Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. 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 December 31, 2020 and 2019, 100% and 99%, 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 or the Prime Rate as published in the Wall Street Journal.
Based on our December 31, 2020 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) and the base index rates at December 31, 2020, 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:
Investment
Interest
Change in Net
Change in basis points
Income
Expense
Assets (1)
(In thousands)
Up 300 basis points
$
5,685
$
610
$
5,075
Up 200 basis points
$
2,670
$
326
$
2,344
Up 100 basis points
$
1,046
$
43
$
1,003
Down 300 basis points
$
—
$
—
$
—
Down 200 basis points
$
—
$
—
$
—
Down 100 basis points
$
—
$
—
$
—
(1) Excludes the impact of incentive fees based on pre-incentive fee net investment income.
While our 2022 Notes and our Asset-Backed Notes bear interest at a fixed rate, our Credit Facilities have a floating interest rate provision. The Key Facility is subject to a floor of 1.00% per annum, based on a LIBOR index which resets monthly and the NYL Facility is based on the three year USD mid-market swap rate plus a margin of between 3.55% and 5.15% with an interest rate floor, depending on the rating of such notes at the time of issuance. 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. Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company may cause the Investment Adviser to fall within the definition of “commodity pool operator”
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under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (the “CFTC”) regulations. On January 31, 2020, the Investment Adviser claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.
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 could increase, which would reduce our net investment income.
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Item 8. Consolidated Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page
Management’s Report on Internal Control over Financial Reporting
92
Report of Independent Registered Public Accounting Firm
93
Consolidated Statements of Assets and Liabilities as of December 31, 2020 and 2019
95
Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018
96
Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2020, 2019 and 2018
97
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
98
Consolidated Schedules of Investments as of December 31, 2020 and 2019
99
Notes to the Consolidated Financial Statements
111
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Management’s Report on Internal Control over Financial Reporting
Management of Horizon Technology Finance Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting. The Company’s internal control system is a process designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements.
The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions recorded necessary to permit the preparation of financial statements in accordance with U.S. generally accepted accounting principles. The Company’s policies and procedures also provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company, and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework issued in 2013. Based on the assessment, management believes that, as of December 31, 2020, the Company’s internal control over financial reporting is effective based on those criteria.
Pursuant to rules established by the SEC, this annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Horizon Technology Finance Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of assets and liabilities of Horizon Technology Finance Corporation and its subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2020 and 2019, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2020 and 2019, by correspondence with the custodian and/or brokers or the underlying investee. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Level 3 investments
The fair value of the Company’s Level 3 investments was $350.0 million as of December 31, 2020. As described in Notes 2 and 6 to the consolidated financial statements, there is not a readily available market value for most of the investments in the Company’s portfolio. Such investments include debt, warrant, equity, and other investments in venture capital and private equity backed companies. The valuation techniques used in estimating the fair value of these investments may vary based on the specific characteristics of the investments and require the use of certain significant unobservable inputs, such as the Company’s internally developed credit risk ratings, discounted expected future cash flows, hypothetical market
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yields, multiple probability weighted expected cash flow scenarios, and portfolio company financial performance, among others.
We identified the valuation of Level 3 investments as a critical audit matter due to the subjective nature of the judgments necessary for management to select valuation techniques and the use of significant unobservable inputs to estimate the fair value. Auditing the reasonableness of management’s selection of valuation technique and the related unobservable inputs required a high degree of auditor judgement and increased audit effort, including evaluation of the nature of audit evidence obtained and the use of internal valuation specialists.
The primary procedures we performed to address this critical audit matter included the following, among others:
We obtained an understanding of the relevant controls related to management’s internally developed credit risk ratings and tested such controls for design and operating effectiveness.
We assessed the reasonableness of a sample of management’s credit risk ratings by inspecting underlying source data and comparing to the Company’s credit risk policy.
We assessed the reasonableness of discounted expected future cash flows, multiple probability weighted scenarios, and portfolio management company performance used in the Company’s valuation models through comparison to internal and external data.
With the assistance of our internal valuation specialists, we evaluated the reasonableness of the hypothetical market yields used by the Company by comparing to market data for comparable companies.
With the assistance of our internal valuation specialists, we evaluated the appropriateness of the selected valuation techniques, and any changes to selected valuation techniques from prior periods, used for Level 3 investments.
We evaluated management’s historical ability to estimate fair value through comparison of previous estimates to the transaction price of available transactions occurring subsequent to the previous valuation date.
/s/ RSM US LLP
We have served as the Company's auditor since 2008.
New Haven, Connecticut
March 2, 2021
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Assets and Liabilities
(In thousands, except share and per share data)
December 31,
2020
2019
Assets
(Unaudited)
Non-affiliate investments at fair value (cost of $343,158 and $295,256, respectively)
$
343,498
$
294,304
Non-controlled affiliate investments at fair value (cost of $6,854 and $6,891, respectively) (Note 5)
7,547
8,597
Controlled affiliate investments at fair value (cost of $1,500 and $16,684, respectively) (Note 5)
1,500
16,650
Total investments at fair value (cost of $351,512 and $318,831, respectively) (Note 4)
352,545
319,551
Cash
19,502
6,465
Investments in money market funds
27,199
9,787
Restricted investments in money market funds
1,057
1,133
Interest receivable
4,946
5,530
Other assets
1,908
1,535
Total assets
$
407,157
$
344,001
Liabilities
Borrowings (Note 7)
$
185,819
$
152,050
Distributions payable
5,786
4,669
Base management fee payable (Note 3)
563
519
Incentive fee payable (Note 3)
975
1,613
Other accrued expenses
1,417
1,095
Total liabilities
194,560
159,946
Commitments and contingencies (Note 8)
Net assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2020 and 2019
—
—
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 19,453,821 and 15,730,755 shares issued and 19,286,356 and 15,563,290 shares outstanding as of December 31, 2020 and 2019, respectively
19
16
Paid-in capital in excess of par
271,287
226,660
Distributable earnings
(58,709)
(42,621)
Total net assets
212,597
184,055
Total liabilities and net assets
$
407,157
$
344,001
Net asset value per common share
$
11.02
$
11.83
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data)
Year Ended December 31,
2020
2019
2018
Investment income
Interest income on investments
Interest income on non-affiliate investments
$
41,503
$
36,247
$
28,061
Interest income on affiliate investments
689
839
725
Total interest income on investments
42,192
37,086
28,786
Fee income
Prepayment fee income on non-affiliate investments
2,345
2,296
1,159
Fee income on non-affiliate investments
1,335
1,490
867
Fee income on affiliate investments
45
17
23
Total fee income
3,725
3,803
2,049
Dividend income
Dividend income on controlled affiliate investments
118
2,236
255
Total dividend income
118
2,236
255
Total investment income
46,035
43,125
31,090
Expenses
Interest expense
9,673
8,330
6,363
Base management fee (Note 3)
6,458
5,556
4,578
Performance based incentive fee (Note 3)
5,187
6,966
4,393
Administrative fee (Note 3)
1,016
907
708
Professional fees
1,540
1,537
1,343
General and administrative
1,190
968
989
Total expenses
25,064
24,264
18,374
Performance based incentive fee waived (Note 3)
—
(1,848)
(1,184)
Net expenses
25,064
22,416
17,190
Net investment income before excise tax
20,971
20,709
13,900
Provision for excise tax (Note 8)
222
239
34
Net investment income
20,749
20,470
13,866
Net realized and unrealized loss on investments
Net realized (loss) gain on non-affiliate investments
(14,686)
(4,173)
645
Net realized loss on controlled affiliate investments
(12)
—
—
Net realized (loss) gain on investments
(14,698)
(4,173)
645
Net unrealized appreciation (depreciation) on non-affiliate investments
1,585
1,196
(1,445)
Net unrealized (depreciation) appreciation on non-controlled affiliate investments
(1,014)
2,019
(37)
Net unrealized depreciation on controlled affiliate investments
(258)
(14)
(19)
Net unrealized appreciation (depreciation) on investments
313
3,201
(1,501)
Net realized and unrealized loss on investments
(14,385)
(972)
(856)
Net increase in net assets resulting from operations
$
6,364
$
19,498
$
13,010
Net investment income per common share
$
1.18
$
1.52
$
1.20
Net increase in net assets per common share
$
0.36
$
1.45
$
1.13
Distributions declared per share
$
1.25
$
1.20
$
1.20
Weighted average shares outstanding
17,534,528
13,478,234
11,527,777
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets
(In thousands, except share data)
Paid-In Capital
Common Stock
in Excess of
Distributable
Total Net
Shares
Amount
Par
Earnings
Assets
Balance at December 31, 2017
11,520,406
$
12
$
179,641
$
(44,578)
$
135,075
Net increase in net assets resulting from operations, net of excise tax:
Net investment income, net of excise tax
—
—
—
13,866
13,866
Net realized gain on investments
—
—
—
645
645
Net unrealized depreciation on investments
—
—
—
(1,501)
(1,501)
Financing costs
—
—
(155)
—
(155)
Issuance of common stock under dividend reinvestment plan
14,723
—
164
—
164
Distributions declared
—
—
—
(13,837)
(13,837)
Reclassification of permanent tax differences (Note 2)
—
—
(34)
34
—
Balance at December 31, 2018
11,535,129
$
12
$
179,616
$
(45,371)
$
134,257
Issuance of common stock, net of offering costs
4,012,844
$
4
$
47,097
$
—
$
47,101
Net increase in net assets resulting from operations, net of excise tax:
Net investment income, net of excise tax
—
—
—
20,470
20,470
Net realized loss on investments
—
—
—
(4,173)
(4,173)
Net unrealized appreciation on investments
—
—
—
3,201
3,201
Issuance of common stock under dividend reinvestment plan
15,317
—
186
—
186
Distributions declared
—
—
—
(16,987)
(16,987)
Reclassification of permanent tax differences (Note 2)
—
—
(239)
239
—
Balance at December 31, 2019
15,563,290
$
16
$
226,660
$
(42,621)
$
184,055
Issuance of common stock, net of offering costs
3,702,500
$
3
$
44,608
$
—
$
44,611
Net increase in net assets resulting from operations, net of excise tax:
Net investment income, net of excise tax
—
—
—
20,749
20,749
Net realized loss on investments
—
—
—
(14,698)
(14,698)
Net unrealized appreciation on investments
—
—
—
313
313
Issuance of common stock under dividend reinvestment plan
20,566
—
241
—
241
Distributions declared
—
—
—
(22,674)
(22,674)
Reclassification of permanent tax differences (Note 2)
—
—
(222)
222
—
Balance at December 31, 2020
19,286,356
$
19
$
271,287
$
(58,709)
$
212,597
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Statements of Cash Flow
(In thousands)
For the year ended December 31,
2020
2019
2018
Cash flows from operating activities:
Net increase in net assets resulting from operations
$
6,364
$
19,498
$
13,010
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Amortization of debt issuance costs
1,018
726
554
Net realized loss (gain) on investments
14,698
4,173
(645)
Net unrealized (appreciation) depreciation on investments
(313)
(3,201)
1,501
Purchase of investments
(198,561)
(200,832)
(101,257)
Principal payments received on investments
146,258
129,190
84,439
Proceeds from sale of investments
8,335
4,578
4,453
Investment in controlled affiliate investments
—
(1,900)
(13,262)
Distributions from controlled affiliate investment
—
715
255
Dividends from controlled affiliate investment
(118)
(2,236)
(255)
Equity received in settlement of fee income
(45)
—
(299)
Warrants received in settlement of fee income
(978)
—
(161)
Changes in assets and liabilities:
Decrease (increase) in interest receivable
887
(679)
99
Increase in end-of-term payments
(1,066)
(885)
(79)
Decrease in unearned income
(1,408)
(1,586)
(1,043)
Increase in other assets
(189)
(16)
(6)
Increase in other accrued expenses
430
330
145
Increase in base management fee payable
44
97
43
(Decrease) increase in incentive fee payable
(638)
622
450
Net cash used in operating activities
(25,282)
(51,406)
(12,058)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of offering costs
44,611
47,101
—
Proceeds from Asset-Backed Notes
—
100,000
—
Advances on credit facilities
80,250
51,500
52,500
Repayment of credit facilities
(47,000)
(125,000)
(20,000)
Debt issuance costs
(890)
(1,808)
(622)
Distributions paid
(21,316)
(15,593)
(13,668)
Financing costs
—
—
(155)
Net cash provided by financing activities
55,655
56,200
18,055
Net increase in cash, cash equivalents and restricted cash
30,373
4,794
5,997
Cash, cash equivalents and restricted cash:
Beginning of period
17,385
12,591
6,594
End of period
$
47,758
$
17,385
$
12,591
Supplemental disclosure of cash flow information:
Cash paid for interest
$
8,593
$
7,671
$
5,671
Supplemental non-cash investing and financing activities:
Warrant investments received and recorded as unearned income
$
1,829
$
2,723
$
1,457
Distributions payable
$
5,786
$
4,669
$
3,461
Acquisition of controlled affiliate investment
$
16,498
$
—
$
—
End-of-term payments receivable
$
4,203
$
3,900
$
3,015
Non-cash income
$
5,124
$
3,584
3,124
Year ended December 31,
2020
2019
2018
Cash
$
19,502
$
6,465
$
12,591
Investments in money market funds
27,199
9,787
—
Restricted investments in money market funds
1,057
1,133
—
Total cash, cash equivalents and restricted cash
$
47,758
$
17,385
$
12,591
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
Non-Affiliate Investments — 161.6% (8)
Non-Affiliate Debt Investments — 154.2% (8)
Non-Affiliate Debt Investments — Life Science — 71.4% (8)
Castle Creek Pharmaceuticals Holdings, Inc.(2)(12)
Biotechnology
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00% ETP, Due 3/1/24)
$
5,000
$
4,884
$
4,884
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00% ETP, Due 3/1/24)
5,000
4,938
4,938
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00% ETP, Due 3/1/24)
5,000
4,938
4,938
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00% ETP, Due 3/1/24)
5,000
4,938
4,938
Celsion Corporation (2)(5)(12)
Biotechnology
Term Loan (9.63% cash (Libor + 7.63%; Floor 9.63%), 5.50% ETP, Due 4/1/23)
2,500
2,477
2,477
Term Loan (9.63% cash (Libor + 7.63%; Floor 9.63%), 5.50% ETP, Due 4/1/23)
2,500
2,525
2,483
Emalex Biosciences, Inc. (2)(12)
Biotechnology
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00% ETP, Due 12/1/23)
2,500
2,354
2,354
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00% ETP, Due 12/1/23)
2,500
2,457
2,457
LogicBio, Inc.(2)(5)(12)
Biotechnology
Term Loan (8.75% cash (Libor + 6.25%; Floor 8.75%), 4.50% ETP, Due 6/1/24)
5,000
4,977
4,977
Provivi, Inc. (2)(12)
Biotechnology
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50% ETP, Due 12/1/24)
5,000
4,763
4,763
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50% ETP, Due 12/1/24)
5,000
4,912
4,912
Bardy Diagnostics, Inc. (2)(12)
Medical Device
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00% ETP, Due 9/1/24)
5,000
4,943
4,943
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00% ETP, Due 9/1/24)
5,000
4,943
4,943
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00% ETP, Due 9/1/24)
1,000
989
989
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00% ETP, Due 9/1/24)
1,000
989
989
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00% ETP, Due 9/1/24)
1,000
989
989
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00% ETP, Due 9/1/24)
1,000
989
989
