UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

x

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

For The Quarterly Period Ended June 30, 2014

OR

¨

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

Commission File Number: 814-00702

 

HERCULES TECHNOLOGY GROWTH

CAPITAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Maryland

 

743113410

(State or Jurisdiction of

Incorporation or Organization)

 

(IRS Employer

Identification No.)

 

400 Hamilton Ave., Suite 310

Palo Alto, California

(Address of Principal Executive Offices)

 

94301

(Zip Code)

 

(650) 289-3060

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

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

 

Large accelerated filer

 

x

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

¨

  

Smaller reporting company

 

¨

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

On August 4, 2014, there were 63,252,132 shares outstanding of the Registrant’s common stock, $0.001 par value.

 

 

 

 

 


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

FORM 10-Q TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

  

3

 

Item 1.

 

 

Consolidated Financial Statements

  

3

 

 

 

Consolidated Statement of Assets and Liabilities as of June 30, 2014 (unaudited) and December 31, 2013

  

3

 

 

 

Consolidated Statement of Operations for the three and six month periods ended June 30, 2014 and 2013 (unaudited)

  

5

 

 

 

Consolidated Statement of Changes in Net Assets for the three and six month periods ended June 30, 2014 and 2013 (unaudited)

  

6

 

 

 

Consolidated Statement of Cash Flows for the six month periods ended June 30, 2014 and 2013 (unaudited)

  

7

 

 

 

Consolidated Schedule of Investments as of June 30, 2014 (unaudited)

  

8

 

 

 

Consolidated Schedule of Investments as of December 31, 2013

  

22

 

 

 

Notes to Consolidated Financial Statements (unaudited)

  

36

Item 2.

 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

62

Item 3.

 

 

Quantitative and Qualitative Disclosures About Market Risk

  

97

Item 4.

 

 

Controls and Procedures

  

97

 

PART II. OTHER INFORMATION

  

99

 

Item 1.

 

Legal Proceedings

  

99

 

 

 

Item 1A. Risk Factors

  

99

Item 2.

 

 

Unregistered Sales of Equity Securities and Use of Proceeds

  

100

Item 3.

 

 

Defaults Upon Senior Securities

  

100

Item 4.

 

 

Mine Safety Disclosures

  

100

Item 5.

 

 

Other Information

  

100

Item 6.

 

 

Exhibits

  

100

 

SIGNATURES

  

101

 

 

 

2


 

PART I: FINANCIAL INFORMATION

In this Quarterly Report, the “Company,” “Hercules,” “we,” “us” and “our” refer to Hercules Technology Growth Capital, Inc. and its wholly owned subsidiaries and its affiliated securitization trusts unless the context otherwise requires.

 

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(unaudited)

(dollars in thousands, except per share data)

 

 

 

June 30, 2014

 

 

December 31, 2013

 

Assets

 

 

 

 

 

 

 

 

Investments:

 

 

 

 

 

 

 

 

Non-control/Non-affiliate investments (cost of $980,524 and $891,059, respectively)

 

$

983,952

 

 

$

899,314

 

Affiliate investments (cost of $15,053 and $15,238, respectively)

 

 

7,393

 

 

 

10,981

 

Total investments, at value (cost of $995,577 and $906,297, respectively)

 

 

991,345

 

 

 

910,295

 

Cash and cash equivalents

 

 

116,008

 

 

 

268,368

 

Restricted cash

 

 

3,491

 

 

 

6,271

 

Interest receivable

 

 

8,700

 

 

 

8,962

 

Other assets

 

 

29,929

 

 

 

27,819

 

Total assets

 

$

1,149,473

 

 

$

1,221,715

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

10,393

 

 

$

14,268

 

Long-term Liabilities (Convertible Senior Notes)

 

 

73,060

 

 

 

72,519

 

Asset-Backed Notes

 

 

46,547

 

 

 

89,557

 

2019 Notes

 

 

170,364

 

 

 

170,364

 

Long-term SBA Debentures

 

 

190,200

 

 

 

225,000

 

Total liabilities

 

$

490,564

 

 

$

571,708

 

Commitments and Contingencies (Note 10)

 

 

 

 

 

 

 

 

Net assets consist of:

 

 

 

 

 

 

 

 

Common stock, par value

 

 

64

 

 

 

62

 

Capital in excess of par value

 

 

668,673

 

 

 

656,594

 

Unrealized appreciation (depreciation) on investments

 

 

(5,224

)

 

 

3,598

 

Accumulated realized losses on investments

 

 

(7,897

)

 

 

(15,240

)

Undistributed net investment income

 

 

3,293

 

 

 

4,993

 

Total net assets

 

$

658,909

 

 

$

650,007

 

Total liabilities and net assets

 

$

1,149,473

 

 

$

1,221,715

 

Shares of common stock outstanding ($0.001 par value, 100,000,000 authorized)

 

 

63,251

 

 

 

61,837

 

Net asset value per share

 

$

10.42

 

 

$

10.51

 

 

See notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

The following table presents the assets and liabilities of our consolidated securitization trust for asset-backed notes (see Note 4), which is a variable interest entity (“VIE”). The assets of our securitization VIE can only be used to settle obligations of our consolidated securitization VIE, these liabilities are only the obligations of our consolidated securitization VIE, and the creditors (or beneficial interest holders) do not have recourse to our general credit. These assets and liabilities are included in the Consolidated Statements of Assets and Liabilities above.

 

(Dollars in thousands)

 

June 30, 2014

 

 

December 31, 2013

 

ASSETS

 

 

 

 

 

 

 

 

Restricted Cash

 

$

3,491

 

 

$

6,271

 

Total investments, at value (cost of $102,927 and $166,513, respectively)

 

 

100,773

 

 

 

165,445

 

Total assets

 

$

104,264

 

 

$

171,716

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Asset-Backed Notes

 

$

46,547

 

 

$

89,557

 

Total liabilities

 

$

46,547

 

 

$

89,557

 

 

See notes to consolidated financial statements.

 

 

4


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share data)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Investment income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Control/Non-Affiliate investments

$

30,384

 

 

$

29,780

 

 

$

59,766

 

 

$

58,099

 

Affiliate investments

 

152

 

 

 

514

 

 

 

1,616

 

 

 

1,124

 

Total interest income

 

30,536

 

 

 

30,294

 

 

 

61,382

 

 

 

59,223

 

Fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Control/Non-Affiliate investments

 

3,454

 

 

 

4,227

 

 

 

8,366

 

 

 

6,255

 

Affiliate investments

 

11

 

 

 

4

 

 

 

23

 

 

 

4

 

Total fees

 

3,465

 

 

 

4,231

 

 

 

8,389

 

 

 

6,259

 

Total investment income

 

34,001

 

 

 

34,525

 

 

 

69,771

 

 

 

65,482

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

6,534

 

 

 

7,570

 

 

 

13,682

 

 

 

15,202

 

Loan fees

 

1,091

 

 

 

1,191

 

 

 

3,167

 

 

 

2,269

 

General and administrative

 

2,126

 

 

 

2,403

 

 

 

4,587

 

 

 

4,655

 

Employee Compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

3,233

 

 

 

4,164

 

 

 

7,454

 

 

 

7,962

 

Stock-based compensation

 

2,466

 

 

 

1,587

 

 

 

4,026

 

 

 

2,753

 

Total employee compensation

 

5,699

 

 

 

5,751

 

 

 

11,480

 

 

 

10,715

 

Total operating expenses

 

15,450

 

 

 

16,915

 

 

 

32,916

 

 

 

32,841

 

Net investment income

 

18,551

 

 

 

17,610

 

 

 

36,855

 

 

 

32,641

 

Net realized gain on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Control/Non-Affiliate investments

 

2,470

 

 

 

2,192

 

 

 

7,343

 

 

 

4,184

 

Total net realized gain on investments

 

2,470

 

 

 

2,192

 

 

 

7,343

 

 

 

4,184

 

Net increase in unrealized appreciation (depreciation) on investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Control/Non-Affiliate investments

 

(4,378

)

 

 

1,987

 

 

 

(5,418

)

 

 

2,087

 

Affiliate investments

 

(3,452

)

 

 

(910

)

 

 

(3,404

)

 

 

(1,344

)

Total net unrealized appreciation (depreciation) on

   investments

 

(7,830

)

 

 

1,077

 

 

 

(8,822

)

 

 

743

 

Total net realized and unrealized gain (loss)

 

(5,360

)

 

 

3,269

 

 

 

(1,479

)

 

 

4,927

 

Net increase in net assets resulting from operations

$

13,191

 

 

$

20,879

 

 

$

35,376

 

 

$

37,568

 

Net investment income before investment gains and losses per

   common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.30

 

 

$

0.29

 

 

$

0.59

 

 

$

0.56

 

Change in net assets per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.21

 

 

$

0.34

 

 

$

0.57

 

 

$

0.65

 

Diluted

$

0.20

 

 

$

0.34

 

 

$

0.55

 

 

$

0.64

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

61,089

 

 

 

60,339

 

 

 

60,980

 

 

 

57,029

 

Diluted

 

62,588

 

 

 

61,145

 

 

 

62,642

 

 

 

57,802

 

Dividends declared per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.31

 

 

$

0.28

 

 

$

0.62

 

 

$

0.55

 

 

See notes to consolidated financial statements.

 

 

 

5


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(unaudited)

(dollars and shares in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undistributed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

net investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

income/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized

 

 

Accumulated

 

 

(Distributions

 

 

Provision for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital in

 

 

Appreciation

 

 

Realized

 

 

in excess of

 

 

Income Taxes

 

 

 

 

 

 

Common Stock

 

 

excess

 

 

(Depreciation)

 

 

Gains(Losses)

 

 

investment

 

 

on Investment

 

 

Net

 

 

Shares

 

 

Par Value

 

 

of par value

 

 

on Investments

 

 

on Investments

 

 

income)

 

 

Gains

 

 

Assets

 

Balance at December 31, 2012

 

52,925

 

 

$

53

 

 

$

564,508

 

 

$

(7,947

)

 

$

(36,916

)

 

$

(3,388

)

 

$

(342

)

 

$

515,968

 

Net increase in net assets resulting from operations

 

 

 

 

 

 

 

 

 

 

743

 

 

 

4,184

 

 

 

32,641

 

 

 

 

 

 

37,568

 

Issuance of common stock

 

612

 

 

 

1

 

 

 

7,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,251

 

Issuance of common stock under restricted stock plan

 

501

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock as stock dividend

 

93

 

 

 

 

 

 

1,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,189

 

Retired shares from net issuance

 

(544

)

 

 

(1

)

 

 

(8,390

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,391

)

Public offering

 

8,050

 

 

 

8

 

 

 

95,469

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

95,477

 

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,014

)

 

 

 

 

 

(30,014

)

Stock-based compensation

 

 

 

 

 

 

 

2,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,792

 

Balance at June 30, 2013

 

61,637

 

 

$

62

 

 

$

662,818

 

 

$

(7,204

)

 

$

(32,732

)

 

$

(762

)

 

$

(342

)

 

$

621,840

 

Balance at December 31, 2013

 

61,837

 

 

$

62

 

 

$

656,594

 

 

$

3,598

 

 

$

(15,240

)

 

$

5,335

 

 

$

(342

)

 

$

650,007

 

Net increase in net assets resulting from operations

 

 

 

 

 

 

 

 

 

 

(8,822

)

 

 

7,343

 

 

 

36,855

 

 

 

 

 

 

35,376

 

Issuance of common stock

 

104

 

 

 

 

 

 

1,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,342

 

Issuance of common stock under restricted stock plan

 

697

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock as stock dividend

 

45

 

 

 

 

 

 

664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

664

 

Retired shares from net issuance

 

(82

)

 

 

 

 

 

(3,444

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,444

)

Public offering

 

650

 

 

 

1

 

 

 

9,457

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,458

 

Dividends declared

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(38,555

)

 

 

 

 

 

(38,555

)

Stock-based compensation

 

 

 

 

 

 

 

4,061

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,061

 

Balance at June 30, 2014

 

63,251

 

 

$

64

 

 

$

668,673

 

 

$

(5,224

)

 

$

(7,897

)

 

$

3,635

 

 

$

(342

)

 

$

658,909

 

 

 

 

See notes to consolidated financial statements.

 

 

 

6


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(dollars in thousands)

 

 

 

 

 

Six Months Ended June 30,

 

 

2014

 

 

2013

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

$

35,376

 

 

$

37,568

 

Adjustments to reconcile net increase in net assets resulting from operations to net cash

   provided by (used in) operating activities:

 

 

 

 

 

 

 

Purchase of investments

 

(286,837

)

 

 

(341,678

)

Principal payments received on investments

 

200,704

 

 

 

203,357

 

Proceeds from sale of investments

 

10,271

 

 

 

11,401

 

Net unrealized depreciation (appreciation) on investments

 

8,822

 

 

 

(743

)

Net realized gain on investments

 

(7,343

)

 

 

(4,184

)

Accretion of paid-in-kind principal

 

(1,337

)

 

 

(1,420

)

Accretion of loan discounts

 

(5,170

)

 

 

(2,702

)

Accretion of loan discount on Convertible Senior Notes

 

541

 

 

 

541

 

Accretion of loan exit fees

 

373

 

 

 

(4,465

)

Change in deferred loan origination revenue

 

(349

)

 

 

2,929

 

Unearned fees related to unfunded commitments

 

(5,786

)

 

 

1,459

 

Amortization of debt fees and issuance costs

 

2,889

 

 

 

1,988

 

Depreciation

 

106

 

 

 

88

 

Stock-based compensation and amortization of restricted stock grants

 

4,061

 

 

 

2,792

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

Interest and fees receivable

 

262

 

 

 

(610

)

Prepaid expenses and other assets

 

576

 

 

 

153

 

Accounts payable

 

571

 

 

 

655

 

Accrued liabilities

 

(4,849

)

 

 

(721

)

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

(47,119

)

 

 

(93,593

)

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of capital equipment

 

(57

)

 

 

(157

)

Reduction of (investment in) restricted cash

 

2,780

 

 

 

(1,658

)

Other long-term assets

 

 

 

 

(30

)

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

2,723

 

 

 

(1,845

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from issuance (repurchase of employee shares due to restricted stock vesting) of

   common stock, net

 

7,771

 

 

 

94,250

 

Dividends paid

 

(37,891

)

 

 

(28,825

)

Repayments of Asset-Backed Notes

 

(43,010

)

 

 

(19,036

)

Repayments of Long-Term SBA Debentures

 

(34,800

)

 

 

 

Fees paid for credit facilities and debentures

 

(34

)

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

(107,964

)

 

 

46,389

 

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(152,360

)

 

 

(49,049

)

Cash and cash equivalents at beginning of period

 

268,368

 

 

 

182,994

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

$

116,008

 

 

$

133,944

 

Supplemental non-cash investing and financing activities:

 

 

 

 

 

 

 

Dividends Reinvested

$

664

 

 

$

1,189

 

Paid-in-Kind Principal

$

1,337

 

 

$

1,420

 

 

See notes to consolidated financial statements.

 

 

 

7


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor

 

Principal Amount

 

 

Cost(2)

 

 

Value(3)

 

Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Labcyte, Inc.(11)(13)(14)

 

Biotechnology Tools

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 6.70% or Floor rate of 9.95%

 

$

3,502

 

 

$

3,620

 

 

$

3,601

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

3,620

 

 

 

3,601

 

Subtotal: Biotechnology Tools (0.55%)*

 

 

 

 

 

 

 

 

 

 

 

 

3,620

 

 

 

3,601

 

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OpenPeak, Inc.(11)(13)

 

Communications & Networking

 

Senior Secured

 

April 2017

 

Interest rate PRIME + 8.75% or Floor rate of 12.00%

 

$

10,042

 

 

 

10,116

 

 

 

10,116

 

SkyCross, Inc. (13)

 

Communications & Networking

 

Senior Secured

 

January 2018

 

Interest rate PRIME + 7.70% or Floor rate of 10.95%

 

$

22,000

 

 

 

21,369

 

 

 

21,369

 

Spring Mobile Solutions, Inc.(13)

 

Communications & Networking

 

Senior Secured

 

November 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

18,840

 

 

 

18,816

 

 

 

19,004

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

50,301

 

 

 

50,489

 

Subtotal: Communications & Networking (7.67%)*

 

 

 

 

 

 

 

 

 

 

 

 

50,301

 

 

 

50,489

 

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fluc, Inc.(9)

 

Consumer & Business Products

 

Convertible Senior Debt

 

March 2017

 

Interest rate FIXED 4.00%

 

$

100

 

 

 

100

 

 

 

100

 

Pong Research Corporation(13)

 

Consumer & Business Products

 

Senior Secured

 

December 2017

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

5,000

 

 

 

4,833

 

 

 

4,833

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

4,933

 

 

 

4,933

 

Subtotal: Consumer & Business Products (0.75%)*

 

 

 

 

 

 

 

 

 

 

 

 

4,933

 

 

 

4,933

 

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revance Therapeutics, Inc.(3)(13)

 

Drug Delivery

 

Senior Secured

 

March 2015

 

Interest rate PRIME + 6.60% or Floor rate of 9.85%

 

$

604

 

 

 

639

 

 

 

639

 

 

 

Drug Delivery

 

Senior Secured

 

March 2015

 

Interest rate PRIME + 6.60% or Floor rate of 9.85%

 

$

6,043

 

 

 

6,360

 

 

 

6,360

 

Total Revance Therapeutics, Inc.

 

 

 

 

 

 

 

$

6,647

 

 

 

6,999

 

 

 

6,999

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

6,999

 

 

 

6,999

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc.(3)(10)(13)(14)

 

Drug Delivery

 

Senior Secured

 

October 2017

 

Interest rate PRIME + 3.85% or Floor rate of 9.10%

 

$

25,000

 

 

 

24,461

 

 

 

24,231

 

BIND Therapeutics, Inc.(3)(13)(14)

 

Drug Delivery

 

Senior Secured

 

September 2016

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%

 

$

4,102

 

 

 

4,113

 

 

 

4,155

 

Celator Pharmaceuticals, Inc.(3)(13)

 

Drug Delivery

 

Senior Secured

 

December 2017

 

Interest rate PRIME + 6.50% or Floor rate of 9.75%

 

$

10,000

 

 

 

9,806

 

 

 

9,806

 

Celsion Corporation(3)(13)

 

Drug Delivery

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

10,000

 

 

 

9,671

 

 

 

9,864

 

Dance Biopharm, Inc.(13)(14)

 

Drug Delivery

 

Senior Secured

 

November 2017

 

Interest rate PRIME + 7.40% or Floor rate of 10.65%

 

$

4,000

 

 

 

3,905

 

 

 

3,873

 

Neos Therapeutics, Inc.(13)(14)

 

Drug Delivery

 

Senior Secured

 

October 2017

 

Interest rate FIXED 9.00%

 

$

10,000

 

 

 

9,879

 

 

 

9,879

 

Zosano Pharma, Inc.(13)

 

Drug Delivery

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 6.80% or Floor rate of 12.05%

 

$

4,000

 

 

 

3,821

 

 

 

3,821

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

65,656

 

 

 

65,629

 

Subtotal: Drug Delivery (11.04%)*

 

 

 

 

 

 

 

 

 

 

 

 

72,655

 

 

 

72,628

 

See notes to consolidated financial statements.

8


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor

 

Principal Amount

 

 

Cost(2)

 

 

Value(3)

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADMA Biologics, Inc.(3)(12)

 

Drug Discovery & Development

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 3.00% or Floor rate of 8.75%, PIK Interest of 1.95%

 

$

10,053

 

 

$

9,891

 

 

$

9,891

 

Anacor Pharmaceuticals, Inc.(14)

 

Drug Discovery & Development

 

Senior Secured

 

July 2017

 

Interst rate PRIME + 6.40% or Floor rate of 11.65%

 

$

30,000

 

 

 

29,263

 

 

 

29,835

 

Aveo Pharmaceuticals, Inc.(3)(10)(11)(14)

 

Drug Discovery & Development

 

Senior Secured

 

September 2015

 

Interest rate PRIME + 7.15% or Floor rate of 11.90%

 

$

14,281

 

 

 

14,281

 

 

 

14,201

 

Cempra, Inc.(3)(13)

 

Drug Discovery & Development

 

Senior Secured

 

April 2018

 

Interest rate PRIME + 6.30% or Floor rate of 9.55%

 

$

18,000

 

 

 

18,000

 

 

 

18,000

 

Cleveland BioLabs, Inc.(3)(14)

 

Drug Discovery & Development

 

Senior Secured

 

January 2017

 

Interest rate PRIME + 6.20% or Floor rate of 10.45%

 

$

2,000

 

 

 

2,000

 

 

 

2,060

 

Concert Pharmaceuticals, Inc.(3)(4)

 

Drug Discovery & Development

 

Senior Secured

 

October 2015

 

Interest rate PRIME + 3.25% or Floor rate of 8.50%

 

$

11,217

 

 

 

11,131

 

 

 

10,976

 

CTI BioPharma Corp.(11)

 

Drug Discovery & Development

 

Senior Secured

 

October 2016

 

Interest rate PRIME + 9.00% or Floor rate 12.25%

 

$

15,000

 

 

 

14,954

 

 

 

14,954

 

Insmed, Incorporated(11)(13)

 

Drug Discovery & Development

 

Senior Secured

 

January 2016

 

Interest rate PRIME + 4.75% or Floor rate of 9.25%

 

$

20,000

 

 

 

19,766

 

 

 

19,659

 

Lithera, Inc(13)

 

Drug Discovery & Development

 

Senior Secured

 

January 2018

 

Interest rate PRIME + 5.75% or Floor rate of 9.0%

 

$

4,000

 

 

 

3,888

 

 

 

3,888

 

Merrimack Pharmaceuticals, Inc.(3)(13)

 

Drug Discovery & Development

 

Senior Secured

 

November 2016

 

Interest rate PRIME + 5.30% or Floor rate of 10.55%

 

$

40,000

 

 

 

40,480

 

 

 

39,640

 

Nanotherapeutics, Inc.(13)

 

Drug Discovery & Development

 

Senior Secured

 

November 2017

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

10,000

 

 

 

9,108

 

 

 

9,108

 

Neuralstem, Inc.(13)(14)

 

Drug Discovery & Development

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

6,575

 

 

 

6,586

 

 

 

6,716

 

uniQure B.V.(3)(5)(10)(13)

 

Drug Discovery & Development

 

Senior Secured

 

June 2018

 

Interest rate PRIME + 5.00% or Floor rate of 10.25%

 

$

20,000

 

 

 

19,801

 

 

 

19,801

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

199,149

 

 

 

198,729

 

Subtotal: Drug Discovery & Development (30.21%)*

 

 

 

 

 

 

 

 

 

 

 

 

199,149

 

 

 

198,729

 

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plures Technologies, Inc.(8)(12)

 

Electronics & Computer Hardware

 

Senior Secured

 

October 2016

 

Interest rate LIBOR + 8.75% or Floor rate of 12.00%, PIK Interest of 4.00%

 

$

267

 

 

 

179

 

 

 

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

179

 

 

 

 

Subtotal: Electronics & Computer Hardware (0.00%)*

 

 

 

 

 

 

 

 

 

 

 

 

179

 

 

 

 

 

Energy Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

American Superconductor Corporation(3)(11)(13)

 

Energy Technology

 

Senior Secured

 

December 2014

 

Interest rate PRIME + 7.25% or Floor rate of 11.00%

 

$

2,308

 

 

 

2,778

 

 

 

2,778

 

Glori Energy, Inc.(3)(11)(13)

 

Energy Technology

 

Senior Secured

 

June 2015

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

3,556

 

 

 

3,766

 

 

 

3,766

 

Scifiniti (pka Integrated Photovoltaics, Inc.)(14)

 

Energy Technology

 

Senior Secured

 

February 2015

 

Interest rate PRIME + 7.38% or Floor rate of 10.63%

 

$

861

 

 

 

855

 

 

 

855

 

Stion Corporation(4)(6)(13)

 

Energy Technology

 

Senior Secured

 

February 2015

 

Interest rate PRIME + 8.75% or Floor rate of 12.00%

 

$

3,789

 

 

 

3,821

 

 

 

2,300

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

11,220

 

 

 

9,699

 

See notes to consolidated financial statements.

9


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor

 

Principal Amount

 

 

Cost(2)

 

 

Value(3)

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agrivida, Inc.(14)

 

Energy Technology

 

Senior Secured

 

December 2016

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

6,000

 

 

$

5,995

 

 

$

4,030

 

American Superconductor Corporation(3)(11)(13)

 

Energy Technology

 

Senior Secured

 

November 2016

 

Interest rate PRIME + 7.25% or Floor rate of 11.00%

 

$

9,712

 

 

 

9,703

 

 

 

9,847

 

Amyris, Inc.(10)

 

Energy Technology

 

Senior Secured

 

February 2017

 

Interest rate PRIME + 6.25% or Floor rate of 9.5%

 

$

25,000

 

 

 

25,000

 

 

 

25,000

 

 

 

Energy Technology

 

Senior Secured

 

February 2017

 

Interest rate PRIME + 5.25% or Floor rate of 8.50%

 

$

5,000

 

 

 

5,000

 

 

 

5,000

 

Total Amyris, Inc.

 

 

 

 

 

 

 

 

 

$

30,000

 

 

 

30,000

 

 

 

30,000

 

BioAmber, Inc.(5)(10)(13)

 

Energy Technology

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

25,000

 

 

 

26,135

 

 

 

26,385

 

Enphase Energy, Inc.(13)

 

Energy Technology

 

Senior Secured

 

August 2016

 

Interest rate PRIME + 8.25% or Floor rate of 11.50%

 

$

6,531

 

 

 

6,603

 

 

 

6,734

 

Fluidic, Inc. (13)

 

Energy Technology

 

Senior Secured

 

March 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

5,000

 

 

 

5,001

 

 

 

5,025

 

Fulcrum Bioenergy, Inc.(11)(13)

 

Energy Technology

 

Senior Secured

 

November 2016

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

8,942

 

 

 

8,957

 

 

 

8,957

 

Polyera Corporation(13)(14)

 

Energy Technology

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

4,758

 

 

 

4,855

 

 

 

4,778

 

TAS Energy, Inc.(13)

 

Energy Technology

 

Senior Secured

 

December 2015

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

10,064

 

 

 

10,203

 

 

 

10,203

 

TPI Composites, Inc.(13)

 

Energy Technology

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

15,000

 

 

 

15,134

 

 

 

15,261

 

 

 

Energy Technology

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

5,000

 

 

 

4,965

 

 

 

4,965

 

Total TPI Composites, Inc.

 

 

 

 

 

 

 

 

 

$

20,000

 

 

 

20,099

 

 

 

20,226

 

ULTURA, Inc.(12)(13)

 

Energy Technology

 

Senior Secured

 

April 2017

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

18,338

 

 

 

18,193

 

 

 

17,697

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

145,744

 

 

 

143,882

 

Subtotal: Energy Technology (23.19%)*

 

 

 

 

 

 

 

 

 

 

 

 

156,964

 

 

 

153,581

 

 

Healthcare Services, Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

InstaMed Communications, LLC(13)(14)

 

Healthcare Services, Other

 

Senior Secured

 

December 2016

 

Interest rate PRIME + 7.25% or Floor rate of 10.50%

 

$

3,000

 

 

 

3,039

 

 

 

3,096

 

MDEverywhere, Inc.(13)

 

Healthcare Services, Other

 

Senior Secured

 

June 2017

 

Interest rate LIBOR + 9.50% or Floor rate of 10.75%

 

$

2,500

 

 

 

2,478

 

 

 

2,343

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

5,517

 

 

 

5,439

 

Subtotal: Healthcare Services, Other (0.83%)*

 

 

 

 

 

 

 

 

 

 

 

 

5,517

 

 

 

5,439

 

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eccentex Corporation(11)(13)

 

Information Services

 

Senior Secured

 

May 2015

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%

 

$

436

 

 

 

446

 

 

 

118

 

Womensforum.com(11)(12)

 

Information Services

 

Senior Secured

 

April 2015

 

Interest rate LIBOR + 6.50% or Floor rate of 9.00%

 

$

1,250

 

 

 

1,237

 

 

 

1,237

 

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

1,683

 

 

 

1,355

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

InXpo, Inc.(13)(14)

 

Information Services

 

Senior Secured

 

July 2016

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

2,057

 

 

 

2,035

 

 

 

1,955

 

Womensforum.com(11)(12)

 

Information Services

 

Senior Secured

 

October 2016

 

Interest rate LIBOR + 7.50% or Floor rate of 10.25%, PIK Interest 2.00%

 

$

4,654

 

 

 

4,594

 

 

 

4,594

 

 

 

Information Services

 

Senior Secured

 

October 2016

 

Interest rate LIBOR + 6.50% or Floor rate of 9.25%

 

$

6,300

 

 

 

6,219

 

 

 

6,219

 

Total Womensforum.com

 

 

 

 

 

 

 

 

 

$

10,954

 

 

 

10,813

 

 

 

10,813

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

12,848

 

 

 

12,768

 

Subtotal: Information Services (2.15%)*

 

 

 

 

 

 

 

 

 

 

 

 

14,531

 

 

 

14,123

 

See notes to consolidated financial statements.

10


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor

 

Principal Amount

 

 

Cost(2)

 

 

Value(3)

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gazelle, Inc.(12)(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

December 2014

 

Interest rate PRIME + 6.50% or Floor rate of 9.75%

 

$

1,021

 

 

$

1,008

 

 

$

1,008

 

NetPlenish(8)(9)(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

April 2015

 

Interest rate FIXED 10.00%

 

$

95

 

 

 

95

 

 

 

 

Tectura Corporation(8)(12)

 

Internet Consumer & Business Services

 

Senior Secured

 

N/A

 

Interest rate LIBOR + 10.00% or Floor rate of 13.00%

 

$

143

 

 

 

143

 

 

 

51

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

N/A

 

Interest rate LIBOR + 10.00% or Floor rate of 13.00%

 

$

6,468

 

 

 

6,467

 

 

 

2,283

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

N/A

 

Interest rate LIBOR + 10.00% or Floor rate of 13.00%

 

$

563

 

 

 

563

 

 

 

199

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

N/A

 

Interest rate LIBOR + 10.00% or Floor rate of 13.00%

 

$

5,000

 

 

 

5,000

 

 

 

1,765

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

N/A

 

Interest rate LIBOR + 8.00% or Floor rate of 11.00%, PIK Interest 1.00%

 

$

10,777

 

 

 

10,777

 

 

 

3,083

 

Total Tectura Corporation

 

 

 

 

 

 

 

 

 

$

22,951

 

 

 

22,950

 

 

 

7,381

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

24,053

 

 

 

8,389

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blurb, Inc.(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

December 2015

 

Interest rate PRIME + 5.25% or Floor rate of 8.50%

 

$

4,867

 

 

 

4,867

 

 

 

4,867

 

CashStar, Inc.(12)(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 6.25% or Floor rate 10.50%, PIK Interest 1.00%

 

$

8,049

 

 

 

7,903

 

 

 

8,002

 

Education Dynamics, LLC(12)(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

March 2016

 

Interest rate LIBOR + 12.5% or Floor rate 12.50%, PIK Interest 1.50%

 

$

22,552

 

 

 

22,166

 

 

 

22,623

 

Gazelle, Inc.(12)(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

April 2016

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%, PIK Interest 2.50%

 

$

12,522

 

 

 

12,466

 

 

 

12,466

 

Just Fabulous, Inc.(13)

 

Internet Consumer & Business Services

 

Senior Secured

 

February 2017

 

Interest rate PRIME + 8.25% or Floor rate of 11.50%

 

$

15,000

 

 

 

14,217

 

 

 

14,667

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

August 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

15,000

 

 

 

14,484

 

 

 

14,484

 

Total Just Fabulous, Inc.

 

 

 

 

 

 

 

 

 

$

30,000

 

 

 

28,701

 

 

 

29,151

 

LightSpeed Retail, Inc.(5)(10)

 

Internet Consumer & Business Services

 

Senior Secured

 

May 2018

 

Interest rate PRIME + 3.25% or Floor rate of 6.50%

 

$

2,000

 

 

 

1,982

 

 

 

1,982

 

NetPlenish(8)(9)(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate FIXED 10.00%

 

$

382

 

 

 

374

 

 

 

 

Reply! Inc.(11)(12)(13)

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate PRIME + 6.88% or Floor rate of 10.13%, PIK Interest 2.00%

 

$

8,821

 

 

 

8,940

 

 

 

8,896

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate PRIME + 7.25% or Floor rate of 11.00%, PIK Interest 2.00%

 

$

1,944

 

 

 

1,981

 

 

 

2,000

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

February 2016

 

Interest rate PRIME + 7.25% or Floor rate of 10.50%, PIK Interest 2.00%

 

$

3,046

 

 

 

2,879

 

 

 

2,939

 

Total Reply! Inc.

 

 

 

 

 

 

 

 

 

$

13,811

 

 

 

13,800

 

 

 

13,835

 

Vaultlogix, LLC(12)(13)(14)

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2016

 

Interest rate LIBOR + 8.50% or Floor rate of 10.00%, PIK interest 2.50%

 

$

8,050

 

 

 

8,025

 

 

 

8,010

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate LIBOR + 7.00% or Floor rate of 8.50%

 

$

6,622

 

 

 

6,725

 

 

 

6,725

 

Total Vaultlogix, LLC

 

 

 

 

 

 

 

 

 

$

14,672

 

 

 

14,750

 

 

 

14,735

 

WaveMarket, Inc.(11)(13)

 

Internet Consumer & Business Services

 

Senior Secured

 

March 2017

 

Interest rate PRIME + 6.50% or Floor rate of 9.75%

 

$

361

 

 

 

363

 

 

 

355

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2016

 

Interest rate PRIME + 5.75% or Floor rate of 9.50%

 

$

9,108

 

 

 

9,067

 

 

 

8,929

 

Total WaveMarket, Inc.

 

 

 

 

 

 

 

 

 

$

9,469

 

 

 

9,430

 

 

 

9,284

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

116,439

 

 

 

116,945

 

Subtotal: Internet Consumer & Business Services (19.05%)*

 

 

 

 

 

 

 

 

 

 

 

 

140,492

 

 

 

125,334

 

See notes to consolidated financial statements.

11


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor

 

Principal Amount

 

 

Cost(2)

 

 

Value(3)

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zoom Media Group, Inc.(12)

 

Media/Content/Info

 

Senior Secured

 

December 2014

 

Interest rate PRIME + 5.25% or Floor rate of 8.50%

 

$

4,400

 

 

$

4,335

 

 

$

4,286

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

4,335

 

 

 

4,286

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rhapsody International, Inc.(12)(14)

 

Media/Content/Info

 

Senior Secured

 

April 2018

 

Interest rate PRIME + 5.25% or Floor rate of 9.00%, PIK interest of 1.50%

 

$

20,052

 

 

 

19,487

 

 

 

19,569

 

Zoom Media Group, Inc.(12)

 

Media/Content/Info

 

Senior Secured

 

December 2015

 

Interest rate PRIME + 7.25% or Floor rate of 10.50%. PIK Interest 3.75%

 

$

3,431

 

 

 

3,333

 

 

 

3,331

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

22,820

 

 

 

22,900

 

Subtotal: Media/Content/Info (4.13%)*

 

 

 

 

 

 

 

 

 

 

 

 

27,155

 

 

 

27,186

 

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amedica Corporation(3)(13)

 

Medical Devices & Equipment

 

Senior Secured

 

January 2018

 

Interest rate PRIME + 7.70% or Floor rate of 10.95%

 

$

20,000

 

 

 

19,306

 

 

 

19,306

 

Baxano Surgical, Inc.(3)(13)

 

Medical Devices & Equipment

 

Senior Secured

 

March 2017

 

Interest rate PRIME + 7.75% or Floor rate of 12.5%

 

$

7,500

 

 

 

7,341

 

 

 

7,276

 

Home Dialysis Plus, Inc.(13)

 

Medical Devices & Equipment

 

Senior Secured

 

April 2017

 

Interest rate PRIME + 6.35% or Floor rate of 9.60%

 

$

10,000

 

 

 

9,878

 

 

 

9,818

 

InspireMD, Inc.(3)(5)(10)(13)

 

Medical Devices & Equipment

 

Senior Secured

 

February 2017

 

Interest rate PRIME + 5.00% or Floor rate of 10.50%

 

$

10,000

 

 

 

9,884

 

 

 

10,048

 

Medrobotics Corporation(13)(14)

 

Medical Devices & Equipment

 

Senior Secured

 

March 2016

 

Interest rate PRIME + 7.85% or Floor rate of 11.10%

 

$

3,646

 

 

 

3,661

 

 

 

3,641

 

NetBio, Inc.

 

Medical Devices & Equipment

 

Senior Secured

 

August 2017

 

Interest rate PRIME + 5.00% or Floor rate of 11.00%

 

$

5,000

 

 

 

4,793

 

 

 

4,813

 

NinePoint Medical, Inc.(13)(14)

 

Medical Devices & Equipment

 

Senior Secured

 

January 2016

 

Interest rate PRIME + 5.85% or Floor rate of 9.10%

 

$

4,624

 

 

 

4,674

 

 

 

4,640

 

Oraya Therapeutics, Inc.(11)(12)

 

Medical Devices & Equipment

 

Senior Secured

 

September 2015

 

Interest rate PRIME + 5.50% or Floor rate of 10.25%, PIK Interest of 1.00%

 

$

6,143

 

 

 

6,095

 

 

 

4,442

 

Quanterix Corporation(13)

 

Medical Devices & Equipment

 

Senior Secured

 

November 2017

 

Interest rate PRIME + 2.75% or Floor rate of 8.00%

 

$

5,000

 

 

 

4,861

 

 

 

4,861

 

SonaCare Medical, LLC (pka US HIFU, LLC)(11)(13)

 

Medical Devices & Equipment

 

Senior Secured

 

April 2016

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

4,667

 

 

 

4,856

 

 

 

4,950

 

SynergEyes, Inc.(13)

 

Medical Devices & Equipment

 

Senior Secured

 

January 2018

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

5,000

 

 

 

4,932

 

 

 

4,932

 

United Orthopedic Group, Inc.(13)

 

Medical Devices & Equipment

 

Senior Secured

 

July 2016

 

Interest rate PRIME + 8.60% or Floor rate of 11.85%

 

$

25,000

 

 

 

24,993

 

 

 

25,287

 

ViewRay, Inc.(12)(14)

 

Medical Devices & Equipment

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%, PIK Interest 1.50%

 

$

15,105

 

 

 

14,695

 

 

 

14,844

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

119,969

 

 

 

118,858

 

Subtotal: Medical Devices & Equipment (18.07%)*

 

 

 

 

 

 

 

 

 

 

 

 

119,969

 

 

 

118,858

 

 

Semiconductors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Achronix Semiconductor Corporation

 

Semiconductors

 

Senior Secured

 

January 2015

 

Interest rate PRIME + 10.60% or Floor rate of 13.85%

 

$

580

 

 

 

577

 

 

 

577

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

577

 

 

 

577

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Avnera Corporation(13)

 

Semiconductors

 

Senior Secured

 

April 2017

 

Interest rate PRIME + 5.75% or Floor rate of 9.00%

 

$

5,000

 

 

 

4,943

 

 

 

4,943

 

SiTime Corporation(14)

 

Semiconductors

 

Senior Secured

 

September 2016

 

Interest rate PRIME + 6.50% or Floor rate of 9.75%

 

$

3,389

 

 

 

3,389

 

 

 

3,389

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

8,332

 

 

 

8,332

 

Subtotal: Semiconductors (1.35%)*

 

 

 

 

 

 

 

 

 

 

 

 

8,909

 

 

 

8,909

 

See notes to consolidated financial statements.

12


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Maturity Date

 

Interest Rate and Floor

 

Principal Amount

 

 

Cost(2)

 

 

Value(3)

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mobile Posse, Inc.(13)(14)

 

Software

 

Senior Secured

 

June 2015

 

Interest rate PRIME + 2.00% or Floor rate of 5.25%

 

$

500

 

 

$

485

 

 

$

469

 

StartApp, Inc.(13)

 

Software

 

Senior Secured

 

December 2014

 

Interest rate PRIME + 2.75% or Floor rate of 6.00%

 

$

200

 

 

 

196

 

 

 

196

 

Touchcommerce, Inc.(14)

 

Software

 

Senior Secured

 

December 2014

 

Interest rate PRIME + 2.25% or Floor rate of 6.50%

 

$

3,811

 

 

 

3,793

 

 

 

3,720

 

Subtotal: Under 1 Year Maturity

 

 

 

 

 

 

 

 

 

 

 

 

4,474

 

 

 

4,385

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CareCloud Corporation(13)

 

Software

 

Senior Secured

 

July 2017

 

Interest rate PRIME + 5.50% or Floor rate of 8.75%

 

$

10,000

 

 

 

9,747

 

 

 

9,747

 

Clickfox, Inc.(13)(14)

 

Software

 

Senior Secured

 

September 2017

 

Interest rate PRIME + 8.25% or Floor rate of 11.50%

 

$

6,000

 

 

 

5,952

 

 

 

5,952

 

 

 

Software

 

Senior Secured

 

July 2015

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

2,000

 

 

 

1,986

 

 

 

1,971

 

Total Clickfox, Inc.

 

 

 

 

 

 

 

 

 

$

8,000

 

 

 

7,938

 

 

 

7,923

 

Hillcrest Laboratories, Inc.(14)

 

Software

 

Senior Secured

 

July 2015

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

1,871

 

 

 

1,857

 

 

 

1,853

 

Knowledge Adventure, Inc.(13)(14)

 

Software

 

Senior Secured

 

March 2018

 

Interest rate PRIME + 8.25% or Floor rate of 11.50%

 

$

11,750

 

 

 

11,653

 

 

 

11,653

 

Mobile Posse, Inc.(13)(14)

 

Software

 

Senior Secured

 

December 2016

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

3,590

 

 

 

3,528

 

 

 

3,564

 

Neos Geosolutions, Inc.(13)(14)

 

Software

 

Senior Secured

 

May 2016

 

Interest rate PRIME + 5.75% or Floor rate of 10.50%

 

$

3,072

 

 

 

3,155

 

 

 

3,107

 

Poplicus, Inc.(13)

 

Software

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 5.25% or Floor rate of 8.50%

 

$

1,500

 

 

 

1,482

 

 

 

1,482

 

Sonian, Inc.(13)(14)

 

Software

 

Senior Secured

 

July 2017

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%

 

$

5,500

 

 

 

5,393

 

 

 

5,422

 

StartApp, Inc.(13)

 

Software

 

Senior Secured

 

March 2017

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

3,244

 

 

 

3,285

 

 

 

3,318

 

Touchcommerce, Inc.(14)

 

Software

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 6.00% or Floor rate of 10.25%

 

$

5,000

 

 

 

4,691

 

 

 

4,741

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

52,729

 

 

 

52,810

 

Subtotal: Software (8.69%)*

 

 

 

 

 

 

 

 

 

 

 

 

57,203

 

 

 

57,195

 

 

Specialty Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alimera Sciences, Inc.(3)

 

Specialty Pharmaceuticals

 

Senior Secured

 

May 2018

 

Interest rate PRIME + 7.65% or Floor rate of 10.90%

 

$

10,000

 

 

 

9,480

 

 

 

9,480

 

Cranford Pharmaceuticals, LLC(12)(13)(14)

 

Specialty Pharmaceuticals

 

Senior Secured

 

February 2017

 

Interest rate LIBOR + 9.55% or Floor rate of 10.80%, PIK Interest of 1.35%

 

$

18,079

 

 

 

17,860

 

 

 

17,860

 

 

 

Specialty Pharmaceuticals

 

Senior Secured

 

August 2015

 

Interest rate LIBOR + 8.25% or Floor rate of 9.50%

 

$

2,500

 

 

 

2,457

 

 

 

2,457

 

Total Cranford Pharmaceuticals, LLC

 

 

 

 

 

 

 

$

20,579

 

 

 

20,317

 

 

 

20,317

 

Rockwell Medical, Inc. (13)(14)

 

Specialty Pharmaceuticals

 

Senior Secured

 

March 2017

 

Interest rate PRIME + 9.25% or Floor rate of 12.50%

 

$

20,000

 

 

 

20,271

 

 

 

20,271

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

50,068

 

 

 

50,068

 

Subtotal: Specialty Pharmaceuticals (7.61%)*

 

 

 

 

 

 

 

 

 

 

 

 

50,068

 

 

 

50,068

 

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transmedics, Inc.(11)(13)

 

Surgical Devices

 

Senior Secured

 

November 2015

 

Interest rate FIXED 12.95%

 

$

7,087

 

 

 

6,957

 

 

 

6,957

 

Subtotal: 1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

6,957

 

 

 

6,957

 

Subtotal: Surgical Devices (1.06%)*

 

 

 

 

 

 

 

 

 

 

 

 

6,957

 

 

 

6,957

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt (136.35%)*

 

 

 

 

 

 

 

 

 

 

 

 

918,602

 

 

 

898,030

 

 

 

 

 

See notes to consolidated financial statements.

13


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NuGEN Technologies, Inc.(14)

 

Biotechnology Tools

 

Equity

 

Preferred Series C

 

 

189,394

 

 

$

500

 

 

$

550

 

Subtotal: Biotechnology Tools (0.08%)*

 

 

 

 

 

 

 

 

 

 

500

 

 

 

550

 

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GlowPoint, Inc.(3)

 

Communications & Networking

 

Equity

 

Common Stock

 

 

114,192

 

 

 

102

 

 

 

171

 

Peerless Network, Inc.

 

Communications & Networking

 

Equity

 

Preferred Series A

 

 

1,000,000

 

 

 

1,000

 

 

 

3,920

 

Stoke, Inc.(14)

 

Communications & Networking

 

Equity

 

Preferred Series E

 

 

152,905

 

 

 

500

 

 

 

122

 

Subtotal: Communications & Networking (0.64%)*

 

 

 

 

 

 

 

 

 

 

1,602

 

 

 

4,213

 

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Caivis Acquisition Corporation(14)

 

Consumer & Business Products

 

Equity

 

Common Stock

 

 

295,861

 

 

 

819

 

 

 

 

IPA Holdings, LLC

 

Consumer & Business Products

 

Equity

 

LLC Interest

 

 

500,000

 

 

 

500

 

 

 

869

 

Market Force Information, Inc.

 

Consumer & Business Products

 

Equity

 

Preferred Series B

 

 

187,970

 

 

 

500

 

 

 

350

 

Subtotal: Consumer & Business Products (0.19%)*

 

 

 

 

 

 

 

 

 

 

1,819

 

 

 

1,219

 

 

Diagnostic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Singulex, Inc.

