of 4.75% Convertible Senior Notes due 2023
|
—
|
|
|
40,000,000
|
|
||
Deferred debt issuance costs
|
—
|
|
|
(1,840,120
|
)
|
||
Repurchases of common stock
|
—
|
|
|
(1,241,428
|
)
|
||
Repayment of 5.25% Convertible Senior Notes due 2018
|
—
|
|
|
(19,290,565
|
)
|
||
Realized loss on repurchase of 5.25% Convertible Senior Notes due 2018
|
—
|
|
|
397,846
|
|
||
Deferred offering costs
|
—
|
|
|
36,140
|
|
||
Net Cash Provided by/(Used in) Financing Activities
|
—
|
|
|
18,061,873
|
|
||
Total Increase/(Decrease) in Cash Balance
|
(3,186,681
|
)
|
|
30,480,958
|
|
||
Cash Balance at Beginning of Year
|
28,184,163
|
|
|
59,838,600
|
|
||
Cash Balance at End of Period
|
$
|
24,997,482
|
|
|
$
|
90,319,558
|
|
Supplemental Information:
|
|
|
|
|
|
||
Interest paid
|
$
|
974,932
|
|
|
$
|
1,810,677
|
|
Taxes paid
|
$
|
3,763
|
|
|
$
|
810
|
|
(1)
|
This balance references a related-party transaction. Refer to “Note 3—Related-Party Arrangements” for more detail.
|
Portfolio Investments*
|
|
Headquarters/
Industry |
|
Date of Initial Investment
|
|
Shares/
Principal |
|
Cost
|
|
Fair Value
|
|
% of Net
Assets |
||||||
NON-CONTROLLED/NON-AFFILIATE
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Palantir Technologies, Inc.
|
|
Palo Alto, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares, Class A
|
|
Data Analysis
|
|
5/7/2012
|
|
5,773,690
|
|
|
$
|
16,189,935
|
|
|
$
|
30,136,481
|
|
|
14.18
|
%
|
Coursera, Inc.
|
|
Mountain View, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series B
|
|
Online Education
|
|
6/9/2013
|
|
2,961,399
|
|
|
14,519,519
|
|
|
28,685,381
|
|
|
13.50
|
%
|
||
Lyft, Inc.**
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares, Class A
(3)(8)
|
|
On-Demand Transportation Services
|
|
3/21/2014
|
|
304,829
|
|
|
4,296,894
|
|
|
22,075,716
|
|
|
10.38
|
%
|
||
Spotify Technology S.A.
**
|
|
Stockholm, Sweden
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
(3)(7)
|
|
On-Demand Music Streaming
|
|
8/6/2012
|
|
150,360
|
|
|
6,390,300
|
|
|
20,869,968
|
|
|
9.82
|
%
|
||
Course Hero, Inc.
|
|
Redwood City, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series A
|
|
Online Education
|
|
9/18/2014
|
|
2,145,509
|
|
|
5,000,001
|
|
|
20,572,207
|
|
|
9.68
|
%
|
||
Dropbox, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
(3)(11)
|
|
Cloud Computing Services
|
|
11/15/2011
|
|
874,990
|
|
|
13,656,926
|
|
|
19,074,782
|
|
|
8.97
|
%
|
||
Neutron Holdings, Inc. (d/b/a/ Lime)
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred Shares, Series D
|
|
Micromobility
|
|
1/25/2019
|
|
41,237,113
|
|
|
10,006,800
|
|
|
10,000,000
|
|
|
4.71
|
%
|
||
Enjoy Technology, Inc.
|
|
Menlo Park, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series B
|
|
On-Demand Commerce
|
|
7/29/2015
|
|
1,681,520
|
|
|
4,000,280
|
|
|
6,380,359
|
|
|
3.00
|
%
|
||
Preferred shares, Series A
|
|
|
|
10/16/2014
|
|
879,198
|
|
|
1,002,440
|
|
|
3,336,029
|
|
|
1.57
|
%
|
||
Total
|
|
|
|
|
|
|
|
5,002,720
|
|
|
9,716,388
|
|
|
4.57
|
%
|
|||
Nextdoor.com, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
|
|
Social Networking
|
|
9/27/2018
|
|
580,360
|
|
|
10,006,578
|
|
|
9,691,395
|
|
|
4.56
|
%
|
||
SharesPost, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series B
|
|
Online Marketplace Finance
|
|
7/19/2011
|
|
1,771,653
|
|
|
2,259,716
|
|
|
6,738,469
|
|
|
3.17
|
%
|
||
Common shares
|
|
|
|
7/20/2011
|
|
770,934
|
|
|
123,987
|
|
|
969,718
|
|
|
0.46
|
%
|
||
Total
|
|
|
|
|
|
|
|
2,383,703
|
|
|
7,708,187
|
|
|
3.63
|
%
|
|||
Parchment, Inc.
|
|
Scottsdale, AZ
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series D 8%
|
|
E-Transcript Exchange
|
|
10/1/2012
|
|
3,200,512
|
|
|
4,000,982
|
|
|
6,825,071
|
|
|
3.21
|
%
|
||
A Place for Rover Inc. (f/k/a DogVacay, Inc.)
|
|
Seattle, WA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
|
|
Peer-to-Peer Pet Services
|
|
11/3/2014
|
|
707,991
|
|
|
2,506,119
|
|
|
3,180,863
|
|
|
1.50
|
%
|
||
Clever, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series B
|
|
Education Software
|
|
12/5/2014
|
|
1,799,047
|
|
|
2,000,601
|
|
|
2,000,001
|
|
|
0.94
|
%
|
||
Aspiration Partners, Inc.
|
|
Marina Del Rey, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series A
|
|
Financial Services
|
|
8/11/2015
|
|
540,270
|
|
|
1,001,815
|
|
|
1,702,207
|
|
|
0.80
|
%
|
||
Tynker (f/k/a Neuron Fuel, Inc.)
|
|
Mountain View, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series A 8%
|
|
Computer Software
|
|
8/8/2012
|
|
534,162
|
|
|
309,310
|
|
|
789,491
|
|
|
0.37
|
%
|
||
4C Insights (f/k/a The Echo Systems Corp.)
|
|
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
|
|
Social Data Platform
|
|
3/30/2012
|
|
436,219
|
|
|
1,436,404
|
|
|
422,678
|
|
|
0.20
|
%
|
||
Knewton, Inc.
|
|
New York, NY
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series E
|
|
Online Education
|
|
12/16/2013
|
|
375,985
|
|
|
4,999,999
|
|
|
—
|
|
|
—
|
%
|
||
Convertible Promissory Note 8% Due 12/31/2019***
|
|
|
|
7/23/2018
|
|
134,405
|
|
|
135,213
|
|
|
33,601
|
|
|
0.02
|
%
|
||
Total
|
|
|
|
|
|
|
|
5,135,212
|
|
|
33,601
|
|
|
0.02
|
%
|
|||
Fullbridge, Inc.
|
|
Cambridge, MA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
|
|
Business Education
|
|
5/13/2012
|
|
517,917
|
|
|
6,150,506
|
|
|
—
|
|
|
—
|
%
|
||
Promissory note 1.47%, Due 11/9/2021
(4)
|
|
|
|
3/3/2016
|
|
2,270,458
|
|
|
2,270,858
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
8,421,364
|
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Non-controlled/Non-affiliate
|
|
|
|
|
|
|
|
$
|
112,265,183
|
|
|
$
|
193,484,417
|
|
|
91.04
|
%
|
Portfolio Investments*
|
|
Headquarters/
Industry |
|
Date of Initial Investment
|
|
Shares/
Principal |
|
Cost
|
|
Fair Value
|
|
% of Net
Assets |
||||||
NON-CONTROLLED/AFFILIATE
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ozy Media, Inc.
|
|
Mountain View, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Convertible Promissory Note 5% Due 12/31/2018***
(4)(9)
|
|
Digital Media Platform
|
|
8/31/2016
|
|
2,102,384
|
|
|
$
|
2,102,384
|
|
|
$
|
1,576,788
|
|
|
0.74
|
%
|
Common Warrants, Strike Price $0.01, Expiration Date 4/9/2018
|
|
|
|
4/9/2018
|
|
295,565
|
|
|
30,647
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series B 6%
|
|
|
|
10/3/2014
|
|
922,509
|
|
|
4,999,999
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series A 6%
|
|
|
|
12/11/2013
|
|
1,090,909
|
|
|
3,000,200
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series Seed 6%
|
|
|
|
11/2/2012
|
|
500,000
|
|
|
500,000
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
10,633,230
|
|
|
1,576,788
|
|
|
0.74
|
%
|
|||
EdSurge, Inc.
|
|
Burlingame, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series A-1
|
|
Education Media Platform
|
|
11/12/2015
|
|
378,788
|
|
|
501,360
|
|
|
250,000
|
|
|
0.12
|
%
|
||
Preferred shares, Series A
|
|
|
|
2/28/2014
|
|
494,365
|
|
|
500,801
|
|
|
276,178
|
|
|
0.13
|
%
|
||
Total
|
|
|
|
|
|
|
|
1,002,161
|
|
|
526,178
|
|
|
0.25
|
%
|
|||
CUX, Inc. (d/b/a CorpU)
|
|
Philadelphia, PA
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior Subordinated Convertible Promissory Note 10% Due 2/14/2020***
(6)
|
|
Corporate Education
|
|
11/26/2014
|
|
1,360,489
|
|
|
1,361,969
|
|
|
340,122
|
|
|
0.16
|
%
|
||
Convertible preferred shares, Series D 6%
|
|
|
|
5/31/2013
|
|
169,033
|
|
|
778,607
|
|
|
177,273
|
|
|
0.08
|
%
|
||
Convertible preferred shares, Series C 8%
|
|
|
|
3/29/2012
|
|
615,763
|
|
|
2,006,077
|
|
|
—
|
|
|
—
|
%
|
||
Preferred Warrants Series D, Strike Price $4.59, Expiration Date 2/14/2020
|
|
|
|
5/31/2013
|
|
16,903
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
4,146,653
|
|
|
517,395
|
|
|
0.24
|
%
|
|||
Maven Research, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series C
|
|
Knowledge Networks
|
|
7/2/2012
|
|
318,979
|
|
|
2,000,447
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series B
|
|
|
|
2/28/2012
|
|
49,505
|
|
|
217,206
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
2,217,653
|
|
|
—
|
|
|
—
|
%
|
|||
Curious.com, Inc.
|
|
Menlo Park, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
|
|
Online Education
|
|
11/22/2013
|
|
1,135,944
|
|
|
12,000,006
|
|
|
—
|
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Non-controlled/Affiliate
|
|
|
|
|
|
|
|
$
|
29,999,703
|
|
|
$
|
2,620,361
|
|
|
1.23
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CONTROLLED
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
StormWind, LLC
(5)
|
|
Scottsdale, AZ
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series C 8%
|
|
Interactive Learning
|
|
1/7/2014
|
|
2,779,134
|
|
|
4,000,787
|
|
|
6,761,479
|
|
|
3.18
|
%
|
||
Preferred shares, Series B 8%
|
|
|
|
12/16/2011
|
|
3,279,629
|
|
|
2,019,687
|
|
|
5,258,768
|
|
|
2.48
|
%
|
||
Preferred shares, Series A 8%
|
|
|
|
2/25/2014
|
|
366,666
|
|
|
110,000
|
|
|
364,332
|
|
|
0.17
|
%
|
||
Total
|
|
|
|
|
|
|
|
6,130,474
|
|
|
12,384,579
|
|
|
5.83
|
%
|
Portfolio Investments*
|
|
Headquarters/
Industry |
|
Date of Initial Investment
|
|
Shares/
Principal |
|
Cost
|
|
Fair Value
|
|
% of Net
Assets |
|||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)
|
|
San Mateo, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Convertible Promissory Note 12% Due 12/31/2019***
|
|
Global Innovation Platform
|
|
2/17/2016
|
|
936,525
|
|
|
$
|
952,627
|
|
|
$
|
468,262
|
|
|
0.22
|
%
|
|
Preferred shares, Series A-4
|
|
|
|
10/6/2014
|
|
3,720,424
|
|
|
4,904,498
|
|
|
2,432,829
|
|
|
1.14
|
%
|
|||
Preferred shares, Series A-3
|
|
|
|
4/4/2014
|
|
1,561,625
|
|
|
2,005,730
|
|
|
850,971
|
|
|
0.40
|
%
|
|||
Preferred shares, Series A-2
|
|
|
|
7/15/2013
|
|
450,001
|
|
|
605,500
|
|
|
147,130
|
|
|
0.07
|
%
|
|||
Preferred shares, Series A-1
|
|
|
|
5/25/2012
|
|
1,000,000
|
|
|
1,021,778
|
|
|
245,217
|
|
|
0.12
|
%
|
|||
Common shares
|
|
|
|
7/1/2014
|
|
200,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
%
|
|||
Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/2021
|
|
|
|
4/4/2014
|
|
187,500
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 10/6/2021
|
|
|
|
10/6/2014
|
|
500,000
|
|
|
—
|
|
|
5,000
|
|
|
0.00
|
%
|
|||
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 7/18/2021
|
|
|
|
7/8/2016
|
|
250,000
|
|
|
74,380
|
|
|
2,500
|
|
|
0.00
|
%
|
|||
Preferred Warrants Series B, Strike Price $2.31, Expiration Date 11/29/2021
|
|
|
|
11/29/2016
|
|
100,000
|
|
|
29,275
|
|
|
—
|
|
|
—
|
%
|
|||
Preferred Warrant Series B–Strike Price $2.31, Expiration Date 6/30/2022
|
|
|
|
5/29/2017
|
|
125,000
|
|
|
70,379
|
|
|
—
|
|
|
—
|
%
|
|||
Preferred Warrant Series B–Strike Price $2.31, Expiration Date 12/31/2023
|
|
|
|
12/31/2018
|
|
250,000
|
|
|
5,080
|
|
|
—
|
|
|
—
|
%
|
|||
Total
|
|
|
|
|
|
|
|
9,670,247
|
|
|
4,151,909
|
|
|
1.95
|
%
|
||||
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)
|
|
Woodside, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Class A***
(10)
|
|
Clean Technology
|
|
4/15/2014
|
|
14,300,000
|
|
|
7,151,412
|
|
|
930,198
|
|
|
0.44
|
%
|
|||
Common shares
|
|
|
|
4/15/2014
|
|
100,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
%
|
|||
Total
|
|
|
|
|
|
|
|
7,161,412
|
|
|
930,198
|
|
|
0.44
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Controlled
|
|
|
|
|
|
|
|
$
|
22,962,133
|
|
|
$
|
17,466,686
|
|
|
8.22
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Portfolio Investments
|
|
|
|
|
|
|
|
$
|
165,227,019
|
|
|
$
|
213,571,464
|
|
|
100.49
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury bill, 0%, due 4/4/2019***
(3)
|
|
|
|
3/28/2019
|
|
$
|
100,000,000
|
|
|
99,961,333
|
|
|
99,980,000
|
|
|
47.04
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TOTAL INVESTMENTS
|
|
|
|
|
|
|
|
$
|
265,188,352
|
|
|
$
|
313,551,464
|
|
|
147.53
|
%
|
*
|
All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. The Company’s directors and officers, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—
Investments at Fair Value
").
|
**
|
Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of GSV Capital Corp.’s total investments as of March 31, 2019,
19.78%
of its total investments are non-qualifying assets.
|
***
|
Investment is income-producing.
|
(1)
|
“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (
i.e.
, securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
|
(2)
|
“Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
|
(3)
|
Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.
|
(4)
|
As of
March 31, 2019
, the investments noted had been placed on non-accrual status.
|
(5)
|
GSV Capital Corp.’s investments in StormWind, LLC are held through GSV Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.
|
(6)
|
Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note.
|
(7)
|
On April 3, 2018, Spotify Technology S.A. registered for resale up to 55,731,480 ordinary shares by the registered shareholders in a direct listing. GSV Capital Corp.'s common shares of Spotify Technology S.A. are considered unrestricted as they are not subject to restrictions upon sale. During the three months ended March 31, 2019, GSV Capital Corp. sold 85,000 common shares of Spotify Technology S.A. At March 31, 2019, GSV Capital Corp. valued its common shares of Spotify Technology S.A. based on its March 31, 2019 closing price.
|
(8)
|
On March 29, 2019, Lyft, Inc. priced its initial public offering for 32,500,000 Class A common shares at a price of $72.00 per share. GSV Capital Corp.'s 176,266 Series D preferred shares and 128,563 Series E preferred shares of Lyft, Inc. automatically converted to Class A common shares immediately prior to the close of the offering and are subject to a 180-day lock-up provision. At March 31, 2019, GSV Capital Corp. valued is common shares of Lyft, Inc. Based on its March 31, 2019 closing price, less a 7.5% liquidity discount due to the lock-up provision.
|
(9)
|
Subsequent to December 31, 2018, Ozy Media Inc.'s obligations under its financing arrangements with the Company became past due.
|
(10)
|
The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by GSV Capital Corp. do not entitle GSV Capital Corp. to a preferred dividend rate. During the
three months ended March 31, 2019
, SPBRX, INC. declared, and GSV Capital Corp. received, an aggregate of
$0
in cash distributions. GSV Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.
|
(11)
|
On March 23, 2018, Dropbox, Inc. priced its IPO. The lock-up agreement for GSV Capital Corp.'s common shares expired on August 23, 2018. At March 31, 2019, GSV Capital Corp. valued its common shares of Dropbox, Inc. based on ite March 31, 2019 closing price.
|
Portfolio Investments*
|
|
Headquarters/
Industry |
|
Date of Initial Investment
|
|
Shares/
Principal |
|
Cost
|
|
Fair Value
|
|
% of Net
Assets |
|||||||
NON-CONTROLLED/NON-AFFILIATE
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Palantir Technologies, Inc.
|
|
Palo Alto, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common shares, Class A
|
|
Data Analysis
|
|
5/7/2012
|
|
5,773,690
|
|
|
$
|
16,189,935
|
|
|
$
|
34,053,394
|
|
|
17.43
|
%
|
|
Spotify Technology S.A.
**
|
|
Stockholm, Sweden
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common shares
(3)(7)
|
|
On-Demand Music Streaming
|
|
8/6/2012
|
|
235,360
|
|
|
10,002,084
|
|
|
26,713,360
|
|
|
13.67
|
%
|
|||
Coursera, Inc.
|
|
Mountain View, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series B
|
|
Online Education
|
|
6/9/2013
|
|
2,961,399
|
|
|
14,519,519
|
|
|
23,111,889
|
|
|
11.83
|
%
|
|||
Dropbox, Inc.
**
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common shares
(3)(8)
|
|
Cloud Computing Services
|
|
11/15/2011
|
|
874,990
|
|
|
13,656,926
|
|
|
17,876,046
|
|
|
9.15
|
%
|
|||
Lyft, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series E
|
|
On-Demand Transportation
|
|
3/11/2015
|
|
128,563
|
|
|
2,503,585
|
|
|
6,583,483
|
|
|
3.37
|
%
|
|||
Preferred shares, Series D
|
|
|
|
3/21/2014
|
|
176,266
|
|
|
1,792,749
|
|
|
9,026,269
|
|
|
4.62
|
%
|
|||
Total
|
|
|
|
|
|
|
|
4,296,334
|
|
|
15,609,752
|
|
|
7.99
|
%
|
||||
Course Hero, Inc.
|
|
Redwood City, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series A
|
|
Online Education
|
|
9/18/2014
|
|
2,145,509
|
|
|
5,000,001
|
|
|
14,106,625
|
|
|
7.22
|
%
|
|||
Nextdoor.com, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common shares
|
|
Social Networking
|
|
9/27/2018
|
|
580,360
|
|
|
10,006,578
|
|
|
10,097,442
|
|
|
5.17
|
%
|
|||
SharesPost, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series B
|
|
Online Marketplace Finance
|
|
7/19/2011
|
|
1,771,653
|
|
|
2,259,716
|
|
|
5,943,577
|
|
|
3.04
|
%
|
|||
Common shares
(13)
|
|
|
|
7/20/2011
|
|
770,934
|
|
|
123,987
|
|
|
855,327
|
|
|
0.44
|
%
|
|||
Total
|
|
|
|
|
|
|
|
2,383,703
|
|
|
6,798,904
|
|
|
3.48
|
%
|
||||
Parchment, Inc.
|
|
Scottsdale, AZ
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series D 8%
|
|
E-Transcript Exchange
|
|
10/1/2012
|
|
3,200,512
|
|
|
4,000,982
|
|
|
6,151,161
|
|
|
3.15
|
%
|
|||
Enjoy Technology, Inc.
|
|
Menlo Park, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series B
|
|
On-Demand Commerce
|
|
7/29/2015
|
|
1,681,520
|
|
|
4,000,280
|
|
|
4,000,000
|
|
|
2.05
|
%
|
|||
Preferred shares, Series A
|
|
|
|
10/16/2014
|
|
879,198
|
|
|
1,002,440
|
|
|
2,091,436
|
|
|
1.07
|
%
|
|||
Total
|
|
|
|
|
|
|
|
5,002,720
|
|
|
6,091,436
|
|
|
3.12
|
%
|
||||
A Place for Rover Inc. (f/k/a DogVacay, Inc.)
|
|
Seattle, WA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common shares
|
|
Peer-to-Peer Pet Services
|
|
11/3/2014
|
|
707,991
|
|
|
2,506,119
|
|
|
3,511,661
|
|
|
1.80
|
%
|
|||
Knewton, Inc.
|
|
New York, NY
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series E
|
|
Online Education
|
|
12/16/2013
|
|
375,985
|
|
|
4,999,999
|
|
|
2,021,690
|
|
|
1.03
|
%
|
|||
Convertible Promissory Note 8% Due 12/31/2019
(12)
|
|
|
|
7/23/2018
|
|
$
|
134,405
|
|
|
135,213
|
|
|
134,405
|
|
|
0.07
|
%
|
||
Total
|
|
|
|
|
|
|
|
5,135,212
|
|
|
2,156,095
|
|
|
1.10
|
%
|
||||
Clever, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series B
|
|
Education Software
|
|
12/5/2014
|
|
1,799,047
|
|
|
2,000,601
|
|
|
2,000,001
|
|
|
1.02
|
%
|
|||
Aspiration Partners, Inc.
|
|
Marina Del Rey, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series A
|
|
Financial Services
|
|
8/11/2015
|
|
540,270
|
|
|
1,001,815
|
|
|
999,975
|
|
|
0.51
|
%
|
|||
Tynker (f/k/a Neuron Fuel, Inc.)
|
|
Mountain View, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Series A 8%
|
|
Computer Software
|
|
8/8/2012
|
|
534,162
|
|
|
309,310
|
|
|
789,492
|
|
|
0.41
|
%
|
|||
4C Insights (f/k/a The Echo Systems Corp.)
|
|
Chicago, IL
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common shares
|
|
Social Data Platform
|
|
3/30/2012
|
|
436,219
|
|
|
1,436,404
|
|
|
—
|
|
|
—
|
%
|
|||
Fullbridge, Inc.
|
|
Cambridge, MA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common shares
|
|
Business Education
|
|
5/13/2012
|
|
517,917
|
|
|
6,150,506
|
|
|
—
|
|
|
—
|
%
|
|||
Promissory Note 1.49% Due 11/9/2021
(4)
|
|
|
|
3/3/2016
|
|
$
|
2,270,458
|
|
|
2,270,858
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
8,421,364
|
|
|
—
|
|
|
—
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Non-controlled/Non-affiliate
|
|
|
|
|
|
|
|
$
|
105,869,607
|
|
|
$
|
170,067,233
|
|
|
87.05
|
%
|
Portfolio Investments*
|
|
Headquarters/
Industry |
|
Date of Initial Investment
|
|
Shares/
Principal |
|
Cost
|
|
Fair Value
|
|
% of Net
Assets |
||||||
NON-CONTROLLED/AFFILIATE
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ozy Media, Inc.
|
|
Mountain View, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Convertible Promissory Note 5% Due 12/31/2018
(11)
|
|
Digital Media Platform
|
|
8/31/2016
|
|
2,102,384
|
|
|
$
|
2,102,384
|
|
|
$
|
3,153,575
|
|
|
1.61
|
%
|
Preferred shares, Series B 6%
|
|
|
|
10/3/2014
|
|
922,509
|
|
|
4,999,999
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series A 6%
|
|
|
|
12/11/2013
|
|
1,090,909
|
|
|
3,000,200
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series Seed 6%
|
|
|
|
11/2/2012
|
|
500,000
|
|
|
500,000
|
|
|
—
|
|
|
—
|
%
|
||
Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028
(11)
|
|
|
|
4/9/2018
|
|
295,565
|
|
|
30,647
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
10,633,230
|
|
|
3,153,575
|
|
|
1.61
|
%
|
|||
CUX, Inc. (d/b/a CorpU)
|
|
Philadelphia, PA
|
|
|
|
|
|
|
|
|
|
|
||||||
Senior Subordinated Convertible Promissory Note 10% Due 2/14/2020***
(6)
|
|
Corporate Education
|
|
11/26/2014
|
|
1,360,489
|
|
|
1,361,969
|
|
|
1,360,489
|
|
|
0.70
|
%
|
||
Convertible preferred shares, Series D 6%
|
|
|
|
5/31/2013
|
|
169,033
|
|
|
778,607
|
|
|
878,005
|
|
|
0.45
|
%
|
||
Convertible preferred shares, Series C 8%
|
|
|
|
3/29/2012
|
|
615,763
|
|
|
2,006,077
|
|
|
—
|
|
|
—
|
%
|
||
Preferred Warrants Series D, Strike Price $4.59, Expiration Date 2/14/2020
(9)
|
|
|
|
5/31/2013
|
|
16,903
|
|
|
—
|
|
|
19,946
|
|
|
0.01
|
%
|
||
Total
|
|
|
|
|
|
|
|
4,146,653
|
|
|
2,258,440
|
|
|
1.16
|
%
|
|||
EdSurge, Inc.
|
|
Burlingame, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series A-1
|
|
Education Media Platform
|
|
11/12/2015
|
|
378,788
|
|
|
501,360
|
|
|
250,000
|
|
|
0.13
|
%
|
||
Preferred shares, Series A
|
|
|
|
2/28/2014
|
|
494,365
|
|
|
500,801
|
|
|
269,848
|
|
|
0.14
|
%
|
||
Total
|
|
|
|
|
|
|
|
1,002,161
|
|
|
519,848
|
|
|
0.27
|
%
|
|||
Maven Research, Inc.
|
|
San Francisco, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series C
|
|
Knowledge Networks
|
|
7/2/2012
|
|
318,979
|
|
|
2,000,447
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series B
|
|
|
|
2/28/2012
|
|
49,505
|
|
|
217,206
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
2,217,653
|
|
|
—
|
|
|
—
|
%
|
|||
Curious.com, Inc.
|
|
Menlo Park, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shares
(15)
|
|
Online Education
|
|
11/22/2013
|
|
1,135,944
|
|
|
12,000,006
|
|
|
—
|
|
|
—
|
%
|
||
Declara, Inc.
