Filed Pursuant to Rule 497
Registration No. 333-203511
PROSPECTUS SUPPLEMENT
(To prospectus dated August 24, 2016)
Up to $150,000,000
6.25% Notes due 2024
We are an internally managed, non-diversified, closed-end investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended. Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our warrant and equity-related investments.
We have entered into a Debt Distribution Agreement, dated October 11, 2016, or the Distribution Agreement, pursuant to which we may offer for sale, from time to time, up to $150,000,000 in aggregate principal amount of 6.25% notes due 2024, or the Notes, through FBR Capital Markets & Co., acting as our sales agent, or the Agent. Sales of the Notes, if any, may be made in negotiated transactions or transactions that are deemed to be at the market offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on the New York Stock Exchange, or NYSE, or similar securities exchange or sales made through a market maker other than on an exchange at prices related to prevailing market prices or at negotiated prices.
The Agent will receive a commission from us equal to up to 2.00% of the gross sales of any Notes sold through the Agent under the Distribution Agreement. The Agent is not required to sell any specific principal amount of Notes, but will use its commercially reasonable efforts consistent with its sales and trading practices to sell the Notes offered by this prospectus supplement and the accompanying prospectus. See Plan of Distribution beginning on page S-22 of this prospectus supplement.
The Notes offered hereby will be a further issuance of, are fungible with, rank equally in right of payment with, and form a single series for all purposes under the indenture governing the Notes including, without limitation, waivers, amendments, consents, redemptions and other offers to purchase and voting, with each of the $103,000,000, $72,945,050 and $69,000,000 aggregate principal amount of 6.25% notes due 2024 initially issued by us on July 14, 2014, May 2, 2016, and June 27, 2016, respectively, or the Existing Notes. The Existing Notes and the Notes will mature on July 30, 2024. We will pay interest on the Notes on January 30, April 30, July 30 and October 30 of each year, beginning on October 30, 2016. Any purchaser of the Notes will pay for any interest accrued from the interest payment date preceding the issuance date of the Notes up to, but excluding, the issuance date of the Notes. We may redeem the Notes in whole or in part at any time or from time to time, at the redemption price set forth under Specific Terms of the Notes and the OfferingOptional Redemption in this prospectus supplement. The Notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof. From October 11, 2016, the date that we commenced this offering, through November 7, 2016, we sold 140,750 Notes in an aggregate principal amount of $3.6 million at an average price of $25.61 for aggregate net proceeds of $3.6 million.
The Notes will be our direct unsecured obligations and rank pari passu, or equally in right of payment, with all outstanding and future unsecured unsubordinated indebtedness issued by Hercules Capital, Inc.
The Existing Notes are listed on the NYSE, and trade on the NYSE under the symbol HTGX. We intend to list the Notes offered hereby on the NYSE under the same trading symbol. The Notes are expected to trade flat, which means that purchasers in the secondary market will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not reflected in the trading price.
On November 7, 2016, there were 140,750 Notes issued and outstanding and the last reported sales price on the NYSE of the Notes was $25.48 per Note.
An investment in the Notes involves risks that are described in the Supplementary Risk Factors section beginning on page S-14 in this prospectus supplement and the Risk Factors section beginning on page 11 of the accompanying prospectus.
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
This prospectus supplement and the accompanying prospectus contain important information you should know before investing in the Notes. Please read this prospectus supplement and the accompanying prospectus before investing and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC. This information is available free of charge by contacting us at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301, or by telephone by calling collect at (650) 289-3060 or on our website at www.htgc.com. The information on the websites referred to herein is not incorporated by reference into this prospectus supplement or the accompanying prospectus. The SEC also maintains a website at www.sec.gov that contains information about us.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the Notes in book-entry form only through The Depository Trust Company will be made on or about the third trading date following the date of purchase.
FBR
The date of this prospectus supplement is November 14, 2016.
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not, and the Agent has not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the Agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplement or such prospectus, as applicable. Our business, financial condition, results of operations and prospects may have changed since that date.
This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differs from the information contained in the accompanying prospectus, the information in this prospectus supplement shall control. You should read this prospectus supplement and the accompanying prospectus together with the additional information described under the heading, Available Information before investing in our Notes.
We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to this prospectus supplement document and accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Prospectus Supplement
Prospectus
S-i
S-ii
This summary highlights some of the information in this prospectus supplement and may not contain all of the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus supplement and the accompanying prospectus and the documents that are referenced in this prospectus supplement and the accompanying prospectus, together with any accompanying supplements. In this prospectus supplement and the accompanying prospectus, unless the context otherwise requires, the Company, Hercules Capital, Hercules, we, us and our refer to Hercules Capital, Inc., formerly known as Hercules Technology Growth Capital, Inc., and our wholly-owned subsidiaries. On March 6, 2012, we entered into an indenture (the Base Indenture) between us and U.S. Bank National Association (the Trustee). On July 14, 2014, we and the Trustee entered into the third supplemental indenture to the Base Indenture (the Third Supplemental Indenture and, together with the Base Indenture, the Indenture) relating to our issuance, offer and sale of the Existing Notes. We will issue the Notes offered hereby under the same Third Supplemental Indenture. The Notes offered hereby will be a further issuance of, are fungible with, rank equally in right of payment with, and form a single series for all purposes with the Existing Notes. Unless otherwise indicated, the Notes offered hereby and the Existing Notes are collectively referred to herein as the Notes. The Notes offered hereby and the Existing Notes will be treated as a single series for all purposes under the Indenture and the Third Supplemental Indenture including, without limitation, waivers, amendments, consents, redemptions and other offers to purchase and voting.
Our Company
We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed companies in a broadly diversified variety of technology, life sciences and sustainable and renewable technology industries. Our investment objective is to maximize our portfolio total return by generating current income from our debt investments and capital appreciation from our warrant and equity-related investments. We are an internally-managed, non-diversified closed-end investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Effective January 1, 2006, we elected to be treated for tax purposes as a regulated investment company, or RIC, under the Internal Revenue Code of 1986, as amended, or the Code.
As of September 30, 2016, our total assets were approximately $1.4 billion, of which our investments comprised $1.3 billion at fair value and $1.4 billion at cost. Since inception through September 30, 2016, we have made debt commitments of over $6.3 billion to our portfolio companies.
We also make investments in qualifying small businesses through our two wholly owned small business investment companies, or SBICs. Our SBIC subsidiaries, Hercules Technology II, L.P., or HT II, and Hercules Technology III, L.P., or HT III, hold approximately $100.4 million and $252.7 million in assets, respectively, and accounted for approximately 5.5% and 14.0% of our total assets, respectively, prior to consolidation at September 30, 2016. As of September 30, 2016, the maximum statutory limit on the dollar amount of combined outstanding Small Business Administration, or the SBA, guaranteed debentures is $350.0 million, subject to periodic adjustments by the SBA. In aggregate, at September 30, 2016, with our net investment of $118.5 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. At September 30, 2016, we have issued $190.2 million in SBA-guaranteed debentures in our SBIC subsidiaries. See RegulationSmall Business Administration Regulations in the accompanying prospectus for additional information regarding our SBIC subsidiaries.
As of September 30, 2016, our investment professionals, including Manuel A. Henriquez, our co-founder, Chairman, President and Chief Executive Officer, are currently comprised of 34 professionals who have, on average, more than 15 years of experience in venture capital, structured finance, commercial lending or
S-1
acquisition finance with the types of technology-related companies that we are targeting. We believe that we can leverage the experience and relationships of our management team to successfully identify attractive investment opportunities, underwrite prospective portfolio companies and structure customized financing solutions.
Organizational Chart
The following chart summarizes our organizational structure as of November 7, 2016. This chart is provided for illustrative purposes only.
Our Market Opportunity
We believe that technology-related companies compete in one of the largest and most rapidly growing sectors of the U.S. economy and that continued growth is supported by ongoing innovation and performance improvements in technology products as well as the adoption of technology across virtually all industries in response to competitive pressures. We believe that an attractive market opportunity exists for a specialty finance company focused primarily on investments in structured debt with warrants in technology-related companies for the following reasons:
| Technology-related companies have generally been underserved by traditional lending sources; |
| Unfulfilled demand exists for structured debt financing to technology-related companies due to the complexity of evaluating risk in these investments; and |
| Structured debt with warrants products are less dilutive and complement equity financing from venture capital and private equity funds. |
S-2
Technology-Related Companies are Underserved by Traditional Lenders. We believe many viable technology-related companies backed by financial sponsors have been unable to obtain sufficient growth financing from traditional lenders, including financial services companies such as commercial banks and finance companies because traditional lenders have continued to consolidate and have adopted a more risk-averse approach to lending. More importantly, we believe traditional lenders are typically unable to underwrite the risk associated with these companies effectively.
The unique cash flow characteristics of many technology-related companies typically include significant research and development expenditures and high projected revenue growth thus often making such companies difficult to evaluate from a credit perspective. In addition, the balance sheets of these companies often include a disproportionately large amount of intellectual property assets, which can be difficult to value. Finally, the speed of innovation in technology and rapid shifts in consumer demand and market share add to the difficulty in evaluating technology-related companies.
Due to the difficulties described above, we believe traditional lenders generally refrain from entering the structured debt financing marketplace, instead preferring the risk-reward profile of asset based lending. Traditional lenders generally do not have flexible product offerings that meet the needs of technology-related companies. The financing products offered by traditional lenders typically impose on borrowers many restrictive covenants and conditions, including limiting cash outflows and requiring a significant depository relationship to facilitate rapid liquidation.
Unfulfilled Demand for Structured Debt Financing to Technology-Related Companies. Private debt capital in the form of structured debt financing from specialty finance companies continues to be an important source of funding for technology-related companies. We believe that the level of demand for structured debt financing is a function of the level of annual venture equity investment activity.
We believe that demand for structured debt financing is currently underserved. The venture capital market for the technology-related companies in which we invest has been active. Therefore, to the extent we have capital available, we believe this is an opportune time to be active in the structured lending market for technology-related companies.
Structured Debt with Warrants Products Complement Equity Financing From Venture Capital and Private Equity Funds. We believe that technology-related companies and their financial sponsors will continue to view structured debt securities as an attractive source of capital because it augments the capital provided by venture capital and private equity funds. We believe that our structured debt with warrants product provides access to growth capital that otherwise may only be available through incremental investments by existing equity investors. As such, we provide portfolio companies and their financial sponsors with an opportunity to diversify their capital sources. Generally, we believe many technology-related companies at all stages of development target a portion of their capital to be debt in an attempt to achieve a higher valuation through internal growth. In addition, because financial sponsor-backed companies have reached a more mature stage prior to reaching a liquidity event, we believe our investments could provide the debt capital needed to grow or recapitalize during the extended period sometimes required prior to liquidity events.
Our Business Strategy
Our strategy to achieve our investment objective includes the following key elements:
Leverage the Experience and Industry Relationships of Our Management Team and Investment Professionals. We have assembled a team of experienced investment professionals with extensive experience as venture capitalists, commercial lenders, and originators of structured debt and equity investments in technology-related companies.
S-3
Mitigate Risk of Principal Loss and Build a Portfolio of Equity-Related Securities. We expect that our investments have the potential to produce attractive risk-adjusted returns through current income, in the form of interest and fee income, as well as capital appreciation from warrant and equity-related securities. We believe that we can mitigate the risk of loss on our debt investments through the combination of loan principal amortization, cash interest payments, relatively short maturities (typically between 2448 months), security interests in the assets of our portfolio companies, and on select investment covenants requiring prospective portfolio companies to have certain amounts of available cash at the time of our investment and the continued support from a venture capital or private equity firm at the time we make our investment.
Provide Customized Financing Complementary to Financial Sponsors Capital. We offer a broad range of investment structures and possess expertise and experience to effectively structure and price investments in technology-related companies.
Invest at Various Stages of Development. We provide growth capital to technology-related companies at all stages of development, including select publicly listed companies and select special opportunity lower middle market companies that require additional capital to fund acquisitions, recapitalizations and refinancings and established-stage companies.
Benefit from Our Efficient Organizational Structure. We believe that the perpetual nature of our corporate structure enables us to be a long-term partner for our portfolio companies in contrast to traditional investment funds, which typically have a limited life. In addition, because of our access to the equity markets, we believe that we may benefit from a lower cost of capital than that available to private investment funds.
Deal Sourcing Through Our Proprietary Database. We have developed a proprietary and comprehensive SQL database system to track various aspects of our investment process including sourcing, originations, transaction monitoring and post-investment performance.
Recent Developments
Dividend Distribution Declaration
On October 26, 2016, our board of directors (the Board of Directors) declared a cash dividend distribution of $0.31 per share to be paid on November 21, 2016 to stockholders of record as of November 14, 2016. This dividend distribution represents our forty-fifth consecutive dividend declaration since our initial public offering, bringing the total cumulative dividend declared to date to $12.47 per share.
2024 Notes ATM Program
Subsequent to September 30, 2016 and as of November 7, 2016, we sold 140,750 Notes for approximately $3.6 million in aggregate principal amount. As of November 7, 2016 approximately $146.4 million in aggregate principal amount remains available for issuance and sale under the debt distribution agreement.
ATM Equity Program Issuances
Subsequent to September 30, 2016 and as of November 7, 2016, we sold 786,000 shares of common stock for total accumulated net proceeds of approximately $10.6 million, including $107,000 of offering expenses, under our ATM equity distribution agreement with JMP. As of November 7, 2016 approximately 2.4 million shares remain available for issuance and sale under the equity distribution agreement.
S-4
Employee Additions
In September 2016, we hired Paul Gibson as Managing Director in the Technology Group in Hercules Washington DC office. Mr. Gibson is a seasoned executive with more than 20 years of commercial banking experience, including more than 13 years in venture lending, focused on structuring financial transactions for growth technology and life sciences-related companies.
Closed and Pending Commitments
As of November 7, 2016, we have:
| Closed debt and equity commitments of approximately $50.8 million to new and existing portfolio companies and funded approximately $52.0 million subsequent to September 30, 2016. |
| Pending commitments (signed non-binding term sheets) of approximately $150.0 million. The table below summarizes our year-to-date closed and pending commitments as follows: |
Closed Commitments and Pending Commitments (in millions) |
||||
January 1September 30, 2016 Closed Commitments |
$ | 603.0 | ||
Q4 2016 Closed Commitments (as of November 7, 2016)(a) |
$ | 50.8 | ||
Pending Commitments (as of November 7, 2016)(b) |
$ | 150.0 | ||
|
|
|||
Closed and Pending Commitments as of November 7, 2016 |
$ | 803.8 | ||
|
|
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 they do not necessarily represent any future cash requirements. |
Portfolio Company Developments
As of November 7, 2016, we held warrants or equity positions in four companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential initial public offerings. All four companies filed confidentially under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). There can be no assurance that these companies will complete their initial public offerings in a timely manner or at all. In addition, subsequent to September 30, 2016, Napo Pharmaceuticals, a company that focuses on the development and commercialization of proprietary pharmaceuticals for the global marketplace in collaboration with local partners, signed a non-binding letter-of-intent to merge with our portfolio company Jaguar Animal Health, Inc. in October of 2016.
General Information
Our principal executive offices are located at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301, and our telephone number is (650) 289-3060. We also have offices in Boston, MA, New York, NY, Washington, DC, Santa Monica, CA, Hartford, CT, and San Diego, CA. We maintain a website on the Internet at www.htgc.com. We make available, free of charge, on our website our proxy statement, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained in our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus, and you should not consider that information to be part of this prospectus supplement or the accompanying prospectus.
S-5
We file annual, quarterly and current periodic reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, which we refer to as the Exchange Act. This information is available at the SECs public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the operation of the SECs public reference room by calling the SEC at (202) 551-8090. In addition, the SEC maintains an Internet website, at www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers, including us, who file documents electronically with the SEC.
S-6
SPECIFIC TERMS OF THE NOTES AND THE OFFERING
This prospectus supplement sets forth certain terms of the Notes that we are offering pursuant to this prospectus supplement and supplements the accompanying prospectus that is attached to the back of this prospectus supplement. On July 14, 2014, we and the Trustee entered into the Third Supplemental Indenture to the Indenture, between us and the Trustee, dated March 6, 2012, relating to our issuance, offer and sale of the Existing Notes. We will issue the Notes offered hereby under the same Third Supplemental Indenture. The Notes offered hereby will be a further issuance of, are fungible with, rank equally in right of payment with, and form a single series for all purposes with the Existing Notes. Unless otherwise indicated, the Notes offered hereby and the Existing Notes are collectively referred to herein as the Notes. The Notes offered hereby and the Existing Notes will be treated as a single series for all purposes under the Indenture and the Third Supplemental Indenture including, without limitation, waivers, amendments, consents, redemptions and other offers to purchase and voting. This section outlines the specific legal and financial terms of the Notes. You should read this section together with the more general description of the Notes in the accompanying prospectus under the heading Description of Our Debt Securities before investing in the Notes. Capitalized terms used in this prospectus supplement and not otherwise defined shall have the meanings ascribed to them in the accompanying prospectus or in the Indenture governing the Notes.