Term Loan (8.90% cash (Libor + 7.00%; Floor 8.90%), 5.00% ETP, Due 9/1/24)
1,000
989
989
Canary Medical Inc. (2)(12)
Medical Device
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 7.00% ETP, Due 11/1/24)
2,500
2,346
2,346
Ceribell, Inc. (2)(12)
Medical Device
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50% ETP, Due 10/1/24)
5,000
4,878
4,878
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50% ETP, Due 10/1/24)
5,000
4,942
4,942
Conventus Orthopaedics, Inc. (2)(12)
Medical Device
Term Loan (9.25% cash (Libor + 8.00%; Floor 9.25%), 10.36% ETP, Due 7/1/25)
5,086
5,025
5,025
Term Loan (9.25% cash (Libor + 8.00%; Floor 9.25%), 10.36% ETP, Due 7/1/25)
5,086
5,025
5,025
Corinth Medtech, Inc. (2)(12)
Medical Device
Term Loan (8.50% cash (Prime + 5.25%; Floor 8.50%), 20.00% ETP, Due 4/1/22)
2,500
2,475
2,475
Term Loan (8.50% cash (Prime + 5.25%; Floor 8.50%), 20.00% ETP, Due 4/1/22)
2,500
2,475
2,475
CSA Medical, Inc. (2)(12)
Medical Device
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00% ETP, Due 1/1/24)
3,750
3,704
3,704
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00% ETP, Due 1/1/24)
250
247
247
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00% ETP, Due 3/1/24)
4,000
3,955
3,955
CVRx, Inc. (2)(12)
Medical Device
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 10/1/24)
5,000
4,948
4,948
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 10/1/24)
5,000
4,948
4,948
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 10/1/24)
5,000
4,948
4,948
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 10/1/24)
5,000
4,948
4,948
See Notes to Consolidated Financial Statements
99
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
MacuLogix, Inc. (2)(12)
Medical Device
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 5.50% ETP, Due 10/1/23)
7,500
7,422
7,147
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 5.50% ETP, Due 10/1/23)
4,050
4,008
3,859
Magnolia Medical Technologies, Inc. (2)(12)
Medical Device
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00% ETP, Due 3/1/25)
5,000
4,937
4,937
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00% ETP, Due 3/1/25)
5,000
4,937
4,937
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00% ETP, Due 3/1/25)
5,000
4,926
4,926
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00% ETP, Due 3/1/25)
5,000
4,926
4,926
Sonex Health, Inc. (2)(12)
Medical Device
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00% ETP, Due 6/1/24)
2,500
2,379
2,379
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00% ETP, Due 6/1/24)
2,500
2,460
2,460
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00% ETP, Due 6/1/24)
2,500
2,460
2,460
Total Non-Affiliate Debt Investments — Life Science
152,313
151,847
Non-Affiliate Debt Investments — Technology — 71.2% (8)
Alula Holdings, Inc. (2)(12)
Consumer-related Technologies
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00% ETP, Due 1/1/25)
5,000
4,904
4,904
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00% ETP, Due 1/1/25)
5,000
4,932
4,932
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00% ETP, Due 1/1/25)
3,000
2,959
2,959
Betabrand Corporation (2)(12)
Consumer-related Technologies
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%), 5.75% ETP, Due 9/1/23)
4,250
4,200
4,028
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%), 5.75% ETP, Due 9/1/23)
4,250
4,200
4,028
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%), 5.75% ETP, Due 9/1/23)
1,125
1,097
1,052
Getaround, Inc. (2)(12)
Consumer-related Technologies
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.50% ETP, Due 12/1/24)
10,000
9,625
9,625
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.50% ETP, Due 12/1/24)
4,000
3,851
3,851
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.50% ETP, Due 12/1/24)
4,000
3,851
3,851
Updater, Inc. (2)(12)
Consumer-related Technologies
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%, Ceiling 14.00%),0.56% ETP, Due 12/20/24)
5,000
4,948
4,948
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%, Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
5,000
4,948
4,948
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%, Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
10,000
9,896
9,896
CPG Beyond, Inc. (2)(12)
Data Storage
Term Loan (11.00% cash (Libor + 8.60%; Floor 11.00%), 2.00% ETP, Due 8/1/23)
5,000
4,909
4,909
Term Loan (11.00% cash (Libor + 8.60%; Floor 11.00%), 2.00% ETP, Due 8/1/23)
5,000
4,908
4,908
Silk, Inc. (2)(12)
Data Storage
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%), 4.00% ETP, Due 1/1/23)
4,166
4,125
4,125
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%), 4.00% ETP, Due 1/1/23)
4,166
4,125
4,125
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%), 4.00% ETP, Due 7/1/23)
5,000
4,886
4,886
IgnitionOne, Inc. (2)(12)(13)
Internet and Media
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%), 6.00% ETP, Due 4/1/22)
1,874
1,789
1,789
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%), 6.00% ETP, Due 4/1/22)
1,874
1,789
1,789
See Notes to Consolidated Financial Statements
100
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%), 6.00% ETP, Due 4/1/22)
1,874
1,722
1,722
Term Loan (10.38% cash (Libor + 10.23%; Floor 10.23%), 6.00% ETP, Due 4/1/22)
1,874
1,789
1,789
The NanoSteel Company, Inc. (2)(12)(13)
Materials
Term Loan (11.00% cash (Libor + 8.50%; Floor 11.00%), 14.88% ETP, Due 6/1/22)
3,345
3,303
846
Term Loan (11.00% cash (Libor + 8.50%; Floor 11.00%), 14.88% ETP, Due 6/1/22)
3,345
3,479
891
Liqid, Inc.(2)(12)
Networking
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 9/1/24)
5,000
4,842
4,842
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 9/1/24)
5,000
4,896
4,896
BriteCore Holdings, Inc. (2)(12)
Software
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.00% ETP, Due 10/1/24)
2,500
2,474
2,474
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.00% ETP, Due 10/1/24)
2,500
2,474
2,474
Keypath Education, LLC (2)(12)
Software
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%), 2.50% ETP, Due 10/1/24)
3,750
3,583
3,583
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%), 2.50% ETP, Due 10/1/24)
3,750
3,686
3,686
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%), 2.50% ETP, Due 10/1/24)
2,500
2,457
2,457
OutboundEngine, Inc. (2)(12)
Software
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%), 3.63% ETP, Due 7/1/23)
4,000
3,949
3,949
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%), 3.63% ETP, Due 7/1/23)
3,500
3,456
3,456
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%), 3.63% ETP, Due 7/1/23)
500
501
493
Revinate, Inc. (2)(12)
Software
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00% ETP, Due 11/1/23)
4,000
4,034
3,819
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00% ETP, Due 11/1/23)
1,000
930
895
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00% ETP, Due 11/1/23)
5,000
4,946
4,761
Topia Mobility, Inc. (2)(12)
Software
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 4.00% ETP, Due 9/1/24)
5,000
4,824
4,824
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 4.00% ETP, Due 9/1/24)
5,000
4,902
4,902
xAd, Inc. (2)(12)
Software
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%), 5.0% ETP, Due 1/1/22)
3,021
2,991
2,991
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%), 5.0% ETP, Due 1/1/22)
3,021
2,991
2,991
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%), 5.0% ETP, Due 1/1/22)
1,813
1,795
1,795
Term Loan (10.00% cash (Libor + 8.70%; Floor 10.00%), 5.0% ETP, Due 1/1/22)
1,208
1,197
1,197
Total Non-Affiliate Debt Investments — Technology
157,163
151,286
Non-Affiliate Debt Investments — Healthcare information and services — 11.6% (8)
IDbyDNA, Inc.(2)(12)
Diagnostics
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50% ETP, Due 1/1/25)
5,000
4,846
4,846
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50% ETP, Due 1/1/25)
5,000
4,914
4,914
Kate Farms, Inc. (2)(12)
Other Healthcare
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00% ETP, Due 10/1/23)
5,000
4,941
4,941
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00% ETP, Due 10/1/23)
5,000
4,941
4,941
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00% ETP, Due 10/1/23)
2,500
2,466
2,466
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00% ETP, Due 10/1/23)
2,500
2,466
2,466
Total Non-Affiliate Debt Investments — Healthcare information and services
24,574
24,574
Total Non- Affiliate Debt Investments
334,050
327,707
Non-Affiliate Warrant Investments — 6.6% (8)
Non-Affiliate Warrants — Life Science — 1.8% (8)
Alpine Immune Sciences, Inc. (5)(12)
Biotechnology
4,632 Common Stock Warrants
122
—
Castle Creek Pharmaceuticals, Inc. (2)(12)
Biotechnology
2,428 Preferred Stock Warrants
144
180
Celsion Corporation (2)(5)(12)
Biotechnology
295,053 Common Stock Warrants
65
14
Corvium, Inc. (2)(12)
Biotechnology
661,956 Preferred Stock Warrants
52
25
Emalex Biosciences, Inc. (2)(12)
Biotechnology
73,602 Preferred Stock Warrants
107
135
LogicBio, Inc. (2)(5)(12)
Biotechnology
7,843 Common Stock Warrants
7
3
Mustang Bio, Inc. (2)(5)(12)
Biotechnology
252,161 Common Stock Warrants
146
220
Provivi, Inc. (2)(12)
Biotechnology
123,457 Preferred Stock Warrants
147
426
Rocket Pharmaceuticals Corporation (5)(12)
Biotechnology
7,051 Common Stock Warrants
17
211
Strongbridge U.S. Inc. (2)(5)(12)
Biotechnology
160,714 Common Stock Warrants
72
60
vTv Therapeutics Inc. (2)(5)(12)
Biotechnology
95,293 Common Stock Warrants
44
—
See Notes to Consolidated Financial Statements
101
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Investments (6)
Value
AccuVein Inc. (2)(12)
Medical Device
1,175 Preferred Stock Warrants
24
—
Aerin Medical, Inc. (2)(12)
Medical Device
1,818,183 Preferred Stock Warrants
65
463
Bardy Diagnostics, Inc. (2)(12)
Medical Device
346,154 Preferred Stock Warrants
56
1,180
Canary Medical Inc. (2)(12)
Medical Device
7,292 Preferred Stock Warrants
54
54
Ceribell, Inc. (2)(12)
Medical Device
117,521 Preferred Stock Warrants
50
63
Conventus Orthopaedics, Inc. (2)(12)
Medical Device
6,313,788 Preferred Stock Warrants
148
175
CSA Medical, Inc. (2)(12)
Medical Device
1,375,727 Preferred Stock Warrants
153
152
CVRx, Inc.(2)(12)
Medical Device
750,000 Preferred Stock Warrants
76
76
MacuLogix, Inc. (2)(12)
Medical Device
454,460 Preferred Stock Warrants
237
120
Magnolia Medical Technologies, Inc. (2)(12)
Medical Device
378,363 Preferred Stock Warrants
91
108
Meditrina, Inc. (2)(12)
Medical Device
221,510 Preferred Stock Warrants
82
122
Sonex Health, Inc. (2)(12)
Medical Device
484,250 Preferred Stock Warrants
77
77
VERO Biotech LLC (2)(12)
Medical Device
408 Common Stock Warrants
53
51
Total Non-Affiliate Warrants — Life Science
2,089
3,915
Non-Affiliate Warrants — Technology — 3.9% (8)
Intelepeer Holdings, Inc. (2)(12)
Communications
3,078,084 Preferred and Common Stock Warrants
177
186
PebblePost, Inc. (2)(12)
Communications
598,850 Preferred Stock Warrants
93
165
Alula Holdings, Inc. (2)(12)
Consumer-related Technologies
20,000 Preferred Stock Warrants
93
93
Betabrand Corporation (2)(12)
Consumer-related Technologies
261,198 Preferred Stock Warrants
106
13
Caastle, Inc. (2)(12)
Consumer-related Technologies
268,591 Preferred Stock Warrants
68
822
Getaround, Inc. (2)(12)
Consumer-related Technologies
605,468 Preferred Stock Warrants
433
433
Mohawk Group Holdings, Inc. (2)(5)(12)
Consumer-related Technologies
76,923 Common Stock Warrants
195
312
Updater, Inc.(2)(12)
Consumer-related Technologies
108,333 Common Stock Warrants
34
70
CPG Beyond, Inc. (2)(12)
Data Storage
500,000 Preferred Stock Warrants
242
706
Silk, Inc. (2)(12)
Data Storage
44,211,003 Preferred and Common Stock Warrants
234
165
Global Worldwide LLC (2)(12)
Internet and Media
245,810 Preferred Stock Warrants
75
9
Rocket Lawyer Incorporated (2)(12)
Internet and Media
261,721 Preferred Stock Warrants
91
88
Skillshare, Inc. (2)(12)
Internet and Media
139,073 Preferred Stock Warrants
162
2,407
Liqid, Inc.(2)(12)
Networking
243,942 Preferred Stock Warrants
164
164
Kinestral, Inc. (2)(12)
Power Management
5,002,574 Preferred Stock Warrants
1,585
1,326
Avalanche Technology, Inc. (2)(12)
Semiconductors
6,753 Preferred and Common Stock Warrants
101
—
Soraa, Inc. (2)(12)
Semiconductors
203,616 Preferred Stock Warrants
80
—
BriteCore Holdings, Inc. (2)(12)
Software
12,857 Preferred Stock Warrants
5
11
Education Elements, Inc. (2)(12)
Software
238,121 Preferred Stock Warrants
28
27
Keypath Education, Inc.(2)(12)
Software
900,000 Preferred Stock Warrants
158
349
Lotame Solutions, Inc. (2)(12)
Software
288,115 Preferred Stock Warrants
22
279
OutboundEngine, Inc. (2)(12)
Software
620,000 Preferred Stock Warrants
80
33
Revinate, Inc. (2)(12)
Software
615,475 Preferred Stock Warrants
46
51
Riv Data Corp. (2)(12)
Software
321,428 Preferred Stock Warrants
12
291
SIGNiX, Inc. (12)
Software
186,045 Preferred Stock Warrants
225
—
Skyword, Inc. (12)
Software
301,055 Preferred and Common Stock Warrants
48
8
Topia Mobility, Inc. (2)(12)
Software
3,049,607 Preferred Stock Warrants
138
174
Weblinc Corporation (2)(12)
Software
195,122 Preferred Stock Warrants
42
—
xAd, Inc. (2)(12)
Software
4,343,348 Preferred Stock Warrants
177
3
Total Non-Affiliate Warrants — Technology
4,914
8,185
Non-Affiliate Warrants — Sustainability — 0.0% (8)
Tigo Energy, Inc. (2)(12)
Energy Efficiency
804,604 Preferred Stock Warrants
100
—
Total Non-Affiliate Warrants — Sustainability
100
—
Non-Affiliate Warrants — Healthcare information and services — 0.9% (8)
IDbyDNA, Inc.(2)(12)
Diagnostics
363,082 Preferred Stock Warrants
90
90
Kate Farms, Inc. (2)(12)
Other Healthcare
82,965 Preferred Stock Warrants
101
1,171
Watermark Medical, Inc. (2)(12)
Other Healthcare
27,373 Preferred Stock Warrants
74
—
Medsphere Systems Corporation (2)(12)
Software
7,097,792 Preferred Stock Warrants
62
196
Ontrak, Inc. (2)(5)(12)
Software
10,906 Common Stock Warrants
44
474
Total Non-Affiliate Warrants — Healthcare information and services
371
1,931
Total Non-Affiliate Warrants
7,474
14,031
Non-Affiliate Other Investments — 0.1% (8)
ZetrOZ, Inc. (12)
Medical Device
Royalty Agreement
14
200
Total Non-Affiliate Other Investments
14
200
See Notes to Consolidated Financial Statements
102
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2020
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
Non-Affiliate Equity — 0.7% (8)
Sunesis Pharmaceuticals, Inc. (5)
Biotechnology
1,308 Common Stock
83
3
SnagAJob.com, Inc. (12)
Consumer-related Technologies
82,974 Common Stock
9
82
Zeta Global Holdings Corp. (2)(12)
Internet and Media
18,405 Common Stock
240
240
Formetrix, Inc. (2)(12)
Materials
74,286 Common Stock
75
—
Clarabridge, Inc. (12)
Software
17,142 Preferred Stock
13
35
Lightspeed POS Inc. (5)
Software
17,037 Common Stock
1,200
1,200
Total Non-Affiliate Equity
1,620
1,560
Total Non-Affiliate Portfolio Investment Assets
$
343,158
$
343,498
Non-controlled Affiliate Investments — 3.5% (8)
Non-controlled Affiliate Debt Investments — Technology — 2.7% (8)
Decisyon, Inc. (12)
Software
Term Loan (12.50% cash (Libor + 12.308%; Floor 12.50%), 12.00% ETP, Due 6/1/21)
$
1,182
$
1,181
$
1,181
Term Loan (12.50% cash (Libor + 12.308%; Floor 12.50%), 12.00% ETP, Due 6/1/21)
646
626
626
Term Loan (12.02% cash, Due 6/1/21)
239
227
227
Term Loan (12.03% cash, Due 6/1/21)
238
228
228
Term Loan (12.24% cash, Due 6/1/21)
705
685
685
Term Loan (13.08% cash, Due 6/1/21)
276
276
276
Term Loan (13.10% cash, Due 6/1/21)
184
183
183
StereoVision Imaging, Inc. (2)(12)
Software
Term Loan (8.50% Cash (Libor + 7.03%; Floor 8.50%), 15.63% ETP, Due 1/1/22)
2,783
2,382
2,382
Total Non-controlled Affiliate Debt Investments — Technology
5,788
5,788
Non-controlled Affiliate Warrants — Technology — 0.0% (8)
Decisyon, Inc. (12)
Software
82,967 Common Stock Warrants
46
—
Total Non-controlled Affiliate Warrants — Technology
46
—
Non-controlled Affiliate Equity — Technology — 0.8% (8)
Decisyon, Inc. (12)
Software
72,638,663 Preferered and Common Stock
229
120
StereoVision Imaging, Inc. (2)(12)
Software
1,943,572 Preferred and Common Stock
791
1,639
Total Non-controlled Affiliate Equity
1,020
1,759
Total Non-controlled Affiliate Portfolio Investment Assets
$
6,854
$
7,547
Controlled Affiliate Investments — 0.7% (8)
Controlled Affiliate Other Investments — Biotechnology — 0.7% (8)
HESP LLC (2)(12)(14)
Biotechnology
Other Investment
$
1,500
$
1,500
Total Controlled Affiliate Other Investments
1,500
1,500
Total Controlled Affiliate Portfolio Investment Assets
$
1,500
$
1,500
Total Portfolio Investment Assets — 165.8% (8)
$
351,512
$
352,545
Short Term Investments — Unrestricted Investments — 12.8% (8)
US Bank Money Market Deposit Account
$
27,199
$
27,199
Total Short Term Investments —Unrestricted Investments
$
27,199
$
27,199
Short Term Investments — Restricted Investments—0.5% (8)
US Bank Money Market Deposit Account
$
1,057
$
1,057
Total Short Term Investments —Restricted Investments
$
1,057
$
1,057
(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 revolving credit facility (the “Key Facility”) with KeyBank National Association (“Key”), the Note Funding Agreement (the “NYL Facility”) with several entities owned or affiliated with New York Life Insurance Company (“NYL Noteholders”) and/or the term debt securitization in connection with which an affiliate of the Company made an offering of $100.0 million in aggregate principal amount of fixed rate asset-backed notes that were issued in conjunction with the $160.0 million securitization of secured loans the Company completed on August 13, 2019 (“the Asset-Backed Notes”).
