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, 2021 and 2020, 100% and 100%, 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 the Prime Rate as published in the Wall Street Journal.
Based on our December 31, 2021 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, 2021, 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
$
11,506
$
1,220
$
10,286
Up 200 basis points
$
7,163
$
678
$
6,485
Up 100 basis points
$
3,312
$
136
$
3,176
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 2026 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 an interest rate floor of 4.25% per annum, based on a prime rate 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” 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
86
Report of Independent Registered Public Accounting Firm
87
Consolidated Statements of Assets and Liabilities as of December 31, 2021 and 2020
89
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019
90
Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2021, 2020 and 2019
91
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
92
Consolidated Schedules of Investments as of December 31, 2021 and 2020
93
Notes to the Consolidated Financial Statements
105
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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, 2021. 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, 2021, 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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, by correspondence with the custodians 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 $457.6 million as of December 31, 2021.
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
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flows, hypothetical market 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.
Hartford, Connecticut
March 1, 2022
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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,
December 31,
2021
2020
Assets
Non-affiliate investments at fair value (cost of $452,387 and $343,158, respectively)
$
458,075
$
343,498
Non-controlled affiliate investments at fair value (cost of $0 and $6,854, respectively) (Note 5)
—
7,547
Controlled affiliate investments at fair value (cost of $1,450 and $1,500, respectively) (Note 5)
—
1,500
Total investments at fair value (cost of $453,837 and $351,512, respectively) (Note 4)
458,075
352,545
Cash
38,054
19,502
Investments in money market funds
7,868
27,199
Restricted investments in money market funds
1,359
1,057
Interest receivable
6,154
4,946
Other assets
2,450
1,908
Total assets
$
513,960
$
407,157
Liabilities
Borrowings (Note 7)
$
257,613
$
185,819
Distributions payable
6,365
5,786
Base management fee payable (Note 3)
706
563
Incentive fee payable (Note 3)
2,015
975
Other accrued expenses
1,926
1,417
Total liabilities
268,625
194,560
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, 2021 and December 31, 2020
—
—
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 21,384,925 and 19,453,821 shares issued and 21,217,460 and 19,286,356 shares outstanding as of December 31, 2021 and December 31, 2020, respectively
22
19
Paid-in capital in excess of par
301,359
271,287
Distributable earnings
(56,046)
(58,709)
Total net assets
245,335
212,597
Total liabilities and net assets
$
513,960
$
407,157
Net asset value per common share
$
11.56
$
11.02
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,
2021
2020
2019
Investment income
Interest income on investments
Interest income on non-affiliate investments
$
54,159
$
41,503
$
36,247
Interest income on affiliate investments
252
689
839
Total interest income on investments
54,411
42,192
37,086
Fee income
Prepayment fee income on non-affiliate investments
4,111
2,345
2,296
Fee income on non-affiliate investments
1,481
1,335
1,490
Fee income on affiliate investments
12
45
17
Total fee income
5,604
3,725
3,803
Dividend income
Dividend income on controlled affiliate investments
—
118
2,236
Total dividend income
—
118
2,236
Total investment income
60,015
46,035
43,125
Expenses
Interest expense
12,034
9,673
8,330
Base management fee (Note 3)
7,617
6,458
5,556
Performance based incentive fee (Note 3)
7,055
5,187
6,966
Administrative fee (Note 3)
1,285
1,016
907
Professional fees
1,892
1,540
1,537
General and administrative
1,511
1,190
968
Total expenses
31,394
25,064
24,264
Performance based incentive fee waived (Note 3)
—
—
(1,848)
Net expenses
31,394
25,064
22,416
Net investment income before excise tax
28,621
20,971
20,709
Provision for excise tax
401
222
239
Net investment income
28,220
20,749
20,470
Net realized and unrealized loss
Net realized loss on non-affiliate investments
(2,858)
(14,686)
(4,173)
Net realized loss on non-controlled affiliate investments
(390)
—
—
Net realized loss on controlled affiliate investments
—
(12)
—
Net realized loss on investments
(3,248)
(14,698)
(4,173)
Net realized loss on extinguishment of debt
(395)
—
—
Net realized loss
(3,643)
(14,698)
(4,173)
Net unrealized appreciation on non-affiliate investments
5,503
1,585
1,196
Net unrealized (depreciation) appreciation on non-controlled affiliate investments
(848)
(1,014)
2,019
Net unrealized depreciation on controlled affiliate investments
(1,450)
(258)
(14)
Net unrealized appreciation on investments
3,205
313
3,201
Net realized and unrealized loss
(438)
(14,385)
(972)
Net increase in net assets resulting from operations
$
27,782
$
6,364
$
19,498
Net investment income per common share
$
1.41
$
1.18
$
1.52
Net increase in net assets per common share
$
1.39
$
0.36
$
1.45
Distributions declared per share
$
1.25
$
1.25
$
1.20
Weighted average shares outstanding
20,027,420
17,534,528
13,478,234
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, 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
Issuance of common stock, net of offering costs
1,907,234
$
3
$
30,083
$
—
$
30,086
Net increase in net assets resulting from operations, net of excise tax:
Net investment income, net of excise tax
—
—
—
28,220
28,220
Net realized loss on investments
—
—
—
(3,248)
(3,248)
Net realized loss on extinguishment of debt
—
—
—
(395)
(395)
Net unrealized appreciation on investments
—
—
—
3,205
3,205
Issuance of common stock under dividend reinvestment plan
23,870
—
390
—
390
Distributions declared
—
—
—
(25,520)
(25,520)
Reclassification of permanent tax differences (Note 2)
—
—
(401)
401
—
Balance at December 31, 2021
21,217,460
$
22
$
301,359
$
(56,046)
$
245,335
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,
2021
2020
2019
Cash flows from operating activities:
Net increase in net assets resulting from operations
$
27,782
$
6,364
$
19,498
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Amortization of debt issuance costs
1,091
1,018
726
Net realized loss on investments
3,248
14,698
4,173
Net realized loss on extinguishment of debt
395
—
—
Net unrealized appreciation on investments
(3,205)
(313)
(3,201)
Purchase of investments
(344,445)
(198,561)
(200,832)
Principal payments received on investments
188,010
146,258
129,190
Proceeds from sale of investments
52,954
8,335
4,578
Investment in controlled affiliate investment
—
—
(1,900)
Distributions from controlled affiliate investment
—
—
715
Dividends from controlled affiliate investment
—
(118)
(2,236)
Equity received in settlement of fee income
—
(45)
—
Warrants received in settlement of fee income
—
(978)
—
Changes in assets and liabilities:
(Increase) decrease in interest receivable
(173)
887
(679)
Increase in end-of-term payments
(1,652)
(1,066)
(885)
Decrease in unearned income