Issuer |
Hercules Capital, Inc. |
Title of the securities |
6.25% Notes due 2024. |
Initial aggregate principal amount being offered |
Up to $150,000,000. |
Manner of offering |
At the market offering that may be made, from time to time, through the Agent, as sales agent, using commercially reasonable efforts. See Plan of Distribution. |
Principal payable at maturity |
100% of the aggregate principal amount; the principal amount of each Note will be payable on its stated maturity date at the office of the Trustee in The City of New York or at such other office designated by the Trustee. |
Type of Note |
Fixed rate note. |
Listing |
The Existing Notes are listed on the NYSE and trade on the NYSE under the symbol HTGX. We intend to list the Notes offered hereby on the NYSE under the same trading symbol. |
Interest rate |
6.25% per year. |
Day count basis |
360-day year of twelve 30-day months. |
Issue date of the Notes |
The third trading date following the date of the at the market purchase of the Notes. |
Stated maturity date |
July 30, 2024. |
Date interest starts accruing on the Notes |
The interest payment date prior to the at the market purchase of the Notes. |
S-7
Interest payment dates for the Notes |
Each January 30, April 30, July 30, and October 30, commencing October 30, 2016. If an interest payment date falls on a non-business day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment. |
Interest periods for the Notes |
The interest period for the Notes will be the period from the interest payment date preceding the issuance date of any Notes to, but excluding, the next interest payment date or the stated maturity date, as the case may be, and any purchaser of Notes will be required to pay for any interest accrued from the interest payment date preceding the issuance date of the Notes up to, but excluding, the issuance date of the Notes. |
Regular record dates for interest |
Each January 15, April 15, July 15 and October 15. |
Specified currency |
U.S. Dollars |
Place of payment |
New York City or such other office designated by the Trustee |
Ranking of Notes |
The Notes will be our general unsecured obligations and will rank: |
| pari passu with our other outstanding and future unsecured indebtedness, including, without limitation, the approximately $64.5 million of 7.00% Senior Notes due April 30, 2019 (the April 2019 Notes); the approximately $45.9 million of 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 $244.9 million of Existing Notes, each as of November 7, 2016. |
| senior to any of our future indebtedness that expressly provides it is subordinated to the Notes. |
| 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 the $75.0 million revolving senior secured credit facility with MUFG Union Bank, N. A. (the Union Bank Facility). |
| 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, borrowings under the $120.0 million revolving senior secured credit facility with Wells Fargo Capital Finance, LLC, (the Wells Facility), borrowings under the Union Bank Facility and the approximately $114.3 million of fixed-rate asset-backed notes (the Asset-Backed Notes), each as of November 7, 2016. Note that there were no borrowings outstanding under the Wells Facility or Union Bank Facility as of November 7, 2016. |
Denominations |
We will issue the Notes in denominations of $25 and integral multiples of $25 in excess thereof. |
S-8
Business day |
Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City, or in such other place of payment designated by the Trustee, are authorized or required by law or executive order to close. |
Optional redemption |
We may redeem in whole or in part at any time, or from time to time, at our option 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. |
You may be prevented from exchanging or transferring the Notes when they are subject to redemption. In case any Notes are to be redeemed in part only, the redemption notice will provide that, upon surrender of such Note, you will receive, without a charge, a new Note or Notes of authorized denominations representing the principal amount of your remaining unredeemed Notes. Any exercise of our option to redeem the Notes will be done in compliance with the Indenture and the 1940 Act. |
If we redeem only some of the Notes, the Trustee or The Depository Trust Company, or DTC, as applicable, will determine the method for selection of the particular Notes to be redeemed, in accordance with the Indenture and the 1940 Act, in each case, to the extent applicable. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption. |
Sinking fund |
The Notes will not be subject to any sinking fund. |
Repayment at option of Holders |
Holders will not have the option to have the Notes repaid prior to the stated maturity date. |
Defeasance and covenant defeasance |
The Notes are subject to defeasance by us. |
The Notes are subject to covenant defeasance by us. |
Form of Notes |
The Notes will be represented by global securities that will be deposited and registered in the name of DTC or its nominee. Except in limited circumstances, you will not receive certificates for the Notes. Beneficial interests in the Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Notes through either DTC, if they are a participant, or indirectly through organizations which are participants in DTC. |
Trustee, Paying Agent and Security Registrar |
U.S. Bank National Association |
S-9
Other covenants |
In addition to the covenants described in the prospectus attached to this prospectus supplement, the following covenants shall apply to the Notes: |
| We agree that for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1)(A) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect to any exemptive relief granted to us by the SEC. Currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings. See Risk FactorRisks Related to our Business StructureLegislation may allow us to incur additional leverage, in the accompanying prospectus. |
| We agree that for the period of time during which the Notes are outstanding, we will not violate Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, giving effect to (i) any exemptive relief granted to us by the SEC and (ii) no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act in order to maintain the BDCs status as a regulated investment company under Subchapter M of the Code. Currently, these provisions generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, is below 200% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase. |
| If, at any time, we are not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act to file any periodic reports with the SEC, we agree to furnish to holders of the Notes and the Trustee, for the period of time during which the Notes are outstanding, our audited annual consolidated financial statements, within 90 days of our fiscal year end, and unaudited interim consolidated financial statements, within 45 days of our fiscal quarter end (other than our fourth fiscal quarter). All such financial statements will be prepared, in all material respects, in accordance with applicable United States generally accepted accounting principles, as applicable. |
Modifications to events of default |
The following events of default, as described in the prospectus attached to this prospectus supplement: |
| We do not pay the principal of, or any premium on, a debt security of the series on its due date, and do not cure this default within 5 days. |
S-10
| On the last business day of each of 24 consecutive calendar months, we have an asset coverage of less than 100%. |
with respect to the Notes has been revised to read as follows: |
| We do not pay the principal of, or any premium on, any Note on its due date. |
| On the last business day of each of 24 consecutive calendar months, we have an asset coverage of less than 100%, giving effect to any exemptive relief granted to us by the SEC. |
Global Clearance and Settlement Procedures |
Interests in the Notes will trade in DTCs Same Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. None of the issuer, the Trustee or the paying agent will have any responsibility for the performance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations. |
Further issuances |
We have the ability to issue additional debt securities under the Indenture with terms different from the Notes and, without the consent of the holders thereof, to reopen the Notes and issue additional Notes. |
Use of Proceeds |
We estimate that the net proceeds we receive from the sale of the $150,000,000 aggregate principal amount of Notes in this offering will be approximately $147.88 million after deducting the Agents discount of approximately $1.63 million payable by us and estimated offering expenses of approximately $500,000 payable by us. 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. |
Governing Law |
The Notes and the Indenture are governed by and construed in accordance with the laws of the State of New York. |
S-11
The matters discussed in this prospectus supplement and the accompanying prospectus, as well as in future oral and written statements by management of Hercules Capital, Inc. (formerly known as 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 prospectus should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus 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. |
For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this prospectus supplement and the accompanying prospectus, please see the discussion under Supplementary Risk Factors in this prospectus supplement and Risk Factors in the accompanying prospectus.
You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made and are excluded from the safe harbor protection provided by Section 27A of the Securities Act.
S-12
Industry and Market Data
We have compiled certain industry estimates presented in this prospectus supplement and the accompanying prospectus from internally generated information and data. While we believe our estimates are reliable, they have not been verified by any independent sources. The estimates are based on a number of assumptions, including increasing investment in venture capital and private equity-backed companies. Actual results may differ from projections and estimates, and this market may not grow at the rates projected, or at all. If this market fails to grow at projected rates, our business and the market price of our securities, including the Notes, could be materially adversely affected.
S-13
Investing in our securities involves a number of significant risks. Before you invest in our securities, you should be aware of various risks, including those described below and those set forth in the accompanying prospectus. You should carefully consider these risk factors, together with all of the other information included in this prospectus supplement and the accompanying prospectus, before you decide whether to make an investment in our securities. The risks set out below and in the accompanying prospectus are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected which could materially adversely affect our ability to repay principal and interest on the Notes. In addition, the market price of the Notes and our net asset value could decline, and you may lose all or part of your investment. The risk factors described below, together with those set forth in the accompanying prospectus, are the principal risk factors associated with an investment in our securities, including the Notes, as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.
Risks Related to the Notes
The Notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future.
The Notes will not be secured by any of our assets or any of the assets of our subsidiaries. As a result, the Notes are effectively subordinated to any secured indebtedness we or our subsidiaries have currently incurred and may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security) to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the Notes. As of November 7, 2016, we had no outstanding borrowings under our Union Bank Facility, which is secured by debt investments in our portfolio companies and related assets, and no outstanding borrowings under our Wells Facility, which is secured by loans in the borrowing base for the Wells Facility.
The Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The Notes are obligations exclusively of Hercules Capital, Inc. and not of any of our subsidiaries. None of our subsidiaries is a guarantor of the Notes and the Notes are not required to be guaranteed by any subsidiaries we may acquire or create in the future. A significant portion of the indebtedness required to be consolidated on our balance sheet is held through our SBIC subsidiaries. For example, at November 7, 2016, we have issued $190.2 million in SBA-guaranteed debentures in our SBIC subsidiaries. The assets of such subsidiaries are not directly available to satisfy the claims of our creditors, including holders of the Notes. See Managements Discussion and Analysis of Financial Condition and Results of OperationsFinancial Condition, Liquidity and Capital Resources in the accompanying prospectus for more detail on the SBA-guaranteed debentures.
Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors (including trade creditors), if any, of our subsidiaries will have priority over our equity interests in such subsidiaries (and therefore the claims of our creditors, including holders of the Notes) with respect to the assets of such subsidiaries. Even if we are recognized as a creditor of one or more of our subsidiaries, our claims would still be effectively subordinated to any security interests in the assets of any such subsidiary and to any indebtedness or other liabilities of any such subsidiary senior to our claims. Consequently, the Notes will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish as financing vehicles or otherwise.
S-14
As of November 7, 2016, we had no outstanding borrowings under our Wells Facility, no outstanding borrowings under our Union Bank Facility and approximately $190.2 million of indebtedness outstanding incurred by our SBIC subsidiaries, HT II and HT III. All of such indebtedness would be structurally senior to the Notes. In addition, our subsidiaries may incur substantial additional indebtedness in the future, all of which would be structurally senior to the Notes.
The Indenture under which the Notes will be issued will contain limited protection for holders of the Notes.
The Indenture under which the Notes will be issued offers limited protection to holders of the Notes. The terms of the Indenture and the Notes do not restrict our or any of our subsidiaries ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events that could have an adverse impact on your investment in the Notes. In particular, the terms of the Indenture and the Notes will not place any restrictions on our or our subsidiaries ability to:
| issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the Notes, (2) any indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the Notes to the extent of the values of the assets securing such debt, (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the Notes and (4) securities, indebtedness or obligations issued or incurred by our subsidiaries that would be senior to our equity interests in our subsidiaries and therefore rank structurally senior to the Notes with respect to the assets of our subsidiaries, in each case other than an incurrence of indebtedness or other obligation that would cause a violation of Section 18(a)(1)(A) of the 1940 Act as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, whether or not we continue to be subject to such provisions of the 1940 Act, but giving effect to any exemptive relief granted to us by the SEC (currently, these provisions generally prohibit us from making additional borrowings, including through the issuance of additional debt or the sale of additional debt securities, unless our asset coverage, as defined in the 1940 Act, equals at least 200% after such borrowings); |
| pay dividends on, or purchase or redeem or make any payments in respect of, capital stock or other securities ranking junior in right of payment to the Notes, in each case other than dividends, purchases, redemptions or payments that would cause a violation of Section 18(a)(1)(B) of the 1940 Act as modified by Section 61(a)(1) of the 1940 Act or any successor provisions, giving effect to (i) any exemptive relief granted to us by the SEC and (ii) no-action relief granted by the SEC to another BDC (or to us if we determine to seek such similar no-action or other relief) permitting the BDC to declare any cash dividend or distribution notwithstanding the prohibition contained in Section 18(a)(1)(B) as modified by Section 61(a)(1) of the 1940 Act in order to maintain the BDCs status as a regulated investment company under Subchapter M of the Code (currently, these provisions generally prohibit us from declaring any cash dividend or distribution upon any class of our capital stock, or purchasing any such capital stock if our asset coverage, as defined in the 1940 Act, is below 200% at the time of the declaration of the dividend or distribution or the purchase and after deducting the amount of such dividend, distribution or purchase); |
| sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets); |
| enter into transactions with affiliates; |
| create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions; |
| make investments; or |
| create restrictions on the payment of dividends or other amounts to us from our subsidiaries. |
In addition, the Indenture will not require us to offer to purchase the Notes in connection with a change of control or any other event.
S-15
Furthermore, the terms of the Indenture and the Notes do not protect holders of the Notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, as they do not require that we or our subsidiaries adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.
Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes may have important consequences for you as a holder of the Notes, including making it more difficult for us to satisfy our obligations with respect to the Notes or negatively affecting the trading value of the Notes.
Certain of our current debt instruments include more protections for their holders than the Indenture and the Notes. See Risk FactorsIn addition to regulatory requirements that restrict our ability to raise capital, our Union Bank Facility and Wells Facility, the 2019 Notes and the Existing Notes contain various covenants which, if not complied with, could accelerate repayment under the facility or require us to repurchase the 2019 Notes and the Existing Notes thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay dividends in the accompanying prospectus. In addition, other debt we issue or incur in the future could contain more protections for its holders than the Indenture and the Notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for, and trading levels and prices of, the Notes.
Our amount of debt outstanding may increase as a result of this offering. Our current indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt.
The use of debt could have significant consequences on our future operations, including:
| making it more difficult for us to meet our payment and other obligations under the Notes and our other outstanding debt; |
| resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our financing arrangements, which event of default could result in substantially all of our debt becoming immediately due and payable; |
| reducing the availability of our cash flow to fund investments, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes; |
| subjecting us to the risk of increased sensitivity to interest rate increases on our indebtedness with variable interest rates, including borrowings under our financing arrangements; and |
| limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy. |
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt.
Our ability to meet our payment and other obligations under our financing arrangements depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations, or that future borrowings will be available to us under our financing arrangements or otherwise, in an amount sufficient to enable us to meet our payment obligations under the Notes and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, including the Notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the Notes and our other debt.
S-16
The optional redemption provision may materially adversely affect your return on the Notes.
The Notes will be redeemable in whole or in part upon certain conditions at any time or from time to time at our option. We may choose to redeem the Notes at times when prevailing interest rates are lower than the interest rate paid on the Notes. In this circumstance, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the Notes being redeemed.
An active trading market for the Notes may not develop or be maintained, which could limit the market price of the Notes or your ability to sell them.
Although the Existing Notes are listed on the NYSE under the trading symbol HTGX, and we intend to list the Notes offered hereby under the same trading symbol, we cannot provide any assurances that an active trading market will develop or be maintained for the Notes or that you will be able to sell your Notes. If the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, general economic conditions, our financial condition, performance and prospects and other factors. We cannot assure you that a liquid trading market will develop or be maintained for the Notes, that you will be able to sell your Notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop or is not maintained, the liquidity and trading price for the Notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.
A downgrade, suspension or withdrawal of a credit rating assigned by a rating agency to us or our unsecured debt, if any, or change in the debt markets could cause the liquidity or market value of the Notes to decline significantly.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our credit ratings will generally affect the market value of the Notes. These credit ratings may not reflect the potential impact of risks relating to the structure or marketing of the Notes. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. We do not undertake any obligation to maintain our credit ratings or to advise holders of Notes of any changes in our credit ratings. There can be no assurance that our credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the rating agencies if in their judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in our company, so warrant. The conditions of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future, which could have an adverse effect on the market prices of the Notes.
If we Default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.
Any default under the agreements governing our indebtedness, including a default under the Wells Facility, the Union Bank Facility, the 2019 Notes and the Asset-Backed Notes or other indebtedness to which we may be a party, that is not waived by the required lenders or holders, and the remedies sought by the holders of such indebtedness, could make us unable to pay principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the Wells Facility and the Union Bank Facility or other debt we may incur in the future could elect to terminate their commitments, cease making further loans and institute foreclosure proceedings
S-17
against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to seek to obtain waivers from the required lenders under the Wells Facility or Union Bank Facility or the required holders of our 2019 Notes, Asset-Backed Notes or other debt that we may incur in the future to avoid being in default. If we breach our covenants under the Wells Facility, Union Bank Facility, the 2019 Notes, or other debt and seek a waiver, we may not be able to obtain a waiver from the required lenders or holders. If this occurs, we would be in default under the Wells Facility or Union Bank Facility, the 2019 Notes, the Asset-Backed Notes or other debt, as applicable, the lenders or holders could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations, including the lenders under the Wells Facility and the Union Bank Facility, could proceed against the collateral securing the debt. Because the Wells Facility and the Union Bank Facility have, and any future credit facilities will likely have, customary cross-default provisions, if the indebtedness under the Notes, the Wells Facility, Union Bank Facility, the 2019 Notes, or the Asset-Backed Notes or under any future credit facility is accelerated, we may be unable to repay or finance the amounts due. See Specific Terms of the Notes and the Offering in this prospectus supplement.
FATCA withholding may apply to payments to certain foreign entities.
Payments made under the Notes to a foreign financial institution or non-financial foreign entity (including such an institution or entity acting as an intermediary) may be subject to a U.S. withholding tax of 30% under U.S. Foreign Account Tax Compliance Act provisions of the Code (commonly referred to as FATCA). This withholding tax may apply to certain payments of interest on the Notes as well as, after December 31, 2018, to payments made upon maturity, redemption, or sale of the Notes, unless the foreign financial institution or non-financial foreign entity complies with certain information reporting, withholding, identification, certification and related requirements imposed by FATCA. You should consult your own tax advisors regarding FATCA and how it may affect your investment in the Notes. See United States Federal Income Tax MattersTaxation of Note HoldersFATCA in this prospectus supplement for further information.
Risks Related to our Business Structure
We may be subject to restrictions on our ability to pay dividends and other distributions.
Restrictions imposed on the declaration of dividends or other distributions to holders of our common stock, by both the 1940 Act and by requirements imposed by rating agencies, might impair our ability to be subject to U.S. federal income taxation as a RIC. While we intend to prepay our Notes and other debt to the extent necessary to enable us to distribute our income as required to maintain our ability to be subject to U.S. federal income taxation as a RIC, there can be no assurance that such actions can be effected in time to satisfy the requirements set forth in the Code.
Because we have substantial indebtedness, there could be increased risk in investing in our company.
Lenders have fixed dollar claims on our assets that are superior to the claims of stockholders, and we have granted, and may in the future grant, lenders a security interest in our assets in connection with borrowings. In the case of a liquidation event, those lenders would receive proceeds before our stockholders. In addition, borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and, therefore, increase the risks associated with investing in our securities. Leverage is generally considered a speculative investment technique. If the value of our assets increases, then leverage would cause the net asset value, or NAV, attributable to our common stock to increase more than it otherwise would have had we not leveraged. Conversely, if the value of our assets decreases, leverage would cause the NAV attributable to our common stock to decline more than it otherwise would have had we not used leverage. Similarly, any increase in our revenue in excess of interest expense on our borrowed funds would cause our net income to increase more than it would without the leverage. Any decrease in our revenue would cause our net income to decline more than it would have had we not borrowed funds and could negatively affect our ability to make distributions on common stock.
S-18
Our ability to service any debt that we incur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. We and, indirectly, our stockholders will bear the cost associated with our leverage activity. If we are not able to service our substantial indebtedness, our business could be harmed materially.
Our secured credit facilities, the Wells Facility and Union Bank Facility, our 2019 Notes, our Existing Notes and our Asset-Backed Notes contain financial and operating covenants that could restrict our business activities, including our ability to declare dividends if we default under certain provisions.
As of November 7, 2016, we had no outstanding borrowings under the Wells Facility and Union Bank Facility. As of November 7, 2016, we had approximately $190.2 million of indebtedness outstanding incurred by our SBIC subsidiaries, approximately $110.4 million in aggregate principal amount of the 2019 Notes, approximately $244.9 million in aggregate principal amount of Existing Notes and approximately $114.3 million in aggregate principal amount of Asset-Backed Notes.
There can be no assurance that we will be successful in obtaining any additional debt capital on terms acceptable to us or at all. If we are unable to obtain debt capital, then our equity investors will not benefit from the potential for increased returns on equity resulting from leverage to the extent that our investment strategy is successful and we may be limited in our ability to make new commitments or fundings to our portfolio companies.
