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, 2016
   
  OR
   
o 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 o .

 

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 o No o

 

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 o   Accelerated filer þ   Non-accelerated filer o   Smaller Reporting Company o
        (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 o No þ .

 

As of August 2, 2016, the Registrant had 11,548,564 shares of common stock, $0.001 par value, outstanding. 

 

 

 

 

 

HORIZON TECHNOLOGY FINANCE CORPORATION

 

FORM 10-Q

TABLE OF CONTENTS

 

  Page
PART I  
Item 1. Consolidated Financial Statements 3
     
  Consolidated Statements of Assets and Liabilities as of June 30, 2016 and December 31, 2015 (unaudited) 3
  Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited) 4
  Consolidated Statements of Changes in Net Assets for the six months ended June 30, 2016 and 2015 (unaudited) 5
  Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited) 6
  Consolidated Schedules of Investments as of June 30, 2016 and December 31, 2015 (unaudited) 7
  Notes to the Consolidated Financial Statements (unaudited) 18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37
Item 3. Quantitative and Qualitative Disclosures About Market Risk 50
Item 4. Controls and Procedures 51
     
PART II  
Item 1. Legal Proceedings 52
Item 1A. Risk Factors 52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 52
Item 3. Defaults Upon Senior Securities 52
Item 4. Mine Safety Disclosures 52
Item 5. Other Information 52
Item 6. Exhibits 52
  Signatures 53
EX-10.1    
EX-31.1    
EX-31.2    
EX-32.1    
EX-32.2    

 

2

 

 

PART I: FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Statements of Assets and Liabilities (Unaudited)

(Dollars in thousands, except share and per share data)

 

  

June 30,

2016

   December 31,
2015
 
         
Assets          
Non-affiliate investments at fair value (cost of $243,221 and $255,494, respectively) (Note 4)  $233,266   $250,267 
Investments in money market funds       285 
Cash   16,280    20,765 
Restricted investments in money market funds       1,091 
Interest receivable   8,114    6,258 
Other assets   2,259    2,230 
Total assets  $259,919   $280,896 
           
Liabilities          
Borrowings (Note 6)  $100,502   $114,954 
Distributions payable   3,984    3,980 
Base management fee payable (Note 3)   406    385 
Incentive fee payable (Note 3)   1,027    1,028 
Other accrued expenses   770    798 
Total liabilities   106,689    121,145 
           
Commitments and Contingencies (Note 7)          
           
Net assets          
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero
shares issued and outstanding as of June 30, 2016 and December 31, 2015
        
Common stock, par value $0.001 per share, 100,000,000 shares authorized,
11,661,531 and 11,648,594 shares issued and 11,548,149 and 11,535,212 shares outstanding as of June 30, 2016 and December 31, 2015, respectively
   12    12 
Paid-in capital in excess of par   179,833    179,707 
Distributions in excess of net investment income   (1,063)   (2,006)
Net unrealized depreciation on investments   (9,955)   (5,227)
Net realized loss on investments   (15,597)   (12,735)
Total net assets   153,230    159,751 
Total liabilities and net assets  $259,919   $280,896 
Net asset value per common share  $13.27   $13.85 

 

See Notes to Consolidated Financial Statements

 

3

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except share and per share data)

 

   For the Three Months Ended   For the Six Months Ended 
   June 30,   June 30, 
   2016   2015   2016   2015 
Investment income                    
Interest income on non-affiliate investments  $8,788   $6,599   $17,790   $13,161 
Prepayment fee income on non-affiliate investments   263    208    429    728 
Fee income on non-affiliate investments   41    50    170    234 
Total investment income   9,092    6,857    18,389    14,123 
Expenses                    
Interest expense   1,512    1,263    3,046    2,850 
Base management fee (Note 3)   1,247    1,146    2,531    2,177 
Performance based incentive fee (Note 3)   1,027    722    2,126    1,458 
Administrative fee (Note 3)   275    309    556    577 
Professional fees   343    287    844    718 
General and administrative   261    299    462    559 
Total expenses   4,665    4,026    9,565    8,339 
Management and performance based incentive fees waived (Note 3)       (67)       (67)
Net expenses   4,665    3,959    9,565    8,272 
Net investment income before excise tax   4,427    2,898    8,824    5,851 
(Credit) provision for excise tax   (85)   10    (85)   20 
Net investment income   4,512    2,888    8,909    5,831 
Net realized and unrealized loss on investments                    
Net realized loss on investments   (876)   (29)   (2,862)   (259)
Net unrealized (depreciation) appreciation on investments   (3,714)   (1,114)   (4,728)   18 
Net realized and unrealized loss on investments   (4,590)   (1,143)   (7,590)   (241)
Net (decrease) increase in net assets resulting from operations  $(78)  $1,745   $1,319   $5,590 
Net investment income per common share  $0.39   $0.25   $0.77   $0.54 
Net (decrease) increase in net assets per common share  $(0.01)  $0.15   $0.11   $0.52 
Distributions declared per share  $0.345   $0.345   $0.69   $0.69 
Weighted average shares outstanding   11,544,412    11,632,724    11,541,208    10,725,004 

 

See Notes to Consolidated Financial Statements

 

4

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Statements of Changes in Net Assets (Unaudited)

(Dollars in thousands, except share data)

 

   Common Stock   Paid-In
Capital in
Excess of
   Distributions
in Excess of
Net
Investment
   Net Unrealized
Depreciation
on
   Net Realized
Loss on
   Total Net 
   Shares   Amount   Par   Income   Investments   Investments   Assets 
Balance at December 31, 2014   9,628,124   $10   $155,240   $(1,102)  $(4,737)  $(11,163)  $138,248 
Issuance of common stock, net of offering costs   2,000,000    2    26,657                26,659 
Net increase in net assets resulting from operations               5,831    18    (259)   5,590 
Issuance of common stock under dividend reinvestment plan   7,356        102                102 
Distributions declared               (7,797)           (7,797)
Reclassification of permanent tax differences (Note 2)           (971)   893        78     
Balance at June 30, 2015   11,635,480   $12   $181,028   $(2,175)  $(4,719)  $(11,344)  $162,802 
                                    
Balance at December 31, 2015   11,535,212   $12   $179,707   $(2,006)  $(5,227)  $(12,735)  $159,751 
Net increase in net assets resulting from operations               8,909    (4,728)   (2,862)   1,319 
Issuance of common stock under dividend reinvestment plan   12,937        142                142 
Repurchases of common stock           (16)               (16)
Distributions declared               (7,966)           (7,966)
Balance at June 30, 2016   11,548,149   $12   $179,833   $(1,063)  $(9,955)  $(15,597)  $153,230 

 

See Notes to Consolidated Financial Statements

 

5

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

 

   For the Six Months Ended 
   June 30, 
   2016   2015 
Cash flows from operating activities:          
Net increase in net assets resulting from operations  $1,319   $5,590 
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   306    523 
Net realized loss on investments   2,862    259 
Net unrealized depreciation (appreciation) on investments   4,728    (18)
Purchase of investments   (31,687)   (71,933)
Principal payments received on investments   40,466    36,577 
Proceeds from sale of investments   935     
Changes in assets and liabilities:          
Net decrease (increase) in investments in money market funds   285    (307)
Net decrease in restricted investments in money market funds   1,091    1,064 
Increase in interest receivable   (372)   (194)
Increase in end-of-term payments   (1,510)   (673)
(Decrease) increase in unearned income   (278)   97 
(Increase) decrease in other assets   (19)   431 
(Decrease) increase in other accrued expenses   (28)   38 
Increase in base management fee payable   21    11 
Decrease in incentive fee payable   (1)   (77)
Net cash provided by (used in) operating activities   18,118    (28,612)
Cash flows from financing activities:          
Proceeds from issuance of common stock, net of offering costs       26,659 
Repayment of Asset-Backed Notes   (14,546)   (14,191)
Advances on credit facility       26,000 
Distributions paid   (7,820)   (7,003)
Repurchase of common stock   (16)    
Debt issuance costs   (221)    
Net cash (used in) provided by financing activities   (22,603)   31,465 
Net (decrease) increase in cash   (4,485)   2,853 
Cash:          
Beginning of period   20,765    8,417 
End of period  $16,280   $11,270 
Supplemental disclosure of cash flow information:          
Cash paid for interest  $2,722   $2,317 
Supplemental non-cash investing and financing activities:          
Warrant investments received and recorded as unearned income  $149   $485 
Distributions payable  $3,984   $4,014 
End-of-term payments receivable  $6,570   $4,458 

 

See Notes to Consolidated Financial Statements

 

6

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

June 30, 2016

(Dollars in thousands)

 

         Principal   Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Amount   Investments (6)   Value 
Debt Investments — 148.1% (8)               
Debt Investments — Life Science — 33.0% (8)               
Argos Therapeutics, Inc. (2)(5)  Biotechnology  Term Loan (9.25% cash (Libor + 8.75%; Floor 9.25%;  $5,000   $4,953   $4,953 
      Ceiling 10.75%), 5.00% ETP, Due 10/1/18)               
      Term Loan (9.25% cash (Libor + 8.75%; Floor 9.25%;   5,000    4,962    4,962 
      Ceiling 10.75%), 5.00% ETP, Due 3/1/19)               
New Haven Pharmaceuticals, Inc. (2)(11)  Biotechnology  Term Loan (11.50% cash (Libor + 11.00%; Floor   1,301    1,293    1,293 
      11.50%), 11.42% ETP, Due 3/1/19)               
      Term Loan (11.50% cash (Libor + 11.00%; Floor   434    431    431 
      11.50%), 11.42% ETP, Due 3/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   2,000    1,988    1,988 
      10.50%), 6.10% ETP, Due 3/1/19)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor   6,265    6,198    6,198 
      10.00%), 4.00% ETP, Due 4/1/19)               
Palatin Technologies, Inc. (2)(5)  Biotechnology  Term Loan (9.00% cash (Libor + 8.50%; Floor   5,000    4,950    4,950 
      9.00%), 5.00% ETP, Due 1/1/19)               
      Term Loan (9.00% cash (Libor + 8.50%; Floor   5,000    4,946    4,946 
      9.00%), 5.00% ETP, Due 8/1/19)               
Sample6, Inc. (2)  Biotechnology  Term Loan (9.50% cash (Libor + 9.00%; Floor   1,361    1,357    1,357 
      9.50%; Ceiling 11.00%), 4.00% ETP, Due 4/1/18)               
      Term Loan (9.50% cash (Libor + 9.00%; Floor   827    823    823 
      9.50%; Ceiling 11.00%), 4.00% ETP, Due 4/1/18)               
      Term Loan (9.50% cash (Libor + 9.00%; Floor   2,500    2,485    2,485 
      9.50%; Ceiling 11.00%), 4.00% ETP, Due 4/1/18)               
Lantos Technologies, Inc. (2)  Medical Device  Term Loan (11.50% cash (Libor + 10.50%; Floor   2,917    2,881    2,881 
      11.50%), 5.00% ETP, Due 2/1/18)               
Mederi Therapeutics, Inc. (2)  Medical Device  Term Loan (12.29% cash (Libor + 11.82%), 4.00% ETP,   2,121    2,105    2,105 
      Due 7/1/17)               
      Term Loan (12.29% cash (Libor + 11.82%), 4.00% ETP,   2,121    2,105    2,105 
      Due 7/1/17)               
NinePoint Medical, Inc. (2)  Medical Device  Term Loan (9.25% cash (Libor + 8.75%; Floor   5,000    4,952    4,952 
      9.25%), 4.50% ETP, Due 3/1/19)               
      Term Loan (9.25% cash (Libor + 8.75%; Floor   2,500    2,470    2,470 
      9.25%), 4.50% ETP, Due 3/1/19)               
Tryton Medical, Inc. (2)  Medical Device  Term Loan (10.66% cash (Prime + 7.16%), 2.50% ETP,   1,688    1,685    1,685 
      Due 9/1/16)               
Total Debt Investments — Life Science              50,584    50,584 
Debt Investments — Technology — 83.8% (8)                     
Ekahau, Inc. (2)  Communications  Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17)   390    388    388 
      Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17)   130    130    130 
mBlox, Inc. (2)  Communications  Term Loan (11.50% cash (Libor + 11.00%; Floor   4,464    4,446    4,446 
      11.50%; Ceiling 13.00%), 3.40% ETP, Due 7/1/18)               
      Term Loan (11.50% cash (Libor + 11.00%; Floor   4,464    4,446    4,446 
      11.50%; Ceiling 13.00%), 3.40% ETP, Due 7/1/18)               
Additech, Inc. (2)  Consumer-related Technologies  Term Loan (11.75% cash (Libor + 11.25%; Floor   2,083    2,060    2,060 
      11.75%; Ceiling 13.25%), 4.00% ETP, Due 7/1/18)               
      Term Loan (11.75% cash (Libor + 11.25%; Floor   2,500    2,470    2,470 
      11.75%; Ceiling 13.25%), 4.00% ETP, Due 1/1/19)               
Gwynnie Bee, Inc. (2)  Consumer-related Technologies  Term Loan (11.00% cash (Libor + 10.50%; Floor   1,067    1,051    1,051 
      11.00%; Ceiling 12.50%), 2.00% ETP, Due 11/1/17)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   633    620    620 
      11.00%; Ceiling 12.50%), 2.00% ETP, Due 2/1/18)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   700    689    689 
      11.00%; Ceiling 12.50%), 2.00% ETP, Due 4/1/18)               
Rhapsody International, Inc. (2)  Consumer-related Technologies  Term Loan (11.00% cash (Libor + 10.50%; Floor   7,500    7,306    7,306 
      11.00%), 3.00% ETP, Due 10/1/19)               
SavingStar, Inc. (2)  Consumer-related Technologies  Term Loan (10.90% cash (Libor + 10.40%; Floor   3,000    2,952    2,952 
      10.90%), 3.00% ETP, Due 6/1/19)               
      Term Loan (10.90% cash (Libor + 10.40%; Floor   2,000    1,960    1,960 
      10.90%), 3.00% ETP, Due 3/1/20)               
MediaBrix, Inc. (2)  Internet and Media  Term Loan (11.50% cash (Libor + 11.00%; Floor   4,000    3,960    3,960 
      11.50%), 3.00% ETP, Due 1/1/20)               
Zinio Holdings, LLC (2)  Internet and Media  Term Loan (11.75% cash (Libor + 11.25%; Floor   4,000    3,962    3,962 
      11.75%), 4.00% ETP, Due 2/1/20)               

 

See Notes to Consolidated Financial Statements

 

7

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

June 30, 2016

(Dollars in thousands)

 

         Principal   Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Amount   Investments (6)   Value 
The NanoSteel Company, Inc. (2)  Materials  Term Loan (10.00% cash (Libor + 9.50%; Floor   5,000    4,928    4,928 
      10.00%), 5.00% ETP, Due 7/1/19)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor   2,500    2,464    2,464 
      10.00%), 5.00% ETP, Due 7/1/19)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor   2,500    2,458    2,458 
      10.00%), 5.00% ETP, Due 1/1/20)               
Nanocomp Technologies, Inc. (2)  Networking  Term Loan (11.50% cash, 3.00% ETP, Due 11/1/17)   524    520    520 
      Term Loan (11.50% cash (Libor + 11.00%; Floor   3,000    2,944    2,944 
      11.50%), 3.00% ETP, Due 4/1/20)               
Powerhouse Dynamics, Inc. (2)  Power Management  Term Loan (11.20% cash (Libor + 10.70%; Floor   2,500    2,463    2,463 
      11.20%), 3.00% ETP, Due 3/1/19)               
Avalanche Technology, Inc. (2)  Semiconductors  Term Loan (10.00% cash (Libor + 9.25%; Floor 10.00%;   1,044    1,041    1,041 
      Ceiling 11.75%), 2.40% ETP, Due 4/1/17)               
      Term Loan (10.00% cash (Libor + 9.25%; Floor 10.00%;   1,700    1,695    1,695 
      Ceiling 11.75%), 2.40% ETP, Due 10/1/18)               
      Term Loan (10.00% cash (Libor + 9.25%; Floor 10.00%;   1,905    1,867    1,867 
      Ceiling 11.75%), 2.00% ETP, Due 2/1/19)               
InVisage Technologies, Inc. (2)  Semiconductors  Term Loan (12.00% cash (Libor + 11.50%; Floor   1,955    1,913    1,913 
      12.00%; Ceiling 14.00%), 2.50% ETP, Due 12/31/16)               
      Term Loan (12.00% cash (Libor + 11.50%; Floor   822    811    811 
      12.00%; Ceiling 14.00%), 2.50% ETP, Due 12/31/16)               
Luxtera, Inc. (2)  Semiconductors  Term Loan (10.25% cash (Libor + 9.75%; Floor 10.25%;   1,140    1,126    1,126 
      Ceiling 12.25%), 13.00% ETP, Due 7/1/17)               
      Term Loan (10.25% cash (Libor + 9.75%; Floor 10.25%;   636    634    634 
      Ceiling 12.25%), 13.00% ETP, Due 7/1/17)               
      Term Loan (9.00% cash (Libor + 8.50%; Floor 9.00%),   833    829    829 
      4.50% ETP, Due 12/1/18)               
      Term Loan (9.00% cash (Libor + 8.50%; Floor 9.00%),   833    828    828 
      4.50% ETP, Due 12/1/18)               
      Term Loan (9.50% cash (Libor + 9.00%; Floor 9.50%),   2,000    1,989    1,989 
      4.50% ETP, Due 11/1/19)               
Xtera Communications, Inc. (5)  Semiconductors  Term Loan (12.50% cash, 17.50% ETP, Due 7/31/16)   3,056    3,047    3,047 
      Term Loan (12.50% cash, 17.50% ETP, Due 7/31/16)   849    847    847 
Bridge2 Solutions, Inc.  Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   4,000    3,971    3,971 
      11.50%; Ceiling 14.50%), 2.00% ETP, Due 7/1/19)               
      Term Loan (11.50% cash (Libor + 11.00%; Floor   1,000    996    996 
      11.50%; Ceiling 14.50%), 2.00% ETP, Due 1/1/20)               
ControlScan, Inc. (2)  Software  Term Loan (10.70% cash (Libor + 10.25%),   4,500    4,406    4,406 
      3.00% ETP, Due 7/1/20)               
Crowdstar, Inc. (2)  Software  Term Loan (10.75% cash (Libor + 10.25%; Floor   1,636    1,616    1,616 
      10.75%), 3.00% ETP, Due 9/1/18)               
Decisyon, Inc. (2)  Software  Term Loan (12.78% cash (Libor + 12.308%; Floor   1,523    1,520    1,434 
      12.50%), 6.50% ETP, Due 10/1/17)               
      Term Loan (12.78% cash (Libor + 12.308%; Floor   833    703    663 
      12.50%), 6.50% ETP, Due 1/1/18)               
Digital Signal Corporation  Software  Term Loan (10.72% cash (Libor + 10.25%; Floor   1,500    1,463    1,214 
      10.43%), 5.00% ETP, Due 7/1/19)               
      Term Loan (10.72% cash (Libor + 10.25%; Floor   1,500    1,463    1,214 
      10.43%), 5.00% ETP, Due 7/1/19)               
Education Elements, Inc. (2)  Software  Term Loan (10.50% cash (Libor + 10.00%; Floor   2,000    1,973    1,973 
      10.50%), 4.00% ETP, Due 1/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   1,500    1,474    1,474 
      10.50%), 4.00% ETP, Due 8/1/19)               
Netuitive, Inc.  Software  Term Loan (12.72% cash (Libor + 12.25%; Floor   663    662    662 
      12.50%), 3.33% ETP, Due 9/1/17)               
Nomi Corporation (11)  Software  Term Loan (10.62% cash (Libor + 10.15%; Floor   3,184    3,148    850 
      10.35%), 2.00% ETP, Due 1/1/20)               
      Term Loan (10.62% cash (Libor + 10.15%; Floor   3,184    3,148    850 
      10.35%), 2.00% ETP, Due 1/1/20)               
ScoreBig, Inc. (2)  Software  Term Loan (10.50% cash (Libor + 10.00%; Floor   3,403    3,327    3,327 
      10.50%), 4.00% ETP, Due 4/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   3,403    3,357    3,357 
      10.50%), 4.00% ETP, Due 4/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   2,000    1,948    1,948 