(1,295)
(1,408)
(1,586)
Increase in other assets
(394)
(189)
(16)
Increase in other accrued expenses
509
430
330
Increase in base management fee payable
143
44
97
Increase (decrease) in incentive fee payable
1,040
(638)
622
Net cash used in operating activities
(75,992)
(25,282)
(51,406)
Cash flows from financing activities:
Proceeds from issuance of 2026 Notes
57,500
—
—
Repayment of 2022 Notes
(37,375)
—
—
Repayment of Asset-Backed Notes
(29,500)
—
—
Proceeds from issuance of common stock, net of offering costs
30,086
44,611
47,101
Proceeds from Asset-Backed Notes
—
—
100,000
Advances on Credit Facilities
127,000
80,250
51,500
Repayment of Credit Facilities
(45,000)
(47,000)
(125,000)
Debt issuance costs
(2,645)
(890)
(1,808)
Distributions paid
(24,551)
(21,316)
(15,593)
Net cash provided by financing activities
75,515
55,655
56,200
Net (decrease) increase in cash, cash equivalents and restricted cash
(477)
30,373
4,794
Cash, cash equivalents and restricted cash:
Beginning of period
47,758
17,385
12,591
End of period
$
47,281
$
47,758
$
17,385
Supplemental disclosure of cash flow information:
Cash paid for interest
$
10,706
$
8,593
$
7,671
Supplemental non-cash investing and financing activities:
Warrant investments received and recorded as unearned income
$
3,355
$
1,829
$
2,723
Distributions payable
$
6,365
$
5,786
$
4,669
Acquisition of controlled affiliate investment
—
16,498
—
End-of-term payments receivable
$
5,238
$
4,203
$
3,900
Non-cash income
$
4,580
$
5,124
3,584
Year ended December 31,
2021
2020
2019
Cash
$
38,054
$
19,502
$
6,465
Investments in money market funds
7,868
27,199
9,787
Restricted investments in money market funds
1,359
1,057
1,133
Total cash, cash equivalents and restricted cash
$
47,281
$
47,758
$
17,385
See Notes to Consolidated Financial Statements
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Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(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 — 186.7% (8)
Non-Affiliate Debt Investments — 178.3% (8)
Non-Affiliate Debt Investments — Life Science — 77.3% (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
$
4,957
$
4,957
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00% ETP, Due 3/1/24)
5,000
4,957
4,957
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00% ETP, Due 3/1/24)
5,000
4,957
4,957
Term Loan (9.30% cash (Libor + 7.50%; Floor 9.30%), 5.00% ETP, Due 3/1/24)
5,000
4,957
4,957
Avalo Therapeutics, Inc. (2)(5)(12)
Biotechnology
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP, Due 1/1/25)
5,000
4,909
4,909
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP, Due 1/1/25)
5,000
4,909
4,909
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP, Due 1/1/25)
2,500
2,454
2,454
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP, Due 2/1/25)
5,000
4,906
4,906
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP, Due 2/1/25)
5,000
4,906
4,906
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP, Due 4/1/25)
2,500
2,451
2,451
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 3.0% ETP, Due 4/1/25)
2,500
2,451
2,451
Emalex Biosciences, Inc. (2)(12)
Biotechnology
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00% ETP, Due 6/1/24)
2,500
2,420
2,420
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00% ETP, Due 6/1/24)
2,500
2,472
2,472
Term Loan (9.75% cash (Libor + 7.90%; Floor 9.75%), 5.00% ETP, Due 11/1/25)
5,000
4,896
4,896
F-Star Therapeutics, Inc. (2)(5)(12)
Biotechnology
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 4/1/25)
2,500
2,465
2,465
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 7/1/25)
2,500
2,463
2,463
Greenlight Biosciences, Inc. (2)(12)
Biotechnology
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 7/1/25)
5,000
4,850
4,850
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 7/1/25)
2,500
2,475
2,475
IMV Inc. (2)(5)(12)
Biotechnology
Term Loan (9.00% cash (Prime + 6.25%; Floor 9.00%), 5.00% ETP, Due 7/1/25)
5,000
4,799
4,799
Term Loan (9.00% cash (Prime + 6.25%; Floor 9.00%), 5.00% ETP, Due 7/1/25)
2,500
2,462
2,462
LogicBio, Inc.(2)(5)(12)
Biotechnology
Term Loan (8.75% cash (Libor + 6.25%; Floor 8.75%), 4.50% ETP, Due 6/1/24)
4,028
4,011
4,011
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
4,935
4,935
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50% ETP, Due 12/1/24)
5,000
4,935
4,935
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50% ETP, Due 12/1/24)
2,500
2,440
2,440
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50% ETP, Due 12/1/24)
2,500
2,440
2,440
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50% ETP, Due 12/1/24)
2,500
2,430
2,430
Term Loan (9.50% cash (Libor + 8.50%; Floor 9.50%), 5.50% ETP, Due 12/1/24)
2,500
2,430
2,430
Stealth Biotherapeutics Inc. (2)(5)(12)
Biotechnology
Term Loan (8.75% cash (Prime + 5.50%; Floor 8.75%), 6.0% ETP, Due 10/1/25)
5,000
4,631
4,631
Term Loan (8.75% cash (Prime + 5.50%; Floor 8.75%), 6.0% ETP, Due 10/1/25)
2,500
2,441
2,441
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
2,394
2,394
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
4,926
4,926
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50% ETP, Due 10/1/24)
5,000
4,957
4,957
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50% ETP, Due 10/1/24)
2,500
2,466
2,466
Term Loan (8.25% cash (Libor + 6.70%; Floor 8.25%), 5.50% ETP, Due 10/1/24)
2,500
2,466
2,466
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)
4,056
4,009
4,009
Term Loan (9.25% cash (Libor + 8.00%; Floor 9.25%), 10.36% ETP, Due 7/1/25)
4,056
4,009
4,009
See Notes to Consolidated Financial Statements
93
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
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
2,495
2,495
Term Loan (8.50% cash (Prime + 5.25%; Floor 8.50%), 20.00% ETP, Due 4/1/22)
2,500
2,495
2,495
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)
3,125
3,095
3,095
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00% ETP, Due 1/1/24)
208
206
206
Term Loan (10.00% cash (Libor + 8.20%; Floor 10.00%), 5.00% ETP, Due 3/1/24)
3,600
3,569
3,569
Embody, Inc. (2)(12)
Medical Device
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 28.00% ETP, Due 8/1/26)
2,500
2,457
2,457
InfoBionic, Inc. (2)(12)
Medical Device
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 10/1/24)
3,500
3,397
3,397
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 6/1/25)
1,000
963
963
MacuLogix, Inc. (2)(12)(14)
Medical Device
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 6.00% ETP, Due 9/1/23)
7,500
7,447
4,481
Term Loan (10.08% cash (Libor + 7.68%; Floor 10.08%), 6.00% ETP, Due 9/1/23)
4,050
4,022
2,420
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
4,952
4,952
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00% ETP, Due 3/1/25)
5,000
4,952
4,952
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00% ETP, Due 3/1/25)
5,000
4,944
4,944
Term Loan (9.75% cash (Prime + 5.00%; Floor 9.75%), 4.00% ETP, Due 3/1/25)
5,000
4,944
4,944
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
2,391
2,391
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00% ETP, Due 6/1/24)
2,500
2,472
2,472
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 5.00% ETP, Due 6/1/24)
2,500
2,472
2,472
Spineology, Inc. (2)(12)
Medical Device
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 1.00% ETP, Due 10/1/25)
5,000
4,928
4,928
Total Non-Affiliate Debt Investments — Life Science
194,237
189,669
Non-Affiliate Debt Investments — Sustainability — 18.8% (8)
LiquiGlide, Inc. (2)(12)
Waste Recycling
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 5.00% ETP, Due 1/1/25)