As a BDC, generally, we are not permitted to incur indebtedness unless immediately after such borrowing we have an asset coverage for total borrowings of at least 200% (i.e., the amount of debt may not exceed 50% of the value of our assets). In addition, we may not be permitted to declare any cash dividend or other distribution on our outstanding common shares, or purchase any such shares, unless, at the time of such declaration or purchase, we have asset coverage of at least 200% after deducting the amount of such dividend, distribution, or purchase price. If this ratio declines below 200%, we may not be able to incur additional debt and may need to sell a portion of our investments to repay some debt when it is disadvantageous to do so, and we may not be able to make distributions. As of September 30, 2016 our asset coverage ratio under our regulatory requirements as a BDC was 259.6% excluding our SBIC debentures as a result of our exemptive order from the SEC that allows us to exclude all SBA leverage from our asset coverage ratio. Total leverage when including our SBA debentures was 213.7% at September 30, 2016.
Based on assumed leverage equal to 87.9% of our net assets as of September 30, 2016, our investment portfolio would have been required to experience an annual return of at least 2.7% to cover annual interest payments on our additional indebtedness.
Risks Related to our Investments
The potential inability of our portfolio companies in the healthcare industry to charge desired prices with respect to prescription drugs could impact their revenues and in turn their ability to repay us.
Some of our portfolio companies in the healthcare industry are subject to risks associated with the pricing for prescription drugs. It is uncertain whether customers of our healthcare industry portfolio companies will continue to utilize established prescription drug pricing methods, or whether other pricing benchmarks will be adopted for establishing prices within the industry. Legislation may lead to changes in the pricing for Medicare and Medicaid programs. Regulators have conducted investigations into the use of prescription drug pricing methods for federal program payment, and whether such methods have inflated drug expenditures by the Medicare and Medicaid programs. Federal and state proposals have sought to change the basis for calculating payment of certain drugs by the Medicare and Medicaid programs. Any changes to the method for calculating prescription drug costs may reduce the revenues of our portfolio companies in the healthcare industry which could in turn impair their ability to timely make any principal and interest payments owed to us.
S-19
We estimate that the net proceeds we will receive from the sale of the $150,000,000 aggregate principal amount of Notes in this offering will be approximately $147.88 million based on a public offering of 100.00% of par, after deducting the Agents discount of approximately $1.63 million payable by us and estimated offering expenses of approximately $500,000 payable by us.
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 working capital and other general corporate purposes.
We intend to seek to invest the net proceeds received in this offering as promptly as practicable after receipt thereof consistent with our investment objective. We anticipate that substantially all of the net proceeds from any offering of our securities will be used as described above within three to six months, depending on market conditions. We anticipate that the remainder will be used for working capital and general corporate purposes, including potential payments or distributions to shareholders. Pending such use, we will invest a portion of the net proceeds of this offering in short-term investments, such as cash and cash equivalents, which we expect will earn yields substantially lower than the interest income that we anticipate receiving in respect of investments in accordance with our investment objective.
The amount of net proceeds may be more or less than the amount described in this prospectus supplement depending on the amount of Notes we sell in the offering, which will be determined at pricing. To the extent that we receive more than the amount described in this prospectus supplement, we intend to use the net proceeds for investment in portfolio companies in accordance with our investment objective and strategies and for working capital and general corporate purposes. To the extent we receive less, the amount we have available for such purposes will be reduced.
S-20
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data should be read in conjunction with Managements Discussion and Analysis of Financial Condition and Results of Operations, Senior Securities and the consolidated financial statements and related notes included elsewhere herein. The selected balance sheet data as of the end of fiscal year 2015, 2014, 2013, 2012 and 2011 and the financial statement of operations data for fiscal years 2015, 2014, 2013, 2012 and 2011 has been derived from our audited financial statements, which have been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, but not all of which are presented in this prospectus supplement. The historical data are not necessarily indicative of results to be expected for any future period. The selected financial and other data for the nine months ended September 30, 2016 and other quarterly financial information is derived from our unaudited financial statements, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) that are necessary to present fairly the results of such interim periods. Interim results as of and for the nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
For the Nine Months Ended September 30 (unaudited) |
For the Year Ended December 31, | |||||||||||||||||||||||||||
(in thousands, except per share amounts) |
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||||||||
Investment income: |
||||||||||||||||||||||||||||
Interest |
$ | 116,047 | $ | 106,139 | $ | 140,266 | $ | 126,618 | $ | 123,671 | $ | 87,603 | $ | 70,346 | ||||||||||||||
Fees |
11,532 | 11,612 | 16,866 | 17,047 | 16,042 | 9,917 | 9,509 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total investment income |
127,579 | 117,751 | 157,132 | 143,665 | 139,713 | 97,520 | 79,855 | |||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||
Interest |
23,306 | 23,243 | 30,834 | 28,041 | 30,334 | 19,835 | 13,252 | |||||||||||||||||||||
Loan fees |
3,698 | 4,166 | 6,055 | 5,919 | 4,807 | 3,917 | 2,635 | |||||||||||||||||||||
General and administrative |
12,095 | 12,190 | 16,658 | 10,209 | 9,354 | 8,108 | 7,992 | |||||||||||||||||||||
Employee Compensation: |
||||||||||||||||||||||||||||
Compensation and benefits |
15,637 | 17,621 | 20,713 | 16,604 | 16,179 | 13,326 | 13,260 | |||||||||||||||||||||
Stock-based compensation |
5,616 | 7,166 | 9,370 | 9,561 | 5,974 | 4,227 | 3,128 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total employee compensation |
21,253 | 24,787 | 30,083 | 26,165 | 22,153 | 17,553 | 16,388 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total operating expenses |
60,352 | 64,386 | 83,630 | 70,334 | 66,648 | 49,413 | 40,267 | |||||||||||||||||||||
Loss on debt extinguishment (Long-term LiabilitiesConvertible Senior Notes) |
| (1 | ) | (1 | ) | (1,581 | ) | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net investment income |
67,227 | 53,364 | 73,501 | 71,750 | 73,065 | 48,107 | 39,588 | |||||||||||||||||||||
Net realized gain (loss) on investments |
3,427 | 8,424 | 5,147 | 20,112 | 14,836 | 3,168 | 2,741 | |||||||||||||||||||||
Net change in unrealized appreciation (depreciation) on investments |
(16,072 | ) | (33,042 | ) | (35,732 | ) | (20,674 | ) | 11,545 | (4,516 | ) | 4,607 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total net realized and unrealized gain (loss) |
(12,645 | ) | (24,618 | ) | (30,585 | ) | (562 | ) | 26,381 | (1,348 | ) | 7,348 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net increase in net assets resulting from operations |
$ | 54,582 | $ | 28,746 | $ | 42,916 | $ | 71,188 | $ | 99,446 | $ | 46,759 | $ | 46,936 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Change in net assets per common share (basic) |
$ | 0.74 | $ | 0.40 | $ | 0.60 | $ | 1.12 | $ | 1.67 | $ | 0.93 | $ | 1.08 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Dividend distributions declared per common share |
$ | 0.93 | $ | 0.93 | $ | 1.24 | $ | 1.24 | $ | 1.11 | $ | 0.95 | $ | 0.88 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-21
For the Nine Months Ended September 30 (unaudited) |
For the Year Ended December 31, | |||||||||||||||||||||||||||
(in thousands, except per share amounts) |
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||||||||
Balance sheet data: |
||||||||||||||||||||||||||||
Investments, at value |
$ | 1,320,610 | $ | 1,151,728 | $ | 1,200,638 | $ | 1,020,737 | $ | 910,295 | $ | 906,300 | $ | 652,870 | ||||||||||||||
Cash and cash equivalents |
69,012 | 147,304 | 95,196 | 227,116 | 268,368 | 182,994 | 64,474 | |||||||||||||||||||||
Total assets |
1,419,424 | 1,332,731 | 1,334,761 | 1,299,223 | 1,221,715 | 1,123,643 | 747,394 | |||||||||||||||||||||
Total liabilities |
665,835 | 609,938 | 617,627 | 640,359 | 571,708 | 607,675 | 316,353 | |||||||||||||||||||||
Total net assets |
753,589 | 722,793 | 717,134 | 658,864 | 650,007 | 515,968 | 431,041 | |||||||||||||||||||||
Other Data: |
||||||||||||||||||||||||||||
Total debt investments, at value |
1,224,121 | 1,077,606 | 1,110,209 | 923,906 | 821,988 | 827,540 | 585,767 | |||||||||||||||||||||
Total warrant investments, at value |
27,738 | 21,321 | 22,987 | 25,098 | 35,637 | 29,550 | 30,045 | |||||||||||||||||||||
Total equity investments, at value |
68,751 | 52,801 | 67,442 | 71,733 | 52,670 | 49,210 | 37,058 | |||||||||||||||||||||
Unfunded Commitments(2) |
73,865 | 109,611 | 75,402 | 147,689 | 69,091 | 19,265 | 76,128 | |||||||||||||||||||||
Net asset value per share(1) |
$ | 9.86 | $ | 10.02 | $ | 9.94 | $ | 10.18 | $ | 10.51 | $ | 9.75 | $ | 9.83 |
(1) | Based on common shares outstanding at period end. |
(2) | Amount represents unfunded commitments, including undrawn revolving facilities, which are available at the request of the portfolio company. Amount excludes unfunded commitments which are unavailable due to the borrower having not met certain milestones. |
The following tables set forth certain quarterly financial information for each of the eight quarters up to and ending December 31, 2015 and the quarters ending March 31, 2016, June 30, 2016 and September 30, 2016. This information was derived from our unaudited consolidated financial statements. Results for any quarter are not necessarily indicative of results for the full year or for any future quarter.
For the Quarter
Ended (unaudited) |
||||||||||||
(in thousands, except per share data) |
September 30, 2016 |
June 30, 2016 |
March 31, 2016 |
|||||||||
Total investment income |
$ | 45,102 | $ | 43,538 | $ | 38,939 | ||||||
Net investment income before investment gains and losses |
23,776 | 23,354 | 20,097 | |||||||||
Net increase (decrease) in net assets resulting from operations |
30,812 | 9,475 | 14,295 | |||||||||
Change in net assets per common share (basic) |
$ | 0.41 | $ | 0.13 | $ | 0.20 |
For the Quarter Ended | ||||||||||||||||
(in thousands, except per share data) |
March 31, 2015 |
June 30, 2015 |
September 30, 2015 |
December 31, 2015 |
||||||||||||
Total investment income |
$ | 32,494 | $ | 38,126 | $ | 47,132 | $ | 39,380 | ||||||||
Net investment income before investment gains and losses |
12,993 | 16,781 | 23,590 | 20,137 | ||||||||||||
Net increase (decrease) in net assets resulting from operations |
21,919 | 2,752 | 4,075 | 14,170 | ||||||||||||
Change in net assets per common share (basic) |
$ | 0.33 | $ | 0.03 | $ | 0.05 | $ | 0.20 |
For the Quarter Ended | ||||||||||||||||
(in thousands, except per share data) |
March 31, 2014 |
June 30, 2014 |
September 30, 2014 |
December 31, 2014 |
||||||||||||
Total investment income |
$ | 35,770 | $ | 34,001 | $ | 37,019 | $ | 36,875 | ||||||||
Net investment income before investment gains and losses |
18,304 | 18,551 | 18,995 | 15,899 | ||||||||||||
Net increase (decrease) in net assets resulting from operations |
22,185 | 13,191 | 15,177 | 20,635 | ||||||||||||
Change in net assets per common share (basic) |
$ | 0.36 | $ | 0.21 | $ | 0.24 | $ | 0.32 |
S-22
The following table sets forth (i) our actual capitalization as of September 30, 2016, and (ii) our capitalization as adjusted to give effect to the sale of $150,000,000 aggregate principal amount of Notes in this offering, excluding accrued interest, after deducting the Agents discounts and commissions of approximately $1.63 million payable by us and estimated offering expenses of approximately $500,000 payable by us. You should read this table together with the Use of Proceeds section and our statement of assets and liabilities included elsewhere in this prospectus supplement.
As of September 30, 2016 | ||||||||
Actual | As Adjusted(1) |
|||||||
(in thousands) | ||||||||
Investments at fair value |
$ | 1,320,610 | $ | 1,320,610 | ||||
Cash and cash equivalents |
$ | 69,012 | $ | 216,887 | ||||
Debt: |
||||||||
Accounts payable and accrued liabilities |
$ | 16,649 | $ | 16,649 | ||||
Long-term SBA debentures |
187,333 | 187,333 | ||||||
2019 Notes |
108,659 | 108,659 | ||||||
2021 Asset-Backed Notes |
115,531 | 115,531 | ||||||
2024 Notes |
237,663 | 237,663 | ||||||
Notes offered herein |
| 147,875 | ||||||
|
|
|
|
|||||
Total debt |
$ | 665,835 | $ | 813,710 | ||||
|
|
|
|
|||||
Stockholders equity: |
||||||||
Common stock, par value $0.001 per share; 200,000,000 shares authorized; 76,399,7787 shares issued and outstanding |
$ | 77 | $ | 77 | ||||
Capital in excess of par value |
802,521 | 802,521 | ||||||
Unrealized depreciation on investments |
(68,880 | ) | (68,880 | ) | ||||
Accumulated realized gains on investments |
31,420 | 31,420 | ||||||
Distributions in excess of investment income |
(11,549 | ) | (11,549 | ) | ||||
|
|
|
|
|||||
Total stockholders equity |
$ | 753,589 | $ | 753,589 | ||||
|
|
|
|
|||||
Total capitalization |
$ | 1,419,424 | $ | 1,567,299 | ||||
|
|
|
|
(1) | Although the as adjusted amounts reflect the issuance of all of the notes offered pursuant to this prospectus, our ability to issue all of the notes may be limited by our regulatory requirements. |
S-23
Information about our senior securities is shown in the following table for the periods as of December 31, 2015, 2014, 2013, 2012, 2011, 2010, 2009, 2008, 2007 and 2006 and as of September 30, 2016. The information as of December 31, 2015, 2014, 2013, 2012, 2011 and 2010 has been derived from our audited financial statements for these periods, which have been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm. The report of PricewaterhouseCoopers LLP on the senior securities table as of December 31, 2015 is attached as an exhibit to the registration statement of which this prospectus is a part. The N/A indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.
