UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014 |
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO |
COMMISSION FILE NUMBER: 814-00802
HORIZON TECHNOLOGY FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE | 27-2114934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
312 Farmington Avenue | |
Farmington, CT | 06032 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (860) 676-8654
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 þ No ¨ ..
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer þ | Non-accelerated filer ¨ | Smaller Reporting Company ¨ |
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ .
As of August 5, 2014, the Registrant had 9,622,420 shares of common stock, $0.001 par value, outstanding.
HORIZON TECHNOLOGY FINANCE CORPORATION
FORM 10-Q
TABLE OF CONTENTS
2 |
Item 1. Consolidated Financial Statements
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Assets and Liabilities (Unaudited)
(In thousands, except share data)
June 30, 2014 | December 31, 2013 | |||||||
Assets | ||||||||
Non-affiliate investments at fair value (cost of $222,495 and $234,310, respectively) (Note 4) | $ | 219,295 | $ | 221,284 | ||||
Cash | 6,268 | 25,341 | ||||||
Investments in money market funds | 9,582 | 1,188 | ||||||
Restricted investments in money market funds | 4,840 | 5,951 | ||||||
Interest receivable | 5,732 | 4,240 | ||||||
Other assets | 4,128 | 5,733 | ||||||
Total assets | $ | 249,845 | $ | 263,737 | ||||
Liabilities | ||||||||
Borrowings (Note 6) | $ | 107,536 | $ | 122,343 | ||||
Distributions payable | 3,319 | 3,315 | ||||||
Base management fee payable (Note 3) | 286 | 439 | ||||||
Incentive fee payable (Note 3) | — | 852 | ||||||
Other accrued expenses | 1,769 | 953 | ||||||
Total liabilities | 112,910 | 127,902 | ||||||
Commitments and Contingencies (Notes 7 and 8) | ||||||||
Net assets | ||||||||
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of June 30, 2014 and December 31, 2013 | — | — | ||||||
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 9,621,636 and 9,608,949 shares outstanding as of June 30, 2014 and December 31, 2013 | 10 | 10 | ||||||
Paid-in capital in excess of par | 155,149 | 154,975 | ||||||
Accumulated (distributions in excess of) undistributed net investment income | (856 | ) | 1,463 | |||||
Net unrealized depreciation on investments | (3,267 | ) | (13,026 | ) | ||||
Net realized loss on investments | (14,101 | ) | (7,587 | ) | ||||
Total net assets | 136,935 | 135,835 | ||||||
Total liabilities and net assets | $ | 249,845 | $ | 263,737 | ||||
Net asset value per common share | $ | 14.23 | $ | 14.14 |
See Notes to Consolidated Financial Statements
3 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(In thousands, except share data)
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Investment income | ||||||||||||||||
Interest income on non-affiliate investments | $ | 7,747 | $ | 8,407 | $ | 14,928 | $ | 15,754 | ||||||||
Fee income on non-affiliate investments | 950 | 380 | 1,304 | 402 | ||||||||||||
Total investment income | 8,697 | 8,787 | 16,232 | 16,156 | ||||||||||||
Expenses | ||||||||||||||||
Interest expense | 3,760 | 1,924 | 5,831 | 3,697 | ||||||||||||
Base management fee1 (Note 3) | 1,137 | 1,329 | 2,342 | 2,570 | ||||||||||||
Performance based incentive fee1 (Note 3) | — | 900 | 406 | 1,593 | ||||||||||||
Administrative fee (Note 3) | 293 | 317 | 537 | 602 | ||||||||||||
Professional fees | 1,280 | 311 | 2,114 | 693 | ||||||||||||
General and administrative | 351 | 325 | 602 | 546 | ||||||||||||
Total expenses | 6,821 | 5,106 | 11,832 | 9,701 | ||||||||||||
Net investment income before excise tax | 1,876 | 3,681 | 4,400 | 6,455 | ||||||||||||
Provision for excise tax | (40 | ) | (80 | ) | (80 | ) | (80 | ) | ||||||||
Net investment income | 1,836 | 3,601 | 4,320 | 6,375 | ||||||||||||
Net realized and unrealized gain (loss) on investments | ||||||||||||||||
Net realized loss on investments | (630 | ) | (62 | ) | (6,514 | ) | (272 | ) | ||||||||
Net unrealized appreciation (depreciation) on investments | 1,229 | (2,391 | ) | 9,759 | (1,972 | ) | ||||||||||
Net realized and unrealized gain (loss) on investments | 599 | (2,453 | ) | 3,245 | (2,244 | ) | ||||||||||
Net increase in net assets resulting from operations | $ | 2,435 | $ | 1,148 | $ | 7,565 | $ | 4,131 | ||||||||
Net investment income per common share | $ | 0.19 | $ | 0.38 | $ | 0.45 | $ | 0.67 | ||||||||
Net increase in net assets per common share | $ | 0.25 | $ | 0.12 | $ | 0.78 | $ | 0.43 | ||||||||
Distributions declared per share | $ | 0.345 | $ | 0.345 | $ | 0.69 | $ | 0.69 | ||||||||
Weighted average shares outstanding | 9,620,027 | 9,578,421 | 9,616,930 | 9,574,626 |
(1) | During the three and six months ended June 30, 2014, the Advisor waived $131 and $238 of base management fee, respectively. During the six months ended June 30, 2014, the Advisor waived $107 of performance based incentive fee. Had these expenses not been waived, the base management fee for three and six months ended June 30, 2014 would have been $1,268 and $2,580, respectively. The performance based incentive fee for six months ended June 30, 2014 would have been $513. |
See Notes to Consolidated Financial Statements
4 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets (Unaudited)
(In thousands, except share data)
Common | Paid-In Capital in Excess of | Accumulated (Distribution in Excess of) Undistributed Net Investment | Net Unrealized Depreciation on | Net Realized Loss on | Total Net | |||||||||||||||||||||||
Shares | Stock | Par | Income | Investments | Investments | Assets | ||||||||||||||||||||||
Balance at December 31, 2012 | 9,567,225 | $ | 10 | $ | 154,384 | $ | 1,428 | $ | (10,772 | ) | $ | (78 | ) | $ | 144,972 | |||||||||||||
Net increase in net assets resulting from operations | — | — | — | 6,375 | (1,972 | ) | (272 | ) | 4,131 | |||||||||||||||||||
Issuance of common stock under dividend reinvestment plan | 13,221 | — | 193 | — | — | — | 193 | |||||||||||||||||||||
Distributions declared | — | — | — | (6,609 | ) | — | — | (6,609 | ) | |||||||||||||||||||
Balance at June 30, 2013 | 9,580,446 | $ | 10 | $ | 154,577 | $ | 1,194 | $ | (12,744 | ) | $ | (350 | ) | $ | 142,687 | |||||||||||||
Balance at December 31, 2013 | 9,608,949 | $ | 10 | $ | 154,975 | $ | 1,463 | $ | (13,026 | ) | $ | (7,587 | ) | $ | 135,835 | |||||||||||||
Net increase in net assets resulting from operations | — | — | — | 4,320 | 9,759 | (6,514 | ) | 7,565 | ||||||||||||||||||||
Issuance of common stock under dividend reinvestment plan | 12,687 | — | 174 | — | — | — | 174 | |||||||||||||||||||||
Distributions declared | — | — | — | (6,639 | ) | — | — | (6,639 | ) | |||||||||||||||||||
Balance at June 30, 2014 | 9,621,636 | $ | 10 | $ | 155,149 | $ | (856 | ) | $ | (3,267 | ) | $ | (14,101 | ) | $ | 136,935 |
See Notes to Consolidated Financial Statements
5 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
For the Six Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Cash flows from operating activities: | ||||||||
Net increase in net assets resulting from operations | $ | 7,565 | $ | 4,131 | ||||
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used in) operating activities: | ||||||||
Amortization of debt issuance costs | 2,022 | 406 | ||||||
Net realized loss on investments | 7,651 | 62 | ||||||
Net unrealized (appreciation) depreciation on investments | (9,726 | ) | 1,972 | |||||
Purchase of investments | (43,990 | ) | (57,643 | ) | ||||
Principal payments received on investments | 47,489 | 37,935 | ||||||
Proceeds from sale of investments | 1,123 | 39 | ||||||
Changes in assets and liabilities: | ||||||||
Increase in investments in money market funds | (8,394 | ) | (240 | ) | ||||
Decrease in restricted investments in money market funds | 1,111 | — | ||||||
Increase in interest receivable | (955 | ) | (100 | ) | ||||
Increase in end-of-term payments | (537 | ) | (956 | ) | ||||
Decrease in unearned loan income | (558 | ) | (613 | ) | ||||
(Increase) decrease in other assets | (418 | ) | 23 | |||||
Increase in other accrued expenses | 816 | 251 | ||||||
(Decrease) increase in base management fee payable | (153 | ) | 68 | |||||
(Decrease) increase in incentive fee payable | (852 | ) | 45 | |||||
Net cash provided by (used in) operating activities | 2,194 | (14,620 | ) | |||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of Asset-Backed Notes | — | 90,000 | ||||||
Distributions paid | (6,460 | ) | (6,412 | ) | ||||
Net decrease in borrowings | (14,807 | ) | (46,020 | ) | ||||
Debt issuance costs | — | (2,125 | ) | |||||
Net cash (used in) provided by financing activities | (21,267 | ) | 35,443 | |||||
Net (decrease) increase in cash | (19,073 | ) | 20,823 | |||||
Cash: | ||||||||
Beginning of period | 25,341 | 1,048 | ||||||
End of period | $ | 6,268 | $ | 21,871 | ||||
Supplemental disclosure of cash flow information: | ||||||||
Cash paid for interest | $ | 3,817 | $ | 3,286 | ||||
Supplemental non-cash investing and financing activities: | ||||||||
Warrant investments received & recorded as unearned loan income | $ | 260 | $ | 426 | ||||
Distributions payable | $ | 3,319 | $ | 3,305 | ||||
Net assets received in settlement of debt investment | $ | 985 | $ | — | ||||
Receivable resulting from sale of investment | $ | 209 | $ | — |
See Notes to Consolidated Financial Statements
6 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
June 30, 2014
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Debt Investments — 152.8% (9) | ||||||||||||||||
Debt Investments — Life Science — 24.0% (9) | ||||||||||||||||
Inotek Pharmaceuticals Corporation (2) | Biotechnology | Term Loan (11.00% cash, 3.00% ETP, Due 10/1/16) | $ | 3,500 | $ | 3,471 | $ | 3,471 | ||||||||
N30 Pharmaceuticals, Inc. (2) | Biotechnology | Term Loan (11.25% cash, 3.00% ETP, Due 9/1/14) | 346 | 345 | 345 | |||||||||||
Term Loan (11.25% cash, 3.00% ETP, Due 10/1/15) | 1,763 | 1,751 | 1,751 | |||||||||||||
New Haven Pharmaceuticals, Inc. (2) | Biotechnology | Term Loan (11.50% cash, 3.00% ETP, Due 5/1/16) | 1,451 | 1,432 | 1,432 | |||||||||||
Term Loan (11.50% cash, 3.00% ETP, Due 5/1/16) | 484 | 479 | 479 | |||||||||||||
Sample6, Inc. (2) | Biotechnology | Term Loan (11.00% cash, 3.00% ETP, Due 1/1/16) | 1,734 | 1,721 | 1,721 | |||||||||||
Sunesis Pharmaceuticals, Inc. (2)(5) | Biotechnology | Term Loan (8.95% cash, 3.75% ETP, Due 10/1/15) | 1,059 | 1,056 | 1,056 | |||||||||||
Term Loan (9.00% cash, 3.75% ETP, Due 10/1/15) | 1,590 | 1,570 | 1,570 | |||||||||||||
Xcovery Holding Company, LLC (2) | Biotechnology | Term Loan (12.50% cash, Due 8/1/15) | 563 | 562 | 562 | |||||||||||
Term Loan (12.50% cash, Due 8/1/15) | 886 | 885 | 885 | |||||||||||||
Term Loan (12.50% cash, Due 10/1/15) | 173 | 173 | 173 | |||||||||||||
Accuvein, Inc. (2) | Medical Device | Term Loan (10.40% cash (Libor + 9.90%; Floor | 4,000 | 3,949 | 3,949 | |||||||||||
10.40% Ceiling 11.90%) 5.00% ETP, Due 8/1/17) | ||||||||||||||||
Lantos Technologies, Inc. (2) | Medical Device | Term Loan (10.50% cash (Libor + 10.00%; Floor | 3,500 | 3,416 | 3,416 | |||||||||||
10.50% Ceiling 12.00%) 3.00% ETP, Due 2/1/18) | ||||||||||||||||
Mederi Therapeutics, Inc. (2) | Medical Device | Term Loan (10.75% cash (Libor + 10.25%; Floor | 3,000 | 2,963 | 2,963 | |||||||||||
10.75% Ceiling 12.75%), 4.00% ETP, Due 7/1/17) | ||||||||||||||||
Term Loan (10.75% cash (Libor + 10.25%; Floor | 3,000 | 2,963 | 2,963 | |||||||||||||
10.75% Ceiling 12.75%), 4.00% ETP, Due 7/1/17) | ||||||||||||||||
Mitralign, Inc. (2) | Medical Device | Term Loan (12.00% cash, 3.00% ETP, Due 10/1/15) | 1,188 | 1,179 | 1,179 | |||||||||||
Term Loan (10.88% cash, 3.00% ETP, Due 11/1/15) | 835 | 829 | 829 | |||||||||||||
Term Loan (10.50% cash, 3.00% ETP, Due 7/1/16) | 1,143 | 1,124 | 1,124 | |||||||||||||
Tryton Medical, Inc. | Medical Device | Term Loan (10.41% cash (Prime + 7.16%), 2.50% ETP, Due 9/1/16) | 3,000 | 2,969 | 2,969 | |||||||||||
Total Debt Investments — Life Science | 32,837 | 32,837 | ||||||||||||||
Debt Investments — Technology — 96.2% (9) | ||||||||||||||||
Ekahau, Inc. (2) | Communications | Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17) | 1,500 | 1,481 | 1,481 | |||||||||||
Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17) | 500 | 493 | 493 | |||||||||||||
mBlox, Inc. (2) | Communications | Term Loan (11.50% cash (Libor + 11.00%; Floor | 5,000 | 4,962 | 4,962 | |||||||||||