2,000
1,928
1,928
Nexii Building Solutions, Inc. (2)(12)
Waste Recycling
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 2.50% ETP, Due 9/1/25)
7,500
7,322
7,322
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 2.50% ETP, Due 9/1/25)
7,500
7,322
7,322
Term Loan (10.25% cash (Prime + 7.00%; Floor 10.25%), 2.50% ETP, Due 9/1/25)
7,500
7,322
7,322
Temperpack Technologies, Inc. (2)(12)
Waste Recycling
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50% ETP, Due 6/1/25)
3,750
3,703
3,703
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50% ETP, Due 6/1/25)
3,750
3,703
3,703
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50% ETP, Due 10/1/25)
7,500
7,396
7,396
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50% ETP, Due 10/1/25)
3,750
3,698
3,698
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 2.50% ETP, Due 10/1/25)
3,750
3,698
3,698
Total Non-Affiliate Debt Investments — Sustainability
46,092
46,092
Non-Affiliate Debt Investments — Technology — 77.2% (8)
Axiom Space, Inc. (2)(12)
Communications
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 2.50% ETP, Due 6/1/26)
7,500
7,442
7,442
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 2.50% ETP, Due 6/1/26)
7,500
7,442
7,442
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 2.50% ETP, Due 6/1/26)
7,500
7,442
7,442
Convertible Note (3.00%, Due 7/1/23)
250
250
250
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
4,935
4,935
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00% ETP, Due 1/1/25)
5,000
4,949
4,949
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00% ETP, Due 1/1/25)
3,000
2,969
2,969
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 3.00% ETP, Due 12/1/25)
1,000
968
968
Better Place Forests Co. (2)(12)
Consumer-related Technologies
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 1.85% ETP, Due 7/1/25)
5,000
4,928
4,928
See Notes to Consolidated Financial Statements
94
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
CAMP NYC, Inc. (2)(12)
Consumer-related Technologies
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00% ETP, Due 5/1/26)
3,500
3,430
3,430
Clara Foods Co. (2)(12)
Consumer-related Technologies
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50% ETP, Due 8/1/25)
2,500
2,476
2,476
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50% ETP, Due 8/1/25)
2,500
2,476
2,476
Interior Define, Inc. (2)(12)
Consumer-related Technologies
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 1/1/26
6,500
6,397
6,397
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 1/1/26
6,000
5,775
5,775
Lyrical Foods, Inc. (2)(12)
Consumer-related Technologies
Term Loan (10.00% cash (Prime + 6.75%; Floor 10.00%), 9.75% ETP, Due 1/1/24)
2,500
2,480
2,480
NextCar Holding Company, Inc. (2)(12)
Consumer-related Technologies
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 10.10% ETP, Due 1/1/26)
5,000
4,935
4,935
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 10.10% ETP, Due 1/1/26)
2,000
1,920
1,920
Primary Kids, Inc. (2)(12)
Consumer-related Technologies
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00% ETP, Due 3/1/25)
3,000
2,961
2,961
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00% ETP, Due 3/1/25)
3,000
2,961
2,961
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00% ETP, Due 9/1/25)
3,000
2,955
2,955
Quip NYC Inc. (2)(12)
Consumer-related Technologies
Term Loan (11.25% cash (Prime + 8.00%; Floor 11.25%), 3.00% ETP, Due 4/1/26)
10,000
9,639
9,639
Unagi, Inc. (2)(12)
Consumer-related Technologies
Term Loan (11.00% cash (Prime + 7.75%; Floor 11.00%), Due 7/1/25)
2,500
2,446
2,446
Term Loan (11.00% cash (Prime + 7.75%; Floor 11.00%), Due 7/1/25)
1,250
1,234
1,234
Updater, Inc. (2)(12)
Consumer-related Technologies
Term Loan (12.00% cash (Prime + 5.75%; Floor 12.00%, Ceiling 14.00%),0.56% ETP, Due 12/20/24)
5,000
4,961
4,961
Term Loan (12.00% cash (Prime + 5.75%; Floor 12.00%, Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
5,000
4,961
4,961
Term Loan (12.00% cash (Prime + 5.75%; Floor 12.00%, Ceiling 14.00%), 0.56% ETP, Due 12/20/24)
10,000
9,922
9,922
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
4,770
4,770
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 9/1/24)
5,000
4,924
4,924
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 9/1/24)
2,500
2,459
2,459
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 9/1/24)
2,500
2,459
2,459
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 4.00% ETP, Due 9/1/24)
2,500
2,414
2,414
Branded Online, Inc. (2)(12)
Software
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 6.00% ETP, Due 9/1/26)
5,000
4,719
4,719
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 6.00% ETP, Due 11/1/26)
2,500
2,355
2,355
Term Loan (9.50% cash (Prime + 6.25%; Floor 9.50%), 0% ETP, Due 7/1/23)
5,000
5,000
5,000
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
2,481
2,481
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 4.00% ETP, Due 10/1/24)
2,500
2,481
2,481
Decisyon, Inc. (12)
Software
Term Loan (12.68% cash (Prime + 9.23%; Floor 12.68%), 50.43% ETP, Due 1/1/23)
3,470
3,470
3,470
Dropoff, Inc. (2)(12)
Software
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 3.50% ETP, Due 4/1/26)
6,500
6,087
6,087
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 3.50% ETP, Due 4/1/26)
6,000
5,816
5,816
E La Carte, Inc. (2)(12)
Software
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 10/1/25)
3,000
2,937
2,937
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 10/1/25)
3,000
2,958
2,958
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 10/1/25)
1,500
1,479
1,479
See Notes to Consolidated Financial Statements
95
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Investments (6)
Value
Lytics, Inc. (2)(12)
Software
Term Loan (9.25% cash (Prime + 6.00%; Floor 9.25%), 4.00% ETP, Due 7/1/25)
2,500
2,464
2,464
Reputation Institute, Inc. (2)(12)
Software
Term Loan (10.50% cash (Prime + 7.25%; Floor 10.50%), 3.00% ETP, Due 8/1/25)
5,000
4,905
4,905
Supply Network Visiblity Holdings LLC (2)(12)
Software
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 2/1/25)
3,500
3,458
3,458
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 2/1/25)
3,500
3,458
3,458
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 12/1/25)
2,500
2,463
2,463
Term Loan (9.75% cash (Prime + 6.50%; Floor 9.75%), 4.00% ETP, Due 12/1/25)
2,500
2,463
2,463
Total Non-Affiliate Debt Investments — Technology
189,274
189,274
Non-Affiliate Debt Investments — Healthcare information and services — 5.0% (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
4,902
4,902
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50% ETP, Due 1/1/25)
5,000
4,936
4,936
Term Loan (9.00% cash (Prime + 5.75%; Floor 9.00%), 5.50% ETP, Due 1/1/26)
2,500
2,444
2,444
Total Non-Affiliate Debt Investments — Healthcare information and services
12,282
12,282
Total Non- Affiliate Debt Investments
441,885
437,317
Non-Affiliate Warrant Investments — 8.2% (8)
Non-Affiliate Warrants — Life Science — 1.0% (8)
Avalo Therapeutics, Inc. (2)(5)(12)
Biotechnology
317,306 Common Stock Warrants
311
27
Castle Creek Pharmaceuticals, Inc. (2)(12)
Biotechnology
2,428 Preferred Stock Warrants
142
148
Celsion Corporation (2)(5)(12)
Biotechnology
295,053 Common Stock Warrants
65
1
Corvium, Inc. (2)(12)
Biotechnology
661,956 Preferred Stock Warrants
54
—
Emalex Biosciences, Inc. (2)(12)
Biotechnology
92,002 Preferred Stock Warrants
139
162
F-Star Therapeutics, Inc. (2)(5)(12)
Biotechnology
21,120 Common Stock Warrants
36
3
IMV Inc. (2)(5)(12)