Class and Year |
Total Amount Outstanding Exclusive of Treasury Securities(1) |
Asset Coverage per Unit(2) |
Average Market Value per Unit(3) |
|||||||||
Securitized Credit Facility with Wells Fargo Capital Finance |
||||||||||||
December 31, 2006 |
$ | 41,000,000 | $ | 7,230 | N/A | |||||||
December 31, 2007 |
$ | 79,200,000 | $ | 6,755 | N/A | |||||||
December 31, 2008 |
$ | 89,582,000 | $ | 6,689 | N/A | |||||||
December 31, 2009(6) |
| | N/A | |||||||||
December 31, 2010(6) |
| | N/A | |||||||||
December 31, 2011 |
$ | 10,186,830 | $ | 73,369 | N/A | |||||||
December 31, 2012(6) |
| | N/A | |||||||||
December 31, 2013(6) |
| | N/A | |||||||||
December 31, 2014(6) |
| | N/A | |||||||||
December 31, 2015 |
$ | 50,000,000 | $ | 26,352 | N/A | |||||||
December 31, 2016 (as of September 30, 2016, unaudited)(6) |
| | N/A | |||||||||
Securitized Credit Facility with Union Bank, NA |
||||||||||||
December 31, 2009(6) |
| | N/A | |||||||||
December 31, 2010(6) |
| | N/A | |||||||||
December 31, 2011(6) |
| | N/A | |||||||||
December 31, 2012(6) |
| | N/A | |||||||||
December 31, 2013(6) |
| | N/A | |||||||||
December 31, 2014(6) |
| | N/A | |||||||||
December 31, 2015(6) |
| | N/A | |||||||||
December 31, 2016 (as of September 30, 2016, unaudited)(6) |
| | N/A | |||||||||
Small Business Administration Debentures (HT II)(4) |
||||||||||||
December 31, 2007 |
$ | 55,050,000 | $ | 9,718 | N/A | |||||||
December 31, 2008 |
$ | 127,200,000 | $ | 4,711 | N/A | |||||||
December 31, 2009 |
$ | 130,600,000 | $ | 3,806 | N/A | |||||||
December 31, 2010 |
$ | 150,000,000 | $ | 3,942 | N/A | |||||||
December 31, 2011 |
$ | 125,000,000 | $ | 5,979 | N/A | |||||||
December 31, 2012 |
$ | 76,000,000 | $ | 14,786 | N/A | |||||||
December 31, 2013 |
$ | 76,000,000 | $ | 16,075 | N/A | |||||||
December 31, 2014 |
$ | 41,200,000 | $ | 31,535 | N/A | |||||||
December 31, 2015 |
$ | 41,200,000 | $ | 31,981 | N/A | |||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
$ | 41,200,000 | $ | 34,371 | N/A | |||||||
Small Business Administration Debentures (HT III)(5) |
||||||||||||
December 31, 2010 |
$ | 20,000,000 | $ | 29,564 | N/A | |||||||
December 31, 2011 |
$ | 100,000,000 | $ | 7,474 | N/A | |||||||
December 31, 2012 |
$ | 149,000,000 | $ | 7,542 | N/A | |||||||
December 31, 2013 |
$ | 149,000,000 | $ | 8,199 | N/A | |||||||
December 31, 2014 |
$ | 149,000,000 | $ | 8,720 | N/A | |||||||
December 31, 2015 |
$ | 149,000,000 | $ | 8,843 | N/A |
S-24
Class and Year |
Total Amount Outstanding Exclusive of Treasury Securities(1) |
Asset Coverage per Unit(2) |
Average Market Value per Unit(3) |
|||||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
$ | 149,000,000 | $ | 9,504 | N/A | |||||||
Senior Convertible Notes |
||||||||||||
December 31, 2011 |
$ | 75,000,000 | $ | 10,623 | $ | 885 | ||||||
December 31, 2012 |
$ | 75,000,000 | $ | 15,731 | $ | 1,038 | ||||||
December 31, 2013 |
$ | 75,000,000 | $ | 16,847 | $ | 1,403 | ||||||
December 31, 2014 |
$ | 17,674,000 | $ | 74,905 | $ | 1,290 | ||||||
December 31, 2015 |
$ | 17,604,000 | $ | 74,847 | $ | 1,110 | ||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
| | N/A | |||||||||
April 2019 Notes |
||||||||||||
December 31, 2012 |
$ | 84,489,500 | $ | 13,300 | $ | 986 | ||||||
December 31, 2013 |
$ | 84,489,500 | $ | 14,460 | $ | 1,021 | ||||||
December 31, 2014 |
$ | 84,489,500 | $ | 15,377 | $ | 1,023 | ||||||
December 31, 2015 |
$ | 64,489,500 | $ | 20,431 | $ | 1,017 | ||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
$ | 64,489,500 | $ | 21,959 | $ | 1,022 | ||||||
September 2019 Notes |
||||||||||||
December 31, 2012 |
$ | 85,875,000 | $ | 13,086 | $ | 1,003 | ||||||
December 31, 2013 |
$ | 85,875,000 | $ | 14,227 | $ | 1,016 | ||||||
December 31, 2014 |
$ | 85,875,000 | $ | 15,129 | $ | 1,026 | ||||||
December 31, 2015 |
$ | 45,875,000 | $ | 28,722 | $ | 1,009 | ||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
$ | 45,875,000 | $ | 30,869 | $ | 1,019 | ||||||
2024 Notes |
||||||||||||
December 31, 2014 |
$ | 103,000,000 | $ | 12,614 | $ | 1,010 | ||||||
December 31, 2015 |
$ | 103,000,000 | $ | 12,792 | $ | 1,014 | ||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
$ | 244,945,050 | $ | 5,781 | $ | 1,026 | ||||||
2017 Asset-Backed Notes |
||||||||||||
December 31, 2012 |
$ | 129,300,000 | $ | 8,691 | $ | 1,000 | ||||||
December 31, 2013 |
$ | 89,556,972 | $ | 13,642 | $ | 1,004 | ||||||
December 31, 2014 |
$ | 16,049,144 | $ | 80,953 | $ | 1,375 | ||||||
December 31, 2015 |
| | | |||||||||
2021 Asset-Backed Notes |
||||||||||||
December 31, 2014 |
$ | 129,300,000 | $ | 10,048 | $ | 1,000 | ||||||
December 31, 2015 |
$ | 129,300,000 | $ | 10,190 | $ | 996 | ||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
$ | 117,004,374 | $ | 12,103 | $ | 997 | ||||||
Total Senior Securities(7) |
||||||||||||
December 31, 2006 |
$ | 41,000,000 | $ | 7,230 | N/A | |||||||
December 31, 2007 |
$ | 134,250,000 | $ | 3,985 | N/A | |||||||
December 31, 2008 |
$ | 216,782,000 | $ | 2,764 | N/A | |||||||
December 31, 2009 |
$ | 130,600,000 | $ | 3,806 | N/A | |||||||
December 31, 2010 |
$ | 170,000,000 | $ | 3,478 | N/A | |||||||
December 31, 2011 |
$ | 310,186,830 | $ | 2,409 | N/A | |||||||
December 31, 2012 |
$ | 599,664,500 | $ | 1,874 | (8) | N/A | ||||||
December 31, 2013 |
$ | 559,921,472 | $ | 2,182 | N/A | |||||||
December 31, 2014 |
$ | 626,587,644 | $ | 2,073 | N/A | |||||||
December 31, 2015 |
$ | 600,468,500 | $ | 2,194 | N/A | |||||||
December 31, 2016 (as of September 30, 2016, unaudited) |
$ | 662,513,924 | $ | 2,137 | N/A |
(1) | Total amount of each class of senior securities outstanding at the end of the period presented. |
(2) | The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness not represented by senior securities, including senior securities not subject to asset coverage requirements under the 1940 Act due to exemptive relief from the SEC, divided by senior securities representing indebtedness. This asset coverage ratio is multiplied by $1,000 to determine the Asset Coverage per Unit. |
S-25
(3) | Not applicable because senior securities are not registered for public trading. |
(4) | Issued by HT II, one of our SBIC subsidiaries, to the SBA. These categories of senior securities were not subject to the asset coverage requirements of the 1940 Act as a result of exemptive relief granted to us by the SEC. |
(5) | Issued by HT III, one of our SBIC subsidiaries, to the SBA. These categories of senior securities were not subject to the asset coverage requirements of the 1940 Act as a result of exemptive relief granted to us by the SEC. |
(6) | The Companys Wells Facility and Union Bank Facility had no borrowings outstanding during the periods noted above. |
(7) | The total senior securities and Asset Coverage per Unit shown for those securities do not represent the asset coverage ratio requirement under the 1940 act because the presentation includes senior securities not subject to the asset coverage requirements of the 1940 Act as a result of exemptive relief granted to us by the SEC. As of September 30, 2016 our asset coverage ratio under our regulatory requirements as a BDC was 259.6% 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. |
(8) | As noted in footnote 7 above, the total senior securities and Asset Coverage per Unit shown does not represent the asset coverage ratio requirement under the 1940 Act because the presentation includes senior securities not subject to the asset coverage requirements of the 1940 Act as a result of exemptive relief granted to us by the SEC. Including our SBA debentures, in accordance with our exemption order from the SEC, our asset coverage ratio as of December 31, 2012 was 296.8%. |
S-26
RATIO OF EARNINGS TO FIXED CHARGES
The following contains our ratio of earnings to fixed charges for the periods indicated, computed as set forth below. You should read these ratios of earnings to fixed charges in connection with our consolidated financial statements, including the notes to those statements, included in this prospectus supplement:
For the nine months ended September 30, 2016 |
For the year ended December 31, 2015 |
For the year ended December 31, 2014 |
For the year ended December 31, 2013 |
For the year ended December 31, 2012 |
For the year ended December 31, 2011 |
|||||||||||||||||||
Earnings to Fixed Charges(1) |
3.02 | 2.16 | 3.10 | 3.83 | 2.97 | 3.95 |
For purposes of computing the ratios of earnings to fixed charges, earnings represent net increase in stockholders equity resulting from operations plus fixed charges. Fixed charges include interest and credit facility fees expense and amortization of debt issuance costs.
(1) | Earnings include net realized and unrealized gains or losses. Net realized and unrealized gains or losses can vary substantially from period to period. |
S-27
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this prospectus supplement and the accompanying prospectus. In addition to historical information, the following discussion and other parts of this prospectus supplement and the accompanying prospectus contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under Supplementary Risk Factors in this prospectus supplement and Risk Factors, and Forward-Looking Statements appearing elsewhere herein and the accompanying prospectus. Capitalized terms used and not otherwise defined herein have the meaning given in the accompanying prospectus.
Overview
We are a specialty finance company focused on providing senior secured loans to high-growth, innovative venture capital-backed companies in a variety of technology, life sciences, and sustainable and renewable technology industries. 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, Washington, DC, Santa Monica, CA, Hartford, CT, and San Diego, CA.
Our goal is to be the leading structured debt financing provider for venture capital-backed companies in technology-related industries requiring sophisticated and customized financing solutions. Our strategy is to evaluate and invest in a broad range of technology-related industries including technology, drug discovery and development, biotechnology, life sciences, healthcare, and sustainable and renewable technology 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 other 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 warrant and 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 industries with attractive current yields and the potential for equity appreciation and realized gains. Our equity ownership in our portfolio companies may exceed 25% of the voting securities of such companies, which represents a controlling interest under the 1940 Act. 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 industries is generally used for growth and general working capital purposes as well as in select cases for acquisitions or recapitalizations.
We also make investments in qualifying small businesses through our two wholly owned SBICs. Our SBIC subsidiaries, HT II and HT III, hold approximately $100.4 million and $252.7 million in assets, respectively, and accounted for approximately 5.5% and 14.0% of our total assets, respectively, prior to consolidation at September 30, 2016. As of September 30, 2016, the maximum statutory limit on the dollar amount of combined outstanding SBA guaranteed debentures is $350.0 million, subject to periodic adjustments by the SBA. In aggregate, at September 30, 2016, with our net investment of $118.5 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. At September 30, 2016, we have issued $190.2 million in SBA-guaranteed debentures in our SBIC subsidiaries.
S-28
We have qualified as and have elected to be treated for tax purposes as a RIC under Subchapter M of the Code. Pursuant to this election, we generally will not be subject to corporate-level taxes on any income and gains that we distribute as dividends to our stockholders. However, our qualification and election to be treated as a RIC requires that we comply with provisions contained in Subchapter M of the Code. For example, as a RIC we must earn 90% or more of our gross income for each taxable year from qualified earnings, typically referred to as good income, as well as satisfy certain quarterly asset diversification and annual income distribution requirements.
We are an internally managed, non-diversified, closed-end investment company that has elected to be regulated as BDC under the 1940 Act. As a BDC, 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 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 $1.3 billion at September 30, 2016, as compared to $1.2 billion at December 31, 2015. The fair value of our debt investment portfolio at September 30, 2016 was approximately $1.2 billion, compared to a fair value of approximately $1.1 billion at December 31, 2015. The fair value of the equity portfolio at September 30, 2016 was approximately $68.8 million, compared to a fair value of approximately $67.4 million at December 31, 2015. The fair value of the warrant portfolio at September 30, 2016 was approximately $27.7 million, compared to a fair value of approximately $23.0 million at December 31, 2015.
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 are 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 future cash requirements. Similarly, unfunded contractual commitments may expire without being drawn and thus do not represent future cash requirements.
S-29
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 nine months ended September 30, 2016 and the year ended December 31, 2015 was comprised of the following:
(in millions) |
September 30, 2016 | December 31, 2015 | ||||||
Debt Commitments(1) |
||||||||
New portfolio company |
$ | 490.0 | $ | 544.0 | ||||
Existing portfolio company |
105.8 | 181.7 | ||||||
|
|
|
|
|||||
Total |
$ | 595.8 | $ | 725.7 | ||||
|
|
|
|
|||||
Funded and Restructured Debt Investments(3) |
||||||||
New portfolio company |
$ | 363.5 | $ | 352.5 | ||||
Existing portfolio company |
90.9 | 341.6 | ||||||
|
|
|
|
|||||
Total |
$ | 454.4 | $ | 694.1 | ||||
|
|
|
|
|||||
Funded Equity Investments |
||||||||
New portfolio company |
$ | 5.5 | $ | 1.0 | ||||
Existing portfolio company |
1.6 | 17.6 | ||||||
|
|
|
|
|||||
Total |
$ | 7.1 | $ | 18.6 | ||||
|
|
|
|
|||||
Unfunded Contractual Commitments(2) |
||||||||
Total |
$ | 73.9 | $ | 75.4 | ||||
|
|
|
|
|||||
Non-Binding Term Sheets |
||||||||
New portfolio company |
$ | 85.0 | $ | 81.0 | ||||
Existing portfolio company |
15.0 | 5.0 | ||||||
|
|
|
|
|||||
Total |
$ | 100.0 | $ | 86.0 | ||||
|
|
|
|
(1) | Includes restructured loans and renewals in addition to new commitments. |
(2) | Amount represents unfunded commitments, including undrawn revolving facilities, which are available at the request of the portfolio company. Amount excludes unfunded commitments which are unavailable due to the borrower having not met certain milestones. |
(3) | Funded amounts include borrowings on revolving facilities. |
We receive principal payments on 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 principal repayments may fluctuate significantly from period to period. During the nine months ended September 30, 2016, we received approximately $334.7 million in aggregate principal repayments. Of the approximately $334.7 million of aggregate principal repayments, approximately $77.9 million were scheduled principal payments and approximately $256.8 million were early principal repayments related to 33 portfolio companies. Of the approximately $256.8 million early principal repayments, approximately $54.9 million were early repayments due to merger and acquisition transactions or initial public offerings (IPOs) for three portfolio companies.
S-30
Total portfolio investment activity (inclusive of unearned income and excluding activity related to taxes payable, escrow receivables and Citigroup warrant participation) as of and for the nine months ended September 30, 2016 and the year ended December 31, 2015 was as follows:
(in millions) |
September 30, 2016 | December 31, 2015 | ||||||
Beginning portfolio |
$ | 1,200.6 | $ | 1,020.7 | ||||
New fundings and restructures |
461.5 | 712.3 | ||||||
Warrants not related to current period fundings |
0.3 | 0.1 | ||||||
Principal payments received on investments |
(77.8 | ) | (115.1 | ) | ||||
Early payoffs |
(256.9 | ) | (388.5 | ) | ||||
Accretion of loan discounts and paid-in-kind principal |
32.1 | 31.7 | ||||||
Net acceleration of loan discounts and loan fees due to early payoff or restructure |
(3.7 | ) | (1.7 | ) | ||||
New loan fees |
(6.6 | ) | (9.5 | ) | ||||
Warrants converted to equity |
0.3 | 0.4 | ||||||
Sale of investments |
(3.7 | ) | (5.2 | ) | ||||
Loss on investments due to write offs |
(9.6 | ) | (7.5 | ) | ||||
Net change in unrealized depreciation |
(15.9 | ) | (37.1 | ) | ||||
|
|
|
|
|||||
Ending portfolio |
$ | 1,320.6 | $ | 1,200.6 | ||||
|
|
|
|
The following table shows the fair value of our portfolio of investments by asset class as of September 30, 2016 and December 31, 2015:
September 30, 2016 | December 31, 2015 | |||||||||||||||
(in thousands) |
Investments at Fair Value |
Percentage of Total Portfolio |
Investments at Fair Value |
Percentage of Total Portfolio |
||||||||||||
Senior Secured Debt with Warrants |
$ | 983,241 | 74.5 | % | $ | 961,464 | 80.1 | % | ||||||||
Senior Secured Debt |
268,618 | 20.3 | % | 171,732 | 14.3 | % | ||||||||||
Preferred Stock |
41,828 | 3.2 | % | 35,245 | 2.9 | % | ||||||||||
Common Stock |
26,923 | 2.0 | % | 32,197 | 2.7 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 1,320,610 | 100.0 | % | $ | 1,200,638 | 100.0 | % | ||||||||
|
|
|
|
|
|
|
|
A summary of our investment portfolio as of September 30, 2016 and December 31, 2015 at value by geographic location is as follows:
September 30, 2016 | December 31, 2015 | |||||||||||||||
(in thousands) |
Investments at Fair Value |
Percentage of Total Portfolio |
Investments at Fair Value |
Percentage of Total Portfolio |
||||||||||||
United States |
$ | 1,259,162 | 95.4 | % | $ | 1,167,281 | 97.2 | % | ||||||||
Netherlands |
20,040 | 1.5 | % | 20,112 | 1.7 | % | ||||||||||
England |
19,640 | 1.5 | % | 8,884 | 0.8 | % | ||||||||||
Switzerland |
12,305 | 0.9 | % | | 0.0 | % | ||||||||||
Canada |
5,662 | 0.4 | % | 595 | 0.0 | % | ||||||||||
Israel |
3,801 | 0.3 | % | 3,764 | 0.3 | % | ||||||||||
India |
| 0.0 | % | 2 | 0.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 1,320,610 | 100.0 | % | $ | 1,200,638 | 100.0 | % | ||||||||
|
|
|
|
|
|
|
|
As of September 30, 2016, we held warrants or equity positions in four companies that have filed registration statements on Form S-1 with the SEC in contemplation of potential IPOs. All four companies filed
S-31
confidentially under the JOBS Act. There can be no assurance that companies that have yet to complete their IPOs will do so 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. Interest income is recognized in accordance with the contractual terms of the loan agreement to the extent that such amounts are expected to be collected. 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 $12.0 million to $25.0 million, although we may make investments in amounts above or below that range. As of September 30, 2016, our debt investments have a term of between two and seven years and typically bear interest at a rate ranging from approximately 4.0% to approximately 12.5%. In addition to the cash yields received on our debt investments, in some instances, our debt investments may also include any of the following: exit fees, balloon payment fees, commitment fees, success fees, payment-in-kind (PIK) provisions or prepayment fees which may be required to be included in income prior to receipt.
Interest on debt securities is generally payable monthly, with amortization of principal typically occurring over the term of the investment. In addition, 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.
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 loans 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. We had approximately $37.0 million of unamortized fees at September 30, 2016, of which approximately $34.5 million was included as an offset to the cost basis of our current debt investments and approximately $2.5 million was deferred contingent upon the occurrence of a funding or milestone. At December 31, 2015 we had approximately $26.1 million of unamortized fees, of which approximately $23.6 million was included as an offset to the cost basis of our current debt investments and approximately $2.5 million was deferred contingent upon the occurrence of a funding or milestone.
Loan exit fees to be paid at the termination of the loan are accreted into interest income over the contractual life of the loan. At September 30, 2016 we had approximately $30.8 million in exit fees receivable, of which approximately $28.0 million was included as a component of the cost basis of our current debt investments and approximately $2.8 million was a deferred receivable related to expired commitments. At December 31, 2015 we had approximately $22.7 million in exit fees receivable, of which approximately $17.4 million was included as a component of the cost basis of our current debt investments and approximately $5.3 million was a deferred receivable related to expired commitments.
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 recorded as interest income and added to the principal balance of the loan on specified capitalization dates. To maintain our ability to be subject to tax as a RIC, this non-cash source of income must be paid out to stockholders with other sources of income in the form of dividend distributions even though we have not yet collected the cash. Amounts necessary to pay these distributions may come from available cash or the liquidation of certain investments. We recorded approximately $2.1 million and $1.5 million in PIK income in the three months ended September 30, 2016 and 2015, respectively. We recorded approximately $5.7 million and $3.3 million in PIK income in the nine months ended September 30, 2016 and 2015, respectively.
S-32
The core yield on our debt investments, which excludes any benefits from the fees and income related to early loan repayment acceleration of unamortized fees and income as well as prepayment of fees and includes income from expired commitments, was 13.2% and 12.6% during the three months ended September 30, 2016 and 2015, respectively. The effective yield on our debt investments, which includes the effects of fee and income accelerations attributed to early payoffs, restructuring, loan modifications and other one-time events, was 14.6% and 16.4% for the three months ended September 30, 2016 and 2015, respectively. The effective yield is derived by dividing total investment income by the weighted average earning investment portfolio assets outstanding during the quarter, excluding non-interest earning assets such as warrants and equity investments. Both the core yield and effective yield may be higher than what our common stockholders may realize as the core yield and effective yield do not reflect our expenses and any sales load paid by our common stockholders.
The total return for our investors was approximately 19.5% and -27.3% during the nine months ended September 30, 2016 and 2015, respectively. The total return equals the change in the ending market value over the beginning of the period price per share plus dividend distributions paid per share during the period, divided by the beginning price assuming the distribution is reinvested on the date of the distribution. The total return does not reflect any sales load that must be paid by investors.
Portfolio Composition
Our portfolio companies are primarily privately held companies and public companies which are active in the drug discovery and development, sustainable and renewable technology, software, drug delivery, medical devices and equipment, media/content/info, internet consumer and business services, specialty pharmaceuticals, healthcare services, communications and networking, consumer and business products, surgical devices, semiconductors, biotechnology tools, electronics and computer hardware, diagnostic, and information services 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 September 30, 2016, approximately 73.6% of the fair value of our portfolio was composed of investments in five industries: 27.0% was composed of investments in the drug discovery and development industry, 14.8% was comprised of investments in the sustainable and renewable technology industry, 14.3% was composed of investments in the software industry, 8.8% was composed of investments in the drug delivery industry, and 8.7% was composed of investments in the medical devices and equipment industry.