|
|
Palo Alto, CA
|
|
|
|
|
|
|
|
|
|
|
||||||
Convertible Promissory Note 12% Due 4/30/2018
(4)(10)
|
|
Social Cognitive Learning
|
|
12/30/2015
|
|
2,327,727
|
|
|
2,334,152
|
|
|
—
|
|
|
—
|
%
|
||
Preferred shares, Series A 8%
|
|
|
|
4/17/2014
|
|
10,716,390
|
|
|
9,999,999
|
|
|
—
|
|
|
—
|
%
|
||
Total
|
|
|
|
|
|
|
|
12,334,151
|
|
|
—
|
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Non-controlled/Affiliate
|
|
|
|
|
|
|
|
$
|
42,333,854
|
|
|
$
|
5,931,863
|
|
|
3.04
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
CONTROLLED
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
StormWind, LLC
(5)
|
|
Scottsdale, AZ
|
|
|
|
|
|
|
|
|
|
|
||||||
Preferred shares, Series C 8%
|
|
Interactive Learning
|
|
1/7/2014
|
|
2,779,134
|
|
|
4,000,787
|
|
|
7,194,971
|
|
|
3.68
|
%
|
||
Preferred shares, Series B 8%
|
|
|
|
12/16/2011
|
|
3,279,629
|
|
|
2,019,687
|
|
|
5,770,328
|
|
|
2.95
|
%
|
||
Preferred shares, Series A 8%
|
|
|
|
2/25/2014
|
|
366,666
|
|
|
110,000
|
|
|
421,525
|
|
|
0.22
|
%
|
||
Total
|
|
|
|
|
|
|
|
6,130,474
|
|
|
13,386,824
|
|
|
6.85
|
%
|
Portfolio Investments*
|
|
Headquarters/
Industry |
|
Date of Initial Investment
|
|
Shares/
Principal |
|
Cost
|
|
Fair Value
|
|
% of Net
Assets |
|||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)
|
|
San Mateo, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Convertible Promissory Note 12% Due 12/31/2019***
(14)
|
|
Global Innovation Platform
|
|
2/17/2016
|
|
936,525
|
|
|
951,436
|
|
|
936,525
|
|
|
0.48
|
%
|
|||
Preferred shares, Series A-4
|
|
|
|
10/6/2014
|
|
3,720,424
|
|
|
4,904,498
|
|
|
4,960,553
|
|
|
2.54
|
%
|
|||
Preferred shares, Series A-3
|
|
|
|
4/4/2014
|
|
1,561,625
|
|
|
2,005,730
|
|
|
1,735,134
|
|
|
0.89
|
%
|
|||
Preferred shares, Series A-2
|
|
|
|
7/15/2013
|
|
450,001
|
|
|
605,500
|
|
|
300,000
|
|
|
0.15
|
%
|
|||
Preferred shares, Series A-1
|
|
|
|
5/25/2012
|
|
1,000,000
|
|
|
1,021,778
|
|
|
499,999
|
|
|
0.26
|
%
|
|||
Common shares
|
|
|
|
7/1/2014
|
|
200,000
|
|
|
1,000
|
|
|
—
|
|
|
—
|
%
|
|||
Preferred Warrants Series A-3, Strike Price $1.33, Expiration Date 4/4/2021
(14)
|
|
|
|
4/4/2014
|
|
187,500
|
|
|
—
|
|
|
26,250
|
|
|
0.01
|
%
|
|||
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 10/6/2021
(14)
|
|
|
|
10/6/2014
|
|
500,000
|
|
|
—
|
|
|
145,000
|
|
|
0.07
|
%
|
|||
Preferred Warrants Series A-4, Strike Price $1.33, Expiration Date 7/18/2021
|
|
|
|
7/8/2016
|
|
250,000
|
|
|
74,380
|
|
|
70,000
|
|
|
0.04
|
%
|
|||
Preferred Warrants Series B, Strike Price $2.31, Expiration Date 11/29/2021
|
|
|
|
11/29/2016
|
|
100,000
|
|
|
29,275
|
|
|
556
|
|
|
0.00
|
%
|
|||
Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022
|
|
|
|
5/29/2017
|
|
125,000
|
|
|
70,379
|
|
|
694
|
|
|
0.00
|
%
|
|||
Preferred Warrant Series B–Strike Price $2.31, Expiration Date 12/31/2023
(14)
|
|
|
|
12/31/2018
|
|
250,000
|
|
|
5,080
|
|
|
5,000
|
|
|
0.00
|
%
|
|||
Total
|
|
|
|
|
|
|
|
9,669,056
|
|
|
8,679,711
|
|
|
4.44
|
%
|
||||
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)
|
|
Woodside, CA
|
|
|
|
|
|
|
|
|
|
|
|||||||
Preferred shares, Class A***
(16)
|
|
Clean Technology
|
|
4/15/2014
|
|
14,300,000
|
|
|
7,151,412
|
|
|
750,198
|
|
|
0.38
|
%
|
|||
Common shares
|
|
|
|
4/15/2014
|
|
100,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
%
|
|||
Total
|
|
|
|
|
|
|
|
7,161,412
|
|
|
750,198
|
|
|
0.38
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Controlled
|
|
|
|
|
|
|
|
$
|
22,960,942
|
|
|
$
|
22,816,733
|
|
|
11.68
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Portfolio Investments
|
|
|
|
|
|
|
|
$
|
171,164,403
|
|
|
$
|
198,815,829
|
|
|
101.76
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Treasury bills, 0%, due 1/3/2019***
(3)
|
|
|
|
12/27/2018
|
|
$
|
100,000,000
|
|
|
99,982,067
|
|
|
99,994,000
|
|
|
51.18
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
TOTAL INVESTMENTS
|
|
|
|
|
|
|
|
$
|
271,146,470
|
|
|
$
|
298,809,829
|
|
|
152.94
|
%
|
*
|
All portfolio investments are non-control/non-affiliated and non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their initial public offering (“IPO”). Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. The Company’s and GSV Asset Management’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—
Investments at Fair Value
").
|
**
|
Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Of GSV Capital Corp.’s total investments as of December 31, 2018, 14.92% of its total investments are non-qualifying assets.
|
***
|
Investment is income-producing.
|
(1)
|
“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (
i.e.
, securities with the right to elect directors) of such company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
|
(2)
|
“Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (
i.e.
, securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company. For the Schedule of Investments In, and Advances To, Affiliates, as required by SEC Regulation S-X, Rule 12-14, refer to “Note 4—Investments at Fair Value”.
|
(3)
|
Denotes an investment considered Level 1 or Level 2 and valued using observable inputs.
|
(4)
|
As of December 31, 2018, the investments noted had been placed on non-accrual status.
|
(5)
|
GSV Capital Corp.’s investments in StormWind, LLC are held through GSV Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.
|
(6)
|
Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note. On October 31, 2018, GSV Capital Corp. agreed to extend the maturity of the Senior Subordinated Convertible Promissory Note to CUX, Inc. (d/b/a CorpU) until February 14, 2020, with a new interest rate of 10%. Accrued interest will continue to be compounded annually on November 26 of the current and each subsequent year until repaid.
|
(7)
|
On March 14, 2018, as disclosed in its Amendment No. 1 to its Form F-1 Registration Statement filed in connection with its direct listing, Spotify Technology S.A. effectuated a 40:1 stock split of its ordinary shares, beneficiary certificates and any other of its outstanding securities. On April 3, 2018, Spotify Technology S.A., registered for resale up to 55,731,480 ordinary shares by the registered shareholders in a direct listing. GSV Capital Corp.'s common shares of Spotify Technology S.A. are considered unrestricted as they are not subject to restriction upon sale. At December 31, 2018, GSV Capital Corp. valued its common shares of Spotify Technology S.A. based on its December 31, 2018 closing price.
|
(8)
|
On March 7, 2018, as disclosed in its Amendment No. 1 to its Form S-1 Registration Statement filed in connection with its initial public offering, Dropbox, Inc. effectuated a 1:1.5 reverse stock split of its capital stock. On March 23, 2018, Dropbox, Inc. priced its initial public offering for 26,822,409 Class A common shares at a price of $21.00 per share. Dropbox, Inc., also registered for resale up to 9,177,591 Class A common shares by the registered shareholders. As of August 23, 2018 GSV Capital Corp.'s shares of common stock in Dropbox, Inc. were no longer restricted. At December 31, 2018, GSV Capital Corp. valued its common shares of Dropbox, Inc. based on its December 31, 2018 closing price.
|
(9)
|
On February 23, 2018, CUX, Inc. (d/b/a CorpU) agreed to extend the maturity of the GSV Capital Corp.'s Series D warrants until August 1, 2018. On July 31, 2018, CUX, Inc. (d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp.'s Series D warrants until November 26, 2018. On October 31, 2018
and in connection with the extension of the maturity date on the related debt investment, CUX, Inc. (d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp's Series D warrants until February 14, 2020.
|
(10)
|
On January 31, 2018, the maturity date of the convertible promissory note to Declara, Inc. was extended an additional three months to April 30, 2018 and the interest rate on the convertible promissory note increased to 12% per annum (including 365 days for the purposes of accrual). On January 31, 2018 the convertible promissory note to Declara Inc. was placed on non-accrual status. On April 30, 2018, the Company deemed this investment to be in default based on Declara Inc.'s financial position.
|
(11)
|
Effe
ctive April 9, 2018, the term of Ozy Media Inc.'s notes were extended through the issuance of a new convertible promissory note, which extended the maturity date of the existing notes to October 31, 2018 and then to December 31, 2018 once certain conditions were satisfied. Effective August 17, 2018, Ozy Media Inc. executed an additional debt amendment, which expanded its borrowing limit. In consideration for amending and restating the existing notes, the Company was issued warrants exercisable for 295,565 shares of Ozy Media Inc.'s common stock. Subsequent to December 31, 2018, Ozy Media Inc.'s obligations under its financing arrangements with the Company became past due.
|
(12)
|
On July 23, 2018, Knewton, Inc. issued an 8% unsecured convertible promissory amount with a principal amount of $134,405 and a maturity date of December 31, 2019 to GSV Capital Corp.
|
(13)
|
On June 15, 2018 GSV Capital Corp. exercised its 770,934 warrants to purchase shares of SharesPost, Inc.'s common stock, with a $0.13 strike price.
|
(14)
|
Effective July 31, 2018, GSV Capital Corp agreed to extend the Convertible Promissory Note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) until December 31, 2018, with a new interest rate of 12%. Previously accrued interest will be capitalized into the principal of the extended note. On December 31, 2018, GSV Capital Corp extended the maturity of the Convertible Promissory Note to December 31, 2019, compounded the previously accrued and then-outstanding interest and invested an additional $300,000. The Convertible Promissory Note continues to accrue interest at 12%. In consideration for the extension and additional investment, the 500,000 Series A-3 Preferred Warrants due April 4, 2019 and the 187,500 Series A-4 Preferred Warrants due October 6, 2019, were extended to April 4, 2021 and October 6, 2021, respectively. The Company also received an additional 250,000 Series B Preferred Warrants due December 31, 2023.
|
(15)
|
On June 8, 2018, Curious.com, Inc. completed a recapitalization and issued new Series C preferred shares. In connection with the offering, GSV Capital Corp.'s 3,407,834 Series B preferred shares were converted into common shares. Additionally, a 1:3 reverse stock split was declared on the now common shares.
|
(16)
|
The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by GSV Capital Corp. do not entitle GSV Capital Corp. to a preferred dividend rate. During the year ended December 31, 2018, SPBRX, INC. declared, and GSV Capital Corp. received, an aggregate of $625,000 in cash distributions. GSV Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.
|
Subsidiary
|
|
Jurisdiction of
Incorporation
|
|
Formation
Date
|
|
Percentage
Owned
|
GCL
|
|
Delaware
|
|
April 13, 2012
|
|
100%
|
Subsidiaries below are referred to collectively, as the “GSVC Holdings”
|
|
|
|
|
|
|
GSVC AE Holdings, Inc. (“GAE”)
|
|
Delaware
|
|
November 28, 2012
|
|
100%
|
GSVC AV Holdings, Inc. (“GAV”)
|
|
Delaware
|
|
November 28, 2012
|
|
100%
|
GSVC NG Holdings, Inc. (“GNG”)
|
|
Delaware
|
|
November 28, 2012
|
|
100%
|
GSVC SW Holdings, Inc. (“GSW”)
|
|
Delaware
|
|
November 28, 2012
|
|
100%
|
GSVC WS Holdings, Inc. (“GWS”)
|
|
Delaware
|
|
November 28, 2012
|
|
100%
|
GSVC SVDS Holdings, Inc. (“SVDS”)
|
|
Delaware
|
|
August 13, 2013
|
|
100%
|
1.
|
The quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals responsible for the portfolio investment;
|
2.
|
Preliminary valuation conclusions are then documented and discussed with senior management;
|
3.
|
An independent third-party valuation firm is engaged by the Valuation Committee to conduct independent appraisals and review management’s preliminary valuations and make its own independent assessment, for all investments for which there are no readily available market quotations;
|
4.
|
The Valuation Committee discusses the valuations and recommends to the Company’s Board of Directors a fair value for each investment in the portfolio based on the input of management and the independent third-party valuation firm; and
|
5.
|
The Company’s Board of Directors then discusses the valuations recommended by the Valuation Committee and determines in good faith the fair value of each investment in the portfolio.