See Notes to Consolidated Financial Statements
103
Table of Contents
(3) All non-affiliate investments are investments in which the Company owns less than 5% of the voting securities of the portfolio company. All non-controlled affiliate investments are investments in which the Company owns 5% or more of the voting securities of the portfolio company but not more than 25% of the voting securities of the portfolio company. All controlled affiliate investments are investments in which the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement
(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. Debt investments are at variable rates for the term of the debt investment, unless otherwise indicated. All debt investments based on the London InterBank Offered Rate (“LIBOR”) are based on one-month LIBOR. For each debt investment, the current interest rate in effect as of December 31, 2020 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, 2020. 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 has a payment-in-kind (“PIK”) feature.
(12) The fair value of the investment was valued using significant unobservable inputs.
(13) Debt investment is on non-accrual status as of December 31, 2020.
(14) On July 8, 2020, Espero BioPharma, Inc. and its affiliates, Jacksonville Pharmaceuticals, Inc. and Espero Pharmaceuticals, Inc. (collectively, “Espero”) assigned substantially all of their assets to their respective assignment estates and respectively appointed PSE (ABC), LLC, PS PJAX (ABC), LLC, and PPSE (ABC), LLC (collectively, “Espero ABC”) to administer their respective estates and to facilitate the orderly sale and liquidation of their property and assets. On October 6, 2020, the Court of Chancery of the State of Delaware approved the transfer of the assets of Espero to the Company and Credit II or their designees in consideration for the Company and Credit II’s credit bid at auction of $7.0 million. On October 22, 2020, Espero ABC transferred the assets of Espero to HESP LLC, a Delaware limited liability company, wholly owned by the Company.
See Notes to Consolidated Financial Statements
104
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2019
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
Non-Affiliate Investments — 160.0% (8)
Non-Affiliate Debt Investments — 153.5% (8)
Non-Affiliate Debt Investments — Life Science — 55.9% (8)
Celsion Corporation (2)(5)(12)
Biotechnology
Term Loan (9.98% cash (Libor + 7.63%; Floor 9.63%), 4.00% ETP, Due 7/1/22)
$
2,500
$
2,464
$
2,464
Term Loan (9.98% cash (Libor + 7.63%; Floor 9.63%), 4.00% ETP, Due 7/1/22)
2,500
2,464
2,464
Encore Dermatology, Inc. (2)(12)
Biotechnology
Term Loan (10.00% cash (Libor + 7.50%; Floor 10.00%), 3.00% ETP, Due 4/1/23)
5,000
4,929
4,929
Term Loan (10.00% cash (Libor + 7.50%; Floor 10.00%), 3.00% ETP, Due 4/1/23)
5,000
4,929
4,929
Espero BioPharma, Inc. (2)(12)
Biotechnology
Term Loan (12.00% cash (Libor + 9.25%; Floor 12.00%), 5.10% ETP, Due 3/31/20) (11)
5,053
5,053
5,053
Term Loan (12.00% cash (Libor + 9.25%; Floor 12.00%), 5.10% ETP, Due 3/31/20) (11)
4,802
4,802
4,802
LogicBio, Inc.(2)(5)(12)
Biotechnology
Term Loan (8.75 % cash (Libor + 6.25%; Floor 8.75%), 4.50% ETP, Due 6/1/24
5,000
4,970
4,970
Mustang Bio, Inc. (2)(5)(12)
Biotechnology
Term Loan (9.00% cash (Libor + 6.50%; Floor 9.00%), 5.00% ETP, Due 10/1/22)
5,000
4,827
4,827
Term Loan (9.00% cash (Libor + 6.50%; Floor 9.00%), 5.00% ETP, Due 10/1/22)
5,000
4,924
4,924
vTv Therapeutics Inc. (2)(5)(12)
Biotechnology
Term Loan (11.69% cash (Libor + 10.00%; Floor 10.50%), 6.00% ETP, Due 5/1/20)
1,042
1,034
1,034
Term Loan (11.69% cash (Libor + 10.00%; Floor 10.50%), 6.00% ETP, Due 10/1/20)
1,406
1,393
1,393
Titan Pharmaceuticals, Inc. (2)(5)(12)
Drug Delivery
Term Loan (10.09% cash (Libor + 8.40%; Floor 9.50%), 5.00% ETP, Due 6/1/22)
1,600
1,533
1,533
Conventus Orthopaedics, Inc. (2)(12)
Medical Device
Term Loan (9.69% cash (Libor + 8.00%; Floor 9.25%), 8.33% ETP, Due 7/1/23)
5,311
5,233
5,233
Term Loan (9.69% cash (Libor + 8.00%; Floor 9.25%), 8.33% ETP, Due 7/1/23)
5,311
5,233
5,233
CSA Medical, Inc. (2)(12)
Medical Device
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00% ETP, Due 1/1/24)
3,750
3,637
3,637
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00% ETP, Due 1/1/24)
250
246
246
CVRx, Inc. (2)(12)
Medical Device
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 4/1/24)
5,000
4,934
4,934
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 4/1/24)
5,000
4,934
4,934
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 4/1/24)
5,000
4,934
4,934
Term Loan (10.00% cash (Libor + 7.80%; Floor 10.00%), 3.50% ETP, Due 4/1/24)
5,000
4,934
4,934
Lantos Technologies, Inc. (2)(12)
Medical Device
Term Loan (10.12% cash (Libor + 8.43%; Floor 10.00%), 10.00% ETP, Due 4/1/21)
3,433
3,143
3,143
MacuLogix, Inc. (2)(12)
Medical Device
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 4.00% ETP, Due 10/1/23)
7,500
7,356
7,356
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 4.00% ETP, Due 10/1/23)
4,050
3,993
3,993
Meditrina, Inc. (2)(12)
Medical Device
Term Loan (9.70% cash (Libor + 7.10%; Floor 9.70%), 4.00% ETP, Due 5/1/20)
3,000
2,966
2,966
VERO Biotech LLC (2)(12)
Medical Device
Term Loan (9.69% cash (Libor + 8.00%; Floor 9.25%), 5.00% ETP, Due 1/1/22)
4,000
3,967
3,967
Term Loan (10.35% cash (Libor + 8.00%; Floor 9.25%), 5.00% ETP, Due 1/1/22)
4,000
3,967
3,967
Total Non-Affiliate Debt Investments — Life Science
102,799
102,799
Non-Affiliate Debt Investments — Technology — 84.8% (8)
Audacy Corporation (2)(12)(15)
Communications
Term Loan (9.59% cash (Libor + 7.90%; Floor 9.50%), 5.00% ETP, Due 7/1/22)
3,641
3,580
1,300
Term Loan (9.59% cash (Libor + 7.90%; Floor 9.50%), Due 2/1/20)
550
550
200
Betabrand Corporation (2)(12)
Consumer-related Technologies
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%), 4.50% ETP, Due 9/1/23)
4,250
4,115
4,115
Term Loan (10.05% cash (Libor + 7.50%; Floor 10.05%), 4.50% ETP, Due 9/1/23)
4,250
4,182
4,182
Mohawk Group Holdings, Inc. (2)(5)(12)
Consumer-related Technologies
Term Loan (9.90% cash (Libor + 7.40%; Floor 9.90%), 4.00% ETP, Due 1/1/23)
5,000
4,914
4,914
Term Loan (9.90% cash (Libor + 7.40%; Floor 9.90%), 4.00% ETP, Due 1/1/23)
5,000
4,914
4,914
Term Loan (9.90% cash (Libor + 7.40%; Floor 9.90%), 4.00% ETP, Due 1/1/23)
5,000
4,914
4,914
Updater, Inc.(2)(12)
Consumer-related Technologies
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%, Ceiling 14.00%),0.56% ETP, Due 12/20/24)
5,000
4,935
4,935
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%, Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
5,000
4,935
4,935
See Notes to Consolidated Financial Statements
105
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2019
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
Term Loan (11.50% cash (Prime + 5.75%; Floor 11.50%, Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
10,000
9,870
9,870
Canara, Inc. (2)(12)
Data Storage
Term Loan (11.00% cash (Libor + 8.60%; Floor 11.00%), 1.00% ETP, Due 2/1/23)
5,000
4,868
4,868
Term Loan (11.00% cash (Libor + 8.60%; Floor 11.00%), 1.00% ETP, Due 2/1/23)
5,000
4,868
4,868
Kaminario, Inc. (2)(12)
Data Storage
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%), 3.00% ETP, Due 1/1/23)
5,000
4,938
4,938
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%), 3.00% ETP, Due 1/1/23)
5,000
4,938
4,938
Term Loan (10.65% cash (Libor + 8.40%; Floor 10.65%), 3.00% ETP, Due 1/1/23)
5,000
4,840
4,840
IgnitionOne, Inc. (2)(12)
Internet and Media
Term Loan (11.92% cash (Libor + 10.23%; Floor 10.23%), 2.00% ETP, Due 4/1/22)
3,000
2,911
2,911
Term Loan (11.92% cash (Libor + 10.23%; Floor 10.23%), 2.00% ETP, Due 4/1/22)
3,000
2,911
2,911
Term Loan (11.92% cash (Libor + 10.23%; Floor 10.23%), 2.00% ETP, Due 4/1/22)
3,000
2,812
2,812
Term Loan (11.92% cash (Libor + 10.23%; Floor 10.23%), 2.00% ETP, Due 4/1/22)
3,000
2,911
2,911
Skillshare, Inc.(2)(12)
Internet and Media
Term Loan (9.50% cash (Libor + 7.50%; Floor 9.50%), 5.00% ETP, Due 1/1/25)
3,000
2,747
2,747
Term Loan (9.50% cash (Libor + 7.50%; Floor 9.50%), 5.00% ETP, Due 1/1/25)
3,000
2,946
2,946
Term Loan (9.50% cash (Libor + 7.50%; Floor 9.50%), 5.00% ETP, Due 1/1/25)
3,000
2,946
2,946
Verve Wireless, Inc. (2)(12)
Internet and Media
Term Loan (15.80% cash (Libor + 8.80%; Floor 10.80%), 3.33% ETP, Due 9/1/21)
2,400
2,320
2,320
The NanoSteel Company, Inc. (2)(12)
Materials
Term Loan (11.00% cash (Libor + 8.50%; Floor 11.00%), 4.00% ETP, Due 6/1/22)
4,250
4,205
4,205
Term Loan (11.00% cash (Libor + 8.50%; Floor 11.00%), 4.00% ETP, Due 6/1/22)
4,250
4,205
4,205
Kinestral Technologies, Inc.(2)(12)
Power Management
Term Loan (9.95% cash (Libor + 7.75%; Floor 9.95%), 5.00% ETP, Due 12/1/22)
6,000
5,442
5,442
Term Loan (9.95% cash (Libor + 7.75%; Floor 9.95%), 5.00% ETP, Due 12/1/22)
6,000
5,765
5,765
Bridge2 Solutions, LLC. (2)(12)
Software
Term Loan (11.00% cash (Libor + 8.40%; Floor 11.00%), 2.00% ETP, Due 6/1/23)
6,250
6,120
6,120
Term Loan (11.00% cash (Libor + 8.40%; Floor 11.00%), 2.00% ETP, Due 6/1/23)
6,250
6,120
6,120
Term Loan (11.00% cash (Libor + 8.40%; Floor 11.00%), 2.00% ETP, Due 9/1/23)
2,000
1,926
1,926
New Signature US, Inc. (2)(12)(13)
Software
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%), 3.50% ETP, Due 7/1/22)
2,750
2,721
2,721
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%), 3.50% ETP, Due 2/1/23)
1,000
987
987
OutboundEngine, Inc. (2)(12)
Software
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%), 3.00% ETP, Due 7/1/23)
4,000
3,929
3,929
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%), 3.00% ETP, Due 7/1/23)
3,500
3,438
3,438
Revinate, Inc. (2)(12)
Software
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00% ETP, Due 6/1/23)
1,000
928
928
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 4.00% ETP, Due 11/1/23)
5,000
4,932
4,932
SIGNiX, Inc. (12)(15)
Software
Term Loan (12.69% cash (Libor + 11.00%; Floor 11.50%), 8.67% ETP, Due 2/1/20)
1,571
1,569
500
xAd, Inc. (2)(12)
Software
Term Loan (10.39% cash (Libor + 8.70%; Floor 10.00%), 4.75% ETP, Due 11/1/21)
4,583
4,533
4,533
Term Loan (10.39% cash (Libor + 8.70%; Floor 10.00%), 4.75% ETP, Due 11/1/21)
4,583
4,533
4,533
Term Loan (10.39% cash (Libor + 8.70%; Floor 10.00%), 4.75% ETP, Due 11/1/21)
2,750
2,720
2,720
Term Loan (10.39% cash (Libor + 8.70%; Floor 10.00%), 4.75% ETP, Due 11/1/21)
1,833
1,813
1,813
Total Non-Affiliate Debt Investments — Technology
159,751
156,052
Non-Affiliate Debt Investments — Healthcare information and services — 12.8% (8)
Kate Farms, Inc. (2)(12)
Other Healthcare
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00% ETP, Due 10/1/23)
5,000
4,852
4,852
Term Loan (9.75% cash (Libor + 7.45%; Floor 9.75%), 5.00% ETP, Due 10/1/23)
5,000
4,919
4,919
See Notes to Consolidated Financial Statements
106
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2019
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
HealthEdge Software, Inc. (2)(12)
Software
Term Loan (9.94% cash (Libor + 8.25%; Floor 9.25%), 3.00% ETP, Due 7/1/22)
3,571
3,533
3,533
Term Loan (9.94% cash (Libor + 8.25%; Floor 9.25%), 3.00% ETP, Due 1/1/23)
3,214
3,180
3,180
Term Loan (9.94% cash (Libor + 8.25%; Floor 9.25%), 3.00% ETP, Due 4/1/23)
3,482
3,444
3,444
Term Loan (9.94% cash (Libor + 8.25%; Floor 9.25%), 3.00% ETP, Due 1/1/24)
3,750
3,707
3,707