 

See Notes to Consolidated Financial Statements

 

8

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

June 30, 2016

(Dollars in thousands)

 

         Principal   Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Amount   Investments (6)   Value 
      10.50%), 4.00% ETP, Due 3/1/20)               
SIGNiX, Inc. (2)  Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   2,600    2,524    2,235 
      11.50%), Due 8/1/18)               
SilkRoad Technology, Inc. (2)  Software  Term Loan (10.85% cash (Libor + 10.35%; Floor   7,500    7,445    7,445 
      10.85%; Ceiling 12.85%), 3.00% ETP, Due 6/1/19)               
Skyword, Inc.  Software  Term Loan (11.45% cash (Libor + 10.95%; Floor   4,000    3,934    3,934 
      11.45%), 3.00% ETP, Due 8/1/19)               
Social Intelligence Corp. (2)  Software  Term Loan (11.00% cash (Libor + 10.50%; Floor   484    473    467 
      11.00%; Ceiling 13.00%), 3.50% ETP, Due 12/1/17)               
Sys-Tech Solutions, Inc. (2)  Software  Term Loan (11.65% cash (Libor + 11.15%; Floor   4,000    3,976    3,976 
      11.65%; Ceiling 12.65%), 4.50% ETP, Due 3/1/18)               
      Term Loan (11.65% cash (Libor + 11.15%; Floor   3,667    3,640    3,640 
      11.65%; Ceiling 12.65%), 9.00% ETP, Due 5/1/18)               
VBrick Systems, Inc. (2)  Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   1,300    1,291    1,291 
      11.50%; Ceiling 13.50%), 5.00% ETP, Due 7/1/17)               
Vidsys, Inc. (2)  Software  Term Loan (13.00% cash, 7.58% ETP, Due 12/1/17)   2,770    2,770    2,770 
xTech Holdings, Inc. (2)  Software  Term Loan (11.00% cash (Libor + 10.50%; Floor   1,833    1,808    1,808 
      11.00%), 3.00% ETP, Due 4/1/19)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   2,000    1,966    1,966 
      11.00%), 3.00% ETP, Due 3/1/20)               
Total Debt Investments — Technology              133,846    128,331 
Debt Investments — Cleantech — 6.1% (8)                     
Renmatix, Inc. (2)  Alternative Energy  Term Loan (10.25% cash, Due 10/1/16)   684    684    684 
Rypos, Inc. (2)  Energy Efficiency  Term Loan (12.02% cash, 4.25% ETP, Due 6/1/17)   1,995    1,978    1,978 
      Term Loan (12.02% cash, 4.25% ETP, Due 1/1/18)   852    841    841 
Lehigh Technologies, Inc. (2)  Waste Recycling  Term Loan (10.19% cash (Libor + 9.72%), 6.75% ETP,   3,000    2,964    2,964 
      Due 8/1/19)               
      Term Loan (10.19% cash (Libor + 9.72%), 6.75% ETP,   3,000    2,978    2,978 
      Due 8/1/19)               
Total Debt Investments — Cleantech              9,445    9,445 
Debt Investments — Healthcare information and services — 25.2% (8)                     
Interleukin Genetics, Inc. (2)(5)  Diagnostics  Term Loan (9.00% cash (Libor + 8.50%; Floor 9.00%)   4,500    4,403    4,156 
      4.50% ETP, Due 10/1/18)               
LifePrint Group, Inc. (2)  Diagnostics  Term Loan (11.00% cash (Libor + 10.50%; Floor   1,800    1,775    1,775 
      11.00%; Ceiling 12.50%), 3.00% ETP, Due 1/1/18)               
Watermark Medical, Inc. (2)  Other Healthcare  Term Loan (10.00% cash (Libor + 9.50%; Floor 10.00%;   3,208    3,203    3,203 
      Ceiling 11.00%); 4.00% ETP, Due 4/1/18)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor 10.00%;   3,208    3,203    3,203 
      Ceiling 11.00%); 4.00% ETP, Due 4/1/18)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor 10.00%;   1,250    1,248    1,248 
      Ceiling 11.00%); 4.00% ETP, Due 4/1/18)               
MedAvante, Inc. (2)  Software  Term Loan (9.75% cash (Libor + 9.25%; Floor   3,000    2,964    2,964 
      9.75%), 4.00% ETP, Due 1/1/19)               
      Term Loan (9.75% cash (Libor + 9.25%; Floor   3,000    2,964    2,964 
      9.75%), 4.00% ETP, Due 1/1/19)               
      Term Loan (9.75% cash (Libor + 9.25%; Floor   4,000    3,943    3,943 
      9.75%), 4.00% ETP, Due 7/1/19)               
Medsphere Systems Corporation (2)  Software  Term Loan (10.50% cash (Libor + 10.00%; Floor   5,000    4,933    4,933 
      10.50%), 7.00% ETP, Due 7/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   2,500    2,466    2,466 
      10.50%), 7.00% ETP, Due 7/1/19)               
Recondo Technology, Inc. (2)  Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   1,038    1,035    1,035 
      11.50%), 6.60% ETP, Due 12/1/17)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   1,875    1,870    1,870 
      11.00%), 4.50% ETP, Due 12/1/17)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   1,875    1,872    1,872 
      10.50%), 2.75% ETP, Due 12/1/17)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   3,000    2,971    2,971 
      10.50%), 2.50% ETP, Due 1/1/19)               
Total Debt Investments — Healthcare information and services              38,850    38,603 
Total Debt Investments              232,725    226,963 

 

See Notes to Consolidated Financial Statements

 

9

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

June 30, 2016

(Dollars in thousands)

 

         Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Investments (6)   Value 
Warrant Investments — 3.3% (8)                
Warrants — Life Science — 0.2% (8)                
ACT Biotech Corporation  Biotechnology  1,521,820 Preferred Stock Warrants   83     
Argos Therapeutics, Inc. (2)(5)  Biotechnology  33,112 Common Stock Warrants   33    4 
Celsion Corporation (5)  Biotechnology  5,708 Common Stock Warrants   15     
Inotek Pharmaceuticals Corporation (5)  Biotechnology  28,204 Common Stock Warrants   17    43 
New Haven Pharmaceuticals, Inc. (2)  Biotechnology  103,982 Preferred Stock Warrants   88    1 
Nivalis Therapeutics, Inc. (5)  Biotechnology  18,534 Common Stock Warrants   122     
Ocera Therapeutics, Inc. (2)(5)  Biotechnology  6,491 Common Stock Warrants   6     
Palatin Technologies, Inc. (2)(5)  Biotechnology  608,058 Common Stock Warrants   51     
Revance Therapeutics, Inc. (5)  Biotechnology  34,377 Common Stock Warrants   68    47 
Sample6, Inc. (2)  Biotechnology  351,018 Preferred Stock Warrants   45    30 
Sunesis Pharmaceuticals, Inc. (5)  Biotechnology  12,302 Common Stock Warrants   5     
AccuVein Inc. (2)  Medical Device  75,769 Preferred Stock Warrants   24    28 
Direct Flow Medical, Inc.  Medical Device  176,922 Preferred Stock Warrants   144     
EnteroMedics, Inc. (5)  Medical Device  9,402 Common Stock Warrants   347     
IntegenX, Inc. (2)  Medical Device  170,646 Preferred Stock Warrants   34    25 
Lantos Technologies, Inc. (2)  Medical Device  1,287,817 Preferred Stock Warrants   38    40 
Mederi Therapeutics, Inc. (2)  Medical Device  248,736 Preferred Stock Warrants   26    38 
Mitralign, Inc. (2)  Medical Device  641,909 Preferred Stock Warrants   52    36 
NinePoint Medical, Inc. (2)  Medical Device  566,038 Preferred Stock Warrants   33    32 
OraMetrix, Inc. (2)  Medical Device  812,348 Preferred Stock Warrants   78     
Tryton Medical, Inc. (2)  Medical Device  122,362 Preferred Stock Warrants   15    10 
ViOptix, Inc.  Medical Device  375,763 Preferred Stock Warrants   13     
Total Warrants — Life Science         1,337    334 
Warrants — Technology — 2.5% (8)                
Ekahau, Inc. (2)  Communications  978,261 Preferred Stock Warrants   33    19 
OpenPeak, Inc.  Communications  18,997 Common Stock Warrants   89     
Additech, Inc. (2)  Consumer-related Technologies  150,000 Preferred Stock Warrants   33    26 
Everyday Health, Inc. (5)  Consumer-related Technologies  43,783 Common Stock Warrants   69    8 
Gwynnie Bee, Inc. (2)  Consumer-related Technologies  268,591 Preferred Stock Warrants   68    689 
If(we), Inc.  Consumer-related Technologies  190,868 Preferred Stock Warrants   27    61 
Rhapsody International Inc. (2)  Consumer-related Technologies  852,273 Common Stock Warrants   164    146 
SavingStar, Inc. (2)  Consumer-related Technologies  98,860 Preferred Stock Warrants   59    57 
XIOtech, Inc.  Data Storage  2,217,979 Preferred Stock Warrants   22     
SimpleTuition, Inc.  Internet and media  189,573 Preferred Stock Warrants   63    64 
The NanoSteel Company, Inc. (2)  Materials  147,424 Preferred Stock Warrants   93    88 
IntelePeer, Inc.  Networking  141,549 Common Stock Warrants   39    26 
Nanocomp Technologies, Inc. (2)  Networking  681,819 Preferred Stock Warrants   54    48 
Aquion Energy, Inc.  Power Management  115,051 Preferred Stock Warrants   7    60 
Powerhouse Dynamics, Inc. (2)  Power Management  290,698 Preferred Stock Warrants   28    27 
Avalanche Technology, Inc. (2)  Semiconductors  202,602 Preferred Stock Warrants   101    41 
eASIC Corporation (2)  Semiconductors  40,445 Preferred Stock Warrants   25    27 
InVisage Technologies, Inc. (2)  Semiconductors  395,009 Preferred Stock Warrants   48    43 
Kaminario, Inc.  Semiconductors  1,087,203 Preferred Stock Warrants   59    61 
Luxtera, Inc.(2)  Semiconductors  2,508,671 Preferred Stock Warrants   49    100 
Soraa, Inc. (2)  Semiconductors  180,000 Preferred Stock Warrants   80    411 
Xtera Communications, Inc. (5)  Semiconductors  37,831 Common Stock Warrants   205     
Bolt Solutions Inc. (2)  Software  202,892 Preferred Stock Warrants   113    109 
Bridge2 Solutions, Inc.  Software  75,458 Common Stock Warrants   18    333 
Clarabridge, Inc.  Software  53,486 Preferred Stock Warrants   14    81 
ControlScan, Inc. (2)  Software  2,295,918 Preferred Stock Warrants   19    19 
Crowdstar, Inc. (2)  Software  75,428 Preferred Stock Warrants   14    11 
Decisyon, Inc. (2)  Software  82,967 Common Stock Warrants   46     
Digital Signal Corporation  Software  85,308 Common Stock Warrants   32     
Education Elements, Inc. (2)  Software  238,122 Preferred Stock Warrants   28    22 
Lotame Solutions, Inc. (2)  Software  288,115 Preferred Stock Warrants   22    267 
Netuitive, Inc.  Software  41,569 Common Stock Warrants   48     
Nomi Corporation  Software  2,535,864 Preferred Stock Warrants        
Riv Data Corp. (2)  Software  237,361 Preferred Stock Warrants   12    10 
ScoreBig, Inc. (2)  Software  879,014 Preferred Stock Warrants   88    45 
SIGNiX, Inc. (2)  Software  72,166 Preferred Stock Warrants   88    85 
Skyword, Inc.  Software  301,056 Preferred Stock Warrants   48    46 
SpringCM, Inc. (2)  Software  2,385,686 Preferred Stock Warrants   55    118 

 

See Notes to Consolidated Financial Statements

 

10

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

June 30, 2016

(Dollars in thousands)

 

         Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Investments (6)   Value 
Sys-Tech Solutions, Inc.  Software  375,000 Preferred Stock Warrants   242    555 
Vidsys, Inc.  Software  85,399 Preferred Stock Warrants   23    21 
Visage Mobile, Inc.  Software  1,692,047 Preferred Stock Warrants   19     
xTech Holdings, Inc. (2)  Software  158,730 Preferred Stock Warrants   43    43 
Total Warrants — Technology         2,387    3,768 
Warrants — Cleantech — 0.1% (8)                
Renmatix, Inc.  Alternative Energy  53,022 Preferred Stock Warrants   68     
Semprius, Inc.  Alternative Energy  519,981 Preferred Stock Warrants   25    20 
Rypos, Inc. (2)  Energy Efficiency  5,627 Preferred Stock Warrants   44    21 
Tigo Energy, Inc. (2)  Energy Efficiency  804,604 Preferred Stock Warrants   100    108 
Lehigh Technologies, Inc. (2)  Waste Recycling  272,727 Preferred Stock Warrants   33    32 
Total Warrants — Cleantech         270    181 
Warrants — Healthcare information and services — 0.5% (8)                
Accumetrics, Inc.  Diagnostics  100,928 Preferred Stock Warrants   107    63 
Candescent Health, Inc. (2)  Diagnostics  519,991 Preferred Stock Warrants   378     
Helomics Corporation  Diagnostics  13,461 Common Stock Warrants   73     
Interleukin Genetics, Inc. (2)(5)  Diagnostics  2,492,523 Common Stock Warrants   112    88 
LifePrint Group, Inc. (2)  Diagnostics  49,000 Preferred Stock Warrants   29    1 
ProterixBio, Inc. (2)  Diagnostics  3,156 Common Stock Warrants   54     
Singulex, Inc.  Other Healthcare  293,632 Preferred Stock Warrants   44    44 
Verity Solutions Group, Inc.  Other Healthcare  300,360 Preferred Stock Warrants   100    35 
Watermark Medical, Inc. (2)  Other Healthcare  27,373 Preferred Stock Warrants   74    61 
MedAvante, Inc. (2)  Software  114,285 Preferred Stock Warrants   66    64 
Medsphere Systems Corporation (2)  Software  7,097,791 Preferred Stock Warrants   60    194 
Recondo Technology, Inc. (2)  Software  556,796 Preferred Stock Warrants   95    193 
Total Warrants — Healthcare information and services         1,192    743 
Total Warrants         5,186    5,026 
                 
Other Investments — 0.4% (8)                
ZetrOZ, Inc.  Medical Device  Royalty Agreement   375    400 
Vette Technology, LLC  Data Storage  Royalty Agreement Due 4/18/2019   4,375    200 
Total Other Investments         4,750    600 
Equity — 0.4% (8)                
Insmed Incorporated (5)  Biotechnology  33,208 Common Stock   238    328 
Revance Therapeutics, Inc.(5)  Biotechnology  4,861 Common Stock   73    66 
Sunesis Pharmaceuticals, Inc. (5)  Biotechnology  78,493 Common Stock   83    43 
SnagAJob.com, Inc.  Consumer-related Technologies  82,974 Common Stock   9    83 
Decisyon, Inc.  Software  3,573,173 Common Stock   157    157 
Total Equity         560    677 
Total Portfolio Investment Assets — 152.2%        $243,221   $233,266 

_____________________________

(1) All investments of the Company are in entities which are organized under the laws of the United States and have a principal place of business in the United States.
   