11.50% Ceiling 13.00%), 2.5% ETP, Due 7/1/18) | ||||||||||||||||
Term Loan (11.50% cash (Libor + 11.00%; Floor | 5,000 | 4,962 | 4,962 | |||||||||||||
11.50% Ceiling 13.00%), 2.5% ETP, Due 7/1/18) | ||||||||||||||||
Overture Networks, Inc. (2) | Communications | Term Loan (10.75% cash, 4.75% ETP, Due 12/1/16) | 5,000 | 4,953 | 4,953 | |||||||||||
Term Loan (10.75% cash, 4.75% ETP, Due 12/1/16) | 2,500 | 2,472 | 2,472 | |||||||||||||
Gwynnie Bee, Inc. (2) | Consumer-related Technologies | Term Loan (11.00% cash (Libor + 10.50%; Floor | 2,000 | 1,948 | 1,948 | |||||||||||
11.00% Ceiling 12.50%), 2.0% ETP, Due 11/1/17) | ||||||||||||||||
Optaros, Inc. (2) | Internet and Media | Term Loan (11.95% cash, 3.00% ETP, Due 10/1/15) | 1,250 | 1,245 | 1,245 | |||||||||||
Term Loan (11.95% cash, 3.00% ETP, Due 3/1/16) | 400 | 399 | 399 | |||||||||||||
SimpleTuition, Inc. (2) | Internet and Media | Term Loan (11.75% cash, Due 3/1/16) | 3,127 | 3,098 | 3,098 | |||||||||||
Nanocomp Technologies, Inc. (2) | Networking | Term Loan (11.50% cash, 3.00% ETP, Due 11/1/17) | 1,000 | 983 | 983 | |||||||||||
Avalanche Technology, Inc. (2) | Semiconductors | Term Loan (10.00% cash, 2.00% ETP, Due 7/1/16) | 2,455 | 2,440 | 2,440 | |||||||||||
Term Loan (10.00% cash, 2.00% ETP, Due 1/1/18) | 2,500 | 2,464 | 2,464 | |||||||||||||
eASIC Corporation (2) | Semiconductors | Term Loan (11.00% cash, 2.50% ETP, Due 4/1/17) | 2,000 | 1,975 | 1,975 | |||||||||||
Kaminario, Inc. (2) | Semiconductors | Term Loan (10.50% cash, 2.50% ETP, Due 11/1/16) | 2,912 | 2,880 | 2,880 | |||||||||||
Term Loan (10.50% cash, 2.50% ETP, Due 11/1/16) | 2,912 | 2,880 | 2,880 | |||||||||||||
Luxtera, Inc. (2) | Semiconductors | Term Loan (10.25% cash, 8.00% ETP, Due 7/1/17) | 2,632 | 2,576 | 2,576 | |||||||||||
Term Loan (10.25% cash, 8.00% ETP, Due 7/1/17) | 1,469 | 1,459 | 1,459 | |||||||||||||
Newport Media, Inc. (2) | Semiconductors | Term Loan (11.00% cash, 2.86% ETP, Due 10/1/16) | 3,500 | 3,440 | 3,440 | |||||||||||
Term Loan (11.00% cash, 2.86% ETP, Due 10/1/16) | 3,500 | 3,440 | 3,440 | |||||||||||||
NexPlanar Corporation (2) | Semiconductors | Term Loan (10.50% cash, 2.50% ETP, Due 12/1/16) | 2,912 | 2,886 | 2,886 | |||||||||||
Term Loan (10.50% cash, 2.50% ETP, Due 12/1/16) | 1,941 | 1,918 | 1,918 | |||||||||||||
Soraa, Inc. (2) | Semiconductors | Term Loan (10.75% cash (Libor + 10.25%; Floor | 2,500 | 2,460 | 2,460 | |||||||||||
10.75%; Ceiling 13.075%), 4.00% ETP, Due 11/1/17) | ||||||||||||||||
Term Loan (10.75% cash (Libor + 10.25%; Floor | 2,500 | 2,460 | 2,460 | |||||||||||||
10.75%; Ceiling 13.075%), 4.00% ETP, Due 11/1/17) | ||||||||||||||||
Term Loan (10.75% cash (Libor + 10.25%; Floor | 2,500 | 2,460 | 2,460 | |||||||||||||
10.75%; Ceiling 13.075%), 4.00% ETP, Due 11/1/17) | ||||||||||||||||
Term Loan (10.75% cash (Libor + 10.25%; Floor | 2,500 | 2,460 | 2,460 | |||||||||||||
10.75%; Ceiling 13.075%), 4.00% ETP, Due 11/1/17) | ||||||||||||||||
Xtera Communications, Inc. (2) | Semiconductors | Term Loan (11.50% cash, 14.77% ETP, Due 7/1/15) | 5,762 | 5,749 | 5,749 | |||||||||||
Term Loan (11.50% cash, 13.65% ETP, Due 2/1/16) | 1,601 | 1,594 | 1,594 |
See Notes to Consolidated Financial Statements
7 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
June 30, 2014
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Construction Software Technologies, Inc. (2) | Software | Term Loan (11.75% cash, 5.00% ETP, Due 10/1/16) | 4,050 | 4,030 | 4,030 | |||||||||||
Term Loan (11.75% cash, 5.00% ETP, Due 10/1/16) | 4,050 | 4,030 | 4,030 | |||||||||||||
Courion Corporation (2) | Software | Term Loan (11.45% cash, Due 10/1/15) | 1,990 | 1,986 | 1,986 | |||||||||||
Term Loan (11.45% cash, Due 10/1/15) | 1,990 | 1,986 | 1,986 | |||||||||||||
Decisyon, Inc. (2) | Software | Term Loan (11.65% cash, 5.00% ETP, Due 9/1/16) | 3,650 | 3,616 | 3,616 | |||||||||||
Term Loan (11.65% cash, 5.00% ETP, Due 11/1/17) | 1,000 | 982 | 982 | |||||||||||||
Kontera Technologies, Inc. (2) | Software | Term Loan (11.50% cash, 3.00% ETP, Due 10/1/16) | 3,767 | 3,767 | 3,767 | |||||||||||
Term Loan (11.50% cash, 3.00% ETP, Due 10/1/16) | 3,767 | 3,767 | 3,767 | |||||||||||||
Lotame Solutions, Inc. (2) | Software | Term Loan (11.50% cash, 3.00% ETP, Due 10/1/16) | 3,767 | 3,747 | 3,747 | |||||||||||
Term Loan (11.50% cash, 3.00% ETP, Due 9/1/16) | 1,500 | 1,491 | 1,491 | |||||||||||||
Netuitive, Inc. (2) | Software | Term Loan (11.75% cash, Due 1/1/16) | 1,844 | 1,827 | 1,827 | |||||||||||
Raydiance, Inc. (2) | Software | Term Loan (11.50% cash, 2.75% ETP, Due 9/1/16) | 4,562 | 4,527 | 4,527 | |||||||||||
Term Loan (11.50% cash, 2.75% ETP, Due 9/1/16) | 912 | 896 | 896 | |||||||||||||
Razorsight Corporation (2) | Software | Term Loan (11.75% cash, 3.00% ETP, Due 11/1/16) | 1,457 | 1,441 | 1,441 | |||||||||||
Term Loan (11.75% cash, 3.00% ETP, Due 8/1/16) | 1,324 | 1,308 | 1,308 | |||||||||||||
Term Loan (11.75% cash, 3.00% ETP, Due 7/1/17) | 1,000 | 984 | 984 | |||||||||||||
Social Intelligence Corp. (2) | Software | Term Loan (11.00% cash (Libor + 10.50%; Floor | 1,500 | 1,473 | 1,473 | |||||||||||
11.00%; Ceiling 13.00%), 3.50% ETP, Due 12/1/17) | ||||||||||||||||
SpringCM, Inc. (2) | Software | Term Loan (11.50% cash (Libor + 11.00%; Floor | 4,500 | 4,400 | 4,400 | |||||||||||
11.50%; Ceiling 13.00%), 2.00% ETP, Due 1/1/18) | ||||||||||||||||
Sys-Tech Solutions, Inc. (2) | Software | Term Loan (11.65% cash, Due 6/1/16) | 6,300 | 6,176 | 6,176 | |||||||||||
VBrick Systems, Inc. (2) | Software | Term Loan (11.50% cash (Libor + 10.00%; Floor | 3,000 | 2,974 | 2,974 | |||||||||||
10.50%;Ceiling 13.50%), 5.00% ETP, Due 7/1/17) | ||||||||||||||||
Vidsys, Inc. (2) | Software | Term Loan (11.00% cash, 7.60% ETP, Due 6/1/16) | 3,000 | 2,981 | 2,981 | |||||||||||
Visage Mobile, Inc. (2) | Software | Term Loan (12.00% cash, 3.50% ETP, Due 9/1/16) | 814 | 806 | 806 | |||||||||||
Total Debt Investments — Technology | 131,732 | 131,732 | ||||||||||||||
Debt Investments — Cleantech — 12.1% (9) | ||||||||||||||||
Renmatix, Inc. (2) | Alternative Energy | Term Loan (10.25% cash, 3.00% ETP, Due 2/1/16) | 1,599 | 1,592 | 1,592 | |||||||||||
Term Loan (10.25% cash, 3.00% ETP, Due 2/1/16) | 1,599 | 1,592 | 1,592 | |||||||||||||
Term Loan (10.25% cash, Due 10/1/16) | 4,329 | 4,298 | 4,298 | |||||||||||||
Semprius, Inc. (2)(8) | Alternative Energy | Term Loan (10.25% cash, 2.50% ETP, Due 6/1/16) | 3,051 | 3,031 | 2,721 | |||||||||||
Aurora Algae, Inc. (2) | Energy Efficiency | Term Loan (10.50% cash, 2.00% ETP, Due 5/1/15) | 850 | 848 | 848 | |||||||||||
Rypos, Inc. (2) | Energy Efficiency | Term Loan (11.80% cash, Due 1/1/17) | 3,000 | 2,961 | 2,961 | |||||||||||
Term Loan (11.80% cash, Due 9/1/17) | 1,000 | 982 | 982 | |||||||||||||
Tigo Energy, Inc. (2) | Energy Efficiency | Term Loan (13.00% cash, 3.16% ETP, Due 6/1/15) | 1,523 | 1,517 | 1,517 | |||||||||||
Total Debt Investments — Cleantech | 16,821 | 16,511 | ||||||||||||||
Debt Investments — Healthcare information and services — 20.5% (9) | ||||||||||||||||
LifePrint Group, Inc. (2) | Diagnostics | Term Loan (11.00% cash (Libor + 10.50%; Floor | 3,000 | 2,941 | 2,941 | |||||||||||
11.00%;Ceiling 12.50%), 3.00% ETP, Due 1/1/18) | ||||||||||||||||
Radisphere National Radiology Group, Inc. (2) | Diagnostics | Revolver (11.25% cash (Prime + 8.00%), Due 10/1/15) | 12,000 | 11,934 | 11,934 | |||||||||||
Watermark Medical, Inc. (2) | Other Healthcare | Term Loan (12.00% cash, 4.00% ETP, Due 4/1/17) | 3,500 | 3,463 | 3,463 | |||||||||||
Term Loan (12.00% cash, 4.00% ETP, Due 4/1/17) | 3,500 | 3,462 | 3,462 | |||||||||||||
Recondo Technology, Inc. (2) | Software | Term Loan (11.50% cash, 4.14% ETP, Due 4/1/16) | 1,384 | 1,364 | 1,364 | |||||||||||
Term Loan (11.00% cash, 3.00% ETP, Due 1/1/17) | 2,500 | 2,480 | 2,480 | |||||||||||||
Term Loan (10.50% cash, 2.50% ETP, Due 1/1/18) | 2,500 | 2,473 | 2,473 | |||||||||||||
Total Debt Investments — Healthcare information and services | 28,117 | 28,117 | ||||||||||||||
Total Debt Investments | 209,507 | 209,197 | ||||||||||||||
Warrant Investments — 4.6% (9) | ||||||||||||||||
Warrants — Life Science — 2.0% (9) | ||||||||||||||||
ACT Biotech Corporation | Biotechnology | 1,521,820 Preferred Stock Warrants | — | 83 | — | |||||||||||
Ambit Biosciences, Inc.(5) | Biotechnology | 44,795 Common Stock Warrants | — | 143 | 1 | |||||||||||
Anacor Pharmaceuticals, Inc. (2)(5) | Biotechnology | 84,583 Common Stock Warrants | — | 93 | 950 | |||||||||||
Celsion Corporation (5) | Biotechnology | 5,708 Common Stock Warrants | — | 15 | — | |||||||||||
Inotek Pharmaceuticals Corporation | Biotechnology | 114,387 Preferred Stock Warrants | — | 17 | 15 | |||||||||||
N30 Pharmaceuticals, Inc. | Biotechnology | 214,200 Preferred Stock Warrants | — | 122 | — | |||||||||||
New Haven Pharmaceuticals, Inc. | Biotechnology | 41,482 Preferred Stock Warrants | — | 27 | 30 | |||||||||||
Revance Therapeutics, Inc. (5) | Biotechnology | 34,377 Common Stock Warrants | — | 68 | 671 | |||||||||||
Sample6, Inc. | Biotechnology | 200,582 Preferred Stock Warrants | — | 27 | 23 | |||||||||||
Sunesis Pharmaceuticals, Inc. (5) | Biotechnology | 116,203 Common Stock Warrants | — | 83 | 511 | |||||||||||
Supernus Pharmaceuticals, Inc. (2)(5) | Biotechnology | 42,083 Preferred Stock Warrants | — | 94 | 274 | |||||||||||
Tranzyme, Inc. (5) | Biotechnology | 6,460 Common Stock Warrants | — | 6 | — | |||||||||||
Accuvein, Inc. | Biotechnology | 58,284 Preferred Stock Warrants | — | 18 | 23 |
See Notes to Consolidated Financial Statements
8 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
June 30, 2014
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Direct Flow Medical, Inc. | Medical Device | 176,922 Preferred Stock Warrants | — | 144 | 112 | |||||||||||
EnteroMedics, Inc. (5) | Medical Device | 141,026 Common Stock Warrants | — | 347 | — | |||||||||||
Lantos Technologies, Inc. (2) | Medical Device | 858,545 Preferred Stock Warrants | — | 24 | 24 | |||||||||||
Mederi Therapeutics, Inc. (2) | Medical Device | 248,736 Preferred Stock Warrants | — | 26 | 41 | |||||||||||
Mitralign, Inc. | Medical Device | 295,238 Preferred Stock Warrants | — | 49 | 35 | |||||||||||
OraMetrix, Inc. (2) | Medical Device | 812,348 Preferred Stock Warrants | — | 78 | — | |||||||||||
Tengion, Inc. (2)(5) | Medical Device | 1,864,876 Common Stock Warrants | — | 123 | — | |||||||||||
Tryton Medical, Inc. | Medical Device | 47,977 Preferred Stock Warrants | — | 15 | 14 | |||||||||||
ViOptix, Inc. | Medical Device | 375,763 Preferred Stock Warrants | — | 13 | — | |||||||||||
Total Warrants — Life Science | 1,615 | 2,724 | ||||||||||||||
Warrants — Technology — 2.0% (9) | ||||||||||||||||
Ekahau, Inc. (2) | Communications | 978,261 Preferred Stock Warrants | — | 33 | 26 | |||||||||||
OpenPeak, Inc. | Communications | 18,997 Preferred Stock Warrants | — | 90 | — | |||||||||||
Overture Networks, Inc. | Communications | 344,574 Preferred Stock Warrants | — | 55 | 1 | |||||||||||
Everyday Health, Inc. (5) | Consumer-related Technologies | 43,783 Common Stock Warrants | — | 69 | 328 | |||||||||||
Gwynnie Bee, Inc. (2) | Consumer-related Technologies | 173,076 Preferred Stock Warrants | — | 29 | 29 | |||||||||||
SnagAJob.com, Inc. | Consumer-related Technologies | 365,396 Preferred Stock Warrants | — | 23 | 269 | |||||||||||
Tagged, Inc. | Consumer-related Technologies | 190,868 Preferred Stock Warrants | — | 26 | 73 | |||||||||||
XIOtech, Inc. | Data Storage | 2,217,979 Preferred Stock Warrants | — | 22 | 19 | |||||||||||
Cartera Commerce, Inc. | Internet and media | 90,909 Preferred Stock Warrants | — | 16 | 161 | |||||||||||
Optaros, Inc. | Internet and media | 477,403 Preferred Stock Warrants | — | 20 | — | |||||||||||
SimpleTuition, Inc. | Internet and media | 189,573 Preferred Stock Warrants | — | 63 | 8 | |||||||||||
IntelePeer, Inc. | Networking | 141,549 Preferred Stock Warrants | — | 39 | 34 | |||||||||||
Motion Computing, Inc. | Networking | 104,283 Preferred Stock Warrants | — | 5 | 9 | |||||||||||
Nanocomp Technologies, Inc. (2) | Networking | 204,546 Preferred Stock Warrants | — | 19 | 19 | |||||||||||
Aquion Energy, Inc. | Power Management | 115,051 Preferred Stock Warrants | — | 7 | 57 | |||||||||||
Avalanche Technology, Inc. | Semiconductors | 244,649 Preferred Stock Warrants | — | 56 | 55 | |||||||||||