Biotechnology
284,090 Common Stock Warrants
64
64
LogicBio, Inc. (2)(5)(12)
Biotechnology
7,843 Common Stock Warrants
8
—
Mustang Bio, Inc. (2)(5)(12)
Biotechnology
252,161 Common Stock Warrants
146
5
Provivi, Inc. (2)(12)
Biotechnology
164,608 Preferred Stock Warrants
278
519
Rocket Pharmaceuticals Corporation (5)(12)
Biotechnology
7,051 Common Stock Warrants
17
9
Stealth Biotherapeutics Inc. (2)(5)(12)
Biotechnology
795,455 Common Stock Warrants
264
45
Strongbridge U.S. Inc. (2)(5)(12)
Biotechnology
160,714 Common Stock Warrants
72
110
vTv Therapeutics Inc. (2)(5)(12)
Biotechnology
95,293 Common Stock Warrants
44
—
AccuVein Inc. (2)(12)
Medical Device
1,175 Common Stock Warrants
24
—
Aerin Medical, Inc. (2)(12)
Medical Device
1,818,183 Preferred Stock Warrants
66
463
Canary Medical Inc. (2)(12)
Medical Device
7,292 Preferred Stock Warrants
53
45
Ceribell, Inc. (2)(12)
Medical Device
134,299 Preferred Stock Warrants
61
172
Conventus Orthopaedics, Inc. (2)(12)
Medical Device
6,361,111 Preferred Stock Warrants
149
169
CSA Medical, Inc. (2)(12)
Medical Device
1,375,727 Preferred Stock Warrants
154
108
CVRx, Inc.(2)(5)(12)
Medical Device
47,410 Common Stock Warrants
80
90
Infobionic, Inc. (2)(12)
Medical Device
317,647 Preferred Stock Warrants
124
121
MacuLogix, Inc. (2)(12)
Medical Device
454,460 Preferred Stock Warrants
238
—
Magnolia Medical Technologies, Inc. (2)(12)
Medical Device
441,780 Preferred Stock Warrants
91
112
Meditrina, Inc. (2)(12)
Medical Device
221,510 Preferred Stock Warrants
83
122
Sonex Health, Inc. (2)(12)
Medical Device
484,250 Preferred Stock Warrants
77
75
VERO Biotech LLC (2)(12)
Medical Device
408 Preferred Stock Warrants
53
30
Total Non-Affiliate Warrants — Life Science
2,893
2,600
Non-Affiliate Warrants — Sustainability — 0.4% (8)
LiquiGlide, Inc. (2)(12)
Waste Recycling
61,359 Common Stock Warrants
39
36
Nexii Building Solutions, Inc. (2)(12)
Waste Recycling
142,405 Common Stock Warrants
356
331
Temperpack Technologies, Inc. (2)(12)
Waste Recycling
48,756 Preferred Stock Warrants
107
552
Total Non-Affiliate Warrants — Sustainability
502
919
Non-Affiliate Warrants — Technology — 6.2% (8)
Axiom Space, Inc. (2)(12)
Communications
1,991 Common Stock Warrants
45
42
Intelepeer Holdings, Inc. (2)(12)
Communications
2,936,535 Preferred Stock Warrants
140
3,141
PebblePost, Inc. (2)(12)
Communications
598,850 Preferred Stock Warrants
92
161
Alula Holdings, Inc. (2)(12)
Consumer-related Technologies
20,000 Preferred Stock Warrants
93
70
Aterian, Inc. (2)(5)(12)
Consumer-related Technologies
76,923 Common Stock Warrants
195
1
Better Place Forests Co. (2)(12)
Consumer-related Technologies
9,353 Preferred Stock Warrants
23
23
Caastle, Inc. (2)(12)
Consumer-related Technologies
268,591 Preferred Stock Warrants
68
823
CAMP NYC, Inc. (2)(12)
Consumer-related Technologies
17,605 Preferred Stock Warrants
22
22
Clara Foods Co. (2)(12)
Consumer-related Technologies
46,745 Preferred Stock Warrants
30
368
Getaround, Inc. (2)(12)
Consumer-related Technologies
651,040 Preferred Stock Warrants
450
367
See Notes to Consolidated Financial Statements
96
Table of Contents
Horizon Technology Finance Corporation and Subsidiaries
Consolidated Schedule of Investments
December 31, 2021
(In thousands)
Principal
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Amount
Investments (6)
Value
Interior Define, Inc. (2)(12)
Consumer-related Technologies
553,710 Preferred Stock Warrants
103
103
NextCar Holding Company, Inc. (2)(12)
Consumer-related Technologies
310,463 Preferred Stock Warrants
47
47
Primary Kids, Inc. (2)(12)
Consumer-related Technologies
553,778 Preferred Stock Warrants
57
51
Quip NYC Inc. (2)(12)
Consumer-related Technologies
6,191 Preferred Stock Warrants
324
503
Unagi, Inc. (2)(12)
Consumer-related Technologies
134,421 Preferred Stock Warrants
25
24
Updater, Inc.(2)(12)
Consumer-related Technologies
108,333 Common Stock Warrants
34
31
CPG Beyond, Inc. (2)(12)
Data Storage
500,000 Preferred Stock Warrants
242
859
Silk, Inc. (2)(12)
Data Storage
44,211,003 Preferred and Common Stock Warrants
234
188
Global Worldwide LLC (2)(12)
Internet and Media
245,810 Preferred Stock Warrants
75
6
Rocket Lawyer Incorporated (2)(12)
Internet and Media
261,721 Preferred Stock Warrants
92
741
Skillshare, Inc. (2)(12)
Internet and Media
139,074 Preferred Stock Warrants
162
2,403
Liqid, Inc.(2)(12)
Networking
344,102 Preferred Stock Warrants
364
938
Kinestral, Inc. (2)(12)
Power Management
5,002,574 Preferred Stock Warrants
1,585
2,609
Avalanche Technology, Inc. (2)(12)
Semiconductors
6,753 Preferred and Common Stock Warrants
101
—
Branded Online, Inc. (2)(12)
Software
16,678 Common Stock Warrants
370
443
BriteCore Holdings, Inc. (2)(12)
Software
55,591 Preferred Stock Warrants
5
37
Decisyon, Inc. (12)
Software
82,967 Common Stock Warrants
46
—
Dropoff, Inc. (2)(12)
Software
482,283 Common Stock Warrants
397
395
E La Carte, Inc. (2)(12)
Software
181,947 Preferred Stock Warrants
61
53
Lotame Solutions, Inc. (2)(12)
Software
288,115 Preferred Stock Warrants
23
276
Lytics, Inc. (2)(12)
Software
26,733 Preferred Stock Warrants
12
12
Reputation Institute, Inc. (2)(12)
Software
3,731 Preferred Stock Warrants
54
52
Revinate Holdings, Inc. (2)(12)
Software
615,475 Preferred Stock Warrants
44
66
Riv Data Corp. (2)(12)
Software
321,428 Preferred Stock Warrants
12
292
SIGNiX, Inc. (12)
Software
186,235 Preferred Stock Warrants
224
—
Skyword, Inc. (12)
Software
301,055 Preferred and Common Stock Warrants
49
4
Supply Network Visiblity Holdings LLC (2)(12)
Software
682 Preferred Stock Warrants
64
62
Topia Mobility, Inc. (2)(12)
Software
3,049,607 Preferred Stock Warrants
138
—
xAd, Inc. (2)(12)
Software
4,343,348 Preferred Stock Warrants
179
1
Total Non-Affiliate Warrants — Technology
6,281
15,214
Non-Affiliate Warrants — Healthcare information and services — 0.6% (8)
IDbyDNA, Inc.(2)(12)
Diagnostics
472,006 Preferred Stock Warrants
112
95
Kate Farms, Inc. (2)(12)
Other Healthcare
82,965 Preferred Stock Warrants
101
1,177
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
60
195
Total Non-Affiliate Warrants — Healthcare information and services
347
1,467
Total Non-Affiliate Warrants
10,023
20,200
Non-Affiliate Other Investments — 0.1% (8)
ZetrOZ, Inc. (12)
Medical Device
Royalty Agreement
—
200
Total Non-Affiliate Other Investments
—
200
Non-Affiliate Equity — 0.1% (8)
SnagAJob.com, Inc. (12)
Consumer-related Technologies
82,974 Common Stock
9
83
Zeta Global Holdings Corp. (2)(5)(12)
Internet and Media
18,405 Common Stock
240
155
Decisyon, Inc. (12)
Software
72,638,663 Preferered and Common Stock
230
120
Total Non-Affiliate Equity
479
358
Total Non-Affiliate Portfolio Investment Assets
$
452,387
$
458,075
Controlled Affiliate Investments — 0.0% (8)
Controlled Affiliate Other Investments — Biotechnology — 0.0% (8)
HESP LLC (12)(13)
Biotechnology
Other Investment
$
1,450
$
—
Total Controlled Affiliate Other Investments
1,450
—
Total Controlled Affiliate Portfolio Investment Assets
$
1,450
$
—
Total Portfolio Investment Assets — 186.7% (8)
$
453,837
$
458,075
Short Term Investments — Unrestricted Investments — 3.2% (8)
US Bank Money Market Deposit Account
$
7,868
$
7,868
Total Short Term Investments — Unrestricted Investments
$
7,868
$
7,868
Short Term Investments — Restricted Investments — 0.6% (8)
US Bank Money Market Deposit Account
$
1,359
$
1,359
Total Short Term Investments — Restricted Investments
$
1,359
$
1,359
(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
97
Table of Contents
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”).