(2) Has been pledged as collateral under the Key Facility.
   
(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 end-of-term payments (“ETPs”) 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 debt investment, unless otherwise indicated. Debt investments based on LIBOR are based on one-month LIBOR. For each debt investment, the current interest rate in effect as of June 30, 2016 is provided.
   
(5) Portfolio company is a public company.
   
(6) For debt investments, represents principal balance less unearned income.
   
(7) Warrants, Equity and Other Investments are non-income producing.
   
(8) Value as a percent of net assets.
   
(9) The Company did not have any non-qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), as of June 30, 2016. 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.

 

(10)

ETPs are contractual fixed-interest payments due in cash at the maturity date of the applicable debt investment, including upon any prepayment, and are a fixed percentage of the original principal balance of the debt investments unless otherwise noted. Interest will accrue during the life of the debt investment on each ETP and will be recognized as non-cash income until it is actually paid. Therefore, a portion of the incentive fee the Company may pay its Advisor will be based on income that the Company has not yet received in cash.

   
(11) Debt investment is on non-accrual status at June 30, 2016.

 

See Notes to Consolidated Financial Statements

 

11

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

December 31, 2015

(Dollars in thousands)

 

         Principal   Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Amount   Investments (6)   Value 
Debt Investments — 151.6 % (8)               
Debt Investments — Life Science — 36.6% (8)               
Argos Therapeutics, Inc. (2)(5)  Biotechnology  Term Loan (9.25% cash (Libor + 8.75%; Floor 9.25%;  $5,000   $4,944   $4,944 
      Ceiling 10.75%), 5.00% ETP, Due 10/1/18)               
      Term Loan (9.25% cash (Libor + 8.75%; Floor 9.25%;   5,000    4,954    4,954 
      Ceiling 10.75%), 5.00% ETP, Due 3/1/19)               
New Haven Pharmaceuticals, Inc. (2)  Biotechnology  Term Loan (11.50% cash (Libor + 11.00%; Floor   1,301    1,293    1,293 
      11.50%), 11.42% ETP, Due 3/1/19)               
      Term Loan (11.50% cash (Libor + 11.00%; Floor   434    431    431 
      11.50%), 11.42% ETP, Due 3/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   2,000    1,987    1,987 
      10.50%), 6.10% ETP, Due 3/1/19)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor   6,265    6,190    6,190 
      10.00%), 4.00% ETP, Due 4/1/19)               
Palatin Technologies, Inc. (2)(5)  Biotechnology  Term Loan (9.00% cash (Libor + 8.50%; Floor   5,000    4,939    4,939 
      9.00%), 5.00% ETP, Due 1/1/19)               
      Term Loan (9.00% cash (Libor + 8.50%; Floor   5,000    4,937    4,937 
      9.00%), 5.00% ETP, Due 8/1/19)               
Sample6, Inc. (2)  Biotechnology  Term Loan (9.50% cash (Libor + 9.00%; Floor   1,555    1,550    1,550 
      9.50%; Ceiling 11.00%), 4.00% ETP, Due 4/1/18)               
      Term Loan (9.50% cash (Libor + 9.00%; Floor   945    940    940 
      9.50%; Ceiling 11.00%), 4.00% ETP, Due 4/1/18)               
      Term Loan (9.50% cash (Libor + 9.00%; Floor   2,500    2,481    2,481 
      9.50%; Ceiling 11.00%), 4.00% ETP, Due 4/1/18)               
Sunesis Pharmaceuticals, Inc. (2)(5)   Biotechnology  Term Loan (8.95% cash, 4.65% ETP, Due 10/1/16)   545    544    544 
      Term Loan (9.00% cash, 4.65% ETP, Due 10/1/16)   818    815    815 
IntegenX Inc. (2)  Medical Device  Term Loan (10.75% cash (Libor + 10.25%; Floor   3,750    3,703    3,703 
      10.75%; Ceiling 12.75%), 3.50% ETP, Due 7/1/18)               
Lantos Technologies, Inc. (2)  Medical Device  Term Loan (11.50% cash (Libor + 10.50%; Floor   3,500    3,454    3,333 
      11.50%), 5.00% ETP, Due 2/1/18)               
Mederi Therapeutics, Inc. (2)  Medical Device  Term Loan (12.06% cash (Libor + 11.82%), 4.00% ETP,   2,850    2,826    2,738 
      Due 7/1/17)               
      Term Loan (12.06% cash (Libor + 11.82%), 4.00% ETP,   2,850    2,826    2,738 
      Due 7/1/17)               
NinePoint Medical, Inc. (2)  Medical Device  Term Loan (9.25% cash (Libor + 8.75%; Floor   5,000    4,943    4,943 
      9.25%), 4.50% ETP, Due 3/1/19)               
      Term Loan (9.25% cash (Libor + 8.75%; Floor   2,500    2,464    2,464 
      9.25%), 4.50% ETP, Due 3/1/19)               
Tryton Medical, Inc. (2)  Medical Device  Term Loan (10.41% cash (Prime + 7.16%), 2.50% ETP,   2,063    2,053    2,053 
      Due 9/1/16)               
ZetrOZ, Inc. (2)(11)  Medical Device  Term Loan (11.00% cash (Libor + 10.50%; Floor   1,350    1,330    250 
      11.00%; Ceiling 12.50%), 3.00% ETP, Due 4/1/18)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   1,350    1,326    250 
      11.00%; Ceiling 12.50%), 3.00% ETP, Due 4/1/18)               
Total Debt Investments — Life Science              60,930    58,477 
Debt Investments — Technology — 80.5% (8)                     
Ekahau, Inc. (2)  Communications  Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17)   704    700    700 
      Term Loan (11.75% cash, 2.50% ETP, Due 2/1/17)   235    233    233 
mBlox, Inc. (2)  Communications  Term Loan (11.50% cash (Libor + 11.00%; Floor   5,000    4,977    4,977 
      11.50%; Ceiling 13.00%), 3.40% ETP, Due 7/1/18)               
      Term Loan (11.50% cash (Libor + 11.00%; Floor   5,000    4,977    4,977 
      11.50%; Ceiling 13.00%), 3.40% ETP, Due 7/1/18)               
      Term Loan (12.00% cash, 100.00% ETP, Due 7/1/16)   1,000    1,000    1,000 
      Term Loan (12.00% cash, 100.00% ETP, Due 7/1/16)   500    500    500 
Overture Networks, Inc. (2)  Communications  Term Loan (10.75% cash, (Libor + 10.25%; Floor   4,104    4,089    4,089 
      10.75%), 5.75% ETP, Due 12/1/17)               
      Term Loan (10.75% cash (Libor + 10.25%; Floor   2,052    2,043    2,043 
      10.75%), 5.75% ETP, Due 12/1/17)               
      Term Loan (10.75% cash (Libor + 10.25%; Floor   1,000    992    992 
      10.75%), 5.00% ETP, Due 11/1/18)               
Additech, Inc. (2)  Consumer-related Technologies  Term Loan (11.75% cash (Libor + 11.25%; Floor   2,500    2,470    2,470 
      11.75%; Ceiling 13.25%), 4.00% ETP, Due 7/1/18)               

 

See Notes to Consolidated Financial Statements

 

12

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

December 31, 2015

(Dollars in thousands)

 

         Principal   Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Amount   Investments (6)   Value 
      Term Loan (11.75% cash (Libor + 11.25%; Floor   2,500    2,464    2,464 
      11.75%; Ceiling 13.25%), 4.00% ETP, Due 1/1/19)               
Gwynnie Bee, Inc. (2)  Consumer-related Technologies  Term Loan (11.00% cash (Libor + 10.50%; Floor   1,467    1,445    1,445 
      11.00%; Ceiling 12.50%), 2.00% ETP, Due 11/1/17)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   833    816    816 
      11.00%; Ceiling 12.50%), 2.00% ETP, Due 2/1/18)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   900    886    886 
      11.00%; Ceiling 12.50%), 2.00% ETP, Due 4/1/18)               
Rhapsody International, Inc. (2)  Consumer-related Technologies  Term Loan (11.00% cash (Libor + 10.50%; Floor   7,500    7,276    7,276 
      11.00%), 3.00% ETP, Due 10/1/19)               
SavingStar, Inc. (2)  Consumer-related Technologies  Term Loan (10.90% cash (Libor + 10.40%; Floor   3,000    2,911    2,911 
      10.90%), 3.00% ETP, Due 6/1/19)               
The NanoSteel Company, Inc. (2)  Materials  Term Loan (10.00% cash (Libor + 9.50%; Floor   5,000    4,915    4,915 
      10.00%), 5.00% ETP, Due 7/1/19)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor   2,500    2,458    2,458 
      10.00%), 5.00% ETP, Due 7/1/19)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor   2,500    2,452    2,452 
      10.00%), 5.00% ETP, Due 1/1/20)               
Nanocomp Technologies, Inc. (2)  Networking  Term Loan (11.50% cash, 3.00% ETP, Due 11/1/17)   701    693    693 
Powerhouse Dynamics, Inc. (2)  Power Management  Term Loan (11.20% cash (Libor + 10.70%; Floor   2,500    2,456    2,456 
      11.20%), 3.00% ETP, Due 3/1/19)               
Avalanche Technology, Inc. (2)  Semiconductors  Term Loan (10.00% cash (Libor + 9.25%; Floor 10.00%;   1,565    1,561    1,561 
      Ceiling 11.75%), 2.40% ETP, Due 4/1/17)               
      Term Loan (10.00% cash (Libor + 9.25%; Floor 10.00%;   2,003    1,997    1,997 
      Ceiling 11.75%), 2.40% ETP, Due 10/1/18)               
      Term Loan (10.00% cash (Libor + 9.25%; Floor 10.00%;   2,202    2,157    2,157 
      Ceiling 11.75%), 2.00% ETP, Due 2/1/19)               
InVisage Technologies, Inc. (2)  Semiconductors  Term Loan (12.00% cash (Libor + 11.50%; Floor   2,380    2,345    2,242 
      12.00%; Ceiling 14.00%), 2.00% ETP, Due 4/1/18)               
      Term Loan (12.00% cash (Libor + 11.50%; Floor   850    835    798 
      12.00%; Ceiling 14.00%), 2.00% ETP, Due 10/1/18)               
Luxtera, Inc. (2)  Semiconductors  Term Loan (10.25% cash (Libor + 9.75%; Floor 10.25%;   1,646    1,645    1,645 
      Ceiling 12.25%), 13.00% ETP, Due 7/1/17)               
      Term Loan (10.25% cash (Libor + 9.75%; Floor 10.25%;   951    926    926 
      Ceiling 12.25%), 13.00% ETP, Due 7/1/17)               
      Term Loan (9.00% cash (Libor + 8.50%; Floor 9.00%),   833    828    828 
      4.50% ETP, Due 12/1/18)               
      Term Loan (9.00% cash (Libor + 8.50%; Floor 9.00%),   833    827    827 
      4.50% ETP, Due 12/1/18)               
Xtera Communications, Inc. (2)(5)   Semiconductors  Term Loan (12.50% cash, 15.65% ETP, Due 12/31/16)   4,157    4,114    4,114 
      Term Loan (12.50% cash, 21.75% ETP, Due 12/31/16)   1,155    1,142    1,142 
Bridge2 Solutions, Inc.  Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   4,000    3,966    3,966 
      11.50%; Ceiling 14.50%), 2.00% ETP, Due 7/1/19)               
      Term Loan (11.50% cash (Libor + 11.00%; Floor   1,000    995    995 
      11.50%; Ceiling 14.50%), 2.00% ETP, Due 1/1/20)               
Crowdstar, Inc. (2)  Software  Term Loan (10.75% cash (Libor + 10.25%; Floor   1,939    1,915    1,915 
      10.75%), 3.00% ETP, Due 9/1/18)               
Decisyon, Inc. (2)  Software  Term Loan (12.69% cash (Libor + 12.308%; Floor   1,603    1,599    1,514 
      12.50%), 6.50% ETP, Due 10/1/17)               
      Term Loan (12.69% cash (Libor + 12.308%; Floor   853    847    802 
      12.50%), 6.50% ETP, Due 1/1/18)               
Digital Signal Corporation  Software  Term Loan (10.54% cash (Libor + 10.25%; Floor   1,500    1,421    1,421 
      10.43%), 5.00% ETP, Due 7/1/19)               
      Term Loan (10.54% cash (Libor + 10.25%; Floor   1,500    1,457    1,457 
      10.43%), 5.00% ETP, Due 7/1/19)               
Education Elements, Inc. (2)  Software  Term Loan (10.50% cash (Libor + 10.00%; Floor   2,000    1,967    1,967 
      10.50%), 4.00% ETP, Due 1/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   1,500    1,470    1,470 
      10.50%), 4.00% ETP, Due 8/1/19)               
Netuitive, Inc. (2)  Software  Term Loan (12.75% cash, Due 7/1/16)   1,000    998    998 
ScoreBig, Inc. (2)  Software  Term Loan (10.50% cash (Libor + 10.00%; Floor   3,500    3,449    3,449 
      10.50%), 4.00% ETP, Due 4/1/19)               

 

See Notes to Consolidated Financial Statements

 

13

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

December 31, 2015

(Dollars in thousands)

 

         Principal   Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Amount   Investments (6)   Value 
      Term Loan (10.50% cash (Libor + 10.00%; Floor   3,500    3,449    3,449 
      10.50%), 4.00% ETP, Due 4/1/19)               
SIGNiX, Inc. (2)  Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   3,000    2,953    2,953 
      11.50%), Due 7/1/18)               
SilkRoad Technology, Inc. (2)  Software  Term Loan (10.85% cash (Libor + 10.35%; Floor   7,500    7,436    7,436 
      10.85%; Ceiling 12.85%), 3.00% ETP, Due 6/1/19)               
Skyword, Inc.  Software  Term Loan (11.45% cash (Libor + 10.95%; Floor   4,000    3,900    3,900 
      11.45%), 3.00% ETP, Due 8/1/19)               
Social Intelligence Corp. (2)  Software  Term Loan (11.00% cash (Libor + 10.50%; Floor   1,091    1,076    1,067 
      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    4,450    4,450 
      11.50%; Ceiling 13.00%), 2.00% ETP, Due 1/1/18)               
Sys-Tech Solutions, Inc. (2)  Software  Term Loan (11.65% cash (Libor + 11.15%; Floor   5,200    5,168    5,168 
      11.65%; Ceiling 12.65%), 4.50% ETP, Due 3/1/18)               
      Term Loan (11.65% cash (Libor + 11.15%; Floor   4,667    4,633    4,633 
      11.65%; Ceiling 12.65%), 9.00% ETP, Due 5/1/18)               
VBrick Systems, Inc. (2)  Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   1,900    1,887    1,887 
      11.50%; Ceiling 13.50%), 5.00% ETP, Due 7/1/17)               
Vidsys, Inc. (2)  Software  Term Loan (13.00% cash, 7.58% ETP, Due 12/1/17)   2,810    2,810    2,810 
xTech Holdings, Inc. (2)  Software  Term Loan (11.00% cash (Libor + 10.50%; Floor   2,000    1,957    1,957 
      11.00%), 3.00% ETP, Due 4/1/19)               
Total Debt Investments — Technology               128,933    128,654 
Debt Investments — Cleantech — 7.5% (8)                     
Renmatix, Inc. (2)  Alternative Energy  Term Loan (10.25% cash, 3.00% ETP, Due 2/1/16)   173    173    173 
      Term Loan (10.25% cash, 3.00% ETP, Due 2/1/16)   173    173    173 
      Term Loan (10.25% cash, Due 10/1/16)   1,667    1,663    1,663 
Semprius, Inc. (2)  Alternative Energy  Term Loan (10.25% cash, 5.00% ETP, Due 6/1/16)   860    840    840 
Rypos, Inc. (2)  Energy Efficiency  Term Loan (11.80% cash, 4.25% ETP, Due 6/1/17)   2,430    2,314    2,314 
      Term Loan (11.80% cash, 4.25% ETP, Due 1/1/18)   947    913    913 
Lehigh Technologies, Inc. (2)  Waste Recycling  Term Loan (9.96% cash (Libor + 9.72%), 6.75% ETP,   3,000    2,961    2,961 
      Due 8/1/19)               
      Term Loan (9.96% cash (Libor + 9.72%), 6.75% ETP,   3,000    2,975    2,975 
      Due 8/1/19)               
Total Debt Investments — Cleantech              12,012    12,012 
Debt Investments — Healthcare information and services — 27.0% (8)                     
Interleukin Genetics, Inc. (2)(5)  Diagnostics  Term Loan (9.00% cash (Libor + 8.50%; Floor 9.00%)   5,000    4,881    4,881 
      4.50% ETP, Due 10/1/18)               
LifePrint Group, Inc. (2)  Diagnostics  Term Loan (11.00% cash (Libor + 10.50%; Floor   2,400    2,366    2,366 
      11.00%; Ceiling 12.50%), 3.00% ETP, Due 1/1/18)               
Watermark Medical, Inc. (2)  Other Healthcare  Term Loan (10.00% cash (Libor + 9.50%; Floor 10.00%;   3,500    3,494    3,494 
      Ceiling 11.00%); 4.00% ETP, Due 4/1/18)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor 10.00%;   3,500    3,494    3,494 
      Ceiling 11.00%); 4.00% ETP, Due 4/1/18)               
      Term Loan (10.00% cash (Libor + 9.50%; Floor 10.00%;   1,250    1,248    1,248 
      Ceiling 11.00%); 4.00% ETP, Due 4/1/18)               
Innovatient Solutions, Inc. (2)  Software  Term Loan (11.00% cash (Libor + 10.50%; Floor   1,000    977    977 
      11.00%, Ceiling 13.00%); 4.00% ETP, Due 7/1/18)               
MedAvante, Inc. (2)  Software  Term Loan (9.75% cash (Libor + 9.25%; Floor   3,000    2,957    2,957 
      9.75%), 4.00% ETP, Due 1/1/19)               
      Term Loan (9.75% cash (Libor + 9.25%; Floor   3,000    2,957    2,957 
      9.75%), 4.00% ETP, Due 1/1/19)               
      Term Loan (9.75% cash (Libor + 9.25%; Floor   4,000    3,934    3,934 
      9.75%), 4.00% ETP, Due 7/1/19)               
Medsphere Systems Corporation (2)  Software  Term Loan (10.50% cash (Libor + 10.00%; Floor   5,000    4,921    4,921 
      10.50%), 7.00% ETP, Due 7/1/19)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   2,500    2,461    2,461 
      10.50%), 7.00% ETP, Due 7/1/19)               
Recondo Technology, Inc. (2)   Software  Term Loan (11.50% cash (Libor + 11.00%; Floor   1,384    1,380    1,380 
      11.50%), 6.60% ETP, Due 12/1/17)               
      Term Loan (11.00% cash (Libor + 10.50%; Floor   2,500    2,494    2,494 
      11.00%), 4.50% ETP, Due 12/1/17)               