eASIC Corporation` | Semiconductors | 1,877,799 Preferred Stock Warrants | — | 16 | 15 | |||||||||||
Kaminario, Inc. | Semiconductors | 1,087,203 Preferred Stock Warrants | — | 59 | 55 | |||||||||||
Luxtera, Inc. | Semiconductors | 2,087,766 Preferred Stock Warrants | — | 42 | 113 | |||||||||||
Newport Media, Inc. | Semiconductors | 188,764 Preferred Stock Warrants | — | 40 | 25 | |||||||||||
NexPlanar Corporation | Semiconductors | 216,001 Preferred Stock Warrants | — | 36 | 56 | |||||||||||
Soraa, Inc. (2) | Semiconductors | 180,000 Preferred Stock Warrants | — | 80 | 80 | |||||||||||
Xtera Communications, Inc. | Semiconductors | 983,607 Preferred Stock Warrants | — | 206 | — | |||||||||||
Bolt Solutions, Inc. | Software | 202,892 Preferred Stock Warrants | — | 113 | 122 | |||||||||||
Clarabridge, Inc. | Software | 53,486 Preferred Stock Warrants | — | 14 | 104 | |||||||||||
Construction Software Technologies, Inc. | Software | 386,415 Preferred Stock Warrants | — | 69 | 280 | |||||||||||
Courion Corporation | Software | 772,543 Preferred Stock Warrants | — | 107 | 90 | |||||||||||
Decisyon, Inc. | Software | 457,876 Preferred Stock Warrants | — | 46 | 11 | |||||||||||
DriveCam, Inc. | Software | 71,639 Preferred Stock Warrants | — | 20 | 120 | |||||||||||
Lotame Solutions, Inc. | Software | 216,810 Preferred Stock Warrants | — | 4 | 143 | |||||||||||
Netuitive, Inc. | Software | 748,453 Preferred Stock Warrants | — | 75 | 45 | |||||||||||
Raydiance, Inc. | Software | 735,784 Preferred Stock Warrants | — | 51 | 48 | |||||||||||
Razorsight Corporation (2) | Software | 259,404 Preferred Stock Warrants | — | 43 | 32 | |||||||||||
Riv Data Corp. (2) | Software | 237,361 Preferred Stock Warrants | — | 12 | 12 | |||||||||||
SpringCM, Inc. (2) | Software | 2,385,686 Preferred Stock Warrants | — | 55 | 55 | |||||||||||
Sys-Tech Solutions, Inc. | Software | 375,000 Preferred Stock Warrants | — | 242 | 247 | |||||||||||
Vidsys, Inc. | Software | 37,346 Preferred Stock Warrants | — | 23 | — | |||||||||||
Visage Mobile, Inc. | Software | 1,692,047 Preferred Stock Warrants | — | 19 | 18 | |||||||||||
Total Warrants — Technology | 1,944 | 2,759 | ||||||||||||||
Warrants — Cleantech — 0.2% (9) | ||||||||||||||||
Renmatix, Inc. | Alternative Energy | 52,296 Preferred Stock Warrants | — | 68 | 70 | |||||||||||
Semprius, Inc. | Alternative Energy | 519,981 Preferred Stock Warrants | — | 25 | — | |||||||||||
Rypos, Inc. (2) | Energy Efficiency | 5,627 Preferred Stock Warrants | — | 44 | 41 | |||||||||||
Solarbridge Technologies, Inc. | Energy Efficiency | 7,381,412 Preferred Stock Warrants | — | 236 | 164 | |||||||||||
Tigo Energy, Inc. (2) | Energy Efficiency | 804,604 Preferred Stock Warrants | — | 100 | 33 | |||||||||||
Total Warrants — Cleantech | 473 | 308 | ||||||||||||||
Warrants — Healthcare information and services — 0.4% (9) | ||||||||||||||||
Accumetrics, Inc. | Diagnostics | 100,928 Preferred Stock Warrants | — | 107 | 63 | |||||||||||
BioScale, Inc. (2) | Diagnostics | 315,618 Preferred Stock Warrants | — | 54 | — | |||||||||||
LifePrint Group, Inc. (2) | Diagnostics | 49,000 Preferred Stock Warrants | — | 29 | 29 | |||||||||||
Precision Therapeutics, Inc. | Diagnostics | 13,461 Preferred Stock Warrants | — | 73 | — |
See Notes to Consolidated Financial Statements
9 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
June 30, 2014
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Radisphere National Radiology Group, Inc. (2) | Diagnostics | 519,992 Preferred Stock Warrants | — | 378 | — | |||||||||||
Patientkeeper, Inc. | Other Healthcare | 396,410 Preferred Stock Warrants | — | 269 | 29 | |||||||||||
Singulex, Inc. | Other Healthcare | 293,632 Preferred Stock Warrants | — | 44 | 141 | |||||||||||
Talyst, Inc. | Other Healthcare | 300,360 Preferred Stock Warrants | — | 100 | 53 | |||||||||||
Watermark Medical, Inc. | Other Healthcare | 12,216 Preferred Stock Warrants | — | 67 | 64 | |||||||||||
Recondo Technology, Inc. (2) | Software | 436,088 Preferred Stock Warrants | — | 73 | 177 | |||||||||||
Total Warrants — Healthcare information and services | 1,194 | 556 | ||||||||||||||
Total Warrants | 5,226 | 6,347 | ||||||||||||||
Other Investments — 0.3% (9) | ||||||||||||||||
Vette Technology, LLC | Data Storage | Royalty Agreement Due 4/18/2019 | — | 4,668 | 400 | |||||||||||
Total Other Investments | 4,668 | 400 | ||||||||||||||
Equity — 2.5% (9) | ||||||||||||||||
Insmed Incorporated (5) | Biotechnology | 33,208 Common Stock | — | 239 | 664 | |||||||||||
Revance Therapeutics, Inc.(5) | Biotechnology | 4,861 Common Stock | — | 73 | 165 | |||||||||||
Overture Networks Inc. | Communications | 386,191 Common Stock | — | 482 | 222 | |||||||||||
Solarbridge Technologies, Inc. | Energy Efficiency | 11,716,760 Preferred Stock | — | 2,300 | 2,300 | |||||||||||
Total Equity | 3,094 | 3,351 | ||||||||||||||
Total Portfolio Investment Assets — 160.2% (9) | $ | 222,495 | $ | 219,295 | ||||||||||||
Short Term Investments — Money Market Funds — 7.0% (9) | ||||||||||||||||
US Bank Money Market Deposit Account | $ | 9,582 | $ | 9,582 | ||||||||||||
Total Short Term Investments — Money Market Funds | $ | 9,582 | $ | 9,582 | ||||||||||||
Short Term Investments — Restricted Investments— 3.5% (9) | ||||||||||||||||
US Bank Money Market Deposit Account (2) | $ | 4,840 | $ | 4,840 | ||||||||||||
Total Short Term Investments — Restricted Investments | $ | 4,840 | $ | 4,840 |
(1) | All of the Company’s investments are in entities which are domiciled in the United States and/or have a principal place of business in the United States. |
(2) | Has been pledged as collateral under the Key Facility or 2013-1 Securitization. |
(3) | All investments are less than 5% ownership of the class and ownership of the portfolio company. |
(4) | All interest is payable in cash due monthly in arrears, unless otherwise indicated, and applies only to the Company’s debt investments. Interest rate is the annual interest rate on the debt investment and does not include ETP and any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees. All debt investments are at fixed rates for the term of the loan, unless otherwise indicated. For each debt investment, the current interest rate in effect as of June 30, 2014 is provided. |
(5) | Portfolio company is a public company. |
(6) | For debt investments, represents principal balance less unearned income. |
(7) | Preferred and common stock warrants, equity interests and other investments are non-income producing. |
(8) | Debt is on non-accrual status at June 30, 2014 and is, therefore, considered non-income producing. |
(9) | Value as a percent of net assets. |
(10) | The Company did not have any non-qualifying assets under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. |
(11) | ETPs are contractual fixed-interest payments due in cash at the maturity date of the applicable loan, including upon any prepayment, and are a fixed percentage of the original principal balance of the loan unless otherwise noted. Interest will accrue during the life of the loan on each end-of-term payment and will be recognized as non-cash income until it is actually paid. Therefore, a portion of the incentive fee will be based on income that the Company has not yet received in cash. |
See Notes to Consolidated Financial Statements
10 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
December 31, 2013
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Debt Investments — 157.5% (9) | ||||||||||||||||
Debt Investments — Life Science — 22.9% (9) | ||||||||||||||||
Inotek Pharmaceuticals Corporation (2) | Biotechnology | Term Loan (11.00% cash, 3.00% ETP, Due 10/1/16) | $ | 3,500 | $ | 3,460 | $ | 3,460 | ||||||||
N30 Pharmaceuticals, Inc. (2) | Biotechnology | Term Loan (11.25% cash, 3.00% ETP, Due 9/1/14) | 760 | 756 | 756 | |||||||||||
Term Loan (11.25% cash, 3.00% ETP, Due 10/1/15) | 2,230 | 2,209 | 2,209 | |||||||||||||
New Haven Pharmaceuticals, Inc. (2) | Biotechnology | Term Loan (11.50% cash, 3.00% ETP, Due 5/1/16) | 1,500 | 1,476 | 1,476 | |||||||||||
Term Loan (11.50% cash, 3.00% ETP, Due 5/1/16) | 500 | 492 | 492 | |||||||||||||
Sample6, Inc. (2) | Biotechnology | Term Loan (11.00% cash, 3.00% ETP, Due 1/1/16) | 2,252 | 2,229 | 2,229 | |||||||||||
Sunesis Pharmaceuticals, Inc. (2)(5) | Biotechnology | Term Loan (8.95% cash, 3.75% ETP, Due 10/1/15) | 1,425 | 1,418 | 1,418 | |||||||||||
Term Loan (9.00% cash, 3.75% ETP, Due 10/1/15) | 2,138 | 2,100 | 2,100 | |||||||||||||
Xcovery Holding Company, LLC (2) | Biotechnology | Term Loan (12.50% cash, Due 8/1/15) | 781 | 779 | 779 | |||||||||||
Term Loan (12.50% cash, Due 8/1/15) | 1,228 | 1,226 | 1,226 | |||||||||||||
Term Loan (12.50% cash, Due 10/1/15) | 231 | 231 | 231 | |||||||||||||
Mederi Therapeutics, Inc. | Medical Device | Term Loan (10.75% cash (Floor 10.75%; Ceiling 2.75%), 4.00% ETP, Due 7/1/17) | 3,000 | 2,957 | 2,957 | |||||||||||
Term Loan (10.75% cash (Floor 10.75%; Ceiling 2.75%), 4.00% ETP, Due 7/1/17) | 3,000 | 2,917 | 2,917 | |||||||||||||
Mitralign, Inc. (2) | Medical Device | Term Loan (12.00% cash, 3.00% ETP, Due 10/1/15) | 1,587 | 1,571 | 1,571 | |||||||||||
Term Loan (10.88% cash, 3.00% ETP, Due 11/1/15) | 1,100 | 1,089 | 1,089 | |||||||||||||
Term Loan (10.50% cash, 3.00% ETP, Due 7/1/16) | 1,143 | 1,115 | 1,115 | |||||||||||||
PixelOptics, Inc. (8) | Medical Device | Term Loan (10.75% cash, 3.00% ETP, Due 11/1/14) | 5,000 | 4,985 | 562 | |||||||||||
Term Loan (10.00% cash, Due 1/31/14) | 219 | 219 | 219 | |||||||||||||
Tengion, Inc. (2)(5) | Medical Device | Term Loan (13.00% cash, Due 5/1/14) | 1,382 | 1,373 | 1,373 | |||||||||||
Tryton Medical, Inc. (2) | Medical Device | Term Loan (10.41% cash (Prime + 7.16%), 2.50% ETP, Due 9/1/16) | 3,000 | 2,962 | 2,962 | |||||||||||
Total Debt Investments — Life Science | 35,564 | 31,141 | ||||||||||||||
Debt Investments — Technology — 98.3% (9) | ||||||||||||||||
Ekahau, Inc. | Communications | Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17) | 1,500 | 1,474 | 1,474 | |||||||||||
Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17) | 500 | 490 | 490 | |||||||||||||
Overture Networks, Inc. (2) | Communications | Term Loan (10.75% cash, 4.75% ETP, Due 12/1/16) | 5,000 | 4,935 | 4,935 | |||||||||||
Term Loan (10.75% cash, 4.75% ETP, Due 12/1/16) | 2,500 | 2,460 | 2,460 | |||||||||||||
Optaros, Inc. (2) | Internet and Media | Term Loan (11.95% cash, 3.00% ETP, Due 10/1/15) | 1,670 | 1,660 | 1,660 | |||||||||||
Term Loan (11.95% cash, 3.00% ETP, Due 3/1/16) | 500 | 497 | 497 | |||||||||||||
SimpleTuition, Inc. (2) | Internet and Media | Term Loan (11.75% cash, Due 3/1/16) | 3,909 | 3,862 | 3,862 | |||||||||||
Nanocomp Technologies, Inc. | Networking | Term Loan (11.50% cash, 3.00% ETP, Due 11/1/17) | 1,000 | 963 | 963 | |||||||||||
Aquion Energy, Inc. (2) | Power Management | Term Loan (10.25% cash, 4.00% ETP, Due 3/1/16) | 2,704 | 2,693 | 2,693 | |||||||||||
Term Loan (10.25% cash, 4.00% ETP, Due 3/1/16) | 2,704 | 2,693 | 2,693 | |||||||||||||
Term Loan (10.25% cash, 4.00% ETP, Due 6/1/16) | 2,978 | 2,966 | 2,966 | |||||||||||||
Xtreme Power, Inc. (2)(8) | Power Management | Term Loan (10.75% cash, 9.00% ETP, Due 5/1/16) | 6,000 | 5,947 | 4,692 | |||||||||||
Avalanche Technology, Inc. (2) | Semiconductors | Term Loan (10.00% cash, 2.00% ETP, Due 7/1/16) | 2,996 | 2,973 | 2,973 | |||||||||||
Term Loan (10.00% cash, 2.00% ETP, Due 1/1/18) | 2,500 | 2,455 | 2,455 | |||||||||||||
eASIC Corporation (2) | Semiconductors | Term Loan (11.00% cash, 2.50% ETP, Due 4/1/17) | 2,000 | 1,968 | 1,968 | |||||||||||
Kaminario, Inc. (2) | Semiconductors | Term Loan (10.50% cash, 2.50% ETP, Due 11/1/16) | 3,000 | 2,954 | 2,954 | |||||||||||
Term Loan (10.50% cash, 2.50% ETP, Due 11/1/16) | 3,000 | 2,954 | 2,954 | |||||||||||||
Luxtera, Inc. (2) | Semiconductors | Term Loan (10.25% cash, 8.00% ETP, Due 12/1/15) | 2,734 | 2,714 | 2,714 | |||||||||||
Term Loan (10.25% cash, 8.00% ETP, Due 3/1/16) | 1,519 | 1,506 | 1,506 | |||||||||||||
Newport Media, Inc. (2) | Semiconductors | Term Loan (11.00% cash, 2.86% ETP, Due 10/1/16) | 3,500 | 3,418 | 3,418 | |||||||||||
Term Loan (11.00% cash, 2.86% ETP, Due 10/1/16) | 3,500 | 3,418 | 3,418 | |||||||||||||
NexPlanar Corporation (2) | Semiconductors | Term Loan (10.50% cash, 2.50% ETP, Due 12/1/16) | 3,000 | 2,964 | 2,964 | |||||||||||