Total Non-Affiliate Debt Investments — Healthcare information and services
23,635
23,635
Total Non- Affiliate Debt Investments
286,185
282,486
Non-Affiliate Warrant Investments — 5.9% (8)
Non-Affiliate Warrants — Life Science — 0.7% (8)
Alpine Immune Sciences, Inc. (5)(12)
Biotechnology
4,632 Common Stock Warrants
122
—
Celsion Corporation (2)(5)(12)
Biotechnology
95,057 Common Stock Warrants
65
6
Corvium, Inc. (2)(12)
Biotechnology
661,956 Preferred Stock Warrants
52
20
Encore Dermatology, Inc. (2)(12)
Biotechnology
1,510,878 Preferred Stock Warrants
113
—
Espero BioPharma, Inc. (2)(5)(12)
Biotechnology
1,507,917 Common Stock Warrants
184
—
LogicBio, Inc. (2)(5)(12)
Biotechnology
7,843 Common Stock Warrants
8
3
Mustang Bio, Inc. (2)(5)(12)
Biotechnology
216,138 Common Stock Warrants
140
222
Rocket Pharmaceuticals Corporation (5)(12)
Biotechnology
7,051 Common Stock Warrants
17
16
Palatin Technologies, Inc. (2)(5)(12)
Biotechnology
274,725 Common Stock Warrants
20
16
Revance Therapeutics, Inc. (5)(12)
Biotechnology
34,113 Common Stock Warrants
68
77
Strongbridge U.S. Inc. (2)(5)(12)
Biotechnology
160,714 Common Stock Warrants
72
25
Sunesis Pharmaceuticals, Inc. (5)(12)
Biotechnology
2,050 Common Stock Warrants
5
—
vTv Therapeutics Inc. (2)(5)(12)
Biotechnology
95,293 Common Stock Warrants
44
—
Titan Pharmaceuticals, Inc. (2)(5)(12)
Drug Delivery
373,333 Common Stock Warrants
95
—
AccuVein Inc. (2)(12)
Medical Device
1,174,881 Preferred Stock Warrants
24
29
Aerin Medical, Inc. (2)(12)
Medical Device
1,818,183 Preferred Stock Warrants
66
69
Conventus Orthopaedics, Inc. (2)(12)
Medical Device
1,145,000 Preferred Stock Warrants
149
158
CSA Medical, Inc. (12)
Medical Device
1,260,345 Preferred Stock Warrants
147
146
CVRx, Inc.(2)(12)
Medical Device
750,000 Preferred Stock Warrants
76
84
Lantos Technologies, Inc. (2)(12)
Medical Device
560,832 Preferred Stock Warrants
253
44
MacuLogix, Inc. (2)(12)
Medical Device
454,460 Preferred Stock Warrants
238
154
Meditrina, Inc. (2)(12)
Medical Device
221,510 Preferred Stock Warrants
83
85
NinePoint Medical, Inc. (2)(12)
Medical Device
29,102 Preferred Stock Warrants
33
6
VERO Biotech LLC (2)(12)
Medical Device
408 Common Stock Warrants
53
55
Total Non-Affiliate Warrants — Life Science
2,127
1,215
Non-Affiliate Warrants — Technology — 4.8% (8)
Audacy Corporation (2)(12)
Communications
1,545,575 Preferred Stock Warrants
193
—
Intelepeer Holdings, Inc. (2)(12)
Communications
2,134,617 Preferred Stock Warrants
145
75
PebblePost, Inc. (2)(12)
Communications
598,850 Preferred Stock Warrants
93
159
Betabrand Corporation (2)(12)
Consumer-related Technologies
248,210 Preferred Stock Warrants
101
104
Caastle, Inc. (2)(12)
Consumer-related Technologies
268,591 Preferred Stock Warrants
67
832
Le Tote, Inc. (2)(12)
Consumer-related Technologies
202,974 Preferred Stock Warrants
63
361
Mohawk Group Holdings, Inc. (2)(12)
Consumer-related Technologies
76,923 Common Stock Warrants
195
2
Rhapsody International Inc. (2)(12)
Consumer-related Technologies
852,273 Common Stock Warrants
164
—
Updater, Inc.(2)(12)
Consumer-related Technologies
108,333 Common Stock Warrants
34
34
Canara, Inc. (2)(12)
Data Storage
500,000 Preferred Stock Warrants
242
288
Kaminario, Inc. (2)(12)
Data Storage
18,616,925 Preferred Stock Warrants
234
272
Global Worldwide LLC (2)(12)
Internet and Media
245,810 Preferred Stock Warrants
75
9
IgnitionOne, Inc. (2)(12)
Internet and Media
262,910 Preferred Stock Warrants
672
—
Rocket Lawyer Incorporated (2)(12)
Internet and Media
261,721 Preferred Stock Warrants
91
77
Skillshare, Inc. (2)(12)
Internet and Media
173,717 Preferred Stock Warrants
162
162
Verve Wireless, Inc. (2)(12)
Internet and Media
112,805 Common Stock Warrants
121
—
The NanoSteel Company, Inc. (2)(12)
Materials
467,277 Preferred Stock Warrants
233
7
Kinestral, Inc. (2)(12)
Power Management
3,454,774 Preferred Stock Warrants
606
606
Avalanche Technology, Inc. (2)(12)
Semiconductors
202,602 Preferred Stock Warrants
101
170
Soraa, Inc. (2)(12)
Semiconductors
203,616 Preferred Stock Warrants
80
—
Bridge2 Solutions, Inc. (2)(12)
Software
172,958 Common Stock Warrants
768
2,230
BSI Platform Holdings, LLC (2)(12)(13)
Software
187,500 Preferred Stock Warrants
26
20
Clarabridge, Inc. (12)
Software
53,486 Preferred Stock Warrants
17
106
Education Elements, Inc. (2)(12)
Software
238,121 Preferred Stock Warrants
28
23
Lotame Solutions, Inc. (2)(12)
Software
288,115 Preferred Stock Warrants
22
280
OutboundEngine, Inc. (2)(12)
Software
600,000 Preferred Stock Warrants
77
83
Revinate, Inc. (2)(12)
Software
459,770 Preferred Stock Warrants
36
38
Riv Data Corp. (2)(12)
Software
321,428 Preferred Stock Warrants
12
253
See Notes to Consolidated Financial Statements
107
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2019
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
ShopKeep.com, Inc. (2)(12)
Software
193,962 Preferred Stock Warrants
118
116
SIGNiX, Inc. (12)
Software
133,560 Preferred Stock Warrants
225
—
Skyword, Inc. (12)
Software
301,056 Preferred Stock Warrants
48
4
Sys-Tech Solutions, Inc. (2)(12)
Software
375,000 Preferred Stock Warrants
242
2,331
Weblinc Corporation (2)(12)
Software
195,122 Preferred Stock Warrants
42
—
xAd, Inc. (2)(12)
Software
4,343,348 Preferred Stock Warrants
177
249
Total Non-Affiliate Warrants — Technology
5,510
8,891
Non-Affiliate Warrants — Sustainability — 0.1% (8)
Tigo Energy, Inc. (2)(12)
Energy Efficiency
804,604 Preferred Stock Warrants
100
—
Total Non-Affiliate Warrants — Sustainability
100
—
Non-Affiliate Warrants — Healthcare information and services — 0.4% (8)
ProterixBio, Inc. (2)(12)
Diagnostics
2,676 Common Stock Warrants
42
—
Kate Farms, Inc. (2)(12)
Other Healthcare
69,137 Preferred Stock Warrants
86
86
Watermark Medical, Inc. (2)(12)
Other Healthcare
27,373 Preferred Stock Warrants
74
63
Catasys, Inc. (2)(5)(12)
Software
51,185 Common Stock Warrants
193
304
HealthEdge Software, Inc. (2)(12)
Software
205,481 Preferred Stock Warrants
84
73
Medsphere Systems Corporation (2)(12)
Software
7,097,792 Preferred Stock Warrants
60
197
Total Non-Affiliate Warrants — Healthcare information and services
539
723
Total Non-Affiliate Warrants
8,276
10,829
Non-Affiliate Other Investments — 0.3% (8)
ZetrOZ, Inc. (12)
Medical Device
Royalty Agreement
61
500
Total Non-Affiliate Other Investments
61
500
Non-Affiliate Equity — 0.3% (8)
Palatin Technologies, Inc. (2)(5)
Biotechnology
5,249 Common Stock
31
4
Revance Therapeutics, Inc.(5)
Biotechnology
5,125 Common Stock
73
83
Sunesis Pharmaceuticals, Inc. (5)
Biotechnology
13,082 Common Stock
83
4
SnagAJob.com, Inc. (12)
Consumer-related Technologies
82,974 Common Stock
9
84
Verve Wireless, Inc. (2)(12)
Internet and Media
100,598 Preferred Stock
224
—
Zeta Global Holdings Corp. (2)(12)
Internet and Media
18,405 Common Stock
240
240
Formetrix, Inc. (2)(12)
Materials
74,286 Common Stock
74
74
Total Non-Affiliate Equity
734
489
Total Non-Affiliate Portfolio Investment Assets
$
295,256
$
294,304
Non-controlled Affiliate Investments — 4.7% (8)
Non-controlled Affiliate Debt Investments — Technology — 3.2% (8)
Decisyon, Inc. (12)
Software
Term Loan (13.998% cash (Libor + 12.31%; Floor 12.50%), 12.00% ETP, Due 6/1/21)
$
1,206
$
1,206
$
1,206
Term Loan (14.41% cash (Libor + 12.31%; Floor 12.50%), 12.00% ETP, Due 6/1/21)
660
639
639
Term Loan (12.02% cash, Due 6/1/21)
234
234
234
Term Loan (12.03% cash, Due 6/1/21)
234
234
234
Term Loan (12.24% cash, Due 6/1/21)
704
704
704
Term Loan (13.08% cash, Due 6/1/21)
283
283
283
Term Loan (13.10% cash, Due 6/1/21)
187
187
187
StereoVision Imaging, Inc. (12)
Software
Term Loan (8.72% Cash (Libor + 7.03%; Floor 8.50%), 8.50% ETP, Due 9/1/21) (11)
2,783
2,382
2,382
Total Non-controlled Affiliate Debt Investments — Technology
5,869
5,869
Non-controlled Affiliate Warrants — Technology — 0.0% (8)
Decisyon, Inc. (12)
Software
82,967 Common Stock Warrants
46
—
Total Non-controlled Affiliate Warrants — Technology
46
—
Non-controlled Affiliate Equity — Technology — 1.5% (8)
Decisyon, Inc. (12)
Software
45,365,936 Common Stock
185
75
StereoVision Imaging, Inc. (12)
Software
1,943,572 Common Stock
791
2,653
Total Non-controlled Affiliate Equity
976
2,728
Total Non-controlled Affiliate Portfolio Investment Assets
$
6,891
$
8,597
Controlled Affiliate Investments — 9.0% (8)
Controlled Affiliate Equity — Financial — 9.0% (8)
Horizon Secured Loan Fund I LLC (12)(14)
Investment funds
$
16,684
$
16,650
Total Controlled Affiliate Equity
16,684
16,650
Total Controlled Affiliate Portfolio Investment Assets
$
16,684
$
16,650
Total Portfolio Investment Assets — 173.7% (8)
$
318,831
$
319,551
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2019
(In thousands)
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Investments (6)
Value
Short Term Investments — Unrestricted Investments — 5.3% (8)
US Bank Money Market Deposit Account
$
9,787
$
9,787
Total Short Term Investments —Unrestricted Investments
$
9,787
$
9,787
Short Term Investments — Restricted Investments—0.6% (8)
US Bank Money Market Deposit Account
$
1,133
$
1,133
Total Short Term Investments —Restricted Investments
$
1,133
$
1,133
(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 non-affiliate investments are investments in which the Company owns less than 5% of the voting securities of the portfolio company. All non-controlled affiliate investments are investments in which the Company owns 5% or more of the voting securities of the portfolio company but not more than 25% of the voting securities of the portfolio company. All controlled affiliate investments are investments in which the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement).
(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 ETPs, and any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees. Debt investments are at variable rates for the term of the debt investment, unless otherwise indicated. All debt investments based on the LIBOR are based on one-month LIBOR. For each debt investment, the current interest rate in effect as of December 31, 2019 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) As of December 31, 2019, 4.9% and 4.8% of the Company’s total assets on a cost and fair value basis, respectively, are in non-qualifying assets. 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 has a PIK feature.
(12) The fair value of the investment was valued using significant unobservable inputs.
See Notes to Consolidated Financial Statements
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(13) New Signature US, Inc. is a subsidiary of BSI Platform Holdings, LLC.
(14) On June 1, 2018, the Company entered into an agreement with Arena Sunset SPV, LLC (“Arena”) to co-invest through Horizon Secured Loan Fund I LLC (“HSLFI”), a joint venture, which is expected to make investments, either directly or indirectly through subsidiaries, primarily in the form of secured loans to development-stage companies in the technology, life science, healthcare information and services and sustainability industries. All HSLFI investment decisions require unanimous approval of a quorum of HSLFI’s board of managers, which consists of two representatives of the Company and Arena. Although the Company owns more than 25% of the voting securities of HSLFI, the Company does not have sole control over significant actions of HSLFI for purposes of the 1940 Act or otherwise.