 

See Notes to Consolidated Financial Statements

 

14

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

December 31, 2015

(Dollars in thousands)

 

         Principal   Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)  Amount   Investments (6)   Value 
      Term Loan (10.50% cash (Libor + 10.00%; Floor   2,500    2,495    2,495 
      10.50%), 2.75% ETP, Due 12/1/17)               
      Term Loan (10.50% cash (Libor + 10.00%; Floor   3,000    2,965    2,965 
      10.50%), 2.50% ETP, Due 1/1/19)               
Total Debt Investments — Healthcare information and services              43,024    43,024 
Total Debt Investments              244,899    242,167 
                      
Warrant Investments — 4.2% (8)                     
Warrants — Life Science — 0.8% (8)                     
ACT Biotech Corporation  Biotechnology  1,521,820 Preferred Stock Warrants        83     
Argos Therapeutics, Inc. (2)(5)  Biotechnology  33,112 Common Stock Warrants        33     
Celsion Corporation (5)  Biotechnology  5,708 Common Stock Warrants        15     
Inotek Pharmaceuticals Corporation (5)  Biotechnology  28,204 Preferred Stock Warrants        17    149 
New Haven Pharmaceuticals, Inc. (2)  Biotechnology  103,982 Preferred Stock Warrants        88    178 
Nivalis Therapeutics, Inc. (5)  Biotechnology  18,534 Common Stock Warrants        122     
Ocera Therapeutics, Inc. (2)(5)  Biotechnology  6,460 Common Stock Warrants        6     
Palatin Technologies, Inc. (2)(5)  Biotechnology  608,058 Common Stock Warrants        51    16 
Revance Therapeutics, Inc. (5)  Biotechnology  34,377 Common Stock Warrants        68    684 
Sample6, Inc. (2)  Biotechnology  351,018 Preferred Stock Warrants        45    40 
Sunesis Pharmaceuticals, Inc. (5)  Biotechnology  12,302 Common Stock Warrants        5     
AccuVein Inc. (2)  Medical Device  75,769 Preferred Stock Warrants        24    30 
Direct Flow Medical, Inc.  Medical Device  176,922 Preferred Stock Warrants        144    41 
EnteroMedics, Inc. (5)  Medical Device  141,025 Common Stock Warrants        347     
IntegenX, Inc. (2)  Medical Device  158,006 Preferred Stock Warrants        33    25 
Lantos Technologies, Inc. (2)  Medical Device  1,287,817 Preferred Stock Warrants        38    43 
Mederi Therapeutics, Inc. (2)  Medical Device  248,736 Preferred Stock Warrants        26    41 
Mitralign, Inc. (2)  Medical Device  641,909 Preferred Stock Warrants        52    38 
NinePoint Medical, Inc. (2)  Medical Device  566,038 Preferred Stock Warrants        33    34 
OraMetrix, Inc. (2)  Medical Device  812,348 Preferred Stock Warrants        78     
Tryton Medical, Inc. (2)  Medical Device  122,362 Preferred Stock Warrants        15    12 
ViOptix, Inc.  Medical Device  375,763 Preferred Stock Warrants        13     
ZetrOZ, Inc. (2)  Medical Device  475,561 Preferred Stock Warrants        25     
Total Warrants — Life Science              1,361    1,331 
Warrants — Technology — 2.6% (8)                     
Ekahau, Inc. (2)  Communications  978,261 Preferred Stock Warrants        33    19 
OpenPeak, Inc.  Communications  18,997 Common Stock Warrants        89     
Overture Networks, Inc.  Communications  385,617 Preferred Stock Warrants        55    386 
Additech, Inc. (2)  Consumer-related Technologies  150,000 Preferred Stock Warrants        32    27 
Everyday Health, Inc. (5)  Consumer-related Technologies  43,783 Common Stock Warrants        69    1 
Gwynnie Bee, Inc. (2)  Consumer-related Technologies  268,591 Preferred Stock Warrants        68    634 
If(we), Inc.  Consumer-related Technologies  190,868 Preferred Stock Warrants        27    62 
Rhapsody International Inc. (2)  Consumer-related Technologies  852,273 Common Stock Warrants        164    165 
SavingStar, Inc. (2)  Consumer-related Technologies  79,088 Preferred Stock Warrants        48    49 
XIOtech, Inc.  Data Storage  2,217,979 Preferred Stock Warrants        22    19 
SimpleTuition, Inc.  Internet and media  189,573 Preferred Stock Warrants        63    69 
The NanoSteel Company, Inc. (2)  Materials  147,424 Preferred Stock Warrants        93    95 
IntelePeer, Inc.  Networking  141,549 Common Stock Warrants        39    27 
Nanocomp Technologies, Inc. (2)  Networking  272,728 Preferred Stock Warrants        25    20 
Aquion Energy, Inc.  Power Management  115,051 Preferred Stock Warrants        7    57 
Powerhouse Dynamics, Inc. (2)  Power Management  290,698 Preferred Stock Warrants        27    28 
Avalanche Technology, Inc. (2)  Semiconductors  202,602 Preferred Stock Warrants        101    45 
eASIC Corporation (2)  Semiconductors  40,445 Preferred Stock Warrants        25    29 
InVisage Technologies, Inc. (2)  Semiconductors  185,790 Preferred Stock Warrants        48    47 
Kaminario, Inc.  Semiconductors  1,087,203 Preferred Stock Warrants        59    65 
Luxtera, Inc.(2)  Semiconductors  2,304,667 Preferred Stock Warrants        48    103 
Soraa, Inc. (2)  Semiconductors  180,000 Preferred Stock Warrants        80    102 
Xtera Communications, Inc. (5)  Semiconductors  37,831 Preferred Stock Warrants        206     
Bolt Solutions Inc. (2)  Software  202,892 Preferred Stock Warrants        113    119 
Bridge2 Solutions, Inc.  Software  1,769 Common Stock Warrants        18    688 

 

See Notes to Consolidated Financial Statements

 

15

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

December 31, 2015

(Dollars in thousands)

 

             Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)       Investments (6)   Value 
Clarabridge, Inc.  Software  53,486 Preferred Stock Warrants        14    82 
Crowdstar, Inc. (2)  Software  75,428 Preferred Stock Warrants        14    14 
Decisyon, Inc. (2)  Software  2,526,909 Common Stock Warrants        46     
Digital Signal Corporation  Software  85,308 Common Stock Warrants        32    32 
Education Elements, Inc. (2)  Software  238,122 Preferred Stock Warrants        28    29 
Lotame Solutions, Inc. (2)  Software  288,115 Preferred Stock Warrants        22    271 
Lytx, Inc.  Software  71,639 Preferred Stock Warrants        20    121 
Netuitive, Inc.  Software  41,569 Common Stock Warrants        48     
Riv Data Corp. (2)  Software  237,361 Preferred Stock Warrants        13    12 
ScoreBig, Inc. (2)  Software  481,198 Preferred Stock Warrants        55    57 
SIGNiX, Inc. (2)  Software  63,365 Preferred Stock Warrants        48    49 
Skyword, Inc.  Software  301,056 Preferred Stock Warrants        48    48 
SpringCM, Inc. (2)  Software  2,385,686 Preferred Stock Warrants        55    54 
Sys-Tech Solutions, Inc.  Software  375,000 Preferred Stock Warrants        242    524 
Vidsys, Inc.  Software  37,346 Preferred Stock Warrants        23     
Visage Mobile, Inc.  Software  1,692,047 Preferred Stock Warrants        19     
xTech Holdings, Inc. (2)  Software  111,111 Preferred Stock Warrants        30    32 
Total Warrants — Technology              2,316    4,181 
Warrants — Cleantech — 0.2% (8)                     
Renmatix, Inc.  Alternative Energy  53,022 Preferred Stock Warrants        68    68 
Semprius, Inc.  Alternative Energy  519,981 Preferred Stock Warrants        25    21 
Rypos, Inc. (2)  Energy Efficiency  5,627 Preferred Stock Warrants        44    32 
Tigo Energy, Inc. (2)  Energy Efficiency  804,604 Preferred Stock Warrants        100    111 
Lehigh Technologies, Inc. (2)  Waste Recycling  272,727 Preferred Stock Warrants        32    34 
Total Warrants — Cleantech              269    266 
Warrants — Healthcare information and services — 0.6% (8)                     
Accumetrics, Inc.  Diagnostics  100,928 Preferred Stock Warrants        108    63 
BioScale, Inc. (2)  Diagnostics  315,618 Common Stock Warrants        54     
Candescent Health, Inc. (2)  Diagnostics  519,992 Preferred Stock Warrants        378     
Helomics Corporation  Diagnostics  13,461Common Stock Warrants        73     
Interleukin Genetics, Inc. (2)(5)  Diagnostics  2,492,523 Common Stock Warrants        112    2 
LifePrint Group, Inc. (2)  Diagnostics  49,000 Preferred Stock Warrants        29    24 
Singulex, Inc.  Other Healthcare  293,632 Preferred Stock Warrants        43    167 
Verity Solutions Group, Inc.  Other Healthcare  300,360 Preferred Stock Warrants        100    36 
Watermark Medical, Inc. (2)  Other Healthcare  27,373 Preferred Stock Warrants        74    65 
Innovatient Solutions, Inc. (2)  Software  157,895 Preferred Stock Warrants        35    35 
MedAvante, Inc. (2)  Software  114,285 Preferred Stock Warrants        66    68 
Medsphere Systems Corporation (2)  Software  7,097,791 Preferred Stock Warrants        60    210 
Recondo Technology, Inc. (2)  Software  556,796 Preferred Stock Warrants        95    197 
Total Warrants — Healthcare information and services              1,227    867 
Total Warrants              5,173    6,645 
                      
Other Investments — 0.2% (8)                     
Vette Technology, LLC  Data Storage  Royalty Agreement Due 4/18/2019        4,422    300 
Total Other Investments              4,422    300 
Equity — 0.7% (8)                     
Insmed Incorporated (5)  Biotechnology  33,208 Common Stock        238    603 
Revance Therapeutics, Inc.(5)  Biotechnology  4,861 Common Stock        73    166 
Sunesis Pharmaceuticals, Inc. (5)  Biotechnology  78,493 Common Stock        83    70 
Overture Networks Inc.  Communications  772,382 Common Stock        482     
SnagAJob.com, Inc.  Consumer-related Technologies  151,655 Common Stock        23    215 
Decisyon, Inc.  Technology  2,301,717 Common Stock        101    101 
Total Equity              1,000    1,155 
Total Portfolio Investment Assets — 156.7% (8)             $255,494   $250,267 
                      
Short Term Investments — Money Market Funds — 0.2% (8)                     
US Bank Money Market Deposit Account             $285   $285 
Total Short Term Investments — Money Market Funds             $285   $285 

 

See Notes to Consolidated Financial Statements

 

16

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Consolidated Schedule of Investments (Unaudited)

December 31, 2015

(Dollars in thousands)

 

             Cost of   Fair 
Portfolio Company (1)  Sector  Type of Investment (3)(4)(7)(9)(10)       Investments (6)   Value 
Short Term Investments — Restricted Investments— 0.7% (8)                     
US Bank Money Market Deposit Account (2)             $1,091   $1,091 
Total Short Term Investments — Restricted Investments             $1,091   $1,091 

_____________________________

   
(1) All investments of the Company are in entities which are organized under the laws of the United States and have a principal place of business in the United States.
   
(2) Has been pledged as collateral under the Key Facility or the 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 end-of-term payments (“ETPs”) 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 debt investment, unless otherwise indicated. Debt investments based on LIBOR are based on one-month LIBOR. For each debt investment, the current interest rate in effect as of December 31, 2015 is provided.
   
(5) Portfolio company is a public company.
   
(6) For debt investments, represents principal balance less unearned income.
   
(7) Warrants, Equity and Other Investments are non-income producing.
   
(8) Value as a percent of net assets.
   
(9) The Company did not have any non-qualifying assets under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), as of December 31, 2015. 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.
   
(10)

ETPs are contractual fixed-interest payments due in cash at the maturity date of the applicable debt investment, including upon any prepayment, and are a fixed percentage of the original principal balance of the debt investments unless otherwise noted. Interest will accrue during the life of the debt investment on each ETP and will be recognized as non-cash income until it is actually paid. Therefore, a portion of the incentive fee the Company may pay its Advisor will be based on income that the Company has not yet received in cash.

   
(11) Debt investment is on non-accrual status at December 31, 2015.

 

See Notes to Consolidated Financial Statements

 

17

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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 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 its stockholders. The Company primarily makes secured debt investments 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, a Delaware limited liability company, which commenced operations in March 2008 and became the Company’s wholly owned subsidiary upon the completion of the Company’s IPO.

 

Horizon Credit II LLC (“Credit II”) was formed as a Delaware limited liability company on June 28, 2011, with the Company as its 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.

 

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. 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 (the “2013-1 Securitization”) and issuing fixed-rate asset-backed notes in an aggregate principal amount of $90 million (the “Asset-Backed Notes”).

 

The Company has also established an additional wholly owned subsidiary, which is structured as a Delaware limited liability company, to hold the assets of a portfolio company acquired in connection with foreclosure or bankruptcy which is a separate legal entity from the Company.

 

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 (the “Advisor”), under which the Advisor manages the day-to-day operations of, and provides investment advisory services to, the Company.

 

On March 24, 2015, the Company completed a public offering of 2,000,000 shares of its common stock at a public offering price of $13.95 per share, for total net proceeds to the Company of $26.5 million, after deducting underwriting commission and discounts and other offering expenses (the “2015 Offering”).

 

18

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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 Articles 6 and 10 of Regulation S-X (“Regulation S-X”) under the Securities Act of 1933, as amended (the “Securities Act”). 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. Certain prior period amounts have been reclassified to conform to the current period presentation. 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, 2015.

 

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.

 

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 debt investments and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment.

 

19

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

Investments

 

Investments are recorded at fair value. The Company’s board of directors (the “Board”) determines the fair value of the Company’s portfolio investments. The Company has the intent to hold its debt investments 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 debt investment becomes 90 days or more past due, or if the Company otherwise does not expect to receive interest and principal repayments, the debt investment is placed on non-accrual status and the recognition of interest income may be discontinued. Interest payments received on non-accrual debt investments may be recognized as income, on a cash basis, or applied to principal depending upon management’s judgment at the time the debt investment is placed on non-accrual status. As of June 30, 2016, there were two debt investments on non-accrual status with a cost of $16.2 million and a fair value of $11.6 million. For the three and six months ended June 30, 2015, the Company recognized interest income payments of $0.05 million and $0.1 million, respectively, received from one portfolio company whose debt investment was on non-accrual status. As of December 31, 2015, there was one investment on non-accrual status with a cost of $2.7 million and a fair value of $0.5 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. Debt investment 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 debt investment. All other income is recognized when earned. Fees for counterparty debt investment commitments with multiple debt investments are allocated to each debt investment based upon each debt investment’s relative fair value. When a debt investment is placed on non-accrual status, the amortization of the related fees and unearned income is discontinued until the debt investment is returned to accrual status.

 

Certain debt investment agreements also require the borrower to make an ETP, that is accrued into interest receivable and taken into income over the life of the debt investment 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 the ETP when due. The proportion of the Company’s total investment income that resulted from the portion of ETPs not received in cash for the three months ended June 30, 2016 and 2015 was 7.7% and 7.4%, respectively. The proportion of the Company’s total investment income that resulted from the portion of ETPs not received in cash for the six months ended June 30, 2016 and 2015 was 14.2% and 7.4%, respectively.

 

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 income on the grant date. The unearned income is recognized as interest income over the contractual life of the related debt investment in accordance with the Company’s income recognition policy. Subsequent to debt investment 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 appreciation or depreciation on investments. Gains and losses from the disposition of the warrants or stock acquired from the exercise of warrants are recognized as realized gains and losses 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.

 

20

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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. The unamortized balance of debt issuance costs as of June 30, 2016 and December 31, 2015 was $1.8 million and $1.9 million, respectively. These amounts are amortized and included in interest expense in the consolidated statements of operations over the life of the borrowings. The accumulated amortization balances as of June 30, 2016 and December 31, 2015 were $4.2 million and $3.9 million, respectively. The amortization expense for the three months ended June 30, 2016 and 2015 was $0.2 million. The amortization expense for the six months ended June 30, 2016 and 2015 was $0.3 million and $0.5 million, respectively.