Term Loan (10.50% cash, 2.50% ETP, Due 12/1/16) | 2,000 | 1,967 | 1,967 | |||||||||||||
Xtera Communications, Inc. (2) | Semiconductors | Term Loan (11.50% cash, 14.77% ETP, Due 7/1/15) | 6,468 | 6,441 | 6,441 | |||||||||||
Term Loan (11.50% cash, 13.65% ETP, Due 2/1/16) | 1,731 | 1,718 | 1,718 | |||||||||||||
Bolt Solutions, Inc. (2) | Software | Term Loan (11.65% cash, 4.00% ETP, Due 5/1/16) | 4,856 | 4,819 | 4,819 | |||||||||||
Term Loan (11.65% cash, 4.00% ETP, Due 5/1/16) | 4,856 | 4,819 | 4,819 | |||||||||||||
Construction Software Technologies, Inc. (2) | Software | Term Loan (11.75% cash, 5.00% ETP, Due 10/1/16) | 4,200 | 4,172 | 4,172 | |||||||||||
Term Loan (11.75% cash, 5.00% ETP, Due 10/1/16) | 4,200 | 4,172 | 4,172 | |||||||||||||
Courion Corporation (2) | Software | Term Loan (11.45% cash, Due 10/1/15) | 2,662 | 2,654 | 2,654 | |||||||||||
Term Loan (11.45% cash, Due 10/1/15) | 2,662 | 2,654 | 2,654 | |||||||||||||
Decisyon, Inc. (2) | Software | Term Loan (11.65% cash, 5.00% ETP, Due 9/1/16) | 4,000 | 3,932 | 3,932 | |||||||||||
Kontera Technologies, Inc. (2) | Software | Term Loan (11.50% cash, 3.00% ETP, Due 10/1/16) | 4,000 | 3,949 | 3,949 | |||||||||||
Term Loan (11.50% cash, 3.00% ETP, Due 10/1/16) | 4,000 | 3,949 | 3,949 |
See Notes to Consolidated Financial Statements
11 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
December 31, 2013
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Lotame Solutions, Inc. (2) | Software | Term Loan (11.50% cash, 3.00% ETP, Due 10/1/16) | 4,000 | 3,971 | 3,971 | |||||||||||
Term Loan (11.50% cash, 3.00% ETP, Due 9/1/16) | 1,500 | 1,486 | 1,486 | |||||||||||||
Netuitive, Inc. (2) | Software | Term Loan (11.75% cash, Due 1/1/16) | 2,359 | 2,330 | 2,330 | |||||||||||
Raydiance, Inc. (2) | Software | Term Loan (11.50% cash, 2.75% ETP, Due 9/1/16) | 5,000 | 4,948 | 4,948 | |||||||||||
Term Loan (11.50% cash, 2.75% ETP, Due 9/1/16) | 1,000 | 975 | 975 | |||||||||||||
Razorsight Corporation (2) | Software | Term Loan (11.75% cash, 3.00% ETP, Due 11/1/16) | 1,500 | 1,477 | 1,477 | |||||||||||
Term Loan (11.75% cash, 3.00% ETP, Due 8/1/16) | 1,500 | 1,475 | 1,475 | |||||||||||||
Software | Term Loan (11.75% cash, 3.00% ETP, Due 7/1/17) | 1,000 | 980 | 980 | ||||||||||||
Sys-Tech Solutions, Inc. (2) | Software | Term Loan (11.65% cash, Due 6/1/16) | 7,100 | 6,919 | 6,919 | |||||||||||
VBrick Systems, Inc. | Software | Term Loan (11.50% cash (Floor 10.50%; Ceiling 3.50%), 5.00% ETP, Due 7/1/17) | 3,000 | 2,970 | 2,970 | |||||||||||
Vidsys, Inc. (2) | Software | Term Loan (11.00% cash, 6.50% ETP, Due 6/1/16) | 3,000 | 2,970 | 2,970 | |||||||||||
Visage Mobile, Inc. (2) | Software | Term Loan (12.00% cash, 3.50% ETP, Due 9/1/16) | 974 | 962 | 962 | |||||||||||
Total Debt Investments — Technology | 134,673 | 133,418 | ||||||||||||||
Debt Investments — Cleantech — 17.6% (9) | ||||||||||||||||
Renmatix, Inc. (2) | Alternative Energy | Term Loan (10.25% cash, 9.00% ETP, Due 2/1/16) | 2,028 | 2,015 | 2,015 | |||||||||||
Term Loan (10.25% cash, 3.00% ETP, Due 2/1/16) | 2,028 | 2,015 | 2,015 | |||||||||||||
Term Loan (10.25% cash, Due 10/1/16) | 5,000 | 4,956 | 4,956 | |||||||||||||
Semprius, Inc. (2)(8) | Alternative Energy | Term Loan (10.25% cash, 2.50% ETP, Due 6/1/16) | 3,203 | 3,183 | 2,785 | |||||||||||
Aurora Algae, Inc. (2) | Energy Efficiency | Term Loan (10.50% cash, 2.00% ETP, Due 5/1/15) | 1,280 | 1,276 | 1,276 | |||||||||||
Rypos, Inc. | Energy Efficiency | Term Loan (11.80% cash, Due 1/1/17) | 3,000 | 2,928 | 2,928 | |||||||||||
Solarbridge Technologies, Inc. (2)(8) | Energy Efficiency | Term Loan (12.15% cash, 3.21 ETP, Due 12/1/16) | 7,000 | 6,785 | 5,000 | |||||||||||
Tigo Energy, Inc. (2) | Energy Efficiency | Term Loan (13.00% cash, 3.16% ETP, Due 6/1/15) | 2,214 | 2,199 | 2,199 | |||||||||||
Cereplast, Inc. (5)(8) | Waste Recycling | Term Loan (12.00% cash, Due 8/1/14) | 1,081 | 978 | 328 | |||||||||||
Term Loan (12.00% cash, Due 8/1/14) | 1,160 | 1,141 | 352 | |||||||||||||
Total Debt Investments — Cleantech | 27,476 | 23,854 | ||||||||||||||
Debt Investments — Healthcare information and services — 18.7% (9) | ||||||||||||||||
BioScale, Inc. (2) | Diagnostics | Term Loan (11.51% cash, Due 1/1/14) | 232 | 232 | 232 | |||||||||||
Radisphere National Radiology Group, Inc. (2) | Diagnostics | Revolver (11.25% cash (Prime + 8.00%), Due 10/1/15) | 12,000 | 11,908 | 11,908 | |||||||||||
Watermark Medical, Inc. (2) | Other Healthcare | Term Loan (12.00% cash, 4.00% ETP, Due 4/1/17) | 3,500 | 3,452 | 3,452 | |||||||||||
Term Loan (12.00% cash, 4.00% ETP, Due 4/1/17) | 3,500 | 3,452 | 3,452 | |||||||||||||
Recondo Technology, Inc. (2) | Software | Term Loan (11.50% cash, 4.14% ETP, Due 4/1/16) | 1,384 | 1,356 | 1,356 | |||||||||||
Term Loan (11.00% cash, 3.00% ETP, Due 1/1/17) | 2,500 | 2,473 | 2,473 | |||||||||||||
Other Healthcare | Term Loan (10.50% cash, 2.50% ETP, Due 1/1/18) | 2,500 | 2,468 | 2,468 | ||||||||||||
Total Debt Investments — Healthcare information and services | 25,341 | 25,341 | ||||||||||||||
Total Debt Investments | 223,054 | 213,754 | ||||||||||||||
Warrant Investments — 4.5% (9) | ||||||||||||||||
Warrants — Life Science — 2.1% (9) | ||||||||||||||||
ACT Biotech Corporation | Biotechnology | 1,521,820 Preferred Stock Warrants | — | 83 | — | |||||||||||
Ambit Biosciences, Inc.(5) | Biotechnology | 44,795 Common Stock Warrants | — | 143 | 9 | |||||||||||
Anacor Pharmaceuticals, Inc. (2)(5) | Biotechnology | 84,583 Common Stock Warrants | — | 93 | 882 | |||||||||||
Celsion Corporation (5) | Biotechnology | 5,708 Common Stock Warrants | — | 15 | — | |||||||||||
Inotek Pharmaceuticals Corporation | Biotechnology | 114,387 Preferred Stock Warrants | — | 17 | 15 | |||||||||||
N30 Pharmaceuticals, Inc. | Biotechnology | 214,200 Preferred Stock Warrants | — | 122 | 247 | |||||||||||
New Haven Pharmaceuticals, Inc. | Biotechnology | 34,729 Preferred Stock Warrants | — | 22 | 20 | |||||||||||
Revance Therapeutics, Inc. | Biotechnology | 687,091 Preferred Stock Warrants | — | 223 | 945 | |||||||||||
Sample6, Inc. | Biotechnology | 200,582 Preferred Stock Warrants | — | 27 | 23 | |||||||||||
Sunesis Pharmaceuticals, Inc. (5) | Biotechnology | 116,203 Common Stock Warrants | — | 83 | 308 | |||||||||||
Supernus Pharmaceuticals, Inc. (2)(5) | Biotechnology | 42,083 Preferred Stock Warrants | — | 94 | 132 | |||||||||||
Tranzyme, Inc. (5) | Biotechnology | 77,902 Common Stock Warrants | — | 6 | — | |||||||||||
Direct Flow Medical, Inc. | Medical Device | 176,922 Preferred Stock Warrants | — | 144 | 132 | |||||||||||
EnteroMedics, Inc. (5) | Medical Device | 141,026 Common Stock Warrants | — | 347 | — | |||||||||||
Mederi Therapeutics, Inc. | Medical Device | 248,736 Preferred Stock Warrants | — | 26 | 26 | |||||||||||
Mitralign, Inc. | Medical Device | 295,238 Common Stock Warrants | — | 49 | 35 | |||||||||||
OraMetrix, Inc. (2) | Medical Device | 812,348 Preferred Stock Warrants | — | 78 | — | |||||||||||
PixelOptics, Inc. | Medical Device | 381,612 Preferred Stock Warrants | — | 96 | — | |||||||||||
Tengion, Inc. (2)(5) | Medical Device | 1,864,876 Common Stock Warrants | — | 124 | — | |||||||||||
Tryton Medical, Inc. (2) | Medical Device | 47,977 Preferred Stock Warrants | — | 14 | 14 | |||||||||||
ViOptix, Inc. | Medical Device | 375,763 Preferred Stock Warrants | — | 13 | — | |||||||||||
Total Warrants — Life Science | 1,819 | 2,788 |
See Notes to Consolidated Financial Statements
12 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
December 31, 2013
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Warrants — Technology — 1.8% (9) | ||||||||||||||||
Ekahau, Inc. | Communications | 978,261 Preferred Stock Warrants | — | 34 | 26 | |||||||||||
OpenPeak, Inc. | Communications | 18,997 Preferred Stock Warrants | — | 89 | — | |||||||||||
Overture Networks, Inc. | Communications | 344,574 Preferred Stock Warrants | — | 55 | 42 | |||||||||||
Everyday Health, Inc. | Consumer-related Technologies | 65,674 Preferred Stock Warrants | — | 69 | 94 | |||||||||||
SnagAJob.com, Inc. | Consumer-related Technologies | 365,396 Preferred Stock Warrants | — | 23 | 269 | |||||||||||
Tagged, Inc. | Consumer-related Technologies | 190,868 Preferred Stock Warrants | — | 26 | 72 | |||||||||||
XIOtech, Inc. | Data Storage | 2,217,979 Preferred Stock Warrants | — | 22 | 19 | |||||||||||
Cartera Commerce, Inc. | Internet and media | 90,909 Preferred Stock Warrants | — | 16 | 160 | |||||||||||
Optaros, Inc. | Internet and media | 477,403 Preferred Stock Warrants | — | 21 | 13 | |||||||||||
SimpleTuition, Inc. | Internet and media | 189,573 Preferred Stock Warrants | — | 63 | 9 | |||||||||||
IntelePeer, Inc. | Networking | 141,549 Preferred Stock Warrants | — | 39 | 34 | |||||||||||
Motion Computing, Inc. | Networking | 104,283 Preferred Stock Warrants | — | 4 | 18 | |||||||||||
Nanocomp Technologies, Inc. | Networking | 204,546 Preferred Stock Warrants | — | 19 | 19 | |||||||||||
Aquion Energy, Inc. | Power Management | 115,051 Preferred Stock Warrants | — | 8 | 57 | |||||||||||
Xtreme Power, Inc. | Power Management | 2,466,821 Preferred Stock Warrants | — | 76 | — | |||||||||||
Avalanche Technology, Inc. | Semiconductors | 244,649 Preferred Stock Warrants | — | 56 | 66 | |||||||||||
eASIC Corporation` | Semiconductors | 1,877,799 Preferred Stock Warrants | — | 16 | 15 | |||||||||||
Kaminario, Inc. | Semiconductors | 1,087,203 Preferred Stock Warrants | — | 59 | 54 | |||||||||||
Luxtera, Inc. | Semiconductors | 1,827,485 Preferred Stock Warrants | — | 34 | 105 | |||||||||||
Newport Media, Inc. | Semiconductors | 188,764 Preferred Stock Warrants | — | 40 | 47 | |||||||||||
NexPlanar Corporation | Semiconductors | 216,001 Preferred Stock Warrants | — | 36 | 56 | |||||||||||
Xtera Communications, Inc. | Semiconductors | 983,607 Preferred Stock Warrants | — | 206 | — | |||||||||||
Bolt Solutions, Inc. | Software | 202,892 Preferred Stock Warrants | — | 113 | 124 | |||||||||||
Clarabridge, Inc. | Software | 53,486 Preferred Stock Warrants | — | 14 | 104 | |||||||||||
Construction Software Technologies, Inc. (2) | Software | 386,415 Preferred Stock Warrants | — | 69 | 335 | |||||||||||
Courion Corporation | Software | 772,543 Preferred Stock Warrants | — | 106 | 89 | |||||||||||
Decisyon, Inc. | Software | 314,686 Preferred Stock Warrants | — | 44 | 39 | |||||||||||
DriveCam, Inc. | Software | 71,639 Preferred Stock Warrants | — | 20 | 120 | |||||||||||
Kontera Technologies, Inc. (2) | Software | 99,476 Preferred Stock Warrants | — | 102 | 82 | |||||||||||
Lotame Solutions, Inc. | Software | 216,810 Preferred Stock Warrants | — | 4 | 3 | |||||||||||
Netuitive, Inc. | Software | 748,453 Preferred Stock Warrants | — | 75 | 45 | |||||||||||
Raydiance, Inc. | Software | 735,784 Preferred Stock Warrants | — | 51 | 48 | |||||||||||
Razorsight Corporation | Software | 259,404 Preferred Stock Warrants | — | 44 | 40 | |||||||||||
Sys-Tech Solutions, Inc. | Software | 375,000 Preferred Stock Warrants | — | 242 | 239 | |||||||||||
Vidsys, Inc. | Software | 37,346 Preferred Stock Warrants | — | 23 | — | |||||||||||
Visage Mobile, Inc. | Software | 1,692,047 Preferred Stock Warrants | — | 20 | 18 | |||||||||||
Total Warrants — Technology | 1,938 | 2,461 | ||||||||||||||
Warrants — Cleantech — 0.2% (9) | ||||||||||||||||
Renmatix, Inc. | Alternative Energy | 52,296 Preferred Stock Warrants | — | 68 | 69 | |||||||||||
Semprius, Inc. | Alternative Energy | 519,981 Preferred Stock Warrants | — | 26 | — | |||||||||||
Enphase Energy, Inc. (5) | Energy Efficiency | 161,959 Common Stock Warrants | — | 175 | 126 | |||||||||||
Rypos, Inc. | Energy Efficiency | 5,627 Preferred Stock Warrants | — | 44 | 41 | |||||||||||
Solarbridge Technologies, Inc. (2) | Energy Efficiency | 3,645,302 Preferred Stock Warrants | — | 236 | — | |||||||||||
Tigo Energy, Inc. (2) | Energy Efficiency | 804,604 Preferred Stock Warrants | — | 100 | 26 | |||||||||||
Cereplast, Inc. (5) | Waste Recycling | 365,000 Common Stock Warrants | — | 175 | — | |||||||||||
Total Warrants — Cleantech | 824 | 262 | ||||||||||||||
Warrants — Healthcare information and services — 0.4% (9) | ||||||||||||||||
Accumetrics, Inc. | Diagnostics | 100,928 Preferred Stock Warrants | — | 107 | 63 | |||||||||||
BioScale, Inc. (2) | Diagnostics | 315,618 Preferred Stock Warrants | — | 54 | — | |||||||||||