(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, 2021 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, 2021, 5.8% 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 payment-in-kind (“PIK”) feature.
(12) The fair value of the investment was valued using significant unobservable inputs.
(13) 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.
(14) Debt investment is on non-accrual status as of December 31, 2021.
See Notes to Consolidated Financial Statements
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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 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
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
See Notes to Consolidated Financial Statements
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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 (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
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
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
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
—
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 Preferred 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
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
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
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) (15)
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
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)
Cost of
Fair
Portfolio Company (1)(3)
Sector
Type of Investment (4)(7)(9)(10)
Investments (6)
Value
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”).
(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, 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) 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.
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(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.
(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
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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, 2021, there was one investment on non-accrual status with a cost of $11.5 million and a fair value of $6.9 million. 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. For the year ended December 31, 2021, the Company recognized, as interest income, payments of $1.3 million received from two portfolio companies whose debt investments were on non-accrual status. 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 year ended December 31, 2019, 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, 2021, 2020 and 2019 was 5.9%, 5.8% and 5.3%, 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.
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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, 2021 and 2020 was $4.3 million and $3.2 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, 2021 and 2020 were $3.2 million and $4.1 million, respectively. The amortization expense for the years ended December 31, 2021, 2020 and 2019 was $1.1 million, $1.0 million and $0.7 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, 2021, 2020 and 2019, the Company reclassified $0.4 million, $0.2 million and $0.2 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, 2021, 2020 and 2019, $0.4 million, $0.2 million and $0.2 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, 2021 and 2020. The Company’s income tax returns for the 2020, 2019 and 2018 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 we entered into an At-The-Market (“ATM”) sales agreement (the “2019 Equity Distribution Agreement”), with Goldman Sachs & Co. LLC and B. Riley FBR, Inc., (each a “Sales Agent” and, collectively, the “Sales Agents”). The 2019 Equity Distribution Agreement provided that we may offer and sell shares of common stock from time to time through the Sales Agents representing up to $50.0 million worth of our common stock, in amounts and at times to be determined by us.
On July 30, 2020, we terminated the 2019 Equity Distribution Agreement and entered into a new ATM sales agreement (the “2020 Equity Distribution Agreement”) with the Sales Agents. The 2020 Equity Distribution Agreement provided that we 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 us.
On August 2, 2021, we terminated the 2020 Equity Distribution Agreement and entered into a new ATM sales agreement (the “2021 Equity Distribution Agreement”) with the Sales Agents. The remaining shares available under the 2019 Equity Distribution Agreement and the 2020 Equity Distribution Agreement are no longer available for issuance. The 2021 Equity Distribution Agreement provides that we may offer and sell our shares from time to time through the Sales Agents up to $100.0 million worth of our common stock, in amounts and at times to be determined by us. Sales of our 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, 2021, the Company sold 1,907,234 shares of common stock under the 2020 Equity Distribution Agreement and the 2021 Equity Distribution Agreement. For the same period, the Company received total accumulated net proceeds of approximately $30.1 million, including $0.8 million of offering expenses, from these sales. During the year ended December 31, 2020, the Company sold 3,702,500 shares of common stock under the 2019 Equity Distribution Agreement and the 2020 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 2019 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, 2021, shares representing approximately $82.8 million of its common stock remain available for issuance and sale under the Equity Distribution Agreement.
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Stock Repurchase Program
On April 23, 2021, 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, 2022 or the repurchase of $5.0 million of the Company’s common stock. During the years ended December 31, 2021, 2020 and 2019, the Company did not make any repurchases of its common stock. From the inception of the stock repurchase program through December 31, 2021, the 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 22, 2021, 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
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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 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, 2021 and 2020 was $0.7 million and $0.6 million, respectively. The base management fee expense was $7.6 million, $6.5 million and $5.6 million for the years ended December 31, 2021, 2020 and 2019, 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
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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 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.
The net performance based incentive fee expense was $7.1 million, $5.2 million and $5.1 million for the years ended December 31, 2021, 2020 and 2019, 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, 2021, 2020 and 2019. The performance based incentive fee payable at December 31, 2021 and 2020 was $2.0 million and $1.0 million, respectively. The entire incentive fee payable at December 31, 2021 and 2020 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 $1.3 million, $1.0 million and $0.9 million for years ended December 31, 2021, 2020 and 2019, respectively.
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Note 4. Investments
The following table shows the Company’s investments as of December 31, 2021 and 2020:
December 31, 2021
December 31, 2020
Cost
Fair Value
Cost
Fair Value
(In thousands)
Investments
Debt
$
441,885
$
437,317
$
339,838
$
333,495
Warrants
10,023
20,200
7,520
14,031
Other
1,450
200
1,514
1,700
Equity
479
358
2,640
3,319
Total investments
$
453,837
$
458,075
$
351,512
$
352,545
The following table shows the Company’s investments by industry sector as of December 31, 2021 and 2020:
December 31, 2021
December 31, 2020
Cost
Fair Value
Cost
Fair Value
(In thousands)
Life Science
Biotechnology
$
109,899
$
107,902
$
46,669
$
46,898
Medical Device
88,681
84,567
109,330
110,567
Technology
Communications
22,853
25,920
270
351
Consumer-Related
92,158
93,194
60,349
60,847
Data Storage
476
1,047
23,429
23,824
Internet and Media
569
3,305
7,657
9,833
Materials
—
—
6,857
1,737
Networking
17,390
17,964
9,902
9,902
Power Management
1,585
2,609
1,585
1,326
Semiconductors
101
—
181
—
Software
60,902
60,807
60,238
60,755
Sustainability
Energy Efficiency
—
—
100
—
Waste Recycling
46,595
47,011
—
—
Healthcare Information and Services
Diagnostics
12,393
12,377
9,850
9,850
Other
175
1,177
14,989
15,985
Software
60
195
106
670
Total investments
$
453,837
$
458,075
$
351,512
$
352,545
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 consolidated with the assets and liabilities of the Company. The transaction is accounted for as an asset acquisition under GAAP.