 

Income taxes

 

As a BDC, the Company 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 and to avoid corporate-level U.S. federal income tax on the income distributed to stockholders, among other things, the Company is required to meet certain source of income and asset diversification requirements and to timely distribute dividends out of assets legally available for distribution to its stockholders of an amount generally at least equal to 90% of its 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 generally relieves the Company from corporate-level U.S. federal income taxes. Accordingly, no provision for federal income tax has been recorded in the financial statements. Differences between taxable income and net increase in net assets resulting from operations either can be temporary, meaning they will reverse in the future, or permanent. In accordance with Paragraph 946-205-45-3 of the Financial Accounting Standards Board’s (“FASB’s”), Accounting Standards Codification, as amended (“ASC”), permanent tax differences, such as non-deductible excise taxes paid, are reclassified from distributions in excess of net investment income and net realized loss on investments to paid-in-capital at the end of each year. These permanent book-to-tax differences are reclassified on the consolidated statements of changes in net assets to reflect their tax character but have no impact on total net assets. For the six months ended June 30, 2015, the Company reclassified $1.0 million to paid-in capital from distributions in excess of net investment income of $0.9 million and net realized loss on investments of $0.1 million, which related to excise taxes paid in prior years.

 

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 distributions into the next tax year and pay a 4% U.S. federal 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 distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the six months ended June 30, 2016, there was no U.S. federal excise tax accrual recorded. For the six months ended June 30, 2015, a $0.02 million accrual 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 in accordance with ASC Topic 740, as modified by ASC Topic 946. 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, 2016 and December 31, 2015. The 2014, 2013 and 2012 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 as distributions 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 on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board 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 or the Company may purchase shares in the open market to fulfill its obligations under the plan.

 

21

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

Stock Repurchase Program

 

On September 28, 2015, the Board authorized a stock repurchase program which allows the Company to repurchase up to $5.0 million of its common stock at prices below the Company’s net asset value per share as reported in its most recent consolidated financial statements. Under the repurchase program, the Company may, but is not obligated to, repurchase shares of its outstanding common stock in the open market or in privately negotiated transactions from time to time. Any repurchases by the Company will comply with the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and any applicable requirements of the 1940 Act. Unless extended by the Board, the repurchase program will terminate on the earlier of September 30, 2016 or the repurchase of $5.0 million of the Company’s common stock. During the three and six months ended June 30, 2016, the Company did not complete any repurchases of its common stock. Since the inception of the stock repurchase program, the Company has repurchased 113,382 shares of its common stock at an average price of $11.53 on the open market at a total cost of $1.3 million. On July 29, 2016, the Board extended the stock repurchase program until the earlier of June 30, 2017 or the repurchase of $5.0 million of the Company’s common stock.

 

Transfers of financial assets

 

Assets related to transactions that do not meet Accounting Standards Codification Topic 860 — Transfers and Servicing requirements for accounting sale treatment are reflected in the Company’s consolidated statements of assets and liabilities 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 other affiliate of the Company).

 

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.

 

Recently adopted accounting pronouncement

 

In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), as clarified by ASU 2015-15, Interest—Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), containing guidance that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, instead of being recorded as a separate asset. ASU 2015-15 allows an entity to defer and present debt issuance costs for line-of-credit arrangements as an asset and subsequently amortize these deferred costs over the term of the line-of-credit arrangement. The Company has adopted ASU 2015-03, as clarified by ASU 2015-15, which did not have a material impact on the Company’s consolidated financial statements other than corresponding reductions to total assets and total liabilities on the consolidated statements of assets and liabilities. Prior to adoption, the Company recorded debt issuance costs in other assets as an asset on the consolidated statements of assets and liabilities. Upon adoption, the Company reclassified these costs as unamortized debt issuance costs that reduce debt in the liabilities on the consolidated statements of assets and liabilities and retrospectively reclassified the debt issuance costs that were previously presented in other assets as an asset as of December 31, 2015, as discussed further in Note 6.

 

22

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

Note 3.  Related party transactions

 

Investment Management Agreement

 

The Investment Management Agreement was reapproved by the Board on July 29, 2016. 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 Advisor receives fees for providing services to the Company under the Investment Management Agreement, 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 (i) the Company’s gross assets, less (ii) assets consisting of cash and cash equivalents, and is 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. In addition, the Advisor agreed to waive its base management fee relating to the proceeds raised in the 2015 Offering, to the extent such fee is not otherwise waived and regardless of the application of the proceeds raised, until the earlier to occur of (i) March 31, 2016 or (ii) the last day of the second consecutive calendar quarter in which the Company’s net investment income exceeds distributions declared on its shares of common stock for the applicable quarter. As of December 31, 2015, the Company met condition (ii) above as net investment income exceeded distributions declared for the quarters ended September 30, 2015 and December 31, 2015.

 

During the three months ended June 30, 2015, the Advisor waived base management fees of $0.1 million, which the Advisor would have otherwise earned on the proceeds raised in the 2015 Offering. The base management fee payable at June 30, 2016 and December 31, 2015 was $0.4 million. After giving effect of the waiver, the base management fee expense was $1.2 million and $1.1 million for the three months ended June 30, 2016 and 2015, respectively. After giving effect of the waiver, the base management fee expense was $2.5 million and $2.1 million for the six months ended June 30, 2016 and 2015, respectively.

 

The incentive fee has two parts, as follows:

 

The first part, which is subject to the Incentive Fee Cap and Deferral Mechanism, as defined below, 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 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 the Company has not yet received in cash. The incentive fee with respect to the Pre-Incentive Fee Net Investment 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 Pre-Incentive Fee 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% quarterly (which is 8.75% annualized). The effect of this “catch-up” 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.

 

23

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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 up to the Incentive Fee Cap, defined below, 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.

 

Commencing with the calendar quarter beginning July 1, 2014, the incentive fee on Pre-Incentive Fee Net Investment Income is subject to a fee cap and deferral mechanism which is determined based upon a look-back period of up to three years and is expensed when incurred. For this purpose, the look-back period for the incentive fee based on Pre-Incentive Fee Net Investment Income (the “Incentive Fee Look-back Period”) commenced on July 1, 2014 and increases by one quarter in length at the end of each calendar quarter until June 30, 2017, after which time, the Incentive Fee Look-back Period will include the relevant calendar quarter and the 11 preceding full calendar quarters. Each quarterly incentive fee payable on Pre-Incentive Fee Net Investment Income is subject to a cap (the “Incentive Fee Cap”) and a deferral mechanism through which the Advisor may recoup a portion of such deferred incentive fees (collectively, the “Incentive Fee Cap and Deferral Mechanism”). The Incentive Fee Cap is equal to (a) 20.00% of Cumulative Pre-Incentive Fee Net Return (as defined below) during the Incentive Fee Look-back Period less (b) cumulative incentive fees of any kind paid to the Advisor during the Incentive Fee Look-back Period. To the extent the Incentive Fee Cap is zero or a negative value in any calendar quarter, the Company will not pay an incentive fee on Pre-Incentive Fee Net Investment Income to the Advisor in that quarter. To the extent that the payment of incentive fees on Pre-Incentive Fee Net Investment Income is limited by the Incentive Fee Cap, the payment of such fees will be deferred and paid in subsequent calendar quarters up to three years after their date of deferment, subject to certain limitations, which are set forth in the Investment Management Agreement. The Company only pays incentive fees on Pre-Incentive Fee Net Investment Income to the extent allowed by the Incentive Fee Cap and Deferral Mechanism. “Cumulative Pre-Incentive Fee Net Return” during any Incentive Fee Look-back Period means the sum of (a) Pre-Incentive Fee Net Investment Income and the base management fee for each calendar quarter during the Incentive Fee Look-back Period and (b) the sum of cumulative realized capital gains and losses, cumulative unrealized capital appreciation and cumulative unrealized capital depreciation during the applicable Incentive Fee Look-back Period.

 

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. However, in accordance with GAAP, the Company is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis, as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Management Agreement.

 

The performance based incentive fee expense was $1.0 million and $0.7 million for the three months ended June 30, 2016 and 2015, respectively. The performance based incentive fee expense was $2.1 million and $1.5 million for the six months ended June 30, 2016 and 2015, respectively. The performance based incentive fee expense was subject to the Incentive Fee Cap and Deferral Mechanism for the three months ended June 30, 2016, which resulted in $0.1 million of reduced expense resulting in $0.1 million of additional net investment income. The performance based incentive fee payable as of June 30, 2016 and December 31, 2015 was $1.0 million. The entire incentive fee payable as of June 30, 2016 and December 31, 2015 represented part one of the incentive fee.

 

24

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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 reimburses 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 Financial Officer and Chief Compliance Officer and their respective staffs. The administrative fee expense was $0.3 million for the three months ended June 30, 2016 and 2015. The administrative fee expense was $0.6 million for the six months ended June 30, 2016 and 2015.

 

Note 4.  Investments

 

The following table shows the Company’s investments as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016   December 31, 2015 
   Cost   Fair Value   Cost   Fair Value 
       (In thousands)     
Money market funds  $   $   $285   $285 
Restricted investments in money market funds  $   $   $1,091   $1,091 
Non-affiliate investments                    
Debt  $232,725   $226,963   $244,899   $242,167 
Warrants   5,186    5,026    5,173    6,645 
Other   4,750    600    4,422    300 
Equity   560    677    1,000    1,155 
Total non-affiliate investments  $243,221   $233,266   $255,494   $250,267 

 

The following table shows the Company’s non-affiliate investments by industry sector as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016   December 31, 2015 
   Cost   Fair Value   Cost   Fair Value 
       (In thousands)     
Life Science                    
Biotechnology  $35,313   $34,948   $36,932   $37,911 
Medical Device   17,377    16,807    25,753    22,736 
Technology                    
Communications   9,532    9,429    20,170    19,916 
Consumer-Related   19,537    20,178    18,699    19,421 
Data Storage   4,397    200    4,444    319 
Internet and Media   7,985    7,986    63    69 
Materials   9,943    9,938    9,918    9,920 
Networking   3,557    3,538    757    740 
Power Management   2,498    2,550    2,490    2,541 
Semiconductors   17,194    17,311    18,944    18,628 
Software   66,131    61,409    60,792    61,897 
Cleantech                    
Alternative Energy   777    704    2,942    2,938 
Energy Efficiency   2,963    2,948    3,371    3,370 
Waste Recycling   5,975    5,974    5,968    5,970 
Healthcare Information and Services                    
Diagnostics   6,931    6,083    8,001    7,336 
Other   7,872    7,794    8,453    8,504 
Software   25,239    25,469    27,797    28,051 
Total non-affiliate investments  $243,221   $233,266   $255,494   $250,267 

 

25

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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.

 

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 which are 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.

 

26

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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 period 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, 2016 and December 31, 2015, the hypothetical market yields used ranged from 11% to 25%. 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.

 

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 measurement.

 

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 measurement.

 

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.

 

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.

 

27

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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 within 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.

 

Other investments: Other investments are 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. This asset is 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, 2016 and December 31, 2015. 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 following table 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, 2016:

 

June 30, 2016
   Fair   Valuation Techniques/  Unobservable      Weighted 
Investment Type  Value   Methodologies  Input  Range   Average 
(Dollars in thousands, except per share data)
Debt investments  $215,352   Discounted Expected Future Cash Flows  Hypothetical Market Yield   11% – 25%    13%
                      
    11,611   Liquidation Scenario  Probability Weighting   10% – 75%    36%
                      
Warrant investments   4,835   Black-Scholes Valuation Model  Price Per Share
   

$0.00 – $63.98

  

$3.82

 
           Average Industry Volatility   18%    18%
           Marketability Discount   20%   20%
           Estimated Time to Exit   1 to 5 years    3 years 
                      
Other investments   600   Multiple Probability Weighted Cash Flow Model  Discount Rate
Probability Weighting
   

25%

0% – 100%

    

25%

33%

 
                      
Equity investments   240   Last Equity Financing  Price Per Share   $0. 04 – $1.00   $0.37 
Total Level 3 investments  $232,638                 

 

28

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

The following table 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, 2015:

 

December 31, 2015
   Fair   Valuation Techniques/  Unobservable      Weighted 
Investment Type  Value   Methodologies  Input  Range   Average 
(Dollars in thousands, except per share data)
Debt investments  $241,667   Discounted Expected Future Cash Flows  Hypothetical Market Yield   11% – 25%    13%
                      
    500   Liquidation Scenario  Discount Rate   25%   25%
           Probability Weighting   0% – 100%    30%
                      
Warrant investments   5,407   Black-Scholes Valuation Model  Price Per Share
   

$0.00 – $615.46

  

$81.27

 
           Average Industry Volatility   18%    18%
                      
           Marketability Discount   20%   20%
           Estimated Time to Exit   1 to 5 years    3 years 
                      
    386   Expected Acquisition Settlement  Price Per Share  $2.09   $2.09 
                      
Other investments   300   Multiple Probability Weighted Cash Flow Model  Discount Rate
Probability Weighting
   

25%

100%

    

25%

100%

 
                      
Equity investments   101   Last Equity Financing  Price Per Share  $0.04   $0.04 
                      
    215   Expected Settlement  Price Per Share   $0.00 – $1.41   $1.41 
Total Level 3 investments  $248,576                 

 

Borrowings:  The carrying amount of borrowings under the Company’s revolving credit facility (the “Key Facility”) with KeyBank National Association (“Key”) approximates fair value due to the variable interest rate of the Key Facility and is 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. On June 30, 2016, the closing price of the 2019 Notes on the New York Stock Exchange was $25.57 per note, or $33.8 million. Therefore, the Company has categorized this borrowing as Level 1 within the fair value hierarchy described above.

 

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.

 

29

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

The following tables detail the assets that are carried at fair value and measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:

 

   June 30, 2016 
   Total   Level 1   Level 2   Level 3 
   (In thousands) 
Debt investments  $226,963   $   $   $226,963 
Warrant investments  $5,026   $   $191   $4,835 
Other investments  $600   $   $   $600 
Equity investments  $677   $437   $   $240 

 

   December 31, 2015 
   Total   Level 1   Level 2   Level 3 
   (In thousands) 
Money market funds  $285   $   $285   $ 
Restricted investments in money market funds  $1,901   $   $1,901   $ 
Debt investments  $242,167   $   $   $242,167 
Warrant investments  $6,645   $   $852   $5,793 
Other investments  $300   $   $   $300 
Equity investments  $1,155   $839   $   $316 

 

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, 2016:

 

   Three Months Ended June 30, 2016 
  

Debt

Investments

  

Warrant

Investments

  

Equity

Investments

  

Other

Investments

   Total 
   (In thousands) 
Level 3 assets, beginning of period  $238,426   $4,897   $229   $700   $244,252 
Purchase of investments   15,187                15,187 
Warrants and equity received and classified as Level 3       68    11        79 
Principal payments received on investments   (22,400)           (32)   (22,432)
Proceeds from sale of investments       (97)   (2)       (99)
Net realized (loss) gain on investments   (936)   64    2        (870)
Unrealized depreciation included in earnings   (3,395)   (97)       (68)   (3,560)
Other   81                81 
Level 3 assets, end of period  $226,963   $4,835   $240   $600   $232,638 

 

The Company’s transfers between levels are recognized at the end of each reporting period. During the three months ended June 30, 2016, there were no transfers between levels.

 

30

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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, 2015:

 

   Three Months Ended June 30, 2015 
  

Debt

Investments

  

Warrant

Investments

  

Equity

Investments

  

Other

Investments

   Total 
   (In thousands) 
Level 3 assets, beginning of period  $197,610   $4,264   $222   $300   $202,396 
Purchase of investments   48,000                48,000 
Warrants and equity received and classified as Level 3       329            329 
Principal payments received on investments   (10,745)           (42)   (10,787)
Unrealized (depreciation) appreciation included in earnings   (1,856)   (37)       42    (1,851)
Other   (581)               (581)
Level 3 assets, end of period  $232,428   $4,556   $222   $300   $237,506 

 

The Company’s transfers between levels are recognized at the end of each reporting period. During the three months ended June 30, 2015, there were no transfers between levels.

 

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, 2016:

 

   Six Months Ended June 30, 2016 
  

Debt

Investments

  

Warrant

Investments

  

Equity

Investments

  

Other

Investments

   Total 
   (In thousands) 
Level 3 assets, beginning of period  $242,167   $5,793   $316   $300   $248,576 
Purchase of investments   31,687                31,687 
Warrants and equity received and classified as Level 3       149    56        205 
Principal payments received on investments   (40,460)           (55)   (40,515)
Proceeds from sale of investments       (806)   (129)       (935)
Net realized (loss) gain on investments   (3,093)   672    (367)       (2,788)
Unrealized (depreciation) appreciation included in earnings   (3,029)   (973)   364    (28)   (3,666)
Transfer from debt investments to other investments   (383)           383     
Other   74                74 
Level 3 assets, end of period  $226,936   $4,835   $240   $600   $232,638 

 

The Company’s transfers between levels are recognized at the end of each reporting period. During the six months ended June 30, 2016, there were no transfers between levels.

 

The change in unrealized depreciation included in the consolidated statement of operations attributable to Level 3 investments still held at June 30, 2016 includes $5.2 million in unrealized depreciation on debt and other investments, $0.6 million in unrealized depreciation on warrant investments and $0.1 million in unrealized appreciation on equity investments.