Precision Therapeutics, Inc. | Diagnostics | 13,461 Preferred Stock Warrants | — | 73 | — | |||||||||||
Radisphere National Radiology Group, Inc. (2) | Diagnostics | 519,992 Preferred Stock Warrants | — | 378 | — | |||||||||||
Patientkeeper, Inc. | Other Healthcare | 396,410 Preferred Stock Warrants | — | 269 | 29 | |||||||||||
Singulex, Inc. | Other Healthcare | 293,632 Preferred Stock Warrants | — | 44 | 140 | |||||||||||
Talyst, Inc. | Other Healthcare | 300,360 Preferred Stock Warrants | — | 100 | 53 | |||||||||||
Watermark Medical, Inc. | Other Healthcare | 12,216 Preferred Stock Warrants | — | 66 | 64 | |||||||||||
Recondo Technology, Inc. | Software | 436,088 Preferred Stock Warrants | — | 73 | 176 | |||||||||||
Total Warrants — Healthcare information and services | 1,164 | 525 | ||||||||||||||
Total Warrants | 5,745 | 6,036 |
See Notes to Consolidated Financial Statements
13 |
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments (Unaudited)
December 31, 2013
(In thousands)
Principal | Cost of | Fair | ||||||||||||||
Portfolio Company (1) | Sector | Type of Investment (3)(4)(7)(10)(11) | Amount | Investments (6) | Value | |||||||||||
Other Investments — 0.3% (9) | ||||||||||||||||
Vette Technology, LLC | Data Storage | Royalty Agreement Due 4/18/2019 | — | 4,729 | 400 | |||||||||||
Total Other Investments | 4,729 | 400 | ||||||||||||||
Equity — 0.8% (9) | ||||||||||||||||
Insmed Incorporated (5) | Biotechnology | 33,208 Common Stock | — | 227 | 565 | |||||||||||
Revance Therapeutics, Inc. | Biotechnology | 72,925 Preferred Stock | — | 73 | 109 | |||||||||||
Overture Networks Inc. | Communications | 386,191 Common Stock | — | 482 | 420 | |||||||||||
Cereplast, Inc. (5) | Waste Recycling | 200,000 Common Stock | — | — | — | |||||||||||
Total Equity | 782 | 1,094 | ||||||||||||||
Total Portfolio Investment Assets — 163.1%(9) | $ | 234,310 | $ | 221,284 | ||||||||||||
Short Term Investments — Money Market Funds — 0.9% (9) | ||||||||||||||||
US Bank Money Market Deposit Account | $ | 1,188 | $ | 1,188 | ||||||||||||
Total Short Term Investments — Money Market Funds | $ | 1,188 | $ | 1,188 | ||||||||||||
Short Term Investments — Restricted Investments— 4.4% (9) | ||||||||||||||||
US Bank Money Market Deposit Account (2) | $ | 5,951 | $ | 5,951 | ||||||||||||
Total Short Term Investments — Restricted Investments | $ | 5,951 | $ | 5,951 |
(1) | All of the Company’s investments are in entities which are domiciled in the United States and/or have a principal place of business in the United States. |
(2) | Has been pledged as collateral under the Credit Facilities or 2013-1 Securitization. |
(3) | All investments are less than 5% ownership of the class and ownership of the portfolio company. |
(4) | All interest is payable in cash due monthly in arrears, unless otherwise indicated, and applies only to the Company’s debt investments. Interest rate is the annual interest rate on the debt investment and does not include ETP and any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees. All debt investments are at fixed rates for the term of the loan, unless otherwise indicated. For each debt investment, the current interest rate in effect as of December 31, 2013 is provided. |
(5) | Portfolio company is a public company . |
(6) | For debt investments, represents principal balance less unearned income. |
(7) | Preferred and common stock warrants, equity interests and other investments are non-income producing. |
(8) | Debt is on non-accrual status at December 31, 2013 and is, therefore, considered non-income producing. |
(9) | Value as a percent of net assets. |
(10) | The Company did not have any non-qualifying assets under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying assets unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company’s total assets. |
(11) | ETPs are contractual fixed-interest payments due in cash at the maturity date of the applicable loan, including upon any prepayment, and are a fixed percentage of the original principal balance of the loan unless otherwise noted. Interest will accrue during the life of the loan on each end-of-term payment and will be recognized as non-cash income until it is actually paid. Therefore, a portion of the incentive fee will be based on income that the Company has not yet received in cash. |
See Notes to Consolidated Financial Statements
14 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 1. Organization
Horizon Technology Finance Corporation (the “Company”) was organized as a Delaware corporation on March 16, 2010 and is an externally managed, non-diversified, closed-end investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, the Company generally is not subject to corporate-level federal income tax on the portion of its taxable income and capital gains the Company distributes to the stockholders. The Company primarily makes secured loans to development-stage companies in the technology, life science, healthcare information and services and cleantech industries. All of the Company’s debt investments consist of loans secured by all of, or a portion of, the applicable debtor company’s tangible and intangible assets.
On October 28, 2010, the Company completed an initial public offering (“IPO”) and its common stock trades on the NASDAQ Global Select Market under the symbol “HRZN.” The Company was formed to continue and expand the business of Compass Horizon Funding Company LLC (“CHF”), a Delaware limited liability company, which commenced operations in March 2008 and became the Company’s wholly owned subsidiary upon the completion of the IPO.
Horizon Credit I LLC (“Credit I”) was formed as a Delaware limited liability company on January 23, 2008, with CHF as the sole equity member. Credit I is a special purpose bankruptcy remote entity and is a separate legal entity from the Company and CHF. There has been no activity at Credit I during the six months ended June 30, 2014.
Horizon Credit II LLC (“Credit II”) was formed as a Delaware limited liability company on June 28, 2011, with the Company as the sole equity member. Credit II is a special purpose bankruptcy remote entity and is a separate legal entity from the Company. Any assets conveyed to Credit II are not available to creditors of the Company or any other entity other than Credit II’s lenders.
Horizon Credit III LLC (“Credit III”) was formed as a Delaware limited liability company on May 30, 2012, with the Company as the sole equity member. Credit III is a special purpose bankruptcy remote entity and is a separate legal entity from the Company. Any assets conveyed to Credit III are not available to creditors of the Company or any other entity other than Credit III’s lenders.
Longview SBIC GP LLC and Longview SBIC LP (collectively, “Horizon SBIC”) were formed as a Delaware limited liability company and Delaware limited partnership, respectively on February 11, 2011. Horizon SBIC are wholly owned subsidiaries of the Company and were formed in anticipation of obtaining a license to operate a small business investment company from the U. S. Small Business Administration (“SBA”). There has been no activity in Horizon SBIC since its inception.
The Company formed Horizon Funding 2013-1 LLC (“2013-1 LLC”) as a Delaware limited liability company on June 7, 2013 and Horizon Funding Trust 2013-1 (“2013-1 Trust” and, together with 2013-1 LLC, the “2013-1 Entities”) as a Delaware trust on June 18, 2013. The 2013-1 Entities are special purpose bankruptcy remote entities and are separate legal entities from the Company. The Company formed the 2013-1 Entities for purposes of securitizing $189.3 million of secured loans and issuing fixed-rate asset-backed notes in an aggregate principal amount of $90 million (the “Asset-Backed Notes”).
HPO Assets LLC (“HPO”) was formed as a Delaware limited liability company on January 21, 2014, with the Company as the sole equity member. HPO is a separate legal entity from the Company. HPO holds certain assets acquired in connection with the bankruptcy sale of the assets of PixelOptics, Inc.
HCP Assets LLC (“HCP”) was formed as a Delaware limited liability company on January 21, 2014, with the Company as the sole equity member. HCP is a separate legal entity from the Company. HCP was formed to take title to assets, if any, acquired by the Company in connection with the foreclosure or bankruptcy sale of the assets of Cereplast, Inc. and to then sell such assets. There has been no activity in HCP since its inception.
15 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
The Company’s investment strategy is to maximize the investment portfolio’s return by generating current income from the debt investments the Company makes and capital appreciation from the warrants the Company receives when making such debt investments. The Company has entered into an investment management agreement (the “Investment Management Agreement”) with Horizon Technology Finance Management LLC (“HTFM” or the “Advisor”), under which the Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company.
Note 2. Basis of Presentation and Significant Accounting Policies
The consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the requirements for reporting on Form 10-Q and Article 6 or 10 of Regulation S-X. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications that are necessary for the fair presentation of financial results as of and for the periods presented. All intercompany balances and transactions have been eliminated. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, the unaudited financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2013.
Principles of Consolidation
As required under GAAP and Regulation S-X, the Company will generally consolidate its investment in a company that is an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s subsidiaries in its consolidated financial statements.
Use of Estimates
In preparing the consolidated financial statements in accordance with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, as of the date of the balance sheet and income and expenses for the period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the valuation of investments.
Fair Value
The Company records all of its investments at fair value in accordance with relevant GAAP, which establishes a framework used to measure fair value and requires disclosures for fair value measurements. The Company has categorized its investments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy as more fully described in Note 5. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity specific measure. Therefore, when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for financial instruments classified as Level 3.
See Note 5 for additional information regarding fair value.
16 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Segments
The Company has determined that it has a single reporting segment and operating unit structure. The Company lends to and invests in portfolio companies in various technology, life science, healthcare information and services and cleantech industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment.
Investments
Investments are recorded at fair value. The Company’s board of directors (“Board”) determines the fair value of its portfolio investments. The Company has the intent to hold its loans for the foreseeable future or until maturity or payoff.
Interest on debt investments is accrued and included in income based on contractual rates applied to principal amounts outstanding. Interest income is determined using a method that results in a level rate of return on principal amounts outstanding. Generally, when a loan becomes 90 days or more past due, or if the Company otherwise does not expect to receive interest and principal repayments, the loan is placed on non-accrual status and the recognition of interest income is discontinued. Interest payments received on loans that are on non-accrual status are treated as reductions of principal until the principal is repaid. As of June 30, 2014, there was one investment on non-accrual status with a cost basis of $3.0 million and a fair value of $2.7 million. As of December 31, 2013, there were five investments on non-accrual status with an aggregate cost of $23.2 million and an aggregate fair value of $13.9 million.