During the period January 1, 2020 through April 21, 2020, there were no distributions from HSLFI.
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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.
The following tables show certain summarized financial information for HSLFI for the period January 1, 2020 through April 21, 2020 and for the year ended December 31, 2019:
For the period
January 1, 2020
For the year
through
ended
April 21, 2020
December 31, 2019
(In thousands)
(In thousands)
Selected Statements of Operations Information
Interest income on investments
$
1,353
$
5,291
Total investment income
$
1,465
$
5,699
Total expenses
$
1,229
$
1,227
Net investment income
$
236
$
4,472
Net realized gain on investments
$
120
$
—
Net unrealized depreciation on investments
$
(392)
$
(28)
Net (decrease) increase in net assets resulting from operations
$
(36)
$
4,444
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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.
Transactions related to investments in non-controlled affiliated companies for the year ended December 31, 2021 were as follows:
Year ended December 31, 2021
Fair value at
Transfers
Net
Fair value at
Portfolio
December 31,
Principal
in/(out) at
Discount
unrealized
Net realized
December 31,
Interest
Company
2020
Purchases
Payments
fair value
accretion
gain/(loss)
gain/(loss)
2021
income
(In thousands)
Decisyon, Inc. (1)
$
1,181
$
—
$
—
$
(1,181)
$
—
$
—
$
—
$
—
$
41
626
—
—
(638)
12
—
—
—
21
227
—
—
(227)
—
—
—
—
7
228
—
—
(228)
—
—
—
—
7
685
—
—
(685)
—
—
—
—
22
276
—
—
(276)
—
—
—
—
9
183
—
—
(183)
—
—
—
—
6
120
—
—
(120)
—
—
—
—
—
MVI (ABC) LLC fka StereoVision, Inc.
2,382
—
(2,783)
—
—
—
401
—
139
—
250
(250)
—
—
—
—
—
—
—
70
(70)
—
—
—
—
—
—
—
330
(330)
—
—
—
—
—
—
150
(150)
—
—
—
—
—
—
1,639
—
—
—
—
(848)
(791)
—
—
Total non-controlled affiliates
$
7,547
$
800
$
(3,583)
$
(3,538)
$
12
$
(848)
$
(390)
$
—
$
252
(1) As of December 31, 2021, the Company no longer owns 5% or more of the portfolio company.
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
Net realized
December 31,
Interest
Company
2019
Purchases
Payments
fair value
accretion
gain/(loss)
gain/(loss)
2020
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
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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, 2021 were as follows:
Year ended December 31, 2021
Fair value at
Transfers
Net
Fair value at
Portfolio
December 31,
in/(out) at
Dividends
unrealized
Net realized
December 31,
Dividend
Company
2020
Purchases
Sales
fair value
declared
gain/(loss)
gain/(loss)
2021
income
(In thousands)
HESP LLC
1,500
—
(50)
—
—
(1,450)
—
—
—
Total controlled affiliates
$
1,500
$
—
$
(50)
$
—
$
—
$
(1,450)
$
—
$
—
$
—
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
Sales
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.
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 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.
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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, 2021 and 2020, the hypothetical market yields used ranged from 3% to 23% and 10% to 23%, respectively. Significant increases (decreases) in this unobservable input would result in a significantly lower (higher) fair value measurement. These assets are recorded at fair value on a recurring basis and are categorized as Level 3 within the fair value hierarchy described above.
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.
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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 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, 2021 and 2020. In addition to the techniques and inputs noted in the
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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, 2021:
December 31, 2021
Fair
Valuation Techniques/
Unobservable
Weighted
Investment Type
Value
Methodologies
Input
Range
Average (1)
(Dollars in thousands, except per share data)
Debt investments
$
430,417
Discounted Expected Future Cash Flows
Hypothetical Market Yield
3% – 23%
12
%
6,900
Multiple Probability Weighted Cash Flow Model
Probability Weighting
20% – 50%
33%
Warrant investments
19,837
Black-Scholes Valuation Model
Price Per Share
$0.00 – $980.00
$
20.35
Average Industry Volatility
25%
25
%
Marketability Discount
20%
20
%
Estimated Time to Exit
1 to 4 years
2
years
Other investments
200
Multiple Probability Weighted Cash Flow Model
Discount Rate
25%
25
%
Probability Weighting
0% – 100%
100
%
Equity investments
203
Last Equity Financing
Price Per Share
$0.00 – $1.00
$
0.41
Total Level 3 investments
$
457,557
(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, 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.
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 2026 Notes (as defined in Note 7) is based on the closing public share price on the date of measurement. On December 31, 2021, the closing price of the 2026 Notes on the New York Stock Exchange was $25.95 per note, or $59.7 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, 2021, the Asset-Backed Notes (as defined in Note 7) were trading at par value, or $70.5
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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, 2021 and 2020 and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine the fair value:
December 31, 2021
Level 1
Level 2
Level 3
Total
(In thousands)
Investments in money market funds
$
—
$
7,868
$
—
$
7,868
Restricted investments in money market funds
$
—
$
1,359
$
—
$
1,359
Debt investments
$
—
$
—
$
437,317
$
437,317
Warrant investments
—
363
19,837
20,200
Other investments
—
—
200
200
Equity investments
155
—
203
358
Total investments
$
155
$
363
$
457,557
$
458,075
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
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, 2021:
Year ended December 31, 2021
Debt
Warrant
Equity
Other
Investments
Investments
Investments
Investments
Total
(In thousands)
Level 3 assets, beginning of period
$
333,495
$
12,736
$
2,117
$
1,700
$
350,048
Purchase of investments
344,445
—
—
—
344,445
Warrants and equity received and classified as Level 3
—
2,681
—
—
2,681
Principal payments received on investments
(188,010)
—
—
—
(188,010)
Proceeds from sale of investments
(47,436)
(3,241)
—
(13)
(50,690)
Net realized (loss) gain on investments
(5,033)
2,514
—
—
(2,519)
Unrealized appreciation (depreciation) included in earnings
1,836
5,218
(1,682)
(1,487)
3,885
Transfer out of Level 3
—
(71)
(232)
—
(303)
Other
(1,980)
—
—
—
(1,980)
Level 3 assets, end of period
$
437,317
$
19,837
$
203
$
200
$
457,557
During the year ended December 31, 2021, there were three transfers out of Level 3. One transfer out of Level 3 related to warrants held in one portfolio company with an aggregate fair value of $0.1 million that was transferred to Level
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2 upon the portfolio company becoming a public company. One transfer out of Level 3 related to equity held in one portfolio company with an aggregate fair value of $0.1 million that was transferred to Level 1 upon the portfolio company becoming a public company. One transfer out of Level 3 related to equity held in one portfolio company with an aggregate fair value of $0.2 million that was transferred to Level 1 upon the portfolio company being acquired by a public company.
The change in unrealized appreciation included in the consolidated statement of operations attributable to Level 3 investments still held at December 31, 2021 includes $5.6 million in unrealized depreciation on debt and other investments and $6.3 million in unrealized appreciation on warrant 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, 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 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, 2021 and 2020, 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.