 

31

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

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, 2015:

 

   Six Months Ended June 30, 2015 
  

Debt

Investments

  

Warrant

Investments

  

Equity

Investments

  

Other

Investments

   Total 
   (In thousands) 
Level 3 assets, beginning of period  $199,180   $3,966   $222   $300   $203,668 
Purchase of investments   71,933                71,933 
Warrants and equity received and classified as Level 3       480            480 
Principal payments received on investments   (36,465)           (112)   (36,577)
Net realized loss on investments       (230)           (230)
Unrealized (depreciation) appreciation included in earnings   (1,637)   355        112    (1,170)
Transfer out of Level 3       (15)           (15)
Other   (583)               (583)
Level 3 assets, end of period  $232,428   $4,556   $222   $300   $237,506 

 

The Company’s transfers between levels are recognized at the end of each reporting period. During the six months ended June 30, 2015, there were no transfers between Level 1 and Level 2. The transfer out of Level 3 relates to warrants held in two portfolio companies, with an aggregate fair value of $0.02 million, that were transferred into Level 2 upon the portfolio companies becoming public companies during the period.

 

The change in unrealized appreciation included in the consolidated statement of operations attributable to Level 3 investments still held at June 30, 2015 includes $1.5 million in unrealized depreciation for debt and other investments and $0.1 million in unrealized appreciation on warrants.

 

The Company discloses fair value information about financial instruments, whether or not recognized in the consolidated 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 for 2016 and 2015 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, 2016 and December 31, 2015, 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 debt investments and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

 

32

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

Note 6.  Borrowings

 

The following table shows the Company’s borrowings as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016   December 31, 2015 
   Total
Commitment
   Balance
Outstanding
   Unused
Commitment
   Total
Commitment
   Balance
Outstanding
   Unused
Commitment
 
           (In thousands)         
Asset-Backed Notes  $   $   $   $14,546   $14,546   $ 
Key Facility   95,000    68,000    27,000    70,000    68,000    2,000 
2019 Notes   33,000    33,000        33,000    33,000     
Total before debt issuance costs   128,000    101,000    27,000    117,546    115,546    2,000 
Unamortized debt issuance costs attributable to term borrowings       (498)           (592)    
Total borrowings outstanding, net  $128,000   $100,502   $27,000   $117,546   $114,954   $2,000 

 

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, 2016, the asset coverage for borrowed amounts was 252%.

 

On August 12, 2015, the Company amended the Key Facility to (1) add a $20 million commitment to the existing $50 million commitment and (2) extend the term of the Key Facility. On April 27, 2016, the Company added a $25 million commitment to the existing $70 million commitment. The Key Facility has an accordion feature which allows for an increase in the total loan commitment to $150 million from the current $95 million commitment. The Key Facility is collateralized by all debt investments and warrants held by Credit II and permits an advance rate of up to 50% of eligible debt investments 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 debt investments securing the Key Facility to certain criteria for qualified debt investments 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 August 12, 2020. The interest rate is based upon the one-month London Interbank Offered Rate (“LIBOR”), plus a spread of 3.25%, with a LIBOR floor of 0.75%. Based on a LIBOR rate of 0.47% and 0.43% on June 30, 2016 and December 31, 2015, respectively, the interest rate was 4.00% as of June 30, 2016 and December 31, 2015. The average rate for the three and six months ended June 30, 2016 and 2015 was 4.00%. As of June 30, 2016, the Company had borrowing capacity of $27.0 million, of which $21.0 million was available, subject to existing terms and advance rates. As of December 31, 2015, the Company had available borrowing capacity of $2.0 million, 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 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 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, 2016, 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”.

 

33

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

On June 28, 2013, the Company completed the 2013-1 Securitization. In connection with the 2013-1 Securitization, 2013-1 Trust, a wholly owned subsidiary of the Company, issued $90 million in the Asset-Backed Notes, which were rated A1(sf) by Moody’s Investors Service, Inc. The Asset-Backed Notes were issued by 2013-1 Trust and were backed by a pool of loans made to certain portfolio companies of the Company and secured by certain assets of such portfolio companies. The Asset-Backed Notes were secured obligations of 2013-1 Trust and non-recourse to the Company. In connection with the issuance and sale of the Asset-Backed Notes, the Company made customary representations, warranties and covenants. The Asset-Backed Notes bore interest at a fixed rate of 3.00% per annum and had a stated maturity of May 15, 2018. As of June 30, 2016 the Asset-Backed Notes were repaid in full.

 

Under the terms of the Asset-Backed Notes, the Company was 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 had segregated these funds and classified them as restricted investments in money market funds on the consolidated statements of assets and liabilities. The balance of restricted investments in money market funds was $1.1 million as of December 31, 2015.

 

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 $3.0 million and $10.0 million as of June 30, 2016 and December 31, 2015, respectively. 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. These commitments are often subject to financial or non-financial milestones and other conditions to borrow that must be achieved before the commitment can be drawn. In addition, the 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.

 

The following table provides the Company’s unfunded commitments by portfolio company as of June 30, 2016:

 

  

Principal

Balance

   Fair Value of
Unfunded
Commitment
Liability
 
   (In thousands) 
Control Scan, Inc.  $3,000   $35 
Total  $3,000   $35 

 

The table above also provides the fair value of the Company’s unfunded commitment liability as of June 30, 2016 totaling $0.04 million. The fair value at inception of the delay draw credit agreements is equal to the fees and/or warrants received to enter into these agreements, taking into account the remaining terms of the agreements and the counterparties’ credit profile. The unfunded commitment liability reflects the fair value of these future funding commitments and is included in the Company’s consolidated statement of assets and liabilities.

 

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.

 

34

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

The Company’s largest debt investments may vary from period to period as new debt investments are recorded and existing debt investments are repaid. The Company’s five largest debt investments represented 21% of total debt investments outstanding as of June 30, 2016 and December 31, 2015. No single debt investment represented more than 10% of the total debt investments as of June 30, 2016 and December 31, 2015. Investment income, consisting of interest and fees, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments accounted for 17% and 21% of total interest and fee income on investments for the three months ended June 30, 2016 and 2015, respectively. Interest income from the five largest debt investments accounted for 18% and 21% of total interest and fee income on investments for the six months ended June 30, 2016 and 2015, respectively.

 

Note 9. Distributions

 

The Company’s distributions are recorded on the declaration date. The following table summarizes the Company’s distribution activity for the six months ended June 30, 2016 and for the years ended December 31, 2015 and 2014:

 

Date

Declared

  Record Date  Payment Date 

Amount

Per Share

  

Cash

Distribution

  

DRIP
Shares

Issued

  

DRIP
Share

Value

 
   (In thousands, except share and per share data) 
Six Months Ended June 30, 2016                          
4/28/16  8/19/16  9/15/16  $0.115   $       $ 
4/28/16  7/20/16  8/15/16   0.115             
4/28/16  6/20/16  7/15/16   0.115    1,305    1,734    23 
3/3/16  5/19/16  6/15/16   0.115    1,305    1,898    23 
3/3/16  4/20/16  5/16/16   0.115    1,283    3,821    44 
3/3/16  3/18/16  4/15/16   0.115    1,306    1,840    21 
         $0.690   $5,199    9,293   $111 
  Year Ended December 31, 2015                          
10/30/15  2/22/16  3/15/16  $0.115   $1,309    1,606   $18 
10/30/15  1/21/16  2/17/16   0.115    1,308    1,931    18 
10/30/15  12/18/15  1/15/16   0.115    1,311    1,841    18 
7/29/15  11/19/15  12/15/15   0.115    1,317    1,687    20 
7/29/15  10/20/15  11/16/15   0.115    1,317    1,967    22 
7/29/15  9/18/15  10/15/15   0.115    1,315    2,418    24 
5/1/15  8/19/15  9/15/15   0.115    1,312    2,577    26 
5/1/15  7/20/15  8/14/15   0.115    1,312    2,420    27 
5/1/15  6/18/15  7/15/15   0.115    1,312    2,045    26 
3/6/15  5/20/15  6/15/15   0.115    1,311    2,036    28 
3/6/15  4/20/15  5/15/15   0.115    1,311    1,950    28 
3/6/15  3/20/15  4/15/15   0.115    1,095    877    12 
         $1.380   $15,530    23,355   $267 
  Year Ended December 31, 2014                          
10/31/14  2/19/15  3/16/15  $0.115   $1,096    751   $11 
10/31/14  1/20/15  2/13/15   0.115    1,094    956    12 
10/31/14  12/17/14  1/15/15   0.115    1,096    786    11 
8/1/14  11/19/14  12/15/14   0.115    1,093    1,099    15 
8/1/14  10/20/14  11/17/14   0.115    1,095    850    12 
8/1/14  9/18/14  10/15/14   0.115    1,095    901    12 
5/1/14  8/19/14  9/15/14   0.115    1,095    812    12 
5/1/14  7/21/14  8/15/14   0.115    1,080    2,042    29 
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    1,091    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 
         $1.380   $13,115    11,927   $164 

 

35

 

 

Horizon Technology Finance Corporation and Subsidiaries

 

Notes to Consolidated Financial Statements

 

On July 29, 2016, the Board declared three monthly distributions per share, payable as set forth in the following table.

 

Ex-Dividend Date  Record Date  Payment Date  Distributions Declared 
November 16, 2016  November 18, 2016  December 15, 2016  $0.115 
October 18, 2016  October 20, 2016  November 15, 2016  $0.115 
September 16, 2016  September 20, 2016  October 17, 2016  $0.115 

 

After paying distributions of $0.345 per share and earning $0.39 per share for the quarter, the Company’s undistributed spillover income as of June 30, 2016 was $0.19 per share. Spillover income includes any ordinary income and net capital gains from the preceding tax years that were not distributed during such tax years.

 

Note 10. Financial highlights

 

The following table shows financial highlights for the Company:

 

   Six Months Ended June 30, 
   2016   2015 
   (In thousands, except share and per share data) 
Per share data:          
Net asset value at beginning of period  $13.85   $14.36 
Net investment income   0.77    0.54 
Realized loss on investments   (0.25)   (0.02)
Unrealized depreciation on investments   (0.41)    
Net increase in net assets resulting from operations   0.11    0.52 
Net dilution from issuance of common stock       (0.18)
Distributions declared(1)   (0.69)   (0.69)
From net investment income   (0.69)   (0.69)
From net realized gain on investments        
Return of capital        
Other(2)       (0.02)
Net asset value at end of period  $13.27   $13.99 
Per share market value, beginning of period  $11.73   $13.99 
Per share market value, end of period  $12.20   $12.68 
Total return based on a market value(3)   9.9%   (4.4)%
Shares outstanding at end of period   11,548,149    11,635,480 
Ratios to average net assets:          
Expenses without incentive fees   9.5%(4)   8.8%(4)
Incentive fees   2.7%(4)   1.9%(4)
Net expenses   12.2%(4)   10.7%(4)
Net investment income with incentive fees   11.4%(4)   7.5%(4)
Ratios, without waivers, to average net assets:          
Expenses without incentive fees(5)   9.5%(4)   8.9%(4)
Incentive fees(5)   2.7%(4)   1.9%(4)
Net expenses(5)   12.2%(4)   10.8%(4)
Net investment income with incentive fees(5)   11.4%(4)   7.4%(4)
Net assets at the end of the period  $153,230   $162,802 
Average net asset value  $156,733   $155,354 
Average debt per share  $9.49   $7.05 
Portfolio turnover ratio   13.4%   35.6%

____________

 

(1) Distributions are determined based on taxable income calculated in accordance with income tax regulations, which may differ from amounts determined under GAAP due to (i) changes in unrealized appreciation and depreciation, (ii) temporary and permanent differences in income and expense recognition, and (iii) the amount of spillover income carried over from a given tax year for distribution in the following tax year. The final determination of taxable income for each tax year, as well as the tax attributes for distributions in such tax year, will be made after the close of the tax year.

(2) Includes the impact of the different share amounts as a result of calculating per share data based on the weighted average basic shares outstanding during the period and certain per share data based on the shares outstanding as of a period end or transaction date.
(3) The total return equals the change in the ending market value over the beginning of period price per share plus distributions paid per share during the period, divided by the beginning price.
(4) Annualized.
(5) During the six months ended June 30, 2015, the Advisor waived $0.1 million of base management fee.

 

36

 

 

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

 

In this quarterly report on Form 10-Q, except where the context suggests otherwise, the terms “we,” “us,” “our” and “Horizon Technology Finance” refer to Horizon Technology Finance Corporation and its consolidated subsidiaries. The information contained in this section should be read in conjunction with our consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q.

 

Forward-looking statements

 

This quarterly report on Form 10-Q, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements that constitute forward-looking statements, which relate to future events or our future performance or financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. The forward-looking statements contained in this quarterly report on Form 10-Q involve risks and uncertainties, including statements as to:

 

our future operating results, including the performance of our existing debt investments and warrants;
the introduction, withdrawal, success and timing of business initiatives and strategies;
changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in the value of our assets;
the relative and absolute investment performance and operations of our investment advisor, Horizon Technology Finance Management LLC, or the Advisor;
the impact of increased competition;
the impact of investments we intend to make and future acquisitions and divestitures;
the unfavorable resolution of legal proceedings;
our business prospects and the prospects of our portfolio companies;
the impact, extent and timing of technological changes and the adequacy of intellectual property protection;
our regulatory structure and tax status;
our ability to qualify and maintain qualification as a regulated investment company, or RIC, and as a business development company, or BDC;
the adequacy of our cash resources and working capital;
the timing of cash flows, if any, from the operations of our portfolio companies;
the impact of interest rate volatility on our results, particularly if we use leverage as part of our investment strategy;
the ability of our portfolio companies to achieve their objective;
the impact of legislative and regulatory actions and reforms and regulatory supervisory or enforcement actions of government agencies relating to us or our Advisor;
our contractual arrangements and relationships with third parties;
our ability to access capital and any future financings by us;
the ability of our Advisor to attract and retain highly talented professionals; and
the impact of changes to tax legislation and, generally, our tax position.

 

We use words such as “anticipates,” “believes,” “expects,” “intends,” “seeks” and similar expressions to identify forward-looking statements. Undue influence should not be placed on the forward looking statements as our actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors in “Risk Factors” and elsewhere in our annual report on Form 10-K for the year ended December 31, 2015, and elsewhere in this quarterly report on Form 10-Q.

 

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements in this quarterly report on Form 10-Q, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the U.S. Securities and Exchange Commission, or the SEC, including periodic reports on Form 10-Q and Form 10-K and current reports on Form 8-K.

 

37

 

 

Overview

 

We are a specialty finance company that lends to and invests in development-stage companies in the technology, life science, healthcare information and services and cleantech industries, which we refer to as our “Target Industries.” Our investment objective is to maximize our investment portfolio’s total return by generating current income from the debt investments we make and capital appreciation from the warrants we receive when making such debt investments. We are focused on making secured debt investments, which we refer to collectively as “Venture Loans,” to venture capital backed companies in our Target Industries, which we refer to as “Venture Lending.” We also selectively provide Venture Loans to publicly traded companies in our Target Industries. Our debt investments are typically secured by first liens or first liens behind a revolving line of credit, or Senior Term Loans. As of June 30, 2016, 97.7%, or $221.7 million, of our debt investment portfolio at fair value consisted of Senior Term Loans. Venture Lending is typically characterized by (1) the making of a secured debt investment after a venture capital or equity investment in the portfolio company has been made, which investment provides a source of cash to fund the portfolio company’s debt service obligations under the Venture Loan, (2) the senior priority of the Venture Loan which requires repayment of the Venture Loan prior to the equity investors realizing a return on their capital, (3) the relatively rapid amortization of the Venture Loan and (4) the lender’s receipt of warrants or other success fees with the making of the Venture Loan.

 

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a BDC, we are required to comply with regulatory requirements, including limitations on our use of debt. We are permitted to, and expect to, finance our investments through borrowings. However, as a BDC, we are only generally allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowing. The amount of leverage that we employ depends on our assessment of market conditions and other factors at the time of any proposed borrowing. As a RIC, we generally do not have to pay corporate-level federal income taxes on our investment company taxable income and our net capital gain that we distribute to our stockholders as long as we meet certain source-of-income, distribution, asset diversification and other requirements.

 

Compass Horizon Funding Company LLC, or Compass Horizon, our predecessor company, commenced operations in March 2008. We were formed in March 2010 for the purpose of acquiring Compass Horizon and continuing its business as a public entity.

 

Our investment activities, and our day-to-day operations, are managed by our Advisor and supervised by our board of directors, or the Board, of which a majority of the members are independent of us. Under an amended and restated investment management agreement, or the Investment Management Agreement, we have agreed to pay our Advisor a base management fee and an incentive fee for its advisory services to us. We have also entered into an administration agreement, or the Administration Agreement, with our Advisor under which we have agreed to reimburse our Advisor for our allocable portion of overhead and other expenses incurred by our Advisor in performing its obligations under the Administration Agreement.

 

Portfolio composition and investment activity

 

The following table shows our portfolio by type of investment as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016   December 31, 2015 
  

Number of

Investments

  

Fair

Value

  

Percentage
of Total

Portfolio

  

Number of

Investments

  

Fair

Value

  

Percentage
of Total

Portfolio

 
           (Dollars in thousands)         
Term loans   49   $226,963    97.3%   52   $242,167    96.8%
Warrants   80    5,026    2.1    83    6,645    2.6 
Other investments   2    600    0.3    1    300    0.1 
Equity   5    677    0.3    6    1,155    0.5 
Total       $233,266    100.0%       $250,267    100.0%

 

38

 

 

The following table shows total portfolio investment activity as of and for the three and six months ended June 30, 2016 and 2015:

 

   For the Three Months Ended
June 30,
   For the Six Months Ended
June 30,
 
   2016   2015   2016   2015 
       (In thousands)     
Beginning portfolio  $245,035   $204,300   $250,267   $205,101 
New debt investments   15,187    48,000    31,687    71,933 
Principal payments received on investments   (13,800)   (5,401)   (23,786)   (13,155)
Early pay-offs   (8,632)   (5,386)   (16,729)   (23,422)
Accretion of debt investment fees   379    264    741    604 
New debt investment fees   (230)   (515)   (519)   (701)
New equity   11        56     
Sale of investments   (99)       (935)    
Net realized loss on investments   (871)       (2,788)   (230)
Net unrealized (depreciation) appreciation on investments   (3,714)   (1,114)   (4,728)   18 
Ending portfolio  $233,266   $240,148   $233,266   $240,148 

 

We receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments may fluctuate significantly from period to period.