(15) Debt investment is on non-accrual status as of December 31, 2019.
See Notes to Consolidated Financial Statements
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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 (including net 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 sustainability 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.
The Company formed Horizon Funding 2019-1 LLC (“2019-1 LLC”) as a Delaware limited liability company on May 2, 2019 and Horizon Funding Trust 2019-1 on May 15, 2019 (“2019-1 Trust” and, together with the 2019-1 LLC, the “2019-1 Entities”). The 2019-1 Entities are special purpose bankruptcy remote entities and are separate legal entities from the Company. The Company formed the 2019-1 Entities for purposes of securitizing the Asset-Backed Notes.
The Company formed Horizon Funding I, LLC (“HFI”) as a Delaware limited liability company on May 9, 2018, with HSLFI as its sole member. HFI is a special purpose bankruptcy-remote entity and is a separate legal entity from HSLFI. Any assets conveyed to HFI are not available to creditors of HSLFI or any other entity other than HFI’s lenders.
On April 21, 2020, the Company purchased all of the limited liability company interests of Arena in HSLFI, including, without limitation, undistributed amounts owed to Arena and interest accrued and unpaid on the debt investments of HSLFI through the date of purchase. As of April 21, 2020, HSLFI and its subsidiary, HFI, are consolidated by the Company.
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.
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-K 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, consisting solely of normal
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recurring accruals, 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.
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 wholly-owned subsidiaries in its consolidated financial statements. Although the Company owned more than 25% of the voting securities of HSLFI through April 21, 2020, the Company did not have sole control over significant actions of HSLFI for purposes of the 1940 Act or otherwise, and thus did not consolidate its interest prior to April 21, 2020.
Assets related to transactions that do not meet Accounting Standards Codification (“ASC”) Topic 860, Transfers and Servicing requirements for accounting sale treatment are reflected in the Company’s Consolidated Statements of Assets and Liabilities as investments. Those assets are owned by special purpose entities, including 2019-1 Entities, that are consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or any affiliate of the Company).
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 6. 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 6 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 sustainability 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.
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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 December 31, 2020, there were two investments on non-accrual status with a cost of $13.9 million and a fair value of $8.8 million. As of December 31, 2019, there were two investments on non-accrual status with a cost of $5.7 million and a fair value of $2.0 million. For the year ended December 31, 2020, the Company recognized, as interest income, payments of $0.03 million received from one portfolio company whose debt investment was on non-accrual status. For the years ended December 31, 2019 and 2018, the Company did not recognize any interest income from debt investments on non-accrual status.
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 years ended December 31, 2020, 2019 and 2018 was 5.8%, 5.3% and 6.5%, 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 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.
Prior to consolidating the investment in HSLFI on and after April 21, 2020, distributions from HSLFI were evaluated at the time of distribution to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company did not record distributions from HSLFI as dividend income unless there was sufficient accumulated tax-basis earnings and profit in HSLFI prior to distribution. Distributions that were classified as a return of capital were recorded as a reduction in the cost basis of the investment. For the period January 1, 2020 through April 21, 2020, HSLFI made no distributions classified as dividend income or a return of capital to the Company. For the year ended December 31, 2019, HSLFI distributed $0.7 million classified as dividend income to the Company. For the period June 1, 2018 (the commencement of HSLFI’s operations) through December 31, 2018, HSLFI distributed $0.3 million classified as dividend income to the Company.
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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.
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 December 31, 2020 and 2019 was $3.2 million and $3.3 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 December 31, 2020 and 2019 were $4.1 million and $3.1 million, respectively. The amortization expense for the years ended December 31, 2020, 2019 and 2018 was $1.0 million, $0.7 million and $0.6 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 the imposition of corporate-level income tax on the portion of its taxable 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 and determined without regard to any deduction for dividends paid, 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 ASC Topic 946, Financial Services — Investment Companies , as amended, of the Financial Accounting Standards Board’s (“FASB’s”), 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 fiscal 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 years ended December 31, 2020, 2019 and 2018, the Company reclassified $0.2 million, $0.2 million and $0.03 million, respectively, to paid-in capital from distributions in excess of net investment income, which related to excise taxes payable.
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 incur 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 years ended December 31, 2020, 2019 and 2018, $0.2 million, $0.2 million and $0.03 million, respectively, 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, Income Taxes , 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 December 31, 2020 and 2019. The Company’s income tax returns for the 2019, 2018 and 2017 tax years remain subject to examination by U.S. federal and state tax authorities.
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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 capital gains, if any, may be distributed, although the Company may decide to retain such net realized 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 issue new shares or purchase shares in the open market to fulfill its obligations under the plan.
Stockholders’ Equity
On March 26, 2019, the Company completed a follow-on public offering of 2,000,000 shares of its common stock at a public offering price of $12.14 per share, for total net proceeds to the Company of $23.1 million, after deducting underwriting commission and discounts and other offering expenses.
On August 2, 2019, the Company entered into an At-The-Market (“ATM”) sales agreement (the “Prior Equity Distribution Agreement”), with Goldman Sachs & Co. LLC and B. Riley FBR, Inc. (each a “Sales Agent” and, collectively, the “Sales Agents”). The Prior Equity Distribution Agreement provided that the Company may offer and sell its shares from time to time through the Sales Agents up to $50.0 million worth of its common stock, in amounts and at times to be determined by the Company.
On July 30, 2020, the Company terminated the Prior Equity Distribution Agreement and entered into a new ATM sales agreement (the “Equity Distribution Agreement”), with the Sales Agents. The remaining shares available under the Prior Equity Distribution Agreement are no longer available for issuance. The Equity Distribution Agreement provides that the Company may offer and sell its shares from time to time through the Sales Agents up to $100.0 million worth of its common stock, in amounts and at times to be determined by the Company. Sales of the Company’s common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market,” as defined in Rule 415 under the Securities Act, including sales made directly on the NASDAQ or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices.
During the year ended December 31, 2020, the Company sold 3,702,500 shares of common stock under the Prior Equity Distribution Agreement and the Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $44.6 million, including $1.0 million of offering expenses, from these sales. During the year ended December 31, 2019, the Company sold 2,012,844 shares of common stock under the Prior Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $24.0 million, including $0.6 million of offering expenses, from these sales.
The Company generally uses net proceeds from these offerings to make investments, to pay down liabilities and for general corporate purposes. As of December 31, 2020, shares representing approximately $76.0 million of its common stock remain available for issuance and sale under the Equity Distribution Agreement.
Stock Repurchase Program
On April 24, 2020, the Board extended a previously authorized 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 (the “Exchange Act”), and any applicable requirements of the 1940 Act. Unless extended by the Board, the repurchase program will terminate on the earlier of June 30, 2021 or the repurchase of $5.0 million of the Company’s common stock. During the years ended December 31, 2020, 2019 and 2018, the Company did not make any repurchases of its common stock. From the inception of the stock repurchase program through December 31, 2020, the
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Company repurchased 167,465 shares of its common stock at an average price of $11.22 on the open market at a total cost of $1.9 million.
Transfers of financial assets
Assets related to transactions that do not meet the requirements under ASC Topic 860, Transfers and Servicing for sale treatment under GAAP 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 issued accounting pronouncement
In March 2020, the FASB issued Accounting Standards Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another rate that is expected to be discontinued. The amendments in ASU 2020-04 are effective for all entities as of March 12, 2020 through December 31, 2022. The Company is currently assessing the impact of ASU 2020-04 and the LIBOR transition on its consolidated financial statements.
Note 3. Related party transactions
Investment Management Agreement
At a special meeting of the stockholders on October 30, 2018, the stockholders approved a new Investment Management Agreement which became effective on March 7, 2019. The new Investment Management Agreement replaced the previously effective Amended and Restated Investment Management Agreement dated as of October 28, 2010 and amended effective July 1, 2014. On October 26, 2020, the Board unanimously approved the renewal of the Investment Management Agreement. 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 SEC. 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.
Through October 30, 2018, the base management fee was calculated at an annual rate of 2.00% of the Company’s gross assets (less cash and cash equivalents) including any assets acquired with the proceeds of leverage. From and after October 31, 2018, the first date on which the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act applied to the Company, the base management fee was and will be calculated at an annual rate of 2.00% of the Company’s gross assets (less cash and cash equivalents) including any assets acquired with the proceeds of leverage; provided, that, to the extent the Company’s gross assets (less cash and cash equivalents) exceed $250 million, the base management fee on the amount of such excess over $250 million will be calculated at an annual rate of 1.60% of the Company’s gross
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assets (less cash and cash equivalents) including any assets acquired with the proceeds of leverage. The base management fee is payable monthly in arrears and is prorated for any partial month.
The base management fee payable at December 31, 2020 and 2019 was $0.6 million and $0.5 million, respectively. The base management fee expense was $6.5 million, $5.6 million and $4.6 million for the years ended December 31, 2020, 2019 and 2018, 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 PIK 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 hurdle rate of 1.75% (which is 7.00% annualized) of the Company’s net assets at the end of the immediately preceding calendar quarter, adjusted for any share issuances or repurchases during the relevant quarter, subject to 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.
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.
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”) includes 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
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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.
On March 5, 2019, the Advisor irrevocably waived the receipt of incentive fees related to the amounts previously deferred that it may be entitled to receive under the Investment Management Agreement for the period commencing on January 1, 2019 and ending on December 31, 2019. Such waived incentive fees will not be subject to recoupment. During the year ended December 31, 2019, the Advisor waived performance based incentive fees of $1.8 million which the Advisor would have otherwise been paid by the Company.
On March 6, 2018, the Advisor irrevocably waived the receipt of incentive fees related to the amounts previously deferred that it may be entitled to receive under the Investment Management Agreement for the period commencing on January 1, 2018 and ending on December 31, 2018. Such waived incentive fees are not subject to recoupment. During the years ended December 31, 2018, the Advisor waived performance based incentive fees of $1.2 million which the Advisor would have otherwise earned.
The net performance based incentive fee expense was $5.2 million, $5.1 million and $3.2 million for the years ended December 31, 2020, 2019 and 2018, respectively. The incentive fee on Pre-Incentive Fee Net Investment Income was not subject to the Incentive Fee Cap and Deferral Mechanism for the years ended December 31, 2020 and 2019. The incentive fee on Pre-Incentive Fee Net Investment Income was subject to the Incentive Fee Cap and Deferral Mechanism for the year ended December 31, 2018, which resulted in $0.2 million of reduced expense and additional net investment income. The performance based incentive fee payable at December 31, 2020 and 2019 was $1.0 million and $1.6 million, respectively. The entire incentive fee payable at December 31, 2020 and 2019 represented part one of the incentive fee.
Administration Agreement
The Company entered into an administration agreement (the “Administration Agreement”) with the Advisor to provide administrative services to the Company. For providing these services, facilities and personnel, the Company 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 $1.0 million, $0.9 million and $0.7 million for years ended December 31, 2020, 2019 and 2018, respectively.
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Note 4. Investments
The following table shows the Company’s investments as of December 31, 2020 and 2019:
December 31, 2020
December 31, 2019
Cost
Fair Value
Cost
Fair Value
(In thousands)
Investments
Debt
$
339,838
$
333,495
$
292,054
$
288,355
Warrants
7,520
14,031
8,322
10,829
Other
1,514
1,700
61
500
Equity
2,640
3,319
1,710
3,217
Equity interest in HSLFI
—
—
16,684
16,650
Total investments
$
351,512
$
352,545
$
318,831
$
319,551
The following table shows the Company’s investments by industry sector as of December 31, 2020 and 2019:
December 31, 2020
December 31, 2019
Cost
Fair Value
Cost
Fair Value
(In thousands)
Life Science
Biotechnology
$
46,669
$
46,898
$
42,886
$
42,265
Drug Delivery
—
—
1,628
1,533
Medical Device
109,330
110,567
60,660
60,807
Technology
Communications
270
351
4,561
1,734
Consumer-Related
60,349
60,847
43,412
44,196
Data Storage
23,429
23,824
24,928
25,012
Internet and Media
7,657
9,833
24,089
22,992
Materials
6,857
1,737
8,717
8,491
Networking
9,902
9,902
—
—
Power Management
1,585
1,326
11,813
11,813
Semiconductors
181
—
181
170
Software
60,238
60,755
54,998
59,530
Sustainability
Energy Efficiency
100
—
100
—
Healthcare Information and Services
Diagnostics
9,850
9,850
42
—
Other
14,989
15,985
9,931
9,920
Software
106
670
14,201
14,438
Investment funds
HSLFI
—
—
16,684
16,650
Total investments
$
351,512
$
352,545
$
318,831
$
319,551
Horizon Secured Loan Fund I LLC
On June 1, 2018, the Company and Arena formed a joint venture, HSLFI, to make investments, either directly or indirectly through subsidiaries, primarily in secured loans to development-stage companies in the technology, life science, healthcare information and services and sustainability industries. HSLFI was formed as a Delaware limited liability company and was not consolidated by either the Company or Arena for financial reporting purposes. On April 21, 2020, the Company purchased all of the limited liability company interests of Arena in HSLFI, including, without limitation, undistributed amounts owed to Arena and interest accrued and unpaid on the debt investments of HSLFI through the date of purchase, for $17.1 million. In addition, Arena received 50% of the warrants held by HSLFI or HFI at closing. As of April 21, 2020, HSLFI is wholly-owned by the Company and the assets and liabilities of HSLFI and HFI will be
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consolidated with the assets and liabilities of the Company. The transaction is accounted for as an asset acquisition under GAAP.
Investments held by HSLFI were measured at fair value using the same valuation methodology as described in Note 6. As of December 31, 2019, HSLFI had total assets of $48.3 million. HSLFI’s portfolio consisted of debt investments in eight portfolio companies as of December 31, 2019. As of December 31, 2019, the largest investment in a single portfolio company in the HSLFI’s portfolio in aggregate principal amount was $11.3 million and the five largest investments in portfolio companies in the HSLFI totaled $30.3 million. As of December 31, 2019, HSLFI had no investments on non-accrual status. HSLFI invested in portfolio companies in the same industries in which the Company may directly invest.
The Company invested cash or securities in portfolio companies in HSLFI in exchange for limited liability company equity interests in HSLFI. As of December 31, 2019, the Company and Arena each owned 50.0% of the equity interests of HSLFI. The Company had an original commitment to fund $25.0 million of equity interests in HSLFI. As of December 31, 2019, $9.8 million was unfunded. The Company’s investment in HSLFI consisted of an equity contribution of $15.2 million as of December 31, 2019. During the period January 1, 2020 through April 21, 2020, there were no distributions from HSLFI. During the year ended December 31, 2019, HSLFI distributed $1.4 million.
HFI entered into the NYL Facility with the NYL Noteholders for an aggregate purchase price of up to $100.0 million, with an accordion feature of up to $200.0 million at the mutual discretion and agreement of HSLFI and the NYL Noteholders. On June 1, 2018, HSLFI sold or contributed to HFI certain secured loans made to certain portfolio companies pursuant to a sale and servicing agreement with HFI, as Issuer, and the Company, as Servicer (the “Sale and Servicing Agreement”), as amended by that certain Amendment No. 1 to the Sale and Servicing Agreement, dated June 19, 2019 (the “Amendment No. 1”). Any notes issued by HFI were collateralized by all investments held by HFI and permitted an advance rate of up to 67% of the aggregate principal amount of eligible debt investments. The notes were issued pursuant to that certain indenture by and between HFI and U.S. Bank National Association, dated as of June 1, 2018 (the “Indenture”). Prior to June 5, 2020, the interest rate on the notes issued under the NYL Facility was based on the three year USD mid-market swap rate plus a margin of between 2.75% and 3.25% depending on the rating of such notes at the time of issuance. There were $15.0 million in advances made by the NYL Noteholders as of December 31, 2019 at an interest rate of 4.98%.