The Company receives a variety of fees from borrowers in the ordinary course of conducting its business, including advisory fees, commitment fees, amendment fees, non-utilization fees, success fees and prepayment fees. In a limited number of cases, the Company may also receive a non-refundable deposit earned upon the termination of a transaction. Loan origination fees, net of certain direct origination costs, are deferred, and along with unearned income, are amortized as a level yield adjustment over the respective term of the loan. All other income is recorded into income when earned. Fees for counterparty loan commitments with multiple loans are allocated to each loan based upon each loan’s relative fair value. When a loan is placed on non-accrual status, the amortization of the related fees and unearned income is discontinued until the loan is returned to accrual status.
Certain loan agreements also require the borrower to make an end-of-term payment (“ETP”) that is accrued into interest income over the life of the loan to the extent such amounts are expected to be collected. The Company will generally cease accruing the income if there is insufficient value to support the accrual or the Company does not expect the borrower to be able to pay all principal and interest due.
In connection with substantially all lending arrangements, the Company receives warrants to purchase shares of stock from the borrower. The warrants are recorded as assets at estimated fair value on the grant date using the Black-Scholes valuation model. The warrants are considered loan fees and are also recorded as unearned loan income on the grant date. The unearned income is recognized as interest income over the contractual life of the related loan in accordance with the Company’s income recognition policy. Subsequent to loan origination, the fair value of the warrants is determined using the Black-Scholes valuation model. Any adjustment to fair value is recorded through earnings as net unrealized gain or loss on investments. Gains from the disposition of the warrants or stock acquired from the exercise of warrants are recognized as realized gains on investments.
Realized gains or losses on the sale of investments, or upon the determination that an investment balance or portion thereof is not recoverable, are calculated using the specific identification method. The Company measures realized gains or losses by calculating the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment. Net change in unrealized appreciation or depreciation reflects the change in the fair values of the Company’s portfolio investments during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
17 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Debt Issuance Costs
Debt issuance costs are fees and other direct incremental costs incurred by the Company in obtaining debt financing from its lenders and issuing debt securities. Debt issuance costs are recognized as assets and are amortized as interest expense over the term of the related debt financing. The unamortized balance of debt issuance costs as of June 30, 2014 and December 31, 2013, included in other assets, was $3.1 million and $5.1 million, respectively. The accumulated amortization balances as of June 30, 2014 and December 31, 2013 were $2.3 million and $2.0 million, respectively. The amortization expense for the six months ended June 30, 2014 and 2013 was $2.0 million and $0.4 million, respectively. On June 17, 2014, the Company terminated its term loan credit facility, the “Fortress Facility”, and accelerated $1.1 million of unamortized debt issuance cost. The Company expects to incur no ongoing obligations or expenses in connection with the termination and prepayment of the Fortress Facility.
Income Taxes
As a BDC, the Company also has elected to be treated as a RIC under subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and to timely distribute to its stockholders at least 90% of investment company taxable income, as defined by the Code, for each tax year. The Company, among other things, has made and intends to continue to make the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4% excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For both the six months ended June 30, 2014 and 2013, $0.1 million was recorded for U.S. federal excise tax.
The Company evaluates tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold, or uncertain tax positions, would be recorded as a tax expense in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. The Company had no material uncertain tax positions at June 30, 2014 and December 31, 2013. The 2012, 2011 and 2010 tax years remain subject to examination by U.S. federal and state tax authorities.
Distributions
Distributions to common stockholders are recorded on the declaration date. The amount to be paid out is determined by the Board. Net realized long-term capital gains, if any, are distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of cash distributions and other distributions on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and the Company declares, a cash distribution, then stockholders who have not “opted out” of the dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company may use newly issued shares to implement the plan (especially if the Company’s shares are trading at a premium to net asset value), or the Company may purchase shares in the open market to fulfill its obligations under the plan.
Transfers of Financial Assets
Assets related to transactions that do not meet Accounting Standards Codification (“ASC”) Topic 860 — Transfers and Servicing requirements for accounting sale treatment are reflected in the Company’s consolidated statements of financial condition as investments. Those assets are owned by special purpose entities that are consolidated in the Company’s financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or any affiliate of the Company).
18 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company — put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the transferor does not maintain effective control over the transferred assets through either (a) an agreement that both entitles and obligates the transferor to repurchase or redeem the assets before maturity or (b) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
New Accounting Pronouncement
In June 2013, FASB issued Accounting Standards Update 2013-08, Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements, or ASU 2013-08, containing new guidance on assessing whether an entity is an investment company, requiring non-controlling ownership interest in investment companies to be measured at fair value and requiring certain additional disclosures. This guidance is effective for annual and interim periods beginning on or after December 15, 2013. ASU 2013-08 did not have a material impact on the Company’s consolidated financial position or disclosures.
Note 3. Related Party Transactions
Investment Management Agreement
On October 28, 2010, the Company entered into the Investment Management Agreement with the Advisor, which was renewed in August 2013, under which the Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company. Under the terms of the Investment Management Agreement, the Advisor determines the composition of the Company’s investment portfolio, the nature and timing of the changes to the investment portfolio and the manner of implementing such changes; identifies, evaluates and negotiates the structure of the investments the Company makes (including performing due diligence on the Company’s prospective portfolio companies); and closes, monitors and administers the investments the Company makes, including the exercise of any voting or consent rights.
The Advisor’s services under the Investment Management Agreement are not exclusive to the Company, and the Advisor is free to furnish similar services to other entities so long as its services to the Company are not impaired. The Advisor is a registered investment adviser with the U.S. Securities and Exchange Commission (the “SEC”). The Advisor receives fees for providing services, consisting of two components, a base management fee and an incentive fee.
The base management fee under the Investment Management Agreement is calculated at an annual rate of 2.00% of the Company’s gross assets, payable monthly in arrears. For purposes of calculating the base management fee, the term “gross assets” includes any assets acquired with the proceeds of leverage. The Advisor waived, $0.1 million and $0.2 million of base management fee, that the Advisor would have otherwise earned on cash held by the Company at the time of calculation, for the three and six months ended June 30, 2014, respectively. After giving effect of this waiver, the management fee payable at June 30, 2014 and December 31, 2013 was $0.3 million and $0.4 million, respectively. After giving effect to this waiver, the base management fee expense was $1.1 million and $1.3 million for the three months ended June 30, 2014 and 2013, respectively. After giving effect of this waiver, the base management fee expense was $2.3 million and $2.6 million for the six months ended June 30, 2014 and 2013, respectively.
19 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
The incentive fee has two parts, as follows:
The first part is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment income for the immediately preceding calendar quarter. For this purpose, pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees received from portfolio companies) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, expenses payable under the administration agreement (as defined below), and any interest expense and any dividends paid on any issued and outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with payment-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. The incentive fee with respect to the pre-incentive fee net income is 20.00% of the amount, if any, by which the pre-incentive fee net investment income for the immediately preceding calendar quarter exceeds a 1.75% (which is 7.00% annualized) hurdle rate and a “catch-up” provision measured as of the end of each calendar quarter. Under this provision, in any calendar quarter, the Advisor receives no incentive fee until the net investment income equals the hurdle rate of 1.75%, but then receives, as a “catch-up,” 100.00% of the pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the hurdle rate but is less than 2.1875%. The effect of this provision is that, if pre-incentive fee net investment income exceeds 2.1875% in any calendar quarter, the Advisor will receive 20.00% of the pre-incentive fee net investment income as if the hurdle rate did not apply.
Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter in which the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the quarterly minimum hurdle rate, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses. The Company’s net investment income used to calculate this part of the incentive fee is also included in the amount of the Company’s gross assets used to calculate the 2.00% base management fee. These calculations are appropriately prorated for any period of less than three months and adjusted for any share issuances or repurchases during the current quarter.
The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year (or upon termination of the Investment Management Agreement, as of the termination date), and equals 20.00% of the Company’s realized capital gains, if any, on a cumulative basis from the date of the election to be a BDC through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis through the end of such year, less all previous amounts paid in respect of the capital gain incentive fee.
There was no performance based incentive fee expense for the three months ended June 30, 2014. The performance based incentive fee expense was $0.9 million for the three months ended June 30, 2013. The performance based incentive fee expense was $0.4 million and $1.6 million for the six months ended June 30, 2014 and 2013, respectively. There was no incentive fee payable as of June 30, 2014. The incentive fee payable as of December 31, 2013 was $0.9 million. The entire incentive fee payable as of December 31, 2013 represents part one of the incentive fee.
Administration Agreement
The Company entered into an administration agreement (the “Administration Agreement”) with the Advisor to provide administrative services to the Company. For providing these services, facilities and personnel, the Company will reimburse the Advisor for the Company’s allocable portion of overhead and other expenses incurred by the Advisor in performing its obligations under the Administration Agreement, including rent, the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the costs of compensation and related expenses of the Company’s chief compliance officer and chief financial officer and their respective staffs. The administrative fee expense was $0.3 million for both the three months ended June 30, 2014 and 2013. The administrative fee expense was $0.5 million and $0.6 million for the six months ended June 30, 2014 and 2013, respectively.
20 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 4. Investments
Investments, all of which are with portfolio companies in the United States, consisted of the following:
June 30, 2014 | December 31, 2013 | |||||||||||||||
Cost | Fair Value | Cost | Fair Value | |||||||||||||
Money market funds | $ | 9,582 | $ | 9,582 | $ | 1,188 | $ | 1,188 | ||||||||
Restricted investments in money market funds | $ | 4,840 | $ | 4,840 | $ | 5,951 | $ | 5,951 | ||||||||
Non-affiliate investments | ||||||||||||||||
Debt | $ | 209,507 | $ | 209,197 | $ | 223,054 | $ | 213,754 | ||||||||
Warrants | 5,226 | 6,347 | 5,745 | 6,036 | ||||||||||||
Other Investments | 4,668 | 400 | 4,729 | 400 | ||||||||||||
Equity | 3,094 | 3,351 | 782 | 1,094 | ||||||||||||
Total non-affiliate investments | $ | 222,495 | $ | 219,295 | $ | 234,310 | $ | 221,284 |
The following table shows the Company’s portfolio investments by industry sector:
June 30, 2014 | December 31, 2013 | |||||||||||||||
Cost | Fair Value | Cost | Fair Value | |||||||||||||
Life Science | ||||||||||||||||
Biotechnology | $ | 14,535 | $ | 16,749 | $ | 17,604 | $ | 19,631 | ||||||||
Medical Device | 20,229 | 19,641 | 20,079 | 14,972 | ||||||||||||
Technology | ||||||||||||||||
Communications | 19,983 | 19,572 | 10,019 | 9,847 | ||||||||||||
Consumer-Related Technologies | 2,095 | 2,647 | 118 | 435 | ||||||||||||
Data Storage | 4,690 | 419 | 4,751 | 419 | ||||||||||||
Internet and Media | 4,841 | 4,911 | 6,119 | 6,201 | ||||||||||||
Networking | 1,046 | 1,045 | 1,025 | 1,034 | ||||||||||||
Power Management | 7 | 57 | 14,382 | 13,101 | ||||||||||||
Semiconductors | 46,076 | 45,940 | 37,897 | 37,793 | ||||||||||||
Software | 60,088 | 60,522 | 67,510 | 67,869 | ||||||||||||
Cleantech | ||||||||||||||||
Alternative Energy | 10,606 | 10,273 | 12,263 | 11,840 | ||||||||||||
Energy Efficiency | 8,988 | 8,846 | 13,743 | 11,596 | ||||||||||||
Waste Recycling | — | — | 2,294 | 680 | ||||||||||||
Healthcare Information and Services | ||||||||||||||||
Diagnostics | 15,516 | 14,967 | 12,752 | 12,203 | ||||||||||||
Other Healthcare Related Services | 7,405 | 7,212 | 7,384 | 7,190 | ||||||||||||
Software | 6,390 | 6,494 | 6,370 | 6,473 | ||||||||||||
Total non-affiliate investments | $ | 222,495 | $ | 219,295 | $ | 234,310 | $ | 221,284 |
Note 5. Fair Value
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in certain instances, there are no quoted market prices for certain assets or liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the asset or liability.
Fair value measurements focus on exit prices in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment.
21 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
The Company’s fair value measurements are classified into a fair value hierarchy based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The three categories within the hierarchy are as follows:
Level 1 Quoted prices in active markets for identical assets and liabilities.
Level 2 Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, and model-based valuation techniques for which all significant inputs are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
Investments are valued at fair value as determined in good faith by the Board, based on input of management, the audit committee and independent valuation firms that have been engaged at the direction of the Board to assist in the valuation of each portfolio investment lacking a readily available market quotation at least once during a trailing twelve-month period under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with 25% (based on fair value) of the Company’s valuation of portfolio companies lacking readily available market quotations subject to review by an independent valuation firm.
Because there is not a readily available market value for most of the investments in its portfolio, the Company values substantially all of its portfolio investments at fair value as determined in good faith by the Board, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period. Additionally, the fair value of the Company's investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded such portfolio investment.
Cash and interest receivable: The carrying amount is a reasonable estimate of fair value. These financial instruments are not recorded at fair value on a recurring basis and are categorized as Level 1 within the fair value hierarchy described above.
Money Market Funds: The carrying amounts are valued at their net asset value as of the close of business on the day of valuation. These financial instruments are recorded at fair value on a recurring basis and are categorized as Level 2 within the fair value hierarchy described above as these funds can be redeemed daily.
Debt Investments: For variable rate debt investments which re-price frequently and have no significant change in credit risk, carrying values are a reasonable estimate of fair values. The fair value of fixed rate debt investments is estimated by discounting the expected future cash flows using the year end rates at which similar debt investments would be made to borrowers with similar credit ratings and for the same remaining maturities. At June 30, 2014 and December 31, 2013, the hypothetical market yield used ranged from 9% to 18% and from 9% to 25%, respectively. Significant increases (decreases) in this unobservable input would result in a significantly lower (higher) fair value measurement. These assets are recorded at fair value on a recurring basis and are categorized as Level 3 within the fair value hierarchy described above.
22 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Under certain circumstances, the Company may use an alternative technique to value debt investments that better reflects its fair value such as the use of multiple probability weighted cash flow models when the expected future cash flows contain elements of variability.
Warrant Investments: The Company values its warrants using the Black-Scholes valuation model incorporating the following material assumptions:
• | Underlying asset value of the issuer is estimated based on information available, including any information regarding the most recent rounds of borrower funding. Significant increases (decreases) in this unobservable input would result in a significantly higher (lower) fair value measurements. |
• | Volatility, or the amount of uncertainty or risk about the size of the changes in the warrant price, is based on indices of publicly traded companies similar in nature to the underlying company issuing the warrant. A total of seven such indices are used. Significant increases (decreases) in this unobservable input would result in a significantly higher (lower) fair value investment. |
• | The risk-free interest rates are derived from the U.S. Treasury yield curve. The risk-free interest rates are calculated based on a weighted average of the risk-free interest rates that correspond closest to the expected remaining life of the warrant. |
• | Other adjustments, including a marketability discount on private company warrants, are estimated based on management’s judgment about the general industry environment. Significant increases (decreases) in this unobservable input would result in significantly lower (higher) fair value measurement. |
• | Historical portfolio experience on cancellations and exercises of the Company’s warrants are utilized as the basis for determining the estimated time to exit of the warrants in each financial reporting period. Warrants may be exercised in the event of acquisitions, mergers or IPOs, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants. Significant increases (decreases) in this unobservable input would result in significantly higher (lower) fair value measurement. |
Under certain circumstances the Company may use an alternative technique to value warrants that better reflects the warrants’ fair value, such as an expected settlement of a warrant in the near term or a model that incorporates a put feature associated with the warrant. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option.