 

Diagnostic

 

Equity

 

Common Stock

 

 

937,998

 

 

 

750

 

 

 

750

 

Subtotal: Diagnostic (0.11%)*

 

 

 

 

 

 

 

 

 

 

750

 

 

 

750

 

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc.(3)(10)(14)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

54,240

 

 

 

108

 

 

 

577

 

Merrion Pharmaceuticals, Plc(3)(5)(10)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

20,000

 

 

 

9

 

 

 

 

Neos Therapeutics, Inc.(14)

 

Drug Delivery

 

Equity

 

Preferred Series C

 

 

300,000

 

 

 

1,500

 

 

 

1,476

 

Transcept Pharmaceuticals, Inc.(3)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

41,570

 

 

 

500

 

 

 

83

 

Subtotal: Drug Delivery (0.32%)*

 

 

 

 

 

 

 

 

 

 

2,117

 

 

 

2,136

 

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acceleron Pharma, Inc.(3)(14)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

258,822

 

 

 

1,477

 

 

 

8,647

 

Aveo Pharmaceuticals, Inc.(3)(10(14)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

167,864

 

 

 

842

 

 

 

308

 

Dicerna Pharmaceuticals, Inc.(3)(14)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

142,858

 

 

 

1,000

 

 

 

3,224

 

Inotek Pharmaceuticals Corporation

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

15,334

 

 

 

1,500

 

 

 

 

Merrimack Pharmaceuticals, Inc.(3)

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

848,591

 

 

 

3,213

 

 

 

6,100

 

Paratek Pharmaceuticals, Inc.

 

Drug Discovery & Development

 

Equity

 

Common Stock

 

 

2,882

 

 

 

5

 

 

 

2

 

 

 

Drug Discovery & Development

 

Equity

 

Preferred Series A

 

 

167,468

 

 

 

1,125

 

 

 

156

 

Total Partek Pharmaceuticals, Inc.

 

 

 

 

 

 

170,350

 

 

 

1,130

 

 

 

158

 

Subtotal: Drug Discovery & Development (2.80%)*

 

 

 

 

 

 

 

 

 

 

9,162

 

 

 

18,437

 

 

Energy Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Glori Energy, Inc.(3)

 

Energy Technology

 

Equity

 

Common Stock

 

 

18,208

 

 

 

165

 

 

 

169

 

SCIEnergy, Inc.

 

Energy Technology

 

Equity

 

Preferred Series 1

 

 

385,000

 

 

 

761

 

 

 

35

 

Subtotal: Energy Technology (0.03%)*

 

 

 

 

 

 

 

 

 

 

926

 

 

 

204

 

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Good Technologies, Inc. (pka Visto Corporation)(14)

 

Information Services

 

Equity

 

Common Stock

 

 

500,000

 

 

 

603

 

 

 

485

 

Subtotal: Information Services (0.07%)*

 

 

 

 

 

 

 

 

 

 

603

 

 

 

485

 

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blurb, Inc.(14)

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series B

 

 

220,653

 

 

 

175

 

 

 

325

 

Philotic, Inc.

 

Internet Consumer & Business Services

 

Equity

 

Common Stock

 

 

8,121

 

 

 

93

 

 

 

 

Progress Financial

 

Internet Consumer & Business Services

 

Equity

 

Preferred Series G

 

 

218,351

 

 

 

250

 

 

 

238

 

Subtotal: Internet Consumer & Business Services (0.09%)*

 

 

 

 

 

 

 

 

 

 

518

 

 

 

563

 

See notes to consolidated financial statements.

14


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Everyday Health, Inc. (pka Waterfront Media, Inc.)(3)

 

Media/Content/Info

 

Equity

 

Common Stock

 

 

97,060

 

 

$

1,000

 

 

$

1,794

 

Subtotal: Media/Content/Info (0.27%)*

 

 

 

 

 

 

 

 

 

 

1,000

 

 

 

1,794

 

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gelesis, Inc.(6)(14)

 

Medical Devices & Equipment

 

Equity

 

LLC Interest

 

 

2,024,092

 

 

 

925

 

 

 

351

 

Medrobotics Corporation(14)

 

Medical Devices & Equipment

 

Equity

 

Preferred Series E

 

 

136,798

 

 

 

250

 

 

 

264

 

Novasys Medical, Inc.

 

Medical Devices & Equipment

 

Equity

 

Preferred Series D-1

 

 

4,118,444

 

 

 

1,000

 

 

 

 

Optiscan Biomedical, Corp.(6)(14)

 

Medical Devices & Equipment

 

Equity

 

Preferred Series B

 

 

6,185,567

 

 

 

3,000

 

 

 

387

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series C

 

 

1,927,309

 

 

 

655

 

 

 

131

 

 

 

Medical Devices & Equipment

 

Equity

 

Preferred Series D

 

 

41,352,489

 

 

 

3,945

 

 

 

4,055

 

Total Optiscan Biomedical, Corp

 

 

 

 

 

 

 

 

49,465,365

 

 

 

7,600

 

 

 

4,573

 

Oraya Therapeutics, Inc.

 

Medical Devices & Equipment

 

Equity

 

Preferred Series 1

 

 

1,086,969

 

 

 

500

 

 

 

 

Subtotal: Medical Devices & Equipment (0.79%)*

 

 

 

 

 

 

 

 

 

 

10,275

 

 

 

5,188

 

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Atrenta, Inc.

 

Software

 

Equity

 

Preferred Series C

 

 

1,196,845

 

 

 

986

 

 

 

2,057

 

 

 

Software

 

Equity

 

Preferred Series D

 

 

635,513

 

 

 

508

 

 

 

1,264

 

Total Atrenta, Inc

 

 

 

 

 

 

 

 

1,832,358

 

 

 

1,494

 

 

 

3,321

 

Box, Inc.(14)

 

Software

 

Equity

 

Preferred Series B

 

 

271,070

 

 

 

251

 

 

 

5,109

 

 

 

Software

 

Equity

 

Preferred Series C

 

 

589,844

 

 

 

872

 

 

 

11,118

 

 

 

Software

 

Equity

 

Preferred Series D

 

 

158,133

 

 

 

500

 

 

 

2,980

 

 

 

Software

 

Equity

 

Preferred Series D-1

 

 

186,766

 

 

 

1,694

 

 

 

3,520

 

 

 

Software

 

Equity

 

Preferred Series D-2

 

 

220,751

 

 

 

2,001

 

 

 

4,161

 

 

 

Software

 

Equity

 

Preferred Series E

 

 

38,183

 

 

 

500

 

 

 

720

 

Total Box, Inc

 

 

 

 

 

 

 

 

1,464,747

 

 

 

5,818

 

 

 

27,608

 

CapLinked, Inc.

 

Software

 

Equity

 

Preferred Series A-3

 

 

53,614

 

 

 

51

 

 

 

86

 

ForeScout Technologies, Inc.

 

Software

 

Equity

 

Preferred Series D

 

 

319,099

 

 

 

398

 

 

 

808

 

HighRoads, Inc.

 

Software

 

Equity

 

Preferred Series B

 

 

190,170

 

 

 

307

 

 

 

294

 

Subtotal: Software (4.88%)*

 

 

 

 

 

 

 

 

 

 

8,068

 

 

 

32,117

 

 

Specialty Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QuatRx Pharmaceuticals Company

 

Specialty Pharmaceuticals

 

Equity

 

Preferred Series E

 

 

241,829

 

 

 

750

 

 

 

 

 

 

Specialty Pharmaceuticals

 

Equity

 

Preferred Series E-1

 

 

26,955

 

 

 

 

 

 

 

 

 

Specialty Pharmaceuticals

 

Equity

 

Preferred Series G

 

 

4,667,636

 

 

 

 

 

 

 

Total QuatRx Pharmaceuticals Company

 

 

 

 

 

 

4,936,420

 

 

 

750

 

 

 

 

Subtotal: Specialty Pharmaceuticals (0.00%)*

 

 

 

 

 

 

 

 

 

 

750

 

 

 

 

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc.(14)

 

Surgical Devices

 

Equity

 

Preferred Series B

 

 

219,298

 

 

 

250

 

 

 

83

 

 

 

Surgical Devices

 

Equity

 

Preferred Series C

 

 

656,538

 

 

 

282

 

 

 

143

 

 

 

Surgical Devices

 

Equity

 

Preferred Series D

 

 

1,991,157

 

 

 

712

 

 

 

967

 

Total Gynesonic, inc

 

 

 

 

 

 

 

 

2,866,993

 

 

 

1,244

 

 

 

1,193

 

Transmedics, Inc.

 

Surgical Devices

 

Equity

 

Preferred Series B

 

 

88,961

 

 

 

1,100

 

 

 

311

 

 

 

Surgical Devices

 

Equity

 

Preferred Series C

 

 

119,999

 

 

 

300

 

 

 

194

 

 

 

Surgical Devices

 

Equity

 

Preferred Series D

 

 

260,000

 

 

 

650

 

 

 

925

 

Total Transmedics

 

 

 

 

 

 

 

 

468,960

 

 

 

2,050

 

 

 

1,430

 

Subtotal: Surgical Devices (0.40%)*

 

 

 

 

 

 

 

 

 

 

3,294

 

 

 

2,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity (10.68%)*

 

 

 

 

 

 

 

 

 

$

41,384

 

 

$

70,279

 

See notes to consolidated financial statements.

15


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Warrant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Labcyte, Inc.(14)

 

Biotechnology Tools

 

Warrant

 

Preferred Series C

 

 

1,127,624

 

 

$

323

 

 

$

24

 

Subtotal: Biotechnology Tools (0.00%)*

 

 

 

 

 

 

 

 

 

 

323

 

 

 

24

 

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intelepeer, Inc.(14)

 

Communications & Networking

 

Warrant

 

Preferred Series C

 

 

117,958

 

 

 

102

 

 

 

36

 

OpenPeak, Inc.

 

Communications & Networking

 

Warrant

 

Common Stock

 

 

108,982

 

 

 

149

 

 

 

137

 

PeerApp, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series B

 

 

298,779

 

 

 

61

 

 

 

39

 

Peerless Network, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series A

 

 

135,000

 

 

 

95

 

 

 

415

 

Ping Identity Corporation

 

Communications & Networking

 

Warrant

 

Preferred Series B

 

 

1,136,277

 

 

 

52

 

 

 

95

 

SkyCross, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series F

 

 

9,762,777

 

 

 

394

 

 

 

394

 

Spring Mobile Solutions, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series D

 

 

2,834,375

 

 

 

418

 

 

 

384

 

Stoke, Inc.(14)

 

Communications & Networking

 

Warrant

 

Preferred Series C

 

 

158,536

 

 

 

53

 

 

 

 

 

 

Communications & Networking

 

Warrant

 

Preferred Series D

 

 

118,181

 

 

 

65

 

 

 

 

Total Stoke, Inc.

 

 

 

 

 

 

276,717

 

 

 

118

 

 

 

 

Subtotal: Communications & Networking (0.23%)*

 

 

 

 

 

 

 

 

 

 

1,389

 

 

 

1,500

 

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intelligent Beauty, Inc.(14)

 

Consumer & Business Products

 

Warrant

 

Preferred Series B

 

 

190,234

 

 

 

230

 

 

 

628

 

IPA Holdings, LLC

 

Consumer & Business Products

 

Warrant

 

Common Stock

 

 

650,000

 

 

 

275

 

 

 

554

 

Market Force Information, Inc.

 

Consumer & Business Products

 

Warrant

 

Preferred Series A

 

 

99,286

 

 

 

24

 

 

 

8

 

Pong Research Corporation

 

Consumer & Business Products

 

Warrant

 

Preferred Series A

 

 

1,662,441

 

 

 

228

 

 

 

228

 

Subtotal: Consumer & Business Products (0.22%)*

 

 

 

 

 

 

 

 

 

 

757

 

 

 

1,418

 

 

Diagnostic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Navidea Biopharmaceuticals, Inc. (pka Neoprobe)(3)(14)

 

Diagnostic

 

Warrant

 

Common Stock

 

 

333,333

 

 

 

244

 

 

 

54

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subtotal: Diagnostic (0.01%)*

 

 

 

 

 

 

 

 

 

 

244

 

 

 

54

 

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc.(3)(10)(14)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

176,730

 

 

 

786

 

 

 

776

 

Alexza Pharmaceuticals, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

37,639

 

 

 

645

 

 

 

 

BIND Therapeutics, Inc.(3)(14)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

71,359

 

 

 

367

 

 

 

186

 

Celator Pharmaceuticals, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

158,006

 

 

 

107

 

 

 

149

 

Celsion Corporation(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

194,986

 

 

 

428

 

 

 

422

 

Dance Biopharm, Inc.(14)

 

Drug Delivery

 

Warrant

 

Preferred Series A

 

 

97,701

 

 

 

74

 

 

 

152

 

Intelliject, Inc.

 

Drug Delivery

 

Warrant

 

Preferred Series B

 

 

82,500

 

 

 

594

 

 

 

921

 

Neos Therapeutics, Inc.(14)

 

Drug Delivery

 

Warrant

 

Preferred Series C

 

 

60,000

 

 

 

113

 

 

 

106

 

Revance Therapeutics, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

53,511

 

 

 

556

 

 

 

546

 

Transcept Pharmaceuticals, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

61,452

 

 

 

87

 

 

 

 

Zosano Pharma, Inc.

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

126,696

 

 

 

164

 

 

 

165

 

Subtotal: Drug Delivery (0.52%)*

 

 

 

 

 

 

 

 

 

 

3,921

 

 

 

3,423

 

See notes to consolidated financial statements.

16


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acceleron Pharma, Inc.(3)(14)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

11,611

 

 

$

39

 

 

$

245

 

ADMA Biologics, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

66,550

 

 

 

218

 

 

 

220

 

Anthera Pharmaceuticals, Inc.(3)(14)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

40,178

 

 

 

984

 

 

 

 

Cempra, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

138,797

 

 

 

458

 

 

 

519

 

Chroma Therapeutics, Ltd.(5)(10)

 

Drug Discovery & Development

 

Warrant

 

Preferred Series D

 

 

325,261

 

 

 

490

 

 

 

 

Cleveland BioLabs, Inc.(3)(14)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

156,250

 

 

 

105

 

 

 

26

 

Concert Pharmaceuticals, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

70,796

 

 

 

367

 

 

 

96

 

Coronado Biosciences, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,009

 

 

 

142

 

 

 

31

 

Dicerna Pharmaceuticals, Inc.(3)(14)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

200

 

 

 

28

 

 

 

 

Horizon Pharma, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

22,408

 

 

 

231

 

 

 

47

 

Lithera, Inc

 

Drug Discovery & Development

 

Warrant

 

Preferred Series C

 

 

114,285

 

 

 

89

 

 

 

89

 

Nanotherapeutics, Inc.

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

65,108

 

 

 

838

 

 

 

844

 

uniQure B.V.(3)(5)(10)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

37,174

 

 

 

218

 

 

 

174

 

Subtotal: Drug Discovery & Development (0.35%)*

 

 

 

 

 

 

 

 

 

 

4,207

 

 

 

2,291

 

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clustrix, Inc.

 

Electronics & Computer Hardware

 

Warrant

 

Common Stock

 

 

50,000

 

 

 

12

 

 

 

13

 

Identiv, Inc.(3)

 

Electronics & Computer Hardware

 

Warrant

 

Common Stock

 

 

99,208

 

 

 

247

 

 

 

441

 

Subtotal: Electronics & Computer Hardware (0.07%)*

 

 

 

 

 

 

 

 

 

 

259

 

 

 

454

 

 

Energy Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agrivida, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

77,447

 

 

 

120

 

 

 

 

Alphabet Energy, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series A

 

 

86,329

 

 

 

81

 

 

 

148

 

American Superconductor Corporation(3)

 

Energy Technology

 

Warrant

 

Common Stock

 

 

512,820

 

 

 

391

 

 

 

138

 

Brightsource Energy, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series 1

 

 

175,000

 

 

 

780

 

 

 

321

 

Calera, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

44,529

 

 

 

513

 

 

 

 

EcoMotors, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series B

 

 

437,500

 

 

 

308

 

 

 

438

 

Fluidic, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

59,665

 

 

 

102

 

 

 

78

 

Fulcrum Bioenergy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C-1

 

 

280,897

 

 

 

275

 

 

 

151

 

GreatPoint Energy, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series D-1

 

 

393,212

 

 

 

548

 

 

 

 

Polyera Corporation(14)

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

161,575

 

 

 

69

 

 

 

147

 

Propel Fuels(14)

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

3,200,000

 

 

 

211

 

 

 

240

 

SCIEnergy, Inc.

 

Energy Technology

 

Warrant

 

Common Stock

 

 

530,811

 

 

 

181

 

 

 

 

 

 

Energy Technology

 

Warrant

 

Preferred Series 1

 

 

145,811

 

 

 

50

 

 

 

1

 

Total SCIEnergy

 

 

 

 

 

 

 

 

676,622

 

 

 

231

 

 

 

1

 

Scifiniti (pka Integrated Photovoltaics, Inc.)(14)

 

Energy Technology

 

Warrant

 

Preferred Series A-1

 

 

390,000

 

 

 

82

 

 

 

75

 

Solexel, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

1,171,625

 

 

 

1,162

 

 

 

541

 

Stion Corporation(6)(14)

 

Energy Technology

 

Warrant

 

Preferred Series Seed

 

 

2,154

 

 

 

1,377

 

 

 

 

TAS Energy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series F

 

 

428,571

 

 

 

299

 

 

 

265

 

TPI Composites, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series B

 

 

160

 

 

 

273

 

 

 

252

 

Trilliant, Inc.(14)

 

Energy Technology

 

Warrant

 

Preferred Series A

 

 

320,000

 

 

 

162

 

 

 

89

 

Subtotal: Energy Technology (0.44%)*

 

 

 

 

 

 

 

 

 

 

6,984

 

 

 

2,884

 

 

Healthcare Services, Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MDEverywhere, Inc.

 

Healthcare Services, Other

 

Warrant

 

Common Stock

 

 

129

 

 

 

94

 

 

 

30

 

Subtotal: Healthcare Services, Other (0.00%)*

 

 

 

 

 

 

 

 

 

 

94

 

 

 

30

 

See notes to consolidated financial statements.

17


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cha Cha Search, Inc.(14)

 

Information Services

 

Warrant

 

Preferred Series G

 

 

48,232

 

 

$

58

 

 

$

11

 

InXpo, Inc.(14)

 

Information Services

 

Warrant

 

Preferred Series C

 

 

648,400

 

 

 

98

 

 

 

37

 

 

 

Information Services

 

Warrant

 

Preferred Series C-1

 

 

740,832

 

 

 

58

 

 

 

43

 

Total InXpo, Inc.

 

 

 

 

 

 

 

 

1,389,232

 

 

 

156

 

 

 

80

 

Jab Wireless, Inc.(14)

 

Information Services

 

Warrant

 

Preferred Series A

 

 

266,567

 

 

 

265

 

 

 

927

 

RichRelevance, Inc.(14)

 

Information Services

 

Warrant

 

Preferred Series E

 

 

112,612

 

 

 

98

 

 

 

 

Subtotal: Information Services (0.15%)*

 

 

 

 

 

 

 

 

 

 

577

 

 

 

1,018

 

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blurb, Inc.(14)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

218,684

 

 

 

299

 

 

 

73

 

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

234,280

 

 

 

636

 

 

 

147

 

Total Blurb, Inc.

 

 

 

 

 

 

 

 

452,964

 

 

 

935

 

 

 

220

 

CashStar, Inc.(14)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C-2

 

 

727,272

 

 

 

130

 

 

 

69

 

Gazelle, Inc.(14)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series D

 

 

151,827

 

 

 

165

 

 

 

 

Just Fabulous, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

206,184

 

 

 

1,102

 

 

 

1,439

 

LightSpeed Retail, Inc.(5)(10)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

26,346

 

 

 

20

 

 

 

16

 

Prism Education Group, Inc.(14)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

200,000

 

 

 

43

 

 

 

 

Progress Financial

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G

 

 

174,562

 

 

 

78

 

 

 

44

 

Reply! Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

137,225

 

 

 

320

 

 

 

215

 

ShareThis, Inc.(14)

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

493,502

 

 

 

546

 

 

 

195

 

Tectura Corporation

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B-1

 

 

253,378

 

 

 

51

 

 

 

 

WaveMarket, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B-1

 

 

1,083,779

 

 

 

105

 

 

 

18

 

Subtotal: Internet Consumer & Business Services (0.34%)*

 

 

 

 

 

 

 

 

 

 

3,495

 

 

 

2,216

 

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Everyday Health, Inc. (pka Waterfront Media, Inc.)(3)

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

73,345

 

 

 

60

 

 

 

747

 

Mode Media Corporation(14)

 

Media/Content/Info

 

Warrant

 

Preferred Series D

 

 

407,457

 

 

 

482

 

 

 

 

Rhapsody International, Inc.(14)

 

Media/Content/Info

 

Warrant

 

Common Stock

 

 

715,755

 

 

 

384

 

 

 

258

 

Zoom Media Group, Inc.

 

Media/Content/Info

 

Warrant

 

Preferred Series A

 

 

1,204

 

 

 

348

 

 

 

249

 

Subtotal: Media/Content/Info (0.19%)*

 

 

 

 

 

 

 

 

 

 

1,274

 

 

 

1,254

 

See notes to consolidated financial statements.

18


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amedica Corporation(3)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

516,129

 

 

$

459

 

 

$

488

 

Baxano Surgical, Inc.(3)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

882,353

 

 

 

439

 

 

 

97

 

Gelesis, Inc.(6)(14)

 

Medical Devices & Equipment

 

Warrant

 

LLC Interest

 

 

263,688

 

 

 

78

 

 

 

2

 

Home Dialysis Plus, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

300,000

 

 

 

245

 

 

 

274

 

InspireMD, Inc.(3)(5)(10)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

168,351

 

 

 

242

 

 

 

189

 

Medrobotics Corporation(14)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series E

 

 

455,539

 

 

 

370

 

 

 

261

 

MELA Sciences, Inc.(3)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

693,202

 

 

 

401

 

 

 

19

 

NetBio, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

2,568

 

 

 

408

 

 

 

138

 

NinePoint Medical, Inc.(14)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A-1

 

 

587,840

 

 

 

170

 

 

 

204

 

Novasys Medical, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

109,449

 

 

 

2

 

 

 

 

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D

 

 

526,840

 

 

 

125

 

 

 

 

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D-1

 

 

53,607

 

 

 

6

 

 

 

 

Total Novasys Medical, Inc.

 

 

 

 

 

 

 

 

689,896

 

 

 

133

 

 

 

 

Optiscan Biomedical, Corp.(6)(14)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D

 

 

10,535,275

 

 

 

1,253

 

 

 

167

 

Oraya Therapeutics, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

954

 

 

 

66

 

 

 

 

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series 1

 

 

1,632,084

 

 

 

676

 

 

 

 

Total Oraya Therapeutics

 

 

 

 

 

 

 

 

1,633,038

 

 

 

742

 

 

 

 

Quanterix Corporation

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series C

 

 

69,371

 

 

 

103

 

 

 

100

 

SonaCare Medical, LLC (pka US HIFU, LLC)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

409,704

 

 

 

188

 

 

 

152

 

United Orthopedic Group, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

423,076

 

 

 

608

 

 

 

543

 

ViewRay, Inc.(14)

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series C

 

 

312,500

 

 

 

333

 

 

 

293

 

Subtotal: Medical Devices & Equipment (0.44%)*

 

 

 

 

 

 

 

 

 

 

6,172

 

 

 

2,927

 

 

Semiconductors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Achronix Semiconductor Corporation

 

Semiconductors

 

Warrant

 

Preferred Series C

 

 

360,000

 

 

 

160

 

 

 

14

 

Avnera Corporation

 

Semiconductors

 

Warrant

 

Preferred Series E

 

 

102,958

 

 

 

14

 

 

 

18

 

SiTime Corporation(14)

 

Semiconductors

 

Warrant

 

Preferred Series G

 

 

195,683

 

 

 

24

 

 

 

2

 

Subtotal: Semiconductors (0.01%)*

 

 

 

 

 

 

 

 

 

 

198

 

 

 

34

 

See notes to consolidated financial statements.

19


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

June 30, 2014

(unaudited)

(dollars in thousands)

 

Portfolio Company

 

Sub-Industry

 

Type of

Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Atrenta, Inc.

 

Software

 

Warrant

 

Preferred Series D

 

 

392,670

 

 

$

121

 

 

$

431

 

Braxton Technologies, LLC

 

Software

 

Warrant

 

Preferred Series A

 

 

168,750

 

 

 

188

 

 

 

 

CareCloud Corporation

 

Software

 

Warrant

 

Preferred Series B

 

 

413,433

 

 

 

258

 

 

 

276

 

Central Desktop, Inc.(14)

 

Software

 

Warrant

 

Preferred Series B

 

 

522,769

 

 

 

108

 

 

 

275

 

Clickfox, Inc.(14)

 

Software

 

Warrant

 

Preferred Series B

 

 

1,038,563

 

 

 

329

 

 

 

306

 

 

 

Software

 

Warrant

 

Preferred Series C

 

 

592,019

 

 

 

730

 

 

 

251

 

 

 

Software

 

Warrant

 

Preferred Series C-A

 

 

46,109

 

 

 

14

 

 

 

14

 

Total Clickfox

 

 

 

 

 

 

 

 

1,676,691

 

 

 

1,073

 

 

 

571

 

Daegis Inc. (pka Unify Corporation)(3)(14)

 

Software

 

Warrant

 

Common Stock

 

 

718,860

 

 

 

1,433

 

 

 

73

 

ForeScout Technologies, Inc.

 

Software

 

Warrant

 

Preferred Series E

 

 

80,587

 

 

 

41

 

 

 

83

 

Hillcrest Laboratories, Inc.(14)

 

Software

 

Warrant

 

Preferred Series E

 

 

1,865,650

 

 

 

54

 

 

 

118

 

Knowledge Holdings, Inc.(14)

 

Software

 

Warrant

 

Preferred Series E

 

 

550,781

 

 

 

15

 

 

 

12

 

Mobile Posse, Inc.(14)

 

Software

 

Warrant

 

Preferred Series C

 

 

396,430

 

 

 

130

 

 

 

91

 

Neos Geosolutions, Inc.(14)

 

Software

 

Warrant

 

Preferred Series 3

 

 

221,150

 

 

 

22

 

 

 

 

Sonian, Inc.(14)

 

Software

 

Warrant

 

Preferred Series C

 

 

185,949

 

 

 

106

 

 

 

66

 

SugarSync, Inc.(14)

 

Software

 

Warrant

 

Preferred Series CC

 

 

332,726

 

 

 

78

 

 

 

72

 

 

 

Software

 

Warrant

 

Preferred Series DD

 

 

107,526

 

 

 

34

 

 

 

25

 

Total SugarSync, Inc.

 

 

 

 

 

 

 

 

440,252

 

 

 

112

 

 

 

97

 

Touchcommerce, Inc.(14)

 

Software

 

Warrant

 

Preferred Series E

 

 

992,595

 

 

 

252

 

 

 

115

 

White Sky, Inc.(14)

 

Software

 

Warrant

 

Preferred Series B-2

 

 

124,295

 

 

 

54

 

 

 

2

 

WildTangent, Inc.(14)

 

Software

 

Warrant

 

Preferred Series 3

 

 

100,000

 

 

 

238

 

 

 

56

 

Subtotal: Software (0.34%)*

 

 

 

 

 

 

 

 

 

 

4,205

 

 

 

2,266

 

 

Specialty Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alimera Sciences, Inc.(3)

 

Specialty Pharmaceuticals

 

Warrant

 

Common Stock

 

 

171,010

 

 

 

466

 

 

 

468

 

QuatRx Pharmaceuticals Company

 

Specialty Pharmaceuticals

 

Warrant

 

Preferred Series E

 

 

155,324

 

 

 

307

 

 

 

 

Subtotal: Specialty Pharmaceuticals (0.07%)*

 

 

 

 

 

 

 

 

 

 

773

 

 

 

468

 

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc.(14)

 

Surgical Devices

 

Warrant

 

Preferred Series C

 

 

180,480

 

 

 

74

 

 

 

32

 

 

 

Surgical Devices

 

Warrant

 

Preferred Series D

 

 

1,575,965

 

 

 

320

 

 

 

411

 

Total Gynesonics

 

 

 

 

 

 

 

 

1,756,445

 

 

 

394

 

 

 

443

 

Transmedics, Inc.

 

Surgical Devices

 

Warrant

 

Preferred Series B

 

 

40,436

 

 

 

225

 

 

 

4

 

 

 

Surgical Devices

 

Warrant

 

Preferred Series D

 

 

175,000

 

 

 

100

 

 

 

328

 

Total Transmedics, Inc

 

 

 

 

 

 

 

 

215,436

 

 

 

325

 

 

 

332

 

Subtotal: Surgical Devices (0.12%)*

 

 

 

 

 

 

 

 

 

 

719

 

 

 

775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Warrant (3.50%)*

 

 

 

 

 

 

 

 

 

 

 

 

35,591

 

 

 

23,036

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Investments (150.53%)*

 

 

 

 

 

 

 

 

 

$

995,577

 

 

$

991,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

20


 

*

Value as a percent of net assets

(1)

Preferred and common stock, warrants, and equity interests are generally non-income producing.

(2)

Gross unrealized appreciation, gross unrealized depreciation, and net depreciation for federal income tax purposes totaled $47.4million, $53.9 million and $6.6 million respectively. The tax cost of investments is $992.8 million.

(3)

Except for warrants in twenty-seven publicly traded companies and common stock in ten publicly traded companies, all investments are restricted at June 30, 2014 and were valued at fair value as determined in good faith by the Audit Committee of the Board of Directors. No unrestricted securities of the same issuer are outstanding. The Company uses the Standard Industrial Code for classifying the industry grouping of its portfolio companies.

(4)

Debt investments of this portfolio company have been pledged as collateral under the Wells Facility.

(5)

Non-U.S. company or the company’s principal place of business is outside the United States.

(6)

Affiliate investment that is defined under the Investment Company Act of 1940 as companies in which HTGC owns at least 5% but not more than 25% of the voting securities of the company.

(7)

Control investment that is defined under the Investment Company Act of 1940 as companies in which HTGC owns at least 25% of the voting securities of the company or has greater than 50% representation on its board.

(8)

Debt is on non-accrual status at June 30, 2014, and is therefore considered non-income producing.

(9)

Denotes that all or a portion of the debt investment is convertible senior debt.

(10)

Indicates assets that the Company deems not “qualifying assets” under section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.

(11)

Denotes that all or a portion of the debt investment secures the notes offered in the Debt Securitization (as defined in Note 4).

(12)

Denotes that all or a portion of the debt investment principal includes accumulated PIK, or paid-in-kind, interest and is net of repayments.

(13)

Denotes that all or a portion of the debt investment includes an exit fee receivable.

(14)

Denotes that all or a portion of the investment in this portfolio company is held by HT II or HT III, the Company’s wholly-owned SBIC subsidiaries.

 

 

 

 

See notes to consolidated financial statements.

21


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Maturity
Date

 

Interest Rate and Floor

 

Principal
Amount

 

 

Cost(2)

 

 

Value(3)

 

Debt

  

 

 

 

 

Biotechnology Tools

  

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

Labcyte, Inc.(11)

 

Biotechnology Tools

 

Senior Secured

  

June 2016

 

Interest rate PRIME + 6.70% or Floor rate of 9.95%

 

$

4,270

  

 

$

4,323

 

 

$

4,289

  

Subtotal: 1-5 Years Maturity

  

 

 

4,323

 

 

 

4,289

  

Subtotal: Biotechnology Tools (0.66%)*

  

 

 

4,323

 

 

 

4,289

  

 

 

 

 

 

 

 

 

 

 

Energy Technology

 

 

 

 

 

Under 1 Year Maturity

 

 

 

 

 

American Superconductor Corporation(3)(11)

 

Energy Technology

 

Senior Secured

  

December 2014

 

Interest rate PRIME + 7.25% or Floor rate of 11.00%

 

$

4,615

  

 

 

4,991

 

 

 

4,991

  

Brightsource Energy, Inc.

 

Energy Technology

 

Senior Secured

  

January 2014

 

Interest rate Prime + 8.25% or Floor rate of 11.50%

 

$

15,000

  

 

 

15,886

 

 

 

15,886

  

Enphase Energy, Inc.(11)

 

Energy Technology

 

Senior Secured

  

June 2014

 

Interest rate PRIME + 5.75% or Floor rate of 9.00%

 

$

1,315

  

 

 

1,358

 

 

 

1,358

  

Subtotal: Under 1 Year Maturity

  

 

 

22,236

 

 

 

22,236

  

1-5 Years Maturity

 

 

 

 

 

Agrivida, Inc.

 

Energy Technology

 

Senior Secured

  

December 2016

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

6,000

  

 

 

5,887

 

 

 

5,770

  

American Superconductor Corporation(3)(11)

 

Energy Technology

 

Senior Secured

  

November 2016

 

Interest rate PRIME + 7.25% or Floor rate of 11.00%

 

$

10,000

  

 

 

9,801

 

 

 

9,801

  

APTwater, Inc

 

Energy Technology

 

Senior Secured

  

April 2017

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%, PIK Interest 2.75%

 

$

18,085

  

 

 

17,874

 

 

 

17,874

  

BioAmber, Inc.(5)(10)

 

Energy Technology

 

Senior Secured

  

June 2016

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

25,000

  

 

 

25,298

 

 

 

25,798

  

Enphase Energy, Inc.(11)

 

Energy Technology

 

Senior Secured

  

August 2016

 

Interest rate PRIME + 8.25% or Floor rate of 11.50%

 

$

7,400

  

 

 

7,422

 

 

 

7,314

  

Fluidic, Inc.

 

Energy Technology

 

Senior Secured

  

March 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

5,000

  

 

 

4,922

 

 

 

4,922

  

Fulcrum Bioenergy, Inc.(11)

 

Energy Technology

 

Senior Secured

  

November 2016

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

10,000

  

 

 

9,944

 

 

 

9,694

  

Glori Energy, Inc.(11)

 

Energy Technology

 

Senior Secured

  

June 2015

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

5,333

  

 

 

5,457

 

 

 

5,414

  

Polyera Corporation

 

Energy Technology

 

Senior Secured

  

June 2016

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

5,809

  

 

 

5,797

 

 

 

5,686

  

SCIEnergy, Inc.(4)

 

Energy Technology

 

Senior Secured

  

September 2015

 

Interest rate PRIME + 8.75% or Floor rate of 12.00%

 

$

4,448

  

 

 

4,596

 

 

 

4,685

  

Scifiniti (pka Integrated Photovoltaics, Inc.)

 

Energy Technology

 

Senior Secured

  

February 2015

 

Interest rate PRIME + 7.38% or Floor rate of 10.63%

 

$

1,463

  

 

 

1,443

 

 

 

1,429

  

Stion Corporation.(4)(6)

 

Energy Technology

 

Senior Secured

  

February 2015

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

4,571

  

 

 

4,005

 

 

 

4,096

  

TAS Energy, Inc.

 

Energy Technology

 

Senior Secured

  

February 2015

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

15,000

  

 

 

15,277

 

 

 

15,421

  

 

 

Energy Technology

 

Senior Secured

  

February 2015

 

Interest rate PRIME + 6.25% or Floor rate of 9.50%

 

$

4,503

  

 

 

4,374

 

 

 

4,338

  

Total TAS Energy, Inc.

  

 

 

19,651

 

 

 

19,760

  

TPI Composites, Inc.

 

Energy Technology

 

Senior Secured

  

June 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

15,000

  

 

 

14,888

 

 

 

14,889

  

Subtotal: 1-5 Years  Maturity

  

 

 

136,985

 

 

 

137,131

  

Subtotal: Energy Technology (24.52%)*(13)

  

 

 

159,221

 

 

 

159,367

  

 

Communications & Networking

  

 

 

 

 

 

 

1-5 Years Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OpenPeak, Inc.(11)

 

Communications & Networking

 

Senior Secured

 

July 2015

 

Interest rate PRIME + 8.75% or Floor rate of 12.00%

 

$

10,029

  

 

 

10,714

 

 

 

10,814

  

Spring Mobile Solutions, Inc.

 

Communications & Networking

 

Senior Secured

 

November 2016

 

Interest rate PRIME + 8.00% or Floor rate of 11.25%

 

$

20,000

  

 

 

19,682

 

 

 

19,875

  

Subtotal: 1-5 Years Maturity

  

 

 

30,396

 

 

 

30,690

  

Subtotal: Communications & Networking (4.72%)*

  

 

 

30,396

 

 

 

30,690

  

 

See notes to consolidated financial statements.

 

22


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Maturity
Date

 

Interest Rate and Floor

 

Principal
Amount

 

 

Cost(2)

 

 

Value(3)

 

Drug Delivery

  

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

AcelRx Pharmaceuticals, Inc.(3)(10)

 

Drug Delivery

 

Senior Secured

 

October 2017

 

Interest rate PRIME + 3.85% or Floor rate of 9.10%

 

$

15,000

  

 

$

14,556

  

 

$

15,006

  

BIND Therapeutics, Inc.(3)

 

Drug Delivery

 

Senior Secured

 

September 2016

 

Interest rate Prime + 7.00% or Floor rate of 10.25%

 

$

4,500

  

 

 

4,407

  

 

 

4,458

  

Celsion Corporation(3)

 

Drug Delivery

 

Senior Secured

 

June 2017

 

Interest rate Prime + 8.00% or Floor rate of 11.25%

 

$

5,000

  

 

 

4,897

  

 

 

4,897

  

Dance Biopharm, Inc.

 

Drug Delivery

 

Senior Secured

 

August 2017

 

Interest rate PRIME + 7.4% or Floor rate of 10.65%

 

$

1,000

  

 

 

974

  

 

 

974

  

Intelliject, Inc.(11)

 

Drug Delivery

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 5.75% or Floor rate of 11.00%

 

$

15,000

  

 

 

15,150

  

 

 

15,450

  

NuPathe, Inc.(3)

 

Drug Delivery

 

Senior Secured

 

May 2016

 

Interest rate Prime - 3.25% or Floor rate of 9.85%

 

$

5,749

  

 

 

5,629

  

 

 

5,744

  

Revance Therapeutics, Inc.

 

Drug Delivery

 

Senior Secured

 

March 2015

 

Interest rate PRIME + 6.60% or Floor rate of 9.85%

 

$

9,798

  

 

 

10,032

  

 

 

9,943

  

 

 

Drug Delivery

 

Senior Secured

 

March 2015

 

Interest rate PRIME + 6.60% or Floor rate of 9.85%

 

$

980

  

 

 

1,011

  

 

 

994

  

Total Revance Therapeutics, Inc.

  

 

 

11,043

  

 

 

10,937

  

Subtotal: 1-5 Years Maturity

  

 

 

56,655

  

 

 

57,466

  

Subtotal: Drug Delivery (8.84%)*

  

 

 

56,655

  

 

 

57,466

  

 

 

 

 

 

 

 

 

 

 

Drug Discovery & Development

  

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

ADMA Biologics, Inc.(3)

 

Drug Discovery & Development

 

Senior Secured

 

April 2016

 

Interest rate Prime + 2.75% or Floor rate of 8.50%

 

$

5,000

  

 

 

4,956

  

 

 

4,892

  

Anacor Pharmaceuticals, Inc.

 

Drug Discovery & Development

 

Senior Secured

 

July 2017

 

Interst rate PRIME + 6.40% or Floor rate of 11.65%

 

$

30,000

  

 

 

29,083

  

 

 

29,810

  

Aveo Pharmaceuticals, Inc.(3)(10)(11)

 

Drug Discovery & Development

 

Senior Secured

 

September 2015

 

Interest rate PRIME + 7.15% or Floor rate of 11.90%

 

$

19,396

  

 

 

19,396

  

 

 

19,590

  

Cell Therapeutics, Inc.(3)(11)

 

Drug Discovery & Development

 

Senior Secured

 

October 2016

 

Interest rate Prime + 9.00% or Floor rate of 12.25%

 

$

15,000

  

 

 

14,750

  

 

 

15,200

  

Cempra, Inc.(3)(11)

 

Drug Discovery & Development

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 6.30% or Floor rate of 9.55%

 

$

15,000

  

 

 

14,795

  

 

 

14,550

  

Cleveland BioLabs, Inc.(3)

 

Drug Discovery & Development

 

Senior Secured

 

January 2017

 

Interest rate PRIME + 6.20% or Floor rate of 10.45%

 

$

6,000

  

 

 

5,909

  

 

 

5,909

  

Concert Pharmaceuticals, Inc.(4)

 

Drug Discovery & Development

 

Senior Secured

 

October 2015

 

Interest rate PRIME + 3.25% or Floor rate of 8.50%

 

$

15,091

  

 

 

14,933

  

 

 

14,649

  

Coronado Biosciences, Inc.(3)(11)

 

Drug Discovery & Development

 

Senior Secured

 

March 2016

 

Interest rate PRIME + 6.00% or Floor rate of 9.25%

 

$

13,654

  

 

 

13,720

  

 

 

13,449

  

Dicerna Pharmaceuticals, Inc.

 

Drug Discovery & Development

 

Senior Secured

 

January 2015

 

Interest rate PRIME + 4.40% or Floor rate of 10.15%

 

$

5,026

  

 

 

4,991

  

 

 

4,981

  

Insmed, Incorporated(11)

 

Drug Discovery & Development

 

Senior Secured

 

January 2016

 

Interest rate PRIME + 4.75% or Floor rate of 9.25%

 

$

20,000

  

 

 

19,708

  

 

 

19,535

  

Merrimack Pharmaceuticals, Inc.(3)

 

Drug Discovery & Development

 

Senior Secured

 

November 2016

 

Interest rate PRIME + 5.30% or Floor rate of 10.55%

 

$

40,000

  

 

 

40,314

  

 

 

39,455

  

Neuralstem, Inc.(3)

 

Drug Discovery & Development

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

8,000

  

 

 

7,874

  

 

 

8,035

  

Paratek Pharmaceuticals, Inc.

 

Drug Discovery & Development

 

Senior Secured

 

N/A

 

Interest rate Fixed 10.00%

 

$

36

  

 

 

36

  

 

 

  

 

 

Drug Discovery & Development

 

Senior Secured

 

N/A

 

Interest rate Fixed 10.00%

 

$

45

  

 

 

45

  

 

 

  

 

 

Drug Discovery & Development

 

Senior Secured

 

N/A

 

N/A

 

$

28

  

 

 

28

  

 

 

  

Total Paratek Pharmaceuticals, Inc.

 

$

109

  

 

 

109

  

 

 

  

uniQure B.V.(5)(10)(11)

 

Drug Discovery & Development

 

Senior Secured

 

October 2016

 

Interest rate PRIME + 8.60% or Floor rate of 11.85%

 

$

10,000

  

 

 

9,695

  

 

 

9,818

  

Subtotal: 1-5 Years Maturity

  

 

 

200,232

  

 

 

199,872

  

Subtotal: Drug Discovery & Development (30.75%)*

  

 

 

200,232

  

 

 

199,872

  

 

See notes to consolidated financial statements.

 

23


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Maturity
Date

 

Interest Rate and Floor

 

Principal
Amount

 

 

Cost(2)

 

 

Value(3)

 

Electronics & Computer Hardware

  

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

Clustrix, Inc.

 

Electronics & Computer Hardware

 

Senior Secured

 

December 2015

 

Interest rate PRIME + 6.50% or Floor rate of 9.75%

 

$

524

  

 

$

526

  

 

$

526

  

Identive Group, Inc.(3)(11)

 

Electronics & Computer Hardware

 

Senior Secured

 

November 2015

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

5,938

  

 

 

5,696

  

 

 

5,755

  

OCZ Technology Group, Inc.

 

Electronics & Computer Hardware

 

Senior Secured

 

April 2016

 

Interest rate Prime + 8.75% or Floor rate of 12.50%, PIK Interest 3.00%

 

$

1,221

  

 

 

1,221

  

 

 

1,221

  

Plures Technologies, Inc.(3)

 

Electronics & Computer Hardware

 

Senior Secured

 

October 2016

 

Interest rate Prime + 12.75% or Floor rate of 16.00%, PIK Interest 4.00%

 

$

2,046

  

 

 

1,958

  

 

 

1,458

  

Subtotal: 1-5 Years Maturity

  

 

 

9,400

  

 

 

8,959

  

Subtotal: Electronics & Computer Hardware (1.38%)*

  

 

 

9,400

  

 

 

8,959

  

 

 

 

 

 

 

 

 

 

 

Healthcare Services, Other

  

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

InstaMed Communications, LLC

 

Healthcare Services, Other

 

Senior Secured

 

December 2016

 

Interest rate PRIME + 7.25% or Floor rate of 10.50%

 

$

3,000

  

 

 

2,979

  

 

 

2,979

  

MDEverywhere, Inc.

 

Healthcare Services, Other

 

Senior Secured

 

June 2016

 

Interest rate LIBOR + 9.50% or Floor rate of 10.75%

 

$

2,000

  

 

 

1,875

  

 

 

1,907

  

Orion Healthcorp, Inc.

 

Healthcare Services, Other

 

Senior Secured

 

June 2017

 

Interest rate LIBOR + 10.50% or Floor rate of 12.00%, PIK Interest 3.00%

 

$

6,591

  

 

 

6,467

  

 

 

6,413

  

 

 

Healthcare Services, Other

 

Senior Secured

 

June 2017

 

Interest rate LIBOR + 9.50% or Floor rate of 11.00%

 

$

9,000

  

 

 

8,838

  

 

 

8,445

  

 

 

Healthcare Services, Other

 

Senior Secured

 

June 2016

 

Interest rate LIBOR + 8.25% or Floor rate of 9.50%

 

$

500

  

 

 

465

  

 

 

461

  

Total Orion Healthcorp, Inc.

 

$

16,091

  

 

 

15,769

  

 

 

15,318

  

Pacific Child & Family Associates, LLC

 

Healthcare Services, Other

 

Senior Secured

 

January 2015

 

Interest rate LIBOR + 9.00% or Floor rate of 11.50%

 

$

1,946

  

 

 

2,017

  

 

 

1,988

  

 

 

Healthcare Services, Other

 

Senior Secured

 

January 2015

 

Interest rate LIBOR + 11.00% or Floor rate of 14.00%, PIK interest 3.75%

 

$

6,836

  

 

 

6,867

  

 

 

6,833

  

Total Pacific Child & Family Associates, LLC

 

$

8,782

  

 

 

8,884

  

 

 

8,822

  

Subtotal: 1-5 Years Maturity

  

 

 

29,508

  

 

 

29,025

  

Subtotal: Healthcare Services, Other (4.47%)*

  

 

 

29,508

  

 

 

29,025

  

 

 

 

 

 

 

 

 

 

 

Information Services

  

 

 

 

 

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Eccentex Corporation(11)

 

Information Services

 

Senior Secured

 

May 2015

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%

 

$

657

  

 

 

658

  

 

 

185

  

InXpo, Inc.

 

Information Services

 

Senior Secured

 

April 2016

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

2,550

  

 

 

2,489

  

 

 

2,384

  

Jab Wireless, Inc.