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Note 7. Borrowings
The following table shows the Company’s borrowings as of December 31, 2021 and 2020:
December 31, 2021
December 31, 2020
Total
Balance
Unused
Total
Balance
Unused
Commitment
Outstanding
Commitment
Commitment
Outstanding
Commitment
(In thousands)
Key Facility
$
125,000
$
53,500
$
71,500
$
125,000
$
28,000
$
97,000
NYL Facility
100,000
78,750
21,250
100,000
22,250
77,750
Asset-Backed Notes
70,500
70,500
—
100,000
100,000
—
2022 Notes
—
—
—
37,375
37,375
—
2026 Notes
57,500
57,500
—
—
—
—
Total before debt issuance costs
353,000
260,250
92,750
362,375
187,625
174,750
Unamortized debt issuance costs attributable to term borrowings
—
(2,637)
—
—
(1,806)
—
Total borrowings outstanding, net
$
353,000
$
257,613
$
92,750
$
362,375
$
185,819
$
174,750
As of December 31, 2021, 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, 2021, the asset coverage for borrowed amounts was 194%.
The Company entered into the Key Facility with Key effective November 4, 2013. On June 22, 2021, the Company amended the Key Facility, among other things, to amend the interest rate applied to the outstanding principal balance and to extend the revolving period to June 22, 2024. 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 60% 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 June 22, 2026. Through June 21, 2021, the interest rate on the Key Facility was 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% as of December 31, 2020. From and after June 30, 2021, the interest rate on the Key Facility is based on the rate of interest published in The Wall Street Journal as the prime rate in the United States plus 0.25%, with a prime rate floor of 4.25%. The prime rate was 3.25% on December 31, 2021. The average interest rate for the years ended December 31, 2021 and 2020 was 4.25% and 4.38%, 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, 2021 and 2020, the Company had borrowing capacity under the Key Facility of $71.5 million and $97.0 million, respectively. At December 31, 2021 and 2020, $19.8 million and $24.8 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 had a stated maturity of September 15, 2022 and were redeemable 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 bore 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 were the Company’s direct unsecured obligations and (i) ranked equally in right of payment with the Company’s current and future unsecured indebtedness; (ii) were senior in right of payment to any of the Company’s future indebtedness that expressly provides it is subordinated to the 2022 Notes; (iii) were 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) were structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries. On April 24, 2021 (the “Redemption Date”), the Company redeemed all of the issued and outstanding 2022 Notes in an aggregate principal amount of $37.4 million and paid accrued interest of $0.3 million.
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The Company accelerated $0.4 million of unamortized debt issuance costs related to the 2022 Notes. The 2022 Notes were delisted effective on the Redemption Date.
On March 30, 2021, the Company issued and sold an aggregate principal amount of $57.5 million of 4.875% notes due in 2026 (the “2026 Notes”). The amount of 2026 Notes issued and sold included the full exercise by the underwriters of their option to purchase $7.5 million aggregate principal of additional notes. The 2026 Notes have a stated maturity of March 30, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after March 30, 2023 at a redemption price of $25 per security plus accrued and unpaid interest. The 2026 Notes bear interest at a rate of 4.875% per year, payable quarterly on March 30, June 30, September 30 and December 30 of each year. The 2026 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 2026 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, 2021, the Company was in material compliance with the terms of the 2026 Notes. The 2026 Notes are listed on the New York Stock Exchange under the symbol “HTFB”.
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, 2021 and 2020, the Asset-Backed Notes had an outstanding principal balance of $70.5 million and $100.0 million, respectively.
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, 2021 and 2020, there was approximately $0.9 million and $1.0 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 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 which will be followed by a five year amortization period. In addition, 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. There were $78.8 million in advances made by the NYL Noteholders as of December 31, 2021 at an interest rate of 4.62%. As of December 31, 2021, the Company had borrowing capacity under the NYL Facility of $21.2 million. At December 31, 2021, $5.7 million was available for borrowing, subject to existing terms and advance rates.
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The following table shows information about our senior securities as of December 31, 2021, 2020, 2019, 2018 and 2017:
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
2021
$
132,250
$
3,823
—
N/A
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
2026 Notes
2021
$
57,500
$
8,793
—
$
25.90
2022 Notes
2021
$
—
$
—
—
N/A
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
2019-1 Securitization
2021
$
70,500
$
7,171
—
N/A
2020
$
100,000
$
4,002
—
N/A
2019
$
100,000
$
3,384
—
N/A
Total senior securities
2021
$
260,250
$
1,943
—
N/A
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
(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.
(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.
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The following table reconciles net increase in net assets resulting from operations to taxable income:
Years Ended December 31,
2021
2020
2019
(In thousands)
Net increase in net assets resulting from operations
$
27,782
$
6,364
$
19,498
Net unrealized appreciation on investments
(3,205)
(313)
(3,201)
Other book-tax differences
1,462
782
988
Change in capital loss carry forward
3,643
14,698
4,173
Taxable income before deductions for distributions
$
29,682
$
21,531
$
21,458
The tax characters of distributions paid are as follows:
Years Ended December 31,
2021
2020
2019
(In thousands)
Ordinary income
$
25,099
$
21,592
$
16,159
Total
$
25,099
$
21,592
$
16,159
The components of undistributed ordinary income earnings on a tax basis were as follows:
As of December 31,
2021
2020
2019
(In thousands)
Undistributed ordinary income
$
10,825
$
6,242
$
6,536
Long term capital loss carry forward
(63,571)
(59,928)
(45,230)
Unrealized appreciation
12,973
9,578
8,352
Unrealized depreciation
(8,738)
(8,545)
(7,596)
Other temporary differences
7,465
5,983
4,700
Total
$
(41,046)
$
(46,670)
$
(33,238)
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, 2021 and 2020, the Company elected to carry forward taxable income in excess of current year distributions of $10.8 million and $6.2 million, respectively. At December 31, 2021 and 2020, a provision for excise tax of $0.4 million and $0.2 million, respectively 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, 2021, 2020 and 2019, the Company did not use any of its capital loss carry forward to offset capital gains.
For federal income tax purposes, the tax cost of investments at December 31, 2021 and 2020 was $453.8 million and $351.5 million, respectively. The gross unrealized appreciation on investments at December 31, 2021 and 2020 was $12.9 million and $9.6 million, respectively. The gross unrealized depreciation on investments at December 31, 2021 and 2020 was $8.7 million and $8.5 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 $114.5 million and $91.5 million as of December 31, 2021 and 2020, respectively. Commitments to extend credit consist principally of the unused portions of commitments that
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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, 2021:
December 31, 2021
Fair Value of
Unfunded
Principal
Commitment
Balance
Liability
(In thousands)
Alula Holdings Inc.
$
1,000
$
14
Better Place Forests Co.
7,500
9
CAMP NYC, Inc.
1,500
19
Canary Medical Inc.
5,000
68
Ceribell, Inc.
5,000
32
DropOff, Inc.
10,000
213
E La Carte, Inc.
2,500
21
Emalex Biosciences, Inc.
5,000
52
Embody, Inc.
2,000
20
Greenlight Biosciences, Inc.
10,000
125
IDbyDNA, Inc.
2,500
34
IMV Inc.
10,000
125
Interior Define, Inc.
10,000
233
Liqid, Inc.
2,500
155
Liquiglide, Inc.
2,000
33
Lytics, Inc.
1,250
—
NextCar Holding Company, Inc.
18,000
54
Sonex Health, Inc.
5,000
81
Spineology Inc.
2,500
25
Stealth BioTherapeutics Inc.
10,000
251
Unagi, Inc.