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Deferred credit facility costs
|
$
|
—
|
|
|
$
|
—
|
|
Deferred offering costs
|
267,541
|
|
|
267,541
|
|
||
Deferred Financing Costs
|
$
|
267,541
|
|
|
$
|
267,541
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||
|
Cost
|
|
Fair Value
|
|
Percentage of
Net Assets
|
|
Cost
|
|
Fair Value
|
|
Percentage of
Net Assets
|
||||||||||
Private Portfolio Companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock
|
$
|
48,424,535
|
|
|
$
|
44,401,135
|
|
|
20.9
|
%
|
|
$
|
48,424,535
|
|
|
$
|
48,517,824
|
|
|
24.9
|
%
|
Preferred Stock
|
85,425,552
|
|
|
104,723,590
|
|
|
49.3
|
%
|
|
89,715,085
|
|
|
99,856,159
|
|
|
51.1
|
%
|
||||
Debt Investments
|
6,823,051
|
|
|
2,418,773
|
|
|
1.1
|
%
|
|
9,156,012
|
|
|
5,584,994
|
|
|
2.9
|
%
|
||||
Warrants
|
209,761
|
|
|
7,500
|
|
|
0.0
|
%
|
|
209,761
|
|
|
267,446
|
|
|
0.1
|
%
|
||||
Private Portfolio Companies
|
140,882,899
|
|
|
151,550,998
|
|
|
71.3
|
%
|
|
147,505,393
|
|
|
154,226,423
|
|
|
79.0
|
%
|
||||
Publicly Traded Portfolio Companies
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common Stock
|
24,344,120
|
|
|
62,020,466
|
|
|
29.2
|
%
|
|
23,659,010
|
|
|
44,589,406
|
|
|
22.8
|
%
|
||||
Total Portfolio Investments
|
165,227,019
|
|
|
213,571,464
|
|
|
100.5
|
%
|
|
171,164,403
|
|
|
198,815,829
|
|
|
101.8
|
%
|
||||
Non-Portfolio Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Treasury bill
|
99,961,333
|
|
|
99,980,000
|
|
|
47.0
|
%
|
|
99,982,067
|
|
|
99,994,000
|
|
|
51.1
|
%
|
||||
Total Investments
|
$
|
265,188,352
|
|
|
$
|
313,551,464
|
|
|
147.5
|
%
|
|
$
|
271,146,470
|
|
|
$
|
298,809,829
|
|
|
152.9
|
%
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||
|
Fair Value
|
|
Percentage of
Portfolio
|
|
Percentage of
Net Assets
|
|
Fair Value
|
|
Percentage of
Portfolio
|
|
Percentage of
Net Assets
|
||||||||
Industry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Education Technology
|
$
|
72,333,904
|
|
|
33.9
|
%
|
|
34.0
|
%
|
|
$
|
64,480,375
|
|
|
32.4
|
%
|
|
33.0
|
%
|
Marketplaces
|
58,535,271
|
|
|
27.4
|
%
|
|
27.6
|
%
|
|
51,929,440
|
|
|
26.1
|
%
|
|
26.6
|
%
|
||
Big Data/Cloud
|
49,211,263
|
|
|
23.0
|
%
|
|
23.2
|
%
|
|
39,964,377
|
|
|
20.1
|
%
|
|
20.5
|
%
|
||
Social/Mobile
|
32,560,829
|
|
|
15.3
|
%
|
|
15.3
|
%
|
|
41,691,439
|
|
|
21.0
|
%
|
|
21.3
|
%
|
||
Sustainability
|
930,197
|
|
|
0.4
|
%
|
|
0.4
|
%
|
|
750,198
|
|
|
0.4
|
%
|
|
0.4
|
%
|
||
Total
|
$
|
213,571,464
|
|
|
100.0
|
%
|
|
100.5
|
%
|
|
$
|
198,815,829
|
|
|
100.0
|
%
|
|
101.8
|
%
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||
|
Fair Value
|
|
Percentage of
Portfolio
|
|
Percentage of
Net Assets
|
|
Fair Value
|
|
Percentage of
Portfolio
|
|
Percentage of
Net Assets |
||||||||
Geographic Region
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
West
|
$
|
191,727,821
|
|
|
89.7
|
%
|
|
90.2
|
%
|
|
$
|
167,687,933
|
|
|
84.4
|
%
|
|
85.8
|
%
|
Mid-west
|
422,678
|
|
|
0.2
|
%
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
%
|
||
Northeast
|
550,997
|
|
|
0.3
|
%
|
|
0.3
|
%
|
|
4,414,536
|
|
|
2.2
|
%
|
|
2.3
|
%
|
||
International
|
20,869,968
|
|
|
9.8
|
%
|
|
9.8
|
%
|
|
26,713,360
|
|
|
13.4
|
%
|
|
13.7
|
%
|
||
Total
|
$
|
213,571,464
|
|
|
100.0
|
%
|
|
100.5
|
%
|
|
$
|
198,815,829
|
|
|
100.0
|
%
|
|
101.8
|
%
|
Industry Theme
|
|
Industry
|
Education Technology
|
|
Business Education
|
|
|
Computer Software
|
|
|
Corporate Education
|
|
|
Education Media Platform
|
|
|
Education Software
|
|
|
Education Technology
|
|
|
E-Transcript Exchange
|
|
|
Interactive Learning
|
|
|
Online Education
|
Big Data/Cloud
|
|
Cloud Computing Services
|
|
|
Data Analysis
|
|
|
Social Cognitive Learning
|
Marketplaces
|
|
Financial Services
|
|
|
Global Innovation Platform
|
|
|
Knowledge Networks
|
|
|
On-Demand Commerce
|
|
|
On-Demand Transportation
|
|
|
Micromobility
|
|
|
Online Marketplace Finance
|
|
|
Peer-to-Peer Pet Services
|
Social/Mobile
|
|
Digital Media Platform
|
|
|
Social Networking
|
|
|
On-Demand Music Streaming
|
|
|
Social Data Platform
|
Sustainability
|
|
Clean Technology
|
|
As of March 31, 2019
|
||||||||||||||
|
Quoted Prices in
Active Markets for Identical Securities (Level 1) |
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Investments at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|||||
Private Portfolio Companies
|
|
|
|
|
|
|
|
|
|
|
|||||
Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,401,135
|
|
|
$
|
44,401,135
|
|
Preferred Stock
|
—
|
|
|
—
|
|
|
104,723,590
|
|
|
104,723,590
|
|
||||
Debt Investments
|
—
|
|
|
—
|
|
|
2,418,773
|
|
|
2,418,773
|
|
||||
Warrants
|
—
|
|
|
—
|
|
|
7,500
|
|
|
7,500
|
|
||||
Private Portfolio Companies
|
—
|
|
|
—
|
|
|
151,550,998
|
|
|
151,550,998
|
|
||||
Publicly Traded Portfolio Companies
|
|
|
|
|
|
|
|
||||||||
Common Stock
|
39,944,750
|
|
|
22,075,716
|
|
|
—
|
|
|
62,020,466
|
|
||||
Total Portfolio Investments
|
39,944,750
|
|
|
22,075,716
|
|
|
151,550,998
|
|
|
213,571,464
|
|
||||
Non-Portfolio Investments
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury bills
|
99,980,000
|
|
|
—
|
|
|
—
|
|
|
99,980,000
|
|
||||
Total Investments at Fair Value
|
$
|
139,924,750
|
|
|
$
|
22,075,716
|
|
|
$
|
151,550,998
|
|
|
$
|
313,551,464
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Quoted Prices in
Active Markets for Identical Securities (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
|
||||||||
Investments at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
||||
Private Portfolio Companies
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,517,824
|
|
|
$
|
48,517,824
|
|
Preferred Stock
|
—
|
|
|
—
|
|
|
99,856,159
|
|
|
99,856,159
|
|
||||
Debt Investments
|
—
|
|
|
—
|
|
|
5,584,994
|
|
|
5,584,994
|
|
||||
Warrants
|
—
|
|
|
—
|
|
|
267,446
|
|
|
267,446
|
|
||||
Private Portfolio Companies
|
—
|
|
|
—
|
|
|
154,226,423
|
|
|
154,226,423
|
|
||||
Publicly Traded Portfolio Companies
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common Stock
|
44,589,406
|
|
|
—
|
|
|
—
|
|
|
44,589,406
|
|
||||
Total Portfolio Investments
|
44,589,406
|
|
|
—
|
|
|
154,226,423
|
|
|
198,815,829
|
|
||||
Non-Portfolio Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury bills
|
99,994,000
|
|
|
—
|
|
|
—
|
|
|
99,994,000
|
|
||||
Total Investments at Fair Value
|
$
|
144,583,406
|
|
|
$
|
—
|
|
|
$
|
154,226,423
|
|
|
$
|
298,809,829
|
|
As of March 31, 2019
|
||||
Asset
|
Fair Value
|
Valuation
Approach/ Technique (1) |
Unobservable Inputs
(2)
|
Range
(Weighted Average) |
Common stock in
private companies |
$44,401,135
|
Market approach
|
Revenue multiples
|
1.49x - 3.92x (3.11x)
|
Liquidation value
|
N/A
|
|||
Discounted cash flow
|
Discount rate
|
12.0% (12.0%)
|
||
Preferred stock in
private companies |
$104,723,590
|
Market approach
|
Revenue multiples
|
2.69x - 4.91x (4.00x)
|
Precedent
transactions |
2.60x
|
|||
Discounted cash flow
|
Discount rate
|
12.0% (12.0%)
|
||
PWERM
|
Revenue multiples
|
1.09x - 2.58x (1.32x)
|
||
Precedent transactions
|
3.07x
|
|||
Debt investments
|
$2,418,773
|
Market approach
|
Revenue multiples
|
1.49x - 1.76x (1.63x)
|
PWERM
|
Revenue multiples
|
1.23x - 2.58x (1.91x)
|
||
Liquidation value
|
N/A
|
|||
Warrants
|
$7,500
|
Option pricing model
|
Term to expiration (Years)
|
0.87 - 9.03 (2.44)
|
Volatility
|
28.0%-51.0% (28.2%)
|
(1)
|
As of
March 31, 2019
, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments. By considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions. Refer to “Note 2—Significant Accounting Policies—
Investments at Fair Value
” for more detail.
|
(2)
|
The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings before interest and
|
As of December 31, 2018
|
||||
Asset
|
Fair Value
|
Valuation
Approach/
Technique
(1)
|
Unobservable Inputs
(2)
|
Range
(Weighted Average)
|
Common stock in
private companies |
$48,517,824
|
Market approach
|
Revenue multiples
|
1.26x - 4.95x
(4.04x) |
Liquidation value
|
N/A
|
|||
Discounted
Cash Flow (2) |
Discount rate
|
12.0% (12.0)%
|
||
Preferred stock in
private companies |
$99,856,159
|
Market approach
|
Precedent transactions
|
2.60x - 3.07x
(2.69x) |
Revenue multiples
|
2.20x - 4.15x
(3.39x) |
|||
Discounted
Cash Flow (2) |
Discount rate
|
12.0% (12.0)%
|
||
PWERM
|
Revenue multiples
|
1.09x - 5.40x
(3.18x) |
||
Liquidation value
|
N/A
|
|||
Debt investments
|
$5,584,994
|
Market approach
|
Revenue multiples
|
1.26x - 2.40x
(2.30x) |
PWERM
|
Revenue multiples
|
1.31x - 5.40x
(1.91x) |
||
Liquidation value
|
N/A
|
|||
Warrants
|
$267,446
|
Option pricing model
|
Term to expiration (Years)
|
1.1-9.3 (2.6)
|
Volatility
|
28.1%-37.1%
(29.0%) |
(1)
|
As of
December 31, 2018
, the Company used a hybrid market and income approach to value certain common and preferred stock investments as the Company felt this approach better reflected the fair value of these investments. By considering multiple valuation approaches (and consequently, multiple valuation techniques), the valuation approaches and techniques are not likely to change from one period of measurement to the next; however, the weighting of each in determining the final fair value of a Level 3 investment may change based on recent events or transactions. Refer to “Note 2—Significant Accounting Policies—
Investments at Fair Value
” for more detail.
|
(2)
|
The Company considers all relevant information that can reasonably be obtained when determining the fair value of Level 3 investments. Due to any given portfolio company’s information rights, changes in capital structure, recent events, transactions, or liquidity events, the type and availability of unobservable inputs may change. Increases/(decreases) in revenue multiples, earnings before interest and taxes (“EBIT”) multiples, time to expiration, and stock price/strike price would result in higher (lower) fair values all else equal. Decreases (increases) in discount rates, volatility, and annual risk rates, would result in higher (lower) fair values all else equal. The
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||
|
Common
Stock |
|
Preferred
Stock |
|
Debt
Investments |
|
Warrants
|
|
Total
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fair Value as of December 31, 2018
|
$
|
48,517,824
|
|
|
$
|
99,856,159
|
|
|
$
|
5,584,994
|
|
|
$
|
267,446
|
|
|
$
|
154,226,423
|
|
Transfers out of Level 3
(1)
|
—
|
|
|
(21,947,688
|
)
|
|
—
|
|
|
—
|
|
|
(21,947,688
|
)
|
|||||
Purchases, capitalized fees and interest
|
—
|
|
|
10,007,360
|
|
|
680
|
|
|
—
|
|
|
10,008,040
|
|
|||||
Amortization of fixed income security premiums and discounts
|
—
|
|
|
—
|
|
|
1,191
|
|
|
—
|
|
|
1,191
|
|
|||||
Realized losses
|
—
|
|
|
(9,999,999
|
)
|
|
(2,334,832
|
)
|
|
—
|
|
|
(12,334,831
|
)
|
|||||
Net change in unrealized appreciation/(depreciation) included in earnings
|
(4,116,689
|
)
|
|
26,807,758
|
|
|
(833,260
|
)
|
|
(259,946
|
)
|
|
21,597,863
|
|
|||||
Fair Value as of March 31, 2019
|
$
|
44,401,135
|
|
|
$
|
104,723,590
|
|
|
$
|
2,418,773
|
|
|
$
|
7,500
|
|
|
$
|
151,550,998
|
|
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of March 31, 2019
|
$
|
(4,116,689
|
)
|
|
$
|
10,470,383
|
|
|
$
|
(3,167,412
|
)
|
|
$
|
(259,946
|
)
|
|
$
|
2,926,336
|
|
(1)
|
During the quarter ended March 31, 2019, the Company’s portfolio investments had the following corporate actions which are reflected above:
|
Portfolio Company
|
|
Conversion from
|
|
Conversion to
|
Lyft, Inc.
|
|
Preferred shares, Series D
Preferred shares, Series E
|
|
Public Common Shares (Level 2)
|
|
For the Year Ended December 31, 2018
|
||||||||||||||||||
|
Common
Stock |
|
Preferred
Stock
|
|
Debt
Investments
|
|
Warrants
|
|
Total
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fair Value as of December 31, 2016
|
$
|
86,824,096
|
|
|
$
|
120,253,822
|
|
|
$
|
4,916,578
|
|
|
$
|
433,997
|
|
|
$
|
212,428,493
|
|
Transfers into Level 3
|
(41,707,506
|
)
|
|
(7,734,804
|
)
|
|
—
|
|
|
—
|
|
|
(49,442,310
|
)
|
|||||
Purchases, capitalized fees and interest
|
10,108,434
|
|
|
2,177
|
|
|
1,044,531
|
|
|
30,647
|
|
|
11,185,789
|
|
|||||
Sales/Maturity of investments
(2)
|
(6,910,798
|
)
|
|
(16,958,428
|
)
|
|
(722,776
|
)
|
|
—
|
|
|
(24,592,002
|
)
|
|||||
Realized gains/(losses)
|
(1,567,122
|
)
|
|
(10,458,567
|
)
|
|
(680
|
)
|
|
—
|
|
|
(12,026,369
|
)
|
|||||
Exercises, conversions and assignments
(1)
|
5,537,205
|
|
|
(5,514,077
|
)
|
|
(5,080
|
)
|
|
(18,048
|
)
|
|
—
|
|
|||||
Amortization of fixed income security premiums and discounts
|
—
|
|
|
—
|
|
|
30,660
|
|
|
—
|
|
|
30,660
|
|
|||||
Net change in unrealized depreciation included in earnings
|
(3,766,485
|
)
|
|
20,266,036
|
|
|
321,761
|
|
|
(179,150
|
)
|
|
16,642,162
|
|
|||||
Fair Value as of December 31, 2017
|
$
|
48,517,824
|
|
|
$
|
99,856,159
|
|
|
$
|
5,584,994
|
|
|
$
|
267,446
|
|
|
$
|
154,226,423
|
|
Net change in unrealized appreciation/ (depreciation) of Level 3 investments still held as of December 31, 2017
|
$
|
(12,412,555
|
)
|
|
$
|
10,061,576
|
|
|
$
|
317,201
|
|
|
$
|
(156,021
|
)
|
|
$
|
(2,189,799
|
)
|
(1)
|
During year ended
December 31, 2018
, the Company’s portfolio investments had the following corporate actions which are reflected above:
|
Portfolio Company
|
|
Transfer from
|
|
Transfer to
|
Dropbox, Inc.