 

Information Services

 

Senior Secured

 

November 2017

 

Interest rate Libor + 6.75% or Floor rate of 8.00%

 

$

30,000

  

 

 

29,822

  

 

 

29,822

  

 

 

Information Services

 

Senior Secured

 

November 2017

 

Interest rate Prime + 6.75% or Floor rate of 8.00%

 

$

2,000

  

 

 

1,996

  

 

 

1,996

  

Total Jab Wireless, Inc.

 

$

32,000

  

 

 

31,818

  

 

 

31,818

  

Womensforum.com(11)

 

Information Services

 

Senior Secured

 

October 2016

 

Interest rate LIBOR + 7.50% or Floor rate of 10.25%, PIK Interest 2.00%

 

$

4,607

  

 

 

4,536

  

 

 

4,127

  

 

 

Information Services

 

Senior Secured

 

October 2016

 

Interest rate LIBOR + 6.50% or Floor rate of 9.25%

 

$

6,900

  

 

 

6,793

  

 

 

6,470

  

 

 

Information Services

 

Senior Secured

 

April 2015

 

Interest rate LIBOR + 6.50% or Floor rate of 9.00%

 

$

1,250

  

 

 

1,227

  

 

 

1,156

  

Total Womensforum.com

 

$

12,757

  

 

 

12,556

  

 

 

11,754

  

Subtotal: 1-5 Years Maturity

  

 

 

47,521

  

 

 

46,140

  

Subtotal: Information Services (7.10%)*

  

 

 

47,521

  

 

 

46,140

  

 

See notes to consolidated financial statements.

 

24


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Maturity
Date

 

Interest Rate and Floor

 

Principal
Amount

 

 

Cost(2)

 

 

Value(3)

 

Internet Consumer & Business Services

  

 

 

 

 

 

 

 

 

Under 1 Year Maturity

  

 

 

 

 

 

 

 

 

Gazelle, Inc.

 

Internet Consumer & Business Services

 

Senior Secured

 

October 2014

 

Interest rate PRIME + 6.50% or Floor rate of 9.75%

 

$

2,137

  

 

$

2,115

  

 

$

2,115

  

Tectura Corporation(8)

 

Internet Consumer & Business Services

 

Senior Secured

 

May 2014

 

Interest rate LIBOR + 10.00% or Floor rate of 13.00%

 

$

6,468

  

 

 

6,467

  

 

 

3,566

  

 

 

Internet Consumer & Business Services

 

Senior Secured

 

May 2014

 

Interest rate LIBOR + 8.00% or Floor rate of 11.00%, PIK Interest 1.00%

 

$

10,777

  

 

 

10,777

  

 

 

5,943

  

 

 

Internet Consumer & Business Services

 

Senior Secured

 

May 2014

 

Interest rate LIBOR + 10.00% or Floor rate of 13.00%

 

$

563

  

 

 

563

  

 

 

310

  

 

 

Internet Consumer & Business Services

 

Senior Secured

 

May 2014

 

Interest rate LIBOR + 10.00% or Floor rate of 13.00%

 

$

5,000

  

 

 

5,000

  

 

 

2,757

  

Total Tectura Corporation

 

$

22,807

  

 

 

22,806

  

 

 

12,576

  

Subtotal: Under 1 Year Maturity

  

 

 

24,921

  

 

 

14,691

  

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Blurb, Inc.

 

Internet Consumer & Business Services

 

Senior Secured

 

December 2015

 

Interest rate PRIME + 5.25% or Floor rate of 8.50%

 

$

6,351

 

 

 

6,216

  

 

 

6,054

  

CashStar, Inc.

 

Internet Consumer & Business Services

 

Senior Secured

 

June 2016

 

Interest rate Prime + 6.25% or Floor rate 10.50%, PIK Interest 1.00%

 

$

4,018

  

 

 

3,944

  

 

 

3,916

  

Education Dynamics, LLC

 

Internet Consumer & Business Services

 

Senior Secured

 

March 2016

 

Interest rate Libor + 12.5% or Floor rate 12.50%, PIK Interest 1.5%

 

$

24,685

  

 

 

24,284

  

 

 

23,582

  

Gazelle, Inc.

 

Internet Consumer & Business Services

 

Senior Secured

 

April 2016

 

Interest rate Prime + 7.00% or Floor rate of 10.25%, PIK Interest 2.50%

 

$

12,365

  

 

 

12,283

  

 

 

12,128

  

Just Fabulous, Inc.

 

Internet Consumer & Business Services

 

Senior Secured

 

February 2017

 

Interest rate PRIME + 8.25% or Floor rate of 11.50%

 

$

5,000

  

 

 

4,842

  

 

 

4,842

  

NetPlenish(8)

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate FIXED 10.00%

 

$

383

  

 

 

375

  

 

 

  

 

 

Internet Consumer & Business Services

 

Senior Secured

 

April 2015

 

Interest rate FIXED 10.00%

 

$

97

  

 

 

97

  

 

 

  

Total NetPlenish

 

$

480

  

 

 

472

  

 

 

  

Reply! Inc.(11)

 

Internet Consumer & Business Services

 

Senior Secured

 

February 2016

 

Interest rate PRIME + 7.25% or Floor rate of 10.50%, PIK Interest 2.00%

 

$

3,031

  

 

 

3,051

  

 

 

3,034

  

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate Prime + 6.88% or Floor rate of 10.13%, PIK Interest 2.00%

 

$

9,169

  

 

 

9,086

  

 

 

9,169

  

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate Prime + 7.25% or Floor rate of 11.00%, PIK Interest 2.00%

 

$

2,020

  

 

 

2,044

  

 

 

2,070

  

Total Reply! Inc.

 

$

14,220

  

 

 

14,181

  

 

 

14,273

  

ShareThis, Inc.

 

Internet Consumer & Business Services

 

Senior Secured

 

June 2016

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

14,578

 

 

 

14,160

 

 

 

14,160

 

VaultLogix, LLC

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate LIBOR + 7.00% or Floor rate of 8.50%

 

$

7,897

 

 

 

7,927

 

 

 

7,525

 

 

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2016

 

Interest rate LIBOR + 8.50% or Floor rate of 10.00%, PIK interest 2.50%

 

$

7,949

  

 

 

7,898

  

 

 

7,397

  

Total VaultLogix, LLC

 

$

15,847

  

 

 

15,826

  

 

 

14,923

  

WaveMarket, Inc.(11)

 

Internet Consumer & Business Services

 

Senior Secured

 

September 2015

 

Interest rate Prime + 5.75% or Floor rate of 9.50%

 

$

10,000

  

 

 

9,940

  

 

 

9,665

  

Subtotal: 1-5 Years Maturity

  

 

 

106,148

  

 

 

103,545

  

Subtotal: Internet Consumer & Business Services (18.19%)*

  

 

 

131,069

  

 

 

118,236

  

 

See notes to consolidated financial statements.

 

25


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Maturity
Date

 

Interest Rate and Floor

 

Principal
Amount

 

 

Cost(2)

 

 

Value(3)

 

Media/Content/Info

  

 

 

 

 

 

 

 

 

Under 1 Year Maturity

  

 

 

 

 

 

 

 

 

Zoom Media Group, Inc.

 

Media/Content/Info

 

Senior Secured

 

December 2014

 

Interest rate PRIME + 5.25% or Floor rate of 8.50%

 

$

4,000

  

 

$

3,858

  

 

$

3,858

  

Subtotal: Under 1 Year Maturity

  

 

 

3,858

  

 

 

3,858

  

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Zoom Media Group, Inc.

 

Media/Content/Info

 

Senior Secured

 

December 2015

 

Interest rate PRIME + 7.25% and PIK + 3.75% or Floor rate of 10.50%

 

$

4,288

  

 

 

4,122

  

 

 

4,071

  

Subtotal: 1-5 Years Maturity

  

 

 

4,122

  

 

 

4,071

  

Subtotal: Media/Content/Info (1.22%)*

  

 

 

7,981

  

 

 

7,929

  

 

 

 

 

 

 

 

 

 

 

Medical Devices & Equipment

  

 

 

 

 

 

 

 

 

Under 1 Year Maturity

  

 

 

 

 

 

 

 

 

Oraya Therapeutics, Inc.(9)(11)

 

Medical Devices & Equipment

 

Senior Secured

 

December 2014

 

Interest rate Fixed 7.00%

 

$

500

  

 

 

500

  

 

 

500

  

Subtotal: Under 1 Year Maturity

  

 

 

500

  

 

 

500

  

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Baxano Surgical, Inc.(3)

 

Medical Devices & Equipment

 

Senior Secured

 

March 2017

 

Interest rate PRIME + 7.75% or Floor rate of 12.5%

 

$

7,500

  

 

 

7,222

  

 

 

7,222

  

Home Dialysis Plus, Inc.

 

Medical Devices & Equipment

 

Senior Secured

 

April 2017

 

Interest rate PRIME + 6.35% or Floor rate of 9.60%

 

$

10,000

  

 

 

9,732

  

 

 

9,732

  

InspireMD, Inc.(3)(5)(10)

 

Medical Devices & Equipment

 

Senior Secured

 

February 2017

 

Interest rate PRIME + 5.00% or Floor rate of 10.50%

 

$

10,000

  

 

 

9,696

  

 

 

9,696

  

Medrobotics Corporation

 

Medical Devices & Equipment

 

Senior Secured

 

March 2016

 

Interest rate PRIME + 7.85% or Floor rate of 11.10%

 

$

4,561

  

 

 

4,489

  

 

 

4,454

  

NetBio, Inc.

 

Medical Devices & Equipment

 

Senior Secured

 

August 2017

 

Interest rate PRIME + 5.00% or Floor rate of 11.00%

 

$

5,000

  

 

 

4,788

  

 

 

4,788

  

NinePoint Medical, Inc.

 

Medical Devices & Equipment

 

Senior Secured

 

January 2016

 

Interest rate PRIME + 5.85% or Floor rate of 9.10%

 

$

5,946

  

 

 

5,911

  

 

 

5,794

  

Oraya Therapeutics, Inc.(9)(11)

 

Medical Devices & Equipment

 

Senior Secured

 

September 2015

 

Interest rate PRIME + 5.50% or Floor rate of 10.25%

 

$

7,064

  

 

 

6,980

  

 

 

7,162

  

SonaCare Medical, LLC (pka US HIFU, LLC)(11)

 

Medical Devices & Equipment

 

Senior Secured

 

April 2016

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

5,667

  

 

 

5,754

  

 

 

5,818

  

United Orthopedic Group, Inc.

 

Medical Devices & Equipment

 

Senior Secured

 

July 2016

 

Interest rate PRIME + 8.60% or Floor rate of 11.85%

 

$

25,000

  

 

 

24,647

  

 

 

25,166

  

ViewRay, Inc.

 

Medical Devices & Equipment

 

Senior Secured

 

June 2017

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%, PIK Interest 1.50%

 

$

15,000

  

 

 

14,489

  

 

 

14,489

  

Subtotal: 1-5 Years Maturity

  

 

 

93,707

  

 

 

94,320

  

Subtotal: Medical Devices & Equipment (14.59%)*

  

 

 

94,206

  

 

 

94,819

  

 

Semiconductors

  

 

 

 

 

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Achronix Semiconductor Corporation

 

Semiconductors

 

Senior Secured

 

January 2015

 

Interest rate PRIME + 10.60% or Floor rate of 13.85%

 

$

1,032

  

 

 

1,023

  

 

 

1,006

  

SiTime Corporation

 

Semiconductors

 

Senior Secured

 

September 2016

 

Interest rate PRIME + 6.50% or Floor rate of 9.75%

 

$

3,500

  

 

 

3,473

  

 

 

3,473

  

Subtotal: 1-5 Years Maturity

  

 

 

4,495

  

 

 

4,479

  

Subtotal: Semiconductors (0.69%)*

  

 

 

4,495

  

 

 

4,479

  

 

See notes to consolidated financial statements.

 

26


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Maturity
Date

 

Interest Rate and Floor

 

Principal
Amount

 

 

Cost(2)

 

 

Value(3)

 

Software

  

 

 

 

 

 

 

 

 

Under 1 Year Maturity

  

 

 

 

 

 

 

 

 

Clickfox, Inc.

 

Software

 

Senior Secured

 

September 2014

 

Interest rate PRIME + 6.75% or Floor rate of 10.00%

 

$

2,000

  

 

$

1,979

  

 

$

1,979

  

StartApp, Inc.

 

Software

 

Senior Secured

 

December 2014

 

Interest rate PRIME + 2.75% or Floor rate of 6.00%

 

$

200

  

 

 

191

  

 

 

191

  

Touchcommerce, Inc.

 

Software

 

Senior Secured

 

December 2014

 

Interest rate Prime + 2.25% or Floor rate of 6.50%

 

$

3,111

  

 

 

3,071

  

 

 

2,970

  

Subtotal: Under 1 Year Maturity

  

 

 

5,241

  

 

 

5,140

  

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Clickfox, Inc.

 

Software

 

Senior Secured

 

November 2015

 

Interest rate PRIME + 8.25% or Floor rate of 11.50%

 

$

5,842

  

 

 

5,530

  

 

 

5,530

  

Hillcrest Laboratories, Inc.

 

Software

 

Senior Secured

 

July 2015

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

2,660

  

 

 

2,630

  

 

 

2,604

  

Mobile Posse, Inc.

 

Software

 

Senior Secured

 

December 2016

 

Interest rate PRIME + 7.50% or Floor rate of 10.75%

 

$

4,000

  

 

 

3,876

  

 

 

3,879

  

Neos Geosolutions, Inc.

 

Software

 

Senior Secured

 

May 2016

 

Interest rate Prime + 5.75% or Floor rate of 10.50%

 

$

3,771

  

 

 

3,808

  

 

 

3,705

  

Sonian, Inc.

 

Software

 

Senior Secured

 

July 2017

 

Interest rate PRIME + 7.00% or Floor rate of 10.25%

 

$

5,500

  

 

 

5,332

  

 

 

5,332

  

StartApp, Inc.

 

Software

 

Senior Secured

 

March 2017

 

Interest rate PRIME + 7.75% or Floor rate of 11.00%

 

$

2,500

  

 

 

2,507

  

 

 

2,498

  

Touchcommerce, Inc.

 

Software

 

Senior Secured

 

June 2017

 

Interest rate Prime + 6.00% or Floor rate of 10.25%

 

$

5,000

  

 

 

4,688

  

 

 

4,767

  

Subtotal: 1-5 Years Maturity

  

 

 

28,372

  

 

 

28,315

  

Subtotal: Software (5.15%)*

  

 

 

33,613

  

 

 

33,455

  

 

Specialty Pharmaceuticals

  

 

 

 

 

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Rockwell Medical, Inc.

 

Specialty Pharmaceuticals

 

Senior Secured

 

March

2017

 

Interest rate PRIME + 9.25% or Floor rate of 12.50%

 

$

20,000

  

 

 

20,055

  

 

 

20,055

  

Subtotal: 1-5 Years Maturity

  

 

 

20,055

  

 

 

20,055

  

Subtotal: Specialty Pharmaceuticals (3.09%)*

  

 

 

20,055

  

 

 

20,055

  

 

Surgical Devices

  

 

 

 

 

 

 

 

 

1-5 Years Maturity

  

 

 

 

 

 

 

 

 

Transmedics, Inc.(11)

 

Surgical Devices

 

Senior Secured

 

November 2015

 

Interest rate FIXED 12.95%

 

$

7,250

  

 

 

7,207

  

 

 

7,207

  

Subtotal: 1-5 Years Maturity

  

 

 

7,207

  

 

 

7,207

  

Subtotal: Surgical Devices (1.11%)*

  

 

 

7,207

  

 

 

7,207

  

Total Debt (126.46%)*

  

 

 

835,882

  

 

 

821,988

  

 

See notes to consolidated financial statements.

 

27


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NuGEN Technologies, Inc.

 

Biotechnology Tools

 

Equity

 

Preferred Series C

 

 

189,394

  

 

$

       500

  

 

$

       687

 

Subtotal: Biotechnology Tools (0.11%)*

  

 

 

500

  

 

 

687

 

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GlowPoint, Inc.(3)

 

Communications & Networking

 

Equity

 

Common Stock

 

 

114,192

  

 

 

102

  

 

 

157

 

Peerless Network, Inc.

 

Communications &Networking

 

Equity

 

Preferred Series A

 

 

1,000,000

  

 

 

1,000

  

 

 

3,621

 

Stoke, Inc.

 

Communications &Networking

 

Equity

 

Preferred Series E

 

 

152,905

  

 

 

500

  

 

 

224

 

Subtotal: Communications & Networking (0.62%)*

  

 

 

1,602

  

 

 

4,002

 

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Caivis Acquisition Corporation

 

Consumer &Business Products

 

Equity

 

Common Stock

 

 

295,861

  

 

 

819

  

 

 

598

 

IPA Holdings, LLC

 

Consumer &Business Products

 

Equity

 

LLC Interest

 

 

500,000

  

 

 

500

  

 

 

676

 

Market Force Information, Inc.

 

Consumer &Business Products

 

Equity

 

Preferred Series B

 

 

187,970

  

 

 

500

  

 

 

285

 

Subtotal: Consumer & Business Products (0.24%)*

  

 

 

1,819

  

 

 

1,559

 

 

Diagnostic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Singulex, Inc.

 

Diagnostic

 

Equity

 

Common Stock

 

 

937,998

  

 

 

750

  

 

 

750

 

Subtotal: Diagnostic (0.12%)*

  

 

 

750

  

 

 

750

 

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc.(3)(10)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

89,243

  

 

 

178

  

 

 

1,009

 

Merrion Pharmaceuticals,
Plc(3)(5)(10)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

20,000

  

 

 

9

  

 

 

—  

 

NuPathe, Inc.(3)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

50,000

  

 

 

146

  

 

 

164

 

Transcept Pharmaceuticals, Inc.(3)

 

Drug Delivery

 

Equity

 

Common Stock

 

 

41,570

  

 

 

500

  

 

 

140

 

Subtotal: Drug Delivery (0.20%)*

  

 

 

833

  

 

 

1,313

 

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acceleron Pharma, Inc.(3)

 

Drug Discovery &Development

 

Equity

 

Common Stock

 

 

256,410

  

 

 

1,505

  

 

 

9,286

 

Aveo Pharmaceuticals, Inc.(3)(10)

 

Drug Discovery &Development

 

Equity

 

Common Stock

 

 

167,864

  

 

 

842

  

 

 

307

 

Dicerna Pharmaceuticals, Inc.(12)

 

Drug Discovery &Development

 

Equity

 

Preferred Series B

 

 

20,107

  

 

 

503

  

 

 

228

 

 

 

Drug Discovery &Development

 

Equity

 

Preferred Series C

 

 

142,858

  

 

 

1,000

  

 

 

1,055

 

Total Dicerna Pharmaceuticals, Inc.

 

 

162,965

  

 

 

1,503

  

 

 

1,283

 

Inotek Pharmaceuticals
Corporation

 

Drug Discovery &Development

 

Equity

 

Common Stock

 

 

15,334

  

 

 

1,500

  

 

 

—  

 

Merrimack Pharmaceuticals, Inc.(3)

 

Drug Discovery &Development

 

Equity

 

Common Stock

 

 

546,448

  

 

 

2,000

  

 

 

2,912

 

Paratek Pharmaceuticals, Inc.

 

Drug Discovery &Development

 

Equity

 

Common Stock

 

 

85,450

  

 

 

5

  

 

 

—  

 

 

 

Drug Discovery &Development

 

Equity

 

Preferred Series H

 

 

244,158

  

 

 

1,000

  

 

 

—  

 

Total Paratek Pharmaceuticals, Inc.

 

 

329,608

  

 

 

1,005

  

 

 

—  

 

Subtotal: Drug Discovery & Development (2.12%)*

  

 

 

8,355

  

 

 

13,788

 

 

See notes to consolidated financial statements.

 

28


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buzznet, Inc.

 

Information Services

 

Equity

 

Preferred Series C

 

 

263,158

  

 

$

     250

  

 

$

     —  

 

Good Technologies, Inc. (pka Visto Corporation)

 

Information Services

 

Equity

 

Common Stock

 

 

500,000

  

 

 

603

  

 

 

—  

 

Subtotal: Information Services (0.00%)*

  

 

 

853

  

 

 

—  

 

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blurb, Inc.

 

Internet Consumer &Business Services

 

Equity

 

Preferred Series B

 

 

220,653

  

 

 

175

  

 

 

444

 

Philotic, Inc.

 

Internet Consumer &Business Services

 

Equity

 

Common Stock

 

 

8,121

  

 

 

92

  

 

 

 

 

Progress Financial

 

Internet Consumer &Business Services

 

Equity

 

Preferred Series G

 

 

218,351

  

 

 

250

  

 

 

280

 

Trulia, Inc.(3)

 

Internet Consumer &Business Services

 

Equity

 

Common Stock

 

 

29,340

  

 

 

141

  

 

 

1,035

 

Subtotal: Internet Consumer & Business Services (0.27%)*

  

 

 

658

  

 

 

1,759

 

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Everyday Health, Inc. (pka Waterfront Media, Inc.)

 

Media/Content/Info

 

Equity

 

Preferred Series D

 

 

145,590

  

 

 

1,000

  

 

 

425

 

Subtotal: Media/Content/Info (0.07%)*

  

 

 

1,000

  

 

 

425

 

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gelesis, Inc.(6)

 

Medical Devices &Equipment

 

Equity

 

LLC Interest

 

 

2,024,092

  

 

 

925

  

 

 

466

 

Medrobotics Corporation

 

Medical Devices &Equipment

 

Equity

 

Preferred Series E

 

 

136,798

  

 

 

250

  

 

 

269

 

Novasys Medical, Inc.

 

Medical Devices &Equipment

 

Equity

 

Preferred Series D-1

 

 

4,118,444

  

 

 

1,000

  

 

 

—  

 

Optiscan Biomedical, Corp.(6)

 

Medical Devices &Equipment

 

Equity

 

Preferred Series B

 

 

6,185,567

  

 

 

3,000

  

 

 

411

 

 

 

Medical Devices &Equipment

 

Equity

 

Preferred Series C

 

 

1,927,309

  

 

 

655

  

 

 

135

 

 

 

Medical Devices &Equipment

 

Equity

 

Preferred Series D

 

 

41,352,489

  

 

 

3,945

  

 

 

4,006

 

Total Optiscan Biomedical, Corp.

 

 

49,465,365

  

 

 

7,600

  

 

 

4,552

 

Subtotal: Medical Devices & Equipment (0.81%)*

  

 

 

9,775

  

 

 

5,287

 

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Atrenta, Inc.

 

Software

 

Equity

 

Preferred Series C

 

 

1,196,845

  

 

 

986

  

 

 

1,607

 

 

 

Software

 

Equity

 

Preferred Series D

 

 

635,513

  

 

 

508

  

 

 

1,088

 

Total Atrenta, Inc.

 

 

1,832,358

  

 

 

1,494

  

 

 

2,695

 

Box, Inc.

 

Software

 

Equity

 

Preferred Series C

 

 

390,625

  

 

 

500

  

 

 

7,031

 

 

 

Software

 

Equity

 

Preferred Series D

 

 

158,133

  

 

 

500

  

 

 

2,846

 

 

 

Software

 

Equity

 

Preferred Series D-1

 

 

124,511

  

 

 

1,000

  

 

 

2,241

 

 

 

Software

 

Equity

 

Preferred Series D-2

 

 

220,751

  

 

 

2,001

  

 

 

3,974

 

 

 

Software

 

Equity

 

Preferred Series E

 

 

38,183

  

 

 

500

  

 

 

687

 

Total Box, Inc.

 

 

932,203

  

 

 

4,501

  

 

 

16,779

 

CapLinked, Inc.

 

Software

 

Equity

 

Preferred Series A-3

 

 

53,614

  

 

 

51

  

 

 

94

 

ForeScout Technologies, Inc.

 

Software

 

Equity

 

Preferred Series D

 

 

319,099

  

 

 

398

  

 

 

849

 

HighRoads, Inc.

 

Software

 

Equity

 

Preferred Series B

 

 

190,170

  

 

 

307

  

 

 

337

 

Subtotal: Software (3.19%)*

  

 

 

6,751

  

 

 

20,754

 

 

See notes to consolidated financial statements.

 

29


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Specialty Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QuatRx Pharmaceuticals Company

 

Specialty Pharmaceuticals

 

Equity

 

Preferred Series E

 

 

241,829

  

 

$

     750

  

 

$

     —  

 

 

 

Specialty Pharmaceuticals

 

Equity

 

Preferred Series E-1

 

 

26,955

  

 

 

—  

  

 

 

—  

 

 

 

Specialty Pharmaceuticals

 

Equity

 

Preferred Series G

 

 

4,667,636

  

 

 

—  

  

 

 

—  

 

Total QuatRx Pharmaceuticals Company

 

 

4,936,420

  

 

 

750

  

 

 

—  

 

Subtotal: Specialty Pharmaceuticals (0.00%)*

  

 

 

750

  

 

 

—  

 

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc.

 

Surgical Devices

 

Equity

 

Preferred Series B

 

 

219,298

  

 

 

250

  

 

 

73

 

 

 

Surgical Devices

 

Equity

 

Preferred Series C

 

 

656,538

  

 

 

282

  

 

 

123

 

 

 

Surgical Devices

 

Equity

 

Preferred Series D

 

 

1,621,553

  

 

 

580

  

 

 

749

 

Total Gynesonics, Inc.

 

 

2,497,389

  

 

 

1,112

  

 

 

945

 

Transmedics, Inc.

 

Surgical Devices

 

Equity

 

Preferred Series B

 

 

88,961

  

 

 

1,100

  

 

 

303

 

 

 

Surgical Devices

 

Equity

 

Preferred Series C

 

 

119,999

  

 

 

300

  

 

 

212

 

 

 

Surgical Devices

 

Equity

 

Preferred Series D

 

 

260,000

  

 

 

650

  

 

 

886

 

Total Transmedics, Inc.

 

 

468,960

  

 

 

2,050

  

 

 

1,401

 

Subtotal: Surgical Devices (0.36%)*

  

 

 

3,162

  

 

 

2,346

 

Total Equity (8.10%)*

  

 

 

36,808

  

 

 

52,670

 

 

Warrant

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Biotechnology Tools

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Labcyte, Inc.

 

Biotechnology Tools

 

Warrant

 

Preferred Series C

 

 

1,127,624

  

 

 

323

  

 

 

65

 

NuGEN Technologies, Inc.

 

Biotechnology Tools

 

Warrant

 

Preferred Series B

 

 

234,659

  

 

 

78

  

 

 

234

 

Subtotal: Biotechnology Tools (0.05%)*

  

 

 

401

  

 

 

299

 

 

Energy Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Agrivida, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

77,447

  

 

 

120

  

 

 

243

 

Alphabet Energy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series A

 

 

86,329

  

 

 

82

  

 

 

176

 

American Superconductor Corporation(3)

 

Energy Technology

 

Warrant

 

Common Stock

 

 

512,820

  

 

 

391

  

 

 

175

 

Brightsource Energy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series 1

 

 

175,000

  

 

 

780

  

 

 

214

 

Calera, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

44,529

  

 

 

513

  

 

 

—  

 

EcoMotors, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series B

 

 

437,500

  

 

 

308

  

 

 

475

 

Fluidic, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

59,665

  

 

 

102

  

 

 

138

 

Fulcrum Bioenergy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C-1

 

 

280,897

  

 

 

275

  

 

 

210

 

Glori Energy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

145,932

  

 

 

165

  

 

 

50

 

GreatPoint Energy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series D-1

 

 

393,212

  

 

 

548

  

 

 

—  

 

Polyera Corporation

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

161,575

  

 

 

69

  

 

 

44

 

Propel Fuels

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

3,200,000

  

 

 

211

  

 

 

233

 

SCIEnergy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series D

 

 

1,061,623

  

 

 

360

  

 

 

2

 

Scifiniti (pka Integrated Photovoltaics, Inc.)

 

Energy Technology

 

Warrant

 

Preferred Series B

 

 

390,000

  

 

 

82

  

 

 

68

 

Solexel, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series C

 

 

1,171,625

  

 

 

1,162

  

 

 

278

 

Stion Corporation(6)

 

Energy Technology

 

Warrant

 

Preferred Series Seed

 

 

2,154

  

 

 

1,378

  

 

 

1,627

 

TAS Energy, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series F

 

 

428,571

  

 

 

299

  

 

 

756

 

TPI Composites, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series B

 

 

120

  

 

 

172

  

 

 

376

 

Trilliant, Inc.

 

Energy Technology

 

Warrant

 

Preferred Series A

 

 

320,000

  

 

 

162

  

 

 

34

 

Subtotal: Energy Technology (0.78%)*(13)

  

 

 

7,179

  

 

 

5,099

 

 

See notes to consolidated financial statements.

 

30


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Communications & Networking

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intelepeer, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series C

 

 

117,958

  

 

$

     102

  

 

$

     112

 

OpenPeak, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series 2

 

 

108,982

  

 

 

149

  

 

 

—  

 

PeerApp, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series B

 

 

298,779

  

 

 

61

  

 

 

41

 

Peerless Network, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series A

 

 

135,000

  

 

 

95

  

 

 

368

 

Ping Identity Corporation

 

Communications & Networking

 

Warrant

 

Preferred Series B

 

 

1,136,277

  

 

 

52

  

 

 

98

 

Spring Mobile Solutions, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series D

 

 

2,834,375

  

 

 

417

  

 

 

661

 

Stoke, Inc.

 

Communications & Networking

 

Warrant

 

Preferred Series C

 

 

158,536

  

 

 

53

  

 

 

5

 

 

 

Communications & Networking

 

Warrant

 

Preferred Series D

 

 

72,727

  

 

 

65

  

 

 

2

 

Total Stoke, Inc.

 

 

231,263

  

 

 

118

  

 

 

7

 

Subtotal: Communications & Networking (0.20%)*

  

 

 

994

  

 

 

1,287

 

 

Consumer & Business Products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intelligent Beauty, Inc.

 

Consumer & Business Products

 

Warrant

 

Preferred Series B

 

 

190,234

  

 

 

230

  

 

 

1,027

 

IPA Holdings, LLC

 

Consumer & Business Products

 

Warrant

 

Common Stock

 

 

650,000

  

 

 

275

  

 

 

408

 

Market Force Information, Inc.

 

Consumer & Business Products

 

Warrant

 

Preferred Series A

 

 

99,286

  

 

 

24

  

 

 

1

 

Subtotal: Consumer & Business Products (0.22%)*

  

 

 

529

  

 

 

1,436

 

 

Diagnostic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Navidea Biopharmaceuticals, Inc. (pka Neoprode)(3)

 

Diagnostic

 

Warrant

 

Common Stock

 

 

333,333

  

 

 

244

  

 

 

152

 

Subtotal: Diagnostic (0.02%)*

  

 

 

244

  

 

 

152

 

 

Drug Delivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AcelRx Pharmaceuticals, Inc.(3)(10)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

176,730

  

 

 

786

  

 

 

961

 

Alexza Pharmaceuticals, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

37,639

  

 

 

645

  

 

 

1

 

BIND Therapeutics, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

71,359

  

 

 

367

  

 

 

294

 

Celsion Corporation(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

97,493

  

 

 

227

  

 

 

249

 

Dance Biopharm, Inc.

 

Drug Delivery

 

Warrant

 

Preferred Series A

 

 

97,701

  

 

 

74

  

 

 

154

 

Intelliject, Inc.

 

Drug Delivery

 

Warrant

 

Preferred Series B

 

 

82,500

  

 

 

594

  

 

 

1,115

 

NuPathe, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

106,631

  

 

 

139

  

 

 

136

 

Revance Therapeutics, Inc.(12)

 

Drug Delivery

 

Warrant

 

Preferred Series E-5

 

 

802,675

  

 

 

557

  

 

 

330

 

Transcept Pharmaceuticals, Inc.(3)

 

Drug Delivery

 

Warrant

 

Common Stock

 

 

61,452

  

 

 

87

  

 

 

3

 

Subtotal: Drug Delivery (0.50%)*

  

 

 

3,476

  

 

 

3,243

 

 

 

See notes to consolidated financial statements.

 

31


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Drug Discovery & Development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acceleron Pharma, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

11,611

  

 

$

39

  

 

$

294

ADMA Biologics, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

31,750

  

 

 

129

  

 

 

73

Anthera Pharmaceuticals, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

40,178

  

 

 

984

  

 

 

9

Cell Therapeutics, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

679,040

  

 

 

405

  

 

 

601

Cempra, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

138,797

  

 

 

458

  

 

 

728

Chroma Therapeutics, Ltd.(5)(10)

 

Drug Discovery & Development

 

Warrant

 

Preferred Series D

 

 

325,261

  

 

 

     490

  

 

 

     500

 

Cleveland BioLabs, Inc(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

156,250

  

 

 

105

  

 

 

66

 

Concert Pharmaceuticals, Inc.(12)

 

Drug Discovery & Development

 

Warrant

 

Preferred Series C

 

 

400,000

  

 

 

367

  

 

 

577

 

Coronado Biosciences, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

73,009

  

 

 

142

  

 

 

41

 

Dicerna Pharmaceuticals, Inc.(12)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

200

  

 

 

28

  

 

 

—  

 

 

 

Drug Discovery & Development

 

Warrant

 

Preferred Series A

 

 

21,000

  

 

 

237

  

 

 

38

 

 

 

Drug Discovery & Development

 

Warrant

 

Preferred Series B

 

 

26,400

  

 

 

310

  

 

 

48

 

Total Dicerna Pharmaceuticals, Inc.

 

 

47,600

  

 

 

575

  

 

 

86

 

Horizon Pharma, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

22,408

  

 

 

231

  

 

 

5

 

Merrimack Pharmaceuticals, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

302,143

  

 

 

155

  

 

 

488

 

Neuralstem, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

648,798

  

 

 

295

  

 

 

1,045

 

Portola Pharmaceuticals, Inc.(3)

 

Drug Discovery & Development

 

Warrant

 

Common Stock

 

 

68,702

  

 

 

153

  

 

 

683

 

uniQure B.V.(5)(10)(12)

 

Drug Discovery & Development

 

Warrant

 

Preferred Series A

 

 

185,873

  

 

 

218

  

 

 

313

 

Subtotal: Drug Discovery & Development (0.85%)*

  

 

 

4,746

  

 

 

5,509

 

 

 

 

 

 

 

Electronics & Computer Hardware

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clustrix, Inc.

 

Electronics & Computer Hardware

 

Warrant

 

Common Stock

 

 

50,000

  

 

 

12

  

 

 

16

 

Identive Group, Inc.(3)

 

Electronics & Computer Hardware

 

Warrant

 

Common Stock

 

 

992,084

  

 

 

247

  

 

 

136

 

Plures Technologies, Inc.(3)

 

Electronics & Computer Hardware

 

Warrant

 

Preferred Series A

 

 

552,467

  

 

 

124

  

 

 

100

 

Subtotal: Electronics & Computer Hardware (0.04%)*

  

 

 

383

  

 

 

252

 

 

 

 

 

 

 

 

Healthcare Services, Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MDEverywhere, Inc.

 

Healthcare Services, Other

 

Warrant

 

Common Stock

 

 

129

  

 

 

94

  

 

 

55

 

Subtotal: Healthcare Services, Other (0.01%)*

  

 

 

94

  

 

 

55

 

 

 

 

 

 

 

 

Information Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buzznet, Inc.

 

Information Services

 

Warrant

 

Preferred Series B

 

 

19,962

  

 

 

9

  

 

 

—  

 

Cha Cha Search, Inc.

 

Information Services

 

Warrant

 

Preferred Series G

 

 

48,232

  

 

 

57

  

 

 

10

 

InXpo, Inc.

 

Information Services

 

Warrant

 

Preferred Series C

 

 

648,400

  

 

 

98

  

 

 

45

 

 

 

Information Services

 

Warrant

 

Preferred Series C-1

 

 

582,015

  

 

 

49

  

 

 

40

 

Total InXpo, Inc.

 

 

1,230,415

  

 

 

147

  

 

 

85

 

Jab Wireless, Inc.

 

Information Services

 

Warrant

 

Preferred Series A

 

 

266,567

  

 

 

265

  

 

 

330

 

RichRelevance, Inc.

 

Information Services

 

Warrant

 

Preferred Series E

 

 

112,612

  

 

 

98

  

 

 

—  

 

Subtotal: Information Services (0.07%)*

  

 

 

576

  

 

 

425

 

 

See notes to consolidated financial statements.

 

32


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Internet Consumer & Business Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blurb, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

218,684

  

 

$

299

  

 

$

169

 

 

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

234,280

  

 

 

636

  

 

 

248

 

Total Blurb, Inc.

 

 

452,964

  

 

 

935

  

 

 

417

 

CashStar, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C-2

 

 

454,545

  

 

 

     102

  

 

 

       47

 

Gazelle, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series D

 

 

151,827

  

 

 

165

  

 

 

62

 

Invoke Solutions, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Common Stock

 

 

53,084

  

 

 

39

  

 

 

—  

 

Just Fabulous, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

137,456

  

 

 

589

  

 

 

1,057

 

Prism Education Group, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

200,000

  

 

 

43

  

 

 

 

 

Progress Financial

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series G

 

 

174,562

  

 

 

78

  

 

 

76

 

Reply! Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B

 

 

137,225

  

 

 

320

  

 

 

93

 

ShareThis, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series C

 

 

493,502

  

 

 

546

  

 

 

241

 

Tectura Corporation

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B-1

 

 

253,378

  

 

 

51

  

 

 

—  

 

WaveMarket, Inc.

 

Internet Consumer & Business Services

 

Warrant

 

Preferred Series B-1

 

 

1,083,779

  

 

 

105

  

 

 

85

 

Subtotal: Internet Consumer & Business Services (0.32%)*

  

 

 

2,973

  

 

 

2,078

 

 

Media/Content/Info

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Everyday Health, Inc. (pka Waterfront Media, Inc.)

 

Media/Content/Info

 

Warrant

 

Preferred Series C

 

 

110,018

  

 

 

60

  

 

 

50

 

Glam Media, Inc.

 

Media/Content/Info

 

Warrant

 

Preferred Series D

 

 

407,457

  

 

 

482

  

 

 

—  

 

Zoom Media Group, Inc.

 

Media/Content/Info

 

Warrant

 

Preferred Series A

 

 

1,204

  

 

 

348

  

 

 

275

 

Subtotal: Media/Content/Info (0.05%)*

  

 

 

890

  

 

 

325

 

 

 

See notes to consolidated financial statements.

 

33


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Medical Devices & Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baxano Surgical, Inc.(3)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

882,353

  

 

$

439

  

 

$

344

 

Gelesis, Inc.(6)

 

Medical Devices & Equipment

 

Warrant

 

LLC Interest

 

 

263,688

  

 

 

78

  

 

 

7

 

Home Dialysis Plus, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A

 

 

300,000

  

 

 

245

  

 

 

297

 

InspireMD, Inc.(3)(5)(10)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

168,351

  

 

 

242

  

 

 

167

 

Medrobotics Corporation

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series D

 

 

424,008

  

 

 

343

  

 

 

184

 

 

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series E

 

 

34,199

  

 

 

27

  

 

 

23

 

Total Medrobotics Corporation

 

 

458,207

  

 

 

370

  

 

 

207

 

MELA Sciences, Inc.(3)

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

693,202

  

 

 

401

  

 

 

94

 

NetBio, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

2,568

  

 

 

408

  

 

 

398

 

NinePoint Medical, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Preferred Series A-1

 

 

587,840

  

 

 

170

  

 

 

288

 

Novasys Medical, Inc.

 

Medical Devices & Equipment

 

Warrant

 

Common Stock

 

 

109,449

  

 

 

2

  

 

 

 

 

 

Medical Devices &Equipment

 

Warrant

 

Preferred Series D

 

 

526,840

  

 

 

125

  

 

 

 

 

 

Medical Devices &Equipment

 

Warrant

 

Preferred Series D-1

 

 

53,607

  

 

 

6

  

 

 

 

Total Novasys Medical, Inc.

 

 

689,896

  

 

 

133

  

 

 

 

Optiscan Biomedical, Corp.(6)

 

Medical Devices &Equipment

 

Warrant

 

Preferred Series D

 

 

10,535,275

  

 

 

1,252

  

 

 

232

 

Oraya Therapeutics, Inc.

 

Medical Devices &Equipment

 

Warrant

 

Common Stock

 

 

95,498

  

 

 

66

  

 

 

23

 

 

 

Medical Devices &Equipment

 

Warrant

 

Preferred Series C

 

 

716,948

  

 

 

677

  

 

 

134

 

Total Oraya Therapeutics, Inc.

 

 

812,446

  

 

 

743

  

 

 

157

 

SonaCare Medical, LLC (pka US HIFU, LLC)

 

Medical Devices &Equipment

 

Warrant

 

Preferred Series A

 

 

409,704

  

 

 

188

  

 

 

201

 

United Orthopedic Group, Inc.

 

Medical Devices &Equipment

 

Warrant

 

Preferred Series A

 

 

423,076

  

 

 

608

  

 

 

785

 

ViewRay, Inc.

 

Medical Devices &Equipment

 

Warrant

 

Preferred Series C

 

 

312,500

  

 

 

333

  

 

 

331

 

Subtotal: Medical Devices & Equipment (0.54%)*

  

 

 

5,610

  

 

 

3,508

 

Semiconductors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Achronix Semiconductor Corporation

 

Semiconductors

 

Warrant

 

Preferred Series C

 

 

360,000

  

 

 

160

  

 

 

194

 

SiTime Corporation

 

Semiconductors

 

Warrant

 

Preferred Series G

 

 

195,683

  

 

 

24

  

 

 

12

 

Subtotal: Semiconductors (0.03%)*

  

 

 

184

  

 

 

206

 

 

See notes to consolidated financial statements.

 

34


 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2013

(dollars in thousands)

 

Portfolio Company  

 

Sub-Industry

 

Type of
Investment(1)

 

Series

 

Shares

 

 

Cost(2)

 

 

Value(3)

 

Software

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Atrenta, Inc.

 

Software

 

Warrant

 

Preferred Series D

 

 

392,670

  

 

$

121

  

 

$

330

 

Box, Inc.

 

Software

 

Warrant

 

Preferred Series B

 

 

271,070

  

 

 

72

  

 

 

4,701

 

 

 

Software

 

Warrant

 

Preferred Series C

 

 

199,219

  

 

 

117

  

 

 

3,331

 

 

 

Software

 

Warrant

 

Preferred Series D-1

 

 

62,255

  

 

 

194

  

 

 

625

 

Total Box, Inc.

 

 

532,544

  

 

 

383

  

 

 

8,657

 

Braxton Technologies, LLC

 

Software

 

Warrant

 

Preferred Series A

 

 

168,750

  

 

 

187

  

 

 

—  

 

Central Desktop, Inc.

 

Software

 

Warrant

 

Preferred Series B

 

 

522,769

  

 

 

108

  

 

 

187

 

Clickfox, Inc.

 

Software

 

Warrant

 

Preferred Series B

 

 

1,038,563

  

 

 

330

  

 

 

495

 

 

 

Software

 

Warrant

 

Preferred Series C

 

 

592,019

  

 

 

730

  

 

 

363

 

Total Clickfox, Inc.

 

 

1,630,582

  

 

 

1,060

  

 

 

858

 

Daegis Inc. (pka Unify Corporation)(3)

 

Software

 

Warrant

 

Common Stock

 

 

718,860

  

 

 

1,433

  

 

 

83

 

ForeScout Technologies, Inc.

 

Software

 

Warrant

 

Preferred Series E

 

 

80,587

  

 

 

41

  

 

 

82

 

Hillcrest Laboratories, Inc.

 

Software

 

Warrant

 

Preferred Series E

 

 

1,865,650

  

 

 

55

  

 

 

139

 

Mobile Posse, Inc.

 

Software

 

Warrant

 

Preferred Series C

 

 

396,430

  

 

 

130

  

 

 

129

 

Neos Geosolutions, Inc.

 

Software

 

Warrant

 

Preferred Series 3

 

 

221,150

  

 

 

22

  

 

 

—  

 

Sonian, Inc.

 

Software

 

Warrant

 

Preferred Series C

 

 

185,949

  

 

 

106

  

 

 

105

 

SugarSync, Inc.

 

Software

 

Warrant

 

Preferred Series CC

 

 

332,726

  

 

 

78

  

 

 

48

 

 

 

Software

 

Warrant

 

Preferred Series DD

 

 

107,526

  

 

 

34

  

 

 

16

 

Total Sugarsync, Inc.

 

 

440,252

  

 

 

112

  

 

 

64

 

Touchcommerce, Inc.

 

Software

 

Warrant

 

Preferred Series E

 

 

992,595

  

 

 

251

  

 

 

248

 

White Sky, Inc.

 

Software

 

Warrant

 

Preferred Series B-2

 

 

124,295

  

 

 

54

  

 

 

4

 

WildTangent, Inc.

 

Software

 

Warrant

 

Preferred Series 3

 

 

100,000

  

 

 

238

  

 

 

123

 

Subtotal: Software (1.69%)*

  

 

 

4,301

  

 

 

11,009

 

 

Specialty Pharmaceuticals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

QuatRx Pharmaceuticals Company

 

Specialty Pharmaceuticals

 

Warrant

 

Preferred Series E

 

 

155,324

  

 

 

307

  

 

 

—  

 

Subtotal: Specialty Pharmaceuticals (0.00%)*

  

 

 

307

  

 

 

—  

 

Surgical Devices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gynesonics, Inc.

 

Surgical Devices

 

Warrant

 

Preferred Series C

 

 

180,480

  

 

 

       74

  

 

 

       27

 

 

 

Surgical Devices

 

Warrant

 

Preferred Series D

 

 

1,575,965

  

 

 

320

  

 

 

383

 

Total Gynesonics, Inc.

 

 

1,756,445

  

 

 

394

  

 

 

410

 

Transmedics, Inc.

 

Surgical Devices

 

Warrant

 

Preferred Series B

 

 

40,436

  

 

 

225

  

 

 

9

 

 

 

Surgical Devices

 

Warrant

 

Preferred Series D

 

 

175,000

  

 

 

100

  

 

 

335

 

Total Transmedics, Inc.

 

 

215,436

  

 

 

325

  

 

 

344

 

Subtotal: Surgical Devices (0.12%)*

  

 

 

719

  

 

 

754

 

Total Warrants (5.48%)*

  

 

 

33,606

  

 

 

35,637

 

Total Investments (140.04%)*

  

 

$

906,297

  

 

$

910,295

 

 

*

Value as a percent of net assets

(1)

Preferred and common stock, warrants, and equity interests are generally non-income producing.

(2)

Gross unrealized appreciation, gross unrealized depreciation, and net depreciation for federal income tax purposes totaled $48.8 million, $44.5 million and $4.3 million respectively. The tax cost of investments is $906.2 million

(3)

Except for warrants in twenty-five publicly traded companies and common stock in nine publicly traded companies, all investments are restricted at December 31, 2013 and were valued at fair value as determined in good faith by the Valuation Committee of the Board of Directors. No unrestricted securities of the same issuer are outstanding. The Company uses the Standard Industrial Code for classifying the industry grouping of its portfolio companies.