S-33
The following table shows the fair value of our portfolio by industry sector at September 30, 2016 and December 31, 2015:
September 30, 2016 | December 31, 2015 | |||||||||||||||
(in thousands) |
Investments at Fair Value |
Percentage of Total Portfolio |
Investments at Fair Value |
Percentage of Total Portfolio |
||||||||||||
Drug Discovery & Development |
$ | 356,190 | 27.0 | % | $ | 284,266 | 23.7 | % | ||||||||
Sustainable and Renewable Technology |
195,861 | 14.8 | % | 159,487 | 13.3 | % | ||||||||||
Software |
188,986 | 14.3 | % | 147,237 | 12.3 | % | ||||||||||
Drug Delivery |
116,450 | 8.8 | % | 164,665 | 13.7 | % | ||||||||||
Medical Devices & Equipment |
114,588 | 8.7 | % | 90,560 | 7.5 | % | ||||||||||
Media/Content/Info |
109,603 | 8.3 | % | 95,488 | 7.9 | % | ||||||||||
Internet Consumer & Business Services |
92,915 | 7.0 | % | 88,377 | 7.4 | % | ||||||||||
Specialty Pharmaceuticals |
39,466 | 3.0 | % | 52,088 | 4.3 | % | ||||||||||
Healthcare Services, Other |
30,198 | 2.3 | % | 15,131 | 1.3 | % | ||||||||||
Communications & Networking |
18,985 | 1.5 | % | 33,213 | 2.8 | % | ||||||||||
Consumer & Business Products |
18,755 | 1.4 | % | 26,611 | 2.2 | % | ||||||||||
Surgical Devices |
12,816 | 1.0 | % | 11,185 | 0.9 | % | ||||||||||
Semiconductors |
10,925 | 0.8 | % | 22,705 | 1.9 | % | ||||||||||
Biotechnology Tools |
7,228 | 0.5 | % | 719 | 0.1 | % | ||||||||||
Electronics & Computer Hardware |
7,061 | 0.5 | % | 6,928 | 0.6 | % | ||||||||||
Diagnostic |
581 | 0.1 | % | 321 | 0.0 | % | ||||||||||
Information Services |
2 | 0.0 | % | 1,657 | 0.1 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 1,320,610 | 100.0 | % | $ | 1,200,638 | 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 warrants or other 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 nine months ended September 30, 2016 and the year ended December 31, 2015, our ten largest portfolio companies represented approximately 33.1% and 32.1% of the total fair value of our investments in portfolio companies, respectively. At September 30, 2016 and December 31, 2015, we had three and two investments, respectively, that represented 5% or more of our net assets. At September 30, 2016, we had six equity investments representing approximately 51.9% 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, 2015, we had four equity investments which represented approximately 53.2% 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 September 30, 2016 approximately 92.9% 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 should market interest rates rise in the near future.
As of September 30, 2016, 91.2% of our debt investments were in a senior secured first lien position with the remaining 8.8% secured by a senior second priority security interest in all of the portfolio companys assets, other than intellectual property. In the majority of cases, we collateralize our investments by obtaining a first priority security interest in a portfolio companys assets, which may include its intellectual property. In other cases, we may obtain a negative pledge covering a companys intellectual property. At September 30, 2016, of the approximately 91.2% of our debt investments in a senior secured first lien position, 42.3% were secured by a first priority security in all of the assets of the portfolio company, including its intellectual property; 45.6% were secured by a first priority security in all of the assets of the portfolio company and the portfolio company was
S-34
prohibited from pledging or encumbering its intellectual property, or subject to a negative pledge; and 3.3% were secured by a first priority security in all of the assets of the portfolio company, including its intellectual property, with a second lien on the portfolio companys cash and accounts receivable. At September 30, 2016 we had no equipment only liens on material investments in our portfolio companies.
Our investments in senior secured debt with warrants have detachable equity enhancement features, typically in the form of warrants or other equity-related securities designed to provide us with an opportunity for capital appreciation. These features are treated as original issue discount (OID) and are accreted into interest income over the term of the loan as a yield enhancement. 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 September 30, 2016, we held warrants in 138 portfolio companies, with a fair value of approximately $27.7 million. The fair value of our warrant portfolio increased by approximately $4.7 million, as compared to a fair value of $23.0 million at December 31, 2015 primarily related to the addition of warrants in 18 new and 11 existing portfolio companies during the period.
Our existing warrant holdings would require us to invest approximately $100.8 million to exercise such warrants as of September 30, 2016. Warrants may appreciate or depreciate in value depending largely upon the underlying portfolio companys performance and overall market conditions. Of the warrants that we have monetized since inception, we have realized multiples in the range of approximately 1.02x to 29.22x 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 experience losses 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 generally 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 control and affiliate investments for the three and nine months ended September 30, 2016 and 2015. We did not hold any Control investments at September 30, 2015.
(in thousands) |
For the Three Months Ended September 30, 2016 | For the Nine Months Ended September 30, 2016 | ||||||||||||||||||||||||||||||||||||||
Portfolio Company |
Type | Fair Value
at September 30, 2016 |
Investment Income |
Net Change
in Unrealized Appreciation/ (Depreciation) |
Reversal
of Unrealized Appreciation / (Depreciation) |
Realized Gain/ (Loss) |
Investment Income |
Net Change
in Unrealized Appreciation/ (Depreciation) |
Reversal
of Unrealized Appreciation / (Depreciation) |
Realized Gain/ (Loss) |
||||||||||||||||||||||||||||||
Control Investments |
||||||||||||||||||||||||||||||||||||||||
SkyCross, Inc. |
Control | $ | | $ | | $ | | $ | | $ | | $ | | $ | (3,421 | ) | $ | | $ | | ||||||||||||||||||||
Achilles Technology Management Co II, Inc. |
Control | 4,991 | 16 | | | | 16 | | | | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total Control Investments |
$ | 4,991 | $ | 16 | $ | | $ | | $ | | $ | 16 | $ | (3,421 | ) | $ | | $ | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Affiliate Investments |
||||||||||||||||||||||||||||||||||||||||
Optiscan BioMedical, Corp. |
Affiliate | $ | 5,102 | $ | | $ | 553 | $ | | $ | | $ | 12 | $ | (2,833 | ) | $ | | $ | | ||||||||||||||||||||
Stion Corporation |
Affiliate | 821 | 30 | | | | 133 | 539 | 648 | | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total Affiliate Investments |
$ | 5,923 | $ | 30 | $ | 553 | $ | | $ | | $ | 145 | $ | (2,294 | ) | $ | 648 | $ | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total Control & Affiliate Investments |
$ | 10,914 | $ | 46 | $ | 553 | $ | | $ | | $ | 161 | $ | (5,715 | ) | $ | 648 | $ | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-35
(in thousands) |
For the Three Months Ended September 30, 2015 | For the Nine Months Ended September 30, 2015 | ||||||||||||||||||||||||||||||||||||||
Portfolio Company |
Type | Fair Value at September 30, 2015 |
Investment Income |
Net Change in Unrealized Appreciation/ (Depreciation) |
Reversal
of Unrealized Appreciation / (Depreciation) |
Realized Gain/ (Loss) |
Investment Income |
Net Change in Unrealized Appreciation/ (Depreciation) |
Reversal of Unrealized Appreciation / (Depreciation) |
Realized Gain/ (Loss) |
||||||||||||||||||||||||||||||
Gelesis, Inc. |
Affiliate | $ | 1,398 | $ | | $ | (837 | ) | $ | | $ | | $ | | $ | 1,071 | $ | | $ | | ||||||||||||||||||||
Optiscan BioMedical, Corp. |
Affiliate | 6,186 | | (432 | ) | | | | 113 | | | |||||||||||||||||||||||||||||
Stion Corporation |
Affiliate | 1,600 | 83 | 420 | | | 279 | 359 | | | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total Affiliate Investments |
$ | 9,184 | $ | 83 | $ | (849 | ) | $ | | $ | | $ | 279 | $ | 1,543 | $ | | $ | | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In June 2016 our investments in SkyCross, Inc. became classified as a control investment as a result of obtaining more than 50% representation on the portfolio companys board. In June 2016 we also acquired 100% ownership of the equity of Achilles Technology Management Co II, Inc. and classified it as a control investment in accordance with the requirements of the 1940 Act. In June 2016, Achilles Technology Management Co II, Inc. acquired the assets of a global antenna company that produces radio frequency system solutions as part of an article 9 consensual foreclosure and public auction for total consideration in the amount of $4.0 million. In September 2016 we made a $1.0 million debt investment in Achilles Technology Management II to provide working capital under the terms of a loan servicing agreement. Our investments in Achilles Technology Management Co II, Inc. are carried on the consolidated statement of assets and liabilities at fair value.
As of December 31, 2015, changes to the capitalization structure of the portfolio company Gelesis, Inc. reduced our investment below the threshold for classification as an affiliate investment.
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 September 30, 2016 and December 31, 2015, respectively:
(in thousands) | September 30, 2016 | December 31, 2015 | ||||||||||||||||||||||
Investment Grading |
Number of Companies |
Debt Investments at Fair Value |
Percentage of Total Portfolio |
Number of Companies |
Debt Investments at Fair Value |
Percentage of Total Portfolio |
||||||||||||||||||
1 |
14 | $ | 269,767 | 22.0 | % | 18 | $ | 215,202 | 19.4 | % | ||||||||||||||
2 |
35 | 516,504 | 42.3 | % | 47 | 759,274 | 68.4 | % | ||||||||||||||||
3 |
26 | 371,968 | 30.4 | % | 6 | 44,837 | 4.0 | % | ||||||||||||||||
4 |
7 | 40,788 | 3.3 | % | 4 | 34,153 | 3.1 | % | ||||||||||||||||
5 |
7 | 25,094 | 2.0 | % | 10 | 56,743 | 5.1 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
89 | $ | 1,224,121 | 100.0 | % | 85 | $ | 1,110,209 | 100.0 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2016, our debt investments had a weighted average investment grading of 2.32, as compared to 2.16 at December 31, 2015. 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.
The decline in weighted average investment grading at September 30, 2016 from December 31, 2015 is primarily due to the net increase of rated 3 portfolio companies due to underperformance or near term funding requirements. This decline is partially offset by a net reduction in the number of rated 5 companies due to performance improvements or settlement of positions that were rated 5 at December 31, 2015. During the nine months ended September 30, 2016, a net of twenty existing portfolio companies were downgraded to a 3 rating. During the nine months ended September 30, 2016, a net of three portfolio companies were upgraded that were rated 5 at December 31, 2015.
S-36
At September 30, 2016, we had six debt investments on non-accrual with a cumulative investment cost and fair value of approximately $46.2 million and $9.3 million, respectively. At December 31, 2015, we had five debt investments on non-accrual with cumulative investment cost and fair value of approximately $47.4 million and $23.2 million, respectively. In addition, at December 31, 2015, we had one debt investment with an investment cost and fair value of approximately $20.1 million and $14.9 million, respectively, for which only the PIK interest was on non-accrual. During the nine months ended September 30, 2016, we recognized a realized loss of approximately $6.2 million on the settlement of one debt investment that was on non-accrual at December 31, 2015. In addition, we recognized realized losses of $419,000 and $430,000 on the liquidation and partial write off, respectively, of two debt investments that were on non-accrual as of December 31, 2015.
Results of Operations
Comparison of the three and nine months ended September 30, 2016 and 2015
Investment Income
Total investment income for the three months ended September 30, 2016 was approximately $45.1 million as compared to approximately $47.1 million for the three months ended September 30, 2015. Total investment income for the nine months ended September 30, 2016 was approximately $127.6 million as compared to approximately $117.8 million for the nine months ended September 30, 2015.
Interest income for the three months ended September 30, 2016 totaled approximately $40.0 million as compared to approximately $40.3 million for the three months ended September 30, 2015. Interest income for the nine months ended September 30, 2016 totaled approximately $116.1 million as compared to approximately $106.1 million for nine months ended September 30, 2015. The decrease in interest income for the three months ended September 30, 2016 as compared to the same period ended September 30, 2015 is primarily attributable to a decrease in the acceleration of interest income due to early loan repayments, offset by an increase in interest income related to the weighted average balance of principal outstanding on our debt investments. The increase in interest income for the nine months ended September 30, 2016 as compared to the same period ended September 30, 2015 is primarily attributable to debt investment portfolio growth, specifically an increase in the weighted average principal outstanding between the periods.
Of the $40.0 million in interest income for the three months ended September 30, 2016, approximately $38.2 million represents recurring income from the contractual servicing of our loan portfolio and approximately $1.8 million represents income related to the acceleration of income due to early loan repayments and other one-time events during the period. Income from recurring interest and the acceleration of interest income due to early loan repayments represented $34.5 million and $5.8 million, respectively, of the $40.3 million interest income for the three months ended September 30, 2015.
Of the $116.1 million in interest income for the nine months ended September 30, 2016, approximately $111.8 million represents recurring income from the contractual servicing of our loan portfolio and approximately $4.3 million represents income related to the acceleration of income due to early loan repayments and other one-time events during the period. Income from recurring interest and the acceleration of interest income due to early loan repayments represented $100.0 million and $6.1 million, respectively, of the $106.1 million interest income for the nine months ended September 30, 2015.
Income from commitment, facility and loan related fees for the three months ended September 30, 2016 totaled approximately $5.1 million as compared to approximately $6.8 million for the three months ended September 30, 2015. Income from commitment, facility and loan related fees for the nine months ended September 30, 2016 totaled approximately $11.5 million as compared to approximately $11.6 million for the nine months ended September 30, 2015. The decrease in fee income for the three and nine months ended September 30, 2016 is primarily attributable to a decrease in the acceleration of unamortized fees due to early repayments and one-time fees between periods.
S-37
Of the $5.1 million in income from commitment, facility and loan related fees for the three months ended September 30, 2016, approximately $2.5 million represents income from recurring fee amortization and approximately $2.6 million represents income related to the acceleration of unamortized fees due to early repayments and one-time fees for the period. Income from recurring fee amortization and the acceleration of unamortized fees due to early loan repayments represented $1.9 million and $4.9 million, respectively, of the $6.8 million income for the three months ended September 30, 2015.
Of the $11.5 million in income from commitment, facility and loan related fees for the nine months ended September 30, 2016, approximately $7.2 million represents income from recurring fee amortization and approximately $4.3 million represents income related to the acceleration of unamortized fees due to early repayments and one-time fees for the period. Income from recurring fee amortization and the acceleration of unamortized fees due to early loan repayments represented $5.1 million and $6.5 million, respectively, of the $11.6 million income for the nine months ended September 30, 2015.
The following table shows the PIK-related activity for the nine months ended September 30, 2016 and 2015, at cost:
Nine Months Ended September 30, |
||||||||
(in thousands) |
2016 | 2015 | ||||||
Beginning PIK interest receivable balance |
$ | 5,149 | $ | 6,250 | ||||
PIK interest income during the period |
5,676 | 3,336 | ||||||
PIK accrued (capitalized) to principal but not recorded as income during the period |
(2,146 | ) | | |||||
Payments received from PIK loans |
(438 | ) | (3,041 | ) | ||||
Realized loss |
(266 | ) | (223 | ) | ||||
|
|
|
|
|||||
Ending PIK interest receivable balance |
$ | 7,975 | $ | 6,322 | ||||
|
|
|
|
The increase in PIK interest income during the nine months ended September 30, 2016 as compared to the nine months ended September 30, 2015 is due to an increase in the weighted average principal outstanding of loans which bear PIK interest. The increase is primarily due to new originations and compounding interest, along with a decrease in the number of PIK loans which paid off during the period.
In certain investment transactions, we may earn income from advisory services; however, we had no income from advisory services in the three and nine months ended September 30, 2016 or 2015.
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 $21.3 million and $23.5 million during the three months ended September 30, 2016 and 2015, respectively. Our operating expenses totaled approximately $60.4 million and $64.4 million during the nine months ended September 30, 2016 and 2015, receptively.
Interest and Fees on our Borrowings
Interest and fees on our borrowings totaled approximately $10.1 million and $8.9 million for the three months ended September 30, 2016 and 2015, respectively and approximately $27.0 million and $27.4 million for the nine months ended September 30, 2016 and 2015, respectively. Interest and fee expense for the three months ended September 30, 2016 as compared to September 30, 2015 increased due to higher weighted average principal balances outstanding on our 2024 Notes along with higher debt issuance cost amortization on our Asset
S-38
Backed Notes, offset by a reduction in interest expense on our credit facilities and Convertible Notes. The slight decrease in interest and fee expense for the nine months ended September 30, 2016 as compared to September 30, 2015 was attributable to the payoff of our Convertible Notes, 2017 Asset Backed Notes and a reduction in the weighted average principal balance outstanding on our Credit Facilities between periods.
We had a weighted average cost of debt, comprised of interest and fees and loss on debt extinguishment (long-term liabilitiesconvertible senior notes), of approximately 6.0% and 5.6% for the three months ended September 30, 2016 and 2015, respectively, and a weighted average cost of debt of approximately 5.8% and 5.9% for the nine months ended September 30, 2016 and 2015, respectively. The increase in the weighted average cost of debt for the three months ended September 30, 2016 as compared to the same period ended September 30, 2015 is primarily attributable to the acceleration of unamortized fee expense related to pay downs on our Asset Backed Notes, and the incremental issuance of our 2024 Notes in the prior period. The decrease between the nine months ended September 30, 2016 and September 30, 2015 was primarily driven by a reduction in the weighted average principal outstanding on our higher yielding debt instruments compared to the prior period, specifically due to redemptions of our 2019 Notes and Convertible Notes, offset by the incremental issuance of our 2024 Notes.
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 $4.1 million from $4.5 million for the three months ended September 30, 2016 and 2015. Our general and administrative expenses decreased slightly to $12.1 million from $12.2 million for the nine months ended September 30, 2016 and 2015. The decrease for the three and nine months ended September 30, 2016 was primarily attributable to a reduction in costs related to strategic hiring objectives, slightly offset by an increase in corporate legal and other expenses between periods.
Employee Compensation
Employee compensation and benefits totaled $5.6 million for the three months ended September 30, 2016 as compared to $8.0 million for the three months ended September 30, 2015, and $15.6 million for the nine months ended September 30, 2016 as compared to $17.6 million for the nine months ended September 30, 2015. The decrease for the three and nine-month comparative period was primarily due to changes in variable compensation expenses related to general and originator performance factors.