|
|
Preferred shares, Series A-1 & Common shares
|
|
Public Common Shares (Level 2)
|
Spotify Technology S.A.
|
|
Common shares
|
|
Public Common Shares (Level 1)
|
Curious.com, Inc.
|
|
Preferred shares, Series B
|
|
Common shares
|
SharesPost, Inc.
|
|
Common warrants
|
|
Common shares
|
(2)
|
Sales of investments includes escrow proceeds receivable of approximately $2.5 million from the sale of the Company’s investments in
|
Schedule of Investments In, and Advances to, Affiliate
|
|||||||||||||||||||||||||||||||||||
Type/Industry/Portfolio Company/Investment
|
|
Principal/
Quantity |
|
Interest, Fees, or
Dividends Credited in Income |
|
Fair Value at
December 31, 2018 |
|
Purchases,
Capitalized Fees, Interest and Amortization |
|
Sales
|
|
Realized
Gains/(Losses) |
|
Unrealized
Gains/(Losses) |
|
Fair Value at March 31, 2019
|
|
Percentage
of Net Assets |
|||||||||||||||||
CONTROLLED INVESTMENTS
*
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Convertible Promissory Note 12% Due 12/31/2019***
|
|
$
|
936,525
|
|
|
$
|
—
|
|
|
$
|
936,525
|
|
|
$
|
1,191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(469,454
|
)
|
|
$
|
468,262
|
|
|
0.22
|
%
|
Total Debt Investments
|
|
|
|
$
|
—
|
|
|
$
|
936,525
|
|
|
$
|
1,191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(469,454
|
)
|
|
$
|
468,262
|
|
|
0.22
|
%
|
||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Clean Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A***
(7)
|
|
14,300,000
|
|
|
$
|
—
|
|
|
$
|
750,198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
180,000
|
|
|
$
|
930,198
|
|
|
0.44
|
%
|
|
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-4
|
|
3,720,424
|
|
|
—
|
|
|
4,960,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,527,724
|
)
|
|
2,432,829
|
|
|
1.14
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-3
|
|
1,561,625
|
|
|
—
|
|
|
1,735,134
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(884,163
|
)
|
|
850,971
|
|
|
0.40
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-2
|
|
450,001
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(152,870
|
)
|
|
147,130
|
|
|
0.07
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-1
|
|
1,000,000
|
|
|
—
|
|
|
499,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(254,782
|
)
|
|
245,217
|
|
|
0.12
|
%
|
||||||||
Total Global Innovation Platform
|
|
|
|
—
|
|
|
7,495,686
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,819,539
|
)
|
|
3,676,147
|
|
|
1.73
|
%
|
Schedule of Investments In, and Advances to, Affiliate
|
|||||||||||||||||||||||||||||||||||
Type/Industry/Portfolio Company/Investment
|
|
Principal/
Quantity |
|
Interest, Fees, or
Dividends Credited in Income |
|
Fair Value at
December 31, 2018 |
|
Purchases,
Capitalized Fees, Interest and Amortization |
|
Sales
|
|
Realized
Gains/(Losses) |
|
Unrealized
Gains/(Losses) |
|
Fair Value at March 31, 2019
|
|
Percentage
of Net Assets |
|||||||||||||||||
Interactive Learning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
StormWind, LLC–Preferred shares, Series C 8%
(4)
|
|
2,779,134
|
|
|
—
|
|
|
7,194,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(433,492
|
)
|
|
6,761,479
|
|
|
3.18
|
%
|
||||||||
StormWind, LLC–Preferred shares, Series B 8%
(4)
|
|
3,279,629
|
|
|
—
|
|
|
5,770,328
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(511,560
|
)
|
|
5,258,768
|
|
|
2.48
|
%
|
||||||||
StormWind, LLC–Preferred shares, Series A 8%
(4)
|
|
366,666
|
|
|
—
|
|
|
421,525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,193
|
)
|
|
364,332
|
|
|
0.17
|
%
|
||||||||
Total Interactive Learning
|
|
|
|
—
|
|
|
13,386,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,002,245
|
)
|
|
12,384,579
|
|
|
5.83
|
%
|
|||||||||
Total Preferred Stock
|
|
|
|
$
|
—
|
|
|
$
|
21,632,708
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,641,784
|
)
|
|
$
|
16,990,924
|
|
|
8.00
|
%
|
||
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021
|
|
187,500
|
|
|
$
|
—
|
|
|
$
|
26,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(26,250
|
)
|
|
$
|
—
|
|
|
—
|
%
|
|
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021
|
|
500,000
|
|
|
—
|
|
|
145,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140,000
|
)
|
|
5,000
|
|
|
0.00
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021
|
|
250,000
|
|
|
—
|
|
|
70,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(67,500
|
)
|
|
2,500
|
|
|
0.00
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021
|
|
100,000
|
|
|
—
|
|
|
556
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(556
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022
|
|
125,000
|
|
|
—
|
|
|
694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(694
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023
|
|
250,000
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
Total Global Innovation Platform
|
|
|
|
—
|
|
|
247,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(240,000
|
)
|
|
7,500
|
|
|
0.00
|
%
|
|||||||||
Total Warrants
|
|
|
|
$
|
—
|
|
|
$
|
247,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(240,000
|
)
|
|
$
|
7,500
|
|
|
0.00
|
%
|
||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Clean Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares
|
|
100,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
Schedule of Investments In, and Advances to, Affiliate
|
|||||||||||||||||||||||||||||||||||
Type/Industry/Portfolio Company/Investment
|
|
Principal/
Quantity |
|
Interest, Fees, or
Dividends Credited in Income |
|
Fair Value at
December 31, 2018 |
|
Purchases,
Capitalized Fees, Interest and Amortization |
|
Sales
|
|
Realized
Gains/(Losses) |
|
Unrealized
Gains/(Losses) |
|
Fair Value at March 31, 2019
|
|
Percentage
of Net Assets |
|||||||||||||||||
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Common shares
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Total Common Stock
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
||
TOTAL CONTROLLED INVESTMENTS*
(2)
|
|
|
|
$
|
—
|
|
|
$
|
22,816,733
|
|
|
$
|
1,191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,351,238
|
)
|
|
$
|
17,466,686
|
|
|
8.22
|
%
|
||
NON-CONTROLLED/AFFILIATE INVESTMENTS
*
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Corporate Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
CUX, Inc. (d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 10% Due 2/14/2020***
(5)
|
|
$
|
1,360,489
|
|
|
$
|
—
|
|
|
$
|
1,360,489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,020,367
|
)
|
|
$
|
340,122
|
|
|
0.16
|
%
|
Digital Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ozy Media, Inc.–Convertible Promissory Note 5% Due 12/31/2018
(6)
|
|
$
|
2,102,384
|
|
|
—
|
|
|
3,153,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,576,787
|
)
|
|
1,576,788
|
|
|
0.74
|
%
|
|||||||
Total Digital Media Platform
|
|
|
|
—
|
|
|
3,153,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,576,787
|
)
|
|
1,576,788
|
|
|
0.74
|
%
|
|||||||||
Social Cognitive Learning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Declara, Inc.–Convertible Promissory Note 12% Due 4/30/2018
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
|
—
|
|
|
$
|
(2,334,832
|
)
|
|
2,334,152
|
|
|
—
|
|
|
—
|
%
|
||||||
Total Debt Investments
|
|
|
|
$
|
—
|
|
|
$
|
4,514,064
|
|
|
$
|
680
|
|
|
$
|
—
|
|
|
$
|
(2,334,832
|
)
|
|
$
|
(263,002
|
)
|
|
$
|
1,916,910
|
|
|
0.90
|
%
|
||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Corporate Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
CUX, Inc. (d/b/a CorpU)–Convertible preferred shares, Series D 6%
|
|
169,033
|
|
|
$
|
—
|
|
|
$
|
878,005
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(700,732
|
)
|
|
$
|
177,273
|
|
|
0.08
|
%
|
|
CUX, Inc. (d/b/a CorpU) -Convertible preferred shares, Series C 8%
|
|
615,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Total Corporate Education
|
|
|
|
—
|
|
|
878,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(700,732
|
)
|
|
177,273
|
|
|
0.08
|
%
|
|||||||||
Social Cognitive Learning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Declara, Inc.–Preferred shares, Series A 8%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,999,999
|
)
|
|
9,999,999
|
|
|
—
|
|
|
—
|
%
|
Schedule of Investments In, and Advances to, Affiliate
|
|||||||||||||||||||||||||||||||||||
Type/Industry/Portfolio Company/Investment
|
|
Principal/
Quantity |
|
Interest, Fees, or
Dividends Credited in Income |
|
Fair Value at
December 31, 2018 |
|
Purchases,
Capitalized Fees, Interest and Amortization |
|
Sales
|
|
Realized
Gains/(Losses) |
|
Unrealized
Gains/(Losses) |
|
Fair Value at March 31, 2019
|
|
Percentage
of Net Assets |
|||||||||||||||||
Education Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
EdSurge, Inc.–Preferred shares, Series A-1
|
|
378,788
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
0.12
|
%
|
||||||||
EdSurge, Inc.–Preferred shares, Series A
|
|
494,365
|
|
|
—
|
|
|
269,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,330
|
|
|
276,178
|
|
|
0.13
|
%
|
||||||||
Total Education Media Platform
|
|
|
|
—
|
|
|
519,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,330
|
|
|
526,178
|
|
|
0.25
|
%
|
|||||||||
Knowledge Networks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Maven Research, Inc.–Preferred shares, Series C
|
|
318,979
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Maven Research, Inc.–Preferred shares, Series B
|
|
49,505
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Total Knowledge Networks
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||||||
Digital Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
OzyMedia, Inc.–Preferred shares, Series B 6%
|
|
922,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
OzyMedia, Inc.–Preferred shares, Series A 6%
|
|
1,090,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
OzyMedia, Inc.–Preferred shares, Series Seed 6%
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Total Digital Media Platform
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||||||
Total Preferred Stock
|
|
|
|
$
|
—
|
|
|
$
|
1,397,853
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9,999,999
|
)
|
|
$
|
9,305,597
|
|
|
$
|
703,451
|
|
|
0.33
|
%
|
||
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Corporate Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
CUX, Inc. (d/b/a CorpU) –Preferred warrants, Series D, Strike Price $4.59, Expiration Date 2/14/2020
|
|
16,903
|
|
|
$
|
—
|
|
|
$
|
19,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19,946
|
)
|
|
$
|
—
|
|
|
—
|
%
|
|
Digital Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
OzyMedia, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028
|
|
295,565
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Total Warrants
|
|
|
|
|
$
|
—
|
|
|
$
|
19,946
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19,946
|
)
|
|
$
|
—
|
|
|
—
|
%
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Online Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Curious.com, Inc.–Common shares
|
|
1,135,944
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Total Common Stock
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
||
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*
(1)
|
|
|
|
|
$
|
—
|
|
|
$
|
5,931,863
|
|
|
$
|
680
|
|
|
$
|
—
|
|
|
$
|
(12,334,831
|
)
|
|
$
|
9,022,649
|
|
|
$
|
2,620,361
|
|
|
1.23
|
%
|
*
|
All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. Unless otherwise noted, all investments were pledged as collateral under the Credit Facility. The Company’s and GSV Asset Management’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—
Investments at Fair Value
").
|
**
|
Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
|
***
|
Investment is income-producing.
|
(1)
|
“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (
i.e.