(4)

Debt investments of this portfolio company have been pledged as collateral under the Wells Facility.

(5)

Non-U.S. company or the company’s principal place of business is outside the United States.

(6)

Affiliate investment that is defined under the Investment Company Act of 1940 as companies in which HTGC owns at least 5% but not more than 25% of the voting securities of the company.

(7)

Control investment that is defined under the Investment Company Act of 1940 as companies in which HTGC owns at least 25% of the voting securities of the company or has greater than 50% representation on its board.

(8)

Debt is on non-accrual status at December 31, 2013, and is therefore considered non-income producing.

(9)

Convertible Senior Debt

(10)

Indicates assets that the Company deems not “qualifying assets” under section 55(a) of the Investment Company Act of 1940, as amended. Qualifying assets must represent at least 70% of the Company’s total assets at the time of acquisition of any additional non-qualifying assets.

(11)

Denotes that all or a portion of the debt investment secures the notes offered in the Debt Securitization (as defined in Note 4).

(12)

Subsequent to December 31, 2013, this company completed an initial public offering. Note that the December 31, 2013 fair value does not reflect any potential impact of the conversion of our preferred shares to common shares which may include reverse split associated with the offering.

(13)

In our quarterly and annual reports filed with the Commission prior to the Annual Report on Form 10-K for the year ended December 31, 2013, we referred to this industry sector as “Clean Tech.”

 

See notes to consolidated financial statements.

 

 

35


 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. Description of Business and Basis of Presentation

Hercules Technology Growth Capital, Inc. (the “Company”) is a specialty finance company focused on providing senior secured loans to venture capital-backed companies in technology-related markets, including technology, biotechnology, life science, and energy and renewables technology industries at all stages of development. The Company sources its investments through its principal office located in Palo Alto, CA, as well as through its additional offices in Boston, MA, New York, NY and McLean, VA. The Company was incorporated under the General Corporation Law of the State of Maryland in December 2003.

The Company is an internally managed, non-diversified closed-end investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). From incorporation through December 31, 2005, the Company was taxed as a corporation under Subchapter C of the Internal Revenue Code of 1986, (the “Code”). Effective January 1, 2006, the Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Code (see Note 5).

Hercules Technology II, L.P. (“HT II”), Hercules Technology III, L.P. (“HT III”), and Hercules Technology IV, L.P. (“HT IV”), are Delaware limited partnerships that were formed in January 2005, September 2009 and December 2010, respectively. HT II and HT III were licensed to operate as small business investment companies (“SBICs”) under the authority of the Small Business Administration (“SBA”) on September 27, 2006 and May 26, 2010, respectively. As SBICs, HT II and HT III are subject to a variety of regulations concerning, among other things, the size and nature of the companies in which they may invest and the structure of those investments. HT IV was formed in anticipation of receiving an additional SBIC license; however, the Company has not yet applied for such license, and HT IV currently has no assets or liabilities. The Company also formed Hercules Technology SBIC Management, LLC, or (“HTM”), a limited liability company in November 2003. HTM is a wholly owned subsidiary of the Company and serves as the limited partner and general partner of HT II and HT III (see Note 4 to the Company’s consolidated financial statements.)

HT II and HT III hold approximately $143.2 million and $296.1 million in assets, respectively, and they accounted for approximately 9.5% and 19.7% of our total assets, respectively, prior to consolidation at June 30, 2014.

The Company also established wholly owned subsidiaries, all of which are structured as Delaware corporations and limited liability companies, to hold portfolio companies organized as limited liability companies, or LLCs (or other forms of pass-through entities). By investing through these wholly owned subsidiaries, the Company is able to benefit from the tax treatment of these entities and create a tax structure that is more advantageous with respect to the Company’s RIC status.

The consolidated financial statements include the accounts of the Company, its subsidiaries and its consolidated securitization VIE. All inter-company accounts and transactions have been eliminated in consolidation. In accordance with Article 6 of Regulation S-X under the Securities Act of 1933 and the Securities and Exchange Act of 1934, the Company does not consolidate portfolio company investments. The accompanying consolidated interim financial statements are presented in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments consisting solely of normal recurring accruals considered necessary for the fair presentation of consolidated financial statements for the interim periods have been included. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. Therefore, the interim unaudited consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the period ended December 31, 2013. The year-end consolidated statement of assets and liabilities data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

 

2. Summary of Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of the Company and its subsidiaries and all VIEs of which the Company is the primary beneficiary. All intercompany accounts and transactions have been eliminated in consolidation.

36


 

A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary of a VIE is the party with both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE.

To assess whether the Company has the power to direct the activities of a VIE that most significantly impact its economic performance, the Company considers all the facts and circumstances including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes identifying the activities that most significantly impact the VIE’s economic performance and identifying which party, if any, has power over those activities. In general, the party that makes the most significant decisions affecting the VIE is determined to have the power to direct the activities of a VIE. To assess whether the Company has the obligation to absorb the losses or the right to receive benefits that could potentially be significant to the VIE, the Company considers all of its economic interests, including debt and equity interests, servicing rights and fee arrangements, and any other variable interests in the VIE. If the Company determines that it is the party with the power to make the most significant decisions affecting the VIE, and the Company has a potentially significant interest in the VIE, then it consolidates the VIE.

The Company performs ongoing reassessments, usually quarterly, of whether it is the primary beneficiary of a VIE. The reassessment process considers whether the Company has acquired or divested the power to direct the activities of the VIE through changes in governing documents or other circumstances. The Company also reconsiders whether entities previously determined not to be VIEs have become VIEs, based on certain events, and therefore are subject to the VIE consolidation framework.

As of the date of this report, the only VIE consolidated by the Company is its securitization VIE formed in conjunction with the issuance of the Asset-Backed Notes (See Note 4).

Valuation of Investments

At June 30, 2014, 86.2% of the Company’s total assets represented investments in portfolio companies that are valued at fair value by the Board of Directors. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. The Company’s investments are carried at fair value in accordance with the 1940 Act and Accounting Standards Codification topic 820 Fair Value Measurements and Disclosures (“ASC 820”). The Company’s debt securities are primarily invested in venture capital-backed companies in technology-related markets, including technology, biotechnology, life science and energy and renewables technology industries. Given the nature of lending to these types of businesses, substantially all of the Company’s investments in these portfolio companies are considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. As such, the Company values substantially all of its investments at fair value as determined in good faith pursuant to a consistent valuation policy and the Company’s Board of Directors in accordance with the provisions of ASC 820 and the 1940 Act. Due to the inherent uncertainty in determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments determined in good faith by its Board of Directors may differ significantly from the value that would have been used had a readily available market existed for such investments, and the differences could be material.

The Company may from time to time engage an independent valuation firm to provide the Company with valuation assistance with respect to certain portfolio investments on a quarterly basis. The Company intends to continue to engage an independent valuation firm to provide management with assistance regarding the Company’s determination of the fair value of selected portfolio investments each quarter unless directed by the Board of Directors to cancel such valuation services. The scope of services rendered by an independent valuation firm is at the discretion of the Board of Directors. The Company’s Board of Directors is ultimately and solely responsible for determining the fair value of the Company’s investments in good faith.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, the Company’s Board of Directors has approved a multi-step valuation process each quarter, as described below:

(1) the Company’s quarterly valuation process begins with each portfolio company being initially valued by the investment professionals responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and business based assumptions are discussed with the Company’s investment committee;

(3) the Audit Committee of the Board of Directors reviews the preliminary valuation of the investments in the portfolio as provided by the investment committee, which incorporates the results of the independent valuation firm as appropriate;

(4) the Board of Directors, upon the recommendation of the Audit Committee, discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of, where applicable, the respective independent valuation firm and the investment committee.

37


 

ASC 820 establishes a framework for measuring the fair value of the assets and liabilities and outlines a fair value hierarchy which prioritizes the inputs used to measure fair value and the effect of fair value measures on earnings. ASC 820 also enhances disclosure requirements for fair value measurements based on the level within the hierarchy of the information used in the valuation. ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. ASC 820 defines fair value as 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.

The Company has categorized all investments recorded at fair value in accordance with ASC 820 based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets at the measurement date. The types of assets carried at Level 1 fair value generally are equities listed in active markets.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset in connection with market data at the measurement date and for the extent of the instrument’s anticipated life. Fair valued assets that are generally included in this category are warrants held in a public company.

Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset at the measurement date. It includes prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Generally, assets carried at fair value and included in this category are the debt investments and warrants and equities held in a private company.

In accordance with ASU 2011-04, the following tables provide quantitative information about the Company’s Level 3 fair value measurements of the Company’s investments as of June 30, 2014 (unaudited) and December 31, 2013. In addition to the techniques and inputs noted in the tables below, according to the Company’s valuation policy the Company may also use other valuation techniques and methodologies when determining the Company’s fair value measurements. The  table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to the Company’s fair value measurements.

 

Investment Type - Level Three
Debt Investments

 

Fair Value at
June 30, 2014
(in thousands)

 

 

Valuation
Techniques/Methodologies

 

Unobservable Input (a)

 

Range

 

 

Weighted Average (b)

 

Pharmaceuticals

 

$

128,946

 

 

Originated Within 6 Months

 

Origination Yield

 

9.79% - 18.99%

 

 

 

13.54%

 

 

 

 

181,608

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

10.27% - 15.53%

 

 

 

13.32%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 0.50%

 

 

 

 

 

Medical Devices

 

 

29,099

 

 

Originated Within 6 Months

 

Origination Yield

 

11.46% - 15.83%

 

 

 

14.12%

 

 

 

 

74,460

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

12.74% - 19.70%

 

 

 

15.09%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 1.00%

 

 

 

 

 

 

 

 

4,442

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

30.00% - 70.00%

 

 

 

 

 

Technology

 

 

72,533

 

 

Originated Within 6 Months

 

Origination Yield

 

9.28% - 15.95%

 

 

 

14.01%

 

 

 

 

97,838

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

8.00% - 20.41%

 

 

 

14.56%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.50%) - 0.50%

 

 

 

 

 

 

 

 

118

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

0.00% - 100.00%

 

 

 

 

 

Energy Technology

 

 

45,168

 

 

Originated Within 6 Months

 

Origination Yield

 

11.64% - 17.29%

 

 

 

12.70%

 

 

 

 

88,836

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

13.25% - 27.39%

 

 

 

16.00%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.50%) - 2.50%

 

 

 

 

 

 

 

 

6,330

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

20.00% - 80.00%

 

 

 

 

 

Lower Middle Market

 

 

115,611

 

 

Market Comparable Companies

 

Adjusted SMi Leveraged Loan Indices

 

7.35% - 15.32%

 

 

 

13.35%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 1.50%

 

 

 

 

 

 

 

 

7,380

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

50.00%

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments Where Fair Value Approximates Cost

 

 

 

 

 

 

 

 

 

 

30,687

 

 

Imminent Payoffs

 

 

 

 

 

 

 

 

 

 

 

 

14,974

 

 

Debt Investments Maturing in Less than One Year

 

 

 

 

 

 

 

 

 

$

898,030

 

 

Total Level Three Debt Investments

 

 

 

 

 

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of the Company’s debt securities are hypothetical market yields and premiums/(discounts). The hypothetical market yield is defined as the exit price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing  participants. The premiums (discounts) relate to company specific characteristics such as underlying investment performance, security liens, and other characteristics of the investment. Significant increases (decreases) in the inputs in isolation would result in a significantly lower (higher) fair value measurement, depending on the materiality of the investment. Debt investments in the industries noted in the Company’s Consolidated Schedule of Investments are included in the industries note above as follows:

38


 

Pharmaceuticals, above, is comprised of debt investments in the Therapeutic, Specialty Pharmaceuticals, Drug Discovery and Development, Drug Delivery, and Diagnostics and Biotechnology industries in the Schedule of Investments.

Medical Devices, above, is comprised of debt investments in the Therapeutic, Surgical Devices, Medical Devices and Equipment and Biotechnology Tools industries in the Schedule of Investments.

Technology, above, is comprised of debt investments in the Software, Semiconductors, Internet Consumer and Business Services, Information Services, and Communications and Networking industries in the Schedule of Investments.

Lower Middle Market, above, is comprised of debt investments in the Communications and Networking, Electronics and Computer Hardware, Healthcare Services - Other, Information Services, Internet Consumer and Business Services, Media/Content/Info, and Specialty Pharmaceuticals industries in the Schedule of Investments.

Energy Technology, above, aligns with the Energy Technology Industry in the Schedule of Investments.

(b)

The weighted averages are calculated based on the fair market value of each investment.

(c)

The significant unobservable input used in the fair value measurement of impaired debt securities is the probability weighting of alternative outcomes. The probability weighting of alternative outcomes is the probability assigned to different possible outcomes for our investment.

 

Investment Type - Level Three
Debt Investments

 

Fair Value at
December 31, 2013
 (in thousands)

 

 

Valuation
Techniques/Methodologies

 

Unobservable Input (a)

 

Range

 

 

Weighted Average (c)

 

Pharmaceuticals

 

$

25,811

 

 

Originated Within 6 Months

 

Origination Yield

 

12.56% - 14.53%

 

 

 

13.36%

 

 

 

 

250,607

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

13.83% - 15.47%

 

 

 

14.13%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 0.00%

 

 

 

 

 

Medical Devices

 

 

46,900

 

 

Originated Within 6 Months

 

Origination Yield

 

13.54% - 17.37%

 

 

 

14.87%

 

 

 

 

34,723

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

14.32% - 17.37%

 

 

 

15.23%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 1.00%

 

 

 

 

 

Technology

 

 

18,796

 

 

Originated Within 6 Months

 

Origination Yield

 

10.62% - 15.97%

 

 

 

14.26%

 

 

 

 

98,290

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

14.72% - 21.08%

 

 

 

15.48%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 1.00%

 

 

 

 

 

 

 

 

1,643

 

 

Liquidation

 

Probability weighting of alternative outcomes

 

30.00% - 70.00%

 

 

 

 

 

Energy Technology

 

 

32,597

 

 

Originated Within 6 Months

 

Origination Yield

 

14.68% - 15.87%

 

 

 

15.17%

 

 

 

 

108,238

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

15.37%

 

 

 

15.37%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.50%) - 1.50%

 

 

 

 

 

Lower Middle Market

 

 

121,347

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

14.83% - 19.73%

 

 

 

16.12%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 1.00%

 

 

 

 

 

 

 

 

31,818

 

 

Broker Quote (b)

 

Price Quotes

 

99.50% - 100.25% of par

 

 

 

 

 

 

 

 

 

 

 

 

 

Par Value

 

$2.0 - $22.5 million

 

 

 

 

 

 

 

 

12,576

 

 

Liquidation

 

Probability weighting of alternative outcomes

 

20.00% - 80.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments Where Fair Value Approximates Amortized Cost

 

 

 

 

15,906

 

 

Imminent Payoffs

 

 

 

 

 

 

 

 

 

 

 

 

22,236

 

 

Debt Investments Maturing in Less than One Year

 

 

 

 

500

 

 

Convertible Debt at Par

 

 

 

$

821,988

 

 

Total Level Three Debt Investments

 

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of the Company’s securities are hypothetical market yields and premiums/(discounts). The hypothetical market yield is defined as the exit price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing participants. The premiums (discounts) relate to company specific characteristics such as underlying investment performance, security liens, and other characteristics of the investment. Significant increases (decreases) in the inputs in isolation would result in a significantly lower (higher) fair value measurement, depending on the materiality of the investment. Debt investments in the industries noted in the Company’s Consolidated Schedule of Investments are included in the industries note above as follows:

Pharmaceuticals, above, is comprised of debt investments in the Therapeutic, Specialty Pharmaceuticals, Drug Discovery and Development, Drug Delivery, and Diagnostics and Biotechnology industries in the Schedule of Investments.

Medical Devices, above, is comprised of debt investments in the Therapeutic, Surgical Devices, Medical Devices and Equipment and Biotechnology Tools industries in the Schedule of Investments.

Technology, above, is comprised of debt investments in the Software, Semiconductors, Internet Consumer and Business Services, Information Services, and Communications and Networking industries in the Schedule of Investments.

Lower Middle Market, above, is comprised of debt investments in the Communications and Networking, Electronics and Computer Hardware, Healthcare Services - Other, Information Services, Internet Consumer and Business Services, Media/Content/Info, and Specialty Pharmaceuticals industries in the Schedule of Investments.

Energy Technology, above, aligns with the Energy Technology Industry in the Schedule of Investments. In our quarterly and annual reports filed with the Commission prior to the 2013 Annual Report on Form 10-K, we referred to the Energy Technology Industry as “Clean Tech” and we referred to these investments as “Clean Tech” in the Schedule of Investments included in such reports.

(b)

A broker quote valuation technique was used to derive the fair value of debt investments which are part of a syndicated facility.

(c)

The weighted averages are calculated based on the fair market value of each investment.

39


 

 

Investment Type - Level Three
Equity and Warrant Investments

 

Fair Value at
June 30, 2014
(in thousands)

 

 

Valuation Techniques/
Methodologies

 

Unobservable Input (a)

 

Range

 

Equity Investments

 

$

11,079

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

5.1x - 23.1x

 

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.9x - 4.1x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

10.8% - 33.3%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

43.5% - 100.8%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 0.8%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

12 - 36

 

 

 

 

38,128

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

40.2% - 84.3%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.0% - 1.1%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

2 - 45

 

Warrant Investments

 

 

10,135

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

3.2x - 42.8x

 

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.4x - 7.5x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

12.3% - 34.4%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

39.6% - 118.3%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 1.2%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

12 - 48

 

 

 

 

6,748

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

29.9% - 95.4%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 2.7%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

9 - 48

 

Total Level Three Warrant and Equity Investments

 

$

66,090

 

 

 

 

 

 

 

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are revenue and/or EBITDA multiples and discounts for lack of marketability. Additional inputs used in the Black Scholes option pricing model include industry volatility, risk free interest rate and estimated time to exit. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.

(b)

Represents amounts used when the Company has determined that market participants would use such multiples when pricing the investments.

(c)

Represents amounts used when the Company has determined market participants would take into account these discounts when pricing the investments.

(d)

Represents the range of industry volatility used by market participants when pricing the investment.

 

Investment Type - Level Three
Equity and Warrant Investments

 

Fair Value at
December 31, 2013
(in thousands)

 

 

Valuation Techniques/
Methodologies

 

Unobservable Input (a)

 

Range

 

Equity Investments

 

$

10,244

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

8.6x - 17.7x

 

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.7x - 13.8x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

9.1% - 23.6%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

43.4% - 110.7%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 0.4%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

6 - 30

 

 

 

 

9,289

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

45.6% - 109.7%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 0.9%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

6 - 42

 

 

 

 

18,127

 

 

Other

 

Average Industry Volatility (d)

 

44.0%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

12

 

Warrant Investments

 

 

10,200

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

5.0x - 51.4x

 

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.5x - 13.8x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

6.4% - 36.0%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

21.3% - 110.7%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 1.0%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

6 - 48

 

 

 

 

8,913

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

35.7% - 109.9%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 2.7%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

3 - 48

 

 

 

 

9,595

 

 

Other

 

Average Industry Volatility (d)

 

44.0% - 56.9%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 1.0%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

12 - 48

 

Total Level Three Warrant and Equity Investments

 

$

66,368

 

 

 

 

 

 

 

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of the Company’s warrant and equity-related securities are revenue and/or EBITDA multiples and discounts for lack of marketability. Additional inputs used in the Black Scholes option pricing model include industry volatility, risk free interest rate and estimated time to exit. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.

(b)

Represents amounts used when the Company has determined that market participants would use such multiples when pricing the investments.

(c)

Represents amounts used when the Company has determined market participants would take into account these discounts when pricing the investments.

(d)

Represents the range of average industry volatility used by market participants when pricing the investment.

40


 

Debt Investments

The Company follows the guidance set forth in ASC 820 which establishes a framework for measuring the fair value of assets and liabilities and outlines a fair value hierarchy which prioritizes the inputs used to measure fair value and the effect of fair value measures on earnings. The Company’s debt securities are primarily invested in venture capital-backed companies in technology- related markets, including technology, biotechnology, life science and energy and renewables technology industries. Given the nature of lending to these types of businesses, the Company’s investments in these portfolio companies are considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for debt instruments for these investment securities to be traded or exchanged.

In making a good faith determination of the value of our investments, the Company generally starts with the cost basis of the investment, which includes the value attributed to the OID, if any, and PIK interest or other receivables which have been accrued to principal as earned. The Company then applies the valuation methods as set forth below.

The Company applies a procedure that assumes a sale of investment in a hypothetical market to a hypothetical market participant where buyers and sellers are willing participants. The hypothetical market does not include scenarios where the underlying security was simply repaid or extinguished, but includes an exit concept. Under this process, the Company also evaluates the collateral for recoverability of the debt investments as well as applies all of its historical fair value analysis. The Company uses pricing on recently issued comparable debt securities to determine the baseline hypothetical market yields as of the measurement date.

The Company considers each portfolio company’s credit rating, security liens and other characteristics of the investment to adjust the baseline yield to derive a hypothetical yield for each investment as of the measurement date. The anticipated future cash flows from each investment are then discounted at the hypothetical yield to estimate each investment’s fair value as of the measurement date.

The Company’s process includes, among other things, the underlying investment performance, the current portfolio company’s financial condition and market changing events that impact valuation, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. The Company values its syndicated debt investments using broker quotes and bond indices amongst other factors. If there is a significant deterioration of the credit quality of a debt investment, the Company may consider other factors to estimate fair value, including the proceeds that would be received in a liquidation analysis.

The Company records unrealized depreciation on investments when it believes that an investment has decreased in value, including where collection of a debt investment is doubtful or, if under the in-exchange premise, when the value of a debt security was to be less than amortized cost of the investment. Conversely, where appropriate, the Company records unrealized appreciation if it believes that the underlying portfolio company has appreciated in value and, therefore, that its investment has also appreciated in value or, if under the in-exchange premise, the value of a debt security were to be greater than amortized cost.

When originating a debt instrument, the Company generally receives warrants or other equity-related securities from the borrower. The Company determines the cost basis of the warrants or other equity-related securities received based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt investment and warrants or other equity-related securities received. Any resulting discount on the debt investment from recordation of the warrant or other equity instruments is accreted into interest income over the life of the loan.

Equity-Related Securities and Warrants

Securities that are traded in the over-the-counter markets or on a stock exchange will be valued at the prevailing bid price at period end. The Company has a limited number of equity securities in public companies. In accordance with the 1940 Act, unrestricted publicly traded securities for which market quotations are readily available are valued at the closing market quote on the measurement date.

The Company estimates the fair value of warrants using a Black Scholes pricing model. At each reporting date, privately held warrant and equity-related securities are valued based on an analysis of various factors including, but not limited to, the portfolio company’s operating performance and financial condition and general market conditions, price to enterprise value or price to equity ratios, discounted cash flow, valuation comparisons to comparable public companies or other industry benchmarks. When an external event occurs, such as a purchase transaction, public offering, or subsequent equity sale, the pricing indicated by that external event is utilized to corroborate the Company’s valuation of the warrant and equity-related securities. The Company periodically reviews the valuation of its portfolio companies that have not been involved in a qualifying external event to determine if the enterprise value of the portfolio company may have increased or decreased since the last valuation measurement date.

41


 

Investments measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations as of June 30, 2014 (unaudited) and as of December 31, 2013. The Company transfers investments in and out of Level 1, 2 and 3 securities as of the beginning balance sheet date, based on changes in the use of observable and unobservable inputs utilized to perform the valuation for the period. During the six-months ended June 30, 2014, there were no transfers between Levels 1 or 2.

 

(in thousands)

 

Balance 

 

 

Quoted Prices In
Active Markets For
Identical Assets

 

 

Significant Other
Observable Inputs

 

 

Significant Unobservable
Inputs

 

Description

 

June 30, 2014

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Senior secured debt

 

$

898,030

 

 

$

 

 

$

 

 

$

898,030

 

Preferred stock

 

 

47,059

 

 

 

 

 

 

 

 

 

47,059

 

Common stock

 

 

23,220

 

 

 

21,073

 

 

 

 

 

 

2,147

 

Warrants

 

 

23,036

 

 

 

 

 

 

6,152

 

 

 

16,884

 

 

 

$

991,345

 

 

$

21,073

 

 

$

6,152

 

 

$

964,120

 

 

(in thousands)

 

Balance 

 

 

Quoted Prices In
Active Markets For
Identical Assets

 

 

Significant Other
Observable Inputs

 

 

Significant Unobservable
Inputs

 

Description

 

December 31, 2013

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Senior secured debt

 

$

821,988

 

 

$

 

 

$

 

 

$

821,988

 

Preferred stock

 

 

35,554

 

 

 

 

 

 

 

 

 

35,554

 

Common stock

 

 

17,116

 

 

 

15,009

 

 

 

 

 

 

2,107

 

Warrants

 

 

35,637

 

 

 

 

 

 

6,930

 

 

 

28,707

 

 

 

$

910,295

 

 

$

15,009

 

 

$

6,930

 

 

$

888,356

 

The table below presents reconciliation for all financial assets and liabilities measured at fair value on a recurring basis, excluding accrued interest components, using significant unobservable inputs (Level 3) for the six-months ended June 30, 2014 (unaudited) and year ended December 31, 2013.

 

(in thousands)

 

Balance,
January 1, 2014

 

 

Net Realized
(Losses) (1)

 

 

Net Change in
Unrealized
Appreciation
(Depreciation) (2)

 

 

Purchases

 

 

Sales

 

 

Repayments

 

 

Gross
Transfers
into
Level 3 (3)

 

 

Gross
Transfers
out of
Level 3 (3)

 

 

Balance,
June 30, 2014

 

Senior Debt

 

$

821,988

 

 

$

 

 

$

(6,678

)

 

$

286,723

 

 

$

 

 

$

(202,764

)

 

$

 

 

$

(1,239

)

 

$

898,030

 

Preferred Stock

 

 

35,554

 

 

 

(250

)

 

 

9,403

 

 

 

2,566

 

 

 

(503

)

 

 

 

 

 

1,769

 

 

 

(1,480

)

 

 

47,059

 

Common Stock

 

 

2,107

 

 

 

 

 

 

40

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,147

 

Warrants

 

 

28,707

 

 

 

(125

)

 

 

(12,532

)

 

 

3,330

 

 

 

(548

)

 

 

 

 

 

 

 

 

(1,948

)

 

 

16,884

 

Total

 

$

888,356

 

 

$

(375

)

 

$

(9,767

)

 

$

292,619

 

 

$

(1,051

)

 

$

(202,764

)

 

$

1,769

 

 

$

(4,667

)

 

$

964,120

 

 

(in thousands)

 

Balance,
January 1, 2013

 

 

Net Realized
Gains (Losses) (1)

 

 

Net Change in
Unrealized
Appreciation
(Depreciation) (2)

 

 

Purchases

 

 

Sales

 

 

Repayments

 

 

Gross
Transfers
into
Level 3 (4)

 

 

Gross
Transfers
out of
Level 3 (4)

 

 

Balance,
December 31, 2013

 

Senior Debt

 

$

827,540

 

 

$

(9,536

)

 

$

(8,208

)

 

$

484,367

 

 

$

(8

)

 

$

(469,780

)

 

$

769

 

 

$

(3,156

)

 

$

821,988

 

Preferred Stock

 

 

33,178

 

 

 

7,968

 

 

 

7,682

 

 

 

6,198

 

 

 

(18,572

)

 

 

 

 

 

776

 

 

 

(1,676

)

 

 

35,554

 

Common Stock

 

 

2,367

 

 

 

 

 

 

(1,103

)

 

 

750

 

 

 

 

 

 

 

 

 

93

 

 

 

 

 

 

2,107

 

Warrants

 

 

22,140

 

 

 

5,257

 

 

 

6,173

 

 

 

6,524

 

 

 

(10,350

)

 

 

 

 

 

 

 

 

(1,037

)

 

 

28,707

 

Total

 

$

885,225

 

 

$

3,689

 

 

$

4,544

 

 

$

497,839

 

 

$

(28,930

)

 

$

(469,780

)

 

$

1,638

 

 

$

(5,869

)

 

$

888,356

 

 

 

(1)

Includes net realized gains (losses) recorded as realized gains or losses in the accompanying consolidated statements of operations.

(2)

Included in change in net unrealized appreciation (depreciation) in the accompanying consolidated statements of operations.

(3)

Transfers in/out of Level 3 during the six-months ended June 30, 2014 relate to the conversion of Paratek Pharmaceuticals, Inc., SCI Energy, Inc., and Oraya Therapeutics, Inc. debt to equity, the exercise of warrants in Box, Inc. to equity, the conversion of warrants in Glori Energy, Inc. to equity in the company’s reverse public merger and the initial public offerings of Concert Pharmaceuticals, Inc., Dicerna Pharmaceuticals, Inc., Everyday Health, Inc., Revance Therapeutics, Inc., and UniQure BV.

(4)

Transfers in/out of Level 3 during the year ended December 31, 2013 relate to the conversion of Optiscan BioMedical, Inc., Gynesonics, Inc., Philotic, Inc., and Tethys BioScience, Inc. debt to equity, the conversion of OCZ Technology warrants to principal and the initial public offerings of Portola Pharmaceuticals, Inc., Acceleron Pharma, Inc., Bind, Inc., and ADMA Biologics, Inc.

42


 

For the six-months ended June 30, 2014, approximately $8.9 million and approximately $41,000 in net unrealized appreciation was recorded for preferred stock and common stock Level 3 investments, respectively, relating to assets still held at the reporting date. For the same period, approximately $4.9 million and $6.7 million in net unrealized depreciation was recorded for warrant and debt Level 3 investments respectively relating to assets still held at the reporting date.

For the year ended December 31, 2013, approximately $4.4 million and $4.1 million in net unrealized appreciation was recorded for preferred stock and warrant Level 3 investments, respectively, relating to assets still held at the reporting date. For the same period, approximately $8.2 million and $1.1 million in net unrealized depreciation was recorded for debt and common stock Level 3 investments, respectively, relating to assets still held at the reporting date.

As required by the 1940 Act, the Company classifies its investments by level of control. “Control investments” are defined in the 1940 Act as investments in those companies that the Company is deemed to “control”. Generally, under the 1940 Act, the Company is deemed to “control” a company in which it has invested if it owns 25% or more of the voting securities of such company or has greater than 50% representation on its board. “Affiliate investments” are investments in those companies that are “affiliated companies” of the Company, as defined in the 1940 Act, which are not control investments. The Company is deemed to be an “affiliate” of a company in which it has invested if it owns 5% or more but less than 25% of the voting securities of such company. “Non-control/non-affiliate investments” are investments that are neither control investments nor affiliate investments.

The following table summarizes our realized and unrealized gain and loss and changes in our unrealized appreciation and depreciation on affiliate investments for the three and six-months ended June 30, 2014 and 2013 (unaudited). The Company did not hold any Control investments at either June 30, 2014 or 2013.

 

(in thousands)

 

 

 

 

 

 

Three Months Ended June 30, 2014

 

 

Six Months Ended June 30, 2014

 

Portfolio Company

Type

 

Fair Value at
June 30, 2014

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized

Gain/(Loss)

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized
Gain/(Loss)

 

Gelesis, Inc.

Affiliate

 

$

353

 

 

$

 

 

$

(144

)

 

$

 

 

$

 

 

$

 

 

$

(120

)

 

$

 

 

$

 

Optiscan BioMedical, Corp.

Affiliate

 

 

4,740

 

 

 

 

 

 

(292

)

 

 

 

 

 

 

 

 

 

 

 

(44

)

 

 

 

 

 

 

Stion Corporation

Affiliate

 

 

2,300

 

 

 

163

 

 

 

(3,016

)

 

 

 

 

 

 

 

 

1,639

 

 

 

(3,240

)

 

 

 

 

 

 

Total

 

 

$

7,393

 

 

$

163

 

 

$

(3,452

)

 

$

 

 

$

 

 

$

1,639

 

 

$

(3,404

)

 

$

 

 

$

 

 

(in thousands)

 

 

 

 

 

 

Three Months Ended June 30, 2013

 

 

Six Months Ended June 30, 2013

 

Portfolio Company

Type

 

Fair Value at
June 30, 2013

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized

Gain/(Loss)

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized
Gain/(Loss)

 

Gelesis, Inc.

Affiliate

 

$

1,010

 

 

$

 

 

$

(878

)

 

$

 

 

$

 

 

$

 

 

$

(1,100

)

 

$

 

 

$

 

Optiscan BioMedical, Corp.

Affiliate

 

 

12,555

 

 

 

518

 

 

 

(32

)

 

 

 

 

 

 

 

 

1,128

 

 

 

(244

)

 

 

 

 

 

 

Total

 

 

$

13,565

 

 

$

518

 

 

$

(910

)

 

$

 

 

$

 

 

$

1,128

 

 

$

(1,344

)

 

$

 

 

$

 

During the year ended December 31, 2013, Stion Corporation became classified as an affiliate.

A summary of the composition of the Company’s investment portfolio as of June 30, 2014 (unaudited) and December 31, 2013 at fair value is shown as follows:

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Investments at Fair
Value

 

 

Percentage of Total
Portfolio

 

 

Investments at Fair
Value

 

 

Percentage of Total
Portfolio

 

Senior secured debt with warrants

$

608,243

 

 

 

61.4

%

 

$

634,820

 

 

 

69.7

%

Senior secured debt

 

312,823

 

 

 

31.6

%

 

 

222,805

 

 

 

24.5

%

Preferred stock

 

47,059

 

 

 

4.7

%

 

 

35,554

 

 

 

3.9

%

Common Stock

 

23,220

 

 

 

2.3

%

 

 

17,116

 

 

 

1.9

%

 

$

991,345

 

 

 

100.0

%

 

$

910,295

 

 

 

100.0

%

 

43


 

The increase in senior secured debt is consistent with the overall increase in the investment portfolio at June 30, 2014 from December 31, 2013. The decrease in senior secured debt with warrants is primarily due to exercises of the Company’s outstanding warrants to equity in four portfolio companies, with a cumulative fair value of approximately $65.1 million, during the six-months ended June 30, 2014. As a result, the existing debt investments that were included in senior secured debt with warrants at December 31, 2013 are included in senior secured debt at June 30, 2014.

A summary of the Company’s investment portfolio, at value, by geographic location as of June 30, 2014 (unaudited) and December 31, 2013 is shown as follows:

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Investments at Fair
Value

 

 

Percentage of Total
Portfolio

 

 

Investments at Fair
Value

 

 

Percentage of Total
Portfolio

 

United States

$

932,750

 

 

 

94.1

%

 

$

864,003

 

 

 

94.9

%

Canada

 

28,383

 

 

 

2.9

%

 

 

25,798

 

 

 

2.8

%

Israel

 

10,237

 

 

 

1.0

%

 

 

9,863

 

 

 

1.1

%

Netherlands

 

19,975

 

 

 

2.0

%

 

 

10,131

 

 

 

1.1

%

England

 

-

 

 

 

0.0

%

 

 

500

 

 

 

0.1

%

 

$

991,345

 

 

 

100.0

%

 

$

910,295

 

 

 

100.0

%

The following table shows the fair value the Company’s portfolio by industry sector at June 30, 2014 (unaudited) and December 31, 2013:

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Investments at
Fair Value

 

 

Percentage of Total
Portfolio

 

 

Investments at 

Fair Value

 

 

Percentage of Total
Portfolio

 

Drug Discovery & Development

$

219,457

 

 

 

22.1

%

 

$

219,169

 

 

 

24.1

%

Energy Technology

 

156,669

 

 

 

16.0

%

 

 

164,466

 

 

 

18.1

%

Internet Consumer & Business Services

 

128,113

 

 

 

12.9

%

 

 

122,073

 

 

 

13.4

%

Medical Devices & Equipment

 

126,973

 

 

 

12.8

%

 

 

103,614

 

 

 

11.4

%

Software

 

91,578

 

 

 

9.2

%

 

 

65,218

 

 

 

7.2

%

Drug Delivery

 

78,187

 

 

 

7.9

%

 

 

62,022

 

 

 

6.8

%

Communications & Networking

 

56,202

 

 

 

5.7

%

 

 

35,979

 

 

 

4.0

%

Specialty Pharmaceuticals

 

50,536

 

 

 

5.1

%

 

 

20,055

 

 

 

2.2

%

Media/Content/Info

 

30,234

 

 

 

3.0

%

 

 

8,679

 

 

 

1.0

%

Information Services

 

15,626

 

 

 

1.6

%

 

 

46,565

 

 

 

5.1

%

Surgical Devices

 

10,355

 

 

 

1.0

%

 

 

10,307

 

 

 

1.0

%

Semiconductors

 

8,943

 

 

 

0.8

%

 

 

4,685

 

 

 

0.5

%

Consumer & Business Products

 

7,570

 

 

 

0.8

%

 

 

2,995

 

 

 

0.3

%

Healthcare Services, Other

 

5,469

 

 

 

0.6

%

 

 

29,080

 

 

 

3.2

%

Biotechnology Tools

 

4,175

 

 

 

0.4

%

 

 

5,275

 

 

 

0.6

%

Diagnostic

 

804

 

 

 

0.1

%

 

 

902

 

 

 

0.1

%

Electronics & Computer Hardware

 

454

 

 

 

0.0

%

 

 

9,211

 

 

 

1.0

%

 

$

991,345

 

 

 

100.0

%

 

$

910,295

 

 

 

100.0

%

 

During the three and six-months ended June 30, 2014, the Company funded investments in debt securities totaling approximately $172.8 million and $283.2 million, respectively. During the three and six-months ended June 30, 2014, the Company funded equity investments totaling approximately $132,000 and $1.6 million, respectively. During the three-months ended June 30, 2014 the Company converted approximately $500,000 of debt to equity in one portfolio company. During the six-months ended June 30, 2014 the Company converted approximately $2.0 million of warrants to equity in four portfolio companies.

During the three and six-month periods ended June 30, 2013, the Company funded investments in debt securities totaling approximately $201.6 million and $337.9 million, respectively. The Company did not fund any equity investments or convert any debt to equity in the three-months ended June 30, 2013. During the six-month period ended June 30, 2013, the Company funded equity investments totaling approximately $2.0 million and converted approximately $836,000 of debt to equity in three portfolio companies.

No single portfolio investment represents more than 10% of the fair value of the investments as of June 30, 2014 and December 31, 2013.

44


 

During the three and six-month periods ended June 30, 2014, we recognized net realized gains of approximately $2.5 million and $7.3 million on the portfolio, respectively. During the three-months ended June 30, 2014, the Company recorded gross realized gains of approximately $2.5 million primarily from the sale of investments in two portfolio companies, including Trulia ($1.0 million) and Acceleron Pharmaceuticals ($712,000). During the six-months ended June 30, 2014, the Company recorded gross realized gains of approximately $7.9 million primarily from the sale of investments in seven portfolio companies, including Cell Therapeutics ($1.3 million), Neuralstem ($1.2 million), Trulia ($1.0 million), Acceleron Pharmaceuticals ($712,000), Portola Pharmaceuticals ($700,000), AcelRx ($485,000) and Dicerna ($200,000).These gains were partially offset by gross realized losses of approximately $500,000 from the liquidation of the Company’s investments in five portfolio companies.

During the three and six-month periods ended June 30, 2013, the Company recognized net realized gains of approximately $2.2 million and $4.2 million on the portfolio. During the three-month period ended June 30, 2013, the Company recorded gross realized gains of approximately $6.0 million from the sale of investments in seven portfolio companies, including Althea Technologies (approximately $3.8 million) and Insmed, Inc. (approximately $1.4 million). These gains were partially offset by the liquidation of the Company’s investments in six portfolio companies of approximately $3.8 million in gross realized losses, including the write off of equity in E-Band Communications, Corp. that had a cost basis of approximately $3.3 million. During the six-month period ended June 30, 2013, the Company recorded additional gross realized gains of approximately $3.7 million from the sale of investments in three portfolio companies. These gains were partially offset by the liquidation of the Company’s investments in five portfolio companies of approximately $1.6 million in gross realized losses.

Loan origination and commitment fees received in full at the inception of a loan are deferred and amortized into fee income as an enhancement to the related loan’s yield over the contractual life of the loan. Loan exit fees to be paid at the termination of the loan are accreted into interest income over the contractual life of the loan. The Company had approximately $3.0 million and $4.0 million of unamortized fees at June 30, 2014 and December 31, 2013, respectively, and approximately $18.6 million and $14.4 million in exit fees receivable at June 30, 2014 and December 31, 2013, respectively.

The Company has debt investments in its portfolio that contain a payment-in-kind (“PIK”) provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends even though the Company has not yet collected the cash. Amounts necessary to pay these dividends may come from available cash or the liquidation of certain investments. The Company recorded approximately $872,000 and $983,000 in PIK income during the three-months ended June 30, 2014 and 2013, respectively. The Company recorded approximately $1.7 million and $1.8 million in PIK income during the six-months ended June 30, 2014 and 2013, respectively.

In certain investment transactions, the Company may provide advisory services. For services that are separately identifiable and external evidence exists to substantiate fair value, income is recognized as earned, which is generally when the investment transaction closes. The Company had no income from advisory services in the three and six-month periods ended June 30, 2014 and 2013.

In the majority of cases, the Company collateralizes its investments by obtaining a first priority security interest in a portfolio company’s assets, which may include its intellectual property. In other cases, the Company may obtain a negative pledge covering a company’s intellectual property. At June 30, 2014, approximately 62.4% of our portfolio company debt investments were secured by a first priority security in all of the assets of the portfolio company, including their intellectual property, and 37.6% of the debt investments were to portfolio companies that were prohibited from pledging or encumbering their intellectual property. At June 30, 2014 the Company had no equipment only liens on any of our portfolio companies.

 

3. Fair Value of Financial Instruments

Fair value estimates are made at discrete points in time based on relevant information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. The Company believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, receivables, accounts payable and accrued liabilities, approximate the fair values of such items due to the short maturity of such instruments. The Convertible Senior Notes, 2019 Notes payable (the “April 2019 Notes” and the “September 2019 Notes”, together the “2019 Notes”), the Asset-Backed Notes and the SBA debentures as sources of liquidity remain a strategic advantage due to their flexible structure, long-term duration, and low fixed interest rates. At June 30, 2014, the April 2019 Notes were trading on the New York Stock Exchange for $1.034 per dollar at par value, and the September 2019 Notes were trading on the New York Stock Exchange for $1.047 per dollar at par value. Based on market quotations on or around June 30, 2014, the Convertible Senior Notes were trading for $1.403 per dollar at par value and the Asset-Backed Notes were trading for $1.003 per dollar at par value. Calculated based on the net present value of payments over the term of the notes using estimated market rates for similar notes and remaining terms, the fair value of the SBA debentures would be approximately $194.1 million, compared to the carrying amount of $190.2 million as of June 30, 2014.

See the accompanying Consolidated Schedule of Investments for the fair value of the Company’s investments. The methodology for the determination of the fair value of the Company’s investments is discussed in Note 2.

45


 

The liabilities of the Company below are recorded at amortized cost and not at fair value on the Consolidated Statement of Assets and Liabilities. The following table provides additional information about the level in the fair value hierarchy of the Company’s liabilities at June 30, 2014 (unaudited) and December 31, 2013:

 

(in thousands)

 

 

 

 

Identical Assets

 

 

Observable Inputs

 

 

Unobservable Inputs

 

Description

June 30, 2014

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Convertible Senior Notes

$

105,188

 

 

$

 

 

$

105,188

 

 

$

 

Asset Backed Notes

$

46,722

 

 

$

 

 

$

 

 

$

46,722

 

April 2019 Notes

$

87,396

 

 

$

 

 

$

87,396

 

 

$

 

September 2019 Notes

$

89,928

 

 

$

 

 

$

89,928

 

 

$

 

SBA Debentures

$

194,128

 

 

$

 

 

$

 

 

$

194,128

 

 

(in thousands)

 

 

 

 

Identical Assets

 

 

Observable Inputs

 

 

Unobservable Inputs

 

Description

December 31, 2013

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Convertible Senior Notes

$

105,206

 

 

$

 

 

$

105,206

 

 

$

 

Asset Backed Notes

$

89,893

 

 

$

 

 

$

 

 

$

89,893

 

April 2019 Notes

$

86,281

 

 

$

 

 

$

86,281

 

 

$

 

September 2019 Notes

$

87,248

 

 

$

 

 

$

87,248

 

 

$

 

SBA Debentures

$

222,742

 

 

$

 

 

$

 

 

$

222,742

 

 

 

4. Borrowings Long Term

Outstanding Borrowings

At June 30, 2014 (unaudited) and December 31, 2013, the Company had the following available borrowings and outstanding borrowings:

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Total Available

 

 

Carrying Value (1)

 

 

Total Available

 

 

Carrying Value (1)

 

SBA Debentures (2)

$

190,200

 

 

$

190,200

 

 

$

225,000

 

 

$

225,000

 

2019 Notes

 

170,364

 

 

 

170,364

 

 

 

170,364

 

 

 

170,364

 

Asset-Backed Notes

 

46,547

 

 

 

46,547

 

 

 

89,557

 

 

 

89,557

 

Convertible Senior Notes (3)

 

75,000

 

 

 

73,060

 

 

 

75,000

 

 

 

72,519

 

Wells Facility

 

75,000

 

 

 

 

 

 

75,000

 

 

 

 

Union Bank Facility

 

30,000

 

 

 

 

 

 

30,000

 

 

 

 

Total

$

587,111

 

 

$

480,171

 

 

$

664,921

 

 

$

557,440

 

 

 

(1)

Except for the Convertible Senior Notes, all carrying values are the same as the principal amount outstanding.

(2)

In March 2014, the Company repaid $34.8 million of SBA debentures under HT II, priced at approximately 6.38%, including annual fees. At June 30, 2014, the total available borrowings under the SBA was $190.2 million, of which $41.2 million was available in HT II and $149.0 million was available in HT III. At December 31, 2013, the total available borrowings under the SBA was $225.0 million, of which $76.0 million was available in HT II and $149.0 million was available in HT III.

(3)

Represents the aggregate principal amount outstanding of the Convertible Senior Notes less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes. The total unaccreted discount for the Convertible Senior Notes was $1.9 million at June 30, 2014 and $2.5 million at December 31, 2013.

Long-Term SBA Debentures

On September 27, 2006, HT II received a license to operate as a SBIC under the SBIC program and is able to borrow funds from the SBA against eligible investments and regulatory capital. Under the Small Business Investment Company Act and current SBA policy applicable to SBICs, a SBIC can have outstanding at any time SBA guaranteed debentures up to twice the amount of its regulatory capital. With the Company’s net investment of $38.0 million in HT II as of June 30, 2014, HT II has the capacity to issue a total of $41.2 million of SBA guaranteed debentures, subject to SBA approval, of which $41.2 million was available at June 30, 2014. As of June 30, 2014, HT II has paid the SBA commitment fees and facility fees of approximately $1.5 million and $3.6 million, respectively. As of June 30, 2014 the Company held investments in HT II in 41 companies with a fair value of approximately $94.0 million, accounting for approximately 9.5% of the Company’s total portfolio at June 30, 2014.