The following table shows HSLFI’s investments as of December 31, 2019:
Principal
Cost of
Fair
Portfolio Company (1)
Sector
Type of Investment (2)(3)(4)
Amount
Investments (5)
Value
(Dollars in thousands)
Debt Investments — Life science
Celsion Corporation (6)(7)(8)
Biotechnology
Term Loan (9.63% cash (Libor + 7.63%; Floor 9.63%), 4.00% ETP, Due 7/1/22)
$
2,500
$
2,464
$
2,464
Term Loan (9.63% cash (Libor + 7.63%; Floor 9.63%), 4.00% ETP, Due 7/1/22)
2,500
2,464
2,464
Encore Dermatology, Inc. (6)(7)
Biotechnology
Term Loan (10.00% cash (Libor + 7.50%; Floor 10.00%), 3.00% ETP, Due 4/1/23)
5,000
4,929
4,929
Mustang Bio, Inc. (6)(7)(8)
Biotechnology
Term Loan (9.00% cash (Libor + 6.50%; Floor 9.00%), 5.00% ETP, Due 10/1/22)
5,000
4,924
4,924
Total Debt Investments — Life science
14,781
14,781
Debt Investments — Technology
Bridge2 Solutions, LLC (6)(7)
Software
Term Loan (11.00% cash (Libor + 8.4%; Floor 11.00%), 2.00% ETP, Due 9/1/23)
500
481
481
New Signature US, Inc. (6)(7)(9)
Software
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%), 3.50% ETP, Due 7/1/22)
8,250
8,163
8,163
Term Loan (10.50% cash (Libor + 8.50%; Floor 10.50%), 3.50% ETP, Due 2/1/23)
3,000
2,961
2,961
OutboundEngine, Inc. (6)(7)
Software
Term Loan (11.15% cash (Libor + 8.40%; Floor 11.15%), 3.00% ETP, Due 7/1/23)
500
491
491
Revinate, Inc. (6)(7)
Software
Term Loan (9.50% cash (Libor + 7.00%; Floor 9.50%), 3.00% ETP, Due 6/1/23)
4,000
3,952
3,952
Total Debt Investments — Technology
16,048
16,048
Debt Investments — Healthcare information and services
HealthEdge Software, Inc. (6)(7)
Software
Term Loan (9.94% cash (Libor + 8.25%; Floor 9.25%), 3.00% ETP, Due 10/1/23)
3,750
3,709
3,709
Total Debt Investments — Healthcare information and services
3,709
3,709
Total Debt Investments
34,538
34,538
Warrant Investments — Life science
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Celsion Corporation (6)(7)(8)
Biotechnology
95,057 Common Stock Warrants
58
6
Encore Dermatology, Inc. (6)(7)
Biotechnology
503,626 Preferred Stock Warrants
38
—
Mustang Bio, Inc. (6)(7)(8)
Biotechnology
72,046 Common Stock Warrants
45
74
CSA Medical, Inc. (6)(7)
Medical Device
17,751 Preferred Stock Warrants
2
2
Total Warrant Investments — Life science
143
82
Warrant Investments — Technology
Intelepeer Holdings, Inc. (6)(7)
Communications
2,081,934 Preferred Stock Warrants
82
72
Bridge2 Solutions, LLC (6)(7)
Software
2,500 Common Stock Warrants
18
34
BSI Platform Holdings, LLC (6)(7)(9)
Software
562,500 Preferred Stock Warrants
77
62
OutboundEngine, Inc. (6)(7)
Software
40,000 Preferred Stock Warrants
5
6
Revinate Inc. (6)(7)
Software
216,362 Preferred Stock Warrants
16
18
Total Warrant Investments — Technology
198
192
Warrant Investments — Healthcare information and services
HealthEdge Software, Inc. (6)(7)
Software
47,418 Preferred Stock Warrants
16
17
Total Warrant Investments — Healthcare information and services
16
17
Total Warrant Investments
357
291
Total Portfolio Investment Assets
$
34,895
$
34,829
Short Term Investments — Unrestricted Investments
US Bank Money Market Deposit Account (6)
$
11,201
$
11,201
Total Short Term Investments — Unrestricted Investments
$
11,201
$
11,201
Short Term Investments — Restricted Money Market Funds
US Bank Money Market Deposit Account (6)
$
138
$
138
Total Short Term Investments — Restricted Money Market Funds
$
138
$
138
(1) All investments of HSLFI 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) All interest is payable in cash due monthly in arrears, unless otherwise indicated, and applies only to HSLFI’s debt investments. Interest rate is the annual interest rate on the debt investment and does not include ETPs and any additional fees related to the investments, such as deferred interest, commitment fees or prepayment fees. Debt investments are at variable rates for the term of the debt investment, unless otherwise indicated. All 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, 2019 is provided.
(3) 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.
(4) Warrants are non-income producing.
(5) For debt investments, represents principal balance less unearned income.
(6) Has been pledged as collateral under the NYL Facility.
(7) The fair value of the investment was valued using significant unobservable inputs.
(8) Portfolio company is a public company.
(9) New Signature US, Inc. is a subsidiary of BSI Platform Holdings, LLC.
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The following tables show certain summarized financial information for HSLFI as of December 31, 2019, for the period January 1, 2020 through April 21, 2020, for the year ended December 31, 2019 and for the period June 1, 2018 through December 31, 2018:
December 31,
2019
(In thousands)
Selected Statement of Assets and Liabilities Information
Total investments at fair value (cost of $34,895)
$
34,829
Cash and cash equivalents
503
Investments in money market funds
11,201
Restricted investments in money market funds
138
Interest receivable
477
Other assets
1,109
Total assets
$
48,257
Borrowings
$
14,955
Other liabilities
126
Total liabilities
15,081
Members’ equity
33,176
Total liabilities and members’ equity
$
48,257
For the period
For the period
January 1, 2020
For the year
June 1, 2018
through
ended
through
April 21, 2020
December 31, 2019
December 31, 2018
(In thousands)
Selected Statements of Operations Information
Interest income on investments
$
1,353
$
5,291
$
689
Total investment income
$
1,465
$
5,699
$
689
Total expenses
$
1,229
$
1,227
$
180
Net investment income
$
236
$
4,472
$
509
Net realized gain on investments
$
120
—
$
—
Net unrealized depreciation on investments
$
(392)
$
(28)
$
(37)
Net (decrease) increase in net assets resulting from operations
$
(36)
$
4,444
$
472
Note 5. Transactions with affiliated companies
A non-controlled affiliated company is generally a portfolio company in which the Company owns 5% or more of such portfolio company’s voting securities but not more than 25% of such portfolio company’s voting securities.
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Transactions related to investments in non-controlled affiliated companies for the year ended December 31, 2020 were as follows:
Year ended December 31, 2020
Fair value at
Transfers
Net
Fair value at
Portfolio
December 31,
Principal
in/(out) at
Discount
unrealized
December 31,
Net realized
Interest
Company
2019
Purchases
Payments
fair value
accretion
gain/(loss)
2020
gain/(loss)
income
(In thousands)
Decisyon, Inc.
$
1,206
$
—
$
(25)
$
—
$
—
$
—
$
1,181
$
—
$
165
639
(45)
(14)
—
46
—
626
—
87
234
—
(7)
—
—
—
227
—
27
234
—
(6)
—
—
—
228
—
27
704
—
(19)
—
—
—
685
—
83
283
—
(7)
—
—
—
276
—
35
187
—
(4)
—
—
—
183
—
23
75
45
—
—
—
—
120
—
—
StereoVision, Inc.
2,382
—
—
—
—
—
2,382
—
242
2,653
—
—
—
—
(1,014)
1,639
—
—
Total non-controlled affiliates
$
8,597
$
—
$
(82)
$
—
$
46
$
(1,014)
$
7,547
$
—
$
689
Transactions related to investments in non-controlled affiliated companies for the year ended December 31, 2019 were as follows:
Year ended December 31, 2019
Fair value at
Transfers
Net
Fair value at
Portfolio
December 31,
Principal
in/(out) at
Discount
unrealized
December 31,
Net realized
Interest
Company
2018
Purchases
Payments
fair value
accretion
gain/(loss)
2019
gain/(loss)
income
(In thousands)
Decisyon, Inc.
$
1,464
$
—
$
(316)
$
—
$
—
$
58
$
1,206
$
—
$
212
764
—
(173)
—
17
31
639
—
112
240
—
(16)
—
—
10
234
—
31
240
—
(16)
—
—
10
234
—
31
721
—
(46)
—
—
29
704
—
93
289
—
(17)
—
—
11
283
—
39
192
—
(13)
—
—
8
187
—
26
75
—
—
—
—
—
75
—
—
StereoVision, Inc.
2,798
—
(416)
—
—
—
2,382
—
295
791
—
—
—
—
1,862
2,653
—
—
Total non-controlled affiliates
$
7,574
$
—
$
(1,013)
$
—
$
17
$
2,019
$
8,597
$
—
$
839
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A controlled affiliated company is generally a portfolio company in which the Company owns more than 25% of such portfolio company’s voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions related to investments in controlled affiliated companies for the year ended December 31, 2020 were as follows:
Year ended December 31, 2020
Fair value at
Transfers
Net
Fair value at
Portfolio
December 31,
in/(out) at
Dividends
unrealized
Net realized
December 31,
Dividend
Company
2019
Purchases
Distributions
fair value
declared
gain/(loss)
gain/(loss)
2020
income
(In thousands)
HSLFI (1)
$
16,650
$
—
$
—
$
(16,498)
$
118
$
(12)
$
(258)
$
—
$
118
HESP LLC
—
—
—
1,500
—
—
—
1,500
—
Total controlled affiliates
$
16,650
$
—
$
—
$
(14,998)
$
118
$
(12)
$
(258)
$
1,500
$
118
(1) The Company and Arena were the members of HSLFI, a joint venture formed as a Delaware limited liability company that was not consolidated by either member for financial reporting purposes. The members provided cash or securities in portfolio companies to HSLFI in exchange for limited liability company equity interests. All HSLFI investment decisions required unanimous approval of a quorum of HSLFI’s board of managers, which consisted of two representatives of the Company and Arena. Because management of HSLFI was shared equally between the Company and Arena, the Company did not have sole control over significant actions of HSLFI for purposes of the 1940 Act or otherwise. On April 21, 2020, the Company purchased all of the limited liability company interests of Arena in HSLFI. As of December 31, 2020, HLSFI is consolidated by the Company.
Transactions related to investments in controlled affiliated companies for the year ended December 31, 2019 were as follows:
Year ended December 31, 2019
Fair value at
Transfers
Net
Fair value at
Portfolio
December 31,
in/(out) at
Dividends
unrealized
Net realized
December 31,
Dividend
Company
2018
Purchases
Distributions
fair value
declared
gain/(loss)
gain/(loss)
2019
income
(In thousands)
HSLFI (1)
$
13,243
$
1,900
$
(715)
$
—
$
2,236
$
(14)
$
—
$
16,650
$
2,236
Total controlled affiliates
$
13,243
$
1,900
$
(715)
$
—
$
2,236
$
(14)
$
—
$
16,650
$
2,236
(1) The Company and Arena were the members of HSLFI, a joint venture formed as a Delaware limited liability company that was not consolidated by either member for financial reporting purposes. The members provided cash or securities in portfolio companies to HSLFI in exchange for limited liability company equity interests. All HSLFI investment decisions required unanimous approval of a quorum of HSLFI’s board of managers, which consisted of two representatives of the Company and Arena. Because management of HSLFI was shared equally between the Company and Arena, the Company did not have sole control over significant actions of HSLFI for purposes of the 1940 Act or otherwise.
Note 6. 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
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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 in accordance with ASC Topic 820, Fair Value Measurement , 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 at least 25% (based on fair value) of the Company’s valuation of portfolio companies lacking readily available market quotations subject to review by an independent valuation firm.
Because there is not a readily available market value for most of the investments in its portfolio, the Company values substantially all of its portfolio investments at fair value as determined in good faith by the Board, as described herein. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of the Company’s investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that the Company may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If the Company was required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which the Company has recorded such portfolio investment.
Cash and interest receivable: The carrying amount is a reasonable estimate of fair value. These financial instruments are not recorded at fair value on a recurring basis and are categorized as Level 1 within the fair value hierarchy described above.
Money market funds: The carrying amounts are valued at their net asset value as of the close of business on the day of valuation. These financial instruments are recorded at fair value on a recurring basis and are categorized as Level 2 within the fair value hierarchy described above as these funds can be redeemed daily.
Debt investments: The fair value of debt investments is estimated by discounting the expected future cash flows using the year end rates at which similar debt investments would be made to borrowers with similar credit ratings and for the same remaining maturities. At December 31, 2020 and 2019, the hypothetical market yields used ranged from 10% to 23% and 10% to 16%, respectively. Significant increases (decreases) in this unobservable input would result in a significantly
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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 initial public offerings, and cancelled due to events such as bankruptcies, restructuring activities or additional financings. These events cause the expected remaining life assumption to be shorter than the contractual term of the warrants. Significant increases (decreases) in this unobservable input would result in significantly higher (lower) fair value measurement.
Under certain circumstances the Company may use an alternative technique to value warrants that better reflects the warrants’ fair value, such as an expected settlement of a warrant in the near term or a model that incorporates a put feature associated with the warrant. The fair value may be determined based on the expected proceeds to be received from such settlement or based on the net present value of the expected proceeds from the put option.
The fair value of the Company’s warrants held in publicly traded companies is determined based on inputs that are readily available in public markets or can be derived from information available in public markets. Therefore, the Company has categorized these warrants as Level 2 within the fair value hierarchy described above. The fair value of the Company’s warrants held in private companies is determined using both observable and unobservable inputs and represents management’s best estimate of what market participants would use in pricing the warrants at the measurement date. Therefore, the Company has categorized these warrants as Level 3 within the fair value hierarchy described above. These assets are recorded at fair value on a recurring basis.
Equity investments: The fair value of an equity investment in a privately held company is initially the face value of the amount invested. The Company adjusts the fair value of equity investments in private companies upon the completion of a new third-party round of equity financing. The Company may make adjustments to fair value, absent a new equity financing event, based upon positive or negative changes in a portfolio company’s financial or operational performance. Significant increases (decreases) in this unobservable input would result in a significantly higher (lower) fair value measurement. The Company has categorized these equity investments as Level 3 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 contractual agreement. The Company currently values these contractual agreements 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
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and probability weightings would result in a significantly higher or lower fair value measurement. The Company has categorized these other investments as Level 3 within the fair value hierarchy described above. These other investments are recorded at fair value on a recurring basis.