, securities with the right to elect directors) of such company.
|
(2)
|
“Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
|
(3)
|
As of March 31, 2019, the investments noted had been placed on non-accrual status.
|
(4)
|
GSV Capital Corp.’s investments in StormWind, LLC are held through GSV Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.
|
(5)
|
Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note. On October 31, 2018, GSV Capital Corp. agreed to extend the maturity of the Senior Subordinated Convertible Promissory Note to CUX, Inc. (d/b/a CorpU) until February 14, 2020, with a new interest rate of 10%. Accrued interest will continue to be compounded annually on November 26 of the current and each subsequent year until repaid.
|
(6)
|
Subsequent to December 31, 2018, Ozy Media Inc.'s obligations under its financing arrangements with the Company became past due.
|
(7)
|
The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by GSV Capital Corp. do not entitle GSV Capital Corp. to a preferred dividend rate. During the
three months ended March 31, 2019
, SPBRX, INC. declared, and GSV Capital Corp. received, an aggregate of
$0
in cash distributions. GSV Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.
|
Type/Industry/Portfolio Company/Investment
|
|
Principal/
Quantity |
|
Interest, Fees, or
Dividends Credited in Income |
|
Fair Value at
December 31, 2017 |
|
Purchases,
Capitalized Fees, Interest and Amortization |
|
Sales
|
|
Realized
Gains/(Losses) |
|
Unrealized
Gains/(Losses) |
|
December 31,
2018 |
|
Percentage
of Net Assets |
|||||||||||||||||
CONTROLLED INVESTMENTS
*
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Convertible Promissory Note 12% Due 12/31/2019***
(10)
|
|
$
|
936,525
|
|
|
$
|
57,466
|
|
|
$
|
560,199
|
|
|
$
|
392,437
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16,111
|
)
|
|
$
|
936,525
|
|
|
0.48
|
%
|
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Unsecured Promissory Note 12% Due 1/15/2018***
(8)
|
|
$
|
—
|
|
|
2,369
|
|
|
592,129
|
|
|
—
|
|
|
(592,129
|
)
|
|
(680
|
)
|
|
680
|
|
|
—
|
|
|
—
|
%
|
|||||||
Total Global Innovation Platform
|
|
|
|
59,835
|
|
|
1,152,328
|
|
|
392,437
|
|
|
(592,129
|
)
|
|
(680
|
)
|
|
(15,431
|
)
|
|
936,525
|
|
|
0.48
|
%
|
|||||||||
Total Debt Investments
|
|
|
|
$
|
59,835
|
|
|
$
|
1,152,328
|
|
|
$
|
392,437
|
|
|
$
|
(592,129
|
)
|
|
$
|
(680
|
)
|
|
$
|
(15,431
|
)
|
|
$
|
936,525
|
|
|
0.48
|
%
|
||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Clean Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Preferred shares, Class A***
(12)
|
|
14,300,000
|
|
|
$
|
625,000
|
|
|
$
|
1,069,862
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(319,664
|
)
|
|
$
|
750,198
|
|
|
0.38
|
%
|
|
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-4
|
|
3,720,424
|
|
|
—
|
|
|
5,390,842
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(430,289
|
)
|
|
4,960,553
|
|
|
2.54
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-3
|
|
1,561,625
|
|
|
—
|
|
|
1,885,644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150,510
|
)
|
|
1,735,134
|
|
|
0.89
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-2
|
|
450,001
|
|
|
—
|
|
|
326,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,022
|
)
|
|
300,000
|
|
|
0.15
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred stock Series A-1
|
|
1,000,000
|
|
|
—
|
|
|
543,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,371
|
)
|
|
499,999
|
|
|
0.26
|
%
|
||||||||
Total Global Innovation Platform
|
|
|
|
—
|
|
|
8,145,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(650,192
|
)
|
|
7,495,686
|
|
|
3.84
|
%
|
|||||||||
Interactive Learning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
StormWind, LLC–Preferred shares, Series C 8%
(3)
|
|
2,779,134
|
|
|
—
|
|
|
7,223,904
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,933
|
)
|
|
7,194,971
|
|
|
3.68
|
%
|
||||||||
StormWind, LLC–Preferred shares, Series B 8%
(3)
|
|
3,279,629
|
|
|
—
|
|
|
5,804,472
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,144
|
)
|
|
5,770,328
|
|
|
2.95
|
%
|
||||||||
StormWind, LLC–Preferred shares, Series A 8%
(3)
|
|
366,666
|
|
|
—
|
|
|
425,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,817
|
)
|
|
421,525
|
|
|
0.22
|
%
|
Total Interactive Learning
|
|
|
|
—
|
|
|
13,453,718
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,894
|
)
|
|
13,386,824
|
|
|
6.85
|
%
|
|||||||||
Total Preferred Stock
|
|
|
|
$
|
625,000
|
|
|
$
|
22,669,458
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,036,750
|
)
|
|
$
|
21,632,708
|
|
|
11.07
|
%
|
||
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-3, Strike Price $1.33, Expiration Date 4/4/2021
(10)
|
|
187,500
|
|
|
$
|
—
|
|
|
$
|
1,875
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,375
|
|
|
$
|
26,250
|
|
|
0.01
|
%
|
|
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 10/6/2021
(10)
|
|
500,000
|
|
|
—
|
|
|
160,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|
145,000
|
|
|
0.07
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series A-4, Strike Price $1.33, Expiration Date 7/18/2021
|
|
250,000
|
|
|
—
|
|
|
102,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,500
|
)
|
|
70,000
|
|
|
0.04
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 11/29/2021
|
|
100,000
|
|
|
—
|
|
|
41,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,444
|
)
|
|
556
|
|
|
0.00
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 5/29/2022
|
|
125,000
|
|
|
—
|
|
|
80,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,306
|
)
|
|
694
|
|
|
0.00
|
%
|
||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Preferred Warrant Series B, Strike Price $2.31, Expiration Date 12/31/2023
(10)
|
|
250,000
|
|
|
—
|
|
|
—
|
|
|
5,080
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
5,000
|
|
|
0.00
|
%
|
||||||||
Total Global Innovation Platform
|
|
|
|
—
|
|
|
385,375
|
|
|
5,080
|
|
|
—
|
|
|
—
|
|
|
(142,955
|
)
|
|
247,500
|
|
|
0.12
|
%
|
|||||||||
Total Warrants
|
|
|
|
$
|
—
|
|
|
$
|
385,375
|
|
|
$
|
5,080
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(142,955
|
)
|
|
$
|
247,500
|
|
|
0.12
|
%
|
||
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Clean Technology
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.)–Common shares
|
|
100,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
Global Innovation Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)–Common shares
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||||
Total Common Stock
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
||
TOTAL CONTROLLED INVESTMENTS*
(2)
|
|
|
|
$
|
684,835
|
|
|
$
|
24,207,161
|
|
|
$
|
397,517
|
|
|
$
|
(592,129
|
)
|
|
$
|
(680
|
)
|
|
$
|
(1,195,135
|
)
|
|
$
|
22,816,733
|
|
|
11.68
|
%
|
||
NON-CONTROLLED/AFFILIATE INVESTMENTS
*
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Debt Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Corporate Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUX, Inc. (d/b/a CorpU)–Senior Subordinated Convertible Promissory Note 10% Due 2/14/2020***
(4)
|
|
$
|
1,360,489
|
|
|
$
|
104,256
|
|
|
$
|
1,259,712
|
|
|
$
|
102,257
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,480
|
)
|
|
$
|
1,360,489
|
|
|
0.70
|
%
|
Digital Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Ozy Media, Inc.–Convertible Promissory Note 5% Due 12/31/2018
(7)
|
|
$
|
2,102,384
|
|
|
268,104
|
|
|
1,067,639
|
|
|
133,031
|
|
|
(30,647
|
)
|
|
—
|
|
|
1,983,552
|
|
|
3,153,575
|
|
|
1.61
|
%
|
|||||||
Ozy Media, Inc.–Promissory Note 10% Due 2/12/2018***
(7)
|
|
$
|
—
|
|
|
2,384
|
|
|
—
|
|
|
100,000
|
|
|
(100,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||||||
Total Digital Media Platform
|
|
|
|
270,488
|
|
|
1,067,639
|
|
|
233,031
|
|
|
(130,647
|
)
|
|
—
|
|
|
1,983,552
|
|
|
3,153,575
|
|
|
1.61
|
%
|
|||||||||
Social Cognitive Learning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Declara, Inc.–Convertible Promissory Note 12% Due 4/30/2018
(6)(9)
|
|
$
|
2,327,727
|
|
|
207,069
|
|
|
1,120,329
|
|
|
212,254
|
|
|
—
|
|
|
—
|
|
|
(1,332,583
|
)
|
|
—
|
|
|
—
|
%
|
|||||||
Total Debt Investments
|
|
|
|
$
|
581,813
|
|
|
$
|
3,447,680
|
|
|
$
|
547,542
|
|
|
$
|
(130,647
|
)
|
|
$
|
—
|
|
|
$
|
649,489
|
|
|
$
|
4,514,064
|
|
|
2.31
|
%
|
||
Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Corporate Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
CUX, Inc. (d/b/a CorpU)–Convertible preferred shares, Series D 6%
|
|
169,033
|
|
|
$
|
—
|
|
|
$
|
989,489
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(111,484
|
)
|
|
$
|
878,005
|
|
|
0.45
|
%
|
|
CUX, Inc. (d/b/a CorpU) -Convertible preferred shares, Series C 8%
|
|
615,763
|
|
|
—
|
|
|
480,184
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480,184
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
Total Corporate Education
|
|
|
|
—
|
|
|
1,469,673
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(591,668
|
)
|
|
878,005
|
|
|
0.45
|
%
|
|||||||||
Social Cognitive Learning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Declara, Inc.–Preferred shares, Series A 8%
|
|
10,716,390
|
|
|
—
|
|
|
382,678
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(382,678
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
Education Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
EdSurge, Inc.–Preferred shares, Series A-1
|
|
378,788
|
|
|
—
|
|
|
500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250,000
|
)
|
|
250,000
|
|
|
0.13
|
%
|
||||||||
EdSurge, Inc.–Preferred shares, Series A
|
|
494,365
|
|
|
—
|
|
|
581,917
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(312,069
|
)
|
|
269,848
|
|
|
0.14
|
%
|
||||||||
Total Education Media Platform
|
|
|
|
—
|
|
|
1,081,917
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(562,069
|
)
|
|
519,848
|
|
|
0.27
|
%
|
|||||||||
Knowledge Networks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Maven Research, Inc.–Preferred shares, Series C
|
|
318,979
|
|
|
—
|
|
|
501,240
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501,240
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
Maven Research, Inc.–Preferred shares, Series B
|
|
49,505
|
|
|
—
|
|
|
50,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
Total Knowledge Networks
|
|
|
|
—
|
|
|
551,240
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(551,240
|
)
|
|
—
|
|
|
—
|
%
|
|||||||||
Digital Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
OzyMedia, Inc.–Preferred shares, Series B 6%
|
|
922,509
|
|
|
—
|
|
|
2,367,022
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,367,022
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
OzyMedia, Inc.–Preferred shares, Series A 6%
|
|
1,090,909
|
|
|
—
|
|
|
1,419,810
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,419,810
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
OzyMedia, Inc.–Preferred shares, Series Seed 6%
|
|
500,000
|
|
|
—
|
|
|
236,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(236,635
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
Total Digital Media Platform
|
|
|
|
—
|
|
|
4,023,467
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,023,467
|
)
|
|
—
|
|
|
—
|
%
|
Total Preferred Stock
|
|
|
|
$
|
—
|
|
|
$
|
7,508,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6,111,122
|
)
|
|
$
|
1,397,854
|
|
|
0.72
|
%
|
||
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Corporate Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
CUX, Inc. (d/b/a CorpU) –Preferred warrants, Series D, Strike Price $4.59, Expiration Date 2/14/2020
(5)
|
|
16,903
|
|
|
$
|
—
|
|
|
$
|
2,366
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,580
|
|
|
$
|
19,946
|
|
|
0.01
|
%
|
|
Digital Media Platform
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
OzyMedia, Inc.–Common Warrants, Strike Price $0.01, Expiration Date 4/9/2028
(7)
|
|
295,565
|
|
|
—
|
|
|
—
|
|
|
30,647
|
|
|
—
|
|
|
—
|
|
|
(30,647
|
)
|
|
—
|
|
|
—
|
%
|
||||||||
Total Warrants
|
|
|
|
|
$
|
—
|
|
|
$
|
2,366
|
|
|
$
|
30,647
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(13,067
|
)
|
|
$
|
19,946
|
|
|
0.01
|
%
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Online Education
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Curious.com, Inc.–Common shares
(11)
|
|
1,135,944
|
|
|
$
|
—
|
|
|
$
|
5,514,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,514,077
|
)
|
|
$
|
—
|
|
|
—
|
%
|
|
Total Common Stock
|
|
|
|
$
|
—
|
|
|
$
|
5,514,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,514,077
|
)
|
|
$
|
—
|
|
|
—
|
%
|
||
TOTAL NON-CONTROLLED/AFFILIATE INVESTMENTS*
(1)
|
|
|
|
|
$
|
581,813
|
|
|
$
|
16,473,098
|
|
|
$
|
578,189
|
|
|
$
|
(130,647
|
)
|
|
$
|
—
|
|
|
$
|
(10,988,777
|
)
|
|
$
|
5,931,863
|
|
|
3.04
|
%
|
*
|
All portfolio investments are non-income-producing, unless otherwise identified. Equity investments are subject to lock-up restrictions upon their IPO. Preferred dividends are generally only payable when declared and paid by the portfolio company's board of directors. Unless otherwise noted, all investments were pledged as collateral under the Credit Facility. The Company’s and GSV Asset Management’s officers and staff, as applicable, may serve on the board of directors of the Company’s portfolio investments. (Refer to “Note 3—Related-Party Arrangements”). All portfolio investments are considered Level 3 and valued using significant unobservable inputs, unless otherwise noted. (Refer to “Note 4—Investments at Fair Value”). All portfolio investments are considered Level 3 and valued using unobservable inputs, unless otherwise noted. All of the Company's portfolio investments are restricted as to resale, unless otherwise noted, and were valued at fair value as determined in good faith by the Company’s Board of Directors. (Refer to "Note 2—Significant Accounting Policies—
Investments at Fair Value
").
|
**
|
Indicates assets that GSV Capital Corp. believes do not represent “qualifying assets” under Section 55(a) of the 1940 Act.
|
***
|
Investment is income-producing.
|
(1)
|
“Affiliate Investments” are investments in those companies that are “Affiliated Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, a company is deemed to be an “Affiliate” of GSV Capital Corp. if GSV Capital Corp. owns 5% or more of the voting securities (
i.e.