On May 26, 2010, HT III received a license to operate as a SBIC under the SBIC program and is able to borrow funds from the SBA against eligible investments and additional contributions to regulatory capital. With the Company’s net investment of $74.5 million in HT III as of June 30, 2014, HT III has the capacity to issue a total of $149.0 million of SBA guaranteed debentures, of which $149.0 million was outstanding as of June 30, 2014. As of June 30, 2014, HT III has paid commitment fees and facility fees of approximately $1.5 million and $3.6 million, respectively. As of June 30, 2014, the Company held investments in HT III in 39

46


 

companies with a fair value of approximately $236.8 million accounting for approximately 23.9% of the Company’s total portfolio at June 30, 2014.

SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, SBICs must devote 25.0% of its investment activity to “smaller” enterprises as defined by the SBA. A smaller enterprise is one that has a tangible net worth not exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. Through its wholly-owned subsidiaries HT II and HT III, the Company plans to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments.

HT II and HT III are periodically examined and audited by the SBA’s staff to determine their compliance with SBA regulations. If HT II or HT III fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit HT II’s or HT III’s use of debentures, declare outstanding debentures immediately due and payable, and/or limit HT II or HT III from making new investments. In addition, HT II or HT III may also be limited in their ability to make distributions to the Company if they do not have sufficient capital in accordance with SBA regulations. Such actions by the SBA would, in turn, negatively affect the Company because HT II and HT III are the Company’s wholly owned subsidiaries. HT II and HT III were in compliance with the terms of the SBIC’s leverage as of June 30, 2014 as a result of having sufficient capital as defined under the SBA regulations.

The rates of borrowings under various draws from the SBA beginning in March 2009 are set semiannually in March and September and range from 2.25% to 4.62%. Interest payments on SBA debentures are payable semiannually. There are no principal payments required on these issues prior to maturity and no prepayment penalties. Debentures under the SBA generally mature ten years after being borrowed. Based on the initial draw down date of March 2009, the initial maturity of SBA debentures will occur in March 2019. In addition, the SBA charges a fee that is set annually, depending on the Federal fiscal year the leverage commitment was delegated by the SBA, regardless of the date that the leverage was drawn by the SBIC. The annual fees related to HT II debentures that pooled on September 22, 2010 were 0.406% and 0.285%, depending upon the year in which the underlying commitment was closed. The annual fees on other debentures have been set at 0.906%. The annual fees related to HT III debentures that pooled on March 27, 2013 were 0.804%. The annual fees on other debentures have been set at 0.515%. The average amount of debentures outstanding for the three-months ended June 30, 2014 for HT II was approximately $41.2 million with an average interest rate of approximately 4.25%. The average amount of debentures outstanding for the three-months ended June 30, 2014 for HT III was approximately $149.0 million with an average interest rate of approximately 3.4%.  The average amount of debentures outstanding for the six-months ended June 30, 2014 for HT II was approximately $52.4 million with an average interest rate of approximately 4.9%. The average amount of debentures outstanding for the six-months ended June 30, 2014 for HT III was approximately $149.0 million with an average interest rate of approximately 3.4%.  

As of June 30, 2014, the maximum statutory limit on the dollar amount of combined outstanding SBA guaranteed debentures is $225.0 million, subject to periodic adjustments by the SBA. In aggregate, at June 30, 2014, with the Company’s net investment of $112.5 million, HT II and HT III have the capacity to issue a total of $190.2 million of SBA-guaranteed debentures, subject to SBA approval. In March 2014, the Company repaid $34.8 million of SBA debentures under HT II, priced at approximately 6.38%, including annual fees. At June 30, 2014, the Company has issued $190.2 million in SBA-guaranteed debentures in the Company’s SBIC subsidiaries.

47


 

The Company reported the following SBA debentures outstanding as of June 30, 2014 (unaudited) and December 31, 2013:

 

(in thousands)

Issuance/Pooling Date

 

Maturity Date

 

Interest Rate (1)

 

 

June 30, 2014

 

 

December 31, 2013

 

SBA Debentures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 26, 2008

 

March 1, 2018

 

 

6.38%

 

 

$

 

 

$

34,800

 

March 25, 2009

 

March 1, 2019

 

 

5.53%

 

 

 

18,400

 

 

 

18,400

 

September 23, 2009

 

September 1, 2019

 

 

4.64%

 

 

 

3,400

 

 

 

3,400

 

September 22, 2010

 

September 1, 2020

 

 

3.62%

 

 

 

6,500

 

 

 

6,500

 

September 22, 2010

 

September 1, 2020

 

 

3.50%

 

 

 

22,900

 

 

 

22,900

 

March 29, 2011

 

March 1, 2021

 

 

4.37%

 

 

 

28,750

 

 

 

28,750

 

September 21, 2011

 

September 1, 2021

 

 

3.16%

 

 

 

25,000

 

 

 

25,000

 

March 21, 2012

 

March 1, 2022

 

 

3.28%

 

 

 

25,000

 

 

 

25,000

 

March 21, 2012

 

March 1, 2022

 

 

3.05%

 

 

 

11,250

 

 

 

11,250

 

September 19, 2012

 

September 1, 2022

 

 

3.05%

 

 

 

24,250

 

 

 

24,250

 

March 27, 2013

 

March 1, 2023

 

 

3.16%

 

 

 

24,750

 

 

 

24,750

 

Total SBA Debentures

 

 

 

 

 

 

 

$

190,200

 

 

$

225,000

 

 

 

(1)

Interest rate includes annual charge

2019 Notes

On March 6, 2012, the Company and U.S. Bank National Association (the “Trustee”) entered into an indenture (the “Base Indenture”). On April 17, 2012, the Company and the Trustee entered into the First Supplemental Indenture to the Base Indenture (the “First Supplemental Indenture”), dated April 17, 2012, relating to the Company’s issuance, offer and sale of $43.0 million aggregate principal amount of 7.00% senior notes due 2019 (the “April 2019 Notes”). The sale of the April 2019 Notes generated net proceeds, before expenses, of approximately $41.7 million.

On September 24, 2012, the Company and the Trustee, entered into the Second Supplemental Indenture to the Base Indenture (the “Second Supplemental Indenture”), dated as of September 24, 2012, relating to the Company’s issuance, offer and sale of $75.0 million aggregate principal amount of 7.00% senior notes due 2019 (the “September 2019 Notes” and, together with the April 2019 Notes, the “2019 Notes”). The sale of the September 2019 Notes generated net proceeds, before expenses, of approximately $72.75 million.

2019 Notes payable is comprised of:

 

 

As of

 

(in thousands)

June 30, 2014

 

 

December 31, 2013

 

April 2019 Notes

$

84,490

 

 

$

84,490

 

September 2019 Notes

 

85,874

 

 

 

85,874

 

Carrying Value of 2019 Notes

$

170,364

 

 

$

170,364

 

April 2019 Notes

The April 2019 Notes will mature on April 30, 2019 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after April 30, 2015, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. The April 2019 Notes bear interest at a rate of 7.00% per year payable quarterly on January 30, April 30, July 30 and October 30 of each year, commencing on July 30, 2012, and trade on the New York Stock Exchange under the trading symbol “HTGZ.”

The April 2019 Notes are the Company’s direct unsecured obligations and rank: (i) pari passu with the Company’s other outstanding and future senior unsecured indebtedness, including without limitation, the $75.0 million in aggregate principal amount of the Convertible Senior Notes; (ii) senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the April 2019 Notes; (iii) effectively subordinated to all the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grant security), to the extent of the value of the assets securing such indebtedness, including without limitation, borrowings under the Company’s Credit Facilities; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries, including without limitation, the

48


 

indebtedness of Hercules Technology II, L.P. and Hercules Technology III, L.P. and borrowings under the Company’s revolving senior secured credit facility with Wells Fargo Capital Finance, LLC.

The Base Indenture, as supplemented by the First Supplemental Indenture, contains certain covenants including covenants requiring the Company’s compliance with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act to comply with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act and to provide financial information to the holders of the April 2019 Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture, as supplemented by the First Supplemental Indenture. The Indenture provides for customary events of default and further provides that the Trustee or the holders of 25% in aggregate principal amount of the outstanding April 2019 Notes in a series may declare such April 2019 Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.

The April 2019 Notes were sold pursuant to an underwriting agreement dated April 11, 2012 among the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in the underwriting agreement.

In July 2012, the Company reopened the Company’s April 2019 Notes and issued an additional $41.5 million in aggregate principal amount of April 2019 Notes, which includes exercise of an over-allotment option, bringing the total amount of the April 2019 Notes issued to approximately $84.5 million in aggregate principal amount.

September 2019 Notes

The September 2019 Notes will mature on September 30, 2019 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after September 30, 2015, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. The September 2019 Notes bear interest at a rate of 7.00% per year payable quarterly on March 30, June 30, September 30 and December 30 of each year, commencing on December 30, 2012, and trade on the New York Stock Exchange under the trading symbol “HTGY.”

The September 2019 Notes are the Company’s direct unsecured obligations and rank: (i) pari passu with the Company’s other outstanding and future senior unsecured indebtedness, including without limitation, the $75.0 million in aggregate principal amount of the Convertible Senior Notes; (ii) senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the September 2019 Notes; (iii) effectively subordinated to all 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, including without limitation, borrowings under the Company’s credit facilities; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries, including without limitation, the indebtedness of Hercules Technology II, L.P. and Hercules Technology III, L.P. and borrowings under the Company’s revolving senior secured credit facility with Wells Fargo Capital Finance.

The Base Indenture, as supplemented by the Second Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18 (a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act to comply with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act and to provide financial information to the holders of the September 2019 Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture, as supplemented by the Second Supplemental Indenture. The Indenture provides for customary events of default and further provides that the Trustee or the holders of 25% in aggregate principal amount of the outstanding September 2019 Notes in a series may declare such September 2019 Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.

The September 2019 Notes were sold pursuant to an underwriting agreement dated September 19, 2012 among the Company and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in the underwriting agreement. In October 2012, the underwriters exercised their over-allotment option for an additional $10.9 million of the September 2019 Notes, bringing the total amount of the September 2019 Notes issued to approximately $85.9 million in aggregate principal amount.

49


 

For the three and six-months ended June 30, 2014 and 2013 (unaudited), the components of interest expense and related fees and cash paid for interest expense for the April 2019 Notes and September 2019 Notes are as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2014

 

 

2013

 

 

2014

 

 

2013

 

Stated interest expense

$

2,981

 

 

$

2,981

 

 

$

5,963

 

 

$

5,963

 

Amortization of debt issuance cost

 

242

 

 

 

242

 

 

 

482

 

 

 

482

 

Total interest expense and fees

$

3,223

 

 

$

3,223

 

 

$

6,445

 

 

$

6,445

 

Cash paid for interest expense and fees

$

2,981

 

 

$

2,965

 

 

$

5,963

 

 

$

5,963

 

As of June 30, 2014, the Company was in compliance with the terms of the indenture, and respective supplemental indenture, governing the April 2019 Notes and September 2019 Notes.

Asset-Backed Notes

On December 19, 2012, the Company completed a $230.7 million term debt securitization in connection with which an affiliate of the Company’s made an offer of $129.3 million in aggregate principal amount of fixed-rate asset-backed notes (the “Asset-Backed Notes”), which Asset-Backed Notes were rated A2(sf) by Moody’s Investors Service, Inc. The Asset-Backed Notes were issued by Hercules Capital Funding Trust 2012-1 pursuant to a note purchase agreement, dated as of December 12, 2012, by and among the Company, Hercules Capital Funding 2012-1 LLC, as Trust Depositor (the “Trust Depositor”), Hercules Capital Funding Trust 2012- 1, as Issuer (the “Issuer”), and Guggenheim Securities, LLC, as Initial Purchaser, and are backed by a pool of senior loans made to certain of the Company’s portfolio companies 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 3.32% per annum. The Asset-Backed Notes have a stated maturity of December 16, 2017.

As part of this transaction, the Company entered into a sale and contribution agreement with the Trust Depositor under which the Company has agreed to sell or have contributed to the Trust Depositor certain senior loans made to certain of the Company’s portfolio companies (the “Loans”). The Company has made customary representations, warranties and covenants in the sale and contribution agreement with respect to the Loans as of the date of their transfer to the Trust Depositor.

In connection with the issuance and sale of the Asset-Backed Notes, the Company has made customary representations, warranties and covenants in the note purchase agreement. The Asset-Backed Notes are secured obligations of the Issuer and are non-recourse to the Company. The Issuer also entered into an indenture governing the Asset-Backed Notes, which indenture includes customary representations, warranties and covenants. The Asset-Backed Notes were sold without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) who in each case, are “qualified purchasers” for purposes of Section 3(c)(7) under the 1940 Act. In addition, the Trust Depositor entered into an amended and restated trust agreement, which includes customary representation, warranties and covenants.

The Loans are serviced by the Company pursuant to a sale and servicing agreement, which contains customary representations, warranties and covenants. The Company performs certain servicing and administrative functions with respect to the Loans. The Company is entitled to receive a monthly fee from the Issuer for servicing the Loans. This servicing fee is equal to the product of one-twelfth (or in the case of the first payment date, a fraction equal to the number of days from and including December 5, 2012 through and including January 15, 2013 over 360) of 2.00% and the aggregate outstanding principal balance of the Loans, excluding all defaulted Loans and all purchased Loans, as of the first day of the related collection period (the period from the 5th day of the immediately preceding calendar month through the 4th day of the calendar month in which a payment date occurs, and for the first payment date, the period from and including December 5, 2012, to the close of business on January 4, 2013).

The Company also serves as administrator to the Issuer under an administration agreement, which includes customary representations, warranties and covenants.

At June 30, 2014 and December 31, 2013, the Asset Backed Notes had an outstanding principal balance of $46.5 million and $89.6 million, respectively.

50


 

Under the terms of the Asset Backed Notes, the Company is required to maintain a reserve cash balance, funded through interest and principal collections from the underlying securitized debt portfolio, 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 Cash. There was approximately $3.5 million and $6.3 million of Restricted Cash as of June 30, 2014 and December 31, 2013, respectively, funded through interest collections.

Convertible Senior Notes

In April 2011, the Company issued $75.0 million in aggregate principal amount of 6.00% convertible senior notes (the “Convertible Senior Notes”) due 2016. As of June 30, 2014, the carrying value of the Convertible Senior Notes, comprised of the aggregate principal amount outstanding less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes, is approximately $73.1 million.

The Convertible Senior Notes mature on April 15, 2016 (the “Maturity Date”), unless previously converted or repurchased in accordance with their terms. The Convertible Senior Notes bear interest at a rate of 6.00% per year payable semiannually in arrears on April 15 and October 15 of each year, commencing on October 15, 2011. The Convertible Senior Notes are the Company’s senior unsecured obligations and rank senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.

Prior to the close of business on the business day immediately preceding October 15, 2015, holders may convert their Convertible Senior Notes only under certain circumstances set forth in the Indenture. On or after October 15, 2015 until the close of business on the scheduled trading day immediately preceding the Maturity Date, holders may convert their Convertible Senior Notes at any time. Upon conversion, the Company will pay or deliver, as the case may be, at the Company’s election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. The conversion rate will initially be 84.0972 shares of common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial conversion price of approximately $11.89 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the Maturity Date, the conversion rate will be increased for converting holders. As of June 30, 2014, the conversion rate was 87.0586 shares of common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an adjusted conversion price of approximately $11.49 per share of common stock). See “Subsequent Events.”

The Company may not redeem the Convertible Senior Notes prior to maturity. No sinking fund is provided for the Convertible Senior Notes. In addition, if certain corporate events occur, holders of the Convertible Senior Notes may require the Company to repurchase for cash all or part of their Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.

The Convertible Senior Notes are accounted for in accordance with ASC 470-20 (previously FASB Staff Position No. APB 14- 1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”). In accounting for the Convertible Senior Notes, the Company estimated at the time of issuance that the values of the debt and the embedded conversion feature of the Convertible Senior Notes were approximately 92.8% and 7.2%, respectively. The original issue discount of 7.2% attributable to the conversion feature of the Convertible Senior Notes was recorded in “capital in excess of par value” in the consolidated statement of assets and liabilities. As a result, the Company recorded interest expense comprised of both stated interest expense as well as accretion of the original issue discount resulting in an estimated effective interest rate of approximately 8.1%.

As of June 30, 2014 (unaudited) and December 31, 2013, the components of the carrying value of the Convertible Senior Notes were as follows:

 

(in thousands)

As of June 30, 2014

 

 

As of December 31, 2013

 

Principal amount of debt

$

75,000

 

 

$

75,000

 

Original issue discount, net of accretion

 

(1,940

)

 

 

(2,481

)

Carrying value of Convertible Senior Notes

$

73,060

 

 

$

72,519

 

51


 

For the three and six-months ended June 30, 2014 and 2013 (unaudited), the components of interest expense, fees and cash paid for interest expense for the Convertible Senior Notes were as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2014

 

 

2013

 

 

2014

 

 

2013

 

Stated interest expense

$

1,125

 

 

$

1,125

 

 

$

2,250

 

 

$

2,250

 

Accretion of original issue discount

 

271

 

 

 

271

 

 

 

541

 

 

 

541

 

Amortization of debt issuance cost

 

144

 

 

 

144

 

 

 

289

 

 

 

289

 

Total interest expense

$

1,540

 

 

$

1,540

 

 

$

3,080

 

 

$

3,080

 

Cash paid for interest expense

$

2,250

 

 

$

2,250

 

 

$

2,250

 

 

$

2,250

 

 

The estimated effective interest rate of the debt component of the Convertible Senior Notes, equal to the stated interest of 6.0% plus the accretion of the original issue discount, was approximately 8.1% for the three and six-months ended June 30, 2014 and 2013. As of June 30, 2014, the Company is in compliance with the terms of the indentures governing the Convertible Senior Notes.

Wells Facility

In August 2008, the Company entered into a $50.0 million two-year revolving senior secured credit facility with Wells Fargo Capital Finance (the “Wells Facility”). On June 20, 2011, the Company renewed the Wells Facility. Under this three-year senior secured facility, Wells Fargo Capital Finance has made commitments of $75.0 million. The facility contains an accordion feature, in which the Company can increase the credit line up to an aggregate of $300.0 million, funded by additional lenders and with the agreement of Wells Fargo Capital Finance and subject to other customary conditions. The Company expects to continue discussions with various other potential lenders to join the new facility; however, there can be no assurances that additional lenders will join the Wells Facility.

On August 1, 2012, the Company entered into an amendment to the Wells Facility. The amendment reduces the interest rate floor by 75 basis points to 4.25% and extends the maturity date by one year to August 2015. Additionally, an amortization period of 12 months was added to pay down the principal balance as of the maturity date, and the unused line fee was reduced.

Borrowings under the Wells Facility will generally bear interest at a rate per annum equal to LIBOR plus 3.50%, with a floor of 4.25% and an advance rate of 50% against eligible debt investments. The Wells Facility is secured by debt investments in the borrowing base. The Wells Facility requires payment of a non-use fee on a scale of 0.0% to 0.50% of the average monthly outstanding balance. The monthly payment of a non-use fee thereafter shall depend on the average balance that was outstanding on a scale between 0.0% and 0.50%. For the three and six-month periods ended June 30, 2014 and 2013, this non-use fee was approximately $95,000 and $189,000, respectively. On June 20, 2011 the Company paid an additional $1.1 million in structuring fees in connection with the Wells Facility which is being amortized through the end of the term.

The Wells Facility includes various financial and operating covenants applicable to the Company and the Company’s subsidiaries, in addition to those applicable to Hercules Funding II, LLC. These covenants require the Company to maintain certain financial ratios and a minimum tangible net worth in an amount, when added to outstanding subordinated indebtedness, that is in excess of $362.0 million plus 90% of the cumulative amount of equity raised after June 30, 2012. In addition, the tangible net worth covenant will increase by 90 cents on the dollar for every dollar of equity capital that the Company subsequently raises. As of June 30, 2014, the minimum tangible net worth covenant has increased to $487.5 million as a result of the Company’s follow-on public offerings. The Wells Facility provides for customary events of default, including, but not limited to, payment defaults, breach of representations or covenants, bankruptcy events and change of control. The Company was in compliance with all covenants at June 30, 2014. At June 30, 2014 there were no borrowings outstanding on this facility.

Union Bank Facility

On February 10, 2010, the Company entered a $20.0 million one-year revolving senior secured credit facility with Union Bank (the “Union Bank Facility”). On November 2, 2011, the Company renewed and amended the Union Bank Facility and added a new lender under the Union Bank Facility. Union Bank and RBC Capital Markets (“RBC”) have made commitments of $30.0 million and $25.0 million, respectively. The Union Bank Facility contains an accordion feature, in which the Company can increase the credit line up to an aggregate of $150.0 million, funded by additional lenders and with the agreement of Union Bank and subject to other customary conditions. The Company expects to continue discussions with various other potential lenders to join the new facility; however, there can be no assurances that additional lenders will join the Union Bank Facility.

52


 

On March 30, 2012, the Company entered into an amendment to the Union Bank Facility which permitted the Company to issue additional senior notes relating to the offer and sale of the Company’s 2019 Notes. On September 17, 2012, the Company entered into an amendment to the Union Bank Facility. Pursuant to the terms of the amendment, the Company is permitted to increase the Company’s unsecured indebtedness by an aggregate original principal amount not to exceed $200.0 million incurred after March 30, 2012 in one or more issuances, provided certain conditions are satisfied for each issuance.

On December 17, 2012, the Company further amended the Union Bank Facility to remove RBC from the Union Bank Facility. Following the removal of RBC, the Union Bank Facility consists solely of Union Bank’s commitment of $30.0 million. In connection with the amendment, the maximum availability under the Union Bank Facility, subject to a borrowing base, was reduced from $55.0 million to $30.0 million. The Union Bank Facility contains an accordion feature, in which the Company could increase the credit line by up to $95.0 million in the aggregate, funded by commitments from additional lenders and with the agreement of Union Bank and subject to other customary conditions. There can be no assurances that additional lenders will join the Union Bank Facility.

Borrowings under the Union Bank Facility will generally bear interest at a rate per annum equal to LIBOR plus 2.25% with a floor of 4.0%. The Union Bank Facility requires the payment of a non-use fee of 0.50% annually. For the three and six-month periods ended June 30, 2014, this non-use fee was approximately $13,000 and $51,000, respectively. For the three and six-month periods ended June 30, 2013, this non-use fee was approximately $38,000 and $75,000, respectively. The Union Bank Facility is collateralized by debt investments in the Company’s portfolio companies, and includes an advance rate equal to 50.0% of eligible debt investments placed in the collateral pool. The Union Bank Facility generally requires payment of interest on a monthly basis. All outstanding principal is due upon maturity.

The Union Bank Facility requires various financial and operating covenants. These covenants require the Company to maintain certain financial ratios and a minimum tangible net worth in an amount, when added to outstanding subordinated indebtedness, that is in excess of $314.0 million plus 90% of the amount of net cash proceeds received from the sale of common stock after March 31, 2011. As of June 30, 2014, the minimum tangible net worth covenant has increased to $481.3 million as a result of follow-on public offerings. Union Bank Facility also provides for customary events of default, including, but not limited to, payment defaults, breach of representations or covenants, bankruptcy events and change of control. The Company was in compliance with all covenants at June 30, 2014.

At June 30, 2014 there were no borrowings outstanding on this facility. The Union Bank Facility will expire as of August 15, 2014. The Company continues to explore potential financing arrangements with Union Bank that may be implemented following the expiration of the Union Bank Facility. See “Subsequent Events”.

Citibank Credit Facility

The Company, through Hercules Funding Trust I, an affiliated statutory trust, had a securitized credit facility (the “Citibank Credit Facility”) with Citigroup Global Markets Realty Corp. which expired under normal terms. During the first quarter of 2009, the Company paid off all principal and interest owed under the Citibank Credit Facility. Citigroup has an equity participation right through a warrant participation agreement on the pool of debt investments and warrants collateralized under the Citibank Credit Facility. Pursuant to the warrant participation agreement, the Company granted to Citigroup a 10% participation in all warrants held as collateral. However, no additional warrants were included in collateral subsequent to the facility amendment on May 2, 2007. As a result, Citigroup is entitled to 10% of the realized gains on the warrants until the realized gains paid to Citigroup pursuant to the agreement equal $3,750,000 (the “Maximum Participation Limit”). The obligations under the warrant participation agreement continue even after the Citibank Credit Facility is terminated until the Maximum Participation Limit has been reached.

During the six-months ended June 30, 2014, the Company reduced the Company’s realized gain by approximately $78,000 for Citigroup’s participation in the gain on sale of equity securities which were obtained from exercising a portfolio company warrant which was included in the collateral pool. The Company recorded an increase on participation liability and a decrease on unrealized appreciation by a net amount of approximately $44,000 as a result of year to date appreciation of fair value on the pool of warrants collateralized under the warrant participation agreement. The value of their participation right on unrealized gains in the related equity investments was approximately $414,000 as of June 30, 2014 and is included in accrued liabilities. There can be no assurances that the unrealized appreciation of the warrants will not be higher or lower in future periods due to fluctuations in the value of the warrants, thereby increasing or reducing the effect on the cost of borrowing. Since inception of the agreement, the Company has paid Citigroup approximately $1.7 million under the warrant participation agreement thereby reducing the Company’s realized gains by this amount. The Company will continue to pay Citigroup under the warrant participation agreement until the Maximum Participation Limit is reached or the warrants expire. Warrants subject to the Citigroup participation agreement are set to expire between February 2016 and March 2017.

 

53


 

5. Income taxes

The Company has elected to be taxed as a RIC under Subchapter M of the Code and intends to continue to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to federal income tax on the portion of taxable income and gains distributed to stockholders.

To qualify as a RIC, the Company is required to meet certain income and asset diversification tests in addition to distributing at least 90% of its investment company taxable income, as defined by the Code. The amount to be paid out as a dividend is determined by the Board of Directors each quarter and is based upon the annual earnings estimated by the management of the Company. To the extent that the Company’s earnings fall below the amount of dividends declared, however, a portion of the total amount of the Company’s dividends for the fiscal year may be deemed a return of capital for tax purposes to the Company’s stockholders.

Taxable income includes the Company’s taxable interest, dividend and fee income, as well as taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized.

Taxable income includes non-cash income, such as changes in accrued and reinvested interest and dividends, which includes contractual payment-in-kind interest, and the amortization of discounts and fees. Cash collections of income resulting from contractual PIK interest arrangements or the amortization of discounts and fees generally occur upon the repayment of the loans or debt securities that include such items. Non-cash taxable income is reduced by non-cash expenses, such as realized losses and depreciation and amortization expense.

During the three-months ended June 30, 2014, the Company declared a distribution of $0.31 per share. The determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s fiscal year based upon its taxable income for the full year and distributions paid for the full year. As a result, a determination made on a quarterly basis may not be representative of the actual tax attributes of the Company’s distributions for a full year. If the Company had determined the tax attributes of our distributions year-to-date as of June 30, 2014, approximately 100% would be from ordinary income and spillover earnings from 2013. However there can be no certainty to shareholders that this determination is representative of what the tax attributes of its 2014 distributions to shareholders will actually be.

As a RIC, the Company will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless the Company distributes in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for each calendar year, (2) 98.2% of its capital gain net income for the 1-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year (the “Excise Tax Avoidance Requirements”). The Company will not be subject to excise taxes on amounts on which the Company is required to pay corporate income tax (such as retained net capital gains). Depending on the level of taxable income earned in a tax year, the Company may choose to carry over taxable income in excess of current year distributions from such taxable income into the next tax year and pay a 4% excise tax on such income, as required. The maximum amount of excess taxable income that may be carried over for distribution in the next year under the Code is the total amount of dividends paid in the following year, subject to certain declaration and payment guidelines. To the extent the Company chooses to carry over taxable income into the next tax year, dividends declared and paid by the Company in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income, the distribution of prior year taxable income carried over into and distributed in the current year, or returns of capital.

Taxable income for the six-month period ended June 30, 2014 was approximately $27.8 million or $0.45 per share. Taxable net realized gains for the same period were $9.1 million or approximately $0.15 per share. Taxable income for the six-month period ended June 30, 2013 was approximately $31.7 million or $0.55 per share. Taxable net realized gains for the same period were $5.2 million or approximately $0.09 per share.

The Company intends to distribute approximately $3.8 million of spillover earnings from the year ended December 31, 2013 to our shareholders in 2014.

 

6. Shareholders’ Equity

On August 16, 2013, the Company entered into an “At-The-Market” (“ATM”) equity distribution agreement with JMP Securities LLC (“JMP”). The equity distribution agreement provides that the Company may offer and sell up to 8.0 million shares of its common stock from time to time through JMP, as its sales agent. Sales of the Company’s common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the NYSE 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.

54


 

During the three months ended June 30, 2014, the Company sold 650,000 shares of common stock for total accumulated net proceeds of approximately $9.5 million, all of which is accretive to net asset value. The Company expects to use the net proceeds from the offering to make investments, to repurchase or pay liabilities and for general corporate purposes. As of June 30, 2014, approximately 7.35 million shares remained available for issuance and sale under the equity distribution agreement.

The Company has issued stock options for common stock subject to future issuance, of which 652,933 and 833,923 were outstanding at June 30, 2014 and December 31, 2013, respectively.

 

7. Equity Incentive Plan

The Company and its stockholders have authorized and adopted the 2004 Equity Incentive Plan (the “2004 Plan”) for purposes of attracting and retaining the services of its executive officers and key employees. Under the 2004 Plan, the Company is authorized to issue 7.0 million shares of common stock. On June 1, 2011, stockholders approved an amended and restated plan and provided an increase of 1.0 million shares, authorizing the Company to issue 8.0 million shares of common stock under the 2004 Plan.

The Company and its stockholders have authorized and adopted the 2006 Non-Employee Director Plan (the “2006 Plan” and, together with the 2004 Plan, the “Plans”) for purposes of attracting and retaining the services of its Board of Directors. Under the 2006 Plan, the Company is authorized to issue 1.0 million shares of common stock. The Company filed an exemptive relief request with the Securities and Exchange Commission (“SEC”) to allow options to be issued under the 2006 Plan which was approved on October 10, 2007.

On June 21, 2007, the stockholders approved amendments to the 2004 Plan and the 2006 Plan allowing for the grant of restricted stock. The amended Plans limit the combined maximum amount of restricted stock that may be issued under both Plans to 10% of the outstanding shares of the Company’s stock on the effective date of the Plans plus 10% of the number of shares of stock issued or delivered by the Company during the terms of the Plans. The amendments further specify that no one person shall be granted awards of restricted stock relating to more than 25% of the shares available for issuance under the 2004 Plan. Further, the amount of voting securities that would result from the exercise of all of the Company’s outstanding warrants, options and rights, together with any restricted stock issued pursuant to the Plans, at the time of issuance shall not exceed 25% of its outstanding voting securities, except that if the amount of voting securities that would result from such exercise of all of the Company’s outstanding warrants, options and rights issued to the Company’s directors, officers and employees, together with any restricted stock issued pursuant to the Plans, would exceed 15% of the Company’s outstanding voting securities, then the total amount of voting securities that would result from the exercise of all outstanding warrants, options and rights, together with any restricted stock issued pursuant to the Plans, at the time of issuance shall not exceed 20% of our outstanding voting securities.

The following table summarizes the common stock options activities for the six-month periods ended June 30, 2014 and 2013 (unaudited):

 

 

Six Months Ended June 30,

 

 

2014

 

 

2013

 

 

Common Stock
Options

 

 

Weighted Average
Exercise Price

 

 

Common Stock
Options

 

 

Weighted Average
Exercise Price

 

Outstanding at December 31,

 

833,923

 

 

$

12.53

 

 

 

2,574,749

 

 

$

12.00

 

Granted

 

 

 

$

 

 

 

60,000

 

 

$

12.74

 

Exercised

 

(103,374

)

 

$

11.53

 

 

 

(612,118

)

 

$

11.84

 

Forfeited

 

(77,616

)

 

$

14.33

 

 

 

(44,613

)

 

$

10.51

 

Expired

 

 

 

$

 

 

 

(65,000

)

 

$

13.30

 

Outstanding at June 30,

 

652,933

 

 

$

12.47

 

 

 

1,913,018

 

 

$

12.06

 

Shares Expected to Vest at June 30,

 

394,293

 

 

$

12.47

 

 

 

1,568,096

 

 

$

12.33

 

The following table summarizes common stock options outstanding and exercisable at June 30, 2014 (unaudited):

 

(Dollars in

thousands, except

exercise price)

 

Options outstanding

 

 

Options exercisable

 

Range of exercise prices

 

Number of
shares

 

 

Weighted average
remaining
contractual life

 

 

Aggregate
intrinsic
value

 

 

Weighted average

exercise price

 

 

Number
of shares

 

 

Weighted average

remaining
contractual life

 

 

Aggregate

intrinsic

value

 

 

Weighted average
exercise price

 

$4.21 - $9.25

 

 

50,195

 

 

 

2.73

 

 

$

504,337

 

 

$

6.11

 

 

 

41,775

 

 

 

2.38

 

 

$

446,155

 

 

$

5.48

 

$9.90 - $14.86

 

 

486,238

 

 

 

4.68

 

 

 

1,824,146

 

 

$

12.41

 

 

 

216,865

 

 

 

2.98

 

 

 

1,159,311

 

 

$

10.81

 

$15.44 - $16.13

 

 

116,500

 

 

 

6.34

 

 

 

82,500

 

 

$

15.45

 

 

 

 

 

 

 

 

 

 

 

$

 

$4.21 - $16.13

 

 

652,933

 

 

 

4.83

 

 

$

2,410,983

 

 

$

12.47

 

 

 

258,640

 

 

 

2.89

 

 

$

1,605,466

 

 

$

9.95

 

55


 

Options generally vest 33% one year after the date of grant and ratably over the succeeding 24 months.

All options may be exercised for a period ending seven years after the date of grant. At June 30, 2014, options for approximately 259,000 shares were exercisable at a weighted average exercise price of approximately $9.95 per share with weighted average of remaining contractual term of 2.89 years.

The Company determined that the fair value of options granted under the 2006 and 2004 Plans during the six-month period ended June 30, 2013 was approximately $66,000. No options were granted during the six-months ended June 30, 2014. During the six-months ended June 30, 2014 and 2013, approximately $215,000 and $180,000 of share-based cost due to stock option grants was expensed, respectively. As of June 30, 2014, there was approximately $726,000 of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.1 years.

The fair value of options granted is based upon a Black Scholes option pricing model using the assumptions in the following table for the six-months ended June 30, 2013. No options were granted during the six months ended June 30, 2014:

 

 

 

 

 

 

 

Six Months Ended
June 30, 2013

 

Expected Volatility

 

 

49.39%

 

Expected Dividends

 

 

10%

 

Expected term (in years)

 

 

4.5

 

Risk-free rate

 

0.55% - 0.97%

 

During the six-months ended June 30, 2014 and 2013 the Company granted approximately 981,550 shares and 606,001 shares, respectively, of restricted stock pursuant to the Plans. The Company determined that the fair value of restricted stock granted under the 2006 and 2004 Plans during the six-month periods ended June 30, 2014 and 2013 was approximately $13.5 million and $7.7 million, respectively. During the six-month periods ended June 30, 2014 and 2013, the Company expensed approximately $3.8 million and $2.6 million of compensation expense related to restricted stock, respectively. As of June 30, 2014, there was approximately $18.0 million of total unrecognized compensation costs related to restricted stock. These costs are expected to be recognized over a weighted average period of 2.0 years.

The following table summarizes the activities for our unvested restricted stock for the six-month periods ended June 30, 2014 and 2013 (unaudited):

 

 

Six Months Ended June 30,

 

 

2014

 

 

2013

 

 

Restricted
Stock Units

 

 

Weighted Average
Exercise Price

 

 

Restricted
Stock Units

 

 

Weighted Average
Exercise Price

 

Unvested at December 31,

 

1,035,897

 

 

$

11.94

 

 

 

899,789

 

 

$

10.73

 

Granted

 

981,550

 

 

$

13.79

 

 

 

606,001

 

 

$

12.72

 

Vested

 

(384,636

)

 

$

12.09

 

 

 

(283,362

)

 

$

10.49

 

Forfeited

 

(130,290

)

 

$

12.72

 

 

 

(7,255

)

 

$

10.89

 

Unvested at June 30,

 

1,502,521

 

 

$

13.04

 

 

 

1,215,173

 

 

$

11.77

 

The SEC, through an exemptive order granted on June 22, 2010, approved amendments to the Plans which allow participants to elect to have the Company withhold shares of the Company’s common stock to pay for the exercise price and applicable taxes with respect to an option exercise (“net issuance exercise”). The exemptive order also permits the holders of restricted stock to elect to have the Company withhold shares of Hercules stock to pay the applicable taxes due on restricted stock at the time of vesting. Each individual can make, and does not preclude the participant from electing to make, a cash payment at the time of option exercise or to pay taxes on restricted stock.

 

56


 

8. Earnings Per Share

Shares used in the computation of the Company’s basic and diluted earnings per share are as follows (unaudited):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands, except per share data)

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

13,191

 

 

$

20,879

 

 

$

35,376

 

 

$

37,568

 

Less: Dividends declared-common and restricted shares

 

 

(19,389

)

 

 

(16,633

)

 

 

(38,555

)

 

 

(30,014

)

Undistributed earnings

 

 

(6,198

)

 

 

4,246

 

 

 

(3,179

)

 

 

7,554

 

Undistributed earnings-common shares

 

 

(6,198

)

 

 

4,246

 

 

 

(3,179

)

 

 

7,554

 

Add: Dividend declared-common shares

 

 

18,901

 

 

 

16,292

 

 

 

37,829

 

 

 

29,343

 

Numerator for basic and diluted change in net assets per common share

 

 

12,703

 

 

 

20,539

 

 

 

34,650

 

 

 

36,897

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

61,089

 

 

 

60,339

 

 

 

60,980

 

 

 

57,029

 

Common shares issuable

 

 

1,499

 

 

 

806

 

 

 

1,662

 

 

 

773

 

Weighted average common shares outstanding assuming dilution

 

 

62,588

 

 

 

61,145

 

 

 

62,642

 

 

 

57,802

 

Change in net assets per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.21

 

 

$

0.34

 

 

$

0.57

 

 

$

0.65

 

Diluted

 

$

0.20

 

 

$

0.34

 

 

$

0.55

 

 

$

0.64

 

For the purpose of calculating diluted earnings per share for three and six-month periods ended June 30, 2014 and 2013, the dilutive effect of the Convertible Senior Notes under the treasury stock method is included in this calculation because the Company’s share price was greater than the conversion price in effect ($11.49 as of June 30, 2014 and $11.74 as of June 30, 2013, respectively) for the Convertible Senior Notes for such period.

The calculation of change in net assets resulting from operations per common share—assuming dilution, excludes all anti- dilutive shares. For the three-month periods ended June 30, 2014 and 2013, the number of anti-dilutive shares, as calculated based on the weighted average closing price of the Company’s common stock for the periods, was approximately 717,424 and 2,162,043, respectively. For the six-month periods ended June 30, 2014 and 2013, the number of anti-dilutive shares, as calculated based on the weighted average closing price of the Company’s common stock for the periods, was approximately 757,235 and 2,352,585 shares, respectively.

At June 30, 2014, the Company was authorized to issue 100,000,000 shares of common stock with a par value of $0.001. Each share of common stock entitles the holder to one vote.

 

57


 

9. Financial Highlights

Following is a schedule of financial highlights for the six-months ended June 30, 2014 and 2013:

 

 

Six Months Ended June 30,

 

 

2014

 

 

2013

 

Per share data(1):

 

 

 

 

 

 

 

Net asset value at beginning of period

$

10.51

 

 

$

9.75

 

Net investment income

 

0.60

 

 

 

0.57

 

Net realized gain on investments

 

0.12

 

 

 

0.07

 

Net unrealized appreciation (depreciation) on investments

 

(0.14

)

 

 

0.01

 

Total from investment operations

 

0.58

 

 

 

0.65

 

Net increase (decrease) in net assets from capital share transactions

 

(0.11

)

 

 

0.17

 

Distributions of net investment income

 

(0.63

)

 

 

(0.53

)

Stock-based compensation expense included in investment income(2)

 

0.07

 

 

 

0.05

 

Net asset value at end of period

$

10.42

 

 

$

10.09

 

 

 

 

 

 

 

 

 

Ratios and supplemental data:

 

 

 

 

 

 

 

Per share market value at end of period

$

16.16

 

 

$

13.94

 

Total return(3)

 

2.69

%

 

 

32.92

%

Shares outstanding at end of period

 

63,251

 

 

 

61,637

 

Weighted average number of common shares outstanding

 

60,980

 

 

 

57,029

 

Net assets at end of period

$

658,909

 

 

$

621,840

 

Ratio of operating expense to average net assets(4)

 

10.10

%

 

 

11.52

%

Ratio of net investment income before investment gains and losses to average net assets(4)

 

11.31

%

 

 

11.45

%

Average debt outstanding

$

510,390

 

 

$

589,246

 

Weighted average debt per common share

$

8.37

 

 

$

10.33

 

 

 

(1)

All per share data is calculated based on the weighted average shares outstanding for the relevant period.

(2)

Stock option expense is a non-cash expense that has no effect on net asset value. Pursuant to ASC 718, net investment income includes the expense associated with the granting of stock options which is offset by a corresponding increase in paid-in capital.

(3)

The total return for the six-month periods ended June 30, 2014 and 2013 equals the change in the ending market value over the beginning of the period price per share plus dividends paid per share during the period, divided by the beginning price assuming the dividend is reinvested on the date of the distribution. As such, the total return is not annualized.

(4)

All ratios are calculated based on weighted average net assets for the relevant period and are annualized.

 

 

10. Commitments and Contingencies

The Company’s commitments and contingencies consist primarily of unused commitments to extend credit in the form of loans to the Company’s portfolio companies. The balance of unfunded contractual commitments to extend credit at June 30, 2014 totaled approximately $229.3 million. Approximately $134.0 million of these unfunded contractual commitments as of June 30, 2014 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Since a portion of these commitments may expire without being drawn, unfunded contractual commitments do not necessarily represent future cash requirements. In addition, the Company had approximately $169.0 million of non-binding term sheets outstanding at June 30, 2014. Non-binding outstanding term sheets are subject to completion of the Company’s due diligence and final investment committee approval process, as well as the negotiation of definitive documentation with the prospective portfolio companies. These non-binding term sheets generally convert to contractual commitments in approximately 90 days from signing.  Not all non-binding term sheets are expected to close and do not necessarily represent the Company’s future cash requirements.

Certain premises are leased under agreements which expire at various dates through March 2020. Total rent expense amounted to approximately $396,000 and $783,000 during the three and six-month periods ended June 30, 2014. There was approximately $276,000 and $605,000 recorded in the same periods ended June 30, 2013, respectively. Future commitments under the credit facility and operating leases were as follows at June 30, 2014:

 

 

 

Payments due by period (in thousands)

 

Contractual Obligations(1)(2)

 

Total

 

 

Less than 1 year

 

 

1 - 3 years

 

 

3 - 5 years

 

 

After 5 years

 

Borrowings (3) (4)

 

$

480,171

 

 

$

 

 

$

46,547

 

 

$

73,060

 

 

$

360,564

 

Operating Lease Obligations (5)

 

 

6,955

 

 

 

1,525

 

 

 

3,006

 

 

 

1,563

 

 

 

861

 

Total

 

$

487,126

 

 

$

1,525

 

 

$

49,553

 

 

$

74,623

 

 

$

361,425

 

 

 

(1)

Excludes commitments to extend credit to our portfolio companies.

(2)

The Company also has a warrant participation agreement with Citigroup. See Note 4 to the Company’s consolidated financial statements.

(3)

Includes $190.2 million in borrowings under the SBA debentures, $170.4 million of the 2019 Notes, $46.5 million in aggregate principal amount of the Asset-Backed Notes and $73.1 million of the Convertible Senior Notes.

58


 

(4)

Except for the Convertible Senior Notes, all carrying values are the same as the principal amount outstanding. The aggregate principal amount outstanding of the Convertible Senior Notes is $75.0 million less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes. The total unaccreted discount for the Convertible Senior Notes was $1.9 million at June 30, 2014.

(5)

Long-term facility leases.

The Company may, from time to time, be involved in litigation arising out of its operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on the Company in connection with the activities of its portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, the Company does not expect any current matters will materially affect the Company’s financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on the Company’s financial condition or results of operations in any future reporting period.

 

11. Recent Accounting Pronouncements

In June 2013, the FASB issued ASU 2013-08, “Financial Services - Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. Under ASU 2013-08, an entity already regulated under the 1940 Act is automatically an investment company under the new GAAP definition, so the Company has concluded that there is no impact from adopting this standard on the Company’s statement of assets and liabilities or results of operations. The Company has adopted this standard for its fiscal year ending December 31, 2014.

 

12. Subsequent Events

Dividend Declaration

On July 28, 2014 the Board of Directors declared a cash dividend of $0.31 per share to be paid on August 25, 2014 to shareholders of record as of August 18, 2014. This dividend represents the Company’s thirty-sixth consecutive dividend declaration since the Company’s initial public offering, bringing the total cumulative dividend declared to date to $9.68 per share.

Appointment of Chief Operating Officer

Effective July 8, 2014, the Company’s Board of Directors appointed Harry A. Feuerstein as the Company’s Chief Operating Officer. Mr. Feuerstein, age 52, joined the Company in July 2014. Mr. Feuerstein previously served as president and as a board member of Merryck & Co., Americas, and also served as an Operating Executive of Morgan Joseph Tri Artisan and as a Managing Director of W2 GreenTech. Prior to such roles, Mr. Feuerstein held several executive-level positions at Siemens USA, including as CEO of Siemens Government Inc., with experience in energy, technology and healthcare matters. Mr. Feuerstein is also the former CEO of a subsidiary of Trizechahn Corporation and was a partner at National Capital Companies and its related broker dealer. Mr. Feuerstein received his BA from Washington and Lee University, and he received an MBA from Hofstra University.

Appointment of Director

On July 8, 2014, our Board of Directors elected Mr. Thomas Fallon as a director of the Company. In connection with his election, the Board of Directors increased the size of the Board of Directors to four directors. There are no arrangements or understandings between Mr. Fallon and any other persons pursuant to which Mr. Fallon was elected as a director of the Company. Mr. Fallon will be entitled to applicable retainer and meeting fees and an option award pursuant to the Company’s director compensation arrangements, under terms consistent with those previously disclosed by the Company. Mr. Fallon also will be entitled to enter into an indemnification agreement with the Company.