Employee stock-based compensation totaled $1.4 million for the three months ended September 30, 2016 as compared to $2.2 million for the three months ended September 30, 2015 and $5.6 million for the nine months ended September 30, 2016 as compared to $7.2 million for the nine months ended September 30, 2015. The decrease between both comparative periods was primarily related to restricted stock award vesting, specifically the final vesting of retention grants issued in 2014.
Loss on Extinguishment of Convertible Senior Notes
Our Convertible Senior Notes were fully settled on or before their contractual maturity date of April 15, 2016. Throughout the life of the Convertible Senior Notes, holders of approximately $74.8 million of our Convertible Senior Notes exercised their conversion rights. These Convertible Senior Notes were settled with a combination of cash equal to the outstanding principal amount of the Convertible Senior Notes and approximately 1.6 million shares of our common stock, or $24.3 million.
We recorded a loss on extinguishment of debt for the proportionate amount of unamortized debt issuance costs and original issue discount. The loss was partially offset by a gain in the amount of the difference between the outstanding principal balance of the converted notes and the fair value of the debt instrument. The net loss on
S-39
extinguishment of debt we recorded for the year ended December 31, 2015 was $1,000. We did not record a loss on extinguishment of debt in the three and nine months ended September 30, 2016. The loss on extinguishment of debt was classified as a component of net investment income in our Consolidated Statement of Operations.
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 nine months ended September 30, 2016 and 2015 is as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Realized gains |
$ | 9,423 | $ | 6,790 | $ | 13,634 | $ | 11,614 | ||||||||
Realized losses |
(1,553 | ) | (424 | ) | (10,207 | ) | (3,190 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net realized gains |
$ | 7,870 | $ | 6,366 | $ | 3,427 | $ | 8,424 | ||||||||
|
|
|
|
|
|
|
|
During the three months ended September 30, 2016 and 2015, we recognized net realized gains of $7.9 and $6.4 million, respectively. During the three months ended September 30, 2016, we recorded gross realized gains of $9.4 million primarily from the sale or acquisition of our holdings in three portfolio companies, including Box, Inc. ($7.8 million), Touchcommerce, Inc. ($698,000), and ReachLocal ($610,000). These gains were offset by gross realized losses of $1.5 million primarily from the write off of our warrant and equity investments in one portfolio company and our debt investment in one portfolio company.
During the three months ended September 30, 2015, we recorded gross realized gains of $6.8 million primarily from the sale of investments in three portfolio companies, including Box, Inc. ($2.7 million), Atrenta, Inc. ($2.6 million), and Egalet Corporation ($652,000), and approximately $871,000 from subsequent recoveries received on two previously written-off debt investments. These gains were offset by gross realized losses of $424,000 from the liquidation of our investments in one portfolio company.
During the nine months ended September 30, 2016 and 2015, we recognized net realized gains of $3.4 million and $8.4 million, respectively. During the nine months ended September 30, 2016, we recorded gross realized gains of $13.6 million primarily from the sale or acquisition of our investments in five portfolio companies, including Box, Inc. ($8.9 million), Celator Pharmaceuticals, Inc. ($1.5 million), Ping Identity Corporation ($1.3 million), Touchcommerce, Inc. ($698,000) and ReachLocal ($610,000). These gains were offset by gross realized losses of $10.2 million primarily from the liquidation or write off of our warrant and equity investments in six portfolio companies and of our debt investments in four portfolio companies, including the settlement of our outstanding debt investment in The Neat Company ($6.2 million).
During the nine months ended September 30, 2015 we recorded gross realized gains of $11.6 million primarily from the sale of investments in seven portfolio companies, including Box, Inc. ($2.7 million), Atrenta, Inc. ($2.6 million), Cempra, Inc. ($2.0 million), Celladon Corporation ($1.4 million), Egalet Corporation ($652,000), Everyday Health, Inc. ($387,000) and Identiv, Inc. ($304,000). These gains were partially offset by gross realized losses of $3.2 million from the liquidation of our investments in nine portfolio companies.
S-40
The net unrealized appreciation and depreciation of our investments is based on the fair value of each investment determined in good faith by our Board of Directors. The following table summarizes the change in net unrealized appreciation (depreciation) of investments for the three and nine months ended September 30, 2016 and 2015:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Gross unrealized appreciation on portfolio investments |
$ | 25,903 | $ | 19,515 | $ | 55,428 | $ | 55,369 | ||||||||
Gross unrealized depreciation on portfolio investments |
(21,309 | ) | (40,366 | ) | (76,801 | ) | (82,479 | ) | ||||||||
Reversal of prior period net unrealized appreciation upon a realization event |
(7,161 | ) | (5,162 | ) | (7,421 | ) | (8,816 | ) | ||||||||
Reversal of prior period net unrealized depreciation upon a realization event |
1,550 | | 12,803 | 2,162 | ||||||||||||
Net unrealized appreciation (depreciation) attributable to taxes payable |
217 | 63 | (78 | ) | 660 | |||||||||||
Net unrealized appreciation (depreciation) on escrow receivables |
| | | | ||||||||||||
Citigroup warrant participation |
(34 | ) | 69 | (3 | ) | 62 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net unrealized appreciation (depreciation) on portfolio investments |
$ | (834 | ) | $ | (25,881 | ) | $ | (16,072 | ) | $ | (33,042 | ) | ||||
|
|
|
|
|
|
|
|
During the three months ended September 30, 2016, we recorded approximately $834,000 of net unrealized depreciation, of which $1.0 million was net unrealized depreciation from our debt, equity and warrant investments. Approximately $7.7 million was attributed to net unrealized depreciation on our debt investments related to $14.1 million of unrealized depreciation for collateral based impairments on eleven portfolio companies offset by the reversal of $1.3 million of unrealized depreciation for prior period collateral based impairments on one portfolio company and $4.8 million of unrealized appreciation from our current market yield analysis related to industry performance. This net unrealized depreciation was partially offset by approximately $4.0 million of net unrealized appreciation on our equity investments, which primarily relates to $6.5 million of unrealized appreciation on our public equity portfolio and $2.3 million of unrealized appreciation on our private portfolio companies related to portfolio company performance, offset by the reversal of approximately $4.7 million of net unrealized appreciation upon being realized as a gain on sales of Box, Inc. An additional $2.7 million of net unrealized appreciation on our warrant investments was primarily due to $5.8 million of unrealized appreciation on our private portfolio companies related to portfolio company performance offset by the reversal of approximately $2.0 million of unrealized appreciation upon being realized as a gain due to the acquisition of our warrant investments in two portfolio companies.
Net unrealized depreciation was further offset by $217,000 as a result of decreased estimated taxes payable for the three months ended September 30, 2016.
Net unrealized depreciation increased by $34,000 as a result of net depreciation of fair value on the pool of warrants collateralized under the warrant participation agreement during the three months ended September 30, 2016.
During the three months ended September 30, 2015, we recorded approximately $25.9 million of net unrealized depreciation, of which $26.1 million was net unrealized depreciation from our debt, equity and warrant investments. Approximately $18.1 million was attributed to net unrealized depreciation on our equity investments which primarily related to $9.8 million of unrealized depreciation on our public equity portfolio with the largest concentration in our investment in Box, Inc., $3.8 million of unrealized depreciation on our private portfolio companies related to declining industry performance, and the reversal of $4.5 million of unrealized appreciation upon being realized as a gain on sale of Box, Inc. and the acquisition proceeds received from Atrenta, Inc. Approximately $9.4 million was attributed to net unrealized depreciation on our warrant
S-41
investments which primarily related to approximately $2.1 million of unrealized depreciation on our public warrant portfolio related to portfolio company performance and $6.1 million of unrealized depreciation on our private portfolio companies related to declining industry performance. This net unrealized depreciation was partially offset by approximately $1.4 million of net unrealized appreciation on our debt investments which primarily related to the reversal of $3.1 million of unrealized depreciation on a previous collateral based impairment offset by $1.0 million of unrealized depreciation for collateral based impairments on twelve portfolio companies.
Net unrealized depreciation was offset by $63,000 as a result of decreased estimated taxes payable for the three months ended September 30, 2015.
Net unrealized depreciation was further offset by $69,000 as a result of net depreciation of fair value on the pool of warrants collateralized under the warrant participation agreement and as a result of the acquisition proceeds we received on our Atrenta, Inc. equity, which was exercised from warrants subject to the agreement during the three months ended September 30, 2015.
The following table summarizes the change in net unrealized appreciation (depreciation) in the investment portfolio by category, excluding net unrealized appreciation (depreciation) on taxes payable, escrow receivables and Citigroup warrant participation, for the three months ended September 30, 2016 and 2015:
Three Months Ended September 30, 2016 | ||||||||||||||||
(in millions) |
Debt | Equity | Warrants | Total | ||||||||||||
Collateral Based Impairments |
$ | (14.1 | ) | $ | (0.1 | ) | $ | (0.3 | ) | $ | (14.5 | ) | ||||
Reversals of Prior Period Collateral Based Impairments |
1.3 | | | 1.3 | ||||||||||||
Reversals due to Debt Payoffs & Warrant/Equity Sales |
0.3 | (4.7 | ) | (2.0 | ) | (6.4 | ) | |||||||||
Fair Value Market/Yield Adjustments* |
||||||||||||||||
Level 1 & 2 Assets |
0.3 | 6.5 | (0.8 | ) | 6.0 | |||||||||||
Level 3 Assets |
4.5 | 2.3 | 5.8 | 12.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Fair Value Market/Yield Adjustments |
4.8 | 8.8 | 5.0 | 18.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Unrealized Appreciation/(Depreciation) |
$ | (7.7 | ) | $ | 4.0 | $ | 2.7 | $ | (1.0 | ) | ||||||
|
|
|
|
|
|
|
|
|||||||||
Three Months Ended September 30, 2015 | ||||||||||||||||
(in millions) |
Debt | Equity | Warrants | Total | ||||||||||||
Collateral Based Impairments |
$ | (1.0 | ) | $ | | $ | (0.4 | ) | $ | (1.4 | ) | |||||
Reversals of Prior Period Collateral Based Impairments |
3.1 | | | 3.1 | ||||||||||||
Reversals due to Debt Payoffs & Warrant/Equity Sales |
0.2 | (4.5 | ) | (0.8 | ) | (5.1 | ) | |||||||||
Fair Value Market/Yield Adjustments* |
||||||||||||||||
Level 1 & 2 Assets |
| (9.8 | ) | (2.1 | ) | (11.9 | ) | |||||||||
Level 3 Assets |
(0.9 | ) | (3.8 | ) | (6.1 | ) | (10.8 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Fair Value Market/Yield Adjustments |
(0.9 | ) | (13.6 | ) | (8.2 | ) | (22.7 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Unrealized Appreciation/(Depreciation) |
$ | 1.4 | $ | (18.1 | ) | $ | (9.4 | ) | $ | (26.1 | ) | |||||
|
|
|
|
|
|
|
|
* | 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 Topic 820 (Fair Value Measurements). |
S-42
During the nine months ended September 30, 2016, we recorded approximately $16.1 million of net unrealized depreciation, of which $15.9 million was net unrealized depreciation from our debt, equity and warrant investments. Approximately $9.7 million was attributed to net unrealized depreciation on our debt investments which was primarily related to $34.7 million of unrealized depreciation for collateral based impairments on eleven portfolio companies offset by the reversal of $12.5 million of unrealized depreciation upon payoff or settling of our debt investments and the reversal of $7.0 million of unrealized depreciation for prior period collateral based impairments on five portfolio companies. Approximately $8.5 million was attributed to net unrealized depreciation on our equity investments which primarily relates to $3.9 million of unrealized depreciation on our public equity portfolio with the largest concentration in our investment in Box, Inc. and the reversal of $4.6 million of net unrealized appreciation upon being realized as a gain on sales of Box, Inc. and the write off of three portfolio company investments. This unrealized depreciation was partially offset by approximately $2.3 million of net unrealized appreciation on our warrant investments primarily related to $5.4 million of net unrealized appreciation on our private portfolio companies related to portfolio company performance offset by the reversal of approximately $1.2 million of unrealized appreciation upon being realized as a gain due to the acquisition of our warrant investments in two portfolio companies and the write off of five portfolio company investments.
Net unrealized depreciation increased by $78,000 as a result of increased estimated taxes payable for the nine months ended September 30, 2016.
Net unrealized appreciation was further increased by $3,000 as a result of net depreciation of fair value on the pool of warrants collateralized under the warrant participation agreement and a decrease in the liability for the acquisition proceeds received on our Ping Identity Corporation equity investment, which had been exercised from warrants that were included in the collateral pool, during the nine months ended September 30, 2016.
During the nine months ended September 30, 2015, we recorded approximately $33.0 million of net unrealized depreciation, of which $33.8 million was net unrealized depreciation from our debt, equity and warrant investments. Approximately $3.5 million was attributed to net unrealized depreciation on our debt investments which was primarily related to $10.2 million of unrealized depreciation for collateral based impairments on twelve portfolio companies offset by the reversal of $5.6 million of unrealized depreciation for prior period collateral based impairments on three portfolio companies. Approximately $22.8 million was attributed to net unrealized depreciation on our equity investments which primarily related to approximately $11.9 million of unrealized depreciation on our public equity portfolio with the largest concentration in our investment in Box, Inc. and the reversal of $8.2 million of prior period net unrealized appreciation upon being realized as a gain for our sale of shares of Box, Inc., Cempra, Inc. Celladon Corporation, Everyday Health, and Identiv, Inc. as discussed above. Finally approximately $7.5 million is attributed to net unrealized depreciation on our warrant investments which primarily related to $7.4 million of unrealized depreciation on our private portfolio companies related to declining industry performance.
Net unrealized depreciation was offset by $660,000 as a result of decreased estimated taxes payable for the nine months ended September 30, 2015.
Net unrealized depreciation was further offset by $62,000 as a result of net depreciation of fair value on the pool of warrants collateralized under the warrant participation as a result of the acquisition proceeds we received on our Atrenta, Inc. equity, which was exercised from warrants subject to the agreement during nine months ended September 30, 2015.
S-43
The following table summarizes the change in net unrealized appreciation (depreciation) in the investment portfolio by category, excluding net unrealized appreciation (depreciation) on taxes payable, escrow receivables and Citigroup warrant participation, for the nine months ended September 30, 2016 and 2015:
Nine Months Ended September 30, 2016 | ||||||||||||||||
(in millions) |
Debt | Equity | Warrants | Total | ||||||||||||
Collateral Based Impairments |
$ | (34.7 | ) | $ | (0.1 | ) | $ | (0.4 | ) | $ | (35.2 | ) | ||||
Reversals of Prior Period Collateral Based Impairments |
7.0 | | | 7.0 | ||||||||||||
Reversals due to Debt Payoffs & Warrant/Equity Sales |
12.5 | (4.6 | ) | (1.2 | ) | 6.7 | ||||||||||
Fair Value Market/Yield Adjustments* |
||||||||||||||||
Level 1 & 2 Assets |
0.3 | (3.9 | ) | (1.5 | ) | (5.1 | ) | |||||||||
Level 3 Assets |
5.2 | 0.1 | 5.4 | 10.7 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Fair Value Market/Yield Adjustments |
5.5 | (3.8 | ) | 3.9 | 5.6 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Unrealized Appreciation/(Depreciation) |
$ | (9.7 | ) | $ | (8.5 | ) | $ | 2.3 | $ | (15.9 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Nine Months Ended September 30, 2015 | ||||||||||||||||
(in millions) |
Debt | Equity | Warrants | Total | ||||||||||||
Collateral Based Impairments |
$ | (10.2 | ) | $ | | $ | (0.4 | ) | $ | (10.6 | ) | |||||
Reversals of Prior Period Collateral Based Impairments |
5.6 | | 0.4 | 6.0 | ||||||||||||
Reversals due to Debt Payoffs & Warrant/Equity Sales |
0.4 | (8.2 | ) | 1.1 | (6.7 | ) | ||||||||||
Fair Value Market/Yield Adjustments* |
||||||||||||||||
Level 1 & 2 Assets |
| (11.9 | ) | (1.2 | ) | (13.1 | ) | |||||||||
Level 3 Assets |
0.7 | (2.7 | ) | (7.4 | ) | (9.4 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Fair Value Market/Yield Adjustments |
0.7 | (14.6 | ) | (8.6 | ) | (22.5 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Unrealized Appreciation/(Depreciation) |
$ | (3.5 | ) | $ | (22.8 | ) | $ | (7.5 | ) | $ | (33.8 | ) | ||||
|
|
|
|
|
|
|
|
* | 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 Topic 820 (Fair Value Measurements). |
Income and Excise Taxes
We account for income taxes in accordance with the provisions of Topic 740 of the Financial Accounting Standards Boards (FASBs) Accounting Standards Codification, as amended (ASC), Income Taxes, under which income taxes are provided for amounts currently payable and for amounts deferred 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 may be used to reduce deferred tax assets to the amount likely to be realized. Based upon our previous election and anticipated continued qualification to be subject to taxation as a RIC, we are typically not subject to a material level of federal income taxes. We intend to distribute approximately $8.2 million of spillover earnings from ordinary income from the year ended December 31, 2015 to our stockholders in 2016.
Net Increase in Net Assets Resulting from Operations and Earnings Per Share
For the three months ended September 30, 2016 and 2015, the net increase in net assets resulting from operations totaled approximately $30.8 million and approximately $4.1 million, respectively. For the nine months ended September 30, 2016 and 2015, the net increase in net assets resulting from operations totaled approximately $54.6 million and approximately $28.7 million, respectively.
S-44
Both the basic and fully diluted net change in net assets per common share were $0.41 per share and $0.74 per share, respectively, for the three and nine months ended September 30, 2016 and both the basic and fully diluted net change in net assets per common share for the three and nine months ended September 30, 2015 were $0.05 per share and $0.40 per share, respectively.
For the purpose of calculating diluted earnings per share for three and nine months ended September 30, 2015, the dilutive effect of the Convertible Senior Notes under the treasury stock method was included in this calculation as our share price was greater than the conversion price in effect ($11.12 as of September 30, 2015) for the Convertible Senior Notes for such periods. The Convertible Senior Notes were fully settled on or before their contractual maturity date of April 15, 2016, as such there is no potential additional dilutive effect for the three and nine months ended September 30, 2016.
Financial Condition, Liquidity, and Capital Resources
Our liquidity and capital resources are derived from our Credit Facilities, SBA debentures, 2019 Notes, 2024 Notes, 2021 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 (the Equity Distribution Agreement) with JMP Securities LLC (JMP) and on March 7, 2016 we renewed the Equity Distribution Agreement. 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 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 and nine months ended September 30, 2016 we sold 2.1 million and 4.1 million shares of common stock for total accumulated net proceeds of approximately $26.5 million and $50.2 million, respectively, including $986,000 and $1.8 million of offering expenses, respectively. We did not sell any shares under the program during the year ended December 31, 2015. We generally use the net proceeds from these offerings to make investments, repurchase or pay down liabilities and for general corporate purposes. As of September 30, 2016, approximately 3.2 million shares remained available for issuance and sale under the ATM. See Subsequent Events.