The fair value of the Company’s warrants held in publicly traded companies is determined based on inputs that are readily available in public markets or can be derived from information available in public markets. Therefore, the Company has categorized these warrants as Level 2 within the fair value hierarchy described above. The fair value of the Company’s warrants held in private companies is determined using both observable and unobservable inputs and represents management’s best estimate of what market participants would use in pricing the warrants at the measurement date. Therefore, the Company has categorized these warrants as Level 3 within the fair value hierarchy described above. These assets are recorded at fair value on a recurring basis.
Equity Investments: The fair value of an equity investment in a privately held company is initially the face value of the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing. The Company may make adjustments to fair value, absent a new equity financing event, based upon positive or negative changes in a portfolio company’s financial or operational performance. Significant increases (decreases) in this unobservable input would result in a significantly higher (lower) fair value measurement. The Company has categorized these equity investments as Level 3 with the fair value hierarchy described above. The fair value of an equity investment in a publicly traded company is based upon the closing public share price on the date of measurement. Therefore, the Company has categorized these equity investments as Level 1 within the fair value hierarchy described above. These assets are recorded at fair value on a recurring basis.
23 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Other Investments: Other investments will be valued based on the facts and circumstances of the underlying agreement. The Company currently values one contractual agreement using a multiple probability weighted cash flow model as the contractual future cash flows contain elements of variability. Significant changes in the estimated cash flows and probability weightings would result in a significantly higher or lower fair value measurement. The Company has categorized this other investment as Level 3 within the fair value hierarchy described above. These assets are recorded at fair value on a recurring basis.
The following tables provide a summary of quantitative information about the Company’s Level 3 fair value measurements of its investments as of June 30, 2014 and December 31, 2013. In addition to the techniques and inputs noted in the table below, according to the Company’s valuation policy, the Company may also use other valuation techniques and methodologies when determining its fair value measurements.
The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Company’s fair value measurements as of June 30, 2014:
June 30, 2014 | ||||||||||||||||
Fair | Valuation Techniques/ | Unobservable | Weighted | |||||||||||||
Investment Type | Value | Methodologies | Input | Range | Average | |||||||||||
Debt investments | $ | 206,476 | Discounted Expected Future Cash Flows | Hypothetical Market Yield | 9% - 18% | 11% | ||||||||||
2,721 | Multiple Probability Weighted Cash | Probability Weighting | 33% - 67% | 50% | ||||||||||||
Flow Model | ||||||||||||||||
Warrant investments | 3,612 | Black-Scholes Valuation Model | Price per share Average Industry Volatility | $0.0 – 63.98 19% | $10.24 19% | |||||||||||
Marketability Discount | 20% | 11% | ||||||||||||||
Estimated Time to Exit | .25 to 9 years | 2.56 years | ||||||||||||||
Other investments | 400 | Multiple Probability Weighted Cash Flow Model | Discount Rate Probability Weighting | 25% 100% | 25% 100% | |||||||||||
Equity investments | 2,300 | Most Recent Equity Investment | Price Per Share | $0.19 | $0.19 | |||||||||||
222 | Market Comparable Companies | Price Per Share | $0.57 | $0.57 | ||||||||||||
Total Level 3 investments | $ | 215,731 |
The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Company’s fair value measurements as of December 31, 2013:
December 31, 2013 | ||||||||||||||||
Fair | Valuation Techniques/ | Unobservable | Weighted | |||||||||||||
Investment Type | Value | Methodologies | Input | Range | Average | |||||||||||
Debt investments | $ | 199,815 | Discounted Expected Future Cash Flows | Hypothetical Market Yield | 9% - 25%
| 11% | ||||||||||
13,939 | Multiple Probability Weighted Cash | Probability Weighting | 10% - 100% | 67% | ||||||||||||
Flow Model | ||||||||||||||||
Warrant investments | 4,579 | Black-Scholes Valuation Model | Price per share Average Industry Volatility | $0.0 – $63.98 19% | $5.64 19% | |||||||||||
Marketability Discount | 20% | 15% | ||||||||||||||
Estimated Time to Exit | 1 to 10 years | 3 years | ||||||||||||||
Other investments | 400 | Multiple Probability Weighted Cash Flow Model | Discount Rate Probability Weighting | 25% 100% | 25% 100% | |||||||||||
Equity investments | 529 | Most Recent Equity Investment | Price Per Share | $1.09 – $1.50 | $1.17 | |||||||||||
Total Level 3 investments | $ | 219,262 |
Borrowings: The carrying amount of borrowings under the Credit Facilities (as defined in Note 6) approximates fair value due to the variable interest rate of the Credit Facilities and are categorized as Level 2 within the fair value hierarchy described above. Additionally, the Company considers its creditworthiness in determining the fair value of such borrowings. The fair value of the fixed rate 2019 Notes (as defined in Note 6) is based on the closing public share price on the date of measurement. At June 30, 2014, the 2019 Notes were trading on the New York Stock Exchange for $25.84 per note, or $34.1 million. Therefore, the Company has categorized this borrowing as Level 1 within the fair value hierarchy described above. Based on market quotations on June 30, 2014, the Asset-Backed Notes (as defined in Note 6) were trading at par value, or $64.5 million, and are categorized as Level 3 within the fair value hierarchy described above. These liabilities are not recorded at fair value on a recurring basis.
24 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Off-Balance-Sheet Instruments: Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standings. Therefore, the Company has categorized these instruments as Level 3 within the fair value hierarchy described above.
The following tables detail the assets and liabilities that are carried at fair value and measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:
June 30, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market funds | $ | 9,582 | $ | — | $ | 9,582 | $ | — | ||||||||
Restricted investments in money market funds | $ | 4,840 | $ | — | $ | 4,840 | $ | — | ||||||||
Debt investments | $ | 209,197 | $ | — | $ | — | $ | 209,197 | ||||||||
Warrant investments | $ | 6,347 | $ | — | $ | 2,735 | $ | 3,612 | ||||||||
Other investments | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||
Equity investments | $ | 3,351 | $ | 829 | $ | — | $ | 2,522 |
December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Money market funds | $ | 1,188 | $ | — | $ | 1,188 | $ | — | ||||||||
Restricted investments in money market funds | $ | 5,951 | $ | — | $ | 5,951 | $ | — | ||||||||
Debt investments | $ | 213,754 | $ | — | $ | — | $ | 213,754 | ||||||||
Warrant investments | $ | 6,036 | $ | — | $ | 1,457 | $ | 4,579 | ||||||||
Other investments | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||
Equity investments | $ | 1,094 | $ | 565 | $ | — | $ | 529 |
The following table shows a reconciliation of the beginning and ending balances for Level 3 assets measured at fair value on a recurring basis for the three months ended June 30, 2014:
Three Months Ended June 30, 2014 | ||||||||||||||||||||
Debt Investments | Warrant Investments | Equity Investments | Other Investments | Total | ||||||||||||||||
Level 3 assets, beginning of period | $ | 217,924 | $ | 3,890 | $ | 2,720 | $ | 400 | $ | 224,934 | ||||||||||
Purchase of investments | 26,052 | — | — | — | 26,052 | |||||||||||||||
Warrants and equity received and classified as Level 3 | — | 154 | — | — | 154 | |||||||||||||||
Principal payments received on investments | (35,682 | ) | — | — | (34 | ) | (35,716 | ) | ||||||||||||
Proceeds from sale of investments | — | (209 | ) | — | — | (209 | ) | |||||||||||||
Net realized (loss) gain on investments | (714 | ) | 32 | — | — | (682 | ) | |||||||||||||
Unrealized appreciation (depreciation) included in earnings | 1,439 | (255 | ) | (198 | ) | 34 | 1,020 | |||||||||||||
Other | 178 | — | — | — | 178 | |||||||||||||||
Level 3 assets, end of period | $ | 209,197 | $ | 3,612 | $ | 2,522 | $ | 400 | $ | 215,731 |
The Company’s transfers between levels are recognized at the end of each reporting period. During the three months ended June 30, 2014, there were no transfers between Level 1 and Level 2.
The following table shows a reconciliation of the beginning and ending balances for Level 3 assets measured at fair value on a recurring basis for the three months ended June 30, 2013:
25 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Three Months Ended June 30, 2013 | ||||||||||||||||||||
Debt Investments | Warrant Investments | Equity Investments | Other Investments | Total | ||||||||||||||||
Level 3 assets, beginning of period | $ | 238,749 | $ | 5,378 | $ | 635 | $ | 2,100 | $ | 246,862 | ||||||||||
Purchase of investments | 29,143 | — | — | — | 29,143 | |||||||||||||||
Warrants and equity received and classified as Level 3 | — | 254 | — | — | 254 | |||||||||||||||
Principal payments received on investments | (27,973 | ) | — | — | — | (27,973 | ) | |||||||||||||
Proceeds from sale of warrants | — | (39 | ) | — | — | (39 | ) | |||||||||||||
Unrealized depreciation included in earnings | (2,179 | ) | (282 | ) | (106 | ) | — | (2,567 | ) | |||||||||||
Realized loss included in earnings | — | (45 | ) | — | (45 | ) | ||||||||||||||
Transfer out of Level 3 | — | (116 | ) | — | — | (116 | ) | |||||||||||||
Other | 131 | — | — | — | 131 | |||||||||||||||
Level 3 assets, end of period | $ | 237,871 | $ | 5,150 | $ | 529 | $ | 2,100 | $ | 245,650 |
The Company’s transfers between levels are recognized at the end of each reporting period. During the three months ended June 30, 2013, there were no transfers between Level 1 and Level 2. The transfer out of Level 3 relates to warrants held in one portfolio company, with a fair value of $0.1 million, that were transferred into Level 2 due to the portfolio company becoming a public company during the three months ended June 30, 2013. Because the fair value of warrants held in publicly traded companies is determined based on inputs that are readily available in public markets or can be derived from information available in public markets, the Company has categorized the warrants as Level 2 within the fair value hierarchy described above as of June 30, 2013.
The following table shows a reconciliation of the beginning and ending balances for Level 3 assets measured at fair value on a recurring basis for the six months ended June 30, 2014:
Six Months Ended June 30, 2014 | ||||||||||||||||||||
Debt Investments | Warrant Investments | Equity Investments | Other Investments | Total | ||||||||||||||||
Level 3 assets, beginning of period | $ | 213,754 | $ | 4,579 | $ | 529 | $ | 400 | $ | 219,262 | ||||||||||
Purchase of investments | 43,978 | — | — | — | 43,978 | |||||||||||||||
Warrants and equity received and classified as Level 3 | — | 260 | — | — | 260 | |||||||||||||||
Principal payments received on investments | (47,428 | ) | — | — | (61 | ) | (47,489 | ) | ||||||||||||
Proceeds from sale of investments | — | (929 | ) | — | — | (929 | ) | |||||||||||||
Net realized (loss) gain on investments | (8,096 | ) | 501 | — | — | (7,595 | ) | |||||||||||||
Unrealized appreciation (depreciation) included in earnings | 8,990 | (479 | ) | (198 | ) | 61 | 8,374 | |||||||||||||
Transfer out of Level 3 | — | (320 | ) | (109 | ) | — | (429 | ) | ||||||||||||
Transfer from debt to equity investments | (2,300 | ) | — | 2,300 | — | — | ||||||||||||||
Other | 299 | — | — | — | 299 | |||||||||||||||
Level 3 assets, end of period | $ | 209,197 | $ | 3,612 | $ | 2,522 | $ | 400 | $ | 215,731 |
The Company’s transfers between levels are recognized at the end of each reporting period. During the six months ended June 30, 2014, there were no transfers between Level 1 and Level 2. The transfer out of Level 3 relates to warrants held in two portfolio companies and equity held in one portfolio company, with an aggregate fair value of $0.4 million, that were transferred into Level 2 upon the portfolio companies becoming public companies during the period. Because the fair value of warrants and equity held in publicly traded companies is determined based on inputs that are readily available in public markets or can be derived from information available in public markets, the Company has categorized the warrants and equity as Level 2 within the fair value hierarchy described above as of June 30, 2014. During the six months ended June 30, 2014, there was one transfer between debt investments and equity investments. The transfer out of debt investments relates to the settlement of one of the Company’s debt investments for a cash payment of $2.7 million and $2.3 million in newly issued preferred stock of the applicable portfolio company.
26 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
The change in unrealized appreciation included in the consolidated statement of operations attributable to Level 3 investments still held at June 30, 2014 includes $0.1 million in unrealized appreciation for both loans and other investments, $0.1 million in unrealized depreciation on warrants and $0.2 million in unrealized depreciation on equity.
The following table shows a reconciliation of the beginning and ending balances for Level 3 assets measured at fair value on a recurring basis for the six months ended June 30, 2013:
Six Months Ended June 30, 2013 | ||||||||||||||||||||
Debt Investments | Warrant Investments | Equity Investments | Other Investments | Total | ||||||||||||||||
Level 3 assets, beginning of period | $ | 220,297 | $ | 4,914 | $ | 526 | $ | 2,100 | $ | 227,837 | ||||||||||
Purchase of investments | 57,643 | — | — | — | 57,643 | |||||||||||||||
Warrants and equity received and classified as Level 3 | — | 426 | — | — | 426 | |||||||||||||||
Principal payments received on investments | (37,935 | ) | — | — | — | (37,935 | ) | |||||||||||||
Proceeds from sale of warrants | — | (39 | ) | — | — | (39 | ) | |||||||||||||
Unrealized (depreciation) appreciation included in earnings | (2,249 | ) | 10 | (70 | ) | — | (2,309 | ) | ||||||||||||
Realized loss included in earnings | — | (45 | ) | — | — | (45 | ) | |||||||||||||
Transfer out of Level 3 | — | (116 | ) | — | — | (116 | ) | |||||||||||||
Transfer from debt to equity investments | (73 | ) | — | 73 | — | — | ||||||||||||||
Other | 188 | — | — | — | 188 | |||||||||||||||
Level 3 assets, end of period | $ | 237,871 | $ | 5,150 | $ | 529 | $ | 2,100 | $ | 245,650 |
The Company’s transfers between levels are recognized at the end of each reporting period. During the six months ended June 30, 2013, there were no transfers between Level 1 and Level 2. The transfer out of Level 3 relates to warrants held in one portfolio company, with a fair value of $0.1 million, that were transferred into Level 2 due to the portfolio company becoming a public company during the six months ended June 30, 2013. Because the fair value of warrants held in publicly traded companies is determined based on inputs that are readily available in public markets or can be derived from information available in public markets, the Company has categorized the warrants as Level 2 within the fair value hierarchy described above as of June 30, 2013.