The following tables provide a summary of quantitative information about the Company’s Level 3 fair value measurements of its investments as of December 31, 2020 and 2019. 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 December 31, 2020:
December 31, 2020
Fair
Valuation Techniques/
Unobservable
Weighted
Investment Type
Value
Methodologies
Input
Range
Average (1)
(Dollars in thousands, except per share data)
Debt investments
$
324,670
Discounted Expected Future Cash Flows
Hypothetical Market Yield
10% – 23%
12
%
8,825
Liquidation Scenario
Probability Weighting
100%
100
%
Warrant investments
11,556
Black-Scholes Valuation Model
Price Per Share
$0.00 – $980.00
$
21.68
Average Industry Volatility
28%
28
%
Marketability Discount
20%
20
%
Estimated Time to Exit
1 to 4 years
3
years
1,180
Estimated Proceeds
Price Per Share
$3.41
$
3.41
Other investments
200
Multiple Probability Weighted Cash Flow Model
Discount Rate
25%
25
%
Probability Weighting
100%
100
%
1,500
Liquidation Scenario
Probability Weighting
50%
50
%
Equity investments
2,117
Last Equity Financing
Price Per Share
$0.00 – $13.04
$
2.49
Total Level 3 investments
$
350,048
(1) Weighted average is calculated by multiplying (a) the unobservable input for each investment in the investment type by (b) (1) the fair value of the related investment in the investment type divided by (2) the total fair value of the investment type.
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, 2019:
December 31, 2019
Fair
Valuation Techniques/
Unobservable
Weighted
Investment Type
Value
Methodologies
Input
Range
Average (1)
(Dollars in thousands, except per share data)
Debt investments
$
262,635
Discounted Expected Future Cash Flows
Hypothetical Market Yield
10% – 16%
12
%
13,864
Liquidation Scenario
Probability Weighting
13% – 100%
50
%
11,856
Multiple Probability Weighted Cash Flow Model
Probability Weighting
10% – 60%
38
%
Warrant investments
5,598
Black-Scholes Valuation Model
Price Per Share
$0.00 – $980.00
$
12.42
Average Industry Volatility
22%
22
%
Marketability Discount
20%
20
%
Estimated Time to Exit
1 to 4 years
3
years
Price Per Share
$6.22 – $12.90
$
9.48
4,561
Estimated Proceeds
Discount Rate
0% – 20%
10
%
Other investments
500
Multiple Probability Weighted Cash Flow Model
Discount Rate
25%
25
%
Probability Weighting
100%
100
%
Equity investments
3,125
Last Equity Financing
Price Per Share
$0.00 – $13.04
$
2.71
Total Level 3 investments
$
302,139
(1) Weighted average is calculated by multiplying (a) the unobservable input for each investment in the investment type by (b) (1) the fair value of the related investment in the investment type divided by (2) the total fair value of the investment type.
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Borrowings: The Key Facility and the NYL Facility approximate fair value due to the variable interest rate of the facilities and are categorized as Level 2 within the fair value hierarchy described above. Additionally, the Company considers its creditworthiness in determining the fair value of such borrowings. The fair value of the fixed-rate 2022 Notes (as defined in Note 7) is based on the closing public share price on the date of measurement. On December 31, 2020, the closing price of the 2022 Notes on the New York Stock Exchange was $25.60 per note, or $38.3 million. Therefore, the Company has categorized this borrowing as Level 1 within the fair value hierarchy described above. Based on market quotations on December 31, 2020, the Asset-Backed Notes (as defined in Note 7) were trading at par value, or $100.0 million, and are categorized as Level 3 within the fair value hierarchy described above. These borrowings are not recorded at fair value on a recurring basis.
Off-balance-sheet instruments: Fair values for off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standings. Therefore, the Company has categorized these instruments as Level 3 within the fair value hierarchy described above.
The following tables detail the assets that are carried at fair value and measured at fair value on a recurring basis as of December 31, 2020 and 2019 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:
December 31, 2020
Level 1
Level 2
Level 3
Total
(In thousands)
Investments in money market funds
$
—
$
27,199
$
—
$
27,199
Restricted investments in money market funds
$
—
$
1,057
$
—
$
1,057
Debt investments
$
—
$
—
$
333,495
$
333,495
Warrant investments
—
1,295
12,736
14,031
Other investments
—
—
1,700
1,700
Equity investments
1,202
—
2,117
3,319
Total investments
$
1,202
$
1,295
$
350,048
$
352,545
December 31, 2019
Level 1
Level 2
Level 3
Total
(In thousands)
Investments in money market funds
$
—
$
9,787
$
—
$
9,787
Restricted investments in money market funds
$
—
$
1,133
$
—
$
1,133
Debt investments
$
—
$
—
$
288,355
$
288,355
Warrant investments
—
670
10,159
10,829
Other investments
—
—
500
500
Equity investments
92
—
3,125
3,217
Equity interest in HSLFI (1)
—
—
—
16,650
Total investments
$
92
$
670
$
302,139
$
319,551
(1) The fair value of Company’s equity interest in HSLFI is determined using the net asset value of the Company’s ownership interest in member’s capital.
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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 year ended December 31, 2020:
Year ended December 31, 2020
Debt
Warrant
Equity
Other
Investments
Investments
Investments
Investments
Total
(In thousands)
Level 3 assets, beginning of period
$
288,355
$
10,159
$
3,125
$
500
$
302,139
Purchase of investments
215,059
—
—
—
215,059
Warrants and equity received and classified as Level 3
—
2,809
45
—
2,854
Principal payments received on investments
(146,216)
—
—
(42)
(146,258)
Proceeds from sale of investments
(36)
(7,995)
—
—
(8,031)
Net realized (loss) gain on investments
(19,634)
4,656
(225)
—
(15,203)
Unrealized (depreciation) appreciation included in earnings
(2,347)
3,049
(842)
(258)
(398)
Transfer of investment
(1,500)
(14)
14
1,500
—
Other
(186)
72
—
—
(114)
Level 3 assets, end of period
$
333,495
$
12,736
$
2,117
$
1,700
$
350,048
During the year ended December 31, 2020, there were no transfers in or out of Level 3.
The change in unrealized appreciation included in the consolidated statement of operations attributable to Level 3 investments still held at December 31, 2020 includes $6.5 million in unrealized depreciation on debt and other investments, $5.0 million in unrealized appreciation on warrant investments and $1.0 million in unrealized depreciation on equity investments.
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 year ended December 31, 2019:
Year ended December 31, 2019
Debt
Warrant
Equity
Other
Investments
Investments
Investments
Investments
Total
(In thousands)
Level 3 assets, beginning of period
$
216,401
$
8,632
$
1,289
$
7,640
$
233,962
Purchase of investments
200,832
—
—
—
200,832
Warrants and equity received and classified as Level 3
—
2,336
240
—
2,576
Principal payments received on investments
(129,079)
—
—
(111)
(129,190)
Proceeds from sale of investments
—
(3,369)
(45)
(150)
(3,564)
Net realized gain (loss) on investments
—
2,382
4
(6,994)
(4,608)
Unrealized (depreciation) appreciation included in earnings
(3,004)
407
1,637
4,615
3,655
Transfer out of Level 3
—
(190)
—
—
(190)
Transfer of investment
4,500
—
—
(4,500)
—
Other
(1,295)
(39)
—
—
(1,334)
Level 3 assets, end of period
$
288,355
$
10,159
$
3,125
$
500
$
302,139
During the year ended December 31, 2019, there was one transfer out of Level 3. The transfer out of Level 3 related to warrants held in one portfolio company with an aggregate fair value of $0.2 million that was transferred to Level 2 upon the portfolio company becoming a public company. During the year ended December 31, 2019, there were no transfers to Level 3.
The change in unrealized appreciation included in the consolidated statement of operations attributable to Level 3 investments still held at December 31, 2019 includes $3.1 million in unrealized depreciation on debt and other investments, $1.0 million in unrealized appreciation on warrant investments and $1.6 million in unrealized appreciation on equity investments.
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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 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 December 31, 2020 and 2019, all of the balances of all the Company’s financial instruments were recorded at fair value, except for the Company’s borrowings, as previously described.
Market risk
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.
Note 7. Borrowings
The following table shows the Company’s borrowings as of December 31, 2020 and 2019:
December 31, 2020
December 31, 2019
Total
Balance
Unused
Total
Balance
Unused
Commitment
Outstanding
Commitment
Commitment
Outstanding
Commitment
(In thousands)
Key Facility
$
125,000
$
28,000
$
97,000
$
125,000
$
17,000
$
108,000
NYL Facility
100,000
22,250
77,750
—
—
—
Asset-Backed Notes
100,000
100,000
—
100,000
100,000
—
2022 Notes
37,375
37,375
—
37,375
37,375
—
Total before debt issuance costs
362,375
187,625
174,750
262,375
154,375
108,000
Unamortized debt issuance costs attributable to term borrowings
—
(1,806)
—
—
(2,325)
—
Total borrowings outstanding, net
$
362,375
$
185,819
$
174,750
$
262,375
$
152,050
$
108,000
On March 23, 2018, the Small Business Credit Availability Act was signed into law as part of an omnibus spending bill, which, among other things, amends the 1940 Act to reduce the minimum required asset coverage applicable to BDCs under the 1940 Act from 200% to 150% if certain approval and disclosure requirements are met. Before such reduced asset coverage requirement can apply to the Company, such reduced asset coverage requirement must be approved by either (a) a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board, in which case such reduced asset coverage requirement would take effect on the first anniversary of the date of such Board approval, or (b) a majority of votes cast by the stockholders of the Company at a special or annual meeting at which a quorum is present, in which case such reduced asset coverage requirement shall take effect on the day after such approval. On June 7, 2018, a “required majority” of the Board approved the reduced asset coverage requirements and separately recommended that the Company’s stockholders approve the reduced asset coverage requirements at a special meeting of the Company’s stockholders. The Company held a special meeting on October 30, 2018 during which the reduced asset coverage requirements were approved by stockholders. The reduced asset coverage requirements took effect October 31, 2018.
As of December 31, 2020, with certain limited exceptions, as a BDC, the Company is only allowed to borrow amounts such that the Company’s asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings. As of December 31, 2020, the asset coverage for borrowed amounts was 213%.
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The Company entered into the Key Facility with Key effective November 4, 2013. On June 29, 2020, the Company amended the Key Facility, among other things, to amend the LIBOR floor from 0.75% to 1.00% and to extend the revolving period to September 30, 2021. The Key Facility has an accordion feature which allows for an increase in the total loan commitment to $150 million from the $125 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 is scheduled to mature on April 6, 2023. The interest rate is based upon the one-month LIBOR, plus a spread of 3.25%, with a LIBOR floor of 1.00%. The LIBOR rate was 0.14% and 1.76% on December 31, 2020 and 2019, respectively. The average interest rate for the years ended December 31, 2020 and 2019 was 4.38% and 5.51%, respectively. The Key Facility requires the payment of an unused line fee in an amount up to 0.50% on an annualized basis of any unborrowed amount available under the facility. As of December 31, 2020 and 2019, the Company had borrowing capacity under the Key Facility of $97.0 million and $108.0 million, respectively. At December 31, 2020 and 2019, $24.8 million and $24.2 million, respectively, was available for borrowing, subject to existing terms and advance rates.
On September 29, 2017, the Company issued and sold an aggregate principal amount of $32.5 million of 6.25% notes due in 2022 and on October 11, 2017, pursuant to the underwriters’ 30 day option to purchase additional notes, the Company sold an additional $4.9 million of such notes (collectively, the “2022 Notes”). The 2022 Notes have a stated maturity of September 15, 2022 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after September 15, 2019 at a redemption price of $25 per security plus accrued and unpaid interest. The 2022 Notes bear interest at a rate of 6.25% per year, payable quarterly on March 15, June 15, September 15 and December 15 of each year. The 2022 Notes are the Company’s direct unsecured obligations and (i) rank equally in right of payment with the Company’s current and 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 2022 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 December 31, 2020, the Company was in material compliance with the terms of the 2022 Notes. The 2022 Notes are listed on the New York Stock Exchange under the symbol “HTFA”.
On August 13, 2019, the Company completed a term debt securitization in connection with which an affiliate of the Company made an offering of the Asset-Backed Notes. The Asset-Backed Notes were rated A+(sf) by Morningstar Credit Ratings, LLC. There has been no change in the rating since August 13, 2019.
The Asset-Backed Notes were issued by the 2019-1 Trust pursuant to a note purchase agreement, dated as of August 13, 2019, by and among the Company and Keybanc Capital Markets Inc. as Initial Purchaser, and are backed by a pool of loans made to certain portfolio companies of the Company and secured by certain assets of those portfolio companies and are to be serviced by the Company. Interest on the Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 4.21% per annum. The reinvestment period of the Asset-Backed Notes ends July 15, 2021 and the maturity is September 15, 2027.
As of December 31, 2020 and 2019, the Asset-Backed Notes had an outstanding principal balance of $100.0 million.
Under the terms of the Asset-Backed Notes, the Company is required to maintain a reserve cash balance, funded through proceeds from the sale of the Asset-Backed Notes, which may be used to pay monthly interest and principal payments on the Asset-Backed Notes. The Company has segregated these funds and classified them as restricted investments in money market funds. At December 31, 2020 and 2019, there was approximately $1.0 million and $1.1 million of restricted investments, respectively.
On April 21, 2020, the Company purchased all of the limited liability company interests of Arena in HSLFI, which is a party to the NYL Facility. HFI entered into the NYL Facility with the NYL Noteholders for an aggregate purchase price of up to $100.0 million, with an accordion feature of up to $200.0 million at the mutual discretion and agreement of HSLFI and the NYL Noteholders. On June 1, 2018, HSLFI sold or contributed to HFI certain secured loans made to certain portfolio companies pursuant to the Sale and Servicing Agreement. Any notes issued by HFI are collateralized by all
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investments held by HFI and permit an advance rate of up to 67% of the aggregate principal amount of eligible debt investments. The notes were issued pursuant to the Indenture.
On June 5, 2020, the Company amended the NYL Facility to extend the investment period to June 5, 2022. The investment period will be followed by a five year amortization period. The stated final payment date was extended to June 15, 2027, subject to any extension of the investment period. The interest rate on the notes issued under the NYL Facility is based on the three year USD mid-market swap rate plus a margin of between 3.55% and 5.15% with an interest rate floor, depending on the rating of such notes at the time of issuance. Any obligation to make additional advances was conditioned on the occurrence of certain conditions, which were satisfied June 26, 2020. There were $22.3 million in advances made by the NYL Noteholders as of December 31, 2020 at an interest rate of 4.60%. As of December 31, 2020, the Company had borrowing capacity under the NYL Facility of $77.7 million. At December 31, 2020, $0.9 million was available for borrowing, subject to existing terms and advance rates.
The following table shows information about our senior securities as of December 31, 2020, 2019, 2018, 2017 and 2016:
Total Amount
Outstanding
Involuntary
Average
Exclusive of
Asset
Liquidation
Market
Treasury
Coverage
Preference
Value per
Class and Year
Securities (1)
per Unit (2)
per Unit (3)
Unit (4)
(In thousands, except unit data)
Credit facilities
2020
$
50,250
$
7,965
—
N/A
2019
$
17,000
$
19,908
—
N/A
2018
$
90,500
$
2,896
—
N/A
2017
$
58,000
$
3,973
—
N/A
2016
$
63,000
$
3,733
—
N/A
2022 Notes
2020
$
37,375
$
10,708
—
$
24.60
2019
$
37,375
$
9,055
—
$
25.53
2018
$
37,375
$
7,014
—
$
25.52
2017
$
37,375
$
6,166
—
$
25.66
2019 Notes
2020
—
—
—
—
2019
—
—
—
—
2018
—
—
—
—
2017
—
—
—
2016
$
33,000
$
7,127
—
$
25.42
2019-1 Securitization
2020
$
100,000
$
4,002
—
N/A
2019
$
100,000
$
3,384
—
N/A
Total senior securities
2020
$
187,625
$
2,133
—
N/A
2019
$
154,375
$
2,192
—
N/A
2018
$
127,875
$
2,050
—
N/A
2017
$
95,375
$
2,416
—
N/A
2016
$
96,000
$
2,450
—
N/A
(1) Total amount of senior securities outstanding at the end of the period presented.