Mr. Fallon joined the Company as a Director in 2014 and will hold office for a term expiring in 2015. Mr. Fallon has served as Chief Executive Officer of Infinera Corporation since June 2013 and as a member of Infinera’s board of directors since July 2009. From January 2010 to June 2013, Mr. Fallon served as Infinera’s President and Chief Executive Officer, and Mr. Fallon served as Infinera’s Chief Operating Officer from October 2006 to December 2009, and as its Vice President of Engineering and Operations from April 2004 to September 2006. From August 2003 to March 2004, Mr. Fallon was Vice President, Corporate Quality and Development Operations of Cisco Systems, Inc., a networking and telecommunications company. From May 2001 to August 2003, Mr. Fallon served as General Manager of Cisco Systems’ Optical Transport Business Unit. Mr. Fallon holds a B.S.M.E. and M.B.A. from the University of Texas at Austin, and is currently a member of the Engineering Advisory Board of the University of Texas at Austin.

Liquidity and Capital Resources

59


 

6.25% Notes Due 2024

On July 14, 2014, the Company and U.S. Bank, N.A. (the “Trustee”), entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture (the “Indenture”) between the Company and the Trustee, dated July 14, 2014, relating to the Company’s issuance, offer and sale of $100.0 million aggregate principal amount of 6.25% senior notes due 2024 (the “2024 Notes”). The sale of the 2024 Notes generated net proceeds of approximately $97.0 million.

The 2024 Notes will mature on July 30, 2024 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 July 30, 2017, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. The 2024 Notes bear interest at a rate of 6.25% per year payable quarterly on January 30, April 30, July 30 and October 30 of each year, commencing on July 30, 2014.

The 2024 Notes will be the Company’s direct unsecured obligations and will rank: (i) pari passu with the Company’s other outstanding and future senior unsecured indebtedness, including without limitation, the $73.1 million 6.00% Convertible Senior Notes due 2016 (the “Convertible Senior Notes”); the approximately $84.5 million 7.00% Senior Notes due April 30, 2019 (the “April 2019 Notes”); the approximately $85.9 million 7.00% Senior Notes due September 30, 2019 (the “September 2019 Notes” and together with the April 2019 Notes, the “2019 Notes”) and the approximately $46.5 million fixed-rate asset-backed notes (the “Asset-Backed Notes”); (ii) senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the 2024 Notes; (iii) effectively subordinated to all 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, including without limitation, borrowings under the Company’s credit facilities; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries, including without limitation, the indebtedness of HT II and HT III and any borrowings under the Company’s revolving senior secured credit facility with Wells Fargo Capital Finance.

The Indenture, as supplemented by the Third Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act and to comply with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act. These covenants are subject to important limitations and exceptions that are described in the Indenture, as supplemented by the Third Supplemental Indenture. The Indenture, as supplemented by the Third Supplemental Indenture, also contains certain reporting requirements, including a requirement that the Company provide financial information to the holders of the 2024 Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. The Indenture provides for customary events of default and further provides that the Trustee or the holders of 25% in aggregate principal amount of the outstanding 2024 Notes in a series may declare such 2024 Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.

The 2024 Notes were sold pursuant to an underwriting agreement dated July 14, 2014 among the Company and Keefe, Bruyette & Woods, Inc., Jefferies LLC and RBC Capital Markets, LLC acting as representatives of the several underwriters named in the underwriting agreement. The Company granted the underwriters an option to purchase up to an additional $4.6 million in total aggregate principal amount of the 2024 Notes to cover over-allotments, if any.

The Company expects to use the net proceeds from this offering to fund investments in debt and equity securities in accordance with the Company’s investment objective and for other general corporate purposes. The Company may also use the net proceeds from this offering to fund the conversion of any of the Company’s Convertible Senior Notes which holders may elect to convert. The transaction closed on July 14, 2014. On August 6, 2014, the underwriters issued notification to exercise their over-allotment option for an additional $3.0 million in aggregate principal amount of the 2024 Notes.

Convertible Senior Notes

In April 2011, the Company issued $75.0 million in aggregate principal amount of 6.00% convertible senior notes, or the Convertible Senior Notes, due 2016. As of June 30, 2014, the carrying value of the Convertible Senior Notes, comprised of the aggregate principal amount outstanding less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes, is approximately $73.1 million.

The Convertible Senior Notes are convertible into shares of the Company’s common stock beginning October 15, 2015, or, under certain circumstances, earlier. Upon conversion of the Convertible Notes, the Company has the choice to pay or deliver, as the case may be, at the Company’s election, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. The current conversion price of the Convertible Senior Notes is approximately $11.49 per share of common stock, in each case subject to adjustment in certain circumstances. Upon meeting the stock trading price conversion

60


 

requirement during the three months ended June 30, 2014, the Convertible Senior Notes became convertible on July 1, 2014 and continue to be convertible through September 30, 2014.

On July 14, 2014 and July 15, 2014, approximately $33.9 million of the Convertible Senior Notes converted, and on August 5, 2014 and August 6, 2014 these Convertible Senior Notes were settled with a combination of cash equal to the outstanding principal amount of the converted notes and approximately 921,000 shares of the Company’s common stock. An additional approximately $8,000 of the Convertible Senior Notes converted on August 6, 2014 and will be settled in August 2014.

Amendment to Union Bank Facility

On July 8, 2014 the Company entered into an amendment to the Union Bank Facility which permitted the Company to issue additional senior notes relating to the Company’s offer and sale of $100.0 million aggregate principal amount of 6.25% senior notes due 2024 (the “2024 Notes”). Pursuant to the terms of the amendment, the Company is permitted to increase its unsecured indebtedness by an aggregate original principle amount not to exceed $275.0 million incurred after March 30, 2012 in one or more instances, provided certain conditions are satisfied for each issuance.

Portfolio Company Developments

As of June 30, 2014, the Company held warrants or equity positions in five companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential initial public offerings, including Box, Inc., Dance Biopharm, Inc., Good Technology, Inc., Zosano, Inc., and one company which filed confidentially under the JOBS Act. In addition, subsequent to June 30, 2014 the following portfolio companies announced M&A transactions:

1.

In July 2014, Hercules portfolio company Transcept Pharmaceuticals, Inc. (Nasdaq: TSPT) and Hercules portfolio company Paratek Pharmaceuticals, Inc. entered into a definitive merger agreement under which the stockholders of Paratek will become the majority owners of Transcept and the operations of Transcept and Paratek will be combined.

2.

In August 2014, one Hercules portfolio company was acquired.  This liquidity event represents a net gain of approximately $1.6 million, an internal rate of return of approximately 18.5 percent (excluding proceeds in escrow), and a gross multiple of approximately 3.0x on Hercules total investment in this portfolio company.

 

 

 

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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The matters discussed in this report, as well as in future oral and written statements by management of Hercules Technology Growth Capital, Inc., that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward- looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Important assumptions include our ability to originate new investments, achieve certain margins and levels of profitability, the availability of additional capital, and the ability to maintain certain debt to asset ratios. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this report include statements as to:

·

our future operating results;

·

our business prospects and the prospects of our prospective portfolio companies;

·

the impact of investments that we expect to make;

·

our informal relationships with third parties including in the venture capital industry;

·

the expected market for venture capital investments and our addressable market;

·

the dependence of our future success on the general economy and its impact on the industries in which we invest;

·

our ability to access debt markets and equity markets;

·

the ability of our portfolio companies to achieve their objectives;

·

our expected financings and investments;

·

our regulatory structure and tax status;

·

our ability to operate as a BDC, a SBIC and a RIC;

·

the adequacy of our cash resources and working capital;

·

the timing of cash flows, if any, from the operations of our portfolio companies;

·

the timing, form and amount of any dividend distributions;

·

the impact of fluctuations in interest rates on our business;

·

the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and

·

our ability to recover unrealized losses.

The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this report. In addition to historical information, the following discussion and other parts of this report contain forward-looking information that involve risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under Item 1A—“Risk Factors” of Part II of this quarterly report on Form 10-Q, Item 1A—“Risk Factors” of our annual report on Form 10-K filed with the SEC on February 27, 2014 and under “Forward-Looking Statements” of this Item 2.

Overview

We are a specialty finance company focused on providing senior secured loans to venture capital-backed companies in technology-related markets, including technology, biotechnology, life science, and energy and renewables technology industries at all stages of development. We source our investments through our principal office located in Palo Alto, CA, as well as through our additional offices in Boston, MA, New York, NY and McLean, VA.

62


 

Our goal is to be the leading structured debt financing provider of choice for venture capital-backed companies in technology- related markets requiring sophisticated and customized financing solutions. Our strategy is to evaluate and invest in a broad range of technology-related markets including technology, biotechnology, life science, and energy and renewables technology industries and to offer a full suite of growth capital products. We invest primarily in structured debt with warrants and, to a lesser extent, in senior debt and equity investments. We invest primarily in private companies but also have investments in public companies.

We use the term “structured debt with warrants” to refer to any debt investment, such as a senior or subordinated secured loan, that is coupled with an equity component, including warrants, options or rights to purchase common or preferred stock. Our structured debt with warrants investments typically are secured by some or all of the assets of the portfolio company.

Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our equity-related investments. Our primary business objectives are to increase our net income, net operating income and net asset value by investing in structured debt with warrants and equity of venture capital-backed companies in technology-related markets with attractive current yields and the potential for equity appreciation and realized gains. Our equity ownership in our portfolio companies may represent a controlling interest. In some cases, we receive the right to make additional equity investments in our portfolio companies in connection with future equity financing rounds. Capital that we provide directly to venture capital-backed companies in technology-related markets is generally used for growth and general working capital purposes as well as in select cases for acquisitions or recapitalizations.

We and our affiliates have filed an exemptive application with the SEC to permit greater flexibility to negotiate the terms of potential co-investments with us and our affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. This exemptive application is still pending, and there can be no assurance that we will receive exemptive relief from the SEC to permit us to co-invest with our affiliates. Under the terms of such relief permitting us to co-invest with our affiliates, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors must make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies.

We also make investments in qualifying small businesses through our two wholly-owned SBICs. Our SBIC subsidiaries, HT II and HT III, hold approximately $143.2 million and $296.1 million in assets, respectively, and accounted for approximately 9.5% and 19.7% of our total assets, respectively, prior to consolidation at June 30, 2014. As of June 30, 2014, the maximum statutory limit on the dollar amount of combined outstanding SBA guaranteed debentures is $225.0 million, subject to periodic adjustments by the SBA. In aggregate, at June 30, 2014, with our net investment of $112.5 million, HT II and HT III have the capacity to issue a total of $190.2 million of SBA-guaranteed debentures, subject to SBA approval. In March 2014, we repaid $34.8 million of SBA debentures under HT II, priced at approximately 6.38%, including annual fees. At June 30, 2014, we have issued $190.2 million in SBA-guaranteed debentures in our SBIC subsidiaries.

We have qualified as and have elected to be treated for tax purposes as a RIC under the Code. Pursuant to this election, we generally will not have to pay corporate-level taxes on any income that we distribute to our stockholders. However, our qualification and election to be treated as a RIC requires that we comply with provisions contained in the Code. For example, as a RIC we must receive 90% or more of our income from qualified earnings, typically referred to as “good income,” as well as satisfy asset diversification and income distribution requirements.

We are an internally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company under the 1940 Act. As a business development company, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” which includes securities of private U.S. companies, cash, cash equivalents and high-quality debt investments that mature in one year or less.

Our portfolio is comprised of, and we anticipate that our portfolio will continue to be comprised of, investments primarily in technology-related companies at various stages of their development. Consistent with requirements under the 1940 Act, we invest primarily in United-States based companies and to a lesser extent in foreign companies.

We regularly engage in discussions with third parties with respect to various potential transactions. We may acquire an investment or a portfolio of investments or an entire company or sell a portion of our portfolio on an opportunistic basis. We, our subsidiaries or our affiliates may also agree to manage certain other funds that invest in debt, equity or provide other financing or services to companies in a variety of industries for which we may earn management or other fees for our services. We may also invest in the equity of these funds, along with other third parties, from which we would seek to earn a return and/or future incentive allocations. Some of these transactions could be material to our business. Consummation of any such transaction will be subject to completion of due diligence, finalization of key business and financial terms (including price) and negotiation of final definitive

63


 

documentation as well as a number of other factors and conditions including, without limitation, the approval of our board of directors and required regulatory or third party consents and, in certain cases, the approval of our stockholders. Accordingly, there can be no assurance that any such transaction would be consummated. Any of these transactions or funds may require significant management resources either during the transaction phase or on an ongoing basis depending on the terms of the transaction.

Portfolio and Investment Activity

The total fair value of our investment portfolio was $991.3 million at June 30, 2014, as compared to $910.3 million at December 31, 2013.

The fair value of our debt investment portfolio at June 30, 2014 was approximately $898.0 million, compared to a fair value of approximately $822.0 million at December 31, 2013. The fair value of the equity portfolio at June 30, 2014 was approximately $70.3 million, compared to a fair value of approximately $52.7 million at December 31, 2013. The fair value of the warrant portfolio at June 30, 2014 was approximately $23.0 million, compared to a fair value of approximately $35.6 million at December 31, 2013.

Portfolio Activity

Our investments in portfolio companies take a variety of forms, including unfunded contractual commitments and funded investments. From time to time, unfunded contractual commitments depend upon a portfolio company reaching certain milestones before the debt commitment is available to the portfolio company, which is expected to affect our funding levels. These commitments will be subject to the same underwriting and ongoing portfolio maintenance as the on-balance sheet financial instruments that we hold. Debt commitments generally fund over the two succeeding quarters from close. Not all debt commitments represent our future cash requirements. Similarly, unfunded contractual commitments may expire without being drawn and do not represent our future cash requirements.

Prior to entering into a contractual commitment, we generally issue a non-binding term sheet to a prospective portfolio company. Non-binding term sheets are subject to completion of our due diligence and final investment committee approval process, as well as the negotiation of definitive documentation with the prospective portfolio companies. These non-binding term sheets generally convert to contractual commitments in approximately 90 days from signing.  Not all non-binding term sheets are expected to close and do not necessarily represent future cash requirements.

Our portfolio activity for the six months ended June 30, 2014 (unaudited) and the year ended December 31, 2013 was comprised of the following:

 

(in millions)

 

June 30, 2014

 

 

December 31, 2013

 

Debt Commitments (1)

 

 

 

 

 

 

 

 

New portfolio company

 

$

326.8

 

 

$

535.0

 

Existing portfolio company

 

 

65.9

 

 

 

165.1

 

Total

 

$

392.7

 

 

$

700.1

 

Funded Debt Investments

 

 

 

 

 

 

 

 

New portfolio company

 

$

200.9

 

 

$

373.1

 

Existing portfolio company

 

 

82.3

 

 

 

118.0

 

Total

 

$

283.2

 

 

$

491.1

 

Funded Equity Investments

 

 

 

 

 

 

 

 

Existing portfolio company

 

 

1.6

 

 

 

3.9

 

Total

 

$

1.6

 

 

$

3.9

 

Unfunded Contractual Commitments (2)

 

 

 

 

 

 

 

 

Total

 

$

229.3

 

 

$

151.0

 

Non-Binding Term Sheets

 

 

 

 

 

 

 

 

New portfolio company

 

$

169.0

 

 

$

28.0

 

Existing portfolio company

 

 

 

 

 

10.0

 

Total

 

$

169.0

 

 

$

38.0

 

 

 

(1)

Includes restructured loans and renewals in addition to new commitments.

(2)

The amount for June 30, 2014 includes unfunded contractual commitments in 33 new and existing portfolio companies. Approximately $134.0 million of these unfunded contractual commitments as of June 30, 2014 are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available.

We receive payments in our debt investment portfolio based on scheduled amortization of the outstanding balances. In addition, we receive principal repayments for some of our loans prior to their scheduled maturity date. The frequency or volume of these early

64


 

principal repayments may fluctuate significantly from period to period. During the six months ended June 30, 2014, we received approximately $200.7 million in aggregate principal repayments. Of the approximately $200.7 million of aggregate principal repayments, approximately $73.3 million were scheduled principal payments, and approximately $127.4 million were early principal repayments related to 17 portfolio companies, of which approximately $24.0 million were early repayments due to current quarter M&A transactions and initial public offerings related to four portfolio companies.

Total portfolio investment activity (inclusive of unearned income) for the six months ended June 30, 2014 (unaudited) and for the year ended December 31, 2013 was as follows:

 

(in millions)

 

June 30, 2014

 

 

December 31, 2013

 

Beginning Portfolio

 

$

910.3

 

 

$

906.3

 

New fundings

 

 

258.0

 

 

 

473.6

 

Restructure fundings

 

 

26.9

 

 

 

23.6

 

Warrants or OID not related to current period fundings

 

 

(0.4

)

 

 

3.5

 

Principal payments received on investments

 

 

(73.3

)

 

 

(176.2

)

Early payoffs

 

 

(127.4

)

 

 

(300.6

)

Restructure payoffs

 

 

 

 

 

(9.8

)

Accretion of loan discounts and paid-in-kind principal

 

 

13.0

 

 

 

31.9

 

Acceleration of loan discounts and loan fees due to early payoff or restructure

 

 

(2.1

)

 

 

(0.7

)

New loan fees

 

 

(4.5

)

 

 

(14.3

)

Warrants converted to equity

 

 

2.0

 

 

 

0.2

 

Proceeds from sale of investments

 

 

(2.4

)

 

 

(22.5

)

Net realized (loss) on investments

 

 

(0.6

)

 

 

(16.7

)

Net change in unrealized appreciation (depreciation)

 

 

(8.2

)

 

 

12.0

 

Ending Portfolio

 

$

991.3

 

 

$

910.3

 

The following table shows the fair value of our portfolio of investments by asset class as of June 30, 2014 (unaudited) and December 31, 2013.

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Investments at Fair

Value

 

 

Percentage of Total

Portfolio

 

 

Investments at Fair

Value

 

 

Percentage of Total

Portfolio

 

Senior secured debt with warrants

$

608,243

 

 

 

61.4

%

 

$

634,820

 

 

 

69.7

%

Senior secured debt

 

312,823

 

 

 

31.6

%

 

 

222,805

 

 

 

24.5

%

Preferred stock

 

47,059

 

 

 

4.7

%

 

 

35,554

 

 

 

3.9

%

Common Stock

 

23,220

 

 

 

2.3

%

 

 

17,116

 

 

 

1.9

%

 

$

991,345

 

 

 

100.0

%

 

$

910,295

 

 

 

100.0

%

The increase in senior secured debt is consistent with the overall increase in the investment portfolio at June 30, 2014 from December 31, 2013. The decrease in senior secured debt with warrants is primarily due to exercises of our outstanding warrants to equity in four portfolio companies, with a cumulative fair value of approximately $65.1 million, during the six months ended June 30, 2014. As a result, the existing debt investments that were included in senior secured debt with warrants at December 31, 2013 are included in senior secured debt at June 30, 2014.

A summary of our investment portfolio at value by geographic location is as follows:

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Investments at Fair

Value

 

 

Percentage of Total

Portfolio

 

 

Investments at Fair

Value

 

 

Percentage of Total

Portfolio

 

United States

$

932,750

 

 

 

94.1

%

 

$

864,003

 

 

 

94.9

%

Canada

 

28,383

 

 

 

2.9

%

 

 

25,798

 

 

 

2.8

%

Israel

 

10,237

 

 

 

1.0

%

 

 

9,863

 

 

 

1.1

%

Netherlands

 

19,975

 

 

 

2.0

%

 

 

10,131

 

 

 

1.1

%

England

 

-

 

 

 

0.0

%

 

 

500

 

 

 

0.1

%

 

$

991,345

 

 

 

100.0

%

 

$

910,295

 

 

 

100.0

%

65


 

As of June 30, 2014, we held warrants or equity positions in five companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential initial public offerings, including Box, Inc., Dance Biopharm, Inc., Good Technology, Inc., Zosano, Inc., and one company which filed confidentially under the JOBS Act. There can be no assurance that these companies will complete their initial public offerings in a timely manner or at all.

Changes in Portfolio

We generate revenue in the form of interest income, primarily from our investments in debt securities, and commitment and facility fees. Fees generated in connection with our debt investments are recognized over the life of the loan or, in some cases, recognized as earned. In addition, we generate revenue in the form of capital gains, if any, on warrants or other equity-related securities that we acquire from our portfolio companies. Our investments generally range from $1.0 million to $40.0 million. As of June 30, 2014, our debt investments have a term of between two and seven years and typically bear interest at a rate ranging from the prevailing U.S. prime rate, or Prime or the London Interbank Offered Rate, or LIBOR, to approximately 15%. In addition to the cash yields received on our debt investments, in some instances, our debt investments may also include any of the following: end-of- term payments, exit fees, balloon payment fees, commitment fees, success fees, PIK provisions or prepayment fees which may be required to be included in income prior to receipt.

Loan origination and commitment fees received in full at the inception of a loan are deferred and amortized into fee income as an enhancement to the related loan’s yield over the contractual life of the loan. We recognize nonrecurring fees amortized over the remaining term of the loan commencing in the quarter relating to specific loan modifications. Loan exit fees to be paid at the termination of the loan are accreted into interest income over the contractual life of the loan. We had approximately $3.0 million and $4.0 million of unamortized fees at June 30, 2014 and December 31, 2013, respectively, and approximately $18.6 million and $14.4 million in exit fees receivable at June 30, 2014 and December 31, 2013, respectively.

We have debt investments in our portfolio that contain a PIK provision. The PIK interest, computed at the contractual rate specified in each loan agreement, is added to the principal balance of the loan and recorded as interest income. To maintain our status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends even though we have not yet collected the cash. Amounts necessary to pay these dividends may come from available cash or the liquidation of certain investments. We recorded approximately $872,000 and $983,000 in PIK income in the three months ended June 30, 2014 and 2013, respectively. We recorded approximately $1.7 million and $1.8 million in PIK income in the six months ended June 30, 2014 and 2013, respectively.

In the majority of cases, we collateralize our investments by obtaining a first priority security interest in a portfolio company’s assets, which may include its intellectual property. In other cases, we obtain a negative pledge covering a company’s intellectual property. At June 30, 2014, approximately 62.4% of our portfolio company debt investments were secured by a first priority security in all of the assets of the portfolio company, including their intellectual property, and 37.6% of the debt investments were to portfolio companies that were prohibited from pledging or encumbering their intellectual property. At June 30, 2014 we had no equipment only liens on any of our portfolio companies.

Interest on debt securities is generally payable monthly, with amortization of principal typically occurring over the term of the security. In addition, certain of our loans may include an interest-only period ranging from three to eighteen months or longer. In limited instances in which we choose to defer amortization of the loan for a period of time from the date of the initial investment, the principal amount of the debt securities and any accrued but unpaid interest become due at the maturity date.

The effective yield on our debt investments during the three months ended June 30, 2014 and 2013 was 16.9% and 15.7%, respectively. This increase in effective yield between periods is primarily due to the effect of fee accelerations that occurred from increased early payoffs during the three months ended June 30, 2014 as compared to the three months ended June 30, 2013. The effective yield is derived by dividing total investment income by the weighted average earning investment portfolio assets outstanding during the quarter which exclude non-interest earning assets such as warrants and equity investments. The overall weighted average yield to maturity of our debt investments was approximately 13.0% at June 30, 2014, compared to 13.3% at both December 31, 2013. The weighted average yield to maturity is computed using the interest rates in effect at the inception of each of the loans, and includes amortization of the loan facility fees, commitment fees and market premiums or discounts over the expected life of the debt investments, weighted by their respective costs when averaged and based on the assumption that all contractual loan commitments have been fully funded and held to maturity.

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Portfolio Composition

Our portfolio companies are primarily privately held companies and public companies which are active in the drug discovery and development, energy technology, internet consumer and business services, medical device and equipment, software, drug delivery, communications and networking, specialty pharmaceuticals, media/content/info, information services, surgical devices, semiconductors, consumer and business products, healthcare services, biotechnology tools, diagnostic and electronics and computer hardware industry sectors. These sectors are characterized by high margins, high growth rates, consolidation and product and market extension opportunities. Value for companies in these sectors is often vested in intangible assets and intellectual property.

As of June 30 2014, approximately 63.8% of the fair value of our portfolio was composed of investments in four industries: 22.1% was composed of investments in the drug discovery and development industry, 16.0% was composed of investments in the energy technology industry, 12.9% was composed of investments in the internet consumer and business services industry and 12.8% was composed of investments in the medical device and equipment industry.

The following table shows the fair value of our portfolio by industry sector at June 30, 2014 (unaudited) and December 31, 2013:

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Investments at

Fair Value

 

 

Percentage of Total

Portfolio

 

 

Investments at

Fair Value

 

 

Percentage of Total

Portfolio

 

Drug Discovery & Development

$

219,457

 

 

 

22.1

%

 

$

219,169

 

 

 

24.1

%

Energy Technology

 

156,669

 

 

 

16.0

%

 

 

164,466

 

 

 

18.1

%

Internet Consumer & Business Services

 

128,113

 

 

 

12.9

%

 

 

122,073

 

 

 

13.4

%

Medical Devices & Equipment

 

126,973

 

 

 

12.8

%

 

 

103,614

 

 

 

11.4

%

Software

 

91,578

 

 

 

9.2

%

 

 

65,218

 

 

 

7.2

%

Drug Delivery

 

78,187

 

 

 

7.9

%

 

 

62,022

 

 

 

6.8

%

Communications & Networking

 

56,202

 

 

 

5.7

%

 

 

35,979

 

 

 

4.0

%

Specialty Pharmaceuticals

 

50,536

 

 

 

5.1

%

 

 

20,055

 

 

 

2.2

%

Media/Content/Info

 

30,234

 

 

 

3.0

%

 

 

8,679

 

 

 

1.0

%

Information Services

 

15,626

 

 

 

1.6

%

 

 

46,565

 

 

 

5.1

%

Surgical Devices

 

10,355

 

 

 

1.0

%

 

 

10,307

 

 

 

1.0

%

Semiconductors

 

8,943

 

 

 

0.8

%

 

 

4,685

 

 

 

0.5

%

Consumer & Business Products

 

7,570

 

 

 

0.8

%

 

 

2,995

 

 

 

0.3

%

Healthcare Services, Other

 

5,469

 

 

 

0.6

%

 

 

29,080

 

 

 

3.2

%

Biotechnology Tools

 

4,175

 

 

 

0.4

%

 

 

5,275

 

 

 

0.6

%

Diagnostic

 

804

 

 

 

0.1

%

 

 

902

 

 

 

0.1

%

Electronics & Computer Hardware

 

454

 

 

 

0.0

%

 

 

9,211

 

 

 

1.0

%

 

$

991,345

 

 

 

100.0

%

 

$

910,295

 

 

 

100.0

%

Industry and sector concentrations vary as new loans are recorded and loans pay off. Loan revenue, consisting of interest, fees, and recognition of gains on equity and equity-related interests, can fluctuate materially when a loan is paid off or a related warrant or equity interest is sold. Revenue recognition in any given year can be highly concentrated among several portfolio companies.

For the six months ended June 30, 2014 and the year ended December 31, 2013, our ten largest portfolio companies represented approximately 28.8% and 29.3% of the total fair value of our investments in portfolio companies, respectively. At both June 30, 2014 and December 31, 2013, we had one investment that represented 5% or more of our net assets. At June 30, 2014, we had five equity investments representing approximately 72.4% of the total fair value of our equity investments, and each represented 5% or more of the total fair value of our equity investments. At December 31, 2013, we had six equity investments which represented approximately 75.7% of the total fair value of our equity investments, and each represented 5% or more of the total fair value of our equity investments.

As of June 30, 2014, 100.0% of our debt investments were in a senior secured first lien position, and approximately 98.1% of the debt investment portfolio was priced at floating interest rates or floating interest rates with a Prime-or LIBOR-based interest rate floor. As a result, we believe we are well positioned to benefit when market interest rates may rise in the near future.

67


 

Our investments in senior secured debt with warrants have equity enhancement features, typically in the form of warrants or other equity-related securities designed to provide us with an opportunity for capital appreciation. Our warrant coverage generally ranges from 3% to 20% of the principal amount invested in a portfolio company, with a strike price generally equal to the most recent equity financing round. As of June 30, 2014, we held warrants in 117 portfolio companies, with a fair value of approximately $23.0 million. The fair value of our warrant portfolio decreased by approximately 35.4%, as compared to a fair value of $35.6 million at December 31, 2013 primarily related to the reversal of unrealized appreciation related to the exercise of our warrant positions in Box, Inc. ($8.3 million) and Neuralstem, Inc. ($751,000) to preferred stock and unrealized depreciation related to collateral based impairments of approximately $2.5 million on five of our warrant positions due to poor company performance.

Our existing warrant holdings currently would require us to invest approximately $78.0 million to exercise such warrants as of June 30, 2014. Warrants may appreciate or depreciate in value depending largely upon the underlying portfolio company’s performance and overall market conditions. Of the warrants which we have monetized since inception, we have realized warrant gain multiples in the range of approximately 1.01x to 14.91x based on the historical rate of return on our investments. However, our warrants may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our warrant portfolio.

As required by the 1940 Act, we classify our investments by level of control. “Control investments” are defined in the 1940 Act as investments in those companies that we are deemed to “control”, which, in general, includes a company in which we own 25% or more of the voting securities of such company or have greater than 50% representation on its board. “Affiliate investments” are investments in those companies that are “affiliated companies” of ours, as defined in the 1940 Act, which are not control investments. We are deemed to be an “affiliate” of a company in which we have invested if we own 5% or more, but less than 25%, of the voting securities of such company. “Non-control/non-affiliate investments” are investments that are neither control investments nor affiliate investments.

The following table summarizes our realized and unrealized gain and loss and changes in our unrealized appreciation and depreciation on affiliate investments for the three and six months ended June 30, 2014 and 2013 (unaudited). We did not hold any Control investments at either June 30, 2014 or 2013.

 

(in thousands)

 

 

 

 

 

 

Three Months Ended June 30, 2014

 

 

Six Months Ended June 30, 2014

 

Portfolio Company

Type

 

Fair Value at

June 30, 2014

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized

Gain/(Loss)

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized

Gain/(Loss)

 

Gelesis, Inc.

Affiliate

 

$

353

 

 

$

 

 

$

(144

)

 

$

 

 

$

 

 

$

 

 

$

(120

)

 

$

 

 

$

 

Optiscan BioMedical, Corp.

Affiliate

 

 

4,740

 

 

 

 

 

 

(292

)

 

 

 

 

 

 

 

 

 

 

 

(44

)

 

 

 

 

 

 

Stion Corporation

Affiliate

 

 

2,300

 

 

 

163

 

 

 

(3,016

)

 

 

 

 

 

 

 

 

1,639

 

 

 

(3,240

)

 

 

 

 

 

 

Total

 

 

$

7,393

 

 

$

163

 

 

$

(3,452

)

 

$

 

 

$

 

 

$

1,639

 

 

$

(3,404

)

 

$

 

 

$

 

 

(in thousands)

 

 

 

 

 

 

Three Months Ended June 30, 2013

 

 

Six Months Ended June 30, 2013

 

Portfolio Company

Type

 

Fair Value at

June 30, 2013

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized

Gain/(Loss)

 

 

Investment

Income

 

 

Net Change in

Unrealized (Depreciation)/

Appreciation

 

 

Reversal of

Unrealized (Depreciation)/

Appreciation

 

 

Realized

Gain/(Loss)

 

Gelesis, Inc.

Affiliate

 

$

1,010

 

 

$

 

 

$

(878

)

 

$

 

 

$

 

 

$

 

 

$

(1,100

)

 

$

 

 

$

 

Optiscan BioMedical, Corp.

Affiliate

 

 

12,555

 

 

 

518

 

 

 

(32

)

 

 

 

 

 

 

 

 

1,128

 

 

 

(244

)

 

 

 

 

 

 

Total

 

 

$

13,565

 

 

$

518

 

 

$

(910

)

 

$

 

 

$

 

 

$

1,128

 

 

$

(1,344

)

 

$

 

 

$

 

During the year ended December 31, 2013 Stion Corporation became classified as an affiliate.

68


 

Portfolio Grading

We use an investment grading system, which grades each debt investment on a scale of 1 to 5 to characterize and monitor our expected level of risk on the debt investments in our portfolio with 1 being the highest quality. The following table shows the distribution of our outstanding debt investments on the 1 to 5 investment grading scale at fair value as of June 30, 2014 (unaudited) and December 31, 2013, respectively:

 

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

 

Number of Companies

 

 

Debt Investments at Fair Value

 

 

Percentage of Total Portfolio

 

 

Number of Companies

 

 

Debt Investments at Fair Value

 

 

Percentage of Total Portfolio

 

Investment Grading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

19

 

 

$

225,158

 

 

 

25.1

%

 

 

15

 

 

$

162,586

 

 

 

19.8

%

2

 

 

44

 

 

 

482,491

 

 

 

53.7

%

 

 

42

 

 

 

429,804

 

 

 

52.3

%

3

 

 

16

 

 

 

130,309

 

 

 

14.5

%

 

 

18

 

 

 

184,692

 

 

 

22.5

%

4

 

 

7

 

 

 

52,574

 

 

 

5.9

%

 

 

4

 

 

 

30,687

 

 

 

3.7

%

5

 

 

4

 

 

 

7,498

 

 

 

0.8

%

 

 

5

 

 

 

14,219

 

 

 

1.7

%

 

 

 

 

 

 

$

898,030

 

 

 

100.0

%

 

 

 

 

 

$

821,988

 

 

 

100.0

%

As of June 30, 2014, our debt investments had a weighted average investment grading of 2.10, as compared to 2.20 at December 31, 2013. Our policy is to lower the grading on our portfolio companies as they approach the point in time when they will require additional equity capital. Additionally, we may downgrade our portfolio companies if they are not meeting our financing criteria or are underperforming relative to their respective business plans. Various companies in our portfolio will require additional funding in the near term or have not met their business plans and therefore have been downgraded until their funding is complete or their operations improve.

At June 30, 2014, we had three debt investments on non-accrual with a cumulative cost and fair value of approximately $23.6 million and $7.4 million, respectively. At December 31, 2013 we had two debt investments on non-accrual with a cumulative cost and fair value of approximately $23.3 million and $12.6 million, respectively.

Results of Operations

Overall, during the three and six months ended June 30, 2014, we expanded our investment team, hired additional operations, and credit professionals and broadened our access to the debt capital markets to reduce our cost of financing. We also commenced offerings of new financing solutions to our portfolio companies, such as asset based lending and equipment based finance.

Comparison of the three and six month periods ended June 30, 2014 and 2013

Investment Income

Total investment income for the three months ended June 30, 2014 was approximately $34.0 million as compared to approximately $34.5 million for the three months ended June 30, 2013. Total investment income for the six months ended June 30, 2014 was approximately $69.8 million as compared to approximately $65.5 million for the six months ended June 30, 2013.

Interest income for the three months ended June 30, 2014 totaled approximately $30.5 million as compared to approximately $30.3 million for the three months ended June 30, 2013. Interest income for the six months ended June 30, 2014 totaled approximately $61.4 million as compared to approximately $59.2 million for the six months ended June 30, 2013. The increase in interest income for both the three and six months ended June 30, 2014 as compared to the same periods ended June 30, 2013 is primarily attributable to an increase in acceleration of loan exit fees related to early payoffs and loan restructurings, partially offset by a decline in interest income due to a lower weighted average yielding loan portfolio balance outstanding and a decrease in default interest income.

Income from commitment, facility and loan related fees for the three months ended June 30, 2014 totaled approximately $3.5 million as compared to approximately $4.2 million for the three months ended June 30, 2013. Income from commitment, facility and loan related fees for the six months ended June 30, 2014 totaled approximately $8.4 million as compared to approximately $6.3 million for the six months ended June 30, 2013. The decrease in fee income for the three months ended June 30, 2014 is primarily attributable to fewer early payoffs and loan restructurings as well as a lower weighted average yielding loan portfolio balance outstanding compared to the three months ended June 30, 2013. The increase in fee income for the six months ended June 30, 2014 as compared to June 30, 2013 is primarily attributable to an increase in acceleration of commitment and facility fees related to early payoffs and loan restructurings as well as an increase in prepayment penalties collected on early payoffs.

69


 

The following table shows the PIK-related activity for the six months ended June 30, 2014 and 2013, at cost (unaudited):

 

 

 

Six Months Ended June 30,

 

(in thousands)

 

2014

 

 

2013

 

Beginning PIK loan balance

 

$

4,982

 

 

$

3,309

 

PIK interest capitalized during the period

 

 

1,337

 

 

 

1,562

 

Payments received from PIK loans

 

 

(1,362

)

 

 

(824

)

Ending PIK loan balance

 

$

4,957

 

 

$

4,047

 

The increase in payments received from PIK loans during the six months ended June 30, 2014 is due to the addition of nine PIK loans which have incurred PIK capitalizations during the period partially offset by the payoff of three PIK loans during the six months ended June 30, 2014.

In certain investment transactions, we may earn income from advisory services; however, we had no income from advisory services in the three and six months ended June 30, 2014 and 2013, respectively.

Operating Expenses

Our operating expenses are comprised of interest and fees on our borrowings, general and administrative expenses and employee compensation and benefits. Our operating expenses totaled approximately $15.5 million and $16.9 million during the three months ended June 30, 2014 and 2013, respectively. Operating expenses totaled approximately $32.9 million and $32.8 million during the six months ended June 30, 2014 and 2013, respectively.

Interest and Fees on our Borrowings

Interest and fees on our borrowings totaled approximately $7.6 million and $8.8 million for the three month periods ended June 30, 2014 and 2013, respectively, and approximately $16.8 million and $17.5 million for the six month periods ended June 30, 2014 and 2013, respectively. The decrease in both the three and six months was primarily attributable to the lower weighted average balances outstanding on our SBA obligations due to the payoff of $34.8 million of debentures in the first quarter of 2014 and due to the amortization of our Asset Backed Notes from a balance of $89.6 million as of December 31, 2013 to $46.5 million as of June 30, 2014. This decrease was partially offset by an acceleration of fee amortization related to the payoff and amortization of these sources of capital.

We had a weighted average cost of debt, comprised of interest and fees, of approximately 6.3% and 6.0% for the three months ended June 30, 2014 and 2013, respectively, and a weighted average cost of debt of approximately 6.6% and 5.9% for the six months ended June 30, 2014 and 2013, respectively. The increase in both periods was primarily driven by the acceleration of fees related to the early payoffs of SBA obligations and our Asset-Backed Notes as described above.

The increase was primarily driven by the acceleration of interest and fees related to the partial early payoffs of SBA obligations and our Asset-Backed Notes as described above.

General and Administrative Expenses

General and administrative expenses include legal fees, consulting fees, accounting fees, printer fees, insurance premiums, rent, expenses associated with the workout of underperforming investments and various other expenses. Our general and administrative expenses decreased to $2.1 million from $2.4 million for the three months ended June 30, 2014 and 2013, respectively. This decrease was primarily due to decreased outside consulting fees and accounting fees. Expenses remained flat at $4.6 million for the six months ended June 30, 2014 and 2013, respectively.

Employee Compensation

Employee compensation and benefits totaled approximately $3.2 million for the three months ended June 30, 2014 as compared to approximately $4.2 million for the three months ended June 30, 2013 and approximately $7.5 million for the six months ended June 30, 2014 as compared to approximately $8.0 million for the six months ended June 30, 2013. The decreases for both comparative periods were primarily due to decreasing our 2014 variable compensation accrued for the three and six months ended June 30, 2014 as compared to the 2013 variable compensation accrued for the three and six months ended June 30, 2013.

70


 

Stock-based compensation totaled approximately $2.5 million for the three months ended June 30, 2014 as compared to approximately $1.6 million for the three months ended June 30, 2013 and approximately $4.0 million for the six months ended June 30, 2014 as compared to approximately $2.8 million for the six months  ended June 30, 2013. This increase was primarily due to the increased number of restricted stock units granted in April 2014 (981,550 shares) as compared to March 2013 (606,001 shares), and as such greater stock based compensation was recognized in the comparative periods in 2014 than 2013.  

Net Investment Realized Gains and Losses and Net Unrealized Appreciation and Depreciation

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

A summary of realized gains and losses for the three and six months ended June 30, 2014 and 2013 is as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2014

 

 

2013

 

 

2014

 

 

2013

 

Realized gains

$

2,490

 

 

$

6,035

 

 

$

7,873

 

 

$

9,648

 

Realized losses

 

(20

)

 

 

(3,843

)

 

 

(530

)

 

 

(5,464

)

Net realized gains

$

2,470

 

 

$

2,192

 

 

$

7,343

 

 

$

4,184

 

During the three months ended June 30, 2014 and 2013, we recognized net realized gains of approximately $2.5 million and $2.2 million, respectively. During the three months ended June 30, 2014, we recorded gross realized gains of approximately $2.5 million primarily from the sale of our investments in two portfolio companies, including Trulia ($1.0 million) and Acceleron Pharmaceuticals ($712,000).

During the three months ended June 30, 2013, we recorded gross realized gains of approximately $6.0 million from the sale of investments in seven portfolio companies, including Althea Technologies (approximately $3.8 million) and Insmed, Inc. (approximately $1.4 million). These gains were partially offset by the liquidation of our investments in six portfolio companies of approximately $3.8 million in gross realized losses, including the write off of equity in E-Band Communications, Corp. that had a cost basis of approximately $3.3 million.

During the six months ended June 30, 2014 and 2013, we recognized net realized gains of approximately $7.3 million and $4.2 million, respectively. During the six months ended June 30, 2014, we recorded gross realized gains of approximately $7.9 million primarily from the sale of investments in seven portfolio companies, including Cell Therapeutics ($1.3 million), Neuralstem ($1.2 million), Trulia ($1.0 million), Acceleron Pharmaceuticals ($712,000), Portola Pharmaceuticals ($700,000), AcelRx ($485,000) and Dicerna ($200,000). These gains were partially offset by gross realized losses of approximately $500,000 from the liquidation of our investments in five portfolio companies.

During the six months ended June 30, 2013, we recorded additional gross realized gains of approximately $3.7 million from the sale of investments in three portfolio companies. These gains were partially offset by the liquidation of our investments in five portfolio companies of approximately $1.6 million in gross realized losses.

71


 

The net unrealized appreciation and depreciation of our investments is based on fair value of each investment determined in good faith by our Board of Directors. The following table itemizes the change in net unrealized appreciation/depreciation of investments for the three and six months ended June 30, 2014 and 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2014

 

 

2013

 

 

2014

 

 

2013

 

Gross unrealized appreciation on portfolio investments

$

10,324

 

 

$

16,184

 

 

$

35,574

 

 

$

29,408

 

Gross unrealized depreciation on portfolio investments

 

(16,648

)

 

 

(14,432

)

 

 

(41,945

)

 

 

(28,491

)

Reversal of prior period net unrealized appreciation

   upon a realization event

 

(942

)

 

 

(5,107

)

 

 

(2,598

)

 

 

(7,568

)

Reversal of prior period net unrealized depreciation

   upon a realization event

 

 

 

 

4,193

 

 

 

739

 

 

 

5,806

 

Net unrealized (depreciation) on taxes payable

 

(320

)

 

 

 

 

 

(393

)

 

 

 

Net unrealized appreciation (depreciation) on escrow receivables

 

(155

)

 

 

322

 

 

 

(155

)

 

 

1,490

 

Citigroup warrant participation

 

(89

)

 

 

(83

)

 

 

(44

)

 

 

98

 

Net unrealized appreciation (depreciation) on portfolio

   investments

$

(7,830

)

 

$

1,077

 

 

$

(8,822

)

 

$

743

 

During the three months ended June 30, 2014, we recorded approximately $7.8 million of net unrealized depreciation, of which $7.3 million is net unrealized depreciation from our debt, equity and warrant investments. Approximately $4.0 million is attributed to net unrealized depreciation on our debt investments which primarily related to $3.3 million of unrealized depreciation for collateral based impairments on seven portfolio companies. Additionally, approximately $4.3 million is attributed to net unrealized depreciation on our warrant investments which primarily related to $2.3 million of unrealized depreciation for collateral based impairments on three portfolio companies.

This unrealized depreciation was offset by approximately $1.0 million of net unrealized appreciation on our equity investments, including approximately $2.0 million of net unrealized appreciation on our equity investments in Merrimack Pharmaceuticals due to increases in the company’s stock price offset by $1.0 million of unrealized depreciation due to the reversal of prior period net unrealized appreciation upon being realized as a gain.

Net unrealized depreciation increased by approximately $320,000 as a result of estimated taxes payable for the three months ended June 30, 2014.

Net unrealized depreciation further increased by approximately $155,000 as a result reducing escrow receivables for the three months ended June 30, 2014 related to merger and acquisition transactions closed on former portfolio companies.

During the three months ended June 30, 2014, net unrealized depreciation increased by approximately $89,000 as a result of net appreciation of fair value on the pool of warrants collateralized under the warrant participation agreement.

During the three months ended June 30, 2013, we recorded approximately $1.1 million of net unrealized appreciation, of which $838,000 is net unrealized appreciation from our debt, equity and warrant investments. Approximately $5.6 million is attributed to net unrealized appreciation on equity, of which approximately $72,000 is due to the reversal of prior period net unrealized appreciation upon being realized as a gain and $3.3 million is due to the reversal of prior period net unrealized depreciation upon being realized as a loss. Approximately $330,000 million is attributed to net unrealized appreciation on our warrant investments, of which approximately $4.8 million is due to the reversal of prior period net unrealized appreciation upon being realized as a gain and $940,000 is due to the reversal of prior period net unrealized depreciation upon being realized as a loss. We recorded approximately $5.1 million of net unrealized depreciation on our debt investments, $4.1 million related to decreases in fair value adjustments made as a result of an increase in interest rates reflected in our current quarter effective yield.

During the three months ended June 30, 2013, net unrealized investment appreciation recognized by us was decreased by approximately $83,000 as a result of appreciation during the three months ended June 30, 2013 of fair value on the pool of warrants collateralized under the warrant participation agreement.

72


 

The following table itemizes the change in net unrealized appreciation/(depreciation) in the investment portfolio by category for the three months ended June 30, 2014 and 2013 (unaudited).