The Company discloses fair value information about financial instruments, whether or not recognized in the statement of assets and liabilities, for which it is practicable to estimate that value. Certain financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.
The fair value amounts have been measured as of the reporting date, and have not been reevaluated or updated for purposes of these financial statements subsequent to that date. As such, the fair values of these financial instruments subsequent to the reporting date may be different than amounts reported.
As of June 30, 2014 and December 31, 2013, the recorded balances equaled fair values of all the Company’s financial instruments, except for the Company’s 2019 Notes, as previously described.
Off-balance-sheet instruments
The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change, and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and by investing in securities with terms that mitigate the Company’s overall interest rate risk.
27 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 6. Borrowings
A summary of the Company’s borrowings as of June 30, 2014 and December 31, 2013 is as follows:
June 30, 2014 | December 31, 2013 | |||||||||||||||||||||||
Total Commitment | Balance Outstanding | Unused Commitment | Total Commitment | Balance Outstanding | Unused Commitment | |||||||||||||||||||
Asset-Backed Notes | $ | 64,536 | $ | 64,536 | $ | — | $ | 79,343 | $ | 79,343 | $ | — | ||||||||||||
Fortress Facility | — | — | — | 75,000 | 10,000 | 65,000 | ||||||||||||||||||
Key Facility | 50,000 | 10,000 | 40,000 | 50,000 | — | 50,000 | ||||||||||||||||||
2019 Notes | 33,000 | 33,000 | — | 33,000 | 33,000 | — | ||||||||||||||||||
Total | $ | 147,536 | $ | 107,536 | $ | 40,000 | $ | 237,343 | $ | 122,343 | $ | 115,000 |
In accordance with the 1940 Act, with certain limited exceptions, the Company is only allowed to borrow amounts such that the Company’s asset coverage, as defined in the 1940 Act, is at least 200% after such borrowings. As of June 30, 2014, the asset coverage ratio for borrowed amounts was 227%.
On November 4, 2013, the Company renewed and amended the revolving credit facility (“Wells Facility”) previously administered by Wells Fargo Capital Finance LLC (“Wells”) and facilitated the assignment of all rights and obligations of Wells under the Wells Facility to Key Equipment Finance (“Key”) (referred to herein as the “Key Facility”). The Key Facility has an accordion feature which allows for an increase in the total loan commitment to $150 million from the current $50 million commitment provided by Key. The Key Facility is collateralized by all loans and warrants held by Credit II and permits an advance rate of up to 50% of eligible loans held by Credit II. The Key Facility contains covenants that, among other things, require the Company to maintain a minimum net worth and to restrict the loans securing the Key Facility to certain criteria for qualified loans and includes portfolio company concentration limits as defined in the related loan agreement. The Key Facility has a three-year revolving period followed by a two-year amortization period and matures on November 4, 2018. The interest rate is based upon the one-month London Interbank Offered Rate, or LIBOR, plus a spread of 3.25%, with a LIBOR floor of 0.75%. The rate at June 30, 2014 and December 31, 2013 was 4.00%. As of June 30, 2014, the Company had borrowing capacity of $40.0 million of which $30.0 million was available, subject to existing terms and advance rates.
On March 23, 2012, the Company issued and sold an aggregate principal amount of $30 million of 7.375% senior unsecured notes due in 2019, and, on April 18, 2012, pursuant to the underwriters’ 30 day option to purchase additional notes, the Company sold an additional $3 million of such notes (collectively, the “2019 Notes”). The 2019 Notes will mature on March 15, 2019 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after March 15, 2015 at a redemption price of $25 per security plus accrued and unpaid interest. The 2019 Notes bear interest at a rate of 7.375% per year payable quarterly on March 15, June 15, September 15 and December 15 of each year. The 2019 Notes are the Company’s direct unsecured obligations and (i) rank equally in right of payment with the Company’s future senior unsecured indebtedness; (ii) are senior in right of payment to any of the Company’s future indebtedness that expressly provides it is subordinated to the 2019 Notes; (iii) are effectively subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness and (iv) are structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries. As of June 30, 2014, the Company was in material compliance with the terms of the 2019 Notes. The 2019 Notes are listed on the New York Stock Exchange under the symbol “HTF.”
28 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
The Company entered into its Fortress Facility (together with the Key Facility, the “Credit Facilities”) with Fortress Credit Co LLC (“Fortress”) effective August 23, 2012. The Fortress Facility was collateralized by all loans and warrants held by Credit III. The Fortress Facility contained covenants that, among other things, required the Company to maintain a minimum net worth and restricted the loans securing the Fortress Facility to certain criteria for qualified loans and includes portfolio company concentration limits as defined in the related loan agreement. The Fortress Facility, among other things, had a three-year term subject to two one-year extensions with a draw period of up to four years. The Fortress Facility required the payment of an unused line fee in an amount equal to 1.00% of unborrowed amounts available under the facility annually and had an effective advance rate of 66% against eligible loans. The Fortress Facility bore interest based upon the one-month LIBOR plus a spread of 6.00%, with a LIBOR floor of 1.00%. The rate at December 31, 2013 was 7.00%, and the average rate for the three and six months ended June 30, 2014 and 2013 was 7.00%.
Effective June 17, 2014, the Company terminated the Fortress Facility. In connection therewith, a loan and security agreement and other related documents governing the Fortress Facility were also terminated. As such, the Company had no borrowing capacity under the Fortress Facility as of June 30, 2014. Upon termination of the Fortress Facility, the Company accelerated into interest expense $1.1 million of unamortized debt issuance costs and paid a $0.8 million prepayment fee. The Company expects to incur no ongoing obligations or expenses in connection with the termination and prepayment of the Fortress Facility.
On June 28, 2013, the Company completed a $189.3 million securitization of secured loans which it originated. 2013-1 Trust, a wholly owned subsidiary of the Company, issued $90 million in the Asset-Backed Notes, which are rated A2(sf) by Moody’s Investors Service, Inc. The Company is the sponsor, originator and servicer for the transaction. The Asset-Backed Notes bear interest at a fixed rate of 3.00% per annum and have a stated maturity of May 15, 2018.
The Asset-Backed Notes were issued by 2013-1 Trust pursuant to a note purchase agreement (the “Note Purchase Agreement”), dated as of June 28, 2013, by and among the Company, 2013-1 LLC, as trust depositor, 2013-1 Trust and Guggenheim Securities, LLC (“Guggenheim Securities”), as initial purchaser, and are backed by a pool of loans made to certain portfolio companies of the Company and secured by certain assets of such portfolio companies. The pool of loans is to be serviced by the Company. In connection with the issuance and sale of the Asset-Backed Notes, the Company has made customary representations, warranties and covenants in the Note Purchase Agreement. The Asset-Backed Notes are secured obligations of 2013-1 Trust and are non-recourse to the Company.
As part of the transaction, the Company entered into a sale and contribution agreement, dated as of June 28, 2013 (the “Sale and Contribution Agreement”), with 2013-1 LLC, pursuant to which the Company has agreed to sell or has contributed to 2013-1 LLC certain secured loans made to certain portfolio companies of the Company (the “Loans”). The Company has made customary representations, warranties and covenants in the Sale and Contribution Agreement with respect to the Loans as of the date of the transfer of the Loans to 2013-1 LLC. The Company has also entered into a sale and servicing agreement, dated as of June 28, 2013 (the “Sale and Servicing Agreement”), with 2013-1 LLC and 2013-1 Trust pursuant to which 2013-1 LLC has agreed to sell or has contributed the Loans to 2013-1 Trust. The Company has made customary representations, warranties and covenants in the Sale and Servicing Agreement. The Company will also serve as administrator to 2013-1 Trust pursuant to an administration agreement, dated as of June 28, 2013, with 2013-1 Trust, Wilmington Trust, National Association, and U.S. Bank National Association. 2013-1 Trust also entered into an indenture, dated as of June 28, 2013, which governs the Asset-Backed Notes and includes customary covenants and events of default. In addition, 2013-1 LLC entered into an amended and restated trust agreement, dated as of June 28, 2013, which includes customary representations, warranties and covenants. The Asset-Backed Notes were sold through an unregistered private placement to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) who, in each case, are “qualified purchasers” for purposes of Section 3(c)(7) under the 1940 Act.
On June 3, 2013, the Company and Guggenheim Securities entered into a promissory note (the “Promissory Note”) whereby Guggenheim Securities made a term loan to the Company in the aggregate principal amount of $15 million (the “Term Loan”). The Company granted Guggenheim Securities a security interest in all of its assets to secure the Term Loan. On June 28, 2013, the Company used a portion of the proceeds of the private placement of the Asset-Backed Notes to repay all of its outstanding obligations under the Term Loan and the security interest of Guggenheim Securities was released.
29 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Under the terms of the Asset-Backed Notes, the Company is required to maintain a reserve cash balance, funded through principal collections from the underlying securitized debt portfolio, which may be used to make monthly interest and principal payments on the Asset-Backed Notes. The Company has segregated these funds and classified them as restricted investments in money market funds on the Consolidated Statement of Assets and Liabilities. The balance of restricted investments in money market funds was $4.8 million and $6.0 million as of June 30, 2014 and December 31, 2013, respectively.
Note 7. Financial Instruments with Off-Balance-Sheet Risk
In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk to meet the financing needs of its borrowers. These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statement of assets and liabilities. The Company attempts to limit its credit risk by conducting extensive due diligence and obtaining collateral where appropriate.
The balance of unfunded commitments to extend credit was $9.0 million as of both June 30, 2014 and December 31, 2013. Commitments to extend credit consist principally of the unused portions of commitments that obligate the Company to extend credit, such as revolving credit arrangements or similar transactions. Commitments may also include a financial or non-financial milestone that has to be achieved before the commitment can be drawn. Commitments generally have fixed expiration dates or other termination clauses. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Note 8. Concentrations of Credit Risk
The Company’s debt investments consist primarily of loans to development-stage companies at various stages of development in the technology, life science, healthcare information and services and cleantech industries. Many of these companies may have relatively limited operating histories and also may experience variation in operating results. Many of these companies conduct business in regulated industries and could be affected by changes in government regulations. Most of the Company’s borrowers will need additional capital to satisfy their continuing working capital needs and other requirements, and in many instances, to service the interest and principal payments on the loans.
The largest loans may vary from period to period as new loans are recorded and repaid. The Company’s five largest loans represented 23% and 22% of total loans outstanding as of June 30, 2014 and December 31, 2013, respectively. No single loan represented more than 10% of the total loans as of June 30, 2014 and December 31, 2013. Investment income, consisting of interest and fees, can fluctuate significantly upon repayment of large loans. Interest income from the five largest loans accounted for 20% and 22% of total interest income on investments for the three months ended June 30, 2014 and 2013, respectively. Interest income from the five largest loans accounted for 18% and 23% of total interest income and fee income on investments for the six months ended June 30, 2014 and 2013, respectively.
30 |
Horizon Technology Finance Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In thousands, except shares and per share data)
Note 9. Distributions
The Company’s distributions are recorded on the record date. The following table summarizes the Company’s distribution activity for the period ended June 30, 2014 and for the years ended December 31, 2013 and 2012:
Date Declared | Record Date | Payment Date | Amount Per Share | Cash Distribution | DRIP Shares Issued | DRIP Share Value | ||||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||||||||||
5/1/14 | 8/19/14 | 9/15/14 | $ | 0.115 | $ | — | — | $ | — | |||||||||||
5/1/14 | 7/21/14 | 8/15/14 | 0.115 | — | — | — | ||||||||||||||
5/1/14 | 6/18/14 | 7/17/14 | 0.115 | 1,093 | 784 | 11 | ||||||||||||||
3/6/14 | 5/20/14 | 6/16/14 | 0.115 | 1,090 | 1,128 | 15 | ||||||||||||||
3/6/14 | 4/17/14 | 5/15/14 | 0.115 | 1,090 | 1,174 | 16 | ||||||||||||||
3/6/14 | 3/19/14 | 4/15/14 | 0.115 | 1,097 | 644 | 8 | ||||||||||||||
$ | 0.690 | $ | 4,370 | 3,730 | $ | 50 | ||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
11/1/13 | 2/17/14 | 3/17/14 | $ | 0.115 | $ | 1,062 | 3,444 | $ | 44 | |||||||||||
11/1/13 | 1/20/14 | 2/14/14 | 0.115 | 1,058 | 3,249 | 47 | ||||||||||||||
11/1/13 | 12/16/13 | 1/15/14 | 0.115 | 1,061 | 3,048 | 44 | ||||||||||||||
8/2/13 | 11/19/13 | 12/16/13 | 0.115 | 1,045 | 4,225 | 59 | ||||||||||||||
8/2/13 | 10/17/13 | 11/15/13 | 0.115 | 937 | 11,851 | 167 | ||||||||||||||
8/2/13 | 9/18/13 | 10/15/13 | 0.115 | 1,051 | 3,882 | 52 | ||||||||||||||
5/3/13 | 8/19/13 | 9/16/13 | 0.115 | 1,057 | 3,376 | 46 | ||||||||||||||
5/3/13 | 7/17/13 | 8/15/13 | 0.115 | 1,060 | 2,980 | 42 | ||||||||||||||
5/3/13 | 6/20/13 | 7/15/13 | 0.115 | 1,070 | 2,191 | 31 | ||||||||||||||
3/8/13 | 5/20/13 | 6/17/13 | 0.115 | 1,086 | 1,099 | 15 | ||||||||||||||
3/8/13 | 4/18/13 | 5/15/13 | 0.115 | 1,087 | 1,035 | 15 | ||||||||||||||
3/8/13 | 3/20/13 | 4/15/13 | 0.115 | 1,046 | 3,867 | 55 | ||||||||||||||
$ | 1.380 | $ | 12,620 | 44,247 | $ | 617 | ||||||||||||||
Year Ended December 31, 2012 | ||||||||||||||||||||
11/27/12 | 2/21/13 | 3/15/13 | $ | 0.115 | $ | 1,050 | 3,392 | $ | 50 | |||||||||||
11/27/12 | 1/18/13 | 2/15/13 | 0.115 | 1,087 | 898 | 14 | ||||||||||||||
11/27/12 | 12/20/12 | 1/15/13 | 0.115 | 1,056 | 2,930 | 44 | ||||||||||||||
11/2/12 | 11/16/12 | 11/30/12 | 0.450 | 4,243 | 4,269 | 61 | ||||||||||||||
8/7/12 | 8 |