1,250
18
Total
$
114,500
$
1,582
The table above also provides the fair value of the Company’s unfunded commitment liability as of December 31, 2021 which totaled $1.6 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. 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 26% and 28% of total debt investments outstanding as of December 31, 2021 and 2020, respectively. No single debt investment represented more than 10% of the total debt investments as of December 31, 2021 or 2020. Investment income, consisting of interest
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and fees, can fluctuate significantly upon repayment of large debt investments. Interest income from the five largest debt investments accounted for 17%, 23% and 17% of total interest and fee income on investments for the years ended December 31, 2021, 2020 and 2019, 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, 2021 and 2010:
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, 2021
10/22/21
2/18/22
3/16/22
$
0.10
$
—
—
$
—
10/22/21
1/19/22
2/16/22
0.10
2,096
2,680
43
10/22/21
12/17/22
1/14/22
0.10
2,031
3,417
56
10/22/21
11/18/21
12/15/21
0.05
1,013
1,197
20
7/23/21
11/18/21
12/15/21
0.10
2,027
2,395
38
7/23/21
10/19/21
11/16/21
0.10
2,010
1,907
34
7/23/21
9/17/21
10/15/21
0.10
2,008
2,068
36
4/23/21
8/18/21
9/15/21
0.10
1,996
2,041
34
4/23/21
7/20/21
8/16/21
0.10
1,983
1,937
34
4/23/21
6/17/21
7/16/21
0.10
1,964
1,888
33
2/26/21
5/18/21
6/15/21
0.10
1,964
1,671
29
2/26/21
4/20/21
5/14/21
0.10
1,937
1,794
29
2/26/21
3/18/21
4/16/21
0.10
1,938
1,653
28
$
1.25
$
20,871
21,968
$
371
Year Ended December 31, 2020
10/26/20
2/19/21
3/16/21
$
0.10
$
1,904
1,729
$
24
10/26/20
1/20/21
2/17/21
0.10
1,904
1,681
25
10/26/20
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
$
22,189
21,975
$
266
On February 25, 2022, 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, 2022
March 18, 2022
April 14, 2022
$
0.10
April 18, 2022
April 19, 2022
May 16, 2022
$
0.10
May 17, 2022
May 18, 2022
June 15, 2022
$
0.10
After paying distributions of $1.25 per share deemed paid for tax purposes in 2021, declaring on October 22, 2021 a distribution of $0.10 per share payable January 14, 2022, and taxable earnings of $1.48 per share in 2021, the Company’s undistributed spillover income as of December 31, 2021 was $0.51 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.
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Note 12. Subsequent events
On January 7, 2022, we funded a $1.3 million debt investment to an existing portfolio company, Unagi Inc.
On January 21, 2022, we funded a $7.5 million debt investment to a new portfolio company, Cognoa, Inc.
On January 26, 2022, we funded a $5.0 million debt investment to an existing portfolio company, Castle Creek Biosciences, Inc.
On January 28, 2022, we funded a $1.0 million debt investment to an existing portfolio company, Alula Holdings, Inc.
On February 1, 2022, we funded a $2.5 million debt investment to an existing portfolio company, Dropoff, Inc.
On February 7, 2022, we funded a $5.0 million debt investment to an existing portfolio company, Canary Medical Inc.
On February 10, 2022, we funded a $7.5 million debt investment to a new portfolio company, Lemongrass Holdings, Inc.
On February 11, 2022, Quip NYC Inc. prepaid its outstanding principal balance of $10.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. The Company continues to hold warrants in Quip NYC Inc.
On February 23, 2022, we funded a $2.5 million debt investment to an existing portfolio company, NextCar Holding Company, Inc.
On February 24, 2022, LiquiGlide, Inc. prepaid its outstanding principal balance of $2.0 million on its venture loan, plus interest, end-of-term payment and prepayment fee. The Company continues to hold warrants in Liquiglide, Inc.
On February 25, 2022, the Company amended its NYL Facility, increasing the commitment by $100 million to enable its wholly-owned subsidiary to issue up to $200 million of secured notes. The amendment to the facility extends the investment period to June 2023 and the maturity date to June 2028. In addition, the amendment, among other things, reduces the applicable margin used to calculate the credit facility’s interest rate on the Company’s borrowings above $100 million. Such borrowings will be priced at the three-year USD mid-market swap rate plus 3.00%.
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Note 13. Financial highlights
The following table shows financial highlights for the Company:
Year ended December 31,
2021
2020
2019
2018
2017
(In thousands, except share and per share data)
Per share data:
Net asset value at beginning of period
$
11.02
$
11.83
$
11.64
$
11.72
$
12.09
Net investment income
1.41
1.18
1.52
1.20
1.07
Realized (loss) gain
(0.18)
(0.84)
(0.31)
0.06
(1.84)
Unrealized appreciation (depreciation) on investments
0.16
0.02
0.24
(0.13)
1.60
Net increase in net assets resulting from operations
1.39
0.36
1.45
1.13
0.83
Distributions declared (1)
(1.25)
(1.25)
(1.20)
(1.20)
(1.20)
From net investment income
(1.25)
(1.25)
(1.20)
(1.20)
(1.20)
From net realized gain on investments
—
—
—
—
—
Return of capital
—
—
—
—
—
Other (2)
0.40
0.08
(0.06)
(0.01)
—
Net asset value at end of period
$
11.56
$
11.02
$
11.83
$
11.64
$
11.72
Per share market value, beginning of period
$
13.24
$
12.93
$
11.25
$
11.22
$
10.53
Per share market value, end of period
$
15.92
$
13.24
12.93
11.25
11.22
Total return based on a market value (3)
29.7
%
12.1
%
25.6
%
11.0
%
17.9
%
Shares outstanding at end of period
21,217,460
19,286,356
15,563,290
11,535,129
11,520,406
Ratios to average net assets:
Expenses without incentive fees
10.5
%
10.0
%
10.8
%
10.4
%
8.6
%
Incentive fees
3.1
%
2.6
%
3.2
%
2.4
%
1.2
%
Net expenses
13.6
%
12.6
%
14.0
%
12.8
%
9.8
%
Net investment income with incentive fees
12.2
%
10.4
%
12.8
%
10.3
%
9.0
%
Ratios, without waivers, to average net assets:
Expenses without incentive value (4)
10.5
%
10.0
%
10.8
%
10.4
%
8.6
%
Incentive fees (4)
3.1
%
2.6
%
4.4
%
3.3
%
1.3
%
Net expenses (4)
13.6
%
12.6
%
15.2
%
13.7
%
9.9
%
Net investment income with incentive fees (4)
12.2
%
10.4
%
11.6
%
9.4
%
8.9
%
Net assets at the end of the period
$
245,335
$
212,597
$
184,055
$
134,257
$
135,075
Average net asset value
$
231,215
$
199,302
$
160,008
$
134,364
$
137,293
Average debt per share
$
11.27
$
9.97
$
10.05
$
8.62
$
6.60
Portfolio turnover ratio
45.4
% (5)
38.7
% (5)
82.0
% (6)
50.4
% (6)
79.4
% (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. The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of common stock in the Company’s continuous public offering and pursuant to the Company’s distribution reinvestment plan. The issuance of common stock at an offering price, net of sales commissions and dealer manager fees, that is greater than the net asset value per share results in an increase in net asset value per share.
(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 Operations
(Dollars in thousands)
For the period
January 1, 2020
For the year
through
ended
April 21
December 31
2020
2019
Investment income
Interest income
$
1,353
$
5,291
Prepayment fee income
112
389
Fee income
—
19
Total investment income
1,465
5,699
Expenses
Interest expense
1,165
1,101
General and administrative
64
126
Total expenses
1,229
1,227
Net investment income
236
4,472
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)
Net unrealized depreciation on investments
(392)
(28)
Net realized and unrealized loss on investments
(272)
(28)
Net (decrease) increase in net assets resulting from operations
$
(36)
$
4,444
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.