 

 

 

Three Months Ended June 30, 2014

 

(in millions)

 

Debt

 

 

Equity

 

 

Warrants

 

 

Total

 

Collateral Based Impairments

 

$

(3.3

)

 

$

(1

)

 

$

(2.3

)

 

$

(6.7

)

Reversals of Prior Period Collateral based impairments

 

 

 

 

 

0.6

 

 

 

 

 

 

0.6

 

Reversals due to Debt Payoffs & Warrant/Equity sales

 

 

0.1

 

 

 

(1.0

)

 

 

0.1

 

 

 

(0.8

)

Fair Value Market/Yield Adjustments*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1 & 2 Assets

 

 

 

 

 

1.4

 

 

 

(0.4

)

 

 

1.0

 

Level 3 Assets

 

 

(0.8

)

 

 

1.1

 

 

 

(1.7

)

 

 

(1.4

)

Total Fair Value Market/Yield Adjustments

 

 

(0.8

)

 

 

2.5

 

 

 

(2.1

)

 

 

(0.4

)

Total Unrealized Appreciation/(Depreciation)

 

$

(4.0

)

 

$

1.0

 

 

$

(4.3

)

 

$

(7.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2013

 

(in millions)

 

Debt

 

 

Equity

 

 

Warrants

 

 

Total

 

Collateral Based Impairments

 

$

(1.2

)

 

$

 

 

$

 

 

$

(1.2

)

Reversals due to Debt Payoffs & Warrant/Equity sales

 

 

0.2

 

 

 

3.1

 

 

 

(4.1

)

 

 

(0.8

)

Fair Value Market/Yield Adjustments*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1 & 2 Assets

 

 

 

 

 

 

 

 

1.1

 

 

 

1.1

 

Level 3 Assets

 

 

(4.1

)

 

 

2.4

 

 

 

3.4

 

 

 

1.7

 

Total Fair Value Market/Yield Adjustments

 

 

(4.1

)

 

 

2.4

 

 

 

4.5

 

 

 

2.8

 

Total Unrealized Appreciation/(Depreciation)

 

$

(5.1

)

 

$

5.5

 

 

$

0.4

 

 

$

0.8

 

 

 

 

*

Level 1 assets are generally equities listed in active markets and level 2 assets are generally warrants held in a public company. Observable market prices are typically the primary input in valuing level 1 and 2 assets. Level 3 asset valuations require inputs that are both significant and unobservable. Generally, level 3 assets are debt investments and warrants and equities held in a private company. See Note 2 to the financial statements discussing ASC 820.

During the six months ended June 30, 2014, we recorded approximately $8.8 million of net unrealized depreciation, of which $8.3 million is net unrealized depreciation from our debt, equity and warrant investments. Approximately $6.7 million is attributed to net unrealized depreciation on our debt investments which primarily related to $10.5 million of unrealized depreciation for collateral based impairments on seven portfolio companies. Additionally, approximately $14.6 million is attributed to net unrealized depreciation on our warrant investments which primarily related to $8.3 million of net unrealized depreciation due to the exercise of our warrants in Box, Inc. to equity and $1.5 million of net unrealized depreciation due to the reversal of prior period net unrealized appreciation upon being realized as a gain.

This unrealized depreciation was offset by approximately $13.0 million of net unrealized appreciation on our equity investments, including approximately $8.4 million of net unrealized appreciation due to the exercise of our warrants in Box, Inc. to equity.

Net unrealized depreciation increased by approximately $393,000 as a result of estimated taxes payable for the six months ended June 30, 2014.

Net unrealized depreciation further increased by approximately $155,000 as a result of reducing escrow receivables for the six months ended June 30, 2014 related to merger and acquisition transactions closed on former portfolio companies.

During the three months ended June 30, 2014, net unrealized depreciation increased by approximately $44,000 as a result of net appreciation of fair value on the pool of warrants collateralized under the warrant participation agreement.

During the six months ended June 30, 2013, we recorded approximately $743,000 of net unrealized appreciation, of which $845,000 of net unrealized depreciation is from our debt, equity and warrant investments. Approximately $7.5 million is attributed to net unrealized appreciation on equity, of which approximately $164,000 is due to the reversal of prior period net unrealized appreciation upon being realized as a gain and $3.5 million is due to the reversal of prior period net unrealized depreciation upon being realized as a loss. Approximately $4.2 million is attributed to net unrealized appreciation on our warrant investments, of which approximately $6.8 million is due to the reversal of prior period net unrealized appreciation upon being realized as a gain and $2.3 million is due to the reversal of prior period net unrealized depreciation upon being realized as a loss. We recorded approximately $12.4 million of net unrealized depreciation on our debt investments, $5.6 million related to decreases in fair value adjustments made as a result of an increase in interest rates reflected in our current quarter effective yield.

73


 

For the six months ended June 30, 2013, net unrealized investment appreciation recognized by us was increased by approximately $98,000 as a result of depreciation during the six months ended June 30, 2013 of fair value on the pool of warrants collateralized under the warrant participation agreement.

The following table itemizes the change in net unrealized appreciation/(depreciation) in the investment portfolio by category for the six months ended June 30, 2014 and 2013 (unaudited).

 

 

 

Six Months Ended June 30, 2014

 

(in millions)

 

Debt

 

 

Equity

 

 

Warrants

 

 

Total

 

Collateral Based Impairments

 

$

(10.5

)

 

$

(1.1

)

 

$

(2.5

)

 

$

(14.1

)

Reversals of Prior Period Collateral based impairments

 

 

 

 

 

0.6

 

 

 

 

 

$

0.6

 

Reversals due to Debt Payoffs & Warrant/Equity sales

 

 

(0.2

)

 

 

(0.8

)

 

 

(9.5

)

 

 

(10.5

)

Fair Value Market/Yield Adjustments*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1 & 2 Assets

 

 

 

 

 

4.9

 

 

 

(0.3

)

 

 

4.6

 

Level 3 Assets

 

 

4.0

 

 

 

9.4

 

 

 

(2.3

)

 

 

11.1

 

Total Fair Value Market/Yield Adjustments

 

 

4.0

 

 

 

14.3

 

 

 

(2.6

)

 

 

15.7

 

Total Unrealized Appreciation/(Depreciation)

 

$

(6.7

)

 

$

13.0

 

 

$

(14.6

)

 

$

(8.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2013

 

(in millions)

 

Debt

 

 

Equity

 

 

Warrants

 

 

Total

 

Collateral Based Impairments

 

$

(6.9

)

 

$

 

 

$

 

 

$

(6.9

)

Reversals due to Debt Payoffs & Warrant/Equity sales

 

 

0.2

 

 

 

3.4

 

 

 

(5.1

)

 

 

(1.5

)

Fair Value Market/Yield Adjustments*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1 & 2 Assets

 

 

 

 

 

0.1

 

 

 

1.3

 

 

 

1.4

 

Level 3 Assets

 

 

(5.6

)

 

 

4.0

 

 

 

7.8

 

 

 

6.2

 

Total Fair Value Market/Yield Adjustments

 

 

(5.6

)

 

 

4.1

 

 

 

9.1

 

 

 

7.6

 

Total Unrealized Appreciation/(Depreciation)

 

$

(12.3

)

 

$

7.5

 

 

$

4.0

 

 

$

(0.8

)

 

 

 

*

Level 1 assets are generally equities listed in active markets and level 2 assets are generally warrants held in a public company. Observable market prices are typically the primary input in valuing level 1 and 2 assets. Level 3 asset valuations require inputs that are both significant and unobservable. Generally, level 3 assets are debt investments and warrants and equities held in a private company. See Note 2 to the financial statements discussing ASC 820.

Income and Excise Taxes

We account for income taxes in accordance with the provisions of ASC 740, Income Taxes, which requires that deferred income taxes be determined based upon the estimated future tax effects of differences between the financial statement and tax basis of assets and liabilities given the provisions of the enacted tax law. Valuation allowances are used to reduce deferred tax assets to the amount likely to be realized. We intend to distribute approximately $3.8 million of spillover earnings from the year ended December 31, 2013 to our shareholders in 2014.

Net Increase in Net Assets Resulting from Operations and Earnings Per Share

For the three months ended June 30, 2014 and 2013, the net increase in net assets resulting from operations totaled approximately $13.2 million and approximately $20.9 million, respectively. For the six months ended June 30, 2014 and 2013, the net increase in net assets resulting from operations totaled approximately $35.4 million and approximately $37.6 million, respectively. These changes are made up of the items previously described.

The basic and fully diluted net change in net assets per common share was $0.21 and $0.20 for the three months ended June 30, 2014, whereas both the basic and fully diluted net change in net assets per common share for the three months ended June 30, 2013 was $0.34. The basic and fully diluted net change in net assets per common share was $0.57 and $0.55 for the six months ended June 30, 2014, whereas the basic and fully diluted net change in net assets per common share for the six months ended June 30, 2013 was $0.65 and $0.64, respectively.

For the purpose of calculating diluted earnings per share for three and six months ended June 30, 2014 and 2013, the dilutive effect of the Convertible Senior Notes under the treasury stock method is included in this calculation because our share price was greater than the conversion price in effect ($11.49 as of June 30, 2014 and $11.74 as of June 30, 2013, respectively) for the Convertible Senior Notes for such periods.

74


 

Financial Condition, Liquidity, and Capital Resources

Our liquidity and capital resources are derived from our Wells Facility, Union Bank Facility (together the “Credit Facilities”), SBA debentures, Convertible Senior Notes, 2019 Notes, Asset-Backed Notes and cash flows from operations, including investment sales and repayments, and income earned. Our primary use of funds from operations includes investments in portfolio companies and payments of fees and other operating expenses we incur. We have used, and expect to continue to use, our borrowings and the proceeds from the turnover of our portfolio and from public and private offerings of securities to finance our investment objectives. We may raise additional equity or debt capital through both registered offerings off a shelf registration, “At-The-Market”, or ATM, and private offerings of securities, by securitizing a portion of our investments or borrowing, including from the SBA through our SBIC subsidiaries.

On August 16, 2013, we entered into an ATM equity distribution agreement with JMP Securities LLC, or JMP. The equity distribution agreement provides that we may offer and sell up to 8.0 million shares of our common stock from time to time through JMP, as our sales agent. 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 of 1933, as amended, including sales made directly on the NYSE 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 three months ended June 30, 2014, we sold 650,000 shares of common stock for total accumulated net proceeds of approximately $9.5 million, all of which is accretive to net asset value. We expect to use the net proceeds from the offering to make investments, to repurchase or pay liabilities and for general corporate purposes. As of June 30, 2014, approximately 7.35 million shares remained available for issuance and sale under the equity distribution agreement.

At June 30, 2014, we had $75.0 million of Convertible Senior Notes payable, $170.4 million of 2019 Notes, $46.5 million of Asset-Backed Notes and $190.2 million of SBA debentures payable. We had no borrowings outstanding under either the Wells Facility or the Union Bank Facility.

At June 30, 2014, we had $221.0 million in available liquidity, including $116.0 million in cash and cash equivalents. We had available borrowing capacity of approximately $75.0 million under the Wells Facility and $30.0 million under the Union Bank Facility, subject to existing terms and advance rates and regulatory requirements. We primarily invest cash on hand in interest bearing deposit accounts. See “Subsequent Events.”

At June 30, 2014, we had $112.5 million of cash in restricted accounts related to our SBIC that we may use to fund new investments in the SBIC. With our net investments of $38.0 million and $74.5 million in HT II and HT III, respectively, we have the combined capacity to issue a total of $190.2 million of SBA guaranteed debentures, subject to SBA approval. At June 30, 2014, we have issued $190.2 million in SBA guaranteed debentures in our SBIC subsidiaries.

At June 30, 2014, we had approximately $3.5 million of restricted cash, which consists of collections of interest and principal payments on assets that are securitized. In accordance with the terms of the related securitized Asset-Backed Notes, based on current characteristics of the securitized debt investment portfolios, the restricted funds may be used to pay monthly interest and principal on the securitized debt and are not distributed to us or available for our general operations. During the six months ended June 30, 2014, we principally funded our operations from (i) cash receipts from interest, dividend and fee income from our investment portfolio and (ii) cash proceeds from the realization of portfolio investments through the repayments of debt investments and the sale of debt and equity investments.

During the six months ended June 30, 2014, our operating activities used $47.1 million of cash and cash equivalents, compared to $93.6 million used during the six months ended June 30, 2013. This $46.5 million decrease in cash used by operating activities resulted primarily from a decrease in purchases of investments of approximately $54.8 million. During the six months ended June 30, 2014, our investing activities provided $2.7 million of cash, compared to approximately $1.8 million used during the six months ended June 30, 2013. This $4.5 million increase in cash provided by investing activities was primarily due to a reduction of approximately $4.4 million in cash, classified as restricted cash, on assets that are securitized.

During the six months ended June 30, 2014, our financing activities used $108.0 million of cash, compared to $46.4 million provided during the six months ended June 30, 2013. This $154.4 million decrease in cash provided by financing activities was primarily due to a decrease in proceeds from issuance of common stock of $86.5 million and an increase in repayments of Asset-Backed Notes and Long-Term SBA Debentures of $24.0 million and $34.8 million, respectively during the six months ended June 30, 2014.

75


 

As of June 30, 2014, net assets totaled $658.9 million, with a net asset value per share of $10.42. We intend to generate additional cash primarily from cash flows from operations, including income earned from investments in our portfolio companies and, to a lesser extent, from the temporary investment of cash in other high-quality debt investments that mature in one year or less as well as from future borrowings as required to meet our lending activities. Our primary use of funds will be investments in portfolio companies and cash distributions to holders of our common stock.

As required by the 1940 Act, our asset coverage must be at least 200% after each issuance of senior securities. As of June 30, 2014 our asset coverage ratio under our regulatory requirements as a business development company was 327.1%, excluding our SBA debentures as a result of our exemptive order from the SEC which allows us to exclude all SBA leverage from our asset coverage ratio. As a result of the SEC exemptive order, our ratio of total assets on a consolidated basis to outstanding indebtedness may be less than 200%, which while providing increased investment flexibility, also may increase our exposure to risks associated with leverage. Total leverage when including our SBA debentures was 237.2% at June 30, 2014.

Outstanding Borrowings

At June 30, 2014 (unaudited) and December 31, 2013, we had the following available borrowings and outstanding amounts:

 

 

June 30, 2014

 

 

December 31, 2013

 

(in thousands)

Total Available

 

 

Carrying Value (1)

 

 

Total Available

 

 

Carrying Value (1)

 

SBA Debentures (2)

$

190,200

 

 

$

190,200

 

 

$

225,000

 

 

$

225,000

 

2019 Notes

 

170,364

 

 

 

170,364

 

 

 

170,364

 

 

 

170,364

 

Asset-Backed Notes

 

46,547

 

 

 

46,547

 

 

 

89,557

 

 

 

89,557

 

Convertible Senior Notes (3)

 

75,000

 

 

 

73,060

 

 

 

75,000

 

 

 

72,519

 

Wells Facility

 

75,000

 

 

 

 

 

 

75,000

 

 

 

 

Union Bank Facility

 

30,000

 

 

 

 

 

 

30,000

 

 

 

 

Total

$

587,111

 

 

$

480,171

 

 

$

664,921

 

 

$

557,440

 

 

 

(1)

Except for the Convertible Senior Notes, all carrying values are the same as the principal amount outstanding.

(2)

In March 2014, we repaid $34.8 million of SBA debentures under HT II, priced at approximately 6.38%, including annual fees. At June 30, 2014, the total available borrowings under the SBA was $190.2 million, of which $41.2 million was available in HT II and $149.0 million was available in HT III. At December 31, 2013, the total available borrowings under the SBA was $225.0 million, of which $76.0 million was available in HT II and $149.0 million was available in HT III.

(3)

Represents the aggregate principal amount outstanding of the Convertible Senior Notes less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes. The total unaccreted discount for the Convertible Senior Notes was $1.9 million at June 30, 2014 and $2.5 million at December 31, 2013.

Our net asset value may decline as a result of economic conditions in the United States. Our continued compliance with the covenants under our Credit Facilities, Convertible Senior Notes, 2019 Notes Payable, Asset-Backed Notes and SBA debentures depend on many factors, some of which are beyond our control. Material net asset devaluation could have a material adverse effect on our operations and could require us to reduce our borrowings in order to comply with certain covenants, including the ratio of total assets to total indebtedness. We believe that our current cash and cash equivalents, cash generated from operations, and funds available from our Credit Facilities will be sufficient to meet our working capital and capital expenditure commitments for at least the next 12 months.

Debt financing costs are fees and other direct incremental costs we incur in obtaining debt financing and are recognized as prepaid expenses and amortized into the consolidated statement of operations as loan fees over the term of the related debt instrument. Prepaid financing costs, net of accumulated amortization, as of June 30, 2014 (unaudited) and December 31, 2013 were as follows:

 

(in thousands)

 

June 30, 2014

 

 

December 31, 2013

 

Wells Facility

 

$

164

 

 

$

398

 

SBA Debenture

 

 

1,034

 

 

 

5,074

 

Convertible Debt

 

 

1,480

 

 

 

1,323

 

Asset Backed Notes

 

 

4,838

 

 

 

2,686

 

2019 Notes

 

 

4,364

 

 

 

5,319

 

 

 

$

11,880

 

 

$

14,800

 

 

76


 

Commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk. These consist primarily of unfunded contractual commitments to extend credit, in the form of loans, to our portfolio companies. Unfunded contractual commitments to provide funds to portfolio companies are not reflected on our balance sheet. Our unfunded contractual commitments may be significant from time to time. As of June 30, 2014, we had unfunded contractual commitments of approximately $229.3 million. Approximately $134.0 million of these unfunded contractual commitments are dependent upon the portfolio company reaching certain milestones before the contractual commitment becomes available. These commitments will be subject to the same underwriting and ongoing portfolio maintenance as are the on-balance sheet financial instruments that we hold. Since these commitments may expire without being drawn upon, the total commitment amount does not necessarily represent our future cash requirements. We intend to use cash flow from normal and early principal repayments, and proceeds from borrowings and notes to fund these commitments. However, there can be no assurance that we will have sufficient capital available to fund these commitments as they come due.

In addition, we had approximately $169.0 million of non-binding term sheets outstanding to nine new and existing companies, which generally convert to contractual commitments within approximately 90 days of signing. Non-binding outstanding term sheets are subject to completion of our due diligence and final investment committee approval process, as well as the negotiation of definitive documentation with the prospective portfolio companies. These non-binding term sheets generally convert to contractual commitments in approximately 90 days from signing.  Not all non-binding term sheets are expected to close and do not necessarily represent future cash requirements.

Contractual Obligations

The following table shows our contractual obligations as of June 30, 2014 (unaudited):

 

 

 

Payments due by period (in thousands)

 

Contractual Obligations(1)(2)

 

Total

 

 

Less than 1 year

 

 

1 - 3 years

 

 

3 - 5 years

 

 

After 5 years

 

Borrowings (3) (4)

 

$

480,171

 

 

$

 

 

$

46,547

 

 

$

73,060

 

 

$

360,564

 

Operating Lease Obligations (5)

 

 

6,955

 

 

 

1,525

 

 

 

3,006

 

 

 

1,563

 

 

 

861

 

Total

 

$

487,126

 

 

$

1,525

 

 

$

49,553

 

 

$

74,623

 

 

$

361,425

 

 

 

(1)

Excludes commitments to extend credit to our portfolio companies.

(2)

We also have a warrant participation agreement with Citigroup. See Note 4 to our consolidated financial statements.

(3)

Includes $190.2 million in borrowings under the SBA debentures, $170.4 million of the 2019 Notes, $46.5 million in aggregate principal amount of the Asset-Backed Notes and $73.1 million of the Convertible Senior Notes.

(4)

Except for the Convertible Senior Notes, all carrying values are the same as the principal amount outstanding. The aggregate principal amount outstanding of the Convertible Senior Notes is $75.0 million less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes. The total unaccreted discount for the Convertible Senior Notes was $1.9 million at June 30, 2014.

(5)

Long-term facility leases.

Certain premises are leased under agreements which expire at various dates through March 2020. Total rent expense amounted to approximately $396,000 and $783,000 during the three and six months ended June 30, 2014, respectively. There was approximately $276,000 and $605,000 recorded in the same periods ended June 30, 2013, respectively.

We and our executives and directors are covered by Directors and Officers Insurance, with the directors and officers being indemnified by us to the maximum extent permitted by Maryland law subject to the restrictions in the 1940 Act.

Borrowings

Long-term SBA Debentures

On September 27, 2006, HT II received a license to operate as a SBIC under the SBIC program and is able to borrow funds from the SBA against eligible investments and regulatory capital. Under the Small Business Investment Company Act and current SBA policy applicable to SBICs, a SBIC can have outstanding at any time SBA guaranteed debentures up to twice the amount of its regulatory capital. With our net investment of $38.0 million in HT II as of June 30, 2014, HT II has the capacity to issue a total of $41.2 million of SBA guaranteed debentures, subject to SBA approval, of which $41.2 million was available at June 30, 2014. As of June 30, 2014, HT II has paid the SBA commitment fees and facility fees of approximately $1.5 million and $3.6 million, respectively. As of June 30, 2014 we held investments in HT II in 41 companies with a fair value of approximately $94.0 million, accounting for approximately 9.5% of our total portfolio at June 30, 2014.

77


 

On May 26, 2010, HT III received a license to operate as a SBIC under the SBIC program and is able to borrow funds from the SBA against eligible investments and additional contributions to regulatory capital. With our net investment of $74.5 million in HT III as of June 30, 2014, HT III has the capacity to issue a total of $149.0 million of SBA guaranteed debentures, of which $149.0 million was outstanding as of June 30, 2014. As of June 30, 2014, HT III has paid commitment fees and facility fees of approximately $1.5 million and $3.6 million, respectively. As of June 30, 2014, we held investments in HT III in 39 companies with a fair value of approximately $236.8 million accounting for approximately 23.9% of our total portfolio at June 30, 2014.

SBICs are designed to stimulate the flow of private equity capital to eligible small businesses. Under present SBA regulations, eligible small businesses include businesses that have a tangible net worth not exceeding $19.5 million and have average annual fully taxed net income not exceeding $6.5 million for the two most recent fiscal years. In addition, SBICs must devote 25.0% of its investment activity to “smaller” enterprises as defined by the SBA. A smaller enterprise is one that has a tangible net worth not exceeding $6.0 million and has average annual fully taxed net income not exceeding $2.0 million for the two most recent fiscal years. SBA regulations also provide alternative size standard criteria to determine eligibility, which depend on the industry in which the business is engaged and are based on such factors as the number of employees and gross sales. According to SBA regulations, SBICs may make long-term loans to small businesses, invest in the equity securities of such businesses and provide them with consulting and advisory services. Through its wholly-owned subsidiaries HT II and HT III, we plan to provide long-term loans to qualifying small businesses, and in connection therewith, make equity investments.

HT II and HT III are periodically examined and audited by the SBA’s staff to determine their compliance with SBA regulations. If HT II or HT III fails to comply with applicable SBA regulations, the SBA could, depending on the severity of the violation, limit or prohibit HT II’s or HT III’s use of debentures, declare outstanding debentures immediately due and payable, and/or limit HT II or HT III from making new investments. In addition, HT II or HT III may also be limited in their ability to make distributions to us if they do not have sufficient capital in accordance with SBA regulations. Such actions by the SBA would, in turn, negatively affect us because HT II and HT III are our wholly owned subsidiaries. HT II and HT III were in compliance with the terms of the SBIC’s leverage as of June 30, 2014 as a result of having sufficient capital as defined under the SBA regulations.

The rates of borrowings under various draws from the SBA beginning in March 2009 are set semiannually in March and September and range from 2.25% to 4.62%. Interest payments on SBA debentures are payable semiannually. There are no principal payments required on these issues prior to maturity and no prepayment penalties. Debentures under the SBA generally mature ten years after being borrowed. Based on the initial draw down date of March 2009, the initial maturity of SBA debentures will occur in March 2019. In addition, the SBA charges a fee that is set annually, depending on the Federal fiscal year the leverage commitment was delegated by the SBA, regardless of the date that the leverage was drawn by the SBIC. The annual fees related to HT II debentures that pooled on September 22, 2010 were 0.406% and 0.285%, depending upon the year in which the underlying commitment was closed. The annual fees on other debentures have been set at 0.906%. The annual fees related to HT III debentures that pooled on March 27, 2013 were 0.804%. The annual fees on other debentures have been set at 0.515%.

The average amount of debentures outstanding for the three months ended June 30, 2014 for HT II was approximately $41.2 million with an average interest rate of approximately 4.25%. The average amount of debentures outstanding for the three months ended June 30, 2014 for HT III was approximately $149.0 million with an average interest rate of approximately 3.4%.  The average amount of debentures outstanding for the six-months ended June 30, 2014 for HT II was approximately $52.4 million with an average interest rate of approximately 4.9%. The average amount of debentures outstanding for the six-months ended June 30, 2014 for HT III was approximately $149.0 million with an average interest rate of approximately 3.4%.  

As of June 30, 2014, the maximum statutory limit on the dollar amount of combined outstanding SBA guaranteed debentures is $225.0 million, subject to periodic adjustments by the SBA. In aggregate, at June 30, 2014, with our net investment of $112.5 million, HT II and HT III have the capacity to issue a total of $190.2 million of SBA-guaranteed debentures, subject to SBA approval. In March 2014, we repaid $34.8 million of SBA debentures under HT II, priced at approximately 6.38%, including annual fees. At June 30, 2014, we have issued $190.2 million in SBA-guaranteed debentures in our SBIC subsidiaries.

78


 

We reported the following SBA debentures outstanding as of June 30, 2014 (unaudited) and December 31, 2013:

 

(in thousands)

Issuance/Pooling Date

 

Maturity Date

 

Interest Rate (1)

 

 

June 30,
2014

 

 

December 31,
2013

 

SBA Debentures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 26, 2008

 

March 1, 2018

 

 

6.38%

 

 

$

 

 

$

34,800

 

March 25, 2009

 

March 1, 2019

 

 

5.53%

 

 

 

18,400

 

 

 

18,400

 

September 23, 2009

 

September 1, 2019

 

 

4.64%

 

 

 

3,400

 

 

 

3,400

 

September 22, 2010

 

September 1, 2020

 

 

3.62%

 

 

 

6,500

 

 

 

6,500

 

September 22, 2010

 

September 1, 2020

 

 

3.50%

 

 

 

22,900

 

 

 

22,900

 

March 29, 2011

 

March 1, 2021

 

 

4.37%

 

 

 

28,750

 

 

 

28,750

 

September 21, 2011

 

September 1, 2021

 

 

3.16%

 

 

 

25,000

 

 

 

25,000

 

March 21, 2012

 

March 1, 2022

 

 

3.28%

 

 

 

25,000

 

 

 

25,000

 

March 21, 2012

 

March 1, 2022

 

 

3.05%

 

 

 

11,250

 

 

 

11,250

 

September 19, 2012

 

September 1, 2022

 

 

3.05%

 

 

 

24,250

 

 

 

24,250

 

March 27, 2013

 

March 1, 2023

 

 

3.16%

 

 

 

24,750

 

 

 

24,750

 

Total SBA Debentures

 

 

 

 

 

 

 

$

190,200

 

 

$

225,000

 

 

 

(1)

Interest rate includes annual charge

2019 Notes

On March 6, 2012, we and U.S. Bank National Association (the “Trustee”) entered into an indenture (the “Base Indenture”). On April 17, 2012, we and the Trustee entered into the First Supplemental Indenture to the Base Indenture (the “First Supplemental Indenture”), dated April 17, 2012, relating to our issuance, offer and sale of $43.0 million aggregate principal amount of 7.00% senior notes due 2019 (the “April 2019 Notes”). The sale of the April 2019 Notes generated net proceeds, before expenses, of approximately $41.7 million.

On September 24, 2012, we and the Trustee, entered into the Second Supplemental Indenture to the Base Indenture (the “Second Supplemental Indenture”), dated as of September 24, 2012, relating to our issuance, offer and sale of $75.0 million aggregate principal amount of 7.00% senior notes due 2019 (the “September 2019 Notes” and, together with the April 2019 Notes, the “2019 Notes”). The sale of the September 2019 Notes generated net proceeds, before expenses, of approximately $72.75 million.

2019 Notes payable is comprised of:

 

 

As of

 

(in thousands)

June 30, 2014

 

 

December 31, 2013

 

April 2019 Notes

$

84,490

 

 

$

84,490

 

September 2019 Notes

 

85,874

 

 

 

85,874

 

Carrying Value of 2019 Notes

$

170,364

 

 

$

170,364

 

April 2019 Notes

The April 2019 Notes will mature on April 30, 2019 and may be redeemed in whole or in part at our option at any time or from time to time on or after April 30, 2015, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. The April 2019 Notes bear interest at a rate of 7.00% per year payable quarterly on January 30, April 30, July 30 and October 30 of each year, commencing on July 30, 2012, and trade on the New York Stock Exchange under the trading symbol “HTGZ.”

The April 2019 Notes are our direct unsecured obligations and rank: (i) pari passu with our other outstanding and future senior unsecured indebtedness, including without limitation, the $75.0 million in aggregate principal amount of the Convertible Senior Notes; (ii) senior to any of our future indebtedness that expressly provides it is subordinated to the April 2019 Notes; (iii) effectively subordinated to all our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness, including without limitation, borrowings under our Credit Facilities; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of Hercules Technology II, L.P. and Hercules Technology III, L.P. and borrowings under our revolving senior secured credit facility with Wells Fargo Capital Finance, LLC.

79


 

The Base Indenture, as supplemented by the First Supplemental Indenture, contains certain covenants including covenants requiring our compliance with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act to comply with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act and to provide financial information to the holders of the April 2019 Notes and the Trustee if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture, as supplemented by the First Supplemental Indenture. The Indenture provides for customary events of default and further provides that the Trustee or the holders of 25% in aggregate principal amount of the outstanding April 2019 Notes in a series may declare such April 2019 Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.

The April 2019 Notes were sold pursuant to an underwriting agreement dated April 11, 2012 among us and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in the underwriting agreement.

In July 2012, we reopened our April 2019 Notes and issued an additional $41.5 million in aggregate principal amount of April 2019 Notes, which includes exercise of an over-allotment option, bringing the total amount of the April 2019 Notes issued to approximately $84.5 million in aggregate principal amount.

September 2019 Notes

The September 2019 Notes will mature on September 30, 2019 and may be redeemed in whole or in part at our option at any time or from time to time on or after September 30, 2015, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. The September 2019 Notes bear interest at a rate of 7.00% per year payable quarterly on March 30, June 30, September 30 and December 30 of each year, commencing on December 30, 2012, and trade on the New York Stock Exchange under the trading symbol “HTGY.”

The September 2019 Notes are our direct unsecured obligations and rank: (i) pari passu with our other outstanding and future senior unsecured indebtedness, including without limitation, the $75.0 million in aggregate principal amount of the Convertible Senior Notes; (ii) senior to any of our future indebtedness that expressly provides it is subordinated to the September 2019 Notes; (iii) effectively subordinated to all our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness, including without limitation, borrowings under our credit facilities; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of Hercules Technology II, L.P. and Hercules Technology III, L.P. and borrowings under our revolving senior secured credit facility with Wells Fargo Capital Finance.

The Base Indenture, as supplemented by the Second Supplemental Indenture, contains certain covenants including covenants requiring us to comply with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18 (a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act to comply with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act and to provide financial information to the holders of the September 2019 Notes and the Trustee if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture, as supplemented by the Second Supplemental Indenture. The Indenture provides for customary events of default and further provides that the Trustee or the holders of 25% in aggregate principal amount of the outstanding September 2019 Notes in a series may declare such September 2019 Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.

The September 2019 Notes were sold pursuant to an underwriting agreement dated September 19, 2012 among us and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters named in the underwriting agreement. In October 2012, the underwriters exercised their over-allotment option for an additional $10.9 million of the September 2019 Notes, bringing the total amount of the September 2019 Notes issued to approximately $85.9 million in aggregate principal amount.

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For the three and six months ended June 30, 2014 and 2013 (unaudited), the components of interest expense and related fees and cash paid for interest expense for the April 2019 Notes and September 2019 Notes are as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2014

 

 

2013

 

 

2014

 

 

2013

 

Stated interest expense

$

2,981

 

 

$

2,981

 

 

$

5,963

 

 

$

5,963

 

Amortization of debt issuance cost

 

242

 

 

 

242

 

 

 

482

 

 

 

482

 

Total interest expense and fees

$

3,223

 

 

$

3,223

 

 

$

6,445

 

 

$

6,445

 

Cash paid for interest expense and fees

$

2,981

 

 

$

2,965

 

 

$

5,963

 

 

$

5,963

 

 

As of June 30, 2014, we are in compliance with the terms of the indenture, and respective supplemental indenture, governing the April 2019 Notes and September 2019 Notes. See Note 4 to our consolidated financial statements for more detail on the 2019 Notes.

Asset-Backed Notes

On December 19, 2012, we completed a $230.7 million term debt securitization in connection with which an affiliate of ours made an offer of $129.3 million in aggregate principal amount of fixed-rate asset-backed notes (the “Asset-Backed Notes”), which Asset-Backed Notes were rated A2(sf) by Moody’s Investors Service, Inc. The Asset-Backed Notes were issued by Hercules Capital Funding Trust 2012-1 pursuant to a note purchase agreement, dated as of December 12, 2012, by and among us, Hercules Capital Funding 2012- 1 LLC, as Trust Depositor (the “Trust Depositor”), Hercules Capital Funding Trust 2012-1, as Issuer (the “Issuer”), and Guggenheim Securities, LLC, as Initial Purchaser, and are backed by a pool of senior loans made to certain of our portfolio companies and secured by certain assets of those portfolio companies and are to be serviced by us. Interest on the Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 3.32% per annum. The Asset-Backed Notes have a stated maturity of December 16, 2017.

As part of this transaction, we entered into a sale and contribution agreement with the Trust Depositor under which we have agreed to sell or have contributed to the Trust Depositor certain senior loans made to certain of our portfolio companies (the “Loans”). We have made customary representations, warranties and covenants in the sale and contribution agreement with respect to the Loans as of the date of their transfer to the Trust Depositor.

In connection with the issuance and sale of the Asset-Backed Notes, we have made customary representations, warranties and covenants in the note purchase agreement. The Asset-Backed Notes are secured obligations of the Issuer and are non-recourse to us. The Issuer also entered into an indenture governing the Asset-Backed Notes, which indenture includes customary representations, warranties and covenants. The Asset-Backed Notes were sold without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” in compliance with the exemption from registration provided by Rule 144A under the Securities Act and to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) who in each case, are “qualified purchasers” for purposes of Section 3(c)(7) under the 1940 Act. In addition, the Trust Depositor entered into an amended and restated trust agreement, which includes customary representation, warranties and covenants.

The Loans are serviced by us pursuant to a sale and servicing agreement, which contains customary representations, warranties and covenants. We perform certain servicing and administrative functions with respect to the Loans. We are entitled to receive a monthly fee from the Issuer for servicing the Loans. This servicing fee is equal to the product of one-twelfth (or in the case of the first payment date, a fraction equal to the number of days from and including December 5, 2012 through and including January 15, 2013 over 360) of 2.00% and the aggregate outstanding principal balance of the Loans, excluding all defaulted Loans and all purchased Loans, as of the first day of the related collection period (the period from the 5th day of the immediately preceding calendar month through the 4th day of the calendar month in which a payment date occurs, and for the first payment date, the period from and including December 5, 2012, to the close of business on January 4, 2013).

We also serve as administrator to the Issuer under an administration agreement, which includes customary representations, warranties and covenants.

At June 30 2014 and December 31, 2013, the Asset Backed Notes had an outstanding principal balance of $46.5 million and $89.6 million, respectively.

Under the terms of the Asset Backed Notes, we are required to maintain a reserve cash balance, funded through interest and principal collections from the underlying securitized debt portfolio, which may be used to pay monthly interest and principal payments on the Asset-Backed Notes. We have segregated these funds and classified them as Restricted Cash. There was approximately $3.5 million and $6.3 million of Restricted Cash as of June 30, 2014 and December 31, 2013, respectively, funded through interest collections.

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Convertible Senior Notes

In April 2011, we issued $75.0 million in aggregate principal amount of 6.00% convertible senior notes (the “Convertible Senior Notes”) due 2016. As of June 30, 2014, the carrying value of the Convertible Senior Notes, comprised of the aggregate principal amount outstanding less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes, is approximately $73.1 million.

The Convertible Senior Notes mature on April 15, 2016 (the “Maturity Date”), unless previously converted or repurchased in accordance with their terms. The Convertible Senior Notes bear interest at a rate of 6.00% per year payable semiannually in arrears on April 15 and October 15 of each year, commencing on October 15, 2011. The Convertible Senior Notes are our senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the Convertible Senior Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

Prior to the close of business on the business day immediately preceding October 15, 2015, holders may convert their Convertible Senior Notes only under certain circumstances set forth in the Indenture. On or after October 15, 2015 until the close of business on the scheduled trading day immediately preceding the Maturity Date, holders may convert their Convertible Senior Notes at any time. Upon conversion, we will pay or deliver, as the case may be, at our election, cash, shares of our common stock or a combination of cash and shares of our common stock. The conversion rate will initially be 84.0972 shares of common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial conversion price of approximately $11.89 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, if certain corporate events occur prior to the Maturity Date, the conversion rate will be increased for converting holders. As of June 30, 2014, the conversion rate was 87.0586 shares of common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an adjusted conversion price of approximately $11.49 per share of common stock).  See “Subsequent Events.”

We may not redeem the Convertible Senior Notes prior to maturity. No sinking fund is provided for the Convertible Senior Notes. In addition, if certain corporate events occur, holders of the Convertible Senior Notes may require us to repurchase for cash all or part of their Convertible Senior Notes at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus accrued and unpaid interest through, but excluding, the required repurchase date.

The Convertible Senior Notes are accounted for in accordance with ASC 470-20 (previously FASB Staff Position No. APB 14- 1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”). In accounting for the Convertible Senior Notes, we estimated at the time of issuance that the values of the debt and the embedded conversion feature of the Convertible Senior Notes were approximately 92.8% and 7.2%, respectively. The original issue discount of 7.2% attributable to the conversion feature of the Convertible Senior Notes was recorded in “capital in excess of par value” in the consolidated statement of assets and liabilities. As a result, we record interest expense comprised of both stated interest expense as well as accretion of the original issue discount resulting in an estimated effective interest rate of approximately 8.1%.

As of June 30, 2014 (unaudited) and December 31, 2013, the components of the carrying value of the Convertible Senior Notes were as follows:

 

(in thousands)

As of
June 30, 2014

 

 

As of
December 31, 2013

 

Principal amount of debt

$

75,000

 

 

$

75,000

 

Original issue discount, net of accretion

 

(1,940

)

 

 

(2,481

)

Carrying value of Convertible Senior Notes

$

73,060

 

 

$

72,519

 

 

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For the three and six months ended June 30, 2014 and 2013 (unaudited), the components of interest expense, fees and cash paid for interest expense for the Convertible Senior Notes were as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands)

2014

 

 

2013

 

 

2014

 

 

2013

 

Stated interest expense

$

1,125

 

 

$

1,125

 

 

$

2,250

 

 

$

2,250

 

Accretion of original issue discount

 

271

 

 

 

271

 

 

 

541

 

 

 

541

 

Amortization of debt issuance cost

 

144

 

 

 

144

 

 

 

289

 

 

 

289

 

Total interest expense

$

1,540

 

 

$

1,540

 

 

$

3,080

 

 

$

3,080

 

Cash paid for interest expense

$

2,250

 

 

$

2,250

 

 

$

2,250

 

 

$

2,250

 

The estimated effective interest rate of the debt component of the Convertible Senior Notes, equal to the stated interest of 6.0% plus the accretion of the original issue discount, was approximately 8.1% for both the three and six months ended June 30, 2014 and 2013. As of June 30, 2014, we are in compliance with the terms of the indentures governing the Convertible Senior Notes.

Wells Facility

In August 2008, we entered into a $50.0 million two-year revolving senior secured credit facility with Wells Fargo Capital Finance (the “Wells Facility”). On June 20, 2011, we renewed the Wells Facility. Under this three-year senior secured facility, Wells Fargo Capital Finance has made commitments of $75.0 million. The facility contains an accordion feature, in which we can increase the credit line up to an aggregate of $300.0 million, funded by additional lenders and with the agreement of Wells Fargo Capital Finance and subject to other customary conditions. We expect to continue discussions with various other potential lenders to join the new facility; however, there can be no assurances that additional lenders will join the Wells Facility.

On August 1, 2012, we entered into an amendment to the Wells Facility. The amendment reduces the interest rate floor by 75 basis points to 4.25% and extends the maturity date by one year to August 2015. Additionally, an amortization period of 12 months was added to pay down the principal balance as of the maturity date, and the unused line fee was reduced.

Borrowings under the Wells Facility will generally bear interest at a rate per annum equal to LIBOR plus 3.50%, with a floor of 4.25% and an advance rate of 50% against eligible debt investments. The Wells Facility is secured by debt investments in the borrowing base. The Wells Facility requires payment of a non-use fee on a scale of 0.0% to 0.50% of the average monthly outstanding balance. The monthly payment of a non-use fee thereafter shall depend on the average balance that was outstanding on a scale between 0.0% and 0.50%. For the three and six months ended June 30, 2014 and 2013, this non-use fee was approximately $95,000 and $189,000, respectively. On June 20, 2011 we paid an additional $1.1 million in structuring fees in connection with the Wells Facility which is being amortized through the end of the term.

The Wells Facility includes various financial and operating covenants applicable to us and our subsidiaries, in addition to those applicable to Hercules Funding II, LLC. These covenants require us to maintain certain financial ratios and a minimum tangible net worth in an amount, when added to outstanding subordinated indebtedness, that is in excess of $362.0 million plus 90% of the cumulative amount of equity raised after June 30, 2012. In addition, the tangible net worth covenant will increase by 90 cents on the dollar for every dollar of equity capital that we subsequently raise. As of June 30, 2014, the minimum tangible net worth covenant has increased to $487.5 million as a result of our follow-on public offerings. The Wells Facility provides for customary events of default, including, but not limited to, payment defaults, breach of representations or covenants, bankruptcy events and change of control. We were in compliance with all covenants at June 30, 2014. See Note 4 to our consolidated financial statements for more detail on the Wells Facility.

Union Bank Facility

On February 10, 2010, we entered a $20.0 million one-year revolving senior secured credit facility with Union Bank (the “Union Bank Facility”). On November 2, 2011, we renewed and amended the Union Bank Facility and added a new lender under the Union Bank Facility. Union Bank and RBC Capital Markets (“RBC”) have made commitments of $30.0 million and $25.0 million, respectively. The Union Bank Facility contains an accordion feature, in which we can increase the credit line up to an aggregate of $150.0 million, funded by additional lenders and with the agreement of Union Bank and subject to other customary conditions. We expect to continue discussions with various other potential lenders to join the new facility; however, there can be no assurances that additional lenders will join the Union Bank Facility.

On March 30, 2012, we entered into an amendment to the Union Bank Facility which permitted us to issue additional senior notes relating to the offer and sale of our 2019 Notes. On September 17, 2012, we entered into an amendment to the Union Bank Facility. Pursuant to the terms of the amendment, we are permitted to increase our unsecured indebtedness by an aggregate original

83


 

principal amount not to exceed $200.0 million incurred after March 30, 2012 in one or more issuances, provided certain conditions are satisfied for each issuance.

On December 17, 2012, we further amended the Union Bank Facility to remove RBC from the Union Bank Facility. Following the removal of RBC, the Union Bank Facility consists solely of Union Bank’s commitment of $30.0 million. In connection with the amendment, the maximum availability under the Union Bank Facility, subject to a borrowing base, was reduced from $55.0 million to $30.0 million. The Union Bank Facility contains an accordion feature, in which we could increase the credit line by up to $95.0 million in the aggregate, funded by commitments from additional lenders and with the agreement of Union Bank and subject to other customary conditions. There can be no assurances that additional lenders will join the Union Bank Facility.

Borrowings under the Union Bank Facility will generally bear interest at a rate per annum equal to LIBOR plus 2.25% with a floor of 4.0%. The Union Bank Facility requires the payment of a non-use fee of 0.50% annually. For the three and six months ended June 30, 2014, this non-use fee was approximately $13,000 and $51,000, respectively. For the three and six months ended June 30, 2013, this non-use fee was approximately $38,000 and $75,000, respectively. The Union Bank Facility is collateralized by debt investments in our portfolio companies, and includes an advance rate equal to 50.0% of eligible debt investments placed in the collateral pool. The Union Bank Facility generally requires payment of interest on a monthly basis. All outstanding principal is due upon maturity.

The Union Bank Facility requires various financial and operating covenants. These covenants require us to maintain certain financial ratios and a minimum tangible net worth in an amount, when added to outstanding subordinated indebtedness, that is in excess of $314.0 million plus 90% of the amount of net cash proceeds received from the sale of common stock after March 31, 2011. As of June 30, 2014, the minimum tangible net worth covenant has increased to $481.3 million as a result of follow-on public offerings. Union Bank Facility also provides for customary events of default, including, but not limited to, payment defaults, breach of representations or covenants, bankruptcy events and change of control. We were in compliance with all covenants at June 30, 2014.

The Union Bank Facility will expire as of August 15, 2014. We continue to explore potential financing arrangements with Union Bank that may be implemented following the expiration of the Union Bank Facility. See Note 4 to our consolidated financial statements for more detail on the Union Bank Facility and “Subsequent Events”.

Citibank Credit Facility

We, through Hercules Funding Trust I, an affiliated statutory trust, had a securitized credit facility (the “Citibank Credit Facility”) with Citigroup Global Markets Realty Corp. which expired under normal terms. During the first quarter of 2009, we paid off all principal and interest owed under the Citibank Credit Facility. Citigroup has an equity participation right through a warrant participation agreement on the pool of debt investments and warrants collateralized under the Citibank Credit Facility. Pursuant to the warrant participation agreement, we granted to Citigroup a 10% participation in all warrants held as collateral. However, no additional warrants were included in collateral subsequent to the facility amendment on May 2, 2007. As a result, Citigroup is entitled to 10% of the realized gains on the warrants until the realized gains paid to Citigroup pursuant to the agreement equal $3,750,000 (the “Maximum Participation Limit”). The obligations under the warrant participation agreement continue even after the Citibank Credit Facility is terminated until the Maximum Participation Limit has been reached.

During the six months ended June 30, 2014, we reduced our realized gain by approximately $78,000 for Citigroup’s participation in the gain on sale of equity securities which were obtained from exercising a portfolio company warrant which was included in the collateral pool. We recorded a decrease on participation liability and an increase on unrealized appreciation by a net amount of approximately $44,000 as a result of year to date appreciation of fair value on the pool of warrants collateralized under the warrant participation agreement. The value of their participation right on unrealized gains in the related equity investments was approximately $414,000 as of June 30, 2014 and is included in accrued liabilities. There can be no assurances that the unrealized appreciation of the warrants will not be higher or lower in future periods due to fluctuations in the value of the warrants, thereby increasing or reducing the effect on the cost of borrowing. Since inception of the agreement, we have paid Citigroup approximately $1.7 million under the warrant participation agreement thereby reducing our realized gains by this amount. We will continue to pay Citigroup under the warrant participation agreement until the Maximum Participation Limit is reached or the warrants expire. Warrants subject to the Citigroup participation agreement are set to expire between February 2016 and March 2017.