, securities with the right to elect directors) of such company.
|
(2)
|
“Control Investments” are investments in those companies that are “Controlled Companies” of GSV Capital Corp., as defined in the 1940 Act. In general, under the 1940 Act, the Company would “Control” a portfolio company if the Company owned more than 25% of its outstanding voting securities (i.e., securities with the right to elect directors) and/or had the power to exercise control over the management or policies of such portfolio company.
|
(3)
|
GSV Capital Corp.’s investments in StormWind, LLC are held through GSV Capital Corp.'s wholly owned subsidiary, GSVC SW Holdings, Inc.
|
(4)
|
Interest will accrue daily on the unpaid principal balance of the note. Interest began compounding annually on November 26, 2015. Accrued interest is not payable until the earlier of (a) the closing of a subsequent equity offering by CUX, Inc. (d/b/a CorpU), or (b) the maturity of the note. On October 31, 2018, GSV Capital Corp. agreed to extend the maturity of the Senior Subordinated Convertible Promissory Note to CUX, Inc. (d/b/a CorpU) until February 14, 2020, with a new interest rate of 10%. Accrued interest will continue to be compounded annually on November 26 of the current and each subsequent year until repaid.
|
(5)
|
On February 23, 2018, CUX, Inc. (d/b/a CorpU) agreed to extend the maturity of the GSV Capital Corp.'s Series D warrants until August 1, 2018. On July 31, 2018, CUX, Inc. (d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp.'s Series D warrants until November 26, 2018. On October 31, 2018, an
d in connection with the extension of the maturity date on the related debt investment, CUX, Inc. (d/b/a CorpU) agreed to further extend the maturity of GSV Capital Corp's Series D warrants until February 14, 2020.
|
(6)
|
On January 31, 2018, the maturity date of the convertible promissory note to Declara, Inc. was extended an additional three months to April 30, 2018 and the interest rate on the convertible promissory note increased to 12% per annum (including 365 days for the purposes of accrual). On January 31, 2018 the convertible promissory note to Declara Inc. was placed on non-accrual status. On April 30, 2018, the Company deemed this investment to be in default based on Declara Inc.'s financial position.
|
(7)
|
Effe
ctive April 9, 2018, the term of Ozy Media Inc.'s notes were extended through the issuance of a new convertible promissory note, which extended the maturity date of the existing notes to October 31, 2018 and then to December 31, 2018 once certain conditions were satisfied. Effective August 17, 2018, Ozy Media Inc. executed an additional debt amendment, which expanded its borrowing limit. In consideration for amending and restating the existing notes, the Company was issued warrants exercisable for 295,565 shares of Ozy Media Inc.'s common stock. Subsequent to the year-ended December 31, 2018, Ozy Media Inc.'s obligations under its financing arrangements with the Company became past due.
|
(8)
|
On January 12, 2018, the unsecured promissory note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) was repaid, with interest.
|
(9)
|
As of
December 31, 2018
, the investments noted had been placed on non-accrual status.
|
(10)
|
Effective July 31, 2018, GSV Capital Corp agreed to extend the Convertible Promissory Note to NestGSV, Inc. (d/b/a GSV Labs, Inc.) until December 31, 2018, with a new interest rate of 12%. Previously accrued interest will be capitalized into the principal of the extended note. On December 31, 2018, GSV Capital Corp extended the maturity of the Convertible Promissory Note to December 31, 2019, compounded the previously accrued and then-outstanding interest and invested an additional $300,000. The Convertible Promissory Note continues to accrue interest at 12%. In consideration for the extension and additional investment, the 500,000 Series A-3 Preferred Warrants due April 4, 2019 and the 187,500 Series A-4 Preferred Warrants due October 6, 2019, were extended to April 4, 2021 and October 6, 2021, respectively. The Company also received an additional 250,000 Series B Preferred Warrants due December 31, 2023.
|
(11)
|
On June 8, 2018, Curious.com, Inc. completed a recapitalization and issued new Series C preferred shares. In connection with the offering, GSV Capital Corp.'s 3,407,834 Series B preferred shares were converted into common shares. Additionally, a 1:3 reverse stock split was declared on the now common shares.
|
(12)
|
The SPBRX, INC. (f/k/a GSV Sustainability Partners, Inc.) preferred shares held by GSV Capital Corp. do not entitle GSV Capital Corp. to a preferred dividend rate. During the year ended December 31, 2018, SPBRX, INC. declared, and GSV Capital Corp. received, an aggregate of $625,000 in cash distributions. GSV Capital Corp. does not anticipate that SPBRX, INC. will pay distributions on a quarterly or regular basis or become a predictable distributor of distributions.
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Earnings per common share–basic:
|
|
|
|
||||
Net increase in net assets resulting from operations
|
$
|
17,159,613
|
|
|
$
|
6,966,296
|
|
Weighted-average common shares–basic
|
19,762,647
|
|
|
21,150,662
|
|
||
Earnings per common share–basic
|
$
|
0.87
|
|
|
$
|
0.33
|
|
Earnings per common share–diluted:
|
|
|
|
||||
Net increase in net assets resulting from operations
|
$
|
17,159,613
|
|
|
$
|
6,966,296
|
|
Adjustment for interest and amortization on 5.25% Convertible Senior Notes due 2018
(1)
|
—
|
|
|
1,050,668
|
|
||
Adjustment for interest and amortization on 4.75% Convertible Senior Notes due 2023
(1)
|
566,017
|
|
|
18,738
|
|
||
Net increase in net assets resulting from operations, as adjusted
|
$
|
17,725,630
|
|
|
$
|
8,035,702
|
|
Adjustment for dilutive effect of 5.25% Convertible Senior Notes due 2018
(1)
|
—
|
|
|
5,355,697
|
|
||
Adjustment for dilutive effect of 4.75% Convertible Senior Notes due 2023
(1)
|
3,731,344
|
|
|
207,297
|
|
||
Weighted-average common shares outstanding–diluted
|
23,493,991
|
|
|
26,713,656
|
|
||
Earnings per common share–diluted
|
$
|
0.75
|
|
|
$
|
0.30
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Per Basic Share Data
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
Net asset value at beginning of the year
|
|
$
|
9.89
|
|
|
$
|
9.64
|
|
Net investment income
(1)
|
|
0.03
|
|
|
—
|
|
||
Net realized loss on investments
(1)
|
|
(0.21
|
)
|
|
(0.04
|
)
|
||
Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018
(1)
|
|
—
|
|
|
(0.02
|
)
|
||
Net change in unrealized appreciation/(depreciation) of investments
(1)
|
|
1.05
|
|
|
0.38
|
|
||
Provision for taxes on unrealized appreciation of investments
(1)
|
|
(0.01
|
)
|
|
—
|
|
||
Repurchase of common stock
(1)
|
|
—
|
|
|
0.03
|
|
||
Net asset value at end of period
|
|
$
|
10.75
|
|
|
$
|
9.99
|
|
Per share market value at end of period
|
|
$
|
7.58
|
|
|
$
|
7.54
|
|
Total return based on market value
(2)
|
|
45.21
|
%
|
|
38.35
|
%
|
||
Total return based on net asset value
(2)
|
|
8.70
|
%
|
|
3.62
|
%
|
||
Shares outstanding at end of period
|
|
19,762,647
|
|
|
21,066,538
|
|
||
Ratios/Supplemental Data:
|
|
|
|
|
||||
Net assets at end of period
|
|
$
|
212,537,772
|
|
|
$
|
210,487,734
|
|
Average net assets
|
|
$
|
194,819,568
|
|
|
$
|
204,070,345
|
|
Ratio of gross operating expenses to average net assets
(3)
|
|
4.15
|
%
|
|
10.14
|
%
|
||
Ratio of incentive fee waiver to average net assets
|
|
—
|
%
|
|
(2.45
|
)%
|
||
Ratio of management fee waiver to average net assets
|
|
—
|
%
|
|
(0.31
|
)%
|
||
Ratio of income tax provision to average net assets
|
|
0.05
|
%
|
|
—
|
%
|
||
Ratio of net operating expenses to average net assets
(3)
|
|
4.20
|
%
|
|
7.38
|
%
|
||
Ratio of net investment loss to average net assets
(3)
|
|
1.29
|
%
|
|
0.02
|
%
|
||
Portfolio Turnover Ratio
|
|
4.85
|
%
|
|
0.11
|
%
|
(1)
|
Based on weighted-average number of shares outstanding for the relevant period.
|
(2)
|
Total return based on market value is based on the change in market price per share between the opening and ending market values per share in the year. Total return based on net asset value is based upon the change in net asset value per share between the opening and ending net asset values per share.
|
(3)
|
Financial Highlights for periods of less than one year are annualized and the ratios of operating expenses to average net assets and net investment loss to average net assets are adjusted accordingly. Non-recurring expenses, including the $5.0 million accrued incentive fee forfeiture pursuant to the Waiver Agreement, are not annualized. For the
three months ended March 31, 2019
, the Company excluded $2,387,356 of non-recurring expenses and did not annualize the income tax provision. For the three months ended March 31, 2018 the
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Aggregate principal amount of 4.75% Convertible Senior Notes due 2023
|
$
|
40,000,000
|
|
|
$
|
40,000,000
|
|
Direct deduction of deferred debt issuance costs
|
$
|
(1,474,472
|
)
|
|
$
|
(1,565,489
|
)
|
4.75% Convertible Senior Notes due 2023 Payable
|
$
|
38,525,528
|
|
|
$
|
38,434,511
|
|
Portfolio Company
|
|
Transaction Date
|
|
Shares Sold
|
|
Average Net Share Price
(1)
|
|
Net Proceeds
|
|
Realized Gain/(Loss)
(2)
|
|||||||
Spotify Technology S.A.
(3)
|
|
Various
|
|
150,360
|
|
|
$
|
137.51
|
|
|
$
|
20,676,287
|
|
|
$
|
14,285,987
|
|
Dropbox, Inc.
(3)
|
|
Various
|
|
95,800
|
|
|
$
|
23.72
|
|
|
2,272,005
|
|
|
776,749
|
|
||
|
|
|
|
|
|
|
|
$
|
22,948,292
|
|
|
$
|
15,062,736
|
|
(1)
|
The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
|
(2)
|
Realized gain/(loss) does not include amounts held in escrow or any realized gain/(loss) incurred on the maturity of our U.S. Treasury investments.
|
(3)
|
As of
May 8, 2019
, we held
0
remaining shares of Spotify Technology S.A. and
779,190
remaining shares of Dropbox, Inc..
|
Income Statement Data for the Three Months Ended:
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Revenue
|
|
$
|
5,646,112
|
|
|
$
|
5,279,160
|
|
Gross profit
|
|
3,662,432
|
|
|
4,277,717
|
|
||
Loss from operations
|
|
(1,759,289
|
)
|
|
(1,788,903
|
)
|
||
Total net loss including net loss attributable to non-controlling interest
|
|
(1,759,289
|
)
|
|
(1,788,903
|
)
|
||
Net loss attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
•
|
our future operating results;
|
•
|
our business prospects and the prospects of our portfolio companies;
|
•
|
the impact of investments that we expect to make;
|
•
|
our contractual arrangements and relationships with third parties;
|
•
|
the dependence of our future success on the general economy and its impact on the industries in which we invest;
|
•
|
the ability of our portfolio companies to achieve their objectives;
|
•
|
our expected financings and investments;
|
•
|
the adequacy of our cash resources and working capital; and
|
•
|
the timing of cash flows, if any, from the operations of our portfolio companies.
|
•
|
an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
|
•
|
an economic downturn could disproportionately impact the market sectors in which a significant portion of our portfolio is concentrated, causing us to suffer losses in our portfolio;
|
•
|
a contraction of available credit and/or an inability to access the equity markets could impair our investment activities;
|
•
|
interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy; and
|
•
|
the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” in our quarterly reports on Form 10-Q, our annual report on Form 10-K, and in our other filings with the SEC.
|
Portfolio Company
|
|
Investment
|
|
Transaction Date
|
|
Gross Payments
|
||
Neutron Holdings, Inc. (d/b/a/ Lime)
|
|
Preferred shares, Series D
|
|
1/25/2019
|
|
$
|
10,000,000
|
|
Total
|
|
|
|
|
|
$
|
10,000,000
|
|
Portfolio Investment
|
|
Transaction
Date
|
|
Shares Sold
|
|
Average Net Share Price
(1)
|
|
Net Proceeds
|
|
Realized Gain/(Loss)
(2)
|
||||||
Declara, Inc.
(3)
|
|
3/11/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,334,151
|
)
|
||
Spotify Technology S.A.
(4)
|
|
Various
|
|
85,000
|
|
|
139.66
|
|
|
11,871,346
|
|
|
8,259,563
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
11,871,346
|
|
|
$
|
(4,074,588
|
)
|
(1)
|
The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
|
(2)
|
Realized gain/(loss) does not include amounts held in escrow or any realized gain/(loss) incurred on the maturity of our U.S. Treasury investments.
|
(3)
|
On March 11, 2019, Declara, Inc. entered into a definitive agreement to be acquired by Declara Holdings, Inc., a subsidiary of Futuryng, Inc. Despite the existence of an earn-out provision, as a result of the transaction, the Company does not expect to receive any proceeds. The exit of Declara, Inc. included a 12% Convertible Promissory Note with a principal value of $2,334,152.
|
(4)
|
The sale of Spotify Technology on March 28, 2019 settled subsequent to quarter end. As of March 31, 2019, we held 150,360 remaining shares of Spotify Technology S.A..
|
Portfolio Company
|
|
Investment
|
|
Transaction Date
|
|
Gross Payments
|
||
Ozy Media, Inc.
(1)
|
|
Promissory Note 10% Due 2/12/2018
|
|
1/12/2018
|
|
$
|
100,000
|
|
Total
|
|
|
|
|
|
$
|
100,000
|
|
(1)
|
During the period, Ozy Media, Inc.’s obligations under its financing arrangements with the Company became past due. Effective April 9, 2018, the term of Ozy Media Inc.'s notes were extended through the issuance of a new convertible promissory note, which extended the maturity date of the existing notes to October 31, 2018, or December 31, 2018 if certain conditions are satisfied. In consideration for amending and restating the existing notes, the Company was issued warrants exercisable for a certain number of shares of Ozy Media Inc.'s common stock.
|
Portfolio Investment
|
Transaction
Date
|
|
Shares Sold
|
|
Average Net Share Price
(1)
|
|
Net Proceeds
|
|
Realized Gain/(Loss)
(4)
|
|||||||
Chegg, Inc.
|
1/3/2018
|
|
1,897
|
|
|
$
|
16.78
|
|
|
$
|
31,831
|
|
|
$
|
9,018
|
|
Chegg, Inc.
|
1/4/2018
|
|
9,103
|
|
|
16.79
|
|
|
152,799
|
|
|
43,327
|
|
|||
Chegg, Inc.
|
1/5/2018
|
|
36,212
|
|
|
16.78
|
|
|
607,623
|
|
|
172,139
|
|
|||
Chegg, Inc.
|
1/8/2018
|
|
15,888
|
|
|
16.86
|
|
|
267,905
|
|
|
76,837
|
|
|||
Chegg, Inc.
|
1/9/2018
|
|
36,900
|
|
|
16.78
|
|
|
619,356
|
|
|
175,598
|
|
|||
Chegg, Inc.
|
2/13/2018
|
|
200,000
|
|
|
19.31
|
|
|
3,861,271
|
|
|
1,457,883
|
|
|||
Chegg, Inc.
