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10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 814-01180

Runway Growth Finance Corp.

(Exact name of registrant as specified in its charter)


Maryland	47-5049745
(State of incorporation)	(I.R.S. Employer Identification No.)


205 N. Michigan Ave., Suite 4200
Chicago, IL	60601
(Address of principal executive offices)	(Zip Code)

(312) 281‑6270

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share 7.50% Notes due 2027	RWAY RWAYL	Nasdaq Global Select Market LLC Nasdaq Global Select Market LLC
8.00% Notes due 2027	RWAYZ	Nasdaq Global Select Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. Refer to the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

The issuer had 40,509,269 shares of common stock, $0.01 par value per share, outstanding as of August 8, 2023.

Table of Contents

RUNWAY GROWTH FINANCE CORP.

FORM 10‑Q FOR THE QUARTER ENDED June 30, 2023

Table of Contents


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Statements of Assets and Liabilities as of June 30, 2023 (unaudited) and December 31, 2022	1

	Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)	2

	Statements of Changes in Net Assets for the three and six months ended June 30, 2023 and 2022 (unaudited)	3

	Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	4

	Schedule of Investments as of June 30, 2023 (unaudited)	5

	Schedule of Investments as of December 31, 2022	13

	Notes to Financial Statements (unaudited)	20

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	62

PART II.	OTHER INFORMATION	63

Item 1.	Legal Proceedings	63

Item 1A.	Risk Factors	63

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	63

Item 4.	Mine Safety Disclosures	64

Item 5.	Other Information	64

Item 6.	Exhibits	65

SIGNATURES		66

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RUNWAY GROWTH FINANCE CORP.

Statements of Assets and Liabilities

(In thousands, except share and per share data)


	June 30, 2023			December 31, 2022
	(Unaudited)
Assets
Investments at fair value:
Non-control/non-affiliate investments at fair value (cost of $1,048,488 and $1,126,879, respectively)	$	1,036,661		$	1,114,935
Affiliate investments at fair value (cost of $55,603 and $4,551, respectively)		47,047			2,084
Control investments at fair value (cost of $17,963 and $19,172, respectively)		11,613			9,290
Total investments at fair value (cost of $1,122,054 and $1,150,602, respectively)		1,095,321			1,126,309
Cash and cash equivalents		37,740			5,761
Interest and fees receivable		8,110			8,766
Other assets		470			930
Total assets		1,141,641			1,141,766
Liabilities
Debt:
Credit facility		310,000			337,000
2026 Notes		95,000			70,000
2027 Notes		152,250			152,250
Unamortized deferred debt costs		(9,977	)		(10,293	)
Total debt, less unamortized deferred debt costs		547,273			548,957
Incentive fees payable		10,817			8,808
Interest payable		8,291			6,221
Accrued expenses and other liabilities		1,362			1,728
Total liabilities		567,743			565,714
Commitments and contingencies (Note 8)
Net assets
Common stock, par value		414			414
Additional paid-in capital		605,774			605,774
Distributable earnings (losses)		(21,474	)		(19,320	)
Treasury stock		(10,816	)		(10,816	)
Total net assets	$	573,898		$	576,052