On February 24, 2015, our Board of Directors authorized a stock repurchase plan permitting us to repurchase up to $50.0 million of our common stock. This plan expired on August 24, 2015. On August 27, 2015, our Board of Directors authorized a replacement stock repurchase plan permitting us to repurchase up to $50.0 million of our common stock and on February 17, 2016, our Board of Directors extended the program until August 23, 2016, after which the plan expired. During nine months ended September 30, 2016 we repurchased 449,588 shares of our common stock at an average price per share of $10.64 per share and a total cost of approximately $4.8 million. We did not make any repurchases during the three months ended September 30, 2016. See Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for further information on the repurchases made during the period.
At the 2015 Annual Meeting of Stockholders on July 7, 2015, our common stockholders approved a proposal to allow us to issue common stock at a discount from our then current NAV per share, which was effective until the 2016 annual meeting of stockholders on July 7, 2016. Such authorization was not sought at the
S-45
2016 annual meeting of stockholders. During the three and nine months ended September 30, 2016 and the year ended December 31, 2015 we did not issue common stock at a discount to NAV.
Our Convertible Senior Notes were fully settled on or before their contractual maturity date of April 15, 2016. Throughout the life of the Convertible Senior Notes, holders of approximately $74.8 million of our Convertible Senior Notes exercised their conversion rights. These Convertible Senior Notes were settled with a combination of cash equal to the outstanding principal amount of the converted notes and approximately 1.6 million shares of our common stock, or $24.3 million.
On May 2, 2016, we closed an underwritten public offering of an additional $72.9 million in aggregate principal amount of our 6.25% unsecured notes due 2024 (the 2024 Notes). The $72.9 million in aggregate principal amount includes $65.4 million from the initial offering on April 21, 2016 and $7.5 million as a result of underwriters exercising a portion of their option to purchase up to an additional $9.8 million in aggregate principal to cover overallotments on April 29, 2016.
On May 5, 2016, we, through a special purpose wholly-owned subsidiary, Hercules Funding III, as borrower, entered into the Union Bank Facility with MUFG Union Bank, as the arranger and administrative agent, and the lenders party to thereto from time to time. The Union Bank Facility replaced our credit facility (the Prior Union Bank Facility) entered into on August 14, 2014 (as amended and restated from time to time) with MUFG Union Bank, as the arranger and administrative agent, and the lenders party to the Prior Union Bank Facility from time to time. Any references to amounts related to the Union Bank Facility prior to May 5, 2016 were incurred and relate to the Prior Union Bank Facility.
On June 27, 2016, we closed an underwritten public offering of an additional $60.0 million in aggregate principal amount of the 2024 Notes. On June 30, 2016, the underwriters exercised their option to purchase up to an additional $9.0 million in aggregate principal to cover overallotments, resulting in total aggregate principal of $69.0 million from the offering. The 2024 Notes rank equally in right of payment and form a single series of notes. The 2024 Notes will 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, beginning July 30, 2016. We intend to invest the net proceeds of these public offerings to fund investments in debt and equity securities in accordance with its investment objective and for other general corporate purposes.
At September 30, 2016, we had $110.4 million of 2019 Notes, $244.9 million of 2024 Notes, $117.0 million of 2021 Asset-Backed Notes, and $190.2 million of SBA debentures payable. We had no borrowings outstanding under the Wells Facility or the Union Bank Facility. See Subsequent Events.
At September 30, 2016, we had $264.0 million in available liquidity, including $69.0 million in cash and cash equivalents. We had available borrowing capacity of approximately $120.0 million under the Wells Facility after the March 2016 expansion of the available facility to $120.0 million and we had available borrowing capacity of $75.0 million under the Union Bank Facility, both subject to existing terms and advance rates and regulatory requirements. We primarily invest cash on hand in interest bearing deposit accounts.
At September 30, 2016, we had $118.5 million of capital outstanding in restricted accounts related to our SBIC that we may use to fund new investments in the SBIC. With our net investments of $44.0 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 September 30, 2016, we have issued $190.2 million in SBA guaranteed debentures in our SBIC subsidiaries.
At September 30, 2016, we had approximately $9.0 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 2021 Asset-Backed Notes, based on current characteristics of the securitized debt investment
S-46
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 nine months ended September 30, 2016, 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 nine months ended September 30, 2016, our operating activities used $58.5 million of cash and cash equivalents, compared to $78.5 million used during the nine months ended September 30, 2015. This $20.0 million decrease in cash used by operating activities is primarily related to a decrease in investment purchases of approximately $70.3 million offset by a decrease in investment repayments of $38.7 million.
During the nine months ended September 30, 2016, our investing activities used approximately $16,000 of cash, compared to approximately $7.1 million provided during the nine months ended September 30, 2015. This $7.2 million decrease in cash provided by investing activities was primarily due to a reduction of approximately $7.1 million in cash, classified as restricted cash, on assets that are securitized.
During the nine months ended September 30, 2016, our financing activities provided $32.3 million of cash, compared to $8.4 million used during the nine months ended September 30, 2015. The $40.7 million increase in cash provided by financing activities was primarily due to the proceeds received from the issuance of $141.9 million of 2024 Notes during the nine months ended September 30, 2016, partially offset by a decrease in proceeds generated from the issuance of common stock of $49.9 million and in repayments on our credit facilities.
As of September 30, 2016, net assets totaled $753.6 million, with a NAV per share of $9.86. We intend to continue to operate so as to generate cash flows from operations, including income earned from investments in our portfolio companies. 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 September 30, 2016 our asset coverage ratio under our regulatory requirements as a BDC was 259.6% excluding our SBA debentures as a result of our exemptive order from the SEC that 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 213.7% at September 30, 2016.
S-47
Outstanding Borrowings
At September 30, 2016 and December 31, 2015, we had the following available borrowings and outstanding amounts:
September 30, 2016 | December 31, 2015 | |||||||||||||||||||||||
(in thousands) |
Total Available |
Principal | Carrying Value(1) |
Total Available |
Principal | Carrying Value(1) |
||||||||||||||||||
SBA Debentures(2) |
$ | 190,200 | $ | 190,200 | $ | 187,333 | $ | 190,200 | $ | 190,200 | $ | 186,829 | ||||||||||||
2019 Notes |
110,364 | 110,364 | 108,659 | 110,364 | 110,364 | 108,179 | ||||||||||||||||||
2024 Notes |
244,945 | 244,945 | 237,663 | 103,000 | 103,000 | 100,128 | ||||||||||||||||||
2021 Asset-Backed Notes |
117,004 | 117,004 | 115,531 | 129,300 | 129,300 | 126,995 | ||||||||||||||||||
Convertible Senior Notes (3) |
| | | 17,604 | 17,604 | 17,478 | ||||||||||||||||||
Wells Facility (4) |
120,000 | | | 75,000 | 50,000 | 50,000 | ||||||||||||||||||
Union Bank Facility (4) |
75,000 | | | 75,000 | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 857,513 | $ | 662,513 | $ | 649,186 | $ | 700,468 | $ | 600,468 | $ | 589,609 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Except for the Wells Facility and Union Bank Facility, all carrying values represent the principal amount outstanding less the remaining unamortized debt issuance costs and unaccreted discount, if any, associated with the loan as of the balance sheet date. See below for the amount of debt issuance cost associated with each borrowing. |
(2) | At both September 30, 2016 and December 31, 2015, the total available borrowings under the SBA debentures were $190.2 million, of which $41.2 million was available in HT II and $149.0 million was available in HT III. |
(3) | The Convertible Senior Notes were fully settled on or before their contractual maturity date of April 15, 2016. |
(4) | Availability subject to us meeting the borrowing base requirements. As the Union Bank Facility was replaced on May 5, 2016, amounts included above prior to May 5, 2016 relate to the Prior Union Bank Facility. |
Debt issuance costs are fees and other direct incremental costs we incur in obtaining debt financing and are recognized as prepaid expenses and amortized over the life of the related debt instrument using the effective yield method or the straight line method, which closely approximates the effective yield method. In accordance with Accounting Standards Update (ASU) 2015-03 Simplifying the Presentation of Debt Issuance Costs and ASU 2015-15 Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, debt issuance costs are presented as a reduction to the associated liability balance on the Consolidated Statement of Assets and Liabilities, except for debt issuance costs associated with line-of-credit arrangements. Debt issuance costs, net of accumulated amortization, as of September 30, 2016 and December 31, 2015 were as follows:
(in thousands) |
September 30, 2016 | December 31, 2015 | ||||||
SBA Debentures |
$ | 2,867 | $ | 3,371 | ||||
2019 Notes |
1,705 | 2,185 | ||||||
2024 Notes |
7,282 | 2,872 | ||||||
2021 Asset-Backed Notes |
1,473 | 2,305 | ||||||
Convertible Senior Notes |
| 44 | ||||||
Wells Facility(1) |
608 | 669 | ||||||
Union Bank Facility(1) |
880 | 229 | ||||||
|
|
|
|
|||||
Total |
$ | 14,815 | $ | 11,675 | ||||
|
|
|
|
(1) | As the Wells Facility and Union Bank Facility are line-of-credit arrangements, the debt issuance costs associated with these instruments are presented separately as an asset on the Consolidated Statement of Assets and Liabilities in accordance with ASU 2015-15. As the Union Bank Facility was replaced on May 5, 2016, amounts included above prior to May 5, 2016 relate to the Prior Union Bank Facility. |
As of January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, which require debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability, except for debt issuance costs associated with line-of-credit arrangements. Adoption of these standards results in the reclassification of debt issuance costs from Other Assets and the presentation of our SBA Debentures, 2019 Notes, 2024 Notes, 2021 Asset-Backed Notes, and Convertible Senior Notes net of the associated debt issuance costs for each
S-48
instrument in the liabilities section on the Consolidated Statement of Assets and Liabilities. There is no impact to the Consolidated Statement of Operations. In addition, there is no change to the presentation of the Wells Facility or Union Bank Facility as debt issuance costs are presented separately as an asset on the Consolidated Statement of Assets and Liabilities. Refer to Critical Accounting Policies.
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. A portion of these unfunded contractual commitments are dependent upon the portfolio company reaching certain milestones before the debt commitment becomes available. Furthermore, our credit agreements contain customary lending provisions which allow us relief from funding obligations for previously made commitments in instances where the underlying company experiences materially adverse events that affect the financial condition or business outlook for the company. 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 future cash requirements. As such, our disclosure of unfunded contractual commits includes only those which are available at the request of the portfolio company and unencumbered by milestones.
At September 30, 2016, we had approximately $73.9 million of unfunded commitments, including undrawn revolving facilities, which were available at the request of the portfolio company and unencumbered by milestones. We intend to use cash flow from normal and early principal repayments, and proceeds from borrowings and notes to fund these commitments.
We also had approximately $100.0 million of non-binding term sheets outstanding to three 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. Not all non-binding term sheets are expected to close and do not necessarily represent future cash requirements.
The fair value of our unfunded commitments are considered to be immaterial as the yield determined at the time of underwriting is expected to be materially consistent with the yield upon funding, given that interest rates are generally pegged to a market indices and given the existence of milestones, conditions and/or obligations imbedded in the borrowing agreements.
As of September 30, 2016, our unfunded contractual commitments available at the request of the portfolio company, including undrawn revolving facilities, and unencumbered by milestones are as follows:
(in thousands) Portfolio Company |
Unfunded Commitments(1) |
|||
Paratek Pharmaceuticals, Inc. |
$ | 20,000 | ||
NewVoiceMedia Limited |
15,000 | |||
Evernote Corporation |
14,000 | |||
Aquantia Corp. |
11,500 | |||
Genocea Biosciences, Inc. |
5,000 | |||
Edge Therapeutics, Inc. |
5,000 | |||
Druva, Inc. |
3,000 | |||
RedSeal Inc. |
365 | |||
|
|
|||
Total |
$ | 73,865 | ||
|
|
(1) | Amount represents unfunded commitments, including undrawn revolving facilities, which are available at the request of the portfolio company. Amount excludes unfunded commitments which are unavailable due to the borrower having not met certain milestones. |
S-49
Contractual Obligations
The following table shows our contractual obligations as of September 30, 2016:
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) |
$ | 662,513 | $ | | $ | 249,168 | $ | 83,150 | $ | 330,195 | ||||||||||
Operating Lease Obligations(5) |
3,707 | 1,658 | 1,931 | 118 | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
$ | 666,220 | $ | 1,658 | $ | 251,099 | $ | 83,268 | $ | 330,195 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(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 principal outstanding under the SBA debentures, $110.4 million of the 2019 Notes, $244.9 million of the 2024 Notes, and $117.0 million of the 2021 Asset-Backed Notes as of September 30, 2016. |
(4) | Amounts represent future principal repayments and not the carrying value of each liability. See Note 4 to our consolidated financial statements. |
(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 $420,000 and $1.3 million during the three and nine months ended September 30, 2016, respectively. Total rent expense amounted to approximately $414,000 and $1.2 million during the same periods ended September 30, 2015.
Indemnification Agreements
We have entered into indemnification agreements with our directors. The indemnification agreements are intended to provide our directors the maximum indemnification permitted under Maryland law and the 1940 Act. Each indemnification agreement provides that we shall indemnify the director who is a party to the agreement, or an Indemnitee, including the advancement of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness in any threatened, pending, or completed proceeding, to the maximum extent permitted by Maryland law and the 1940 Act.
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 additional contributions to 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 Companys net investment of $44.0 million in HT II as of September 30, 2016, 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 outstanding as of September 30, 2016. As of September 30, 2016, HT II has paid the SBA commitment fees and facility fees of approximately $1.5 million and $3.6 million, respectively. As of September 30, 2016 the Company held investments in HT II in 36 companies with a fair value of approximately $68.7 million, accounting for approximately 5.2% of the Companys total portfolio at September 30, 2016. HT II held approximately $100.4 million in assets and accounted for approximately 5.5% of the Companys total assets prior to consolidation at September 30, 2016.
S-50
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 Companys net investment of $74.5 million in HT III as of September 30, 2016, 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 September 30, 2016. As of September 30, 2016, HT III has paid the SBA commitment fees and facility fees of approximately $1.5 million and $3.6 million, respectively. As of September 30, 2016, the Company held investments in HT III in 51 companies with a fair value of approximately $230.7 million, accounting for approximately 17.5% of the Companys total portfolio at September 30, 2016. HT III held approximately $252.7 million in assets and accounted for approximately 14.0% of the Companys total assets prior to consolidation at September 30, 2016.
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 the Companys 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 SBAs 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 IIs or HT IIIs 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 Companys wholly owned subsidiaries. HT II and HT III were in compliance with the terms of the SBICs leverage as of September 30, 2016 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% excluding annual fees. 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 rates of borrowings on the Companys SBA debentures range from 3.05% to 5.53% when including these annual fees.
The average amount of debentures outstanding for the three months ended September 30, 2016 for HT II was approximately $41.2 million with an average interest rate of approximately 4.52%. The average amount of debentures outstanding for the three months ended September 30, 2016 for HT III was approximately $149.0 million with an average interest rate of approximately 3.43%. The average amount of debentures outstanding for the nine months ended September 30, 2016 for HT II was approximately 41.2 million with an average interest rate of approximately 4.52%. The average amount of debentures outstanding for the nine months
S-51
ended September 30, 2016 for HT III was approximately $149.0 million with an average interest rate of approximately 3.43%.
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense and related fees and cash paid for interest expense for the SBA debentures are as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest expense |
$ | 1,757 | $ | 1,757 | $ | 5,231 | $ | 5,212 | ||||||||
Amortization of debt issuance cost (loan fees) |
168 | 168 | 504 | 499 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense and fees |
$ | 1,925 | $ | 1,925 | $ | 5,735 | $ | 5,711 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash paid for interest expense and fees |
$ | 3,499 | $ | 3,499 | $ | 6,961 | $ | 6,942 |
As of September 30, 2016, the maximum statutory limit on the dollar amount of combined outstanding SBA guaranteed debentures is $350.0 million, subject to periodic adjustments by the SBA. In aggregate, at September 30, 2016, with the Companys net investment of $118.5 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. At September 30, 2016, the Company has issued $190.2 million in SBA-guaranteed debentures in the Companys SBIC subsidiaries.
The Company reported the following SBA debentures outstanding principal balances as of September 30, 2016 and December 31, 2015:
(in thousands) Issuance/Pooling Date |
Maturity Date | Interest Rate(1) | September 30, 2016 |
December
31, 2015 |
||||||||||||
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 | $ | 190,200 | ||||||||||||
|
|
|
|
(1) | Interest rate includes annual charge |
2019 Notes
On March 6, 2012, the Company and U.S. Bank National Association (the 2019 Trustee) entered into the Base Indenture. On April 17, 2012, the Company and the 2019 Trustee entered into the First Supplemental Indenture to the Base Indenture (the First Supplemental Indenture), dated April 17, 2012, relating to the Companys issuance, offer and sale of $43.0 million aggregate principal amount of 7.00% notes due 2019 (the April 2019 Notes).
In July 2012, the Company reopened the Companys April 2019 Notes and issued an additional $41.5 million in aggregate principal amount of April 2019 Notes, which included the 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.
S-52
On September 24, 2012, the Company and the 2019 Trustee, entered into the Second Supplemental Indenture to the Base Indenture (the Second Supplemental Indenture), dated as of September 24, 2012, relating to the Companys issuance, offer and sale of $75.0 million aggregate principal amount of 7.00% notes due 2019 (the September 2019 Notes).
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 outstanding.
In April 2015, the Company redeemed $20.0 million of the $84.5 million issued and outstanding aggregate principal amount of April 2019 Notes, as previously approved by the Board of Directors. In December 2015 the Company redeemed $40.0 million of the $85.9 million issued and outstanding aggregate principal amount of September 2019 Notes, as previously approved by the Board of Directors.
As of September 30, 2016 and December 31, 2015, the 2019 Notes payable outstanding principal balance consists of:
(in thousands) |
September 30, 2016 | December 31, 2015 | ||||||
April 2019 Notes |
$ | 64,490 | $ | 64,490 | ||||
September 2019 Notes |
45,874 | 45,874 | ||||||
|
|
|
|
|||||
Total 2019 Notes Principal Outstanding |
$ | 110,364 | $ | 110,364 | ||||
|
|
|
|
April 2019 Notes
The April 2019 Notes will mature on April 30, 2019 and may be redeemed in whole or in part at the Companys 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 NYSE under the trading symbol HTGZ.