 

The following table shows our debt investments by industry sector as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016   December 31, 2015 
   Debt
Investments at
Fair Value
  

Percentage

of Total

Portfolio

   Debt
Investments at
Fair Value
  

Percentage

of Total

Portfolio

 
       (Dollars in thousands)     
Life Science                    
Biotechnology  $34,386    15.2%  $36,005    14.9%
Medical Device   16,198    7.2    22,472    9.2 
Technology                    
Communications   9,410    4.2    19,511    8.1 
Consumer-Related   19,108    8.4    18,268    7.5 
Internet and Media   7,922    3.5         
Materials   9,850    4.3    9,825    4.1 
Networking   3,464    1.5    693    0.3 
Power Management   2,463    1.1    2,456    1.0 
Semiconductors   16,627    7.3    18,237    7.5 
Software   59,487    26.2    59,664    24.6 
Cleantech                    
Alternative Energy   684    0.3    2,849    1.2 
Energy Efficiency   2,819    1.2    3,227    1.3 
Waste Recycling   5,942    2.6    5,936    2.5 
Healthcare Information and Services                    
Diagnostics   5,931    2.6    7,247    3.0 
Other   7,654    3.4    8,236    3.4 
Software   25,018    11.0    27,541    11.4 
Total  $226,963    100.0%  $242,167    100.0%

 

39

 

 

The largest debt investments in our portfolio may vary from year to year as new debt investments are originated and existing debt investments are repaid. Our five largest debt investments represented 21% of total debt investments outstanding as of June 30, 2016 and December 31, 2015. No single debt investment represented more than 10% of our total debt investments as of June 30, 2016 and December 31, 2015.

 

Debt investment asset quality

 

We use an internal credit rating system which rates each debt investment on a scale of 4 to 1, with 4 being the highest credit quality rating and 3 being the rating for a standard level of risk. A rating of 2 represents an increased level of risk and, while no loss is currently anticipated for a 2-rated debt investment, there is potential for future loss of principal. A rating of 1 represents a deteriorating credit quality and a high degree of risk of loss of principal. Our internal credit rating system is not a national credit rating system. As of June 30, 2016 and December 31, 2015, our debt investments had a weighted average credit rating of 3.1 and 3.0, respectively. The following table shows the classification of our debt investment portfolio by credit rating as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016   December 31, 2015 
  

Number of

Investments

   Debt
Investments
at Fair Value
  

Percentage

of Debt
Investments

  

Number of

Investments

   Debt
Investments
at Fair Value
  

Percentage

of Debt
Investments

 
           (Dollars in thousands)         
Credit Rating                              
4   11   $49,131    21.7%   7   $23,603    9.8%
3   30    150,629    66.4    37    199,185    82.2 
2   7    25,503    11.2    7    18,879    7.8 
1   1    1,700    0.7    1    500    0.2 
Total   49   $226,963    100.0%   52   $242,167    100.0%

 

As of June 30, 2016, there was one debt investment with an internal credit rating of 1, with a cost of $6.3 million and a fair value of $1.7 million. As of December 31, 2015, there was one debt investment with an internal credit rating of 1, with a cost of $2.7 million and a fair value of $0.5 million.

 

Consolidated results of operations

 

As a BDC and a RIC, we are subject to certain constraints on our operations, including limitations imposed by the 1940 Act and the Code. The consolidated results of operations described below may not be indicative of the results we report in future periods.

 

Comparison of the three months ended June 30, 2016 and 2015

 

The following table shows consolidated results of operations for the three months ended June 30, 2016 and 2015:

 

   For the Three Months Ended 
   June 30, 
   2016   2015 
   (In thousands) 
Total investment income  $9,092   $6,857 
Total net expenses   4,665    3,959 
Net investment income before excise tax   4,427    2,898 
(Credit) provision for excise tax   (85)   10 
Net investment income   4,512    2,888 
Net realized loss on investments   (876)   (29)
Net unrealized depreciation on investments   (3,714)   (1,114)
Net (decrease) increase in net assets resulting from operations  $(78)  $1,745 
Average debt investments, at fair value  $234,186   $209,861 
Average borrowings outstanding  $107,067   $73,057 

 

40

 

 

Net increase in net assets resulting from operations can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.

 

Investment income

 

Total investment income increased by $2.2 million, or 32.6%, to $9.1 million for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015. For the three months ended June 30, 2016, total investment income consisted primarily of $8.8 million in interest income from investments, which included $2.7 million in income from the accretion of origination fees and end-of-term payments, or ETPs, and $0.3 million in income from fees. Interest income on investments increased by $2.2 million, or 33.1%, for the three months ended June 30, 2016 compared the three months ended June 30, 2015. Interest income on investments increased primarily due to an increase of $24.3 million, or 11.6%, in the average size of our investment portfolio along with a higher yield earned during the three months ended June 30, 2016. Other income, which includes prepayment fee income and fee income on debt investments, remained flat at $0.3 million. For the three months ended June 30, 2015, total investment income consisted primarily of $6.6 million in interest income from investments, which included $1.0 million in income from the accretion of origination fees and ETPs and $0.3 million in fee income.

 

For the three months ended June 30, 2016 and 2015, our dollar-weighted annualized yield on average debt investments was 15.5% and 13.1%, respectively. We calculate the yield on dollar-weighted average debt investments for any period measured as (1) total investment income during the period divided by (2) the average of the fair value of debt investments outstanding on (a) the last day of the calendar month immediately preceding the first day of the period and (b) the last day of each calendar month during the period. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.

 

Investment income, consisting of interest income and fees on debt investments, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments in the aggregate accounted for 17% and 21% of investment income for the three months ended June 30, 2016 and 2015, respectively.

 

Expenses

 

Total net expenses increased by $0.7 million, or 17.8%, to $4.7 million for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.

 

Interest expense increased by $0.2 million, or 19.7%, to $1.5 million for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015. Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in average borrowings of $34.0 million, or 46.6%, offset by a decrease in our effective cost of debt for the three months ended June 30, 2016.

 

Base management fee expense increased by $0.2 million, or 15.6%, to $1.2 million for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015, after giving effect to a waiver of $0.1 million for the three months ended June 30, 2015, primarily due to an increase of $24.3 million, or 11.6%, in the average size of our investment portfolio.

 

Performance based incentive fee expense increased by $0.3 million, or 42.2%, to $1.0 million for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015. Performance based incentive fee expense increased due to higher pre-incentive fee net investment income.

 

Professional fees and general and administrative expenses primarily include legal and audit fees and insurance premiums. These expenses, in the aggregate, remained flat for the three months ended June 30, 2016 as compared to the three months ended June 30, 2015.

 

Net realized gains and losses and net unrealized appreciation and depreciation

 

Realized gains or losses on investments are measured by the difference between the net proceeds from the repayment or sale and the cost basis of our investments without regard to unrealized appreciation or depreciation previously recognized. Realized gains or losses on investments include investments charged off during the period, net of recoveries. The net change in unrealized appreciation or depreciation on investments primarily reflects the change in portfolio investment fair values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

 

41

 

 

During the three months ended June 30, 2016, we realized net losses totaling $0.9 million primarily due to the resolution of one debt investment. The debt investment was settled for cash proceeds which resulted in a realized loss of $1.0 million and unrealized appreciation of $0.7 million. During the three months ended June 30, 2015, we realized net losses totaling $0.03 million.

 

During the three months ended June 30, 2016, net unrealized depreciation on investments totaled $3.7 million which was primarily due to the unrealized depreciation on one debt investment offset by the reversal of previously recorded unrealized depreciation on one debt investment that was settled in the period, as described above. During the three months ended June 30, 2015, net unrealized depreciation on investments totaled $1.1 million which was primarily due to the unrealized depreciation on one debt investment partially offset by changes in fair values of our investment portfolio.

 

Comparison of the six months ended June 30, 2016 and 2015

 

The following table shows consolidated results of operations for the six months ended June 30, 2016 and 2015:

 

   For the Six Months Ended 
   June 30, 
   2016   2015 
   (In thousands) 
Total investment income  $18,389   $14,123 
Total net expenses   9,565    8,272 
Net investment income before excise tax   8,824    5,851 
(Credit) provision for excise tax   (85)   20 
Net investment income   8,909    5,831 
Net realized loss on investments   (2,862)   (259)
Net unrealized (depreciation) appreciation on investments   (4,728)   18 
Net increase in net assets resulting from operations  $1,319   $5,590 
Average debt investments, at fair value  $237,174   $202,188 
Average borrowings outstanding  $109,551   $75,648 

 

Net increase in net assets resulting from operations can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation on investments. As a result, quarterly comparisons of net increase in net assets resulting from operations may not be meaningful.

 

Investment income

 

Total investment income increased by $4.3 million, or 30.2%, to $18.4 million for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015. For the six months ended June 30, 2016, total investment income consisted primarily of $17.8 million in interest income from investments, which included $5.2 million in income from the accretion of origination fees and ETPs and $0.6 million in income from fees. Interest income on investments increased by $4.6 million, or 35.2%, for the six months ended June 30, 2016 compared the six months ended June 30, 2015. Interest income on investments increased primarily due to an increase of $35.0 million, or 17.3%, in the average size of our investment portfolio along with a higher yield earned during the six months ended June 30, 2016. Other income, which includes prepayment fee income and fee income on debt investments, decreased by $0.4 million, or 37.7%, primarily due to four prepayments during the six months ended June 30, 2016 compared to six prepayments during the six months ended June 30, 2015. For the six months ended June 30, 2015, total investment income consisted primarily of $13.2 million in interest income from investments, which included $2.2 million in income from the accretion of origination fees and ETPs and $1.0 million in fee income.

 

42

 

 

For the six months ended June 30, 2016 and 2015, our dollar-weighted annualized yield on average debt investments was 15.5% and 14.0%, respectively. We calculate the yield on dollar-weighted average debt investments for any period measured as (1) total investment income during the period divided by (2) the average of the fair value of debt investments outstanding on (a) the last day of the calendar month immediately preceding the first day of the period and (b) the last day of each calendar month during the period. The dollar-weighted annualized yield represents the portfolio yield and will be higher than what investors will realize because it does not reflect our expenses or any sales load paid by investors.

 

Investment income, consisting of interest income and fees on debt investments, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments in the aggregate accounted for 18% and 21% of investment income for the six months ended June 30, 2016 and 2015, respectively.

 

Expenses

 

Total net expenses increased by $1.3 million, or 15.6%, to $9.6 million for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015. Total expenses for each period consisted of interest expense, base management fee, incentive and administrative fees, professional fees and general and administrative expenses.

 

Interest expense increased by $0.2 million, or 6.9%, to $3.0 million for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015. Interest expense, which includes the amortization of debt issuance costs, increased primarily due to an increase in average borrowings of $33.9 million, or 44.8%, for the six months ended June 30, 2016, offset by a decrease in our effective cost of debt.

 

Base management fee expense increased by $0.4 million, or 20.0%, to $2.5 million for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015, after giving effect to a waiver of $0.1 million for the six months ended June 30, 2015, primarily due to an increase of $35.0 million, or 17.3%, in the average size of our investment portfolio.

 

Performance based incentive fee expense increased by $0.7 million, or 45.8%, to $2.1 million for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015. Performance based incentive fee expense increased due to higher pre-incentive fee net investment income.

 

Professional fees and general and administrative expenses primarily include legal and audit fees and insurance premiums. These expenses, in the aggregate, remained flat for the six months ended June 30, 2016 as compared to the six months ended June 30, 2015.

 

Net realized gains and losses and net unrealized appreciation and depreciation

 

Realized gains or losses on investments are measured by the difference between the net proceeds from the repayment or sale and the cost basis of our investments without regard to unrealized appreciation or depreciation previously recognized. Realized gains or losses on investments include investments charged off during the period, net of recoveries. The net change in unrealized appreciation or depreciation on investments primarily reflects the change in portfolio investment fair values during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

 

During the six months ended June 30, 2016, we realized net losses totaling $2.9 million primarily due to the resolution of two debt investments partially offset by realized gains on the sale of equity received upon the exercise of warrants. One debt investment was settled for net cash proceeds of $0.1 million and a royalty and sale agreement fair valued at $0.4 million, which resulted in a realized loss and unrealized appreciation of $2.2 million. The other debt investment was settled for cash proceeds which resulted in a realized loss of $1.0 million and unrealized appreciation of $0.7 million. During the six months ended June 30, 2015, we realized net losses totaling $0.3 million primarily due to the write-off of warrants in two of our portfolio companies.

 

During the six months ended June 30, 2016, net unrealized depreciation on investments totaled $4.7 million which was primarily due to the unrealized depreciation on one debt investment. During the six months ended June 30, 2015, net unrealized appreciation on investments totaled $0.02 million which was primarily due to changes in fair values of our investment portfolio partially offset by the unrealized depreciation on one debt investment.

 

43

 

 

Liquidity and capital resources

 

As of June 30, 2016 and December 31, 2015, we had cash and investments in money market funds of $16.3 million and $21.1 million, respectively. Cash and investments in money market funds are available to fund new investments, reduce borrowings, pay expenses, repurchase common stock and pay distributions. In addition, as of December 31, 2015, we had $1.1 million of restricted investments in money market funds. Restricted investments in money market funds were primarily used to make monthly interest and principal payments on our asset-backed notes, or the Asset-Backed Notes. Our primary sources of capital have been from our public and private equity offerings, use of our revolving credit facilities and issuance of our 7.375% notes due 2019, or the 2019 Notes, and the Asset-Backed Notes.

 

On March 24, 2015, we completed a public offering of 2.0 million shares of common stock for net proceeds of $26.5 million, after deducting underwriting commission and discounts and other offering expenses. We generally used the net proceeds from this offering to make investments, to repurchase or pay down liabilities and for general corporate purposes.

 

On September 28, 2015, our Board authorized a stock repurchase program which allows us to repurchase up to $5.0 million of our common stock at prices below our net asset value per share as reported in our most recent consolidated financial statements. Under the repurchase program, we may, but are not obligated to, repurchase shares of our outstanding common stock in the open market or in privately negotiated transactions from time to time. Any repurchases by us will comply with the requirements of Rule 10b-18 under the Exchange Act and any applicable requirements of the 1940 Act. Unless extended by our Board, the repurchase program will terminate on the earlier of September 30, 2016 or the repurchase of $5.0 million of our common stock. During the three and six months ended June 30, 2016, we did not complete any repurchases of its common stock. Since the inception of the stock repurchase program, we have repurchased 113,382 shares of our common stock at an average price of $11.53 on the open market at a total cost of $1.3 million. On July 29, 2016, the Board extended the stock repurchase program until the earlier of June 30, 2017 or the repurchase of $5.0 million of our common stock.

 

At June 30, 2016 and December 31, 2015, the outstanding principal balance under our revolving credit facility, or the Key Facility, with KeyBank National Association, or Key, was $68.0 million. At June 30, 2016, we had borrowing capacity under the Key Facility of $27.0 million, of which $21.0 million was available, subject to existing terms and advance rates. At December 31, 2015, we had available borrowing capacity under the Key Facility of $2.0 million, subject to existing terms and advance rates.

 

Our operating activities provided cash of $18.1 million for the six months ended June 30, 2016, and our financing activities used cash of $22.6 million for the same period. Our operating activities provided cash primarily from principal payments received on our debt investments partially offset by investments made in portfolio companies. Our financing activities used cash primarily to pay off our Asset-Backed Notes and pay distributions to our stockholders.

 

Our operating activities used cash of $28.6 million for the six months ended June 30, 2015, and our financing activities provided cash of $31.5 million for the same period. Our operating activities used cash primarily for investments made in portfolio companies, partially offset by principal payments received on our debt investments. Our financing activities provided cash primarily from the completion of a public offering of 2.0 million shares of common stock for net proceeds of $26.5 million, after deducting underwriting commission and discounts and other offering expenses, and advances on our Key Facility of $26.0 million, which was partially offset by cash used to pay down our Asset-Backed Notes and pay distributions to our stockholders.

 

Our primary use of available funds is to make debt investments in portfolio companies and for general corporate purposes. We expect to raise additional equity and debt capital opportunistically as needed and, subject to market conditions, to support our future growth to the extent permitted by the 1940 Act.

 

In order to satisfy the Code requirements applicable to a RIC, we intend to distribute to our stockholders all or substantially all of our investment company taxable income. In addition, as a BDC, we are required to maintain asset coverage of at least 200%. This requirement limits the amount that we may borrow.

 

We believe that our current cash, cash generated from operations, and funds available from our Key Facility will be sufficient to meet our working capital and capital expenditure commitments for at least the next 12 months.