(2)
|
2/20/2018
|
|
200,000
|
|
|
19.53
|
|
|
3,905,530
|
|
|
1,503,045
|
|
|||
|
|
|
500,000
|
|
|
18.89
|
|
|
9,446,315
|
|
|
3,437,847
|
|
|||
NestGSV, Inc. (d/b/a GSV Labs, Inc.)
(3)
|
1/12/2018
|
|
N/A
|
|
N/A
|
|
|
592,129
|
|
|
(680
|
)
|
||||
Avenues Global Holdings, LLC
|
1/22/2018
|
|
10,014,270
|
|
|
0.59
|
|
|
5,923,795
|
|
|
(4,228,059
|
)
|
|||
Total
|
|
|
|
|
|
|
$
|
15,962,239
|
|
|
$
|
(790,892
|
)
|
(1)
|
The average net share price is the net share price realized after deducting all commissions and fees on the sale(s), if applicable.
|
(2)
|
As of February 22, 2018, all remaining shares of Chegg, Inc. held by the Company had been sold.
|
(3)
|
Represents repayment of the 12% Unsecured Promissory Note Due 1/15/2018
|
(4)
|
Realized gains/(losses) exclude any realized gains/(losses) incurred on the maturity of our U.S. Treasury investments.
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Total Investment Income
|
$
|
227,250
|
|
|
$
|
249,335
|
|
Interest income
|
227,250
|
|
|
249,335
|
|
||
Dividend income
|
—
|
|
|
—
|
|
||
Other income
|
—
|
|
|
—
|
|
||
Gross Operating Expenses
|
$
|
(392,452
|
)
|
|
$
|
5,396,806
|
|
Incentive fee waiver
|
—
|
|
|
(5,000,000
|
)
|
||
Management fee waiver
|
—
|
|
|
(154,944
|
)
|
||
Net Operating Expenses
|
$
|
(392,452
|
)
|
|
$
|
241,862
|
|
Management fees
|
848,723
|
|
|
1,323,576
|
|
||
Incentive fees
|
(4,660,472
|
)
|
|
1,471,334
|
|
||
Costs incurred under Administration Agreement
|
306,084
|
|
|
424,145
|
|
||
Directors’ fees
|
86,250
|
|
|
86,250
|
|
||
Professional fees
|
2,061,922
|
|
|
339,898
|
|
||
Interest expense
|
604,168
|
|
|
1,140,063
|
|
||
Income tax expense
|
3,763
|
|
|
122,270
|
|
||
Other expenses
|
357,110
|
|
|
489,270
|
|
||
Net Investment Income/(Loss)
|
$
|
619,702
|
|
|
$
|
7,473
|
|
Net realized gain/(loss) on investments
|
(4,065,693
|
)
|
|
(776,725
|
)
|
||
Realized loss on partial repurchase of 5.25% Convertible Senior Notes due 2018
|
—
|
|
|
—
|
|
||
Net change in unrealized appreciation/(depreciation) of investments
|
20,699,751
|
|
|
8,133,394
|
|
||
Benefit from taxes on unrealized depreciation of investments
|
$
|
(94,147
|
)
|
|
$
|
—
|
|
Net Increase in Net Assets Resulting from Operations
|
$
|
17,159,613
|
|
|
$
|
6,966,296
|
|
Portfolio Company
|
|
Net Change in Unrealized Appreciation/(Depreciation) For the Three Months Ended March 31, 2019
|
||
Declara, Inc.
(1)
|
|
$
|
12,334,151
|
|
Course Hero, Inc.
|
|
6,465,582
|
|
|
Lyft, Inc.
|
|
6,465,404
|
|
|
Coursera, Inc.
|
|
5,573,492
|
|
|
Enjoy Technology, Inc.
|
|
3,624,952
|
|
|
Dropbox, Inc.
|
|
1,198,736
|
|
|
Stormwind, LLC
|
|
(1,002,245
|
)
|
|
Ozy Media, Inc.
|
|
(1,576,788
|
)
|
|
CUX, Inc. (d/b/a CorpU)
|
|
(1,741,045
|
)
|
|
Knewton, Inc.
|
|
(2,122,494
|
)
|
|
Spotify Technology S.A.
(2)
|
|
(2,231,608
|
)
|
|
NestGSV, Inc. (d/b/a GSV Labs, Inc.)
|
|
(4,528,993
|
)
|
|
Palantir Technologies, Inc.
|
|
(3,916,913
|
)
|
|
Other
(3)
|
|
2,157,520
|
|
|
Total
|
|
$
|
20,699,751
|
|
(1)
|
The change in unrealized appreciation for these investments resulted from writing off an investment that was previously reduced in value to zero.
|
(2)
|
The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial sale of the relevant investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
|
(3)
|
“Other” represents investments (including U.S. Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the
three months ended March 31, 2019
.
|
Portfolio Company
|
|
Net Change in Unrealized Appreciation/ (Depreciation) For the Three Months Ended March 31, 2018
|
|
||
Dropbox, Inc.
|
|
6,186,547
|
|
|
|
NestGSV, Inc. (d/b/a GSV Labs, Inc.)
|
|
5,749,829
|
|
|
|
Avenues Global Holdings, LLC
(2)
|
|
4,243,435
|
|
|
|
Lyft, Inc.
|
|
2,113,462
|
|
|
|
Course Hero, Inc.
|
|
1,111,915
|
|
|
|
Declara, Inc.
|
|
(1,027,830
|
)
|
|
|
Lytro, Inc.
|
|
(1,100,464
|
)
|
|
|
General Assembly Space, Inc.
|
|
(1,252,940
|
)
|
|
|
Chegg, Inc.
(2)
|
|
(2,151,532
|
)
|
|
|
Curious.com, Inc.
|
|
(5,514,077
|
)
|
|
|
Other
(3)
|
|
(224,951
|
)
|
|
|
Total
|
|
$
|
8,133,394
|
|
|
(1)
|
The change in unrealized appreciation for these investments resulted from writing off an investment that was previously reduced in value to zero.
|
(2)
|
The change in unrealized appreciation/(depreciation) reflected for these investments resulted from the full or partial sale of the relevant investment, which resulted in the reversal of previously accrued unrealized appreciation/(depreciation), as applicable.
|
(3)
|
“Other” represents investments (including U.S. Treasury bills) for which individual change in unrealized appreciation/(depreciation) was less than $1.0 million for the three months ended March 31, 2018.
|
Cash Reserves and Liquid Securities
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Cash
|
|
$
|
24,997,482
|
|
|
$
|
28,184,163
|
|
Borrowing availability under the Credit Facility
(1)
|
|
12,000,000
|
|
|
12,000,000
|
|
||
Securities of publicly traded portfolio companies:
|
|
|
|
|
||||
Unrestricted securities
(2)
|
|
39,944,750
|
|
|
44,589,406
|
|
||
Subject to other sales restrictions
(3)
|
|
22,075,716
|
|
|
—
|
|
||
Total securities of publicly traded portfolio companies
|
|
62,020,466
|
|
|
44,589,406
|
|
||
Total Cash Reserves and Liquid Securities
|
|
$
|
99,017,948
|
|
|
$
|
84,773,569
|
|
(1)
|
Subject to leverage and borrowing base restrictions and other requirements under the Credit Facility as of
March 31, 2019
and
December 31, 2018
. Refer to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of
March 31, 2019
for details.
|
(2)
|
“Unrestricted securities” represents common stock of our publicly traded companies that are not subject to any restrictions upon sale. We may incur losses if we liquidate these positions to pay operating expenses or fund new investments. As of
March 31, 2019
, this balance represents our shares of common stock in Spotify Technology S.A. and Dropbox, Inc.
|
(3)
|
As of March 31, 2019, this balance represents our shares of common stock of Lyft, Inc.
|
|
Payments Due By Period (dollars in millions)
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1–3 years
|
|
3–5 years
|
|
More than
5 years
|
||||||||||
Payable for securities purchased
(1)
|
$
|
89.5
|
|
|
$
|
89.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Credit Facility payable
(2)(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Convertible Senior Notes
(4)
|
40.0
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
|
—
|
|
|||||
Total
|
$
|
129.5
|
|
|
$
|
89.5
|
|
|
$
|
—
|
|
|
$
|
40.0
|
|
|
$
|
—
|
|
(1)
|
“Payable for securities purchased” relates to the purchase of the U.S. Treasury bill on margin. This balance was subsequently repaid on April 4, 2019, when the $100.0 million United States Treasury bill matured and the $10.5 million margin deposit that we posted as collateral was returned.
|
(2)
|
The total unused amount available under the Credit Facility as of
March 31, 2019
was $12.0 million.
|
(3)
|
The weighted-average interest rate incurred under the Credit Facility was 0.00% for the
three months ended March 31, 2019
and the
year ended December 31, 2018
.
|
(4)
|
The balance shown for the "Convertible Senior Notes" reflects the principal balance payable to investors for the
4.75% Convertible Senior Notes due 2023
as of
March 31, 2019
. Refer to “Note 10—Debt Capital Activities” to our condensed consolidated financial statements as of
March 31, 2019
for more information.
|
Date Declared
|
|
Record Date
|
|
|
Payment Date
|
|
Amount per Share
|
|
Fiscal Year 2015:
|
|
|
|
|
|
|
|
|
November 4, 2015
(1)
|
|
November 16, 2015
|
|
|
December 31, 2015
|
|
$
|
2.76
|
Fiscal Year 2016:
|
|
|
|
|
|
|
|
|
August 3, 2016
(2)
|
|
August 16, 2016
|
|
|
August 24, 2016
|
|
|
0.04
|
Total
|
|
|
|
|
|
|
$
|
2.80
|
(1)
|
The distribution was paid in cash or shares of our common stock at the election of stockholders, although the total amount of cash distributed to all stockholders was limited to approximately 50% of the total distribution to be paid to all stockholders. As a result of stockholder elections, the distribution consisted of approximately 2,860,903 shares of common stock issued in lieu of cash, or approximately 14.8% of our outstanding shares prior to the distribution, as well as cash of $26,358,885. The number of shares of common stock comprising the stock portion was calculated based on a price of $9.425 per share, which equaled the average of the volume weighted-average trading price per share of our common stock on December 28, 29 and 30, 2015. None of the $2.76 per share distribution represented a return of capital.
|
(2)
|
Of the total distribution of $887,240 on August 24, 2016, $820,753 represented a distribution from realized gains and $66,487 represented a return of capital.
|
Basis Point Change(1)
|
|
Interest
Income |
|
Interest
Expense |
|
Net
Income/(Loss) |
||||||
Up 300 Basis points
|
|
$
|
—
|
|
|
$
|
90,000
|
|
|
$
|
(90,000
|
)
|
Up 200 Basis points
|
|
$
|
—
|
|
|
$
|
60,000
|
|
|
$
|
(60,000
|
)
|
Up 100 Basis points
|
|
$
|
—
|
|
|
$
|
30,000
|
|
|
$
|
(30,000
|
)
|
Down 100 Basis points
|
|
$
|
—
|
|
|
$
|
(30,000
|
)
|
|
$
|
30,000
|
|
Down 200 Basis points
|
|
$
|
—
|
|
|
$
|
(60,000
|
)
|
|
$
|
60,000
|
|
Down 300 Basis points
|
|
$
|
—
|
|
|
$
|
(90,000
|
)
|
|
$
|
90,000
|
|
(1)
|
Assumes we have borrowed $12.0 million under the Credit Facility for the
three months ended March 31, 2019
. Our actual borrowings under the Credit Facility will vary based on our needs throughout the year. For the
three months ended March 31, 2019
, our actual average borrowings under the Credit Facility were
$0
.
|
Item 4
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
(1)
|
On August 8, 2017, we announced the $5.0 million discretionary open-market Share Repurchase Program under which our Board of Directors authorized the repurchase of shares of our common stock in the open market until the earlier of (i) August 6, 2018 or (ii) the repurchase of $5.0 million in aggregate amount of our common stock. On November 7, 2017, our Board of Directors authorized an extension of, and an increase in the amount of shares of our common stock that may be repurchased under, the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $10.0 million in aggregate amount of our common stock. On May 3, 2018, the Company’s Board of Directors authorized an additional $5.0 million increase in the amount of shares of our common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) November 6, 2018 or (ii) the repurchase of $15.0 million in aggregate amount of our common stock. On November 1, 2018, the Company’s Board of Directors authorized a $5.0 million increase in the amount of shares of the Company’s common stock that may be repurchased under the discretionary Share Repurchase Program until the earlier of (i) October 31, 2019 or (ii) the repurchase of $20.0 million in aggregate amount of the Company’s common stock.The timing and number of shares to be repurchased will depend on a number of factors, including market conditions and alternative investment opportunities. The Share Repurchase Program may be suspended, terminated or modified at any time for any reason and does not obligate us to acquire any specific number of shares of our common stock. Subsequent to quarter-end, through
May 8, 2019
, we did not repurchase any additional shares of our common stock pursuant to the Share Repurchase Program. As of
May 8, 2019
, the dollar value of shares that may yet be purchased by us under the Share Repurchase Program is approximately
$4.8 million
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 6.
|
Exhibits
|
3.1
|
|
3.2
|
|
3.3
|
Bylaws
(1)
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
(1)
|
Previously filed in connection with Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-171578) filed on March 30, 2011, and incorporated by reference herein.
|
(2)
|
Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on June 1, 2011, and incorporated by reference herein.
|
(3)
|
Previously filed in connection with the Registrant’s Current Report on Form 8-K (File No. 814-00852) filed on March 14, 2019, and incorporated by reference herein.
|
*
|
Filed herewith.
|
|
|
|
GSV CAPITAL CORP.
|
|
|
|
|
Date:
|
May 9, 2019
|
By:
|
/s/ Mark D. Klein
|
|
|
|
Mark D. Klein
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
May 9, 2019
|
By:
|
/s/ Allison Green
|
|
|
|
Allison Green
|
|
|
|
Chief Financial Officer, Controller, Treasurer, and Corporate Secretary
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
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