The April 2019 Notes are the Companys direct unsecured obligations and rank: (i) pari passu with the Companys other outstanding and future senior unsecured indebtedness; (ii) senior to any of the Companys future indebtedness that expressly provides it is subordinated to the April 2019 Notes; (iii) effectively subordinated to all the Companys 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; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Companys subsidiaries.
The Base Indenture, as supplemented by the First Supplemental Indenture, contains certain covenants including covenants requiring the Companys compliance with (regardless of whether it is subject to) the asset coverage requirements set forth in Section 18(a)(1)(A) of the 1940 Act 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) of the 1940 Act 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 2019 Trustee if the Company should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Base Indenture, as supplemented by the First Supplemental Indenture. The Base Indenture provides for customary events of default and further provides that the 2019 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.
S-53
September 2019 Notes
The September 2019 Notes will mature on September 30, 2019 and may be redeemed in whole or in part at the Companys 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 NYSE under the trading symbol HTGY.
The September 2019 Notes are the Companys direct unsecured obligations and rank: (i) pari passu with the Companys other outstanding and future senior unsecured indebtedness; (ii) senior to any of the Companys future indebtedness that expressly provides it is subordinated to the September 2019 Notes; (iii) effectively subordinated to all the Companys 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; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Companys subsidiaries.
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) of the 1940 Act 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) of the 1940 Act 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 2019 Trustee if the Company should no longer be subject to the reporting requirements under the Exchange Act. These covenants are subject to important limitations and exceptions that are described in the Base Indenture, as supplemented by the Second Supplemental Indenture. The Base Indenture provides for customary events of default and further provides that the 2019 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.
For the three and nine months ended September 30, 2016 and 2015, 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 September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest expense |
$ | 1,931 | $ | 2,631 | $ | 5,794 | $ | 8,361 | ||||||||
Amortization of debt issuance cost (loan fees) |
160 | 211 | 480 | 1,163 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense and fees |
$ | 2,091 | $ | 2,842 | $ | 6,274 | $ | 9,524 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash paid for interest expense and fees |
$ | 1,931 | $ | 2,631 | $ | 5,794 | $ | 8,594 |
As of September 30, 2016, the Company was in compliance with the terms of the Base Indenture, and respective supplemental indentures thereto, governing the April 2019 Notes and September 2019 Notes.
2024 Notes
On July 14, 2014, the Company and U.S. Bank, N.A. (the 2024 Trustee), entered into the Third Supplemental Indenture to the Base Indenture between the Company and the 2024 Trustee, dated July 14, 2014, relating to the Companys issuance, offer and sale of $100.0 million aggregate principal amount of the 2024 Notes. 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.
S-54
On May 2, 2016, the Company closed an underwritten public offering of an additional $72.9 million in aggregate principal amount of the 2024 Notes. The $72.9 million in aggregate principal amount includes $65.4 million from the initial offering on April 21, 2016 and $7.5 million as a result of underwriters exercising a portion of their option to purchase up to an additional $9.8 million in aggregate principal to cover overallotments on April 29, 2016.
On June 27, 2016, the Company closed an underwritten public offering of an additional $60.0 million in aggregate principal amount of the 2024 Notes. On June 30, 2016, the underwriters exercised their option to purchase up to an additional $9.0 million in aggregate principal to cover overallotments, resulting in total aggregate principal of $69.0 million from the offering.
All issuances of 2024 Notes rank equally in right of payment and form a single series of notes.
The 2024 Notes will mature on July 30, 2024 and may be redeemed in whole or in part at the Companys 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, and trade on the NYSE under the trading symbol HTGX.
The 2024 Notes are the Companys direct unsecured obligations and rank: (i) pari passu with the Companys other outstanding and future senior unsecured indebtedness; (ii) senior to any of the Companys future indebtedness that expressly provides it is subordinated to the 2024 Notes; (iii) effectively subordinated to all the Companys 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; (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Companys subsidiaries.
The Base 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) of the 1940 Act 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) of the 1940 Act 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 Base Indenture, as supplemented by the Third Supplemental Indenture. The Base 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 2024 Trustee if the Company should no longer be subject to the reporting requirements under the Exchange Act. The Base Indenture provides for customary events of default and further provides that the 2024 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. As of September 30, 2016, the Company was in compliance with the terms of the Base Indenture as supplemented by the Third Supplemental Indenture.
At September 30, 2016 and December 31, 2015, the 2024 Notes had an outstanding principal balance of $244.9 million and $103.0 million, respectively.
S-55
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense and related fees and cash paid for interest expense for the 2024 Notes are as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest expense |
$ | 3,926 | $ | 1,609 | $ | 7,910 | $ | 4,828 | ||||||||
Amortization of debt issuance cost (loan fees) |
229 | 83 | 448 | 250 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense and fees |
$ | 4,155 | $ | 1,692 | $ | 8,358 | $ | 5,078 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash paid for interest expense and fees |
$ | 3,827 | $ | 1,609 | $ | 7,046 | $ | 4,828 |
2021 Asset-Backed Notes
On November 13, 2014, the Company completed a $237.4 million term debt securitization in connection with which an affiliate of the Company made an offer of $129.3 million in aggregate principal amount of fixed rate asset-backed notes (the 2021 Asset-Backed Notes), which were rated A(sf) by Kroll Bond Rating Agency, Inc. (KBRA). The 2021 Asset-Backed Notes were sold by Hercules Capital Funding Trust 2014-1 pursuant to a note purchase agreement, dated as of November 13, 2014, by and among the Company, the 2014 Trust Depositor, the 2014 Securitization Issuer, and Guggenheim Securities, LLC, as initial purchaser, and are backed by a pool of senior loans made to certain of the Companys portfolio companies and secured by certain assets of those portfolio companies and are to be serviced by the Company. The securitization has an 18-month reinvestment period during which time principal collections may be reinvested into additional eligible loans. Interest on the 2021 Asset-Backed Notes will be paid, to the extent of funds available, at a fixed rate of 3.524% per annum. The 2021 Asset-Backed Notes have a stated maturity of April 16, 2021.
As part of this transaction, the Company entered into a sale and contribution agreement with the 2014 Trust Depositor under which the Company has agreed to sell or have contributed to the 2014 Trust Depositor the 2014 Loans. The Company has made customary representations, warranties and covenants in the sale and contribution agreement with respect to the 2014 Loans as of the date of their transfer to the 2014 Trust Depositor.
In connection with the issuance and sale of the 2021 Asset-Backed Notes, the Company has made customary representations, warranties and covenants in the note purchase agreement. The 2021 Asset-Backed Notes are secured obligations of the 2014 Securitization Issuer and are non-recourse to the Company. The 2014 Securitization Issuer also entered into an indenture governing the 2021 Asset-Backed Notes, which includes customary representations, warranties and covenants. The 2021 Asset-Backed Notes were sold without being registered under the Securities Act (A) in the United States to qualified institutional buyers as defined in Rule 144A under the Securities Act and to institutional accredited investors (as defined in Rules 501(a)(1), (2), (3) or (7) under the Securities Act) who in each case, are qualified purchasers as defined in Sec. 2(a)(51)(A) of the 1940 Act and pursuant to an exemption under the Securities Act and (B) to non-U.S. purchasers acquiring interest in the 2021 Asset-Backed Notes outside the United States in accordance with Regulation S under the Securities Act. The 2014 Securitization Issuer is not registered under the 1940 Act in reliance on an exemption provided by Section 3(c)(7) thereof and Rule 3a-7 thereunder. In addition, the 2014 Trust Depositor entered into an amended and restated trust agreement in respect of the 2014 Securitization Issuer, which includes customary representation, warranties and covenants.
The 2014 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 2014 Loans. The Company is entitled to receive a monthly fee from the 2014 Securitization Issuer for servicing the 2014 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 October 5, 2014 through and including December 5, 2014 over 360) of 2.00% and the aggregate outstanding principal balance of the 2014 Loans plus collections on deposit in the 2014 Securitization Issuers collections account, as of the first day of the related collection period (the period from the 5th day of the immediately
S-56
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 October 5, 2014, to the close of business on December 5, 2014). The Company also serves as administrator to the 2014 Securitization Issuer under an administration agreement, which includes customary representations, warranties and covenants.
At September 30, 2016 and December 31, 2015, the 2021 Asset-Backed Notes had an outstanding principal balance of $117.0 million.
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense and related fees and cash paid for interest expense for the 2021 Asset-Backed Notes are as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest expense |
$ | 1,103 | $ | 1,139 | $ | 3,381 | $ | 3,417 | ||||||||
Amortization of debt issuance cost (loan fees) |
366 | 227 | 832 | 673 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense and fees |
$ | 1,469 | $ | 1,366 | $ | 4,213 | $ | 4,090 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash paid for interest expense and fees |
$ | 1,110 | $ | 1,139 | $ | 3,388 | $ | 3,417 |
Under the terms of the 2021 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 2021 Asset-Backed Notes. The Company has segregated these funds and classified them as restricted cash. There was approximately $9.0 million and $9.2 million of restricted cash as of September 30, 2016 and December 31, 2015, respectively, funded through interest collections.
Convertible Senior Notes
In April 2011, the Company issued $75.0 million in aggregate principal amount of the Convertible Senior Notes. The Convertible Senior Notes were fully settled on or before their contractual maturity date of April 15, 2016.
Prior to the close of business on October 14, 2015, holders were able to convert their Convertible Senior Notes only under certain circumstances set forth in the indenture governing the Convertible Senior Notes. On or after October 15, 2015 until the close of business on the scheduled trading day immediately preceding the maturity date, holders were able to convert their Convertible Senior Notes at any time. Throughout the life of the Convertible Senior Notes, holders of approximately $74.8 million of the Convertible Senior Notes exercised their conversion rights. These Convertible Senior Notes were settled with a combination of cash equal to the outstanding principal amount of the Convertible Senior Notes and approximately 1.6 million shares of the Companys common stock, or $24.3 million.
The Company recorded a loss on extinguishment of debt for the proportionate amount of unamortized debt issuance costs and original issue discount. The loss was partially offset by a gain in the amount of the difference between the outstanding principal balance of the Convertible Senior Notes and the fair value of the debt instrument. The net loss on extinguishment of debt the Company recorded for the year ended December 31, 2015 was $1,000. The Company did not record a loss on extinguishment of debt in the three and nine months ended September 30, 2016. The loss on extinguishment of debt was classified as a component of net investment income in the Companys Consolidated Statement of Operations.
The Convertible Senior Notes were accounted for in accordance with ASC Subtopic 470-20 (Debt Instruments with Conversion and Other Options). 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%
S-57
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 December 31, 2015, the components of the carrying value of the Convertible Senior Notes were as follows:
(in thousands) |
December 31, 2015 | |||
Principal amount of debt |
$ | 17,604 | ||
Unamortized debt issuance cost |
(44 | ) | ||
Original issue discount, net of accretion |
(82 | ) | ||
|
|
|||
Carrying value of Convertible Senior Notes |
$ | 17,478 | ||
|
|
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense, fees and cash paid for interest expense for the Convertible Senior Notes were as follows:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest expense |
$ | | $ | 264 | $ | 352 | $ | 743 | ||||||||
Accretion of original issue discount |
| 61 | 82 | 185 | ||||||||||||
Amortization of debt issuance cost (loan fees) |
| 33 | 44 | 98 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense and fees |
$ | | $ | 358 | $ | 478 | $ | 1,026 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash paid for interest expense and fees |
$ | | $ | | $ | 440 | $ | 529 |
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 nine months ended September 30, 2016 and 2015.
Wells Facility
On June 29, 2015, the Company, through a special purpose wholly owned subsidiary, Hercules Funding II, entered into the Wells Facility with Wells Fargo Capital Finance, LLC, as a lender and as the arranger and the administrative agent, and the lenders party thereto from time to time.
The Wells Facility matures on August 2, 2019, unless terminated sooner in accordance with its terms.
Under the Wells Facility, Wells Fargo Capital Finance, LLC made commitments of $75.0 million, Alostar Bank of Commerce made commitments of $20.0 million, and Everbank Commercial Finance Inc. made commitments of $25.0 million. The Wells 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 and subject to other customary conditions. The Company expects to continue discussions with various other potential lenders to join the facility; however, there can be no assurances that additional lenders will join the Wells Facility. Borrowings under the Wells Facility generally bear interest at a rate per annum equal to LIBOR plus 3.25%, and the Wells Facility has an advance rate of 50% against eligible debt investments. The Wells Facility is secured by all of the assets of Hercules Funding II. The Wells Facility requires payment of a non-use fee on a scale of 0.0% to 0.50% depending on the average monthly outstanding balance under the facility relative to the maximum amount of commitments at such time. For the three and nine months ended September 30, 2016, this non-use fee was approximately $155,000 and $336,000, respectively. For the three and nine months ended September 30, 2015, this non-use fee was approximately $41,000 and $229,000, respectively.
S-58
The Wells Facility also includes various financial and other covenants applicable to the Company and the Companys subsidiaries, in addition to those applicable to Hercules Funding II, including covenants relating to certain changes of control of the Company and Hercules Funding II. Among other things, these covenants also require the Company to maintain certain financial ratios, including a maximum debt to worth ratio, minimum interest coverage ratio, minimum portfolio funding liquidity, and a minimum tangible net worth in an amount, when added to outstanding subordinated indebtedness, that is in excess of $500.0 million plus 90% of the cumulative amount of equity raised after June 30, 2014. As of September 30, 2016, the minimum tangible net worth covenant increased to $637.2 million as a result of the March 2015 follow-on public offering of 7.6 million shares of common stock for total gross proceeds of approximately $100.4 million and the 2.1 million shares of common stock issued under the ATM equity distribution agreement with JMP for gross proceeds of $24.5 million during the nine months ended September 30, 2016. The Wells Facility provides for customary events of default, including, without limitation, with respect to payment defaults, breach of representations and covenants, certain key person provisions, cross acceleration provisions to certain other debt, lien and judgment limitations, and bankruptcy.
On June 20, 2011 the Company paid $1.1 million in structuring fees in connection with the original Wells Facility. In connection with an amendment to the original Wells Facility in August 2014, the Company paid an additional $750,000 in structuring fees and in connection with the amendment in December 2015, the Company paid an additional $188,000 in structuring fees. These fees are being amortized through the end of the term of the Wells Facility.
The Company had aggregate draws of $168.3 million on the available facility during the nine months ended September 30, 2016 offset by repayments of $218.3 million. At December 31, 2015 there was $50.0 million, respectively, of borrowings outstanding on this facility. There were no borrowings outstanding on the facility as of September 30, 2016.
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense and related fees and cash paid for interest expense for the Wells Facility are as follows:
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
(in thousands) |
2016 | 2015 | 2016 | 2015 | ||||||||||||
Interest expense |
$ | | $ | 356 | $ | 501 | $ | 356 | ||||||||
Amortization of debt issuance cost (loan fees) |
115 | 92 | 341 | 264 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total interest expense and fees |
$ | 115 | $ | 448 | $ | 842 | $ | 620 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash paid for interest expense and fees |
$ | | $ | 289 | $ | 577 | $ | 289 |
Union Bank Facility
On May 5, 2016, the Company, through a special purpose wholly owned subsidiary, Hercules Funding III, as borrower, entered into the Union Bank Facility with MUFG Union Bank, as the arranger and administrative agent, and the lenders party to the Union Bank Facility from time to time. The Union Bank Facility replaced the Prior Union Bank Facility. Any references to amounts related to the Union Bank Facility prior to May 5, 2016 were incurred and relate to the Prior Union Bank Facility.
Under the Union Bank Facility, MUFG Union Bank made commitments of $75.0 million. The Union Bank Facility contains an accordion feature, in which the Company can increase the credit line up to an aggregate of $200.0 million, funded by additional lenders and with the agreement of MUFG Union Bank and subject to other customary conditions. There can be no assurances that additional lenders will join the Union Bank Facility to increase available borrowings. Borrowings under the Union Bank Facility generally bear interest at either (i) if such borrowing is a base rate loan, a base rate per annum equal to the federal funds rate plus 1.00%, LIBOR plus 1.00% or MUFG Union Banks prime rate, in each case, plus a margin of 1.25% or (ii) if such borrowing is a
S-59
LIBOR loan, a rate per annum equal to LIBOR plus 3.25%, and the Union Bank Facility generally has an advance rate of 50% against eligible debt investments. The Union Bank Facility is secured by all of the assets of HT III.
The Union Bank Facility requires payment of a non-use fee during the revolving credit availability period on a scale of 0.25% to 0.50% depending on the average monthly outstanding balance under the facility relative to the maximum amount of commitments at such time. The Company paid a one-time $562,500 structuring fee in connection with the Union Bank Facility. Although the Company did not incur any non-use fees under the Union Bank Facility prior to May 5, 2016, for the three and nine months ended September 30, 2016, the company incurred non-use fees under the existing and previous Union Bank Facility of approximately $96,000 and $277,000, respectively. For the three and nine months ended September 30, 2015, the non-use fee was approximately $96,000 and $284,000, respectively.
The Union Bank Facility also includes various financial and other covenants applicable to the Company and the Companys subsidiaries, in addition to those applicable to HT III, including covenants relating to certain changes of control of the Company and HT III. Among other things, these covenants also require the Company to maintain certain financial ratios, including a maximum debt to worth ratio, minimum interest coverage ratio, minimum portfolio funding liquidity, and a minimum tangible net worth in an amount that is in excess of $500.0 million plus 90% of the cumulative amount of equity raised after June 30, 2014. As of September 30, 2016, the minimum tangible net worth covenant increased to $658.2 million as a result of the March 2015 follow-on public offering of 7.6 million shares of common stock for total net proceeds of approximately $100.1 million and the 4.1 million shares of common stock issued under the ATM equity distribution agreement with JMP for net proceeds of $50.2 million during the nine months ended September 30, 2016. The Union Bank Facility provides for customary events of default, including with respect to payment defaults, breach of representations and covenants, servicer defaults, certain key person provisions, cross default provisions to certain other debt, lien and judgment limitations, and bankruptcy.
The Union Bank Facility matures on May 5, 2020, unless sooner terminated in accordance with its terms.
In connection with the Union Bank Facility, the Company and HT III also entered into the Sale and Servicing Agreement, dated as of May 5, 2016 (the Sale Agreement), by and among HT III, as borrower, the Company, as originator and servicer, and MUFG Union Bank, as agent. Under the Sale Agreement, the Company agrees to (i) sell or transfer certain loans to HT III under the Union Bank Facility and (ii) act as servicer for the loans sold or transferred.
The Company had aggregate draws of $25.0 million on the available facility during the nine months ended September 30, 2016 offset by repayments of $25.0 million. At September 30, 2016 there were no borrowings outstanding on the Union Bank Facility.
For the three and nine months ended September 30, 2016 and 2015, the components of interest expense and related fees and cash paid for interest expense for the previous and current Union Bank Facility are as follows:
Three Months Ended September 30, |