 

44

 

 

Current borrowings

 

The following table shows our borrowings as of June 30, 2016 and December 31, 2015:

 

   June 30, 2016   December 31, 2015 
   Total
Commitment
   Balance
Outstanding
   Unused
Commitment
   Total
Commitment
   Balance
Outstanding
   Unused
Commitment
 
           (In thousands)         
Asset-Backed Notes  $   $   $   $14,546   $14,546   $ 
Key Facility   95,000    68,000    27,000    70,000    68,000    2,000 
2019 Notes   33,000    33,000        33,000    33,000     
Total before debt issuance costs   128,000    101,000    27,000    117,546    115,546    2,000 
Unamortized debt issuance costs attributable to term borrowings       (498)           (592)    
Total borrowings outstanding, net  $128,000   $100,502   $27,000   $117,546   $114,954   $2,000 

 

On August 12, 2015, we amended the Key Facility to (1) add a $20 million commitment to the existing $50 million commitment and (2) extend the term of the Key Facility. On April 27, 2016, we further increased the size of the Key Facility from $70 million to $95 million by adding a $25 million commitment from MUFG Union Bank, N.A. The interest rate on the Key Facility 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%. Based on a LIBOR rate of 0.47% and 0.43% on June 30, 2016 and December 31, 2015, respectively, the interest rate was 4.00% as of June 30, 2016 and December 31, 2015.

 

The Key Facility has an accordion feature which allows for an increase in the total loan commitment to $150 million. The Key Facility is collateralized by debt investments held by Credit II and permits an advance rate of up to fifty percent (50%) of eligible debt investments held by Credit II. The Key Facility contains covenants that, among other things, require us to maintain a minimum net worth, to restrict the debt investments securing the Key Facility to certain criteria for qualified debt investments and to comply with portfolio company concentration limits as defined in the related loan agreement. We may request advances under the Key Facility through August 12, 2018, or the Revolving Period. After the Revolving Period, we may not request new advances, and we must repay the outstanding advances under the Key Facility as of such date, at such times and in such amounts as are necessary to maintain compliance with the terms and conditions of the Key Facility, particularly the condition that the principal balance of the Key Facility not exceed fifty percent (50%) of the aggregate principal balance of our eligible debt investments to our portfolio companies. All outstanding advances under the Key Facility are due and payable on August 12, 2020.

 

On March 23, 2012, we issued and sold an aggregate principal amount of $30 million 2019 Notes, and on April 18, 2012, pursuant to the underwriters’ 30-day option to purchase additional notes, we sold an additional $3 million of the 2019 Notes. The 2019 Notes will mature on March 15, 2019 and may be redeemed in whole or in part at our option at any time or from time to time 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 our direct, unsecured obligations and (1) rank equally in right of payment with our future unsecured indebtedness; (2) are senior in right of payment to any of our future indebtedness that expressly provides it is subordinated to the 2019 Notes; (3) are effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness and (4) are structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries. As of June 30, 2016, we were 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”.

 

45

 

 

On June 28, 2013, we completed the 2013-1 Securitization. In connection with the 2013-1 Securitization, 2013-1 Trust, a wholly owned subsidiary of ours, issued $90 million in the Asset-Backed Notes, which were rated A1(sf) by Moody’s Investors Service, Inc. The Asset-Backed Notes were issued by 2013-1 Trust and were backed by a pool of loans made to certain portfolio companies of ours and secured by certain assets of such portfolio companies. The Asset-Backed Notes were secured obligations of 2013-1 Trust and non-recourse to us. In connection with the issuance and sale of the Asset-Backed Notes, we made customary representations, warranties and covenants. The Asset-Backed Notes bore interest at a fixed rate of 3.00% per annum and had a stated maturity of May 15, 2018. As of June 30, 2016 the Asset-Backed Notes were repaid in full.

 

Under the terms of the Asset-Backed Notes, we were 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.

 

As of June 30, 2016 and December 31, 2015, other assets were $2.3 million and $2.2 million, respectively, which were primarily comprised of debt issuance costs and prepaid expenses.

 

Contractual obligations and off-balance sheet arrangements

 

The following table shows our significant contractual payment obligations and off-balance sheet arrangements as of June 30, 2016:

 

   Payments due by period 
   Total  

Less than

1 year

  

1 – 3

Years

  

3 – 5

Years

  

After 5

years

 
   (In thousands) 
Borrowings  $101,000   $15,067   $84,775   $1,158   $ 
Unfunded commitments   3,000    3,000             
Total  $104,000   $18,067   $84,775   $1,158   $ 

 

In the normal course of business, we are party to financial instruments with off-balance sheet risk. These consist primarily of unfunded commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded commitments to provide funds to portfolio companies are not reflected on our balance sheet. Our unfunded commitments may be significant from time to time. As of June 30, 2016, we had unfunded commitments of $3.0 million. These commitments are subject to the same underwriting and ongoing portfolio maintenance requirements as are the financial instruments that we hold on our balance sheet. In addition, these commitments are often subject to financial or non-financial milestones and other conditions to borrowing that must be achieved before the commitment can be drawn. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. We regularly monitor our unfunded commitments and anticipated refinancings, maturities and capital raising, to ensure that we have sufficient liquidity to fund such unfunded commitments. As of June 30, 2016, we reasonably believed that our assets would provide adequate financial resources to satisfy all of our unfunded commitments.

 

In addition to the Key Facility, we have certain commitments pursuant to our Investment Management Agreement entered into with our Advisor. We have agreed to pay a fee for investment advisory and management services consisting of two components (1) a base management fee equal to a percentage of the value of our gross assets less cash or cash equivalents, and (2) a two-part incentive fee. We have also entered into a contract with our Advisor to serve as our administrator. Payments under the Administration Agreement are equal to an amount based upon our allocable portion of our Advisor’s overhead in performing its obligations under the agreement, including rent, fees and other expenses inclusive of our allocable portion of the compensation of our Chief Financial Officer and Chief Compliance Officer and their respective staffs. See Note 3 to our consolidated financial statements for additional information regarding our Investment Management Agreement and our Administration Agreement.

 

Distributions

 

In order to qualify and be subject to tax as a RIC, we must meet certain source-of-income, asset diversification and annual distribution requirements. Generally, in order to qualify as a RIC, we must derive at least 90% of our gross income for each tax year from dividends, interest, payments with respect to certain securities, loans, gains from the sale or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in stock or other securities. We must also meet certain asset diversification requirements at the end of each quarter of each tax year. Failure to meet these diversification requirements on the last day of a quarter may result in us having to dispose of certain investments quickly in order to prevent the loss of RIC status. Any such dispositions could be made at disadvantageous prices or times, and may cause us to incur substantial losses.

 

46

 

 

In addition, in order to be eligible for the special tax treatment accorded to RICs and to avoid corporate level tax on the income and gains we distribute to our stockholders in any tax year, we are required under the Code to annually distribute as dividends to our stockholders out of assets legally available for distribution an amount generally at least equal to 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any. Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously paid no U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. Such a failure would have a material adverse effect on us and our stockholders. In addition, we could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions in order to re-qualify as a RIC. We cannot assure stockholders that they will receive any distributions.

 

To the extent our taxable earnings for a fiscal year fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.

 

We have adopted an “opt out” dividend reinvestment plan, or DRIP, for our common stockholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our DRIP. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes, stockholders participating in our DRIP will not receive any corresponding cash distributions with which to pay any such applicable taxes. If our common stock is trading above net asset value, a stockholder receiving distributions in the form of additional shares of our common stock will be treated as receiving a distribution of an amount equal to the fair market value of such shares of our common stock. We may use newly issued shares to implement the DRIP, or we may purchase shares in the open market in connection with our obligations under the DRIP.

 

Related party transactions

 

We have entered into the Investment Management Agreement with the Advisor. The Advisor is registered as an investment adviser under the Advisers Act. Our investment activities are managed by the Advisor and supervised by the Board, the majority of whom are independent directors. Under the Investment Management Agreement, we have agreed to pay the Advisor a base management fee as well as an incentive fee. During the three months ended June 30, 2016 and 2015, we paid the Advisor $2.3 million and $1.8 million, respectively, pursuant to the Investment Management Agreement. During the six months ended June 30, 2016 and 2015, we paid the Advisor $4.7 million and $3.6 million, respectively, pursuant to the Investment Management Agreement.

 

Our Advisor is 60% owned by HTF Holdings LLC, which is 100% owned by Horizon Technology Finance, LLC. By virtue of their ownership interest in Horizon Technology Finance, LLC, our Chief Executive Officer, Robert D. Pomeroy, Jr. and our President, Gerald A. Michaud, may be deemed to control our Advisor.

 

We have also entered into the Administration Agreement with the Administrator. Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including rent and our allocable portion of the costs of compensation and related expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs. In addition, pursuant to the terms of the Administration Agreement the Administrator provides us with the office facilities and administrative services necessary to conduct our day-to-day operations. During the three months ended June 30, 2016 and 2015, we paid the Advisor $0.3 million pursuant to the Administration Agreement. During the six months ended June 30, 2016 and 2015, we paid the Advisor $0.6 million pursuant to the Administration Agreement.

 

47

 

 

The predecessor of the Advisor has granted the Company a non-exclusive, royalty-free license to use the name “Horizon Technology Finance.”

 

We believe that we derive substantial benefits from our relationship with our Advisor. Our Advisor may manage other investment vehicles, or “Advisor Funds,” with the same investment strategy as us. The Advisor may provide us an opportunity to co-invest with the Advisor Funds. Under the 1940 Act, absent receipt of exemptive relief from the SEC, we and our affiliates are precluded from co-investing in such investments. Accordingly, we may apply for exemptive relief which would permit us to co-invest subject to certain conditions, including, without limitation, approval of such investments by both a majority of our directors who have no financial interest in such transaction and a majority of directors who are not interested persons of us as defined in the 1940 Act.

 

Critical accounting policies

 

The discussion of our financial condition and results of operation is based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we describe our significant accounting policies in the notes to our consolidated financial statements.

 

We have identified the following items as critical accounting policies.

 

Valuation of investments

 

Investments are recorded at fair value. Our Board determines the fair value of our portfolio investments. We apply fair value to substantially all of our investments in accordance with GAAP, which establishes a framework used to measure fair value and requires disclosures for fair value measurements. We have categorized our investments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. 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, our 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. 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.

 

Our Board determines the fair value of investments in good faith, based on the input of management, the audit committee and independent valuation firms that have been engaged at the direction of our Board to assist in the valuation of each portfolio investment without a readily available market quotation at least once during a trailing twelve-month period under our valuation policy and a consistently applied valuation process. The Board conducts this valuation process at the end of each fiscal quarter, with 25% (based on fair value) of our valuation of portfolio companies that do not have a readily available market quotations subject to review by an independent valuation firm.

 

48

 

 

Income recognition

 

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 debt investment becomes 90 days or more past due, or if we otherwise do not expect to receive interest and principal repayments, the debt investment is placed on non-accrual status and the recognition of interest income may be discontinued. Interest payments received on non-accrual debt investments may be recognized as income, on a cash basis, or applied to principal depending upon management’s judgment at the time the debt investment is placed on non-accrual status. For the three and six months ended June 30, 2015, we recognized as interest income interest payments of $0.05 million and $0.1 million, respectively, received from one portfolio company whose debt investment was on non-accrual status.

 

We receive a variety of fees from borrowers in the ordinary course of conducting our business, including advisory fees, commitment fees, amendment fees, non-utilization fees, success fees and prepayment fees. In a limited number of cases, we may also receive a non-refundable deposit earned upon the termination of a transaction. Debt investment 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 debt investment. All other income is recorded into income when earned. Fees for counterparty debt investment commitments with multiple debt investments are allocated to each debt investment based upon each debt investment’s relative fair value. When a debt investment is placed on non-accrual status, the amortization of the related fees and unearned income is discontinued until the debt investment is returned to accrual status.

 

Certain debt investment agreements also require the borrower to make an ETP that is accrued into income over the life of the debt investment to the extent such amounts are expected to be collected. We will generally cease accruing the income if there is insufficient value to support the accrual or if we do not expect the borrower to be able to pay all principal and interest due.

 

In connection with substantially all lending arrangements, we receive warrants to purchase shares of stock from the borrower. We record the warrants as assets at estimated fair value on the grant date using the Black-Scholes valuation model. We consider the warrants as loan fees and record them as unearned income on the grant date. The unearned income is recognized as interest income over the contractual life of the related debt investment in accordance with our income recognition policy. Subsequent to origination, the warrants are also measured at fair value using the Black-Scholes valuation model. Any adjustment to fair value is recorded through earnings as net unrealized gain or loss on investments. Gains and losses from the disposition of the warrants or stock acquired from the exercise of warrants are recognized as realized gains and losses 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. We measure 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 our portfolio investments during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.

 

Income taxes

 

We have elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify as a RIC and to avoid corporate-level U.S. federal income tax on the income distributed to stockholders, among other things, we are required to meet certain source of income and asset diversification requirements, and we must timely distribute dividends to our stockholders out of assets legally available for distribution of an amount generally at least equal to 90% of our investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. We, among other things, have made and intend to continue to make the requisite distributions to our stockholders, which will generally relieve us from U.S. federal income taxes.

 

49

 

 

Depending on the level of taxable income earned in a tax year, we may choose to carry forward taxable income in excess of current year distributions into the next tax year and pay a 4% excise tax on such income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year distributions, we will accrue excise tax, if any, on estimated excess taxable income as taxable income is earned.

 

We evaluate tax positions taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority in accordance with Topic 740, as modified by Topic 946, of the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, as amended. Tax benefits of positions not deemed to meet the more-likely-than-not threshold, or uncertain tax positions, are recorded as a tax expense in the current year. It is our policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. We had no material uncertain tax positions at June 30, 2016 and December 31, 2015.

 

Recently adopted accounting pronouncement

 

In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03, as clarified by ASU 2015-15, Interest—Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, or ASU 2015-15, containing guidance that requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, instead of being recorded as a separate asset. ASU 2015-15 allows an entity to defer and present debt issuance costs for line-of-credit arrangements as an asset and subsequently amortize these deferred costs over the term of the line-of-credit arrangement. We have adopted ASU 2015-03, as clarified by ASU 2015-15, which did not have a material impact on our consolidated financial statements other than corresponding reductions to total assets and total liabilities on the consolidated statements of assets and liabilities. Prior to adoption, we recorded debt issuance costs in other assets as an asset on the consolidated statements of assets and liabilities. Upon adoption, we reclassified these costs as unamortized debt issuance costs that reduce debt in the liabilities on the consolidated statements of assets and liabilities and retrospectively reclassified the debt issuance costs that were previously presented in other assets as an asset as of December 31, 2015.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

 

We are subject to financial market risks, including changes in interest rates. During the periods covered by our financial statements, the interest rates on the debt investments within our portfolio were primarily at floating rates.
We expect that our debt investments in the future will primarily have floating interest rates. As of June 30, 2016 and December 31, 2015, 96% and 93%, respectively, of the outstanding principal amount of our debt investments bore interest at floating rates. The initial commitments to lend to our portfolio companies are usually based on a floating LIBOR index.

 

Based on our June 30, 2016 consolidated statement of assets and liabilities (without adjustment for potential changes in the credit market, credit quality, size and composition of assets on the consolidated statement of assets and liabilities or other business developments that could affect net income), the following table shows the annual impact on the change in net assets resulting from operations of changes in interest rates, which assumes no changes in our investments and borrowings:

 

   Interest
Income
   Interest
Expense
   Change in
Net Assets(1)
 
Change in basis points  (In thousands) 
Up 300 basis points  $5,224   $1,875   $3,349 
Up 200 basis points  $3,736   $1,186   $2,550 
Up 100 basis points  $1,893   $496   $1,397 
Down 300 basis points  $(386)  $   $(386)
Down 200 basis points  $(326)  $   $(326)
Down 100 basis points  $(266)  $   $(266)

 

(1) Excludes the impact of incentive fees based on pre-incentive fee net investment income.

 

50

 

 

While our 2019 Notes bear interest at a fixed rate, our Key Facility has a floating interest rate provision, subject to a floor of 0.75%, based on a LIBOR index which resets daily, and any other credit facilities into which we enter in the future may have floating interest rate provisions. We have used hedging instruments in the past to protect us against interest rate fluctuations, and we may use them in the future. Such instruments may include caps, swaps, futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

 

Because we currently fund, and expect to continue to fund, our investments with borrowings, our net income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest the funds borrowed. Accordingly, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income.

 

Item 4.  Controls and Procedures

 

(a) Evaluation of disclosure controls and procedures

 

As of June 30, 2016, we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

 

(b) Changes in internal controls over financial reporting.

 

There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

51

 

 

PART II

 

Item 1: Legal Proceedings.

 

Neither we nor our Advisor is currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us or against our Advisor.

 

Item 1A: Risk Factors.

 

In addition to other information set forth in this report, you should carefully consider the “Risk Factors” discussed in our annual report on Form 10-K for the year ended December 31, 2015, which could materially affect our business, financial condition and/or operating results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results. There have been no material changes during the six months ended June 30, 2016 to the risk factors set forth in “Item 1A. Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2015.

 

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

 

None.

 

Item 3: Defaults Upon Senior Securities.

 

None.

 

Item 4: Mine Safety Disclosures.

 

Not applicable

 

Item 5: Other Information.

 

None.

 

Item 6: Exhibits.

 

EXHIBIT INDEX

 

Exhibit
No.
  Description
10.1   Joinder Agreement, dated April 27, 2016, by and among MUFG Union Bank, N.A., as lender, KeyBank National Association as agent, Horizon Credit II, as borrower, and the Company, as servicer (Incorporated by reference to Exhibit (k)(11) to the Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form N-2, File No. 333-201886, filed on June 10, 2016)
31.1*   Certifications by Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certifications by Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

____________

* Filed herewith

 

52

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Horizon Technology Finance Corporation
     
Date: August 2, 2016 By: /s/  Robert D. Pomeroy, Jr.
    Name:  Robert D. Pomeroy, Jr.
    Title:    Chief Executive Officer and Chairman of  the Board
     
Date: August 2, 2016 By: /s/  Christopher M. Mathieu
    Name:  Christopher M. Mathieu
    Title:    Chief Financial Officer

 

53