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Dividends

The following table summarizes our dividends declared and paid, to be paid, or reinvested on all shares, including restricted stock, to date:

 

Date Declared

 

Record Date

 

Payment Date

 

Amount Per Share

 

 

October 27, 2005

 

November 1, 2005

 

November 17, 2005

 

$

0.03

 

 

December 9, 2005

 

January 6, 2006

 

January 27, 2006

 

 

0.30

 

 

April 3, 2006

 

April 10, 2006

 

May 5, 2006

 

 

0.30

 

 

July 19, 2006

 

July 31, 2006

 

August 28, 2006

 

 

0.30

 

 

October 16, 2006

 

November 6, 2006

 

December 1, 2006

 

 

0.30

 

 

February 7, 2007

 

February 19, 2007

 

March 19, 2007

 

 

0.30

 

 

May 3, 2007

 

May 16, 2007

 

June 18, 2007

 

 

0.30

 

 

August 2, 2007

 

August 16, 2007

 

September 17, 2007

 

 

0.30

 

 

November 1, 2007

 

November 16, 2007

 

December 17, 2007

 

 

0.30

 

 

February 7, 2008

 

February 15, 2008

 

March 17, 2008

 

 

0.30

 

 

May 8, 2008

 

May 16, 2008

 

June 16, 2008

 

 

0.34

 

 

August 7, 2008

 

August 15, 2008

 

September 19, 2008

 

 

0.34

 

 

November 6, 2008

 

November 14, 2008

 

December 15, 2008

 

 

0.34

 

 

February 12, 2009

 

February 23, 2009

 

March 30, 2009

 

 

0.32

 

*

May 7, 2009

 

May 15, 2009

 

June 15, 2009

 

 

0.30

 

 

August 6, 2009

 

August 14, 2009

 

September 14, 2009

 

 

0.30

 

 

October 15, 2009

 

October 20, 2009

 

November 23, 2009

 

 

0.30

 

 

December 16, 2009

 

December 24, 2009

 

December 30, 2009

 

 

0.04

 

 

February 11, 2010

 

February 19, 2010

 

March 19, 2010

 

 

0.20

 

 

May 3, 2010

 

May 12, 2010

 

June 18, 2010

 

 

0.20

 

 

August 2, 2010

 

August 12, 2010

 

September 17,2010

 

 

0.20

 

 

November 4, 2010

 

November 10, 2010

 

December 17, 2010

 

 

0.20

 

 

March 1, 2011

 

March 10, 2011

 

March 24, 2011

 

 

0.22

 

 

May 5, 2011

 

May 11, 2011

 

June 23, 2011

 

 

0.22

 

 

August 4, 2011

 

August 15, 2011

 

September 15, 2011

 

 

0.22

 

 

November 3, 2011

 

November 14, 2011

 

November 29, 2011

 

 

0.22

 

 

February 27, 2012

 

March 12, 2012

 

March 15, 2012

 

 

0.23

 

 

April 30, 2012

 

May 18, 2012

 

May 25, 2012

 

 

0.24

 

 

July 30, 2012

 

August 17, 2012

 

August 24, 2012

 

 

0.24

 

 

October 26, 2012

 

November 14, 2012

 

November 21, 2012

 

 

0.24

 

 

February 26, 2013

 

March 11, 2013

 

March 19, 2013

 

 

0.25

 

 

April 29, 2013

 

May 14, 2013

 

May 21, 2013

 

 

0.27

 

 

July 29, 2013

 

August 13, 2013

 

August 20, 2013

 

 

0.28

 

 

November 4, 2013

 

November 18, 2013

 

November 25, 2013

 

 

0.31

 

 

February 24, 2014

 

March 10, 2014

 

March 17, 2014

 

 

0.31

 

 

April 28, 2014

 

May 12, 2014

 

May 19, 2014

 

 

0.31

 

 

July 28, 2014

 

August 18, 2014

 

August 25, 2014

 

 

0.31

 

 

 

 

 

 

 

 

$

9.68

 

 

 

 

*

Dividend paid in cash and stock.

On July 28, 2014 the Board of Directors declared a cash dividend of $0.31 per share to be paid on August 25, 2014 to shareholders of record as of August 18, 2014. This dividend represents our thirty-sixth consecutive dividend declaration since our initial public offering, bringing the total cumulative dividend declared to date to $9.68 per share.

Our Board of Directors maintains a variable dividend policy with the objective of distributing four quarterly distributions in an amount that approximates 90 - 100% of our taxable quarterly income or potential annual income for a particular year. In addition, at the end of the year, our Board of Directors may choose to pay an additional special dividend, or fifth dividend, so that we may distribute approximately all of our annual taxable income in the year it was earned, or may elect to maintain the option to spill over our excess taxable income into the coming year for future dividend payments.

85


 

Distributions in excess of our current and accumulated earnings and profits would generally be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain. The determination of the tax attributes of our distributions is made annually as of the end of our fiscal year based upon our taxable income for the full year and distributions paid for the full year. Of the dividends declared during the years ended December 31, 2013 and 2012, 100% were distributions of ordinary income. There can be no certainty to stockholders that this determination is representative of what the tax attributes of our 2014 distributions to stockholders will actually be.

Each year a statement on Form 1099-DIV identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of paid-in-capital surplus which is a nontaxable distribution) is mailed to our stockholders. To the extent our taxable earnings fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to our stockholders.

We operate to qualify to be taxed as a RIC under the Code. Generally, a RIC is entitled to deduct dividends it pays to its shareholders from its income to determine “taxable income.” Taxable income includes our taxable interest, dividend and fee income, as well as taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized. In addition, gains realized for financial reporting purposes may differ from gains included in taxable income as a result of our election to recognize gains using installment sale treatment, which generally results in the deferment of gains for tax purposes until notes or other amounts, including amounts held in escrow, received as consideration from the sale of investments are collected in cash. Taxable income includes non-cash income, such as changes in accrued and reinvested interest and dividends, which includes contractual payment-in-kind interest, and the amortization of discounts and fees. Cash collections of income resulting from contractual PIK interest arrangements or the amortization of discounts and fees generally occur upon the repayment of the loans or debt securities that include such items. Non- cash taxable income is reduced by non-cash expenses, such as realized losses and depreciation and amortization expense.

As a RIC, we will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the 1-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year (the “Excise Tax Avoidance Requirements”). We will not be subject to excise taxes on amounts on which we are required to pay corporate income tax (such as retained net capital gains). Depending on the level of taxable income earned in a tax year, we may choose to carry over taxable income in excess of current year distributions from such taxable income into the next tax year and pay a 4% excise tax on such income, as required. The maximum amount of excess taxable income that may be carried over for distribution in the next year under the Code is the total amount of dividends paid in the following year, subject to certain declaration and payment guidelines. To the extent we choose to carry over taxable income into the next tax year, dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income, the distribution of prior year taxable income carried over into and distributed in the current year, or returns of capital.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. Our ability to make distributions will be limited by the asset coverage requirements under the 1940 Act.

We intend to distribute approximately $3.8 million of spillover earnings from the year ended December 31, 2013 to our shareholders in 2014.

We maintain an “opt-out” dividend reinvestment plan for our common stockholders. As a result, if we declare a dividend, cash dividends will be automatically reinvested in additional shares of our common stock unless the stockholder specifically “opts out” of the dividend reinvestment plan and chooses to receive cash dividends.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and revenues and expenses during the period reported. On an ongoing basis, our management evaluates its estimates and assumptions, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in our estimates and assumptions could materially impact our results of operations and financial condition.

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Valuation of Portfolio Investments

The most significant estimate inherent in the preparation of our consolidated financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded.

At June 30, 2014, approximately 86.2% of our total assets represented investments in portfolio companies that are valued at fair value by the Board of Directors. Value, as defined in Section 2(a)(41) of the 1940 Act, is (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is as determined in good faith by the Board of Directors. Our investments are carried at fair value in accordance with the 1940 Act and Accounting Standards Codification topic 820 Fair Value Measurements and Disclosures (“ASC 820”). Our debt securities are primarily invested in venture capital-backed companies in technology-related markets, including technology, biotechnology, life science and energy and renewables technology industries. Given the nature of lending to these types of businesses, our investments in these portfolio companies are generally considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for these investment securities to be traded or exchanged. As such, we value substantially all of our investments at fair value as determined in good faith pursuant to a consistent valuation policy and our Board of Directors in accordance with the provisions of ASC 820 and the 1940 Act. Due to the inherent uncertainty in determining the fair value of investments that do not have a readily available market value, the fair value of our investments determined in good faith by our Board of Directors may differ significantly from the value that would have been used had a readily available market existed for such investments, and the differences could be material.

We may from time to time engage an independent valuation firm to provide us with valuation assistance with respect to certain of our portfolio investments on a quarterly basis. We intend to continue to engage an independent valuation firm to provide us with assistance regarding our determination of the fair value of selected portfolio investments each quarter unless directed by the Board of Directors to cancel such valuation services. The scope of the services rendered by an independent valuation firm is at the discretion of the Board of Directors. Our Board of Directors is ultimately and solely responsible for determining the fair value of our investments in good faith.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Board of Directors has approved a multi-step valuation process each quarter, as described below:

(1) our quarterly valuation process begins with each portfolio company being initially valued by the investment professionals responsible for the portfolio investment;

(2) preliminary valuation conclusions are then documented and business based assumptions are discussed with our investment committee;

(3) the Audit Committee of the Board of Directors reviews the preliminary valuation of the investments in the portfolio company as provided by the investment committee, which incorporates the results of the independent valuation firm as appropriate.

(4) the Board of Directors, upon the recommendation of the Audit Committee, discusses valuations and determines the fair value of each investment in our portfolio in good faith based on the input of, where applicable, the respective independent valuation firm and the investment committee.

ASC 820 establishes a framework for measuring the fair value of the assets and liabilities and outlines a fair value hierarchy which prioritizes the inputs used to measure fair value and the effect of fair value measures on earnings. ASC 820 also enhances disclosure requirements for fair value measurements based on the level within the hierarchy of the information used in the valuation. ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. ASC 820 defines fair value as 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.

We have categorized all investments recorded at fair value in accordance with ASC 820 based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets at the measurement date. The types of assets carried at Level 1 fair value generally are equities listed in active markets.

Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset in connection with market data at the measurement date and for the extent of the instrument’s anticipated life. Fair valued assets that are generally included in this category are warrants held in a public company.

Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset at the measurement date. It includes prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. Generally, assets carried at fair value and included in this category are the debt investments and warrants and equities held in a private company.

87


 

In accordance with ASU 2011-04, the following table provides quantitative information about our Level 3 fair value measurements of our investments as of June 30, 2014. In addition to the techniques and inputs noted in the table below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The table below is not intended to be all-inclusive, but rather provides information on the significant Level 3 inputs as they relate to our fair value measurements.

 

Investment Type - Level Three Debt Investments

 

Fair Value at
June 30, 2014
(in thousands)

 

 

Valuation Techniques/

Methodologies

 

Unobservable Input (a)

 

Range

 

 

Weighted Average (b)

 

Pharmaceuticals

 

$

128,946

 

 

Originated Within 6 Months

 

Origination Yield

 

9.79% - 18.99%

 

 

 

13.54%

 

 

 

 

181,608

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

10.27% - 15.53%

 

 

 

13.32%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 0.50%

 

 

 

 

 

Medical Devices

 

 

29,099

 

 

Originated Within 6 Months

 

Origination Yield

 

11.46% - 15.83%

 

 

 

14.12%

 

 

 

 

74,460

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

12.74% - 19.70%

 

 

 

15.09%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 1.00%

 

 

 

 

 

 

 

 

4,442

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

30.00% - 70.00%

 

 

 

 

 

Technology

 

 

72,533

 

 

Originated Within 6 Months

 

Origination Yield

 

9.28% - 15.95%

 

 

 

14.01%

 

 

 

 

97,838

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

8.00% - 20.41%

 

 

 

14.56%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.50%) - 0.50%

 

 

 

 

 

 

 

 

118

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

0.00% - 100.00%

 

 

 

 

 

Energy Technology

 

 

45,168

 

 

Originated Within 6 Months

 

Origination Yield

 

11.64% - 17.29%

 

 

 

12.70%

 

 

 

 

88,836

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

13.25% - 27.39%

 

 

 

16.00%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.50%) - 2.50%

 

 

 

 

 

 

 

 

6,330

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

20.00% - 80.00%

 

 

 

 

 

Lower Middle Market

 

 

115,611

 

 

Market Comparable Companies

 

Adjusted SMi Leveraged Loan Indices

 

7.35% - 15.32%

 

 

 

13.35%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 1.50%

 

 

 

 

 

 

 

 

7,380

 

 

Liquidation(c)

 

Probability weighting of alternative outcomes

 

50.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments Where Fair Value Approximates Cost

 

 

 

 

30,687

 

 

Imminent Payoffs

 

 

 

 

 

 

 

 

 

 

 

 

 

14,974

 

 

Debt Investments Maturing in Less than One Year

 

 

 

$

898,030

 

 

Total Level Three Debt Investments

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of our debt securities are hypothetical market yields and premiums/(discounts). The hypothetical market yield is defined as the exit price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing participants. The premiums (discounts) relate to company specific characteristics such as underlying investment performance, security liens, and other characteristics of the investment. Significant increases (decreases) in the inputs in isolation would result in a significantly lower (higher) fair value measurement, depending on the materiality of the investment. Debt investments in the industries noted in our Schedule of Investments are included in the industries note above as follows:

Pharmaceuticals, above, is comprised of debt investments in the Specialty Pharmaceuticals, Drug Discovery and Development, Drug Delivery, and Diagnostics and Biotechnology industries in the Schedule of Investments.

Medical Devices, above, is comprised of debt investments in the Therapeutic, Surgical Devices, Medical Devices and Equipment and Biotechnology Tools industries in the Schedule of Investments.

Technology, above, is comprised of debt investments in the Software, Semiconductors, Electronics and Computer Hardware, Internet Consumer and Business Services, Information Services, Media/Content/Info and Communications and Networking industries in the Schedule of Investments.

Lower Middle Market, above, is comprised of debt investments in the Communications and Networking, Software, Electronics and Computer Hardware, Information Services, Internet Consumer and Business Services, Media/Content/Info, and Specialty Pharmaceuticals industries in the Schedule of Investments. Energy Technology, above, aligns with the Energy Technology industry in the Schedule of Investments.

(b)

The weighted averages are calculated based on the fair market value of each investment.

(c)

The significant unobservable input used in the fair value measurement of impaired debt securities is the probability weighting of alternative outcomes. The probability weighting of alternative outcomes is the probability assigned to different possible outcomes for our investment.

88


 

 

Investment Type - Level Three Debt Investments

 

Fair Value at

December 31, 2013

(in thousands)

 

 

Valuation Techniques/

Methodologies

 

Unobservable Input (a)

 

Range

 

 

Weighted Average (c)

 

Pharmaceuticals

 

$

25,811

 

 

Originated Within 6 Months

 

Origination Yield

 

12.56% - 14.53%

 

 

 

13.36%

 

 

 

 

250,607

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

13.83% - 15.47%

 

 

 

14.13%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 0.00%

 

 

 

 

 

Medical Devices

 

 

46,900

 

 

Originated Within 6 Months

 

Origination Yield

 

13.54% - 17.37%

 

 

 

14.87%

 

 

 

 

34,723

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

14.32% - 17.37%

 

 

 

15.23%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(1.00%) - 1.00%

 

 

 

 

 

Technology

 

 

18,796

 

 

Originated Within 6 Months

 

Origination Yield

 

10.62% - 15.97%

 

 

 

14.26%

 

 

 

 

98,290

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

14.72% - 21.08%

 

 

 

15.48%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 1.00%

 

 

 

 

 

 

 

 

1,643

 

 

Liquidation

 

Probability weighting of alternative outcomes

 

30.00% - 70.00%

 

 

 

 

 

Energy Technology

 

 

32,597

 

 

Originated Within 6 Months

 

Origination Yield

 

14.68% - 15.87%

 

 

 

15.17%

 

 

 

 

108,238

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

15.37%

 

 

 

15.37%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

(0.50%) - 1.50%

 

 

 

 

 

Lower Middle Market

 

 

121,347

 

 

Market Comparable Companies

 

Hypothetical Market Yield

 

14.83% - 19.73%

 

 

 

16.12%

 

 

 

 

 

 

 

 

 

Premium/(Discount)

 

0.00% - 1.00%

 

 

 

 

 

 

 

 

31,818

 

 

Broker Quote (b)

 

Price Quotes

 

99.50% - 100.25% of par

 

 

 

 

 

 

 

 

 

 

 

 

 

Par Value

 

$2.0 - $22.5 million

 

 

 

 

 

 

 

 

12,576

 

 

Liquidation

 

Probability weighting of alternative outcomes

 

20.00% - 80.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments Where Fair Value Approximates Amortized Cost

 

 

 

 

15,906

 

 

Imminent Payoffs

 

 

 

 

 

 

 

 

 

 

 

 

 

22,236

 

 

Debt Investments Maturing in Less than One Year

 

 

 

 

500

 

 

Convertible Debt at Par

 

 

 

$

821,988

 

 

Total Level Three Debt Investments

 

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of our debt securities are hypothetical market yields and premiums/(discounts). The hypothetical market yield is defined as the exit price of an investment in a hypothetical market to hypothetical market participants where buyers and sellers are willing participants. The premiums (discounts) relate to company specific characteristics such as underlying investment performance, security liens, and other characteristics of the investment. Significant increases (decreases) in the inputs in isolation would result in a significantly lower (higher) fair value measurement, depending on the materiality of the investment. Debt investments in the industries noted in our Schedule of Investments are included in the industries note above as follows:

Pharmaceuticals, above, is comprised of debt investments in the Specialty Pharmaceuticals, Drug Discovery and Development, Drug Delivery, and Diagnostics and Biotechnology industries in the Schedule of Investments.

Medical Devices, above, is comprised of debt investments in the Therapeutic, Surgical Devices, Medical Devices and Equipment and Biotechnology Tools industries in the Schedule of Investments.

Technology, above, is comprised of debt investments in the Software, Semiconductors, Electronics and Computer Hardware, Internet Consumer and Business Services, Information Services, Media/Content/Info and Communications and Networking industries in the Schedule of Investments.

Lower Middle Market, above, is comprised of debt investments in the Communications and Networking, Software, Electronics and Computer Hardware, Information Services, Internet Consumer and Business Services, Media/Content/Info, and Specialty Pharmaceuticals industries in the Schedule of Investments. Energy Technology, above, aligns with the Energy Technology industry in the Schedule of Investments. In our quarterly and annual reports filed with the Commission prior to the 2013 Annual Report on Form 10-K, we referred to the Energy Technology industry as “Clean Tech” and we referred to these investments as “Clean Tech” in the Schedule of Investments included in such reports.

(b)

A broker quote valuation technique was used to derive the fair value of debt investments which are part of a syndicated facility.

(c)

The weighted averages are calculated based on the fair market value of each investment.

89


 

 

Investment Type - Level Three

Equity and Warrant Investments

 

Fair Value at

June 30, 2014

(in thousands)

 

 

Valuation Techniques/

Methodologies

 

Unobservable Input (a)

 

Range

Equity Investments

 

$

11,079

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

5.1x - 23.1x

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.9x - 4.1x

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

10.8% - 33.3%

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

43.5% - 100.8%

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 0.8%

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

12 - 36

 

 

 

38,128

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

40.2% - 84.3%

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.0% - 1.1%

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

2 - 45

Warrant Investments

 

 

10,135

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

3.2x - 42.8x

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.4x - 7.5x

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

12.3% - 34.4%

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

39.6% - 118.3%

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 1.2%

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

12 - 48

 

 

 

6,748

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

29.9% - 95.4%

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 2.7%

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

9 - 48

Total Level Three Warrant and Equity Investments

 

$

66,090

 

 

 

 

 

 

 

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of our warrant and equity-related securities are revenue and/or EBITDA multiples and discounts for lack of marketability. Additional inputs used in the Black Scholes option pricing model include industry volatility, risk free interest rate and estimated time to exit. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.

(b)

Represents amounts used when we have determined that market participants would use such multiples when pricing the investments.

(c)

Represents amounts used when we have determined market participants would take into account these discounts when pricing the investments.

(d)

Represents the range of industry volatility used by market participants when pricing the investment.

 

Investment Type - Level Three

Equity and Warrant Investments

 

Fair Value at

December 31, 2013

(in thousands)

 

 

Valuation Techniques/

Methodologies

 

Unobservable Input (a)

 

Range

 

Equity Investments

 

$

10,244

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

8.6x - 17.7x

 

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.7x - 13.8x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

9.1% - 23.6%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

43.4% - 110.7%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 0.4%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

6 - 30

 

 

 

 

9,289

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

45.6% - 109.7%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 0.9%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

6 - 42

 

 

 

 

18,127

 

 

Other

 

Average Industry Volatility (d)

 

 

44.0%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

 

0.1%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

 

12

 

Warrant Investments

 

 

10,200

 

 

Market Comparable Companies

 

EBITDA Multiple (b)

 

5.0x - 51.4x

 

 

 

 

 

 

 

 

 

Revenue Multiple (b)

 

0.5x - 13.8x

 

 

 

 

 

 

 

 

 

Discount for Lack of Marketability (c)

 

6.4% - 36.0%

 

 

 

 

 

 

 

 

 

Average Industry Volatility (d)

 

21.3% - 110.7%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 1.0%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

6 - 48

 

 

 

 

8,913

 

 

Market Adjusted OPM Backsolve

 

Average Industry Volatility (d)

 

35.7% - 109.9%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 2.7%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

3 - 48

 

 

 

 

9,595

 

 

Other

 

Average Industry Volatility (d)

 

44.0% - 56.9%

 

 

 

 

 

 

 

 

 

Risk-Free Interest Rate

 

0.1% - 1.0%

 

 

 

 

 

 

 

 

 

Estimated Time to Exit (in months)

 

12 - 48

 

Total Level Three Warrant and Equity Investments

 

$

66,368

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The significant unobservable inputs used in the fair value measurement of our warrant and equity-related securities are revenue and/or EBITDA multiples and discounts for lack of marketability. Additional inputs used in the Black Scholes option pricing model include industry volatility, risk free interest rate and estimated time to exit. Significant increases (decreases) in the inputs in isolation would result in a significantly higher (lower) fair value measurement, depending on the materiality of the investment. For some investments, additional consideration may be given to data from the last round of financing or merger/acquisition events near the measurement date.

(b)

Represents amounts used when we have determined that market participants would use such multiples when pricing the investments.

(c)

Represents amounts used when we have determined market participants would take into account these discounts when pricing the investments.

(d)

Represents the range of industry volatility used by market participants when pricing the investment.

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Debt Investments

We follow the guidance set forth in ASC 820 which establishes a framework for measuring the fair value of assets and liabilities and outlines a fair value hierarchy which prioritizes the inputs used to measure fair value and the effect of fair value measures on earnings. Our debt securities are primarily invested in venture capital-backed companies in technology-related markets, including technology, biotechnology, life science and energy and renewables technology industries at all stages of development. Given the nature of lending to these types of businesses, our investments in these portfolio companies are considered Level 3 assets under ASC 820 because there is no known or accessible market or market indexes for debt instruments for these investment securities to be traded or exchanged.

In making a good faith determination of the value of our investments, we generally start with the cost basis of the investment, which includes the value attributed to the OID, if any, and PIK interest or other receivables which have been accrued to principal as earned. We then apply the valuation methods as set forth below.

We apply a procedure for debt investments that assumes a sale of investment in a hypothetical market to a hypothetical market participant where buyers and sellers are willing participants. The hypothetical market does not include scenarios where the underlying security was simply repaid or extinguished, but includes an exit concept. Under this process, we also evaluate the collateral for recoverability of the debt investments as well as apply all of its historical fair value analysis. We use pricing on recently issued comparable debt securities to determine the baseline hypothetical market yields as of the measurement date. We consider each portfolio company’s credit rating, security liens and other characteristics of the investment to adjust the baseline yield to derive a hypothetical yield for each investment as of the measurement date. The anticipated future cash flows from each investment are then discounted at the hypothetical yield to estimate each investment’s fair value as of the measurement date.

Our process includes, among other things, the underlying investment performance, the current portfolio company’s financial condition and market changing events that impact valuation, estimated remaining life, current market yield and interest rate spreads of similar securities as of the measurement date. We value our syndicated debt investments using broker quotes and bond indices amongst other factors. If there is a significant deterioration of the credit quality of a debt investment, we may consider other factors than those a hypothetical market participant would use to estimate fair value, including the proceeds that would be received in a liquidation analysis.

We record unrealized depreciation on investments when we believe that an investment has decreased in value, including where collection of a debt investment is doubtful or, if under the in-exchange premise, when the value of a debt security were to be less than amortized cost of the investment. Conversely, where appropriate, we record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and, therefore, that our investment has also appreciated in value or, if under the in-exchange premise, the value of a debt security were to be greater than amortized cost.

When originating a debt instrument, we generally receive warrants or other equity-related securities from the borrower. We determine the cost basis of the warrants or other equity-related securities received based upon their respective fair values on the date of receipt in proportion to the total fair value of the debt and warrants or other equity-related securities received. Any resulting discount on the debt investment from recordation of the warrant or other equity instruments is accreted into interest income over the life of the loan.

Equity-Related Securities and Warrants

Securities that are traded in the over-the-counter markets or on a stock exchange will be valued at the prevailing bid price at period end. We have a limited number of equity securities in public companies. In accordance with the 1940 Act, unrestricted publicly traded securities for which market quotations are readily available are valued at the closing market quote on the measurement date.

We estimate the fair value of warrants using a Black Scholes pricing model. At each reporting date, privately held warrant and equity related securities are valued based on an analysis of various factors including, but not limited to, the portfolio company’s operating performance and financial condition and general market conditions, price to enterprise value or price to equity ratios, discounted cash flow, valuation comparisons to comparable public companies or other industry benchmarks. When an external event occurs, such as a purchase transaction, public offering, or subsequent equity sale, the pricing indicated by that external event is utilized to corroborate our valuation of the warrant and equity related securities. We periodically review the valuation of our portfolio companies that have not been involved in a qualifying external event to determine if the enterprise value of the portfolio company may have increased or decreased since the last valuation measurement date.

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Income Recognition

We record interest income on the accrual basis and we recognize it as earned in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. Original Issue Discount (“OID”) initially represents the value of detachable equity warrants obtained in conjunction with the acquisition of debt securities and is accreted into interest income over the term of the loan as a yield enhancement. When a loan becomes 90 days or more past due, or if management otherwise does not expect the portfolio company to be able to service its debt and other obligations, we will generally place the loan on non-accrual status and cease recognizing interest income on that loan until all principal has been paid. Any uncollected interest related to prior periods is reversed from income in the period that collection of the interest receivable is determined to be doubtful. However, we may make exceptions to this policy if the investment has sufficient collateral value and is in the process of collection. At June 30, 2014, we had three debt investments on non-accrual with a cumulative cost and approximate fair value of $23.6 million and $7.4 million, respectively, compared to two debt investments on non-accrual at December 31, 2013 a cumulative cost and approximate fair market value of $23.3 million and $12.6 million, respectively.

Paid-In-Kind and End of Term Income

Contractual paid-in-kind (“PIK”) interest, which represents contractually deferred interest added to the loan balance that is generally due at the end of the loan term, is generally recorded on the accrual basis to the extent such amounts are expected to be collected. We will generally cease accruing PIK interest if there is insufficient value to support the accrual or we do not expect the portfolio company to be able to pay all principal and interest due. In addition, we may also be entitled to an end-of-term payment that we amortize into income over the life of the loan. To maintain our status as a RIC, PIK and end-of-term income must be paid out to stockholders in the form of dividends even though we have not yet collected the cash. Amounts necessary to pay these dividends may come from available cash or the liquidation of certain investments. We recorded approximately $872,000 and $1.7 million in PIK income in the three and six months ended June 30, 2014, respectively. We recorded approximately $983,000 and $1.8 million in PIK income in the three and six months ended June 30, 2013, respectively.

Fee Income

Fee income, generally collected in advance, includes loan commitment and facility fees for due diligence and structuring, as well as fees for transaction services and management services rendered by us to portfolio companies and other third parties. Loan and commitment fees are amortized into income over the contractual life of the loan. Management fees are generally recognized as income when the services are rendered. Loan origination fees are capitalized and then amortized into interest income using the effective interest rate method. In certain loan arrangements, warrants or other equity interests are received from the borrower as additional origination fees.

We recognize nonrecurring fees amortized over the remaining term of the loan commencing in the quarter relating to specific loan modifications. Certain fees may still be recognized as one-time fees, including prepayment penalties, fees related to select covenant default waiver fees and acceleration of previously deferred loan fees and original issue discount (OID) related to early loan pay-off or material modification of the specific debt outstanding.

Equity Offering Expenses

Our offering costs are charged against the proceeds from equity offerings when received.

Debt Issuance Costs

Debt issuance costs are fees and other direct incremental costs incurred by us in obtaining debt financing. Debt issuance costs are recognized as prepaid expenses and amortized over the life of the related debt instrument using the straight line method, which closely approximates the effective yield method.

Stock-Based Compensation

We have issued and may, from time to time, issue additional stock options and restricted stock to employees under our 2004 Equity Incentive Plan and Board members under our 2006 Equity Incentive Plan. We follow ASC 718, formally known as FAS 123R “Share-Based Payments” to account for stock options granted. Under ASC 718, compensation expense associated with stock-based compensation is measured at the grant date based on the fair value of the award and is recognized over the vesting period. Determining the appropriate fair value model and calculating the fair value of stock-based awards at the grant date requires judgment, including estimating stock price volatility, forfeiture rate and expected option life.

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Income Taxes

We operate to qualify to be taxed as a RIC under the Code. Generally, a RIC is entitled to deduct dividends it pays to its shareholders from its income to determine “taxable income.” Taxable income includes our taxable interest, dividend and fee income, as well as taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized. In addition, gains realized for financial reporting purposes may differ from gains included in taxable income as a result of our election to recognize gains using installment sale treatment, which generally results in the deferment of gains for tax purposes until notes or other amounts, including amounts held in escrow, received as consideration from the sale of investments are collected in cash.

Taxable income includes non-cash income, such as changes in accrued and reinvested interest and dividends, which includes contractual PIK interest arrangements, and the amortization of discounts and fees. Cash collections of income resulting from contractual PIK interest arrangements or the amortization of discounts and fees generally occur upon the repayment of the loans or debt securities that include such items. Non-cash taxable income is reduced by non-cash expenses, such as realized losses and depreciation and amortization expense.

As a RIC, we will be subject to a 4% nondeductible federal excise tax on certain undistributed income unless the we distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the 1-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year (the “Excise Tax Avoidance Requirements”). We will not be subject to excise taxes on amounts on which we are required to pay corporate income tax (such as retained net capital gains).

Depending on the level of taxable income earned in a tax year, we may choose to carry over taxable income in excess of current year distributions from such taxable income into the next tax year and pay a 4% excise tax on such income, as required. The maximum amount of excess taxable income that may be carried over for distribution in the next year under the Code is the total amount of dividends paid in the following year, subject to certain declaration and payment guidelines. To the extent we choose to carry over taxable income into the next tax year, dividends declared and paid by us in a year may differ from taxable income for that year as such dividends may include the distribution of current year taxable income, the distribution of prior year taxable income carried over into and distributed in the current year, or returns of capital.

At December 31, 2013 no excise tax was recorded. We intend to distribute approximately $3.8 million of spillover earnings from the year ended December 31, 2013 to our shareholders in 2014.

Because federal income tax regulations differ from accounting principles generally accepted in the United States, distributions in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Differences may be permanent or temporary. Permanent differences are reclassified among capital accounts in the financial statement to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future. Differences in classification may also result from the treatment of short-term gains as ordinary income for tax purposes.

Recent Accounting Pronouncements

In June 2013, the FASB issued ASU 2013-08, “Financial Services - Investment Companies (Topic 946): Amendments to the Scope, Measurement, and Disclosure Requirements,” which amends the criteria that define an investment company and clarifies the measurement guidance and requires new disclosures for investment companies. Under ASU 2013-08, an entity already regulated under the 1940 Act is automatically an investment company under the new GAAP definition, so we have concluded that there is no impact from adopting this standard on our statement of assets and liabilities or results of operations. We have adopted this standard for our fiscal year ending December 31, 2014.

Subsequent Events

Dividend Declaration

On July 28, 2014 the Board of Directors declared a cash dividend of $0.31 per share to be paid on August 25, 2014 to shareholders of record as of August 18, 2014. This dividend represents our thirty-sixth consecutive dividend declaration since our initial public offering, bringing the total cumulative dividend declared to date to $9.68 per share.

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Appointment of Chief Operating Officer

Effective July 8, 2014, the Company’s Board of Directors appointed Harry A. Feuerstein as the Company’s Chief Operating Officer. Mr. Feuerstein, age 52, joined the Company in July 2014. Mr. Feuerstein previously served as president and as a board member of Merryck & Co., Americas, and also served as an Operating Executive of Morgan Joseph Tri Artisan and as a Managing Director of W2 GreenTech. Prior to such roles, Mr. Feuerstein held several executive-level positions at Siemens USA, including as CEO of Siemens Government Inc., with experience in energy, technology and healthcare matters. Mr. Feuerstein is also the former CEO of a subsidiary of Trizechahn Corporation and was a partner at National Capital Companies and its related broker dealer. Mr. Feuerstein received his BA from Washington and Lee University, and he received an MBA from Hofstra University.

Appointment of Director

On July 8, 2014, our Board of Directors elected Mr. Thomas Fallon as a director of the Company. In connection with his election, the Board of Directors increased the size of the Board of Directors to four directors. There are no arrangements or understandings between Mr. Fallon and any other persons pursuant to which Mr. Fallon was elected as a director of the Company. Mr. Fallon will be entitled to applicable retainer and meeting fees and an option award pursuant to the Company’s director compensation arrangements, under terms consistent with those previously disclosed by the Company. Mr. Fallon also will be entitled to enter into an indemnification agreement with the Company.

Mr. Fallon joined the Company as a Director in 2014 and will hold office for a term expiring in 2015. Mr. Fallon has served as Chief Executive Officer of Infinera Corporation since June 2013 and as a member of Infinera’s board of directors since July 2009. From January 2010 to June 2013, Mr. Fallon served as Infinera’s President and Chief Executive Officer, and Mr. Fallon served as Infinera’s Chief Operating Officer from October 2006 to December 2009, and as its Vice President of Engineering and Operations from April 2004 to September 2006. From August 2003 to March 2004, Mr. Fallon was Vice President, Corporate Quality and Development Operations of Cisco Systems, Inc., a networking and telecommunications company. From May 2001 to August 2003, Mr. Fallon served as General Manager of Cisco Systems’ Optical Transport Business Unit. Mr. Fallon holds a B.S.M.E. and M.B.A. from the University of Texas at Austin, and is currently a member of the Engineering Advisory Board of the University of Texas at Austin.

Liquidity and Capital Resources

6.25% Notes Due 2024

On July 14, 2014, we and U.S. Bank, N.A. (the “Trustee”), entered into the Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture (the “Indenture”) between us and the Trustee, dated July 14, 2014, relating to our issuance, offer and sale of $100.0 million aggregate principal amount of 6.25% senior notes due 2024 (the “2024 Notes”). The sale of the 2024 Notes generated net proceeds of approximately $97.0 million.

The 2024 Notes will mature on July 30, 2024 and may be redeemed in whole or in part at our option at any time or from time to time on or after July 30, 2017, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount thereof plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to but not including the date fixed for redemption. The 2024 Notes bear interest at a rate of 6.25% per year payable quarterly on January 30, April 30, July 30 and October 30 of each year, commencing on July 30, 2014.

The 2024 Notes will be our direct unsecured obligations and will rank: (i) pari passu with the our other outstanding and future senior unsecured indebtedness, including without limitation, the $73.1 million 6.00% Convertible Senior Notes due 2016 (the “Convertible Senior Notes”); the approximately $84.5 million 7.00% Senior Notes due April 30, 2019 (the “April 2019 Notes”); the approximately $85.9 million 7.00% Senior Notes due September 30, 2019 (the “September 2019 Notes” and together with the April 2019 Notes, the “2019 Notes”) and the approximately $46.5 million fixed-rate asset-backed notes (the “Asset-Backed Notes”); (ii) senior to any of our future indebtedness that expressly provides it is subordinated to the 2024 Notes; (iii) effectively subordinated to all our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness, including without limitation, borrowings under our credit facilities; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of our subsidiaries, including without limitation, the indebtedness of HT II and HT III and any borrowings under our revolving senior secured credit facility with Wells Fargo Capital Finance.

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The Indenture, as supplemented by the Third Supplemental Indenture, contains certain covenants including covenants requiring us to comply with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act and to comply with the restrictions on dividends, distributions and purchase of capital stock set forth in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act. These covenants are subject to important limitations and exceptions that are described in the Indenture, as supplemented by the Third Supplemental Indenture. The Indenture, as supplemented by the Third Supplemental Indenture, also contains certain reporting requirements, including a requirement that we provide financial information to the holders of the 2024 Notes and the Trustee if we should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. The Indenture provides for customary events of default and further provides that the Trustee or the holders of 25% in aggregate principal amount of the outstanding 2024 Notes in a series may declare such 2024 Notes immediately due and payable upon the occurrence of any event of default after expiration of any applicable grace period.

The 2024 Notes were sold pursuant to an underwriting agreement dated July 14, 2014 among us and Keefe, Bruyette & Woods, Inc., Jefferies LLC and RBC Capital Markets, LLC acting as representatives of the several underwriters named in the underwriting agreement. We granted the underwriters an option to purchase up to an additional $4.6 million in total aggregate principal amount of the 2024 Notes to cover over-allotments, if any. On August 6, 2014, the underwriters issued notification to exercise their over-allotment option for an additional $3.0 million in aggregate principal amount of the 2024 Notes.

We expect to use the net proceeds from this offering to fund investments in debt and equity securities in accordance with our investment objective and for other general corporate purposes. We may also use the net proceeds from this offering to fund the conversion of any of our Convertible Senior Notes which holders may elect to convert. The transaction closed on July 14, 2014.

Convertible Senior Notes

In April 2011, we issued $75.0 million in aggregate principal amount of 6.00% convertible senior notes, or the Convertible Senior Notes, due 2016. As of June 30, 2014, the carrying value of the Convertible Senior Notes, comprised of the aggregate principal amount outstanding less the unaccreted discount initially recorded upon issuance of the Convertible Senior Notes, is approximately $73.1 million.

The Convertible Senior Notes are convertible into shares of our common stock beginning October 15, 2015, or, under certain circumstances, earlier. Upon conversion of the Convertible Notes, we have the choice to pay or deliver, as the case may be, at our election, cash, shares of our common stock or a combination of cash and shares of our common stock. The current conversion price of the Convertible Senior Notes is approximately $11.49 per share of common stock, in each case subject to adjustment in certain circumstances. Upon meeting the stock trading price conversion requirement during the three months ended June 30, 2014, the Convertible Senior Notes became convertible on July 1, 2014 and continue to be convertible through September 30, 2014.

On July 14, 2014 and July 15, 2014, approximately $33.9 million of the Convertible Senior Notes converted, and on August 5, 2014 and August 6, 2014 these Convertible Senior Notes were settled with a combination of cash equal to the outstanding principal amount of the converted notes and approximately 921,000 shares of the Company’s common stock. An additional approximately $8,000 of the Convertible Senior Notes converted on August 6, 2014 and will be settled in August 2014.

Amendment to Union Bank Facility

On July 8, 2014 we entered into an amendment to the Union Bank Facility which permitted us to issue additional senior notes relating to our offer and sale of $100.0 million aggregate principal amount of 6.25% senior notes due 2024 (the “2024 Notes”). Pursuant to the terms of the amendment, we are permitted to increase our unsecured indebtedness by an aggregate original principle amount not to exceed $275.0 million incurred after March 30, 2012 in one or more instances, provided certain conditions are satisfied for each issuance.

Closed and Pending Commitments

As of August 4, 2014, Hercules has:

a.

Closed commitments of approximately $47.7 million to new and existing portfolio companies, and funded approximately $14.2 million since the close of the second quarter of 2014.

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b.

Pending commitments (signed non-binding term sheets) of approximately $134.6 million. The table below summarizes our year-to-date closed and pending commitments as follows:

 

Closed Commitments and Pending Commitments (in millions)

 

 

 

January 1 - June 30, 2014 Closed Commitments

$

392.7

 

Q3-14 Closed Commitments (as of August 4, 2014)

$

47.7

 

Total Year-to-date 2014 Closed Commitments (a)

$

440.4

 

Pending Commitments (as of August 4, 2014)(b)

$

134.6

 

Year to date 2014 Closed and Pending Commitments

$

575.0

 

Notes:

a.

Closed Commitments may include renewals of existing credit facilities. Not all Closed Commitments result in future cash requirements. Commitments generally fund over the two succeeding quarters from close.

b.

Not all pending commitments (signed non-binding term sheets) are expected to close and do not necessarily represent any future cash requirements.

Portfolio Company Developments

As of June 30, 2014, we held warrants or equity positions in five companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential initial public offerings, including Box, Inc., Dance Biopharm, Inc., Good Technology, Inc., Zosano, Inc., and one company which filed confidentially under the JOBS Act. In addition, subsequent to June 30, 2014 the following portfolio companies announced M&A transactions:

1.

In July 2014, our portfolio company Transcept Pharmaceuticals, Inc. (Nasdaq: TSPT) and our portfolio company Paratek Pharmaceuticals, Inc. entered into a definitive merger agreement under which the stockholders of Paratek will become the majority owners of Transcept and the operations of Transcept and Paratek will be combined.

2.

In August 2014, one Hercules portfolio company was acquired.  This liquidity event represents a net gain of approximately $1.6 million, an internal rate of return of approximately 18.5 percent (excluding proceeds in escrow), and a gross multiple of approximately 3.0x on Hercules total investment in this portfolio company.

 

 

 

 

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are subject to financial market risks, including changes in interest rates. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in interest rates may affect both our cost of funding and our interest income from portfolio investments, cash and cash equivalents and idle funds investments. Our investment income will be affected by changes in various interest rates, including LIBOR and Prime rates, to the extent our debt investments include variable interest rates. As of June 30, 2014, approximately 98.1% of the loans in our portfolio had variable rates based on floating Prime or LIBOR rates, or variable rates with a floor. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio.

Based on our Consolidated Statement of Assets and Liabilities as of June 30, 2014, the following table shows the approximate annualized increase (decrease) in components of net assets resulting from operations of hypothetical base rate changes in interest rates, assuming no changes in our investments and borrowings.

 

(in thousands)

 

Interest

 

 

Interest

 

 

Net

 

Basis Point Change(1)

 

Income

 

 

Expense

 

 

Income

 

100

 

$

5,987

 

 

$

 

 

$

5,987

 

200

 

$

12,145

 

 

$

 

 

$

12,145

 

300

 

$

21,482

 

 

$

 

 

$

21,482

 

400

 

$

30,680

 

 

$

 

 

$

30,680

 

500

 

$

39,132

 

 

$

 

 

$

39,132

 

 

 

(1)

A decline in interest rates would not have a material impact on our Consolidated Financial Statements.

We do not currently engage in any hedging activities. However, we may, in the future, hedge against interest rate fluctuations by using standard hedging instruments such as futures, options, and forward contracts. While hedging activities may insulate us against changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our borrowed funds and higher interest rates with respect to our portfolio of investments. During the six-month period ended June 30, 2014, we did not engage in interest rate hedging activities.

Although we believe that the foregoing analysis is indicative of our sensitivity to interest rate changes, it does not adjust for potential changes in the credit market, credit quality, size and composition of the assets in our portfolio. It also does not adjust for other business developments, including borrowings under our Credit Facilities, SBA debentures, Convertible Senior Notes, 2019 Notes and Asset-Backed Notes, that could affect the net increase in net assets resulting from operations, or net income. Accordingly, no assurances can be given that actual results would not differ materially from the statement above.

Because we currently borrow, and plan to borrow in the future, money to make investments, our net investment 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 investment income. In periods of rising interest rates, our cost of funds would increase, which could reduce our net investment income if there is not a corresponding increase in interest income generated by variable rate assets in our investment portfolio.

For additional information regarding the interest rate associated with each of our Credit Facilities, SBA debentures, Convertible Senior Notes, 2019 Notes and Asset-Backed Notes, please refer to “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition, Liquidity and Capital Resources - Outstanding Borrowings” in this quarterly report on Form 10-Q.

 

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our chief executive and chief financial officers, under the supervision and with the participation of our management, conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of the end of the period covered by this quarterly report on Form 10-Q, our chief executive and chief financial officers have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

There have been no other changes in our internal control over financing reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended, that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

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PART II: OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

We may, from time to time, be involved in litigation arising out of our operations in the normal course of business or otherwise. Furthermore, third parties may try to seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

 

ITEM  1A.

RISK FACTORS

In addition to the risks discussed below, important risk factors that could cause results or events to differ from current expectations are described in Part I, Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on February 27, 2014.

Our financial results could be negatively affected if a significant portfolio investment fails to perform as expected.

Our total investment in companies may be significant individually or in the aggregate. As a result, if a significant investment in one or more companies fails to perform as expected, our financial results could be more negatively affected and the magnitude of the loss could be more significant than if we had made smaller investments in more companies. The following table shows the fair value of the totals of investments held in portfolio companies at June 30, 2014 that represent greater than 5% of our net assets:

 

 

June 30, 2014

 

(in thousands)

Fair Value

 

 

Percentage of

Net Assets

 

Merrimack Pharmaceuticals, Inc.

$

45,741

 

 

 

6.9%

 

 

Merrimack Pharmaceuticals, Inc. is a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines paired with companion diagnostics for the treatment of serious diseases, with an initial focus on cancer.

Our financial results could be materially adversely affected if these portfolio companies or any of our other significant portfolio companies encounter financial difficulty and fail to repay their obligations or to perform as expected.

 

 

 

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six month period ended June 30, 2014, we issued approximately 45,000 shares of common stock to shareholders in connection with the dividend reinvestment plan. These issuances were not subject to the registration requirements of the Securities Act of 1933, as amended. The aggregate value of the shares of our common stock issued under our dividend reinvestment plan was approximately $664,000.

 

ITEM  3.

DEFAULTS UPON SENIOR SECURITIES

Not Applicable

 

ITEM 4.

MINE SAFETY DISCLOSURES

Not Applicable

 

ITEM  5.

OTHER INFORMATION

Not Applicable

 

ITEM 6.

EXHIBITS

 

Exhibit
Number

  

Description

 

31.1

  

 

Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

31.2

  

 

Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

32.1

  

 

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

32.2

  

 

Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

*

Filed herewith.

 

 

 

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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (Registrant)

 

Dated: August 7, 2014

 

/S/ MANUEL A. HENRIQUEZ

 

 

Manuel A. Henriquez

 

 

Chairman, President, and Chief Executive Officer

 

 

Dated: August 7, 2014

 

/S/ JESSICA BARON 

 

 

Jessica Baron

 

 

Vice President, Finance and Chief Financial Officer

 

 

 

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EXHIBIT INDEX

 

Exhibit

Number

  

Description

 

31.1

  

 

Chief Executive Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

31.2

  

 

Chief Financial Officer Certification Pursuant to Exchange Act Rule 13a-14 (a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

32.1

  

 

Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

32.2

  

 

Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

 

*

Filed herewith.

 

102