(2) Asset coverage per unit is the ratio of the original cost less accumulated depreciation, amortization or impairment of the Company’s total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
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(3) The amount which the holder of such class of senior security would be entitled upon the voluntary liquidation of the applicable issuer in preference to any security junior to it. The “ — ” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of securities.
(4) Not applicable to the Company’s credit facilities and 2019-1 Securitization because such securities are not registered for public trading.
Note 8. Federal income tax
The Company has elected to be treated as a RIC under Subchapter M of the Code and to distribute substantially all of its taxable income. Accordingly, no provision for federal, state or local income tax has been recorded in the financial statements. Taxable income differs from net increase in net assets resulting from operations primarily due to unrealized appreciation on investments as investment gains and losses are not included in taxable income until they are realized.
The following table reconciles net increase in net assets resulting from operations to taxable income:
Years Ended December 31,
2020
2019
2018
(In thousands)
Net increase in net assets resulting from operations
$
6,364
$
19,498
$
13,010
Net unrealized (appreciation) depreciation on investments
(313)
(3,201)
1,501
Other book-tax differences
782
988
199
Change in capital loss carry forward
14,698
4,173
(645)
Taxable income before deductions for distributions
$
21,531
$
21,458
$
14,065
The tax characters of distributions paid are as follows:
Years Ended December 31,
2020
2019
2018
(In thousands)
Ordinary income
$
21,952
$
16,159
$
13,834
Total
$
21,952
$
16,159
$
13,834
The components of undistributed ordinary income earnings on a tax basis were as follows:
As of December 31,
2020
2019
2018
(In thousands)
Undistributed ordinary income
$
6,242
$
6,536
$
1,269
Long term capital loss carry forward
(59,928)
(45,230)
(41,057)
Unrealized appreciation
9,578
8,352
5,237
Unrealized depreciation
(8,545)
(7,596)
(7,717)
Other temporary differences
5,983
4,700
3,123
Total
$
(46,670)
$
(33,238)
$
(39,145)
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 incur a 4% excise tax on such income, as required. For the years ended December 31, 2020 and 2019, the Company elected to carry forward taxable income in excess of current year distributions of $6.2 million and $6.5 million, respectively. At December 31, 2020 and 2019, a provision for excise tax of $0.2 million was recorded.
Capital losses in excess of capital gains earned in a tax year may generally be carried forward, without expiration, and used to offset capital gains, subject to certain limitations. During the years ended December 31, 2020, 2019 and 2018, the Company did not use any of its capital loss carry forward to offset capital gains.
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For federal income tax purposes, the tax cost of investments at December 31, 2020 and 2019 was $351.5 million and $318.8 million, respectively. The gross unrealized appreciation on investments at December 31, 2020 and 2019 was $9.6 million and $8.4 million, respectively. The gross unrealized depreciation on investments at December 31, 2020 and 2019 was $8.5 million and $7.6 million, respectively.
Note 9. 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 $91.5 million and $49.5 million as of December 31, 2020 and 2019, 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. This includes the undrawn revolver commitments discussed in Note 4.
The following table provides the Company’s unfunded commitments by portfolio company as of December 31, 2020:
December 31, 2020
Fair Value of
Unfunded
Principal
Commitment
Balance
Liability
(In thousands)
Alula Holdings Inc.
$
2,000
$
27
Canary Medical Inc.
7,500
102
Castle Creek Biosciences, Inc.
5,000
54
Ceribell, Inc.
10,000
64
Emalex Biosciences, Inc.
10,000
103
Getaround, Inc.
7,000
168
IDbyDNA, Inc.
5,000
68
Keypath Education Holdings, LLC
5,000
103
Liqid, Inc.
10,000
54
LogicBio, Inc.
5,000
—
Provivi, Inc.
10,000
149
Revinate, Inc.
5,000
60
Sonex Health, Inc.
5,000
81
Topia Mobility Inc.
5,000
78
Total
$
91,500
$
1,111
The table above also provides the fair value of the Company’s unfunded commitment liability as of December 31, 2020 which totaled $1.1 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 10. 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 sustainability industries. Many of these companies may have relatively limited operating histories and also may experience variation in operating results.
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Many of these companies conduct business in regulated industries and could be affected by changes in government regulations. Most of the Company’s borrowers will need additional capital to satisfy their continuing working capital needs and other requirements, and in many instances, to service the interest and principal payments on the loans.
The Company’s largest debt investments may vary from year to year as new debt investments are recorded and existing debt investments are repaid. The Company’s five largest debt investments, at cost, represented 28% of total debt investments outstanding as of December 31, 2020 and 2019. No single debt investment represented more than 10% of the total debt investments as of December 31, 2020 or 2019. 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 23%, 17% and 25% of total interest and fee income on investments for the years ended December 31, 2020, 2019 and 2018, respectively.
Note 11. Distributions
The Company’s distributions are recorded on the declaration date. The following table summarizes the Company’s distribution activity for the years ended December 31, 2020 and 2019:
DRIP
DRIP
Date
Amount
Cash
Shares
Share
Declared
Record Date
Payment Date
Per Share
Distribution
Issued
Value
(In thousands, except share and per share data)
Year Ended December 31, 2020
10/26/2020
2/19/21
3/16/21
$
0.10
$
—
—
$
—
10/26/2020
1/20/21
2/17/21
0.10
1,904
1,681
25
10/26/2020
12/17/20
1/15/21
0.10
1,903
1,909
26
7/24/20
11/18/20
12/15/20
0.10
1,862
1,699
22
7/24/20
10/20/20
11/16/20
0.10
1,815
1,730
21
7/24/20
9/17/20
10/16/20
0.10
1,813
1,674
22
4/24/20
8/18/20
9/15/20
0.10
1,745
1,588
19
4/24/20
7/17/20
8/14/20
0.10
1,710
1,586
20
4/24/20
6/18/20
7/15/20
0.10
1,703
1,710
20
2/28/20
5/19/20
6/16/20
0.10
1,667
1,646
18
2/28/20
4/17/20
5/15/20
0.10
1,667
1,879
19
2/28/20
3/18/20
4/15/20
0.15
2,496
3,144
30
$
1.25
$
20,285
20,246
$
242
Year Ended December 31, 2019
10/25/19
2/19/20
3/16/20
$
0.10
$
1,659
1,561
$
18
10/25/19
1/17/20
2/14/20
0.10
1,660
1,234
17
10/25/19
12/18/19
1/15/20
0.10
1,519
1,115
15
7/26/19
11/19/19
12/16/19
0.10
1,467
1,215
15
7/26/19
10/18/19
11/15/19
0.10
1,442
1,226
16
7/26/19
9/19/19
10/16/19
0.10
1,412
1,258
15
4/26/19
8/19/19
9/17/19
0.10
1,366
1,274
15
4/26/19
7/18/19
8/15/19
0.10
1,339
1,261
15
4/26/19
6/19/19
7/16/19
0.10
1,338
1,339
16
3/1/19
5/17/19
6/17/19
0.10
1,339
1,308
15
3/1/19
4/18/19
5/15/19
0.10
1,332
1,885
22
3/1/19
3/19/19
4/16/19
0.10
1,139
1,199
15
$
1.20
$
17,012
15,875
$
194
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On February 26, 2021, the Board declared monthly distributions per share, payable as set forth in the following table:
Ex-Dividend Date
Record Date
Payment Date
Distributions Declared
March 17, 2021
March 18, 2021
April 16, 2021
$
0.10
April 19, 2021
April 20, 2021
May 14, 2021
$
0.10
May 17, 2021
May 18, 2021
June 15, 2021
$
0.10
After paying distributions of $1.25 per share deemed paid for tax purposes in 2020, declaring on October 26, 2020 a distribution of $0.10 per share payable January 15, 2021, and taxable earnings of $1.23 per share in 2020, the Company’s undistributed spillover income as of December 31, 2020 was $0.32 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 12. Subsequent events
Subsequent to December 31, 2020 pursuant to private foreclosure sales, the Company has received net proceeds of approximately $1.7 million from the sale of substantially all of the assets of The NanoSteel Company, Inc. (“NanoSteel”), which assets collateralized the Company’s debt investment in NanoSteel. The Company does not expect to receive any additional material proceeds from the sale of additional assets of NanoSteel.
On January 14, 2021, the Company funded a $5.0 million debt investment to a new portfolio company, Clara Foods Co.
On January 15, 2021, the Company funded a $7.0 million debt investment to a new portfolio company, Supply Network Visibility Holdings LLC.
On February 23, 2021, the Company funded a $7.0 million debt investment to an existing portfolio company, Getaround, Inc.
On February 25, 2021, the Company funded a $6.0 million debt investment to a new portfolio company, Primary Kids, Inc.
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Note 13. Financial highlights
The following table shows financial highlights for the Company:
Year ended December 31,
2020
2019
2018
2017
2016
(In thousands, except share and per share data)
Per share data:
Net asset value at beginning of period
$
11.83
$
11.64
$
11.72
$
12.09
$
13.85
Net investment income
1.18
1.52
1.20
1.07
1.48
Realized (loss) gain on investments
(0.84)
(0.31)
0.06
(1.84)
(0.67)
Unrealized appreciation (depreciation) on investments
0.02
0.24
(0.13)
1.60
(1.24)
Net increase (decrease) in net assets resulting from operations
0.36
1.45
1.13
0.83
(0.43)
Distributions declared (1)
(1.25)
(1.20)
(1.20)
(1.20)
(1.34)
From net investment income
(1.25)
(1.20)
(1.20)
(1.20)
(1.34)
From net realized gain on investments
—
—
—
—
—
Return of capital
—
—
—
—
—
Net accretion from repurchase of common stock
—
—
—
—
0.01
Other (2)
0.08
(0.06)
(0.01)
—
—
Net asset value at end of period
$
11.02
$
11.83
$
11.64
$
11.72
$
12.09
Per share market value, beginning of period
$
12.93
$
11.25
$
11.22
$
10.53
$
11.73
Per share market value, end of period
$
13.24
$
12.93
11.25
11.22
10.53
Total return based on a market value (3)
12.1
%
25.6
%
11.0
%
17.9
%
1.5
%
Shares outstanding at end of period
19,286,356
15,563,290
11,535,129
11,520,406
11,510,424
Ratios, net of waivers, to average net assets:
Expenses without incentive fees
10.0
%
10.8
%
10.4
%
8.6
%
9.2
%
Incentive fees
2.6
%
3.2
%
2.4
%
1.2
%
1.4
%
Net expenses
12.6
%
14.0
%
12.8
%
9.8
%
10.6
%
Net investment income with incentive fees
10.4
%
12.8
%
10.3
%
9.0
%
11.4
%
Ratios, without waivers, to average net assets:
Expenses without incentive fees (4)
10.0
%
10.8
%
10.4
%
8.6
%
9.2
%
Incentive fees (4)
2.6
%
4.4
%
3.3
%
1.3
%
1.4
%
Net expenses (4)
12.6
%
15.2
%
13.7
%
9.9
%
10.6
%
Net investment income with incentive fees (4)
10.4
%
11.6
%
9.4
%
8.9
%
11.4
%
Net assets at the end of the period
$
212,597
$
184,055
$
134,257
$
135,075
$
139,192
Average net asset value
$
199,302
$
160,008
$
134,364
$
137,293
$
150,612
Average debt per share
$
9.97
$
10.05
$
8.62
$
6.60
$
8.91
Portfolio turnover ratio
38.7
% (5)
82.0
% (6)
50.4
% (6)
79.4
% (6)
27.1
% (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) During the years ended December 31, 2019, 2018 and 2017, the Advisor waived $1.8 million, $1.2 million and $0.1 million, respectively, of incentive fee.
(5) Calculated by dividing the lesser of purchases or the sum of (1) principal prepayments and (2) maturities by the monthly average debt investment balance
(6) Calculated by dividing net debt investment purchases by the monthly average debt investment balance.
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Note 14. Summarized financial information for HSLFI
Horizon Secured Loan Fund I
Statements of Assets and Liabilities
(Dollars in thousands)
December 31,
2019
Assets
Investments at fair value (cost of $34,895)
$
34,829
Investments in money market funds
11,201
Cash and cash equivalents
503
Restricted investments in money market funds
138
Interest receivable
477
Other assets
1,109
Total assets
$
48,257
Liabilities
Borrowings
$
14,955
Other liabilities
126
Total liabilities
15,081
Commitments and contingencies
Members’ Capital
Members’ capital
33,176
Total members’ capital
33,176
Total liabilities and members’ capital
$
48,257
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Horizon Secured Loan Fund I
Statements of Operations
(Dollars in thousands)
For the period
For the period
January 1, 2020
For the year
June 1, 2018
through
ended
through
April 21
December 31
December 31
2020
2019
2018
Investment income
Interest income
$
1,353
$
5,291
$
689
Prepayment fee income
112
389
—
Fee income
—
19
—
Total investment income
1,465
5,699
689
Expenses
Interest expense
1,165
1,101
140
General and administrative
64
126
40
Total expenses
1,229
1,227
180
Net investment income
236
4,472
509
Net realized and unrealized loss on investments
Net realized gain on investments
120
—
—
Net realized gain on investments
120
—
—
Net unrealized depreciation on investments
(392)
(28)
(37)
Net unrealized depreciation on investments
(392)
(28)
(37)
Net realized and unrealized loss on investments
(272)
(28)
(37)
Net (decrease) increase in net assets resulting from operations
$
(36)
$
4,444
$
472
Note 15. Selected quarterly financial data (unaudited)
December 31,
September 30,
June 30,
March 31,
2020
2020
2020
2020
(In thousands, except per share data)
Total investment income
$
10,066
$
12,331
$
13,524
$
10,114
Net investment income
$
3,901
$
5,860
$
6,706
$
4,282
Net realized and unrealized (loss) gain
$
(1,504)
$
(9,110)
$
1,219
$
(4,990)
Net increase (decrease) in net asset resulting from operations
$
2,397
$
(3,250)
$
7,925
$
(708)
Net investment income per share (1)
$
0.21
$
0.34
$
0.40
$
0.26
Net increase (decrease) in net assets per share (1)
$
0.13
$
(0.19)
$
0.47
$
(0.04)
Net asset value per share at period end (2)
$
11.02
$
11.17
$
11.64
$
11.48
December 31,
September 30,
June 30,
March 31,
2019
2019
2019
2019
(In thousands, except per share data)
Total investment income
$
12,975
$
11,375
$
10,470
$
8,306
Net investment income
$
6,452
$
5,773
$
5,012
$
3,233
Net realized and unrealized gain (loss)
$
277
$
(567)
$
(474)
$
(208)
Net increase in net asset resulting from operations
$
6,729
$
5,206
$
4,538
$
3,025
Net investment income per share (1)
$
0.43
$
0.42
$
0.37
$
0.28
Net increase in net assets per share (1)
$
0.45
$
0.38
$
0.34
$
0.26
Net asset value per share at period end (2)
$
11.83
$
11.67
$
11.60
$
11.55
(1) Based on weighted average shares outstanding for the respective period.
(2) Based on shares outstanding at the end of the respective period.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.